AMERICAN SHARED HOSPITAL SERVICES (Form: 10-Q, Received: 08/15/2011 15:55:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number 1-08789

American Shared Hospital Services

(Exact name of registrant as specified in its charter)

California	94-2918118
(State or other jurisdiction of	(IRS Employer
Incorporation or organization)	Identification No.)

Four Embarcadero Center, Suite 3700, San Francisco, California	94111
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 788-5300

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller reporting company x

As of August 1, 2011, there are outstanding 4,611,560 shares of the Registrant’s common stock.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(unaudited)						LIABILITIES AND	(unaudited)
ASSETS	June 30, 2011			December 31, 2010			SHAREHOLDERS' EQUITY	June 30, 2011		December 31, 2010

Current assets:							Current liabilities:
Cash and cash equivalents	$	818,000		$	1,438,000		Accounts payable	$	153,000	$	337,000
Restricted cash		50,000			50,000		Employee compensation and benefits		246,000		211,000
Certificate of deposit		9,000,000			9,000,000		Customer deposits/deferred revenue		2,139,000		382,000
Accounts receivable, net of allowance for doubtful accounts of $100,000 in 2011 and 2010		4,376,000			3,730,000		Other accrued liabilities		1,146,000		441,000
Other receivables		102,000			71,000
Prepaid expenses and other assets		427,000			473,000		Current portion of long-term debt		3,527,000		3,474,000
Current deferred tax assets		313,000			313,000		Current portion of obligations under capital leases		3,341,000		2,599,000

Total current assets		15,086,000			15,075,000		Total current liabilities		10,552,000		7,444,000

Property and equipment:							Long-term debt, less current portion		7,046,000		8,803,000
Medical equipment and facilities		76,601,000			74,356,000		Long-term capital leases, less current portion		15,675,000		14,367,000
Office equipment		692,000			685,000		Advances on line of credit		7,700,000		8,500,000
Deposits and construction in progress		8,170,000			8,979,000
		85,463,000			84,020,000		Deferred income taxes		3,182,000		3,182,000
Accumulated depreciation and amortization		(35,667,000	)		(36,660,000	)	Shareholders' equity:
Net property and equipment		49,796,000			47,360,000		Common stock (4,612,000 shares at June 30, 2011 and 4,597,000 shares at December 31, 2010)		8,606,000		8,606,000
							Additional paid-in capital		4,780,000		4,703,000
							Retained earnings		6,304,000		6,262,000
							Total equity-American Shared Hospital Services		19,690,000		19,571,000
Investment in preferred stock		2,617,000			2,617,000		Non-controlling interests in subsidiaries		4,264,000		3,473,000
Other assets		610,000			288,000		Total shareholders' equity		23,954,000		23,044,000

Total assets	$	68,109,000		$	65,340,000		Total liabilities and shareholders' equity	$	68,109,000	$	65,340,000

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010

Medical services revenue	$	4,206,000		$	4,155,000		$	8,573,000		$	8,243,000

Costs of revenue:

Maintenance and supplies		337,000			446,000			681,000			815,000

Depreciation and amortization		1,403,000			1,477,000			2,830,000			2,961,000

Other direct operating costs		630,000			482,000			1,302,000			1,018,000

		2,370,000			2,405,000			4,813,000			4,794,000

Gross Margin		1,836,000			1,750,000			3,760,000			3,449,000

Selling and administrative expense		1,041,000			1,083,000			2,163,000			2,144,000

Interest expense		570,000			503,000			1,146,000			984,000

Operating income		225,000			164,000			451,000			321,000

Interest and other income		68,000			31,000			84,000			62,000

Income before income taxes		293,000			195,000			535,000			383,000

Income tax expense		22,000			21,000			45,000			32,000

Net income		271,000			174,000			490,000			351,000

Less: Net income attributable to non-controlling interests		(250,000	)		(171,000	)		(448,000	)		(340,000	)

Net income attributable to American Shared Hospital Services	$	21,000		$	3,000		$	42,000		$	11,000

Net income per share:

Earnings per common share - basic	$	-		$	-		$	0.01		$	-

Earnings per common share - assuming dilution	$	-		$	-		$	0.01		$	-

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

	PERIODS ENDED DECEMBER 31, 2009 AND 2010 AND JUNE 30, 2011
							Additional								Non-controlling
	Common			Common			Paid-in		Retained			Sub-Total			Interests in
	Shares			Stock			Capital		Earnings			ASHS			Subsidiaries			Total

Balances at January 1, 2009		4,712,000		$	8,877,000		$	4,458,000	$	6,393,000		$	19,728,000		$	3,210,000		$	22,938,000

Repurchase of common stock		(119,000	)		(271,000	)		-		-			(271,000	)		-			(271,000	)

Stock based compensation expense		2,000			-			135,000		-			135,000			-			135,000

Cash distributions to non-controlling interests		-			-			-		-			-			(513,000	)		(513,000	)

Net income (loss)		-			-			-		(188,000	)		(188,000	)		654,000			466,000

Balances at December 31, 2009		4,595,000			8,606,000			4,593,000		6,205,000			19,404,000			3,351,000			22,755,000

Stock based compensation expense		2,000			-			110,000		-			110,000			-			110,000

Cash distributions to non-controlling interests		-			-			-		-			-			(627,000	)		(627,000	)

Net income		-			-			-		57,000			57,000			749,000			806,000

Balances at December 31, 2010		4,597,000			8,606,000			4,703,000		6,262,000			19,571,000			3,473,000			23,044,000

Stock based compensation expense		15,000			-			77,000		-			77,000			-			77,000

Cash distributions to non-controlling interests		-			-			-		-			-			(627,000	)		(627,000	)

Investment in subsidiaries by non-controlling interests		-			-			-		-			-			970,000			970,000

Net income		-			-			-		42,000			42,000			448,000			490,000

Balances at June 30, 2011 (unaudited)		4,612,000		$	8,606,000		$	4,780,000	$	6,304,000		$	19,690,000		$	4,264,000		$	23,954,000

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	2011			2010
Operating activities:
Net income	$	490,000		$	351,000

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization		2,880,000			3,021,000

Stock based compensation expense		77,000			56,000

Gain on sale of assets		(53,000	)		-

Changes in operating assets and liabilities:
Receivables		(677,000	)		(380,000	)

Prepaid expenses and other assets		(297,000	)		(17,000	)

Customer deposits/deferred revenue		103,000			-

Accounts payable and accrued liabilities		556,000			(250,000	)

Net cash from operating activities		3,079,000			2,781,000

Investing activities:
Proceeds received towards equipment held for sale		1,654,000			-

Payment for purchase of property and equipment		(1,770,000	)		(249,000	)

Net cash from investing activities		(116,000	)		(249,000	)

Financing activities:
Cash distributions to non-controlling interests		(627,000	)		(247,000	)

Advances on line of credit		-			600,000

Payments on line of credit		(800,000	)		-

Investment in subsidiaries by non-controlling interests		970,000			-

Principal payments on capital leases		(1,422,000	)		(950,000	)

Principal payments on long-term debt		(1,704,000	)		(2,241,000	)

Net cash from financing activities		(3,583,000	)		(2,838,000	)

Net change in cash and cash equivalents		(620,000	)		(306,000	)

Cash and cash equivalents at beginning of period		1,438,000			833,000

Cash and cash equivalents at end of period	$	818,000		$	527,000

Supplemental cash flow disclosure:
Cash paid during the period for:

Interest	$	1,237,000		$	1,188,000

Income taxes	$	40,000		$	53,000

Schedule of non-cash investing and financing activities
Acquisition of equipment with capital lease financing	$	3,472,000		$	3,578,000

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly American Shared Hospital Services’ consolidated financial position as of June 30, 2011 and the results of its operations for the three and six month periods ended June 30, 2011 and 2010, which results are not necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of December 31, 2010 have been derived from audited financial statements.

These unaudited consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2010 included in the Company’s 10-K filed with the Securities and Exchange Commission.

These financial statements include the accounts of American Shared Hospital Services (the “Company”) and its wholly-owned subsidiaries: OR21, Inc. (“OR21”); MedLeader.com, Inc. (“MedLeader”); and American Shared Radiosurgery Services (“ASRS”); ASRS’ majority-owned subsidiary, GK Financing, LLC (“GK Financing”); GKF’s wholly-owned subsidiaries, GK Financing U.K., Limited (“GKUK”) and Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”); ASHS’ majority owned subsidiary, Long Beach Equipment, LLC (“LBE”), GKF’s majority owned subsidiaries, Albuquerque GK Equipment, LLC (“AGKE”), Jacksonville GK Equipment, LLC (“JGKE”) and EWRS, LLC (“EWRS”), and EWRS’ wholly owned subsidiary, EWRS Tibbi Cihazlar Ticaret Ltd Sti (“EWRS Turkey”).

The Company through its majority-owned subsidiary, GK Financing, provided Gamma Knife units to twenty medical centers as of June 30, 2011 in the states of Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Mississippi, Nevada, New Jersey, New Mexico, New York, Tennessee, Oklahoma, Ohio, Pennsylvania, Texas and Wisconsin, and in Turkey.

The Company also directly provides radiation therapy and related equipment, including Intensity Modulated Radiation Therapy (“IMRT”), Image Guided Radiation Therapy (“IGRT”) and a CT Simulator to the radiation therapy department at an existing Gamma Knife site.

The Company has formed the subsidiaries GKUK, GKPeru, EWRS and EWRS Turkey for the purposes of expanding its business internationally into the United Kingdom, Peru and Turkey, LBE to provide proton beam therapy services in Long Beach, California, and AGKE and JGKE to provide Gamma Knife services in Albuquerque, New Mexico and Jacksonville, Florida. AGKE and EWRS Turkey began operation in second quarter 2011, and GKPeru and JGKE are expected to begin operation in the last half of 2011, but GKUK and LBE are not expected to begin operation in 2011.

During the first half of 2011, the Company’s 30% partner in Turkey made an initial investment in EWRS of $445,000, and its partners in the New Mexico Gamma Knife operation invested $524,000 in AGKE. These investments are included in the line item “Non-controlling interests in subsidiaries” in the Company’s financial statements.

The Company has only one operating segment.

Note 2.

Per Share Amounts

Per share information has been computed based on the weighted average number of common shares and dilutive common share equivalents outstanding. For the three and six months ended June 30, 2011 basic earnings per share was computed using 4,607,000 and 4,602,000 common shares, respectively, and diluted earnings per share was computed using 4,613,000 and 4,610,000 common shares and equivalents, respectively. For the three and six months ended June 30, 2010 basic earnings per share was computed using 4,597,000 and 4,595,000 common shares, respectively, and diluted earnings per share was computed using 4,607,000 and 4,603,000 common shares and equivalents, respectively.

The computation for the three and six month periods ended June 30, 2011 excluded approximately 155,000 of the Company’s stock options because the exercise price of the options was higher than the average market price during the periods. The computation for the three and six month periods ended June 30, 2010 excluded approximately 360,000 of the Company’s stock options because the exercise price of the options was higher than the average market price during those periods.

Note 3.

Stock-based Compensation

On June 2, 2010, the Company’s shareholders approved an amendment and restatement of the 2006 Stock Incentive Plan (the “2006 Plan”). Among other things, the amendment and restatement renamed the 2006 Plan to the Incentive Compensation Plan (the “Plan”) and increased the number of shares of the Company’s common stock reserved for issuance under the Plan by an additional 880,000 shares from 750,000 shares to 1,630,000 shares. The shares are reserved for issuance to officers of the Company, other key employees, non-employee directors, and advisors. The Plan serves as successor to the Company’s previous two stock-based employee compensation plans, the 1995 and 2001 Stock Option Plans. The shares reserved under those two plans, including the shares of common stock subject to currently outstanding options under the plans, were transferred to the Plan, and no further grants or share issuances will be made under the 1995 and 2001 Plans. Under the Plan, there have been 44,000 restricted stock units granted, consisting primarily of annual automatic grants and deferred compensation to non-employee directors, and approximately 626,000 options granted, of which approximately 466,000 options are vested as of June 30, 2011.

Compensation expense associated with the Company’s stock-based awards to employees is calculated using the Black-Scholes valuation model. The Company’s stock-based awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimates. The estimated fair value of the Company’s option grants is estimated using assumptions for expected life, volatility, dividend yield, and risk-free interest rate which are specific to each award. The estimated fair value of the Company’s options is amortized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Accordingly, stock-based compensation cost before income tax effect in the amount of $39,000 and $77,000 is reflected in net income for the three and six month periods ended June 30, 2011, compared to $28,000 and $56,000 in the same periods in the prior year, respectively. There were 21,000 options issued and no options exercised during the three month period ended June 30, 2011. There were no excess income tax benefits to report.

Note 4.

Convertible Preferred Stock Investment

As of June 30, 2011 the Company has a $2,617,000 investment in the convertible preferred stock (“Preferred Stock”) of Still River Systems, Inc. (“Still River”), representing an approximate 1.5% interest in Still River. The Company accounts for this investment under the cost method.

The Preferred Stock is convertible at any time at the option of the holder into shares of common stock of Still River at a conversion price, subject to certain adjustments, but initially set at the original purchase price. The Preferred Stock has voting rights equivalent to the number of common stock shares into which it is convertible, and holders of the Preferred Stock, subject to certain exceptions, have a pro-rata right to participate in subsequent stock offerings. In the event of liquidation, dissolution, or winding up of Still River, the Preferred Stock holders have preference to the holders of common stock, and any other class or series of stock that is junior to the Preferred Stock . The Company does not have the right to appoint a member of the Board of Directors of Still River.

The Company carries its investment in Still River at cost and reviews it for impairment on a quarterly basis, or as events or circumstances might indicate that the carrying value of the investment may not be recoverable. The Company evaluated this investment for impairment at December 31, 2010 and reviewed it at June 30, 2011 in light of both current market conditions and the ongoing needs of Still River to raise cash to continue its development of the first compact, single room PBRT system. Based on its analysis, the Company estimates that there is currently an unrealized loss (impairment) of approximately $1.5 million.

In assessing whether the impairment is other than temporary, we evaluated the length of time and extent to which market value has been below cost, the financial condition and near term prospects of Still River and our ability and intent to retain our investment for a period sufficient to allow for an anticipated recovery in the market value. Although the investment is not without certain risk, and the manufacture of the first unit has taken longer than originally anticipated, the Company believes that the current market value is a temporary situation brought on solely due to the continuing downturn of the economy, and is not a reflection on the progress or viability of Still River or its PBRT design. Based on the continuing progress being made by Still River toward the manufacture and installation of the first single room PBRT system, the Company believes that our investment in Still River is not other than temporarily impaired.

Note 5.

Customer Deposit

The Company received a $2,000,000 deposit from an existing customer during the first quarter 2011. The customer is currently leasing a Gamma Knife unit from the Company and wishes to upgrade to a Perfexion unit. Therefore, as part of an amendment to the existing customer contract, the Company has agreed to terminate the existing lease agreement and has entered into a purchase agreement with the customer for a Perfexion unit that is expected to be delivered and installed later in 2011.

Note 6.

Line of Credit

The Company amended its $9,000,000 line of credit with the Bank of America (the “Bank”) effective August 1, 2010, extending it for a two year period. The line of credit is drawn on from time to time as needed for equipment purchases and working capital. Amounts drawn against the line of credit bear interest at the Bank’s Prime Rate, or alternately the LIBOR rate plus 1.50 percentage points, and are secured by the Company’s cash invested with the Bank. The Company is in compliance with all debt covenants. The weighted average interest rate during the first six months of 2011 was 1.92%. At June 30, 2011, $7,700,000 was borrowed under the line of credit.

Note 7.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accrued liabilities approximated their fair value as of June 30, 2011 and December 31, 2010 because of the relatively short maturity of these instruments. The fair value of the Company’s investment in preferred stock is estimated to be $1,120,000 at June 30, 2011 and $1,390,000 at December 31, 2010. The fair value of the Company’s various debt obligations, discounted at currently available interest rates was approximately $29,559,000 and $29,178,000 at June 30, 2011 and December 31, 2010, respectively.

Note 8.

Repurchase of Common Stock

In 1999 and 2001, the Board of Directors approved resolutions authorizing the Company to repurchase up to a total of 1,000,000 shares of its own stock on the open market, and in 2008 the Board reaffirmed this authorization. There are approximately 81,000 shares remaining under this repurchase authorization. The Company did not repurchase any of its stock during 2010 or the first six months of 2011.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report to the Securities and Exchange Commission may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services, which involve risks and uncertainties including, but not limited to, the risks of the Gamma Knife and radiation therapy businesses, the risks of developing The Operating Room for the 21 st Century® program, and the risks of investing in a development-stage company, Still River Systems, Inc. (“Still River”), without a proven product. Further information on potential factors that could affect the financial condition, results of operations and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and the definitive Proxy Statement for the Annual Meeting of Shareholders held on June 9, 2011.

The Company had twenty Gamma Knife units in operation at June 30, 2011 and nineteen Gamma Knife units in operation at June 30, 2010. Two of the Company’s customer contracts are through subsidiaries where GKF or its subsidiary is the majority owner and managing partner. Thirteen of the Company’s twenty current Gamma Knife customers are under fee-per-use contracts, and seven customers are under retail arrangements. The Company’s contract to provide additional radiation therapy and related equipment services to an existing Gamma Knife customer is considered a retail arrangement. Retail arrangements are further classified as either turn-key or revenue sharing. Revenue from fee per use contracts is recorded on a gross basis as determined by each hospital’s contracted rate. Under turn-key arrangements, the Company receives payment from the hospital in the amount of its reimbursement from third party payors, and is responsible for paying all the operating costs of the equipment. Revenue is recorded on a gross basis and estimated based on historical experience of that hospital’s contracts with third party payors. For revenue sharing arrangements the Company receives a contracted percentage of the reimbursement received by the hospital. The gross amount the Company expects to receive is recorded as revenue and estimated based on historical experience.

Medical services revenue increased by $51,000 and $330,000 to $4,206,000 and $8,573,000 for the three and six month periods ended June 30, 2011 from $4,155,000 and $8,243,000 for the three and six month periods ended June 30, 2010, respectively. The increases for both the three and six month periods are primarily due to an increase in Gamma Knife volume at several sites compared to the same periods in the prior year, particularly at sites where the Company has replaced Gamma Knife units with Perfexion units. The increases at these sites were partially offset by lower revenue generated at three other sites where volume was lower than in the same periods in the prior year.

The number of Gamma Knife procedures decreased by 14 and increased by 37 to 450 and 939 for the three and six month periods ended June 30, 2011 from 464 and 902 in the same periods in the prior year, respectively. For the three month period, the primary reason for the decrease is that the Gamma Knife unit at one site is being replaced by the purchase, from the Company, of a new Perfexion unit. The contract with the customer was amended to include an early termination of the existing Gamma Knife lease and a purchase agreement for a Perfexion unit to be delivered later in 2011, and the Company no longer includes in its results procedures performed there. For both the three and six month periods, volume at the Company’s sites where Perfexion units have been installed increased by 10% and 16% for the three and six month periods compared to the prior year, respectively. These increases were partially offset by lower volume at three other sites.

Total costs of revenue decreased by $35,000 and increased by $19,000 to $2,370,000 and $4,813,000 for the three and six month periods ended June 30, 2011 from $2,405,000 and $4,794,000 for the three and six month periods ended June 30, 2010. Maintenance and supplies decreased by $109,000 and $134,000 for the three and six month periods ended June 30, 2011 compared to the same periods in the prior year. This was primarily due to no maintenance costs for three Perfexion units that were covered under warranty, lower maintenance contract costs for several other sites, and lower costs for maintenance and repairs not covered under maintenance contracts. Depreciation and amortization decreased by $74,000 and $131,000 for the three and six month periods ended June 30, 2011 compared to the same periods in the prior year, primarily because depreciation was stopped in 2010 on three sites where the remaining value of the equipment had reached its salvage value. This was partially offset by increased depreciation expense from two new Perfexion units that were installed in 2010 and two more new Perfexion units installed in 2011. Other direct operating costs increased by $148,000 and $284,000 for the three and six month periods ended June 30, 2011 compared to the same periods in the prior year. For both the three and six month periods, the increase is primarily due to higher operating costs in connection with the Company’s retail sites and higher property taxes.

Selling and administrative costs decreased by $42,000 and increased by $19,000 to $1,041,000 and $2,163,000 for the three and six month periods ended June 30, 2011 from $1,083,000 and $2,144,000 for the same periods in the prior year, respectively. For the three month period, the decrease was due to lower legal and payroll expenses, partially offset by higher business development costs and insurance expenses. The increase for the six month period was primarily due to higher business development costs and insurance expenses, partially offset by lower legal expenses.

Interest expense increased by $67,000 and $162,000 to $570,000 and $1,146,000 for the three and six month periods ended June 30, 2011 from $503,000 and $984,000 for the three and six month periods ended June 30, 2010, respectively. For both the three and six month periods, this was primarily due to increased interest expense from new financing obtained on two Perfexion units in 2010 and two Perfexion units in 2011. This increase was partially offset by lower interest expense on debt relating to the more mature Gamma Knife units. The more mature units have lower interest expense because interest expense decreases as the outstanding principal balance of each loan is reduced.

Interest and other income increased by $37,000 and $22,000 to $68,000 and $84,000 for the three and six month periods ended June 30, 2011 from $31,000 and $62,000 for the three and six month periods ended June 30, 2010, respectively. For both the three and six month periods, the increase was due to a gain on the sale of equipment of $53,000 in second quarter 2011. This was partially offset by a reduction in interest income due to low interest rates available on invested cash.

The Company had income tax expense of $22,000 and $45,000 for the three and six month periods ended June 30, 2011 compared to income tax expense of $21,000 and $32,000 for the three and six month periods ended June 30, 2010, respectively. The increase is primarily due to increased income before income taxes of $293,000 and $535,000 for the three month period ended June 30, 2011 compared to $195,000 and $383,000 in the same period in 2010. Based on the Company’s current estimated effective annual income tax rate for 2011 (based on income attributable to American Shared Hospital Services), a 52% income tax rate was applied to the company’s taxable income for both the three and six month periods ended June 30, 2011 compared to an 87% and 76% income tax rate for the same periods in the prior year, respectively.

Net income attributable to non-controlling interest increased by $79,000 and $108,000 to $250,000 and $448,000 for the three and six month periods ended June 30, 2011 from $171,000 and $340,000 for the three and six month periods ended June 30, 2010. Non-controlling interest primarily represents the 19% interest of GK Financing owned by a third party, and the variance relates to ventures that started in 2011 by subsidiaries of GK Financing.

The Company had net income of $21,000, or $0.00 per diluted share, and $42,000, or $0.01 per diluted share, for the three and six month periods ended June 30, 2011, compared to net income of $3,000, or $0.00 per diluted share, and $11,000, or $0.00 per diluted share, in the same periods in the prior year, respectively. The increase in net income for both the three and six month periods was primarily due to an increase in gross margin from operations, partially offset by higher interest expense.

Liquidity and Capital Resources

The Company had cash and cash equivalents of $818,000 at June 30, 2011 compared to $1,438,000 at December 31, 2010. The Company’s cash position decreased by $620,000 due to payments for the purchase of property and equipment of $1,770,000, principal payments on long term debt and capital leases of $3,126,000, payments on the Company’s line of credit with a bank of $800,000 and distributions to non-controlling interests of $627,000. These decreases were partially offset by net cash from operating activities of $3,079,000, proceeds received towards equipment held for sale of $1,654,000, and investment in subsidiaries by non-controlling interests of $970,000.

As of June 30, 2011, the Company has a $9,000,000 principal investment in a certificate of deposit with a bank with an interest rate of 0.7% which matures in August 2012.

The Company has a two year renewable $9,000,000 line of credit with a bank, available as needed for equipment purchases and working capital. Amounts drawn against the line of credit are secured by the Company’s cash invested with the bank. At June 30, 2011 there was $7,700,000 drawn against the line of credit.

The Company has scheduled interest and principal payments under its debt obligations of approximately $4,235,000 and scheduled capital lease payments of approximately $4,778,000 during the next 12 months. The Company believes that its cash flow from operations and cash resources are adequate to meet its scheduled debt and capital lease obligations during the next 12 months.

The Company as of June 30, 2011 had shareholders’ equity of $23,954,000, working capital of $4,534,000 and total assets of $68,109,000.

Commitments

The Company has a $2,617,000 preferred stock investment in Still River Systems, Inc., a development stage company, which is considered a long-term investment on the balance sheet and is recorded at cost. As of June 30, 2011, the Company also has $2,500,000 in non-refundable deposits toward the purchase of three Monarch250 proton beam radiation therapy (PBRT) systems from Still River. For the first two machines, the Company has a commitment to total deposits of $3,000,000 per machine until FDA approval is received, at which time the remaining balance is committed. The delivery dates for the first two machines are anticipated to be in 2012. For the third machine, the Company has a commitment to total deposits of $500,000 until FDA approval is received, at which time the remaining balance is committed. The Company has entered into an agreement with a radiation oncology physician group, which has contributed $100,000 towards the deposits on the third machine. The Still River PBRT system is not commercially proven and there is no assurance FDA approval will be received.

The Company has made non-refundable deposits totaling $6,560,000 towards the purchase of a LGK Model 4 Gamma Knife unit designated for placement in Peru, a Perfexion unit to be installed at an existing Gamma Knife site in the third quarter 2011, four additional Perfexion units to be placed at sites yet to be determined, an LGK Model 4 Gamma Knife unit that was installed at a new customer site in Turkey in late June 2011 and a Perfexion unit and radiation therapy equipment scheduled to be installed at another new customer site in Turkey in the third or fourth quarter 2011.

Including the commitments for the three Monarch250 systems, the six Perfexion units, the two LGK Model 4 Gamma Knife units and the radiation therapy equipment, the Company has total remaining commitments to purchase equipment in the amount of approximately $64,000,000. One of the Perfexion units will be sold to the customer as part of an early termination agreement of the lease on the existing Gamma Knife system. It is the Company’s intent to finance the remaining purchase commitments as needed. However, due to the current economic and credit market conditions it has become more difficult to obtain financing for the Company’s projects. The Company expects that it will not receive financing commitments from a lender for its PBRT systems until Still River obtains FDA approval on the Monarch250. As such, there can be no assurance that financing will be available for the Company’s current or future projects, or that any such financing will be on terms that are acceptable to the Company.

Impairment Evaluation of Still River

During the first quarter of 2009, Still River proposed a Series D round of financing to raise cash, which it was able to do, but at a per share price lower than the Company’s cost basis investment. In June 2010, Still River received approximately $20 million funding from an extended Series D offering at $0.17 per share, the same price as the earlier offering under Series D, of which existing investors contributed $13 million and new investors contributed $7 million.

In late December 2010, two lawsuits were filed by MIT against Still River, alleging patent infringement. Still River recently reached a settlement agreement with MIT, and believes this issue does not have a significant long-term impact on the business.

In February 2011, an additional round of financing under a Series D extension was offered and raised in excess of $14 million. These additional funds should allow Still River to complete the installation of the first proton beam unit, and allow it to make progress towards the manufacture of additional units. This round was offered at $0.17 per share, the same price as earlier offerings under Series D. Investors were offered an inducement to quickly close the round in the form of a warrant for 20% of additional shares. The warrant was offered because of the delays in construction that have occurred and because of the uncertainty at that time from the pending lawsuits.

The lower price per share of the Series D offering, along with the 20% warrant offered in the recent round of financing in 2011, could be viewed as a reasonable estimate of the fair value of our cost-method investment, indicating that our investment is impaired. The Company estimates that there is currently an unrealized loss (impairment) of approximately $1.5 million based on the issuance of the Series D funding compared to the Company’s cost of its investment.

However, the Company’s analysis has determined that its investment in Still River is not other than temporarily impaired. This is based primarily on the following:

The installation of Still River’s first proton beam unit at Barnes Jewish Hospital is complete with the exception of the third and final phase, which consists of the installation of the Accelerator System. Still River currently has two accelerator modules on its manufacturing floor with one being the prototype accelerator and one the production accelerator that is intended for Barnes Jewish Hospital. The prototype accelerator is undergoing extensive operational and lifetime testing as part of the verification and validation testing required for the FDA (510K) filing. The production accelerator is undergoing final integration and manufacturing testing, with a target ship date to the hospital in September.

Still River has started installation of its second system and a third system installation is scheduled to begin in the latter part of 2011.

In spite of the uncertain economic climate and a limited number of potential investors, with the initial Series D offering Still River was still able to raise the cash required to continue its operations, was able to add two new major investors, and continues to be able to raise additional cash with Series D extensions. Due to the high level of interest in more compact and lower cost proton beam radiation therapy devices, Still River has been able to attract funding from financially significant and highly sophisticated investors, such as Caxton Health and Life Sciences, Venrock Associates and CHL Medical Partners. All of these major investors, as well as Still River management, continue to invest in the Series D extensions.

Based on ongoing discussions with Still River management and regular review of their financial statements and cash flow projections, the Company believes that Still River will have adequate cash flow to continue development of the system. Still River expects that the additional funding from the February 2011 offering will be sufficient to complete the installation of the first system. Still River, as a development stage company manufacturing its first product, continuously analyzes its cash requirements.

The Company has analyzed its investment potential by comparing available financial information from Still River to financial data from initial public offerings (“IPO”) of companies with similar technologies and has determined that it could reasonably expect that the value of its investment in Still River would exceed the cost of its investment.

In addition the Company considered the following:

Much of Still River’s unique design is based on existing technology:

The single room PBRT concept and design, although a departure from the large scale three and four room PBRT systems on the market, is based on the existing principle of generating protons from a cyclotron. Still River, through design innovations and advances in magnet technology, has made the cyclotron more compact such that it can be mounted on the gantry

A gantry mounted cyclotron, although appearing to be revolutionary, has in fact been done previously. A neutron generating gantry mounted cyclotron has successfully treated patients for over ten years at Detroit Medical Center.

Still River’s development approach for the Monarch250 has been to integrate as many commercially existing components as possible into the Monarch250. The patient couch, CT imaging and treatment planning software are all commercially available and will be integrated into the Monarch250.

Still River has hired engineers and staff with many years of accelerator and proton beam experience. Personnel have been hired with prior experience at MIT’s Plasma Fusion Lab, as well as Still River rival, IBA.

Still River has completed several significant milestones towards its manufacture and installation of its first proton beam unit:

built the magnet and other cyclotron subsystems for the first three units

completed the manufacture/assembly of the gantry system

demonstrated integrated software control of all cyclotron operations on the prototype unit

completed and passed the cold mass test on the prototype unit.

completed the beam extraction test phase.

Still River filed Phase 2 of its 510(k) submission in June 2011, with Phase 1 having been submitted in February 2011. Final submission will occur following completion of the Barnes Jewish Hospital installation. The minimum expected review period after final submission is 3 months. However, it is not possible to predict the actual review period and outcome, and it is uncertain as to whether the FDA will require an inspection of the unit prior to deeming Still River’s application complete.

The expected completion of the first unit, and therefore the Company’s first two units, has been delayed due to minor problems during some of the tests that were quickly rectified. However, minor problems such as these are expected in a new technology, and do not affect the Company’s position on the viability of the Still River technology.

A respected physicist was hired by the Company as a third party consultant to perform a technical review of this project, and continues to make periodic reviews at the request of the Company. His discussions with Still River’s chief technology officer indicated that the delays encountered have at times resulted in modifications being required, but the modifications were not significant, and he still believes that development of the PBRT machine will be completed in Still River’s timeline. The consultant was not engaged to analyze Still River’s financial condition.

Still River added a new CEO, Joseph Jachinowski, in late 2009 strengthening its management depth, and with the new investors, increased its board strength as well. Independent board members consist of the following: Robert Wilson, Former Vice Chairman of Johnson and Johnson; Peter P. D’Angelo, President, Caxton Associates; Dr. Anders Hove, MD, Partner, Venrock Associates; Dr. Myles D. Greenberg, MD, General Partner, CHL Medical Partners; Dr. Jay Rao, MD, JD, Portfolio Manager, Green Arrow Capital Management; and Mr. Paul Volcker, Former Chairman, United States Federal Reserve.

Still River continues to add new customers to its list of sites agreeing to install the Monarch250 system.

Once FDA approval is obtained, the Company believes its per share investment in Still River will increase to a level higher than the Company’s existing carrying value (cost). As the first unit nears completion in 2011, and FDA approval appears more imminent, the Company believes that the value of its investment will meet and exceed its carrying value. The estimated recovery period is anticipated to occur subsequent to the first system’s clinical treatment of patients, which would shortly follow obtaining FDA approval. The Company has the intent and the ability to maintain its investment in Still River until at least these milestones are met.

Subsequent Events

In August 2011, the Company announced that it had entered into a contract to provide a new Perfexion unit to a new customer site in Jacksonville, Florida. The Perfexion is an upgrade from a Gamma Knife previously supplied by the Company to another hospital in the Jacksonville area, whose contract has expired.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company does not hold or issue derivative instruments for trading purposes and is not a party to any instruments with leverage or prepayment features. The Company does not have affiliation with partnerships, trust or other entities whose purpose is to facilitate off-balance sheet financial transactions or similar arrangements , and therefore has no exposure to the financing, liquidity, market or credit risks associated with such entities. At June 30, 2011 the Company had no significant long-term, market-sensitive investments.

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934. These controls and procedures are designed to ensure that material information relating to the company and its subsidiaries is communicated to the chief executive officer and the chief financial officer. Based on that evaluation, our chief executive officer and our chief financial officer concluded that, as of June 30, 2011, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to the chief executive officer and the chief financial officer, and recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the three months ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors

There are no changes from those listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

[Removed and Reserved.]

Item 5.

Other Information.

None.

Item 6.

Exhibits.

(a)

Exhibits

The following exhibits are filed herewith:

10.43a

First Amendment to Lease Agreement for a Gamma Knife Unit dated as of June 30, 2011 between GK Financing, LLC and Southern Baptist Hospital of Florida, Inc.

10.61	Purchase and License Agreement for a Gamma Knife Unit and Axesse System dated as of August 25, 2010 between Elekta Instrument AB and Baskent University, Adana, Turkey. (Confidential material appearing in this document has been omitted and filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2, promulgated under the Securities and Exchange Act of 1934, as amended. Omitted information has been replaced with asterisks.)

10.61a	Assignment Agreement from Elekta Instrument AB to EWRS Tibbi Cihazlar Ticaret Limited Sirketi dated March 11, 2011, for Purchase and License Agreement between Elekta Instrument AB and Baskent University.

10.62	Lease Agreement for a Gamma Knife Unit effective as of April 8, 2011 between GK Financing, LLC and Lovelace Health System, Inc., d/b/a Lovelace Medical Center. (Confidential material appearing in this document has been omitted and filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2, promulgated under the Securities and Exchange Act of 1934, as amended. Omitted information has been replaced with asterisks.)

10.62a	Assignment and Assumption of Purchase and License Agreement with Elekta, Inc., from GK Financing, LLC to Albuquerque Gamma Knife Equipment, LLC dated February 2, 2011.

31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN SHARED HOSPITAL SERVICES

Registrant

Date:	August 15, 2011	/s/ Ernest A. Bates, M.D.
		Ernest A. Bates, M.D.
		Chairman of the Board and Chief Executive Officer

Date:	August 15, 2011	/s/ Craig K. Tagawa
		Craig K. Tagawa
		Senior Vice President
		Chief Operating and Financial Officer

FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT

This FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT (this “Amendment”) is dated as of June 30, 2011, and is entered into by and between GK FINANCING, LLC, a California limited liability company (“GKF”), and SOUTHERN BAPTIST HOSPITAL OF FLORIDA, INC., a Florida not for profit corporation d/b/a Baptist Medical Center (“Hospital”), with reference to the following facts:

Recitals :

A. GKF and Hospital are parties to a certain Equipment Lease Agreement dated July 11, 2002 (the “Lease”), pursuant to which Hospital leases a Leksell Stereotactic Gamma Unit from GKF.

B. The parties desire to amend the Lease as set forth herein, pursuant to which (i) the Term of the Lease shall be extended to accommodate the performance of additional Gamma Knife procedures through July 29, 2011; and (ii) the removal of the Equipment from the Site shall be scheduled for October 2011.

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

Agreement :

1. Defined Terms . Unless otherwise defined herein, the capitalized terms used herein shall have the same meanings set forth in the Lease.

2. Extension of Lease Term . The Term of the Lease (which originally expired on May 2, 2011) is hereby extended through July 29, 2011 (the “Extended Term”). No Gamma Knife procedures will be performed by Hospital using the Equipment after July 29, 2011.

3. Lease Payments; Collections Run-Out Period . During the Extended Term, Hospital shall continue to pay Lease Payments to GKF for each and every Gamma Knife procedure performed (utilizing the Equipment) during the Extended Term, and shall continue to use diligent efforts to submit claims for reimbursement and collect on such amounts, all as set forth in Section 8 of the Lease. Following the expiration of the Extended Term, Hospital shall, by the thirtieth (30th) day of each month commencing August 30, 2011 through and including September 30, 2012 (the “Collections Run-Out Period”), continue to remit to GKF the aggregate Lease Payment(s) pertaining to Technical Component Collections (for Gamma Knife procedures utilizing the Equipment) received during the Collections Run-Out Period.

4. Removal of Equipment . Pursuant to Section 22 of the Lease (Removal of Equipment), the Equipment will be removed by GKF from the Site during October 2011, and GKF will coordinate such removal with Hospital administrative staff. During the period commencing from the expiration of the Extended Term to the date on which the Equipment is removed from the Site, GKF shall continue to pay rent to Hospital for the space occupied by the Equipment, which rent shall be in the amount of Two Thousand Seventy-Seven Dollars ($2,077) per month.

5. Full Force and Effect . Except as amended by this Amendment, all of the terms and provisions of the Lease shall remain in full force and effect. To the extent any of the terms of the Lease conflict with the terms of this Amendment, the terms and provisions of this Amendment shall prevail and control.

- 1 -

6. Miscellaneous . This Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts shall together constitute the same instrument. The captions and paragraph headings used herein are for convenience only and shall not be used in construing or interpreting this Amendment. This Amendment together with the Exhibits attached hereto constitutes the full and complete agreement and understanding between the parties hereto concerning the subject matter hereof and shall supersede any and all prior written and oral agreements with regard to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above.

GKF :		Hospital :

GK FINANCING, LLC		SOUTHERN BAPTIST HOSPITAL OF
		FLORIDA, INC. d/b/a Baptist Medical Center

By:	/s/Ernest A. Bates, M.D.
	Ernest A. Bates, M.D.	By:	/s/Joseph M. Mitrick, FACHE
	Policy Committee Member
		Name:	Joseph M. Mitrick, FACHE

		Title:	Senior Vice President

- 2 -

Exhibit 10.61

Confidential material appearing in this document has been omitted and filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2, promulgated under the Securities and Exchange Act of 1934, as amended. Omitted information has been replaced with asterisks.

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Customer (the "Customer")		Site (the "Site")
Adana Application and Research Center of Baskent University		The Radiotherapy Center of Kisla Health Campus of Baskent University
Dadaloglu Mah. 39. Sok. Yuregir		Kazim Karabekir Mah. 4227 Sok. No:37
Adana, Turkey		Adana, Turkey

Supplier (the "Supplier")

Elekta Instrument AB (556492-0949)

Kungstensgatan 18

Box 7593

103 93 Stockholm

SWEDEN

Phone: +46 8 587 254 00

Fax: +46 8 587 255 00

Definitions

Unless stipulated otherwise in this Cover Page, the terms of, and the definitions used in, the General Terms and Conditions attached to this Agreement as an exhibit shall apply to this Cover Page.

Background

Supplier is pleased to submit the following offer to sell/license the services, hardware and/or software described in the Scope of Supply (collectively referred to as the “Deliverables”) at the prices and terms stated in this Agreement. The sale and delivery of the Deliverables shall be made through Revenue Sharing, including a guaranteed payment from the Customer to the Supplier during the Revenue Sharing Term. For the sake of clarity, there will be two separate Revenue Sharing Terms, one for each of the Leksell Gamma Knife® 4 and the Elekta Axesse® (together the “Devices”).

This offer is valid until thirty (30) days from date of issuance as indicated above and no agreement shall exist between the Customer and Supplier (jointly referred to as the “Parties” and each a “Party”) until this Agreement is signed by both Parties.

Contract Price and Payment Terms

The Customer shall as Contract Price for the Deliverables share with the Supplier in equal parts the Total Invoice Amount generated through Procedures on each of the Devices (the “Revenue Sharing”), in accordance with the terms and conditions set out in this Agreement.

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Revenue Sharing

Supplier and the Customer shall share the Total Invoice Amount generated through Procedures on each of the Devices in accordance with the terms and conditions of this Cover Page and as specified in Exhibit A “Special Provisions for Revenue Sharing”.

Percentage:	Supplier is entitled to * of the Total Invoice Amount collectible by Customer from Procedures performed at the Site with each of the Devices as a Usage Fee.

Payment:	Payment of the Usage Fee shall be made by swift transfer to Supplier within thirty (30) days after Customer has reported the Procedures performed the preceeding month.

Minimum Requirement:	As a minimum requirement for the Elekta Axesse®, Supplier shall, during the Revenue Sharing Term, receive monthly payments from the Customer with at least an amount of *. For the sake of clarity, the payment of this Minimum Amount does not affect the revenue sharing of the Total Invoiced Amount for the Leksell Gamma Knife® 4 and shall thus be paid by the Customer to Supplier regardless of the Usage Fees payable for the Leksell Gamma Knife® 4.

Insurance:	Customer shall, during the Revenue Sharing Term keep the following insurance policy’s in effect:
	a)	all risk and hazard insurance policy covering each of the Devices, in the amount of * for the Leksell Gamma Knife® 4, and * for the Elekta Axesse®; and
	b)	public liability insurance policy concerning the operation of the Devices. Insurance amount not less than 10,000,000 USD per occurrence and 10,000,000 USD per year.

Securing of Guaranteed payments

Customer shall within 14 days of signature of this Agreement, as a security for payment of the Usage Fee, provide Supplier with an irrevocable Letter of Credit from a bank acceptable to the Supplier, in an amount of *, or another form of payment guarantee that is acceptable to the Supplier (in writing) in the amount of *. In the case of a Letter of Credit, it shall correspond to the form in Exhibit G, and must be acceptable to the Supplier.

In the event the Customer is unable to supply a Letter of Credit or another form of guarantee that is acceptable to the Supplier (Supplier accepts to Customer in writing) as described and according to the terms above, this contract shall become null and void.

Revenue Sharing Term

The Revenue Sharing Term shall be five (5) years for each of the Devices, with commencement upon the date of the performance of the first Procedure with each of the Devices respectively. For the sake of clarity, there will be two separate Revenue Sharing Terms, one for each of the Devices, each Revenue Sharing Term starting upon the date of the performance of the first Procedure with each of the individual Devices.

Page 2 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Software

The license fee for the Software accompanying the Hardware is included in the Contract Price and there shall be no additional license fee beyond the Contract Price.

Hardware and Software Maintenance and Support Service Fee

The Hardware and Software Maintenance and Support Service Fees for the duration of the Revenue Sharing Terms are included in the Contract Price.

The Services shall commence upon the expiry of the Warranty Period.

Page 3 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Hardware Requested Delivery Date.

The Requested Delivery Date is to be determined, but the Supplier agrees to make best reasonable efforts for installation in early 2011.

Supplier will issue a project plan setting out a more detailed timetable (the "Timetable"), which will become binding to the parties.

Framework Agreement

This Agreement may operate as a framework agreement pursuant to which the Customer may place subsequent orders for Deliverables. In order to record any future orders against this Agreement the parties shall enter into a new Cover Page which will detail the Deliverables licensed/purchased, the price and shall reference this Agreement and the applicable Exhibits and each new Cover Page shall constitute an order (“Order”).

THIS AGREEMENT INCLUDES THIS COVER PAGE AND THE EXHIBITS ATTACHED TO THE COVER PAGE ALL OF WHICH ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE. IN THE EVENT OF ANY CONFLICT AMONG THE TERMS OF THE COVER PAGE AND ANY EXHIBIT HERETO, THE CONTRACT DOCUMENTATION SHALL, UNLESS OTHERWISE SET OUT IN THIS AGREEMENT, BE GIVEN THE FOLLOWING ORDER OF PRECEDENCE:

(a)	COVER PAGE.

(b)	EXHIBITS, IN THE ORDER OF ATTACHMENT.

BASKENT UNIVERSITY	ELEKTA INSTRUMENT AB

Signature: /s/ Ali Haberal	Signature: /s/ Raymond Rau

Name: Ali Haberal	Name: Raymond Rau

Title: Prof. Dr. Medical Director	Title: V.P.

Date: 25-8-2010	Date: 25-8-2010

Page 4 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

EXHIBIT A

SCOPE OF SUPPLY

Stereotactic Equipment

904127 Leksell Neuro Generator

A1410-03 Electrode kit

1008174 Multipurpose Arc kit

A1200-04 LSS Clamp

A2425-01 Backlund biopsy kit complete.

Leksell Gamma Knife® 4

Standard delivery - Leksell Gamma Knife® 4

Qty	Description	Article no

1	Leksell Gamma Knife ® C with factory integrated trunnion adapters	912800
2	Leksell ® Coordinate Frame ™ LGK C Kit with Insulated Posts	916354
1	Leksell GammaPlan ® System	In BOM
1 pair	Y/Z slides	902623
1 pair	Curved fixation posts	907998
1	Scull scaling instrument	A0202-01
1	Radiation phantom with cassettes	A0202-02
1	QA film holder	A0202-04
1	CT indicator	A0800-11
1	MR indicator	A0820-07
1	X-ray indicator	A0860-04
1	CT adapter	A0400-04

Page 5 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

1	CT table fixation	A0401-XX
1	MR adapter	A0420-XX
1	X-ray adapter and support	A0440-XX
1 box	X-ray pen	901593
2	LSS spare part kit	50160-04
1	System start	970922
4 spac.	Clinical training	903676
1	60 Co sources (if specified in contract)	901863
	Cobalt loading (if specified in contract)	N/A
	Site planning	N/A
	Installation and commissioning	N/A

Page 6 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Leksell Gamma Knife ® - Radiation system

Radiation unit

With radiation shielding doors and primary collimator system

Covers for radiation unit and couch

Collimator helmets

Complete helmet with 201 final collimators, beam diameter 4 mm at focal point

Complete helmet with 201 final collimators, beam diameter 8 mm at focal point

Complete helmet with 201 final collimators, beam diameter 14 mm at focal point

Complete helmet with 201 final collimators, beam diameter 18 mm at focal point

Collimator plugs

98 full length collimator plugs

2 shortened collimator plugs

Fixation trunnion kit

1 set of fixation trunnions for manual coordinate frame fixation

1 set of adapters for trunnion fixation to collimator helmet

Electric cabinet

Electric cabinet with cabling

CUSS - central unit and safety system electronic board, circuit breakers, motor driver and cabling

LGK-CU software

Medical UPS

Operator area

19" Office cabinet

Mini keyboard and wireless mouse

Operator console with patient and operator audio/video, power supply, opto insulators, cabling and connectors

Flat screen monitors

Office UPS

MCU kit

MCU PC with I/O, CAN boards

Page 7 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

MCU software

Treatment couch

Sliding and height adjustable mattress

Hand control for treatment setup and initialization procedure

Helmet changer

For collimator helmet change procedure. Operated via the integrated hand control.

Helmet trolleys

For storage of collimator helmets. Includes drawer for storage of tools and collimator plugs

Tool storage cabinet

Drawers for storage of Automatic Positioning System ™ mechanical units, tools, frame accessories, trunnions, phantoms, etc.

On-site spare part kit

Limit switches, helmet screws, microphone, circuit boards, fuses, etc.

Tools

Helmet test tool

Helmet adjustment ring

Miscellaneous tools

Document set

Installation and supplementary documents

2 instructions for use

2 emergency routines

Signs and labels

Leksell ® Coordinate Frame LGK C Kit with Insulated Posts

A complete coordinate frame kit for Leksell Gamma Knife ® C including Insulated Fixation Posts and Titanium Fixation Screws. The Leksell ® frame is an unsurpassed 3D reference and positioning system for imaging, stereotactic neurosurgery and GK surgery.

Page 8 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Y/Z slides

1 set of Y/Z slides for coordinate setting in trunnion treatment

Curved fixation posts

1 set of anterior curved posts for improved reach for certain deep lesions

Scull scaling instrument

For measurement of scull shape for Leksell GammaPlan® modeling

Radiation phantom with cassettes

Dosimetry phantom for Leksell Gamma Knife®

QA film holder

For radiation focus film measurement

CT indicator

Fiducial box for CT imaging procedure

MR-Indicator for Frame Model G

Leksell® MR Indicator is used during MR scanning for target localization in stereotactic neurosurgery and radiosurgery. Leksell® MR Indicator is part of Leksell Stereotactic System®.

X-ray indicator

Fiducial box for angiography imaging procedure

CT adapter

Fixating the stereotactic frame to the CT table fixation

CT table fixation

Fixating the CT adapter to specified CT table.

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Exhibit 10.61

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Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

MR adapter

Fixating the stereotactic frame to specified MR table.

X-ray adapter and support

Fixating the stereotactic frame to specified angiography table.

X-ray pen

For drawing on film, box of 12 pens.

LSS spare part kit

On-site spare part kit for Leksell Stereotactic System ® .

System start

On-site application training with Gamma Knife experienced neurosurgeon and/or radiation physicist.

Clinical training

Gamma Knife ® Surgery training arranged by Elekta. Treatment indications, technique, literature, etc., 5-7 days depending on site.

Cobalt sources

60 Co loading

Loading service using Elekta loader with certified personnel.

Site planning

Site visit and survey by Elekta service staff for complete site planning.

Leksell GammaPlan ®

1	Standard LGP for LGK 4

Includes one (1) Leksell GammaPlan® (LGP) license for creating new treatment plans for Leksell Gamma Knife® 4, B or C .This main license allows the addition, management and storage of an unlimited number patient records and treatment plans. LGP also allows the visualization of treatment plans created at other LGK units.

Page 10 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

XtndX

Set containing;

- 1 universal XtndX trunnion in stainless steel for X coordinates 38 < X < 162

- 1 XtndX Y-slide in stainless steel

- 1 long XtndX Z-slide in stainless steel for Z coordinates 15 < Z < 90

- 1 short XtndX Z-slide in stainless steel for Z coordinates 90 < Z < 155

- 8 set of locking pieces and screws for Z slide

- 2 set of locking pieces and screws for Y-slide

- 1 Instruction for Use

1	Spare part kit for XtndX

Set containing;

- 16 spare screws and 8 locking pieces for Z slides.

- 4 spare screws and 2 locking pieces for Y-slide.

Page 11 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Technical specification - Leksell Gamma Knife ® 4

Dimensional data
Overall length including covers	4640 mm
Overall width including covers	2000 mm
Overall height	1935 mm
Total weight, approximate	20,000 kg
Maximum load on couch	180 kg

Radio-physical data1
Total 60Cobalt activity	< 6600 Ci (2.44 x 1014 Bq )
Single source activity deviation	< 10% of average source activity
Dose rate measured in calibration conditions	> 3 Gy/min
Number of 60Cobalt sources	201

1 Not applicable for LGK Upgrade to Model 4 without reloading

Accuracy data
Mechanical isocenter radius	< 0.3 mm
Helmet positioning accuracy	< 0.1 mm
Total radiophysical accuracy	< 0.5 mm
Treatment timer	< 0.2 %

Electrical data
Power consumption, approximate	1.6 kVA
Mains power supply (switched)	120 (+/-10%) V AC, 50-60 Hz, 20 A 230 (± 10%) V AC,
	50-60 Hz, 10 A
	100 (± 10%) V AC, 50-60 Hz, 20 A
Video system	PAL, NTSC

Page 12 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Standards and approvals

EN/IEC 60601-1: Medical Electrical Equipment - General Requirements for Safety.

EN/IEC 60601-1-2: Collateral Standard: Electromagnetic Compatibility.

UL 2601: Medical Electrical Equipment - General Requirements for Safety.

CAN.CSA-C22.2 No 601.1-M90: Medical Electrical Equipment, Part 1: General Requirements for Safety.

EMC

Potential electromagnetic or other interference between the equipment and other devices can occur even though the device fulfills the legal requirements. To avoid such problems the possible interfering equipment could be removed from the treatment room or placed somewhere else in the room. The user should take extra care if the patient uses a pacemaker or similar device.

Interconnecting requirements

All interconnected equipment must be connected to the system in accordance with the requirements of IEC/EN 60601-1-1. All equipment placed inside the patient area must fulfill the requirements in IEC/EN 60601-1. All other interconnected equipment must fulfill applicable safety standards e.g. IEC/EN 61010-1 and IEC/EN 60950.

Declaration of conformity

The device complies with the requirements of the Medical Device Directive 93/42/EEC.

The product is marked with the CE mark.

Page 13 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Elekta Axesse® system

Qty	Description

1	Elekta Axesse™ - Image Guided Stereotactic Treatment Management System

Elekta Axesse™ is a system optimized for and exceeding the exacting clinical demands of frameless stereotactic radiosurgery and radiation therapy, at the same time ensuring maximum patient throughput.

Elekta Axesse™ incorporates the latest technology in planning, imaging and delivery capabilities to bring to the market the ultimate system for image guided stereotaxy.

Elekta Axesse™ unique capabilities include true 3D imaging which gives target and critical structure visualization at the time of treatment and enables 6D remote robotic automatic position corrections. The integrated, high- resolution beam shaping supported by sophisticated planning and IMRT and VMAT delivery techniques ensures increased target conformance, while streamlined workflow, patient management and dose verification capabilities optimize the clinical process.

1	Elekta Axesse™ Patient Positioning

This comprehensive package enables the highly accurate robotic positioning with six degrees of freedom of patients for image-guided, stereotactic treatment anywhere in the body.

Accurate targeting and critical structure avoidance is enabled by the image guided workflow and further enhanced by the automatic 6 dimensional correction capability of the integrated patient support system.

This package includes:

The robotic automatic patient table enabling 6 degrees of freedom (x, y, z, roll, pitch and yaw) with sub-millimeter positioning accuracy.

Carbon fiber table top with a lengthening extension, Head and Neck extension and indexing bars. Newest generation of carbon fiber couchtop significantly reduces appearances of artifacts

Infrared tracking system to move the table into the exact position and for validation of the patient position. Easy to use graphical user interface and a new generation infrared camera system.

Installation of the table, camera system and software.

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Exhibit 10.61

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Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

1	Elekta Axesse™ - Patient Immobilization

The head and body immobilization devices provide comfortable and stable support for the patient. This is vital for stereotactic image guided workflow in ensuring the target and critical structures are correctly aligned to the dose distribution at the start and throughout the subsequent radiation delivery.

This package includes:

Body Immobilization with 5 vacuum bags suitable for thorax, pelvis and whole body. The immobilization can be indexed to the tabletop. The system is compatible with CT and MRI imaging techniques. Dual vacuum technology provides maximum intra-treatment patient stability.

Non-invasive and re-locatable cranial/head-and-neck immobilization with patient specific vacuum mouthpiece fixation. Unique vacuum technology ensures secure immobilization and reliability.

Vacuum pump.

1	Elekta Axesse™ - IMPAC MOSAIQ for Integrated Treatment Management

The IMPAC Integrated Treatment Management System ensures efficient and streamlined use of the Elekta Axesse™ system, assisting the user in all aspects of the image guided stereotactic workflow process.

This system is powered by SYNERGISTIQ that integrates MOSAIQ and the image guided XVI software into a consolidated and synchronized user interface.

Key Features of the IMPAC Integrated Treatment Management System for Elekta Axesse™ include:

MOSAIQ:

Facilitates the generation of complex treatment prescriptions and supports the automatic setup, recording and verification of imaging and radiation treatment delivery.

Automates appointment scheduling and optimizes resource allocations to streamline workflow.

Supports the transfer of data and reference images from the Elekta Axesse™ treatment planning system.

Supports the integration of reference, portal and IGRT images into the setup and verification process, streamlining image workflow.

Enables on-line review of medical images by providing tools that allow the physician to approve modify or reject and image and automatically communicate changes to the radiation therapist at the point of care.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

SYNERGISTIQ:

Coordinated patient selection between the MOSAIQ software and the volumetric image acquisition device, eliminating the need for additional keyboards, mice, and keystrokes.

Streamlines the VolumeView™ acquisition process as information from the MOSAIQ is used to automatically setup the acquisition device including patient selection, reference data and pre-set selection.

Automatically stores the Couch Corrections derived from the Reference CT/ VolumeView™ 3D-image registration as part of MOSAIQ to allow for trending and analysis via MOSAIQ Setup Intelligence.

Automatically stores acquired VolumeView™ images in MOSAIQ.

VolumeView™ Images as well as the Reference CT and the registration that was performed at the time of treatment are integrated with the patient medical record and are available for review via MOSAIQ Image Enabled Electronic Chart throughout the department.

Provides a single user interface for all interactions with MOSAIQ, Elekta Axesse™ Control Console, and volumetric image acquisition device utilizing only one monitor, one keyboard, and one mouse.

The acquisition of a VolumeView™ image triggers the capture of the user-defined code for billing or utilization analysis.

Incorporates within the GUI the real time MLC display.

Supports input of images in DICOM 3 and DICOM RT format

Training is provided by IMPAC- trained MOSAIQ experts who can provide users with specialized knowledge, which they can apply with confidence on the job.

1	Elekta Axesse ™ - Stereotactic treatment delivery with full image guidance

The Elekta Axesse o image guided stereotactic treatment delivery accelerator provides proven high conformance dose delivery through fine resolution beam shaping in conjunction with a suite of sophisticated treatment delivery techniques and sub-millimeter accuracy using the latest in image guided technology.

Building on Elekta’s long experience in linear accelerator technology and reputation in innovation the Elekta Axesse ™ image guided stereotactic treatment delivery accelerator provides:

Advanced digital linear accelerator with exclusive cover set design providing 6MV photon energies and the unique potential for up to 2 additional photon energies and 7 electron energies.

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Exhibit 10.61

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Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

The ability to treat non wedged, wedged, conformal, arc, IMRT, VMAT and stereotactic fields.

Full field conformance, asymmetry and leaf interdigitation maximizes the beam shaping ability with minimal penumbra.

Integrated high-resolution beam shaping ensuring maximum patient clearance.

Remote automatic table positioning in 3 as well as 6 degrees of freedom and assisted set up from inside and outside the treatment room maximising clinical workflow efficiency.

Advanced robotic image guided technology with 2D MV imaging and, 2D and 3D kV imaging capability, supported by a suite of software tools that

enable fast and efficient integration of image guidance into the daily workflow

ensure the highest accuracy possible for IMRT, VMAT, radiosurgery and stereotactic radiation therapy

enable clinicians to take full advantage of IMRT and VMAT dose delivery without the need for implanted target surrogate markers, due to the high visualization capability of all soft tissue structures, target volume and critical structure position

fast acquisition of 2D or 3D kV images with the patient in the treatment position, at the point of treatment for real tme modification

allows precise registration of the reconstructed image data with the historical CT planning data as a non-invasive procedure

confident tracking of sophisticated treatments such as IMRT and VMAT, with fast continuous, synchronized imaging

provides imaging and analysis options through Planar View (2D static imaging), Motion View (2D sequence mode) and Volume View (3D Volumetric mode), imaging modalities

DICOM CT export of images

Segmental (Breath Hold) VolumeView™

Provides the user with the ability to interrupt and restart VolumeView ™ acquisitions using the Function Key Pad.

Supports 3D acquisition during breath-holding procedures by allowing the acquisition of partial volumes for each separate breath hold, with subsequent reconstruction a single 3D image.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Intuity

3D Shaped Registration Region of Interest

The 3D Shaped Registration Region of Interest can be generated from any structure imported from the Treatment Planning System, or created manually using tools in the software.

This allows generation of a 3D registration volume which conforms to anatomical structures.

3D Automated Seed Match Tool

This functionality employs an optimized 3D registration algorithm to register implanted markers, providing fast, efficient registration without compromising on 3D volumetric information.

Critical Structure Avoidance

Registration of a Clipbox and Shaped Registration Region of Interest.

Critical Structure Avoidance allows registration of two separate areas of anatomy, utilizing both the Clipbox and the Shaped Registration Region of Interest. XVI software will calculate the relationship of both areas of anatomy to the proposed correction vectors and alert the user if the target has moved closer to the critical structures due to anatomical changes. The user can then choose to select a compromise between the two areas, or send the patient for re-planning.

The Elekta Axesse ™ Stereotactic Treatment Delivery Accelerator with full image guidance includes:

Travelling wave-guide with 20 years warranty.

High power rapid tuning magnetron, with full 24 months warranty.

Treatment control system which manages all aspects of the Linac treatment process providing processing, logging and optional recording facilities for all pertinent Linac patient and machine data.

Treatment control system software for Elekta Axesse which supports VMAT and Segmental, Dynamic and Dynamic Arc IMRT delivery

Integrated Auto-Wedge providing any wedge angles from 1 to 60 degrees.

Two in-room monitors mounted on both sides of the linac for easy of accessibility.

Mechanical front pointer.

On board diagnostic mode for system calibration and on screen fault analysis.

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Exhibit 10.61

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Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Short shadow tray for shielding blocks.

Soft touch hand held controllers for linac and imaging equipment movement in the treatment room.

Fine resolution integrated MLC utilizing the proven high resolution optical leaf positioning system, which includes a field light projector, crosswire system and camera, providing a fail-safe and precise beams-eye-view of actual leaf position.

80 individually controlled 4mm leaves with a travel range of more than 21 cm for each leaf with a maximum overall field size of 16 x 21 cm.

AutoCAL calibration software, tools and license providing improved calibration and verification of many fundamental radiation and mechanical parameters, making it easier and faster to set up and maintain the multileaf collimator for routine IMRT clinical use.

Set of phantoms for ease of calibration and QA of the image guided technology. Including:

Geometric Phantom - specially designed to enable kV to MV isocenter alignment and other calibration activities for the imaging system. Used in conjunction with the specific associated software tools delivered with the system to enable fast calibration of the kV to MV X-ray isocenter, and flex map calibration for VolumeView TM imaging

QA Phantom - for routine QA of the kV imaging system

Contrast Phantom - enables measurement of high resolution and contrast resolution and other image quality parameters of the VolumeView™ images

2D Phantom - Image quality phantom use for 2D kV image quality to determine the low contrast and spatial resolution of 2D kV images (PlanarView ™ images)

Calibration phantom

kV imaging hardware including:

X-ray tube - 15/45kW dual focal spot, 0.4/0.8mm

Fan cooled

Thermal cut-out switch

Retractable X-ray tube support arm

40kW kV generator

Manual collimator facility, collimator field size facility and X-ray volume Imaging filter

Image acquisition parameters selectable via XVI Workstation User Interface

41cm x 41cm Amorphous Silicon panel kV detector mounted on a robotic motorised retractable arm, enables 25cm length 3D volume image data to be acquired in one gantry revolution

Panel position for X-ray Volume Image acquisition

For VolumeView ™ imaging module option - 3 Fields of View X-ray Volume Image acquisition, small, medium, large.

High performance dual Processor PC for kV image acquisition, VolumeView ™ reconstruction, and suite of imaging tools

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

PlanarView™ license

The PlanarView™ license enables the acquisition of static 2D kV images on the XVI system. Images are displayed, and can be compared to a reference image. Image annotation tools are available.

Reference images can be imported via DICOM.

Included are acquisition protocol templates for anatomically appropriate acquisition parameter settings to control the X-ray generator.

In treatment room display of XVI settings.

MotionView™ license

The MotionView™ license enables the acquisition of 2D kV sequence images. These images can be acquired to monitor organ motion over a specified period of time. Images are then displayed as a movie loop series of images.

Included are acquisition protocol templates for anatomically appropriate acquisition parameter settings to control the X-ray generator.

VolumeView™ License

The VolumeView™ license enables the acquisition of 3D fully isotropic Volume images.

Included are acquisition protocol templates for anatomically appropriate acquisition parameter settings to control the X-ray generator. They also Include gantry rotation control, and settings for number of projections to be acquired during 3D-volume acquisition.

Selectable Field of View includes Amorphous Silicon detector position and X-ray collimator setting for 3D-volume acquisition.

Includes 3D-image reconstruction software.

Multi planar reconstructed image display, with easy 3D volume explore facility.

Image display tools, window level/width, Zoom.

DICOM CT, DICOM RT Image and Structure Set import, DICOM RT Plan import.

Reference image display.

Sophisticated Image registration tools, provide automatic image registration as well as manual registration facility.

Isocenter display in volume display.

Reference image structures display overlay onto VolumeView™ image.

Relative table zero and correction vector display and record.

In room table zero and relative table position display and operation.

In treatment room display of XVI settings.

Image storage facility.

QA software for geometric calibration of kV to MV system.

Page 20 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

2D MV imaging hardware including:

Rigid and fully retractable slim line amorphous silicon detector panel on an interlocked retractable arm with automatic and manual movement control

PC for acquisition of MV images

Elekta Axesse Function Key Pad

The Function Key Pad provides the following features:

- MV Start, Interrupt and Terminate

- LED’s to indicate radition on / off status

- Linac Assisted Setup (ASU) - facilitating automatic gantry and diapragm rotations

- Table ASU - facilitating automatic table translations and isocentric setup

- Imaging ASU - facilitating automatic remote retraction of the iViewGT™ detector

This Function Key pad has been ergonomically designed to ensure comfort during prolonged ASU periods.

Elekta Axesse™ Operator gift set

Elekta Axesse™ Manual and associated documentation

1	The Elekta Stereotactic Partnership

Elekta Axesse™ customers enter into a unique partnership with Elekta providing:

- Comprehensive training package to ensure the hospital team is confident in the use of the Elekta Axesse™ system in supporting image guided, IMRT and frame-less stereotactic techniques

- ‘All Elekta’ installation means you get access to many new functionalities 1 st

- Support with your institutional marketing needs

- Opportunities to influence the development of stereotactic practice

- Opportunities to be guided onto the next rung of the stereotactic ladder

- Stereotactic user group

- Dedicated to advancing the practice of stereotactic treatments

- Meetings attended by Elekta CEO & Senior Management Team

- Research collaboration opportunities

Page 21 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

The comprehensive training package includes:

Fast Clinical Start Up Course -

On-site Applications Training

A 10 day Applications Training course given on site for a maximum of 6 operators of the Elekta Axesse o system.

This training course concentrates on the imaging and delivery system components of Elekta Axesse o and how these can be used effectively in a clinical workflow.

Clinical Introductory Education Courses –

IGRT Clinical Training course for 3 people.

This prestigious 2-day introductory course addresses the principles of Image Guided Radiation Therapy by sharing the knowledge of experienced practitioners who have been working at the forefront of clinical protocol development within this innovative advanced treatment discipline.

This education program has been developed for attendance by a multidisciplinary team comprising 1 Clinician, 1 Physicist and 1 Radiographer (Therapist) per institution.

The course will take place at an elite 4D Adaptive IGRT center of excellence. It will be delivered by an equally multidisciplinary team drawn from the host's own staff in order to meet delegate's specific needs.

Each delegate will be provided with the opportunity to both observe, and participate in practical application of these advanced innovative techniques, including imaging modalities (VolumeView™, PlanarView™, MotionView™) and associated IGRT clinical workflows.

The course curriculum will cover each stage of the treatment process; planning, X-ray Volume Image acquisition for verification, image review & registration and decision and action protocols. This will enhance confident commencement of an Image Guided program when delegates return to their own clinic.

Page 22 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

All tuition fees, training materials including lunch, during the course are covered, while travel and accommodation costs are not included.

This training will be available for up to 12 months from the acceptance date of the Elekta Axesse o system.

IMRT Clinical Training Course for 2 people.

This 2-day course is held at a European Hospital in collaboration with Elekta.

The course is aimed at Radiation Therapist, Dosimetrists, and Physicists.

The objectives of this education program are to present the steps required to implement segmental IMRT for routine treatment on Elekta Axesse  .

Topics covered include:

Software structure overviews

Planning screen changes and additions

Functionality for IMRT treatment planning

Inverse planning overview

Planning protocols

Optimisation

Dose volume histogram tools

Workflow manager tool

This training will be available for up to 12 months from the acceptance date of the Elekta Axesse o system.

Advanced Clinical Education Courses –

SBRT Clinical Training course for 3 persons

Advanced clinical training gives attendants the opportunity to increase their competence within the Stereotactic field and to interact with other centers to discuss various ways of fast-tracking a SRS/SRT program.

This 2-day course further enhances physicians’ knowledge of identifying cases, planning and dosimetry, treatment delivery and monitoring of a successful SRS/SRT program. The faculty includes experienced clinical experts, backed up by Elekta Product and Application Specialists.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

This training will be available for up to 18 months from the acceptance date of the Elekta Axesse o system.

VMAT Clinical Training Course for 2 people.

This 2-day course is held at a European Hospital in collaboration with Elekta.

The course is aimed at Physicists, Dosimetrists, Radiation Oncologists and Therapists.

The objectives of this education program are to present the steps required to implement VMAT for routine treatment on Elekta Axesse.

Topics covered include:

Principles and practice of VMAT

Indications for VMAT vs. IMRT including case studies

Skill set for VMAT planner (hands-on)

Time required to plan (break-down)

Verification of planning system for VMAT

VMAT class solutions

Quality assurance protocols/procedures (hands-on)

Routine QA and Patient QA

This training will be available for up to 12 months from the acceptance date of the Elekta Axesse system

1	IQ Server Software

Foundation for the integrated EMR / Practice Management system. Includes patient master index (PMI), internal and external directories, system utilities, configuration libraries and barcoding capability.

MOSAIQ

Image-Enabled Electronic Medical Record (EMR) including

core charting features - configurable Chart Navigator, Qwik Rx electronic ordering, patient assessments, Word-based transcription generation, electronic document management, and the ability to import medical images only if configured with documents, ID photos, scanned images, and other electronic files for incorporation into the EMR - as well as core reporting and process management tools.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

1	Crystal Reports 10 Developer Full Product OEM Edition English

1	SQL licences for MOSAIQ Desktop server

SQL Server licence and media pack are required as a pre-requisite to install MOSAIQ Desktop application software on the server.

1	MOSAIQ Setup Intelligence

Positioning system that combines sophisticated on or off-line image registration tools with the ability to capture, document and analyze positional shift information resulting from setup variations in conventional IMRT and IGRT delivery techniques. Includes image registration and analysis so support quantitative comparisons between the reference image and the port film, storage of image/shift information and comprehensive trend analysis.

1	Connectivity to TPS or Virtual Sim (TBD)

Treatment Planning System (TPS) and Virtual Simulator connectivity supports the import of the TPS plan and image information in DICOM format. The extent of the information imported depends on the treatment planning system / Virtual Simulator device and the type of interface.

1	Elekta Axesse™ - Treatment Planning System

The Elekta Axesse™ Treatment Planning System specializes in stereotactic and dynamic IMRT and VMAT treatment abilities. One main workstation is supplied with software modules supporting stereotactic localization, conformal static and rotational arcs, IMRT and VMAT for stereotactic and image guided radiation deliveries, providing everything that is required by radiation oncology and neurosurgery teams.

Multimodality image support also means that this treatment planning system can offer registration and fusion of a range of images such as CT, MR, PET making it a flexible and versatile tool for both disciplines.

Inverse planning provides field fluence optimization based on targets and critical structures, and offers a simulated annealing algorithm (Fast Fourier Transforms), which is fast and accurate, and ideally suited to the continuous adjustments that are made to manually optimize the treatment plan. The planning system also provides multiple target optimization and a live display of 3D dose clouds and DVHs during iteration.

Treatment planning of dynamic arc modulation and VMAT is driven by AMOA a unique arc modulation optimization algorithm. This technique gives sharper dose gradients and can be delivered faster than segmental delivery. This planning system is able to facilitate the combination of intensity modulated field/arcs with conformal field/arcs within the same treatment plan. The benefits of these two techniques can be combined in this way to provide superior PTV coverage (no loss in inhomogeneity) with optimized sparing of healthy tissue and organs at risk.

Page 25 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

The Elekta Axesse™ Treatment Planning system is designed in a very user-friendly way. Its application is intuitive making it easy to learn and its simple GUI helps ensure that it is a valuable and reliable tool for the entire radiation oncology or neurosurgery team. It enables highly conformal and complex plans to be performed in a split second, ensuring the maximum possible dose is delivered to the target volume while minimizing the dose to surrounding critical structures.

Software planning modules including:

- Import and registration of multi-modality image data

- Segmentation and contouring

- Stereotactic treatment planning and optimization

- Plan evaluation

These support the standard functionality of Elekta Axesse™ including IMRT and VMAT.

1	Elekta Axesse™ – Treatment Planning Workstation

A powerful workstation with multiple processors (minimum dual-processor and quad-core) which shares a common environment with other Elekta planning systems.

The Elekta Axesse™ – Treatment Planning Workstation includes the following main components:

- PC (Linux) workstation

- 19” TFT Flat Panel Display

- External DAT drive

- A4 Color laser printer

1	10 MV Mid Energy Photon

1	15 MV High Energy Photon

1	6 MeV Electron Energy

Page 26 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

1	8 MeV Electron Energy

1	10 MeV Electron Energy

1	12 MeV Electron Energy

1	15 MeV Electron Energy

1	18 MeV Electron Energy

1	Aperture Plate Electron Beam Applicator 6 x 6 cm

Fitted with spring loaded touch guard, coded end frames and electrical connection to linear accelerator.

The X-ray diaphragms are then set automatically to the optimum position.

A unique hook and latch mounting system enables easy and rapid attachment.

1	Aperture Plate Electron Beam Applicator 10 x 6 cm

Fitted with spring loaded touch guard, coded end frames and electrical connection to linear accelerator.

The X-ray diaphragms are then set automatically to the optimum position.

A unique hook and latch mounting system enables easy and rapid attachment.

1	Aperture Plate Electron Beam Applicator 10 x 10 cm

Fitted with spring loaded touch guard, coded end frames and electrical connection to linear accelerator.

The X-ray diaphragms are then set automatically to the optimum position.

A unique hook and latch mounting system enables easy and rapid attachment.

1	Symmetry TM

4D Acquisition, In line Reconstruction and Registration

Symmetry provides acquisition and in line reconstruction of 4D volumetric data, utilizing unique patented technology for sorting each projection image into a phase based bin. This sorting occurs by reviewing the moving anatomy within the projection images and calculating a respiratory trace directly from the internal anatomy. No external surrogates are required in this process.

Page 27 of 55

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Following reconstruction, Symmetry includes an optimized workflow for registration purposes. Each reconstructed phase of the respiratory cycle is matched to a 3D reference image automatically. Following registration, the user can review the results quickly and efficiently due to an optimized software view. Correction vectors are automatically calculated to position the tumour in either the average or the exhale position.

1	CIRS Dynamic Thorax Phantom

Respiratory Motion Phantom

4D Phantom allows study of Symmetry functionality.

Motion can be performed in 3D dimensions, which allows simulation of both rotational and translational target motion.

1	QUASAR Respiratory Motion Phantom

Respiratory Motion Phantom

4D Phantom allows study of Symmetry functionality.

Motion can be performed in 1 dimension, which allows simulation of translation target motion.

1	Turbo starter kit for Elekta Axesse™

Ancillary equipment required for the installation and maintenance of any Precise Digital Accelerator.

Comprising:

- Rotary vacuum pump

- Turbo molecular pump attachment for rapid pump down times and higher roughing vacuum

1	Las Vegas calibration phantom

The Las Vegas phantom is a device that is used to check image quality of a portal imaging device at different megavoltage energies both at acceptance and as part of the corrective maintenance procedure.

1	Spares Kit Extended

An extended kit of spare parts for the Digital Accelerator.

Page 28 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

1	Spares kit Beam Modulator ™

1	Precise Treatment Table - Spares Kit

1	Kit of Spares for XVI

1	Room Lasers, Green, Remote

Laser patient alignment system, Green lines with remote control adjustment.

Set of 4 Green Room lasers.

Comprising 3 crosshair and 1 line sagittal laser.

Featuring extremely fine lines (< 1mm), high precision adjustment at the isocenter and easy to install, stable mounting bracket.

Inclusive of switchable (110v to 240v) Power Supply and universal main adaptor and remote hand-held controller.

1	Color CCTV and Intercom 220v

Color CCTV monitoring system with pan, zoom and tilt functions, 2 monitors and control panel.

Intercom for patient and radiographer communication, includes a master and remote station.

Page 29 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

1	Monaco Treatment Planning System – To be configured by Elekta for optimal useability with Axesse.

1	Water Chiller for Digital Accelerator

Closed Circuit Water Chiller. Provides cooling water for the SL Series heat exchanger water circuit. The cooler uses Ozone friendly, "R134a" refrigerant gas in line with the latest protocols and local regulations. Will operate with a constant heat output to air of 12KW at 40 Celsius ambient air Temperature.

Comprising:		Water Chiller
		Water Hose

Page 30 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

EXHIBIT

SPECIAL PROVISIONS FOR REVENUE SHARING

1.	DEFINITIONS

The following terms used in this Exhibit (or in other parts of the Agreement) shall have the meaning set forth below:

Total Invoice Amount shall mean the gross revenue collectible by the Customer for all Procedures with no deduction of any costs that are incurred by the Customer. Total Invoice Amount shall include gross reimbursement obtainable from relevant authorities, health, insurance or patient remittance for all Procedures performed on all patients with use of the Devices and/or any part thereof. Any and all taxes, fees or other costs that may be levied on such reimbursement shall be payable by the Customer and not affect the Total Invoice Amount.

b)	Minimum Requirement shall mean such minimum amount as is set out in the Cover Page payable by Customer to Elekta each month during the Revenue Sharing Term.

c)	Procedure(-s) shall mean a completed single patient treatment session performed with any of the Devices. In case a patient is treated through fractionated treatments, which are part of the same treatment, this will count as one Procedure.

d)	Revenue Sharing Term shall mean such term, specified in the Cover Page, during which revenue sharing, according to this Exhibit G shall take place.

e)	Usage Fee shall mean a monthly fee calculated as a percentage specified in the Cover Page, of the Total Invoice Amount collectible by the Customer from the Procedures performed during a particular month of the Revenue Sharing Term. The percentage agreed is set out in the Cover Page.

All other capitalized terms set out herein shall have the meaning specified in other parts of this Agreement.

2.	REVENUE SHARING

The Customer shall as Contract Price for the Deliverables pay a monthly Usage Fee to Supplier in accordance with the terms and conditions set out herein and as specified in the Cover Page.

3.	REVENUE SHARING TERM

The Customer shall pay Usage Fees to Supplier with commencement upon the performance of the first Procedure with each of the Devices respectively and for the remainder of the Revenue Sharing Term, as set out in the Cover Page.

4.	REPORTING AND TIME OF PAYMENT

On the twenty-fifth (25 th ) day of each month during the Revenue Sharing Term, the Customer shall deliver to Supplier (or to a third party according to Supplier’s written instructions) a report which includes a list of patients (identified by an identification number selected by the Customer) upon which a Procedure has been performed during the preceding calendar month for each of the Devices. The report shall also include, for each such patient, the indication treated, the Total Invoice Amount collectible by Customer for the Procedure, broken down by patient.

Within sixty (60) days of the date of the report, as specified above, Customer shall pay the Usage Fees for all Procedures covered by the report in question to Supplier, or as the case may be, the Minimum Amount as per clause 5 below. The Customer shall bear the full responsibility for collecting all fees payable for the Procedures. Payments due to Supplier shall thus be payable irrespective of whether the Customer has invoiced or received reimbursement for the Procedures in question.

All payments of the Usage Fee shall be made by swift transfer to Supplier in Turkish Liras (TL), or exchanged at an interbank rate into USD or Euro at the request of the Supplier, to a bank account designated by Supplier.

Page 31 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

Remuneration and payments to Supplier are quoted exclusive of taxes (including VAT or any other tax or duty that may be levied against the Devices). Customer shall consequently be responsible for any taxies levied against the Devices or governmental fees or assessments, however denoted, levied or based on this Agreement or the use of the Devices, except for income taxes imposed on the remuneration to Supplier. Supplier will also be responsible for and pay all and any customs duties, port fees, and VAT imposed on or related to the Devices or its importation or use.

5.	MINIMUM REQUIREMENTS

Customer shall as a minimum monthly payment for the Elekta Axesse® pay the Supplier an amount of * during the Revenue Sharing Term (the “Minimum Amount”) for the Elekta Axesse®. This Minimum Amount shall be made regardless of how many, if any, Procedures have been performed with the Elekta Axesse® and regardless of the Total Invoice Amount received by the Customer for such month. The Minimum Amount shall be paid by the Customer in accordance with clause 4 above. For the sake of clarity, the payment of this Minimum Amount does not affect the revenue sharing of the Total Invoiced Amount for the Leksell Gamma Knife® 4 and shall thus be paid by the Customer to Supplier regardless of the Usage Fees payable for the Leksell Gamma Knife® 4.

AUDIT

Supplier (or any independent third party appointed by Supplier) shall have the right to review and audit the financial records of the Customer and perform such other investigations and inspections of the Customer’s records and the Equipment as deemed necessary by Supplier in order to verify the calculation of Usage Fees payable hereunder and proper insurance and maintenance of the Equipment.

7.	OPERATIONAL COMMITTEE

Supplier and the Customer shall establish an operational committee (to consist of one (1) representative of each party) which shall meet at lest once every six months to discuss marketing and technical reimbursement issues.

8.	LETTER OF CREDIT OR PAYMENT GUARANTEE

Customer shall within 14 days of signature of this Agreement, as a security for payment of the Usage Fee, provide Supplier with an irrevocable Letter of Credit from a bank acceptable to the Supplier, in an amount of *, or another form of payment guarantee that is acceptable to the Supplier in the amount of *. In the case of a Letter of Credit, it shall correspond to the form in Exhibit G, and must be acceptable to the Supplier.

9.	RETENTION OF TITLE, INSURANCE AND SECURITY INTEREST

Until full payment of the Contract Price is made, i.e. until the end of the Revenue Sharing Term for each of the Devices, ownership title to Deliverables shall not pass to the Customer and the Customer shall hold the Deliverables for and on behalf of Supplier and shall store or otherwise keep the Deliverables in a safe and proper manner and in such a way as clearly to indicate at all times that the Deliverables is owned by Supplier.

Page 32 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

During the Revenue Sharing Term the Customer shall exercise reasonable care and diligence to keep the Devices in good working order and shall obtain and keep in effect during the Revenue Sharing Term an all risk and hazard insurance policy (including but not limited to fire, flood, theft, earthquake damage) covering each of the Devices with loss payable to Supplier as its interests may appear. Such loss payable clause shall include provision for not less than ten (10) days prior notice being given to the loss payees prior to cancellation of the insurance. Customer shall deliver to Supplier a policy or certificate of insurance issued by the insurer evidencing such insurance. The policy shall be with an insurance company acceptable to Supplier and in an insurance amount as set out in the Cover Page.

If any of the Devices (or both as the case may be) is rendered unusable as a result of any physical damage, Customer shall give Supplier immediate notice. Supplier shall, in its sole discretion, determine, within thirty (30) calendar days after such notice, whether the Device can be repaired. In the event that Supplier determines that the Device can not be repaired, Supplier shall have the option to elect either to terminate this Agreement, at no additional cost to Supplier, or replace the Device at its expense. In either case the insurance proceeds shall be payable solely to Supplier. In either case, the Revenue Sharing Term shall be suspended and be extended by the amount of time that the Customer was unable to perform Procedures, unless prematurely terminated.

The Customer shall not sell, pledge or mortgage (or in any other way subject to any lien) the Devices without the prior written approval of Elekta.

In order to secure payment on any unpaid balance of the Usage Fee or any other payments due to Supplier, Customer hereby grants Supplier a first priority security interest in each of the Devices. Customer shall execute any documents, which may be necessary or appropriate to perfect such security interest.

10.	USE AND MAINTENACE

The Devices may not be removed from the Site. The Customer shall during the Revenue Sharing Term operate the Devices in a safe and prudent manner and only with qualified employees or physicians who are suitably skilled and adequately trained for use of the Equipment. In addition thereto the Customer ensures that staff shall be adequate to enable the Devices to be used for a minimum of five (5) days per week during the Revenue Sharing Term.

The Customer undertakes to fulfill infrastructure and building services such as heating, cooling, ventilation, hygiene requirements and physical conditions at the Site.

The Customer shall during the Revenue Sharing Term maintain the Devices and shall conclude a separate maintenance agreement with Supplier for such maintenance. Such a maintenance agreement shall be concluded before the first Procedure is performed with the Devices and on Supplier’s standard terms and conditions for such agreements.

The Customer assumes full liability for injuries damages and loss in connection with use of the Devices and shall indemnify and hold Supplier harmless from any damages or and loss arising in connection with the use of the Devices. The Customer undertakes to obtain public liability insurance policies concerning the operation of the Devices in an amount as set out in the Cover Page and keep the policies in effect during the Revenue Sharing Term.

11.	REGULATORY

In addition to what is set out in this Agreement, any regulatory requirements from the Turkish Atomic Energy Authority and expenses in relation thereto, shall be fulfilled and borne by the Customer.

12.	REMOVAL OF EQUIPMENT

Upon a termination of this Agreement during the Revenue Sharing Term in accordance with the terms of this Agreement, Supplier shall have the right to disassemble and remove each of the Devices from the Site. Customer shall upon notice from Supplier give Supplier access to the Site and the Devices and shall render Supplier all and any reasonable assistance on Site.

Page 33 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: July 29, 2010

All costs (excluding Supplier’s and Customer’s internal costs which shall be borne by such party) in connection with the disassembly, removal and return of the Devices to Supplier, shall be shared equally between Supplier and Customer.

13.	ARBITRATION AND GOVERNING LAW

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chamber of Commerce in force on the date the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The place of the arbitration shall be Geneva. The language to be used in the arbitral proceedings shall be English.

This Agreement shall be governed by and construed in accordance with the laws of Switzerland.

Page 34 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

EXHIBIT B

GENERAL TERMS AND CONDITIONS

B 1. Definitions . The following terms used in this Agreement shall have the meaning set forth below:

B 1.1 “Acceptance Test Protocol” means Supplier’s standard protocol and procedure for testing and/or accepting delivery of the Hardware and/or Software, as revised from time to time by Supplier.

B 1.2 “Affiliate(s)” means, with reference to a specified person or entity, any person/entity that directly or indirectly controls or is controlled by or is under common control with the specified person/entity. The term “control” means the direct or indirect ownership of a majority of the outstanding voting securities of a corporate entity.

B 1.3 “Agreement” means the agreement between Supplier and the Customer relating to the sale/license of the Deliverables, consisting of the Cover Page and all exhibits attached thereto and/or incorporated herein by reference.

B 1.4 “Confidential Information” means any nonpublic information of a Party, in oral, written, graphic or machine-readable form, including without limitation, that which relates to medical information concerning patients and patient records, trade secrets, research, product plans, products, inventions, processes, designs, algorithms, source code, programs, business plans, agreements with third parties, services, customers, marketing or finances, which is designated as confidential or proprietary by the disclosing Party at the time of disclosure, or which considering all the circumstances surrounding the disclosure, ought reasonably to be understood by the receiving Party to be confidential.

B 1.5 “Contract Price” means the price for the Hardware and/or Software as specified in the Cover Page.

B.1.6 “Cover Page” means the document issued by Supplier containing Supplier’s offer to the Customer, to which these General Terms and Conditions and all other applicable exhibits are attached.

B 1.7 “Deliverables” means the Services, Hardware and/or Software listed on the Cover Page and described in more detail in the Scope of Supply.

B 1.8 “Delivery” means the moment when Supplier fulfils its delivery obligation under the applicable trade term with respect to Hardware.

B 1.9 “End-User” means the entity using the Hardware and/or Software at the Site.

B 1.10 “Hardware” means any tangible property listed on the Cover Page and described in more detail in the Scope of Supply.

B 1.11 “Installation” means any and all procedures and tasks that are specified by Supplier to be performed by Supplier following the arrival of the Hardware and/or Software at the Site.

B 1.12 “Lost Profit” means the Contract Price and/or the License Fee (if any) for the remainder of the term of the license and/or the Service Fee (if any) for the remainder of the term of the services, minus any amounts already paid by the Customer to Supplier, minus the total costs that would have been incurred by Supplier and its Affiliates in manufacturing, delivering and installing the Deliverables at the Site or performing the Services and which Supplier can reasonably avoid.

B 1.13 “Parties” means the Supplier and the Customer, and “Party” means any of them.

B 1.14 “Payment Terms” means the terms of payment for the Deliverables as set out in this Agreement.

B 1.15 “Scope of Supply” means the scope of supply attached to this Agreement as an exhibit, specifying the Deliverables being purchased/licensed.

Page 35 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

B 1.16 “Services” means the Hardware maintenance and support services and/or Software maintenance and support services listed on the Cover Page and described in more detail in the Scope of Supply.

B 1.17 “Software” means any software listed on the Cover Page and described in more detail in the Scope of Supply.

B 1.18 “Third Party Products” means Deliverables not manufactured or made by or directly on behalf of Supplier or any of its Affiliates.

B 1.19“Third Party Supplier” means the supplier of Third Party Products.

B 1.20 “Warranty Period” means the period/term of the warranty as defined in section C 8.1 and/or C 8.3 in the Terms and Conditions for Hardware, D 5.1 in the Terms and Conditions for Software and/or E 8.2 in the Terms and Conditions for Services, as the case may be..

B 2. Terms of Sale/License .

B 2.1 Pursuant to the terms and conditions contained in this Agreement, Supplier agrees to sell/license and deliver the Services, Hardware and/or Software and the Customer agrees to purchase/license and accept delivery of the Services, Hardware and/or Software.

B 2.2 Partial shipments/deliveries shall be allowed unless otherwise agreed in writing by the Parties. Any failure by Supplier to provide Deliverables shall not constitute grounds for terminating this Agreement but shall only to the extent set out in this Agreement be a basis for terminating the Parties’ future obligation with respect to the individual Deliverable so affected.

B 3. Price and Payment Terms, Etc .

B 3.1 Unless otherwise agreed or set out in the Cover Page all payments shall be due and payable within thirty (30) days of the date of invoice. Any price stated in this Agreement is net and (unless otherwise expressly set out in this Agreement) excludes any financing costs, letter of credit or bank guarantee costs, sales tax, and any other taxes, dues, duties and any cost connected with the Installation and use of the Deliverables. Any price under this Agreement shall be paid via cash, check, or bank wire transfer according to the instructions noted on the face of the invoices.

B 3.2 The Customer shall not be entitled to deduct or set-off any amount of the monies due to the Supplier in respect of this Agreement.

B 3.3. Customer shall, if requested by Supplier, open an irrevocable and transferable letter of credit in favor of Supplier, issued by a bank acceptable to Supplier and in a format acceptable to Supplier, securing any payment in accordance with this Agreement.

B 4. Customer’s Default .

B 4.1 If the Customer fails to make any of the payments by the due date thereof, then Supplier shall give the Customer written notice of such failure and may suspend all Services, licenses and Delivery.

B 4.2 If the Customer fails to make any payment within thirty (30) calendar days after the date of Supplier’s notice referred to in section B.4.1, Supplier may elect to terminate this Agreement by giving written notice of such termination to the Customer. Such termination shall be effective as of the date of such termination notice and if the Deliverables have been delivered to the Customer, Supplier shall be entitled, without prejudice to its other rights and remedies, to enter the Site and remove and repossess and/or disable the Deliverables as applicable.

B 4.3 In the event Supplier terminates this Agreement due to the Customer’s breach, Supplier shall be entitled, without prejudice to its other rights and remedies, to recover from the Customer an amount equal to Supplier’s Lost Profit. This shall apply irrespective of whether the Deliverables have been delivered or not.

Page 36 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

B 4.4 Any payment required to be made by Customer to Supplier which remains unpaid after the date on which such payment is due shall bear interest at a rate equal to the lesser of one and one-half percent (1.5%) per month, or fraction thereof, or the maximum legal rate, as such rate may be adjusted from time to time.

B 5. Excusable Delays .

B 5.1 If the performance of this Agreement by or any obligation of either Party hereunder is prevented, restricted or interfered with by reason of fire, explosion, flood or other adverse weather condition, actual or threatened terrorist attack, labor disputes or accidents affecting performance under this Agreement, or war, mobilization, civil commotions, blockade, embargo or sanction, or any law, regulation, ordinance or requirement of any government or regulatory agency, or any other act whatsoever similar to those listed herein, or any other circumstance beyond the reasonable control of a Party, then the affected Party shall promptly notify the other Party of the resulting difficulties, and any of the foregoing events shall excuse any performance required under this Agreement (other than the payment of money) for the duration of the events.

B 5.2 If either Party is prevented from performance of its obligations for a continuous period in excess of six (6) months, the other Party may terminate this Agreement forthwith on service of written notice upon the Party so prevented, in that case neither Party shall have any liability to the other except that rights and liabilities that accrued prior to such termination shall continue to subsist.

B 6. Acceptance Test Protocol .

B 6.1 To the extent applicable for the Hardware and/or Software, upon completion of the Installation of the Deliverables (or part thereof), Supplier shall perform the Acceptance Test Protocol and the Hardware and/or Software shall be deemed to have been accepted by the Customer after the Acceptance Test Protocol has been successfully completed. To evidence this, the Customer shall as soon as possible thereafter sign a confirmation of the acceptance, which shall not be unreasonably withheld, conditioned or delayed. Any noncompliance revealed during the performance of the Acceptance Test Protocol shall be remedied by Supplier at the cost of Supplier, unless such noncompliance is attributable to the Customer’s responsibility under this Agreement. The Customer shall not run, operate, or otherwise use the Hardware and/or Software until the Acceptance Test Protocol has been successfully completed and the acceptance confirmed. If Customer runs the Hardware and/or Software before such time, the Acceptance Test Protocol shall be deemed to be successfully completed and the Customer shall be deemed to have accepted the Hardware and/or Software.

B 7.	Exclusive Remedies; Disclaimer of Warranties; Limitation of Liability .

B 7.1 The Customer’s exclusive remedies and Supplier’s sole liabilities for breaches of this Agreement and all matters relating to (directly or indirectly) this Agreement and the subject matter hereof shall be limited to those specifically provided for in this Agreement.

B 7.2 THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE AND GIVEN AND ACCEPTED IN LIEU OF ALL OTHER WARRANTIES OF SUPPLIER OR ITS AFFILIATES WITH RESPECT TO QUALITY, PERFORMANCE AND OPERATION OF THE DELIVERABLES, WRITTEN OR ORAL, EXPRESSED OR IMPLIED.

B 7.3 ALL OTHER WARRANTIES OF SUPPLIER OR ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.

B 7.4 CORRECTION OF NON-CONFORMITIES OR DEFECTS AS PROVIDED IN THIS AGREEMENT SHALL BE CUSTOMER’S EXCLUSIVE REMEDY AND SHALL CONSTITUTE FULL AND FINAL FULFILLMENT OF ALL LIABILITIES OF SUPPLIER, AND ITS AFFILIATES, WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE WITH RESPECT TO THE DELIVERABLES. IN NO EVENT SHALL SUPPLIER OR ANY OF ITS AFFILIATES BE LIABLE FOR LOSS OF USE, LOSS OF DATA, REVENUE OR PROFIT OR ECONOMIC LOSS, OR FOR ANY OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER ARISING IN CONTRACT OR TORT. CUSTOMER AGREES THAT SUPPLIER’S TOTAL MAXIMUM LIABILITY FOR DAMAGES, IF ANY, SHALL NOT EXCEED THE SUMS PAID TO SUPPLIER BY CUSTOMER FOR THE INDIVIDUAL DELIVERABLE THAT IS SUBJECT TO THE LIABILITY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Page 37 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

B 8. Permits, Etc .

B 8.1 The Customer shall obtain all licenses, permits or similar documents required for Site preparation and/or Installation, possession, running and use of the Deliverables and the Customer shall comply with all applicable laws, regulations or recommendation for the importation, transportation, Installation, possession, running and use of the Deliverables. Upon Supplier’s request the Customer shall submit to Supplier copies of any such licenses, permits or similar documents.

B 8.2 The Customer shall in case of direct or indirect re-export of all or any portion of the Deliverables comply with any and all export regulations and rules now in effect or as may be issued from time to time.

B 8.3 The Supplier shall obtain all applicable licenses, permits or similar documents required for sale, transportation, and Service of the Deliverable(s) and shall comply with all applicable laws, regulations or recommendation for the sale, transportation, Installation and Services of the Deliverables. Upon Customer’s request the Supplier shall submit to Customer copies of any such licenses, permits or similar documents.

B 9. Drawings, Etc .

B 9.1 All drawings, descriptive matter, specifications and advertising issued by Supplier and any descriptions or illustrations contained in Supplier’s catalogues or brochures describing the Deliverables are issued or published for the sole purpose of giving an approximate idea of the Deliverables described in them. They do not form part of this Agreement.

B 10. Intellectual Property and Indemnification .

B 10.1 All intellectual property rights in the Deliverables are and shall remain the exclusive property of Supplier or its Affiliates (or, in the case of Third Party Products, the Third Party Supplier).

B 10.2 Supplier agrees to indemnify the Customer and to hold it harmless from all damages awarded against the Customer and all reasonable expenses incurred by the Customer as the result of any third party claim of trade secret, patent, or copyright infringement asserted against the Customer by virtue of the Customer’s use of the Deliverables in accordance with the terms of this Agreement and as delivered by Supplier provided that:

(a)	the Customer notifies the Supplier immediately upon becoming aware of any suspected infringement of intellectual property by the Deliverables;

(b)	the Supplier is given the right to control and direct the investigation, preparation, defense, and settlement of each such claim; and

(c)	the Customer fully co-operates with Supplier in connection with any such claims.

B 10.3 Should the Deliverables as delivered by Supplier become or, in Supplier’s opinion, be likely to become, the subject of a claim of infringement of a trade secret, patent, or copyright, Supplier may at its option and expense either:

(a)	procure for the Customer the right to continue to use the Deliverables as contemplated hereunder; or

(b)	replace or modify the Deliverables or modify the Deliverables to make its use hereunder non-infringing.

B 10.4 If the Supplier considers that neither option is available to it, then this Agreement may be terminated with respect to the Deliverables so affected at the option of the Supplier without further obligation or liability except that the Customer shall return the Deliverables so affected to Supplier and Supplier shall grant the Customer a refund of the Contract Price or the one-off License Fee attributable to the so affected Deliverable as depreciated on a five-year, straight-line basis.

B 10.5 Supplier shall have no liability for any claim of trade secret, patent, or copyright infringement based on:

(a)	the Customer’s use or combination of the Hardware and/or Software with products or data not supplied by Supplier as part of the Deliverables;

(b)	the Customer’s use of Third Party Products;

(c)	the Customer’s use of the Deliverables not in accordance with this Agreement or with the Third Party Products;

Page 38 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

(d)	any modification of any Deliverables by a party other than Supplier or its authorized representative; or

(e)	the Customer’s failure to install changes or updates as instructed by Supplier; or

(f)	the Customer’s failure to use the Hardware and/or Software in accordance with any documentation issued by the Supplier from time to time in relation to the Hardware and/or Software.

B 11. Operation .

B 11.1 The Customer warrants the Hardware and/or Software shall not be run, operated or otherwise used, except by qualified employees or physicians who are suitably skilled and experienced to use the Hardware and/or Software.

B 12. Proprietary Markings Etc

B 12.1 The Customer agrees not to cover, alter or remove any proprietary or copyright notices, markings or confidential legends placed upon, affixed or contained within the Deliverables or any related material or documentation.

B 13. Services not covered by this Agreement .

B 13.1 Services not covered by Scope of Supply will, at Supplier’s discretion, be performed at Supplier’s list prices on a time and materials basis from time to time for such services and both the terms of this Agreement and Supplier’s applicable Terms and Conditions for Services shall thereby in relevant parts automatically be applicable.

B 14. Third Party Products .

B 14.1 To the extent Third Party Products are included in this Agreement such products shall be subject to the standard agreements of the Third Party Supplier and the Customer agrees to execute and deliver to Supplier all agreements required to be executed by the Third Party Supplier. The Customer acknowledges that Supplier is not authorized to modify, amend, or supplement, and has not modified, amended, or supplemented, any term or condition of Third Party Supplier’s standard agreement. Supplier shall use its reasonable efforts to assist the Customer in obtaining warranties, maintenance and support from Third Party Suppliers, provided, however, that in the event such Third Party Suppliers fail to warrant, maintain or support such Third Party Products, Supplier shall have no responsibility or liability by reason of such failure.

B 14.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT SUPPLIER IS NOT THE MANUFACTURER OR SUPPLIER OF THE THIRD PARTY PRODUCTS. SUPPLIER ASSUMES NO RESPONSIBILITY FOR THE PERFORMANCE OR USE OF SUCH THIRD PARTY PRODUCTS.

B 14.3 SUPPLIER, NOT BEING THE MANUFACTURER OR SUPPLIER OF THE THIRD PARTY PRODUCTS, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESSED OR IMPLIED WITH RESPECT TO THE DESIGN, CONDITION, DURABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR USE, MERCHANTABILITY OR SATISFACTORY QUALITY OF THIRD PARTY PRODUCTS IN ANY RESPECT.

B 14.4 AS BETWEEN SUPPLIER AND CUSTOMER, THE THIRD PARTY PRODUCTS SHALL BE ACCEPTED AND PURCHASED OR LICENSED BY CUSTOMER “AS-IS” AND WITHOUT WARRANTY BY SUPPLIER.

B 14.5 CUSTOMER AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH THE APPROPRIATE THIRD PARTY SUPPLIER AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST SUPPLIER, OR ANY AFFILIATES OF SUPPLIER.

B 14.6 The provisions of this section B 14 shall survive termination of this Agreement.

B 15. Indemnification by Supplier .

B 15.1 Supplier shall indemnify the Customer and its Affiliates, agents, servants and employees, and hold them harmless from and against all damages, claims, judgments and liabilities by or to third parties (plus reasonable litigation costs incurred) resulting from injury to or death of any person or physical loss or damage to property arising out of defective materials, workmanship, or manufacture of the Hardware and/or Software or the defective Services of the Hardware and/or Software (but, with respect to Services, only to the extent performed by or on behalf of Supplier) and, in each case, provided that the Customer has complied with all terms and conditions relating to the use or maintenance of the Hardware and/or Software.

Page 39 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

B 16. Indemnification by the Customer .

B 16.1 The Customer shall indemnify Supplier and its Affiliates, agents, servants, and employees and hold them harmless from and against all damages, claims, judgments and liabilities by or to third parties (plus reasonable litigation costs incurred) resulting from injury to or death of any person or physical loss or damage to property arising out of the operation or medical use or misuse of the Hardware and/or Software (but which is not attributable to defective materials, workmanship or manufacture of the Hardware and/or Software) or the defective maintenance of the Hardware and/or Software (but only to the extent not performed by or on behalf of Supplier).

B 17. Non-Disclosure and Confidentiality .

B 17.1 Neither Party will use any Confidential Information disclosed to it by the other for any purpose other than for the purposes of this Agreement. Neither Party will disclose or permit disclosure of any Confidential Information of the other Party to third parties or to employees, other than:

(a)

directors, officers, employees, consultants, attorneys, accountants, and agents of the receiving Party who require that information in order to fulfill this Agreement or further potential business transaction between the Parties and who are bound by nondisclosure obligations sufficient to enable the receiving Party to comply with its obligations under this Agreement; or

(b)	to comply with applicable law.

B 17.2 Each Party will be liable for misuse and/or improper disclosure of the other’s Confidential Information by its directors, officers, employees, consultants, attorneys, accountants, and agents. Each Party will maintain all Confidential Information of the other with the strictest care and in trust for the sole and exclusive benefit of the disclosing Party. Each Party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the disclosing Party which may come to the receiving Party’s attention.

B 17.3 Neither Party will have any obligation under this Agreement with respect to Confidential Information, other than patient identifiable data, that:

(a)	is or subsequently becomes publicly available without breach of any obligation under this Agreement;

(b)	was in the possession of the other Party prior to the time of first disclosure hereunder;

(c)	is developed by the other Party without any use of or reference to any Confidential Information received from the first Party;

(d)	is obtained without restriction from a third party reasonably believed by the other Party to be free to provide such information without breach of any obligation owed to the first Party;

(e)	is publicly disclosed with the prior written approval of the other Party; or

(f)	is disclosed pursuant to the order or requirement of a court, administrative agency, or other government body; provided, however, that the other Party will take all reasonable steps to provide the first Party with sufficient prior notice to contest the order or requirement.

B 17.4 If the receiving Party claims that Confidential Information received by it is subject to any of the exclusions contained in section B 17.3(a) through (f) above, it shall have the burden of establishing the applicability of such exclusion by clear and convincing documentary evidence.

B 17.5 Notwithstanding the foregoing, Supplier shall be entitled to list major terms of this Agreement, including the Deliverables that have been purchased and the name of the Customer on its website, in press releases and in other marketing material. Further, the Supplier shall be entitled to provide Customer information to the Third Party Supplier if reasonably requested by the Third Party Supplier.

B 17.6 The provisions of this section B 17 shall survive termination of this Agreement.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

B 18. Assignment .

B 18.1 Except as otherwise provided in this Agreement, neither Party may assign its respective rights or obligations under this Agreement in whole or in part to any person without obtaining the prior written consent, of the other Party. Notwithstanding the foregoing, Supplier may assign this Agreement in whole or in part to an Affiliate and in such case Supplier shall take full responsibility for the Affiliate’s compliance with this Agreement. If the Customer makes an assignment (which shall require consent of Supplier) or if the Customer is not the End-User, the Customer hereby ensures that;

(a)	the terms and conditions in this Agreement are included in the agreement with the End-User/assignee; and

(b)	the Customer takes full responsibility for the End-User’s/assignee’s compliance with this Agreement.

B 19. Subcontractors .

B 19.1 Supplier shall be entitled to appoint subcontractors or any other third parties for the performance or fulfillment in whole or in part of Supplier’s obligations under this Agreement without the consent of the Customer, and Supplier shall be fully responsible and liable for the performance of any such entities.

B 20. Entire Agreement .

B 20.1 This Agreement constitutes the entire Agreement between the Parties hereto and supersedes any prior or contemporaneous agreements, negotiations or discussions between the Parties with respect to the subject matter hereof.

B 20.2 No amendment of the provisions of this Agreement will be valid unless made in writing and signed by both Parties hereto and variance from, deletions of or additions to the terms and conditions of this Agreement in any purchase order or other written notification from or on behalf of the Customer will be of no effect.

B 21. No waiver. No waiver of any provision of this Agreement shall be valid and enforceable unless it is in writing and signed by the authorized representative of the Party granting the waiver. The waiver by any Party of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any Party or a breach of the entire Agreement.

B 22. Counterparts . This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

B 23. Severability . If any of the provisions of this Agreement shall be determined to be illegal or unenforceable by arbitrators or a court of competent jurisdiction that provision shall, to the extent of its invalidity, be deemed severable and, notwithstanding this, the other provisions shall remain in full force and effect.

B 24. Notices . Any notice or other formal communication related to this Agreement shall be in writing and shall be personally delivered, delivered by certified mail or telefax or delivered by commercial courier service to the Party to be served at its address set out in the Cover Page. Either Party may change its address by a notice to the other Party in the manner set forth above. Notices shall be effective upon receipt.

B 25. Headings . Headings used in this Agreement are for convenience only and shall not affect the interpretation.

B 26. Conflicting Provisions . In the event of any conflict among the terms of the Cover Page, these General Terms and Conditions or any exhibit hereto, the contract documentation shall, unless otherwise set out in this Agreement, be given the following order of precedence:

(a)	Cover Page.

(b)	Exhibits, including the General Terms and Conditions, in the order of attachment.

B 27. Disputes and Governing Law . Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

The Rules for Expedited Arbitration’s shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one (1) or three (3) arbitrators.

The place of arbitration shall be Stockholm, where the award shall be made. The arbitration proceedings shall be conducted in the English language and evidence shall be presented in English or Swedish as the case may be. The Parties shall treat any award made and all other matters pertaining to a dispute hereunder as Confidential Information.

This Agreement shall be governed by the laws of Sweden without reference to its principles on conflict of laws. The application of the United Nations Convention for the International Sale of Goods is expressly excluded from this Agreement.

081008 Version 1

Page 42 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

EXHIBIT C

TERMS AND CONDITIONS FOR HARDWARE

C 1. Definitions . The following terms used in this Agreement shall have the meaning set forth below:

C 1.1 “Contractual Delivery Date” means the date provided by Supplier at a reasonable time before Delivery specifying the date for delivery.

C 1.2 “Requested Delivery Date” means the tentative date of delivery of Hardware as requested by Customer in the Cover Page.

C 1.3 “Site Planning Criteria” are the technical data required for installation of the Hardware set forth in general terms in the site planning criteria (if any) provided by Supplier separately.

C 2. Retention of Title, Insurance and Security Interest .

C 2.1 Until full payment of the Contract Price is made, title to Hardware shall not pass to the Customer and the Customer shall hold the Hardware for and on behalf of Supplier and shall store or otherwise keep the Hardware in a safe and proper manner and in such a way as clearly to indicate at all times that the Hardware is owned by Supplier. Until the title passes the Customer shall exercise reasonable care and diligence to keep the Hardware (following Delivery) in good working order and shall obtain and maintain fire and extended coverage insurance for its fair insurable value, with an insurance company acceptable to Supplier, with loss payable to Supplier as its interests may appear. Upon Supplier’s request, the Customer shall evidence that such insurance exists. The Customer hereby grants to Supplier a first priority security interest in the Hardware and authorizes Supplier to execute and file any documents necessary to perfect such security interest.

C 3. Delivery and Requested Delivery Date.

C 3.1 Supplier shall deliver any Hardware to the Customer CIP Site (as defined in Incoterms 2000). Notwithstanding the preceding sentence, the Customer agrees to pay all sales or use taxes levied by any state or political subdivision thereof as a result of this Agreement. The Customer shall also be responsible for payment of all customs and other charges with respect to the importation of the Deliverables.

C 3.2 The Requested Delivery Date is understood to be a target date only and Supplier shall not be liable for any loss or damage for failure to deliver the Hardware by the Requested Delivery Date. With respect to time of Delivery, the Contractual Delivery Date sets out the exact date for Delivery of Hardware.

C 4. Site Preparation .

C 4.1 The Customer agrees to prepare the Site in accordance with the Site Planning Criteria and to be responsible for and make such other preparations as set out in the Site Planning Criteria. If no Site Planning Criteria is provided, the Customer shall follow Supplier’s reasonable request to prepare the Site.

C 4.2 The Site preparation shall be in compliance with all safety electrical and building codes relevant to the Hardware and its Installation. Sufficiency of such plans and specifications, specifically including, but not limited to the accuracy of the dimensions described therein, shall be the sole responsibility of Customer. The Customer shall advise Supplier of conditions at or near the Site which could adversely affect the carrying out of the Installation and shall ensure that such conditions are corrected and that the Site is fully prepared and available to Supplier before the Installation is due to begin.

C 5. Installation .

C 5.1 To the extent Installation is either required for the Hardware or is specifically included in the Scope of Supply, Supplier shall arrange for the Installation of the Hardware at the Site. The Customer shall provide reasonable and adequate access to the Site, as required by Supplier to perform the Installation of the Hardware, and shall comply with such requirements as may be imposed from time to time by Supplier or by any third party engaged by Supplier to perform the Installation of the Hardware.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

C 5.2 Unless specifically included in the Scope of Supply, all rigging costs (if any) shall be the responsibility of the Customer. The Customer shall likewise be responsible, at its expense, for any work required to be done to the Site during and after the Installation including, but not limited to, any structural alterations, restoration and redecoration of the premises.

C 5.3 The Hardware must be used solely at the Site and may not be removed from the Site without Supplier’s prior written consent.

C 5.4 Parts which have been replaced by Supplier during the Installation (if any) shall be the property of Supplier.

C 6.	Deferred Installation .

C 6.1 In case of the Customer’s delay in completing the preparation of the Site or if for any other reason (including without limitation the lack of proper permits) the Customer is unable to receive the Hardware at the Site in accordance with the Contractual Delivery Date or otherwise to perform its obligations under this Agreement, Supplier may elect not to deliver the Hardware to Site but to transport to and store the Hardware at a storage facility selected by Supplier until such time as the Customer is able to receive the Hardware and to perform its obligations hereunder. In the event that the Installation is thus deferred:

(a)	the Scope of Supply shall automatically be considered modified to reflect the potential harm to the Hardware caused by storage;

(b)	the risk of loss for the Hardware will pass to the Customer in accordance with the applicable delivery term;

(c)	all unpaid elements of Contract Price provided for in this Agreement shall be accelerated and any remaining amount of the Contract Price shall be immediately due and payable;

(d)	the Customer shall reimburse Supplier for Supplier’s expenses incurred as a result of such delay, including without limitation transport, storage and insurance costs; and

(e)	the Warranty Period shall start upon Delivery of the Hardware to the storage facility; and

(f)	the Timetable shall automatically be modified so that the Supplier is in no event held to be in delay with Delivery or Installation.

C 7. Reporting .

C 7.1 To the extent reasonably required by Supplier, the Customer shall collect and furnish to Supplier case reports, information, documents and portions of documents concerning patient treatments promptly according to the protocol established by Supplier from time to time, which protocol may require data in digital form. In addition to foregoing, the Customer shall furnish to Supplier a copy of any information with respect to a reportable event required to be reported according to applicable laws, regulations or recommendation and relating to the Hardware or its use. All reports submitted to Supplier shall be sanitized to omit individually identifiable information.

C 8. Warranty .

C 8.1 Supplier warrants that the Hardware will perform in accordance with the Scope of Supply and the Hardware will be free from defects in design, materials, and workmanship which result in non-compliance with the Scope of Supply for a period of twelve (12) months from:

(a)	the date that the Acceptance Test Protocol has been successfully completed in accordance with this Agreement;

(b)	if no Acceptance Test Protocol has been designated by Supplier, the Delivery of the Hardware;

(c)	in case of deferred installation, the date as per C 6.1 (e).

C 8.2 Notwithstanding the foregoing, Supplier’s warranty does not cover:

(a)	defects arising out of materials or parts provided, modified or designed by the Customer;

(b)	preventive maintenance;

(c)	defects emanating from the Customer’s improper performance of this Agreement or improper use or maintenance of the Hardware;

(d)	normal deterioration, decay or wear and tear;

(e)	storage or environmental conditions at the Site that induce premature failure;

(f)	defects resulting from repairs or service of the Hardware supplied by other than by Supplier or its authorized representative; or

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

(g)	Deliverables other than Hardware.

C 8.3 In the event that the Hardware or any part or component thereof shall fail to conform to the warranty, Supplier shall (or cause one of its Affiliates to promptly repair or replace, at its option and at its expense, the defect in the Hardware or component thereof. Repair or replacement parts furnished or work performed under this warranty shall be warranted for:

(a)	the remainder of the original Warranty Period; or

(b)	for a period of ninety (90) days from and after the date of such repair or replacement.;

whichever period of (a) and (b) that is the longer period.

C 8.4 The defective Hardware or part thereof which is replaced in accordance with this warranty shall be the property of Supplier. Supplier may, at its sole discretion replace parts with refurbished or modified parts of equal quality as the original parts.

C 8.5 In order to avail itself of its rights under this warranty, the Customer shall immediately notify Supplier in writing during the Warranty Period of any defects that appear under the warranty and shall give Supplier every opportunity of inspecting and remedying such defects.

081008 Version 1

Page 45 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

EXHIBIT D

TERMS AND CONDITIONS FOR SOFTWARE

D 1. Definitions . The following terms used in this Agreement shall have the meaning set forth below:

D 1.1 “Designated Equipment” means collectively the designated network and authorized workstation terminals, including but not limited to desktops, laptops, and/or PDAs operated by or associated with the Customer and/or as identified in the Scope of Supply.

D 1.2 “Documentation” means the specifications and other documentation relating to the use and performance of the Software (if any), provided by Supplier, in effect at the time such Software is licensed by the Customer.

D 1.3 “License Fee(s)” means the price for the Software license(s), if any, as specified in the Scope of Supply for the Software.

D 2. Grant of License .

D 2.1 Subject to the provisions of this Agreement, Supplier hereby grants to the Customer, and the Customer hereby accepts from Supplier, a nonexclusive, nontransferable, non-assignable limited license to use the Software on the Designated Equipment for internal purposes only in accordance with this Agreement during the term specified in section D 7 below. The Customer acknowledges and agrees that the Software is the proprietary information and a trade secret of Supplier and its Affiliates and that this Agreement grants the Customer no title or rights of ownership in the Software. The Customer agrees not to market, sublicense, distribute, permit timeshare, or allow any other access to the Software other than the Customer’s own internal use as permitted hereby. However, Customer data files and patient data stored in the Software are and shall remain the exclusive property of the Customer.

D 2.2 The Customer understands and agrees that Supplier or its Affiliates may develop and market new or different computer programs, which use part or all of the Software and which perform all or part of the functions performed by the Software. Nothing contained in this Agreement gives the Customer any rights with respect to such new or different computer programs.

D 2.3 Supplier shall provide Software in machine readable object code form, training materials and the on-line help system for the Software licensed in accordance with the Scope of Supply.

D 3. Authorized Use .

D 3.1 The Customer is authorized to use the Software only on Designated Equipment used at the Site specified in the Cover Page and/or in an exhibit to this Agreement. The Customer agrees that it will not use or permit the Software to be used in any manner, whether directly or indirectly, that would enable the Customer’s customers, employees, or any other person or entity to use the Software on other than the Designated Equipment at the Site. The Customer will take all necessary steps to protect the security and confidentiality of all data, information, programs, systems, materials, techniques, and procedures, which are delivered to the Customer by Supplier.

D 3.2 The Customer shall not:

(a)	copy or duplicate, or permit anyone else to copy or duplicate, any physical, magnetic, or other version of the Software, Documentation or information other than five (5) copies of the Software for back-up or archival purposes only;

(b)	create or attempt to create, reverse engineer or otherwise, the source programs or any part thereof from the Software; or

(c)	modify the Software in any manner without the express written authorization of Supplier.

D 4. Use on Other than Designated Equipment .

D 4.1 Notwithstanding section D 3.1, the Customer may use the Software on other than the Designated Equipment in the following circumstances:

(a)	if the Designated Equipment cannot be used because of equipment or software malfunction, the Customer may temporarily use the Software on another system operated by or associated with the Customer until the Designated Equipment may be used again; and

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

(b)	if the Designated Equipment is replaced by the Customer, the Customer may designate successor equipment operated by or associated with the Customer and use the Software on that equipment.

D 4.2 In each of section D 4.1(a) and (b) the Customer must give written notice and Supplier must give its consent before such other equipment is permitted.

D 5. Warranty .

D 5.1 Supplier warrants that the Software will perform substantially as described in the Documentation for a period of twelve (12) months from:

(a)	the date that the Acceptance Test Protocol has been successfully completed in accordance with the terms of this Agreement; or

(b)	if no Acceptance Test Protocol has been designated by Supplier for the Software, from the date of its acceptance in accordance with the acceptance procedure for Software described in Section D 8.2 of these Terms and Conditions for Software.

D 5.2 Notwithstanding the foregoing, Supplier’s warranty does not cover:

(a)	defects arising out of unauthorized repair, alteration or modification;

(b)	defects emanating from improper application, the Customer’s improper performance of this Agreement, improper installation, installation and operation on other equipment than Designated Equipment;

(c)	accidental damage, negligence in use, improper storage, electrical power damage, Deliverables malfunction; abnormal operating conditions; or

(d)	Deliverables other than Software.

D 5.3 In the event that the Software shall fail to conform with the warranty, Supplier’s sole liability to the Customer (subject to section D 5.4 below) shall be to (or cause one of its Affiliates to) provide such assistance as is necessary to cause the Software to perform substantially in accordance with Supplier’s Documentation by providing a suitable “fix”, “patch” or “work around” for the problem or a statement that an appropriate “fix” will be included in a future release of the Software, the time period within which the release is expected to be issued and a commitment to provide the release at no cost to the Customer.

D 5.4 If Supplier is unable, after reasonable effort, to cause the Software to perform substantially in accordance with the Documentation, then this Agreement may be terminated with respect to the Software at the option of either Party hereto without further obligation or liability and such termination shall (subject to section D 5.5 below) be the Customer’s exclusive remedy and Supplier’s sole liability in connection with the failure to remedy the breach of warranty.

D 5.5 In the event of termination during the Warranty Period as per section D 5.4 above, Supplier shall refund to the Customer all License Fee(s) paid by the Customer for the affected Software. No refund shall be made if the License Fee is included in the Scope of Supply for the Hardware.

D 5.6 In order to avail itself of its rights under this warranty, the Customer shall immediately notify Supplier in writing during the Warranty Period of any defects that appear under the warranty, adequately describe any such failure encountered by the Customer and shall give Supplier every opportunity of inspecting and remedying such defects.

D 5.7 Supplier does not warrant that any Software is error-free or that its use will be uninterrupted.

D 5.8 Supplier shall not be obligated to remedy any Software defect which cannot be adequately repeated. Further in the event the Supplier spends time looking for a defect that cannot be found/repeated it shall be entitled to charge the Customer for the time spent at its list price in force at that time for such services.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

D 6. DISCLAIMER OF WARRANTY .

D 6.1 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5. ABOVE, THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTY WHATSOEVER. ALL IMPLIED WARRANTIES; INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.

D 7. Term & Termination .

D 7.1 The licenses granted commence upon the date of acceptance of the Software in accordance with the acceptance procedure for Software in section 8 and shall be perpetual unless otherwise set out in this Agreement or unless sooner terminated in accordance with the provisions of this Agreement.

D 7.2 Supplier shall have the right to terminate any license granted immediately upon written notice to the Customer without further obligation or liability to the Customer if the Customer commits any breach of this Agreement. In addition thereto the license shall terminate immediately upon written notice to the Customer without further obligation or liability to the Customer if:

(a)	any sublicense, assignment or transfer or attempted sublicense, assignment or transfer by the Customer of Software is made without the consent of Supplier;

(b)	any transport, movement or attempted transport or movement by the Customer of the Software, or the Designated Equipment on which the Software is installed, from the Site is made without prior written consent of Supplier;

(c)	any modification or adaptation of the Software is made or any attempt to use the Software with any products other than the Hardware is made;

(d)	any use of the Software in connection with or on other equipment than the Designated Equipment without the prior written consent of the Supplier as set out in this Agreement.

D 8. Acceptance .

D 8.1 To the extent applicable for the Software, Supplier shall perform the Acceptance Test Protocol as per section B 6. in the General Terms and Conditions.

D 8.2 If no Acceptance Test Protocol has been designated by Supplier for the Software, the Customer shall be deemed to have accepted the Software as of the date of first clinical use, completion of on-site training, remote Installation or on-site Installation, whichever occurs first. For purposes of the foregoing, with respect to any Software:

(a)	“first clinical use” shall be applicable to the initial implementation of each of the Software products set forth in the Cover Page and the subsequent licenses of new Software;

(b)	“completion of on-site training” shall be applicable to subsequent purchases of on-site training;

(c)	“completion of remote Installation” or “completion of subsequent on-site Installation” of Software shall be applicable to subsequent licensing of additional Software.

D 9. Modification of Software by the Customer .

D 9.1 Any modification of the Software by the Customer or any failure by the Customer to implement any improvements or updates to the Software as supplied by Supplier or Third Party Supplier shall void any and all of Supplier’s obligations with respect to the Software.

D 10. Consequences of Termination .

D 10.1 Upon the termination of this Agreement in total or in part with respect to the Software for any reason, the license and all other rights granted to the Customer hereunder for the Software shall immediately cease, and the Customer shall immediately:

(a)	return the Software to Supplier together with all reproductions and modifications of the Software and all copies of any Documentation, notes, and other materials respecting the Software;

(b)	purge all copies of the Software or any portion thereof from all Designated Equipment and from any computer storage device or medium on which the Customer has placed or has permitted others to place Software; and

(c)	give Supplier a written certification that the Customer has complied with all of its obligations under this section.

D 10.2 Supplier’s termination of this Agreement in total or in part and repossession of the Software shall be without prejudice to any other remedies Supplier may lawfully have.

081008 Version 1

Page 48 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

EXHIBIT E

TERMS AND CONDITIONS FOR SERVICES

E 1. Definitions . The following terms used in this Agreement shall have the meaning set forth below:

E 1.1 “Hardware Maintenance and Support Service Fee” means the Supplier’s price for the Services for the Hardware. The Hardware Maintenance and Support Service Fee for the current year is specified in the Cover Page.

E 1.2 “Service Fee” means individually or collectively the fee for Hardware Maintenance and Support Service and/or Software Maintenance and Support Service.

E 1.3 “Software Maintenance and Support Service Fee” means the Supplier’s price for the Services for the Software. The Software Maintenance and Support Service Fee for the current year is specified in the Cover Page.

E 2. Services .

E 2.1 Subject to these Terms and Conditions for Services and payment of the Service Fee set forth in this Agreement, Supplier will provide the Customer with Services on the Hardware and/or Software as specified in the part of the Scope of Supply applicable for Services.

E 2.2 Service and support of Third Party Products shall be provided by Third Party Supplier and shall only be provided in accordance with the terms and conditions of such Third Party Suppliers’ standard agreements assigned to the Customer. Supplier shall use its reasonable efforts to assist the Customer in obtaining service and support from such Third Party Suppliers, provided, however, that in the event such Third Party Suppliers fail to maintain or support such Third Party Products, Supplier shall have no responsibility or liability by reason of such failure.

E 3. Term, Termination and Automatic Renewal .

E 3.1 The Services shall commence as specified in the Cover Page and, except as provided for in Section E.3.2, shall terminate on the last day of the term specified in the Scope of Supply.

E 3.2 If no term is specified in the Scope of Supply, then the initial term for the Services shall be one (1) year. After the initial one (1) year term, Supplier will continue to provide the Customer with Services on an annual basis, provided that the Customer pays Supplier in advance the Service Fee then in effect. Supplier’s obligation to provide Services and the Customer’s obligation to pay the Service Fees then in effect shall in such case automatically renew on the anniversary date of acceptance of the Hardware or Software, whichever is applicable, in accordance with the procedure described in this Agreement and continue until cancelled by either Party giving the other at least thirty (30) days’ prior written notice before the anniversary at which the Services will automatically renew.

E 4. Exclusions from Services .

E 4.1 Services do not include, among other things, labor and replacement parts required because of accident, abuse, neglect, improper use, failure of electrical power, air-conditioning, humidity control, unusual physical or electrical stress, extreme operating conditions and unreasonable operating procedures.

E 4.2 Faults caused by the following are specifically excluded from the scope of this Agreement:

(a)	operating supplies, consumables, spare parts or accessories not supplied by Supplier;

(b)	painting or refinishing of the Hardware, or furnishing of materials for this purpose;

(c)	electrical work external to the Hardware and/or Software subject to the Services;

(d)	maintenance or Services of Hardware, Software accessories, alterations, attachments or other devices not specifically noted in the extent and Scope of Supply applicable for Services provided pursuant to this Agreement; or

(e)	any Hardware and/or Software subject to the Services, which have been modified, altered, added to, moved, installed, reinstalled or improperly serviced, by other than Supplier personnel or its authorized representative without Supplier’s prior written approval.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

E 4.3 In the event that Supplier is required to remove, for repair or replacement purposes, any Hardware whose size will require that physical alterations be made to the Site, then the Customer will assume full responsibility for all costs and expenses associated with the movement of the Hardware. This will include, but not be limited to, special rigging and handling, removal and replacement of walls, equipment, exterior sections of the building or other unspecified clearing of the transportation route required to replace the Hardware.

E 5. Access .

E 5.1 The Customer shall promptly provide Supplier with access to all facilities, information, assistance and materials that Supplier request from time to time to facilitate the proper and timely performance of the Services and the Customer shall timely procure appropriate licenses and/or permits necessary for Supplier to perform the Services (if any).

E 5.2 The Customer shall upon Supplier’s request schedule adequate time during normal business hours (unless otherwise agreed to in writing by the Parties) for required on-site Services, if any.

E 5.3 The Customer shall ensure that Supplier shall have full, free and safe access to the Hardware and/or Software subject to the Services and the Customer’s operation, performance and maintenance records for such Hardware and/or Software, on each scheduled, requested, or emergency service call. Supplier shall also have access to and use of any machine, network (including servers and workstations), attachments, features or other equipment necessary to perform the Services at no charge to Supplier. Should Supplier be denied access to the Hardware and/or Software or to the Customer’s records or to such other equipment, including the network, at the agreed time, a charge equal to the current applicable hourly rate, and all expenses and costs related hereto, will be paid by the Customer. The Customer shall be responsible for adherence with all applicable health and safety requirements including, without limitation, decontamination and general cleaning with regard to the Hardware being serviced.

E 6. Adjustment of Service Fee .

E 6.1 Supplier is entitled to adjust the Software Maintenance and Support Service Fee on a yearly basis in accordance with Supplier’s price for Service.

E 6.2 Supplier is entitled to adjust the Hardware Maintenance and Support Service Fee on a yearly basis by the Swedish Consumer Price Index (“CPI”) ( Sw. konsumentprisindex ). CPI is issued by Statistics Sweden ( Sw. Statistiska centralbyrån ).

E 7. The Customer’s duties .

E 7.1 The Customer shall:

(a)

maintain proper environmental conditions at the Site, perform routine maintenance or make arrangements to have routine maintenance done and maintain reasonable standards of quality control, operations, procedures, safety testing and inspection of the Hardware and/or Software subject to the Services;

(b)	operate Hardware and/or Software subject to the Services exclusively by duly qualified personnel in a safe and reasonable manner and operate them exclusively for the purpose for which the Hardware and/or Software subject to the Services where intended;

(c)

upon Supplier’s request provide Supplier or its Affiliates with supervisor security rights on the equipment on which the Software runs, promptly install new updates of the Software as requested by Supplier and provide Supplier or its Affiliates with access for remote diagnostics in accordance with Supplier’s then current documentation;

(d)

not abuse the Hardware and/or Software subject to the Services or any component thereof or subject the Hardware and/or Software subject to the Services to unusual stress, extreme operating conditions or unreasonable operating procedures. The Customer shall not attempt to repair, or cause another to repair, the Hardware and/or Software subject to the Services or any component thereof unless otherwise agreed to in writing by the Parties;

(e)	promptly notify Supplier of any defect, failure, or errors that occur during the term of this Agreement and shall adequately describe such defect, failure, or error encountered by Customer; and

(f)	abide by Supplier’s documentation, as updated from time to time, for the Hardware and/or Software subject to the Services, including, but not limited to, all operational instructions, directions and system requirements.

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Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

E 8. Warranties .

E 8.1 Supplier warrants that the Services will be carried out in a competent and professional manner and with all reasonable care and skill.

E 8.2 Supplier warrants that all replacement parts installed outside of the original Hardware warranty issued by Supplier are covered by a ninety (90)-day parts only warranty unless otherwise stated. Any replacement parts installed within the original Hardware warranty provided by Supplier are covered for the reminder of the Hardware warranty for both parts and labor.

E 8.3 Supplier reserves the right to replace any spare parts with new, modified or refurbished parts of substantially equal quality as the original parts in the course of providing the Services and any defective part which is replaced when providing the Services shall be the property of Supplier if Supplier so requests.

E 8.4 To the extent the Services specified in the Scope of Supply includes that the Hardware and/or Software shall perform substantially in accordance with its Scope of Supply and/or Documentation, whichever is applicable, and if Supplier is unable, after reasonable effort, to cause the Hardware and/ or Software subject to the Services to perform substantially in accordance with its Scope of Supply and/or Documentation, whichever is applicable, then the Services may be terminated with respect to the Hardware and/ or Software so affected at the option of either Party hereto without further obligation or liability. Such termination shall be the Customer’s exclusive remedy and Supplier’s sole liability in connection with the Services related to any such Hardware and/or Software.

E 8.5 Supplier shall not be obligated to remedy any Hardware and/or Software defect, failure, or error that cannot be adequately repeated.

E 8.6 New software products are not included in Supplier’s standard Services and will be offered by Supplier to the Customer at Supplier’s then current published prices and on such other terms and conditions as are acceptable to Supplier.

081008 Version 1

Page 51 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

EXHIBIT F

TRADEMARK LICENSE LEKSELL GAMMA KNIFE â

Trademark License .

The Customer hereby acknowledges that the trademarks Gamma Knife® and Leksell Gamma Knife® (collectively, the “Mark”) are registered trademarks of the Supplier and/or its Affiliates and that the Mark constitutes valuable intellectual property of Supplier and/or its Affiliates in which they have established substantial goodwill. The Customer hereby acknowledges that proper use of the Mark in any advertising of the Customer’s own surgical services performed with the Leksell Gamma Knife® surgical instrument is highly important to maintaining such value and goodwill.

Subject to the terms and conditions of this section, Supplier, hereby grants the Customer a non-exclusive, non-transferable, royalty-free license without right to sublicense, solely for the purpose of using the Mark in connection with the promotion and advertising of any of the Customer’s own services to be performed solely by the Customer’s use of Leksell Gamma Knife®.

The Customer, in the conduct of the Customer’s business, is strictly prohibited from using the Mark in or as its official legal name. In addition, the Customer agrees that it shall not use the Leksell Gamma Knife® trade mark as a noun or verb, but always as an adjective. Trade marks should never be used as nouns or verbs, but always used as adjectives and therefore should always be followed in text by the thing they are describing. However, the Customer may use the trademark Gamma Knife â as part of the following fictitious trade name:

“Gamma Knife® Center of [the Customer’s distinctive name]”.

The Customer may use a variation or abbreviation of such term only after obtaining Supplier’s prior written consent to the proposed use in question.

As long as the Customer utilizes a fictitious trade name, which includes the Mark, the Customer shall not use the fictitious trade name to market services performed with any equipment other than Leksell Gamma Knife®. The Customer in any case shall not use the Mark to market services to be performed with any equipment other than Leksell Gamma Knife®.

In advertising, references to the Mark must include the registration symbol ® in connection with the Mark along with the words “Gamma Knife â and Leksell Gamma Knife â are registered trademarks of the Elekta Group. All rights reserved.”. Supplier reserves the right to require the Customer to discontinue the use of advertising that does not conform to such requirements.

The Customer may use the words “gamma knife center of [the Customer’s distinctive name]” as part of any internet domain name, or URL, telephone number or other communications address or symbol provided that the full name, “gamma knife center of [the Customer’s distinctive name]” is used. The Customer may use a variation or abbreviation of such term only after obtaining Supplier’s prior written consent to the proposed use in question. The Customer may not under any circumstances, use the words “gamma knife” alone, for any internet domain name, or URL, telephone number or other communications address or symbol.

All advertising or promotional materials in which the Mark is utilized shall comply with all applicable laws and regulations as well as the standards of proper advertising.

Supplier shall have the right to terminate the license granted in this section with immediate effect if the Customer violates any provision of this section or utilizes the Mark in any manner which, in the sole opinion of Supplier, presents a reasonable risk of damage to the Mark.

Upon termination of the license granted by this section, the Customer shall immediately cease all use of the Mark.

081008 Version 1

Page 52 of 53

Exhibit 10.61

Purchase and License Agreement

Agreement: 07292010

Version: V1.1

Dated: August 12, 2011

EXHIBIT G

LETTER OF CREDIT REQUIREMENTS

The following requirements shall apply in the respect of the Letter of Credit (“L/C”) to be issued. Supplier reserves the right to reject any L/C, which is not in strict conformity with the stipulations set out below.

Form of L/C:	Irrevocable and confirmed
	Payable with Beneficiary’s bank at sight.
Applicant:	[insert Customer’s name]
Issuing Bank:	[to be accepted by Supplier]
Beneficiary:	Elekta Instrument AB
	Kungstensgatan 18
	P.O. Box 7593
	SE - 103 93 Stockholm
	Sweden
Advising Bank:	DANSKE BANK Stockholm, Sweden. Swift: DABASESX
Currency and Amount:	*
Date and place of Expiry:	[date] , Stockholm, Sweden
Partial shipments/deliveries:	allowed
Transshipments	allowed
Shipment from :	Sweden
Third party transport documents:	allowed

Goods description:
Shipment of:	One unit of Leksell Gamma Knife model 4 and one unit Axesse, as per phase and License agreement dated 29 July 2010, V1.1 07292010, Stockholm, Sweden
Delivery terms:	CIP (Incoterms 2000)
Latest day of delivery/shipment:	as set out in the Agreement

Payment under this L/C shall be made according to the following schedule:

A.	First drawing of * to be paid upon 150 days after shipping of the Elekta Axesse unit .

B.	A total of 19 more drawings of * each to be paid quarterly starting 90 days after the first drawing.

Documents to be presented: [to be reviewed in each individual case]

·	Bill of Lading or Airway Bill (for first drawing only)

·	Packing List (for first drawing only)

·	Certificate of Acceptance of the Elekta Axesse unit (for first drawing only)

·	Insurance Policy for 110% of invoice value covering ICC(A)

·	(Other: To be defined in each individual case)

Special instructions:

All banking charges outside Sweden are for Applicant's account. Issuing Bank to request Advising Bank to add its confirmation. The Documentary credit must be subject to the Uniform Customs and Practice for Documentary Credits, 1993 revision, ICC Publication No 500.

Page 53 of 53

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (the “Agreement”) is made by and between Elekta Instrument AB, with registered address at P.O. Box 7593, SE-103 93 Stockholm, Sweden (“Elekta”) and EWRS Tibbi Cihazlar Ticaret Limited Sirketi, with registered address at AVNI DILLIGIL SOK.ÇELIK IS MERKEZI A BLOK K.4 D.18 MECIDIYEKÖY Sicil 763180/0 (“EWRS”). Elekta and EWRS are jointly referred to as “Parties” and each a “Party”.

WHEREAS Elekta and Adana Application and Research Center of Baskent University, Dadalogli Mah. 39. Sok. Yuregir, Adana, Turkey (the “Customer”) on the 25 th of August 2010, entered into a purchase and license agreement as subsequently amended by an Addendum entered into between Elekta and the Customer on 26 th November 2010 (as amended, the “Purchase and License Agreement”).

WHEREAS Elekta and EWRS desire to restructure the transaction with Customer such that (i) instead of Elekta providing Customer with the use of the Deliverables pursuant to the Purchase and License Agreement; (ii) the Deliverables shall be sold by Elekta or its Affiliates to Ozyurek Mumessillik Ve Dis Ticaret AS (“Ozyurek”); (iii) Ozyurek shall resell the Deliverables to EWRS; and (iv) EWRS (and not Elekta) will furnish the use of the Deliverables to Customer in accordance with the terms of the Purchase and License Agreement and this Agreement.

WHEREAS in order to facilitate such restructured transaction, (i) Elekta and Ozyurek have entered or will enter into one or more purchase and license agreement for the sale by Elekta and purchase by Ozyurek of the Deliverables (the “Elekta Sales Agreements”); (ii) Ozyurek and EWRS have entered or will enter into one or more purchase and license agreements for the sale by Ozyurek and purchase by EWRS of the Deliverables (the “EWRS Sales Agreements”); and (iii) subject to the terms and conditions of this Agreement, Elekta will transfer and assign all of Elekta’s rights, obligations and liabilities arising under the Purchase and License agreement from Elekta to EWRS in accordance with section B 18 “Assignment” under the Purchase and License Agreement.

NOW THERFORE, for valuable consideration received, the parties hereto have agreed as follows:

Terms defined in the Purchase and License Agreement shall, unless otherwise defined in this Agreement, have the same meaning when used in this Agreement.

1. Assignment

1.1. As of the “Effective Date” of this Agreement (as defined below) and subject to the terms and conditions set forth herein, Elekta hereby sells, assigns, transfers and delivers to EWRS all of Elekta’s rights, title, interests, obligations and liabilities arising under the Purchase and License Agreement, and EWRS hereby accepts such assignment (the “Assignment”).

1.2 Insofar as rights and obligations under the Purchase Agreement from the Effective Date of this agreement are concerned, references to Elekta (as a supplier) therein, shall be deemed replaced with references to EWRS, except as set forth in Section 1.4 below.

1.3 Except as expressly set forth in this Agreement, from and after the Effective Date of this Agreement, Elekta shall have no further rights, obligations and liabilities of any kind whatsoever under the Purchase and License Agreement, and the Purchase and License Agreement shall be binding only on EWRS and the Customer.

1.4 Retained Rights and Obligations. Notwithstanding anything to the contrary set forth in this agreement, it is understood and agreed that (a) all of the warranties made by Supplier, subject to any exclusions, disclaimers and limitations applicable thereto, as set forth in the Purchase and License Agreement (collectively, the “Warranties”) shall continue to be made by Elekta to Customer following the Assignment, and shall not be deemed to be made by EWRS; (b) none of Supplier’s rights, obligations and liabilities set forth in (i) Section B 8.3 (Permits), except to the extent EWRS is required, as owner or seller of the Deliverables, provider of Services and/or acting in any other capacity under the Purchase and License Agreement to obtain applicable licenses, permits or similar documents for EWRS’s performance under the Purchase and License Agreement, and to comply with all applicable laws, regulations or recommendations for the performance of its rights and obligations under the Purchase and License Agreement; ii) Section B 10 (Intellectual Property and Indemnification); (iii) Section B 15 (Indemnification by Supplier); (iv) Section B 16 (Indemnification by Customer), provided that Elekta and EWRS shall each have the right to receive Customer’s indemnification under Section B 16; (v) Section C 4 (Site Preparation); (vi) Section C 5 (Installation); (vii) Section C 7 (Reporting); (viii) Exhibit D (Terms and Conditions for Software); and/or (ix) Exhibit F (Trademark License Leksell Gamma Knife) of the Purchase and License Agreement (collectively, the “Retained Rights and Obligations”) shall be assigned or transferred to EWRS pursuant to this Agreement; (c) all of such Retained Rights and Obligations shall be retained solely by Elekta; (d) EWRS shall at no time have any rights, obligations and/or liabilities with respect to any or all of the Warranties and/or the Retained Rights and Obligations; and (e) Customer shall look solely to Elekta with respect to enforcing the Warranties and/or the Retained Rights and Obligations, and hereby releases EWRS therefrom.

1.5 Conditions to Assignment. This Agreement shall be conditional upon: (a) the execution and signing by Elekta and Ozyurek of the Elekta Sales Agreements for delivery of the Deliverables to the Customer; (b) the execution and signing by Ozyurek and EWRS of the EWRS Sales Agreements for delivery of the Deliverables to the Customer; and (c) EWRS shall have secured the financing for the complete multi-system purchase pursuant to the EWRS (collectively, the “Conditions”). In the event all of the Conditions have not been satisfied by April 27, 2011, then, Elekta or EWRS may at their sole option declare this Agreement null and void. In the event any or all of the Elekta Sales Agreement are declared null and void in accordance with their terms, Elekta or EWRS may at their sole option declare this Agreement null and void as of the Effective Date.

1.6 Bank Guarantee. Without limiting or modifying Elekta’s obligations under the Elekta Sales Agreements with respect to the letter of credit or payment guarantee provided by Customer to secure payment of the Usage Fee pursuant to the Purchase and License. Agreement (the “Bank Guarantee”), in the event the bank of guarantor thereunder refuses for any reason to rewrite or assign the Bank Guarantee for the benefit of EWRS, then, Elekta agrees that (a) any and all amounts paid to Elekta at any time or from time-to-time under the Bank Guarantee shall be forwarded to EWRS by wire transfer within three (3) business days following its receipt by Elekta or its affiliates, without deduction or offset; (b) Elekta shall take no action under the Bank Guarantee unless approved in advance in writing by EWRS; (c) Elekta shall promptly forward to EWRS any correspondence or other documentation received in connection with the Bank Guarantee; and (d) EWRS shall be permitted to enforce the Bank Guarantee in Elekta’s name, but at EWRS’s sole cost and expense. Notwithstanding the foregoing, Elekta makes no representation, warranty or guarantee to EWRS regarding the validity or enforceability of the Bank Guarantee or the bank’s obligations under the Bank Guarantee.

2. Indemnification

2.1 Indemnification by EWRS. EWRS shall indemnify and hold harmless Elekta against any and all loss, liability, damage or expenses which may be incurred by Elekta due to any claims of a third party in connection with the breach, default or non-performance by EWRS of (a) this Agreement; and (b) the Purchase and License Agreement arising on or after to the Effective Date of this Agreement.

2.2 Indemnification by Elekta. Elekta shall indemnify and hold harmless EWRS against any and all loss, liability, damage or expenses which may be incurred by EWRS due to any claims of a third party in connection with the breach, default or non-performance by Elekta of (a) this Agreement; and (b) the Purchase and License Agreement arising prior to the Effective Date of this Agreement.

3. Effective Date

3.1 This Agreement shall be effective upon the date of its signing or in case the Parties hereto do not sign simultaneously, the date upon which the last party to sign this Agreement so signs (the “Effective Date”).

4. Dispute Resolution

4.1 This Agreement shall be governed by the laws of Sweden without reference to its principles on conflict of laws. Any dispute or controversy arising from this Agreement shall be subject to the dispute resolution procedures provided for in section B 27 “Disputes and Governing Law” of the Purchase and License Agreement.

5. Miscellaneous

5.1 This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts shall together constitute the same instrument. The captions and paragraph headings used herein are for convenience only and shall not be used in construing or interpreting this Agreement. This Agreement constitutes the full and complete agreement and understanding between the parties hereto concerning the subject matter hereof and shall supersede any and all prior written and oral agreements with regard to such subject matter.

Date and Place: Stockholm March 11, 2011		Date and Place:

ELEKTA INSTRUMENT AB		EWRS TIBBI CHIAZLAR TICARET
		LIMITED SIRKETI


/s/ Ray Rau		/s/ Ernest A. Bates
Name:		Name:

		/s/ Ernest R, Bates
		Name:

		/s/ S. Mert Ozyurek
		Name:

Exhibit 10.62

AMENDMENT TO EQUIPMENT LEASE AGREEMENT

(PERFEXION UPGRADE)

This AMENDMENT TO EQUIPMENT LEASE AGREEMENT (PERFEXION UPGRADE) (this “Amendment”) is dated effective as of 8 th April, 2011 (the “Effective Date”), and is entered into by and among (i) GK FINANCING, LLC, a California limited liability company (“GKF”), whose address is Four Embarcadero Center, Suite 3700, San Francisco, CA 94111, and (ii) LOVELACE HEALTH SYSTEM, INC. d/b/a Lovelace Medical Center, a New Mexico corporation (“Hospital”), whose address is 4101 Indian School Road NE, Albuquerque, NM 87110.

Recitals:

A. GKF and AHS Albuquerque Medical Center, LLC (“AHS”) entered into a certain Equipment Lease Agreement dated February 13, 2003 (the “Lease”), pursuant to which GKF agreed to lease to AHS a Leksell Stereotactic Gamma Knife unit, Model C with Automatic Positioning System (the “Model C”).

B. AHS (also known as “CNT-AHS Albuquerque Medical Center, LLC”) was merged into Hospital, effective October 1, 2003, pursuant to which Hospital assumed all of AHS’s rights and obligations under the Lease by operation of law.

C. Hospital and GKF desire to amend the Lease to provide for the replacement and upgrade of the Model C that is currently being leased by GKF to Hospital pursuant to the Lease, with a Leksell Gamma Knife Perfexion unit including the LGP Software (such Perfexion unit leased hereunder is referred to as the “Perfexion”), which will be installed at the existing Site at which the Model C is currently installed, and contemporaneously with the dc-installation of the Model C (the “Perfexion Upgrade”).

Agreement:

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 to amend, modify and/or supplement the terms and conditions of the Lease as follows:

1. Defined Terms. Unless otherwise defined herein, the capitalized terms used herein shall have the same meanings set forth in the Lease.

2. Upgrade of the Model C to the Perfexion.

Exhibit 10.62

a. In accordance with Section 13.2 of the Lease and subject to the terms and conditions set forth under the Lease, GKF shall acquire and hold title to, and install the Perfexion with new cobalt-60 sources, at the Site. GKF shall complete the Perfexion Upgrade by June 30, 2011 or such other time as approved by Hospital in writing, subject to availability of the Perfexion from the equipment manufacturer, issuance of all regulatory approvals, permits and/or waivers in a timely manner, and completion of construction of the Site. The parties acknowledge that Hospital may not be able to perform Procedures for approximately one (1) month during the Perfexion Upgrade and the deinstallation of the Model C. Simultaneously with the execution of this Amendment, Hospital and Elekta, Inc., a Georgia corporation (“Elekta”) shall enter into that certain LGK Agreement of even date herewith (the “I,GK Agreement”), a copy of which shall replace the previous LGK Agreement as the updated Exhibit 1 to the Lease. Hospital shall operate and maintain a fully functional radiation therapy department at the Site which shall include the Perfexion. Use of the Perfexion shall be made available to all neurosurgeons and radiation oncologists with Hospital privileges, and Hospital shall not, without GKF’s prior written consent (not to be unreasonably withheld), enter into any exclusive staffing or other contracts that would limit or restrict staff privileges and/or usage of the Perfexion by any qualified neurosurgeons or radiation oncologists.

b. GKF shall be solely responsible for the construction and preparation of the Site in connection with the Perfexion Upgrade and the rigging and installation of the Perfexion.

c. GKF shall be solely responsible for maintenance and service, personal property taxes, and the cost of insurance coverage for the Perfexion to the same extent and at the same levels as required under the Lease.

d. In connection with the Perfexion Upgrade, Hospital shall, at Hospital’s reasonable cost and expense, provide GKF with Hospital personnel (including Hospital physicists) and cooperation upon reasonable request and as reasonably required by GKF, among other things, to assist with construction and compliance with local, state and federal regulatory requirements and with nuclear regulatory compliance issues and the calibration of the Perfexion.

e. Notwithstanding the foregoing, the Perfexion Upgrade shall be performed by GKF only after all necessary and appropriate licenses, permits, approvals, waivers, consents and authorizations, and the proper handling of the Cobalt-60 (collectively, the “Permits”), have been obtained by Hospital at Hospital’s sole cost and expense.

f. Upon request by GKF and at GKF’s reasonable expense, Hospital shall execute and deliver a commercially reasonable form of consent to sublease or other documentation if such a document is reasonably requested by the third party financing company which holds a security interest in the Perfexion.

g. It is acknowledged that the Perfexion will come with two (2) new headframes. GKF agrees that Hospital shall, for no additional cost, retain its existing headframes from the Model C for use on the Perfexion. GKF also agrees that it shall, at its sole cost and expense, refurbish such existing headframes for use on the Perfexion.

h. GKF, at its cost and expense, shall cover the Perfexion training tuition costs for those physicians and physicists who will be using the Perfexion. Perfexion upgrade training shall be on-site at Hospital during a two to three day period to be coordinated between Hospital and Elekta. Any travel and entertainment associated with training shall not be the responsibility of GKF.

Exhibit 10.62

i. GKF hereby grants to Hospital a non-exclusive right and license to use the LGP Software as contemplated hereunder and subject to the terms and conditions of the LGK Agreement attached hereto as Exhibit 1.

j. Upon receipt of Elekta’s report on the results of the Acceptance Tests (as defined in the LGK Agreement), Hospital shall have a period of three (3) days to review and validate the results of the Acceptance Tests to confirm that the Perfexion meets the manufacturer’s specifications and documentation. At any time prior to the expiration of the test and review period set forth above, Hospital may elect to accept the Perfexion or, if the Perfexion does not meet the manufacturer’s specifications or documentation, reject the Perfexion. If Customer rejects the Perfexion in accordance with the preceding sentence, then it shall provide written notice to GKF specifying in reasonable detail the reasons for such rejection. GKF will correct any material non-conformities in the Perfexion with the manufacturer’s specifications and documentation and remedy the situation as soon as practicable but, unless otherwise agreed in writing, no later than 10 days after receipt of notice of rejection from Hospital, if commercially practical. Hospital will have the right to accept or reject the corrected Perfexion in accordance with this section. If Hospital determines that GKF has not corrected a material non-confoimity in the Perfexion with the manufacturer’s specifications or documentation, then, Hospital may elect to terminate the Agreement, return the Perfexion, and receive a refund of all fees paid. If Customer provides no written notice rejecting the Perfexion prior to the end of the testing period, the Perfexion will have been deemed accepted by the Customer.

3. De-Installation of the Model C; No Ownership Interests . GKF shall de - install, remove and retain all ownership rights and title to the existing Model C. Notwithstanding anything to the contrary set forth in the Lease or herein, Hospital shall have no ownership interest (or option to purchase any ownership interest) in the Model C and/or the Perfexion.

4. Extension of Lease Term. In consideration of GKF’s agreement to perform the Perfexion Upgrade, the Term is hereby extended to the date that is ten (10) years following the “First Perfexion Procedure Date” (as hereinafter defined). The parties agree to negotiate in good faith an additional three year extension to this Amendment or Equipment upgrade approximately twelve (12) months prior to its termination date.

5. Lease Payments.

a. It is understood and agreed that Section 8 of the Lease (Per Procedure Payments) shall remain in full force and effect with respect to all Procedures performed prior to the de-installation of the Model C, and that notwithstanding the Assignment, all rent or lease payments pertaining to Procedures performed prior to the de-installation of the Model C shall continue to be calculated in accordance Section 8 of the Lease and shall be paid by Hospital to, and retained solely by, GKF. However, effective from and after the date the first Procedure is performed at the Site using the Perfexion (the “First Perfexion Procedure Date”), (i) the first paragraph only of Section 8 of the Lease shall be substituted and replaced with the following; and (ii) the remainder of Section 8 of the Lease (Per Procedure Payments) shall remain in full force and effect and shall apply to the Perfexion:

Exhibit 10.62

8. Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital shall pay to GKF the sum of * for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any treatment capable of

being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum.

b. The parties acknowledge that the compensation payable by Hospital for the Perfexion as set forth in this Amendment has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, Hospital’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Perfexion, and the provision to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to be provided or paid for by GKF pursuant to this Amendment. Hospital undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patients.

6. Marketing Support . Hospital’s obligations with respect to marketing the Perfexion shall continue in the same manner and with the same amounts as set forth in Section 7 of the Lease.

7. Cobalt Reload. The second sentence of Section 13.2 of the Lease is hereby deleted in its entirety, and the following is hereby substituted in lieu thereof: GKF and Hospital mutually agree to reload the Cobalt-60 sources between the sixth and seventh year after the Perfexion Upgrade (i.e., after six (6) years have elapsed following the First Perfexion Procedure Date). The costs associated with such Cobalt-60 reloading shall be borne solely by GKF. The Term (as extended by this Amendment) shall be further extended for the period of time during which the Perfexion is not in use due to the Cobalt-60 reloading.

Exhibit 10.62

8. Termination. Effective from and after the First Perfexion Procedure Date, Section 18 of the Lease shall be deleted in its entirety and replaced with the following:

18.1 Termination for Economic Justification. Notwithstanding anything to the contrary contained in the Lease or herein, once annually on the applicable anniversary of the First Perfexion Procedure Date, after the initial twelve (12) months following the First Perfexion Procedure Date, based upon the utilization of the Perfexion and other factors considered relevant by GKF in the exercise of its reasonable discretion, GKF may provide Hospital with a written request for a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital. If, within a reasonable period of time after GKF’s written request, Hospital does not provide GKF with a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital, then and in that event, but without waiving any or all of GKF’s rights or remedies under the Lease, GKF shall have the option to terminate the Lease by giving a written notice thereof to Hospital not less than six (6) months prior to the effective date of the termination designated in GKF’s written notice; provided, however, so long as Hospital is averaging 80 Procedures ammally, not taking into account the first twelve (12) months after the First Perfexion Procedure Date, GKF shall not have the option of terminating this Agreement pursuant to this Section 18. Without limiting the generality of the foregoing, for purposes of this Section, “reasonable economic justification to continue the Lease” shall not be deemed to exist (and GKF if applicable, shall have the option to terminate the Lease) if, during the twelve (12) month period immediately preceding the issuance of GKF’s written notice of termination, the “Net Cash Flow” is negative. As used herein, “Net Cash Flow” shall mean, for the applicable period, (a) the aggregate rent payments actually received by GKF during such period, minus (b) the sum of the aggregate (i) debt service on the Perfexion, (ii) maintenance expenses, and (iii) Perfexion-r elated personal property taxes, gross receipts taxes and insurance during such period.

18.2 Termination for Loss of LGK Agreement. If (i) the LGK Agreement expires or is terminated by Elekta, or Hospital loses the right or license to use the Perfexion under the LGK Agreement, including without limitation, in the event Elekta requires return of the Perfexion pursuant to Section 7.7 of the LGK Agreement, and (ii) such termination is not the result of any action or inaction of Hospital in breach of this Agreement or the LGK Agreement, and (iii) to the extent practicable, GKF has been given prior notice and at least 30 days to assist in the development of a cure for the cause of such termination or loss of right or license, then, this Agreement shall immediately terminate upon written notice from Hospital to GKF of such termination or expiration of the LGK Agreement, or of such loss of the right or license to use the Perfexion under the LGK Agreement, including without limitation, in the event Elekta requires return of the Perfexion pursuant to Section 7.7 of the LGK Agreement.

Exhibit 10.62

18.3 Termination for GKF default to Lender. GKF, or any successor in interest to GKF under this Lease, shall (a) immediately notify Hospital in the event GKF receives any notice of default from. its Lender that relate to the financing of the Equipment or that would otherwise impact the Equipment, providing Hospital with reasonable specificity regarding the nature of such default and the rights available to Lender under such circumstances; and (b) not modify or amend its agreement with Lender in any manner that would impair the rights of Hospital without Hospital’s prior written consent. In the event that Lender provides notice to Hospital of its intent to remove the Equipment or otherwise disturb Hospital’s quiet enjoyment of the Equipment in any manner due to a default by GKF, Hospital shall have the right and option thereafter to: (i) provide any and all payments due hereunder directly to Lender unless and until directed by Lender to resume payments to GKF; and/or (ii) terminate this Agreement upon written notice to GKF. In the event that Lender removes the Equipment or requires Hospital to enter into an alternative contractual arrangement in order to retain the Equipment, this Agreement shall immediately terminate upon written notice from Hospital to GKF of such removal or contractual arrangement.

9. Assignment . Section 24.1 of the Lease is hereby amended to include the following at the end of such section:

Nothing in this Amendment shall preclude GKF from, or limit GKF’s ability to assign, convey, contribute or otherwise transfer this Amendment to an entity controlled by, controlling or under common control with GKF (provided, however, that in the event of any such transfer, GKF shall provide the Hospital with written notice thereof within thirty (30) days after such transfer); and any such transferee of GKF shall be entitled to assign, convey, contribute or otherwise transfer this Amendment to GKF or any entity controlled by, controlling or under common control with GKF (provided, however, that in the event of any such transfer, such transferee of GKF shall provide the Hospital with written notice thereof within thirty (30) days after such transfer).

10. Alterations & Updates. Sections 13.3 and 13.4 of the Lease shall be deleted in their entirety and replaced with the following:

13.3 If at any time on or after the date that is six (6) years after the First Perfexion Procedure Date (the “Six Year Date”), the Perfexion becomes obsolete (as determined in accordance with Section 13.4 below); GKF agrees to evaluate and propose to Hospital the option of an upgrade to or replacement of the existing Perfexion. The parties shall cooperate in good faith and use their best efforts to reach an agreement regarding such upgrade or replacement. In the event the upgrade or replacement is agreed upon by Hospital and GKF, the lease term will be extended and/or the rental payments thereunder increased taking into account, among other things, the expense incurred. In the event an upgrade to or replacement of the Perfexion is not agreed upon by Hospital and GKF within sixty (60) days of a determination or agreement that the Perfexion is obsolete, the Hospital shall have the option to terminate this Agreement by giving a written notice thereof to GKF not less than one hundred eighty (180) days prior to the effective date of termination designated in Hospital’s written notice.

Exhibit 10.62

13.4 Unless the parties agree that the Perfexion is obsolete, such determination shall be made in accordance with the provision of this Section 13.4. A determination as to whether the Perfexion is obsolete may be requested in writing by either party at any time on or after the Six Year Date and not more than once during any twelve month period commencing from the Six Year Date. Within ten (10) days following the other party’s receipt of such request, each party shall designate a practicing neurosurgeon or ‘radiation oncologist who shall have not less than ten (10) years experience in the performance of radiosurgical procedures using various radiosurgical devices, including the Gamma Knife. Within ten (10) days of such designation, each such designee shall mutually agree upon and designate a third neurosurgeon or radiation oncologist having the same qualifications as described above and who shall have no relationship or medical staff privileges with either Hospital or GKF. The three designated physicians (“Experts”) shall have thirty (30) days, from the date the third neurosurgeon is so designated, within which to determine whether the Perfexion is obsolete. The Perfexion shall be deemed obsolete if two of the three Experts determine that other equipment is more medically appropriate than the Perfexion to perform any Procedures. Any determination of obsolescence must be in writing and must be signed two of the three Experts and distributed to the parties pursuant to the Notice provisions in Section 24.14 herein. Unless at least two’ Experts agree that the Perfexion is obsolete, the Perfexion shall not be deemed to be obsolete, and the party requesting the determination shall be required to promptly reimburse the other party for any costs or expenses incurred by the other party in connection with such determination.

13.5 GFK and Hospital acknowledge that, pursuant to the terms of the LGK Agreement, Elekta may, under certain circumstances, exercise its option pursuant to Section 7.6(b) thereof to modify or replace the Perfexion to make its use non-infringing. In the event Elekta exercises such option and the modified or replacement equipment is not substantially equivalent to or better than the Perfexion, Hospital shall have the option to immediately terminate this Agreement by giving a written notice thereof to GKF.

11 . Compliance. A new Section 25 is hereby added to the Lease as follows:

25. Compliance.

25.1 The parties shall comply at all times with federal, state and local law, rules and regulations, including without limitation the Medicare/Medicaid Anti-fraud and Abuse Amendments, federal and state physician self-referral laws, and applicable standards of accreditation agencies.

Exhibit 10.62

25.2 GKF (or any successor-in-interest to GKF under the Lease) shall ensure that, at all times, it (or its successor-in - interest) does not have a financial relationship (whether through direct or indirect ownership or direct or indirect compensation) with a practicing physician who (a) is in a position to potentially make “referrals” (as such term is defined in 42 C.F.R. § 411.351) for services under the Lease, or (b) makes “referrals” (as such term is defined in 42 C.F.R. § 411.351) of any designated health services (as such term is defined in 42 C.F.R. § 411.351) to the Hospital; provided, however, that this subsection 25.2 shall not apply to (i) holders of the publicly traded securities of GKF’s parent company, or (ii) requests by radiation oncologists for radiation therapy or ancillary services necessary for, and integral to, the provision of radiation therapy, if (i) the request results from consultation initiated by another physician, and (ii) the tests or services are furnished by or under the supervision of the radiation oncologist or under the supervision of a radiation oncologist in the same group practice.

25.3 In the event that a change in federal or state law or regulation or any interpretation thereof will result in the illegality of (i) the Lease, (ii) referrals of Medicare or any other patients for services under the Lease, or (iii) the submission of claims to Medicare for services performed under the Lease, the parties shall confer in good faith to amend the Lease as reasonably and minimally necessary to be in compliance with law. If the parties cannot agree upon an amendment following ninety (90) days of good faith negotiations, or sooner if required by law, then either party shall have the right to terminate the Lease upon written notice provided, however, those obligations accruing prior to the date of termination and those obligations surviving the date of termination shall continue to survive. In addition, if GKF does not comply with the requirement in subsection 25.2 above, Hospital shall have the right to terminate this Lease upon written notice.

25.4 GKF, or any successor in interest to GKF under this Lease, shall (a) immediately notify Hospital if it undergoes a change of ownership resulting in the addition or removal of practicing physicians with a direct or indirect ownership interest and the name of such physician(s), and (b) immediately notify Hospital if it enters into a direct or indirect compensation arrangement with a practicing physician and provide information as to the name of the physician and the fee structure of such arrangement; provided, however, that this subsection 25.4 shall not apply to holders of the publicly traded securities of GKF’s parent company.

12. Supplier and Owner of Perfexion . The parties hereto agree that, notwithstanding anything to the contrary set forth herein, the Lease is and shall be treated and interpreted as a “finance lease,” as such term is defined in Article 2A of the Uniform Commercial Code and Section 55-2A-103(1)(g) of the New Mexico Statutes Annotated, that GKF shall be treated as a finance lessor who is entitled to the benefits and releases from liability accorded to a finance lessor under Article 2A of the Uniform Commercial Code and Section 55-2A-103(1)(g) of the New Mexico Statutes Annotated. In furtherance of the foregoing, Hospital acknowledges that, before signing this Amendment, GKF has informed Hospital in writing (a) that Elekta is the entity supplying the Perfexion, (b) that Hospital is entitled (under Section 2A of the Uniform Commercial Code and Section 55-2A-103(1)(g) of the New Mexico Statutes Annotated) to the promises and warranties, including those of any third party, provided to GKF by Elekta which is the entity supplying the goods in connection with or as part of the contract by which GKF acquired the Perfexion or the right to possession and use of the Perfexion, and (c) that Hospital may communicate with Elekta and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies. Hospital also acknowledges that Hospital has selected Elekta to supply the Perfexion and has directed GKF to acquire the Perfexion or the right to possession and use of the Perfexion from Elekta.

Exhibit 10.62

13 Miscellaneous. This Amendment (a) shall be governed by and construed under the laws of the State of New Mexico, without reference to its principles of conflicts of law; and (b) may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts shall together constitute the same instrument. The captions and paragraph headings used herein are for convenience only and shall not be used in construing or interpreting this Amendment. This Amendment constitutes the full and complete agreement and understanding between the parties hereto concerning the subject matter hereof and shall supersede any and all prior written and oral agreements with regard to such subject matter.

14. Full Force and Effect ; Except as amended by this Amendment, all of the terms and provisions of the Lease shall remain unchanged and in full force and effect and, together with this Amendment, represent the entire agreement of the parties with respect to the Perfexion and its use by Hospital. Unless the context requires otherwise, with respect to the Perfexion, all references in the Lease to (i) the “Agreement” shall be deemed to mean the Lease as amended by this Amendment; (ii) the “Equipment” shall be deemed to mean the Perfexion; (iii) the “LGK Agreement” shall be deemed to refer to the new LGK Agreement to be executed by Hospital relating to the Perfexion; and (iv) the “Tenn” shall be deemed to refer to the Term, as extended pursuant to this Amendment. To the extent any of the terms of the Lease conflict with the terms of this Amendment as it pertains to the Perfexion and the Perfexion Upgrade, the terms and provisions of this Amendment shall prevail and control. Where not different or in conflict with the terms and provisions of this Amendment, all applicable terms and provisions set forth in the Lease are incorporated within this Amendment as is if set forth herein and shall apply with equal force and effect to the Perfexion. Notwithstanding anything to the contrary set forth herein, no term or condition of this Agreement shall be effective to the extent it causes Hospital to breach the LGK Agreement or otherwise violate or infringe upon the rights of Elekta_ Nothing set forth in this Amendment shall relieve either party from any or all of its obligations under the Lease with respect to the Model C through the date of de-installation and except as preempted by the Perfexion Upgrade, including, without limitation, the obligation to pay rent or lease payments and the service, insurance and property tax expenses associated with the Model C until de-installation. Following de-installation of the Model C, Hospital shall have no further obligations with respect thereto other than making payments for Procedures performed prior to the date of de-installation.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Effective Date.

Exhibit 10.62

[Signature Pages Follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Effective Date.

GKF:		Hospital:

GK FINANCING, LLC		LOVELACE HEALTH SYSTEM, INC.

By: /s/ Ernest A. Bates, M.D.		d/b/a Lovelace Medical Center
Ernest A. Bates, M.D.		By: /s/ David S. Nevill
Policy Committee Member		Name: David S. Nevill
		Title: CEO
Dated: 4/8/11		Dated: 4/8/2011

		By: /s/ Stephen W. Forney
		Name: Stephen W. Forney
		Title: VP/CFO LHS
		Dated: 4/8/11

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND LICENSE AGREEMENT

This consent, assignment and assumption of the Purchase and License Agreement (“ Assignment ”) is by and between Elekta, Inc. (“ Elekta ”), GK Financing, LLC (“ GK Financing ”) and Albuquerque GK Equipment, LLC (“ Albuquerque Equipment ”).

WHEREAS , Elekta and GK Financing are parties to that certain Purchase and License Agreement, including exhibits A - H, dated as of February 2, 2011, pertaining to the purchase of a Leksell Gamma Knife® PERFEXION ( Attachment A ) (the " Agreement ");

WHEREAS , GK Financing intends to assign the Agreement to Albuquerque Equipment, and Albuquerque Equipment intends to assume the obligations under the same from and after the Effective Date (as defined below); and

WHEREAS , Elekta wishes to consent to the Assignment as hereinafter provided;

NOW, THEREFORE, Elekta, GK Financing and Albuquerque Equipment agree that said Agreement is hereby amended as follows:

GK Financing hereby assigns the Agreement in all respects to Albuquerque Equipment and Albuquerque Equipment hereby accepts the assignment thereof in all respects and Elekta hereby consents to this assignment and, as assigned, said Agreement is hereby amended so that wherever the name GK Financing is used therein it shall mean Albuquerque Equipment.

It is further agreed that all terms and conditions of the Agreement, as amended to date and affected by this Assignment, shall remain in full force and effect.

This Assignment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute the same Assignment. In addition, this Assignment may contain more than one counterpart signature pages and may be executed by the affixing of the signature of each party to a counterpart signature page.

[SIGNATURE PAGE TO FOLLOW]

EXECUTION COPY

IN WITNESS WHEREOF, Elekta, GK Financing and Albuquerque Equipment have executed this Assignment to be effective on or about May 20, 2011 (the “ Effective Date ”).

ELEKTA, INC.	ALBUQUERQUE GK EQUIPMENT, LLC

By: /s/Michelle Crawley	By: /s/Craig Tagawa
Print Name: Michelle Crawley	Print Name: Craig Tagawa

Title: VP Contract Administration	Title: Manager

GK FINANCING, LLC	ROA-1, LLC

By: /s/Ernest A. Bates, M.D.	By: /s/Kutub Khan, M.D.

Print Name: Ernest A. Bates, M.D.	Print Name: Kutub Khan, M.D.

Title: Policy Committee Member	Title: Partner, ROA-1, LLC

GREGG E. FRANKLIN, M.D.	BRYAN W. GOSS, M.D.
By: /s/Gregg E. Franklin, M.D.	By: Bryan W. Goss, M.D.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 31.1

CERTIFICATION

I, Ernest A. Bates, M.D., as chief executive officer of American Shared Hospital Services, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Shared Hospital Services;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during registrant’s most recent fiscal quarter (or the fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting .

August 15, 2011

/s/ Ernest A. Bates, M.D.

Ernest A. Bates, M.D.

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Craig K. Tagawa., as chief financial officer of American Shared Hospital Services, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Shared Hospital Services;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting .

August 15, 2011

/s/ Craig K. Tagawa

Craig K. Tagawa

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q of American Shared Hospital Services for the quarterly period ended June 30, 2011 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Ernest A. Bates, M.D., the Chief Executive Officer and Craig K. Tagawa, the Chief Financial Officer of American Shared Hospital Services, each certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of American Shared Hospital Services.

August 15, 2011

/s/ Ernest A. Bates, M.D.
Ernest A. Bates, M.D.
Chief Executive Officer

/s/ Craig K. Tagawa
Craig K. Tagawa
Chief Financial Officer