This is a LEASE AGREEMENT (the "Agreement"), dated August 4, 1998, by and between Community Clinical
Laboratories, Inc. (the "Lessor"), James L. McKeown, Sr. (the "Landlord") and Medical Technology
Laboratories, Inc. (the "Lessee").
The Lessor is the owner of certain assets that are used in the Lessor's clinical laboratory business. The Landlord
is the owner of certain real property that is used by the Lessor in its clinical laboratory business. The Lessor
wishes to lease certain assets to the Lessee. The Landlord wishes to lease his real property to the Lessee. The
Lessee is a provider of clinical laboratory services and wishes to lease certain assets from the Lessor and certain
real property from the Landlord. Accordingly, in consideration of the mutual covenants and agreements set forth
below, the parties agree as follows:
1. Lease of Assets and Real Property. The Lessor and the Landlord lease or sublease to the Lessee, and the
Lessee leases or subleases from the Lessor and the Landlord, upon and subject to the terms and conditions set
forth in this Agreement:
(a) The Lessor's customer lists listed on Schedule 1(a);
(b) The Lessor's laboratory testing equipment listed on Schedule 1(b);
(c) The Lessor's assets listed on Schedule 1(c);
(d) The Lessors assets listed on Schedule 1(d); and
(e) The Landlord's real property described on Schedule 1(e).
The assets described in this Section are collectively called the "Assets." The real property described on Schedule
1(e) is called the "Building."
2. Assets Not Leased. The Lessee shall not lease any of the following Assets from the Lessor:
(a) Medicare provider number or agreement;
(b) Medicaid provider number or agreement;
(c) Clinical laboratory licenses;
(d) Any third-party payor provider numbers or agreements;
(e) Any provider network agreements;
(f) Any contracts or agreements with any physicians; or
(g) Any equipment leased, purchased or owned by any physician.
The assets de