0001144204-11-022595 Sample Contracts

BARIATRIC PROGRAM SPONSORSHIP AGRtElViENT
Bariatric Program Sponsorship Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks • Texas

This Bariatric Program Sponsorship Agreement (this "Agreement'') is entered into this (22nd) day of (March), 2006, but effective the (1st) day of (May), 2006 (the "Effective Date") by and between (First Street Hospital), a (Limited Partnership) (hereinafter referred to as "Hospital"), and Vital Weight Control, Inc., d/b/a NeWeigh, a Texas corporation (hereinafter referred to as "Vital").

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June 1, 2006
Line of Credit Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

This is a line of credit agreement between Jacob Varon and First Street Surgical Center, LP. The date of the line is June 1, 2006 for an available amount of $700,000. First Street agrees to repay the loan as funds become available. Interest is to be charged/accrued/paid annually at 6.00% on the outstanding amount until the line is fully paid. ,Any outstanding balance will be due immediately upon maturity on May 31, 2011.

February 13, 2008 First Street Hospital Bellaire, TX 77401 Attention: Walter LeLeux Dear Mr. LeLeux:
Contract • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

This is written to amend that certain contract by and between First Street Hospital, a Texas Limited partnership (herein referred to as “First Street”) and Vital Weight control, Inc. (herein referred to as “Vital”), dated march 22, 2006, said contract being herein referred to as “the Contract”. This amendment to the Contract is made necessary by the fact that First Street has leased an office at 101 Vision Park Blvd, Suite 200, Shenandoah, Texas 77384 (such office is herein referred to as “the New Office”), and First Street has requested that Vital operate the New Office as part of its NeWeigh program for the surgical treatment of morbid obesity. It is the purpose of this letter to amend the Contract in such a manner so that the terms and conditions of Vital’s operation of the New Office on behalf of First Street shall be covered under the terms of the Contract and under the provisions of this letter of Amendment to Contract.

EXTENSION AND RENEWAL OF CONTRACT AGREEMENT
Bariatric Program Sponsorship Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

WHEREAS, Vital Weight Control, Inc., a Texas Corporation, ("Vital") entered into a Bariatric Program Sponsorship Agreement dated March 22, 2006, ("the Contract") by and between Vital and First Street Hospital, a Texas Limited Partnership, ("First Street"); and,

First Street Hospital, L.P. Management Agreement
Management Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks • Texas

THE MANAGEMENT AGREEMENT (the "Agreement") is executed and delivered this ___ day of ___ 2006 by First Surgical Partners, L.L.C. (the "General Partner") and First Street Hospital, L.P (the "Company").

BUILDING LEASE
Building Lease • April 15th, 2011 • First Surgical Partners Inc. • Blank checks
LETTER LOAN AGREEMENT January 8 , 2008
Loan Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks • Texas

Pursuant to our prior discussions, this Letter Loan Agreement will serve to set forth the terms of the financing agreement by and between FIRST STREET HOSPITAL, L.P., a Texas limited partnership (the "Borrower") and THE BANK OF RIVER OAKS (the "Lender"):

FOURTH AMENDMENT TO LETTER LOAN AGREEMENT
Letter Loan Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

This Fourth Amendment to Letter Loan Agreement ("Fourth Amendment") is made, and entered into effective as of January 8, 2011, by and between FIRST STREET SURGICAL CENTER, L.P., a Texas limited partnership (the "Borrower"), and THE BANK OF RIVER OAKS (the "Lender").

CONTRIBUTION AGREEMENT
Contribution Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks • Texas

CONTRIBUTION AGREEMENT, dated as of November 4, 2010 (the “Agreement”), by and among ARKSON NEUTRACEUTICALS CORP., a Delaware corporation (“Purchaser”), DAVID ROFF (the “Majority Stockholder”), PIPER ACQUISITION III, INC., a Nevada corporation, (the “Company”), and each of the shareholders of the Company set forth on the signature page hereof attached as Schedule I (collectively, the “Piper Shareholders”), which such Schedule I shall be delivered on or before the Closing Date.

FOURTH AMENDMENT TO LETTER
Loan Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

This Fourth Amendment to Letter Loan Agreement ("Fourth Amendment") is made and entered into effective as. of January 8 ,2011, by and between FIRST STREET HOSPITAL, LP., a. Texas Limited Partnership (the "Borrower"), and THE BANK OF RIVER OAKS (the "Lender").

REINSTATEMENT OF CONTRACT AGREEMENT
Bariatric Program Sponsorship Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

WHEREAS, Vital Weight Control, Inc., a Texas Corporation, ("Vital") entered into a Bariatric Program Sponsorship Agreement dated March 22, 2006, ("the Contract") by and between Vital and First Street Hospital, a Texas Limited Partnership, ("First Street"); and,

PROMISSORY NOTE
Promissory Note • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

FOR VALUE RECEIVED, the undersigned, FIRST STREET HOSPITAL, L.P., a Texas limited partnership (the "Maker", whether one or more, and if more than one, jointly and severally), promises to pay to the order of THE BANK OF RIVER OAKS {the "Payee", together with any and all subsequent owners and holders of this Note), at its offices at 2929 Kirby Drive, Houston, Texas 77098, or such other place as Payee shall designate in writing to Maker, which at the time of payment is legal tender of the United States of America for payment of public and private debts, the principal sum of $1,863,062.00, or so much thereof as may be advanced and outstanding hereunder, together with interest thereon from and after date hereof until maturity at a fixed rate of 6.50% per annum (the "Contract Rate"), computed on the basis of a year of 360 days, and for the actual number of days elapsed, unless such calculation would result in a usurious rate, in which case interest shall be calculated on the per annum basis

First Surgical Woodlands, L.P. Management Agreement
Management Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks • Texas

THE MANAGEMENT AGREEMENT (the "Agreement") is executed and delivered this 1st day of February 2005 by First Surgical Partners, L.L.C. (the "General Partner") and First Surgical Woodlands, L.P (the "Company").

MODIFICATION, RENEWAL AND EXTENSIONAGREEMENT
Modification, Renewal and Extension Agreement • April 15th, 2011 • First Surgical Partners Inc. • Blank checks

This. Modification, Renewal and Extension Agreement ("Agreement”) is entered into Effective as of January 8, Z011, by and between FIRST STREET HOSPITAL, a Texas limited partnership (the "Borrower") FIRST STREET HOLDINGS ,LTD., a Texas limited partnership(the "Grantor,"), and THE BANK OF RIVER OAKS (the "Lender").

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