<PAGE>
                                                                  EXHIBIT 10(ae)


                              SETTLEMENT AGREEMENT

        This Settlement Agreement (this "AGREEMENT") is entered into this 15th
day of March, 2002 (the "EXECUTION DATE"), by and among Response Oncology, Inc.,
a Tennessee corporation with its principal place of business at 1805 Moriah
Woods Boulevard, Memphis, Tennessee 38117 ("RESPONSE"), as debtor and debtor in
possession in the Bankruptcy Case (as defined below), J. Paonessa, M.D., P.A.
("PAONESSA" or the "PRACTICE") a Florida professional association, Jeffrey L.
Paonessa, M.D., a stockholder of Paonessa (the "STOCKHOLDER"), and Paonessa
Oncology Management Company, a wholly-owned corporation of Jeffrey L. Paonessa,
M.D. ("POMC").

        WHEREAS, Response, Paonessa and its then-stockholders entered into a
service agreement as of June 19, 1996 (the "SERVICE AGREEMENT"), pursuant to
which, among other things, Response provides management and other services to
Paonessa in exchange for a service fee which includes reimbursement to Response
for expenses of operating the Practice's clinics and percentages of the
Practice's net operating income for base and ancillary services;

        WHEREAS, Response and Paonessa have operated under the Service Agreement
since its effective date, and various disputes have arisen between them with
regard to Response's performance of its duties and the Practice's cooperation
with Response, among others;

        WHEREAS, Response and certain of its wholly-owned affiliates filed for
protection under Chapter 11 of the United States Bankruptcy Code (the
"BANKRUPTCY CODE") on March 29, 2001 (the "PETITION DATE"), resulting in a case
jointly administered and captioned In re Response Oncology, Inc., No. 01-24607
DSK (the "BANKRUPTCY CASE") in the United States Bankruptcy Court for the
Western District of Tennessee (the "BANKRUPTCY COURT");

        WHEREAS, disputes between Response and Paonessa over Response's
performance under the Service Agreement and Paonessa's actions after bankruptcy,
among others, are being litigated in an adversary proceeding within the
Bankruptcy Case (the "ADVERSARY PROCEEDING"); and

        WHEREAS, the parties hereto desire to resolve all disputes between them,
including but not limited to the Adversary Proceeding and all proofs of claim
filed or scheduled by Paonessa, and sever the relationship between Response, on
the one hand, and Paonessa and the Stockholders, on the other hand, in an
amicable manner, to avoid the expense and uncertainty of further litigation and
to expedite the administration of the Bankruptcy Case; and

        WHEREAS, in furtherance of the foregoing, the parties have executed a
letter of intent dated March 13, 2002 (the "LETTER OF INTENT") and desire to
consummate the transactions contemplated thereby, all as more fully described
herein.

        NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises hereinafter set forth, and for such other good and valuable
consideration, the receipt




<PAGE>

and adequacy of which are hereby acknowledged, the parties hereto promise and
agree as follows:

        Each party hereto agrees and acknowledges that the recitals set forth
above are incorporated by reference as if fully stated here.

1. PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions set forth in
this Agreement, including the conditions precedent set forth in Section 9
hereof, as of the Closing (as defined in Section 4 below), Response agrees to
sell, convey, transfer, assign and deliver to Paonessa and/or POMC, and Paonessa
and/or POMC agrees to purchase from Response, for the consideration set forth in
Section 3 hereof, all or substantially all of the tangible personal property and
leasehold improvements that Response holds which, pursuant to the Service
Agreement, are used exclusively by, or made available for the exclusive use of,
Paonessa in connection with its medical practice, together with certain books,
records, rights to certain prepayments and deposits, and leases, agreements and
contracts of Response which are used or useful in connection with the operation
of Paonessa's medical practice (collectively, the "PURCHASED ASSETS"). The
Purchased Assets shall include the following:

        (a) TANGIBLE PERSONAL PROPERTY. All tangible personal property,
including furniture, fixtures, equipment, and leasehold improvements and real
property owned or leased by Response as of Closing (as defined below), including
inventory and supplies and Response's interests in leased real property, which,
pursuant to the Service Agreement, are used or held for use exclusively in the
operation of Paonessa's medical practice and which were acquired by Response
exclusively to satisfy certain of its obligations under the Service Agreement,
as well as all amounts held in escrow by Paonessa as of the Closing in
connection with the pending dispute regarding calculation of contractual
allowances (collectively, the "ACQUIRED ASSETS").

        (b) CONTRACTS. Those leases, contracts, and agreements to which Response
is a party which relate to the Acquired Assets and are set forth on Schedule
1(b) hereto, including the Service Agreement (including all rights to the
amounts owed by Paonessa to Response under the line of credit secured by
Paonessa's accounts receivable), and those maintenance agreements for the
Acquired Assets, software license agreements for software used exclusively in
connection with Paonessa's medical practice, which are in existence as of
Closing, which were entered into by Response solely to satisfy certain of its
obligations under the Service Agreement (together with all rights of Response
under such contracts, including rights to licensed software), and such other
agreement(s) agreed to by the Parties and described on Schedule 1(b)
(collectively, the "ASSIGNED CONTRACTS"). As of the date hereof, Response is not
aware of any defaults or existing cure obligations under any of the Assigned
Contracts. To the extent any such obligations do exist, Paonessa shall cure such
obligations at or prior to the Closing to the extent necessary for Response to
assume and to assign such Assigned Contracts to Paonessa and/or POMC subject to
the provisions of Section 3(f) hereof.

        (c) PREPAIDS. All rights of Response, as of Closing, to all prepayments,
prepaid service contracts (to the extent such contracts are included in the
Assigned Contracts) and all deposits paid by Response under the Assigned
Contracts or with respect to goods or services provided to or on behalf of
Paonessa, which are described (or of the type described) on Response's balance
sheet for its Paonessa operations.


                                       2
<PAGE>

        (d) RECORDS. All lists and records of Response pertaining to suppliers,
vendors, personnel and patients doing business with, providing services to or
receiving medical services or goods from Paonessa, together with all other
books, ledgers, and files of Response of any kind and nature which relate
exclusively to Paonessa or Paonessa's medical practice, to the extent the same
have not already been provided to Paonessa through discovery in the Adversary
Proceeding.

        (e) PRACTICE NAME. All rights of Response in and to the name "J.
Paonessa, M.D., P.A.," and "Gulf Coast Oncology" and all variations thereof.

2. ASSIGNMENT OF SERVICE AGREEMENT AND SETTLEMENT OF ALL CLAIMS. Except as
provided in Section 3(f), Response will assign to POMC and POMC will assume, as
of the Closing, the Service Agreement. In connection with the assignment of the
Service Agreement (or rejection pursuant to Section 3(f)), the parties expressly
acknowledge and agree that as of the Closing all obligations of Response, on the
one hand, and Paonessa and the Stockholders, on the other, to each other
thereunder, including the non-competition and non-solicitation covenants of
Paonessa and the Stockholders, and any obligations of Paonessa and the
Stockholders with respect to the terms of the Stockholders' employment
agreements with Paonessa, as otherwise set forth therein, shall be of no further
legal force or effect as to Response. As of the Closing, Response agrees to
release or cause to be released any and all liens, claims and encumbrances it
holds on any assets of Paonessa and the Stockholders, including Paonessa's
accounts receivable and proceeds paid to Paonessa with respect thereto, which
either secure Paonessa's obligations to Response under the Service Agreement or
which secure any obligations of Response.

3. PURCHASE PRICE AND RELATED PAYMENT TERMS.

        (a) PURCHASE PRICE / ASSIGNMENT FEE. In consideration for the purchase
and sale of the Purchased Assets, assignment of the Service Agreement, and
settlement of all Claims (as defined in Section 8(a) below) between Paonessa
and/or the Stockholder on the one hand, and Response on the other, Paonessa
shall pay to Response, at the Closing, the sum of $4,000,000 (the
"PURCHASE/ASSIGNMENT FEE"), subject only to the reconciliation described below,
which amount (less the avoidance action allocation described in Subsection 3(g)
below) shall be sent by wire on the Closing Date (as defined below) to AmSouth
Bank, as Agent for the senior secured lenders (the "BANKS"). Notwithstanding the
foregoing, that portion of the Purchase/Assignment Fee (or Purchase/Termination
Fee) allocated to the Avoidance Claim in accordance with Subsection 3(g) below
will be paid directly to Response in any event.

        (b) PERFORMANCE FEE AND CLINIC EXPENSES. In addition, Paonessa shall pay
to Response a fee of $185,000 per month for each month of the Reconciliation
Period (as defined below) (the "PERFORMANCE FEE"), in lieu of the Percentage
Portsion of the Service Fee (as defined in the Service Agreement), provided that
Paonessa shall continue to reimburse Response for the Clinic Expense Portion of
the Service Fee (as defined in the Service Agreement) paid by Response through
the Closing and that the Performance Fee shall be prorated for the month in
which Closing occurs.


                                       3
<PAGE>

         (c) ESCROW. Out of the cash proceeds paid to Response at Closing by
Paonessa, Response shall place in escrow, with an escrow agent mutually
acceptable to Response and Paonessa, and Paonessa shall each separately deposit
$200,000 in escrow with an escrow agent mutually acceptable to Paonessa and
Response. The monies so escrowed shall be retained in escrow after Closing
pending completion of and agreement to the Final Reconciliation. If, as a result
of the Final Reconciliation, Response shall be obligated to refund or pay monies
to Paonessa from such escrow or Paonessa shall be obligated to pay an additional
amount to Response, then, upon written notice of such determination to the
applicable escrow agent by either party, such escrow agent shall disburse, from
the escrow created by the party obligated to make such payment, to the other
party the amount such party is obligated to pay pursuant to subsection (d) below
(or, shall disburse to the other party, all funds held in such escrow if less
than the amount due). After such disbursement, the balance of the monies held in
the paying party's escrow, if any, shall be disbursed to such party. Upon
completion and agreement to the Final Reconciliation, the party not obligated to
make a payment to the other party (the "NON-PAYING PARTY"), shall be immediately
entitled to all monies held in the Non-Paying Party's escrow account. Each of
Response and Paonessa shall be separately responsible for the fees and costs of
the escrow agent for each party's escrow and all costs of creating, maintaining
and terminating the same. All monies, if any, required to be disbursed to
Response in accordance with the foregoing shall, at the time or times such
monies are otherwise required to be disbursed to Response, be transferred by
wire directly to AmSouth Bank, as Agent for the Banks.

        (d) RECONCILIATION. Within five (5) days after the Closing, or such
other time as is mutually agreeable to the Parties, a final reconciliation shall
be conducted as follows:

                (i) take the sum of all collections relating to practice
revenues of Paonessa or any other funds of Paonessa which are transferred or
paid to Response or deposited in, transferred or swept to any bank account of
Response at any time during the period commencing January 1, 2002 and ending on
the date of the Closing (the "RECONCILIATION PERIOD"); add

                (ii) the Clinic Expenses (as defined in the Service Agreement)
accrued after the Petition Date, but which remained unpaid as of December 31,
2001; subtract

                (iii) the sum of any and all Clinic Expenses, Physician Expense
(as defined in the Service Agreement) any other expenses paid by Response on
behalf of or for the benefit of Paonessa, including without limitation, any
capital expenses that are paid by Response during the Reconciliation Period;
subtract

                (iv) the Performance Fee actually paid or due Response for all
months (or partial months) during the Reconciliation Period, as described in
Section 3(b) above (such Performance Fee to be prorated for the month in which
Closing occurs).

        To the extent the reconciliation calculation described above yields a
positive figure then such amount shall represent an overpayment by Paonessa to
Response and Response's escrow agent shall remit to Paonessa an amount equal
thereto within three (3) business days. However, if the reconciliation
calculation described above yields a negative figure then such amount shall
represent Paonessa's underpayment to Response and Paonessa's escrow agent shall
remit to


                                       4
<PAGE>

Response a payment in an amount equal thereto within three (3) business days,
provided that all amounts payable to Response which arise out of the Final
Reconciliation shall be directly wired to AmSouth Bank, as Agent for the Banks,
by Paonessa or its escrow agent, as the case may be. To the extent the result of
the reconciliation calculation is zero, no payments shall be due. No
reconciliation payments shall be made in excess of the amount escrowed by the
party owing the payment.

        The parties acknowledge and agree that the Final Reconciliation is being
calculated on a cash basis (except in 3(d)(ii) above) and that for purposes of
calculating the Final Reconciliation, the various components of the foregoing
calculation will be calculated on a cash basis (instead of the accrual method of
accounting provided in the Service Agreement). In addition, the parties agree
that for the purposes of the foregoing calculation, Clinic Expenses, Physician
Expenses and capital expenditures will be deemed paid once a check is processed
and mailed by Response (or wire transfer is sent) relating to such expenses and
such expenses will continue to be the responsibility of Response after the
Closing if such expenses are included in the Final Reconciliation.

        Cash collections will exclude any and all collections relating to
practice revenues which are associated with deposits in transfer as of December
31, 2001, that were set forth in the December 31, 2001 balance sheet.

        (e) DISPUTE RESOLUTION. If the parties cannot agree upon the Final
Reconciliation within thirty (30) days after the Closing, or such other time as
is mutually agreeable to the parties, then Response's designated accountant and
Paonessa's designated accountant shall each designate an independent accountant
and the two independent accountants so designated shall select a third
independent accountant; the final determination of the items in dispute shall be
made by a majority decision of the three independent accountants so selected.
The three accountants selected shall each be a certified public accountant, who
has not (and whose firm has not) previously been engaged by either party or any
affiliates thereof, unless agreed by both parties. In the absence of missing or
undisclosed relevant financial information, the decision of the three
independent accountants will be final and binding, subject to limited review by
the Bankruptcy Court, if applicable, with respect to the absence of financial
information described above. The expense of the outside independent accountants'
review shall be split equally by the parties. Only the items that are in dispute
shall be subject to evaluation and determination by the three independent
accountants. Once the items in dispute have been so resolved, the parties shall
promptly agree upon the Final Reconciliation, consistent with the party's
agreement as to the undisputed items, and the decision of the three independent
accountants on the disputed items.

        (f) ASSUMPTION OF LIABILITIES. ASSUMPTION OF LIABILITIES. As of the
Closing Date, Paonessa shall assume all outstanding liabilities related to the
practice or the Purchased Assets, including any and all liabilities of Response
relating to the practice and all practice expenses going-forward, including
without limitation Clinic Expenses, Physician Expenses and any other related or
similar practice expenses contingent upon (1) Response seeking Bankruptcy Court
approval of the amounts as set forth in its Statement of Cure filed in February
2002 (the "STATEMENT OF CURE") as part of its motion to approve the Settlement
Agreement envisioned hereby and (2) the Bankruptcy Court entering an order (the
"ORDER") finding (i) that the amounts as set forth in the Statement of Cure
accurately reflects any potential cure obligation the


                                       5


<PAGE>

Debtors would be required to make with respect to assumption of Assigned
Contracts, (ii) that the cure obligation set forth in the Statement of Cure
shall be deemed satisfied upon closing of the transaction contemplated by this
Agreement, (iii) that the Order is, to the extent permitted by law, binding upon
all of Response's creditors and parties in interests, and (iv) that the Assigned
Contracts are assigned to Paonessa pursuant to the Order, and (v) in no event
will Paonessa's or POMC's assumption of the pre-Closing Clinic Expenses exceed
the items specified in the Cure Order or obligate Response to pay additional
amounts. In the event the Court fails to enter the Cure Order or enters an order
inconsistent with the requirements of sections (i) through (v) of the preceding
sentence, Paonessa or POMC, in his or its sole discretion, may elect to either
(i) proceed with Assumption and Assignment of the Service Agreement and Assigned
Contracts subject to the terms of the Order, provided the Paonessa pays such
cure amount(s) or (ii) request that Response reject the Service Agreement and/or
one or more of the Assigned Contracts pursuant to 11 U.S.C. ss. 365 and Paonessa
shall pay to Response a Purchase/Termination Fee equal to and in lieu of the
Purchase/Assignment Fee. In the event that the Service Agreement is rejected, no
party will be deemed to have assumed any of the liabilities in the Cure Order.

        (g) AVOIDANCE ACTION ALLOCATION. The parties agree that $369,351.78 of
the Purchase/Assignment Fee (or Purchase/Termination Fee) represents the amount
that Response contends that Paonessa transferred to itself after the filing of
Response's Bankruptcy Case (the "AVOIDANCE CLAIM"), which claim is disputed by
Paonessa. For purposes of the settlement effected by the terms of this
Agreement, the parties agree that the Avoidance Claim is recoverable by Response
pursuant to Chapter 5 of the Bankruptcy Code, and that, pursuant to this
Agreement, the Avoidance Claim shall be deemed recovered by Response for its
bankruptcy estate pursuant to Bankruptcy Code Section 550, provided that nothing
herein shall be deemed an admission of liability by Paonessa.

        (h) TRANSFER OF STOCK / CANCELLATION OF OPTIONS. In connection with the
foregoing payments, Paonessa and the Stockholder shall transfer (or cause to be
transferred) to Response the shares of Response common stock, par value $0.01
per share ("RESPONSE STOCK"), listed on Schedule 3(h) hereto, which shall
constitute all of the Response Stock owned by Paonessa and/or the Stockholder as
of the Closing, and the Stockholder shall surrender and/or terminate any
options, if any, to purchase Response Stock that are outstanding as of the
Closing.

        (i) CLOSING STATEMENT. Response shall use its reasonable best efforts to
provide to Paonessa with a sample closing statement on or about March 15, 2002.
In the event the Closing (as defined below) has not occurred by March 31, 2002,
Response shall use its reasonable best efforts to provide such a statement by
April 15, 2002. The parties acknowledge and agree that such closing statement
will be similar in form and content to the statement previously prepared by
Response and delivered to Paonessa in anticipation of a proposed January 31,
2002 closing date.

        (j) TAX ALLOCATION. The parties hereto agree to allocate the purchase
price for the Purchased Assets (as described above) among the Purchased Assets
for all purposes (including financial accounting and tax purposes) in accordance
with the allocation set forth on Schedule 3(j) attached hereto and incorporated
by reference, and shall make all necessary filings (including those required
under Internal Revenue Code Section 1060) in accordance with such allocation. In
the event Schedule 3(j) is not prepared as of the Closing, Paonessa shall
prepare



                                       6
<PAGE>

such Schedule after the Closing, subject to Response's reasonable consent, and
such Schedule shall be appended to, and made a part of, this Agreement at that
time.

4. CLOSING. The Closing of the transactions contemplated hereby, including
without limitation, the purchase and sale of the Purchased Assets and the
termination of the Service Agreement (the "CLOSING"), shall take place on the
eleventh (11th) day following entry of the Bankruptcy Court's final order
approving this Agreement and the relief requested herein, or the first (1st)
business day after such eleventh (11th) day, if not a business day, or if such
approval is appealed, on the first (1st) business day following the final
dismissal of such appeal (the "CLOSING DATE"). The Closing shall take place at
such place and at such time on the Closing Date as Response and Paonessa shall
mutually agree. If the Bankruptcy Court does not approve this Agreement
substantially in accordance with its terms, or affirmatively rejects this
Agreement, then this Agreement shall automatically terminate upon the occurrence
of such event, unless otherwise agreed by Paonessa and Response in writing.
Further, if the Closing has not occurred by May 1, 2002 (or by such later
date(s), if any, agreed to, in writing, by Response and Paonessa), this
Agreement shall automatically terminate; provided, that, neither Response nor
Paonessa shall be permitted to so terminate this Agreement if the failure to
close the transactions contemplated herein arises from a breach by such party
(or the Stockholder) of the terms of this Agreement or otherwise results from
any willful action or inaction of such party designed to delay the approval of
this Agreement.

        (a) RESPONSE DELIVERABLES. At the Closing, Response shall execute and
deliver, or cause to be delivered, to Paonessa (unless otherwise indicated) the
following instruments, documents and amounts, against execution and delivery of
the items specified in Section 4(b) hereof:

                (i) A certified copy of an Order of the Bankruptcy Court
approving this Agreement;

                (ii) Delivery of the escrow amount described in Section 3(c)
hereof to the applicable escrow agent.

                (iii) Such documents and/or Order(s) from the Bankruptcy Court
as may be necessary to carry out the transaction contemplated by this agreement.

                (iv) A bill of sale and/or assignment instrument(s) conveying
title to any other Purchased Assets to be transferred hereunder not already
conveyed by the deliverables described in subsections 4(a)(1) and (2) above,
free and clear of liens and encumbrances.

                (v) Corporate resolutions authorizing the transaction provided
for herein.

                (vi) All other documents reasonably requested by Paonessa to
accomplish the transactions hereunder.


        (b) PAONESSA DELIVERABLES. At the Closing, Paonessa (and, if applicable,
the Stockholder) shall execute and deliver, or cause to be delivered, to
Response (unless otherwise



                                       7
<PAGE>

indicated) the following instruments and documents against execution and
delivery of the items specified in Section 4(a) hereof:

                (i) All amounts payable to Response in accordance with Section 3
hereof, by wire transfer or payment in immediately available funds.

                (ii) Such assignment documents as necessary to carry out the
transaction contemplated by this agreement.

                (iii) Delivery of the escrow amount described in Section 3(c)
hereof to the applicable escrow agent.

                (iv) A bill of sale and/or assignment instrument(s) conveying
title to any other Purchased Assets to be transferred hereunder not already
conveyed by the deliverables described in subsections 4(b)(1) and (2) above,
free and clear of liens and encumbrances.

                (v) Corporate resolutions authorizing the transaction provided
for herein.

                (vi) All other documents reasonably requested by Response to
accomplish the transactions hereunder.


5. REPRESENTATIONS AND WARRANTIES OF RESPONSE. Response represents and warrants
to Paonessa that, except as set forth on the Disclosure Schedule attached hereto
as Schedule 5.0 and incorporated herein by reference (which Disclosure Schedule
makes explicit reference to the particular representation or warranty as to
which exception is taken, which in each case shall constitute the sole
representation and warranty as to which such exception shall apply):

        (a) ORGANIZATION, QUALIFICATION, AND POWER OF RESPONSE. Response: (1) is
a duly organized and validly existing corporation under the laws of the State of
Tennessee; and (2) is qualified to do business and is in good standing in
Florida.

        (b) VALIDITY. Response has the full legal power and authority to
execute, deliver and perform the Agreement and all other agreements and
documents necessary to consummate the contemplated transactions and all actions
of Response necessary for such execution, delivery and performance have been or
will have been duly taken by Closing. The Agreement and all agreements related
to this transaction have been duly executed and delivered by Response and
constitute the legal, valid and binding obligation of Response enforceable in
accordance with their terms (subject as to enforcement of remedies to the
discretion of courts in awarding equitable relief and to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting the rights of
creditors generally). Any other agreement contemplated to be entered into by
Response in connection with the transactions contemplated by the Agreement, when
executed and delivered, will constitute the legal, valid and binding obligation
of Response, enforceable in accordance with its respective terms (subject as to
enforcement of remedies to the discretion of courts in awarding equitable relief
and to applicable bankruptcy, reorganization, insolvency, moratorium and similar
laws affecting the rights of creditors generally). Other than approval by the
Bankruptcy Court, the execution and delivery by Response of the Agreement


                                       8
<PAGE>

and the performance of its obligations under the Agreement, including the sale
and delivery of the Purchased Assets (including the assignment of the Assigned
Contracts) do not require any action or consent of any party other than Response
pursuant to any contract, agreement or other understanding of Response or
pursuant to any order or decree to which Response is a party or to which any of
Response's properties or assets are subject, and, will not violate any provision
of law, the Articles of Incorporation or Bylaws of Response, any of the Assigned
Contracts, any order of any court or other agency of the government, or any
indenture, agreement or other instrument to which Response or any of its
properties or assets are bound or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any of the
Assigned Contracts or any such indenture, agreement or other instrument or
result in the creation or imposition of any lien, claim encumbered by any nature
whatsoever upon any of the Purchased Assets.

        (c) ASSETS FREE AND CLEAR. As of Closing, the Purchased Assets, pursuant
to an order of the Bankruptcy Court, will be deemed free and clear of any lien,
claim or encumbrance of any kind whatsoever.

        (d) ASSIGNED CONTRACTS. Each of the Assigned Contracts is a valid and
existing contract or agreement, and as of Closing, pursuant to an order of the
Bankruptcy Court, the Assigned Contracts will be deemed free of default and
deemed satisfied as per the Cure Order.

        (e) TRANSFERRED EMPLOYEES. Set forth on Schedule 5(e) hereto is a list
of all Transferred Employees, their respective titles, annual compensation and
severance compensation, if any, status as either full-time or part-time
employees and the aggregate accrued, but unused vacation time to which each of
the Transferred Employees is entitled as of the date of this Agreement (and the
rate by which additional paid vacation leave will accrue after the date of this
Agreement).

        (f) FEES AND COMMISSIONS. Response has not agreed to pay or become
liable to pay any broker's, finder's, or originator's fees or commissions by
reason of services alleged to have been rendered for, or at the instance of, it
in connection with this Agreement or the transactions contemplated hereby.

        (g) DISCLOSURE. No representation or warranty by Response in this
Agreement, and no exhibit, schedule, or certificate furnished or to be furnished
by Response pursuant hereto, (i) contains any untrue statement of a material
fact, or (ii) omits to state a fact required to be stated therein or necessary
to make the statements contained herein or therein, in light of the
circumstances in which they were made, not materially misleading.

6. REPRESENTATIONS AND WARRANTIES OF PAONESSA. Paonessa, POMC and the
Stockholder represent and warrant to Response that except as set forth on the
Disclosure Schedule attached hereto as Schedule 6.0, and incorporated by
reference (which Disclosure Schedule makes explicit reference to the particular
representation or warranty as to which exception is taken, which in each case
shall constitute the sole representation and warranty as to which such exception
shall apply):


                                       9

<PAGE>

        (a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER OF PAONESSA.:
Paonessa is (1) a duly organized and validly existing corporation under the laws
of the State of Florida; and (2) qualified to do business and is in good
standing in Florida. POMC is (1) a duly organized and validly existing
professional association under the laws of the State of Florida; and (2)
qualified to do business and is in good standing in Florida.

        (b) VALIDITY. Each of Paonessa, POMC and the Stockholder has the full
legal power and authority to execute, deliver and perform the Agreement and all
other agreements and documents necessary to consummate the contemplated
transactions and all corporate actions of Paonessa and POMC necessary for such
execution, delivery and performance have been or will have been duly taken by
Closing. The Agreement and all agreements related to this transaction have been
duly executed and delivered by each of Paonessa, POMC and/or the Stockholder, to
the extent parties thereto, and constitute the legal, valid and binding
obligation of Paonessa, POMC and/or the Stockholder, as the case may be,
enforceable in accordance with their terms (subject as to enforcement of
remedies to the discretion of courts in awarding equitable relief and to
applicable bankruptcy, reorganization, insolvency, moratorium and similar laws
affecting the rights of creditors generally). Any other agreement contemplated
to be entered into by Paonessa and/or POMC in connection with the transactions
contemplated by the Agreement, when executed and delivered, will constitute the
legal, valid and binding obligation of Paonessa and/or POMC, enforceable in
accordance with its respective terms (subject as to enforcement of remedies to
the discretion of courts in awarding equitable relief and to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
the rights of creditors generally).

        (c) FEES AND COMMISSIONS. Neither Paonessa, POMC or the Stockholder has
agreed to pay or become liable to pay any broker's, finder's, or originator's
fees or commissions by reason of services alleged to have been rendered for, or
at the instance of, Paonessa, POMC and/or the Stockholder in connection with
this Agreement and the transactions contemplated hereby.

        (d) OTHER APPROVALS. All consents, approvals, qualifications, orders, or
authorizations of, or filings with, any governmental authority, including any
court or other third party, required in connection with Paonessa's and/or POMC's
valid execution, delivery, or performance of this Agreement, or the consummation
of any transaction contemplated by this Agreement, shall have been duly made and
obtained and shall be effective on and as of the Closing Date.

        (e) DISCLOSURE. No representation or warranty by Paonessa, POMC and/or
the Stockholder in this Agreement, and no exhibit, schedule, or certificate
furnished or to be furnished by Paonessa, POMC and/or the Stockholder pursuant
hereto, (I) contains any untrue statement of a material fact or (II) omits to
state a fact required to be stated therein or necessary to make the statements
contained herein or therein, in light of the circumstances in which they were
made, not materially misleading.


                                       10

<PAGE>

7. PRE-CLOSING COVENANTS.

        (a) MUTUAL COVENANTS.

                (i) APPROVAL OF SETTLEMENT AGREEMENT BY BANKRUPTCY COURT. As
soon as reasonably practicable after execution of this Agreement, the parties
hereto agree to submit this Agreement to the Bankruptcy Court under Rule 9019 of
the Federal Rules of Bankruptcy Procedure (the "BANKRUPTCY RULES"), and Sections
105, 363 and 365 of the Bankruptcy Code and to take all actions reasonably
necessary to obtain Bankruptcy Court approval of this Agreement and the relief
contemplated herein. The parties hereto, by execution hereof, further agree to
support, without reservation, the approval of this Agreement by the Bankruptcy
Court.

                (ii) MANAGEMENT OF MEDICAL PRACTICE. From the date hereof
through the Closing, the Parties shall continue to perform their obligations
under the Service Agreement in the ordinary course (except as otherwise
contemplated by this Agreement and the Letter of Intent) and shall refrain from
entering into or consummating any transactions or engaging in any activities out
of the ordinary course of business (to the extent such transactions or
activities relate to the Service Agreement and/or Paonessa's medical practice)
without the prior written consent of the affected party.

        (b) RESPONSE COVENANTS. Without limiting the foregoing, Response
expressly agrees that, without the prior written consent of Paonessa, until
Closing (or, if sooner, until termination of this Agreement), Response shall
not:

                (i) advance additional monies to or on behalf of Paonessa out of
the ordinary course of business, as established by past practice;

                (ii) pledge or encumber any of the Purchased Assets or incur any
indebtedness or obligations which are or will be secured by a lien on any of the
Purchased Assets or on any assets of Paonessa, other than property that is
already pledged or encumbered;

                (iii) sell, transfer or dispose of any of the Purchased Assets
without the prior written consent of Paonessa, except for the sale, transfer or
disposal of pharmacy and laboratory supplies and inventory sold or consumed in
the ordinary course, consistent with past practices, and in accordance with the
terms of the Service Agreement; or

                (iv) execute, after the date of this Agreement, any new
contracts, leases or agreements with respect to Paonessa's medical practice or
renew, extend, amend, modify, sign or pledge any existing contracts, leases and
agreements included with the Assigned Contracts (or which, if in existence as of
Closing, would be within the Assigned Contracts), other than the pledge of
contracts, leases and agreements already pledged or collateralized.

        In addition, Response agrees to use its reasonable efforts to maintain
all contractual arrangements with respect to Paonessa's medical practice in
effect as of February 28, 2002, and shall maintain all insurance obtained or
maintained with respect to any assets or property used or held for use
exclusively in Paonessa's medical practice, to the extent in place as of
February 28, 2002. Response also agrees to direct or instruct its employees
rendering services on Response's


                                       11

<PAGE>

behalf at Paonessa's facility or facilities, to abide by the instructions and
directions of the Stockholders with respect to the billing of services rendered
by Paonessa and the collection of fees for services rendered and goods sold;
provided, that, such instructions or directions do not violate the provisions of
Section 9(c) below.

        (c) PAONESSA'S COVENANTS. Without limiting any of the other covenants
set forth herein, Paonessa and Stockholders expressly agree that, without the
prior written consent of Response, until Closing (or, if sooner, until
termination of this Agreement), Paonessa and the Stockholders shall not:

                (i) fail to remit payments of any components of the Service Fee
to Response consistent with past practices and the terms of the Service
Agreement (except as otherwise provided for herein) and deposit/deliver all cash
amounts required by the Service Agreement;

                (ii) alter their ordinary course, historical pattern of conduct
in collecting and attempting to collect accounts receivable (unless such
different conduct is intended to result in an overall increase in collections of
outstanding accounts receivables);

                (iii) alter their ordinary course, historical pattern of conduct
in billing for services rendered (including but not limited to physician and
ancillary services);

                (iv) materially increase or alter the historical patterns of the
pharmaceuticals and supplies which they request Response to purchase (and shall
not request or purchase extraordinary or unusual amounts of pharmaceuticals,
whether or not supported by any historical pattern, without Response's prior
consent);

                (v) alter their ordinary course, historical pattern of conduct
in hours of work or in treating patients (including but not limited to the
number, type and financial ability of patients, and use of ancillary services);
or

                (vi) approve, implement or make any capital expenditure without
the written approval of Response.

8. OTHER COVENANTS AND AGREEMENTS.

        (a) MUTUAL RELEASES. (i) RESPONSE RELEASE. Upon Closing, Response, on
behalf of itself and its successors and assigns, and on behalf of any person
claiming by or through Response, does hereby forever and absolutely release and
discharge Paonessa, POMC, the Stockholder and each of Paonessa's and the
Stockholder's directors, officers, shareholders, representatives, employees,
agents, attorneys and affiliates, including but not limited to all affiliated
entities (the "PAONESSA AFFILIATES"), from any and all claims, demands, losses,
damages, causes of actions or liabilities of any kind or nature, whether known
or unknown, fixed or contingent, filed, unfiled or scheduled (collectively, the
"CLAIMS"), that Response now has or may have ever had from the beginning of the
world to Closing against Paonesssa, the Stockholder or any Paonessa Affiliates,
including, but not limited to, any preference or avoidance claims or any claim
attributable to a violation of the automatic stay or arising out of or


                                       12
<PAGE>

relating to the Bankruptcy Case, excluding only those Claims which Response may
have against Paonessa, POMC or the Stockholder arising out of or attributable to
a breach of any provisions of this Agreement.

                (ii) PAONESSA, POMC AND STOCKHOLDER'S RELEASES. Upon Closing,
Paonessa, POMC and the Stockholder, both individually and in such Stockholder's
capacities as officer or director of Paonessa and POMC, on behalf of each of
such party, each such party's successors and assigns, and on behalf of any
person claiming by or through each such party, does hereby forever and
absolutely release and discharge Response, and its directors, officers,
shareholders, representatives, employees, agents, attorneys and affiliates,
including but not limited to all affiliated entities (the "RESPONSE
AFFILIATES"), from any and all Claims that Paonessa or the Stockholder now has
or may have ever had from the beginning of the world to Closing against Response
or any Response Affiliates, including all proofs of claim filed or scheduled,
and excluding only those Claims which Paonessa, POMC or the Stockholder may have
against Response arising out of or attributable to a breach of any provisions of
this Agreement.

                (iii) DISMISSAL OF SUITS. At Closing, each of Paonessa and the
Stockholder, individually, and Response, to the extent applicable, shall dismiss
with prejudice the Adversary Proceeding and all Claims raised or which could
have been raised or filed by the parties thereof in connection therewith, and
any other adversary proceedings, contested matters, suits or other actions that
any such party has brought as of Closing, could have brought as of Closing or
can bring at or prior to Closing against any such other party (or against any
Paonessa Affiliates or Response Affiliates, as the case may be), including
Response's Claims relating to the funds held in escrow (as described in Section
1(a) above) and its Claims relating to the practice's bank accounts. As of the
Closing, Response shall be deemed to have released all liens on the accounts
receivable of Paonessa. No additional payments other than those expressly
provided herein shall be paid for such releases or suit dismissals.

        (b) EMPLOYEES. As of Closing, Response shall transfer the employment of
all of its employees who physically provide services to Paonessa, on behalf of
Response, in accordance with the Service Agreement, at Paonessa's medical
facilities in Florida (individually, a "TRANSFERRED EMPLOYEE" and, collectively,
the "TRANSFERRED EMPLOYEES"). Paonessa and the Stockholder acknowledge that it
is their present expectation to employ all or substantially all of the
Transferred Employees, all of whom are listed on Schedule 8(b) hereto, however,
Response acknowledges that Paonessa would have no obligation to hire any
specific Transferred Employee.

        Paonessa and the Stockholder(s) agree to use their reasonable efforts to
cause all of the Transferred Employees whom Paonessa offers to employ after
Closing to waive any claims that such employees have or may have against
Response for severance benefits or otherwise. Paonessa agrees to assume, with
respect to all of the Transferred Employees employed by Paonessa after Closing,
all of such Transferred Employee's unused, paid vacation leave (as of Closing)
accrued while employed by Response; provided, that Paonessa receives a credit
towards payment of the Purchase/Assignment Fee in an amount equal to the dollar
amount


                                       13
<PAGE>

of any such accrued vacation leave which accrued before January 1, 2002,
and for which Response received payment from Paonessa (as part of the Service
Fee) before January 1, 2002.

        (c) TERMINATION OF NON-COMPETE. As of the Closing, all non-compete and
non-solicitation obligations and covenants of Paonessa, the Stockholder and the
Transferred Employees hired by Paonessa after Closing shall terminate and be of
no further legal force or effect.

9. CONDITIONS TO CLOSING.

        (a) CONDITIONS PRECEDENT TO OBLIGATIONS OF RESPONSE. Response's
obligation to consummate the purchase of the Purchased Assets and the other
transactions contemplated to occur in connection with the Closing is subject to
the satisfaction of each condition precedent listed below (unless explicitly
waived by Response):

                (i) The Bankruptcy Court shall have approved this Agreement and
the relief contemplated herein.

                (ii) Each and every representation and warranty made by
Paonessa, POMC and/or the Stockholder is true in all material respects when made
and is true as of the Closing Date in all material respects as if originally
made on the Closing Date.

                (iii) All material obligations of Paonessa, POMC and/or the
Stockholder to be performed between the Execution Date and the Closing Date have
been performed.

                (iv) All documents, instruments and amounts required to have
been delivered by Paonessa, POMC and/or the Stockholder pursuant to Section 4(b)
hereof, and all actions required to have been taken by Paonessa, POMC and/or the
Stockholder, shall have been delivered, taken (unless otherwise waived by
Response) as applicable, including without limitation payment of the
consideration described in Section 3 hereof and delivery of all releases.

                (v) No suit or proceeding shall be pending by any governmental
agency on any grounds, to restrain, enjoin or hinder the transactions
contemplated under this Agreement.

                (vi) All corporate and other proceedings to be undertaken by
Paonessa and POMC in connection with the transactions contemplated hereby and
all documents incident thereto shall be reasonably satisfactory in form and
substance to Response and its counsel, and Response and its counsel shall have
received all such counterpart originals or certified or other copies of such
documents as they reasonably may request.

        (b) CONDITIONS PRECEDENT TO OBLIGATIONS OF PAONESSA. The obligation of
Paonessa and POMC to consummate the purchase of the Purchased Assets and the
other transactions contemplated to occur in connection with the Closing is
subject to the satisfaction of each condition precedent listed below (unless
explicitly waived by Paonessa):

                (i) The Bankruptcy Court shall have approved this Agreement and
the relief contemplated herein.


                                       14
<PAGE>

                (ii) Each and every representation and warranty made by Response
is true in all material respects when made and is true as of the Closing Date in
all material respects as if originally made on the Closing Date.

                (iii) All material obligations of Response to be performed
between the Execution Date and the Closing Date have been performed.

                (iv) All documents, instruments and amounts required to have
been delivered by Response pursuant to Section 4(a) hereof, and all actions
required to have been taken by Response, shall have been delivered or taken
(unless otherwise waived by Paonessa) as applicable.

                (v) No suit or proceeding shall be pending by any governmental
agency on any grounds, to restrain, enjoin or hinder the transactions
contemplated under this Agreement.

                (vi) All corporate and other proceedings to be undertaken by
Response in connection with the transactions contemplated hereby and all
documents incident thereto shall be reasonably satisfactory in form and
substance to Paonessa and its counsel, and Paonessa and its counsel shall have
received all such counterpart originals or certified or other copies of such
documents as they reasonably may request.

10. ACCESS TO RECORDS.

        (a) PAONESSA ACCESS. At all times following the execution date hereof
and up to Closing, in furtherance of Paonessa's and POMC's acquisition of the
Purchased Assets and the assumption of the Service Agreement, Response agrees to
provide Paonessa, and its legal, accounting and financial representatives,
access to and, if requested, copies of such of Response's books, records,
documents and information, including contracts, leases and agreements, to the
extent they relate to the Purchased Assets or Paonessa's medical practice, as
Paonessa may reasonably request, from time-to-time. All costs incurred in
connection therewith by Paonessa or any of its representatives, shall be borne
solely by Paonessa.

        (b) RESPONSE ACCESS. After Closing, Response (or its successor) and its
legal, accounting and financial representatives shall have such reasonable
access to, and if requested copies of, records within Paonessa's, POMC's, or the
Stockholder's control or possession as is reasonably required for purposes of
the administration of its bankruptcy estate (or its successor), or as otherwise
reasonably needed, subject to applicable laws or the provisions of any agreement
to which Paonessa (or POMC) is subject to, including laws restricting access to
confidential patient information. All costs incurred in connection therewith by
Response or any of its representatives shall be borne solely by Response (or its
successor).

11. CONFIDENTIALITY. The Parties heretofore have received and hereafter may
receive various financial and other information concerning the activities,
business, assets, and properties of the other Parties hereto. The Parties agree
that (a) all such information thus received by a Party hereto shall not at any
time, or in any way or manner, be utilized by such Party for its respective
advantage or disclosed by it to others for any purpose whatsoever; and (b) the
Parties


                                       15

<PAGE>

shall take all reasonable measures to assure that no employee or agent under its
respective control shall at any time improperly use or disclose any information
described in this Section. This Section shall not apply to (i) any such
information that was known or available to a party prior to its disclosure to
such party in accordance with this Section or was, is, or becomes generally
available to the public other than by disclosure by the party or any of its
respective employees or agents in violation of this Section; (ii) any disclosure
that such party makes to any regulatory agency pursuant to that party's
obligations of disclosure to such agency; (iii) any disclosure that is necessary
or appropriate in obtaining any consent or approval required for the
consummation of the transactions contemplated by this Agreement; or (iv) any
disclosure required by or necessary or appropriate in connection with legal
proceedings. In the event this Agreement is terminated prior to the Closing, the
Parties agree that they shall promptly return to the originating Party the
confidential information of the other.

12. TERMINATION.

        (a) This Agreement may, by notice given prior to or at the Closing, be
terminated:

                (i) by Paonessa, if a material breach of this Agreement has been
committed by Response and such breach has not been expressly waived by Paonessa
in writing and has not been cured by the earlier of (A) ten (10) days after
written notice of such breach has been provided to Response, or (B) the Closing
Date;

                (ii) by Response, if a material breach of this Agreement has
been committed by Paonessa and/or POMC and such breach has not been expressly
waived by Response in writing and has not been cured by the earlier of (A) ten
(10) days after written notice of such breach has been provided to Paonessa, or
(B) the Closing Date;

                (iii) by Paonessa if any of the conditions in Section 9(b) have
not been satisfied as of the Closing Date or if satisfaction of such condition
is or becomes impossible (other than through failure of Paonessa and/or POMC to
comply with its obligations under this Agreement) and Paonessa has not expressly
waived such condition in writing on or before the Closing Date;

                (iv) by Response, if any of the conditions in Section 9(a) have
not been satisfied as of the Closing Date or satisfaction of such condition is
or becomes impossible (other than through failure of Response to comply with its
obligations under this Agreement) and Response has not expressly waived such
condition in writing on or before the Closing Date; or

                (v) by written mutual consent of Response, Paonessa and POMC.

        (b) Termination of this Agreement shall be without prejudice to any
other right or remedy of either of the Parties hereto. Except as modified by
this Agreement and the Letter of Intent, the Service Agreement shall remain in
effect until the Closing of the transactions contemplated hereby. In the event
such transactions are not approved by the Bankruptcy Court or the Closing
otherwise does not occur on or before May 1, 2002, the Service Agreement shall
continue in full force and effect, retroactive to January 1, 2002.

13. MISCELLANEOUS.



                                       16
<PAGE>

        (a) COSTS. Each party will be responsible for its own legal, accounting
and other expenses incurred in connection with this letter of intent and the
transactions contemplated herein.

        (b) INTEGRATED AGREEMENT. This Agreement constitutes the entire
understanding of the parties in respect of the subject matter hereof and
supersedes and replaces all prior understandings and agreements of the parties,
oral or written, in respect of the subject matter of the Agreement, including
the Letter of Intent. The provisions of this Agreement may be amended,
supplemented, waived, or changed only by a writing signed by the party against
whom enforcement of any such amendment, supplement, waiver, or modification is
sought and making specific reference to this Agreement.

        (c) ASSIGNMENT. Neither party may assign its rights and/or delegate its
obligations hereunder without the prior written consent of the other party,
which consent shall not be unreasonably withheld.

        (d) NOTICES. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including
facsimile and telegraphic communication) and shall be (as elected by the person
giving such notice) hand delivered by messenger or courier service,
telecommunicated (to be followed by hard copy by overnight delivery), or mailed
by registered or certified mail (postage prepaid), return receipt requested,
addressed to such address as any party may designate by notice complying with
the terms of this Section. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery, and (b) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by
the postal authorities as not deliverable, as the case may be, if mailed.
Notices in respect of this Agreement shall be provided to the following
individuals or entities:

         If to Response:

         Response Oncology, Inc.
         1805 Moriah Woods Boulevard
         Memphis, Tennessee 38117
         Attn: Anthony M. LaMacchia, President and CEO

         Facsimile: 901-763-7045

         with a copy to:

         Akin, Gump, Strauss, Hauer & Feld, L.L.P.
         1333 New Hampshire Avenue, N.W.
         Washington, D.C. 20036
         Attn: James A. Barker, Jr.

         Facsimile: 202-887-4288


         If to Paonessa, Stockholder and POMC:




                                       17
<PAGE>

         Jeffrey L. Paonessa, M.D.
         Jeffrey L. Paonessa, M.D., P.A.
         1201 Fifth Avenue North
         St. Petersburg, Florida 33705
         Facsimile: ____________________

         with a copy to:

         Patrick M. O'Connor
         O'Connor & Associates
         2240 Belleair Road, Suite 160
         Clearwater, Florida 33764
         Facsimile: 727-536-5936

         If to the Banks:

         AmSouth Bank, as Agent for the Banks
         Special Assets Department
         315 Deaderick Street, 8th Floor
         Nashville, Tennessee 37237
         Attention: John E. Adcox, Jr.
         Facsimile: 615-736-6633


         with a copy to:

         Waller, Lansden, Dortch & Davis, PLLC
         Nashville City Center
         511 Union Street, Suite 2100
         Nashville, Tennessee 37219
         Attention: Robert A. Guy, Esq.
         Facsimile: 615-244-6804

        (e) SEVERABILITY. If any part of this Agreement or any other Agreement
entered into pursuant hereto is contrary to, prohibited by or deemed invalid
under applicable law or regulation, such provision shall (to the extent such
omission will not materially alter the remaining terms of this Agreement) be
inapplicable and deemed omitted to the extent so contrary, prohibited, or
invalid, but the remainder hereof shall not be invalidated thereby and shall be
given full force and effect so far as possible.

        (f) WAIVER. The failure or delay of any party at any time to require
performance by another party of any provision of this Agreement, even if known,
shall not affect the rights of such party to require performance of that
provision or to exercise any right, power, or remedy hereunder, and any waiver
by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of the provision itself, or a waiver of any right, power,
or remedy


                                       18
<PAGE>

under this Agreement. No notice to or demand on any party in any case shall, of
itself, entitle such party to any other or further notice or demand in similar
or other circumstances.

        (g) THIRD PARTY BENEFICIARIES. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any person other than the parties hereto and their
respective legal representatives, successors and permitted assigns, nor is
anything in this Agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement, nor shall any
provision give any third persons any right of subrogation or action over or
against any party to this Agreement.

        (h) EXCLUSIVE REMEDIES. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. No single or partial exercise by any party of any right, power, or
remedy hereunder shall preclude any other or further exercise thereof.

        (i) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Any and all disputes that may
arise with respect to this letter of intent or the Settlement Agreement
excluding disputes concerning the computation of the Final Reconciliation, which
disputes are to be resolved in accordance with Section 3(e) above shall be
adjudicated by the Bankruptcy Court to the extent that its jurisdiction permits,
and neither party shall object to the jurisdiction of the Bankruptcy Court to
hear such disputes or to its jurisdiction over their person.

        (j) NO SURVIVAL. In no event will any representation or warranty survive
the Closing.

        (k) FURTHER ASSURANCES. In addition to the actions, documents, and
instruments specifically required to be taken or delivered hereby, prior to and
after the Closing and without further consideration, the parties hereto shall
execute, acknowledge, and deliver such other assignments, transfers, consents,
and other documents and instruments and take such other actions as any other
party, or their counsel, may reasonably request in order to complete and perfect
the transactions contemplated by this Agreement.

        (l) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        (m) HEADINGS. The use in this Agreement of paragraph headings is for
convenience only and is not intended to limit or enlarge the rights of any
party.

        (n) SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assign, including, but not limited to any trustee
appointed in the Chapter 11 Bankruptcy Case of Response or in any Chapter 7 case
to which the Chapter 11 Bankruptcy Case of Response may be converted.



                                       19



<PAGE>

                             Signature Page Follows




































                                       20
<PAGE>


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

                                   RESPONSE ONCOLOGY, INC., as debtor and
                                   debtor in possession in the Bankruptcy Case

                                   By: /s/ Anthony M. LaMacchia
                                       ----------------------------------
                                   Name: Anthony M. LaMacchia
                                   Title: President and CEO


                                   J. PAONESSA, M.D., P.A.


                                   By: /s/ Jeffrey L. Paonessa, M.D.
                                       ----------------------------------
                                   Name: Jeffrey L. Paonessa, M.D.
                                   Title: President


                                   STOCKHOLDER


                                   /s/ Jeffrey L. Paonessa, M.D.
                                   --------------------------------------
                                   Jeffrey L. Paonessa, M.D.



                                   PAONESSA ONCOLOGY MANAGEMENT COMPANY


                                   By: /s/ Jeffrey L. Paonessa, M.D.
                                       ----------------------------------
                                   Name:  Jeffrey L. Paonessa, M.D.
                                   Title: President





                                       21