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                                                                  EXHIBIT 10(aa)

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         Amendment effective as of July 30, 2001, to Employment Agreement by and
between Response Oncology, Inc., a Tennessee corporation (the "Company") and
Anthony LaMacchia (the "Executive"), originally effective as of January 1, 2001
(the "Agreement"),

         WHEREAS, the Company desires to continue to employ the Executive to
serve as the President and Chief Executive Officer of the Company;

         WHEREAS, the Company and the Executive each deem it necessary and
desirable to modify the Agreement to reflect the conditions that led the Company
to adopt the Response Oncology, Inc. Employee Retention Plan and the Response
Oncology, Inc. Key Employee Severance Plan, neither of which plan provides for
participation by Executive;

         NOW, THEREFORE, in consideration of the premises and mutual obligations
hereinafter set forth, the parties agree to amend the Agreement as follows:

         1. Section 4(d) of the Agreement shall be amended to read as follows:

                     (d) Restructuring Bonus. Together with Peter Stark,
            Executive has assumed primary responsibility for obtaining the
            payment in its entirety of the Company's current bank debt of
            $29,198,715 (the "Debt"). If the Debt is so repaid, or if it is
            assumed, or if only ministerial steps remain to complete such
            repayment or assumption, during the twelve (12) month period
            beginning on the date this amended Agreement is approved by the
            bankruptcy court (the "Performance Measurement Period"), Executive
            shall be entitled to receive a payment ("Unenhanced Restructuring
            Bonus") equal to $125,000, provided Executive is employed under the
            Agreement at that time.

                     Executive shall receive the following additional payments
            (individually and collectively referred to as "the Unsecured
            Creditor Bonus" and, together with the Unenhanced Restructuring
            Bonus, the "Restructuring Bonus") if amounts specified in the tiers
            below are made available for unsecured creditors at any time after
            this amended Agreement is approved by the Bankruptcy Court, provided
            the amounts are made available as a result of Executive's efforts,
            such as, by way of example and not limitation, as a result of a
            reorganization plan that was confirmed by the Bankruptcy Court at a
            time the Executive was employed by the Company: (i) $150,000 if a
            total of $5 million above the Debt is available for unsecured
            creditors; (ii) another $65,000 (in addition to the first $150,000)
            if a total of $7 million above the Debt is available for unsecured
            creditors; (iii) another $70,000 (in addition to the $150,000 and
            the $65,000) if a total of $9 million above the Debt is available
            for unsecured creditors; and (iv) in addition to the $150,000,
            $65,000 and $70,000 bonus amounts, up to another


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            $320,000 more by calculating four percent (4%) of every dollar
            recovered in excess of $9 million up to $17 million total
            available to unsecured creditors.

                     The Restructuring Bonus shall be increased by an additional
            $146,000 if the Debt is eliminated or assumed within the first three
            (3) months of the Performance Measurement Period, or by $73,000 if
            the Debt is eliminated or assumed thereafter, but within the first
            six (6) months of the Performance Measurement Period, both additions
            (individually a "Time Enhancement") to be conditioned upon
            availability of funds to unsecured creditors as follows: Executive
            will receive (i) 20 percent of the relevant Time Enhancement if $5
            million total recovery is available to unsecured creditors; (ii) 30
            percent of the relevant Time Enhancement if $7 million total
            recovery is available to unsecured creditors; (iii) 40 percent of
            the relevant Time Enhancement if $9 million total recovery is
            available to unsecured creditors; and (iv) 100 percent of relevant
            Time Enhancement if more than $9 million total recovery is available
            to unsecured creditors. The Unenhanced Restructuring Bonus shall be
            deposited into escrow upon entry of the order approving the Employee
            Retention Plan, and shall be paid to Executive within ten (10) days
            of the date the Debt is eliminated or assumed, subject to the
            conditions set forth in the final two sentences of this Subsection.

                     The Unsecured Creditor Bonus, if applicable, shall be paid
            to Executive within ten (10) days after achievement of the targets
            for sums available to unsecured creditors, subject to the conditions
            set forth in the following two sentences of this Subsection,
            provided, however, that no Unsecured Creditor Bonus shall be paid
            until an Order is entered by the Bankruptcy Court, on notice to all
            parties, which includes a finding that a sufficient amount of money
            with respect to a specific target is available for payment to
            unsecured creditors or, if earlier, actual payment to the unsecured
            creditors. Any Restructuring Bonus (including Time Enhancements)
            shall be paid only if and to the extent sufficient funds remain
            after the Debt is eliminated or assumed. If the remaining funds are
            insufficient to pay a full Restructuring Bonus to both Executive and
            to Peter Stark, the two shall share the available funds on a pro
            rata basis.

         2. Section 4(e) of the Agreement shall be deleted.

         3. Section 4 of the Agreement shall be further amended by adding a new
subsection at the end thereof to read as follows:

                     (m) Stay Bonus. Executive shall become entitled to receive
            a bonus (the "Stay Bonus") in the amount of $325,000




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            upon the first to occur of (a) the effective date of the
            Company's emergence from bankruptcy (e.g., confirmation of a plan,
            conversion to Chapter 7), (b) Executive's termination of employment
            without Cause or his resignation for Good Reason, provided, however,
            Executive is employed under the Agreement on such date (the earlier
            of (a) and (b) referred to as the "Entitlement Date"). The entire
            amount of such bonus shall be paid to Executive no later than ten
            (10) days following the Entitlement Date. The Company shall deposit
            with an escrow agent, pursuant to an escrow agreement between the
            Company, Executive, and such escrow agent, a sum of money or
            marketable securities which is sufficient in the opinion of the
            Company's management to fund one hundred percent (100%) of the
            amounts which may become due to Executive under this Subsection,
            which money or marketable securities shall be utilized to satisfy
            the Company's obligation to pay the Stay Bonus. The escrow agreement
            shall provide that such agreement may not be terminated until the
            earlier of (i) Executive's employment has been terminated and all
            amounts due to Executive as set forth in this Subsection have been
            paid to Executive, as certified in writing by the Company and the
            Executive, or (ii) the mutual written consent of the Executive and
            the Company.

         4. Section 8 of the Agreement shall be amended by adding the following
new subsection at the end thereof to read as follows:

                     (d) Severance Upon Court Approval. Upon approval by the
            Bankruptcy Court of this Amendment, Executive shall not be entitled
            to the cash severance payments and health and welfare benefits
            provided under Subsection (a), but he shall instead be eligible to
            receive the payments and benefits described in this Subsection,
            provided, however, that any such benefits may be subject to
            mitigation as set forth below in this Subsection.

                     If Executive's employment is terminated without Cause prior
            to a Change of Control and within the first four (4) months of the
            Performance Measurement Period, he shall be entitled to receive
            within ten (10) days thereafter a lump-sum payment of $325,000, plus
            any unpaid Stay Bonus. In addition, the Company shall continue the
            Executive's health and welfare benefits for a period of twenty-four
            (24) months or, if a lesser period, until Executive obtains
            comparable benefits from another employer. If Executive is so
            terminated during the final eight (8) months of the Performance
            Measurement Period or any period thereafter, the amount of the lump
            sum payment described above shall instead equal two (2) times the
            sum of his then Base Salary (or $650,000, if greater) and any unpaid
            Stay Bonus, and the Company shall continue Executive's health and
            welfare benefits for a period of



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            twenty-four (24) months or, if a lesser period, until the
            Executive obtains comparable benefits from another employer;
            provided, however, of the $650,000, $162,500 shall be held in an
            interest bearing escrow account (principal and interest accruing
            thereon referred to collectively as the "Escrowed Amount") for the
            purpose set forth in the following paragraph.

                     To the extent that Executive receives compensation within a
            two-year period after the date of such termination from a source
            other than Company, the Escrowed Amount, if any, shall be reduced
            dollar for dollar from the amount held in escrow and returned to
            Company (or as otherwise ordered by the Bankruptcy Court). To the
            extent that the remainder of such Amount is not reduced, Executive
            is entitled to receive such amount.

         5. Section 9 of the Agreement shall be amended by adding the following
new subsection at the end thereof to read as follows:

                     (f) Severance Upon Change of Control. Upon approval by the
            Bankruptcy Court of this Amendment, Executive shall not be entitled
            to the cash severance payments and health and welfare benefits
            provided under Subsection (b), or the escrow arrangement described
            in Subsection (d) but Executive shall instead be eligible to receive
            the payments and benefits described in this Subsection. If the
            Executive's termination occurs after a Change in Control or in
            contemplation of Change in Control, Executive shall be entitled to
            receive a lump sum payment equal to the lesser of (a) his Stay
            Bonus, plus an amount of money equal to 2.5 times the sum of (i) his
            Base Salary plus (ii) his Base Bonus, which is fifty percent (50%)
            of his Base Salary; or (b) the Stay Bonus, Restructuring Bonus
            (including any Time Enhancement), plus the cash severance payments
            provided under Section 8(d) hereof; provided, however, (i) no such
            payment shall be made unless the Debt is paid in full or assumed,
            and (ii) Executive shall be entitled to a Restructuring Bonus in the
            event of a Change of Control only as provided in this subparagraph
            (f) and only if he is not terminated for Cause. In addition, the
            Company shall continue the Executive's health and welfare benefits
            for a period of thirty (30) months or, if a lesser period, until the
            Executive receives comparable coverage from another employer.

         6. If the Company remains under the protection of the Bankruptcy Court
on or about May 31, 2002, the Executive's award opportunity under the Corporate
Annual Incentive Plan will be reviewed and implemented, as appropriate.



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         IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Agreement effective as of May 1, 2001.


                                     RESPONSE ONCOLOGY, INC.

                                     By:
                                         ---------------------------------------

                                     Name:
                                           -------------------------------------

                                     Title:
                                            ------------------------------------


                                     EXECUTIVE

                                     -------------------------------------------
                                                   ANTHONY LAMACCHIA





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