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                                                                   EXHIBIT 10(t)


                             RESPONSE ONCOLOGY, INC.

                EMPLOYMENT AGREEMENT FOR CHIEF OPERATING OFFICER

         THIS AGREEMENT (the "AGREEMENT") is made as of the 3rd day of January
2000 (hereinafter "EFFECTIVE DATE") by and between Response Oncology, Inc.
("ROI"), and Patrick McDonough ("EXECUTIVE").

                                    RECITALS

         WHEREAS, ROI desires to employ Executive as the Chief Operating Officer
of ROI; and,

         WHEREAS, Executive desires to be employed by ROI pursuant to the terms
and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter set forth, the parties agree as follows:

         1. EMPLOYMENT. Subject to the terms and conditions of this Agreement,
ROI hereby employs Executive and Executive hereby accepts employment from ROI as
Chief Operating Officer, commencing on the Effective Date for the term specified
in Section 6.1 hereof.

         2. DUTIES. Executive shall devote his best efforts and his full
business and professional time, energy and skill to the service of ROI and
promotion of its interests in his capacity as Chief Operating Officer. Executive
will carry out duties commensurate with and required by such position, and will
assume senior operating authority and responsibility for ROI, subject to and in
accordance with directions, instructions, and requests from the Chief Executive
Officer and the Board of Directors. Executive agrees not to engage in any other
related business, nor to engage in the practice of his profession to any extent
whatsoever, except pursuant to this Agreement, without the express prior written
consent of ROI.

         3. COMPENSATION AND BENEFITS.

            3.1 BASE COMPENSATION. ROI shall pay Executive a base salary ("BASE
SALARY") of one hundred ninety-five thousand dollars ($195,000) per year,
subject to applicable withholdings. Base Salary shall be payable according to
the customary payroll practices of ROI but in no event less frequently than once
each month. The Base Salary shall be reviewed annually and shall be subject to
in adjustment according to the policies and practices adopted by the Board of
Directors from time to time.

            3.2 ANNUAL INCENTIVE BONUS. ROI will pay Executive an annual
incentive bonus ("INCENTIVE BONUS"), if any, of up to forty percent (40%) of
Executive's Base Salary at the end of each year. The Incentive Bonus will be
based, in the sole and absolute discretion of the Board of Directors, on the
Board's evaluation of Executive's performance and on performance targets
established annually by the Board.

            3.3 ADDITIONAL BENEFITS. Executive will be entitled to participate
in all employee benefit plans or programs and receive all benefits and
perquisites to which any salaried employee is eligible under any existing or
future plan or program established by ROI for salaried employees, including,
without limitation, all plans developed for executive officers of ROI, to the
extent permissible under the terms and provisions of such plans or programs.
These plans or programs may include group hospitalization, health, dental care,
life or other insurance, tax qualified pension, car allowance, savings and sick
leave plans. Nothing in this Agreement will preclude ROI from amending or
terminating any of the plans or programs applicable to salaried employees or
executive officers. Notwithstanding the foregoing, Executive will be entitled to
annual paid vacation of up to four (4) weeks, which amount shall not accumulate
or carry over from year to year.

            3.4 BUSINESS EXPENSES. ROI will reimburse Executive for all
reasonable travel and other





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expenses incurred by Executive in connection with the performance of his duties
and obligations under this Agreement upon Executive's submitting proper
documentation in accordance with ROI's policies for expense reimbursement.

            3.5 WITHHOLDING. ROI may directly or indirectly withhold from any
payments under this Agreement all federal, state, city, or other taxes that
shall be required pursuant to any law or governmental regulation.

            3.6 RELOCATION. ROI shall make a one-time, lump sum payment of
thirty thousand dollars ($30,000) to Executive for relocation expenses on or
before January 15, 2000. Additionally, if Executive makes an offer to purchase a
home in the Memphis area, ROI will make a loan available to Executive before
closing on that home for the lesser of twenty percent (20%) of the purchase
price or fifty thousand dollars ($50,000). Annual interest on the loan shall be
fixed at the thirty (30) year Treasury bill interest rate, as published in the
Wall Street Journal on the date the loan is funded (February 24, 2000), plus one
percentage point. Executive shall pay installments of interest monthly, on or
before the first day of each month, beginning with the first month after ROI's
funding of the loan. Interest shall accrue from the Issue Date on the principal
amount. Executive shall pay the principal amount to ROI in a lump sum on or
before the fifth anniversary of the Issue Date. In the event that this Agreement
is terminated for any reason other than material breach by Executive, Executive
agrees to pay ROI all principal, together with interest due, upon the earlier
of: the closing on the sale of the home or twelve (12) months from the effective
date of termination. Executive also agrees to execute and record a second deed
of trust in ROI's name as security for the loan within thirty (30) days after
Executive receives the loan amount from ROI. Executive will also execute an
appropriate note in favor of ROI to evidence his loan payment obligation.

            3.7 STOCK OPTIONS. Executive shall be granted stock options for one
hundred fifty thousand (150,000) shares of ROI's common stock vesting over a
period of three (3) years. Fifty thousand (50,000) shares shall vest at the end
of each twelve (12) months of employment, with the total being fully vested
after three (3) years of employment. The exercise price for each share subject
to the options shall be equal to the closing price of ROI shares on January 3,
2000 ($1.125 a share). In the event of a merger, liquidation or Change in
Control (as that term is defined in Section 6.2.3), the portion of the 150,000
shares, which has not vested prior to the effective date of the merger,
liquidation or Change of Control, shall vest as of that effective date. In the
event the Board of Directors makes additional stock options available to
management personnel, Executive will be eligible for such options provided,
however, that Executive's performance is then satisfactory as determined by the
Board of Directors or their designee in their or his sole discretion.
Notwithstanding anything to the contrary in this Agreement, Executive will
forfeit the right to exercise and shall return and deliver to ROI all vested but
unexercised stock options if Executive, whether during his employment or at any
time afterward, breaches any fiduciary duty owed to ROI or engages in any
non-negligent conduct for which Executive may be immediately terminated pursuant
to Section 6.2.2 of this Agreement.

         4. DEATH BENEFIT; DISABILITY COMPENSATION; KEY MAN INSURANCE.

            4.1 PAYMENT IN EVENT OF DEATH. In the event of the death of
Executive during the term of this Agreement, ROI's obligation to make payments
under this Agreement shall cease as of the date of death, except for earned but
unpaid Base Salary and Incentive Bonus, which will be paid on a pro-rated basis
for that year. Executive's designated beneficiary will be entitled to receive
the proceeds of any life or other insurance or other death benefit programs
provided or referred to in this Agreement, other than "key man" life insurance
benefits.

            4.2 DISABILITY COMPENSATION. Notwithstanding the disability of
Executive, ROI will continue to pay Executive pursuant to Section 3 hereof
during the term of this Agreement, unless the Executive's employment is earlier
terminated in accordance with this Agreement. In the event the disability
continues for a period of three (3) months, ROI may thereafter terminate this
Agreement and the Executive's employment. Following such termination, ROI will
pay Executive amounts equal to his regular installments of Base Salary, as of
the time of termination, for a period of the greater of (a) the remaining term
of this Agreement or (b) twelve (12) months from the date of such termination.
All other compensation will cease except for earned but unpaid Incentive Bonus
which would be payable on a pro-rated basis for the year in which the disability
occurred, through the date of



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termination. ROI will consider making reasonable accommodations to Executive's
disability in accordance with applicable laws where required.

            4.3 RESPONSIBILITIES IN THE EVENT OF DISABILITY. During the period
Executive is receiving payments following his disability and as long as he is
physically and mentally able to do so, Executive will furnish information and
assistance to ROI and from time to time will make himself available to ROI to
undertake assignments consistent with his position or prior position with ROI.
If ROI fails to make a payment or provide a benefit required as part of this
Agreement, Executive's obligation to provide information and assistance will
end.

            4.4 DEFINITION OF DISABILITY. For purposes of this Agreement, the
term "disability" will have the same meaning as is attributed to such term, or
any substantially similar term, in ROI's long term income disability plan as in
effect from time to time.

            4.5 KEY MAN LIFE INSURANCE. Upon request by ROI, Executive agrees to
cooperate with ROI in obtaining "key man" life insurance on the life of
Executive with death benefits payable to ROI. Such cooperation shall include the
submission by Executive to a medical examination and his response to inquiries
regarding his medical history.

         5. CONFIDENTIALITY; CORPORATE OPPORTUNITIES.

            5.1 CONFIDENTIAL INFORMATION DEFINED. The term "CONFIDENTIAL
INFORMATION" means any proprietary or non-public knowledge, idea or information,
in any form (whether tangible or intangible, oral, written, electronic or
otherwise), pertaining in any manner to the business or operations of ROI or its
clients or customers, including but not limited to records, files, software,
know-how, technical information, processes, plans, data, activities, research,
development(s), technology, trade secrets, proprietary information, methods,
specifications, notes, summaries, studies, analysis, instructions, designs,
graphs, drawings, services, products, inventions, computer files, data,
research, patient lists or records, forms, documents, business plans, budgets,
schedules, projections, cost analyses, markets or marketing information, banking
or credit relationships, payroll and other financial or business information.
Confidential Information does not include any information, knowledge, or idea
which (i) is generally known in ROI's or any relevant trade or industry; (ii) is
part of Executive's general knowledge prior to his employment by ROI; (iii) is
disclosed to Executive by a third party who rightfully possesses the information
(without confidential or proprietary restriction) and did not learn of it,
directly or indirectly, from ROI; or (iv) is required by law to be publicly
disclosed or is publicly disclosed pursuant to judicial or administrative
proceedings.

            5.2 PROTECTION OF CONFIDENTIAL INFORMATION. During the term of this
Agreement, Executive covenants and agrees that he will hold all Confidential
Information in strictest confidence and will not directly or indirectly
disclose, or permit to be disclosed, any Confidential Information to any person,
firm, corporation, or other business organization or use any Confidential
Information except as required by Executive's responsibilities or in the course
of carrying out Executive's duties pursuant to this Agreement. Additionally, for
five (5) years following termination of this Agreement, Executive covenants and
agrees that he will not directly or indirectly disclose, or permit to be
disclosed, any Confidential Information to any person, firm, corporation, or
other business organization or use any Confidential Information for any purpose
except as permitted in writing by ROI.

            5.3 OWNERSHIP OF CONFIDENTIAL INFORMATION. Executive recognizes and
agrees that all Confidential Information and all other notes, records, files,
patient lists, forms and other documents and the like relating to ROI's
business, and all computer files, programs and information which Executive
prepares, uses, has, obtains, or otherwise comes into contact with during the
term of this Agreement will be and remain ROI's sole property, and shall not be
removed from ROI's offices except as required in the course of Executive's work,
and shall be returned and delivered to ROI upon termination of this Agreement or
earlier if requested by ROI. After termination of this Agreement or at any other
time requested by ROI, Executive shall not retain any copies, abstracts,
sketches or other physical embodiment of any items which embody, reflect,
contain or evidence Confidential Information. Executive acknowledges that any
use or disclosure of Confidential Information outside the scope of his
employment would cause irreparable and continuing injury to ROI for which no
award of monetary damages would be adequate, and that injunctive relief for ROI
would be appropriate, in addition to any other rights



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ROI may have, to restrain and bar any such use or disclosure or threatened use
or disclosure. Executive hereby waives any requirement that ROI submit proof of
the economic value of any trade secret or post a bond or other security.

            5.4 CORPORATE OPPORTUNITIES. If Executive becomes aware of any
possible or existing idea, enterprise, transaction, venture or opportunity which
is or may be related in any way to the past, present or prospective business of
ROI or which may be within the scope of any reasonable expansion of ROI's
business(es) ("CORPORATE OPPORTUNITY"), Executive covenants and agrees that he
shall promptly and fully present the Corporate Opportunity to ROI. Executive
acknowledges and agrees that ROI shall determine, in its sole discretion,
whether to pursue any such Corporate Opportunity and that Executive shall not
pursue for his own benefit or disclose to any third party any Corporate
Opportunity without prior written consent from ROI. If Executive pursues any
Corporate Opportunity without written approval from ROI, ROI shall have the
right to terminate this Agreement pursuant to Section 6.2.2(b).

            5.5 FORMER EMPLOYER INFORMATION. Executive agrees that he will not,
during employment with ROI, improperly use or disclose any proprietary
information or trade secrets of any former employer or other person or entity
and that Executive will not bring onto the premises of ROI any unpublished
document or proprietary information belonging to any such employer, person or
entity unless consented to in writing by such employer, person or entity.

            5.6 REMEDIES. Nothing in this Section 5 is intended to limit, nor
shall it limit, any remedy of ROI otherwise available under applicable statutory
or other law.

         6. TERM AND TERMINATION.

            6.1 TERM. This Agreement shall commence on the Effective Date and
remain in effect for an initial period of two (2) years unless terminated
earlier by either party. Thereafter, this Agreement shall automatically renew
for successive one (1) year terms, unless either party provides notice of its
intent not to renew at least ninety (90) calendar days prior to the end of the
initial or any renewal term.

            6.2 TERMINATION.

                6.2.1 TERMINATION FOR MATERIAL BREACH. Either party may
terminate this Agreement if a material breach by the other party of any term or
condition of this Agreement remains uncured for ten business (10) days after the
breaching party's receipt of written notice of such breach from the
non-breaching party. A material breach by Executive shall include any refusal to
comply with the directions of the Board of Directors or Chief Executive Officer
or with ROI's policies and procedures.

                6.2.2 IMMEDIATE TERMINATION FOR CAUSE. ROI shall have the
absolute right at any time, upon written notice to Executive, to terminate
Executive immediately for cause upon the happening of any one or more of the
following events whether or not any such event also constitutes a material
breach of any provision of this Agreement:

                      (a) Executive's bad faith or gross negligence in the
performance of his duties hereunder; Executive's repeated neglect or
non-performance of his duties hereunder; Executive's intentional nonperformance
of such duties; Executive's intentional malfeasance or willfully poor
performance of his duties; any intentional act or omission that the Executive
knew or should have known would injure the reputation of ROI; any willful or
intentional act, beyond the scope of Executive's duties hereunder, which
materially and negatively affects ROI's financial condition; or willful
misconduct pertaining to any aspect of Executive's employment with ROI;

                      (b) Executive's breach of trust or of fiduciary duty
(including but not limited to improper disclosure or use of Confidential
Information or a Corporate Opportunity), as reasonably determined by the
President and/or Board of Directors of ROI;



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                      (c) Executive's fraud, misappropriation, embezzlement or
other act of dishonesty (including any misrepresentation made by Executive to
ROI during employment or discovery of one made to ROI prior to employment), or
conviction of or entering a plea of nolo contendere to any felony or any
misdemeanor involving dishonesty, fraud, substance abuse or distribution of
controlled substances.

                6.2.3 TERMINATION IN THE EVENT OF CHANGE IN CONTROL. In the
event this Agreement is terminated by ROI within one (1) year following a Change
in Control (as that phrase is defined below) ROI will pay to Executive within
sixty (60) calendar days of the effective date of termination a lump sum equal
to the then-current Base Salary plus an amount equal to the prior year's
Incentive Bonus. Notwithstanding the foregoing, if Executive has not received
the Incentive Bonus because Executive has not been employed for at least one (1)
year, then Executive shall receive a lump sum equal to the then-current Base
Salary plus the Incentive Bonus prorated based on the number of months employed.

                A "CHANGE IN CONTROL" shall occur if an event or series of
events occurs after the effective date of this Agreement which would constitute
either a change in ownership of ROI, within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated there
under ("SECTION 280G"), or a change in the ownership of a substantial portion of
ROI's assets, within the meaning of Section 280G (but for purposes of this
definition, the fair market value threshold for determining "a substantial
portion of ROI's assets" shall be "greater than fifty percent").

                6.2.4 TERMINATION WITHOUT CAUSE. Both ROI and Executive may
terminate this agreement without cause and in the absence of material breach on
one hundred twenty (120) days' written notice to the other party. In the event
that ROI terminates Executive without cause, then ROI shall pay Executive the
lesser of one (1) year's base salary plus the annualized amount of the prior
year's bonus, if any, or a prorated amount of the Executive's base pay and bonus
based upon the time remaining in the Executive's agreement.

                6.2.5 TERMINATION FOR MATERIAL BREACH OR WITH CAUSE; VOLUNTARY
TERMINATION. If the Executive is terminated for material breach or with cause
pursuant to Sections 6.2.1 or 6.2.2, or Executive terminates this Agreement in
the absence of a material breach by ROI (regardless of whether there has been a
Change in Control), ROI will not be obligated to pay Executive any compensation
or Incentive Bonus following the effective date of termination but will pay
Executive earned but unpaid Base Salary through the effective date of
termination. In the event of non-renewal, ROI will pay Executive all
compensation earned and any Incentive Bonus determined through the end of the
contract term. Any amounts due to Executive hereunder will be paid within thirty
calendar (30) days of the effective date of termination, unless otherwise
required by law. The exercisability of stock options granted to Executive shall
be governed by any applicable stock option agreements and the terms of the
respective stock option plans.

         7. DISPUTE RESOLUTION.

            7.1 ARBITRATION PROCEDURE. Any controversy, claim, or dispute
arising out of or relating to this Agreement (including but not limited to the
interpretation, construction, or enforcement of any of the terms of this
Agreement or the breach of any provision of it) shall be settled by arbitration
administered by the American Arbitration Association ("AAA") under its
Commercial Dispute Resolution Procedures, modified to the extent, if any, that
the arbitration rules are inconsistent with the terms of this Section 7. All
such arbitration proceedings shall take place in and be conducted in Memphis,
Tennessee, and shall be conducted by one arbitrator selected in accordance with
the arbitration rules. The arbitrator shall issue a written opinion setting
forth the arbitrator's findings of fact and conclusions of law. The arbitrator
shall have no authority to award punitive or other damages beyond the prevailing
parties' actual damages and shall not, in any event, make any ruling, finding,
or award that does not conform to the terms and conditions of this Agreement.
The parties agree that the decision of the arbitrator shall be final, binding,
and conclusive. The parties agree that the arbitration award may be enforced in
any court having jurisdiction thereof by the filing of a petition to enforce
said award. All expenses (e.g., the filing fees and arbitrators' fees) of the
arbitration shall be shared equally by the parties. Each party, however, shall
bear the expense of its own counsel, experts, witnesses, and preparation and
presentation of proof.



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            7.2 EQUITABLE REMEDIES AVAILABLE. Notwithstanding any provision in
Section 7.1 and in addition to the rights and procedures available to the
parties pursuant to Section 7.1, either party may at any time seek injunctive
relief, whether temporary, preliminary, or permanent, and/or an order or
judgment for specific performance from any state or federal court properly
having jurisdiction over the matters then in dispute and located in Memphis,
Tennessee. Executive and ROI each consent to personal jurisdiction and venue of
a court of competent jurisdiction sitting in Memphis, Tennessee for purposes of
any action or proceeding contemplated by this Section 7. The parties agree that
a final order or judgment in any such action or proceeding shall, to the extent
permitted by applicable law, be conclusive and may be enforced in other
jurisdictions by suit on the order or judgment or in any other manner provided
by applicable law related to the enforcement of judgments.

         8. COVENANT NOT TO COMPETE OR SOLICIT.

            8.1 DURING THE TERM OF EMPLOYMENT. As an inducement to ROI to enter
into this Agreement and in consideration of the amounts payable to Executive
hereunder, Executive covenants and agrees not to Compete with ROI (as defined in
Section 8.3) at any time while he is employed by ROI or receiving any payments
from ROI.

            8.2 VOLUNTARY TERMINATION; TERMINATION WITH OR WITHOUT CAUSE. As a
further inducement to ROI to enter into this Agreement and in consideration of
the amounts payable to Executive hereunder, Executive covenants and agrees that,
in the event of a voluntary termination of this Agreement by Executive for any
reason (including termination with or without cause or for material breach)
subject to the exception below, or in the event of termination by ROI with cause
or for material breach (all regardless of a Change in Control), he will not
Compete with ROI for a period of one (1) year from the date of such termination;
provided, however, that if a voluntary termination by Executive follows a notice
by ROI under Section 6.1 that the term of this Agreement will not be
automatically extended or if ROI terminates this Agreement without cause and in
the absence of a material breach by Executive, there will be no restriction on
Executive's right to Compete with ROI after the effective date of termination.
The one-year period of non-competition set forth in this Section 8.2 shall be
extended by the duration of any violation by Executive of this covenant.
Executive also covenants that he will not at any time during or after his
employment by ROI disparage ROI or any of its shareholders, directors, officers,
employees or agents.

            8.3 DEFINITION OF "COMPETE WITH ROI". For the purposes of this
Section 8, the term "Compete with ROI" means any action(s) by Executive, direct
or indirect, for his own account or for the account of any other person or
entity, either as an officer, director, stockholder, owner, partner, member,
promoter, employee, consultant, advisor, agent, manager, creditor or in any
other capacity, resulting in Executive having any pecuniary interest, legal or
equitable ownership, or other financial or non-financial interest in (including
but not limited to lending of Executive's name), or employment, association or
affiliation with, any corporation, business trust, partnership, limited
liability company, proprietorship or other business or professional enterprise
(including self-employment) that (a) provides outpatient cancer services or
services otherwise competitive with or to any of those provided by ROI or any
affiliate or planned on Executive's date of termination to be provided by ROI or
any affiliate (including but not limited to oncology-related services or
management services to any oncology or hematology practice) within a twenty-five
(25) mile radius of any location where ROI or any subsidiary or affiliate of ROI
performs oncology-related, management or other services at the effective date of
a termination of Executive's employment and which location generated either net
revenue or pre-tax profit equal to or greater than ten (10) percent of the net
revenues or ten (10) percent of the total ROI EBITDA in the year prior to
termination, (b) solicits from any supplier or customer of ROI or diverts or
attempts to divert from ROI (or any affiliate) any business of any kind in which
ROI or its affiliate is engaged or is similar to that in which ROI or its
affiliate is engaged or plans on the date of Executive's termination to be
engaged (including but not limited to the solicitation of or interference with
any of ROI's suppliers or customers), or (c) employs or solicits for employment
or work as an independent contractor or otherwise any person employed by ROI
during that person's employment by ROI and for one year thereafter; provided,
however, that the term "Compete with ROI" shall not include ownership (without
any more extensive relationship) of less than a five percent (5%) interest in
any publicly-held corporation or other business entity. Executive acknowledges
that U.S. Oncology, Salick Health Care, Inc. and Bentley Health Care are among
the entities which provide "outpatient cancer services" and/or services
otherwise competitive with or to any




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of those provided by ROI as of the date of execution of this Agreement.

            8.4 REASONABLENESS OF SCOPE AND DURATION; REMEDIES. Executive
acknowledges that the covenants contained herein are fair and reasonable as to
geographic, professional and temporal scope and are reasonably required to
protect the interests of ROI. Executive acknowledges that his breach or
threatened or attempted breach of any provision of Section 8 would cause
irreparable harm to ROI not compensable in monetary damages and that ROI shall
be entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for specific performance of the terms of
Section 8 without being required to prove damages or furnish any bond or other
security.

            8.5 SEVERABILITY. The covenants in this Section 8 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any covenant in this Section 8 is held to
be unreasonable, arbitrary or against public policy, such covenant will be
considered to be divisible with respect to geographic, professional and temporal
scope, and such lesser geographic, professional or temporal scope, or all of
them, as a court or arbitrator of competent jurisdiction or authority may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against Executive.

            8.6 NOTICE OF OTHER EMPLOYMENT. Executive will, while any covenant
under this Section 8 is in effect, give written notice to ROI within ten
calendar (10) days after accepting any other employment of the identity of that
employer. ROI may notify such employer that Executive is bound by this Agreement
and furnish such employer with a copy of this Agreement or relevant portions of
it.

         9. INDEMNIFICATION OF EXECUTIVE. ROI shall maintain directors' and
officers' liability insurance and shall maintain any other insurance policies
necessary to indemnify Executive, if Executive was or is a party to any third
party proceeding, by reason of the fact that Executive was or is an authorized
representative of ROI, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by Executive in connection with such
third party proceeding so long as Executive acted in good faith and in a manner
he reasonably believed to be in the best interest of ROI and, with respect to
criminal third party proceedings, had no reasonable cause to believe such
conduct was unlawful. To the extent that Executive has been successful on the
merits or otherwise in defense of any third party or corporate proceeding or in
defense of any claim, issue or matter therein, Executive shall be indemnified
against expenses actually and reasonably incurred by him in connection
therewith.

         10. MISCELLANEOUS.

            10.1 ASSIGNMENT. Executive agrees that he will not assign, sell,
transfer, delegate or otherwise dispose of or transfer, whether voluntarily or
involuntarily, any rights or obligations under this Agreement. Any purported
assignment, transfer or delegation shall be null and void. Nothing in this
Agreement shall prevent: the consolidation of ROI with, or its merger into, any
other corporation; the sale or exchange by ROI of all or any of its stock to or
with a third party; the sale by ROI of all or substantially all of its
properties or assets; or the assignment by ROI of this Agreement and the
performance of its obligations hereunder to any successor in interest, parent,
subsidiary or affiliate.

            10.2 BINDING AGREEMENT. Subject to Section 10.1, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors and permitted assigns.

            10.3 AMENDMENT. No change or modification of this Agreement shall be
valid or binding upon the parties unless and until the same is in writing and
signed by both parties.

            10.4 NOTICE. Any notice to be provided pursuant to this Agreement
shall be in writing and shall be provided by hand delivery or certified mail,
return receipt requested to the addresses listed below or to such other address
as may have been furnished to the other party in writing:



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                           Notices to ROI:

                           Response Oncology, Inc.
                           1775 Moriah Woods Boulevard
                           Memphis, Tennessee 38117
                           Attn: Chair of Compensation Committee

                           Notices to Employee:

                           Patrick McDonough
                           1592 Brentford
                           Westlake Village, CA 91361

            Any notice provided pursuant to this Agreement shall be effective as
of the earlier of the date received or within three (3) business days after
mailing by certified mail, return receipt requested. Either party, by written
notice to the other party, may change the address, persons, or entities to whom
notice is to be provided.

            10.5 HEADINGS. The headings, captions, and titles appearing in this
Agreement are inserted only as a matter of convenience and in no way define,
limit, construe, or describe the scope or intent of the Agreement or any
paragraph or provision therein.

            10.6 WAIVER OF BREACH. The waiver by either party of a breach or
violation of any provision of this Agreement shall not operate as or be
construed to be a waiver of any subsequent breach of this Agreement. Further,
neither party shall be deemed to have waived any provision of or right under
this Agreement unless such waiver is set forth in writing signed by the party
against whom waiver is asserted. No failure to exercise and no delay in
exercising any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy or power
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy or power provided herein or by law or in equity.

            10.7 SEVERABILITY. If any one or more of the provisions of this
Agreement is ruled to be wholly or partly invalid or unenforceable by a court or
other government body of competent jurisdiction then: (a) the validity and
enforceability of all provisions of this Agreement not ruled to be invalid or
unenforceable shall be unaffected; (b) the effect of the ruling shall be limited
to the jurisdiction of the court or other government body making the ruling; (c)
the provision(s) held wholly or partly invalid or unenforceable shall be deemed
amended, and the Court or other government body is authorized to amend and to
reform the provision(s) to the minimum extent necessary to render it valid and
enforceable in conformity with the parties' intent as manifested in this
Agreement and a provision having a similar economic effect shall be substituted;
and (d) if the ruling and/or the controlling principle of law or equity leading
to the ruling is subsequently overruled, modified, or amended by legislative,
judicial, or administrative action, then the provision(s) in question as
originally set forth in this Agreement shall be deemed valid and enforceable to
the maximum extent permitted by the new controlling principal of law or equity.

            10.8 APPLICABLE LAW. The construction, interpretation, and
enforcement of this Agreement shall at all times and in all respects be governed
by the laws of the State of Tennessee, without reference to Tennessee's choice
of law or conflict of law provisions or principles.

            10.9 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof, and supercedes any prior written or oral agreement
pertaining to the subject matter hereof. No change or modification of this
Agreement shall be valid or binding upon the parties unless and until the same
is in writing and signed by the party against whom enforcement of such change or
modification is sought.

            10.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            10.11 COVENANTS AND UNDERTAKINGS OF SECTIONS 5 AND 8; INJUNCTIVE
RELIEF FOR BREACH OR THREATENED BREACH. The covenants and undertakings of
Executive in Sections 5 and 8 are essential elements of this Agreement,



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and without Executive's agreement to comply with such covenants, ROI would not
have employed him and entered into this Agreement. ROI and Executive have
independently consulted their respective counsel and have been advised in all
respects concerning the reasonableness and propriety of such covenants, with
specific regard to the nature of the business conducted by ROI. Executive's
covenants and agreements in Sections 5 and 8 are independent covenants and the
existence of any claim against ROI by Executive under this Agreement or
otherwise will not excuse Executive's breach of any covenant or agreement in
Section 5 or 8. The parties agree that in the event of any breach or threatened
breach of any of the covenants or undertakings of Sections 5 or 8, the damage or
imminent damage to the value and goodwill of ROI's business will be irreparable
and extremely difficult to estimate, making any remedy at law or in monetary
damages inadequate. Accordingly, the parties agree that ROI shall be entitled to
injunctive relief against Executive in the event of any breach or threatened
breach of any such provisions by Executive, in addition to any other relief
(including damages) available to ROI under this Agreement or under applicable
law.

            10.12 EXECUTIVE'S REPRESENTATIONS AND WARRANTIES. Executive
represents and warrants that the execution and delivery of this Agreement by
Executive do not, and the performance by Executive of his obligations hereunder
will not, with or without the giving of notice or the passage of time, or both:
(a) violate any judgment, writ, injunction or order of any court, arbitrator or
governmental agency applicable to Executive; or (b) conflict with, result in the
breach of any provision of or the termination of, or constitute a default under,
any agreement to which Executive is a party or by which Executive is or may be
bound.

         IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives as of the Effective Date.


RESPONSE ONCOLOGY, INC.             EXECUTIVE



Signature: /s/ Anthony La Macchia         Signature: /s/ Patrick McDonough
           -------------------------                 ---------------------------
Name: Anthony La Macchia                  Name: Patrick McDonough
Title:   Chief Executive Officer
Date: 2/7/00                              Date: 2/4/00
      ------------------------------            --------------------------------






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