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                                                                   EXHIBIT 10(Y)


                              TERMINATION AGREEMENT
                                   AND RELEASE

         THIS AGREEMENT (the "Agreement") is made and entered into as of the
15th day of January, 2001 by and between Response Oncology, Inc. ("ROI") and
Patrick McDonough ("Executive").

                                    RECITALS

         WHEREAS, ROI and Executive have previously entered into an Employment
Agreement for Chief Operating Officer, dated January 3, 2000 (the "Employment
Agreement"), pursuant to which ROI employed Executive as the Chief Operating
Officer of ROI, for a term to expire on January 3, 2002, a copy of which is
attached hereto as Exhibit A; and,

         WHEREAS, ROI and Executive have concluded that it is in their mutual
best interests that the Employment Agreement be terminated and Executive remain
employed as an at-will employee until no later than December 31, 2001 as set
forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing, and the mutual
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

1.       Recitals. The foregoing recitals are restated and incorporated by
         reference and made a part of this Agreement.

2.       Termination of Employment Agreement. Executive's Employment Agreement
         with ROI shall terminate effective as of January 15, 2001 (the
         "Termination Date"), except as set forth below. All of ROI's and
         Executive's rights and obligations under the Employment Agreement,
         including without limitation, the payment of any compensation to
         Executive pursuant to Article 3 of the Employment Agreement, shall
         terminate and be of no further force or effect as of the Termination
         Date, except for the following (which both parties acknowledge and
         agree shall remain in full force and effect as and to the extent set
         forth below):

                  A.       Section 3.4 of the Employment Agreement ("Business
                           Expenses") shall survive the termination of the
                           Employment Agreement to the extent that Executive has
                           incurred reasonable travel and other expenses in
                           connection with the performance of his duties and
                           obligations prior to the Termination


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                           Date and has submitted proper documentation in
                           accordance with ROI's policies for expense
                           reimbursement.

                  B.       Article 5 of the Employment Agreement
                           ("Confidentiality; Corporate Opportunities") and the
                           related provisions of Section 10.11 of that Agreement
                           shall survive the termination of the Employment
                           Agreement and remain in full force and effect
                           according to its terms.

                  C.       The loan by ROI to Executive will remain in effect as
                           modified by Section 5 below.

                  D.       Executive's covenant not to compete set out in
                           Article 8 of the Employment Agreement and the related
                           provisions of Section 10.11 of that Agreement are
                           hereby reformed and narrowed to apply only to U.S.
                           Oncology and Salick Health Care, Inc.

3.       Compensation and Benefits. ROI shall pay to Executive a one-time lump
         sum in the amount of one hundred twenty-five thousand dollars
         ($125,000), subject to applicable withholdings. Executive is not
         entitled to any other compensation or salary or any other increase in
         compensation pursuant to the Employment Agreement. During the time
         Executive continues to be employed by ROI he will be paid at the same
         rate at which he has previously been paid. During that time Executive
         shall also be entitled to continue to participate in all employee
         benefit plans, including any plans for executives in which he is
         currently a participant, and to receive all benefits to which any
         salaried employee is eligible under any existing plans established for
         salaried employees, each to the extent permissible under the terms and
         conditions of such plans.

4.       Relinquishment of Stock Options. Pursuant to Section 3.7 of the
         Employment Agreement, Executive was granted one hundred fifty thousand
         (150,000) shares of ROI's common stock, of which one-third would vest
         each year. Executive agrees to forfeit all such options and all rights
         to exercise, and all vested but unexercised stock options are hereby
         cancelled.

5.       Loan. Pursuant to Section 3.6 of the Employment Agreement, ROI made a
         loan to Executive in the amount of fifty thousand dollars ($50,000) for
         the purchase of a home. Commencing on the date one month after the
         Termination Date, Executive agrees to pay installments of interest
         monthly on or before the first day of each month or, so long as
         employed by ROI, to continue to make interest payments through regular
         payroll deductions. Executive will pay ROI the principal amount in a
         lump sum, with accrued and unpaid interest on or before January 15,
         2002 (the "Repayment Date"). All unpaid principal and interest will be
         due and payable on the Repayment Date. Notwithstanding


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         the foregoing, all unpaid principal and interest will be due and
         payable within five (5) business days of any sale prior to the
         Repayment Date of the home Executive purchased (in part) with the
         proceeds of the ROI loan to him.

6.       Termination of Employment Relationship. As of December 31, 2001 or at
         any earlier date on which his employment is terminated at the
         discretion of either ROI or Executive, Executive agrees that he shall
         no longer be an employee of ROI and will not thereafter hold himself
         out to be an employee, agent or independent contractor of ROI.

7.       Release by Executive. Except with respect to Executive's rights
         pursuant to this Agreement and his rights to any vested benefit in any
         qualified retirement plans and in or to any other benefit plans, all of
         which are hereby expressly reserved, Executive for himself and his
         representatives, agents, heirs, successors, and assigns, and their
         heirs, successors and assigns, and each of them (hereinafter
         "Releasors") waives, releases, relinquishes, and discharges ROI, its
         directors, officers, employees, representatives, and agents and its and
         their heirs, successors, and assigns, and each of them (hereinafter
         "Releasees") from any and all claims, liabilities, suits, damages,
         actions, or manner of actions, whether in contract, tort, or otherwise,
         which the Releasors or any of them ever had, now have, or hereafter may
         have against the Releasees, or any of them, whether the same be in
         administrative proceedings, in arbitration, at law, in equity, or
         mixed, arising from or relating to any act or omission prior to the
         Termination Date relating to Executive's employment by ROI or the
         termination of the Employment Agreement. Notwithstanding the foregoing,
         in the event that any claim(s) is asserted against Releasors, or any of
         them, by a person or entity which is not a party to this Agreement,
         Releasors, and each of them, hereby specifically reserve and retain any
         and all rights, claims, and defenses which they, or any of them, now
         have, have had, or would otherwise have against Releasees, or any of
         them, arising out of the act(s) or omission(s) which is the subject
         matter of each claim(s) against Releasors, or any of them.

         It is further understood and agreed that this general release applies
         to any and all claims, liabilities, suits, damages, actions or manner
         of actions relating to Executive's employment with ROI pursuant to the
         Employment Agreement and the termination of that agreement which may
         arise pursuant to any federal, state or local employment law,
         regulation or other requirement including, but not limited to, Title
         VII of the 1964 Civil Rights Act, the Americans With Disabilities Act,
         the Age Discrimination in Employment Act (all as amended), and any
         claim in tort or contract. Executive agrees, warrants and represents
         that he will not hereafter file any claim or action against Releasees
         or any of them before any state, federal or local agency or in any
         federal or state court concerning any matter based upon, arising from
         or relating to his employment pursuant to the Employment Agreement or
         the termination of the Employment Agreement.


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8.       Release by ROI. Except with respect to ROI's rights pursuant to this
         Agreement, all which are hereby expressly reserved, ROI for itself and
         its directors, officers, employees, representatives, and its agents and
         its and their heirs, successors, and assigns, and each of them
         (hereinafter "ROI Releasors") waives, releases, relinquishes, and
         discharges Executive and his heirs, successors, and assigns, and each
         of them (hereinafter "Executive Releasees") from any and all claims,
         liabilities, suits, damages, actions, or manner of actions, whether in
         contract, tort, or otherwise which the ROI Releasors or any of them
         ever had, now have, or hereafter may have against the Executive
         Releasees, or any of them, whether the same be in administrative
         proceedings, in arbitration, at law, in equity, or mixed, arising from
         or relating to any act or omission prior to the Termination Date
         relating to Executive's employment by ROI or termination of the
         Employment Agreement. Notwithstanding the foregoing, in the event that
         any claim(s) is asserted against the ROI Releasors, or any of them, by
         a person or entity which is not a party to this Agreement, the ROI
         Releasors, and each of them, hereby specifically reserve and retain any
         and all rights, claims, and defenses, which they, or any of them, now
         have, have had, or would otherwise have against Executive Releasees, or
         any of them, arising out of the act(s) or omission(s) which is the
         subject matter of each claim(s) against the Executive Releasors or any
         of them.

9.       Superceded Agreement. As of the Termination Date, this Agreement
         supercedes and replaces all existing and previous agreements between
         the parties including the Employment Agreement except as specified
         herein. Notwithstanding the foregoing, the parties shall fulfill any
         and all obligations and covenants under previous agreements as required
         by such agreements until the Termination Date, and shall remain liable
         with respect to such obligations.

10.      Notice. Any notice, demand or other communications that must or may be
         given by either party hereto shall be in writing and shall be made by
         hand delivery, by overnight delivery commercial carrier (with proof of
         receipt), or by registered or certified mail, postage prepaid, receipt
         requested, addressed as follows:

                  To Response Oncology, Inc.:

                           Response Oncology, Inc.
                           1805 Moriah Woods Boulevard
                           Memphis, TN  38117
                           Attn:  Chair of Compensation Committee


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                  To Executive:

                           Patrick McDonough
                           7469 Meadow Rise Cove
                           Memphis, TN  38119

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

11.      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 principle of law or equity.

12.      Assignment. The obligations of Executive under this Agreement are
         personal in nature and he may not assign this Agreement or his rights
         or obligations, or any of his rights or obligations, under this
         Agreement, and any attempt by Executive to assign this Agreement or any
         of his rights or obligations thereunder shall be null, void, and
         without effect. ROI may assign this Agreement to any successor in
         interest, any merged or consolidated entity, any purchaser of assets of
         ROI, or any parent, affiliate or subsidiary.

13.      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.

14.      Headings. The captions used throughout this Agreement are for
         convenience only and the words contained therein shall in no way be
         held or deemed to define, limit, describe,


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         explain, modify, amplify or add to the interpretation, construction or
         meaning of any provision of or the scope or intent of this Agreement,
         nor in any way affect this Agreement.

15.      Attorney's Fees. In the event that either party commences litigation in
         order to enforce the terms of this Agreement, the party prevailing in
         such litigation shall have the right to an award for such of its
         reasonable attorney's fees and costs incurred herein.

16.      Binding Agreement. The covenants, conditions, agreements, terms and
         provisions herein contained shall be binding upon, and shall inure to
         the benefit of, the parties hereto and each of their respective
         successors, heirs, legal representatives and permitted assigns.

17.      Entire Agreement. This Agreement, including all exhibits and
         attachments, contains the final and entire agreement between the
         parties hereto, and they shall not be bound by any terms, statements,
         conditions, or representations, oral or written, express or implied,
         not herein contained unless mutually agreed to and made a part hereof.

18.      Applicable Law. This Agreement (and the terms and provisions hereof)
         shall be construed and enforced in accordance with the laws of the
         State of Tennessee, without resort or reference to the State of
         Tennessee's choice or conflict of law provisions or principles.

19.      Construction. Executive and ROI agree that each party has had the
         opportunity to consult, and has consulted with, counsel in connection
         with negotiation of the terms and conditions of this Agreement. This
         Agreement shall not be construed more strictly against any party to it
         merely by virtue of the fact that the Agreement may have been drafted
         or prepared by such party or its counsel, it being recognized that each
         party has consulted with counsel and has had the opportunity to
         contribute substantially and materially to the Agreement's preparation
         and that this Agreement has been the subject of and is the product of
         negotiations between the parties.

20.      Consideration Period. Executive has twenty-one (21) days in which to
         review this Agreement and have it reviewed by counsel, it being
         understood that, at his option, Executive shall have the right to
         execute this Agreement prior to that date. It is also understood and
         agreed that Executive shall be bound by this Agreement if not revoked
         within seven (7) days of execution of the Agreement. ROI will have no
         obligation to make the foregoing payment or provide any of the
         foregoing benefits unless and until this Agreement has been fully
         executed and the consideration period has expired without Executive
         having revoked his execution of or consent to the Agreement.

         IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.


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/s/ Patrick McDonough
------------------------------------
Patrick McDonough



Response Oncology, Inc.


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


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