<PAGE>

                              SETTLEMENT AGREEMENT


         This Settlement Agreement and Mutual General Release is entered into,
effective as of February 28, 2002 (the "Effective Date"), by and between W.
BRIAN FUERY ("FUERY"), STUNNER CORPORATION, a California corporation
("STUNNER"), U.S. CANCER MANAGEMENT CORPORATION, a Delaware corporation
("USCMC"), (all hereinafter sometimes referred to as "Defendants"), and the
USCMC-USCC Partnership, on the one hand, and U.S. CANCER CARE, INC., a Delaware
corporation ("USCC") and ONCURE TECHNOLOGIES CORP., a Florida corporation
("ONCURE"), (hereinafter sometimes jointly referred to as "Cross-Defendants"),
on the other hand.

         WHEREAS, USCC has filed a Complaint in Alameda County Superior Court,
entitled U.S. Cancer Care, Inc. vs. John J. Fuery, et al., action number
2001-028350 and,

         WHEREAS, Defendants have filed a Cross-Complaint in that same action,
entitled Brian Fuery, et al. vs. U.S. Cancer Care, Inc., et al.,

         WHEREAS, the parties now desire to settle and resolve all disputes that
exist between and among them that are connected to, arise out of or are related
to any of the claims referenced in the said litigation,

         NOW THEREFORE, the parties hereby agree as follows: Contemporaneously
with the execution of this Settlement Agreement and Mutual General Release by
all parties:

1.       A.       FUERY shall deliver to ONCURE 642,833 shares of ONCURE stock
                  that he currently owns in his name, free and clear from any
                  liens, claims, or encumbrances of any nature whatsoever,
                  together with a duly executed Stock Power transferring said
                  shares to ONCURE.

         B.       ONCURE shall pay to FUERY in cash the sum of Thirty-One
                  Thousand One-Hundred Twenty Dollars ($31,120.00).

         C.       There is currently an outstanding invoice from Randall Holt,
                  PhD Physicist, to ONCURE for $32,780.00 (the "Holt Invoice").
                  A copy of the Holt Invoice is attached hereto as Exhibit A.
                  Contemporaneously with the execution of this Settlement
                  Agreement and Mutual General Release by all parties, ONCURE
                  shall pay one-half of the Holt Invoice (Sixteen Thousand Three
                  Hundred Ninety Dollars $16,390.00) directly to Randall Holt,
                  PhD by having a check in that amount delivered to USCMC for
                  delivery to Randall Holt, PhD. USCMC shall pay the remaining
                  half of the Holt Invoice (Sixteen Thousand Three Hundred

                                                                     Page 1 of 9

<PAGE>
                  Ninety Dollars $16,390.00) to Randall Holt PhD, within thirty
                  (30) days of the Effective Date of this Settlement Agreement
                  and Mutual General Release.

         D.       USCC shall quitclaim, contribute and deliver to USCMC all the
                  furniture and equipment currently used by and in the
                  possession of USCMC at the offices leased by ONCURE at 700
                  Ygnacio Valley Road, Suite 300, Walnut Creek, California
                  ("ONCURE's Walnut Creek Office"), and any furniture and
                  equipment currently in the Ceres Warehouse, including any and
                  all equipment in the office previously occupied by Doug
                  McBride while he was an ONCURE employee (collectively, the
                  "Walnut Creek Furniture and Equipment") by means of a Bill of
                  Sale in the form attached hereto as Exhibit B.

         E.       Subject to the full performance of the obligations set forth
                  in the succeeding sentence, USCMC may occupy ONCURE's Walnut
                  Creek Office for as long as it, in its sole discretion,
                  determines, but in no event longer than twelve months
                  following the Effective Date of this Settlement Agreement and
                  Mutual General Release. In consideration for the right to
                  occupy ONCURE's Walnut Creek Office, beginning March 1, 2002,
                  USCMC shall pay ONCURE Two Thousand Five Hundred Dollars
                  ($2,500.00) per month in rent within five (5) business days of
                  receiving adequate evidence that ONCURE has paid the rent to
                  the Landlord. ONCURE, in turn, covenants and agrees to pay the
                  full monthly rent owed to the landlord of ONCURE's Walnut
                  Creek Office in a timely manner so as to insure that USCMC may
                  remain in the premises pursuant to the terms of this paragraph
                  1E. In addition, USCMC and ONCURE will use their best efforts
                  to (i) find suitable alternative office space for USCMC in the
                  same building as ONCURE's Walnut Creek Office and (ii) secure
                  from the landlord a termination of ONCURE's lease for ONCURE's
                  Walnut Creek Office.

         F.       Within 15 days of the Effective Date of this Settlement
                  Agreement and Mutual General Release, ONCURE shall deliver to
                  USCMC a Letter of Credit issued from a federally chartered
                  bank in the amount of twenty seven thousand, one hundred
                  dollars ($27,100.00) to be held by USCMC as security for the
                  faithful performance by ONCURE of its rent payment obligations
                  to the landlord of the Walnut Creek Office. Provided ONCURE is
                  not in default of its rent payment obligations to the landlord
                  of the Walnut Creek Office, at the earlier of the first
                  anniversary of the Effective Date of this Settlement Agreement
                  and Mutual General Release or the termination of the lease for
                  ONCURE's Walnut Creek Office as contemplated in the last
                  sentence of the preceeding paragraph 1E, USCMC shall return
                  the Letter of Credit to ONCURE. If at any time during the
                  twelve month period following the Effective Date of this
                  Settlement Agreement and Mutual General Release that USCMC
                  occupies ONCURE's Walnut Creek Office ONCURE fails to pay its
                  rent obligations to the landlord where such failure to pay
                  continues for a period of ten (10) days after written notice
                  thereof

                                                                     Page 2 of 9

<PAGE>

                  from USCMC to ONCURE, USCMC may, provided it is not in default
                  of its rent obligations to ONCURE as provided in paragraph 1E
                  above, appropriate and apply any portion of the Letter of
                  Credit provided pursuant to this paragraph 1F to payment of
                  overdue rent to the landlord of the Walnut Creek Office.
                  Should ONCURE not deliver the Letter of Credit as required
                  herein, then this entire Agreement shall be null and void.

         G.       USCMC shall assume and agree to pay when due all obligations
                  of ONCURE arising under or in connection with that certain
                  Promissory Note dated August 9, 2001 issued by ONCURE to the
                  order of Jeff Summers in the original principal amount of One
                  Hundred Sixty Thousand Dollars ($160,000.00)(the "Summers
                  Note") and provide ONCURE with a release of any liability
                  under the Summers Note. A copy of the Summers Note is attached
                  hereto as Exhibit C. USCMC hereby further agrees to defend and
                  indemnify ONCURE, and hold ONCURE harmless, from and against
                  any and all claims, demands, causes of action, expenses
                  (including, without limitation, reasonable attorneys' fees),
                  judgments and the like arising out of, or in connection with,
                  the Summers Note.

         H.       Cross-Defendants shall quitclaim, transfer and deliver to
                  FUERY any ownership rights they may have in the USCMC-USCC
                  Partnership, a California General Partnership, and execute any
                  and all documents requested of them to accomplish this result.

         I.       ONCURE shall, contemporaneously with the execution of this
                  Settlement Agreement and Mutual General Release, execute and
                  consent to an assignment agreement, in any form required by
                  The Permanente Medical Group, whereby The Permanente Medical
                  Group agrees to assign The Professional Services Agreement for
                  Radiology Services to USCMC.

         J.       The parties hereto further agree to the following release
                  terms:


2.                             MUTUAL RELEASE AGREEMENT
                               ------------------------



         For the consideration above referenced, and with the exception of the
         representations, understandings, promises and obligations arising under
         this Settlement Agreement and Mutual General Release, each party, being
         of lawful age, on behalf of himself or itself and each party's heirs,
         successors, administrators, personal representatives, executors,
         assigns, agents, insurers, officers, directors, shareholders,
         employees, principals, partners, servants and employees, hereby:


                                                                     Page 3 of 9

<PAGE>

         A.       Fully releases, acquits and forever discharges each of the
                  other parties to this Settlement Agreement and Mutual General
                  Release, including their representatives, agents, servants,
                  employees, heirs, successors, administrators, executors,
                  attorneys, co-partners, co-venturers, insurers, stockholders,
                  predecessors, officers, directors, shareholders, parent and
                  subsidiary organizations, affiliates and assigns (hereinafter
                  referred to as "Releasees") of and from any and all actions,
                  causes of action, rights, claims, demands, damages, costs,
                  loss of service, expenses, liabilities, attorneys' fees, and
                  debts whatsoever, in law or in equity, whether known or
                  unknown, suspected or unsuspected which each party may now
                  have against the Releasees based upon, related to, arising out
                  of, or in anyway connected with the matters alleged in, or
                  that could have been alleged in, that certain Complaint filed
                  October 23, 2001, in the Superior Court of the State of
                  California, County of Alameda, entitled U.S. CANCER CARE, INC.
                  vs. JOHN J. FUERY, et al., and that certain Cross-Complaint
                  filed in the same action entitled BRIAN FUERY et al. vs. U.S.
                  CANCER CARE, INC. et al., Action No. 2001-028350 (the
                  "Action"), including, without limitation, any facts, matters,
                  and circumstances alleged in those or any subsequent or prior
                  pleadings in the Action or any facts arising out of any
                  discovery in said Action and any obligations of the parties
                  identified in this Settlement Agreement and Mutual General
                  Release to refrain from competing with the other, pursuant to
                  any prior agreements between the parties to this Agreement.
                  The parties expressly understand and agree that nothing in
                  this Settlement Agreement and Mutual General Release,
                  including, but not limited to, this paragraph 2(A) is intended
                  to nor does it release any claims any parties hereto may have
                  against John J. Fuery, M.D. or the Oncology Corporation, a
                  California corporation.

                  As a material part of the consideration for this Mutual
                  General Release, each of the parties hereto, as necessary and
                  appropriate, shall forthwith upon this Settlement Agreement
                  and Mutual General Release becoming effective, as hereinafter
                  set forth, cause a Request for Dismissal with Prejudice, to be
                  filed in the Action so as to cause a dismissal with prejudice
                  of any and all claims or causes of action asserted against
                  U.S. CANCER CARE, INC., a Delaware corporation, ONCURE
                  TECHNOLOGIES CORP., a Florida corporation, BRIAN FUERY,
                  STUNNER CORPORATION, a California corporation and U.S. CANCER
                  MANAGEMENT CORPORATION, a Delaware corporation.

         B.       Agrees to refrain and forebear from commencing, instituting or
                  participating in, either as a named or unnamed party, any
                  lawsuit, action or other proceedings against Releasees,
                  whether brought by any party, or by others on each party's
                  behalf, based on or arising out of any of the facts or
                  circumstances described in Paragraph 2(A) above.


                                                                     Page 4 of 9

<PAGE>

         C.       Agrees that no representation or promise not expressly
                  contained in this Settlement Agreement and Mutual General
                  Release has been made and further acknowledges that each party
                  is not entering into this Settlement Agreement and Release on
                  the basis of any promise or representation, express or
                  implied, not otherwise contained herein. This Settlement
                  Agreement and Release contains the entire agreement between
                  the parties hereto and the terms hereof are contractual and
                  not a mere recital. This Settlement Agreement and Release
                  supersedes any prior agreement and contains the entire
                  agreement of the parties on the matters covered. Each party
                  hereto has fully and personally investigated the subject
                  matters of this Settlement Agreement Release Agreement,
                  consulted such independent counselors as required, and do not
                  rely on any statement of fact or opinion of any other party to
                  this Settlement Agreement and Release.

         D.       Acknowledges and agrees that this Mutual General Release is a
                  release of all claims for injuries and damages to person
                  and/or property, whether such injuries and damages be known or
                  unknown, foreseen or unforeseen, patent or latent that each
                  party may have against the Releasees.

         E.       Acknowledges and agrees that he or it has read and fully
                  understands the statutory language of Section 1542 of the
                  Civil Code of the State of California and on that basis
                  expressly and specifically waives application of California
                  Code of Civil Code Section 1542, which reads as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."

         F.       Agrees that he or it has not, nor will in the future, assign,
                  hypothecate, transfer, pledge or purport to do so, in any
                  manner, to any entity, person, or corporation, any claim,
                  action, right, demand, or cause of action based on, or arising
                  out of or in connection with, any matter, fact or thing
                  described in Paragraph 1 above. The parties further agree
                  that, with the exception of the claims set forth in the
                  Complaint and Cross-Complaint in the Action, there is no
                  litigation pending with respect to the facts, circumstances,
                  matters or events, which are the subject matter hereof, and
                  that no party hereto has pledged said rights as security for
                  performance of any obligation or otherwise encumber said
                  rights.


3.       Each party hereto acknowledges and agrees that this Settlement
         Agreement and Mutual General Release is a compromise of disputed
         claims, and that the payments made hereunder are not to be construed as
         an admission of liability on the part of any party hereto, by whom such
         liability is expressly denied.

                                                                     Page 5 of 9

<PAGE>

4.       Each party hereto agrees that in the event any party hereto engages the
         services of an attorney to bring suit to enforce, interpret, or
         otherwise construe the whole or any part of this Settlement Agreement
         and Mutual General Release, or for damages on account of any breach of
         covenant contained herein, or to quiet title, or to enforce any other
         claim or cause of action arising out of the circumstances surrounding
         the execution of this Settlement Agreement and Mutual General Release,
         the prevailing party in any such litigation shall be entitled to
         recover from the other reasonable attorneys' fees and costs incurred
         therein as part of any judgment awarded by the court or settlement in
         which such litigation is sought to be determined.

5.       Each party hereto acknowledges that the parties to this Settlement
         Agreement and Mutual General Release have been represented by
         independent counsel of their own choosing, or have been afforded
         sufficient opportunity so to do, with respect to this transaction, and
         the preparation and execution of this Settlement Agreement and Mutual
         General Release. Each party hereto hereby acknowledges, understands and
         agrees that this Agreement and Release has been executed voluntarily
         and of each party's own free will, that each party has been represented
         by, or has been afforded sufficient opportunity to consult independent
         income tax, legal, real estate and other such advisors of their own
         choice and that each party's decision to execute this Agreement is
         based upon his own independent consultations with such independent
         advisers and not upon any advice, inducements or representations by any
         other party hereto, or by any person, firm or entity on their behalf,
         except as specifically set forth herein. Each party and/or his or its
         counsel have reviewed this Settlement Agreement and Mutual General
         Release and specifically agree that any rule of construction, to the
         effect that ambiguities are to be resolved against the drafting party,
         shall not apply to the interpretation of this Agreement and Release.

6.       The parties hereto agree that time is of the essence with respect to
         all aspects of this Settlement Agreement and Mutual General Release.

7.       Other than as set forth in paragraph 4, hereinabove, the parties hereto
         shall bear their own expenses, including all attorneys' fees and costs,
         incurred in connection with the Action.

8.       The parties hereto agree that this Settlement Agreement and Mutual
         General Release contains the entire agreement of the parties hereto and
         supersedes any prior written or oral agreements between them concerning
         the subject matter contained herein. There are no representations,
         agreements, arrangements or understandings, oral or written, between or
         among the parties hereto, relating to the subject matter contained in
         this Settlement Agreement and Mutual General Release which are not
         fully expressed herein.

9.       The parties hereto agree that all words used in this Settlement
         Agreement and Mutual General Release shall be construed to include the
         plural as well as the singular number, and words used herein in the
         present tense shall include the future as well as the past, and words
         used in the masculine gender shall include the feminine and neuter
         gender. Should

                                                                     Page 6 of 9

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         any provision of this Settlement Agreement and Mutual General Release
         require judicial interpretation, it is agreed that the court
         interpreting or construing the same shall not apply a presumption that
         the terms hereof shall be more strictly construed against one (1) party
         by reason of the rule of construction that a document is to be
         construed more strictly against the person who himself or through his
         agent prepared the same, it being agreed that both parties have
         participated in the preparation hereof. The provisions of this
         Settlement Agreement and Mutual General Release are severable and the
         invalidity of any portion shall not invalidate the remainder.

10.      No amendment, modification, change or alteration of the terms and
         conditions of this Settlement Agreement and Mutual General Release
         shall be effective for any purpose whatever unless reduced to writing
         and signed by all of the parties hereto.

11.      This Settlement Agreement and Mutual General Release shall become
         effective upon execution of the Settlement Agreement and Mutual General
         Release by all parties hereto, which may be accomplished by way of
         counterparts. Upon full execution, the effective date of this
         Settlement Agreement and Mutual General Release shall be deemed the
         date first shown above.

12.      The parties hereto agree that the terms of this Settlement Agreement
         and Mutual General Release shall bind and inure to the benefit of the
         respective heirs, personal representatives, successors in interest and
         assigns of each of the parties hereto; and the terms of this Agreement
         and Release, when applicable, shall survive the execution of any deed,
         promissory note, deed of trust or close of escrow for the consummation
         of this transaction.


13.      Any Notice(s) required under this Settlement Agreement and Mutual
         General Release shall be sent to as follows:
         To Cross-Defendants: Rick Baker, OnCure Technologies Corp., 7450 East
         River Road, Suite 3, Oakdale California 95361
         To Defendants: W. Brian Fuery, 700 Ygnacio Valley Road, Suite 300,
         Walnut Creek, California 94596.

14.      This Settlement Agreement and Mutual General Release shall be construed
         and interpreted in accordance with the laws of the State of California
         and venue for any disputes shall be in Contra Costa, California.

THE PARTIES ACKNOWLEDGE THAT EACH PARTY HERETO HAS CAREFULLY READ THE FOREGOING,
INCLUDING, BUT NOT LIMITED TO, THE RELEASE AGREEMENT AND KNOWS THE CONTENTS
THEREOF, AND THAT EACH PARTY SIGNS THE SAME AS HIS OR ITS OWN FREE ACT.

                                                                     Page 7 of 9

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             CAUTION - THIS CONTAINS A RELEASE - READ BEFORE SIGNING


Dated: February 28, 2002                             /s/ W. Brian Fuery
                                                     --------------------------
                                                     W. BRIAN FUERY


Dated: February 28, 2002                             STUNNER CORPORATION


                                                     /s/ W. Brian Fuery
                                                     --------------------------
                                                     By: President


Dated: February 28, 2002                             U.S. CANCER MANAGEMENT
                                                     CORPORATION


                                                     /s/ W. Brian Fuery
                                                     --------------------------
                                                     By:  General Partner



Dated: February 28, 2002                             USCMC-USCC PARTNERSHIP

                                                     /s/ W. Brian Fuery
                                                     --------------------------
                                                     By:  General Partner




Dated: February 28, 2002                             U.S. CANCER CARE, INC.


                                                     /s/ Jeffrey A. Goffman
                                                     --------------------------
                                                     By:  President



Dated: February 28, 2002                             ONCURE TECHNOLOGIES, CORP.


                                                      /s/ Jeffrey A. Goffman
                                                      --------------------------
                                                      By: President

                                                                     Page 8 of 9

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APPROVED AS TO FORM:

Dated: February 28, 2002                          LAW OFFICES OF STEPHEN M. KASS
                                                  Professional Corporation


                                                  /s/ Stephen M. Kass
                                                  --------------------------
                                                  By:  Stephen M. Kass


Dated: February 28, 2002                          JONES, BOTHWELL & DION, LLP


                                                  /s/ Paul J. Dion
                                                  --------------------------
                                                  By:  Paul J. Dion















                                                                     Page 9 of 9