AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                            WORLDWIDE EQUIPMENT CORP.
                              A FLORIDA CORPORATION

                                       AND

                              US CANCER CARE, INC.
                             A DELAWARE CORPORATION

                             DATED: DECEMBER 5, 2000


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                      AGREEMENT AND PLAN OF REORGANIZATION

                            WORLDWIDE EQUIPMENT CORP.
                                       AND
                              US CANCER CARE, INC.

     This  Agreement  and  Plan of  Reorganization  ("Agreement"),  dated  as of
December 5, 2000, among WORLDWIDE  EQUIPMENT CORP. ("WEC"), US CANCER CARE, INC.
("USCC"), A DELAWARE  Corporation;  and the shareholders of US CANCER CARE, INC.
("USCC Shareholders").

                              W I T N E S S E T H:

         WHEREAS, USCC and WEC are corporations duly organized under the laws of
the States of Delaware and Florida, respectively.

         WHEREAS,  the USCC Shareholders are the owners of all of the issued and
outstanding  common and preferred stock of USCC. It is the intention that all of
the issued and  outstanding  common  stock of USCC shall be  acquired  by WEC in
exchange  solely for its voting  stock.  For federal  income tax  purposes it is
intended that this exchange shall qualify as a reorganization within the meaning
of SEC 368  (a)(1)(B)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

         WHEREAS, WEC and the USCC Shareholders agree that (i) all of the common
shares issued and  outstanding of USCC shall be exchanged with WEC for 6,741,942
shares of the common stock of WEC, representing 83.24% of the outstanding common
shares;  (ii) all the series A preferred  stock of USCC shall be  exchanged  for
1000  Series  B  voting  preferred  shares  of WEC and  (iii)  all the  Series B
preferred  stock of USCC shall be exchanged  for 1000 Series C voting  preferred
shares of WEC,  and all the Series C preferred  stock of USCC shall be exchanged
for 1000 Series D voting preferred shares of WEC.

         WHEREAS, the parties hereto wish to enter into this Agreement, pursuant
to the provisions of the Florida Statutes.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                    ARTICLE I

                                THE CONSIDERATION

         1.1 THE TRANSACTION.  Subject to the conditions set forth herein on the
"Effective Date" (as herein defined),  all common Shareholders of USCC as of the
Effective  Date shall  exchange  all of their shares of USCC for up to 6,741,942
common shares of WEC common stock and the Series A Preferred Stock of USCC shall

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be exchanged for 1000 Series B voting preferred shares of WEC and all the Series
B Preferred Stock of USCC shall be exchanged for 1000 Series C voting  preferred
shares of WEC,  and all the Series C Preferred  Stock of USCC shall be exchanged
for 1000 Series D voting preferred shares of WEC. The transactions  contemplated
by this Agreement shall be completed at a closing  ("Closing") on a closing date
("Closing  Date")  which  shall  be as soon as  possible  after  all  regulatory
approvals and  shareholder  approvals are obtained in accordance with law as set
forth in this Agreement, but no later than 30 days after date hereof.

         On the Closing  Date,  all of the  documents to be furnished to WEC and
USCC,  including the  documents to be furnished  pursuant to Article VII of this
Agreement,  shall be delivered to M.A.  Littman,  to be held in escrow until the
Effective  Date or the date of termination of this  Agreement,  whichever  first
occurs,  and  thereafter  shall be promptly  distributed to the parties as their
interests may appear.

         1.2 THE  EXCHANGE.  At the Effective  Date,  USCC shall become a wholly
owned  subsidiary of WEC.  USCC's  shareholders  shall  receive  voting stock as
follows:

                  WEC shall issue six million seven hundred  forty-one  thousand
                  nine hundred and forty-two  (6,741,942)  restricted  shares of
                  its presently  authorized and un-issued stock common stock for
                  each share of USCC common  stock  acquired  which is presented
                  for exchange.

                  WEC shall issue 1000 restricted  shares of its Series B voting
                  preferred  stock  in  exchange  of all  the  USCC  issued  and
                  outstanding  Series A  preferred  stock.  WEC shall issue 1000
                  restricted  shares of its Series C voting  preferred  stock in
                  exchange  of all the  USCC  issued  and  outstanding  Series B
                  preferred stock. WEC shall issue 1000 restricted shares of its
                  Series D voting  preferred  stock in  exchange of all the USCC
                  issued and outstanding Series C preferred stock.

         1.3 THE  EFFECTIVE  DATE.  If this  Agreement  is duly  adopted  by the
holders of the requisite  number of shares,  in accordance  with the  applicable
laws and  subject  to the other  provisions  hereof,  such  documents  as may be
required by law to accomplish  the  Agreement  shall be filed as required by law
and the  appropriate  share  exchange to  effectuate  same,  and it shall become
effective on December____ or such other date as designated by Michael A. Littman
shall be the Effective Date for the Agreement.

                                   ARTICLE II

                         ISSUANCE AND EXCHANGE OF SHARES

         2.1 THE TRANSACTION.  The shares of $.001 par value common stock of WEC
shall be issued by it to USCC common shareholders at closing.

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         2.2 THE  EXCHANGE  AGENT.  The stock  transfer  books of USCC  shall be
closed on the Effective  Date,  and thereafter no transfers of the stock of USCC
shall be made.  USCC shall  appoint an exchange  agent  ("Exchange  Agent"),  to
accept surrender of the certificates representing the common shares of USCC, and
to deliver in exchange for such surrendered certificates, shares of common stock
of WEC. The  authorization  of the Exchange Agent may be terminated by WEC after
six months following the Effective Date. Upon termination of such authorization,
any shares of USCC and any funds held by the Exchange  Agent for payment to USCC
shareholders  pursuant  to this  Agreement  shall be  transferred  to WEC or its
designated  agent who shall  thereafter  perform the obligations of the Exchange
Agent. If outstanding certificates for shares of USCC are not surrendered or the
payment for them not  claimed  prior to such date on which such  payments  would
otherwise  escheat to or become the property of any governmental unit or agency,
the unclaimed  items shall,  to the extent  permitted by abandoned  property and
other  applicable  law, become the property of WEC (and to the extent not in its
possession  shall be paid over to it),  free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange  Agent nor any party to this  Agreement  shall be liable to
any holder of USCC shares for any amount paid to any governmental unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.

         2.3 NO FRACTIONAL  SHARES.  No fractional  shares of WEC stock shall be
issued as a result of the  Agreement.  Shares shall be rounded to nearest  whole
share.

                                   ARTICLE III

                           REPRESENTATIONS, WARRANTIES
                              AND COVENANTS OF USCC

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of USCC as  individuals,  except as and to the extent
stated in this Agreement or in a separate written  statement,  if any (the "USCC
Disclosure  Statement").  USCC hereby represents,  warrants and covenants to WEC
except as stated in the USCC Disclosure Statement, as follows:

         3.1  ORGANIZATION  AND  GOOD  STANDING.  USCC  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  with full power and  authority to own or lease its  properties  and to
carry on its business as presently  being  conducted  and enter into and perform
each  of the  transactions,  covenants  and  agreements  provided  for  in  this
Agreement.

         3.2 EXECUTION AND PERFORMANCE AUTHORIZED.  The execution,  delivery and
performance  of this  Agreement and all other  documents and related  agreements
contemplated hereunder, have been duly approved by USCC's board of directors and
shareholders;  such execution and delivery and the  consummation  by USCC of the

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transactions,  covenants and  agreements  contemplated  hereunder have been duly
authorized  by the  taking of all  necessary  corporate  action;  and no further
action is required  to be taken by law and/or  pursuant  to the  certificate  of
incorporation, by-laws or otherwise of USCC to authorize the execution, delivery
and/or  performance of this Agreement,  and/or the taking of all action required
to be taken by USCC with respect to this Agreement and the  consummation  of the
transactions  and  performance  of  this  Agreement  and  the  other  agreements
contemplated  hereunder.  The  Agreement  and the other  documents  contemplated
hereunder,  are  valid  and  binding  and  fully  enforceable  against  USCC  in
accordance with their respective terms,  subject, as to enforcement of remedies,
to applicable bankruptcy, insolvency, reorganization,  moratorium and other laws
affecting  the rights of creditors  generally  and the  discretion  of courts in
granting  equitable  remedies.  No  consent,  authorization,   approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal is required by USCC for the execution, delivery, or performance of this
Agreement and the other agreements referred to herein.

         3.3  ABSENCE  OF  LITIGATION.  There is no  material  action,  lawsuit,
proceeding or  investigation of any kind or nature pending or, to its knowledge,
threatened against USCC before any court,  tribunal or administrative  agency or
board  which  it  reasonably  expects,  individually  or in  the  aggregate,  to
materially  and  adversely:  (a)  affect  the  financial  condition,  results of
operations,  or  prospects  of USCC,  (b)  affect its  ability  to  perform  its
obligations  hereunder,  or (c) render any one or more of this Agreement  and/or
any of the agreements  referred to herein and/or the  transactions  contemplated
hereunder void or voidable.

         3.4 NO OTHER  DEFAULT  AND  CONDUCT  OF  BUSINESS.  The  execution  and
delivery of this Agreement and the other agreements  referred to herein, and the
consummation of the transactions  contemplated  hereunder will not conflict with
or  violate or require  any  consent  under and will not result in any breach or
termination  of  certificate  of  incorporation  or by-laws  of USCC,  any other
agreement to which USCC is a party or by which its properties are subject, or by
which  it  is  bound,  or  any  statute,  judgment,  order,  or  decree  of  any
governmental or regulatory authority. USCC is not in violation of, or in default
under,  (i) any term or  provision  of its  constitutional  documents;  (ii) any
material term or provision or any financial covenant of any indenture, mortgage,
contract,  commitment or other agreement or instrument to which it is a party or
by which it or any or its properties or business is or may be bound or affected;
or (iii) any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree  of any  governmental  agency  or  court,  domestic  or  foreign,  having
jurisdiction over it or any of its properties or business.  USCC owns, possesses
or has obtained all  governmental and other licenses,  permits,  certifications,
registrations,  approvals or consents and other authorizations  necessary to own
or lease,  as the case may be, and to operate its  properties and to conduct its
business or operations  as presently  conducted  and all such  governmental  and
other licenses, permits, certifications,  registrations, approvals, consents and
other  authorizations  are  outstanding  and in good standing,  and there are no

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proceedings pending or, to the best of its knowledge,  threatened,  or any basis
therefor existing, seeking to cancel, terminate or limit such licenses, permits,
certifications,  registrations,  approvals  or  consents or  authorizations,  or
related  to the  breach  or  failure  to  comply  of USCC  with any  law,  rule,
regulation,  judgment,  order or decree and USCC has  operated  its  business in
material compliance with all applicable laws, rules, and regulations;

         3.5 PERMITS AND FILINGS.  There is no requirement applicable to USCC to
make any further filing with, or to obtain any permit, authorization, consent or
approval of, any  governmental or other  regulatory  authority as a condition of
the lawful consummation of the transactions contemplated under this Agreement.

         3.6 CORPORATE  DOCUMENTS.  USCC has furnished to WEC true,  correct and
complete  copies of its certificate of  incorporation,  by-laws and minute book,
and a  certificate  of good  standing  from the State of Delaware  dated  within
thirty (30) days of the Closing Date.  The minute book contains a record,  which
is complete  and  accurate in all  material  respects,  of all  meetings and all
corporate  actions of the  shareholders  and Board of Directors of USCC. USCC is
not in material  violation  or breach of, or in default with respect to, (a) any
term of its constitutional  documents or any agreement to which it is a party or
by which its assets are bound, or (b) any law, rule, regulation, judgment, order
or decree of any governmental agency or court having jurisdiction over it or its
assets.

         3.7  CAPITALIZATION.  The authorized  capital stock of USCC consists of
shares of common stock of which 5,141,942 shares are issued and outstanding, and
5,000,000  shares of preferred stock, of which 1,000 shares have been issued and
designated  Series  A  Preferred  Stock,  1,000  shares  have  been  issued  and
designated  Series B  Preferred  Stock;  and 1,000  shares  have been issued and
designated Series C Preferred Stock ("USCC Stock")  ("Outstanding  USCC Stock").
The shares of Outstanding USCC Stock are duly authorized,  validly issued, fully
paid, and  nonassessable.  Except as set forth on Schedule 3.7, there are not as
of the date hereof any shares of capital  stock issued and  outstanding,  or any
options, warrants, subscriptions, calls, rights, convertible securities or other
agreements or commitments to issue, transfer, or sell its capital stock.

         3.8 TAX AND OTHER  LIABILITIES.  USCC has no  liability  of any nature,
accrued,  absolute  or  contingent,   secured  or  unsecured  including  without
limitation  liabilities  for payroll and other employee taxes,  federal,  state,
local,  or foreign taxes or  liabilities  to customers or suppliers,  other than
liabilities  which are  reflected  on the  Financial  Statements,  as defined in
Section 3.19. Except for the liabilities included on the Financial Statement, as
of the date of such Financial Statement,  USCC had no liabilities,  either fixed
or  contingent,  which would have been required to be recorded  under GAAP as of
such  date,  and to the  knowledge  of  USCC  no such  liabilities,  other  than
liabilities  arising in the ordinary  course of business and/or pursuant to this
Agreement  have accrued  and/or will accrue  between such date and the Effective

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Date.  USCC has filed all  federal,  state,  municipal  and local tax returns or
proper extensions (whether relating to income,  sales,  franchise,  withholding,
real or personal  property or otherwise)  required to be filed under the laws of
the United  States  and all  applicable  states,  and has paid in full all taxes
which are due  pursuant  to such  returns  or  claimed  to be due by any  taxing
authority or otherwise due and owing.  No penalties or other charges are or will
become due with  respect to the late filing of any such  return.  To the best of
the knowledge of USCC, after due investigation,  each such tax return heretofore
filed by USCC correctly and accurately  reflects the amount of its tax liability
thereunder. USCC has withheld, collected and paid all other levies, assessments,
license fees and taxes to the extent required and, with respect to payments,  to
the extent that the same have become due and payable;

         3.9   LITIGATION   AND  CLAIMS.   There  is  no  material   litigation,
arbitration,  claim,  governmental or other proceeding (formal or informal),  or
investigation  pending or, or to the knowledge of USCC threatened,  with respect
to USCC or any of its business, properties, or assets.

         3.10 PROPERTIES. As of the Effective Date, USCC will have good title to
all properties and assets used in its business or owned by it.

         3.11 CONTRACTS AND OTHER INSTRUMENTS. USCC is not in material breach or
material  violation of or default under any contract or instrument to which USCC
is a party and/or by which its assets are bound; and no event has occurred which
with the lapse of time or action by a third  party  could  result in a  material
breach or material  violation  of or default by USCC under any contract or other
instrument  to which  USCC is a party of by  which it or any of its  assets  are
bound or affected, nor is there any court or regulatory order pending against or
affecting USCC and/or any of its assets.

         3.12  EMPLOYEES.  USCC has no employee and no welfare benefit plans (as
defined in Section 3(3) of the Employee  Retirement  Income Security Act of 1974
("ERISA")  or otherwise of any kind,  nature or  description,  other than a 401K
plan.

         3.13 PRE CLOSING  ACTIVITY.  Prior to entering into this  Agreement and
Plan of Reorganization, USCC entered into a Merger Agreement with Florida Cancer
Center - Beaches,  P.A. USCC shall not enter into or consummate any transactions
prior to the Closing other than in the ordinary  course of business and will pay
no dividend,  or increase the compensation of any officer,  director or employee
and will not enter into any  transaction  or  agreement  which  would  adversely
affects its  financial  condition.  USCC shall deliver to WEC at or prior to the
Closing copies of any and all reports  relating to the financial and/or business
condition of USCC which are created or published  subsequent  to the date hereof
together with any reports or  communications  sent to the  stockholders  of USCC
subsequent to the date hereof.

         3.14  ACCURACY.  No  statement,  representation  or warranty  contained
herein,  in any certificate  delivered  pursuant to this Agreement and/or in any

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report filed with the Securities Exchange Commission (the "Commission") contains
or will contain any untrue  statement  of a material  fact or omits to state any
material fact necessary to make such statement,  representation  or warranty not
misleading.

         3.15 PURCHASE FOR INVESTMENT  PURPOSES.  The  shareholders  of USCC are
acquiring the WEC Common Stock as a result of this  transaction  for  investment
purposes only and not with the view to the resale or distribution  thereof. Each
of the  shareholders  of USCC is an "accredited  investor" under the regulations
promulgated  under  the  Securities  Act of 1933 or  otherwise  meets one of the
definitions for persons entitled to acquire unregistered  securities pursuant to
an  exemption  from  registration  under  the  33  Act.  Neither  USCC  nor  its
shareholders have received and/or relied upon any  representations or warranties
from WEC other than those contained in this Agreement and the attached schedules
or exhibits  hereto.  USCC represents and warrants that it and its  shareholders
have such  knowledge and  experience in financial and business  matters as to be
capable of evaluating the merits and risks of its investment in WEC Stock.

         3.16 INTELLECTUAL PROPERTY. All trade names,  inventions,  discoveries,
ideas, research, engineering,  methods, practices, processes, systems, formulae,
designs, drawings, products, projects, improvements, developments, know-how, and
trade  secrets  which  are  used in the  conduct  of  USCC's  business,  whether
registered or unregistered  (collectively the "Proprietary Rights") are owned by
USCC. To the knowledge of each Seller and USCC,  USCC created or developed  such
Proprietary   Rights  and  such  Proprietary  Rights  are  not  subject  to  any
restriction,  lien, encumbrance,  right, title or interest in others. All of the
foregoing  Proprietary  Rights that are not in the public domain stand solely in
the  name of USCC  and not in the name of any  shareholder,  director,  officer,
agent,  partner or  employee  or anyone  else known to USCC and none of the same
have any right,  title,  interest,  restriction,  lien or encumbrance therein or
thereon or thereto.  To the knowledge of USCC,  USCC's  ownership and use of the
Proprietary  Rights do not and will not infringe upon,  conflict with or violate
in any  material  respect any patent,  copyright,  trade  secret or other lawful
proprietary  right  of any  other  party,  and no claim is  pending  or,  to the
knowledge of USCC, threatened to the effect that the operations of USCC infringe
upon or conflict  with the asserted  rights of any other person under any of the
Proprietary  Rights,  and to the knowledge of USCC there is no reasonable  basis
for any such claim (whether or not pending or threatened).  No claim is pending,
or to the knowledge of USCC,  threatened to the effect that any such Proprietary
Rights owned or licensed by USCC, or which USCC  otherwise has the right to use,
is invalid or  unenforceable  by USCC and there is no  reasonable  basis for any
such claim (whether or not pending or threatened).

         3.17 A. NO  UNDISCLOSED  LIABILITIES.  USCC does not have any  material
liabilities  or   obligations,   including,   without   limitation,   contingent
liabilities for the performance of any obligation, except for (i) liabilities or
obligations  which are  disclosed  or fully  provided  for in  USCC's  Financial
Statements,  (ii)  liabilities or obligations  disclosed in this Agreement or in
any Exhibit or Schedule to this Agreement,  and (iii)  liabilities not in excess
of $500,000 in the aggregate.

<PAGE>

         B.  ENVIRONMENTAL  MATTERS.  (i) USCC has not  received  notice  of any
violation of or  investigation  relating to any  environmental or pollution law,
regulation,  or  ordinance  with  respect to assets now or  previously  owned or
operated by USCC that has not been fully and finally resolved; (ii) All permits,
licenses  and other  authorizations  which are  required  under  United  States,
federal,  state,  provincial  and  local  laws  with  respect  to  pollution  or
protection  of the  environment  ("Environmental  Laws")  relating to assets now
owned or operated by USCC or any of its  subsidiaries,  including  Environmental
Laws  relating  to actual or  threatened  emissions,  discharges  or releases of
pollutants,   contaminants   or   hazardous   or  toxic   materials   or  wastes
("Pollutants"),  have been  obtained  and are  effective,  and,  with respect to
assets  previously  owned or operated by USCC,  were obtained and were effective
during  the time of  USCC's  operation;  (iii)  To the  knowledge  of  USCC,  no
conditions  exist on,  in or about the  properties  now or  previously  owned or
operated by USCC or any third-party properties to which any Pollutants generated
by USCC  were  sent or  released  that  could  give  rise on the part of USCC to
liability  under  any   Environmental   Laws,  claims  by  third  parties  under
Environmental  Laws or under common law or the  occurrence of costs to avoid any
such  liability or claim;  and (iv) to the  knowledge of USCC,  all operators of
USCC's  assets  are  in  compliance  with  all  terms  and  conditions  of  such
Environmental  Laws,  permits,  licenses  and  authorizations,  and are  also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations, schedules and timetables contained in
such laws or contained in any regulation,  code, plan, order, decree,  judgment,
notice or demand letter issued,  entered,  promulgated  or approved  thereunder,
relating to USCC's assets.

         3.18  CERTIFICATE.  The  representations,   warranties,  covenants  and
agreements of USCC contained in this Agreement,  including,  without limitation,
those  contained  in this  Article  III,  are true,  accurate and correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete, in all respects, as of the Closing.

         3.19     FINANCIAL STATEMENTS AND CONDITION.

                  (a) USCC has  delivered to WEC a true,  correct,  and complete
copy of its audited  balance sheet,  statement of income,  statement of retained
earnings, and statement of cash flows of USCC for the fiscal year ended December
31, 1999 ("Audited Financial  Statements"),  and a true,  correct,  and complete
copy of its unaudited  financial  statements  for the period ending  October 31,
2000 (the "Interim  Statements",  the Audited  Financial  Statements and Interim
Statements collectively the "Financial Statements").

                  (c) The Financial  Statements were prepared in accordance with
generally  accepted   accounting   principles  ("GAAP")   consistently   applied
throughout the period involved,  are true,  correct and complete in all material

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respects,  are in  accordance  with the books  and  records  of USCC and  fairly
present (and will fairly present) together with the notes thereto, the financial
position and results of operations of USCC for the periods therein indicated.

                  (d) Since the date of the USCC Audited  Financial  Statements,
there  have not been,  nor prior to the  Closing  will  there be,  any  material
adverse changes in the business or condition, financial or otherwise, of USCC.

                                   ARTICLE IV

                REPRESENTATIONS, WARRANTIES AND COVENANTS OF WEC

         In order to induce USCC to execute and perform this Agreement, WEC does
hereby   represent,   warrant,   covenant  and  agree  (which   representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Date) as follows:

         4.1  ORGANIZATION AND QUALIFICATION.

                  (a) WEC is a corporation duly organized, validly existing, and
in good  standing  under the laws of Florida,  with full power and  authority to
own, or lease its properties and to carry on its business as presently conducted
and enter into and perform each of the  transactions,  covenants and  agreements
provided for in this  Agreement.  WEC is duly qualified to transact the business
in which it is engaged and is in good standing as a foreign corporation in every
jurisdiction in which its ownership,  leasing,  licensing, or use of property or
assets or the conduct of its business makes such qualification necessary.

                  (b) WEC has  furnished to USCC its  Articles of  Incorporation
and  By-Laws,  as  presently  in  effect,  certified  by  the  Secretary  of the
corporation.  WEC is not in  violation  or breach of, or in default with respect
to, any term of its Certificate of Incorporation or By-Laws.

                  (c)  Except  as  set  forth  in  Schedule   4.1,  WEC  has  no
outstanding preferred stock, conversion rights, options or warrants.

         4.2 EXECUTION AND PERFORMANCE AUTHORIZED.  The execution,  delivery and
performance  of this  Agreement and all other  documents and related  agreements
contemplated hereunder,  have been duly approved by WEC's board of directors and
shareholders;  such  execution and delivery and the  consummation  by WEC of the
transactions,  covenants and  agreements  contemplated  hereunder have been duly
authorized  by the  taking of all  necessary  corporate  action;  and no further
action is required  to be taken by law and/or  pursuant  to the  certificate  of
incorporation,  by-laws or otherwise of WEC to authorize the execution, delivery
and/or  performance of this Agreement,  and/or the taking of all action required

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to be taken by WEC with respect to this  Agreement and the  consummation  of the
transactions  and  performance  of  this  Agreement  and  the  other  agreements
contemplated  hereunder.  The  Agreement  and the other  documents  contemplated
hereunder, are valid and binding and fully enforceable against WEC in accordance
with  their  respective  terms,  subject,  as to  enforcement  of  remedies,  to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
affecting  the rights of creditors  generally  and the  discretion  of courts in
granting  equitable  remedies.  No  consent,  authorization,   approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal is required by WEC for the execution,  delivery, or performance of this
Agreement and the other agreements referred to herein.

         4.3 ABSENCE OF LITIGATION.  There is no action, lawsuit,  proceeding or
investigation  of any kind or nature  pending or, to its  knowledge,  threatened
against WEC before any court, tribunal or administrative agency or board.

         4.4 NO OTHER DEFAULT.  The execution and delivery of this Agreement and
the  other  agreements   referred  to  herein,   and  the  consummation  of  the
transactions contemplated hereunder will not conflict with or violate or require
any  consent  under  and  will  not  result  in any  breach  or  termination  of
certificate of  incorporation or by-laws of WEC, or any other agreement to which
WEC is a party or by which its  properties  are subject or by which it is bound.
Except as set forth on Schedule  4.4, WEC is not in violation  of, or in default
under,  (i) any term or  provision  of its  constitutional  documents;  (ii) any
material term or provision or any financial covenant of any indenture, mortgage,
contract,  commitment or other agreement or instrument to which it is a party or
by which it or any or its properties or business is or may be bound or affected;
or (iii) any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree  of any  governmental  agency  or  court,  domestic  or  foreign,  having
jurisdiction  over it or any of its properties or business.  Except as set forth
on Schedule 4.4, WEC owns,  possesses or has obtained all governmental and other
licenses,  permits,  certifications,  registrations,  approvals  or consents and
other  authorizations  necessary  to own or  lease,  as the case may be,  and to
operate its  properties  and to conduct its business or  operations as presently
conducted and all such governmental and other licenses, permits, certifications,
registrations,  approvals, consents and other authorizations are outstanding and
in good standing,  and there are no  proceedings  pending or, to the best of its
knowledge,  threatened,  or any basis  therefor  existing,  seeking  to  cancel,
terminate  or  limit  such  licenses,  permits,  certifications,  registrations,
approvals or consents or authorizations,  or related to the breach or failure to
comply of WEC with any law, rule, regulation, judgment, order or decree;

         4.5 PERMITS AND FILINGS.  There is no requirement  applicable to WEC to
make any further filing with, or to obtain any permit, authorization, consent or
approval of, any  governmental or other  regulatory  authority as a condition of
the lawful consummation of the transactions contemplated under this Agreement.

<PAGE>

         4.6 CORPORATE  DOCUMENTS.  WEC has furnished to USCC true,  correct and
complete  copies of its certificate of  incorporation,  by-laws and minute book,
and a certificate of good standing from the State of Florida dated within thirty
(30) days of the  Closing  Date.  The minute  book  contains a record,  which is
complete  and  accurate  in all  material  respects,  of all  meetings  and  all
corporate  actions of the shareholders and Board of Directors of WEC. WEC is not
in material  violation or breach of, or in default with respect to, (a) any term
of its  constitutional  documents or any  agreement to which it is a party or by
which its assets are bound, or (b) any law, rule, regulation, judgment, order or
decree of any governmental  agency or court having  jurisdiction  over it or its
assets.

         4.7  CAPITALIZATION.  The authorized  capital stock of WEC consists of:
(i) 100,000,000  shares of WEC Common Stock of which  1,357,874  shares shall be
outstanding  as of the  Effective  Date and (ii)  1,000,000  shares of preferred
stock of which  1,000,000  were  designated  Series A  Preferred  Stock of which
900,000   were   issued,    but   none   of   which   are   outstanding    ("WEC
Stock")("Outstanding  WEC Stock").  The shares of Outstanding WEC Stock are duly
authorized,  validly issued, fully paid, and nonassessable.  Except as set forth
on Schedule 4.7, there are not as of the date hereof any shares of capital stock
issued and outstanding, or any options, warrants, subscriptions,  calls, rights,
convertible securities or other agreements or commitments to issue, transfer, or
sell its capital stock.

         4.8  AUTHORITY.  WEC has all requisite  power and authority to execute,
deliver, and perform this Agreement.  All necessary corporate proceedings of WEC
have been or as of the Effective Date will have been duly taken to authorize the
execution,  delivery,  and  performance of this Agreement by WEC. This Agreement
has been duly authorized, executed, and delivered by WEC, constitutes the legal,
valid,  and  binding  obligation  of,  WEC,  and  is  enforceable  as to  WEC in
accordance with its terms subject, as to enforcement of remedies,  to applicable
bankruptcy, insolvency, reorganization,  moratorium and other laws affecting the
rights of creditors generally and the discretion of courts in granting equitable
remedies.  Except for the provisions of the Colorado Revised Statutes  governing
the  filing  of the  Statement,  no  consent,  authorization,  approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal is required by WEC for the execution,  delivery, or performance of this
Agreement by WEC.

         4.9 WEC  COMMON  STOCK.  All of the shares of WEC Stock to be issued by
WEC pursuant to this Agreement  shall be duly and validly  authorized  and, when
issued to the  shareholders  of USCC in exchange for their USCC Stock,  duly and
validly issued,  fully paid and  nonassessable and free and clear of all federal
and state issuance, stock and/or company taxes, liens, claims,  encumbrances and
charges.

<PAGE>

         4.10 TAX AND OTHER  LIABILITIES.  WEC has no  liability  of any nature,
accrued,  absolute  or  contingent,   secured  or  unsecured  including  without
limitation  liabilities  for payroll and other employee taxes,  federal,  state,
local,  or foreign taxes or  liabilities  to customers or suppliers,  other than
liabilities which are reflected on the audited Financial Statement,  or incurred
in the ordinary  course of business since the date of such Financial  Statements
in an amount not to exceed $ 2000.  Except for the  liabilities  included on the
Financial  Statement,  as of the date of such  Financial  Statement,  WEC had no
liabilities,  either fixed or  contingent,  which would have been required to be
recorded  under  GAAP  as of  such  date,  and to the  knowledge  of WEC no such
liabilities,  other than liabilities  arising in the ordinary course of business
and/or  pursuant to this  Agreement have accrued and/or will accrue between such
date and the Effective  Date.  WEC has filed all federal,  state,  municipal and
local tax returns (whether relating to income,  sales,  franchise,  withholding,
real or personal  property or otherwise)  required to be filed under the laws of
the United  States  and all  applicable  states,  and has paid in full all taxes
which are due  pursuant  to such  returns  or  claimed  to be due by any  taxing
authority or otherwise due and owing.  No penalties or other charges are or will
become due with  respect to the late filing of any such  return.  To the best of
the knowledge of WEC, after due  investigation,  each such tax return heretofore
filed by WEC correctly and  accurately  reflects the amount of its tax liability
thereunder. WEC has withheld,  collected and paid all other levies, assessments,
license fees and taxes to the extent required and, with respect to payments,  to
the extent that the same have become due and payable;

         4.11 LITIGATION AND CLAIMS. There is no litigation, arbitration, claim,
governmental or other proceeding (formal or informal),  or investigation pending
or, or to the  knowledge  of WEC  threatened,  with respect to WEC or any of its
business, properties, or assets.

         4.12  CERTIFICATE.  The  representations,   warranties,  covenants  and
agreements of WEC contained in this Agreement,  including,  without  limitation,
those  contained  in this  Article  III,  are true,  accurate and correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete,  in all  respects,  as of the  Closing;  and at the  Closing WEC shall
deliver to USCC a certificate,  executed by the chief  executive  officer of WEC
remaking, on behalf of WEC, each of the representations,  warranties,  covenants
and agreements of WEC set forth in this Agreement, including without limitation,
those set forth in this Article III hereof.

         4.13     FINANCIAL STATEMENTS AND CONDITION.

                  (a)  WEC has  delivered  to  USCC:  (i) a  true,  correct  and
complete copy of its Form 10-SB dated August 30, 2000 ("Registration Statement")
filed pursuant to the Securities Exchange Act of 1934, as amended (the "34 Act")
which contains therein the audited balance sheet, statement of income, statement
of retained  earnings,  and  statement  of cash flows of WEC for the fiscal year
ended August 31, 1999,  (ii) a true,  correct,  and complete copy of its audited
balance sheet, state of income,  statement of retained earning, and statement of

<PAGE>

cash  flows of WEC for the  fiscal  year ended  August  31,  2000 (the  "Audited
Financial  Statements"),  and (iii) a true,  correct,  and complete  copy of its
unaudited  financial  statements for the period following the Audited  Financial
Statements  (the "Interim  Statements",  the Audited  Financial  Statements  and
Interim Statements collectively the "Financial Statements").

                  (b) The Financial  Statements were prepared in accordance with
generally  accepted   accounting   principles  ("GAAP")   consistently   applied
throughout the period involved,  are true,  correct and complete in all material
respects, are in accordance with the books and records of WEC and fairly present
(and will  fairly  present)  together  with the  notes  thereto,  the  financial
position and results of operations of WEC for the periods therein indicated.

                  (d) Since the dates of the  Financial  Statements,  there have
not been, nor prior to the Closing will there be, any material  adverse  changes
in the  business or  condition,  financial or  otherwise,  of WEC other than the
previous reverse stock split.

         4.14 PUBLICLY  TRADING.  After the Effective Date, the WEC Common stock
received by the USCC common  shareholders  will be in a publicly  trading entity
under the symbol WWEQ on the OTCBB,  and subject to restrictions as set forth in
this Agreement and applicable laws.

         4.15 BOARD  ACTION.  During the period from the date  hereof  until the
Closing  there  shall not be taken an action  by the Board of  Directors  of WEC
without the prior written consent of USCC in each instance.

         4.16 INTELLECTUAL PROPERTY. All trade names,  inventions,  discoveries,
ideas, research, engineering,  methods, practices, processes, systems, formulae,
designs, drawings, products, projects, improvements, developments, know-how, and
trade  secrets  which  are  used  in the  conduct  of  WEC's  business,  whether
registered or unregistered  (collectively the "Proprietary Rights") are owned by
WEC. To the knowledge of WEC, WEC created or developed such  Proprietary  Rights
and  such  Proprietary  Rights  are  not  subject  to  any  restriction,   lien,
encumbrance,   right,  title  or  interest  in  others.  All  of  the  foregoing
Proprietary Rights that are not in the public domain stand solely in the name of
WEC and not in the name of any shareholder, director, officer, agent, partner or
employee or anyone else known to WEC and none of the same have any right, title,
interest, restriction, lien or encumbrance therein or thereon or thereto. To the
knowledge of WEC, WEC's ownership and use of the  Proprietary  Rights do not and
will not infringe  upon,  conflict  with or violate in any material  respect any
patent,  copyright,  trade secret or other lawful proprietary right of any other
party,  and no claim is pending or, to the  knowledge of WEC,  threatened to the
effect that the  operations  of WEC infringe  upon or conflict with the asserted
rights  of any other  person  under any of the  Proprietary  Rights,  and to the
knowledge of WEC there is no reasonable basis for any such claim (whether or not
pending  or  threatened).  No  claim is  pending,  or to the  knowledge  of WEC,

<PAGE>

threatened to the effect that any such  Proprietary  Rights owned or licensed by
WEC, or which WEC otherwise has the right to use, is invalid or unenforceable by
WEC and there is no reasonable  basis for any such claim (whether or not pending
or threatened).

         4.17     A. LIENS. To the best of its knowledge after diligent inquiry,
no one other than WEC has any right,  title,  interest,  lien,  claim,  security
interest, restriction or encumbrance in, on or to WEC's assets.

                  B. MATERIAL  CONTRACTS.  Except as otherwise  disclosed in the
WEC Form 10SB or on Schedule 4.17(b), WEC does not have any material obligation,
contract,  agreement, lease, sublease,  commitment or understanding of any kind,
nature or  description,  oral or written,  fixed or contingent  due or to become
due, existing or inchoate.

                  C. NO UNDISCLOSED LIABILITIES.  WEC does not have any material
liabilities  or   obligations,   including,   without   limitation,   contingent
liabilities for the performance of any obligation, except for (i) liabilities or
obligations  which  are  disclosed  or fully  provided  for in  WEC's  Financial
Statements,  (ii)  liabilities or obligations  disclosed in this Agreement or in
any Exhibit or Schedule to this Agreement,  and (iii)  liabilities not in excess
of $2,000 in the aggregate.

                  D. ENVIRONMENTAL  MATTERS.  (i) WEC has not received notice of
any violation of or  investigation  relating to any  environmental  or pollution
law, regulation,  or ordinance with respect to assets now or previously owned or
operated by WEC that has not been fully and finally resolved;  (ii) All material
permits,  licenses  and other  authorizations  which are  required  under United
States,  federal,  state, provincial and local laws with respect to pollution or
protection  of the  environment  ("Environmental  Laws")  relating to assets now
owned or operated  by WEC or any of its  subsidiaries,  including  Environmental
Laws  relating  to actual or  threatened  emissions,  discharges  or releases of
pollutants,   contaminants   or   hazardous   or  toxic   materials   or  wastes
("Pollutants"),  have been  obtained  and are  effective,  and,  with respect to
assets  previously  owned or operated by WEC, were  obtained and were  effective
during the time of WEC's operation; (iii) To the knowledge of WEC, no conditions
exist on, in or about the properties now or previously  owned or operated by WEC
or any third-party properties to which any Pollutants generated by WEC were sent
or  released  that  could  give rise on the part of WEC to  liability  under any
Environmental  Laws, claims by third parties under  Environmental  Laws or under
common law or the occurrence of costs to avoid any such liability or claim;  and
(iv) to the  knowledge of WEC, all  operators of WEC's assets are in  compliance
with all terms and conditions of such Environmental Laws, permits,  licenses and
authorizations,   and  are  also  in  compliance  with  all  other  limitations,
restrictions,  conditions, standards, prohibitions,  requirements,  obligations,
schedules and timetables  contained in such laws or contained in any regulation,
code, plan, order, decree,  judgment,  notice or demand letter issued,  entered,
promulgated or approved thereunder, relating to WEC's assets.


<PAGE>

                                    ARTICLE V

              OBLIGATIONS OF THE PARTIES PENDING THE EFFECTIVE DATE

         5.1  BOARD  SUPPORT.  This  Agreement  shall be duly  submitted  to the
shareholders  of USCC for the  purpose  of  considering  and  acting  upon  this
Agreement.  The Board of Directors of USCC, subject to its fiduciary obligations
to shareholders,  shall use its best efforts to obtain the requisite  joinder of
USCC shareholders of this Agreement and the transactions contemplated herein.

         5.2 ACCESS TO RECORDS.  At all times prior to the Effective Date during
regular  business  hours,  each party will permit the other to examine its books
and  records  and the books and  records of its  subsidiaries  and will  furnish
copies thereof on request. It is recognized that, during the performance of this
Agreement,  each party may provide the other parties with  information  which is
confidential or proprietary information.  During the term of this Agreement, and
for four years  following the  termination of this  Agreement,  the recipient of
such  information  shall protect such  information  from  disclosure to persons,
other than members of its own or affiliated  organizations  and its professional
advisers,  in the same manner as it protects its own confidential or proprietary
information from  unauthorized  disclosure,  and not use such information to the
competitive detriment of the disclosing party. In addition, if this Agreement is
terminated  for any  reason,  each party  shall  promptly  return or cause to be
returned  all  documents  or  other  written  records  of such  confidential  or
proprietary  information,  together  with all copies of such  writings  and,  in
addition,  shall either furnish or cause to be furnished,  or shall destroy,  or
shall  maintain with such  standard of care as is exercised  with respect to its
own  confidential  or  proprietary  information,  all copies of all documents or
other written  records  developed or prepared by such party on the basis of such
confidential  or proprietary  information.  No  information  shall be considered
confidential or proprietary if it is (a)  information  already in the possession
of the party to whom disclosure is made, (b)  information  acquired by the party
to whom the  disclosure is made from other  sources,  or (c)  information in the
public domain or generally  available to interested  persons or which at a later
date passes  into the public  domain or becomes  available  to the party to whom
disclosure is made without any wrongdoing by the party to whom the disclosure is
made.

         5.3 SIGNIFICANT DEVELOPMENTS.  WEC and USCC shall promptly provide each
other with information as to any significant  developments in the performance of
this Agreement,  and shall promptly notify the other if it discovers that any of
its representations,  warranties and covenants contained in this Agreement or in
any  document  delivered  in  connection  with this  Agreement  was not true and
correct in all material  respects or became  untrue or incorrect in any material
respect.

         5.4 BEST  EFFORTS.  All parties to this  Agreement  shall take all such
action as may be reasonably  necessary and  appropriate and shall use their best
efforts in order to consummate the transactions  contemplated hereby as promptly
as practicable.

<PAGE>

                                   ARTICLE VI

                             PROCEDURE FOR EXCHANGE

         6.1 PROCEDURES FOR EXCHANGE.  At the Effective Date, the exchange shall
be effected as set forth in Florida Laws with common stock  certificates  of WEC
being exchanged for USCC common stock  certificates as and when submitted to the
transfer agent.

                                   ARTICLE VII

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE EXCHANGE

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Effective Date:

         7.1 CLOSING  CERTIFICATE.  USCC shall have  performed and complied with
all of its  respective  obligations  hereunder  which are to be complied with or
performed  on or before the  Effective  Date and WEC and USCC shall  provide one
another at the  Closing  with a  certificate  to the effect  that such party has
performed each of the acts and undertakings required to be performed by it on or
before the Closing Date pursuant to the terms of this Agreement.

         7.2 AUTHORIZATION. This Agreement, the transactions contemplated herein
shall have been duly and validly  authorized,  approved and adopted, at meetings
of the  shareholders  of USCC  duly and  properly  called  for such  purpose  in
accordance with the applicable laws.

         7.3 NO COURT  ACTION.  No action,  suit or  proceeding  shall have been
instituted or shall have been threatened before any court or other  governmental
body or by any public authority to restrain, enjoin or prohibit the transactions
contemplated  herein,  or which might subject any of the parties hereto or their
directors or officers to any material liability,  fine, forfeiture or penalty on
the grounds that the  transactions  contemplated  hereby,  the parties hereto or
their  directors or officers,  have violated any applicable law or regulation or
have otherwise acted improperly in connection with the transactions contemplated
hereby, and the parties hereto have been advised by counsel that, in the opinion
of such counsel, such action, suit or proceeding raises substantial questions of
law or fact which could  reasonably be decided  adversely to any party hereto or
its directors or officers.

         7.4 LEGAL APPROVAL. All actions, proceedings, instruments and documents
required to carry out this Agreement and the  transactions  contemplated  hereby

<PAGE>

and the form and substance of all legal  proceedings  and related  matters shall
have been approved by counsel for USCC and WEC.

         7.5 BRING DOWN CERTIFICATE.  The representations and warranties made by
USCC and WEC in this Agreement shall be true as though such  representations and
warranties had been made or given on and as of the Effective Date, except to the
extent that such  representations  and warranties may be untrue on and as of the
Effective  Date  because of (1)  changes  caused by  transactions  suggested  or
approved  in writing by USCC or (2) events or changes  (which  shall not, in the
aggregate,  have  materially  and adversely  affected the business,  assets,  or
financial  condition  of WEC or USCC  during or  arising  after the date of this
Agreement.)

         7.6  CERTIFICATES.  WEC shall have furnished USCC with a certified copy
of a  resolution  or  resolutions  duly adopted by the Board of Directors of WEC
approving this Agreement and the  transactions  contemplated by it and directing
the submission thereof to a vote of the shareholders of WEC.

         7.7 CORPORATE RESOLUTION.  USCC shall furnish WEC with a certified copy
of a resolution or  resolutions  duly adopted by the Board of Directors of USCC,
approving this Agreement and the transactions contemplated by it.

         7.8 PAYMENT OF  LIABILITIES.  USCC shall pay at closing the liabilities
set forth on Schedule 7.8.

         7.9 HYMOWITZ  OPTION.  At the Effective  Date,  Hymowitz  shall receive
200,000  options to  purchase  WEC common  stock at $.01 per share.  The options
shall contain a cashless  exercise  provision and carry  piggyback  registration
rights.  These options shall be granted in exchange for the  forgiveness  of any
and all accrued salary, compensation or other monies due Hymowitz by WEC.

                                  ARTICLE VIII

                           TERMINATION AND ABANDONMENT

         8.1 TERMINATION.  Anything  contained in this Agreement to the contrary
notwithstanding,  the  Agreement  may be  terminated  and  abandoned at any time
(whether before or after the approval and adoption  thereof by the  shareholders
of USCC) prior to the Effective Date:

         (a)      By mutual consent of USCC and WEC;

<PAGE>

         (b)      By USCC,  or WEC,  if any  condition  set forth in Article VII
                  relating  to the other  party has not been met or has not been
                  waived after notice and opportunity to cure;

         (c)      By USCC, or WEC, if any suit, action or other proceeding shall
                  be pending or threatened by the federal or a state  government
                  before any court or governmental agency, in which it is sought
                  to restrain,  prohibit or otherwise affect the consummation of
                  the transactions contemplated hereby;

         (d)      By any party,  if there is  discovered  any material  error,
                  misstatement or omission in the representations and warranties
                  of another party;

         (e)      By any party if the Agreement Effective Date is not within 30
                  days from the date hereof.

         8.2 WAIVER.  Any of the terms or  conditions  of this  Agreement may be
waived at any time by the party which is entitled  to the  benefit  thereof,  by
action taken by its Board of Directors provided; however, that such action shall
be taken only if, in the judgment of the Board of  Directors  taking the action,
such waiver will not have a materially  adverse effect on the benefits  intended
under this Agreement to the party waiving such term or condition.


<PAGE>
                                   ARTICLE IX

                        TERMINATION OF REPRESENTATION AND
                        WARRANTIES AND CERTAIN AGREEMENTS

         9.1 SURVIVAL.  The  respective  representations  and  warranties of the
parties hereto shall survive the  consummation  of the Agreement.  The covenants
and  agreements of the parties  hereto shall  survive in  accordance  with their
terms.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 ENTIRE  AGREEMENT.  This Agreement  embodies the entire  agreement
between the parties, and there have been and are no agreements,  representations
or  warranties  among the  parties  other than  those set forth  herein or those
provided for herein.

         10.2  COUNTERPART.  To facilitate the execution of this Agreement,  any
number of counterparts  hereof may be executed,  and each such counterpart shall
be deemed to be an original instrument, but all such counterparts together shall
constitute but one instrument. In addition, agreement of one or more of the USCC
Shareholders may be obtained by execution of this Agreement or acknowledgment by
an officer of USCC, that USCC has obtained such shareholder(s) consent to become
a party to this Agreement.

         10.3 BEST  EFFORTS.  All  parties  to this  Agreement  agree that if it
becomes  necessary or desirable to execute  further  instruments or to make such
other assurances as are deemed necessary,  the party requested to do so will use
its best efforts to provide such executed instruments or do all things necessary
or proper to carry out the purpose of this Agreement.

         10.4  AMENDMENT.  This  Agreement  may be amended upon  approval of the
Board of Directors of each party  provided  that the shares  issuable  hereunder
shall not be amended without approval of the requisite shareholders of WEC.

         10.5 NOTICE. Any notices, requests, or other communications required or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, fees prepaid, addressed as follows:

If to WEC:                 Mitch Hymowitz,
                           599 Hartsdale Avenue, Suite 201
                           White Plains, New York 10607
<PAGE>

With a copy to:            Atlas Pearlman,
                           350 East Las Olas Boulevard
                           Ft. Lauderdale, FL  33301
                           Attn:  Joel Mayersohn, Esq.

If to USCC:                Jeffrey A. Goffman
                           700 Ygnacio Valley Rd., Suite 300
                           Walnut Creek, CA  94596

With a copy to:            Michael A. Littman, Esq.
                           7609 Ralston Road
                           Arvada, CO  80033

                           Bruce Whitley
                           Bay Venture Counsel
                           1999 Harrison, Suite 1300
                           Oakland, CA  94612

                           Nathan D. Goldman
                           Stoneburner Berry Goldman & Simmons, P.A.
                           225 Water Street, Suite 2050
                           Jacksonville, FL  32202

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

         10.6 PRESS RELEASE. No press release or public statement will be issued
relating  to the  transactions  contemplated  by this  Agreement  without  prior
approval of USCC and WEC. However,  either USCC or WEC may issue at any time any
press release or other public statement it believes on the advice of its counsel
it is  obligated  to  issue  to  avoid  liability  under  the  law  relating  to
disclosures,  but the party issuing such press release or public statement shall
make a reasonable effort to give the other party prior notice of and opportunity
to participate in such release or statement.

          10.7 GOVERNING  LAW;JURISDICTION.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida  applicable to
contracts  made  and to be  performed  in the  State  of  Florida.  WEC and USCC
irrevocably  consent to the jurisdiction of the United States federal courts and
the state courts located in the State of Florida in any suit or proceeding based
on or arising  under this  Agreement  and  irrevocably  agree that all claims in
respect of such suit or proceeding  may be  determined  in such courts.  WEC and
USCC irrevocably  waive the defense of an inconvenient  forum to the maintenance
of such  suit or  proceeding.  WEC and USCC  agree  that a final  non-appealable
judgment in any such suit or proceeding  shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.

<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have set their hands and seals this
17th day of December 2000.


                                       US Cancer Care, Inc.


                                       BY:/s/Jeffrey A. Goffman
                                       ----------------------------------------
                                       Chief Executive Officer

                                       ATTEST:  /s/Jeffrey A. Goffman
                                       ----------------------------------------
                                       Secretary


                                       WORLDWIDE EQUIPMENT CORP.


                                       BY: /s/Mitchell Hymowitz
                                       ----------------------------------------
                                       President

                                       ATTEST:/s/Mitchell Hymowitz
                                       ----------------------------------------
                                       Secretary