EXHIBIT 10.2

                                MERGER AGREEMENT


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                                MERGER AGREEMENT

         This  Agreement is made this _____ day of  ____________,  2000,  by and
between U. S. CANCER CARE, INC., a Delaware corporation, FLORIDA CANCER CENTER -
BEACHES,  P.A.,  a Florida  professional  association,  and WALTER P. SCOTT,  an
individual ("Scott"),  SHYAM B. PARYANI, an individual  ("Paryani"),  DOUGLAS W.
JOHNSON, an individual ("Johnson"), and JOHN WHITFIELD WELLS, JR., an individual
("Wells"), SONJA SCHOPPEL, an individual, and ABHIJIT DESHMUKH, an individual.

                                    RECITALS

         A. Scott, Paryani,  Johnson,  Wells,  Schoeppel and Deshmukh own all of
the issued and  outstanding  stock in Florida  Cancer Center - Beaches,  P.A., a
Florida professional association.

         B. Florida Cancer Center - Beaches, P.A., owns and operates a radiation
oncology center in Jacksonville Beach, Florida.

         C. Scott, Paryani,  Johnson,  Wells, Schoeppel and Deshmukh and Florida
Cancer Center - Beaches,  P.A.,  wish to merge Florida  Cancer Center - Beaches,
P.A.,  into U.S.  Cancer Care,  Inc. and U.S.  Cancer  Care,  Inc.  desires that
Florida  Cancer Center - Beaches,  P.A., be merged into U.S.  Cancer Care,  Inc.
with U.C. Cancer Care, Inc. as the surviving corporation.

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                                    AGREEMENT
                                    ARTICLE I
                          DEFINITIONS AND CONSTRUCTION

                  1.1  DEFINITIONS.  For purposes of this Agreement,  unless the
context otherwise requires, the following terms have the respective meanings set
out below and are  applicable  to the singular as well as to the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of
such terms.

         a. "Agreement" shall mean and refer to this Merger Agreement.

         b. "Blue Sky Laws"  shall mean the laws of any state,  the  District of
Columbia or territory of the United States  regulating  the issuance,  offer for
sale, or sale of securities.

         c. "Capital  Equipment" shall mean only such durable equipment as costs
more than  $1,000  per unit or item of  equipment  and  which has a useful  life
exceeding 1 year.

         d. "Code" shall mean the Internal Revenue Code of 1986, as amended.

         e.  "Closing"  shall  mean  the   consummation   of  the   transactions
contemplated in this Agreement as described in Article XIII.

         f. "Closing Date" shall,  except as otherwise provided in Section 13.1,
be three days following the date upon which the last of the conditions specified
in  Articles  X and XI hereof  shall be  satisfied,  but in no event  later than
December 30, 2000, except as otherwise provided herein.

         g.  "Company"  shall mean  Florida  Cancer  Center - Beaches,  P.A.,  a
Florida professional association.

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         h. "Material  Adverse Effect" shall mean,  with respect to a Person,  a
material  adverse  effect on the  condition  (financial or  otherwise),  assets,
business, prospects or results of operations of such Person.

         i. "Merger  Date" shall be the date the merger of the Company into U.S.
Cancer Care, Inc., is effective under the law of the State of Delaware.

         j. "Person" shall mean any individual,  corporation, limited or general
partnership,   joint  venture,   association,   joint  stock   company,   trust,
unincorporated organization, firm or other entity or government or any agency or
political subdivision thereof.

         k.  "Preferred  USCC  Shares"  shall mean the Series C Preferred  Stock
authorized  and  issued  by U.S.  Cancer  Care,  Inc.  and  shall be in the form
attached hereto as Exhibit 1.1.k, and in the event of a reorganization,  merger,
consolidation,  share exchange, or reclassification,  other than a change in par
value,  or from par value to no par value,  shall include within this definition
shares which the preferred  stock  shareholders  of U.S. Cancer Care, Inc. would
have  been  entitled  to  receive  as a  result  of such  reorganization,  share
exchange, reclassification, merger, or consolidation

         l.  "Securities Act" shall mean the Securities Act of 1933, as amended,
15 U.S.C. sections 77a, et seq.

         m. "Shareholders" shall mean Scott, Paryani,  Johnson, Wells, Schoeppel
and Deshmukh and "Shareholder" shall mean any one of the Shareholders.

         n. "USCC" shall mean U. S. Cancer Care, Inc., a Delaware corporation.

         o.  "USCC  Shares"  shall  mean those  validly  issued,  fully paid and
nonassessable shares of USCC one cent par value per share common stock which the
Series  C  Preferred  Stock  shall  be  convertible  to,  and in the  event of a
reorganization,  merger,  consolidation,  share exchange,  or  reclassification,
other  than a change  in par  value,  or from par value to no par  value,  shall

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include within this  definition  shares which the common stock  shareholders  of
USCC would  have been  entitled  to receive as a result of such  reorganization,
share exchange, reclassification, merger, or consolidation.

                  1.2      CONSTRUCTION.
                           ------------

         a. Captions of Articles, Sections and Subsections of this Agreement are
inserted for  convenience  only and shall not affect the meaning or construction
of the contents of this Agreement.

         b. Exhibits to this  Agreement are integral parts of this Agreement and
are hereby incorporated herein.

         c. References in this Agreement to Articles, Sections, and Subsections,
unless  specifically  stated  otherwise,  are  to  the  articles,  sections  and
subsections of this Agreement.

         d.  "Shall"  and "will" as used in this  Agreement  refer to  mandatory
acts; "may" refers to permissive acts.

                                   ARTICLE II
                                     MERGER

         2.1.  MERGER.  The  Company  shall be  merged  with  and  into  USCC in
accordance  with the laws of the States of Florida and  Delaware.  The  separate
corporate  existence  of the Company  shall  thereupon  cease and the  corporate
existence of USCC shall continue.

         2.2. NAME OF SURVIVING CORPORATION.  The name the surviving corporation
shall have following the merger shall be USCC.

         2.3.  PROPERTY  AND RIGHTS TO USCC.  On the Merger  Date,  the separate
existence of the Company shall cease.  Except as herein  otherwise  specifically
set forth,  from and after the Merger Date,  all  property,  real,  personal and
mixed of the Company, and all debts due on whatever account to it, including all

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choses in action and all and every other  interest of or  belonging to it, shall
be taken by and deemed to be transferred  to and vested in USCC without  further
act or deed;  and all such property and rights and all and every other  interest
of the Company shall be thereafter as  effectually  the property of USCC as they
were of the Company.

         2.4. ASSUMPTION OF OBLIGATIONS BY USCC. From and after the Merger Date,
USCC shall be liable and  responsible for all the liabilities and obligations of
the  Company.  The  rights of the  creditors  of the  Company,  or of any person
dealing with the Company,  or any liens upon the property of the Company,  shall
not be impaired by this merger,  and any claim  existing or action or proceeding
pending by or against  the  Company  may be  prosecuted  to  judgment as if this
merger had not taken place,  or USCC may be proceeded  against or substituted in
place of the Company. The identity,  existence,  purposes,  powers,  franchises,
rights,  immunities  and  liabilities  of USCC  shall  continue  unaffected  and
unimpaired by the merger.

         2.5.  ARTICLES AND  CERTIFICATE  OF MERGER.  Prior to the Closing Date,
USCC shall  submit  Articles  of Merger to the Florida  Department  of State for
filing which  Articles  shall identify the Closing Date as the effective date of
the  merger.  A  certificate  of merger  shall be duly  prepared,  executed  and
acknowledged  by USCC and thereafter  delivered to the Secretary of State of the
State of Delaware  for filing as provided in the Delaware  General  Corporations
Law on the Closing Date. The Merger shall become  effective upon the filing of a
certificate of merger in accordance with the Delaware General Corporations Law.

         2.6.  REORGANIZATION  INTENDED. This Agreement is intended to be a plan
of  reorganization  within the  meaning of Section  368 of the Code.  USCC shall
cooperate in good faith with the  Shareholders to achieve the federal income tax
treatment afforded to reorganizations as described in that statute,  but, except
as otherwise provided herein, USCC does not promise, assure, guaranty or warrant
that the transactions  described  herein shall  constitute a  reorganization  as

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defined in Section  368 of the Code or that any  particular  federal  income tax
treatment shall be accorded the  Shareholders  who assume all risk for, and have
sole  liability for the payment of, any and all federal  income taxes,  interest
and penalties assessed to them as a consequence of the transactions described in
this Agreement.

                                   ARTICLE III
                           ARTICLES, BYLAWS, OFFICERS

         3.1. ARTICLES OF INCORPORATION.  The articles of incorporation of USCC,
as in effect  immediately  prior to the Closing Date,  shall,  after the merger,
continue  to be the  articles  of  incorporation  of USCC until duly  amended in
accordance  with law, and no change to such articles of  incorporation  shall be
effected by the merger.

         3.2. BYLAWS.  The bylaws of USCC, as in effect immediately prior to the
Closing Date, shall,  after the merger,  continue to be the bylaws of USCC until
duly  amended in  accordance  with law,  and no change to such  bylaws  shall be
effected by the merger.

         3.3.  OFFICERS.  The  person or  persons  who are the  director(s)  and
officers of USCC immediately prior to the Closing Date shall,  after the merger,
continue as the  director(s)  and  officers of USCC  without  change,  to serve,
subject to the  provisions of the bylaws of USCC,  until their  successors  have
been duly  elected and  qualified  in  accordance  with the laws of the state of
Delaware and the articles of incorporation and bylaws of USCC.

                                   ARTICLE IV
                           CONVERSION OF SHARES IN THE
                        COMPANY FOR PREFERRED USCC SHARES

         On the Closing Date,  and subject to the terms and conditions set forth
in this Agreement, each outstanding share of the Company shall be converted into
Preferred USCC Shares as hereinafter provided.  Each Shareholder shall surrender

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the certificate or certificates  representing  his shares in the Company to USCC
for cancellation or transfer and each Shareholder shall be entitled to receive a
certificate or certificates  representing the Preferred USCC Shares to be issued
to him  pursuant  to this  Agreement.  No  other  cash,  shares,  securities  or
obligations will be distributed or issued pursuant to the merger herein provided
for except as provided in Sections 5.2 and 13.3.

                                    ARTICLE V
                       CONVERSION VALUE AND EXCHANGE RATIO

         5.1 SHARE  VALUES.  The value of one of the shares of the  Company  for
purposes of the exchange for Preferred  USCC shares shall be $4,166.67  Dollars.
The value of one Share of Preferred USCC Shares for purposes of the exchange for
shares of the Company shall be $2,500.00 Dollars.

         5.2 EXCHANGE.  USCC shall issue to each Shareholder  166.6666 shares of
Preferred  USCC SHAres for each 100 shares of the Company held by a Shareholder.
AS a result of the  transaction  contemplated  herein,  the  Shareholders  shall
receive 1000 preferred USCC Shares for a total value of $2.5 Million.

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                                   ARTICLE VI
                        THE SELLERS' REPRESENTATIONS AND
                    COVENANTS RESPECTING THE SERIES C SHARES

                  6.1 ACQUISITION OF PREFERRED USCC SHARES FOR THE SHAREHOLDERS'
ACCOUNTS. The Shareholders will acquire the Preferred USCC Shares for investment
for their own  accounts,  and not with a view to,  or for  resale in  connection
with, any distribution  thereof,  and the Shareholders have no present intention
of  selling  or  distributing  the  Preferred  USCC  Shares.   The  Shareholders
understand  that the Preferred  USCC Shares have not been  registered  under the
Securities  Act  by  reason  of  a  specific  exemption  from  the  registration
provisions of the  Securities  Act which depends upon,  among other things,  the
bona fide nature of the investment as expressed herein.

                  6.2 ACCESS TO DATA. The  Shareholders  have had an opportunity
to discuss USCC's business, management and financial affairs with its management
and to obtain any  additional  information  that the  Shareholders  have  deemed
necessary or  appropriate  for deciding  whether or not to acquire the Preferred
USCC Shares.

                  6.3 NO FAIRNESS DETERMINATION. The Shareholders are aware that
no federal,  state or other agency has made any finding or  determination  as to
the  fairness of the  investment  in the  Preferred  USCC  Shares,  nor made any
recommendation or endorsement of the Preferred USCC Shares.

                  6.4  KNOWLEDGE  AND  EXPERIENCE.  The  Shareholders  have such
knowledge  and  experience  in  financial  and business  matters,  that they are
capable of  evaluating  the merits and risks of an  investment  in the Preferred
USCC Shares, and they are able to bear the economic risk of such investment.

                  6.5 ECONOMIC RISK. The  Shareholders  are aware that they must
bear the economic risk of the  investment  in the  Preferred  USCC Shares for an
indefinite  period of time  because  the  Preferred  USCC  Shares  have not been
registered  under  the  Securities  Act or any  applicable  Blue Sky Law and the

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Preferred  USCC Shares  cannot be sold unless they are  subsequently  registered
under the Securities  Act and any applicable  Blue Sky Law, or an exemption from
such registration is available.

                   6.6 LEGENDS.  Shareholders  understand that the  certificates
for the Preferred USCC Shares and, until such time as the conversion shares have
been  registered  under the Securities Act (including  registration  pursuant to
Rule 416  thereunder) as contemplated by the  Registration  Rights  Agreement or
otherwise may be sold by Purchasers  under Rule 144 may be sold by  Shareholders
under  Rule  144,  the  certificates  for  the  conversion  shares  may  bear  a
restrictive legend in substantially the following form:

          The  securities   represented  by  this   certificate  have  not  been
          registered  under  the  Securities  Act of 1933,  as  amended,  or the
          securities  laws of any state of the  United  States.  The  securities
          represented  hereby may not be  offered,  sold or  transferred  in the
          absence of an  effective  registration  statement  for the  securities
          under applicable  securities laws unless offered,  sold or transferred
          under an available  exemption from the  registration  requirements  of
          those laws.

          The legend set forth  above  shall be removed  and USCC shall  issue a
certificate  without  such  legend to the holder of  Preferred  USCC Shares upon
which it is stamped if, unless otherwise  required by state securities laws, (a)
the sale of such  security is registered  under the  Securities  Act  (including
registration  pursuant to Rule 416  thereunder);  (b) such holder  provides USCC

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with an opinion of counsel, in form,  substance and scope customary for opinions
of counsel in  comparable  transactions,  to the  effect  that a public  sale or
transfer of such security may be made without  registration under the Securities
Act; or (c) such  holder  provides  USCC with  reasonable  assurances  that such
security  can be sold  under  Rule  144.  Each  Shareholder  agrees  to sell all
Preferred USCC Shares,  including  those  represented by a  certificate(s)  from
which  the  legend  has been  removed,  pursuant  to an  effective  registration
statement  or  under an  exemption  from the  registration  requirements  of the
Securities  Act. In the event the above  legend is removed from any security and
thereafter the effectiveness of a registration  statement covering such security
is  suspended or USCC  determines  that a  supplement  or  amendment  thereto is
required by applicable  securities laws, then upon reasonable  advance notice to
such  Shareholder,  USCC may require that the above legend be placed on any such
security  that  cannot  then  be  sold  pursuant  to an  effective  registration
statement or under Rule 144 and Shareholders  shall cooperate in the replacement
of such legend.  Such legend shall  thereafter be removed when such security may
again be sold pursuant to an effective registration statement or under Rule 144.

                  6.7 RELIANCE.  The Shareholders are aware that USCC is relying
on the  accuracy  of the above  representations  to  establish  compliance  with
Federal and State securities laws.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES
                               BY THE SHAREHOLDERS

                  The   Shareholders   and   the   Company,   collectively   and
individually,   represent  and  warrant  to  USCC  as  follows  (each  of  which
representations  and  warranties is a material  consideration  and inducement to
USCC):

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                  7.1  STANDING  OF  COMPANY.  The Company is, as of the date of
execution of this Agreement, a professional association,  and is duly organized,
in good standing,  and validly  existing under the laws of the State of Florida,
and has all necessary  powers to own its properties and to carry on its business
as now owned and operated by it.

                7.2.  CAPITAL  STRUCTURE  OF THE  COMPANY.  The Company has an
authorized  capital of 7,500  shares of common stock having a par value of $1.00
per share, of which 600 shares are outstanding. All the shares have been validly
issued to the  Shareholders and are fully paid and  nonassessable.  There are no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other  agreements  or  commitments  obligating  the  Company  to issue  from its
treasury any additional shares of its capital stock of any class.

                  7.3. TITLE TO THE SHARES IN THE COMPANY.  The Shareholders are
the owners,  beneficially  and of record,  of all of the issued and  outstanding
shares  in the  Company  free and  clear of all  liens,  encumbrances,  security
agreements,  equities,  options,  claims,  charges and restrictions,  other than
those rights granted USCC in this Agreement.

                  7.4.  COMPANY  FINANCIAL  STATEMENTS.   Exhibit  7.4  to  this
Agreement  sets forth (a)  statements of operations  prepared on a modified cash
basis method of accounting  for each of the two most recently  concluded  fiscal
years of the Company and (b)  financial  statements  prepared on a modified cash
basis method of accounting for all concluded  quarters of the Company's  present
fiscal year.  The  financial  statements  have been  prepared on a modified cash
basis  of  accounting  which  has  been  consistently  followed  by the  Company
throughout the periods covered by the financial  statements set forth as Exhibit
7.4.

                  7.5.  ABSENCE OF UNDISCLOSED  LIABILITIES.  The Company has no
debt,  liability  or  obligation  of  any  nature,  whether  accrued,  absolute,

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contingent,  or  otherwise,  and whether due or to become due, that has not been
included  in the  financial  statements  as set  forth  in  Exhibit  7.5 to this
Agreement,  except for (a) such debt as may have been incurred after the date of
that balance  sheet and/or (b) those debts that are not required to be reflected
on financial  statements  prepared in  accordance  with the modified  cash basis
method of  accounting  employed  by the  Company  and/or (c) any debt of Company
incurred pursuant to the provisions of Article XII. All debts, liabilities,  and
obligations  incurred  after  the  date  of the  most  recent  of the  financial
statements  set  forth in  Exhibit  7.5  other  than  any debt to USCC  incurred
pursuant to the  provisions of Article XII were incurred in the ordinary  course
of  business  and are usual and normal in amount  both  individually  and in the
aggregate.

                  7.6  RECOUPMENTS.  No sums are  repayable  by the  Company  as
recoupment to any insurer  (including  any federal or state Medicare or Medicaid
payor).

                  7.7. ASSETS.  Exhibit 7.7 to this Agreement is a complete list
of all property, both real and personal, tangible and intangible, owned directly
or beneficially by the Company. The Company has good and marketable title to all
of the assets and interest in assets set forth in that list. Except as otherwise
required  by  Article  XII,  all the  assets set forth in that list are free and
clear of liens,  pledges,  charges,  encumbrances,  equities,  and  claims.  The
Shareholders make no representations  or warranties  concerning the condition of
the tangible personal property of the Company.

                  7.8  ACCOUNTS  RECEIVABLE.   Exhibit  7.8  to  this  Agreement
contains  (a) a complete and accurate  list of the  accounts  receivable  of the
company before insurance  adjustments and any allowance for doubtful accounts as
of November 30, 2000,  together with an accurate aging of these accounts and (b)
the report  valued  said  accounts  receivable  at  $360,000.00  Dollars.  These
accounts  receivable,  and all accounts  receivable of the Company created after
that date, arose from valid  transactions in the ordinary course of business and
have the value assigned to them by the Company.

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                  7.9.  ABSENCE OF  CHANGES  CONCERNING  COMPANY.  Except as set
forth on Exhibit  7.9,  and except  with  respect to  transactions  contemplated
herein or in any agreement executed and delivered in connection herewith,  since
the date of the most recent financial statement referred to in Section 7.4 there
has not been any:

         (a) Transaction by the Company other than in the ordinary course of its
business  as  conducted  on that date  which  transaction  could  reasonably  be
expected to have a Material Adverse Effect on the Company;

         (b) Capital  expenditure by the Company  exceeding  $10,000 (other than
any capital expenditure made pursuant to the provisions of Article XII);

         (c)  Any  change  in  the  financial  condition,  liabilities,  assets,
business or prospects of the Company which could  reasonably be expected to have
a Material Adverse Effect on the Company;

         (d)  Destruction,  damage  to,  or loss  of any  asset  of the  Company
(whether or not covered by insurance) that could  reasonably be expected to have
a Material Adverse Effect on the Company;

         (e) Labor  trouble or other event or  condition of any  character  that
could reasonably be expected to have a Material Adverse Effect on the Company;

         (f) Change in  accounting  methods  or  practices  (including,  without
limitation, any change in depreciation or amortization) by the Company;

         (g)  Revaluation  by the  Company  of any of its  assets,  which  could
reasonably be expected to have a Material Adverse Effect on the Company;

         (h) Except as otherwise provided by section 9.6,  Declaration,  setting
aside, or payment of a dividend or other  distribution in respect to the Shares,
or any direct or indirect  redemption,  purchase,  or other  acquisition  by the
Company of any of its shares of capital stock;

         (i) Increase in the salary or other  compensation  payable or to become
payable by the Company to any of its officers,  directors,  or employees, or the

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declaration,  payment,  or commitment or obligation of any kind for the payment,
by the Company,  of a bonus or other  additional  salary or  compensation to any
such person;

         (j)  Inducement  to any  key  employee  of the  Company  to  leave  the
employment  of the Company or commit any act that  affects the  relations of the
Company  with  any  key  employee  which  inducement,  departure  or  act  could
reasonably be expected to have a Material Adverse Effect on the Company.

         (k)  Sale or  transfer  of any  asset  of the  Company,  except  in the
ordinary course of its business which sale could  reasonably be expected to have
a Material Adverse Effect on the Company;

         (l) Amendment or termination of any material  contract,  agreement,  or
license to which the Company is a party,  except in the  ordinary  course of its
business;

         (m) Loan by the  Company to any person or entity,  or  guaranty  by the
Company of any loan, except in the ordinary course of business;

         (n)  Mortgage,  pledge,  or other  encumbrance  of any asset of the
Company  (except pursuant to Article XII);

         (o) Waiver or release of any right or claim of the  Company,  except in
the ordinary course of its business;

         (p) Issuance or sale by the Company of any shares of its capital  stock
of any class, or of any other of its securities;

         (q)  Other  event  or  condition  of any  character  that  has or might
reasonably have a Material Adverse Effect on the Company; or

         (r)  Agreement by the Company to do any of the things  described in the
preceding Subsections (a) through (q), inclusive.

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                  7.10.  THE COMPANY'S  TAX RETURNS AND TAXES.  Within the times
and in the manner  prescribed  by law, the Company has filed all federal,  state
and local tax returns  required by law and has paid all taxes,  assessments  and
penalties  due and  payable.  There are no present  disputes  as to taxes of any
nature payable by the Company.

                  7.11.  EXISTING  EMPLOYMENT  CONTRACTS.  Exhibit  7.11 to this
Agreement is a list of all employment  contracts and all  collective  bargaining
agreements,  and all  pension,  bonus,  profit-sharing,  stock  option  or other
agreements or  arrangements  providing for employee  remuneration or benefits to
which the Company is a party or by which the Company is bound. All of the listed
contracts and  arrangements are in full force and effect and neither the Company
nor any other party is in default  under any of them which  default would have a
Material  Adverse  Effect on the  Company.  There have been no claims of default
and, to the best  knowledge  of the  Company,  there are no facts or  conditions
which,  if  continued,  or on  notice,  will  result  in a default  under  these
contracts or arrangements  which default would have a Material Adverse Effect on
the  Company.  There is no pending or, to the  Company's  knowledge,  threatened
labor  dispute,  strike,  or work stoppage  which would have a Material  Adverse
Effect on the Company.

                  7.12. COMPLIANCE WITH LAWS. The Company has complied with, and
is not in violation of,  applicable  federal,  state, and local statutes,  laws,
decrees,  regulations (including,  without limitation,  any applicable building,
zoning or other law, ordinance,  or regulations) affecting its properties or the
operations of its business which failure to comply would have a Material Adverse
Effect on the Company.

                  7.13.  LITIGATION.  Except as set forth in Exhibit 7.13, there
is no suit, action,  arbitration,  or legal, administrative or other proceeding,
or  governmental  investigation  pending,  or  to  the  best  knowledge  of  the
Shareholders and the Company, threatened against or affecting the Company or any

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7.13, if decided  adversely to Company,  would not result in a Material  Adverse
Effect on the Company.  The  Shareholders and the Company have furnished or made
available  to USCC  copies of all  relevant  court  papers  and other  documents
relating to the matters set forth in Exhibit 7.13. The Company is not in default
with respect to any order, writ, injunction, or decree of any federal, state, or
local  court,  department,  agency  or  instrumentality.  Except as set forth in
Exhibit  7.13,  the  Company is not  presently  engaged  in any legal  action to
recover moneys due to it or damages sustained by it.

                  7.14. OTHER  CONTRACTS.  The Company is not a party to, nor is
the  property of the Company  bound by, any  agreement  not entered  into in the
ordinary course of business,  any indenture,  mortgage,  deed of trust, lease or
any agreement that is unusual in nature, duration or amount (including,  without
limitation,  any  agreement  requiring  the  performance  by the  Company of any
obligation for a period of time extending  beyond one year from the Closing Date
or calling for consideration of more than $100,000) except the agreements listed
in exhibit 7.14,  copies of which have been furnished or made available to USCC.
There is no default or event that with notice or lapse of time,  or both,  would
constitute a default,  by any party to any of the listed  agreements,  except as
set forth in Exhibit 7.14. The Company has not received notice that any party to
any  listed  agreement  intends to cancel or  terminate  any such  agreement  or
exercise or not exercise any options in any such agreement,  except as set forth
in Exhibit 7.14.

                                       16
<PAGE>


                  7.15. THE AGREEMENT WILL NOT CAUSE BREACH. Except as set forth
in Exhibit 7.15, none of which  exceptions  would have a Material Adverse Effect
on the  Company,  the  consummation  of the  transactions  contemplated  by this
Agreement will not result in or constitute  any of the following:  (a) a default
or an event  that,  with  notice or lapse of time or both,  would be a  default,
breach, or violation of the articles of incorporation, bylaws or other governing
documents of the Company, or of any lease, license, promissory note, conditional
sales  contract,  commitment,  indenture,  mortgage,  deed of  trust,  or  other
agreement,  instrument,  or  arrangement  to which the  Company is a party or by
which the Company or the  property  of the  Company is bound,  (b) an event that
would permit any party to terminate any agreement or to accelerate  the maturity
of any indebtedness or other  obligation of the Company;  or (c) the creation or
imposition of any lien,  charge,  or  encumbrance  on any of the property of the
Company.

                  7.16. CORPORATION DOCUMENTS.  The Shareholders and the Company
have  furnished  USCC  for  its  examination  copies  of  (a)  the  articles  of
incorporation,  bylaws and other  governing  documents of the  Company;  (b) the
minute books of the Company  containing all records  required to be set forth of
all  proceedings,  consents,  actions  and  meetings  of  the  shareholders  and
directors of the Company;  (c) all permits,  orders,  and consents issued by any
governmental  agency  having  authority  over the  issuance  of  shares or other
securities with respect to the Company, or any share or security of the Company,
and all applications for such permits, orders and consents; and (d) the transfer
books of the Company  setting  forth all  issuances and transfers of any capital
stock or security of the  Company.  The  articles and bylaws of the Company have
not been amended  except as explicitly set forth in the documents made available
to USCC, or as otherwise contemplated herein, and are in full force and effect.

                  7.17 INSURANCE  POLICIES.  Exhibit 7.17 to this Agreement is a
description  of all  insurance  policies  held  by the  Company  concerning  the
business and assets of the  Company.  All these  policies are in the  respective

                                       17
<PAGE>

principal  amounts set forth in Exhibit 7.17. The Company is not in default with
respect to payment of premiums on any such policy. No claim is pending under any
such policy, except as set forth in Exhibit 7.17.

                  7.18 TRADE NAMES,  TRADEMARKS AND  COPYRIGHTS.  To the best of
the  Shareholders'  knowledge,  the Company owns, or holds adequate  licenses or
other rights to use, all trademarks,  service marks, trade names, and copyrights
necessary  for  operation of its  business as now  conducted by it, and that use
does not, and will not,  conflict  with,  infringe on, or otherwise  violate any
rights of others.

                                  ARTICLE VIII
                     REPRESENTATIONS AND WARRANTIES BY USCC

                  USCC hereby represents and warrants to the  Shareholders,  and
each of them,  as follows  (each of which  representations  and  warranties is a
material consideration and inducement to the Shareholders):

                  8.1   CORPORATE   ORGANIZATION.   USCC  and   subsidiary   are
corporations  duly  organized,  validly  existing and in good standing under the
laws of the  State of  Delaware,  and have all  requisite  corporate  power  and
authority to own their  respective  properties and to carry on their  respective
businesses  as now  owned  by each  of  them,  and  undertake  their  respective
obligations under this Agreement.

                  8.2. CAPITAL STRUCTURE OF USCC. USCC has an authorized capital
of 25,000,000  shares of which 20,000,000 shares are designated Common Stock and
5,141,942 are outstanding,  and 5,000,000 shares are designated  preferred stock
of which 1000 shares have been issued and designated  Series A Preferred  Stock,
1000 shares have been issued and designated  Series B Preferred  Stock, and 1000
shares have been issued and designated Series C Preferred Stock.

                                       18
<PAGE>

                  8.3 CORPORATION DOCUMENTS. USCC has furnished the Shareholders
for their examination copies of (a) the certificate of incorporation, bylaws and
other  governing  documents of USCC; (b) the minute books of USCC containing all
records  required  to be set forth of all  proceedings,  consents,  actions  and
meetings of the shareholders and directors of USCC; (c) all permits, orders, and
consents issued by any governmental agency having authority over the issuance of
shares or other  securities  with  respect to USCC,  or any share or security of
USCC, and all  applications for such permits,  orders and consents;  and (d) the
transfer  books of USCC setting forth all issuances and transfers of any capital
stock or security of USCC. The certificate of  incorporation  and bylaws of USCC
have not been  amended  except as  explicitly  set forth in the  documents  made
available to the Shareholders and are in full force and effect.

                  8.4 COMPLIANCE  WITH LAWS.  USCC has complied with, and is not
in violation of, applicable  federal,  state and local statutes,  laws, decrees,
regulations  (including without limitation all federal and state securities laws
and antitrust  laws, as well as all laws,  rules and  regulations  pertaining to
Medicare  and  Medicaid)  except for such  violation  as would have no  Material
Adverse Effect on USCC.

                  8.5  LITIGATION.  There is no suit,  action,  arbitration,  or
legal, administrative or other proceeding or governmental investigation pending,
or to the best knowledge of USCC, threatened against or affecting USCC or any of
its businesses, assets or financial affairs which litigation could reasonably be
expected to have a Material  Adverse Effect on USCC. USCC is not in default with
respect to any order, writ, injunction or decree of any federal,  state or local
court,  department,  agency or instrumentality which default could reasonably be
expected to have a Material  Adverse Effect on USCC or the Company.  USCC is not
presently  engaged in any legal  action to  recover  moneys due to it or damages
sustained  by it which action  could  reasonably  be expected to have a Material
Adverse Effect on USCC.

                                       19
<PAGE>

                  8.6 THE AGREEMENT  WILL NOT CAUSE BREACH.  Except as set forth
in Exhibit 8.7, none of which exceptions would have a Material Adverse Effect on
USCC, the consummation of the  transactions  contemplated by this Agreement will
not  result in or  constitute  any of the  following:  (a) a default or an event
that,  with  notice or lapse of time or both,  would be a  default,  breach,  or
violation of the articles of incorporation,  bylaws or other governing documents
of USCC, or of any lease, license,  promissory note, conditional sales contract,
commitment,  indenture, mortgage, deed of trust, or other agreement, instrument,
or  arrangement  to which USCC is a party or by which USCC or the  Subsidiary or
the  property  of USCC is bound,  (b) an event  that  would  permit any party to
terminate  any agreement or to accelerate  the maturity of any  indebtedness  or
other obligation of USCC; or (c) the creation or imposition of any lien, charge,
or encumbrance on any of the property of USCC.

                                   ARTICLE IX
                              COVENANTS OF COMPANY

                  The Company  hereby  covenants  and agrees that,  prior to the
Closing Date, it shall comply with each of the following:

                  9.1 USCC'S ACCESS TO PROPERTIES AND RECORDS. USCC has been and
will  continue  to be provided  full  access by Company to all of the  business,
operations,  properties,  books, accounts, records,  contracts,  commitments and
documents  of Company and shall  permit USCC to make such  additional  business,
accounting and legal review and examination of Company as USCC shall  reasonably
request.  Company shall cause to be afforded to USCC,  its counsel,  accountants
and other representatives full access during normal business hours to all of the
business,   operations,   properties,   books,  accounts,   records,  contracts,
commitments  and documents of the Company as USCC or its  representatives  shall
reasonably request (including, but limited to, tax returns). During such period,
the  Shareholders  shall,  and shall cause the Company to,  cooperate fully with

                                       20
<PAGE>

USCC or its representatives in connection with such review and examination. USCC
and its  representatives  shall  conduct its review in such a way as to minimize
any impact on the Company.

                  9.2  CONDUCT OF BUSINESS IN NORMAL  COURSE.  The Company  will
carry on its businesses and activities  diligently and in substantially the same
manner as they  previously have been carried out and shall not make or institute
any unusual or novel methods of purchase, sale, lease, management, accounting or
operation or of rendering  services to its  patients  that will vary  materially
from those methods used by the Company as of the date of this Agreement.

                  9.3 CORPORATE MATTERS.  Except as may otherwise be required to
comply with the  provisions  of Section  9.7,  the Company  will not,  except as
otherwise contemplated herein, without USCC's consent,  (which consent shall not
be unreasonably  withheld),  (a) amend its articles of incorporation,  bylaws or
other governing documents,  (b) issue any shares of its capital stock, (c) issue
or  create  any  warrants,  obligations,   subscriptions,  options,  convertible
securities,  or other  commitments  under  which  any  additional  shares of its
capital stock of any class might be directly or indirectly  authorized,  issued,
or transferred from treasury, or (d) agree to do any of the acts listed above.

                  9.4 EMPLOYEES AND COMPENSATION.  The Company will not, without
USCC's consent,  (which consent shall not be unreasonably withheld), do or agree
to do any of the  following:  (a) grant any  increase in salaries  payable or to
become  payable  to any  officer,  director,  employee  or agent,  (b)  increase
benefits payable to any officer, director,  employee or agent under any bonus or
pension  plan or other  contract  or  commitment,  or (c) modify any  collective
bargaining  agreement  to  which  the  Company  is a party or by which it may be
bound.

                  9.5  TRANSACTIONS.   The  Company  will  not,  without  USCC's
consent,  (which consent shall not be unreasonably  withheld), do or agree to do
any of  the  following  acts:  (a)  enter  into  any  contract,  commitment,  or

                                       21
<PAGE>

transaction  not in the usual and ordinary  course of its  business;  or (b) (i)
during the thirty-day  period commencing with the date upon which this Agreement
is executed enter into any contract, commitment, or transaction in the usual and
ordinary course of business involving an amount exceeding $5,000,  individually,
or  $25,000  in the  aggregate  or (ii)  from and  after  the  thirty-first  day
following  the date  upon  which  this  Agreement  is  executed  enter  into any
contract,  commitment,  or  transaction  in the  usual  and  ordinary  course of
business involving an amount exceeding $25,000, individually, or $100,000 in the
aggregate.

                  9.6 DIVIDENDS,  DISTRIBUTIONS  AND  ACQUISITIONS OF STOCK. The
Company  will  not (a)  declare,  set  aside  or pay any  dividend  or make  any
distribution  in  respect of its  capital  stock,  (b)  directly  or  indirectly
purchase,  redeem,  or otherwise acquire any shares of its capital stock, or (c)
enter into any agreement  obligating  it to do any of the  foregoing  prohibited
acts,  notwithstanding  the foregoing or any other  provision of this Agreement,
the parties intend and agree that the Company shall pay customary  dividends and
distributions  through  the date of the  closing  and at the time of closing the
case balance of the company will be no greater than $1,000.00.


                  9.7  ELIMINATION  OF  PROFESSIONAL   ASSOCIATION  STATUS.  The
Shareholders  shall cause the Company to cease to be a professional  association
by amending its Articles of  Incorporation  in accordance with Section 621.13 of
the Florida Statutes.

                                    ARTICLE X
                         CONDITIONS PRECEDENT TO USCC's
                         PERFORMANCE AND TO THE CLOSING

                  The  obligations  of  USCC  to  consummate  the   transactions
contemplated  herein are subject to the satisfaction by the Company or waiver by
USCC of the following:

                  10.1  REPRESENTATIONS AND WARRANTIES.  All representations and
warranties of the Company and the Shareholders  shall be true and correct in all

                                       22
<PAGE>

material  respects as of the date when made and as of the Closing Date as though
made on such date.

                  10.2   AGREEMENTS  AND  COVENANTS.   The  Company  shall  have
performed in all material respects all agreements and covenants required by this
Agreement to have been performed or complied with by the Company.

                  10.3 SELLER CONSENTS.  The  Shareholders  shall have obtained,
and shall  caused the  Company  to  obtain,  all  necessary  consents,  waivers,
authorizations  and approvals of all other Persons  required of the Shareholders
or the Company in connection with the execution, delivery and performance by the
Shareholders of this Agreement.

                  10.4 EXECUTION OF MEDICAL SERVICES AGREEMENT. USCC and Florida
Radiation Oncology Group shall have entered into on or before the Closing Date a
Medical Services Agreement in the form appended hereto as Exhibit 10.4.

                                   ARTICLE XI
                  CONDITIONS PRECEDENT TO THE SHAREHOLDERS' AND
                  THE COMPANY'S PERFORMANCE AND TO THE CLOSING

                  The  obligations  of  the  Company  and  the  Shareholders  to
consummate the transactions  contemplated herein are subject to the satisfaction
by USCC or the waiver by the Company of the following:

                  11.1  REPRESENTATIONS AND WARRANTIES TRUE. All representations
and warranties of USCC shall be true and correct in all material  respects as of
the date when made and as of the Closing Date as though made on such date.

                  11.2  AGREEMENTS AND  COVENANTS.  USCC shall have performed in
all material respects all agreements and covenants required by this Agreement to
have been performed or complied with by USCC.

                  11.3   CONSENTS.   USCC  shall  have  obtained  all  necessary
consents,  waivers,   authorizations  and  approvals  of  all  governmental  and

                                       23
<PAGE>
regulatory authorities,  and of all other Persons required of USCC in connection
with the execution, delivery and performance by USCC of this Agreement.

                  11.4  CORPORATE  APPROVAL.  The execution and delivery of this
Agreement by USCC and the  performance  of its covenants and  obligations  under
this Agreement shall have been duly  authorized by all necessary  action and the
Shareholders  and the  Company  shall have  received  copies of all  resolutions
pertaining  to  that   authorization,   certified  by  the  secretary  or  other
responsible officer of USCC.

                                   ARTICLE XII
                              CLOSING; TERMINATION

                  12.1 PLACE;  DATE. The delivery of all  instruments  and items
required or permitted to be delivered  under the terms of this  Agreement  shall
take place on the Closing Date at Stoneburner Berry Goldman & Simmons,  P.A. If,
by the Closing Date, the Shareholders  and/or the Company shall have been unable
to obtain all waivers and consents of private parties and governmental  agencies
required by this Agreement,  then USCC, the Shareholders and the Company may, by
mutual  written  consent,  postpone  the Closing to a date not later than thirty
days following the Closing Date specified in Section  1.1.e;  provided,  that in
such case,  USCC shall  submit  such  amended  articles of merger to the Florida
Department of State and amended  certificate of merger to the Secretary of State
of Delaware as may be required if necessary to identify a new Merger Date.

                  12.2 THE SHAREHOLDERS'  OBLIGATIONS AT CLOSING. On the Closing
Date,  the  Shareholders  shall  execute and shall deliver to USCC the following
instruments,  in form  and  substance  reasonably  satisfactory  to USCC and its
counsel, against delivery of the Preferred USCC Shares to which the Shareholders
may be entitled hereunder and the documents as specified in Section 13.3:

                                       24
<PAGE>

                  (a) A certificate or certificates  representing  the shares in
the Company; and

                  (b) Such  other  certificates,  instruments  or  documents  in
confirmation of the representations, warranties or covenants of the Shareholders
and the Company contained in the Agreement or in furtherance of the transactions
contemplated by this Agreement as USCC or its counsel may reasonably request.

                  12.3 USCC'S OBLIGATION AT CLOSING. At the Closing,  USCC shall
deliver to the  Shareholders  the following  instruments,  in form and substance
reasonably satisfactory to the Shareholders and their counsel,  against delivery
of the shares in the Company and the documents as specified in Section 12.2:

                  (a) the  certificates  representing  the Preferred USCC Shares
duly issued,  fully paid and  nonassessable  and  registered  in the name of the
Shareholders; and

                  (b) such  other  certificates,  instruments  or  documents  in
confirmation of the  representations,  warranties or covenants of USCC contained
in the Agreement or in  furtherance  of the  transactions  contemplated  by this
Agreement as the Shareholders or their counsel may reasonably request.

                  12.4 TERMINATION. This Agreement may be terminated at any time
prior to the Closing Date:

                  (a) by the mutual written consent of USCC and the Company;

                  (b) by any  party  hereto  in the  event  that all  conditions
precedent to its obligations to close the transactions  contemplated hereby have
not been met or waived by the Closing Date (as the same may be extended pursuant
to Section 13.1); or

                  (c) by any party hereto if any decree,  permanent  injunction,
judgment,  order or any  action  of any  court or other  governmental  entity of

                                       25
<PAGE>

competent jurisdiction  prohibiting or preventing the transactions  contemplated
hereby shall have become final and nonappealable.

                                  ARTICLE XIII
                             EXECUTION OF DOCUMENTS

         Each of the  parties,  at any time before or after the  Closing,  shall
execute,  acknowledge,  and deliver any further  assignments,  conveyances,  and
other assurances, documents, and instruments of transfer reasonably requested by
any other  party,  and will take any other action  consistent  with the terms of
this  Agreement  that may  reasonably  be  requested by such other party for the
purpose of  accomplishing  the merger  contemplated by this Agreement or for the
purpose of assigning,  transferring,  granting, conveying, and confirming to the
other party to be conveyed and transferred pursuant to this Agreement.

                                   ARTICLE XIV
                                    INDEMNITY


                  14.1  SHAREHOLDERS'  INDEMNITY.  Subject to the  provisions of
Section 14.3, the Shareholders shall indemnify, defend, and protect USCC and its
officers, directors, shareholders, employees and agents (collectively, the "USCC
Indemnified  Parties") and shall hold the USCC Indemnified Parties harmless from
and against any and all claims, demands,  losses, costs, expenses,  obligations,
liabilities,   damages,   recoveries  and  deficiencies,   including   interest,
penalties, and reasonable attorneys' fees, that the USCC Indemnified Parties may
incur or suffer  which  arise from or relate to (a) any breach or failure by the
Shareholders to perform any of their representations,  warranties,  covenants or
agreements  in this  Agreement,  or (b) any  liability  to any  person or entity
accruing or arising prior to the Closing Date and relating to or resulting  from
the Company or the operation of the business of the Company prior to the Closing
Date other than those  arising in the ordinary  course of business to the extent

                                       26
<PAGE>

that such  liabilities  or other  obligations  were incurred in creating work in
progress, accounts receivable or other assets for the Company. The Shareholders'
liability  hereunder shall be in proportion to, and shall not exceed, the number
of  Preferred  USCC  Shares  each  receives  from  this  transaction.  The  USCC
Indemnified  Parties shall  promptly  notify the  Shareholders  of any matter to
which the Shareholders'  indemnification obligations would apply, and shall give
the  Shareholders  a  reasonable  opportunity  to  defend  the same at their own
expense  and  with  counsel  of  their  own  selection;  provided  that the USCC
Indemnified  Parties shall at all times also have the right to fully participate
in the  defense  at their  own  expense.  If the  Shareholders  shall,  within a
reasonable time after such notice,  fail to defend, the USCC Indemnified Parties
shall have the right,  but not the obligation,  to undertake the defense of, and
to compromise or settle such matter on behalf, for the account,  and at the risk
of the USCC Indemnified Parties.

                  14.2 USCC  INDEMNITY.  Subject  to the  provisions  of Section
14.3,  USCC shall  indemnify,  defend,  and protect the  Shareholders  and their
employees and agents (collectively,  the "Shareholder  Indemnified Parties") and
shall hold the Shareholder Indemnified Parties harmless from and against any and
all claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries  and  deficiencies,  including  interest,  penalties,  and reasonable
attorneys'  fees, that the Shareholder  Indemnified  Parties may incur or suffer
which  arise from or relate to (a) any breach or failure by USCC to perform  any
of its representations,  warranties,  covenants or agreements in this Agreement,
or (b) any liability to any person or entity  accruing or arising  subsequent to
the Closing Date and relating to or resulting  from USCC or the operation of the
business of USCC  subsequent to the Closing Date.  The  Shareholder  Indemnified
Parties shall promptly notify USCC of any matter to which USCC's indemnification
obligations would apply, and shall give USCC a reasonable  opportunity to defend
the same at its own expense and with counsel of its own selection; provided that
the  Shareholder  Indemnified  Parties shall at all times also have the right to

                                       27
<PAGE>

fully participate in the defense at their own expense.  If USCC shall,  within a
reasonable time after such notice,  fail to defend, the Shareholder  Indemnified
Parties shall have the right,  but not the obligation,  to undertake the defense
of, and to compromise or settle such matter on behalf,  for the account,  and at
the risk of the Shareholder Indemnified Parties.


                  14.3 LIMITATIONS ON WARRANTIES AND INDEMNITY.  Notwithstanding
anything  herein to the contrary,  but subject to the exception  hereinafter set
forth  respecting  recoupments,  no party hereto (a) shall be liable upon or for
breach of any of its warranties herein set forth with respect to claims asserted
unless such  claims are  asserted in writing  with  specificity  within one year
after the  Closing  Date and (b) shall  assert any claim for breach of  warranty
unless,  and to the extent that, the aggregate of all such claims  together with
claims for breach of  warranty  asserted  by such party  against  the same party
under those  agreements  described  in Section  11.8 shall exceed the sum of one
hundred thousand dollars.  Notwithstanding  any limitation herein set forth, the
Shareholders  shall,  within thirty days following  written demand  therefor and
documentation thereof, reimburse Subsidiary in full for any sums it is obligated
to repay to any insurer  (including  any  federal or state  Medicare or Medicaid
payor) by way of recoupment for insurance, Medicare or Medicaid payments made to
the Company prior to the Closing Date.  Notwithstanding  any limitations  herein
set  forth in this  Section  14.3,  USCC's  indemnification  for a breach of its
failure to deliver 1000 Preferred USCC Shares to the Shareholders at the Closing
shall not be limited as to time or minimum amount of claim.

                                       28
<PAGE>
                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

                  15.1  SURVIVAL  OF   REPRESENTATIONS   AND   WARRANTIES.   The
respective  representations  and warranties of all of USCC, the Shareholders and
the Company shall survive the Closing and the  documentation of the transactions
contemplated by this Agreement for a period of three years from the date hereof.

                  15.2  NEGOTIATIONS.  For a period of ninety days following the
execution of this  Agreement by the  Shareholders  and the Company,  neither the
Company,  the Shareholders,  nor any of the  Shareholders,  nor anyone acting on
behalf of the Company,  the  Shareholders,  or any of the  Shareholders,  shall,
directly  or   indirectly,   encourage,   solicit,   engage  in  discussions  or
negotiations with, or provide any information to, any person, firm, partnership,
corporation or other entity (other than USCC or its representatives), concerning
any  consolidation,  sale of  substantial  assets,  purchase of capital stock or
other similar transaction involving the Company.  During this ninety day period,
the Shareholders and the Company will promptly communicate to USCC any inquiries
or communications  concerning any such transactions  which they, or any of them,
may receive or of which they, or any of them, may become aware.

                  15.3 CONFIDENTIALITY.  Each party shall treat and hold as such
all confidential or non-public  information that it obtains from any other party
pursuant  to this  Agreement,  and shall  use such  confidential  or  non-public
information solely to effect the transactions  contemplated by this Agreement or
for other purposes consistent with the intent of this Agreement.

                  15.4 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit  of, and be  binding  upon,  the  parties  hereto  and their  respective
successors,  heirs,  representatives  and assigns, as the case may be; provided,
however,  that no party shall  assign or delegate  this  Agreement or any of the
rights or obligations created hereunder without the prior written consent of the
other party.

                                       29
<PAGE>

                  15.5  BROKERS  AND  FINDERS.  The  Shareholders  and USCC each
represents  and  warrants  to the  other(s)  that he has not engaged any broker,
finder or investment banker in connection with the transactions  contemplated by
this Agreement.

                  15.6  EXPENSES.  The parties  hereto  shall bear and be solely
liable for their  respective  legal and  accounting  fees incurred in connection
with the preparation, execution and performance of this Agreement and any of the
transactions  contemplated  or required by this  Agreement.  All other  expenses
incurred in connection with the  preparation,  execution and performance of this
Agreement and the  transactions  contemplated  hereby shall be borne and paid by
USCC.

                  15.7 ENTIRE AGREEMENT. This Agreement,  together with exhibits
attached  hereto,  represents  the entire  agreement  and  understanding  of the
parties  hereto with  reference to the  transactions  set forth  herein,  and no
representations,  warranties or covenants have been made in connection with this
Agreement  other  than  those  expressly  set forth  herein,  in the  Schedules,
agreements and other documents delivered in accordance herewith.  This Agreement
supersedes all prior  negotiations and discussions  between the parties relating
to the subject matter of this Agreement, and all prior drafts of this Agreement,
all of which are merged into this Agreement.

                  15.8 ARBITRATION.  Any dispute between the parties arising out
of this  Agreement  shall be submitted to final and binding  arbitration  in the
County of Duval, Florida, under the Commercial Arbitration Rules of the American
Arbitration  Association then in effect, upon written notification and demand of
either party therefor.  In the event either party demands such arbitration,  the
American  Arbitration  Association  shall  be  requested  to  submit  a list  of
prospective  arbitrators  consisting of persons experienced in matters involving
general  business  contracts.  In making the award,  the arbitrator  shall award
recovery of costs and expenses of the arbitration and reasonable attorneys' fees
to the prevailing  party. Any award may be entered as a judgment in any court of
competent  jurisdiction.  Should judicial proceedings be commenced to enforce or

                                       30
<PAGE>

carry out this provision or any arbitration  award, the prevailing party in such
proceedings  shall be  entitled  to  reasonable  attorneys'  fees  and  costs in
addition to other relief.  Either party shall have the right, prior to receiving
an arbitration  award,  to obtain  preliminary  relief from a court of competent
jurisdiction  to: (a) avoid injury or prejudice to that party; or (b) to protect
the  rights  of any  party.  The  parties  agree  that  venue  for any  judicial
proceeding  respecting or arising out this  Agreement  shall be in Duval County,
Florida.

                  15.9  SEVERABILITY.  This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof.

                  15.10   COUNTERPARTS.   This  Agreement  may  be  executed  in
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together  shall be considered  one and the same  agreement.  A facsimile copy of
this Agreement sent by any party to any other party shall be deemed an original,
and shall have the same effect as if the original hereof were actually  received
by the party receiving such facsimile copy.

                  15.11  GOVERNING LAW. This  Agreement  shall be governed by an
construed in  accordance  with the laws of the State of Florida and, as respects
the  merger  of  the  Company  into  the  Subsidiary,  by the  Delaware  General
Corporations Law.

                  15.12 NO THIRD PARTY  BENEFICIARIES.  This Agreement shall not
confer any right or  remedies  upon any person  other than the parties and their
respective successors and permitted assigns.

                  15.13 NOTICES.  All notices and other  communications given or
made pursuant  hereto shall be in writing and shall be deemed duly given if (and
then two business  days after) it is made in writing and sent by  registered  or
certified mail (postage prepaid, return receipt requested) to the parties at the
following addresses:

                                       31
<PAGE>

         If to USCC:                          U. S. Cancer Care, Inc.
                                              P.O. Box 2517
                                              Dublin, CA  94568
                                              Attention:  Jeffrey Goffman

         With a Copy to:                      Bruce D. Whitley, Esq.
                                              Venture Counsel Associates, LLP
                                              1999 Harrison St., Ste. 1300
                                              Oakland, CA  94612

         If to the Shareholders:              Dr. Shyam Paryani
                                              P.O. Box 199919
                                              Jacksonville, FL 32245-9919

         With a copy to:                      Nathan D. Goldman, Esq.
                                              Stoneburner Berry Goldman &
                                              Simmons, P.A.
                                              50 North Laura Street, Suite 330
                                              Jacksonville, FL 32202

or to such other persons or at such other addresses as shall be furnished by any
party by like  notice to the  others.  Any party may give any  notice  and other
communications  hereunder using any other means  (including  personal  delivery,
expedited  courier,  messenger  service,  telecopy,  telex,  ordinary  mail,  or
electronic  mail), but no such notice or  communication  shall be deemed to have
been duly given unless and until it actually is received by the  individual  for
whom it is intended.

                  15.14 WAIVER. Any party hereto may (a) extend the time for the
performance  of any of the  obligations  or acts of the other party hereto,  (b)
waive any  inaccuracies  in  representations  and  warranties of the other party
contained  herein or in any  document  delivered  pursuant  hereto and (c) waive
compliance by the other party with any of the agreements or conditions contained
herein.  Any such waiver or extension  pertaining  to a breach or default by the
other party hereto must be in writing to be binding.

                                       32
<PAGE>

                  Balance  of page  intentionally  left  blank.  Signature  page
follows.



                                       33
<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be signed and attested to as of the date first written above.

USCC:

U. S. CANCER CARE, INC.,
a Delaware corporation

By:  /s/Jeffrey A. Goffman
----------------------------
Jeffrey A. Goffman, CEO


THE SHAREHOLDERS:

/s/Walter P. Scott
----------------------------
Walter P. Scott

/s/Shyam B. Paryani
---------------------------
Shyam B. Paryani

/s/Douglas Johnson
----------------------------
Douglas Johnson

/s/John Whitfield Wells,  Jr.
---------------------------
John Whitfield Wells, Jr.

/s/Sonja Schoeppel
----------------------------
Sonja Schoeppel

/s/Abhijit Deshmukh
----------------------------
Abhijit Deshmukh

THE COMPANY

Florida Cancer Center - Beaches, P.A.,
a Florida professional association

By:  /s/Shyam B. Paryani
----------------------------
      Shyam B. Paryani
      President

U:\Goldman\US Cancer Care\Beaches\Merger Agreement - 1-10-01.doc

                                       34
<PAGE>

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
                    ) ss.
COUNTY OF ORANGE    )

     On 1-12-01, before me, Mary E. Butts, Notary Public, personally appeared
Jeffrey A. Goffman.

                         personally known to me
                    X    proved to me on the basis of satisfactory evidence

SEAL

MARY E. BUTTS
COMM. #1184977
NOTARY PUBLIC - CALIFORNIA
ORANGE COUNTY
My Comm. Expires June 23, 2002


                    to be the person  whose name is  subscribed  to the  written
                    instrument and  acknowledged to me that he executed the same
                    in his authorized capacity, and that by his signature on the
                    insturment  the  person,  or the entity upon behalf of which
                    the person acted, executed the instrument.

                                   WITNESS my hand and official seal.

                                   /s/Mary E. Butts
                                   Signature of Notary Public


                                    OPTIONAL

Though the  information  below is not required by law, it may prove  valuable to
persons  relying  on the  document  and could  prevent  fraudulent  removal  and
reattachment of this form to another document.

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document:    Merger Agreement
Document Date: 1-12-01        Number of Pages: 35
Signer(s) Other Than Named Above:

CAPACITY(IES) CLAIMED BY SIGNER
Signer's Name:
___  Individual
_X_  Corporate Officer - Title(s): CEO
___  Parnter - Limited or General
___  Attorney in Fact
___  Trustee
___  Guardian or Conservator
___  Other:

Signer is Representing:  U.S. Cancer Care, Inc.

                                       35
<PAGE>


STATE OF FLORIDA
COUNTY OF DUVAL

     The  foregoing  instrument  was  acknowledged  before  me this  15th day of
January,  2001 by Shyam B.  Paryani,  as  President of Florida  Cancer  Center -
Beaches, P.A., a Florida professional association, on behalf of the association,
who as President of the association is authorized to execute this instrument and
who  acknowledges  that the facts stated  herein are true.  He (X) is personally
known to me or (___) has produced _____________________ as identification.

                                        /s/Geeta Paryani
                                       --------------------------
                                       Notary Public
                                       My Commission Expires:
                                       My Commission No:

SEAL

STATE OF FLORIDA
NOTARY PUBLIC
GEETA PARYANI
My Comm. Exp. 10/15/2001
Bonded By Service Ins.
     No. CC688775

_X_ Personally Known     ___ Other I.D.

                                       36


<PAGE>

                                  SCHEDULE 2.5

                               ARTICLES OF MERGER







                                       37
<PAGE>


                                 EXHIBIT 7.4

                             STATEMENT OF OPERATIONS







                                       38

<PAGE>

                                   EXHIBIT 7.5

                             UNDISCLOSED LIABILITIES

                                     - NONE-






                                       39
<PAGE>


                                   EXHIBIT 7.6

                                   RECOUPMENTS

THE  PHYSICIANS  OF F.R.O.G.  HAVE BEEN  INFORMED BY BLUE  CROSS/BLUE  SHIELD OF
FLORIDA THAT DUE TO THEIR COMPUTER  ERROR,  THERE MAY HAVE BEEN  OVERPAYMENTS TO
EACH  OF THE  PHYSICIANS.  THIS  MAY  ALSO  EFFECT  EACH  OF THE  CENTERS  BEING
TRANSFERRED  TO USCC. THE EXACT AMOUNT OF THE  OVERPAYMENT  IS UNKNOWN,  BUT ANY
RECOUPMENTS DUE TO THIS PROBLEM WILL BE PAID BY THE SELLERS.





                                       40

<PAGE>

                                   EXHIBIT 7.7

                                 LIST OF ASSETS



          FURNITURE AND EQUIPMENT                                $     ______.00

          MEDICAL EQUIPMENT                                         _________

          COMPUTER AND OFFICE EQUIPMENT                               _______
                      LESS ACCUMULATED DEPRECIATION               ___________





                                       41
<PAGE>


                                   EXHIBIT 7.8

                               ACCOUNTS RECEIVABLE





                                       42

<PAGE>


                                   EXHIBIT 7.9

                          CHANGES CONCERNING CONDITION

                                     - NONE-





                                       43

<PAGE>

                                  EXHIBIT 7.11

                              EMPLOYMENT CONTRACTS

                          MANAGEMENT SERVICES AGREEMENT

                        PERSONNEL LEASING AGREEMENT (BMC)





                                       44

<PAGE>

                                  EXHIBIT 7.13

                                   LITIGATION

                                     -NONE-






                                       45

<PAGE>

                                  EXHIBIT 7.14

                                    CONTRACTS

LINAC ENGINEERING

PUTNAM COMMUNITY HOSPITAL WARRANTY

DEED AND RESTRICTIONS



                                       46

<PAGE>


                                  EXHIBIT 7.17

                               INSURANCE POLICIES

INSURANCE POLICIES



U:\Goldman\US Cancer Care\Beaches\Merger Agreement - 11-20.doc







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