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                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of this
22nd day of May 1998 among U.S. Cancer Care, Inc., a Delaware corporation, (the
"Corporation") and Jeffrey A. Goffman (the "Employee").

                                    RECITALS

     A. The Corporation owns or controls and intends to acquire ownership and
control of entities which provide radiation oncology treatment to cancer
patients.

     B. The Employee has served as Chief Executive Officer, Chairman of the
Board and Chief Financial Officer of US Diagnostic Inc., a Delaware corporation,
and is presently serving as Chief Executive Officer, Chairman of the Board and
Secretary of the Corporation.

     C. The Corporation wishes to retain the services of the Employee as its
Vice-Chairman of the Board and Secretary, on the terms, and subject to the
conditions, hereinafter set forth.

                                    AGREEMENT

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

     2.1 DEFINITIONS. For purposes of this Agreement, unless the context
otherwise requires, the following terms have the respective meanings set out
below.

         A. "AFFILIATE" shall mean any Person, whether present or future, that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with the Corporation.

         B. "AGREEMENT" shall have the meaning ascribed thereto in the preamble
of this Agreement.

         C. "BOARD" shall have the meaning ascribed thereto in Section 3.1.

         D. "BUDGETED NET INCOME" shall have the meaning ascribed thereto in
Section 7.2.

         E. "BUSINESS" shall have the meaning ascribed thereto in Section 10.1.

         F. "CAUSE" shall have the meaning ascribed thereto in Section 4.2.


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         G. "CHANGE OF CONTROL" means and includes each of the following: (i)
the acquisition, in one or more transactions, of beneficial ownership (within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) by any Person or any group of Persons who constitute a
group (within the meaning of Section 13d-3 of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Corporation or any Affiliate of the Corporation, of any securities of the
Corporation such that, as a result of such acquisition, such Person or group
beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act),
directly or indirectly, more than forty percent (40%) of the Corporation's
outstanding voting securities entitled to vote on a regular basis for a majority
of the members of the Board; (ii) a change in the composition of the Board such
that a majority of the members of the Board were not (A) members of the Board on
the date of this Agreement or (B) nominated for election or elected to the Board
with the affirmative vote of a majority of directors who were members of the
Board on the date of this Agreement; or (iii) the stockholders of the
Corporation approve a merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least eighty percent (80%) of
the total voting power represented by the voting securities of the Corporation
or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of (in one or more transactions) all or substantially all of the
Corporation's assets.

         H. "CONFIDENTIAL INFORMATION" shall mean non-public information
concerning the Corporation, including without limitation, financial data,
statistical data, strategic business plans, agreements or other material
relating to the business, services or activities of the Corporation and its
Affiliates and (b) trade secrets, market reports, customer investigations,
customer lists, practices, processes, methods, information relating to
government relations and other similar information that is proprietary
information of the Corporation or its Affiliates.

         I. "CONTROL" shall mean the direct or indirect legal or beneficial
ownership of more than fifty percent of the shares of capital stock or other
profit interest of any Person, the holders of which are ordinarily and
generally, in the absence of contingencies or special circumstances, entitled to
vote for the election of directors or the equivalent governing body.

         J. "CORPORATION" shall have the meaning ascribed thereto in the
preamble of this Agreement.

         K. "CUSTOMER" means any Person to whom the Corporation or any of its
Affiliates currently sells or provides goods or services, or has sold or
provided goods or services at any time within the twelve (12) month period prior
to the time at which any determination is required to be made as to whether any
such Person is a Customer.

         L. "DISABILITY" shall have the meaning ascribed thereto in Section 4.4.


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         M. "EMPLOYEE" shall have the meaning ascribed thereto in the preamble
of this Agreement.

         N. "EXCHANGE ACT" shall have the meaning ascribed thereto in Section
1.1(g).

         O. "GAAP" shall mean generally accepted accounting principles and
practices set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession that are applicable to the circumstances as
of the date of determination, applied on a consistent basis.

         P. "NON-COMPETITION PERIOD" shall have the meaning ascribed thereto in
Section 10.1.

         Q. "PERSON" shall mean any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated organization or any other entity, union or
association, or government or any agency or political subdivision thereof.

         R. "PLAN" shall have the meaning ascribed thereto in Section 8.1

         S. "PROSPECTIVE BUSINESS ACTIVITY" shall have the meaning ascribed
thereto in Section 10.1.

         T. "SUBSIDIARY" shall mean with respect to any Person, any corporation,
association or other business entity of which securities representing 50% or
more of the combined voting power of the total voting stock (or in the case of
an association or other business entity which is not a corporation, 50% or more
of the equity interest) is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof.

         U. "TERM" shall have the meaning ascribed thereto in Section 4.1.

         V. "USCC" shall have the meaning ascribed thereto in the preamble of
this Agreement.

     1.2 CONSTRUCTION.

         A. CAPTIONS. The 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.


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         B. EXHIBITS. The exhibits to this Agreement are integral parts of this
Agreement and are hereby incorporated herein by this reference as if fully set
forth herein.

         C. MANDATORY AND PERMISSIVE ACTS. As used in this Agreement, the words
"shall" and "will" refer to mandatory acts; the word "may" shall refer to
permissive acts.

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

         E. MISCELLANEOUS TERMS. The term "or" shall not be exclusive. The terms
"herein," "hereof," "hereto," "hereunder" and other terms similar to such terms
shall refer to this Agreement as a whole and not merely to the specific article,
section, paragraph or clause where such terms may appear. The term "including"
shall mean "including, but not limited to".

                                  ARTICLE III
                                   EMPLOYMENT

     The Corporation hereby employs the Employee and the Employee hereby accepts
employment with the Corporation, commencing as of the date hereof, for the Term,
in the position and with the duties and responsibilities set forth in Article
III, and upon such other terms and conditions set forth in this Agreement.

                                   ARTICLE IV
                                POSITION; DUTIES

     4.1 POSITION AND DUTIES. The Employee shall serve as Vice-Chairman of the
Board and Secretary of the Corporation subject to the ultimate control and
direction of the board of directors of the Corporation (the "Board") with duties
and responsibilities that are customary for such offices, including, but not
limited to, general and active supervision and direction over the other
officers, agents and employees of the Corporation. The Employee shall have such
other powers and duties as may be prescribed by the Board or by the bylaws of
the Corporation. Without limiting the generality of the foregoing, the Employee
shall use his best efforts to attend all meetings of the stockholders and all
meetings of the Board of Directors of the Corporation.

     4.2 BEST EFFORTS. The Employee will use his best efforts to perform his
duties and discharge his responsibilities pursuant to this Agreement
competently, carefully and faithfully. In

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determining whether or not the Employee has used his best efforts hereunder the
Corporation's delegation of authority to other employees and all surrounding
circumstances shall be taken into account and the Employee's best efforts shall
not be judged solely on the Corporation's earnings or other results of the
Employee's performance.

                                    ARTICLE V
                         TERM OF EMPLOYMENT; TERMINATION

     5.1 TERM . The term (the "Term") of this Agreement shall commence on the
date first above written and shall terminate on the fifth (5th) anniversary of
said commencement date.

     5.2 TERMINATION FOR CAUSE. Subject to the provisions of Sections 4.3 and
4.4, the Corporation may terminate this Agreement only for Cause by giving
written notice of termination specifying the grounds thereof. Such termination
will become effective upon the giving of such notice. Cause for termination
hereunder ("Cause") shall consist only of the following: (a) the Employee enters
a plea of guilty or nolo contendere to, or is convicted of, a felony or any
other criminal act involving moral turpitude, dishonesty, theft or unethical
business conduct; (b) the Employee has been found in a civil action to have
committed gross negligence or willful misconduct in carrying out his duties
hereunder; or (c) the Employee materially breaches this Agreement; (d) the
Employee shall engage in habitual use of drugs or alcohol and such use
constitutes an abuse thereof; or (e) the Employee engages in willful misconduct,
material dishonesty or fraud in the performance of his duties hereunder. Upon
any such termination for Cause, the Employee shall have no right to
compensation, bonus or reimbursement under Sections 7.1 or 7.2 or to participate
in any employee benefit programs (other than such programs as the Corporation
is, by law, required to allow his participation) under Section 7.5 for any
period subsequent to the effective date of termination.

     5.3 CONSTRUCTIVE TERMINATION. In the event that (a) with or without a
change in his title or formal corporate action there shall be a material
diminution in the nature or scope of the authorities, powers, functions, duties
or responsibilities of the Employee set forth in Article III or (b) the
Corporation materially breaches this Agreement or the performance of its duties
and obligations hereunder, the Employee, by written notice to the Corporation,
may elect to deem his employment hereunder to have been terminated by the
Corporation without Cause.

     5.4 DEATH OR DISABILITY. Except for the Corporation's obligations contained
in this Section 4.4, this Agreement and the obligations of the Corporation
hereunder will terminate upon the Employee's death or Disability. For purposes
of this Section 4.4, Disability shall mean that for a period of six (6) months
in any twelve (12) month period the Employee is incapable of substantially
fulfilling the duties set forth in Article III because of physical, mental or
emotional incapacity resulting from injury, sickness or disease. Upon
termination of this Agreement by reason of the Employee's death or Disability,
the Corporation will pay the Employee or his legal representative, as the case
may be: (a) his annual base salary at such time through the date of such
termination of employment and (b) a pro rata share of the bonus due the Employee
under Section

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7.2 (computed as the ratio that the number of days expiring from the beginning
of the most recently-concluded anniversary of the date of this Agreement through
the date of death or Disability bears to 365). Such sums shall be paid upon the
same terms and conditions as if this Agreement were in full force and effect.

     5.5 TERMINATION BY THE EMPLOYEE. The Employee may terminate his obligations
under this Agreement by giving the Corporation at least sixty (60) days' prior
written notice.

     5.6 DAMAGES FOR TERMINATION WITHOUT CAUSE AND FOR TERMINATION INCIDENT TO A
CHANGE OF CONTROL. In the event that the Employee's employment shall be
terminated without Cause and/or in the event that the Employee's employment is
terminated as the result of a Change of Control, in addition to any other
damages or relief to which the Employee may be entitled at law or in equity, the
Corporation shall pay to the Employee as liquidated damages therefor an amount
equal to 2.9 times the salary and bonus, if any, paid to the Employee for the
fiscal year immediately preceding the fiscal year in which the Employee's
employment is so terminated.

     5.7 CONTINUING EFFECT. Except as otherwise provided in Section 4.3
respecting termination of the Employee's employment without Cause,
notwithstanding any termination of this Agreement, the provisions of Articles X
and XI shall remain in full force and effect.

                                   ARTICLE VI
                    DEVOTION OF THE EMPLOYEE'S TIME TO DUTIES

     The Employee will devote substantially full time during normal business
hours (exclusive of periods of sickness and Disability and of such normal
holiday and vacation periods as have been established by the Corporation) to the
affairs of the Corporation; provided, however, that the Employee will be
permitted to devote a limited amount of his time, without payment therefor of
salary or wages, to charitable or similar organizations and to such other
businesses and/or investment activities as are not barred by the provisions of
Article X and which do not interfere with the provision of services hereunder.

                                   ARTICLE VII
                           OTHER COVENANTS OF EMPLOYEE

     7.1 MEDICAL BUSINESS OPPORTUNITIES. The Employee agrees to promptly present
to the Corporation all potential opportunities for acquisitions, joint ventures
and similar transactions in the cancer care field which are presented to him or
of which he otherwise acquires knowledge during the Term.

     7.2 PLEDGE OF SHARES. The Employee shall grant, pursuant to the terms of
that certain Pledge and Security Agreement, dated as of May 22, 1998, by and
among the Employee and

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John Fuery and W. Brian Fuery, a security interest in and to all of his right,
title and interest in and to one million (1,000,000) shares of common stock of
the Corporation currently owned by him to secure the obligation of the
Corporation to pay and otherwise perform all of its covenants under those
convertible promissory notes of even date herewith payable by the Corporation to
John J. Fuery, M.D., in the principal amount of $1,053,276, and to W. Brian
Fuery in the principal amount of $430,212.

                                  ARTICLE VIII
                            COMPENSATION AND EXPENSES

     8.1 SALARY. For the Employee's services to be rendered under this
Agreement, including, but not limited to, the Employee's obligation to grant a
security interest in the Corporation's common stock currently owned by him as
provided in Section 6.2 hereof, the Corporation shall pay the Employee an annual
base salary of $175,000 during the first year of the Term, which thereafter
shall be increased at least annually at a rate of no less than five percent (5%)
per annum, with such additional amounts being set in the discretion of the
Board. The Corporation will pay the Employee his annual salary in equal
installments no less frequently than monthly.

     8.2 BONUS. Within sixty (60) days following the close of each fiscal year,
the Corporation shall pay the Employee an annual bonus, not to exceed One
Hundred Thousand Dollars ($100,000), in an amount equal to Five Thousand Dollars
($5,000) multiplied by the number of cents ($.01) by which pre tax net income
(calculated in accordance with GAAP) per share exceeds Budgeted Net Income Per
Share for the just-concluded fiscal year. "Budgeted Net Income Per Share" shall
mean the Corporation's pre-tax net income, calculated in accordance with GAAP,
projected in the budget for a fiscal year as approved by the Board at or prior
to the commencement of the fiscal year divided by the number of issued and
outstanding shares of the Corporation's common stock outstanding on the first
day of the fiscal year.

     8.3 EXPENSES. It is understood and agreed that the services required of the
Employee by the Corporation will require the Employee to incur entertainment,
travel and other expenses on behalf of the Corporation. The Corporation will
reimburse or advance funds to the Employee for all reasonable travel,
entertainment and miscellaneous expenses incurred in connection with the
performance of his duties under this Agreement, provided that the Employee
properly accounts for such expenses to the Corporation in accordance with the
Corporation's practices. Such reimbursement or advances will be made in
accordance with policies and procedures of the Corporation in effect from time
to time relating to reimbursement of or advances to executive officers.

     8.4 VACATION. For each twelve (12) month period during the Term, the
Employee will be entitled to four (4) weeks of vacation without loss of
compensation or other benefits to which he is entitled under this Agreement
(pro-rated as necessary for partial calendar years during the Term), to be taken
at such times as the Employee may select and the affairs of the Corporation may
permit.

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     8.5 EMPLOYEE BENEFIT PROGRAMS. Without any reduction in the compensation to
which the Employee is entitled pursuant to the provisions of Sections 7.1 and
7.2, during the Term the Employee will be entitled to participate in any health
insurance, disability, sick leave, pension insurance or other employee benefit
plan that is maintained at that time by the Corporation for its executive
officers including programs of life and medical insurance and reimbursement of
membership fees in civic, social, and professional organizations.

     8.6 LIFE INSURANCE. The Corporation shall pay for a life insurance policy
or policies that have been maintained by the Employee up to a maximum of Five
Hundred Dollars ($500) per month. The owner of such policy or policies shall be
the Employee and the beneficiary or beneficiaries under such policy or policies
shall be such Person or Persons as the Employee shall from time to time
designate.

     8.7 AUTOMOBILE. The Corporation shall provide the Employee with a
non-accountable automobile allowance of $500 per month which includes all costs
associated with the use of an automobile including, without limitation, lease or
loan payments, fuel, maintenance and insurance.

     8.8 CONTINUING EDUCATION. The Employee shall be entitled to continuing
education at the Corporation's expense.

                                   ARTICLE IX
                                  STOCK OPTIONS

     9.1 GRANT OF STOCK OPTIONS. Concurrently with the execution of this
Agreement, the Corporation shall grant the Employee an option or options to
purchase one hundred thousand (100,000) shares of the Corporation's common stock
at an exercise price of $2 per share, pursuant to the Corporation's 1998
Incentive Stock Option Plan (the "Plan") and to the extent in excess of Plan
limits or for any other reason not qualifying as incentive stock options as
defined in section 422 of the Internal Revenue Code of 1986 as nonstatutory
stock options.

     9.2 VESTING. The right to acquire one hundred thousand (100,000) shares of
the Corporation's common stock shall vest over a four year period from the date
of grant thereof at a rate of 25% per year, commencing with the first
anniversary of the date of grant.

     9.3 ADJUSTMENT TO NUMBER OF SHARES SUBJECT TO OPTION. If the Corporation's
shares of common stock are increased, decreased or changed into, or exchanged
for, a different number or kind of shares in the Corporation through
recapitalization, reclassification, share split-up, share dividend, or share
consolidation, an appropriate and proportionate adjustment shall be made in the
number and kind of shares as to which any outstanding option granted pursuant to
this Article VIII may be exercised. A corresponding adjustment changing the
number and kind of shares and the exercise price per share allocated to
unexercised options or portions thereof, which shall have been

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granted prior to any such change, shall likewise be made. Any such adjustment,
however, in an outstanding option shall be made without change in the total
price applicable to the unexercised portion of the option but with a
corresponding adjustment in the price for each share covered by the option.

     9.4 REORGANIZATION, DISSOLUTION, LIQUIDATION, CHANGE OF CONTROL. Upon the
dissolution or liquidation of the Corporation, or upon a merger, consolidation
or other reorganization (as defined in Section 368 of the Internal Revenue Code
of 1986) of the Corporation with one or more entities as a result of which there
is a Change of Control or upon the occurrence of a Change of Control by any
other means, any option theretofore granted hereunder shall fully vest. The
Corporation shall give the Employee sixty (60) days' notice prior to any
reorganization, dissolution, liquidation or Change of Control, except in the
event of a Change of Control as described in Section 1.1(g)(i) in which case the
Corporation shall give notice to the Employee of any such Change of Control
immediately upon learning of the Change of Control. In the event of a merger,
consolidation or other reorganization, the Employee shall have the right either
to accept options to purchase stock in the surviving entity in exchange for the
options issued to him pursuant hereto or to exercise the options issued to him
pursuant hereto within thirty (30) days following notice to him of such merger,
consolidation or other reorganization.

                                    ARTICLE X
                           COVENANT OF CONFIDENTIALITY

     The Employee acknowledges that during his employment he will learn and will
have access to Confidential Information regarding the Corporation and its
Affiliates. All records, files, materials and Confidential Information
(excluding personal items obtained by the Employee in the course of his
employment with the Corporation and that do not contain Confidential
Information) are confidential and proprietary and shall remain the exclusive
property of the Corporation or its Affiliates, as the case may be. The Employee
will not, except in connection with and as required by his performance of his
duties under this Agreement, for any reason use for his own benefit or the
benefit of any Person or entity with which he may be associated or disclose any
such Confidential Information to any Person for any reason or purpose whatsoever
without the prior written consent of the Board unless such Confidential
Information previously shall have become public knowledge through no action by
or omission of the Employee.

                                   ARTICLE XI
                             COVENANT NOT TO COMPETE

     11.1 COVENANT. The Employee agrees that he will not, for as long as he is
an officer or director of the Corporation and for one (1) year thereafter (the
"Non-Competition Period") directly or indirectly carry on, be engaged in, own,
operate, control or participate in the ownership, management, operation or
control of or have any financial interest in or otherwise be connected with, any
Person, or business (whether as an employee, officer, director, agent, security
holder, creditor,

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consultant, or otherwise) that is or may be engaged in any business activity
that is the same as, similar to, or competitive (directly or indirectly) with
any business engaged in by the Corporation and/or its Affiliates or any of them
in any city or county in which the Corporation's and/or any of its Affiliates'
current or future facility is located which business, for purposes of this
Agreement, shall be radiation therapy, medical oncology, gamma-knife, and
related oncology services and physician practice management services for medical
and radiation oncologists (the "Business"). For Purposes of this Section, the
Business shall include any business with respect to which, at any time during
the Non-Competition Period, there was a bona fide intention on the part of the
Corporation and/or any of its Affiliates to engage in the future and with
respect to which the Corporation and/or any of its Affiliates had formulated
plans to engage in the future (a "Prospective Business Activity"). For purposes
of this Section, if the Corporation and/or any of its Affiliates do not in fact
engage in a Prospective Business Activity within one (1) year after the
termination of the Non-Competition Period, then the Corporation shall be deemed
not to have had a bona fide intention to engage in such Prospective Business
Activity. The Employee shall not on behalf of any Person competing with the
Business, directly or indirectly, have any dealings or contact with any
suppliers or customers of the Corporation and/or any of its Affiliates.
Notwithstanding the foregoing, nothing herein shall be deemed or construed to,
or shall, bar or preclude the Employee from acquiring not more than five percent
(5%) of the securities, by value or voting power, in any publicly-traded company
that engages in any activity competitive with any activity engaged in by the
Corporation and/or any of its Affiliates. Additionally, the foregoing shall not
prevent the Employee from accepting employment with an enterprise engaged in two
(2) or more lines of business, one of which is the same or similar to the
Business; provided that (a) the Employee's employment is totally unrelated to
that line of business which is the same as or similar to the Business and (b)
that line of business which is the same as or similar to the Business is the
source of less than thirty percent (30%) of the gross income of the enterprise.

     11.2 NON-SOLICITATION. The Employee hereby agrees that during the
Non-Competition Period, without the prior written consent of the Corporation, he
shall not, on his own behalf or on behalf of any Person, directly or indirectly,
hire or solicit the employment of any employee who has been employed by the
Corporation and/or any of its Affiliates at any time during the six (6) months
immediately preceding such date of hiring or solicitation.

     11.3 SEVERABILITY. The parties hereto hereby agree that the covenants of
non-competition contained herein are reasonable covenants under the
circumstances. The parties intend that the covenant contained in Section 10.1 be
construed as a series of separate covenants, one for each city, county, state,
territory, possession or federal district of the United States covered by the
covenant. Except for geographic coverage, each separate covenant will be
considered identical in terms to the covenant contained in Section 10.1. If, in
any judicial proceeding, a court refuses to enforce any of the separate
covenants described in this Section 10.3, the unenforceable covenant will be
considered eliminated from these provisions for the purpose of those proceedings
to the extent necessary to permit the remaining separate covenants to be
enforced. The Employee agrees that any breach of the covenants contained in this
Article X would irreparably injure the Corporation. Accordingly, the Employee
agrees that the Corporation, in addition to pursuing any other remedies

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it may have in Law or in equity, may obtain an injunction against him from any
court having jurisdiction over the matter, restraining any further violation of
this Article X.

                                   ARTICLE XII
                                  ASSIGNABILITY

     The rights and obligations of the Corporation under this Agreement shall
inure to the benefit of and be binding upon the successors or assigns of the
Corporation. The Employee's obligations hereunder may not be assigned or
alienated and any attempt to do so by him will be void.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     13.1 SEVERANCE OF PROVISION. If any provision of this Agreement otherwise
is deemed to be invalid or unenforceable or is prohibited by the laws of the
state or jurisdiction where it is to be performed, this Agreement shall be
considered divisible as to such provision and such provision shall be
inoperative in such state or jurisdiction and shall not be part of the
consideration moving from either of the parties to the other. The remaining
provisions of this Agreement shall be valid and binding and of like effect as
though such provision were not included.

     13.2 NOTICES AND ADDRESS. All notices offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar receipted delivery, if mailed, postage prepaid, by certified mail
return receipt requested, as follows:

                  To the Employee:  Jeffrey A. Goffman
                                    c/o U.S. Cancer Care, Inc.
                                    1116 Highland Beach Drive
                                    Highland Beach, FL 33487
                                    Telephone:  561-266-0050
                                    Telecopy: 561-243-1144

                  With a copy to:   Shereff, Friedman, Hoffman & Goodman, LLP
                                    919 Third Avenue
                                    New York, New York 10022
                                    Attention:  Scott M. Zimmerman, Esq.
                                    Telephone:  212-758-9500
                                    Telecopy:   212-758-9526


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           To the Corporation:   U.S. Cancer Care, Inc.
                                 P.O. Box 150
                                 Hayward, California 94543
                                 Telephone: 510-583-2273
                                 Telecopy: 510-583-2278


or to such other address as either of them, by notice to the other may designate
from time to time. Time shall be counted to, or from as the case may be, the
delivery in person or by mailing.

     13.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

     13.4 ARBITRATION OF DISPUTES. Any dispute between the parties arising out
of this Agreement (other than an action for injunctive relief) shall be
submitted to final and binding arbitration in the State of Florida, under the
Commercial Arbitration Rules of the American Arbitration Association then in
effect, upon written notification and demand of either party therefor. In making
the award, the arbitrator shall award recovery of costs and expenses of the
arbitration and reasonable attorneys' fees to the prevailing party. The decision
and award made by the arbitrator shall be final, binding and conclusive on all
parties to the arbitration for all purposes, and judgment may be entered thereon
in any court having jurisdiction thereof. Should judicial proceedings or
arbitration be commenced to enforce or 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.

     13.5 ATTORNEY'S FEES. In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof and any action or proceeding including that in
arbitration as provided for in Section 12.4 of this Agreement, is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to an award by the court or arbitrator, as appropriate, of reasonable attorney's
fees, costs and expenses.

     13.6 GOVERNING LAW. This Agreement and any dispute, disagreement, or issue
of construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided therein or performance shall
be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.

     13.7 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver, discharge or
termination is sought.


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     IN WITNESS WHEREOF, the Employee and the Corporation have executed this
Agreement as of the date and year first above written.

                                       THE CORPORATION

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

                                       By: /s/ John J. Fuery
                                           ---------------------------------
                                           John J. Fuery, M.D.
                                           Vice President



                                       THE EMPLOYEE

                                       /s/ Jeffrey A. Goffman
                                       ------------------------------------
                                       Jeffrey A. Goffman