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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 Richard Padelford (the "Employee").

RECITALS

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

B. The Employee has served as Chief Operating Officer of United States Cancer
Care, Inc., a California corporation ("USCC"), which has merged into the
Corporation and which prior to such merger owned or controlled entities which
provided radiation oncology treatments to cancer patients.

C. The Corporation wishes to retain the services of the Employee as its Chief
Operating Officer and the Employee is willing to serve as the Corporation's
Chief Operating Officer, on the terms, and subject to the conditions,
hereinafter set forth.

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.

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 mean the Corporation's board of directors.

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 connected 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 Securities
Exchange Act 1934), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation or any Subsidiary 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 Securities Exchange Act of 1934), directly or indirectly, more than
forty per cent (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 are 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 fifty per cent (50%) 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 4.5.


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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 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.

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.

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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 II
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 III
POSITION; DUTIES

3.1 POSITION AND DUTIES. The Employee shall serve as Chief Operating Officer of
the Corporation subject to the control and direction of the President and Chief
Executive Officer of the Corporation with duties and responsibilities that are
customary for such offices, including, but not limited to, management and
oversight of the day-to-day operations of the Corporation's cancer centers. The
Employee shall have such other powers and duties as may be assigned him from
time to time by of the President and Chief Executive Officer of the Corporation.

3.2 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 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 cancer
centers' earnings or other results of the Employee's performance.

ARTICLE IV
TERM OF EMPLOYMENT; TERMINATION

4.1 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.

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4.2 TERMINATION BY EMPLOYER. The Corporation may terminate this Agreement only
for Cause as provided in Section 4.3, for breach of this Agreement by the
Employee as provided in Section 4.4, or by reason of the Employee's disability
as provided in Section 4.5.

4.3 TERMINATION FOR CAUSE. The Corporation may terminate this Agreement 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 Section 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.

4.4 TERMINATION FOR BREACH. If the Employee willfully breaches this Agreement or
habitually neglects the duties that he is required to perform under the terms of
this Agreement, or demonstrates continued incapacity to perform those duties,
the President and Chief Executive Officer may, in his discretion, terminate this
Agreement by giving the Employee sixty days' prior written notice specifying the
grounds for termination; provided that if, in the determination of the President
and Chief Executive Officer (which determination shall be made within the sole
discretion of the President and Chief Executive Officer) the Employee has within
sixty (60)- day period cured the specified breach, neglect or incapacity, then
the President and Chief Executive Officer may reinstate this Agreement.

4.5 DEATH OR DISABILITY. Except for the Corporation's obligations contained in
this Section 4.5, this Agreement and the obligations of the Corporation
hereunder will terminate upon the Employee's death or Disability. For purposes
of this Section 4.3, Disability shall mean that for a period of ninety (90)
consecutive days 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 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.


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4.6 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.

4.7 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 two (2) 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.

4.8 CONTINUING EFFECT. Notwithstanding any termination of this Agreement, the
provisions of Articles X and XI shall remain in full force and effect.

ARTICLE V
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 VI
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.

ARTICLE VII
COMPENSATION AND EXPENSES

7.1 SALARY. For the Employee's services to be rendered under this Agreement, the
Corporation shall pay the Employee an annual base salary of One Hundred Four
Thousand Dollars ($104,000) 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.

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7.2 BONUS. Within sixty (60) days following the close of each fiscal year, the
Corporation shall pay the Employee an annual bonus, not to exceed Fifty Thousand
Dollars ($50,000), an amount equal to Five Thousand Dollars ($5,000) for each
One Hundred Thousand Dollars ($100,000) in the Corporation's Net Income in
excess of the Corporation's Budgeted Net Income for the just-concluded fiscal
year. In the event that Net Income shall exceed Budgeted Net Income by a sum not
equally dvisible by One Hundred Thousand (100,000), then, with respect to any
fraction of such excess which is more than zero (0) but less than One Hundred
Thousand Dollars ($100,000), the Employee shall be paid a bonus with respect to
such fractional increment which bears the same ratio to Five Thousand Dollars
($5,000) as said fractional increment bears to One Hundred Thousand Dollars
($100,000). "Budgeted Net Income" shall mean the Corporation's (a) 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
plus (b) pro forma projected earnings to be realized from Persons acquired by
the Corporation during the fiscal year.

7.3 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.

7.4 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.

7.5 EMPLOYEE BENEFIT PROGRAMS. Without any reduction in the compensation to
which the Employee is entitled pursuant to the provisions of Section 7.1, 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.

7.6 LIFE INSURANCE. The Corporation shall pay for a life insurance policy or
policies that have been maintained by the Employee and paid for by USCC 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.

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7.7 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.

7.8 CONTINUING EDUCATION. Subject to the prior approval of the Corporation's
President and Chief Executive Officer, the Employee shall be entitled to
continuing education at the Corporation's expense.

     ARTICLE VIII
     FOUNDERS' STOCK

         As an inducement to enter into this Agreement, the Corporation has
awarded the Employee the right to purchase One Hundred Thousand (100,000) shares
of the Corporation's common stock as a founder at the fair market value of one
cent ($.01) per share on the date of its acquisition by the Employee. The
Employee acknowledges receipt of the right to co-found the Corporation and the
Corporation acknowledges that the Employee has paid for such stock in full.

     ARTICLE IX
     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 X
     COVENANT NOT TO COMPETE

         10.1 COVENANT. The Employee agrees that he will not, for as long as he
is an officer or director of the Corporation and for two (2) years 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 per cent (30%) of the gross income of the enterprise.

         10.2 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.

         10.3 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 of 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 XI
    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 XII
     MISCELLANEOUS PROVISIONS

         12.1 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.

         12.2 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:     Richard Padelford
                              11218 Scarlet Oak Drive
                              Oakdale, CA 95361

         To the Corporation:  U S Cancer Care, Inc.
                              P.O. Box 150
                              Hayward, California 945543
                              Telephone: 510-583-2273
                              Telecopy:  510-583-2278


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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.

         12.3 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.

         12.4 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 California, 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.

         12.5 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
fee, costs and expenses.

         12.6 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
California without regard to choice of law considerations.

         12.7 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, including the
Employees current employment agreement with USCC. 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/  W. Brian Fuery
   --------------------------------
    W. Brian Fuery
    President and Chief Executive Officer



THE EMPLOYEE



/s/ R.W. Padelford
-----------------------------------
Richard Padelford




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