<PAGE>


                              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 Douglas A. McBride (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 Information 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 Information Officer and the Employee is willing to serve as the
Corporation's Chief Information 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 board of directors of the Corporation.

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

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



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          F. "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.

          G. "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.

          H. "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.

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

          J. "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.


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          K. "DISABILITY" shall have the meaning ascribed thereto in
Section 4.5.

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

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

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

          O. "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.

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

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

          R. "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.

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

          T. "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.



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          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 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 Information
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 and development of the information
systems of the Corporation and its subsidiaries. Without limiting the generality
of the foregoing, the Employee shall strive to accomplish those information
systems goals described in Exhibit A appended hereto. The Employee shall have
such other powers and duties as may be prescribed by the President and Chief
Executive Officer.

     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
attainment by him of those information systems goals described in Exhibit A or
on any other results of the Employee's performance as evaluated by the President
and Chief Executive Officer.


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                                    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.

          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


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<PAGE>

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.

          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.



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                                   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.

          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), the entitlement to bonuses and the amount of
the bonus to be determined (a) by the Employee's achievement of the information
system goals established by the President and Chief Executive Officer for each
fiscal year of the Corporation during the Term and (b) on such other bases as
may be determined at the sole discretion of the compensation committee of the
Board. The information system goals for the Corporation's fiscal year ending
December 31, 1998 are specified in Exhibit A to this Agreement.

          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


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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.

          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
                                  STOCK OPTIONS

          8.1 GRANT OF STOCK OPTIONS. Concurrently with the execution of this
Agreement, the Corporation shall grant the Employee an option or options to
purchase seventy-five thousand (75,000) shares of the Corporation's common stock
at an exercise price of One Dollar ($1) per share, pursuant to the Corporation's
1998 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.

          8.2 VESTING. The right to acquire fifteen thousand (15,000) shares of
the Corporation's common stock shall vest on the first anniversary of the date
this Agreement commences. Thereafter, at three (3) month intervals, the option
shall vest with respect to an additional three thousand five hundred (3,500)
shares of the Corporation's common stock, except that for the last such vesting
period, the option shall vest with respect to five hundred (500) additional
shares of said stock.

          8.3 ADJUSTMENT TO NUBMER 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
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.


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          8.4 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 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, 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,


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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 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.


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                                   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:         Douglas A. McBride
                              [                 ]
                              [                 ]
                              Telephone: [      ]
                              Telecopy:  [      ]

     To the Corporation:      U S Cancer Care, Inc.
                              P.O. Box 150
                              Hayward, California 945543
                              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.


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          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.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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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/  Douglas A. McBride
----------------------------------
Douglas A. McBride