<PAGE>

                        AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), is dated to be
effective as of August 25, 2000, and amends that certain Employment Agreement
by and between Douglas A. McBride ("Employee") and U.S. Cancer Care, Inc.
("Corporation") ("Agreement") dated May 22, 1998.

                                    AGREEMENT
                                    ---------

     1. Section 4.1 of the Agreement is hereby deleted and replaced with the
following:

     4.1 TERM. The term (the "Term") of this Agreement shall commence on the
     date first above written and shall terminate on May 22, 2005.

     2. Section 4.2 of the Agreement is hereby deleted and replaced with the
following:

     4.2 TERMINATION BY EMPLOYER. The Corporation may terminate this Agreement
     at any time and for any reason. If, however, the termination is not for
     cause as specified in Section 4.3, nor for breach as set forth in Section
     4.4, or for death or disability of the Employee as set forth in Section
     4.5, then the Corporation shall pay to the Employee the severance pay set
     forth in Section 4.7.

     3. The last two sentences of Section 4.5 of the Agreement are hereby
deleted and replaced with the following:

     "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, the amount of one-sixth (1/6) of the
     Employee's annual base salary as of the date of the Employee's death or
     Disability."

     4. Section 4.7 of the Agreement is hereby deleted and replaced with the
following:

     4.7 TERMINATION BY EMPLOYER WITHOUT CAUSE. If this Agreement is terminated
     by the Corporation without cause as specified in Section 4.3, then
     Corporation shall pay to the Employee, as severance pay, the amount of
     one-half (1/2) of the Employee's annual base salary as of the date of
     termination. If the Company has become a publicly traded entity on the
     Nasdaq, American or NY stock exchanges and the Employee-owned Company
     common stock and or stock options are registered with the Securities and
     Exchange Commission and if the value of such stock is in excess of $2 per
     share for at least 30 days prior to the termination, then the foregoing
     severance pay shall be the amount of one-sixth (1/6) of the Employee's
     annual base salary as of the date of termination.

     5. Section 7.1 of the Agreement is hereby deleted and replaced with the
following:

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     7.1 SALARY. Effective as of the date of this Agreement, the Corporation
     shall pay the Employee an annual base salary of One Hundred Fifty Thousand
     Dollars ($150,000). The Corporation will pay the Employee his annual salary
     in equal installments no less frequently than monthly.

     6. Section 7.2 of the Agreement is hereby deleted and replaced with the
following:

          7.2 BONUS. Within sixty (60) days following the close of each fiscal
year, the Corporation shall pay the Employee an annual bonus, not less than
Twenty Five Thousand Dollars ($25,000), the entitlement to a bonus to be
determined 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. Additional bonuses may be determined at the
sole discretion of the compensation committee of the Board. During the fiscal
year 2000, however, the Company acknowledges that Employee has accrued $16,667
of his potential bonus for this year. This amount will be added to Employee's
eligible bonus for the year ending December 31, 2000 only. Thus, the total
eligible bonus in 2000 on December 31, 2000 will be $41,667 and will be granted
should the Employee meet all of the information system goals previously set
forth for the year 2000.

     7. In all other respects the parties acknowledge and affirm the terms of
the Agreement.

     8. As additional consideration for entering into this Amendment, the
Corporation agrees to issue to Employee a five (5) year option to purchase one
hundred thousand shares (100,000) shares of the Corporation's common stock at an
exercise price of Two Dollars ($2.00) per share, and with other terms and
conditions, including vesting, as may be set forth in the Corporation's standard
incentive stock option agreement. Employee agrees that he will not be entitled
to such options unless and until he executes a stock option agreement as set
forth above.

     9. The following new Section 12.8 is hereby added to the Agreement:

     12.8 WORK LOCATION. It is agreed by the Employee and the Corporation that
the Employee's primary work location will be in Walnut Creek, California unless
a change is mutually agreeable to both parties in writing. Any effort by the
company to move the Employee's primary work location outside of Walnut Creek,
California, without the Employee's expressed written consent, shall entitle the
employee to all damages as specified in Section 4.7.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be
effective as of the date first set forth above.



U.S. CANCER CARE, INC.,
A DELAWARE CORPORATION

By: /s/ Jeffrey Goffman           /s/ Douglas A. McBride
   ----------------------------   ----------------------------
         JEFFREY GOFFMAN,         DOUGLAS A. MCBRIDE
         VICE CHAIRMAN



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