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                        AMENDMENT TO EMPLOYMENT AGREEMENT

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

                                    AGREEMENT
                                    ---------

     1. Section 3.1 of the Agreement is hereby deleted and replaced with the
following:

     3.1 POSITION AND DUTIES. The Employee shall serve as Vice President and
     Chief Operating Officer of the Corporation until the Corporation's current
     President, Brian Fuery, resigns from that position. Upon Mr. Fuery's
     resignation as President of the corporation, the Employee shall be
     appointed President and Chief Operating Officer of the corporation. The
     Employee shall serve as President and Chief Operating Officer subject to
     the control and direction of the 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, and the supervision of the
     information technology, mergers and acquisitions, billing and collections,
     and accounting and finance functions. The Employee shall have such other
     powers and duties as may be assigned to him from time to time by the Chief
     Executive Officer of the Corporation.

     2. 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, 2006.

     3. 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.

     4. 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."

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     5. 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.

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

     7.1 SALARY. Effective March 17, 2000, the Corporation shall pay the
     Employee an annual base salary of One Hundred Seventy Five Thousand Dollars
     ($175,000). The Corporation will pay the Employee his annual salary in
     equal installments no less frequently than monthly.

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

     7.2. BONUS. Employee shall be paid such bonuses as may, from time to time,
     be determined in the sole discretion of the compensation committee of the
     Corporation's Board of Directors.

     8. 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 Stanislaus County 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 Stanislaus
     County, without the Employee's expressed written consent, shall entitle the
     employee to all damages as specified in Section 4.7.

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

     10. As additional consideration for entering into this Amendment, the
Corporation agrees to issue to Employee a five (5) year option to purchase one
hundred fifty thousand shares (150,000) 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.

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




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

By: /s/ Jeffrey Goffman           /s/ Richard Padelford
   --------------------------     ------------------------
      JEFFREY GOFFMAN,            RICHARD PADELFORD
      VICE CHAIRMAN









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