<PAGE>

                      SECOND ASSIGNMENT OF AND AMENDMENT TO
                       THE PROFESSIONAL SERVICES AGREEMENT
                         FOR RADIATION THERAPY SERVICES

                                     BETWEEN

                     USCC HEALTHCARE MANAGEMENT CORPORATION,
                     RADIATION ONCOLOGY MEDICAL GROUP, INC.
                           USCC MEDICAL GROUP-CA, INC.
                             USCMC-USCC PARTNERSHIP
                                       AND
                       THE PERMANENTE MEDICAL GROUP, INC.

THIS SECOND ASSIGNMENT OF AND AMENDMENT TO AGREEMENT ("Second Assignment and
Amendment") is made and entered into as of April 1, 2001, by and between The
Permanente Medical Group, Inc., a California professional medical corporation
("TPMG"), Radiation Oncology Medical Group, a California professional medical
corporation ("ROMG"), USCC Health Care Management Corporation, a California
corporation ("USCC"), USCC Medical Group-CA, Inc., a California professional
medical corporation ("USCCMG-CA"), The USCMC-USCC Partnership, a partnership
between US Cancer Management Corporation and USCC ("PARTNERSHIP") and AuSam
Medical Group, Inc., a California professional medical corporation ("AUSAM").

                                  I. BACKGROUND

A.       USCC, ROMG, and TPMG have heretofore entered into an agreement
effective August 1, 1999, for the provision of radiation therapy Services for
Members (the "Agreement").

B.       USCC, ROMG, TPMG, USCCMG-CA and PARTNERSHIP executed an Assignment and
Amendment to the Agreement on August 1, 2000, (the "First Assignment and
Amendment") in which the parties made two separate assignments of and amendments
to the Agreement. Those two assignments and amendments related to:

         1.       Assignment and Amendment #1 - Stockton Center

         2.       Assignment and Amendment #2 - San Rafael, Santa Rosa, and
                  Future Centers

C.       The parties hereto desire to amend the Agreement in the manner
hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

                             II. GENERAL AGREEMENTS

A.       EFFECTIVE DATE. Effective April 1, 2001, except as otherwise
specifically noted below, the Agreement is amended as set forth below.

B.       PRESERVATION OF TERMS. All other terms and conditions of the Agreement
are to remain the same.

C.       ROMG RIGHTS AND DUTIES. In accordance with this Second Assignment and
Amendment, the parties understand and agree that ROMG will no longer retain any
rights, obligations or duties under the Agreement after August 1, 2001, except
as may have arisen prior to that date.


<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


D.       BINDING ON SUCCESSORS. The terms of this Second Assignment and
Amendment shall be binding on the parties' successors and assigns.

E.       COUNTERPARTS. This Second Assignment and Amendment may be executed in
two or more counterparts, each constituting an original and all taken together
constituting one and the same document.

F.       DESIGNATION. The parties agree that, hereinafter, all references in the
Agreement to ROMG shall now also refer to AUSAM as it pertains to obligations
and privileges of the parties for their respective centers. The term
"Contractor" shall jointly and separately refer to USCC, PARTNERSHIP, ROMG,
AUSAM and USCCMG-CA.

                III. ASSIGNMENT AND AMENDMENT #3 - HAYWARD CENTER

A.       THE RECITALS OF THE AGREEMENT ARE AMENDED AS FOLLOWS:

         1.       SECTION L is added as follows: "L. AUSAM is a California
         professional medical corporation that provides outpatient radiation
         oncology services. AUSAM's TIN number is: 94-3394639 and its California
         Corporation number is 2334027."

         2.       SECTION M is added as follows: "M. USCC, ROMG and TPMG desire
         to have AUSAM provide Services at the East Bay Regional Cancer Center
         ("Hayward Center"). At this time, ROMG desires to assign its rights,
         interest and obligations under the Agreement related to the Hayward
         Center to AUSAM."

B.       THE TERMS OF THE AGREEMENT ARE ASSIGNED AND AMENDED AS FOLLOWS:

         1.       ASSIGNMENT. ROMG hereby assigns and transfers to AUSAM all
         right, title and interest in and to the Agreement related to the
         Hayward Center, effective August 1, 2001.

         2.       ACCEPTANCE OF ASSIGNMENT. AUSAM hereby accepts assignment and
         transfer of all right, title and interest in and to the Agreement, and
         expressly assumes all of the rights, liabilities (beginning August 1,
         2001) and responsibilities of ROMG under the Agreement pertaining to
         the Hayward Center and agrees to perform and be bound by all terms,
         conditions and obligations of the Agreement for Services AUSAM provides
         at the Hayward Center.

         3.       AUSAM REPRESENTATIONS AND WARRANTIES. AUSAM represents and
         warrants that it (a) has the authority to execute this Second
         Assignment and Amendment, and (b) has assumed all obligations and
         liabilities of ROMG relating to the Hayward Center arising under or
         related to the Agreement arising on or after August 1, 2001.

         4.       ROMG REPRESENTATIONS AND WARRANTIES. ROMG represents and
         warrants that it has acquired tail insurance coverage for liabilities
         arising prior to August 1, 2001, in amounts equivalent to not less than
         the minimum insurance coverage required of ROMG under the Agreement
         prior to assignment, and satisfactory to TPMG. ROMG represents and
         warrants that it shall maintain such tail insurance in full force and
         effect for a period of ten (10) years following the effective date of
         this Second Assignment and Amendment. ROMG shall provide adequate
         evidence of such insurance to TPMG upon TPMG's request at any time.

         5.       TPMG CONSENT. TPMG hereby consents to the assignment of rights
         and assumption of duties described in this Article III.



                                      -2-

<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


         6.       NOTICES. The parties hereby agree that all notices regarding
         the Hayward Center required under the Agreement to be directed to ROMG
         shall henceforth be directed to AUSAM at the following address:

                           AUSAM Medical Group, Inc.
                           c/o US Cancer Care
                           700 Ygnacio Valley Rd., #300
                           Walnut Creek, CA   94596

         7.       PAYMENT BY KP. The parties acknowledge and agree that all
         payments due and owing from KP to ROMG pursuant to the Agreement for
         the Hayward Center shall, for Services on or after August 1, 2001, be
         made to AUSAM, provided, however, that disputes involving KP's payment
         (a) to ROMG of amounts owing to AUSAM, or (b) to AUSAM of amounts owing
         to ROMG, shall be resolved between ROMG and AUSAM without liability on
         the part of KP.

                        IV. ASSIGNMENT AND AMENDMENT #4 -
               FRESNO, SAN RAFAEL, SANTA ROSA, AND FUTURE CENTERS

A.       THE RECITALS TO THE AGREEMENT ARE FURTHER AMENDED AS FOLLOWS:

         SECTION N is added as follows: "N. The parties acknowledge that
         PARTNERSHIP and TPMG are currently planning to develop new Service
         centers in the Santa Rosa and Fresno areas. Further, development of a
         Service center in the San Rafael area has been suspended as of April 1,
         2001. At this time, ROMG desires to assign its interest and obligations
         under the Agreement and the First and Second Assignments and
         Amendments, as related to the Service centers that the parties desire
         to develop in the future, including but not limited to the currently
         planned Santa Rosa and Fresno Centers, to USCCMG-CA. This assignment
         relieves ROMG of any and all future interest or obligation in the
         Agreement."

B.       THE TERMS OF THE AGREEMENT ARE FURTHER ASSIGNED AND AMENDED AS FOLLOWS:

         1.       ASSIGNMENT. ROMG hereby assigns and transfers all right, title
         and interest in and to the Agreement for Services provided at the Santa
         Rosa and Fresno Centers and such future centers that the parties
         develop, to USCCMG-CA, effective as of April 1, 2001.

         2.       ACCEPTANCE OF ASSIGNMENT. USCCMG-CA hereby accepts assignment
         and transfer of all right, title and interest in and to the Agreement,
         and expressly assumes and agrees to perform and be bound by all terms,
         conditions and obligations of ROMG under the Agreement for Services
         provided at the Santa Rosa and Fresno Centers and such future centers
         as the parties may develop.

         3.       USCCMG-CA REPRESENTATIONS AND WARRANTIES. USCCMG-CA represents
         and warrants that it (a) has the authority to execute this Second
         Assignment and Amendment, and (b) has assumed all obligations and
         liabilities of ROMG arising from the Santa Rosa and Fresno Centers and
         such future Centers that the parties may develop under or related to
         the Agreement arising on or after April 1, 2001.

         4.       ROMG REPRESENTATIONS AND WARRANTIES. ROMG represents and
         warrants that no Services were provided under the Agreement as part of
         the Santa Rosa and Fresno Centers before April 1, 2001, and, thus, no
         tail insurance for prior periods is required.

         5.       TPMG CONSENT. TPMG hereby consents to the assignment of rights
         and assumption of duties described in this Article IV of the Second
         Assignment and Amendment.



                                      -3-

<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


         6.       NOTICES. The parties hereby agree that all notices regarding
         the Fresno, Santa Rosa or future centers required under the Agreement
         to be directed to ROMG shall henceforth be directed to USCCMG-CA at the
         following address:

                           USCCMG-CA
                           c/o US CancerCare
                           700 Ygnacio Valley Rd., #300
                           Walnut Creek, CA   94596

         7.       PAYMENT BY KP. The parties acknowledge and agree that all
         payments due and owing from KP to ROMG pursuant to the Agreement for
         the Santa Rosa and Fresno Centers and such future Centers that the
         parties develop shall hereinafter be made to USCCMG-CA, provided,
         however, that disputes involving KP's payment (a) to ROMG of amounts
         owing to USCCMG-CA, or (b) to USCCMG-CA of amounts owing to ROMG, shall
         be resolved between ROMG and USCCMG-CA without liability on the part of
         KP.

         8.       ASSUMPTION OF COSTS AND EXPENSES RELATING TO THE SAN RAFAEL
         CENTER. In the event any party has incurred expenses or costs in
         preparation for or anticipation of the opening of the San Rafael
         Center, each party, including without limitation ROMG and TPMG, agrees
         to absorb its own expenses and costs. Further, all parties agree to
         waive their rights to recover any such costs or expenses from any other
         party by virtue of the decision to suspend development of the San
         Rafael Center.

         9.       ASSUMPTION OF COSTS AND EXPENSES RELATING TO THE SANTA ROSA
         AND FRESNO CENTERS. In the event ROMG has incurred any expenses or
         costs in preparation for or anticipation of the opening of the Santa
         Rosa or Fresno Centers, ROMG agrees to absorb its own expenses and
         costs.

         10.      WAIVER OF INTEREST IN FUTURE DEVELOPMENT. ROMG hereby waives
         and abandons any right, title or interest it may have under law or the
         Agreement to the development or operation of the Santa Rosa Center, the
         Fresno Center, and any other future center, if ever such development
         and operation may occur.

                            V. ADDITIONAL AMENDMENTS

A.       SECTION 3.1 (B)(FOUND IN THE FIRST ASSIGNMENT AND AMENDMENT) IS AMENDED
AS FOLLOWS (ADDITIONS INDICATED BY UNDERLINING, DELETIONS INDICATED BY
STRIKEOVER):

         "(b) Each year during the term of this Agreement, Contractor shall
         determine the projected annual budget ("Projected Budget") for
         facilities where Services are provided to Members pursuant to this
         Agreement. The Projected Budget for each such facility for the first
         year of this Agreement is set forth in Exhibit 3. Thereafter,
         Contractor shall submit the Projected Budget for each facility to TPMG
         for approval no later than three (3) month(s) prior to the anniversary
         date of the opening of each such facility. The parties shall agree in
         writing to the opening date of each facility covered under this
         Agreement for purposes of establishing the annual Projected Budget for
         each such facility location for the following budget period ("Budget
         Year"). The Projected Budget for each facility shall set forth
         CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. The Projected Budget for each such
         facility shall also set forth CONFIDENTIAL TERMS HAVE BEEN OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION at the
         relevant facility for the Budget Year. CONFIDENTIAL TERMS HAVE BEEN
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION shall be agreed upon no later than one (1) month prior to
         the beginning of the applicable Budget Year. If for any Budget Year the
         parties are unable to agree upon the Projected Budget for any facility,
         the matter shall be resolved pursuant to Article 8. Until such time as
         the matter is so resolved, the Projected Budget for such facility shall
         be the Projected Budget for such facility for the immediately preceding
         Budget Year."


                                      -4-

<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


B.       SECTION 3.1 (D) (FOUND IN THE BODY OF THE AGREEMENT) IS AMENDED AS
FOLLOWS (ADDITIONS INDICATED BY UNDERLINING, DELETIONS INDICATED BY STRIKEOVER):

         "(d) Within sixty (60) days of the end of the Budget Year for each
         facility, CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION along with any supporting
         documentation requested by CONFIDENTIAL TERMS HAVE BEEN OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION,
         regardless of when the invoice for Services related to any such case
         was paid (including the payment for a course of treatment which
         overlaps the end of one Budget Year and the beginning of the next).
         CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION TPMG shall retain the right to
         CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION with the consent of USCC of
         CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION by or on behalf of USCC.
         CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION USCC's normal business hours and
         upon prior notice to USCC."

C.       SECTIONS 3.1 (B THROUGH E) ARE SUSPENDED PERTAINING TO THE STOCKTON,
FRESNO AND SANTA ROSA CENTERS, AS NOTED BELOW:

         The parties agree that with respect to the Stockton Center (for two
         budget years, 2/28/01 through 2/28/03), the Fresno Center (for two
         budget years from opening) and the Santa Rosa Center (for two budget
         years from opening) the provisions of these Sections CONFIDENTIAL TERMS
         HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION for the length of time noted above for the respective
         Center. In their stead, the budgets for each of these facilities now
         provide for CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION This suspension does not
         relieve USCC, PARTNERSHIP and USCCMG-CA of their other duties in these
         Sections related to budget preparation and review/oversight of such
         budget with TPMG. However, to the extent that CONFIDENTIAL TERMS HAVE
         BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION

D.       EXHIBIT 3 IS MODIFIED AS FOLLOWS:

         1.       Exhibit 3A (Hayward) is amended to add the attached Exhibit
         3A-1 to address budget and rates for the Hayward Center effective
         August 1, 2000.

         2.       Exhibit 3B (Stockton), Exhibit 3C (San Rafael), and Exhibit 3D
         (Santa Rosa) are hereby deleted and replaced by the attached Exhibit 3B
         (Stockton), Exhibit 3C (Fresno), and Exhibit 3D (Santa Rosa).

E.       SECTION 3.2 IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING:

         3.2      PAYMENT OF COMPENSATION. In accordance with the provisions of
         Section 3 and Exhibit 3 of this Agreement, TPMG shall pay Contractor
         for Covered Services rendered to Members. Contractor shall accept such
         amounts paid by TPMG and any Copayments Contractor is directed to
         collect, as payment in full. Emergency Services must be Approved
         Emergency Claims (pursuant to Section 2.3) and other Services must be
         Authorized Services (pursuant to Section 2.4) as a condition for
         payment. Payment for Covered Services shall be made within thirty (30)
         working days of receipt of a properly submitted and undisputed invoice
         as described in Exhibit 4, or within such other time frame as may be
         required by applicable federal or state laws, rules or regulations.
         Both parties shall use reasonable efforts to resolve disputes regarding



                                      -5-

<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


         invoices in accordance with Section 8.1. Upon resolution of the
         dispute, the invoice shall be paid within thirty (30) working days of
         the date of resolution. Interest and penalties on any late payments
         will be paid as required of Health Plan by law.

F.       SECTION 4.1 IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING:

         "4.1     TERM. This Agreement will begin on the effective date
         (specific to each Center), and will continue in effect for three (3)
         years for the Hayward and Stockton Centers and five (5) years for the
         Santa Rosa and Fresno Centers, and such future Centers as the parties
         may develop. This Agreement will thereafter automatically renew for
         each Center for successive five (5)-year terms based upon each Center's
         initial effective date, unless terminated in accord with Sections 4.2,
         4.3, or 4.4, below. Further, if any party desires to allow the
         Agreement as it relates to any particular center to expire at the end
         of the initial or any subsequent term for that specific center, the
         party shall give written notice of such intent to the other party at
         least One Hundred Eighty (180) days prior to the end of that term."

G.       SECTION 4.2 IS HEREBY AMENDED AS FOLLOWS (ADDITIONS INDICATED BY
UNDERLINING, DELETIONS INDICATED BY STRIKEOVER):

         "4.2     WITHOUT CAUSE TERMINATION. This Agreement may be terminated,
         either in whole or in part as it relates to a particular center, at any
         time for any reason or for no reason by TPMG upon at least ninety (90)
         days' prior written notice to the other parties, subject to the
         provisions of Section 4.6. In the event of termination under this
         Section, TPMG shall pay USCC or PARTNERSHIP the Termination Amount
         listed in Exhibit 3 for each year remaining under the current term for
         each facility to which the termination applies (prorated as appropriate
         for partial years based on the Budget Year for each such facility).
         This payment does not apply to a termination under any other provision
         of this Agreement, including but not limited to any termination of the
         Agreement under Sections 4.3, 4.4 or 4.5 or to an expiration at the end
         of the term, or any extension thereof."


H.       SECTION 4.3(A) IS HEREBY AMENDED AS FOLLOWS (ADDITIONS INDICATED BY
UNDERLINING, DELETIONS INDICATED BY STRIKEOVER):

         "4.3     IMMEDIATE TERMINATION.

                  (a)  Each party to this Agreement shall immediately notify
         TPMG and TPMG may immediately suspend this Agreement as it relates to
         that party in the event there is a material adverse change in any
         insurance coverage required of that party hereunder, other than a
         cancellation, non-renewal, expiration or failure to obtain coverage. If
         the party does not provide adequate insurance coverage within thirty
         (30) days of the material adverse change, TPMG may terminate this
         Agreement as it relates to that party immediately. Each party shall
         immediately notify TPMG and this Agreement will terminate as it relates
         to that party without further action of the any parties if such
         insurance coverage is canceled, not renewed or expires, or if that
         party fails to obtain any insurance coverage as required by this
         Agreement. If this Agreement terminates without further action of the
         parties, the effective date of termination shall be the date of the
         occurrence of such event or, at TPMG's option, such other date as
         determined by TPMG in its sole discretion."



                                      -6-

<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


I.       SECTION 4.3(C) IS HEREBY AMENDED AS FOLLOWS (ADDITIONS INDICATED BY
UNDERLINING, DELETIONS INDICATED BY STRIKEOVER):

         "4.3     IMMEDIATE TERMINATION.

                  "(c)  Each party to this Agreement shall notify TPMG and TPMG
         may terminate this Agreement or the Agreement as it relates to that
         party immediately upon written notice to Contractor any party to this
         Agreement files a petition in or for bankruptcy, reorganization or an
         arrangement with creditors; makes a general assignment for the benefit
         of creditors; is adjudged bankrupt; is unable to pay debts as they
         become due; has a trustee, receiver or other custodian appointed on its
         behalf, or has a case or proceeding commenced against it under any
         bankruptcy or insolvency law."


J.       SECTION 9.5 IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING:

         "9.5     ASSIGNMENT. Subject to the provisions related to successors
         set forth below, neither this Agreement nor any duties or obligations
         under this Agreement may be assigned or subcontracted by USCC,
         PARTNERSHIP, AUSAM and/or USCCMG-CA without the prior written consent
         of TPMG. TPMG agrees that such consent shall not be unreasonably
         withheld. CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION Any material change of
         ownership or control of USCC, PARTNERSHIP, AUSAM and/or USCCMG-CA shall
         be deemed an assignment of this Agreement requiring the prior written
         consent of TPMG. If Department of Health Services' ("DHS") or a
         Medi-Cal Plan's approval is required by law or Health Plan Medi-Cal
         Contracts, assignment or delegation of this Agreement shall be void
         unless prior written approval is obtained from DHS and/or such Medi-Cal
         Plan."

               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK



                                      -7-

<PAGE>

Amendment to the Radiation Therapy Services Agreement
TPMG, USCC, USCCMGCA, ROMG, AUSAM, USCC-USCMC Partnership


         IN WITNESS WHEREOF, the parties have caused this Second Assignment and
         Amendment to be executed by their respective duly authorized
         representatives as of the dates set forth below.



<TABLE>
<CAPTION>
THE PERMANENTE MEDICAL GROUP, INC.                          RADIATION ONCOLOGY MEDICAL GROUP, INC.

<S>                                                        <C>
By:  /s/ Philip Madvig, MD                                      By: /s/ Harry Newman
     ------------------------------------------------               -------------------------
     Philip Madvig, M.D.                                        Name: Harry Newman, M.D.
     TPMG Associate Executive Director                                -----------------------
                                                                Title: President
                                                                      -----------------------
Date:  8/29/01                                                  Date: 8/16/01
     ------------------------------------------------                 -----------------------

Reviewed By: /s/ Belinda Rossmiller                         USCC HEALTH CARE MANAGEMENT CORP.
             ----------------------------------------
     Bellinda Rossmiller, Administrator                         By: /s/ Richard Padelford
     Med. Svcs. Planning & Contracting Support                      -------------------------
                                                                Name:  Richard Padelford
                                                                     ------------------------
     Date:9/5/01                                                Title: President
          -------------------------------------------                  ----------------------
                                                                Date: 8/28/01
                                                                     ------------------------

                                                            USCC MEDICAL GROUP-CA, INC.
                                                                By: /s/ Barry Tepperman
                                                                   --------------------------
                                                                Name: Barry Tepperman
                                                                     ------------------------
                                                                Title: President
                                                                      -----------------------
                                                                Date: 8/21/01
                                                                     ------------------------

                                                            USCMC-USCC PARTNERSHIP
                                                                By: /s/ W. Brian Fuery
                                                                   --------------------------
                                                                Name: W. Brian Fuery
                                                                     ------------------------
                                                                Title: CEO
                                                                      -----------------------
                                                                Date: 8/20/01
                                                                     ------------------------

                                                            AUSAM MEDICAL GROUP, INC.
                                                                By: /s/ Samuel P. Au
                                                                   --------------------------
                                                                Name: Samuel P. Au, M.D.
                                                                     ------------------------
                                                                Title: President
                                                                      -----------------------
                                                                Date: 8/17/01
                                                                     ------------------------
</TABLE>