<PAGE>


                         PROFESSIONAL SERVICES AGREEMENT

                                     BETWEEN

                       THE PERMANENTE MEDICAL GROUP, INC.

                                       AND

                     USCC HEALTH CARE MANAGEMENT CORPORATION

                                       AND

                        RADIATION ONCOLOGY MEDICAL GROUP

                                       FOR

                           RADIATION ONCOLOGY SERVICES


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CONTENTS OF AGREEMENT

RECITALS

1.0   DEFINITIONS
   1.1   AUTHORIZATION
   1.2   COPAYMENTS
   1.3   COVERED BENEFITS
   1.4   COVERED SERVICES
   1.5   DAYS.
   1.6   EMERGENCY SERVICES
   1.7   MEMBER
   1.8   MEMBERSHIP AGREEMENT
   1.9   SERVICES
2.0   SERVICE OBLIGATIONS
   2.1   SERVICES TO BE PROVIDED.
   2.2   SUBSTITUTE PHYSICIANS AND SUBCONTRACTS.
   2.3   APPROVAL OF EMERGENCY SERVICES CLAIMS.
   2.4   PRIOR AUTHORIZATION OF NON-EMERGENCY SERVICES.
   2.5   UTILIZATION MANAGEMENT.
   2.6   QUALITY ASSESSMENT AND IMPROVEMENT.
   2.7   NOTIFICATION OF CHANGES.
3.0   BILLING AND PAYMENT
   3.1   PREPARATION OF BUDGET AND ANNUAL RECONCILIATION.
   3.2   PAYMENT OF COMPENSATION.
   3.3   ADJUSTMENTS TO PAYMENT RATE.
   3.4   BILLING OTHER SOURCES.
   3.5   COORDINATION OF BENEFITS/THIRD PARTY LIENS/SUBROGATION RIGHTS.
4.0   TERM AND TERMINATION
   4.1   TERM.
   4.2   WITHOUT CAUSE TERMINATION.
   4.3   IMMEDIATE TERMINATION
   4.4   OTHER RIGHTS OF TERMINATION.
   4.5   EFFECT OF TERMINATION AND SURVIVAL
   4.6   FAIR HEARING.
5.0   RECORDS AND CONFIDENTIALITY
   5.1   MAINTENANCE OF RECORDS.
   5.2   ACCESS TO AND COPIES OF RECORDS.
   5.3   COPIES OF CLINICAL INFORMATION.
   5.4   DISCLOSURE TO GOVERNMENT OFFICIALS.
   5.5   GOVERNMENT-REQUIRED INFORMATION.
   5.6   CONFIDENTIALITY OF INFORMATION.
   5.7   USE OF NAME.
   5.8   PUBLICITY.
6.0   INSURANCE AND RESPONSIBILITY


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   6.1   INSURANCE.
   6.2   RESPONSIBILITY
7.0   LEGAL REQUIREMENTS AND CREDENTIALS
   7.1   COMPLIANCE WITH LAWS
   7.2   NONDISCRIMINATION.
   7.3   LICENSURE, CERTIFICATION AND CREDENTIALS.
8.0   DISPUTE RESOLUTION, COMPLAINTS AND INQUIRIES
   8.1   DISPUTE RESOLUTION.
   8.2   MEMBER COMPLAINTS, GRIEVANCES, INQUIRIES AND CLAIMS.
9.0   MISCELLANEOUS
   9.1   RIGHTS OF FIRST OFFER.
   9.2   INDEPENDENT CONTRACTOR.
   9.3   PRACTITIONER-PATIENT COMMUNICATION.
   9.4   THE THIRD PARTY BENEFICIARIES.
   9.5   ASSIGNMENT.
   9.6   SUCCESSORS AND ASSIGNS.
   9.7   AMENDMENT.
   9.8   GOVERNING LAW.
   9.9   NOTICES.
   9.10  NO VOLUME GUARANTEE.
   9.11  WAIVER.
   9.12  SEVERABILITY.
   9.13  INTERPRETATION OF AGREEMENT.
   9.14  ENTIRE AGREEMENT.
   9.15  UNUSUAL OR UNEXPECTED CIRCUMSTANCES.

EXHIBITS:



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This Professional Services Agreement ("Agreement") is entered into and is
effective as of this first day of August, 1999 ("Effective Date") among The
Permanente Medical Group, Inc., a California professional medical corporation
("TPMG"), Radiation Oncology Medical Group, ("ROMG"), a California professional
medical corporation, and USCC Health Care Management Corporation, a California
corporation, ('USCC"). ROMG and USCC are sometimes jointly and separately
referred to as ("Contractor").


RECITALS

A. Kaiser Foundation Health Plan, Inc., a California nonprofit pubic benefit
corporation ("Health Plan") operates health care benefit plans and provides or
arranges for the provision of medically necessary health care services to
Members (defined below) entitled to receive such services under the terms of
their Membership Agreements (defined below).

B. Health Plan has entered into an agreement with Kaiser Foundation Hospitals, a
California nonprofit public benefit corporation ("KFH"), under which KFH agrees
to provide or arrange for certain medically necessary hospital services for
Members.

C. Health Plan has entered into an agreement with TPMG, under which TPMG agrees
to provide or arrange for certain medically necessary professional and other
outpatient services for Members.

D. TPMG desires to arrange for the provision of professional services to Members
by contracting with providers, such as Contractor. Contractor desires to provide
Services (as defined below) to Members in accord with the terms of this
Agreement.

E. ROMG is a California professional medical corporation that provides certain
outpatient radiology oncology services in facilities and with equipment owned or
leased by USCC.

F. USCC owns and leases outpatient radiology oncology facilities and equipment
and, provides certain administrative services to ROMG. USCC is a wholly-owned
subsidiary of US Cancer Care, Inc.

G. For purposes of this Agreement, the term "KP" means Health Plan, KFH, and
TPMG, collectively.

NOW THEREFORE, the parties agree as follows:

1.0 DEFINITIONS

1.1 AUTHORIZATION means the process of prior written approval for the provision
of Non-emergency Services as set forth in Section 2.4.

1.2 COPAYMENTS are amounts payable by the Member pursuant to the Member's
Membership Agreement which are charged by Health Plan to the Member or by



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Contractor. Contractor is directed to do so pursuant to Section 3.5(b)(i) of
this Agreement.

1.3 COVERED BENEFITS are health care services and benefits which the Member is
entitled to receive, provided by and through Health Plan, under its commercial,
Medicare Risk, Medi-Cal managed care, and other plans, and under employers'
self-funded plans, as set forth in the applicable Membership Agreement.

1.4 COVERED SERVICES are those Services rendered by Contractor to Members that
are (a) Covered Benefits and are (b) Authorized Services or Approved Emergency
Claims, as defined in Section 2.3.

1.5 DAYS. Any reference to "days" in this Agreement shall mean calendar days,
unless otherwise noted.

1.6 EMERGENCY SERVICES are those Services necessary to address a medical
condition manifesting itself by acute symptoms of sufficient severity (including
severe pain) such that the absence of immediate medical attention could
reasonably be expected to result in: (a) serious jeopardy to the Member's
health; (b) serious impairment to bodily functions; or (c) serious dysfunction
of any bodily organ or part. Coverage for Emergency Services is subject to the
notification and approval requirements, as set forth in Section 2.3, and the
applicable Membership Agreement. Non-emergency Services are Services that are
not Emergency Services.

1.7 MEMBER refers to a covered individual and his or her eligible family
dependents entitled to health care services under a Membership Agreement with
Health Plan, or with health plans in other geographic regions that are a part of
the Kaiser Permanente Medical Care Program. There are four categories of
Members:

     (a) Medicare Risk Members are Members enrolled under a Medicare Risk
contract (pursuant to Section 1876 of the Social Security Act) between Health
Plan and the Health Care Financing Administration ("HCFA") and;

     (b) Regular Medicare Members are Members entitled to coverage under Part A
only or Part B only or Parts A and B of Medicare but (i) not enrolled under a
Medicare Risk contract between Health Plan and HCFA and (ii) not required to
elect or have not elected their employer's group health plan as primary coverage
and;

     (c) Medi-Cal Members are Members enrolled in Health Plan under a prepaid
Medi-Cal program contract between Health Plan and the State of California or
between Health Plan and an organization under contract to the State of
California (together "Health Plan Medi-Cal Contracts") and;

     (d) Commercial Members are Members who are not Medicare Risk, Regular
Medicare or Medi-Cal Members.

1.8 MEMBERSHIP AGREEMENT refers to the Health Plan Medical and Hospital Services
Agreement, as amended from time to time, under which covered individuals and



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their covered dependents are entitled to receive services. Membership Agreement
also refers to other agreements under which Health Plan has agreed to provide or
arrange health care services to covered individuals and their covered
dependents, including, but not limited to employers' self-insured plan
arrangements and Health Plan Medi-Cal Contracts. Membership Agreement includes
the Evidence of Coverage issued to a Member, as amended from time to time.

1.9 SERVICES refers to those professionals services and supplies, of the type
listed in Exhibit 1, attached hereto and incorporated herein, that ROMG is
licensed to provide and does customarily provide in all applicable treatment
settings, including all consults, studies and procedures that are ordinary and
necessary for the diagnosis and treatment of Members, as more fully described
herein. The Services shall include certain facilities, equipment and all
administrative services to be provided by USCC in connection with the
professional services to be provided pursuant to this Agreement.

2.0 SERVICE OBLIGATIONS

2.1 SERVICES TO BE PROVIDED. Contractor shall during normal business hours and
through licensed physicians and other health care practitioners, provide to
Members Services that (i) are Authorized or (ii) are Emergency Services.
Contractor will provide Services through physicians and other health care
professionals that are listed on Exhibit 1 and that are credentialed as set
forth in Section 7.3. Contractor shall notify TPMG of any change to the
physicians and other health care professionals listed on Exhibit I; provided,
however, all such physicians and other health care practitioners must be
credentialed as set forth in Section 7.3 before providing Services to Members.
Contractor shall provide Services at the facility location(s) set forth in
Exhibit 1. Contractor shall be available to provide to members prompt urgent
Services that are Authorized, on a same-day basis when medically indicated. If
current medically acceptable diagnostic laboratory or x-ray results are provided
by KP to Contractor in connection with Contractor's rendering of Services,
Contractor will not repeat them. Contractor shall make Services available to
Members in the same manner, in accordance with the same standards, and with the
same availability, as to its other patients. Contractor shall ensure that
Services provided under this Agreement are readily available and accessible,
provided in a prompt and efficient manner without delays in terms of wait times
or scheduling of appointments, and consistent with professionally recognized
standards of practice and KP practice guidelines. ROMG physicians shall
prescribe drugs and medications in accord with KP's drug formulary policy. As
applicable to the scope of care covered by this Agreement, Contractor shall be
available to provide Services that are Emergency Services twenty-four (24) hours
per day, seven (7) days per week. Contractor warrants that any and all equipment
necessary or appropriate for use in connection with providing Services hereunder
shall be registered, surveyed, and calibrated in accord with applicable federal
and state laws and regulations pertaining to such equipment. Upon reasonable
request, Contractor will allow TPMG and its authorized agents and
representatives access to any and all records pertaining to the maintenance and
safety of such equipment. Contractor shall promptly notify TPMG of the
malfunction of any equipment used in providing Services hereunder.



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2.2 SUBSTITUTE PHYSICIANS AND SUBCONTRACTS. Contractor will arrange for coverage
by one or more substitute physicians when ROMG'S physicians are temporarily
unavailable. Services provided by such substitute physicians will be rendered in
strict accord with the terms of this Agreement. TPMG will render payment to
Contractor for Services provided by such substitute physicians in accord with
Article 3. Procurement of and payment to any substitute physician is
Contractor's sole responsibility. If Contractor arranges for the provision of
some Services from other health care providers, Contractor shall obtain written
arrangements with such providers, specifying that the providers shall (i) seek
payment only from Contractor, not from TPMG, and not from the Member as set
forth in Section 3.4, (ii) maintain and disclose records and other information
as set forth in Article 5, (iii) abide by the nondiscrimination and
confidentiality of information provisions set forth in Section 7.2 and 5.6,
respectively, (iv) maintain insurance as set forth in Section 6.1, (v) comply
with laws and credentialing requirements as set forth in Article 7, (vi) comply
with the arbitration provisions (with respect to KP and Members) set forth in
Article 8, and (vii) comply with any other applicable provisions of this
Agreement. Upon termination of this Agreement, such subcontracts shall terminate
with respect to Covered Services provided to Members. Upon request, Contractor
shall make such written agreements available to the California Department of
Health Services ("DHS"), Medi-Cal plans with which Health Plan contracts for the
provision of services to Medi-Cal Members ("Medi-Cal Plans"), other entities
where required by law or by contract, and KP, for review and approval.

2.3 APPROVAL OF EMERGENCY SERVICES CLAIMS. Subject to applicable law, Contractor
shall notify KP of any Emergency Services provided to a Member immediately upon
stabilization of the Member's emergency medical condition. KP shall review
Emergency Services claims. If approved, such claim shall be deemed an "Approved
Emergency Claim". Compensation for Emergency Services provided to Members is
payable to Contractor only if the Emergency Services are determined by KP to be
Covered Benefits and there is an Approved Emergency Claim.

2.4 PRIOR AUTHORIZATION OF NON-EMERGENCY SERVICES. Upon referral by a TPMG
Physician and presentation of a KP written authorization form ("Authorization"),
Contractor shall provide Non-emergency Services to Members. If an Authorization
has not been presented, Contractor shall obtain an Authorization before
Contractor provides any Non-emergency Services to a Member. The Authorization
shall be signed by a TPMG physician, or designee. The Authorization will outline
the scope of Services to be provided. Any Services, including tests, procedures,
and consulting services, not specifically described in the scope of Services on
the Authorization, must be approved in advance by a TPMG physician, or designee.

2.5 UTILIZATION MANAGEMENT. Contractor hereby acknowledges that KP conducts
utilization management and review ("UM") programs regarding the care provided to
Members. The pertinent policies and procedures of KP's UM programs are set forth
in Exhibit 2, attached hereto and incorporated herein. Contractor shall
participate, cooperate and comply with the provisions of KP's UM programs,
including prospective, concurrent and retrospective review by KP's UM committees
and staff.



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Upon reasonable notification, Contractor shall allow KP UM personnel, or their
designees, physical and telephone access to review, observe and monitor Member
care and Contractor's performance of its obligations under this Agreement.

2.6 QUALITY ASSESSMENT AND IMPROVEMENT.

     (a) Contractor hereby acknowledges that the quality and improvement
programs of KP require KP to monitor the quality assessment and improvement
activities of contracting providers. Contractor agrees (i) to participate in
KP's quality assessment and improvement programs, including review by KP's
quality assurance and improvement committees and staff, (ii) to abide by KP's
quality assessment and improvement plan as set forth in Exhibit 2, and (iii) to
cooperate with KP to objectively monitor and evaluate the quality of services
provided at Contractor's facility(s), including, but not limited to, the
availability, accessibility, acceptability, and continuity of such care.

     (b) Contractor shall investigate and respond immediately to all quality
issues, and shall work with KP to resolve any accessibility and other quality
issues related to Services provided to Members. Contractor and Manager will
remedy, as soon as reasonably possible, any condition related to patient care
which as been determined by KP, or any governmental or accrediting agency to be
unsatisfactory. The parties shall work together to continuously assess and
improve the quality and accessibility of care provided to Members and to resolve
problems related to the provision of Services.

     (c) Contractor will provide information for use in quality assessment and
improvement activities conducted by KP, including but not limited to provider
and patient specific information. KP will protect the confidentiality of such
information to the extent required under state and federal law. Upon request,
Contractor shall provide data, information and records (i) which Health Plan
must review for accreditation by the National Commission for Quality Assurance
("NCQA") and for credentialing activities that meet NCQA standards, and (ii)
which is required by other accrediting organizations. Contractor will provide KP
access to all patient care protocols, policies and procedures, and any
modifications, upon request.

     (d) Contractor shall permit, at reasonable times with reasonable notice,
inspection of its facility(s) by NCQA and other accrediting organizations.
Contractor shall permit KP and Government Officials (defined in Section 5.4) to
conduct periodic site evaluations of Contractor's facility(s). Contractor will
participate in all utilization management, quality assessment and improvement,
credentialing, recredentialing, peer review and any other activities required by
KP and applicable regulatory and accrediting agencies.

     (e) Notwithstanding anything contained herein to the contrary, KP's duties
and obligations hereunder do not relieve Contractor of any duty of care to
provide Members with Services in accord with the appropriate standard of care.



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2.7 NOTIFICATION OF CHANGES. Contractor will notify TPMG immediately of any
changes in operation or in physicians or other health care providers providing
Services hereunder, emergency conditions or factors that my significantly affect
Services provided to any Member. Contractor shall also notify TPMG promptly of
any material change in ownership, control, legal status, name, location of
facilities, tax identification number, Medicare or Medi-Cal number. Any material
change of ownership or control of Contractor is subject to the requirements of
Section 9.5.

3.0 BILLING AND PAYMENT

3.1 PREPARATION OF BUDGET AND ANNUAL RECONCILIATION.

     (a) With respect to each facility covered hereunder, the parties shall do
the following:

     (b) Each year during the term of this Agreement, USCC shall determine the
projected annual budget ("Projected Budget") for each facility 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, USCC 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 the 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.

     (c) CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION at the beginning of the first Budget Year for
each facility. CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. KP will pay an amount equal to the
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITHT THE SECURITIES
AND EXCHANGE COMMISSION for Services provided to a Member in accord herewith.
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND



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EXCHANGE COMMISSION as identified in the Projected Budget Quarterly, the parties
agree to review the CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION during the previous three-month
period to determine if CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION for the remainder of the Budget
Year. Such adjustments shall take into account in the favor of KP any volume of
patients which were not able to be provided access to services by Contractor due
to staffing unavailability or other causes reasonably within Contractor's
control.

     (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 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.
Separately

     (e) If as a result of the CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, TPMG shall pay to
Contractor CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION, as adjusted as provided herein. If as a
result of the CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION, Contractor shall pay to CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION as adjusted as provided herein. Any amount payable by one party to
the other hereunder shall be paid within sixty (60) days following completion of
the CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION hereunder. If the parties are unable to agree
upon the CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION with respect to any facility, any such matter
shall be subject dispute resolution pursuant to Article 8.



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3.2 PAYMENT OF COMPENSATION. Contractor shall accept such amounts paid by TPMG
(as provided in this Section 3 and Exhibit 3) and any Copayments Contractor it
directed to collect, as payment in full. Emergency Services must be approved
pursuant to Section 2.3 and other Services must be Authorized Pursuant to
Section 2.4 as a condition for payment. Payment for Covered Services shall be
made within thirty (30) calendar days of receipt of a properly submitted invoice
as described in Exhibit 4.

3.3 ADJUSTMENTS TO PAYMENT RATE. KP may review and audit any and all invoices,
prior to or subsequent to payment, to ensure that coding complies with commonly
accepted standards adopted by KP, that billed charges are customary and
reasonable, that services rendered are appropriate and medically necessary, and
that payment is in accord with this Agreement. If KP determines that services
rendered are inappropriate or not medically necessary, coding practices do not
comply with KP standards, billed charges are not reasonable and customary, or
payment is not in accord with the terms of this Agreement, KP reserves the right
to deny, reduce or otherwise adjust payment to Contractor. If an audit conducted
by KP shows that Contractor owes monies to KP, TPMG will notify Contractor, and
Contractor shall refund such overpayment to TPMG within thirty (30) working
days. If not paid within said thirty (30) day period, TPMG may offset future
payments to Contractor by such overpayment.

3.4 BILLING OTHER SOURCES.

     (a) Contractor shall look solely to TPMG (or another responsible payer) for
compensation for Covered Services rendered to Members under this Agreement, and,
except as expressly provided in this Section, Contractor agrees that in no
event, including but not limited to non-payment by TPMG, insolvency of KP or
breach of this Agreement, shall Contractor bill, charge, collect a deposit from,
seek compensation, remuneration or reimbursement from, of have any recourse
against any Member, a person acting on the Member's behalf, DHS or Medi-Cal
Plans, for Services provided pursuant to this Agreement. Contractor shall not
seek payment from Members for amounts denied by KP because billed charges were
not customary or reasonable, because clinical data was not submitted promptly,
or because Contractor did not submit the invoice in accordance with the time
limits or other billing procedures set forth in Section 3.3, or in accordance
with commonly accepted standard coding practices adopted by KP.

     (b) Contractor may assert claims for compensation from individuals or
payors other than TPMG, in the following circumstances,

          (i) Copayments. The right to collect and retain Copayments applicable
          to Contractor's provision of Services to Members is a right solely of
          Health Plan. Health Plan may require such Copayments to be collected
          and retained by Contractor, and may require such collection at the
          time Services are provided. If Contractor is directed to collect such
          Copayments, compensation payable under this Agreement shall be reduced
          by such Copayments. In the event Contractor is required to collect
          such Copayments, Contractor must show a good faith effort to make said
          collections. If Contractor shows proof of billing Members at



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          least 3 times over the 60-days following the date of service, KP will
          reimburse or credit Contractor for such Copayments. Contractor must
          provide KP such proof in an agreed upon written format and any
          information necessary for KP to continue the aforementioned collection
          efforts.

          (ii) Other Coverage. If a Member is entitled to benefits under another
          carrier's health benefits coverage, and such coverage is primary,
          Contractor will look first to the primary carrier for compensation for
          Services and then to TPMG, in accord with Section 3.5 of this
          Agreement.

          (iii) Services After Coverage Exhausted or Disallowed. If a Member
          elects to continue receiving Services from Contractor after such
          Member's benefits under his or her Membership Agreement have been
          exhausted, or Health Plan determines in its sole discretion that such
          Services are not Covered Services, then Contractor shall seek
          compensation solely from such Member (or such Member's representative)
          for such Services, and TPMG shall not be liable to Contractor for any
          charge in connection with such Services rendered by Contractor to such
          Member.

          (iv) No Benefit. If Contractor provides Services to a Member for which
          the Member has no Covered Benefit or if Contractor provides Services
          to any non-Member, then Contractor shall look solely to the Member or
          non-Member (or such person's representative) for compensation, and
          TPMG shall not be liable to Contractor for any charge in connection
          with such Services rendered by Contractor to such Member or
          non-Member.

          (v) Regular Medicare. If Contractor provides Services to a Regular
          Medicare Member, then Contractor shall submit the bill directly to
          HCFA. A copy of the Explanation of Medicare Benefits shall be provided
          to KP upon request and 100% of the amount paid by Medicare shall be
          credited to the Actual Cost Offset. Contractor shall not assert any
          claim for compensation against Regular Medicare Members for
          Medicare-covered Services, and shall not assert any claim for
          compensation, other than for the applicable Medicare coinsurance and
          deductible amounts, against TPMG for Medicare-covered Services
          provided to such Members. Contractor agrees to accept, as payment in
          full for Services provided to Regular Medicare Members, (A) the
          applicable Medicare payment, (B) the amounts paid by TPMG for the
          applicable Medicare coinsurance and deductible, and (C) the amount, if
          any, for Services that are Covered Benefits but are not Covered by
          Medicare.

     (c) Contractor shall not bill or collect from a Member any charges in
connection with Services, even though such Services are not Covered Services,
unless Contractor has obtained a written statement in a form acceptable to KP,
signed by the



                                     Page 9
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Member or the person responsible for paying for Services rendered to the Member,
acknowledging that the Member or such person is responsible for making such
payments.

     (d) Contractor understands and agrees that surcharges against Members are
prohibited and Health Plan will take appropriate action if surcharges are
imposed. A surcharge is an additional fee which is charged to a Member for a
Service but which is not approved by the Commissioner of Corporations or
provided for under the applicable Membership Agreement.

     (e) Contractor shall hold harmless the State of California, Medi-Cal Plans
and Members in the event that TPMG cannot or will not pay for Services performed
by Contractor pursuant to this Agreement.

3.5 COORDINATION OF BENEFITS/THIRD PARTY LIENS/SUBROGATION RIGHTS.

     (a) When Health Plan is primary under applicable coordination of benefits
("COB") rules, TPMG shall pay to Contractor, as set forth in this Agreement the
amount due for Covered Services rendered to Members.

     (b) When Health Plan is secondary under applicable COB rules, or another
payor is primary to Health Plan, then Contractor shall bill such other payor and
the amounts collected from other payors for Covered Services provided to
Members, shall be applied to the "Actual Cost Offset" category of the annual
budget reconciliation for the applicable Budget Year for the relevant facility.

     (c) Contractor shall cooperate with and abide by Health Plan's COB program.
Such cooperation shall include, without limitation the following: (i) Contractor
shall screen each Member receiving Services to determine if the Member has
Medicare coverage, or other health benefits, such as workers' compensation
coverage or coverage through the Member's spouse, and shall provide such other
coverage information to Health Plan upon request. (ii) If, following payment by
TPMG for Services, Contractor discovers that Contractor is entitled to payment
or receives payment for the same services from another payer that is primary to
Health Plan, then Contractor shall notify TPMG and promptly refund to TPMG any
amount paid by TPMG in excess of the amount set forth in subsection (b) above
and such amount shall be included in the reconciliation referred to in Section
3.1(c) for the applicable Budget Year for the relevant facility.

     (d) Health Plan, not Contractor, shall retain all rights to seek and
recover, including all rights of reimbursement, lien or subrogation, any and all
payment from Members or third parties for Covered Services provided by
Contractor to a Member hereunder, as a result of an injury or illness caused or
alleged to be caused by a third party. Contractor shall cooperate with Health
Plan or its designee in identifying such claim and in providing such information
promptly to Health Plan.



                                    Page 10
<PAGE>

4.0 TERM AND TERMINATION

4.1 TERM. This Agreement will begin on the Effective Date, will continue in
effect for three (3) years, and will thereafter automatically renew for
successive three (3) year terms, unless terminated in accord with Sections 4.2,
4.3 or 4.4 below. Any such renewal shall apply to all of Contractor's facilities
covered under the Agreement at the time of renewal. Further, if either party
desires to allow the Agreement to expire at the end of the initial or any
subsequent term, 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.

4.2 WITHOUT CAUSE TERMINATION. This Agreement may be terminated at any time for
any reason or no reason by TPMG upon at least ninety (90) days prior written
notice to the Contractor, subject to the provisions of Section 4.6. In the event
of termination under this Section, TPMG shall pay Contractor 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 4.4
or 4.5 or to an expiration at the end of the term, or any extension thereof.

4.3 IMMEDIATE TERMINATION.

     (a) Contractor shall immediately notify TPMG and TPMG may immediately
suspend this Agreement in the event there is a material adverse change in any
insurance coverage required hereunder of either USCC or ROMG other than a
cancellation, non-renewal, expiration or failure to obtain coverage. If
Contractor does not provide adequate insurance coverage within thirty (30) days
of the material adverse change, TPMG may terminate this Agreement immediately.
Contractor shall immediately notify TPMG and this Agreement will terminate
without further action of the parties if any such insurance coverage is
canceled, not renewed or expires, or if Contractor 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
determined by TPMG in its sole discretion.

     (b) Contractor shall immediately notify TPMG and TPMG may immediately
suspend this Agreement if any license(s), Medicare or Medi-Cal certification, or
credentialing status required of Contractor hereunder is suspended or limited.
If any such license(s), certification or credentialing status is not fully
reinstated within thirty (30) days of such suspension of limitation, TPMG may
immediately terminate this Agreement. Contractor shall immediately notify TPMG
and this Agreement will terminate without further action of the parties if any
such license, Medicare or Medi-Cal certification or credentialing status, is
revoked, not renewed or expires, if such licensure or certification is not
obtained as required by this Agreement, or if Contractor is excluded from
participation in the Medicare or Medi-Cal programs. If this Agreement terminates
without further action of the parties, the effective date of termination shall
be the date of



                                    Page 11
<PAGE>

the occurrence of such event or, at TPMG's option, such other date determined by
TPMG in its sole discretion.

     (c) Contractor shall notify TPMG and TPMG may terminate this Agreement
immediately upon written notice to Contractor if either USCC or ROMG 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.

     (d) Contractor shall notify TPMG and TPMG may terminate this Agreement
immediately upon written notice to Contractor if Services are provided to any
Members under this Agreement through a physician and: (i) such physician's
license to practice medicine in any state is suspended, revoked, expired or not
renewed; (ii) such physician's staff privileges at any hospital is revoked,
suspended, not renewed or significantly (in the judgment of TPMG) reduced for
any medical disciplinary cause or reason; (iii) such physician is not or ceases
to be covered by professional liability coverage as required under this
Agreement; (iv) such physician is criminally charged with any act involving
moral turpitude; (v) the credentialing Information provided to TPMG with respect
to such physician was materially false; or (vi) such physician no longer
satisfies the credentialing standards of TPMG.

     (e) KP may terminate this Agreement immediately upon written notice to
Contractor if (i) such Contractor rejects a Legally Required Modification
pursuant to Section 9.9, or (ii) there is any change to the composition of
physicians and other health care practitioners providing Services on behalf of
Contractor and such Providers have not been credentialed by TPMG.

     (f) Any suspension or termination by TPMG under Section 4.3(a) (b), (c), or
(d) may, at TPMG's option, be a suspension or termination of this Agreement in
whole or in part. Any partial suspension or termination shall be with respect to
each facility identified in writing by TPMG to Contractor. Further, the parties
agree that for such suspension or termination in regard to credentialing or
under subsection (d), for a specified physician, may be remedied by Contractor
by removing such physician from caring for Members. Contractor must as part of
such removal provide for continued access to care for Members.

4.4 OTHER RIGHTS OF TERMINATION.

     (a) TPMG may terminate this Agreement in total or, at TPMG's option with
respect to one or more facilities if the additional amount, if any, payable by
TPMG under Section 3.1 as the result of the reconciliation for any Budget Year
for any facility exceeds two hundred percent (200%) of the amount set forth in
the Projected Budget for Administration, as adjusted as provided herein.
Further, if TPMG reasonably determines at any time during any Budget Year that
the amount that would be payable by TPMG as the result of a reconciliation
performed under Section 3.1 for a portion of the such Budget Year for any
facility would exceed two hundred percent (200%) of the amount allocable



                                    Page 12
<PAGE>

for such portion of any such Budget Year for Administration, as adjusted as
provided herein. TPMG may request a formal reconciliation be performed within
thirty (30) calendar days. If the result of such reconciliation shows that the
expenses do exceed two hundred (200) percent of the amount allocable for such
portion of any such Budget Year for Administration, TPMG may terminate this
Agreement in total or, at TPMG's option with respect to one or more facilities.

     (b) Either party may terminate this Agreement for a material breach by the
other of any provision of this Agreement other than for a breach specifically
provided for in 4.3 above, if any such breach is not cured within thirty (30)
days after the non-breaching gives written notice of such breach to the other.
Any such termination shall be effective as of the date of expiration of the cure
period.

4.5 TERMINATION AS TO MEDICARE RISK MEMBERS. In the event that the Medicare
contract between HCFA and Health Plan is terminated or nonrenewed, this
Agreement will be terminated as to Medicare-Risk Members unless HCFA and Health
Plan agree to the contrary. Such termination as to Medicare Risk Members shall
be accomplished by delivery of written notice by TPMG to Contractor of the date
upon which said termination will become effective.

4.6 EFFECT OF TERMINATION AND SURVIVAL

     (a) Upon termination of this Agreement, Contractor shall continue to
provide Services to Members under the care of Contractor at the time of
termination, until the Services being rendered are completed unless TPMG makes
reasonable and medically appropriate provisions for the assumption of such
Services by a new contractor or by TPMG. The terms and conditions of this
Agreement will continue to apply to Services provided to each such Member until
completion or until transfer to a new contractor or to TPMG. Contractor shall
act in such a manner as to facilitate TPMG's or any new contractor's assumption
of services.

     (b) In the event of TPMG's insolvency or other cessation of operations,
Contractor will continue to provide Services to Members under the care of ROMG
at the time of insolvency or cessation of operations through the period for
which premiums have been paid.

     (c) Provisions of this Agreement including, but not limited to, Section 2.5
(Utilization Management), Section 2.6 (Quality Assessment and Improvement),
Article 5 (Records and Confidentiality), Article 6 (Insurance and
Responsibility) and Article 8 (Dispute Resolution, Complaints and Inquiries)
that are not fully performed or are not capable of being fully performed as of
the date of termination will survive termination of this Agreement.

     (d) Contractor further agrees that Section 3.4 (a) and Section 4.6 (b)
shall (i) survive the termination of this Agreement regardless of the cause
giving rise to termination, (ii) be construed to be for the benefit of the
Members, and (iii) supersede any oral or written contrary agreement now existing
or hereafter entered into by the parties.



                                    Page 13
<PAGE>

Any modification to this Section 4.6 (d) shall become effective only after
proper state and federal regulatory authorities have received written
notification of the proposed changed.

4.7 FAIR HEARING. Notwithstanding time periods for termination set forth in
Sections 4.3 and 4.4 above, in all cases in which TPMG terminates this Agreement
and any ROMG physician providing Services hereunder is entitled to a fair
hearing under TPMG's applicable Notification and Hearing Procedures, as amended
from time to time ("Procedures"), the termination will be final thirty (30) days
from notice of the right to request a hearing, unless such physician requests a
hearing within such thirty (30) day period. If such a hearing is requested, this
Agreement will continue in effect until a decision is rendered, provided,
however, (a) this Agreement may be terminated for other reasons or without
cause, and (b) upon the request of TPMG, Contractor shall not thereafter render
Services to Members until a decision is rendered.

5.0 RECORDS AND CONFIDENTIALITY

5.1 MAINTENANCE OF RECORDS. Contractor shall maintain books, charts, documents,
papers, reports and records (including, but not limited to, financial,
accounting, administrative, and patient medical records and prescription files)
related to Services provided hereunder to Members, to the cost thereof, to
payments received from Members or others on their behalf and to the financial
condition of Contractor ("Records"). Records also include those that are
customarily maintained by Contractor for purposes of verifying claims
information and reviewing appropriate utilization of Services. Contractor shall
maintain Records in accord with applicable state and federal requirements,
including privacy and confidentiality requirements, and in a form maintained in
accordance with the general standards applicable to that book or record keeping.
The Member's medical record shall reflect whether or not the Member has executed
an advance directive. Contractor shall be fully bound by the requirements in
Title 42 of the Code of Federal Regulations Section 2.1 et seq., relating to the
maintenance and disclosure of Member Records received or acquired by federally
assisted alcohol or drug programs. Contractor shall preserve Records for the
longer of (i) seven (7) years after termination of this Agreement, (ii) one (1)
year after the Member reaches the age of majority, if the Member is a minor, and
(iii) the period of time required by state and federal law and Health Plan
Medi-Cal Contracts, including the period required by the Knox Keene Act and
regulations, and by the Medicare and Medi-Cal programs.

5.2 ACCESS TO AND COPIES OF RECORDS. KP and its authorized agents shall have
access to and may inspect the Records, subject to reasonable request and
notification requirements. Contractor shall transmit Record information by
written telecommunication (i.e., facsimile) to KP as requested. Contractor
shall, subject to any legal requirements regarding confidentiality provide
access to Records and other information as required by NCQA and other
accrediting organizations. Contractor shall provide copies of Records to KP upon
request and at no separate charge.

5.3 COPIES OF CLINICAL INFORMATION. For all Members receiving Services,
Contractor will promptly forward copies of initial consultation reports upon
completion



                                    Page 14
<PAGE>

of consult, and summaries of patient care or patient results upon completion of
patient care or discharge, to the physician prescribing or authorizing the
Service. Contractor shall provide copies of such clinical information to the
prescribing or authorizing physician upon request and at no separate charge.

5.4 DISCLOSURE TO GOVERNMENT OFFICIALS. Contractor shall comply with all
provisions of the Omnibus Reconciliation Act of 1980 regarding access to books,
documents, and records. Without limiting the foregoing, Contractor shall
maintain, provide access to, and provide copies of Records, this Agreement and
other information to the Commissioner of Corporations of the State of
California, DHS, Medi-Cal Plans, the U.S. Department of Justice, the Secretary
of the U.S. Department of Health and Human Services, the U.S. Comptroller
General, HFCA, Peer Review Organizations, their designees, and such other
officials entitled by law or under Health Plan Medi-Cal Contracts (collectively,
"Government Officials") as may be necessary for compliance by KP with the
provisions of all state and federal laws and contractual requirements governing
KP, including, but not limited to, the Knox-Keene Health Care Service Plan Act
of 1975, as amended, and the regulations thereunder, and the Medicare and
Medi-Cal programs. Such Records shall be available at all reasonable times at
Contractor's place of business or at some other mutually agreeable location in
California.

5.5 GOVERNMENT-REQUIRED INFORMATION. Contractor shall supply KP with periodic
reports and information pertaining to Services provided to Members by Contractor
or its subcontracted health care providers, on such forms and within such times
as requested by KP, and which will enable KP to meet all federal and state and
contractual reporting requirements.

5.6 CONFIDENTIALITY OF INFORMATION.

     (a) Contractor and KP shall keep in strictest confidence and in compliance
with all applicable state and federal law: (i) this Agreement, (ii) any patient
information, (iii) information concerning any matter relating to the business of
the other, including, but not limited to, the other's employees, products,
services, membership, prices, operations, business systems, planning and
finance, practice guidelines, and formularies, (iv) materials, data, records or
other information obtained from the other during the course of or pursuant to
this Agreement, and (v) any information learned by Contractor or KP while
performing obligations under this Agreement, which if provided by the other,
would be required to be kept confidential. Neither Contractor nor KP shall
disclose such information unless authorized by the other, except as provided in
subsection (b) below.

     (b) The prohibitions on disclosure set forth in Subsection (a) above do not
apply to information (i) required by law to be disclosed or to be provided to
Government Officials or governmental agencies, (ii) required by the Joint
Commission on Accreditation of Heath Care Organizations ("JCAHO") NCQA, or other
accreditation organizations, or (iii) disclosed in legal or government
administrative proceedings.

     (c) Notwithstanding any other provision of this Agreement, names of Members
receiving public social services hereunder are confidential and are to be



                                    Page 15
<PAGE>

protected from unauthorized disclosure in accordance with Title 42, Code of
Federal Regulations, Section 431.300 et. seq. and Section 14100.2 of the Welfare
and Institutions Code and regulations adopted thereunder. For the purpose of
this Agreement, all information, records, data, and data elements collected and
maintained for the operation of the Agreement and pertaining to Members shall be
protected by Contractor from unauthorized disclosure.

     With respect to any identifiable information concerning a Medi-Cal Member
that is obtained by Contractor, Contractor (i) will not use any such information
for any purpose other than carrying out the express terms of this Agreement,
(ii) will promptly transmit to DHS and the applicable Medi-Cal Plan all requests
for disclosure of such information, (iii) will not disclose except as otherwise
specifically permitted by this Agreement, any such information to any party
other than DHS and the applicable Medi-Cal Plan, without prior written
authorization specifying that the information is releasable under Title 42, CFR
Section 431.300 et. seq., Section 14100.2, Welfare and Institutions Code, and
regulations adopted thereunder, and (iv) will, at the expiration or termination
of this Agreement, return all such information to DHS and the applicable
Medi-Cal Plan or maintain such information according to written procedures sent
to Health Plan by DHS and the applicable Medi-Cal Plan for this purpose.

5.7 USE OF NAME. Each party reserves to itself the right to, and the control of
the use of, its names, symbols, trademarks and service marks, presently existing
or hereafter established, and, no party shall use the other's names, symbols,
trademarks, or service marks in any advertising or promotional communication of
any type or otherwise without the prior written consent of the other
organization. Notwithstanding the above, KP may communicate to Members USCC and
ROMG's name(s), address(es), telephone number(s) and physicians.

5.8 PUBLICITY. In the interest of presenting accurate information to the general
public and Members, and maintaining good public relations, the parties will
consult with each other regarding any issue relating to this Agreement or to a
Member obtaining Services hereunder that gives rise to media interest or public
relations concern and will cooperate in developing any statements or press
releases in connection with any such issue. Further the terms of this Agreement
shall not be disclosed by any party without the express written consent of other
parties.

6.0 INSURANCE AND RESPONSIBILITY

6.1 INSURANCE.

     (a) Contractor shall maintain the following insurance covering itself and
each physician and other healthcare professional through whom Services are
provided hereunder: (i) policies of commercial general liability and property
damage insurance with limits of liability not less than one million dollars
($1,000,000) per occurrence and three million dollars ($3,000,000) annual
aggregate, (ii) a policy of professional liability insurance with limits of
liability not less than one million dollars ($1,000,000) per occurrence and
three million dollars ($3,000,000) annual aggregate, (iii) fidelity



                                    Page 16
<PAGE>

coverage, including the bonding of employees, in a reasonable amount, but no
less than $500,000 covering USCC administrative responsibilities hereunder, and
(iv) such other insurance or self insurance as shall be necessary to insure it
against any claim or claims for damages arising under this Agreement, including
claims arising by reason of personal injury or death in connection with the
performance of any Service, or use of any property or facility pursuant to this
Agreement. Such insurance coverage shall apply to all facilities of Contractor
covered under this Agreement.

     (b) All insurance required under this Section shall be obtained from a
company(ies) that is duly licensed to do business in the State of California and
that either (i) has a Best's rating of at least A or has a comparable rating
from another rating company or (ii) is acceptable to TPMG. Such insurance
coverage must not be canceled, terminated, nonrenewed, or modified or must not
expire without at least thirty (30) days' prior written notice to TPMG.
Contractor shall notify TPMG at the time of any change in insurance carrier,
limits or deductibles. Contractor shall provide certificates of insurance
evidencing such coverage to TPMG upon execution of this Agreement in a form
acceptable to TPMG, and from time to time thereafter upon request. Both parties
to this Agreement will maintain in full force and effect appropriate automobile
coverage, and workers' compensation protection and unemployment insurance to the
extent required by law.

     (c) If Contractor obtains one or more claims-made insurance policies to
fulfill its obligations under this Section, Contractor will (i) maintain
coverage with the same company during the term of this Agreement and for at
least ten (10) years following termination of this Agreement, or (ii) purchase
or provide coverage that assures protection against claims based on acts or
omissions that occur during the period of this Agreement but which are asserted
after the claims made insurance policy has expired.

6.2 RESPONSIBILITY

     (a) USCC and ROMG shall jointly and severally assume, for each Member to
whom Services are rendered by or on behalf of Contractor, full responsibility
for the manner in which Services are rendered. USCC and ROMG shall jointly and
severally assume full responsibility for all losses or expenses (including costs
and reasonable attorneys' fees) resulting from liability imposed by law upon
either because of injury or death to any person or on account of damages to
property, including loss of use thereof, arising out of or in connection with
this Agreement and due or claimed to be due to the negligence or wrongful
conduct of either USCC or ROMG and their respective Providers (as defined in
Section 7.3 (a)), contractors, officers, directors, agents, or employees.

     (b) TPMG shall assume full responsibility for all loss or expenses
(including costs and reasonable attorneys' fees) resulting from liability
imposed by law upon TPMG because of injury or death to any person or on account
of damages to property, including loss of use thereof, arising out of or in
connection with this Agreement and due or claimed to be due to the negligence or
wrongful conduct of TPMG, its officers, directors, agents or employees.



                                    Page 17
<PAGE>

7.0 LEGAL REQUIREMENTS AND CREDENTIALS

7.1 COMPLIANCE WITH LAWS

     (a) USCC and ROMG each represents and warrants that it is currently, and
for the duration of this Agreement shall remain in compliance with all
applicable local, State and federal laws and regulations, including, but not
limited to, those (i) regarding licensure and certification, (ii) necessary for
participation in the Medicare and Medi-Cal programs, including the antifraud and
abuse laws and regulations and the patient self-determination amendments of the
Omnibus Budget Reconciliation Act of 1990, (iii) regarding advance directives,
(iv) regulating the operations and safety of facilities, and (v) regarding
federal and state Occupational Health and Safety Administration (OSHA)
standards.

     (b) Neither USCC nor ROMG shall employ or contract with directly or
indirectly entities or individuals excluded from participation in Medicare or
Medicaid under Sections 1128 or 1128A of the Social Security Act, for the
provision of health care services, utilization review, medical social work or
administrative services in respect to Members.

     (c) KP shall ensure, through the quality assessment and improvement
programs described in Section 2.6 of this Agreement, that any Services performed
by ROMG physicians under this Agreement at a KFH facility are performed in a
safe and effective manner as required by 42 Code of Federal Regulations Section
482.12(e), and KP shall retain administrative and professional responsibility
for all Services rendered by Contractor to patients of KFH, as required by Title
22 California Code of Regulations, Section 70713. The foregoing shall not modify
the allocation of liability or indemnification obligations between the parties
as set forth in the Agreement or as otherwise provided by law.

7.2 NONDISCRIMINATION.

     (a) Contractor shall not discriminate against Members on the basis of race,
color, creed, religion, sex, marital status, ancestry, sexual orientation,
national origin, health status, age, physical or mental handicap, veteran's
status, income, source of payment, status as a Member of Health Plan, or filing
a complaint as a Health Plan Member. Contractor shall not condition treatment or
otherwise discriminate on the basis of whether a Member has executed an advance
directive. Contractor shall comply with Title VI of the Civil Rights Act of
1964, the Age Discrimination Act of 1975 and the Rehabilitation Act of 1973.
Contractor shall provide reasonable access and accommodation to persons with
disabilities to the extent required of a health services provider under the
American with Disabilities Act or any applicable state law.

     (b) Contractor recognizes that as a governmental contractor, KP is subject
to various federal laws, executive orders and regulations regarding equal
opportunity and affirmative action which may also be applicable to
subcontractors. Contractor, therefore, agrees that any and all applicable equal
opportunity and affirmative action clauses shall



                                    Page 18
<PAGE>

be incorporated herein as required by federal laws, executive orders, and
regulations, including but not limited to the following:

          (i) The nondiscrimination and affirmative action clauses contained in
          Executive Order 11246, as amended; the Rehabilitation Act of 1973, as
          amended; the Vietnam Era Veterans Readjustment Assistance Act of 1974,
          as amended; and the implementing rules and regulations prescribed by
          the Secretary of Labor in Title 41, Part 60 of the Code of Federal
          Regulations.

          (ii) The utilization of small and minority business concerns clauses
          contained in: the Small Business Act, as amended; Executive Order
          11625, and the Federal Acquisition Regulation (FAR) at 48 CFR Chapter
          1, Part 19, Subchapter D, and Part 52, Subchapter H.

          (iii) The utilization of labor surplus area concerns clauses contained
          in: the Small Business Act, as amended; Executive Order 12073; 20 CFR
          Part 654, Subpart A; and the Federal Acquisition Regulation (FAR) at
          48 CFR Chapter 1, Part 20 of Subchapter D and Part 52 of Subchapter H.

     (c) During the performance of this Agreement, Contractor shall not
unlawfully discriminate, harass, or allow harassment against any employee or
applicant for employment because of race, religion, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, age, sex, or denial of family care leave. Contractor shall insure that
the evaluation and treatment of its employees and applicants for employment are
free of such discrimination and harassment. Contractor shall comply with the
provisions of the Fair Employment and Housing Act (Government Code, Section
12900, et seq.) and the applicable regulations promulgated thereunder
(California Code of Regulations Title 2, Section 7285.0 et seq.). The applicable
regulations of the Fair Employment and Housing Commission implementing
Government Code Section 12990, set forth in Chapter 5 of Division 4 of Title 2
of the California Code of Regulations are incorporated into this Contract by
reference and made a part hereof as if set forth in full. Contractor shall give
written notice of its obligations under this clause to labor organizations with
which it has a collective bargaining or other agreement.

7.3 LICENSURE, CERTIFICATION AND CREDENTIALS.

     (a) ROMG and USCC each represents and warrants that all physicians and all
health care practitioners, including employees, contractors and agents of
either, who provide Services to Members (collectively "Providers"), ROMG and
USCC and each of Contractor's facilities are, and shall be at all times during
the term hereof, properly licensed by the State of California, certified,
qualified and in good standing in accord with all applicable local, state and
federal laws and in accord with all applicable standards and criteria pertaining
to the provision of healthcare services within its facilities. ROMG, USCC and
each facility shall be accredited, if applicable. USCC, ROMG, Contractor's
facilities and Providers shall meet applicable requirements and be



                                    Page 19
<PAGE>

properly certified under the Medicare and Medi-Cal programs, as set forth in
Title XVIII and Title XIX respectively, of the Social Security Act. Providers
shall only provide Services within the scope of their training and experience.
ROMG and USCC each further warrants that each physician through whom it will
provide Services shall (i) maintain a current, unrestricted license to practice
medicine in California, (ii) be certified to participate in the Medicare and
Medi-Cal programs, (iii) be board certified in the specialty set forth in
Exhibit 1, and (iv) maintain, as applicable, full active staff membership at one
or more local hospitals, including all clinical privileges necessary for the
physician to perform required Services at such hospital. Upon request,
Contractor shall provide satisfactory documentary evidence of licensure,
certification, and qualifications of Contractor, Contractor's facilities and
Providers.

     (b) Contractor shall cooperate with TPMG's credentialing process. Prior to
execution of this Agreement, Contractor will provide to TPMG all requested
credentialing information, in such form as reasonably requested by TPMG.
Providers must be credentialed as set forth in this Section 7.3 before providing
Services to Members. Contractor shall also provide all re-credentialing
information requested by TPMG.

     (c) Contractor shall immediately notify TPMG if (i) the licenses,
certifications or clinical privileges of USCC, ROMG or any Provider are revoked,
suspended, restricted, expired or not renewed, (ii) any peer review action,
inquiry or formal corrective action proceeding, or investigation is initiated
against USCC, ROMG or a Provider, (iii) USCC, ROMG or a Provider is the subject
of legal (malpractice) action or governmental action, inquiry or formal
allegation concerning qualifications or ability to perform Services (including
any allegation of malpractice), (iv) there is any formal report submitted to the
Medical Board of California, the Board of Registered Nursing or the National
Practitioner Data Bank of adverse credentialing or peer review action regarding
USCC, ROMG or a Provider, (v) there is any material change in any of the
credentialing information regarding USCC, ROMG or a Provider, (vi) USCC, ROMG or
a Provider is subject to sanctions under the Medicare or Medicaid programs, or
(vii) there is any incident that may affect any license or certification held by
USCC, ROMG or a Provider, or that may materially affect Contractor's performance
of its obligations under this Agreement. Upon request, Contractor shall provide
KP with copies of survey reports, investigations, assessments, formal
evaluations or citations of either USCC or ROMG by any governmental agency that
regulates either.

     (d) If at any time during the term hereof, any Provider of Contractor's
physicians does not meet TPMG's credentialing standards, or the license,
certifications, or privileges of any Provider are suspended, revoked, expired or
not renewed then Contractor shall ensure that such Provider shall not thereafter
provide services to Members. If during the term hereof, any of the events listed
in (i) Subsection (c) above occur with respect to a Provider or (ii) Section 4.4
(d) occur with respect to a physician Provider, or there is conduct or
performance by a Provider that could adversely affect the health or welfare of a
Member, upon the written request of TPMG, such Provider shall not thereafter
render Services to Members until the matter has been resolved to TPMG's
satisfaction and TPMG consents in writing to the provision of Services by such
Provider.



                                    Page 20
<PAGE>

8.0 DISPUTE RESOLUTION, COMPLAINTS AND INQUIRIES

8.1 DISPUTE RESOLUTION.

     (a) In the event of a claim, dispute or other matter arising out of,
relating to, or in any way connected with this Agreement (collectively,
"Dispute" or "Disputes"), including the performance of or failure to perform any
term, covenant, or condition herein, either TPMG or Contractor shall submit a
notice regarding the nature of the Dispute to the other party at the address and
telephone number listed in Section 9.9. Thereafter, TPMG and Contractor shall
meet and confer in good faith to resolve the Dispute or Disputes; provided,
however, that Disputes for which a hearing is requested and allowed pursuant to
Section 4.7 shall proceed to a hearing and that Disputes or controversies
involving a Member or Members described in Section 8.2 shall be determined in
accord with the provisions of Section 8.2 (c) and the Member's Membership
Agreements' arbitration provision. Contractor shall work directly with TPMG to
reach a resolution of the Dispute, and shall not involve Members in any manner
concerning such Dispute, except to the extent that a Member is an indispensable
party in reaching a resolution. If a Dispute is not resolved by the parties or
by a hearing pursuant to Section 4.7, then it shall be submitted to binding
arbitration in accord with all procedures and rules applicable to arbitration of
claims, as set forth in the Membership Agreement, as amended from time to time
by Health Plan, except that notice shall be given as set forth in Section 9.9 of
this Agreement. The arbitration award may be entered as a judgment in accord
with applicable law in any court having jurisdiction thereof. The obligations
set forth in this paragraph shall also apply to any claims, disputes, or other
matters, irrespective of the legal theories asserted, between USCC and/or ROMG,
on the one hand, and TPMG, KFH or Health Plan, on the other hand, whether or not
KFH and Health Plan are also parties to the Agreement. In the event of a Dispute
solely between (i) TPMG, KFH and/or Health Plan and (ii) USCC and/or ROMG, venue
shall be Alameda County, California. An arbitration under this section shall be
consolidated with any other arbitration that includes claims by or against
Members (or kindred parties) or KP based on the same incident, transaction or
related circumstance.

     (b) The parties acknowledge that a breach of the obligations in Sections
5.6 and 5.7 of this Agreement would cause irreparable injury to the injured
party which could not be compensated adequately in damages and that the injured
party shall be entitled, in addition to any other remedies or damages, to a
temporary restraining order and/or preliminary injunction to restrain the
violation of Sections 5.6 and 5.7 without the necessity of proving irreparable
injury. Such injunctive relief shall be granted without requiring the injured
party to post bond or other security. Any party may seek such temporary or
preliminary injunctive relief in a court of competent jurisdiction to restrain a
violation of the confidentiality obligations, but any permanent injunctive
relief as well as temporary or permanent injunctive relief to restrain the
violation of other obligations under this Agreement shall be resolved by
arbitration in accordance with Subsection 8.1 (a) above. The arbitrator shall
have authority to issue final injunctive relief, and any orders necessary to
carry out that relief, and such orders shall be confirmed as an enforceable
judgment in a court of competent jurisdiction.



                                    Page 21
<PAGE>

8.2 MEMBER COMPLAINTS, GRIEVANCES, INQUIRIES AND CLAIMS.

     (a) When a Member complaint is brought to Contractor's attention,
Contractor shall investigate such complaint and use their best efforts to
resolve such complaint in a fair and equitable manner. Contractor shall
cooperate with KP in identifying, processing and resolving all Member complaints
and grievances pursuant to KP's grievance procedures. Such cooperation will
include, but not be limited to, meeting with representatives of KP, providing
information bearing on the complaint to such representatives and taking all
reasonable actions suggested by such representatives to resolve the Member's
complaint. Contractor will promptly notify KP of receipt of all complaints from
or on behalf of Members. The parties will each promptly notify the other of the
receipt of any written complaint letters regarding Services provided to Members
by or on behalf of Contractor. Contractor shall comply with KP's resolution of
any such complaints and grievances.

     (b) Health Plan is responsible for administration of Covered Benefits,
including decisions regarding discontinuation or denial. All inquiries regarding
what services and benefits are Covered Benefits are to be referred to Health
Plan.

     (c) Contractor will promptly notify TPMG of any professional liability
claims filed or asserted regarding Services provided to Members by, or on behalf
of, Contractor. Contractor shall submit to binding arbitration in accordance
with the Membership Agreement claims asserted against Contractor, and Contractor
shall accept and be bound by the Membership Agreement's arbitration provision
there in as it may be amended from time to time, in the resolution of such
claims.

9.0 MISCELLANEOUS

9.1 RIGHTS OF FIRST OFFER. The parties acknowledge their mutual interest in
using the terms of this Agreement as a blue print for exploring future
opportunities and their joint commitment to reviewing such opportunities and the
associated business needs as proffered by either party. In this light, the
following provisions are incorporated:

     (a) TPMG agrees that if at any time during the term it intends to contract
for the provision of Services for its Members in one or more CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION it will offer the right to provide such Services to USCC prior to
commencing negotiations with any other entity and shall in good faith consider
any offer made by USCC. Notwithstanding the foregoing, if USCC notifies TPMG in
writing that it does not desire to provide Services in such geographic area, or
the parties are unable to agree upon the terms and conditions under which USCC
would provide such Services within thirty (30) days following notice to USCC by
TPMG of its intent to contract for any such Services and the CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION being considered, unless such period is extended in writing by the
parties, TPMG shall have no further obligation to USCC under this Section 9.1
with respect to such geographic area. The provisions of this Section do not
apply to a



                                    Page 22
<PAGE>

decision by KP to provide such Services through one or more KP entities or to
the renewal or renegotiation of any agreement with any third party for the
provision of Services in effect as of the Effective Date of this Agreement. TPMG
has provided Contractor under separate cover with a list of such third party
agreements.

     (b) USCC agrees that if at any time during the term it intends to open a
new facility to provide Services CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION served by KP, it will
notify TPMG of the proposed opening of such facility prior to commencing
negotiations to provide Services to any other entity. If TPMG notifies USCC in
writing that it does not desire to negotiate with USCC regarding utilization of
such facility or if TPMG does desire to negotiate with USCC regarding
utilization of such facility but the parties are unable to agree upon the terms
and conditions under which TPMG would obtain Services for Members at such
facility within thirty (30) days following notice from USCC to TPMG, unless such
period is extended in writing by the parties, USCC shall have no further
obligation to TPMG under this Section 9.1 with respect to such location.

     (c) The provisions of this Section 9.1 shall apply each time that TPMG
desires to contract for such Services and each time that USCC desires to open a
new facility as noted in paragraphs (a) and (b) above, respectively.



                                    Page 23
<PAGE>

9.2 INDEPENDENT CONTRACTOR. Contractor enters into this Agreement, and will
remain throughout the term of this Agreement, as an independent contractor.
Nothing in this Agreement is intended to create nor shall it be construed to
create between TPMG and Contractor a relationship of principal, agent, employee,
partnership, joint venture or association. Neither TPMG nor Contractor has
authorization to enter into any contracts, assume any obligations or make any
warranties or representations on behalf of the other. No individual through whom
Contractor renders Services, shall be entitled to or shall receive from TPMG
compensation for employment, employee welfare and pension benefits, fringe
benefits of employment, workers' compensation, life or disability insurance or
any other benefits of employment, in connection with rendering Services.
Contractor warrants that it will be responsible for all legally required tax
withholding for itself and its employees.

9.3 PRACTITIONER-PATIENT COMMUNICATION. TPMG allows open practitioner-patient
communication regarding appropriate treatment alternatives without penalizing
practitioners for discussing medically necessary or appropriate care for member
patients.

9.4 THIRD PARTY BENEFICIARIES. This Agreement is not intended to, nor does it
create any third party beneficiary rights in any person, including Members,
except as provided in Section 4.6(d)(ii) and where indicated for KFH and Health
Plan. No action to enforce the terms of this Agreement may be brought against a
party by a person who is not a party hereto, except for KP and Health Plan.

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 either USCC or ROMG without the prior written
consent of TPMG. TPMG agrees that such consent shall not be unreasonably
withheld. Any material change of ownership or control of either USCC or ROMG
shall be deemed an assignment of this Agreement requiring the prior written
consent of TPMG. If 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

9.6 SUCCESSORS AND ASSIGNS. Subject to the restrictions on assignment contained
herein, this Agreement shall inure to the benefit of and be binding upon, the
parties hereto and their respective successors and assigns.

9.7 AMENDMENT. Unless otherwise specifically provided in this Agreement, this
Agreement may be amended only by mutual written consent of the parties.
Notwithstanding the foregoing, if Government Officials require any modification
of this Agreement in order for this Agreement to be in conformity with federal
or state law or if TPMG reasonably concludes that an amendment to this Agreement
is required because of a change in federal or state law, TPMG shall notify
Contractor of such proposed modification(s) ("Legally Required Modifications").
Such Legally Required Modifications shall be deemed accepted by USCC and ROMG
and this Agreement so



                                    Page 24
<PAGE>

amended, if Contractor does not, within thirty (30) days following the date of
the notice, deliver to TPMG its written rejection of such Legally-Required
Modifications.

9.8 GOVERNING LAW. This Agreement will be governed by and construed in accord
with California law. Any provision required to be in this Agreement by the Knox
Keene Act (California Health and Safety Code Section 1340 et seq. and
Regulations (California Code of Regulations Title 10 Section 1300 et seq.) shall
bind the parties whether or not provided in this Agreement. This Agreement shall
also be governed and construed in accord with applicable contractual
requirements of Health Plan, as required under the Medi-Cal program.

9.9 NOTICES. Any notices required to be given under this Agreement by either
party, or which may be made by either party to the other, shall be in writing,
delivered personally, by overnight delivery service with written proof of
delivery or by mail, registered or certified, postage prepaid, with return
receipt requested addressed as follows or to such other address as a party from
time to time informs the other in writing. Notice to USCC shall be deemed notice
to both USCC and ROMG.


THE PERMANENTE MEDICAL GROUP, INC.              RADIATION ONCOLOGY MEDICAL GROUP

Medical Services Planning & Contracting         c/o US Cancer Care
Support                                         700 Ygancio Valley Rd., #300
1814 Franklin Street, Third Floor               Walnut Creek, CA  94596
Oakland, California 94612
Attention:  Administrator
(510) 987-3035


USCC HEALTH CARE MANAGEMENT CORPORATION
700 Ygancio Valley Rd., #300
Walnut Creek, CA 94596

If required by law or Health Plan Medi-Cal Contracts, Contractor shall provide
notice of amendment or termination of this Agreement to DHS and Medi-Cal Plans,
by first class certified mail, postage prepaid.



                                    Page 25
<PAGE>

9.10 NO VOLUME GUARANTEE. TPMG does not represent, warrant, or covenant any
minimum volume of patients or Members to Contractor.

9.11 WAIVER. A failure of either party to exercise any right provided for herein
shall not be deemed a waiver of any right hereunder. No party will be deemed to
have waived any rights hereunder unless the waiver is made in writing and is
signed by the waiving party's duly authorized representative.

9.12 SEVERABILITY. If any one or more of the provisions of this Agreement is
held invalid or unenforceable, the remaining provisions shall continue in full
force and effect.

9.13 INTERPRETATION OF AGREEMENT. This Agreement shall be interpreted according
to its fair intent and not for or against any one party on the basis of which
party drafted the Agreement. Section headings are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.

9.14 ENTIRE AGREEMENT. This Agreement, including the Exhibits attached hereto,
contains the entire agreement of the parties and as of the Effective Date
supersedes any prior negotiations, proposals or understandings relating to the
subject matter of this Agreement.

9.15 UNUSUAL OR UNEXPECTED CIRCUMSTANCES.

     (a) Neither of the parties shall be liable nor deemed in default for any
delay or failure in performance under this Agreement resulting directly or
indirectly from acts of God, civil or military authority, acts of public enemy,
war, accidents, fires, explosions, earthquakes, floods, failure or
transportation, machinery or supplies, vandalism, strikes, or other work
interruptions, or other cause beyond the reasonable control of either party.
However, both parties shall make good faith efforts to perform under this
Agreement in the event of any such circumstance.

     (b) Each party reserves the right to suspend this Agreement or any part
thereof in the event of such circumstance. Upon notification by the suspending
party that such circumstance giving rise to the delay or failure in performance
under this Agreement has ceased, this Agreement shall be revived for the
remainder of the term.




                                    Page 26
<PAGE>


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

THE PERMANENTE MEDICAL                  RADIATION ONCOLOGY
 GROUP, INC.                             GROUP, INC.

By:  /s/ Robert Klein                            By:/s/ Harry Newman
     ------------------------------                 ----------------
     Robert Klein, M.D.                          Harry Newman, M.D.
     Associate Medical Director                  President
                                                 May 19, 1999

Reviewed By:/s/ B. Rossmiller
            Bellinda Rossmiller, Administrator
            Med. Svcs. Planning & Contracting Support
            Date: June 18, 1999

                                         USCC HEALTH CARE MGT. CORP.

                                         By:      /s/ W. Brian Fuery
                                                  ------------------
                                                  W. Brian Fuery
                                                  CEO
                                                  May 18, 1999

GUARANTEE OF OBLIGATIONS:

United States Cancer Care, Inc. ("Guarantor") hereby irrevocably and
unconditionally agrees with TPMG to cause Contractor to fully perform its
obligations under this Agreement in a timely manner, and further irrevocably and
unconditionally guarantees the full and timely performance of this Agreement by
Contractor in accord with its terms. The foregoing guarantee includes a
guarantee of the immediate payment when due of any amounts for which Contractor
may at any time be liable on account of this Agreement. TPMG may, at its option,
proceed directly against Guarantor for the performance of any obligations of
Contractor hereunder or for any amounts which may be recoverable as a result of
any misrepresentation, breach of warranty, breach of covenant or other cause of
Contractor's liability under this Agreement, without any requirement to proceed
against Contractor either prior to or concurrently with proceeding against
Guarantor. Guarantor further agrees that its guarantee shall continue in effect
notwithstanding any modification, extension, waiver or other change in or under
this Agreement or any guaranteed obligation, or any other act or thing which
might otherwise operate as a legal or equitable discharge of a guarantee,
including but not limited to the expiration or termination of this Agreement.
Guarantor hereby waives all special suretyship defenses and notice requirements.

UNITED STATES CANCER CARE, INC.
By: /s/ W. Brian Fuery
    ------------------
    W. Brian Fuery
    CEO
    May 18, 1999



                                    Page 27
<PAGE>

                                    EXHIBIT 1

                    PROVIDERS, SERVICES AND SERVICE LOCATIONS

a.       Physicians and other professional health care providers:

         A Listing and Credentialing Materials will be provided by Contractor at
         least 60-days in advance of the opening of each Center.

b.       Description of Services:

Services to be provided hereunder are generally described as outpatient External
Beam Radiation Therapy, delivered on a linear accelerator, excluding all other
radiation delivery modalities.

c.       The Services are to be provided at the following location(s):

         Locations are listed in the portion of Exhibit 3 specific to each
         facility.




                                    Page 28
<PAGE>


                                    EXHIBIT 2

          UTILIZATION MANAGEMENT/QUALITY ASSURANCE/PERFORMANCE CRITERIA

                     KAISER PERMANENTE MEDICAL CARE PROGRAM

The Permanente Medical Group, Inc. ("TPMG") is responsible for authorizing all
medical services provided outside of the Kaiser Permanente Medical Care Program.
Authorizations must be obtained prior to services being provided. For emergency
situations, retroactive requests for medical care authorization may be obtained
subject to TPMG approval. The Permanente Medical Group, Inc. reserves the right
to deny or decrease payment for services not preauthorized.

A Utilization Management/Quality Assurance Program assures that all medically
necessary services are provided to Kaiser Foundation Health Plan Members
("Members") in the most appropriate, and cost effective setting. This Program
embraces all services provided to Members through referral review, preadmission
certification review, concurrent inpatient review, and quality assurance.

The components of the Utilization Management/Quality Assurance Program are as
follows:

a.       REFERRAL REVIEW is a screening review of (1) all referrals initiated by
         TPMG Physicians and (2) all requests for additional service
         authorizations by community physicians and providers. It is the
         responsibility of community physicians and providers to obtain prior
         authorizations for all services provided to Members. Prior written
         authorization is required for all non-emergent services.

b.       PREADMISSION CERTIFICATION REVIEW is a detailed evaluation of requests
         for all hospital and facility based services. It is the responsibility
         of community physicians and providers to obtain prior authorization for
         all of these services provided to Members.

c.       CONCURRENT INPATIENT SCREENING is conducted daily in Kaiser Foundation
         Hospitals and through telephone review or on-site visits at the
         non-Kaiser Permanents facilities to review a Member's record status and
         discuss discharge planning needs with members and their families. The
         on-site review will be done by Utilization Review Nurses under the
         direction of TPMG Physicians, focusing on assessing care plans and
         progress towards discharge, identifying secondary referrals for review
         and authorization, and coordinating discharge planning. The Utilization
         Review Nurses will contact the attending physician, TPMG Physician,
         and/or TPMG Utilization Review Chief as is necessary.

d.       QUALITY ASSURANCE is an integral part of the Utilization Management
         Program which evaluates all services provided to Health Plan members in
         all settings. Community physicians and providers agree to fully
         participate in



                                    Page 29
<PAGE>

         recognized, approved and appropriate quality assurance activities and
         to develop review arrangements on a topic by tonic basis. Quality
         Assurance activities may encompass retrospective review of community
         physicians' and providers' patient medical records.

All determinations as to the medical necessity for services and the appropriate
setting for care are made by TPMG Physicians. Community physicians and providers
have the fight to appeal any decisions. The Physician-in-Chief/Charge or
designee, after consulting other TPMG Physicians in the appropriate specialty
area, will evaluate all appeals and make final determination.

                              PERFORMANCE CRITERIA

I.       Access

         A.       First appointment for new patient shall be within 5 working
                  days or less of referral unless otherwise specified by
                  referring TPMG MD or justified by treating radiation
                  oncologist

II.      Communication and Professional Relationship Management

         A.       Radiation oncologist shall provide prompt written consultation
                  to referring TPMG physician to include staging, extent of
                  disease and treatment plan.

         B.       Radiation oncologist shall provide prompt written treatment
                  summary to referring TPMG physician upon completion of course
                  of therapy.

         C.       Radiation oncologists shall regularly attend Cancer
                  conferences/Tumor Boards (at KP facilities where patients are
                  presented) as requested by TPMG physicians who refer to USCC
                  centers.

         D.       Radiation oncologists shall see inpatients at KFH or
                  affiliated hospitals for consultation as requested by TPMG.

         E.       Radiation oncologists shall promptly return telephone calls of
                  referring TPMG physicians.

         F.       Contractor shall formally survey TPMG referring physicians at
                  least annually to assess satisfaction with services.

         G.       Radiation oncologists shall attend national
                  conferences/educational seminars as necessary to assure they
                  remain current with state of the art practice.

III.     Patient Satisfaction

         A.       Contractor shall develop & implement a tool to regularly
                  measure the satisfaction of KFHP patients referred for their
                  services. This shall



                                    Page 30
<PAGE>

                  include but not be limited to patient satisfaction with the
                  physical plant and accessibility; understanding of the risks,
                  benefits and rationale of radiation therapy treatment;
                  physician communication, and helpfulness & courteousness of
                  non-physician staff. The measurement tool shall be circulated
                  to TPMG in advance for review and approval and the results
                  shall be shared with TPMG.

IV.      Quality Assurance Program and Indicators

         A.       Radiation oncologists shall attend weekly chart rounds to
                  include review of consultation, staging, histologic diagnosis,
                  physical examination, treatment plan, patient consent, and
                  appropriateness of prescription dose and volume.

         B.       Physicist shall be approved by the state to perform
                  calibrations of radiation producing equipment. Physicist shall
                  maintain quality control policies and procedures in compliance
                  with state and federal regulation and health code.

         C.       Contractor shall provide quarterly reports of the incidence of
                  unusual toxicity or radiation side effects.

         D.       Contractor shall cooperate with TPMG in collecting and
                  reviewing outcome data at appropriate intervals to include
                  such elements as survival rates; incidence of local
                  recurrence; PSA stability, cystitis and proctitis for prostate
                  patients; skin burns for breast patients; and radiation
                  pneumonitis and esophagitis for lung patients.

V.       Contractor shall develop a document describing the role and
         responsibilities of the Medical Director in regard to these Performance
         Criteria. The role and responsibilities document shall be circulated to
         TPMG in advance for review and approval.

VI.      The parties agree to meet and confer and develop a corrective action
         plan regarding disagreements as to the implementation or perceived
         failure to meet the requirements of these Performance Criteria.
         Ultimately, uncorrected performance may be deemed a material breech of
         the Agreement.




                                    Page 31
<PAGE>



                                    EXHIBIT 3

                     BUDGETS AND CENTER SPECIFIC INFORMATION

                          EXHIBIT 3 A - HAYWARD CENTER

                          EXHIBIT 3B - STOCKTON CENTER














                                    Page 32
<PAGE>


                           EXHIBIT 3A - HAYWARD CENTER

                              EST: EFFECTIVE 8/1/99

Location:    1034 A Street
             Hayward, CA 9454

ANNUAL BUDGET:
(FIRST YEAR)
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
TERMINATION AMOUNT:  $502,512, per Budget Year for Section 4.2 Terminations.
(Based on Facility and Machine Obligations under long-term commitment by USCC.)

HAYWARD BUDGET ASSUMPTIONS BASED ON:

           CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION

RENOVATIONS OF HAYWARD CENTER: Prior to the opening date of the Hayward Center,
as agreed upon in writing pursuant to Section 3. 1 (a), USCC shall make the
following renovations to the Hayward facility located at 1034 A Street, Hayward,
CA 94541: Replacement of flooring in bathrooms, one treatment room and
simulation room; provision of examination tables, small medical examination
equipment and related equipment and supplies in examination rooms; repair of
moisture damage of cabinetry in treatment room; addition of cement shielding in
one treatment room, as necessary for the provision of high dose radiotherapy
(HDR) in the middle treatment room. It being the understanding of the parties
hereto, that HDR is, as of the date hereof, excluded from the definition of
Service. In addition, the following equipment is to be installed:

1.       Furnishings to create a Patient-friendly environment;

2.       One Varian Clinac 18 with I 10MV Photons and full range of Electrons,
         One Siemens 6730 with 6 MV Photons.

3.       One Toshiba LX Simulator

4.       One Nucletron PLATO treatment planning system

5.       Appropriate physics equipment.

6.       Equipment for construction of blocks and positioning devices

7.       Other necessary medical equipment and supplies.

Failure of USCC to complete said renovations by the opening date shall be deemed
a material breach of this Agreement.





                                    Page 33
<PAGE>


                          EXHIBIT 3B - STOCKTON CENTER

                             EST. EFFECTIVE 10/1/99


Location:    4722 Quail Lakes Dr.
             Stockton, CA

ANNUAL BUDGET:
(FIRST YEAR)
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
TERMINATION AMOUNT:  $341,187 per Budget Year for Section 4.2 Termination. Based
on Facility and Machine Obligations under long-term commitment by USCC.)

TPMG MD: The parties agree that it is their intent to consider adding at least
one (1) TPMG physician at the Stockton location. The terms and conditions of any
such arrangement must be agreed upon by the parties and reflected in an
amendment to this Agreement.

STOCKTON BUDGET ASSUMPTIONS BASED ON:

CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION

RENOVATIONS OF STOCKTON CENTER: Prior to the opening date of the StocktonCenter,
as agreed upon in writing pursuant to Section 3.1 (a), USCC shall make the
following renovations to the Stockton facility: One (1) treatment room and
simulation room; provision of examination tables, small medical examination
equipment and related equipment and supplies in examination rooms. In addition,
the following equipment is to be installed:

1.       Furnishings to create a Patient-friendly environment;

2.       One Dual Energy Siemens MD2 with 6 and 15 MV Photons and a range of 6
         through 15 MV electrons

3.       One AECL 750 Simulator

4.       One Nucletron PLATO treatment planning system

5.       Appropriate physics equipment.

6.       Equipment for construction of blocks and positioning devices

7.       Other necessary medical equipment and supplies.

Failure of USCC to complete said renovations by the opening date shall be deemed
a material breach of this Agreement.




                                    Page 34
<PAGE>


            EXHIBIT 4 - BILLING/ENCOUNTER DATA SUBMISSION PROCEDURES

Procedure

1.       Contractor will submit invoices for Services rendered to Members to the
         KP facility indicated on the Authorization, and if not indicated, to
         the KP Facility Referral Coordinator at the referring KP Medical
         Center.

2.       Invoices will be submitted on billing form HCFA 1500, LJB-92 or an
         equivalent uniform billing form, including complete CPT-4 procedure
         code and ICD-9 diagnostic code. Such billing form will also include the
         following:

         a.       Applicable Authorization number;

         b.       Member's Health Plan medical record number;

         c.       A unique invoice number which will be used to identify
                  payments. TPMG will create a unique number if none is
                  provided.

         d.       Contractor's usual and customary billed charges.

         e.       An authorized signature and signature date.

3.       An invoice will cover only one Authorization. If a Member has multiple
         Authorizations, separate invoices for each authorization number must be
         submitted.

4.       If an invoice is lost or subsequently replaced by a copy, that copy
         will be marked "Duplicate Invoice" or "Tracer" in bold type.

5.       Contractor will submit invoices subsequent to a Member beginning a
         course of radiation therapy and KP shall promptly process tile invoices
         for payment at the Estimated Per Patient Rate according to Section 3.2
         of this Agreement. Subsequently, Contractor agrees to provide KP
         encounter data which provides a complete description of the services
         the Member received during the course of treatment. The parties agree
         to work cooperatively in developing a method to operationalize this
         process.

6.       An invoice must be accurate, complete and in the form as set forth in
         this Exhibit 4.



                                    Page 35