<PAGE>

                           MEDICAL SERVICES AGREEMENT

         THIS AGREEMENT, is made and entered into effective as of December 1,
2000, by and among U. S. CANCER CARE, INC., a 'Delaware corporation ("USCC"),
and FLORIDA RADIATION ONCOLOGY GROUP, a Florida general partnership ("FROG").

                                    RECITALS

         A. USCC owns and operates a radiation oncology treatment center in
Jacksonville Beach (the "Center") and is in need of physicians licensed to
practice medicine in the state of Florida and qualified in the field of
radiation oncology to render medical services at the Center.

         B. FROG practices medicine in the field of radiation oncology through
its physician-employees or physician-partners, all of whom are licensed to
practice in the state of Florida.

         C. USCC desires to have FROG provide physicians to service patients at
the Center owned by USCC, and FROG desires to provide such physicians.

                                    AGREEMENT

                                    ARTICLE I
                          DEFINITIONS AND CONSTRUCTION

         1.1 Definitions. For purposes of this Agreement, unless the context
otherwise requires, the following terms shall have the respective meanings set
out below.

                  a. "Affiliate" means any Person directly or indirectly
controlling or controlled by or under common control with another Person;
provided that, for purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control with")
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise.

                  b. "Agent" shall mean any employee (as determined for purposes
of collection of federal income tax at source as required by chapter 24 of
subtitle C, Section 3401, of the Internal Revenue Code of 1986), officer,
director, member or partner of the principal with reference to whom a person is
an Agent.

                  c. "Agreement" shall mean this Medical Services Agreement.

                  d. "Capital Expenditure" shall mean the purchase of any
tangible asset for an amount in excess of CONFIDENTIAL TERMS HAVE BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>

                  e. "Center" shall mean the radiation oncology treatment center
operated by USCC at Jacksonville Beach or such other centers as shall come
within the provisions of this Agreement pursuant to the provisions of Section
11.1;

                  f. "Employed by FROG" shall have the meaning given it in
Section 10.2.

                  g. "FROG" shall mean Florida Radiation Oncology Group and its
partners.

                  h. "Good Cause" shall have the meaning given it in Section
10.4.

                  i. "Historic Practice" shall have the meaning given it in
Section 3.2.

                  j. "Net Income." shall mean gross income derived from the
operation of the Center (except, however, any gross income CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION allocable to a Capital Expenditure CONFIDENTIAL TERMS HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION less
all direct expenses incurred in operating such Center including, but not limited
to, depreciation of all property subject to an allowance CONFIDENTIAL TERMS HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
(for purposes of determining Net Income as hereindefined) CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION services performed pursuant to this Agreement.

                  k. "New Equipment" shall have the meaning given it in Section
9.2.

                  l. "Noncompetition Area" shall mean and include the counties
of CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION and the counties of CONFIDENTIAL TERMS HAVE BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                  m. "Person" shall mean any individual, corporation, limited or
general partnership, joint venture, association, joint stock company, trust,
unincorporated organization, firm or other entity or government or any agency or
political subdivision thereof.

                  n. "Trade Secrets" shall have the meaning given it in Article
XII.



                                       2
<PAGE>

                  o. "USCC" shall mean USCC, and such other entities as USCC
shall form, acquire or merge with for the purpose of acquiring or opening new
Centers subsequently made subject to this Agreement pursuant to Section 11.1.

        1.2 Construction.

                  a. Captions of Articles, Sections and Subsections of this
Agreement are inserted for convenience only and shall not affect the meaning or
construction of the contents of this Agreement.

                  b. Exhibits to this Agreement are integral parts of this
Agreement and are hereby incorporated herein.

                  c. References in this Agreement to Articles, Sections and
Subsections, unless specifically stated otherwise, are to the articles, sections
and subsections of this Agreement.

                  d. "Shall" and "Will" as used in this Agreement refer to
mandatory acts, "may" refers to permissive acts.

                                   ARTICLE II
                          AGREEMENT TO SERVICE CENTERS

                  USCC hereby hires the services of FROG, and FROG agrees to
provide its services to USCC, for the practice of radiation oncology and
associated medical practice on the premises of the Centers, for the
compensation, subject to the terms, and on the conditions hereinafter set forth.
Each of the parties hereto shall act in good faith to accomplish the purposes
intended herein.

                                   ARTICLE III
                              EXCLUSIVE ARRANGEMENT

         3.1 Mutual Exclusivity. Except as otherwise provided in Section 3.2,
FROG, and each of its physician partners for him or herself, hereby agrees to
practice radiation oncology exclusively for USCC at the Center, and not to
employ, or otherwise utilize (except as provided in Section 8.2) any physician
at the Center, unless the physician is an Agent of FROG. USCC agrees that,
except as otherwise provided in Section 8.2, it will only employ FROG to provide
medical services at the Center and that it will not provide any medical services
at the Center through or by means of any Person other than an Agent of FROG.

         3.2 CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION Notwithstanding anything herein to the
contrary, FROG and its Agents may CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION FROG and its Agents
regarding such scheduling of patients and provision of services. For purposes of
this Agreement, CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED



                                       3
<PAGE>
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION shall include the
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION of a patient to schedule such patient CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                                   ARTICLE IV
                                      FEES

         4.1 Fees Payable to FROG. As compensation for FROG's services to be
rendered under this Agreement, USCC shall pay to FROG an amount equal per annum
to the greater of CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION with such amount of compensation shall be
referred to herein as the "Physician Compensation".

         4.2 Computation of Fees. In applying the formula set forth in Section
4.1.b for purposes of computing the fee payable to FROG, the following
conventions shall be applied: CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Physician Compensation
shall be deemed to be an amount equal to CONFIDENTIAL TERMS HAVE BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION and (b) FROG
shall be deemed to CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. Physician Compensation determined
as otherwise provided in the preceding Subsections (a) and (b) shall be
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION Agreement. The average number of CONFIDENTIAL TERMS HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
In the event that it is necessary to determine Physician Compensation for a
period of less than twelve months, the foregoing computations shall be
appropriately prorated.

         4.3 CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. Notwithstanding anything herein to the
contrary, CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION, with the exception of CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION treatments or other services pursuant to CONFIDENTIAL TERMS HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

         4.4 Payment of Fees to FROG. Payment of fees due hereunder shall be
made monthly on or before the twentieth day following the close of the calendar


                                       4
<PAGE>

month for which such fees are due and, for purposes of such monthly payments,
shall be computed on the basis of the formula set forth in Section 4.1.b. As
soon as possible, but in no event more than sixty days following the close of
each of its fiscal years, USCC shall, CONFIDENTIAL TERMS HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION pursuant to the
preceding sentence during such fiscal year (prorated in the event that the term
of this Agreement commenced or ended during, and not with, such fiscal year),
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION for the just concluded fiscal year CONFIDENTIAL TERMS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION (or portion thereof to the extent the term hereof is not coextensive
with a fiscal year).


                                    ARTICLE V
                                     BILLING

                  USCC will bill for all services rendered at the Center and
will be responsible for the performance of all related and support services,
including, but not limited to, insurance billing, collection, credit checks and
maintenance of patient records.


                                   ARTICLE VI
                              CAPITAL EXPENDITURES

         6.1 Prior FROG Approval Required for Certain Expenditures. USCC shall
not during the term of this Agreement make Capital Expenditure without the prior
approval of FROG if financial projections prepared in good faith and consistent
with sound accounting principles indicate that such Capital Expenditure would
have the effect of decreasing Net Income for the fiscal year in which the
Capital Expenditure is made or for any other fiscal year or years. USCC may
present its determination of the need for such Capital Expenditure in additional
Centers which USCC desires to acquire to FROG, and if FROG agrees that such
Capital Expenditure is necessary, then, in the event that USCC acquires the
center and thereafter enters into a medical services agreement with FROG with
respect to such center, FROG may not subsequently object to the Capital
Expenditure provided such capital expenditure satisfy the requirements of the
first sentence of this Section 6.1.

         6.2 Capital Expenditures at FROG's Request or by FROG. If at any time
during the term of this Agreement, FROG should determine in good faith that a
Capital Expenditure is necessary, FROG may request that USCC make such Capital
Expenditure. USCC may, in its sole discretion, make such expenditure, in which
case FROG shall be deemed to have approved of such expenditure for purposes of
Section 6.1 (whether or not financial projections prepared in good faith and
consistent with sound accounting principles indicate that such Capital
Expenditure would have the effect of decreasing Net Income for the fiscal year
in which the Capital Expenditure is made or for any other fiscal year or years).
If USCC should decline to make such Capital


                                       5
<PAGE>

Expenditure, CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION the Capital Expenditure and thereafter (a)
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION Capital Expenditure CONFIDENTIAL TERMS HAVE BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION and USCC shall
have CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION and (b) USCC shall have the right,
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION to the Capital Expenditure CONFIDENTIAL TERMS HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                   ARTICLE VII
                                   ADVERTISING

                  At FROG's request, USCC shall expend such amounts for
advertising and to promote the Center as are consistent with FROG's past
practice. Appended hereto as Exhibit VII is a schedule setting forth FROG's
expenditures for advertising and promotion of the Center for the two fiscal
years concluded prior to the date of this Agreement and for that portion of
FROG's 2000 fiscal year ended on the date of this Agreement, the truthfulness
and accuracy of which schedule FROG hereby warrants. The expenditures set forth
in said shall be conclusively deemed to be FROG's past practice with respect to
advertising and promotional expenditures.


                                  ARTICLE VIII
                           FROG'S SERVICES AND DUTIES

         8.1 Medical Staff. If possible, FROG shall cause its physicians to be
members of the medical staff of each hospital within the service area of each
Center. Without limiting or qualifying the generality of the preceding sentence,
FROG shall have on call or make available, at all times, at least one qualified,
full-time, permanent physician to render medical services for patients at the
Center, FROG shall provide such additional full or part-time physicians as are
reasonably needed to adequately provide USCC's patients with a first-class and
responsive high level of personal care. All of FROG's physicians shall be
appropriately licensed, board-certified or eligible for eventual board
-certification, and fully qualified in the field of radiation oncology.
Furthermore, FROG shall cause each of its physicians to be bound by the terms of
this Agreement. A physician shall be deemed to be "available" as said term is
employed in this Article VIII if a physician is physically present at the Center
or if a physician is on call with respect to the Center in compliance with
regulatory guidelines.

         8.2 Professional Service and Physician Personnel. FROG shall be
responsible for the availability of professional service at the Center during
the normal operating hours of the Center. If a physician is not available to
provide services to the Center, it is USCC's desire that another physician from
FROG rotate to make himself or


                                       6
<PAGE>

herself available to provide physician services at the Center. If another FROG
physician is not available, then a locum tenens acceptable to USCC shall be
hired. If a locum tenens is hired, he or she shall contract with FROG and the
cost of such locum tenens shall be born by FROG. In the event FROG shall fail to
timely arrange for the services of a locum tenens, then USCC may retain such
services and FROG shall reimburse USCC for the fully burdened cost of such locum
tenens.

         8.3 Administration. FROG shall use its best efforts and all due
diligence to assist USCC and the administrative staff in every way possible to
achieve a high level of patient service with efficiency and economy. The
full-time physicians ordinarily must make every reasonable effort to capture
every possible reasonably charge billable by USCC. This includes, without
limitation, reporting and all diagnostic films ordered, read or reviewed
including, without limitation all CT scans for tumor volumes, as well as all
hospital visits, after hours visits, weekend visits and all possible charges
associated with brachy therapy. Each of the parties hereto, FROG and USCC,
acknowledges that it has a fiduciary duty to the other party and to the patients
at the Center; provided, however, that nothing herein shall be construed as
meaning, or shall mean, that USCC or any of its Agents (other than FROG) is
engaged in the practice of medicine or that USCC or any of its Agents (other
than FROG) has a fiduciary duty to any patient of the Center as a physician.

         8.4 Treatment. FROG shall strive to provide the best possibly medical
treatment for patients of the Center.

         8.5 Independence. USCC shall neither have nor exercise any control
direction over the methods by which FROG performs its services, except that FROG
agrees to perform its services in strict conformity with currently approved
methods of practice in its professional specialty, and shall render all such
professional services in a competent, efficient and satisfactory manner.

         8.6 Insurance. FROG shall provide its own professional liability and
malpractice insurance for each physician in minimum amounts per physician of
$1,000,000 per occurrence and $3,000,000 aggregate and shall provide proof of
such coverage to USCC.

         8.7 FROG to Schedule Patients to Center. Except as otherwise provided
herein, FROG shall generally, within all legal guidelines, schedule a patient
for treatment at the Center. Notwithstanding anything herein to the contrary, if
a patient's medical needs would be better served by doing so, FROG may schedule
such patient for treatment at a center other than the Center nearest to the
patient's place of residence or, if no center will satisfy those medical needs,
for treatment at a facility other than the Center or any other center.

         8.8 Cooperative Use of Equipment. FROG physicians must cooperate with
other FROG physicians in order to smoothly allow the sharing of equipment at
between the Center and any other USCC centers for which FROG provides medical
services pursuant to any other Medical Services Agreement, for various
treatments,


                                       7
<PAGE>

including without limitation, treatments for Hyperthermia, Prostate Implants,
Stereotactic Radiosurgery, HDR, CT Treatment Planning, Compensators, Electron
Therapy, Orthovoltage, and brachy therapy. FROG agrees to use its best efforts
to cause its full-time physician partners to rotate a call schedule and to
mutually assist each other. FROG's full-time physicians shall work amicably with
other FROG physicians and where necessary train them, at no cost, on new
procedures, assisting with chart rounds, and shall take any necessary steps to
enroll those physicians as RTOG investigators and in similar studies and
protocols.

         8.9 Shyam B. Paryani as Regional Director. Shyam B. Paryani shall serve
as medical director for USCC's Florida Region. During any period when Shyam B.
Paryani cannot serve as medical director for USCC's Florida Region, FROG will
designate either John Wells or Douglas Johnson as medical director for USCC's
Florida Region.

                                   ARTICLE IX
                 SERVICES AND FACILITIES TO BE PROVIDED BY USCC

         9.1 Space. USCC shall provide FROG the space necessary to allow
patients to be treated at the Center, which shall include without limitation
offices and examination rooms ordinary and customary for like practices. Such
space shall be provided at no cost or expense to FROG.

         9.2 Equipment. USCC shall provide or otherwise make available for
FROG's use all equipment necessary to allow patients to be treated at the
Center. USCC shall, at its own sole cost and expense, maintain and keep all such
equipment in good repair and proper working condition. When USCC determines it
to be necessary or appropriate, USCC may replace equipment with new,
reconditioned or substitute equipment, subject to the provisions of Section 6.1.
Should FROG determine that it is necessary to replace existing equipment with
new, reconditioned or substitute equipment (the "New Equipment"), USCC shall
replace such existing equipment as FROG shall specify in writing; provided that
FROG can establish that the equipment which it wishes USCC to replace was (a)
inoperative and could not be repaired at a cost less than the cost of
replacement or (b) during the twelve-month period preceding the request for
replacement had been unavailable for use because it was malfunctioning or
inoperative for a time or times exceeding by twenty percent or more the time or
times for which it had been similarly unavailable for use during the
twelve-month period commencing twenty-four months prior to the date of FROG's
request for replacement.

         9.3 Utilities. USCC shall at its own sole cost and expense provide all
necessary and ordinary services at the Center, such as, but not limited to,
janitorial service, laundry service, electrical power, heat, light and water.

         9.4 Supplies. USCC shall provide all necessary and ordinary supplies,
such as film and chemicals.



                                       8
<PAGE>

         9.5 Non Physician Personnel. USCC shall provide all non-physician
personnel reasonably and necessarily required for the operation of the Center,
including, without limitation adequate billing staff.


                                    ARTICLE X
                                      TERM

         10.1 Initial Term. Subject to the provisions of Section 10.3, the term
of this Agreement shall commence on the date first above written and shall end
on the tenth anniversary of said date.

         10.2 Renewal Term. Provided that (a) FROG shall not be in breach of any
of the material provisions of this Agreement and (b) (i) all of Shyam B.
Paryani, Douglas Johnson and John Whitfield Wells, Jr., are still Employed by
FROG or (ii) one or more of Shyam B. Paryani, Douglas Johnson and John Whitfield
Wells, Jr., is or are no longer Employed by FROG but have ceased to be Employed
by FROG on one of the grounds specified in Section 10.4; then FROG may, subject
to the provisions of Section 10.3, extend the term of this Agreement for an
additional ten years on the same terms (except for this Section 10.2) and
subject to the same conditions. As used in this Article X, "Employed by FROG"
shall mean (c) a full-time employee of FROG as determined for purposes of
collection of federal income tax at source as required by chapter 24 of subtitle
C, Section 3401, of the Internal Revenue Code of 1986, (d) an equity owner of
FROG performing full-time services for FROG whether or not such relationship
constitutes employment for federal income tax purposes, or (e) a Person who owns
all of the outstanding interests in an entity, including, but not limited to, a
professional association, which entity is an equity owner of FROG provided that
such Person personally performs full-time services for FROG whether or not the
relationship of such Person or the entity controlled by him to FROG constitutes
employment for federal income tax purposes.

         10.3 Reduction of Term. Notwithstanding anything herein to the
contrary, and subject to the provisions of Section 10.4, in the event that Shyam
B. Paryani, Douglas Johnson or John Whitfield Wells, Jr., should cease to be
Employed by FROG, then the term of this Agreement shall be reduced by one-third
(three years and four months). Should any two of Shyam B. Paryani, Douglas
Johnson or John Whitfield Wells, Jr., cease to be Employed by FROG, the term of
this Agreement shall be reduced by two-thirds (six years and eight months). And
should all three of Shyam B. Paryani, Douglas Johnson Whitfield Wells, Jr.,
cease to be Employed by FROG, this Agreement immediately and automatically
terminate effective as of the ninetieth day following the date upon which the
last of Shyam B. Paryani, Douglas Johnson or Whitfield Wells, Jr., to cease to
be Employed by FROG so ceased his Employment by FROG.

         10.4 Permissible Cessation of Employment. Notwithstanding anything
herein to the contrary, (a) the term hereof shall not be reduced, (b) the right
to renew such term as otherwise afforded by Section 10.2 shall not be denied
FROG and (c) the renewal term hereof shall not be reduced if any or all of Shyam
B. Paryani, Douglas Johnson and John Whitfield Wells, Jr., shall cease to be
Employed by FROG for Good Cause as


                                       9
<PAGE>

specified in this Section 10.4 and if, addition, at the close of the ninety-day
period following such cessation of Employment by FROG the total number of
patients receiving radiation therapy the FROG Center or Centers at which the
departing physician(s) practiced shall not be less than the total number of
patients at such Center or Centers during the ninety-day period prior to the
date of such cessation of Employment by such departing physician(s). "Good
Cause" as used herein shall mean, with respect to any of Shyam B. Paryani,
Douglas Johnson or John Whitfield Wells, Jr., his death, his disability, his
attainment of the age of seventy, or such other event or occurrence as USCC
shall in its reasonable discretion determine to be Good Cause. For purposes of
this Section 10.4, "disability" shall refer to the inability of a physician to
perform his ordinary duties as a radiation oncologist.

         10.5 USCC Right to Close Centers. USCC, in its sole discretion, shall
have the right to close the Center and to terminate this Agreement with respect
to the provision of medical services at such closed Center.

                                   ARTICLE XI
                         MEDICAL SERVICES AT NEW CENTERS

         11.1 First Offer to FROG. In the event that USCC shall acquire or open
additional centers in the Noncompetition Area, or reopen any center previously
closed pursuant to Section 10.5, including the Center, during the term of this
Agreement, including any extension of such term, USCC shall offer FROG the
opportunity to extend this Agreement to include the provision of medical
services at such new, additional or reopened centers on the same terms as in
this agreement. USCC shall notify FROG as soon as it begins to engage in
definitive discussions regarding opening an additional center in the
Noncompetition Area. Said notice shall be in writing, shall be dated and signed
by USCC and shall specify the Center or centers to which it relates. For a
period the lesser of (a) sixty days from the date of the notice or (b) the date
upon which USCC acquires the Center or centers which is or are the subject of
the notice, FROG shall have the exclusive right to enter into a medical services
agreement with USCC with respect to the Center or centers specified in the
notice.

         11.2 Retention of Existing Physicians. USCC shall use its best efforts
to persuade physicians previously associated with the newly-acquired Centers to
join FROG, provided, however, that if USCC and FROG do not enter into an
agreement for the provision by FROG of medical services to such newly acquired
Center(s) pursuant to this Article XI within the time period specified in
Section 11.1, USCC shall no longer have an obligation to use its best efforts to
persuade such physicians to become associated with FROG.


                                   ARTICLE XII
                                  TRADE SECRETS

         USCC and FROG acknowledge and agree that USCC has developed or acquired
certain unique or special methods and techniques, special written marketing
plans, software, special patient arrangements, patient lists, referral physician
lists, and


                                       10
<PAGE>

medical records and other proprietary rights and confidential information and
shall during the term of this Agreement continue to develop, compile and acquire
said items (all hereinafter collectively referred to as "Trade Secrets"). It is
expected that FROG will gain knowledge of and utilize Trade Secrets during the
course and scope of this Agreement with FROG and will be in a position of trust
with respect to Trade Secrets.

         It is hereby stipulated and agreed that Trade Secrets shall remain
USCC's sole property. In the event that this Agreement is terminated, for
whatever reason, FROG agrees not to copy, make known, disclose or use, any of
the Trade Secrets without USCC's prior written consent which shall not be
unreasonably withheld. In such event, FROG further agrees not to endeavor or
attempt in any way to interfere with or induce a breach of any prior contractual
or other business relationship that USCC may have with any supplier, referral
physician or other referral sources or other Person for the term of this
Agreement plus one year, nor undertake in any manner to interfere with or induce
any other employee or independent contractor of USCC to cease his or her
association with USCC. FROG agrees upon termination of this Agreement to deliver
to USCC all confidential papers, documents, records, lists and notes (whether
prepared by FROG or others) comprising or containing Trade Secrets. In addition,
on termination of this Agreement, FROG agrees, if requested by USCC, to vacate
any Center within ninety days of such request. FROG recognizes that violation of
covenants and agreements contained in this Article may result in irreparable
injury to USCC which would not be fully compensable by way of money damages.


                                  ARTICLE XIII
                            AGREEMENT NOT TO COMPETE

         13.1 Covenant Not To Compete. Subject to the provisions of Sections
13.2 and 13.3, during the term of this Agreement, including any extension of
such term, neither FROG nor any of its Agents (to the extent that FROG can
control the conduct of such Agent) shall, directly or indirectly, in association
with or as a stockholder, director, officer, consultant, employee, partner,
joint venturer, member of or through any Person or entity compete with USCC in
the offer, sale or marketing of oncology services that are competitive with the
services offered by USCC within the Noncompetition Area. FROG agrees that except
as otherwise agreed in writing by USCC prior to employing any new Agent, such
Agent shall enter into a written agreement with FROG containing the restrictions
set forth herein.

         13.2 CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. Notwithstanding anything herein to the
contrary, FROG and its Agents CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION of FROG and its Agents
respecting such scheduling of patients and provision of services and no such
scheduling of patients or provision of services shall be deemed to, or shall,
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.



                                       11
<PAGE>

         13.3 Closure of Centers. Except as otherwise set forth in this Section
13.3, in the event that USCC should close any Center during the term of this
Agreement, or any extension of such term, FROG and its Agents shall be free to
compete in the region or area previously serviced by such Center and the
covenant not to compete shall be inapplicable to such region or area.
Notwithstanding the foregoing, If USCC shall close any Center and, for the
previous two consecutive calendar quarters, such Center has realized net
operating losses attributable to a decrease in gross revenue, the covenant not
to compete set forth in this Article XIII shall remain in full force and effect
with respect to, and shall continue to operate in, the region or area previously
serviced by such Center and neither FROG nor any of its Agents shall compete
therein for the term herein prescribed.

         13.4 All FROG Physicians to Agree. FROG shall obtain the agreement in
writing of each of its physicians to adhere to the covenants of this
noncompetition agreement. Each such agreement shall specifically name as third
party beneficiaries USCC, St. Johns Oncology Center, Florida Cancer Center
Palatka, Florida Cancer Center - Wells Complex, Florida Cancer Center - Orange
Park, and any other entity hereafter formed, acquired or in any way affiliated
with USCC in the offering of radiation oncology treatment services for which
entity FROG has provided medical services pursuant to this Agreement. FROG and
USCC agree that they shall mutually enforce all such physician non-competition
agreements CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION


                                   ARTICLE XIV
                                 NEW FROG EQUITY

         FROG shall not, without the prior written consent of USCC, which
consent shall not be unreasonably withheld, admit to partnership or, issue
shares to, or otherwise accept or admit any Person as an owner of an equity
interest in FROG. Nothing herein shall be deemed to, or shall, restrict FROG's
authority to employ such Agents as it deems necessary for the performance of its
obligations hereunder provided that any such Agent satisfy the criteria set
forth in Section 13.1.


                                   ARTICLE XV
                                   ARBITRATION

         Any dispute between the parties arising out of this Agreement shall be
submitted to final and binding arbitration in Palm Beach, Florida, under the
Commercial Arbitration Rules of the American Arbitration Association then in
effect, upon written notification and demand of either party therefor. In the
event either party demands such arbitration, the American Arbitration
Association shall be requested to submit a list of prospective arbitrators
consisting of Persons experienced in matters involving general business
contracts. In making the award, the arbitrator shall award recovery of costs and
expenses of the arbitration and reasonable attorneys' fees to the prevailing
party. Any award may be entered as a judgment in any court of competent
jurisdiction. Should judicial proceedings be commenced to enforce or carry out
this provision or any


                                       12
<PAGE>

arbitration award, the prevailing party in such proceedings shall be entitled to
reasonable attorneys' fees and costs in addition to other relief. Either party
shall have the right, prior to receiving an arbitration award, to obtain
preliminary relief from a court of competent jurisdiction to: (a) avoid injury
or prejudice to that party; or (b) to protect the rights of any party. The
parties agree that venue for any judicial proceeding respecting or arising out
this Agreement shall be in Palm Beach County, Florida.


                            MISCELLANEOUS PROVISIONS

         16.1 Good Faith. Each party hereto covenants for it or himself that he
will perform each and all of the covenants herein in good faith with the
objective of implementing the intent of the parties hereto. In the event that
there should be any dispute respecting the good faith performance of a party
hereto, the other party may submit the issue to binding arbitration in
accordance with the provisions of Article XV hereof. The parties explicitly
agree that, for purposes of establishing the intent and understanding of the
parties with respect to the purpose and operation of this Agreement or any
provision hereof, all relevant material may be submitted into evidence in the
arbitration proceedings parole evidence rule shall have no application.

         16.2 Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matters
herein, and supersedes and replaces any prior agreements understandings, whether
oral or written between them with respect to such matters. The provisions of
this Agreement may be waived, altered, amended repealed in whole or in part only
upon the written consent of all the parties to this Agreement.

         16.3 No Implied Waivers. The failure of any party at any time require
performance by the other party of any provision hereof' shall not affect in any
way the right to require such performance at any time thereafter nor shall the
waiver by either party of a breach of any provision hereof be taken or held to
be a waiver of any subsequent breach of the same provision or any other
provision.

         16.4 Independent Contractor. This Agreement does not constitute FROG as
an employee, agent or legal representative of USCC for any purpose whatsoever,
nor does it grant to FROG any right or authority to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the of
USCC. At all times, FROG in fulfilling its obligations and in rendering the
services called for hereunder, shall be acting as an independent contractor with
respect to USCC, and shall pay all taxes associated with its income.

         16.5 Severability. If for any reason any provision of this Agreement
shall be determined to be invalid or inoperative, the validity and effect of the
other provisions hereof shall not be affected thereby, provided that no such
severability shall be effective if it causes a material detriment to any party.



                                       13
<PAGE>

         16.6 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida, applicable to contracts
between Florida residents entered into and to be performed entirely within the
State of Florida.

         16.7 Notices. All notices, requests, demands, instructions or other
communications required or permitted to be given under this Agreement shall be
writing and shall be deemed to have been duly given upon delivery, if delivered
personally, or if given by prepaid telegram, or mailed first-class, postage
prepaid registered or certified mail, return receipt requested, shall be deemed
to have beer given seventy-two hours after such delivery, if addressed to the
other party addresses as set forth on the signature page below. To the extent
that the notice is to be delivered to USCC, a copy of such notice must also be
sent to Bruce D Whitley, Esq., Venture Counsel Associates, LLP, 1999 Harrison
Street, Suite 1300, Oakland, California 94612, and to Nathan D. Goldman, Esq.,
225 Water Street, Suite 2050, Jacksonville, Florida 32202, in the same manner as
if to any party herein. A party hereto may change the address to which such
communications are to be directed by giving written notice to the other parties
hereto of such change in the manner above provided.

         16.8 Partners. FROG shall obtain the signatures of each of its
physician partners. Each shall be jointly and severally bound as if he was FROG
by all of the terms of this Agreement and shall become a party hereto.

         16.9 Amendments. The parties shall act in good faith to modify this
Agreement to comply with all laws now or hereafter enacted

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

U.S. CANCER CARE, INC.
a  Delaware corporation
700 Ygnacio Valley Road
Suite 300
Walnut Creek.  CA 44596

By:  /s/ Jeffrey A. Goffman
    -------------------------------
         Jeffrey A. Goffman
         Chief Executive Officer

FLORIDA CANCER CENTER-BEACHES
a Florida corporation,
1375 Roberts Drive
Suite 100
Jacksonville Beach, FL 32250

By:  /s/ Shyam B. Paryani
    -------------------------------
         Shyam B. Paryani
         President

                                       14
<PAGE>

                                         /s/  Shyam B. Paryani
                                         --------------------------------------
                                         Shyam B. Paryani, individually


                                         /s/  John Whitfield Wells Jr.
                                         --------------------------------------
                                         Douglas Johnson, individually


                                         /s/  John Whitfield Wells Jr.
                                         --------------------------------------
                                         John Whitfield Wells Jr., individually


                                         /s/  Walter P. Scott
                                         --------------------------------------
                                         Walter P. Scott, individually


                                         /s/  Sonja Schoeppe
                                         --------------------------------------
                                         Sonja Schoeppe, individually


                                         /s/  Abhijit Deshmukh
                                         --------------------------------------
                                         Abhijit Deshmukh, individually


                                         /s/  Rashmi Chobe
                                         --------------------------------------
                                         Rashmi Chobe, individually


                                         /s/  Tim Jamieson
                                         --------------------------------------
                                         Tim Jamieson, individually


                                         /s/  Mitchell Terk
                                         --------------------------------------
                                         Mitchell Terk, individually


                                         /s/  Anand Kuruvilla,
                                         --------------------------------------
                                         Anand Kuruvilla, individually



                                       15