Exhibit 10.2

                          AMENDMENT AGREEMENT NO. 2 TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDMENT  AGREEMENT (the "Amendment  Agreement") is made and entered
into this 11th day of October,  2004, among RADIATION THERAPY SERVICES,  INC., a
Florida  corporation  (the  "Borrower"),  each  Subsidiary  Guarantor party to a
Subsidiary  Guaranty  pursuant to the terms of the Credit  Agreement (as defined
below),  BANK OF AMERICA,  N.A., as  Administrative  Agent (the  "Administrative
Agent"),  and the Lenders party to the Credit Agreement.  Capitalized terms used
but not  defined  herein  have  the  meanings  ascribed  thereto  in the  Credit
Agreement.

                              W I T N E S S E T H:

      WHEREAS,  the  Borrower,  the  Administrative  Agent and the Lenders  have
entered into that certain Third Amended and Restated  Credit  Agreement dated as
of March 31, 2004,  as amended by that certain  Amendment No. 1 to Third Amended
and Restated  Credit  Agreement  dated as of October 8, 2004 (as the same may be
further  modified,  supplemented,  amended or amended and restated  from time to
time,  the "Credit  Agreement"),  whereby the Lenders have made available to the
Borrower a term loan A facility,  a term loan B facility and a revolving  credit
facility with a letter of credit subfacility and a swing line subfacility; and

      WHEREAS, the Borrower desires amend Section 2.3 of the Credit Agreement to
delete a certain mandatory prepayment; and

      WHEREAS,  the  Administrative  Agent,  the  Lenders and the  Borrower  are
willing to amend the Credit Agreement in the manner described herein and subject
to the terms and conditions set forth herein; and

      NOW, THEREFORE,  the Borrower, the Administrative Agent and the Lenders do
hereby agree as follows:

      1. Credit Agreement. The term "Credit Agreement" as used herein and in the
Credit  Documents  (as  defined in the Credit  Agreement)  shall mean the Credit
Agreement as hereby amended and modified.

      2. Amendment.  Subject to the conditions set forth herein,  Section 2.3(b)
of the Credit Agreement is hereby amended,  effective as of the date hereof,  to
delete subsection (v) in its entirety and replace it with the following:

            (v) Intentionally deleted.

      3.  Conditions.  This Amendment  Agreement shall become effective upon the
Borrower  delivering to the  Administrative  Agent ten (10) counterparts of this
Amendment


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<PAGE>

Agreement duly executed by the Administrative  Agent, the Lenders,  the Borrower
and the Subsidiary Guarantors.

      4.  Entire  Agreement.  This  Amendment  Agreement  sets  forth the entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. None of the terms or conditions of this
Amendment  may be changed,  modified,  waived or canceled  orally or  otherwise,
except as provided in the Credit Agreement.

      5. Full  Force  and  Effect of  Agreement.  Except as hereby  specifically
amended,  modified or  supplemented,  the Credit  Agreement and all of the other
Credit  Documents  are hereby  confirmed  and ratified in all respects and shall
remain in full force and effect according to their respective terms.

      6. Counterparts. This Amendment Agreement may be executed in any number of
counterparts  and all  the  counterparts  taken  together  shall  be  deemed  to
constitute one and the same instrument.

      7.   Documentation.   All  instruments  and  documents   incident  to  the
consummation of the  transactions  contemplated  hereby shall be satisfactory in
form  and  substance  to  the   Administrative   Agent  and  its  counsel;   the
Administrative  Agent shall have received  copies of all additional  agreements,
instruments  and  documents  which  it  may  reasonably  request  in  connection
therewith,  including  copies of  resolutions of the Borrowers  authorizing  the
transactions  contemplated by this Amendment  Agreement,  such  documents,  when
appropriate,   to  be  certified  by  appropriate   corporate  or   governmental
authorities;  and  all  proceedings  of the  Borrower  relating  to the  matters
provided for herein shall be  satisfactory to the  Administrative  Agent and its
counsel.

      8.  Entire  Agreement.  This  Amendment  Agreement  sets  forth the entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise, conditions,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and no  one  of  them  has  relied  on  any  such  promise,  condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment  Agreement  otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed,  modified,  waived or canceled orally or otherwise,  except by writing,
signed by all the parties hereto, specifying such change,  modification,  waiver
or cancellation of such terms or conditions,  or of any proceeding or succeeding
breach thereof.

      9.  Ratification.  Except  as hereby  specifically  amended,  modified  or
supplemented,  the  Agreement  and all of the other  Loan  Documents  are hereby
confirmed and ratified in all respects and shall remain in full force and effect
according to their respective terms.


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<PAGE>

         10. Consent of the Subsidiary Guarantors. Each Subsidiary Guarantor
hereby consent, acknowledges and agrees to the amendments set forth herein and
hereby confirms, reaffirms and ratifies in all respects the Subsidiary Guaranty
to which such Subsidiary Guarantor is a party (including without limitation the
continuation of such Subsidiary Guarantor's payment and performance obligations
thereunder upon and after the effectiveness of this Agreement and the amendments
contemplated hereby) and the enforceability of the Subsidiary Guaranty against
such Subsidiary Guarantor in accordance with its terms.

                         [Signatures on following page]


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<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amendment
Agreement to be duly executed by their duly authorized  officers,  all as of the
day and year first above written.

                                    BORROWER:

                                    RADIATION THERAPY SERVICES, INC.


                                    By: /s/ David M. Koeninger
                                        ---------------------------
                                    Name: David M. Koeninger
                                    Title: Executive Vice President

                                    GUARANTORS:

                                    21ST CENTURY ONCOLOGY, INC.

                                    21ST CENTURY ONCOLOGY OF NEW JERSEY, INC.

                                    21ST CENTURY ONCOLOGY OF KENTUCKY, LLC

                                    21ST CENTURY ONCOLOGY OF ALABAMA, INC.

                                    NEW YORK RADIATION THERAPY

                                    MANAGEMENT SERVICES, INC.

                                    NEVADA RADIATION THERAPY

                                    MANAGEMENT SERVICES, INC.

                                    FINANCIAL SERVICES OF SOUTHWEST

                                    FLORIDA, INC.

                                    RADIATION THERAPY SCHOOL FOR

                                    RADIATION THERAPY TECHNOLOGY, INC.

                                    MARYLAND RADIATION THERAPY

                                    MANAGEMENT SERVICES, INC.

                                    NORTH CAROLINA RADIATION THERAPY

                                    MANAGEMENT SERVICES, INC.

                                    CALIFORNIA RADIATION THERAPY

                                    MANAGEMENT SERVICES, INC.

                                    By: /s/ David M. Koeninger
                                        -----------------------
                                    Name: David M. Koeninger
                                    Title: Vice President


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<PAGE>

                                    BANK OF AMERICA, N.A., as Administrative
                                    Agent

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:

                                    BANK OF AMERICA, N.A., as a Lender

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:

                                    FIFTH THIRD BANK

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:

                                    SUNTRUST BANK

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:

                                    WACHOVIA BANK NATIONAL ASSOCIATION

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:


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<PAGE>

                                    REGIONS BANK

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:

                                    NATIONAL CITY BANK OF KENTUCKY

                                    By: /s/
                                        ----------------------------------------
                                    Name:
                                    Title:


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