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file002.txt

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE







                              SETTLEMENT AGREEMENT





         This Settlement Agreement and Mutual General Release is entered into,

effective as of February 28, 2002 (the "Effective Date"), by and between W.

BRIAN FUERY ("FUERY"), STUNNER CORPORATION, a California corporation

("STUNNER"), U.S. CANCER MANAGEMENT CORPORATION, a Delaware corporation

("USCMC"), (all hereinafter sometimes referred to as "Defendants"), and the

USCMC-USCC Partnership, on the one hand, and U.S. CANCER CARE, INC., a Delaware

corporation ("USCC") and ONCURE TECHNOLOGIES CORP., a Florida corporation

("ONCURE"), (hereinafter sometimes jointly referred to as "Cross-Defendants"),

on the other hand.



         WHEREAS, USCC has filed a Complaint in Alameda County Superior Court,

entitled U.S. Cancer Care, Inc. vs. John J. Fuery, et al., action number

2001-028350 and,



         WHEREAS, Defendants have filed a Cross-Complaint in that same action,

entitled Brian Fuery, et al. vs. U.S. Cancer Care, Inc., et al.,



         WHEREAS, the parties now desire to settle and resolve all disputes that

exist between and among them that are connected to, arise out of or are related

to any of the claims referenced in the said litigation,



         NOW THEREFORE, the parties hereby agree as follows: Contemporaneously

with the execution of this Settlement Agreement and Mutual General Release by

all parties:



1.       A.       FUERY shall deliver to ONCURE 642,833 shares of ONCURE stock

                  that he currently owns in his name, free and clear from any

                  liens, claims, or encumbrances of any nature whatsoever,

                  together with a duly executed Stock Power transferring said

                  shares to ONCURE.



         B.       ONCURE shall pay to FUERY in cash the sum of Thirty-One

                  Thousand One-Hundred Twenty Dollars ($31,120.00).



         C.       There is currently an outstanding invoice from Randall Holt,

                  PhD Physicist, to ONCURE for $32,780.00 (the "Holt Invoice").

                  A copy of the Holt Invoice is attached hereto as Exhibit A.

                  Contemporaneously with the execution of this Settlement

                  Agreement and Mutual General Release by all parties, ONCURE

                  shall pay one-half of the Holt Invoice (Sixteen Thousand Three

                  Hundred Ninety Dollars $16,390.00) directly to Randall Holt,

                  PhD by having a check in that amount delivered to USCMC for

                  delivery to Randall Holt, PhD. USCMC shall pay the remaining

                  half of the Holt Invoice (Sixteen Thousand Three Hundred



                                                                     Page 1 of 9





                  Ninety Dollars $16,390.00) to Randall Holt PhD, within thirty

                  (30) days of the Effective Date of this Settlement Agreement

                  and Mutual General Release.



         D.       USCC shall quitclaim, contribute and deliver to USCMC all the

                  furniture and equipment currently used by and in the

                  possession of USCMC at the offices leased by ONCURE at 700

                  Ygnacio Valley Road, Suite 300, Walnut Creek, California

                  ("ONCURE's Walnut Creek Office"), and any furniture and

                  equipment currently in the Ceres Warehouse, including any and

                  all equipment in the office previously occupied by Doug

                  McBride while he was an ONCURE employee (collectively, the

                  "Walnut Creek Furniture and Equipment") by means of a Bill of

                  Sale in the form attached hereto as Exhibit B.



         E.       Subject to the full performance of the obligations set forth

                  in the succeeding sentence, USCMC may occupy ONCURE's Walnut

                  Creek Office for as long as it, in its sole discretion,

                  determines, but in no event longer than twelve months

                  following the Effective Date of this Settlement Agreement and

                  Mutual General Release. In consideration for the right to

                  occupy ONCURE's Walnut Creek Office, beginning March 1, 2002,

                  USCMC shall pay ONCURE Two Thousand Five Hundred Dollars

                  ($2,500.00) per month in rent within five (5) business days of

                  receiving adequate evidence that ONCURE has paid the rent to

                  the Landlord. ONCURE, in turn, covenants and agrees to pay the

                  full monthly rent owed to the landlord of ONCURE's Walnut

                  Creek Office in a timely manner so as to insure that USCMC may

                  remain in the premises pursuant to the terms of this paragraph

                  1E. In addition, USCMC and ONCURE will use their best efforts

                  to (i) find suitable alternative office space for USCMC in the

                  same building as ONCURE's Walnut Creek Office and (ii) secure

                  from the landlord a termination of ONCURE's lease for ONCURE's

                  Walnut Creek Office.



         F.       Within 15 days of the Effective Date of this Settlement

                  Agreement and Mutual General Release, ONCURE shall deliver to

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