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file003.txt

MEDICAL SERVICES AGREEMENT











                           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.





                  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

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