RADIATION THERAPY SERVICES INC, S-1, 1998-09-25

RADIATION THERAPY SERVICES INC
S-1, 1998-09-25

Previous: ANSON BANCORP INC, 10KSB, 1998-09-25

Next: NUVEEN TAX FREE UNIT TRUST SERIES 1029, 487, 1998-09-25

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------

RADIATION THERAPY SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
FLORIDA 8011 65-0768951
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

1850 BOY SCOUT DRIVE
SUITE A-101
FORT MYERS, FLORIDA 33907
(941) 931-7275
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

G. DAVID SCHIERING,
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
RADIATION THERAPY SERVICES, INC.
1850 BOY SCOUT DRIVE
SUITE A-101
FORT MYERS, FLORIDA 33907
(941) 931-7275
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<S> <C>
TIMOTHY E. HOBERG, ESQ. DARRELL C. SMITH, ESQ.
TAFT, STETTINIUS & HOLLISTER LLP SHUMAKER, LOOP & KENDRICK, LLP
1800 STAR BANK CENTER SUITE 2800 BARNETT PLAZA
425 WALNUT STREET 101 EAST KENNEDY BOULEVARD
CINCINNATI, OHIO 45202-3957 TAMPA, FLORIDA 33602
(513) 381-2838 (813) 229-7600
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $0.0001 par value................. $41,400,000 $12,213
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
------------------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 1998

PROSPECTUS

[LOGO] RADIATION THERAPY SERVICES, INC.

COMMON STOCK
------------------------

All shares of Common Stock offered hereby (the "Offering") are being
sold by Radiation Therapy Services, Inc. (the "Company"). Prior to this
Offering, there has been no public market for the Common Stock. It is currently
estimated that the initial public offering price will be between $ and
$ per share. See "Underwriting" for information relating to the
determination of the initial public offering price.

The Company has applied to have the Common Stock approved for listing on
the Nasdaq National Market under the symbol "RTSI."

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 10.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share....................... $ $ $
- ------------------------------------------------------------------------------------------------------------
Total(3)........................ $ $ $
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Exchange Act of
1933, as amended. See "Underwriting."

(2) Before deducting expenses, estimated to be $ , payable by the Company.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to additional shares of Common Stock, on the same terms and conditions
as set forth above, to cover over-allotments, if any. If the Underwriters
exercise the over-allotment option in full, the total Price to Public will
be $ , the total Underwriting Discount will be $ and the total
Proceeds to Company will be $ . See "Underwriting."
------------------------

The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the certificates representing shares of Common Stock will be made on
or about , 1998 through the Depository Trust Company or at the
offices of Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin.

ROBERT W. BAIRD & CO. WHEAT FIRST UNION
INCORPORATED

THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE> 3

[PICTURE OF RADIATION THERAPY EQUIPMENT]

-------------------------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SYNDICATE SHORT-COVERING TRANSACTIONS IN THE
COMMON STOCK, AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
-------------------------------------------

An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective investors should carefully consider the risk factors and other
information contained in this Prospectus before purchasing the Common Stock
offered hereby. This Prospectus contains forward-looking statements within the
meaning of the federal securities laws. Discussions containing such
forward-looking statements may be found in the material set forth under "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as in the Prospectus generally.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties. Actual
events or results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including, without
limitation, dependence on reimbursement by third party payors, multiple risks
associated with acquisitions and development strategy, need for additional
financing, ability to manage growth, reliance on certain personnel,
uncertainties related to the demand for the services provided by the Company,
competition, extensive state and federal government regulation of the healthcare
industry, potential litigation, effective control by principal shareholders,
variations in quarterly operating results, volatility of the stock price and
other factors including those set forth under "Risk Factors."
2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the Consolidated
Financial Statements and the Unaudited Supplemental Combined and Consolidated
Financial Statements of the Company, including the notes thereto, appearing
elsewhere in this Prospectus including the information under "Risk Factors."
Unless otherwise indicated, the information included in this Prospectus assumes
no exercise of the Underwriters' over-allotment option and has been adjusted to
reflect a -for-1 stock split to occur immediately prior to the consummation
of the Offering.

References in this Prospectus to "RTS" or the "Company" refer to Radiation
Therapy Services, Inc. and its subsidiaries on a consolidated basis, giving
effect to the completion of a recapitalization and exchange transaction
completed effective August 1, 1997 (the "Exchange Transaction"), and, for
periods prior to the Exchange Transaction, refer to the Company's predecessors
on a combined basis. References to the "Company's centers" or "centers operated
by the Company" include (i) 13 centers owned by the Company in Florida where
management and radiation therapy services are provided by employees of the
Company, (ii) two centers in New York and two centers in Nevada which are owned
and managed by the Company where radiation therapy services are provided by
employees of professional corporations owned by certain shareholders of the
Company, (iii) two hospital-based centers in Florida where the Company's
employees provide management or radiation therapy services, and (iv) two
hospital-based centers in New York which are owned by a joint venture in which
the Company has an interest and which are managed by the Company and where
radiation therapy services are provided by employees of a professional
corporation owned by certain shareholders of the Company. References to the
"Company's radiation oncologists" include those employed by the Company and
those employed by the professional corporations, and references to the
"Company's patients" include all patients who receive treatment at the Company's
centers. See "The Company" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

THE COMPANY

Radiation Therapy Services, Inc. is a leading developer and operator of
radiation therapy centers. These centers, which are freestanding and
hospital-based, provide a full spectrum of radiation therapy services to cancer
patients, including conventional external beam radiation treatments and advanced
services such as prostate seed implants and 3-D conformal treatment planning. In
its 15 years of operation, the Company has developed an operating model which
enables the Company's centers to deliver high quality, cost-effective patient
care. Currently, the Company operates 21 centers clustered into regional
networks in Florida, New York and Nevada. Ten centers were internally developed,
seven were acquired and four are hospital-based.

INDUSTRY

The Company estimates that the market for radiation therapy is between $4
and $5 billion annually, which represents a significant portion of the $37
billion spent on direct medical costs to treat cancer. Radiation therapy
treatments are performed on approximately 50% of all cancer patients, both to
cure cancer and as a palliative treatment. Radiation therapy is used as a
stand-alone cancer treatment and in conjunction with other treatments.

The radiation therapy market is highly fragmented. The Company believes
that no single competitor currently operates more than three percent of the
approximately 2,000 domestic treatment centers. The Company also believes that
the radiation therapy market offers a consolidation opportunity because (i)
efficiencies are available through economies of scale and use of standardized
operating procedures, (ii) radiation oncologists seek to affiliate with larger
companies to obtain access to capital and financial liquidity, to gain access to
equipment and expertise in order to provide advanced treatment services and to
facilitate contracting with managed care providers and (iii) managed care
companies desire to contract with fewer providers.

According to the American Cancer Society, the estimated number of cancer
cases diagnosed annually in the United States (excluding certain skin cancers)
increased from approximately 771,000 in 1979 to an estimated 1.2 million in
1998. This increase is attributable to several factors, including a growing and
aging population, exposure to carcinogens and earlier detection of cancers. The
probability of developing cancer increases

3
<PAGE> 5

significantly with age, and according to the National Cancer Institute, people
over age 65 are ten times more likely to develop cancer than those under 65. The
growth rate of the over-65 age group is nearly triple that of the under-65 age
group.

BUSINESS

The Company's centers focus exclusively on providing radiation therapy. The
Company believes its centers are differentiated from competitors by their high
standard of quality patient care and service, their ability to provide a full
spectrum of advanced treatments and their efficient operations. Additionally,
the Company's senior radiation oncologists are nationally recognized for
excellence and leadership in the field of radiation oncology. For example, one
of the Company's radiation oncologists is the current President of the American
College of Radiation Oncology. These attributes have enabled the Company to
increase its referrals from physicians, to continue to recruit highly regarded
radiation oncologists and to secure contractual arrangements with managed care
providers, all of which have allowed further expansion of the Company's regional
networks of radiation therapy centers. External beam treatments performed at the
Company's radiation therapy centers have increased from approximately 290
average daily treatments in 1993 to 560 treatments in 1997, a compound annual
growth rate of 17.9%.

The Company has developed an operating model based on standardized
operating procedures and its radiation oncologists have developed proprietary
clinical pathways that enable its centers to deliver cost-effective, high
quality patient care. This standardized operating model, which includes manuals,
policies and documented procedures, ensures uniformity and efficiency of
operations among the centers. The Company's cancer registry of over 10,000
treated patients, one of the largest domestic cancer patient databases, and its
ability to conduct real-time peer review over a proprietary wide area network
are key components of the development of clinical pathways by the Company's
radiation oncologists. The Company believes its systems have been proven over
time and enable it to operate efficiently its existing centers, develop
successfully its new centers and integrate acquisitions. The success of the
Company's operating model is evidenced by its pro forma operating income margin
of 17.3% in fiscal 1997.

GROWTH STRATEGY

The Company's strategic objective is to expand its existing regional
networks and develop new regional networks of freestanding and hospital-based
radiation therapy centers. The Company continues to increase the penetration in
its existing regional networks by (i) growing patient volume through increased
referrals and new managed care contracts, (ii) adding advanced radiation therapy
services, (iii) internally developing new centers, (iv) acquiring established
centers, and (v) forming joint ventures or other arrangements with hospitals.
The Company also intends to continue to grow by building new regional networks
in attractive markets. As target markets are identified, the Company enters
those markets through multiple methods, including internal center development,
acquisition of established centers and the formation of hospital alliances.

In 1998, the Company expanded its operations to 21 centers by augmenting an
existing Florida network with an internally developed center and acquiring a
center in an existing New York network. In addition, the Company established its
second New York regional network through a joint venture with a hospital to
operate two radiation therapy centers. The Company has also identified an
attractive market for a new regional network in Maryland and has entered into a
definitive Asset Purchase Agreement pursuant to which it expects to consummate
the acquisition of a center in this market during the fourth quarter of 1998.
The success of the Company's growth strategy is evidenced by its increase in net
service revenues from $17.8 million in fiscal 1993 to $33.6 million in fiscal
1997, representing a 17.2% compound annual growth rate. In 1997 and the first
six months of 1998, net service revenues increased by 20.1% and 27.9%,
respectively, as compared to 1996 and the first six months of 1997.

4
<PAGE> 6

THE OFFERING

Common Stock offered by the
Company........................... shares

Common Stock to be outstanding after
the Offering...................... shares (1)

Use of Proceeds..................... To repay certain indebtedness of the
Company and to finance certain
distributions to existing shareholders
in connection with the termination of
the Company's S Corporation status. See
"Use of Proceeds" and "Certain
Relationships and Related Party
Transactions."

Proposed Nasdaq National Market
symbol.............................. RTSI
- ---------------

(1) Excludes 558,076 shares issuable upon exercise of outstanding stock options
and shares issuable upon exercise of stock options to be
granted at the time of the Offering to certain employees of the Company,
radiation oncologists and consultants under the Company's 1997 Stock Option
Plan. See "Management -- Stock Options." Also excludes $700,000 of Common
Stock ( shares at an assumed initial offering price of
$ per share) which will be issued pursuant to an agreement relating to
the centers located in Utica, New York. See "Certain Relationships and
Related Party Transactions -- Transactions."

5
<PAGE> 7

SUMMARY FINANCIAL DATA

The Company's principal predecessor was formed in the early 1980s to own
and operate a radiation therapy center in Fort Myers, Florida. As this company
prospered, its physician-owners began to buy and build additional radiation
therapy centers, generally using additional corporations and partnerships to
operate each center and own the related real estate. By late 1996, there were a
total of 39 such companies under common management (the "Predecessor
Companies"). As a result of the Exchange Transaction, on August 1, 1997, these
companies became wholly-owned subsidiaries of the Company. For accounting
purposes, 21 of the Predecessor Companies, which were substantially identically
owned, were combined in a recapitalization and treated as the acquiror of the 18
remaining companies. As a result, the net assets of the 21 were carried forward
at a historical basis, while the net assets of the remaining 18 were recorded at
fair market value using the purchase method of accounting. Set forth below are
Summary Consolidated Financial Data which give effect to the Exchange
Transaction. Also set forth are Summary Supplemental Financial Data which
include the combined results of the 39 companies taken as a whole up to the date
of the Exchange Transaction and of the Company on a consolidated basis
thereafter. The Summary Supplemental Financial Data is presented since the
Company believes that this presentation results in the most meaningful
comparison of the years presented, and that it provides a useful historical
perspective on the development of the Company's business by its common managers.

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------------------------- -------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1993 1994 1995 1996 1997 1997(1)(2) 1997 1998 1998(2)
------- ------- ------- ------- ------- ----------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues..... $14,134 $17,537 $20,966 $22,166 $29,349 $33,626 $12,454 $21,078 $21,078
Direct costs of therapy
services............... 7,350 9,445 11,078 10,937 13,787 16,706 5,727 10,178 10,178
------- ------- ------- ------- ------- ------- ------- ------- -------
Treatment center
contribution........... 6,784 8,092 9,888 11,229 15,562 16,920 6,727 10,900 10,900
General and
administrative......... 4,621 5,874 6,329 7,634 10,412 11,116 4,019 6,825 6,825
------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income......... 2,163 2,218 3,559 3,595 5,150 5,804 2,708 4,075 4,075
Interest expense......... 161 866 1,100 1,114 1,775 -- 631 1,397 --
Other income............. 13 39 105 123 130 159 48 152 152
------- ------- ------- ------- ------- ------- ------- ------- -------
Net income............... 2,015 1,391 2,564 2,604 3,505 5,963 2,125 2,830 4,227
Pro forma provision for
income taxes (3)....... 766 529 974 990 1,367 2,326 808 1,104 1,649
------- ------- ------- ------- ------- ------- ------- ------- -------
Pro forma net income..... $ 1,249 $ 862 $ 1,590 $ 1,614 $ 2,138 $ 3,637 $ 1,317 $ 1,726 $ 2,578
======= ======= ======= ======= ======= ======= ======= ======= =======
Pro forma basic net
income per common share
(4)....................
Pro forma diluted net
income per common share
(4)....................
Weighted average common
shares outstanding
(4)....................
SELECTED OPERATING DATA:
Number of average daily
external beam
treatments............. 211 286 342 380 560 443 659 659
Treatment centers at
period end............. 6 8 9 10 17 11 21 21
EBITDA (000s) (5)........ $ 3,264 $ 4,481 $ 6,161 $ 5,887 $ 9,229 $ 3,772 $ 6,451 $ 6,451
</TABLE>

<TABLE>
<CAPTION>
AS OF
JUNE 30, 1998
---------------------------------------
PRO FORMA AS
ACTUAL PRO FORMA(6) ADJUSTED(6)(7)
------- ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)................................. $(6,301) $(8,801)
Property and equipment, net............................... 33,393 33,393
Total assets.............................................. 59,238 59,238
Total debt................................................ 36,142 36,142
Total shareholders' equity................................ 18,231 15,501
</TABLE>

6
<PAGE> 8

(1) Represents the consolidated results of the Company for the year ended
December 31, 1997, assuming the Exchange Transaction had occurred on January
1, 1997, and reflects the change in basis for the Predecessor Companies
deemed to be acquired and the corresponding depreciation and amortization
expense for the year ended December 31, 1997. See Note 8 of the Notes to
Consolidated Financial Statements.

(2) Represents elimination of interest expense related to the repayment of
certain indebtedness from the net proceeds of the Offering as if repayment
had occurred at the beginning of the respective periods.

(3) Reflects combined federal and state income tax rates on a pro forma basis,
as if the Company had been taxed as a C Corporation, at 38%. See the
Consolidated Statements of Operations and Notes 2 and 16 of the Notes to
Consolidated Financial Statements.

(4) Reflects the pro forma earnings per share assuming an increase in the
weighted average number of outstanding shares to the extent necessary to
repay existing indebtedness and to pay distributions aggregating
approximately $2.5 million to existing shareholders in connection with the
termination of the Company's S Corporation status (the "S Corporation
Distribution"). See "Selected Financial Data" and Notes 2 and 16 of the
Notes to Consolidated Financial Statements.

(5) Represents earnings before interest expense, pro forma income taxes, and
depreciation and amortization expense.

(6) After giving effect to the S Corporation Distribution and to the recognition
of a net deferred tax liability of $230,000 resulting from the termination
of the Company's S Corporation status. See "Use of Proceeds," "Selected
Financial Data" and Notes 2 and 16 of the Notes to Consolidated Financial
Statements.

(7) After giving effect to the Offering (assuming an initial public offering
price of $ per share) and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."

7
<PAGE> 9

SUMMARY SUPPLEMENTAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------------------------------------- ---------------
COMBINED(1) PRO FORMA
------------------------------------- PRO FORMA AS ADJUSTED COMBINED
1993 1994 1995 1996 1997(2) 1997(2)(3) 1997(1)
------- ------- ------- ------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service
revenues.......... $17,816 $21,435 $25,436 $27,990 $33,626 $33,626 $16,481
Direct costs of
therapy
services.......... 9,564 11,247 12,321 13,540 16,706 16,706 7,547
------- ------- ------- ------- ------- ------- -------
Treatment center
contribution...... 8,252 10,188 13,115 14,450 16,920 16,920 8,934
General and
administrative.... 5,562 7,018 8,446 9,431 11,116 11,116 5,058
------- ------- ------- ------- ------- ------- -------
Operating income.... 2,690 3,170 4,669 5,019 5,804 5,804 3,876
Interest expense.... 540 1,218 1,461 1,563 2,065 -- 870
Other income........ 34 33 213 125 159 159 49
------- ------- ------- ------- ------- ------- -------
Net income.......... 2,184 1,985 3,421 3,581 3,898 5,963 3,055
Pro forma provision
for income taxes
(4)............... 830 754 1,300 1,361 1,563 2,326 1,161
------- ------- ------- ------- ------- ------- -------
Pro forma net
income............ $ 1,354 $ 1,231 $ 2,121 $ 2,220 $ 2,335 $ 3,637 $ 1,894
======= ======= ======= ======= ======= ======= =======
Pro forma basic net
income per common
share (5).........
Pro forma diluted
net income per
common share
(5)...............
Weighted average
common shares
outstanding (5)...
SELECTED OPERATING
DATA:
Number of average
daily external
beam treatments... 290 356 380 480 560 581
Treatment centers at
period end........ 9 11 12 14 17 15
EBITDA (000s) (6)... $ 4,564 $ 6,106 $ 7,929 $ 7,871 $ 9,229 $ 5,191

<CAPTION>
SIX MONTHS
ENDED JUNE 30,
--------------------------
PRO FORMA
CONSOLIDATED AS ADJUSTED
1998 1998(3)
------------ -----------
<S> <C> <C>
STATEMENT OF OPERATION
Net service
revenues.......... $21,078 $21,078
Direct costs of
therapy
services.......... 10,178 10,178
------- -------
Treatment center
contribution...... 10,900 10,900
General and
administrative.... 6,825 6,825
------- -------
Operating income.... 4,075 4,075
Interest expense.... 1,397 --
Other income........ 152 152
------- -------
Net income.......... 2,830 4,227
Pro forma provision
for income taxes
(4)............... 1,104 1,649
------- -------
Pro forma net
income............ $ 1,726 $ 2,578
======= =======
Pro forma basic net
income per common
share (5).........
Pro forma diluted
net income per
common share
(5)...............
Weighted average
common shares
outstanding (5)...
SELECTED OPERATING
DATA:
Number of average
daily external
beam treatments... 659 659
Treatment centers at
period end........ 21 21
EBITDA (000s) (6)... $ 6,451 $ 6,451
</TABLE>

<TABLE>
<CAPTION>
AS OF
JUNE 30, 1998
---------------------------------------
PRO FORMA AS
ACTUAL PRO FORMA(7) ADJUSTED(7)(8)
------- ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)................................. $(6,301) $(8,801)
Property and equipment, net............................... 33,393 33,393
Total assets.............................................. 59,238 59,238
Total debt................................................ 36,142 36,142
Total shareholders' equity................................ 18,231 15,501
</TABLE>

8
<PAGE> 10

(1) Prior to August 1, 1997, the Company's business was operated through the
Predecessor Companies. On August 1, 1997, the Company issued 8,000,000
shares of Common Stock to the original shareholders and partners of the
Predecessor Companies in the Exchange Transaction, and the Predecessor
Companies became wholly-owned subsidiaries of the Company. For accounting
purposes, the Predecessor Companies that were substantially identically
owned were combined in a recapitalization and treated as the acquiror of the
remaining entities. As a result, the net assets of the Predecessor Companies
that were substantially identically owned were carried forward at historical
basis while the net assets of the remaining entities were recorded at fair
market value using the purchase method of accounting. The combined results
of the Predecessor Companies are presented for the years ended December 31,
1993, 1994, 1995 and 1996 and the six months ended June 30, 1997.

(2) Represents the combined results of the Predecessor Companies for the seven
months ended July 31, 1997 and the consolidated results of the Company for
the five months ended December 31, 1997, which reflect the change in basis
for the Predecessor Companies deemed to be acquired and the corresponding
depreciation and amortization expense assuming the Exchange Transaction had
occurred on January 1, 1997.

(3) Represents elimination of interest expense related to the repayment of
certain indebtedness from the net proceeds of the Offering as if repayment
had occurred at the beginning of the respective periods.

(4) Reflects combined federal and state income tax rates on a pro forma basis,
as if the Company had been taxed as a C Corporation, at 38%. See the
Unaudited Supplemental Combined and Consolidated Statements of Operations
and Notes 2 and 16 of the Notes to Unaudited Supplemental Combined and
Consolidated Financial Statements.

(5) Reflects the pro forma earnings per share assuming an increase in the
weighted average number of outstanding shares to the extent necessary to
repay existing indebtedness and to pay the S Corporation Distribution. See
"Selected Financial Data" and Notes 2 and 16 of Notes to the Unaudited
Supplemental Combined and Consolidated Financial Statements.

(6) Represents earnings before interest expense, pro forma income taxes, and
depreciation and amortization expense.

(7) After giving effect to the S Corporation Distribution and to the recognition
of a net deferred tax liability of $230,000 resulting from the termination
of the Company's S Corporation status. See "Use of Proceeds," "Selected
Financial Data" and Notes 2 and 16 of the Notes to Unaudited Supplemental
Combined and Consolidated Financial Statements.

(8) After giving effect to the Offering (assuming an initial public offering
price of $ per share) and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."

9
<PAGE> 11

RISK FACTORS

An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective investors should carefully consider the following risk
factors, in addition to the other information contained in this Prospectus,
before purchasing the Common Stock offered hereby.

DEPENDENCE UPON MEDICARE AND OTHER THIRD PARTY PAYORS; REIMBURSEMENT RISKS

For the year ended December 31, 1997 and the six-month period ended June
30, 1998, the percentage of the Company's net service revenues derived from
government sources (Medicare and Medicaid), commercial sources (private health
insurance and other benefit programs) and private pay were 45.2%, 52.2% and
2.6%, and 46.8%, 50.8% and 2.4%, respectively. The Company's net service
revenues and profitability are affected by the continuing efforts of all third
party payors to contain or reduce the costs of healthcare by lowering
reimbursement rates, narrowing the scope of covered services, increasing case
management review of services and negotiating reduced contract pricing. The
Company believes that per-patient revenue from radiation therapy services may
decline due to such actions by third party payors. While Medicare and Medicaid
reimbursement rates fluctuate, these rates have remained relatively constant
over the past several years. In 1998, the Company's reimbursement rates
increased by approximately 8%. However, recent proposed changes in Medicare
rates could reduce payment for radiation therapy services. The current proposal
will reduce Medicare reimbursement rates by approximately 4% annually over the
next five years beginning on January 1, 1999, unless prevented by Congressional
action. Typically, Medicare represents 95% of the Company's government source
revenues. In addition to Medicare, this proposed change would reduce
reimbursement from commercial payors whose reimbursement is based on Medicare
rates. The Company estimates that approximately 60% of its total reimbursements
would be affected. Third party payors may deny reimbursement for certain medical
services provided by the Company if they determine that a treatment was not
performed in accordance with treatment protocols established by such payors or
for other reasons. Any material changes in reimbursement levels under Medicare,
Medicaid or commercial programs and any changes in applicable government
regulations could have a material adverse effect on the Company's financial
condition, results of operation and cash flow. Changes in the mix of the
Company's patients among governmental, commercial and private pay categories and
among different types of payors may also affect the Company's net service
revenues and profitability. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Payor Mix" and
"Business -- Reimbursement and Cost Containment."

As an increasing percentage of patients become members of managed care
organizations, the Company believes that its success will be dependent, in part,
on its ability to negotiate contracts with health maintenance organizations
("HMOs"), employer groups and other private third party payors, pursuant to
which its services will be provided on a risk-sharing or capitated basis. Under
a capitated agreement, the Company agrees to accept a predetermined amount per
member per month in exchange for undertaking to provide defined covered
radiation oncology services to enrollees. Such contracts could pass much of the
economic risk of providing care from the payor to the provider. Currently,
capitated contracts represent less than 5% of the Company's net service
revenues. To the extent that patients or enrollees covered by such contracts
require more frequent or extensive care than the Company anticipates, additional
costs would be incurred, resulting in a material reduction in the Company's
operating margins.

RISKS ASSOCIATED WITH ACQUISITION AND DEVELOPMENT STRATEGY

A major element of the Company's growth strategy is to continue to pursue
acquisitions, construct facilities or form hospital alliances in new or existing
markets. The Company may not be able to identify and acquire acceptable
acquisition candidates on favorable terms and in a timely manner to the extent
necessary to fulfill its expansion plans. Acquisitions may involve a number of
special risks, including adverse short-term effects on the Company's operating
results (such as potential earnings dilution), increased debt, diversion of
management's attention to the assimilation of the operations and personnel of
the acquired entities, inability to integrate successfully the acquired business
into the Company's core business, dependence on retention, hiring and training
of key personnel, risks associated with unanticipated legal liabilities,
exposure to varying regulatory requirements and other unanticipated problems,
any or all of which could have a material adverse effect on the Company's
business, operating results and financial condition. Newly constructed centers
typically incur initial operating
10
<PAGE> 12

losses and the time frame within which such centers become profitable, if at
all, may vary. In addition, the development of new centers requires substantial
management attention and investment in working capital, property and equipment,
which may adversely affect the Company's business, operating results and
financial condition. To the extent acquisitions are consummated or new centers
are constructed, they ultimately may not be beneficial to the Company's
operations or may not contribute to its growth. As the Company consummates
acquisitions under purchase accounting, it will incur certain non-cash charges
related to the amortization of intangible assets and goodwill. The Company
expects to amortize intangible assets and goodwill over an average life of 25
years. In certain circumstances, all or a certain portion of the carrying amount
of the intangible assets and goodwill may no longer be recoverable, in which
event an additional charge to earnings would become necessary. As the Company's
acquisitions increase, the Company's related intangible assets will
correspondingly increase and any subsequent circumstance requiring the write-off
of a substantial amount of unamortized intangible assets could have a material
adverse effect.

Additionally, approximately 23 states require that the Company have or
obtain a certificate of need ("CON") in the state before the Company can operate
healthcare facilities there. Management believes that none of the three states
in which the Company currently is operating requires a CON for a radiation
therapy center. However, there can be no assurance, due to ambiguities in state
laws, that a governmental regulatory body could not determine otherwise and
require CONs of certain centers. If a CON were to be required at a facility
which does not have one, and a CON could not be obtained, the center could be
forced to close, which would have a material adverse effect on the Company.
Also, in certain of the states that have CON requirements, it is unlikely that a
CON could be obtained through the application process, either because the total
number of CONs allotted by the state already have been issued or because it is
probable that the state would determine that additional facilities are not
necessary. If the Company is unable to secure a CON through the application
process, or by purchasing a CON from an existing holder or acquiring an entity
that has a CON, it would be precluded from expanding into that state. The need
either to purchase a CON or to acquire an entity with a preexisting CON also
could increase substantially the cost to the Company to operate in or enter a
region.

Historically, the Company has operated within the state of Florida under an
operating model which involves direct employment of radiation oncologists. The
Company has expanded to Nevada and New York and anticipates that future growth
will occur largely in states other than Florida. The Company's operations and
form of relationship with radiation oncologists will have to be structured
differently in states outside of Florida to comply with regulatory requirements,
which could have an adverse effect on the Company. In Nevada and New York,
existing state regulations have required the Company to modify its Florida form
of operations with respect to its employment relationship with radiation
oncologists and to enter into administrative services agreements with
professional corporations that employ the radiation oncologists. As the Company
continues to expand outside of Florida, the costs and risks associated with
operating under different structures will correspondingly increase and could
have a material adverse effect on the Company. In addition, the greater
distances between networks and centers may lead to operating difficulties and
the patient population demographics in other states may not be as favorable as
Florida's. Furthermore, the Company's financial arrangements with the radiation
oncologists in other states may differ unfavorably from its Florida
arrangements. For example, in Florida, the Company generally may grant stock
options as a component of compensation for employee-physicians without incurring
compensation expense. In other states, the Company's use of stock options as a
benefit to radiation oncologists could be adversely affected by the negative
impact that the accounting treatment for such stock option grants to non-
employees would have on the Company's earnings. Finally, the Company has limited
experience operating radiation oncology centers outside of Florida and has
limited experience in operating pursuant to administrative services agreements.
For these reasons, it is possible that the operating results attained by the
Company in Florida may not be achieved in other states.

AVAILABILITY OF FINANCING; POTENTIAL DILUTION TO SHAREHOLDERS

The Company's growth strategy will require substantial capital, and the
Company anticipates that it may, in the future, seek to raise additional funds
through debt financing or the issuance of equity securities. Capital is also
necessary for the integration of operations and the addition of equipment and
technology. There can be no assurance that sufficient funds will be available on
terms acceptable to the Company or at all. In addition, the

11
<PAGE> 13

Company may issue equity or convertible securities as consideration for
acquisitions. If additional equity or convertible securities are issued,
dilution to the Company's shareholders may result, and if additional funds are
raised through the incurrence of debt, the Company may become subject to
restrictions on its operations and finances. Any limitation on the Company's
ability to obtain additional financing could have a material adverse effect on
the Company's business, operating results and financial condition.

ABILITY TO MANAGE GROWTH

As the Company's business develops and expands, the Company will need to
implement enhanced operational and financial systems and will require additional
employees, management and operational and financial resources. The Company may
not be able successfully to implement and maintain such operational and
financial systems or successfully to obtain, integrate or utilize the employees,
management and operational and financial resources required to manage a
developing and expanding business. Failure to implement such systems
successfully, adequately staff acquired businesses with competent employees and
management, and use such resources effectively could have a material adverse
effect on the Company's business, operating results and financial condition.

The success of the Company's growth strategy is dependent in part on its
ability to manage and control the costs and operations of its centers. The
Company may not be able to integrate additional centers into the Company's
operations or effectively manage or control the costs of such centers.

DEPENDENCE ON RADIATION ONCOLOGISTS AND OTHER QUALIFIED HEALTHCARE PROFESSIONALS

The success of the Company is dependent upon its continuing ability to
recruit, train and retain, or affiliate with, radiation oncologists, physicists
and other qualified healthcare professionals in new and existing markets. The
Company faces competition for such personnel from other healthcare providers,
research and academic institutions, government entities and other organizations.
The availability of such personnel is limited. The Company may not be successful
in hiring or affiliating with and retaining its relationships with sufficient
numbers of qualified healthcare professionals, or may experience delays from the
need to train new personnel, which could have a material adverse effect on the
Company's future growth and operations.

In particular, for the foreseeable future, the Company's success is likely
to depend upon the continued efforts of certain of its senior radiation
oncologists, including Drs. Katin, Dosoretz, Blitzer, Garton and Rubenstein. A
decision by any of these individuals to leave the Company's employ, to reduce
his or her involvement on the Company's behalf or to compete with the Company
could have a material adverse effect on the Company's business, operating
results and financial condition.

DEPENDENCE ON KEY PERSONNEL

The Company's operations are dependent on the continued efforts of its
executive officers and senior management, particularly its President and Chief
Executive Officer, Daniel E. Dosoretz, M.D. The Company's continued growth will
depend, in part, on its ability to attract and retain such high quality
personnel. If the executive officers, senior managers or other key personnel of
the Company become unable or decide not to continue in their present positions,
and the Company is unable to attract and retain replacements, the Company's
business, operating results and financial condition could be adversely affected.
See "Management."

ENFORCEABILITY OF NON-COMPETITION COVENANTS

The Company's radiation oncologists are employed under employment
agreements which, among other provisions, provide that the radiation oncologists
will not compete with the Company (or the professional corporations contracting
with the Company) for a period of time after employment terminates. Such
covenants not to compete are enforced to varying degrees from state to state. In
most states, a covenant not to compete will be enforced only to the extent that
it is necessary to protect the legitimate business interest of the party seeking
enforcement, that it does not unreasonably restrain the party against whom
enforcement is sought, and that it is not contrary to the public interest. This
determination is made based upon all the facts and circumstances of the specific
case at the time enforcement is sought. For this reason, it is unclear whether a
court will enforce such a
12
<PAGE> 14

covenant in a given situation. Since the success of the Company depends in
substantial part on the ability of the Company to preserve the business of its
radiation oncologists, a determination that these provisions will not be
enforced, which would allow professionals to compete, could have an adverse
effect on the Company.

Further, in New York and Nevada, and possibly in other states in the
future, the radiation oncologists providing services at the Company's centers
are employed by professional corporations which have administrative services
agreements with the Company rather than by the Company itself. See "The
Company." It is unclear whether the Company's interests under such
administrative services agreements will be viewed by courts as the type of
protected business interest that would permit the Company or the professional
corporations to enforce a non-competition covenant against the radiation
oncologists. The inability of the Company or the professional corporations to
enforce such covenants could have an adverse effect on the Company.

POSSIBLE CONFLICTS UNDER ADMINISTRATIVE SERVICES AGREEMENTS

In New York and Nevada, radiation therapy is provided at the Company's
centers by radiation oncologists who are employed by professional corporations
which are owned by certain of the Company's shareholders. These professional
corporations have entered into administrative services agreements (the
"Administrative Services Agreements") with the Company. Under the Administrative
Services Agreements, the professional corporations are responsible for all
medical and professional matters relating to the provision of radiation therapy
and oncology services at the centers, while the Company is responsible for
providing management, technical and administrative services and owns the
furniture and equipment of the centers. The Company's standard form of
Administrative Services Agreement has a term of 25 years. It is anticipated that
similar arrangements will be implemented as the Company expands into other
states where it cannot employ radiation oncologists. The Company is paid fixed
monthly fees by the professional corporations for its services, which will be
adjusted on a yearly basis. In the future, it is possible that the interests of
the Company and the professional corporations may diverge and lead to possible
conflicts of interest. In such case, the professional corporations could seek to
reduce the fees paid to the Company, take a position that fees should remain the
same (regardless of the success of the centers), or seek to terminate the
Administrative Services Agreements or compete with the Company, any of which
could have a material adverse effect on the Company's business, operating
results and financial condition. See "The Company" and
"Business -- Administrative Services Agreements."

TECHNOLOGICAL AND THERAPEUTIC CHANGES

The treatment of cancer patients is subject to potentially revolutionary
change. Although radiation therapy equipment has remained relatively free of
technical obsolescence since the commercial introduction in the early 1970s of
the linear accelerator (which produces radiation artificially, rather than by
using the radiation emitted by natural cobalt isotopes), future technological
developments could render the Company's equipment obsolete. Significant costs
may have to be incurred in the replacement or modification of equipment in which
the Company has a substantial investment prior to the end of its anticipated
useful life. In addition, advances in other cancer treatment methods, such as
chemotherapy, surgery and immunotherapy, or in cancer prevention techniques,
could reduce demand or eliminate the need for the radiation therapy services
provided by the Company. The development and commercialization of new radiation
therapy technology or advances in other cancer treatment or prevention methods
could have a material adverse effect on the Company's business, operating
results and financial condition.

COMPETITION; RELIANCE ON REFERRALS

material adverse effect on the Company's financial condition and results of
operations. The Company's success is significantly dependent on the ability of
its radiation oncologists to attract patient referrals from third parties. A
substantial portion of these referrals are made by physicians who have no
contractual obligation to refer patients to the Company's radiation oncologists.
The inability of the Company's physicians to attract sufficient referrals or the
loss of a significant number of referring physicians could have a material
adverse effect on the Company's financial condition and operating results. See
"Business -- Competition."

GOVERNMENT REGULATION

As a participant in the healthcare industry, the Company's operations and
relationships are subject to extensive and increasing regulation by a number of
governmental entities at the federal, state and local levels. The Company
believes its operations are in material compliance with applicable laws.
Nevertheless, many of the aspects of the Company's business arrangements and
operations have not been the subject of federal, state or local regulatory
interpretation and there can be no assurance that a review of the Company's
business by courts or regulatory authorities will not result in a determination
that could adversely affect the operations of the Company or that the healthcare
regulatory environment will not change so as to restrict the Company's existing
operations or expansion.

FALSE CLAIMS LAWS. State and federal civil and criminal statutes impose
substantial penalties, including civil and criminal fines and imprisonment, on
healthcare providers that fraudulently or wrongfully bill governmental or other
third party payors for healthcare services. The federal law prohibiting false
billings allows a private person to bring a civil action in the name of the
United States government for violations of its provisions. The Company believes
it is in material compliance with such laws, but there is no assurance that the
Company's activities will not be challenged or scrutinized by governmental
authorities. If the Company's practices were successfully challenged, it could
have a material adverse effect on the Company. Moreover, technical Medicare and
other reimbursement rules affect the structure of physician billing
arrangements. The Company believes it is in material compliance with such
regulations. If regulatory authorities should interpret such laws differently,
the Company may have to modify its billing procedures. Noncompliance with such
regulations may adversely affect the operation of the Company and subject it to
penalties and additional costs. See "Business -- Government Regulation."

ANTI-KICKBACK STATUTES. The federal law commonly known as the
"Anti-kickback Statute" prohibits the offer, solicitation, payment or receipt of
anything of value (direct or indirect, overt or covert, in cash or in kind)
which is intended to induce the referral of Medicare or Medicaid patients, or
the ordering, purchasing or leasing of items, goods, facilities or services
reimbursable under those programs. The law also prohibits remuneration that is
intended to induce the recommendation of, or the arranging for, the provision of
items, goods, facilities or services reimbursable under Medicare and Medicaid.
Most states have similar laws. The penalties for violations of the federal law
include criminal sanctions (including fines and/or imprisonment) and exclusion
from the federal healthcare program.

Regulations relating to the Anti-kickback Statute include exemptions or
"safe harbors" for certain transactions that are not deemed to violate the
Anti-kickback Statute. For example, there is an exemption for payments to
employees for employment in the provision of healthcare items or services. Since
the Company and its subsidiaries provide Medicare and Medicaid covered services
that are ordered in some cases by the Company's radiation oncologists who hold
shares, or options to purchase shares, of the Company's Common Stock, a question
could be raised whether the physician's investment in the Company, and the
return on that investment, is an arrangement to include referrals. The same
question could apply to physicians who buy Common Stock after the Offering and
refer patients to the Company's radiation oncologists. These relationships are
not covered by a specific exemption. Nevertheless, the Company believes that
such arrangements are not of the type which the Anti-Kickback Statute was
designed to prevent. However, there can be no assurance that the enforcement
agencies will not attempt to demonstrate that the arrangements violate these
laws. In addition, certain of the Company's radiation oncologists own interests
in a nuclear pharmacy that provides radioactive seed implants for use at the
Company's centers. The Company does not believe its arrangements violate the
Anti-kickback Statute, but there can be no assurance that an enforcement agency
will not challenge this position. If

14
<PAGE> 16

successful, such challenge could have a material adverse effect on the Company's
business, operating results and financial condition. See "Certain Relationships
and Related Party Transactions."

SELF-REFERRAL LAWS. Under certain provisions of the Omnibus Budget
Reconciliation Act of 1993, commonly known as "Stark II," physicians who refer
Medicare and Medicaid patients to the Company for certain healthcare items and
services, including radiation therapy services and supplies, are prohibited from
having a financial relationship (ownership interest or compensation arrangement)
with the Company, and the Company may not accept Medicare or Medicaid referrals
from such physicians unless certain specified exceptions to the law apply.
Similar state laws exist in certain states, including Florida and New York. The
federal law contains an exception for services performed by physicians within
the same group practice or individuals who are directly supervised by one of the
physicians within the same group practice and a specific radiation oncology
exception where the services are provided in consultation with a referring
physician. The Florida Patient Self Referral Act contains a similar but
potentially broader exception, providing that a referral does not occur when a
physician specializing in the provision of radiation therapy services orders
such services.

The Company believes that it is in compliance with these laws. However,
there can be no assurance that governmental agencies will not interpret the
various rules in a manner that would result in a determination of a violation.
Violation of Stark II or similar state statutes by the Company could have a
material adverse effect on the Company's business, operating results and
financial condition.

CORPORATE PRACTICE OF MEDICINE/FEE-SPLITTING. The laws of many states
prohibit business corporations such as the Company from exercising control over
the medical judgments or decisions of physicians through employment or other
arrangements (i.e., the "corporate practice of medicine") and from engaging in
certain financial arrangements. These laws and their interpretations vary from
state to state and are enforced by both the courts and regulatory authorities,
each with broad discretion. In Florida, the Company employs its radiation
oncologists directly. Expansion of the operations of the Company to New York and
Nevada, where this is not permitted, has required structural and organizational
modifications of the Company's form of relationship with radiation oncologists.
Future expansion in other states with corporate practice of medicine laws could
have an adverse effect on the Company. If the Company is unable to make these
modifications, it could limit the Company's ability to expand into or continue
operations within such jurisdictions, which also could have a material adverse
effect on the Company's business, operating results and financial condition.

In addition to prohibiting the corporate practice of medicine, numerous
states prohibit entities like the Company from engaging in certain healthcare
related activities such as fee-splitting with physicians. In most cases, these
laws have been construed as prohibiting payment of a portion of a fee to another
person for referring a patient or otherwise generating business, but permitting
payment of reasonable compensation for facilities and services (other than the
generation of referrals), even if the payment is based on a percentage of fees.

The Florida fee-splitting statute prohibits paying or receiving any
commission, bonus, kickback, or rebate or engaging in any split-fee arrangement
in any form for patient referrals to providers of healthcare goods or services.
The Florida Court of Appeals has held that compensation arrangements with
employed physicians violate the fee-splitting statute if they include a
percentage of fees for ancillary services ordered by the physician.

New York has a fee-splitting statute that prohibits manager compensation
arrangements based on a percentage of physician revenues.

Although the Company believes that its centers operate in compliance with
such state laws or satisfy exemptions thereto, neither this aspect of the
Company's business nor the Company's compensation programs or the ownership
interests of the radiation oncologists have been the subject of state regulatory
interpretation and there can be no assurance that a review by state courts or
regulatory authorities will not result in a determination that could have a
material adverse effect on the Company's business, operating results and
financial condition.

LICENSURE. Every state imposes licensing requirements on physicians and on
their facilities and services. Certain states have separate licensure
requirements for radiation therapy centers. In addition, the Federal Nuclear
Regulation Commission regulates radiation therapy centers. The Company believes
that it is in compliance with all these requirements.

15
<PAGE> 17

HEALTHCARE INITIATIVES. In addition to extensive existing governmental
healthcare regulation, there are numerous initiatives at the federal and state
levels for comprehensive reforms affecting the payment for and availability of
healthcare services. Aspects of certain of these healthcare proposals, such as
further reductions in capitation of Medicare and Medicaid payments and
additional prohibitions on direct or indirect physician ownership of facilities
to which they refer patients, if adopted, could have a material adverse effect
on the results of operations and stock prices of companies in healthcare and
related industries and may similarly affect the price of the Common Stock. See
"Business -- Government Regulation."

ADMINISTRATIVE SERVICES AGREEMENTS/NEW YORK. The Company believes its
centers are not "designated healthcare facilities" as defined by New York
regulatory law. In the event the Company's centers are ever determined to be
designated healthcare facilities, the Company's Administrative Services
Agreements in New York would be subject to state approval. Additionally, in such
instance, the Administrative Services Agreements could be no longer than three
years in duration (subject to renewal by the parties). Such result could have a
material adverse effect on the Company's centers in New York.

POTENTIAL EXPOSURE TO LIABILITY; INSURANCE

In recent years, physicians, hospitals and other participants in the
healthcare industry have become subject to an increasing number of lawsuits
alleging medical malpractice and related claims. Many of these lawsuits involve
large claims and result in substantial defense costs. Although the Company has
not been subject to malpractice claims in the past, it may become involved in
such litigation in the future. The Company maintains medical malpractice
insurance which it believes to be adequate in amount and coverage for the
current size and scope of its operations, although there can be no assurance of
that fact. In the future, insurance coverage maintained by the Company for
medical malpractice suits may not be sufficient to cover any future claims
brought against the Company, may not be available or, if available, may be
prohibitive in cost or insufficient to cover the Company's expenses or losses in
connection with such claims.

HAZARDOUS MATERIALS

Although the Company's linear accelerators and simulators do not use
radioactive or other hazardous materials, the Company's centers also provide
specialized treatment involving the use of radioactive material in the treatment
of the lungs, prostate, cervix and other organs. The materials are obtained
from, and, if not permanently placed in a patient or used up, returned to, a
related-party provider of supplies to hospitals and other radiation therapy
practices (see "Certain Relationships and Related Party Transactions"), which
has the ultimate responsibility for their proper disposal. The Company, however,
remains subject to state and federal laws regulating the protection of employees
who may be exposed to hazardous material and regulating the proper handling and
disposal of that material. The Company believes it is in compliance with all
applicable laws; however, a violation of such laws, or the future enactment of
more stringent laws or regulations, could subject the Company to liability, or
require it to incur costs that would have a material adverse effect on its
business, operating results and financial condition.

CONTROL BY MANAGEMENT

After the Offering, the Company's current shareholders will constitute a
majority of the Company's directors and own approximately % of the
Company's outstanding Common Stock ( % if the Underwriters' over allotment
option is exercised in full). As a result, these persons will be able to control
[most] matters requiring approval by shareholders, including the election of
directors. In addition, the Board of Directors has the authority to issue
1,000,000 shares of undesignated preferred stock and to determine the rights,
preferences, privileges and restrictions of such shares without further action
by shareholders. Florida law contains provisions that may discourage takeover
bids for the Company that have not been negotiated with the Board of Directors.
Each of these factors could have the effect of delaying or preventing a change
in control of the Company and, accordingly, could limit the price that investors
might be willing to pay for the Common Stock. See "The Company," "Principal
Shareholders" and "Description of Capital Stock."

16
<PAGE> 18

BENEFITS OF THE OFFERING TO CURRENT SHAREHOLDERS

The Company intends to use a portion of the net proceeds of the Offering to
repay approximately $2.2 million of outstanding indebtedness to existing
shareholders and members of their families and approximately $2.5 million to
make the S Corporation Distribution to existing shareholders. See "Use of
Proceeds" and "Certain Relationships and Related Party Transactions."

QUARTERLY FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY

A significant portion of the Company's radiation therapy centers,
particularly those in the state of Florida, are subject to fluctuations in
results of operations due to seasonal variations in population. Population
levels increase during the winter months in these locations and the demand for
radiation therapy during these months also increases. As a result, the Company
historically has experienced, and expects to continue to experience, quarterly
fluctuations in net service revenues and net income, with higher amounts in the
first and fourth quarters. The Company has a high level of fixed operating costs
which cannot be reduced at times of lower demand. Fluctuations in seasonal
demand for radiation therapy may have a material effect on the Company's
quarterly results. In addition, results for a given period may be affected by
expenses associated with the opening or acquisition of additional centers in
that or prior periods. Results of operations for any quarter are not necessarily
indicative of results of operations for any future period or for a full year.
See "Management's Discussion and Analysis of Financial Conditions and Results of
Operations."

POTENTIAL VOLATILITY OF STOCK PRICE

Prior to this Offering, there has been no public market for the Company's
Common Stock. The initial public offering price will be determined by
negotiations among the Company and representatives of the Underwriters and will
not necessarily be indicative of the market price at which the Common Stock will
trade after this Offering. See "Underwriting" for a discussion of the factors to
be considered in determining the initial public offering price. There has been
significant volatility in the market price of securities of healthcare companies
that often has been unrelated to the operating performance of such companies.
The Company believes that a variety of factors, including legislative and
regulatory developments, announcements by the Company or its competitors,
quarterly variations in financial results, trading volume, general market trends
and other factors, could cause the market price of the Common Stock to fluctuate
substantially. These market fluctuations may affect adversely the price of the
Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, shares of Common Stock will
be outstanding. The shares offered hereby will be freely
tradeable without restriction under the Securities Act of 1933 (the "Securities
Act"). All of the remaining shares (the "Restricted Shares") of
outstanding Common Stock (including shares held by affiliates)
may not be resold unless they are registered under the Securities Act or sold
pursuant to an applicable exemption from registration, including Rule 144 under
the Securities Act. of the Restricted Shares will be available
for resale under Rule 144 beginning 90 days after the date of this Prospectus.
An additional Restricted Shares will be eligible for resale under
Rule 144 beginning in May 1999. The remaining Restricted Shares
will be eligible for resale under Rule 144 until at least one year after the
date of the Offering. In addition, the Company has reserved up to 2,000,000
shares of Common Stock for issuance under its 1997 Stock Option Plan; options to
purchase 558,076 shares have been granted (116,615 of which are now
exercisable), and it is anticipated that options to purchase an additional
shares will be granted at the time of the closing of this
Offering. The Company currently intends to register all shares issuable under
the 1997 Stock Option Plan shortly after the completion of this Offering, at
which time all shares issued upon option exercise will be eligible for sale in
the public market. However, all of the Restricted Shares and any shares issued
upon option exercise are subject to "lock-up" agreements with the Underwriters
expiring 180 days after the date of this Prospectus and may be sold during that
period only with the prior written consent of Robert W. Baird & Co.
Incorporated. The sale of a substantial number of shares of Common Stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Common Stock. Robert W. Baird & Co. Incorporated, in its sole
discretion, and
17
<PAGE> 19

at any time without prior notice, may release all or any portion of the Common
Stock subject to the lock-up agreements. See "Shares Eligible For Future Sale."

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of the Common Stock in the Offering will experience immediate
and substantial dilution of $ per share in the net tangible book value from
the initial public offering price per share (assuming an initial public offering
price of $ per share). See "Dilution."

ABSENCE OF DIVIDENDS

Other than the S Corporation Distribution, the Company does not anticipate
paying any dividends on its Common Stock in the foreseeable future and currently
intends to retain all future earnings for the development of its business. In
addition, the Company's current bank credit facilities place certain
restrictions on the future payment of dividends. See "Dividend Policy."

YEAR 2000 COMPLIANCE

Although the Company believes that its internal computer hardware and
software systems and other equipment and technology are, or in a timely manner
will be, able to produce accurate results relating to calculations and
information for Year 2000 and subsequent years, the Company is dependent on
governmental and numerous other third party payors for the majority of its
revenue. The failure by these payors to implement successfully their own Year
2000 programs could result in a failure to reimburse, or a failure to properly
reimburse, the Company for its services and, therefore, could have a material
adverse effect on the Company. Also, if the Company's assessment of the Year
2000 capabilities of its internal computer hardware is incorrect, it could have
a material adverse effect on the Company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Articles of Incorporation and Bylaws,
as well as the Florida Business Corporation Act (the "FBCA"), could discourage a
third party from attempting to acquire, or make it more difficult for a third
party to acquire, control of the Company without approval of the Company's Board
of Directors, even though such a transaction might be economically beneficial to
the Company's shareholders. All of these provisions also could adversely affect
the market price of the Common Stock. These provisions include the ability of
the Company's Board of Directors to issue shares of preferred stock, in one or
more series without further authorization of the Company's shareholders, with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of Common Stock. The
preferred stock could also be utilized, under certain circumstances, as a method
of discouraging, delaying or preventing a change in control of the Company.
Although the Company has no current intention to issue any shares of its
preferred stock, there can be no assurance that the Company will not do so in
the future. Furthermore, the Company is subject to the anti-takeover provisions
of the FBCA, including those governing "control share acquisitions" and
transactions with "interested shareholders," which could have the effect of
delaying or preventing a change of control of the Company. Certain other
provisions of the Company's Articles of Incorporation and Bylaws may have the
effect of delaying or preventing changes of control or management of the
Company. Among these are provisions requiring a demand of at least 50% of the
Company's shareholders to call a special meeting of shareholders and requiring
shareholder actions by written consent to be unanimous. See "Description of
Capital Stock."

ANTITRUST ISSUES

The Company and its affiliated professional corporations are subject to a
range of antitrust laws that prohibit anti-competitive conduct, including price
fixing, concerted refusals to deal and divisions of markets. Among other things,
these laws limit the ability of the Company to enter into management agreements
with separate practice groups that compete with one another in the same
geographic market. This does not apply to professionals within

18
<PAGE> 20

the same practice group. In addition, these laws prevent acquisitions of
business assets that would be integrated into existing professional associations
if such acquisitions substantially lessen competition or tend to create a
monopoly.

THE COMPANY

Radiation Therapy Services, Inc. is a Florida corporation which was
incorporated under the name Radiation Therapy Regional Centers, Inc. on April
15, 1997. The Company changed its name to Radiation Therapy Services, Inc., a
name formerly used by one of its subsidiaries, on February 12, 1998. The
Company's principal predecessor was formed in the early 1980s to own and operate
a radiation therapy center in Fort Myers, Florida. As this predecessor company
prospered, its physician owners began to buy and build additional radiation
therapy centers through commonly owned corporations to operate each center and
through partnerships to own the related real estate. By late 1996, Drs. Daniel
E. Dosoretz, Michael J. Katin, Peter H. Blitzer, James H. Rubenstein and Howard
M. Sheridan (and Graciela R. Garton, with respect to one corporation) (the
"Initial Shareholders"), owned a network of 26 corporations, 12 general
partnerships and one limited partnership (the "Predecessor Companies"). In the
Exchange Transaction, and pursuant to the terms of transfer agreements among the
Company, the Predecessor Companies and the Initial Shareholders, the Predecessor
Companies became wholly owned subsidiaries of the Company effective August 1,
1997. The Initial Shareholders received a total of 8,000,000 shares of Common
Stock of the Company in the Exchange Transaction. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Overview --
Exchange Transaction" and "Principal Shareholders."

The Company, through three of its subsidiaries, operates 21 radiation
therapy centers in Florida, New York and Nevada. The Company's Florida
subsidiary, 21st Century Oncology, Inc. ("21st Century"), currently owns and
operates 13 freestanding centers in Southwest and Southeast Florida. At these
centers, the physicians providing radiation therapy treatments are employees of
the Company. Eleven of these centers were internally developed or acquired by
RTS through 1994 and an additional center was internally developed in each of
1996 and 1998. These centers are located in Arcadia, Cape Coral, Coral Springs,
Deerfield Beach, Englewood, Ft. Myers (2), Naples, Plantation, Port Charlotte,
Punta Gorda, Sarasota, and Venice.

Through a November 1995 agreement with South Florida Oncology and
Hematology Consultants ("South Florida Oncology"), 21st Century provides
management, administrative and physicist services at a radiation therapy center
located at the Florida Medical Center in Lauderdale Lakes, Florida. South
Florida Oncology provides the services of a radiation oncologist. 21st Century
receives a fixed fee plus charges for other specific services. The agreement
renews annually through November 3, 2000.

Through a professional services agreement with Lifemark Hospitals of
Florida, Inc., 21st Century provides all professional radiation oncology
services at Palmetto General Hospital in Hialeah, Florida. 21st Century has
complete responsibility for all professional operations of the Department of
Radiation Oncology of the hospital and a physician-employee of 21st Century
serves as medical director of the department. The hospital provides the office
space, equipment, supplies and all non-physician, technical and clerical
personnel for the department. 21st Century bills and receives all professional
fees generated by the physician-employee at the hospital. The agreement became
effective May 6, 1996 and has been renewed annually by the mutual agreement of
the parties.

The Company's wholly-owned Nevada subsidiary, Nevada Radiation Therapy
Management Services, Incorporated ("NRT"), owns or leases the real estate for,
owns the equipment in and manages two freestanding centers in Las Vegas, Nevada
which were acquired in 1997. Pursuant to an Administrative Services Agreement,
radiation oncologists employed by a Nevada professional corporation owned by a
current shareholder of the Company, Michael J. Katin, M.D., Prof. Corp. ("MJK"),
provide radiation therapy services at the centers. The Administrative Services
Agreement runs through January 9, 2023. MJK is responsible for all medical and
professional matters relating to the provision of radiation therapy and oncology
services at the centers, including hiring and supervising all medical personnel.
NRT provides financial and accounting, administrative, strategic and tactical
support services to the centers, owns all equipment and either owns or leases
the facilities. Insurance is provided by the Company. In exchange for its
management services, MJK pays NRT a fixed monthly fee. The Administrative
Services Agreement contains restrictive covenants that preclude the engagement
by MJK of
19
<PAGE> 21

another management services organization for some period after termination and
requires employment agreements with physician-employees of MJK to contain
standard non-competition provisions. See "Business" and "Certain Relationships
and Related Party Transactions."

The Company's wholly-owned New York subsidiary, New York Radiation Therapy
Management Services, Incorporated, ("NYRT") owns the equipment and leases the
real estate for and manages two freestanding radiation therapy centers in
Yonkers, New York. One of these centers was acquired by the Company while it was
in the final stages of construction, and was subsequently opened by the Company
in 1997. The other center was acquired in March 1998. Pursuant to Administrative
Services Agreements, physicians employed by two New York professional
corporations owned by certain of the Initial Shareholders, Yonkers Radiation
Medical Practice, P.C. ("YRM") and Riverhill Radiation Oncology, PC
("Riverhill"), provide radiation therapy services at these centers. The
Administrative Services Agreements run through July 31, 2022. YRM and Riverhill
are responsible for all medical and professional matters relating to the
provision of radiation therapy and oncology services at the centers, while NYRT
is responsible for providing fiscal and administrative services to YRM and
Riverhill. NYRT owns the furniture and equipment of the centers, as well as the
office space itself or a leasehold interest in such space, and provides billing,
accounting, financial and regulatory reporting, facility management, public
relations, and human resources services to YRM and Riverhill. All
non-professional employees of the centers are employed by NYRT. Insurance
coverage for the centers is provided through the Company, and the Company
assists YRM with the negotiation of managed care contracts. In exchange for
services rendered to YRM and Riverhill through the Administrative Services
Agreements, NYRT is paid a fixed monthly fee. The Administrative Services
Agreements contain restrictive covenants that preclude the engagement by YRM or
Riverhill of another management services organization for some period after
termination, and require employment agreements with physician-employees of YRM
and Riverhill to contain standard non-competition provisions. See "Business" and
"Certain Relationships and Related Party Transactions."

Since June 1998, the Company has been involved in the operation or
management of two hospital-based centers in Utica, New York. Faxton Leasing, LLC
("Faxton Leasing") is a joint venture entity 40% owned by NYRT and 60% owned by
Faxton Hospital ("Faxton"). Faxton leases the assets for a freestanding center
and a hospital-based center from Faxton Leasing. Faxton contracts with YRM for
physician services. Faxton also contracts with NYRT for certain administrative
services. In particular, NYRT provides a full time chief technician, a full time
office manager, a medical director and a consulting physicist and generally
assists Faxton in other administrative functions. In exchange for such services,
NYRT receives from Faxton an administrative fee based on a percentage of the
operating expenses of both centers. The agreement will continue until November
20, 2005, and may be renewed thereafter for additional five-year terms. See
"Business" and "Certain Relationships and Related Party Transactions."

The Company's principal business address is 1850 Boy Scout Drive, Suite
A-101, Fort Myers, Florida 33907; its telephone number is (941) 931-7275.

20
<PAGE> 22

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares
of Common Stock offered hereby (at an assumed initial public offering price of
$ per share), after deducting the estimated underwriting discount and
offering expenses payable by the Company, are estimated to be approximately
$ million ($ million if the Underwriters' over-allotment
option is exercised in full).

The Company intends to use the net proceeds to repay a portion of its
existing indebtedness and for the S Corporation Distribution of approximately
$2.5 million. The Company's outstanding debt, totalling approximately $36.1
million at June 30, 1998, includes amounts owed to financial institutions and
other unrelated parties and amounts owed to shareholders and related parties.
Approximately $29.5 million owed to the following banks will be repaid to the
extent proceeds are available: SouthTrust Bank, $17.4 million; First Union
National Bank (an affiliate of Wheat First Union), $5.6 million; First Community
Bank, $3.0 million; Barnett Bank, $2.4 million; Colonial Bank $0.8 million; and
Edison Bank, $0.3 million. These loans bear interest ranging from 7.5% to 10%
per annum and maturity dates ranging from September 1998 to December 2008. The
majority of these loans bear interest at the prime rate (8.5% at June 30, 1998)
or one half of one percent below the prime rate. Approximately $4.4 million owed
to other unrelated parties for asset purchase agreements will be repaid. These
loans bear interest rates ranging from the prime rate to 13% and maturity dates
ranging from May 2000 to August 2000. Of the debt owed to financial institutions
and unrelated parties, $29.8 million is personally guaranteed by the Initial
Shareholders. The Company currently has a commitment for a $45.0 million
multi-year credit agreement and anticipates that the $29.5 million of bank debt
will be repaid prior to the Offering from this credit agreement. The proceeds of
this Offering will then be used to repay a portion of the indebtedness then
outstanding under the credit agreement as well as the $4.4 million owed in
connection with asset purchase agreements. Additionally, approximately $2.2
million of debt owed to certain of the Initial Shareholders and to other related
parties will be repaid. This debt, along with the related interest rates and
maturity dates, is described further under "Certain Relationships and Related
Party Transactions -- Indebtedness to Related Parties." See also "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources," "Underwriting" and Note 7 of the
Notes to Consolidated Financial Statements.

The amounts actually expended for the purposes identified above are subject
to change at the Company's discretion, depending upon certain factors, including
economic conditions, the competitive environment and strategic opportunities
that may arise. Pending such uses, the Company intends to invest the net
proceeds from the Offering in short-term investment grade instruments.

Following the closing of the Offering and the completion of the anticipated
$45.0 million credit agreement, the Company anticipates that it will have
approximately $ million of outstanding indebtedness and approximately $
available for future borrowings under the new credit agreement, which funds may
be used for general corporate purposes, including the financing of acquisitions
and internally developed centers. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Business -- Growth Strategy."

DIVIDEND POLICY

Historically, due to its status as an S Corporation, the Company
distributed essentially all of its operating profits to its shareholders.
Distributions for the years ended December 31, 1995, 1996 and 1997 amounted to
approximately $3.1 million, $2.7 million and $4.1 million, respectively.
Distributions for 1998 amounted to $554,000 for the six months ended June 30,
1998. Additionally, the Company will distribute approximately $2.5 million to
existing shareholders in connection with the S Corporation Distribution.

It is expected that any future earnings will be used to finance the
Company's operations and for the growth and development of its business.
Accordingly, the Company currently does not anticipate paying cash dividends on
its shares of Common Stock in the foreseeable future. The future payment of any
dividends will be subject to the discretion of the Board of Directors of the
Company and will depend on the Company's results of operations, financial
position and capital requirements, general business conditions, any restrictions
imposed by financing arrangements, legal restrictions on the payment of
dividends and other factors the Board of Directors deems

21
<PAGE> 23

relevant. The Company's new line of credit will prohibit the Company from paying
cash dividends on its Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Use of Proceeds."

DILUTION

The Company's pro forma net tangible book value as of June 30, 1998, giving
effect to the S Corporation Distribution, was $ million, or $ per
share, based on shares of Common Stock then outstanding. Pro
forma net tangible book value per share represents the amounts the Company's pro
forma tangible assets less its pro forma total liabilities, divided by the total
number of shares of Common Stock outstanding. After giving effect to the sale of
the shares of Common Stock offered hereby at an assumed initial
public offering price of $ per share and the application of the estimated
net proceeds therefrom, the pro forma net tangible book value of the Company as
of June 30, 1998 would have been $ million, or $ per share of
Common Stock. This represents an immediate increase in net tangible book value
of approximately $ per share to existing shareholders and an immediate
dilution of $ per share to new investors purchasing shares of Common Stock
in the Offering. The following table illustrates this per share dilution to new
investors purchasing Common Stock in the Offering:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $
Pro forma net tangible book value per share as of June 30,
1998................................................... $
Decrease in net tangible book value per share attributable
to the S Corporation Distribution......................
Pro forma net tangible book value per share...............
Increase per share attributable to new investors..........
-------
Pro forma net tangible book value per share after the
Offering..................................................
-------
Dilution of pro forma net tangible book value per share to
investors in the Offering................................. $
=======
</TABLE>

The following table sets forth, on a pro forma basis as of June 30, 1998,
the number of shares of Common Stock purchased from the Company, the total
consideration paid to the Company for those shares and the average price per
share of Common Stock paid by the existing shareholders and by new investors
purchasing shares of Common Stock in the Offering (at an assumed initial public
offering price of $ per share and without giving effect to the estimated
underwriting discount and offering expenses payable by the Company):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------- ------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
-------- ------- -------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders (1).............. $
New investors..........................
-------- --- -------- ---
Total........................ 100% 100%
======== === ======== ===
</TABLE>

- ---------------

(1) Excludes 558,076 shares of Common Stock issuable upon exercise of
outstanding stock options and shares issuable upon
exercise of stock options to be granted at the time of the Offering at the
initial public offering price to employees of the Company, radiation
oncologists, and consultants under the Company's 1997 Stock Option Plan. See
"Management -- Stock Options." Also excludes $700,000 of Common Stock
( shares at an assumed initial offering price of $ per
share) which will be issued pursuant to an agreement relating to the centers
located in Utica, New York. See "Certain Relationships and Related Party
Transactions -- Transactions."

22
<PAGE> 24

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company as of June 30, 1998 on an actual basis, pro forma to reflect the
transactions set forth in Note (1) below and pro forma as adjusted to reflect
the transactions set forth in Notes (1) and (2) below and as adjusted for the
sale of the shares of Common Stock offered hereby (assuming an
initial public offering price of $ per share) and the application of the net
proceeds therefrom described in "Use of Proceeds." The table should be read in
conjunction with the Company's Consolidated Financial Statements, including the
Notes thereto, included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF
JUNE 30, 1998
--------------------------------------------
PRO FORMA
ACTUAL PRO FORMA(1) AS ADJUSTED(1)(2)
------- ------------ -----------------
(IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt:
Demand notes payable -- related parties............ $ 569 $ 569 $
Current portion of long-term debt.................. 12,149 12,149
Current portion notes payable -- shareholders...... 1,313 1,313 --
------- ------- -------
Total short-term debt...................... $14,031 $14,031 $
======= ======= =======
Long-term debt -- shareholder...................... $ 300 $ 300 $
Long-term debt..................................... 21,811 21,811 --
------- ------- -------
Total long-term debt....................... 22,111 22,111 --
------- ------- -------
Shareholders' equity:
Common Stock, $.0001 par value, 20,000,000 shares
authorized, 8,538,822 shares outstanding,
shares outstanding, as
adjusted(3)..................................... 1 1
Additional paid-in capital......................... 11,511 17,281
Retained earnings.................................. 8,500 --
------- ------- -------
20,012 17,282 --
Less amounts receivable from shareholders............ (1,781) (1,781)
------- ------- -------
Total shareholders' equity......................... 18,231 15,501
------- ------- -------
Total capitalization....................... $40,342 $37,612 $
======= ======= =======
</TABLE>

- ---------------

(1) Pro forma data give effect to: (i) the S Corporation Distribution, (ii) the
recognition of a net deferred tax liability of $230,000 resulting from the
termination of the Company's S Corporation status, and (iii) the
reclassification of the retained earnings of the Company upon its becoming a
C Corporation to additional paid-in capital. See "Use of Proceeds" and Notes
2 and 16 of the Notes to Consolidated Financial Statements.

(2) As adjusted data give effect to the sale of shares of Common
Stock offered hereby at an assumed initial public offering price of
$ per share, after deducting estimated underwriting discount and
offering expenses. See "Use of Proceeds."

(3) Excludes 558,076 shares issuable upon exercise of outstanding stock options
and shares issuable upon exercise of stock options to be
granted at the time of the Offering to certain employees of the Company,
radiation oncologists and consultants under the Company's 1997 Stock Option
Plan. See "Management -- Stock Options." Also excludes $700,000 of Common
Stock ( shares at an assumed initial offering price of
$ per share) which will be issued pursuant to an agreement relating to
the centers located in Utica, New York. See "Certain Relationships and
Related Party Transactions -- Transactions."

23
<PAGE> 25

SELECTED FINANCIAL DATA

Set forth below are Selected Consolidated Financial Data. Also set forth
are Selected Supplemental Financial Data which include the combined results of
the Predecessor Companies taken as a whole up to the date of the Exchange
Transaction and the results of the Company on a consolidated basis thereafter.
The Supplemental Financial Data is presented since the Company believes that
this presentation results in the most meaningful comparison of the periods
presented, and that it provides a useful historical perspective on the
development of the Company's business by its common managers.

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The selected consolidated financial data presented below as of December 31,
1996 and 1997 and for each of the three years in the period ended December 31,
1997 have been derived from the consolidated financial statements of the Company
which have been audited by PricewaterhouseCoopers LLP, independent accountants,
as indicated in their report included elsewhere herein. The selected
consolidated financial data as of June 30, 1998 and for the six months ended
June 30, 1997 and 1998 have been derived from unaudited consolidated financial
statements included elsewhere herein. The selected consolidated financial data
as of December 31, 1993, 1994 and 1995 and June 30, 1997 and for the years ended
December 31, 1993 and 1994 have been derived from the Company's unaudited
consolidated financial statements not included herein. In the opinion of
management, the six-month financial data reflect all adjustments, consisting
only of normal recurring adjustments, necessary for the fair presentation of
such data. The results of operations for the six months ended June 30, 1998 are
not necessarily indicative of results which may be expected for the year ending
December 31, 1998. The pro forma financial data are provided for informational
purposes only and do not purport to represent what the Company's financial
position or results of operations actually would have been had the events
described in the Notes thereto been completed as of the date or at the beginning
of the periods indicated, or to project the Company's financial position or
results of operations at any future date or for any future period. The selected
consolidated financial data and the pro forma financial data should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations, the Consolidated Financial Statements and Notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------------------------- -------------------------------
PRO FORMA PRO FORMA
AS ADJUSTED AS ADJUSTED
1993 1994 1995 1996 1997 1997(1)(2) 1997 1998 1998(2)
------- ------- ------- ------- ------- ----------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues........... $14,134 $17,537 $20,966 $22,166 $29,349 $33,626 $12,454 $21,078 $21,078
Direct costs of therapy
services..................... 7,350 9,445 11,078 10,937 13,787 16,706 5,727 10,178 10,178
------- ------- ------- ------- ------- ------- ------- ------- -------
Treatment center
contribution................. 6,784 8,092 9,888 11,229 15,562 16,920 6,727 10,900 10,900
General and administrative..... 4,621 5,874 6,329 7,634 10,412 11,116 4,019 6,825 6,825
------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income............... 2,163 2,218 3,559 3,595 5,150 5,804 2,708 4,075 4,075
Interest expense............... 161 866 1,100 1,114 1,775 -- 631 1,397 --
Other income................... 13 39 105 123 130 159 48 152 152
------- ------- ------- ------- ------- ------- ------- ------- -------
Net income..................... 2,015 1,391 2,564 2,604 3,505 5,963 2,125 2,830 4,227
Pro forma provision for income
taxes(3)..................... 766 529 974 990 1,367 2,326 808 1,104 1,649
------- ------- ------- ------- ------- ------- ------- ------- -------
Pro forma net income........... $ 1,249 $ 862 $ 1,590 $ 1,614 $ 2,138 $ 3,637 $ 1,317 $ 1,726 $ 2,578
======= ======= ======= ======= ======= ======= ======= ======= =======
Pro forma basic net income per
common share(4)..............
Pro forma diluted net income
per common share(4)..........
Weighted average common shares
outstanding(4)...............
</TABLE>

<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, JUNE 30,
----------------------------------------------- ----------------------------------------------
PRO PRO FORMA AS
FORMA ADJUSTED
1993 1994 1995 1996 1997 1997 1998 1998(5) 1998(5)(6)
------- ------- ------- ------- ------- ----------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)..... $ 126 $(1,697) $(1,102) $(1,541) $(4,645) $(1,609) $(6,301) $(8,801)
Total assets.................. 16,689 27,963 21,303 25,226 48,852 27,079 59,238 59,238
Total debt.................... 7,104 18,698 12,744 15,101 28,774 17,369 36,142 36,142
Total shareholders' equity.... 5,496 5,520 5,986 6,314 15,851 7,634 18,231 15,501
</TABLE>

24
<PAGE> 26

- ---------------

(2) Represents the elimination of interest expense related to the repayment of
certain indebtedness from the net proceeds of the Offering as if repayment
had occurred at the beginning of the respective period.

(3) Reflects combined federal and state income tax rates on a pro forma basis,
as if the Company had been taxed as a C Corporation at 38%. See the
Consolidated Statements of Operations and Notes 2 and 16 of the Notes to
Consolidated Financial Statements.

(5) After giving effect to the S Corporation Distribution and to the recognition
of a net deferred tax liability of $230,000 resulting from the termination
of the Company's S Corporation status. See "Use of Proceeds" and Notes 2 and
16 of the Notes to Consolidated Financial Statements.

(6) After giving effect to the Offering (assuming an initial public offering
price of $ per share) and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."

25
<PAGE> 27

SELECTED SUPPLEMENTAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The supplemental selected financial data presented below as of December 31,
1996 and 1997 and June 30, 1998, and for each of the two years in the period
ended December 31, 1996, for the seven months ended July 31, 1997 and for the
five months ended December 31, 1997 and for the six months ended June 30, 1997
and 1998 have been derived from the Unaudited Supplemental Combined and
Consolidated Financial Statements of the Company included elsewhere herein. The
supplemental combined financial data as of and for the year ended December 31,
1993, 1994 and 1995 and as of June 30, 1997 have been derived from the Company's
Unaudited Supplemental Combined and Consolidated Financial Statements not
included herein. In the opinion of management, the six-month financial data
reflect all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of such data. The results of operations for
the six months ended June 30, 1998 are not necessarily indicative of results
which may be expected for the year ending December 31, 1998. The pro forma
financial data are provided for informational purposes only and do not purport
to represent what the Company's financial position or results of operations
actually would have been had the events described in the notes thereto been
completed as of the date or at the beginning of the periods indicated, or to
project the Company's financial position or results of operations at any future
date or for any future period. The supplemental selected financial data and the
pro forma financial data should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
Unaudited Supplemental Combined and Consolidated Financial Statements and Notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, SEVEN FIVE YEAR ENDED
------------------------------------- MONTHS ENDED MONTHS ENDED DECEMBER 31,
COMBINED(1) JULY 31, DECEMBER 31, PRO FORMA
------------------------------------- COMBINED CONSOLIDATED AS ADJUSTED
1993 1994 1995 1996 1997(1) 1997(1) 1997(2)(3)
------- ------- ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues........ $17,816 $21,435 $25,436 $27,990 $18,494 $15,132 $33,626
Direct costs of therapy
services.................. 9,564 11,247 12,321 13,540 8,842 7,783 16,706
------- ------- ------- ------- ------- ------- -------
Treatment center
contribution.............. 8,252 10,188 13,115 14,450 9,652 7,349 16,920
General and
administrative............ 5,562 7,018 8,446 9,431 5,936 5,150 11,116
------- ------- ------- ------- ------- ------- -------
Operating income............ 2,690 3,170 4,669 5,019 3,716 2,199 5,804
Interest expense............ 540 1,218 1,461 1,563 1,099 965 --
Other income................ 34 33 213 125 88 71 159
------- ------- ------- ------- ------- ------- -------
Net income.................. 2,184 1,985 3,421 3,581 2,705 1,305 5,963
Pro forma provision for
income taxes(4)........... 830 754 1,300 1,361 1,055 509 2,326
------- ------- ------- ------- ------- ------- -------
Pro forma net income........ $ 1,354 $ 1,231 $ 2,121 $ 2,220 $ 1,650 $ 796 $ 3,637
======= ======= ======= ======= ======= ======= =======
Pro forma basic net income
per common share(5).......
Pro forma diluted net income
per common share(5).......
Weighted average common
shares outstanding(5).....

<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-------------------------------------------
PRO FORMA
COMBINED CONSOLIDATED AS ADJUSTED
1997(1) 1998(1) 1998(3)
----------- --------------- -----------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues........ $16,481 $21,078 $21,078
Direct costs of therapy
services.................. 7,547 10,178 10,178
------- ------- -------
Treatment center
contribution.............. 8,934 10,900 10,900
General and
administrative............ 5,058 6,825 6,825
------- ------- -------
Operating income............ 3,876 4,075 4,075
Interest expense............ 870 1,397 --
Other income................ 49 152 152
------- ------- -------
Net income.................. 3,055 2,830 4,227
Pro forma provision for
income taxes(4)........... 1,161 1,104 1,649
------- ------- -------
Pro forma net income........ $ 1,894 $ 1,726 $ 2,578
======= ======= =======
Pro forma basic net income
per common share(5).......
Pro forma diluted net income
per common share(5).......
Weighted average common
shares outstanding(5).....
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, JUNE 30,
------------------------------------------------------- -----------------------------------------
COMBINED(1)
------------------------------------- CONSOLIDATED COMBINED CONSOLIDATED PRO FORMA
1993 1994 1995 1996 1997(1) 1997(1) 1998(1) 1998(6)
------- ------- ------- ------- --------------- ----------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)... $ 25 $(1,683) $(1,916) $(3,040) $(4,645) $(3,153) $(6,301) $(8,801)
Total assets................ 24,561 35,436 31,298 35,596 48,852 38,100 59,238 59,238
Total debt.................. 13,625 22,049 18,351 20,441 28,774 23,343 36,142 36,142
Total shareholders'
equity.................... 8,564 9,379 10,196 10,420 15,851 12,070 18,231 15,501

<CAPTION>
AS OF
JUNE 30,
--------------
PRO FORMA AS
ADJUSTED
1998(6)(7)
--------------
<S> <C>
BALANCE SHEET DATA:
Working capital (deficit)...
Total assets................
Total debt..................
Total shareholders'
equity....................
</TABLE>

26
<PAGE> 28

(1) Prior to August 1, 1997, the Company's business was operated through the
Predecessor Companies. On August 1, 1997, the Company issued 8,000,000
shares of Common Stock to the original shareholders and partners of the
Predecessor Companies in the Exchange Transaction, and the Predecessor
Companies became wholly-owned subsidiaries of the Company. For accounting
purposes, the Predecessor Companies that substantially were identically
owned were combined in a recapitalization and treated as the acquiror of the
remaining entities. As a result, the net assets of the Predecessor Companies
that were substantially identically owned were carried forward at historical
basis while the net assets of the remaining entities were recorded at fair
market value using the purchase method of accounting. The combined results
of the Predecessor Companies are presented for the years ended December 31,
1993, 1994, 1995 and 1996, for the six months ended June 30, 1997 and for
the seven months ended July 31, 1997. The consolidated results of the
Company for the five months ended December 31, 1997 and for the six months
ended June 30, 1998 reflect the change in basis for the Predecessor
Companies and depreciation and amortization since July 31, 1997.

(5) Reflects the pro forma earnings per share assuming an increase in the
weighted average number of outstanding shares to the extent necessary to
repay existing indebtedness and to pay the S Corporation Distribution. See
Notes 2 and 16 of the Notes to Unaudited Supplemental Combined and
Consolidated Financial Statements.

(6) After giving effect to the S Corporation Distribution and to the recognition
of a net deferred tax liability of $230,000 resulting from the termination
of the Company's S Corporation status. See "Use of Proceeds" and Notes 2 and
16 of the Notes to Unaudited Supplemental Combined and Consolidated
Financial Statements.

(7) After giving effect to the Offering (assuming an initial public offering
price of $ per share) and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."

27
<PAGE> 29

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Included in this Prospectus are both Consolidated Financial Statements of
the Company and Unaudited Supplemental Combined and Consolidated Financial
Statements of the Company. For the reason given below, the following discussion
of results of operations and financial condition is based upon and should be
read in conjunction with the Company's Unaudited Supplemental Combined and
Consolidated Financial Statements and Notes thereto and the Selected
Supplemental Financial Data. As a result of the Exchange Transaction, on August
1, 1997, the Predecessor Companies became wholly-owned subsidiaries of the
Company. For accounting purposes, 21 of the Predecessor Companies which were
substantially identically owned were combined in a recapitalization and treated
as the acquiror of the 18 remaining companies using the purchase method of
accounting. Therefore, prior to the Exchange Transaction, the Consolidated
Financial Statements reflect the results of the 21 entities and only include the
18 acquired companies after August 1, 1997. The Unaudited Supplemental Combined
and Consolidated Financial Statements include all 39 Predecessor Companies for
all periods prior to the Exchange Transaction on a combined basis. As the 39
Predecessor Companies were managed and operated as a combined entity, the
Company believes that the Unaudited Supplemental Combined and Consolidated
Financial Statements permit a more meaningful comparison of the periods
presented and provide a more useful historical perspective on the development of
the Company's business by its common management by eliminating substantial
increases in compared items which resulted only from the inclusion of the 18
acquired companies.

OVERVIEW

The Company began operating radiation therapy centers in 1983 and currently
operates 21 centers clustered into eight regional networks in Florida, New York
and Nevada. Of these 21 centers, ten centers were internally developed, seven
were acquired and four are hospital-based. While the Company provides a full
spectrum of radiation therapy services, over 85% of net service revenues are
related to external beam treatments. For the six month period ending June 30,
1998, the centers collectively averaged over 650 daily external beam treatments
to cancer patients.

Where the corporate practice of medicine is not prohibited, including
Florida, the Company derives its net service revenues through fees earned for
the provision of the professional and technical components of radiation therapy
services. Many states prohibit the corporate practice of medicine, including New
York and Nevada where the Company currently operates and other states where the
Company expects to expand. At its Yonkers, New York and Las Vegas, Nevada
centers, the Company derives its fees from Administrative Services Agreements
with professional corporations by providing various management and
administrative services. The Company employs the radiation oncologists at its
Florida centers. The professional corporations with which it has agreements, and
which are owned by certain shareholders of the Company, employ the radiation
oncologists at its two Yonkers, New York centers and two Las Vegas, Nevada
centers. The Administrative Services Agreements between the Company and the
professional corporations have initial terms of 25 years with automatic
five-year extensions thereafter. The Company is paid a fixed monthly management
fee, renegotiated annually, which is based on the levels of services provided by
the Company. As the Company expands into additional states, it will consider
other forms of permitted fee arrangements, including where available those based
on a percentage of center revenues.

The Company clusters its centers into regional networks to maximize net
service revenues and operating income. By having multiple centers in a region,
the Company obtains a larger share of the market by capturing a greater number
of referrals and managed care contracts. Operating efficiencies are achieved at
the regional level through the sharing of certain personnel including
dosimetrists, physicists, engineers, block cutters and patient representatives
and, at the corporate level, by centralizing functions such as billing and
coding, managed care negotiation, purchasing and recruiting. Efficiencies are
also realized at the regional level by sharing equipment, including 3-D
treatment planning and other advanced equipment.

The Company's growth strategy is to expand its existing regional networks
and add new regional networks, which has consistently resulted in increases in
net service revenues. The Company's operating strategy also has

28
<PAGE> 30

resulted in consistent increases in operating income. Net service revenues have
increased by $15.8 million, or a compound annual growth rate ("CAGR") of 17.2%,
from $17.8 million in 1993 to $33.6 million in 1997, and operating income has
increased by $3.1 million, or a CAGR of 21.2%, from $2.7 million in 1993 to $5.8
million in 1997. These increases have been primarily driven by an increase in
the number of average daily external beam treatments which have increased by
270, or a CAGR of 17.9%, from 290 in 1993 to 560 in 1997. The Company plans to
continue to expand its regional networks by adding internally developed centers,
acquiring new centers and forming alliances, joint ventures or other
arrangements with hospitals.

A typical center achieves break-even profitability at an average of 15 to
20 daily external beam treatments. This level of treatment volume generally
covers the fixed costs associated with a center, including the non-variable
component of the cost of the radiation oncologist, the center-based technicians
and other center personnel, occupancy cost and other center expenses. There are
few variable costs associated with patient treatment. Therefore, after achieving
break-even treatment volume, center profitability improves significantly until
the growth in treatment volume at a center matures.

As a regional network grows and the centers within the region mature,
treatment center contribution and profitability of the centers typically
increase. Conversely, when a region is first established and the centers have
not yet achieved break-even daily treatment volume, the Company's overall
treatment center contribution may be adversely impacted. For example, during the
first six months of 1998, net service revenues grew by 27.9%, while treatment
center contribution grew by only 22.0% as compared to the first six months in
1997. The lower rate of treatment center contribution growth was due to the
effects of developing new regional networks, consisting of two centers in Las
Vegas, Nevada and two centers in Yonkers, New York since mid-1997. Without the
effects of these new regional networks, net service revenues and treatment
center contribution both would have grown at approximately 19.5%.

Exchange Transaction

The Company's principal predecessor was formed in the early 1980s to own
and operate a radiation therapy center in Fort Myers, Florida. As this company
prospered, its physician owners began to buy and build additional radiation
therapy centers, generally using additional corporations and partnerships to
operate each center and own the related real estate. By late 1996, the Initial
Shareholders owned a network of 26 corporations, 12 general partnerships and one
limited partnership to operate the various centers.

The Predecessor Companies were under common management. Prior to August
1997, 21 of the Predecessor Companies were controlled by five of the Initial
Shareholders who had substantially equal ownership interests. As a result of the
Exchange Transaction on August 1, 1997, the Predecessor Companies became
wholly-owned subsidiaries of the Company. For accounting purposes, 21 of the
commonly owned companies were combined in a recapitalization and treated as the
acquiror of the 18 remaining entities. As a result, the net assets of the 21
companies were carried forward at an historical basis while the net assets of
the 18 remaining entities deemed to be acquired were recorded at fair market
value using the purchase method of accounting. The five Initial Shareholders
received 5,781,464 shares of the Company's Common Stock in the recapitalization.

For accounting purposes, the fair value of the 18 acquired corporations and
partnerships was approximately $7.8 million and the acquired corporations and
partnerships were deemed to have been acquired through the issuance of 2,218,536
shares of Common Stock to the Initial Shareholders. The purchase price was
allocated as follows: $6.3 million to net tangible assets and $1.5 million to
goodwill and other intangible assets.

The 1997 pro forma results of operations represent the combined results of
the Predecessor Companies for the seven months ended July 31, 1997 and the
consolidated results of the Company for the five months ended December 31, 1997,
which reflect the change in basis for the combined Predecessor Companies and
depreciation and amortization expense assuming the Exchange Transaction had
occurred on January 1, 1997. As a result, the pro forma 1997 results include a
full year of depreciation and amortization expense in 1997 on the step-up in
basis rather than the five months of depreciation and amortization expense
actually incurred by the Company in 1997.

29
<PAGE> 31

Internally Developed Centers

The Company opened one internally developed center in 1992, two centers in
1993 and one center in 1996, each located in Florida, and one center in 1997
located in New York. In March 1998, the Company opened an internally developed
center located in Venice, Florida. The Company has a center in North Naples,
Florida under development, which is expected to open in the third quarter of
1999. The cost of opening internally developed centers has ranged from $2.5
million to $3.9 million, depending on the center's size and location. The total
amount represents the cost of real estate, building and equipment. Internally
developed centers usually take approximately six months to develop and open and
have typically achieved profitability within six to twelve months of opening.

Acquired Centers

The Company's acquisitions include one center in 1991, one center in 1993
and two centers in 1994, all located in Florida. In 1997, the Company
established a new regional network through the acquisition of two centers
located in Las Vegas, Nevada. In March 1998, the Company added to its existing
regional network in Westchester County, New York, through the acquisition of
substantially all the assets of one center located in Yonkers, New York. The
Company currently plans to establish in the fourth quarter of 1998 a new
regional network through the acquisition of the assets of a center in Berlin,
Maryland for aggregate consideration of approximately $3.9 million.

The Nevada and New York acquisitions were accounted for under the purchase
method of accounting, which resulted in the recording of approximately $3.5
million of intangible assets which are being amortized over 25 years. The
aggregate consideration for the purchase of these three centers was
approximately $8.5 million, consisting of approximately $3.3 million in cash
financed through bank borrowings and $5.2 million of assumed liabilities. The
Maryland acquisition also is expected to be accounted for under the purchase
method of accounting. Had the New York, Nevada and Maryland acquisitions each
occurred on January 1, 1998, the Company estimates that the combined effect
would have been to generate approximately $5.0 million in net service revenues
for 1998.

The Company has Administrative Services Agreements with professional
corporations in New York and Nevada pursuant to which the Company is the sole
provider of business and administrative services for the non-professional
aspects of the practices. These agreements obligate the Company to provide
certain facilities and equipment, accounting services, billing and collection
services, management and administrative personnel, assistance in managed care
contracting and assistance in public relations. Concurrently with the
acquisition of the Berlin, Maryland center, the Company expects to enter into an
Administrative Services Agreement with a related Maryland professional
corporation.

Hospital-Based Centers

The Company currently operates four hospital-based centers, two located in
southeast Florida and two located in Utica, New York. At one of the Florida
centers, the Company provides the services of its radiation oncologists to the
hospital and receives the professional fee charged for such services. At the
other hospital-based Florida center, the Company provides management services
for an annual fixed fee and charges an hourly rate for physics, dosimetry and
transcription and a fixed amount for 3-D treatment plans. In 1998, the Company
entered into a joint venture arrangement with a hospital in Utica, New York. The
Company has a 40% interest in the joint venture, which provides the facilities
and equipment for two centers. The Company also manages the two centers pursuant
to an agreement with the hospital. A professional corporation owned by certain
of the Company's shareholders provides the radiation oncologists for these
centers.

Certain Trends

The Company's future financial results are likely to be impacted by many
factors, including (i) increased amortization of intangible assets which may
arise as a result of acquisitions, (ii) lower interest expense in the immediate
future due to the repayment of debt from the net proceeds of this Offering,
(iii) the Company becoming subject to corporate income taxation at a rate of 39%
due to the termination of its S Corporation status
30
<PAGE> 32

at the time of the Offering and (iv) a modest decline in general and
administrative expense as a percentage of net service revenues due to the
Company's previous investments in management, information systems and other
infrastructure requirements in preparation for the Offering and in anticipation
of future growth. In addition, in connection with the Offering, the Company
entered into employment agreements with certain key shareholder-physicians, the
effect of which will be to reduce compensation expense by approximately $1.5
million per annum effective from the closing of the Offering. To the extent that
the Company grants stock options to physicians employed by professional
corporations with which the Company has entered into Administrative Service
Agreements, accounting guidelines may require the recognition of non-cash
expense in future financial statements.

Additionally, unlike reimbursement levels for many services provided in the
medical industry, Medicare rates for services provided at the Company's centers
have remained relatively constant over the past several years. At the beginning
of 1998, however, such reimbursement rates increased 8% and there is a proposal
for an annual reduction of approximately 4% for each of the next five years
beginning on January 1, 1999, unless prevented by Congressional action. In
addition to Medicare reimbursements, the proposed change would also likely
reduce reimbursements from commercial payors whose reimbursement rates are based
on Medicare rates. Approximately 60% of the Company's total net service revenues
would be effected.

The Company's provision for bad debts approximated 1.3% and 1.4% of net
service revenues in 1995 and 1996, respectively. The Company increased its
provision from $403,000 in 1996 to $1,065,000 in 1997, reflecting an increase in
the amount and age of its receivable balances, particularly its self-pay
accounts. As a result, the Company's provision for bad debts as a percentage of
net service revenue increased to 3.2% for 1997 and to 2.8% for the six months
ended June 30, 1998. As part of its strategy for maintaining strong
relationships with referring physicians, the Company treats uninsured patients
who are referred from time to time to the Company's radiation oncologists. While
there can be no assurance, the Company expects the provision for bad debts, as a
percent of net service revenues, to approximate 2% in the future.

SEASONALITY

A significant portion of the Company's radiation therapy centers,
particularly those in Florida, are subject to fluctuations in results of
operations due to seasonal variations in population. Population levels increase
during the winter months in those locations and the demand for radiation therapy
during these months also increases. As a result, the Company historically has
experienced, and expects to continue to experience, quarterly fluctuations in
net service revenues and net income, with higher amounts in the first and fourth
quarters. The Company has a high level of fixed operating costs which cannot be
reduced at times of lower demand.

PAYOR MIX

The Company's sources of net service revenues, or payor mix, for the years
1995 to 1997 and the six month periods ended June 30, 1997 and 1998 were as
follows:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31 ENDED JUNE 30
----------------------- --------------
1995 1996 1997 1997 1998
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Government.............................. 44.8% 49.7% 45.2% 49.2% 46.8%
Commercial.............................. 51.5% 47.4% 52.2% 48.1% 50.8%
Private................................. 3.7% 2.9% 2.6% 2.7% 2.4%
</TABLE>

Government sources consist primarily of Medicare and Medicaid. Medicare
reimbursement rates are determined by the U.S. Healthcare Financing
Administration and are somewhat lower than the Company's normal charges.
Medicaid reimbursement rates are less than one-half of the Medicare rates.
Medicare typically represents more than 95% of the Company's government source
revenues.

Commercial sources include private health insurance and other health
benefit programs. The Company is aggressively and increasingly entering into
contracts with HMOs and preferred provider organizations by

31
<PAGE> 33

granting discounts to such organizations in return for the patient volume they
provide. The Company expects a continuing increase in the number of patients
covered by contracts with such organizations.

Most of the Company's commercial revenues are from managed care business
and are attributable to contracts where a set fee is negotiated relative to
services provided at the Company centers. In these cases, the Company does not
bear the risk of over-utilization of services by patients. Less than 5% of the
Company's net service revenues are attributable to contracts where the Company
bears utilization risk. With those capitated contracts, a fixed payment is
received by a center per member, per month, for a pre-determined benefit level
of services, as negotiated between the Company and the third party payor.
Although the terms and conditions of the Company's managed care contracts vary
considerably, they are typically for a one-year term. See "Risk
Factors -- Dependence upon Medicare and Other Third Party Payors; Reimbursement
Risks."

Private sources are payments from patients who are not covered by
government or commercial sources.

RESULTS OF OPERATIONS

Results of Operations periods are compared on the basis of the Unaudited
Supplemental Combined and Consolidated Financial Statements rather than the
Consolidated Financial Statements since the Company believes that this
presentation results in the most meaningful comparison of the periods presented
and that it provides a useful historical perspective on the development of the
Company's business by its common management. See Unaudited Supplemental Combined
and Consolidated Financial Statements.

The following table sets forth certain supplemental financial data of the
Company expressed as a percentage of net service revenues for the periods
indicated. The pro forma data for the year ended December 31, 1997 represents
the combined results of the Predecessor Companies for the seven months ended
July 31, 1997 and the consolidated results of the Company for the five months
ended December 31, 1997, which reflect the change in basis for the Predecessor
Companies deemed to be acquired and the corresponding depreciation and
amortization expense assuming the Exchange Transaction had occurred on January
1, 1997.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------- --------------
1995 1996 1997 1997 1998
----- ----- ----- ----- -----
(PRO FORMA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net service revenues.............................. 100.0% 100.0% 100.0% 100.0% 100.0%
Direct costs of therapy services.................. 48.4 48.4 49.7 45.8 48.3
----- ----- ----- ----- -----
Treatment center contribution................... 51.6 51.6 50.3 54.2 51.7
General and administrative........................ 33.2 33.7 33.0 30.7 32.4
----- ----- ----- ----- -----
Operating income................................ 18.4 17.9 17.3 23.5 19.3
Interest expense.................................. 5.7 5.6 6.2 5.3 6.6
Other income...................................... 0.7 0.5 0.5 0.3 0.7
----- ----- ----- ----- -----
Net income...................................... 13.4 12.8 11.6 18.5 13.4
Pro forma provision for income taxes.............. 5.1 4.9 4.7 7.0 5.2
----- ----- ----- ----- -----
Pro forma net income.............................. 8.3% 7.9% 6.9% 11.5% 8.2%
===== ===== ===== ===== =====
</TABLE>

SIX MONTHS ENDED JUNE 30, 1998 CONSOLIDATED COMPARED TO SIX MONTHS ENDED JUNE
30, 1997 COMBINED

Net Service Revenues. Net service revenues increased by $4.6 million, or
27.9%, from $16.5 million in 1997 to $21.1 million in 1998. Approximately $3.2
million of the increase was attributable to growth in existing regions. Existing
regions are defined as regions that have been in operation throughout the
periods compared ("same region"). Same region growth of 19.5% primarily resulted
from the growth of advanced treatment services, a Medicare fee increase and an
increase in external beam treatment volume. External beam treatment volume
increased in part due to the March 1998 opening of an internally developed
center in Venice, Florida.

32
<PAGE> 34

Approximately $1.4 million of the increase was attributable to new regions. New
regions are defined as regions that were not in operation throughout the periods
compared ("new regions"). The increase in new regions was due to the Company's
expansion into one new region in New York and one in Nevada. Specifically, the
Company acquired two centers in Nevada in July 1997 and completed the internal
development of a center in Yonkers, New York in June 1997. Additionally, a
significant portion of new region growth reflects the March 1998 acquisition of
a treatment center in Yonkers, New York, which was added to the Company's
existing New York regional network.

Treatment Center Contribution. Treatment center contribution increased by
$2.0 million, or 22.0%, from $8.9 million in 1997 to $10.9 million in 1998 and
decreased as a percentage of net service revenues ("contribution margin") by 2.5
percentage points from 54.2% in 1997 to 51.7% in 1998. Treatment center
contribution margin on a same region basis was 54.5% in 1997 and 54.4% in 1998.
New regions contributed $221,000 in treatment center contribution in 1998. The
lower treatment center contribution margin of Nevada and New York was partially
offset by a favorable treatment center contribution from the acquisition of a
center in New York which was more consistent with the Company's established
regions. A change at the end of 1997 in the practicing radiation oncologist
servicing the Nevada centers resulted in a reduction in the number of patients
receiving treatment at these centers. The number of patients receiving treatment
at the Nevada centers has increased since the current radiation oncologist has
been servicing such centers, and the number of daily treatments neared the
break-even point in August 1998. The internally developed center in New York,
opened in mid-1997, achieved a break-even treatment volume during the second
quarter of 1998.

General and Administrative. General and administrative expenses increased
by $1.7 million, or 34.9%, from $5.1 million in 1997 to $6.8 million in 1998.
General and administrative expenses consist of salaries and fringe benefits,
corporate depreciation and amortization, bad debts, office rent, accounting and
legal, consultant services, insurance, office supplies, repairs and maintenance,
taxes and other expenses. As a percentage of net service revenues, general and
administrative expenses increased from 30.7% in 1997 to 32.4% in 1998. The
increase reflects the addition of employees to support future growth, including
the Company's preparation for an initial public offering. Specifically, salaries
and benefits increased $890,000 reflecting the addition of a chief financial
officer and a director of mergers and acquisitions, as well as increased
administrative staff supporting the billing and coding functions, among other
staff positions. Depreciation and amortization increased by $324,000 principally
due to acquisitions completed since June 30, 1997. Other increases of $500,000
were in telephone, professional services, insurance, travel, bad debts and
miscellaneous expenses resulting from the Company's growth.

Operating Income. Operating income increased by $199,000, or 5.1%, from
$3.9 million in 1997 to $4.1 million in 1998 and decreased as a percentage of
net service revenues from 23.5% to 19.3% as a result of the factors discussed
above.

Interest Expense. Interest expense increased $527,000, or 60.6%, from
$870,000 in 1997 to $1.4 million in 1998. The increase was due primarily to
additional borrowings to fund the acquisition of treatment centers in New York
and Nevada and the construction and equipping of internally developed treatment
centers in Florida and New York.

Other Income. Other income increased by $103,000, or 208.0%, from $49,000
in 1997 to $152,000 in 1998. Other income consists of grants and other revenues
not related to therapy services. The largest component of the increase was a
$45,000 grant from the National Institute of Health for developing data
management software for clinical treatment field sites.

YEAR ENDED DECEMBER 31, 1997 PRO FORMA COMPARED TO YEAR ENDED DECEMBER 31, 1996
COMBINED

Net Service Revenues. Net service revenues increased by $5.6 million, or
20.1%, from $28.0 million in 1996 to $33.6 million in 1997. On a same region
basis, the Company's growth in net service revenues was $2.3 million, or 8.8%.
The increase resulted from growth in daily external beam treatment volume offset
by a slight reduction in Medicare fee levels. New regions contributed $3.3
million of the increase. Most of this

33
<PAGE> 35

increase was contributed by growth in the Company's internally developed center
in Sarasota, Florida, which opened in March 1996. The remainder of the increase
resulted from the acquisition of two centers in June 1997 and the opening of an
internally developed center in July 1997.

Treatment Center Contribution. Treatment center contribution increased by
$2.5 million, or 17.1%, from $14.5 million in 1996 to $16.9 million in 1997 and
decreased as a percentage of net service revenues by 1.3 percentage points from
51.6% in 1996 to 50.3% in 1997. Contribution margin on a same region basis was
52.6% in 1996 and 49.3% in 1997. The decrease in contribution margin resulted
from higher costs relating to the introduction of new technology, including 3-D
computerized treatment planning systems, and the cost of supplies for seed
implants used in the treatment of prostate cancer. Increases in salaries and
staffing also contributed to the decrease in margin. New regions contributed
$2.2 million to treatment center contribution. This increase principally
resulted from growth in treatment volume at the Sarasota, Florida internally
developed center and treatment center contribution from the acquisition of two
centers in Nevada in June 1997.

General and Administrative. General and administrative expenses increased
by $1.7 million, or 17.9%, from $9.4 million in 1996 to $11.1 million in 1997.
As a percent of net service revenues, general and administrative expenses
decreased from 33.7% in 1996 to 33.0% in 1997. Salaries and benefits increased
$632,000 and reflect staff additions for business growth and the cancellation of
contracts for previously outsourced billing and collection services. Staff
additions also were made in the accounting and information systems areas to
support the Company's growth. Bad debts increased by $662,000, reflecting
management's review of the Company's aged accounts receivable and a
strengthening of its reserves.

Operating Income. Operating income increased by $785,000, or 15.6%, from
$5.0 million in 1996 to $5.8 million in 1997 and decreased as a percentage of
net service revenues from 17.9% to 17.3% as a result of the factors discussed
above.

Interest Expense. Interest expense increased by $502,000, or 32.1%, from
$1.6 million in 1996 to $2.1 million for 1997. The increase was due primarily to
additional borrowings in 1997 of approximately $8.3 million for acquisitions and
the construction of new treatment centers in New York and Sarasota.

Other Income. Other income increased by $34,000, or 27.4%, from $125,000 in
1996 to $159,000 in 1997.

YEAR ENDED DECEMBER 31, 1996 COMBINED COMPARED TO YEAR ENDED DECEMBER 31, 1995
COMBINED

Net Service Revenues. Net service revenues increased by $2.6 million, or
10.0%, from $25.4 million in 1995 to $28.0 million in 1996. On a same region
basis the Company's growth in net service revenues was $860,000, or 3.4%, and
resulted from growth in daily treatment volume partially offset by new
competition at one operating region. The Company's entry to a new region in
Florida contributed $1.7 million to the growth in net service revenues.

Treatment Center Contribution. Treatment center contribution increased by
$1.3 million, or 10.2%, from $13.1 million in 1995 to $14.4 million in 1996 and
was 51.6% as a percentage of net service revenues in both years. Contribution
margin on a same region basis was 51.6% in 1995 and 52.6% in 1996. Treatment
volume increased while reimbursement rates remained at the same levels as 1995.
New regions contributed $607,000 in center contribution.

General and Administrative. General and administrative expenses increased
by $1.0 million, or 11.7%, from $8.4 million in 1995 to $9.4 million in 1996. As
a percentage of net service revenues, general and administrative expense
increased from 33.2% in 1995 to 33.7% in 1996. On-going expenses for a new
operating region, general increases in salaries and costs associated with
terminating several consulting agreements are the principal contributors to the
increase.

Operating Income. Operating income increased by $351,000, or 7.5%, from
$4.7 million in 1995 to $5.0 million in 1996 and decreased as a percentage of
net service revenues from 18.4% to 17.9% as a result of the factors discussed
above.

34
<PAGE> 36

Interest Expense. Interest expense increased by $103,000, or 7.0%, from
$1.5 million for 1995 to $1.6 million for 1996. The increase is primarily due to
additional borrowings to finance the construction of a new treatment center in
Sarasota, Florida.

Other Income. Other income decreased by $88,000, or 41.1%, from $213,000 in
1995 to $125,000 in 1996.

QUARTERLY FINANCIAL INFORMATION

The following table sets forth certain unaudited quarterly operating data
for each of the Company's last four quarters as well as such data expressed as a
percentage of revenues for the periods indicated. This information has been
prepared by the Company on a basis consistent with the Company's Unaudited
Supplemental Combined and Consolidated Financial Statements and includes all
adjustments (consisting of normal and recurring adjustments) that management
considers necessary for a fair presentation of the data. These quarterly results
are not necessarily indicative of future results of operations. This information
should be read in conjunction with the Unaudited Supplemental Combined and
Consolidated Financial Statements and Notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------------------
DEC. 31, MAR. 31, JUNE 30,
SEPT. 30, 1997(1) 1997 1998 1998
----------------- -------- -------- --------
<S> <C> <C> <C> <C>
Net service revenues......................... $7,801 $9,344 $10,904 $10,174
Direct costs of therapy services............. 4,278 4,812 5,024 5,154
------ ------ ------- -------
Treatment center contribution.............. 3,523 4,532 5,880 5,020
General and administrative................... 2,891 3,141 3,419 3,406
------ ------ ------- -------
Operating income........................... 632 1,391 2,461 1,614
Interest expense............................. 547 649 615 782
Other income................................. 65 45 83 69
------ ------ ------- -------
Net income................................. 150 787 1,929 901
Pro forma provision for income taxes......... 59 307 753 351
------ ------ ------- -------
Pro forma net income......................... $ 91 $ 480 $ 1,176 $ 550
====== ====== ======= =======
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------------------
DEC. 31, MAR. 31, JUNE 30,
SEPT. 30, 1997(1) 1997 1998 1998
----------------- -------- -------- --------
<S> <C> <C> <C> <C>
Net service revenues......................... 100.0% 100.0% 100.0% 100.0%
Direct costs of therapy services............. 54.8 51.5 46.1 50.7
------ ------ ------- -------
Treatment center contribution.............. 45.2 48.5 53.9 49.3
General and administrative................... 37.1 33.6 31.4 33.5
------ ------ ------- -------
Operating income........................... 8.1 14.9 22.5 15.8
Interest expense............................. 7.0 7.0 5.6 7.7
Other income................................. 0.8 0.5 0.8 0.7
------ ------ ------- -------
Net income................................. 1.9 8.4 17.7 8.8
Pro forma provision for income taxes......... 0.8 3.3 6.9 3.4
------ ------ ------- -------
Pro forma net income......................... 1.1% 5.1% 10.8% 5.4%
====== ====== ======= =======
</TABLE>

- ---------------

(1) The data for the quarter ended September 30, 1997, which is pro forma,
represents the combined results of the Predecessor Companies for the month
ended July 31, 1997 and the consolidated results of the Company for the two
months ended September 30, 1997, which reflect the change in basis for the
Predecessor Companies deemed to be acquired and the corresponding
depreciation and amortization expense assuming the Exchange Transaction had
occurred on January 1, 1997.

35
<PAGE> 37

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources information is presented on the basis of
the Unaudited Supplemental Combined and Consolidated Financial Statements rather
than the Consolidated Financial Statements since the Company believes that this
presentation is the most meaningful and that it provides a useful historical
perspective on the development of the Company's business by its common managers.
See Unaudited Supplemental Combined and Consolidated Financial Statements.

The Company has historically financed its operations, capital expenditures
and acquisitions through a combination of commercial borrowings, cash generated
from operations, shareholder loans and seller financing. Net cash provided by
operating activities for the years ended December 31, 1995, 1996, 1997 and for
the six months ended June 30, 1998 was $6.3 million, $5.2 million, $6.0 million
and $3.3 million, respectively. Net cash provided by operating activities for
1995, 1996, 1997 and for the six months ended June 30, 1998 consisted primarily
of net income, plus non-cash charges to operations, and increases in accounts
payable offset by increases in accounts receivable.

Net cash used in investing activities for 1995, 1996, 1997 and the six
months ended June 30, 1998 was $938,000, $1.2 million, $2.6 million and $1.1
million, respectively, and was used primarily for the purchase of property and
equipment. Net cash used in financing activities for the years ended December
31, 1995, 1996, 1997 and the six months ended June 30, 1998 was $9.3 million,
$3.9 million, $2.6 million and $2.4 million, respectively. The decrease was
primarily due to repayments of debt and distributions to shareholders in
connection with the Company's election to be taxed as an S Corporation for
federal and state income tax purposes.

On September 30, 1997, the Company entered into a revolving line of credit
agreement with SouthTrust Bank, which provided $5.0 million for acquisitions and
business expansion. The interest rate on the line of credit is 8.0% per annum
and the line is payable September 30, 1998. Amounts borrowed pursuant to the
line of credit are secured by working capital and personally guaranteed by
certain of the Company's shareholders. The line of credit contains negative and
affirmative covenants and agreements restricting the Company's disposition of
assets as well as requiring the maintenance of cash flow and other financial
ratios. As of June 30, 1998, the Company had available approximately $0.7
million for borrowing under the line of credit.

As of June 30, 1998, the Company had other outstanding borrowings
aggregating $31.8 million, including $9.0 million under various lines of credit,
$16.2 million under secured and amortizing arrangements with commercial banks,
$4.4 million under asset purchase agreements with financing companies and $2.2
million from related parties. The interest rates on outstanding borrowings range
from 8.0% to 8.5% for the lines of credit, bank debt and related party debt, and
from 8.3% to 10.8% for borrowings from finance companies.

On August 21, 1998, the Company obtained a commitment from First Union
National Bank (an affiliate of Wheat First Union) to provide a revolving credit
facility in the principal amount of $45.0 million for 364 days, to be extended
to 3 years upon completion of a qualified initial public offering by the
Company. The commitment is subject to customary contingencies. The terms and
conditions of the revolving credit facility will be similar to those under the
Company's current line of credit, except that personal guarantees by
shareholders of the Company will not be required. The Company expects to repay
all outstanding borrowings, other than for asset purchase agreements and amounts
due to related parties, upon the closing of the revolving credit facility. The
borrowings for asset purchase agreements and amounts due to related parties and,
to the extent possible, amounts drawn under the $45.0 million revolving credit
facility are expected to be repaid from the net proceeds of the Offering. Based
upon amounts outstanding on June 30, 1998 and assuming net offering proceeds of
$ million, the Company expects to have $ million in
outstanding borrowings and $ million available under the credit
facility after the Offering, with all other debt having been repaid.

In connection with the Exchange Transaction and pursuant to the terms of
transfer agreements among the Company, the Predecessor Companies and the Initial
Shareholders, a total of 8,000,000 shares of Common Stock was issued to the
Initial Shareholders. In connection with its acquisitions, the Company has
principally paid consideration in the form of cash and seller notes. The Company
currently expects to continue this acquisition

36
<PAGE> 38

financing model in the future, although the Company could utilize its stock in
connection with acquisitions when management determines such use to be
appropriate and expects the transaction to be accretive to earnings.

Based upon the Company's anticipated capital needs for operation of its
business, general corporate purposes and anticipated expansion, management
believes that the combination of funds available from the net proceeds of the
Offering, the new $45.0 million credit facility, the Company's operations and
seller financing will be sufficient to meet the Company's funding requirements
for a period of approximately 18 months. After such period, or in the event the
Company's capital expenditures are greater than currently expected and to the
extent additional capital resources are needed, the Company expects to utilize
supplemental borrowings to the extent available and/or net proceeds from the
future offering of debt or equity securities.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS:

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130), effective for fiscal years beginning after December 15,
1997. SFAS 130 establishes standards for reporting and disclosure of
comprehensive income and its components in a full set of financial statements.
This statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not expect the standard to have a
significant impact on its reporting practices.

Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" (SFAS 131), was issued in
June 1997 and is effective for fiscal years beginning after December 15, 1997.
SFAS 131 establishes standards for reporting information about operating
segments in annual financial statements and interim financial reports issued to
shareholders. Generally, certain financial information is required to be
reported on the basis that is used internally for evaluating performance of and
allocation of resources to operating segments. The Company has not previously
issued formal interim financial reports to its shareholders, but intends to
implement SFAS 131 when it becomes a public company.

Statement of Financial Accounting Standards No. 132, "Employers' Disclosure
about Pensions and Other Postretirement Benefits" (SFAS 132), was issued in
February 1998 and is effective for periods ending after December 15, 1998. This
Statement revises employers' disclosures about pension and other postretirement
benefit plans. It does not change the measurement or recognition of those plans.
It standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis, and eliminates certain disclosures that
are no longer as useful as they were when FASB Statements No. 87, "Employers'
Accounting for Pensions," No. 88, "Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," were issued. The Company does not expect the standard to have a
significant impact on its reporting practices.

Statement of Financial Accounting Standards No. 133," Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133), was issued in June
1998 and is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. This Statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The Company does not expect the standard to have a
significant impact on its reporting practices.

YEAR 2000 ISSUES

The Company has assessed the potential impact on its business of issues
arising as a result of the Year 2000. The Company uses three main information
technology systems. The Year 2000 compliant modules for the Company's general
ledger system are scheduled to be released later this year and will be purchased
by the Company when available. The Company already has acquired a Year 2000
compliant upgrade for its medical management system and its desktop operating
system is already Year 2000 compliant. The Company estimates
37
<PAGE> 39

that approximately $100,000 will be required to complete these upgrades and
expects that the necessary modifications will be completed by early 1999, with
testing and verification to take place immediately thereafter. The Company also
has completed a survey of all of its equipment and non-information technology
systems and has determined that no significant modifications are necessary for
Year 2000.

The principal Year 2000 risks to the Company arise as a result of its
dependence on governmental and numerous other third party payors for over 95% of
its net service revenues. If these payors do not successfully implement their
own Year 2000 programs, the Company may not be reimbursed in a timely or proper
manner for its services. The consequences to the Company will depend on the
extent of third party failures, and could range from relatively minor cash
delays to serious shortfalls which could have a material impact on the Company's
overall financial condition. The Company believes that these payors will be
under significant pressure to make estimated payment arrangements with
providers. However, there can be no assurance that payment arrangements will be
made.

38
<PAGE> 40

BUSINESS

THE COMPANY

INDUSTRY

Cancer care in the United States constitutes a significant percentage of
healthcare expenditures. The National Cancer Institute estimates that total
cancer costs (including lost productivity and mortality costs) were
approximately $104 billion in 1994, with direct medical costs constituting
approximately $37 billion of that total. According to the American Cancer
Society, the estimated number of cancer cases diagnosed annually in the United
States (excluding certain skin cancers) increased from approximately 771,000 in
1979 to an estimated 1.2 million in 1998. The increase in reported cancer cases
is attributable to such factors as a growing and aging population, exposure to
carcinogens and earlier detection of cancers. The probability of developing
cancer increases significantly with age and, according to the National Cancer
Institute, people over age 65 are ten times more likely to develop cancer than
those under 65. The growth rate of the over-65 age group is nearly triple that
of the under-65 age group. Furthermore, earlier diagnosis and more effective
treatments have increased the relative five-year survival rate of cancer
patients from approximately 39% in 1963 to 56% in 1997.

The Company estimates that the market for radiation therapy is between $4
and $5 billion annually. Radiation therapy treatments are typically performed on
approximately 50% of all cancer patients, both to cure cancer by destroying
cancer cells and, where curing the cancer is not possible, as a palliative
treatment. Radiation therapy is used as a stand-alone cancer treatment and in
conjunction with other treatments. Industry-wide, external beam therapy is
provided to approximately 90% of radiation therapy patients. This therapy
involves exposing the patient to an external source of radiation from a linear
accelerator (which produces radiation artificially, rather than using the
radiation emitted by natural cobalt isotopes). Linear accelerators were
introduced in the early 1970s and the core technology has remained relatively
free of significant change since that time. A course of external beam radiation
therapy treatment normally ranges from 20 to 30 daily treatments. Recently
developed advanced treatments, such as prostate seed implants and high dose rate
remote after-loading, involve the internal placement of radioactive sources in
order to more directly treat malignant cells.

OPERATING STRATEGY

The Company's centers focus exclusively on providing radiation therapy. The
Company's objective is to operate centers that provide the highest quality
radiation therapy services in a patient-friendly and cost-effective manner. The
Company's operating philosophy reflects its core belief that medicine is a
service industry and that the patient is the client. The key elements of the
Company's operating strategy are:

Emphasize Patient Service. The Company is focused on providing superior
patient service to minimize the stress and uncertainty experienced by patients
diagnosed with cancer and to assure referring physicians that their patients
receive the best care available. Patients are seen within 24 hours of referral
and typically begin treatment
39
<PAGE> 41

within several days. The radiation oncologist discusses the proposed treatment,
the possible side effects and the expected results of treatment with the patient
and is available to respond to questions or concerns. The Company's centers are
designed to provide comfortable patient settings at accessible locations with
ample parking. The Company provides other services including van transportation,
nutritional counseling and assistance with reimbursement from third party
payors. The Company uses patient satisfaction surveys to identify continuous
improvement opportunities. The Company believes that these ancillary services
enhance the quality of care provided to patients and differentiate the Company's
centers from those of other radiation therapy providers.

Provide Advanced Treatments and High Quality Care. The Company's centers
provide among the most advanced spectrum of radiation therapy available,
including conventional external beam radiation therapy and newer, advanced
services such as brachytherapy (including prostate seed implants and high dose
rate remote after-loading of radioactive sources) and stereotactic radiosurgery
and radiotherapy. The standard of excellence at the Company's centers is the
result of investment in state-of-the-art equipment, the use of treatment
pathways and leading protocols and the employment of leading radiation
oncologists with national reputations for expertise.

Establish and Maintain Strong Relationships with Referring Physicians. The
Company seeks to develop and maintain strong working relationships with
referring physicians. The Company believes that strong relationships with
referring physicians result in the best possible patient care and also encourage
future referrals to the Company's radiation oncologists. Each of the Company's
radiation oncologists seeks to establish a presence in the medical community and
receives referrals for radiation therapy based on the Company's reputation for
providing a high standard of radiation therapy at its centers, excellent patient
service and the involvement of the referring physician in the treatment of the
patient. The Company familiarizes its existing and potential referring
physicians with new methods of radiation therapy treatments, because the
Company's advanced services often are provided in conjunction with those of the
referring physician.

Recruit and Retain Highly Regarded Radiation Oncologists. The Company
recruits radiation oncologists with excellent academic and clinical backgrounds
and potential for professional growth. The Company's more senior oncologists are
members of numerous professional organizations and have developed national
reputations for excellence. The Company attracts physicians by offering them the
opportunity to develop expertise in advanced treatment procedures and by
enabling them to conduct ongoing research and encouraging them to publish their
results. To facilitate research by its radiation oncologists, the Company
maintains a research department and a patient registry, the Cancer Registry,
which contains detailed data on over 10,000 patients treated at the Company's
centers. The Company's compensation arrangements with radiation oncologists
which it employs include salary, incentives and stock options, and are designed
to provide successful radiation oncologists with compensation above industry
averages.

Enhance Operating Performance and Quality of Care Through
Standardization. During its 15 years of operation, the Company has developed a
standardized operating model which includes proprietary processes and procedures
that have enabled its centers to cost-effectively deliver the highest quality
patient care. These systems have been proven over time and enable the Company to
develop successfully new radiation therapy centers, manage its existing centers
efficiently and integrate acquisitions. The Company has developed a total
quality management program which allows management and the Company's radiation
oncologists to monitor and evaluate the quality of patient care and the
procedures followed at all of the Company's centers. Integral to this program is
the Company's proprietary encrypted wide area network which permits real-time
peer review of prescribed treatments. In addition to established clinical
pathways, the Company has developed a centralization approach that consolidates
certain aspects of operations such as accounting, administration, coding,
billing, collection, marketing and purchasing. The Company believes it achieves
significant economies of scale from the implementation of its operating model.

Develop and Operate Radiation Therapy Center Networks. Management believes
that clustering its centers into regional networks better enables the Company to
maximize revenues, profitability, patient services and quality of care. By
leveraging the other key elements of its operating strategy into regional
networks, the Company is able to provide its services more efficiently and
cost-effectively. Key benefits of regional networks include (i) the ability to
share resources among centers including certain personnel and equipment; (ii)
the ability to market its regional networks to managed care providers; and (iii)
the opportunity to capture greater market

40
<PAGE> 42

share by offering several locations to referring physicians and their patients.
With 15 centers in Florida, the Company has successfully built the largest
radiation oncology presence in the state. The Company intends to enter new
regions that can support such networks.

GROWTH STRATEGY

The Company's strategy is to develop and expand regional networks of
radiation therapy centers. The Company has established five networks in Florida,
two in New York and one in Nevada and is in the process of establishing an
additional network in Maryland. The Company evaluates markets based on
historical and projected patient volumes, demographic characteristics including
concentration of elderly residents, number of Medicare recipients and population
trends, and the market's regulatory and competitive environment.

The Company believes that the national market for radiation therapy
services offers substantial growth opportunities based on (i) the expected
increase in the elderly population; (ii) the highly fragmented market of
radiation therapy providers; (iii) the growth in the provision of advanced
therapy treatments; (iv) the economies of scale and revenue enhancements
available to integrated, cost-efficient providers; and (v) the barriers to new
market entrants created by the significant capital and technology required to
develop treatment centers.

The Company plans to capitalize on these expansion opportunities by
increasing its market penetration in existing regional networks and developing
new regional networks. The Company plans to develop and expand its regional
networks by increasing its share in established markets, developing new centers,
acquiring established centers, and forming hospital alliances.

Increase Share in Established Markets

The Company plans to increase patient volume and net service revenues at
its centers within established regional networks by expanding their base of
referring physicians, continuing to increase the offering of advanced services,
aggressively pursuing managed care contracts and adding equipment including more
linear accelerators. The Company believes that these strategies will enable its
centers to continue to increase share in established regional markets and will
leverage the Company's core operating strengths.

Expand Through New Center Development

The Company plans to develop new centers to further enhance and expand its
regional networks. The Company has developed significant experience in the
design and construction of radiation therapy centers, having developed ten
centers in the past 15 years. The Company's newly developed centers typically
have achieved profitability within six to twelve months after becoming
operational. The Company's recently developed center in Venice, Florida achieved
profitability within six months of its opening in March 1998. Currently, the
Company plans to develop two to three centers per year, which, for 1999,
includes a center currently under development in North Naples, Florida.

Acquire Established Centers

The Company seeks to acquire established centers that provide the
opportunity to leverage and optimize its existing regional networks and to enter
new markets. The Company seeks to acquire centers with highly regarded radiation
oncologists, strong referral relationships and a leading market share position.
The Company believes that significant opportunity exists to add value to
acquired centers by implementing its standardized operating model and adding
advanced radiation therapy services. The Company has acquired seven centers and
recently signed a definitive Asset Purchase Agreement to acquire a center in
Berlin, Maryland.

Form Hospital Alliances

Management believes that alliances with hospitals will continue to
represent a growth opportunity as hospitals refocus on their core business.
Alliances enable the Company to be a value-added partner for hospitals through
the application of the Company's expertise in radiation therapy. The Company
currently has strategic relationships with two hospitals in southeastern Florida
and a joint venture with a hospital in Utica, New York

41
<PAGE> 43

with respect to two centers where the Company provides management services.
Management believes these alliances are an effective means for the Company to
enter a new market as well as to gain additional market share in an existing
region.

MARKETING

The Company's centers receive patients from referring physicians. RTS's
radiation oncologists are expected to actively develop the Company's regional
markets by establishing strong relationships with referring physicians. To
obtain referrals, the Company's radiation oncologists focus on establishing
relationships with medical oncologists, urologists, pulmonologists,
neurosurgeons and other physicians within the medical communities in which the
Company's centers are located. The Company's radiation oncologists develop these
relationships by describing the variety and advanced nature of the therapies
offered at the Company's centers, by providing seminars on advanced treatment
procedures and by involving the referring physicians in those advanced treatment
procedures. In addition to their clinical expertise, the Company's radiation
oncologists receive referrals as a result of their high level of accessibility
to patients and referring physicians.

Patient referrals to the Company's radiation oncologists also are
influenced by managed care organizations with which the Company has entered into
agreements. One factor considered by a physician in making a referral is whether
the services of the radiation oncologist will be paid for by the managed care
organization covering the patient. The Company employs two full-time individuals
who are responsible for contracting with managed care organizations. The Company
competes for managed care contracts on the basis of quality of care, cost,
patient service and satisfaction, network area coverage, and information
technology.

THERAPY CENTER OPERATIONS

The Company's centers are designed specifically to deliver high quality
radiation therapy in a patient-friendly environment. A center typically has one
or two linear accelerators, with additional rooms for simulators, CT scans,
physician offices, film processing and physics functions. In addition, centers
include a patient waiting room, dressing rooms, exam rooms and hospitality rooms
designed to minimize patient stress.

The Company's radiation therapy centers generally have one radiation
oncologist and a staff of up to seven people, depending on center treatment
capacity and patient volume. The center staff includes up to three radiation
therapists who deliver the radiation therapy, a nurse, receptionist,
transcriptionist and van driver. Because the Company is organized into regional
networks, it can more efficiently provide certain specialized functions. The
regional networks employ a staff of approximately five people who service the
centers in the region, which includes a physicist, dosimetrist, engineer, block
cutter and patient representative. This staffing model enables the Company to
leverage the cost and expense of its center personnel across a region.

RTS OPERATING MODEL

The Company has 15 years of experience operating radiation therapy centers.
The Company has developed an integrated operating model which is centered around
its radiation oncologists and which is comprised of several key elements.

Radiation Oncologists. The radiation oncologists provide the nucleus around
which the Company's operating model is structured. The Company believes that its
radiation oncologists are among the leading physicians in its industry. The
Company recruits and hires radiation oncologists with excellent academic and
clinical backgrounds who have the motivation and initiative required to develop
leading radiation therapy centers. RTS provides its radiation oncologists with
the opportunity for continued development by enabling them to provide certain
advanced services not typically available at traditional centers. In addition,
radiation oncologists use the Company's proprietary resources such as the Cancer
Registry and clinical pathways. The Company's senior radiation oncologists
perform ongoing research into advanced treatment techniques and procedures and
have published the results in leading industry journals. They are members of
numerous professional organizations and have developed national reputations for
excellence. The Company believes that its radiation oncologists have the
opportunity to earn compensation above the industry average based on their
ability to meet RTS's quality of care and growth objectives. The Company has
experienced little turnover of its radiation oncologists.
42
<PAGE> 44

Standardized Treatment Pathways. The Company's radiation oncologists have
developed standardized treatment pathways, by disease site and stage, which are
continually revised and refined. The standardized treatment pathways are based
on the leading radiation oncology medical literature, including published
national protocols, as well as the radiation oncologists' treatment results.
Standardized treatment pathways serve to assure uniformity in treatment among
the Company's radiation oncologists and also enable the Company's radiation
oncologists to more efficiently and effectively utilize their time to treat and
care for patients. Through quality patient care, the radiation oncologists are
able to gain the trust and confidence of referring physicians and develop
reputations for excellence in the community, thereby increasing the prospects
for future referrals.

Standardized Operating Procedures. The Company also has developed
standardized operating procedures in order to ensure that its centers operate
uniformly and efficiently. The Company's standardized procedures apply to the
acquisition, installation, calibration, use, maintenance and replacement of
linear accelerators, simulators and related equipment as well as to the overall
operation of its centers. The Company's manuals, policies and procedures are
continuously refined and modified to increase productivity and efficiency and to
provide for the safety of employees and patients. The Company believes that its
standard operating procedures facilitate the interaction of physicians,
physicists, dosimetrists and radiation therapists and permit the interchange of
employees among centers. In addition, standardized procedures facilitate the
training of new employees at existing centers as well as new internally
developed centers.

Centralized Coding and Billing. The Company maintains a centralized coding
and billing staff in order to leverage the highly technical and specialized
skills required to perform these functions. Coding involves the translation of
data from a patient's medical chart to the Company's billing system for
submission to third party payors. The Company's centers provide radiation
therapy services under 60 different professional and technical codes used to
determine reimbursement. Centralization of the coding function provides
economies of scale and ensures a higher degree of accuracy and efficiency.

Management Information Systems. The Company utilizes centralized management
information systems to closely monitor important data related to each center's
operation and financial performance. The Company's management information
systems provide monthly budget analyses, financial comparisons to prior periods
and comparisons among centers, thus enabling management to evaluate center
performance. The Company's management information systems are also used to track
patient data, as well as in connection with coding and billing functions. The
Company periodically reviews its management information systems for possible
refinements and upgrading. The Company's management information systems
personnel install and maintain system hardware and develop specialized software
for use by the Company. For example, the Company recently developed a
proprietary image and text retrieval system referred to as the Oncology Wide
Area Network ("OWAN") which facilitates the storage and review of patient
medical charts and films. OWAN permits real time peer review of each patient's
course of treatment. The Company anticipates that in the future OWAN will be
accessible by referring physicians, who will thereby be able to monitor the
progress of the referred patient's treatment. The Company also maintains three
separate UNIX servers which provide capacity to meet the Company's expected
future growth.

Engineering and Physics Departments. The Company's commitment to an
integrated approach to radiation oncology care includes specialized engineering
and physics departments. The Company's engineers perform active preventive
maintenance, repairs and installation of linear accelerators. This enables the
Company's centers to maximize equipment productivity and to minimize downtime.
In addition, the engineering department maintains a warehouse of linear
accelerators and parts in order to provide equipment backup. The Company's
physicists monitor and test the accuracy and integrity of each of the Company's
linear accelerators on a regular basis to ensure the safety and effectiveness of
patient treatment. This testing also helps ensure that the linear accelerators
are uniformly and properly calibrated.

Total Quality Management Program. The Company strives to achieve total
quality management throughout its organization. The Company's centers, either
directly or in cooperation with the appropriate professional corporation or
hospital, have a standardized total quality management program in place
consisting of programs to monitor the design of the individual treatment of the
patient via the evaluation of charts by physicians, physicists, dosimetrists and
therapists and for the ongoing validation of radiation therapy equipment. The
Company's focus

43
<PAGE> 45

on quality management is maintained by a committee of two radiation oncologists,
the director of physics, the technical director and the education director,
which objectively and systematically monitors and evaluates the quality of
patient care and the procedures followed at all of the Company's centers. Each
of the Company's radiation oncologists is assigned to a senior radiation
oncologist who reviews each patient's course of treatment through the patient's
medical chart using OWAN. In addition, patient questionnaires are utilized in
the program to monitor the patient's satisfaction with radiation therapy
treatment.

Clinical Research. The Company believes that a well-managed clinical
research program enhances the reputation of its radiation oncologists and the
Company's ability to recruit new radiation oncologists. The Company's centers
participate in national cooperative group trials and the Company has an in-house
full-time research staff to assure compliance with such trials and to perform
outcome analyses. The Company maintains a proprietary database of over 10,000
patients. The data collected includes tumor characteristics such as stage,
histology and grade, radiation treatment parameters, other treatments delivered,
complications and information on disease recurrences. In addition, follow-up
data on the disease status and patient survival is collected. This data is used
by the radiation oncologists to perform research. The Company also assists the
radiation oncologists with research in the form of outcome studies. These
studies often are presented at international conferences and/or published.
Additionally, the data is used to evaluate patient outcomes and to modify
treatment patterns, resulting in improved patient care.

School of Radiation Therapy. In 1988, the Company founded the School of
Radiation Therapy Technology which is accredited by the Joint Review Committee
on Education in Radiologic Technology and the Committee on Allied Health and
Education of the American Medical Association. The school trains individuals to
become radiation therapists. Upon graduation, students become eligible to take
the national registry examination administered by the American Registry of
Radiologic Technologists. Radiation therapists are responsible for
administrating treatments prescribed by radiation oncologists and monitoring
patients while under treatment. Since opening in 1988, the school has produced
60 graduates, 20 of whom are currently employed by the Company.

RADIATION THERAPY

The Company believes its centers distinguish themselves from those of many
of its competitors by offering a full spectrum of radiation therapy, including
conventional external beam radiation therapy and advanced services such as
brachytherapy (including prostate seed implants and high dose rate remote
after-loading of radioactive sources), stereotactic radiosurgery and
radiotherapy and 3-D conformal treatment planning.

Cancer patients referred to one of the Company's radiation oncologists are
provided with an initial consultation which includes an evaluation of the
patient's condition to determine if radiation therapy is appropriate, followed
by a dialogue about the effects of the therapy. If radiation therapy is selected
as a method of treatment, the medical staff engages in clinical treatment
planning. Clinical treatment planning utilizes x-rays, CT imaging, ultrasound
and, in many cases, advanced computerized 3-D conformal imaging programs, to
localize the tumor and determine the choice of treatment modality, the
treatment's optimal radiation dosage, and the selection of appropriate treatment
devices.

In 3-D conformal treatment planning, state-of-the-art radiation therapy
immobilization devices and computerized dosimetric software are utilized so that
CT scans can be directly incorporated into the radiation therapy planning. Such
CT scan-based planning enables the Company's radiation oncologist to more
accurately demarcate on the computer screen the target area where radiation
therapy is to be delivered, as well as surrounding normal critical body
structures. The radiation oncologist then can use the computer to devise ways to
deliver radiation therapy to the target while avoiding the surrounding critical
body structures.

External Beam Therapy. External beam therapy involves exposing the patient
to an external source of radiation from a linear accelerator, a device which
utilizes electricity on subatomic particles to produce a beam of high energy
radiation. After clinical treatment planning is completed, the final
configuration of the treatment parameters in the linear accelerators is tested
on the patient by using a computerized fluoroscopic simulator or by means of
computer simulation. The simulator is employed to test the prescribed
coordinates of the beam for effective treatment and minimization of exposure
(and, therefore, risk of injury) of healthy tissue and critical
44
<PAGE> 46

body structures. Before radiation is administered, custom protective blocks are
designed and shaped for each patient to ensure that non-targeted tissue is
blocked as thoroughly as possible from radiation.

External beam radiation treatment takes place with the patient positioned
on the platform of the linear accelerator and often involves the use of
immobilization devices. The head of the accelerator can rotate to the proper
position above or around the patient and the treatment platform is movable to
allow attainment of the precise beam angles for treatment. Activation, control
and timing of the beam exposure is conducted with the aid of computer technology
at a station outside of the heavily shielded vault in which the linear
accelerator is located. A course of external beam radiation therapy treatment
normally ranges from 20 to 30 treatments. Treatments generally are given to a
patient once each day and are scheduled by the Company in ten minute intervals.

Advanced Services. The Company's centers are distinguished from those of
many of the Company's competitors by their ability to offer advanced radiation
therapy treatments such as brachytherapy (including prostate seed implants and
high-dose rate remote after-loading of radioactive sources) and stereotactic
radiosurgery and radiotherapy, which may be particularly appropriate for certain
forms of cancer. These forms of treatment require highly specialized expertise
(and in certain cases, equipment) and are performed with the active involvement
and participation of the referring physician.

Brachytherapy involves the use of surgical and fiberoptic procedures to
place high or low dose sources of radiation in the patient's body. This
technique is used for ultrasound-guided implantation of sources into the
prostate, intraluminal therapy within the esophagus and endobronchial therapy
within the lungs. Prostate seed implants involve the permanent placement of
radioactive pellets within the prostate gland. This form of therapy requires the
combined expertise of the Company's radiation oncologist, the Company's
physicist and the referring urologist. Ultrasound capabilities are required in
treatment planning to determine the precise location and dosage of pellets to be
implanted. Traditionally, prostate seed implant therapy has required extensive
treatment planning over a two- to three-day period of time. However, the Company
has developed a proprietary software package that allows for real time planning
during the implant surgery, thereby eliminating the need for this delay in
treatment. High dose rate remote after-loading is a technique whereby a catheter
is placed in or around the cancer and a computerized planning and delivery
system allows a radioactive source to be mechanically loaded into and delivered
through the catheter.

Stereotactic radiosurgery involves a single intense high dose radiation
beam therapy treatment to a small area. This form of therapy typically is used
to treat tumors of the brain that cannot be treated by other means, such as
surgery or chemotherapy, without undue risk of damage to the brain. Precise
calculations for radiation delivery are required. Treatment also requires
extensive clinical planning and is provided in conjunction with the referring
surgeon and under the direct supervision of the Company's radiation oncologist
and physicist. Stereotactic radiosurgery often involves immobilization of the
head through the use of a neurosurgical frame to assure precise immobilization
for the delivery of radiation therapy.

ADMINISTRATIVE SERVICES AGREEMENTS

In Florida, radiation therapy services at the Company's centers are
provided by radiation oncologists who are employees of the Company. In many
other states, including New York and Nevada, in which the Company now operates,
and Maryland, into which it expects to expand, state laws prohibit the corporate
practice of medicine and the Company's employees cannot provide radiation
oncology services. In such states, the Company's centers operate through
Administrative Services Agreements with professional corporations which employ
the radiation oncologists who provide services at the Company's centers. The
professional corporations formed to date are owned by shareholders of the
Company and it is anticipated that this practice will be followed in most cases
in the future. The Administrative Services Agreements are of standard form and
obligate the Company to provide certain facilities and equipment, accounting
services, billing and collection services, management and administrative
personnel, assistance in managed care contracting and assistance in public
relations. The professional corporations pay a fixed monthly management fee to
the Company, which will be re-negotiated annually. The initial terms of the
Administrative Services Agreements are 25 years and they are automatically
renewable for five-year periods. Under related agreements, the Company has the
right under certain circumstances to designate purchasers of shares held by an
individual in the professional corporations. The

45
<PAGE> 47

Administrative Services Agreements contain restrictive covenants that preclude
the engagement by the professional corporation of a management services
organization other than the Company for some period after termination, and
require that the professional corporations enter into employment agreements with
the radiation oncologists employed by them. These employment agreements with the
professional corporations typically are for three-year terms, require the
radiation oncologists to use their best efforts to network with referring
physicians and otherwise contain covenants not to compete. See "Risk
Factors -- Risks Associated With Acquisition and Development Strategy," "Risk
Factors -- Non-Competition Covenants" and "Certain Relationships and Related
Party Transactions -- Administrative Services Agreements."

MANAGED CARE CONTRACTS

Most of the Company's commercial revenues are from managed care business
and are attributable to contracts where a fee schedule is negotiated relative to
services provided at the Company's centers. None of these contracts represents
over 5% of the Company's total net service revenues.

The Company receives its managed care contracted revenue under two primary
arrangements. Approximately 95% of its managed care business is attributable to
contracts where a fee schedule is negotiated for services provided at the
Company centers. In these cases, the Company does not bear the risk of
over-utilization of services by patients. Approximately 5% of its managed care
business is attributable to contracts where the Company bears utilization risk.
With a capitated contract, a fixed payment is received by a center per member,
per month, for a pre-determined benefit level of services, as negotiated between
the Company and the third party payor. Although the terms and conditions of the
Company's managed care contracts vary considerably, they are typically for a
one-year term. See "Risk Factors -- Dependence upon Medicare and Other Third
Party Payors; Reimbursements Risks."

46
<PAGE> 48

PROPERTIES

The Company's executive and administrative offices occupy several locations
in Fort Myers, Florida. These offices consist of an aggregate of approximately
17,763 square feet of space. The Company's centers range in size from 5,100
square feet to 13,400 square feet. The Company operates 21 radiation therapy
centers in Florida, Nevada and New York. The Company leases land and/or space at
7 of these locations. These leases expire at various dates between 2002 and
2027. Two of these leases have renewal options of 10 and 20 years, respectively.
The Company considers all of its offices and centers to be well-suited to its
present and currently anticipated future requirements.

The following is a list of the locations of the Company's radiation therapy
centers:

<TABLE>
<CAPTION>
LOCATION OWNED/LEASED CENTER DATE
-------- ------------ -------------------- ----
<S> <C> <C> <C>
Fort Myers, FL (Broadway Avenue)............... Leased Internally developed 1983
Cape Coral, FL................................. Owned Internally developed 1984
Port Charlotte, FL............................. Owned Internally developed 1986
Fort Myers, FL (Gladiolus Drive)............... Owned Internally developed 1987
Punta Gorda, FL................................ Leased Acquired 1991
Englewood, FL.................................. Owned Internally developed 1992
Plantation, FL................................. Owned Acquired 1993
Naples, FL..................................... (1) Internally developed 1993
Arcadia, FL.................................... Owned Internally developed 1993
Coral Springs, FL.............................. Leased Acquired 1994
Deerfield Beach, FL............................ Owned Acquired 1994
Lauderdale Lakes, FL........................... (2) Hospital-based 1995
Sarasota, FL................................... Owned Internally developed 1996
Hialeah, FL.................................... (3) Hospital-based 1996
Las Vegas, NV (North Buffalo Drive)............ Leased Acquired 1997
Las Vegas, NV (Vegas Valley Drive)............. Owned Acquired 1997
Yonkers, NY (South Broadway)................... Leased Internally developed 1997
Yonkers, NY (North Broadway)................... Leased Acquired 1998
Venice, FL..................................... Owned Internally developed 1998
Utica, NY (Sunset Avenue)...................... (4) Hospital-based 1998
Utica, NY (Genesee Street)..................... (4) Hospital-based 1998
</TABLE>

- ---------------

(1) The Company leases the land and owns the building for this center.

(2) The Company manages the radiation therapy center for the Florida Medical
Center located in Lauderdale Lakes, Florida.

(3) The Company provides the services of its radiation oncologists for the
radiation therapy center in Palmetto General Hospital located in Hialeah,
Florida.

(4) Through a joint venture, the Company is involved in the operation of two
hospital-based centers in Utica, New York.

GOVERNMENT REGULATION

The delivery of healthcare items and services has become one of the most
highly regulated professional and business endeavors in the United States. Both
the federal government and the individual state governments are responsible for
overseeing the activities of individuals and businesses engaged in the delivery
of healthcare

47
<PAGE> 49

services. Federal law and regulations are based primarily upon the Medicare and
Medicaid programs, each of which is financed, at least in part, with federal
money. State jurisdiction is based upon the state's authority to license certain
categories of healthcare professionals and providers and the state's interest in
regulating the quality of healthcare in the state, regardless of the source of
payment.

The Company has a Medicare Compliance Committee that reviews periodically
the Company's procedures and a Corporate Compliance Program as well as external
auditors to review its practices. Although the Company believes it is in
material compliance with all applicable laws, a review of the Company's
practices by a court or law enforcement or regulatory authority could result in
a determination that could have a material adverse effect on the Company.
Furthermore, the laws applicable to the Company are subject to evolving
interpretation and amendment, either of which could adversely affect the
Company.

FEDERAL LAW

The federal healthcare laws apply in any case in which the Company is
providing an item or service that is reimbursable under Medicare or Medicaid.
The principal federal laws include those that prohibit the filing of false or
improper claims with the Medicare or Medicaid programs, those that prohibit
unlawful inducements for the referral of business reimbursable under Medicare or
Medicaid and those that prohibit the provision of certain services by a provider
to a patient if the patient was referred by a physician with which the provider
has certain types of financial relationships.

False and Other Improper Claims. The federal government is authorized to
impose criminal, civil and administrative penalties on any healthcare provider
that files a false claim for reimbursement from Medicare or Medicaid. Examples
of the type of activity giving rise to liability for filing false claims include
billing for services not rendered, misrepresenting services rendered (i.e.,
mis-coding) and application for duplicate reimbursement. Criminal penalties also
are available in the case of claims filed with private insurers if the
government can show that the claims constitute mail fraud or wire fraud. While
the criminal statutes generally are reserved for instances evincing an obviously
fraudulent intent, the civil and administrative penalty statutes are being
applied by the government in an increasingly broad range of circumstances. For
example, the government takes the position that a pattern of claiming
reimbursement for unnecessary services violates these statutes if the claimant
should have known that the services were unnecessary. The government also takes
the position that claiming reimbursement for services that are substandard is a
violation of these statutes if the claimant should have known that the care was
substandard.

Anti-Kickback Law. Federal law commonly known as the "Anti-kickback
Statute" prohibits the offer, solicitation, payment or receipt of anything of
value (direct or indirect, overt or covert, in cash or in kind) which is
intended to induce the referral of Medicare or Medicaid patients, or the
ordering, purchasing or leasing of items, goods, facilities or services
reimbursable under those programs. The law also prohibits remuneration that is
intended to induce the recommendation of, or the arranging for, the provision of
items, goods, facilities or services reimbursable under Medicare and Medicaid.
The law has been broadly interpreted by a number of courts to prohibit
remuneration which is offered or paid for otherwise legitimate purposes if the
circumstances show that one purpose of the arrangement is to induce referrals.
Even bona fide investment interests in a healthcare provider may be questioned
under the Anti-kickback Statute if the government concludes that the opportunity
to invest was offered as an inducement for referrals. The penalties for
violations of this law include criminal sanctions including fines and/or
imprisonment and exclusion from the federal healthcare program.

There are several aspects of the Company's relationships with physicians to
which the Anti-kickback Statute may be relevant. The Company claims
reimbursement from Medicare or Medicaid for services that are ordered, in some
cases, by the Company's radiation oncologists who hold shares, or options to
purchase shares, of the Company's Common Stock. In addition, other physicians
who become investors in the Company pursuant to or after this Offering may refer
patients to the Company for those services. Although neither the existing nor
potential investments in the Company by physicians qualify for protection under
the safe harbor regulations, the Company does not believe that these activities
fall within the type of activities the Anti-kickback Statute was intended to
prohibit. See "Risk Factors -- Government Regulation."

48
<PAGE> 50

The Stark Self-Referral Law. The Stark Self-Referral Law ("Stark II")
prohibits a physician from referring a patient to a healthcare provider for
certain designated health services reimbursable by Medicare or Medicaid if the
physician has a financial relationship with that provider, including an
investment interest, a loan or debt relationship or a compensation relationship.
The designated services covered by the law include radiology services, infusion
therapy, radiation therapy and supplies, outpatient prescription drugs and
hospital services, among others. In addition to the conduct directly prohibited
by the law, the statute also prohibits "circumvention schemes," that are
designed to obtain referrals indirectly that cannot be made directly. The
penalties for violating the law include (i) a refund of any Medicare or Medicaid
payments for services that resulted from an unlawful referral, (ii) civil fines
and (iii) exclusion from the Medicare and Medicaid programs. Stark II contains a
number of exceptions potentially applicable to the Company's operations. These
include exceptions for a physician's ownership of publicly traded securities in
a corporation with shareholders' equity exceeding $75 million as of the end of
its most recent fiscal year, for certain in-office services and for radiation
oncology services provided in consultation with a referring physician.

The Company believes that any designated health services provided by
radiation oncologists who are employed by it or by professional corporations
owned by certain of its shareholders with which the Company has an
Administrative Services Agreement will qualify under the exceptions in Stark II
for in-office services and for radiation oncology services. The Company does not
believe that it will be considered as the provider for those services. If,
however, that should result, the referrals from radiation oncologists employed
by the professional corporations will be permissible only if (i) the Company
qualifies for the exception for publicly-traded corporations or (ii) the
Administrative Services Agreement meets an exception in Stark II for payments by
physicians to a healthcare entity. To qualify for such exception, payments under
the Administrative Services Agreement must be set at a fair market value. The
Company believes it has structured its arrangements so as to qualify for
applicable exceptions under Stark II; however, there can be no assurance that a
review by courts or regulatory authorities would not result in a contrary
determination which could have a material adverse effect on the Company's
business. See "Risk Factors -- Government Regulation."

STATE LAW

State Anti-Kickback Laws. Many states have laws that prohibit the payment
of kickbacks in return for the referral of patients. Some of these laws apply
only to services reimbursable under the state Medicaid program. However, a
number of these laws apply to all healthcare services in the state, regardless
of the source of payment for the service. Although the Company believes that
these laws prohibit payments to referral sources only where a principal purpose
for the payment is for the referral, the laws in most states regarding kickbacks
have been subjected to limited judicial and regulatory interpretation and,
therefore, no assurances can be given that the Company's activities will be
found to be in compliance. Noncompliance with such laws could have a material
adverse effect upon the Company and subject it and the physicians involved to
penalties and sanctions.

State Self-Referral Laws. A number of states such as Florida have enacted
self-referral laws that are similar in purpose to Stark II. However, each state
law is unique. For example, some states only prohibit referrals where the
physician's financial relationship with a healthcare provider is based upon an
investment interest. Other state laws apply only to a limited number of
designated health services. Finally, some states do not prohibit referrals, but
merely require that a patient be informed of the financial relationship before
the referral is made. The Company believes that it is in compliance with the
self-referral law of each state in which the Company has a financial
relationship with a physician.

Fee-Splitting Laws. Many states prohibit a physician from splitting with a
referral source the fees generated from physician services. Other states have a
broader prohibition against any splitting of a physician's fees, regardless of
whether the other party is a referral source. In most cases, it is not
considered to be fee-splitting when the payment made by the physician is
reasonable reimbursement for services rendered on the physician's behalf.

In certain states, the Company receives fees from professional corporations
owned by certain of the Initial Shareholders under Administrative Services
Agreements. The Company believes it has structured these fee provisions to
comply with applicable state laws relating to fee-splitting. However, there can
be no certainty that,

49
<PAGE> 51

if challenged, the Company and the professional corporations will be found to be
in compliance with each state's fee-splitting laws, and, if challenged
successfully, this could have a material adverse effect upon the Company.

Corporate Practice of Medicine. Most states prohibit any person or entity
other than a licensed professional from holding him, her or itself out as a
provider of diagnoses, treatment or care of patients. Many states extend this
prohibition to bar companies from employing physicians, a practice called the
"Corporate Practice of Medicine," in an attempt to maintain physician
independence and clinical judgment and to prevent the commercialization of the
practice of medicine. Corporate Practice of Medicine laws vary widely regarding
the extent to which a licensed physician can affiliate with corporate entities
for the delivery of medical services. Florida is an example of a state that
requires all practicing physicians to meet requirements for safe practice, but
it has no provisions setting forth how physicians can be organized. In Florida,
it is not uncommon for regular corporations to own medical practices. New York,
by contrast, prohibits physicians from sharing revenue received in connection
with the furnishing of medical care, other than with a partner, employee or
associate in a professional corporation, subcontractor or physician consultant
relationship.

The Company has developed arrangements which it believes are in compliance
with the Corporate Practice of Medicine laws in the states in which the Company
operates. See "The Company" and "Business -- Administrative Services
Agreements."

Although the Company believes its operations as currently conducted are in
material compliance with existing applicable laws, there can be no assurance
that the existing organization of the Company and its contractual arrangements
with the professional corporations will not be successfully challenged as
constituting the unlicensed practice of medicine or that the enforceability of
the provisions of such arrangements, including non-competition agreements, will
not be limited. While the precise penalties for violation of state laws relating
to the Corporate Practice of Medicine vary from state to state, violations could
lead to fines, injunctive relief dissolving a corporate offender or criminal
felony charges. There can be no assurance that review of the business of the
Company and the professional corporations by courts or regulatory authorities
will not result in a determination that could adversely affect their operations
or that the healthcare regulatory environment will not change so as to restrict
existing operations or their expansion. In the event of action by any regulatory
authority limiting or prohibiting the Company or any affiliate from carrying on
its business or from expanding the operations of the Company and its affiliates
to certain jurisdictions, structural and organizational modifications of the
Company may be required, which could have a material adverse effect on the
Company's business, operating results and financial condition.

Antitrust Laws. In connection with the Corporate Practice of Medicine laws
referred to above, certain of the physician practices with which the Company is
affiliated necessarily are organized as separate legal entities. As such, the
physician practice entities may be deemed to be persons separate both from the
Company and from each other under the antitrust laws and, accordingly, subject
to a wide range of laws that prohibit anticompetitive conduct among separate
legal entities. The Company believes it is in compliance with these laws and
intends to comply with any state and federal laws that may affect its
development of integrated radiation therapy treatment centers. There can be no
assurance, however, that a review of the Company's business by courts or
regulatory authorities would not adversely affect the operations of the Company
and its affiliated physician practice entities.

State Licensing. As a provider of radiation therapy services in Florida,
New York and Nevada, the Company must maintain current occupational and use
licenses for its centers as healthcare facilities and machine registrations for
its linear accelerators and simulators. Additionally, the Company must maintain
radioactive material licenses for each of its centers which utilize radioactive
sources. The Company believes that it possesses all requisite state and local
licenses and is in compliance with all state and local licensing requirements.

REIMBURSEMENT AND COST CONTAINMENT

Reimbursement. The Company provides a full range of both professional and
technical services. Those services include the initial consultation, clinical
treatment planning, simulation, medical radiation physics, dosimetry, treatment
devices, special services and clinical treatment management procedures.

50
<PAGE> 52

The initial consultation is charged as a professional fee for evaluation of
the patient prior to the decision to treat the patient with radiation therapy.
The clinical treatment planning also is reimbursed as a professional component.
Simulation of the patient prior to treatment involves both a technical and a
professional component, as the treatment plan is verified with the use of a
simulator but with the physician's approval of the plan. The medical radiation
physics, dosimetry, treatment devices and special services also include both
professional and technical components. The basic dosimetry calculation is
accomplished, treatment devices are specified and approved, and the physicist
consults with the radiation oncologist, all as professional components of the
charge. Special blocks, wedges, shields, or casts are fabricated, all as a
technical service.

The delivery of the radiation treatment from the linear accelerator is a
technical charge. The clinical treatment management fee is the professional fee
charged weekly for the physician's management of the patient's treatment. Global
fees containing both professional and technical components also are charged for
specialized treatment such as hyperthermia, clinical intracavitary hyperthermia,
clinical brachytherapy, interstitial radioelement applications, and remote
after-loading of radioactive sources.

Coding and billing for radiation therapy is complex. The Company maintains
a staff of coding professionals responsible for interpreting the services
documented on the patients' charts to determine the appropriate coding of
services for billing of third party payors. This staff provides coding services
for all of the centers and billing services for all but one of the centers. The
Company provides training for its coding staff and believes that its coding and
billing expertise results in appropriate and timely reimbursement.

Cost Containment. Approximately 50% of the Company's net service revenues
are derived from payments made by government sponsored healthcare programs
(principally, Medicare and Medicaid). As a result, any change in reimbursement
regulations, policies, practices, interpretations or statutes could adversely
affect the operations of the Company. In recent years, the federal government
has sought to constrain the growth of spending in the Medicare and Medicaid
programs. Through the Medicare program, the federal government has implemented a
resource-based relative value scale ("RBRVS") payment methodology for physician
services. RBRVS is a fee schedule that, except for certain geographical and
other adjustments, pays similarly situated physicians the same amount for the
same services. The RBRVS is adjusted each year and is subject to increases or
decreases at the discretion of Congress. The implementation of RBRVS may result
in reductions in payment rates for procedures provided by the Company.
RBRVS-type payment systems also have been adopted by certain private third party
payors and may become a predominant payment methodology. A broader
implementation of such programs would reduce payments by private third party
payors and could indirectly reduce the Company's operating margins to the extent
that the cost of providing management services related to such procedures could
not be proportionately reduced. To the extent the Company's costs increase, the
Company may not be able to recover such cost increases from government
reimbursement programs. In addition, because of cost containment measures and
market changes in non-governmental insurance plans, the Company may not be able
to shift cost increases to non-governmental payors. The Company expects a
reduction from historical levels in per patient Medicare revenue received by the
Company; however, the Company does not believe such reductions would, if
implemented, result in a material adverse effect on the Company.

In addition to current governmental regulation, both federal and state
governments periodically propose legislation for comprehensive reforms affecting
the payment for and availability of healthcare services. Aspects of certain of
such healthcare proposals, such as reductions in Medicare and Medicaid payments,
if adopted, could adversely affect the Company. Other aspects of such proposals,
such as universal health insurance coverage and coverage of certain previously
uncovered services, could have a positive impact on the Company's business. It
is not possible at this time to predict what, if any, reforms will be adopted by
Congress or state legislatures, or when such reforms would be adopted and
implemented. As healthcare reform progresses and the regulatory environment
accommodates reform, it is likely that changes in state and federal regulations
will necessitate modifications to the Company's agreements and operations. While
the Company believes it will be able to restructure in accordance with
applicable laws and regulations, the Company cannot assure that such
restructuring in all cases will be possible or profitable.

Rates paid by private third party payors, including those that provide
Medicare supplemental insurance, are based on established physician, clinic and
hospital charges and are generally higher than Medicare payment rates.

51
<PAGE> 53

Changes in the mix of the Company's patients between non-governmental payors and
government sponsored healthcare programs, and among different types of
non-government payor sources, could have a material adverse effect on the
Company.

COMPETITION

The Company's business is highly competitive. The principal competitive
factors are patient service and satisfaction, pricing, quality of care,
radiation oncologists' experience and expertise, strength of operational
systems, access to advanced treatment procedures, technologically advanced
equipment, management information systems, managed care expertise, patient
referrals and access, management strength, regional network area coverage and
quality assurance programs. The Company faces competition from several sources,
including sole practitioners, single and multiple specialty physician groups,
physician practice management companies, hospitals and operators of other
radiation therapy centers, some of whom have greater financial resources than
the Company. The Company also believes that changes in governmental and private
reimbursement policies, among other factors, have resulted in increased
competition among providers of medical services. Competitors, including
hospitals, could construct radiation therapy centers in close proximity to the
Company's centers, and the absence of a CON requirement for outpatient
facilities in Florida allows an ease of entry for potential competition.
However, the Company emphasizes the quality of its care, advanced technology,
and the expertise of its radiation oncologists and staff to maintain excellent
relationships with the community, patients, and referring physicians. As a
result, the Company has developed a strong presence in its regions of operation
and believes it is well positioned to meet any new competition.

The healthcare reform programs being discussed at the national and state
levels increasingly propound a "managed competition" approach pursuant to which
larger buying groups, comprised of both private and governmental employees in
regional areas, select providers on the basis of cost and services. The Company
believes it is well positioned to successfully compete for selection as the
radiation therapy provider in certain regions and for management services in
others.

EMPLOYEES AND AFFILIATED PHYSICIANS

At September 1, 1998, there were 20 radiation oncologists at the Company's
centers, 14 of whom are employed by the Company. The Company has 303 other
employees, including 8 physicists, 72 radiation therapists and nurses and 5
engineers. The Company's employees are not represented by any union and are not
covered by any collective bargaining agreements. The Company has not experienced
any work stoppages or employee related slowdowns and believes that its
relationship with its employees is good.

HAZARDOUS MATERIALS

Although the Company's linear accelerators and other equipment do not use
radioactive or other hazardous materials, the Company's centers do provide
specialized treatment involving the implantation of radioactive material in the
prostate and other organs. The radioactive sources generally are obtained from,
and returned to, a related-party provider of supplies to hospitals and other
radiation therapy practices (see "Certain Relationships and Related Party
Transactions"), which has the ultimate responsibility for their proper disposal.
The Company, however, remains subject to state and federal laws regulating the
protection of employees who may be exposed to hazardous material and regulating
the proper handling and disposal of that material.

LEGAL PROCEEDINGS

The Company is not involved in any material litigation or legal proceedings
at this time and is not aware of any material litigation or proceeding
threatened against it.

52
<PAGE> 54

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information as of September 1, 1998
concerning each of the directors, nominees for director and executive officers
of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Michael J. Katin, M.D............ 50 Chairman of the Board
Daniel E. Dosoretz, M.D.......... 45 President, Chief Executive Officer and Director
Peter H. Blitzer, M.D............ 47 Director
James H. Rubenstein, M.D......... 43 Secretary and Director
Howard M. Sheridan, M.D.......... 54 Director
Graciela R. Garton, M.D.......... 42 Director
John A. Kraeutler................ 50 Nominee for Director*
Wilfred T. O'Gara................ 40 Nominee for Director*
James W. Moore................... 54 Nominee for Director*
G. David Schiering............... 58 Executive Vice President and Chief Operating Officer
David M. Koeninger............... 45 Vice President and Chief Financial Officer
Herbert L. Ort................... 67 Vice President-Corporate Development and Treasurer
Joseph Biscardi.................. 29 Controller and Chief Accounting Officer
</TABLE>

- ---------------

* Upon the consummation of the Offering, these nominees are expected to be
appointed to the Company's Board of Directors.

Michael J. Katin, M.D., F.A.C.P., F.A.C.R., co-founded the Company in 1983
and has served as a director of the Company or its principal predecessor since
1988 and as Chairman of the Board of Directors of the Company since May 1998.
Prior to joining the Company, Dr. Katin served as a clinical instructor in
medicine at the State University of New York, Buffalo, School of Medicine and as
a clinical fellow in Radiation Therapy at Harvard Medical School. He graduated
from the University of Pennsylvania Medical School. He then completed a
residency in Radiation Medicine at the Massachusetts General Hospital. Dr. Katin
is board certified in Therapeutic Radiology by the American Board of Radiology
and is board certified by the American Board of Medicine in Internal Medicine
and in the subspecialties of Medical Oncology, Hematology and Geriatric
Medicine.

Daniel E. Dosoretz, M.D., F.A.C.R., F.A.C.R.O., co-founded the Company in
1983 and has served as a director of the Company or its principal predecessor
since 1988 and as President and Chief Executive Officer of the Company since
April 1997. Prior to joining the Company, Dr. Dosoretz served as attending
physician at the Massachusetts General Hospital. He also was an Instructor and
Assistant Professor of Radiation Medicine at Harvard Medical School and Research
Fellow of the American Cancer Society. Upon moving to Fort Myers, Florida, he
was appointed to the Clinical Faculty as Associate Professor at the University
of Miami School of Medicine. He also has been a visiting Professor at Duke
University Medical School. Dr. Dosoretz graduated from the University of Buenos
Aires School of Medicine and served his residency in Radiation Oncology at the
Department of Radiation Medicine at the Massachusetts General Hospital, Harvard
Medical School, where he was selected Chief Resident of the department. Dr.
Dosoretz is board certified in Therapeutic Radiology by the American Board of
Radiology. He is a Fellow of the American College of Radiation Oncology and of
the American College of Radiology and is a member of the International
Stereotactic Radiosurgery Society, the American Society for Therapeutic
Radiology and Oncology and the American Society of Clinical Oncology.

53
<PAGE> 55

Peter H. Blitzer, M.D., F.A.C.R., joined the Company in 1986 as a physician
and has served as a director of the Company or its principal predecessor since
1991. Prior to joining the Company, Dr. Blitzer served as Assistant Professor in
Radiation Oncology at the University of Pennsylvania. He graduated from the
Medical College of Wisconsin and served his residency in Radiation Medicine at
the Massachusetts General Hospital, Harvard Medical School, where he served as
Chief Resident in 1982. Dr. Blitzer is board certified in Therapeutic Radiology
and is President of the American College of Radiation Oncology. He also is on
the Board of Chancellors of the American College of Radiation Oncology and has
served on a variety of committees for the American College of Radiology.

James H. Rubenstein, M.D., joined the Company in 1989 as a physician and
has served as a director of the Company or its principal predecessor since 1993
and as Secretary of the Company since May 1998. Prior to joining the Company,
Dr. Rubenstein served as Assistant Professor of Radiation Oncology at the
University of Pennsylvania and later became Co-Director of the Radiation
Oncology Residency Program. He also served as Chairman of the Department of
Medicine for Columbia Regional Medical Center in Southwest Florida and became a
Clinical Assistant Professor at the University of Miami School of Medicine's
Department of Radiology. He graduated from New York University School of
Medicine and served his internship and residency in internal medicine at Beth
Israel Hospital in Boston, at the same time working as an Assistant Instructor
in internal medicine for Harvard University's School of Medicine. He is board
certified in Internal Medicine by the American Board of Internal Medicine and in
Radiation Oncology by the American Board of Radiology.

Howard M. Sheridan, M.D., co-founded the Company in 1983 and has served as
a director of the Company or its principal predecessor since 1988. Dr. Sheridan
planned and developed the first radiation therapy center for the Company. Prior
to joining the Company, Dr. Sheridan served as President of the medical staff at
Southwest Florida Regional Medical Center as well as chairman of the Department
of Radiology. He graduated from Tulane Medical School and completed his
residency at the University of Colorado Medical Center. Dr. Sheridan is board
certified by the American Board of Radiology and the American Board of Nuclear
Medicine.

Graciela R. Garton, M.D., joined the Company in 1995 as a physician and has
served as a director of the Company since April 1998. Prior to joining the
Company, Dr. Garton was a consultant in Radiation Oncology and held a faculty
position at the Mayo Clinic Medical School from 1988 to 1995. Dr. Garton is the
chairwoman for the Cancer Committee at Doctors Hospital in Sarasota. She
graduated from the University of Buenos Aires School of Medicine and served her
residency at the Mayo Clinic. Dr. Garton is board certified by the American
Board of Radiology.

John A. Kraeutler is President, Chief Operating Officer and a director of
Meridian Diagnostics, Inc., which develops, manufactures and markets a broad
range of diagnostic test kits and related diagnostics products used for the
rapid diagnosis of infectious diseases. He has over 20 years of experience in
the medical diagnostics industry and joined Meridian Diagnostics as Executive
Vice President and Chief Operating Officer in January 1992. In July 1992, Mr.
Kraeutler was named President of Meridian Diagnostics.

Wilfred T. O'Gara is President, Chief Operating Officer and a director of
The Kroll-O'Gara Company, a leading global provider of a broad range of
specialized products and services that are designed to provide solutions to a
variety of security needs. Mr. O'Gara has been associated with Kroll-O'Gara, its
subsidiaries and its predecessors since 1983 and has held numerous executive
officer and director positions, including serving as Chief Executive Officer of
its vehicle armoring subsidiary from January 1996 until December 1997 and as
President and Chief Operating Officer of that subsidiary from 1991 through 1995.

James W. Moore has been President and Chief Executive Officer of Gulf
Utility Company of Fort Myers, Florida, a water and sewer utility company, since
1982. Mr. Moore was Chairman and Chief Executive Officer of Coastland
Corporation of Florida, a real estate development company, from 1980 until 1982.
Mr. Moore served as Vice President, Finance and Operations, of The Charter
Company, a diversified business with operations including oil refining,
publishing, banking and real estate, from 1972 until 1980. Mr. Moore has also
served as a member of the Federal Reserve Bank of Atlanta, Miami branch, since
January 1997.

54
<PAGE> 56

G. David Schiering joined the Company in 1995 as its Chief Operating
Officer. Prior to joining the Company, Mr. Schiering had been a partner at Taft,
Stettinius & Hollister LLP in Cincinnati, Ohio and Washington D.C., since 1977,
where he focused first on antitrust litigation and subsequently on healthcare
law, including representation of the Company.

David M. Koeninger joined the Company in July 1998 as Vice President and
Chief Financial Officer. Prior to joining the Company, Mr. Koeninger had served
since 1986 in a variety of management and executive positions with Anthem Blue
Cross and Blue Shield, a Cincinnati, Ohio-based health insurance company,
including as Vice President and Corporate Controller (1990-1995), Vice
President, Finance, National Business Division (1995-1996) and Vice President,
National Business Division (1996-1997). From 1983-1986, Mr. Koeninger was a
Senior Manager with Ernst & Young LLP, an accounting firm. Mr. Koeninger is a
Certified Public Accountant in Kentucky.

Herbert L. Ort joined the Company's principal predecessor in 1996 and has
served as Vice President-Corporate Development or its equivalent since that
date. Prior to joining the Company, Mr. Ort owned a private accounting practice
where he performed both accounting and tax services for a variety of clients,
including the Company since 1982. Mr. Ort is a Certified Public Accountant in
Florida.

Joseph Biscardi joined the Company in 1997 as its Controller and Chief
Accounting Officer. Prior to joining the Company, Mr. Biscardi worked for
PricewaterhouseCoopers LLP as a Senior Associate from 1993 to 1997. Mr. Biscardi
is a Certified Public Accountant in New York.

SIGNIFICANT EMPLOYEES

Set forth below is information concerning other significant employees of
the Company:

Daniel H. Galmarini, age 43, joined the Company in 1990 as the Director of
Physics. Prior to joining the Company, Mr. Galmarini acted as the director of
physics for the Espanol Hospital of Buenos Aires, the Radiosurgery Center at the
Antartida Hospital of Buenos Aires and the Jose M. Mainetti Foundation in
Gonnet, Buenos Aires. He is Adjunct Professor at the University of Miami School
of Medicine, Sylvester Comprehensive Cancer Center. Mr. Galmarini is board
certified in Therapeutical Radiology Physics by the American Board of Radiology.

Gabriel M. Patrich, age 33, joined the Company in 1998 as Assistant Vice
President, Senior Financial Analyst and Assistant Treasurer. Mr. Patrich was a
Global Investment Specialist for Republic National Bank of New York (Suisse), an
international banking company, in Buenos Aires, Argentina, from 1995 to 1998,
and an International Investment Advisor for Bank Hapoalim, an international
banking company, in Buenos Aires, Argentina, from 1993 to 1995. Mr. Patrich is
the brother-in-law of Dr. Dosoretz.

Gail E. Cummings, age 46, has been employed by the Company since 1983 and
serves as its Technical Director. She is a certified and registered radiation
therapy technologist.

Victoria A. Danton, age 43, has been employed by the Company since 1983 and
serves as its Director of Administration.

COMMITTEES OF THE BOARD OF DIRECTORS

Upon completion of the Offering, the Board will establish Audit and
Compensation Committees. The Audit Committee, which will consist of Messrs.
Moore and O'Gara and Dr. Blitzer, will review the services provided by the
Company's independent auditors, consult with such auditors on audits and
proposed audits and review the need for internal auditing procedures and the
adequacy of internal controls. The Compensation Committee, which will consist of
Messrs. Moore and Kraeutler and Dr. Dosoretz, will establish, review and approve
compensation programs of the Company generally and will set salaries and bonuses
for officers and certain other salaried employees of the Company.

55
<PAGE> 57

DIRECTORS' COMPENSATION

Directors who are not employees of the Company will receive $10,000 per
year for serving as directors and members of committees, plus $1,500 for each
Board of Directors meeting attended (including Board meetings held by
telephone). For their services as committee members, non-employee directors will
receive $1,000 per meeting attended, unless the meeting occurs on the same day
as a Board meeting, in which case no separate fee will be paid. All non-employee
directors also will receive nonqualified options under the Company's 1997 Stock
Option Plan each year at the time of the annual shareholders' meeting to
purchase 1,500 shares of Common Stock at the fair market value at such time.
Employee directors will not be separately compensated for their services as
directors.

The Company's physicians who are directors own the professional
corporations with which subsidiaries of the Company have Administrative Services
Agreements and have the potential to benefit from this ownership. See "Certain
Relationships and Related Party Transactions -- Administrative Services
Agreements."

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the
compensation paid by the Company during fiscal year 1997 for services in all
capacities to the Company's Chief Executive Officer and to each of the other
executive officers whose compensation exceeded $100,000 (collectively, the
"named executive officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION(1) AWARDS
--------------- ------------
SECURITIES
UNDERLYING
STOCK OPTION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY GRANTS COMPENSATION(2)
--------------------------- ---- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Daniel E. Dosoretz, M.D...................... 1997 $513,453 -- $ 3,237
President and Chief Executive Officer
G. David Schiering........................... 1997 $234,115 123,846 $ 3,237
Executive Vice President and Chief
Operating Officer
Herbert L. Ort............................... 1997 $190,077 38,465 $ 37
Vice President-Corporate Development and
Treasurer
</TABLE>

- ---------------

(1) Effective April 1, 1998, compensation for each named executive officer is
determined by the terms of his employment agreement. These agreements set
annual base salaries of $380,000, $185,000 and $185,000 for Dr. Dosoretz,
Mr. Schiering and Mr. Ort, respectively. See " Employment Agreements."

(2) Comprised of 401(k) plan matching contributions of $3,200 for each of Dr.
Dosoretz and Mr. Schiering and term life insurance premiums of $37 for each
person.

STOCK OPTIONS

The Company had long-standing commitments with certain of its key employees
to grant them stock options in the Company. Prior to the Exchange Transaction,
this was not practicable since the Company was operating with more than thirty
separate corporations and partnerships and no single corporate entity was
available for uniform and comprehensive equity participation. Following the
Exchange Transaction, the Company adopted its 1997 Stock Option Plan (as
subsequently amended and restated, the "1997 Plan") and, effective August 1,
1997, granted options for a total of 558,076 shares of Common Stock to key
employees and an advisor. Each option is exercisable at a price per share equal
to 100% of the fair market value of the Common Stock at the date of grant,

56
<PAGE> 58

which was determined by the Board of Directors based upon a valuation received
from an independent appraiser and other factors to be $3.50 per share.

The following table presents information on option grants during 1997 to
the named executive officers. The 1997 Plan does not provide for the grant of
stock appreciation rights.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE
UNDERLYING OPTIONS EXERCISE APPRECIATION FOR
OPTIONS GRANTED TO OR BASE OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- ------------ -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Daniel E. Dosoretz, M.D...... -- -- -- -- -- --
G. David Schiering........... 123,846 23.8% $3.50 7/31/07
Herbert L. Ort............... 38,465 7.4% $3.50 7/31/07
</TABLE>

- ---------------

(1) All options vest at the rate of 20% per year beginning August 1, 1998. Each
option becomes exercisable in full (i) if any person becomes, or commences a
tender offer which could result in the person becoming, the beneficial owner
of more than 50% of the outstanding shares of the Company's Common Stock or
(ii) in the event of the execution of an agreement of merger, consolidation
or reorganization pursuant to which the Company is not to be the surviving
corporation or the execution of an agreement of sale or transfer of all or
substantially all of the assets of the Company.

In addition, on August 1, 1997, Dr. Garton, a director of the Company, was
granted an option to purchase 71,400 shares of Common Stock at an exercise price
of $3.50 per share and having the same terms as the options described in Note
(1) above.

The following table provides information on options held at December 31,
1997. No options were exercised or exercisable during 1997.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
VALUE REALIZED UNEXERCISED OPTIONS AT
($) OPTIONS AT FY-END(1)
---------------- FY-END (#) -------------
(MARKET PRICE ON ------------- ($)
SHARES ACQUIRED ON EXERCISE LESS EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) EXERCISE PRICE) UNEXERCISABLE UNEXERCISABLE
- ---- ------------------ ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Daniel E. Dosoretz, M.D.......... -- -- -/- -/-
G. David Schiering............... -- -- -/123,846
Herbert L. Ort................... -- -- -/38,465
</TABLE>

- ---------------

(1) Based upon an assumed initial public offering price of $ per share.

The 1997 Plan provides for the grant of both incentive and nonqualified
stock options to purchase up to 2,000,000 shares of Common Stock. Grants may be
made to the Company's employees, nonemployee directors and consultants and
advisors. The 1997 Plan is administered by the Board of Directors of the
Company. The 1997 Plan provides that all option exercise prices must equal at
least 85% of market value of the Common Stock on the date of grant. Options
expire no later than ten years after grant. At the time of the Offering, the
Company will grant additional options to purchase approximately
shares of Common Stock, at the initial public offering price, including options
to certain executive officers to purchase the following numbers of shares: Mr.
Ort, 40,000 shares and Mr. Koeninger, 90,000 shares (including a 20,000 share
grant contingent on the closing of the Offering).

57
<PAGE> 59

EMPLOYMENT AGREEMENTS

Physician-Shareholders. The Company has both an Executive Employment
Agreement ("Executive Agreement") and a Physician Employment Agreement
("Physician Agreement") with each of Drs. Katin, Dosoretz, Blitzer, Garton and
Rubenstein. Each agreement is for a five-year term, commencing on April 1, 1998
and, at the expiration, renewing automatically for successive one-year terms
unless prior notice is given by either party. Dr. Dosoretz's Executive Agreement
provides for an annual base salary of $320,000 and contemplates that he will
devote approximately 80% of his time to duties under that Agreement; his
Physician Agreement provides for an annual base salary of $60,000. Drs. Katin,
Blitzer, Garton and Rubenstein receive annual base salaries of $60,000 under
their Executive Agreements and annual base salaries of $240,000 under their
Physician Agreements. If Dr. Dosoretz's Physician Agreement is terminated but
his Executive Agreement is not, his annual base salary under the latter
Agreement will be increased to $380,000. In similar circumstances, the annual
base salaries of each of Drs. Katin, Blitzer, Garton and Rubenstein under their
Executive Agreements will be increased to $300,000. Conversely, if any person's
Executive Agreement is terminated, but his or her Physician Agreement is not,
the annual base salary under the person's Physician Agreement will be increased
to $300,000. Prior to the Offering, each person has been entitled to receive
bonuses based upon objective standards which have been established by the Board
of Directors and which are being paid on a monthly basis. Subsequent to the
Offering, each person may be awarded such bonuses and/or salary increases as the
Board of Directors determines in its sole discretion. The Executive and
Physician Agreements restrict each person from competing with the Company during
the term of the Agreement and for two years thereafter (a) as an executive, in
any state or state adjacent to a state where a Company center or other business
is located and (b) as a physician, within 25 miles of any Company center.

Other Executive Employees. The Company has entered into employment
agreements, for terms commencing on April 1, 1998 and expiring on March 31,
2003, with Messrs. Schiering, Ort and Biscardi, providing for annual base
salaries of $185,000, $185,000 and $100,000, respectively, subject to increase
from time to time. Mr. Koeninger also has an employment agreement with the
Company for a five year term, which began on July 13, 1998, with a base salary
of $145,000 for the first 12 months and of $170,000 thereafter, subject to
increase from time to time. At the expiration of its initial term, each
agreement renews automatically for successive one-year terms unless prior notice
is given by either party. Prior to the Offering, Messrs. Schiering and Ort have
been entitled to receive bonuses based upon objective standards which have been
established by the Board of Directors and which are being paid on a monthly
basis. Mr. Koeninger's agreement provides for an escalating bonus of up to
$25,000 for the first year of employment, plus an additional bonus of $10,000
and an option grant for 20,000 shares of Common Stock contingent on closing of
the Offering. Subsequent to the Offering, each person will be eligible for
bonuses and other employee benefits in accordance with the programs that may be
established at the sole discretion of the Board of Directors. Each of the
employment agreements restricts the named executive employee from competing with
the Company during the term of the agreement and, under most circumstances, for
two (2) years after termination of the agreement in any state, or state adjacent
to a state, where there is a center or other business operated by the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company has never had a Compensation Committee or other committee of
the Board of Directors performing similar functions. Historically, decisions
concerning compensation of executive officers of the Company were made by the
Company's Board of Directors. Following the Offering, the Company will establish
a Compensation Committee composed of Messrs. Moore and Kraeutler and Dr.
Dosoretz.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Described below are certain transactions and relationships between the
Company and certain of its officers, directors and shareholders which have
occurred during the last three fiscal years. The Company believes that the
material terms of the various transactions were as favorable as could have been
obtained from unrelated third parties.

58
<PAGE> 60

The Board of Directors of the Company has adopted a policy requiring that
after the Offering any transactions, including loans, between the Company and
its officers, directors, principal shareholders and their affiliates be on terms
no less favorable to the Company than could be obtained from unrelated third
parties and that any such transactions be approved by a majority of the
disinterested members of the Company's Board of Directors.

ADMINISTRATIVE SERVICES AGREEMENTS

In order to comply with state laws prohibiting the corporate practice of
medicine in New York and Nevada, radiation therapy services at the Company's
centers in those states are not provided by employees of the Company, but rather
by radiation oncologists who are employees of professional corporations
organized under the laws of those states. Pursuant to the Administrative
Services Agreements, the Company receives monthly fees for management services
rendered to the professional corporations. The Company has Administrative
Services Agreements with YRM and Riverhill in New York, and with MJK in Nevada.
Each of the professional corporations is owned by current shareholders of the
Company. Each of Drs. Katin, Dosoretz, Blitzer, Rubenstein, Sheridan and Garton
own equal interests in Riverhill. Each of Drs. Katin, Dosoretz, Blitzer,
Rubenstein and Garton own equal interests in YRM. Dr. Katin owns 100% of MJK. To
the extent that a professional corporation is profitable, its shareholders have
the potential to benefit, either through distributions or increases in the
professional corporation's equity value. During 1997 and the first six months of
1998, these professional corporations made total payments in the amounts of
$347,000 and $656,557, respectively, to the Company. See "The Company" and
"Business -- Administrative Services Agreements."

EXCHANGE TRANSACTION

Pursuant to various agreements among the Company, the Predecessor Companies
and the Initial Shareholders, the operations of the Company were reorganized and
combined effective August 1, 1997. As a result of the Exchange Transaction, the
Initial Shareholders received the following numbers of shares of Common Stock:
Dr. Katin, 1,670,436 shares; Dr. Dosoretz, 1,893,846 shares; Dr. Blitzer,
1,601,388 shares; Dr. Rubenstein, 1,470,590 shares; Dr. Sheridan, 1,316,090
shares; and Dr. Garton, 47,650 shares. See "The Company."

TRANSACTIONS

The Company had long-standing commitments with certain of its key employees
that they would be provided an opportunity to purchase equity interests in the
Company. Prior to the Exchange Transaction, this was not practicable since the
Company was operating with more than thirty separate corporations and
partnerships and no single corporate entity was available for uniform and
comprehensive equity participation. Following the Exchange Transaction, the
Company entered into Stock Purchase Agreements with three employees, including
Dr. Garton for 313,215 shares and Mr. Schiering for 30,000 shares. The purchase
price for the shares was equal to their fair market value, which was determined
by the Board of Directors based upon a valuation received from an independent
appraiser to be $3.50 per share. The Stock Purchase Agreements provided for
payment to be made no later than August 14, 1998. Mr. Schiering made payment for
his shares prior to August 14, 1998. As of August 14, 1998, the Company made a
loan, bearing interest at 8.5%, to Dr. Garton in the amount, after certain
offsets, of $755,250 to enable her to satisfy the purchase price obligation for
her shares. Dr. Garton repaid $100,000 of the note on September 18, 1998. The
remaining $655,250 due the Company is payable on or before December 31, 1999.

Drs. Katin, Dosoretz, Rubenstein, Sheridan and Garton have entered into an
agreement under which each will purchase 32,028 shares of Common Stock from Dr.
Blitzer. The purchases will occur upon the closing of the Offering at a purchase
price equal to the initial public offering price.

Mr. Patrich, the Company's Assistant Vice President, Senior Financial
Analyst and Assistant Treasurer, receives a salary of $75,000 per year and, at
the time of the Offering, will be granted options to purchase 20,000 shares of
Common Stock at the initial public offering price. Mr. Patrich is the
brother-in-law of Dr. Dosoretz.

59
<PAGE> 61

Mr. Paul Rubenstein, the manager of the Company's New York regional
networks, receives a salary of $70,000 per year and, at the time of the Offering
will be granted an option to purchase 20,000 shares of Common Stock at the
initial public offering price. Mr. Rubenstein is the brother of Dr. Rubenstein.

NUC-PHAR, Inc. ("NUC-PHAR"), which was formed in March 1996, is a provider
of nuclear medical and pharmacological supplies to hospitals and other radiation
therapy practices, including the Company. Each of the Initial Shareholders other
than Dr. Garton owns a 13% interest in NUC-PHAR; Dr. Garton and Messrs.
Schiering and Galmarini each own a 5% interest. Purchases by the Company from
NUC-PHAR were approximately $52,000, $422,000 and $348,000 during 1996, 1997 and
the six months ended June 30, 1998, respectively. The premises occupied by
NUC-PHAR are owned by 21st Century Oncology, Inc. and, since June 12, 1997, have
been leased to NUC-PHAR for a term expiring in June 2002, with one five-year
renewal option, at a rate of $1,696 per month, net. Rental payments to the
Company by NUC-PHAR were $10,176 in 1997 and $10,176 for the six months ended
June 30, 1998.

The Company employs the individuals who operate NUC-PHAR and charges
NUC-PHAR for the salaries and fringe benefit costs of these individuals plus a
service fee. Charges to NUC-PHAR were $74,052, $141,525 and $103,700 for the
years ended December 31, 1996 and 1997 and the six months ended June 30, 1998,
respectively.

The Company has a Software Development Agreement with AlphaWave Internet
Development Center ("AlphaWave") for software development services with respect
to an Internet-based image and text storage and retrieval system of patient
records known as the Oncology Wide Area Network ("OWAN"). AlphaWave is owned by
Geoffrey D. Schiering, the son of G. David Schiering, Chief Operating Officer of
the Company. The agreement may be terminated by the Company at any time. A
maximum of $51,445, plus specified expenses, is payable pursuant to the software
development agreement. AlphaWave has agreed not to develop or assist potential
competitors of the Company in developing similar systems for two years after the
expiration or termination of the agreement. OWAN also will be marketed to third
parties by the Company and AlphaWave pursuant to a joint marketing agreement
between the parties. The Company paid AlphaWave fees of approximately $10,830,
$35,250 and $40,750 during 1996, 1997 and the six months ended June 30, 1998,
respectively, for both the software development and joint marketing agreements.

The Company leases the space for its 3680 Broadway, Ft. Myers, Florida
radiation therapy center from 3680 Broadway Building Partnership, a Florida
general partnership in which Dr. Sheridan has an 18% interest and each of Drs.
Katin, Dosoretz, Blitzer and Rubenstein has a 13% interest. The current lease
extends through August 2002 and provides for annual rent of approximately
$365,000 plus insurance, taxes and assessments. Rental payments by the Company
under the lease were approximately $389,000, $374,000 and $382,000 during 1995,
1996 and 1997, respectively, and approximately $193,700 for the six months ended
June 30, 1998.

The Company owes Cape Expansion Partnership $41,692, which represents the
balance outstanding on a debt of approximately $117,500 incurred in 1988 to
finance the expansion of the Cape Coral, Florida radiation therapy center. The
note bears interest of 11.5% per annum and matures March 1, 2001. Cape Expansion
Partnership is a Florida general partnership owned by Drs. Katin, Dosoretz and
Blitzer.

In December 1997, the Company borrowed approximately $301,000 from the
Edison Bank, of which Drs. Dosoretz and Sheridan serve as directors and of which
Drs. Dosoretz and Sheridan and Messrs. Schiering and Galmarini hold an aggregate
of approximately 25% of the common stock. The loan bears interest at the higher
of the prime rate or 8.5% per annum, is due November 15, 1998 and is personally
guaranteed by the Initial Shareholders other than Dr. Garton. The Company
intends to repay the debt upon the closing of the $45.0 million revolving credit
facility with First Union National Bank (an affiliate of Wheat First Union).

Drs. Dosoretz and Sheridan were directors, and together held approximately
25% of the stock, of Heritage Bank until its acquisition by another company in
June, 1996. During 1994, 1995 and 1996, the Company was indebted to Heritage
Bank in a maximum amount of $342,500 under mortgage loans relating to certain of
the Company's facilities.

On June 5, 1998, the Company entered into a joint venture relationship with
Faxton Hospital for the delivery of radiation oncology services at two centers
in Utica, New York. The Company's New York subsidiary, NYRT,
60
<PAGE> 62

owns 40% of the joint venture, and Faxton Hospital owns the remainder. YRM, a
New York practice group owned by certain of the Initial Shareholders and a party
to other agreements with the Company, provides professional medical services for
the centers. One of the physicians employed by YRM, John S. Crawford, M.D., is a
brother-in-law of Dr. Blitzer. In connection with this arrangement, the Company
agreed to issue to this physician shares of Common Stock in the Company equal to
$700,000. If an initial public offering of the Common Stock is completed prior
to January 1, 2000, the number of shares shall be calculated by using the
initial public offering price. If an initial public offering has not occurred by
that date, interest at the prime rate shall be paid and the number of shares to
be issued shall be calculated on the basis of an appraisal of the shares as of
January 1, 1999. These shares are subject to certain piggyback registration
rights.

INDEBTEDNESS TO RELATED PARTIES

At June 30, 1998, the Company was indebted to certain of its shareholders
and their relatives in the amount of $2,373,686, representing principal of
$2,182,152 and accrued interest of $191,534 on the promissory notes listed
below. Except as noted, all of this indebtedness will be repaid with a portion
of the proceeds of this Offering.

Mildred Sheridan, Dr. Sheridan's mother, holds a promissory note dated
February 8, 1993 in the principal amount of $200,000, which bears interest at
the prime rate (8.5% at June 30, 1998) and is due on demand. At June 30, 1998,
$201,025 in principal and accrued interest was outstanding under this note.

Dr. Howard M. Sheridan, trustee under the will of his father, holds
promissory notes dated April 15, 1994 and November 10, 1993 in the principal
amounts of $99,000 and $80,000, respectively, which bear interest at the prime
rate and are due on demand. At June 30, 1998, $179,718 in principal and accrued
interest was outstanding under these notes.

Dr. Howard M. Sheridan holds promissory notes of various dates in principal
amounts totalling $345,631. The notes bear interest at the rate of 8% per annum
and are due on demand. At June 30, 1998, $395,648 in principal and accrued
interest was outstanding under these notes.

Natalie Driggers, Dr. Sheridan's wife's aunt, holds promissory notes in the
principal amounts of $100,000 and $90,000, dated May 1, 1993 and September 16,
1993, respectively. The notes bear interest at the prime rate and are due on
demand. At June 30, 1998, $190,899 in principal and accrued interest was
outstanding under these notes.

Dr. Daniel E. Dosoretz holds promissory notes of various dates in principal
amounts totalling $218,196. The notes bear interest at the rate of 8% per annum
and are due on demand. At June 30, 1998, $260,837 in principal and accrued
interest was outstanding under these notes.

Dr. Peter H. Blitzer holds promissory notes of various dates in principal
amounts totalling $265,996. The notes bear interest at the rate of 8% per annum
and are due on demand. At June 30, 1998, $288,122 in principal and accrued
interest was outstanding under these notes.

Dr. Michael J. Katin holds promissory notes of various dates in principal
amounts totalling $254,996. The notes bear interest at the rate of 8% per annum
and are due on demand. At June 30, 1998, $308,031 in principal and accrued
interest was outstanding under these notes.

Dr. James H. Rubenstein holds promissory notes of various dates in
principal amounts totalling $300,354. The notes bear interest at the rate of 8%
per annum and are due on demand. At June 30, 1998, $337,715 in principal and
accrued interest was outstanding under these notes.

Dr. Graciela R. Garton held promissory notes of various dates in principal
amounts totalling $194,980. The notes bore interest at the rate of 8% per annum
and were due on demand. At June 30, 1998, $211,691 in principal and accrued
interest was outstanding under these notes. These notes were repaid in full as
of August 14, 1998 in connection with her purchase of certain shares of Common
Stock (see "Transactions" above).

61
<PAGE> 63

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock on September 1, 1998 (on an actual basis
and as adjusted to reflect the sale of shares offered hereby) by (i) each
beneficial owner of more than five percent of the Common Stock immediately prior
to the Offering, (ii) each director, nominee for director and named executive
officer and (iii) all directors, nominees and executive officers of the Company
as a group. Unless otherwise indicated, all shares are owned directly and the
indicated owner has sole voting and dispositive power with respect thereto.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-------------------------------------------------------
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE BENEFICIALLY OWNED
------------------------ ------------------ ---------------------------------
BEFORE OFFERING AFTER OFFERING
--------------- --------------
<S> <C> <C> <C>
Michael J. Katin(2)(3)......................... 1,702,464 19.9%
Daniel E. Dosoretz(2)(3)....................... 1,925,874 22.6
Peter H. Blitzer(2)(3)......................... 1,441,248 16.9
James H. Rubenstein(2)(3)...................... 1,502,618 17.6
Howard M. Sheridan(2)(3)....................... 1,348,118 15.8
Graciela R. Garton(3).......................... 407,173 4.8
John A. Kraeutler.............................. -- -- --
Wilfred T. O'Gara.............................. -- -- --
James W. Moore................................. -- -- --
G. David Schiering............................. 54,769 * *
Herbert L. Ort................................. 7,693 * *
All directors, nominees and executive officers
as a group (13 persons)........................ 8,413,957 97.7%
</TABLE>

- ---------------

* Less than 1% of the outstanding Common Stock.

(1) All percentages have been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). For
purposes of this table, a person or group is deemed to have "beneficial
ownership" of any shares of Common Stock which the person or group has the
right to acquire within 60 days after the date of this Prospectus. Includes
options to purchase shares of Common Stock which are currently exercisable
or become exercisable within 60 days of the date of this Prospectus as
follows: Dr. Garton, 14,280 shares; Mr. Schiering, 24,769 shares; Mr. Ort,
7,693 shares; and all directors, nominees and executive officers as a group,
70,742 shares.

(2) The address of each of Drs. Katin, Dosoretz, Blitzer, Rubenstein and
Sheridan is 1850 Boy Scout Drive, Suite A-101, Fort Myers, Florida 33907.

(3) Upon the closing of the Offering, Dr. Blitzer has agreed to sell at the
initial public offering price 32,028 shares of Common Stock to each of the
following existing shareholders: Dr. Katin, Dr. Dosoretz, Dr. Rubenstein,
Dr. Sheridan and Dr. Garton (for a total of 160,140 shares). See "Certain
Relationships and Related Party Transactions." These shares are excluded
from those shown above as beneficially owned by Dr. Blitzer and included in
those shares shown as beneficially owned by Drs. Katin, Dosoretz,
Rubenstein, Sheridan and Garton.

62
<PAGE> 64

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, $.0001 par value per share, and 1,000,000 shares of undesignated
preferred stock, $.0001 par value per share. The following description of
certain matters relating to the capital stock of the Company is a summary and is
qualified in its entirety by the provisions of the Company's Articles of
Incorporation and Bylaws and by the provisions of the Florida Business
Corporation Act.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders. Shareholders do not
have the right to cumulate their votes in the election of directors.

Subject to any preferences granted to holders of preferred stock, holders
of Common Stock are entitled to share in such dividends as the Board of
Directors, in its discretion, may validly declare from funds legally available.
In the event of liquidation, each outstanding share of Common Stock entitles its
holder to participate ratably in the assets remaining after payment of
liabilities and any preferred stock liquidation preferences.

Shareholders have no preemptive or other rights to subscribe for or
purchase additional shares of any class of stock or any other securities of the
Company. There are no redemption or sinking fund provisions with regard to the
Common Stock.

The vote of holders of a majority of all outstanding shares of Common Stock
is required to amend the Articles of Incorporation and to approve mergers,
reorganizations and similar transactions.

PREFERRED STOCK

Up to 1,000,000 authorized shares of preferred stock may be issued from
time to time in series having such designations, preferences and rights,
qualifications and limitations as the Board of Directors may determine without
any approval of shareholders. Preferred stock could be given rights which would
adversely affect the equity of holders of Common Stock and could have preference
to Common Stock with respect to dividend and liquidation rights. Issuance of
preferred stock could have the effect of acting as an anti-takeover device to
prevent a change of control of the Company.

PROVISIONS AFFECTING BUSINESS COMBINATIONS AND CHANGES IN CONTROL

After the Offering, the Company will be subject to several anti-takeover
provisions under Florida law. The FBCA prohibits the voting of shares of an
"issuing public corporation" (which the Company will be after the Offering) that
are acquired in a "control share acquisition" unless the holders of a majority
of the corporation's voting shares (exclusive of shares held by officers of the
corporation, inside directors and the acquiring party) approve the granting of
voting rights as to those shares or unless the acquisition is approved by the
corporation's board of directors prior to the acquisition. A "control share
acquisition" is an acquisition of shares that immediately thereafter entitles
the acquiring party to vote in the election of directors within any of the
following ranges of voting power: (i) one-fifth but less than one-third of such
voting power, (ii) one-third, but less than a majority of such voting power, and
(iii) more than a majority of such voting power.

The FBCA also contains an "affiliated transaction provision" that prohibits
a Florida corporation from engaging in a broad range of business combinations or
other extraordinary corporate transactions with an "interested shareholder"
unless, among other things, the transaction is approved by a majority of
disinterested directors, the corporation has not had more than 300 shareholders
of record at any time during the three preceding years, the interested
shareholder has owned at least 80% of the corporation's outstanding voting
shares for at least five years, or the transaction is approved by the holders of
two-thirds of the corporation's voting shares other than those owned by the
interested shareholder. An "interested shareholder" is defined as a person who,
together with affiliates and associates, beneficially owns more than 10% of the
corporation's outstanding voting shares.

63
<PAGE> 65

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent for the Company's Common Stock is
.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
shares of Common Stock. The shares sold in the
Offering, and any of the up to shares sold upon exercise of the
Underwriters' over-allotment option, will be freely tradeable without
restriction or registration under the Securities Act. The remaining
shares (of which are held by affiliates) are
"restricted securities" as that term is defined in Rule 144 under the Securities
Act (the "Restricted Shares"). The Restricted Shares may not be sold unless they
are registered under the Act or sold pursuant to an applicable exemption from
registration, including an exemption pursuant to Rule 144. of the
Restricted Shares will be eligible for resale in the public market under Rule
144 beginning 90 days after the date of this Prospectus. An additional 30,000
Restricted Shares will be eligible for resale under Rule 144 beginning in May
1999. The remaining Restricted Shares will not be eligible for resale pursuant
to Rule 144 until at least one year after the date of the Offering.

Rule 144 imposes certain restrictions and limitations on the public market
of restricted securities and of securities owned by affiliates. In general,
under Rule 144 as currently in effect, if a holding period of at least one year
has elapsed since the date the restricted securities were acquired from the
Company (or an affiliate of the Company), then the holder of such restricted
securities (either an affiliate or non-affiliate of the Company) is entitled,
subject to certain conditions, to sell within any three-month period a number of
shares which does not exceed the greater of (i) 1% of the Company's then
outstanding shares of Common Stock or (ii) the shares' average weekly trading
volume during the four calendar weeks preceding such sale. Sales under Rule 144
are also subject to certain manner-of-sale restrictions and notice requirements
and to the availability of current public information about the Company.

The Company has reserved up to 2,000,000 shares of its Common Stock for
issuance under the 1997 Plan, of which options to purchase 558,076 shares have
been granted and options for 116,615 shares currently are exercisable. Upon the
completion of the Offering the Company will grant additional options to purchase
shares of Common Stock under the 1997 Plan. See
"Management -- Stock Options." The Company currently intends to register the
shares of Common Stock reserved for issuance under the 1997 Plan on Form S-8
under the Securities Act shortly after the Offering. The Form S-8 is expected to
become effective immediately upon its filing and shares covered by such
registration statement will be eligible for sale in the public market when
issued upon the exercise of options, subject to Rule 144 limitations applicable
to affiliates and the lock-up agreements. If the Company does not file such a
registration statement, holders of shares issuable upon the exercise of options
granted prior to the Offering will be able to rely on the exemption from
registration under Rule 701. Securities issued in reliance on Rule 701 are
restricted securities and at the expiration of the lock-up period may be sold by
non-affiliates subject only to the manner of sale provisions under Rule 144 and
by affiliates subject to all Rule 144 provisions except its one-year minimum
holding period requirement.

The Company and its shareholders and optionees prior to the Offering have
agreed not to offer, sell or otherwise dispose of any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for any shares of
Common Stock, including the Restricted Shares, and any shares issued upon option
exercise, for a period of 180 days from the date of this Prospectus, without the
prior written consent of Robert W. Baird & Co. Incorporated.

Since there has been no public market for the Common Stock prior to the
Offering, no prediction can be made as to the effect, if any, that market sales
of shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of substantial amounts of
Common Stock in the public market, or the perception that such sales could
occur, could adversely affect prevailing market prices and the Company's ability
to raise capital at favorable prices. Application has been made for listing of
Common Stock for quotation on the Nasdaq National Market under the symbol
"RTSI."

64
<PAGE> 66

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters listed
below, and the Underwriters for whom Robert W. Baird & Co. Incorporated and
Wheat First Union, a division of Wheat First Securities, Inc. (an affiliate of
First Union National Bank), are acting as representatives (the
"Representatives"), have severally agreed to purchase from the Company the
following respective number of shares of Common Stock set forth opposite their
names below.

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
------------ ----------------
<S> <C>
Robert W. Baird & Co. Incorporated..........................
Wheat First Securities, Inc. ...............................

--------
Total.....................................................
========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to purchase and pay for all of the
above shares of Common Stock if any are purchased.

The Underwriters propose to offer the shares of Common Stock directly to
the public at the public offering price set forth on the cover page of this
Prospectus, and at such price less a concession not in excess of $ per share
of Common Stock to certain other dealers who are members of the National
Association of Securities Dealers, Inc. The Underwriters may allow, and such
dealers may reallow, concessions not in excess of $ per share to certain
other dealers. After the Offering, the offering price, concessions and other
selling terms may be changed by the Underwriters. The Common Stock is offered
subject to receipt and acceptance by the Underwriters and to certain other
conditions, including the right to reject orders in whole or in part.

The Company has granted a 30-day over-allotment option to the Underwriters
to purchase, at the public offering price less the underwriting discount, up to
an aggregate of additional shares of Common Stock. If the
Underwriters exercise such over-allotment option, then each of the Underwriters
will be committed, subject to certain conditions, to purchase such additional
shares in approximately the same proportion as set forth in the above table. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of the shares of Common Stock offered hereby. The
Underwriting Agreement provides that the Company will indemnify the Underwriters
against certain liabilities under the Securities Act or will contribute to
payments that the Underwriters may be required to make in respect thereof.

The Company's current shareholders holding an aggregate of
shares of Common Stock have agreed pursuant to lock-up agreements not to sell or
offer to sell or otherwise dispose of any shares of Common Stock currently held
by them, any right to acquire any shares of Common Stock or any securities
exercisable for or convertible into any shares of Common Stock for a period of
180 days after the date of this Prospectus without the prior written consent of
Robert W. Baird & Co. Incorporated, other than as gifts or transfers by will or
the laws of descent and distribution or sales to the Company.

In addition, the Company has agreed that for a period of 180 days after the
date of this Prospectus it will not, without the prior written consent of Robert
W. Baird & Co. Incorporated, offer, sell or otherwise dispose of any

65
<PAGE> 67

shares of Common Stock except for shares of Common Stock offered hereby, shares
issued and options granted pursuant to the 1997 Plan and shares issued or to be
issued in acquisitions, if any.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial offering price for the Common Stock
will be determined by negotiations between the Company and the Representatives
of the Underwriters. Among the factors to be considered in such negotiations are
the results of operations of the Company in recent periods, estimates of the
prospects of the Company and the industry in which the Company competes, an
assessment of the Company's management, the general state of the securities
markets at the time of the offering and the prices of similar securities of
generally comparable companies. The Company has submitted an application for
approval of its Common Stock for quotation on the Nasdaq Stock Market's National
Market under the symbol "RTSI." There can be no assurance, however, that an
active or orderly trading market will develop for the Common Stock or that the
Common Stock will trade in the public markets subsequent to the Offering at or
above the initial public offering price.

In the ordinary course of their business, First Union National Bank, an
affiliate of Wheat First Union, has engaged, and may in the future engage, in
commercial banking transactions with the Company and its subsidiaries. On August
21, 1998, First Union National Bank entered into a commitment to provide a $45.0
million revolving credit facility to the Company. To the extent proceeds are
available, amounts drawn on the credit facility prior to the Offering, which are
expected to be approximately $ million, will be repaid from the net proceeds
of the Offering. Under the Conduct Rules of the National Association of
Securities Dealers, Inc. ("NASD"), because more than ten percent of the net
proceeds from the Offering are intended to be used to repay the loan made by the
affiliate of Wheat First Union, the public offering price can be no higher than
that recommended by a "qualified independent underwriter" meeting certain
standards. In accordance with this requirement, Robert W. Baird & Co.
Incorporated will serve in such role and will recommend a price in compliance
with the requirements of the NASD Conduct Rules. Robert W. Baird & Co.
Incorporated, in its role as qualified independent underwriter, will perform a
due diligence investigation and has reviewed and participated in the preparation
of this Prospectus and the Registration Statement of which this Prospectus forms
a part. In accordance with the NASD Conduct Rules, no NASD member participating
in the distribution is permitted to confirm sales to accounts over which it
exercises discretionary authority without prior specific written consent. See
"Use of Proceeds" and "Management's Discussion and Analysis of Financial
Condition and Results of Operation -- Liquidity and Capital Resources."

In order to facilitate the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock during and after the Offering. Specifically, the Underwriters may
over-allot or otherwise create a short position in the Common Stock for their
own account by selling more shares of Common Stock than have been sold to them
by the Company. The Underwriters may elect to cover any such short position by
purchasing shares of Common Stock in the open market or by exercising the
over-allotment option granted to the Underwriters. In addition, the Underwriters
may stabilize or maintain the price of the Common Stock by bidding for or
purchasing shares of Common Stock in the open market and may impose penalty
bids, under which selling concessions allowed to syndicate members or other
broker-dealers participating in the Offering are reclaimed if shares of Common
Stock previously distributed in the Offering are repurchased in connection with
stabilization transactions or otherwise. The effect of these transactions may be
to stabilize or maintain the market price of the Common Stock at a level above
that which might otherwise prevail in the open market. The imposition of a
penalty bid also may affect the price of the Common Stock to the extent that it
discourages resales thereof. No representation is made as to the magnitude or
effect of any such stabilization or other transactions. Such transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock being offered
hereby will be passed upon for the Company by Taft, Stettinius & Hollister LLP,
Cincinnati, Ohio. In the past, Taft, Stettinius & Hollister LLP served as
underwriter counsel for a public offering co-managed by Robert W. Baird & Co.
Incorporated. Certain legal matters will be passed upon for the Underwriters by
Shumaker, Loop & Kendrick, LLP, Tampa, Florida.

66
<PAGE> 68

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1996 and
1997 and the consolidated statements of operations, shareholders' equity and
cash flows for each of the three years in the period ended December 31, 1997 and
the Combined Statement of Revenues, Direct Operating Expenses and Allocated
Expenses for the year ended December 31, 1996, included in this Prospectus, have
been included herein in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

A Registration Statement on Form S-1, including amendments thereto,
relating to the Common Stock offered by the Company has been filed with the
Securities and Exchange Commission (the "Commission"), Washington, D.C. 20549.
This Prospectus does not contain all of the information set forth in the
Registration Statement and in its exhibits. Statements contained in this
Prospectus as to the contents of any contract or any other document referred to
are not necessarily complete, and in each instance reference is made to the copy
of such contract or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement and its exhibits. A copy
of the Registration Statement may be inspected without charge at the
Commission's principal office in Washington, D.C. and copies of all or any part
thereof may be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington D.C. 20549, the New York Regional Office located
at Seven World Trade Center, New York, New York 10048, and the Chicago Regional
Office located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, upon payment of certain fees prescribed by the
Commission. Additionally, the Commission maintains a World Wide Web site that
contains reports, proxy and information statements and other information,
including the Company's Registration Statement, filed electronically with the
Commission. The address of the Commission's World Wide Web site is
http://www.sec.gov.

The Company intends to furnish its shareholders with annual reports
containing audited financial statements certified by its independent auditors.

67
<PAGE> 69

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGES
-----
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants......................... F-2
Consolidated Balance Sheets at December 31, 1996 and 1997
and June 30, 1998 (Unaudited).......................... F-3
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1996 and 1997 and for the Six Months
Ended June 30, 1997 and 1998 (Unaudited)............... F-4
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1995, 1996 and 1997 and for
the Six Months Ended June 30, 1998 (Unaudited)......... F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1996 and 1997 and for the Six Months
Ended June 30, 1997 and 1998 (Unaudited)............... F-6
Notes to Consolidated Financial Statements................ F-7 - F-20

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
Combined and Consolidated Balance Sheets as of December
31, 1996 and 1997 and June 30, 1998.................... F-22
Combined and Consolidated Statements of Operations for the
Years Ended December 31, 1995 and 1996, and for the
Seven Months Ended July 31, 1997 and for the Five
Months Ended December 31, 1997, and for the Six Months
Ended June 30, 1997 and 1998........................... F-23
Combined and Consolidated Statements of Owners' Equity for
the Years Ended December 31, 1995 and 1996, and for the
Seven Months Ended July 31, 1997 and for the Five
Months Ended December 31, 1997, and for the Six Months
Ended June 30, 1998.................................... F-24
Combined and Consolidated Statements of Cash Flows for the
Years Ended December 31, 1995 and 1996, and for the
Seven Months Ended July 31, 1997 and for the Five
Months Ended December 31, 1997, and for the Six Months
Ended June 30, 1997 and 1998........................... F-25 - F-26
Notes to Supplemental Combined and Consolidated Financial
Statements............................................. F-27 - F-41

ACQUIRED COMPANIES FINANCIAL STATEMENT
Report of Independent Accountants......................... F-42
Combined Statement of Revenues, Direct Operating Expenses
and Allocated Expenses................................. F-43
Notes to Financial Statement.............................. F-44 - F-46
</TABLE>

F-1
<PAGE> 70

REPORT OF INDEPENDENT ACCOUNTANTS

February 20, 1998

To the Shareholders
Radiation Therapy Services, Inc.
Fort Myers, Florida

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations and shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Radiation Therapy Services, Inc. and its subsidiaries at December 31, 1996 and
1997, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

As discussed in Notes 1 and 8 to the consolidated financial statements,
prior to August 1, 1997, the Company's business was operated through various
affiliated corporations and partnerships under common management. On August 1,
1997, these corporations and partnerships were combined and became wholly-owned
subsidiaries of the Company in a stock exchange transaction accounted for as a
purchase.

/s/ PricewaterhouseCoopers LLP

F-2
<PAGE> 71

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1997 AND JUNE 30, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- PRO FORMA
1996 1997 JUNE 30, 1998 JUNE 30, 1998
----------- ----------- ------------- -------------

(UNAUDITED) (UNAUDITED)
(SEE NOTE 16)
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash...................................... $ 178,229 $ 1,131,207 $ 940,326 $ 940,326
Accounts receivable, net.................. 5,107,158 7,263,845 8,613,557 8,613,557
Inventory................................. 609,006 622,969 667,177 667,177
Other..................................... 295,377 661,073 1,503,997 1,503,997
----------- ----------- ----------- -------------
Total current assets............... 6,189,770 9,679,094 11,725,057 11,725,057
Property and equipment, net................. 12,722,054 30,240,125 33,392,575 33,392,575
Goodwill, net of accumulated amortization of
$1,062,826 and $1,507,430, at December 31,
1996 and 1997, respectively............... 4,898,112 6,546,152 9,730,030 9,730,030
Other assets................................ 1,416,374 2,387,068 4,390,595 4,390,595
----------- ----------- ----------- -------------
Total assets....................... $25,226,310 $48,852,439 $59,238,257 $ 59,238,257
=========== =========== =========== =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses..... $ 3,811,236 $ 4,227,924 $ 3,994,865 $ 6,494,865
Current portion of long-term debt......... 3,919,372 10,096,607 14,031,092 14,031,092
----------- ----------- ----------- -------------
Total current liabilities.......... 7,730,608 14,324,531 18,025,957 20,525,957
Long-term debt, less current portion........ 11,181,492 18,677,216 22,110,829 22,110,829
Other long-term liabilities................. 0 0 870,000 1,100,000
----------- ----------- ----------- -------------
Total liabilities.................. 18,912,100 33,001,747 41,006,786 43,736,786
----------- ----------- ----------- -------------
Commitments and contingencies (Notes 11, 13
and 17)
Shareholders' Equity
Preferred stock, $.0001 par value,
1,000,000 shares authorized, none
issued.................................. 0 0 0 0
Common stock, $.0001 par value, 20,000,000
shares authorized, 5,781,464, 8,538,822
and 8,538,822 shares issued at December
31, 1996 and 1997 and June 30, 1998
(unaudited), respectively............... 578 854 854 854
Additional paid-in capital................ 1,860,739 11,511,215 11,511,215 17,281,494
Retained earnings......................... 4,452,893 6,224,500 8,500,279 0
Notes receivable from shareholders........ 0 (1,885,877) (1,780,877) (1,780,877)
----------- ----------- ----------- -------------
Total shareholders' equity......... 6,314,210 15,850,692 18,231,471 15,501,471
----------- ----------- ----------- -------------
Total liabilities and shareholders'
equity........................... $25,226,310 $48,852,439 $59,238,257 $ 59,238,257
=========== =========== =========== =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 72

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------- --------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net service revenues.............. $20,966,345 $22,166,459 $29,349,113 $12,453,993 $21,077,775
Direct costs of therapy
services........................ 11,078,162 10,937,038 13,786,989 5,727,346 10,177,915
----------- ----------- ----------- ----------- -----------
Treatment center
contribution........... 9,888,183 11,229,421 15,562,124 6,726,647 10,899,860
General and administrative........ 6,329,585 7,633,957 10,412,324 4,018,810 6,825,309
----------- ----------- ----------- ----------- -----------
Operating income......... 3,558,598 3,595,464 5,149,800 2,707,837 4,074,551
Interest expense.................. 1,100,390 1,114,131 1,775,228 630,814 1,396,489
Other income...................... 106,051 122,265 130,342 48,034 151,717
----------- ----------- ----------- ----------- -----------
Net income............... $ 2,564,259 $ 2,603,598 $ 3,504,914 $ 2,125,057 $ 2,829,779
=========== =========== =========== =========== ===========
Pro forma income data (unaudited--
see Note 16):
Income before income taxes...... $ 3,504,914 $ 2,829,779
Pro forma provision for income
taxes......................... 1,367,000 1,104,000
----------- -----------
Pro forma net income............ $ 2,137,914 $ 1,725,779
=========== ===========
Pro forma basic net income per
share......................... $ 0.26 $ 0.20
=========== ===========
Pro forma diluted net income per
share......................... $ 0.25 $ 0.19
=========== ===========
Pro forma weighted average
common stock shares
outstanding................... 8,205,195 8,538,822
=========== ===========
Pro forma weighted average
common stock shares and
equivalent shares
outstanding................... 8,585,701 8,919,328
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 73

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
NOTES
COMMON STOCK ADDITIONAL RECEIVABLE TOTAL
---------------------- PAID-IN RETAINED FROM SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS SHAREHOLDERS EQUITY
---------- -------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995......... 3,461,464 $ 346 $ 1,263,707 $ 4,255,764 $ 0 $ 5,519,817
Issuance of common stock....... 0 0 0 0 0 0
Shareholder contributions...... 0 0 66,544 0 0 66,544
Distribution to shareholders... 0 0 0 (2,164,849) 0 (2,164,849)
Net income..................... 0 0 0 2,564,259 0 2,564,259
---------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1995....... 3,461,464 346 1,330,251 4,655,174 0 5,985,771
Issuance of common stock....... 2,320,000 232 2,088 0 0 2,320
Shareholder contributions...... 0 0 528,400 0 0 528,400
Distribution to shareholders... 0 0 0 (2,805,879) 0 (2,805,879)
Net income..................... 0 0 0 2,603,598 0 2,603,598
---------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1996....... 5,781,464 578 1,860,739 4,452,893 0 6,314,210
Distribution to shareholders... 0 0 0 (1,733,307) 0 (1,733,307)
Issuance of common stock....... 538,822 54 1,885,823 0 (1,885,877) 0
Acquisition of related
entities..................... 2,218,536 222 7,764,653 0 0 7,764,875
Net income..................... 0 0 0 3,504,914 0 3,504,914
---------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1997....... 8,538,822 $ 854 11,511,215 6,224,500 (1,885,877) 15,850,692
Distribution to shareholders
(unaudited).................. 0 0 0 (554,000) 0 (554,000)
Payment of notes receivable
from shareholders
(unaudited).................. 0 0 0 0 105,000 105,000
Net income (unaudited)......... 0 0 0 2,829,779 0 2,829,779
---------- -------- ----------- ----------- ----------- -----------
Balance, June 30,
1998 -- (unaudited)............ 8,538,822 $ 854 $11,511,215 $ 8,500,279 $(1,780,877) $18,231,471
========== ======== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 74

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $2,564,259 $ 2,603,598 $ 3,504,914 $ 2,125,057 $ 2,829,779
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation................................. 1,616,574 1,380,679 1,816,669 646,260 1,479,706
Amortization................................. 880,283 788,164 1,033,999 370,133 744,971
Provision for bad debts...................... 244,177 299,865 825,522 404,647 597,914
Gain on the sale of property and equipment... (1,425) (1,574) 0 0 0
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable........................ (85,573) (1,638,789) (2,970,794) (851,046) (1,250,836)
Inventory.................................. 275 (141,845) (13,963) (7,055) (44,208)
Other...................................... 178,849 (50,088) (213,165) 77,309 (791,146)
Increase (decrease) in:
Accounts payable and accrued expenses.... (299,191) 910,448 1,346,717 (1,102,275) (261,527)
---------- ----------- ----------- ----------- -----------
Net cash provided by operating
activities........................... 5,098,228 4,150,458 5,329,899 1,663,030 3,304,653
---------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment............. (868,447) (450,641) (2,251,280) (302,773) (929,273)
Payments of organizational and other costs..... (618) (372,378) (100,939) (613) (43,965)
Proceeds from sale of property and equipment... 16,927 37,357 149,737 0 9,259
Deposits on equipment.......................... (85,800) (143,591) (23,817) (18,905) (94,687)
---------- ----------- ----------- ----------- -----------
Net cash used in investing activities.... (937,938) (929,253) (2,226,299) (322,291) (1,058,666)
---------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt................. 367,550 793,440 3,841,354 1,174,779 2,745,177
Payments on redemption payable................. (1,102,138) 0 0 0 0
Repayment of debt.............................. (5,351,642) (2,531,926) (3,985,687) (1,197,784) (4,850,167)
Shareholders' contributions.................... 66,544 528,400 0 0 0
Proceeds from shareholder loans................ 24,295 146,878 692,182 277,024 191,000
Proceeds from sale of stock.................... 0 2,320 0 0 105,000
Distributions to shareholders.................. (2,164,849) (1,905,879) (2,633,307) (805,577) (554,000)
Payments of loan costs......................... (20,091) (150,832) (65,164) (14,355) (73,878)
---------- ----------- ----------- ----------- -----------
Net cash used in financing activities.... (8,180,331) (3,117,599) (2,150,622) (565,913) (2,436,868)
---------- ----------- ----------- ----------- -----------
Net (decrease) increase in cash.......... (4,020,041) 103,606 952,978 774,826 (190,881)
Cash, beginning of period................ 4,094,664 74,623 178,229 178,229 1,131,207
---------- ----------- ----------- ----------- -----------
Cash, end of period...................... $ 74,623 $ 178,229 $ 1,131,207 $ 953,055 $ 940,326
========== =========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid.................................. $ 977,392 $ 1,417,295 $ 948,947
========== =========== ===========
Purchase of property and equipment from loan
proceeds..................................... $1,209,936 $ 2,238,950 $ 5,553,100
========== =========== ===========
Recorded capital lease obligations related to
the acquisition of leasehold improvements and
equipment.................................... $ 0 $ 1,220,744 $ 1,446,028
========== =========== ===========
Refinancing of debt............................ $ 0 $ 4,949,132 $ 250,299
========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 75

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS AND BASIS OF PRESENTATION

Radiation Therapy Services, Inc. and its wholly owned subsidiaries,
collectively referred to herein as the "Company," design, construct, own or
lease, and operate radiation therapy centers which provide radiation treatment
to cancer patients principally in Florida.

The Company began operations in the early 1980s as Katin Dosoretz Radiation
Therapy Associates, P.A., which was formed to own and operate a radiation
therapy center in Fort Myers, Florida. As additional radiation therapy centers
were opened, separate corporations were generally used to operate the centers
with correlating land partnerships formed to own the land on which the centers
are located (the "Predecessor Companies"). The Predecessor Companies were
operated under common management. In April 1997, the Company was incorporated as
a Florida corporation for the purpose of combining the Predecessor Companies
which existed at that time. In August 1997, the Company issued eight million
shares of its common stock ($.0001 par value from $1 par value) to the original
shareholders/partners of the Predecessor Companies in exchange for the ownership
interests in the entities. The change in par value has been reflected for all
periods presented. The following subsidiaries of the Company resulted from the
exchange:

21st Century Oncology, Inc.
Financial Services of Southwest Florida, Inc.
Radiation Therapy School for Radiation Therapy Technology, Inc.
Radiation Therapy Payroll Services, Inc.
Nevada Radiation Therapy Management Services, Incorporated
New York Radiation Therapy Management Services, Incorporated

All material intercompany balances and transactions have been eliminated.

SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information: The unaudited consolidated balance
sheet as of June 30, 1998, and the unaudited consolidated statements of
operations and cash flows for the six month periods ended June 30, 1997 and 1998
(interim financial information) have been prepared by the Company. In the
opinion of management, the interim financial information includes all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's financial position, results of operations, and cash
flows of the interim periods.

Certain information and footnote disclosures normally included in the
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted from the interim financial
information. The results of operations for the six month periods ended June 30,
1997 and 1998 are not necessarily indicative of the results to be expected for
the full year.

Accounts Receivable: Accounts receivable are stated net of all contractual
adjustments and estimated uncollectible amounts.

Inventories: Inventories consist of parts and supplies used for repairs and
maintenance of equipment owned or leased by the Company. Inventories are valued
at the lower of cost or market. The cost of parts and supplies is determined
using the first-in, first-out method (FIFO).

F-7
<PAGE> 76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Property and Equipment: Property and equipment are stated at cost and
depreciated over their estimated useful lives utilizing the straight-line
method. When assets are retired or otherwise disposed of, their costs and
related accumulated depreciation are eliminated from the accounts, and any
resulting gain or loss is recognized in the statement of operations.

Capitalization of Interest Costs: The Company capitalizes interest in
connection with the construction of various facilities. The capitalized interest
is recorded as part of the asset to which it relates and is amortized over the
asset's estimated useful life. The Company incurred interest costs of
approximately $1,195,000, $1,417,000 and $1,907,000 in 1995, 1996 and 1997,
respectively. Interest capitalized in 1995, 1996 and 1997 was approximately $0,
$55,000 and $52,000, respectively.

Goodwill: Goodwill represents the excess purchase price over the estimated
fair market value of net assets acquired by the Company and is amortized on a
straight-line basis over twenty-five years. At each balance sheet date after
acquisition, the Company assesses the carrying value of goodwill in order to
determine whether an impairment has occurred, taking into account both
historical and forecasted cash flows.

Net Service Revenues: Net service revenues are reported at the estimated
realizable amounts from patients, third-party payors and others for services
rendered. Revenue under certain third-party payor agreements is subject to audit
and retroactive adjustments. Provisions for estimated third-party payor
settlements and adjustments are estimated in the period the related services are
rendered and adjusted in future periods as final settlements are determined.
During 1995, 1996 and 1997, approximately 45%, 50% and 45%, respectively, of net
service revenues were received under the Medicare and Medicaid programs. These
programs pay for physician services based on fee schedules which are determined
by the related government agency. The Company also has agreements with managed
care organizations to provide physician services based on negotiated fee
schedules. No individual managed care contract is material to the Company.

For radiation centers which the Company operates pursuant to management
agreements, the Company receives management services fee revenue which is
included with net service revenues in the accompanying statements of operations.
The amount of management services fee revenue is set by the terms of each
management agreement. The Company recognized $195,000 in management service fee
revenue in 1997. There was no management service fee revenue in 1995 and 1996.

The Emerging Issues Task Force (EITF) of the Financial Accounting Standards
Board (FASB) reached a consensus on Issue 97-2, "Application of FASB Statement
No. 94 and APB Opinion No. 16 to Physician Practice Management Entities and
Certain Other Entities with Contractual Management Arrangements," on November
20, 1997. EITF Issue 97-2 covers financial reporting matters related to the
consolidation of professional corporation revenue and expenses, the accounting
for business combinations and the treatment of stock options for physicians as
employee options. The Company's accounting policies in these areas are
consistent with the consensus reached in EITF Issue 97-2.

Direct Costs of Therapy Services: The Company considers all costs
associated with providing care to its patients as direct costs of therapy
services. These costs consist mainly of salaries and benefits for the
professionals providing the treatments, medical supplies associated with
treatments, occupancy costs and depreciation associated with the medical
equipment and facilities used in the treatments.

Income Taxes: The Company elected to be taxed as an S corporation for
federal and state income tax purposes. Accordingly, the Company's taxable income
and tax credits, if applicable, are generally reportable by the shareholders on
their individual tax returns. The Company intends to make an initial public
offering (the "Offering") of shares of its authorized but unissued common stock,
par value $.0001 per share, and upon completion thereof, the Company's S
corporation status will terminate and the Company will become responsible for
federal and state income taxes. The Company also will change its method of
accounting for income taxes from the cash basis to the accrual method, and the
corresponding adjustment will be included in taxable income over a period not to
exceed four years.
F-8
<PAGE> 77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Professional Liability Coverage: The Company maintains professional
liability coverage which indemnifies the Company on a claims made basis. The
Company records an estimate of its liabilities for claims incurred but not
reported. Such liabilities are not discounted.

Management's Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements: In June 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income," effective for fiscal years beginning
after December 15, 1997. SFAS No. 130 establishes standards for reporting and
disclosure of comprehensive income and its components in a full set of financial
statements. This statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company does not expect the standard to have a
significant impact on its reporting practices.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," was issued in June 1997 and is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 establishes standards for
reporting information about operating segments in annual financial statements
and interim financial reports issued to shareholders. Generally, certain
financial information is required to be reported on the basis that is used
internally for evaluating performance of and allocation of resources to
operating segments. The Company has not previously issued formal interim
financial reports to its shareholders, but intends to implement SFAS No. 131
when it becomes a public company.

SFAS No. 132, "Employers' Disclosure about Pensions and Other
Postretirement Benefits," was issued in February 1998 and is effective for
periods ending after December 15, 1998. This Statement revises employers'
disclosures about pension and other postretirement benefit plans. It does not
change the measurement or recognition of those plans. It standardizes the
disclosure requirements for pensions and other postretirement benefits to the
extent practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer as useful as
they were when SFAS No. 87, "Employers' Accounting for Pensions," SFAS No. 88,
"Employers' Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits," and SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," were issued. The
Company does not expect the standard to have a significant impact on its
reporting practices.

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued in June 1998 and is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. This Statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
"derivatives"), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The Company does not
expect the standard to have a significant impact on its reporting practices.

Reclassifications: Certain amounts from the prior years have been
reclassified to conform with the current year presentation. Such
reclassification had no impact on the consolidated total assets, shareholders'
equity, net income or total cash flow balances previously reported.

F-9
<PAGE> 78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. PRO FORMA PER SHARE DATA:

In February 1997, SFAS No. 128, "Earnings Per Share" was issued, which
establishes new standards for computing and presenting earnings per share
("EPS"). SFAS No. 128 replaces the current presentation of primary EPS and
requires a dual presentation of basic and diluted EPS on the face of the
statements of operations. The Company has presented earnings per share
information for the year ended December 31, 1997 and for the six months ended
June 30, 1998 in accordance with SFAS No. 128 on the face of the consolidated
statements of operations on a pro forma basis after giving effect to the
provision for income taxes which will result upon the termination of the
Company's S corporation status (see Note 16). For 1997, diluted earnings per
share includes the effect of the weighted average number of stock options issued
totaling 380,506 shares, using the treasury stock method, based on the estimated
initial public offering price.

3. ACCOUNTS RECEIVABLE:

Accounts receivable consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
Accounts receivable...................................... $ 6,107,158 $ 8,853,250
Less allowance for uncollectible accounts................ (1,000,000) (1,589,405)
----------- -----------
$ 5,107,158 $ 7,263,845
=========== ===========
</TABLE>

The activity in the allowance for uncollectible accounts was as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Balance at beginning of period............... $ 815,000 $1,055,000 $1,000,000
Addition to provision........................ 244,177 299,865 825,522
Accounts receivable written off (net of
recoveries)................................ (4,177) (354,865) (236,117)
---------- ---------- ----------
Balance at end of period..................... $1,055,000 $1,000,000 $1,589,405
========== ========== ==========
</TABLE>

4. PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1996 1997 USEFUL LIFE
------------ ------------ -----------
<S> <C> <C> <C>
Land....................................... $ 1,015,464 $ 4,920,723 N/A
Buildings and leasehold improvements....... 5,755,880 15,942,662 39 years
Office, computer and telephone equipment... 2,432,052 3,631,854 5-7 years
Medical and medical testing equipment...... 11,077,305 16,557,416 5-7 years
Automobiles and vans....................... 508,877 750,172 5 years
------------ ------------
20,789,578 41,802,827
Less accumulated depreciation and
amortization............................. (9,283,042) (12,569,133)
------------ ------------
11,506,536 29,233,694
Construction in progress................... 1,215,518 1,006,431 N/A
------------ ------------
$ 12,722,054 $ 30,240,125
============ ============
</TABLE>

F-10
<PAGE> 79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT: -- (CONTINUED)
original lease term. Leased capital assets included in property and equipment at
December 31, 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Leasehold improvements.................................... $ 788,744 $ 915,000
Equipment................................................. 432,000 1,751,772
---------- ----------
1,220,744 2,666,772
Less: accumulated amortization............................ 0 (133,864)
---------- ----------
$1,220,744 $2,532,908
========== ==========
</TABLE>

5. ACQUISITION:

In July 1997, the Company acquired certain assets and assumed certain
liabilities of two radiation therapy treatment facilities in Las Vegas, Nevada.
The acquisition was accounted for as a purchase with the operating results of
the facilities included in the consolidated operating results from the
acquisition date. The fair value of the net assets acquired, including goodwill,
was $2,450,000 and liabilities assumed totaled approximately $985,000. Goodwill
recorded in connection with the transaction of $750,000 is being amortized over
25 years on a straight-line basis.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Accounts payable.......................................... $1,522,208 $1,846,970
Accrued expenses.......................................... 1,389,028 2,380,954
Distributions payable to shareholders..................... 900,000 0
---------- ----------
$3,811,236 $4,227,924
========== ==========
</TABLE>

7. LONG-TERM DEBT:

Long-term debt consisted of the following:

F-11
<PAGE> 80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
7. LONG-TERM DEBT: -- (CONTINUED)
Notes payable to unrelated entities, due $36,111 monthly $ 1,625,003 $ 1,217,465
plus interest at prime, due August 2000. Collateralized by
certain real property, equipment, and other property at
its Coral Springs and Deerfield Beach facilities
$2,000,000 mortgage note payable to a financial institution, 0 1,666,667
due $16,667 monthly plus interest at prime, due April
2006. Collateralized by certain real property and
personally guaranteed by Five Initial Shareholders
Notes payable to financial institution, interest at prime 125,795 64,035
with monthly payments ranging from $1,545 to $5,000, due
at various maturity dates through February 1999.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Notes payable to financial institution, interest at prime 134,750 152,096
with monthly payments ranging from $636 to $1,070, due at
various maturity dates through December 2008.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Note payable, due $35,320 monthly including interest at 70,640 0
7.25%, due February 1997. Collateralized by certain
accounts receivable and specific assets and personally
guaranteed by Five Initial Shareholders
Other notes payable, with various monthly payments plus 0 380,269
interest at 10%, due at various maturity dates through
August 2000. Personally guaranteed by Five Initial
Shareholders
Note payable to financial institution, due $4,470 monthly 153,877 135,557
including interest at prime, due August 2000.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Note payable to related parties, uncollateralized, interest 569,000 569,000
payable monthly at prime, due on demand with sixty days
notice
Notes payable to shareholders, uncollateralized, interest at 680,670 1,422,153
rates ranging from 8.25% to 10%, due at various maturity
dates through December 2001
Notes payable to financial institution, due $6,185 monthly 824,931 253,214
payments plus interest at prime, due at various maturity
dates through July 2001. Collateralized by specific
equipment and personally guaranteed by Five Initial
Shareholders
Note payable to financial institution, due $20,000 monthly 620,000 380,000
plus interest at 7.75%, due July 1999. Uncollateralized
but personally guaranteed by Five Initial Shareholders
$250,000 revolving line of credit, interest at prime, due 244,234 250,000
May 1998. Collateralized by specific equipment and
personally guaranteed by Five Initial Shareholders
</TABLE>

F-12
<PAGE> 81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
7. LONG-TERM DEBT: -- (CONTINUED)
$2,500,000 medical equipment loan payable to a financial $ 32,000 $ 1,649,479
institution of which $1,649,479 has been drawn, monthly
payments of $29,751 including interest at one-half
percentage point below prime, due February 2003.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Notes payable to financial institution, with various monthly 260,345 64,673
payments including interest at prime, due at various
maturity dates through December 2002. Uncollateralized but
personally guaranteed by Five Initial Shareholders
Notes payable to financial institution, with various monthly 202,952 408,323
payments including interest at prime, due at various
maturity dates through January 1999. Uncollateralized but
personally guaranteed by Five Initial Shareholders
Note payable to financial institution, due $3,733 monthly 229,118 188,515
plus interest at prime, due November 2001. Collateralized
by specific equipment and personally guaranteed by Five
Initial Shareholders
Capital leases payable to financial institution, with 1,200,667 1,837,750
various monthly payments including interest at 10%, due at
various maturity dates through June 2002
Notes payable to financial institutions, interest rates 1,626,832 5,110,045
ranging from 7.5% to 10% with various monthly payments,
due at various maturities through December 2006.
Collateralized by specific real estate and personally
guaranteed by Five Initial Shareholders
Note payable to affiliated partnership with various monthly 0 47,960
payments plus interest at 11.5%. Collateralized by real
estate
Non-interest bearing note payable to unrelated entity, due 300,000 0
and paid following the opening of the Yonkers facility,
which opened in July 1997
Note payable to unrelated entity, due $18,333 monthly 0 454,154
including interest at 13%, due May 2000
Notes payable to financial institution, interest rates at 0 151,462
.50% below prime, with various monthly payments due at
various maturity dates through December 2002.
Collateralized by specific real estate, autos and
personally guaranteed by Five Initial Shareholders
Note payable to financial institution, interest at prime due 0 301,054
March 1998. Uncollateralized but personally guaranteed by
Five Initial Shareholders
Note payable to financial institution, interest at 7.6%, due 0 1,600,000
May 1998. Uncollateralized but personally guaranteed by
Five Initial Shareholders
$3,130,000 acquisition/expansion loan payable to a financial 0 2,325,294
institution of which $2,325,294 has been drawn, monthly
payments of $21,867 plus interest at one half of 1% less
than the prime lending rate, due September 2005.
Collateralized by real estate and specific equipment and
personally guaranteed by Five Initial Shareholders
</TABLE>

F-13
<PAGE> 82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
7. LONG-TERM DEBT: -- (CONTINUED)
$3,000,000 medical equipment loan payable to a financial $ 0 $ 1,016,075
institution, of which $1,016,075 has been drawn, interest
at one-half percentage point below prime, with monthly
payments of $18,124 due at various maturity dates through
December 2004. Collateralized by specific equipment and
personally guaranteed by Five Initial Shareholders
$1,000,000 construction loan payable to a financial 0 1,000,000
institution due $8,333 monthly plus interest at one-half
percentage point below prime, due March 2008.
Collateralized by certain real property
$5,000,000 revolving line of credit from a financial 0 869,702
institution, interest at one-half percentage point below
prime due March 1998. Collateralized by accounts
receivable
------------ -----------
15,100,864 28,773,823
Less current maturities (3,919,372) (10,096,607)
------------ -----------
$ 11,181,492 $18,677,216
============ ===========
</TABLE>

"Five Initial Shareholders," as defined, consist of Drs. Daniel Dosoretz,
Michael Katin, Peter Blitzer, James Rubenstein, and Howard Sheridan.

Principal payments for each of the next five years and thereafter on
obligations described above are as follows:

<TABLE>
<S> <C>
1998...................................................... $10,096,607
1999...................................................... 4,612,151
2000...................................................... 4,263,944
2001...................................................... 3,483,060
2002...................................................... 2,525,749
Thereafter.................................................. 3,792,312
-----------
$28,773,823
===========
</TABLE>

At December 31, 1996 and 1997, the prime interest rate was 8.25% and 8.5%,
respectively.

The weighted average interest rate on current maturities of long-term debt
was 8.3% and 8.6% on December 31, 1996 and 1997, respectively.

Certain notes payable contain various covenants, the more restrictive of
which relate to net worth ratios, cash flow and debt service ratios which the
Company did not meet. The Company obtained waivers for covenants which were not
complied with at December 31, 1996 and 1997.

8. SHAREHOLDERS' EQUITY:

For 1995 and 1996, the common stock share presentation has been adjusted
for the recapitalization of the common stock from $1 par value per share to
$.0001 per share as of August 1, 1997.

In 1995, 500,000 shares of common stock (adjusted for the recapitalization
of the common stock from $1 par value per share to $.0001 per share as of August
1, 1997) were issued related to the establishment of the Lauderdale Lakes,
Florida facilities.

F-14
<PAGE> 83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. SHAREHOLDERS' EQUITY: -- (CONTINUED)
In 1996, 2,420,000 shares of common stock (adjusted for the
recapitalization of the common stock from $1 par value per share to $.0001 per
share as of August 1, 1997) were issued for the establishment of various
facilities and the billing and payroll subsidiaries of the Company.

Recapitalization: As discussed in Note 1, prior to August 1, 1997, the
Predecessor Companies were under common management. As a result of the
recapitalization, the Predecessor Companies became wholly-owned subsidiaries of
the Company. The recapitalization consisted of the issuance of eight million
shares of the Company's common stock. For accounting purposes, the combination
of the Predecessor Companies that were substantially identically owned by the
Five Initial Shareholders has been treated as a recapitalization and these
Predecessor Companies have been treated as the acquiror of the remaining
entities. As a result, the net assets of the acquiror were carried forward at
historical basis while the net assets of the acquired Predecessor Companies were
recorded at fair market value using the purchase method of accounting.

For accounting purposes, the purchase price of the acquired corporations
and partnerships was calculated at approximately $7.8 million and the acquired
corporations and partnerships were deemed to have been acquired through the
issuance of 2,218,536 shares of the Company's common stock to the shareholders
of the acquired corporations and partnerships. The purchase price was allocated
as follows:

<TABLE>
<S> <C>
Net tangible asset value.................................... $6,300,000
Goodwill.................................................... 1,300,000
Other intangible assets..................................... 200,000
----------
$7,800,000
==========
</TABLE>

The following unaudited pro forma consolidated results of operations for
the years ended December 31, 1996 and 1997 assume the acquisition of the
acquired corporations and partnerships occurred as of January 1, 1996:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Net service revenues........................................ $27,990,000 $33,626,000
Net income after pro forma provision for income taxes....... $ 2,102,000 $ 2,336,000
Earnings per share:
Basic net income per share.................................. $ 0.32 $ 0.28
Diluted net income per share................................ $ 0.32 $ 0.27
</TABLE>

9. DIRECT COSTS OF THERAPY SERVICES:

Direct costs of therapy services consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Salaries and fringe benefits................ $ 7,895,148 $ 7,905,379 $ 9,425,171
Medical supplies............................ 501,035 618,572 1,064,932
Depreciation and amortization............... 1,395,007 1,177,127 1,595,756
Occupancy costs............................. 1,033,070 1,019,282 998,994
Other....................................... 253,902 216,678 702,136
----------- ----------- -----------
$11,078,162 $10,937,038 $13,786,989
=========== =========== ===========
</TABLE>

F-15
<PAGE> 84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. GENERAL AND ADMINISTRATIVE EXPENSES:

General and administrative expenses consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------
1995 1996 1997
---------- ---------- -----------
<S> <C> <C> <C>
Salaries and fringe benefits.......................... $2,285,864 $2,904,100 $ 4,096,797
Depreciation and amortization......................... 1,101,850 991,718 1,254,912
Accounting and legal professional fees................ 402,218 394,289 217,167
Provision for bad debts............................... 244,177 299,865 825,522
Billing and collection fees........................... 333,422 456,885 244,760
Consultant fees....................................... 390,563 548,604 383,551
Insurance............................................. 113,997 284,640 421,827
Office supplies expense............................... 445,947 606,456 917,267
Repairs and maintenance............................... 143,257 196,683 380,226
Other taxes........................................... 424,507 650,628 740,529
Other................................................. 443,783 300,089 929,766
---------- ---------- -----------
$6,329,585 $7,633,957 $10,412,324
========== ========== ===========
</TABLE>

11. COMMITMENTS AND CONTINGENCIES:

LETTER OF CREDIT

The Company has issued to the lessor of one of its treatment centers an
unconditional and irrevocable letter of credit in the amount of $300,000 to
serve as security for the performance of the assignee's (21st Century Oncology,
Inc.) obligations under the lease. As of December 31, 1997, the lessor had not
utilized this letter of credit.

LEASE COMMITMENTS

The Company is obligated under various operating leases for office space.
Total lease expense incurred under these leases was approximately $560,000,
$635,000 and $561,000 for the years ended December 31, 1995, 1996 and 1997,
respectively. Future fixed minimum annual lease commitments are as follows:

OTHER

In May 1996, the Company purchased the entire interest in a radiation
therapy center under development in Yonkers, New York. As part of the
transaction, the Company entered into a turnkey license agreement and a
fifteen-year option agreement allowing the Company to participate as an equity
owner in future transactions of a similar nature. The aggregate costs for these
respective agreements totalled $1.0 million. Such amounts were payable upon the
Yonkers center surpassing $9.5 million in aggregate cash collections. At
December 31, 1997, total cash collections were approximately $135,000. See Note
17.

F-16
<PAGE> 85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. COMMITMENTS AND CONTINGENCIES: -- (CONTINUED)
CONCENTRATION OF CREDIT RISK

Financial instruments which subject the Company to concentrations of credit
risk consist principally of cash and accounts receivable. The Company maintains
its cash in bank accounts with highly-rated financial institutions. These
accounts may, at times, exceed federally insured limits. The Company has not
experienced any losses in such accounts. Concentrations of credit risk with
respect to accounts receivable relate principally to third party payors,
including managed care contracts, whose ability to pay for services rendered is
dependent on their financial condition.

LEGAL PROCEEDINGS

The Company is involved in certain legal actions and claims arising in the
ordinary course of its business. It is the opinion of management (based on
advice of legal counsel) that such litigation and claims will be resolved
without material adverse effect on the Company's financial position, results of
operations, or cash flows.

LETTER OF INTENT

In January 1998, the Company signed a letter of intent to acquire the land,
building and equipment of a radiation therapy center in Berlin, Maryland.
Purchase price of the acquisition is approximately $3.9 million. The Company is
performing its due diligence and the final acquisition agreement has not been
completed.

12. EMPLOYEE BENEFIT PLAN:

The Company has a retirement plan under Section 401(k) of the Internal
Revenue Code (the "Benefit Plan"). The Benefit Plan allows all full-time
employees after one year of service to defer a portion of their compensation on
a pre-tax basis through contributions to the Benefit Plan. The Company matches a
portion of these contributions based upon the employee's length of service. The
Company's matching contributions for the years ended December 31, 1995, 1996 and
1997 were $118,000, $95,000 and $114,000, respectively.

13. STOCK PURCHASE AND OPTION PLANS:

STOCK PURCHASE AGREEMENTS

In August 1997, the Company entered into stock purchase agreements with two
key employees and an officer. The Company issued a total of 538,822 shares of
common stock and received non-interest bearing notes in the amount of $1,885,877
due August 15, 1998. The notes are presented in the equity section of the
balance sheet as a reduction in shareholders' equity.

STOCK OPTION PLAN

In August 1997, the Board of Directors approved and adopted the 1997 Stock
Option Plan (the "Plan"). The Plan authorizes the issuance of options to
purchase up to 1,300,000 shares of the Company's common stock. Options granted
under the Plan may be either "Incentive Stock Options" or "Non-qualified Stock
Options."

Incentive Stock Options may be granted to key employees, including
officers, directors and other selected employees. The exercise price of each
option must be 100% of the fair market value of the common stock on the date of
grant (110% in the case of 10% shareholders). During 1997, the Board of
Directors approved the issuance of Incentive Stock Options for an aggregate of
519,616 shares of common stock, at an exercise price of $3.50 per share. The
options become exercisable 20% per year over a five-year period and expire ten
years after the date of grant. No options were exercisable at December 31, 1997.

Non-qualified Stock Options may be granted under the Plan or otherwise to
officers, directors, consultants, advisors and key employees. The exercise price
of each option must be at least 85% of the fair market value of the common stock
on the date of grant. During 1997, the Board of Directors approved the issuance
of Non-qualified Stock Options for an aggregate of 38,460 shares of common
stock, at an exercise price of $3.50 per
F-17
<PAGE> 86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. STOCK PURCHASE AND OPTION PLANS: -- (CONTINUED)
share, which was the fair market value of the stock on the date of grant. The
options become exercisable 20% per year over a five-year period and expire ten
years after the date of grant. No options were exercisable at December 31, 1997.

A summary of changes in outstanding options is summarized as follows:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
REMAINING NUMBER OF SHARES EXERCISE
LIFE UNDER OPTION PRICE
--------- ---------------- --------
<S> <C> <C> <C>
Outstanding December 31, 1996................. 0
Options granted:
Incentive Stock Options..................... 9.58 519,616 $3.50
Non-qualified Stock Options................. 9.58 38,460 3.50
-------
Outstanding December 31, 1997................. 9.58 558,076 3.50
=======
Shares available for future grants............ 741,924
=======
</TABLE>

No options were exercised, expired or forfeited during 1997.

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation"
was issued. This new standard defines a fair value based method of accounting
for an employee stock option or similar equity instrument. SFAS No. 123 gives
entities a choice of recognizing related compensation expense by adopting the
new fair value method or continuing to measure compensation using the intrinsic
value approach under Accounting Principles Board (APB) Opinion No. 25, the
former standard. If the former standard for measurement is elected, SFAS No. 123
requires supplemental disclosure to show the effects of using the new
measurement criteria. The Company has adopted the measurement prescribed by APB
Opinion No. 25. Accordingly, no compensation cost has been recognized for the
Incentive Stock Options issued under the Plan. Had compensation cost for these
options been determined based on their fair value at the grant date according to
the provision of SFAS No. 123, the Company's net earnings and earnings per share
would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
Net income -- pro forma after taxes......................... $2,137,914
Net income -- pro forma after taxes and SFAS No. 123........ $2,100,514
Basic earnings per share -- pro forma after taxes........... $ 0.26
Basic earnings per share -- pro forma after taxes and SFAS
No. 123 $ 0.26
Diluted earnings per share -- pro forma after taxes......... $ 0.25
Diluted earnings per share -- pro forma after taxes and SFAS
No. 123 $ 0.24
Weighted average fair value of options granted.............. $ 1.20
</TABLE>

The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:
risk-free interest rate of 6.02%; no dividend yield; expected life of 7 years;
and volatility of 0%.

F-18
<PAGE> 87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. RELATED PARTY TRANSACTIONS:

The Company purchases nuclear medical and pharmacological supplies from a
company which is majority owned by the Five Initial Shareholders. Purchases by
the Company from this company were approximately $52,000 and $422,000 in 1996
and 1997, respectively.

The Company leases the space for its Fort Myers, Florida radiation therapy
center from a partnership which is majority owned by the Five Initial
Shareholders. The current lease extends through August 2002 and provides for
annual rent of approximately $365,000 plus insurance, taxes, and assessments.
Rental payments by the Company under the lease were approximately $389,000,
$374,000 and $382,500 during 1995, 1996 and 1997, respectively.

In December 1997, the Company borrowed approximately $301,000 from a
financial institution in which certain shareholders of the Company own stock and
of which two of the Five Initial Shareholders are members of the Board of
Directors (see Note 7).

15. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying amounts of cash, accounts receivable, accounts payable,
short-term and demand notes payable reported in the December 31, 1996 and 1997
balance sheets approximate fair value. Substantially all of the Company's
long-term debt has a floating interest rate; and, therefore, the liability
approximates fair value at December 31, 1996 and 1997.

16. PRO FORMA DISCLOSURE (UNAUDITED):

The following pro forma disclosures are included as the Company intends to
file a registration statement with the Securities and Exchange Commission for an
offering of shares of its Common Stock.

Pro Forma Taxes: The Company had elected to be taxed as an S corporation
under the provisions of the Internal Revenue Code. In connection with the
closing of the Offering, the S corporation election will terminate and,
accordingly, the Company will become subject to U.S. federal and state income
taxes. Upon termination of the S corporation election, current and deferred
income taxes reflecting the tax effects of temporary differences between the
Company's financial statement and tax bases of certain assets and liabilities
will become liabilities of the Company. These liabilities will be reflected on
the consolidated balance sheet with a corresponding non-recurring expense in the
consolidated statement of operations at the completion of the Offering.

Deferred income taxes relate primarily to accounts receivable, fixed
assets, accounts payable, accrued expenses and deferred income, primarily
attributable to the use of the cash method of accounting for income tax
purposes. The amount of the deferred income tax liability computed using the
asset and liability method of accounting for income taxes approximated $413,000
at December 31, 1997.

The following unaudited pro forma information reflects the reconciliation
between the total statutory provision for income taxes and the total actual
provision relating to the income tax expenses that would have been incurred if
the S corporation was subject to U.S. federal and state income taxes:

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
Pro forma statutory tax provision........................... $1,220,000
State income taxes, net..................................... 140,000
Nondeductible expenses...................................... 7,000
----------
Pro forma total provision for income taxes................ $1,367,000
==========
</TABLE>

16. PRO FORMA DISCLOSURE (UNAUDITED): -- (CONTINUED)
their respective income tax liabilities. Because the Company will be fully
subject to corporate income taxation after the consummation of the Offering, the
reallocation of income and deductions between the periods during which the
Company was treated as an S corporation and the periods during which the Company
will be subject to corporate income taxation may increase the taxable income of
one party while decreasing that of another party. Accordingly, the Tax
Agreements are intended to include provision such that taxes are borne by the
Company, on the one hand, and the shareholder, on the other, only to the extent
that such parties were required to report the related shareholder income for tax
purposes.

Pro Forma Net Income Per Share: Weighted average common shares outstanding
includes the common share equivalents applying the treasury stock method for
determining common stock equivalents. Pursuant to the requirements of the
Securities and Exchange Commission (SEC), common stock issued by the Company
during the 12 months immediately preceding the initial filing of the
registration statement with the SEC, plus common share equivalents relating to
the grant of stock options during the same period, have been included in the
calculation of pro forma weighted average number of common and common share
equivalents outstanding for all periods presented, using the treasury stock
method, based on the estimated initial public offering price.

Pro Forma Shareholders' Equity: The Company's presentation of unaudited pro
forma shareholders' equity at June 30, 1998 reflect the effects on historical
retained earnings of a planned distribution to the Company's shareholders
currently estimated to be $2.5 million attributable to previously taxed earnings
and the recording of a deferred tax liability of approximately $230,000 referred
to above as if the S corporation election had terminated immediately prior to
that date. Additionally, the retained earnings of the Company, after recording
the estimated dividends and deferred income taxes referred to above, will be
reclassified to additional paid-in capital in connection with the termination of
the Company's S corporation election. The unaudited pro forma shareholders'
equity at June 30, 1998 gives effect to these items, but does not give effect to
the proceeds from the Offering.

17. SUBSEQUENT EVENTS (UNAUDITED):

In March 1998, the Company acquired certain assets of a radiation oncology
center located in Yonkers, New York. The acquisition was accounted for as a
purchase. The fair value of the assets acquired, including goodwill, was $6.0
million and liabilities assumed totaled approximately $4.2 million. Goodwill of
$2.8 million is being amortized over 25 years.

In May 1998, the Company entered into an agreement with an unrelated entity
which resulted in the prepayment or cancellation of approximately $1.5 million
of the Company's outstanding commitments to another unrelated entity (including
the Company's $1.0 million obligation related to the Yonkers, New York facility
discussed in Note 11) and the grant to the Company of purchase options on three
radiation centers and the right of first refusal on any center or equipment on
which the unrelated entity receives an offer to purchase.

In June 1998, the Company entered into a joint venture with a hospital for
the delivery of radiation oncology services at both a freestanding center and an
in-hospital center in Utica, New York. The Company owns 40% of the joint venture
entity (which in turn owns the assets of these two centers) and provides certain
administrative services to the centers. The Company has accounted for this joint
venture using the equity method of accounting. The Company's initial investment
in the joint venture of approximately $1.2 million is included in other assets.

In July 1998, the Company amended its 1997 Stock Option Plan to increase
the aggregate number of authorized shares to 2,000,000.

F-20
<PAGE> 89

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

F-21
<PAGE> 90

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1997 AND JUNE 30, 1998

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------- PRO FORMA
1996 1997 JUNE 30, 1998 JUNE 30, 1998
----------- ------------ ------------- -------------
COMBINED CONSOLIDATED CONSOLIDATED CONSOLIDATED
(SEE NOTE 16)
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash................................... $ 377,359 $ 1,131,207 $ 940,326 $ 940,326
Accounts receivable, net............... 5,328,297 7,263,845 8,613,557 8,613,557
Inventory.............................. 609,006 622,969 667,177 667,177
Other.................................. 347,381 661,073 1,503,997 1,503,997
----------- ----------- ----------- -------------
Total current assets............ 6,662,043 9,679,094 11,725,057 11,725,057
Property and equipment, net.............. 21,736,301 30,240,125 33,392,575 33,392,575
Goodwill, net of accumulated amortization
of $1,062,826 and $1,507,430, at
December 31, 1996 and 1997,
respectively........................... 4,908,245 6,546,152 9,730,030 9,730,030
Other assets............................. 2,289,464 2,387,068 4,390,595 4,390,595
----------- ----------- ----------- -------------
Total assets.................... $35,596,053 $48,852,439 $59,238,257 $ 59,238,257
=========== =========== =========== =============

LIABILITIES AND OWNERS' EQUITY
Current Liabilities
Accounts payable and accrued
expenses............................. $ 4,734,714 $ 4,227,924 $ 3,994,865 $ 6,494,865
Current portion of long-term debt...... 4,967,201 10,096,607 14,031,092 14,031,092
----------- ----------- ----------- -------------
Total current liabilities....... 9,701,915 14,324,531 18,025,957 20,525,957
Long-term debt, less current portion..... 15,473,822 18,677,216 22,110,829 22,110,829
Other long-term liabilities.............. 0 0 870,000 1,100,000
----------- ----------- ----------- -------------
Total liabilities............... 25,175,737 33,001,747 41,006,786 43,736,786
----------- ----------- ----------- -------------
Commitments and contingencies (Notes 11,
13 and 17)
Owners' Equity
Partners' capital...................... 5,636,787 0 0 0
Preferred stock, $.0001 par value,
1,000,000 shares authorized, none
issued............................... 0 0 0 0
Common stock, $1 par value 20,500
shares authorized, 7,348, 0, and 0
shares issued at December 31, 1996
and 1997 and June 30, 1998........... 7,348 0 0 0
Common stock, $.0001 par value,
20,000,000 shares authorized, 0,
8,538,822 and 8,538,822 shares issued
at December 31, 1996 and 1997 and
June 30, 1998........................ 0 854 854 854
Additional paid-in capital............. 4,186,649 12,635,607 12,635,607 17,281,494
Retained earnings...................... 1,789,884 5,100,108 7,375,887 0
Treasury stock, $1 par value, held at
December 31, 1996 and 1997 and June
30, 1998, 188, 0 and 0 shares, at
cost................................. (1,200,352) 0 0 0
Notes receivable from shareholders..... 0 (1,885,877) (1,780,877) (1,780,877)
----------- ----------- ----------- -------------
Total owners' equity............ 10,420,316 15,850,692 18,231,471 15,501,471
----------- ----------- ----------- -------------
Total liabilities and owners'
equity........................ $35,596,053 $48,852,439 $59,238,257 $ 59,238,257
=========== =========== =========== =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-22
<PAGE> 91

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996, AND
FOR THE SEVEN MONTHS ENDED JULY 31, 1997 AND FOR THE FIVE MONTHS ENDED DECEMBER
31, 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998
<TABLE>
<CAPTION>
SEVEN
YEAR ENDED MONTHS FIVE MONTHS PRO FORMA
DECEMBER 31, ENDED ENDED YEAR ENDED
------------------------- JULY 31, DECEMBER 31, DECEMBER 31,
1995 1996 1997 1997 ADJUSTMENTS 1997
----------- ----------- ----------- ------------- ------------- -------------
COMBINED COMBINED COMBINED CONSOLIDATED (SEE NOTE 16) (SEE NOTE 1)
<S> <C> <C> <C> <C> <C> <C>
Net service revenues......... $25,436,011 $27,989,563 $18,494,315 $15,132,068 $ $33,626,383
Direct costs of therapy
services................... 12,321,120 13,539,148 8,842,531 7,783,385 80,293 16,706,209
----------- ----------- ----------- ----------- --------- -----------
Treatment center
contribution........... 13,114,891 14,450,415 9,651,784 7,348,683 (80,293) 16,920,174
General and administrative... 8,446,013 9,430,880 5,935,927 5,149,262 31,092 11,116,281
----------- ----------- ----------- ----------- --------- -----------
Operating income....... 4,668,878 5,019,535 3,715,857 2,199,421 (111,385) 5,803,893
Interest expense............. 1,460,537 1,563,222 1,099,452 965,602 2,065,054
Other income................. 212,664 125,168 88,495 70,940 159,435
----------- ----------- ----------- ----------- --------- -----------
Net income............. $ 3,421,005 $ 3,581,481 $ 2,704,900 $ 1,304,759 $(111,385) $ 3,898,274
=========== =========== =========== =========== ========= ===========
Pro forma income data
(unaudited -- see Note 16):
Income before income
taxes.................... $ 3,898,274
Pro forma provision for
income taxes............. 1,563,000
-----------
Pro forma net income....... $ 2,335,274
===========
Pro forma basic net income
per share................ $ 0.28
===========
Pro forma diluted net
income per share......... $ 0.27
===========
Pro forma weighted average
common stock shares
outstanding.............. 8,205,195
===========
Pro forma weighted average
common stock shares and
equivalent shares
outstanding.............. 8,585,701
===========

SIX MONTHS ENDED
JUNE 30,
--------------------------
1997 1998
----------- ------------
COMBINED CONSOLIDATED
<S> <C> <C>
Net service revenues......... $16,481,275 $21,077,775
Direct costs of therapy
services................... 7,547,587 10,177,915
----------- -----------
Treatment center
contribution........... 8,933,688 10,899,860
General and administrative... 5,057,970 6,825,309
----------- -----------
Operating income....... 3,875,718 4,074,551
Interest expense............. 869,552 1,396,489
Other income................. 49,264 151,717
----------- -----------
Net income............. $ 3,055,430 $ 2,829,779
=========== ===========
Pro forma income data
(unaudited -- see Note 16):
Income before income
taxes.................... $ 2,829,779
Pro forma provision for
income taxes............. 1,104,000
-----------
Pro forma net income....... $ 1,725,779
===========
Pro forma basic net income
per share................ $ 0.20
===========
Pro forma diluted net
income per share......... $ 0.19
===========
Pro forma weighted average
common stock shares
outstanding.............. 8,538,822
===========
Pro forma weighted average
common stock shares and
equivalent shares
outstanding.............. 8,919,328
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-23
<PAGE> 92

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED STATEMENTS OF OWNERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996, AND
FOR THE SEVEN MONTHS ENDED JULY 31, 1997 AND FOR THE FIVE MONTHS ENDED DECEMBER
31, 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
NOTES
COMMON STOCK ADDITIONAL TREASURY STOCK RECEIVABLE
PARTNERS' ------------------- PAID-IN RETAINED --------------------- FROM
CAPITAL SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT SHAREHOLDERS
---------- --------- ------- ----------- ---------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1995 -- combined........ $5,634,753 4,428 $4,428 $ 2,770,977 $2,169,433 188 $(1,200,352) $ 0
Issuance of common
stock................. 0 500 500 0 0 0 0 0
Shareholder
contributions......... 0 0 0 519,041 0 0 0 0
Partner
draws/distribution.... (1,318,980) 0 0 0 (1,804,516) 0 0 0
Net income.............. 1,086,421 0 0 0 2,334,584 0 0 0
---------- --------- ------- ----------- ---------- ---- ----------- -----------
Balance, December 31,
1995 -- combined........ 5,402,194 4,928 4,928 3,290,018 2,699,501 188 (1,200,352) 0
Issuance of common
stock................. 0 2,420 2,420 0 0 0 0 0
Shareholder
contributions......... 0 0 0 896,631 0 0 0 0
Partner
draws/distribution.... (879,299) 0 0 0 (3,377,206) 0 0 0
Net income.............. 1,113,892 0 0 0 2,467,589 0 0 0
---------- --------- ------- ----------- ---------- ---- ----------- -----------
Balance, December 31,
1996 -- combined........ 5,636,787 7,348 7,348 4,186,649 1,789,884 188 (1,200,352) 0
Issuance of common
stock................. 0 600 600 0 0 0 0 0
Partner
draws/distribution.... (570,356) 0 0 0 (1,080,679) 0 0 0
Net income.............. 521,994 0 0 0 2,182,906 0 0 0
---------- --------- ------- ----------- ---------- ---- ----------- -----------
Balance, July 31, 1997 --
combined................ 5,588,425 7,948 7,948 4,186,649 2,892,111 188 (1,200,352) 0
Recapitalization
(See Note 8).......... (5,588,425) 7,992,052 (7,148) 6,563,135 1,708,236 (188) 1,200,352 0
Distribution to
shareholders.......... 0 0 0 0 (804,999) 0 0 0
Issuance of common
stock................. 0 538,822 54 1,885,823 0 0 0 (1,885,877)
Net income.............. 0 0 0 0 1,304,760 0 0 0
---------- --------- ------- ----------- ---------- ---- ----------- -----------
Balance, December 31,
1997 -- consolidated.... 0 8,538,822 $ 854 12,635,607 5,100,108 0 0 (1,885,877)
Distribution to
shareholders.......... 0 0 0 0 (554,000) 0 0 0
Payment of notes
receivable from
shareholders...... 0 0 0 0 0 0 0 105,000
Net income.......... 0 0 0 0 2,829,779 0 0 0
---------- --------- ------- ----------- ---------- ---- ----------- -----------
Balance, June 30, 1998 --
consolidated............ $ 0 8,538,822 $ 854 $12,635,607 $7,375,887 0 $ 0 $(1,780,877)
========== ========= ======= =========== ========== ==== =========== ===========

TOTAL
OWNERS'
EQUITY
-----------
<S> <C>
Balance, January 1,
1995 -- combined........ $ 9,379,239
Issuance of common
stock................. 500
Shareholder
contributions......... 519,041
Partner
draws/distribution.... (3,123,496)
Net income.............. 3,421,005
-----------
Balance, December 31,
1995 -- combined........ 10,196,289
Issuance of common
stock................. 2,420
Shareholder
contributions......... 896,631
Partner
draws/distribution.... (4,256,505)
Net income.............. 3,581,481
-----------
Balance, December 31,
1996 -- combined........ 10,420,316
Issuance of common
stock................. 600
Partner
draws/distribution.... (1,651,035)
Net income.............. 2,704,900
-----------
Balance, July 31, 1997 --
combined................ 11,474,781
Recapitalization
(See Note 8).......... 3,876,150
Distribution to
shareholders.......... (804,999)
Issuance of common
stock................. 0
Net income.............. 1,304,760
-----------
Balance, December 31,
1997 -- consolidated.... 15,850,692
Distribution to
shareholders.......... (554,000)
Payment of notes
receivable from
shareholders...... 105,000
Net income.......... 2,829,779
-----------
Balance, June 30, 1998 --
consolidated............ $18,231,471
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-24
<PAGE> 93

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996, AND
FOR THE SEVEN MONTHS ENDED JULY 31, 1997 AND FOR THE FIVE MONTHS ENDED DECEMBER
31, 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998
<TABLE>
<CAPTION>
SEVEN
YEAR ENDED MONTHS FIVE MONTHS PRO FORMA
DECEMBER 31, ENDED ENDED YEAR ENDED
------------------------ JULY 31, DECEMBER 31, DECEMBER 31,
1995 1996 1997 1997 ADJUSTMENTS 1997
---------- ----------- ---------- ------------- ------------- -------------
COMBINED COMBINED COMBINED CONSOLIDATED (SEE NOTE 16) (SEE NOTE 1)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income..................... $3,421,005 $ 3,581,481 $2,704,900 $ 1,304,759 $(111,385) $ 3,898,274
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation................. 2,085,600 1,853,500 1,041,397 1,026,195 80,293 2,147,885
Amortization................. 961,465 872,999 532,319 554,677 31,092 1,118,088
Provision for bad debts...... 326,226 402,631 608,700 456,168 1,064,868
Gain on the sale of property
and equipment.............. (1,425) (1,574) 0 0 0
Changes in assets and
liabilities (Increase)
decrease in:
Accounts receivable........ (93,180) (1,888,252) (456,748) (2,543,667) (3,000,415)
Inventory.................. 275 (141,845) (36,942) 22,979 (13,963)
Other...................... (259,850) 122,433 (344,842) 31,667 (313,175)
Increase (decrease) in:
Accounts payable and
accrued expenses....... (120,497) 433,928 (945,035) 2,038,249 1,093,214
---------- ----------- ---------- ----------- --------- -----------
Net cash provided by
operating
activities........... 6,319,619 5,235,301 3,103,749 2,891,027 0 5,994,776
---------- ----------- ---------- ----------- --------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and
equipment.................... (868,447) (669,783) (569,840) (2,054,569) (2,624,409)
Payments of organizational and
other costs.................. (618) (372,378) (25,933) (75,006) (100,939)
Proceeds from sale of property
and equipment................ 16,927 37,357 149,736 149,736
Deposits on equipment.......... (85,800) (153,489) (26,172) 2,355 (23,817)
---------- ----------- ---------- ----------- --------- -----------
Net cash used in
investing
activities........... (937,938) (1,158,293) (621,945) (1,977,484) (2,599,429)
---------- ----------- ---------- ----------- --------- -----------
Continued

SIX MONTHS ENDED
JUNE 30,
--------------------------
1997 1998
----------- ------------
COMBINED CONSOLIDATED
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income..................... $ 3,055,430 $ 2,829,799
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation................. 861,305 1,479,706
Amortization................. 404,642 744,971
Provision for bad debts...... 528,351 597,914
Gain on the sale of property
and equipment.............. 0 0
Changes in assets and
liabilities (Increase)
decrease in:
Accounts receivable........ (1,108,554) (1,250,836)
Inventory.................. (7,055) (44,208)
Other...................... (422,496) (791,146)
Increase (decrease) in:
Accounts payable and
accrued expenses....... (447,611) (261,527)
----------- -----------
Net cash provided by
operating
activities........... 2,864,012 3,304,653
----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and
equipment.................... (354,759) (929,273)
Payments of organizational and
other costs.................. (613) (43,965)
Proceeds from sale of property
and equipment................ 9,259
Deposits on equipment.......... (28,803) (94,687)
----------- -----------
Net cash used in
investing
activities........... (384,175) (1,058,666)
----------- -----------
Continued
</TABLE>

F-25
<PAGE> 94

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS,
CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996, AND
FOR THE SEVEN MONTHS ENDED JULY 31, 1997 AND FOR THE FIVE MONTHS ENDED DECEMBER
31, 1997
AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998
<TABLE>
<CAPTION>
SEVEN
YEAR ENDED MONTHS FIVE MONTHS PRO FORMA
DECEMBER 31, ENDED ENDED YEAR ENDED
------------------------- JULY 31, DECEMBER 31, DECEMBER 31,
1995 1996 1997 1997 ADJUSTMENTS 1997
----------- ----------- ---------- ------------- ------------- -------------
COMBINED COMBINED COMBINED CONSOLIDATED (SEE NOTE 16) (SEE NOTE 1)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
debt........................ $ 367,550 $ 885,992 $3,159,876 $ 2,281,478 $ $ 5,441,354
Payments on redemption
payable..................... (1,102,138) 0 0......... 0 0
Repayment of debt............. (5,963,949) (3,067,021) (2,492,061) (2,161,775) (4,653,836)
Shareholders' contributions... 519,041 896,631 600....... 0 600
Proceeds from shareholder
loans....................... 24,295 146,878 557,196 134,986 692,182
Proceeds from sale of stock... 500 2,420 0 0 0
Distributions to
shareholders................ (3,123,496) (2,656,505) (3,251,036) (804,999) (4,056,035)
Payments of loan costs........ (20,091) (150,832) (17,814) (47,950) (65,764)
----------- ----------- ---------- ----------- --------- -----------
Net cash used in
financing
activities.......... (9,298,288) (3,942,437) (2,043,239) (598,260) (2,641,499)
----------- ----------- ---------- ----------- --------- -----------
Net (decrease)
increase in cash.... (3,916,607) 134,571 438,565 315,283 753,848
Cash, beginning of
period.............. 4,159,395 242,788 377,359 815,924 377,359
----------- ----------- ---------- ----------- --------- -----------
Cash, end of period... $ 242,788 $ 377,359 $ 815,924 $ 1,131,207 $ $ 1,131,207
=========== =========== ========== =========== ========= ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Interest paid................. $ 1,512,355 $ 1,602,793 $ 988,633 $ 966,354 $ $ 1,954,987
=========== =========== ========== =========== ========= ===========
Purchase of property and
equipment from loan
proceeds.................... $ 1,874,488 $ 2,903,502 $3,679,273 $ 1,873,827 $ $ 5,553,100
=========== =========== ========== =========== ========= ===========
Recorded capital lease
obligations related to the
acquisition of leasehold
improvements and
equipment................... $ 0 $ 1,220,744 $1,383,399.. $ 62,629 $ $ 1,446,028
=========== =========== ========== =========== ========= ===========
Refinancing of debt........... $ 0 $ 4,949,132 $ 250,299 $ 0 $ $ 250,299
=========== =========== ========== =========== ========= ===========

SIX MONTHS ENDED
JUNE 30,
--------------------------
1997 1998
----------- ------------
COMBINED CONSOLIDATED
<S> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
debt........................ $ 2,774,779 $ 2,745,177
Payments on redemption
payable..................... 0 0
Repayment of debt............. (1,797,428) (4,850,167)
Shareholders' contributions... 0 0
Proceeds from shareholder
loans....................... 277,024 191,000
Proceeds from sale of stock... 0 105,000
Distributions to
shareholders................ (3,006,028) (554,000)
Payments of loan costs........ (14,355) (73,878)
----------- -----------
Net cash used in
financing
activities.......... (1,766,008) (2,436,868)
----------- -----------
Net (decrease)
increase in cash.... 713,829 (190,881)
Cash, beginning of
period.............. 377,359 1,131,207
----------- -----------
Cash, end of period... $ 1,091,188 $ 940,326
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Interest paid.................
Purchase of property and
equipment from loan
proceeds....................
Recorded capital lease
obligations related to the
acquisition of leasehold
improvements and
equipment...................
Refinancing of debt...........
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-26
<PAGE> 95

RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS AND BASIS OF PRESENTATION

The Company began operations in the early 1980s as Katin Dosoretz Radiation
Therapy Associates, P.A., which was formed to own and operate a radiation
therapy center in Fort Myers, Florida. As additional radiation therapy centers
were opened, separate corporations were generally used to operate the centers
with correlating land partnerships formed to own the land on which the centers
are located (the "Predecessor Companies"). In April 1997, the Company was
incorporated as a Florida corporation for the purpose of combining the
Predecessor Companies which existed at that time. In August 1997, the Company
issued eight million shares of its common stock to the original
shareholders/partners of the Predecessor Companies in exchange for the ownership
interests in the entities. The following subsidiaries of the Company resulted
from the exchange:

For accounting purposes, the Predecessor Companies that were substantially
identically owned by the Five Initial Shareholders (as defined in Note 7) were
combined in a recapitalization and treated as the acquiror of the remaining
entities. As a result, the net assets of the Predecessor Companies that were
substantially identically owned were carried forward at historical basis while
the net assets of the remaining entities were recorded at fair market value
using the purchase method of accounting (see Note 8). The combined results of
the Predecessor Companies have been presented for the years ended December 31,
1995 and 1996 and for the seven months ended July 31, 1997, since the entities
operated under common management for these periods. The consolidated results of
the Company for the five months ended December 31, 1997 reflect the acquisition
of the remaining entities, the change in basis for the Predecessor Companies and
the corresponding depreciation and amortization since July 31, 1997.

All material intercompany balances and transactions have been eliminated.

SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information: The unaudited consolidated balance
sheet as of June 30, 1998, and the unaudited combined statements of operations
and cash flows for the six month period ended June 30, 1997 and the unaudited
consolidated statements of operations and cash flows for the six month period
ended June 30, 1998 (interim financial information) have been prepared by the
Company. In the opinion of management, the interim financial information
includes all adjustments, consisting of only normal recurring adjustments,
necessary to present fairly the Company's financial position, results of
operations, and cash flows of the interim periods.

Certain information and footnote disclosures normally included in the
supplemental combined and consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted from the interim financial information. The results of operations for
the six month period ended June 30, 1998 are not necessarily indicative of the
results to be expected for the full year.

Accounts Receivable: Accounts receivable are stated net of all contractual
adjustments and estimated uncollectible amounts.
F-27
<PAGE> 96
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Inventories: Inventories consist of parts and supplies used for repairs and
maintenance of equipment owned or leased by the Company. Inventories are valued
at the lower of cost or market. The cost of parts and supplies is determined
using the first-in, first-out method (FIFO).

Property and Equipment: Property and equipment are stated at cost and
depreciated over their estimated useful lives utilizing the straight-line
method. When assets are retired or otherwise disposed of, their costs and
related accumulated depreciation are eliminated from the accounts, and any
resulting gain or loss is recognized in the statement of operations.

Capitalization of Interest Costs: The Company capitalizes interest in
connection with the construction of various facilities. The capitalized interest
is recorded as part of the asset to which it relates and is amortized over the
asset's estimated useful life. The Company incurred interest costs of
approximately $1,556,000, $1,651,000 and $2,144,000 in 1995, 1996 and 1997,
respectively. Interest capitalized in 1995, 1996 and 1997 was approximately
$87,000, $79,000 and $52,000, respectively.

Net Service Revenues: Net service revenues are reported at the estimated
realizable amounts from patients, third-party payors and others for services
rendered. Revenue under certain third-party payor agreements is subject to audit
and retroactive adjustments. Provisions for estimated third-party payor
settlements and adjustments are estimated in the period the related services are
rendered and adjusted in future periods as final settlements are determined.
During 1995, 1996 and 1997, approximately 45%, 50% and 45%, respectively, of net
service revenues were received under the Medicare and Medicaid programs. These
programs pay physician services based on fee schedules which are determined by
the related government agency. The Company also has agreements with managed care
organizations to provide physician services based on negotiated fee schedules.
No individual managed care contract is material to the Company.

F-28
<PAGE> 97
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
the shareholders on their individual tax returns. The Company intends to make an
initial public offering (the "Offering") of shares of its authorized but
unissued common stock, par value $.0001 per share. Upon completion of the
Offering, the Company's S corporation status will terminate and the Company will
become responsible for federal and state income taxes. The Company also will
change its method of accounting for income taxes from the cash basis to the
accrual method, and the corresponding adjustment will be included in taxable
income over a period not to exceed four years.

Professional Liability Coverage: The Company maintains professional
liability coverage which indemnifies the Company on a claims made basis with a
portion of self insurance retention. The Company records an estimate of its
liabilities for claims incurred but not reported. Such liabilities are not
discounted.

F-29
<PAGE> 98
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
instruments at fair value. The Company does not expect the standard to have a
significant impact on its reporting practices.

Reclassifications: Certain amounts from the prior years have been
reclassified to conform with the current year presentation. Such
reclassification had no impact on the combined or consolidated total assets,
owners' equity, net income or total cash flow balances previously reported.

2. PRO FORMA PER SHARE DATA:

3. ACCOUNTS RECEIVABLE:

Accounts receivable consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
Accounts receivable....................................... $ 6,368,297 $ 8,853,250
Less allowance for uncollectible accounts............... (1,040,000) (1,589,405)
----------- -----------
$ 5,328,297 $ 7,263,845
=========== ===========
</TABLE>

The activity in the allowance for uncollectible accounts was as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Balance at beginning of period................. $ 850,000 $1,110,000 $1,040,000
Addition to provision.......................... 326,226 402,631 1,064,868
Accounts receivable written off (net of
recoveries).................................. (66,226) (472,631) (515,463)
---------- ---------- ----------
Balance at end of period....................... $1,110,000 $1,040,000 $1,589,405
========== ========== ==========
</TABLE>

F-30
<PAGE> 99
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1996 1997 USEFUL LIFE
------------ ------------ -----------
<S> <C> <C> <C>
Land....................................... $ 3,505,158 $ 4,920,723 N/A
Buildings and leasehold improvements....... 13,105,989 17,483,263 39 years
Office, computer and telephone equipment... 3,146,206 3,631,854 5 - 7 years
Medical and medical testing equipment...... 13,656,813 17,975,766 5 - 7 years
Automobiles and vans....................... 623,556 750,172 5 years
------------ ------------
34,037,722 44,761,778
Less accumulated depreciation and
amortization............................. (13,516,942) (15,528,084)
------------ ------------
20,520,780 29,233,694
Construction in progress................... 1,215,521 1,006,431 N/A
------------ ------------
$ 21,736,301 $ 30,240,125
============ ============
</TABLE>

Capital Lease Obligations: The Company leases certain equipment and
leasehold improvements under agreements which are classified as capital leases.
These leases have bargain purchase options at the end of the original lease
term. Leased capital assets included in property and equipment at December 31,
1996 and 1997 are as follows:

5. ACQUISITION:

In July 1997, the Company acquired certain assets and assumed certain
liabilities of two radiation therapy treatment facilities in Las Vegas, Nevada.
The acquisition was accounted for as a purchase with the operating results of
the facilities included in the consolidated operating results from the
acquisition date. The fair value of assets acquired, including goodwill, was
$2,450,000 and liabilities assumed totaled approximately $985,000. Goodwill
recorded in connection with the transaction of $750,000 is being amortized over
25 years on a straight-line basis.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Accounts payable.......................................... $1,677,132 $1,846,970
Accrued expenses.......................................... 1,457,582 2,380,954
Distributions payable to shareholders..................... 1,600,000 0
---------- ----------
$4,734,714 $4,227,924
========== ==========
</TABLE>

F-31
<PAGE> 100
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

7. LONG-TERM DEBT:

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
$2,000,000 revolving line of credit, payable in monthly $ 1,852,771 $ 1,672,056
installments with various maturity dates from May 1998 to
April 2001, interest at prime. Collateralized by specific
equipment and personally guaranteed by Five Initial
Shareholders
Notes payable to financial institution, interest at prime 111,255 0
with monthly payments ranging from $8,578 to $12,364, due
at various maturity dates through November 1997.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Note payable to financial institution, due $63,487 monthly 4,236,024 3,586,825
for twelve months, increasing approximately 10% per annum
thereafter, plus interest at prime, due December 2001.
Collateralized by certain real property, inventory and
certain other fixed assets and accounts receivable
Notes payable to unrelated entities, due $36,111 monthly 1,625,003 1,217,465
plus interest at prime, due August 2000. Collateralized by
certain real property, equipment, and other property at
its Coral Springs and Deerfield Beach facilities
$2,000,000 mortgage note payable to a financial institution, 1,866,667 1,666,667
due $16,667 monthly plus interest at prime, due April
2006. Collateralized by certain real property and
personally guaranteed by Five Initial Shareholders
Notes payable to financial institution, interest at prime 160,845 64,035
with monthly payments ranging from $1,545 to $5,000, due
at various maturity dates through February 1999.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Notes payable to financial institution, interest at prime 170,396 152,096
with monthly payments ranging from $636 to $1,070, due at
various maturity dates through December 2008.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Note payable to financial institution, due $5,000 monthly 65,000 0
plus interest at prime, due January 1998. Uncollateralized
but personally guaranteed by Five Initial Shareholders
Note payable, due $35,320 monthly including interest at 70,640 0
7.25%, due February 1997. Collateralized by certain
accounts receivable and specific assets and personally
guaranteed by Five Initial Shareholders
Other notes payable, with various monthly payments plus 504,209 380,269
interest at 10%, due at various maturity dates through
August 2000. Personally guaranteed by Five Initial
Shareholders
Note payable to financial institution, due $4,470 monthly 153,877 135,557
including interest at prime, due August 2000.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Note payable to related parties, uncollateralized, interest 569,000 569,000
payable monthly at prime, due on demand with sixty days
notice
</TABLE>

F-32
<PAGE> 101
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

7. LONG-TERM DEBT: -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
Notes payable to shareholders, uncollateralized, interest at $ 729,974 $ 1,422,153
rates ranging from 8.25% to 10%, due at various maturity
dates through December 2001
Notes payable to financial institution, due $6,185 monthly 835,172 253,214
payments plus interest at prime, due at various maturity
dates through July 2001. Collateralized by specific
equipment and personally guaranteed by Five Initial
Shareholders
Note payable to financial institution, due $20,000 monthly 620,000 380,000
plus interest at 7.75%, due July 1999. Uncollateralized
but personally guaranteed by Five Initial Shareholders
$250,000 revolving line of credit, interest at prime, due 244,234 250,000
May 1998. Collateralized by specific equipment and
personally guaranteed by Five Initial Shareholders
$2,500,000 medical equipment loan payable to a financial 32,000 1,649,479
institution of which $1,649,479 has been drawn, monthly
payments of $29,751 including interest at one-half
percentage point below prime, due February 2003.
Collateralized by specific equipment and personally
guaranteed by Five Initial Shareholders
Notes payable to financial institution, with various monthly 277,766 64,673
payments including interest at prime, due at various
maturity dates through December 2002. Uncollateralized but
personally guaranteed by Five Initial Shareholders
Notes payable to financial institution, with various monthly 502,952 408,323
payments including interest at prime, due at various
maturity dates through January 1999. Uncollateralized but
personally guaranteed by Five Initial Shareholders
Note payable to financial institution, due $3,733 monthly 229,118 188,515
plus interest at prime, due November 2001. Collateralized
by specific equipment and personally guaranteed by Five
Initial Shareholders
Capital leases payable to financial institution, with 1,200,667 1,837,750
various monthly payments including interest at 10%, due at
various maturity dates through June 2002
Notes payable to financial institutions, interest rates 4,023,982 5,110,045
ranging from 7.5% to 10% with various monthly payments,
due at various maturities through December 2006.
Collateralized by specific real estate and personally
guaranteed by Five Initial Shareholders
Note payable to affiliated partnership with various monthly 59,471 47,960
payments plus interest at 11.5%. Collateralized by real
estate
Non-interest bearing note payable to unrelated entity, due 300,000 0
and paid following the opening of the Yonkers facility,
which opened in July 1997
Note payable to unrelated entity, due $18,333 monthly 0 454,154
including interest at 13%, due May 2000
</TABLE>

F-33
<PAGE> 102
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

7. LONG-TERM DEBT: -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
Notes payable to financial institution, interest rates at $ 0 $ 151,462
.50% below prime, with various monthly payments due at
various maturity dates through December 2002.
Collateralized by specific real estate, autos and
personally guaranteed by Five Initial Shareholders
Note payable to financial institution, interest at prime due 0 301,054
March 1998. Uncollateralized but personally guaranteed by
Five Initial Shareholders
Note payable to financial institution, interest at 7.6%, due 0 1,600,000
May 1998. Uncollateralized but personally guaranteed by
Five Initial Shareholders
$3,130,000 acquisition/expansion loan payable to a financial 0 2,325,294
institution of which $2,325,294 has been drawn, monthly
payments of $21,867 plus interest at one half of 1% less
than the prime lending rate, due September 2005.
Collateralized by real estate and specific equipment and
personally guaranteed by Five Initial Shareholders
$3,000,000 medical equipment loan payable to a financial $ 0 $ 1,016,075
institution, of which $1,016,075 has been drawn, interest
at one-half percentage point below prime, with monthly
payments of $18,124 due at various maturity dates through
December 2004. Collateralized by specific equipment and
personally guaranteed by Five Initial Shareholders
$1,000,000 construction loan payable to a financial 0 1,000,000
institution due $8,333 monthly plus interest at one-half
percentage point below prime, due March 2008.
Collateralized by certain real property
$5,000,000 revolving line of credit from a financial 0 869,702
institution, interest at one-half percentage point below
prime due March 1998. Collateralized by accounts
receivable
------------ -----------
20,441,023 28,773,823
Less current maturities (4,967,201) (10,096,607)
------------ -----------
$ 15,473,822 $18,677,216
============ ===========
</TABLE>

"Five Initial Shareholders," as defined, consist of Drs. Daniel Dosoretz,
Michael Katin, Peter Blitzer, James Rubenstein, and Howard Sheridan.

Principal payments for each of the next five years and thereafter on
obligations described above are as follows:

<TABLE>
<S> <C>
1998........................................................ $10,096,607
1999........................................................ 4,612,151
2000........................................................ 4,263,944
2001........................................................ 3,483,060
2002........................................................ 2,525,749
Thereafter.................................................. 3,792,312
-----------
$28,773,823
===========
</TABLE>

At December 31, 1996 and 1997, the prime interest rate was 8.25% and 8.5%,
respectively.

F-34
<PAGE> 103
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

7. LONG-TERM DEBT: -- (CONTINUED)
The weighted average interest rate on current maturities of long-term debt
was 8.3% and 8.6% on December 31, 1996 and 1997, respectively.

8. OWNERS' EQUITY:

In 1995, 500 shares of common stock were issued related to the
establishment of the Lauderdale Lakes, Florida facilities.

In 1996, 2,420 shares of common stock were issued for the establishment of
various facilities and the billing and payroll subsidiaries of the Company.

The following table displays the components of the recapitalization
transaction:

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK
PARTNERS' ------------------- PAID-IN RETAINED --------------------
CAPITAL SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL
----------- --------- ------- ----------- ---------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Recapitalization of
acquiror companies and
partnerships and
issuance of $.0001 par
value common stock.... $(1,785,075) 5,775,216 $(5,670) $(1,194,104) $1,784,497 (188) $1,200,352 $ 0
Elimination of partner's
capital and common
stock for entities
being acquired and
issuance of $.0001 par
value common stock to
acquired group........ (3,803,350) 2,216,836 (1,478) 3,881,089 (76,261) 0
Write-up of assets to
fair market value and
goodwill.............. 3,876,150 3,876,150
----------- --------- ------- ----------- ---------- ----- ---------- -----------
$(5,588,425) 7,992,052 $(7,148) $ 6,563,135 $1,708,236 (188) $1,200,352 $ 3,876,150
=========== ========= ======= =========== ========== ===== ========== ===========
</TABLE>

For accounting purposes, the purchase of the acquired corporations and
partnerships was approximately $7.8 million and the acquired corporations and
partnerships were deemed to have been acquired through the issuance of 2,218,536
shares of the Company's common stock to the shareholders of the acquired
corporations and partnerships. The purchase price was allocated as follows:

F-35
<PAGE> 104
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

9. DIRECT COSTS OF THERAPY SERVICES:

Direct costs of therapy services consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Salaries and fringe benefits........................ $ 8,482,444 $ 9,426,995 $11,402,584
Medical supplies.................................... 634,028 854,685 1,243,049
Depreciation and amortization....................... 1,815,145 1,606,249 1,823,667
Occupancy costs..................................... 561,034 553,504 732,696
Other............................................... 828,469 1,097,715 1,423,920
----------- ----------- -----------
$12,321,120 $13,539,148 $16,625,916
=========== =========== ===========
</TABLE>

10. GENERAL AND ADMINISTRATIVE EXPENSES:

General and administrative expenses consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Salaries and fringe benefits........................ $ 3,225,449 $ 3,475,878 $ 4,107,847
Depreciation and amortization....................... 1,231,920 1,120,250 1,330,921
Accounting and legal professional fees.............. 475,540 468,020 250,628
Provision for bad debts............................. 326,226 402,631 1,064,868
Billing and collection fees......................... 336,810 460,131 244,760
Consultant fees..................................... 398,184 548,604 385,426
Insurance........................................... 214,901 343,580 461,625
Office supplies expense............................. 548,411 779,215 1,027,514
Repairs and maintenance............................. 210,692 277,057 402,084
Other taxes......................................... 596,411 744,580 784,721
Other............................................... 881,469 810,934 1,024,795
----------- ----------- -----------
$ 8,446,013 $ 9,430,880 $11,085,189
=========== =========== ===========
</TABLE>

11. COMMITMENTS AND CONTINGENCIES:

LETTER OF CREDIT

LEASE COMMITMENTS

F-36
<PAGE> 105
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

11. COMMITMENTS AND CONTINGENCIES: -- (CONTINUED)

OTHER

CONCENTRATION OF CREDIT RISK

LEGAL PROCEEDINGS

LETTER OF INTENT

12. EMPLOYEE BENEFIT PLAN:

13. STOCK PURCHASE AND OPTION PLANS:

STOCK PURCHASE AGREEMENTS

F-37
<PAGE> 106
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

13. STOCK PURCHASE AND OPTION PLANS: -- (CONTINUED)
STOCK OPTION PLAN

Non-qualified Stock Options may be granted under the Plan or otherwise to
officers, directors, consultants, advisors and key employees. The exercise price
of each option must be at least 85% of the fair market value of the common stock
on the date of grant. During 1997, the Board of Directors approved the issuance
of Non-qualified Stock Options for an aggregate of 38,460 shares of common
stock, at an exercise price of $3.50 per share, which was the fair market value
of the stock on the date of grant. The options become exercisable 20% per year
over a five-year period and expire ten years after the date of grant. No options
were exercisable at December 31, 1997.

A summary of changes in outstanding options is summarized as follows:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
REMAINING NUMBER OF SHARES EXERCISE
LIFE UNDER OPTION PRICE
--------- ---------------- --------
<S> <C> <C> <C>
Outstanding December 31, 1996................ -- 0 --
Options granted:
Incentive Stock Options.................... 9.58 519,616 $3.50
Non-qualified Stock Options................ 9.58 38,460 3.50
-------
Outstanding December 31, 1997................ 9.58 558,076 3.50
=======
Shares available for future grants........... 741,924
=======
</TABLE>

No options were exercised, expired or forfeited during 1997.

F-38
<PAGE> 107
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

13. STOCK PURCHASE AND OPTION PLANS: -- (CONTINUED)
SFAS No. 123, the Company's net earnings and earnings per share would have been
reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
Net income -- pro forma after taxes......................... $2,335,274
Net income -- pro forma after taxes and SFAS No. 123........ $2,297,874
Basic earnings per share -- pro forma after taxes........... $ 0.28
Basic earnings per share -- pro forma after taxes and SFAS
No. 123................................................... $ 0.28
Diluted earnings per share -- pro forma after taxes......... $ 0.27
Diluted earnings per share -- pro forma after taxes and SFAS
No. 123................................................... $ 0.27
Weighted average fair value of options granted.............. $ 1.20
</TABLE>

14. RELATED PARTY TRANSACTIONS:

The Company purchases nuclear medical and pharmacological supplies from a
company which is majority owned by the Initial Shareholders. Purchases by the
Company from this company were approximately $52,000 and $422,000 in 1996 and
1997, respectively.

The Company leases the space for its Ft. Myers, Florida radiation therapy
center from a partnership which is majority owned by the Initial Shareholders.
The current lease extends through August 2002 and provides for annual rent of
approximately $365,000 plus insurance, taxes, and assessments. Rental payments
by the Company under the lease were approximately $389,000, $374,000 and
$382,500 during 1995, 1996 and 1997, respectively.

In December 1997, the Company borrowed approximately $301,000 from a
financial institution in which certain shareholders of the Company own stock and
of which two of the Initial Shareholders are members of the Board of Directors
(see Note 7).

15. FAIR VALUE OF FINANCIAL INSTRUMENTS:

16. PRO FORMA DISCLOSURE:

The unaudited 1997 pro forma results of operations and cash flows represent
the combined results of the Predecessor Companies for the seven months ended
July 31, 1997 and the consolidated results of the Company for the five months
ended December 31,1997. The unaudited 1997 pro forma results of operations and
cash flows have been presented, since all of the entities were under common
management and operated as one company for all of the years presented. The pro
forma supplemental combined and consolidated statements of operations and cash
flows for the year ended December 31, 1997, have been adjusted by $111,385 to
reflect a full year of depreciation and amortization of the acquired companies'
assets as if the acquisition had occurred on January 1, 1997.

The following pro forma disclosures are included as the Company intends to
file a registration statement with the Securities and Exchange Commission for an
offering of shares of its common stock.

F-39
<PAGE> 108
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

16. PRO FORMA DISCLOSURE: -- (CONTINUED)
Pro Forma Taxes: The Company had elected to be taxed as an S corporation
under the provisions of the Internal Revenue Code. In connection with the
closing of the Offering, the S corporation election will terminate and,
accordingly, the Company will become subject to U.S. federal and state income
taxes. Upon termination of the S corporation election, current and deferred
income taxes reflecting the tax effects of temporary differences between the
Company's financial statement and tax bases of certain assets and liabilities
will become liabilities of the Company. These liabilities will be reflected on
the consolidated balance sheet with a corresponding non-recurring expense in the
consolidated statement of operations at the completion of the Offering.

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
Pro forma statutory tax provision........................... $1,390,000
State income taxes, net..................................... 164,000
Nondeductible expenses...................................... 9,000
----------
Pro forma total provision for income taxes................ $1,563,000
==========
</TABLE>

Prior to the consummation of the Offering, it is anticipated that the
Company will enter into S Corporation Tax Allocation and Indemnification
Agreements (the Tax Agreements) with its current shareholders relating to their
respective income tax liabilities. Because the Company will be fully subject to
corporate income taxation after the consummation of the Offering, the
reallocation of income and deductions between the periods during which the
Company was treated as an S corporation and the periods during which the Company
will be subject to corporate income taxation may increase the taxable income of
one party while decreasing that of another party. Accordingly, the Tax
Agreements are intended to include provision such that taxes are borne by the
Company, on the one hand, and the shareholder, on the other, only to the extent
that such parties were required to report the related shareholder income for tax
purposes.

Pro Forma Shareholders' Equity: The Company's presentation of unaudited pro
forma shareholders' equity at June 30, 1998 reflect the effects on historical
retained earnings of a planned distribution to the Company's shareholders
currently estimated to be $2.5 million attributable to previously taxed earnings
and the recording a deferred tax liability of approximately $230,000 referred to
above as if the S corporation election had terminated immediately prior to that
date. Additionally, the retained earnings of the Company, after recording the
estimated dividends and deferred income taxes referred to above, will be
reclassified to additional paid-in capital in connection with the termination of
the Company's S corporation election. The unaudited pro forma shareholders'
equity at June 30, 1998 gives effect to these items, but does not give effect to
the proceeds from the Offering.

F-40
<PAGE> 109
NOTES TO UNAUDITED SUPPLEMENTAL COMBINED AND CONSOLIDATED FINANCIAL
STATEMENTS -- (CONTINUED)

17. SUBSEQUENT EVENTS:

In July 1998, the Company amended its 1997 Stock Option Plan to increase
the aggregate number of authorized shares to 2,000,000.

F-41
<PAGE> 110

REPORT OF INDEPENDENT ACCOUNTANTS

February 20, 1998

To the Shareholders and Partners of the Acquired Companies
Fort Myers, Florida

In our opinion, the accompanying combined statement of revenues, direct
operating expenses and allocated expenses presents fairly, in all material
respects, the excess of revenues over direct operating expenses and allocated
expenses of the Acquired Companies for the year ended December 31, 1996, in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Acquired Companies' management; our
responsibility is to express an opinion on this financial statement based on our
audit. We conducted our audit of this statement in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

As discussed in Note 1, the financial statement presents the operating
results of certain entities that were under common management, but were not
identically owned. Certain management and administrative costs have been charged
to the Acquired Companies by other common managed entities. However, various
other services and indirect charges are provided without charge.

/s/ PricewaterhouseCoopers LLP

F-42
<PAGE> 111

ACQUIRED COMPANIES

COMBINED STATEMENTS OF REVENUES,
DIRECT OPERATING EXPENSES AND ALLOCATED EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR
THE SIX MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1996 1997
------------ ----------
(UNAUDITED)
<S> <C> <C>
Revenues.................................................... $6,090,310 $4,251,161
Direct costs................................................ 3,045,485 2,060,652
---------- ----------
Treatment center contribution............................. 3,044,825 2,190,509
General and administrative.................................. 2,086,529 1,263,038
---------- ----------
Operating income....................................... 958,296 927,471
Interest expense............................................ (449,090) (238,739)
Other income................................................ 468,677 241,641
---------- ----------
Excess of revenues over direct operating expenses and
allocated expenses.................................. $ 977,883 $ 930,373
========== ==========
</TABLE>

The accompanying notes are an integral part of this financial statement.
F-43
<PAGE> 112

NOTES TO ACQUIRED COMPANIES' COMBINED STATEMENT OF REVENUES,
DIRECT OPERATING EXPENSES AND ALLOCATED EXPENSES

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION:

Nature of Business and Basis of Presentation

Radiation Therapy Services, Inc. and its wholly-owned subsidiaries,
collectively referred to herein as the "Company," design, construct, own or
lease, and operate radiation therapy centers which provide radiation treatment
to cancer patients principally in Florida. The Acquired Companies' Combined
Statements of Revenues, Direct Operating Expenses and Allocated Expenses present
the operating results of the entities which were under common management but
were not substantially identically owned. These entities include three active
operating entities (Englewood, Sarasota and Port Charlotte), a physician payroll
entity and five real estate partnerships. As all of the entities were under
common management, various costs have not been allocated or only partially
allocated from the other related entities.

The Company began operations in the early 1980s as Katin Dosoretz Radiation
Therapy Associates, P.A., which was formed to own and operate a radiation
therapy center in Fort Myers, Florida. As additional radiation therapy centers
were opened, separate corporations were generally used to operate the centers
with correlating land partnerships formed to own the land on which the centers
are located (the "Predecessor Companies"). In April 1997, the Company was
incorporated as a Florida corporation for the purpose of combining the
Predecessor Companies which existed at that time. In August 1997, the Company
issued eight million shares of its common stock to the original
shareholders/partners of the Predecessor Companies in exchange for the ownership
interests in the entities. The following subsidiaries of the Company resulted
from the exchange:

For accounting purposes, the Predecessor Companies that were substantially
identically owned by the Five Initial Shareholders were combined in a
recapitalization and treated as the acquiror of the remaining entities. As a
result, the net assets of the Predecessor companies that were substantially
identically owned were carried forward at a historical basis while the net
assets of the remaining entities (the "Acquired Companies") were recorded at
fair market value using the purchase method of accounting.

SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information: The combined statement of
revenues, direct operating expenses and allocated expenses for the six month
period ended June 30, 1997 (interim financial information) has been prepared by
the Acquired Companies. In the opinion of management, the interim financial
information includes all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the Acquired Companies' results of
operations, of the interim periods.

Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from the interim financial
information. The results of operations for the six month period ended June 30,
1997 are not necessarily indicative of the results to be expected for the full
year.

Net Service Revenues: Net service revenues are reported at the estimated
realizable amounts from patients, third-party payors and others for services
rendered. Revenue under certain third-party payor agreements is subject to audit
and retroactive adjustments. Provisions for estimated third-party payor
settlements and adjustments are estimated in the period the related services are
rendered and adjusted in future periods as final settlements are determined.
During 1997, approximately 45% of net service revenues were received under the
Medicare and Medicaid programs. These programs pay physician services based on
fee schedules which are determined by the

F-44
<PAGE> 113
NOTES TO ACQUIRED COMPANIES' COMBINED STATEMENT OF REVENUES,
DIRECT OPERATING EXPENSES AND ALLOCATED EXPENSES -- (CONTINUED)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION: -- (CONTINUED)
related government agency. The Acquired Companies also have agreements with
managed care organizations to provide physician services based on negotiated fee
schedules. No individual managed care contract is material to the Acquired
Companies.

Direct Costs of Therapy Services: The Acquired Companies consider all costs
associated with providing care to its patients as direct cost of therapy
services. These costs consist mainly of salaries and benefits for the
professionals providing the treatments, medical supplies associated with
treatments, occupancy costs and depreciation associated with the medical
equipment and facilities used in the treatments.

Income Taxes: The Acquired Companies elected to be taxed as an S
corporation for federal and state income tax purposes or are operated as
partnerships. Accordingly, the Acquired Companies taxable income and tax
credits, if applicable, are generally reportable by the shareholders on their
individual tax returns. The Company intends to make an initial public offering
(the "Offering") of shares of its authorized but unissued common stock, par
value $.0001 per share. Upon completion of the Offering, the Company's S
corporation status will terminate and the Company will become responsible for
federal and state income taxes. The Company also will change its method of
accounting for income taxes from the cash basis to the accrual method. The
corresponding adjustment will be included in taxable income over a period not to
exceed four years.

New Accounting Pronouncements: In June 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income," effective for fiscal years beginning
after December 15, 1997. SFAS No. 130 establishes standards for reporting and
disclosure of comprehensive income and its components in a full set of financial
statements. This statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Acquired Companies do not expect the standard to
have a significant impact on their reporting practices.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," was issued in June 1997 and is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 establishes standards for
reporting information about operating segments in annual financial statements
and interim financial reports issued to shareholders. Generally, certain
financial information is required to be reported on the basis that is used
internally for evaluating performance of and allocation of resources to
operating segments. The Acquired Companies have not previously issued formal
interim financial reports to their shareholders. The Company intends to
implement SFAS No. 131 when it becomes a public company.

F-45
<PAGE> 114
NOTES TO ACQUIRED COMPANIES' COMBINED STATEMENT OF REVENUES,
DIRECT OPERATING EXPENSES AND ALLOCATED EXPENSES -- (CONTINUED)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION: -- (CONTINUED)
and SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," were issued. The Acquired Companies do not expect the standard to
have a significant impact on their reporting practices.

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued in June 1998 and is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. This Statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
"derivatives"), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The Acquired Companies do
not expect the standard to have a significant impact on their reporting
practices.

2. DIRECT COSTS OF THERAPY SERVICES:

Direct costs of therapy services consisted of the following:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
1996 1997
------------ ----------------
(UNAUDITED)
<S> <C> <C>
Salaries and fringe benefits........................... $2,046,344 $1,441,144
Medical supplies....................................... 236,113 147,583
Depreciation and amortization.......................... 429,124 194,539
Other.................................................. 333,904 277,386
---------- ----------
$3,045,485 $2,060,652
========== ==========
</TABLE>

3. GENERAL AND ADMINISTRATIVE EXPENSES:

General and administrative expenses consisted of the following:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
1996 1997
------------ ----------------
(UNAUDITED)
<S> <C> <C>
Salaries and fringe benefits........................... $ 755,198 $ 425,116
Depreciation and amortization.......................... 128,536 63,396
Accounting and legal professional fees................. 73,731 25,945
Provision for bad debts................................ 102,766 123,704
Billing and collection fees............................ 3,246 0
Management fees........................................ 289,606 135,015
Insurance.............................................. 58,940 36,982
Office supplies expense................................ 172,759 94,689
Repairs and maintenance................................ 80,374 24,588
Other taxes............................................ 93,952 128,030
Other.................................................. 327,421 205,573
---------- ----------
$2,086,529 $1,263,038
========== ==========
</TABLE>

F-46
<PAGE> 115

- ------------------------------------------------------
- ------------------------------------------------------

NO PERSON IS AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................... 3
Risk Factors............................... 10
The Company................................ 19
Use of Proceeds............................ 21
Dividend Policy............................ 21
Dilution................................... 22
Capitalization............................. 23
Selected Financial Data.................... 24
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 28
Business................................... 39
Management................................. 53
Certain Relationships and Related Party
Transactions............................. 58
Principal Shareholders..................... 62
Description of Capital Stock............... 63
Shares Eligible for Future Sale............ 64
Underwriting............................... 65
Legal Matters.............................. 66
Experts.................................... 67
Additional Information..................... 67
Index to Financial Statements.............. F-1
</TABLE>

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------

[LOGO]

COMMON STOCK
---------------------
PROSPECTUS
---------------------

ROBERT W. BAIRD & CO.
INCORPORATED

WHEAT FIRST UNION

, 1998

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 116

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a list of anticipated expenses in connection with the
issuance and distribution of the securities being registered. All amounts other
than the SEC and NASD fees are estimated.

<TABLE>
<S> <C>
SEC registration fee........................................ $12,213
NASD fee.................................................... 4,640
Nasdaq National Market listing fee..........................
Printing costs..............................................
Legal fees..................................................
Accounting fees.............................................
Transfer agent fees.........................................
Blue sky fees and expenses..................................
Miscellaneous...............................................
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0831 of the Florida Business Corporation Act ("FBCA") limits
the liability of directors of Florida corporations. Section 607.831 provides
that a director is not personally liable for monetary damages to the corporation
or any other person unless the director breached or failed to perform his or her
duties as a director and the director's breach of, or failure to perform, those
duties constituted (1) a violation of the criminal law, unless the director had
reasonable cause to believe his or her conduct was lawful, or had no reasonable
cause to believe his or her conduct was unlawful, (2) a transaction from which
the director derived an improper personal benefit, either directly or
indirectly, (3) a circumstance under which the liability provisions of Florida
law for unlawful distributions are applicable, (4) in a proceeding by or in the
right of the corporation or of a shareholder, conscious disregard for the best
interest of the corporation or willful misconduct, or (5) in a proceeding by or
in the right of someone other than the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety, or property.

Section 607.0850 of the FBCA empowers a Florida corporation, subject to
certain limitations, to indemnify its directors, officers and employees against
expenses (including attorneys' fees, judgments, fines and certain settlements)
actually and reasonably incurred by them in connection with any suit or
proceeding to which they are a party so long as they acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to a criminal action or proceeding, so long
as they had no reasonable cause to believe their conduct to have been unlawful.

The Articles of Incorporation and Bylaws of the Registrant provide that the
Registrant shall indemnify any person who is or was a director, officer or
employee of the Registrant to the full extent permitted by Florida law. In
addition, subsequent to the Offering the Registrant will maintain director and
officer liability insurance.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since September 1, 1995, the Registrant has made the following sales of
unregistered securities:

Pursuant to the Exchange Transaction completed effective August 1, 1997,
the Registrant issued the following shares of Common Stock in exchange for
ownership interests in the Registrant's predecessor entities: Michael J. Katin,
1,670,436; Daniel E. Dosoretz, 1,893,846; Peter Blitzer, 1,601,388; James H.
Rubenstein, 1,470,590; Howard M. Sheridan, 1,316,090; and Graciela R. Garton,
47,650.

On August 1, 1997, the Registrant granted options to purchase an aggregate
of 558,076 shares of Common Stock pursuant to its 1997 Stock Option Plan. These
options were granted to seven employees and one consultant and all have an
exercise price of $3.50 per share.

II-1
<PAGE> 117

During August 1997, the Registrant entered into Stock Purchase Agreements
with the following individuals with respect to the indicated numbers of shares:
Graciela R. Garton, 313,215; Daniel Galmarini, 195,607; and G. David Schiering,
30,000. The purchase price for these shares was equal to their fair market
value, which was determined by the Board of Directors of the Registrant based
upon an evaluation received from an independent appraiser to be $3.50 per share.
The Agreements provide for payment to be made no later than August 14, 1998. The
purchased shares are retained by the Registrant as security for payment.

As of June 5, 1998, in connection with a joint venture arrangement, the
Registrant agreed to issue to a physician shares of Common Stock having a value
of $700,000, with the number of shares to be determined (i) using the initial
public offering price if the Registrant's initial public offering is completed
prior to January 1, 2000 or (ii) if an initial public offering is not completed
prior to January 1, 2000, on the basis of an appraisal as of January 1, 1999.

All of the securities described above were issued without registration
under the Securities Act of 1933 in reliance upon the exemptions provided by
Section 4(2) or Rule 701. None of the foregoing transactions involved any
underwriters, underwriting commissions or any public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits. The list of exhibits is set forth beginning on page E-1 of
this Registration Statement and is incorporated herein by reference.

(b) Financial Statement Schedules. Not applicable.

ITEM 17. UNDERTAKINGS.

*(f) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

*(i) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
- ---------------

*Paragraph references correspond to those of Regulation S-K, Item 512.

II-2
<PAGE> 118

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Myers, State of
Florida, as of the 25th day of September, 1998.

RADIATION THERAPY SERVICES, INC.

By: /s/ DANIEL E. DOSORETZ, M.D.

------------------------------------
Daniel E. Dosoretz, M.D.
President and Chief Executive
Officer

Each person whose signature appears below and whose name is marked with an
asterisk (*) hereby constitutes and appoints G. David Schiering and David M.
Koeninger his or her true and lawful attorneys-in-fact and agents, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and any Registration Statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 25, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>

* /s/ MICHAEL J. KATIN, M.D Chairman of the Board
- -----------------------------------------------------
Michael J. Katin, M.D

/s/ DANIEL E. DOSORETZ, M.D President, Chief Executive Officer and
- ----------------------------------------------------- Director (principal executive officer)
Daniel E. Dosoretz, M.D

/s/ DAVID M. KOENINGER Vice President and Chief Financial Officer
- ----------------------------------------------------- (principal financial officer)
David M. Koeninger

/s/ JOSEPH BISCARDI Controller and Chief Accounting Officer
- ----------------------------------------------------- (principal accounting officer)
Joseph Biscardi

* /s/ PETER H. BLITZER, M.D Director
- -----------------------------------------------------
Peter H. Blitzer, M.D

* /s/ GRACIELA R. GARTON, M.D Director
- -----------------------------------------------------
Graciela R. Garton, M.D

* /s/ JAMES H. RUBENSTEIN, M.D Director
- -----------------------------------------------------
James H. Rubenstein, M.D

* /s/ HOWARD M. SHERIDAN, M.D Director
- -----------------------------------------------------
Howard M. Sheridan, M.D
</TABLE>

II-3
<PAGE> 119

LIST OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
1 Form of Underwriting Agreement*
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5 Opinion of Taft, Stettinius & Hollister LLP*
10.1 Lease, dated November 28, 1989, between Antonelli and Boinis
Associates Limited Partnership ("Associates") and University
Radiotherapy Associates, Ltd. ("University"); First Addendum
to Standard Lease Agreement, dated as of November 28, 1989,
between Associates and University; and Assignment of Lease,
dated August 26, 1994, between Associates, CTI of West
Broward, Inc., successor to University, and Coral Springs
Radiation Therapy Regional Center, Inc. ("Coral Springs").
On July 31, 1997, Coral Springs was merged into 21st Century
Oncology, Inc.
10.2 Lease, effective July 1, 1987, between Kyle, Sheridan &
Thorn Associates (previously 3680 Broadway Building
Associates) and Katin, Dosoretz Radiation Therapy
Associates, P.A.; and Extension of Lease, dated August 31,
1997, between 3680 Broadway Building Associates and Katin,
Dosoretz Radiation Therapy Associates, P.A.. Effective July
31, 1997, Katin, Dosoretz Radiation Therapy Associates, P.A.
changed its name to 21st Century Oncology, Inc.
10.3 Lease, dated August 30, 1994, between Buffalo Westcliff
Limited Partnership ("Buffalo") and Richard Carl Small, M.D.
Professional Corporation ("Small"); Amendment, dated August
30, 1994, between Buffalo and Small; Assignment of Lease,
dated July 11, 1997, between Small and Nevada Radiation
Therapy Management Services, Inc.; Landlord Consent to
Assignment, dated July 10, 1997, by Buffalo.
10.4 Memorandum of Lease, dated November 30, 1993, between
Commons II Land Partnership and Naples Radiation Therapy
Associates; Consent dated September 26, 1997, to assignment
of lease to 21st Century Oncology, Inc.
10.5 Leased dated December 1, 1980, between Adventist Health
System/Sunbelt, Inc. ("Adventist") and Oncology Associates
at Punta Gorda, Inc. ("Oncology Associates"); Assignment of
Lease dated August 9, 1990 between Oncology Associates and
Consent to Assignment by Adventist; Triple Net Lease dated
September 11, 1990 between Punta Gorda Building Associates
and Charlotte County Radiation Therapy Center, Inc. On July
31, 1997, Charlotte County Radiation Therapy Center, Inc.
merged into 21st Century Oncology, Inc. Also on July 31,
1997, all of the partnerships interests in Punta Gorda
Building Associates were transferred to the Company.
10.6 Sub -- sublease, dated May 14, 1996, between CTI of New
York, Inc. ("CTI") and Yonkers Radiation Medical Practice,
P.C. ("Yonkers"); Assignment and Assumption Agreement, dated
May 14, 1996, between CTI and Yonkers; Asset Transfer
Agreement, dated August 1, 1997, between Yonkers and New
York Radiation Therapy Management Services, Incorporated;
Consent to transfer, dated July 26, 1997, by Cancer
Treatment Holdings, Inc.
10.7 Lease dated August 8, 1990 and Lease Modification Agreements
dated January 21, 1991 and August 1, 1994, between Riverhill
Radiation Realty Associates ("Riverhill Realty") and Arthur
D. Brimberg, M.D., P.C. ("Brimberg P.C."); Assignment of
Lease dated March 20, 1998 between Riverhill Radiation
Oncology, P.C. ("Riverhill Oncology", formerly Brimberg
P.C.) and New York Radiation Therapy Management Services,
Inc. and Consent to Assignment by Riverhill Realty
Associates, LLC ("Riverhill Realty LLC", successor to
Riverhill Realty); Guaranty dated March 20, 1998 between the
Company and Riverhill Realty, LLC.
</TABLE>

II-4
<PAGE> 120

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.8 Lease dated July 18, 1994, between Health Care Properties,
Inc. ("Health Care") and Riverhill Realty; Lease
Modification and Extension Agreement dated November 1, 1996
between Health Care and Brimberg P.C.; Assignment of Lease
dated March 20, 1998 between Riverhill Oncology and New York
Radiation Management Services, Inc. and Consent to
Assignment by Riverhill Realty, LLC; Guaranty dated March
20, 1998 between the Company and Riverhill Realty, LLC.
10.9 Form of Administrative Services Agreement
10.10 Amended and Restated 1997 Stock Option Plan
10.11 Executive Employment Agreement and Physician Employment
Agreement between Daniel E. Dosoretz, M.D. and the Company
and 21st Century Oncology, Inc., respectively, each dated as
of April 1, 1998
10.12 Executive Employment Agreement and Physician Employment
Agreement between Michael J. Katin, M.D. and the Company and
21st Century Oncology, Inc., respectively, each dated as of
April 1, 1998
10.13 Executive Employment Agreement and Physician Employment
Agreement between Peter H. Blitzer, M.D. and the Company and
21st Century Oncology, Inc., respectively, each dated as of
April 1, 1998
10.14 Executive Employment Agreement and Physician Employment
Agreement between Graciela R. Garton, M.D. and the Company
and 21st Century Oncology, Inc., respectively, each dated as
of April 1, 1998
10.15 Executive Employment Agreement and Physician Employment
Agreement between James H. Rubenstein, M.D. and the Company
and 21st Century Oncology, Inc., respectively, each dated as
of April 1, 1998
10.16 Executive Employment Agreement between G. David Schiering
and the Company, dated as of April 1, 1998
10.17 Executive Employment Agreement between David M. Koeninger
and the Company, dated as of June 26, 1998
10.18 Executive Employment Agreement between Herbert L. Ort and
the Company, dated as of April 1, 1998
10.19 Executive Employment Agreement between Joseph Biscardi and
the Company, dated as of April 1, 1998
10.20 Transfer Agreement dated July 31, 1997 among Radiation
Therapy Regional Centers, Inc., Daniel E. Dosoretz, M.D.,
Michael J. Katin, M.D., Peter H. Blitzer, M.D., James H.
Rubenstein, M.D., Howard M. Sheridan, M.D., and Graciela R.
Garton, M.D.
10.21 Transfer Agreement relating to the shares of Nevada
Radiation Therapy Management Services, Incorporated dated
August 1, 1997 among Radiation Therapy Regional Centers,
Inc., Daniel E. Dosoretz, M.D., Michael J. Katin, M.D.,
Peter H. Blitzer, M.D., James H. Rubenstein, M.D., Howard M.
Sheridan, M.D., and Graciela R. Garton, M.D.
10.22 Transfer Agreement relating to the shares of New York
Radiation Therapy Management Services, Incorporated dated
August 1, 1997 among Radiation Therapy Regional Centers,
Inc., Daniel E. Dosoretz, M.D., Michael J. Katin, M.D.,
Peter H. Blitzer, M.D., James H. Rubenstein, M.D., Howard M.
Sheridan, M.D., and Graciela R. Garton, M.D.
10.23 Stock Purchase Agreement among Peter H. Blitzer, M.D.,
Daniel E. Dosoretz, M.D., Michael J. Katin, M.D., James H.
Rubenstein, M.D., Howard M. Sheridan, M.D., and Graciela R.
Garton, M.D. *
10.24 Promissory Note dated August 14, 1998 from Graciela R.
Garton, M.D., to the Company
</TABLE>

II-5
<PAGE> 121

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.25 Form of Transition Agreement and Stock Pledge
21 Subsidiaries of the Registrant
23.1 Consent of Taft, Stettinius & Hollister LLP (contained in
Exhibit 5)*
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (contained in Signature Page)
27.1 Financial Data Schedule (EDGAR filing only)
27.2 Restated Financial Data Schedule
99.1 Consent of John A. Kraeutler, Nominee for Director
99.2 Consent of Wilfred T. O'Gara, Nominee for Director
99.3 Consent of James W. Moore, Nominee for Director
</TABLE>

- ---------------

* To be filed by amendment.

The Registrant will file with the Commission on request any long term debt
instruments not filed herewith.

II-6

<PAGE> 1
EXHIBIT 3.1

ARTICLES OF INCORPORATION

RADIATION THERAPY REGIONAL CENTERS, INC.

I. NAME OF CORPORATION

The name of this Corporation shall be RADIATION THERAPY REGIONAL
CENTERS, INC. The principal mailing address of the Corporation is 1850 Boyscout
Drive, Suite A102, Fort Myers, Florida 33907.

II. PURPOSES

The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which Corporations may be formed under Florida
General Corporation Law, Title XXXVI, Chapter 607, or any successor thereto.

III. CAPITAL STOCK

A. The maximum number of shares of stock that the Corporation is
authorized to have outstanding at any time shall be 20,000,000 shares of common
stock at one one-hundredth of a cent ($0.0001) per share par value.

B. The consideration to be paid for each share shall be payable in
lawful money or property, labor or services.

IV. DURATION

The Corporation shall have perpetual existence.

V. REGISTERED AGENT

The address of the Corporation's registered office is 1850 Boyscout
Drive, Suite A102, Fort Myers, Florida 33907 and the name of its registered
agent at said address is Herbert L. Ort.
<PAGE> 2

VI. INCORPORATOR

The name and address of the Incorporator is as follows:

Brian M. Davis, Esq.
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957

VII. INDEMNIFICATION

The Corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.

VIII. BYLAW AMENDMENT

The power to adopt, alter, amend or repeal the bylaws of this
Corporation shall be vested in the Board of Directors and Stockholders provided
that such amendment be in compliance with the laws of Florida, governing a
general business corporation.

IN WITNESS WHEREOF, I, the incorporator, have executed these Articles
of Incorporation, this 14th day of April, 1997.

_/s/ Brian Davis_____
Brian M. Davis, Esq.

STATE OF OHIO
) SS:
COUNTY OF HAMILTON)

The foregoing Articles of Incorporation were acknowledged
before me this 14th day of April, 1997, by Brian M. Davis, Esq.

_/s/ Joanne McAnlis_______
Notary Public

<PAGE> 3

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
RADIATION THERAPY REGIONAL CENTERS, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this
Florida profit corporation adopts the following articles of amendment to its
Articles of Incorporation.

FIRST: Amendments adopted:

RESOLVED, That Article I of the Corporation's Articles of
Incorporation is hereby amended to read as follows:

The name of this Corporation shall be RADIATION THERAPY
SERVICES, INC. The principal mailing address of the
Corporation is 1850 Boyscout Drive, Suite A102, Fort Myers,
Florida 33907.

FURTHER RESOLVED, That Article III of the Corporation's
Articles of Incorporation is hereby amended to read as follows:

III. STOCK

A. The maximum number of shares of stock that the Corporation
is authorized to have outstanding at any time shall be
20,000,000 shares of common stock and 1,000,000 shares of
preferred stock, each at one one-hundredth of a cent ($0.0001)
per share par value.

B. Shares of preferred stock of the Corporation may be issued
from time to time in one or more classes or series, each of
which class or series shall have such a distinctive
designation of title as shall be fixed by the Board of
Directors of the Corporation (the "Board") prior to the
issuance of any shares thereof. Each such class or series of
preferred stock shall have such voting powers, full or
limited, or no voting powers, and such preferences and
relative, participating, optional or other special rights and
such qualifications, limitation, or restrictions thereof, as
shall be stated in such resolution or resolutions providing
for the issue of such class or series of preferred stock as
may be adopted from time to time by the Board prior to the
issuance of any shares thereof pursuant to the authority
hereby expressly vesting in it, all in accordance with the
laws of the State of Florida.
<PAGE> 4

C. The consideration to be paid for each share shall be
payable in lawful money or property, labor or services.

SECOND: The amendments were adopted on Feb. 5 , 1998.

THIRD: The amendments were approved by the Shareholders. The number of votes
cast for the amendments was sufficient for approval.

Signed this 5th day of February, 1998.

By:___/s/ Daniel Dosoretz__
Name: Daniel E. Dosoretz
Title: President

<PAGE> 1
EXHIBIT 3.2

BYLAWS
OF
RADIATION THERAPY REGIONAL CENTERS, INC.
----------------------------------------

ARTICLE I
---------

SHAREHOLDERS' MEETINGS
----------------------

SECTION 1. PLACE. All meetings of shareholders shall be held
either at the principal office of the Corporation or at any other place within
or without the State of Florida, designated by the Board of Directors.

SECTION 2. ANNUAL MEETINGS. The annual meetings of the
shareholders shall be held in the afternoon on the third Tuesday in May of each
year if not a legal holiday, and if a legal holiday, then at the same time on
the next succeeding day not a legal holiday, or on such other date as may be set
by the Board of Directors.

SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders of this Corporation shall be called by the Secretary, pursuant to a
resolution of the Board of Directors, or upon the written request of two
directors, or upon the written demand of the shareholders holding 50% of the
votes entitled to be cast at such special meeting. Calls for special meetings
shall specify the time, place and object or objects thereof, and no business
other than that specified in the call therefor shall be considered at any such
meetings.

SECTION 4. NOTICE OF MEETINGS. A written or printed notice of
the annual or any special meeting of the shareholders, stating the time and
place, and in case of special meetings, the objects thereof, shall be given to
each shareholder entitled to vote at such meeting appearing on the books of the
Corporation, by mailing same to his address as the same appears on the records
of the Corporation or of its Transfer Agent, or Agents, not less than seven (7)
days or more than sixty days before the date of the meeting; provided, however,
that no failure or irregularity of notice of any annual meeting shall invalidate
the same or any proceeding thereat.

All notices with respect to any shares to which persons are
jointly entitled may be given to that one of such persons who is named first
upon the books of the Corporation and notice so given shall be sufficient notice
to all the holders of such shares.

- 1 -
<PAGE> 2

SECTION 5. QUORUM. A majority in number of the shares
authorized, issued and outstanding, represented by the holders of record
thereof, in person or by proxy, shall be requisite to constitute a quorum at any
meeting of shareholders, but less than such majority may adjourn the meeting of
shareholders from time to time and at such adjourned meeting any business may be
transacted which might have been transacted if the meeting had been as
originally called.

SECTION 6. PROXIES. Any shareholder entitled to vote at a
meeting of shareholders may be represented and vote thereat by proxy appointed
by an instrument in writing, subscribed by each shareholder, or by his duly
authorized attorney, and submitted to the Secretary at or before such meeting.

SECTION 7. ACTION OF SHAREHOLDERS WITHOUT MEETING. Any action
which may be authorized or taken at a meeting of the shareholders of the
Corporation may be authorized without a meeting by a unanimous written consent
of such shareholders pursuant to Section 607.0704 of the Florida Statutes.

ARTICLE II
----------
DIRECTORS
---------

SECTION 1. ELECTION, NUMBER AND TERM. The election of
directors shall take place at the annual meeting of shareholders, or at a
special meeting called for that purpose. The number of directors shall be as
determined by the Board of Directors. Directors shall hold office until the next
annual meeting of the shareholders and until their successors are elected.

SECTION 2. VACANCIES IN THE BOARD. A resignation from the
Board of Directors shall be deemed to take effect upon its receipt by the
Secretary, unless some other time is specified therein. In case of any vacancy
in the Board of Directors, through death, resignation, disqualification, or
other cause deemed sufficient by the Board, the remaining directors, though less
than a majority of the whole board, by affirmative vote of a majority of the
whole board, by affirmative vote of a majority of those present at any duly
convened meeting may, except as hereinafter provided, elect a successor to hold
office for the unexpired portion of the term of the director whose place shall
be vacant, and until the election and qualification of a successor.

SECTION 3. ACTION OF DIRECTORS WITHOUT MEETING. Any action
which may be authorized or taken at a meeting of the directors of the
Corporation may be authorized without a meeting by

- 2 -
<PAGE> 3

the unanimous written consent of such directors pursuant to Section 607.0821,
Florida Statutes.

ARTICLE III
-----------
OFFICERS
--------

SECTION 1. OFFICERS. The officers of this Corporation shall be
a Chairman of the Board of Directors (herein called "Chairman"), a President, a
Vice President, a Secretary, a Treasurer, and such other officers as the Board
of Directors may elect, who may or may not be directors.

SECTION 2. ELECTION AND TERM. All officers shall be elected by
the Board of Directors and shall hold office at the will of the Board of
Directors. Except as otherwise provided by law, any person may hold more than
one office, provided the duties thereof can be consistently performed by the
same person.

SECTION 3. CHAIRMAN. The Chairman shall preside at all
meetings of the Board of Directors and of the shareholders and shall have such
other duties and powers as the Board of Directors shall from time to time
delegate to the Chairman.

SECTION 4. PRESIDENT. The President shall be the chief
executive officer of the Corporation. He shall perform all the duties commonly
incident to his office and shall perform such other duties as the Board of
Directors shall designate. The President, unless some other person is
specifically authorized by vote of the Board of Directors, shall sign all
certificates of shares, bonds, notes, deeds, mortgages, extension agreements,
modification of mortgages agreements, property transfer documents, and leases,
and shall generally have the supervision and control of the Corporation's
affairs.

SECTION 5. VICE PRESIDENT. The Vice President shall have such
duties and powers as the Board of Directors, the Chairman and the President
shall from time to time delegate to such Vice President.

SECTION 6. SECRETARY. The Secretary shall keep accurate
minutes of all meetings of the shareholders and directors, and shall perform all
the duties commonly incident to his office, and shall perform such other duties
and have such other powers as the Board of Directors may designate. The
Secretary shall have power, together with the President, to sign certificates of
shares of the Corporation.

- 3 -
<PAGE> 4

SECTION 7. TREASURER. The Treasurer, subject to the order of
the Board of Directors, shall have the care and custody of the money, funds,
valuable papers, and documents of the Corporation, and shall have and exercise,
under the supervision of the Board of Directors, all the powers and duties
commonly incident to this office. He shall deposit all funds of the Corporation
in such bank or banks, trust company or trust companies, or with such firm or
firms doing a banking business, as the Directors shall designate. The Treasurer
shall have power, together with the President, to sign Certificates of Shares of
the Corporation.

ARTICLE IV
----------
INDEMNIFICATION
---------------

Each person who is or was a director, officer or employee of
the Corporation (including the heirs, executors, administrators or estate of
such person) shall be indemnified by the Corporation to the full extent
permitted by the Law of the State of Florida against any liability, cost or
expense incurred by him in his capacity as such a director, officer or employee,
or arising out of his status as such a director, officer or employee (including
serving at the request of the Corporation as a director, trustee, officer,
employee or agent of another corporation). The Corporation may, but shall not be
obligated to maintain insurance, at its expense, to protect itself and any such
person against any such liability, cost or expense. For the purposes of this
Article IV, references to "the Corporation" include all constituents absorbed in
a consolidation or merger as well as the resulting or surviving corporation.

ARTICLE V
---------
SHARES
------

SECTION 1. CERTIFICATES. Certificates evidencing the ownership
of shares of the Corporation shall be issued to those entitled to them by
transfer or otherwise. Each Certificate for Shares shall bear a distinguishing
number, the signature of the President and of the Secretary and such recitals as
may be required by law. The Certificates for Shares shall be of such tenor and
design as the Board of Directors from time to time may adopt.

SECTION 2. TRANSFERS. (a) The shares may be transferred on the
proper books of the Corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives by surrender of
the certificate therefore for cancellation and a written assignment of the
shares evidenced thereby. The Board of Directors may, from time to time, appoint
such Transfer Agents or Registrars of Shares as it may deem advisable, and may
define their powers and duties.

- 4 -
<PAGE> 5

(b) All endorsements, assignments, transfers, share
powers or other instruments of transfer of securities standing in the name of
the Corporation shall be executed for and in the name of the Corporation by any
two of the following officers, to-wit: the President and the Treasurer or
Secretary; or by any person or persons thereunto authorized by the Board of
Directors.

SECTION 3. LOST CERTIFICATES. The Board of Directors may order
a new certificate or certificates of shares to be issued in place of any
certificate or certificates alleged to have been lost or destroyed upon such
terms as the Board of Directors may prescribe.

SECTION 4. CLOSING OF TRANSFER BOOKS. The transfer books of
the Corporation may be closed by order of the Board of Directors for a period
not exceeding forty (40) days prior to any meeting of the shareholders. In lieu
of closing the transfer books, the Board of Directors may fix a day not more
than forty (40) days prior to the day of holding any meeting of Shareholders as
the day as of which Shareholders entitled to notice of and to vote at such
meeting shall be determined; and only shareholders of record on such day shall
be entitled to notice of or to vote at such meeting.

ARTICLE VI
----------
SEAL
----
The Corporation shall have no seal unless and until the Board
of Directors adopts a seal in such form as the Board may designate or approve.

ARTICLE VII
-----------
AMENDMENTS
----------

The Bylaws of the Corporation may be amended, added to, or
repealed by the Board of Directors or by a vote of the holders of a majority of
the issued and outstanding voting shares of this Corporation, at any meeting of
the shareholders.

- 5 -

<PAGE> 1
EXHIBIT 10.1

CENTER FOR THE MEDICAL ARTS AT CORAL SPRINGS

STANDARD
LEASE AGREEMENT

Dated as of November 28, 1989

Between: ANTONELLI AND BOINIS ASSOCIATES LIMITED PARTNERSHIP,
as Landlord

AND

UNIVERSITY RADIOTHERAPY ASSOCIATES, LTD.,
As Tenant

- 1 -
<PAGE> 2

CENTER FOR THE MEDICAL ARTS AT CORAL SPRINGS

STANDARD
LEASE AGREEMENT

THIS LEASE, made as of the 28th day of November, 1989, by ANTONELLI AND BOINIS
ASSOCIATES LIMITED PARTNERSHIP, a Florida limited partnership (herein called
"Landlord"), and UNIVERSITY RADIOTHERAPY ASSOCIATES, LTD., a Florida limited
partnership (herein called "Tenant").

SUMMARY OF LEASE PROVISIONS

The following constitutes a summary of certain of the provisions of this Lease,
and is set forth solely to facilitate reference by the parties to such Lease
provisions. In the event of any conflict between the terms set forth in this
summary and the terms set forth in any Section of this Lease, the latter shall
be deemed to control.

(a) Landlord's Address: 8100 Royal Palm Blvd., Suite 110, Coral Springs,
Florida 33065.

(b) Tenant's Address: Suite 318, New Town Corporate Center, 4491 South State
Road 7, Ft. Lauderdale, Florida 33314.

(d) Lease Guarantee: $250,000 Guarantee of Lease Obligations; full guarantee of
construction loan; each in form of pledged investor notes or letter of
credit or similar collateral acceptable to Landlord.

(e) Rental Commencement Date: date CO is issued.

(f) Lease Term: ten (10) years after the Rental Commencement Date, with two 10
year renewal options.

(g) Premises: Suite No. 101, located within Building No. 2101.

(h) Leasable Area of the Premises: Approximately 4,000-5,000 square feet.

(i) Fixed Minimum Annual Rent (excluding sales tax payable thereon) shall be
calculated by multiplying the actual leasable square footage of the Leased
Premises by the following rates:

Lease Year 1 $11.50/SF Lease Year 6 $19.00/SF

- 2 -
<PAGE> 3

Lease Year 2 $13.50/SF Lease Year 7 $20.00/SF
Lease Year 3 $15.50/SF Lease Year 8 $21.00/SF
Lease Year 4 $17.00/SF Lease Year 9 $22.50/SF
Lease Year 5 $17.00/SF Lease Year 10 $23.00/SF

First Renewal term - increased annually by the greater of 4% or CPI,
subject to 7% maximum annual increase.

Second Renewal term - increased annually by CPI.

together with all applicable sales taxes thereon.

(j) Security Deposit: $-0-

(k) Leasing Brokerage: CMA Marketing, Inc.

(l) Permitted Use of Premises: Cancer treatment center.

(m) Proportionate Share: Tenant's Proportionate Share of Center Common Area
Assessments shall be calculated by dividing the actual leasable square
footage of the Leased Premises by 106,975 square feet, and of Building
Assessments shall be calculated by dividing the actual leasable square
footage of the Leased Premises by the total leasable square footage of the
Building.

(n) Tenant Improvement Allowance: Landlord will improve Leased Premises as per
agreed upon plans and specifications, provided that Tenant shall be
responsible for all costs and expenses in excess of $50.00 per square foot;
provided, however, that Landlord shall make the Loan described herein.

(o) Landlord Loan: In the event and to the extent that the costs of Tenant's
leasehold improvements exceed the $50/SF allowance, Landlord agrees that,
so long as Tenant pays 40% of such excess in cash as and when due, Landlord
will lend the remaining 60% to Tenant at 10.5% interest (the "Loan"). The
Loan shall be repaid in 60 equal, consecutive monthly installments,
commencing on the Rental Commencement Date, shall be represented by
Tenant's note, and shall be secured by a pledge of personal recourse
investor notes or a letter of credit or other collateral acceptable to
Landlord, in any event equal to the amount of the Loan from time to time
outstanding.

W I T N E S S E T H:

- 3 -
<PAGE> 4

ARTICLE I
PREMISES AND TERM

Section 1.01 Leased Premises.

(a) In consideration of the rents, covenants and agreements hereafter
reserved and contained on the part of Tenant to be observed and performed, the
Landlord demises and leases to the Tenant, and Tenant rents from Landlord, those
certain premises now existing or hereafter to be erected in Coral Springs,
Broward County, Florida, and being designated as Suite 101 of Building No. 2101
(herein called the "Building") located within the Center For The Medical Arts At
Coral Springs (herein called the "Center"), which premises consist of
approximately 4,000-5,000 square feet (herein called the "Leased Premises"). The
site plan for the Center is attached hereto as Exhibit "A" and made a part
hereof. The Building is located upon that real property (herein called the
"Property") legally described in Exhibit "B" attached hereto and made a part
hereof. The approximate square footage area stated above shall be revised and
certified by the architect based upon the final plans approved by Landlord and
Tenant, and such revised figure shall be used in the calculation of rent and
other sums as appropriate under this Lease. No deduction or exclusion from
leasable square footage shall be made in computing any rents by reason of
columns, stairs or other interior construction, obstruction or equipment, and
all dimensions shall be measured from the center line of interior walls and/or
from the exterior face of exterior walls. The square footage of the Leased
Premises as so calculated by the architect, as well as any other areas within
the Center or the Building, may hereinafter be called "square footage," "actual
square footage," leasable square footage," "total leasable square footage,"
"actual leasable square footage" or any similar term, all of which shall have
the same meaning and be calculated in the aforesaid manner.

(b) Landlord reserves the right to make such amendments, changes and
revisions to the site plan (including any buildings shown thereon) as Landlord,
in its sole discretion, may deem proper.

(c) The use and occupation by Tenant of the Leased Premises shall
include the nonexclusive use, in common with others entitled thereto, of the
Building Common Areas and the Center Common Areas, as herein defined, subject to
the provisions concerning such areas as specified in this Lease.

Section 1.02 Length of Term.

The term of this Lease shall be for ten (10) years following the Rental
Commencement Date as provided hereinafter. Tenant shall have the option to renew
this Lease for an additional term of ten (10) years and, if exercised, an
additional option to renew this Lease for another term of ten (10) years, each

- 4 -
<PAGE> 5

such option exercisable by Tenant giving Landlord written notice of its intent
to renew at least nine (9) months prior to expiration of the then current term;
provided, however, that Tenant shall not then be in default nor previously have
been in default hereunder.

Section 1.03 Commencement of Rent and Term.

The term of this Lease ("Term Commencement Date") shall commence on the
date hereof. The commencement of Tenant's obligation to pay rent ("Rental
Commencement Date") shall occur on the earlier of the following dates: (a) the
date that a certificate of occupancy has been issued for the Leased Premises and
Landlord's Work (as defined below) is completed (excluding purchase items), but
specifically excluding the installation of any medical or related equipment of
Tenant, which shall be Tenant's sole responsibility, or (b) the date upon which
Tenant commences the operation of its business within the Leased Premises. Under
no circumstances, however, may Tenant enter into possession of the Leased
Premises prior to receipt by Tenant from Landlord of the notice that the Leased
Premises are ready for occupancy or otherwise upon the express written consent
of Landlord and subject to any terms of such consent, except as permitted by
Section 1.04(d) below. If the Rental Commencement Date occurs on a day other
than the first day of a month, the Tenant shall pay rent for the fractional
month between the Rental Commencement Date and the first day of the following
month, on a per diem basis (calculated on the basis of a thirty day month),
payable on the Rental Commencement Date. Any rent payment hereunder for any
other fractional month shall likewise be calculated and paid on such per diem
basis.

Section 1.04 Construction of Improvements; Time of Performance.

(a) Landlord agrees that, promptly after its receipt of plans and
specifications from Tenant's architect for Tenant's leasehold improvements,
Landlord will (i) notify Tenant in writing of any objections to such plans and
specifications, and (ii) taking such objections into account, submit to Tenant a
written guaranteed maximum price bid for the general construction contract with
a fixed date of completion for all work covered thereby, together with a
critical path therefor. Tenant shall have the right to solicit bids from third
party general contractors and accept same if it so desires, subject to
Landlord's reasonable approval as to the creditworthiness and reputation of the
contractor selected. In the event that Tenant obtains a more favorable bid from
a third party contractor, Landlord agrees to use its best efforts to meet such
bid if desired by Tenant; provided, however, that if Landlord is unable to do so
and Landlord and Tenant cannot agree upon a satisfactory compromise, and Tenant
still desire to have Landlord perform the work, Landlord agrees that it will
meet the completion date for the improvements determined to be reasonable,
without the need

- 5 -
<PAGE> 6

for payment of overtime charges, by an independent third party contractor or
architect mutually selected by Landlord and Tenant; provided that such
completion date shall in no event be later than that set forth in Landlord's
original bid. Landlord shall not, however, be required to change the amount of
its bid from that originally submitted.

(b) Anything in this Lease to the contrary notwithstanding, the
Landlord shall not be deemed in default with respect to failure to perform any
of the terms, covenants and conditions of this Lease if such failure to perform
shall be due to any cause beyond the control of the Landlord, including without
limitation acts of God, governmental delays or moratoriums, strikes,
unavailability of materials or shipment delays or delays by Tenant's architects.
Any delay resuLting from any cause beyond Landlord's reasonable control shall
correspondingly extend the time of performance by Landlord. Tenant agrees that
it will, promptly after execution hereof, provide its architect all necessary
information to prepare the final plans and use its best efforts to expedite
delivery of its proposed plans to Landlord for its review and approval. Further,
Tenant shall make its equipment selections and other decisions (including those
regarding interior finish and color) on a timely basis so as not to hinder the
progress of the leasehold improvements.

(c) In the event that Tenant selects a third party to perform the
leasehold improvements constituting Landlord's Work (as defined below), Landlord
shall, within ten (10) business days after notification of such selection,
deposit the Allowance (as defined below) in an escrow account with an escrow
agent mutually agreeable to Landlord and Tenant. Disbursements shall be made
from the escrow fund in accordance with draw requests jointly signed by Landlord
and Tenant and accompanied by appropriate partial releases. Draws shall be made
no more frequently than monthly, shall be made on the basis of work in place and
materials properly stored on site (except specially ordered items), and shall be
subject to 10% retainage.

(d) Tenant, its employees and agents shall have access to the Leased
Premises prior to the Rental Commencement Date for purposes of siting and
installing equipment and training personnel, subject to reasonable limitations
imposed by Landlord and/or the contractor to assure job safety and compliance
with OSHA and other governmental requirements.

ARTICLE II
RENT

Section 2.01 Rent.

(a) The annual rent during the term of this Lease shall be payable by
the Tenant, on a triple net basis in equal monthly

- 6 -
<PAGE> 7

installments, together with all sales, use or other taxes thereon, on the first
day of each month, in advance, at Landlord's address set forth in the preamble
hereof, or at such other place designated by Landlord, without any prior demand
therefor and without any deduction, holdback or setoff whatsoever (except that,
with respect to punchlist items relating to Landlord's Work and/or Landlord's
repair obligations hereunder, if Landlord fails to perform such work within 30
business days after written notification, Tenant may perform such work directly
and offset the cost thereof against base rental hereunder), and shall be
calculated by multiplying the actual leasable square footage of the Leased
Premises by the following rental rates:
<TABLE>
<CAPTION>
PERIOD RATE
------ ----
<S> <C>
Lease Year 1 $11.50/SF
Lease Year 2 $13.50/SF
Lease Year 3 $15.50/SF
Lease Year 4 $17.00/SF
Lease Year 5 $17.00/SF
Lease Year 6 $19.00/SF
Lease Year 7 $20.00/SF
Lease Year 8 $21.00/SF
Lease Year 9 $22.50/SF
Lease Year 10 $23.00/SF
</TABLE>

(b) For Lease Years during the renewal term(s), Tenant shall pay rent,
on a triple net basis, in accordance with the following: for each Lease Year of
the renewal term(s), the base rent shall be the base rent in effect for the
preceding Lease Year, increased by the CPI Factor (as defined below). For the
Lease Years during the first renewal term, the base rental rate shall be
increased by an amount (the "CPI Factor") equal to the greater of (x) 4%, or (y)
the percentage equal to a fraction, the numerator of which is the Index (as
defined below) for the month immediately preceding the new Lease Year and the
denominator of which is the Index for the month immediately preceding the first
month of the preceding Lease Year, subject to a maximum increase from any one
Lease Year to the next of 7%. For the Lease Years during the second renewal
term, there shall be no minimum or maximum CPI Factor. The term "Index" shall
mean the Consumer Price Index, All Items and Major Group Figures for All Urban
Consumers (CPI-U 1967 = 100), published by the Bureau of Labor Statistics of the
United States Department of Labor (the "Bureau"). If the compilation and/or
publication of the Index shall be transferred to any other department, bureau or
agency of the United States Government, or if the Bureau shall adopt a successor
Index, the Index published by such successor, department, bureau or agency shall
be adopted and used as a standard for computing adjustments in accordance with
the foregoing. In the event no Index is published for the dates in question, (i)
during the first renewal term, the base rent shall be increased by an amount
equal to five and one-half percent

- 7 -
<PAGE> 8

(5.5%) of the base rent payable with respect to the preceding Lease Year, and
(ii) during the second renewal term, the base rent shall be revised to equal the
then fair market rental as mutually agreed upon by the parties or, if they
cannot agree, as determined by an independent third party mutually agreed upon
by them. If such a third party cannot be agreed upon, each party shall select an
independent third party knowledgeable in commercial real estate leasing, and the
two so selected shall select a third, who alone shall determine the fair market
rental value (or formula to derive same) for the renewal term.

The term "Lease Year" as used herein shall mean consecutive twelve
month periods commencing on the Rent Commencement Date.

Section 2.02 Late Charge.

Any payment of rent or additional rent not received within ten (10)
business days after its stated due date shall bear a late charge of five percent
(5%) of the amount due. After the declaration of an Event of Default by
Landlord, all sums remaining unpaid shall bear interest at the default rate of
eighteen percent (18%) per annum until paid in full.

Section 2.03 Tenant to Bear Proportionate Share of Assessments Center Common
Areas.

(a) Tenant shall pay to Landlord, in addition to all other rent
specified herein, and as additional rent, its Proportionate Share of assessments
made for expenses incurred in operating and maintaining the Center Common Areas,
which assessments shall be hereinafter referred to as the "Center Common Area
Assessments". Tenant's Proportionate Share of Center Common Area Assessments for
all purposes under this Lease shall be calculated by dividing Tenant's square
footage by 106,975 square feet, provided that such latter figure may be
increased or decreased as necessary to reflect the actual total square footage
of all buildings constructed in the Center at final build-out.

(b) For the purpose of this Section, the "Center Common Area
Assessments" means the total cost and expense incurred in owning, operating and
maintaining the Center Common Areas. The items and charges comprising Center
Common Area Assessments shall include, without limitation, costs and expenses
for the following: gardening an landscaping, public liability and property
damage insurance, real property taxes, special improvement assessments, and any
and all other taxes, fees, or impositions by any governmental agency or
authority against the Center Common Areas, repairs, line painting, paving and
resurfacing, lighting, electricity, sewer and water allocable to the Center
Common Areas, sign maintenance, sanitary control, removal of trash, rubbish,
garbage and other refuse from the Center Common Areas (but not from the Leased
Premises), depreciation on and reasonable reserves for machinery and equipment
used in such

- 8 -
<PAGE> 9

maintenance, janitorial services for the Center Common Areas, service and
maintenance agreements for the Center Common Areas, and any reasonable
management fee for maintenance and operation of the Center. The management
company may be affiliated with Landlord, but in no event shall its fees exceed
those prevailing in the local market.

(c) Landlord shall estimate on an annual basis Tenant's Proportionate
Share of the Center Common Area Assessments and Tenant shall pay one-twelfth
(1/12) thereof monthly in advance, together with each monthly payment of rent.
After the end of each calendar year Landlord shall furnish Tenant a statement of
the actual Center Common Area Assessments, and there shall be an adjustment
between Landlord and Tenant, with payment to or repayment by Landlord, within 30
days after the date of delivery of the statement reflecting such adjustment, as
the case may require, to the end that Landlord shall receive the entire amount
of Tenant's annual share for such period. Tenant covenants and agrees that
Tenant shall remain liable for and shall pay its Proportionate Share of Center
Common Area Assessments in the amounts and times as set forth herein,
notwithstanding any termination of this Lease by reason of any default of
Tenant, subject to mitigation in the event that the Leased Premises are relet.

Section 2.04 Tenant to Bear Proportionate Share of Building Assessments.

(a) Tenant shall pay to Landlord, as further additional rent, Tenant's
Proportionate Share of all Building Assessments, as hereinafter defined. For the
purpose of this Section, the Building Assessments shall mean the total cost and
expense incurred in operating and maintaining the Building Common Areas,
excluding any maintenance thereof within the Center Common Area Assessments. The
items and charges comprising the Building Assessments shall include public
liability and property damage insurance, real property taxes, special
improvement assessments, and any and all other taxes, fees or impositions by any
governmental agency or authority imposed against the Building repairs, lighting,
electricity, sewer and water allocable to the Building Common Areas, removal of
trash, rubbish, garbage and other refuse from the Building Common Areas (but not
from the Leased Premises), janitorial services for the Building Common Areas,
service and maintenance agreements for the Building Common Areas, and the cost
of security equipment and personnel, if such equipment and personnel are
employed. Tenant's Proportionate Share of Building Assessments shall be
calculated by dividing Tenant's square footage by the total square footage of
the Building.

(b) Landlord shall estimate on an annual basis Tenant's Proportionate
Share of the Building Assessments and Tenant shall pay one-twelfth (1/12)
thereof monthly and in advance, together

- 9 -
<PAGE> 10

with each monthly payment of rent. After the end of each calendar year Landlord
shall furnish Tenant a statement of the actual Building Assessments, and there
shall be an adjustment between Landlord and Tenant, with payment to or repayment
by Landlord, within 30 days after the date of delivery of the statement
reflecting such adjustment, as the case may require, to the end that Landlord
shall receive the entire amount of Tenant's annual share for such period. Tenant
covenants and agrees that Tenant shall remain liable for and shall pay its
Proportionate Share of Building Assessments in the amounts and times set forth
herein, notwithstanding any termination of this Lease by any reason of any
default of Tenant, subject to mitigation in the event the Leased Premises are
relet.

Section 2.05 Sales Taxes, Personal Property Taxes.

Tenant shall pay before delinquency all personal property taxes and
assessments on the furniture, fixtures, equipment, and other property of Tenant
located in the Leased Premises and on additions and improvements in the Leased
Premises belonging to Tenant. Tenant shall also pay, as additional rent, all
sales taxes or impositions in lieu thereof assessed by governmental authority
against the annul rent, percentage rent (if applicable), and additional rent,
even though the taxing statute or ordinance may purport to impose such sales tax
against the Landlord. The payment of all sales tax (whether on base rent,
additional rent or otherwise) shall be made by Tenant on a monthly basis,
concurrently with payment of installments of annual rent and shall not be
subject to any other limitation herein.

Section 2.06 Additional Rent.

Any and all sums of money or charges required to be paid by Tenant
under this Lease other than annual rent shall be considered "additional rent"
whether or not the same be so designated and Landlord shall have all rights to
enforce due and timely payment by Tenant of additional rent as are available to
Landlord with regard to annual rent.

ARTICLE III
COMMON AREAS

Section 3.01 Use of Building Common Areas and Center Common Areas.

The use and occupation by Tenant of the Leased Premises shall include
the nonexclusive use, in common with others entitled thereto, of the elevators,
stairways, halls, waiting areas and other areas for the nonexclusive use of
tenants, and agents, employees, customers, patients and invitees of Tenants,
within the Building (hereinafter collectively "Building Common

- 10 -
<PAGE> 11

Areas") as such Building Common Areas now exist or as may hereafter be
constructed for the benefit of or as a part of the Building, and other
facilities as may be designated from time-to-time by Landlord, subject, however,
to the terms and conditions of this Lease and the rules and regulations for the
use thereof as prescribed from time to time by the Landlord. Additionally, the
use by Tenant of the Leased Premises shall include the nonexclusive use as
aforesaid, of all areas within the exterior boundaries of the Center which are
not building sites or are not now or hereafter held for lease or occupation by
Landlord, its successors or assigns, or used by other persons entitled to
exclusive occupation thereof, including the following as they may from time to
time exist: all automobile parking areas, driveways and entrances and exits
thereto employee parking areas, loading docks, pedestrian sidewalks and ramps,
landscaped areas, retaining walls, exterior stairways, open and enclosed courts,
lakes and ponds, and other areas and improvements for the general use, in
common, by Tenants within the Center (herein collectively called "Center Common
Areas") as such Center Common Areas now exist or as may hereafter be constructed
for the benefit of or as a part of the Center, and other facilities as may be
designed from time to time by the Landlord, subject however to the terms and
conditions of this Lease and to the rules and regulations for the use thereof as
prescribed from time to time by Landlord.

Section 3.02 Control of Center Common Areas.

Tenant acknowledges that the Center Common Areas shall at all times be
subject to the exclusive control and management of Landlord. The Landlord shall
have the right to do and perform such acts in and to the Center Common Areas and
improvements thereon as, in the use of good business judgment, it shall
determine to be advisable with a view to the improvement of the convenience and
use thereof by authorized users of the Center Common Areas. The Landlord shall
have the full right and authority to employ all personnel and to make all
reasonable rules and regulations as it may deem proper, pertaining to the proper
operation and maintenance of the Center Common Area.

The Tenant agrees to cooperate with the Landlord and to permit it to
accomplish any such maintenance, repairs, alterations, additions or
construction. The purpose of the site plan attached hereto as Exhibit "A" is to
show only the approximate location and extent of the Center Common Areas.

Section 3.03 Control of Building Common Areas by Landlord.

All Building Common Areas shall at all times be subject to the
exclusive control and management of Landlord. Landlord shall have the full right
and authority to employ all personnel and to make all reasonable rules and
regulations as Landlord may deem proper, pertaining to the proper operation and
maintenance of the Building Common Areas.

- 11 -
<PAGE> 12

ARTICLE IV
CONSTRUCTION OF LEASED PREMISES

Section 4.01 Landlord's Work.

Landlord agrees that it will supply, at its sole expense, all work and
materials necessary to deliver the Leased Premises to Tenant in accordance with
plans and specifications prepared by Tenant's architect, which plans and
specifications shall be mutually agreed upon by Landlord and Tenant, as more
particularly described and set forth on Exhibit "C," annexed hereto and made a
part hereof ("Landlord's Work"), provided that (i) Tenant shall supply all plans
and specifications at its sole expense, (ii) Tenant shall be responsible for all
costs of Landlord's Work in excess of $50.00 per actual leasable square foot
(the "Allowance"), and (iii) no medical or related equipment or special fixtures
or any personal or mixed real and personal property of any kind, or installation
of any of the foregoing, shall be deemed or construed to be included in
Landlord's Work, and Tenant shall be solely responsible therefor. Landlord's
contributions toward leasehold improvements required hereby shall be strictly
limited to hard costs of leasehold improvements. Notwithstanding the foregoing,
Tenant may elect to have Landlord's Work performed by a third party contractor
pursuant to Section 1.04 above.

Section 4.02 (a) Tenant's Work.

Tenant agrees to perform all work other than Landlord's Work at its own
cost and expense, as particularly described in Exhibit "D" annexed hereto
("Tenant's Work"), which is necessary to make the Leased Premises conform with
Tenant's plans as approved by Landlord.

(b) Mechanics' Liens.

Nothing contained in this Lease shall be construed as a consent on the
part of the Landlord to subject the estate of the Landlord to liability under
the Mechanics' Lien Law of the State of Florida, it being expressly understood
that the Landlord's estate shall not be subject to such liability. Tenant shall
strictly comply with The Mechanics' Lien Law of the State of Florida as set
forth in Florida Statutes, Chapter 713. In the event that a mechanics' claim of
lien is filed against the Property in connection with any work performed by or
on behalf of the Tenant (other than Landlord's Work), the Tenant shall satisfy
such claim, or shall transfer same to security, within ten business (10) days
from the date of filing. In the event that the Tenant fails to satisfy or
transfer such claim within said ten business (10) day period, the Landlord may
do so and thereafter charge the Tenant, as additional rent, all costs incurred
by the Landlord in connection with the satisfaction or

- 12 -
<PAGE> 13

transfer of such claim, including attorneys' fees. Further, the Tenant agrees to
indemnify, defend and save the Landlord harmless from and against any damage or
loss incurred by the Landlord as a result of any such mechanics' claim of lien.
This Section shall survive the termination of this Lease.

Section 4.03 Landlord Loan for Tenant Improvements.

In the event and to the extent that the costs of Landlord's Work exceed
the Allowance, Landlord agrees that, simultaneously with Tenant's infusion of
40% of such excess into the hard cost of improvements to the Leaned Premises
from its own funds, Landlord shall make a loan to Tenant in an amount equal to
60% of the amount by which the costs of Landlord's Work exceed the Allowance
(the "Loan"), the proceeds of which shall be available solely and only for the
purpose of paying the hard costs of leasehold improvements. No portion of the
Loan proceeds shall be used for medical equipment, furniture or other personal
property or working capital. The Loan shall be repaid in sixty (60) equal
monthly installments, with interest at 10.5% per annum, commencing on the Rental
Commencement Date, subject to automatic acceleration and maturity in the event
of termination of this Lease or any default hereunder. Payments on the Loan
shall not be deemed to constitute additional rent for any purpose hereunder.
Tenant agrees to execute and deliver a promissory note substantially in the form
of Exhibit "C-1" hereto to evidence its obligations with respect to the Loan.
The Loan shall be disbursed in construction draws, each to be made
simultaneously with Tenant's payment of its 40% share of each corresponding draw
request. Interest on the Loan shall accrue only on the amount outstanding from
time to time.

ARTICLE V
CONDUCT OF BUSINESS BY TENANT

Section 5.01 Use of Premises.

Tenant shall occupy the Leased Premises without delay upon commencement
of the term of this Lease, and covenants to continuously conduct the
after-stated business therein. Tenant shall use the Leased Premises solely and
for the exclusive purpose of conducting the business of a cancer treatment
center. Tenant shall not use, permit or suffer the use of the Leased Premises
for any other business or purpose. Tenant shall not sell, display or advertise
any merchandise or service not specifically permitted by this Section. Tenant
further agrees to conduct its business in the Leased Premises under the name of
University Radiotherapy Associates, Ltd. or under any other name or trade name
except such as may include the word "Radiation".

- 13 -
<PAGE> 14

Section 5.02 Exclusivity.

Landlord shall not lease or approve a sublet of any other premises in
Center the primary purpose of which is to be used for an outpatient radiation
therapy center.

Nothing in this Section, however, shall prevent tenant physicians in
the Center from operating a physician office specializing in cancer treatment,
including the use of such in- office ancillary equipment as such physician may
desire.

ARTICLE VI
SECURITY DEPOSIT

[Intentionally deleted.]

ARTICLE VII
SIGNS AND ALTERATIONS

Section 7.01 Installation by Tenant.

Tenant shall not make or cause to be made any alterations, or install
or cause to be installed any exterior signs, exterior lighting, shades or
awnings or make any changes to the Leased Premises (collectively, "Alterations,"
provided that such term shall not include any items of personal property)
without first obtaining Landlord's written approval and consent, which will not
be withheld unreasonably. Tenant shall present to the Landlord plans and
specifications for work at the time approval is sought.

Section 7.02 Responsibility Regarding Alterations.

All Alterations made by the Tenant, or made by the Landlord on the
Tenant's behalf by agreement under this Lease, shall remain the property of the
Tenant for the term of this Lease, or any extension or renewal hereof. The
Tenant shall at all times maintain fire insurance with extended coverage in the
name of the Landlord and the Tenant, in an amount adequate to cover the cost of
replacement of all Alterations in the event of fire or extended coverage loss.
Tenant shall deliver to the Landlord copies of such fire insurance policies
which shall contain a clause requiring the insurer to give the Landlord ten (10)
days notice of cancellation of such policies. Alterations of Tenant shall not be
removed from the Leased Premises during the term of this Lease without the prior
consent in writing from the Landlord. Upon expiration of this Lease, the Tenant
shall remove all Alterations other than that rose constituting Landlord's Work
or previously approved in writing by Landlord, and restore the Leased Premises,
as provided hereinafter. If the Tenant fails to remove such Alterations and
restore the Leased Premises, then upon the expiration of this Lease, or any
renewal thereof, and

- 14 -
<PAGE> 15

upon the Tenant's removal from the Leased Premises, all such Alterations shall
become the property of the Landlord and in such event, should Landlord so elect,
Landlord may restore the Leased Premises to its original condition, for which
cost the Tenant shall be responsible and shall pay promptly to Landlord upon
demand. If any of the building materials constituting any part of the Leased
Premises shall be determined to be toxic or radioactive, or otherwise require
disposal in accordance with any environmental codes, Tenant shall bear all costs
of disposal of such materials (but Landlord shall continue to bear all costs of
removal other than disposal). The provisions of this Section shall survive the
termination or expiration of this Lease.

Section 7.03 Signs, Awnings and Canopies.

(a) Tenant will not place or permit to be placed or maintained on any
exterior door, wall or window of the Leased Premises any sign, awning or canopy,
or advertising matter or other thing of any kind, and will not place or maintain
any decoration, letter or advertising matter on the glass of any window or door,
nor will any illuminated sign be placed in the window display area of the Leased
Premises without first obtaining Landlord's written approval and consent, which
may be arbitrarily withheld.

ARTICLE VIII
REPAIRS AND MAINTENANCE OF LEASED PREMISES

Section 8.01 Responsibility of Landlord.

(a) Landlord agrees to repair and maintain in good order and condition,
ordinary wear and tear excepted, the roof, roof drains, outside walls,
foundation is and structural portions (both interior and exterior) of the Leased
Premises. There is explacement of broken plate or window glass (except in case
of accepted from the preceding covenant, however: (i) repair or redamage by fire
or other casualty covered by Landlord's fire and extended coverage insurance
policy); (ii) repair of damage caused by Tenant, its employees, agents,
contractors, customers, licensees or invitees; and (iii) interior repainting and
redecoration. Landlord shall have no obligation to repair until a reasonable
time after the receipt by Landlord of written notice of the need for repairs.
Tenant waives the provision of any law, or any right Tenant may have under
common law, permitting Tenant to make repair at Landlord's expense, except in
the case of emergency or imminent threat of harm to person or property or in the
event Landlord fails to make required repairs within 30 business days after
written notice from Tenant of the need therefor. Such repair and maintenance
obligations of Landlord shall be included in and constitute a portion of
Building Assessments defined herein.

- 15 -
<PAGE> 16

(b) Except as hereinabove provided in Subsection (a), Landlord shall
not be obligated or required to make any other repairs, and all other portions
of the Leased Premises shall be kept in good repair and condition by Tenant, and
at the end of the term of this Lease, Tenant shall deliver the Leased Premises
to Lessor in good repair and condition, reasonable wear arising from Tenant's
permitted use of the Leased Premises as specified herein excepted.

(c) Landlord will furnish a portable fire extinguisher for the Leased
Premises, to be used solely for the Leased Premises. Tenant agrees that the
extinguisher shall not be removed from the Leased Premises, and shall be
available to the fire inspector at all times as required by local fire
ordinances and kept in a location readily accessible to persons within the
Leased Premises.

(d) Landlord will furnish and install new air conditioning unit(s) for
the Leased Premises as its sole expense if the present unit(s) wear out or
otherwise require replacement, provided that Tenant can demonstrate that it has
complied with its maintenance obligations as set forth in Section 8.02 below.

Section 8.02 Responsibilities of Tenant.

(a) Without limiting the generality of the foregoing Subsection, Tenant
agrees to repair and maintain in good and operational order and condition the
non-structural interior portions of the Leased Premises, including the doors,
windows, plate and window glass, floor coverings, plumbing, heating, air
conditioning, electrical and sewerage system, facilities and appliances. Tenant,
at its sole cost, shall maintain the air conditioning unit(s) and duct(s) for
the Leased Premises in good and operational condition and repair throughout the
term of this Lease. As a part of its air conditioning maintenance obligation,
Tenant shall enter into an annual contract with an air conditioning repair firm,
fully licensed to repair air conditioning units in the State of Florida, which
firm shall regularly service and inspect the air conditioning unit(s), perform
emergency and extraordinary repairs on the air conditioning unit(s) and keep a
detailed record of all air conditioning unit services performed on the Leased
Premises and prepare a yearly service report to be furnished to the Tenant at
the end of each calendar year. Tenant shall furnish to Landlord, at the end of
each calendar year, a copy of said yearly service report. Not later than thirty
(30) days prior to the Rental Commencement Date of this Lease and annually
thereafter, Tenant shall furnish to Landlord a copy of the air conditioning
maintenance contract described above. Tenant shall also furnish proof that the
premium for the maintenance contract has been paid within 30 days after its
payment thereof. Nothing stated hereinabove shall limit Tenant's obligation to
maintain the air condition unit(s) in good condition and repair throughout the

- 16 -
<PAGE> 17

term of this Lease. In the event that a heating or air conditioning unit shall
service space in addition to the Leased Premises, Tenant shall be obligated to
pay only its proportionate share of all maintenance and repair costs of such
unit and the required maintenance contract thereon. Tenant further agrees that
Landlord may, at its sole option, enter into a master maintenance agreement for
the entire Building or for the entire Center, and if Landlord so elects, the
costs of such agreement shall be included in the Center Common Area Assessments
or Building Assessments, as appropriate.

(b) After the completion of Landlord's Work and installation of the
equipment prior to the Rental Commencement Date, Tenant will not install any
equipment which exceeds the capacity of the utility lines leading into the
Leased Premises or the Building.

(c) Tenant, its employees, or agents, shall not mark, drill or in any
way deface any walls, ceilings, partitions, floors, wood, stone, plaster or
drywall or ironwork, other than to hang pictures, diplomas, mirrors or other
lightweight items, without Landlord's written consent.

(d) Tenant shall comply with the requirement of all laws, orders,
ordinances and regulations of all governmental authorities and will not permit
any waste of the Leased Premises or the Building Common Areas or Center Common
Areas to be committed and will take good care of and keep in a neat, clean and
sanitary condition, the Leased Premises at all times.

(e) If Tenant refuses or neglects to repair properly as required
hereunder and to the reasonable satisfaction of Landlord as soon as reasonably
possible after written demand, Landlord may make such repairs without liability
to Tenant for any loss or damage that may occur to Tenant's merchandise,
fixtures, or other property, or to Tenant's business by reason thereof, and upon
completion thereof. Tenant shall pay as additional rent Landlord's cost for
making such repairs (including reasonable overhead), upon presentation of a bill
therefor. Said bill shall include interest at fifteen (15%) percent on said cost
from the date of completion of repairs by Landlord. In the event that Landlord
shall undertake any maintenance or repair in the course of which it shall be
determined that such maintenance or repair work was made necessary by the
negligence or willful act of Tenant or any of its employees or agents or that
the maintenance or repair is, under the terms of this Lease, the responsibility
of Tenant, Tenant shall pay Landlord's costs therefor plus overhead and interest
as above provided in this Section.

(f) Tenant shall give Landlord prompt written notice of any accident,
fire or damage occurring on or to the Leased Premises, and of any lawsuits filed
against Tenant with regard to same.

- 17 -
<PAGE> 18

(g) Neither Landlord nor Landlord's agents or servants shall be liable
for any damages caused by fire, rain, wind or other cause beyond Landlord's
control, other than damages resulting from Landlord's failure to timely meet its
repair obligations under Section 8.01(a) above.

(h) All property belonging to Tenant or any occupant of the Leased
Premises or the Building shall be there at the risk of Tenant or such other
person only, and Landlord shall not be liable for damage thereto or theft or
misappropriation thereof.

(i) At the expiration of the tenancy hereby created, Tenant shall
surrender the Leased Premises in the same condition as the Leased Premises were
in upon delivery of possession thereof to the Tenant under this Lease,
reasonable wear arising from Tenant's permitted use of the Leased Premises as
specified herein excepted, and shall surrender all keys for the Leased Premises
to Landlord.

ARTICLE IX
INSURANCE AND INDEMNITY

Section 9.01 Liability Insurance.

Tenant shall, during the entire term hereof, keep in full force and
effect bodily injury and public liability insurance in an amount not less than
FIVE HUNDRED THOUSAND DOLLARS ($500,000)/ONE MILLION DOLLARS ($1,000,000) per
injury and accident, respectively; property damage insurance in an amount not
less than ONE HUNDRED THOUSAND DOLLARS ($100,000); and worker's compensation
insurance in the maximum amount permitted under Florida law. Landlord may
require such insurance coverage to be increased after the first five years of
the term of this Lease, provided that such increase shall not cause the required
limits of coverage to exceed those then commonly prevailing in the marketplace
for similar situations. The policy(s) shall name Landlord, any person, firms or
corporations designated by Landlord, and Tenant as insured, and shall contain a
clause that the insurer will not cancel or change the insurance without first
giving the Landlord thirty business (30) days prior written notice. The
insurance shall be in an insurance company licensed by the State of Florida and
a copy of the policy or a certificate of insurance shall be delivered to
Landlord prior to the commencement of the term of this Lease. In no event shall
the limits of said insurance policies be considered as limiting the liability of
Tenant under this Lease. In the event that Tenant shall fail to obtain or
maintain in full force and effect any insurance coverage required to be obtained
by Tenant under this Lease, Landlord may procure came from such insurance
carriers as Landlord may deem proper, irrespective that a lesser premium for
such insurance coverage may have been obtained from another insurance carrier,
and Tenant shall pay as additional rent, upon

- 18 -
<PAGE> 19

demand of Landlord, any and all premiums, costs, charges and expenses incurred
or expended by Landlord in obtaining such insurance. Notwithstanding the
foregoing sentence, in the event Landlord shall procure insurance coverage
required of Tenant hereunder, Landlord shall in no manner be liable to Tenant
for any insufficiency or failure of coverage with regard to such insurance or
any loss to Tenant occasioned thereby, and additionally, the procurement of such
insurance by Landlord shall not relieve Tenant of its obligations under this
Lease to maintain insurance coverage in the types and amounts herein specified,
and Tenant shall nevertheless hold Landlord harmless from any loss or damage
incurred or suffered by Landlord from Tenant's failure to maintain such
insurance.

Section 9.02 Plate Glass Insurance.

The replacement of any plate glass damaged or broken from any cause
whatsoever in and about the Leased Premises shall be Tenant's responsibility.
Tenant shall, during the entire term hereof, keep in full force and effect a
policy of plate glass amounts satisfactory to Landlord. The policy shall name
insurance covering all the plate glass of the Leased Premises, Landlord as
additional insured and shall contain a clause that the insurer will not cancel
or change the insurance without first giving the Landlord thirty business (30)
days prior written notice. A copy of the policy together with the declarations
page therefore shall be delivered to Landlord prior to the commencement of the
term of this Lease.

Section 9.03 Increase in Fire Insurance Premium.

Tenant agrees that it will not keep, use or sell in or upon the Leased
Premises any article, machinery or equipment which may be prohibited by the
standard form of fire and extended risk insurance policy. Tenant agrees to pay
any increase in premiums for fire and extended coverage insurance that may be
charged during the term of this Lease on the amount of such insurance which may
be carried by Landlord on the Leased Premises or the building of which it is a
part, resulting from the type of merchandise, machinery or equipment sold or
kept by Tenant in the Leased Premises or resulting from Tenant's use of the
Leased Premises, whether or not Landlord has consented to the same.

Section 9.04 Indemnification.

Tenant shall indemnify, defend and save Landlord harmless from and
against any and all claims, actions, damages, liability and expense in
connection with loss of life, personal injury and/or damage to or destruction of
property arising from or out of any occurrence in, upon or at the Leased
Premises, or the occupancy or use by Tenant of the Leased Premises or any part
thereof, or occasioned wholly or in part by any act or omission of Tenant, its
agents, contractors, employees, servants, lessees

- 19 -
<PAGE> 20

or concessionaires. Landlord shall indemnify, defend and save Tenant harmless
from and against any and all claims, actions, damages, liability and expense in
connection with loss of life, personal injury and/or damage to or destruction of
property arising from or out of any occurrence in, upon or at the Leased
Premises or in the Center occasioned in whole or in part by any negligent act or
omission by Landlord, its agents, contractors, employees, servants or
concessionaires. In case the indemnified party shall be made a party to any
litigation commenced by or against the indemnifying party, then such other party
shall protect and hold the indemnified party harmless and pay all costs and
attorney's fees incurred by the indemnified party in connection with such
litigation, and any appeals thereof. The indemnifying party shall also pay all
costs, expenses and reasonable attorney's fees that may be incurred or paid by
the indemnified party in enforcing the covenants and agreements in this Lease.

ARTICLE X
UTILITIES

Section 10.01

Tenant shall be solely responsible for and shall promptly pay all
charges for water, gas, electricity or any other utility used or consumed in the
Leased Premises. In the event that such utilities charges, or any portion
thereof, shall be separately metered for the Leased Premises, Tenant shall pay
such meter charges directly to the utility company supplying such service. In
the event, however, that such utilities charges, or any portion thereof, shall
not be separately metered for the Leased Premises, Tenant shall pay to Landlord
its pro rata share of such nonmetered charges, which pro rata share shall be
equal to Tenant's Proportionate Share of Building Assessments. If any such
charges are not paid when due, Landlord may, at its option, pay the same, and
any amount so paid by Landlord shall thereupon become due to Landlord from
Tenant as additional rent. In no event, however, shall Landlord be liable for an
interruption or failure in the supply of any such utilities to the Leased
Premises.

ARTICLE XI
SUBORDINATION AND ATTORNMENT

Section 11.01 Subordination.

Tenant hereby subordinates its rights hereunder to the lien of any
ground or underlying leases, any mortgage or mortgages, or the lien resulting
from any other method of financing or refinancing, now or hereafter in force
against the Property, the Center, and Building of which the Leased Premises is a
part, and

- 20 -
<PAGE> 21

to all advances made or hereafter to be made upon the security thereof. This
Section shall be self-operative and no further instrument of subordination shall
be required by any mortgagee, but Tenant agrees upon request of Landlord, from
time to time, to promptly execute and deliver any and all documents evidencing
such subordination, and failure to do so shall constitute a default under this
Lease.

Section 11.02 Attornment.

In the event any proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale under, any mortgage covering the
Leased Premises or in the event a deed is given in lieu of foreclosure of any
such mortgage, Tenant shall attorn to the purchaser, or grantee in lieu of
foreclosure, upon any such foreclosure or sale and recognize such purchaser, or
grantee in lieu of foreclosure, as the Landlord under this Lease, provided that
no such attornment shall act or be construed as a waiver of any default by
Landlord or its successors, and any such successors shall take subject to
Tenant's claims hereunder.

ARTICLE XII
ASSIGNMENT AND SUBLETTING

Section 12.01 Consent Required.

Tenant may not assign this Lease in whole or in part, nor sublet all or
any portion of the Leased Premises, without the prior written consent of
Landlord in each instance. The consent by Landlord to any assignment or
subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. It is understood that Landlord may
refuse to grant consent to any assignment or subletting by Tenant with or
without cause and without stating in its refusal to grant such consent the
reasons for which it refuses to grant such consent and may not, under any
circumstances, be required or compelled to grant such consent, except that
Landlord agrees not to withhold its consent to any assignment where the
assignee's use of the Leased Premises will not change and such assignee's
business reputation and credit strength are, in Landlord's reasonable opinion,
at least as good as those of Tenant. No assignment, underletting, occupancy or
collection shall be deemed acceptance of the assignee, subtenant or occupant as
Tenant, or a release of Tenant from the further performance by Tenant of the
covenants on the part of Tenant herein contained. This prohibition against
assignment or subletting shall be construed to include prohibition against any
assignment or subleasing by operation of law, legal process, receivership,
bankruptcy or otherwise, whether voluntary or involuntary and a prohibition
against any encumbrance of all and any part of Tenant's leasehold interest.
Tenant shall remain fully liable on this Lease and shall not be released from
performing any of the terms, covenants

- 21 -
<PAGE> 22

and conditions hereof or any rents or other sums to be paid hereunder. Tenant
acknowledges and agrees that any and all right and interest of the Landlord in
and to the Leased Premises, the Building and the Property, and all right and
interest of the Landlord in this Lease, may be conveyed, assigned or encumbered
at the sole discretion of the Landlord at any time.

Section 12.02 Significant Change of Ownership.

Tenant represents that the ownership and power to bind it belongs to
and is vested in the corporate general partners executing this Lease, and that
the ownership and power to vote a majority of each such general partner's
capital stock is vested in the officer or officer executing this Lease or
members of his or their immediate family. If there shall occur any change in the
ownership of, and/or power to vote, the majority of the outstanding capital
stock of either general partner of Tenant, whether such change of ownership is
by sale, assignment, bequest, inheritance, operation of law or otherwise,
without the prior written consent of Landlord (which will not be withheld
unreasonably), then Landlord shall have the option to terminate this Lease upon
thirty (30) days' notice to Tenant. Notwithstanding the restrictions on transfer
or assignment contained in this Article XII, nothing in this Lease shall
restrict the sale, assignment or other transfer of substantially all of the
assets of Tenant, including this Lease, to either of the General Partners.

ARTICLE XIII
WASTE, GOVERNMENTAL REGULATIONS

Section 13.01 Waste or Nuisance.

Tenant shall not commit or suffer to be committed any waste upon the
Leased Premises, Building Common Areas or Center Common Areas, or any nuisance
or other act or thing which may disturb the quiet enjoyment of any other tenant
in the Building or Center, or which may adversely affect Landlord's fee interest
in the Leased Premises or in the Building.

Section 13.02 Governmental Regulations.

Tenant shall, at Tenant's sole cost and expense, comply with all
regulations of all county, municipal, state, federal and other applicable
governmental authorities, now in force, or which may hereafter be in force,
pertaining to Tenant or its use of the Leased Premises, and shall faithfully
observe in the use of the Leased Premises all municipal and county ordinances
and state and federal statutes now in force or which may hereafter be in force.
Tenant shalt indemnify, defend and save Landlord harmless from penalties, fines,
costs, expenses suits, claims, or damages

- 22 -
<PAGE> 23

resulting from Tenant's failure to perform its obligations in this Section.

ARTICLE XIV

Section 14.01 Rules and Regulations.

Landlord reserves the right from time to time to make reasonable rules
and regulations, governing loading of supplies, trash collection, pest control,
parking, noise, electrical overloads and similar issues of general concern to
all tenants in the event that the need therefor should ever arise. Notice of
such rules and regulations and amendments and supplements thereto, if any, shall
be given to the Tenant.

ARTICLE XV
DESTRUCTION OF LEASED PREMISES

Section 15.01 Total or Partial Destruction.

If the Leased Premises shall be damaged by fire, the elements,
unavoidable accident or other casualty, without the fault of Tenant, but are not
thereby rendered untenantable in whole or in part, Landlord shall at its own
expense cause such damage, except to Tenant's equipment and trade fixtures, to
be repaired, and the rent and other charges payable by Tenant hereunder shall
not be abated. If by reason of such occurrence, the Leased Premises shall be
rendered untenantable only in part, Landlord shall, subject to the approval of
any mortgagee of Landlord, at its own expense cause the damage, except to
Tenant's equipment and trade' fixtures, to be repaired, and the annual rent
meanwhile shall be abated proportionately as to the portion of the Leased
Premises rendered untenantable. For purposes of this Article XIV, the Leased
Premises shall be considered rendered untenantable in part if and to the extent
Tenant is unable to continue its business therein in the same manner as
conducted immediately prior to such damage or destruction. If the Leased
Premises shall be rendered wholly untenantable by reason of such occurrence, the
Landlord shall, subject to the approval of any mortgagee of Landlord, at its own
expense cause such damage, except to Tenant's equipment and trade fixtures, to
be repaired, and the annual rent meanwhile shall be abated in whole except that
Landlord shall have the right, to be exercised by notice in writing delivered to
Tenant within thirty (30) days after said occurrence, to elect not to
reconstruct the destroyed Leased Premises, and in such event this Lease and the
tenancy hereby created shall cease as of the date of the said occurrence.
Nothing in this Section shall be construed to permit any abatement in whole or
in part in additional rent nor annual rent if such damage is caused by an act or
omission of Tenant.

- 23 -
<PAGE> 24

Section 15.02 Destruction of Building.

In the event that fifty (50% percent or more of the rentable area of
the Building hall be damaged or destroyed by fire or other cause,
notwithstanding any other provisions contained herein and that the Leased
Premises may be unaffected by such fire or other cause, Landlord shall have the
right, to be exercised by notice in writing delivered to Tenant within thirty
(30) days after said occurrence, to elect to cancel and terminate this Lease.
Upon the giving of such notice to Tenant, the term of this Lease shall expire by
lapse of time upon the sixtieth day after such notice is given, and Tenant shall
vacate the Leased Premises and surrender the same to Landlord.

Section 15.03 Damage Near End of Term.

If the Leased Premises are destroyed or damaged during the last
eighteen (18) months of the term of this Lease and the estimated cost of repair
exceeds fifty percent (50%) of the annual rent then remaining to be paid by
Tenant for the balance of the term, Landlord may at its option cancel and
terminate this Lease as of the date of occurrence of such damage by giving
written notice to Tenant of its election to do so within sixty (60) days after
the date of occurrence of such damage; provided, however, that if Tenant
notifies Landlord in writing of its irrevocable exercise of its option to renew
this Lease in accordance with the next renewal option (if any) under Section
1.02 hereof, within 15 days after Landlord's notice to Tenant, Landlord's option
and election to cancel and terminate this Lease shall be rendered null and void,
the term shall be extended, and repairs shall be made hereunder. If Landlord
shall not so elect to terminate this Lease, the repair of such damage shall be
governed by this Article.

Section 15.04 Reconstruction of Improvements.

In the event of any reconstruction of the Leased Premises under this
Article, said reconstruction shall be in substantial conformity with the
provisions of Exhibit "C" hereof to the extent of the work as therein set forth
as "Landlord's Work". Tenant, at its sole cost and expense, shall be responsible
for the repair and restoration of all items set forth as "Tenant's Work" in
Exhibit "D" and the replacement of its stock in trade, trade fixtures,
furniture, furnishings and equipment. Tenant shall commence the installation of
fixtures, equipment, and merchandise hereof promptly upon delivery to it of
possession of the Leased Premises and shall diligently prosecute such
installation to completion.

Section 15.05 Termination.

Upon any termination of this Lease under any of the provisions of this
Article, the parties shall be released thereby

- 24 -
<PAGE> 25

without further obligation to the other party coincident with the surrender of
possession of the Leased Premises to the Landlord except for items which have
theretofore accrued and are then unpaid.

ARTICLE XVI
EMINENT DOMAIN

Section 16.01 Total Condemnation.

If the whole of the Leased Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use of purpose, then the term of
this Lease shall cease and terminate as of the date of title vesting in the
condemning governmental body or other authority pursuant to such proceeding and
all rentals and other charges shall be paid up to that date and Tenant shall
have no claim against Landlord for the value of any unexpired term of this
Lease. A sale by Landlord to any authority having the power of eminent domain,
either under threat of condemnation or while condemnation proceedings are
pending, shall be deemed a taking under the power of eminent domain for all
purposes under this Article.

Section 16.02 Partial Condemnation.

If a part of the Leased Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, and such partial
taking or condemnation shall render the Leased Premises unsuitable for Tenant to
continue its business in substantially the same manner as prior to the partial
taking, then the term of this Lease shall cease and terminate as of the date of
title vesting in the condemning governmental body or other authority pursuant to
such proceeding and Tenant shall have no claim against Landlord for the value of
any unexpired term of this Lease. In the event of a partial taking or
condemnation which is not extensive enough to render the Leased Premises
unsuitable for Tenant to continue its business in substantially the same manner
as prior to the partial taking, then Landlord shall promptly restore the Leased
Premises to a condition comparable to its condition at the time of such
condemnation less the portion lost in the taking, and this Lease shall continue
in full force and effect except that the annual rent and additional rent shall
be reduced in proportion to the portion of the Leased Premises lost in the
taking.

Section 16.03 Damage Awards.

In the event of any condemnation or taking as hereinbefore provided,
whether whole or partial, the Tenant shall not be entitled to any part of the
award, as damages or otherwise, for such condemnation and Landlord is to receive
the full amount of

- 25 -
<PAGE> 26

such award, except for that portion of the award reasonably attributable to
leasehold improvements paid for by Tenant, Tenant's business interruption and
Tenant's property in the Leased Premises, such allocation to be made, however,
only after Landlord shall have recouped in full its costs to construct and
improve the property taken. The Tenant hereby expressly waives any right or
claim to any part of any such award except as expressly permitted above.
Although all damages in the event of any condemnation are to belong to the
Landlord (except as provided above) whether such damages are awarded as
compensation for diminution in value of the leasehold or the fee of the Leased
Premises, Tenant shall have the right to claim and recover from the condemning
authority, but not from Landlord, such compensation as may be separately awarded
or recoverable by Tenant in Tenant's own right on account of any damage to
Tenant's business by reason of the condemnation and for or on account of any
cost or loss to which Tenant might be put in removing Tenant's merchandise,
furniture, fixtures, leasehold improvements and equipment from the Leased
Premises.

ARTICLE XVII
DEFAULT OF TENANT

Section 17.01 Events of Default.

Upon the happening of one or more of the events set forth below in (a)
to (i), inclusive (any of which is referred to hereinafter as an "Event of
Default"), the Landlord shall have any and all rights and remedies hereinafter
set forth:

(a) In the event Tenant should fail to pay any one or more of said
monthly installments of annual rent, percentage rent (if applicable), any other
stuns required to be paid hereunder as additional rent, or any payment with
respect to the Loan, within five business (5) days after Tenant'? receipt of
written notice from Landlord of such failure;

(b) In the event Tenant shall fail to open the Leased Premises for
business within forty-five (45) days after receiving notice from Landlord that
the Leased Premises are ready for occupancy;

(c) In the event a petition in bankruptcy under any present or future
bankruptcy laws (including but not limited to reorganization proceedings) be
filed by or against the Tenant and such petition is not dismissed within thirty
(30) days from the filing thereof, or in the event Tenant is adjudged a
bankrupt;

(d) In the event an assignment for the benefit of creditors is made by
Tenant;

- 26 -
<PAGE> 27

(e) In the event of an appointment by any court of a receiver or other
court officer of Tenant's property and such receivership is not dismissed within
thirty (30) days from such appointment;

(f) In the event Tenant removes, attempts to remove, or permits to be
removed from the Leased Premises, except in the usual course of trade or
replacement purposes or to allow for a change in the conduct of Tenant's
business, the equipment, machinery, fixtures, furniture, effects or other
property of the Tenant brought thereon and subject to Landlord's statutory lien;

(g) In the event Tenant, before the expiration of the term of this
Lease, and without the written consent of the Landlord, vacates the Leased
Premises or abandons the possession thereof, or uses the same for purposes other
than the purposes for which the same are hereby leased, or ceases to use the
Leases Premises for the purposes herein contained;

(h) In the event an execution or other legal process is levied upon the
goods, furniture, equipment, fixtures, effects or other property of Tenant
brought on the Leased Premises, or upon the interest of Tenant in this Lease,
and the same is not satisfied or dismissed within ten (10) days from such levy;

(i) In the event Tenant fails to maintain the pledge of collateral,
letter of credit or other security for this Lease or the Loan in strict
compliance with the requirements of Section 20.14 below or otherwise breaches
any of the terms of the Collateral Pledge and Assignment Agreement of even date
between Landlord and Tenant; or

(j) In the event Tenant violates any other term, condition covenant,
rules or regulations herein on the part of Tenant to be performed, and fails to
remedy the same within fifteen (15) days after written notice thereof is given
by Landlord to Tenant unless the nature of such default is that it cannot
reasonably be cured within such period, in which case Tenant shall have such
period (in no event to exceed sixty (60) days) as is reasonably necessary to
cure such default, so long as Tenant shall commence curative efforts immediately
upon receipt of notice and diligently pursue same to completion.

Section 17.02 Remedies of Landlord.

(a) If any Event of Default occurs, the Landlord shall have the right,
at the option of Landlord, to terminate this Lease upon sixty (60) days written
notice to Tenant, and to thereupon re-enter and take possession of the Leased
Premises. If any Event of Default occurs, Landlord shall have the right, at its
option, from time to time, without terminating this Lease, to reenter and relet
the Leased Premises, or any part thereof, as the agent and for the account of
Tenant upon such terms and

- 27 -
<PAGE> 28

conditions as Landlord may deem advisable or satisfactory, in which event the
rents received on such reletting shall be applied first to the expenses of such
reletting and collection including but not limited to, necessary renovation and
alterations of the Leased Premises, reasonable attorney's fees, any real estate
commissions paid, and thereafter toward payment of all sums due or to become due
Landlord hereunder, and if a sufficient sum shall not be thus realized or
secured to pay such sums and other charges, (i) at Landlord's option, Tenant
shall pay Landlord any deficiency monthly, notwithstanding Landlord may have
received rental in excess of the rental stipulated in this Lease in previous or
subsequent months, and Landlord may bring an action therefor as such monthly
deficiency shall arise, or (ii) at Landlord's option, the entire deficiency,
which is subject to ascertainment for the remaining term of this Lease, shall be
immediately due and payable by Tenant. Nothing herein, however, shall be
construed to require Landlord to re-enter and relet in any event. The Landlord
shall not, in any event, be required to pay Tenant any surplus of any sums
received by Landlord on a reletting of said Leased Premises in excess of the
rent provided in this Lease.

(b) If any Event of Default occurs, the Landlord shall have the right,
at its option, to declare all rent (or any portion thereof) for the entire
remaining term, and other indebtedness owing by Tenant to Landlord, if any,
immediately due and payable without regard to whether possession of the Leased
Premises shall have been surrendered to or taken by Landlord, and may commence
action immediately thereupon and recover judgment therefor.

(c) If any Event of Default occurs, the Landlord, In addition to other
rights and remedies it may have, shall have the right to remove all or any part
of the Tenant's property from the Leased Premises and any property removed may
be stored in any public warehouse or elsewhere at the cost of, and for the
account of Tenant and the Landlord shall not be responsible for the care or
safekeeping thereof whether in transport, storage or otherwise, and the Tenant
hereby waives any and all claim against Landlord for loss. destruction and/or
damage or injury which may be occasioned by any of the aforesaid acts.

(d) No such re-entry or taking possession of the Leased Premises by
Landlord shall be construed as an election on Landlord's part to terminate this
Lease unless a written notice of such intention is given to Tenant.
Notwithstanding any such reletting without termination, Landlord may at all
times thereafter elect to terminate this Lease for such previous default. Any
such re-entry shall be allowed by Tenant without hindrance, and Landlord shall
not be liable in damages for any such reentry, or guilty of trespass or forcible
entry.

(e) Any rent which may be due Landlord, whether by acceleration or
otherwise, as herein provided in this Article,

- 28 -
<PAGE> 29

shall include annual rent and any other rents, costs and expenses denominated as
additional rent in this Lease.

(f) In the event Tenant remains in possession of the Leased Premises
after the expiration of the tenancy created hereunder, and without the execution
of a new Lease, Tenant, at the option of Landlord, shall be deemed to be
occupying the Leased Premise as a tenant at sufferance at n monthly rental equal
to two (2) times the annual rent payable during the last month of the lease
term. In addition to the annual rent, Tenant shall pay, without diminution, all
percentage rent (if any) and other additional rent, as required by this Lease,
and such tenancy shall be subject to all the other conditions, provisions and
obligations of this Lease.

(g) It is expressly agreed that the forbearance on the part of the
Landlord in the institution of any suit or entry of judgment for any part of the
rent herein reserved to the Landlord, including but not limited to any
unliquidated percentage rent then due, shall in no wise serve as a defense
against nor prejudice a subsequent action for such rent. The Tenant hereby
expressly waives Tenant's right to claim a merger or waiver of such subsequent
action In any previous suit or in the judgment entered therein. Furthermore, it
is expressly agreed that claims for liquidated annual rent and those for any
unliquidated percentage rent (if any) may be regarded by the Landlord, if it so
elects, as separate and independent claims capable of being separately assigned.

(h) Any and all rights, remedies and options given in this Lease to
Landlord shall be cumulative and in addition to and without waiver of, or in
derogation of, any right or remedy given to it under any law now or hereafter in
effect.

Section 17.03 Waiver.

The waiver by Landlord of any default of any term, condition or
covenant herein contained shall not be a waiver of such term, condition or
covenant, or any subsequent default of the same or any other term, condition or
covenant herein contained. The consent or approval by Landlord to or of any act
by Tenant requiring Landlord's consent or approval shall not be deemed to waive
or render unnecessary Landlord's consent to or approval of any subsequent
similar act by Tenant. The receipt of rent after default or condition broken, or
delay on the part of Landlord to enforce any right hereunder, shall not be
deemed a waiver of any preceding default by Tenant of any term, covenant or
condition of this Lease, or a waiver of the right of of Landlord to annul this
Lease or to re-enter the Leased Premises or to relet same.

- 29 -
<PAGE> 30

Section 17.04 Legal Expenses.

In the event that it shall become necessary for either party to employ
the services of an attorney to interpret or enforce any of its rights under this
Lease or to collect any sums due to it under this Lease or to remedy the breach
of any covenant of this Lease on the part of the other party to be kept or
performed, regardless of whether suit be brought, the losing party shall pay to
the prevailing party such reasonable fee as shall be charged by the prevailing
party's attorney for such services. Should suit be brought for the recovery of
possession of the Leased Premises, or for rent or any other sum due Landlord
under this Lease, or be either party because of the default of any covenants
under this Lease, the losing party shall pay to the prevailing party all costs
and expenses of such suit and any appeal thereof or post-judgment proceedings in
connection therewith, including a reasonable attorney's fee.

ARTICLE XVIII
ACCESS BY LANDLORD

Section 16.01 Right of Entry.

Landlord and Landlord's agents shall have the right to enter the Leased
Premises at all reasonable times to examine the same, and to show them to
prospective purchasers, mortgagees or tenants of the building, and to make such
repairs, alterations, improvements or additions as Landlord may deem necessary
or desirable, and Landlord shall be Allowed to take all material into and upon
the Leased Premises that may be required therefor without the same constituting
an eviction of Tenant in whole or in part, and the rent reserved shall in no
manner abate while said repairs, alterations, improvements, or additions are
being made unless Tenant is prevented from operating in the Leased Premises in
whole~or in part, in which event annual rent shall be proportionately abated
during said period. Notwithstanding the foregoing, Landlord shall use its best
efforts not to interfere with Tenant's conduct of business at the Leased
Premises. If Tenant shall not be personally present to open and permit entry
into the Leased Premises, at any time, when for any reason an entry therein
shall be necessary to address an emergency situation, Landlord or Landlord's
agents may enter the same without in any manner affecting the obligations and
covenants of this Lease.

- 30 -
<PAGE> 31
ARTICLE XIX
LANDLORD'S COVENANT

Section 19.01 Quiet Enjoyment.

Upon payment by the Tenant of the rents and other charges herein
provided, and upon the observance and performance of all the covenants, terms
and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Leased Premises for the term hereby
demised without hindrance or interruption by Landlord or any other person or
persons lawfully or equitably claiming by, through or under the Landlord,
subject, nevertheless, to the terms and conditions of this Lease.

Section 19.02 Zoning; Soil Bearing.

Landlord represents, warrants and covenants to and with Tenant that,
under present laws and regulations, the use of the Leased Premises as an
outpatient cancer treatment center is permitted by all applicable zoning codes
and ordinances. Landlord further represents, warrants and covenants that the
site can bear the load of the contemplated improvements or, if it cannot,
Landlord will provide sufficient load bearing capacity at its sole cost and
expense.

ARTICLE XX
MISCELLANEOUS

Section 20.01 Accord and Satisfaction.

No payment by Tenant or receipt by Landlord of a lesser amount than the
rent herein stipulated to be paid shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy provided herein or by law.

Section 20.02 Entire Agreement.

This lease and the Exhibits attached hereto and forming a part thereof
as if fully set forth herein, constitute all covenants, promises, agreements,
conditions and understandings between Landlord and Tenant concerning the Leased
Premises and the Building and there are no covenants, promises, conditions or
understandings, either oral or written, between them other than are herein set
forth. Neither Landlord nor Landlord's agents have made nor shall be bound to
any representations with respect to the Leased Premises or the Building except
as herein expressly set forth, and all representations, either oral or written,

- 31 -
<PAGE> 32

shall be deemed to be merged into this Lease Agreement. Except as herein
otherwise provided, no subsequent alteration, change or addition to this Lease
shall be binding upon Landlord or Tenant unless reduced to writing and signed by
them.

Section 20.03 Notices.

(a) Any notice by Tenant to Landlord must be served by certified mail
return requested, addressed to Landlord at the address first hereinabove given
or at such other address as Landlord may designate by written notice. Tenant
shall also provide copies of any notice given to Landlord to such mortgagees,
agents or attorneys of Landlord as Landlord may direct.

(b) After commencement of the term hereof any notice by Landlord to
Tenant shall be served by certified mail, return receipt requested, addressed to
Tenant at the Leased Premises or at such other address as Tenant shall
designate by written notice, or by delivery by Landlord to the Leased Premises
or to such other address. Prior to the commencement of the term hereof such
notice may be given by Landlord by such mail or by delivery at the following
address:

University Radiotherapy Associates, Ltd.
Suite 316, New Town Corporate Center
4491 South State Road 7
Ft. Lauderdale, Florida 33314
Attn: Ken Scott

(c) All notices given hereunder shall be in writing, and shall be
effective and deemed to have been given only upon receipt by the party to which
notice is being given, said receipt being deemed to have occurred upon hand
delivery or posting, or upon such date as the postal authorities shall show the
notice to have been delivered, refused, or undeliverable, as evidenced by the
return receipt. Notwithstanding any other provision hereof, Landlord shall also
have the right to give notice to Tenant in any other manner provided by law.

Section 20.04 Successors.

All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several respective heirs,
legal representatives, and permitted successors and assigns of the said parties;
and if there shall be more than one person or party constituting the Tenant,
they shall be bound jointly and severally by the terms, covenants and agreements
herein. No rights, however, shall inure to the benefit of any assignee of Tenant
unless the assignment to such assignee has been approved by Landlord in writing
as provided herein. Nothing contained in this Lease shall in any manner restrict
Landlord's right to assign or encumber this Lease

- 32 -
<PAGE> 33

(unless same would adversely affect Tenant's rights hereunder) and, in the event
Landlord sells its interest in the Building and the purchaser assumes Landlord's
obligations and covenants, Landlord shall thereupon be relieved of all further
obligations hereunder.

Section 20.05 Captions and Section Numbers.

The captions, section numbers, and article numbers appearing in this
Lease are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such sections or articles of this
Lease nor in any way affect this Lease.

Section 20.06 Brokers Commission.

The Tenant represents and warrants to Landlord that it has dealt with
no real estate broker, agent, salesperson or finder in connection with this
Lease or the Leased Premises, other than CMA Marketing, Inc., and the commission
to said broker shall be borne by Landlord. Notwithstanding the foregoing, Tenant
agrees to indemnify, defend and save the Landlord harmless from all liabilities
arising from claims by any real estate broker or agent claiming through Tenant
other than CMA Marketing, Inc. Such indemnity of Tenant shall include, without
limitation, all of attorneys' fees incurred in connection therewith.

Section 20.07 Partial Invalidity.

If any term, covenant or condition of this Lease or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease the application of such term,
covenant or condition to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each
term, covenant or condition of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

Section 20.08 Estoppel Certificate.

Landlord and Tenant agree that each will, at any time and from time to
time, within ten (10) days following written notice by the other party hereto
specifying that it is given pursuant to this Section, execute, acknowledge and
deliver to the party who gave such notice, or its designata, a statement in
writing certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect
and stating the modifications), and the date to which the annual rent and any
other payments due hereunder from Tenant have been paid in advance, if any, and
stating whether or not there are defenses or offsets claimed by the maker of the
certificate and whether or not to the best of knowledge of the signer of such
certificate the other party is in

- 33 -
<PAGE> 34

default in performance of any covenant, agreement or condition contained in this
Lease, and if so, specifying each such default of which the maker may have
knowledge and if requested, such financial information concerning Tenant and
Tenants business operations (and the Guarantor of this Lease, if this Lease be
guaranteed) as may be reasonably requested by any Mortgagee or prospective
mortgagee or purchaser. The failure of either party to execute, acknowledge and
deliver to the other a statement in accordance with the provisions of this
Section within said ten (10) business day period shall constitute an
acknowledgment, by the party given such notice, which may be relied on by any
person holding or proposing to acquire an interest in the Building or any party
thereof or the Leased Premises or this Lease from or through the other party,
that this Lease is unmodified and in full force and effect and that such rents
have been duly and fully paid to and including the respective due dates
immediately preceding the date of such notice and shall constitute, as to any
person entitled as aforesaid to rely upon such statements, waiver of any
defaults which may exist prior to the date of such notice; provided, however
that nothing contained in the provisions of this Section shall constitute waiver
by Landlord of any default in payment of rent or other charges existing as of
the date of such notice and, unless expressly consented to in writing by
Landlord, and Tenant shall still remain liable for the same.

Section 20.09 Submission to Condominium.

Tenant acknowledges and agrees that the Building may at any time during
the term hereof be submitted to condominium ownership, and that such submission
shall not constitute a default of Landlord under this Lease or in any manner
release Tenant from any payment or obligation under this Lease. Tenant further
agrees to accept performance of all or certain of the duties of Landlord herein
by the condominium association having jurisdiction of the Building, and to abide
by all restrictions, limitations and conditions imposed by such condominium
association or the articles of incorporation, by-laws, or rules and regulations
thereof; provided however, that the Leased Premises shall at all times during
the term hereof be usable for the permitted uses of Tenant hereunder and upon
the terms and conditions set forth herein.

Section 20.10 Recording.

Tenant shall not record this Lease, or any memorandum or short form
thereof, without the written consent and joinder of Landlord.

Section 20.11 Liability of Landlord.

Tenant shall look solely to the estate and property of the Landlord in
the Building for the collection of any judgment, or in connection with any other
judicial process, requiring the

- 34 -
<PAGE> 35

payment of money by Landlord in the event of any default by Landlord with
respect to any of the terms, covenants and conditions of this Lease to be
observed and performed by Landlord, and no other property or estates of Landlord
shall be subject to levy, execution or other enforcement procedures for the
satisfaction of Tenant's remedies and rights under this Lease.

Section 20.12 Arbitration.

The parties hereto agree to submit any disputes arising hereunder to
binding arbitration in Florida, by a single arbitrator mutually selected by
Landlord and Tenant, absent agreement, by a single arbitrator selected by
agreement of two independent parties, one chosen by Landlord and the other
chosen by The Florida Arbitration Code shall govern all such proceedings.

Section 20.13 Time of Essence.

Time is of the essence with respect to the performance of every
provision of this Lease in which time of performance is a factor.

Section 20.14 Lease Guarantee and Construction Loan Guarantee.

(a) LEASE GUARANTEE. Simultaneously with the execution and delivery
hereof, Tenant shall pledge and deliver to Landlord collateral to secure its
obligations hereunder in an amount not less than $250,000 pursuant to a
Collateral Pledge and Assignment Agreement in the form of Exhibit "E" hereto.
Landlord agrees that collateral comprised of personal recourse investor notes
from the limited partners of the Tenant shall be an acceptable form of
collateral so long as the form and substance of such notes are substantially as
set forth in Exhibit "F" hereto. Tenant shall further have the right to replace
any collateral delivered hereunder with substitute collateral (such as a letter
of credit, certificates of deposit or the like) in form, and from a source,
acceptable to Landlord in its discretion. The lease guarantee shall be
maintained throughout the term of this Lease, and Tenant acknowledges and agrees
that any failure to maintain the collateral required hereby in strict accordance
with the provisions hereof and of the Collateral Pledge and Assignment Agreement
shall, at the option of Landlord, constitute an event of default hereunder.

(b) CONSTRUCTION LOAN GUARANTEE. Simultaneously with the execution and
delivery of a construction agreement for improvement of the Leased Premises,
Tenant shall pledge and deliver to Landlord additional collateral of the same
type or types as described in the preceding subparagraph (a) in an amount equal
to the principal amount of the Loan as finally established in accordance with
the provisions of Section 4.03 above. The

- 35 -
<PAGE> 36

amount of collateral pledged pursuant to this subparagraph (b) shall be
decreased during the term of the Lease as Loan repayments are made, such that
the principal amount of such collateral remains equal to the outstanding
principal amount of the Loan.

Section 20.15 Joint and Several Liability.

In the event that more than one person or entity shall execute this
Lease as "Tenant", each such party expressly agrees that its liabilities and
obligations hereunder shall be joint and several.

Section 20.16 Not an Offer.

This Lease shall not be binding on Landlord for any purpose or in any
way until executed by Landlord, nor shall it constitute an offer from Landlord
to Tenant; rather, upon execution by Tenant, this Lease shall constitute an open
offer by Tenant to Landlord acceptable only by Landlord's execution and delivery
of a fully signed Lease to Tenant.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, or
have caused the same to be executed as of the day and year first above written.

LANDLORD:

Signed, sealed and delivered
in the presence of: ANTONELLI AND BOINIS
ASSOCIATES LIMITED
PARTNERSHIP, a Florida Limited
Partnership

/s/ By: /s/ Peter Paul Boinis
- ------------------------------ ---------------------------------
Peter Paul Boinis,
Managing Partner

- ------------------------------
(As to Landlord)

- 36 -
<PAGE> 37
TENANT:

UNIVERSITY RADIOTHERAPY
ASSOCIATES, LTD., a Florida
Limited Partnership

By: CTI of West Broward, Inc.,
General Partner

/s/ By: /s/ Kenneth L. Scott
- ------------------------------- --------------------------

/s/ Its: President
- ------------------------------- -------------------------
(As to Tenant)

By: West Broward Oncology
Services, Inc., a Florida
corporation, General
Partner

/s/ By: /s/
- ------------------------------- ---------------------------

/s/ Its: President
- ------------------------------- -------------------------
(As to Tenant)

-37-
<PAGE> 38

FIRST ADDENDUM TO STANDARD LEASE AGREEMENT
DATED AS OF NOVEMBER 28, 1989
BETWEEN
ANTONELLI AND BOINIS ASSOCIATES LIMITED PARTNERSHIP ("Landlord")
AND
UNIVERSITY RADIOTHERAPY ASSOCIATES, LTD. ("Tenant")

THIS FIRST ADDENDUM is made and entered into as of the 25th day of May,
1990 between Landlord and Tenant for purposes of modifying and amending the
above-referenced lease (the "Original Lease" hereinafter, the Original Lease as
modified and amended by this First Addendum, shall be referred to as the
"Lease").

1. All initially capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Lease.

2. Section 1.04(c) of the Original Lease is hereby modified and amended
to delete the existing provisions in their entirety, and substitute the
following subsection (c) in lieu thereof:

(c) Landlord shall, within twenty (20) days after its receipt of a draw
request jointly signed by Tenant and its general contractor and
accompanied by appropriate partial releases, fund such draw requests by
cashier's check payable to such payee as Tenant may direct.
Notwithstanding the forgoing, (i) aggregate disbursements funded by
Landlord shall in no event exceed the Allowance, (ii) draw requests
shall be submitted no more frequently than monthly, (iii) draw requests
shall be made on the basis of work in place and materials properly
stored on site (except specially ordered items), and (iv) draw requests
shall be subject to ten percent retainage. In the event of any failure
by Landlord to fund any draw request properly presented hereunder
within the time frame required (time being of the essence hereof),
Tenant may demand that Landlord, within five (5) business days after
receipt of such demand, deposit the remaining balance of the Allowance
in an escrow account with Tenant's attorney, from which all future
disbursements shall be made in accordance with draw requests jointly
signed by Landlord and Tenant and accompanied by appropriate partial
releases. Landlord shall bear all fees and expenses of establishing and
maintaining such escrow. Draws from any such escrow account shall
further be subject to the provisions set forth in clauses (i) through
(iv), inclusive, above. In the event that Landlord fails to honor
Tenant's demand to deposit the balance of the Allowance into the escrow
account within the time frame required (time being of the essence as to
this provision), Tenant shall have the right and option to terminate
the Lease immediately with no further obligations on its part and/or to
pursue such other remedies as may be available under the Lease, at law
or in equity.

<PAGE> 39

3. Tenant hereby agrees to release Landlord from any and all
obligations to make the Loan described in Section 4.03 of the Lease.
Consequently Landlord and Tenant agree that said Section 4.03 is hereby declared
null and void and deleted in its entirety.

4. Except as expressly modified and amended by the provisions of this
First Addendum, all terms and provisions of the Original Lease shall remain in
full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have caused this First Addendum
to be duly executed as of the day and year first above written.

LANDLORD:

ANTONELLI AND BOINIS ASSOCIATES
LIMITED PARTNERSHIP

By: /s/ Peter Boinis
-----------------------------------------
Peter Boinis
Managing General Partner

TENANT:

UNIVERSITY RADIOTHERAPY ASSOCIATES,
LTD., a Florida limited partnership

By: CTI of Broward, Inc., General Partner

By: /s/ Kenneth L. Scott
------------------------------------

Its: President
------------------------------

By: West Broward Oncology Services,
Inc., General Partner

By: /s/
------------------------------------

Its:
-----------------------------------

<PAGE> 40

ASSIGNMENT OF LEASE

THIS AGREEMENT (this "Agreement") is made and entered into as of August
26, 1994, by and between ANTONELLI AND BOINIS ASSOCIATES LIMITED PARTNERSHIP, a
Florida limited partnership, now known as BOINIS ASSOCIATES, LTD. ("Lessor"),
CTI OF WEST BROWARD, INC., a Florida corporation, successor to University
Radiotherapy Associates, Ltd. ("Assignor"), and CORAL SPRINGS RADIATION THERAPY
REGIONAL CENTER, INC., a Florida corporation ("Assignee").

BACKGROUND FACTS

A. Assignor is the tenant and Lessor is the landlord pursuant to that
certain Lease Agreement dated November 28, 1989 (as amended, the "Lease"),
relating to suite number 101 (the "Premises") within building number 2101 within
a project commonly known as "The Center For Medical Arts" located at Riverside
Drive in Coral springs, Florida. Assignor's obligations have been partially
secured by certain promissory notes (collectively, the "Notes") delivered by
certain individuals (collectively, the "Makers") on Assignor's behalf.

B. Assignor desires to assign the tenant's interest under the Lease to
Assignee and Assignee desires to assume and be bound by the terms and conditions
of the Lease.

C. Assignor and Assignee desire that Lessor consent to the assignment
of the Lease pursuant to the terms and conditions of this Agreement.

TERMS AND CONDITIONS

In consideration of the mutual promises and covenants herein contained
and other good and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1. BACKGROUND FACTS. The above Background Facts are true and correct
and made a part of this Agreement.

2. ASSIGNMENT. Assignor hereby assigns, sets over and transfers to
Assignee all of its rights, title and interest as tenant under the Lease.

3. RATIFICATION OF LEASE. All of the terms, covenants and conditions of
the Lease are hereby ratified and reaffirmed by all parties to this Agreement.

4. ACCEPTANCE. Assignee hereby accepts the assignment of the tenant's
interest under the Lease and hereby assumes and agrees to be bound by all of its
terms and conditions, a copy of which has been read, received and reviewed by
Assignee. Assignee further agrees and acknowledges having examined the Premises
and

<PAGE> 41

the condition of the Premises and agrees to accept possession of the Premises in
"As-Is" condition.

5. RELEASE OF ASSIGNOR AND MAKERS. In consideration of the payment to
Lessor of the sum of $25,000 simultaneously with the execution hereof, Lessor
hereby releases (i) Assignor and its predecessor, University, from all liability
and obligations under the Lease and (ii) Makers, from all liability and
obligations under the Notes.

6. WAIVER. Assignor, Assignee and Lessor hereby stipulate and agree
that they have no claims or actions against each other under the Lease or
otherwise as of the date hereof, and that, as of the date hereof (except as to
any Lease obligations for periods from and after the date hereof), there is no
default or breach under the Lease on the part of Assignor or Lessor which has
not been waived.

7. LESSOR'S CONSENT. Lessor does hereby consent to the assignment of
the Lease to Assignee. The consent granted hereunder shall not constitute the
agreement of Lessor to consent to any future assignments or transfers of the
Lease nor shall it be deemed to be a waiver of the prohibition contained in the
Lease against assignment or transfer. In the event Lessor executes this
Agreement prior to execution thereof by Assignee and Assignor, it is understood
that Lessor's execution shall not be deemed to be effective until Assignor and
Assignee shall have both executed this Agreement, and Lessor is provided with a
fully executed original on or before 12 noon on August 29, 1994.

8. OTHER CONDITIONS. Assignor and Assignee hereby release Lessor, its
agents, officers, directors, successors, and assigns, of and from any and all
claims whatsoever, in law or in equity, which they have or may have arising
prior to the effective date of this Agreement. Moreover, Assignor hereby
represents to Lessor, as a condition to the effectiveness of the release
provided in Section 5 of this Agreement, that Makers have no rights or claims of
any nature or kind against Lessor, and Assignor hereby indemnifies and holds
Lessor harmless from and against the same, including, but not limited to, all
reasonable attorneys fees and court costs incurred by Lessor in defending
against the same.

9. LETTER OF CREDIT. As a condition to the entry into this Agreement,
Assignee is simultaneously causing the delivery to Lessor of an original,
unconditional and irrevocable Letter of Credit, in form and content satisfactory
to Lessor, in its sole discretion (the "Letter of Credit"), issued by
NationsBank of Florida, N.A. (the "Bank") in the original amount of $300,000,
which shall serve as security for the performance of Assignee's obligations
under the Lease. In the event of any default by Assignee under the Lease beyond
any applicable grace or cure period, Lessor, without further notice to or demand
upon

- 2 -
<PAGE> 42

Assignee, shall have the right to draw upon all or any portion of the funds
evidenced by the Letter of Credit in amounts representing all or any portion of
amounts then owing to Lessor under the Lease. In the event that (i) Lessor
receives written notice from the Bank that the Letter of Credit shall not be
renewed in the full amount thereof, (ii) there is for any other reason less than
30 days remaining prior to the then expiration date of the Letter of Credit or
(iii) Lessor, in its reasonable judgment, determines that the financial ability
of the Bank to fund under the Letter of Credit is in question, then, and in any
of such events, Lessor shall have the right to draw down the full amount of the
Letter of Credit and hold the proceeds thereof as a cash security deposit by
Assignee under the Lease, with the same rights to draw down upon the same as
were previously enjoyed with respect to the Letter of Credit itself. The Letter
of Credit, or such cash security deposit, or such portions of either as may then
be remaining, shall be returned to Assignee only upon the expiration or earlier
termination of the Lease, but then only after all amounts which are owing or
which could become owing to Lessor under the Lease have been fully paid
therefrom to Lessor. Wherever the term "Letter of Credit" is used above, it
shall be deemed to refer to the original Letter of Credit delivered
simultaneously with the execution of this Agreement and each substitute thereof
(whether substitution occurs on account of renewals, reductions after draws have
been made or otherwise).

10. Miscellaneous. This Agreement represents the entire agreement
between the parties and may only be changed by another instrument, in writing,
executed by the party intended to be bound. This Agreement shall be governed and
interpreted by and in accordance with the laws of the State of Florida. In the
event of any litigation arising out of any of the terms or provisions of this
Agreement, the prevailing party shall be entitled to recover all costs and
reasonable attorneys' fees incurred, including those incurred on any appeal.

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

Witnesses: LESSOR:

BOINIS ASSOCIATES, LTD., a
Florida limited partnership

/s/ Maria J. Indesco By: /s/ Peter Paul Boinis
- ----------------------------- -------------------------------
Name: Peter Paul Boinis
----------------------------
its general partner
- -----------------------------

- 3 -
<PAGE> 43

ASSIGNOR:

CTI OF WEST BROWARD, INC., a
Florida corporation

/s/ Morris M. Fox By: /s/ U. Klamm
- --------------------------- ------------------------------

/s/ G. David Schiering Name: U. Klamm
- --------------------------- ----------------------------

Title: President
---------------------------

ASSIGNEE:

CORAL SPRINGS RADIATION
THERAPY REGIONAL CENTER, INC.,
a Florida corporation

/s/ Morris M. Fox By: /s/ P. Blitzer
- --------------------------- ------------------------------

/s/ G. David Schiering Name: P. Blitzer
- --------------------------- ----------------------------

Title: Vice President
---------------------------

-4-

<PAGE> 1
EXHIBIT 10.2

KYLE, SHERIDAN & THORN ASSOCIATES
LEASE AGREEMENT WITH RADIATION THERAPY ASSOCIATES
-------------------------------------------------

This Lease is made effective July 1, 1987, by and between KYLE,
SHERIDAN & THORN ASSOCIATES, a Florida general partnership, hereinafter called
"Lessor", and KATIN, DOSORETZ RADIATION THERAPY ASSOCIATES, P.A., a Florida
professional association, hereinafter called "Lessee".

W I T N E S S E T H:
- - - - - - - - - -

1. PREMISES. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, certain office space and professional medical facilities within the
building located at 3680 Broadway, Ft. Myers, Lee County, Florida consisting the
portion of the building described in Exhibit "A" which is attached hereto and
made a part hereof. The space, or allocation of shared general space, leased by
Lessee is herein referred to as the "Leased Premises".

2. TERM. To have and to hold the Leased Premises for a term of years,
beginning on the 1st day of July, 1987 (the "Effective Date") and ending on the
31st day of August, 1992, unless the term be sooner terminated as hereinafter
provided.

3. BASE RENT. Lessee shall pay as base rent for the Leased Premises the
sum of $250,001.52 per annum, payable in equal monthly installments of
$20,833.46 each, in advance, plus applicable sales tax, on the first day of each
month during the term hereof, commencing July 1, 1987, but subject to adjustment
as provided elsewhere herein.

4. INSURANCE AND REAL ESTATE TAXES PARTICIPATION. In addition to the
base rental specified above, Lessee shall pay to Lessor, as additional rental,
65.58% of all insurance costs for the building and all real estate taxes and
assessments which may be levied, assessed, imposed or charged upon the land or
improvements thereon of which the Leased Premises are a part for any Lease Year.
The 65.58% represents the percentage of total original cost for the space
occupied by Lessee. Such percentage of the real estate taxes and insurance
premium shall be paid to Lessor by Lessee upon receipt of written notice of the
amount due. As used herein, the term "Lease Year" shall mean the 12 month period
during the term of this Lease commencing on the Effective Date, or any
anniversary thereof, and terminating at the end of the day immediately preceding
the next successive anniversary of the Effective Date.

5. COST OF LIVING PROVISO. Effective on each August 1st during the
lease term and any renewals, including August 1, 1987, the annual base rent set
forth in paragraph 3 above shall

- 1 -

<PAGE> 2

be adjusted so that the then annual base rent is such sum of money as is
equivalent in purchasing power on such anniversary to the purchasing power of
the basic rate set forth in paragraph 3 above on August 1, 1986. The adjusted
annual basic rent shall be paid in twelve (12) equal monthly installments, each
monthly installment to be paid in advance on the first day of each month during
the term of this Lease or any extension thereof. Purchasing power shall be
measured by the Consumer Price Index, All Urban Consumers, United States City
Average, All Items (1967 = 100), as prepared and published by the Bureau of
Labor Statistics of the United States Department of Labor for the month of June,
1986 and for each June preceding each August 1st during the lease term. In the
event said consumer Price Index is discontinued or not available, the parties
shall accept comparable statistics on the purchasing power of the consumer's
dollar as published by a responsible periodical of recognized authority to be
chosen by Lessor. In the event of the use of comparable statistics in place of
the Consumer Price Index as above provided, or publication of said Index figures
at other than quarterly intervals, such appropriate revisions shall be made in
the method of computation herein provided as are necessary to carry out the
intent of this provision.

6. LESSEE'S USE. Lessee covenants and agrees to use the Leased Premises
solely for the purpose of a professional medical office, medical laboratory, or
radiation therapy unit. Lessee shall not use or permit upon the Leased Premises
anything that would invalidate any policy of insurance now or hereafter carried
on the building or property containing the Leased Premises (the "Property") or
that will increase the rate of said insurance, should Lessee violate this
covenant, Lessee shall pay as additional rent any increase in premiums for
insurance which may be charged during the term of this Lease on the amount of
insurance carried by Lessor on the Property as a result of such activities
carried on or occupancy of the Property by Lessee, whether or not Lessor has
consented to the same. Lessee shall not use or permit upon the said Leased
Premises any explosive or anything that may be damaging to life and limb. Lessee
shall not in any manner deface or injure the property or any part thereof, or
overload the floors of the Leased premises, and Lessee shall not permit any
objectionable noise or odors to escape or be emitted from the Leased premises or
do anything or permit anything to be done in any way tending to disturb any
other lessee or occupant of the Property or the occupants of neighboring
buildings. Lessee shall conform to and obey all laws, ordinances, rules,
regulations, requirements and orders of all governmental bodies or authorities
respecting its use of the Leased Premises.

7. BUILDING SERVICES. Lessee shall pay 65.58% of the charges for the
following services and expenses of the Property, unless separately and directly
billed by the service provider to Lessee:

- 2 -

<PAGE> 3

(a) Heating and air conditioning, gas, oil, and electricity used in
or on the Property.

(b) Janitorial services provided weekly, including such window and
floor washing and wall cleaning as may be reasonably required, and including
supplying and installing of paper towels, toilet tissue soap.

(c) All normal repairs, maintenance and upkeep of the Property,
including repairs of any special treatment of walls, partitions, floors or
ceilings.

Lessee shall pay 50% of the charges for water used in or about the
Property and 50% of the charges for lawn maintenance for the Property, and
Lessee shall pay 50% of the charges for reasonable maintenance of the grounds,
walks, driveways and parking lot which are a part of the Property, including the
removal of trash and rubbish and maintaining the parking lot and walks.

8. REPAIRS AND EXTRAORDINARY MAINTENANCE. Lessee shall pay the entire
cost to promptly make reasonably necessary and desirable structural and other
repairs to the Leased Premises (Lessee's portion) as advised from time to time
by notice from Lessor. Lessee shall pay all the costs of repairs or maintenance
to any fixtures or other improvements installed or made by or at the request of
Lessee. Replacement of the entire roof or similar extraordinary repair or
reconstruction of the Property shall be paid for by Lessee on the 65.58% basis.

9. PARKING. Lessor agrees to provide Lessee, together with other
tenants of the Property, parking privileges in the parking area adjacent to the
Leased Premises together with adequate ingress and egress thereto for use of
Lessee, its agents, employees, patients, customers and invitees.

10. NONLIABILITY. Lessor shall not be liable to Lessee, its officers,
agents or employees, for any theft, damage or injury occasioned by failure to
keep the Leased Premises heated or cooled, nor for any injury or damage arising
from the supplying or non-delivery of any utilities or services supplied to the
premises, or from acts of negligence or willfulness of co-tenants or other
occupants of the property, or their invitees or patients.

Without limiting any of the above, Lessee covenants and agrees that all
personal property of every kind and description that may at any time be at or in
the Leased premises shall be kept at or in the Leased Premises at the sole risk
of Lessee, or at the risk of those claiming under Lessee, and that Lessor shall
not be liable for any damage to said property or for any loss suffered by the
business or occupation of Lessee arising from the bursting, overflowing, or
leaking of water, sewer or steam pipes,

- 3 -

<PAGE> 4

or from the heating, air-conditioning or plumbing-fixtures, or from electricity,
or from gas or odors, or from other accident, fire or other casualty or theft,
or caused in any manner whatsoever.

11. CASUALTY LOSS. In the event of partial destruction of the Leased
premises by reason of fire, windstorm or other casualty, or by any cause not
within the reasonable control of Lessor, Lessee shall forthwith repair the
portion of the property leased by it at Lessee's expense but such partial
destruction shall not annul or void this Lease. Lessee shall provide sufficient
insurance protection to replace and repair its portion or the property. Any
excess insurance proceeds over the amount necessary to repair or restore the
Property shall be retained by Lessee.

12. ALTERATIONS. Lessee shall not make any alterations, decorations, or
improvements in or to the Leased premises or in or to the property or erect
signs upon the exterior or interior of the property without the prior written
consent of Lessor. All additions to or alterations of the Leased premises,
except movable furniture and trade fixtures, shall at once become a part of the
realty and belong to Lessor. Upon the termination or expiration of this Lease,
Lessee may, or upon demand of Lessor, Lessee shall remove all trade fixtures
and/or other personalty in the Leased premises and Lessee, at Lessee's cost
shall repair all damage caused by such removal. If removed equipment includes
lighting fixtures, Lessee shall restore and leave in operating order and with
operating bulbs or tubes the equivalent of the lighting equipment in the Leased
premises at the beginning of the term.

13. ABANDONMENT. Lessee shall not vacate or abandon the Leased premises
at any time during the term hereof. If Lessee shall abandon, vacate or surrender
the Leased premises or be dispossessed by process of law, or otherwise, any
personal property belonging to Lessee and left on or in the Leased premises
shall, at the option of Lessor, be deemed to be abandoned. Lessee shall quit and
surrender the Leased premises at the expiration or earlier termination of the
term in as good condition as existed on the date hereof, or in such better
condition as may exist at any period during the term hereof, ordinary wear and
tear and damage by fire and the elements excepted.

14. RE-ENTRY. Lessee shall permit Lessor and its agents to enter the
Leased Premises at all reasonable times for the purpose of inspecting,
maintaining and repairing the Leased premises or the property, without any
rebate of rent to Lessee for any loss of use or quiet enjoyment thereby
occasioned.

15. LIABILITY. Lessee shall hold Lessor harmless, and Lessor shall not
be held responsible for and is hereby expressly

- 4 -

<PAGE> 5

relieved, from any and all liability by reason of any injury, loss or damage to
any person or property in or about the Leased Premises, or such other places as
Lessee conducts its business or profession, however caused. Lessee shall carry
public liability and property damage insurance for this purpose in minimum
amounts of $500,000 for injury to one person and $500,000 for damage to
property. Lessee shall also provide and maintain a commercial excess liability
insurance policy of $2,000,000. Such insurance shall also include contractual
liability coverage. Lessee shall furnish to Lessor Certificates evidencing that
such insurance is in effect continuously during the term of this Lease and such
policies shall provide they may not be cancelled on less than thirty (30) days
notice to Lessor. Should Lessee fail to carry such insurance and promptly to
furnish Lessor with a copy of any such policy after notification from Lessor to
do so, Lessor shall have the right to obtain such insurance and collect the cost
thereof from Lessee as additional rent.

16. CONDEMNATION. If the whole or a part of the Leased Premises shall
be taken under the power of eminent domain, or shall be conveyed to a
governmental agency to avoid such taking, and such taking shall cause the
remaining part of the Leased Premises, if any, to be unsuitable and inadequate
for use by Lessee for the purposes for which the Leased premises were leased,
Lessee shall have the option to terminate this Lease on the date Lessee is
required to yield possession thereof. If a part of the Leased premises shall be
taken but the remaining portion of the Leased Premises is adequate for Lessee's
use, then this Lease shall terminate as to the part taken or conveyed on the
date Lessee shall yield possession and Lessor shall make such repairs and
alterations as may be necessary to make the part not taken usable, and the
rental payment hereunder shall be reduced in proportion to the part of the
Leased premises taken. All compensation awarded for such taking of the property
and Lessee's leasehold interest therein shall belong to and be the property of
Lessor without any deduction therefrom for any present or future estate of
Lessee and Lessee hereby assigns to Lessor all its rights, title and interest to
any such award. However, Lessee shall have the right to recover from the
condemning authority, but not from Lessor, such compensation, as may be awarded
to Lessee for moving and relocation expenses, and for depreciation to and
removal of Lessee's goods and trade fixtures.

17. LIENS. If, because of any act or omission of Lessee or anyone
claiming by, through, or under Lessees, any mechanic's or other lien shall be
filed against the Leased premises or the property or against Lessor (whether or
not such lien or order is valid or enforceable as such), Lessee shall, at its
own cost and expense, cause the same to be cancelled and discharged of record
within thirty (30) days after the date of filing thereof and shall also
indemnify and save harmless Lessor from and against any and all costs, expenses,
claims, losses or

- 5 -

<PAGE> 6

damages, including reasonable counsel fees, resulting therefrom or by reason
thereof.

18. DEFAULT. In the event of the failure of Lessee to pay rent promptly
or the failure of Lessee to comply with any of the other terms, covenants or
conditions of this Lease within thirty (30) days after written notice from
Lessor, or if Lessee shall abandon the Leased premises before the end of said
term, or if Lessee shall be adjudicated a bankrupt or insolvent according to
law, or if a creditor shall obtain an assignment of or attachment of or levy on
Lessee's interest herein, then and in any of said cases, Lessor may, in addition
to the exercise of any and all other rights and remedies available at law or in
equity, terminate without notice to Lessee and lawfully enter into the Leased
premises and repossess the same as of the former estate of Lessor, expel Lessee
and those claiming under and through Lessee, remove Lessee's effects, without
being guilty of any manner of trespass and without prejudice to any remedies
which might otherwise be used for arrears of rent or breach of covenants and
Lessee covenants that in case of such termination. Lessee will indemnify Lessor
against all loss of rent or other charges which Lessor may suffer during the
remainder of the then current term of this Lease.

19. ASSIGNMENT, SUBLETTING & SUBORDINATION. The Lessee shall not assign
this Lease or any interest hereunder, and shall not permit any assignment by
law, nor sublet the Leased premises or any part thereof, and shall not permit
the use of the Leased Premises by any party other than Lessee, its agents and
servants without first obtaining the written consent of Lessor. If assignment or
subletting is permitted by Lessor, Lessee shall remain liable for the payment of
all rent and the performance of all covenants of this Lease. However, Lessor
agrees that, if it approves the assignment of this Lease, Lessor will advise the
assignor (Lessee) within sixty (60) days after assignment whether Lessor will
forever release and discharge assignor from all future liability on said Lease.
Although Lessor shall retain the absolute right to reject or accept a proposed
new Lessee, sublessee or Assignee, any new Lessee, sublessee or Assignee shall
also meet the approval of a majority of all tenants of the property and each
Lessee agrees to abide by said approval procedure.

20. LESSEE'S COMPLIANCE WITH LAWS AND RULES. Lessee shall promptly
execute and comply with all statutes, ordinances, rules, orders, regulations and
requirements of the federal, state and city government and of any and all their
Departments and Bureaus applicable to the Leased Premises, for the correction,
prevention, and abatement of nuisances or other grievances, in, upon, or
connected with said premises during the lease term; and shall also promptly
comply with and execute all rules, orders and regulations of the Southeastern
Underwriters Association for the prevention of fires, at its own cost and
expense.

- 6 -

<PAGE> 7

21. BINDING EFFECT. Subject to paragraph 17 above, this Lease shall be
binding upon the heirs, administrators, executors or successors, corporate or
otherwise, of both Lessor and Lessee and shall inure to their benefit.

22. SHORT FORM. Should either Lessor or Lessee desire to record this
Lease, it is agreed they shall execute and deliver a Memorandum of Lease for the
purpose of recording and both parties agree that only such memorandum of Lease
shall be recorded.

23. GENERAL. This Lease and the Exhibits attached hereto set forth all
the covenants, promises, agreements conditions and understanding between Lessor
and Lessee concerning the Leased Premises. Wherever the singular number is used
herein, the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders. One or more waivers of any covenant or
condition by Lessor shall not be construed as a waiver of a subsequent breach of
the same covenant or condition, and the consent or approval by Lessor to or of
any act by Lessee requiring Lessor's consent or approval shall not be deemed to
waive or render unnecessary Lessor's consent or approval by Lessor to or of any
similar act by Lessee. In the event any provisions of this Lease are rendered
invalid by the action of any governmental agency, such provision of this Lease
shall be deemed never to have been included herein and the balance of this Lease
shall continue in effect in accordance with its terms. The topical headings of
the several paragraphs are for the convenience only and do not define, limit or
construe the contents of such paragraphs or clauses. The remedies to which
Lessor may resort under this Lease are cumulative and are not intended to be
exclusive of one another or of any other remedy to which Lessor may be entitled
by law or in equity.

23.A. This lease cancels and supersedes any and all prior or existing
leases between Lessor and Lessee.

IN WITNESS WHEREOF the parties hereto have executed this Lease in
duplicate originals the day and year first above written.

Signed and acknowledged
the presence of: LESSOR:

/s/ Morris M. Fox KYLE, SHERIDAN & THORN ASSOCIATES
- -------------------------------------
as to all

/s/ Roberta Hernley By: /s/ Michael A. Kyle, M.D.
- ------------------------------------- ------------------------------------
as to all Michael A. Kyle, M.D., Partner

- 7 -

<PAGE> 8

/s/ William A. Kyle, M.D.
By:
------------------------------------
William A. Kyle, M.D., Partner

/s/ Howard M. Sheridan, M.D.
By:
------------------------------------
Howard M. Sheridan, M.D.
Partner

/s/ John E. Thorn, M.D.
By:
------------------------------------
John E. Thorn, M.D., Partner

/s/ Daniel E. Dosoretz, M.D.
By:
------------------------------------
Daniel E. Dosoretz, M.D.

/s/ Michael J. Katin, M.D.
By:
------------------------------------
Michael J. Katin, M.D.,
Partner

/s/ Rodger W. Shaver, M.D.
By:
------------------------------------
Rodger W. Shaver, M.D.,
Partner

/s/ Michael J. Katin, M.D.
By:
------------------------------------
Michael J. Katin, M.D.,
President

/s/ Daniel E. Dosoretz, M.D.
By:
------------------------------------
Daniel E. Dosoretz, M.D.,
Secretary

- 9 -

<PAGE> 9
EXTENSION OF LEASE DATED JULY 1, 1987
LESSOR: 3680 BROADWAY BUILDING ASSOCIATES
LESSEE: 21ST CENTURY ONCOLOGY, INC., formerly known as
KATIN, DOSORETZ RADIATION THERAPY ASSOCIATES, P.A.

Lessor and Lessee agree as follows:

1. That there is an existing Lease between 3630 Broadway Building
Associates, as Lessor and Katin, Dosoretz Radiation Therapy
Associates, P.A., as Lessee and an Extension of that Lease
which expires on the 31st day of
August, 1997.

2. The Lessor and Lessee agree that the lease will be extended
from August 31, 1997 through and including August 31, 2002.

3. The parties agree that Lessee has changed its name from Katin,
Dosoretz Radiation Therapy Associates, P.A. to 21st Century
Oncology, Inc., who will hereafter be called the Lessee and
will be the Lessee under the Extension of
Lease.

4. Effective September 1, 1997, the rent will be $30,454.05 per
month plus Florida sales tax. Any increase in the rent will be
in accordance with the original lease, which is incorporated
herein and made a part of this Extension of Lease.

5. Except for the above changes in the lease, the lease is in
full force and effect and the terms and conditions of the
lease will be effective and binding on the parties hereto, as
well as the extension period of the lease.

IN WITNESS WHEREOF, the parties hereto have executed this Extension of
Lease, this 31st day of August, 1997, in Fort Myers, Florida.

Witnesses: 3680 BROADWAY BUILDING ASSOCIATES

/s/ /s/ Daniel E. Dosoretz, M.D.
by:
- ------------------------------------- ----------------------------------
/s/ Daniel E. Dosoretz, M.D.
General Partner of Partnership
- -------------------------------------

21st CENTURY ONCOLOGY, INC.
/s/ /s/ Daniel E. Dosoretz, M.D.
by:
- ------------------------------------- ----------------------------------
/s/ Daniel E. Dosoretz, M.D.
President
- -------------------------------------

<PAGE> 1

EXHIBIT 10.3

COMMERCIAL AND OFFICE REAL ESTATE LEASE

(Multi Tenant Facility)

ARTICLE ONE: BASIC TERMS

This Article One contains the Basic Terms of this Lease between the Landlord and
Tenant named below. Other Articles, Sections and Paragraphs of the Lease
referred to in this Article One explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

Section 1.01. Date of Lease: August 30, 1994.

Section 1.02. Landlord: Buffalo Westcliff Limited Partnership; Buffalo
Construction, its General Partner.

Address of Landlord: 3111 South Maryland Parkway, Las Vegas, Nevada
89109.

Section 1.03. Tenant: Richard Carl Small, M.D., Professional
Corporation, a Nevada Corporation.

Address of Tenant: 1176 Vegas Valley Drive, Las Vegas, Nv. 89109.

Section 1.04. Property: The demised premises (the "Property") is
commonly referred to as a portion of Building 6, Westcliff House, 311 North
Buffalo Suite B, Las Vegas, Nevada, (the "Building"), as further described on
Exhibit A attached hereto and incorporated herein by reference. "Net Rentable
Area" of the Property for the purposes of Article 4 only shall be deemed to be
Two Thousand Ninety Two (2092) square feet.

Section 1.05. Lease Term: One Hundred and Twenty (120) months beginning
on SEE RIDER or such other date specified in this Lease, and ending on SEE RIDER
Notice of Lease Term Dates attached hereto as Exhibit B. Tenant shall have two
(2) consecutive Sixty (60) month renewal option terms.

Section 1.06. Rent and Other Charges Payable by Tenant:

(a) BASE RENT: Three Thousand Four Hundred and Fifty One Dollars
($3,451.00) per month for the first Twelve (12) months, as provided in Section
3.01, and shall be increased every twelve (12) months after the Commencement
Date by $0.05 per square foot per month on the anniversary of each remaining
lease year and renewal lease year, if any. The Base rent for all option periods
shall be

- 1 -
<PAGE> 2

the rental rate in effect during the previous twelve (12) months immediately
preceding the renewal term. The base rental rate for the first lease year is
calculated as follows:

First Floor Office Space 2092 sq. ft. x $1.65 = $3451.00

(b) OTHER PERIODIC PAYMENTS: Tenant shall be responsible for payment of
certain charges directly such as personal property taxes (See Section 4.02),
utilities (See Section 4.03), and certain insurance (See Section 4.04). In
addition, Tenant shall be responsible for payment of any increase over the base
amount of Tenant's Proportionate Share of Building/Common Area Costs (See
Section 4.05) set forth below. The base amount for Tenant's Proportionate Share
of Building/Common Area Costs for the Property is Six Thousand Two Hundred and
Seventy Six Dollars ($6276.00) ($3.00 x 2092 sq. ft.) per year.

Section 1.07. Tenant's Proportionate Share: (See Section 4.05) Tenant's
proportionate share is thirty-five percent (35%) with respect to the Building
and two percent (2%) with respect to the Project (as defined herein).

Section 1.08. Initial Security, Deposit: (See Paragraph 13.02(c)) Equal
to the first three months rent of Ten Thousand Three Hundred and Fifty Five
Dollars ($10,355.00). Tenant shall deliver the Security Deposit upon execution
of this Lease Agreement. Beginning on the sixty first (61st) month anniversary
of the Commencement Date of this Lease Agreement, provided Tenant is not in
default or breach of the Lease Agreement, Conditional Guaranty of Lease, or
Promissory Note, Landlord shall begin refunding the initial security deposit
described herein, in rental credit, to Tenant. Said refund of security deposit
to be completed over a three (3) month period with Tenant responsible for any
corresponding rental amount due for those three (3) months.

Section 1.09. Tenant's Guarantor: Richard D. Small, M.D.

Section 1.10. Permitted Uses: Medical, health office space, oncology
and related services.

Section 1.11. Vehicle Parking Spaces Allocated to Tenant: Landlord
shall grant Tenant the exclusive use of five (5) during the term of the Lease
and any renewal term at a cost of Twenty Five dollars ($25.00) per month. (See
section 4.05)

Section 1.12. Brokers: (See Article Fourteen) Other than The Gilmore
Company (Broker), Landlord and Tenant each hereby warrants and represents that
it has not employed a broker in connection with this Lease and each hereby
agrees to hold the other harmless from and any and all claims of any other on
account or brokerage commission in connection with the execution of this

- 2 -
<PAGE> 3

Lease. Tenant hereby acknowledges that Stephen R. Gilmore is a shareholder in
Broker and also a Partner in Landlord.

Section 1.13. Riders: The following Riders are attached to and made a
part of this lease: Modification of Basic Terms Lease Rider 2.01, Rider 3.02,
Rider 9.01, Construction of Improvements by Landlord Lease Rider, and Guaranty
of Lease.

ARTICLE TWO: LEASE TERM

Section 2.01. Lease of Property For Lease Term. Landlord specified in
Section 1.05 above, unless the beginning or end of the leases the Property to
Tenant and Tenant leases the Property from Landlord for the Lease Term. The
Lease Term is for the period stated in Section 1.05 above and shall begin and
end on the dates specified in Section 1.05 above, unless the beginning or end of
the Lease Term is changed under any provision of this Lease. The "Commencement
Date" shall be the date specified in Section 1.05 above for the beginning of the
Lease Term, unless advanced or delayed under any provision of this Lease. At
such time as the Commencement Date shall have been established, Landlord and
Tenant shall execute Exhibit B attached hereto and incorporated herein by
reference as a confirmation of said date.

Section 2.02. Delay in Commencement. Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to Tenant on the
first date specified in Section 1.05 above. Landlord's non-delivery of the
Property to Tenant on that date shall not affect this Lease or the obligations
of Tenant under this Lease. However, the Commencement Date shall be delayed
until possession of the Property is delivered to Tenant. The Lease Term shall be
extended for a period equal to the delay in delivery of possession of the
Property to Tenant, plus the number of days necessary to end the Lease Term on
the last day of a month. If delivery of possession of the Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery, execute Exhibit B as
confirmation of the Commencement Date.

Section 2.03. Early Occupancy. If Tenant occupies the Property prior to
the Commencement Date with Landlord's permission, Tenant's occupancy of the
Property shall be subject to all of the provisions of this Lease, including,
without limitation, all insurance requirements. Early occupancy of the Property
shall not advance the expiration date of this Lease. Tenant shall pay Base Rent
and all other charges specified in this Lease for the early occupancy period.

Section 2.04. Holding Over. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnify Landlord against all damages incurred by Landlord from any
delay by Tenant in vacating

- 3 -
<PAGE> 4

the Property; including, without limitation, any claim made by any succeeding
tenant based on or resulting from such failure to surrender. If Tenant does not
vacate the Property upon the expiration or earlier termination of the Lease and
Landlord thereafter accepts rent from Tenant, Tenant's occupancy of the Property
shall be a "month-to-month" tenancy, subject to all of the terms of this Lease
applicable to a month-to-month tenancy, except that the Base Rent then in effect
shall be increased by fifteen percent (15%).

Section 2.05. Renewal Option. Provided Tenant is not in default under
the terms of this Lease, Tenant shall have the option to extend this Lease for
two (2) renewal terms of five (5) years by giving Landlord at least six (6)
months prior notice of its intention to extend the Lease at the end of the
original term. All terms and conditions of this Lease shall remain unchanged
except that Tenant shall not receive any tenant improvement allowance.

ARTICLE THREE: BASE RENT

Section 3.01. Time and Manner of Payment. Upon execution of this Lease,
Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph
1.06(a) above together with an estimate of Additional Rent (as hereinafter
defined) for the first full month of the Lease Term. The Base Rent shall be
appropriately pro rated for any fractional month on the basis of a thirty (30)
day month. On the first day of the second month of the Lease Term and each month
thereafter, Tenant shall pay Landlord the Base Rent, in advance, without offset,
deduction or prior demand. The Base Rent shall be payable at Landlord's address
or at such other place as Landlord may designate in writing.

Section 3.02. Cost of Living Increases. The Base Rent shall be
increased at the times specified in Paragraph 1.06(a) above. Landlord shall
notify Tenant of each increase by delivering a written statement setting forth
the new amount of the Base Rent. Tenant shall pay the new Base Rent from its
effective date until the next periodic increase.

Section 3.03. Termination; Advance Payments. Upon termination of this
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation)
or any other termination not resulting from Tenant's default, and after Tenant
has vacated the Property in the manner required by this Lease, an equitable
adjustment shall be made concerning advance rent, any other advance payments
made by Tenant to Landlord, and accrued real property taxes, and Landlord shall
refund the unused portion of the Security Deposit to Tenant or Tenant's
successor.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

- 4 -
<PAGE> 5

Section 4.01. Additional Rent and Definitions.

(a) AddItional Rent. All charges payable by Tenant other than Base Rent
are called "Additional Rent." Unless this Lease provides otherwise, all
Additional Rent shall be paid with the next monthly installment of Base Rent.
The term "rent" shall mean Base Rent and Additional Rent.

(b) Definitions. The Property is part of a multi-tenant commercial and
office real property development of Landlord (the "Project"). The Project
includes the land, the buildings and all other improvements located thereon, and
the Common Areas (as hereinafter defined). As used in this Lease, "Building"
shall mean Building 6 as described in Exhibit A hereto. As used in this Lease,
"Common Areas" shall mean all areas within the Building and the Project which
are available for the common use of tenants of the Project and which are not
leased or held for the exclusive use of Tenant or other tenants, including, but
not limited to, parking areas, driveways, sidewalks, loading areas, access
roads, corridors, landscaping and planted areas. Landlord may from time to time
change the size, location, nature and use of any of the Common Areas, including
converting Common Areas into leasable areas, constructing additional parking
facilities (including parking structures) in the Common Areas, and increasing or
decreasing Common Area land and/or facilities. Tenant acknowledges that such
activities may result in occasional inconvenience to Tenant from time to time.
Such activities and changes shall be expressly permitted if they do not
materially affect Tenant's use of the Property.

Section 4.02. Taxes.

(a) Payment. Tenant shall be liable for and shall pay at least ten (10)
days before delinquency (and, upon demand by Landlord, Tenant shall furnish
Landlord with satisfactory evidence of the payment thereof) all taxes and
assessments of whatsoever kind or nature, and penalties and interest thereon, if
any, levied against Tenant's personal property and any other personal property
of whatsoever kind and to whomsoever belonging situated or installed in or upon
the Property, whether or not affixed to the realty. Any leasehold improvements
in excess of those provided at Landlord's expense pursuant to this Lease shall
be deemed Tenant's personal property for the purposes of this Section 4.02. If
at any time during the term of this Lease any such taxes on Tenant's property
are assessed as part of the tax on the real property of which the Property is a
part, then in such event Tenant shall pay to Landlord the amount of such
additional taxes as may be levied against the real property by reason thereof.
Tenant shall use its best efforts to have Tenant's property assessed separately
from said real property. In the event that Tenant's linear accelerator causes a
greater real estate tax assessment for the Building than the assessment of real
estate taxes on a similar building in the

- 5 -
<PAGE> 6

complex without such a linear accelerator, Tenant shall be responsible for said
additional real estate property taxes.

(b) Impositions. For the purposes of this Section 4.02 and Section
4.05, "Impositions" means:

(i) Any real estate taxes, assessments or other
charges assessed against the Building and related structures and
parking facilities and the land on which they are located.

(ii) All personal property taxes on personal property
used in connection with the Building and related structures other than
taxes payable by Tenant under Paragraph 4.02(a) hereof and taxes of the
same kind as those described in said Paragraph payable by other tenants
in the Building pursuant to corresponding provisions of their leases.

(iii) Any and all environmental levies or charges now
in force affecting the Building or any portion thereof, or which may
hereafter become effective, including, but not limited to, parking
taxes, levies, or charges, employer parking regulations, and any other
parking or vehicular regulations, levies, or charges imposed by any
municipal, state or federal agency or authority.

(iv) Any other taxes levied or assessed in addition
to or in lieu of such real or personal property taxes.

(c) Exclusion. Notwithstanding anything to the contrary contained in
this Section 4.02, Tenant shall not be liable for any of the following taxes and
assessments:

(i) Personal property, fixture or equipment taxes
assessed against the property used by Landlord in operating, managing
or leasing the Project;

(ii) Inheritance tax, estate taxes, gift taxes,
income taxes, transfer taxes and excess profit taxes.

(d) Substituted Taxes. If at any time during the term of this Lease,
under the laws of the United States, Nevada or any political subdivision
thereof, a tax or excise on rents or other tax (except income tax), however
described, is levied or assessed by the United States, Nevada or said political
subdivision against Landlord on account of any rent reserved or space leased
under this Lease, all such tax or excise on rents or other taxes shall be paid
by Tenant. Whenever Landlord shall receive any statement or bill for any such
tax or shall otherwise be required to make any payment on account thereof,
Tenant shall pay the amount due hereunder within ten (10) days after demand
therefor accompanied by delivery to Tenant of a copy of such tax statement, if
any.

- 6 -
<PAGE> 7

(e) Right to Contest. Tenant shall have the right to contest any taxes
the payment of which, in whole or in part, is the obligation of Tenant
hereunder. Said right to contest shall not excuse Tenant of its obligation to
pay such taxes as herein provided. However, in the event that the effect of such
contest is to extend or postpone the date on which such taxes are delinquent,
Tenant may, instead of payment, deposit with Landlord the amount of such claimed
tax payable by Tenant, together with interest and penalties thereon, pending
resolution of such contest, and within a reasonable time, deliver to Landlord
either (a) evidence satisfactory to Landlord that such claim of taxability has
been withdrawn or defeated, in which event such deposit shall be returned to
Tenant to the extent it exceeds any monies then payable by Tenant or (b) an
instruction that such claim of taxability has not been defeated and that such
deposit be applied towards payment of Tenant's obligations therefor. Such
deposit shall not relieve Tenant of the obligation to make any additional
payments for which Tenant would otherwise be responsible hereunder. Tenant shall
indemnify, save and hold Landlord, the Building, the Project and the Property
free, clear and harmless from any and all liability, loss, costs, charges,
penalties, obligations, liens, expenses, reasonable attorneys' fees, litigation,
judgments, damages, claims and demands of any kind whatsoever in connection
with, arising out of, or by reason of any contest of taxes pursuant to this
Paragraph 4.02(e).

(f) Pro Rata Share. All taxes and assessments of whatever kind or
nature and penalties and interest thereon, if any, levied against Tenant, other
than Tenant's personal property as set forth in Paragraph 4.02(a) herein, shall
be determined based upon Tenant's pro rata portion of said tax and/or assessment
equal to Tenant's Proportionate Share of the Building and the Project, as
applicable.

Section 4.03. Utilities. Tenant shall pay, directly to the appropriate
supplier, the cost of all natural gas, heat, light, power, sewer service,
telephone, water, any medical refuse disposal, janitorial service, HVAC filter
maintenance, and other utilities and services supplied to the Property. However,
if any services or utilities are jointly metered with other property, Landlord
shall make a reasonable determination of Tenant's proportionate share of the
cost of such utilities and services and Tenant shall pay such share to Landlord
within fifteen (15) days after receipt of Landlord's written statement.

Section 4.04. Insurance Premiums.

(a) Liability Insurance. During the Lease Term, Tenant shall maintain a
policy of comprehensive public liability insurance, at Tenant's expense,
insuring Landlord against liability arising out of the ownership, use, occupancy
or maintenance of the Property. The initial amount of such insurance shall be at
least Two Million

- 7 -
<PAGE> 8

Dollars ($2,000,000.00), and shall be subject to periodic increase based upon
inflation, increased liability awards, recommendation of professional insurance
advisers, and other relevant factors. However, the amount of such insurance
shall not limit Tenant's liability nor relieve Tenant of any obligation
hereunder. The policy shall contain cross-liability endorsements, if applicable,
and shall insure Tenant's performance of the indemnity provisions of parts (a),
(b) and (e) of Section 5.04. Tenant shall, at Tenant's expense, maintain such
other liability insurance as Tenant deems necessary to protect Tenant,
including, without limitation, workers compensation insurance in the manner
required by law.

(b) Hazard and Rental Income Insurance. During the Lease Term, Landlord
shall maintain policies of insurance at Tenant's expense, covering loss of or
damage to the Property in the full amount of its replacement value. Such
policies shall provide protection against all perils included within the
classification of fire, extended coverage, vandalism; malicious mischief,
special extended perils (all risk), sprinkler leakage, earthquake sprinkler
leakage, and inflation guard endorsement, and any other perils (except flood and
earthquake, unless required by any lender holding a security interest in the
Property) which Landlord deems necessary. Landlord may but is not obligated to,
obtain insurance coverage for Tenant's fixtures, equipment or building
improvements installed by Tenant in or on the Property. Tenant shall, at
Tenant's expense, maintain such primary or additional insurance on its fixtures,
equipment and building improvements as Tenant deems necessary to protect its
interest. During the Lease Term, Landlord shall also maintain a rental income
insurance policy at Tenant's expense, with loss payable to Landlord in an amount
equal to one year's Base Rent, estimated real property taxes and insurance
premiums. Tenant shall not do or permit to be done anything which invalidates
any such insurance policies.

(c) Payment of Premium; Insurance Policies. Subject to Section 4.05 of
this Lease, Tenant shall pay all premiums for the insurance policies covering
the Property described in Paragraphs 4.04 (a) and (b) within fifteen (15) days
after receipt by Tenant of a copy of the premium statement or other evidence of
the amount due. If the insurance policies maintained by Landlord cover
improvements or real property other than the Property, Landlord shall also
deliver to Tenant a statement of the amount of the premiums applicable to the
Property showing, in reasonable detail, how such amount was computed. If the
Lease Term expires before the expiration of the insurance policy period,
Tenant's liability for insurance premiums shall be pro rated on an annual basis.
All insurance shall be maintained with companies holding a "General
Policyholder's Rating" of A-VI or better, as set forth in the most current issue
of "Best's Insurance Guide." Tenant shall be liable for the payment of any
deductible amount under Landlord's insurance policies.

- 8 -
<PAGE> 9

(d) Use. Tenant shall not use or occupy, or permit the Property to be
used or occupied in a manner which will increase the rates of insurance for the
Property or the Project, which will make void or voidable any insurance then in
force with respect thereto, which would constitute a defense to any action
thereon, or which will make it impossible to obtain any insurance with respect
thereto. If by reason of the failure of Tenant to comply herewith, any insurance
rates for the Property or the Project become higher than they otherwise would
be, Tenant shall reimburse Landlord, on the first day of the calendar month next
succeeding notice by Landlord to Tenant of said increase, for that part of all
insurance premiums thereafter paid by Landlord which shall have been charged
because of such failure of Tenant. Any policy of insurance maintained by Tenant
insuring against any risk in, upon, about or in any way connected with the
Property or Tenant's use thereof shall, to the extent reasonably obtainable,
contain an express waiver of any and all rights of subrogation thereunder
whatsoever against Landlord, its officers, agents and employees.

(e) Additional Insureds. Tenant and Landlord shall be named as insureds
(and at Landlord's option, any other persons, firms or corporations designated
by Landlord shall be additionally named insureds) under each such policy of
insurance which shall provide that Landlord, although named as an insured, shall
nevertheless be entitled to recovery thereunder for any loss suffered by it, its
agents, servants and employees by reason of Tenant's negligence or the
negligence of its subtenant or assignee.

(f) Cancellation. Every policy required pursuant to this Section 4.04
shall provide that it will not be cancelled or modified except after thirty (30)
days' written notice to Landlord and any lender of Landlord requesting such
notice, and that it shall not be invalidated by any act or neglect of Landlord
or Tenant, nor by occupation of the Property for purposes more hazardous than
permitted by such policy, nor by any foreclosure or other proceedings relating
to the Property, nor by change in title to the Property or Landlord's interest
therein.

(g) Evidence of Insurance. Tenant shall deliver to Landlord and any
lender of Landlord requiring the same original policies or certificates of
insurers, satisfactory to Landlord and such lender, if any, evidencing the
existence or all insurance which is required to be maintained by Tenant
hereunder, fully paid, such delivery to be made (i) promptly after the execution
and delivery hereof and (ii) within thirty (30) days prior to the expiration of
any then current policies. Tenant shall not obtain or carry separate insurance
concurrent in form or contributing in the event of loss with that required by
this Section 4.04 unless Landlord is a named insured therein (and, at Landlord's
option, any other persons, firms or corporations designated by Landlord shall be
additionally named insureds). Tenant shall immediately notify Landlord whenever
any such separate insurance is obtained and shall deliver to

- 9 -
<PAGE> 10

Landlord and any lender of Landlord the policies or certificates evidencing the
same.

(h) Primary Insurance--Subrogation. Any insurance provided for the
benefit of Landlord by Tenant shall be primary insurance as respects any claim,
loss or liability arising directly or indirectly from Tenant's operations and
any other insurance maintained by Landlord shall be excess and non-contributory
with the insurance provided hereunder by Tenant. Landlord and Tenant each hereby
waive any and all rights of recovery against the other, or against the officers,
employees, agents or representatives of the other, for loss of or damage to its
property or the Property of others under its control, if such loss or damage is
covered by any insurance policy in force (whether or not described in this
Lease) at the time of such loss or damage. Upon obtaining the policies of
insurance described herein, Landlord and Tenant shall give notice to the
insurance carrier or carriers of the foregoing mutual waiver of subrogation.

Section 4.05. Common Areas; Use and Costs.

(a) Amount Due. Throughout the term hereof, Tenant will pay to Landlord
monthly in advance in addition to the Base Rent, as further Additional Rent, any
increase over a base amount of Six Thousand Two Hundred and Seventy Six Dollars
($6276.00) ($3.00 x 2092 sq. ft.) per year of the pro rata portion of
Building/Common Area Costs incurred by Landlord with respect to the Property
during each calendar year occurring during the term of this Lease. Landlord
shall not increase Tenant's Additional Rent as defined herein for the first two
(2) years of the Lease term. Tenant's pro rata portion with respect to the
Building shall equal the percentage which the number of net rentable square feet
of the Property bears to the total number of net rentable Square feet of the
Building and with respect to the Project shall equal the Percentage which the
number of net rentable square feet of the Property bears to the total number of
net rentable square feet of the buildings occupied or to be occupied in the
Project excluding any loft office space and loft storage space ("Tenant's
Proportionate Share").

(b) Included Costs. "Building/Common Area Costs" shall include all
costs and expenses of every kind or nature incurred by Landlord directly in the
management, operation, maintenance and repair of the Building, the Project and
related Common Areas in a manner reasonable and appropriate and for the best
interest of the entire Project and that are generally passed on to tenants in
first class projects in the Las Vegas metropolitan area under lease provisions
similar to this Section 4.05, as determined and expensed in accordance with
generally accepted accounting Principles. Without otherwise limiting the
generality of the foregoing, there shall be included in such costs and expenses,
all Impositions (as hereinbefore defined); premiums with respect to Public
liability,

- 10 -
<PAGE> 11

property damage, workmen's compensation, fire and other insurance carried on or
with respect to the Building, the Project and related Common Area structures;
payroll taxes, unemployment taxes, social security taxes, cleaning of any Common
Area facilities, landscaping, signs, lighting, music systems, janitorial
services of common areas, refuse disposal, management fees consistent with other
first class projects in the Las Vegas metropolitan area, reasonable legal and
accounting expenses, supervising of attendants and employment of other personnel
used in such operations, maintenance and repairs, fuel, energy and utilities
(not separately metered by Tenant), providing for security and fire protection
services, alarm systems and equipment, materials and supplies, painting,
stripping, removing of rubbish or debris, depreciation or rentals of machinery
and equipment, costs of replacement of paving, curbs and walkways, drainage,
repair and maintenance of parking and other common areas, roof repairs and an
administrative fee equal to fifteen percent (15%) of all of the foregoing
excluding costs of Impositions and insurance provided such administrative fee
does not exceed $1,000.00 per year.

(c) Payment. The Additional Rent Provided to be paid in this Section
4.05 shall be estimated in advance by Landlord annually and one-twelfth (1/12)
of such estimate shall be paid in advance by Tenant on the first day of each
month without further demand or any deduction or set-off whatever. When Landlord
shall ascertain the actual Building/Common Area Costs for a calendar year,
Landlord shall so notify Tenant and Tenant shall pay to Landlord on demand the
amount, if any, equal to the difference between the amount due for such year
pursuant to this Section 4.05 and the amount previously paid hereunder. Landlord
shall determine actual costs within sixty (60) days of the end of the year.
Should the estimated payments have exceeded the actual amount due, said excess
shall be held by Landlord and applied to the next monthly payment of Additional
Rent provided to be paid under this Section 4.05, and, if necessary, each
monthly payment thereafter until fully exhausted. Tenant shall not be entitled
to receive interest on any Additional Rent paid hereunder. No delay by Landlord
in submitting any statement shall constitute a waiver of Landlord's right to
submit such statement and/or receive any Additional Rent pursuant hereto. The
Additional Rent due hereunder shall be pro rated for the calendar year in which
this Lease terminates. Said amount shall be calculated and paid as herein
provided even though said calculation may not occur until after the end of the
term hereof.

(d) Excluded Costs. There shall not be included in Building/Common Area
Costs the payments (such as salaries or fees) to Landlord's executive personnel;
costs for items that, by standard accounting practice, should be capitalized,
unless these costs reduce operating expenses and are amortized over the
reasonable life of the capital item in accordance with generally accepted
accounting principles and the yearly amortization does not exceed the actual
costs reduction for the relevant year;

- 11 -
<PAGE> 12

depreciation or interest (unless it is related to allowable capital items);
taxes on Landlord's business (such as income, excess profits, franchise, capital
stock, estate, inheritance); leasing commissions; legal fees not directly
relating to the operation and maintenance of the entire project such as landlord
and tenant issues;, costs to correct original construction defects; expenses
paid directly by a tenant for any reason (such as excessive utility use); costs
for improving any tenant's space; any repair or work necessitated by
condemnation, fire, or other casualty; service or benefits or both provided to
some tenants, but not to Tenant; and any costs, fines, and the like due to
Landlord's violation of any government rule or authority.

(e) Audit. Tenant shall have the right, upon 15 days' written notice to
Landlord, to audit, at Tenant's expense, Landlord's books and records as they
relate to the Building/Common Area Costs. Should said Building/Common Area Costs
be five percent (5%) higher than said Building/Common Area Costs as determined
by the audit, Landlord shall be obligated to pay the cost of said audit and the
estimated payments of Building/Common Area Costs shall be appropriately reduced.

(f) Dispute. Should a dispute arise as to the Building/Common Area
Costs, then the matter shall be determined by arbitration in accordance with the
rules of the American Arbitration Association then prevailing.

(g) Parking. In addition to any parking facilities included as a part
of the Property, Tenant, its employees and business invitees shall have the
nonexclusive right, in common with Landlord and all others to whom Landlord has
granted or may hereafter grant rights, to use Common Areas in the Project
(including but not limited to, the parking lot, walkways and sidewalks) which
are not reserved for others, subject to such rules and regulations as Landlord
may from time to time impose, including the designation of specific areas in
which cars operated by Tenant, its employees and business invitees must be
parked. Tenant shall also be entitled to use up to five (5) covered vehicle
parking spaces in the Project allocated to Tenant on a reserved basis at a cost
of $25.00 per space, per Month. Tenant's other parking shall not be reserved and
all parking shall be limited to vehicles no larger than standard size
automobiles or pickup utility vehicles. Landlord shall assure that unreserved,
undesignated parking spaces available to the public surrounding the Building are
maintained with a parking ratio of four (4) parking spaces for every one
thousand (1000) square feet of office space. Tenant shall not cause large trucks
or other large vehicles to be parked within the Project except in designated
areas and spaces or on the adjacent public streets. Temporary parking of large
delivery vehicles in the Project may be permitted by the rules and regulations
established by Landlord. Vehicles shall be parked only in striped parking spaces
and not in driveways, loading areas or other locations not specifically

- 12 -
<PAGE> 13

designated for parking. Landlord may at any time close any Common Area to make
repairs or changes (provided the closure does not unreasonably impede access to
the Leased Property by customers and employees of Tenant), to prevent the
acquisition of public rights in such areas, or to discourage noncustomer
parking. Landlord may do such other acts in and to the Common Areas as in its
judgment may be desirable, including, but not limited to, the conversion of
portions thereof to other uses. Tenant shall upon request furnish to Landlord
the license number of cars operated by Tenant and its employees. Tenant shall
not at any time interfere with the right of Landlord, other tenants, its and
their agents, employees, servants, contractors, subtenants, licensees, customers
and business invitees to use any part of the parking lot or other Common Areas.
Landlord assumes no responsibility to police the use of said parking areas and
Landlord shall not be liable for the use thereof by Landlord, Landlord's other
tenants, its or their agents, employees, servants, contractors, subtenants,
licensees, customers and/or business invitees or by any other person or persons,
entity or entities whomsoever.

(h) Environmental Levies. Any and all environmental levies or charges
now in force affecting the Building or any portion thereof, or which may
hereafter become effective, including, but not limited to, parking taxes,
levies, or charges, employer parking regulations, and any other parking or
vehicular regulations, levies, or charges imposed by any municipal, state or
federal agency or authority.

Section 4.06. Late Charges. Tenant's failure to pay rent promptly may
cause Landlord to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the
Property. Therefore, if Landlord does not receive any rent payment within ten
(10) days after it becomes due, and five (5) business days after written notice
to Tenant, Tenant shall pay Landlord a late charge equal to ten percent (10%) of
the overdue amount. The parties agree that such late charge represents a fair
and reasonable estimate of the costs Landlord will incur by reason of such late
payment.

Section 4.07. Interest on Past Due Obligations. Any amount owed by
Tenant to Landlord which is not paid when due shall bear interest at the rate of
fifteen percent (15%) per annum from the due date of such amount. However,
interest shall not be payable on late charges to be paid by Tenant under this
Lease. The payment of interest on such amounts shall not excuse or cure any
default by Tenant under this Lease. If the interest rate specified in this Lease
is higher than the rate permitted by law, the interest rate is hereby decreased
to the maximum legal interest rate permitted by law.

- 13 -
<PAGE> 14

ARTICLE FIVE: USE OF PROPERTY

Section 5.01. Permitted Uses. Tenant may use the Property only for the
Permitted Uses set forth in Section 1.10 above.

Section 5.02. Manner of Use. Tenant shall not cause or permit the
Property to be used in any way which constitutes a violation of any law,
ordinance, or governmental regulation or order, which annoys or interferes with
the rights of tenants of the development of which the Property is part, or which
constitutes a nuisance or waste. Tenant shall obtain and pay for all permits
required for Tenant's occupancy of the Property other than those relating to
construction such as the building permit or certificate of occupancy and shall
promptly take all substantial and non- substantial actions necessary to comply
with all applicable statutes, ordinances, rules, regulations, orders and
requirements regulating the use by Tenant of the Property, including the
Occupational Safety and Health Act.

Section 5.03. Signs and Auctions. Tenant shall not place any signs on
the Property without Landlord's prior written consent. Tenant shall be
responsible for all signage costs, including but not limited to all
installation, maintenance and repair costs. Tenant shall not conduct or permit
any auctions or sheriff's sales at the Property. A final signage agreement will
be executed by Landlord and Tenant after Tenant has had the opportunity to
review the signage criteria.

Section 5.04. Indemnity. Tenant shall indemnify Landlord against and
hold Landlord harmless from any and all costs, claims or liability arising from:
(a) Tenant's use of the Property; (b) the conduct of Tenant's business or
anything else done or permitted by Tenant to be done in or about the Property;
(c) any breach or default in the performance of Tenant's obligations under this
Lease; (d) any misrepresentation or breach of warranty by Tenant under this
Lease; or (e) other acts or omissions of Tenant. Tenant shall defend Landlord
against any such cost, claim or liability at Tenant's expense with counsel
reasonably acceptable to Landlord or, at Landlord's election, Tenant shall
reimburse Landlord for any legal fees or costs incurred by Landlord in
connection with any such claim. As a material part of the consideration to
Landlord, Tenant hereby assumes all risk of damage to property or injury to
persons in or about the Property arising from any cause, and Tenant hereby
waives all claims in respect thereof against Landlord, except for any claim
arising out of Landlord's gross negligence or willful misconduct.

Section 5.05. Landlord's Access. Landlord or its agents may enter the
Property at all reasonable times provided it does not interfere with the
business of Tenant to show the Property to potential buyers, investors or
tenants or other parties, or for any

- 14 -
<PAGE> 15

other purpose Landlord deems necessary. Landlord shall give Tenant prior notice
of at least one (1) day of such entry, except in the case of an emergency.
Landlord may place customary "For Sale" or "For Lease" signs on the Property.

Section 5.06. Quiet Possession. If Tenant pays the rent and complies
with all other terms of this lease, Tenant may occupy and enjoy the Property for
the full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND
ALTERATIONS

Section 6.01. Existing Conditions. SEE CONSTRUCTION OP IMPROVEMENTS BY
LANDLORD LEASE RIDER. Tenant agrees to abide by and conform to any covenants,
conditions and restrictions or reciprocal easement agreements relating to the
Property described in a Reciprocal Parking, Access and Maintenance Agreement in
a form reasonably acceptable to Tenant which does not increase Tenant's
obligations or expenses as described in this Lease.

Section 6.02. Exemption of Landlord from Liability. Landlord shall be
required to perform its obligation to make improvements pursuant to the Rider
referred to in Section 6.01 and correct construction defects and shall be
responsible for damages and liability arising from construction defects.
However, Landlord shall not otherwise be liable for any damage or injury to the
person, business (or any loss of income therefrom), goods, wares, merchandise or
other property of Tenant, Tenant's employees, invitees, customers or any other
person in or about the Property, whether such damage or injury is caused by or
results from (a) fire, steam, electricity, water, gas or rain; (b) the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
medical equipment or facilities, plumbing, air conditioning or lighting fixtures
or any other cause; (c) conditions arising in or about the Property or upon
other portions of any building of which the Property is a part, or from other
sources or places; or (d) any act or omission of any other tenant of the
Project. Landlord shall not be liable for any such damage or injury even though
the cause of or the means of repairing such damage or injury are not accessible
to Tenant. The provisions of this Section 6.02 shall not, however, exempt
Landlord from liability for Landlord's gross negligence or willful misconduct.

Section 6.03. Tenant's Obligations.

(a) Except as provided for elsewhere herein, Tenant shall keep the
Property in good order, condition and repair during the Lease Term, subject to
reasonable wear and tear, including, but without limitation, all non-structural,
interior and exterior portions thereof; the HVAC filter maintenance and filter

- 15 -
<PAGE> 16

replacement; the exterior and interior portion of all doors, windows, plate
glass; all plumbing and sewage facilities within the Property (including
maintaining free flow up to the main sewer line); interior fixtures, sprinkler
system, walls, floors and ceilings in the Property; and any work performed by or
on behalf of Tenant hereunder. Tenant shall also maintain a preventive
maintenance contract, at Tenants expense, providing for the regular inspection
and maintenance of the heating and air conditioning system by a licensed heating
and air conditioning contractor. However, Landlord shall have the right, upon
written notice to Tenant, to undertake the responsibility for preventive
maintenance of the heating and air conditioning system, at Tenants expense so
long as such expense is reasonable and the service provided is of reasonable
quality and value. Tenant shall promptly replace any portion of the Property or
system or equipment in the Property which cannot be fully repaired, regardless
of whether the benefit of such replacement extends beyond the Lease Term. It is
the intention of Landlord and Tenant that, at all times during the Lease Term,
Tenant shall maintain the Property in an attractive, first-class and fully
operative condition. Tenant shall be solely responsible for its own janitorial
and cleaning services for the Building.

(b) All of Tenant's obligations to maintain and repair shall be
accomplished at Tenant's sole expense. If Tenant fails to maintain and repair
the Property, Landlord may, on ten (10) days' prior notice (except that no
notice shall be required in case of emergency) enter the Property and perform
such repair and maintenance on behalf of Tenant. In such case, Tenant shall
reimburse Landlord for all costs so incurred immediately upon demand.

Section 6.04 Landlord's Obligations. Landlord agrees to keep in good
order, condition and repair the foundations, structural members, exterior walls
and roof of the Property and the Building (but excluding the exterior and
interior of all windows, doors, and plate glass) and the Common Areas of the
Project, except for reasonable wear and tear and except for any damages thereto
caused by any act or negligence of Tenant or its agents, employee, servants,
contractors, subtenants, licensees, customers or business invitees. Except as
specifically provided herein, Tenant shall pay, at its sole cost and expense,
all charges for services and utilities used in, upon or about the Property.
Landlord may, from time to time, prescribe rules and regulations for
implementation of this paragraph.

(b) Limitation. Landlord shall not be obligated to perform any service
or to repair or maintain any structure or facility except as provided in this
Section 6.04 and Section 4.05 hereof. Tenant shall be responsible for its own
janitorial services for the Property. Landlord shall not be responsible for
light bulb or ballast replacement. Landlord shall not be obligated to provide

- 16 -
<PAGE> 17

any service or maintenance or to make any repairs when such service, maintenance
or repair is made necessary because of the negligence or misuse of Tenant,
Tenant's agents, employee, the servants, contractors, subtenants, licensees,
customers or business invitees. Landlord reserves the right to stop any service
when Landlord reasonably deems such stoppage necessary; whether by reason of
accident or emergency, or for repairs or improvements or otherwise. Landlord
shall not be liable for loss or injury however occurring, through or in
connection with or incident to any stoppage of such services. Landlord shall not
be obligated to inspect the Property and shall not be obligated to make any
repairs or perform any maintenance hereunder unless first notified of the need
thereof in writing by Tenant. In the event that Landlord shall fail to commence
such repairs or maintenance within twenty (20) days after said notice if
business has not been interrupted, Tenant shall, after further notice to
Landlord, make such repairs or perform such maintenance at Landlord's expense;
provided, however, that the amount of such costs not exceed the reasonable value
of such repairs or maintenance. Landlord shall not be liable for any loss or
damage to persons or property sustained by Tenant or other persons, which may be
caused by the Building or the Property, or any appurtenances thereto, being out
of repair or by bursting or leakage of any water, gas, sewer or steam pipe,
whether or not it is the obligation of Landlord to repair the same, by theft, by
fire, oil or electricity, by any act or neglect of any tenant or occupant of the
Building, or of any other person, or by any other cause of whatsoever nature,
unless caused by the negligence of Landlord.

Section 6.05. Alterations, Additions, and Improvements.

(a) Tenant shall not make any alterations, additions, or improvements
to the Property without Landlord's prior written consent. Landlord may require
Tenant to provide demolition and/or lien and completion bonds in form and amount
satisfactory to Landlord. Tenant shall promptly remove any alterations,
additions, or improvements constructed in violation of this Paragraph 6.05(a)
upon Landlord's written request. All alterations, additions, and improvements
will be accomplished in a good and workmanlike manner, in conformity with all
applicable laws and regulations, and by a contractor approved by Landlord. Upon
completion of any such work, Tenant shall provide Landlord with "as built"
plans, copies of all construction contracts, and proof of payment for all labor
and materials.

(b) Unless Tenant is contesting payment and has provided security
reasonably acceptable to Landlord, Tenant shall pay when due all claims for
labor and material furnished to the Property. Tenant shall give Landlord at
least fifteen (15) days' prior written notice of the commencement of any work on
the Property. Landlord may elect to record and post notices of
non-responsibility on the Property.

- 17 -
<PAGE> 18

Section 6.06. Condition upon Termination. Upon the termination of the
Lease, Tenant shall surrender the Property to Landlord, broom clean and in the
same condition as received except for ordinary wear and tear which Tenant was
not otherwise obligated to remedy under any provision of this Lease. However,
Tenant shall not be obligated to repair any damage which Landlord is required to
repair under Article Seven (Damage or Destruction). In addition, Landlord may
require Tenant to remove any alterations, additions or improvements (whether or
not made with Landlord's consent) prior to the termination of the Lease and to
restore the Property to its prior condition, all at Tenant's expense. All
alterations, additions and improvements which Landlord has not required Tenant
to remove shall become Landlord's property and shall be surrendered to Landlord
upon the termination of the Lease, except that Tenant may remove any of Tenant's
machinery or equipment which can be removed without material damage to the
Property. Tenant shall repair, at Tenant's expense, any damage to the Property
caused by the removal of any such machinery or equipment. In no event, however,
shall Tenant remove any of the following materials or equipment without
Landlord's prior written consent: any power wiring' or power panels; lighting or
lighting fixtures; wall coverings; drapes, blinds or other window coverings;
carpets or other floor coverings; heaters, air conditioners or any other heating
or air conditioning equipment; fencing or security gates; or other similar
building operating equipment and decorations.

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

Section 7.01. Partial Damage to Property. Tenant shall notify Landlord
in writing immediately upon the occurrence of any damage to the Property. If the
Property is only partially damaged and if the proceeds received by Landlord from
the insurance policies described in Paragraph 4.04(b) are sufficient to pay for
the necessary repairs, this Lease shall remain in effect and Landlord shall
repair the damage as soon as reasonably possible. Landlord may elect to repair
any damage to Tenant's fixtures, equipment, or improvements. If the insurance
proceeds received by Landlord are not sufficient to pay the entire cost of
repair, or if the damage was due to a cause not covered by the insurance
policies which Landlord maintains under Paragraph 4.04(b), Landlord may elect
either to (a) repair the damage as soon as reasonably possible in which case
this Lease shall remain in full force and effect, or (b) terminate this Lease as
of the date the damage occurred. Landlord shall notify Tenant within thirty (30)
days after receipt of notice of the occurrence of the damage, whether Landlord
elects to repair the damage or terminate the Lease and if Landlord elects to
repair the damage it shall commence repair within ninety (90) days of the notice
and complete repairs within one hundred twenty (120) days of the start of
construction. If Landlord, elects to repair the damage, Tenant shall pay
Landlord the "deductible amount" (if any) under Landlord's insurance

- 18 -
<PAGE> 19

policies, and, if the damage was due to an act any insurance proceeds received
by Landlord. If Landlord terminate the Lease, Tenant may elect to continue this
full force and effect, in which case Tenant shall repair to the Property and any
building in which the Property Tenant shall pay the cost of such repairs, except
that, satisfactory completion of such repairs, Landlord shall deliver to Tenant
any insurance proceeds received by Landlord for the damage repaired by Tenant.
Tenant shall give Landlord written notice of such election within ten (10) days
after receiving Landlord's termination notice. If the damage to the Property
occurs during the last six (6) months of the Lease Term, Landlord may elect
terminate this Lease as of the date the damage occurred regardless of the
sufficiency of any insurance proceeds. In such event, Landlord shall not be
obligated to repair or restore the Property and Tenant shall have no right to
continue this Lease. Landlord shall notify Tenant of its election within thirty
(30) days after receipt of notice of the occurrence of the damage.

Section 7.02 Total or Substantial Destruction. If the Property is
totally or substantially destroyed by any cause whatsoever, this Lease shall
terminate as of the date the destruction occurred regardless of whether Landlord
receives any insurance proceeds. However, if the Property can be rebuilt within
nine (9) months after the date of destruction, Landlord may elect to rebuild the
Property at Landlord's own expense, in which case this lease shall remain in
full force and effect. Landlord shall notify Tenant of such election within
thirty (30) days after the occurrence of the total or substantial destruction.
If the destruction was caused by an act or omission of Tenant, Tenant shall pay
Landlord the difference between the actual cost of rebuilding and any insurance
proceeds received by Landlord. This Lease shall remain in full force and effect.
Landlord shall notify Tenant of such election within thirty (30) days after the
occurrence of total or substantial destruction. If the destruction was caused by
an act or omission of Tenant, Tenant shall pay Landlord the difference between
the actual cost of rebuilding and any insurance proceeds received by Landlord.

Section 7.03. Temporary Reduction of Rent. If the Property is destroyed
or damaged and Landlord or Tenant repairs or restores the Property pursuant to
the provisions of this Article Seven, any rent payable during the period of such
damage, repair and/or restoration shall be reduced according to the degree, if
any, to which Tenant's use of the Property is impaired. However, the reduction
shall not exceed the sum of one year's payment of Base Rent and Additional Rent.
Except for such possible reduction in Base Rent and Additional Rent, Tenant
shall not be entitled to any compensation, reduction, or reimbursement from
Landlord as a result of any damage, destruction, repair, or restoration of or to
the Property.

- 19 -
<PAGE> 20

ARTICLE EIGHT: CONDEMNATION

If all or any portion of the Property is taken under the power of
eminent domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If the taking causes a material interference with the Tenant's business, either
Landlord or Tenant may terminate this lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes possession). If neither Landlord nor Tenant terminates this Lease, this
Lease shall remain in effect as to the portion of the Property not taken, except
that the Base Rent shall be reduced in proportion to the reduction in the floor
area of the Property. Any Condemnation award or payment shall be distributed in
the following order: (a) first, to any ground lessor, mortgagee or beneficiary
under a deed of trust specifically designated for loss of or damage to Tenant's
trade encumbering the Property, the amount of its interest in the Property; (b)
second, to Tenant, only the amount of any award fixtures or removable personal
property; and (a) third, to Landlord, the remainder of such award; whether as
compensation for reduction in the value of the leasehold, the taking of the fee,
or otherwise. Tenant may make its own claim for moving and related expenses and
its interest in the leasehold. If this Lease is not terminated, Landlord shall
repair any damage to the Property caused by the Condemnation, except that
Landlord shall not be obligated to repair any damage for which Tenant has been
reimbursed by the condemning authority. If the severance damages received by
Landlord are not sufficient to pay for such repair, Landlord shall have the
right to either terminate this Lease or make such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

Section 9.01. Landlord's Consent Required. Except as part of a major
financing arrangement for Tenant, a related corporation or guarantor, no portion
of the Property or of Tenant's interest in this Lease may be acquired by any
other person or entity, whether by assignment, mortgage, sublease, transfer,
operation of law, or act of Tenant, without Landlord's prior written consent,
except as provided in Section 9.02 below. Landlord shall grant or withhold its
consent as provided in Section 9.04 below. Any attempted transfer without
consent shall be void and shall constitute a non- curable breach of this Lease.
If Tenant is a partnership, any cumulative transfer of more than 20% of the
partnership interests shall require Landlord's consent. If Tenant is a
corporation, any change in a controlling interest of the voting stock of the
corporation shall require Landlord's consent.

- 20 -
<PAGE> 21

Section 9.02. Tenant Affiliate. Tenant may assign this Lease or
sublease the Property, without Landlord's consent, to any corporation which
Landlord determines controls, is controlled by or is under common control with
Tenant, or to any corporation resulting from the merger of or consolidation with
Tenant ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume
in writing all of Tenant's obligations under this Lease.

Section 9.03. No Release of Tenant. No transfer permitted by this
Article Nine, whether with or without Landlord's consent, shall release Tenant
or change Tenant's primary liability to pay the rent and to perform all other
obligations of Tenant under this Lease. Landlord's acceptance of rent from any
other person is not a waiver of any provision of this Article Nine. Consent to
one transfer is not a consent to any subsequent transfer. If Tenant's transferee
defaults under this Lease, Landlord may proceed directly against Tenant without
pursuing remedies against the transferee. Landlord may consent to subsequent
assignments or modifications of this Lease by Tenant's transferee, without
notifying Tenant or obtaining its consent. Such action shall not relieve
Tenant's liability under this Lease.

Section 9.04. Landlord's Election. Tenant's request for consent to any
transfer described in Section 9.01 above shall be accompanied by a written
statement setting forth the details of the proposed transfer, including the
name, business and financial condition of the prospective transferee, financial
details of the proposed transfer (e.g., the term of and rent and security
deposit payable under any assignment or sublease), and any other information
Landlord deems relevant. Landlord shall have the right (a) to withhold consent,
if not unreasonable; (b) to grant consent; (c) if the transfer is a sublease of
the Property or an assignment of this Lease, to terminate this Lease as of the
effective date of such sublease or assignment, in which case Landlord may elect
to enter into a direct lease with the proposed assignee or subtenant; or, (d) if
this transfer is a sale of Tenant's medical practice at this facility, and
Landlord has the opportunity to review and subsequently approves the prospective
transferee's financials, Landlord may, at its sole option based upon the
prospective transferee's financials, release Tenant from being primary liability
under this Lease as provided for in Paragraph 9.03 herein and release Tenant
from its obligation to pay the rent and to perform all other obligations of
Tenant under this Lease. Landlord shall not unreasonably without its release of
Tenant from being primarily liable under this Lease.

Section 9.05. No Merger. No Merger shall result from Tenant's sublease
of the Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant or
sublandlord thereunder.

- 21 -
<PAGE> 22

ARTICLE TEN: DEFAULTS; REMEDIES

Section 10.01. Covenants and Conditions. Tenant's performance of each
of Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Property is conditioned upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

Section 10.02. Defaults. Tenant shall be in material default under this
Lease:

(a) If Tenant abandons the Property or if Tenant's vacation of the
Property results in the cancellation of any insurance described in Section 4.04;

(b) If Tenant fails to pay rent or any other charge required to be paid
by Tenant when due and within ten (10) days after written notice to Tenant;

(c) If Tenant fails to perform any of Tenant's non-monetary obligations
under this Lease for a period of thirty (30) days after written notice from
Landlord; provided that if more than thirty (30) days are required to complete
such performance, Tenant shall not be in default if Tenant commences such
performance within the thirty (30) day period and thereafter diligently pursues
its completion. However, Landlord shall not be required to give such notice if
Tenant's failure to perform constitutes a non-curable breach of this Lease. The
notice required by this Paragraph is intended to satisfy any and all notice
requirements imposed by law on Landlord and is not in addition to any such
requirement.

(d) (i) If Tenant or any guarantor hereunder, or any general partner of
Tenant if Tenant is a partnership makes a general assignment or general
arrangement for the benefit of creditors and payment of rent is not current;
(ii) if a petition for adjudication of bankruptcy or for reorganization or
rearrangement is filed by or against Tenant or any guarantor hereunder, or any
general partner of Tenant if Tenant is a partnership and is not dismissed within
thirty (30) days and payment of rent is not current; (iii) if a trustee or
receiver is appointed to take possession of substantially all of Tenant's assets
located at the Property or of Tenant's interest in this Lease and possession is
not restored to Tenant within thirty (30) days, and payment of rent is not
current, or (iv) if substantially all of Tenant's assets located at the Property
or of Tenant's interest in this Lease is subjected to attachment, execution or
other judicial seizure which is not discharged within thirty (30) days. If a
court of competent jurisdiction determines that any of the acts described in
this subparagraph (d) is not a default under this Lease, and a trustee is
appointed to take possession (or if Tenant remains a debtor in

- 22 -
<PAGE> 23

possession) and such trustee or Tenant transfers Tenant's interest hereunder,
then Landlord shall receive, as Additional Rent, the difference between the rent
(or any other consideration) paid in connection with such assignment or sublease
and the rent payable by Tenant hereunder.

Section 10.03. Remedies. On the occurrence of any material default by
Tenant, Landlord may, at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have:

(a) Terminate Tenant's right to possession of the Property by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Property to Landlord. In such event,
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default, including (i) the worth at the time of
the award of the unpaid Base Rent, Additional Rent and other charges which had
been earned at the time of the termination; (ii) the worth at the time of the
award of the amount by which the unpaid Base Rent, Additional Rent and other
charges which would have been earned after termination until the time of the
award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; (iii) the worth at the time of the award of the amount by
which the unpaid Base Rent, Additional Rent and other charges which would have
been paid for the balance of the Lease Term after the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided; and (iv) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under the Lease or which in the ordinary course of things would be likely to
result therefrom, including, but not limited to, any costs or expenses incurred
by Landlord in maintaining or preserving the Property after such default, the
cost of recovering possession of the Property, expenses of reletting, including
necessary renovation or alteration of the Property, Landlord's reasonable
attorneys' fees incurred in connection therewith, and any real estate commission
paid or payable. As used in subparts (i) and (ii) above, the "worth at the time
of the award" is computed by allowing interest on unpaid amounts at the rate of
fifteen percent (15%) per annum, or such lesser amount as may then be the
maximum lawful rate. As used in subpart (iii) above, the "worth at the time of
the award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of the award, plus 1%. If
Tenant shall have abandoned the Property, Landlord shall have the option of (i)
retaking possession of the Property and recovering from Tenant the amount
specified in this Paragraph 10.03(a), or (ii) proceeding under Paragraph
10.03(b);

(b) Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have

- 23 -
<PAGE> 24

abandoned the Property. In such event, Landlord shall be entitled to enforce all
of Landlord's rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder;

(c) Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the state in which the Property is
located.

Section 10.04. Abandonment Remedy. Tenant covenants to occupy the
Property throughout the term hereof. Tenant expressly recognizes that Landlord
will be injured should Tenant not comply with this provision and that the amount
of Landlord's damages thereby are incapable of measurement and Tenant,
therefore, expressly covenants to pay to Landlord as liquidated damages for the
breach of this covenant an amount, in addition to all other rents and other
monies due Landlord hereunder, equal to twenty-five (25%) percent of the Basic
Rent due for the remainder of the term after such breach.

Section 10.05. Cumulative Remedies. Landlord's exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

Section 11.01. Subordination. Landlord shall have the right to
subordinate this Lease to any ground lease, deed of trust or mortgage
encumbering the Property, any advances made on the security thereof and any
renewals, modifications, consolidations, replacements or extensions thereof,
whenever made or recorded. However, Tenant's right to quiet possession of the
Property during the Lease Term shall not be disturbed if Tenant pays the rent
and performs all of Tenant's obligations under this Lease and is not otherwise
in default. If any ground lessor, beneficiary or mortgagee elects to have this
Lease prior to the lien of its ground lease, deed of trust or mortgage and gives
written notice thereof to Tenant, this Lease shall be deemed prior to such
ground lease, deed of trust or mortgage whether this Lease is dated prior or
subsequent to the date of said ground lease, deed of trust or mortgage or the
date of recording thereof.

Section 11.02. Attornment. If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, upon written notice, Tenant shall attorn to the
transferee of or successor to Landlord's interest in the Property and recognize
such transferee or successor as Landlord under this Lease. Tenant waives the
protection of any statute or rule of law which gives or purports to give Tenant
any right to terminate this Lease or

- 24 -
<PAGE> 25

surrender possession of the Property upon the transfer of Landlord's interest.

Section 11.03. Signing of Documents. Tenant shall sign and deliver any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. Such subordination and attornment
documents may contain such provisions as are customarily required by any ground
lessor, beneficiary under a deed of trust or mortgagee. If Tenant fails to do so
within ten (10) days after written request, Tenant hereby makes, constitutes and
irrevocably appoints Landlord, or any transferee or successor of Landlord, the
attorney-in-fact of Tenant to execute and deliver any such instrument or
document.

Section 11.04. Estoppel Certificates.

(a) Upon Landlord's written request, Tenant shall execute, acknowledge
and deliver to Landlord a written statement certifying: (i) that none of the
terms or provisions of this Lease have been changed (or if they have been
changed, stating how they have been changed); (ii) that this Lease has not been
cancelled or terminated; (iii) that the last date of payment of the Base Rent
and other charges and the time period covered by such payment; (iv) that
Landlord is not in default under this Lease (or, if Landlord is claimed to be in
default, stating why); and (v) such other matters as may be reasonably required
by Landlord or the holder of a mortgage, deed of trust or lien to which the
Property is or becomes subject. Tenant shall deliver such statement to Landlord
within ten (10) days after Landlord's written request. Any such statement by
Tenant may be given by Landlord to any prospective purchaser or encumbrancer of
the Property. Such purchaser or encumbrancer may rely conclusively upon such
statement as true and correct.

(b) If Tenant does not deliver such statement to Landlord within such
ten (10) day period, Landlord, and any prospective purchaser or encumbrancer,
may conclusively presume and rely upon the following facts: (i) that the terms
and provisions of this Lease have not been changed except as otherwise
represented by Landlord; (ii) that this Lease has not been cancelled or
terminated except as otherwise represented by Landlord; (iii) that not more than
one month's Base Rent or other charges have been paid in advance except to the
extent set forth in Section 1.08; and (iv) that Landlord is not in default under
the Lease. In such event, Tenant shall be estopped from denying the truth of
such facts.

Section 11.05. Tenant's Financial Condition. Within ten (10) days after
written request from Landlord, Tenant shall deliver to Landlord such financial
statements as are reasonably required by Landlord to verify the net worth of
Tenant, or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant
shall deliver to any lender designated by Landlord any financial

- 25 -
<PAGE> 26

statements required by such lender to facilitate the financing or refinancing
of the Property. Tenant represents and warrants to Landlord that each such
financial statement is a true and accurate statement as of the date of such
statement. All financial statements shall be confidential and shall be used only
for the purposes set forth herein. Landlord shall have ten (10) days to review
and accept or reject Tenant's financials. Landlord's review and approval of
Tenant's financials shall be based upon Tenant's financial condition and the
likelihood that Tenant shall be able to perform its obligations under this Lease
Agreement and such other matters as Landlord deems appropriate. If Landlord does
not notify Tenant of disapproval of Tenant's financials within ten (10) days of
receipt thereof, the financials shall be deemed approved. Landlord's obligation
to enter into this Lease with Tenant is contingent upon Landlord's approval of
Tenant's financials.

ARTICLE TWELVE: LEGAL COSTS

Section 12.01. Legal Proceedings. Tenant shall reimburse Landlord, upon
demand, for any costs or expenses incurred by Landlord in connection with any
breach or default of Tenant under this Lease, whether or not suit is commenced
or judgment entered. Such costs shall include legal fees and costs incurred for
the negotiation of a settlement, enforcement of rights or otherwise.
Furthermore, if any action for breach of or to enforce the provisions of this
Lease is commenced, the court in such action shall award to the party in whose
favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such
attorneys' fees and costs shall be paid by the losing party in such action.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all
costs, expenses, demands and liability reasonably incurred by Landlord if
Landlord becomes or is made a party to any claim or action (a) instituted by
Tenant, or by any third party against Tenant, or by or against any person
holding any interest under or using the Property by license of or agreement with
Tenant; (b) for foreclosure of any lien for labor or material furnished to or
for Tenant or such other person; (c) otherwise arising out off or resulting from
any act or transaction of Tenant or such other person; or (d) necessary to
protect Landlord's interest under this Lease in a bankruptcy proceeding, or
other proceeding under Title 11 of the United States Code, as amended. Tenant
shall defend Landlord against any such claim or action at Tenant's expense with
counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant
shall reimburse Landlord for any legal fees or costs incurred by Landlord in any
such claim or action.

Section 12.02. Landlord's Consent. Tenant shall pay Landlord's
reasonable attorneys' fees incurred in connection with Tenant's request for
Landlord's consent under Article Nine (Assignment and Subletting), or in
connection with any other act which Tenant proposes to do and which requires
Landlord's consent.

- 26 -
<PAGE> 27

ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

Section 13.01. Non-Discrimination. Tenant promises, and it is a
condition to the continuance of this Lease, that there will be no discrimination
against, or segregation of, any person or group of persons on the basis of race,
color, sex, creed, national origin or ancestry in the leasing, subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof.

Section 13.02. Landlord's Liability; Certain Duties.

(a) As used in this Lease, the term "Landlord" means only the current
owner or owners of the fee title to the Property or the leasehold estate under a
ground lease of the Property at the time in question. Each Landlord is obligated
to perform the obligations of Landlord under this Lease only during the time
such Landlord owns such interest or title. Any Landlord who transfers its title
or interest is relieved of all liability with respect to the obligations of
Landlord under this Lease to be performed on or after the date of transfer.
However, each Landlord shall deliver to its transferee all funds previously paid
by Tenant if such funds have not yet been applied under the terms of this Lease.

(b) Tenant shall give written notice of any failure by Landlord to
perform any of its obligations under this Lease to Landlord and to any ground
lessor, mortgagee or beneficiary under any deed of trust encumbering the
Property whose name and address have been furnished to Tenant in writing.
Landlord shall not be in default under this Lease unless Landlord (or such
ground lessor, mortgagee or beneficiary) fails to cure such non-performance
within thirty (30) days after receipt of Tenant's notice. However, if such
non-performance reasonably requires more than thirty (30) days to cure, Landlord
shall not be in default if such cure is commenced within such thirty (30) day
period and thereafter diligently pursued to completion.

(c) Tenant shall deposit with Landlord a cash Security Deposit in the
amount set forth in and under the provisions of Section 1.08 above. Landlord may
apply all or part of the Security Deposit to any unpaid rent or other charges
due from Tenant or to cure any other defaults of Tenant. If Landlord uses any
part of the Security Deposit, Tenant shall restore the Security Deposit to its
full amount within ten (10) days after Landlord's written request. Tenant's
failure to do so shall be a material default under this Lease. No interest shall
be paid on the Security Deposit. Landlord shall not be required to keep the
Security Deposit separate from its other accounts and no trust relationship is
created with respect to the Security Deposit.

Section 13.03. Severability. A determination by a court of competent
jurisdiction that any provision of this Lease or any part

- 27 -
<PAGE> 28

thereof is illegal or unenforceable shall not cancel or invalidate the remainder
of such provision or this Lease, which shall remain in full force and effect.

Section 13.04. Interpretation. The captions of the Articles or Sections
of this Lease are to assist the parties in reading this Lease and are not a part
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular shall include the plural and the plural shall include
the singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Property with Tenant's expressed or
implied permission.

Section 13.05. Incorporation of Prior Agreements, Modifications. This
Lease is the only agreement between the parties pertaining to the lease of the
Property and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.

Section 13.06. Notices. All notices required or permitted under this
Lease shall be in writing and shall be personally delivered or sent by certified
mail, return receipt requested, postage prepaid. Notices to Tenant shall be
delivered to the address specified in Section 1.03 above to the attention of the
Executive Director, except that upon Tenant's taking possession the Property,
the Property shall be Tenant's address for notice purposes. In addition, copies
of notices to Tenant shall be delivered to:

Attention: Richard C. Small, M.D.
1176 Vegas Valley Drive
Las Vegas, Nv. 89109

Notices to Landlord shall be delivered to the address specified in Section 1.02
above. All notices shall be effective upon delivery or attempted delivery in
accordance with this Section 13.06. Either party may change its notice address
upon written notice to the other party.

Section 13.07. Waivers. All waivers must be in writing and signed by
the waiving party. Landlord's failure to enforce any proVision of this Lease or
its acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future. No
statement on a payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or without notice to
Tenant, negotiate such check without being bound to the conditions of such
statement.

- 28 -
<PAGE> 29

Section 13.08. Recordation. A memorandum of lease in a form reasonably
acceptable to Tenant may be recorded by Landlord within ten (10) days of the
date hereof.

Section 13.09. Binding Effect; Choice of Law. This Lease binds any
party who legally acquires any rights or interest in this Lease from Landlord or
Tenant. However, Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's successor are acquired in accordance with
the terms of this Lease. The laws of the state in which the Property is located
shall govern this Lease.

Section 13.10. Corporate Authority; Partnership Authority. If Tenant is
a corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a certified copy of a resolution of Tenant's Board of
Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Landlord. If Tenant is a partnership, each
person signing this Lease for Tenant represents and warrants that he is a
general partner of the partnership, that has full authority to sign for the
partnership and that this Lease binds the partnership and all general partners
of the partnership. Tenant shall give written notice to Landlord of any general
partner's withdrawal or addition. Within thirty (30) days after this Lease is
signed, Tenant shall deliver to Landlord a copy of Tenant's recorded statement
of partnership or certificate of limited partnership.

Section 13.11. Joint and Several Liability. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant.

Section 13.12. Force Majeure. If a party cannot perform any of its
obligations due to events beyond the party's control, the time provided for
performing such obligations shall be extended by a period of time equal to the
duration of such events. Events beyond the party's control include, but are not
limited to, acts of God, war, civil commotion, labor disputes, strikes, fire,
flood or other casualty, shortages of labor or material, government regulation
or restriction and weather conditions.

Section 13.13. Execution of Lease. This Lease may be executed in
counterparts, and, when all counterpart documents are executed, the counterparts
shall constitute a single binding instrument. The delivery of this Lease by
Landlord to Tenant shall not be deemed to be an offer and shall not be binding
upon either party until executed and delivered by both parties.

Section 13.14. Limitation of Liability. The obligations of Landlord
under this Lease do not constitute personal obligations of

- 29 -
<PAGE> 30

the individual partners, trustees, directors, officers or shareholders of
Landlord, and Tenant shall not seek recourse against the individual partners,
trustees, directors, officers or shareholders of Landlord or any of their
personal assets for satisfaction of any liability arising out of this Lease.
Tenant's sole remedy shall be recourse against Landlord's interest in the
Property or the Project of which the Property is a part.

Section 13.15. Consents. Whenever the consent of either party is
required hereunder such consent shall not be unreasonably withheld.

Section 13.16. Modification for Lender. If, in connection with
obtaining construction, intent or permanent financing for the Project or the
Property, the lender requests reasonable modifications to this Lease as a
condition to such financing, Tenant will not unreasonably withhold, delay or
defer its consent thereto, provided that such modifications do not increase the
obligations of Tenant hereunder or materially adversely affect the leasehold
interest hereby created or Tenant's rights hereunder. Landlord shall reimburse
Tenant for reasonable attorneys' fees incurred in reviewing and completing such
modifications.

ARTICLE FOURTEEN: BROKERS

The parties recognized that the brokers who negotiated this Lease
are~the brokers whose names are stated in Section 1.12 hereof and agree that
Landlord shall be solely responsible for the payment of brokerage commissions to
said brokers, and that Tenant shall have no responsibility therefore. Tenant
shall indemnify and hold Landlord free and harmless against any claims, damages,
costs, expenses, or liability of any nature arising from claims by any other
person or real estate broker claiming a fee through dealings with Tenant arising
out of this Lease.

ARTICLE FIFTEEN: TOXIC AND HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS, REGULATED
SUBSTANCES AND HAZARDOUS WASTE

Section 15.01. Definition. As used in this Section, the term "Hazardous
Waste" means:

(a) Those substances, chemicals and mixtures defined as "hazardous
substances," "hazardous materials," "toxic substances," "imminently hazardous
chemical substance or mixture," "pesticide," "heavy metal," "hazardous air
pollutant," "toxic pollutant," "solid waste," "hazardous waste," "medical waste"
or "radioactive waste" in the Toxic Substance Control Act, 15 U.S.C. Sec. 2601
et. seq., as now or hereafter amended ("TSCA"), the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sec. 9601 et. seq.,
as now or hereafter amended ("CERCLA"), the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Sec. 6901 et. seq.,

- 30 -
<PAGE> 31

as now or hereafter amended ("RCRA"), the Federal Hazardous Substances Act, 15
U.S.C. Sec. 1261 et. seq., as now or hereafter amended ("FHSA"), the Federal
Water Pollution Control Act, 33 41.S.C. Sec. 1251 et. seq., as now or hereafter
amended ("WPCA"), the Clean Air Act, 42 U.S.C. Sec. 7401 et. seq., as now or
hereafter amended ("CM"), the Federal Insecticide, Fungicide, and Rodenticide
Act, 7 U.S.C. Sec. 136, et. seq., as now or hereafter amended ("FIFRA"), the
Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. Sec. 11001
et. seq., as now or hereafter amended ("EPCRKA"), the Occupational Safety and
Health Act of 1970, 29 U.S.C. Sec. 651 et. seq., as now or hereafter amended
("OSHA"), the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et.
seq., as now or hereafter amended ("HMTA"), and the rules, orders and
regulations now in effect or promulgated and effective hereafter pursuant to
each respective law listed above;

(b) Those substances defined as "hazardous waste," "radioactive waste,"
"solid waste," "toxic waste," "pollutant," "hazardous material," "regulated
substance," "asbestos," or "asbestos containing material," in Nev. Rev. Stat.
ch. 459, Nev. Rev. Stat. ch. 444, Nev. Rev. Stat. ch. 445, Nev. Rev. Stat. ch.
590, Nov. Rev. Stat. Secs. 618.750-618.850, inclusive, Nev. Rev. Stat. Sec.
477.045, or in the regulations now existing or hereafter promulgated pursuant
thereto, or in the Uniform Fire Code, as now or hereinafter in effect;

(c) Those substances listed in the United States Department of
Transportation table (49 CFR Sec.172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto); and

(d) Such other substances, mixtures, medical waste, materials and waste
which are regulated under applicable local, state or federal law, or which are
classified as hazardous or toxic under federal, state or local laws or
regulations (all laws, rules and regulations referenced in paragraphs (a), (b),
(c) and (d) are collectively referred to as "Environmental Laws").

Section 15.02. Tenant's Covenants. Tenant does not intend to and Tenant
will not, nor will Tenant allow any other person (including partnerships,
corporations and joint ventures), during the term of this Lease, manufacture,
process, store, distribute, use, discharge or dispose any Hazardous Waste in,
under or on the Property, the Common Areas, or any property adjacent thereto
other than medical waste generated pursuant to the permitted uses set forth in
Section 1.10 hereof and Tenant shall comply with all in its practice of oncology
use radioactive isotopes for the Environmental Laws in connection therewith.
Tenant may, however, treatment of Tenant's patients. Tenant agrees to comply
with all governmental rules and regulations applicable to the use and storage of
radioactive isotopes, and to obtain all necessary

- 31 -
<PAGE> 32

governmental approval, permits or licenses for Tenant's use of radioactive
isotopes prior to begin said use or storage of the radioactive isotopes. Tenant
shall notify Landlord in writing, at least thirty (30) days prior to any use or
storage, or other activity that involves radioactive isotopes and Tenant shall
provide copies of all governmental approval, permits or licenses for the use,
storage or distribution of radioactive isotopes to Landlord prior to Tenant's
use or storage of said radioactive isotopes. Tenant agrees to indemnify and hold
Landlord harmless, pursuant to Section 15.03, from any and all claims associated
with Tenant's use, storage, distribution or other activity involving radioactive
isotopes. Further, in the event Tenant begins use and storage of radioactive
isotopes pursuant hereto, Tenant agrees to maintain its public comprehensive
liability insurance as required by in Paragraph 4.04(A) at Two Million Dollars
($2,000,000.00). Tenant shall be responsible for the costs and expenses of any
Environmental Impact Statement required as a condition for any use or storage of
the radioactive isotopes.

(a) Tenant shall notify Landlord promptly in the event of any spill or
release of Hazardous Waste into, on or onto the Property regardless of the
source of spill or release, whenever Tenant knows or suspects that such a
release occurred.

(b) Tenant will not be involved in operations at or near the Property
which could lead to the imposition on the Tenant or the Landlord of liability or
the creation of a lien on the Property under the Environmental Laws.

(c) Tenant shall, upon twenty-four (24) hour prior notice by Landlord,
permit Landlord or Landlord's agent access to the Property to conduct an
environmental site assessment with respect to the Property.

Section 15.03. Indemnity. Tenant for itself and its successors and
assigns undertakes to protect, indemnify, save and defend Landlord, its agents,
employees, directors, officers, shareholders, affiliates, consultants,
independent contractors, successors and assigns (collectively the "Indemnitees")
harmless from any and all liability, loss, damage and expense, including
reasonable attorneys' fees, claims, suits and judgements that Landlord or any
other Indemnitee, whether as Landlord or otherwise, may suffer as a result of,
or with respect to the following which Tenant has caused or for which Tenant may
be held liable under applicable law:

(a) Any Environmental Law, including the assertion of any lien
thereunder and any suit brought or judgement rendered regardless of whether the
action was commenced by a citizen (as authorized under the Environmental Laws)
or by a government agency;

- 32 -
<PAGE> 33

(b) Any spill or release of or the presence of any Hazardous result of
a spill or release of or the presence of Waste;

(c) Any other matter affecting the Property within the jurisdiction of
the United States Environmental Protection Agency, Environmental Commission, the
Nevada Department of Conservation and Natural Resources, the State Emergency
Response Commission, the Commission to Oversee Management of Risks, or the
Nevada Department of Commerce, including costs of investigations, remedial
action, or other response costs whether such costs are incurred by the United
States Government, the State of Nevada, or any Indemnitee;

(d) Liability for clean-up costs, fines, damages or penalties incurred
pursuant to the provisions of any applicable Environmental Law; and

(e) Liability for personal injury or property damage arising under any
statutory or common-law tort theory, including, without limitation, damages
assessed for the maintenance of a public or private nuisance, or for the
carrying of an abnormally dangerous activity, and response costs.

Section 15.04. Remedial Acts. In the event of any spill or release of
or the presence of any Hazardous Waste affecting the Property, and/or if Tenant
shall fail to comply with any of the requirements of any Environmental Law,
Landlord may, without notice to Tenant, at its election, but without obligation
so to do, gives such notices and/or cause such work to be performed at the
Property and/or take any and all other actions as Landlord shall deem necessary
or advisable in order to remedy said spill or release of Hazardous Waste or cure
said failure of compliance and any amounts paid as a result thereof, together
with interest at the rate of fifteen percent (15%) per annum, from the date of
payment by Landlord, shall be immediately due and payable by Tenant to Landlord.

Section 15.05. Settlement. Landlord, upon giving Tenant ten (10) days
prior notice, shall have the right in good faith to pay, settle or compromise,
or litigate any claim, demand, loss, liability, cost, charge, suit, order,
judgment or adjudication (a "Hazardous Waste Claim") under the belief that it is
liable therefor and that Landlord then has a claim against Tenant for
indemnification, whether liable or not, without the consent or approval of
Tenant unless Tenant within said ten (10) day period shall protest in writing
and simultaneously with such protest deposit with Landlord or in escrow or with
a court collateral satisfactory to Landlord sufficient to pay and satisfy any
penalty and/or interest which may accrue as a result of such protest and any
judgment or judgments as may result, together with attorney's fees and expenses,
including, but not limited to, environmental consultants.

- 33 -
<PAGE> 34

If the Tenant is held to be liable for a Hazardous Waste Claim pursuant
to a final adjudication, the funds shall be used to pay the claim. If the Tenant
is not found liable by a final adjudication, the funds shall be promptly
returned to Tenant.

ARTICLE SIXTEEN: RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the "Rules and
Regulations", a copy of which is attached hereto and marked Exhibit "C", and all
reasonable and nondiscriminatory modifications thereof and additions thereto
from time to time put into effect by Landlord. Landlord shall not be responsible
to Tenant for the violation or nonperformance by any other tenant or occupant of
the Project of any of said Rules and Regulations.
Landlord and Tenant have signed this Lease at the place and on the
dates specified adjacent to their signatures below and have initialed all Riders
which are attached to or incorporated by reference in this Lease.

Signed on , 1994
----------------
BUFFALO WESTCLIFF LIMITED
at Las Vegas, Nevada PARTNERSHIP, BUFFALO
CONSTRUCTION COMPANY, GENERAL
PARTNER

By: /s/ Andrew Molasky
---------------------------------

Title:
------------------------------
"LANDLORD"

Signed on AUGUST 27, 1994
----------------------
Richard C. Small, M.D.
Professional Corporation.
at Las Vegas, Nevada.

By: /s/ Richard C. Small, M.D.
---------------------------------

Title: PRESIDENT
------------------------------
"TENANT"

- 34 -
<PAGE> 35
AMENDMENT TO COMMERCIAL AND OFFICE REAL ESTATE LEASE

This Amendment to commercial and Office Real Estate Lease (the
"Amendment") shall modify and amend the terms and conditions to that certain
commercial and Office Real Estate Lease (the "Lease") dated August 30, 1994,
between Buffalo Westcliff Limited Partnership Buffalo Construction Company, its
General Partner, as Landlord and Richard C. Small, M.D., a Professional
Corporation, as Tenant, covering the Property commonly known as a portion of
Westcliff House Office Complex Building 6 (the "Premises").

RECITALS

A. Landlord has agreed to lease to Tenant, and Tenant has agreed to
lease from Landlord, all of the Premises pursuant to the terms and conditions
contained within the Lease.

B. Since the Lease was executed by and between the parties thereto
adjustments to the terms and conditions of the Lease have become necessary.

NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions set forth herein, and for good and valuable
consideration receipt of which is hereby acknowledged, the parties hereto agree
as follows:

AGREEMENT

1. The Tenant Improvement Allowance as contained within the
construction of Improvements By Landlord Lease Rider, Paragraph B, shall be
amended to reflect that Landlord has paid into a construction Control Account
for the benefit of Tenant an additional One Hundred and Thirty Eight Thousand
Dollars ($138,000.00) which was used for Tenant Improvements to the Premises
(hereinafter the "Additional Tenant Improvement Allowance"). As such, the Tenant
Improvement Allowance paid by Landlord into the Construction Control Account for
the purposes of constructing Tenant Improvements was One Hundred Ninety One
Thousand Five Hundred and Thirty Dollars ($191,530.00).

2. The Section entitled Landlord's Financing of Tenant's Improvements
Over and Above Tenant Allowance contained within the Construction of
Improvements by Landlord Lease Rider, Paragraph H, is hereby amended to reflect
that Tenant shall execute a Promissory Note in the amount of One Hundred and
Thirty Eight Thousand Dollars ($138,000.00). Said Promissory Note shall be made
payable to the order of Landlord, and bear interest at the rate of eleven
percent (11%) per annum. The Promissory Note will require monthly installments
of principal and interest and shall be fully amortized over the initial thirty
(30) months of the Lease term. The Promissory Note shall have no prepayment
penalties.

<PAGE> 36

3. The Base Rent, as defined in Section 1.06(a) of the Lease, is hereby
be increased during the initial thirty (30) months at the Lease term beginning
on the Commencement Date by an additional amount of Five Thousand Two Hundred
and Eighty Two and 37/100 Dollars ($5,282.37) a month. Said Base Rent increase
reflects the amortization payments of said Promissory Note described in
Paragraph 2 herein. Thereafter, the Base Rent shall be decreased to the amount
of Base Rent provided for in the Lease plus any Base Rent increases that may
have accrued during said Lease Term. As such, for Lease months 1 through 30 the
monthly Base Rent will be as follows:

LEASE MONTHS BASE RENT
------------ ---------

1 through 12 $8,733.37
13 through 24 $8,835.37
25 through 30 $8,943.37

4. The Description of Improvements and Tenant Improvements as contained
within the Construction of Improvements By Landlord Lease Rider, Paragraphs A
and B, is hereby amended to reflect that the Approved Preliminary Plans shall
incorporate a vault door and door frame (the "Vault Door"). Landlord shall
advance to Tenant Twenty-Six Thousand Four Hundred and Twelve Dollars
($26,412.00) which amount represents the costs of the Vault Door. Within thirty
(30) days of Tenant's occupancy of the Premises, Tenant shall reimburse Landlord
in full for the costs of materials and installation of the Vault Door. Upon
Tenant's delivery of payment for the Vault Door to Landlord, the Vault Door
shall be deemed the property of Tenant. At Tenant's election the cost of said
Vault Door shall be depreciated by Tenant over a period of seven (7) years,
whereupon ownership in said Vault Door shall be transferred by Tenant to
Landlord at no cost and expense to Landlord.

5. All provisions contained with the August 30, 1994 Commercial and
Office Real Estate Leases, Guaranty of Lease's, and all attached Riders unless
specifically modified by this Amendment shall remain in full force and effect.

6. This Amendment and the August 30, 1994 Commercial and Office Real
Estate Leases, Guaranty of Leases and attached Riders, constitute the entire
agreements between the parties with respect to the subject matter hereof and
supersedes all prior understandings and writings with respect thereto. This
Amendment may not be modified, changed or supplemented, nor may any obligations
hereunder be waived, except by a written instrument

- 2 -

<PAGE> 37

signed by the party to be charged or by its agent duly authorized in writing or
as otherwise expressly permitted herein.

DATED this 11 day of July, 1995.
----

TENANT:

RICHARD C. SMALL, M.D.,
a Professional Corporation

/s/ Richard C. Small, M.D.
By
------------------------------------
Its: President
----------------------------------

LANDLORD:

BUFFALO WESTCLIFF LIMITED
PARTNERSHIP,
BUFFALO WESTCLIFF CONSTRUCTION
COMPANY,
its General Partner

/s/ Andrew Molasky
By
------------------------------------
Andrew Molasky
Its: President

- 3 -

<PAGE> 38

LANDLORD CONSENT TO ASSIGNMENT

Buffalo Westcliff Limited partnership and Buffalo construction Company,
its General Partner, as Landlord in the above-described Lease Agreement, hereby
consents to the Assignment and transfer of that certain Commercial and office
Real Estate Lease dated August 30, 1994 and all amendments thereto (hereinafter
the "Lease Agreement"), including all terms and conditions thereof, to Assignee.
This Landlord Consent to Assignment is made and based upon Article Nine of said
Lease Agreement, and Landlord specifically reserves all of its rights under
Section 9.03 of said Lease Agreement, including, without limitation, the right
to proceed under the Lease Agreement against the Assignor or the guarantor(s) of
the Assignor, if any. Further, this Consent does not constitute a consent to any
other assignment or sublease of the leasehold interest under the Lease
Agreement.
DATED this 10 day of July, 1997.
----

BUFFALO WESTCLIFF LIMITED
PARTNERSHIP, BUFFALO CONSTRUCTION
COMPANY

/s/ Andrew Molasky
By
------------------------------------
ANDREW MOLASKY
Its President

- 4 -

<PAGE> 1
EXHIBIT 10.4

MEMORANDUM OF LEASE

Made as of the 30th day of November, 1993, by and between
COMMONS II LAND PARTNERSHIP, a Florida General Partnership, as "Landlord" and
NAPLES RADIATION THERAPY ASSOCIATES, a Florida General Partnership, as "Tenant",
which ground lease is dated November 20, 1992.

A. This ground lease sets forth (among other things) the
following:

1. Landlord's address is c/o Jerry F. Nichols,
Managing General Partner, 720 Goodlette Road North, Suite 302, Naples, Florida
33942; Tenant's address is c/o Daniel E. Dosoretz, M.D., General Partner, 1419
S.E. 8th Terrace, Cape Coral, Florida 33990.

2. The land is in The Commons Professional Office
Park, 720 Goodlette Road North, Naples, Florida. Description of the property in
the Land Lease is enclosed herewith as an exhibit to this Memorandum of Lease,
Exhibit "A". There is 67,367 square feet of land, more or less. The original
lease is for 35 years.

Tenant is constructing a building on the
leased premises, which building will be owned by the landlord after thirty-five
(35) years.

3. The lease term (the "term") began December 1,
1992.

4. The term expires thirty-five (35) years
thereafter, on November 30, 2027.

- 1 -
<PAGE> 2

5. Landlord and tenant agree that tenant will not
have authority to create or suffer any lien for labor or materials on landlord's
interest in the premises, and all contractors, subcontractors, materialmen,
mechanics, laborers and others contracting with tenant and/or any subtenant of
tenant and/or any other occupants of the premises, for the construction,
installation, alteration or repair of any improvements to the premises are
hereby charged with notice that they must look only to tenant and to tenant's
interest in the premises to secure the payment of any charges for work done
and/or materials furnished at the premises.

B. This Memorandum will automatically terminate and be removed
from the public records of the county (the "public records") as if a
Termination/Satisfaction of Memorandum of Lease were recorded among the Public
records, on the expiration of the term as set forth above, or on such earlier
date as the term may be terminated; or shall automatically extend if the term is
duly extended, but in such event this Memorandum will automatically terminate as
aforesaid on the date of the expiration or sooner termination of the extended
term.
C. This Memorandum is for informational purposes only and
nothing contained herein shall be deemed to in any way modify or otherwise
affect any of the terms or conditions of the lease.

D. This Memorandum will bind and benefit the parties hereto
and their respective heirs, personal and legal representatives, successors and
permitted assigns, as the case may be.

- 2 -
<PAGE> 3

IN WITNESS WHEREOF, landlord and Tenant have caused this
Memorandum to be signed, as of the date first above written.

Signed in the presence of: COMMONS II LAND PARTNERSHIP
As to landlord:

/s/ By: /s/ Jerry F. Nichols
- ----------------------------- -----------------------------------------

/s/ JERRY F. NICHOLS, MANAGING
- ---------------------------- GENERAL PARTNER

As to tenant: NAPLES RADIATION THERAPY
ASSOCIATES
/s/
- ----------------------------

/s/ By: /s/ Daniel E. Dosoretz
- ---------------------------- -----------------------------------------
DANIEL E. DOSORETZ, M.D.
GENERAL PARTNER

STATE OF FLORIDA
COUNTY OF

THE foregoing instrument was acknowledged before me this 18th
day of Jan. 1994, by JERRY F. NICHOLS, Managing General Partner of COMMONS II
LAND PARTNERSHIP, a Florida General Partnership, for and on behalf of the
Partnership,

(x ) who is personally known to me, OR
( ) who provided _____________ as identification,
who did/did not take an oath

/s/
-----------------------------------------------
Notary Public
My commission expires:

- 3 -
<PAGE> 4

STATE OF FLORIDA
COUNTY OF LEE

THE foregoing instrument was acknowledged before me this 25th
day of January 1994, by DANIEL E. DOSORETZ, M.D., General Partner of NAPLES
RADIATION THERAPY ASSOCIATES, a Florida General Partnership, for and on behalf
of the Partnership,
( x) who is personally known to me, OR
( ) who provided _____________ as identification,
who did/did not take an oath

/s/ Wilhelmina Gill
--------------------------
Notary Public
My commission expires:

- 4 -
<PAGE> 5

Exhibit "A"

COMMONS IV
DESCRIPTION

DESCRIPTION OF LANDS SURVEYED

A PARCEL OF LAND LYING IN AND BEING A PART OF THE SOUTHEAST QUARTER OF
SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST, COLLIER COUNTY, FLORIDA, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER OF SECTION 34, TOWNSHIP 49 SOUTH, RANGE 25 EAST,
COLLIER COUNTY, FLORIDA; THENCE ALONG THE NORTH LINE OF THE SOUTHEAST QUARTER
OF SAID SECTION 34, S 89degree57'11"E 100.00 FEET TO THE EASTERLY RIGHT-OF-WAY
LINE OF GOODLETTE ROAD; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE, S
00degree78'37"E 48.43 FEET TO THE NORTHWEST CORNER OF THOSE LANDS AS DESCRIBED
IN OFFICIAL RECORD BOOK 981, PAGE 1814 OF THE PUBLIC RECORDS OF COLLIER COUNTY,
FLORIDA; THENCE N 89degree56'59"E 600.00 TO THE NORTHEAST CORNER OF SAID LANDS;
THENCE N 00degree78'37"W 49.16 FEET; THENCE S 89degree47'31"E 246.76 FEET;
THENCE S 00degree18'37" 30.00 FEET TO THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL OF LAND; THENCE CONTINUE S 00degree78'37"E 145.00 FEET; THENCE
15.71 FEET ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A CENTRAL
ANGLE OF 90degree00'00", A RADIUS OF 10.00 FEET AND A CHORD WHICH BEARS S
45degree78'37"E 14.14 FEET; THENCE N 89degree41'23"E 2.25 FEET; THENCE S
00degree78'37"E 90.93 FEET TO THE NORTHERLY LINE OF A 60 FOOT WIDE INGRESS,
EGRESS AND UTILITY EASEMENT; THENCE ALONG THE NORTHERLY LINE OF SAID 60 FOOT
WIDE INGRESS, EGRESS AND UTILITY EASEMENT, N 89degree41.23E 267.73 FEET; THENCE
N 00degree78'37"W 243.40 FEET; THENCE N 89degree47'31"W 280.00 FEET TO THE
POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND.

SAID PARCEL CONTAINING 67,367.00 SQUARE FEET OF LAND, MORE OR LESS.

SUBJECT TO A UTILITY EASEMENT OVER AND ACROSS THE SOUTHERLY 10 FEET THEREOF.

ALSO, SUBJECT TO EASEMENTS, RESTRICTIONS AND RESERVATIONS OF RECORD.

- 5 -

<PAGE> 1
EXHIBIT 10.5

L E A S E
---------

THIS LEASE AGREEMENT, made and entered into this 1st day of
December, 1980, by and between ADVENTIST HEALTH SYSTEM/SUNBELT, INC., a
corporation d/b/a MEDICAL CENTER HOSPITAL, LESSOR, herein called MEDICAL CENTER,
and ONCOLOGY ASSOCIATES AT PUNTA GORDA, INC., LESSEE, herein called ONCOLOGY:

RECITALS

MEDICAL CENTER, on 31 DECEMBER 1976, as Lessor, did enter into a
certain agreement with MELVYN J. KATZEN, M.D., as Lessee, leasing unto Lessee
certain lands and a portion of the building thereon, situate in Punta Gorda,
Florida. Thereafter, on 2 June 1977, said agreement was by Lessee assigned and
set over to ONCOLOGY. The said agreement required Lessee to erect and equip on
the leased lands a building to be utilized for supplying certain medical
treatment and diagnostic facilities; and the said building has in fact been
erected and equipped, and is providing the services for which it was built. The
parties to said agreement, recognizing the need to expand the said facilities
and services, and desiring to alter their contractual relationship, have agreed
to redraft and supersede the agreement of 31 December 1976, so as better to
provide health care services and facilities to the people of this area.

NOW, THEREFORE,

WITNESSETH: The parties hereto, for and in consideration of the
covenants herein contained, agree:

1. That the foregoing RECITALS are true and correct and are adopted
as a part of this agreement.

- 1 -
<PAGE> 2

2. The MEDICAL CENTER does let and lease unto ONCOLOGY all that
certain tract of land, together with the buildings thereon, all as described on
Exhibit A.

3. The term of this lease is 46 years, commencing December 1, 1980,
and the rental is as follows:

(a) The rental, payable in advance on the first day of each month,
shall be $700.00 per month during the first year of the term. Thereafter, the
rent shall be adjusted for each successive year by a sum computed by multiplying
the increase of decrease in the Consumers Price Index (CPI) of the U.S.
Department of Commerce by the Monthly rental rate for the immediately preceding
calendar year. Provided, however, that the rental shall never be less than
$700.00 per month.

4. ONCOLOGY shall have the right at its expense to erect additional
equipment deemed by ONCOLOGY to be necessary, but plans therefore shall be
submitted to the approved by MEDICAL CENTER, which shall not unreasonably
withhold such approval. The rent shall not be increased or decreased by reason
of any such construction.

5. ONCOLOGY shall--

(a) Pay all real and personal property taxes, if any, on the
demised premises and all structures now or hereafter situated thereon;

(b) Pay for all utilities, and cleaning of the building;

- 2 -
<PAGE> 3

(c) At its expense maintain and keep in good repair all
structures now or hereafter on the demised lands, subject, however, to normal
wear and obsolescence;

(d) At its expense maintain fire, windstorm and other casualty
insurance on the premises to the full insurable value thereof, together with
public liability and property damage insurance in the minimum limits of
$1,000,000 per person or $3,000,000 per incident or accident, such insurance to
indemnify both parties hereto as their respective interest may appear. ONCOLOGY
shall annually, on or before the anniversary date of such insurance, furnish to
MEDICAL CENTER certificate or certificates of insurers attesting to the
existence and continued validity of such insurance coverage. The insurance shall
always be maintained in a company or in companies acceptable to MEDICAL CENTER;

(e) Deliver up possession of the premises, with all structures
thereon, to MEDICAL CENTER at the termination of the term, and title to all
structures and other improvements shall thereupon vest in fee simple in MEDICAL
CENTER;

(f) Permit no liens or other encumbrances to be placed upon the
said premises (except with the written approval of MEDICAL CENTER, and in the
event a lien shall be asserted, to cause the same to be promptly satisfied, or
promptly take such other action as shall be required to eliminate the same;

(g) At its expense, pay for all modifications and alterations in
the structures now on the premises; but to

- 3 -
<PAGE> 4

undertake no such modifications or alterations without first obtaining the
approval in writing of MEDICAL CENTER;

(h) Utilize the demised premises, including all structures now or
hereafter placed thereon for medical treatment and diagnostic facilities, and
for offices of physicians and business offices; which uses shall be compatible
with the services, facilities and activities of MEDICAL CENTER.

6. (a) MEDICAL CENTER reserves the exclusive option at any time,
after the lease has been in effect for twenty-five (25) years, to terminate the
same upon payment in full to ONCOLOGY of a sum equal to the excess of the fair
market value of the leasehold interest, exclusive of the land value, at the date
of exercise of the option over $60,000. The fair market value shall be
determined by an appraisal to be performed by an MAI or such other qualified and
properly licensed person as shall be agreed upon by the parties. If the parties
shall not agree on the appraiser within 10 days prior to the end of the year
next prior to the end of the rental period, then each shall appoint a qualified
appraiser, the two thus named shall appoint a third, and the appraisal amount
agreed to by the three (or a majority of them) shall be binding upon the
parties. If either party refuses or fails to appoint an appraiser, the other may
select one after 15 days' prior notice in writing to the defaulting party, who
shall be bound by the appraisal result.

(b) It is agreed that Melvyn J. Katzen, M.D., and Jullian A.
Katzen, his wife, are the sole stockholders of ONCOLOGY at the date hereof. In
the event of the death of

- 4 -
<PAGE> 5

Melvyn J. Katzen, M.D., or loss of his medical staff privileges in MEDICAL
CENTER at any time during the term of this lease, MEDICAL CENTER shall purchase
and the stockholders shall sell the entire leasehold interest as provided in (a)
above but only in the event at such time Melvyn Katzen, M.D., and Jillian A.
Katzen, his wife, shall be the owners of all of said stock.

7. If the premises are totally destroyed by fire, this agreement
shall terminate as of the date of destruction, and the parties shall thereafter
be discharged from liability hereunder. If the said premises are partially
destroyed by such casualty, ONCOLOGY shall repair them within 120 days of the
partial destruction. The rent will be reduced to the extent repair operations
interfere with the operations of ONCOLOGY. If the repairs cannot be made within
90 days, and the parties cannot agree on a longer time, either party may
terminate this agreement upon 15 days' notice in writing to the other.

8. MEDICAL CENTER reserves the right to enter on the premises at
reasonable times to inspect them and to perform required maintenance and repairs
to the exterior of the existing office building. MEDICAL CENTER may erect
scaffolding, fences and similar structures, post relevant notices and place
movable equipment in connection with making alterations, additions or repairs,
all without incurring liability to ONCOLOGY for disturbance of quiet enjoyment
of the premises or loss of occupation thereof.

9. ONCOLOGY shall not assign this lease or sublet the premises, or
any right or privilege connected therewith, or allow

- 5 -
<PAGE> 6

any other person except agents and employees of ONCOLOGY to occupy the premises
or any part thereof without first obtaining the written consent of MEDICAL
CENTER. A consent by MEDICAL CENTER shall not be a consent to a subsequent
assignment, sublease or occupation by other persons. An unauthorized assignment,
sublease or license by ONCOLOGY shall be void. The interest of ONCOLOGY in this
lease is not assignable by operation of law without the written consent of
MEDICAL CENTER.

10. The appointment of a receiver to take possession of the assets
of ONCOLOGY, a general assignment for the benefit of the creditors of ONCOLOGY,
any action taken or allowed to be taken by ONCOLOGY under any bankruptcy act,
the abandonment or vacation of the demised premises by ONCOLOGY, or the failure
of ONCOLOGY to comply with each and every term and condition of this lease shall
constitute a breach of this lease. ONCOLOGY shall have fifteen (15) days after
receipt of written notice from MEDICAL CENTER of any breach to correct the
conditions specified in the notice, or if the corrections cannot be made within
the fifteen (15) day period, ONCOLOGY shall have a reasonable time to correct
the default if action is commenced by ONCOLOGY within fifteen days after receipt
of the notice.

MEDICAL CENTER shall have the right to terminate and cancel this
agreement, as well as all of the right, title or interest of ONCOLOGY hereunder,
upon giving fifteen days notice of the cancellation and termination, in the
event any breach of the terms of this paragraph 11 shall not be cured as herein
required.

- 6 -
<PAGE> 7

11. The parties understand that the demised premises are presently
encumbered by a first mortgage made by MEDICAL CENTER, and that this lease is
subordinate to the lien thereof.

12. This lease, or a memorandum hereof, may be made a matter of
public record.

IN WITNESS WHEREOF, the Lessor has caused these presents to be
executed in its name by its duly authorized officer, and its corporate seal to
be affixed, and Lessee has caused these presents to be executed in its name by
its President, and its corporate seal to be affixed, the day and year first
above written.

ADVENTIST HEALTH SYSTEM/
Signed, sealed and delivered SUNBELT, INC., a Florida
in the presence of: corporation, d/b/a Medical
Center Hospital

/s/ By:/s/
- --------------------------------- ---------------------------------
LESSOR

/s/
- ---------------------------------
as to Lessor
(CORPORATE SEAL)

ONCOLOGY ASSOCIATES AT PUNTA
GORDA, INC.

/s/ By:/s/
- --------------------------------- ---------------------------------
LESSEE

/s/
- ---------------------------------
as to Lessor
(CORPORATE SEAL)

- 7 -
<PAGE> 8

ASSIGNMENT OF LEASE

THIS ASSIGNMENT is made by and between Oncology Associates at Punta
Gorda, Inc., a corporation under the laws of Florida ("Assignor"), and Punta
Gorda Building Associates, ("Assignee"), a Florida partnership, as designee of
Charlotte County Radiation Therapy Regional Center, Inc., under the following
circumstances:

A. Assignor is the tenant under a certain Lease (the "Lease") dated
December 1, 1980, by and between Adventist Health System/Sunbelt, Inc., a
corporation d/b/a Medical Center Hospital ("Hospital") and Assignor, relating to
the real property commonly known as the Oncology Center at 733 E. Marion in
Punta Gorda, Florida.

B. Assignor desires to assign its interests in the Lease to
Assignee, and Assignee desires to assume the interests of Assignor in the Lease.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. For valuable consideration, the receipt of which is
hereby acknowledged, Assignor hereby sells, assigns and transfers to Assignee
all of Assignor's right, title and interest under and in the Lease.

SECTION 2. Assignor covenants that Assignor has performed all of its
obligations under the Lease which are to be performed before the effective time
of this Assignment, and Assignor further agrees to indemnify and hold Assignee
harmless from any and all such obligations.

SECTION 3. Assignee hereby assumes all of the obligations of
Assignor under the Lease which, pursuant to the terms and provisions of said
Lease, are to be performed on and after the effective time of this Assignment;
and Assignee further agrees to indemnify and hold harmless Assignor from any and
all such obligations.

SECTION 4. The effective date of this Assignment shall be August 9,
1990.

SECTION 5. For purposes of notices under the Lease, the address of
the Assignee is 3175 Harbor Boulevard, Port Charlotte, Florida 33952.

SECTION 6. This Assignment shall be binding upon and shall operate
to the benefit of the parties hereto and their respective successors, assigns,
heirs and legal representatives.

<PAGE> 9

IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the day and year first written above.

Signed and acknowledged ONCOLOGY ASSOCIATES AT PUNTA
in the presence of: GORDA, INC.

/s/ By:/s/ Melvyn J. Katzen, M.D.
- ------------------------------------- ----------------------------
Name: Melvyn J. Katzen, M.D.
-------------------------------- Its President

/s/ Robert E. Rich
- -------------------------------------
Name:
-------------------------------- PUNTA GORDA BUILDING
ASSOCIATES

/s/Roberta Hernley By:/s/Daniel E. Dosoretz, M.D.
- ------------------------------------- ----------------------------
Name: Roberta Hernley Daniel E. Dosoretz, M.D.
-------------------------------- Its Authorized Partner

/s/ Catherine R. McCabe
---------------------------------
Name: Catherine R. McCabe
-------------------------------

STATE OF FLORIDA )
) SS:
COUNTY OF CHARLOTTE )

The foregoing instrument was acknowledged before me this 9th
day of August, 1990, by Melvyn J. Katzen, M.D., President of Oncology Associates
at Punta Gorda, Inc., a corporation under the laws of Florida, on behalf of the
corporation.

/S/
----------------------------------------------
Notary Public

- 2 -

<PAGE> 10

STATE OF FLORIDA )
) SS:
COUNTY OF CHARLOTTE )

The foregoing instrument was acknowledged before me this 9th day of
August, 1990, by Daniel E. Dosoretz, M.D., a general partner of PUNTA GORDA
RADIATION ASSOCIATES, a Florida general partnership, on behalf of the
partnership.

/s/ Roberta Hernley
----------------------------------------------
Notary Public

CONSENT TO ASSIGNMENT

The undersigned, MEDICAL CENTER HOSPITAL, as landlord in the Lease
referred to in the foregoing Assignment of Lease, hereby consents to the
Assignment of Lease and releases Oncology Associates at Punta Gorda, Inc., from
its obligations under the Lease which accrue on or after the effective time
specified in Section 4.

ADVENTIST HEALTH SYSTEM/SUNBELT,
INC. d/b/a MEDICAL CENTER HOSPITAL

By:/s/ James R. Orr, Jr.
-------------------------------------------

Name: James R. Orr, Jr.
-----------------------------------------

Title: President
----------------------------------------

This instrument prepared by:

Robert E. Rich
Taft, Stettinius & Hollister
1800 Star Bank Center
Cincinnati, OH 45202
(513) 381-2838

- 3 -
<PAGE> 11
Exhibit A - Legal Description

TRIPLE NET LEASE

1. SPACE:
-----

PUNTA GORDA BUILDING ASSOCIATES, a Florida general partnership, whose
address is 3175 Harbor Boulevard, Port Charlotte, Florida 33952 (the
"Landlord"), subject to the terms hereinafter set forth, does hereby lease to
CHARLOTTE COUNTY RADIATION THERAPY REGIONAL CENTER, INC., whose address is 3175
Harbor Boulevard, Port Charlotte, Florida 33952 (the "Tenant"), the real
property and improvements thereon commonly known as the Oncology Center at 733
E. Marion in Punta Gorda, Florida, as more completely described in Exhibit A
attached hereto (the "Property").

2. TERM:
----

A. INITIAL TERM. The initial term of this Lease shall commence on
August 9, 1990, and shall end at 11:59 p.m. on August 31, 1995, unless extended
pursuant to the terms hereof or unless sooner terminated as hereinafter
provided.

B. RENEWAL OPTIONS. Tenant shall have two (2) successive options to
renew the term of this Lease, each for a renewal period of five (5) years. If at
any time the term of this Lease expires or is terminated, all remaining renewal
options shall be void. Each option shall be exercisable by written notice to
Landlord, given at least six (6) months prior to the time that the term of this
Lease would otherwise have expired. As used in this Lease, the "term" of the
Lease means the initial term and all applicable renewal terms.

3. RENT:
----

A. INITIAL RENT. On the commencement date of this Lease, Tenant shall
pay Landlord rent calculated at the rate of Two Hundred Eighteen Dollars
($218.00) per day, plus applicable Florida sales tax from such commencement date
to and through August 31, 1990.

B. ANNUAL BASE RENT. (i) Commencing on September 1, 1990, Tenant agrees
to pay Landlord as base rent ("Annual Base Rent") the sum of Eighty One Thousand
Dollars ($81,000.00) per annum, plus applicable Florida sales tax, payable
without demand or setoff in lawful money of the United States, in equal monthly
installments of Six Thousand Seven Hundred Fifty Dollars ($6,750.00) each, plus
applicable Florida sales tax in the amount of $405 each month, in advance, on
the first day of each month during the term of this Lease.

<PAGE> 12

(ii) Effective on September 1, 1991, and on the same day of each year
thereafter during the term of this Lease, the Annual Base Rent shall be adjusted
to reflect any increase in the Consumer Price Index for All Urban Consumers-All
Items (1982-84=100) (All Areas), as published from time to time by the Bureau
of Labor Statistics of the United States Department of Labor ("CPI"); provided,
however, that the Annual Base Rent as adjusted shall not be more than five
percent (5%) (the "Maximum Adjustment Factor") of the Annual Base Rent
immediately preceding any particular adjustment date. If the CPI is discontinued
or not available, Landlord shall designate a comparable index published by a
governmental agency or responsible periodical. The CPI values which shall be
compared in determining the increase in the CPI for any adjustment date shall be
that index most recently published as of 30 days prior to the adjustment date,
and the index for the corresponding month in the preceding year. As an example,
if the effective date for CPI increases were January 1 of each year, the formula
to compute the Annual Base Rent effective January 1, 1995 would be as follows:

ANNUAL BASE RENT for 1995 equals the amount described in I, unless II or III
applies:

I. Annual Base Rent for 1994 times the CPI most recently
published as of December 1, 1994 (probably the CPI
for October, 1994), divided by the CPI for the same
month (in this case, October) in 1993.

II. Annual Base Rent for 1994 times the Maximum
Adjustment Factor, if the amount so computed is less
than the amount computed under I.

III. Annual Base Rent for 1994, if use Of I. would result
in a decrease (i.e., if in this example the CPI for
October 1994 is less than the CPI for October 1993).

C. ADDITIONAL RENT: (i) This is a "net lease" (a "carefree lease" for
Landlord), and Tenant agrees to pay, as Additional Rent, all real estate taxes
and installments of assessments levied against the Property during the term
hereof and all other costs or charges arising in connection with the Property,
including, without limitation, all costs of maintenance, repair, replacement and
insurance. Unless Landlord directs Tenant to make such payments directly to the
taxing authority, all such real estate taxes and assessments shall be paid to
Landlord as Additional Rent at least ten (10) days before the same would become
delinquent.

(ii) If Tenant shall default in performing any of its obligations
hereunder, Landlord, at its option, may cure such

- 2 -

<PAGE> 13

default and all costs and expenses of Landlord in curing such default or in
resisting any third-party claim (including, without limitation, attorneys' fees)
shall constitute Additional Rent hereunder and shall be due and payable by
Tenant within 10 days after written demand therefor is made by Landlord.

(iii) If any installment of the Annual Base Rent or the Additional
Rent, or any other sum owing by Tenant to Landlord under this Lease, is not paid
when due and payable or within 10 days thereafter, at Landlord's option, a late
charge of 5% of the amount past due shall be immediately due and payable.

(iv) If the present method of real estate taxation or assessment should
be changed so that there would be substituted for the whole or any part of the
real estate taxes or assessments now or hereafter imposed on the Property or any
part thereof, a capital tax or other tax imposed on the rent received by
Landlord from Tenant, such other tax, to the extent that it is so substituted,
shall be included in determining Landlord's real estate tax bill for the
relevant years, and shall be paid by Tenant.

4. USE AND CARE OF DEMISED PREMISES:
--------------------------------

A. Tenant shall use and occupy the Property only for medical diagnosis
and treatment and medical and general office purposes, and for accessory uses
customarily incidental thereto. Tenant, at its expense, shall comply with all
laws, ordinances, rules and regulations of governmental authorities having
jurisdiction, and the rules and regulations of the National Board of Fire
Underwriters (or other body exercising similar functions) relating to Tenant's
use and occupancy of the Property. Tenant shall not use or permit the use of the
Property for any illegal purposes.

B. Tenant agrees that the Property shall be used and occupied in a
careful, safe and proper manner, that no nuisance nor any trade or occupation
which is known in insurance as extra or especially hazardous shall be permitted
therein, and that no waste shall be committed or permitted upon the Property.

C. Tenant shall keep the Property in a clean and neat condition and
shall provide its own janitorial service.

5. REPAIRS AND MAINTENANCE:
-----------------------

Tenant, from time to time, at its expense, shall make all necessary
repairs and perform all necessary maintenance to the Property and the land and
building improvements constituting a part thereof, including, without
limitation, all structural repairs and replacements. Landlord's reasonable
determination that repairs or maintenance are necessary shall be binding on
Tenant.

- 3 -

<PAGE> 14

6. REMODELING AND LIENS:
--------------------

A. Tenant shall make no material alterations in or additions or
improvements to the Property without first obtaining the written consent of
Landlord, and all alterations, additions and improvements made by Tenant shall
become the absolute property of Landlord on the termination of this Lease or the
vacation of the Property by Tenant unless Landlord elects to require Tenant to
remove the same.

B. Any liens filed against the Property in connection with alterations,
renovations, additions or improvements by Tenant or any other liens filed
against the Property by, through or under the Tenant shall be removed by Tenant,
at its expense, within 30 days of filing.

7. UTILITIES:
---------

Tenant, at its expense, shall obtain and pay for all necessary or
required utility and other services for the Property. Landlord shall not be
liable for any damages Tenant may suffer because of any unavailability of or
interruption or other deficiency in such services.

8. INSPECTION:
----------

Tenant agrees to permit persons authorized by Landlord to inspect the
Property at any reasonable time for any proper purpose, including, without
limitation, review of compliance with Tenant's obligations hereunder and
inspection by a prospective purchaser, mortgagee or tenant of the Property;
however, Landlord shall have no duty to inspect.

9. INDEMNITY AND INSURANCE:
-----------------------

A. Tenant covenants at all times to save Landlord harmless from all
expenses, losses, costs, claims, liability or damages (hereinafter called
"Damages") relating to the Property including, without limitation, Damages that
may occur or be claimed with respect to any party, person or persons, entity,
property or chattels on or about the Property, or to the Property itself
resulting from any act done or omission by or through the Tenant, or resulting
from the Tenant's use, non-use possession of the Property, and any and all
Damages resulting therefrom, except such Damages as may result from and be
caused by the deliberate misconduct or gross negligence of Landlord.

B. (i) Tenant shall obtain and maintain, at Tenant's sole cost and
expense, but for the mutual benefit of Landlord and Tenant, comprehensive
general liability insurance with bodily injury and property damage liability
coverage in an amount to be reasonably determined, from time to time, by
Landlord. Landlord, Tenant and any mortgagee of the Property, shall be the

- 4 -

<PAGE> 15

named insureds on each such policy(ies). Landlord's determination of the amount
of coverage is for Landlord's benefit, and does not constitute a representation
of sufficiency to Tenant or any third party.

(ii) Tenant, at its expense, shall also obtain fire and extended
coverage insurance for the Property in the amount equal to the replacement cost
of the Property, naming Landlord, Tenant and any mortgagee of the Property as
insureds, as their interests may appear.

(iii) All such policies of insurance shall be written by responsible
and accredited companies of recognized standing authorized to do business in the
State of Florida, shall be written in standard form and shall provide that the
policies shall not be cancelable except upon 30 days written notice to Landlord
and any mortgagee of the Property. In addition such policies shall cover such
loss contingencies and hazards as are commonly covered in policies issued on
similar properties in the area of the Property, or as may otherwise be required
by any mortgagee of the Property. Tenant shall deliver to Landlord a copy of
such policies or insurance binders acceptable to Landlord upon the execution of
this Lease, and a copy of any renewal policy shall be delivered to Landlord and
to any mortgagee of the Property at least 15 days prior to the termination date
of any expiring policy. Such policies shall be delivered endorsed "Premiums
Paid" by the company or agency issuing the same or be accompanied by other
evidence satisfactory to Landlord that the premiums thereon have been paid. Each
and every mortgagee of the Property shall agree to disburse, in accordance with
its standard construction loan practices, amounts it receives from fire and
extended coverage insurance policies for use by Tenant in repairing, rebuilding
or reconstructing the Property in accordance with the obligations of Tenant
hereunder.

10. PERSONAL PROPERTY; LOSS OF BUSINESS:
-----------------------------------

All personal property of every kind and description that may at any
time be in, at or on the Property shall be kept in, at or on the Property at
Tenant's sole risk, or at the risk of those claiming under Tenant. Landlord
shall not be liable for, without limitation, any damage to said personal
property or or any loss secured by the business or occupation of Tenant however
arising, whether from the bursting, overflowing or leaking of water, sewer or
steam pipes, from the heating, air conditioning or plumbing fixtures, from
electric wires, from gas or odors, or whether caused by another person in the
Property or caused in any other manner whatsoever except such as may result from
and be caused by the deliberate misconduct or gross negligence of the Landlord.

- 5 -

<PAGE> 16

11. DAMAGE BY FIRE OR OTHER CASUALTY:
--------------------------------

A. If the Property is so damaged by fire or other casualty that it
cannot reasonably be repaired within 120 days after the casualty, Landlord, at
its option, may (1) terminate the term of this Lease by written notice to
Tenant, in which event rent shall be prorated as of the date of the fire or
other casualty, if Tenant vacates the Property at that time, or up to such date
thereafter that Tenant vacates the Property, or (2) require Tenant to promptly
repair and reconstruct the Property to substantially the same condition, or
better, as existed immediately prior to such casualty loss. For that purpose,
Landlord shall make available to Tenant the insurance proceeds, if any, relating
to such casualty loss, but Tenant's obligation to repair and reconstruct is not
limited by the amount of insurance proceeds. Landlord may provide for the
payment of such insurance proceeds in a manner which assures Landlord of
satisfactory, lien-free completion of such repair or reconstruction.

B. If the Property is damaged by fire or other casualty but to a lesser
extent than specified in Paragraph A, Tenant shall promptly repair and
reconstruct the Property to substantially the same condition, or better, as
existed immediately prior to such casualty loss. For that purpose, Landlord
shall make available to Tenant the insurance proceeds, if any, relating to such
casualty loss, but Tenant's obligation to repair and reconstruct is not limited
by the amount of insurance proceeds. Landlord may provide for the payment of
such insurance proceeds in a manner which assures Landlord of satisfactory,
lien-free completion of such repair or construction.

C. Rent shall not be abated or reduced during any period in which the
Property is being repaired or reconstructed or is otherwise untenantable, except
after any termination of the Lease as provided in Paragraph A.

12. EMINENT DOMAIN:
--------------

A. If the Property or any part thereof is condemned or appropriated by
any public authority during the term of this Lease in a manner so as to affect
materially and adversely the use thereof by Tenant, Landlord, at its option, may
(1) terminate this Lease by written notice to Tenant, in which event such rent
as shall be due from Tenant to Landlord to the date of the taking of possession
of the Property by the condemning or appropriating authority, if Tenant wholly
vacates the Property at that time, or up to such date thereafter that Tenant
wholly vacates and ceases to use the Property, shall be paid by Tenant to
Landlord at the rate herein provided, or (2) require Tenant to repair and
reconstruct the Property to as nearly as practicable the same condition, or
better, as existed immediately prior to such taking

- 6 -

<PAGE> 17

of possession, in which event Landlord shall deliver the proceeds relating to
such condemnation or appropriation to Tenant. (Landlord may provide for the
payment of such proceeds in a manner which assures Landlord of satisfactory,
lien-free completion of such repair Or construction.)

B. If the Property or any part thereof is condemned or appropriated by
any public authority during the term of this Lease in a manner which does not
materially and adversely affect the use thereof by Tenant, Tenant shall repair
and reconstruct the Property to as nearly as practicable the same condition, or
better, as existed immediately prior to such taking of possession, in which
event Landlord shall deliver the proceeds relating to such condemnation or
appropriation loss to Tenant. (Landlord may provide for the payment of such
proceeds in a manner which assures Landlord of satisfactory, lien-free
completion of such repair or construction.)

C. As long as the term of this Lease remains in effect, rent shall not
be abated during or after the period in which the Property is being repaired or
reconstructed. Landlord shall be entitled to receive, and except for proceeds to
be delivered to Tenant as provided above, Landlord shall retain as its sole
property, all proceeds of any condemnation award for, or relating to, the
Property (including the leasehold created hereby), but Tenant may make a
separate claim against the condemning authority for the value of its trade
fixtures and costs of relocation.

13. ABANDONMENT:
-----------

Should Tenant abandon the Property, Landlord may enter the same, using
such force as may be necessary, and change the locks on the doors, all without
liability to Tenant. Thereafter Landlord may use the Property for any desired
purpose, with or without terminating this Lease in accordance with provisions of
this Lease concerning default.

14. ABANDONED PROPERTY:
------------------

Should Tenant leave any property in the Property after the termination
of this Lease for whatever cause, or after the abandonment of the Property by
Tenant, then at Landlord's option, (i) such property shall become the sole
property of Landlord without any liability on the part of Landlord to account
for the proceeds from the disposition, if any, of the property, or (ii) Landlord
may remove and destroy or discard such property, and Tenant shall reimburse
Landlord for all expenses incurred in doing so.

15. DEFAULT
------

A. Should Tenant fail to pay any installment of Annual Base Rent, or
any Additional Rent, or any other sum herein

- 7 -

<PAGE> 18

required to be paid to Landlord within 10 days after such payment is first due
and payable; or should Tenant abandon or vacate the Property before the end of
the term of this Lease; or should Tenant fail to maintain any required
insurance; or should Tenant fail to perform any covenant or to comply with any
condition herein provided to be performed or complied with by it (other than the
payment of money and maintenance of insurance) within 30 days after receipt by
Tenant of written notice thereof from Landlord (or, in the event such failure
can be removed or corrected, but cannot be removed or corrected within such
30-day period, in the event Tenant does not commence to remove or correct such
failure with said 30-day period and thereafter diligently pursue such removal or
correction to completion); or should any proceeding in bankruptcy or under any
State or Federal law relating to the relief of debtors be filed by or against
Tenant; or should a receiver be appointed of any of the property of Tenant so as
to directly affect the fulfillment of the obligations of Tenant hereunder; then
and in any such event (herein called a "default") Landlord, at its option,
immediately or at any time during the continuation of such default may (i)
terminate Tenant's right to possession of the Property without terminating this
Lease, and thereupon Landlord may enter and retake the Property without further
notice or demand and may, without being required to, relet the Property as agent
of Tenant for the balance of the term and receive the rent therefor, applying
the same first to the payment of expenses of such re-entering and reletting and
then to the payment of all rent due or to become due under the terms of this
Lease, and Tenant shall pay any deficiency, or (ii) declare this Lease
terminated. In retaking possession of the Property, Landlord may use such force
as may be necessary so long as the conduct of Landlord does not constitute a
breach of peace.

B. If Tenant is in default hereunder, then, at the option of the
Landlord, the Annual Base Rent for the entire remaining term of this Lease shall
become immediately due and payable and in case Tenant is declared bankrupt or
voluntarily offers to creditors terms of composition, or in case a receiver is
appointed to take charge of and conduct the affairs of Tenant, or if an order
for relief is granted for or against Tenant, such claim for unpaid installments
of rent due under this Lease shall constitute a debt provable in bankruptcy or
receivership.

C. To the maximum extent permitted by law, Tenant covenants and agrees
to pay and discharge all reasonable costs and expenses that shall be incurred by
Landlord, including attorney's fees, in enforcing the covenants and agreements
of this Lease.

16. CUMULATIVE REMEDIES:
--------------------

The remedies to which Landlord may resort under this Lease
are cumulative and are not intended to be exclusive of, and

- 8 -

<PAGE> 19

Landlord shall be entitled to exercise, any other remedy to which Landlord may
be entitled by law or in equity. The failure of Landlord to insist in any one or
more cases on strict performance of any provision of this Lease or to exercise
any right herein contained shall not constitute a waiver in the future of such
right. Acceptance by Landlord of rent or other payment or acceptance of
performance required herein with knowledge of a breach by Tenant of any
provision hereof shall not constitute a waiver of such breach, nor shall any
acceptance of rent or other payment in a lesser amount than herein provided for
operate or be construed in any other manner other than as a payment on account
of the earliest rent or other charge then unpaid by Tenant.

17. SUBLEASE OR ASSIGNMENT:
----------------------

Tenant may not assign this Lease or sublet all or any part of the
Property without the prior written consent of Landlord, which consent shall not
be withheld unreasonably, and approval by Landlord of any such assignment or
subletting shall not relieve Tenant of any obligations hereunder.

18. SURRENDER:
---------

Except as otherwise specifically provided herein, Tenant agrees to
surrender to Landlord the Property upon the expiration or termination of this
Lease, in as good condition and repair as the same shall be at the commencement
of the term provided for herein, ordinary wear and tear excepted. No tenancy of
any duration, other than a tenancy at will, shall be created by Tenant's holding
over beyond the end of said term.

19. TRADE FIXTURES:
--------------

Not later than the expiration or termination of the term of this Lease,
Tenant may remove all of the trade fixtures and signs owned by Tenant which can
be removed without injury to or defacement of the Property, provided all rents
have been paid in full and all damage to the Property is promptly repaired.

20. SUBORDINATION:
-------------

This Lease shall be subordinate to the lien of each and every mortgage
or deed of trust of the Property or any part thereof made by Landlord, whether
previously or hereafter made, unless the holder of any such mortgage or deed of
trust elects by recorded instrument that this Lease shall be prior to such
mortgage or deed of trust. Such subordination shall be self-executing and
effective without any further action by Tenant or Landlord; provided, that
Tenant shall not be required to subordinate its interest under this Lease to the
lien of any mortgage or deed of trust hereafter made unless the mortgagee shall
execute a Subordination, Attornment and Nondisturbance Agreement which shall
provide in substance that this Lease shall not be terminated so long as Tenant
is not in default of its

- 9 -

<PAGE> 20

obligations hereunder and that Tenant shall attorn to such mortgagee or its
successor in interest upon foreclosure or sale. Tenant agrees, from time to
time, immediately upon request by Landlord, promptly to execute such
instruments, certificates and tenant estoppel letters as may be requested by
Landlord to evidence and confirm such subordination and promptly to deliver such
instruments, certificates and letters to mortgagees or prospective mortgagees
designated by Landlord.

21. COVENANT OF QUIET ENJOYMENT:
---------------------------

Landlord covenants that Tenant, having performed its covenants and
obligations herein set forth, shall have quiet and peaceable possession of the
Property on the terms and conditions herein provided, free and clear of any
claim by, from, through or under any person lawfully claiming an interest in the
Property from or through Landlord.

22. BENEFITS:
--------

The terms, provisions and conditions of this Lease shall inure to the
benefit of and be binding upon the respective successors and assigns of Landlord
and Tenant, but no assignment made by Tenant contrary to the provisions of this
Lease shall vest in any assignee any right, title or interest in or to this
Lease or the Property, or any part thereof.

23. NOTIFICATION:
------------

Notices required or permitted to be given under this Lease shall be
sent by registered or certified mail, return receipt requested, postage prepaid,
at the addresses first set forth above, or to such other addresses as may be
designated by either party to the other by like mailing.

24. SEVERABILITY:
------------

If any clause or provision of this Lease is illegal, invalid or
unenforceable, then it is the intention of the parties that the remainder of
this Lease shall not be affected thereby, and in lieu of each clause or
provision of this Lease that is illegal, invalid or unenforceable, there shall
be added as a part of this Lease a clause or provision as similar in terms to
such illegal, invalid, or unenforceable clause or provision as may be possible
and be legal, valid and enforceable. If such invalid provision is, in the
reasonable determination of Landlord, essential to this Lease, Landlord has the
right to terminate this Lease on written notice to Tenant.

25. TIME:
----

Time is of the essence with respect to all obligations and rights of
the parties under this Lease.

- 10 -

<PAGE> 21

26. FLORIDA LAW:
-----------

This Lease shall be governed by and construed in accordance with the
laws of the State of Florida.

27. MEMORANDUM OF LEASE:
-------------------

A memorandum of lease in proper form for recording purposes shall be
executed upon request by either party. This Lease shall not be recorded.

IN WITNESS WHEREOF, this Lease has been executed this 11 day of SEPT. ,
1990.

Signed and acknowledged
in the presence of:
(as to Landlord) Landlord:
PUNTA GORDA BUILDING ASSOCIATES,
a Florida general partnership

/s/ Deborah L. Derkits By: /s/ Daniel Dosoretz
- --------------------------------- ---------------------------------

Printed Name: Deborah L. Derkits Printed Name: Daniel E. Dosoretz, M.d.
------------------- -----------------------

/s/ Maureen A. Baldwin Title: Partner
- --------------------------------- ------------------------------

Printed Name: Maureen A. Baldwin
-------------------

(as to Tenant) Tenant:
CHARLOTTE COUNTY RADIATION THERAPY
REGIONAL CENTER, INC.

/s/ Deborah L. Derkits By: /s/ Daniel Dosoretz
- --------------------------------- ---------------------------------

Printed Name: Deborah L. Derkits Printed Name: Daniel E. Dosoretz, M.d.
------------------- -----------------------

/s/ Maureen A. Baldwin Title: Partner
- --------------------------------- ------------------------------

Printed Name: Maureen A. Baldwin
-------------------

- 11 -

<PAGE> 22

STATE OF FLORIDA )
) SS:
COUNTY OF CHARLOTTE )

The foregoing instrument was acknowledged before me this 11 day of
SEPT. , 1990, by Daniel E. Dosoretz, M.D., an authorized partner of PUNTA GORDA
BUILDING ASSOCIATES, a Florida general partnership, on behalf of the
partnership.

/s/ Sandrah K. Mcfarland
----------------------------------------------
Notary Public

STATE OF FLORIDA )
) SS:
COUNTY OF CHARLOTTE )

The foregoing instrument was acknowledged before me this 11 day of
SEPT. , 1990, by Daniel E. Dosoretz, M.D., President of CHARLOTTE COUNTY
RADIATION THERAPY REGIONAL CENTER, INC., a corporation organized under the laws
of the State of Florida, on behalf of the corporation.

/s/ Sandrah K. Mcfarland
----------------------------------------------
Notary Public

This instrument prepared by:

Patricia D. Braxton, Esq.
Taft, Stettinius & Hollister
1800 Star Bank Center
Cincinnati, Ohio 45202
(513) 381-2838

- 12 -

<PAGE> 1
EXHIBIT 10.6

SUB-SUBLEASE

THIS SUB-SUBLEASE, made as of this 14th day of May, 1996, by and
between CTI OF NEW YORK, INC., a New York Corporation ("CTI"), and YONKERS
RADIATION MEDICAL PRACTICE, P.C. ("YRMP"), a New York corporation, having its
principal place of business at, 138 South Broadway, Yonkers, New York.

W I T N E S S E T H:
--------------------

WHEREAS, CTI hereby represents and warrants that it has sublet the
ground floor of the building located at 138 South Broadway, Yonkers, New York
(the "Premises") pursuant to that certain Sublease (the "Sublease") dated May
17, 1995, by and between St. Josephs Hospital, Yonkers (the "Sublessor"), as
Sublessor and CTI of New York, Inc., as Sublessee, a copy of which Sublease is
attached hereto as Exhibit "A"; and

WHEREAS, CTI represents and warrants that said Sublease is in full
force and effect and that no defaults thereunder have occurred or, to the best
of its knowledge, are threatened; and

WHEREAS, YRMP desires to sub-sublet the Premises and CTI is willing to
sub-sublet the Premises to YRMP on the terms and conditions hereinafter set
forth; and

WHEREAS, CTI has deposited with Sublessor the sum of $10,000 as
security for performance of its obligations under the Sublease.

NOW, THEREFORE, CTI, for and in consideration of the rents, covenants
and agreements hereinafter contained on the part of

- 1 -

<PAGE> 2

YRMP to be paid, kept and performed, does hereby sub-sublet and demise unto
YRMP, and YRMP hereby takes and hires from CTI, the Premises together with all
personal property and fixtures now installed or to be installed at the Premises,

TO HAVE AND TO HOLD the same unto YRMP, its successors and assigns for
a term to commence on May __, 1996 (the "Commencement Date") and to expire on
April 30, 2003, subject to the Sublease and upon the rentals, terms, covenants
and conditions hereinafter set forth,

AND CTI and YRMP hereby further agree as follows:

RENTAL PAYMENTS
---------------

1. The recitals set forth above are true and correct and are hereby
incorporated into this Sub-sublease by reference.

2. YRMP covenants and agrees to pay CTI an annual base rental of
$139,677.50 for the first year of the term hereof payable in equal monthly
installments of $11,639.79, plus sales tax, if any, which installments shall be
payable to CTH monthly, in advance on or before the 1st day of each month for
which the rent is otherwise due. YRMP's obligations to commence shall begin on
the Commencement Date with CTI remaining responsible for its obligations to pay
rent under the Sublease attached hereto as Exhibit "A". The annual base rent due
and payable hereunder in the second through seventh years is set forth on
Schedule "A" attached hereto and made a part hereof.

- 2 -

<PAGE> 3

3. YRMP shall not be responsible for the payment of any real estate
taxes or assessments, or any portion of any such real estate taxes or
assessments during the term of this Sub-sublease. YRMP will, however, be solely
responsible for the payment of all utilities, including metered water charges,
to that portion of the Premises occupied by YRMP.

TERMS AND CONDITIONS
--------------------

4. This Sub-sublease is subject to the terms, provisions and covenants
of that certain Sublease (see Exhibit "A") dated May 17, 1995, by and between
St. Josephs Hospital, Yonkers as Sublessor and CTI of New York, Inc., as
Sublessee, and YRMP shall hereby enjoy all of the benefits and assume all of the
obligations of CTI set forth therein.

5. Notwithstanding the provisions of paragraph 4, above, CTI hereby
reserves the right for itself and for 138/Fourth Avenue Corp., as Landlord (the
"Landlord"), under that certain Lease dated December 1994 (the "Lease"), a copy
of which is attached hereto as Exhibit "B", to enter the Premises, said right
inuring to the benefit of the Landlord as well as to CTI.

6. With respect to any work, services, repairs, repaintings and
restoration or the performance of other obligations required of the Landlord
under the Lease, CTI's sole obligations with respect thereto shall be to request
the same upon the request of YRMP and to use its best efforts to obtain the same
from the Landlord.

- 3 -

<PAGE> 4

7. Each party hereto agrees to perform and comply with the terms and
provisions, covenants and conditions of the Lease and the Sublease, and not to
do, suffer or permit anything to be done that would result in a default or cause
the Sublease and/or the Lease to be terminated or forfeited.

8. In connection with any alterations desired to be made by YRMP, the
terms of the Lease shall apply. In addition, YRMP shall also obtain CTI's
written consent prior to making any such alterations, which consent CTI agrees
to not unreasonably withhold.

9. Absent the prior written approval of CTI, YRMP shall have no right
to assign or transfer its interest under this Sub-sublease to any third party
or entity not affiliated, controlled, managed, owned by, or under common control
with, YRMP.

10. If YRMP shall fail to pay the rent as provided herein, then CTI
may, unless YRMP shall have cured such default within 10 days after written
notice thereof from CTI, exercise any of the remedies of the Landlord set forth
in Paragraphs 17, 18 and 19 of the Lease, and YRMP shall remain liable to the
extent provided therein.

11. YRMP may use the Premises solely for the purposes identified in
Paragraph 45 of the Lease.

12. CTI's rights under the Sublease and the Lease (excepting rights as
are personal to CTI) may be enforceable against the Sublessor and the Landlord
by YRMP on behalf of CTI; provided, however, that YRMP shall advise CTI, in
writing, before taking any action to enforce such rights.

- 4 -

<PAGE> 5

13. YRMP agrees and covenants to protect, indemnify and hold CTI, its
agents, officers, employees and affiliates harmless from any and all claims,
suits liability and damages or expenses, including legal fees and costs, at the
pre-trial, trial and appellate levels, by reason of any injury or injuries
sustained by anyone or to the Premises, including injuries caused by leakage of
radiation arising during the term of this Sub-sublease or occurring during
YRMP's use and occupancy of the Premises.

14. During the term of this Sub-sublease or any extension thereof, YRMP
shall maintain, at its sole cost and expense, property damage and personal
liability insurance, which policies name CTI, Sublessor and Landlord as an
additional insured. Said policies shall provide personal injury coverage of at
lease $3,000,000 in the aggregate and $1,000,000 per individual, and $500,000
for property damage. Said insurance limits have been agreed to by CTI based upon
YRMP's representation that it will require all physicians working at the
Premises to carry their own individual insurance with personal injury and
property damage coverage of no less than those amounts provided under YRMP's
insurance policies. Each of said policies shall also provide that CTI, Sublessor
and Landlord be notified in writing by the insurer 30 days prior to any
cancellation or termination of said policies. In the event YRMP fails to
maintain such coverage during the term of this Sub-sublease, CTI may, but is not
required to, obtain such insurance coverage, the cost of which shall be paid for
by YRMP as additional rent. A certificate(s) of insurance confirming the
placement of the insurance required

- 5 -

<PAGE> 6

by this Sub-sublease shall be delivered to CTI, Sublessor and Landlord prior to
the Commencement Date hereof. YRMP hereby releases CTI, to the extent of its
insurance coverage, from any and all liability for any loss or damage caused by
fire or any of the extended coverage casualties or any other casualty insured
against, even if such fire or other casualty shall be brought about by the fault
or negligence of CTI, or any persons claiming under CTI, provided, however, this
release shall be in force and effect only with respect to loss or damage
occurring during such time as the YRMP's policies of fire and extended coverage
insurance shall contain a clause to the effect that this release shall not
affect such policies or the right of the YRMP to recover thereunder. YRMP agrees
that its fire and extended coverage insurance policies shall include such a
clause so long as the same is obtainable. Except as provided in this paragraph,
nothing in the Sub-sublease contained shall be deemed to release either party
thereto from liability for damages resulting from the fault or negligence of
said party or its agents or from responsibility for repairs necessitated thereby
or by any default thereof hereunder.

15. Any notices or demands to be given pursuant to the Lease, the
Sublease or this Sub-sublease, shall be sent to CTI and/or YRMP at the addresses
above set forth, or at such other addresses as either party shall designate by
written notice given to the other party in conformity herewith.

16. YRMP shall deposit with CTI the sum of $10,000 as security for the
full and faithful performance by YRMP of all of

- 6 -

<PAGE> 7

the terms, covenants and conditions of this Sub-sublease. CTI will assign to
YRMP its right to recover from the Sublessor the security deposit that CTI
deposited with the Sublessor, if the Sublease is assigned to YRMP. If the
Sublease is not assigned to YRMP, YRMP's security deposit under this
Sub-sublease shall be applied in accordance with the provisions of the Sublease
and to the extent Sublessor withholds CTI's deposit, CTI will withhold YRMP's
deposit. To the extent Sublessor returns the whole or any portion of CTI's
deposit to CTI, CTI will return such amounts to YRMP at the expiration of the
term of the Sub-sublease; PROVIDED that YRMP has fully and faithfully performed
all of the terms covenants and conditions of this Sub-sublease.

17. This Sub-sublease shall be construed and enforced in accordance
with the laws of the State of New York. This Sub-sublease may only be modified
or changed by a written agreement signed by both CTI and YRMP.

IN WITNESS WHEREOF, the parties hereto have caused this Sub- sublease
to be executed as of the day and year first above written.

WITNESSES: SUB-SUBLESSOR:

CTI OF NEW YORK, INC.

/s/ /s/ U. Klamm
By:
- --------------------------------- ----------------------------------
/s/
Its:President
- --------------------------------- ----------------------------------

- 7 -

<PAGE> 8

SUB-SUBLESSEE:

YONKERS RADIATION MEDICAL
PRACTICE, P.C.

/s/ /s/ Daniel Dosoretz
By:
- --------------------------------- ----------------------------------
/s/
Its:President
- --------------------------------- ----------------------------------

STATE OF FLORIDA )
) SS:
COUNTY OF LEE )

BEFORE ME, the undersigned authority, personally appeared
__/s/______________ as _President_________________ of YONKERS RADIATION MEDICAL
PRACTICE, P.C., who is personally known to me or who has produced DANIEL
DOSORETZ as identification, and he/she stated that he/she executed the within
instrument on behalf of said corporation voluntarily for the purposes set forth
therein.

WITNESS my hand and official seal, this 14TH day of May, 1996.

/s/

- --------------------------------- ----------------------------------
Notary Public, State of Florida (Print, type or stamp
At Large commissioned name of
Notary Public) 2/26/00

SEAL

STATE OF )
) SS:
COUNTY OF )

BEFORE ME, the undersigned authority, personally appeared ULLRICH KLAMM
as PRESIDENT of CTI OF NEW YORK, INC., who is personally known to me or who has
produced _______________________________ as identification, and he/she stated
that he/she executed the within instrument on behalf of said corporation
voluntarily for the purposes set forth therein.

- 8 -

<PAGE> 9

WITNESS my hand and official seal, this 14TH day of May, 1996.

/s/

- --------------------------------- ----------------------------------
Notary Public, State of Florida (Print, type or stamp
At Large commissioned name of
Notary Public) 2/26/00

SEAL

- 9 -

<PAGE> 10

SCHEDULE A TO SUB-SUBLEASE DATED MAY 14th, 1996

SUBLESSEE'S RENT - YEARS 2 THROUGH 7
------------------------------------

<TABLE>
<CAPTION>
YEAR PER YEAR RENT PER MONTH RENT

<S> <C> <C> <C>
2 $143,171.25 $11,930.94

3 $146,840.31 $12,236.69

4 $150,692.12 $12,557.68

5 $154,737.02 $12,894.75

6 $158,983.72 $13,248.64

7 $163,442.38 $13,620.20
</TABLE>

- 10 -

<PAGE> 11

ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------

CTI OF NEW YORK, INC., a New York corporation ("Assignor") in
consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby assigns, transfers, sets over and conveys to YONKERS
RADIATION MEDICAL PRACTICE, P.C., a New York corporation ("Assignee"), having
its principal place of business at, 138 South Broadway, Yonkers, New York, all
of Assignor's right, title and interest in and to that certain Sublease (the
"Sublease") dated May 17, 1995, by and between St. Josephs Hospital, Yonkers
(the "Sublessor"), as sublessor and CTI of New York, Inc., as sublessee, a true
and complete copy of which Sublease, together with all amendments thereto, if
any, are attached hereto as Exhibit "A", and in any and all security deposits
thereunder in the possession of the Sublessor.

Assignor represents and warrants that:

(a) Assignor is the sole owner of all of the sublessee's
right, title and interest in and to the Sublease; and

(b) The Sublease is valid and enforceable and has not
been altered, modified or amended, except as
disclosed to Assignee in Exhibit "A."

Assignee hereby accepts the foregoing Assignment and agrees to
assume, fulfill, perform and discharge all the various commitments, obligations
and liabilities of Assignor under and by virtue of the Sublease hereby assigned,
and does hereby agree to defend, indemnify and hold harmless Assignor from any
liability, damages, causes of actions, expenses and attorneys' fees incurred by
Assignor by reason of the failure of Assignee from and after the effective date
hereof to fulfill, perform and discharge all of the various commitments,
obligations and liabilities of Assignor under and by virtue of the Sublease
assigned hereunder.

IN WITNESS WHEREOF, Assignor has executed this Assignment this
14TH day of MAY, 1996, which Assignment is effective this date.

ASSIGNOR:
WITNESSES:
CTI OF NEW YORK, INC.

/s/ /s/ U. Klamm
By:
- --------------------------------- ----------------------------------
/s/
Its:President
- --------------------------------- ----------------------------------

- 11 -

<PAGE> 1
EXHIBIT 10.7

Lease dated as of August 8, 1990 between Riverhill Radiation
Realty Associates and Arthur D. Brimberg, M.D., P.C.

Landlord hereby leases the "Premises" (as defined below) to
Tenant and the parties agree with each other as follows:

ARTICLE I THE PARTIES AND DEFINITIONS
--------- ---------------------------

Section 1.01 The Parties.
- ------------ ------------

(a) Riverhill Radiation Realty Associates is a New York
partnership. It has an address at 87 Bedford Road, Katonah, New York 10586. It
is referred to in this instrument as "Landlord".

(b) Arthur D. Brimberg, M.D., P.C. is a New York professional
corporation. It has an address at 17 Waters Edge, Rye, New York 10530. It is
referred to in this instrument as "Tenant".

Section 1.02 Definitions.
- ------------ ------------

As used in this instrument, the following words and phrases
have the following definitions:

(a) "Additional Rent" means the rent payable under Section
2.04.

(b) "Award" means the award for or proceeds of any Taking less
all expenses in connection therewith including attorneys reasonable fees.

(d) "Carrying Charges" means the monthly payments due from
time to time on account of the principal and interest with respect to a
Financing Mortgage and the debt secured thereby. The monthly payments may be
interest only, may be combined payments of principal and interest and may
include, in part, interest payable at a variable rate. Carrying Charges shall
not include any lump sum balloon principal payment due under a first Mortgage
upon its maturity.

(e) "Condominium" means the condominium known as Riverhill
Professional Pavilion whose address is 970 North

<PAGE> 2

Broadway, Yonkers, New York. The location of the Condominium is more
particularly described on Exhibit A.

(f) "Condominium Board" means the Condominium Board of the
Condominium.

(g) "Commencement Date" means the earlier to occur of the (i)
"Outside Date", (ii) the date upon which each of the "Prerequisite Events" shall
have occurred; or (iii) the date on which Tenant or "Tenant's Shareholder" (as
defined below) shall commence to treat patients at the Premises with the
Equipment.

(h) "Equipment" means the equipment and related installations
described in Exhibit B of the Lease and any replacements for, additions to or
modifications of that equipment.

(i) "Equipment Lease" means the lease for the Equipment.

(j) "Event of Default" means an event specified in Section
5.01.

(k) "Expiration Date" means the last day of the month in which
the twentieth (20th) anniversary of the Commencement Date occurs. If this
instrument is terminated prior to the originally fixed Expiration Date, then the
date on which the Lease is terminated shall be the Expiration Date.

(l) "Financing Mortgage" means a Mortgage or combination of
Mortgages which Landlord may grant from time to time having an aggregate
principal balance of no more than Seven Hundred Thousand ($700,000.00) Dollars
which shall be initially granted by Landlord to finance the purchase of the
Premises and the cost of Landlord's Work and any replacements, substitutes,
consolidations or extensions of a Financing Mortgage. A Financing Mortgage may
be a first Mortgage or a junior Mortgage. A Financing Mortgage may be granted by
Landlord to a party affiliated with Landlord provided that the rate of interest
thereunder is the prevailing current market rate at the time it is granted and
the scheduled amortization of principal shall be based upon a period of at least
twenty (20) years.

(m) "Insurance Proceeds" means the proceeds received on
insurance policies required by Section 4.06.

(n) "Landlord's Work" means the work described on Exhibit C of
this Lease.

(o) "Mortgage" means any mortgage, modification of mortgage,
spreading agreement, consolidation agreement or deed of trust which is a lien
upon the Landlord's interest in all or any portion of the Premises.

(p) "Mortgagee" means the holder of a Mortgage.

<PAGE> 3

(q) "Outside Date" means April 1, 1991.

(r) "Premises" means Units 101 and 102 and parking space unit
C-16 of the Condominium together with the undivided interest in the common
elements of the Condominium applicable to each such unit. Any provisions of this
instrument with respect to the Premises shall apply to any part of the Premises
as well as to all of the Premises. Reference to the Premises also includes all
improvements made to those units by Landlord and all furnishing, furniture and
equipment supplied by Landlord as part of Landlord's Work.

(s) "Prerequisite Events" means each of the following: (i) a
certificate of occupancy or a temporary certificate of occupancy (or its
equivalent) shall be issued for a medical office at the Premises; (ii)
Landlord's Work shall be substantially completed; (iii) the Equipment shall be
installed and placed in working order; and (iv) the necessary approvals and
licenses for the operation of the Equipment shall be issued.

(t) "Repair" includes the words "and restore", "or restore",
"and restoration" and "or restoration", as the case may be.

(u) "Taking" means the taking of, or damage to, all or part of
the Premises as the result of the exercise of any power of eminent domain or
purchase under threat thereof or a change of grade of any street abutting the
Premises.

(v) "Taking Date" means, with respect to any Taking, the date
upon which the condemning authority shall have the legal right of possession of
all or part of the Premises.

(w) Words denoting one gender include the other genders. The
singular includes the plural. The plural includes the singular. "Including"
means including without limiting the generality of the foregoing.

Section 1.03 Communications.
- ------------ ---------------

Notices, requests, consents, and other communications shall be
effective only if in writing and mailed by registered or certified mail, postage
prepaid, addressed as follows:

(a) if intended for Landlord, at its address set forth in
subsection 1.01(a) or such other address as Landlord designates;

(b) if intended for Tenant, at its address set forth in
subsection 1.01(b) and the Premises or such other address as Tenant designates.

<PAGE> 4

Section 1.04 Attorneys and Agents.
- ------------ ---------------------

Any person may act under this Lease by its attorney or agent
appointed by an instrument executed by the person.

Section 1.05 Corporate Action.
- ------------ -----------------

Any certificate, document or other instrument to be executed
under this Lease by a corporation shall be executed by the Chairman of its Board
of Directors, its President, a Vice President, or its Treasurer, and shall have
affixed its corporate seal, attested by its Secretary, an Assistant Secretary or
an Assistant Treasurer. The authority for any action taken under this Lease on
behalf of a corporation may be evidenced by a copy of a resolution, certified by
its Secretary or an Assistant Secretary to have been duly adopted by its Board
of Directors.

Section 1.06 Exhibits.
- ------------ ---------

The Exhibits referred to in this Lease are attached to this
Lease and shall be considered a part of it.

Section 1.07 Method of Payment.
- ------------ ------------------

All amounts payable under the provisions of this Lease shall
be payable in coin or currency of the United States of America which at the time
of payment is legal tender for public and private debts.

Section 1.08 Broker.
- ------------ -------

Landlord and Tenant each hereby represents to the other that
it did not deal with any real estate broker with regard to the transaction set
forth in this Lease.

ARTICLE II THE TERM AND THE RENT
---------- ---------------------

Section 2.01 The Initial Term.
- ------------ -----------------

The Term of this Lease shall commence on the Commencement
Date. The Term of this Lease shall expire on the Expiration Date.

Section 2.02 Short Form Lease.
- ------------ -----------------

At the request of either party, the other party shall execute
a short form lease or memorandum of lease in proper form for recording. The
short form lease may contain any provision of this instrument at the option of
either party except that the short form lease shall not include any portion of
Sections 2.03 through 2.05.

<PAGE> 5

Section 2.03 Basic Rent.
- ------------ -----------

(a) Tenant shall pay Basic Rent to Landlord at the annual rate
determined in accordance with subsection 2.03(d).

(b) Basic Rent shall be paid by good check made to the order
of Landlord or as Landlord may direct. Basic Rent payments shall be placed in
the United States mail addressed to Landlord at the place where notices to
Landlord are required to be directed or to such other place as Landlord may
designate by giving notice to Tenant. Basic Rent shall be paid without setoff,
counterclaim or deduction.

(c) (i) Basic Rent shall be payable in equal monthly
installments. Each installment of Basic Rent shall be due in advance. The first
installment of Basic Rent shall be paid on the Commencement Date and each
subsequent installment shall be paid on the first day of each subsequent month
during the term.

(ii) If the Commencement Date is other than the
first day of a month or if the Expiration Date is other than the last day of a
month, Basic Rent for the month in which the Commencement Date occurs or the
month in which the Expiration Date occurs shall be prorated equitably.

(d) (i) After Landlord notifies Tenant that Landlord has
granted a Financing Mortgage, the annual rate of Basic Rent shall be the annual
rate of Carrying Charges under the Financing Mortgage.

(ii) Tenant may elect to defer a portion of the
Basic Rent as provided for in Section 2.07.

(iii) The parties recognize that the annual rate
of Basic Rent may fluctuate based upon fluctuations in the annual Carrying
Charges. Landlord shall notify Tenant at the time there shall be a change in the
Carrying Charges.

(e) Upon the request Of any party, the parties shall confirm,
by a statement signed by each of them, the annual rate of Basic Rent payable
under this Lease as of the date of the statement.

Section 2.04 Taxes.
- ------------ ------

(a) (i) Tenant shall pay all taxes, assessments and other
governmental charges which shall arise, be levied or assessed in connection with
the ownership, possession or use of the Premises.

(ii) This obligation shall not extend to income
taxes, excess profits taxes, inheritance taxes or estate taxes payable by
Landlord. However, if any tax or assessment is imposed in lieu of or in
substitution for the method of taxation

<PAGE> 6

and assessment of the Premises in effect on the date of this Lease, Tenant shall
pay the substitute tax.

(iii) The taxes, assessments and other governmental charges
payable under this Section are referred to as "Taxes".

(b) Taxes shall be paid by Tenant to the Landlord. These
payments shall be made by Tenant prior to the fifteenth day before any interest
or penalty would become payable thereon or with respect thereto. Landlord shall
deliver copies of all tax bills to Tenant upon receipt of those bills. Upon
Tenant's request, Landlord shall deliver to Tenant copies of official receipts
from the appropriate governmental authority.

(c) Taxes payable with respect to any tax or assessment period
in which the Commencement Date or the Expiration Date occurs shall be
apportioned equitably between Landlord and Tenant according to respective
periods with respect to which the amounts are paid and which fall within and
without the term.

(d) If a Mortgagee shall require escrow deposits on account of
Taxes, in lieu of paying Taxes in accordance with subsection 2.04(b), Tenant
shall pay to Landlord the amounts required by Mortgagee and Landlord shall remit
those payments to the Mortgagee.

(e) Tenant shall have the right and authority to institute
real property tax certiorari proceedings for the purpose of contesting the
assessed valuation of the Premises and processing claims for tax refunds.

Section 2.05 Common Charges.
- ------------ ---------------

(a) Tenant shall pay all common charges, and any other charges
or assessments (collectively referred to as "Condominium Charges") levied,
assessed or imposed by the Condominium Board which become due and payable during
the term of this Lease.

(b) The payments required by this Section shall be paid by
Tenant to Landlord and Landlord shall remit those payments to the Condominium
Board. The payments shall be made by Tenant on or before the date they are due.
Upon request of Tenant, Landlord shall deliver evidence reasonably satisfactory
to Tenant of the payment of the Condominium Charges by Landlord to the
Condominium Board.

(c) If any Mortgagee shall require escrow deposits on account
of Condominium Charges, in lieu of paying Condominium Charges as provided for in
subsection (b) above, Tenant shall pay to Landlord the amounts required by the
Mortgagee and Landlord shall remit those payments to the Mortgagee.

<PAGE> 7

(d) Notwithstanding the foregoing, Tenant shall not be
required to pay the initial contribution to the working capital of the
Condominium due upon closing of title to the Premises by Landlord.

Section 2.06 Additional Rent.
- ------------ ----------------

(a) In addition to Basic Rent and other charges payable under
this Lease, Tenant shall pay "Additional Rent" to Landlord. In part, Additional
Rent shall be payable in order to compensate Landlord for the greater and more
rapid deterioration of the improvements, fixtures and furnishings at the
Premises which shall occur as a result of an increase in the volume of patients
treated by Tenant at the Premises.

(b) (i) "Additional Rent for each Lease Year means the sum of
(x) Three Thousand Six Hundred ($3,600.00) Dollars for each patient treated in a
Lease Year in excess of the first two hundred fifty (250) patients for that
Lease Year up to two hundred seventy-eight (278) patients and (y) One Thousand
Eight Hundred ($1,800.00) Dollars for each patient treated in a Lease Year in
excess of the first two hundred seventy eight (278) patients for that Lease
Year.

(ii) Reference to patients means only patients
treated at the Premises through the use of the Equipment.

(iii) "Lease Year" means an annual fiscal period.
The first Lease Year shall commence on the Commencement Date and end on the day
prior to the first anniversary of the Commencement Date. Each subsequent Lease
Year shall commence on the date next following the expiration of the previous
Lease Year and continue for a period of one full year, except for the last Lease
Year which shall expire on the Expiration Date.

(c) Additional Rent for a Lease Year shall be payable in full
within one hundred twenty (120) days Following the expiration of that Lease
Year.

(d) Within one hundred twenty (120) days following the end of
each Lease Year, Tenant shall submit to Landlord a statement prepared by a
certified public accountant employed by Tenant showing the Annual Patient Volume
for that Lease Year.

(e) (i) Tenant shall keep and maintain at the Premises full
and accurate books of account and records from which the Annual Patient Volume
for a Lease Year can be determined. These books and records shall include
records of daily patient appointments, records of receipts, bank deposits,
statements from servicing agencies, applications for third party reimbursement
submitted by Tenant to insurance companies and governmental and
quasi-governmental agencies and any other records from which Annual Patient
Volume can be readily determined.

<PAGE> 8

(ii) Upon reasonable advance notice to Tenant,
Landlord shall have the right to inspect and audit the books and records
relating to Annual Patient Volume. Landlord shall not have the right to review
actual medical files of a confidential nature with respect to any patient. If
Landlord's inspection and audit reveal that Tenant's statement for a Lease Year
is inaccurate, the amount of Additional Rent, if any, payable with respect to
that Lease Year shall be adjusted and any deficiency shall be paid within ten
(10) days after request by Landlord.

(f) Notwithstanding anything to the contrary, upon the request
of either party, the parties agree to equitably and reasonably adjust the manner
in which Additional Rent for a Lease Year is determined in order to properly
adjust for charges in general economic conditions and circumstances and to
reasonably reflect the general intent of this Lease and the parties.

Section 2.07 Deferral of Basic Rent.
- ------------ -----------------------

(a) If there shall be an "Operating Loss" (as defined below)
from Tenant's operations at the Premises with respect to any Lease Year in
excess of Fifty Thousand ($50,000.00) Dollars, provided that Tenant shall comply
with the provisions of subsection (e) below, Tenant may elect to defer Basic
Rent and Additional Rent payable during the immediately succeeding Lease Year as
follows: (i) Tenant may elect to defer Basic Rent to the extent of the amount of
"Landlord's Deferral" (as defined below) for the prior Lease Year; and (ii) to
the extent that Landlord's Deferral for the prior Lease Year exceeds Basic Rent
payable during the immediate succeeding Lease Year, Tenant may elect to defer
Additional Rent, if any, payable with respect to that prior Lease Year to the
extent that the Landlord's Deferral exceeds Basic Rent.

(b) There shall be no carry-forwards or carry-backs with
respect to calculating any deferred amount pursuant to subsection (a).

(c) Any amounts deferred in accordance with subsection (a)
shall be due and payable in tn full on the Expiration Date, except that amounts
paid during the Term of the Lease on account of Additional Rent, to the extent
of the aggregate amount of any deferral of Basic Rent and Additional Rent under
this Section 2.07, shall be credited against the amount of deferred rent
otherwise payable on the Expiration Date.

(d) (i) "Operating Loss" for a Lease Year means a net loss
after provision for income taxes for Tenant's operation at the Premises
calculated on a cash basis in the manner Tenant's federal income tax return is
calculated for the same period, adjusted to comply with the provisionS of this
Section.

(ii) In determining whether there shall be an
Operating Loss for any Lease Year, the aggregate cost of the salary, fringe
benefits and any other payments or compensation of

<PAGE> 9

any other kind or nature whatsoever paid to Tenant's shareholder, Dr. Arthur
Brimberg ("Tenant's Shareholder") and the cost of medical malpractice insurance
may not exceed Two Hundred Eighty Thousand ($280,000.00) Dollars per Lease Year.

(iii) Basic Rent and Additional Rent due and
payable for a Lease Year shall be deemed to be the full amount paid with respect
to that Lease Year plus the amount of any deferral by reason of an Operating
Loss attributable to the prior Lease Year.

(iv) Interest expenses incurred by Tenant during
any Lease Year may only include interest paid during a Lease Year under any loan
approved by Landlord.

(v) Extraordinary expenditures for a Lease Year which
were not included in the budget approved by Landlord for that Lease Year shall
be excluded.

(vi) In determining any Operating Loss, the aggregate
income earned by Tenant or its shareholder, Dr. Brimberg, in connection with
Tenant and its shareholder's medical practice from all sources in any Lease Year
shall be included.

(vii) For the purpose of determining any Operating
Loss, any depreciation expense taken by Tenant for income tax purposes with
respect to Tenant's property shall not be deducted as an expense.

(viii) The "Opening Fee" (as defined below) shall be
deemed to be for the first Lease Year.

(e) "Landlord's Deferral" means fifty (50%) percent of the
amount by which an operating Loss for a Lease Year exceeds Fifty Thousand
($50,000.00) Dollars.

(f) If there shall be an Operating Loss for a Lease Year,
within thirty (30) days following receipt of the financial statement for that
Lease Year, Tenant shall cause Tenant's Shareholder to contribute out of
Tenant's Shareholder's own funds, on account of Tenant's capital a sum equal to
(i) the amount of the operating Loss up to the first Fifty Thousand ($50,000.00)
Dollars of that loss plus (ii) fifty (50%) percent of the amount, if any, by
which the Operating Loss exceeds Fifty Thousand ($50,000.00) Dollars.

(g) Within thirty (30) days prior to the beginning of each
Lease Year, Tenant shall submit a proposed budget for Tenant's operations for
that Lease Year. That budget shall be subject to Landlord's reasonable approval.

(h) The operating Loss, if any, for any Lease Year shall be
determined by a certified public accountant reasonably satisfactory to Landlord
and Tenant. The certified public accountant shall prepare full financial
statements for Tenant for

<PAGE> 10

each Lease Year in accordance with generally accepted accounting principles
consistently applied and accompanied by his report thereon which maintains no
exceptions. The statements and report shall be delivered to Tenant and Landlord
within ninety (90) days following the end of each Lease Year.

(i) Tenant shall maintain complete books and records at the
Premises from which an operating Loss, income and expenses for any Lease Year
may be determined. Landlord, upon reasonable notice, may inspect, audit and copy
those books and records.

Section 2.08 Net Lease.
- ------------ ----------

The parties intend that this instrument be interpreted as a
net lease and that this instrument yield to Landlord a net return from the
Premises equal to Basic Rent and Additional Rent. Accordingly, Landlord shall
have no obligation to furnish services of any kind to Tenant, Tenant shall bear
all public utility and other charges. Tenant shall pay all premiums for
insurance policies carried with respect to the Premises.

Section 2.09 Quiet Enjoyment.
- ------------ ----------------

If Tenant pays the rent and all other charges provided for in
this Lease, performs all of its obligations provided for by this Lease and
observes all of the other provisions of this Lease, Tenant shall, at all times
during the Term of this Lease, peaceably and quietly have, hold and enjoy the
Premises without any interruption or disturbance from Landlord or any party
claiming under Landlord, subject to the terms of this Lease.

ARTICLE III PREPARATION OF THE PREMISES, INSTALLATION OF THE
----------- ------------------------------------------------
EQUIPMENT AND WORKING CAPITAL
-----------------------------

Section 3.01 Landlord's Work.
- ------------ ----------------

(a) Landlord shall perform the work and complete the
installations referred to in this Lease as "Landlord's Work". Landlord shall
endeavor to substantially complete Landlord's Work on or about August 15, 1990.
Upon substantial completion of Landlord's Work, Landlord shall apply for and
diligently prosecute the application for a certificate of occupancy or a
temporary certificate of occupancy (or its equivalent) for the use of the
Premises as a medical office.

(b) Landlord's Work shall be performed in a good and
workmanlike manner. Landlord shall correct defects in Landlord's Work of which
Landlord is given notice within one (1) year after the Commencement Date.

Section 3.02 The Equipment.
- ------------ --------------

<PAGE> 11

(a) Tenant shall arrange to acquire the Equipment through the
means of an Equipment Lease. Tenant shall cause the Equipment to be delivered to
the Premises. As soon as Landlord's Work has progressed sufficiently in order to
permit Tenant to do so, Tenant shall promptly cause the Equipment to be
installed, placed in working order and inspected. Tenant shall be responsible to
secure any approvals and permits which may be required to operate the Equipment.

(b) The Equipment and lead shielding, subject to the terms of
this Lease and the Equipment Lease, shall remain the property of the Tenant.

Section 3.03 Opening Fee.
- ------------ ------------

(a) On or before the Commencement Date, Landlord shall pay to
Tenant the sum of One Hundred Fifty Thousand ($150,000.00) Dollars (the "Opening
Fee"). Subject to the terms of subsection 2.03(b), the Opening Fee shall be
Tenant's sole property. Tenant shall only use those proceeds as may be required
to pay for Tenant's expenses at the Premises.

(b) If this Lease shall be terminated on or before the fifth
(5th) anniversary of the Commencement Date by reason of Tenant's willful failure
to continue Tenant's business at the Premises, in addition to Landlord's other
rights and remedies under Article VI, Tenant shall repay the Opening Fee in full
to Landlord. If Tenant shall discontinue to do business at the Premises by
reason of the death or disability of "Tenant's Shareholder" (as defined below)
or as a result of the failure of Tenant's business despite the parties' best
efforts to the contrary, it shall not be deemed to be a willful failure.

ARTICLE IV THE PREMISES AND THE EQUIPMENT
---------- ------------------------------

Section 4.01 Compliance with Laws
- ------------ --------------------

(a) Tenant shall maintain the Premises in compliance with all
laws and requirements of governmental authorities applicable to the Premises and
to the ownership thereof, in accordance with the requirements of the declaration
and bylaws for the Condominium and in accordance with the requirements of the
insurers with which the insurance required by Section 4.06 is maintained. All
work performed on the Premises including any alterations shall be performed in
compliance with all laws and requirements of governmental authorities in
accordance with, the requirements of the declaration and bylaws for the
Condominium and in accordance with the requirements of the insurers with which
the insurance required by Section 4.06 is maintained.

(b) Tenant shall comply with all the requirements applicable
to condominium unit owners pursuant to the declaration

<PAGE> 12

and bylaws for the Condominium. Tenant hereby represents that Tenant has
received copies of the declaration and bylaws and is completely familiar with
their terms and conditions.

Section 4.02 Use.
- ------------ ----

Tenant shall use the Premises for Tenant's radiation oncology
medical practice. Tenant shall use the Equipment at the Premises for such
purpose. Tenant shall not use the Premises for any other purpose.

Section 4.03 Mechanics and Materialmen's Liens.
- ------------ ----------------------------------

Except with respect to Landlord's Work, if the Premises shall
be encumbered by a mechanic's or materialman's lien, Tenant shall discharge the
same within thirty (30) days after Tenant shall have knowledge of the lien.

Section 4.04 Maintenance and Restoration.
- ------------ ----------------------------

(a) Except with respect to defects in Landlord's Work arising
prior to the first anniversary of the Commencement Date, Tenant shall maintain
the Premises in good repair and operating condition. Tenant shall make all
repairs and replacements necessary to that end. If the Premises shall be damaged
as a result of fire or casualty, Tenant shall restore the damaged portions of
the Premises to the value and condition in which they were immediately prior to
the damage in accordance with Section 4.08.

(b) Upon Tenant's request, Landlord shall use all reasonable
efforts to cause the Condominium Board to perform its obligations to perform
repairs and maintenance with respect to the Premises as may be required of the
Condominium Board pursuant to the declaration and bylaws of the Condominium.

Section 4.05 Alteration.
- ------------ -----------

(a) Tenant shall not make alterations to the Premises without
Landlord's prior written consent. Landlord shall not unreasonably withhold
Landlord's consent. Tenant's request for Landlord's consent must be accompanied
by a reasonably sufficient detailed description of the work proposed by Tenant.
Except for the lead shields required for the operation of the Equipment, Tenant
may alter Floor coverings and wall coverings and decorate the Premises without
Landlord's consent.

(b) Any alteration made by tenant shall become part of the
Premises.

Section 4.06 Hazard and Public Liability Insurance.
- ------------ --------------------------------------

(a) Tenant shall keep the Premises insured against fire,
vandalism, malicious mischief, and the hazards included in "All Risk" coverage.
The amount of insurance carried shall be

<PAGE> 13

equal to one hundred (100%) percent of the actual replacement cost of the
improvements at the Premises as determined annually by the insurer but in any
event in an amount sufficient to cover any loss up to the face amount of the
policy. Landlord, any designee of Landlord, and any Mortgagee shall be named as
an additional insured under the policy.

(b) Tenant shall also maintain liability insurance with
respect to the Premises. Coverage limits shall be at least One Million
($1,000,000.00) Dollars with respect to each person or accident for bodily
injury coverage and Two Hundred Fifty Thousand ($250,000.00) Dollars with
respect to property damage coverage. Landlord and any designee of Landlord shall
be named as additional insureds.

(d) Tenant shall deliver to Landlord duplicate originals or
certificates of all insurance policies and renewals of policies required by this
Section.

(e) All insurance policies required to be carried under this
Lease by or on behalf of Tenant shall provide (and any certificate evidencing
the existence of any insurance policies shall certify) that: unless Landlord
shall have been given thirty days written notice of any cancellation, failure to
renew, or material change, as the case may be:

(i) the insurance shall not be cancelled and shall
continue in full force and effect,

(ii) the insurance carrier shall not fail to renew
the insurance policies for any reason, and

(iii) no material change may be made in the insurance
policy. The term "insurance policy" shall include any extensions or renewal of
the insurance policy.

Section 4.07 Taking.
- ------------ -------

The following shall apply with respect to any Taking:

(a) Regardless of any judicial or other apportionment thereof,
Landlord shall be entitled to, and to receive, the entire Award; and Tenant
hereby assigns to Landlord any part of any Award which otherwise would be
payable with respect to Tenant's leasehold estate in the Premises. Provided
Landlord's Award is not reduced thereby Tenant shall have the right to assert a
claim for moving and relocation expenses and for the loss of the Equipment

(b) (i) If there is a Taking of the whole of the Premises,
this Lease shall terminate as of the Taking Date.

<PAGE> 14

(ii) If there is a Taking of a portion of the
Premises and the remaining portion of the Premises cannot be repaired so that
they can be used for substantially the same purposes and in substantially the
same manner as the Premises were used before the Taking, this Lease shall
terminate as of the Taking Date.

(i) This Lease shall continue in full force and
effect.

(ii) Tenant shall repair the damage in accordance
with Section 4.04 by spending up to the amount of the Award. The improvements to
the Premises shall be repaired as nearly as possible to their value, condition
and character immediately before the damage.

(iii) Landlord shall dispose of the Award in
accordance with Section 4.08.

Section 4.08 Disposition or Disbursement of Insurance Proceeds and Awards.
- ------------ -------------------------------------------------------------

The following shall apply to Insurance Proceeds and Awards:

(a) Insurance Proceeds and Awards in excess of Fifty Thousand
($50,000.00) Dollars shall be deposited with a Trustee. Insurance Proceeds and
Awards to the extent that they do not exceed Fifty Thousand ($50,000.00) Dollars
shall be deposited in a joint account in the name of Tenant and Landlord.
Landlord, Tenant and the "Trustee" shall hold the Insurance Proceeds and Awards
which may be deposited with these as a trust fund and apply them in accordance
with this Section.

(b) As the improvements to the Premises are restored in
accordance with Section 4.04, Landlord and the Trustee shall cause payments to
be made to Tenant out of the Insurance Proceeds or Award to cover the cost of
repair. Payments shall be made as the repair progresses in accordance with
subsection (c).

(c) (i) Payments shall be made to Tenant From the Insurance
Proceeds or the Award against certificates of a principal officer of Tenant and
an architect. The architect shall be selected by the Trustee or Landlord but
shall be reasonably satisfactory to Tenant.

(ii) The certificate of an officer of Tenant shall
certify the following material to the best of the knowledge of that officer

(1) The estimated cost of the restoration.

<PAGE> 15

(2) That Tenant has expended all of the
Insurance Proceeds or Award previously received by it from all sources.

(3) The nature of the work to be done and
the materials to be Furnished which form the basis for the requested payment.

(4) That the requested payment does not
exceed the reasonable cost of the work and materials.

(5) That, insofar as the restoration has
been completed, the restoration complies with applicable legal requirements.

(d) If the Insurance Proceeds or Award are more than
sufficient to pay the cost of restoration, the Trustee shall deliver the balance
to Landlord.

(e) For the purpose of this Section, the "Trustee" means a
Mortgagee, or if there is no Mortgagee, a commercial banking institution of the
State of New York or a National Banking Association which maintains offices in
the State of New York.

Section 4.09 Application of Monies by Tenant.
- ------------ --------------------------------

If Tenant receives any funds under this Lease which Landlord
or Trustee is entitled to receive, Tenant shall hold the same in trust, as
trustee of any express trust for all persons having interests therein, and shall
dispose of the funds in accordance with this instrument.

Section 4.10 Life and Disability Insurance.
- ------------ ------------------------------

(a) (i) During the Term of this Lease, Tenant shall maintain
and pay for life insurance upon Tenant's Shareholder in the name of and for the
benefit of Landlord. The policy shall be written with an insurance company
selected by Landlord. the policy shall be a decreasing term policy with an
initial insured amount of One Million ($1,000,000,00) Dollars decreasing at the
rate of One Hundred Thousand ($100,000.00) Dollars, or at such other rate as may
be determined by Landlord and Tenant, per year for the first seven years to a
minimum amount of Three Hundred Thousand ($300,000.00) Dollars. Tenant shall
cause Tenant's Shareholder to fully cooperate in securing and maintaining that
policy. Tenant shall deliver the original policy to Landlord. The policy shall
provide that it shall not be cancelled unless Landlord is notified at least
fifteen (15) days in advance.

(ii) If Landlord shall receive payments due under
the life insurance policy, Landlord shall apply the amount received first on
account of the rental and any other sums due under the Equipment Lease.

<PAGE> 16

(b) During the Term of this Lease, Tenant shall maintain
disability insurance for Tenant's Shareholder naming Tenant as the beneficiary
for payments commencing thirty (30) days after the onset of the disability,
monthly amounts of at least Twenty Thousand ($20,000.00) Dollars, and continuing
for at least eighteen (18) months. Any amounts paid on account of Tenant's
Shareholder's disability shall be held by Tenant in trust and applied by Tenant
on account of Tenant's operating expenses at the Premises, including rent due
under the Equipment Lease and rent due under this Lease.

Section 4.11 Equipment Lease.
- ------------ ----------------

(a) During the Term of this Lease, Tenant shall comply with
all of the terms and conditions of the Equipment Lease, including the obligation
to maintain the Equipment and pay all rent and other charges due under the
Equipment Lease on or before those amounts are due without the imposition of
penalties, late charges or interest. If required by the lessor under the
Equipment Lease, Tenant shall cause Tenant's Shareholder to deliver Tenant's
Shareholder's guaranty of the Equipment Lease in a form approved by that lessor.
If required by the Lessor under the Equipment Lease, Landlord shall cause
Landlord's individual partners to deliver their respective guarantees of the
Equipment lease in a form reasonably acceptable to those guarantors.

(b) During the Term of this Lease, Tenant shall maintain the
Equipment at the Premises in good repair and operating condition. To that end,
Tenant shall maintain a service contract for the maintenance and repair of the
Equipment with either the manufacturer of the Equipment or other approved
service company.

(c) Except as provided in Section 4.16, Tenant may not remove
the Equipment from the Premises without Landlord's prior written consent.

Section 4.12 Employment and Covenant Not to Compete.
- ------------ ---------------------------------------

(a) Tenant shall cause Tenant's Shareholder to devote his full
business and professional time and efforts to the conduct of Tenant's business
at the Premises.

(b) (i) During the Term of this Lease, Tenant shall not own
any direct or beneficial interest in or engage in any activity, business or
practice with offices located within twenty-five (25) miles of the Premises
which shall involve the medical practice, use and activity referred to in
Section 4.02 of this Lease.

(ii) During the Term of this Lease, Tenant shall
cause Tenant's Shareholder to refrain from owning any direct or beneficial
interest in or engaging in any activity, business or practice with offices
located within twenty-five (25) miles of

<PAGE> 17

the Premises which shall involve the medical practice, use and activity referred
to in Section 4.02 of this Lease.

(c) (i) In addition to Landlord's other rights and remedies
available to it under this Lease, under law or at equity, if Tenant or Tenant's
Shareholder shall violate the provisions of subsection (a) above, patients
treated by Tenant or Tenant's Shareholder at other locations shall be deemed to
be patients treated at the Premises for the purposes of Section 4.06.

(ii) If this Lease shall be terminated by reason
of the occurrence of an Event of Default, in addition to the other rights and
remedies set forth in this Lease, the provisions of this Section and Section
4.06 shall survive the termination of this Lease for a period of eighteen (18)
months.

Section 4.13 Certification.
------------ --------------

(a) Within ten (10) days after either party shall have
requested the same, the other party shall deliver an estoppel certificate to the
party so requesting.

(b) The estoppel certificate shall contain the following
information to the best of the knowledge of the person so certifying:

(i) that this Lease has not been supplemented or
amended, or if it shall have been supplemented or amended, specifying the manner
in which it has been supplemented or amended;

(ii) that this Lease is in full force and effect, or,
if it be alleged that this instrument is not in full force and effect,
specifying the reason therefor;

(iii) the date to which the installments of Basic
Rent has been paid;

(iv) that there exists no condition which constitutes
an Event of Default, or if such condition exists specifying the nature thereof;
and

(v) any other information reasonably requested by
Landlord.

(c) Any such certificate may be relied upon by the party
requesting it or any other person to whom it may be exhibited or delivered. The
contents of such certificate shall be binding on the party which executed the
same.

Section 4.14 No Claims Against Landlord.
- ------------ ---------------------------

Except with respect to Landlord's Work, nothing in this
instrument shall constitute a consent or request by Landlord to

<PAGE> 18

or for providing labor, services, materials or other property with respect to
the Premises. Nothing in this instrument shall be construed as giving Tenant the
right to contract for labor, services, materials or other property in such
manner as would permit the making of any claim against Landlord with respect
thereto.

Section 4.15 Inspection of Premises.
- ------------ -----------------------

(a) Landlord shall be entitled to inspect those portions of
the Premises which are open to the public during the hours when they are so
open.

(b) Landlord shall be entitled to inspect those portions of
the Premises which are not open to the public, and those portions which are open
to the public when they are not so open, after reasonable notice by Landlord to
Tenant.

Section 4.16 Surrender.
- ------------ ----------

(a) Upon the Expiration Date, Tenant shall deliver peaceable
and immediate possession of the Premises to the Landlord. Upon surrender, the
Premises shall be delivered in as good condition as they were when they became
subject to this Lease except for reasonable wear and tear and damage by fire or
other catastrophe.

(b) Upon the Expiration Date of this Lease, provided that the
Equipment Lease has expired and the Lessor under the Equipment Lease has no
further claims against the guarantors of that Lease, Tenant shall have the
right, without Landlord's consent, to remove the Equipment, including the lead
shielding, from the Premises.

Section 4.17 Indemnification.
- ------------ ----------------

(a) (i) Tenant indemnifies Landlord, its affiliates, partners,
officers, directors, stockholders and employees against any loss, liabilities or
damages which they or any of them may suffer as a result of any occurrence in or
about the Premises and under any guaranty delivered by any of them of Tenant's
obligations under the Equipment Lease.

(ii) Tenant shall cause Tenant's Shareholder to
indemnify Landlord, its affiliates, partners, officers, directors, stockholders
and employees against any loss, liabilities or damages arising under any
guaranty delivered by any of them of Tenant's obligations under the Equipment
Lease.

(b) Tenant indemnifies and agrees to save Landlord and any
Mortgagee harmless from claims that result from an Event of Default or violation
of any provision of this Lease; arise From

<PAGE> 19

any failure to comply with any legal or other requirement; or arise from any act
or omission of: Tenant, Tenant's officers, Tenant's employees, Tenant's agents
or Tenant's invitees

(c) Tenant shall defend any lawsuits with respect to claims
for loss, liability or damages against which the indemnities provided in
subsections (a) and (b) apply and pay any judgments which result from the
lawsuits. "Lawsuits" includes arbitration proceedings and administrative
proceedings and all other governmental and quasi-governmental proceedings
"Liabilities" includes the fees and disbursements of attorneys and witnesses.

ARTICLE V TRANSFER OF INTEREST
--------- --------------------

Section 5.01 Transfer of Interest of Landlord.
- ------------ ---------------------------------

As used in this Lease, the term "Landlord" means the owner of
the Premises from time to time. Each Landlord who sells his interest to another
person shall be entirely relieved of liability as Landlord under this Lease,
except for accrued liabilities, from and after the date that all of the
obligations of Landlord under this Lease (except for accrued liabilities) are
assumed by the person who purchases the Premises.

Section 5.02 Assignment and Subletting by Tenant.
- ------------ ------------------------------------

(a) During the first twelve (12) Lease Years, Tenant may not
assign this Lease or sublet all or any part of the Premises without Landlord's
prior written consent. Provided Tenant is not in default under the Lease beyond
any applicable cure period, from and after the first twelve (12) Lease Years,
Landlord agrees not to unreasonably withhold its consent to an assignment of the
lease or a subletting of the entire Premises Tenant's request for Landlord's
consent must be accompanied by a description of the proposed assignee or
subtenant, a financial statement of the proposed transferee, and a full
description of all the terms and conditions of the proposed assignment or
sublease.

(b) Landlord's consent to an assignment or subletting shall
not eliminate the need for Landlord's consent with respect to further
assignments or subleases. Any assignee or subtenant must expressly assume all
obligations of Tenant under this Lease. For the purposes of this Lease, if
Tenant is a corporation, a transfer of any interest in the stock of Tenant, by
sale, operation of law or otherwise, shall be deemed to be an assignment of this
Lease. Notwithstanding any assignment or subletting, and Landlord's acceptance
of rent from any assignee or subtenant, unless Landlord shall have relieved
Tenant From liability under this Lease, Tenant shall continue to be obligated to
comply with the provisions of this instrument. Tenant may not

<PAGE> 20

pledge any interest in this Lease without Landlord's prior written consent.

Section 5.03 Subordination.
- ------------ --------------

(a) At Landlord's election, this Lease shall be subordinate to
the lien of any present or future Mortgage irrespective of the time of execution
or recording of the Mortgage. If, from time to time, Landlord shall elect that
this Lease be subordinate to the lien of any Mortgage, Landlord may exercise the
election by giving notice thereof to Tenant. At the election of Landlord, this
clause shall be self-operative and no further instrument shall be required. Upon
Landlord's request, from time to time, Tenant shall (i) confirm in writing and
in recordable Form that this Lease is so subordinate to the lien of any
Mortgage; and/or (ii) execute an instrument making this Lease so subordinate to
the lien of any Mortgage, in such form as may be required by the applicable
Mortgagee.

(b) Landlord agrees to use all reasonable efforts to cause a
Mortgagee to enter into an agreement with Tenant which shall provide in effect
that so long as Tenant shall not be in default, breach or violation of this
Lease, this Lease shall not be terminated and Tenant's possession shall not be
disturbed by reason of any default under the Mortgage or foreclosure of the
Mortgage. The other terms and conditions of any such agreements shall be as
required by the Mortgagee.

Section 5.04 Attornment.
- ------------ -----------

If the Premises is encumbered by a Mortgage and the Mortgage
is foreclosed, or if the Premises is sold pursuant to a foreclosure or by reason
of a default under a Mortgage, then notwithstanding the foreclosure, sale, or
default, Tenant shall not disaffirm this Lease or any of its obligations
contained in this Lease.

Section 5.05 Security Interest.
- ------------ ------------------

(a) In consideration of Landlord entering into this Lease with
Tenant and to secure Tenant's obligations under this Lease, Tenant grants and
pledges to Landlord a continuing security interest in and general lien upon the
"Collateral" as hereinafter defined.

(b) The term "Collateral" means all tangible and intangible
personal property of the Tenant, wherever located, whether such property is now
owned or existing or is hereinafter acquired or arising and any and all
additions, substitutions, accessions, proceeds and products thereto and thereof,
including without limitation, the following:

(i) the interest of the lessee under the Equipment
Lease.

<PAGE> 21

(ii) All receivables and other intangible property of
Tenant, including all present and future accounts, contract rights, promissory
notes, drafts, acceptances, chattel papers, documents, tax refunds, insurance
proceeds, patent, trademark and tradename rights, royalties, license rights,
rights to refunds or indemnification, and general intangibles of every kind or
nature and all forms of obligations whatsoever owing, together with all
instruments and all documents of title representing any of the foregoing.

(iii) All machinery, apparatus, equipment, fittings
and fixtures now owned or hereafter acquired by Tenant or in which Tenant may
now have or hereafter acquire an interest, and all accessions, additions or
improvements, all replacements, substitutions and parts for, and all proceeds of
such machinery, apparatus, equipment, fittings and fixtures.

(c) Unless a default occurs and shall be continuing, Tenant
may use and consume the Collateral in its ordinary business operations.

(d) Except as consented to by Landlord, Tenant shall not
mortgage, pledge, hypothecate, assign, transfer, convey or otherwise dispose of
or further encumber the Collateral.

(e) Tenant shall execute and deliver to Landlord any financing
statement or other document or information required by Tenant to perfect,
maintain or protect the security interest granted by this Lease. Tenant
authorizes Landlord to execute any such Financing statement or other document on
Landlord's behalf, or, if permitted by law, to file or use the financing
statement or other document without Tenant's signature. Tenant shall reimburse
Landlord for any filing fees.

(f) Landlord may pay or discharge any lien, encumbrance or
security interest in the Collateral which it believes is adverse to the security
interest granted by this Lease.

Section 5.06 Restrictions Against Landlord.
- ------------ ------------------------------

During the term of this Lease, Landlord and Landlord's
partners shall refrain from owning any direct or beneficial interest in a
medical office located within twenty-five (25) miles of the Premises which shall
be used primarily for the purposes and use referred to in Section 4.02 of this
Lease and shall refrain from managing or operating any such other medical
facility within that radius.

<PAGE> 22

ARTICLE VI DEFAULT, RIGHTS AND REMEDIES
- ---------- ----------------------------

Section 6.01 Events of Default.
- ------------ ------------------

(a) Each of the following events shall constitute an "Event of
Default" by Tenant under this instrument:

(i) If Tenant shall file or acquiesce to a petition
in any court in bankruptcy, reorganization, or any other insolvency proceeding;
make an assignment for the benefit of its creditors; or if a receiver of all or
any portion of its property shall be appointed;

(ii) If a petition shall be filed against Tenant in
any bankruptcy, reorganization or other insolvency proceeding and the petition
is not dismissed within thirty (30) days;

(iii) If Tenant defaults in either of the following
respects and Tenant does not cure the default within ten (10) days after
Landlord shall have given notice to Tenant of the existence thereof:

(x) Any breach, violation or default by the
lessee under the Equipment Lease,

(y) A default in the payment of Basic Rent,
Additional Rent or other charge due under this Lease, when they become payable,
or

(z) A default in maintaining in full force
and effect any insurance required to be carried under this Lease.

(iv) If Tenant defaults in complying with any other
provision of this instrument and Tenant does not cure the default within twenty
(20) days after Landlord shall have given notice to Tenant of the existence of
the default or breach.

(b) However, if by reason of the nature thereof, the default
is not a default described in part (iii) of subsection (a) above, and the
default cannot be cured within such twenty (20) days but Tenant commences
promptly and proceeds diligently to cure the default, the default or breach
shall not constitute an Event of Default.

Section 6.02 Rights and Remedies upon Default by Tenant.
- ------------ -------------------------------------------

If an Event of Default occurs, Landlord shall be entitled to
take such action as it deems advisable, from time to time, under any one or more
of the provisions of this Section.

<PAGE> 23

(a) Landlord may proceed as it deems advisable, at law or in
equity to enforce the provisions of this Lease.

(b) Landlord may notify Tenant that this Lease shall terminate
on a date specified in the notice, and this Lease shall terminate on the date so
specified. Notwithstanding such termination, Tenant's liability for its
obligation under this Lease shall continue.

(c) Landlord may reenter the Premises, may repossess itself
thereof (by summary proceedings, ejectment, or other legal means), may
dispossess Tenant, and may remove Tenant from the Premises without further
notice to Tenant. Notwithstanding any reentry or dispossess, Tenant's
obligations under this Lease shall continue. Tenant waives any right to the
service of any notice of Landlord's intention to reenter provided for under any
present or future law. Tenant waives any and all right of redemption and any
other right to reenter the Premises or restore the operation of this Lease.
Tenant waives any right to trial by jury in connection with any dispute arising
under this instrument.

(d) Landlord may relet the Premises, as a whole or in part,
for such term or terms (which may be greater or less than the period which would
have constituted the balance of the Term if this instrument had not been
terminated). The reletting may be on such conditions as Landlord determines.
Landlord shall be under no obligation to relet the Premises.

(e) If Landlord so elects, Tenant shall pay to Landlord on the
first day of each month, as liquidated and "agreed current damages, as if this
instrument had not been terminated:

(i) the installments of Basic Rent, Additional Rent
and other charges, including amounts payable under the Equipment Lease, due
hereunder which would have been payable on that date, plus

(ii) the unreimbursed portion of Landlord's expenses
of reentering, repossessing and reletting the Premises including attorneys
reasonable fees, brokerage commissions and the cost of performing any
alterations required to relet the Premises,

(iii) minus rent, if any, actually received by
Landlord from any releting of the Premises by Landlord during the period with
respect to which the installment of Basic Rent and other amounts due would have
been payable.

(f) If Landlord so elects, Tenant shall pay to Landlord, on
demand, as liquidated and agreed final damages, the aggregate Basic Rent,
Additional Rent and other charges due hereunder which would have been payable
From the date of such demand to the date on which this instrument would have
expired if

<PAGE> 24

it had not been terminated, plus the unpaid balance of the rent due under the
Equipment Lease, discounted at eight (8%) percent quarterly to present worth.
Upon payment of the liquidated and agreed final damages, Tenant shall be under
no further liability with respect to the period after the date of such demand.
However, Tenant shall remain liable to Landlord for all monies which shall have
become payable and shall not have been paid to Landlord (whether under the
provisions of this instrument or as damages or otherwise) with respect to the
period before the date of termination.

Section 6.03 Additional Remedies, Waivers, Etc.
- ------------ ----------------------------------

(a) The rights and remedies of Landlord under Section 6.02
shall be in addition to every other right and remedy now and hereafter provided
by law. All such rights and remedies shall be cumulative and not exclusive of
each other. Landlord may exercise these rights and remedies at anytime, in any
order, to such extent, and as often as Landlord deems advisable. Landlord may
exercise these rights and remedies without regard to whether the exercise of one
right or remedy precedes, concurs with, or succeeds the exercise of another.

(b) A single or partial exercise or a right or remedy shall
not preclude a further exercise thereof or the exercise of another right or
remedy from time to time.

(c) No delay or omission by Landlord in exercising a right or
remedy shall exhaust or impair the same, or constitute a waiver of, or
acquiescence in, a default.

(d) No waiver of a default shall extend to or affect any other
default or impair any right or remedy with respect thereto.

(e) No action or inaction by Landlord, whether it be the
acceptance of Basic Rent or otherwise, shall constitute a waiver of a default.

(f) No waiver of a default shall be effective, unless it is in
writing.

Section 6.04 Limitation of Landlord's Liability.
- ------------ -----------------------------------

Landlord shall have absolutely no personal liability with
respect to any provision of this instrument or in connection with the
relationship of Landlord and Tenant. In case Landlord shall be a joint venture,
partnership, tenancy-in-common, or other form of joint ownership, the members of
the joint venture, partnership, tenancy-in-common, or other form of joint
ownership shall have absolutely no personal liability with respect to any
provision of this instrument or in connection with the relationship of Landlord
and Tenant. Tenant shall look solely to the equity of the then owner of the
Premises in the Premises (or

<PAGE> 25

if the interest of the Landlord is a leasehold interest, Tenant shall look
solely to such leasehold interest) for the satisfaction of any remedies of
Tenant. This limitation of liability shall be absolute and without any
exception.

Section 6.05 Advances by, and Expenses of, Landlord.
- ------------ ---------------------------------------

If an Event of Default shall have occurred, Landlord may pay
any amount payable by Tenant under any provision of this instrument or comply
with any provision of this instrument on the part of Tenant to be complied with,
and make such expenditures in connection therewith (including attorney's
reasonable fees incurred by Landlord by enforcing the provisions of this
instrument) as Landlord deems advisable. Tenant shall pay Landlord, on demand,
each amount so paid or expended by Landlord, with interest at the Prime Rate
plus two (2%) percent. This amount shall be added to the next installment of
Basic Rent. No such payment or compliance by Landlord shall constitute a waiver
of Tenant's failure to make such payment or to comply with such other provision,
or affect any right or remedy of Landlord with respect thereto.

Section 6.06 Construing Various Words and Phrases
- ------------ ------------------------------------

(a) Wherever it is provided herein that a party may perform an
act or do anything, it shall be construed that that party may, but shall not be
obligated to, so perform or so do.

(b) The words "reenter" or "reentry" as used herein are not
restricted to their technical legal meaning.

(i) "At any time" shall be construed as "at any time
or from time to time".

(ii) "Any" shall be construed as "any and all".

(iii) "Including" shall be construed as "including
but not limited to", "include" shall be construed as "include but not limited
to".

Section 6.07 Unenforceability.
- ------------ -----------------

(a) Except as provided for in subsection (b), if any portion
of this Lease shall be held to be unenforceable, that portion of the Lease shall
be deemed to be deleted and the balance of this Lease shall continue in full
force and effect.

(b) If for any reason all or any portion of Section 2.06 shall
be held to be unenforceable pursuant to a judgment or order of a court or
administrative agency properly exercising jurisdiction thereover which is
subject to no further appeals, or

<PAGE> 26

there shall be an assertion by Tenant that all or any portion of that Section is
unenforceable, this Lease shall automatically expire at the election of
Landlord.

Section 6.08 No Oral Changes.
- ------------ ----------------

This Lease may not be changed or terminated orally.

Section 6.09 Interpretation.
- ------------ ---------------

(a) The captions and headings used throughout this Lease are
for convenience of reference only and shall not affect the interpretation of
this Lease.

(b) Anything in this Lease to the contrary notwithstanding:

(i) Any provision which permits or requires a party
to take any particular action shall also be deemed to permit or require to cause
such action to be taken or the party to cause such action to be taken, as the
case may be; and

(ii) Any provision which requires any party not to
take any particular action shall be deemed to require the party not to permit
such action to be taken by any person or by operation of law.

(c) This Lease has been executed in several counterparts; but
the counterparts shall constitute but one and the same instrument.

(d) Wherever a requirement is imposed on any party, it shall
be deemed that such party shall be required to perform such requirement at its
own expense unless it is specifically otherwise provided for in this Lease.

(e) Notwithstanding anything to the contrary, Landlord shall
not be deemed to be a partner of Tenant or a joint venturer with Tenant.

Section 6.10 Successors and Assigns.
- ------------ -----------------------

Subject to the provisions hereof, this Lease shall bind and
inure to the benefit of the parties and their respective successors,
representatives, heirs and assigns.

Section 6.11 Binding Effect.
- ------------ ---------------

Notwithstanding anything to the contrary, this Lease shall not
be deemed to be in full force and effect until counterparts of this Lease are
executed by both Landlord and Tenant and fully executed counterparts are
delivered to both parties.

<PAGE> 27

To signify their agreement to this instrument, Landlord has
caused this Lease to be executed by its duly authorized partners and Tenant has
caused this Lease to be executed and attested to by its duly authorized
officers.

ATTEST: Riverhill Radiation Realty Associates

/s/
By:
- ------------------------ ------------------------------------

ATTEST: Arthur D. Brimberg, M.D., P.C.

/s/ /s/ Arthur D. Brimberg
By:
- ------------------------ ------------------------------------

Tenant's Shareholder in his individual capacity hereby joins in this Lease for
the purpose of consenting and agreeing to be bound by the provisions of Sections
2.07, 4.10, 4.11, 4.12 and 4.17.

/s/ Arthur D. Brimberg
----------------------------------------

Landlord's partners in their individual capacities hereby join in this Lease for
the purpose of consenting and agreeing to be bound by the provisions of Sections
4.11 and 5.06.

/s/
----------------------------------------

<PAGE> 28

2577H

Lease Modification Agreement dated January 2, 1991 between Riverhill
Radiation Realty Associates and Arthur D. Brimberg, M.D., P.C.

The parties agree with each other as follows:

Article 1 The Parties and the Agreement
--------- -----------------------------

Section 1.1 The Parties
- ----------- -----------

(a) The parties to this agreement are Riverhill Radiation Realty
Associates and Arthur D. Brimberg, M.D., P.C.

(b) Riverhill Raditional Realty Associates is a New York partnership.
It has an address at 87 Bedford Road, Katonah, New York 10536. It is referred to
below as "Landlord."

(c) Arthur D. Brimberg, M.D., P.C. is a New York professional
corporation. It has an address at 17 Waters Edge, Rye, New York 10590 and is
referred to below as "Tenant."

Section 1.2 The Lease
- ----------- ---------

(a) The parties refer to the Lease dated as of August 8, 1990 between
Landlord, as landlord, and Tenant, as tenant, (the "Lease"). The Lease relates
to Units 101 and 102 and Parking Space Unit C-16 (collectively the "Premises")
located in the Riverhill Professional Pavillion located at 970 North Broadway,
Yonkers, New York (the "Condominium"). All words and phrases defined in the
Lease shall have the same meaning in this instrument.

(b) Landlord and Tenant have agreed to the following modifications of
the Lease which relate to the financing Mortgage.

Article 2 Modifications of the Lease
--------- --------------------------

Section 2.1 Modification of Subsection 1.02(l) of the Lease
- ----------- -----------------------------------------------

Subsection 1.02(l) of the Lease is modified by renumbering the existing
subsection (l) part (i) and by adding the following part (ii):

"(ii) Notwithstanding the provisions of part (i) of this
subsection 1.02(l), the initial Financing Mortgage means the financing
to be made available by the Hudson Valley National Bank (the "Bank") in
the amount of Seven Hundred Thousand ($700,000,00) Dollars, Three
Hundred Fifty Thousand Dollars ($350,000.00) Dollars which shall be
secured by a mortgage on the Premises ("Loan A") and Three Hundred
Fifty Thousand ($350,000.00) Dollars of which is to be secured by a
pledge of cash or cash equivalent by Landlord ("Loan B"). Loan A shall
be repayable by Landlord making constant monthly payments of principal
of Two Thousand Three Hundred Thirty-three Dollars and 22/100
($2,333.22) plus monthly interest payments on the unpaid principal
balance at the Bank's prime rate plus one and one half (1-1/2%)
percent. The entire unpaid balance plus any accrued interest on Loan A
shall be due and payable sixty (60) months from the closing of the
Loan. Interest only shall be payable monthly on the unpaid principal
balance of Loan B at the Bank's prime rate plus two (2%) percent. The
entire unpaid balance plus any accrued interest on Loan B shall be due
and payable thirty-six (36) months after the closing of the Loan."

<PAGE> 29

Article 3 General Provisions
--------- ------------------

Section 3.1 Reaffirmation
- ----------- -------------

The terms of this agreement shall become effective upon the date of
this agreement. Except as modified, the Lease shall remain in full force and
effect and Tenant reaffirms its obligations and promises to Landlord under the
Lease.

Section 3.2 Successors and Assignors
- ----------- ------------------------

This agreement shall bind and inure to the benefit of the parties and
their successors and assigns under the Lease.

Section 3.3 Authority
- ----------- ---------

The person executing this agreement for Landlord and Tenant represent
to each other that they have been authorized to execute this agreement by their
respective parties.

To signify its agreement to the foregoing, Landlord has caused this
instrument to be executed by one of its general partners. To signify this
agreement to the foregoing, an officer of Tenant has executed this instrument.

Landlord:

Witness: Riverhill Radiation Realty
Associates

By: /s/ Edward W. Kelly
- ----------------------------- ------------------------------------
Edward W. Kelly, General Partner

Tenant:

Witness: Arthur Brimberg, M.D., P.C.

By:/s/ Arthur Brimberg
- ----------------------------- ------------------------------------
Arthur Brimberg, M.D.

Tenant's shareholder in his individual capacity hereby joins in this
modification for the sole purposes of consenting and agreeing that this
modification does not release him from his consents and agreements and to be
bound by the provisions of Section 2.07, 4.10, 4.11, 4.12 and 4.17 and agreeing
to be bound by the modification of Section 1.02(l).

/s/ Arthur Brimberg
----------------------------------------

- 2 -

<PAGE> 30

STATE OF NEW YORK )
ss.:
COUNTY OF WESTCHESTER )

On this 21st day of January, 1991, before me personally came EDWARD W.
KELLY, to me known to be the person who executed the foregoing instrument, and
who, being duly sworn by me, did depose and say that he is the general partner
of RIVERHILL RADIATION REALTY ASSOCIATES, a partnership, and that he executed
the foregoing instrument and that he had authority to sign the same, and he
acknowledged to me that he executed the same as the act and deed of said firm
for the uses and purposes therein mentioned.

/s/ Mary M. Hayes
-------------------------------

STATE OF NEW YORK )
ss:
COUNTY OF WESTCHESTER )

On the 21st day of January, 1991, before me personally came ARTHUR D.
BRIMBERG, M.D., to be known, who, being by me duly sworn did depose and say the
he resides in Rye, New York; that he is the President of ARTHUR D. BRIMBERG,
M.D., P.C., the professional corporation described in and which executed the
above instrument; and that he signed his name thereto.

/s/ Mary M. Hayes
-------------------------------

- 3 -

<PAGE> 31

Lease Modification Agreement dated August 1, 1994 between Riverhill
Radiation Realty Associates and Arthur D. Brimberg, M.D., P.C.

The parties agree with each other as follows:

Article I The Parties and the Lease
--------- -------------------------

Section 1.1 The Parties
- ----------- -----------

(a) Riverhill Radiation Realty Associates is a New York partnership. It
has an address at 87 Bedford Road, Katonah, New York 10536 and is referred to
below as "Landlord".

(b) Arthur D. Brimberg, M.D., P.C. is a New York professional
corporation. It has an address at 970 North Broadway, Yonkers, New York 10701.
It is referred to below as "Tenant".

Section 1.2 The Lease
- ----------- ---------

(a) (i) The parties refer to the lease dated August 8, 1990 between
Landlord and Tenant which was attended by the Lease Modification Agreement dated
January 21, 1991 (collectively the "Lease"). The Lease presently relates to
Units 101 and 102 and parking space Unit C-16 (collectively the "Premises") in
the building known as and located in the Riverhill Professional Pavilion which
is located at 970 North Broadway, Yonkers, New York 10701. All terms defined in
the Lease shall have the same meaning in this instrument unless modified herein.

(ii) Tenant has advised Landlord that it needs additional
space. Landlord has entered into the contract dated November 14, 1994 with D & R
Partnership to purchase Unit 103 at the Building in order to supply Tenant with
the additional space.

(b) Landlord and Tenant have agreed to modify the Lease in order to
reflect their agreements relating to modification of the term of the Lease and
other changes and to take into account Landlord's intention to close on the
purchase of Unit 103 on or about January 13, 1995 subject to the terms of that
contract in order to lease it to Tenant.

Article 2 Modifications of the Lease
--------- --------------------------

Section 2.1 Modification of subsection 1.02(a) of the Lease
- ----------- -----------------------------------------------

Subsection 1.02(g) of the Lease is modified by deleting the subsection
in its entirety and substituting the following for it:

"(g) "Commencement Date" means August 1, 1994 as to Units 101
and 102 and parking space Unit C-16. "Commencement Date" means the
actual date of closing under Landlord's contract of sale for Unit 103."

Section 2.2 Modification of subsection 1.02(k) of the Lease
- ----------- -----------------------------------------------

Subsection 1.02(k) of the Lease is modified by deleting the subsection
in its entirety and substituting the following for it:

"(k) "Expiration Date" means November 30, 2004. If the term of
this Lease is extended, the date to which the term is extended shall be
the Expiration Date. However, if this Lease is cancelled before the
Expiration Date either as originally fixed or as extended, the
Expiration Date shall be the effective date of the cancellation."

<PAGE> 32

Section 2.3 Modification of subsection 1.02(n) of the Lease
- ----------- -----------------------------------------------

Subsection 1.02(n) of the Lease is modified by adding the following
sentence to it:

"Tenant represents and warrants that it has inspected Unit 103
and is thoroughly acquainted with the condition of the Unit. The
parties hereby agree that Landlord shall not be required to perform any
work in order to prepare Unit 103 for Tenant's occupancy."

Section 2.4 Modification of Subsection 1.02(r) of the Lease
- ----------- -----------------------------------------------

Subsection 1.02(r) of the Lease is modified by deleting the first
sentence of the subsection in its entirety and substituting the following for
it:

"Premises" means Units 101 and 102 and parking space Unit C-16
of the Condominium together with the undivided interest in the
condominium applicable to each such Unit until the closing of the sale
of Unit 103 by Landlord. Thereafter, "Premises" shall mean Units 101,
102 and 103 and parking space Unit C-16 of the condominium together
with the undivided interests in the condominium applicable to each such
Unit."

Section 2.5 Modification of subsection 2.03(d) of the Lease
- ----------- -----------------------------------------------

Subsection 2.03(d) of the Lease is modified as follows:

(a) By deleting part (i) in its entirety and substituting the following
for it:

"(i) The annual rate of Basic Rent for the portion of
the Premises consisting of Units 101, 102 and parking space
Unit C-16 shall be One Hundred Twenty ($120,000.00) Dollars
per annum."

(b) By deleting the existing part (ii) and adding the
following:

"(ii) The annual rate of Basic Rent for the portion
of the Premises consisting of Unit 103 shall be Thirty- six
Thousand ($36,000.00) Dollars per annum."

Section 2.6 Modification of section 2.06 of the Lease
- ----------- -----------------------------------------

Section 2.06 of the Lease is modified by deleting the section in its
entirety and substituting the following for it:

"Section 2.06 Additional Rent.

(a) In addition to Basic Rent and other charges
payable under this Lease, during the initial term of this
Lease excluding all extensions and renewals, Tenant shall pay
Additional Rent to Landlord at the annual rate of One Hundred
Fifty Thousand ($150,000.00) Dollars.

(b) Additional Rent shall be paid by good check made to the
order of Landlord or as Landlord may direct. Additional Rent payments shall be
delivered by hand to Landlord or placed in the United states mail addressed to
Landlord at the place where notices to Landlord are required to be directed or
to such other place as Landlord amy designate by giving notice to Tenant.
Additional Rent shall be paid without notice, demand, setoff, counterclaim,
deduction or abatement.

- 2 -

<PAGE> 33

(c) (i) Additional Rent shall be payable in equal monthly
installments. Each installment of Additional Rent shall be due in advance. The
first installment of Additional Rent shall be paid on the commencement Date and
each subsequent installment of Additional Rent shall be paid in advance on the
first day of each subsequent month during the term.

(ii) If the commencement Date is other than the first
day of a month or if the Expiration Date is other than the last day of a month,
Additional Rent for the month in which the commencement Date occurs or the month
in which the Expiration Date occurs shall be prorated equitably.

(d) Additional Rent shall be due and payable whether or not
Landlord submits a bill for any amount due.

(e) Additional Rent shall be paid in lawful money of the
United states which shall be legal tender for all debts at the time of payment.

(f) Any delay or failure of Landlord to bill for any item of
Additional Rent, if a bill shall be required, shall not constitute a waiver of
or in any way impair the continuing obligation to pay that item of Rent.

Section 2.7 Modification of section 2.07 of the Lease
- ----------- -----------------------------------------

Section 2.07 of the Lease is modified by deleting the section in its
entirety and substituting the following for it:

"Section 2.07 Option to Extend.
------------- -----------------

(a) provided that Tenant shall not be in default under this
Lease, this Lease is in full force and effect and Tenant is in
occupancy of the Premises, Tenant shall have the right to
extend the term for two additional period of five (5) years
each. Tenant may exercise each option by giving notice to
Landlord at least nine (9) months prior to the then scheduled
Expiration Date. The terms and conditions applicable to each
extension period shall be the same terms and conditions in
effect on the last day of the immediately proceeding portion
of the term, except that the annual rate of Additional Rent
payable during each extension period shall be calculated in
accordance with subsections (b) and (c) of this section. Upon
the expiration of the two additional periods of five (5)
years, Tenant shall have no further option to extend the Term.
Time shall be of the essence with respect to the notice
periods provided for in this section.

(b) (i) The annual rate of "Rent" payable during the
first five (5) year extension period shall be the greater of
(x) the annual rate of Additional Rent in effect on the last
day of the immediately preceding portion of the term; or (y)
the "Fair Rental Value".

(ii) The annual rate of Rent during the second five
year extension period shall be the greater of (x) the annual
rate of Rent on the last day of the immediately preceding
portion of the term; or (y) the Fair Rental Value. The Fair
Rental Value shall be determined in accordance with subsection
(c).

(c) If Tenant shall have exercised an option to
extend the Term in accordance with part (i) of subsection
2.07(b), on the sixtieth day prior to the end of the then
current portion of the Term, if the

- 3 -

<PAGE> 34

parties are unable to agree upon a Fair Rental Value, Tenant
shall select an independent real estate broker or appraiser
and notify Landlord of Tenant's selection. Within ten days
after receipt of Tenant's notice, Landlord shall select an
independent broker or appraiser. Within ten days after the
second broker or appraiser is selected, the two experts shall
select a third real estate broker or appraiser (an "expert").
If they shall fail to do so, either Landlord or Tenant may
apply to the American Arbitration Association for the
appointment of a third expert. Within ten days after each is
selected, the three experts shall determine the Fair Rental
Value. The Fair Rental Value shall be ninety-five (95%)
percent of the anticipated fair market rental value of the
Premises as of the last day of the then current portion of the
Term. The determination of a minority of the experts shall be
binding upon both parties. Tenant and Landlord shall each bear
one-half of the cost of the experts. If either party shall
fail to select an expert when required to do so, the Fair
Rental Value shall be determined by the expert selected by the
other party.

(d) Rent during the extension periods shall be paid
in accordance with subsections 2.06(b) through 2.06(e) and the
other provisions of the Lease."

Section 2.8 Modification of Section 3.03 of the Lease
- ----------- -----------------------------------------

Section 3.03 of the Lease is hereby deleted in its entirety.

Section 2.9 Modification of Section 4.05 of the Lease
- ----------- -----------------------------------------

Section 4.05 of the Lease is modified by adding the following
subsection 4.05(c):

"(c) (i) Landlord hereby consents to the installation of
medical equipment for the practice of radiation oncology in Unit 103
including the installation of a varian linear accelerator and the
shielding related thereto (collectively the "103 Equipment").

(ii) Tenant understands and agrees that notwithstanding
Landlord's consent set forth in part (i) of this subsection, if the
installation of the 103 Equipment requires the condominium Board's
consent, Tenant shall be responsible for obtaining said consent and
submitting to the condominium Board in the form it may require any
request required by the condominium Board or the condominium Plan to
install the 103 Equipment. Tenant shall also be responsible for
submission to the condominium Board of any plans, specifications or
other documents or bonds required for their consent and the performance
at Tenant's sole cost and expense of any work required by the
condominium Board as a requirement of their consent to the installation
of the 103 Equipment."

Section 2.10 Modification of section 4.10 of the Lease
- ------------ -----------------------------------------

Section 4.10 of the Lease is hereby deleted in its entirety.

section 2.11 Modification of section 4.11 of the Lease
- ------------ -----------------------------------------

Section 4.11 of the Lease is modified by adding the following as
subsection 4.11(d):

"(d) Notwithstanding anything to the contrary, neither
Landlord nor Landlord's individual partners

- 4 -

<PAGE> 35

shall be required to guaranty any lease of any 103 Equipment or to
guaranty any other equipment lease entered into after the date of this
Lease modification for equipment to be used in or installed at or which
may relate to Units 101, 102 or 103."

Section 2.12 Modification of Section 4.12 of the Lease
- ------------ -----------------------------------------

Section 4.12 of the Lease is hereby deleted in its entirety.

Section 2.13 Modification of Subsection 4.16(b) of the Lease
- ------------ -----------------------------------------------

Subsection 4.16(b) of the Lease is modified by deleting the subsection
in its entirety and substituting the following:

"(b) Upon the Expiration Date of this Lease, Tenant shall
remove the Equipment and the 103 Equipment including any lead or other
shielding from the Premises unless Landlord and Tenant agree in writing
to the contrary. Tenant shall repair any damage to the Premises caused
by the removal of the Equipment and/or the 103 Equipment."

Section 2.14 Modification of Section 5.02 of the Lease
- ------------ -----------------------------------------

Section 5.02 of the Lease is modified by deleting the phrase "the first
twelve (12) Lease Years" wherever same may appear and substituting for wherever
same may appear the phrase "the initial term of this Lease".

Section 2.15 Modification of Section 5.05 of the Lease
- ------------ -----------------------------------------

Section 5.05 of the Lease is hereby deleted in its entirety. In order
to indicate Landlord's agreement to waive any interest in the collateral,
Landlord shall deliver UCC-3's terminating its interest therein.

Section 2.16 Modification of Section 5.06 of the Lease
- ------------ -----------------------------------------

Section 5.06 of the Lease is hereby deleted in its entirety.

Article 3 Estoppel
--------- --------

Section 3.1 Landlord's Estoppel
- ----------- -------------------

Landlord hereby represents and warrants to Tenant as of the date hereof
that the Lease is in full force and effect, that Tenant has paid all Rent and
other charges due under the Lease through November 30, 1994, and that Tenant is
not in default of any of the terms and provisions of the Lease or its
obligations thereunder. Landlord has no knowledge of any event which with the
passage of time or the giving of notice shall ripen into a default of Tenant's
obligations under this Lease.

Section 3.2 Tenant's Estoppel
- ----------- -----------------

Tenant hereby represents and warrants to Landlord as of the date hereof
that the Lease is in full force and effect and that Landlord is not in default
of any of the terms and provisions of the Lease or its obligations thereunder.
Tenant has no knowledge of any event which with the passage of time or the
giving of notice shall ripen into a default of Landlord's obligations under this
Lease.

- 5 -

<PAGE> 36

Article 4 Miscellaneous
-----------------------

Section 4.1 Reaffirmation
- ----------- -------------

The terms of this agreement shall become effective on the date hereof.
Except as modified by this agreement, the Lease shall remain in full force and
effect.

Section 4.2 Successors and Assigns
- ----------- ----------------------

This agreement shall bind and inure to the benefit of the parties and
their respective successors and assigns.

To signify their agreement to the above, Landlord and Tenant have each
caused this instrument to be executed and attested to by their duly authorized
representatives.

Landlord:

Witness: Riverhill Radiation Realty
Associates

/s/ By:/s/
- ----------------------------- -------------------------------------
General Partner

Tenant:

Attest: Arthur D. Brimberg, M.D., P.C.

By:/s/Arthur D. Brimberg
- ----------------------------- -------------------------------------
Arthur D. Brimberg, President

- 6 -

<PAGE> 37

CONSENT TO ASSIGNMENT

The undersigned, Riverhill Radiation Realty Associates LLC as landlord
in the Lease referred to in the foregoing Assignment of Lease, hereby consents
to the Assignment of Lease and releases Riverhill Radiation oncology, P.C.
immediately upon payment of the Working Capital Note referenced below from its
obligations under the Lease which accrue on or after the effective time
specified in Section 4.

Assignee understands and agrees the Landlord's consent to this
assignment shall not be deemed to be a waiver on the part of Landlord of any
prohibition of any future transfer, assignment or subletting of the premises
demised under the Lease except that there may be a sublease to Riverhill
Radiation Oncology, P.C.

In order to induce landlord to consent to the assignment Assignee
hereby agrees that Landlord's consent is subject to and conditioned upon
Assignee's agreement and consent to pay to Landlord within thirty (30) days of
this Assignment and Consent Assignor's Working Capital Note in the unpaid
principal amount of $143,900. Assignee further agrees that the payment of the
working capital Note shall be deemed additional rent under the Lease and that
the failure to pay the note shall be a default under the Lease, allowing the
Landlord all of the remedies as Landlord under the Lease.

Riverhill Radiation Realty
Associates, LLC

By: /s/ Edward Kelly
----------------------------
Name: Edward W. Kelly
Title: Member

This instrument prepared by:
Susan Ballard Salyer
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
(513) 381-2838

<PAGE> 38

GUAR.HCP - 3/20/98

GUARANTY DATED AS OF MARCH 20, 1998 FROM RADIATION THERAPY SERVICES,
INC. TO RIVERHILL RADIATION REALTY ASSOCIATES LLC.

Radiation Therapy Services, Inc. guarantees to and agrees with
Riverhill Radiation Realty Associates LLC as follows:

SECTION 1 THE LEASE AND THE PARTIES.
- --------- --------------------------

(a) This Guaranty concerns the lease dated as of August 8, 1990 between
Riverhill Radiation Realty Associates as landlord, and Arthur D. Brimberg
M.D.P.C., as tenant. The lease was modified by modification agreements dated
January 21, 1991 and August 1, 1994. The lease as modified is referred to as the
"Lease". The Lease relates to Units 101, 102 103 and parking space C-16
(collectively the "Premises") in the building known as and located at 970 North
Broadway, Yonkers, New York 10701. All terms defined in the Lease shall have the
same meaning in this Guaranty.

(b) Riverhill Radiation Realty Associates LLC is a New York limited
liability company. It is the successor to Riverhill Radiation Realty Associates
a New York partnership. It has an address at 970 North Broadway, Yonkers, New
York 10701. It is referred to below as "Landlord".

(c) On or about September 8, 1995 Arthur D. Brimberg M.D.P.C. amended
its certificate of incorporation and changed its name to Riverhill Radiation
Oncology P.C. Contemporaneously with the delivery of this guaranty, Riverhill
Radiation Oncology P.C. assigned its interest under the Lease to New York
Radiation Therapy Management Services, Inc. (the "Assignee"), subject to
Landlord's consent. In order to induce Landlord to consent to the assignment,
Assignee agreed to have the Lease guaranteed by its parent corporation.

(d) Radiation Therapy Services, Inc. is a Florida corporation. It has
an address at 1850 Boy Scout Drive, Suite A-101, Fort Myers, Florida 33907. It
is referred to below as "Guarantor". Guarantor owns all of the stock of and is
the parent of Assignee.

SECTION 2 THE GUARANTY.
- --------- -------------

(a) (i) Guarantor hereby irrevocably guarantees to Landlord the full
performance of the Assignee's obligations as Tenant under the Lease (the
"Guaranty") on and after the date of the assignment. Guarantor has guaranteed
Assignee's obligations as Tenant under the Lease and agrees to its other
obligations under this Guaranty in order to induce Landlord to consent to the
assignment of the Lease.

- 2 -

<PAGE> 39

(ii) Guarantor further guarantees the payment within thirty
(30) days of the date hereof of the Working capital note for $143,900 previously
delivered to Landlord by assignor.

(b) The obligations guaranteed by Guarantor include, but are not
limited to, the payment of all Rent and all other sums payable under the Lease
and the performance of all of the other obligations of the tenant under the
Lease.

(c) If Assignee fails to comply with any of its obligations under the
Lease, Guarantor shall promptly perform the obligation.

SECTION 3 TERM OF THIS GUARANTY.
- --------- ----------------------

This Guaranty shall remain in effect until the later of the Expiration
Date of the Lease as it may be extended or until Assignee has discharged all of
its obligations under the Lease.

SECTION 4 WAIVER.
- --------- -------

Guarantor waives all notices or demands given or required to be given
to tenant under the Lease. The waiver extends to any notice of default under the
Lease and to any notice of modification, extension or indulgence granted to
Assignee. Guarantor waives all right to trial by jury in any lawsuit, action or
proceeding relating to the Lease.

SECTION 5 BINDING EFFECT OF THIS GUARANTY.
- --------- -------------------------------

(a) The Guaranty shall bind Guarantor and its successors and assigns.

(b) The Guaranty shall inure to the benefit of Landlord and any
successors and assigns of Landlord.

(c) The liability of Guarantor is co-extensive with that of Assignee
and this Guaranty shall be enforceable against Guarantor without the necessity
of any suit or proceeding on Landlord's part of any kind or nature whatsoever
against Assignee and without the necessity of any notice of nonpayment,
nonperformance or nonobservance or of any notice or acceptance of this Guaranty
or of any other notice or command to which Guarantor might otherwise be
entitled, all of which Guarantor hereby expressly waives.

(d) This Guaranty shall not be terminated, modified or impaired because
of all or any of the following actions:

(1) any extension, modification, renewal or amendment of the
Lease;

(2) any action Landlord may take or fail to take against
Assignee; or any wavier or failure to enforce any of the

- 3 -

<PAGE> 40

rights or remedies available to Landlord or to which Landlord may be entitled
under law or in equity;

(3) any assignment or other transfer by Landlord of Landlord's
interest in the Premises; or assignment by Assignee of Assignee's leasehold
estate in the Premises or any sublease of all or any portion of the Premises,
including a sublease to Assignor, or any transfer of Assignee's stock including
but not limited to any nonliability of Assignee under the Lease due to
insolvency, discharge in bankruptcy, or any other defect or defense which now or
may hereafter exist in favor of Assignee;

(4) any extension of time that may be granted to Assignee by
Landlord;

(5) any consent, release, indulgence or other action, act or
omission under or in respect to the Lease;

(6) any dealings or transactions or matter or thing occurring
between Landlord and Assignee; or

(7) any bankruptcy, insolvency, reorganization, liquidation,
arrangement, assignment for the benefit of creditors, receivership, trusteeship
or similar proceeding relating to Assignee, whether or not any notice thereof is
given to Guarantor.

SECTION 6 ENFORCEMENT.
- --------- ------------

(a) At the sole option of Landlord, Guarantor may be joined in any
lawsuit, action or proceeding in connection with the Lease. At the option of
Landlord, Landlord may recover against Guarantor in any such lawsuit, action or
proceeding even if Landlord does not pursue any remedy against Assignee or
exhaust its remedies against Assignee.

(b) Guarantor shall be conclusively bound by the judgment in any
lawsuit, action or proceeding brought against Assignee relating to the Lease as
if Guarantor were a party. Even if Guarantor is not joined in the lawsuit,
action or proceeding as a party, Guarantor shall be bound regardless of the
jurisdiction in which the lawsuit, action or proceeding is brought.

(c) If this Guaranty shall be held to be ineffective or unenforceable,
Guarantor shall be deemed to be a party under the Lease with the same force and
effect as if Guarantor had executed the Lease as tenant or was named as a joint
party with Assignee under the Lease and at Landlord's request, Guarantor shall
enter into a new lease with Landlord, the provisions of which new lease shall
contain all of the provisions of the Lease except that the term thereof shall be
the balance of the term of the Lease.

- 4 -

<PAGE> 41

(d) If Landlord shall be obligated by any bankruptcy or other law to
repay to Assignee, to Guarantor, or to any trustee, receiver or other
representative, or either of them, any amounts previously paid, this Guaranty
shall be reinstated in the amount of such repayments. Landlord shall not be
required to litigate or otherwise dispute its obligation to make such repayments
if it in good faith believes that such obligation exists.

SECTION 7 ASSIGNEE'S REPRESENTATIONS
- --------- --------------------------

To induce Landlord to accept this Guaranty, Assignee represents and
warrants as follows:

(a) Assignee has the full right and authority to execute this Guaranty
and perform all of its obligations under this Guaranty without the approval or
joinder of any other party.

(b) The execution of this Guaranty and the performance of the
obligations contemplated by this Guaranty by Guarantor shall not cause a breach
or constitute a violation of any other agreement or instrument to which
Guarantor is bound or is a party.

(c) No certificate, consent or approval of any person, firm, entity or
governmental agency or authority is required before Guarantor may execute,
deliver or perform its obligations under this Guaranty.

SECTION 8 APPLICABLE LAW; JURISDICTION AND VENUE
- --------- --------------------------------------

(a) This Guaranty shall be governed by New York law.

(b) Guarantor agrees to submit to personal jurisdiction in the State of
New York in any lawsuit, action or proceeding arising from this Guaranty. Venue
shall be in Westchester County.

(C) GUARANTOR CONSENTS TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED
MAIL AT GUARANTOR'S ADDRESS AND IN ACCORDANCE WITH THE PROVISIONS HEREOF OR IN
ANY OTHER MANNER PROVIDED BY LAW. GUARANTOR AGREES THAT SERVICE IN THE FOREGOING
MANNER SHALL BE DEEMED, IN EVERY RESPECT, EFFECTIVE SERVICES OF PROCESS UPON
GUARANTOR, OR THE APPLICABLE AFFILIATE OF GUARANTOR, AND BE TAKEN AND HELD TO BE
VALID PERSONAL SERVICE OF PROCESS UPON, AND PERSONAL DELIVERY TO, GUARANTOR.
GUARANTOR AGREES THAT GUARANTOR'S SUBMISSION TO JURISDICTION AND SERVICE OF
PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LANDLORD.

- 5 -

<PAGE> 42

In order to signify its agreement to the foregoing, Guarantor has
executed, delivered this Guaranty as of the date set forth on page one hereof.

Attest: Radiation Therapy Services Inc.

By:
/s/ /s/ David Schiering
- ------------------------------ --------------------------------

STATE OF FLORIDA )
) SS.:
COUNTY OF LEE )

On this 31st day of March, 1998 before me personally came G.
DAVID SCHIERING to me known, who being by me duly sworn, did
depose and say that he resides at 4809 GRIFFIN BLVD. FT. MEYERS;
that he is the C.O.O. of Radiation Therapy Services, Inc. the
corporation described in and which executed the above instrument;
and that he signed his name thereto by order of the board of
directors of said corporation.

/s/ Margarita Suarez
--------------------------------

- 6 -

<PAGE> 1
EXHIBIT 10.8

LEASE dated as of July 18, 1994 between Health Care Properties, Inc.,
as Landlord, and Riverhill Radiation Realty
Associates, as Tenant.

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the "Premises" (as defined below) situated in Yonkers, New York.

The parties agree with each other as follows:

ARTICLE I
---------

THE PARTIES, THE PREMISES, DEFINED TERMS
----------------------------------------

Section 1.01. The Parties.
------------- ------------

(a) Health Care Properties, Inc. is a New York corporation.
It has an address at 87 Bedford Road, Katonah, New York 10536.
It is referred to in this Lease as "Landlord".

(b) Riverhill Radiation Realty Associates is a New York general
partnership. It has an address at c/o Suite 101, 970 North Broadway, Yonkers,
New York 10701. It is referred to in this Lease as "Tenant".

Section 1.02. The Premises.
------------- -------------

(a) The "Premises" means Unit 111B of the "Condominium". The parties
intend that the Premises shall consist of approximately 1,539 gross square feet.

(b) The "Condominium" means the building and appurtenant land and
facilities known as Riverhill Professional Pavilion established for condominium
ownership under Article 9-B of the New York Real Property Law pursuant to the
declaration dated November 2, 1989, recorded in the Westchester County Clerk's
Office, in Liber 9666 of Conveyances, page 120 (the "Declaration").

(c) The building in which the Premises is located is referred to in
this Lease as the "Building". The Building is known as 970 North Broadway,
Yonkers, New York 10701.

Section 1.03. The Plan.
------------- ---------

(a) The "Plan" means the offering plan for the Condominium filed by
Landlord with the New York State Department of Law, as amended from time to
time.

(b) Tenant acknowledges receipt of a complete copy of the Plan
including, but not limited to, the Declaration and by-laws of the Condominium
(the "By-Laws") and represents that Tenant has reviewed same and is familiar
with its terms.

ARTICLE II
----------

MAKING THE PREMISES READY FOR OCCUPANCY
---------------------------------------

Section 2.01. Landlord's Work.
------------- ----------------

(a) Tenant represents and warrants that it has inspected the Building
and the Premises and is thoroughly acquainted with their condition. The parties
hereby agree that, except as otherwise provided herein in subsection 2.01(b),
Landlord shall

- 1 -

<PAGE> 2

not be required to perform any work in order to prepare the Premises for
Tenant's occupancy.

(b) Within thirty (30) days of the date of this Lease, the parties
shall commence to work together to develop the design specifications based upon
Tenant's design plans for the Premises and choose the carpet and paint finishes
and all similar items necessary to perform Landlord's Work. After these items
are agreed to by the parties, to the extent that these items of work or
materials to be furnished are to be performed or supplied at Landlord's sole
cost, they shall be deemed "Landlord's Work" and shall be incorporated into this
Lease by reference as Exhibit A. Once these design specifications and the tenant
choices are made and after the necessary permits and other governmental
approvals are issued, Landlord shall commence to perform Landlord's Work in
accordance with and to the extent as then incorporated into Exhibit A and
substantially complete Landlord's Work on or before one hundred eighty (180)
days thereafter subject to "Force Majeure" (as defined below).

(c) (i) If Tenant shall request that Landlord perform work to prepare
the Premises for Tenant's occupancy in addition to Landlord's Work; or if Tenant
shall be required to pay for any portion of Landlord's Work, Tenant shall pay
Landlord for the work by good check subject to collection on substantial
completion of Landlord's Work.

(ii) If during the course of Landlord's Work, Tenant requests
that Landlord perform additional work to prepare the Premises for Tenant's
occupancy, Tenant shall pay Landlord for this additional work as follows: fifty
(50%) percent simultaneously with the ordering of such work, and fifty (50%)
percent on substantial completion of such work.

(iii) If Tenant fails or refuses to make any payment under
part (i) or (ii) of this subsection 2.01(c) or if the check delivered to
Landlord is uncollectible for any reason whatsoever, it shall be deemed a
"Default" under part (i) of subsection 8.01(a) of this Lease.

ARTICLE III
-----------

TERM
----

Section 3.01. The Term Defined
------------- ----------------

(a) The Term shall commence on the "Commencement Date" and shall expire
on the "Expiration Date", as defined in Section 3.02.

(b) At any time after the Commencement Date, at the request of either
party, the other party shall execute a certificate in recordable form setting
forth the exact Commencement Date and the originally fixed Expiration Date.

Section 3.02. Commencement Date and Expiration Date.
------------- --------------------------------------

(a) The "Commencement Date" shall be the earlier to occur of (i) the
date Tenant shall commence to do business at the Premises or (ii) the date
Landlord's Work is substantially completed and a certificate of occupancy or its
equivalent therefor is issued. If the issuance of a certificate of occupancy or
its equivalent is delayed by reason of the acts or omissions of Tenant,
including Tenant's failure to complete, in a timely fashion, any work or
alterations which Tenant has elected to perform, the Commencement Date shall be
the date a certificate of occupancy or its equivalent would have been issued if
not for Tenant's acts or omissions. Reference to a certificate of

- 2 -

<PAGE> 3

occupancy in this section includes a temporary certificate of occupancy and/or a
partial/final certificate of occupancy provided that Landlord's Work is
substantially completed.

(b) The Expiration Date shall be the second (2nd) anniversary of the
Commencement Date. The Expiration Date may be extended pursuant to Section 3.03.
If this Lease is canceled or terminated prior to the initially fixed Expiration
Date, the Expiration Date shall be the date on which this Lease is canceled or
terminated.

Section 3.03. Option to Extend.
------------- -----------------

Provided that Tenant shall not be in default under this Lease, which
default shall be continuing, this Lease is in full force and effect and Tenant
is in occupancy of the Premises, Tenant shall have the right to extend the term
for one additional period of five years. Tenant shall exercise the option to
extend the term of the Lease by giving notice to Landlord at least six (6)
months prior to the then scheduled Expiration Date. The terms and conditions
applicable to the extension period shall be the same terms and conditions in
effect on the last day of the immediately preceding portion of the term, except
that the annual rate of Basic Rent payable during the extension period shall be
calculated," in accordance with subsection 4.01(d). Upon the expiration of the
one additional period of five years, Tenant shall have no further option to
extend the Term. Time is of the essence with respect to the notice periods
provided for in this section.

ARTICLE IV
----------

RENT
----

Section 4.01. Basic Rent.
------------- -----------

(a) From and after the Commencement Date and during the initial term of
this Lease, Tenant shall pay Basic Rent to Landlord at the annual rate of Thirty
Thousand Seven Hundred Eighty ($30,780.00) Dollars.

(b) Basic Rent shall be payable in equal monthly installments. Each
installment shall be due in advance on the first day of each month. The first
installment of Basic Rent shall be due promptly upon substantial completion of
Landlord's Work. If the Commencement Date occurs on a day other than the first
day of any month, Basic Rent for the period which commences on the Commencement
Date and ends on the last day of the month in which the Commencement Date occurs
shall be apportioned equitably.

(c) "Lease Year" means a period of one full year. The first Lease Year
shall commence on the Commencement Date and expire on the day preceding the
first anniversary of the Commencement Date. Each subsequent Lease Year shall
commence on the day following the expiration of the preceding Lease Year.

(d) (i) During each of the Lease Years occurring within the five year
extension period referred to in Section 3.03, the annual rate of Basic Rent
shall be the lesser of the product of (x) the annual rate of Basic Rent in
effect on the last day of the preceding Lease Year multiplied by the "CPI
Factor" applicable to the current Lease Year; or (y) the annual rate of Basic
Rent in effect on the last day of the preceding Lease Year multiplied by one
hundred five (105%) percent. This process shall continue for each Lease Year
during the five year extension period.

- 3 -

<PAGE> 4

(ii) "CPI Factor" means a fraction having a numerator equal to
the "CPI Index" applicable to the first day of the current Lease Year and a
denominator equal to the "CPI Index" applicable to the first day of the
immediately prior Lease Year.

(iii) "CPI Index" means the Consumer Price Index "Average All
Cities" published by the Bureau of Labor Statistics based upon the annual period
1982 through 1984. If the annual period upon which the Index is based is
changed, the new period adopted shall be substituted, but the numerator and
denominator shall be adjusted to reflect the difference between the Index based
upon the new period and the Index based upon the period 1982 through 1984. If
the Index currently entitled "Average All Cities" is discontinued, references to
the Consumer Price Index shall be adjusted by adopting another index published
by the Bureau of Labor Statistics and by reflecting the difference between the
new index and the original Index. If the Bureau of Labor Statistics discontinues
publication of all Consumer Price Indexes, the best available index shall be
substituted, and references to the Consumer Price Index shall be adjusted to
reflect the substitution and the difference between the substitute index and the
original Index. References to the Consumer Price Index applicable to a date
means the most recent monthly index published prior to that date.

Section 4.02. Taxes.
------------- ------

(a) From and after the Commencement Date, Tenant shall pay Taxes to
Landlord.

(b) (i) "Taxes" means all taxes, assessments, and governmental charges
which shall be assessed, levied, and imposed upon the Premises also now known as
Section 3, Block 03415, Lot 122 on the Tax Map.

(ii) Subject to part (iii) below, Tenant shall pay Taxes to
Landlord in installments corresponding to the installments payable to the
applicable taxing authority. Tenant shall pay such installments to Landlord
within ten (10) days after Landlord renders a bill therefor.

(iii) Notwithstanding the foregoing, if any mortgagee of the
Premises shall require that Landlord deposit with that mortgagee monthly
installments on account of real estate taxes and assessments, commencing on the
Commencement Date and on the first day of each month thereafter, Tenant shall
pay to Landlord monthly installments on account of Taxes equal to the
installments which Landlord is required to pay with respect to the Premises.

(iv) Landlord and Tenant shall properly adjust Taxes
applicable to periods occurring prior to the Commencement Date and to periods
after the Expiration Date.

Section 4.03. Common Charges
------------- --------------

(a) From and after the Commencement Date, Tenant shall pay "Common
Charges" to Landlord. Common Charges shall be due and payable in monthly
installments on the first day of each month, in advance.

(b) "Common Charges" means the common charges and assessments of any
nature whatsoever payable with respect to the Premises as assessed and allocated
to the Premises pursuant to the By-laws and Declaration of the Condominium by
the board of the Condominium on account of the use, operation, repair,
maintenance, replacement and restoration of the "Common Elements" (as defined in
the Declaration) of the Building and appurtenant facilities and on account of
reserve funds established by the

- 4 -

<PAGE> 5

board of the Condominium. The Plan indicates that 2.611% of the Common Elements
are allocated to the Premises. Therefore, 2.611% of Common Charges are allocated
to the Premises.

(c) Landlord shall deliver to Tenant a copy of any and all bills or
other statements sent to Landlord by the board of the Condominium or the
managing agent for the Condominium.

(d) Landlord and Tenant shall properly adjust any Common Charges
applicable to periods prior to the Commencement Date and to periods after the
Expiration Date.

Section 4.04. Payments of Rent.
------------- -----------------

(a) Additional Rent means Taxes and Common Charges and any other
charges Tenant is required to pay to Landlord other than Basic Rent.

(b) "Rent" means Basic Rent, Additional Rent and any other sum Tenant
is required to pay to Landlord.

(c) Except as otherwise provided, Rent shall be paid by good check made
to the order of Landlord. Except as otherwise provided, Rent payments shall be
placed in the United States mail addressed to Landlord at the place where
notices to Landlord are required to be given. Rent shall be paid without demand,
notice, setoff, abatement or deduction. Landlord shall have the same remedies
with respect to nonpayment of Additional Rent as it may have from time to time
for nonpayment of Basic Rent.

ARTICLE V
---------

THE PREMISES
------------

Section 5.01. Use of the Premises.
------------- --------------------

The Premises shall be used only for a medical office for the practice
of the medical specialty of radiation oncology and for no other purpose.

Section 5.02. Indemnification.
------------- ----------------

(a) Tenant hereby indemnifies Landlord, the Condominium Board,
"Landlord's Mortgagee" (as defined below), the agents, servants, employees,
officers and directors of Landlord and any other designee of Landlord which
Landlord notifies Tenant of, against all liability arising from any and all
Claims which:

(i) arise from or are in connection with Tenant's possession,
use, occupation, management, repair, maintenance or control of the Premises;

(ii) arise from or are in connection with any act or omission
of Tenant or "Tenant's Agents" (as defined below) in or about the Premises or
the Building;

(iii) result in injury to person or property or loss of life
sustained in or about the Premises or the Building as a result of any
negligence, acts or omissions of Tenant or Tenant's Agents.

(b) "Claims" means any claims, actions, causes of action,
responsibility, judgments and executions, suits, proceedings, liability,
demands,

(c) "Tenant's Agents" includes Tenant's employees, servants, licensees,
tenants, subtenants, customers, assignees, contractors and invitees.

- 5 -

<PAGE> 6

Section 5.03. Liens.
------------- ------

(a) If any Lien encumbers Landlord's interest in the Premises as a
result of work done or authorized by Tenant other than Landlord's Work or any
other act or omission by Tenant, Tenant shall discharge the Lien, by bonding it
or otherwise, within thirty (30) days after the notice of the creation of the
Lien.

(b) "Lien" means: any interest, lien, charge, claim or encumbrance
against the Premises, Tenant's leasehold interest in the Premises or against the
Building.

Section 5.04. Repairs and Compliance with Laws.
------------- ---------------------------------

(a) (i) Except as provided in part (ii) below, Landlord shall be under
no obligation to perform repairs of any nature. If there shall be any repairs to
the Premises which the Condominium board is obligated to perform, upon Tenant's
request, Landlord shall notify the board to perform those repairs and use its
reasonable efforts to cause the board to do so.

(ii) Landlord shall be obligated to correct and repair any
defects in workmanship and materials in Landlord's Work for a period of one (1)
year following the Commencement Date.

(b) Except as provided for in part (ii) of subsection (a) above and
except for any repairs the Condominium board is required to make pursuant to the
By-laws or the Declaration, Tenant shall make all repairs necessary to maintain
the Premises in good order and repair and in a safe dry and tenantable condition
and to comply with all legal requirements and/or Insurance Requirements.

Section 5.05. Compliance.
------------- -----------

Tenant shall observe and comply promptly with all present and future
legal requirements, Insurance Requirements, the Bylaws and the Declaration
relating to or affecting the Premises and the Building and Tenant's use and
occupancy of the Premises.

Section 5.06. Surrender of Premises and Related Facilities.
------------- ---------------------------------------------

On the Expiration Date, Tenant shall quit and surrender actual and
exclusive possession of the Premises broom clean and in the state of repair in
existence on the Commencement Date, reasonable wear and tear excepted, together
with all alterations, installations, additions and improvements which may have
been made in or attached on or to the Premises. Upon surrender, Tenant shall
remove its personal property and "Tenant's Equipment" (as defined below) from
the Premises, and Landlord may require Tenant to remove any installations or
alterations made by Tenant, and restore the affected portion of the Premises to
the condition delivered.

Section 5.07. Alterations.
------------- ------------

Tenant shall not make any alterations to the Premises without the prior
written consent of Landlord, which consent shall not be unreasonably withheld or
delayed. If Landlord grants its consent to any alterations, the alterations
shall be performed in a good and workmanlike manner. All alterations made

- 6 -

<PAGE> 7

by Tenant shall comply with and be performed in accordance with all applicable
legal requirements and all Insurance Requirements.

Section 5.08. Tenant's Equipment.
------------- -------------------

(a) "Tenant's Equipment" means all personal property, furniture,
fixtures and equipment installed in the Premises by Tenant whether or not
affixed to the Premises. However, heating, ventilating, air conditioning,
plumbing, electrical, sprinkler, fire detection, and illumination equipment
installed by Tenant shall not be deemed to be included as part of Tenant's
Equipment and shall be considered part of the Premises.

(b) (i) Except as provided in part (ii), Tenant shall be entitled to
affix Tenant's Equipment to, to install Tenant's Equipment in, and to remove
Tenant's Equipment from, the Premises. Tenant's Equipment shall be the property
of Tenant and shall not be deemed to be part of the Premises or subject to this
Lease.

(ii) Tenant may not install any equipment, fixtures or
machinery in a manner which shall cause damage to any part of the Building,
overload existing utility systems, create undue noise or create undue
vibrations.

(c) Upon the Expiration Date, Tenant shall remove Tenant's Equipment.
Upon removal of Tenant's Equipment, Tenant shall repair any damage to the
Premises which shall have resulted from affixing, installing, or removing
Tenant's Equipment.

(d) Tenant shall keep Tenant's Equipment in good order and repair.

Section 5.09. Insurance.
------------- ----------

(a) Tenant shall maintain comprehensive general liability insurance
with respect to the Premises including a contractual liability endorsement in
amounts not less than Three Million ($3,000,000.00) Dollars for each occurrence
or person as to personal injury and Five Hundred Thousand ($500,000.00) Dollars
for each occurrence as to property damage.

(b) Tenant's insurance policy shall be issued by an insurer of
recognized responsibility and shall be satisfactory to Landlord in form and
substance. Landlord, and upon request of Landlord, the Condominium board, any
Mortgagee or other designee of Landlord shall be named as additional insureds
under the insurance policy.

(c) Commencing with the earlier to occur of the Commencement Date or
the Date Tenant first enters upon the Premises, Tenant's insurance policy shall
be delivered to Landlord.

(d) Tenant's insurance policy shall provide, in effect, that the policy
may not be canceled, reduced in amount, or modified by the insurer until at
least thirty days after the insurer shall have notified Landlord and Tenant in
writing.

(e) Tenant shall maintain insurance for Tenant's contents at the
Premises and for all alterations and improvements made to the Premises by or for
the benefit of Tenant, including Landlord's Work. Such insurance shall be for at
least ninety (90%) percent replacement value of those contents, alterations and
improvements. Landlord shall be named as an additional insured under that
policy. Losses under that policy shall be adjusted by Landlord and Tenant
jointly. Tenant shall deliver a copy of the policy to Landlord.

- 7 -

<PAGE> 8

(f) "Insurance Requirements" means the applicable provisions of the
insurance policy carried by the Condominium covering the Premises or the
Building; all requirements of the insurer of any such policy; and all orders,
rules, regulations and other requirements of any insurance service office which
serves the community in which the Premises are situated.

Section 5.10. Destruction.
------------- ------------

(a) If the Premises is damaged by fire or other casualty, Tenant shall
notify Landlord promptly after the occurrence.

(b) If the whole or any portion of the Premises is damaged by fire or
casualty covered by insurance and this Lease is not terminated pursuant to
subsection 5.10(c), to the extent rental insurance proceeds are actually paid to
Landlord, Basic Rent shall abate from the date of such occurrence in the
proportion that the portion of the Premises rendered unusable bears to the
entire floor area contained within the Premises until the Premises, or damaged
portion of it, shall be rebuilt or repaired as provided in this Section.

(c) If the Building is substantially damaged and the Condominium board
shall decide not to rebuild it (whether or not the Premises is damaged),
Landlord may cancel this Lease by giving notice to Tenant on or before the
ninetieth day after the occurrence. The Building shall be deemed to be
substantially damaged if the cost to repair such damage exceeds fifteen (15%)
percent of the insurable value of the Building.

(d) Tenant hereby waives all rights to terminate this Lease it may have
by reason of damage to the Premises or the Building as a result of fire or other
casualty pursuant to any presently existing or hereafter enacted statute or
other law.

(e) If all or any portion of the alterations and improvements at the
Premises are damaged by fire or other casualty insurable under a standard fire
insurance policy with standard extended coverage endorsements and this Lease is
not terminated, Tenant shall, within a reasonable time after the occurrence and
the time the insurance proceeds become available repair or rebuild the
alterations and improvements to the Premises or the damaged portion of same to
their condition immediately prior to the occurrence.

(f) The proceeds of any insurance maintained by Tenant relating to the
alterations and improvements to the Premises shall be paid to Landlord and
Tenant jointly to be applied to the repair of the alterations and improvements
at the Premises.

Section 5.11. Subrogation.
------------- ------------

(a) Subject to subsection 5.11 (c), Landlord and Tenant hereby release
each other and each other's partners, officers, directors, employees, servants
and agents from liability or responsibility for any loss or damage to property
covered by valid and collectable fire insurance with standard extended coverage
endorsement.

(b) This release shall apply not only to liability and responsibility
of the parties to each other but shall also extend to liability and
responsibility for anyone claiming through or under the parties by way of
subrogation or otherwise. This release shall apply even if the fire or other
casualty shall have been caused by the fault or negligence of a party or anyone
for whom a party may be responsible.

(c) This release shall not apply to loss or damage of property of a
party unless the loss or damage occurs when the fire or extended coverage
insurance policies of the party contain

- 8 -

<PAGE> 9

a clause or endorsement to the effect that any release shall not adversely
affect or impair the policies or prejudice the right of the party to recover
under it. Landlord and Tenant each agree that fire and extended coverage
insurance policies covering the Premises and its contents shall include this
clause or endorsement as long as it shall be obtainable without extra cost, or,
if extra cost shall be charged, so long as the other party pays the extra cost
within ten (10) days after notice that the amount is due. If extra cost shall be
chargeable, the party whose policy is subject to the extra cost shall advise the
other, and of the amount of the extra cost.

Section 5.12. Taking of the Premises.
------------- -----------------------

(a) (i) "Taking" means: the taking of, or damage to, all or part of the
Premises as a result of the exercise of any power of eminent domain or purchase
under threat thereof.

(ii) "Taking Date" means: the date on which the condemning
authority shall have the right to possession of all or part of the Premises.

(iii) "Award" means: the Award for, or proceeds of, any Taking
less the expenses of collecting the Award, including fees of attorneys and
appraisers.

(b) (i) Landlord shall be entitled to the entire Award for any Taking
of all or any part of the Premises. Tenant hereby assigns to Landlord any share
of such Award which may be awarded to it. However, Tenant shall have a right to
prosecute Tenant's separate claim for loss of its personal property at the
Premises, if any, and moving expenses.

(ii) Tenant hereby waives and assigns to Landlord any right to
any portion of the Award for the loss of its leasehold estate in the Premises.

(d) If there is a Taking of part of the Premises, Landlord shall have
the option to cancel this Lease by giving Tenant notice of cancellation within
one hundred eighty (180) days after the Taking. Tenant waives its right, if any,
to cancel this Lease if there is a Taking of part of the Premises.

(e) If this Lease is not canceled, the following shall apply:

(i) Landlord shall restore the Premises to the extent
practical to render them reasonably suitable for the use set forth in Section
5.01. Landlord shall not be obligated to expend in such restoration any sums
greater than the Award.

(ii) The annual rate of Basic Rent shall be proportionately
reduced in the same percentage as the size of the Premises is reduced.

Section 5.13. Access to Premises, Easement for Pipes.
------------- ---------------------------------------

(a) Except as provided in part (ii) below, Landlord, the Condominium
board, and any Mortgagee of the Building shall each be entitled to:

(i) inspect the Premises at reasonable times and upon
reasonable notice; and

(ii) access to the Premises for the purpose of exercising
Landlord's rights under this Lease by Landlord.

- 9 -

<PAGE> 10

(b) Landlord hereby reserves the following rights and privileges:

(i) an easement for all existing wires, pipes, lines, conduits
and related installations now running in, on, under or over the Premises;

(ii) an easement to install new wires and new pipes, wires,
conduits and related installations in, on, over, and under the Premises as long
as such new installations do not unreasonably interfere with Tenant's use of the
Premises; and

(c) In exercising Landlord's rights of entry under this Section,
Landlord shall give Tenant such oral or written notice as shall be reasonable
under the circumstances and Landlord shall be required to take all reasonable
action to avoid damage or loss to Tenant's property and the Premises and to
attempt to 'minimize any interference with Tenant's use of the Premises.
Landlord shall restore any damage caused by Landlord as a result of any such
entry.

ARTICLE VI
----------

UTILITIES
---------

Section 6.01. Electricity, Gas and Water.
------------- ---------------------------

Landlord shall install or caused to be installed electric, water and
gas (if any) meters to measure consumption of those utility services at the
Premises. Tenant shall maintain tenant's own accounts with the applicable
utility companies supplying utility services to the Premises. Tenant shall pay
for the cost of all utility services supplied to or consumed at the Premises.

Section 6.02. Heat, Air Conditioning and Hot Water.
------------- -------------------------------------

(a) Tenant shall pay for its own heat, air conditioning, if any, and
hot water at the Premises.

(b) Tenant agrees to maintain heat at the Premises at all times at a
level reasonably estimated by Landlord to keep waterpipes and sprinklers, if
any, in the Premises from freezing and to otherwise prevent damage to the
Premises or the Building.

(c) During the term, Tenant shall maintain a standard air conditioning
service contract with a recognized air conditioning service contractor
reasonably acceptable to Landlord to provide regular maintenance service for the
air conditioning unit servicing the Premises.

Section 6.03. Disruption of Utility Services.
------------- -------------------------------

(a) Landlord shall not be liable for any interruption or failure in the
supply of gas (if any), electricity or any other service to the Premises unless
the interruption or failure is caused by Landlord's gross negligence or willful
interference.

(b) If the interruption or failure is caused by Landlord's gross
negligence or willful interference, and as a result Tenant is unable to conduct
business at the Premises, Basic Rent and Additional Rent shall abate for the
number of days Tenant is unable to conduct its business.

- 10 -

<PAGE> 11

ARTICLE VII
-----------

INTERESTS IN THE PREMISES
-------------------------
AND TRANSFER OF INTEREST
------------------------

Section 7.01. Assignment of Tenant's Interest.
------------- --------------------------------

(a) (i) Tenant may not assign this Lease or sublet or license the use
of or otherwise transfer all or any part of the Premises without Landlord's
prior written consent, which consent shall not be unreasonably withheld or
delayed. No assignment, subletting, license or transfer shall relieve Tenant or
any guarantor of any obligations under this Lease or any guaranty, as the case
may be. Landlord's consent to any assignment, subletting, licensing or other
transfer shall not be deemed to be a waiver by Landlord of any prohibition
against any future assignment, subletting or transfer by Tenant or an assignee
without Landlord's prior written consent.

(ii) If Tenant is a corporation, the transfer or assignment of
a controlling interest in the stock of Tenant shall constitute a prohibited
assignment of the leasehold estate in the context of this Section 7.01. If
Tenant is a partnership, the assignment or transfer of a partnership interest in
Tenant, shall constitute a prohibited assignment of the leasehold estate in the
context of this Section 7.01.

(b) The consent by Landlord to any transfer, assignment, subletting or
license shall not be deemed to be a waiver on the part of Landlord of any
prohibition of any future transfer, assignment or subletting. In no event shall
an assignment or subletting to which Landlord shall have consented under this
Section release or relieve Tenant of its obligations or liabilities under this
Lease. If Landlord consents to a license or sublease, no licensee or subtenant
shall have the right to assign or transfer the license or sublease or to further
sublet or license the use of that portion of the Premises. Any attempt to do so
shall be void, not confer any rights on any third party and shall constitute a
"Default" (as defined below) under this Lease.

(c) Landlord shall be furnished with a duplicate original of any
approved assignment or sublease within (i) ten (10) days after its execution, or
(ii) prior to its effective date, whichever is earlier. This assignment or
sublease shall be fully executed and in proper form.

(d) Tenant shall reimburse Landlord for all out-of-pocket expenses
incurred by Landlord in reviewing and approving Tenant's request to any
transfer, assignment or sublet.

(e) An assignment or sublease consummated in violation of this Section
shall not be valid.

Section 7.02. Estoppel Certificates.
------------- ----------------------

(a) Within five days after request therefor, either party shall deliver
an Estoppel Certificate to the other party.

(b) An Estoppel Certificate shall set forth the following statements to
the best of the knowledge of the party certifying:

(i) that this Lease has not been supplemented or amended; or
if it is alleged that this Lease shall have been supplemented or amended, the
manner in which it has been supplemented or amended shall be specified;

- 11 -

<PAGE> 12

(ii) that this Lease is in full force and effect; or if it is
alleged that this Lease is not in full force and effect, the reasons for the
allegations shall be specified;

(iii) the date to which Basic Rent and Additional Rent have
been paid; and

(iv) that there exists no condition which constitutes an Event
of Default; or if it is alleged that such condition exists, the nature of the
condition shall be specified.

(c) An Estoppel Certificate may be relied upon by the party requesting
it or any other person to whom the Estoppel Certificate may be exhibited or
delivered. The contents of each Estoppel Certificate shall be binding on the
party which executed it.

Section 7.03. Subordination.
------------- --------------

(a) This lease shall be subordinate to each Mortgage which may encumber
the Premises from time to time, and Tenant hereby agrees to attorn to any
Mortgagee upon the request of Landlord or the Mortgagee.

(b) (i) "Mortgage" means: any mortgage, deed of trust or deed to secure
debt which encumbers the Premises; any modification, consolidation or extension
of any of the foregoing instruments; and any spreading agreements.

(ii) "Mortgagee" means: the holder of a Mortgage.

Section 7.04. Transfer of Landlord's Interest.
------------- --------------------------------

"Landlord" means: the owner of the Premises or the Mortgagee in
possession of the Premises for the time being. Each time the Premises is sold,
the Seller shall be entirely relieved of all obligations and liability as
Landlord under this Lease provided the new owner shall assume the obligations of
Landlord under this Lease arising after the date of the sale.

Section 7.05. Brokerage.
------------- ----------

Tenant represents that there was no broker or other party instrumental
in consummating this Lease and that no negotiations were had with any broker or
other party concerning the renting of the Premises. Tenant agrees to hold
Landlord harmless against any claims for brokerage commission or compensation
arising out of any conversation or negotiation had by Tenant with any broker or
other party.

Section 7.06. Option to Purchase.
------------- -------------------

(a) At any time prior to the fourth (4th) anniversary of the
Commencement Date, Tenant shall have the option to purchase the Premises from
Landlord for a purchase price described in subsection (b). Tenant may exercise
that option by giving notice to Landlord. If Tenant shall exercise that option,
the closing for the purchase shall be held at a location designated by Landlord
on the first business day following the ninetieth (90th) day after the date of
Tenant's notice, or as soon thereafter as possible pending completion of the
applicable New York real property gains tax questionnaire.

(b) (i) The purchase price for the purchase shall be Three Hundred
Seven Thousand Eight Hundred ($307,800.00) Dollars (the"Base Price") if Tenant
shall exercise its option during the
first Lease Year.

- 12 -

<PAGE> 13

(ii) If Tenant shall exercise its option during any subsequent
Lease Year, the purchase price shall be the product of the Base Price multiplied
by the "CPI Factor".

(iii) For the purposes of this Section, the "CPI Factor" shall
be a fraction having a denominator equal to the CPI Index (as defined above)
applicable to the Commencement Date and a numerator equal to the CPI Index
applicable to the date of Tenant's notice given pursuant to subsection (a).
Reference to the CPI Index applicable to a date means the most recently
published Index prior to that date.

(i) Tenant shall pay the purchase price to Landlord by
certified check;

(ii) Landlord shall convey title to the Premises to Tenant by
bargain and sale deed with covenants against grantor's acts;

(iii) The parties shall execute and deliver the required New
York Real Property Gains Tax affidavits and returns;

(iv) Rent, common charges and real estate taxes shall be
adjusted as of the date of the closing; and

(v) Landlord shall deliver a certificate of non-foreign
status.

(d) Title to the Premises shall be/conveyed subject to this Lease, the
By-Laws, the Declaration (as each may have been amended from time to time),
easements, covenants and restrictions of record.

ARTICLE VIII
------------

DEFAULTS, DISPUTES AND REMEDIES
-------------------------------

Section 8.01. Default of Tenant.
------------- ------------------

(a) Each of the following events shall constitute a "Default" by Tenant
under this Lease:

(i) If Tenant fails to pay any Rent when due, and Tenant does
not cure the failure within ten (10) days after Landlord shall have given notice
to Tenant of such failure.

(ii) If Tenant fails to comply with any of its other
obligations of this Lease, and Tenant does not cure the failure within thirty
(30) days after Landlord shall have given notice to Tenant of such failure.

(iii) If Tenant shall make an assignment for the benefit of
creditors; file or acquiesce to a petition in any court (whether or not pursuant
to any statute of the United States or of any state) in any bankruptcy,
reorganization, composition, extension, arrangement or insolvency proceedings;
or make an application in any such proceedings for an acquiesce to the
appointment of a trustee or receiver for it or all of any portion of its
property.

(iv) If any petition shall be filed against Tenant, to which
Tenant acquiesces in any court (whether or not pursuant to any statute of the
United States or any state) in any bankruptcy, reorganization, composition,
extension, arrangement or insolvency proceedings, and Tenant shall thereafter be
adjudicated a bankrupt; such petition shall be approved by any

- 13 -

<PAGE> 14

such court; or such proceedings shall not be dismissed, discontinued or vacated
within sixty days.

(v) If, any proceeding, pursuant to the application of any
person other than Tenant to which Tenant acquiesces a receiver or trustee shall
be appointed for Tenant for all or any portion of the property of Tenant and
such receivership or trusteeship shall not be set aside within sixty days after
such appointment.

Section 8.02. Rights and Remedies Upon Default.
------------- ---------------------------------

If a Default occurs with respect to Tenant, Landlord shall be entitled
to take any action it deems advisable, from time to time, under any one or more
of the provisions of this Section 8.02 or Section 8.03.

(a) Landlord may proceed as it deems advisable, at law or in equity, to
enforce the provisions of this Lease.

(b) Landlord may notify Tenant that this Lease shall terminate on a
date specified in the notice, and this Lease shall terminate on the date so
specified. Notwithstanding such termination, Tenant's liability for its failure
to pay Rent and to comply with any provisions of this Lease shall survive.

(c) Landlord may reenter the Premises and may repossess the Premises by
summary proceedings, ejectment or other legal means. Landlord may dispossess
Tenant and may remove Tenant from the Premises without further notice to Tenant.
The foregoing shall not be construed as a waiver of service of process in any
action or proceeding commenced by Landlord.

(d) Landlord may relet the Premises as a whole or in part and for such
term and extensions as Landlord determines. The term and extensions may be
greater or less than the period which would have constituted the balance of the
Term if this Lease had not been terminated.

(e) Tenant shall pay the following amounts to Landlord, as liquidated
and agreed current damages, on each date when an installment of Rent would have
been payable if this Lease had not been terminated:

(i) The installment of Rent which would have been payable on
that date, minus the rent (if any) received by Landlord with respect to the
reletting of the Premises during the period with respect to which such
installment of Rent would have been payable, plus

(ii) All amounts paid by Landlord during such period
representing (x) other charges that would have been payable by Tenant if this
Lease had not been terminated; and (y) Landlord's expenses of reentering,
repossessing and reletting the Premises including attorneys' reasonable fees and
disbursements, reasonable commissions of brokers, reasonable fees of architects
and engineers in connection with any renovation or alteration, and the
reasonable cost of painting, altering or dividing the Premises.

(f) (i) At Landlord's option, Tenant shall pay liquidated and agreed
final damages to Landlord in the amounts set forth as follows: liquidated and
agreed final damages shall be all Basic Rent and a reasonable estimate of
Additional Rent payable by Tenant under this Lease, for the balance of what
would have been the Term had Landlord not exercised its option under subsection
(b).

(ii) If Landlord exercises its option under part (i) and
Tenant pays the amount required to be paid under part (i),

- 14 -

<PAGE> 15

Tenant shall be discharged from all obligations under this Lease except for any
obligations which shall have accrued prior to the date of the termination under
subsection (b).

(g) If this Lease is canceled pursuant to this Article VIII, or if the
Premises is repossessed pursuant to this Article VIII, Tenant waives any right
of redemption, reentry or repossession and any right to a trial by jury in the
event of summary proceedings.

Section 8.03. Landlord's Right to Cure Potential Defaults.
------------- --------------------------------------------

If Tenant shall fail to perform any of its obligations under this
Lease, Landlord shall have the right to perform the obligation for the account
and at the expense of Tenant whether or not a Default shall have occurred. In
connection therewith, Landlord may pay any reasonable expenses necessary for
such performance. If Tenant fails or refuses to reimburse Landlord for the
expenses, any reasonable fees of attorneys or other professionals incurred in
connection with such performance, and interest at the highest rate legally
allowable under the circumstances, that amount shall be added to the next
installment of Basic Rent. Upon request, Tenant shall be entitled to inspect
Landlord's books and records pertaining to any such amount due.

Section 8.04. Exculpation.
------------- ------------

Landlord, and the officers and directors of Landlord if Landlord is a
corporation, and the agents, servants and/or employees of Landlord shall have
absolutely no personal liability with respect to any provision of this Lease. In
case Landlord shall be a joint venture, partnership, tenancy in common,
association or other type of joint ownership, the members of the venture,
partnership,'association or other form of joint ownership shall have absolutely
no personal liability with respect to any provision of this Lease. If Tenant
shall contend that Landlord shall have any liability to Tenant, Tenant shall
look solely to the equity of the owner of the Premises in the Premises for the
satisfaction of any remedies of Tenant. This limitation of liability shall be
absolute and without exception.

Section 8.05. Waiver of Right of Redemption.
------------- ------------------------------

Tenant hereby expressly waives (to the extent legally permissible), for
itself and for all persons claiming by, through, or under it, any right of
redemption or for the restoration of the operation of this Lease under any
present or future law in case Tenant shall be dispossessed for any cause, or in
case Landlord shall obtain possession of the Premises as provided for in this
Lease.

Section 8.06. Waiver of Trial By Jury.
------------- ------------------------

Tenant hereby waive all right to trial by jury in any claim, action,
proceeding or counterclaim by Landlord against Tenant on any matters arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant, or Tenant's use or occupancy of the Premises.

Section 8.07. Expense of Enforcement and Late Charges
------------- ---------------------------------------

(a) If Landlord gives notice to Tenant that the Tenant has failed to
comply with any of its obligations under this Lease, Landlord shall be entitled
to reimbursement from the Tenant for all expenses incurred in connection with
the notice including the fees and disbursements of attorneys.

- 15 -

<PAGE> 16

(b) If Landlord shall be required to enforce any of the obligations of
the Tenant under this Lease by bringing a lawsuit or arbitration proceeding and
Landlord shall prevail in the lawsuit or arbitration proceeding, Landlord shall
be entitled to reimbursement from Tenant for the reasonable fees and
disbursements of Landlord's attorneys and expert witnesses.

(c) If Tenant fails to pay any installment of Basic Rent or Additional
Rent within fifteen days after the sum shall be due, Tenant shall pay to
Landlord in addition to the payment of Basic Rent and/or Additional Rent a late
charge of five ($.05) cents for every dollar of the payment which is overdue.

Section 8.08. Security.
------------- ---------

(a) On the date of this Lease, the Tenant shall deposit with Landlord
the sum of Two Thousand Five Hundred Sixty-five ($2,565.00) Dollars (the
"Security") as security for the full and faithful performance by Tenant of all
obligations of Tenant under this Lease or in connection with it. If Tenant is in
Default hereunder, Landlord may use, apply or retain the whole or any part of
the Security for the payment of (i) any Rent or any other sum of money which
Tenant may not have paid or which may become due after the occurrence of a
Default, (ii) any sum expended by Landlord on Tenant's behalf in accordance with
the provisions of this Lease, or (iii) any sum which the Landlord may expend or
be required to expend by reason of such Default, including any damages or
deficiency in the reletting of the Premises in connection with Article VIII. The
use, application or retention of the Security or portion thereof by Landlord
shall not prevent Landlord from exercising any other right or remedy provided
for hereunder or at law and shall not operate as a limitation on any recovery to
which Landlord may otherwise be entitled.

(b) If Tenant shall fully and faithfully comply with all of the
provisions of this Lease, the Security or any balance thereof shall be returned
to Tenant after the Expiration Date or upon any later date after which Tenant
has vacated the Premises. In the absence of evidence satisfactory to Landlord of
any assignment of the right to receive the Security, or the remaining balance
thereof, Landlord may return the same to the original Tenant, regardless of one
or more assignments of Tenant's interest in such Security. In such event, upon
the return of such Security (or balance thereof) to the original Tenant,
Landlord shall be completely relieved of liability hereunder.

(c) In the event of a transfer of Landlord's interest in the Premises,
Landlord shall have the right to transfer the Security to the transferee thereof
who shall place the security in an interest bearing account as set forth above.
In such event, Landlord shall be deemed released by Tenant from all liability
for the return of such Security, and Tenant agrees to look solely to such
transferee for the return of said Security. The Security shall not be mortgaged,
assigned or encumbered by Tenant without the written consent of Landlord.

ARTICLE IX
----------

INTERPRETATION AND NOTICE
-------------------------

Section 9.01. Interpretation.
------------- ---------------

(a) Captions and headings used in this Lease are for reference only.
They shall not affect the interpretation of any portion of this Lease. The use
of the word "it" or "its" in reference to a party shall be a proper reference
even if that party is a partnership, an individual or two or more individuals. A
provision that requires a party to perform an action shall be construed as
requiring the party to perform the action or to

- 16 -

<PAGE> 17

cause the action to be performed. A provision that prohibits a party from
performing an action shall be construed as prohibiting such party from
performing the action and requiring the party to take all practical and legal
steps to prevent others from performing the action. "Including" means:
"including but not limited to". "Repair" includes the words "replacement and
restoration", "replacement or restoration", "replace and restore", "replace or
restore", as the case may be. The singular includes the plural; the plural
includes the singular. "Any" means: "any and all". The term "reentry" shall not
be restricted to its technical legal meaning. If any provision of this Lease
shall be held to be invalid or unenforceable to any extent, the remainder of
this Lease shall not be affected, and each provision of this Lease shall be
valid and shall be enforced to the fullest extent permitted by Law.

(b) "Force Majeure" means acts of God; strikes, lockouts or labor
difficulty; explosion, sabotage, accident, riot, or civil commotion; act of war;
fire or other casualty; legal requirements; delay caused by the other party and
causes beyond the reasonable control of a party.

(c) If Tenant is or becomes a partnership, joint venture,
tenancy-in-common or other form of joint ownership, each of the members of the
partnership, joint venture, tenancy-in-common or other form of joint ownership
shall be jointly and severally liable for the performance of Tenant's
obligations and covenants under this Lease and shall be jointly and severally
liable and responsible for Tenant's liabilities under this Lease including the
Tenant's obligation to pay Rent and any other charges which arise under the
Lease or result from Tenant's use or manner of use of the Premises.

(d) With respect to any provision of this Lease which provides, in
effect, that Landlord shall not unreasonably withhold or delay any consent or
approval, Tenant in no event shall be entitled to make, nor shall Tenant make
any claim, and Tenant hereby waives any claim for money damages, nor shall
Tenant claim any money damages by way of setoff, counterclaim or defense based
upon any claim asserted by Tenant that Landlord has unreasonably withheld or
delayed any content or approval. Tenant's sole remedy shall be an action to
enforce any such provision by way of specific performance, injunction or
declaratory judgment.

(e) The following shall apply if the Unit is being created from another
unit or a combination of units. Tenant acknowledges that Landlord has advised
Tenant that Landlord shall be required to subdivide or change the perimeter
boundaries of an existing unit at the Condominium in order to create the Unit.
Tenant further acknowledges that Landlord has advised Tenant that Landlord may
be required to file an amendment to the Plan which reflects these changes.
Accordingly, Tenant understands and agrees that if Landlord is required to file
an amendment to the Plan, this Lease shall be subject to the acceptance for
filing without condition of an amendment to the Plan relating to the creation of
the Unit; and that if the amendment is not accepted for filing within one
hundred eighty (180) days after it is submitted to the New York State Department
of Law, either party shall have the option to cancel this Lease. If such an
amendment is accepted for filing prior to Tenant giving notice of cancellation
or during the one hundred eighty (180) day period, Tenant's option to cancel
shall be nullified.

Section 9.02. Communications.
------------- ---------------

(a) Notices, requests, consents, approvals and other communications
under this Lease shall be effective only if in writing, if mailed by registered
or certified mail, return receipt requested, postage prepaid, and if properly
addressed.

- 17 -

<PAGE> 18

(b) Communications shall be properly addressed only if addressed as
follows:

(i) if intended for Landlord, the communication shall be
addressed as set forth on page 1, Attention: Real Estate Department, or such
other address as Landlord designates by giving notice thereof to Tenant, with a
copy thereof to Zissu Gumbinger Stolzar & Wasserman, 950 Third Avenue, New York,
New York 10022.

(ii) if intended for Tenant, the communication shall be
addressed as set forth on page 1 until Tenant occupies the Premises when all
communications shall be addressed to Tenant at the Premises.

(c) All notices shall be effective when received or if delivery is
attempted and not possible or refused, the date of attempted delivery or
refusal.

Section 9.03. Covenant of Quiet Enjoyment.
------------- ----------------------------

(a) Landlord covenants that if Tenant pays the Rent and all other
charges provided for in this Lease, performs all of its other obligations, and
observes all of the other provisions of this Lease, subject to the terms of this
Lease and the Plan, Tenant shall at all times during the Term peaceably and
quietly have, hold and enjoy the Premises, without any interruption or
disturbance from Landlord, subject to the terms of this Lease.

(b) This Lease expressly sets forth all of the obligations of Landlord
under it. Landlord shall have no liability or responsibility, and Tenant shall
have no claims against Landlord under this Lease by reason of the failure of the
sponsor of the Plan to comply with the sponsor's obligations under the Plan or
by reason of the Condominium board to perform its obligations under the By-laws
or the Declaration.

Section 9.04. Heirs, Successors and Assigns.
------------- ------------------------------

This Lease may not be changed or canceled orally. This Lease shall be
binding upon the heirs, executors, administrators, personal representatives,
assigns and successors of the parties hereto.

Section 9.05. Counterparts and Exhibits.
------------- --------------------------

All exhibits attached to this Lease are intended to be part of this
Lease. More than one counterpart of this Lease has been executed, but each such
counterpart shall constitute but one and the same instrument.

Section 9.06. Execution.
------------- ----------

Notwithstanding anything to the contrary, this Lease shall not be in
force and effect and shall not be binding upon any party unless and until actual
and complete counterparts of this Lease are properly executed by Landlord and
Tenant or by their respective duly authorized officers, and such fully executed
counterparts are exchanged by, or delivered to each party.

- 18 -

<PAGE> 19

To signify their agreement to this instrument, Landlord and Tenant have
each executed this instrument.

Landlord:

Health Care Properties, Inc.

By:/s/ Edward W. Kelly
---------------------------
Edward W. Kelly, President

Tenant:

Riverhill Radiation Realty
Associates

By:/s/ Arthur Brimberg
---------------------------
Arthur Brimberg, M.D., a
General Partner

STATE OF NEW YORK )
) ss.:
COUNTY OF WESTCHESTER )

On the ____ day of ____________, 1994, before me personally came EDWARD
W. KELLY, to me known, who, being by me duly sworn did depose and say that he
resides in Katonah, New York; that he is the President of HEALTH CARE
PROPERTIES, INC., the corporation described in and which executed the above
instrument; and that he signed his name thereto by order of the board of
directors of said corporation.

---------------------------

STATE OF NEW YORK )
) ss.:
COUNTY OF WESTCHESTER )

On the _____ day of ____________, 1994, before me personally came
ARTHUR BRIMBERG, M.D., to me known to be the person who executed the foregoing
instrument, and who, being duly sworn by me, did depose and say that he is a
partner of RIVERHILL RADIATION REALTY ASSOCIATES, a partnership, and that he
executed the foregoing instrument in the name of the partnership, that he had
authority to sign the same, and he acknowledged to me that he executed the same
as the act and deed of said partnership; for the uses and purposes therein
mentioned.

---------------------------

- 19 -

<PAGE> 20

EXHIBIT A
---------

Landlord's Work
---------------

- 20 -

<PAGE> 21

Lease Modification and Extension Agreement dated as of November 1, 1996
between Health Care Properties, Inc. and Arthur D. Brimberg, M.D., P.C.

The parties agree with each other as follows:

Section 1. The Parties
- ---------- -----------

(a) Health Care Properties, Inc. is a New York corporation. It has an
address at 87 Bedford Road, Katonah, New York 10536 and is referred to below as
"Landlord."

(b) Arthur D. Brimberg, M.D., P.C. is a New York professional
corporation. It has an address at 970 North Broadway, Yonkers, New York 10701
and is referred to below as "Tenant."

Section 2. The Lease
- ---------- ---------

(a) (i) The parties refer to the lease dated as of July 18, 1994
between Landlord and Tenant's predecessor in interest, Riverhill Radiation
Realty Associates, as tenant (the "Lease"). The Lease relates to Unit 111B at
the Riverhill Professional Pavilion, at 970 North Broadway, Yonkers, New York.
All terms defined in the Lease shall have the sane meaning in this agreement
unless the context indicates otherwise.

(ii) Riverhill Radiation Realty Associates LLC (the "LLC")
succeeded to the interest of Riverhill Radiation Realty Associates by operation
of law. Thereafter, on or about October 1, 1996, it assigned its interest as
tenant under the Lease to Tenant.

(b) (i) Landlord and Tenant have agreed to modify the Lease in order to
reflect their agreements relating to the extension of the Term and the amount of
Basic Rent, and additional rent, due under the Lease during the extension period
of the Lease.

(ii) Landlord has also agreed to recognize and consent to the
assignment from the LLC to Tenant.

Section 3. Extension of the Term
- ---------- ---------------------

(a) Landlord and Tenant acknowledge that Tenant has exercised its
option to extend the term of the Lease as set forth in Section 3.03 of the Lease
but has requested that the extended term be increased to eight (8) years.
Landlord has consented to Tenant's request and Landlord hereby grants to Tenant
and Tenant hereby accepts an eight (8) year extension of the term of the Lease.

(b) Accordingly, the Term of the Lease shall be extended. The extended
term of the Lease shall commence on November 1, 1996 and expire on October 31,
2004.

Section 4. Modifications of Section 3.03 of the Lease
- ---------- ------------------------------------------

Section 3.03 of the Lease is hereby modified by deleting the phrase
"five (5)" and substituting the phrase "eight (8)" for it wherever it appears in
the subsection.

Section 5. Modification of Subsection 4.01(d) of the Lease.
- ---------- -----------------------------------------------

Subsection 4.01(d) is hereby modified by deleting the subsection in its
entirety and substituting the following for it:

"(d) (i) If Tenant shall validly exercise its option to extend
the term of the Lease as set forth in subsection 3.03, Basic Rent from
November 1, 1996 through October 31, 1999 shall be payable at the
annual rate of Thirty Thousand Seven Hundred Eighty
($30,780.00) Dollars".

<PAGE> 22

(ii) Thereafter, until October 31, 2004, the
Expiration Date as extended, Basic Rent shall be payable at the annual
rate of Thirty-three Thousand Eight Hundred Fifty-eight ($33,858.00)
Dollars.

Section 6. Modifications of Subsection 7.06(a)
- ---------- -----------------------------------

(a) Subsection 7.06(a) of the Lease is hereby modified by deleting the
phrase "fourth (4th) anniversary of the Commencement Date" and substituting for
it the phrase "October 1, 2004."

(b) Subsection 7.06(b) is hereby modified by deleting parts (ii) and
(iii) and substituting the following for it:

"(ii) If Tenant shall exercise its option during any
subsequent Lease Year, the purchase price shall be the product of the
Base Price multiplied by one hundred three (103%) percent of the Base
Price in effect on the last day of the prior Lease Year. This process
shall continue for each Lease Year during the initial term and any
extension term."

Section 7. The Assignment
---------- --------------

(a) Landlord hereby recognizes and consents to the assignment of the
Lease from the LLC to Tenant.

(b) Tenant hereby acknowledges that it has assumed the Lease and all of
the liabilities and obligations of the LLC under the Lease and shall perform the
obligations of tenant under the Lease for and on behalf of the benefit of the
Landlord.

Section 8. Reaffirmation
---------- -------------

The terms of this agreement shall become effective on the date of this
agreement and after the parties sign and exchange fully executed counterparts of
this agreement. Except as modified, the Lease shall remain in full force and
effect. Tenant reaffirms its obligations and promises to Landlord under the
Lease.

Section 9. Successors and Assigns
- ---------- ----------------------

This agreement shall bind and inure to the parties and their successors
and assigns.

Section 10. Authority
- ----------- ---------

The parties represent to each other that the persons executing this
agreement for Landlord and Tenant have the authority to execute this agreement
on behalf of their respective parties.

- 2 -

<PAGE> 23

To signify their agreement to the foregoing, Landlord and Tenant have
caused this agreement to be executed by their duly authorized officers.

Landlord:

Health Care Properties, Inc.

By:/s/ Edward W. Kelly
------------------------------------
Edward W. Kelly, President

Tenant:

Arthur D. Brimberg, M.D., P.C.

By:/s/ Arthur D. Brimberg
------------------------------------
Arthur D. Brimberg, President

- 3 -

<PAGE> 24

ASSIGNMENT OF LEASE

THIS ASSIGNMENT is made by and between Riverhill Radiation Oncology,
P.C., a professional services corporation under the laws of New York
("Assignor"), and New York Radiation Therapy Management Services, Inc., a
corporation under the laws of New York ("Assignee"), under the following
circumstances:

A. Assignor is the tenant under a certain Lease Agreement dated July
18, 1994 as modified by a Lease Modification and Extension Agreement dated
November 1, 1996 by and between Health Care Properties, Inc. and Assignor,
relating to the real property commonly known as Unit 111B at the Riverhill
Professional Pavilion, 970 North Broadway, Yonkers, New York.

B. Assignor desires to assign its interests in the Lease to Assignee,
and Assignee desires to assume the interests of Assignor in the Lease.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. For valuable consideration, the receipt of which is hereby
acknowledged, Assignor hereby sells, assigns and transfers to Assignee all of
Assignor's right, title and interest under and in the Lease.

SECTION 3. Assignee hereby accepts the assignment and assumes for the
benefit of Landlord all of the obligations and liabilities of Assignor under the
Lease and recognizes and attorns to Landlord as of the effective time of this
Assignment. Assignee agrees to be subject to, bound by the terms and provisions
of said Lease, are to be performed on and after the effective time of this
Assignment; and Assignee further agrees to indemnify and hold harmless Assignor
from any and all such obligations.

SECTION 4. The effective time of this Assignment shall be March 20,
1998.

SECTION 5. For purposes of notices under the Lease, the address of the
Assignee is 1850 Boy Scout Drive, Suite A-101 address of the Assignee is Fort
Myers, Florida 33907.

SECTION 6. This Assignment shall be binding upon and shall operate to
the benefit of the parties hereto and their respective successors, assigns,
heirs and legal representatives.

<PAGE> 25

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the effective date specified in Section 4.

Signed and acknowledged Riverhill Radiation Oncology, P.C.
in the presence of:

/s/ Ross E. Wales By/s/ Arthur D. Brimberg, M.D.
- ------------------------------ -----------------------------------
Printed Name Ross E. Wales Arthur D. Brimberg, M.D.
--------------------- President

/s/Greg Bloom
- ------------------------------
Printed Name Greg Bloom
--------------------- New York Radiation Therapy
Management Services, Inc.

/s/Ross E. Wales By/s/G. David Schiering
- ------------------------------ -----------------------------------
Printed Name Ross E. Wales G. David Schiering
--------------------- C.O.O.

/s/Greg Bloom
- ------------------------------
Printed Name Greg Bloom
--------------------

- 2 -

<PAGE> 26

CONSENT TO ASSIGNMENT

The undersigned, Health Care Properties, Inc., as landlord in the Lease
referred to in the foregoing Assignment of Lease, hereby consents to the
Assignment of Lease and releases Riverhill Radiation Oncology, P.C. from its
obligations under the Lease which accrue on or after the effective time
specified in Section 4.

Health Care Properties, Inc.

By:/s/ Edward W. Kelly
--------------------------------
Name: Edward W. Kelly

This instrument prepared by:

Susan Ballard Salyer
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
(513) 381-2838

- 3 -

<PAGE> 27

Guaranty dated March 20, 1998 from Radiation Therapy Services, Inc. to
Health Care Properties, Inc.

Radiation Therapy Services, Inc., guarantees to and agrees with Health
Care Properties, Inc. as follows.

Section 1 The Lease and the Parties.
- --------- --------------------------

(a) This Guaranty concerns the lease dated as of July 18, 1994 between
Health Care Properties, Inc., as landlord, and Arthur D. Brimberg M.D.P.C., as
tenant. The lease was modified and extended by the Lease Modification and
Extension Agreement dated as of November 1, 1996. The Lease as modified is
referred to at the "Lease". The Lease relates to Unit 111-8 (the "Premises") in
the building known as and located at 970 North Broadway, Yonkers, New York
10701. All terms defined in the Lease shall have the same meaning in this
Guaranty.

(b) Health Care Properties, Inc. is a New York corporation. It has an
address at 970 North Broadway, Yonkers, New York 10701. It is referred to below
as "Landlord".

(c) On or about September 8, 1995 Arthur D. Brimberg M.D.P.C. amended
its certificate of incorporation and changed its name to Riverhill Radiation
Oncology P.C. Contemporaneously with the delivery of this guaranty, Riverhill
Radiation Oncology P.C. assigned its interest under the Lease to New York
Radiation Therapy Management Services, Inc. (the "Assignee"), subject to
Landlord's consent. In order to induce Landlord to consent to the assignment.
Assignee agreed to have the Lease guaranteed by its parent corporation.

Section 2 The Guaranty.
- --------- -------------

(a) Guarantor hereby irrevocably guarantees to Landlord the full
performance of the Assignee's obligations as Tenant under the Lease (the
"Guaranty") on and after the date of the assignment. Guarantor has guaranteed
Assignee's obligations as Tenant under the Lease and agrees to its other
obligations under this Guaranty in order to induce Landlord to consent to the
assignment of the Lease.

<PAGE> 28

(c) If Assignee fails to comply with any of its obligations under the
Lease, Guarantor shall promptly perform the obligation.

Section 3 Term of this Guaranty.
- --------- ----------------------

This Guaranty shall remain in effect until the later of the Expiration
Date of the Lease as it may be extended or until Assignee has discharged all or
its obligations under the Lease.

Section 4 Waiver.
- --------- -------

Guarantor waives all notices or demands given or required to be given
to tenant under the Lease. The waiver extends to any notice of default under the
Lese and to any notice of modification, extension or indulgence granted to
Assignee. Guarantor waives all right to trial by jury in any lawsuit, action or
proceeding relating to the Lease.

Section 5 Binding Effect of this Guaranty.
- --------- --------------------------------

(a) The Guaranty shall bind Guarantor and its successors and assigns.

(b) The Guaranty shall inure to the benefit of Landlord and any
successors and assigns of Landlord.

(d) This Guaranty shall not be terminated, modified or impaired because
of all or any of the following actions:

(1) any extension, modification, renewal or amendment of the
Lease;

(2) any action Landlord may take or fail to take against
Assignee; or any waiver or failure to enforce any of the rights or remedies
available to Landlord or to which Landlord may be entitled under law or in
equity;

(3) any assignment or other transfer by Landlord of Landlord's
interest in the Premises; or assignment by Assignee of Assignee's leasehold
estate in the Premises or any sublease of

- 2 -

<PAGE> 29

all or any portion of the Premises, including a sublease to Assignor, or any
transfer of Assignee's stock including but not limited to any nonliability of
Assignee under the Lease due to insolvency, discharge in bankruptcy, or any
other defect or defense which now or may hereafter exist in favor of Assignee;

(4) any extension of time that may be granted to Assignee by
Landlord;

(5) any consent, release, indulgence or other action, act or
omission under or in respect to the Lease;

(6) any dealings or transactions or matter or thing occurring
between Landlord and Assignee; or

Section 6 Enforcement.
- --------- ------------

(b) Guarantor shall be conclusively bound by the judgment in any
lawsuit, action or proceeding brought against Assignee relating tot he Lease as
if Guarantor were a party. Even if Guarantor is not joined int he lawsuit,
action or proceeding as a party, Guarantor shall be bound regardless of the
jurisdiction in which the lawsuit, action or proceeding is brought.

- 3 -

<PAGE> 30

or otherwise dispute its obligation to make such repayments if it in good faith
believes that such obligation exists.

Section 7 Assignee's Representations
- --------- --------------------------

To induce Landlord to accept this Guaranty, Assignee represents and
warrants as follows:

(a) This Guaranty shall be governed by New York law.

(b) Guarantor agrees to submit to personal jurisdiction in the State of
New York in any lawsuit, action or proceeding arising from this Guaranty. Venue
shall be in Westchester County.

(c) GUARANTOR CONSENTS TO SERVICE OR PROCESS BY CERTIFIED OR REGISTERED
MAIL AT GUARANTOR'S ADDRESS AND IN ACCORDANCE WITH THE PROVISIONS HEREOF OR IN
ANY OTHER MANNER PROVIDED BY LAW. GUARANTOR AGREES THAT SERVICE I THE FOREGOING
MANNER SHALL BE DEEMED, IN EVERY RESPECT, EFFECTIVE SERVICES OF PROCESS UPON
GUARANTOR, OR THE APPLICABLE AFFILIATE OF GUARANTOR, AND BE TAKEN AND HELD TO BE
VALID PERSONAL SERVICE OF PROCESS UPON, AND PERSONAL DELIVERY TO, GUARANTOR.
GUARANTOR AGREES THAT GUARANTOR'S SUBMISSION TO JURISDICTION AND SERVICE OF
PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LANDLORD.

In order to signify its agreement to the foregoing, Guarantor has
executed, delivered this Guaranty as of the date set forth on page one hereof.

Attest Radiation Therapy Services, Inc.

/s/ Ross E. Wales By:/s/ David Schiering
- -------------------------- ----------------------------------

- 4 -

<PAGE> 1
Exhibit 10.9

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement ("Agreement") is entered into as
of _________, 199_ ("Effective Date") by and among [RTSI SUBSIDIARY] a _____
corporation ("MANAGEMENT SERVICES") and [PROFESSIONAL CORP.] a __________
professional corporation (the "PC").

RECITALS
--------

A. The PC is a __________professional corporation that engages in the
business of providing or arranging for the provision of health care services
(the "Practice"). The PC has entered into and throughout the term of this
Agreement may (if MANAGEMENT SERVICES does not do so itself as provided herein)
continue to enter into arrangements with insurers, HMOs and other third-party
payors ("Payors") to provide or arrange for the provision of health care
services to persons covered by those Payors ("Enrollees").

B. The PC has entered into written employment agreements with
physicians and other health care providers and health care professionals
("Employed Providers") licensed to practice in the State of _________. The PC
may also enter into independent contractor agreements with various physicians
and other health care providers and health care professionals ("Contracting
Providers") to assist the PC in providing or arranging for the provision of
health care services to Enrollees and other patients of the PC (collectively,
"Patients").

C. MANAGEMENT SERVICES engages in the business of providing certain
administrative and support services concerning the day-to-day affairs of
radiation therapy centers (the "Centers"), both in their startup and established
phases, and in providing space in the Centers, equipment, furnishings, supplies,
inventory, personnel and working capital to Centers and facilities management in
connection therewith.

D. The PC desires to secure certain administrative services from
MANAGEMENT SERVICES in connection with its operation of the Practice in the
Centers, and to lease from MANAGEMENT SERVICES certain space, equipment,
furnishings, supplies and inventory in connection therewith.

E. The PC and MANAGEMENT SERVICES desire to enter into a written
agreement for the provision by MANAGEMENT SERVICES, on an exclusive basis, of
administrative services to the PC with respect to the Practice, and for the
provision of space, furnishings, supplies, inventory, non-medical personnel and
management services to the Practice, so as to permit the PC to devote its
efforts on a concentrated and continuous basis to the rendering of medical
services to its Patients.

NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:

- 1 -

<PAGE> 2

I. RESPONSIBILITIES OF THE PC

1.1. SOLE RESPONSIBILITY FOR ALL MEDICAL AND PROFESSIONAL MATTERS. All
medical and professional matters relating to the provision of radiation therapy
or oncology services at the Centers shall be the sole responsibility of the PC.
The PC shall use and occupy the facilities provided by MANAGEMENT SERVICES
hereunder exclusively for the practice of medicine. The PC expressly
acknowledges that the medical practice or practices conducted at these
facilities shall be conducted solely by Employed Providers and Contracting
Providers.

1.2. EMPLOYED PROVIDERS AND CONTRACTING PROVIDERS. The PC shall have
complete control of and responsibility for the hiring, engagement, compensation,
supervision evaluation, and termination of all Employed Providers and
Contracting Providers, including nurses, physician assistants and other licensed
healthcare professionals. With respect to physicians, the PC shall only employ
and contract with licensed physicians meeting applicable credentialing
guidelines established by the PC. The PC shall be responsible for the payment of
salaries and wages, compensation, payroll taxes, employee benefits, and all
other taxes and charges now or hereafter applicable to Employed Providers and
Contracting Providers. Prior to making any changes with respect to any of the
Employed Providers or Contracting Providers, the PC shall consult with
MANAGEMENT SERVICES. The PC shall also consult with MANAGEMENT SERVICES with
regard to the terms of contracts entered into between the PC and Employed
Providers and Contracting Providers and the terms and conditions of their
employment or engagement as independent contractors, as applicable.

1.3. FEES, CHARGES AND PAYOR AGREEMENTS. The PC shall, after
consultation with MANAGEMENT SERVICES, determine the fees, charges, premiums, or
other amounts due in connection with its delivery of health care services to
Patients. Such fees, charges, premiums, or other amounts, regardless of whether
determined on a fee-for-service, capitated, prepaid, or other basis, shall be
reasonable and consistent with the fees, charges, premiums and other amounts due
to health care providers for similar services within the community under the
type of reimbursement program involved.

1.4. COMPLIANCE WITH LAW. The PC shall require all of its Employed
Providers and Contracting Providers to comply with all laws, regulations, and
ethical and professional standards applicable to the practice of medicine.
Employed Providers and Contracting Providers who are physicians shall at all
times be licensed to practice medicine in the State of __________and all other
states in which a Center at which such physician provides patients medical
services is located.

1.5. CENTERS; HOURS OF OPERATION; STAFFING. The PC shall conduct the
Practice from the current Centers located in _____________________ at
__________________, as well as such hospitals and other facilities as may be
agreed upon by MANAGEMENT SERVICES and the PC from time to time. Changes in or
additions to the Centers shall require the consent of both parties which consent
shall not be unreasonably withheld. Any additional or substitute Center shall be
deemed to be part of the Practice for the purposes of this Agreement. The hours
of operation

- 2 -

<PAGE> 3

and the medical staffing of the Centers shall be established by the agreement of
the PC and MANAGEMENT SERVICES from time to time hereafter.

1.6. QUALITY ASSURANCE. The PC shall rigorously monitor utilization and
quality of services provided by Employed Providers and Contracting Providers,
shall develop, maintain and administer quality assurance programs and
performance standards and shall take all steps necessary to remedy any and all
deficiencies in the efficiency or the quality of medical care provided.

1.7. PATIENT REFERRALS. The parties agree that the benefits to the PC
hereunder do not require, are not payment for, and are not in any way contingent
upon the admission, referral or any other arrangements for the provision of any
item or service offered by MANAGEMENT SERVICES or any Affiliate, as defined in
Section 8.21 of this Agreement, of MANAGEMENT SERVICES to any of the PC's
Patients in any facility or laboratory controlled, managed or operated by
MANAGEMENT SERVICES or any Affiliate of MANAGEMENT SERVICES.

1.8. PROFESSIONAL DUES AND EDUCATION EXPENSES. The PC and its Employed
Providers and Contracting Providers shall be solely responsible for the cost of
membership in professional associations, and continuing professional education.
The PC shall ensure that each of its Employed Providers and Contracting
Providers participates in such continuing medical education as is necessary for
such provider to remain current with professional licensure and community
standards.

1.9. PROFESSIONAL INSURANCE ELIGIBILITY. The PC shall cooperate with
MANAGEMENT SERVICES in the obtaining and retaining of professional liability
insurance by assuring that either its Employed Providers and Contracting
Providers are insurable or instituting proceedings to terminate any Employed
Provider of Contracting Provider who is not insurable or loses his or her
insurance eligibility. Termination shall be effective no more than thirty (30)
days from such determination. The PC shall require all Employed Providers and
Contracting Providers to participate in an on-going risk management program.

1.10. FEES FOR PROFESSIONAL SERVICES. MANAGEMENT SERVICES shall be
solely responsible for legal, accounting and other professional services
incurred by the PC in operating the Practice absent a violation by the PC of any
provisions of this Agreement.

II. RESPONSIBILITIES OF MANAGEMENT SERVICES

2.1. GENERAL RESPONSIBILITY. MANAGEMENT SERVICES shall have general
responsibility for providing fiscal services, administrative services, and other
strategic and tactical support services to the PC with respect to the Practice,
except as otherwise provided in this Agreement. MANAGEMENT SERVICES shall
perform all required functions in accordance with sound management techniques.
Notwithstanding MANAGEMENT SERVICES's general and specific rights and
responsibilities set forth in this Agreement, the PC shall have full authority
and control with respect to all medical, professional and ethical determinations
over the PC's Practice to the extent

- 3 -

<PAGE> 4

required by federal, state and local laws, rules and regulations. MANAGEMENT
SERVICES shall not engage in activities which constitute the practice of
medicine under applicable laws. MANAGEMENT SERVICES shall neither exercise
control over nor interfere with the physician-patient relationship, which shall
be maintained strictly between the physicians employed by or contracting with
the PC and the PC's Patients.

2.2. RESPONSIBILITIES WITH REGARD TO SELECTED PATIENT-RELATED MATTERS.

(a) PATIENT RELATIONS, SCHEDULING, ETC. MANAGEMENT SERVICES
shall assist the PC in maintaining positive Patient relations by, among other
things, in conjunction with and at the direction of the PC: scheduling Patient
appointments; responding to Patient grievances and complaints in matters other
than medical evaluation, diagnosis, and treatment; and establishing and
maintaining in the PC's name and on its behalf Patient transfer arrangements to
expedite referrals where medically necessary, as determined and requested by the
attending physician.

(b) RECORDKEEPING. MANAGEMENT SERVICES shall assist the PC
in maintaining Patient medical records in accordance with applicable laws
concerning their confidentiality and retention, and promptly making such records
available to the PC's Employed Providers, Contracting Providers and other
appropriate recipients. Notwithstanding the foregoing sentence, Patient medical
records shall be and shall remain the property of the PC, and the content
thereof shall be solely the responsibility of the PC.

(i) IN GENERAL. MANAGEMENT SERVICES shall assist
the PC, in accordance with criteria established by the PC, in the development
and implementation of appropriate quality assurance programs, including
development of performance and utilization standards, sampling techniques for
case review, and preparation of appropriately documented studies.
Notwithstanding the foregoing, MANAGEMENT SERVICES shall not perform any duties
that constitute the corporate practice of medicine in __________and all other
states in which a Center at which the PC provides patient medical services is
located.

(ii) PERIODIC INDEPENDENT REVIEW. On behalf of the
PC, MANAGEMENT SERVICES may periodically perform quality assurance and
utilization reviews through nurses employed by it; PROVIDED, HOWEVER, that
MANAGEMENT SERVICES shall not engage in activities which constitute the practice
of medicine under applicable law. Alternatively, MANAGEMENT SERVICES may
periodically arrange for an independent quality assurance and utilization review
to be performed by persons who are unrelated to the PC or MANAGEMENT SERVICES,
or to any Affiliate of the PC or MANAGEMENT SERVICES, which has expertise in
such areas, and which has been approved in advance by the PC. Such review shall
include a random sampling of medical records (consistent with laws regarding the
confidentiality of medical records), an analysis of the PC's quality assurance
utilization review procedures, and an analysis of the

- 4 -

<PAGE> 5

appropriateness of costs associated with operating the PC's medical practice at
the Practice.

2.3. RESPONSIBILITIES WITH REGARD TO SELECTED FINANCIAL MATTERS.

(a) BILLING. MANAGEMENT SERVICES shall submit on a timely
basis all bills and necessary documentation required by Patients and Payors in
order to obtain payment in connection with the PC's delivery of health care
services at the Practice or its arrangement for the delivery of such services.
In seeking such payment, MANAGEMENT SERVICES shall act as the PC's exclusive
agent in billing and collecting professional fees, charges and other amounts
owed to the PC. In this connection, the PC hereby appoints MANAGEMENT SERVICES,
during the term of this Agreement, as the PC's true and lawful attorney-in-fact,
with power of substitution, for the following purposes relating to the Practice:

(i) To bill the PC's Patients on the PC's behalf.

(ii) To collect accounts receivable generated by
such billings on the PC's behalf, including, where deemed appropriate by
MANAGEMENT SERVICES and approved in advance by the PC, settling and compromising
claims, assigning such accounts receivable to a collection agency or the
bringing of legal action against a Patient or Payor on the PC's behalf.

(iii) To receive payments on behalf of the PC from
Patients and Payors, to cause such payments to be deposited into appropriate
depository accounts (each such depository account, a "Collections Account") and
to write checks against or otherwise withdraw such payments to pay the PC
Expenses (as hereinafter defined).

(b) ACCOUNTING. MANAGEMENT SERVICES shall direct and
maintain the operation of an appropriate accounting system with respect to the
PC's operation of the Practice which shall perform all bookkeeping and
accounting services required for the operation of the Practice, including the
maintenance, custody and supervision of business records, ledgers and reports;
the establishment, administration and implementation of accounting procedures,
controls and systems. Such accounting system shall allow MANAGEMENT SERVICES to
prepare the reports specified in Section 2.3(c).

(c) REPORTING. MANAGEMENT SERVICES shall present to the PC
reports on the financial condition of the PC on the basis set forth below in
clauses (i) and (ii) and such other reports that the PC may reasonably request,
including daily activity reports, weekly analyses, alternative delivery system
reports, backlog reports and the like. MANAGEMENT SERVICES also shall provide
such reports as may be required by any regulatory agency having jurisdiction
over the operations of the PC.

The reports initially required to be delivered to the PC
under this Section 2.3(c) with respect to the Practice are as follows:

- 5 -

<PAGE> 6

(i) As soon as possible after the close of each
month, a balance sheet and a related statement of revenues and expenses showing
the results of the PC's operations for the preceding month of the fiscal year
and the year to date.

(ii) As soon as possible after the close of each
fiscal year, a balance sheet and related statement of revenues and expenses
showing the results of the PC's operations during that fiscal year.

2.4. RESPONSIBILITIES WITH RESPECT TO FACILITIES MANAGEMENT.

(a) OFFICE MANAGEMENT SERVICES. MANAGEMENT SERVICES shall
provide, supervise and direct the development of appropriate and efficient
office management services with respect to the PC's operation of the Practice.

(b) CENTERS. MANAGEMENT SERVICES shall provide, manage
and maintain the Centers and reasonable improvements during the term of this
Agreement. MANAGEMENT SERVICES shall be responsible for all management,
maintenance and other decisions pertaining to the Centers consistent with the
terms of this Agreement. MANAGEMENT SERVICES shall maintain the Centers in good
condition and repair, reasonable wear and tear excepted. MANAGEMENT SERVICES
shall provide such additional and/or replacement facilities as the PC and
MANAGEMENT SERVICES agree, from time to time. MANAGEMENT SERVICES shall provide
the PC with all utilities (including water, gas and electricity), heat, air
conditioning, telephone, janitorial services and disposal services (including
the disposal of medical wastes) required in connection with the operation of the
Centers.

(i) MANAGEMENT SERVICES shall lease or purchase
and, when necessary, replace equipment and furnishings needed for the delivery
of health care services by the PC at the Centers and for the delivery of
services provided by MANAGEMENT SERVICES pursuant to this Agreement. MANAGEMENT
SERVICES shall consult with the PC with respect to the suppliers, prices and
specifications of such equipment and furnishings. MANAGEMENT SERVICES shall use
its best efforts to keep and maintain the equipment and furnishings used by the
PC at the Centers in good working order and condition.

(ii) All assets provided or purchased under this
Agreement by MANAGEMENT SERVICES, including any management information systems,
shall remain the property of MANAGEMENT SERVICES and the PC shall have the right
to use such assets only during the term of this Agreement.

(iii) Nothing in this Agreement shall be construed
to affect or limit in any way the professional discretion of the PC to select
and use equipment, furnishings, inventory and supplies purchased by MANAGEMENT
SERVICES in accordance with the terms of this Agreement insofar as such
selection or use constitutes or might constitute the practice of medicine.

- 6 -

<PAGE> 7

(d) SUPPLIES AND INVENTORY. MANAGEMENT SERVICES shall
provide and replenish, as necessary and as may be permitted by applicable law,
the inventory and supplies needed for the delivery of medical services by the
PC, and for the delivery of services by MANAGEMENT SERVICES pursuant to this
Agreement. MANAGEMENT SERVICES shall consult with the PC with respect to the
suppliers, prices and specifications of such inventory and supplies.

(e) NO WARRANTIES. THE PC ACKNOWLEDGES THAT MANAGEMENT
SERVICES MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE
SUITABILITY OR ADEQUACY OF ANY FACILITIES, EQUIPMENT, FURNISHINGS, INVENTORY OR
SUPPLIES PROVIDED PURSUANT TO THIS AGREEMENT FOR THE CONDUCT OF A MEDICAL
PRACTICE OR FOR ANY OTHER PARTICULAR PURPOSE.

2.5. OTHER RESPONSIBILITIES.

(a) PUBLIC RELATIONS. MANAGEMENT SERVICES shall provide
services reasonably necessary for enhancing public relations for the PC's health
care services and shall submit any public relations programs for prior review
and revision, if necessary, and approval by the PC, which approval shall not be
unreasonably withheld. Such public relations shall comply with applicable laws
and regulations governing the use of promotional activities by the medical
profession and with applicable standards of medical ethics.

(b) INSURANCE.

(i) PROPERTY AND LIABILITY INSURANCE. MANAGEMENT
SERVICES shall obtain and maintain during the term of this Agreement, if
available on commercially reasonable terms, (a) property damage insurance
protecting the Practice premises and the personal property located therein
against such hazards and in such amounts as MANAGEMENT SERVICES determines are
reasonably prudent; and (b) general liability insurance in such amounts as
MANAGEMENT SERVICES determines are reasonably prudent.

(ii) GENERAL LIABILITY INSURANCE. The PC shall
obtain and maintain during the term of this Agreement general liability
insurance in such amounts as the PC determines are reasonably prudent. The PC
shall name MANAGEMENT SERVICES as an additional insured on such policies.

(iii) MALPRACTICE INSURANCE. It is understood that
the PC and its Employed Providers shall, at the PC's cost, at all times be
covered by malpractice insurance with coverage in usual and customary amounts
for practitioners of the same profession and specialties in __________and, if
applicable, other states. The PC shall ensure that its written agreements with
Contracting Providers who are physicians require such Contracting Providers to
at all times be covered by malpractice insurance in amounts that are usual and
customary for practitioners of the same profession and

- 7 -

<PAGE> 8

specialty in __________and, if applicable, other states. Such malpractice
policies shall name MANAGEMENT SERVICES as an additional insured.

(iv) COPIES OF INSURANCE POLICIES. MANAGEMENT
SERVICES or the PC shall, upon request by the PC or MANAGEMENT SERVICES, as the
case may be, promptly provide the PC or MANAGEMENT SERVICES, as the case may be,
with copies of all policies of insurance that it procures under this Agreement.
Each such policy shall provide that it cannot be modified or terminated except
after thirty (30) days written notice to MANAGEMENT SERVICES.

(c) PERSONNEL. MANAGEMENT SERVICES shall furnish the
services of all personnel other than physicians, nurses, physician assistants or
other licensed healthcare professionals required for the operation of the
Practice. Except as specifically provided in this SECTION 2.5(C), MANAGEMENT
SERVICES has the power to recruit, hire, train, promote, assign, set the
compensation level for, and discharge all personnel other than physicians,
nurses, physician assistants or other licensed healthcare professionals. Any
personnel employed by MANAGEMENT SERVICES who perform patient care services
shall perform such services under the exclusive direction, supervision and
control of the PC, while all other services of MANAGEMENT SERVICES personnel
shall be performed under the exclusive direction, supervision and control of
MANAGEMENT SERVICES. If the PC is dissatisfied with the services of any
personnel employed by MANAGEMENT SERVICES, the PC shall consult with MANAGEMENT
SERVICES. MANAGEMENT SERVICES shall in good faith determine whether the
performance of that employee could be brought to acceptable levels through
counsel and assistance, or whether, if requested by the PC (provided that such
employee is not an officer or senior manager of MANAGEMENT SERVICES), such
employee should be removed from providing services for the PC. Employee
assignments shall be made with the intention of assuring consistent and
continued rendering of quality services and to ensure prompt availability and
accessibility of personnel to physicians in order to develop constant, familiar
and routine working relationships between the Employed Providers, Contracting
Providers and MANAGEMENT SERVICES personnel.

(d) EMPLOYED PROVIDERS. MANAGEMENT SERVICES shall assist
the PC in the administration of any employee benefit plans established by the PC
in compliance with the provisions of Section 1.10 hereof.

(e) MANAGED CARE AGREEMENTS. MANAGEMENT SERVICES shall
negotiate, enter into (to the extent deemed advisable by MANAGEMENT SERVICES)
and administer all managed care agreements on behalf of the PC and shall consult
with the PC on all professional and clinical matters relating thereto.

III. FINANCIAL ARRANGEMENTS

3.1. MANAGEMENT FEE. For the services to be provided hereunder by
MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT SERVICES a Management Fee of
$_________. Such fee shall be payable on a monthly basis. The parties agree that
the Management Fee represents the fair market value of the

- 8 -

<PAGE> 9

services provided by MANAGEMENT SERVICES hereunder and that the parties shall
meet annually to reevaluate the value of services provided by MANAGEMENT
SERVICES and shall establish the fair market value thereof for purposes of this
Section 3.1.

3.2. SECURITY AGREEMENT; THE PC EXPENSES. To secure the PC's payment
obligations hereunder, the PC is concurrently herewith entering into a security
agreement, in form acceptable to MANAGEMENT SERVICES, to grant to MANAGEMENT
SERVICES a security interest in the accounts receivable of the PC and all of the
PC's rights to receive payments under managed care contracts. The PC shall
cooperate with MANAGEMENT SERVICES and execute all reasonably necessary
documents in connection with the granting of such security interest.

All payments on behalf of the PC from Patients and Payors shall be
deposited into one or more Collection Accounts. To the extent the PC receives
any such payments, the PC shall direct such payments to MANAGEMENT SERVICES for
deposit in one or more Collection Accounts.

3.3. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement or the transactions contemplated hereby, including any
controversy or claim arising out of or relating to the parties' decision to
enter into this Agreement or the transactions contemplated hereby, shall be
settled by binding arbitration. Each party shall select an arbitrator who has at
least three (3) years experience in health care or medical practice management
or in health care or medical practice dispute resolution.
The arbitration proceedings shall be confidential and the arbitrators may issue
appropriate protective orders to safeguard each party's confidential
information. Such protective orders shall be enforceable by any court of
competent jurisdiction. Except as specifically provided in this section, the
arbitration shall be conducted in accordance with the rules of conciliation and
arbitration of the American Arbitration Association. The two arbitrators shall
agree upon any issue no later than thirty (30) days after the date the second
arbitrator has been engaged, and shall take into account the principles and
objectives set forth in paragraph (b) below. If the two arbitrators cannot agree
on a determination, then within five (5) days thereafter the two arbitrators
shall select a third arbitrator, who shall have the same qualifications required
for the first two arbitrators. No later than thirty (30) days after the date the
third arbitrator is engaged, he or she shall determine which of the two
positions best satisfies the provisions of the contract and the intent of the
parties, taking into account the principles and objectives set forth in
paragraph (b) below. The third arbitrator shall have no right to propose a
middle ground between the two or to make any modification of the proposals of
either party. The third arbitrator's determination shall be final and binding on
all parties. The cost and expense of the third arbitrator shall be shared
equally between the parties. If either party fails to engage an arbitrator as
required hereunder, the arbitrator selected by the other party shall conduct the
arbitration and make the final decision in accordance with this Section 3.4.

(b) The arbitration shall be conducted at the offices of
MANAGEMENT SERVICES or such other mutually acceptable site. In conducting

- 9 -

<PAGE> 10

the arbitration, the arbitrator(s) shall consider the following principles and
objectives of the parties in entering into this Agreement:

(i) The parties contemplate that the PC shall pay
MANAGEMENT SERVICES a flat fee for the fair market value of MANAGEMENT SERVICES'
hereunder.

(ii) The parties contemplate that MANAGEMENT
SERVICES shall in no way provide medical services to Patients.

(iii) The parties contemplate an expansion of the
Practice by acquisition or purchase of other Centers and by expansion of the
variety of specialty medical services provided and/or ancillary services
provided.

IV. REPRESENTATIONS AND WARRANTIES; COVENANTS

4.1. REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PC.

(a) The PC hereby represents and warrants to MANAGEMENT
SERVICES as follows:

(i) The PC is and shall remain during the term of
this Agreement a professional corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, actively engaged in the
practice of medicine, and possessing full corporate power and authority to own
its properties and to conduct the business in which it engages.

(ii) The PC has full corporate power and authority
to execute and deliver this Agreement and to engage in the transactions and
obligations contemplated by this Agreement. Upon its execution, this Agreement
shall constitute a valid and binding obligation of the PC, enforceable in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency, moratorium, or other similar laws affecting generally the rights of
creditors and by principles of equity. The party executing this Agreement on
behalf of the PC is duly authorized to do so.

(iii) The consummation of the transactions
contemplated by this Agreement will not: result in a breach of the terms,
provisions, or conditions of or constitute a default under the Articles of
Incorporation, By-Laws or other enabling or governing instruments of the PC or
any agreement to which the PC is a party or by which it is bound; or, to the
best knowledge of the PC, constitute a violation of any applicable law or
regulation.

(b) The PC hereby covenants to MANAGEMENT SERVICES that it
shall not, without the prior written consent of MANAGEMENT SERVICES, take any
action to terminate or nullify, or release any Employed Provider from, the terms
of any noncompetition covenant set forth in any employment agreement between the
PC and such Employed Provider.

- 10 -

<PAGE> 11

4.2. COVENANTS AND WARRANTIES OF MANAGEMENT SERVICES. MANAGEMENT
SERVICES hereby represents and warrants to the PC as follows:

(a) MANAGEMENT SERVICES is and shall remain during the term
of this Agreement a corporation which is duly organized, validly existing and in
good standing under the laws of the State of Nevada, possessing full corporate
power and authority to own its properties and to conduct the business in which
it engages.

(b) MANAGEMENT SERVICES has full corporate power and
authority to execute and deliver this Agreement and to engage in the
transactions and obligations contemplated by this Agreement. Upon its execution,
this Agreement shall constitute a valid and binding obligation of MANAGEMENT
SERVICES, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, moratorium, or other similar laws affecting
generally the rights of creditors and by principles of equity. The party
executing this Agreement on behalf of MANAGEMENT SERVICES is duly authorized to
do so.

(c) The consummation of the transactions contemplated by
this Agreement will not: result in any breach of the terms, provisions or
conditions of or constitute a default under the Certificate of Incorporation,
Bylaws or other enabling or governing instruments of MANAGEMENT SERVICES or any
agreement to which MANAGEMENT SERVICES is a party or by which it is bound; or,
to the best knowledge of MANAGEMENT SERVICES, constitute a violation of any
applicable law or regulation.

V. TERM AND TERMINATION

5.1 INITIAL AND RENEWAL TERM. The term of this Agreement will be for an
initial period of twenty-five (25) years after the Effective Date, and shall be
automatically renewed for successive five (5) year periods thereafter
(collectively, the "Term"), provided that neither MANAGEMENT SERVICES nor the PC
shall have given notice of termination of this Agreement at least one hundred
twenty (120) days before the end of the initial term or any renewal term, or
unless otherwise terminated as provided in Section 5.2 of this Agreement.

5.2 TERMINATION.

(a) TERMINATION BY THE PC. The PC may immediately terminate
this Agreement at its discretion, upon written notice as follows:

(i) If MANAGEMENT SERVICES becomes insolvent by
reason of its inability to pay its debts as they mature; is adjudicated bankrupt
or insolvent; files a petition in bankruptcy, reorganization or similar
proceeding under the bankruptcy laws of the United States or shall have such a
petition filed against it which is not discharged within thirty (30) days; has a
receiver or other custodian, permanent or temporary, appointed for its business,
assets or property; makes a general assignment for the benefit of creditors; has
its bank accounts, property or accounts attached; has execution levied against
its business or property; or voluntarily

- 11 -

<PAGE> 12

dissolved or liquidates or has a petition filed for corporate dissolution and
such petition is not dismissed with thirty (30) days;

(ii) If the MANAGEMENT SERVICES fails to comply
with any material provision of this Agreement, or any other agreement with the
PC, and does not correct such failure within sixty (60) days after written
notice of such failure to comply is delivered by the PC specifying the nature of
the breach in reasonable detail.

(b) TERMINATION BY MANAGEMENT SERVICES.
MANAGEMENT SERVICES may immediately terminate this Agreement at its discretion,
upon written notice as follows:

(i) If the PC becomes insolvent by reason of its
inability to pay its debts as they mature; is adjudicated bankrupt or insolvent;
files a petition in bankruptcy, reorganization or similar proceeding under the
bankruptcy laws of the United States or shall have such a petition filed against
it which is not discharged within thirty (30) days; has a receiver or other
custodian, permanent or temporary, appointed for its business, assets or
property; makes a general assignment for the benefit of creditors; has its bank
accounts, property or accounts attached; has execution levied against its
business or property; or voluntarily dissolves or liquidates or has a petition
filed for corporate dissolution and such petition is not dismissed with thirty
(30) days; or

(ii) If the PC fails to comply with any material
provision of this Agreement with MANAGEMENT SERVICES, and does not correct such
failure within sixty (60) days after written notice of such failure to comply is
delivered by MANAGEMENT SERVICES specifying the nature of the breach in
reasonable detail.

(c) TERMINATION BY AGREEMENT. In the event the PC and
MANAGEMENT SERVICES shall mutually agree in writing, this Agreement may be
terminated on the date specified in such written agreement.

(d) LEGISLATIVE, REGULATORY OR ADMINISTRATIVE CHANGE. In
the event there shall be a change in the Medicare or Medicaid statutes, federal
statutes, state statutes, case laws, administrative interpretations, regulations
or general instructions, the adoption of new federal or state legislation, or a
change in any third-party reimbursement system, any of which are reasonably
likely to materially and adversely affect the manner in which either party may
perform or be compensated for its services under this Agreement or which shall
make this Agreement or any related agreements unlawful or unenforceable, or
which would be reasonably likely to subject either party to this Agreement, or
any member, shareholder, officer, director, employee, agent or affiliated
organization to any civil or criminal penalties or administrative sanctions, the
parties shall immediately use their best efforts to enter into a new service
arrangement or basis for compensation for the services furnished pursuant to
this Agreement that complies with the law, regulation, or policy, or which
minimizes the possibility of such penalties, sanctions or unenforceability, and
that approximates as closely as possible the economic position of the parties
prior to the

- 12 -

<PAGE> 13

change. If the parties are unable to reach a new agreement within a reasonable
time, then either party may submit the issue to arbitration pursuant to Section
3.3 for the purpose of reaching an alternative arrangement that is equitable
under the circumstances.

5.3 EFFECTS OF TERMINATION. Upon termination of this Agreement, as
provided in this Article V, neither party shall have any further obligations
hereunder except for (i) obligations accruing prior to the date of termination,
including, without limitation, payment of the Management Fee relating to
services provided prior to the termination of this Agreement, (ii) obligations,
promises, or covenants set forth herein that are expressly made to extend beyond
the Term, including, without limitation, insurance, indemnities and
non-competition provisions, which provisions shall survive the expiration or
termination of this Agreement. In effectuating the provisions of this Section
5.3, the PC specifically acknowledges and agrees that if this Agreement
terminates pursuant to Sections 5.2(b) or (d), MANAGEMENT SERVICES shall
continue for a period not to exceed ninety (90) days to collect and receive on
behalf of the PC on an exclusive basis all cash collections from accounts
receivable in existence at the time this Agreement is terminated, it being
understood that (a) such cash collections may be used to compensate MANAGEMENT
SERVICES for services rendered prior to the termination of this Agreement, (b)
MANAGEMENT SERVICES shall not be entitled to collect accounts receivable after
the termination date of this Agreement is terminated pursuant to Section 5.2(a),
and (c) the MANAGEMENT SERVICES shall deduct for such cash collections any other
amounts owed to MANAGEMENT SERVICES under this Agreement, including, without
limitation, (i) ten percent (10%) of such cash collections as its Management Fee
during any period after the termination of this Agreement while such collections
are taking place and (ii) any reasonable costs incurred by MANAGEMENT SERVICES
in carrying out the post-termination procedures and transactions contemplated
herein. MANAGEMENT SERVICES shall remit remaining amounts from such collection
activities, if any, to the PC. Upon the expiration or termination of this
Agreement for any reason or cause whatsoever, MANAGEMENT SERVICES shall
surrender to the PC all books and records pertaining to the PC's Patient medical
records and PC Records (as defined in Section 7.2).

VI. RESTRICTIVE COVENANTS

6.1. COVENANT REGARDING PROPRIETARY INFORMATION. In the course of the
relationship created pursuant to this Agreement, the PC will have access to
certain methods, trade secrets, processes, ideas, systems, procedures,
inventions, discoveries, concepts, software in various stages of development,
designs, drawings, specifications, models, data, documents, diagrams, flow
charts, research, economic and financial analysis, developments, procedures,
know-how, policy manuals, financial data, form contracts, marketing ad other
techniques, plans, materials, forms, copyrightable materials and trade
information regarding the operations of MANAGEMENT SERVICES and/or of its
Affiliates (collectively, the "Protected Parties"). The foregoing, together with
the existence and terms of this Agreement, are referred to in this Agreement as
"Proprietary Information". The PC shall maintain all such Proprietary
Information in strict secrecy and shall not divulge such information to any

- 13 -

<PAGE> 14

third parties, except as may be necessary for the discharge of its obligations
under this Agreement. The PC shall take all necessary and proper precautions
against disclosure of any Proprietary Information to unauthorized persons by any
of its officers, directors, employees or agents. All officers, directors,
employees and agents of the PC who will have access to all or any part of the
Proprietary Information may be required to execute an agreement, at the
reasonable request of MANAGEMENT SERVICES, valid under the law of the
jurisdiction in which such agreement is executed, and in a form acceptable to
MANAGEMENT SERVICES and its counsel, committing themselves to maintain the
Proprietary Information in strict confidence and not to disclose it to any
unauthorized person or entity. The Protected Parties not party to this Agreement
are hereby specifically made third party beneficiaries of this Section 6.1, with
the power to enforce the provisions hereof. Upon termination of this Agreement
for any reason, the PC and each of its Employed Providers and Contracting
Providers shall cease all use of any of the Proprietary Information and, at the
request of MANAGEMENT SERVICES, shall execute such documents as may be necessary
to evidence the PC's abandonment of any claim thereto. The parties recognize
that a breach of this Section 6.1 cannot be adequately compensated in money
damages and therefore agree that injunctive relief shall be available to the
Protected Parties as their respective interests may appear.

The obligations of the PC under this Section 6.1 shall not apply to
information: (i) which is a matter of public knowledge on or becomes a matter of
public knowledge after the Effective Date of this Agreement, other than as a
breach of the confidentiality terms of this Agreement or as a breach of the
confidentiality terms of any other agreement between the PC and MANAGEMENT
SERVICES or its Affiliates; or (ii) was lawfully obtained by the PC on a
nonconfidential basis other than in the course of performance under this
Agreement and from some entity other than MANAGEMENT SERVICES or its Affiliates
or from some person other than one employed or engaged by MANAGEMENT SERVICES or
its Affiliates, which entity or person has no obligation of confidentiality to
MANAGEMENT SERVICES or its Affiliates.

6.2. COVENANTS NOT TO COMPETE DURING THE TERM. The parties recognize
that the services to be provided by MANAGEMENT SERVICES shall be feasible only
if the PC operates an active medical practice to which the PC and Employed
Providers devote full time and attention. To that end:

(a) RESTRICTIVE COVENANTS BY THE PC. During the term of
this Agreement, the PC shall not establish, operate or provide physician or
other health care services at any medical office, clinic or other health care
facility providing services substantially similar to those provided by the PC
pursuant to this Agreement anywhere other than at the Centers and as may be
approved in writing by MANAGEMENT SERVICES. The PC shall also not enter into any
management or administrative services agreement or arrangement with any person
or entity other than MANAGEMENT SERVICES without MANAGEMENT SERVICES's prior
written approval.

- 14 -

<PAGE> 15

(b) RESTRICTIVE COVENANTS BY EMPLOYED PROVIDERS. All
employment contracts between the PC and its Employed Providers shall name
MANAGEMENT SERVICES as a third-party beneficiary to the contract and shall not
be revised without the prior written consent of MANAGEMENT SERVICES. The
contracts shall include noncompetition agreements with its Employed Providers
who are physicians, the substance and form of which is set forth as EXHIBIT A
hereto, and which the PC will enforce.

6.3. COVENANT NOT TO COMPETE FOLLOWING TERMINATION. For three (3) years
following the termination of this Agreement by MANAGEMENT SERVICES pursuant to
Section 5.2, the PC shall not enter into any management or administrative
services agreement or any similar arrangement with any person or entity for the
provision of the same or similar services as MANAGEMENT SERVICES provides to the
PC under this Agreement.

6.4. COVENANT NOT TO SOLICIT. During the term of this Agreement and for
three (3) years following the termination of this Agreement, the PC shall not:

(a) Directly or indirectly solicit, recruit or hire, or
induce any party to solicit, recruit or hire any person who is an employee of,
or who has entered into an independent contractor arrangement with, MANAGEMENT
SERVICES or any Affiliate of MANAGEMENT SERVICES (excluding any person who
performs patient services);

(b) Directly or indirectly, whether for itself or for any
other person or entity, call upon, solicit, divert or take away, or attempt to
solicit, call upon, divert or take away any of MANAGEMENT SERVICES's customers,
business, or clients; or

6.5. ENFORCEMENT. MANAGEMENT SERVICES and the PC acknowledge and agree
that since a remedy at law for any breach or attempted breach of the provisions
of this Article VI or of Article VII shall be inadequate, either party shall be
entitled to specific performance and injunctive or other equitable relief in
case of any such breach or attempted breach, in addition to whatever other
remedies may exist by law. All parties hereto also waive any requirement for the
securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief. If any provision of Article VI or Article
VII relating to the restrictive period, scope of activity restricted and/or
other provisions described therein shall be declared by a court of competent
jurisdiction to exceed the maximum time period, scope of activity restricted or
geographical area such court deems reasonable and enforceable under applicable
law, the time period, scope of activity restricted and/or area of restriction
held reasonable and enforceable by the court shall thereafter be the restrictive
period, scope of activity restricted and/or the territory applicable to the
restrictive covenant provisions in this Article VI or Article VII. The
invalidity or non-enforceability of this Article VI or Article VII in any
respect shall not affect the validity or enforceability of

- 15 -

<PAGE> 16

the remainder of this Article VI or Article VII or of any other provisions of
this Agreement.

VII. INFORMATION AND RECORDS

7.1. OWNERSHIP OF RECORDS. At all times during and after the term of
this Agreement, including any extensions or renewals hereof, all business
records, including but not limited to, business agreements, books of account,
general administrative records and all information generated under or contained
in the management information system pertaining to MANAGEMENT SERVICES's
obligations hereunder, and other business information of any kind or nature,
except for Patient medical records and the PC's Records (as defined in Section
7.2), shall be and remain the sole property of MANAGEMENT SERVICES; PROVIDED
that after termination of this Agreement the PC shall be entitled to reasonable
access to such records and information, including the right to obtain copies
thereof, for any purpose related to patient care or the defense of any claim
relating to patient care or the business of MANAGEMENT SERVICES or the PC.

7.2. THE PC'S BUSINESS AND FINANCIAL RECORDS. At all times during and
after the term of this Agreement, the financial, corporate and personnel records
and information relating exclusively to the business and activities of the PC,
as distinguished from the business and activity of MANAGEMENT SERVICES,
hereinafter referred to as "the PC's Records," shall be and remain the sole
property of the PC.

7.3. ACCESS TO RECORDS. Each party shall be entitled, upon request and
with reasonable advance notice, to obtain access to all records of the other
party directly related to the performance of such party's obligations pursuant
to this Agreement; provided, however, that such right shall not allow for access
to records that must necessarily be kept confidential. Either party, at its
expense, shall have the right to make copies of any records to which it has
access pursuant to this Section.

7.4. CONFIDENTIALITY OF RECORDS. MANAGEMENT SERVICES and the PC shall
adopt procedures for maintaining the confidentiality of the records relating to
the operations of MANAGEMENT SERVICES and the PC which do not constitute
Proprietary Information, which information is not otherwise available to third
parties publicly or by law, and shall comply with all applicable federal and
state statutes and regulations relating to such records. Patient medical records
and other privileged Patient information shall not be disclosed or utilized by
the PC or MANAGEMENT SERVICES or their agents or employees except as required or
permitted by applicable laws and regulations.

VIII. MISCELLANEOUS

8.1. INDEPENDENT CONTRACTOR STATUS OF PARTIES. In the performance of
the work, duties and obligations under this Agreement, it is mutually understood
and agreed that each party is at all times acting and performing as an
independent contractor with respect to the other and that no relationship of
partnership joint venture or employment is created by this Agreement. Neither
party, nor any other

- 16 -

<PAGE> 17

person performing services on behalf of such party pursuant to this Agreement,
shall have any right or claim against the other party for Social Security
benefits, workers' compensation benefits, disability benefits, unemployment
insurance benefits, health benefits, vacation pay, sick leave or any other
employee benefits of any kind.

8.2. NO WAIVER. The waiver by any party to this Agreement of any breach
of any term or condition of this Agreement shall not constitute a waiver of
subsequent breaches. No waiver by any party of any provision of this Agreement
shall be deemed to constitute a waiver of any other provision.

8.3. NOTICES. If, at any time after the execution of this Agreement, it
shall become necessary or convenient for one of the parties to serve any notice,
demand or communication upon the other party, such notice, demand, or
communication shall be in writing and shall be served personally, by nationally
recognized overnight courier which provides confirmation of delivery, or by
depositing the same in the United States mail, registered or certified, return
receipt requested, postage prepaid and to such address as either party may have
furnished to the other party in writing as the place for the service of notice.
Any notice so mailed shall be deemed to have been given three (3) days after the
same has been deposited in the United States mall; when delivered if the same
has been given personally; or the next business day if the same has been
delivered to a nationally recognized overnight courier service.

8.4. ASSIGNMENT. Neither party may sell, transfer, assign, or otherwise
convey its rights or obligations under this Agreement without the prior written
consent of the other, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, MANAGEMENT SERVICES shall have the right to (a)
assign its rights and/or delegate all or any of its obligations to any of its
Affiliates; and/or (b) subcontract some portion of its obligations hereunder to
a third party which is not an Affiliate of MANAGEMENT SERVICES, in each case
without the consent of the PC.

8.5. SUCCESSORS AND ASSIGNS. Subject to the provisions of this
Agreement respecting assignment, the terms, covenants and conditions contained
herein shall be binding upon and inure to the benefit of the successors and
permitted assigns of the parties hereto.

8.6. SEVERABILITY. Nothing contained in this Agreement shall be
construed to require the commission of an act contrary to law, and whenever
there is any conflict between any provision of this Agreement and any statute,
law, ordinance or regulation, the latter shall prevail. In such event, and in
any case in which any provision of this Agreement is determined to be in
violation of a statute, law, ordinance or regulation, the affected provision(s)
shall be limited only to the extent necessary to bring it within the
requirements of the law and, insofar as possible under the circumstances, to
carry out the purposes of this Agreement. The other provisions of this Agreement
shall remain in full force and effect, and the invalidity or unenforceability of
any provision hereof shall not affect the validity and enforceability of the
other provisions of this Agreement, nor the availability of all remedies in law
or equity to the parties with respect to such other provisions.

- 17 -

<PAGE> 18

8.7. THIRD PARTIES. Except as provided in Article VII, nothing in this
Agreement shall be construed to create any duty to, any standard of care with
reference to or any liability to anyone not a party to this Agreement.

8.8. HEADINGS. The headings used in this Agreement are for convenience
of reference only and shall have no force or effect in the construction or
interpretation of the provisions of this Agreement.

8.9. TIME OF THE ESSENCE. Time is of the very essence of each and all
of the agreements, covenants and conditions of this Agreement.

8.10. GOVERNING LAW. This Agreement shall be deemed made, executed and
entered into and shall be governed by and construed in accordance with the
internal laws of the State of Florida.

8.11. LANGUAGE CONSTRUCTION. The language in all parts of this
Agreement shall be construed, in all cases, according to its fair meaning, and
not for or against either party hereto. The parties acknowledge that each party
and its counsel have reviewed and revised this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement.

8.12. INDEMNIFICATION. The PC shall indemnify, hold harmless and defend
MANAGEMENT SERVICES, its officers, directors, shareholders, employees, agents
and independent contractors (the "MANAGEMENT SERVICES Group") from and against
any and all liabilities, losses, damages, claims, causes of action, and expenses
(including reasonable attorneys' fees and disbursements (a "MANAGEMENT SERVICES
Loss")), caused or asserted to have been caused, directly or indirectly, by or
as a result of the performance of medical services or any other acts or
omissions by MANAGEMENT SERVICES and/or its partners, agents, employees and/or
subcontractors (other than MANAGEMENT SERVICES) during the term hereof except
with respect to any MANAGEMENT SERVICES Loss which is the result of any gross
negligence or willful misconduct by a member of the MANAGEMENT SERVICES Group.
MANAGEMENT SERVICES shall indemnify, hold harmless and defend the PC, its
officers, directors, partners employees, agents and independent contractors (the
"the PC Group") from and against any and all liabilities, losses, damages,
claims, causes of action, and expenses (including reasonable judgment attorneys'
fees and disbursements) (a "the PC Loss"), caused or asserted to have been
caused, directly or indirectly, by or as a result of the performance of any acts
of omissions by MANAGEMENT SERVICES and/or its shareholders, agents, employees
and/or subcontractors during the term hereof except with respect to any the PC
Loss which is the result of any gross negligence or willful misconduct by a
member of the PC Group.

8.13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, negotiations and
discussions,

- 18 -

<PAGE> 19

whether written or oral, between or among parties regarding the subject matter
of this Agreement.

8.14. INCORPORATION BY REFERENCE. All exhibits and other attachments to
this Agreement are incorporated by reference into this Agreement by such
reference.

8.15. AMENDMENTS ONLY IN WRITING. This Agreement may not be amended or
modified in any respect whatsoever, except by an instrument in writing signed by
the parties hereto.

8.16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be considered an original and all of which
shall constitute one and the same agreement. This Agreement shall not become
effective until it has been executed by all of the parties hereto.

8.17. COMMERCIAL IMPRACTICABILITY. No party to this Agreement shall be
liable for any failure to perform its obligations hereunder where such failure
results from any cause beyond that party's reasonable control, including, for
example, an act of God, labor disturbance such as a strike or walkout, war,
riot, fire, storm, accident, government regulation or interference, or
mechanical, electronic or communications failure.

8.18. ELECTION OF REMEDIES. The respective rights of the parties to
this Agreement shall be cumulative. Each party shall have all other rights and
remedies consistent with this Agreement as law and equity may provide. No
exercise by any party of one right or remedy shall be deemed to be an exclusive
election of rights or remedies.

8.19. SURVIVAL. The provisions of Articles III, IV, V, VI, VII and VIII
shall survive any termination of this Agreement.

8.20. THIRD PARTY BENEFICIARIES. Except with respect to Affiliates of
MANAGEMENT SERVICES, nothing in this Agreement shall be construed to create any
duty to, any standard of care with reference to, or any liability to any Person
not a party to this Agreement. The Affiliates of MANAGEMENT SERVICES are
intended third party beneficiaries of this Agreement.

8.21 AFFILIATE. An "Affiliate" of an entity means (i) any person or
entity directly or indirectly controlled by such entity; (ii) any person or
entity directly or indirectly controlling such entity; (iii) any subsidiary of
such entity if the entity has a fifty percent (50%) or greater ownership
interest in the subsidiary; or (iv) such entity's parent entity if the parent
has a fifty percent (50%) or greater ownership interest in the entity. For
purposes of this Agreement, the PC is not an Affiliate of MANAGEMENT SERVICES.

- 19 -

<PAGE> 20

IN WITNESS WHEREOF, MANAGEMENT SERVICES and the PC have
caused this Agreement to be executed by their duly authorized respective
officers as of the Effective Date.

[RTSI SUBSIDIARY]

By:
-------------------------------------
Daniel E. Dosoretz, M.D.
President

[PROFESSIONAL CORPORATION]

By:
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------

- 20 -

<PAGE> 21

EXHIBIT A
---------

NONCOMPETITION AGREEMENT

NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.

A. During the term of this Agreement and any
renewal period, Physician shall not undertake any professional service except as
directed and authorized by [Employer] and shall not engage in any profession
other than the rendition of the professional services as directed by [Employer].

B. In the event of the termination of this
Agreement for any reason, Physician agrees not to directly or indirectly engage
in the practice of radiation therapy or oncology, or otherwise compete with
[Employer], or any of its physician providers, by practicing as a radiation
therapist or oncologist (i) at any hospital in which physician providers of
[Employer] regularly admit patients, (ii) within any county in which [Employer]
or any of its Affiliates operate a Center, or (iii) or within a radius of
twenty-five (25) miles of any Center of [Employer] or any of its Affiliates, for
a period of two (2) years after the date of such actual termination of this
Agreement. The purpose of this covenant is to protect [Employer] from the
irreparable harm it will suffer if Physician competes with [Employer] after
having participated in the initial public offering of RTRC, and having been
introduced to [Employer]'s personnel and patients and after learning special
medical procedures used by [Employer]'s physician providers, [Employer]'s
business procedures, office and practice policies, and the special and
confidential professional procedures developed by [Employer].

C. The parties agree that in the event of any
breach or attempted breach of any of the covenants set out in section 7.B (the
"Covenant Not to Compete"), [Employer] will be entitled to equitable relief by
way of injunction or otherwise, in addition to any remedy at law which may be
available. The parties agree that any violation or threatened violation by
Physician of the Covenant Not to Compete will cause [Employer] to suffer
irreparable harm. The parties agree that [Employer]'s remedy of an injunction is
not the exclusive remedy for breach of the Covenant Not to Compete and that a
court may grant such additional relief as is reasonable.

D. In the event Physician breaches the Covenant
Not to Compete, in addition to the injunctive relief to which [Employer] shall
be entitled under the law, Physician shall immediately repay to [Employer] any
amounts paid by [Employer] pursuant to section 3.B hereof after the termination
of this Agreement, and all severance or termination pay, if any, paid pursuant
to this Agreement. [Employer] may offset against any amounts owed Physician
pursuant to this Agreement any amounts Physician owes [Employer] pursuant to
paragraph E below for breach of the Covenant Not to Compete.

E. In addition to the injunctive relief to which
[Employer] is entitled under the law and in addition to the payments provided
for in paragraph D

- 21 -

<PAGE> 22

above and in order to compensate [Employer] for the damages it will incur in
recruiting and compensating a replacement radiation oncologist and for the lost
business it will suffer, in the event of a breach by Physician of the Covenant
Not to Compete, Physician shall pay to [Employer] a sum equal to a percentage of
the gross billings of [Employer] for the twelve month period immediately
preceding the termination of this Agreement. The percentage shall be that formed
by dividing the number one by the number equal to the total number of physician
providers of [Employer], including Physician, on the date of termination of this
Agreement.

F. In the event the Covenant Not to Compete shall
be determined by a court of competent jurisdiction to be unenforceable by reason
of its geographic or temporal restrictions being too great, or by reason that
the range of activities covered is too great, or for any other reason, section 7
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

- 22 -

<PAGE> 1
Exhibit 10.10

RADIATION THERAPY SERVICES, INC.

AMENDED AND RESTATED 1997 STOCK OPTION PLAN

ARTICLE I

OBJECTIVES

1.1 The objectives of this Stock Option Plan (the "Plan") are
to enable Radiation Therapy Services, Inc. ("RTS") to compete successfully in
retaining and attracting directors, employees and advisors of outstanding
ability, to stimulate the efforts of these persons toward RTS's objectives and
to encourage their ownership of shares of RTS's Common Stock.

ARTICLE II

DEFINITIONS

2.1 For purposes of the Plan each of the following terms shall
have the definition which is attributed to it, unless another definition is
clearly indicated by a particular usage and context.

A. "ADVISOR" means any person who provides bona fide
advisory or consulting services to the Company other than
services in connection with the offer or sale of securities in
a capital-raising operation.

B. "BOARD" means the Board of Directors of RTS.

C. "CODE" means the Internal Revenue Code of 1986, as
amended. Reference to any Section of the Code includes the
provisions of that Section as it may be amended or replaced by
any other section(s) of like intent and purpose and also
includes any regulations or rulings promulgated thereunder.

D. "COMPANY" means RTS and any subsidiary of RTS, as
the term "subsidiary" is defined in Section 424(f) of the
Code.

E. "DISABILITY" means permanent and total disability
as defined in Section 22(e)(3) of the Code.

F. "EFFECTIVE DATE OF GRANT" means the date on which,
or such later date as of which, the Board makes an award of an
Option.

G. "ELIGIBLE EMPLOYEE" means any individual (other
than one who receives retirement benefits, stipends,
consulting fees, honorariums and the like) who performs
services for the

<PAGE> 2

Company and is included on the regular payroll of the Company.
A director of the Company who does not otherwise qualify as an
Eligible Employee pursuant to the previous sentence shall
nonetheless be considered an Eligible Employee with respect to
the grant of Nonqualified Stock Options.

H. "EXCHANGE ACT" means the Securities Exchange Act
of 1934, as amended.

I. "FAIR MARKET VALUE" means the last sale price
reported on The Nasdaq Stock Market, or on any stock exchange
on which the Shares are traded, on a specified date or, if
there are no reported sales on such date, then the last
reported sales price on the next preceding day on which such a
sale was transacted. If the Shares are not then traded as
described in the preceding sentence, then the average of the
closing bid and asked prices on the specified date or last
preceding day on which bid and asked prices were reported, or
such other method as the Board may select, shall be used in
determining Fair Market Value for a Share.

J. "INCENTIVE STOCK OPTION" shall have the same
meaning as is given to that term by Section 422 of the Code.

K. "MATURE SHARES" means Shares which have been fully
paid and held, of record or beneficially, by the holder of an
Option for at least six months.

L. "NONQUALIFIED STOCK OPTION" means any Option
other than an Incentive Stock Option.

M. "OPTION" means the right, subject to the terms of
this Plan and to such other terms and conditions as the Board
may establish, to purchase from RTS a stated number of Shares
at a specified price.

N. "OPTION PRICE" means the purchase price per Share
subject to an Option. The Option Price shall not be (i) less
than 85% of the Fair Market Value of a Share on the Effective
Date of Grant in the case of a Nonqualified Stock Option,
except that no Nonqualified Stock Option which is intended to
result in compensation that qualifies for exclusion from the
deduction limitation of Code Section 162(m) shall be granted
with an Option Price of less than 100% of the Fair Market
Value of a Share on the Effective Date of Grant, or (ii) less
than 100% of the Fair Market Value of a Share on the Effective
Date of Grant in the case of an Incentive Stock Option, except
as otherwise provided in Section 8.1.

O. "SHARE" means one share of the Common Stock,
$.0001 par value, of RTS.

-2-

<PAGE> 3

ARTICLE III

ADMINISTRATION

3.1 ADMINISTRATION. The Plan shall be administered by the
Board. Subject to and consistent with the provisions of the Plan, the Board
shall establish such rules and regulations as it deems necessary or appropriate
for the proper administration of the Plan, shall interpret the provisions of the
Plan, shall decide all questions of fact arising in the application of Plan
provisions and shall make such other determinations and take such actions in
connection with the Plan and the Options granted hereunder as it deems necessary
or advisable. At any time, or from time to time, the Board may appoint a
committee of at least two directors (the "Committee") to administer, or to
approve transactions pursuant to, the Plan. For the purpose of option grants to
and approval of other transactions with persons who are subject to Section 16 of
the Exchange Act with respect to RTS, each member of the Committee shall be a
"Non-Employee Director" as defined in Rule 16b-3 under the Exchange Act. To the
extent that it is desired that compensation resulting from the grant of a
particular Option be excluded from the deduction limitation of Section 162(m) of
the Code, all directors comprising the Committee granting such Option also shall
be "outside directors" within the meaning of Code Section 162(m). In the event a
Committee is so appointed, it may carry out all of the functions of the Board
with respect to the Plan, except for amendments to or suspension or termination
of the Plan.

3.2 Except as specifically limited by the provisions of the
Plan, the Board shall have authority to:

A. Determine which Eligible Employees or Advisors
shall be granted Options;

B. Determine the number of Shares which may be
subject to each Option;

C. Determine the term and the Option Price of each
Option;

D. Determine whether an Option is an Incentive Stock
Option or a Nonqualified Stock Option (except that only
Nonqualified Stock Options may be granted to Advisors);

E. Determine the time or times when Options will be
granted; and

F. Determine all other terms and conditions of each
Option, including (but not limited to) the terms of any Option
agreement. The Board may, in its discretion, determine as a
condition of any Option that a stated percentage of Shares
covered by such Option shall be exercisable in any one year or
other stated period of time. The Board also may waive or amend
the terms and conditions

-3-

<PAGE> 4

of, or accelerate the vesting of, an Option under
circumstances selected by the Board.

3.3 Any action, decision, interpretation or determination by
the Board with respect to the application or administration of this Plan shall
be final and binding upon all persons, and need not be uniform with respect to
its determination of recipients, amount, timing, form, terms or provisions of
Options.

3.4 No member of the Board shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted hereunder and, to the extent not prohibited by applicable law, all
members shall be indemnified by the Company for any liability and expenses which
they may incur as a result of any claim or cause of action, or threatened claim
or cause of action, arising in connection with the administration of this Plan
or the grant of any Option hereunder.

ARTICLE IV

SHARES ISSUABLE

4.1 Except as provided in Article XI, the number of Shares
which may be issued under the Plan shall not exceed 2,000,000 Shares in the
aggregate and Options for no more than 200,000 Shares may be granted to any
individual Eligible Employee during any period of twelve (12) consecutive
months. If any Option expires or terminates for any reason without being
completely exercised, the Shares with respect to which such Option was not
exercised may again be subject to other Options. Shares tendered or withheld as
payment for the Option Price pursuant to Section 7.1 shall be available for
issuance under the Plan. The Board may make such other determinations regarding
the counting of Shares issued pursuant to the Plan as it deems necessary or
advisable, provided that such determinations shall be permitted by law.

ARTICLE V

GRANTING OF OPTIONS

5.1 Subject to the terms and conditions of the Plan, the Board
may, from time to time, grant Options to Eligible Employees or Advisors on such
terms and conditions as it shall determine. Subject to the restriction of
Section 3.2(D), more than one Option and more than one form of Option may be
granted to the same individual.

ARTICLE VI

EXERCISE OF OPTIONS

6.1 Any person entitled to exercise an Option may do so,
without the need for further approval pursuant to Exchange Act Rule 16b-3, in
whole or in part by delivering to RTS, attention: Stock Option Plan
Administrator, at its principal office, a written notice of exercise. The
written notice shall specify the number of Shares for which

-4-
<PAGE> 5

an Option is being exercised and shall be accompanied by full payment of the
Option Price for the Shares being purchased.

ARTICLE VII

PAYMENT OF OPTION PRICE

7.1 Subject to such administrative requirements as the Board
may impose, payment of the Option Price may be made, at the election of the
holder of an Option, in cash or by the tender of Mature Shares or by a
combination of the foregoing. If payment by the tender of Mature Shares is
selected, the value of each Mature Share shall be deemed to be the Fair Market
Value of a Share on the day the Mature Shares are tendered for payment, which
shall be the date on which the Mature Shares, duly endorsed or accompanied by a
stock power duly endorsed for transfer to RTS, are received by RTS. An Option's
exercise price also may be paid (i) pursuant to a "cashless" exercise/sale
procedure involving a simultaneous sale by a broker, in which case the exercise
date shall be the trade date, provided that proceeds of such sale in full
payment of the Option Price are received by RTS on such date, or (ii) with the
prior permission of the Board, by directing that a portion of the Shares to be
issued upon exercise of the Option be withheld by RTS as payment, in which case
the value of each Share shall be deemed to be the Fair Market Value of a Share
on the later of the date a complete and correct notice of exercise directing the
withholding is received by RTS or the Board permission is obtained, and the
exercise date shall be the same date.

ARTICLE VIII

INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

8.1 Any option designated as an Incentive Stock Option will be
subject to the general provisions applicable to all Options granted under the
Plan. In addition, an Incentive Stock Option shall be subject to the following
specific provisions:

A. No Incentive Stock Option may be exercised after
the expiration of ten years from the Effective Date of Grant.

B. At the time the Incentive Stock Option is granted,
if the Eligible Employee owns, directly or indirectly, stock
representing more than 10% of the total combined voting power
of all classes of stock of the Company then:

(i) The Option Price must equal at least
110% of the Fair Market Value on the Effective Date
of Grant; and

(ii) The term of the Option shall not be
greater than five years from the Effective Date of
Grant.

-5-
<PAGE> 6

C. The aggregate Fair Market Value (determined as of
the Effective Date of Grant) of the Shares with respect to
which Incentive Stock Options are exercisable for the first
time by any holder during any calendar year (under all plans
of the Company) shall not exceed $100,000.

8.2 If any Option is not granted, exercised or held pursuant
to the provisions of Code Section 422, it will be considered to be a
Nonqualified Stock Option to the extent that any or all of the grant is in
conflict with those provisions.

ARTICLE IX

TRANSFERABILITY OF OPTIONS

9.1 During the lifetime of an Eligible Employee or Advisor to
whom an Option has been granted, such Option is non-assignable and
non-transferable and may be exercised only by such individual or that
individual's legal representative or guardian, except that a Nonqualified Stock
Option may be transferred (A) pursuant to a "domestic relations order" as
defined in Section 414(p)(1)(B) of the Code or (B) under such other
circumstances and in accordance with such other terms and conditions as may be
established by the Board. In the event of the death of an Eligible Employee or
Advisor to whom an Option has been granted, the Option shall be transferable
pursuant to the holder's Will or by the laws of descent and distribution and may
thereafter be exercised by the transferee(s) as provided in Article X.

ARTICLE X

TERMINATION OF OPTIONS

10.1 Unless earlier terminated pursuant to Article XIII, an
Option granted to an Eligible Employee will terminate as follows:

A. During the period of the Eligible Employee's
continuous employment with, or service as a director of, the
Company, the Option will terminate upon the earlier of the
date on which it has been fully exercised, it expires by its
terms or it is terminated by the mutual agreement of the
Company and the Eligible Employee.

B. Upon termination of the Eligible Employee's
employment with, or service as a director of, the Company for
any reason any unexercisable Option shall immediately
terminate. Except as provided in Section 10.1(C), any Option
which is exercisable on the date of termination of employment,
or service as a director, will terminate upon the earlier of
its full exercise, the expiration of the Option by its terms
or the end of the three-month period following the date of
termination. For purposes of the Plan, a leave of absence

-6-
<PAGE> 7

approved by the Company shall not be deemed to be termination
of employment.

C. If an Eligible Employee to whom an Option was
granted dies or becomes subject to a Disability while employed
by, or serving as a director of, the Company or within three
months of termination of employment or service as a director,
the Option may be exercised at any time within one year after
the date of death or the commencement of Disability, to the
extent that the Eligible Employee shall have been entitled to
exercise it at the time of death or the commencement of
Disability, by the Eligible Employee or the Eligible
Employee's legal representative or guardian or by the
representative(s) of the Eligible Employee's estate or the
person(s) to whom the Option may have been transferred by Will
or by the laws of descent and distribution.

10.2 An Option granted to an Advisor will terminate upon the
earlier of the full exercise of the Option or the expiration of the Option by
its terms.

10.3 The provisions of Section 10.1 and 10.2 above shall apply
irrespective of whether an Option has been transferred to a person or entity
other than the Eligible Employee or Advisor to whom the Option was granted.

10.4 The Board, at its discretion, may extend the periods for
Option exercise set forth in this Article X.

ARTICLE XI

ADJUSTMENTS TO SHARES AND OPTION PRICE

11.1 The Board shall make appropriate adjustments in the
number of Shares available for issuance under the Plan, the number of Shares
subject to outstanding Options and the Option Price of optioned Shares in order
to give effect to changes in the Shares as a result of any merger,
consolidation, recapitalization, reclassification, combination, stock dividend,
stock split, or other similar event. The determination as to the method and
extent of such adjustments shall be within the sole discretion of the Board.

ARTICLE XII

AMENDMENT OR TERMINATION OF PLAN

12.1 The Board may at any time amend, suspend or terminate the
Plan; provided, however, that no amendment to the Plan shall alter or impair any
Option granted under the Plan without the consent of the holder thereof.

ARTICLE XIII

-7-
<PAGE> 8

CERTAIN EVENTS

13.1 In the event RTS shall consolidate with, merge into, or
transfer all or substantially all of its assets to another corporation or
corporations (a "successor corporation"), such successor corporation may
obligate itself to continue this Plan and to assume all obligations under the
Plan. In the event that such successor corporation does not obligate itself to
continue this Plan as above provided, the Plan shall terminate effective upon
such consolidation, merger or transfer, and any Option previously granted
hereunder shall terminate. If practical, RTS shall give each holder of an Option
twenty (20) days prior notice of any possible transaction which might terminate
this Plan and the Options previously granted hereunder.

13.2 In the event any person (other than a person who is such
on the date of effectiveness of this Plan), by any means of purchase or
acquisition, becomes the "beneficial owner" (as defined in Exchange Act Rule
13d-3 as in effect on July 15, 1997) of more than 50% of the outstanding Shares
of RTS, or commences a tender offer pursuant to Exchange Act Regulation 14D (as
in effect on July 15, 1997) which, if successful, would result in such person
becoming the beneficial owner of more than 50% of such Shares, then all Options
which are outstanding at the time of such event shall immediately become
exercisable in full.

13.3 In the event of the execution of an agreement of
reorganization, merger or consolidation of RTS with one or more corporations as
a result of which RTS is not to be the surviving corporation (whether or not RTS
shall be dissolved or liquidated) or the execution of an agreement of sale or
transfer of all or substantially all of the assets of RTS, then all Options
which are outstanding at the time of such event shall immediately become
exercisable in full.

13.4 The grant of Options under the Plan shall in no way
affect the right of RTS to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

-8-

<PAGE> 9

ARTICLE XIV

EFFECTIVE DATE

14.1 This Plan became effective on August 1, 1997. No Option
shall be granted pursuant to this Plan subsequent to August 1, 2007 or
subsequent to any earlier date as of which this Plan is terminated.

ARTICLE XV

MISCELLANEOUS

15.1 Nothing contained in this Plan shall constitute the
granting of an Option. Each Option shall be represented by a written Option
agreement executed by both the Eligible Employee or Advisor and RTS.

15.2 Certificates for Shares purchased through exercise of
Options will be issued in regular course after exercise of the Option and
payment therefor as called for by the terms of the Option. No person holding an
Option or entitled to exercise an Option granted under this Plan shall have any
rights or privileges of a shareholder of RTS with respect to any Shares issuable
upon exercise of such Option until certificates representing such Shares shall
have been issued and delivered. No Option may be transferred, and no Option
shall be exercisable or Shares issued and delivered upon exercise of an Option,
unless and until RTS has complied with any and all applicable federal and state
securities laws, listing requirements of any market on which RTS's Shares may
then be traded and other requirements of law. Any certificate representing
Shares acquired upon exercise of an Option may bear such legends as the Company
deems advisable to assure compliance with all applicable laws and regulations.

15.3 Nothing contained in this Plan or in any Option granted
pursuant to it shall confer upon any person any right to continue as a director
or employee of, or in any business relationship with, the Company or to
interfere in any way with the right of the Company to terminate a person's
status as a director or employee of, or the person's business relationship with,
the Company at any time. So long as a holder of an Option shall continue to be
an employee of the Company, the Option shall not be affected by any change of
the employee's duties or position.

15.4 This Plan shall be construed and administered in
accordance with and governed by the laws of the State of Florida.

-9-

<PAGE> 1

Exhibit 10.11

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among
DANIEL E. DOSORETZ, M.D. ("Employee"), and RADIATION THERAPY SERVICES, INC., a
Florida corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

2. RESPONSIBILITIES. Employee shall be Employer's Chief Executive
Officer, with such duties and responsibilities as such position normally
entails, as modified or further directed by the Board of Directors of Employer.
Employee is concurrently herewith entering into a Physician Employment Agreement
(the "Physician Agreement") with Employer's subsidiary, 21st Century Oncology,
Inc., ("21st Century") to be employed by 21st Century as a physician.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

4. TERM. The term of this Agreement shall be five (5) years beginning
on the date first written above subject, however, to prior termination as
hereafter provided. This Agreement shall be automatically renewed for one year
terms on each anniversary date of this Agreement following the initial five (5)
year term unless either party gives notice to the other party at least ninety
(90) days in advance of that anniversary date that the Agreement is not to be
renewed.

5. COMPENSATION. A. Employer shall pay Employee a salary for Employee's
services hereunder of Three Hundred Twenty Thousand Dollars ($320,000.00);
payable in equal installments every other week in a manner consistent with
Employer's customary payroll system. Employee also is subject to such rights and
obligations as may be set forth from time to time in Employer's Handbook for
Employees.

<PAGE> 2

B. Prior to an initial public offering of the stock of
Employer, Employee may also receive such bonus payments as the Board of
Directors of Employer may, at its sole discretion, determine on a monthly basis.

C. Subsequent to an initial public offering of the stock of
Employer, Employee may also receive such bonuses or pay increases as the Board
of Directors of Employer may, at its sole discretion, determine.

6. VACATION AND OTHER BENEFITS. Employee shall be entitled to twenty
(20) vacation days with pay during each twelve months of employment hereunder.
Employee may be entitled to additional vacation days with pay upon the prior
written consent of the Chief Executive Officer of Employer. Employee shall also
be entitled to such other employee benefits as may be made available to other
executives of Employer.

7. CONFIDENTIALITY. It is understood between the parties that during
the term of employment hereunder, Employee will be dealing with confidential
information and processes which are Employer's property, used in the course of
Employer's business, including without limitation the names of Employer's
patients, referring physicians, health maintenance organization or other managed
care contracts, suppliers, equipment, records, procedures, and methods of
operation. Employee agrees that such information is important, material, and
confidential and gravely affects the successful conduct of the business of
Employer and Employer's goodwill, and that any breach of the terms of this
paragraph is a material breach of this Agreement. Employee agrees not to
disclose to anyone, directly or indirectly, any of such confidential
information, or use it other than in the course of employment with Employer. All
documents that Employee prepares, or confidential information that might be
given to Employee in the course of employment hereunder, are the exclusive
property of Employer and shall remain in Employer's possession. Under no
circumstances shall any confidential information or documents be removed without
Employer's consent to such removal first being obtained. Employee further agrees
that, upon the termination of this Agreement for any reason, Employee will not
take or retain, without the express, written consent of Employer, any papers,
lists, books, files, or other documents, or copies of such items, or other
information of any kind belonging to Employer. All ideas, inventions,
trademarks, and other developments or improvements conceived by Employee, alone
or with others, during the term of his employment, whether or not during working
hours, that are within the scope of Employer's business operations or that
relate to any of

- 2 -

<PAGE> 3

Employer's work or projects, are the exclusive property of Employer. Any and all
patentable or copyrightable material, or other intellectual property, developed
by Employee as described in the preceding sentence, shall be considered work for
hire and shall be solely the property of the Employer. This provision shall
survive the termination of this Agreement for any reason.

8. FULL TIME AND ATTENTION. Except as otherwise authorized by Employer,
including Employee's employment under the Physician Agreement, Employee will
devote full time and attention to the rendition of the services pursuant to the
terms of this Agreement on behalf of Employer and to the furtherance of
Employer's best interests as assigned and scheduled by the Board of Directors of
Employer. It is anticipated that Employee shall devote approximately eighty
percent (80%) of his employment time to services hereunder.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

- 3 -

<PAGE> 4

controlled by Employer; (ii) any person or entity directly or indirectly
controlling Employer; (iii) any subsidiary of Employer if Employer has a fifty
percent (50%) or greater ownership interest in the subsidiary; or (iv)
Employer's parent entity if the parent has a fifty percent (50%) or greater
ownership interest in Employer. Employee may not assign Employee's rights,
obligations and interest in this Agreement to any other person.

C. The parties agree that in the event of any breach or
attempted breach of any of the covenants set out in section 9.B (the "Covenant
Not to Compete"), Employer will be entitled to equitable relief by way of
injunction or otherwise, in addition to any remedy at law which may be
available. The parties agree that any violation or threatened violation by
Employee of the Covenant Not to Compete will cause Employer to suffer
irreparable harm. The parties agree that Employer's remedy of an injunction is
not the exclusive remedy for breach of the Covenant Not to Compete and that a
court may grant such additional relief as is reasonable. The parties acknowledge
that Employee is a shareholder of Employer who wishes to sell some of his
interest in Employer in connection with an initial public offering of the stock
of Employer, and that the Covenant Not to Compete is given in anticipation of
increasing the value of Employee's interest in connection therewith.

D. In the event Employee breaches the Covenant Not to Compete,
in addition to the injunctive relief to which Employer shall be entitled under
the law, Employee shall immediately repay to Employer any amounts paid by
Employer hereunder after the termination of this Agreement, and all severance or
termination pay, if any, paid pursuant to this Agreement. Employer may offset
against any amounts owed Employee pursuant to this Agreement any amounts
Employee owes Employer hereunder.

E. In the event the Covenant Not to Compete shall be
determined by a court of competent jurisdiction to be unenforceable by reason of
its geographic or temporal restrictions being too great, or by reason that the
range of activities covered is too great, or for any other reason, section 9
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

- 4 -

<PAGE> 5

10. TERMINATION.

A. If Employee dies or becomes disabled during any term of
this Agreement, Employer agrees to pay to Employee's designated beneficiary as
salary continuation or to Employee one (1) year of Employee's monthly Base
Salary, plus such additional Base Salary as Employee may have become entitled to
pursuant to section 5 above, payable monthly, beginning with the date of death
or commencement of disability; thereafter, in the case of disability and for the
duration thereof, Employee shall receive benefits to the extent provided under
Employer's disability plan (the "Disability Plan"). For purposes of this
Agreement, "disability" shall have the meaning given in the Disability Plan.

B. If Employee voluntarily gives written notice at least
ninety (90) days in advance of the last day of any term hereunder to terminate
this Agreement at the expiration of such term and continues to render services
as provided herein until at the end of the term, Employer agrees to pay to
Employee as severance pay two (2) months of Employee's monthly Base Salary for
the immediately preceding twelve month period, plus such additional Base Salary
as Physician may have become entitled to pursuant to section 5 above, payable
monthly, beginning with the date of actual termination of this Agreement. Said
severance pay shall be in addition to the compensation earned by Employee during
the notice period required herein. Employee must render services as provided
hereunder during the 90 day period. The required notice and continued service is
of the essence, and if Employee does not give the required notice and continue
to be available for full-time exclusive service to Employer pursuant to this
Agreement during the notice period, Employee shall not be entitled to any
severance pay.

C. If Employee voluntarily terminates his employment for any
reason prior to the end of a term or without giving notice in accordance with
section 10.B of this Agreement, Employer shall have no liability to Employee
other than for accrued and unpaid Base Salary prior to the date of termination.
If Employee voluntarily terminates his employment as a result of a change in the
location of Employer's headquarters operations by more than fifty (50) miles or
as a result of a significant reduction in Employee's responsibilities, Employer
agrees to pay to Employee as severance pay the lesser of two (2) years Base
Salary or the balance of the Term of this Agreement, plus such additional Base
Salary as Employee may have become entitled to pursuant to section 5 above,
payable monthly, beginning with the date of actual termination of this
Agreement.

- 5 -

<PAGE> 6

D. This Agreement shall be deemed to be terminated for "cause"
by Employer, and the relationship of Employer and Employee existing between the
parties shall be deemed severed without any liability on the part of Employer to
Employee for further compensation or remuneration (other than for accrued and
unpaid Base Salary prior to the date of termination) in the event Employee shall
(i) fail or refuse, after reasonable written notice, to comply with the
reasonable policies, standards, and regulations from time to time established
and directed by the Board of Directors of Employer, or to perform faithfully or
diligently the provisions of this Agreement or the duties as contemplated
hereunder; (ii) display unprofessional, unethical, immoral, or fraudulent
conduct; or (iii) materially breach this Agreement.

E. If Employer terminates Employee without "cause" (as defined
in subsection D above), Employer shall pay Employee all compensation provided
for in section 5 above until the end of the then-current term of this Agreement.

F. The provisions of sections 8 and 9 above shall survive
termination of this Agreement for any reason.

G. If the Physician Agreement is terminated for any reason,
but this Agreement is not terminated, this Agreement shall continue in full
force and effect, except that the annual Base Salary shall be increased to Three
Hundred Eighty Thousand Dollars ($380,000.00) and Employee shall be expected to
devote full time and attention to the rendition of services pursuant to this
Agreement.

H. If it should be determined by the Board of Directors of
Employer or by Employee that Employee should devote approximately eighty percent
(80%) of his employment time to performing services under the Physician
Agreement and the remainder hereunder, Employee's salary hereunder shall be
reduced to Sixty Thousand Dollars ($60,000).

I. If this Agreement is terminated for any reason, but the
Physician Agreement is not terminated, Employee shall not receive the
post-termination or severance benefits set forth in subsections A and B above.

- 6 -

<PAGE> 7

11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties regarding the subject matter hereof and supersedes all previous
negotiations, discussions, and agreements between the parties concerning the
subject matter hereof.

12. AGREEMENT BINDING. This Agreement shall be binding on and inure to
the benefit of the respective parties hereto and their executors,
administrators, heirs, personal representatives, successors and assigns.

13. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

15. ATTORNEYS FEES. In the event either party (the "Plaintiff") sues
the other for breach of this Agreement and prevails, such prevailing Plaintiff
shall be entitled to recover from the other party his or its attorney's fees
expended in connection with such litigation.

16. INDEMNIFICATION. Employer shall indemnify Employee, to the full
extent permitted by law, against all liabilities incurred as a result of, and
expenses reasonably sustained in the defense or in the compromise or settlement
of, any civil, criminal or other action, suit or proceeding, by or on behalf of
whomever brought, to which Employee may be a party or in which he may be
otherwise involved by reason of his having been an officer or employee of
Employer or an Affiliate.

17. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

- 7 -

<PAGE> 8

be stricken and all other paragraphs and clauses of this Agreement shall
nevertheless remain in full force and effect; provided, however, that if
striking such offending clause or paragraph would result in a substantial change
in the contractual relationship between the parties, thereby depriving either or
both of the parties of the benefit of the fundamental economic bargain herein
set forth, this Agreement shall become voidable upon demand of the party whose
interests are thus impaired.

19. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

20. WAIVER. The failure of either party to insist upon strict adherence
to any obligation of this Agreement shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing.

21. MODIFICATIONS. Any modifications to this Agreement shall be made in
writing only and shall be by agreement of Employer and Employee. This Agreement
replaces and supersedes any prior agreement between the parties relating to
employment, including any agreement between Employee and Associates in Radiation
Medicine, P.C.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

/s/ G. David Schiering
By:
--------------------------------
G. David Schiering
Chief Operating Officer

/s/ Daniel E. Dosoretz, M.D.

------------------------------------
DANIEL E. DOSORETZ, M.D.

- 8 -

<PAGE> 9

21ST CENTURY ONCOLOGY, INC.

PHYSICIAN EMPLOYMENT AGREEMENT
------------------------------

THIS AGREEMENT is made and entered into as of April 1, 1998 by
and between 21ST CENTURY ONCOLOGY, INC., a Florida corporation (hereinafter
referred to as "21st Century") or its assignee and DANIEL E. DOSORETZ, M.D.
(hereinafter referred to as the "Physician").

WITNESSETH:

WHEREAS, 21st Century is a Florida corporation that, inter
alia, operates radiation therapy centers ("Centers"); and

WHEREAS, 21st Century is a subsidiary of Radiation Therapy
Regional Services, Inc. ("RTSI"), a Florida corporation that has ownership
interests in other corporations (the "Affiliates") that operate Centers; and

WHEREAS, Physician is a radiation oncologist who is licensed
to practice medicine in certain states in which 21st Century operates Centers;

WHEREAS, Physician is concurrently herewith entering into an
Executive Employment Agreement (the "Executive Agreement") with RTSI; and

WHEREAS, 21st Century wishes to engage Physician to provide
medical services as a radiation oncologist at certain of the Centers operated by
21st Century according to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the
promises hereinafter contained, the parties agree as follows:

1. TERM. Subject to the conditions set forth below, Physician
agrees to provide services as a radiation oncologist at the Centers specified
pursuant to this Agreement to such persons as are accepted by 21st Century as
patients of the Centers. Unless terminated earlier by either party as provided
herein, this Agreement shall be for five (5) years beginning the date hereof,
and shall be automatically renewed for one (1) year terms from year to year
thereafter on the anniversary date of this Agreement unless either party gives
written notice to

<PAGE> 10

the other party at least ninety (90) days in advance of the renewal date of its
intent not to renew the Agreement.

2. ACCEPTANCE BY PHYSICIAN. Physician agrees to provide
medical services at the Centers on the terms and conditions herein set forth.
Except as otherwise authorized by 21st Century, including Physician's employment
under the Executive Agreement, Physician agrees that, throughout the term of
this Agreement, Physician will devote full time and attention to the rendition
of the professional services to the furtherance of 21st Century's best interests
as assigned and scheduled by 21st Century or 21st Century's designee. Physician
shall be assigned to practice at such Centers as may reasonably be requested by
21st Century and consented to by Physician, which consent shall not be
unreasonably withheld. Prior to the date hereof and throughout the term of this
Agreement and any renewal period hereof, Physician will be licensed to practice
medicine in Florida and those states in which 21st Century and Physician may
agree. Physician shall become a member of such organizations and shall
participate in such hospital staff responsibilities and such other organizations
as 21st Century, in consultation with Physician, shall agree. Physician will be
expected to reside in the general vicinity and participate in the life of the
community surrounding a Center designated by 21st Century after consultation
with Physician. Physician shall attend tumor boards, cancer conferences, and
Cancer Society meetings as part of Physician's duties hereunder. Physician also
will be responsible for an on-call schedule and medical rounds at hospitals and
consultations. Physician agrees that in the rendition of such professional
services at the Centers, Physician will comply with the reasonable policies,
standards and regulations of 21st Century established from time to time. This
Agreement is exclusive in favor of 21st Century and Physician may not perform
services for other providers of radiation therapy or oncology services without
the prior written approval of 21st Century.

3. COMPENSATION. A. 21st Century agrees to pay Physician for
the services provided hereunder a base annual salary of Sixty Thousand Dollars
($60,000.00) "Base Salary"). 21st Century shall deduct from the Base Salary
otherwise payable to Physician any costs of fringe benefit plans, disability
plan and, except as provided in section 3.D below, other health and welfare
benefit plans in which Physician participates. 21st Century shall pay all
medical malpractice insurance premiums related to Physician's employment.

- 2 -

<PAGE> 11

B. Prior to an initial public offering of the stock
of 21st Century or of the parent corporation of 21st Century, in addition to the
Base Salary, after the first anniversary of the date on which Physician first
began to provide medical services at the Centers and thereafter, Physician may
receive as additional compensation such bonuses as the Board of Directors of
21st Century may, at its sole discretion, determine on a monthly basis.

C. 21st Century shall, at its expense, cover
Physician (but not other members of Physician's family) in any medical plan
maintained by 21st Century; provided, however, that Physician shall be subject
to the eligibility rules of said plan.

4. TERMINATION OTHER THAN FOR CAUSE. A. If Physician dies or
becomes disabled during any term of this Agreement, 21st Century agrees to pay
to Physician's designated beneficiary as salary continuation or to Physician one
(1) year of Physician's monthly Base Salary, plus such additional Base Salary as
Physician may have become entitled to pursuant to section 3 above, payable
monthly, beginning with the date of death or commencement of disability;
thereafter, in the case of disability and for the duration thereof, Physician
shall receive benefits to the extent provided under 21st Century's disability
plan (the "Disability Plan"). For purposes of this Agreement, "disability" shall
have the meaning given in the Disability Plan.

B. If Physician voluntarily gives written notice at least ninety (90)
days in advance of the last day of any term hereunder to terminate this
Agreement at the expiration of such term and continues to render services as
provided herein until at the end of the term, 21st Century agrees to pay to
Physician as severance pay two (2) months of Physician's monthly Base Salary for
the immediately preceding twelve month period, plus such additional Base Salary
as Physician may have become entitled to pursuant to section 3 above, payable
monthly, beginning with the date of actual termination of this Agreement. Said
severance pay shall be in addition to the compensation earned by Physician
during the notice period required herein. Physician must render services as
provided hereunder during the 90 day period. The required notice and continued
service is of the essence, and if Physician does not give the required notice
and continue to be available for full-time exclusive service to 21st Century
pursuant to this Agreement during the notice period, Physician shall not be
entitled to any severance pay.

- 3 -

<PAGE> 12

C. If Physician voluntarily terminates his or her employment for any
reason prior to the end of a term or without giving notice in accordance with
section 1 of this Agreement, 21st Century shall have no liability to Physician
other than for accrued and unpaid Base Salary prior to the date of termination.

D. If 21st Century terminates Physician without "cause" (as defined in
section 5 below), 21st Century shall pay Physician all compensation provided for
in section 3 above until the end of the then-current term of this Agreement.

E. If the Executive Agreement is terminated for any reason, but this
Agreement is not terminated, this Agreement shall continue in full force and
effect, except that the annual Base Salary shall be increased to Three Hundred
Thousand Dollars ($300,000.00), and Physician shall be expected to devote full
time and attention to the rendition of professional services pursuant to this
Agreement.

F. If it should be determined by the Board of Directors of RTSI or by
Employee that Employee should devote approximately eighty percent (80%) of his
employment time to performing services under this Agreement and the remainder
under the Executive Agreement, Employee's salary hereunder shall be increased to
Two Hundred Forty Thousand Dollars ($240,000).

G. If this Agreement is terminated for any reason, but the Executive
Agreement is not terminated, Physician shall not receive the post-termination or
severance benefits set forth in subsections A and B above.

5. TERMINATION FOR CAUSE. This Agreement shall be deemed to be
terminated for "cause" by 21st Century, and the relationship of 21st Century and
Physician existing between the parties shall be deemed severed without any
liability on the part of 21st Century to Physician for further compensation or
remuneration (other than for accrued and unpaid Base Salary prior to the date of
termination) upon the occurrence of any of the following:

(a) A final and unappealable suspension, revocation,
or cancellation of Physician's right to perform medical
services in any state in he has a license;

- 4 -

<PAGE> 13

(b) The final and unappealable placing or imposing of
any restrictions or limitations, by any governmental authority
having jurisdiction over Physician, upon Physician so that
Physician cannot engage in the medical services contemplated
hereunder;

(c) In the event Physician shall fail or refuse to
comply after reasonable notice with the reasonable policies,
standards, and regulations of 21st Century from time to time
established, or if Physician fails to perform services at the
places and times reasonably scheduled by 21st Century;

(d) In the event Physician shall fail or refuse to
perform faithfully or diligently the provisions of this
Agreement or the duties as contemplated hereunder after
reasonable notice;

(e) In the event Physician displays unprofessional,
unethical, immoral, or fraudulent conduct; or is found guilty
in a final and unappealable ruling of unprofessional or
unethical conduct by any board, institution, organization,
group, or professional society having any privilege or right
to pass upon the conduct of Physician; or should Physician's
conduct materially discredit 21st Century or be materially
detrimental to the reputation, character, and standing of 21st
Century; or

(f) In the event Physician's privileges in any
hospital in which he has privileges are revoked, and such
determinations are final.

6. NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.

A. During the term of this Agreement and any renewal
period, Physician shall not undertake any professional service except as
directed and authorized by 21st Century and shall not engage in any profession
other than the rendition of the professional services as directed by 21st
Century.

- 5 -

<PAGE> 14

B. In the event of the termination of this Agreement
for any reason, Physician agrees not to directly or indirectly engage in the
practice of radiation therapy or oncology, or otherwise compete with 21st
Century, or any of its physician providers, by practicing as a radiation
therapist or oncologist (i) at any hospital in which physician providers of 21st
Century regularly admit patients, (ii) within any county in which 21st Century
or any of its Affiliates operate a Center, or (iii) or within a radius of
twenty-five (25) miles of any Center of 21st Century or any of its Affiliates,
for a period of two (2) years after the date of such actual termination of this
Agreement. The purpose of this covenant is to protect 21st Century from the
irreparable harm it will suffer if Physician competes with 21st Century after
having participated in the initial public offering of RTRC, and having been
introduced to 21st Century's personnel and patients and after learning special
medical procedures used by 21st Century's physician providers, 21st Century's
business procedures, office and practice policies, and the special and
confidential professional procedures developed by 21st Century.

C. The parties agree that in the event of any breach
or attempted breach of any of the covenants set out in section 6.B (the
"Covenant Not to Compete"), 21st Century will be entitled to equitable relief by
way of injunction or otherwise, in addition to any remedy at law which may be
available. The parties agree that any violation or threatened violation by
Physician of the Covenant Not to Compete will cause 21st Century to suffer
irreparable harm. The parties agree that 21st Century's remedy of an injunction
is not the exclusive remedy for breach of the Covenant Not to Compete and that a
court may grant such additional relief as is reasonable.

D. In the event Physician breaches the Covenant Not
to Compete, in addition to the injunctive relief to which 21st Century shall be
entitled under the law, Physician shall immediately repay to 21st Century any
amounts paid by 21st Century pursuant to section 3.B hereof after the
termination of this Agreement, and all severance or termination pay, if any,
paid pursuant to this Agreement. 21st Century may offset against any amounts
owed Physician pursuant to this Agreement any amounts Physician owes 21st
Century pursuant to paragraph E below for breach of the Covenant Not to Compete.

- 6 -

<PAGE> 15

compensating a replacement radiation oncologist and for the lost business it
will suffer, in the event of a breach by Physician of the Covenant Not to
Compete, Physician shall pay to 21st Century a sum equal to a percentage of the
gross billings of 21st Century for the twelve month period immediately preceding
the termination of this Agreement. The percentage shall be that formed by
dividing the number one by the number equal to the total number of physician
providers of 21st Century, including Physician, on the date of termination of
this Agreement.

F. In the event the Covenant Not to Compete shall be
determined by a court of competent jurisdiction to be unenforceable by reason of
its geographic or temporal restrictions being too great, or by reason that the
range of activities covered is too great, or for any other reason, section 7
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

7. [Intentionally omitted]

8. 21ST CENTURY'S RIGHT TO INCOME. All fees, compensation,
monies, and other things of value charged by 21st Century and received or
realized as a result of the rendition of medical services by Physician pursuant
to this Agreement shall belong to and be paid and delivered to 21st Century.

9. PHYSICIAN EXPENSES. In consideration of Physician's total
compensation hereunder, 21st Century expects Physician to develop 21st Century's
radiation therapy practice, and to promote the business and services of 21st
Century. 21st Century also expects Physician to maintain an automobile for use
as an Physician and for the purpose of making visits to patients, hospitals,
clinics, seminars, etc. 21st Century also expects Physician to attend such
conventions and seminars as are necessary in order to be fully and currently
informed as to new developments in the field of medicine and 21st Century shall
pay such reasonable expenses as are incurred for such conventions and seminars
so long as those expenses are approved in advance by 21st Century.

10. VACATION AND TIME AWAY. Physician shall be entitled to
four (4) weeks vacation with pay during each year of this Agreement, but no
weeks shall be taken consecutively. With the prior approval of 21st Century,
Physician may take additional time

- 7 -

<PAGE> 16

away from the practice to attend professional meetings and seminars with the
reasonable expenses paid for by 21st Century. All time away from practice,
including time for vacation and continuing medical education, shall be scheduled
with 21st Century. Physician shall be responsible for arranging coverage during
Physician's absences for vacation and continuing medical education, which
coverage shall be subject to 21st Century's prior approval.

11. RIGHTS ON TERMINATION. Upon termination of this Agreement,
voluntarily or for cause, the parties' rights and obligations shall continue
through any applicable notice period and until those rights and obligations are
satisfied. Except as provided below, upon the termination of this Agreement by
either party and for any reason, Physician shall have no claim or right to 21st
Century's books or records, case histories and reports, memoranda, files,
patient lists, accounts receivable, office locations or telephone numbers, or
other assets or documents relating to 21st Century's professional and business
operations and Physician's dealings with 21st Century's patients. In the event
of termination of this Agreement for any reason, the parties agree that the only
notice to 21st Century's patients of such termination or of the assumption of
private individual practice by Physician shall be made by 21st Century by
written notice to patients stating (1) the fact and date of termination and (2)
that the patients' medical records will be maintained by 21st Century but will
be made available to Physician or any other physician upon request by the
patient in writing to 21st Century. Physician shall upon reasonable notice and
at reasonable times, be permitted to inspect and copy at Physician's own expense
any records of 21st Century relating to patients who have requested in writing
that their records be made available to Physician.

12. NOTICES. Any notice required or permitted to be given
pursuant to this Agreement shall be sufficient if in writing and if sent by
registered mail to either party at its last known address.

13. CONSTRUCTION. This Agreement shall be governed by the laws
of the State of Florida.

14. ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties regarding Physician's provision of medical services at
the Centers and supersedes all previous negotiations, discussions, and
agreements between the parties.

- 8 -

<PAGE> 17

15. ASSIGNMENT. 21st Century may assign its rights,
obligations and interest in this Agreement to an Affiliate of 21st Century. An
"Affiliate" of 21st Century means (i) any person or entity directly or
indirectly controlled by 21st Century; (ii) any person or entity directly or
indirectly controlling 21st Century; (iii) any subsidiary of 21st Century if
21st Century has a fifty percent (50%) or greater ownership interest in the
subsidiary; or (iv) 21st Century's parent entity if the parent has a fifty
percent (50%) or greater ownership interest in 21st Century. Physician may not
assign his rights, obligations and interest in this Agreement to any other
person.

16. SEVERABILITY. In the event that any paragraph or clause of
this Agreement is held or declared by a final and unappealable decision to be
void, illegal, or unenforceable for any reason, the offending paragraph or
clause shall, if possible, be reformed by the authority making such decision in
such manner as will implement, to the fullest extent legally permissible, the
expressed intentions of the parties hereto without illegality or
unenforceability. If such reformation is not possible, the offending paragraph
or clause shall be stricken and all other paragraphs and clauses of this
Agreement shall nevertheless remain in full force and effect; provided, however,
that if striking such offending clause or paragraph would result in a
substantial change in the contractual relationship between the parties, thereby
depriving either or both of the parties of the benefit of the fundamental
economic bargain herein set forth, this Agreement shall become voidable upon
demand of the party whose interests are thus impaired.

17. HEADINGS. The headings contained in this Agreement are
included for convenience only and no such heading shall in any way alter the
meaning of any provision.

18. WAIVER. The failure of either party to insist upon strict
adherence to any obligation of this Agreement shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

19. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

- 9 -

<PAGE> 18

20. MODIFICATIONS. Any modifications to this Agreement shall
be made in writing only and shall be by agreement of 21st Century and Physician.
This Agreement replaces and supercedes any prior agreement between the parties
relating to employment, including any agreement between Physician and Associates
in Radiaiton Medicine, P.C.

IN WITNESS WHEREOF, the parties have set their hands and seals
the day and year first above written.

21ST CENTURY ONCOLOGY, INC.

/s/ G. David Schiering
By:
------------------------------------
G. David Schiering
Chief Operating Officer

/s/ Daniel E. Dosoretz, M.D.
---------------------------------------
DANIEL E. DOSORETZ, M.D.

- 10 -

<PAGE> 1
Exhibit 10.12

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among
MICHAEL J. KATIN, M.D. ("Employee"), and RADIATION THERAPY SERVICES, INC.,
a Florida corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

2. RESPONSIBILITIES. Employee shall be a Physician Manager of Employer,
with such duties and responsibilities as such position normally entails, as
modified or further directed by the Board of Directors of Employer. Employee is
concurrently herewith entering into a Physician Employment Agreement (the
"Physician Agreement") with Employer's subsidiary, 21st Century Oncology, Inc.,
("21st Century") to be employed by 21st Century as a physician.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

5. COMPENSATION. A. Employer shall pay Employee a salary for Employee's
services hereunder equal to Sixty Thousand Dollars ($60,000.00); payable in
equal installments every other week in a manner consistent with Employer's
customary payroll system. Employee also is subject to such rights and
obligations as may be set forth from time to time in Employer's Handbook for
Employees.

<PAGE> 2

- 2 -

<PAGE> 3

of the Employer. This provision shall survive the termination of this Agreement
for any reason.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

B. In the event of the termination of this Agreement for any
reason, Employee agrees not to directly or indirectly compete with Employer or
any of its Affiliates by providing management or other services on behalf of any
person or entity engaged in any business which Employer or any of its Affiliates
engage in at the time of termination, or which business Employer or any of its
Affiliates are actively considering engaging in at the time of termination, in
any state in which any radiation oncology center or any other business operated
by Employer or any of its Affiliates is located, or in any state immediately
adjacent to such state, for a period of two (2) years after the date of such
actual termination of this Agreement. The purpose of this covenant is to protect
Employer from the irreparable harm it will suffer if Employee competes with
Employer after having participated in the initial public offering of Employer
and after learning Employer's business procedures, office and practice policies,
and the special and confidential professional procedures developed by Employer.
An "Affiliate" of Employer means (i) any person or entity directly or indirectly
controlled by Employer; (ii) any person or entity directly or indirectly
controlling Employer; (iii) any subsidiary of Employer if Employer has a fifty
percent (50%) or greater ownership interest in the subsidiary; or (iv)
Employer's parent entity if the parent has a fifty percent (50%) or greater
ownership interest in Employer. Employee may not assign Employee's rights,
obligations and interest in this Agreement to any other person.

- 3 -

<PAGE> 4

10. TERMINATION.

- 4 -

<PAGE> 5

- 5 -

<PAGE> 6

F. The provisions of sections 8 and 9 above shall survive
termination of this Agreement for any reason.

G. If the Physician Agreement is terminated for any reason,
but this Agreement is not terminated, this Agreement shall continue in full
force and effect, except that the annual Base Salary shall be increased to Three
Hundred Thousand Dollars ($300,000.00) and Employee shall be expected to devote
full time and attention to the rendition of services pursuant to this Agreement.

H. If this Agreement is terminated for any reason, but the
Physician Agreement is not terminated, Employee shall not receive the
post-termination or severance benefits set forth in subsections A and B above.

11. AUTHORITY TO CONTRACT. Employee shall have no authority to enter
into any contracts binding upon Employer, or to create any obligations on the
part of the Employer, except to the extent that corporate resolutions of
Employer acknowledge such authority.

12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties regarding the subject matter hereof and supersedes all previous
negotiations, discussions, and agreements between the parties concerning the
subject matter hereof.

13. AGREEMENT BINDING. This Agreement shall be binding on and inure to
the benefit of the respective parties hereto and their executors,
administrators, heirs, personal representatives, successors and assigns.

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

- 6 -

<PAGE> 7

17. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

18. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

19. SEVERABILITY. In the event that any paragraph or clause of this
Agreement is held or declared by a final and unappealable decision to be void,
illegal, or unenforceable for any reason, the offending paragraph or clause
shall, if possible, be reformed by the authority making such decision in such
manner as will implement, to the fullest extent legally permissible, the
expressed intentions of the parties hereto without illegality or
unenforceability. If such reformation is not possible, the offending paragraph
or clause shall be stricken and all other paragraphs and clauses of this
Agreement shall nevertheless remain in full force and effect; provided, however,
that if striking such offending clause or paragraph would result in a
substantial change in the contractual relationship between the parties, thereby
depriving either or both of the parties of the benefit of the fundamental
economic bargain herein set forth, this Agreement shall become voidable upon
demand of the party whose interests are thus impaired.

20. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

- 7 -

<PAGE> 8

21. WAIVER. The failure of either party to insist upon strict adherence
to any obligation of this Agreement shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing.

22. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

23. MODIFICATIONS. Any modifications to this Agreement shall be made in
writing only and shall be by agreement of Employer and Employee. This Agreement
replaces and supersedes any prior agreement between the parties relating to
employment, including any agreement between Employee and Associates in Radiation
Medicine, P.C.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

/s/ Daniel E. Dosoretz, M.D.
By:
---------------------------------
Daniel E. Dosoretz, M.D.
Chief Executive Officer

/s/ Michael J. Katin, M.D.

------------------------------------
MICHAEL J. KATIN, M.D.

- 8 -

<PAGE> 9

21ST CENTURY ONCOLOGY, INC.

PHYSICIAN EMPLOYMENT AGREEMENT
------------------------------

THIS AGREEMENT is made and entered into as of April 1, 1998 by
and between 21ST CENTURY ONCOLOGY, INC., a Florida corporation (hereinafter
referred to as "21st Century") or its assignee and MICHAEL J. KATIN, M.D.
(hereinafter referred to as the "Physician").

WITNESSETH:

WHEREAS, 21st Century is a Florida corporation that, inter
alia, operates radiation therapy centers ("Centers"); and

WHEREAS, 21st Century is subsidiary of Radiation Therapy
Regional Services, Inc. ("RTSI"), a Florida corporation that has ownership
interests in other corporations (the "Affiliates") that operate Centers; and

WHEREAS, Physician is a radiation oncologist who is licensed
to practice medicine in certain states in which 21st Century operates Centers;

WHEREAS, Physician is concurrently herewith entering into an
Executive Employment Agreement (the "Executive Agreement") with RTSI; and

NOW, THEREFORE, in consideration of the premises and of the
promises hereinafter contained, the parties agree as follows:

<PAGE> 10

the other party at least ninety (90) days in advance of the renewal date of its
intent not to renew the Agreement.

3. COMPENSATION. A. 21st Century agrees to pay Physician for
the services provided hereunder a base annual salary of Two Hundred Forty
Thousand Dollars ($240,000.00 ("Base Salary"). 21st Century shall deduct from
the Base Salary otherwise payable to Physician any costs of fringe benefit
plans, disability plan and, except as provided in section 3.D below, other
health and welfare benefit plans in which Physician participates. 21st Century
shall pay all medical malpractice insurance premiums related to Physician's
employment.

- 2 -

<PAGE> 11

- 3 -

<PAGE> 12

F. If this Agreement is terminated for any reason, but the Executive
Agreement is not terminated, Physician shall not receive the post-termination or
severance benefits set forth in subsections A and B above.

(a) A final and unappealable suspension, revocation,
or cancellation of Physician's right to perform medical
services in any state in which he has a license;

- 4 -

<PAGE> 13

(d) In the event Physician shall fail or refuse to
perform faithfully or diligently the provisions of this
Agreement or the duties as contemplated hereunder after
reasonable notice;

(f) In the event Physician's privileges in any
hospital in which he has privileges are revoked, and such
determinations are final.

6. NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.

- 5 -

<PAGE> 14

the date of such actual termination of this Agreement. The purpose of this
covenant is to protect 21st Century from the irreparable harm it will suffer if
Physician competes with 21st Century after having participated in the initial
public offering of RTRC, and having been introduced to 21st Century's personnel
and patients and after learning special medical procedures used by 21st
Century's physician providers, 21st Century's business procedures, office and
practice policies, and the special and confidential professional procedures
developed by 21st Century.

C. The parties agree that in the event of any breach
or attempted breach of any of the covenants set out in section 7.B (the
"Covenant Not to Compete"), 21st Century will be entitled to equitable relief by
way of injunction or otherwise, in addition to any remedy at law which may be
available. The parties agree that any violation or threatened violation by
Physician of the Covenant Not to Compete will cause 21st Century to suffer
irreparable harm. The parties agree that 21st Century's remedy of an injunction
is not the exclusive remedy for breach of the Covenant Not to Compete and that a
court may grant such additional relief as is reasonable.

E. In addition to the injunctive relief to which 21st
Century is entitled under the law and in addition to the payments provided for
in paragraph D above and in order to compensate 21st Century for the damages it
will incur in recruiting and compensating a replacement radiation oncologist and
for the lost business it will suffer, in the event of a breach by Physician of
the Covenant Not to Compete, Physician shall pay to 21st Century a sum equal to
a percentage of the gross billings of 21st Century for the twelve month period
immediately preceding the termination of this Agreement. The percentage shall be
that formed by dividing the number one by the number equal to the total number
of physician providers of 21st Century, including Physician, on the date of
termination of this Agreement.

- 6 -

<PAGE> 15

F. In the event the Covenant Not to Compete shall be
determined by a court of competent jurisdiction to be unenforceable by reason of
its geographic or temporal restrictions being too great, or by reason that the
range of activities covered is too great, or for any other reason, section 7
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

7. NO AUTHORITY TO CONTRACT. Physician shall have no authority
to enter into any contracts binding upon 21st Century or to create any
obligations on the part of 21st Century.

10. VACATION AND TIME AWAY. Physician shall be entitled to
four (4) weeks vacation with pay during each year of this Agreement, but no
weeks shall be taken consecutively. Physician may take additional time away from
the practice to attend professional meetings and seminars with the reasonable
expenses paid for by 21st Century with the prior approval of 21st Century. All
time away from practice, including time for vacation and continuing medical
education, shall be scheduled with 21st Century. Physician shall be responsible
for arranging coverage during Physician's absences for vacation and continuing
medical education and shall inform 21st Century of such coverage arrangements.

- 7 -

<PAGE> 16

12. NOTICES. Any notice required or permitted to be given
pursuant to this Agreement shall be sufficient if in writing and if sent by
registered mail to either party at its last known residence.

13. CONSTRUCTION. This Agreement shall be governed by the laws
of the State of Florida.

- 8 -

<PAGE> 17

greater ownership interest in 21st Century. Physician may not assign his rights,
obligations and interest in this Agreement to any other person.

17. HEADINGS. The headings contained in this Agreement are
included for convenience only and no such heading shall in any way alter the
meaning of any provision.

19. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

20. MODIFICATIONS. Any modifications to this Agreement shall
be made in writing only and shall be by agreement of 21st Century and Physician.

- 9 -

<PAGE> 18

IN WITNESS WHEREOF, the parties have set their hands and seals
the day and year first above written.

21ST CENTURY ONCOLOGY, INC.

/s/ Daniel E. Dosoretz
By
-------------------------------------
Daniel E. Dosoretz, President

/s/ Michael J. Katin, M.D.

---------------------------------------
MICHAEL J. KATIN, M.D.

- 10 -

<PAGE> 1

Exhibit 10.13

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among
PETER H. BLITZER, M.D. ("Employee"), and RADIATION THERAPY SERVICES, INC.,
a Florida corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

<PAGE> 2

- 2 -

<PAGE> 3

of the Employer. This provision shall survive the termination of this Agreement
for any reason.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

- 3 -

<PAGE> 4

10. TERMINATION.

- 4 -

<PAGE> 5

- 5 -

<PAGE> 6

F. The provisions of sections 8 and 9 above shall survive
termination of this Agreement for any reason.

G. If the Physician Agreement is terminated for any reason,
but this Agreement is not terminated, this Agreement shall continue in full
force and effect, except that the annual Base Salary shall be increased to Three
Hundred Thousand Dollars ($300,000.00) and Employee shall be expected to devote
full time and attention to the rendition of services pursuant to this Agreement.

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

- 6 -

<PAGE> 7

17. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

18. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

20. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

- 7 -

<PAGE> 8

22. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

/s/ Daniel E. Dosoretz, M.D.
By:
--------------------------------
Daniel E. Dosoretz, M.D.
Chief Executive Officer

/s/ Peter H. Blitzer, M.D.

-----------------------------------
PETER H. BLITZER, M.D.

- 8 -

<PAGE> 9

21ST CENTURY ONCOLOGY, INC.

PHYSICIAN EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into as of April 1, 1998 by
and between 21ST CENTURY ONCOLOGY, INC., a Florida corporation (hereinafter
referred to as "21st Century") or its assignee and PETER H. BLITZER, M.D.
(hereinafter referred to as the "Physician").

WITNESSETH:

WHEREAS, 21st Century is a Florida corporation that, inter
alia, operates radiation therapy centers ("Centers"); and

WHEREAS, Physician is a radiation oncologist who is licensed
to practice medicine in certain states in which 21st Century operates Centers;

WHEREAS, Physician is concurrently herewith entering into an
Executive Employment Agreement (the "Executive Agreement") with RTSI; and

NOW, THEREFORE, in consideration of the premises and of the
promises hereinafter contained, the parties agree as follows:

<PAGE> 10

the other party at least ninety (90) days in advance of the renewal date of its
intent not to renew the Agreement.

- 2 -

<PAGE> 11

- 3 -

<PAGE> 12

(a) A final and unappealable suspension, revocation,
or cancellation of Physician's right to perform medical
services in any state in which he has a license;

- 4 -

<PAGE> 13

(d) In the event Physician shall fail or refuse to
perform faithfully or diligently the provisions of this
Agreement or the duties as contemplated hereunder after
reasonable notice;

(f) In the event Physician's privileges at any
hospital in which he has privileges are revoked and such
determinations are final.

6. NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.
-------------------------------------------

- 5 -

<PAGE> 14

- 6 -

<PAGE> 15

F. In the event the Covenant Not to Compete shall be
determined by a court of competent jurisdiction to be unenforceable by reason of
its geographic or temporal restrictions being too great, or by reason that the
range of activities covered is too great, or for any other reason, section 7
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

7. NO AUTHORITY TO CONTRACT. Physician shall have no authority
to enter into any contracts binding upon 21st Century or to create any
obligations on the part of 21st Century.

- 7 -

<PAGE> 16

12. NOTICES. Any notice required or permitted to be given
pursuant to this Agreement shall be sufficient if in writing and if sent by
registered mail to either party at its last known residence.

13. CONSTRUCTION. This Agreement shall be governed by the laws
of the State of Florida.

- 8 -

<PAGE> 17

greater ownership interest in 21st Century. Physician may not assign his rights,
obligations and interest in this Agreement to any other person.

17. HEADINGS. The headings contained in this Agreement are
included for convenience only and no such heading shall in any way alter the
meaning of any provision.

19. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

20. MODIFICATIONS. Any modifications to this Agreement shall
be made in writing only and shall be by agreement of 21st Century and Physician.

- 9 -

<PAGE> 18

IN WITNESS WHEREOF, the parties have set their hands and seals
the day and year first above written.

21ST CENTURY ONCOLOGY, INC.

/s/ Daniel E. Dosoretz
By
---------------------------------------
Daniel E. Dosoretz, President

/s/ Peter H. Blitzer, M.D.

---------------------------------------
PETER H. BLITZER, M.D.

- 10 -

<PAGE> 1

Exhibit 10.14

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among
GRACIELA GARTON, M.D. ("Employee"), and RADIATION THERAPY SERVICES, INC., a
Florida corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

<PAGE> 2

- 2 -

<PAGE> 3

of the Employer. This provision shall survive the termination of this Agreement
for any reason.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

- 3 -

<PAGE> 4

10. TERMINATION.

- 4 -

<PAGE> 5

extent provided under Employer's disability plan (the "Disability Plan"). For
purposes of this Agreement, "disability" shall have the meaning given in the
Disability Plan.

- 5 -

<PAGE> 6

diligently the provisions of this Agreement or the duties as contemplated
hereunder; (ii) display unprofessional, unethical, immoral, or fraudulent
conduct; or (iii) materially breach this Agreement.

F. The provisions of sections 8 and 9 above shall survive
termination of this Agreement for any reason.

G. If the Physician Agreement is terminated for any reason,
but this Agreement is not terminated, this Agreement shall continue in full
force and effect, except that the annual Base Salary shall be increased to Three
Hundred Thousand Dollars ($300,000.00) and Employee shall be expected to devote
full time and attention to the rendition of services pursuant to this Agreement.

- 6 -

<PAGE> 7

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

17. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

18. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

- 7 -

<PAGE> 8

20. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

22. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

/s/ Daniel E. Dosoretz, M.D.
By:
---------------------------------
Daniel E. Dosoretz, M.D.
Chief Executive Officer

/s/ Graciela Garton, M.D.

------------------------------------
GRACIELA GARTON, M.D.

- 8 -

<PAGE> 9

21ST CENTURY ONCOLOGY, INC.

PHYSICIAN EMPLOYMENT AGREEMENT
------------------------------

THIS AGREEMENT is made and entered into as of April 1, 1998 by
and between 21ST CENTURY ONCOLOGY, INC., a Florida corporation (hereinafter
referred to as "21st Century") or its assignee and GRACIELA GARTON, M.D.
(hereinafter referred to as the "Physician").

WITNESSETH:

WHEREAS, 21st Century is a Florida corporation that, inter
alia, operates radiation therapy centers ("Centers"); and

WHEREAS, Physician is a radiation oncologist who is licensed
to practice medicine in certain states in which 21st Century operates Centers;

WHEREAS, Physician is concurrently herewith entering into an
Executive Employment Agreement (the "Executive Agreement") with RTSI; and

NOW, THEREFORE, in consideration of the premises and of the
promises hereinafter contained, the parties agree as follows:

<PAGE> 10

the other party at least ninety (90) days in advance of the renewal date of its
intent not to renew the Agreement.

2. ACCEPTANCE BY PHYSICIAN. Physician agrees to provide
medical services at the Centers on the terms and conditions herein set forth.
Except as otherwise authorized by 21st Century, including Physician's employment
under the Executive Agreement, Physician agrees that, throughout the term of
this Agreement, Physician will devote full time and attention to the rendition
of the professional services to the furtherance of 21st Century's best interests
as assigned and scheduled by 21st Century or 21st Century's designee. Physician
shall be assigned to practice at such Centers as may reasonably be requested by
21st Century and consented to by Physician, which consent shall not be
unreasonably withheld. Prior to the date hereof and throughout the term of this
Agreement and any renewal period hereof, Physician will be licensed to practice
medicine in Florida and those states in which 21st century and Physician may
agree. Physician shall become a member of such organizations and shall
participate in such hospital staff responsibilities and such other organizations
as 21st Century, in consultation with Physician, shall agree. Physician will be
expected to reside in the general vicinity and participate in the life of the
community surrounding a Center designated by 21st Century after consultation
with Physician. Physician shall attend tumor boards, cancer conferences, and
Cancer Society meetings as part of Physician's duties hereunder. Physician also
will be responsible for an on-call schedule and medical rounds at hospitals and
consultations. Physician agrees that in the rendition of such professional
services at the Centers, Physician will comply with the reasonable policies,
standards and regulations of 21st Century established from time to time. This
Agreement is exclusive in favor of 21st Century and Physician may not perform
services for other providers of radiation therapy or oncology services without
the prior written approval of 21st Century.

- 2 -

<PAGE> 11

- 3 -

<PAGE> 12

(a) A final and unappealable suspension, revocation,
or cancellation of Physician's right to perform medical
services in any state in which she has a license;

- 4 -

<PAGE> 13

(d) In the event Physician shall fail or refuse to
perform faithfully or diligently the provisions of this
Agreement or the duties as contemplated hereunder after
reasonable notice;

(f) In the event Physician's privileges in any
hospital in which she has privileges are revoked, and such
determinations are final.

6. NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.

- 5 -

<PAGE> 14

- 6 -

<PAGE> 15

F. In the event the Covenant Not to Compete shall be
determined by a court of competent jurisdiction to be unenforceable by reason of
its geographic or temporal restrictions being too great, or by reason that the
range of activities covered is too great, or for any other reason, section 7
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

7. NO AUTHORITY TO CONTRACT. Physician shall have no authority
to enter into any contracts binding upon 21st Century or to create any
obligations on the part of 21st Century.

- 7 -

<PAGE> 16

12. NOTICES. Any notice required or permitted to be given
pursuant to this Agreement shall be sufficient if in writing and if sent by
registered mail to either party at its last known residence.

13. CONSTRUCTION. This Agreement shall be governed by the laws
of the State of Florida.

- 8 -

<PAGE> 17

greater ownership interest in 21st Century. Physician may not assign his rights,
obligations and interest in this Agreement to any other person.

17. HEADINGS. The headings contained in this Agreement are
included for convenience only and no such heading shall in any way alter the
meaning of any provision.

19. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

20. MODIFICATIONS. Any modifications to this Agreement shall
be made in writing only and shall be by agreement of 21st Century and Physician.

- 9 -

<PAGE> 18

IN WITNESS WHEREOF, the parties have set their hands and seals
the day and year first above written.

21ST CENTURY ONCOLOGY, INC.

/s/ Daniel E. Dosoretz
By
---------------------------------------
Daniel E. Dosoretz, President

/s/ Graciela Garton, M.D.
-----------------------------------------
GRACIELA GARTON, M.D.

- 10 -

<PAGE> 1

Exhibit 10.15

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among JAMES
H. RUBENSTEIN, M.D. ("Employee"), and RADIATION THERAPY SERVICES, INC., a
Florida corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

<PAGE> 2

- 2 -

<PAGE> 3

of the Employer. This provision shall survive the termination of this Agreement
for any reason.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

- 3 -

<PAGE> 4

10. TERMINATION.

- 4 -

<PAGE> 5

- 5 -

<PAGE> 6

F. The provisions of sections 8 and 9 above shall survive
termination of this Agreement for any reason.

G. If the Physician Agreement is terminated for any reason,
but this Agreement is not terminated, this Agreement shall continue in full
force and effect, except that the annual Base Salary shall be increased to Three
Hundred Thousand Dollars ($300,000.00) and Employee shall be expected to devote
full time and attention to the rendition of services pursuant to this Agreement.

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

- 6 -

<PAGE> 7

17. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

18. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

20. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

- 7 -

<PAGE> 8

22. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

/s/ Daniel E. Dosoretz, M.D.
By:
---------------------------------
Daniel E. Dosoretz, M.D.
Chief Executive Officer

/s/ James H. Rubenstein, M.D.

------------------------------------
JAMES H. RUBENSTEIN, M.D.

- 8 -

<PAGE> 9

21ST CENTURY ONCOLOGY, INC.

PHYSICIAN EMPLOYMENT AGREEMENT
------------------------------

THIS AGREEMENT is made and entered into as of April 1, 1998 by
and between 21ST CENTURY ONCOLOGY, INC., a Florida corporation (hereinafter
referred to as "21st Century") or its assignee and JAMES H. RUBENSTEIN, M.D.
(hereinafter referred to as the "Physician").

WITNESSETH:

WHEREAS, 21st Century is a Florida corporation that, inter
alia, operates radiation therapy centers ("Centers"); and

WHEREAS, Physician is a radiation oncologist who is licensed
to practice medicine in certain states in which 21st Century operates Centers;

WHEREAS, Physician is concurrently herewith entering into an
Executive Employment Agreement (the "Executive Agreement") with RTSI; and

NOW, THEREFORE, in consideration of the premises and of the
promises hereinafter contained, the parties agree as follows:

<PAGE> 10

the other party at least ninety (90) days in advance of the renewal date of its
intent not to renew the Agreement.

- 2 -

<PAGE> 11

- 3 -

<PAGE> 12

(a) A final and unappealable suspension, revocation,
or cancellation of Physician's right to perform medical
services in any state in which he has a license;

- 4 -

<PAGE> 13

(d) In the event Physician shall fail or refuse to
perform faithfully or diligently the provisions of this
Agreement or the duties as contemplated hereunder after
reasonable notice;

(f) In the event Physician's privileges in any
hospital in which he has privileges are revoked, and such
determinations are final.

6. NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.

- 5 -

<PAGE> 14

- 6 -

<PAGE> 15

F. In the event the Covenant Not to Compete shall be
determined by a court of competent jurisdiction to be unenforceable by reason of
its geographic or temporal restrictions being too great, or by reason that the
range of activities covered is too great, or for any other reason, section 7
shall be interpreted to extend over the maximum geographic area, period of time,
range of activities or other restrictions as to which it may be enforceable.

7. NO AUTHORITY TO CONTRACT. Physician shall have no authority
to enter into any contracts binding upon 21st Century or to create any
obligations on the part of 21st Century.

- 7 -

<PAGE> 16

12. NOTICES. Any notice required or permitted to be given
pursuant to this Agreement shall be sufficient if in writing and if sent by
registered mail to either party at its last known residence.

13. CONSTRUCTION. This Agreement shall be governed by the laws
of the State of Florida.

- 8 -

<PAGE> 17

greater ownership interest in 21st Century. Physician may not assign his rights,
obligations and interest in this Agreement to any other person.

17. HEADINGS. The headings contained in this Agreement are
included for convenience only and no such heading shall in any way alter the
meaning of any provision.

19. COUNTERPARTS. This Agreement may be executed in two (2)
counterparts, each of which shall be considered an original.

20. MODIFICATIONS. Any modifications to this Agreement shall
be made in writing only and shall be by agreement of 21st Century and Physician.

- 9 -

<PAGE> 18

IN WITNESS WHEREOF, the parties have set their hands and seals
the day and year first above written.

21ST CENTURY ONCOLOGY, INC.

/s/ Daniel E. Dosoretz
By
---------------------------------------
Daniel E. Dosoretz, President

/s/ James H. Rubenstein, M.D.

---------------------------------------
JAMES H. RUBENSTEIN, M.D.

- 10 -

<PAGE> 1
Exhibit 10.16

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among G.
DAVID SCHIERING ("Employee"), and RADIATION THERAPY SERVICES, INC., a Florida
corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

2. RESPONSIBILITIES. Employee shall be Employer's Executive Vice
President and Chief Operating Officer, with such duties and responsibilities as
such position normally entails. Employee shall report to the Chief Executive
Officer of the Employer, and to the Board of Directors of Employer.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

5. COMPENSATION.

A. Employer shall pay Employee a salary for Employee's
services hereunder of One Hundred Eighty-Five Thousand Dollars ($185,000.00) per
year (the"Base Salary"), payable in equal installments every other week in a
manner consistent with Employer's customary payroll system. Employee also is
subject to such rights and obligations as may be set forth from time to time in
Employer's Handbook for Employees. Employee's Base Salary may be increased
during any year of the term of this Agreement, depending upon Employer's review
of Employee's performance.

- 1 -

<PAGE> 2

C. Subsequent to an initial public offering of the stock of
Employer, Employee shall receive such bonuses and other employee benefit
programs in accordance with the same bonus or other programs that may be in
place from time-to-time for any other senior manager of Employer, and may
receive such pay increases as the Board of Directors of Employer may, at its
sole discretion, determine.

8. FULL TIME AND ATTENTION. Except as otherwise authorized by Employer,
Employee will devote his full business

- 2 -

<PAGE> 3

and professional time and attention to the rendition of the services pursuant to
the terms of this Agreement on behalf of Employer and to the furtherance of
Employer's best interests as assigned and scheduled by Employer.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

B. In the event of the termination of this Agreement for any
reason, Employee agrees not to directly or indirectly compete with Employer or
any of its Affiliates by providing management or other services on behalf of any
person or entity engaged in any business which Employer or any of its Affiliates
engage in at the time of termination, or which business Employer or any of its
Affiliates are actively considering engaging in at the time of termination, in
any state in which any radiation oncology center or any other business operated
by Employer or any of its Affiliates is located, or in any state immediately
adjacent to such state, for a period of two (2) years after the date of such
actual termination of this Agreement; provided, however, that this restriction
shall extend for only one (1) year if termination is by Employer without cause
or by Employee as the result of a provable breach of this Agreement by Employer
(the preceding sentence shall be referred to herein as the "Covenant Not to
Compete"). The purpose of the Covenant Not to Compete is to protect Employer
from the irreparable harm it will suffer if Employee competes with Employer
after having participated in the initial public offering of Employer and after
learning Employer's business procedures, office and practice policies, and the
special and confidential professional procedures developed by Employer. An
"Affiliate" of Employer means (i) any person or entity directly or indirectly
controlled by Employer or by a shareholder or group of shareholders of Employer
who own fifty percent (50%) or more of Employer; (ii) any person or entity
directly or indirectly controlling Employer; (iii) any subsidiary of Employer if
Employer has a fifty percent (50%) or greater ownership interest in the
subsidiary; or (iv) Employer's parent entity if the parent has a fifty percent
(50%) or greater ownership interest in Employer. Employee may not assign
Employee's rights, obligations and interest in this Agreement to any other
person.

C. The parties agree that in the event of any breach or
attempted breach by Employee of the Covenant Not to Compete, Employer will be
entitled to equitable relief by way of injunction or otherwise, in addition to
any remedy at law which may be available. The parties agree that any violation
or threatened violation by Employee of the Covenant Not to Compete will cause
Employer to suffer irreparable harm. The parties agree that Employer's remedy of
an injunction is not the

- 3 -

<PAGE> 4

exclusive remedy for breach of the Covenant Not to Compete and that a court may
grant such additional relief as is reasonable.

10. TERMINATION.

A. If Employee dies or becomes disabled during any term of
this Agreement, Employer agrees to pay to Employee's designated beneficiary as
salary continuation or to Employee one (1) year of Employee's then-Base Salary,
plus any benefits and any pro rata portion of any bonuses which Employee would
otherwise be eligible for, payable monthly, beginning with the date of death or
commencement of disability; thereafter, in the case of disability and for the
duration thereof, Employee shall receive benefits to the extent provided under
Employer's disability plan (the "Disability Plan"). For purposes of this
Agreement, "disability" shall have the meaning given in the Disability Plan.

B. If Employee voluntarily terminates his employment for any
reason, Employer shall have no liability to Employee other than for accrued and
unpaid Base Salary prior to the date of termination. If Employee voluntarily
terminates his employment as a result of a change in the location of Employer's
headquarters operations by more than fifty (50) miles or as a result of a
significant reduction in Employee's responsibilities, Employer agrees to pay to
Employee as severance pay the lesser of one (1) year Base Salary or the balance
of the Term of this Agreement, plus such additional Base Salary as Employee may
have become entitled to pursuant to section 5 above, payable monthly, beginning
with the date of actual termination of this Agreement.

- 4 -

<PAGE> 5

further compensation or remuneration (other than for accrued and unpaid Base
Salary prior to the date of termination) in the event Employee shall (i) fail or
refuse, after reasonable notice, to comply with the reasonable policies,
standards, and regulations of Employer from time to time established, or to
perform faithfully or diligently the provisions of this Agreement or the duties
as contemplated hereunder; (ii) display unprofessional, unethical, immoral, or
fraudulent conduct; or (iii) materially breach this Agreement. If Employer
terminates Employee without cause, or if Employee quits as the result of a
provable breach of this Agreement by Employer, Employer shall continue to pay
Employee each month for one year after the date of termination a sum equal to
Employee's monthly Base Salary, plus any benefits and any pro rata portion of
any bonuses which Employee would otherwise be eligible for.

D. The provisions of sections 7 and 9 above shall survive
termination of this Agreement for any reason.

11. INDEMNIFICATION. Employer shall indemnify Employee, to the full
extent permitted by law, against all liabilities incurred as a result of, and
expenses reasonably sustained in the defense or in the compromise or settlement
of, any civil, criminal or other action, suit or proceeding, by or on behalf of
whomever brought, to which Employee may be a party or in which he may be
otherwise involved by reason of his having been an officer or employee of
Employer or an Affiliate.

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

16. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

17. SEVERABILITY. In the event that any paragraph or clause of this
Agreement is held or declared by a final and unappealable decision to be void,
illegal, or unenforceable for

- 5 -

<PAGE> 6

any reason, the offending paragraph or clause shall, if possible, be reformed by
the authority making such decision in such manner as will implement, to the
fullest extent legally permissible, the expressed intentions of the parties
hereto without illegality or unenforceability. If such reformation is not
possible, the offending paragraph or clause shall be stricken and all other
paragraphs and clauses of this Agreement shall nevertheless remain in full force
and effect; provided, however, that if striking such offending clause or
paragraph would result in a substantial change in the contractual relationship
between the parties, thereby depriving either or both of the parties of the
benefit of the fundamental economic bargain herein set forth, this Agreement
shall become voidable upon demand of the party whose interests are thus
impaired.

18. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

19. WAIVER. The failure of either party to insist upon strict adherence
to any obligation of this Agreement shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing.

20. MODIFICATIONS. Any modifications to this Agreement shall be made in
writing only and shall be by agreement of Employer and Employee.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

By: /s/ Daniel Dosoretz
-------------------------------
Daniel E. Dosoretz, M.D.
Chief Executive Officer

/s/ G. David Schiering
-------------------------------
G. DAVID SCHIERING

- 6 -

<PAGE> 1

Exhibit 10.17

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of this June 26, 1998, among DAVID
M. KOENINGER ("Employee"), and RADIATION THERAPY SERVICES, INC., a Florida
corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

2. RESPONSIBILITIES. Employee shall be Employer's Chief Financial
Officer and Vice President, with such duties and responsibilities as such
position normally entails. Employee shall report to the Chief Operating Officer
and through the Chief Operating Officer to the Chief Executive Officer.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

4. TERM. The term of this Agreement shall be five (5) years beginning
on July 13, 1998 subject, however, to prior termination as hereafter provided.
This Agreement shall be automatically renewed for one year terms on each
anniversary date of this Agreement following the initial five (5) year term
unless either party gives notice to the other party at least ninety (90) days in
advance of that anniversary date that the Agreement is not to be renewed.

5. COMPENSATION.

A. Employer shall pay Employee a salary for Employee's
services hereunder of Ten Thousand Dollars ($10,000.00) per month for the first
two months of employment and Twelve Thousand Five Hundred Dollars ($12,500.00)
for the third through the twelfth months of employment (the "Base Salary").
Beginning on the first day of the thirteenth month of employment, Employer shall
pay Employee a salary of One Hundred Seventy Thousand Dollars ($170,000.00) per
year, payable in equal installments every other week in a manner consistent with
Employer's customary payroll system. Employee also is subject to such rights and
obligations as may be set forth from time to time in Employer's Handbook for
Employees but this Employment Agreement shall control in the event of any
conflicts. Employee's Salary may be increased during any year of the term of
this Agreement, depending upon Employer's review of Employee's performance.

B. In addition to the Base Salary, Employee shall receive a
bonus of Five Thousand Dollars ($5,000.00) after 90

<PAGE> 2

days, 180 days and 270 days of continuous employment and Ten Thousand Dollars
($10,000.00) after 360 days of continuous employment hereunder. In addition,
provided Employer closes an initial public offering of its stock during 1998,
Employee shall receive an additional bonus of Ten Thousand Dollars ($10,000.00)
within a month following that closing and, in addition, in the event of such
closing, Employer shall grant to Employee twenty thousand (20,000) options to
purchase the common stock of Employer at the IPO price of such stock.

D. Employer shall reimburse Employee all out of pocket
expenses incurred by Employee in connection with relocation from Kentucky to
Fort Myers, Florida as well as incidental expenses incurred in connection with
opening a house in Florida, payable upon presentation of appropriate
documentation of such expenses.

E. Employer shall reimburse Employee for reasonable (coach)
airfare expenses for travel between Cincinnati and Fort Myers every other week
for four months beginning July 13, 1998. Employer shall also reimburse Employee
for reasonable temporary lodging (i.e., Residence Inn or equivalent) for four
months beginning July 13, 1998.

F. Employer shall also reimburse Employee for CPA
certification, reasonable professional journals, applicable professional group
memberships and CPE seminar fees.

6. VACATION. Employee shall be entitled to twenty (20) vacation days
with pay during each twelve months of employment hereunder. Employee may be
entitled to additional vacation days with pay upon the prior written consent of
the Chief Executive Officer of Employer. In the event of termination, Employee
shall be entitled to the pro rata value of vacation earned to the date of
termination.

- 2 -
<PAGE> 3

affects the successful conduct of the business of
Employer and Employer's goodwill, and that any breach of the terms of this
paragraph is a material breach of this Agreement. Employee agrees not to
disclose to anyone, directly or indirectly, any of such confidential
information, or use it other than in the course of employment with Employer. All
documents that Employee prepares, or confidential information that might be
given to Employee in the course of employment hereunder, are the exclusive
property of Employer and shall remain in Employer's possession. Under no
circumstances shall any confidential information or documents be removed without
Employer's consent to such removal first being obtained. Employee further agrees
that, upon the termination of this Agreement for any reason, Employee will not
take or retain, without the express, written consent of Employer, any papers,
lists, books, files, or other documents, or copies of such items, or other
information of any kind belonging to Employer. All ideas, inventions,
trademarks, and other developments or improvements conceived by Employee, alone
or with others, during the term of his employment, whether or not during working
hours, that are within the scope of Employer's business operations or that
relate to any of Employer's work or projects, are the exclusive property of
Employer. Any and all patentable or copyrightable material, or other
intellectual property, developed by Employee as described in the preceding
sentence, shall be considered work for hire and shall be solely the property of
the Employer. This provision shall survive the termination of this Agreement for
any reason.

8. FULL TIME AND ATTENTION. Except as otherwise authorized by Employer,
Employee will devote his full business and professional time and attention to
the rendition of the services pursuant to the terms of this Agreement on behalf
of Employer and to the furtherance of Employer's best interests as assigned and
scheduled by Employer.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

- 3 -
<PAGE> 4

however, that this restriction shall extend for only one (1) year if termination
is by Employer without cause or by Employee as the result of a provable breach
of this Agreement by Employer (the preceding sentence shall be referred to
herein as the "Covenant Not to Compete"). The purpose of the Covenant Not to
Compete is to protect Employer from the irreparable harm it will suffer if
Employee competes with Employer after having participated in the initial public
offering of Employer and after learning Employer's business procedures, office
and practice policies, and the special and confidential professional procedures
developed by Employer. An "Affiliate" of Employer means (i) any person or entity
directly or indirectly controlled by Employer or by a shareholder or group of
shareholders of Employer who own fifty percent (50%) or more of Employer; (ii)
any person or entity directly or indirectly controlling Employer; (iii) any
subsidiary of Employer if Employer has a fifty percent (50%) or greater
ownership interest in the subsidiary; or (iv) Employer's parent entity if the
parent has a fifty percent (50%) or greater ownership interest in Employer.
Employee may not assign Employee's rights, obligations and interest in this
Agreement to any other person.

- 4 -
<PAGE> 5

10. TERMINATION.

A. If Employee dies or becomes disabled after seventy five
(75) days of continuous employment hereunder, Employer agrees to pay to
Employee's designated beneficiary as salary continuation or to Employee two
months of Employee's then Base Salary. If Employee dies or becomes disabled
after three hundred sixty (360) days of continuous employment hereunder,
Employer agrees to pay to Employee's designated beneficiary as salary
continuation or to Employee one (1) year of Employee's then-Base Salary, plus
any benefits and any pro rata portion of any bonuses which Employee would
otherwise be eligible for, payable monthly, beginning with the date of death or
commencement of disability. For purposes of this Agreement, "disability" shall
mean that Employee is incapable of performing the services intended by this
Agreement.

B. If Employee voluntarily terminates his employment for any
reason, Employer shall have no liability to Employee other than for accrued and
unpaid Base Salary and earned vacation prior to the date of termination.

C. This Agreement shall be deemed to be terminated for cause
by Employer, and the relationship of Employer and Employee existing between the
parties shall be deemed severed without any liability on the part of Employer to
Employee for further compensation or remuneration (other than for accrued and
unpaid Base Salary and earned vacation prior to the date of termination) in the
event Employee shall (i) fail or refuse, after reasonable notice, to comply with
the reasonable policies, standards, and regulations of Employer from time to
time established, or to perform faithfully or diligently the provisions of this
Agreement or the duties as contemplated hereunder; (ii) display unprofessional,
unethical, immoral, or fraudulent conduct; or (iii) materially breach this
Agreement. If Employer terminates Employee without cause, or if Employee quits
as the result of a provable breach of this Agreement by Employer, Employer shall
continue to pay Employee each month for eight months if such termination occurs
after the seventy fifth day of employment hereunder but before a full year of
employment hereunder. If such termination without cause occurs after one full
year of employment hereunder, then Employer shall continue to pay Employee each
month for one year after the date of termination a sum equal to Employee's
monthly Base Salary, plus any benefits and any pro rata portion of any bonuses
which Employee would otherwise be eligible for.

D. The provisions of sections 7 and 9 above shall survive
termination of this Agreement for any reason.

11. OPTIONS. Employer shall grant to Employee 70,000 options to
purchase the stock of Employer, at the IPO price, said options to be exercisable
at the rate of 20% of the total amount per year, beginning one year after the
IPO, provided Employee is still employed by Employer on each anniversary date.

- 5 -
<PAGE> 6

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

16. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

17. INDEMNIFICATION. Employer shall indemnify Employee, to the full
extent permitted by law, against all liabilities incurred as a result of, and
expenses reasonably sustained in the defense or in the compromise or settlement
of, any civil, criminal or other action, suit or proceeding, by or on behalf of
whomever brought, to which Employee may be a party or in which he may be
otherwise involved by reason of his having been an officer or employee of
Employer or an Affiliate. Employee shall be covered by Employer's Directors and
Officers liability insurance policy.

18. SEVERABILITY. In the event that any paragraph or clause of this
Agreement is held or declared by a final and unappealable decision to be void,
illegal, or unenforceable for any reason, the offending paragraph or clause
shall, if possible, be reformed by the authority making such decision in such
manner as will implement, to the fullest extent legally permissible, the
expressed intentions of the parties hereto without illegality or
unenforceability. If such reformation is not possible, the offending paragraph
or clause shall be stricken and all other paragraphs and clauses of this
Agreement shall nevertheless remain in full force and effect; provided, however,
that if striking such offending clause or paragraph would result in a
substantial change in the contractual relationship between the parties, thereby
depriving either or both of the parties of the benefit of the fundamental
economic bargain herein set forth, this Agreement shall become voidable upon
demand of the party whose interests are thus impaired.

- 6 -
<PAGE> 7
19. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

21. MODIFICATIONS. Any modifications to this Agreement shall be made in
writing only and shall be by agreement of Employer and Employee.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

By:
------------------------------
G. David Schiering
Chief Operating Officer

---------------------------------
DAVID M. KOENINGER

Koeninger A
August 14, 1998

- 7 -

<PAGE> 1
Exhibit 10.18

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among
HERBERT L. ORT ("Employee"), and RADIATION THERAPY SERVICES, INC., a Florida
corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

2. RESPONSIBILITIES. Employee shall be Employer's Treasurer and Vice
President of Corporate Development, with such duties and responsibilities as
such position normally entails. Employee shall report to the Chief Financial
Officer with respect to the Treasurer responsibilities, and to the Chief
Operating Officer with respect to all other responsibilities.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

5. COMPENSATION.

A. Employer shall pay Employee a salary for Employee's
services hereunder of One Hundred Eighty-Five Thousand Dollars ($185,000.00) per
year (the "Base Salary"), payable in equal installments every other week in a
manner consistent with Employer's customary payroll system. Employee also is
subject to such rights and obligations as may be set forth from time to time in
Employer's Handbook for Employees. Employee's Base Salary may be increased
during any year of the term of this Agreement, depending upon Employer's review
of Employee's performance.

- 1 -

<PAGE> 2

8. FULL TIME AND ATTENTION. Except as otherwise authorized by Employer,
Employee will devote his full business

- 2 -

<PAGE> 3

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

B. In the event of the termination of this Agreement for any
reason, Employee agrees not to directly or indirectly compete with Employer or
any of its Affiliates by providing management or other services on behalf of any
person or entity engaged in any business which Employer or any of its Affiliates
engage in at the time of termination, or which business Employer or any of its
Affiliates are actively considering engaging in at the time of termination, in
any state in which any radiation oncology center or any other business operated
by Employer or any of its Affiliates is located, or in any state immediately
adjacent to such state, for a period of two (2) years after the date of such
actual termination of this Agreement; provided, however, that this restriction
shall extend for only one (1) year if termination is by Employer without cause
or by Employee as the result of a provable breach of this Agreement by Employer
(the preceding sentence shall be referred to herein as the "Covenant Not to
Compete"). The purpose of the Covenant Not to Compete is to protect Employer
from the irreparable harm it will suffer if Employee competes with Employer
after having participated in the initial public offering of Employer and after
learning Employer's business procedures, office and practice policies, and the
special and confidential professional procedures developed by Employer. An
"Affiliate" of Employer means (i) any person or entity directly or indirectly
controlled by Employer or by a shareholder or group of shareholders of Employer
who own fifty percent (50%) or more of Employer; (ii) any person or entity
directly or indirectly controlling Employer; (iii) any subsidiary of Employer if
Employer has a fifty percent (50%) or greater ownership interest in the
subsidiary; or (iv) Employer's parent entity if the parent has a fifty percent
(50%) or greater ownership interest in Employer. Employee may not assign
Employee's rights, obligations and interest in this Agreement to any other
person.

- 3 -

<PAGE> 4

exclusive remedy for breach of the Covenant Not to Compete and that a court may
grant such additional relief as is reasonable.

10. TERMINATION.

A. If Employee dies or becomes disabled during any term of
this Agreement, Employer agrees to pay to Employee's designated beneficiary as
salary continuation or to Employee one (1) year of Employee's then-Base Salary,
plus any benefits and any pro rata portion of any bonuses which Employee would
otherwise be eligible for, payable monthly, beginning with the date of death or
commencement of disability; thereafter, in the case of disability and for the
duration thereof, Employee shall receive benefits to the extent provided under
Employer's disability plan (the "Disability Plan"). For purposes of this
Agreement, "disability" shall have the meaning given in the Disability Plan.

- 4 -
<PAGE> 5

D. The provisions of sections 7 and 9 above shall survive
termination of this Agreement for any reason.

13. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

15. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

17. SEVERABILITY. In the event that any paragraph or clause of this
Agreement is held or declared by a final and unappealable decision to be void,
illegal, or unenforceable for

- 5 -

<PAGE> 6

18. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

20. MODIFICATIONS. Any modifications to this Agreement shall be made in
writing only and shall be by agreement of Employer and Employee.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

By: /s/ G. David Schiering
---------------------------------
G. David Schiering
Chief Operating Officer

/s/ Herbert L. Ort
------------------------------------
HERBERT L. ORT

- 6 -

<PAGE> 1
Exhibit 10.19

RADIATION THERAPY SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
------------------------------

THIS EMPLOYMENT AGREEMENT is made as of this April 1, 1998, among
JOSEPH BISCARDI ("Employee"), and RADIATION THERAPY SERVICES, INC., a Florida
corporation ("Employer"). Employer and Employee agree as follows:

1. EMPLOYMENT. Employer does hereby employ Employee and Employee does
hereby accept such employment under the terms set forth in this Agreement.

2. RESPONSIBILITIES. Employee shall be Employer's Controller and Chief
Accounting Officer, with such duties and responsibilities as such position
normally entails. Employee shall report to the Chief Financial Officer of the
Employer ("CFO"), and through the CFO to the Chief Operating Officer ("COO"),
the Chief Executive Officer ("CEO") and to the Board of Directors of Employer.

3. FAITHFUL PERFORMANCE. Employee agrees to perform the duties assigned
to Employee faithfully and industriously to the reasonable satisfaction of
Employer.

5. COMPENSATION.

A. Employer shall pay Employee a salary for Employee's
services hereunder of One Hundred Thousand Dollars ($100,000.00) per year
(the"Base Salary"), payable in equal installments every other week in a manner
consistent with Employer's customary payroll system. Employee also is subject to
such rights and obligations as may be set forth from time to time in Employer's
Handbook for Employees. Employee's Base Salary may be increased during any year
of the term of this Agreement, depending upon Employer's review of Employee's
performance.

- 1 -

<PAGE> 2

- 2 -

<PAGE> 3

be considered work for hire and shall be solely the property of the Employer.
This provision shall survive the termination of this Agreement for any reason.

9. NON-COMPETITION.

A. During the term of this Agreement and any renewal period,
Employee shall not undertake any employment except as directed and authorized by
Employer.

B. In the event of the termination of this Agreement for any
reason, Employee agrees not to directly or indirectly compete with Employer or
any of its Affiliates by providing management or other services on behalf of any
person or entity engaged in any business which Employer or any of its Affiliates
engage in at the time of termination, or which business Employer or any of its
Affiliates are actively considering engaging in at the time of termination, in
any state in which any radiation oncology center or any other business operated
by Employer or any of its Affiliates is located, or in any state immediately
adjacent to such state, for a period of two (2) years after the date of such
actual termination of this Agreement; provided, however, that this restriciton
shall extend for only one (1) year if termination is by Employer without cause
or by Employee as the result of a provable breach of this Agreement by Employer
(the preceding sentence shall be referred to herein as the "Covenant Not to
Compete"). The purpose of the Covenant Not to Compete is to protect Employer
from the irreparable harm it will suffer if Employee competes with Employer
after having participated in the initial public offering of Employer and after
learning Employer's business procedures, office and practice policies, and the
special and confidential professional procedures developed by Employer. An
"Affiliate" of Employer means (i) any person or entity directly or indirectly
controlled by Employer or by a shareholder or group of shareholders of Employer
who own fifty percent (50%) or more of Employer; (ii) any person or entity
directly or indirectly controlling Employer; (iii) any subsidiary of Employer if
Employer has a fifty percent (50%) or greater ownership interest in the
subsidiary; or (iv) Employer's parent entity if the parent has a fifty percent
(50%) or greater ownership interest in Employer. Employee may not assign
Employee's rights, obligations and interest in this Agreement to any other
person.

C. The parties agree that in the event of any breach or
attempted breach by Employee of the Covenant Not to Compete, Employer will be
entitled to

- 3 -

<PAGE> 4

equitable relief by way of injunction or otherwise, in addition to any remedy at
law which may be available. The parties agree that any violation or threatened
violation by Employee of the Covenant Not to Compete will cause Employer to
suffer irreparable harm. The parties agree that Employer's remedy of an
injunction is not the exclusive remedy for breach of the Covenant Not to Compete
and that a court may grant such additional relief as is reasonable.

10. TERMINATION.

- 4 -

<PAGE> 5

in the case of disability and for the duration thereof, Employee shall receive
benefits to the extent provided under Employer's disability plan (the
"Disability Plan"). For purposes of this Agreement, "disability" shall have the
meaning given in the Disability Plan.

C. This Agreement shall be deemed to be terminated for cause
by Employer, and the relationship of Employer and Employee existing between the
parties shall be deemed severed without any liability on the part of Employer to
Employee for further compensation or remuneration (other than for accrued and
unpaid Base Salary prior to the date of termination) in the event Employee shall
(i) fail or refuse, after reasonable notice, to comply with the reasonable
policies, standards, and regulations of Employer from time to time established,
or to perform faithfully or diligently the provisions of this Agreement or the
duties as contemplated hereunder; (ii) display unprofessional, unethical,
immoral, or fraudulent conduct; or (iii) materially breach this Agreement. If
Employer terminates Employee without cause, or if Employee quits as the result
of a provable breach of this Agreement by Employer, Employer shall continue to
pay Employee each month for one year after the date of termination a sum equal
to Employee's monthly Base Salary, plus any benefits and any pro rata portion of
any bonuses which Employee would otherwise be eligible for.

D. The provisions of sections 7 and 9 above shall survive
termination of this Agreement for any reason.

- 5 -

<PAGE> 6

14. CONSTRUCTION. This Agreement shall be governed by the laws of the
State of Florida.

15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered mail to
either party at its last known residence.

16. ASSIGNMENT. Employer may assign its rights, obligations and
interest in this Agreement to an Affiliate of Employer.

17. SEVERABILITY. In the event that any paragraph or clause of this
Agreement is held or declared by a final and unappealable decision to be void,
illegal, or unenforceable for any reason, the offending paragraph or clause
shall, if possible, be reformed by the authority making such decision in such
manner as will implement, to the fullest extent legally permissible, the
expressed intentions of the parties hereto without illegality or
unenforceability. If such reformation is not possible, the offending paragraph
or clause shall be stricken and all other paragraphs and clauses of this
Agreement shall nevertheless remain in full force and effect; provided, however,
that if striking such offending clause or paragraph would result in a
substantial change in the contractual relationship between the parties, thereby
depriving either or both of the parties of the benefit of the fundamental
economic bargain herein set forth, this Agreement shall become voidable upon
demand of the party whose interests are thus impaired.

18. HEADINGS. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.

- 6 -

<PAGE> 7

20. MODIFICATIONS. Any modifications to this Agreement shall be made in
writing only and shall be by agreement of Employer and Employee.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement the day and year first written above.

RADIATION THERAPY SERVICES, INC.

By: /s/ G. David Schiering
---------------------------------
G. David Schiering
Chief Operating Officer

/s/ Joseph Biscardi
------------------------------------
JOSEPH BISCARDI

- 7 -

<PAGE> 1

Exhibit 10.20

TRANSFER AGREEMENT

This Transfer Agreement (the "Agreement") is made and entered into as
of the 31st day of July, 1997, by and among Radiation Therapy Regional Centers,
Inc., a Florida corporation (the "Holding Company"), Daniel E. Dosoretz, M.D.
("Dosoretz"), Michael J. Katin, M.D. ("Katin"), Peter H. Blitzer, M.D.
("Blitzer"), James H. Rubenstein, M.D. ("Rubenstein"), Howard M. Sheridan, M.D.
("Sheridan") and Graciela R. Garton, M.D. ("Garton") (Dosoretz, Katin, Blitzer,
Rubenstein, Sheridan and Garton are hereinafter collectively referred to as the
"Shareholders" and individually as a "Shareholder").

WHEREAS, the Shareholders currently own all of the outstanding shares
of stock of the Holding Company;

WHEREAS, the Shareholders are, collectively, the owners of all of the
outstanding shares of stock (the "Shares") of the Florida corporations listed in
Exhibits A and B, attached hereto and incorporated herein (the "Corporations")
and all of the interests (the "Interests") in the Florida general partnerships
listed in Exhibit C, attached hereto and incorporated herein (the
"Partnerships"), and each Shareholder individually owns the Shares and Interests
as specified in Exhibit D, attached hereto and incorporated herein;

WHEREAS, the Shareholders desire to acquire additional shares of the
Holding Company by exchanging the Shares and the Interests for shares of the
Holding Company;

WHEREAS, the Holding Company desires to acquire all of the Shares, by
exchanging shares of the Holding Company for the Shares, with the result being
that all of the Corporations will be wholly owned subsidiaries of the Holding
Company;

WHEREAS, the Holding Company desires to acquire all of the assets of
the Partnerships, by exchanging shares of the Holding Company for the Interests,
with the result being that the Partnerships shall cease to be partnerships as
defined by Section 620.585 of the Florida Statutes and any and all assets of the
Partnerships shall belong to the Holding Company;

WHEREAS, the Holding Company desires to acquire all of the assets of
RTA Limited Partnership ("RTA"), a Florida limited partnership, in which certain
of the Shareholders are the limited partners, and in which J.S.P. Radiation
Therapy, Inc., M.L.F. Radiation Therapy, Inc., P.T. Radiation Therapy, Inc.,
S.M.A. Radiation Therapy, Inc., U.A. Radiation Therapy, Inc. (collectively, the
"RTA Corporations"), are the general partners, by exchanging the shares of the
Holding Company for the Shareholders' interests in RTA, and by exchanging shares
of the Holding Company for the shares of the RTA Corporations, and by

- 1 -

<PAGE> 2

merging the Corporations, including the RTA Corporations, pursuant to the Plan
of Reorganization described herein, with the result that RTA shall cease to be a
partnership as defined by Section 620.585 of the Florida Statutes and any and
all assets of RTA shall belong to the Holding Company and the RTA Corporations
will be wholly owned subsidiaries of the Holding Company; and

WHEREAS, the Shareholders and the Holding Company desire to merge the
Corporations listed in Exhibit A (the "Merging Corporations") into a single
entity (the "Subsidiary"), pursuant to the Plan of Reorganization described
herein, such entity to be a wholly owned subsidiary of the Holding Company; and

WHEREAS, the Shareholders and the Holding Company desire to contribute
all of the assets previously owned by the Partnerships and RTA to the Subsidiary
as a contribution to capital;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1. TRANSFER. Each of the Shareholders hereby transfers, conveys and
assigns all right, title and interest in and to the Shares and Interests owned
by such Shareholders to the Holding Company in exchange for such additional
common shares of the Holding Company as set forth below:

<TABLE>

<S> <C>
Dosoretz 1,893,796
Katin 1,670,386
Blitzer 1,601,338
Rubenstein 1,470,540
Sheridan 1,316,040
Garton 47,600
</TABLE>

The Shareholders acknowledge and agree that the good faith
determination of the Board of Directors of the Holding Company as to the number
of shares to be issued to the Shareholders in accordance with the terms of this
Agreement shall be binding on the Shareholders. Each Shareholder, concurrent
with the execution of this Agreement, shall execute and deliver any and all
necessary and appropriate documents and instruments, including but not limited
to stock powers duly executed in blank, share certificates duly endorsed in
blank, and assignments of partnership certificates duly endorsed in blank, in
order to transfer his or her respective Shares and Interests to the Holding
Company.

2. REPRESENTATIONS AND WARRANTIES. Each of the Shareholders represents,
warrants, agrees and acknowledges, with respect only to the Shares and Interests
owned by such Shareholders and the shares of Holding Company being acquired by
such Shareholders, as follows:

- 2 -

<PAGE> 3

(a) Shareholder is the owner of the Shares and Interests as set
forth in the recitals hereto free and clear of any
encumbrances, pledges or liens, and Shareholder has good and
marketable title to such Shares and Interests;

(b) Shareholder has executed or endorsed in blank and delivered
all stock certificates, stock powers, partnership certificates
and any other instruments of conveyance necessary to transfer
and assign to the Holding Company such Shares and Interests,
as set forth in the recitals hereto;

(c) The shares of the Holding Company have not been registered
under the Securities Act of 1933 and, accordingly, may not be
offered for sale, sold, or otherwise transferred except
(i) upon effective registration of said shares under the
Securities Act of 1933 and the applicable "blue sky" laws of
any jurisdictions, or (ii) upon acceptance by the Holding
Company of an opinion of counsel of recognized stature or of
a no-action letter from the staff of the U.S. Securities and
Exchange Commission, in form reasonably satisfactory to Taft,
Stettinius & Hollister or another mutually acceptable counsel
for the Holding Company, that such registration is not
required for the offer or sale of the shares in the manner
proposed;

(d) The shares of the Holding Company are being acquired only for
Shareholder's account and not on behalf of any other person or
persons;

(e) The shares of the Holding Company are being acquired by
Shareholder for the purpose of holding for investment and not
with a view to any further distribution (within the meaning of
Section 2(11) of the Securities Act of 1933) thereof;

(f) Shareholder has no agreement, arrangement or understanding for
transfer of any of said shares or any interest therein to any
other person or persons;

(g) Shareholder shall not offer for sale or sell any of said
shares or any interest therein except (i) upon effective
registration of said shares under the Securities Act of 1933
or (ii) upon acceptance by the Holding Company of an opinion
of counsel for the purchaser in such form as is satisfactory
to counsel for the Holding Company that registration is not
required.

(h) Shareholder (i) either has such knowledge and experience in
financial and business matters, or had the advice or
representation of a person having such

- 3 -

<PAGE> 4

knowledge and experience, to be able to evaluate the merits
and risks of an investment in such shares of such an issuer or
has been given or had access to sufficient information
regarding the Holding Company to evaluate the investments in
the Holding Company's shares being acquired, and (ii) is able
to bear the economic risk of the investment in the Holding
Company's shares and to hold the same for purposes of
investment;

(i) Shareholder is aware that no market may exist for the
resale of said shares;

(j) Shareholder is aware of any and all restrictions imposed by
the Holding Company on the distribution of said shares,
including, but not limited to, any restrictive legends
appearing on the certificate;

(k) Shareholder has received full access to all books and records
of the Holding Company; has had an opportunity to ask
questions and receive answers from a person or persons acting
on behalf of Holding Company and has been supplied with any
and all information requested;

(l) Shareholder agrees to indemnify and save harmless the Holding
Company, its officers, directors, agents and employees from
any and all liabilities, claims, demands, suits or proceedings
arising out of any breach or alleged breach of any of the
foregoing representations, agreements and warranties; and

(m) Shareholder hereby waives any and all claims, liabilities,
damages, losses, actions and causes of action arising out of
any failure to comply with filing or other requirements in
connection with the issuance of the shares of the Holding
Company to the Shareholders, including, but not limited to
any such requirements under federal securities laws and state
"blue sky" laws.

3. PLAN OF REORGANIZATION. The Shareholders and the Holding Company
agree and acknowledge that subsequent to the transfer of the Shares and
Interests to the Holding Company in exchange for shares of the Holding Company,
the Holding Company shall become the sole shareholder of each of the
Corporations, and the Merging Corporations shall be merged into the Subsidiary,
a wholly owned subsidiary of the Holding Company. The Subsidiary shall be formed
by merging the Merging Corporations, other than Katin Dosoretz Radiation Therapy
Associates, Inc. ("Katin Dosoretz"), into Katin Dosoretz, with Katin Dosoretz
concurrently amending its Articles of Incorporation to change its name to 21st
Century Oncology, Inc. ("21st Century"), and with 21st Century as the
Subsidiary. The merger shall be accomplished by

- 4 -

<PAGE> 5

the adoption of a Plan of Merger by the Holding Company's Board of Directors,
pursuant to Section 607.1104 of the Florida Statutes, and Articles of Merger
shall be executed by an officer of the Corporations and filed with the Florida
Secretary of State, pursuant to Section 607.1105 of the Florida Statutes. The
Shareholders hereby agree to obtain any and all consents necessary to effectuate
the Plan of Reorganization described in this Section from lenders, lessors and
other third parties. The Corporations set forth on Exhibit B (the "Other
Corporations") shall not be merged into 21st Century but shall become additional
subsidiaries of the Holding Company as a result of paragraph 1 of this
Agreement.

4. CONTRIBUTION TO CAPITAL. The Holding Company shall transfer all of
the assets of the Partnerships and of RTA to the Subsidiary as a contribution to
capital.

5. EXECUTION OF DEEDS BY THE PARTNERSHIPS. The effect of this Agreement
is to transfer all interests in real property, including all fixtures, owned by
the Partnerships and RTA prior to this Agreement (the "Real Property") first to
the Holding Company (pursuant to paragraph 1) and then to the Subsidiary
(pursuant to paragraph 4). The Shareholders, prior to the dissolution of the
Partnerships and RTA, in consideration for the issuance of the shares of the
Holding Company and in conjunction with the transfer of the Shares and Interests
to the Holding Company, shall cause the Partnerships and RTA to convey the Real
Property owned by the Partnerships and RTA, and to assign the Real Property
leasehold interests, to the Subsidiary.

6. TRANSFER OF TRADE NAMES. The Subsidiary shall take any and all steps
necessary to maintain the trade names of the Corporations for use by the
Subsidiary. The Shareholders, in conjunction with the Plan of Reorganization
described herein, shall execute any and all documents necessary to transfer all
of the trade names used or owned by the Corporations to the Surviving Entity.

7. SEVERABILITY. If any term, provision, covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.

8. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws of the State of Florida without regard to conflicts of laws
principles.

9. ENTIRE AGREEMENT. This Agreement, all Exhibits hereto and all
certificates and other instruments delivered in connection herewith constitute
the entire agreement among the parties and supersede all prior and
contemporaneous oral and

- 5 -

<PAGE> 6

written representations, agreements, and undertakings among the parties hereto
with respect to the subject matter hereof.

10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

11. CAPTIONS. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
Agreement.

12. NO WAIVER. The failure of a party to insist upon strict adherence
to any obligation of this Agreement shall not be considered a waiver or deprive
that party of the right thereafter to insist upon adherence to that term or any
other term of this Agreement. Any waiver must be in writing.

13. ASSIGNMENT. No party may assign its rights and obligations under
this Agreement without obtaining the prior written consent of the other parties
(which consent may be withheld by such parties in their sole and absolute
discretion).

14. AGREEMENT BINDING ON HEIRS AND ASSIGNS. The provisions of this
Agreement shall inure to the benefit of and bind the executors, heirs,
successors and assigns of Seller and Buyers.

The undersigned have executed this Agreement as of the date first above
written.

RADIATION THERAPY REGIONAL
CENTERS, INC.

By: /s/ G. David Schiering
------------------------
Name: G. David Schiering
---------------------------
Title: Asst. Secretary
--------------------------

/s/ Daniel Dosoretz /s/ Peter Blitzer
- ------------------------------ --------------------------------
Daniel E. Dosoretz, M.D. Peter H. Blitzer, M.D.

/s/ Michael Katin /s/ James Rubenstein
- ------------------------------ --------------------------------
Michael J. Katin, M.D. James H. Rubenstein, M.D.

/s/ Howard Sheridan /s/ Graciela R. Garton
- ------------------------------ --------------------------------
Howard M. Sheridan, M.D. Graciela R. Garton, M.D.

- 6 -

<PAGE> 7

EXHIBIT A: MERGING CORPORATIONS

1. Boca Raton Radiation Therapy Regional Center, Inc

2. Central Radiation Therapy Institute, Inc.

3. Charlotte County Radiation Therapy Regional Center, Inc.

4. Collier Radiation Therapy Regional Center, Inc.

5. Coral Springs Radiation Therapy Regional Center, Inc.

6. Englewood Radiation Therapy Regional Center, Inc.

7. Hollywood Radiation Associates, Inc.

8. J.S.P. Radiation Therapy, Inc.

9. Katin Dosoretz Radiation Therapy Associates, Inc.

10. M.L.F. Radiation Therapy, Inc.

11. Medical Center Radiation Therapy Regional Center, Inc.

12. P.T. Radiation Therapy, Inc.

13. Palm Beach Radiation Therapy Regional Center, Inc.

14. Palmetto Radiation Therapy Associates, Inc.

15. S.M.A. Radiation Therapy, Inc.

16. Sarasota Radiation Therapy Regional Center, Inc.

17. Southeast Florida Radiation Therapy Regional Center, Inc.

18. U.A. Radiation Therapy, Inc.

19. West Boca Radiation Associates, Inc.

<PAGE> 8

EXHIBIT B: OTHER CORPORATIONS

1. Financial Services of Southwest Florida, Inc.

2. Radiation Therapy School for Radiation Therapy Technology,
Inc.

3. Radiation Therapy Services, Inc.

4. Southwest Florida Equipment, Inc.

<PAGE> 9

EXHIBIT C: PARTNERSHIPS

1. Arcadia Radiation Associates

2. ARJO Properties

3. Cape Coral Radiation Associates

4. Englewood Radiation Associates

5. Lakes Park Associates

6. Lehigh Radiation Associates

7. Metro Radiation Associates

8. Naples Radiation Associates

9. Port Charlotte Expansion

10. Punta Gorda Building Associates

11. Radiation Billing Associates

12. Sarasota Radiation Associates

<PAGE> 1
Exhibit 10.21

TRANSFER AGREEMENT

This Transfer Agreement (the "Agreement") is made and entered into as
of the 1st day of August, 1997, by and among Radiation Therapy Regional Centers,
Inc., a Florida corporation (the "Holding Company"), Daniel E. Dosoretz, M.D.
("Dosoretz"), Michael J. Katin, M.D. ("Katin"), Peter H. Blitzer, M.D.
("Blitzer"), James H. Rubenstein, M.D. ("Rubenstein"), Howard M. Sheridan, M.D.
("Sheridan") and Graciela R. Garton, M.D. ("Garton") (Dosoretz, Katin, Blitzer,
Rubenstein, Sheridan and Garton are hereinafter collectively referred to as the
"Shareholders" and individually as a "Shareholder").

WHEREAS, the Shareholders currently own all of the outstanding shares
of stock of the Holding Company;

WHEREAS, the Shareholders are, collectively, the owners of all of the
outstanding shares of stock (the "Shares") of Nevada Radiation Therapy
Management Services, Incorporated, a Nevada corporation (the "Corporation"), and
each Shareholder individually owns the Shares as specified in Exhibit A,
attached hereto and incorporated herein;

WHEREAS, the Shareholders desire to contribute to the capital of the
Holding Company by transferring the Shares to the Holding Company;

WHEREAS, the Holding Company desires to acquire all of the Shares, with
the result being that the Corporation will be a wholly owned subsidiary of the
Holding Company;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1. TRANSFER. Each of the Shareholders hereby transfers, conveys and
assigns all right, title and interest in and to the Shares to the Holding
Company as a contribution to the capital of the Holding Company.

2. SEVERABILITY. If any term, provision, covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.

3. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws of the State of Florida without regard to conflicts of laws
principles.

- 1 -

<PAGE> 2

4. ENTIRE AGREEMENT. This Agreement, all Exhibits hereto and all
certificates and other instruments delivered in connection herewith constitute
the entire agreement among the parties and supersede all prior and
contemporaneous oral and written representations, agreements, and undertakings
among the parties hereto with respect to the subject matter hereof.

5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

6. CAPTIONS. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
Agreement.

7. NO WAIVER. The failure of a party to insist upon strict adherence to
any obligation of this Agreement shall not be considered a waiver or deprive
that party of the right thereafter to insist upon adherence to that term or any
other term of this Agreement. Any waiver must be in writing.

8. ASSIGNMENT. No party may assign its rights and obligations under
this Agreement without obtaining the prior written consent of the other parties
(which consent may be withheld by such parties in their sole and absolute
discretion).

9. AGREEMENT BINDING ON HEIRS AND ASSIGNS. The provisions of this
Agreement shall inure to the benefit of and bind the executors, heirs,
successors and assigns of Seller and Buyers.

The undersigned have executed this Agreement as of the date first above
written.

RADIATION THERAPY REGIONAL
CENTERS, INC.

By: /s/ Daniel Dosoretz
-----------------------------
Name: Daniel E. Dosoretz, M.D.
Title: President

/s/ Daniel Dosoretz /s/ Peter Blitzer
- --------------------------------- -----------------------------------
Daniel E. Dosoretz, M.D. Peter H. Blitzer, M.D.

/s/ Michael Katin /s/ James Rubenstein
- --------------------------------- -----------------------------------
Michael J. Katin, M.D. James H. Rubenstein, M.D.

/s/ Howard Sheridan /s/ Graciela R. Garton
- --------------------------------- -----------------------------------
Howard M. Sheridan, M.D. Graciela R. Garton, M.D.

- 2 -

<PAGE> 1
Exhibit 10.22

TRANSFER AGREEMENT

WHEREAS, the Shareholders currently own all of the outstanding shares
of stock of the Holding Company;

WHEREAS, the Shareholders are, collectively, the owners of all of the
outstanding shares of stock (the "Shares") of New York Radiation Therapy
Management Services, Incorporated, a New York corporation (the "Corporation"),
and each Shareholder individually owns the Shares as specified in Exhibit A,
attached hereto and incorporated herein;

WHEREAS, the Shareholders desire to contribute to the capital of the
Holding Company by transferring the Shares to the Holding Company;

WHEREAS, the Holding Company desires to acquire all of the Shares, with
the result being that the Corporation will be a wholly owned subsidiary of the
Holding Company;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

3. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws of the State of Florida without regard to conflicts of laws
principles.

- 1 -

<PAGE> 2

5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

6. CAPTIONS. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
Agreement.

9. AGREEMENT BINDING ON HEIRS AND ASSIGNS. The provisions of this
Agreement shall inure to the benefit of and bind the executors, heirs,
successors and assigns of Seller and Buyers.

The undersigned have executed this Agreement as of the date first above
written.

RADIATION THERAPY REGIONAL
CENTERS, INC.

By: /s/ Daniel Dosoretz
--------------------------
Name: Daniel E. Dosoretz, M.D.
Title: President

/s/ Daniel Dosoretz /s/ Peter Blitzer
- ------------------------------- --------------------------------
Daniel E. Dosoretz, M.D. Peter H. Blitzer, M.D.

/s/ Michael Katin /s/ James Rubenstein
- ------------------------------- --------------------------------
Michael J. Katin, M.D. James H. Rubenstein, M.D.

/s/ Howard Sheridan /s/ Graciela R. Garton
- ------------------------------- --------------------------------
Howard M. Sheridan, M.D. Graciela R. Garton, M.D.

- 2 -

<PAGE> 1
Exhibit 10.24

$1,096,252.50 Fort Myers, Florida
August 14, 1998

PROMISSORY NOTE

For value received, Graciela R. Garton ("Debtor") promises to pay to
the order of Radiation Therapy Services, Inc. ("Payee"), a Florida corporation,
at 1850 Boy Scout Drive, A-101, Fort Myers, Florida, 33907, or at such other
place as Payee may from time to time designate in writing, the principal sum of
One Million Ninety-Six Thousand Two Hundred Fifty-Two Dollars and Fifty Cents
($1,096,252.50). Interest shall accrue at a rate of eight and one-half percent
(8.50%) per annum on the outstanding principal amount and shall be payable
monthly in arrears on the first day of every month and when this Note is due.
The unpaid principal balance of and all accrued and unpaid interest on this
Note, unless sooner due and payable upon the occurrence of an event of default
hereunder, shall be due and payable in full on December 31, 1999.

This Note shall be with full recourse to Debtor. Further, to secure
full and timely payment of this Note, Debtor hereby pledges to Payee, and grants
to Payee a security interest in, 313,215 shares of the Common Stock of Payee
owned by Debtor together with all substitutions therefor (whether by conversion,
stock split, recapitalization, reorganization, exercise of rights, other
corporate act or otherwise), all proceeds thereof and all distributions (whether
from liquidation, dissolution, winding up or otherwise) with respect thereto
(the "Pledged Stock"). Debtor hereby delivers to Payee certificates representing
the Pledged Stock, together with stock powers with respect thereto duly executed
in blank. On the occurrence of an event of default, Payee shall have all of the
rights and remedies of a secured creditor with respect to the Pledged Stock, as
well as all rights and remedies otherwise available at law or in equity.

Until this Note has been paid in full, the principal balance due under
this Note shall be reduced by an amount equal to the amount of each bonus
awarded to Debtor in Debtor's capacity as an employee of Payee or any of its
subsidiaries. Each amount by which the balance due under this Note is so reduced
shall be recorded by Payee on the Schedule of Principal Payments attached hereto
and any obligation of Payee or its subsidiaries to pay such bonus to Debtor
shall be satisfied thereby.

On the first day of every month, provided that all accrued interest on
this Note has been fully paid, Payee shall divide the dollar amount by which the
principal owing on this Note has been reduced over the prior month by 3.5 and
shall release from the security interest granted to Payee hereunder that number
of shares of Pledged Stock (rounded down to the nearest whole share) which is
the resulting quotient. Certificates for such released shares shall be promptly
delivered to Debtor.

Failure of Debtor to make any payment of interest or principal when due
shall be deemed to be an event of default. It shall also be an event of default
if Debtor files a petition seeking relief, or consents to the filing or
instituting of proceedings against her, under any federal or state bankruptcy
law or other similar law, or causes, permits or consents to the appointment of,
or taking possession by, a receiver or similar official of all or substantially
all of Debtor's property. On the occurrence of an event of default, Payee may
declare the entire amount due hereunder immediately due and payable (except that
in

<PAGE> 2

the case of an event of default described in the immediately preceding sentence,
the entire amount due hereunder automatically shall become due and payable), and
the interest rate hereunder shall be increased from and after such default to
twelve percent (12%) per annum (but in no event in excess of the maximum rate
permitted by Florida law).

This Note shall be binding upon Debtor and Debtor's legal
representatives, heirs, and assigns. Presentation for payment, notice of
dishonor, protest and notice of protest are hereby waived.

This Note shall be governed by the laws of the State of Florida and may
not be changed or terminated orally.

Dated this 14th day of August, 1998.

/s/ Graciela R. Garton
---------------------------
Graciela R. Garton

<PAGE> 1
EXHIBIT 10.25

TRANSITION AGREEMENT AND STOCK PLEDGE

This Transition Agreement and Stock Pledge (this "Agreement") is made
as of January 9, 1998, by and between [RTSI SUBSIDIARY], a ________ corporation
("Management Services); [PROFESSIONAL CORPORATION], a ________ professional
corporation (the "PC"); and [SHAREHOLDERS] (the "Current Shareholders").

RECITALS

A. The PC and Management Services have entered into an Administrative
Services Agreement, effective ________ (the "ASA"), for the provision of certain
administrative and billing services to the PC in connection with the PC's
provision of radiation therapy services in __________ (the "State").

B. The Current Shareholders own all of the issued and outstanding
shares of the PC's stock.

C. The parties hereto believe it to be in their best interest to make
provision for the future disposition of all of the shares of the capital stock
of the PC whether currently issued and outstanding or issued at any time (the
"Shares").

D. The Current Shareholders may desire to issue or transfer Shares to
qualified shareholders satisfactory to and approved by Management Services
(together with the Current Shareholders the "Shareholders"), upon such
Shareholders becoming licensed to practice medicine in the State, and provided
that each or all, as applicable, execute an agreement in substantially the same
form as this Agreement.

D. The Current Shareholders desire to pledge the Shares to secure the
covenants made in this Agreement, and Management Services desires to accept such
security interest.

NOW, THEREFORE, for and in consideration of the mutual agreements,
terms, covenants and conditions contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1. Definitions.

1.1. "Shareholder Event of Transfer" means any one or more of
the following events:

(a) The transfer of any Shares by any Shareholder,
including any sale, assignment, conveyance, gift or any other form of
disposition or transfer, voluntary or involuntary, including transfers by
bequest or inheritance, without the approval by Management Services;

(b) Loss of a Shareholder's license to practice
radiation therapy in the State for any reason;
<PAGE> 2
(c) A Shareholder is adjudicated incompetent by any
court of law;

(d) A Shareholder becomes insolvent by reason of an
inability to pay debts as they mature; files a petition in bankruptcy,
reorganization or similar proceeding under the bankruptcy laws of the United
States or has such a petition filed against a Shareholder which is not
discharged within thirty (30) days; has a receiver or other custodian, permanent
or temporary, appointed for the business, assets or property of a Shareholder;
has bank accounts, property or accounts of a Shareholder's attached; has
execution levied against business or property of a Shareholder; makes an
assignment for the benefit of creditors; or a Shareholder has any Shares
attached or levied upon for the payment of debts;

(e) Any representation or covenant contained in this
Agreement is breached by a Shareholder; or

(f) For any reason a Shareholder no longer meets the
qualifications to be a shareholder of a professional corporation in the State.

provided, however, that the non-breaching Shareholders may cure a Shareholder
Event of Transfer by purchasing all of the Shares of a Shareholder who has
caused any of such Shareholder Events of Transfer to occur, within thirty (30)
days of such Event.

1.2 "PC Event of Transfer" means any one of the following
events:

(a) There is a Default (as hereinafter defined) under
the ASA by the PC which is not cured within any applicable cure periods stated
in the ASA; or

(b) Any representation or covenant contained in this
Agreement is breached by the PC.

1.3. "Transferee" means a physician licensed to practice
radiation therapy in the State, or a professional corporation qualified to
practice radiation therapy in the State, chosen by Management Services.

2. Grant of Security Interest. Each Shareholder grants to Management
Services a security interest in the Shares to secure the Shareholders's
obligations set forth in Section 3.

3. General Restriction on Transfer. No Shareholder shall sell,
transfer, encumber, pledge, will, or otherwise dispose of such Shareholder's
Shares, or allow such Shareholder's Shares to pass under the intestate laws or
by operation of law, except as provided in this Agreement. If any Shares or any
rights therein are transferred contrary to this Agreement, Management Services
retains a security interest in such Shares and in the proceeds of such
disposition.

4. Conditional Agreement to Transfer Stock. Except where the
non-breaching Shareholders cure a Shareholder Event of Transfer as provided in
Section 1.1 above, all

- 2 -
<PAGE> 3
Shareholders shall immediately transfer the Shares as set forth in this
Agreement for the Purchase Price set forth in Section 7 below upon the
occurrence of a PC Event of Transfer or upon the occurrence of a Shareholder
Event of Transfer.

5. Transfers by Shareholders. If a Shareholder Event of Transfer
occurs, then the PC and any Shareholder aware of such Shareholder Event of
Transfer, the Shareholder's legal representative or a lien creditor of the
Shareholder exercising its remedies with respect to such Shareholder (in any
case, the "Transferring Shareholder") shall give the PC, Management Services and
each of the other Shareholders written notice thereof (the "Notice").

5.1 During the period commencing on the date the Notice is
given and ending thirty (30) days thereafter (the "Shareholders' Option
Period"), the Shareholders other than the Transferring Shareholder shall, in
relative proportion to the respective ownership of Shares of such Shareholders
who desire to exercise their option, have the exclusive right (but not the
obligation) to acquire all or a portion of the Transferring Shareholders's
Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof.
Said Shareholders may exercise this option by delivering, within the
Shareholders' Option Period, to the Transferring Shareholder, Management
Services and the PC a writing stating that said Shareholders have elected to
acquire all or such specified number or proportion of the Transferring
Shareholder's Shares not later than ninety (90) days after the date of the
Notice. If not all Shareholders (other than the Transferring Shareholder) elect
to acquire the Transferring Shareholders's Shares, the Shareholders that have
elected to acquire the Transferring Shareholders's Shares may acquire the
Transferring Shareholders's Shares in relative proportion to their respective
ownership of Shares (not counting Shares held by the Transferring Shareholder or
by Shareholders who have not elected to acquire the Transferring Shareholders's
Shares).

5.2 If the Shareholders's Option Period shall have expired
without the election by any of the Shareholders to acquire any and all of the
Transferring Shareholders's Shares, then, for a period of thirty (30) days
commencing thirty-one (31) days after the date of the Notice (the "PC Option
Period"), the PC shall have the exclusive right (but not the obligation) to
acquire all or a portion the Transferring Shareholders's Shares at the pro rata
Purchase Price. The PC may exercise its option by delivering, within the PC
Option Period, to each of the Shareholders and Management Services a writing
stating that the PC has elected to acquire all or such specified number or
proportion of the Transferring Shareholder's Shares no later than ninety (90)
days after the date of the Notice.

5.3 If, but only if, the Shareholders's Option Period and the
PC Option Period shall have expired without the election by any of the
Shareholders other than the Transferring Shareholder or the PC to acquire all of
a Transferring Shareholders's Shares, then Management Services shall designate a
Transferee to purchase the Shares which are not being purchased pursuant to
Sections 5.1 and 5.2 above.

6. Transfer on PC Event of Transfer. If a PC Event of Transfer occurs,
Management Services shall designate a Transferee to purchase all of the Shares
of the

- 3 -
<PAGE> 4
PC within thirty (30) days of Management Services's discovery of the occurrence
of a PC Event of Transfer.

7. Payment of Purchase Price. The purchase price for any transfer of
the Shares (the "Purchase Price") shall be an amount equal to the fair market
value of the Shares as of the date of the transfer, determined by the accounting
firm of PricewaterhouseCoopers, LLP (or any successor thereto) acting through
the personnel at its office in Tampa, Florida, if that firm is willing to make
the determination; or, if not, any nationally recognized firm of independent
certified public accountants agreed to by Management Services and the PC. Any
determination of the fair market value of the Shares by such firm shall be
deemed a final determination of the fair market value as of the determination
date and shall be conclusive upon all parties for purposes of this Agreement as
a commercially reasonable price. The Purchase Price shall be payable in cash, by
cashier's check, or by a promissory note within thirty (30) days after receipt
of the accounting firm's Purchase Price determination. If payment is made by a
promissory note, such note shall be payable over three (3) years in equal
monthly installments of principal and interest and shall bear interest at the
rate of eight percent (8%) per annum.

8. Commercially Reasonable Disposition. The parties acknowledge that it
would be impossible to realize a commercially reasonable price in the event of
the disposition of the pledged stock by public sale and very difficult to do so
by private sale, except on the terms and conditions set forth herein. Therefore,
the parties acknowledge that a disposition of the Shares pursuant to the terms
of this Agreement is a commercially reasonable disposition. The parties further
acknowledge and agree that the determination of the Purchase Price under Section
7 is a commercially reasonable method of determining the Purchase Price and that
they will be bound by such Purchase Price determination.

9. Term. This Agreement shall continue for as long as the ASA and any
renewals thereof are in effect.

10. Representations and Warranties. PC and each of the Shareholders
represent and warrant the following:

10.1. No Contravention. There is no provision of any agreement
to which PC or any Shareholder is a party or of any law that would be
contravened by the execution, delivery, or performance of this Agreement. The PC
and each Shareholder's name and the information contained in the Recitals hereto
are correct. There are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require the PC to issue, sell, or otherwise
cause to become outstanding any of its capital stock. There is no litigation nor
are there any proceedings by any public body, agency, or authority presently
pending or threatened against the PC or any Shareholder, the outcome of which
might materially and adversely affect the continued operations of the PC.

- 4 -
<PAGE> 5
10.2. Shares. Each Shareholder has good title, free and clear
of all claims, charges, liens, encumbrances, restrictions, options, calls and
defects of any kind or nature whatsoever, except for the security interest
granted hereby; no other person, entity, or governmental authority has or claims
any lien or other interest in the Shares; no adverse financing statements are on
file; and there is no litigation nor are there any proceedings by any public
body, agency, or authority presently pending or threatened against any
Shareholder, the outcome of which might materially and adversely affect the
Collateral.

10.3. Survival of Representations and Warranties. All
representations and warranties shall survive the execution and delivery of this
Agreement.

11. Affirmative Covenants.

11.1. Application to Future Shares. This Agreement shall apply
to all Shares now owned or hereafter acquired whether such acquisition be the
result of purchase, stock dividend, split-up, recapitalization or issuance by
the PC of additional shares of capital stock.

11.2 No Agency and Defense Against Claims. Nothing in this
Agreement shall make any Shareholder an agent of Management Services for any
purpose whatsoever. Each Shareholder shall defend the Shares against all claims,
demands, and defenses affecting Management Services's security interest,
regardless of merit, and shall hold Management Services harmless therefrom,
including, without limitation, holding Management Services harmless from all
attorneys' fees and other litigation expenses arising out of any such claims,
demands, or defenses.

11.3. Disposition and Issuances of the PC's Common Stock. The
PC shall not, and during the term of this Agreement each Shareholder shall not
cause the PC to issue, sell or otherwise cause to be outstanding any additional
capital stock, except for (a) sales of such stock made to approved Shareholders;
(b) the transfer without consideration of any of the Shares to a revocable trust
created by a Shareholder, provided that any and all trustees of such trust first
agrees in writing to hold Shares so transferred subject to this Agreement; and
(c) the transfer of Shares to the Transferee as provided herein.

12. Custody and Handling of Collateral and Records.

12.1. Protection of Secured Party's Security Interest. Upon
execution of this Agreement, each Shareholder shall give Management Services the
certificate(s) representing such Shareholder's Shares duly endorsed in blank or,
if not endorsed in blank, each Shareholder shall give Management Services a duly
executed stock power in blank.

12.2 Restrictive Legend. Each certificate representing Shares
of the PC shall be marked with a legend substantially in the following form:

- 5 -
<PAGE> 6
The right to sell, transfer or encumber the shares
represented by this certificate is restricted under
the terms of an Agreement dated ____________, to
which the PC is a party. The PC will mail a copy of
said Agreement to any shareholder without charge
within five (5) days after receipt of written request
therefore.

13. Default and Remedies.

13.1. Remedies Upon Default. Upon the occurrence of any breach
of any covenant or warranty contained in this Agreement ("Default") by the PC or
any or all of the Shareholders and continuously thereafter until waived in
writing, any of the parties hereto not in breach of this Agreement shall have
the right and option to immediately send notice to all parties hereto of a
Shareholder Event of Transfer or a PC Event of Transfer, as applicable, to cause
a transfer of Shares pursuant to Section 5 or Section 6 hereof, subject to a
subsequent determination of the Purchase Price. In the event of a Default,
Management Services may exercise any other remedy available to Management
Services as a secured party under law or equity. Management Services shall be
entitled upon any breach or threatened breach of this Agreement to the granting
of a temporary restraining order, a temporary or permanent injunction, or any
other equitable remedy which may then be available without further notice.

13.2. Construction of Rights and Remedies and Waiver of Notice
and Consent.

(a) This Section 13 applies to all rights and
remedies provided by this Agreement or at law or in equity.

(b) No forbearance in exercising any right or remedy
shall operate as a waiver thereof; no forbearance in exercising any right or
remedy on any one or more occasions shall operate as a waiver thereof on any
future occasion; and no single or partial exercise of any right or remedy shall
preclude any other exercise thereof or the exercise of any other right or
remedy.

14. Miscellaneous.

14.1. Notices. If at any time after the execution of this
Agreement, it shall become necessary or convenient for one of the parties to
serve any notice, demand or communication upon the other parties, such notice,
demand, or communication shall be in writing and shall be served personally, by
nationally recognized overnight courier which provides confirmation of delivery,
or by depositing the same in the United States mail, registered or certified,
return receipt requested, postage prepaid and to such address as each party may
have furnished to the other parties in writing as the place for the service of
notice. Any notice so mailed shall be deemed to have been given three (3) days
after the same has been deposited in the United States mail; when delivered if
the same has been given personally; or the next business day if the same has
been delivered to a nationally recognized overnight courier service.

- 6 -
<PAGE> 7
14.2. Governing Law. This Agreement shall be construed and
interpreted under the laws of the state of Florida.

14.3. Binding Effect. This Agreement shall be binding upon the
PC, each Shareholder, the Shareholders' personal representatives, heirs,
successors, and assigns, as the case may be, and shall be binding upon and inure
to the benefit of Management Services and its successors and assigns. Neither
the PC nor any Shareholder may assign this Agreement.

14.4. Amendment. This Agreement may be amended, but only by a
written amendment signed by all parties hereto.

14.5. Severability. If any provision of this Agreement or the
application of any provision to any party or circumstance shall be adjudged
invalid or unenforceable to any extent, the remainder of this Agreement and the
application of the provision to any other party or circumstance shall not be
affected thereby. Each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

14.6. Headings. The headings in this Agreement are for
convenience of reference only and shall not be used in interpreting this
Agreement.

14.7. Number; Gender. Where appropriate, the number of all
words in this Agreement shall be both singular and plural and the gender of all
pronouns shall be masculine, feminine, neuter, or any combination thereof.

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

"PC"

[PROFESSIONAL CORPORATION]

By:
--------------------------------
Its:
-------------------------------

"Management Services"

[RTSI Subsidiary]

By:
--------------------------------
Its:
-------------------------------

- 7 -
<PAGE> 8
"Current Shareholders"

______________________________________

- 8 -

<PAGE> 1

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT
------------------------------------------------
Percentage
State of Owned by
Subsidiary Incorporation the Registrant
---------- ------------- --------------
<S> <C> <C>

21st Century Oncology, Inc. Florida 100%

Radiation Therapy Payroll Services, Inc. Florida 100%

Financial Services of Southwest Florida, Inc. Florida 100%

Radiation Therapy School for
Radiation Therapy Technology, Inc. Florida 100%

New York Radiation Therapy Management
Services, Incorporated New York 100%

Nevada Radiation Therapy Management
Services, Incorporated Nevada 100%
</TABLE>

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

September 25, 1998

We consent to the inclusion in this registration statement on Form S-1 of our
reports dated February 20, 1998, on our audits of the financial statements of
Radiation Therapy Services, Inc. and subsidiaries and on our audit of the
statement of revenues, direct operating expenses and allocated expenses of the
Acquired Companies. We also consent to the references to our firm under the
captions "Experts" and "Selected Consolidated Financial Data."

/s/ PRICEWATERHOUSECOOPERS LLP

Tampa, Florida

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RADIATION THERAPY SERVICES, INC. AND SUBSIDIARIES AS OF
DECEMBER 31, 1997 AND 1996 AND THE YEARS THEN ENDED AND FOR THE PERIOD FROM
INCEPTION (MAY 17, 1995) TO DECEMBER 31, 1995.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 940,326
<SECURITIES> 0
<RECEIVABLES> 8,613,557<F1>
<ALLOWANCES> 0
<INVENTORY> 667,177
<CURRENT-ASSETS> 11,725,057
<PP&E> 33,392,575<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 59,328,257
<CURRENT-LIABILITIES> 18,025,957
<BONDS> 22,110,829
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 59,238,257
<SALES> 21,077,775
<TOTAL-REVENUES> 21,229,492
<CGS> 10,177,915
<TOTAL-COSTS> 10,177,915
<OTHER-EXPENSES> 6,825,309
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,396,489
<INCOME-PRETAX> 2,829,779
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,829,779
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,829,779
<EPS-PRIMARY> .20
<EPS-DILUTED> .19
<FN>
<F1>AMOUNTS FOR RECEIVABLES AND PROPERTY, PLANT AND EQUIPMENT ARE NET OF ANY
ALLOWANCES AND ACCUMULATED DEPRECIATION.
</FN>

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,131,207
<SECURITIES> 0
<RECEIVABLES> 7,263,845<F1>
<ALLOWANCES> 0
<INVENTORY> 622,969
<CURRENT-ASSETS> 9,679,094
<PP&E> 30,240,125<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 48,852,439
<CURRENT-LIABILITIES> 14,324,531
<BONDS> 18,677,216
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 48,852,439
<SALES> 29,349,113
<TOTAL-REVENUES> 29,479,455
<CGS> 13,786,989
<TOTAL-COSTS> 13,786,989
<OTHER-EXPENSES> 10,412,374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,775,228
<INCOME-PRETAX> 3,504,914
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,504,914
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,504,914
<EPS-PRIMARY> .26
<EPS-DILUTED> .25
<FN>
<F1>AMOUNTS FOR RECEIVABLES AND PROPERTY, PLANT AND EQUIPMENT ARE NET OF ANY
ALLOWANCES AND ACCUMULATED DEPRECIATION.
</FN>

</TABLE>

<PAGE> 1
Exhibit 99.1

Radiation Therapy Services, Inc.
1850 Boy Scout Drive
Suite A-101
Fort Myers, Florida 33907

Gentlemen:

I hereby consent to being named as a nominee for director of Radiation
Therapy Services, Inc. (the "Company") in the Registration Statement and related
Prospectus filed by the Company with the Securities and Exchange Commission for
the registration of shares of the Company's Common Stock, and I further consent
to all references to me in the Prospectus.

Signed this 23rd day of August, 1998.

/s/ John A. Kraeutler
---------------------------
John A. Kraeutler

<PAGE> 1
Exhibit 99.2

Radiation Therapy Services, Inc.
1850 Boy Scout Drive
Suite A-101
Fort Myers, Florida 33907

Gentlemen:

Signed this 24th day of August, 1998.

/s/ Wilfred T. O'Gara
---------------------------
Wilfred T. O'Gara

<PAGE> 1
Exhibit 99.3

Radiation Therapy Services, Inc.
1850 Boy Scout Drive
Suite A-101
Fort Myers, Florida 33907

Gentlemen:

Signed this 21st day of August, 1998.

/s/ James W. Moore
---------------------------
James W. Moore