8-K

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                       Date of Report:  May 1, 1996



                         Seafield Capital Corporation             
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       Missouri                   0-16946                   43-1039532
     -----------------------------------------------------------------
     (State of other     (Commission File Number)        (IRS Employer
     jurisdiction of                                    Identification
     incorporation)                                         Number)


     2600 Grand Ave.  Suite 500
     P. O. Box 410949
     Kansas City,  MO                                        64141
     -----------------------------------------------------------------
     (Address of principal executive offices)              (Zip code)


                               (816)  842-7000           
     -----------------------------------------------------------------
            (Registrant's telephone number, including area code)





Item 5.     Other Events.

On April 15, 1996, the Registrant's 56% owned subsidiary, Response Oncology, 
Inc. (Response), acquired (the Transaction) from unaffiliated individual 
sellers (the Sellers) 100% of the outstanding general partnership interests 
(the Acquired Interests) of Knoxville Hematology Oncology Associates, a 
Tennessee general partnership (the Acquired Business). The total 
consideration (the Purchase Price) for the Acquired Interests was $9 
million, approximately $8,190,000 of which was paid in cash, approximately 
$150,000 was paid in the form of Response's unsecured interest-bearing 
promissory note due April 12, 1997 (the Note) and the balance being paid 
through assumption of approximately $660,000 of accounts payable and capital 
leases.  The Note may, at the election of the holder, be paid in shares of 
common stock of Response (the Response Common Stock) based on a conversion 
price of $11.75 per share of Response's common stock.  In addition, 80,000 
stock purchase warrants (the Warrants) exercisable at $11.75 were issued as 
additional purchase price.  The delivery of the Note, the warrants and the 
Response Common Stock potentially issuable by Response in full or partial 
satisfaction of the Note or upon exercise of the warrants have not been 
registered under the Securities Act of 1933 in reliance upon an exemption 
from such registration.

The Acquired Interests were purchased by Response directly from the Sellers, 
who constituted all of the partners of the Acquired Business.  At the time 
of the Transaction, no Seller had a material relationship with Response.  
Upon consummation of the Transaction, 99% of the interests in the profits, 
losses and capital of the Acquired Business were owned by Response, with the 
remaining 1% being owned by a wholly owned subsidiary of Response.  The 
assets of the Acquired Business include medical equipment, accounts 
receivable, office furnishings and fixtures, rights under a certain lease 
for certain office space, employee base and expertise, know-how in respect 
of management of a medical practice in the oncology and hematology 
specialty, computer systems, accounting books and records and other 
intangible assets.  Such assets were historically used in the conduct by the 
Acquired Business of a group medical practice in the oncology and hematology 
specialty.

Simultaneous with the consummation of the Transaction, a newly-formed 
professional limited liability company wholly owned by the Sellers and 
formed to continue the group medical practice theretofore conducted by the 
Sellers (the New PLLC) entered into a long-term management services 
agreement (the Service Agreement) with Response providing for the management 
by Response of the non-medical aspects of the practice thereafter conducted 
by the New PLLC.  Pursuant to the Service Agreement, Response will manage 
the non-medical aspects of the New PLLC's business and will permit the New 
PLLC to use office space, equipment and other assets owned or leased by 
Response in exchange for an agreed-upon management fee.

The cash portion of the Purchase Price was provided from the proceeds of a 
$10 million loan from the Registrant to be used to finance acquisitions.  
The loan has a maturity date of December 31, 1996, bears interest at the 
rate of prime plus 1%, is unsecured and, after August 1, 1996, is 
convertible at the option of the Registrant into shares of Response common 
stock at a conversion price equal to the market price of the common stock at 
the time of conversion.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)  Financial Statements:  none
         (b)  Pro Forma Financial Information:  none
         (c)  Exhibits:  Form of the following agreements filed with 
Response's current report on Form 8-K:

              99.1.  Purchase and Sale Agreement by and among Response 
Oncology, Inc., Knoxville Hematology Oncology Associates and Partners of 
Knoxville Hematology Oncology Associates.

              99.2.  Service Agreement between Response Oncology, Inc., 
Knoxville Hematology Oncology Associates, P.L.L.C. and Members of Knoxville 
Hematology Oncology Associates, P.L.L.C.



                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     Registrant has duly caused this report to be signed on its behalf by the
     undersigned hereunto duly authorized officer.


                                           Seafield Capital Corporation



     Date:  May 1, 1996                    By:  /s/  Steven K. Fitzwater
                                               ---------------------------
                                               Steven K. Fitzwater
                                               Vice President, Chief Accounting
                                               Officer and Secretary

EX-99.1

                                                  EXHIBIT 99.1



                        PURCHASE AND SALE AGREEMENT

                               BY AND AMONG

                          RESPONSE ONCOLOGY, INC.,

                 KNOXVILLE HEMATOLOGY ONCOLOGY ASSOCIATES

                                   AND

           PARTNERS OF KNOXVILLE HEMATOLOGY ONCOLOGY ASSOCIATES

                            April 12, 1996

PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT, dated as of April 12, 1996, by and 
among RESPONSE ONCOLOGY, INC, a Tennessee corporation (the "Purchaser"), 
and the HOLDERS OF ALL GENERAL PARTNERSHIP INTERESTS OF KNOXVILLE 
HEMATOLOGY ONCOLOGY ASSOCIATES, a Tennessee general partnership (the 
"Partnership"), each of whom, together with his or her state of residence 
and address is listed on Exhibit A hereto (collectively, the "Partners" 
and, individually, a "Partner").

W I T N E S S E T H:

     WHEREAS, the Partners own 100% of the interests as general partners 
(the "Partnership Interests") in the Partnership which is engaged in the 
practice of medicine in the specialty of general oncology and hematology; 
and

     WHEREAS, each of the Partners desires to sell and the Purchaser 
desires to purchase 100% of the Partnership Interests of the Partnership 
from the Partners on the terms and subject to the conditions set forth 
herein;

     NOW, THEREFORE, in consideration of the mutual covenants, 
representations, warranties and promises herein contained, and for other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:


     1.     Definitions.  The following terms, as used herein, have the 
following meanings:

     "Adverse Consequences" means all actions, suits, proceedings, 
hearings, investigations, charges, complaints, claims, demands, 
injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, 
fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, 
liens, losses, expenses, and fees, including court costs and attorneys' 
fees and expenses.

     "Affiliate" has the meaning set forth in Rule 12-2 of the regulations 
promulgated under the Securities Exchange Act.

     "Applicable Rate" means the corporate base rate of interest announced 
from time to time by First Tennessee Bank National Association, Memphis, 
Tennessee plus two percent (2%).

     "Assumed Liabilities" has the meaning set forth in Section 2(a)(ii) 
below.

     "Basis" means any past or present fact, situation, circumstance, 
status, condition, activity, practice, plan, occurrence, event, incident, 
action, failure to act, or transaction that forms or could form the basis 
for any specified consequence.

     "Closing" has the meaning set forth in  Section 2(c) below.

     "Closing Date" has the meaning set forth in Section 2(c) below.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Employee Benefit Plan" means any (a) nonqualified deferred 
compensation or retirement plan or arrangement which is an Employee Pension 
Benefit Plan, (b) qualified defined contribution retirement plan or 
arrangement which is an Employee Pension Benefit Plan, (c) qualified 
defined benefit retirement plan or arrangement which is an Employee Pension 
Benefit Plan (including any Multi-employer Plan), or (d) Employee Welfare 
Benefit Plan or material fringe benefit plan or program.

     "Employee Pension Benefit Plan" has the meaning set forth in ERISA 
Section 3(2).

     "Employee Welfare Benefit Plan" has the meaning set forth in ERISA 
Section 3(1).

     "Environmental, Health, and Safety Laws" means the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, the 
Resource Conservation and Recovery Act of 1976, the Occupational Safety and 
Health Act of 1970, the Medical Waste Tracking Act of 1988, the U. S. 
Public Vessel Medical Waste Anti-Dumping Act of 1988, the Marine 
Protection, Research and Sanctuaries Act and Human Services, National 
Institute for Occupational Safety and Health, Infections Waste Disposal 
Guidelines, Publication No. 88-119, each as amended, together with all 
other laws (including rules, regulations, codes, plans, injunctions, 
judgments, orders, decrees, rulings, and charges thereunder) of federal, 
state, local, and foreign governments (and all agencies thereof) concerning 
pollution or protection of the environment, public health and safety, or 
employee health and safety, including laws relating to emissions,  
discharges, releases, or threatened releases of medical wastes, pollutants, 
contaminants, or chemical, industrial, hazardous, or toxic materials or 
wastes into ambient air, surface water, ground water, or lands or otherwise 
relating to the manufacture, processing, distribution, use, treatment, 
storage, disposal, transport, or handling of pollutants, contaminants, or 
chemical, industrial, hazardous, or toxic materials or wastes.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.

     "Extremely Hazardous Substance" has the meaning set forth in Section 
302 of the Emergency Planning and Community Right-to-Know Act of 1986, as 
amended.

     "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

     "Financial Statement" has the meaning set forth in Section 4(c) below.

     "GAAP" means United States generally accepted accounting principles as 
in effect from time to time.

     "Intangible Assets" means all intangible assets of the Partnership 
that are not Medical Practice Assets, including, without limitation, the 
Seller's base of non-medical employees, management information systems, 
business know-how as it relates to operation of the business aspects of an 
oncology practice, accounting books and records and non-medical goodwill.

     "Intellectual Property" means (a) all inventions (whether patentable 
or unpatentable and whether or not reduced to practice), all improvements 
thereto, and all patents, patent applications, and patent disclosures, 
together with all reissuances, continuations, continuations-in-part, 
revisions, extensions, and reexaminations thereof, (b) all trademarks, 
service marks, trade dress, logos, trade names, and corporate names, 
together with all translations, adaptations, derivations, and combinations 
thereof and including all goodwill associated therewith, and all 
applications, registrations, and renewals in connection therewith, (c) all 
copyrightable works, all copyrights, and all applications, registrations, 
and renewals in connection therewith, (d) all mask works and all 
applications, registrations, and renewals in connection therewith, (e) all 
trade secrets and confidential business information (including ideas, 
research and development, know-how, formulas, compositions, manufacturing 
and production processes and techniques, technical data, designs, drawings, 
specifications, customer and supplier lists, pricing and cost information, 
and business and marketing plans and proposals), (f) all computer software 
(including data and related documentation), (g) all other proprietary 
rights, and (h) all copies and tangible embodiments thereof (in whatever 
form or medium).

     "Inventory" means the inventory of pharmaceuticals and medical 
supplies owned by the Partnership as of the close of business on the day 
prior to the Closing Date.

     "Investments" means investment assets of the Partnership including 
stocks, bonds, certificates of deposits, interests in non-medical 
partnerships, joint ventures, corporations, limited liability companies and 
other entities.

     "Knowledge" means actual knowledge after reasonable investigation.

     "Liability" means any liability (whether known or unknown, asserted or 
unasserted, absolute or contingent, accrued or unaccrued, liquidated or 
unliquidated, and whether due or to become due), including any liability 
for Taxes.

     "Medical Practice Assets" means all assets and property owned by the 
Partnership and used in its medical practice which cannot lawfully be 
acquired and owned by the Purchaser, including, without limitation, all 
patient charts and patient records that do not constitute business records, 
licenses to practice medicine and goodwill related to Seller's patient base 
and/or medical practice.

     "Most Recent Balance Sheet" means the balance sheet contained within 
the Most Recent Financial Statements.

     "Most Recent Financial Statements" has the meaning set forth in 
Section 4(c) below.

     "Most Recent Fiscal Month End" has the meaning set forth in Section 
4(c) below.

     "Most Recent Fiscal Year End" has the meaning set forth in Section 
4(c) below.

     "Multiemployer Plan" has the meaning set forth in ERISA Sec. 3(37).

     "Ordinary Course of Business" means the ordinary course of business of 
an oncology practice similar in size to the Seller, consistent with the 
Seller's past custom and practice. 

     "Party" means the Purchaser or the Seller.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means an individual, a partnership, a corporation, an 
association, a joint stock company, a limited liability company, a trust, a 
joint venture, an unincorporated organization, or a governmental entity (or 
any department, agency, or political subdivision thereof).

     "Prohibited Transaction" has the meaning set forth in ERISA Sec. 406 
and Code Sec. 4975.

      "Purchase Price" has the meaning set forth in Section 2(b) below.

     "Partnership Interests" has the meaning set forth in Section 2(a)(i) 
below.

     "Purchaser" has the meaning set forth in the preface above and, after 
Closing (and as relates to Section 9(b) regarding indemnification), shall 
mean Response Oncology, Inc. and any subsidiary or affiliate thereof.

     "Purchaser's Disclosure Letter" has the meaning set forth in Section 
3(b) below.

     "Receivables" means the accounts receivable of the Partnership as of 
the close of business on the day prior to the Closing Date.

     "Reportable Event" has the meaning set forth in ERISA Sec. 4043.

     "Response Note" means the promissory note of the Purchaser payable to 
the order of the Partners in the form set forth as Exhibit 2(b)(i).

     "Response Stock" means the common stock of the Purchaser, $.01 par 
value per share.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, 
as amended.

     "Security Interest" means any mortgage, pledge, lien, encumbrance, 
charge, or other security interest, other than (a) mechanic's, 
materialmen's, and similar liens, (b) liens for Taxes not yet due and 
payable, (c) purchase money liens and liens securing rental payments under 
capital lease arrangements, and (d) other liens arising in the Ordinary 
Course of Business and not incurred in connection with the borrowing of 
money.

     "Seller's Disclosure Letter" has the meaning set forth in Section 3(a) 
below.

     "Service Agreement" means the Service Agreement among the Purchaser, 
the Partnership and the Partners to be executed and delivered by thereby, 
and which will become effective, at the Closing.

     "Tangible Assets" means furniture, medical and other equipment and 
leasehold improvements of the Partnership listed on Exhibit 2(a)(i)(A) 
hereto.

     "Tax" means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp, 
occupation, premium, windfall profits, environmental (including taxes under 
Code Sec. 59A), customs duties, capital stock, franchise, profits, 
withholding, social security (or similar), unemployment, disability, real 
property, personal property, sales, use, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of any kind 
whatsoever, including any interest, penalty, or addition thereto, whether 
disputed or not.
 
     "Tax Return" means any return, declaration, report, claim for refund, 
or information return or statement relating to Taxes, including any 
schedule or attachment thereto, and including any amendment thereof.

     "Third Party Claim" has the meaning set forth in Section 9(c) below.

     "Warrant" means the warrant to purchase 80,000 shares of Response 
Stock at a price of $11.75 per share (subject to adjustment as described in 
the Warrant), issuable by the Purchaser to the Partners pursuant to Section 
2(b) below, which Warrant shall be issued and delivered to the Partners in 
substantially the form set forth as Exhibit 2(b)(ii) below.

     2.  Purchase and Sale of Partnership Interests.

     (a)  Basic Transaction.       On and subject to the terms and 
conditions of this Agreement, the Purchaser and Partners agree as follows:

          (i)  Partnership Interests.  On the Closing Date, the Purchaser 
shall purchase from each of the Partners, and each of the Partners shall 
sell and deliver to the Purchaser, 100% of the Partnership Interests of the 
Partnership (the "Partnership Interests").

          (ii)  Assumed Liabilities.  In partial consideration for the sale 
of the Partnership Interests by the Partners, on the Closing Date the 
Purchaser shall assume and become primarily responsible for the payment or 
other satisfaction of all past and future liabilities of the Partnership, 
and the Partners shall be held harmless for all such liabilities, provided, 
however, the Partners shall be and remain liable for:

          (A)     all tax liabilities incurred by the Partnership during 
the period prior to the Closing Date; and

          (B)     any existing liability, contingent on otherwise, whether 
known or unknown, of the Partnership not disclosed to the Purchaser on 
Exhibit 2(a)(ii) hereto.  As of the Closing Date, the parties shall jointly 
prepare and agree upon a schedule of Assumed Liabilities, which shall be 
attached hereto as Exhibit 2(a)(ii), and no Liability of the Partnership 
which is excluded from such schedule shall be assumed by the Purchaser.  
The Partners shall remain responsible for all Liabilities not assumed by 
the Purchaser hereunder, and shall indemnify and hold the Purchaser 
harmless from and against any and all claims, assessments, damages, 
Liabilities and costs suffered by the Purchaser in respect of or arising 
out of the assertion by any Person that the Purchaser is responsible for 
any Liability of the Partnership that is not an Assumed Liability.  

     (b)  Purchase Price; Payment of Purchase Price.  The purchase price 
for the Partnership Interests shall be Nine Million Dollars 
($9,000,000.00).  The Purchaser shall pay or satisfy the Purchase Price in 
the following manner: (i) One Hundred Fifty Thousand Dollars ($150,000.00) 
by issuance and delivery of the Response Note to Allan M. Grossman, M.D.; 
(ii) $_____________________ by assumption of the Assumed Liabilities; and 
(iii) the balance in readily available United States funds at Closing.  As 
additional consideration for the Partnership Interests, the Purchaser shall 
issue the Warrant to the Partners at Closing.

     (c)  The Closing.  The closing of the transactions contemplated by 
this Agreement (the "Closing") shall take place at the offices of 
Bernstein, Stair & McAdams, 530 South Gay Street, Suite 600, Knoxville, 
Tennessee 38902 commencing at 9:00 a.m. local time on the second business 
day following the satisfaction or waiver of all conditions precedent to the 
obligations of the Parties to consummate the transactions contemplated 
hereby or such other date as the Purchaser and the Partners may mutually 
determine (the "Closing Date"); provided, however, that the Closing Date 
shall be no later than June 30, 1996.

     (d)  Deliveries at the Closing.  At the Closing, (i) the Purchaser 
will deliver to the Partners the various certificates, instruments, and 
documents referred to in Section 7(a) below, (ii) the Partners will deliver 
to the Purchaser the various certificates, instruments, and documents 
referred to in Section 7(b) below.

     3.  Representations and Warranties Concerning the Transaction.

     (a)  Representations and Warranties of the Partners.  Each of the 
Partners jointly and severally represents and warrants to the Purchaser 
that the statements contained in this Section 3(a) are correct and complete 
as of the date of this Agreement and will be correct and complete as of the 
Closing Date (as though made then and as though the Closing Date were 
substituted for the date of this Agreement throughout this Section 3(a)) 
with respect to the Partnership, except as set forth in the disclosure 
letter executed and delivered by the Partners contemporaneous with this 
Agreement (the "Seller's Disclosure Letter"").  The Seller's Disclosure 
Letter shall be satisfactory to the Purchaser and its counsel and will be 
arranged in paragraphs corresponding to the lettered and numbered 
paragraphs contained in this Section 3(a) and Section 4.

          (i)  Authorization of Transaction.  Each of the Partners has the 
requisite legal capacity and has full power and authority to execute and 
deliver this Agreement and to perform his obligations hereunder.  This 
Agreement constitutes the valid and legally binding obligation of each 
Partner, enforceable in accordance with its terms and conditions.  The 
Partners need not give any notice to, make any filing with, or obtain any 
authorization, consent, or approval of any Person, government or 
governmental agency in order to deliver the Partnership Interests to the 
Purchaser or otherwise to consummate the transactions contemplated by this 
Agreement, or, if any such consent is required, each such consent has been 
obtained.  This Agreement constitutes the valid and legally binding 
obligation of each of the Partners, enforceable in accordance with its 
terms, subject to applicable bankruptcy, moratorium, insolvency and other 
laws affecting the rights of creditors and general equity principles.

          (ii)  Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (A) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other restriction 
of any government, governmental agency, or court to which the Partnership 
or a Partner is subject or (B) conflict with, result in a breach of, 
constitute a default under, result in the acceleration of, create in any 
party the right to accelerate, terminate, modify, or cancel, or require any 
notice under any agreement, contract, lease, license, instrument, or other 
arrangement to which the Partnership or a Partner is a party or by which he 
is bound or to which any of his assets is subject (or result in the 
imposition of any Security Interest upon any of the Partnership's assets.)  
The Partners are not required to give any notice to, make any filing with, 
or obtain any authorization, consent or approval of any government or 
governmental agency in order for the Parties to consummate the transactions 
contemplated by this Agreement.

          (iii)  Brokers' Fees.  The Partners have no Liability or 
obligation to pay any fee or commission to any broker, finder, or agent 
with respect to the transactions contemplated by this Agreement for which 
the Purchaser could become liable or obligated.

          (iv)  Title.  Each of the Partners has good and marketable title 
to the Partnership Interests being conveyed to the Purchaser hereunder, 
with the sole and absolute right to sell, assign, transfer and convey same 
to the Purchaser free and clear of all liens, claims, options, pledges, 
security interests or other encumbrances.

          (v)  Existence  of the Partnership.  The Partnership is a general 
partnership validly existing under the laws of the State of Tennessee.  The 
Partnership has the power to own its property and to carry on its business 
as now being conducted.  The Partnership is duly qualified to do business 
and is in good standing in any jurisdiction in which the character or 
location of the properties owned or leased by the Partnership or the nature 
of the business conducted by the Partnership makes such qualification 
necessary.

     (b)  Representations and Warranties of the Purchaser.  The Purchaser 
represents and warrants to the Partners that the statements contained in 
this Section 3(b) are correct and complete as of the date of this Agreement 
and will be correct and complete as of the Closing Date (as though made 
then and as though the Closing Date were substituted for the date of this 
Agreement throughout this Section 3(b)), except as set forth in the 
disclosure letter executed and delivered by the Purchaser contemporaneous 
with this Agreement (the "Purchaser's Disclosure Letter").  The Purchaser's 
Disclosure Letter shall be satisfactory to the Partners and their counsel.

          (i)  Organization of the Purchaser.  The Purchaser is a 
corporation duly organized, validly existing, and in good standing under 
the laws of the State of Tennessee. 

          (ii)  Authorization of Transaction.  The Purchaser has full power 
and authority (including full corporate power and authority) to execute and 
deliver this Agreement and to perform its obligations hereunder.  This 
Agreement constitutes the valid and legally binding obligation of the 
Purchaser, enforceable in accordance with its terms, subject to applicable 
bankruptcy, moratorium, insolvency and other laws affecting the rights of 
creditors and general equity principles.  The Purchaser need not give any 
notice to, make any filing with, or obtain any authorization, consent, or 
approval of any Person, government or governmental agency in order to 
consummate the transactions contemplated by this Agreement, or, if any such 
consent is required, each such consent has been obtained.

          (iii)  Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (A) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other restriction 
of any government, governmental agency, or court to which the Purchaser is 
subject or any provision of its charter or bylaws or (B) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, terminate, 
modify, or cancel, or require any notice under any agreement, contract, 
lease, license, instrument, or other arrangement to which the Purchaser is 
a party or by which it is bound or to which any of its assets is subject.

          (iv)  Brokers' Fees.  The Purchaser has no Liability or 
obligation to pay any fees or commissions to any broker, finder, or agent 
with respect to the transactions contemplated by this Agreement for which 
the Partners could become liable or obligated.

     4.  Representations and Warranties Concerning the Partners.  Each of 
the Partners, jointly and severally, represents and warrants to the 
Purchaser that the statements contained in this Section 4 are true, correct 
and complete as of the date of this Agreement and will be true, correct and 
complete as of the Closing Date (as though made then and as though the 
Closing Date were substituted for the date of this Agreement throughout 
this Section 4), except as set forth in the Seller's Disclosure Letter.  
Nothing in the Seller's Disclosure Letter shall be deemed adequate to 
disclose an exception to a representation or warranty made herein, however, 
unless the Seller's Disclosure Letter identifies the exception with 
reasonable particularity and describes the relevant facts in reasonable 
detail.  The Seller's Disclosure Letter will be arranged in paragraphs 
corresponding to the lettered and numbered paragraphs contained in this 
Section 4.

     (a)  Power, Authority, and Partnership Matters.    The Partnership has 
full power and authority and all licenses, permits, and authorizations 
necessary to carry on the business in which it is engaged and to own and 
use its properties.  Paragraph 4(a) of the Seller's Disclosure Letter lists 
the employees and partners of the Partnership. The Partners have delivered 
to the Purchaser correct and complete copies of the general partnership 
agreement of the Partnership (as amended to date).  

     (b)  Title to Assets.  The Partnership has good and marketable title 
to, or a valid leasehold interest in, all of its properties and assets, 
free and clear of all Security Interests, and has not sold, transferred, 
exchanged or conveyed any of its properties and assets since the date of 
the Most Recent Balance Sheet except for properties and assets disposed of 
in the Ordinary Course of Business since the date of the Most Recent 
Balance Sheet.

     (c)  Financial Statements.  Attached as collective Paragraph 4(c) to 
the Seller's Disclosure Letter are the following financial statements 
(collectively the "Financial Statements"): (i) unaudited balance sheet and 
statement of income, changes in partners' capital, and cash flow as of and 
for the fiscal years ended December 31, 1995 (the "Most Recent Fiscal Year 
End") for the Partnership; and (ii) unaudited balance sheet and statement 
of income (the "Most Recent Financial Statements") as of and for the month 
ended March 31, 1996 (the "Most Recent Fiscal Month End") for the 
Partnership.  The Financial Statements (including the notes thereto) have 
been prepared on a consistent basis throughout the periods covered thereby, 
present fairly the financial condition of the Partnership as of such dates 
and the results of operations of the Partnership for such periods, are 
correct and complete, and are consistent with the books and records of the 
Partnership. 

     (d)  Events Subsequent to Most Recent Fiscal Year End.  Since the Most 
Recent Fiscal Year End, there has not been any adverse change in the 
business, financial condition, operations, results of operations, or future 
prospects of the Partnership. Without limiting the generality of the 
foregoing, since that date:

          (i) the Partnership has not sold, leased, transferred, or 
assigned any of its assets, tangible or intangible, other than for a fair 
consideration in the Ordinary Course of Business;

          (ii) the Partnership has not entered into any agreement, 
contract, lease, or license (or series of related agreements, contracts, 
leases, and licenses) either involving more than $25,000.00 or outside the 
Ordinary Course of Business;

          (iii) no party (including the Partnership) has accelerated, 
terminated, modified, or cancelled any agreement, contract, lease, or 
license (or series of related agreements, contracts, leases, and licenses) 
involving more than $25,000.00 to which the Partnership is a party or by 
which the Partnership or its properties are bound;

          (iv) the Partnership has not created, suffered or permitted to 
attach or be imposed any Security Interest upon any of its assets, tangible 
or intangible;

          (v) the Partnership has not made any capital expenditure (or 
series of related capital expenditures) either involving more than 
$25,000.00 or outside the Ordinary Course of Business;

          (vi) the Partnership has not made any capital investment in, any 
loan to, or any acquisition of the securities or assets of, any other 
Person (or series of related capital investments, loans, and acquisitions) 
either involving more than $25,000.00 or outside the Ordinary Course of 
Business;

          (vii) the Partnership has not issued any note, bond, or other 
debt instrument or security or created, incurred, assumed, or guaranteed 
any indebtedness for borrowed money or capitalized lease obligation; 

          (viii) the Partnership has not delayed or postponed the payment 
of accounts payable and other Liabilities outside the Ordinary Course of 
Business;

          (ix) the Partnership has not cancelled, compromised, waived, or 
released any right or claim (or series of related rights and claims) either 
involving more than $25,000.00 or outside the Ordinary Course of Business;

          (x) the Partnership has not granted any license or sublicense of 
any rights under or with respect to any Intellectual Property;

          (xi) there has been no change made or authorized in the general 
partnership agreement of the Partnership; 

          (xii) none of the Partners has sold, or otherwise disposed of any 
of the Partnership Interests, granted any options, warrants, or other 
rights to purchase or obtain (including upon conversion, exchange, or 
exercise) any of the Partnership Interests;

          (xiii) the Partnership has not declared, set aside, or paid any 
distribution with respect to its Partnership Interests (whether in cash or 
in kind) or redeemed, purchased, or otherwise acquired any of its 
Partnership Interests;

          (xiv) the Partnership has not experienced any damage, 
destruction, or loss (whether or not covered by insurance) to its assets, 
tangible or intangible;

          (xv) the Partnership has not made any loan to, or entered into 
any other transaction with, any of its Partners and employees outside the 
Ordinary Course of Business;

          (xvi) the Partnership has not entered into any employment 
contract or collective bargaining agreement, written or oral, or modified 
the terms of any existing such contract or agreement;

          (xvii) the Partnership has not granted any increase in the base 
compensation of any of its Partners and employees outside the Ordinary 
Course of Business;

          (xviii) the Partnership has not adopted, amended, modified, or 
terminated any bonus, profit-sharing, incentive, severance, or other plan, 
contract, or commitment for the benefit of any of its Partners and 
employees (or taken any such action with respect to any other Employee 
Benefit Plan);

          (xix) the Partnership has not made any other change in employment 
terms for any of its Partners and employees outside the Ordinary Course of 
Business;

          (xx) the Partnership has not made or pledged to make any 
charitable or other capital contribution outside the Ordinary Course of 
Business;

          (xxi) there has not been any other occurrence, event, incident, 
action, failure to act, or transaction outside the Ordinary Course of 
Business involving the Partnership; and

          (xxii) the Partnership has not committed to any of the foregoing.

     (e)  Undisclosed Liabilities.  To the best of the Partners' knowledge, 
the Partnership has no Liability (and there is no Basis for any present or 
future action, suit, proceeding, hearing, investigation, charge, complaint, 
claim, or demand against the Partnership that may result in any Liability), 
except for (i) Liabilities set forth on the face of the Most Recent Balance 
Sheet (rather than in any notes thereto); (ii) Liabilities which have 
arisen after the Most Recent Fiscal Month End in the Ordinary Course of 
Business and (iii) Liabilities described with particularity in Paragraph 
4(e) of the Seller's Disclosure Letter (none of which results from, arises 
out of, relates to, is in the nature of, or was caused by any breach of 
contract, breach of warranty, tort, malpractice, infringement, or violation 
of law).

     (f)  Legal Compliance.  To the best of the Partners' knowledge, the 
Partnership and its predecessors and Affiliates have complied with all 
applicable laws (including rules, regulations, codes, plans, injunctions, 
judgments, orders, decrees, rulings, and charges thereunder) of federal, 
state, local, and foreign governments (and all agencies thereof), and no 
action, suit, proceeding, hearing, investigation, charge, complaint, claim, 
demand, or notice has been filed or commenced against any of them alleging 
any failure so to comply.

     (g)  Tax Matters.

          (i) The Partnership has filed all Tax Returns that it was 
required to file.  All such Tax Returns were correct and complete in all 
material respects.  All Taxes owed by the Partnership (whether or not shown 
on any Tax Return) have been paid or accrued in the Financial Statements.  
The Partnership is not the beneficiary of any extension of time within 
which to file any Tax Return.  No claim has ever been made by an authority 
in a jurisdiction where the Partnership does not file Tax Returns that it 
is or may be subject to taxation by that jurisdiction.  There are no 
Security Interests on any of the assets of the Partnership that arose in 
connection with any failure (or alleged failure) to pay any Tax.

          (ii) The Partnership has withheld and paid all Taxes required to 
have been withheld and paid in connection with amounts paid or owing to any 
employee, independent contractor, creditor, or other third party.

     (h)  Real Property.  The Partnership does not own any real property 
and has not executed and delivered or otherwise entered into any contract 
to purchase any real property.  Paragraph 4(h) of the Seller's Disclosure 
Letter lists and describes briefly all real property leased or subleased to 
the Partnership.  The Partnership has delivered to the Purchaser correct 
and complete copies of the leases and subleases listed in Paragraph 4(h) of 
the Seller's Disclosure Letter (as amended to date).  With respect to each 
lease and sublease listed in Paragraph 4(h) of the Seller's Disclosure 
Letter, except as otherwise set forth in such Paragraph of the Seller's 
Disclosure Letter:

          (i)  the lease or sublease is legal, valid, binding, enforceable, 
and in full force and effect;

          (ii)  the lease or sublease will continue to be legal, valid, 
binding, enforceable, and in full force and effect on identical terms 
following the consummation of the transactions contemplated hereby;

          (iii)  no party to the lease or sublease is in breach or default, 
and no event has occurred which, with notice or lapse of time, would 
constitute a breach or default or permit termination, modification, or 
acceleration thereunder;

          (iv)  no party to the lease or sublease has repudiated any 
provision thereof;

          (v)  there are no disputes, oral agreements, or forbearance 
programs in effect as to the lease or sublease;

          (vi)  with respect to each sublease, the representations and 
warranties set forth in subsections (i) through (v) above are true and 
correct with respect to the underlying lease;

          (vii)  the Partnership has not assigned, transferred, conveyed, 
mortgaged, deeded in trust, or encumbered any interest in the leasehold or 
subleasehold;

          (viii)  all facilities leased or subleased thereunder are 
supplied with utilities and other services necessary for the operation of 
said facilities; and

     (i)  Intellectual Property.

          (i) The Partnership owns or has the right to use pursuant to 
license, sublicense, agreement, or permission all Intellectual Property 
necessary for the operation of its business as presently conducted.  Each 
item of Intellectual Property owned or used by the Partnership immediately 
prior to the Closing hereunder will be owned or available for use by the 
Partnership on identical terms and conditions immediately subsequent to the 
Closing hereunder.  The Partnership has taken all necessary action to 
maintain and protect each item of Intellectual Property that it owns or 
uses.  The Partnership has not interfered with, infringed upon, 
misappropriated, or otherwise come into conflict with any Intellectual 
Property rights of third parties, and the Partnership has not received any 
charge, complaint, claim, demand, or notice alleging any such interference, 
infringement, misappropriation, or violation (including any claim that the 
Partnership must license or refrain from using any Intellectual Property 
rights of any third party).  To the Knowledge of each of the Partners, no 
third party has interfered with, infringed upon, misappropriated, or 
otherwise come into conflict with any Intellectual Property rights of the 
Partnership.

     (j)  Tangible Assets.  The Partnership leases all buildings, 
machinery, equipment, and other tangible assets necessary for the conduct 
of its business as presently conducted.  Each Tangible Asset is free from 
patent defects, and, to the best of the Partners' knowledge, latent 
defects, has been maintained in accordance with normal industry practice, 
is in good operating condition and repair (subject to normal wear and 
tear), and is suitable for the purposes for which it presently is used.

     (k)  Inventory.  Inventory consists of pharmaceuticals and medical 
supplies, all of which is merchantable and fit for the purpose for which it 
was procured or manufactured, and no material portion of which is slow-
moving, obsolete, damaged, or defective, subject only to the reserve for 
inventory writedown set forth on the face of the Most Recent Balance Sheet 
(rather than in any notes thereto) as adjusted for the passage of time 
through the Closing Date in accordance with the past custom and practice of 
the Partnership.

     (l)  Contracts.  Paragraph 4(l) of the Seller's Disclosure Letter 
lists the following contracts and other agreements to which the Partnership 
is a party:

          (i) any agreement (or group of related agreements) for the lease 
of personal property to or from any Person providing for lease payments in 
excess of $25,000.00 per annum;

          (ii) any agreement (or group of related agreements) for the 
purchase or sale of pharmaceuticals, supplies, products, or other personal 
property, or for the furnishing or receipt of services, the performance of 
which will extend over a period of more than one year, result in a loss to 
the Partnership, or involve consideration in excess of $25,000.00;
          (iii) any agreement concerning a partnership or joint venture 
involving the Partnership other than the Partnership's general partnership 
agreement;

          (iv) any agreement (or group of related agreements) under which 
the Partnership has created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money, or any capitalized lease obligation, in 
excess of $25,000.00 or under which it has imposed a Security Interest on 
any of its assets, tangible or intangible;

          (v) any agreement concerning confidentiality or noncompetition;

          (vi) any agreement with any health maintenance organization, 
preferred provider organization, insurance company or other third party 
payor for medical services;

          (vii) any profit sharing, stock option, stock purchase, stock 
appreciation, deferred compensation, severance, or other plan or 
arrangement for the benefit of its current or former directors, officers, 
partners, and employees;

          (viii) any collective bargaining agreement;

          (ix) any agreement for the employment of any individual on a 
full-time, part-time, consulting, or other basis providing annual 
compensation in excess of $25,000.00 or providing severance benefits;

          (x) any agreement under which the Partnership has advanced or 
loaned any amount to any of its Partners and employees outside the Ordinary 
Course of Business;

          (xi) any agreement under which the consequences of a default or 
termination could have an adverse effect on the business, financial 
condition, operations, results of operations, or future prospects of the 
Partnership; or

          (xii) any other agreement (or group of related agreements) the 
performance of which involves consideration in excess of $25,000.00.

The Partners have delivered to the Purchaser a correct and complete copy of 
each written agreement listed in Paragraph 4(l) of the Seller's Disclosure 
Letter (as amended to date) and a written summary setting forth the terms 
and conditions of each oral agreement referred to in Paragraph 4(l) of the 
Seller's Disclosure Letter.  With respect to each such agreement: (1) the 
agreement is legal, valid, binding, enforceable, and in full force and 
effect; (2) the agreement is assignable to the Purchaser pursuant hereto 
and, following such assignment, will continue to be legal, valid, binding, 
enforceable, and in full force and effect on identical terms following the 
consummation of the transactions contemplated hereby; (3) no party is in 
breach or default, and no event has occurred which with notice or lapse of 
time would constitute a breach or default, or permit termination, 
modification, or acceleration, under the agreement; and (4) no party has 
repudiated any provision of the agreement.

     (m)  Notes and Accounts Receivable.  All notes and accounts receivable 
of the Partnership are reflected properly on the Partnership's books and 
records, are valid receivables subject to no setoffs or counterclaims, are 
current and collectible, and will be collected in accordance with their 
terms at their recorded amounts, subject only to (A) contractual allowances 
and adjustments to third party payors, and (B) the reserve for bad debts 
set forth on the face of the Most Recent Balance Sheet (rather than in any 
notes thereto) as adjusted for the passage of time through the Closing Date 
in accordance with the past custom and practice of the Partnership.
     (n)  Powers of Attorney.  There are no outstanding powers of attorney 
executed on behalf of the Partnership or the Partners.

     (o)  Insurance.  Paragraph 4(o) of the Seller's Disclosure Letter sets 
forth the following information with respect to each insurance policy 
(including policies providing property, casualty, liability, medical 
malpractice, and workers' compensation coverage and bond and surety 
arrangements) to which the Partnership and each of the Partners is a party, 
a named insured, or otherwise the beneficiary of coverage:

          (i)  the name, address, and telephone number of the agent;

          (ii)  the name of the insurer, the name of the policyholder, and 
the name of each covered insured;

          (iii)  the policy number and the period of coverage;

          (iv)  the scope (including an indication of whether the coverage 
was on a claims made, occurrence, or other basis) and amount (including a 
description of how deductibles and ceilings are calculated and operate) of 
coverage; and

          (v) a description of any retroactive premium adjustments or other 
loss-sharing arrangements.

With respect to each such insurance policy: (A) the policy is legal, valid, 
binding, enforceable, and in full force and effect; (B) the Partnership, 
the Partner, nor any other party to the policy is in breach or default 
(including with respect to the payment of premiums or the giving of 
notices), and no event has occurred which, with notice or the lapse of 
time, would constitute such a breach or default, or permit termination, 
modification, or acceleration, under the policy; and (C) no party to the 
policy has repudiated any provision thereof.  The Partnership and each of 
the Partners has been covered during the past five (5) years by insurance 
in scope and amount customary and reasonable for the businesses in which it 
has engaged during the aforementioned period.  Paragraph 4(o) of the 
Seller's Disclosure Letter describes any self-insurance arrangements 
affecting the Partnership or the Partners.

     (p)  Litigation.  Section 4(p) of the Seller's Disclosure Letter sets 
forth each instance in which the Partnership or any Partner (i) is subject 
to any outstanding injunction, judgment, order, decree, ruling, or charge 
or (ii) is a party or is threatened to be made a party to any action, suit, 
proceeding, hearing, or investigation of, in, or before any court or quasi-
judicial or administrative agency of any federal, state, local, or foreign 
jurisdiction or before any arbitrator.  None of the actions, suits, 
proceedings, hearings, and investigations set forth in Section 4(p) of the 
Seller's Disclosure Letter could result in any material adverse change in 
the business, financial condition, operations, results of operations, or 
future prospects of the Partnership or the medical practice to be conducted 
by the Partners following the Closing.  Each of the Partners has no reason 
to believe that any such action, suit, proceeding, hearing, or 
investigation may be brought or threatened against the Partnership or any 
Partner. 

     (q)  Employees.  To the Knowledge of each of the Partners, no 
executive, key employee, or group of employees has any plans to terminate 
employment with the Partnership.  The Partnership is not a party to or 
bound by any collective bargaining agreement, nor has it experienced any 
strikes, grievances, claims of unfair labor practices, or other collective 
bargaining disputes.  The Partnership has not committed any unfair labor 
practice.  Each of the Partners has no Knowledge of any organizational 
effort presently being made or threatened by or on behalf of any labor 
union with respect to employees of the Partnership.  Except as described in 
paragraph 4(q) of the Seller's Disclosure Letter, each of the Partners has 
no knowledge of any disciplinary or other proceeding alleging professional 
misconduct or misfeasance against any employee of the Partnership. 

     (r)  Employee Benefits.

          (i) Paragraph 4(r) of the Seller's Disclosure Letter lists each 
Employee Benefit Plan that the Partnership maintains or to which the 
Partnership contributes.

               (A) Each such Employee Benefit Plan (and each related trust, 
insurance contract, or fund) complies in form and in operation in all 
respects with the applicable requirements of ERISA, the Code, and other 
applicable laws.

               (B) All required reports and descriptions (including Form 
5500 Annual Reports, Summary Annual Reports, PBGC-1's, and Summary Plan 
Descriptions) have been filed or distributed appropriately with respect to 
each such Employee Benefit Plan.  The requirements of Part 6 of Subtitle B 
of Title I of ERISA and of Code Sec. 4980B have been met with respect to 
each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.

               (C) All contributions (including all employer contributions 
and employee salary reduction contributions) which are due have been paid 
to each such Employee Benefit Plan which is an Employee Pension Benefit 
Plan and all contributions for any period ending on or before the Closing 
Date which are not yet due have been paid to each such Employee Pension 
Benefit Plan or accrued in accordance with the past custom and practice of 
the Partnership.  All premiums or other payments for all periods ending on 
or before the Closing Date have been paid with respect to each such 
Employee Benefit Plan which is an Employee Welfare Benefit Plan.

               (D) Each such Employee Benefit Plan which is an Employee 
Pension Benefit Plan meets the requirements of a "qualified plan" under 
Code Sec. 401(a) and has received, within the last two years, a favorable 
determination letter from the Internal Revenue Service.

               (E) The market value of assets under each such Employee 
Benefit Plan which is an Employee Pension Benefit Plan (other than any 
Multiemployer Plan) equals or exceeds the present value of all vested and 
nonvested Liabilities thereunder determined in accordance with PBGC 
methods, factors, and assumptions applicable to an Employee Pension Benefit 
Plan terminating on the date for determination.

               (F) The Partners have delivered to the Purchaser correct and 
complete copies of the plan documents and summary plan descriptions, the 
most recent determination letter received from the Internal Revenue 
Service, the most recent Form 5500 Annual Report, and all related trust 
agreements, insurance contracts, and other funding agreements which 
implement each such Employee Benefit Plan.

          (ii) With respect to each Employee Benefit Plan that the 
Partnership maintains or ever has maintained or to which it contributes, 
ever has contributed, or ever has been required to contribute:

               (A)  No such Employee Benefit Plan which is in Employee 
Pension Benefit Plan (other than any Multiemployer Plan) has been 
completely or partially terminated or been the subject of a Reportable 
Event as to which notices would be required to be filed with the PBGC. No 
proceeding by the PBGC to terminate any such Employee Pension Benefit Plan 
(other than any Multiemployer Plan) has been instituted or threatened.

               (B)  There have been no Prohibited Transactions with respect 
to any such Employee Benefit Plan.  No Fiduciary has any Liability for 
breach of fiduciary duty or any other failure to act or comply in 
connection with the administration or investment of the assets of any such 
Employee Benefit Plan.  No action, suit, proceeding, hearing, or 
investigation with respect to the administration or the investment of the 
assets of any such Employee Benefit Plan (other than routine claims for 
benefits) is pending or threatened.  Each of the Partners has no Knowledge 
of any Basis for any such action, suit, proceeding, hearing, or 
investigation.

               (C)  The Partnership has not incurred, and neither the 
Partnership nor the Partners (and employees with responsibility for 
employee benefits matters) of the Partnership has any reason to expect that 
the Partnership will incur, any Liability to the PBGC (other than PBGC 
premium payments) or otherwise under Title IV of ERISA (including any 
withdrawal Liability) or under the Code with respect to any such Employee 
Benefit Plan which is an Employee Pension Benefit Plan.

          (iii) The Partnership does not contribute to, has never 
contributed to, or has not been required to contribute to any Multiemployer 
Plan or has any Liability (including withdrawal Liability) under any 
Multiemployer Plan.

          (iv) The Partnership does not maintain or has never maintained or 
contributes, ever has contributed, or has not been required to contribute 
to any Employee Welfare Benefit Plan providing medical, health, or life 
insurance or other welfare-type benefits for current or future retired or 
terminated employees, their spouses, or their dependents (other than in 
accordance with Code Section 4980B).

     (s)  Guaranties.  The Partnership is not a guarantor or is not 
otherwise liable for any Liability or obligation (including indebtedness) 
of any other Person.

     (t)  Environment, Health, and Safety.  To the best of the Partners' 
knowledge:

          (i)  Each of the Partnership and its predecessors and Affiliates 
has complied with all Environmental, Health, and Safety Laws, and no 
action, suit, proceeding, hearing, investigation, charge, complaint, claim, 
demand, or notice has been filed or commenced against any of them alleging 
any failure so to comply.  Without limiting the generality of the preceding 
sentence, each of the Partnership and its predecessors and Affiliates has 
obtained and been in compliance with all of the terms and conditions of all 
permits, licenses, and other authorizations which are required under, and 
has complied with all other limitations, restrictions, conditions, 
standards, prohibitions, requirements, obligations, schedules, and 
timetables which are contained in, all Environmental, Health, and Safety 
Laws.

          (ii)  The Partnership has no Liability (and none of the 
Partnership and its predecessors and Affiliates has handled or disposed of 
any substance, arranged for the disposal of any substance, exposed any 
employee or other individual to any substance or condition, or owned or 
operated any property or facility in any manner that could form the Basis 
for any present or future action, suit, proceeding, hearing, investigation, 
charge, complaint, claim, or demand against the Partnership giving rise to 
any Liability) for damage to any site, location, or body of water (surface 
or subsurface), for any illness of or personal injury to any employee or 
other individual, or for any reason under any Environmental, Health, and 
Safety Law.

          (iii)  All properties and equipment used in the business of the 
Partnership and its predecessors and Affiliates have been free of asbestos, 
PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, 
dioxins, dibenzofurans, and Extremely Hazardous Substances.

     (u)  Healthcare Compliance.  Neither the Partnership nor any Partner 
or other physician associated with or employed by the Partnership has 
received payment or any remuneration whatsoever to induce or encourage the 
referral of patients or the purchase of goods and/or services as prohibited 
under 42 U.S.C. e 1320a-7b(b), or otherwise perpetrated any Medicare or 
Medicaid fraud or abuse nor has any fraud or abuse been alleged within the 
last five (5) years by any government agency.  The Partnership (and/or each 
Partner or other physician employed thereby) is participating in or is 
otherwise authorized to receive reimbursement from or is a party to 
Medicare, Medicaid, and other third-party payor programs.  All necessary 
certifications and contracts required for participation in such programs 
are in full force and effect and have not been amended or otherwise 
modified, rescinded, revoked or assigned and no condition exists or event 
has occurred which in itself or with the giving of notice or the lapse of 
time or both would result in the suspension, revocation, impairment, 
forfeiture or non-renewal of any such third party payor program.  The 
Partnership is in full compliance with the requirements of all such third 
party payor programs applicable thereto.

     (v)  Fraud and Abuse.  The Partnership and persons and entities 
providing professional services for the Partnership have not engaged in any 
activities which are prohibited under 42 U.S.C. e 1320a-7b, or the 
regulations promulgated thereunder pursuant to such statutes, or related 
state or local statutes or regulations, or which are prohibited by rules of 
professional conduct, including but not limited to the following:  

          (i) knowingly and willfully making or causing to be made a false 
statement or representation of a material fact in any application for any 
benefit or payment; 

          (ii) knowingly and willfully making or causing to be made any 
false statement or representation of a material fact for use in determining 
rights to any benefit or payment; 

          (iii) failing to disclose knowledge by a claimant of the 
occurrence of any event affecting the initial or continued right to any 
benefit or payment on its own behalf or on behalf of another, with intent 
to fraudulently secure such benefit or payment; and 

          (iv) knowingly and willfully soliciting or receiving any 
remuneration (including any kickback, bribe, or rebate), directly or 
indirectly, overtly or covertly, in cash or in kind or offering to pay or 
receive such remuneration (A) in return for referring an individual to a 
person for the furnishing or arranging for the furnishing or any item or 
service for which payment may be made in whole or in part by Medicare or 
Medicaid, or (B) in return for purchasing, leasing, or ordering or 
arranging for or recommending purchasing, leasing, or ordering any good, 
facility, service or item for which payment may be made in whole or in part 
by Medicare or Medicaid.

     (w)  Facility Compliance.  The Partnership is duly licensed, and the 
Partnership and its clinics, offices and facilities are lawfully operated 
in accordance with the requirements of all applicable law and has all 
necessary authorizations for the use and operation, all of which are in 
full force and effect.  There are no outstanding notices of deficiencies 
relating to the Partnership issued by any governmental authority or third 
party payor requiring conformity or compliance with any applicable law or 
condition for participation of such governmental authority or third party 
payor, and after reasonable and independent inquiry and due diligence and 
investigation, none of the Partners has received notice of and has no 
Knowledge of or reason to believe that such necessary authorizations may be 
revoked or not renewed in the ordinary course.

     (x)  Rates and Reimbursement Policies.  The Partnership has no rate 
appeal currently pending before any governmental authority or any 
administrator of any third party payor program.  

     (y)  Disclosure.  The representations and warranties contained in this 
Section 4 and in the Seller's Disclosure Letter do not contain any untrue 
statement of a fact or omit to state any fact necessary in order to make 
the statements and information contained in this Section 4 or the Seller's 
Disclosure Letter not misleading in any material respect.

     5.  Post-Closing Covenants.  The Parties agree as follows with respect 
to the period following the Closing.

     (a)  General.  In case at any time after the Closing any further 
action is necessary to carry out the purposes of this Agreement, each of 
the Parties will take such further action (including the execution and 
delivery of such further instruments and documents) as any other Party may 
reasonably request, all at the sole cost and expense of the requesting 
Party (unless the requesting Party is entitled to indemnification therefor 
under Section 8 below).  Each of the Partners acknowledges and agrees that 
from and after the Closing the Purchaser will be entitled to possession of 
all documents, books, records (including Tax records), agreements, and 
financial data of any sort relating to the Partnership.  The Partners will 
be afforded access to such documents, books, records, agreements and 
financial data for inspection and copying during ordinary business hours.

     (b)  Litigation Support.  In the event and for so long as any Party 
actively is contesting or defending against any action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand in connection 
with (i) any transaction contemplated under this Agreement or (ii) any 
fact, situation, circumstance, status, condition, activity, practice, plan, 
occurrence, event, incident, action, failure to act, or transaction on or 
prior to the Closing Date involving the Partnership, each of the other 
Parties will cooperate with him or it and his or its counsel in the contest 
or defense, make available their personnel, and provide such testimony and 
access to their books and records as shall be necessary in connection with 
the contest or defense, all at the sole cost and expense of the contesting 
or defending Party (unless the contesting or defending Party is entitled to 
indemnification therefor under Section 8 below).

     (c)  Transition.  The Partners will not take any action that is 
designed or intended to have the effect of discouraging any lessor, 
licensor, supplier, or other business associate of the Partnership from 
maintaining the same business relationships with the Purchaser after the 
Closing as it maintained with the Partnership prior to the Closing.  The 
Partners will refer all inquiries relating to the businesses of the 
Partnership to the Purchaser from and after the Closing.

     (d)  Employees.  The Partnership shall continue to employ, at 
substantially the same pay rates and benefit levels as paid or delivered by 
the Partnership, the persons listed on Exhibit 5(d) attached hereto.

     (e)  Amendment of Partnership Agreement.  The Partners will cause the 
general partnership agreement to be amended removing the Partners and 
adding the Purchaser as the new partner of the Partnership.

     6.  Conditions Precedent to Obligation to Close.

     (a)  Conditions to Obligation of the Purchaser.  The obligation of the 
Purchaser to consummate the transactions to be performed by it in 
connection with the Closing is subject to satisfaction of the following 
conditions:

          (i) the representations and warranties set forth in Section 3(a) 
and Section 4 above shall be true and correct in all material respects at 
and as of the Closing Date;

          (ii) the Partners shall have performed and complied with all of 
the covenants hereunder in all material respects through the Closing;

          (iii) the Partners shall have given such notices to persons, 
governments and governmental agencies and shall have procured from third 
parties all consents to consummation of the transactions contemplated 
hereby that may be required  by law or the terms of any contract to which 
the Partnership or any Partner may be subject or that the Purchaser may 
reasonably request in connection with the transactions contemplated hereby.

          (iv) no action, suit, or proceeding shall be pending or 
threatened before any court or quasi-judicial or administrative agency of 
any federal, state, local, or foreign jurisdiction or before any arbitrator 
wherein an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (A) prevent consummation of any of the transactions 
contemplated by this Agreement, (B) cause any of the transactions 
contemplated by this Agreement to be rescinded following consummation, (C) 
affect adversely the right of the Purchaser to acquire Partnership 
Interests and own and operate the Partnership and enter into the Service 
Agreement, or (D) affect adversely the right of the Partnership to own its 
assets and to operate its businesses (and no such injunction, judgment, 
order, decree, ruling, or charge shall be in effect);

          (v) each of the Partners shall have delivered to the Purchaser a 
certificate to the effect that each of the conditions specified above in 
Section 6(a)(i)-(iv) is satisfied in all respects;

          (vi) the Purchaser shall have received from Bernstein, Stair & 
McAdams, counsel to the Partners, an opinion as to matters customarily 
addressed in opinions of counsel in transactions such as that described 
herein, which opinion shall be in form and substance reasonably acceptable 
to the Purchaser and its counsel;

          (vii) the Partners and Knoxville Hematology-Oncology Associates, 
P.L.L.C. (the "Continuing Practice") shall have executed and delivered to 
the Purchaser the Service Agreement in substantially the form set forth as 
Exhibit 6(a)(vii) hereof;

          (viii)  the Purchaser shall have received an opinion from 
Tennessee counsel reasonably satisfactory to the Purchaser that the Service 
Agreement is the legal, valid and binding obligation of the Partners and 
the Continuing Practice, enforceable according to its terms (subject to 
standard bankruptcy, insolvency and principles of equity exceptions) and 
that the performance of the Service Agreement by the Purchaser, the 
Partners and the Continuing Practice will not violate any statute, 
regulation, official interpretation, order, decree or other law of the 
state of Tennessee;

           (ix)  each Partner shall have executed an employment contract 
with the Continuing Practice in substantially the form set forth as Exhibit 
6(a)(x) hereto; and

          (x)  all actions to be taken by each of the Partners and the 
Partnership in connection with consummation of the transactions 
contemplated hereby and all certificates, opinion, instruments, and other 
documents required to effect the transactions contemplated hereby will be 
satisfactory in form and substance to the Purchaser.

The Purchaser may waive any condition specified in this Section 6(a) if it 
executes a writing so stating at or prior to the Closing.

     (b)  Conditions to Obligation of the Partners.  The obligation of the 
Partners to consummate the transactions to be performed by them in 
connection with the Closing is subject to satisfaction of the following 
conditions:

          (i) the representations and warranties set forth in Section 3(b) 
above shall be true and correct in all material respects at and as of the 
Closing Date;

          (ii) the Purchaser shall have performed and complied with all of 
its covenants hereunder in all material respects through the Closing;

          (iii) no action, suit, or proceeding shall be pending or 
threatened before any court or quasi-judicial or administrative agency of 
any federal, state, local, or foreign jurisdiction or before any arbitrator 
wherein an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (A) prevent consummation of any of the transactions 
contemplated by this Agreement or (B) cause any of the transactions 
contemplated by this Agreement to be rescinded following consummation (and 
no such injunction, judgment, order, decree, ruling, or charge shall be in 
effect);

          (iv) the Purchaser shall have delivered to the Partners a 
certificate to the effect that each of the conditions specified above in 
Section 6(b)(i)-(iii) is satisfied in all respects;

          (v) the Partners shall have received an opinion from Baker, 
Donelson, Bearman & Caldwell that the performance of the Service Agreement 
by the Purchaser, the Partners and the Continuing Practice will not violate 
any statute, regulation, official interpretation, order, decree or other 
law of the United States of America; and

          (vi) all actions to be taken by the Purchaser in connection with 
consummation of the transactions contemplated hereby and all certificates, 
instruments, and other documents required to effect the transactions 
contemplated hereby will be reasonably satisfactory in form and substance 
to the Partners.

The Partners may waive any condition specified in this Section 6(b) if they 
execute a writing so stating at or prior to the Closing.

     7.  Deliveries at Closing.

     (a)  Documents to be Delivered by the Purchaser.  At the Closing, the 
Purchaser shall deliver the following instruments and documents to the 
Partners or other appropriate party:

          (i)  a certified or cashier's check or wire transfer equal to the 
amount of cash deliverable by the Purchaser pursuant to Section 2(b);

          (ii)  the Response Note, payable to the order of Allan M. 
Grossman, M.D.;
          (iii) the Warrant;

          (iv)  the certificate described in Section 6(b)(iv) above; 

          (v)  the opinion described in Section 6(b)(v) above; and

          (vi)  such other documents as the Partners may reasonably request 
to affect the transactions contemplated by this Agreement.

     (b)  Documents to be Delivered by the Partners.  At the Closing, the 
Partners shall deliver the following instruments and documents to the 
Purchaser:

          (i)  all consents necessary regarding the transaction 
contemplated by this Agreement;

          (ii)  the opinion of counsel to the Partnership, in a form 
reasonably satisfactory to the Purchaser's counsel, required by Section 
6(a)(vi) above; 

          (iii)  the opinion, in a form reasonably acceptable to the 
Purchaser's counsel, required by Section 6(a)(viii) above;

          (iv)  the Certificate described in Section 6(a)(v) above;

          (v)  the Service Agreement, duly executed by the Partners and any 
entity in which they shall conduct a medical practice after Closing; and

          (vi)  such other documents as may be required or as the Purchaser 
may reasonably request to affect the transactions contemplated by this 
Agreement.
 
     8.  Remedies for Breaches of This Agreement.

     (a)  Survival of Representations and Warranties.  All of the 
representations and warranties of the Parties contained in this Agreement 
shall survive the Closing hereunder (even if the damaged Party knew or had 
reason to know of any misrepresentation or breach of warranty at the time 
of Closing) and continue in full force and effect for a period of two (2) 
years (subject to any applicable statutes of limitations).

     (b)  Indemnification Provisions for Benefit of the Purchaser.  In the 
event any of the Partners breaches (or in the event any third party alleges 
facts that, if true, would mean a Partner has breached) any of the 
representations, warranties, and covenants contained herein and, provided 
that the Purchaser makes a written claim for indemnification against the 
Partners pursuant to Section 8(c)(i) below, then each of the Partners, 
jointly and severally, agree to indemnify the Purchaser from and against 
the entirety of any Adverse Consequences the Purchaser may suffer through 
and after the date of the claim for indemnification (including any Adverse 
Consequences the Purchaser may suffer after the end of any applicable 
survival period, provided that the Purchaser shall have made a reasonable 
claim for indemnification hereunder prior to the end of such survival 
period) resulting from, arising out of, relating to, in the nature of, or 
caused by the breach (or the alleged breach) or otherwise.

     (c)  Matters Involving Third Parties.

          (i) If any third party shall notify the Purchaser with respect to 
any matter (a "Third Party Claim") which may give rise to a claim for 
indemnification under this Section 8, then the Purchaser shall promptly 
notify the Partners thereof in writing; provided, however, that no delay on 
the part of the Purchaser in notifying the Partners shall relieve the 
indemnitor from any obligation hereunder unless (and then solely to the 
extent) the indemnitor thereby is prejudiced.

          (ii) The Partners will have the right to defend the Purchaser 
against the Third Party Claim with counsel of their choice reasonably 
satisfactory to the Purchaser so long as (A) the Partners indemnify the 
Purchaser in accordance with this Section 8.  

          (iii) So long as the Partners are conducting the defense of the 
Third Party Claim in accordance with Section 8(c)(ii) above, (A) the 
Purchaser may retain separate co-counsel at its sole cost and expense and 
participate in the defense of the Third Party Claim, (B) the Purchaser will 
not consent to the entry of any judgment or enter into any settlement with 
respect to the Third Party Claim without the prior written consent of the 
Partners (not to be withheld unreasonably), and (C) the Partners will not 
consent to the entry of any judgment or enter into any settlement with 
respect to the Third Party Claim without the prior written consent of the 
Purchaser.

          (iv) In the event any of the conditions in Section 8(c)(ii) above 
is or becomes unsatisfied, however, (A) the Purchaser may defend against, 
and consent to the entry of any judgment or enter into any settlement with 
respect to, the Third Party Claim in any manner it may deem appropriate 
(and the Purchaser need not consult with, or obtain any consent from, the 
Partners in connection therewith), (B) the Partners will reimburse the 
Purchaser promptly and periodically for the costs of defending against the 
Third Party Claim (including attorneys' fees and expenses), and (C) the 
Partners will remain responsible for any Adverse Consequences the Purchaser 
may suffer resulting from, arising out of, relating to, in the nature of, 
or caused by the Third Party Claim to the fullest extent provided in this 
Section 8.

     (d)  Determination of Adverse Consequences.  The Parties shall take 
into account the time cost of money (using the Applicable Rate as the 
discount rate) in determining Adverse Consequences for purposes of this 
Section 8.  All indemnification payments under this Section 8 shall be 
deemed adjustments to the Purchase Price.

     (e)  Recoupment Under the Response Note.  If and only to the extent 
that the Partners shall not have satisfied any indemnification obligation 
pursuant hereto within ninety (90) days after the Purchaser shall have made 
written demand therefor, the Purchaser shall have the option of recouping 
all or any part of any Adverse Consequences it shall have suffered by 
notifying the Partners that the Purchaser is reducing the principal amount 
outstanding under the Response Note held by the Partners.  This shall 
affect the timing and amount of payments required under the Response Note 
in the same manner as if the Purchaser had made a permitted prepayment 
(without premium or penalty) thereunder.

     (f)  Other Indemnification Provisions.  The foregoing indemnification 
provisions are in addition to, and not in derogation of, any statutory, 
equitable, or common law remedy any Party may have for breach of 
representation, warranty, or covenant.  

     9.  Termination.

     (a)  Termination of Agreement.  Certain of the Parties may terminate 
this Agreement as provided below:

          (i) the Purchaser and the Partners may terminate this Agreement 
by mutual written consent at any time prior to the Closing;
          (ii) the Purchaser may terminate this Agreement by giving written 
notice to the Partners at any time prior to the Closing (A) in the event 
any of the Partners has breached any material representation, warranty, or 
covenant contained in this Agreement in any material respect, the Purchaser 
has notified the Partners of the breach, and the breach has continued 
without cure for a period of 10 days after the notice of breach or (B) if 
the Closing shall not have occurred on or before June 30, 1996, by reason 
of the failure of any condition precedent under Section 6(a) hereof (unless 
the failure results primarily from the Purchaser itself breaching any 
representation, warranty, or covenant contained in this Agreement); and

          (iii) the Partners may terminate this Agreement by giving written 
notice to the Purchaser at any time prior to the Closing (A) in the event 
the Purchaser has breached any material representation, warranty, or 
covenant contained in this Agreement in any material respect, the Partners 
have notified the Purchaser of the breach, and the breach has continued 
without cure for a period of 10 days after the notice of breach or (B) if 
the Closing shall not have occurred on or before June 30, 1996 by reason of 
the failure of any condition precedent under Section 6(b) hereof (unless 
the failure results primarily from any of the Partners themselves breaching 
any representation, warranty, or covenant contained in this Agreement).

     (b)  Effect of Termination.  If any Party terminates this Agreement 
pursuant to Section 9(a) above, all rights and obligations of the Parties 
hereunder shall terminate without any Liability of any Party to any other 
Party (except for any Liability of any Party then in breach).

     10.  Miscellaneous.

     (a)  Press Releases and Public Announcements.  No Party shall issue 
any press release or make any public announcement relating to the subject 
matter of this Agreement without the prior written approval of the 
Purchaser and the Partners; provided, however, that any Party may make any 
public disclosure it believes in good faith is required by applicable law 
or any listing or trading agreement concerning its publicly-traded 
securities (in which case the disclosing Party will use its best efforts to 
advise the other Parties prior to making the disclosure).

     (b)  No Third-Party Beneficiaries.  This Agreement shall not confer 
any rights or remedies upon any Person other than the Parties and their 
respective successors and permitted assigns.

     (c)  Entire Agreement.  This Agreement (including the documents 
referred to herein) constitutes the entire agreement among the Parties and 
supersedes any prior understandings, agreements, or representations by or 
among the Parties, written or oral, to the extent they related in any way 
to the subject matter hereof.

     (d)  Succession and Assignment.  This Agreement shall be binding upon 
and inure to the benefit of the Parties named herein and their respective 
successors and permitted assigns.  No Party may assign either this 
Agreement or any of his or its rights, interests, or obligations hereunder 
without the prior written approval of the Purchaser and the Partners; 
provided, however, that the Purchaser may (i) assign any or all of its 
rights and interests hereunder to one or more of its Affiliates and (ii) 
designate one or more of its Affiliates to perform its obligations 
hereunder (in any or all of which cases the Purchaser nonetheless shall 
remain responsible for the performance of all of its obligations 
hereunder).

     (e)  Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original but all of which 
together will constitute one and the same instrument.

     (f)  Headings.  The section headings contained in this Agreement are 
inserted for convenience only and shall not affect in any way the meaning 
or interpretation of this Agreement.

     (g)  Notices.  All notices, requests, demands, claims, and other 
communications hereunder will be in writing.  Any notice, request, demand, 
claim, or other communication hereunder shall be deemed duly given if (and 
then two business days after) it is sent by registered or certified mail, 
return receipt requested, postage prepaid, and addressed to the intended 
recipient as set forth below:

     If to the Partners:                              Copy to:

     Knoxville Hematology Oncology Associates          James W. Parris, 
Esq.
     1114 Weisgarber Road, #E                    Bernstein, Stair & McAdams
     Knoxville, Tennessee 37909-2648               530 South Gay Street, 
Suite 600
                                        Knoxville, Tennessee 38902


     If to the Purchaser:        Copy to:

     Daryl P. Johnson            John A. Good, Esq.
     Response Oncology, Inc.     Executive Vice President - General Counsel
     1775 Moriah Woods Blvd.     Response Oncology, Inc.
     Memphis, Tennessee 38117    1775 Moriah Woods Blvd.
                                 Memphis, TN 38117


Any Party may send any notice, request, demand, claim, or other 
communication hereunder to the intended recipient at the address set forth 
above using any other means (including personal delivery, expedited 
courier, messenger service, telecopy, telex, ordinary mail, or electronic 
mail), but no such notice, request, demand, claim, or other communication 
shall be deemed to have been duly given unless and until it actually is 
received by the intended recipient.  Any Party may change the address to 
which notices, requests, demands, claims, and other communications 
hereunder are to be delivered by giving the other Parties notice in the 
manner herein set forth.

     (h)  Governing Law.  This Agreement shall be governed by and construed 
in accordance with the domestic laws of the State of Tennessee without 
giving effect to any choice or conflict of law provision or rule (whether 
of the State of Tennessee or any other jurisdiction) that would cause the 
application of the laws of any jurisdiction other than the State of 
Tennessee.

     (i)  Amendments and Waivers.  No amendment of any provision of this 
Agreement shall be valid unless the same shall be in writing and signed by 
the Purchaser and the Partners.  No waiver by any Party of any default, 
misrepresentation, or breach of warranty or covenant hereunder, whether 
intentional or not, shall be deemed to extend to any prior or subsequent 
default, misrepresentation, or breach of warranty or covenant hereunder or 
affect in any way any rights arising by virtue of any prior or subsequent 
such occurrence.

     (j)  Severability.  Any term or provision of this Agreement that is 
invalid or unenforceable in any situation in any jurisdiction shall not 
affect the validity or enforceability of the remaining terms and provisions 
hereof or the validity or enforceability of the offending term or provision 
in any other situation or in any other jurisdiction.

     (k)  Expenses.  Each of the Parties will bear his or its own costs and 
expenses (including legal fees and expenses) incurred in connection with 
this Agreement and the transactions contemplated hereby.

     (l)  Construction.  The Parties have participated jointly in the 
negotiation and drafting of this Agreement.  In the event an ambiguity or 
question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the Parties and no presumption or burden 
of proof shall arise favoring or disfavoring any Party by virtue of the 
authorship of any of the provisions of this Agreement.  Any reference to 
any federal, state, local, or foreign statute or law shall be deemed also 
to refer to all rules and regulations promulgated thereunder, unless the 
context requires otherwise.  The word "including" shall mean including 
without limitation.  The Parties intend that each representation, warranty, 
and covenant contained herein shall have independent significance.  If any 
Party has breached any representation, warranty, or covenant contained 
herein in any respect, the fact that there exists another representation, 
warranty, or covenant relating to the same subject matter (regardless of 
the relative levels of specificity) which the Party has not breached shall 
not detract from or mitigate the fact that the Party is in breach of the 
first representation, warranty, or covenant.

     (m)  Incorporation of Exhibits and Schedules.  The Exhibits and 
Schedules identified in this Agreement are incorporated herein by reference 
and made a part hereof.

     (n)  Specific Performance.  Each of the Parties acknowledges and 
agrees that the other Parties would be damaged irreparably in the event any 
of the provisions of this Agreement are not performed in accordance with 
their  specific terms or otherwise are breached.  Accordingly, each of the 
Parties agrees that the other Parties shall be entitled to an injunction or 
injunctions to prevent breaches of the provisions of this Agreement and to 
enforce specifically this Agreement and the terms and provisions hereof in 
any action instituted in any court of the United States or any state 
thereof having jurisdiction over the Parties and the matter, in addition to 
any other remedy to which they may be entitled, at law or in equity.

     (o)  Submission to Jurisdiction.  Each of the Parties submits to the 
jurisdiction of any state or federal court sitting in Knoxville, Knox 
County, Tennessee in any action or proceeding arising out of or relating to 
this Agreement and agrees that all claims in respect of the action or 
proceeding may be heard and determined in any such court.  Each Party also 
agrees not to bring any action or proceeding arising out of or relating to 
this Agreement in any other court.  Each of the Parties waives any defense 
of inconvenient forum to the maintenance of any action or proceeding so 
brought and waives any bond, surety, or other security that might be 
required of any other Party with respect thereto.  Nothing in this Section 
11(p), however, shall affect the right of any Party to bring any action or 
proceeding arising out of or relating to this Agreement in any other court 
or to serve legal process in any other manner permitted by law or at 
equity.  Each Party agrees that a final judgment in any action or 
proceeding so brought shall be conclusive and may be enforced by suit on 
the judgment or in any other manner provided by law or at equity.

 *   *   *   *   *

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on 
[as of] the date first above written.


                              PURCHASER:

                              Response Oncology, Inc.


                              By:
                              Title:


                              Knoxville Hematology Oncology Associates


                              By:
                              Title:
                              
                              Partners:


                              
                              Peter W. Carter, M.D.


                              
                              Albert S.C. Ebenezer, M.D.


                              
                              Jerry M. Foster, M.D.


                              
                              Allan M. Grossman, M.D.




Exhibit 2(a)(ii)

Assumed Liabilities




Exhibit 2(b)(i)
to
Purchase and Sale Agreement


NON-NEGOTIABLE PROMISSORY NOTE

$150,000.00                                        Knoxville, Tennessee
                                                   April 12, 1996


     FOR VALUE RECEIVED, the undersigned, RESPONSE ONCOLOGY, INC., a 
Tennessee corporation (the "Maker"), promises to pay to the order of ALLAN 
M. GROSSMAN, M.D., (the "Lender"), the principal sum of ONE HUNDRED FIFTY 
THOUSAND DOLLARS ($150,000.00), together with interest from date until 
maturity at the rate of five (5%) percent per annum from date until 
Maturity (hereinafter defined).  Interest shall be payable on the unpaid 
principal balance hereof, in arrears, at Maturity.  The principal amount of 
this note shall be payable in full on April 12, 1997 ("Maturity").

     This Note may be prepaid in whole or in part prior to Maturity upon 
sixty (60) days advance written notice given by the Maker to the Lender.  
Any partial prepayment of principal shall, however, not have the effect of 
suspending or deferring the payments provided for herein, but the same 
shall continue to be due and payable on each due date subsequent to any 
such partial prepayment of the principal and shall operate to effect full 
payment of the principal at an earlier date.

     At the option of the Lender, exercisable not later than ten (10) days 
prior to any payment of principal (including any prepayment) or interest on 
this Note, such payment shall be paid in whole or in part in whole shares 
of common stock of the Maker, $.01 par value per share (the "Shares").  For 
purposes of this paragraph, the number of whole Shares to which the Lender 
shall be entitled upon exercise of the option provided hereunder shall be 
determined by dividing the amount of principal and interest to be paid in 
Shares by the Maker by $11.75, which price shall be adjusted for stock 
splits, stock dividends, reverse stock splits, recapitalizations, 
reorganizations and other changes in the capital structure of the Maker 
affecting the value of the Shares.  No fractional Shares shall be issued by 
the Maker, and the Lender shall be paid cash in lieu of such fractional 
Shares in an amount equal to the fractional Share to which the Lender would 
otherwise be entitled times the conversion price stated above. 

     Any amounts not paid when due hereunder (whether by acceleration or 
otherwise) shall bear interest after maturity at the lesser of (a) eighteen 
percent (18%) per annum or (b) the maximum effective contract rate which 
may be charged by the Lender under applicable law from time to time in 
effect.

     In the event that the foregoing provisions should be construed by a 
court of competent jurisdiction not to constitute a valid, enforceable 
designation of a rate of interest or method of determining same, the 
indebtedness hereby evidenced shall bear interest at the maximum effective 
contract rate which may be charged by the Lender under applicable law from 
time to time in effect.

     This Note is non-negotiable.

     Notwithstanding anything to the contrary, the payments required 
pursuant to this Note are subject to a right of offset, setoff, and 
recoupment as a result of any indemnification required pursuant to the 
provisions of that certain Purchase and Sale Agreement by and between 
Lender and Maker dated as of April 12, 1996.

     Subject to the Lender's option to require any payment of principal and 
interest to be made in the form of Shares as hereinabove provided, all 
installments of interest, and the principal hereof, are payable by Maker's 
corporate check at ______________________________ or at such other place as 
the holder may designate in writing, in lawful money of the United States 
of America, which shall be legal tender in payment of all debts and dues, 
public and private, at the time of payment.

     If the Maker shall fail to make payment of any installment of 
principal and interest, as above provided, and such failure shall continue 
unremedied for a period of thirty (30) days following written notice 
thereof, or upon the dissolution of the Maker or any endorser, and (if 
there is a cure period applicable thereto) such default is not cured within 
such applicable cure period, then and in any such event, the entire unpaid 
principal balance of the indebtedness evidenced hereby, together with all 
interest then accrued, shall, at the absolute option of the holder hereof, 
at once become due and payable, without demand or notice, the same being 
hereby expressly waived.

     If this Note is placed in the hands of an attorney for collection, by 
suit or otherwise, the Maker shall pay on demand all costs of collection 
and litigation (including court costs), together with a reasonable 
attorney's fee if Lender is successful in the litigation.

     It is the intention of the Lender and the Maker to comply strictly 
with applicable usury laws; and, accordingly, in no event and upon no 
contingency shall the holder hereof ever be entitled to receive, collect, 
or apply as interest any interest, fees, charges or other payments 
equivalent to interest, in excess of the maximum effective contract rate 
which the Lender may lawfully charge under applicable statutes and laws 
from time to time in effect; and in the event that the holder hereof ever 
receives, collects, or applies as interest any such excess, such amount 
which, but for this provision, would be excessive interest, shall be 
applied to the reduction of the principal amount of the indebtedness hereby 
evidenced; and if the principal amount of the indebtedness evidenced 
hereby, all lawful interest thereon and all lawful fees and charges in 
connection therewith, are paid in full, any remaining excess shall 
forthwith be paid to the Maker, or other party lawfully entitled thereto.  
All interest paid or agreed to be paid by the Maker shall, to the maximum 
extent permitted under applicable law, be amortized, prorated, allocated 
and spread throughout the full period until payment in full of the 
principal so that the interest hereon for such full period shall not exceed 
the maximum amount permitted by applicable law.  Any provision hereof, or 
of any other agreement between the holder hereof and the Maker, that 
operates to bind, obligate, or compel the Maker to pay interest in excess 
of such maximum effective contract rate shall be construed to require the 
payment of the maximum rate only.  The provisions of this paragraph shall 
be given precedence over any other provision contained herein or in any 
other agreement between the holder hereof and the Maker that is in conflict 
with the provisions of this paragraph.

     This Note shall be governed and construed according to the statutes 
and laws of the State of Tennessee from time to time in effect.

                                   RESPONSE ONCOLOGY, INC.

                                   By:     
                                   Title:





Exhibit 2(b)(ii)
to
Purchase and Sale Agreement

Certificate No. W-____

This Warrant has not been registered under the Securities Act of 1933 or 
any state securities law, has been acquired for investment only and may not 
be sold, transferred, assigned, pledged, hypothecated or otherwise disposed 
of unless it has been registered under the Securities Act of 1933 and any 
applicable state securities law, or the proposed transfer is exempt from 
the registration requirements of the Securities Act of 1933 and any 
applicable state securities law.




WARRANT TO PURCHASE COMMON STOCK  

OF

RESPONSE ONCOLOGY, INC. 




     This Warrant is granted as of April 12, 1996 by Response Oncology, 
Inc., a Tennessee corporation (the "Issuer"), which certifies that, for 
value received, the registered holder hereof, or its registered assigns 
(the registered holder or assigns are referred to herein as the "Holder"), 
is entitled to purchase from the Issuer, at any time and from time to time 
during the Exercise Period (as hereinafter defined) at the Exercise Price 
(as hereinafter defined) per share (as adjusted as herein provided), 20,000 
shares of common stock (the "Common Stock") of Response Oncology, Inc. 
(such number of shares of Common Stock purchasable upon the exercise of 
this Warrant to Purchase Common Stock, as adjusted from time to time 
pursuant to the provisions hereinafter set forth, are referred to in this 
Warrant as the "Warrant Shares").  This Warrant has been issued in 
connection with and as partial consideration for the acquisition (the 
"Purchase") by the Issuer of 100% of the Partnership Interests in Knoxville 
Hematology Oncology Associates (the "Partnership") from the partners of the 
Partnership (the "Partners") pursuant to that certain Purchase and Sale 
Agreement dated as of April 12, 1996 among the Issuer and the Partners of 
the Partnership.


VOID AFTER 5:00 P.M. MEMPHIS, TENNESSEE TIME, ON APRIL 11, 2001,
SUBJECT TO EARLIER TERMINATION AS HEREINAFTER SET FORTH



     This Warrant is subject to the following terms and conditions:

     1.  Exercise Period.  The period in which the Holder shall have the 
right to exercise this Warrant (the "Exercise Period") shall commence on 
the date that is one (1) year after the date hereof and shall terminate on 
(the "Termination Date") the earlier of (i) April 11, 2001, (ii) the 
occurrence of any merger, voluntary dissolution or other event pursuant to 
which the existence of the Issuer shall terminate, or (iii) upon the 
termination of that certain Service Agreement (the "Service Agreement") 
between the Issuer and Knoxville Hematology-Oncology Associates, P.L.L.C. 
(the "Provider") in accordance with its terms after occurrence of a 
Provider Event of Default (as defined in the Service Agreement).

     2.  Exercise Price.  The Exercise Price shall be equal to $11.75 per 
share.   The Exercise Price is subject to adjustment as provided in Section 
5 below.

     3.  Termination of Warrants.  The Warrants shall terminate on the 
Termination Date and shall not be exercisable thereafter.

     4.  Exercise of Warrants. (a) The Warrants may be exercised in whole 
or in part, at any time and from time to time, during the Exercise Period 
by surrendering this Warrant, with the purchase form provided for herein 
duly executed by the Holder or by the Holder's duly authorized attorney-in-
fact, at the principal office of the Issuer or at such other office in the 
United States as the Issuer may designate by notice in writing to the 
Holder (the "Issuer's Office") accompanied by payment of the Exercise Price 
in full, (i) in cash or by certified or cashier's check, payable to the 
order of the Issuer, (ii) by wire transfer in accordance with instructions 
provided by the Issuer, or (iii) by the Holder's delivery, in transferable 
form, of certificates representing the number of shares of the Issuer's 
Common Stock which, when valued at the last sale price on the Nasdaq Stock 
Market's National Market on the dated date of the purchase form, would be 
sufficient to satisfy the Exercise Price in full.  If fewer than all of the 
Warrants are exercised, the Issuer shall, upon each exercise prior to the 
expiration of the Exercise Period, execute and deliver to the Holder an 
amendment to this Warrant (dated the date hereof) evidencing the balance of 
the Warrants that remain exercisable.

     (b)  On the date of exercise of the Warrant, the Holder exercising the 
same shall be deemed to have become the holder of record for all purposes 
of the Warrant Shares to which the exercise relates.

     (c)  As soon as practicable, but not later than ten (10) days after 
the exercise of all or part of the Warrants, the Issuer shall, at the 
Issuer's expense (including the payment of any applicable issue taxes and 
the cost of any opinion of counsel required by the Issuer or its transfer 
agent), cause to be issued in the name of and delivered to the Holder a 
certificate or certificates evidencing the number of fully paid and 
nonassessable Warrant Shares to which the Holder shall be entitled upon 
such exercise.

     (d)  The Warrant Shares issued upon exercise of this Warrant will not 
be registered under the Securities Act of 1933, as amended (the "Act") or 
the securities laws of any state in reliance on exemptions from the 
registration requirements of the Act and such laws.  Accordingly, the 
Warrant Shares may be sold or otherwise transferred only upon (i) 
registration under the Act and qualification under applicable state 
securities laws, (ii) compliance with Rule 144 under the Act, or (iii) the 
Issuer's receipt of an opinion, at the Holder's expense, from counsel 
reasonably acceptable to the Issuer to the effect that any such sale or 
transfer will not violate the Act or any state law.  The Issuer will cause 
an appropriate legend to be placed on certificates representing the Warrant 
Shares to the foregoing effect.

     5.  Adjustments of Exercise Price, Number and Character of Warrant 
Shares, and Number of Warrants.  The Exercise Price, the number and kind of 
securities purchasable upon the exercise of each Warrant, and the number of 
Warrants outstanding shall be subject to adjustment from time to time upon 
the happening of the events enumerated in this Section 5.
     (a)  In case the Issuer shall at any time on or after the date hereof 
(i) pay a dividend in shares of Common Stock or other securities of the 
Issuer or make a distribution in shares of Common Stock or such other 
securities to holders of all its outstanding shares of Common Stock, (ii) 
subdivide or reclassify the outstanding shares of Common Stock into a 
greater number of shares, (iii) combine the outstanding shares of Common 
Stock into a smaller number of shares of Common Stock, or (iv) issue by 
reclassification of its shares of Common Stock other securities of the 
Issuer (including any such reclassification in connection with a 
consolidation or merger in which the Issuer is the continuing corporation), 
then the number and kind of Warrant Shares purchasable upon exercise of 
each Warrant outstanding immediately prior thereto shall be adjusted so 
that the Holder shall be entitled to receive the kind and number of shares 
of Common Stock or other securities of the Issuer which the Holder would 
have owned or have been entitled to receive after the happening of any of 
the events described above had such Warrant been exercised in full 
immediately prior to the earlier of the happening of such event or any 
record date in respect thereof.  In the event of any adjustment of the 
total number of shares of Common Stock purchasable upon the exercise of the 
then outstanding Warrants pursuant to this Section 5(a), the Exercise Price 
shall be adjusted to be the amount resulting from dividing the number of 
shares of Common Stock (including fractional shares of Common Stock) 
covered by such Warrant immediately after such adjustment into the total 
amount payable upon exercise of such Warrant in full immediately prior to 
such adjustment.  An adjustment made pursuant to this Section 5(a) shall 
become effective immediately after the effective date of such event 
retroactive to the record date for any such event.  Such adjustment shall 
be made successively whenever any event listed above shall occur.

     (b)  In case the Issuer shall at any time after the date hereof fix a 
record date for the issuance of rights, options, or warrants to all holders 
of its outstanding shares of Common Stock, entitling them (for a period 
expiring within forty-five (45) days after such record date) to subscribe 
for or purchase shares of Common Stock (or securities exchangeable for or 
convertible into shares of Common Stock) at a price per common share (or 
having an exchange or conversion price per common share, with respect to a 
security exchangeable for or convertible into shares of Common Stock) which 
is lower than the Exercise Price per common share on such record date, then 
the Exercise Price shall be adjusted by multiplying the Exercise Price in 
effect immediately prior to such record date by a fraction, of which the 
numerator shall be the number of shares of Common Stock outstanding on such 
record date plus the number of shares of Common Stock which the aggregate 
offering price of the total number of shares of Common Stock so to be 
offered (or the aggregate initial exchange or conversion price of the 
exchangeable or convertible securities so to be offered) would purchase at 
such current Exercise Price and of which the denominator shall be the 
number of shares of Common Stock outstanding on such record date plus the 
number of additional shares of Common Stock to be offered for subscription 
or purchase (or into which the exchangeable or convertible securities so to 
be offered are initially exchangeable or convertible).  Such adjustment 
shall become effective at the close of business on such record date; 
however, to the extent that shares of Common Stock (or securities 
exchangeable for or convertible into shares of Common Stock) are not 
delivered after the expiration of such rights, options, or warrants, the 
Exercise Price shall be readjusted (but only with respect to Warrants 
exercised after such expiration) to the Exercise Price which would then be 
in effect had the adjustments made upon the issuance of such rights, 
options, or warrants been made upon the basis of delivery of only the 
number of shares of Common Stock (or securities exchangeable for or 
convertible into shares of Common Stock) actually issued.  In case any 
subscription price may be paid in a consideration part or all of which 
shall be in a form other than cash, the value of such consideration shall 
be as determined in good faith by the Board of Directors of the Issuer and 
shall be described in a statement mailed to the Holder.  Shares of Common 
Stock owned by or held for the account of the Issuer shall not be deemed 
outstanding for the purpose of any such computation.

     (c)  In case the Issuer shall at any time after the date hereof 
distribute to all holders of its shares of Common Stock (including any such 
distribution made in connection with a consolidation or merger in which the 
Issuer is the surviving corporation) evidences of its indebtedness or 
assets (excluding cash dividends and distributions payable out of 
consolidated net income or earned surplus in accordance with applicable law 
and dividends or distributions payable in shares of stock described in 
Section 5(a) above) or rights, options, or warrants or exchangeable or 
convertible securities containing the right to subscribe for or purchase 
shares of Common Stock (or securities exchangeable for or convertible into 
shares of Common Stock) (excluding those expiring within forty-five (45) 
days after the record date referred to in Section 5(b) above), then the 
Exercise Price shall be adjusted by multiplying the Exercise Price in 
effect immediately prior to the record date for such distribution by a 
fraction, of which the numerator shall be the fair market value of the 
shares of Common Stock on such day, as determined in good faith by the 
Board of Directors of the Issuer whose determination shall be conclusive, 
and described in a notice to the Holder of the portion of the evidences of 
indebtedness or assets so to be distributed or of such rights, options or 
warrants applicable to one common share and of which the denominator shall 
be such fair market value per common share.  Such adjustment shall be made 
whenever any such distribution is made, and shall become effective on the 
date of distribution retroactive to the record date for such transaction.

     (d)  For the purpose of this Warrant, the fair market value per share 
of Common Stock shall be determined by reference to the latest independent 
bid for the Common Stock as set forth in the National Market of The Nasdaq 
Stock Market or, if the Common Stock shall be traded on any national or 
regional securities exchange, the latest bid price for the Common Stock, 
or, if none of the foregoing apply, as determined in good faith by the 
Board of Directors of the Issuer.

     (e)  No adjustment in the Exercise Price or the number of Warrant 
Shares purchasable shall be required unless such adjustment would require 
an increase or decrease of at least ten percent (10%) in the Exercise Price 
or the number of Warrant Shares purchasable; provided, however, that any 
adjustments which by reason of this Section 5(e) are not required to be 
made (i) shall be carried forward and taken into account in any subsequent 
adjustment or (ii) if no subsequent adjustment occurs, shall be made 
immediately prior to exercise of this Warrant.  All calculations under this 
Section 5 shall be made to the nearest cent or to the nearest one-hundredth 
of a share, as the case may be.

     (f)  Unless the Issuer shall have exercised its election as provided 
in Section 5(g), upon each adjustment of the Exercise Price as a result of 
the calculations made in Sections 5(b) or (c), each Warrant outstanding 
prior to the making of the adjustment in the Exercise Price shall 
thereafter evidence the right to purchase, at the adjusted Exercise Price, 
that number of shares of Common Stock (calculated to the nearest hundredth) 
obtained by (i) multiplying the number of shares of Common Stock 
purchasable upon exercise of a Warrant prior to adjustment of the number of 
shares of Common Stock by the Exercise Price in effect prior to adjustment 
of the Exercise Price and (ii) dividing the product so obtained by the 
Exercise Price in effect after such adjustment of the Exercise Price.

     (g)  The Issuer may elect on or after the date of any adjustment of 
the Exercise Price to adjust the number of Warrants, in substitution for 
any adjustment in the number of Warrant Shares purchasable upon the 
exercise of Warrants as provided in Sections 5(a) and (f).  Each of the 
Warrants outstanding after such adjustment of the number of Warrants shall 
be exercisable for one share of Common Stock.  Each Warrant held of record 
prior to such adjustment of the number of Warrants shall become that number 
of Warrants (calculated to the nearest hundredth) obtained by dividing the 
Exercise Price in effect prior to adjustment of the Exercise Price by the 
Exercise Price in effect after adjustment of the Exercise Price.  The 
Issuer shall send to each Holder a notice of its election to adjust the 
number of Warrants, indicating the record date for the adjustment, and if 
known at the time, the amount of the adjustment to be made.  This record 
date may be the date on which the Exercise Price is adjusted or any day 
thereafter, but shall be at least ten (10) days after the date such 
announcement is sent to the Holders.  Upon each adjustment of the number of 
Warrants pursuant to this Section 5(g) the Issuer shall, as promptly as 
practicable, cause to be distributed to holders of record of Warrants on 
such record date new certificate(s) evidencing the additional Warrants to 
which such holders shall be entitled as a result of such adjustment, or, at 
the option of the Issuer, shall cause to be distributed to such holders of 
record in substitution and replacement for the certificates held by such 
holders prior to the date of adjustments, and upon surrender thereof if 
required by the Issuer, new certificates evidencing all the Warrants to 
which such holders shall be entitled after such adjustment.

     (h)  In case of any capital reorganization of the Issuer, or of any 
reclassification of the shares of Common Stock [other than a 
reclassification, subdivision or combination of shares of Common Stock 
referred to in Section 5(a)], or in case of the consolidation of the Issuer 
with, or the merger of the Issuer with, or merger of the Issuer into, any 
other corporation, limited partnership, limited liability company or other 
business entity (other than a reclassification of the shares of Common 
Stock referred to in Section 5(a) or a consolidation or merger which does 
not result in any reclassification or change of the outstanding shares of 
Common Stock) or of the sale of the properties and assets of the Issuer as, 
or substantially as, an entirety to any other corporation or entity, each 
Warrant shall after such capital reorganization, reclassification of shares 
of Common Stock, consolidation, merger, or sale be exercisable, upon the 
terms and conditions specified in this Warrant, for the kind, amount and 
number of shares or other securities, assets, or cash to which a holder of 
the number of shares of Common Stock purchasable (at the time of such 
capital reorganization, reclassification of shares of Common Stock, 
consolidation, merger or sale) upon exercise of such Warrant would have 
been entitled to receive upon such capital reorganization, reclassification 
of shares of Common Stock, consolidation, merger, or sale; and in any such 
case, if necessary, the provisions set forth in this Section 5 with respect 
to the rights and interests thereafter of the holders of the Warrants shall 
be appropriately adjusted so as to be applicable, as nearly equivalent as 
possible, to any shares or other securities, assets, or cash thereafter 
deliverable on the exercise of the Warrants.  The subdivision or 
combination of shares of Common Stock at any time outstanding into a 
greater or lesser number of shares shall not be deemed to be a 
reclassification of the shares of Common Stock for purposes of this Section 
5(h).

     (i)  In the event that at any time, as a result of an adjustment made 
pursuant to this Section 5, the holders of an Warrant or Warrants shall 
become entitled to purchase any shares or securities of the Issuer other 
than the shares of Common Stock, thereafter the number of such other shares 
or securities so purchasable upon exercise of each Warrant and the exercise 
price for such shares or securities shall be subject to adjustment from 
time to time in a manner and on terms as nearly equivalent as possible to 
the provisions with respect to the shares of Common Stock contained in 
Sections 5(a) through (h), inclusive.

     (j)  In any case in which this Section 5 shall require that an 
adjustment in the Exercise Price be made effective as of a record date for 
a specified event, the Issuer may elect to defer until the occurrence of 
such event issuing to the holder of any Warrant exercised after such record 
date the shares of Common Stock, if any, issuable upon such exercise over 
and above the Warrant Shares, if any, issuable upon such exercise on the 
basis of the Exercise Price in effect prior to such adjustment; provided, 
however, that the Issuer shall deliver as soon as practicable to such 
holder a due bill or other appropriate instrument provided by the Issuer 
evidencing such holder's right to receive such additional shares of Common 
Stock upon the occurrence of the event requiring such adjustment.

     (k)  Notwithstanding anything herein to the contrary, no adjustment 
shall be required under this Section 5 in the event the Issuer (i) issues 
options to purchase Common Stock or other securities to officers, 
directors, employees or agents pursuant to an incentive or non-qualified 
stock option plan, or (ii) issues shares of Common Stock or other 
securities pursuant to an offering for cash or other consideration 
(including the assets or capital stock or securities of any other 
corporation or other business entity), or pursuant to a plan of merger 
whereby the Issuer is the surviving participant in the merger, other than 
an issuance of rights, options or warrants exercisable for shares of Common 
Stock (or securities exchangeable for or convertible into shares of Common 
Stock) to all holders of its outstanding shares of Common Stock.

      6.  Definition of shares of Common Stock.  The shares of Common Stock 
issuable upon exercise of the Warrants shall be the shares of Common Stock 
as constituted on the date hereof except as otherwise provided in Section 
5.
     7.  Notice of Number of Warrant Shares, Adjustment or Termination.  
Within thirty (30) days of the occurrence of an event which results in an 
adjustment in the number of Warrants, the number of Warrant Shares 
purchasable upon the exercise of Warrants and/or the Exercise Price or the 
termination of the Warrants shall have occurred as provided herein, the 
Issuer shall forthwith:

     (a)  prepare and hold for inspection at the Issuer's principal place 
of business, 1775 Moriah Woods Blvd., Memphis, Tennessee 38117, or such 
subsequent principal place of business (the "Issuer's Office"), a 
statement, signed by the Chief Financial Officer of the Issuer, stating 
either (i) the number of Warrants or Warrant Shares, (ii) the adjusted 
number of Warrants or Warrant Shares purchasable upon the exercise of 
Warrants and/or Exercise Price determined as herein provided, such 
statement to show in detail the facts requiring such adjustment or (iii) 
the termination of the Warrants, and

     (b)  give notice embodying such statement to each Holder as provided 
in Section 13.  Where appropriate, such notice may be given in advance and 
may be included as part of a notice required to be mailed pursuant to 
Section 8.

     8.  Notices of Record Date, etc.  In the event the Issuer shall 
propose to take any action of the type requiring an adjustment of the 
Exercise Price or the number or character of the Warrant Shares or Warrants 
pursuant to Section 5 or a dissolution, liquidation or winding up of the 
Issuer (other than in connection with a consolidation, merger, or sale of 
all or substantially all of its property, assets, and business as an 
entirety) shall be proposed, the Issuer shall give notice to each Holder as 
provided in Section 13, which notice shall specify the record date, if any, 
with respect to any such action and the date on which such action is to 
take place.  Such notice shall also set forth such facts with respect 
thereto as shall be reasonably necessary to indicate the effect of such 
action (to the extent such effect may be known at the date of such notice) 
on the Exercise Price and the number, kind or class of shares or other 
securities or property which shall be deliverable or purchasable upon the 
occurrence of such action or deliverable upon the exercise of the Warrants.  
In the case of any action which will require the fixing of a record date, 
unless otherwise provided in this Warrant, such notice shall be given at 
least twenty (20) days prior to the date so fixed, and in case of all other 
action, such notice shall be given at least thirty (30) days prior to the 
taking of such proposed action.

     9.  Replacement of Securities.  If this Warrant shall be lost, stolen, 
mutilated or destroyed, the Issuer shall, on such terms as to indemnity or 
otherwise as the Issuer may in its discretion reasonably impose, issue a 
new certificate of like tenor or date representing in the aggregate the 
right to subscribe for and purchase the number of shares of Common Stock 
which may be subscribed for and purchased hereunder.  Any such new 
certificate shall constitute an original contractual obligation of the 
Issuer, whether or not the allegedly lost, stolen, mutilated or destroyed 
Warrant shall be at any time enforceable by anyone.

     10.  Recordkeeping.  This Warrant, as well as all other warrant 
certificates representing Warrants of like tenor issued in connection with 
the Purchase and Sale Agreement shall be numbered beginning with the 
alphabetic prefix "SF" and shall be registered in a register (the "Warrant 
Register") maintained at the Issuer's Office as they are issued.  The 
Warrant Register shall list the name, address and Social Security or other 
Federal Identification Number, if any, of all Holders.  Upon notice duly 
given by the Holder, the Issuer shall be entitled to recognize the Holder 
as set forth in the Warrant Register as the nominee for the beneficial 
owners of the Warrants as set forth in such notice or subsequent notices 
with respect to such beneficial ownership recognize for all purposes and 
shall not be bound to recognize any equitable or other claim to or interest 
in such Warrant on the part of any other person, and shall not be liable 
for any registration of transfer of Warrants that are registered or to be 
registered in the name of a fiduciary or the nominee of a fiduciary unless 
made with the actual knowledge that a fiduciary or nominee is committing a 
breach of trust in requesting such registration of transfer, or with such 
knowledge of such facts that its participation therein amounts to bad 
faith.

     11.  Transfer. This Warrant shall not be transferable and may not be 
the subject of a sale, assignment, pledge or other conveyance without the 
Issuer's advance consent, which the Issuer may withhold in its absolute 
discretion.  The Warrant shall be transferable only on the Warrant Register 
upon delivery of such Warrants, with the assignment form provided for 
herein duly executed by the Holder or by the Holder's duly authorized 
attorney-in-fact.  Upon any registration of transfer, the Issuer shall 
execute and deliver a new Warrant certificate to the person entitled 
thereto.

     The Warrants have not been registered under the Securities Act of 1933 
or any state securities law, and, accordingly, may not be sold, 
transferred, assigned, pledged, hypothecated or otherwise disposed of 
unless they have been registered under the Securities Act of 1933 and any 
applicable state securities law or, in the opinion of counsel reasonably 
satisfactory to the Issuer, whose fees and expenses in connection with such 
opinion will be borne by the Holder, the proposed transfer is exempt from 
the registration requirements of the Securities Act of 1933 and any 
applicable state securities law.

     12.  Exchange of Warrant Certificates.  This Warrant may be exchanged 
for another certificate or certificates entitling the Holder thereof to 
purchase a like aggregate number of Warrant Shares as this Warrant entitles 
such Holder to purchase.  A Holder desiring to so exchange this Warrant 
shall make such request in writing delivered to the Issuer, and shall 
surrender this Warrant therewith.  Thereupon, the Issuer shall execute and 
deliver to the person entitled thereto a new certificate or certificates, 
as the case may be, as so requested.

     13.  Piggyback Registration.  

          (a)     Notice of Piggyback Registration and Inclusion of Warrant 
Shares.

          If, after the Holder's exercise of the Warrants pursuant to 
Section 4 hereof, at any time or from time to time the Issuer shall elect 
to file a registration statement ("Registration Statement") on Form S-1, S-
2 or S-3 (or any successor form thereto) under the Act with respect to any 
of its securities, either for its own account or the account of a security 
holder or holders, other than a registration of a public offering of Common 
Stock commenced within one (1) year of the date hereof or a registration 
relating solely to employee benefit plans (excluding the foregoing events, 
a "Registration"), the Issuer will:  (i) promptly give each Holder written 
notice thereof (which shall include a list of the jurisdictions in which 
the Issuer intends to attempt to qualify such securities under the 
applicable Blue Sky or other state securities laws) and (ii) include in 
such Registration (and any related registration and/or qualification under 
Blue Sky laws or other compliance), and in any underwriting involved 
therein, all or such portion of the Warrant Shares specified in a written 
request delivered to the Issuer by any Holder within 30 days after delivery 
of such written notice from the Issuer.

          (b)     Underwriting in Piggyback Registration.

               (i)     Notice of Underwriting in Piggyback Registration.

               If  the Registration of which the Issuer gives notice is for 
a Registered public offering involving an underwriting, the Issuer shall so 
advise the Holders as a part of the written notice given pursuant to 
Section 13(a).  In such event, the right of any Holder to Registration 
shall be conditioned upon such underwriting and the inclusion of such 
Holder's Warrant Shares in such underwriting to the extent provided in this 
Section 13.  All Holders proposing to distribute their securities through 
such underwriting shall (together with the Issuer and any other holders 
distributing their securities through such underwriting) enter into an 
underwriting agreement in customary form with the representative of the 
Underwriter ("Underwriter's Representative") for such offering.  The 
Holders shall have no right to participate in the selection of underwriters 
for an offering pursuant to this Section.

               (ii)     Marketing Limitation in Piggyback Registration.

               In the event the Underwriter's Representative advises the 
Holders seeking Registration of Warrant Shares pursuant to Section 13 in 
writing that market factors (including, without limitation, the aggregate 
number of shares of Common Stock requested to be included in such 
Registration, the general condition of the market, and the status of the 
persons proposing to sell securities pursuant to the Registration) require 
a limitation of the number of shares to be underwritten, the Underwriter's 
Representative (subject to the allocation priority set forth in Section 
13(a)(iii) may limit (or reduce to zero) the number of Warrant Shares to be 
included in such Registration and underwriting; provided however, that any 
Warrant Shares so excluded shall retain any and all Registration rights set 
forth in Section 13 hereof. 

               (iii)     Allocation of Warrant Shares in Piggyback 
Registration.

               In the event that the Underwriter's Representative limits 
the number of shares to be included in a Registration pursuant to Section 
13(a)(ii), the number of shares to be included in such Registration shall 
be allocated in the following manner:  Common Stock held by persons who are 
not contractually entitled to include shares in such Registration shall be 
excluded from such Registration and underwriting to the extent required by 
such limitation.  If a limitation of the number of shares is still required 
after such exclusion, the number of shares of Common Stock that may be 
included in the Registration and underwriting by all selling shareholders 
(including the Holders and all other persons contractually entitled to such 
registration) shall be allocated among Holders and other holders of 
securities other than Warrant Shares requesting and contractually entitled 
to include shares in such Registration, in proportion, as nearly as 
practicable, to the respective amounts of securities (including Warrant 
Shares) which such Holders and such other holders would otherwise be 
entitled to include in such Registration.  No Warrant Shares or other 
securities excluded from the underwriting by reason of this Section 
13(a)(iii) shall be included in the Registration Statement.

               (iv)     Withdrawal in Piggyback Registration.

               If any Holder disapproves of the terms of any such 
underwriting, he may elect to withdraw therefrom by written notice to the 
Issuer and the underwriter delivered at least seven days prior to the 
effective date of the Registration Statement.  Any Warrant Shares or other 
securities excluded or withdrawn from such underwriting shall be withdrawn 
from such Registration. 

          (c)     Blue Sky in Piggyback Registration.

          In the event of any Registration of Warrant Shares pursuant to 
Section 13, the Issuer will use its best efforts to register and/or qualify 
the securities covered by the Registration Statement under such other 
securities or Blue Sky laws of such jurisdictions as shall be reasonably 
appropriate for the distribution of such securities; provided, however, 
that notwithstanding anything in this Agreement to the contrary, in the 
event any jurisdiction in which the securities shall be qualified imposes a 
non-waivable requirement that expenses incurred in connection with the 
qualification of the securities be borne by selling shareholders, the 
Holders shall pay their pro rata share of such expenses.

     14.  Demand Registration.

          (a)     Request for Registration.

          Subject to exceptions as hereinafter provided, after the first 
anniversary of the Closing Date, the Holders which have exercised Warrants 
pursuant to Section 4 hereof (the "Unregistered Shares"), may annually make 
a single request (a "Demand") in writing within 30 days of the anniversary 
date that the Issuer file and effect a registration statement with the 
Commission in respect of all, but not less than all, shares of Unregistered 
Shares held by the Holders.  Upon receipt of a Demand, the Issuer shall as 
soon as practicable cause a Registration Statement to be filed with the 
Commission, which Registration Statement shall, if not an Underwritten 
Offering pursuant to Section 13 above, contain all appropriate undertakings 
necessary to comply with Rule 415 under the 1933 Act pertaining to "shelf 
registration", and the Issuer shall use its best efforts to effect such 
Registration (including the execution of an undertaking to file post 
effective amendments and any related registration or qualification under 
Blue Sky Laws or other compliance with the Securities Act) as may be so 
requested and as would permit or facilitate the sale and distribution of 
the Unregistered Shares.  
          (b) Registration of Other Securities in Demand Registration.

          Any Registration Statement filed pursuant to the request of the 
Holders under this Section 14 may, subject to the provisions of Section 
14(d), include securities of the Issuer other than the Unregistered shares.

          (c)     Blue Sky in Demand Registration.

          In the event of any Registration of Warrant Shares pursuant to 
Section 14, the Issuer will use its best efforts to register and/or qualify 
the securities covered by the Registration Statement under such other 
securities or Blue Sky laws of such jurisdictions as shall be reasonably 
appropriate for the distribution of such securities; provided, however, 
that notwithstanding anything in this Agreement to the contrary, in the 
event any jurisdiction in which the securities shall be qualified imposes a 
non-waivable requirement that expenses incurred in connection with the 
qualification of the securities be borne by selling shareholders, the 
Holders shall pay their pro rata share of such expenses.

          (d)     Underwritten Demand Registration.

          The Holders making a Demand shall be entitled to engage an 
underwriter reasonably acceptable to the Issuer to offer and sell in a 
public offering the Unregistered Shares included in any Registration 
Statement filed pursuant to Section 14(a) above.  In such event, the Issuer 
and each participating Holder shall enter into an underwriting agreement in 
customary form with the representative of the underwriter ("Underwriter's 
Representative") for such offering.  Whether or not an underwriting 
agreement is entered into, the Issuer shall:

               (i)     make such representation and warranties to the 
Holders participating in such registration and the underwriters, if any, in 
form, substance and scope as are customarily made by issuers to 
underwriters in comparable underwritten offerings;

               (ii)     obtain opinions of counsel to the Issuer and 
updates thereof (which counsel and opinions (if form, scope and substance) 
shall be reasonably satisfactory to the Underwriter's Representative, if 
any, and the Holders of a majority in number of the Unregistered Shares 
being sold) addressed to such Holders and underwriters, if any, covering 
the matters customarily covered in opinions requested in underwritten 
offerings and such other matters as may be reasonably requested by such 
Holders and the underwriters, if any;

               (iii)     obtain comfort letters and updates thereof from 
the Issuer's independent certified public accountants addressed to the 
selling Holders and the underwriters, if any, such letters to be in 
customary form and covering matters of the type (including the "circling" 
of numbers in the prospectus included in the Registration Statement, with 
appropriate legends explaining the procedures performed with respect to 
"circled" numbers) customarily covered in comfort letters by independent 
certified public accountants in connection with underwritten offerings, on 
such date or dates as may be reasonably requested by the Underwriters' 
Representative and the Holders of a majority of the Unregistered Shares 
being sold; and

               (iv)     prepare and file with the Commission such 
amendments and supplements to the Registration Statement and the prospectus 
used in connection therewith as may be necessary to keep the Registration 
Statement effective for the period of the distribution contemplated thereby 
and to comply with the provisions of the Securities Act with respect to the 
disposition of all Warrant Shares covered by the Registration Statement in 
accordance with the selling Holders' intended method of disposition set 
forth in the Registration Statement for such period;

               (v)     immediately notify each selling Holder under the 
Registration Statement and each underwriter, at any time when a prospectus 
relating thereto is required to be delivered under the Securities Act, of 
the happening of any event as a result of which the prospectus contained in 
the Registration Statement, as then in effect, includes any untrue 
statement of a material fact or omits to state any material fact required 
to be stated therein or necessary to make the statements therein not 
misleading in light of the circumstances then existing;

               (vi)     make available for inspection by each selling 
Holder, any underwriter participating in any distribution pursuant to the 
Registration Statement, and any attorney, accountant or other agent 
retained by such Holder or underwriter, all financial and other records, 
pertinent corporate documents and properties of the Company, and cause the 
Company's officers, directors and employees to supply all information 
reasonably requested by any such Holder, underwriter, attorney, accountant 
or agent in connection with the Registration Statement;

               (vii)     use its best efforts to take actions necessary or 
advisable to effect such registration in the manner contemplated by this 
Agreement; and

               (viii)     deliver such documents and certificates as may be 
reasonably requested by the Holders of a majority of the Unregistered 
Shares being sold and the Underwriters' Representative, if any, to evidence 
compliance with any customary conditions contained in the underwriting 
agreement.

     In connection with such Underwritten Offering, the Issuer shall (i) 
make provide to a single counsel for the Holders whose Unregistered Shares 
are included in such Underwritten Offering, for such counsel's review and 
comment, drafts of the Registration Statement; (ii) provide such counsel 
with a reasonable number of executed copies of the Registration Statement 
and all amendments thereto, as filed, as well as a reasonable number of 
preliminary prospectuses used by the underwriters in such Underwritten 
Offering; (iii) give prompt notice to such counsel of the effectiveness of 
such registration statement and of any stop order issued by the Commission 
or proceeding, or threat of such a proceeding, by the Commission for the 
purpose of issuing a stop order or otherwise suspending the effectiveness 
of any Registration Statement; (iv) provide to the Holders a reasonable 
number of final prospectuses delivered to purchasers under the Securities 
Act; and (v) for such period for which prospectuses are required to be 
delivered by dealers, provide such dealers with an adequate number of final 
prospectuses in order to permit the dealers to comply with their 
obligations under the Securities Act.  In all other regards, the Issuer 
agrees to comply with the requirements of the Securities Act in connection 
with any Underwritten Offering.

          (e)     Right of Redemption.  The Issuer shall have the right to 
redeem the Unregistered Shares at a price equal to the average of the price 
as quoted for the Common Stock as set forth in the National Market of The 
Nasdaq Stock Market or, if the Common Stock shall be traded on any national 
or regional securities exchange, the latest bid price for the Common Stock, 
for the prior ten (10) trading days prior to the date the Demand is 
received; provided, however, that in the event the Issuer shall elect to 
exercise such redemption right, the Holder shall have the right, 
exercisable in writing for a period of three (3) days following delivery by 
the Issuer of its notice of intent to redeem Shares, to withdraw Holder's 
Demand, in which event the redemption notice shall, with no further action 
on the part of the Issuer, be deemed revoked and the Holder shall retain 
the Unregistered Shares that were the subject of the Demand.

     14A.     Expenses of Registration.  All expenses incurred in 
connection with any registration, qualification or compliance pursuant to 
Sections 13 or 14, including, without limitation, all registration, filing 
and qualification fees (including blue sky fees and expenses), printing 
expenses (including, without limitation, those associated with printing a 
quantity of preliminary and final prospectuses for distribution), 
accounting fees, escrow fees, the fees and disbursements of counsel for the 
Company with respect to such registration, fees of any exchange or of the 
National Association of Securities Dealers, Inc., transfer taxes, fees of 
transfer agents and registrars, out-of-pocket expenses of any underwriter 
(to the extent required to be paid by the Issuer or Holders), costs of 
insurance (if any) and expenses of any special audits incidental to or 
required by such registration, shall be borne by the Company; provided, 
however, that the following expenses shall be borne by the Holders, pro 
rata, according to their securities so registered:

          a.     All fees and disbursements of counsel for the Holders; and

          b.     Underwriters' fees, discounts and commissions relating to 
the Warrant Shares which are the subject of or included for sale in the 
Registration Statement.

     14B.     Indemnification.

          a.     To the extent permitted by law, the Company shall 
indemnify each Holder against all claims, losses, damages and liabilities 
(or actions in respect thereof) arising out of or based on (i) any untrue 
statement (or alleged untrue statement) of a material fact contained in any 
prospectus, offering circular or other documents (including any related 
registration statement, notification or the like) incident to any such 
registration, qualification or compliance, or (ii) any omission (or alleged 
omission) to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading, or (iii) any 
violation by the Company of any rule or regulation promulgated under the 
Securities Act or any state securities law applicable to the Company and 
relating to action or inaction required of the Company in connection with 
any such registration, qualification or compliance, and will reimburse each 
such person, each of its officers and directors, and each person 
controlling such person, for any legal and any other expenses reasonably 
incurred in connection with investigating or defending any such claim, 
loss, damage, liability or action, provided that the Company will not be 
liable in any such case to the extent that any such claim, loss, damage or 
liability or action arises out of or is based on any untrue statement or 
any omission based upon written information furnished to the Company by an 
instrument duly executed by any such person and stated to be specifically 
for use therein.

          b.     To the extent permitted by law, each Holder shall, if 
securities held by or issuable to such person are included in the 
securities as to which such registration, qualification or compliance is 
being effected, indemnify the Company, each of its directors and officers 
who sign such registration statement, each underwriter, if any, of the 
Company's securities covered by such registration statement, each person 
who controls the Company within the meaning of the Securities Act and each 
other such Holder, each officer and director and each person controlling 
each such underwriter, or other Holder against all claims, losses, damages 
and liabilities (or actions in respect thereof) arising out of or based on 
(i) any untrue statement (or alleged untrue statement) of a material fact 
contained in any such registration statement, prospectus, offering circular 
or other document, or (ii) any omission (or alleged omission) to state 
therein a material fact required to be stated therein or necessary to make 
the statements therein not misleading, and will reimburse the Company, and 
such other Holders, such directors, officers, persons or underwriters for 
any legal or any other expenses reasonably incurred in connection with 
investigating or defending any such claim, loss, damage, liability or 
action, in each case to the extent, but only to the extent, that such 
untrue statement (or alleged untrue statement) or omission (or alleged 
omission) is made in such registration statement, prospectus, offering 
circular or other document in reliance upon and in conformity with written 
information furnished to the Company by an instrument duly executed by such 
Holder and stated to be specifically for use therein.

          c.     Each party entitle to indemnification under this Section 
14B (the "Indemnified Party") shall give notice to the party required to 
provide indemnification (the "Indemnifying Party") promptly after such 
Indemnified Party has actual knowledge of any claim as to which indemnity 
may be sought, and shall permit the Indemnifying Party to assume the 
defense of any such claim or any litigation resulting therefrom, provided 
that counsel for the Indemnifying Party, who shall conduct the defense of 
such claim or litigation, shall be approved by the Indemnified Party (whose 
approval shall not be unreasonably withheld), and the Indemnified Party may 
participate in such defense at such party's expense, and provided further 
that the failure of any Indemnified Party to give notice as provided herein 
within a reasonable amount of time, if such failure is prejudicial to the 
Indemnifying Party's ability to defend such action, shall relieve the 
Indemnifying Party of its obligations under this Section 14B, but not of 
any obligation arising aprt from this Section 14B.  No Indemnifying Party, 
in the defense of any such claim or litigation, shall, except with the 
consent of each Indemnified Party, consent to entry of any judgment or 
enter into any settlement which does not include as an unconditional term 
thereof the giving by the claimant or plaintiff to such Indemnified Party 
of a release from all liability with respect to such claim or litigation.  
If any such Indemnified Party shall have reasonably concluded that there 
may be one or more legal defenses available to such Indemnified party which 
are different from or additional to those available to the Indemnifying 
Party, or that such claim or litigation involves or could have an effect 
upon matters beyond the scope of the indemnity agreement provided in this 
Section 14B, the Indemnifying Party shall not have the right to assume the 
defense of such action on behalf of such Indemnified Party and such 
Indemnifying Party shall reimburse such indemnified Party and any person 
controlling such Indemnified Party for that portion of the fees and 
expenses of any counsel retained by the Indemnified Party which are 
reasonably related to the matters covered by the indemnity agreement 
provided in this Section 14B.

     15.  Notices.  All notices and other communications hereunder shall be 
in writing and shall be deemed given when delivered in person, against 
written receipt therefor, or two days after being sent, by registered or 
certified mail, postage prepaid, return receipt requested, and, if to the 
Holder, at such address as is shown on the Warrant Register or as may 
otherwise may have been furnished to the Issuer in writing by the Holder 
and, if to the Issuer, at the Issuer's Office.

     16.  Miscellaneous.  This Warrant and any term hereof may be changed, 
waived, discharged or terminated only by an instrument in writing signed by 
the party against which enforcement of such change, waiver, discharge or 
termination is sought.  This certificate is deemed to have been delivered 
in the State of Tennessee and shall be construed and enforced in accordance 
with and governed by the laws of such State.  The headings in this Warrant 
to Purchase Common Stock Certificate are for purposes of reference only, 
and shall not limit or otherwise affect any of the terms hereof.

     17.  Expiration.  Unless as hereinafter provided, the right to 
exercise these Warrants shall terminate upon the expiration of the Exercise 
Period.

     IN WITNESS WHEREOF

                              RESPONSE ONCOLOGY, INC. 


DATED:  April 11, 1996               By:
                                   Daryl Johnson, Chief Financial Officer


PURCHASE FORM

TO: RESPONSE ONCOLOGY, INC. 

Dated:_________________, 19__


     The undersigned hereby irrevocably elects to exercise the within 
Warrants, to the extent of purchasing __________ shares of Common Stock, 
and hereby makes payment of $______________ in payment of the actual 
Exercise Price thereof.



INSTRUCTIONS FOR REGISTRATION OF STOCK


Name:
(Please typewrite or print in block letters)


Address:


Signature:
          (Signature must conform in all respects to the name of the Holder 
as set forth on the face of this Warrant.)




ASSIGNMENT FORM


     FOR VALUE RECEIVED, __________________________________ hereby sells, 
assigns and transfers unto


Name:
     (Please typewrite or print in block letters)


Address:


the right to purchase shares of Common Stock represented by this Warrant to 
the extent of ___________________________________________ shares as to 
which such right is exercisable and does hereby irrevocably constitute and 
appoint _______________________________
Attorney-in-Fact, to transfer the same on the books of the Issuer with full 
power of substitution in the premises.


Dated:________________, 19__


Signature
          (Signature must conform in all respects to the name of the Holder 
as set forth on the face of this Warrant.)



Exhibit 6(a)(x)
to
Purchase and Sale Agreement

EMPLOYMENT AGREEMENT FOR
PROFESSIONAL EMPLOYEES OF
KNOXVILLE HEMATOLOGY-ONCOLOGY ASSOCIATES, P.L.L.C.

     THIS AGREEMENT is entered into as of October 1, 1996 (the "Effective 
Date"), by and between KNOXVILLE HEMATOLOGY-ONCOLOGY ASSOCIATES, P.L.L.C., 
a Tennessee professional limited liability company ("Employer") and 
________________________, an individual residing in the State of Tennessee, 
("Employee").

WITNESSETH:

     WHEREAS, Employer is a professional group practice engaged in the 
practice of medicine in the State of Tennessee;

     WHEREAS, Employee is an individual duly licensed to practice as a 
physician in the State of Tennessee;

     WHEREAS, Employer wishes to employ Employee on a full-time basis to 
provide professional services on behalf of Employer; and

     WHEREAS, Employee wishes to be so employed;

     NOW, THEREFORE, in consideration of the foregoing premises and of the 
mutual promises and covenants hereinafter set forth, the parties agree as 
follows:

     1.  Scope of Employment.  Employee agrees to devote substantially his 
full time and energy to the practice of medicine, in the specialty of 
oncology-hematology on behalf of Employer, and to practice medicine solely 
as an employee of Employer, except as may be otherwise agreed to by 
Employer in writing.  Employee shall represent himself professionally only 
under such business or clinic name as shall be approved or designated by 
Employer, and shall practice at the office location designated by Employer.  
Employee understands that the governing body of Employer has final 
authority and responsibility for determining the fee schedule for 
professional services rendered by employees of Employer.

     2.  Compensation for Services.  Employer shall compensate Employee for 
all services rendered by Employee under this Agreement in accordance with 
Schedule A hereto.  Employee understands and agrees that any and all monies 
due to or received by Employee on account of the rendering of patient care 
services or otherwise in the professional practice of his or her profession 
from and after the effective date of this Agreement, regardless of
the time and place such services are delivered, shall be the exclusive 
property of Employer.  The compensation paid to Employee under this 
Agreement shall constitute full compensation to Employee for services 
rendered under this Agreement, and Employee shall not seek additional 
compensation from any source for services rendered under this Agreement.

      3.  Billing.  (a)  Except as otherwise provided by law, only Employer 
shall be entitled to bill for or otherwise receive payment from the patient 
or any third party for services provided by Employee under this Agreement.  
Employee shall have no right to receive, nor shall Employee attempt to bill 
for or collect, payment from the patient or any third party for services 
provided by Employee under this Agreement, except in the name of and for 
the sole benefit of Employer.

     (b)  Employee shall cooperate with and assist Employer in the 
preparation and documentation of claims for services rendered by Employee 
under this Agreement.  Employee agrees to cooperate and comply with the 
terms of applicable utilization management and similar cost management 
protocols, and to do all things necessary and appropriate to maximize 
reimbursement to Employer for services rendered by Employee under this 
Agreement, to the extent consistent with law and with the best clinical 
interests of the patient.

     4.  Working Facilities.  Employer shall assure that Employee has 
appropriate office space, support staff, supplies, equipment, and such 
other facilities and services as Employer deems necessary and appropriate 
to his or her position and for the performance of Employee's duties.

     5.  Professional Relationships.  Employer and Employee each 
acknowledges and agrees that the business relationship between Employer and 
Employee as established by this Agreement does not, and shall not be 
construed to, alter or in any way affect the legal, ethical, and 
professional relationship between Employee and patients cared for by 
Employee, nor shall anything contained in this Agreement abrogate any 
right, privilege, or obligation arising out of or applicable to the 
physician-patient relationship.

     6.  Clinical Records.  Employee shall assure that appropriate clinical 
records are prepared with regard to all professional services provided by 
Employee under this Agreement.  All such records shall be prepared and 
maintained according to prudent record keeping procedures and as required 
by law.  All clinical records prepared and maintained with regard to 
services rendered under this Agreement shall be and remain the property of 
Employer, notwithstanding any termination of this Agreement.

     7.  Professional Liability Insurance.  Employer shall, at all times 
during the initial and any renewal term of this Agreement, provide at its 
sole cost and expense professional and general liability insurance coverage 
for Employee in such amounts and with such carrier or carriers as Employer 
shall deem necessary and appropriate.

     8.  Expenses.  Ordinary and necessary business expenses incurred by 
Employee in performing his or her duties under this Agreement, including 
but not limited to professional dues, subscriptions, licenses, and 
continuing education expenses, shall be borne by Employer.

     9.  Employee Benefits.  Employee shall be entitled to receive or 
participate in all employee benefits generally available to employees of 
Employer in accordance with the terms of the Employer's employee benefit 
plans in effect from time to time.  The governing body of Employer may 
increase, decrease, or discontinue any benefit plan at any time without 
notice to or the consent of Employee.

     10.  Term.  The initial term of this Agreement shall begin on the 
Effective Date stated on page 1 hereof, and shall terminate on the next 
ensuing December 31.  This Agreement shall thereafter automatically renew 
for successive terms of one (l) year each unless and until terminated as 
hereinafter provided.

     11.  Voluntary Termination.  Either party may terminate this Agreement 
at any time, with or without cause, by giving written notice thereof to the 
other party at least ninety (90) days prior to the effective date of 
termination.

     12.  Termination For Cause.  Employer may terminate this Agreement 
immediately upon written notice to Employee on the occurrence any of the 
following events:

          (a)  The failure of Employee to correct any material breach of 
this Agreement to the reasonable satisfaction of Employer within thirty 
(30) days following written notice from Employer specifying such breach;

          (b)  The revocation, termination, restriction, or suspension of 
Employee's license to practice his or her profession in the State of 
Tennessee, Employee's DEA permit (if applicable), or the exclusion of 
Employee from participation in Medicare, Medicaid, or CHAMPUS; or

          (c)  Any unprofessional or illegal conduct by Employee which 
makes the performance of this Agreement impractical, including, but not 
limited to, the conviction of a felony.

     13.  Covenant Not to Compete.  (a) Employee agrees and covenants that, 
during the term of this Agreement and for a period of five (5) years after 
termination of this Agreement, Employee shall not, either directly as a 
partner, employer, agent, independent contractor, employee or indirectly 
through a corporation, partnership, affiliate, subsidiary or otherwise:
          (i)  Establish, operate or provide professional medical services 
substantially similar to those provided for Employer pursuant to his 
employment relationship with Employer ("Prohibited Services") at any 
medical office, clinic or other health care facility at any location within 
Knox County, Tennessee (the "Restricted Territory");

          (ii)  Publicly announce or offer (by any method) to provide 
Prohibited Services within the Restricted Territory;

          (iii)  Solicit, induce or attempt to induce patients of any 
physician (including Employee) associated or affiliated with Employer to 
leave the care of physicians associated or affiliated with Employer; or

          (iv)  Solicit, induce or attempt to induce any employee, 
consultant or other persons associated or affiliated with Response 
Oncology, Inc. ("Response") or any Affiliate of Response, or any medical 
practice (including Employer) to leave the employment of, or to discontinue 
their association with, Response or such Affiliate of Response.

Employer acknowledges and agrees that nothing in the foregoing will be 
construed to restrict the Employee from (i) delivering physician services 
that are unrelated to the fields of hematology or oncology, including the 
practice of internal medicine, (ii) teaching hematology or oncology, or 
(iii) assuming directorships of hospices following termination of this 
Agreement.  Moreover, the employee acknowledges and agrees that Response, 
by reason of its long-term management relationship with Employer, is an 
intended third-party beneficiary of the provisions of this Section 13.

     (b)  If Employee violates the covenants set forth in this Section 13, 
then the duration of the restrictions contained herein shall be extended an 
additional month for each month during which such violation occurred but 
was not discovered by Employer or Response, beginning upon the date that 
Employer or Response learns of the violation and so notifies Employee in 
writing.

     (c)  Employee acknowledges and agrees that the covenants contained in 
this Section 13 are necessary to protect the business and goodwill of 
Employer and Response and that a breach of these covenants will result in 
irreparable harm and continuing damage to Employer and Response.  As a 
result, Employee agrees that if Employee breaches or threatens to breach 
these covenants, Employer and/or Response, acting either in its own behalf 
or as agent for Employer pursuant to that certain Service Agreement between 
Employer and Response, shall be entitled to specific performance and/or 
injunctive or other equitable relief in order to prevent the continuation 
of such harm, as well as money damages.  Employee waives any requirement 
for the securing or posting of any bond in connection with the obtaining of 
any such equitable relief.

     (d)  Employee acknowledges and agrees that if Employee breaches the 
covenants contained in this Section 13 and Employer and/or Response are 
unable for any reason to obtain a restraining order from a court of 
competent jurisdiction within thirty (30) days after application to enjoin 
the breach by Employee, it will be difficult to calculate the precise 
amount of damages suffered by Employer and Response.  As a result, the 
parties have determined that, in the event of such a breach, Employer shall 
be entitled to liquidated damages equal to three hundred percent (300%) of 
the total amount of professional service revenues attributable to Employee 
during the twelve (12) months prior to the termination of this Agreement.

     (e)  The parties have attempted to limit the provisions of this 
Section 13 only to the extent necessary to protect each party's interests.  
However, the parties hereby agree that, in the event that any provision, 
section or subsection of this Section 13 is adjudged by any court of 
competent jurisdiction to be void or unenforceable, in whole or part, such 
court shall modify and enforce any such provision, section or subsection to 
the extent that it believes to be reasonable under the circumstances.

     14.  Notices.  Any notice required or permitted under the terms of 
this Agreement shall be in writing and shall delivered by any reasonable 
means, which may include but is not limited to hand delivery or United 
States Mail.  Any notice given by United States Mail shall be effective on 
the mailing date.  Notice given by any other reasonable means, including 
hand delivery, shall be effective on receipt.

     15.  Entire Agreement.  This Agreement contains the entire agreement 
between the parties relating to the subject matter addressed herein.  Any 
prior or contemporaneous agreement, promise, or representation, whether 
oral or written, relating to the subject matter of this Agreement and not 
expressly set forth or referenced in this Agreement or a proper amendment 
hereto shall be of no force or effect.

     16.  Amendment.  This Agreement may be amended only by the mutual 
written consent of the parties, and no oral modification or amendment shall 
be permitted.

     17.  Assignment.  This Agreement and Employee's rights and obligations 
hereunder may not be assigned or transferred by Employee.  Employer may 
assign this Agreement, and its rights and obligations hereunder, to any 
person that controls, is controlled by, or is under common control with 
Employer, or which is merged with or into Employer, or that purchases all 
or substantially all of the assets of Employer.

     18.  Binding Effect.  This Agreement shall be binding upon and shall 
inure to the benefit of the respective parties hereto and their successors 
and permitted assigns.

     19.  Waiver.  Any of the terms or conditions of this Agreement which 
may be waived may be waived in writing at any time by any party hereto 
which is entitled to the benefit thereof.  Waiver of breach of any 
provision of this Agreement shall not be deemed a waiver of any other 
breach of the same or a different provision.

     20.  Remedies.  Nothing in this Agreement shall be construed to limit 
the lawful remedies available to either party in the event of breach of any 
provision of this Agreement.  The provisions of this Agreement and the 
performance of each party hereunder may be enforced by any right or remedy 
available at law or in equity.

     21.  Severability.  In the event that any provision of this Agreement 
is rendered invalid or unenforceable, such provision shall be severed from 
this Agreement and the remaining provisions of this Agreement shall 
continue in full force and effect, provided, however, that if the effect of 
the severance of such unenforceable provision is to substantially deprive 
Employer of the benefit of the services of Employee or the revenues derived 
therefrom, or to substantially deprive Employee of the benefit of 
compensation for services rendered, this Agreement may be terminated by the 
party so deprived immediately upon written notice to the other party.

     22.  Headings or Captions.  The headings or captions provided 
throughout this Agreement are for reference purposes only, shall not be 
considered in construing the terms and conditions of this Agreement, and 
shall not in any way affect the meaning or interpretation of this 
Agreement.

     23.  Schedules and Exhibits.  The schedules and exhibits referenced in 
this Agreement are an essential part of the agreement of the parties, and 
shall be considered for all purposes a part of this Agreement.  Any and all 
counterparts, photocopies, or other reproductions of this Agreement shall 
include all of its schedules and exhibits, attached to and made a part of 
the Agreement.

     24.  Governing Law.  This Agreement shall be governed by and construed 
in accordance with the law of the State of Tennessee.

     25.  Counterparts.  This Agreement may be executed in any number of 
counterparts, each of which shall be deemed to be an original.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the day and year first written above.


               KNOXVILLE HEMATOLOGY-ONCOLOGY ASSOCIATES, P.L.L.C.
               ("Employer")



               By:_______________________________________
                   Allan M. Grossman, M.D.




               _____________________, M.D.
               ("Employee")



               __________________________________________
                                                    ,M.D.




SCHEDULE A

COMPENSATION OF EMPLOYEE

     Employee shall be entitled to receive, throughout the term of this 
Agreement, a base salary of $________ per year, payable in arrears in equal 
monthly installments.  In addition, Employee shall be entitled to a 
discretionary bonus in such amount as shall be determined by Employer, 
based on Employee's production and value to Employer.  Any bonus amounts 
payable under this Agreement shall be determined and paid not more 
frequently than quarterly and not less frequently than yearly, at the 
discretion of Employer.  All salary and bonus amounts shall be paid as 
salary, pursuant to this employment agreement, subject to applicable taxes 
and other usual payroll deductions.
THIS SCHEDULE IS AN ESSENTIAL PART OF THE AGREEMENT OF THE PARTIES
AND MUST BE INCLUDED WITH ANY AND ALL COPIES OF THE AGREEMENT
(Initial)     Employer: ________

Employee: ________

EX-99.2

                                               EXHIBIT 99.2



                          SERVICE AGREEMENT

                            BY AND AMONG

                      RESPONSE ONCOLOGY, INC.

           KNOXVILLE HEMATOLOGY-ONCOLOGY ASSOCIATES, P.L.L.C.

                                AND

      MEMBERS OF KNOXVILLE HEMATOLOGY-ONCOLOGY ASSOCIATES, P.L.L.C.

                          April 12, 1996
 


SERVICE AGREEMENT

     THIS SERVICE AGREEMENT dated as of April 12, 1996 by and among 
RESPONSE ONCOLOGY, INC., a Tennessee corporation ("Response"), KNOXVILLE 
HEMATOLOGY-ONCOLOGY ASSOCIATES, P.L.L.C., a Tennessee professional limited 
liability company (the "Provider") and THE MEMBERS OF KNOXVILLE HEMATOLOGY-
ONCOLOGY ASSOCIATES, P.L.L.C. (the "Members").

RECITALS:

     WHEREAS, Response is in the business of owning certain assets of and 
managing and operating medical clinics, and providing support services to 
and furnishing medical practices with the necessary facilities, equipment, 
personnel, supplies and support staff to operate a medical practice;

     WHEREAS, effective April 12, 1996, Response and the Members will 
execute a definitive agreement (the "Purchase Agreement") pursuant to which 
Response will contract to acquire from the Members all of their rights, 
title and interests in and to the medical partnership operating as 
Knoxville Hematology-Oncology Associates (the "Group");

     WHEREAS, the Members have formed the Provider for the purpose of 
continuing their medical practice following consummation of the transaction 
contemplated by the Purchase Agreement;

     WHEREAS, the Provider and the Members desire to retain Response to 
perform the practice management functions described herein in order to 
permit the Provider and the Members to devote substantially full time and 
efforts on a concentrated and continuous basis to the rendering of medical 
services to patients;

     NOW THEREFORE, in consideration of the premises and the mutual 
covenants and agreements herein contained, effective April 12, 1996, the 
Provider, the Members and Response agree to the terms and conditions 
provided in this Agreement.

ARTICLE 1.
RELATIONSHIP OF THE PARTIES

     1.1.Independent Relationship.  The Provider and Response intend to act 
and perform as independent contractors, and the provisions hereof are not 
intended to create any partnership, joint venture, agency or employment 
relationship between the parties.  Notwithstanding the authority granted to 
Response herein, Response and the Provider agree that the Provider shall 
retain the authority to direct the medical, professional, and ethical 
aspects of its medical practice.  Each party shall be solely responsible 
for and shall comply with all state and federal laws pertaining to 
employment taxes, income withholding, unemployment compensation 
contributions and other employment related statutes applicable to that 
party.

     1.2.Responsibilities of the Parties. As more specifically set forth 
herein, Response shall provide the Provider with offices and facilities, 
equipment, supplies, support personnel, and management and financial 
advisory services.  As more specifically set forth herein, the Provider 
shall be responsible for the recruitment and hiring of Physicians and all 
issues related to medical practice patterns and documentation thereof.  
Notwithstanding anything herein to the contrary, no "designated health 
service" as defined in 42 U.S.C.  1395nn, including any amendments or 
successors thereto, shall be provided by Response under this Agreement.
 
     1.3.Provider's Matters.  Matters involving the internal agreements and 
finances of the Provider, including the distribution of professional fee 
income among the individual Physician Members (as hereinafter defined), tax 
planning, and pension and investment planning (and expenses relating solely 
to these internal business matters), hiring, firing and licensing of Non-
physician Employees (hereinafter defined) shall remain the sole 
responsibility of the Provider and the individual Physician Members.

     1.4.Patient Referrals.  The parties agree that the benefits to the 
Provider hereunder do not require, are not payment for, and are not in any 
way contingent upon the admission, referral or any other arrangement for 
the provision of any item or service offered by Response to any of the 
Provider's patients in any facility or laboratory controlled, managed or 
operated by Response.

     1.5.  Professional Judgment.     Each of the parties acknowledges and 
agrees that the terms and conditions of this agreement pertain to and 
control the business and financial relationship between and among the 
parties but do not pertain to and do not control the professional and 
clinical relationship between and among the Provider, the Provider's 
Employees, and the Provider's patients.  Nothing in this Agreement shall be 
construed to alter or in any way affect the legal, ethical and professional 
relationship between and among the Provider and the Provider's patients, 
nor shall anything contained in this Agreement abrogate any right, 
privilege, or obligation arising out of or applicable to the physician-
patient relationship.


ARTICLE 2.
DEFINITIONS

     2.1.Definitions.For the purposes of this Agreement, the following 
definitions shall apply:

     Financial and Accounting Definitions:

          (a)"Account Debtor" shall mean an account debtor or any other 
Person obligated in respect of an Account Receivable.

          (b)"Accounts Receivable" shall mean, with respect to the 
Provider, all accounts and any and all rights to payment of money or other 
forms of consideration of any kind now owned or hereafter acquired (whether 
classified under the Uniform Commercial Code as accounts, chattel paper, 
general intangibles, or otherwise) for goods sold or leased or for services 
rendered by the Provider, including, but not limited to, accounts 
receivable, proceeds of any letters of credit naming the Provider as 
beneficiary, chattel paper, insurance proceeds, contract rights, notes, 
drafts, instruments, documents, acceptances, and all other debts, 
obligations and liabilities in whatever form from any other Person, 
provided that cash, checks and credit card purchases are not included in 
the definition of Accounts Receivable.

          (c)References to "amounts recorded" shall mean all amounts 
recorded or recordable in accordance with GAAP (hereinafter defined), 
including, without limitation, all billed Physician Services Revenue 
hereinafter defined and Non-Physician Revenue hereinafter defined, earned 
Capitation Revenue hereinafter defined and all expenses that are subject to 
accrual under GAAP.
 
          (d)"Annual Surplus" shall mean Practice Revenue (hereinafter 
defined) less the sum of the Base Service Fee (hereinafter defined), 
Practice Retainage (hereinafter defined) and Non-physician Employee 
Compensation (hereinafter defined).

          (e)"Bad Debt Allowance" shall mean, with respect to Accounts 
Receivable, an allowance for uncollectible Accounts Receivable determined 
based on a methodology approved by the Oversight Committee.

          (f)"Base Service Fee" shall mean the base fee set forth on 
Schedule A hereto.  

          (g)"Base Fee" shall mean an amount payable monthly to Response by 
the Provider equal to the Base Draw set forth on Schedule A.

          (h)"Capitation Revenue" shall mean amounts recorded consisting of 
revenue from managed care organizations, where payment is made periodically 
on a per member basis, administration payments, co-payments and all other 
payments by managed care organizations, including, without limitation, 
managed care variable expense bonuses, hospital expense bonuses or any 
other bonus or payment which rewards the Provider for its medical 
performance under any managed care arrangement.

          (i)"Clinic Expenses" shall mean all amounts recorded comprising 
the expenses incurred in the operation of any Clinic, including, without 
limitation: 

               (A)salaries, benefits and other direct costs of any 
Executive Director employed pursuant to Section 5.6 below and all personnel 
employed by Response at a Clinic, including Non-physician Employee 
Compensation; 

               (B)  obligations of Response under leases or subleases of 
facilities and personal property utilized by the Provider, including, 
without limitation, Clinics and medical offices, medical, laboratory and 
other equipment utilized by the Provider; 

               (C)  personal property and intangible taxes assessed against 
properties and assets utilized by the Provider or otherwise deployed in any 
Clinic commencing on the date of this Agreement; and

               (D)  other ordinary, necessary and reasonable expenses 
incurred by Response in carrying out its obligations under this Agreement, 
including, without limitation, depreciation on equipment utilized in the 
Clinics, interest on secured loans (other than notes payable by Response to 
any Member or his/her assigns arising out of the Purchase Agreement) 
incurred to purchase Clinic equipment, insurance (except professional 
liability of physicians, which will remain a physician expense), laundry, 
supplies, cost of goods sold from inventory, utilities, telephone service, 
printing, stationery, advertising, postage, medical transcribing and waste 
deposal.  

          All Clinic Expenses shall be computed in accordance with GAAP.  
To the extent expenses incurred benefit multiple clinics, such Clinic 
Expenses shall be allocated among such Clinics benefitting from such 
expenditure as Response shall reasonably determine with the approval of the 
Oversight Committee.  Clinic Expenses shall not include (i) any corporate 
overhead charges of Response, (ii)  the cost of any capital expenditures 
incurred by Response pursuant hereto, except to the extent of depreciation, 
amortization (except amortization of the Service Agreement Intangible 
(hereinafter defined) which shall not be a Clinic Expense), interest and 
other period charges under GAAP in respect of such capital expenditures, 
(iii) any federal or state income taxes, (iv) base rental payments under 
any sub-lease arrangement and (v) any expenses which are expressly 
designated herein as expenses or responsibilities of and are paid by the 
Provider; provided, however, that in the case of Non-physician Employee 
Compensation, such expenses shall be Clinic Expenses notwithstanding the 
obligation of the Provider to pay same.

          (j)"Fee Adjustment" shall mean any adjustment for any discount, 
non-allowed contractual or other adjustment under Medicare, Medicaid, any 
preferred provider plan, workers' compensation plan, employee/dependent 
health care benefit program or other contractual arrangement between the 
Provider and any Third Party Payor, and any professional courtesy or other 
reasonable and customary discount that results in fee revenue not being 
collected.

          (k)"GAAP" shall mean generally accepted accounting principles set 
forth in the opinions and pronouncements of the Accounting Principles Board 
of the American Institute of Certified Public Accountants and statements 
and pronouncements of the Financial Accounting Standards Board or in such 
other statements by such other entity or other practices and procedures as 
may be approved by a significant segment of the accounting profession or 
prescribed by the Securities and Exchange Commission, which are applicable 
to the circumstances as of the date of determination.  For purposes of this 
Agreement, GAAP shall be applied in a manner consistent with the historic 
practices used by Response.

          (l)"Governmental Receivables" shall mean an Account Receivable of 
the Provider which (i) arises in the ordinary course of business of the 
Provider, (ii) has as its Third Party Payor the United States of America or 
any state or any agency or instrumentality of the United States of America 
or any state which makes any payments with respect to Medicare or Medicaid 
or with respect to any other program (including CHAMPUS) established by 
federal or state law, and (iii) is required by federal or state law to be 
paid or to be made to the Provider as a health care provider.  Governmental 
Receivables shall not, however, refer to amounts payable by private 
insurers under contract to provide benefits under the Federal Employee 
Health Benefit Program.

          (m)"Non-Physician Revenue" shall mean all amounts recorded as 
fees (net of Fee Adjustments and Bad Debt Allowance) by or on behalf of 
either the Provider or Response which are not Physician Services Revenue or 
Capitation Revenue, but excluding any interest, investment, rental or 
similar payments or income made or payable to the Provider or Response that 
are unrelated to the provision of medical services or products.

          (n)"Performance Fee" shall mean an amount payable to Response on 
a calendar-year basis as computed pursuant to the formula set forth in 
Schedule A hereto.

          (o)"Non-physician Employee Compensation" shall mean all amounts 
recorded as salaries, wages (including overtime), benefits, payroll taxes 
and other compensation expense by the Provider in respect of Physician 
Extender Personnel (hereinafter defined) and Technical Employees 
(hereinafter defined) who are Non-physician Employees (hereinafter 
defined), to the extent such amounts are required to be paid by the 
Provider under Applicable Law or the reimbursement policies of any Third 
Party Payor. 

          (p)"Physician Expense" shall mean the sum of (i) salaries, 
bonuses and other compensatory payments to Physicians (hereinafter defined) 
employed by or otherwise performing services for the Provider, including 
Physician Members; (ii) perquisites and benefits provided to such persons; 
(iii) travel and entertainment expense, continuing education expense, 
professional liability expense and other expenses and payments that 
primarily benefit such persons; provided, however, that any such expense 
incurred at the direction of Response shall not be a Physician Expense and 
shall instead be a Clinic Expense; and (iv) payroll taxes in respect of any 
of the foregoing.

          (q)"Physician Services Revenue" shall mean (a) all amounts 
recorded as fees (net of Fee Adjustments and Bad Debt Allowance) by or on 
behalf of the Provider as a result of professional medical services 
furnished to patients by Non-physician Employees and Physician Extender 
Personnel, whether rendered in an inpatient or outpatient setting plus (b) 
Capitation Revenue, and excluding any items approved pursuant to Section 
4.2(c) below.

          (r)"Practice Retainage" shall mean an amount equal to the 
percentage of Practice Revenue set forth on Schedule A hereto.

          (s)"Practice Revenue" shall mean the sum of all amounts recorded 
by the Provider as Physician Services Revenue, Non-Physician Revenue, 
Capitation Revenue and other revenue attributable to the conduct of the 
Provider's medical practice, but shall specifically exclude profits from 
any investment of the Provider in any partnership, joint venture, 
corporation, limited liability company and any other revenue not derived 
from the providing of services by employees of the Provider or Response. 

          (t)"Service Fees" shall mean the sum of the Base Service Fee and 
the Performance Fee (if any).

     Other Definitions:

          (u)An "Affiliate" of a corporation shall mean (a) any person or 
entity directly or indirectly controlled by such corporation, (b) any 
person or entity directly or indirectly controlling such corporation, (c) 
any subsidiary of such corporation if the corporation has a fifty percent 
(50%) or greater ownership interest in the subsidiary, or (d) such 
corporation's parent corporation if the parent has a fifty percent (50%) or 
greater ownership interest in the corporation.  For purposes of this 
Section 2.1(u), the Provider is not an affiliate of Response.

          (v)"Applicable Law" shall mean all applicable provisions of 
constitutions, statutes, rules, regulations, ordinances and orders of all 
Governmental Authorities and all orders and decrees of all courts, 
tribunals and arbitrators, and shall include, without limitation, Health 
Care Law.

          (w)"CHAMPUS" shall mean the Civilian Health and Medical Program 
of the Uniformed Services.
 
          (x)"Clinic" shall mean the practice facility currently utilized 
by the Provider, and any facility, related business and all medical group 
business operations which the Provider and Response may, in the future, 
mutually agree to characterize as a Clinic.

          (y)"Employment Agreement" shall mean an employment agreement 
between each physician now or hereinafter employed by the Provider and the 
Provider pursuant to which the physician shall be employed by the Provider 
to provide medical services on behalf of the Provider, which Employment 
Agreement shall be substantially in the form set forth as Exhibit 2.1(y) 
hereto.

          (z)"Governmental Authority" shall mean any national, state or 
local government (whether domestic or foreign), any political subdivision 
thereof or any other governmental, quasi-governmental, judicial, public or 
statutory instrumentality, authority, board, body, agency, bureau or entity 
or any arbitrator with authority to bind a party at law.

          (aa)"Group" shall mean Knoxville Hematology & Oncology 
Associates, a Tennessee general partnership of which the Members were the 
sole general partners and which, prior to consummation of the Purchase 
Agreement, conducted the medical practice of the Members.

          (ab)"Health Care Law" shall mean any Applicable Law regulating 
the acquisition, construction, operation, maintenance or management of a 
health care practice, facility, provider or payor, including without 
limitation 42 U.S.C. Section 1395 nn and 42 U.S.C. Section 1320a-7b.

          (ac)"Liquidated Damages Amount" shall mean an amount equal to the 
Liquidated Damages Amount set forth on Schedule A hereto. 

          (ad)"Medicaid" shall mean any state program pursuant to which 
health care providers are paid or reimbursed for care given or goods 
afforded to indigent persons and administered pursuant to a plan approved 
by the Health Care Financing Administration under Title XIX of the Social 
Security Act.

          (ae)"Medicare" shall mean any medical program established under 
Title VIII of the Social Security Act and administered by the Health Care 
Financing Administration.

          (af)"Member" shall mean each Member of the Provider as of the 
date hereof.

          (ag)"Necessary Authorization" shall mean with respect to the 
Provider all certificates of need, authorization, certifications, consents, 
approvals, permits, licenses, notices, accreditations and exemptions, 
filings and registrations, and reports required by Applicable Law, 
including, without limitation, Health Care Law, which are required, 
necessary or reasonably useful to the lawful ownership and operation of the 
Provider's business.
     
          (ah)"Oversight Committee" shall mean a seven (7) member committee 
established pursuant to Section 4.1.  Except as otherwise provided, the act 
of a majority of the members of the Oversight Committee shall be the act of 
the Oversight Committee.
 
          (ai)"Person" shall mean an individual, corporation, partnership, 
joint venture, trust, association, or unincorporated organization, or a 
government or any agency or political subdivision thereof including, 
without limitation, a Third Party Payor.

          (aj)  "Physician" shall mean all medical doctors employed by the 
Provider or with whom the Provider has entered into independent contractor 
or other non-employee relationships, and

          (ak)"Non-physician Employees" shall mean all persons other than 
Physicians who deliver billable medical or health care services under the 
direction of the Provider and its Physicians or are otherwise under 
contract with the Provider to provide professional services to Clinic 
patients and, in each case, who are duly licensed to provide professional 
medical services in the State of Tennessee and all Technical Employees.  
Such definition may include Physician Extender Personnel to the extent such 
Physician Extender Personnel are required by Applicable Law or 
reimbursement policies of any Third Party Payor to be employed by the 
Provider.

          (al)"Physician Extender Personnel" shall mean employees of 
Response who deliver services to the Provider, including without limitation 
nurse anesthetists, physician assistants, registered and licensed practical 
nurses, nurse practitioners, psychologists, and other such persons, other 
than physicians, who are not Non-physician Employees. 

          (am)"Physician Members" shall mean those Physicians who are from 
time to time hereafter members of the Provider.

          (an)"Practice Assets" shall have the meaning ascribed to that 
term in Section 11.5 of this Agreement.

          (ao)  "Provider" shall mean Knoxville Hematology-Oncology 
Associates, P.L.L.C., a Tennessee professional limited liability company 
operating a group medical practice in the general oncology specialty.

          (ap)"Provider Event of Default" shall have the meaning ascribed 
to such term in Section 11.4 hereof.

          (aq)"Purchase Agreement" shall mean that certain Purchase and 
Sale Agreement dated as of April 12, 1996 by and among Response and the 
Members.

          (ar)"Remaining Physician Member" shall mean any Physician Member 
who shall have been a Member at the effective time of this Agreement and 
who, at any time within one (1) year prior to the occurrence of a Provider 
Event of Default shall have been a Physician Member; provided, however, 
that such term shall not include any Member who shall have, within such one 
year period, ceased to be a Physician Member by reason of such Physician 
Member's withdrawal as a Physician Member of the Provider under 
circumstances which, in the reasonable judgment of Response, did not have 
as a primary purpose the avoidance of the provisions of Section 11.6 
hereof, or by reason of such Physician Member's death, disability or 
retirement at normal retirement age.

          (as)"Response" shall mean Response Oncology, Inc., a Tennessee 
corporation incorporated on June 26, 1984 under the name Biotherapeutics 
Incorporated, whose name was changed to Response Technologies, Inc. by 
Charter amendment on October 30, 1989, and subsequently to Response 
Oncology, Inc. by Charter amendment on November 1, 1995, and its wholly 
owned subsidiaries, including the Group.

          (at)"Response Event of Default" shall have the meaning ascribed 
to such term in Section11.3 of this Agreement.

          (au)"Technical Employees" shall mean technicians who provide 
services in the diagnostic areas of the Provider's practice, such as 
employees of any Clinic laboratory, radiology technicians and cardiology 
technicians.  All Technical Employees shall be Non-physician Employees.

          (av)"Third Party Payor" shall mean each Person which makes 
payment under a Third Party Payor Program, and each Person which 
administers a Third Party Payor Program.

          (aw)"Third Party Payor Program" shall mean Medicare, Medicaid, 
CHAMPUS, insurance provided by Blue Cross and/or Blue Shield, managed care 
plans, and any other private health care insurance programs and employee 
assistance programs as well as any future similar programs.

ARTICLE 3.
FACILITIES TO BE PROVIDED BY RESPONSE

     3.1.Facilities.  Response shall provide to the Provider for its use in 
its group medical practice the offices and facilities more fully described 
in Exhibit 3.1 hereto, the furnishings, fixtures and equipment located 
thereupon, and shall pay all costs (all of which shall be Clinic Expense) 
of repairs, maintenance and improvements, utility (telephone, electric, 
gas, water) expenses, normal janitorial services, refuse disposal and all 
other costs and expenses reasonably incurred in conducting the operations 
contemplated by this Agreement in each Clinic during the term of this 
Agreement, including, without limitation, related real or personal property 
lease cost payments and expenses, taxes and insurance.  The Provider shall 
comply with all terms and provisions of any lease or other agreement with 
respect to such facility.  Response shall maintain such facility and 
equipment used by the Provider in updated, fully operational condition, 
ordinary wear and tear excepted.  Response shall consult with the Provider 
regarding the condition, use and needs for the offices, facilities and 
improvements, and any purchase, lease or improvement of any offices, 
facilities or improvements, or change in any of the foregoing, shall be as 
directed and/or approved by a majority of the Oversight Committee.  
Response shall follow all reasonable directions of the Oversight Committee 
in respect of improvements to the offices, facilities and equipment to be 
used by the Provider.  The Provider shall not amend, modify or terminate 
any sub-lease agreements without the prior written consent of Response.

     3.2     Use of Facilities.  The Provider shall not use or occupy any 
facility owned or leased by Response for any purpose which is prohibited by 
any Applicable Law, this Agreement, or the terms of any lease or other 
arrangement with respect to the use or occupancy of such facility, or which 
may be dangerous to life, limb, or property (except medical services 
provided in the ordinary course of business), or which would increase the 
fire or extended coverage insurance rate on such facility.

ARTICLE 4.
DUTIES OF THE OVERSIGHT COMMITTEE

     4.1.Formation and Operation of the Oversight Committee.  The parties 
shall establish an Oversight Committee which shall be responsible for 
developing management and administrative policies for the overall operation 
of each Clinic.  The Oversight Committee shall consist of seven (7) 
members.  Response shall designate, and shall have the right to remove and 
replace, in its sole discretion, three (3) members of the Oversight 
Committee.  The Provider shall designate, and shall have the right to 
remove and replace, in its sole discretion, four (4) members of the 
Oversight Committee.  The Oversight Committee shall have the authority to 
adopt bylaws (which shall include the fixing of a quorum for the conduct of 
business by the Oversight Committee), establish regular meeting times and 
places, call special meetings for any purpose and elect a chairman and a 
secretary who shall preside over and record, respectively, the proceedings 
at any meeting of the Oversight Committee.  Except as otherwise provided 
herein, the affirmative vote of a majority of the members of the Oversight 
Committee shall be required for approval of any action taken thereby. 

     4.2.Duties and Responsibilities of the Oversight Committee.  The 
Oversight Committee shall have the following duties and obligations:

          (a)Capital Improvements and Expansion.  Any renovation and 
expansion plans and capital equipment expenditures with respect to any 
Clinic shall be reviewed and approved by the Oversight Committee and shall 
be based upon economic feasibility, physician support, productivity and 
then current market conditions.

          (b)Annual Budgets.All annual capital and operating budgets 
prepared by Response, as set forth in Section 5.2, shall be subject to the 
review and approval of the Oversight Committee, which shall have the 
authority to reject individual items in the budget and to fix such amounts 
so rejected; provided, however, that in the event the Oversight Committee 
exercises such authority and increases any budget amount by more than ten 
(10%) percent of the amount proposed by Response and does not propose a 
commensurate reduction in other budget items reasonably acceptable to 
Response, then such modification shall be approved by a vote of five-
sevenths (5/7) of the Oversight Committee.

          (c)Exceptions to Inclusion in the Physician Services Calculation.  
The exclusion of any revenue from Practice Revenue, whether now or in the 
future, shall be subject to the approval by a vote of five-sevenths (5/7) 
of the Oversight Committee.  Current approved exceptions are listed in the 
attached Exhibit 4.2(c).

          (d)Advertising.All advertising and other marketing of the 
services performed at any Clinic shall be subject to the prior review and 
approval of the Oversight Committee.

          (e)Patient Fees; Collection Policies.As a part of the annual 
operating budget, in consultation with the Provider and Response, to the 
extent allowed by Applicable Law, the Oversight Committee shall review and 
advise the Provider as to an appropriate fee schedule for all physician and 
ancillary services rendered by the Provider, which fee schedule shall 
ultimately be determined by the Provider in its sole discretion.  In 
addition, the Oversight Committee shall approve the credit collection 
policies of any Clinic.

          (f)Non-Physician Services.The Oversight Committee shall establish 
Clinic-provided non-physician services based upon the pricing, access to 
and quality of such services.

          (g) Provider and Payor Relationships.Decisions regarding the 
establishment or maintenance of relationships with managed care 
organizations, institutional health care providers and Third Party Payors 
shall be made by the Oversight Committee in consultation with Response and 
the Provider. 
          
          (h)Strategic Planning.The Oversight Committee shall develop long-
term strategic planning objectives.

          (i) Capital Expenditures.The Oversight Committee shall determine 
the priority of major capital expenditures benefitting the Clinics.

          (j) Physician Hiring.The Oversight Committee shall determine the 
number and type of physicians required for the efficient operation of each 
Clinic.  The approval of the Oversight Committee shall be required for any 
variations to the restrictive covenants in any physician employment 
contract.

          (k)Executive Director.The selection and retention of any 
Executive Director pursuant to Section 5.6 and the salary and cash fringe 
benefits of each Executive Director shall be pursuant to the direction and 
control of the Oversight Committee.  If the Provider is dissatisfied with 
the services provided by any Executive Director, the Provider shall refer 
the matter to the Oversight Committee.  The Oversight Committee shall, in 
good faith, determine whether the performance of such Executive Director 
could be brought to acceptable levels through counsel and assistance, or 
whether the Executive Director's employment should be terminated.

ARTICLE 5.
ADMINISTRATIVE SERVICES TO BE PROVIDED BY RESPONSE

     5.1.Performance of Management Functions.Response shall provide or 
arrange for the services set forth in this Article 5, the cost of all of 
which shall be paid by Response and included in Clinic Expenses.  Response 
is hereby expressly authorized to perform its services hereunder in 
whatever manner it deems reasonably appropriate to meet the day-to-day 
requirements of Clinic operations in accordance with the general standards 
approved by the Oversight Committee, including, without limitation, 
performance of some of the business office functions at locations other 
than a Clinic.  The Provider will not act in a manner which would prevent 
Response from efficiently managing the day-to-day operations of each Clinic 
in a business-like manner.

     5.2.Financial Planning and Goals.Response shall prepare annual capital 
and operating budgets reflecting in reasonable detail anticipated revenue 
and expenses, sources and uses of capital for growth in the Provider's 
practice and medical services rendered at each Clinic.  Response shall 
determine the amount and form of capital to be invested annually in each 
Clinic and shall specify the targeted profit margin for each Clinic which 
shall be reflected in the overall budget.  Response realizes that a Clinic 
may realize opportunities to provide new services and utilize new 
technologies that will require capital expenditures and anticipates that 
such opportunities may include ambulatory surgery centers, renovations to 
Clinic facilities, the addition of satellite locations and new and 
replacement equipment pursuant to Section 3.1, and Response agrees to 
provide funds to allow the Clinic to provide such new services and to 
utilize such new technologies.  Such budgets shall be presented to the 
Oversight Committee at least sixty (60) days prior to the end of the 
preceding calendar year.  The Oversight Committee shall us its best efforts 
to agree upon a budget at least thirty (30) days prior to the end of such 
preceding Calendar year as provided in Section 4.2(b), and, once approved 
in such manner, shall be binding upon Response and the Provider unless 
modified or revised in like manner by the Oversight Committee.

     5.3.Financial Statements.  Response shall prepare annual financial 
statements on a cash basis for the separate operations of each Clinic and 
shall prepare an annual pro-forma, accrual basis combined income statement 
for all Clinics for purposes of determining the Annual Surplus.  If the 
Provider desires an audit of any financial statement, the Provider may 
obtain such an audit at its own expense.  Response shall prepare monthly 
unaudited financial statements containing a combined balance sheet and 
statements of operations for the Clinics, which shall be delivered to the 
Provider within thirty (30) days after the close of each calendar month.  
Notwithstanding the foregoing, Response shall be under no obligation to 
keep multiple sets of books for cash basis and accrual basis methods of 
accounting, but shall be entitled to keep one set of books maintained on an 
accrual basis method of accounting, which shall be converted by workpaper-
only entries to the cash basis method of accounting for purposes of 
preparing the cash basis financial statements described above.

     5.4.Inventory and Supplies.  Response shall order and purchase 
reasonable and requested medical and office inventory and supplies required 
by the Provider to provide quality services in the day-to-day operations of 
its medical practice. 

     5.5.Management Services and Administration.

          (a)  The Provider hereby appoints Response as its sole and 
exclusive manager and administrator of all day-to-day business functions 
connected with its group medical practice.  The Provider agrees that the 
purpose and intent of this Service Agreement is to relieve the Provider, 
the Physicians and Non-physician Employees, to the maximum extent possible, 
of the administrative, accounting, payroll, accounts payable, personnel and 
business aspects of its practice, with Response assuming responsibility for 
and being given all necessary authority to perform these functions.  
Response agrees that the Provider, and only the Provider, will perform the 
medical functions of its practice.  Response will have no authority, 
directly or indirectly, to perform, and will not perform, any medical 
function.  Response may, however, advise the Provider as to the 
relationship between its performance of medical functions and the overall 
administrative and business functioning of its practice.  To the extent 
that they assist the Provider in performing medical functions, all clinical 
personnel performing patient care services obtained and provided by 
Response shall be subject to the professional direction and supervision of 
the Provider and, in the performance of such medical functions, shall not 
be subject to any direction or control by, or liability to, Response, 
except as may be specifically authorized by the Provider.  The Provider 
hereby indemnifies and holds Response, its officers, directors, 
shareholders, agents and affiliates, their successors and assigns 
("Indemnified Persons") harmless, and shall reimburse the Indemnified 
Persons for, from and against each claim, loss, liability, cost and expense 
(including, without limitation, interest, penalties, costs of preparation 
and investigation, and the reasonable fees and disbursement expenses of 
attorneys and other professional advisors) directly or indirectly relating 
to, resulting from or arising out of any medical function performed, or 
which should have been performed, under the supervision of the Provider or 
Non-physician Employees.

          (b)  Response shall, on behalf of the Provider and under the 
Provider's provider number, bill patients and Third Party Payors, and shall 
collect the professional fees for medical services rendered by the Provider 
in each Clinic, for services performed outside a Clinic for the Provider's 
hospitalized patients, and for all other professional and Clinic services.  
Response's billing and collection practice shall be consistent with those 
of comparable, nationally recognized, well managed group medical practices.  
The Provider hereby appoints Response for the term hereof to be its true 
and lawful attorney-in-fact, for the following purposes:  (i) to bill 
patients in the Provider's name and on its behalf;  (ii) to collect 
Accounts Receivable resulting from such billing in the Provider's name and 
on its behalf; (iii)  to receive payments from insurance companies, 
prepayments from health care plans, and payments from all other Third Party 
Payors;  (iv) to take possession of and endorse in the name of the Provider 
(and/or in the name of an individual Physician, such payment intended for 
purpose of payment of a Physician's bill) any notes, checks, money orders, 
insurance payments and other instruments received in payment of Accounts 
Receivable; and  (v) with the advance consent of the Oversight Committee, 
to initiate legal proceedings in the name of the Provider or any Physician 
to collect any accounts and monies owed to the Provider, Clinic or any 
Physician, to enforce the rights of the Provider or any Physician as a 
creditor under any contract or in connection with the rendering of any 
service, and to contest adjustments and denials by any Governmental 
Authority (or its fiscal intermediaries) as Third Party Payors.  All 
adjustments made for uncollectible accounts, professional courtesies and 
other activities that do not generate a collectible fee shall be done in a 
reasonable and consistent manner.

          (c)  Response shall design, supervise and maintain custody of all 
files and records relating to the operation of each Clinic, including but 
not limited to accounting, billing, patient medical records, and collection 
records.  Patient medical records shall at all times be and remain the 
property of the Provider and shall be located at Clinic facilities so that 
they are readily accessible for patient care.  The Physicians shall have 
the obligation to oversee the preparation and maintenance of patient 
medical records, and to provide such medical information as shall be 
necessary and appropriate to the clinical function of such records, and to 
maintain such records so as to ensure the availability of Third-party Payor 
reimbursement for services rendered.  The management of all files and 
records shall comply with applicable state and federal statutes.  Response 
shall use its best efforts to preserve the confidentiality of patient 
medical records and use information contained in such records only for the 
limited purpose necessary to perform the services set forth herein; 
provided, however, in no event shall a breach of said confidentiality be 
deemed a default under this Agreement.  Response shall indemnify and hold 
the Provider harmless from and against any monetary loss suffered by the 
Provider on account of Response's breach of the foregoing confidentiality 
provisions.

          (d)  Response shall supply to the Provider necessary clerical, 
accounting, payroll, bookkeeping and computer services, laundry, linen, 
uniforms, printing, stationary, advertising, postage and duplication 
services, medical transcribing services and any other ordinary, necessary 
or appropriate item or service for the operation of a Clinic, the cost of 
all of which shall be Clinic Expense.

          (e)  Subject to the provisions of Section 4.2(d), Response shall 
design and implement adequate and appropriate public relations programs on 
behalf of the Provider, with appropriate emphasis on public awareness of 
the availability of services at the Provider's Clinics.  Any public 
relations program shall be conducted in compliance with applicable laws and 
regulations governing advertising by medical professionals and applicable 
canons or principles of professional ethics governing the Provider and its 
physicians.

          (f)  Response shall provide the data necessary for the Provider 
to prepare its annual income tax returns and financial statements, and 
shall provide payroll and related services for Physicians and Non-physician  
Employees.  Response shall have no responsibility for the filing of such 
tax returns, the payment of such income taxes or the cost of preparation of 
income tax returns or financial statements on behalf of the Provider or any 
physician employed thereby.
 
          (g)  Response shall assist the Provider in recruiting additional 
Physicians and Non- physician  Employees, carrying out such administrative 
functions as may be appropriate such as advertising for and identifying 
potential candidates, checking credentials, and arranging interviews; 
provided, however, the Provider shall interview and make the ultimate 
decision as to the suitability of any Physician or Non-physician Employee 
to become associated with a Clinic.  All Physicians recruited by Response 
and accepted by the Provider shall be the sole employees of the Provider, 
to the extent such Physicians are hired as employees.  Subject to the 
provisions of Section 6.4, any expenses incurred in the recruitment of 
Physicians or Non-physician  Employees, including, but not limited to, 
employment agency fees, relocation and interviewing expenses, shall be 
Clinic Expenses.

          (h)  Subject to the provisions of Section 4.2(g), Response shall 
negotiate and administer all managed care contracts on behalf of the 
Provider.

          (i)  Subject to the provisions of Sections 5.3 and 5.5(f), 
Response shall arrange for legal and accounting services related to Clinic 
operations incurred traditionally in the ordinary course of business, 
including the cost of enforcing any physician contract containing 
restrictive covenants, provided such services shall be approved in advance 
by the Executive Director.

          (j)  Response shall provide for the proper cleanliness of the 
physical premises occupied and/or utilized by the Provider, and maintenance 
and cleanliness of the equipment, furniture and furnishings located upon 
such premises.

     5.6.Executive Director.  Subject to the provisions of Section 4.2(k), 
Response shall recruit, hire and appoint an Executive Director to manage 
and administer all of the day-to-day business functions of each Clinic (it 
being understood and agreed that, if reasonable, a single Executive 
Director may have responsibility for multiple Clinics).  Subject to 
Oversight Committee approval, Response shall determine the salary, bonuses 
(if any) and fringe benefits of each Executive Director, which salary, 
bonuses (which may be payable in Response common stock or by issuance of 
options on Response common stock) and benefits shall, to the extent the 
same are current expenses under GAAP, be Clinic Expenses. At the direction, 
supervision and control of Response, the Executive Director, subject to the 
terms of this Agreement, shall implement the policies established by the 
Oversight Committee and shall generally perform the duties and have the 
responsibilities of an administrator.  The Executive Director shall be 
responsible for organizing the agenda for the meetings of the Oversight 
Committee referred to in Article 4.

     5.7.Personnel.  Response shall provide Physician Extender Personnel 
and other non-physician professional support (other than Technical 
Employees and other persons who are required to be Non-physician  
Employees) and administrative personnel, clerical, secretarial, bookkeeping 
and collection personnel reasonably necessary for the conduct of operations 
at each clinic.  Response shall determine and cause to be paid the salaries 
and fringe benefits of all such personnel, which shall be Clinic Expenses.  
Such personnel shall be under the direction, supervision and control of 
Response, with those personnel performing billable patient care services 
remaining employees of and being subject to the professional supervision of 
the Provider.  If the Provider is dissatisfied with the services of any 
person, the Provider shall consult with Response.  Response shall in good 
faith determine whether the performance of that employee could be brought 
to acceptable levels through counsel and assistance, or whether such 
employee's employment should be terminated.  All of Response's obligations 
regarding staff shall be governed by the overriding principle and goal of 
providing the optimal quality of medical care consistent with the efficient 
operation of the Clinic.  Employee assignments shall be made to assure 
consistent and continued rendering of the optimal quality medical support 
services consistent with the efficient operation of the Clinic and to 
ensure prompt availability and accessibility of individual medical support 
personnel to physicians in order to develop constant, familiar and routine 
working relationships between individual physicians and individual members 
of the medical support personnel.  Response shall maintain established 
working relationships wherever possible and Response shall make every 
effort consistent with sound business practices to honor the specific 
requests of the Provider with regard to the assignment of its employees.  

     5.8.Events Excusing Performance.  Response shall not be liable to the 
Provider for failure to perform any of the services required herein in the 
event of strikes, lock-outs, calamities, acts of God, unavailability of 
supplies or other events over which Response has no control for so long as 
such events continue, and for a reasonable period of time thereafter.

     5.9.Compliance with Applicable Laws.  Response shall comply with all 
Applicable Law, in the conduct of its obligations under this Agreement.

     5.10.Quality Assurance.  Response shall assist the Provider in 
fulfilling its obligations to its patients to maintain the optimal quality 
of medical and professional services consistent with the efficient 
operation of the Clinic.

     5.11.  Provider Operating Account.  The Provider agrees to establish 
and maintain a bank account, which shall be referred to as the Provider 
Operating Account, for the purpose of (a) depositing Practice Revenue and 
advances from the Receivables Line (defined below) pursuant to Section 5.12 
and (b) paying (i) all expenses which are solely the obligation of the 
Provider, including, without limitation, Physician Expense, up to the 
amount of Practice Retainage, (ii) Clinic Expenses payable directly by the 
Provider (including, without limitation, Non-physician Employee 
Compensation, (iii) the Clinic Expense Portion of the Base Service Fee owed 
pursuant to Section 8.1 of this Agreement, (iv) the Fixed Portion of the 
Base Service Fee owed pursuant to Section 8.1 of this Agreement, and (v) 
other distributions to the Provider, and the distributions shall be made in 
that order of payment.  To the extent Practice Revenue of the Provider is 
insufficient to pay all amounts set forth above, then any shortage shall be 
applied in reverse order to the order provided above, with the Practice 
Retainage being the last item to be reduced by such shortage.  The Provider 
hereby designates, constitutes and appoints the Chief Financial Officer and 
Treasurer of Response as a signatory on the Provider Operating Account, 
with full power and authority to sign checks and cause drafts and other 
debits to be made on the Provider Operating Account in the name of the 
Provider and to otherwise manage the cash resources and flow of the 
Provider.  After the payment of all items described in clauses (b)(i) 
through (iv) above, the Provider may withdraw amounts for distributions to 
Physician Members.

     5.12.  Credit Line.  So long as the Provider is not in default 
hereunder, Response shall from time to time during the term of this 
Agreement advance to the Provider, in readily available United State funds, 
by wire transfer, intrabank transfer or other electronic means, to be 
deposited into the Provider Operating Account, up to an amount (the 
"Receivables Line") determined from time to time equal to 100% of Accounts 
Receivable, net of any Bad Debt Allowance and all Fee Adjustments with 
respect thereto, for the purpose of paying the amounts required pursuant to 
Section 5.11(b)(i) through (v).  Amounts advanced by Response under the 
Receivables Line will bear interest at a rate equal to the prime or base 
lending rate quoted from time to time by First Tennessee Bank National 
Association, plus one-half percent (.5%).  Amounts advanced by Response 
pursuant to this Section 5.12 shall be payable by the Provider upon 
termination of this Agreement.  Response shall have the authority from time 
to time pursuant to Section 5.11 above to make principal payments on the 
Receivables Line.  Interest on the outstanding Receivables Line will be 
computed on a daily basis based on the total unpaid and outstanding 
advances on the Receivables Line.  Interest shall be payable to Response no 
later than the fifth day of each month, in arrears.  Advances on the 
Receivables Line will be secured by a security interest in and to Accounts 
Receivable granted pursuant to Section 15.7 below.

     5.13.  Ancillary Services.  Response shall operate such ancillary 
services as approved by the Oversight Committee.

ARTICLE 6.
OBLIGATIONS OF THE PROVIDER
     6.1.Professional Services.  The Provider shall provide professional 
services to patients in compliance at all times with ethical standards, 
laws and regulations applying to the medical profession, in a manner and to 
an extent consistent with that established by the Provider prior to 
effectiveness of this Agreement.  The Provider shall also make all reports 
and inquiries to the National Practitioners Data Bank and/or any state 
medical licensing board required by Applicable Law.  The Provider shall use 
its best efforts to ensure that each Non-physician  Employee and Technical 
Employee associated with the Provider to provide medical care to patients 
of the Provider is licensed by the State of Tennessee to the extent 
required.  The Provider shall promptly notify Response in writing, citing 
the underlying circumstances, in the event the Provider or any Physician or 
Non-physician Employee associated therewith (i) shall be or become the 
subject of any investigation into or proceeding with respect to allegations 
of  professional misconduct or incompetence; (ii) shall be or become the 
subject of any investigation by any Federal or state regulatory agency with 
respect to any possible violation of any Federal or state law regulating 
the providing of health care services; (iii) shall be a named party to any 
proceeding alleging violation of any law relating to such person's 
professional activities or seeking to revoke such person's professional 
license or privileges to practice in any hospital or medical center; (iv) 
shall suffer revocation of such person's Medicare provider number, 
professional license or privileges to practice in any hospital or medical 
center.  In the event that any disciplinary action or medical malpractice 
action is initiated against any Physician or other person assisting in the 
providing of medical services, the Provider shall immediately inform the 
Executive Director of such action and the underlying facts and 
circumstances. The Provider shall develop a program to monitor the quality 
of medical care practiced at each Clinic.  In that regard, the Provider 
shall at all times supervise and assume primary professional responsibility 
for the delivery of all medical or other services to patients by Physician 
Extender Personnel and any other employee of Response.

     6.2.Medical Practice.  The Provider shall use and occupy each Clinic 
exclusively for the practice of medicine, and shall comply with all 
Applicable Law and all standards of medical care.  It is expressly 
acknowledged by the parties that the medical practice or practices 
conducted at a Clinic shall be conducted solely by Physicians associated 
with the Provider, and no other physician or medical practitioner shall be 
permitted to use or occupy a Clinic without the prior written consent of 
Response and the Provider.

     6.3.Employment of Physicians and Non-physician  Employees.  The 
Provider shall have complete control of and responsibility for the hiring, 
compensation, supervision, evaluation and termination of its Physicians and 
Non-physician Employees, although at the request of the Provider, Response 
shall consult with the Provider respecting such matters.  The Provider 
shall be responsible for the payment of all Physician Expense and Non-
physician Employee Compensation now or hereafter applicable to Physicians 
and Non-physician Employees; provided, however, that Response shall provide 
the payroll service for computing, accounting for and disbursing or paying 
all salaries and benefits of the Provider employees, all of whom may be 
paid out of the Provider Operating Account.  With respect to Physicians, 
the Provider shall only employ and contract with licensed Physicians 
meeting applicable credentialling guidelines established by the Provider.
 
     To the extent permissible under the Employee Retirement and Income 
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 
1986, as amended (the "Code"), and applicable Health Care Law and to the 
extent such practice does not violate Applicable Law or jeopardize 
reimbursement for medical related services provided by any person 
associated with a Clinic, Response shall pay any overtime or other non-
salary compensation of and shall provide employee benefits to Non-physician  
Employees, notwithstanding their employment by the Provider.  The cost of 
such items shall be Clinic Expense.  Response shall not provide any benefit 
to such persons to the extent the Provider is required to provide same 
under ERISA, the Code or any other statute or regulation.

     6.4.Licensing Fees, Professional Dues and Education Expenses.  Except 
as provided in Section 5.5(g), the Provider and Physicians shall be solely 
responsible for payment of the cost of professional licenses and dues for 
membership in professional associations and continuing professional 
education costs.  The Provider shall ensure that each of its Physicians and 
Non-physician  Employees participates in such continuing medical education 
as is necessary for such person to maintain current practical and academic 
knowledge of the field of medicine and health care in which the Provider is 
engaged.

     6.5.Professional Insurance Eligibility.  The Provider shall be 
primarily responsible, with assistance from Response, if requested, for 
obtaining and retaining of professional liability insurance by assuring 
that its Physicians are insurable, and participating in an on-going risk 
management program.  Professional liability insurance shall be paid for by 
the Provider or its Physicians and shall not be Clinic Expense.

     6.6.Events Excusing Performance.  The Provider shall not be liable to 
Response for failure to perform any of the services required herein in the 
event of strikes, lock-outs calamities, acts of God, unavailability of 
supplies or other events over which the Provider has no control for so long 
as such events continue, and for a reasonable period of time thereafter.

     6.7.Fees for Professional Services.  The Provider shall be solely 
responsible for legal, accounting and other professional service fees 
incurred by the Provider, except as set forth in Section 5.5(i) herein.

     6.8.  Peer Review.  The Provider agrees to cooperate with Response in 
establishing a system of peer review as necessary to obtain provider 
contracts.  In connection therewith, the Provider agrees to assist in the 
formulation of oncology and cancer care provider guidelines for each 
treatment or surgical modality, and agrees to abide by said guidelines, and 
further agrees to submit to periodic reviews by a third party to monitor 
compliance with said guidelines.  The Provider acknowledges that the 
establishment of provider guidelines may be necessary to obtain PPO, HMO, 
IPA and other similar provider contracts, both private and government 
funded.  To the extent that said provider guidelines must be filed or 
registered with any Third Party Payor, the Provider agrees to cooperate 
with Response in making such filings or registrations.  it is agreed and 
acknowledged that all such peer review guidelines shall be established and 
monitored by medical personnel on the staff of the Provider and other 
practices that are part of the peer review process, and shall not be 
promulgated, established or enforced independently by Response.  To the 
extent possible, all information obtained through the peer review process 
shall remain confidential and the parties shall take all steps reasonably 
necessary to assure that all privileges and immunities provided by 
Applicable Law remain intact.

     6.9Provider Employee Benefit Plans.

          (a)Effective as of the date of the closing under the Acquisition 
Agreement, the Provider shall amend the tax-qualified retirement plan(s) 
described on Exhibit6.9(a) (the "Provider Plan") to provide that employees 
of Response who are classified as "leased employees" (as defined in Code 
Section414(n)) of the Provider shall be treated as the Provider's employees 
for purposes described in Code Section 414(n)(3).  Not less often than 
annually, the Provider and Response shall agree upon and identify in 
writing those individuals to be classified as leased employees of the 
Provider (the "Designated Leased Employees").  The Provider and Response 
shall establish mutually agreeable procedures with respect to the 
participation of Designated Leased Employees in the Provider Plan.  Such 
procedures shall be designed to avoid the tax disqualification of the 
Provider Plan, similar plans of practices similarly situated, 
(collectively, the "Plans").

          (b)If the Oversight Committee determines that the relationship 
between Response and the Provider (and other practices similarly situated) 
constitutes an "affiliated service group" (as defined in Code 
Section414(m)), Response and the Provider shall take such actions as may be 
necessary to avoid the tax disqualification of the Plans.  Such actions may 
include the amendment, freeze, termination or merger of the Provider Plan.

          (c)The Plans described on Exhibit6.9(a) attached hereto are 
approved by Response.  The Provider shall not enter into any new "employee 
benefit plan" (as defined in Section3(3) of the Employment Retirement 
Income Security Act of 1974, as amended ("ERISA") without the consent of 
Response (which will not be unreasonably withheld).  In addition, the 
Provider shall not offer any retirement benefits or make any material 
retirement payments other than under the Provider Plan to any Member of the 
Provider without the express written consent of Response (which will not be 
unreasonably withheld).  Except as otherwise required by law, the Provider 
shall not materially amend, freeze, terminate or merge the Provider Plan 
without the express written consent of Response (which will not be 
unreasonably withheld).  In the event of either of the foregoing, 
Response's consent shall not be withheld if such action would not 
jeopardize the qualification of any of the Plans.  The Provider agrees to 
make such changes to the Provider Plan, including the amendment freeze, 
termination or merger of the Provider Plan, as may be approved by the 
Oversight Committee and Response but only if such changes are necessary to 
prevent the disqualification of any of the Plans and do not have a material 
adverse impact on Provider.

          (d)Expenses incurred in connection with the Provider Plan or 
other Provider employee benefit plans, including, without limitation, the 
compensation of counsel, accountants, corporate trustees, and other agents 
shall be included in Clinic Expenses.

          (e)The contribution and administration expenses for the 
Designated Leased Employees shall be included in the Provider's operating 
budget.  The Provider and Response shall not make employee benefit plan 
contributions or payments to the Provider for their respective employees in 
excess of such budgeted amounts unless required by law or the terms of the 
Provider Plan.  Response shall make contributions or payments with respect 
to the Provider Plan or other Provider employee benefit plans, as a Clinic 
Expense, on behalf of eligible Designated Leased Employees, and other 
eligible Provider employees.  In the event a Provider Plan or other 
Provider employee benefit plan is terminated, Response shall be 
responsible, as a Clinic Expense, for any funding liabilities related to 
eligible Designated Leased Employees; provided, however, Response shall 
only be responsible for the funding of any liability accruing after the 
date of the Acquisition Agreement.

          (f)Response shall have the sole and exclusive authority to adopt, 
amend or terminate any employee benefit plan for the benefit of its 
employees, regardless of whether such employees are Designated Leased 
Employees, unless such actions would require the amendment, freeze or 
termination of the Provider Plan to avoid disqualification of the Provider 
Plan, in which case any such action would be subject to the express prior 
written consent of the Oversight Committee.  Response shall have the sole 
and exclusive authority to appoint the trustee, custodian and administrator 
of any such plan.

          (g)In the event that any "employee welfare benefit plan" (as 
defined in ERISA Section3(l)) maintained or sponsored by the Provider must 
be amended, terminated, modified or changed as a result of the Provider or 
Response being deemed to be a part of an affiliated service group, the 
Oversight Committee will replace such plan or plans with a plan or plans 
that provides those benefits approved by the Oversight Committee.  It shall 
be the goal of the Oversight Committee in such event to provide 
substantially similar or comparable benefits if the same can be provided at 
a substantially similar cost to the replaced plan.

ARTICLE 7.
EMPLOYMENT AGREEMENTS, RESTRICTIVE COVENANTS AND REMEDIES

          The parties recognize that the services to be provided by 
Response shall be feasible only if the Provider operates an active medical 
practice to which the Physicians associated with the Provider devote their 
full time and attention.  To that end:

     7.1.     Employment Agreements with Physicians.  As a condition to 
Response's continuing obligations hereunder, the Provider and each 
Physician now or hereinafter employed thereby shall execute and deliver to 
each other an employment contract substantially in the form set forth as 
Exhibit 6(a)(x) of the Purchase Agreement.

     7.2.Restrictive Covenants by Physicians.  The Provider shall obtain in 
each Employment Agreement and use its best efforts to enforce (subject to 
Response's obligations under Section 5.5 of this Agreement) formal 
agreements from each Physician pursuant to which the Physician agrees not 
to engage in the practice of oncology or hematology, including providing or 
supervising the provision of chemotherapy, radiation treatment or other 
cancer therapies, within Knox County in Tennessee (the "Practice 
Territory") during the term of the Employment Agreement and for a period of 
five (5) years after any termination of employment with the Provider.  
Notwithstanding the foregoing, any such restrictive covenant shall not 
restrict such Physician from (i) delivering physician services that are 
unrelated to the fields of hematology or oncology, including the practice 
of internal medicine, (ii) teaching hematology and/or oncology or (iii) 
assuming directorships of hospices following termination of any such 
employment relationship with the Provider.

     7.3.Restrictive Covenants of Response.  During the term of this 
Agreement, neither Response nor any Affiliate, officer, director or 
employee of Response or any Affiliate shall, without the consent of the 
Provider, purchase or otherwise acquire any oncology or hematology practice 
within the Practice Territory or establish, operate or enter into a service 
agreement with, or provide service similar to those provided under this 
Agreement to, any medical group or physician engaged in the practice of 
oncology or hematology within the Practice Territory.

     7.4.Enforcement.  Response and the Provider acknowledge and agree that 
since a remedy at law for any breach or attempted breach of the provisions 
of this Article 7 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 7 
relating to the restrictive period, scope of activity restricted and/or the 
territory 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 7.  The invalidity or non-enforceability of this Article 7 in any 
respect shall not affect the validity or enforceability of the remainder of 
this Article 7 or of any other provisions of this Agreement.


ARTICLE 8.
FINANCIAL ARRANGEMENTS

     8.1.Service Fees.  Subject to the terms of Section5.11, in 
consideration for its services hereunder, Response shall receive the Base 
Service Fee and Performance Fee, computed pursuant to Schedule A hereto, as 
compensation for its services hereunder, payable by means of the procedure 
set forth in Section 8.2 below.  Notwithstanding the foregoing or any other 
provision in this Service Agreement, in the event the sum of the Base 
Service Fee, Non-physician  Employee Compensation and Practice Retainage 
shall exceed the aggregate Practice Revenue of the Provider, then (i)first, 
the Fixed Portion of Base Service Fee shall be reduced by the amount of 
such excess, and (ii)to the extent such excess is greater than the Fixed 
Portion, such remaining excess will be reimbursed by Response to the 
Provider no later than the last day of the month immediately succeeding the 
month such excess arose.  

     8.2.  Base Fee.  The Clinic Expense Portion of the Base Service Fee 
shall be payable by the Provider to Response out of the Provider Operating 
Account as Clinic Expenses are incurred by Response, subject to ordinary, 
reasonable and customary payment terms on invoices for goods and services, 
and subject to Section 5.11 and the adjustments as set forth in Section 8.1 
above.  The Fixed Portion of the Base Service Fee shall be payable by the 
Provider to Response out of the Provider Operating Account on a monthly 
basis, subject to Section 5.11 and reduction as set forth in Section 8.1 
above.  The Performance Fee will be computed as of the end of each calendar 
year based on amounts recorded during the calendar year.

ARTICLE 9.
RECORDS

     9.1.Patient Records.  Upon termination of this Agreement, the Provider 
shall retain all patient medical records maintained by the Provider or 
Response in the name of the Provider.  Response shall, at its option, and 
if allowed under Applicable Law be entitled to have reasonable access 
during normal business hours to the Provider's patient medical records 
applicable to the period of Response's performance under this Agreement.  
Moreover, the Provider shall, at its option, be entitled to retain copies 
of financial and accounting records relating to all services performed by 
the Provider or Response under this Agreement.  All parties agree to 
maintain the confidentiality of patient identifying information and not to 
disclose such information except as may be required or permitted by 
Applicable Law.

     9.2.Records Owned by Response.  All records relating in any way to the 
operation of a Clinic which are not the property of the Provider under the 
provisions of Section 9.1 above, shall at all times be the property of 
Response.

     9.3.Access to Records.  During the term of this Agreement and 
thereafter, the Provider or its designee shall have reasonable access 
during normal business hours in Knoxville, Tennessee to the Provider's and 
Response's financial and accounting records, including, but not limited to, 
records of collections, expenses and disbursements, as kept by Response in 
performing Response's obligations under this Agreement, and the Provider 
may copy any and or all such records.

     9.4.     Government Access to Records.  To the extent required by 
Section 1861(v)(1)(I) of the Social Security Act, each party shall, upon 
proper request, allow the United States Department of Health and Human 
Services, the Comptroller General of the United States, and their duly 
authorized representatives access to this Agreement and to all books, 
documents, and records necessary to verify the nature and extent of the 
costs of services provided by either party under this Agreement, at any 
time during the term of this Agreement and for an additional period of four 
(4) years following the last date services are furnished under this 
Agreement.  If either party carries out any of its duties under this 
Agreement through an agreement between it and an individual or organization 
related to it or through a subcontract with an unrelated party, that party 
to this Agreement shall require that a clause be included in such agreement 
(the value of which is in excess of $10,000.00) to the effect that until 
the expiration of four (4) years after the furnishing of services pursuant 
to such agreement, the related organization shall make available, upon 
request by the United States Department of Health and Human Services, the 
Comptroller General of the United States, or any of their duly authorized 
representatives, all agreements, books, documents, and records of such 
related organization that are necessary to verify the nature and extent of 
the costs of services provided under that agreement.

ARTICLE 10.
INSURANCE AND INDEMNITY

     10.1.Insurance to be Maintained by the Provider.  Throughout the term 
of this Agreement, the Provider shall maintain comprehensive professional 
liability insurance with limits of not less than $500,000 per claim and 
with aggregate policy limits of not less than $1,000,000 per physician and 
a separate limit for the Provider.  The Provider shall be responsible for 
all liabilities in excess of the limits of such policies.  Response shall 
have the option, with Oversight Committee approval, of providing such 
professional liability insurance through an alternative program, provided 
such program meets the requirements of the Insurance Commissioner of the 
State of Tennessee.  Response shall reimburse the Provider for any unearned 
professional liability insurance premiums paid by the Provider to the 
extent not reimbursed or reimbursable by the Provider's insurance carrier 
if the Provider's existing professional liability insurance program is 
cancelled and replaced by a comparable professional liability insurance 
program initiated by Response.
     10.2.Insurance to be Maintained by Response.  Throughout the term of 
this Agreement, Response shall provide and/or maintain comprehensive 
professional liability insurance for all Non-physician  Employees who are 
not physicians and all professional employees of Response, the cost of 
which shall be a Clinic Expense, with limits as determined reasonable by 
Response in its national program, and comprehensive general liability and 
property insurance covering each Clinic premises and operations.

     10.3.Additional Insureds.  The Provider and Response each agrees to 
use its best efforts to have the other named as an additional insured on 
the their respective professional liability insurance programs. 

     10.4.  Indemnification Matters Involving Third Parties.  The Provider 
and Response ("Indemnitor") shall indemnify, hold harmless and defend the 
other ("Indemnitee") from and against any and all liability, loss, damage, 
claim, causes of action, and expenses (including reasonable attorneys' 
fees, except to the extent limited below), whether or not covered by 
insurance ("Adverse Consequences"), caused or asserted to have been caused, 
directly or indirectly, by or as a result of the acts (intentional or 
negligent) or omissions by, in the case of the Provider, by any Physician 
Member or other person acting under the supervision and control thereof, 
or, in the case of Response, by any employee, agent, officer, director or 
shareholder thereof who is not acting under the supervision and control of 
a Physician Member of the Provider.

          (a) If any third party shall notify an Indemnitee with respect to 
any matter (a "Third Party Claim") which may give rise to a claim for 
indemnification under this Section 10.4, then the Indemnitee shall promptly 
notify the Indemnitor in writing; provided, however, that no delay on the 
part of the Indemnitee in notifying the Indemnitor shall relieve the 
Indemnitor from any obligation hereunder unless (and then solely to the 
extent) the Indemnitor is prejudiced by such delay.
          
          (b) The Indemnitor will have the right to defend the Indemnitee 
against the Third Party Claim with counsel of its choice reasonably 
satisfactory to the Indemnitee so long as (A) the Indemnitor notifies the 
Indemnitee in writing within 15 days after the Indemnitee has given notice 
of the Third Party Claim that the Indemnitor will indemnify the Indemnitee 
in accordance with this Article10, (B) the Indemnitor provides the 
Indemnitee with evidence acceptable to the Indemnitee that the Indemnitor 
will have the financial resources to defend against the Third Party Claim 
and fulfill its indemnification obligations hereunder, (C) the Third Party 
Claim involves only money damages and does not seek an injunction or other 
equitable relief, (D) settlement of, or an adverse judgment with respect 
to, the Third Party Claim is not, in the good faith judgment of the 
Indemnitee, likely to establish a precedential custom or practice adverse 
to the continuing business interests of the Indemnitee, and (E) the 
Indemnitor conducts the defense of the Third Party Claim actively and 
diligently.

          (c) So long as the Indemnitor is conducting the defense of the 
Third Party Claim in accordance with Section 10.4(b) above, (A) the 
Indemnitee may retain separate co-counsel at its sole cost and expense and 
participate in the defense of the Third Party Claim, (B) the Indemnitee 
will not consent to the entry of any judgment or enter into any settlement 
with respect to the Third Party Claim without the prior written consent of 
the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor 
will not consent to the entry of any judgment or enter into any settlement 
with respect to the Third Party Claim without the prior written consent of 
the Indemnitee (not to be unreasonably withheld).

          (d) In the event any of the conditions in Section 10.4(b) above 
is or becomes unsatisfied, however, (A) the Indemnitee may defend against, 
and consent to the entry of any judgment or enter into any settlement with 
respect to, the Third Party Claim in any manner it may deem appropriate 
(and the Indemnitee need not consult with, or obtain any consent from, the 
Indemnitor in connection  therewith), (B) the Indemnitor will reimburse the 
Indemnitee promptly and periodically for the costs of defending against the 
Third Party Claim (including attorneys' fees and expenses), and (C) the 
Indemnitor will remain responsible for any Adverse Consequences the 
Indemnitee may suffer resulting from, arising out of, relating to, in the 
nature of, or caused by the Third Party Claim to the fullest extent 
provided in this Section 10.4.

     10.5.  Determination of Adverse Consequences.  The parties hereto 
shall take into account the time cost of money (using the Applicable Rate 
as the discount rate) in determining Adverse Consequences for purposes of 
this Section 10.  
 
     10.6.  Other Indemnification Provisions.  The foregoing 
indemnification provisions are in addition to, and not in derogation of, 
any statutory, equitable, or common law remedy any party may have for 
breach of representation, warranty, or covenant.  
     
ARTICLE 11.
TERM AND TERMINATION

     11.1.Term of Agreement.  This Service Agreement shall be effective as 
of the closing of the Purchase Agreement and shall expire on April 30, 
2035, unless earlier terminated pursuant to the terms hereof. 

     11.2.Extended Term.  Unless earlier terminated as provided for in this 
Agreement, the term of this Agreement shall be automatically extended for 
additional terms of five (5) years each, unless either party delivers to 
the other party, not less than one hundred eighty (180) days prior to the 
expiration of the preceding term, written notice of such party's intention 
not to extend the term of this Agreement.

     11.3.  Response Event of Default.  The occurrence of any of the 
following events shall constitute a default by Response (a "Response Event 
of Default") under this Agreement, giving the Provider the right to the 
remedies set forth in Section 11.5 below:

          (a)  the filing by Response of a petition in voluntary bankruptcy 
or an assignment by Response for the benefit of creditors, or upon other 
action taken or suffered, voluntarily or involuntarily, under any federal 
or state law for the benefit of debtors by Response, except for the filing 
of a petition in involuntary bankruptcy against Response which is dismissed 
within sixty (60) days thereafter.

          (b)  any material default by Response in the performance of any 
of its duties or obligations under this Agreement or breach of its 
representations and warranties as set forth in Article 14, and such default 
or breach shall continue for a period of sixty (60) days (fifteen (15) days 
in the case of Response's failure to provide required advances under the 
Receivables Line) after written notice thereof has been given to Response 
by the Provider.

          (c)  in the event Response shall, intentionally or in bad faith, 
misapply funds or assets of the Provider or commit a similar act which 
cause material harm to the Provider.

          (d)  in the event Response shall default in the payment of any 
promissory note payable by Response to the Provider.

     11.4.Provider Event of Default.  The occurrence of any of the 
following events shall constitute a default by the Provider (an "Provider 
Event of Default") under this Agreement, giving Response the right to the 
remedies set forth in Section 11.6 below: 

          (a)  the filing by the Provider of a petition in voluntary 
bankruptcy or an assignment by the Provider for the benefit of creditors, 
or upon other action taken or suffered, voluntarily or involuntarily, under 
any federal or state law for the benefit of debtors by the Provider, except 
for the filing of a petition in involuntary bankruptcy against the Provider 
which is dismissed within sixty (60) days thereafter; provided, however, 
that no Provider Event of Default shall be deemed to exist if, within sixty 
(60) days following the occurrence of the enumerated event, the Provider 
and/or the Physicians who are then Physician Members of the Provider 
lawfully reorganize the Provider or lawfully transfer the practice 
theretofore conducted by the Provider to a new entity which assumes, with 
the reasonable consent of Response, all of the obligations of the Provider 
hereunder (together with a written reaffirmation by the persons who would 
be Remaining Physician Members of the Provider at that time of their 
personal liability under Section 11.6), and the successor practice (or 
reorganized Provider, as the case may be) then continues the practice 
theretofore conducted by the Provider in substantially the same manner as 
it had theretofore been conducted under this Agreement.

          (b)  any material default by the Provider in the performance of 
any of its duties or obligations under this Agreement or breach of its 
representations and warranties as set forth in Article 13, and such default 
or breach shall continue for a period of sixty (60) days after written 
notice thereof has been given to the Provider by Response.

          (c)  the final determination of termination or suspension of the 
Provider's Medicare or Medicaid Provider Number primarily for reasons not 
arising out of any action or inaction by Response in performing its 
obligations under this Agreement, and such termination or suspension shall 
continue for sixty (60) days.

     11.5.Remedies upon Response Event of Default.  Upon the occurrence of 
a Response Event of Default, the Provider shall have the right to terminate 
this Agreement by written notice to Response without any further obligation 
to Response for Service Fees after the giving of such notice.  In such 
event the Provider shall have the option to purchase from Response, and 
upon proper exercise of such option by the Provider in the manner 
hereinbelow provided, Response shall sell to the Provider, all assets and 
properties, tangible and intangible (except that intangible assets shall 
not include any intangible asset related to this Service Agreement), owned 
by Response and used by the Provider in its medical practice ("Practice 
Assets") for a price, payable in cash, equal to the fair market value of 
the Practice Assets.  The Provider shall exercise such option by giving 
written notice to Response within sixty (60) days after the occurrence of 
the Response Event of Default.  Upon delivery of such exercise, Response 
and the Provider shall negotiate in good faith the fair market value as of 
the date of the Response Event of Default of the assets to be acquired.  In 
the event that, after at least fifteen (15) days of good faith negotiation, 
Response and the Provider shall not have agreed upon the fair market value 
of the Practice Assets, each party shall select an appraiser who shall 
provide an evaluation report with respect to the fair market value of the 
Practice Assets.  If the valuations of the appraisers are within $25,000.00 
of each other, then the lowest appraisal shall be deemed the fair market 
value of the Practice Assets, and the Provider shall purchase the Practice 
Assets for such value.  If the valuation of the appraisers are more than 
$25,000.00 different, then the two appraisers shall agree upon a third 
appraiser, and the average value set forth in the three appraisals shall be 
deemed the fair market value of the Practice Assets, and the Provider shall 
purchase the Practice Assets for such value.

     11.6.  Remedies upon Provider Event of Default.  Upon the occurrence 
of a Provider Event of Default, Response shall have the right to terminate 
this Agreement by written notice to the Provider, and the Provider shall 
have no further obligation to Response for Service Fees after the date such 
notice is received.  In such event, the Provider shall be obligated to pay 
to Response the Liquidated Damages Amount in complete satisfaction of any 
and all damages suffered by Response hereunder.  Such Liquidated Damages 
Amount shall be payable by the Provider in cash within sixty (60) days 
after occurrence of the Provider Event of Default.  Each Member hereby 
severally, and not jointly, guarantees the foregoing obligation of the 
Provider and agrees to pay to Response his pro rata share of the Liquidated 
Damages Amount provided that and to the extent he is a Remaining Physician 
Member for purposes of this Agreement, with the pro rata share being equal 
to the portion of the Liquidated Damages Amount not paid by the Provider 
divided by the number of Remaining Physician Members as of the date of 
occurrence of a Provider Event of Default.  Moreover, in such event the 
Provider shall have the option to purchase from Response, and upon proper 
exercise of such option by the Provider in the manner hereinbelow provided, 
Response shall sell to the Provider, all Practice Assets for a price, 
payable in cash, equal to the fair market value of the Practice Assets as 
of the date of the Provider Event of Default.  The Provider shall exercise 
such option by giving written notice to Response within sixty (60) days 
after the occurrence of the Response Event of Default.  Upon delivery of 
such exercise, Response and the Provider shall negotiate in good faith the 
fair market value of the assets to be acquired.  In the event that, after 
at least fifteen (15) days of good faith negotiation, Response and the 
Provider shall not have agreed upon the fair market value of the Practice 
Assets, each party shall select an appraiser who shall provide an 
evaluation report with respect to the fair market value of the Practice 
Assets.  If the valuations of the appraisers are within $25,000.00 of each 
other, then the lowest appraisal shall be deemed the fair market value of 
the Practice Assets, and the Provider shall purchase the Practice Assets 
for such value.  If the valuation of the appraisers are more than 
$25,000.00 different, then the two appraisers shall agree upon a third 
appraiser, and the average value set forth in the three appraisals shall be 
deemed the fair market value of the Practice Assets, and the Provider shall 
purchase the Practice Assets for such value.

     11.7.Closing of Repurchase by the Provider and Effective Date of 
Termination.  The Provider shall pay cash for Practice Assets repurchased 
hereunder.  The amount of the purchase price shall be reduced by the amount 
of debt and liabilities of Response assumed by the Provider and shall also 
be reduced by any payment Response has failed to make under this Agreement, 
provided that such payments or obligations are not otherwise accounted for 
in the liabilities assumed by the Provider in connection with the 
repurchase described herein.  The closing date for the repurchase shall be 
determined by the Provider, but shall in no event occur later than 180 days 
from the date of the notice of termination.  In the event of exercise of 
such option, each party shall use its best efforts to obtain such consents 
and authorizations to such transaction as may be required by Applicable Law 
or otherwise.  In such event, Response shall execute and deliver to the 
Provider such assignments to leases and other contracts and such bills of 
sale and other transfer or closing documents necessary to effect such 
transaction.  The Provider shall execute and deliver to Response such 
officers' certificates, assumption agreements and other closing documents 
necessary to close such transaction.  Between the date of termination and 
the earlier to occur of closing the repurchase as hereinabove described or 
the termination (without exercise) of any repurchase option, the Provider 
shall be entitled to use all Practice Assets, and Response hereby grants 
the Provider a license to use the Practice Assets in such event.  In 
consideration of the foregoing license, the Provider will pay to Response 
an amount equal to any rental payments by Response to any third party 
vendor in respect of all Practice Assets.

ARTICLE12
DAMAGE AND LOSS; CONDEMNATION

     12.1.Use of Insurance Proceeds.All insurance or condemnation proceeds 
payable by reason of any physical loss of any of the improvements 
comprising the facilities or the furniture, fixtures and equipment used by 
the Clinics, shall be available for the reconstruction, repair or 
replacement, as the case may be, of any damage, destruction or loss.  The 
Oversight Committee, in consultation with the Provider, shall review and 
approve such reconstruction, repair or replacement.

     12.2.  Temporary Space.In the event of substantial damage to or the 
condemnation of a significant portion of the facilities, Response shall use 
its best efforts to provide temporary facilities until such time as the 
facilities can be restored or replaced.
 
ARTICLE13
REPRESENTATIONS AND WARRANTIES OF THE PROVIDER

     The Provider represents, warrants, covenants and agrees with Response 
that:

     13.1.  Validity.  The Provider is a professional association duly 
organized, validly existing and in good standing under the laws of the 
State of Tennessee.  The Provider has the full power and authority to own 
its property, to carry on its business as presently being conducted, to 
enter into this Agreement, and to consummate the transactions contemplated 
hereby.

     13.2.  Litigation.  Except as disclosed in writing to Response prior 
to the effective date hereof, there is no suit, action, proceeding at law 
or in equity, arbitration, administrative proceeding or other proceeding  
pending, or threatened against, or affecting the Provider or the Group, or 
any of the assets to be acquired from the Group pursuant to the Purchase 
Agreement, or to the best of the Provider's knowledge, any hematology or 
oncology provider or other health care professional associated with or 
employed by the Provider as pertains to any claim involving the providing 
of health care related services, and to the best of the Provider's 
knowledge there is no basis for any of the foregoing.

     13.3.  Permits.  The Provider and all physicians and other health care 
professionals associated with or employed by the Provider have all permits 
and licenses and other Necessary Authorizations required by all Applicable 
Laws, except where failure to secure such licenses, permits and other 
Necessary Authorizations does not have a material adverse effect; have made 
all regulatory filings necessary for the conduct of the Provider's 
business; and are not in violation of any of said permitting or licensing 
requirements.

     13.4.  Authority.  The execution of this Agreement and the 
consummation of the transactions contemplated hereby have been duly 
authorized by all necessary action, and this Agreement is a valid and 
binding Agreement of the Provider, enforceable in accordance with its 
terms.  The Provider has obtained all third-party consents necessary to 
enter into and consummate the transaction contemplated by this Agreement.  
Neither the execution and delivery of this Agreement, the consummation of 
the transactions contemplated hereby, nor compliance by the Provider with 
any of the provisions hereof, will:

          (a)  violate or conflict with, or result in a breach of any 
provision of, or constitute a default (or an event which, with notice or 
lapse of time or both, would constitute a default) under, or result in the 
termination of, or accelerate the performance required by, or result in the 
creation of, any lien, security interest, charge or encumbrance upon any of 
the assets of the Group to be acquired pursuant to the Purchase Agreement, 
the Provider's charter or bylaws or any of the terms, conditions or 
provisions of any note, bond, mortgage, indenture, deed of trust, license, 
agreement or other instrument or obligation to which the Provider is a 
party, or by which either the Provider or any of the assets to be conveyed 
hereunder is bound; or

          (b)  violate any order, writ, injunction, decree, statute, rule 
or regulation applicable either to the Provider or any of the assets to be 
conveyed hereunder.

     13.5.  Compliance with Applicable Laws.  To the best of the Provider's 
knowledge and belief, the Provider has operated in compliance with all 
federal, state, county and municipal laws, ordinances and regulations 
applicable thereto and neither the Provider nor any physician or other 
Person associated with or employed by the Provider has received payment or 
any remuneration whatsoever to induce or encourage the referral of patients 
or the purchase of goods and/or services as prohibited under 42 U.S.C. 
 1320a-7b(b), or otherwise perpetrated any Medicare or Medicaid fraud or 
abuse, nor has any fraud or abuse been alleged within the last five (5) 
years by any Governmental Authority, a carrier or a Third Party Payor.

     13.6.  Health Care Compliance.  The Provider and each Physician 
associated therewith is presently participating in or otherwise authorized 
to receive reimbursement from or is a party to Medicare, Medicaid, and 
other Third-Party Payor Programs.  All necessary certifications and 
contracts required for participation in such programs are in full force and 
effect and have not been amended or otherwise modified, rescinded, revoked 
or assigned as of the date hereof, and no condition exists or event has 
occurred which in itself or with the giving of notice or the lapse of time 
or both would result in the suspension, revocation, impairment, forfeiture 
or non-renewal of any such Third Party Payor Program.  The Provider and 
each Physician associated therewith is in full compliance with the 
requirements of all such Third Party Payor Programs applicable thereto.

     13.7.  Fraud and Abuse.  The Provider and persons and entities 
providing professional services for the Provider, have not, to the 
knowledge of the Provider, after due inquiry, engaged in any activities 
which are prohibited by or are in violation of the rules, regulations, 
policies, contracts or laws pertaining to any Third Party Payor Program, or 
which are prohibited by rules of professional conduct ("Governmental Rules 
and Regulations"), including but not limited to the following:  
(a)knowingly and willfully making or causing to be made a false statement 
or representation of a material fact in any application for any benefit or 
payment; (b)knowingly and willfully making or causing to be made any false 
statement or representation of a material fact for use in determining 
rights to any benefit or payment; (c)failing to disclose knowledge by a 
claimant of the occurrence of any event affecting the initial or continued 
right to any benefit or payment on the Provider's own behalf or on behalf 
of another, with intent to fraudulently secure such benefit or payment; or 
(d)knowingly and willfully soliciting or receiving any remuneration 
(including any kickback, bribe, or rebate), directly or indirectly, overtly 
or covertly, in cash or in kind or offering to pay or receive such 
remuneration (i)in return for referring an individual to a person for the 
furnishing or arranging for the furnishing or any item or service for which 
payment may be made in whole or in part by Medicare or Medicaid, or (ii)in 
return for purchasing, leasing, or ordering or arranging for or 
recommending purchasing, leasing, or ordering any good, facility, service 
or item for which payment may be made in whole or in part by Medicare or 
Medicaid.

     13.8.  Provider Compliance.  The Provider has all licenses necessary 
to operate the Clinic in accordance with the requirements of all Applicable 
Laws and has all Necessary Authorizations for the use and operation, all of 
which are in full force and effect.  There are no outstanding notices of 
deficiencies relating to the Provider issued by any Governmental Authority 
or Third Party Payor requiring conformity or compliance with any Applicable 
Law or condition for participation of such Governmental Authority or Third 
Party Payor, and after reasonable and independent inquiry and due diligence 
and investigation, the Provider has neither received notice nor has any 
knowledge or reason to believe that such Necessary Authorizations may be 
revoked or not renewed in the ordinary course.

     13.9.  Rates and Reimbursement Policies.  Except as previously 
disclosed in writing to Response, the Provider does not have any rate 
appeal currently pending before any Governmental Authority or any 
administrator of any Third Party Payor Program.

     13.10.  Full Disclosure.  When considered in the context of all 
information contained herein, no representation or warranty made by the 
Provider in this Agreement contains or will contain any untrue statement of 
a material fact.

     13.11.  Exhibits.  All the facts recited in Exhibits annexed hereby 
(as updated as of the effective date hereof) shall be deemed to be 
representations of fact by the Provider as though recited in this Article 
13. 
ARTICLE14
REPRESENTATIONSANDWARRANTIESOFRESPONSE

     Response represents, warrants, covenants and agrees with the Provider 
as follows:

     14.1.Organization.  Response is a corporation duly organized, validly 
existing and in good standing under the laws of the State of Tennessee.  
Response has the full power to own its property, to carry on its business 
as presently conducted, to enter into this Agreement and to consummate the 
transactions contemplated hereby.

     14.2.Authority.  The execution of this Agreement and the consummation 
of the transactions contemplated hereby have been duly authorized by all 
necessary action, and this Agreement is a valid and binding Agreement of 
Response enforceable in accordance with its terms.  Response has taken all 
necessary action to authorize the execution, delivery and performance of 
this Agreement, as well as the consummation of the transactions 
contemplated hereby.  The execution and delivery of this Agreement do not, 
and the consummation of the transactions contemplated hereby will not, 
violate any provisions of the charter or the bylaws of Response or any 
indenture, mortgage, deed of trust, lien, lease, agreement, arrangement, 
contract, instrument, license, order, judgment or decree or result in the 
acceleration of any obligation thereunder to which Response is a party or 
by which it is bound.

     14.3.Litigation.  There is no suit, action, proceeding at law or in 
equity, arbitration, administrative proceeding or other proceeding pending 
or, to the best of Response's knowledge, threatened against Response that, 
if successful, would have a material adverse effect on Response, and, to 
the best of Response's knowledge, there is no basis for the foregoing.

     14.4.Permits.  Response has all permits and licenses and other 
Necessary Authorizations required by all Applicable Laws, except where 
failure to secure such licenses, permits and other Necessary Authorizations 
does not have a material adverse effect; have made all regulatory filings 
necessary for the conduct of Response's business; and are not in violation 
of any of said permitting or licensing requirements.

     14.5.Compliance with Applicable Laws.  To the best of Response's 
knowledge and belief, Response has operated in compliance with all federal, 
state, county and municipal laws, ordinances and regulations applicable 
thereto and neither Response nor any other Person associated with or 
employed by Response has received payment or any remuneration whatsoever to 
induce or encourage the referral of patients or the purchase of goods 
and/or services as prohibited under 42 U.S.C.  1320a-7b(b), or otherwise 
perpetrated any Medicare or Medicaid fraud or abuse, nor has any fraud or 
abuse been alleged within the last five (5) years by any Governmental 
Authority, a carrier or a Third Party Payor.

     14.6.Fraud and Abuse.  Response and persons and entities providing 
professional services for Response, have not, to the knowledge of Response, 
after due inquiry, engaged in any activities which are prohibited by or are 
in violation of the rules, regulations, policies, contracts or laws 
pertaining to any Third Party Payor Program, or which are prohibited by 
rules of professional conduct ("Governmental Rules and Regulations"), 
including but not limited to the following:  (a)knowingly and willfully 
making or causing to be made a false statement or representation of a 
material fact in any application for any benefit or payment; (b)knowingly 
and willfully making or causing to be made any false statement or 
representation of a material fact for use in determining rights to any 
benefit or payment; (c)failing to disclose knowledge by a claimant of the 
occurrence of any event affecting the initial or continued right to any 
benefit or payment on Response's own behalf or on behalf of another, with 
intent to fraudulently secure such benefit or payment; or (d)knowingly and 
willfully soliciting or receiving any remuneration (including any kickback, 
bribe, or rebate), directly or indirectly, overtly or covertly, in cash or 
in kind or offering to pay or receive such remuneration (i)in return for 
referring an individual to a person for the furnishing or arranging for the 
furnishing or any item or service for which payment may be made in whole or 
in part by Medicare or Medicaid, or (ii)in return for purchasing, leasing, 
or ordering or arranging for or recommending purchasing, leasing, or 
ordering any good, facility, service or item for which payment may be made 
in whole or in part by Medicare or Medicaid.

     14.7.Full Disclosure.  When considered in the context of all 
information contained herein, no representation or warranty made by the 
Response in this Agreement contains or will contain any untrue statement of 
a material fact.


ARTICLE 15
COVENANTS OF THE PROVIDER

     15.1.  Merger, Consolidation and Other Arrangements.  The Provider 
shall not incorporate, merge or consolidate with any other entity or 
individual or liquidate or practice at any location other than the Clinics 
or dissolve or wind-up the Provider's affairs or enter into any 
partnerships, joint ventures or sale-leaseback transactions or purchase or 
otherwise acquire (in one or a series of related transactions) any part of 
the property or assets (other than purchases or other acquisitions of 
inventory, materials and equipment in the ordinary course of business) of 
any other person or entity without first obtaining the prior written 
consent of Response; provided, however, that no such consent shall be 
required in respect of any incorporation, merger, consolidation, 
partnership, joint venture or acquisition transaction that (i)results in 
the continued, unimpaired operation of the Clinics; and (ii)results in the 
Physician Members maintaining at least a fifty percent (50%) voting and 
equity interest in the Clinics.  The Provider acknowledges and agrees that 
such consent may be withheld if Response and the Provider cannot mutually 
agree upon the terms and conditions of a new Service Agreement with the 
Provider.

     15.2.  Necessary Authorizations/Assignment of Licenses and Permits.  
The Provider shall maintain all licenses, permits, certifications, or other 
Necessary Authorizations and shall not assign or transfer any interest in 
any license, permit, certificate or other Necessary Authorization granted 
to it by any Governmental Authority, nor shall the Provider assign, 
transfer, or remove or permit any other individual or entity to assign, 
transfer or remove any records of the Provider, including without 
limitation, patient records, medical and clinical records (except for 
removal of such patient records as directed in writing by the patients 
owning such records or as otherwise required under any Applicable Law).

     15.3.  Transaction with Affiliates.  The Provider shall not enter into 
any transaction or series of transactions, whether or not related or in the 
ordinary course of business, with any Affiliate of Response, other than on 
terms and conditions substantially as favorable to the Provider as would be 
obtainable by the Provider at the time in a comparable arms-length 
transaction with a person not an Affiliate of Response. 

     15.4.  Compliance with All Laws.  The Provider shall comply with all 
laws and regulations relating to the Provider's practice and the operation 
of any cancer care facility, including, but not limited to, all state, 
federal and local laws relating to the acquisition or operation of a health 
care practice.  Furthermore, the Provider shall not violate any Applicable 
Laws.

     15.5.  Third Party Payor Programs.  The Provider shall maintain the 
Provider's compliance with the requirements of all Third Party Payor 
Programs in which the Provider is currently participating or authorized to 
participate. 
     15.6.  Change in Business or Credit and Collection Policy.  The 
Provider shall not make any change in the character of the Provider's 
business or in the credit and collection policy, which change would, in 
either case, impair the collectibility of any Accounts Receivable or 
otherwise modify, amend or extend the terms of any such account other than 
in the ordinary course of business.

     15.7.  Security Interest.  The Provider shall, effective as of the 
date hereof, be deemed to have granted (and the Provider does hereby grant) 
to Response a first priority security interest in and to any and all of the 
Accounts Receivable (except Governmental Receivables) and the proceeds 
thereof (including the proceeds from the collection of Governmental 
Receivables after such proceeds shall have been deposited into the Provider 
Operating Account) to secure the repayment of all amounts advanced to the 
Provider under the Receivables Line and all accrued interest thereon, and 
this Agreement shall be deemed to be a security agreement.  Upon a default 
by the Provider in the payment of amounts due under the Receivables Line, 
Response may at its option exercise from time to time any and all rights 
and remedies available to it under the UCC or otherwise.  The Provider 
represents and warrants that the location of the Provider's principal place 
of business, and all locations where the Provider maintains records with 
respect to its Accounts Receivables are set forth under its name in Section 
16.5 hereof.  The Provider agrees to notify Response in writing thirty (30) 
days prior to any change in any such location.  The exact name of the 
Provider is as set forth at the beginning of this Agreement.  The Provider 
is a new limited liability company, and the medical practice conducted by 
the Provider was formerly conducted under the name "Knoxville Hematology & 
Oncology Associates," a Tennessee general partnership.  The Provider shall 
notify Response in writing thirty (30) days prior to any change in any such 
name.

     15.8.  Representations and Warranties.  The Provider agrees to notify 
Response in the event that any representation or warranty contained in 
Article 13 of this Agreement becomes untrue in any material respect.

     15.9.  Additional Physician Members.  The Provider shall, as a 
condition to permitting any physician from becoming a Physician Member 
after the date hereof, obtain the signature of each such physician to a 
counterpart amendment hereto, and, upon the obtaining of such signature, 
this Agreement shall be deemed amended by adding as a party hereto the 
Physician Member who shall sign such counterpart.

ARTICLE 16.
GENERAL PROVISIONS

     16.1.Assignment.  Response shall have the right to assign its rights 
hereunder to any person, firm or corporation under common control with 
Response and to any lending institution, for security purposes or as 
collateral, from which Response obtains financing.  Except as set forth 
above, neither Response nor the Provider shall have the right to assign 
their respective rights and obligations hereunder without the written 
consent of the other party.  

     16.2.  No Practice of Medicine.  The parties acknowledge that Response 
is not authorized or qualified to engage in any activity which may be 
construed or deemed to constitute the practice of medicine.  To the extent 
any act or service required of Response in this Agreement should be 
construed or deemed by any Governmental Authority or court to constitute 
the practice of medicine, the performance of said act or service by 
Response shall be deemed waived and forever unenforceable.

     16.3.Whole Agreement; Modification.  This Agreement supersedes all 
prior agreements between the parties, and there are no other agreements or 
understandings, written or oral, between the parties regarding this 
Agreement, the Exhibits and the Schedules, other than as set forth herein.  
This Agreement shall not be modified or amended except by a written 
document executed by both parties to this Agreement, and such written 
modification(s) shall be attached hereto.

     16.4.  Arbitration of Disputes; Legal Fees.  Any dispute arising under 
this Service Agreement shall be submitted by the parties to binding 
arbitration pursuant to the Tennessee Uniform Arbitration Act, with any 
such arbitration proceeding being conducted in Knoxville, Tennessee in 
accordance with the rules of the American Arbitration Association.  Any 
arbitration panel presiding over any arbitration proceeding hereunder is 
hereby empowered to render a decision in respect of such dispute, to award 
costs and expenses (including reasonable attorney fees) as it shall deem 
equitable and to enter its award in any court of competent jurisdiction.

     16.5.Notices.  All notices required or permitted by this Agreement 
shall be in writing and shall be addressed as follows:

           To Response:       Response Oncology, Inc.     
                              1775 Moriah Woods Blvd.
                              Memphis, Tennessee  38117
                              Attn:  Daryl P. Johnson, CFO

           With copies to:    John A. Good, Esq.
                              Executive Vice President & General Counsel
                              Response Oncology, Inc.
                              1775 Moriah Woods Blvd.
                              Memphis, Tennessee 38117

           To Provider:       Knoxville Hematology Oncology Associates, 
P.C.
                              1114 Weisgarber Road, #E               
                              Knoxville, Tennessee  37909-2648

           With copies to:    James W. Parris, Esq.
                              Bernstein, Stair & McAdams
                              530 South Gay Street, Suite 600
                              Knoxville, Tennessee  38902

or to such other addresses as either party shall notify the other.

     16.6.Binding on Successors.  Subject to Section 16.1, this Agreement 
shall be binding upon the parties hereto, and their successors, assigns, 
heirs and beneficiaries.

     16.7.Waiver of Provisions.  Any waiver of any terms and conditions 
hereof must be in writing, and signed by the parties hereto.  The waiver of 
any of the terms and conditions of this Agreement shall not be construed as 
a waiver of any other terms and conditions hereof.

     16.8.Governing Law.  The validity, interpretation and performance of 
this Agreement shall be governed by and construed in accordance with the 
laws of the State of Tennessee.  The parties acknowledge that Response is 
not authorized or qualified to engage in any activity which may be 
construed or deemed to constitute the practice of medicine.  To the extent 
any act or service required of Response in this Agreement should be 
construed or deemed, by any governmental authority, agency or court to 
constitute the practice of medicine, the performance of said act or service 
by Response shall be deemed waived and forever unenforceable.
 
     16.9.Severability.  The provisions of this Agreement shall be deemed 
severable and if any portion shall be held invalid, illegal or 
unenforceable for any reason, the remainder of this Agreement shall be 
effective and binding upon the parties.

     16.10.Additional Documents.     Each of the parties hereto agrees to 
execute any document or documents that may be requested from time to time 
by the other party to implement or complete such party's obligations 
pursuant to this Agreement.

     16.11.Time is of the Essence.  Time is hereby expressly declared to be 
of the essence in this Agreement.

     16.12.Confidentiality.  Except for disclosure to its bankers, 
underwriters or lenders, or as necessary or desirable for conduct of 
business, including negotiations with other acquisition candidates, neither 
party hereto shall disseminate or release to any third party any 
information regarding any provisions of this Agreement, or any financial 
information regarding the other (past, present or future) that was obtained 
by the other in the course of the negotiations of this Agreement or in the 
course of the performance of this Agreement, without the other party's 
written approval; provided, however, the foregoing shall not apply to 
information which (i) is generally available to the public other than as a 
result of a breach of confidentiality provisions; (ii) becomes available on 
a non-confidential basis from a source other than the other party or its 
affiliates or agents, which source was not itself bound by a 
confidentiality agreement, or (iii) which is required to be disclosed by 
law or pursuant to court order.

     16.13.Contract Modifications for Prospective Legal Events.  In the 
event any state or federal laws or regulations, now existing or enacted or 
promulgated after the effective date of this Agreement, are interpreted by 
judicial decisions, a regulatory agency or legal counsel in such a manner 
as to indicate that the structure of this Agreement may be in violation of 
such laws or regulations, the Provider and Response shall amend this 
Agreement as necessary.  To the maximum extent possible, any such amendment 
shall preserve the underlying economic and financial arrangements between 
the Provider and Response.

     16.14.Remedies Cumulative.  No remedy set forth in this Agreement or 
otherwise conferred upon or reserved to any party shall be considered 
exclusive of any other remedy available to any party, but the same shall be 
distinct, separate and cumulative and may be exercised from time to time as 
often as occasion may arise or as may be deemed expedient.

     16.15.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.

     16.16.No Obligation to Third Parties.  None of the obligations and 
duties of Response or the Provider under this Agreement shall in any way or 
in any manner be deemed to create any obligation of Response or of the 
Provider to, or any rights, in, any person or entity not a party to this 
Agreement.

     16.17.Communications.  The Provider and Response agree that good 
communication between the parties is essential to the successful 
performance of this Agreement, and each pledges to communicate fully and 
clearly with the other on mattes relating to the successful operation of 
the Provider's practice at a Clinic.


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

                         KNOXVILLE HEMATOLOGYONCOLOGY ASSOCIATES, P.L.L.C.

                         By:

                         Title:

                                   
                         RESPONSE ONCOLOGY, INC.

                         By:

                         Title:



                         PHYSICIANS:


                                                                          
                         Peter W. Carter, M.D.


                                                                              
                         Albert S.C. Ebenezer, M.D.


                                                                            
                         Jerry M. Foster, M.D.


                                                                          
                         Allan M. Grossman, M.D.



                 RESPONSE ONCOLOGY, INC.SERVICE AGREEMENT
                              SCHEDULE A

Base Service Fee

     The Base Service Fee shall be equal to the sum of (i) amounts recorded 
as Clinic Expenses (the "Clinic Expense Portion") plus (ii) ***% of 
Practice Revenue (the "Fixed Portion").  

Base Fee

     The Base Fee shall be equal to the sum of (A) ***% of Practice Revenue 
up to $***, (B) ***% of Practice Revenue between $*** and $***, and (C) 
***% of Practice Revenue between $*** and $***.

Performance Fee

     During the entire term of the Service Agreement, including any 
extended term, unless reduced in the upon the occurrence of the event 
described below, a Performance Fee in an amount equal to any Annual Surplus 
shall be paid to Response.  Response shall, in turn, remit, in exchange for 
delegated practice management services delivered thereby, fifty percent 
(50%) of such Performance Fee to Physicians' Medical Enterprises, LLC. 
("PME").  In the event PME shall, at any time during the term hereof, 
discontinue rendering management services to the Provider, then the 
Performance Fee payable to Response shall be equal to 50% of Annual 
Surplus.  

     Performance Fees shall be computed on the basis of Annual Surplus 
computed for each calendar year.  For any period during the term of the 
Service Agreement that does not encompass an entire calendar year, the 
Performance Fees for such partial period shall be computed as follows:

     a)  For any partial period that commences with the execution and 
delivery of the Service     Agreement, Clinic Expenses, Physician Expense 
and Non-physician  Employee Compensation from such commencement date until 
the end of the calendar year of commencement shall be determined. The sum 
of Clinic Expenses, Physician Expense, Non-physician Employee Compensation 
and ***% of Practice Revenue will be subtracted from Practice Revenue, with 
the difference then being divided by the number of days in such period, and 
the quotient multiplied by 365.  The computation formula set forth above 
will be applied to the annualized Annual Surplus to compute an annualized 
Performance Fee, which shall then be divided by 365 and multiplied by the 
number of days in the partial period to yield the Performance Fee payable 
with respect to such short period.

     b)  For any partial period that commences on the first day of a 
calendar year and ends prior to the last day thereof, Annual Surplus for 
the full year will be computed based on the definition thereof, which 
result shall then be divided by 365 and multiplied by the number of days 
during the partial period to yield the Performance Fees payable with 
respect to such short period.

     The foregoing calculations shall be adjusted by 50% if the Performance 
Fee is reduced by reason of the PME agreement being terminated.

Liquidated Damages Amount

     For purposes of this Agreement, the Liquidated Damages Amount shall be 
the difference obtained pursuant to the following formula:  [****]; wherein 
(i) *** equals *** (ii) *** equals the number of Remaining Physician 
Members at the time of occurrence of a Provider Event of Default; (ii) *** 
equals *** x ***/***; and (iii) *** equals ***.
 

Practice Retainage

     For purposes of this Agreement, the Practice Retainage shall equal the 
sum of ***% of Practice Revenue of $*** or less, ***% of Practice Revenue 
between $*** and $***, ***% of Practice Revenue between $*** and $***, ***% 
of Practice Revenue between $*** and $*** and ***% of Practice Revenue in 
excess of $***.


***  MATERIAL REDACTED PURSUANT TO CLAIM FOR CONFIDENTIAL TREATMENT