AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                        RADIATION THERAPY SERVICES, INC.
 
 
         Radiation Therapy Services, Inc. (the "COMPANY"), a corporation
organized and existing under the Florida Business Corporation Act (the "ACT"),
does hereby certify:
 
         I.       The Company, pursuant to the provisions of Section 607.1007
of the Act, hereby adopts these Amended and Restated Articles of Incorporation
which amend and restate the Articles of Incorporation filed on April 15, 1997,
as amended on February 12, 1998 and April 25, 2000 and that are in effect to
date as permitted by Section 607.1007 of the Florida Statutes.
 
         II.      Each amendment made by these Amended and Restated Articles of
Incorporation (the "RESTATED ARTICLES") has been effected in conformity with
the provisions of the Act, and the Restated Articles and each amendment thereto
were duly approved and adopted by the Board of Directors and by a majority of
the holders of Common Stock of the Company by written consent dated May 28,
2004. Pursuant to Section 607.0704(3), within ten (10) days after the date of
the written consent, notice of the majority shareholders' consent and the
contents of the consent will be sent to all shareholders who had not provided
their written consent to the Restated Articles.
 
         III.     The original Articles of Incorporation and all amendments and
supplements thereto are hereby superseded by the Restated Articles which are as
follows:
 
         1.       NAME. The name of the company is RADIATION THERAPY SERVICES,
INC. (the "COMPANY").
 
         2.       ADDRESS AND REGISTERED AGENT. The principal office of the
Company is located at 2234 Colonial Boulevard, Fort Myers, Florida 33907. The
Registered Office's address is 2234 Colonial Boulevard, Fort Myers, Florida
33907. The Registered Agent at such address is David M. Koeninger.
 
         3.       PURPOSE. The nature of the business and the purpose for which
the Company is formed are to engage in any lawful act or activity for which a
corporation may be organized under the Act.
 
         4.       AUTHORIZED SHARES. This Company is authorized to issue two
classes of shares to be designated, respectively, Common Stock and Preferred
Stock. Each share of Common Stock shall have a par value of $0.0001 and each
share of Preferred Stock shall have a par value of $0.0001. The total number of
shares of Common Stock this Company shall have authority to issue is
75,000,000, and the total number of shares of Preferred Stock the Company shall
have authority to issue is 10,000,000. The designation, powers, preferences and
relative participating, optional or other special rights and the
qualifications, limitations and restrictions thereof in respect of each class
of shares of the Company are as follows:
 
 
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                  A.       COMMON STOCK. Each holder of record of shares of
         Common Stock shall be entitled to vote at all meetings of the
         shareholders and shall have one vote for each share held by him of
         record. Subject to the prior rights of the holders of all classes or
         series of stock at the time outstanding having prior rights as to
         dividends, the holders of shares of Common Stock shall be entitled to
         receive, when and as declared by the Board of Directors of the Company
         (the "BOARD OF DIRECTORS"), out of the assets of the Company legally
         available therefore, such dividends as may be declared from time to
         time by the Board of Directors.
 
                  B.       PREFERRED STOCK. Subject to the terms contained in
         any designation of a series of Preferred Stock, the Board of Directors
         is expressly authorized, at any time and from time to time, to fix, by
         resolution or resolutions, the following provisions for shares of any
         class or classes of Preferred Stock of the Company or any series of
         any class of Preferred Stock:
 
                           (1)      the designation of such class or series,
                  the number of shares to constitute such class or series which
                  may be increased or decreased (but not below the number of
                  shares of that class or series then outstanding) by
                  resolution of the Board of Directors, and the stated value
                  thereof if different from the par value thereof;
 
                           (2)      whether the shares of such class or series
                  shall have voting rights, in addition to any voting rights
                  provided by law, and, if so, the terms of such voting rights;
 
                           (3)      the dividends, if any, payable on such
                  class or series, whether any such dividends shall be
                  cumulative, and, if so, from what dates, the conditions and
                  dates upon which such dividends shall be payable, the
                  preference or relation which such dividends shall bear to the
                  dividends payable on any shares of stock of any other class
                  or any other series of the same class;
 
                           (4)      whether the shares of such class or series
                  shall be subject to redemption by the Company, and, if so,
                  the times, prices and other conditions of such redemption;
 
                           (5)      the amount or amounts payable upon shares
                  of such series upon, and the rights of the holders of such
                  class or series in, the voluntary or involuntary liquidation,
                  dissolution or winding up, or upon any distribution of the
                  assets, of the Company;
 
                           (6)      whether the shares of such class or series
                  shall be subject to the operation of a retirement or sinking
                  fund and, if so, the extent to and manner in which any such
                  retirement or sinking fund shall be applied to the purchase
                  or redemption of the shares of such class or series for
 
 
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                  retirement or other corporate purposes and the terms and
                  provisions relative to the operation thereof;
 
                           (7)      whether the shares of such class or series
                  shall be convertible into, or exchangeable for, shares of
                  stock of any other class or any other series of the same
                  class or any other securities and, if so, the price or prices
                  or the rate or rates of conversion or exchange and the
                  method, if any, of adjusting the same, and any other terms
                  and conditions of conversion or exchange;
 
                           (8)      the limitations and restrictions, if any,
                  to be effective while any shares of such class or series are
                  outstanding upon the payment of dividends or the making of
                  other distributions on, and upon the purchase, redemption or
                  other acquisition by the Company of, the Common Stock or
                  shares of stock of any other class or any other series of the
                  same class;
 
                           (9)      the conditions or restrictions, if any,
                  upon the creation of indebtedness of the Company or upon the
                  issue of any additional stock, including additional shares of
                  such class or series or of any other series of the same class
                  or of any other class;
 
                           (10)     the ranking (be it pari passu, junior or
                  senior) of each class or series vis-a-vis any other class or
                  series of any class of Preferred Stock as to the payment of
                  dividends, the distribution of assets and all other matters;
                  and
 
                           (11)     any other powers, preferences and relative,
                  participating, optional and other special rights, and any
                  qualifications, limitations and restrictions thereof, insofar
                  as they are not inconsistent with the provisions of this
                  Restated Articles, to the full extent permitted in accordance
                  with the laws of the State of Florida.
 
                  The powers, preferences and relative, participating, optional
         and other special rights of each class or series of Preferred Stock,
         and the qualifications, limitations or restrictions thereof, if any,
         may differ from those of any and all other series at any time
         outstanding.
 
                  C.       STOCK SPLIT. Upon the filing of these Amended and
         Restated Articles of Incorporation with the Florida Department of
         State, each share of the Company's common stock, $.0001 par value per
         share, theretofore outstanding shall, without any action on the part
         of the holder thereof, be automatically reclassified, changed and
         converted into 1.83 shares of common stock (the "Stock Split"). The
         Company shall not issue any fractional shares of common stock
         following or resulting from the Stock Split, and any fractional shares
         of common stock resulting from the Stock Split shall be rounded up to
         the nearest whole number of shares of common stock.
 
 
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<PAGE>
         5.       NAMES AND MAILING ADDRESSES OF DIRECTORS. The names of the
persons who are currently serving as the directors of the Company are set forth
below. Each director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
 
                            Daniel E. Dosoretz, M.D.
                            2234 Colonial Boulevard
                           Fort Myers, Florida 33907
 
                             Michael J. Katin, M.D.
                            2234 Colonial Boulevard
                           Fort Myers, Florida 33907
 
                           James H. Rubenstein, M.D.
                            2234 Colonial Boulevard
                           Fort Myers, Florida 33907
 
                             Howard Sheridan, M.D.
                            2234 Colonial Boulevard
                           Fort Myers, Florida 33907
 
         6.       BOARD OF DIRECTORS.
 
                  A.       NUMBER, CLASS AND TERM. The business and affairs of
         the Company shall be managed by or under the direction of a Board of
         Directors consisting of not less than two nor more than fifteen
         directors, the exact number of directors to be determined from time to
         time by resolution adopted by the affirmative vote of a majority of
         the directors then in office. The Board of Directors shall be divided
         into three classes, designated Class I, Class II and Class III. Each
         class shall consist, as nearly as may be possible, of one-third of the
         total number of directors constituting the entire Board of Directors.
         Dr. Katin is hereby designated to serve as a Class I director for a
         one-year term, Dr. Rubenstein is hereby designated to serve as a Class
         II director for a two-year term and Dr. Dosoretz and Dr. Sheridan are
         hereby designated to serve as Class III directors for a three-year
         term. At each annual meeting of shareholders beginning in 2005,
         successors to the class of directors whose term expires at that annual
         meeting shall be elected for a three-year term. If the number of
         directors is changed, any increase or decrease shall be apportioned
         among the classes so as to maintain the number of directors in each
         class as nearly equal as possible, but in no case shall a decrease in
         the number of directors shorten the term of any incumbent director. A
         director shall hold office until the annual meeting for the year in
         which his term expires and until his successor shall be elected and
         shall qualify, subject, however, to prior death, resignation,
         retirement, disqualification or removal from office.
 
 
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<PAGE>
                  B.       VACANCIES. Subject to the rights of holders of any
         series of Preferred Stock then outstanding, any vacancy on the Board
         of Directors that results from an increase in the number of directors
         may be filled by a majority of the Board of Directors then in office,
         provided that a quorum is present, and any other vacancy occurring in
         the Board of Directors may be filled by a majority of the directors
         then in office, even if less than a quorum is present, or by a sole
         remaining director. Any director of any class elected to fill a
         vacancy resulting from an increase in such class shall hold office for
         a term that shall coincide with the remaining term of that class. Any
         director elected to fill a vacancy not resulting from an increase in
         the number of directors shall have the same remaining term as that of
         his predecessor.
 
                  C.       REMOVAL. Subject to the rights of holders of any
         series of Preferred Stock then outstanding, any director or the entire
         Board of Directors, may be removed from office at any time, but only
         for cause by an affirmative vote of the holders of a majority of the
         then outstanding shares of Common Stock; provided, however, that if a
         proposal to remove a director for cause is made by or on behalf of an
         Interested Shareholder (as hereinafter defined) or a director
         affiliated with an Interested Shareholder, then, such removal shall
         require the affirmative vote of the holders of a majority of the
         Disinterested Shares (as hereinafter defined). For the purposes of
         this SECTION 6(C), "Interested Shareholder" means any person (other
         than the Company or any shareholder of the Company who was a
         shareholder prior to the adoption of these Restated Articles) who is
         or announces or publicly discloses a plan or intention to become the
         beneficial owner of ten percent (10%) or more of the Company's Common
         Stock and "Disinterested Shares" means, as to any Interested
         Shareholder, shares of Common Stock held by shareholders other than
         such Interested Shareholder.
 
                  D.       RIGHTS OF PREFERRED STOCK. Notwithstanding the
         foregoing, whenever the holders of any one or more classes or series
         of Preferred Stock issued by the Company shall have the right, voting
         separately by class or series, to elect directors at an annual or
         special meeting of shareholders, the election, term of office, filling
         of vacancies and other features of such directorships shall be
         governed by the terms of these Restated Articles applicable thereto,
         and such directors so elected shall not be divided into classes
         pursuant to this SECTION 6 unless expressly provided by such terms.
 
                  E.       BALLOT. Election of directors need not be by ballot
         unless the By-Laws so provide.
 
                  F.       POWERS. In addition to the powers and authorities
         hereinabove or by statute expressly conferred upon them, the directors
         are hereby empowered to exercise all such powers and do all such acts
         and things as may be exercised or done by the Corporation; subject,
         nevertheless, to the provisions of the statutes of Florida, of these
         Restated Articles, and to any By-Laws from time to time made by the
         shareholders; provided, however, that no By-Law so made shall
         invalidate any prior act of the directors which would have been valid
         if such By-Law had not been made.
 
 
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<PAGE>
                  G.       CHANGES. The Board of Directors shall have the power
         to make, alter, amend, change, add to or repeal (collectively referred
         to as a "CHANGE") the By-Laws of the Company.
 
         7.       LIABILITY FOR MONETARY DAMAGES. No director of the Company
shall be personally liable to the Company or any other person for monetary
damages for any statement, vote, decision, act or failure to act, regarding
corporate management or policy, by such director as a director, except for
liability under the Act and other applicable law. If the Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall
be eliminated or limited to the fullest extent permitted by the Act as so
amended. No amendment to or repeal of this SECTION 7 shall apply to or have any
effect on the liability or alleged liability of any director of the Company for
or with respect to any acts or omission of such director occurring prior to
such amendment.
 
         8.       INDEMNIFICATION. The Company shall, to the full extent
permitted by Florida law, indemnify any person who is or was a director or
officer of the Company or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise. The Company may, to the full extent permitted by Florida
law, indemnify any person who is or was an employee or agent of the Company or
was serving at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
 
         9.       SPECIAL MEETING OF SHAREHOLDERS. Special meetings of the
shareholders of the Company for any purpose or purposes may be called at any
time by the Chief Executive Officer or by a majority of the members of the
Board of Directors.
 
         10.      CHANGES. The Company reserves the right to Change (as defined
in SECTION 6 of these Restated Articles) any provision contained in these
Restated Articles or in the By-Laws of the Company, in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation; provided, however, that subject
to the powers and rights provided for herein with respect to Preferred Stock
issued by the Company, if any, but notwithstanding anything else contained in
these Restated Articles to the contrary, the affirmative vote of the holders of
at least eighty percent (80%) of the then outstanding shares of the Common
Stock, voting together as a single class, shall be required to Change SECTIONS
6, 7, 8, 9 AND 10 of these Restated Articles.
 
         IN WITNESS WHEREOF, the undersigned President has executed these
Restated Articles on June 9, 2004.
 
                                        /s/ Daniel E. Dosoretz
                                        ---------------------------------------
                                        Daniel E. Dosoretz, M.D., President