<PAGE>

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as of this 22nd
day of May 1998 among U.S. Cancer Care, Inc., a Delaware corporation, (the
"Corporation") and Randy C. Sklar (the "Employee").

                                    RECITALS

         A. The Corporation owns or controls and intends to acquire ownership
and control of entities which provide radiation oncology treatments to cancer
patients.

         B. The Corporation wishes to retain the services of the Employee as its
Executive Vice President of Business Development, on the terms, and subject to
the conditions, hereinafter set forth.

                                    AGREEMENT

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

     2.1 DEFINITIONS. For purposes of this Agreement, unless the context
otherwise requires, the following terms have the respective meanings set out
below.

         A. "AFFILIATE" shall mean any Person, whether present or future, that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with the Corporation.

         B. "AGREEMENT" shall have the meaning ascribed thereto in the preamble
of this Agreement.

         C. "BOARD" shall have the meaning ascribed thereto in Section 3.1.

         D. "BUSINESS" shall have the meaning ascribed thereto in Section 10.1.

         E. "CAUSE" shall have the meaning ascribed thereto in Section 4.2.

         F. "CHANGE OF CONTROL" means and includes each of the following: (i)
the acquisition, in one or more transactions, of beneficial ownership (within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) by any Person or any group of Persons who constitute a
group (within the meaning of Section 13d-3 of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Corporation or any Affiliate of the Corporation, of any securities of the
Corporation such that, as a

                                       1
<PAGE>

result of such acquisition, such Person or group beneficially owns (within the
meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, more than
forty-percent (40%) of the Corporation's outstanding voting securities entitled
to vote on a regular basis for a majority of the members of the Board; (ii) a
change in the composition of the Board such that a majority of the members of
the Board were not (A) members of the Board on the date of this Agreement or (B)
nominated for election or elected to the Board with the affirmative vote of a
majority of directors who were members of the Board on the date of this
Agreement; or (iii) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least eighty-percent (80%) of the total voting power
represented by the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Corporation approve a plan of complete liquidation of the Corporation or
an agreement for the sale or disposition by the Corporation of (in one or more
transactions) all or substantially all of the Corporation's assets.

         G. "COMMENCEMENT DATE" shall have the meaning ascribed thereto in
Article II.

         H. "CONFIDENTIAL INFORMATION" shall mean non-public information
concerning the Corporation, including without limitation, financial data,
statistical data, strategic business plans, agreements or other material
relating to the business, services or activities of the Corporation and its
Affiliates and (b) trade secrets, market reports, customer investigations,
customer lists, practices, processes, methods, information relating to
government relations and other similar information that is proprietary
information of the Corporation or its Affiliates.

         I. "CORPORATION" shall have the meaning ascribed thereto in the
preamble of this Agreement.

         J. "CUSTOMER" means any Person to whom the Corporation or any of its
Affiliates currently sells or provides goods or services, or has sold or
provided goods or services at any time within the twelve (12) month period prior
to the time at which any determination is required to be made as to whether any
such Person is a Customer.

         K. "DISABILITY" shall have the meaning ascribed thereto in Section 4.4.

         L. "EMPLOYEE" shall have the meaning ascribed thereto in the preamble
of this Agreement.

         M. "EXCHANGE ACT" shall have the meaning ascribed thereto in Section
1.1(g).


                                       2
<PAGE>


         N. "GAAP" shall mean generally accepted accounting principles and
practices set forth in the opinions and pronouncements of the Accounting
Principles Board and 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 as may be approved by a significant
segment of the accounting profession that are applicable to the circumstances as
of the date of determination, applied on a consistent basis.

         O. "NON-COMPETITION PERIOD" shall have the meaning ascribed thereto in
Section 10.1.

         P. "PERSON" shall mean any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated organization or any other entity, union or
association, or government or any agency or political subdivision thereof.

         Q. "PROSPECTIVE BUSINESS ACTIVITY" shall have the meaning ascribed
thereto in Section 10.1.

         R. "RESTRICTED STOCK AWARD AGREEMENT" shall mean that certain agreement
between the Corporation and the Employee, executed as of the same date of this
Agreement, whereby the Corporation grants the Employee, subject to the terms of
such Agreement, as incentive compensation, a restricted stock award of 300,000
shares of common stock of the Corporation.

         S. "SHARES" shall have the meaning ascribed thereto in Section 8.1.

         T. "SUBSIDIARY" shall mean with respect to any Person, any corporation,
association or other business entity of which securities representing 50% or
more of the combined voting power of the total voting stock (or in the case of
an association or other business entity which is not a corporation, 50% or more
of the equity interest) is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof.

         U. "TERM" shall have the meaning ascribed thereto in Section 4.1.

     1.2 CONSTRUCTION.

         A. CAPTIONS. The captions of Articles, Sections and Subsections of this
Agreement are inserted for convenience only and shall not affect the meaning or
construction of the contents of this Agreement.

         B. EXHIBITS. The exhibits to this Agreement are integral parts of this
Agreement and are hereby incorporated herein by this reference as if fully set
forth herein.

                                       3
<PAGE>

         C. MANDATORY AND PERMISSIVE ACTS. As used in this Agreement, the words
"shall" and "will" refer to mandatory acts; the word "may" shall refer to
permissive acts.

         D. REFERENCES. References in this Agreement to Articles, Sections, and
Subsections, unless specifically stated otherwise, are to the articles, sections
and subsections of this Agreement.

         E. MISCELLANEOUS TERMS. The term "or" shall not be exclusive. The terms
"herein," "hereof," "hereto," "hereunder" and other terms similar to such terms
shall refer to this Agreement as a whole and not merely to the specific article,
section, paragraph or clause where such terms may appear. The term "including"
shall mean "including, but not limited to".

                                   ARTICLE III
                                   EMPLOYMENT

     The Corporation hereby employs the Employee and the Employee hereby accepts
employment with the Corporation, commencing as of June 17, 1998 (the
"Commencement Date"), for the Term, in the position and with the duties and
responsibilities set forth in Article III, and upon such other terms and
conditions set forth in this Agreement.

                                   ARTICLE IV
                                POSITION; DUTIES

     4.1 POSITION AND DUTIES. The Employee shall serve as Executive Vice
President of Business Development of the Corporation subject to the control and
direction of the Vice-Chairman of the Board, President, Chief Executive Officer
and the Board of Directors of the Corporation (the "Board") with duties and
responsibilities that are customary for such office; including, but not limited
to, the strategic development of the short-term and long-term business goals of
the Corporation. The Employee shall have such other powers and duties customary
for such office as may be prescribed by the Board or by the bylaws of the
Corporation.

     4.2 BEST EFFORTS. The Employee will use his best efforts to perform his
duties and discharge his responsibilities pursuant to this Agreement
competently, carefully and faithfully. In determining whether or not the
Employee has used his best efforts hereunder the Corporation's delegation of
authority to other employees and all surrounding circumstances shall be taken
into account and the Employee's best efforts shall not be judged solely on the
Corporation's earnings or other results of the Employee's performance.

                                       4
<PAGE>

                                    ARTICLE V
                         TERM OF EMPLOYMENT; TERMINATION

     5.1 TERM . The term (the "Term") of this Agreement shall commence on the
Commencement Date and shall terminate on the fifth (5th) anniversary of said
Commencement Date.

     5.2 TERMINATION FOR CAUSE. Subject to the provisions of Sections 4.3, 4.4
and 4.5, the Corporation may terminate this Agreement only for Cause by giving
written notice of termination specifying the grounds thereof. Except as
otherwise set forth below regarding the giving of notice in the event of a
termination for failure of the Employee to perform his duties, such termination
will become effective upon the giving of such notice. Cause for termination
hereunder ("Cause") shall consist only of the following: (a) the Employee enters
a plea of guilty or nolo contendere to, or is convicted of, a felony or any
other criminal act involving moral turpitude, dishonesty, theft or unethical
business conduct; (b) the Employee has been found in a civil action to have
committed gross negligence or willful misconduct in carrying out his duties
hereunder; (c) the Employee materially breaches this Agreement; (d) the Employee
shall engage in habitual use of drugs or alcohol and such use constitutes an
abuse thereof; or (e) the Employee engages in willful misconduct, material
dishonesty or fraud in the performance of his duties hereunder. Upon any such
termination for Cause, the Employee shall have no right to compensation, bonus
or reimbursement under Sections 7.1 or 7.2 or to participate in any employee
benefit programs (other than such programs as the Corporation is, by law,
required to allow his participation) under Section 7.5 for any period subsequent
to the effective date of termination. For purposes of this Agreement, a material
breach of this Agreement by the Employee shall include, without limitation, the
habitual neglect by the Employee of the duties that he is required to perform
under the terms of this Agreement. In the event of such habitual neglect, the
Vice-Chairman of the Board, President, Chief Executive Officer or Board may, in
his or its sole discretion, as the case may be, terminate this Agreement by
giving the Employee sixty (60) days' prior written notice specifying the grounds
for termination; provided that, if, in his or its sole discretion, as the case
may be, the Vice-Chairman of the Board, President, Chief Executive Officer or
Board, determines that the Employee has cured such habitual neglect within such
sixty (60) day period, then the Vice-Chairman of the Board, President, Chief
Executive Officer or Board, as the case may be, may revoke such termination
notice and reinstate this Agreement.

     5.3 In the event that (a) there shall be a material change in the
Employee's authorities, powers, functions, duties or responsibilities hereunder,
or (b) the Corporation materially breaches this Agreement or the performance of
its duties and obligations hereunder, the Employee, by written notice to the
Corporation, may elect to deem his employment hereunder to have been terminated
by the Corporation without Cause; provided, the provisions of paragraph (a) of
this Section 4.3 shall be inapplicable if the Employee shall be offered a
position comparable to the position contemplated herein, such position is at the
executive officer level and the bonus package associated with such new position
is equivalent to or greater than the bonus package contemplated hereunder.

                                       5
<PAGE>

     5.4 DEATH OR DISABILITY. Except for the Corporation's obligations contained
in this Section 4.4, this Agreement and the obligations of the Corporation
hereunder will terminate upon the Employee's death or Disability. For purposes
of this Agreement, Disability shall mean that for a period of ninety (90)
consecutive days or six (6) months in any twelve (12) month period the Employee
is incapable of substantially fulfilling the duties set forth in Article III
because of physical, mental or emotional incapacity resulting from injury,
sickness or disease. Upon termination of this Agreement by reason of the
Employee's death or Disability, the Corporation will pay the Employee or his
legal representative, as the case may be: (a) his annual base salary at such
time through the date of such termination of employment and (b) a pro rata share
of the bonus due the Employee under Section 7.2 (computed as the ratio that the
number of days expiring from the beginning of the most recently-concluded
anniversary of the date of this Agreement through the date of death or
Disability bears to 365). Such sums shall be paid upon the same terms and
conditions as if this Agreement were in full force and effect.

     5.5 TERMINATION BY THE EMPLOYEE. The Employee may terminate his obligations
under this Agreement without Cause by giving the Corporation at least sixty (60)
days' prior written notice.

     5.6 DAMAGES FOR TERMINATION WITHOUT CAUSE AND PURSUANT TO A CHANGE OF
CONTROL OR CONSTRUCTIVE TERMINATION. In the event that the Employee's employment
shall be terminated without Cause, pursuant to a Change of Control and/or
pursuant to Section 4.3, in addition to any other damages or relief to which the
Employee may be entitled at law or in equity, the Corporation shall pay to the
Employee as liquidated damages therefor an amount equal to two (2) times the
salary and bonus, if any, paid to the Employee for the fiscal year immediately
preceding the fiscal year in which the Employee's employment is so terminated;
provided, that, in the event that such termination of employment occurs during
the first year of the Term, the amount of liquidated damages shall be based on
(i) the salary which would have been paid by the Corporation to the Employee
during such first year of the Term if such termination of employment had not
occurred and (ii) the actual bonus earned by the Employee through the date of
such termination plus any bonus compensation that would have been payable to the
Employee hereunder in the event that such termination of employment had occurred
six months after the actual date of such termination. The Employee hereby
acknowledges that the Corporation has had certain preliminary discussions
regarding a potential business combination with American Shared and to that end,
notwithstanding the foregoing, the Employee acknowledges that to the extent any
such transaction with American Shared is consummated such transaction shall not
constitute a Change of Control for purposes of this Agreement.

     5.7 CONTINUING EFFECT. Except as otherwise provided in Section 4.3
respecting termination of the Employee's employment without Cause,
notwithstanding any termination of this Agreement, the provisions of Articles X
and XI shall remain in full force and effect.

                                       6
<PAGE>

                                   ARTICLE VI
                    DEVOTION OF THE EMPLOYEE'S TIME TO DUTIES

     The Employee will devote substantially full time during normal business
hours (exclusive of periods of sickness and Disability and of such normal
holiday and vacation periods as have been established by the Corporation) to the
affairs of the Corporation; provided, however, that the Employee will be
permitted to devote a limited amount of his time, without payment therefor of
salary or wages, to charitable or similar organizations and to such other
businesses and/or investment activities as are not barred by the provisions of
Article X and which do not interfere with the provision of services hereunder.

                                   ARTICLE VII
                         MEDICAL BUSINESS OPPORTUNITIES

     The Employee agrees to promptly present to the Corporation all potential
opportunities for acquisitions, joint ventures and similar transactions in the
cancer care field which are presented to him or of which he otherwise acquires
knowledge during the Term.

                                  ARTICLE VIII
                            COMPENSATION AND EXPENSES

     8.1 SALARY. For the Employee's services to be rendered under this
Agreement, the Corporation shall pay the Employee an annual base salary of
$125,000 during the first year of the Term, which thereafter shall be increased
at least annually at a rate of no less than five percent (5%) per annum, with
such additional amounts being set in the discretion of the Board. The
Corporation will pay the Employee his annual salary in equal installments no
less frequently than monthly.

     8.2 BONUS. Except as set forth below, within sixty (60) days following the
close of each fiscal year, the Corporation shall pay to the Employee an annual
bonus, not to exceed One Hundred Thousand Dollars ($100,000), in an amount equal
to Five Thousand Dollars ($5,000) for every acquisition, joint venture or new
development by the Corporation of a facility or entity which provides radiation
oncology treatment to cancer patients (including the Jacksonville, Maui, Guam,
Wildomar and Dr. Benak acquisitions); provided that the Employee actively worked
on such acquisition, joint venture or new development. For the first year of the
Term, the Employee shall be entitled to a minimum bonus of Fifty Thousand
Dollars ($50,000), which amount shall be payable by the Corporation upon the
execution of this Agreement.

     8.3 EXPENSES. It is understood and agreed that the services required of the
Employee by the Corporation will require the Employee to incur entertainment,
travel and other expenses on behalf of the Corporation. The Corporation will
reimburse or advance funds to the

                                       7
<PAGE>

Employee for all reasonable travel, entertainment and miscellaneous expenses
incurred in connection with the performance of his duties under this Agreement,
provided that the Employee properly accounts for such expenses to the
Corporation in accordance with the Corporation's practices. Such reimbursement
or advances will be made in accordance with policies and procedures of the
Corporation in effect from time to time relating to reimbursement of or advances
to executive officers.

     8.4 VACATION. For each twelve- (12)-month period during the Term, the
Employee will be entitled to four (4) weeks of vacation without loss of
compensation or other benefits to which he is entitled under this Agreement
(pro-rated as necessary for partial calendar years during the Term), to be taken
at such times as the Employee may select and the affairs of the Corporation may
permit.

     8.5 EMPLOYEE BENEFIT PROGRAMS. Without any reduction in the compensation to
which the Employee is entitled pursuant to the provisions of Section 7.1, during
the Term the Employee will be entitled to participate in any health insurance,
disability, sick leave, pension insurance or other employee benefit plan that is
maintained at that time by the Corporation for its executive officers including
programs of life and medical insurance and reimbursement of membership fees in
civic, social, and professional organizations. Notwithstanding the foregoing,
the Corporation agrees to reimburse the Employee, until such time as the
Corporation maintains health insurance, for any costs incurred by the Employee
in maintaining COBRA coverage for himself and his dependents; provided that,
such costs shall not exceed the amount that is reasonably expected to be
incurred by the Corporation for health insurance on behalf of the Employee once
the Corporation maintains health insurance for its Employees.

     8.6 LIFE INSURANCE. The Corporation shall pay for a life insurance policy
or policies that have been maintained by the Employee up to a maximum premium of
Five Hundred Dollars ($500) per month. The owner of such policy or policies
shall be the Employee and the beneficiary or beneficiaries under such policy or
policies shall be such Person or Persons as the Employee shall from time to time
designate.

     8.7 AUTOMOBILE. The Corporation shall provide the Employee with a
non-accountable automobile allowance of $500 per month which includes all costs
associated with the use of an automobile including, without limitation, lease or
loan payments, fuel, maintenance and insurance.

     8.8 CONTINUING EDUCATION. The Corporation will reimburse the Employee for
all reasonable expenses incurred by him for up to seven days per year attendance
at industry seminars and conferences related to the Corporation's business. None
of such time will be considered vacation time pursuant to this Agreement.

                                       8
<PAGE>

                                   ARTICLE IX
                            GRANT OF RESTRICTED STOCK

     9.1 GRANT OF RESTRICTED STOCK. Concurrently with the execution of this
Agreement, the Corporation shall grant the Employee a restricted stock award, on
the terms and subject to the conditions set forth in the Restricted Stock Award
Agreement, of 300,000 shares of restricted common stock of the Corporation (the
"Shares") at a price of $.01 per share.

     9.2 VESTING. The Shares shall vest in five (5) equal annual installments
commencing on the first anniversary of the date of this Agreement, subject to
the terms and conditions of the Restricted Stock Award Agreement, which provides
for, among other things, immediate vesting or forfeiture of the unvested Shares
upon the occurrence of certain events.

                                    ARTICLE X
                           COVENANT OF CONFIDENTIALITY

                    The Employee acknowledges that during his employment he will
learn and will have access to Confidential Information regarding the Corporation
and its Affiliates. All records, files, materials and Confidential Information
(excluding personal items obtained by the Employee in the course of his
employment with the Corporation and that do not contain Confidential
Information) are confidential and proprietary and shall remain the exclusive
property of the Corporation or its Affiliates, as the case may be. The Employee
will not, except in connection with and as required by his performance of his
duties under this Agreement, for any reason use for his own benefit or the
benefit of any Person or entity with which he may be associated or disclose any
such Confidential Information to any Person for any reason or purpose whatsoever
without the prior written consent of the Board unless such Confidential
Information previously shall have become public knowledge through no action by
or omission of the Employee.

                                   ARTICLE XI
                             COVENANT NOT TO COMPETE

     11.1 COVENANT. The Employee agrees that he will not, for as long as he is
an officer or director of the Corporation and for two (2) years thereafter (the
"Non-Competition Period") directly or indirectly carry on, be engaged in, own,
operate, control or participate in the ownership, management, operation or
control of or have any financial interest in or otherwise be connected with, any
Person, or business (whether as an employee, officer, director, agent, security
holder, creditor, consultant, or otherwise) that is or may be engaged in any
business activity that is the same as, similar to, or competitive (directly or
indirectly) with any business engaged in by the Corporation and/or its
Affiliates or any of them in any city or county in which the Corporation's
and/or any of its Affiliates' current or future facility is located which
business, for purposes of this Agreement, shall be radiation therapy, medical
oncology, gamma-knife, and related oncology services and physician

                                       9
<PAGE>

practice management services for medical and radiation oncologists (the
"Business"). For Purposes of this Section, the Business shall include any
business with respect to which, at any time during the Non-Competition Period,
there was a bona fide intention on the part of the Corporation and/or any of its
Affiliates to engage in the future and with respect to which the Corporation
and/or any of its Affiliates had formulated plans to engage in the future (a
"Prospective Business Activity"). For purposes of this Section, if the
Corporation and/or any of its Affiliates do not in fact engage in a Prospective
Business Activity within one (1) year after the termination of the
Non-Competition Period, then the Corporation shall be deemed not to have had a
bona fide intention to engage in such Prospective Business Activity. The
Employee shall not on behalf of any Person competing with the Business, directly
or indirectly, have any dealings or contact with any suppliers or customers of
the Corporation and/or any of its Affiliates. Notwithstanding the foregoing,
nothing herein shall be deemed or construed to, or shall, bar or preclude the
Employee from acquiring not more than five percent (5%) of the securities, by
value or voting power, in any publicly-traded company that engages in any
activity competitive with any activity engaged in by the Corporation and/or any
of its Affiliates. Additionally, the foregoing shall not prevent the Employee
from accepting employment with an enterprise engaged in two (2) or more lines of
business, one of which is the same or similar to the Business if the Employee's
employment is totally unrelated to that line of business which is the same as or
similar to the Business.

     11.2 NON-SOLICITATION. The Employee hereby agrees that during the
Non-Competition Period, without the prior written consent of the Corporation, he
shall not, on his own behalf or on behalf of any Person, directly or indirectly,
hire or solicit the employment of any employee who has been employed by the
Corporation and/or any of its Affiliates at any time during the six (6) months
immediately preceding such date of hiring or solicitation.

     11.3 SEVERABILITY. The parties hereto hereby agree that the covenants of
non-competition contained herein are reasonable covenants under the
circumstances. The parties intend that the covenant contained in Section 10.1 be
construed as a series of separate covenants, one for each city, county, state,
territory, possession of federal district of the United States covered by the
covenant. Except for geographic coverage, each separate covenant will be
considered identical in terms to the covenant contained in Section 10.1. If, in
any judicial proceeding, a court refuses to enforce any of the separate
covenants described in this Section 10.3, the unenforceable covenant will be
considered eliminated from these provisions for the purpose of those proceedings
to the extent necessary to permit the remaining separate covenants to be
enforced. The Employee agrees that any breach of the covenants contained in this
Article X would irreparably injure the Corporation. Accordingly, the Employee
agrees that the Corporation, in addition to pursuing any other remedies it may
have in Law or in equity, may obtain an injunction against him from any court
having jurisdiction over the matter, restraining any further violation of this
Article X.

                                       10
<PAGE>

                                   ARTICLE XII
                                  ASSIGNABILITY

     The rights and obligations of the Corporation under this Agreement shall
inure to the benefit of and be binding upon the successors or assigns of the
Corporation, provided that such successor or assign shall acquire all or
substantially all of the assets and business of the Corporation. The Employee's
obligations hereunder may not be assigned or alienated and any attempt to do so
by him will be void.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     13.1 SEVERANCE OF PROVISION. If any provision of this Agreement otherwise
is deemed to be invalid or unenforceable or is prohibited by the laws of the
state or jurisdiction where it is to be performed, this Agreement shall be
considered divisible as to such provision and such provision shall be
inoperative in such state or jurisdiction and shall not be part of the
consideration moving from either of the parties to the other. The remaining
provisions of this Agreement shall be valid and binding and of like effect as
though such provision were not included.

     13.2 NOTICES AND ADDRESS. All notices, offers, acceptance and any other
acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar receipted delivery, if mailed, postage prepaid, by certified mail
return receipt requested, as follows:

              To the Employee:      Randy C. Sklar
                                    905 Forest Glen Lane
                                    Wellington, FL 33414
                                    Telephone: 561-792-9101
                                    Facsimile: 561-795-1281

              To the Corporation:   U.S. Cancer Care, Inc.
                                    5200 Town Center Circle
                                    Tower 1, Suite 301
                                    Boca Raton, FL 33486
                                    Telephone:  561-394-3305
                                    Facsimile:  561-394-3515

or to such other address as either of them, by notice to the other may designate
from time to time.

<PAGE>

     13.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

     13.4 ARBITRATION OF DISPUTES. Any dispute between the parties arising out
of this Agreement (other than an action for injunctive relief) shall be
submitted to final and binding arbitration in the County of Palm Beach, State of
Florida, under the Commercial Arbitration Rules of the American Arbitration
Association then in effect, upon written notification and demand of either party
therefor. In making the award, the arbitrator shall award recovery of costs and
expenses of the arbitration and reasonable attorneys' fees to the prevailing
party. The decision and award made by the arbitrator shall be final, binding and
conclusive on all parties to the arbitration for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof. Should judicial
proceedings or arbitration be commenced to enforce or carry out this provision
or any arbitration award, the prevailing party in such proceedings shall be
entitled to reasonable attorneys' fees and costs in addition to other relief.

     13.5 ATTORNEY'S FEES. In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof and any action or proceeding including that in
arbitration as provided for in Section 12.4 of this Agreement, is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to an award by the court or arbitrator, as appropriate, of reasonable attorney's
fees, costs and expenses.

     13.6 GOVERNING LAW. This Agreement and any dispute, disagreement, or issue
of construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided therein or performance shall
be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.

     13.7 JURISDICTION. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida without giving
effect to principles of conflict of laws. The Employee hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of any court of the State
of Florida or any federal court sitting in the State of Florida for purposes of
any suit, action or other proceeding arising out of this Agreement or the
subject matter hereof brought by the Employee or the Corporation.

     13.8 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver, discharge or
termination is sought.

<PAGE>

     IN WITNESS WHEREOF, the Employee and the Corporation have executed this
Agreement as of the date and year first above written.



                                          THE CORPORATION

                                          U.S. CANCER CARE, INC.,
                                          a Delaware corporation

                                          By: /s/ Jeffrey A. Goffman
                                              ---------------------------------
                                              Name:   Jeffrey A. Goffman
                                              Title:  Vice-Chairman of the Board

                                          THE EMPLOYEE

                                          /s/ Randy C. Sklar
                                          --------------------------------------
                                          Randy C. Sklar