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0006.txt

EMPLOYMENT AGREEMENT









                              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



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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).





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         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.



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         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

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