IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                              IN AND FOR NEW CASTLE COUNTY                                         


IN RE RADIATION CARE, INC.                       )
SHAREHOLDERS LITIGATION                          1       Cons. C.A. :No. 13805~JBJ


                        JOINT MOTION TO APPROVE DISTR.IBUTION
                             OF REMAINING SETTLEMENT FUNDS

          Plaintiffs and defendants Radiation Care, Inc. ("RCI," now known as Oncology Therapies,

Inc. ("OTI-II")), Oncology Therapies, Inc. (now known as Oncology Therapies of America, Inc.),

Abraham D. Gosman, A.M.A. Financial Corp., Thomas E. Haire, Gerald W. King and Charles E.

McKay (collectively, the "Defendants") in the above-caption consolidated action (the "Action")

hereby jointly move for Court approval ofthe distribution of the re:maining settlement funds, which

the :Defendants have been, after reasonably extensive efforts, unable to distribute to all persons

entities who owned common stock of RCI, the predecessor in interest of OTI-II, at the close of

business on March 21, 1995, other than: (a) defendants, and their affiliates and associates; (b)

plaintiffs in the action entitled Southern Capital Resources, L. L. C. et al. v. Richard D `Amico 

C.A. No. E-41225, brought in the Superior Court of Fulton County, Georgia, and their affiliates and

associates; and (c) plaintiffs in the action entitled Kenneth E. Ellingwood and Gregory W. Cotler v.

Uncology Therapies, Inc. et ul., C.A. No. E-41 727, brought in the Superior Court of Fulton County,

Georgia, and their affiliates and associates (the "Class").

          The grounds for this motion are as follows:

          1.       OTI-II's predecessor, RCI, was a Delaware corporation engaged in the business of

providing radiation therapy and diagnostic imaging. From its inc'eption,  RCI's business plan was

for physicians to become shareholders of RCI and to refer patients to RCI's centers for treatment.

Thus many of RCI's shareholders were physicians located throughout the United States. The events

I


SNIPPETS:
 
 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
 
 OF REMAINING SETTLEMENT FUNDS
 
 Plaintiffs and defendants Radiation Care, Inc. ("RCI," now known as Oncology Therapies,
 
 the "Defendants") in the above-caption consolidated action
 
 business on March 21, 1995, other than: defendants, and their affiliates and associates;
 
 No. E-41 727, brought in the Superior Court of Fulton County,
 
 Georgia, and their affiliates and associates.
 
 OTI-II's predecessor, RCI, was a Delaware corporation engaged in the business of
 
 discussed at length in the Stipulation of Settlement filed in this Action.
 
 (Dkt.
 
 On December 23, 1997, the parties entered into the Stipulation whereby OTI-II, on
 
 The Stipulation provides that payment of attorneys' fees
 
 plus expenses incurred by plaintiffs in connection with the prosecution ofthe Action shall be
 
 amount of $275,000.
 
 expenses of $275,000, $565,341.35 remained in the Settlement Fund for distribution to the
 
 On July 2, 1998, Rudolph Palitz, using a istock transfer list obtained from
 
 Radiation Care, Inc.`s transfer agent, SunTrust Bank, mailed checks to 1,309 class members in
 
 aggregate amount of $30,502.39.
 
 Rudolph Palitz was able to reissue thirty-four checks to individual Class
 
 the parties jointly propose an equitable method of distributing the Remaining Settlement
 
 benefit of the class under the cy pres doctrine.
 
 &ens-Illinois, Inc., 827 F. Supp.
 
 of remaining settlement funds to charity).
 
 the Remaining Settlement Fund to be distributed to the American Cancer Society.
 
 For the reasons set forth herein, the parties respectfully ask this Court to exercise its