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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE
IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

                           CONVERTIBLE PROMISSORY NOTE

$500,000                                                       December 23, 2002


            FOR VALUE RECEIVED, the undersigned, ONCURE TECHNOLOGIES CORP., a
Florida corporation ("Company"), hereby promises to pay to the order of ALPINE
VENTURE CAPITAL PARTNERS LP, a Delaware limited partnership ("Holder") and its
assigns, the principal sum of FIVE-HUNDRED THOUSAND DOLLARS ($500,000) on May
15, 2003 (the "Maturity Date"), with interest thereon from time to time as
provided herein.

            This Convertible Promissory Note (this "Note") is issued in
connection with the execution of that certain Purchase Agreement, dated December
23, 2003 (the "Purchase Agreement"), between Company and Holder. All capitalized
terms used but not defined herein shall have the respective meanings assigned
thereto in the Purchase Agreement.

1.       Purchase Agreement. This Note is issued by the Company, on the date
hereof, pursuant to the Purchase Agreement and is subject to the terms thereof.
The Holder is entitled to the benefits of this Note and the Purchase Agreement,
as it relates to this Note, and may enforce the agreements of the Company
contained in this Note and the Purchase Agreement and exercise the remedies
provided for in this Note and the Purchase Agreement or otherwise available in
respect hereto and thereto. Capitalized terms used herein and not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement.

2.       Interest.

         2.1. Generally. The Company promises to pay interest ("Interest") on
the principal amount of this Note at the rate of 8.00% per annum (the "Interest
Rate"). Interest on this Note shall accrue from the date hereof through and
until repayment of the principal amount of this Note and payment of all Interest
in full and shall be computed on the basis of a 360-day year of twelve 30-day
months. Interest shall be paid quarterly in arrears on each March 31, June 30,
September 30 and December 31 of each year or, if any such date shall not be a
Business Day (as defined below), on the next succeeding Business Day to occur
after such date (each date upon which interest shall be so payable, an "Interest
Payment Date"). In addition, in the event of any prepayment of principal of this
Note (in accordance with Section 3 below), such prepayment shall be accompanied
by the interest accrued on the amount so prepaid. Interest on this Note shall be
paid in cash by wire transfer of immediately available funds to an account at a
bank designated in writing by the Holder. The term "Business Day" shall mean any
day other than a Saturday, Sunday or other day on which commercial banks in West
Palm Beach, Florida are authorized or required by law or executive order to
close.

<PAGE>

         2.2. Default Rate of Interest. Notwithstanding the foregoing provisions
of this Section 2, but subject to applicable law, any overdue principal of and
overdue Interest on this Note shall bear interest, payable on demand in
immediately available funds, for each day from the date payment thereof was due
to the date of actual payment, at a rate equal to the sum of the Interest Rate
and an additional 2.00% per annum. Subject to applicable law, any interest that
shall have accrued on overdue interest on this Note as provided in the preceding
sentence and that shall not have been paid in full on or before the next
Interest Payment Date to occur after the date on which the overdue interest
became due and payable shall itself be deemed to be overdue interest on this
Note to which the preceding sentence shall apply.

         2.3. No Usurious Interest. In the event that any interest rate(s)
provided for in this Section 2, shall be determined to be unlawful, such
interest rate(s) shall be computed at the highest rate permitted by applicable
law. Any payment by the Company of any interest amount in excess of that
permitted by law shall be considered a mistake, with the excess being applied to
the principal amount of this Note without prepayment premium or penalty; if no
such principal amount is outstanding, such excess shall be returned to the
Company.

3.       Prepayment. This Note may be prepaid, in whole or in part, at any time
and from time to time, without premium or penalty.

4.       Payments. The payment or prepayment of principal under this Note shall
be payable in lawful money of the United States of America by check delivered to
the Holder's address indicated in Section 8 (or to any other address specified
by the Holder) or by wire transfer to an account specified in writing by the
Holder. Any payment under this Note shall be applied first to sums due under
this Note other than principal and interest, second to accrued interest and
third to any principal amount outstanding under this Note.

5.       Automatic Conversion.

         5.1. After the occurrence of a Triggering Event (as defined below), the
unpaid principal amount of this Note (excluding any and all accrued and unpaid
interest thereon, the "Principal Amount"), shall automatically convert (subject
to and in accordance with Section 5.1(b) below), into either (A) 250 shares of
the Series H Stock or (B) a number of Qualified Shares (as defined below)
determined by dividing (i) the Principal Amount by (ii) the price received by
the Company per Qualified Share (as defined below) in the Qualified Security
Sale (as defined below), all on the same terms as such Qualified Shares were
offered and sold in the Qualified Security Sale.

         5.2. The Company shall promptly give written notice (the "Trigger
Notice") to the Holder of the occurrence of a Triggering Event. The Trigger
Notice shall specify (i) the total amount of capital raised by the Company
pursuant to the issuance and sale of the Qualified Shares, (ii) the number of
such Qualified Shares issued and sold, (iii) the price and other terms of the
issuance and sale of the Qualified Shares, (iv) the number of Qualified Shares
which the Holder is entitled to upon conversion of this Note, and (v) the period
during which such Holder may elect to convert this Note into either Series H
Stock or Qualified Shares, which period shall extend for at least 30 days
following the receipt by such Holder of the Trigger Notice (the "Equity
Acceptance Period"). If the Holder desires to convert the Principal Amount into

<PAGE>

Qualified Shares it shall notify the Company in writing (the "Election Notice")
by the end of the Equity Acceptance Period, otherwise, the Principal Amount will
automatically convert (at the end of the Equity Acceptance Period) into 250
shares of Series H Stock without any further action on the part of the Holder or
the Company. If the Holder delivers an Election Notice to the Company by the end
of the Equity Acceptance Period, then the Principal Amount will automatically
convert at the end of the Equity Acceptance Period into a number of Qualified
Shares as determined in accordance with Section 5.1 above.

         5.3. For purposes of this Note, the term "Triggering Event" means the
occurrence of the following events: (i) either (A) the conversion of the May
Note into shares of Series H Stock or (B) the cash payment in full by the
Company to the Holder of all amounts due and owing under the May Note
(including, without limitation, the entire principal amount of the May Note and
all accrued and unpaid interest thereon); and (ii) a Qualified Security Sale (as
defined below). For purposes of this Note, the term "Qualified Security Sale"
means the receipt by the Company, at any time after the conversion or repayment
of the May Note as provided above, of aggregate proceeds of at least $500,000
(the "Minimum Amount") from the issuance and sale (or sales) by the Company of
shares of a single series of Preferred Stock to any Person or Persons (other
than the Holder); provided, however, that proceeds received by the Company upon
exercise of options or warrants shall not be included in the determination of
the Minimum Amount. For purposes of this Note, the term "Qualified Shares" means
the shares of Preferred Stock issued by the Company in a Qualified Security
Sale.

         5.4. On the first Business Day immediately succeeding the Equity
Acceptance Period, the Holder shall surrender this Note at the office of the
Company and the Company shall promptly issue and deliver at such office of the
Holder a certificate representing the Underlying Shares issued in the name of
the Holder, together with an amount in cash equal to all accrued and unpaid
interest on the principal amount of this Note and all other amounts, if any,
then due and owing under this Note.

         5.5. The Company shall pay any and all issue taxes, documentary stamp
taxes and other taxes that may be payable in respect of the issuance or delivery
of this Note or the Underlying Shares issued or delivered upon conversion
hereof.

6.       Events of Default. The occurrence (whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
otherwise) and continuation for any reason whatsoever of any of the following
events shall constitute an "Event of Default":

              (i)   failure by the Company to observe, perform or comply with
                    any covenant or condition contained in this Note, the
                    Purchase Agreement, the May Note or the Prior Agreement (and
                    all Related Agreements (as defined in the Prior Agreement));
                    provided that such failure continues unremedied for a period
                    of thirty (30) days after written notice thereof to the
                    Company;

              (ii)  the Company fails to make payment of or repurchase any
                    principal on this Note when the same shall become due and
                    payable;

<PAGE>

              (iii) the Company fails to make payment of any interest on this
                    Note or any fees provided for hereunder when the same shall
                    become due and payable, and such failure continues for a
                    period of 5 Business Days;

              (iv)  default by the Company in the payment of principal, interest
                    or premium with respect to any Indebtedness of the Company
                    which, when aggregated with all other such defaults of the
                    Company, exceeds $500,000, whether or not such Indebtedness
                    is accelerated if the effect of such default is to permit
                    the holder(s) of such Indebtedness to accelerate the
                    maturity thereof and such default has not been cured or
                    waived pursuant to a written agreement satisfactory to the
                    Investor within 30 days after the earlier to occur of (i)
                    either Company's discovery of such default, or (ii) written
                    notice thereof from Investor;

              (v)   the Company shall (i) discontinue its business in its
                    entirety, (ii) undergo an event of dissolution, (iii) fail
                    to keep in full force and effect its existence as a
                    corporation, (iv) apply for or consent to the appointment of
                    a receiver, trustee, custodian or liquidator of it or any of
                    its property, (v) admit in writing its inability to pay its
                    debts as they mature, (vi) make a general assignment for the
                    benefit of creditors, (vii) be adjudicated a bankrupt or
                    insolvent or be the subject of an order for relief under
                    Title 11 of the United States Code or (viii) file a
                    voluntary petition in bankruptcy, or a petition or an answer
                    seeking reorganization or an arrangement with creditors or
                    to take advantage of any bankruptcy, reorganization,
                    insolvency, readjustment of debt, dissolution or liquidation
                    law or statute, or an answer admitting the material
                    allegations of a petition filed against it in any proceeding
                    under any such law or corporate action shall be taken for
                    the purpose of effecting any of the foregoing;

              (vi)  there shall be filed against the Company an involuntary
                    petition seeking reorganization of the Company or the
                    appointment of a receiver, trustee, custodian or liquidator
                    of the Company, or a substantial part of the Company's
                    assets, or an involuntary petition under any bankruptcy,
                    reorganization or insolvency law of any jurisdiction,
                    whether now or hereafter in effect and such involuntary
                    petition shall not have been dismissed within 90 days
                    thereof; or

              (vii) final judgment for the payment of money (which exceeds
                    $500,000 or which, when aggregated with all other
                    outstanding judgments against the Company and its
                    Subsidiaries, exceeds $1,000,000) shall be rendered against
                    the Company or any Subsidiary, and the same shall remain
                    undischarged for a period of 60 consecutive days, during
                    which execution shall not be effectively stayed.

         "Indebtedness" shall mean all obligations, contingent and otherwise,
which in accordance with GAAP should be classified on the obligor's balance
sheet as liabilities, or to which reference should be made by footnotes thereto,
including without limitation, in any event and

<PAGE>

whether or not so classified: (i) all debt and similar monetary obligations,
whether direct or indirect; (ii) all liabilities secured by any mortgage,
pledge, security interest, lien, charge or other encumbrance existing on
property owned or acquired subject thereto, whether or not the liability secured
thereby shall have been assumed; (iii) all guaranties, endorsements and other
contingent obligations whether direct or indirect in respect of Indebtedness;
and (iv) obligations to reimburse issuers of any letters of credit.

         6.2. Rights upon Event of Default. If an Event of Default described in
this Section 6 has occurred, Holder, at its option, may declare the aggregate
principal amount of this Note, together with all accrued and unpaid interest
thereon, immediately due and payable (except in the case of an Event of Default
under paragraph (v) or (vi) of Section 6, in which event the aggregate principal
amount of this Note, together with all accrued and unpaid interest thereon,
shall automatically become due and payable).

7.       Suits for Enforcement.

         7.1. Upon the occurrence of an Event of Default, the Holder of this
Note may proceed to protect and enforce its rights hereunder by suit in equity,
action at law or by other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in the Purchase Agreement or
this Note or in aid of the exercise of any power granted in the Purchase
Agreement or this Note, or may proceed to enforce the payment of this Note, or
to enforce any other legal or equitable right of the Holders of this Note.

         7.2. The Company agrees to pay Holder on demand all costs of collection
and enforcement of this Note and the Purchase Agreement, including, without
limitation, reasonable attorney's fees and expenses and all court costs.

8.       Miscellaneous.

         8.1. Unconditional Obligation; Waivers. The obligations of Company to
make the payments provided for in this Note are absolute and unconditional and
not subject to any defense, set-off, counterclaim, rescission, recoupment or
adjustment whatsoever. Company hereby waives presentment and demand for payment,
notice of non-payment, notice of dishonor, protest, notice of protest, bringing
of suit and diligence in taking any action to collect any amount called for
under this Note, and shall be directly and primarily liable for the payment of
all amounts owing and to be owing hereon, regardless of and without any notice,
diligence, act or omission with respect to the collection of any amount called
for hereunder. No waiver of any provision of this Note made by agreement of
Holder and any other person shall constitute a waiver of any other terms hereof,
or otherwise release or discharge the liability of Company under this Note. No
failure to exercise and no delay in exercising, on the part of Holder, any
right, power or privilege under this Note shall operate as a waiver thereof nor
shall partial exercise of any right, power or privilege. The rights and remedies
herein provided are cumulative and are not exclusive of any rights or remedies
provided by law.

         8.2. Notices and Addresses. Any notice, demand, request, waiver, or
other communication under this Note shall be in writing and shall be deemed to
have been duly given on the date of service, if personally served or sent by
facsimile; on the business day after notice

<PAGE>

is delivered to a courier or mailed by express mail, if sent by courier delivery
service or express mail for next day delivery; and on the third day after
mailing, if mailed to the party to whom notice is to be given, by first class
mail, registered, return receipt requested, postage prepaid and addressed as
follows:

To Company:                OnCure Technologies Corp.
                           610 Newport Center Drive, Suite 350
                           Newport Beach, CA 92660
                           Attn:  Jeffrey A. Goffman
                           Fax:     (949) 721-6540

                           With a copy to:

                           Scott M. Zimmerman, Esq.
                           Swidler Berlin Shereff Friedman, LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, NY  10174
                           Fax No.: (212) 891-9598


<PAGE>


To Holder:                 Alpine Venture Capital Partners LP
                           One North Clematis Street, Suite 510
                           West Palm Beach, FL 33401
                           Attn: Stephen J. Warner
                           Fax:  (561) 838-4105

                           With a copy to:

                           Peter J. Sheptak, Esq.
                           Edwards & Angell, LLP
                           One North Clematis Street, Suite 400
                           West Palm Beach, FL 33401
                           Fax: (561) 655-8719


         8.3. Replacement of Note. On receipt by the Company of an affidavit of
an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Note (and in the case of any such
mutilation, on surrender and cancellation of such Note), the Company, at its
expense, will promptly execute and deliver, in lieu thereof, a new Note of like
tenor. If required by the Company, such Holder must provide indemnity sufficient
in the reasonable judgment of the Company to protect the Company from any loss
which the Company may suffer if a lost, stolen or destroyed Note is replaced.

         8.4. Severability; Binding Effect. Any provision of this Note which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Note or affecting the validity or unenforceability of any of the terms and
provisions of this Note in any other jurisdiction. This Note shall be binding
upon and inure to the benefit of the parties hereto and their successors and
permitted assigns. Neither this Note nor any rights or obligations hereunder may
be assigned by Company or the Holder.

         8.5. Governing Law. This Note 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 and interpreted according to the internal laws of the State of
Florida, without giving effect to the principles of conflicts of laws thereof.
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITTING IN PALM BEACH COUNTY, FLORIDA IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE OR THE PURCHASE AGREEMENT, AS WELL AS TO
THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS.

         8.6. Amendment. Amendments and modifications to this Note may be made
only in the manner provided in Section 6.5 of the Purchase Agreement.

<PAGE>

         8.7. Section Headings. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Note.

                            [SIGNATURE PAGE FOLLOWS.]











<PAGE>

         IN WITNESS WHEREOF, this Note has been executed and delivered as of the
date specified above.


                            ONCURE TECHNOLOGIES CORP.



                           By: /s/ Jeffrey A. Goffman
                               -----------------------
                               Name:  Jeffrey A. Goffman
                               Title: President and Chief Executive Officer