<PAGE>

                                                               EXHIBIT 4.1


                            ONCURE TECHNOLOGIES CORP.


                             2001 STOCK OPTION PLAN
               ..................................................


SECTION 1.  Purpose of the Plan
            -------------------

                  The purpose of the OnCure Technologies Corp.'s 2001 Stock
Option Plan (the "Plan") is to further the interests of OnCure Technologies
Corp. (the "Company"), its Subsidiaries (as defined herein) and its stockholders
by providing long-term incentives to those employees, officers, directors and
consultants of the Company (collectively referred to as "Eligible Persons") and
its Subsidiaries who are largely responsible for the management, growth and
protection of the business of the Company and its Subsidiaries, and to retain
and reward Eligible Persons of the Company and its Subsidiaries, and strengthen
the mutuality of interests between such Eligible Persons and the Company's
stockholders by granting them options to acquire the common stock, $0.001 par
value, of the Company ("Common Stock"). The Plan provides that the Company may
grant Incentive Stock Options, Non-Qualified Stock Options, and Stock
Appreciation Rights (all as defined herein).



SECTION 2.  Definitions
            -----------


                  For the purposes of the Plan, the following terms shall be
defined as set forth below:


                  (a)     "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 under the Exchange Act) by any
                          person or entity or any group of persons or entities
                          who constitute a group (within the meaning of Section
                          13(d)(3) of the Exchange Act), other than a trustee or
                          other fiduciary holding securities under an employee
                          benefit plan of the Company or a Subsidiary, of any
                          securities of the Company such that, as a result of
                          such acquisition, such person, entity or group
                          beneficially owns (within the meaning of Rule l3d-3
                          under the Exchange Act), directly or indirectly, more
                          than 40% of the Company's outstanding voting
                          securities entitled to vote on a regular basis for a
                          majority of the members of the Board of Directors of
                          the Company; (ii) a change in the composition of the
                          Board of Directors of the Company such that a majority
                          of the members of the Board of Directors of the
                          Company are not Continuing Directors; or (iii) the
                          stockholders of the Company approve a merger or
                          consolidation of the Company with any other
                          corporation, other than a merger or consolidation
                          which would result in the




                                       11


<PAGE>

                          voting securities of the Company outstanding
                          immediately prior thereto continuing to represent
                          (either by remaining outstanding or by being converted
                          into voting securities of the surviving entity) at
                          least 80% of the total voting power represented by the
                          voting securities of the Company or such surviving
                          entity outstanding immediately after such merger or
                          consolidation, or the stockholders of the Company
                          approve a plan of complete liquidation of the Company
                          or an agreement for the sale or disposition by the
                          Company of (in one or more transactions) all or
                          substantially all of the Company's assets.

                  Notwithstanding the foregoing, the preceding events shall not
be deemed to be a Change of Control if, prior to any transaction or transactions
causing such change, a majority of the Continuing Directors shall have voted not
to treat such transaction or transactions as resulting in a Change of Control.


                  (b)     "Code" means the Internal Revenue Code of 1986, as
                          amended from time to time.

                  (c)     "Common Stock" means the common stock, $.001 par
                          value, of the Company.

                  (d)     A "Continuing Director" means, as of any date of
                          determination, any member of the Board of Directors of
                          the Company who (i) was a member of such Board on the
                          effective date of the Plan or (ii) was nominated for
                          election or elected to such Board with the affirmative
                          vote of a majority of the Continuing Directors who
                          were members of such Board at the time of such
                          nomination or election.

                   (e)    "Eligible Persons" means all key employees, officers
                          and directors of, or consultants to, the Company or
                          any Subsidiary of the Company.

                   (f)    "Exchange Act" means the Securities Exchange Act of
                          1934, as amended from time to time.

                   (g)    "Fair Market Value" means, the fair market value of
                          Common Stock determined by such methods or procedures
                          as shall be established from time to time by the
                          Committee in good faith and in accordance with
                          applicable law. Unless otherwise determined by the
                          Committee, the Fair Market Value of Stock shall mean
                          the mean of the high and low sales prices of the
                          Company's Common Stock on the relevant date as
                          reported on the stock exchange or market on which the
                          Common Stock is primarily traded, or if no sale is
                          made on such date, then the Fair Market Value is the
                          weighted average of the mean of the high and low sales
                          prices of the Common Stock on the next preceding day
                          and the next succeeding day on which such sales


                                       12

<PAGE>


                          were made, as reported on the stock exchange or market
                          on which the Common Stock is primarily traded. If the
                          shares are not listed or traded on any national
                          securities exchange, the Fair Market Value shall be
                          the average of the last high closing bid price and the
                          low closing asked price as reported on an inter-dealer
                          quotation system. In the absence of any available
                          public quotations for the Common Stock, the Board of
                          the Company shall determine in good faith the fair
                          value of the Common Stock, which determination shall
                          be set forth in a certificate by the Secretary of the
                          Company.

                   (h)    "Incentive Stock Option" or "ISO" means any Option
                          designated as an "incentive stock option" within the
                          meaning of Section 422 of the Code.

                   (i)    "Non-Qualified Stock Option" or "NSO" means any Option
                          that is not an ISO.

                   (j)    "Option" or "Stock Option" means a right granted to a
                          Participant pursuant to Section 6(b) to purchase
                          Common Stock at a specified price during specified
                          time periods. An Option may be either an ISO or a NSO.

                   (k)    "Option Agreement" shall mean the written agreement,
                          instrument or document evidencing an Option.

                   (l)    "Participant" shall mean any individual receiving
                          Options under the Plan.

                   (m)    "Plan" means this OnCure Technologies Corp. 2001 Stock
                          Option Plan.

                   (n)    "Stock Appreciation Right" or "SAR" means the right
                          pursuant to an award granted under Section 7 below to
                          surrender to the Company all (or a portion) of an
                          Option in exchange for an amount equal to the
                          difference between (i) the Fair Market Value, as of
                          the date such Option (or portion thereof) is
                          surrendered, of the shares of Common Stock covered by
                          such Option (or such portion thereof), subject, where
                          applicable, to the pricing provisions in Section
                          7(b)(ii), and (ii) the aggregate exercise price of
                          such Option (or such portion thereof).

                   (o)    "Subsidiary" shall mean any subsidiary corporation
                          (within the meaning of Section 424(f) of the Code) of
                          the Company.


SECTION 3.  Administration of the Plan
            --------------------------

            The Plan shall be administered by the Board of Directors or, in its
discretion, the Compensation Committee of the Board of Directors of the Company
(such administering body being referred to herein as, the "Committee"), provided
that the Committee satisfies the requirements of Rule 16b-3 under the Exchange
Act. Any action of the Committee in





                                       13


<PAGE>



administering the Plan shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, Eligible Persons, Participants,
persons claiming rights from or through Participants and stockholders of the
Company.


            Subject to the provisions of the Plan, the Committee shall have full
and final authority in its discretion (a) to select those key employees from
among the Eligible Persons who will receive Options pursuant to the Plan
("Participants"); (b) to determine the number of shares of Common Stock for
which an Option will be granted and the terms and conditions of any Option
granted under the Plan (including, but not limited to, restrictions as to
transferability or forfeiture, exercisability or settlement of an Option and
waivers or accelerations thereof, and waivers of, or modifications to,
performance conditions relating to an Option, based in each case on such
considerations as the Committee shall determine) and all other matters to be
determined in connection with an Option; (c) to correct any defect or supply any
omission or reconcile any inconsistency in the Plan, and to adopt, amend and
rescind such rules, regulations, guidelines and practices governing the Plan as
it shall, from time to time, deem advisable; (d) to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any agreements
relating thereto); and (e) to otherwise supervise the administration of the
Plan. The Committee may delegate to officers or managers of the Company or any
Subsidiary, or to unaffiliated service providers, the authority, subject to such
terms as the Committee shall determine, to perform administrative functions and
to perform such other functions as the Committee may determine, to the extent
permitted under Rule 16b-3, Section 162(m) of the Code and applicable law.


SECTION 4.  Eligibility
            -----------

            Participants in the Plan shall be selected by the Committee in its
sole discretion from among the Eligible Persons of the Company and its
Subsidiaries.


SECTION 5.  Plan Limitations; Stock Subject to the Plan
            -------------------------------------------

            Subject to the provisions of Section 9 hereof, the maximum aggregate
number of shares of Common Stock, available for issuance as Options or SARs
under the Plan shall not exceed 3,000,000 shares. The maximum number of shares
of Common Stock which may be granted as Options or SARs to any Participant in
any calendar year shall not exceed 450,000 shares.

            No Option may be granted if the number of shares to which such
Option relates, when added to the number of shares previously issued under the
Plan and the number of shares which may then be acquired pursuant to other
outstanding, unexercised Options, exceeds the number of shares available for
issuance pursuant to the Plan. If any shares subject to an Option are forfeited
or such Option is settled in cash or otherwise terminates for any reason
whatsoever without an actual distribution of shares to the Participant, any
shares counted against the number of shares available for issuance pursuant to
the Plan with respect to such Option shall, to the extent of any such
forfeiture, settlement, or termination, again be available for Options under the
Plan; provided, however, that the Committee may adopt procedures for the
counting of shares relating to any Option to ensure appropriate counting, avoid
double counting, and provide for



                                       14



<PAGE>




adjustments in any case in which the number of shares actually distributed
differs from the number of shares previously counted in connection with such
Option.


SECTION 6.  Option Terms and Conditions
            ---------------------------

            (a) General. Options may be granted on the terms and conditions set
forth in this Section 6. Each Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve. In addition, the
Committee may impose on any Option or the exercise thereof, at the date of grant
or thereafter (subject to Section 9), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall determine,
including terms requiring forfeiture of Options in the event of termination of
employment by the Participant; provided, however, that the Committee shall
retain full power to accelerate or waive any such additional term or condition
as it may have previously imposed. All Options shall be evidenced by an Option
Agreement and Notice of Stock Option Grant.

            (b) Options. Options granted to Participants under the Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable:

                (i) Exercise Price. The exercise price of each Option shall be
determined by the Committee at the time the Option is granted, provided,
however, that the exercise price of an ISO may not be less than the Fair Market
Value of the Company's Common Stock on the date of grant (110% of such Fair
Market Value in the case of a grant of an ISO to a 10% stockholder of the
Company).

                (ii) Term of Options. The term of each Option shall, except as
provided herein, be for such period as may be determined by the Committee and
shall be indicated on the Optionee's Notice of Stock Option Grant, attached as
Schedule A to the Optionee's Stock Option Agreement; provided, however, that in
no event shall the term of any ISO exceed a period of ten (10) years from the
date of its grant (five years in the case of an award of an ISO to a 10%
stockholder of the Company) or such shorter period as may be applicable under
Section 422 of the Code.

                (iii) Exercisability; Time and Method of Exercise. The Committee
shall determine the time or times at which an Option may be exercised in whole
or in part, whether the exercise price shall be paid in cash or by the surrender
at Fair Market Value of Common Stock, or by any combination of cash and shares
of Common Stock, including, without limitation, cash, Common Stock, other
Options, or other property (including notes or other contractual obligations of
Participants to make payment on a deferred basis, such as through "cashless
exercise" arrangements, to the extent permitted by applicable law), and the
methods by which Common Stock will be delivered or deemed to be delivered to
Participants.

            No shares of Common Stock shall be issued until full payment
therefor has been made. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate



                                       15





<PAGE>


evidencing such Common Stock, and compliance with the applicable requirements,
if any, of Section 13(a), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to such Option.

                (iv) Incentive Stock Options. Options intended to be ISOs shall
be granted only to Participants who are key employees of the Company or any
Subsidiary of the Company. The terms of any Option granted under the Plan as an
ISO shall comply in all respects with the provisions of Section 422 of the Code,
including, but not limited to, the requirement that no ISO shall be granted more
than ten (10) years after the effective date of the Plan.

                Anything in the Plan to the contrary notwithstanding, no term of
this Plan relating to ISOs shall be interpreted, amended or altered, nor shall
any discretion or authority under the Plan be so exercised, so as to disqualify
the Plan under Section 422 of the Code, or without the consent of the
Participant(s) affected, to disqualify any ISO under Section 422.

                (v) Non-Qualified Stock Options. NSOs may be granted to the
Company's or any Subsidiary of the Company's employees, officers, directors,
consultants and advisors.


SECTION 7.  Stock Appreciation Rights.
            -------------------------

            (a) Grant and Exercise. SARs may be granted in conjunction with all
or part of any Option granted under the Plan. In the case of a NSO, such rights
may be granted either at or after the time of the grant of such Option. In the
case of an ISO, such rights may be granted only at the time of the grant of such
Option.

            A SAR or applicable portion thereof granted with respect to a given
Option shall terminate and no longer be exercisable upon the termination or
exercise of the related Option, subject to such provisions as the Committee may
specify at grant where a SAR is granted with respect to less than the full
number of shares covered by a related Option. A SAR may be exercised by a
Participant, subject to Section 7(b), in accordance with the procedures
established by the Committee for such purpose. Upon such exercise, the
Participant shall be entitled to receive an amount determined in the manner
prescribed in Section 7(b). Options relating to exercised SARs shall no longer
be exercisable to the extent that the related SARs have been exercised.

            (b) Terms and Conditions. SARs shall be subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Committee, including the following:

                (i) SARs shall be exercisable only at such time or times and to
the extent that Options to which they relate shall be exercisable in accordance
with the provisions of Section 6, 8, 9 and this Section 7 of the Plan; provided,
however, that any SAR granted to a Participant subject to Section 16(b) of the
Exchange Act subsequent to the grant of the related Option, and the exercise of
any SARs held by Participants who are subject to Section 16(b) of



                                       16


<PAGE>




the Exchange Act, shall comply with Rule 16b-3 promulgated thereunder, to the
extent applicable.

                (ii) Upon the exercise of a SAR, a Participant shall be entitled
to receive an amount in cash and/or shares of Stock equal in value to the excess
of the Fair Market Value of one share of Stock over the option price per share
specified in the related Stock Option multiplied by the number of shares in
respect of which the SAR shall have been exercised, with the Committee having
the right to determine the form of payment. When payment is to be made in shares
of Stock, the number of shares to be paid shall be calculated on the basis of
the average of the last reported closing bid and asked prices on the New York
Stock Exchange, or, if the Stock is not listed or admitted to trading on such
exchange, the last reported sales price, or in case no such reported sales price
is quoted on such day, the average of the last reported closing bid and asked
prices on the principal national securities exchange (including, for purposes
hereof, the National Association of Securities Dealers, Inc. National Market) on
which the Stock is listed or admitted to trading, or, if it is not listed or
admitted to trading on any national securities exchange, the average of the last
high closing bid price and the low closing asked price as reported on an
inter-dealer quotation system during the applicable period referred to in Rule
16b-3 (e) promulgated under the Exchange Act. In the absence of any available
public quotations for the Common Stock, the Board shall determine in good faith
the fair value of the Common Stock during the applicable period referred to in
Rule 16b-3 (e) promulgated under the Exchange Act, which determination shall be
set forth in a certificate by the Secretary of the Company.

                (iii) SARs shall be transferable only when and to the extent
that the underlying Option would be transferable under Section 10(d) of the
Plan.

                (iv) Upon the exercise of a SAR, the Option or part thereof to
which such SAR is related shall be deemed to have been exercised for the purpose
of the limitation set forth in Section 5 of the Plan on the number of shares of
Common Stock to be issued under the Plan, but only to the extent of the number
of shares issued under the SAR at the time of exercise based on the value of the
SAR at such time.


SECTION 8.  Additional Provisions Applicable to Options
            -------------------------------------------

            (a) Stand-Alone, Additional, Tandem, and Substitute Options. Options
granted under the Plan may, in the discretion of the Committee, be granted
either alone, in addition to, in tandem with, or in substitution for, any other
Option granted under the Plan or any option or other incentive granted under any
other plan of the Company or any Subsidiary, or any business entity acquired by
the Company or any Subsidiary, or any other right of a Participant to receive
payment from the Company or any Subsidiary. If an Option is granted in
substitution for another option, the Committee shall require the surrender of
such other option in consideration for the grant of the new Option. Options
granted in addition to, or in tandem with, other Options may be granted either
as of the same time as, or a different time from, the grant of such other Option
or Options. The per share exercise price of any Option:


                                       17
<PAGE>

                (i) granted in substitution for an outstanding Option shall be
not less than the lesser of (A) the Fair Market Value of a share of Common Stock
at the date such substitute Option is granted or (B) such Fair Market Value at
that date, reduced to reflect the Fair Market Value at that date of the Option
required to be surrendered by the Participant as a condition to receipt of the
substitute Option; or

                (ii) retroactively granted in tandem with an outstanding Option,
shall not be less than the lesser of the Fair Market Value of a share of Common
Stock at the date of grant of the later Option or at the date of grant of the
earlier Option.

            (b) Exchange and Buy Out Provisions. The Committee may at any time
offer to exchange or buy out any previously granted Option for a payment in
cash, Common Stock, other Options (subject to Section 7(a)), or other property
based on such terms and conditions as the Committee shall determine and
communicate to a Participant at the time that such offer is made.

            (c) Performance Conditions. The right of a Participant to exercise
any Option, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee.

            (d) Loan Provisions. With the consent of the Committee, and subject
at all times to laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee, or arrange for a
loan or loans to a Participant with respect to the exercise of any Option or
other payment in connection with any Option, including the payment by a
Participant of any or all federal, state, or local income or other taxes due in
connection with any Option. Subject to such limitations, the Committee shall
have full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms, and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and the conditions, if any, under which
the loan or loans may be forgiven.

            (e) Change of Control. Subject to the terms hereof, in the event of
a Change of Control of the Company, all Options granted under the Plan that are
still outstanding and not yet vested or exercisable shall become immediately
100% vested in each Participant, as of the first date that the definition of
Change of Control has been fulfilled, and shall be exercisable for the remaining
duration of the Option. All Options that are exercisable as of the effective
date of the Change of Control will remain exercisable for the remaining duration
of the Option.


SECTION 9.  Adjustments upon Changes in Capitalization; Acceleration in Certain
            Events

            In the event that the Committee shall determine that any stock
dividend, recapitalization, forward split or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or share exchange, or
other similar corporate transaction or event,



                                       18


<PAGE>



affects the Common Stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Participants under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and kind of shares of Common Stock which may thereafter be
issued in connection with Options, (ii) the number and kind of shares of Common
Stock issuable in respect of outstanding Options, (iii) the aggregate number and
kind of shares of Common Stock available under the Plan, and (iv) the exercise
price relating to any Option or, if deemed appropriate, make provision for a
cash payment with respect to any outstanding Option; provided, however, in each
case, that no adjustment shall be made which would cause the Plan to violate
Section 422(b)(1) of the Code with respect to ISOs or would adversely affect the
status of any Option as "performance-based compensation" under Section 162(m) of
the Code.


SECTION 10.  General Provisions
             ------------------

            (a) Changes to the Plan and Options. The Board of Directors of the
Company may amend, alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Options under the Plan without the consent of the
Company's stockholders or Participants, except that any such amendment,
alteration, suspension, discontinuation, or termination shall be subject to the
approval of the Company's stockholders if such stockholder approval is required
under Section 162(m) and/or Section 422 of the Code, or by any other federal or
state law or regulation or the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted, and the
Board may otherwise, in its discretion, determine to submit other such changes
to the Plan to the stockholders for approval; provided, however, that without
the consent of an affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may materially and adversely affect
the rights of such Participant under any Option theretofore granted and any
Option Agreement relating thereto. The Committee may waive any conditions or
rights under, or amend, alter, suspend, discontinue, or terminate, any Option
theretofore granted and any Option Agreement relating thereto; provided,
however, that without the consent of an affected Participant, no such amendment,
alteration, suspension, discontinuation, or termination of any Option may
materially and adversely affect the rights of such Participant under such
Option.

            The foregoing notwithstanding, any performance condition specified
in connection with an Option shall not be deemed a fixed contractual term, but
shall remain subject to adjustment by the Committee, in its discretion at any
time in view of the Committee's assessment of the Company's strategy,
performance of comparable companies, and other circumstances, except to the
extent that any such adjustment to a performance condition would adversely
affect the status of any Option as "performance-based compensation" under
Section 162(m) of the Code.

            (b) Duration of Plan. Unless otherwise terminated in accordance with
Section 10(a) above, the duration of the Plan shall be ten (10) years.

            (c) No Right to Option or Employment. No employee or other person
shall




                                       19


<PAGE>


have any claim or right to receive an Option under the Plan. Neither the Plan
nor any action taken hereunder shall be construed as giving any employee any
right to be retained in the employ of the Company or any Subsidiary.

            (d) Taxes. The Company or any Subsidiary is authorized to withhold
from any payment relating to the exercise of an Option under the Plan, including
from any payroll or other payment to a Participant amounts of withholding and
other taxes due in connection with any transaction involving an Option, and to
take such other action as the Committee may deem advisable to enable the Company
and Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Option. This authority shall include
authority to withhold or receive Common Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations.

            (e) Limits on Transferability; Beneficiaries. No Option or other
right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participants to, any party, other than the Company or any
Subsidiary, or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution, and such Options and rights shall
be exercisable during the lifetime of the Participant only by the Participant or
his or her guardian or legal representative. Notwithstanding the foregoing, the
Committee may, in its discretion, provide that Options (other than an Option
which is an ISO) be transferable, without consideration, to immediate family
members (i.e., children, grandchildren or spouse), to trusts for the benefit of
such immediate family members and to partnerships in which such family members
are the only partners. The Committee may attach to such transferability feature
such terms and conditions as it deems advisable.

            (f) No Rights to Options; No Stockholder Rights. No Participant
shall have any claim to be granted any Option under the Plan, and there is no
obligation for uniformity of treatment of Participants. No Option shall confer
on any Participant any of the rights of a stockholder of the Company unless and
until Common Stock is duly issued or transferred to the Participant in
accordance with the terms of the Option.

            (g) Discretion. In exercising, or declining to exercise, any grant
of authority or discretion hereunder, the Committee may consider or ignore such
factors or circumstances and may accord such weight to such factors and
circumstances as the Committee alone and in its sole judgment deems appropriate
and without regard to the affect such exercise, or declining to exercise such
grant of authority or discretion, would have upon the affected Participant, any
other Participant, any employee, the Company, any Subsidiary, any stockholder or
any other person.

            (h) Effective Date. The Plan is effective as of December 5, 2000.



                                       20