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                      AMENDMENT TO AGREEMENT BETWEEN ONCURE
                    TECHNOLOGIES CORP. AND CRC PARTNERS, LTD.

         THIS AMENDMENT (this "Amendment"), dated this 28 day of December, 2001
(the "Effective Date"), by and between CRC PARTNERS, LTD., a Delaware [limited
partnership] ("CRC"), and ONCURE TECHNOLOGIES CORP., a Florida corporation
("OnCure), amends the agreement titled Agreement Between U.S. OnCure
Technologies Corp. and CRC Partners, Ltd., dated as of June 28, 2001, between
the parties hereto (the "Agreement"). As used in this Amendment, unless
otherwise defined herein, terms defined in the Agreement shall have the meaning
set forth therein when used herein.

                              W I T N E S S E T H:

         WHEREAS, CRC is the beneficial owner of 210,000 shares of common stock,
$0.001 par value per share, of OnCure (the "Common Stock");

         WHEREAS, pursuant to the terms of the Agreement, CRC has the right to
require OnCure to purchase an aggregate of 150,000 shares of Common Stock owned
by CRC at a purchase price equal to $2.00 per share (the "Put Right");

         WHEREAS, pursuant to the terms of the Agreement, CRC is entitled to
receive interest payments on the value of the Put Right (i.e., $300,000) at a
per annum rate equal to ten percent (10%);

         WHEREAS, CRC has agreed to forbear from exercising its Put Right; and

         WHEREAS, CRC and OnCure desire to amend the Agreement as set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.1 Put Right.

         (1) CRC shall have the right to require OnCure to purchase the
remaining 150,000 shares of Common Stock underlying the Put Right, at a purchase
price equal to $2.00 per share, in accordance with the schedule set forth below
(the "Monthly Payment").

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   DATE                 AMOUNT OF SHARES TO BE PURCHASED     MONTHLY PAYMENT
   ----                 --------------------------------     ---------------
   --------------------------------------------------------------------------
   January 15, 2002                  12,500                      $25,000
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   February 15, 2002                 12,500                      $25,000
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   March 15, 2002                    12,500                      $25,000
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   April 15, 2002                    12,500                      $25,000
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   May 15, 2002                      12,500                      $25,000
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   June 15, 2002                     12,500                      $25,000
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   July 15, 2002                     12,500                      $25,000
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   August 15, 2002                   12,500                      $25,000
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   September 15, 2002                12,500                      $25,000
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   October 15, 2002                  12,500                      $25,000
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   November 15, 2002                 12,500                      $25,000
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   December 15, 2002                 12,500                      $25,000
   --------------------------------------------------------------------------

         (2) Procedure for receiving the Monthly Payment. OnCure shall remit the
Monthly Payment to CRC on the fifteenth (15th) day of each month, but if such
day is not a Business Day (as defined in Section 1.02 (b), below), then on the
next succeeding Business Day to occur after such date, provided that: (i) OnCure
receives notice from CRC of its intent to exercise its Put Right for that month;
and (ii) CRC delivers stock certificates to OnCure which represent the amount
shares of Common Stock to be acquired and which are duly endorsed for transfer
or accompanied by duly executed stock powers, free and clear of all
Encumbrances. As used in this Amendment, "Encumbrance" shall mean any claim,
lien, pledge, option, charge, easement, security interest, deed of trust,
mortgage, encumbrance or other right of third parties, whether voluntarily
incurred or arising by operation of law. Notice shall be deemed given by CRC
under this Amendment when it is received by OnCure either personally or by mail,
facsimile or overnight courier on or before the tenth (10th) day of the month.
If mailed, notice shall be deemed to be effective three (3) days after deposited
in registered or certified mail with postage thereon prepaid addressed when
mailed to OnCure at:

                  OnCure Technologies Corp.
                  7450 East River Road, Suite 3
                  Oakdale, CA 95361
                  Attn: Jeffrey A. Goffman
                  Fax: (209) 848-5730

If given in any other manner, such notice shall be deemed to be effective (a)
when given personally, (b) when given by facsimile (if followed by a copy
delivered by registered or certified mail) or (c) one (1) day after given to a
recognized national overnight courier to be delivered.

         (3) Forbearance. CRC, in its sole and absolute discretion, shall have
the right to forbear from exercising its Put Right, and receiving the
corresponding Monthly Payment, in any monthly

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period. In the event that CRC chooses not to exercise its Put Right in any
month, CRC shall have the right to require OnCure to purchase such shares of
Common Stock in any subsequent monthly period up and until the Termination Date.

SECTION 1.2 Interest Payments.

         (1) OnCure shall pay accumulated interest owed through the Effective
Date, in the amount of $29,235.21, in twelve (12) equal monthly payments of
$2,436.26. Such interest payments shall be paid by certified funds, bank check
or wire transfer on the 15th day of each month, commencing on January 15, 2002
and ending on December 15, 2002, and shall be due even if CRC chooses to forbear
from exercising its Put Right, and receiving the corresponding Monthly Payment,
in any monthly period.

         (2) For the period commencing on the Effective Date and continuing
through the Termination Date (as defined in Section 1.04, below), OnCure shall
pay interest ("Interest") on the Value (as defined below) at a per annum rate
equal to ten percent (10%). Interest on the Value shall accrue from the
Effective Date until the Termination Date and shall be computed on the basis of
a 360-day year comprised of twelve 30-day months. Interest shall be paid on the
first day of each month; provided that, if any such day shall not be a Business
Day (as defined below), Interest shall be payable on the next succeeding
Business Day to occur after such date, beginning on January 1, 2002. Interest
shall be payable in cash by certified funds, bank check or wire transfer. As
used in this Amendment, "Value" shall mean the number shares of Common Stock
that CRC has the right to require OnCure to purchase multiplied by $2.00 and
"Business Day" shall mean any day other than a Saturday, Sunday or other day on
which commercial banks in the State of New York are authorized or required by
law or executive order to close.

SECTION 1.3 Event of Default.

         (1) CRC may terminate this Amendment and accelerate all of the payments
required to be made hereunder, upon the occurrence of the following event
("Event of Default"):

         (i) Any failure by OnCure to make any Monthly Payment required to be
    made hereunder, on or before the date on which such payment is required to
    be made, provided that such failure continues unremedied for a period of ten
    (10) days.

SECTION 1.4 Termination.

         Except in the Event of Default, CRC's right to receive any payment
required to be made hereunder shall terminate on June 1, 2003 (the "Termination
Date").

SECTION 1.5 Miscellaneous.

         (1) This Amendment shall be interpreted and enforced in accordance with
the laws of the State of Florida or New York at the option of CRC without regard
to its conflicts of law principles.

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         (2) This Amendment may be executed in one or more counterparts and by
one or more parties to any counterpart, each of which shall be deemed an
original and all of which together shall constitute one and the same agreement.
A signed counterpart provided by way of facsimile shall be binding upon the
parties hereto as an original signed counterpart.

         (3) In the Event of Default, CRC, at its option, shall have the right
to enforce this Agreement in Florida as set forth in paragraph 12 of the
Agreement or obtain a confession of judgment in New York to which OnCure
consents in accordance with the application of New York law.

         (4) The Agreement has not been amended except as expressly set forth
herein, and the Agreement shall remain in full force and effect as constituted
as of the date hereof.

         WITNESS WHEREOF, CRC and OnCure have caused this Amendment to be
executed, all as of the day and year first above written.


CRC PARTNERS, LTD., INC.               ONCURE TECHNOLOGIES CORP.



By: /s/ Elliot A. Loewenstern          By: /s/ Jeffrey A. Goffman
    -------------------------              ----------------------
    Name:  Elliot A. Loewenstern           Name:  Jeffrey A. Goffman
    Title: Chief Executive Officer         Title: Chief Executive Officer

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