<PAGE>

                AGREEMENT BETWEEN U.S. ONCURE TECHNOLOGIES CORP.
                         AND AKIVA MERCHANT GROUP, INC.

         THIS AGREEMENT made this 28 day of June, 2001 by and between Akiva
Merchant Group, Inc., a Delaware corporation (hereinafter referred to as Akiva)
and OnCure Technologies Corp., formerly U.S. CancerCare, Inc., a Florida
corporation with its principal place of business at 700 Ygnacio Valley Road,
Walnut Creek, California 94596 (hereinafter OnCure) both hereinafter
collectively referred to as the Parties).

         WHEREAS, Akiva previously was the holder of a Promissory Note in the
original principal amount of $400,000.00, the Maker of which was OnCure (the
Note), and the holder of 80,000 warrants to buy common stock at 2.00 per share.
WHEREAS, OnCure and Akiva entered into an Agreement dated August 9, 2000, which
in part granted to Akiva the irrevocable right to convert the Note to 200,000
shares of Common Stock ($.01 par value) of OnCure (Common Stock) at any time
prior to May 1, 2001 upon delivery to OnCure of the Note; and

         WHEREAS, the Agreement further provided that in the event the 200,000
shares of Common Stock of OnCure were not registered with the Securities
Exchange Commission (Commission) and freely tradeable without restriction on or
before May 1, 2001, OnCure (or its Successor and/or Assigns) would purchase the
Common Stock from Akiva at a purchase price of $2.00 per share plus Ten (10%)
percent interest on the initial principal amount of the Note of $400,000.00 from
date of conversion; and

         WHEREAS, Akiva has delivered the Note to OnCure and has converted the
Note to Common Stock effective December 30, 2000 (Conversion Date); and

         WHEREAS, as part of the original promissory note agreement, OnCure
granted to Akiva a warrant to acquire 80,000 shares of Common Stock at $2.00 per
share; and

         WHEREAS, OnCure is agreeable to reducing the warrant exercise price of
$.01 per share for extension of the Put Right as more specifically set forth
herein; and

         WHEREAS, Akiva is agreeable to exercising its warrant to acquire 80,000
shares at $.01 per share using accrued interest owed on the Note as
consideration for this exercise.

         WHEREAS, OnCure agrees to purchase 30,000 shares from Akiva for $2.00
plus accrued interest on the purchase price from December 30, 2000.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein as well as other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:

         1. RECITALS. The Parties hereby agree the above referenced recitals are
true and correct and are incorporated herein.

                                     Page 1
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         2. RIGHT TO PUT. Commencing December 1, 2001 and continuing to June 1,
2002, Akiva shall have the right to demand OnCure (or its Successors and/or
Assigns) to purchase 170,000 shares of Common Stock (which such shares converted
into Common Stock when Akiva converted its Note) from it at a purchase price
equal to $2.00 per share plus interest at 10% percent per annum as set forth
herein. The interest shall accrue from December 30, 2000.

         2.1 Akiva shall retain the right for a period of six (6) months, from
December 1, 2001 through and including June 1, 2002 to sell the Common Stock to
OnCure (its Successors, representatives and/or Assigns) for a purchase price of
$2.00 per share plus 10% percent interest on the sum of $400,000.00 from
December 30, 2000, however, interest shall be computed on the principal amount
of $340,000.00 as set forth in paragraph 3.5 (the "Put Right"). The Put Right
shall expire on mid-night of June 1, 2002.\

         2.2 OnCure agrees that the Put Right of Akiva is absolute and that
OnCure has no claim, defense, or off-set that or will in any way impeded,
restrict, or prohibit Akiva from exercising the Put Right in accordance with
this Agreement.

         2.3 In the event that Akiva desires to exercise its Put Right as set
forth in Section 2, it shall provide OnCure with written notice of its intent.

         2.4 OnCure shall remit payment by certified funds, bank check or wire
transfer and payment shall be received by Akiva no later than five (5) days from
Akiva's written notice to exercise its Put Right.

         2.5 In the event that Akiva transfers, sells, assigns, hypothecates,
pledges or otherwise disposes of the aforesaid Common Stock, the Put Right shall
terminate.

         2.6 Akiva agrees that in the event it exercises its right to put the
Common Stock to OnCure all certificate(s) surrendered herein will be properly
endorsed and otherwise in proper form for transfer.

         2.7 In the event that any of the Common Stock Certificates are lost,
stolen or destroyed, OnCure's transfer agent or share register will, issue in
exchange for such loss, stolen or destroyed certificates, upon the making of an
Affidavit of that fact by Akiva replacement certificate(s).

         2.8 The Parties hereto agree that the exercise price of the warrant to
acquire 80,000 shares that is the subject of this Agreement and which is being
exercised pursuant to this Agreement shall be reduced from $2.00 per share to
$.01 per share.

         2.9 OnCure agrees that 170,000 shares of Common Stock that are
remaining have been included in SB-2 Registration Statement that has been filed,
but not declared effective by the Commission. OnCure agrees that it will not
take any action or omit to act when required to do so that would cause these
shares to be removed from the registration statement.

                                     Page 2
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         3. EXERCISE OF WARRANT, PUT AND CONVEYANCE OF STOCK. Akiva hereby
exercises its warrant to acquire 80,000 shares of Common Stock of OnCure at $.01
per share and hereby pays to OnCure the sum of $800.00 as and in for
consideration for the exercise of said warrant, said sums to be deducted from
the interest accrued and owing to Akiva in the amount of $19,066.92 through June
22, 2001. Akiva acknowledges that it will be receiving "restricted securities"
as defined by Rule 144 of the Securities Act of 1933, as amended.

         3.1 The Parties hereby stipulate and agree that the interest owed to
Akiva at the rate of ten (10%) percent per annum through June 22, 2001 is
$18,266.92, after deduction for payment of the consideration for the exercise of
80,000 warrants, which consideration is accepted by OnCure.

         3.2 Akiva hereby exercises its right to Put to OnCure 30,000 shares at
$2.00 per share plus interest for a total of $61,430.13 that OnCure agrees to
pay upon execution of this Agreement.

         3.3 Akiva agrees to deliver to OnCure properly endorsed 30,000 shares
of OnCure Common Stock upon execution of this Agreement and, if necessary,
appropriate transfer instructions.

         3.4 The Parties agree that the interest accrued and owing to Akiva
after the additional deduction for this payment shall be $16,836.79 as of June
22, 2001.

         3.5 The Parties further recognize and agree that interest will continue
to accrue from June 15, 2001 pursuant to this Agreement on the principal balance
of $340,000.00 at ten (10%) percent per annum.

         3.6 OnCure further will convey to Akiva its 2.5 million shares of Best
Rate International or its entire stake in Aro/Bestrate International, a
privately held company, and shall deliver said shares, properly endorsed to
effectuate the transfer. OnCure makes no representations or warranties with
respect to these shares and they are being delivered "as is," however, OnCure
represents, to the best of its knowledge, that from the date that it acquired
said shares of stock, that there has been no lien, claim or encumbrance against
said shares, or interest in Aro/Bestrate International.

         3.7 OnCure agrees that the 80,000 shares of Common Stock have been
included in an SB-2 Registration Statement that has been filed, but not declared
effective by the Commission. OnCure agrees that it will not take any action or
omit to act when required to do so that would cause these shares to be removed
from the registration statement.

         4. DEFAULT. In the event that OnCure fails to pay to Akiva upon proper
exercise by Akiva its right to Put the Common Stock, it shall pay interest at
the highest legal rate permitted by law, said interest to be in addition to any
other sums due and owing to Akiva herein.

                                     Page 3
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         5. COUNTERPARTS AND FACSIMILE EXECUTION. This Agreement may be executed
in any number of counterparts. All executed counterparts will constitute one
Agreement notwithstanding that all signators are not signatories to the original
or the same counterpart. Execution by exchange of facsimile transmissions will
be deemed legally sufficient and bind the signatory; however, the Parties will,
for aesthetic purposes prepare a fully executed original version of this
Agreement.

         6. REMEDIES. No delay or omission on the part of any Party in
exercising any right or remedy, will operate as a waiver of said right or
remedy.

         7. SURVIVAL OF CONDITIONS. Representations and Warranties. The several
representations, warranties and covenants of the Parties contained herein will
survive execution hereof.

         8. SEVERABILITY. Whenever legally possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality, or unenforceability will not affect
any other provision, but this Agreement will be interpreted, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.

         9. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the Parties with respect to the subject matter of this Agreement. There are
no restrictions, agreements, promises, warranties, covenants or undertakings
other than those expressly set forth herein. This Agreement supercedes all prior
agreements and understandings between the Parties with respect to the subject
matter.

         10. AMENDMENTS AND EXTENSIONS. This Agreement may not be amended,
extended or terminated orally, and no attempt to change, terminate or waive any
of the provisions hereof will be binding unless in writing and signed by the
Party against whom the amendment, change, termination or waiver is sought to be
enforced.

         11. NEGOTIATED TRANSACTION. The provisions of this Agreement were
negotiated by the Parties hereto and this Agreement will be deemed to have been
drafted by all of the Parties, and this Agreement will not be interpreted more
or less favorably in favor of or against a Party based on its authorship.

         12. GOVERNING LAWS AND VENUE. The Parties hereby submit that in the
event that it is necessary to enforce, construe or interpret this Agreement or
any provision contained in this Agreement, that said action shall be brought by
either Party in the appropriate court having jurisdiction in Palm Beach County,
Florida. Each party hereby waives any claim that venue is inconvenient, and
specifically stipulates that the appropriate court in Palm Beach County having
jurisdiction over the enforcement, construction or interpretation of this
Agreement, shall be in the appropriate court and appropriate venue for such
purpose.

                                     Page 4
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         The Parties hereby agree not to institute any action or legal
proceeding arising out or relating to this Agreement in any other court or
tribunal except the appropriate court having jurisdiction in Palm Beach County,
Florida.

         13. CONSTRUCTION OF AGREEMENT. The Parties hereby agree that this
Agreement, however, will be construed, interpreted and enforced in accordance
with, and governed by the laws of the State of Florida.

         14. ATTORNEYS FEES AND COSTS. In the event that it is necessary for
either Party to enforce this Agreement, said Party, in the event that it
prevails, shall be entitled to receive from the non-prevailing party, all fees
and costs incurred, which shall be deemed to include but not be limited to,
filing fees, service of process, mediator fees, attorneys' fees, expert fees,
court expenses or any other necessary and/or reasonable costs incurred in
pursuing enforcement of this Agreement.

         15. NOTICES. Any notice to be given under this Agreement may be given
either personally or by mail, facsimile or overnight courier. 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:

As to OnCure:            Attention:  Jeffrey A. Goffman
                         OnCure Technologies Corp.
                         700 Ygnacio Valley Road, Suite 300
                         Walnut Creek, California 94696

As to Akiva:             Mr. Elliott Loewenstern
                         3350 N.W. Boca Raton Boulevard,Suite 38B
                         Boca Raton, FL 33431
                         (561) 395-8980 (fax)
                         ocrest1@aol.com (e-mail)

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

                                     Page 5
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         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed effective as of the last date set forth below.

                                    Akiva Merchant Group, Inc.,
                                    a Delaware Corporation


                                    By:    /s/ Elliot A. Loewenstern
                                           -------------------------
                                           Elliott A. Loewenstern
------------------------------
                                    Title: President
                                    Date:  June 28, 2001
------------------------------



                                    OnCure Technologies Corp.,
                                    a Florida corporation, formerly
                                    U.S. CancerCare, Inc.

                                    By:    /s/ Jeffrey Goffman
                                           -------------------
                                    Name:  Jeffrey Goffman
                                    Title: CEO
                                    Date:  June 28, 2001
------------------------------


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