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                      AMENDMENT TO AGREEMENT BETWEEN ONCURE
                TECHNOLOGIES CORP. AND AKIVA MERCHANT GROUP, INC.

         THIS AMENDMENT (this "Amendment"), dated this 28 day of December, 2001
(the "Effective Date"), by and between AKIVA MERCHANT GROUP, INC., a Delaware
corporation ("Akiva"), and ONCURE TECHNOLOGIES CORP., a Florida corporation
("OnCure), amends the agreement titled Agreement Between U.S. OnCure
Technologies Corp. and Akiva Merchant Group, Inc., 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, Akiva is the beneficial owner of 250,000 shares of common
stock, $0.001 par value per share, of OnCure (the "Common Stock");

         WHEREAS, pursuant to the terms of the Agreement, Akiva has the right to
require OnCure to purchase an aggregate of 170,000 shares of Common Stock owned
by Akiva at a purchase price equal to $2.00 per share (the "Put Right");

         WHEREAS, Akiva has agreed to forbear from exercising its Put Right with
respect to one half of the shares of Common Stock subject thereto (or 85,000
shares);

         WHEREAS, pursuant to the terms of the Agreement, Akiva is entitled to
receive interest payments on the value of the Put Right (i.e., $340,000) at a
per annum rate equal to ten percent (10%); and

         WHEREAS, Akiva 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) Exercise. On the Effective Date, Akiva shall deliver stock
certificates representing 85,000 shares of Common Stock, duly endorsed for
transfer or accompanied by duly executed stock powers, free and clear of all
Encumbrances (as defined below), to OnCure upon delivery by OnCure of an amount
in cash equal to $170,000, payable by certified funds, bank check or wire
transfer. In the event that the stock certificates delivered by Akiva represent
an amount of Common Stock in excess of 85,000 shares of Common Stock, OnCure
shall issue new stock certificates to Akiva in an amount equal to such excess
shares. As used in this Amendment, "Encumbrance" shall mean any

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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.

         (2) Future Exercise. Akiva shall have the right to require OnCure to
purchase the remaining 85,000 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").

    ---------------------------------------------------------------------------

    DATE                  AMOUNT OF SHARES TO BE PURCHASED     MONTHLY PAYMENT
    ---------------------------------------------------------------------------
    January 15, 2002                   7,084                       $14,168
    ---------------------------------------------------------------------------
    February 15, 2002                  7,084                       $14,168
    ---------------------------------------------------------------------------
    March 15, 2002                     7,084                       $14,168
    ---------------------------------------------------------------------------
    April 15, 2002                     7,084                       $14,168
    ---------------------------------------------------------------------------
    May 15, 2002                       7,084                       $14,168
    ---------------------------------------------------------------------------
    June 15, 2002                      7,084                       $14,168
    ---------------------------------------------------------------------------
    July 15, 2002                      7,084                       $14,168
    ---------------------------------------------------------------------------
    August 15, 2002                    7,084                       $14,168
    ---------------------------------------------------------------------------
    September 15, 2002                 7,084                       $14,168
    ---------------------------------------------------------------------------
    October 15, 2002                   7,084                       $14,168
    ---------------------------------------------------------------------------
    November 15, 2002                  7,084                       $14,168
    ---------------------------------------------------------------------------
    December 15, 2002                  7,076                       $14,152
    ---------------------------------------------------------------------------

         (3) Procedure for receiving the Monthly Payment. OnCure shall remit the
Monthly Payment to Akiva 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 Akiva of its intent to exercise its Put Right for that
month; and (ii) Akiva 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. Notice shall be deemed given by Akiva 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

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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.

         (4) Forbearance. Akiva, 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 period. In the event that Akiva
chooses not to exercise its Put Right in any month, Akiva 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) On the Effective Date, OnCure shall pay an amount in cash equal to
$34,442.14, payable by certified funds, bank check or wire transfer, for all
accrued and unpaid interest owed by OnCure to Akiva as of the Effective Date,
including without limitation, all interest payments owed to Akiva pursuant to
the Agreement.

         (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 Akiva 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) Akiva 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, Akiva's right to receive any payment
required to be made hereunder shall terminate on June 1, 2003 (the "Termination
Date").

SECTION 1.5 Miscellaneous.

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        (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 Akiva without
regard to its conflicts of law principles.

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


AKIVA MERCHANT GROUP, 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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