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file004.txt

CONVERTIBLE PROMISSORY NOTE











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.







         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

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