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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



$1,000,000



                                                                    May 15, 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 ONE MILLION DOLLARS ($1,000,000) 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 May 15, 2002 (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.





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     2.2. Default Rate of Interest. Notwithstanding the foregoing provisions of

this Section 2, but subject to applicable law, any overdue principal of and

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