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file002.txt

SHARE EXCHANGE AGREEMENT











                            SHARE EXCHANGE AGREEMENT



         THIS SHARE EXCHANGE AGREEMENT (the "AGREEMENT") is entered into

effective as of the 7th day of September 2001 (the "Effective Date"), by and

between ONCURE TECHNOLOGIES CORP., a Florida corporation ("OnCure"), and DVI

FINANCIAL SERVICES INC., a Delaware corporation ("DVI").



                                    RECITALS



         WHEREAS, DVI is the beneficial owner of 448,575 shares of common stock,

$0.001 par value per share, of OnCure (the "Common Stock"), 1,000 shares of the

Series B Cumulative Accelerating Redeemable Preferred Stock, $0.001 par value

per share, of OnCure (the "Series B Preferred Stock") and 1,000 shares of the

Series C Cumulative Accelerating Redeemable Preferred Stock, $0.001 par value

per share, of OnCure (the "Series C Preferred Stock");



         WHEREAS, the Board of Directors of OnCure and DVI believe that it is in

the best interests of each company and their respective stockholders to

consummate the transaction provided for herein, pursuant to which DVI will

exchange (the "Exchange") all of its Series B Preferred Stock, together with all

accrued and unpaid dividends on the Series B Preferred Stock as of the date

hereof, for an aggregate of 1,337,738 shares of common stock (the "Converted

Series B Common Stock");



         WHEREAS, as a condition to the Exchange, OnCure will use all

commercially reasonable efforts to provide for the registration of the shares of

Common Stock owned by DVI on the registration statement filed with the

Securities and Exchange Commission (the "SEC") on Form SB-2, SEC File No.

333-60754 (the "Registration Statement").



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the covenants, representations and

warranties set forth herein, and for other good and valuable consideration the

receipt and sufficiency of which is hereby acknowledged, the parties agree as

follows:



                                   ARTICLE I



                                  THE EXCHANGE



         1.1 EXCHANGE CONSIDERATION. DVI shall deliver to OnCure stock

certificates representing 1,000 shares of the Series B Preferred Stock

(constituting all of the issued and outstanding shares of the Series B Preferred

Stock), duly endorsed for transfer or accompanied by duly executed stock powers,

free and clear of all Encumbrances (as defined below) upon delivery by OnCure of

certificates representing 1,337,738 shares of Common Stock issued in the name

DVI. 1,190,476 shares of common stock (of the 1,337,738 shares of common stock

being issued hereunder) are being issued in exchange for the Series B Preferred

Stock, which has a liquidation preference of 2.5 million, and 147,262 shares of

common stock are being issued as payment for all accrued and unpaid dividends on

the Series B Preferred Stock as of the date hereof.









                                   ARTICLE II



                      REPRESENTATIONS AND WARRANTIES OF DVI



         DVI represents and warrants to OnCure as follows:



         2.1 TITLE. DVI owns beneficially and of record, free and clear of any

Encumbrance the shares of Series B Preferred Stock. As used in this Agreement,

"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.



         2.2 AUTHORITY. DVI has the corporate power and authority to execute and

deliver this Agreement and to perform its obligations hereunder and to

consummate the transactions contemplated hereby, including to own, hold, sell

and transfer the Series B Preferred Stock.



         2.3 ENFORCEABILITY. This Agreement has been duly executed and delivered

by DVI and constitutes the legal, valid and binding agreement and obligation of

DVI enforceable against DVI in accordance with its terms subject to: (i)

judicial principles respecting election of remedies or limiting the availability

of specific performance, injunctive relief, or other equitable remedies; (ii)

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or

hereafter in effect generally relating to or affecting creditors' rights; and

(iii) public policy concerns (including, without limitation, the ability of a

court to refuse to enforce unconscionable covenants, indemnification provisions

or similar provisions).



         2.4 NO VIOLATION. The execution and the delivery by DVI of this

Agreement does not and will not (i) conflict with or result in a breach of the

terms, conditions or provisions of, (ii) constitute a default under, (iii)

result in a violation of, or (iv) require any notice, filing, authorization,

consent or approval not heretofore obtained pursuant to, any binding written or

oral agreement or instrument including, without limitation, any charter, bylaw,

trust instrument, indenture or evidence of indebtedness, lease, contract or

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