AGREEMENT


        AGREEMENT dated as of the ____ day of August 1997, by and between Burton
Dubbin,  residing at 21394  Marina  Cove Road,  Unit H-11,  North  Miami  Beach,
Florida 33180 ("Dubbin") and Oak Tree Medical Systems,  Inc., having a principal
place of business at 163-03 Horace Harding Expressway,  Flushing, New York 11365
(the "Company").


                                   WITNESSETH:

        WHEREAS, Dubbin serves as an officer of the Company; and

        WHEREAS,  Oak Tree and Dubbin are  parties to a Stock  Option  Agreement
dated as of December 3, 1996 (the "Option Agreement"),  pursuant to which Dubbin
has been granted  options (the "Options") to purchase three hundred seventy five
thousand  (375,000) shares of the Company's common stock (the "Option  Shares");
and

        WHEREAS,  the parties  desire  that  Dubbin  resign as an officer of the
Company and become a consultant to the Company, and that the Option Agreement be
amended, upon the terms and conditions hereinafter set forth.

        NOW,  THEREFORE,  in  consideration of the mutual promises and covenants
herein set forth and for other good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

        1.  Resignation  as Officer.  Dubbin hereby resigns as an officer of the
Company effective upon execution of this Agreement.

        2. Amendments to Option Agreement. The Option Agreement, a copy of which
is annexed hereto as Exhibit A, is hereby amended as follows:

               (a) The last  sentence  of Section  2.1 is hereby  deleted in its
entirety and replaced by the following:  "The number and kind of shares issuable
upon  exercise of the Options and the Exercise  Price shall be adjusted upon the
occurrence  of the  events  and in the  manner  provided  on  Exhibit  B to this
Agreement".

               (b) Section 2.2 of the Option  Agreement is hereby deleted in its
entirety  and  replaced by the  following:  "The  Options  shall vest and become
exercisable immediately upon execution of this Agreement.".

               (c) Section 2.3 of the Option  Agreement is hereby deleted in its
entirety and replaced by the following:  "To the extent not therefore exercised,
the Options shall  terminate and expire at 5:00 p.m.,  New York time,  ten years
from the date hereof.".





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               (d) Article 5 of the Option  Agreement  is hereby  amended to the
extent of  providing  that the  Company's  address for  notices  shall be 163-03
Horace Harding Expressway, Flushing, New York 11365.

               (e)  Section  6.6 of the Option  Agreement  is hereby  amended by
permitting  arbitration thereunder to be brought before the American Arbitration
Association of New York, New York or Miami,  Florida.  Whether such  arbitration
shall be  maintained  in New York or  Florida  shall be the  choice of the party
instituting the arbitration proceeding.

        3.  Appointment  of  Consultant.  Oak Tree hereby  engages Dubbin or his
designee  ("Consultant")  and Consultant hereby agrees to render services to the
Company as a management consultant, strategic planner and advisor.

               (a) During the term of this  Agreement  Consultant  shall provide
advice to,  undertake  for and consult with the Company  concerning  management,
strategic  planning,   communicating  and  negotiating  with  security  holders,
corporate  organization and structure,  identification of business opportunities
and  other  general  corporate  and  business  matters  in  connection  with the
operation of the business of the Company.

               (b)  In the  event  Dubbin  designates  an  entity  to  serve  as
Consultant  hereunder,  such  entity  shall  accept the terms of the  consulting
provisions  set forth in this  Section 3, in  writing,  and such  writing  shall
covenant  and agree that the  consulting  services to be provided by  Consultant
shall be rendered by Dubbin.

               (c) As consideration for its consulting services  hereunder,  the
Company agrees to compensate Consultant as described in Section 4.

               (d) The  term of  Consultant's  consulting  services  under  this
Agreement  shall  commence on the date hereof and shall continue for a period of
twenty  four (24)  months.  Except as  otherwise  specifically  provided in this
Agreement,  no termination of Consultant's  consulting  services hereunder shall
affect the Company's other obligations  under this Agreement,  including without
limitation, the Company's obligations under Sections 2, 5 and 7.

               (e)  Consultant's  services under this Section 3 shall  terminate
upon the  occurrence  of any of the following  events:  (i) the death of Dubbin:
(ii)  the  disability  of  Dubbin,   which,   for  purposes  hereof  shall  mean
Consultant's  inability,  due to the physical or mental impairment of Dubbin, to
perform the consulting  services required  hereunder for a period of thirty (30)
consecutive  days  during  any  consecutive  ninety  (90) day  period;  or (iii)
Consultant's  failure to perform the consulting duties required  hereunder other
than as described in  subparagraph  (ii) of this  paragraph (e). In the event of
the termination of Consultant's  services under this Section 3(e), the Company's
obligations under Sections 3 and 4 shall terminate, other than to pay Consultant
all amounts due to it up to the date of termination.

               (f) Consultant and the Company hereby acknowledge that Consultant
is an independent contractor. Consultant shall not hold itself out as, nor shall
it take any action from

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which others might infer,  that it is a partner of, agent of or a joint venturer
of the  Company.  Consultant  shall have no authority to bind the Company to any
third party.

        4.  Compensation  to  Consultant.   As  consideration  for  Consultant's
consulting services, the Company shall compensate Consultant as follows:

               (a) The  Company  shall  pay  Consultant  a fee in the  amount of
twelve thousand five hundred dollars  ($12,500.00) per month.  Such fee shall be
payable  on or  before  the  first day of each  month,  commencing  in the month
following the month in which this Agreement is executed,  and shall continue for
twenty three (23) consecutive monthly payments thereafter.

               (b)  Consultant  shall  be  reimbursed  by the  Company  for such
reasonable  out-of-pocket  expenses as Consultant  may incur in  performing  its
services under this Agreement.

               (c) The Company  shall issue to  Consultant  an  aggregate of one
hundred and twenty-five thousand (125,000)  unregistered shares of the Company's
Common Stock (the  "Shares"),  as follows:  (i) a  certificate  for  twenty-five
thousand (25,000) of the Shares, registered in the name of Consultant,  shall be
delivered to Consultant  simultaneous with the execution of this Agreement;  and
(ii)  twenty  (20)  certificates  registered  in the  name of  Consultant,  each
evidencing  five  thousand  (5,000) of the Shares,  shall be delivered to Atlas,
Pearlman,  Trop & Borkson, P.A. (the "Escrowee"),  simultaneous  herewith, to be
held by the  Escrowee  in  accordance  with  the  terms  of the  Form of  Escrow
Agreement attached hereto as Exhibit C.

               (d) Promptly following the execution of this Agreement, but in no
event later than thirty (30) days  following the date hereof,  the Company shall
prepare and file a  registration  statement  on Form S-8 (or  successor or other
applicable  form) under the Securities Act of 1933, as amended (the "Act").  The
Company  shall use its best  efforts to cause  such  registration  statement  to
become effective.  Such registration  statement shall cover the Shares and, upon
the effective date thereof and subject to the other terms and conditions hereof,
shall entitle Consultant to publicly sell the Shares.

               (e) Notwithstanding the foregoing:

                      (i) Dubbin  may not sell any of the  Shares  being held in
               the escrow  described in paragraph  (c) of this Section 4, or any
               interest  therein,  prior  to the  release  of such  Shares  from
               escrow;

                      (ii) Dubbin may not  exercise the right to vote any of the
               Shares being held in the escrow  described  in  paragraph  (c) of
               this  Section 4, prior to the release of such Shares from escrow;
               and

                      (iii) the Company shall  neither  accrue nor pay dividends
               on any of the  Shares  being  held  in the  escrow  described  in
               paragraph  (c) of this  Section 4,  prior to the  release of such
               Shares from escrow.


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               (f)  In  the  event  that  the  Company  terminates  Consultant's
consulting  services hereunder other than for "Cause" (as defined in Section 1.2
of the Option  Agreement),  or Consultant  terminates  its  consulting  services
hereunder for "Good Reason" (as defined in Section 1.5 of the Option Agreement),
then (i) all of the Shares then  remaining in the escrow  described  above shall
immediately be delivered to Consultant  free and clear of the  restrictions  set
forth in the Escrow Agreement, and (ii) all unpaid compensation under paragraphs
(a) and (b) of this  Section 4 due through  the end of the term of  Consultant's
consulting  services  hereunder (as if such  termination had not occurred) shall
become immediately due and payable.

        5.  Covenant of the Company.  The Company  hereby  covenants  and agrees
that, for a period of two years following the date hereof,  it will not effect a
"reverse  split" of its  outstanding  Common  Stock  without  the prior  written
consent of Dubbin.

        6.  Confidentiality.  Dubbin will not disclose to any other person, firm
or  corporation,  nor use for its own benefit,  during or after the term of this
Agreement,  any trade secrets or other information designated as confidential by
the  Company  which is or has been  acquired  by  Dubbin  in the  course  of its
performing services to the Company. (A trade secret is information not generally
known to the trade which gives the Company an  advantage  over its  competitors.
Trade  secrets  can  include,  by way of example,  products  or  services  under
development,  production  methods  and  processes,  sources of supply,  customer
lists,  marketing  plans and  information  concerning  the filing of pendency of
patent applications).  Any management advice rendered by Dubbin pursuant to this
Agreement may not be disclosed  publicly in any manner without the prior written
approval of the Company.  The provision  shall be binding upon Consultant to the
extent that  Dubbin  designates  an entity to perform  consulting  duties  under
Section 3 hereof. The provisions of this Section 6 shall survive the termination
and expiration of this Agreement.

        7.  Indemnification.  The Company  agrees to  indemnify  and hold Dubbin
harmless from and against all losses,  claims,  damages,  liabilities,  costs or
expenses (including  reasonable attorneys' fees (collectively the "Liabilities")
joint and  several,  arising out of this  Agreement,  whether or not Dubbin is a
party to such dispute. This indemnity shall not apply, however, and Dubbin shall
indemnify  and hold the Company,  its  affiliates,  control  persons,  officers,
employees and agents harmless from and against all  liabilities  attributable to
the  negligence  or  willful  misconduct  of  Dubbin in the  performance  of his
services hereunder which gave rise to the losses, claim, damage, liability, cost
or expense sought to be recovered hereunder.

        8. Corporate  Authorization.  The Company hereby represents and warrants
that this Agreement has been duly authorized by the Company's Board of Directors
and  constitutes  the valid and binding  obligation of the Company,  enforceable
against it in accordance with its terms.

        9.  Assignment;  Successors.  Except as  specifically  set forth herein,
Dubbin's rights and duties under this Agreement may not be assigned  without the
Company's  consent,  and any attempted  assignment shall be void. Subject to the
foregoing,  this Agreement shall be binding on the parties and their  respective
successors or assigns.


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        10. Severability.  In the event that any term, provision or condition of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or unenforceable, the remainder of this Agreement shall remain in full force and
effect and shall not be affected, impaired or invalidated thereby.

        11. Miscellaneous. This Agreement sets forth the entire understanding of
the parties  relating to the subject matter  hereof,  and supersedes and cancels
any prior  communications,  understandings  and agreements  between the parties.
This Agreement  cannot be modified or changed,  nor can any of its provisions be
waived,  except by written agreement signed by all parties. This Agreement shall
be governed by the laws of the State of Florida.  In the event of any dispute as
to the terms of this Agreement,  the prevailing party in any litigation shall be
entitled to reasonable attorneys' fees.



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        IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as of
the day and year first above written.

                                    OAK TREE MEDICAL SYSTEMS, INC.



                                    By:   /s/ GARY DANZIGER
                                        --------------------------------------
                                        Gary Danziger, Chief Operating Officer


                                      /s/ BURTON DUBBIN
                                    --------------------------------------
                                    Burton Dubbin


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