Exhibit 10.13


                                AGREEMENT OF SALE

         THIS AGREEMENT, made on the 16th day of July, 1998, is by and among OAK
TREE MEDICAL MANAGEMENT,  INC. and OAK TREE MEDICAL PRACTICE, P.C., each with an
address at c/o Oak Tree Medical  Systems,  Inc.,  Attn: Mr. Henry Dubbin,  10155
Collins  Avenue,  Bal Harbor,  Florida  33154  (collectively  the  "Seller") and
NESCONSET  SPORTS,  INC.,  a New  York  corporation  with  offices  at  c/o  SMR
Management Corp., 4175 Veterans  Memorial  Highway,  Ronkonkoma,  New York 11779
(the "Purchaser").


                              W I T N E S S E T H :

         WHEREAS,  the Seller operates physical therapy  professional  practices
(the "Business")  located at (i) 250 West 100th Street, New York, New York 10025
(the "West 100th Street  Premises") and (ii) 163-03 Horace  Harding  Expressway,
Flushing,  New York  11365  (the  "Flushing  Premises")(the  West  100th  Street
Premises and the Flushing Premises hereinafter collectively the "Premises"); and

         WHEREAS,  the Seller has agreed to sell and the Purchaser has agreed to
purchase  certain  assets of the Business owned by the Seller upon the terms and
conditions hereinafter set forth below.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereunder, the parties hereby mutually agree as follows:

                                    ARTICLE I

                           PURCHASE AND SALE OF ASSETS

         1.1 Purchase and Sale.  At the Closing (as defined  below) and upon the
terms and conditions hereinafter set forth, Seller shall sell, assign, transfer,
convey and deliver to Purchaser,  and Purchaser shall purchase from Seller,  all
of  Seller's  right,  title and  interest in certain  assets of the  Business as
conducted on the Premises,  as of the Closing  Date, to the extent  described in
this Section 1.1 (the  "Purchased  Assets"),  except  those assets  specifically
excluded pursuant to Section 1.2 hereof:

         (a) The exclusive right to use the following  telephone  numbers of the
Business: 212-666-4435; 718-460-8400; and 718-961- 5224.

         (b) All of  Seller's  right,  title and  interest in and to all managed
care contracts of Seller set forth on Schedule 1.1(b) annexed hereto.

         (c) All of  Seller's  right,  title and  interest in and to the various
physical therapy and sports  rehabilitation  equipment,  ancillary equipment and
other personal property

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(including, without limitation, furniture, fixtures and office equipment) all as
described on Exhibit "A" hereto (collectively, the "Equipment").

         (d) All of  Seller's  right,  title and  interest in and to all leases,
licenses,  concessions,  service  contracts and other  agreements  affecting the
premises used by the Seller in the Business (the "Premises") and/or the Business
itself, including,  without limitation, the instruments set forth on Exhibit "B"
hereto.

         (e) All of the Seller's  right,  title and interest in and to the trade
names "Parkside Physical Therapy," "Oak Tree Queens," and any variant thereof.

         (f) All of the Seller's right, title and interest (and the right, title
and interest of each  affiliate of the Seller) in and to any and all  agreements
restricting  the ability of Gary  Danziger  to compete  with the Seller (and any
such affiliate).

         In addition,  at the Closing,  the Seller shall cause to be transferred
to such entity or entities  designated by the Purchaser (i) all goodwill related
to the  Business,  and (ii) all active and  inactive  patient  lists and patient
charts of the Seller.

         1.2 Retained  Assets.  Seller shall retain,  and the  Purchased  Assets
shall not include the following assets: (i) all assets of Seller not used in, or
related to, the  Business;  and (ii) all of Seller's  cash on hand,  on deposit,
cash in banks, cash equivalents, bank and mutual fund accounts, and accounts and
notes receivable.

         1.3  Purchase  Price.  The  price  of  the  Purchased  Assets  and  the
Noncompetition  Agreement set forth in Article IV hereof, shall be $375,000 (the
"Purchase Price").  The Purchase Price shall be paid to Seller at the Closing by
federal funds wire transfer to one or more accounts  designated by Seller. It is
acknowledged and agreed by the parties hereto that certain  equipment  described
on Exhibit A is subject to certain leases the ("Equipment  Leases").  The Seller
shall cause the lessee's  obligations  under said leases to be satisfied in full
at or before the Closing (and may  instruct  the  Purchaser to wire a portion of
the Purchase Price to the lessors thereof in satisfaction of said  obligations),
so that the Purchaser  shall obtain good and  marketable  title to the equipment
covered by said  leases,  free and clear of all liens,  claims and  encumbrances
whatsoever.


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         1.4      Purchase Price Allocation.  The Purchase Price shall be
allocated as follows:

                                   Allocation

  Physical therapy and office
    equipment                                          $         150,000

  Covenant not to Compete                              $          25,000

  Goodwill                                             $         200,000


         1.5  Assumption  of   Liabilities.   Purchaser  shall  not  assume  any
liabilities or obligations of Seller whatsoever except the office leases for the
Premises.

         1.6 Closing.  The closing of the transactions to be effected  hereunder
(the  "Closing") will be held at the offices of Davidoff & Malito LLP, 605 Third
Avenue,  34th Floor,  New York, New York at 3:30 P.M. on July 16, 1998. The date
and time at which the Closing occurs is sometimes hereinafter referred to as the
"Closing Date").

         1.7      Deliveries and Proceedings at Closing. At the Closing:

         (a) Premises  Leases.  The Seller shall deliver to the Purchaser  valid
assignments  of leases  for the West  100th  Street  Premises  and the  Flushing
Premises (in each case without  amendment),  in each case accompanied by written
consent of the landlord with respect to such assignment,  together with landlord
waivers in the form annexed  hereto as Exhibit 1.7, all in such form as shall be
acceptable to the Purchaser in its discretion.  The Purchaser  shall  reasonably
cooperate in executing and  delivering to the Seller  assignments  of the leases
for the Premises and the aforementioned landlord waivers.

         (b) Deliveries by Seller.  Seller will deliver or cause to be delivered
to Purchaser a bill of sale in the form annexed hereto as Exhibit "C",  together
with such other  instruments of assignment with respect to the Purchased  Assets
as the Purchaser and its counsel shall request.

         1.8 Regarding  Certain  Consents.  Nothing in this  Agreement  shall be
construed as an attempt to assign any contract, agreement, permit, franchise, or
claim  included  in  the  Purchased  Assets  which  is by  its  terms  or in law
nonassignable without the consent of the other party or parties thereto,  unless
such  consent  shall have been given,  or as to which all the  remedies  for the
enforcement  thereof  enjoyed by Seller  would not, as a matter of law,  pass to
Purchaser as an incident of the assignments  provided for by this Agreement.  In
order,  however,  to provide  Purchaser the full  realization and value of every
contract,  agreement,  permit, franchise and claim of the character described in
the immediately preceding sentence, Seller agrees


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that on and  after the  Closing  Date,  it will,  at the  request  and under the
direction of  Purchaser,  in the name of Seller or otherwise as Purchaser  shall
specify,   take  all  reasonable  action  (including   without   limitation  the
appointment  of  Purchaser  as  attorney-in-fact  for  Seller  where  reasonably
appropriate)  and do or  cause  to be done  all  such  things  as  shall  in the
reasonable  opinion of Purchaser  or its counsel be necessary  and proper (a) to
assure  that the rights of Seller  under such  contracts,  agreements,  permits,
franchises,  and claims shall be preserved  for the benefit of Purchaser and (b)
to facilitate receipt of the consideration to be received by Seller in and under
every  such  contract,   agreement,   permit,   franchise,   and  claim,   which
consideration  shall be held for the  benefit  of,  and shall be  delivered  to,
Purchaser,  provided,  however, that no undertaking of Seller under this Section
1.8 shall  require  Seller to pay any amounts or provide any  consideration  not
otherwise  contemplated by this Agreement.  Nothing in this Section shall in any
way diminish Seller's obligations hereunder to obtain all consents and approvals
and to take all such other  actions  prior to or at Closing as are  necessary to
enable  Seller to convey or assign  valid title to all the  Purchased  Assets to
Purchaser.

         1.9 Maintenance of Managed Care Contracts.  From the Closing Date until
such date as the managed care  contracts of Seller set forth on Schedule  1.1(b)
hereto have been  transferred  to Purchaser or  Purchaser's  designee,  and said
managed  care  plans have  accepted  Purchaser  or its  licensed  designee  as a
provider  hereunder,  Seller shall  continue to provide  billing and  collection
services for said managed care plans under Seller's tax  identification  number;
provided,  however, that Purchaser shall perform all administrative and clerical
functions with respect to such billing and collection. Purchaser shall cooperate
with the Seller to  mitigate  any tax  effects on the Seller  arising out of the
operation of this Section 1.9.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents, warrants, covenants and agrees that:

         2.1  Organization,  Good  Standing  and  Authority.  Oak  Tree  Medical
Practice,  P.C. is a professional  corporation duly organized,  validly existing
and in good standing  under the laws of the State of New York.  Oak Tree Medical
Management,  Inc. is a corporation duly organized,  validly existing and in good
standing  under  the laws of the State of New York.  Seller  has full  power and
authority to own the Purchased  Assets and occupy the  Premises,  to conduct its
Business  as it is now  being  conducted,  and to enter  into and  perform  this
Agreement and all other agreements and documents  executed or delivered or to be
executed or  delivered by Seller in  connection  herewith.  Seller's  execution,
delivery  and  performance  of this  Agreement  and  all  other  agreements  and
documents executed and delivered by Seller


                                      - 4 -

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in  connection  herewith have been duly  authorized  by all necessary  corporate
action of Seller. This Agreement has been duly executed and delivered by Seller,
and this Agreement and all other agreements and documents  executed or delivered
by Seller in  connection  herewith are (or when executed and delivered by Seller
will be) legal,  valid and binding  obligations  of the Seller,  enforceable  in
accordance with their respective terms.

         2.2 Financial  Statements.  Seller has delivered to Purchaser a balance
sheet and income statement of the financial operations of the Business as of May
31, 1998 (the "Financial Statement"). The Financial Statement is accurate in all
material  respects as of the date thereof,  is in accordance  with the books and
records of Seller and fairly  represents the financial  position of the Business
as of the date thereof.

         2.3 Absence of Material Adverse Change. Since the date of the Financial
Statement there has been no material  adverse change in or to the Business or to
the operations, earnings, prospects or liabilities of the Business.

         2.4 No  Violation of  Agreements.  The  execution  and delivery of this
Agreement do not, and the consummation of the transactions  contemplated by this
Agreement and the compliance  with the terms,  conditions and provisions of this
Agreement  by  Seller,  will not (a)  conflict  with or result in a breach of or
constitute a default (or an event which  might,  with the passage of time or the
giving  of  notice  or both,  constitute  a  default)  under  any of the  terms,
conditions or provisions of any indenture, mortgage, loan or credit agreement or
any other  agreement or  instrument to which Seller is a party or by which it or
any of the assets of the Business  may be bound or affected,  or any judgment or
order of any court or  governmental  department,  commission,  board,  agency or
instrumentality, domestic or foreign, or any applicable law, rule or regulation,
(b) result in the creation or imposition of any lien,  charge or  encumbrance of
any  nature  whatsoever  upon  assets  of the  Business  or give to  others  any
interests or rights therein,  or (c) result in the termination of or loss of any
right (or give others the right to cause such a  termination  or loss) under any
agreement  or  contract  constituting  a part of the  Purchased  Assets to which
Seller is a party or by which it is bound. No  representation  is made herein as
to the assignability of any of Seller's managed care or other contracts.  Seller
shall reasonably cooperate with Purchaser's efforts to obtain the consent of any
relevant  third  party  to the  assignment  to  Purchaser  of any  managed  care
contracts relating to the Business.

         2.5 True Conveyance of Information. All documents and other information
concerning Seller's Business,  executed,  delivered,  conveyed or otherwise made
available  to  Purchaser  by the  Seller  in  connection  with the  transactions
contemplated by this Agreement were, to the best knowledge of the person(s)


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furnishing  such  information,  true,  correct  and  complete  at  the  time  of
execution, delivery or conveyance.

         2.6 Title to Assets; Absence of Encumbrances.  Seller has, and upon the
closing, Purchaser will have, good and marketable title to the Purchased Assets;
and none of the Purchased  Assets is subject to any liens,  mortgages,  pledges,
security interests,  restrictions, prior assignments, claims and encumbrances of
any kind whatsoever.

         2.7 Litigation. To Seller's knowledge, there is no claim, action, suit,
inquiry,   proceeding  or  investigation  of  any  kind  or  nature   whatsoever
(including, but not limited to, malpractice, tax, employment and payroll issues)
by or before any  court,  governmental  or other  regulatory  or  administrative
agency, commission or tribunal pending,  threatened against or involving Seller,
the Business or the  Purchased  Assets,  or which  questions or  challenges  the
validity of this Agreement or any action taken or to be taken by Seller pursuant
to this Agreement or in connection  with the  transactions  contemplated  hereby
which has or would have a material  adverse effect on Seller or Seller's ability
to perform hereunder.

         2.8  Absence of  Changes.  The  Seller  has not,  since the date of the
Financial Statement, entered into any transaction relating to the Business other
than in the ordinary  course of business  and  consistent  with past  practices,
including but not necessarily  limited to, any  transaction  relating to the (i)
borrowing  of money,  (ii)  purchase,  lease  (as  lessor  or  lessee),  sale or
encumbering of assets or properties, (iii) cancellation,  termination, amendment
or  waiver  of  any  material  agreement  or of any  rights  or  claims  arising
thereunder  or  otherwise,  or (iv)  payment  or  accrual  of bonuses or special
compensation  of any kind or an  increase in the rate of any and all other forms
of compensation payable to officers, directors, employees, agents or independent
contractors.

         2.9 Consents. No consent, approval or authorization of, or registration
or filing  with,  any person,  including  any  governmental  authority  or other
regulatory  agency, is required in connection with the execution and delivery of
this Agreement by Seller or the  consummation of the  transactions  contemplated
hereby.

         2.10 Taxes.  Seller has (a) timely  filed all tax  returns,  schedules,
declarations and tax-related documents required to be filed by any jurisdictions
to which it is or has been subject, (b) timely paid in full any taxes,  interest
and penalties with respect thereto,  subject to audit by the taxing  authorities
by such  jurisdiction,  (c) made  timely  payment  of the taxes  required  to be
deducted and withheld  from the wages paid to its  employees,  and (d) otherwise
satisfied, in all material respects, all legal requirements applicable to Seller
and the  Business  with  respect  to all  aforementioned  obligations  to taxing
jurisdictions. All


                                      - 6 -

<PAGE>

tax returns  filed by Seller  correctly  reflect in all  material  respects  its
income, expense, deductions, credits, loss carryovers and the taxes due relating
to the  Business,  and are  otherwise  accurate  and  complete  in all  material
respects and have not been amended. For purposes of this Section 2.10, "tax" and
"taxes" shall include all income,  gross receipts,  franchise,  excise, real and
personal  property,  and other taxes imposed by any federal,  state,  municipal,
local or other  governmental  agency,  including  assessments  in the  nature of
taxes.

         2.11 Employee Benefit  Plans/Employment  Matters.  Seller does not have
any bonus, profit sharing, pension, retirement,  insurance,  severance and other
similar arrangement or plan,  including,  without limitation,  any plan to which
any  provision of the  Employment  Retirement  Income  Security Act of 1974,  as
amended,  is applicable.  No present or former  employee of Seller has any valid
and enforceable claim against Seller (whether under federal or state law), under
any  employment  agreement,  or otherwise,  or on account of or for (a) overtime
pay,  other than overtime pay for the payroll  period  containing  the effective
date of this Agreement, (c) vacation or time off (or pay in lieu thereof), other
than earned in respect of the previous  twelve  months,  or (d) any violation of
any state, ordinance or regulation relating to minimum wages or maximum hours of
work.  Seller is not party to any collective  bargaining  agreement.  A complete
list of the  employees  of Seller and their  compensation  is annexed  hereto as
Schedule 2.11.

         2.12 Broker  Participation.  No agent,  broker or other  person  acting
pursuant  to the  authorization  of  Seller is  entitled  to any  commission  or
finder's fee in connection with the transactions  contemplated by this Agreement
except  Corporate  Planning  Services,  Inc.,  whose  commission  shall  be paid
entirely by the Seller at Closing pursuant to separate agreement.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents, warrants, covenants and agrees that:

         3.1 Organization, Good Standing and Authority. It is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New York,  and  Purchaser has full power and authority to enter into and perform
this Agreement and all other  agreements and documents  executed or delivered by
Purchaser  in  connection   herewith.   Purchaser's   execution,   delivery  and
performance of this Agreement and all other agreements and documents executed or
delivered by Purchaser in connection  herewith have been duly  authorized by all
necessary  corporate action of Purchaser.  This Agreement has been duly executed
and delivered by Purchaser and all other  agreements  and documents  executed or
delivered  by  Purchaser  in  connection  herewith  are (or  when  executed  and
delivered by Purchaser will


                                      - 7 -

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be) legal, valid and binding obligations of Purchaser  enforceable in accordance
with their respective terms.

         3.2 No Interference. Purchaser is not aware of any state of facts which
would prevent or impede completion of the transactions contemplated hereunder.

         3.3 Consents. No consent, approval or authorization of, or registration
or filing  with,  any person,  including  any  governmental  authority  or other
regulatory  agency, is required in connection with the execution and delivery of
this Agreement by Purchaser or the consummation of the transactions contemplated
hereby.

                                   ARTICLE IV

                                 NON COMPETITION

         4.1 Non Competition  Agreement.  Except as provided herein for a period
of three (3) years from the date hereof,  neither  Seller nor any  affiliate (as
hereinafter defined) shall:

         (a) directly or indirectly invest in, have any other ownership interest
in, or  otherwise  participate  with or in, as an officer,  employee,  director,
shareholder or partner,  any person or entity that is in a Competitive  Business
(as  hereinafter  defined)  located  (i) in the  case of the West  100th  Street
Premises,  in an area bounded on the north by 150th Street, on the south by 50th
Street, "river to river," and (ii) in the case of the Flushing Premises,  within
a five (5) mile radius thereof (in each case, the "Restricted Area");

         (b) directly or  indirectly  solicit any person or  enterprise  for any
purpose directly related to a Competitive Business; and

         (c) directly or indirectly solicit, employ or interfere with or attempt
to entice away from  Purchaser any person who is then (or was at any time within
six months prior to the time of such employment, engagement or offer thereof) an
employee or independent contractor of Purchaser,  except employees terminated by
the Purchaser.

         4.2      Limited Exceptions; Definitions.

         (a) Nothing  contained in Section 4.1 shall  prohibit the Seller or any
Affiliate  from  acquiring  or  holding  less than  seven  (7%)  percent  of the
outstanding  common stock or other publicly traded security in a publicly traded
company  in a  Competitive  Business  which is listed on a  national  securities
exchange or quoted on a national quotation service.

         (b)  As  used  herein,  "Affiliate"  means  any  person,   partnership,
corporation or other entity which directly or


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indirectly through one or more  intermediaries  controls or is controlled by, or
under common  control with,  the Seller.  As used herein,  Competitive  Business
means any person or entity  that  either  (i) is in the  principal  business  of
providing or furnishing  physical  therapy  services in the Restricted Area as a
physical  therapy  center,  or  (ii) in the  principal  business  of  furnishing
physical  therapy  equipment to such person or entity described in subclause (i)
hereof in the Restricted Area.

         4.3 Acknowledgement. Seller acknowledges that the provisions of Section
4.1 are necessary for the  protection of Purchaser and that such  provisions are
reasonable  under the  circumstances  including in particular the Purchase Price
paid by Purchaser in  consideration of the obligations of Seller  hereunder.  In
the event that any provision of Section 4.1,  including any sentence,  clause or
part thereof, shall be deemed contrary to law or invalid or unenforceable in any
respect by a court of competent jurisdiction, the remaining provisions shall not
be affected,  but shall, subject to the discretion of such court, remain in full
force and effect and any invalid and  unenforceable  provisions shall be deemed,
without further action on the part of the parties hereto, modified,  amended and
limited to the extent necessary to render the same valid and enforceable.

         4.4 Remedies.  Seller agrees that any breach of Section 4.1 hereof will
cause Purchaser  substantial and irreparable damage and therefore,  in the event
of any such breach, in addition to such other remedies which may be available at
law or in equity,  Purchaser  shall have the right to seek specific  performance
and injunctive relief.

                                    ARTICLE V

                                 INDEMNIFICATION

         5.1 Indemnification by Seller. Seller shall indemnify,  defend and hold
harmless  Purchaser,  promptly  upon  demand  at any time and from time to time,
against any and all losses, liabilities,  claims, actions, damages and expenses,
including  without  limitation,  reasonable  attorneys'  fees and  disbursements
(collectively,  "Losses"),  arising  out  of or in  connection  with  any of the
following: (a) All liabilities, debts, obligations and commitments of the Seller
of any nature (including  without limitation those arising out of or relating to
the operation of the Business prior to the Closing),  whether accrued, absolute,
contingent or otherwise, attributable to any state of facts or event existing or
occurring  on or before  the  Closing  Date,  and any claim or demand by a third
party  (whether or not  successful)  to cause or require the Purchaser to pay or
discharge  any debt,  obligation,  liability or  commitment  referred to in this
clause  (a);  (b) any  breach or  default  in the  performance  by Seller of any
agreement  made by Seller  under this  Agreement,  (c) any breach of warranty or
representation made by Seller under Article II hereof, and (d) any action, suit,
proceedings, compromise,


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settlement,  assessment  or  judgment  arising  out of or incident to any of the
matters indemnified against in this Section 5.1.

         5.2 Indemnification by Purchaser. Purchaser shall indemnify, defend and
hold  harmless  Seller,  promptly upon demand at any time and from time to time,
against any and all losses, liabilities,  claims, actions, damages and expenses,
including  without  limitation,  reasonable  attorneys'  fees and  disbursements
(collectively,  "Losses"),  arising  out  of or in  connection  with  any of the
following: (a) the use of Seller's Medicare provider number; (b) the obligations
assumed  by  the  Purchaser  hereunder;  and  (c)  any  breach  of  warranty  or
representation made by Seller under Article III hereof.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

         6.1 Utilities and Telephone Adjustments.  The operation of the Business
and the  expenses  attributable  thereto up to 11:59 P.M.  on the day before the
Closing Date shall be for the account of Seller and thereafter  shall be for the
account of Purchaser.  Prior to the Closing,  Seller will notify such  utilities
that exist with respect to the sale of the Purchased  Assets. To the extent that
service  therefor  cannot be terminated and  reconnected  in  Purchaser's  name,
Seller and Purchaser  will pro rate Seller's  cost of  electricity,  if any, and
telephone  charges for the period prior to the Closing  Date.  In the event that
any bills for the above shall not be available at the Closing Date,  the parties
agree to pro rate the same within five days following  either party's receipt of
a bill for any such  utilities,  any  portion  of which is payable by the other.
Deposits on such  utilities of Seller  shall be the sole  property of Seller and
Purchaser shall place its own deposits with regard thereto. In addition,  Seller
agrees  and  covenants  to  pay  all  other  amounts  relating  to  the  Assumed
Liabilities arising or attributable to operations prior to the Closing Date.

         6.2 Sales Tax.  Seller  shall pay the cost of any and all sales  taxes,
including  bulk  sales  tax,  applicable  to the  transactions  covered  by this
Agreement.  Seller  shall  remit  said  sales  tax to the  proper  New  York tax
authorities at the time of Closing.

         6.3 Confidentiality. Seller acknowledges that it possesses confidential
information  and trade secrets  regarding the Business and the Premises,  which,
together with the Purchased  Assets and all additional  information  conveyed to
Purchaser  pursuant  to  this  Agreement   (collectively,   the  "Information"),
constitutes  valuable  assets.  Accordingly,  Seller  shall  not,  at  any  time
following the Closing,  disclose to anyone, use or convey the Information or any
part  thereof  other  than for the  particular  purposes  necessary  to  receive
professional  advice with respect to the  Information or in connection  with the
preparation and filing of any documents, tax


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<PAGE>

returns or other  disclosure  required  by law.  Seller's  covenants  under this
Section 6.3 as  pertaining  to all  Information  respecting  the Business of the
Purchaser, shall survive the termination of this Agreement.

         6.4 Costs and Expenses.  Seller and  Purchaser  will each pay their own
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby, including all legal fees.

         6.5 Services of Anthony Ventura. The Seller shall allow Anthony Ventura
to work full  time at the  Premises  for a period  of three (3) weeks  after the
Closing.  The Seller  acknowledges  that the Purchaser has the right to purchase
the assets of the Seller's  physical  therapy located at 1725 Tenbroeck  Avenue,
Bronx, New York (the "Bronx Facility"). If for any reason the Purchaser does not
purchase the Bronx Facility, then the Seller shall allow Anthony Ventura to work
half time for an additional  six weeks at the Premises  following the expiration
of said initial three-week period.

         6.6 Services of John Simmons.  The Purchaser  shall allow the Seller to
work with John Simmons from his arrival at the Premises until 10:00 a.m. on each
of the days of July 22, July 23 and July 24, 1998.

         6.7  Payroll.  The Seller be  responsible  for all  payroll and related
taxes  for all of its  employees  currently  working  at  either  or both of the
Premises  through  the  close of  business  on July 16,  1998 and shall pay said
employees  all unpaid wages for all periods  through and  including the close of
business on said date no later than Monday, July 20, 1998.

         6.8 Use of Alcove Space.  The  Purchaser  shall allow the Seller to use
the alcove space  currently  occupied by the Seller at the Queens Premises until
the close of business on the 90th day following the date hereof.

                                   ARTICLE VII

                                    COVENANTS

         7.1 Access to  Information.  Purchaser  shall have the right to conduct
due  diligence  reviews upon the  business,  books,  records and  operations  of
Seller.  Seller shall give the other  reasonable  access during normal  business
hours to the  assets,  properties,  materials,  books and records  necessary  to
conduct  such review  until 5:00 p.m. on the date prior to the Closing Date (the
"Due Diligence Deadline").


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<PAGE>

                                  ARTICLE VIII

           TERMINATION; CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

         8.1  Termination.  This Agreement may be terminated by the Purchaser by
written notice of termination to the Seller by the Due Diligence Deadline in the
event that the  Purchaser,  in its sole  discretion,  determines  not to proceed
based upon its  examination  of the business,  books,  records and operations of
Seller.

         8.2 Conditions to Purchaser's  Obligations  to Close.  The  Purchaser's
obligations to close hereunder shall be subject to the delivery by the Seller to
the Purchaser of the following items on or before the Closing Date, each in form
and substance  satisfactory to the Purchaser in its sole and absolute discretion
and each fully  executed by all parties  thereto  except the  Purchaser  (or the
Purchaser's designee):

         (a) An assignment to the Purchaser (or, as the Purchaser  shall direct,
the Purchaser's  designee) of all contracts between the Seller (or any or all of
them and any  affiliate  thereof)  and Catholic  Medical  Center of Brooklyn and
Queens, Inc. (the "CMC Contract");

         (b)  Assignments  of the leases for the  Premises  consented  to by the
landlords thereof; and

         (c) Landlord  waivers in the form  annexed  hereto as Schedule 1.7 with
respect to each of the leases described in subsection (b) above.

In the event the conditions described in this Section 8.2 are not fulfilled, the
Purchaser may terminate  this Agreement at any time on or after the Closing Date
by  notice  to the  Seller.  Nothing  contained  in this  Section  8.2  shall be
construed to waive or limit the  Purchaser's  right to terminate  this Agreement
pursuant to Section 8.1 hereof.

         8.3  Effect  of  Termination.  In the  event  that  this  Agreement  is
terminated   pursuant  to  Section  8.1  or  Section  8.2  hereof,  all  further
obligations  of the parties under this  Agreement  shall be  terminated  without
further  liability of any party to the other,  provided that no such termination
shall  relieve  the  Seller  from  liability  for  its  willful  breach  of this
Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 Further  Assurances.  The  parties  shall  cooperate  and take such
actions, and execute such other documents, at the


                                     - 12 -

<PAGE>

Closing or subsequently,  as either may reasonably request in order to carry out
the provisions or purpose of this Agreement.

         9.2 Entire Understanding.  This Agreement and all other instruments and
documents executed in connection herewith, contains the entire understanding and
agreement  between  the  parties.  Except as may  otherwise  be provided by this
Agreement, no change, discharge,  modification or waiver of any provision hereof
shall be of any force or effect unless it is in writing and signed by all of the
parties hereto.

         9.3 Choice of Law. This  Agreement  shall be governed and  interpreted,
and all rights and obligations of the parties  hereunder,  shall be governed and
determined, in accordance with the laws of the State of New York, without regard
to its  conflict  of law  rules.  Any  litigation  arising  hereunder  shall  be
commenced  and conducted in the United  States  District  Court for the Southern
District of New York, or the state courts located in such District.

         9.4 Notice.  Any notice or other  communication  to be given  hereunder
shall  be  deemed  to have  been  properly  given if in  writing  and if sent by
certified mail or registered mail, return receipt requested,  postage prepaid or
overnight mail, to the parties at their addresses as follows:

         If to Seller:

                  Oak Tree Medical Management, Inc.
                  163-03 Horace Harding Expressway
                  Flushing, New York 11365
                  Telephone No.:
                  Facsimile:

                  After the Closing:
                  c/o Oak Tree Medical Systems, Inc.
                  Attn: Mr. Henry Dubbin
                  10155 Collins Avenue
                  Bal Harbor, Florida 33154

         With a copy to:

                  Frederick C. Veit, Esq.
                  21 Gordon Avenue
                  Briarcliff Manor, New York 10510
                  Telephone No.: (914) 762-8824
                  Facsimile: (914) 923-1724


                                     - 13 -

<PAGE>

         If to Purchaser:

                  NESCONSET SPORTS, INC. [or designee]
                  c/o SMR Management Corp.
                  4175 Veterans Memorial Highway
                  Ronkonkoma, New York 11779
                  Attention: Louis M. DiNitto
                  Telephone No.: (516) 738-1800
                  Facsimile: (516) 738-8910

         With a copy to:

                  Larry Hutcher, Esq.
                  Davidoff & Malito LLP
                  605 Third Avenue
                  New York, New York 10158
                  Telephone No.: (212) 557-7200
                  Facsimile: (212) 286-1884

         9.5  Assigns.  This  Agreement  shall be binding  upon and inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators,  legal  representatives,  successors  in interest  and  assigns,
provided  however,  that this Agreement may not be assigned by any party without
the prior written consent of the other party to the Agreement.

         9.6 No  Waiver.  The  waiver  of any  breach  of  any of the  terms  or
conditions of this  Agreement  shall not be deemed to constitute a waiver of any
other  breach or of the same or any other terms or  condition  contained in this
Agreement. The invalidation of any of the provisions of this Agreement shall not
affect  the  validity  of any other  provision  hereof.  In the  event  that any
provision is declared to be invalid,  then this Agreement shall be deemed not to
have contained  such provision and the balance of this Agreement  shall continue
unaffected  thereby.  By this  clause,  the parties  shall not be deemed to have
intentionally  included any invalid  provision.  Under no circumstance shall the
parties  be  deemed or  construed  by  operation  of law or  otherwise,  to have
abandoned  this  Agreement or any of the terms hereof,  unless such  abandonment
shall be by a written instrument signed by all of the parties hereto.

         9.7  Counterparts.  This  Agreement  may be  executed  in any manner of
counterparts, and by the different parties hereto in separate counterparts, each
of which  shall be  deemed  as an  original,  but all of  which  together  shall
constitute one and the same document.

         9.8 Prior  Agreements.  This Agreement  supersedes any prior agreements
made among any of the parties hereto, if any, with respect to the subject matter
hereof, and all such prior agreements are hereby terminated.


                                     - 14 -

<PAGE>

         9.9  Captions.  Headings  are for  convenience  only and  shall  not be
considered  in  any  manner  in  connection  with  any  interpretation  of  this
Agreement.

         9.10  Survival.   Unless  otherwise  stated,  the  representations  and
agreements of the parties hereto shall survive the Closing hereof and shall bind
the  parties  hereto  and  their  heirs,  successors  in  the  interest,   legal
representatives and assigns.

         9.11  Obligations  Joint and Several.  Each and all of the obligations,
duties,  representations,  warranties and covenants of the seller  hereunder are
joint and several,  it being the intent of the parties hereto to confer upon the
Purchaser the maximum rights and remedies possible.

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

                                     OAK TREE MEDICAL MANAGEMENT, INC.


                                     By:  /s/ FREDERICK C. VEIT
                                          --------------------------
                                          Name:  Frederick C. Veit
                                          Title: Acting Secretary


                                     OAK TREE MEDICAL PRACTICE P.C.


                                     By:  /s/ FREDERICK C. VEIT
                                          --------------------------
                                          Name:  Frederick C. Veit
                                          Title: Acting Secretary


                                     NESCONSET SPORTS, INC.


                                     By:  /s/ DAVID W. BARNETT
                                          --------------------------
                                          Name:  David W. Barnett
                                          Title: Vice President


THE UNDERSIGNED HEREBY UNCONDITIONALLY
GUARANTEES THE OBLIGATIONS OF THE SELLERS:

OAK TREE MEDICAL SYSTEMS, INC.


By:  /s/ FREDERICK C. VEIT
     --------------------------
     Name:   Frederick C. Veit
     Title:  Acting Secretary


                                     - 15 -

<PAGE>

ATTACHMENTS:

Exhibit A - Equipment
Exhibit B - Leases,  Licenses and Other  Agreements  
Exhibit C - Form of Bill of Sale 
Schedule  1.1(b) - Managed Care  Contracts  
Schedule 1.7 - Form of Landlord Waiver 
Schedule 2.11 - Employees of Seller


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