AGREEMENT OF SALE

AGREEMENT OF SALE, made July 16, 1997, between Peter M. Saadeh, M.D. ("Saadeh"),
a licensed New York  physician  ("Seller"),  and SternCo  Management,  Inc.,  as
authorized   representative  of  Oak  Tree  Medical  Systems,  Inc.,  a  Florida
corporation located at 1601 Belvedere Road, Suite 500E, West Palm Beach, Florida
33406 ("Purchaser").

                                   WITNESSETH:

WHEREAS, Purchaser desires to acquire, and Seller desires to sell, the assets of
the physical  therapy and  rehabilitation  practice (the  "Practice")  owned and
operated  by Seller  as a sole  proprietorship  upon the  terms  and  conditions
hereinafter set forth, and

WHEREAS,  Peter Saadeh,  M.D. is the owner of the Practice  currently located at
Suite 367, 5 World Trade Center, New York, New York, 10048, and

WHEREAS, Peter M. Saadeh, M.D. is the medical manager of the Practice.

NOW, THEREFORE,  in consideration of the covenants and agreements  hereafter set
forth,  and other valuable  consideration,  the receipt and sufficiency of which
hereby is acknowledged, the parties hereto agree as follows:

1. AGREEMENT TO SELL. Seller agrees to sell,  transfer and deliver to Purchaser,
and Purchaser agrees to purchase,  upon the terms and conditions hereinafter set
forth, all of the assets of the practice as noted herein.

2. THE ASSETS.  It is the  understanding of the parties that Seller is the owner
of the following assets (the "Assets"):

        (a)    the equipment,  patient files,  name and general assets described
               in Exhibit A-1 hereto and all similar equipment acquired or owned
               by the  Practice  on or before  the  closing  date (the  "General
               Assets");

        (b)    the furniture, fixtures and improvements described in Exhibit A-2
               hereto and all similar items acquired or owned by the Practice on
               or before the closing date (the "General Assets");

        (c)    the leases described in Exhibit A-3 hereto (the "Leases");

        (d)    the  equipment  leases,  contracts  and  agreements  described in
               Exhibit A-4 hereto (the "Contracts");

        (e)    the  bank  accounts,  lines of  credit  and  safe  deposit  boxes
               (including  a list of the persons  authorized  to access the bank
               accounts and safe deposit boxes)  described in Exhibit A-5 hereto
               (the "Bank Accounts and Boxes");





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Notwithstanding  anything  to the  contrary  contained  herein,  there  shall be
excluded from the Assets, (i) all cash on hand and in Seller's bank accounts and
(ii) accounts receivable.

3. PURCHASE  PRICE.  The purchase  price to be paid by Purchaser is Four Hundred
Thousand Dollars ($400,000.00).

         A. The purchase price shall be paid as follows:

               (a)    Seller hereby acknowledges receipt of Twenty-Five Thousand
                      Dollars ($25,000.00) as a deposit made by Purchaser.

               (b)    Upon  the  execution  of  this  Agreement  by  Seller  and
                      Purchaser,  Purchaser shall pay an additional  Twenty-Five
                      Thousand dollars ($25,000.00) to Seller.

               (c)    Fifty  Thousand  Dollars  ($50,000.00)  at the Closing (or
                      such other  amount as may be  mutually  agreed upon by the
                      parties prior to Closing).

               (d)    Three  Hundred  Thousand  Dollars   ($300,000.00)  at  the
                      Closing by giving  Seller a  Promissory  Note (the "Note")
                      payable over five (5) years,  at eight percent (8%) simple
                      interest  per  annum,  payable  quarterly,  secured by the
                      furniture,  fixtures and  equipment  of the Practice  (the
                      "FF&E"), the form of which is attached as Exhibit B. IN NO
                      CASE SHALL PURCHASER BE RESPONSIBLE  FOR ANY  INDEBTEDNESS
                      OF SELLER OTHER THAN AS INDICATED HEREIN.

         B. The  purchase  price shall be  allocated as described in Exhibit A-6
hereto.

         C. The Note shall be reduced in  accordance  with the formula set forth
below:

               (i)    if the Practice produces at least $1,100,000 in legitimate
                      billings ("Billings") in the first year post-closing, then
                      there shall be no offset against the Note; and

               (ii)   if the Practice  produces less than $1,100,000 in Billings
                      in the first year  post-closing,  then  there  shall be an
                      offset  against the Note  payments  due to Seller,  in the
                      amount  of  $100,000.00,  to be  offset  against  the Note
                      payments due to Seller in years 2-5,  with an equal offset
                      amount to be applied  against each  installment  due under
                      the Note in years 2-5.

        4. THE CLOSING. The "closing" means the settlement of the obligations of
Seller and Purchaser to each other under this  agreement,  including the payment
of the purchase price to Seller as provided in Article 3 hereof and the delivery
of the closing documents  provided for in Article 5 hereof. The closing shall be
held at a location  agreed upon by the parties and shall take place on or before
July 31, 1997 (the "Closing Date").




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<PAGE>



        5. CLOSING DOCUMENTS. At the closing Seller shall execute and deliver to
Purchaser:

               (a)  an Assignment of the rights of the lessees under the Leases;

               (b)  an opinion of Seller's  counsel,  Donald A.  Anderson of 900
                    Hicksville  Road,  Massapequa,  NY,  11758  dated  as of the
                    closing  date,  in  form  and  substance   satisfactory   to
                    Purchaser's counsel;

               (c)  Restrictive Covenant as enumerated in Article Ten (10);

               (d)  Seller's Performance Agreement;

               (e)  statements  executed by Seller,  releasing and  indemnifying
                    Purchaser from any and all  obligations  and  liabilities of
                    Seller, other than those specifically assumed herein; and

               (f)  such other instruments and information in form and substance
                    satisfactory  to Purchaser's  counsel as may be necessary or
                    proper to transfer to Purchaser good and marketable title to
                    all  other   ownership   interests   in  the  Assets  to  be
                    transferred under this agreement.

               (g)  An opinion of  Purchaser's  counsel  dated as of the Closing
                    Date in form and substance satisfactory to Seller's counsel.

At the closing Seller shall deliver to Purchaser all keys for the businesses. If
any keys for the  businesses  or Assets are held by employees or others,  Seller
shall identify such individuals,  their addresses and their  relationship to the
Seller.  Seller  shall do all further  acts and things as may be  necessary,  or
reasonably requested by Purchaser,  to consummate the transactions  contemplated
by this  Agreement,  including the  acquisition of and possession of the Assets.
Seller shall advise  Purchaser of, and cause to be delivered to  Purchaser,  all
applicable trade secrets and proprietary information pertaining to the Assets of
the businesses.

At the closing Purchaser shall execute and deliver to Seller:

          (i)  an Assumption of the  obligations of the lessees under the Leases
               and Equipment Contracts;

          (ii) the Promissory Note and appropriate Security Agreement evidencing
               the  $300,000  debt  and  the  security   interest  in  the  FF&E
               guaranteed by Oak Tree Medical Systems, Inc.; and

          (iii)reciprocal  documentation  and  Counsel's  opinion  as  listed in
               subparagraphs (b), (e) and (g), above.

Except as expressly provided herein,  Purchaser shall not be obligated to pay or
perform any obligations or liabilities of Sellers including, without limitation,
obligations or liabilities of Seller



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<PAGE>



to their creditors or any legal,  accounting,  brokerage or finder's fees or any
taxes or other expenses in connection with this agreement or the consummation of
the transactions contemplated hereby.

6. CLOSING ADJUSTMENTS.  The following items shall be apportioned as of midnight
of the day preceding the closing date:

               (a)    rent, including any additional rent, under the Real Estate
                      leases or Equipment leases;

               (b)    taxes and applicable common charges under the leases;

               (c)    water and sewer charges;

               (d)    utilities, as applicable; and

               (e)    employee salaries and benefits.

Any errors or omissions in computing apportionments shall be corrected after the
Closing, with both parties fully cooperating.

7.  REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller represents and warrants to
Purchaser as follows:

               (a)  Seller has full power and authority to own his assets and to
                    conduct his business and the Practice as now carried on, and
                    to carry out and perform his undertakings and obligations as
                    provided  herein.  The  execution  and delivery by Seller of
                    this  Agreement  and the  consummation  of the  transactions
                    contemplated  herein  do not and will not  conflict  with or
                    result in any breach of any  condition or  provision  of, or
                    constitute  a default  under,  or result in the  creation or
                    imposition  of any  lien,  charge  or  encumbrance  upon the
                    Assets by reason of the  provisions of any  contract,  lien,
                    lease, agreement,  instrument or judgment to which Seller is
                    a party,  or which are or purport to be binding  upon Seller
                    or which affect or purport to affect the Assets.  No further
                    action or approval,  corporate or otherwise,  is required in
                    order  to   constitute   this   Agreement  the  binding  and
                    enforceable obligation of Seller.

               (b)  No action,  approval,  consent or  authorization,  including
                    without   limitation  any  action,   approval,   consent  or
                    authorization of any government or quasi-governmental agency
                    commission,  board, bureau or instrumentality,  is necessary
                    for Seller to  constitute  this  agreement  the  binding and
                    enforceable  obligation  of  Seller  or  to  consummate  the
                    transactions contemplated hereby.




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<PAGE>



               (c)  Seller is the owner of and has good and marketable  title to
                    the  Assets,  free of all liens,  claims  and  encumbrances,
                    except as set forth herein.

               (d)  There are no violations,  potential  claims of violations or
                    questions of irregularity  regarding any law or governmental
                    rule  or  regulation  pending  or to the  best  of  Seller's
                    knowledge,  threatened against Seller, or the Assets. Seller
                    has  complied  with  all  laws and  governmental  rules  and
                    regulations applicable to the business or the Assets. Seller
                    has duly  notified  all  insurance  carriers  or third party
                    payers of any suspected or known claims or potential  claims
                    which may be asserted against Seller or the Assets.

               (e)  There are no judgments, liens, suits, actions or proceedings
                    pending  or, to the best of Seller's  knowledge,  threatened
                    against  Seller,  or the  Assets.  Neither  Seller,  nor the
                    Assets are a party to,  subject to or bound by any agreement
                    or any judgment or decree of any court, governmental body or
                    arbitrator  which would  conflict with or be breached by the
                    execution,  delivery or  performance of this  agreement,  or
                    which could  prevent the  carrying  out of the  transactions
                    provided for in this  agreement,  or which could prevent the
                    use by  Purchaser  of the  Assets or  adversely  affect  the
                    conduct of the Practice by Purchaser.

               (f)  Seller has not entered into,  and the Assets are not subject
                    to,  any:  (i)  written   contract  or  agreement   for  the
                    employment  of any employee of the  business;  (ii) contract
                    with   any   labor   union   or   guild;    (iii)   pension,
                    profit-sharing,  retirement,  bonus,  insurance,  or similar
                    plan with respect to any employee of the  business;  or (iv)
                    similar  contract or agreement  affecting or relating to the
                    Assets.

               (g)  At the time of the  closing,  there will be no  (secured  or
                    unsecured) creditors of Seller,  except for general business
                    creditors or equipment  lessors.  General business creditors
                    and  equipment  lessors are listed in Exhibit  A-4  attached
                    hereto.  Except as set forth herein,  Seller shall be liable
                    for all  other  obligations  incurred  by  Seller  prior  to
                    closing.

               (h)  The  Lease or  Sublease  is in full  force  and  effect  and
                    without any default by Seller thereunder.  All copies of the
                    Lease  provided by Seller to Purchaser are true and complete
                    copies of the original Lease.

               (i)  All  Contracts  and  Equipment  Leases are in full force and
                    effect and without any default by Seller or thereunder.  All
                    copies of the  Contracts  and Leases  provided  by Seller to
                    Purchaser  are  true and  complete  copies  of the  original
                    Contracts.  Seller  is  not  indebted  under  any  executory
                    Contracts  or Leases,  except as may be set forth in Exhibit
                    A-4 hereto. All owned equipment is unsecured and debt-free.




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<PAGE>



               (j)  Seller  has  filed  each  tax  return,   including   without
                    limitation  all  income,  excise,  property,  capital  gain,
                    sales,  franchise  and license tax  returns,  required to be
                    filed by Seller prior to the date  hereof.  Each such return
                    is true,  complete  and  correct,  and  Seller  has paid all
                    taxes, assessments and charges of any governmental authority
                    required  to be paid by them and have  created  reserves  or
                    made provision for all taxes accrued but not yet payable. No
                    government  is  now  asserting,  or  to  Seller's  knowledge
                    threatening  to assert,  any  deficiency or  assessment  for
                    additional  taxes or any  interest,  penalties or fines with
                    respect to Seller.  Seller shall hold Purchaser harmless and
                    indemnify  Purchaser  against  all claims for taxes due from
                    and owed by Seller.

               (k)  The attached financial  statements in Exhibit C are true and
                    accurate.  The  financial  statements  fairly and  correctly
                    present  the  financial  position  of the Seller and will so
                    represent   such  as  of  the  date  of  closing.   Seller's
                    representations and warranties as to the financial condition
                    of the business shall survive closing.

               (l)  Compliance  with law.  Seller has not received any notice or
                    notification   from  any  court  or   governmental   agency,
                    authority  or  body  that  it is in  violation  of or not in
                    compliance with any foreign or domestic  (federal,  state or
                    local)  laws,  statutes,   ordinances,  rules,  regulations,
                    decrees,  orders, permits or other similar items (including,
                    but not limited to, those  relating to  occupational  safety
                    and   health,   employment   discrimination,   environmental
                    protection  and  conservation)  or that upon the  passage of
                    time it will be in violation of any of the foregoing. To the
                    best knowledge of Seller,  the conduct of business by Seller
                    on the date hereof and as of the  Closing  Date does not and
                    will not violate any foreign or domestic (federal,  state or
                    local)  laws,  statutes,   ordinances,  rules,  regulations,
                    decrees,  orders, permits or other similar items in force on
                    the date hereof that full compliance  therewith would have a
                    material adverse effect on the business,  assets,  condition
                    (financial or otherwise) or prospects of Seller. There is no
                    present or pending  zoning or use  restriction  known to the
                    Seller that adversely  affects the Practice now conducted or
                    presently proposed to be conducted by Seller.

               (m)  The Medicare and  Medicaid  Programs.  Seller is eligible to
                    receive payment under Title XVIII of the Social Security Act
                    as a Part B provider, under Title XI of such Act and the New
                    York  Medicaid  State Plan.  Seller has timely  filed,  in a
                    complete and correct manner,  all requisite claims and other
                    reports  required to be filed in  connection  with all state
                    and federal Medicare and Medicaid  programs due on or before
                    the date  hereof.  There  are no  claims,  actions,  payment
                    reviews,  or  appeals  pending  or to the  best of  Seller's
                    knowledge,   threatened  before  any  commission,  board  or
                    agency, including,  without limitation,  any intermediary or
                    carrier,  the  Administrator  of the Health  Care  Financing
                    Administration, or the New York Department



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<PAGE>



                    of Health and rehabilitative  Services or any other state or
                    federal  agency  with  respect to any  Medicare  or Medicaid
                    claims filed on or before the Closing or Program  compliance
                    matters,  which would  adversely  affect the  Practice,  the
                    operation  of  the  Practice  or  the  consummation  of  the
                    transactions  contemplated  hereby.  No validation review or
                    program  integrity  related  to  the  Business  (other  than
                    normal,   routine   reviews)  has  been   conducted  by  any
                    commission,  board or agency in connection with the Medicare
                    or Medicaid  program,  and no such  reviews  are  scheduled,
                    pending  or, to the best of Seller's  knowledge,  threatened
                    against  the   Practice,   Dr.   Saadeh  or  Seller  or  the
                    consummation of the transactions contemplated hereby.

               (n)  Fraud and Abuse.  Neither  Seller nor persons  and  entities
                    providing   professional  services  for  the  Practice  have
                    engaged in any activities  which are prohibited under U.S.C.
                    Sec. 1320a - 7b or the  regulations  promulgated  thereunder
                    pursuant to such  statutes,  or any other  related  state or
                    local statutes and  regulations,  or which are prohibited by
                    Rules of Professional Conduct,  including but not limited to
                    the following:

                    (a)  knowingly and willfully  making or causing to be made a
                         false statement or representation of a material fact in
                         any application for any benefit or payment;

                    (b)  knowingly  and  willfully  making or causing to be made
                         any false  statement  or  representation  of a material
                         fact for use in  determining  rights to any  benefit or
                         statement or  representation of a material fact for use
                         in determining rights to any benefit or payment;

                    (c)  failing to  disclose  knowledge  by a  claimant  of the
                         occurrence  of  any  event  affecting  the  initial  or
                         continued  right to any benefit or payment on its,  his
                         or her own behalf or on behalf of another,  with intent
                         to fraudulently secure such benefit or payment; and

                    (d)  knowingly  and  willfully  soliciting  or receiving any
                         remuneration,  kickback,  bribe or rebate,  directly or
                         indirectly, overtly or covertly, in cash or in kind, or
                         offering to pay or receive such  remuneration in return
                         for (a)  referring  an  individual  to a person for the
                         furnishing or arranging for the  furnishing of any item
                         or service for which payment may be made in whole or in
                         part  by  Medicare  or  Medicaid,  or  (b)  purchasing,
                         leasing or ordering,  or arranging for or  recommending
                         purchasing,  leasing or ordering,  any goods, facility,
                         service or item for which  payment may be made in whole
                         or in part by Medicare or Medicaid.

               (o)  Legal Compliance. To the best of Seller's knowledge,  Seller
                    and its respective  employees and  shareholders,  including,
                    but not limited to, Dr.



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                    Saadeh,  have  not  engaged  in  any  activities  which  are
                    prohibited  under  Section  1320a  - 7B of  Title  42 of the
                    United   States   Code   or  the   regulations   promulgated
                    thereunder,   or  related   state  or  local   statutes   or
                    regulations,   or   which   are   prohibited   by  rules  of
                    professional  conduct,  including,  but not  limited to, the
                    following: (i) knowing and willfully making or causing to be
                    made any false statement or  representation of a fact in any
                    application for any benefit or payment;  (ii) any failure by
                    a claimant to disclose  knowledge of the  occurrence  of any
                    event  affecting  the  initial  or  continued  right  to any
                    benefit  or  payment  on their  own  behalf  or on behalf of
                    another, with the intent to fraudulently secure such benefit
                    or payment;  and (iii) knowingly and willfully soliciting or
                    receiving any remuneration (including any kickback, bribe or
                    rebate),  directly or  indirectly,  overtly or covertly,  in
                    cash  or in  kind,  or  offering  to  any  to  receive  such
                    remuneration  (a) in return for referring an individual to a
                    person for the furnishing or arranging for the furnishing of
                    any item or service  for which  payment may be made in whole
                    or in part by the Medicare or Medicaid  programs,  or (b) in
                    return for purchasing, leasing or ordering, or arranging for
                    or recommending purchasing,  leasing or ordering, any goods,
                    facility,  service or item for which  payment may be made in
                    whole or in part by the  Medicare or Medicaid  programs.  To
                    the best of Seller's  knowledge,  no  physician  or physical
                    therapist  currently employed by or acting as an independent
                    contractor  for  Seller  (a) has had his or her  license  to
                    practice medicine in any jurisdiction  denied,  surrendered,
                    limited,  suspended,  revoked  or  subject  to  probationary
                    conditions   or  is  subject  to  any  pending   proceedings
                    regarding  any of the  foregoing,  (b)  has  had  his or her
                    federal  or  state  Drug   Enforcement   Agency   controlled
                    substance authorization denied, revoked, suspended,  reduced
                    or not renewed or has been subject to institution  of, or is
                    subject to any  pending,  proceedings  regarding  any of the
                    foregoing,  (c) has had his or her  membership  in any local
                    state  or   national   medical   professional   society   or
                    organization revoked, suspended or not renewed or is subject
                    to any pending  proceedings  regarding any of the foregoing,
                    (d) has  received  treatment  for  alcoholism,  drug  abuse,
                    sexual misconduct or psychiatric disorders,  or (e) has been
                    the subject of  administrative  sanctions or been  suspended
                    from or lost  eligibility  for  participating  in  Medicare,
                    Medicaid or other governmental or  non-governmental  medical
                    insurance programs, or is subject to any pending proceedings
                    regarding any of the foregoing.

At the closing  Seller shall execute and deliver an affidavit  setting forth the
above representations.

8.  REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.  Purchaser  represents  and
warrants to Seller as follows:

        (a)    Purchaser is a professional  corporation organized under the laws
               of New York,  and is duly qualified to do business in New York as
               a physical therapy practice



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               and as a physical medicine practice. Purchaser has full power and
               authority  to  carry  out  and  perform  its   undertakings   and
               obligations  as provided  herein.  The  execution and delivery by
               Purchaser  of  this  Agreement  and  the   consummation   of  the
               transaction  contemplated herein have been duly authorized by the
               Board of  Directors of  Purchaser  and will not conflict  with or
               breach any  provision  of the  Certificate  of  Incorporation  or
               Bylaws of Purchaser. No further action or approval,  corporate or
               otherwise,  is required in order to constitute this Agreement the
               binding and enforceable obligation of Purchaser.

        (b)    No action, approval, consent or authorization, including, without
               limitation any action, approval,  consent or authorization of any
               governmental or  quasi-governmental  agency,  commission,  board,
               bureau  or   instrumentality,   is  necessary  for  Purchaser  to
               constitute this Agreement the binding and enforceable  obligation
               of  Purchaser  or to  consummate  the  transactions  contemplated
               hereby.

9.  CONDITIONS TO CLOSING.  The  obligations of Purchaser to Close hereunder are
subject of the following conditions:

        (a)    All of the terms, covenants and conditions to be complied with or
               performed by Seller under this Agreement on or before the Closing
               shall  have  been  complied  with or  performed  in all  material
               respects.

        (b)    All  representations  or  warranties of Seller herein are true in
               all   material   respects   as  of   the   Closing   Date.   Such
               representations and warranties shall also survive Closing.

        (c)    The  results  of a  financial  audit  shall be  satisfactory,  as
               required by Purchaser.

        (d)    All Assets shall be in good working  order,  as  applicable,  and
               have been calibrated within the past twelve (12) months.

        (e)    On the  Closing  Date,  there  shall be no liens or  encumbrances
               against the Assets.

        (f)    The Practice has been  conducted  only in the ordinary  course of
               business.  No contracts or purchase  agreements/orders  will have
               been entered into, other than in the ordinary course of business.
               No  expenditures  or credit purchase will be made by Seller other
               than in the ordinary course of business.

        (g)    Seller, and his  representatives,  and advisors will supply, upon
               request by  Purchaser  and its  representatives,  such  pertinent
               information  as may be required by  Purchaser in order to conduct
               its due  diligence  survey  of  Seller.  It is  agreed  that  any
               documents or information provided hereunder shall be kept in full
               and complete confidence.

        (h)    Peter B. Saadeh,  M.D.  will agree to be employed by Purchaser as
               evidenced  by  an  Employment   Agreement   satisfactory  to  the
               Purchaser to be signed at Closing



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<PAGE>



               (or thereafter as agreed to by the parties),  whereby Saadeh will
               serve as a medical  practitioner of the purchased facility.  Such
               employment term shall be a minimum of six months.

        (i)    Ginette   Saadeh  will  be  employed   by   Purchaser   on  terms
               satisfactory to the Purchaser as an Assistant  Practice  Manager,
               at a  salary  of  $50,000  per  annum  for six (6)  months  or as
               mutually  agreed  upon  consistent  with fair  market  rates,  as
               evidenced by an Employment  Agreement to be signed at closing (or
               thereafter as agreed to by the parties).

        (j)    Purchaser  shall secure a  satisfactory  Lease  Agreement for the
               Practice for a term of at least four (4) years.

        (k)    The Board of Directors of the  Purchaser  will have  reviewed the
               transaction  and  the  deal  documents  and  deemed  them  to  be
               satisfactory.

        (l)    All  Schedules and Exhibits  shall have been  completed by Seller
               and deemed satisfactory by Purchaser.

If  this  Agreement  is  terminated  because  any of the  above  have  not  been
satisfied,  which  each party  shall the right to do,  Seller  shall  return any
payments  or  deposits  made by  Purchaser  on  account of the  purchase  price,
whereupon all rights of Purchaser hereunder and to the Practice shall terminate,
and neither Seller nor Purchaser  shall have any further claim against the other
hereunder.


10.  RESTRICTIVE  COVENANT  NOT TO COMPETE.  Except as set forth in Schedule 10,
     Seller  will not,  for a period of four (4) years from the date of closing,
     either directly or indirectly,  engage in the practice of physical medicine
     or physical therapy or related services,  within lower Westchester  County,
     NY (up to and including latitude of White Plains, NY), Fairfield County, CT
     and within a ten (10) mile  radius of  Seller's  current  address as listed
     herein.  Seller shall execute at Closing,  such  documents as will evidence
     this surviving provision.  To the extent a court of competent  jurisdiction
     determines this provision to be excessively restrictive,  the parties agree
     to abide by any modification acceptable to such court.

11.  INDEMNIFICATION.  Each  party  hereto  shall  indemnify  and hold the other
     parties  harmless from and against all liability,  claim,  loss,  damage or
     expense,  including reasonable  attorneys' fees, incurred or required to be
     paid by such other parties by reason of any breach or failure of observance
     or performance of any representation, warranty, covenant or other provision
     (including  lists and  Exhibits) of this  agreement  by such party.  Seller
     shall  indemnify and hold Purchaser  harmless  against all actions,  suits,
     proceedings,  judgments,  costs and expenses  incurred by or levied against
     Purchaser,  due to Seller's  prior  acts,  omissions,  negligence  or other
     wrongful  conduct,  or the  operation  of the  Practice  prior to  Closing.
     Purchaser  shall  indemnify and hold Seller  harmless  against all actions,
     suits,  proceedings,  judgments,  costs and expenses  incurred by or levied
     against



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<PAGE>



     Seller,  due to Purchaser's acts,  omissions,  negligence or other wrongful
     conduct, or the operation of the Practice after Closing.

12.  RISK OF  LOSS.  The  risk of loss to the  Assets  of the  business  and the
     Practice,  until  Closing is assumed  and shall be borne by Seller.  Seller
     agrees to keep all of his Assets fully insured against any loss,  either by
     fire, theft or casualty, to the date of Closing. In the event that prior to
     Closing such Assets are totally or substantially damaged by reason of fire,
     theft, casualty, or breakage,  Seller will repair or replace such Assets at
     or prior to Closing or Purchaser may, in its sole discretion  terminate the
     within  transaction.  In such case,  all money  heretofore  deposited  with
     Seller or Seller's  representative  shall be refunded to Purchaser  and the
     parties  shall be released  from any further  liability  hereunder.  If the
     Purchaser  elects  to  consummate  this  transaction  despite  such loss or
     damage,  it may do so by paying  the  purchaser  price  set  forth  herein,
     reduced by any insurance proceeds received by Seller.

13.  BROKERAGE. The parties hereto represent and warrant to each other that they
     have not dealt with any broker or finder in connection  with this agreement
     other than Gary Weissen.  Seller shall be solely  responsible for and shall
     pay at closing all commission,  fees,  expenses and charges due or owing to
     the Broker in  connection  with this  transaction,  pursuant  to a separate
     agreement between the Seller and Broker. Seller shall indemnify, defend and
     hold Purchaser harmless from and against any loss, cost, expense,  claim or
     liability  (including,  without  limitation,  reasonable  attorney's  fees)
     arising  under or in  respect  of any claim by any person or entity for any
     commission,  fee or expense in respect of the  transaction  contemplated by
     this   Agreement.   The  provisions  of  this  Article  shall  survive  the
     expiration, termination or cancellation of this Agreement, but shall not be
     construed as a covenant for the benefit of any third party.

14.  NOTICES.  All  notices,   demands  and  other  communications  required  or
     permitted to be given  hereunder shall be in writing and shall be deemed to
     have been properly given if delivered by hand or by registered or certified
     mail, return receipt requested, with postage prepaid, to Seller's Attorney,
     Donald A. Anderson,  900 Hicksville  Road,  Massapequa,  NY, 11758,  and to
     Buyer's  attorney.  The  respective  attorneys  for the parties  hereby are
     authorized to give notice  required or permitted  hereunder and to agree to
     adjustments of the closing.

15.  SURVIVAL. The representations, warranties and covenants contained herein or
     in  any  document,   instrument,   certificate  or  schedule  furnished  in
     connection herewith shall survive the delivery of me Bill of Sale and shall
     continue in full force and effect after the  closing,  except to the extent
     waived in writing.

16.  FURTHER  ASSURANCES.  In connection with the  transactions  contemplated by
     this  Agreement,  the parties  agree to execute and  deliver  such  further
     instruments  and to  take  such  further  actions,  as  may  be  reasonably
     necessary  or  proper  to  effectuate   and  carry  out  the   transactions
     contemplated in this Agreement.




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<PAGE>



17.  CHANGES  MUST BE IN  WRITING.  No delay or  omission  by  either  Seller or
     Purchaser in  exercising  any right shall operate as a waiver of such right
     or any other right.  This Agreement may not be altered,  amended,  changed,
     modified, waived or terminated in any respect or particular unless the same
     shall be in writing signed by the party to be bound. No waiver by any party
     of any breach hereunder shall be deemed a waiver of any other or subsequent
     breach.

18.  CAPTIONS AND EXHIBITS.  The captions in this Agreement are for  convenience
     only  and  are not to be  considered  in  construing  this  Agreement.  The
     Exhibits  annexed to this Agreement are an integral part of this Agreement,
     and where there is any reference to this  Agreement,  it shall be deemed to
     include said Exhibits.

19.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of New York.

20.  BINDING  EFFECT.  This  Agreement  shall be  binding  upon and inure to the
     benefit  of the  parties  hereto  and their  respective  heirs,  executors,
     administrators, successors and assigns.

21.  CANCELLATION.  Purchaser reserves the right to cancel this Agreement at any
     time prior to Closing,  without  penalty,  if any  negative  disclosure  is
     discovered  regarding Sellers, or the Assets, which would materially affect
     the value of Assets. Purchaser's right to cancel under this provision shall
     be null and void subsequent to actual closing.

22.  CONFIDENTIALITY. Each party acknowledges and agrees that any information or
     data it has acquired from the other party,  not  otherwise  properly in the
     public domain, was received in confidence.  Each party hereto agrees not to
     divulge,  communicate or disclose,  except as may be required by law or for
     the  performance of this Agreement  (including  conducting due diligence or
     notifying a party's lender) or use to detriment of the disclosing  party or
     for the benefit of any other  person or persons,  or misuse in any way, any
     confidential  information  of the disclosing  party  concerning the subject
     matter  hereof,  including any trade or business  secrets of the disclosing
     party and any  technical  or  business  materials  that are  treated by the
     disclosing  party  as  confidential  or  proprietary,   including   without
     limitation  information (whether in written, oral or machine readable form)
     concerning:   general  business  operations:  methods  of  doing  business,
     servicing clients,  client relations,  and of pricing and making charge for
     services and products; financial information,  including costs, profits and
     sales;  marketing  strategies;  business  forms  developed  by or  for  the
     disclosing  party;  names of  suppliers,  personnel,  clients and potential
     clients; negotiations or other business contacts with suppliers, personnel,
     clients and  potential  clients;  form and content of bids,  proposals  and
     contracts; the disclosing party's internal reporting methods; technical and
     business  data  and  documentation  software  programs,  however  embodied;
     diagnostic  techniques;  and  information  obtained  by  or  given  to  the
     disclosing party about or belonging to third parties.

23.  ARBITRATION.  In the event of any dispute arising out of or related to this
     Agreement,  such dispute shall be resolved by  arbitration in New York, New
     York,  under  the  rules  of  the  American  Arbitration  Association  then
     obtaining.



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<PAGE>




24.  OFFSET PROVISIONS.  Notwithstanding  any other provisions of this Agreement
     or any other agreement  referenced  herein or contemplated  hereby,  in the
     event  Seller  becomes  obligated  to pay sums to  Purchaser  or any of the
     documents or agreements  referenced herein or contemplated  hereby (whether
     as a result of indemnity, breach of contract or otherwise), Purchaser shall
     be entitled to, and shall have the right to, reduce and offset payments due
     pursuant to this Agreement or any of the documents or agreements referenced
     herein or contemplated hereby.

25.  ADJUSTMENT OF PURCHASE  PRICE.  The purchase price shall be adjusted on the
     Closing  Date (i) to reduce the purchase  price by the amount  allocated to
     any  damaged or  destroyed  Assets;  (ii) to  account  for a  proration  of
     personal  property  taxes on the Assets and for any deposits held by Seller
     on the Closing Date; and (iii) to pay the Seller the amount of any utility,
     rental and similar deports of Seller held by others that are transferred to
     Purchaser.  Three (3) business days prior to the Closing Date,  Seller will
     provide  Purchaser  with a statement  of  adjustments  showing all proposed
     adjustments to the purchase  price,  which  statement of  adjustments  will
     include all reasonable back up documentation for the proposed  adjustments.
     Purchaser and Seller will work to finalize all required  adjustments  prior
     to the  Closing  Date.  Nothing in this  Section  shall limit the rights to
     terminate this Agreement.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement the date first
above written.

                                    SELLER:

                                    By:   /s/ PETER B. SAADEH
                                        ------------------------------------
                                           Peter B. Saadeh, M.D.


                                    PURCHASER:

                                    STERNCO MANAGEMENT, INC.
                                    As authorized representative of Oak Tree
                                    Medical Systems, Inc.


                                    By:   /s/ FRED STERNBERG
                                        ------------------------------------
                                    Name: Fred Sternberg
                                    Title: President


                                    By:   /s/ GARY DANZIGER
                                        ------------------------------------
                                           Gary Danziger
                                           Secretary
                                           Oak Tree Medical Practice, P.C.




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