OFFICER AND DIRECTOR COMPENSATION PLAN

         This Officer and Director  Compensation Plan ("Plan") is made effective
as of the 26th day of  October,  2000,  by OAK TREE  MEDICAL  SYSTEMS,  INC.,  a
Delaware  corporation  ("Company"),   for  various  Officers  and  Directors  as
designated by the Board ("Participants").

                                R E C I T A L S:

         Pursuant to a Special  Meeting of the Board of  Directors,  the Company
wishes to grant,  and the Officers and Directors wish to receive as compensation
for employment and director services to the Company,  a total of 470,000 options
("Options")  of the common stock of the Company,  all pursuant to the provisions
set forth herein;

         NOW,  THEREFORE,  in consideration of the sum of Ten ($10.00)  Dollars,
premises,  mutual promises,  covenants,  terms and conditions  herein, and other
good and  valuable  considerations,  the  receipt and  sufficiency  of which are
hereby acknowledged by the parties, the parties agree as follows:

         1.       Grant of Options.  The Company  hereby grants  to the Officers
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and Directors the following  Options to acquire  common stock (the  "Shares") in
the Company.

         2.       Services.
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                           Scott Rosenblum                     330,000
                           Maxwell Rabb                         30,000
                           Henry Dubbin                         30,000
                           Fred Singer                          30,000
                           Jerry Klepner                        30,000
                           Simon Boltuch                        20,000

                  Directors  shall be  entitled  to receive  30,000  Options for
serving on the Company's  board of directors.  In addition,  Scott Rosenblum and
Simon  Boltuch  are  entitled  to  receive  300,000  shares  and  20,000  shares
respectively  of the Company's  common stock for services  rendered on behalf of
the Company, none of which have been or will be in connection with the direct or
indirect promotion or maintenance of the Company's market.

         3.       Compensation.  The Officers and Directors agree the Shares are
                   ------------
valued at $.68  each. The  services rendered  by the Officers  and Directors are
deemed to be equal in value to the Options and for Shares received hereby.

         4.       Registration or  Exemption.  Notwithstanding anything  to  the
                    -------------------------
contrary contained herein,  the Options and/or  Shares may not be  issued unless
the Options and Shares underlying the Options and Shares are registered pursuant
to the Securities Act of 1933, as amended ("Act").

         5. Delivery of Shares. The Company shall deliver,  subject to the terms
and conditions of this Plan, to each Officer and Director as soon as practicable
a certificate  representing  the Shares.  Each Officer and Director agrees to be
bound by the terms and  conditions  under the Plan by accepting  delivery of the
Shares and any other terms individually agreed to in writing by the parties.


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         6.       Company's Rights.  The existence of the Options, Shares and/or
                    ----------------
this Plan shall not affect  in any way the rights of the Company to  conduct its
business.

         7.       Disclosure.  Each Officer and  Director agrees to having  read
                  ----------
and  fully considered  the disclosures  under Exhibit  "A"  attached  hereto and
incorporated herein by reference.


         8.       Amendments. This Plan may not be amended unless by the written
                   ----------
consent of Board.


         9.       Governing Law.  This Plan shall be governed by the laws of the
                  -------------
State of Florida, and the sole  venue for any action  arising hereunder shall be
Broward County, Florida.

         10.      Binding Effect.  This  Plan shall  be binding upon and for the
                  --------------
benefit of the parties hereto and their respective  heirs, permitted successors,
assigns and/or delegates.

         11.      Captions.  The captions  herein are for  convenience and shall
                   --------
not control the interpretation of this Plan.


         12.      Cooperation.  The  parties  agree to execute  such  reasonable
                     -----------
necessary  documents upon  advice of  legal counsel  in order  to carry  out the
intent and purpose of this Plan as set forth hereinabove.

         13.  Gender  and  Number.   Unless  the  context  otherwise   requires,
references  in this Plan in any gender  shall be  construed to include all other
genders,  references  in the singular  shall be construed to include the plural,
and references in the plural shall be construed to include the singular.

         14.      Severability.   In the event any one or more of the provisions
                   ------------
of   this  Plan  shall  be  deemed  unenforceable  by  any  Court  of  competent
jurisdiction for any reason whatsoever,  this Plan shall be construed as if such
unenforceable provision had never been contained herein.

        By Order of the Board of Directors this 26th day of October 2000.
                                                ---------   -------------



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                                   EXHIBIT "A"


Plan Information

A.       General Plan Information

         1. The  title of the Plan is:   Officer and  Director Compensation Plan
("Plan")  and the name  of the registrant  whose securities  are  to be  offered
pursuant to the Plan is Oak Tree Medical Systems, Inc. ("Company").

         2. The general  nature and purpose of the Plan is to grant Officers and
Directors a total of 470,000  Options  and/or  Shares of the common stock of the
Company as compensation for employment and board of director services which were
rendered and are to be rendered in the future to the Company.

         3. To the best of Company's  knowledge,  the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of 1974.

         4. The Company shall act as Plan Administrator.  The Company's  address
and  telephone  number are:   375  Passaic Avenue,  Fairfield,  New Jersey 07004
(973) 439-1911. The Company,  as administrator of the Plan, will merely issue to
the Employees  and Consultants shares  of common stock  pursuant to the terms of
the Plan.

B.       Securities to be  Offered.  Pursuant to the terms of the Plan,  470,000
         ------------------------
Options and/or Shares of the Company's common stock will be offered.

C.       Officers and Directors Who May  Participate in the Plan.  Officers  and
         ------------------------------------------------------
Directors are the participants in this Plan. Officers and Directors are eligible
to receive  the securities  provided the securities have  been registered or are
exempt  from registration  under the  Securities Act  of 1933,  as amended  (the
"Act").

D.       Purchase  of Securities  Pursuant to the Plan.  The Company shall issue
         -------------------------------------------
and  deliver the  underlying securities  to Officers and  Directors as  soon  as
practicable.  In  the  case  of Options,  shares  will  be  delivered  within  a
reasonable time from the exercise thereof.

E.       Resale Restrictions.  Officers and Directors, after receipt of the
         -------------------
Options  and/or  Shares,   may assign,  sell,  convey or otherwise  transfer the
securities received, subject to the requirements of the Act.

F.       Tax   Effects  of  Plan  Participation.  The  Officers  and   Directors
         ---------------------------------
Compensation Plan is not  qualified under  Sec. 401 of the Internal Revenue Code
of 1986, as amended.

G.       Investment of Funds.  Not applicable

H.       Withdrawal  from  the Plan;   Assignment  of  Interest.  Withdrawal  or
         ------------------------------------------------
termination as to the Plan may occur upon mutual written consent of the parties.
Officers and Directors have the right to assign  or hypothecate their respective
interests in the Plan subject to Plan provisions.



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I.       Forfeitures and Penalties.  Not applicable

J.       Charges and Deductions and Liens Therefore.  Not applicable
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Registrant Information and Plan Information

Registrant,  upon oral or  written  request by  Officers  and  Directors,  shall
provide,  without  charge,  the documents  incorporated by reference in Part II,
Item 3 of Company's Form S-8  Registration  Statement for the securities as well
as any other documents  required to be delivered pursuant to SEC Rule 428(b) (17
CFR Section  230.428(b)).  All requests are to be directed to the Company at the
address provided in paragraph A.4. above.