OAK TREE
Medical Systems, Inc.
P.O. Box 313, Woodmere, NY 11598
Tel: (718) 769-6042
Fax: (718) 769-6447

July 19, 2000

Timothy Stoakes
12 Windsor Square
Exmouth Devon, EX81JX
ENGLAND

This letter sets forth the terms and conditions  upon which Timothy Stoakes (the
"Consultant")  will act as a public  relations  consultant  to Oak Tree  Medical
Systems, Inc. (the "Company").

1.       Scope of Engagement  Consultant will act as a public relations  advisor
         and  consultant  to the Company  outside the United States and, in such
         capacity,  will  perform  such  public  relations  services as shall be
         appropriate to acquaint the financial  community with the Company,  its
         business and prospects.

2.       Responsibilities  and Services Provided  With respect to  the scope  of
         assignment and at  all  times subject  to Section  7 hereof, Consultant
         will:

                  a.       Familiarize  itself  with the  business,  operations,
                           management, financial condition, and future prospects
                           of the Company;
                  b.       Meet  and communicate  concerning  the  Company  with
                           brokers,  dealers,  financial  advisors,  publicists,
                           investors   and   other   members  of  the  financial
                           community;
                  c.       Arrange meetings and  other avenues  of communication
                           between the Company's  executives and  members of the
                           financial community; and
                  d.       Advise  the Company on  the formulation,  preparation
                           and delivery  of its   presentations to the financial
                           community.

3.       Compensation to Consultant   As compensation for Consultant's services,
         the Company agrees to grant Consultant options to  acquire an aggregate
         of  150,000  shares of Common Stock  at an exercise  price of $0.60 per
         share,

         The options  granted hereby shall be immediately  exercisable and shall
         expire  on  the  first  anniversary  of the  date  hereof,  and  may be
         exercised in whole or in part on a  "cashless"  basis at any time prior
         to the  expiration  of the  Options.  The  Company  shall  use its best
         efforts  to file with the SEC,  no later than  September  15,  2000,  a
         registration statement on any applicable  registration form registering
         the shares of Common Stock issuable upon the exercise of the Options .

4.       Reimbursement of Expenses The Company agrees to reimburse Consultant on
         a monthly basis for all  reasonable  out-of-pocket  expenses which have
         been pre-approved.



<PAGE>


5.       Terms of Engagement  The agreement of Consultant  pursuant to the terms
         of this Letter  Agreement  shall be  effective  commencing  on the date
         hereof and shall  continue  until the first  anniversary of the date of
         this Letter  Agreement;  provided that the Company may  terminate  this
         Letter Agreement at any time, for any reason,  by giving 60 days, prior
         written notice of such termination to Consultant.

6.       Confidentiality Each of the parties agrees to keep any information with
         respect to each other and this agreement  confidential and not make use
         thereof  except  as may  be  required  by  applicable  law or  judicial
         process. Each party will not be identified or referred to in any public
         release  or  communication  prepared  by  either  party or any of their
         affiliates  or  associates  without  the other  party's  prior  written
         consent.

7.       Company's Obligations The Company will continuously and timely appraise
         Consultant of material matters relevant to the Company's business.

         The Company recognized, agrees and confirms that Consultant (i) will be
         using  and  relying  on  information  available  from the  Company  and
         generally recognized public sources (the "information"), without having
         independently   verified   the  same,   and;   (ii)  does  not   assume
         responsibility for the accuracy of completeness of the information. The
         Company will, in addition to any duties of indemnification set forth in
         this Letter Agreement,  indemnify and hold Consultant  harmless for any
         claim,  suit  or  judgement  arising  out  of  Consultant's  use of any
         information  concerning  the  Company  furnished  by the Company to the
         Consultant.

8.       Limitation of  Liability;  indemnification  In performing  its services
         under this  agreement,  neither  Consultant nor any officer,  director,
         employee, shareholder,  attorney, or agent of Consultant will be liable
         to the Company or its creditors for errors or judgment or for any other
         acts, except for acts of negligence of Consultant.

         Notwithstanding  anything  contained in this Letter  Agreement,  in the
         event that Consultant incurs any liability or obligations in connection
         with the performance of its services under this Letter  Agreement,  the
         Company  shall  indemnify  Consultant  for  all  of  such  liabilities,
         obligations, expenses, or costs arising therefrom, including reasonable
         legal fees incurred by Consultant, except for (i) actions of Consultant
         which  have  not  been  authorized  by the  Company  and  (ii)  acts of
         negligence of Consultant.

9.       Relation  of the  Parties  Nothing in this  Letter  Agreement  shall be
         constructed to place  Consultant and the Company in the relationship of
         partners or joint  ventures.  Neither  Consultant nor the Company shall
         represent itself as the agent or legal  representative of the other for
         any  purpose   whatsoever.   Consultant,   in  performing  its  service
         hereunder, shall at all times be an independent contractor.

10.      Miscellaneous   Notwithstanding  anything  to  the  contrary  contained
         herein, the provisions concerning confidentiality,  indemnification and
         the Company's  obligations to reimburse  expenses obtained herein shall
         survive any expiration or termination of Letter  Agreement.  The Letter
         Agreement may not be amended or construed in  accordance  with the laws
         of the State of New York without  reference to  principles of conflicts
         of the law thereof.



<PAGE>


If the  foregoing  conforms to your  understanding,  please  sign,  and date and
return to us the enclosed copy of this copy of this letter.

Very truly yours,

Oak Tree Medical Systems, Inc.

/s/ Simon Boltuch                               /s/ Timothy Stoakes
-------------------------------------      -------------------------------------
Simon Boltuch                                       Timothy Stoakes
Chief Financial Officer