OAK TREE MEDICAL SYSTEMS INC
S-8, EX-10.5, 2000-11-17
HEALTH SERVICES
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                          EMPLOYMENT AND FEE AGREEMENT

     THIS  AGREEMENT  made this 27th day of September,  2000, by and between OAK
TREE MEDICAL SYSTEMS, INC. (hereinafter "CLIENT") with a mailing address of 2797
Ocean  Parkway,  Brooklyn,  NY 11235 and telephone  number of (718) 769-6042 and
RICHARD P. GREENE, P.A., (hereinafter ATTORNEY).

         1.  CLIENT  retains  ATTORNEY  to  represent  CLIENT as Attorney at Law
regarding  Corporate/Securities  related  matters and  authorizes  and  empowers
ATTORNEY  to do all  things  reasonably  necessary  to  complete  corporate  and
securities  transactions  with CLIENT'S  consent (other than in connection  with
capital  raising  transactions)  and agrees to retain  attorney for the services
rendered on the following terms and conditions:

         a.     On the basis of the time expended by ATTORNEY,  a retainer shall
                consist  of 10,000  shares of common  stock of Oak Tree  Medical
                Systems, Inc. All referenced shares shall be registered pursuant
                to a Registration Statement on Form S-8.

         b.     CLIENT shall also be responsible  for costs incurred  including,
                but not limited  to, long  distance  phone  calls,  transcripts,
                photocopies,  postage,  filing  fees,  and  costs  of  newspaper
                publications.  Advanced  costs that are not expended  during the
                course of the representation are to be returned to the client at
                the conclusion of the representation, unless ATTORNEY and CLIENT
                agree otherwise in writing.

         2.  ATTORNEY will render a final  statement  for services  rendered and
costs incurred.  If CLIENT  disagrees with any charge for fees or costs,  CLIENT
must notify  ATTORNEY in writing within ten (10) days after the date of mailing.
Otherwise,  all charges are agreed by CLIENT to be approved  and  accepted.  All
bills are due when rendered.

         3. CLIENT  understands  and agrees that  ATTORNEY has made no guarantee
regarding  the  successful  outcome or  termination  of the  engagement  and all
expressions pertaining thereto are matters of opinion. Should it be necessary to
institute  legal  proceedings  for the  collection of any part of the ATTORNEY'S
compensation  or costs as set forth above,  then CLIENT  agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.

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

ACCEPTED:

Richard P. Greene, P.A.                     Oak Tree Medical Systems, Inc.
By:/s/ Richard P. Greene                   By:  /s/ Simon Boltuch
     ------------------------------         -----------------------------------
     ATTORNEY                                        Simon Boltuch, CEO


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