MEDICAL INDUSTRIES OF AMERICA INC, S-8, 1997-11-06

MEDICAL INDUSTRIES OF AMERICA INC
S-8, 1997-11-06
MEDICAL LABORATORIES

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SECURITIES AND EXCHANGE COMMISSION

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MEDICAL INDUSTRIES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 65-0158479
(State or other jurisdiction of (IRS Employer Number)
incorporation or organization)

1903 S. CONGRESS AVE
SUITE 400
BOYNTON BEACH, FL 33426
(Address of Principal Executive Offices) (Zip Code)

AGREEMENTS WITH CONSULTANTS
(Full title of the Plan)

C/O MEDICAL INDUSTRIES OF AMERICA, INC.
(Name and address of agent for service)
(561) 737-2227
(Telephone number, including area code, of agent for service)
----------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED FEE REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFICE PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 157,000 $1.90 $298,300 $90.40
NO PAR VALUE SHARES
====================================================================================================================
</TABLE>
1) PURSUANT TO RULE 457, ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE, AND COMPUTED IN ACCORDANCE WITH THE AVERAGE OF LAST SALE
PRICES OF THE COMMON STOCK FOR THE FIVE (5) TRADING DAYS PRIOR TO AND INCLUDING
NOVEMBER 4, 1997, AS REPORTED BY
NASDAQ.
<PAGE>
PART I

ITEM 1- PLAN INFORMATION

MEDICAL INDUSTRIES OF AMERICA, INC.
CONSULTING AGREEMENTS

The information set forth herein together with the documents annexed
hereto and made apart hereof and incorporated herein by reference relates to the
shares of common stock of Medical Industries of America, Inc. (the "Company") to
be issued to several Consultants to pay for services rendered to the Company by
said Consultants. The Consulting Agreements are as follows:

A) 10-1 Consulting Agreement made and entered into as of January 10, 1997
with Mirkin & Woolf, P.A., attorneys under which they would provide advice
and analysis to the Company in connection with mergers and acquisitions in
exchange for 15,000 shares of company common stock, no par value.

B) 10-2 Consulting Agreement made and entered into as of February 12, 1997
with Rosenman and Colin, LLP of New York City, involving their consulting
sources in matters involving business litigation and related matters as
well as offer assistance and advise the Company in joint venture
opportunities in exchange for 35,000 shares of company common stock, no
par value.

C) 10-3 Employment Agreement made and entered into as of July 19, 1995 with
John Dwyer for consulting services in exchange for 47,000 shares of
company common stock, no par value.

D) 10-4 Consulting Agreement made and entered into as of January 17, 1997
with Jones, Foster, Johnston & Stubbs under which they would provide,
advice and analysis to the Company in connection with business litigation
and related legal matters in exchange for 15,000 shares of company common
stock, no par value.

E) 10-5 Consulting Agreement made and entered into as of February 1, 1997
with Brewer & Pritchard, attorneys under which they would provide advice
and analysis to the Company in connection with mergers and acquisitions in
exchange for 5,000 shares of company common stock, no par value.

F) 10-6 Consultant Agreement with Morton Schnessel made and entered into as
of February 18, 1997 under which, for a 180 day period Schnessel provides
consulting services to the walk- in clinics owned by the Company in
exchange for 40,000 shares of company common stock, no par value.
<PAGE>
ITEM 2- REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any document incorporated in this Registration Statement by reference,
except exhibits to such information, unless such exhibits are also expressly
incorporated by reference herein. Request for such information should be
directed to Medical Industries of America, Inc. , 1903 S. Congress, Suite 400,
Boynton Beach, Fl 33426, Attention: Corporate Secretary, telephone (561)
737-2227.

PART II

ITEM 3- INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

1. Annual Report on Form 10-KSB for the year ended December 31, 1996;

2. Quarterly Reports on Form 10-QSB for the quarterly periods ended
March 31, 1997 and June 30, 1997;

3. All documents subsequently filed by the Company pursuant to Sections
13(a),13(c), 14, or 15(d) of the Exchange Act, including but not
limited to, subsequently filed amendments to the above listed
documents and subsequently filed forms 10-KSB, 10-QSB, and 8-K,
prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modified or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information appearing in this Registration Statement is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in the immediately preceding statement.

ITEM 4- DESCRIPTION OF SECURITIES

Not applicable

ITEM 5- INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable
<PAGE>
ITEM 6- INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 607.0850 of the Florida Business Corporation Act grants
corporation the power to indemnify directors, officers, employees and agents in
accordance with the provisions thereof. The Registrants Articles of
Incorporation, as amended provide for indemnification of the registrants,
directors and officers to the fullest extent permissible under applicable law.

ITEM 7- EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8- EXHIBITS

The following are filed as exhibits to this Registration Statement:

EXHIBIT NO.
5 Opinion of Mirkin & Woolf, P.A.
10-1 Consulting Agreement of Mirkin & Woolf, P.A.
10-2 Consulting Agreement of Rosenman & Colin
10-3 Employment Agreement of John Dwyer
10-4 Consulting Agreement of Jones, Foster, Johnston & Stubbs, P.A.
10-5 Consulting Agreement of Brewer & Pritchard
10-6 Consulting Agreement of Morton Schnessel
23-1 Consent of Mirkin & Woolf, P.A. (included in Exhibit 5)
23-2 Consent of Grant Schwartz & Associates

ITEM 9- UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

i. To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and

iii. To include any additional or changed material
information with respect to the plan of distribution.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements, for filing on Form S-8 and has duly caused this
Registrant Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Boynton Beach, State of Florida this 5th day of
November, 1997.

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /S/ PAUL C. PERSHES
PAUL C. PERSHES
PRESIDENT
<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul C. Pershes, with full power to act,
as true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth and on the date indicated.

SIGNATURE TITLE DATE

/S/ MICHAEL F. MORRELL Chief Executive Officer August 25, 1997
Michael F. Morrell and Chairman of the Board

/S/ PAUL C. PERSHES President and Director August 25, 1997
Paul C. Pershes

/S/ GLEN BARBER Director August 25, 1997
Glen Barber

/S/ TERRY LAZAR Director August 25, 1997
Terry Lazar

/S/ THEODORE ORLANDO Director August 25, 1997
Theodore Orlando

/S/ A. RAZZAK TAI, M.D. Director August 25, 1997
A. Razzak Tai, M.D.

EXHIBIT 5
MIRKIN & WOOLF, P.A.
ATTORNEYS AT LAW SOUTH TRUST CENTER - SUITE 580
1700 PALM BEACH LAKES BLVD.
November 5, 1997 WEST PALM BEACH, FLORIDA 33401

PHONE 561-687-4460
FAX 561-687-3447
E-MAIL: [email protected]
Medical Industries of America, Inc.
1903 S. Congress Ave. #400
Boynton Beach, FL 33426

RE: MEDICAL INDUSTRIES OF AMERICA, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

We have represented the Company as special securities counsel from time to time.
You have requested our opinion with respect to the shares (the "Shares") of the
Company's common stock, no par value, included in the Company's registration
statement on Form S-8 (the "Registration Statement") filed with the U.S.
Securities and Exchange Commission contemporaneously herewith pursuant to the
Securities Act of 1933, as amended.

Our opinion has been prepared and is to be construed in accor- dance with the
Report on Standards for Florida Opinions dated April 8, 1991 by the Business Law
Section of The Florida Bar (the "Report"). The Report is incorporated by
reference into our opinion.

We have examined the original or certified copies of such records of the
Company, and such agreements, certificates of public officials, certificates of
officers or representatives of the Company and others, and such other documents
as we deem relevant and necessary for the opinion expressed herein.

In rendering the following opinion, we have made no assumptions other than those
set forth in the Report and in this opinion. We do not express any opinion
concerning any law other than the law of Florida and the federal law of the
United States.

Based on, and subject to the foregoing, we are of the opinion that the Shares
included in the Registration Statement, when issued and paid for as described in
the Registration Statement, will be validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the
Registration Statement.

Very truly yours,
/s/Marc Woolf
MIRKIN & WOOLF, P.A.

EXHIBIT 10-1
CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this 10th day of
January, 1997, by and between Mirkin & Woolf, P.A.with offices at 1700 Palm
Beach Lakes Blvd., West Palm Beach, FL 33401 ("Consultant") and Medical
Industries of America, Inc., a Florida corporation with its principal office at
1903 South Congress Avenue, Boynton Beach, Florida 33426 ("Client").

WHEREAS, Consultant has experience in providing corporate and securities
advice for emerging private and public companies; and

WHEREAS, Client has retained and desires to continue to retain the
services of Consultant and Consultant desires to serve Client on the terms and
conditions set forth below.

NOW THEREFORE, in consideration of the mutual promises contained herein,
the benefits to be derived by each party hereunder, and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledge, Consultant and Client agree as follows:

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective as of January 10, 1997 and continuing
through the Initial Consulting Period (as defined below).

A. Providing advice and analysis to Client in connection with
mergers, acquisitions and other strategic business opportunities.
<PAGE>
B. Assist Client with matters relative to regulatory agencies, i.e.
United States Securities and Exchange Commission ("SEC"), National Association
of Securities and Exchange Commission ("SEC"), National Association of
Securities Dealers ("NASD"), Florida Division of Securities ("FDS"), etc.
including filings, disclosure, press releases, listing requirements and the
like.

C. Assist Client in negotiating joint venture opportunities.

3. TERM. This Agreement shall be terminable at will by either party. In
the event of termination pursuant to this Paragraph 3, neither party shall have
any further rights or obligation hereunder after the effective date of
termination, except that the obligation of Client to pay fees earned and to
reimburse costs and expenses of Consultant incurred prior to the effective date
of termination in performance of the services shall continue until such fees,
costs and expenses are paid in full by Client.

4. TIME AND EFFORT OF CONSULTANT. Consultant shall devote that amount of
working time, as necessary, on a weekly basis, to fulfill its obligations under
this Agreement. The particular amount of time may vary from day to day or week
to week. Consultant agrees that it will at all times, faithfully and to the best
of its experience, ability and talents, perform all the duties required of it
under this Agreement.

5. COMPENSATION. Compensation to Consultant for the services provided
under this Agreement shall be paid at the rate of $225 per hour and shall
initially be paid by delivery of 20,000 shares of the Client's common stock
("Shares"), in lieu of cash, the value of which shall be determined using the
closing bid price on the date of the filing of the S-8 Registration Statement
(the "Filing Date"). Any subsequent increase or decrease in said bid shall inure
to the detriment (in the event of a decrease) or the benefit (in the event of an
increase) of Consultant. Accordingly, for purposes hereof, the product of the
Shares multiplied by the Filing Date closing bid price shall be deemed to be a
cash payment to Consultant, irrespective of the downside risk of depreciation or
upside
<PAGE>
potential of appreciation of the Shares. Additional compensation due to
Consultant shall be payable in cash within 10 days of invoicing therefore,
unless the parties otherwise agree in writing.

6. REGISTRATION OF CLIENT'S SHARES. Immediately following the execution
date hereof, Client will register the Shares with the SEC under a S-8
registration statement. At Client's sole discretion, the Shares may be issued or
reserved for issuance prior to registration in reliance on exemptions from
registration provided by Section 4 (2) of the Securities Act of 1933 (the
"Act"), Regulation D of the Act, and applicable state securities laws. Such
issuance on reservation shall be in reliance on representations and warranties
of Consultant set forth in Paragraph 13 (C) below.

7. COSTS AND EXPENSES. Any expenses incurred by Consultant in carrying out
the services set forth under this Agreement with the prior written approval of
Client shall be reimbursed by Client within thirty (30) days written notice by
Consultant. Unless otherwise agreed and approved in writing in advance, all
expenses, filing fees, copy and mailing expenses incurred by Consultant
performing their services under this Agreement are the responsibility of
Consultant.

8. PLACE OF SERVICES. The services provided by Consultant hereunder will
be performed primarily through Consultant's office, except as otherwise mutually
agreed by Consultant and Client. It is understood and expected that Consultant
may make contacts with persons and entities and perform services in other
locations as deemed appropriate and directed by Client.

9. INDEPENDENT CONTRACTOR. Consultant will act as an independent
contractor in the performance of duties under this Agreement. Accordingly,
Consultant will be responsible for payment of all federal, state and local taxes
on compensation paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes or business license fees as
may be required.
<PAGE>
10. NO AGENCY EXPRESSED OR IMPLIED. This Agreement neither expressly nor
impliedly creates a relationship of principal agent between Consultant and
Client. Consultant is not authorized to enter into any agreements on behalf of
Client. Client expressly retains the right to approve, in its sole discretion,
any and all transactions introduced by Consultant (if any), and to make all
final decisions with respect to activities undertaken by Consultant related to
this Agreement.

11. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Consultant
agrees that non-public information concerning the finances, plans, strategies
and overall business operations of Client is highly confidential and proprietary
to Client ("Confidential Information"). This Confidential Information includes,
but is not limited to, the following:

A. Non--public information related to the business operations,
including financial and accounting information, plans of operations, and
potential mergers or acquisitions prior to the public announcement of Client;

B. Customer lists, call lists and other non-public customer data of
Client;

C. Memoranda, notes, records, sketches, plans, drawings and any
media used to store, communicate, transmit, record or embody such Confidential
Information of Client;

D. Information treated, marked or otherwise identified by Client as
confidential or as trade secrets. Consultant acknowledges that such Confidential
Information represents legitimate, valuable and protected interest of Client and
gives Client a competitive advantage, which would cause Client irreparable harm
and injury. Consultant therefore agrees that, in perpetuity or for as long as
the Confidential Information remains confidential, it will not disclose or
threaten to disclose the Confidential Information to any person, partnership,
company, corporation, or to any
<PAGE>
other business or governmental organization or agency without the express
written consent of Client, as the case may be. Consultant further agrees not to
use or threaten to use the Confidential Information in any way that is not
specifically authorized by, or otherwise contrary to the interest of Client, as
the case may be. Consultant agrees that unauthorized disclosure or use of
Confidential Information , constitutes misappropriation of trade secrets and
Confidential Information. Consultant further agrees that all ownership rights to
the Confidential Information are held or retained by Client as the case may be,
and that no right of ownership shall pass to Consultant by virtue of this
Agreement or the services provided hereunder.

12. REPRESENTATIONS AND WARRANTIES OF CLIENT.

Client represents and warrants to Consultant that:

A. CORPORATE EXISTENCE. Client is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida
with corporate power to own property and carry on its business as it is now
being conducted.

B. FINANCIAL INFORMATION. Client has or will cause to be delivered
concurrently with the execution of this Agreement, copies of the Disclosure
Documents (as defined in Paragraph 14 (D) (I) which accurately sets forth the
financial condition of Client as of the respective dates of such documents.

D. FULL DISCLOSURE. The information concerning Client provided to
Consultant pursuant of this Agreement is, to the best of Clients knowledge and
belief,
<PAGE>
complete and accurate in all material respects and does not contain any untrue
statement of a materiel fact or omit to state a material fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading.

E. DATE OF REPRESENTATION AND WARRANTIES. Each of the
representations and warranties of Client set forth in this Agreement is true and
correct at and as of the date of execution of this Agreement.

13. REPRESENTATIONS AND WARRANTIES OF CONSULTANT.
Consultant represents and warrants to client that:

A. PRIOR EXPERIENCE. Consultant has experience in the area of
securities and corporate law, if not all, of the services contemplated by this
Agreement for the benefit of the Client.

C. REGISTRATION AND/OR EXEMPTION OF THE SHARES. Consultant
understands and acknowledges that any shares issued or reserved for issuance
prior to registration will be so issued or reserved in reliance on the
exemptions from registration provided by Section 4 (2) of The Act, Regulation D
and applicable state securities laws. Representation and warranties by
Consultant in this Paragraph 14 (C) will be used and relied upon by Client of
Consultant pursuant to Section 4 (2) of the Act and Regulation D and immediately
of any material changes of the representations made herein. In this regard,
Consultant represents and warrants that:
<PAGE>
i. Consultant has been furnished with a copy of Client's
most recent Annual Report on Form 10-K and all reports
or documents required to be filed under Sections 13 (a),
14 (a) and 15 (d) of the Securities and Exchange Act of
1934, as amended, including, but not limited to
quarterly reports on Form 10-Q, current reports on Form
8-K and proxy statements (the "Disclosure Documents").

ii. Consultant has had the opportunity to ask questions and
receive answers concerning the terms and conditions of
the Shares to be issued and/or reserved for issuance,
and to obtain any additional information which Client
possesses or can acquire with out unreasonable effort or
expense necessary to verify the accuracy of information
furnished under Paragraph 14 (C) (I) of this Agreement.

iv. The present financial condition of Consultant is such
that Consultant is not under any present or contemplated
future need to dispose of any portion of the Shares, if
any, to satisfy an existing or contemplated undertaking
need or indebtedness.
<PAGE>
v. Consultant is fully aware that any Shares issued to
Consultant prior to registration will be Restricted
Securities as defined by Rule 144 of the Act and that
any resale of such securities by Consultant may be
governed by Rule 144. Consultant is further aware of the
specific restrictions on resale of such securities
contained in Rule 144.

vi. Consultant will not sell. transfer or otherwise dispose
of any Shares issued or reserved for issuance hereunder
prior to registration except in compliance with the Act.

vii. Any and all certificates representing the Shares issued
prior to registration of such Shares and any and all
securities issued in replacement hereof or in exchange,
therefore, shall bear the following legend:

The Shares represented by this Certificate have
not been registered under the Securities Act of
1933 (the "Act") and are "restricted Securities"
as that term is defined in Rule 144 under the Act.
The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an
effective registration or pursuant to an exemption
from registration under the act, the availability
of which is to be established to the satisfaction
of the company.

D. DATE OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of Consultant set forth in this Agreement is true
and correct at and as of the date of execution of this Agreement.

14. NON-EXCLUSIVE SERVICES. Client agrees that the services to be
provided herein are not exclusive. Consultant shall be free to render services
of the same nature or of a similar nature to any other individual or entity
during the term hereof,
<PAGE>
without the written consent of Client. Consultant understands and agrees that
Client shall not be prevented or barred from retaining other persons or entities
to provide services of the same nature or similar nature as those provided by
Consultant.

15. FACSIMILE COUNTERPARTS. A facsimile, telecopy, or other reproduction
of this Agreement may be executed by one or more parties hereto and such
executed copy may be delivered by facsimile of similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such
party can be seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes. At the request of any party hereto, all
parties agree to execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.

16. CONSOLIDATION OR MERGER. Subject to the provisions of Paragraph 12
hereof, in the event of a sale of the stock, or substantially all of the stock
of Client, or consolidation or merger of Client with or into another corporation
or entity, or the sale of substantially all of the operating assets of the
Client to another corporation, entity or individual. Client may assign its
rights and obligations under this Agreement to its successor-in-interest and
such successor-in-interest shall be deemed to have acquired all rights and
assumed all obligations of Client hereunder; provided, however, that in no event
shall the duties and services of Consultant provided for in Paragraph 2, hereof,
or the responsibilities, authority of powers commensurate therewith, change in
any material respect as a result of such sale of stock, consolidation, merger or
sale of assets.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written:
<PAGE>
CONSULTANT Mirkin & Woolf, P.A.

BY: /S/ MARC S. WOOLF

CLIENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /S/ MICHAEL F. MORRELL

EXHIBIT 10-2
CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this 12th day of
February, 1997, by and between Rosenman & Colin LLP, 575 Madison Avenue, New
York, NY 10022 ("Consultant") and Medical Industries of America, Inc., a Florida
corporation with its principal office at 1903 South Congress Avenue, Boynton
Beach, Florida 33426 ("Client").

WHEREAS, Consultant has experience in providing corporate and securities
advice for emerging private and public companies; and

WHEREAS, Client has retained and desires to continue to retain the
services of Consultant and Consultant desires to serve Client on the terms and
conditions set forth below.

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective as of February 12, 1997 and continuing
through the Initial Consulting Period (as defined below).

2. SCOPE OF SERVICES TO BE PROVIDED. Consultant hereby accepts the
engagement on the terms and conditions set forth in the Agreement and agrees to
provide the consulting services, which shall consist of but not be limited to:
<PAGE>
A. Providing advice and analysis to Client in connection with
business litigation and related legal matters.

B. Assist Client with matters relative to regulatory agencies,
including Federal, State and local government agencies.

C. Assist Client in negotiating joint venture opportunities.

THIS AGREEMENT SHALL EXPRESSLY EXCLUDE MATTERS RELATING TO CAPITAL RAISING
ASSISTANCE.

5. COMPENSATION. A retainer to be paid to Consultant for services provided
under this Agreement shall be $25,000, however, in lieu of that retainer being
paid in cash, Consultant agrees to accept 15,000 of the Client's common shares
of stock ("Shares"), on the basis of the Client's assurance that in the event
the closing bid price of the date of filing of the S-8 Registration Statement
does not produce net proceeds of at least $25,000 to the Consultant that the
Client shall make up any deficiency by paying the consultant cash or by
providing additional shares of freely tradable common stock (for which an S-8
<PAGE>
Registration Statement shall also be filed by Client) sufficient in number to
make up the deficiency. When the $25,000 retainer (whether in cash or the
proceeds from the sale of the Shares) has been used up, Consultant shall bill
Client monthly for its services, disbursements and other charges and Client
agrees to pay same promptly.

6. REGISTRATION OF CLIENT'S SHARES. Immediately following the execution
date hereof, Client will register the Shares with the SEC under a S-8
registration statement or other available registration form, and which shall
contain a prospectus sufficient in the view of Consultant to effect the resale
of the shares.". At Client's sole discretion, the Shares may be issued or
reserved for issuance prior to registration in reliance on exemptions from
registration provided by Section 4 (2) of the Securities Act of 1933 (the
"Act"), Regulation D of the Act, and applicable state securities laws. Such
issuance on reservation shall be in reliance on representations and warranties
of Consultant set forth in Paragraph 13 (C) below.

7. COSTS AND EXPENSES. Any expenses incurred by Consultant in carrying out
the services set forth under this Agreement shall be reimbursed by Client within
thirty (30) days written notice by Consultant.

B. Customer lists, call lists and other non-public customer data of
Client;

C. Memoranda, notes, records, sketches, plans, drawings and any
media used to store, communicate, transmit, record or embody such Confidential
Information of Client;

D. Information treated, marked or otherwise identified by Client as
confidential or as trade secrets. Consultant acknowledges that such Confidential
Information represents legitimate, valuable and protected interest of Client and
gives Client a competitive advantage, which would cause Client irreparable harm
and injury. Consultant therefore agrees that, in perpetuity or for as long as
the Confidential Information remains confidential, it will not disclose or
threaten to disclose the
<PAGE>
Confidential Information to any person, partnership, company, corporation, or to
any other business or governmental organization or agency without the express
written consent of Client, as the case may be. Consultant further agrees not to
use or threaten to use the Confidential Information in any way that is not
specifically authorized by, or otherwise contrary to the interest of Client, as
the case may be. Consultant agrees that unauthorized disclosure or use of
Confidential Information constitutes misappropriation of trade secrets and
Confidential Information. Consultant further agrees that all ownership rights to
the Confidential Information are held or retained by Client as the case may be,
and that no right of ownership shall pass to Consultant by virtue of this
Agreement or the services provided hereunder.

12. REPRESENTATIONS AND WARRANTIES OF CLIENT.
Client represents and warrants to Consultant that:

B. FINANCIAL INFORMATION. Client has or will cause to be delivered
concurrently with the execution of this Agreement, copies of the Disclosure
Documents (as defined in Paragraph 13 (C) (i) which accurately sets forth the
financial condition of Client as of the respective dates of such documents.

C. NO CONFLICT. This Agreement has been duly executed by Client and
the execution and performance of this Agreement will not violate or result in a
breach of, or constitute a default in any agreement, instrument, judgment,
decree or order to which Client is a party or to which Client is subject, nor
will such execution and performance constitute a violation or conflict of any
fiduciary duty to which Client is subject.
<PAGE>
D. FULL DISCLOSURE. The information concerning Client provided to
Consultant pursuant of this Agreement (including without limitation, the
Disclosure Documents) is complete and accurate is, to the best of Clients
knowledge and belief, complete and accurate in all material respects and does
not contain any untrue statement of a materiel fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading.

E. ELIGIBILITY. The Client is eligible to use Forms S08 and S03 and
has made all filings in the last twelve months required to be made by the
Securities Exchange Act of 1934 and that the shares are registerable and can be
resold under an S-8 Registration Statement.

F. DATE OF REPRESENTATION AND WARRANTIES. Each of the
representations and warranties of Client set forth in this Agreement is true and
correct at and as of the date of execution of this Agreement.

13. REPRESENTATIONS AND WARRANTIES OF CONSULTANT.
Consultant represents and warrants to client that:

A. PRIOR EXPERIENCE. Consultant has experience in the area of
securities and corporate law including mergers, if not all, of the services
contemplated by this Agreement for the benefit of the Client.

B. NO CONFLICT. This Agreement has been duly executed by Consultant
and the execution and performance of this Agreement will not violate, or result
in a breach of, or constitute a default in any agreement, instrument, judgment,
decree or order to which Consultant is a party or to which Consultant is
subject, nor will such execution and performance constitute a violation or
conflict of any fiduciary duty to which Consultant is subject.
<PAGE>
C. REGISTRATION AND/OR EXEMPTION OF THE SHARES. Consultant
understands and acknowledges that any shares issued or reserved for issuance
prior to registration will be so issued or reserved in reliance on the
exemptions from registration provided by Section 4 (2) of The Act, Regulation D
and applicable state securities laws. Representation and warranties by
Consultant in this Paragraph 14 (C) will be used and relied upon by Client of
Consultant pursuant to Section 4 (2) of the Act and Regulation D and Consultant
will notify Client immediately of any material changes of the representations
made herein. In this regard, Consultant represents and warrants that:

iii. By reason of Consultant's knowledge and experience in
financial and business matters in general, and
investments in particular, Consultant is capable of
evaluating the merits and risks of this transaction and
in bearing the economic risks of an investment in the
Shares and client in general, and fully understands the
speculative nature of such securities and the
possibility of such loss.
<PAGE>
iv. The present financial condition of Consultant is such
that Consultant is not under any present or contemplated
future need to dispose of any portion of the Shares, if
any, to satisfy an existing or contemplated undertaking
need or indebtedness.

vi. Consultant will not sell. transfer or otherwise dispose
of any Shares issued or reserved for issuance hereunder
prior to registration except in compliance with the Act.

The Shares represented by this Certificate have
not been registered under the Securities Act of
1933 (the "Act") and are "restricted Securities"
as that term is defined in Rule 144 under the Act.
The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an
effective registration or pursuant to an exemption
from registration under the act, the availability
of which is to
<PAGE>
be established to the satisfaction of the company.

14. NON-EXCLUSIVE SERVICES. Client agrees that the services to be
provided herein are not exclusive. Consultant shall be free to render services
of the same nature or of a similar nature to any other individual or entity
during the term hereof, without the written consent of Client. Consultant
understands and agrees that Client shall not be prevented or barred from
retaining other persons or entities to provide services of the same nature or
similar nature as those provided by Consultant.

16. CONSOLIDATION OR MERGER. Subject to the provisions of Paragraph 12
hereof, in the event of a sale of the stock, or substantially all of the stock
of Client, or consolidation or merger of Client with or into another corporation
or entity, or the sale of substantially all of the operating assets of the
Client to another corporation, entity or individual. Client may assign its
rights and obligations under this Agreement to its successor-in-interest and
such successor-in-interest shall be deemed to have acquired all rights and
assumed all obligations of Client hereunder; provided, however, that in no event
shall the duties and services of Consultant provided for in Paragraph 2, hereof,
or the
<PAGE>
responsibilities, authority of powers commensurate therewith, change in any
material respect as a result of such sale of stock, consolidation, merger or
sale of assets.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written:
CONSULTANT
Rosenman & Colin LLP

BY: /S/ JOSEPH ZUCKERMAN

CLIENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /S/ MICHAEL F. MORRELL

EXHIBIT 10-3
EMPLOYMENT AGREEMENT

This Agreement is made and entered into as of the 19th day of July, 1995,
by and between HEART LABS OF AMERICA, INC., a Florida corporation, hereinafter
called the "Corporation", and JOHN DWYER, hereinafter called the "Employee".

In consideration of the covenants herein contained and the monies to be
paid hereunder, the parties agree to the following terms and conditions:

1. EMPLOYMENT. The Corporation hereby employs the Employee, and the
Employee hereby agrees to such employment, on the terms and conditions described
in this Agreement. The Employee is being employed directly by the Corporation as
a salaried employee who will be compensated for the services rendered as herein
provided.

2. DUTIES AND PERFORMANCE. During the term of this Agreement, the Employee
agrees to devote his best efforts to perform such duties as shall be determined
by and at the reasonable discretion of the Corporation's Board of Directors.

3. COMPENSATION.

(a) BASE SALARY. During the term of this Agreement, the Corporation
shall pay to the Employee, as compensation for his services hereunder, a base
salary of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) per year (the "Annual Base
Salary"), which Annual Base Salary shall be payable in twenty-six (26)
consecutive equal bi-weekly installments of Two Thousand Eight Hundred
Eighty-Four Dollars and Sixty-Two Cents ($2,884.62) each, provided; however,
that in the event the Corporation changes its payroll policy which pertains to
the frequently of salary payments for its employees, the frequency of payment of
the Annual Base Salary shall be adjusted accordingly, but no less frequent than
monthly.

(b) BENEFITS. Employee shall be entitled to health care benefits,
vacation and sick time with pay, in accordance with those provided by
Corporation to other salaried employees.

4. TERM OF AGREEMENT. The obligations of the parties hereunder shall
commence on July 19, 1995, and end on July 18, 1997, unless extended by the
written agreement of both parties hereto.

5. TERMINATION OF EMPLOYMENT.

(a) The Employee may elect to terminate the Employee's employment at
any time, provided that the Employee shall deliver to the Corporation written
notice of such intention not less than ninety (90) days prior to the effective
date of termination.

(b) During the first year of this Agreement, the Corporation may
elect to terminate the Employee's employment, with cause, at any time, provided
that the Corporation shall deliver to the Employee written notice of such
intention not less than thirty (30) business days prior to the effective date of
termination. The Corporation shall be deemed to have sufficient cause to
terminate Employee's employment upon the
<PAGE>
occurrence of any of the following: (i) Employee is convicted of a felony, and
(ii) dishonesty materially affecting employment.

(c) In the event of the termination (whether by Employee pursuant to
(a) above or by Corporation pursuant to (b) above) of the Employee's employment
with the Corporation, the Corporation's obligations to the Employee for Annual
Base Salary shall be limited to the amount of any Base Salary which has accrued
but has not been paid through the effective date of termination.

6. ATTORNEY'S FEES AND COSTS. In connection with any action arising out of
or concerning this Employment Agreement, the prevailing party shall be entitled
to recover reasonable attorney's fees and costs, whether incurred at trial, on
appeal or otherwise.

7. INVALID PROVISION. The invalidity or unenforceability of a particular
provision of this Agreement shall not affect the other provisions hereof, and
the Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.

8. MODIFICATION. No change or modification of this Agreement shall be
valid unless in writing and signed by the parties hereto.

9. APPLICABLE LAW AND BINDING EFFECT. This Agreement shall be governed by
and interpreted under the laws of the State of Virginia, and shall inure to the
benefit of and be binding upon the parties hereto and their heirs, personal
representatives, successors and assigns.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
on the date set forth above.

Signed, sealed and delivered HEART LABS OF AMERICA, INC.,
in the presence of: a Florida corporation

/S/ DAWN DRELLA By:/S/ CORNELIUS WIT 7/19/95

_______________________________

_______________________________ /S/ JOHN DWYER 7/17/95
John Dwyer
_______________________________

EXHIBIT 10-4
CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this 17th day of
January, 1997, by and between Jones, Foster, Johnston & Stubbs, P.A. 505 S.
Flagler Drive, Suite 1100, West Palm Beach, FL 33402 ("Consultant") and Medical
Industries of America, Inc., a Florida corporation with its principal office at
1903 South Congress avenue, Boynton Beach, Florida 33426 ("Client").

WHEREAS, Consultant has experience in providing corporate and securities
advice for emerging private and public companies; and

WHEREAS, Client has retained and desires to continue to retain the
services of Consultant and Consultant desires to serve Client on the terms and
conditions set forth below.

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective as of January 17, 1997 and continuing
through the Initial Consulting Period (as defined below).

A. Providing advice and analysis to Client in connection with
business litigation and related legal matters.
<PAGE>
B. Assist Client with litigation matters relative to regulatory
agencies, i.e. United States Securities and Exchange Commission ("SEC"),
National Association of Securities and Exchange Commission ("SEC"), National
Association of Securities Dealers ("NASD"), Florida Division of Securities
("FDS"), etc. including filings, disclosure, press releases, listing
requirements and the like.

C. Assist Client in negotiating joint venture opportunities.

THIS AGREEMENT SHALL EXPRESSLY EXCLUDE MATTERS RELATING TO CAPITAL RAISING
ASSISTANCE.

5. COMPENSATION. Compensation to be paid to Consultant for the services
provided under this Agreement shall be 15,000 common shares in the form of the
Client's common shares of stock ("Shares"), in lieu of cash, determined by the
closing bid price of the date of the filing of the S-8 Registration Statement.

6. REGISTRATION OF CLIENT'S SHARES. Immediately following the execution
date hereof, Client will register the Shares with the SEC under a S-8
registration
<PAGE>
statement. At Client's sole discretion, the Shares may be issued or reserved for
issuance prior to registration in reliance on exemptions from registration
provided by Section 4 (2) of the Securities Act of 1933 (the "Act"), Regulation
D of the Act, and applicable state securities laws. Such issuance on reservation
shall be in reliance on representations and warranties of Consultant set forth
in Paragraph 13 (C) below.

10. NO AGENCY EXPRESSED OR IMPLIED. This Agreement neither expressly nor
impliedly creates a relationship of principal agent between Consultant and
Client. Consultant is not authorized to enter into any agreements on behalf of
Client. Client expressly retains the right to approve, in its sole discretion,
any and all transactions introduced by Consultant (if any), and to make all
final decisions with respect to activities undertaken by Consultant related to
this Agreement.
<PAGE>
11. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Consultant
agrees that non-public information concerning the finances, plans, strategies
and overall business operations of Client is highly confidential and proprietary
to Client ("Confidential Information"). This Confidential Information includes,
but is not limited to, the following:

B. Customer lists, call lists and other non-public customer data of
Client;

C. Memoranda, notes, records, sketches, plans, drawings and any
media used to store, communicate, transmit, record or embody such Confidential
Information of Client;

D. Information treated, marked or otherwise identified by Client as
confidential or as trade secrets. Consultant acknowledges that such Confidential
Information represents legitimate, valuable and protected interest of Client and
gives Client a competitive advantage, which would cause Client irreparable harm
and injury. Consultant therefore agrees that, in perpetuity or for as long as
the Confidential Information remains confidential, it will not disclose or
threaten to disclose the Confidential Information to any person, partnership,
company, corporation, or to any other business or governmental organization or
agency without the express written consent of Client, as the case may be.
Consultant further agrees not to use or threaten to use the Confidential
Information in any way that is not specifically authorized by, or otherwise
contrary to the interest of Client, as the case may be. Consultant agrees that
unauthorized disclosure or use of Confidential Information constitutes
misappropriation of trade secrets and Confidential Information. Consultant
further agrees that all
<PAGE>
ownership rights to the Confidential Information are held or retained by Client
as the case may be, and that no right of ownership shall pass to Consultant by
virtue of this Agreement or the services provided hereunder.

12. REPRESENTATIONS AND WARRANTIES OF CLIENT.
Client represents and warrants to Consultant that:

D. FULL DISCLOSURE. The information concerning Client provided to
Consultant pursuant of this Agreement is, to the best of Clients knowledge and
belief, complete and accurate in all material respects and does not contain any
untrue statement of a materiel fact or omit to state a material fact required to
make the statements made, in light of the circumstances under which they were
made, not misleading.
<PAGE>
E. DATE OF REPRESENTATION AND WARRANTIES. Each of the
representations and warranties of Client set forth in this Agreement is true and
correct at and as of the date of execution of this Agreement.

13. REPRESENTATIONS AND WARRANTIES OF CONSULTANT.
Consultant represents and warrants to client that:

A. PRIOR EXPERIENCE. Consultant has experience in the area of
securities and corporate law litigation including mergers, if not all, of the
services contemplated by this Agreement for the benefit of the Client.

i. Consultant has been furnished with a copy of Client's
most recent Annual Report on Form 10-K and all reports
or documents required to be filed under Sections 13 (a),
14 (a) and 15 (d) of the Securities and Exchange Act of
1934, as amended, including, but not limited to
quarterly reports on Form 10-Q, current reports on Form
8-K and proxy statements (the "Disclosure Documents").
<PAGE>
ii. Consultant has had the opportunity to ask questions and
receive answers concerning the terms and conditions of
the Shares to be issued and/or reserved for issuance,
and to obtain any additional information which Client
possesses or can acquire with out unreasonable effort or
expense necessary to verify the accuracy of information
furnished under Paragraph 14 (C) (I) of this Agreement.

v. Consultant is fully aware that any Shares issued to
Consultant prior to registration will be Restricted
Securities as defined by Rule 144 of the Act and that
any resale of such securities by Consultant may be
governed by Rule 144. Consultant is further aware of the
specific restrictions on resale of such securities
contained in Rule 144.
<PAGE>
vi. Consultant will not sell. transfer or otherwise dispose
of any Shares issued or reserved for issuance hereunder
prior to registration except in compliance with the Act.

14. NON-EXCLUSIVE SERVICES. Client agrees that the services to be provided
herein are not exclusive. Consultant shall be free to render services of the
same nature or of a similar nature to any other individual or entity during the
term hereof, without the written consent of Client. Consultant understands and
agrees that Client shall
<PAGE>
not be prevented or barred from retaining other persons or entities to provide
services of the same nature or similar nature as those provided by Consultant.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written:
CONSULTANT
Jones, Foster, Johnston & Stubbs, P.A.

BY: /S/ PETER A. SACHS

CLIENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /S/ MICHAEL F. MORRELL

EXHIBIT 10-5
CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this 1st day of May,
1997, by and between Brewer & Pritchard with offices at 1111Bagby, Suite 2450,
Houston, TX 77002 ("Consultant") and Medical Industries of America, Inc., a
Florida corporation with its principal office at 1903 South Congress Avenue,
Boynton Beach, Florida 33426 ("Client").

WHEREAS, Consultant has experience in providing corporate and
securities advice for emerging private and public companies; and

WHEREAS, Client has retained and desires to continue to retain the
services of Consultant and Consultant desires to serve Client on the terms and
conditions set forth below.

A. Providing advice and analysis to Client in connection with
mergers, acquisitions and other strategic business opportunities.

B. Assist Client with matters relative to regulatory agencies, i.e.
United States Securities and Exchange Commission ("SEC"), National Association
of Securities and Exchange Commission ("SEC"), National Association of
Securities Dealers ("NASD"), Florida Division of Securities ("FDS"), etc.
including filings, disclosure, press releases, listing requirements and the
like.

C. Assist Client in negotiating joint venture opportunities.

5. COMPENSATION. Compensation to Consultant for the services provided
under this Agreement shall be paid at the rate of $225 per hour and shall
initially be paid by delivery of 20,000 shares of the Client's common stock
("Shares"), in lieu of cash, the value of which shall be determined using the
closing bid price on the date of the filing of the S-8 Registration Statement
(the "Filing Date"). Any subsequent increase or decrease in said bid shall inure
to the detriment (in the event of a decrease) or the benefit (in the event of an
increase) of Consultant. Accordingly, for purposes hereof, the product of the
Shares multiplied by the Filing Date closing bid price shall be deemed to be a
cash payment to Consultant, irrespective of the downside risk of depreciation or
upside potential of appreciation of the Shares. Additional compensation due to
Consultant shall be payable in cash within 10 days of invoicing therefore,
unless the parties otherwise agree in writing.

B. Customer lists, call lists and other non-public customer data of
Client;

C. Memoranda, notes, records, sketches, plans, drawings and any
media used to store, communicate, transmit, record or embody such Confidential
Information of Client;

D. Information treated, marked or otherwise identified by Client as
confidential or as trade secrets. Consultant acknowledges that such Confidential
Information represents legitimate, valuable and protected interest of Client and
gives Client a competitive advantage, which would cause Client irreparable harm
and injury. Consultant therefore agrees that, in perpetuity or for as long as
the Confidential Information remains confidential, it will not disclose or
threaten to disclose the Confidential Information to any person, partnership,
company, corporation, or to any other business or governmental organization or
agency without the express written consent of Client, as the case may be.
Consultant further agrees not to use or threaten to use the Confidential
Information in any way that is not specifically authorized by, or otherwise
contrary to the interest of Client, as the case may be. Consultant agrees that
unauthorized disclosure or use of Confidential Information constitutes
misappropriation of trade secrets and Confidential Information. Consultant
further agrees that all ownership rights to the Confidential Information are
held or retained by Client as the case may be, and that no right of ownership
shall pass to Consultant by virtue of this Agreement or the services provided
hereunder.

12. REPRESENTATIONS AND WARRANTIES OF CLIENT.
Client represents and warrants to Consultant that:

E. DATE OF REPRESENTATION AND WARRANTIES. Each of the
representations and warranties of Client set forth in this Agreement is true and
correct at and as of the date of execution of this Agreement.

13. REPRESENTATIONS AND WARRANTIES OF CONSULTANT.
Consultant represents and warrants to client that:

A. PRIOR EXPERIENCE. Consultant has experience in the area of
securities and corporate law, if not all, of the services contemplated by this
Agreement for the benefit of the Client.

vi. Consultant will not sell. transfer or otherwise dispose
of any Shares issued or reserved for issuance hereunder
prior to registration except in compliance with the Act.

14. NON-EXCLUSIVE SERVICES. Client agrees that the services to be provided
herein are not exclusive. Consultant shall be free to render services of the
same nature or of a similar nature to any other individual or entity during the
term hereof, without the written consent of Client. Consultant understands and
agrees that Client shall not be prevented or barred from retaining other persons
or entities to provide services of the same nature or similar nature as those
provided by Consultant.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written:

CONSULTANT
Brewer & Pritchard

BY: /S/ THOMAS PRITCHARD

CLIENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /S/ MICHAEL F. MORRELL

EXHIBIT 10-6
CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of the 18th day of February 1997, by
and between Morton Schnessel ("Consultant") of 7840 N.W. 86th Terrace, Tamarac,
FL 33321 and Medical Industries of America, Inc., ("Client"), a Florida
corporation with principal offices located at 1903 South Congress Ave., Suite
400, Boynton Beach, Florida 33426.

WHEREAS, Consultant and Client wish to enter into an agreement by which
Consultant will provide specific services to Client in the areas of business in
which Consultant has had considerable experience in managing walk-in clinics
which cater to the aging population.

NOW, THEREFORE, for the mutual promises and other consideration described
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

1. INFORMATION TO BE FURNISHED BY CLIENT. Client shall furnish Consultant with
current public information about client, including any and all statements and
reports filed by Client with United States Securities and Exchange Commission,
its most recent Annual Report to Shareholders.

2. COMPENSATION FOR AND SERVICES TO BE PROVIDED BY CONSULTANT. Consultants shall
devote time and personnel to supervise on a daily basis the operation of the two
walk-in clinics owned by the Client and by way of compensation Client shall pay
to Consultant the sum of $ 155,300.00 in three installments as follows:

a) $54,800 immediately,

b) $50,250 within forty-five days (45) from the date hereof and

c) $50,250 within ninety (90) days from the date hereof.

3. TERM AND TERMINATION. This Agreement shall cover services rendered from the
date hereof, and shall remain in effect for six (6) months thereafter unless
terminated pursuant to Paragraph 6, below.

4. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that the
Consultant shall be deemed an independent contractor, and not an employee of the
Client. Consultant shall not have the authority to act as the agent of the
Client, except when such authority is specifically delegated to Consultant
herein or by any officer of the Client, in writing. Subject to the performance
of services hereunder shall be the sole control of the Consultant.
<PAGE>
5. WITHDRAWAL BY CONSULTANT OR CLIENT. Either party shall be entitled to
withdraw from further performance under this Agreement in the event that the
other party does not perform pursuant to this Agreement. In the event of such a
breach by the Client, Consultant, shall be entitled, in addition to any other
remedies it may have, to its Consulting Fee for the entire term of this
Agreement as liquidated damages. Any other termination must be by mutual consent
of Consultant and Client.

6. REPRESENTATIONS AND WARRANTIES.

A) Consultant represent and warrant that it will use reasonable care in
performing the services required to be provided under this Agreement and will
devote all time necessary to perform the services to the Client. Consultant
shall comply with all applicable statues, rules and regulations governing all
aspects of the services to be performed by the Consultant under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all information supplied by Client is accurate and
complete.

B) Client represents and warrants that, prior to providing the Consultant
with any non-public information regarding the Client, its business or
operations. Client will advise the Consultant that such information is non-
public.

7. CLIENT'S ADDITIONAL REPRESENTATION AND WARRANTIES. The Client warrants and
represents the following:

A) That it is a corporation in good standing in its state of incorporation
and in every other state in which it is now doing business.

B) That the execution of this Agreement has been approved by all necessary
action including without limitation, approval of the board of directors of the
Client.

C) The execution and delivery by the Client of this Agreement does not,
and the performance by the Client of its obligations hereunder will not, violate
any provision of the Certificate of Incorporation or by-laws of the Client or
violate any agreement, instrument, law, ordinance, regulation, order,
arbitration award, judgment, or degree to which the Client is a party, or by
which the Client is bound.

8. INDEMNIFICATION. The Client agrees to indemnify and hold the Consultant,
("The Indemnified Party") harmless from and against any and all losses, claims,
damages, liabilities and expenses whatsoever, joint or several, as incurred, to
which such Indemnified Party may become subject under any applicable federal or
state law, or otherwise, related to or arising out of performance of Services
contemplated herein, and will reimburse the Indemnified Party for all expenses
(including counsel fees and expenses) as they are incurred in connection with
the investigation of, preparation for or defense or any pending or threatened
claim or any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party. This Client will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is
<PAGE>
found in a final judgment by a court to have resulted from Consultant fraud,
willful misconduct or gross negligence.

The Client agrees to notify the Consultant promptly of the assertion
against it or any other person of any claim or the commencement of any action or
proceeding relating to any activity or transaction contemplated by this
Agreement.

9. MISCELLANEOUS. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida. The parties agree that
jurisdiction and venue of any dispute arising hereunder shall be in Palm Beach
County, Florida.

This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be altered
only by written agreement between the parties. The failure of either party to
object to or take affirmative action with respect to any conduct of the other
which is in violation of the terms of the Agreement shall not be construed as a
waiver of the violation or breach, or of any future similar violation or breach.

This Client acknowledges that the Consultant will be performing services
to others during the term of this Agreement and agrees that the services to be
provided hereunder shall be adequate consideration for this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer, or as to an individual party, has
executed this Agreement in his own hand, as of the date first written above.

CONSULTANTS:
AGREED AND ACCEPTED

BY: /S/ MORTON SCHNESSEL
MORTON SCHNESSEL

CLIENT:
MEDICAL INDUSTRIES OF AMERICA, INC.

BY:/S/ MICHAEL F. MORRELL
CHIEF EXECUTIVE OFFICER

EXHIBIT 23.2

GRANT-SCHWARTZ ASSOCIATES, CPA'S
40 Southeast 5th Street
Suite 500
Boca Raton, FL 33432

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Medical Industries of America, Inc. on Form S-8 of our report dated
March 10, 1997, appearing in the Annual Report on Form 10-KSB of Medical
Industries of America, Inc. for the year ended December 31, 1996.

/s/ GRANT-SCHWARTZ ASSOCIATES, CPA'S

Boca Raton, Florida
November 5, 1997