MEDICAL INDUSTRIES OF AMERICA INC, S-8, 1997-04-24

MEDICAL INDUSTRIES OF AMERICA INC
S-8, 1997-04-24
MEDICAL LABORATORIES

Previous: PERCEPTRON INC/MI, 10-K/A, 1997-04-24

Next: LTC PROPERTIES INC, S-3, 1997-04-24

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)

AGREEMENTS WITH CONSULTANTS
(Full title of the Plan)

EDWIN F. RUSSO, ESQ.
C/O MEDICAL INDUSTRIES OF AMERICA, INC.
(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, 315,180 $2.00 $ 630,360 $190.53
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
APRIL 14, 1997, AS REPORTED BY NASDAQ.
<PAGE>
PART 1

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Pursuant to the note to Part 1 of the Form S-8, the information required
by Part 1 is not filed with the Securities and Exchange Commission (the
"Commission").
<PAGE>
THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

MEDICAL INDUSTRIES OF AMERICA, INC.
CONSULTING AGREEMENTS

The information set forth herein together with the documents annexed
hereto and made a part 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, and a group of medical doctors
acting as consultants to pay for additional professional services, in some
cases, rendered to the Company by said Consultants. The Consulting Agreements
are as follows:

a) Amendment to Consulting Agreement with Lerner and Pearce, Attorneys
dated November 19, 1996 to extend the said Agreement in consideration of 8,000
shares.

b) Amendment to Consulting Agreement dated January 10, 1997 with Mirkin &
Woolf, P.A., of West Palm Beach, Florida to increase payment made thereunder by
issuing an additional 20,000 shares to the consultants.

c) To pay the widow of former President, Harry Kobrin, for services
rendered by him which were not paid for at the time of his death by the issuane
of 19,680 shares.

d) Amendment to Consulting Agreement with Rosenman & Colin of New York,
New York dated February 12, 1997 to permit the additional payment of 25,000
shares of the Company's Common Stock for services rendered.

e) Amendment to Consulting Agreement with MCOA to extend the term of the
Agreement to a maximum term of three (3) years under certain conditions upon the
issuance of 50,000 shares.

f) Consulting Agreement with Cardiac Consulting, Inc. for a period of (3)
years by the issuance of 75,000 shares.

g) Amendment to Consulting Agreement with Strategica Group to permit the
payment for services rendered under the existing agreements by issuance of 6,500
shares.

h) Consulting Agreement with Jean Johnstone of Lansing, Michigan in areas
of computerization of medical records by issuance of 20,000 shares.

i) Consulting Agreement with Dimick International & Associates, Inc.
regarding acquisitions for a period of three (3) years in consideration of the
issuance of 60,000 shares.

j) Consulting Agreement with Weinberg & Pershes and Company for litigation
support for a period of nine (9) months by the issuance of 15,000 shares.
<PAGE>
k) Payment under a Consulting Agreement with Edwin F. Russo, dated June 7,
1996 by the payment of 16,000 shares of stock.

The tax consequences to the Consultants and others receiving shares and,
to the Company of the issuance of these shares, are as follows:

1. Consultants. The value of these shares will be included in the
Consultants gross incomes at the time that they receive them
at their then market value.

2. Company. The Company may claim a deduction in connection with
the issuance of the Shares when the shares are issued in the
amount of the fair market value of the Shares as reported by
the Consultants in their gross income calculations.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

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, 1996, June 30, 1996 and September 30, 1996;

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 in this
Prospectus 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 Prospectus 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 Prospectus. All information appearing in this
Prospectus 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.
<PAGE>
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.

ADDITIONAL INFORMATION

A copy of the Company's Form 10-KSB for the fiscal year ended December 31, 1996
is also attached hereto with this document.

Any questions regarding the Agreement should be addressed to the Company at the
address and telephone number set forth above.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified 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 15th day of
April 1997.

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /s/ EDWIN F. RUSSO
EDWIN F. RUSSO
CONSULTANT
<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Edwin F. Russo as his lawful
attorney-in-fact, each acting alone, will full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and agents, or substitutes, 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 and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL F. MORRELL Director April 15, 1997
MICHAEL F. MORRELL

/s/ PAUL C. PERSHES Director April 15, 1997
PAUL PERSHES

/s/ THEODORE J. ORLANDO Director April 15, 1997
THEODORE J. ORLANDO
<PAGE>
EDWIN F. RUSSO
ATTORNEY AT LAW
6650 STRATFORD DRIVE
PARKLAND, FL 33067

April 15, 1997

Medical Industries of America, Inc.
1903 S. Congress Ave., Suite 400
Boynton Beach, FL 33426

RE: REGISTRATION STATEMENT ON FORM S-8 MEDICAL INDUSTRIES OF AMERICA, INC.

Gentlemen:

We have represented Medical Industries of America, Inc., a Florida corporation
("Company"), in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 (Registration
Statement) relating to the proposed issuance of up to 320,305 shares ("Shares")
of the Company's common stock, no par value ("Common Stock") pursuant to the
terms of Consulting Agreements with outside Consultants and independent experts.
The Agreements are as follows:

a) Extension of Agreement with Lerner and Pearce, Attorneys, to permit
the issuance of 8,000 shares.

b) Extension of Agreement with Mirkin and Woolf, Attorneys, to permit
the issuance of 20,000 shares.

c) Payment to the widow of a former corporate senior officer of the
balance due and owing under his employment contract at the time of
his death by the issuance of 19,680 shares.

d) Extension of Agreement with Rosenman and Colin, Attorneys, to permit
the issuance of 25,000 shares.

e) Extension of Agreement with MCOA, Consultants, to permit the
issuance of 50,000 shares.
<PAGE>
Medical Industries of America, Inc.
April 15, 1997
Page 2

f) Consulting Agreement with Cardiac Consulting, Inc. Whereunder the
issuance of 75,000 shares will compensate that corporation for its
efforts on behalf of the Company.

g) Extension of existing agreement with Stratigica, financial
consultants by the issuance of 6,500 shares.

h) Consulting Agreement with Jean Johnstone regarding computerization
of medical records, 20,000 shares.

i) Consulting Agreement with Dimick International & Associates, Inc.,
acquisition onsultants, 60,000 shares.

j) Consulting Agreement with Weinberg & Pershes and Company for
consulting to the Company regarding acquisitions, 15,000 shares.

k) Additional payment under a consulting agreement with Edwin F. Russo,
Consultant to the Company, 16,000 shares.

In this connection, we have examined original documents or copies thereof of the
foregoing agreements as well as such other records, certificates and papers as
we deemed necessary to review and examine for purposes of this opinion,
including but not limited to all Consulting Agreements and the extensions
thereof, the employment agreement of Harry Kobrin, the most recent filing with
the Securities and Exchange Commission of the Company's annual report, the
Certificate of Incorporation of the Company, the by-laws of the Company and such
other documents as we have deemed necessary.

We are of the opinion that the shares when issued pursuant to the respective
agreements, will be legally issued, fully paid and non-assessable.

We consent to the filing of this Opinion as an Exhibit to the Registration
Statement.

Very truly yours,

/s/ EDWIN F. RUSSO

Edwin F. Russo
Attorney At Law

EFR:rd
<PAGE>
April 18, 1997

Lerner & Pearce, P.A.
2888 East Oakland Park Boulevard
Fort Lauderdale, FL 33306

RE: EXTENSION OF CONSULTING AGREEMENT

Gentlemen:

In accord with our prior discussions this will confirm that the above referenced
Consulting Agreement has been amended to extend the said Agreement for two (2)
additional months and to provide for the issuance of Eight Thousand (8,000)
additional shares of this Company's common stock by way of payment for such
services through an S-8 Registration Statement.

Please sign and return this extension without delay and we will file the S-8
today.

Thank you,

Very truly yours,

/s/ Edwin F. Russo

Edwin F. Russo
Consultant

Approved:

/s/ Allan M. Lerner

Lerner & Pearce, P.A.

1903 S. Congress Ave., Suite 400, Boynton Beach, FL 33426 Phone: (561) 737-2227
FAX: (561) 737-5008
<PAGE>
EXHIBIT A
CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this 19th day of
November, 1996, by and between Lerner & Pearce, P.A., with offices at 2888 East
Oakland Park Boulevard, Fort Lauderdale, Florida 33306 ("Consultant") and
Medical Industries of America, Inc., a Florida corporation, with its principal
office at 1903 South Congress Avenue, Boynton Beach, Florida 33426 ("Client").

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

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective ads of July 16, 1996 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:

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 Dealers ("NASD"),

1
<PAGE>
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 LITIGATION AND
CAPITAL RAISING ASSISTANCE.

3. TERM. This Agreement shall have an initial term of six (6) months
commencing July 16, 1996 (the "Initial Consulting Period"); thereafter, this
Agreement will automatically be extended on a month to month basis (the
"Extension Period"), subject to mutually agreed upon compensation, unless
Consultant or Client serve written notice on the other party terminating the
Agreement; provided, however, that Consultant and Client shall agree in writing
as Consultant's continuing compensation. Notice to terminate shall be in writing
and shall be delivered at least ten (10) days prior to the end of the Initial
Consulting Period or any subsequent Extension Period as provided herein. 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 be paid to Consultant for the services
provided under this Agreement shall be $25,000 in the form of the Client's
common shares of stock ("Shares"), in lieu of

2
<PAGE>
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 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 14(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 the 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.

10. NO AGENCY EXPRESSED OR IMPLIED. This Agreement neither expressly nor
impliedly creates a relationship or principal agent

3
<PAGE>
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;

4
<PAGE>
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. TERMINATION.

A. TERMINATION FOR CAUSE. The Client, may at its option, terminate
this Agreement by giving written notice of termination to Consultant without
prejudice to any other remedy to which the Client may be entitled either at law,
in equity, or under this Agreement, if Consultant:

i. Neglects or willfully breaches the duties that Consultant is
required to perform under the terms of this Agreement;

ii. Fails to promptly comply with and carry out all directives of
Client's Board of Directors;

iii. Commits any dishonest or unlawful act, in the judgment of
Client's Board of Directors;

iv. Engages in any conduct which disrupts the business of Client
or any entity affiliated with Client;

v. If found to have engaged in conduct, prior to or subsequent to
the date hereof, that may preclude client from obtaining any
local, state or federal regulatory approval of Client's
licenses or application of any required in Clients business.

B. TERMINATION OTHER THAN FOR CAUSE. This Agreement shall terminate
immediately on the occurrence of any of the following events:

i. The occurrence of circumstances, in the judgment of Client's
Board of Directors, that makes it

5
<PAGE>
impracticable for Client to continue in its present line(s) of
business;

ii. The decision of and upon notice by Consultant to voluntarily
terminate this Agreement;

iii. If either party files a petition in a court of bankruptcy or
is adjudicated as bankrupt;

iv. If either party institutes or has instituted against it any
bankruptcy proceeding for reorganization for rearrangement of
the party's financial affairs;

v. If either party has a receiver of the party's assets or
property appointed because of insolvency;

vi. if either party makes a general assignment for the benefits of
creditors; or

vii if either party otherwise becomes insolvent or unable to
timely satisfy all obligations in the rdinary course of
business.

C. EFFECT OF TERMINATION ON COMPENSATION. In the event of the
termination of this Agreement for other than cause prior to the completion of
the Initial Consulting Period, Consultant shall be entitled to the compensation
earned and to the rights under the option vesting prior to the date of
termination as provided for in this Agreement, computed pro rata up to and
including that date. Consultant shall be entitled to no further compensation
after the date of termination.

13. 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

6
<PAGE>
14(D)(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.

D. FULL DISCLOSURE. The information concerning Client provided to
Consultant pursuant to 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 material 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 REPRESENTATIONS 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.

14. 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, acquisitions and corporate
finance and is currently providing some, 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.

7
<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 to
determine whether any issuance of the Shares may be made to Consultant pursuant
to Section 4(2) of The Act and Regulation D and applicable state securities
laws, and Consultant will notify Client immediately of any material changes to
the representations made herein. In this regard, Consultant represents and
warrants that:

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.

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

8
<PAGE>

understands the speculative nature of such securities and the
possibility of such loss.

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.

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
STATEMENT UNDER THE
ACT OR PURSUANT TO AN
EXEMPTION FROM
REGISTRATION UNDER THE

9
<PAGE>
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.

15. INDEMNIFICATION.

Client and Consultant agree to indemnify, defend and hold each other
harmless from and against all demands, claims, actions losses, damages,
liabilities, costs and expenses, including without limitation, interest,
penalties and attorney's fees and expenses asserted against or imposed or
incurred by either party of or resulting from a breach of any representation,
warranty, covenant, condition or agreement of the other party to this Agreement.

16. AGREEMENT DOES NOT CONSTITUTE CORRUPT PRACTICE - DOMESTIC
OR FOREIGN.

Any and all payments under this Agreement constitute compensation
for services performed and this Agreement and all payments and the use of
payments by Consultant do not and shall not constitute and offer payment or
promise or authorization of payment of any money or gift to an official or
political party of, or candidate for political office within or outside the
United States. These payments may not be used to influence any act or decision
of any official, party or candidate to use his/her/its influence with a
government to assist Client in obtaining, retaining or directing business to
Client, or any office or employee of a government or any person acting in an
official capacity for or on behalf of any government; the term "government'
includes any department, agency or instrumentality of a government.

17. INSIDE INFORMATION - SECURITIES LAWS VIOLATIONS.

In the course of the performance of his duties, Consultant may
become aware of information which may be considered

10
<PAGE>
"Inside Information" within the meaning of the Federal Securities Laws, Rules
and Regulations. Consultant acknowledges that its use of such information to
purchase or sell securities of Client, or its affiliates, or to transmit such
information to any other party with a view to buy, sell or otherwise deal in the
securities of Client or its affiliates, is prohibited by law and would
constitute a breach of this Agreement and notwithstanding the provision of this
Agreement, will result in the immediate termination of the Agreement. Consultant
agrees to abide by standards of the corporation pertaining to Inside Information
as provided by Client.

18. 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.

19. SPECIFIC PERFORMANCE.

Consultant and Client acknowledge that in the event of a breach of this
Agreement by either party, money damages would be inadequate and the
non-breaching party would have no adequate remedy at law. Accordingly, in the
event of any controversy concerning the rights or obligations under this
Agreement, such rights or obligations shall be enforceable in a court of equity
by a decree of specific performance. Such remedy, however, shall be cumulative
as non-exclusive and shall be in addition to any other remedy to which the
parties may be entitled.

20. MISCELLANEOUS.

A. SUBSEQUENT EVENTS. Consultant and Client each agree to notify the
other party if, subsequent to the date of this Agreement, either party incurs
obligations which could compromise their efforts and obligations under this
Agreement.

11
<PAGE>
B. AMENDMENT. This Agreement may be amended or modified at any time
and in any manner only by an instrument, in writing, executed by the parties
hereto.

C. FURTHER ACTIONS AND ASSURANCES. At any time and from time to
time, each party agrees, at its or their expenses, to take actions and to
execute and deliver documents as may be reasonably necessary to effectuate the
purpose of this Agreement.

D. WAIVER. Any failure of any party to this Agreement to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed. The failure of any party
to this Agreement to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce any such provision. No waiver of
any breach of or non-compliance with this Agreement shall be held to be a waiver
of any other or subsequent breach or non-compliance.

E. ASSIGNMENT. Subject to Paragraph 20(O) below, neither this
Agreement nor any right created by it shall be assignable by either party
without the prior written consent of the other.

F. NOTICES. Any notice or other communication required or permitted
by this Agreement must be in writing and shall be deemed to be properly given
when delivered in person to an officer of the other party, when deposited in the
United States mail for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for transmittal, or
when sent y facsimile transmission charges prepared, provided that the
communication is addressed:

i. In the case of Consultant:
Lerner & Pearce, P.A.
2888 E. Oakland Park Blvd.
Fort Lauderdale, FL 33306

12
<PAGE>
ii In the case of Client:

Medical Industries of America, Inc.
1903 Congress Avenue
Boynton Beach, FL 33426

or to such other person or address designated by
Client or Consultant to receive notice.

G. HEADINGS. The paragraph and subparagraph heading in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

H. GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Florida and shall be governed by the laws of the
State of Florida, notwithstanding any conflict of law provision to the contrary.

I. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

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

K. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings between the parties relating to the subject
matter of this Agreement. No oral understandings, statements, promises or
inducements contrary to the terms of this Agreement exist. No representations,
warranties, covenants or conditions, express or implied, other than as set forth
herein, have been made by any party.

L. SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full force and
effect.

M. FACSIMILE COUNTERPARTS. A facsimile, telecopy, or other
reproduction of this Agreement may be executed by one or more

13
<PAGE>
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.

N. TERMINATION OF ANY PRIOR AGREEMENTS. Effective the date hereof,
all prior rights of Consultant relating to the accrual or payment of any form of
compensation or other benefits from Client based upon any agreements other than
this Agreement, whether written or oral, entered into prior to the date hereof,
are hereby terminated.

O. 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 an
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.

P. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement
and of each and every provision hereof.

Q. ARBITRATION. Except for injunctive relief or specific performance
contemplated by Paragraph 19, any dispute, claim or controversy arising from
this Agreement shall be settled in binding arbitration before the Commercial
Rules of the American Arbitration Association. Venue for such proceeding shall
be in Fort Lauderdale, Florida.

14
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written.
CONSULTANT

LERNER & PEARCE, P.A.

By: /s/ ALLAN M. LERNER
Allen M. Lerner, President

CLIENT

MEDICAL INDUSTRIES OF AMERICA,
INC

By: /s/ MICHAEL F. MORRELL

15
<PAGE>
EXHIBIT B
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.

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:

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.

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.

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.

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.
<PAGE>
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:

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

BY: /s/ MARC S. WOOLF
Marc S. Woolf

CLIENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /s/ MICHAEL F. MORRELL
Michael F. Morrell
<PAGE>
EXHIBIT C

AS TO ITEM C

Pursuant to Paragraph 7 of the Employment Agreement dated March 31, 1996
between the Company and Harry Kobrin, the widow of Mr. Kobrin, Eve Kobrin, is
entitled to receive the salary and expenses due and owing to Mr. Kobrin at the
time of his death. According to the Company's records at the time of his death
he was due and owing in salary and expenses the sum of $39,359.72 which will be
paid in shares of stock under this S-8 filing.
<PAGE>
ITEM C

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement"), entered into as of the 31st
day of March, 1996 by and between HEART LABS OF AMERICA, INC., a Florida
corporation (hereinafter referred to as "Employer"), and HARRY R. KOBRIN
("Employee").

W I T N E S S E T H :

WHEREAS, Employer desires to employ Employee as provided herein; and

WHEREAS, Employee desires to accept such employment,

NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agrees as follows:

1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment with Employer upon the terms and conditions hereinafter set
forth.

2. DUTIES. Subject to the power of the Board of Directors of Employer to
elect and remove officers, Employee will serve Employer as its Vice President
Marketing and will faithfully and diligently perform the services and functions
relating to such offices or otherwise reasonably incident to such offices,
provided that all such services and functions will be reasonable and within
Employee's area of expertise. Employee will, during the term of this Agreement
(or any extension thereof), devote his full business time, attention and skills
and best efforts to the promotion of the business of Employer. The foregoing
will not be construed as preventing Employee from making investments in other
businesses or enterprises provided that (a) Employee agrees not to become
engaged in any other business activity that interferes with his ability to
discharge his duties and responsibilities to Employer and, (b) Employee does not
violate any other provision of this Agreement.

3. TERM. The term of this Agreement will commence as of the date hereof
and will end on that date in the year 1999, unless earlier terminated by either
party pursuant to the terms hereof. The term of this Agreement is referred to
herein as the "Term". Assuming all conditions of this Agreement has been
satisfied and there has been no breach of the Agreement during its initial term,
Employee may extend the term for an additional one (1) year term at his election
("Extended Term"), written notice of which must be given at least sixty (60)
days prior to the end of such preceding term.

4. COMPENSATION. As compensation for the services rendered under this
Agreement, Employee will be entitled to receive the following:
<PAGE>
(a) SALARY. Commencing upon the date of this Agreement, Employee
will be paid a minimum annual salary of $120,000, payable in accordance with the
then current payroll policies of Employer or as otherwise agreed to by the
parties (the "Salary"). At any time and from time to time the Salary may be
increased for the remaining portion of the term if so determined by the Board of
Directors of Employer after a review of Employee's performance of his duties
hereunder.

(b) OPTIONS. Commencing on the date of this Agreement, Employee
shall be issued a five (5) year option to purchase 30,000 shares of common stock
of the Company, all of which shares shall vest immediately and will be
exercisable throughout the term at a price of $1.00 per share. Employee shall be
issued an option to purchase an additional 15,000 shares per year at $0.25 per
share over bid price at the date of the grant, and such shares shall vest
immediately.

(c) EXPENSES. Upon submission of a detailed statement and reasonable
documentation, Employer will reimburse Employee in the same manner as other
executive officers for all reasonable and necessary or appropriate out-of-pocket
travel and other expenses incurred by Employee in rendering services required
under this Agreement.

(d) BENEFITS, INSURANCE.

(i) MEDICAL, DENTAL AND VISION BENEFITS. During this
Agreement, Employee and his dependents will be entitled to receive such group
medical, dental and vision benefits as Employer may provide to its other
employees, provided such coverage is reasonably available, or be reimbursed if
Employee is carrying his own similar insurance.

(ii) BENEFIT PLANS. The Employee will be entitled to
participate in any benefit plan or program of the Employer which may currently
be in place or implemented in the future.

(iii) OTHER BENEFITS. During the Term, Employee will be
entitled to receive, in addition to and not in lieu of base salary, bonus or
other compensation, such other benefits and normal perquisites as Employer
currently provides or such additional benefits as Employer by provide for its
officer sin the future.

(e) VACATION. Employee will be entitled to two (2) weeks vacation
per year.

5. CONFIDENTIALITY. In the course of the performance of Employee's duties
hereunder, Employee recognizes and acknowledges that Employee may have access to
certain confidential and proprietary information of Employer or any of its
affiliates. Without the prior written consent of Employer, Employee shall not
disclose any such confidential or proprietary information to any person or firm,
corporation,
<PAGE>
association or other entity for any reason or purpose whatsoever, and shall not
use such information, directly or indirectly, for Employee's own behalf or on
behalf of any other party. Employee agrees and affirms that all such information
is the sole property of Employer and that at the termination and/or expiration
of this Agreement, at Employer's written request, Employee shall promptly return
to Employer any and all such information so requested by Employer.

The provisions of this Section 5 shall not, however, prohibit Employee
from disclosing to others or using in any manner information that:

(a) has been published or has become part of the public domain other than
by acts, omissions or fault of Employee;

(b) has been furnished or made known to Employee by third parties (other
than those acting directly or indirectly for or on behalf of Employee) as a
matter of legal right without restriction on its use or disclosure;

(c) was in the possession of Employee prior to obtaining such information
from Employer in connection with the performance of this Agreement; or,

(d) is required to be disclosed by law.

6. INDEMNIFICATION. The Corporation shall tot he full extent permitted by
law indemnify, defend and hold harmless Employee from and against any and all
claims. Demands, liabilities, damages, losses and expenses (including reasonable
attorney's fees, court costs and disbursements) arising out of the performance
by her of his duties hereunder except in the case of his willful misconduct.

7. TERMINATION. This Agreement and the employment relationship created
hereby will terminate upon the occurrence of any of the following events:

A. TERMINATION WITHOUT CAUSE BY THE COMPANY. The Company may terminate the
Employee's employment pursuant to the terms of this Agreement without cause by
written notice to the Employee. Such termination will become effective upon the
date specified in such notice. In the event of such termination, the Company
shall pay the Employee an amount equal to twelve (12) months salary and all
stock options shall vest immediately.

B. TERMINATION WITH CAUSE BY THE COMPANY. The Company may terminate the
Employee's employment pursuant to the terms of this Agreement at any time for
cause by giving written notice of termination, and termination will become
effective upon the giving of such notice. However, Employee will not be deemed
to have been terminated "for just cause" unless at least two-thirds of the
members of the Board of Directors of Employer so determine. Upon any such
termination for cause for any period
<PAGE>
subsequent to the effective date of termination, the Employee shall have no
right to compensation or stock options under Section 4 or participate in any
employee benefit programs which may then be in effect.

For purposes of Section 7(B), "just cause" means (i) Employee has
willfully, intentionally and continuously failed to substantially perform his
duties as specified under this Agreement, after a demand for substantial
performance is delivered to the Employee by the Employer which specifically
identifies the manner in which Employer believes Employee has not substantially
performed his duties; (ii) Employee has willfully engaged in gross misconduct
materially and demonstrably injurious to the Employer; (iii) the Employee
commits acts of dishonesty or disloyalty to Employer of misappropriates Company
funds or otherwise defrauds the Company, (iv) the Employee materially breaches
any provision of Section 5 of this Agreement; (v) material failure by Employee
to comply with applicable laws or government regulations; or (vi) Employee's
criminal conviction by any state or federal court of a felony.

In the case of termination for items (i), (ii), or (iii) of the preceding
paragraph, Employee shall be given at least one (1) written notice describing in
reasonably detail the perceived deficiencies in Employee's performance, and
Employee shall be given at least thirty (30) days' opportunity to correct such
perceived deficiencies prior to any termination.

C. DEATH OR DISABILITY. This Agreement and the obligations hereunder will
terminate upon the death or disability of the Employee. For purposes of this
Section 7(C), "Disability" shall mean for a period of three months in any twelve
month period the Employee is incapable of substantially fulfilling the duties
set forth in Section 2 of this Agreement because of physical, mental or
emotional incapacity resulting from an injury, sickness or disease. Upon any
such termination upon death or disability, the Employer will pay the Employee or
his legal representative, as the case may be, his annual salary at such time
pursuant to Section 4 through the date of such termination of employment.

D. CONTINUING EFFECT. Notwithstanding any termination of the Employee's
employment as provided in this Section 7, the provisions of Section 5 shall
remain in full force and effect.

E. CONSIDERATION. The payments (if any) required to be paid by the
Employer to Employee pursuant to Section 7 shall be in full and complete
satisfaction of any and all obligations owing to Employee under this Agreement.

8. WAIVER OF BREACH. The waiver by any party hereto of a breach of any
provision of this Agreement will not operate or be construed as a waiver of any
subsequent breach by any party.
<PAGE>
9. COSTS. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party will be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any
other relief to which he or it may be entitled.

10. NOTICES. Any notices, demands, requests, approvals and other
communications to be given under this Agreement by either party to the other
will be deemed to have been duly given if given in writing and personally
delivered or within two (2) days if sent by mail, registered or certified,
postage prepaid with return receipt requested as follows:

If to Employer: Heart Labs of America, Inc.
2650 North Military Trail, Suite 230
Boca Raton, Florida 33431

If to Employee: Harry R. Kobrin
8013 N.W. 83rd Terrace
Tamarac, Florida 33312

Notices delivered personally will be deemed communicated as of actual receipt.

11. ENTIRE AGREEMENT. This Agreement and the agreements contemplated
hereby constitute the entire agreement of the parties regarding the subject
matter hereof, and supersede all prior agreements and understanding, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof.

12. SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
this Agreement, such provision will be fully severable and this Agreement will
be construed and enforced as if such illegal, invalid or unenforceable provision
never comprised a part hereof; and the remaining provisions hereof will remain
in full force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid or unenforceable provision there will be added
automatically as part of this Agreement a provision as similar in its terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.

13. GOVERNING LAW. This Agreement and the rights and obligations of the
parties will be governed by and construed and enforced in accordance with the
substantive laws (but not the rules governing conflicts of laws) of the State of
Florida.

14. CAPTIONS. The captions in this Agreement are for convenience of
reference only and will not limit or otherwise affect ant of the terms of
provisions hereof.
<PAGE>
15. GENDER AND NUMBER. When the context requires, the gender of all words
used herein will include the masculine, feminine and neuter and the number of
all words will include the singular and plural.

16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which will
constitute one and the same instrument, but only one of which need to be
produced.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

EMPLOYER:
Heart Labs of America, Inc.

By: /s/ NORMAN J. BIRMINGHAM
Name: Norman J. Birmingham
Title: President

EMPLOYEE:

/s/ HARRY KOBRIN
Harry R. Kobrin
<PAGE>
AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this "Amendment"), is entered into
as of the 27th day of August, 1996, by and between HEART LABS OF AMERICA, INC.,
a Florida corporation, and ("Employer" or the "Company"), and HARRY R> KOBRIN
("Employee").

W I T N E S S E T H:

WHEREAS, Employer and Employee entered into an Employment Agreement dated
the 31st day of March, 1996 (the "Agreement"); and

WHEREAS, Employer and Employee desire to amend said Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 4 (b) is hereby amended to read in full as follows:

Employee shall be granted an option to purchase 1,000,000 shares of the
Company common stock at an exercise price of $.30 per share. This option shall
vest 50% on August 27, 1996, with the remainder to vest at such time as
determined by the Company's Compensation Committee.

HEART LABS OF AMERICA, INC.

By: /S/ MICHAEL MORRELL
Name: Michael F. Morrell
Title: CEO

EMPLOYEE:

/S/ HARRY R. KOBRIN
HARRY R. KOBRIN
<PAGE>
EXHIBIT D
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.

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 February 12, 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 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.

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. 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
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.
<PAGE>
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.

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.

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;

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.

D. FULL DISCLOSURE. The information concerning Client provided to
Consultant pursuant of this Agreement (including without limitation, the
Disclosure
<PAGE>
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.

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").

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
<PAGE>
\ satisfy an existing or contemplated undertaking need or
indebtedness.

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.

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
tobe established to the satisfaction of
the company.
<PAGE>
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, 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.

BY: /s/ Joseph Zuckerman

CLIENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /s/ Michael F. Morrell
<PAGE>
EXHIBIT E

AMENDMENT
TO
CONSULTING AGREEMENT

This Amendment to the Consulting Agreement is made as of the 27th day of
January 1997, by and between MCOA, INC., a Florida corporation, with principal
offices at 2622 Timber Creek Circle, Boca Raton, Florida 33431 ("Consultant")AND
MEDICAL INDUSTRIES OF AMERICA, INC. ('MIOA"), a Florida corporation with
principal offices located at 03 S. Congress Avenue, Suite 400, Boynton Beach, FL
33426.

WHEREAS, Consultant and MIOA entered into an agreement under which
Consultant was to provide qualified medical doctors to perform professional
services to patients generated by MIOA, and

WHEREAS, Consultant has performed such services and MIOA now wishes to
extend the Agreement;

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, Consultant and MIOA hereto agree as follows:

1. INFORMATION TO BE FURNISHED BY MIOA. MIOA shall furnish Consultant with
current information about its patients and potential patients and shall also
provide any other information requested by Consultant to assist Consultant in
providing services to patients of MIOA ("Client Information").

2. SERVICES PROVIDED AND TO BE PROVIDED BY CONSULTANT. Consultant will
continue to hire qualified medical doctors to provide professional services to
MIOA's patients in the Central Florida area.

3. COMPENSATION FOR SERVICES. As consideration for Consultant to enter
into this Amended Agreement and provide the services described above, Consultant
shall receive a consulting fee of 100,000 Thousand ($100,000) Dollars, payable
with 50,000 shares of stock of MIOA which shall be freely traded by virtue of
their registration under an S-8 Registration Statement.

4. TERM AND TERMINATION. This original Agreement shall become effective as
of January 27, 1997, and this Amended Agreement shall remain in effect for a
period of three (3) years.

Page 1 of 4
<PAGE>
5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer/employee relationship. It is the intention of each party that the
Consultant shall be an independent contractor, and not an employee of MIOA.
Consultant shall not have the authority to act as the agent of MIOA, except when
such authority is specifically delegated in writing to Consultant herein or by a
senior officer of MIOA.

6. 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 Consultant, MIOA may immediately terminate this Agreement by
notice in writing. In the event of such a breach by MIOA, Consultant shall be
entitled to seek such remedies as are available under the laws of the State of
Florida. Any other termination must be by mutual consent of Consultant and
Client.

7. REPRESENTATION AND WARRANTIES

A. Consultant represents and warrants that it will use reasonable
care in performing the services required to be provided under
this Agreement and will devote at such time and attention to
fully perform professional services to patients of MIOA.
Consultant shall comply with all applicable statutes, 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, MIOA
shall be fully responsible to assure MIOA information is
accurate and complete.

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

8. MIOA'S ADDITIONAL REPRESENTATION AND WARRANTIES. MIOA warrants and
represents the following:

A. That this 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 Amended Agreement has been approved
by all necessary corporate action.

Page 2 of 4
<PAGE>
C. The execution and delivery by MIOA of this Agreement does not,
and the performance by MIOA of its obligations hereunder will
not, violate any provision of the Certificate of Incorporation
or by-laws of MIOA or violate agreement, instrument law,
ordinance, regulation, order, arbitration award judgment, or
degree to which MIOA is a party, or by which MIOA is bound.

9. INDEMNIFICATION. MIOA is to indemnify and hold the Consultant, ("The
Indemnified Party") harmless from and against any and all losses, claims,
damages, labilities 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. MIOA will not be liable under the foregoing
indemnification provision should any loss, claim, damage, liability or expense
be found in a final judgment by a court of competent jurisdiction or settlement
consented to by Consultant, to have resulted from Consultants fraud, willful
misconduct or gross negligence.

MIOA 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 or transaction contemplated by this
Agreement.

10. MISCELLANEOUS

A. This Agreement shall be interpreted and construed in accord
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.

B. Neither party may assign its rights or duties under this
Agreement without the prior written consent of the other
party, except that Consultant or written notice to MIOA may
assign to any other party, without MIOA's consent, its right
to receive all or any portions of the fees and expenses due
and owing to it.

C. 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.

Page 3 of 4
<PAGE>
D. 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.

E. MIOA acknowledges that the Consultant will be performing
services for others during the term of the 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.

AGREED TO AND ACCEPTED,
MCOA, INC

BY: /S/ RONALD RIEWOLD
RONALD RIEWOLD, PRESIDENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /S/ MICHAEL F. MORRELL

Page 4 of 4
<PAGE>
EXHIBIT F

CONSULTANT AGREEMENT

THE CONSULTING AGREEMENT is made as of the 27th day of January, 1997, by
and between CARDIAC CONSULTING, INC., a Florida corporation, with principal
offices at 116 First Lane, Greenacres, Florida 33463 ("Consultant") and MEDICAL
INDUSTRIES OF AMERICA, INC., ("MIOA"), a Florida corporation with principal
offices located at 1903 S. Congress Avenue, Suite 400, Boynton Beach, Florida
33426.

WHEREAS, Consultant and Client wish to enter into an agreement under which
Consultant will provide advice as to the operation and expansion of the business
of cardiac catherization mobile laboratories.

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

1. INFORMATION TO BE FURNISHED BY MIOA. MIOA shall furnish Consultant with
its basic plans to expand its business of cardiac catherizations within the
southeastern portion of the United States.

2. SERVICES PROVIDED AND TO BE PROVIDED BY CONSULTANT. Consultant will
solicit and visit doctors and hospitals within the geographic area to ascertain
if a particular site can generate sufficient business to support a catherization
laboratory.

3. COMPENSATION FOR SERVICES. As consideration for Consultant to enter
into this agreement and provide services described above, Consultant shall
receive a consulting fee of One Hundred fifty Thousand ($150,000) Dollars
payable in registered common shares. In addition to the compensation above set
forth, Consultant shall be entitled to be promptly reimbursed for all expenses
incurred by Consultant for such things as travel and other expenses relating to
the performance of his services under this agreement.

4. TERM AND TERMINATION. This Agreement shall become effective as of April
1, 1997, and shall remain in effect for a period of three (3) years unless
terminated as herein provided.

5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer/employee relationship. It is the intention of each party that the
Consultant shall be an independent contractor, and not an employee of MIOA.
Consultant shall not have the authority to act as the agent of MIOA, except when
such authority is specifically delegated to Consultant herein or by any officer
of MIOA, in writing.

6. WITHDRAWAL BY CONSULTANT OR MIOA. Either party shall be entitled to
withdraw from further performance under this Agreement without penalties or
refund of compensation fees as
<PAGE>
described in Item 3 in the event that the other party does not perform pursuant
to this Agreement. In the event of such a breach by the Consultant, MIOA may
terminate this Agreement by written notice to Consultant, MIOA. Any other
termination must be by mutual consent of Consultant and Client.

7. REPRESENTATION AND WARRANTIES.

A. Consultant represents and warrants that it will use reasonable
care in performing the services required to be provided under
this Agreement and will devote at its time and attention so as
to expand the Cardiac Catherization of MIOA in a profitable
and expeditious manner.

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

8. MIOA's Additional Representation and Warranties. MIOA 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 by the signatory hereto is
within the power of such signatory.

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

9. Indemnification. MIOA is to indemnify and hold the Consultant harmless
from and against any and all losses, claims, damages, liabilities and expenses
whatsoever, joint or several, as incurred, to which Consultant may become
subject arising out of performance of operations contemplated hereunder. MIOA
will not be liable under the foregoing indemnification provision to the extend
that any loss, claim, damage, liability or expense is found in a final judgment
by a court to have resulted from Consultants fraud, willful misconduct or gross
negligence.

MIOA 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 or transaction contemplated by the
Agreement.
<PAGE>
10. MISCELLANEOUS.

A. 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.

B. Neither party may assign its rights or duties under this Agreement
without the prior written consent of the other party.

C. 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.

D. 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.

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.

AGREED TO AND ACCEPTED,
CARDIAC CONSULTING, INC.

BY: /s/ ROBERT SEGARRA
ROBERT SEGARRA, PRESIDENT

MEDICAL INDUSTRIES OF AMERICA, INC.

BY: /s/ MICHAEL F. MORRELL
MICHAEL F. MORRELL
CHIEF EXECUTIVE OFFICER
<PAGE>
April 18, 1997

Strategica Group
1221 Brickell Ave
Suite 2600
Miami, FL 33131

RE: EXTENSION OF CONSULTING AGREEMENT

Gentlemen:

In accord with our prior discussions this will confirm that the above referenced
Consulting Agreement has been amended to extend the said Agreement for two (2)
additional months and to provide for the issuance of Six Thousand Five Hundred
(6,500) additional shares of this Company's common stock by way of payment for
such services through an S-8 Registration Statement.

Please sign and return this extension without delay and we will file the S-8
today.

Thank you.

Very truly yours,

/S/ EDWIN F. RUSSO

Edwin F. Russo
Consultant

Approved:

/S/ HARRY GURWITCH

Strategica Group

1903 S. Congress Ave, Suite 400, Boynton Beach, FL 33426 Phone: (561) 737-2227
FAX: (561) 737-5008
<PAGE>
EXHIBIT G
CONSULTING AGREEMENT

THIS AGREEMENT is made and entered into as of the 20th day of December 1996, by
and between MEDICAL INDUSTRIES OF AMERICA, INC., a Florida corporation
("Company") and STRATEGICA GROUP ("Strategica").

WITNESSETH THAT:

WHEREAS, the Company desires to engage Strategica as a consultant for
advice regarding the Company's financial and capital structure, and assistance
in developing a equity capital markets' plan, and

WHEREAS, Strategica is willing to provide such services to the Company for
a fee; and

WHEREAS, the parties hereto desire to enter into this Agreement upon the
terms and conditions hereinafter set forth, and

WHEREAS, the persons signing below are duly authorized to do so on behalf
of Company and its directors and shareholders, as applicable, and this agreement
is binding upon such persons and entities.

NOW, THEREFORE, in consideration of the premises and the mutual promises,
covenants and consideration contained herein, the sufficiency of which is hereby
expressly acknowledged, the parties hereby agree and covenant as follows:

1. SERVICES Strategica agrees to provide certain financial and managerial advice
and services as requested by the officers of the Company. Strategica shall be
required to provide the services reasonably requested of it hereunder on a
timely basis, devoting such time as Strategica shall deem appropriate in its
discretion.

It shall be in the Company's sole discretion as to whether or not to
utilize Strategica's advice and suggestions. In the context of this Agreement,
the terms financial, and managerial consulting services are defined and
understood to include, without limitation, any of the following:

1. Conduct a due diligence review of the Company's books and records.

2. Review all proposed acquisition targets and purchase agreements.

3. Review and provide advice with regards to the Company's business plans.

4. Provide the Company with assistance involving the acquisition.

5. Provide the Company with assistance involving the Company for
further access to the equity capital markets.

6. Other related matters.
<PAGE>
You hereby retain us to act on your behalf, subject to the matter set forth
herein. At our request, you will furnish or cause to be furnished to us such
current and historical financial and other information regarding the business of
the Company as the Company shall have available. The Company warrants the
accuracy and completeness of any such information furnished to us to its best
knowledge at the time it is so furnished. In connection with our activities
hereunder, you authorize to make appropriate use of such information, including
discussing it with, and delivering it to, external consultants, but only after
receipt of an appropriate confidentiality letter, if required.

2. PERFORMANCE AS DISTINGUISHED FROM ADVICE Strategica shall have no
obligation to carry out or perform any program, task or act that may develop
from its advice and consultation. The Company shall be solely responsible for
such performance. Strategica makes no representation or warranty as to the
results of success the Company may achieve by reason of the advice provided by
Strategica.

3. CONSULTING FEES In consideration of Strategica's execution of this
Agreement, the Company agrees to pay Strategica a non-refundable retainer
payment of $25,000 plus out-of-pocket expenses that may be incurred by
Strategica, payable as follows: (a) $12,500 upon the signing of this agreement,
(b) $12,500 upon written notification from Strategica that Strategica is
satisfied with the initial results of its consulting review and intends to
complete its review, and (c) upon receipt of invoice(s), the Company shall pay
any reasonable out-of-pocket expenses. The $12,500 retainer payment as described
in part (b) of the previous sentence will be the result of the sale of the
Company's S-8 stock in the open market, furnished by the Company to Strategica,
and the number of shares to be furnished will be in an amount adequate to
satisfy the Company's payment obligations hereunder. Out-of-pocket expenses
shall include, but not be limited to, professionals employed by Strategica, all
travel expenses and lodging, research data, duplicating and courier services.
Fees and expenses during the consulting review in excess of $5,000 in the
aggregate shall not be incurred prior to the Company's written approval.

4. TERM The Term of this Agreement shall commence on the date hereof and
continue for a term of ninety (90) days.

5. NON-EXCLUSIVE The consulting and advisory services to be rendered
hereunder by Strategica shall be on non-exclusive basis. Strategica may render
similar and/or dissimilar services to any other person, firm or corporation.

6. INDEMNIFICATION The Company will indemnify and hold harmless,
Strategica, its officers, directors, shareholders, managing directors, agents,
employees and controlling persons (each an "Indemnified Person") from and
against any and all losses, claims, damages, liabilities, and expenses, joint or
several or both (including all fees of counsel and expenses in connection with
the preparations for or defense of any claim, action or proceeding), caused by
or arising out of an Indemnified Person's action pursuant to this Agreement,
except such losses, claims, damages, liabilities, or expenses as are
<PAGE>
found in a final judgment of a court of competent jurisdiction to have resulted
primarily from an Indemnified Person's gross negligence or willful misconduct.
No Indemnified Person shall have any liability to the Company as a result of
such claims, damages, or expense except for those which a final judgment of a
court of competent jurisdiction determines were incurred primarily as a result
of such Indemnified Person's gross negligence or willful misconduct. The Company
will promptly notify an Indemnified Person of the assertion against it or any
other person of a claim or the commencement of any action proceeding relating to
transactions contemplated by this Agreement. The provisions contained herein
relating to indemnification will survive any termination of this Agreement.

7. NO PARTNERSHIP, NO AGENCY Neither party to this Agreement is the agent,
partner, employee or joint venture of or with the other. Neither party shall act
as any of the above for or on behalf of the other, nor in any manner assume or
create any financial or other obligation on behalf of the other.

8. SEVERABILITY Nothing in this Agreement shall require the commission of
any act or payment of any compensation which is contrary to any express
provision of law or contrary to the policy of express law; and if there shall
exist any conflict between any provision of this Agreement and any such law or
policy, the latter shall prevail; and the provision or provisions of this
Agreement ass effected shall be curtailed, limited or eliminated to the extent
(but only to the extent) necessary to remove such conflict; and as so modified,
this Agreement shall continue in force and effect.

9. NOTICES All notices required or given under or in connection with this
Agreement shall be given in writing by addressing the same at the following
addresses:

If to Company: Medical Industries of America, Inc.
1903 S. Congress Avenue, Suite 400
Boynton Beach, FL 33426
561-737-2227 phone or 561-737-5008 fax

If to Strategica: Strategica Group
1221 Brickell Ave., Ste 2600
Miami, Florida 33131
305-536-1402 phone or 305-536-1486 fax

or at such other addresses in the United States which one party from time to
time may give the other by written notice and by mailing of the same be
registered or certified mail, return receipt requested, so addressed, postage
prepaid, or by delivery of same, toll prepaid, to a telegraph or cable company,
or by delivery of the same personally.

10. OBLIGATIONS EXPRESSES This Agreement contains the entire understanding
of the parties and no other representation, promise or agreement, oral or
otherwise shall be of any force and effect.
<PAGE>
11. ASSIGNMENT OR SALE OF BUSINESS BY THE COMPANY The Company shall not
assign this Agreement without the written consent of Strategica. If the Company
shall sell or otherwise transfer substantially all of its business or assets to
one or more third party in one or more transactions or otherwise consolidate or
merge its business with a third party, the Company agrees that a condition of
such sale, transfer, consolidation or merger shall be the assumption by such
third party of all of the Company's liabilities and obligations hereunder. In
all respects, this Agreement shall be binding upon and inure to the benefit of
the respective parties and their respective successors and assigns.

12. OTHER ADVISORS No fee payable to any other financial consultant or
advisor either by the Company or any other party, shall reduce or otherwise
effect any fee payable hereunder to Strategica.

13. MISCELLANEOUS PROVISIONS The instrument sets forth the entire
agreement between the parties hereto and may not be canceled, altered or amended
except by an instrument in writing duly executed by both of the parties hereto.
No waiver of any breach hereof in any one instance shall be deemed to be a
waiver of any term or condition. This Agreement shall be construed and governed
in accordance with the laws of the State of Florida and the parties agree that
proper venue shall be in Dade County, Florida. The parties waive trial by jury
in the event of any dispute.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
day and year above written.

MEDICAL INDUSTRIES OF AMERICA, INC.

By: /S/ MICHAEL F. MORRELL
Name: Michael F. Morrell
Title: Chairman and CEO
Duly authorized

STRATEGICA GROUP

By: /S/ HARRY GURWITCH
Name: Harry Gurwitch
Title: Managing Director
<PAGE>
EXHIBIT H

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of the 1st day of March 1997 by and
between JEAN JOHNSTONE OF LANSING, MICHIGAN ("CONSULTANT") 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
consultants will provide specific computer support services to Client in
situations in which Consultant has had many years of experience working and
developing computer data bases.

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 and shall also provide any other
public information reasonably requested by Consultants to assist Consultants in
providing services to client ("Client Information").

2. COMPENSATION FOR AND SERVICES TO BE PROVIDED BY CONSULTANT. Consultant will
devote time and personnel to review any recommendations of Client's useable
computer technologies by way of compensation and shall receive the sum of
$40,000 for the initial services to be provided herein.

3. TERM AND TERMINATION. This Agreement shall become effective as of March 1,
1997, and shall remain in effect for nine (9) months 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 independent contractors, 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 1 of 3
<PAGE>
5. WITHDRAWAL BY CONSULTANTS 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 Client Information 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.

Page 2 of 3
<PAGE>
9. INDEMNIFICATION - Continued

otherwise, related to or arising out of performance of Service 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 found in a final judgment by a court to have resulted from
Consultant's 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.

10. 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.

CONSULTANT:
AGREED AND ACCEPTED:
JEAN JOHNSTONE

By: /S/ JEAN JOHNSTONE

CLIENT:
MEDICAL INDUSTRIES OF AMERICA, INC.

/S/ MICHAEL F. MORRELL

Page 3 of 3
<PAGE>
EXHIBIT I

CONSULTING AGREEMENT

THIS Agreement is executed this 1st day of February, 1997, by and between
DIMICK INTERNATIONAL & Associates, Inc. (DIA), a Florida corporation, and
MEDICAL INDUSTRIES OF AMERICA, INC. (MIOA), a Florida corporation.

WHEREAS DIA (hereinafter Consultant) and MIOA (hereinafter Company) desire
to set forth herein their understandings and agreements;

WHEREAS DIA and MIOA desire to memorialize their previous verbal
agreements at this date;

NOW, THEREFORE, in consideration of the mutual promises herein set forth
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows.

1. ENGAGEMENT OF CONSULTANT

A. The Company does hereby appoint and engage Consultant with respect
to matters specified in Section 2 for the consideration specified in
Section 3.

B. Consultant hereby accepts acknowledgment by the Company with respect
to matters specified in Section 2 for the consideration specified in
Section 3.

2. SCOPE OF SERVICES.

A. During the term of this agreement as specified in Section 4,
Consultant has assisted the Company by identifying and coordinating
corporate restructuring of operations and management, the
preparation for the dividend spin-off of subsidiary businesses, and
the implementation of related business strategies; these services
have been performed under the supervision of senior management of
the Company.

B. Consultant has not been nor is subsequently prevented or impeded in
any way with this agreement from participation or involvement in
other business ventures and matters.

Page 1 of 3
<PAGE>
C. As Consultant has not been involved in raising money for the
Company, Consultant's shares are applicable to S-8 rules. Any fees
earned by Consultant relating to the raising of money must not be
included in S-8 shares received; both the Company and the Consultant
warrant any S-8 shares so received by the Consultant are not related
to any money raising activities.

3. COMPENSATION OF CONSULTANT.

A. ACCRUED EXPENSES. Consultant shall receive up to $10,000 for accrued
expenses during the past seven month billing period as itemized at
Exhibit A.

B. ACCRUED BILLING. Consultant shall receive 60,000 shares of
free-trading S-8 stock, registered in the name of Douglas Roberts
Dimick, from the Company for accrued billings of services provided
during the period from July 10, 1996 to March 1, 1997.

C. RELEASE. The above compensation is the entire amount due to the
Consultant; any and all claims by the Consultant against MIOA, its
officers, agents, and subsidiaries related to the provision and
payment of such services shall be released by the Consultant upon
payment.

D. PAYMENT DUE. Payment is due 14 days upon the date of execution of
this agreement.

4. TERM.

The term of this agreement shall include all services performed from July
10, 1996 to March 1, 1997; this period of time constitutes the entire term of
the agreement.

5. REPRESENTATIONS AND WARRANTIES OF CONSULTANT.

Both the Company and the Consultant hereby represent and warrant that each
has full power and legal right and authority to execute, deliver, and perform
under this agreement and that each signatory person executing this agreement has
the full power and authority to do so.

6. BINDING EFFECT; ASSIGNMENT; MODIFICATION AND TERMINATION.

A. This agreement shall be binding upon and inure to the benefit of the
Company and the Consultant and their respective heirs, executors or
administrators, personal or legal representatives, estate, legatees,
and successors.

Page 2 of 3
<PAGE>
B. The obligations under this agreement may not be assigned by either
party without the prior written consent of the other. the

C. This agreement may be modified or terminated only upon the express,
mutual consent of both parties as evidenced in writing.

7. GOVERNING LAW.

This Agreement shall be construed in accordance with and governed by the
laws of the State of Florida (without giving effect to conflict-of-laws
principles).

8. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. The captions
and headings herein are solely for convenience and do not constitute a part of
this agreement.

IN WITNESS WHEREOF, the Company has caused this agreement to be executed
by its duly authorized officers, and the Consultant has executed this agreement,
all effective as of the date first above written.

CONSULTANT

/S/ DOUGLAS R. DIMICK
DOUGLAS R. DIMICK
CHAIRMAN

COMPANY

/S/ MICHAEL F. MORRELL
MEDICAL INDUSTRIES OF AMERICA, INC.

Page 3 of 3
<PAGE>
EXHIBIT J
LITIGATION SUPPORT
CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of the 1st day of February 1997 by
and between WEINBERG, PERSHES & COMPANY, P.A., CERTIFIED PUBLIC ACCOUNTANTS
("CONSULTANTS"), Suite 314, 6100 Glades Road, Boca Raton, FL 33434 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, Consultants and Client wish to enter into an agreement by which
consultants will provide specific litigation support services to Client in
business situations in which Consultants have had many years of experience
working with legal counsel in support of pending litigations.

1. INFORMATION TO BE FURNISHED BY CLIENT. Client shall furnish Consultants 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 and shall also provide any other
public information reasonably requested by Consultants to assist Consultants in
providing services to client ("Client Information").

2. COMPENSATION FOR AND SERVICES TO BE PROVIDED BY CONSULTANT. Consultants will
devote time and personnel to review any recommendations of Client's acquisitions
of assets or companies and in other areas of mergers, financing, corporate
structuring, operations accounting, federal and state income taxes and the like
by way of compensation shall receive the sum of $30,000 for the services to be
provided herein.

3. TERM AND TERMINATION. This Agreement shall become effective as of February 1,
1997, and shall remain in effect for nine (9) months 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
Consultants shall be deemed independent contractors, and not an employee of the
Client. Consultants shall not have the authority to act as the agent of the
Client, except when such authority is specifically delegated to Consultants
herein or by any officer of the Client, in writing. Subject to the performance
of services hereunder shall be the sole control of the Consultants.
<PAGE>
5. WITHDRAWAL BY CONSULTANTS 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, Consultants, 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 Consultants and Client.

6. REPRESENTATIONS AND WARRANTIES.

A. Consultants 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. Consultants
shall comply with all applicable statues, rules and regulations governing all
aspects of the Services to be performed by the Consultants under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information 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 Consultants 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.

9. INDEMNIFICATION. The Client agrees to indemnify and hold the Consultant,
("The Indemnified Parties") 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 Service 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 found in a final judgment by a court to
have resulted from Consultants fraud, willful misconduct or gross negligence.
<PAGE>
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.

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.

CONSULTANTS:
AGREED AND ACCEPTED:
WEINBERG, PERSHES & COMPANY, P.A.

By: /S/ PAUL C. PERSHES
PAUL PERSHES

CLIENT:
MEDICAL INDUSTRIES OF AMERICA, INC.

/S/ MICHAEL F. MORRELL
<PAGE>
EXHIBIT K

CONSULTANT AGREEMENT

THIS CONSULTING AGREEMENT is made as of the 7th of June, 1996, by and
between Edwin F. Russo ("Consultant"), of 6650 Stratford Drive, Parkland, FL
33067 and Heart
Labs of America, Inc., ("Client), a Florida corporation with principal offices
located at 1903 South Congress Ave., Boynton Beach, FL 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 many years of experience such as acquisitions, mergers,
business combinations, financial strategies, corporate structuring and the like.

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 and shall also provide any other
public information reasonable by Consultant to assist Consultant in providing
services to client ("Client Information").

2. Services Provided and to be Provided by Consultant. Consultant will devote to
the Client's acquisitions of assets or companies and in other areas of mergers,
financing, corporate structuring, operations and the like.

3. Compensation for Services. As consideration for Consultant to enter into this
Agreement and provide the services described above, Consultant shall receive a
consulting fee of $5,000 per month, payable on the fifteenth (15th) date of each
month, beginning June, 1996. In addition to the compensation above set forth,
Consultant shall be entitled to be promptly reimbursed for all expenses incurred
by Consultant for such things as travel and other expenses relating to the
performance of his services under this Agreement. In addition, Consultant shall
be entitled to receive up to five hundred ($500) dollars per month for car lease
payments for the life of this agreement.

4. Term and Termination. This Agreement shall become effective as of June 1,
1996, and shall remain in effect for 24 months unless terminated pursuant to
Paragraph 6 below.

5. Relationship of Parties. This Agreement shall not constitute an
employer/employee relationship. It is the intention of each party that the
Consultant shall be 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
<PAGE>
or by any officer of the Client, in writing. Subject to the performance of
Consultant's Services hereunder shall be the sole control of the Consultant.

6. 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 Consultant, the Client may terminate 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.

7. Representations and Warranties

A. Consultant represents and warrants that it will use reasonable care
in performing the ervices required to be provided under this
Agreement and will devote at least 50 hours per calendar month in
his services to Client. Consultant shall comply with all applicable
statutes, rules and regulations governing all aspects of the
Services 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 Client Information is
accurate and complete. Client understands and acknowledges that
consultant cannot guarantee that the services provided hereunder
will achieve and particular objective or fulfill any specified
goals.

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.

8. 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
now, 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.

9. Indemnification. The Client 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
<PAGE>
(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 found in a final judgment
by a court to have resulted from Consultants 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 or transaction contemplated by this
Agreement.

10. 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.

Neither party may assign its rights or duties under this Agreement without the
express prior written consent of the other party, except that Consultant may
assign to any other party, without Client's consent, its right to receive all or
any portions of the fees and expenses due and owing to it.

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 the Agreement and agrees that the services to be
provided hereunder shall be adequate consideration for this Agreement.

AGREED TO AND ACCEPTED

/S/ EDWIN F. RUSSO
Edwin F. Russo

HEART LABS OF AMERICA, INC.

By: /S/ HARRY KOBRIN
Harry Kobrin
Executive Vice President