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To: Sheri who wrote (735)	6/24/1998 6:25:00 AM
From: blessed	Respond to of 1177

For your information: Medical Industries of America and Physician Health Corp. Agree on Terms of Merger BOYNTON BEACH, Fla.--(BUSINESS WIRE)--June 22, 1998--Medical Industries of America Inc. (NASDAQ:MIOA - news) and privately held Physician Health Corp. (PHC) jointly announced Monday that they have agreed subject to final due diligence on all significant terms of the merger of Physician Health Corp. (PHC) into MIOA. The terms of the merger provide for MIOA to issue approximately two (2) shares of fully diluted common stock for every one (1) fully diluted share of PHC common stock, subject to final adjustment. The merger is further subject to approval by both boards of directors, MIOA shareholders and PHC shareholders. According to Michael F. Morrell, chairman and CEO of MIOA: ''It is with great pleasure that we announced that Physician Health Corporation is merging into MIOA and is now positioned as one of America's leading companies in medical ancillary services. MIOA believes the merger will increase its earnings potential and provide access to additional capital. The estimated combined revenues will be approximately $130 million in 1998. The merging of these two ancillary service companies will provide the necessary financial resources, depth of management and market opportunities to allow for the growth of the company.'' PHC's Chief Executive Officer Sarah C. Garvin will serve as CEO of the combined companies and Thomas M. Rodgers, CFO of PHC, will serve as CFO. J. Michael Ribaudo, MD will remain on the board of directors and continue to serve as the president of the physician partners ancillary division and CEO of the St. Louis region. Dr. Ribaudo will report directly to Ms. Garvin. Michael Morrell will be appointed as executive vice president of the combined company and as CEO of the ancillary service companies and will also report directly to Ms. Garvin. Morrell and Paul Pershes, current president of MIOA, will serve on the combined company's board of directors and will have active roles within the company and its management. Physician Health Corp., whose ancillary services and physician partners are located primarily in Orlando, Fla.; Cincinnati; Arlington, Texas; Atlanta and St. Louis, owns and manages many ancillary services including ambulatory surgery centers, out-patient surgery centers, oncology and cardiovascular centers, a sleep lab, and is in the process of developing other ancillaries including birthing centers. The company intends to continue growing its medical services business through strategic partnerships with physicians as well as with physician ancillary service groups. Medical Industries of America operates medical ancillary services businesses, multi-specialty medical group practices and is expanding the delivery of diversified medical technologies, products and services. The company also provides diagnostic and therapeutic healthcare services to the surgical and medical community through its mobile cardiac catheterization services to hospitals and physician practices primarily in the State of Florida, as well as air ambulance services, pain rehabilitation and sleep centers and comprehensive pharmaceutical and high tech infusion services, in addition to physician practice management and billing. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, regulatory approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the company's filings with the Securities and Exchange Commission. Contact: Medical Industries of America Inc., Boynton Beach Linda Moore, 561/737-2227