RECITALS

                     MODIFICATION TO SETTLEMENT AGREEMENT

      This Modification to Settlement Agreement ("Modification") is entered into
on the day of March, 1997 by and between, Westmark Group Holdings, Inc., a
Delaware corporation ("WGHI") and Medical Industries of America, Inc., a Florida
corporation ("MIOA"), and is made with reference to the following:

                                   RECITALS

      WHEREAS, WGHI and MIOA entered into a Settlement Agreement ("Agreement")
on the 23rd day of January, 1997 and;

      WHEREAS, the parties desire to modify said Agreement;

      NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, WGHI and MIOA mutually agree to modify the Agreement as follows:

      1.    Paragraph 1 is hereby modified to read as follows:
            WGHI covenants and agrees that WGHI is diligently negotiating a
            financing proposal that would provide additional capitalization to
            WGHI in a minimum amount of $3,000,000 and a maximum amount of
            $6,000,000. For the purpose of this Agreement, "Additional
            Capitalization" shall be defined as gross proceeds. The parties
            hereto further mutually agree that the terms and conditions of this
            Agreement and the duties and responsibilities herein contained are
            subject to and expressly conditioned upon the receipt by WGHI of
            minimum Additional Capitalization in the sum of $3,000,000 by April
            21, 1997 ("First Tranche"). Upon receipt of said Additional
            Capitalization WGHI and MIOA agree to do and perform the following
            no later than May 21, 1997 (the "Closing Date").

      2.    Paragraph 1a.(i) is hereby modified to read as follows: a. WGHI
            shall pay MIOA as follows:

                  (i) $1.5 million cash on or before May 21, 1997, provided that
                  WGHI shall have received no less than $6,000,000 in gross
                  proceeds as a result of Additional Capitalization. In the
                  event the Additional Capitalization received by WGHI is less
                  than $6,000,000 but more than $5,000,000, MIOA shall receive
                  all proceeds in excess of $5,000,000.

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                  In the further event the Additional Capitalization received by
                  WGHI is less than $5,000,000 but more than $3,000,000, MIOA
                  shall receive ten percent (10%) of said Additional
                  Capitalization. If WGHI receives no more than $3,000,000 in
                  Additional Capitalization by April 21, 1997, MIOA shall
                  receive a cash payment of $300,000 on May 1, 1997.

      3. Except as hereinabove modified, said Agreement shall continue in full
force and effect.

      IN WITNESS WHEREOF, the parties have executed this Modification as of the
date first stated above.

WESTMARK GROUP HOLDINGS, INC.             MEDICAL INDUSTRIES OF AMERICA
By:                                       By:

Its:                                      Its:






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