Exhibit 4.2

                             CONSULTING AGREEMENT


STEWART A. MERKIN & MED GEN, INC.


October 16, 2000


MED GEN INC.
7284 W. Palmetto Park Road
Suite #106
Boca Raton, FL 33433

Stewart A. Merkin, Esq.
444 Brickell Ave., Ste. 300
Miami, Florida 33131

Re: Engagement

Dear Mr. Merkin:

     We are pleased to confirm the arrangements under which Stewart A.
Merkin (The "Consultant") is engaged by Med  Gen Inc.  (The "Company".)

     The Consultant and the Company agree as follows with respect to the
Transaction:

1. Servicing.  During the Term (as hereinafter defined), the Consultant
   shall render such services to the Company so as continue to assist the
   Company in the preparation of reports required by the Securities and
   Exchange Commission under the  Securities and Exchange Act of 1934
   (the "Transaction".)

2. Term of Engagement.  Either party hereto may terminate this
   Agreement at any time after the date hereof, with or without cause,
   upon fifteen (15) days written notice to the other party (the "Term").

3. Engagement Fee.  Upon the execution of this Agreement, the Company
   shall issue to the Consultant as a fee (an "Engagement Fee") 20,000
   shares of the Company's common stock and options to acquire 15,000
   shares of the Company's common stock at an exercise price of $1.00 per
   share (the "Shares"), which amount shall not be refundable.

4. Registration Rights.  The Company hereby covenants and agrees to
   immediately file, from the date hereof, a registration of Form S-8
   with the Securities and Exchange Commission with respect to the
   Shares, including a re offer prospectus, to the extent required.

5. Further Assurances.  In connection with the issuance of the options
   to purchase Shares of Common Stock of the Company to the Consultant
   pursuant to this Agreement as a Transaction Fee, the Consultant
   covenants and agrees that he shall execute and deliver, or cause to be
   executed and delivered, any and all such further agreements,
   instruments, certificates and other documents, including a
   Subscription Agreement and shall take or cause to be taken any and all
   such further action as the Company may reasonably deem necessary or
   desirable in order to carry out the intent and purpose of this
   Agreement.

6. Indemnification. Each party agrees to indemnify and hold the other
   harmless form any loss, damage, liability or expense, including
   reasonable attorney's fees and other legal expenses to which the other
   party may become subject arising out of or relating to any act or
   omission by the indemnifying party (or any person connected or
   associated with the indemnifying party), which is or is alleged to be
   a violation of any applicable statutes, laws or regulations or arising



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   from the negligence of willful misconduct of the indemnifying party.

7. Cooperation Confidentiality.  During the term of this Agreement, the
   Company shall furnish the Consultant with all information, data, or
   documents concerning the Company that the Consultant shall reasonably
   deem appropriate in connection with his activities hereunder, other
   than material non-public information.

8. Notice.  All notices, requests, demands and other communications
   under this Agreement shall be in writing, and shall be deemed to have
   been duly given (a) on the date of service, if served personally on
   the party to whom notice is to be given, (b) on the day after the date
   sent by a recognized overnight courier service with all charges
   prepaid or billed to the account for the sender, (c) five (5) days
   after being deposited in the mail if sent by first-class air mail,
   registered or certified, postage prepaid, or (d) on the day after the
   date set forth on the transmission receipt when sent by facsimile
   transmission to the party being notified at its address or facsimile
   number set forth below or such other address or facsimile numbers as
   any party hereto shall subsequently notify all other parties hereto in
   writing.

                     (a)   If to the Consultant:
                           Stewart A. Merkin, Esq.
                           444 Brickell Ave., Ste. 300
                           Miami, Florida 33131

                     (b)   If to the Company:
                           Med Gen, Inc.
                           7284 W. Palmetto Park Road
                           Suite #106
                           Boca Raton, FL   33433

9. Non-Assignability; Binding Effect.  Neither this Agreement, nor any
   of the rights or obligations of the parties shall be assignable by
   either party hereto without the prior written consent of the other
   party.  This Agreement shall be binding upon and shall inure to the
   benefit of the parties hereto and their respective heirs, executors,
   administrators, personal representatives, successors and permitted
   assignees.

10.Choice of Law.  This Agreement shall be governed and enforced in
   accordance with the laws of the State of Florida, without regard to
   its conflict of law principles.

        MED GEN INC.


        By:_______________________         _________________________
           Paul S. Mitchell, Pres.         Stewart A. Merkin, Esq.




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