Exhibit 10.19


                FINANCIAL PUBLIC RELATIONS / CONSULTING AGREEMENT
                -------------------------------------------------


This  Agreement,  made this 1st day of September  1998,  by and between  Medical
Dynamics,  Inc.,  (NASDAQ/MEDY) of 99 Inverness Drive East, Englewood,  CO 80112
(hereinafter  defined as "Company"),  and Merchant  Capital,  Inc., of 5300 West
Sahara,  Suite 101, Las Vegas,  NV 89102,  engaged in providing  consulting  and
financial public relations services (hereinafter defined as "Consultant").

Witnessth that:

     Whereas,  the Company  requires  consulting and financial  public relations
     services and desires to employ Consultant to provide such services, and

     Whereas,  the  Consultant  has advised the Company that the  Consultant  is
     experienced  in the field of financial  public  relations  and in complying
     with the  requirements of the federal and applicable  state securities laws
     with respect to Consultant's  activities in the financial  public relations
     field.

     Whereas, Consultant is agreeable to such engagement, and the parties desire
     a written document  formalizing their relationship and evidencing the terms
     of their agreement.

     Now therefore,  intending to be legally bound and in  consideration  of the
     mutual promises and covenant, the parties have agreed as follows:

1.   Appointment.  The  Company  hereby  appoints  Consultant  as  non-exclusive
     financial  public   relations   counsel  and  hereby  retains  and  employs
     Consultant  under the terms and  conditions of this  Agreement.  Consultant
     hereby  accepts  such  engagement  under the terms and  conditions  of this
     Agreement,

2.   Term.  The term of this Agreement  shall begin  September 1, 1998 and shall
     terminate on September 1, 1999 unless sooner terminated as provided herein.

3.   Services.  Consultant  shall act  generally  as a  non-exclusive  financial
     public relations counsel consulting with and providing the Company with its
     opinions and recommendations  respecting existing and potential  Investment
     bankers,  market  makers,   broker-dealers,   underwriters  and  investors.
     Consultant shall, from time to time, act as liaison between the Company and
     any such  person.  Consultant  shall act as  advisor  to the  Company  with
     respect to public relations  communications  and information  distribution.
     From time to time,  as the Company may request,  Consultant  will engage in
     planning, designing, developing, organizing, writing, and distributing such
     communications.

     A.   As the  Company may direct,  Consultant  will assist the Company  with
          respect to shareholder  meetings,  media interviews and interviews and
          meetings between the Company and financial  analysts and other members
          of the investment community.


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     B.   Generally,  Consultant will seek to make the Company,  its management,
          products,   services  and  prospects  known  to  potential  investment
          bankers,  market makers,  broker-dealers,  underwriters and investors,
          the  financial  community and the public.  With the  assistance of the
          Company,  consultant will create a research report to be published and
          distributed to the financial co mmunity.

     C.   Company shall promptly provide Consultant with all and complete copies
          of all  filings  with  federal  and state  securities  regulators  and
          agencies,  shareholders reports,  proxies, sales material,  brochures,
          and press releases, whether or not Consultant may have assisted in the
          preparation  of any such  written  material.  Any such  correspondence
          shall  be  sent  to  Merchant  Capital,   Inc.,  424  Spencer  Street,
          Elizabeth, NJ 07202.

     D.   Company shall immediately notify Consultant of the Company's intention
          of filing of any registration statement for the sale of securities and
          of any other event, which may trigger any restriction on publicity.

     E.   Company  shall  notify  Consultant  if any  information  that has been
          provided to Consultant has not been generally released or promulgated.

     Company has an affirmative duty to conspicuous mark as  "Confidential"  any
     document that may contain proprietary or confidential  information.  In the
     absence of any such conspicuous marking, Consultant shall have no duty hold
     from  publication  any written  information  supplied to  Consultant by the
     Company.

5.   Representations of Consultant.

     (a)  The Consultant  acknowledges  that from  time-to-time the Company will
          provide  it with  information  which has not been  released  publicly.
          Whether or not  marked  "Confidential,"  to the extent the  Consultant
          understands that certain information regarding the Company has not yet
          been made publicly  available,  the Consultant  will keep and maintain
          the information confidential and will not disseminate such information
          to any person not directly  working with the Company  pursuant to this
          Agreement and who is under a similar obligation of confidentiality.

     (b)  The Consultant acknowledges that the Company's common stock is trading
          in the SmallCap market of The Nasdaq Stock Market, Inc. The Consultant
          further  acknowledges that the federal and applicable state securities
          laws impose  liabilities and  restrictions on persons to prev ent them
          from buying or selling  securities  while in  possession of non-public
          information  with  respect  to the  issuer  of  such  securities.  The
          Consultant represents and warrants that it will comply with all federa
          and applicable  state  securities  laws, and other applicable laws and
          regulations,  with  respect  to any buying or selling of shares of the
          Company's  common stock,  and further  represents  that it will obtain
          similar  agreements  from its  employees and  affiliates  who may from
          time-to-time  be in possession of information  relating to the Company
          which is non-public.

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     (c)  The  Consultant  represents  that  neither  it, nor any  affiliate  or
          employee,  is  subject  to any cease  and  desist  order,  injunction,
          restraining  order,  bar,  disgorgement  order,  or similar order as a
          result of any  judicial  or  administrative  process  brought by or on
          behalf  of an y  federal  or  state  securities  administrator  or law
          enforcement  officer,  nor are proceedings  which may result in any of
          the foregoing underway at the current time.

     (d)  The  Consultant  further  represents  with  respect  to itself and its
          affiliates  that neither it nor any affiliate or employee,  is subject
          to:

          (1) Any bankruptcy  petition filed by or against any business of which
          such person was a general  partner or executive  officer either at the
          time of the bankruptcy or within two years prior to that time;

          (2) Any  conviction  in a criminal  proceeding  or being  subject to a
          pending criminal  proceeding  (excluding  traffic violations and other
          minor offenses);

          (3)  any  order,  judgment,  or  decree,  not  subsequently  reversed,
          suspended  or  vacated,  of  any  court  of  competent   jurisdiction,
          permanently or temporarily enjoining, barring, suspending or otherwise
          limiting  his  involvement  in any  type of  business,  securities  or
          banking activities; or

          (4)  Being  found by a court  of  competent  jurisdiction  (in a civil
          action), the Commission or the Commodity Futures Trading Commission to
          have violated a federal or state  securities or  commodities  law, and
          the judgment has not been reversed, suspended, or vacated.

          (e)  The Consultant  understands that its activities  pursuant to this
               Agreement  with  respect to the Company may subject any offers or
               sales it may make of  securities  of the  Company  (whether  such
               securities are received  pursuant to this Agreement or otherwise)
               to Regulation M of the Rules and  Regulations  of the  Securities
               and  Exchange  Commission  under the  Securities  Exchange Act of
               1934, as amended.  The Consultant  agrees to comply  specifically
               with  Regulation M to the extent such Regulation is applicable to
               any activities the Consultant may undertake  relating directly or
               indirectly to the Company or its securities.

          (f)  The Consultant  acknowledges  that only the Company has authority
               to release information with respect to the Company, its business,
               assets,  operations,  and financial  condition and the Consultant
               will not release any such  information  to any person without the
               expres s consent of the Company.

5.   Representations  of the  Company.  The  Company  shall be  deemed to make a
     continuing  representation  of the accuracy of any and all material  facts,
     material information and data, which it supplies to Consultant. The Company

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     acknowledges  its awareness that  Consultant  will rely in such  continuing
     representation   in   disseminating   such  information  and  otherwise  in
     performing its financial public relations functions. 

     A.   Consultant  may,  in the  absence  of any  contrary  writing  from the
          Company,  continue  to rely on the  accuracy  and  sufficiency  of any
          information and data supplied by the Company.

5.   Indemnification. Company hereby agrees to indemnify Consultant against, and
     to hold  Consultant  harmless from,  any claims,  demands.  suits,  losses,
     damages  etc.  arising  out of  Consultant's  reliance  on the  information
     supplied to Consultant by the Company, unless Consultant has been negligent
     in fulfilling its duties hereunder.
            
     (a)  The  Consultant  will  indemnify  and  hold the  Company,  each of its
          affiliates,  its directors,  each officer of the Company, each person,
          if any, who  controls  the Company  within the meaning of the Act, and
          each  underwriter and its affiliates  (collectively  the  "Indemnified
          Party") from and against

               (i) any losses, claims, damages or liabilities, joint or several,
          to  which  the  Indemnified  Party  may  become  subject,   under  the
          Securities Act of 1933, the Securities Exchange Act of 1934, any state
          securities law, or otherwise (collectively "Losses")

               (ii) insofar as such Losses (or actions in respect thereof):  (A)
          arise out of or are based  upon any  actions  taken by the  Consultant
          pursuant to this Agreement or in connection  with any offer or sale of
          securities of the Company by the  Consultant,  or (B) arise out of any
          untrue statement or alleged untrue statement of any material fact made
          in reliance upon and in conformity with  information  furnished to the
          Company by the Consultant or on its behalf which statement is containe
          in any registration  statement which registers shares of the Company's
          common  stock  for  the  benefit  of the  Consultant,  any  Prospectus
          contained  therein,  or any  amendment or supplement  thereto,  or any
          document  incident to  registration  or  qualification  of such shares
          covered thereby under state securities or blue sky laws or (C) arising
          out of or based upon any omission or alleged omission to state therein
          a material fact required to be stated therein or necessary to make the
          statements   contained   therein  not   misleading  in  light  of  the
          circumstances  under  which  they  were made or any  violation  by the
          Consultant of the Act or state  securities or blue sky laws applicable
          to the Consultant  and relating to any action or inaction  required by
          the Consultant in connection with such  registration or  qualification
          under such state  securities  or blue sky laws,  or (D) any  liability
          resulting from the failure by the Consultant or any agent to deliver a
          Prospectus  pursuant to the requirements of the Securities Act of 1933
          following the registration of securities of the Company.

     (b)  Promptly  after receipt by an Indemnified  Party,  under the foregoing
          paragraph,  of notice of the  commencement  of any action  involving a
          claim referred to in such paragraph,  such Indemnified Party shall, if
          a claim in respect thereof is to be made against the Consultant as the
          "Indemnifying  Party" under such  paragraph,  notify the  Indemnifying

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          Party in writing of the commencement  thereof. In case any such action
          shall be brought against an Indemnified  Party and it shall notify the
          Indemnifying Party of the commencement thereof, the Indemnifying Party
          shall be entitled to participate in and to assume the defense thereof,
          with counsel  satisfactory to such Indemnified Party and, after notice
          from the Indemnifying  Party to such Indemnified Party of its election
          so to assume the defense thereof,  the Indemnifying Party shall not be
          liable to such Indemnified Party under such paragraph for any legal or
          other expenses;  provided, however, that if the defendants in any such
          action include both the Indemnified  Party and the Indemnifying  Party
          and the Indemnified  Party shall have reasonably  concluded that there
          may be reasonable defenses available to it which are different from or
          additional  to those  available  to the  Indemnifying  Party or if the
          interests  of  the  Indemnified  Party  reasonably  may be  deemed  to
          conflict with the interests of the Indemnifying Party, the Indemnified
          Party shall have the right to select a separate  counsel and to assume
          such legal  defenses and  otherwise to  participate  in the defense of
          such action with the  expenses and fees of such  separate  counsel and
          other expenses  related to such  participation to be reimbursed by the
          Indemnifying Party as incurred.

     (c)  The respective indemnities,  agreements,  representations,  warranties
          and other statements of the Company and the Consultant as set forth in
          this Agreement or made by or on behalf of them, respectively, pursuant
          to this Agreement shall remain in full force and effect  regardless of
          any  investigation  (or any statements as to the results thereof) made
          by or on behalf of the  Consultant  or any  officer,  or  director  or
          controlling person of the Consultant or the Company.
                                                                             (a)

5.   Compensation.  For all consulting and financial public  relations  services
     for the term of this  Agreement,  Company shall pay  Consultant  thirty six
     thousand shares  (36,000) of restricted  common stock,  carrying  piggyback
     registration rights, of Medical Dynamics, Inc. (MEDY), payable as f ollows:
             
     (a)  Three thousand shares (3,000) payable monthly,  beginning September 1,
          1998.

     Company shall also grant  Consultant a total of 300,000 two-year options to
     purchase Company restricted common stock,  carrying piggyback  registration
     rights, as follows:

     (a)  Twenty  five  thousand  shares  (25,000)  at a purchase  price of four
          dollars  ($4.00)  per  share  of  restricted  common  stock,  carrying
          piggyback registration rights, of Medical Dynamics,  Inc. (MEDY) to be
          issued immediately upon execution of this agreement.

     (b)  Twenty  five  thousand  shares  (25,000)  at a purchase  price of four
          dollars and fifty cents ($4.50) per share of restricted  common stock,
          carrying  piggyback  registration  rights, of Medical  Dynamics,  Inc.
          (MEDY) to be issued immediately upon execution of this agreement.

     (c)  Twenty  five  thousand  shares  (25,000)  at a purchase  price of five
          dollars  ($5.00)  per  share  of  restricted  common  stock,  carrying
          piggyback registration rights, of Medical Dynamics,  Inc. (MEDY) to be
          issued immediately upon execution of this agreement.

     (d)  Twenty  five  thousand  shares  (25,000)  at a purchase  price of four
          dollars  ($4.00)  per  share  of  restricted  common  stock,  carrying
          piggyback registration rights, of Medical Dynamics,  Inc. (MEDY) to be
          issued quarterly thereafter beginning January 1, 1999.

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     (e)  Twenty  five  thousand  shares  (25,000)  at a purchase  price of four
          dollars and fifty cents ($4.50) per share of restricted  common stock,
          carrying  piggyback  registration  rights, of Medical  Dynamics,  Inc.
          (MEDY) to be issued quarterly thereafter beginning April 1, 1999.

     (f)  Twenty  five  thousand  shares  (25,000)  at a purchase  price of five
          dollars  ($5.00)  per  share  of  restricted  common  stock,  carrying
          piggyback registration rights, of Medical Dynamics,  Inc. (MEDY) to be
          issued quarterly thereafter beginning July 1, 1999.

A.   The parties  acknowledge  that in negotiating this fee arrangement that the
     services  performed and to be by Consultant  will probably not be performed
     in equal  time  segments  or in  accordance  with any  predefined  or rigid
     schedule  of  activities.  The  lessening  of the  delivery of servic es by
     Consultant  shall not  constitute a breach of this Agreement or provide any
     grounds for its termination.

8.   Expenses.  MEDY will reimburse the Consultant  for expenses  incurred,  but
     only upon presentation of a detailed  description of the expenses incurred,
     and  only to the  extent  MEDY  approves  in  advance  and in  writing  any
     expenditure in excess of $500.

9.   Relationship.  Consultant, its employees and agents and representatives are
     independent contractors and are responsible for the withholding and payment
     of any applicable  employment  related times or unemployment  compensation.
     This Agreement does not establish and  partnership,  joint venture or other
     business  association  between the parties and neither party shall have any
     interest in the management, business or property of the other party, except
     as specifically provided herein.
          

10.  Termination. This Agreement may be terminated by either party, prior to the
     expiration of its terms, with thirty (30) days written notification.
              
11.  Attorney's Fees.  Should either party default in the terms or conditions of
     this  Agreement  and  suit  be  filed  as a  result  of such  default,  the
     prevailing  party  shall be  entitled  to  recover  the costs of such suit,
     including reasonable attorney's fees through trial and appeal.
              

12.  Waiver of  Breach.  The waiver by a party of a breach of any  provision  of
     this  Agreement  by the other shall not operate or be construed as a waiver
     of any  subsequent  breach by the other party without regard to the subject
     of the breach.

13.  Assignment.  The rights and  obligations  of the parties to this  Agreement
     shall inure to the benefit of; and shall be binding upon the successors and
     assigns of the parties provided however, that nothing herein shall obligate
     the  Consultant  to perform  any  services  for any  receiver or trustee in
     bankruptcy.
            
14.  Notices. Any notice permitted or required shall he sufficient if in writing
     and mailed by certified mail, return, receipt requested, to the other party
     at its  address  shown  within or  provided  to the other party as a formal
     change of address.
            
15.  Entire  Agreeement.  This  Agreement  contains the entire  agreement of the
     parties,  and may be modified  only in writing  signed by the party against
     whom enforcement of any modification shall be sought.
          

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IN WITNESS WIIEREOF,  the parties have executed this Agreement on the date first
written above.

Merchant Capital, Inc.                           Medical Dynamics, Inc.
5300 West Sahara, Suite 101                      99 Inverness Drive East
Las Vegas, NV 89102                              Englewood, CO 80112


Ronald P. Russo, Jr. - Managing Director         Van A. Horsley - President