SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                 CyberCare, Inc.
             (Exact name of registrant as specified in its charter)


          Florida                                     65-0158479
 (State  or  other  jurisdiction  of             (I.R.S.  employer
  incorporation  or  organization)               identification  no.)


 2500  Quantum  Lakes  Dr., Suite  1000,               33426
        Boyton  Beach,  Florida                     (Zip  code)
(Address  of  principal  executive  offices)


                                 Fee Agreement
                            (Full title of the plan)


                            Frederick M. Mintz, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)


                                 (212) 486-2500
                     (Telephone number, including area code,
                              of agent for service)


             CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
<S>                <C>          <C>            <C>          <C>
                                Proposed       Proposed
Title  of                       maximum        maximum
securities         Amount       offering       aggregate    Amount  of
  to  be           to  be       price          offering     registration
registered         registered   per share (1)  price        fee
----------         ----------   ---------      -----        ---
Common  Stock,     2,000,000     $.07          $140,000     $12.88
par  value
$.001
---------------------------------------------------------------------------
</TABLE>

PART  I

INFORMATION  REQUIRED  IN  THE  SECTION  10  (a)  PROSPECTUS

Item  1.     Plan  Information
             -----------------
<PAGE>

(a)  General  Plan  Information

     (1)  The  name of the plan is the Fee Agreement (the "Plan") made as of the
          4th  day  of  December,  2002 by and between Mintz & Fraade, P.C. (the
          "Firm"),  Alan  P.  Fraade  and  Frederick M. Mintz (the "Attorneys"),
          having  their  principal  place of business at 488 Madison Avenue, New
          York,  New  York,  10022  and  CyberCare,  Inc. (the  "Company"  or
          "Registrant") a Florida corporation with offices at 2500 Quantum Lakes
          Drive,  Suite  1000,  Boyton  Beach,  Florida  33426.

          1,000,000  shares  of the Company's common stock, par value $.001 (the
          "Common  Stock")  are  being  issued  to  each  of  Alan P. Fraade and
          Frederick  M.  Mintz under the Plan. The aggregate number of shares of
          Common  Stock of the Company that are being issued to the Attorneys is
          2,000,000.

     (2)  The  general nature and purpose of this Plan is to issue stock in lieu
          of  payment  for  substantial  professional  services.

     (3)  The  plan  is not subject to any provisions of the Employee Retirement
          Income  Security  Act  of  1974.

     (4)  Additional  information  about  the  Plan  may  be  obtained  from:

          Mintz  &  Fraade,  P.C.
          488  Madison  Avenue
          New  York,  New  York  10022
          Attn:  Frederick  M.  Mintz
          Telephone  No.:  (212)  486-2500

(b)  Securities  to  be  Offered

     (1)  2,000,000  shares  of  the  Company's  Common  Stock.

     (2)  The  Company's  securities  are  registered under Section 12(g) of the
          Securities  Exchange  Act  of  1934.

(c)       Employees  Who  May  Participate  in  the  Plan

          The Attorneys are the sole individuals eligible to participate in the
          plan.

(d)       Purchase of Securities Pursuant to the Plan and Payment for Securities
          Offered

          The  securities  are  being  offered  as  compensation  in  lieu  of
          professional  services  rendered  and  to  be  rendered.

                                                                               2
<PAGE>

(e)       Resale  Restrictions

          There  are  no  restrictions  on  the  resale  of the Securities being
          registered  pursuant  to  the  Plan.

(f)       Tax  Effects  of  Participation

          The  value  of the shares shall be deemed to be ordinary income to the
          Attorneys  and  a  business  expense  for  the  Registrant.

(g)       Investment  of  Funds

          N/A

(h)       Withdrawal  from  the  Plan;  Assignment  of  Interest

          N/A

(i)       Forfeitures  and  Penalties

          N/A

(j)       Charges  and  Deductions  and  Liens  Therefore

          N/A

Item  2.     Registrant  Information  and  Employee Plan Annual Information
             --------------------------------------------------------------

          The  Registrant  shall  provide  to the Attorneys without charge, upon
          their written or oral request, the documents which are incorporated by
          reference  in  Item  3 of Part II of this Registration Statement. Such
          documents  are  incorporated  by  reference  in  the  Section  10(a)
          prospectus.  The  Registrant  shall  also  provide  to  the Attorneys,
          without  charge,  upon  their  written or oral request, with all other
          documents  required  to  be  delivered  to  employees pursuant to Rule
          428(b).  Any and all such requests shall be directed to the Registrant
          at  its office at 2500 Quantum Lakes Drive, Suite 1000, Boynton Beach,
          Florida  33426.

PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------

          The  following  documents  are  incorporated  by  reference  into this
          Registration  Statement  and  made  a  part  hereof:

                                                                               3
<PAGE>
(a)       The  Registrant's Form 10-QSB for the quarter ended September 30, 2002
          filed  on  November 19, 2002 pursuant to Section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act").

(b)       All  other  reports  which  may be filed by the Registrant pursuant to
          Section  13  (a)  or  15  (d) of the Exchange Act since the end of the
          fiscal  year  covered  by  the  registrant document referred to in (a)
          immediately  above.

(c)       Any  statement  contained  in  a document incorporated or deemed to be
          incorporated  by  reference  herein  shall be deemed to be modified or
          superseded  for  purpose  of this Registration Statement to the extent
          that  a  statement contained herein or in any other subsequently filed
          document  which  also  is or is deemed to be incorporated by reference
          herein  modifies  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 Registration Statement.

Item  4.     Description  of  Securities
             ---------------------------

          The class of securities to be offered hereby has been registered under
          Section  12 of the Exchange Act by the registrant, and incorporated by
          reference.

Item  5.     Interests  of  Named  Experts  and  Counsel
             -------------------------------------------

          The  validity  of  the  securities offered will be passed upon for the
          Company  by  the  law  firm  of Mintz & Fraade, P.C., of New York, New
          York.

          The  law  firm of Mintz & Fraade, P.C. has rendered legal services for
          and  on  behalf  of the Registrant. The Firm is located at 488 Madison
          Avenue,  Suite  1100,  New  York,  New  York,  10022.

          The  Company  has agreed under the Plan to issue to Frederick M. Mintz
          and  Alan  P. Fraade, members of Mintz & Fraade, P.C., an aggregate of
          2,000,000  shares of the Company's Common Stock in lieu of payment for
          professional  services  to  be  rendered.

Item  6.     Indemnification  of  Directors  and  Officers
             ---------------------------------------------

          As  permitted  by  the  Florida  General Corporation Law (the "Florida
          Law"), the Company's Certificate of Incorporation includes a provision
          that eliminates the personal liability of its directors to the Company
          or  its  stockholders


Item  8.     Exhibits
             --------
                                                                               4
<PAGE>

          The  exhibits to the Registration Statement are listed in the Index to
          Exhibits  included  on  Page  7  herein.


Item  9.     Consultants  and  Advisors
             --------------------------

          The  following  consultants  and  advisors  will  be issued securities
          pursuant  to  this  Registration  Statement:

Name                         Number          Type  of  Services  Provided
----                         ------          ----------------------------

Alan  P.  Fraade             1,000,000       Legal  Advisory  Services
Frederick  M.  Mintz         1,000,000       Legal  Advisory  Services


Item  10.    Undertakings
             ------------

(a)       The  undersigned  Registrant  hereby  undertakes  to  file, during any
          period  in  which  offers  or  sales  are being made, a post-effective
          amendment  to  the  Registration  Statement  to  include  any material
          information  about  the  plan  not  previously  disclosed  in  the
          Registration  Statement or any material change to any such information
          in  the  Registration  Statement.

(b)       Insofar  as  indemnification  for  liabilities  arising  under  the
          Securities  Act  of  1933  may be permitted to directors, officers and
          controlling  persons  of  the  Registrant  pursuant  to  the foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is  against  public  policy as expressed in the Act and is, therefore,
          unenforceable. If a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or paid
          by  a director, officer or controlling person of the Registrant in the
          successful  defense  of any action, suit or proceeding) is asserted by
          such  director,  officer  or controlling person in connection with the
          securities  being  registered,  the  Registrant  will,  unless  in the
          opinion  of  its  counsel  the  matter has been settled by controlling
          precedent  submit  to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it  is  against  public  policy as
          expressed in the Act and will be governed by the final adjudication of
          such  issue.

                                                                               5
<PAGE>
                                   Signatures

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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 registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  Town of Boynton Beach, State of Florida, on this 4th day of
December,  2002.



     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  date  indicated.

Name                            Title                           Date
----                            -----                           ----
CyberCare,  Inc.


By:/s/  Joseph Robert Forte     President, CEO and Director   December 6, 2002
   ------------------------
Joseph  Robert  Forte


/s/ Alan Adelson                Executive Vice President and  December 13, 2002
---------------------------
Alan  Adelson                   Director


/s/  Jeff  Schulman             Chief  Accounting Officer     December 16, 2002
---------------------------
Jeff  Schulman


/s/  John  St.  Genis           Director                      December 10, 2002
---------------------------
John  St.  Genis


/s/  Thomas  B.  Andres         Director                      December 13, 2002
---------------------------
Thomas  B.  Andres


/s/  Rodney  C.  Barrington     Director                      December 13, 2002
---------------------------
Rodney  C.  Barrington


/s/  Paul  M.  Wieseneck        Director                      December 13, 2002
---------------------------
Paul  M.  Wieseneck

                                                                               6
<PAGE>

                                 CYBERCARE, INC.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                                                               7
<PAGE>






                                INDEX TO EXHIBITS


Exhibit  No.          Description
------------          -----------

4                     Fee  Agreement  By  and  Between
                      Mintz  &  Fraade,  P.C.  and  Frederick
                      M.  Mintz  and  Alan  P.  Fraade  and
                      CyberCare,  Inc.

4.1                   Unanimous  Written  Consent  of
                      Directors  in  lieu  of  a  Meeting  of  the
                      Board  of  Directors  of
                      CyberCare,  Inc.

5                     Opinion  of  Mintz  &  Fraade,  P.C.

23                    Consent  of  Mintz  &  Fraade,  P.C.
                      (contained  in  its  opinion  filed  as  Exhibit  5)


                                                                               8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14613}]
{"company-data": {"conformed-name": "CYBER CARE INC", "cik": "0000887904", "assigned-sic": "8071", "irs-number": "650158479", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101958", "film-number": "02861718"}, "business-address": {"street1": "2500 QUANTUM LAKE DRIVE", "street2": "SUITE 1000", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426", "phone": "5677425000"}, "mail-address": {"street1": "1903 S CONGRESS AVE", "street2": "STE 400", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426"}, "former-company": [{"former-conformed-name": "HEART LABS OF AMERICA INC /FL/", "date-changed": "19960428"}, {"former-conformed-name": "MEDICAL INDUSTRIES OF AMERICA INC", "date-changed": "19970203"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CyberCare, Inc.
             (Exact name of registrant as specified in its charter)

          Florida                                     65-0158479
 (State  or  other  jurisdiction  of             (I.R.S.  employer
  incorporation  or  organization)               identification  no.)

 2500  Quantum  Lakes  Dr., Suite  1000,               33426
        Boyton  Beach,  Florida                     (Zip  code)
(Address  of  principal  executive  offices)

                                 Fee Agreement
                            (Full title of the plan)

                            Frederick M. Mintz, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)

                                 (212) 486-2500
                     (Telephone number, including area code,
                              of agent for service)

             CALCULATION  OF  REGISTRATION  FEE
---------------------------------------------------------------------------
Proposed       Proposed
Title  of                       maximum        maximum
securities         Amount       offering       aggregate    Amount  of
  to  be           to  be       price          offering     registration
registered         registered   per share (1)  price        fee
----------         ----------   ---------      -----        ---
Common  Stock,     2,000,000     $.07          $140,000     $12.88
par  value
$.001
---------------------------------------------------------------------------
PART  I

INFORMATION  REQUIRED  IN  THE  SECTION  10  (a)  PROSPECTUS

Item  1.     Plan  Information
             -----------------
(a)  General  Plan  Information

     (1)  The  name of the plan is the Fee Agreement (the "Plan") made as of the
          4th  day  of  December,  2002 by and between Mintz & Fraade, P.C. (the
          "Firm"),  Alan  P.  Fraade  and  Frederick M. Mintz (the "Attorneys"),
          having  their  principal  place of business at 488 Madison Avenue, New
          York,  New  York,  10022  and  CyberCare,  Inc. (the  "Company"  or
          "Registrant") a Florida corporation with offices at 2500 Quantum Lakes
          Drive,  Suite  1000,  Boyton  Beach,  Florida  33426.

          1,000,000  shares  of the Company's common stock, par value $.001 (the
          "Common  Stock")  are  being  issued  to  each  of  Alan P. Fraade and
          Frederick  M.  Mintz under the Plan. The aggregate number of shares of
          Common  Stock of the Company that are being issued to the Attorneys is
          2,000,000.

     (2)  The  general nature and purpose of this Plan is to issue stock in lieu
          of  payment  for  substantial  professional  services.

     (3)  The  plan  is not subject to any provisions of the Employee Retirement
          Income  Security  Act  of  1974.

     (4)  Additional  information  about  the  Plan  may  be  obtained  from:

          Mintz  &  Fraade,  P.C.
          488  Madison  Avenue
          New  York,  New  York  10022
          Attn:  Frederick  M.  Mintz
          Telephone  No.:  (212)  486-2500

(b)  Securities  to  be  Offered

     (1)  2,000,000  shares  of  the  Company's  Common  Stock.

     (2)  The  Company's  securities  are  registered under Section 12(g) of the
          Securities  Exchange  Act  of  1934.

(c)       Employees  Who  May  Participate  in  the  Plan

          The Attorneys are the sole individuals eligible to participate in the
          plan.

(d)       Purchase of Securities Pursuant to the Plan and Payment for Securities
          Offered

          The  securities  are  being  offered  as  compensation  in  lieu  of
          professional  services  rendered  and  to  be  rendered.

                                                                               2
(e)       Resale  Restrictions

          There  are  no  restrictions  on  the  resale  of the Securities being
          registered  pursuant  to  the  Plan.

(f)       Tax  Effects  of  Participation

          The  value  of the shares shall be deemed to be ordinary income to the
          Attorneys  and  a  business  expense  for  the  Registrant.

(g)       Investment  of  Funds

          N/A

(h)       Withdrawal  from  the  Plan;  Assignment  of  Interest

          N/A

(i)       Forfeitures  and  Penalties

          N/A

(j)       Charges  and  Deductions  and  Liens  Therefore

          N/A

Item  2.     Registrant  Information  and  Employee Plan Annual Information
             --------------------------------------------------------------

          The  Registrant  shall  provide  to the Attorneys without charge, upon
          their written or oral request, the documents which are incorporated by
          reference  in  Item  3 of Part II of this Registration Statement. Such
          documents  are  incorporated  by  reference  in  the  Section  10(a)
          prospectus.  The  Registrant  shall  also  provide  to  the Attorneys,
          without  charge,  upon  their  written or oral request, with all other
          documents  required  to  be  delivered  to  employees pursuant to Rule
          428(b).  Any and all such requests shall be directed to the Registrant
          at  its office at 2500 Quantum Lakes Drive, Suite 1000, Boynton Beach,
          Florida  33426.

PART  II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference
             -------------------------------------------

          The  following  documents  are  incorporated  by  reference  into this
          Registration  Statement  and  made  a  part  hereof:

                                                                               3
(a)       The  Registrant's Form 10-QSB for the quarter ended September 30, 2002
          filed  on  November 19, 2002 pursuant to Section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act").

(b)       All  other  reports  which  may be filed by the Registrant pursuant to
          Section  13  (a)  or  15  (d) of the Exchange Act since the end of the
          fiscal  year  covered  by  the  registrant document referred to in (a)
          immediately  above.

(c)       Any  statement  contained  in  a document incorporated or deemed to be
          incorporated  by  reference  herein  shall be deemed to be modified or
          superseded  for  purpose  of this Registration Statement to the extent
          that  a  statement contained herein or in any other subsequently filed
          document  which  also  is or is deemed to be incorporated by reference
          herein  modifies  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 Registration Statement.

Item  4.     Description  of  Securities
             ---------------------------

          The class of securities to be offered hereby has been registered under
          Section  12 of the Exchange Act by the registrant, and incorporated by
          reference.

Item  5.     Interests  of  Named  Experts  and  Counsel
             -------------------------------------------

          The  validity  of  the  securities offered will be passed upon for the
          Company  by  the  law  firm  of Mintz & Fraade, P.C., of New York, New
          York.

          The  law  firm of Mintz & Fraade, P.C. has rendered legal services for
          and  on  behalf  of the Registrant. The Firm is located at 488 Madison
          Avenue,  Suite  1100,  New  York,  New  York,  10022.

          The  Company  has agreed under the Plan to issue to Frederick M. Mintz
          and  Alan  P. Fraade, members of Mintz & Fraade, P.C., an aggregate of
          2,000,000  shares of the Company's Common Stock in lieu of payment for
          professional  services  to  be  rendered.

Item  6.     Indemnification  of  Directors  and  Officers
             ---------------------------------------------

          As  permitted  by  the  Florida  General Corporation Law (the "Florida
          Law"), the Company's Certificate of Incorporation includes a provision
          that eliminates the personal liability of its directors to the Company
          or  its  stockholders

Item  8.     Exhibits
             --------
                                                                               4
The  exhibits to the Registration Statement are listed in the Index to
          Exhibits  included  on  Page  7  herein.

Item  9.     Consultants  and  Advisors
             --------------------------

          The  following  consultants  and  advisors  will  be issued securities
          pursuant  to  this  Registration  Statement:

Name                         Number          Type  of  Services  Provided
----                         ------          ----------------------------

Alan  P.  Fraade             1,000,000       Legal  Advisory  Services
Frederick  M.  Mintz         1,000,000       Legal  Advisory  Services

Item  10.    Undertakings
             ------------

(a)       The  undersigned  Registrant  hereby  undertakes  to  file, during any
          period  in  which  offers  or  sales  are being made, a post-effective
          amendment  to  the  Registration  Statement  to  include  any material
          information  about  the  plan  not  previously  disclosed  in  the
          Registration  Statement or any material change to any such information
          in  the  Registration  Statement.

(b)       Insofar  as  indemnification  for  liabilities  arising  under  the
          Securities  Act  of  1933  may be permitted to directors, officers and
          controlling  persons  of  the  Registrant  pursuant  to  the foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is  against  public  policy as expressed in the Act and is, therefore,
          unenforceable. If a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or paid
          by  a director, officer or controlling person of the Registrant in the
          successful  defense  of any action, suit or proceeding) is asserted by
          such  director,  officer  or controlling person in connection with the
          securities  being  registered,  the  Registrant  will,  unless  in the
          opinion  of  its  counsel  the  matter has been settled by controlling
          precedent  submit  to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it  is  against  public  policy as
          expressed in the Act and will be governed by the final adjudication of
          such  issue.

                                                                               5
Signatures

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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 registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  Town of Boynton Beach, State of Florida, on this 4th day of
December,  2002.

     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  date  indicated.

Name                            Title                           Date
----                            -----                           ----
CyberCare,  Inc.

By:/s/  Joseph Robert Forte     President, CEO and Director   December 6, 2002
   ------------------------
Joseph  Robert  Forte

/s/ Alan Adelson                Executive Vice President and  December 13, 2002
---------------------------
Alan  Adelson                   Director

/s/  Jeff  Schulman             Chief  Accounting Officer     December 16, 2002
---------------------------
Jeff  Schulman

/s/  John  St.  Genis           Director                      December 10, 2002
---------------------------
John  St.  Genis

/s/  Thomas  B.  Andres         Director                      December 13, 2002
---------------------------
Thomas  B.  Andres

/s/  Rodney  C.  Barrington     Director                      December 13, 2002
---------------------------
Rodney  C.  Barrington

/s/  Paul  M.  Wieseneck        Director                      December 13, 2002
---------------------------
Paul  M.  Wieseneck

                                                                               6
CYBERCARE, INC.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                                                               7
INDEX TO EXHIBITS

Exhibit  No.          Description
------------          -----------

4                     Fee  Agreement  By  and  Between
                      Mintz  &  Fraade,  P.C.  and  Frederick
                      M.  Mintz  and  Alan  P.  Fraade  and
                      CyberCare,  Inc.

4.1                   Unanimous  Written  Consent  of
                      Directors  in  lieu  of  a  Meeting  of  the
                      Board  of  Directors  of
                      CyberCare,  Inc.

5                     Opinion  of  Mintz  &  Fraade,  P.C.

23                    Consent  of  Mintz  &  Fraade,  P.C.
                      (contained  in  its  opinion  filed  as  Exhibit  5)

                                                                               8