To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission April __, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                HEALTH-PAK, INC.
               [Exact Name of Issuer as Specified in its Charter]

Commission File Number: 33-24483-NY

     Delaware                                                 11-2914841
   [State of Incorporation]                 [IRS Employer Ident. No.]

                  2005 Beechgrove Place, Utica, New York 13501
               (Address of principal executive offices) (zip code)

  Independent Contractor Agreement between Health-Pak, Inc. and Arnold Parnell
  Independent Contractor Agreement between Health-Pak, Inc. and Elena V. Sordia
                             [Full Name of The Plan]

     Mr. Anthony Liberatore, 2005 Beechgrove Place, Utica, New York, NY 13501
                     [Name and Address of Agent for Service]

                         Copy to: B. Bruce Freitag, Esq.
      39 Sackerman Avenue, North Haledon, New Jersey 07508  Tel:(973) 238-1909

                        CALCULATION OF REGISTRATION FEE 
     -------------------------------------------------------------------------
                                          Proposed      Proposed
                                          maximum       maximum
                                          offering      aggregate  Amount of
Title of securities     Amount to be      price per     offering   registration
to be registered        registered        share (1)     price (1)
fee

Common Stock         425,000  Shs           $0.50      $212,500      $  73.28
Common Stock (2)     200,000  Shs           $1.00      $200,000      $  68.97
Common Stock (3)     100,000  Shs           $3.00      $300,000       $103.45
Common Stock (4)     100,000  Shs           $5.00      $500,000       $172.41
             --      -------                -----      --------       -------
         Total                                                        $418
------------------------------------------------------------------------------
 (1) Estimated  solely for the purposes of calculating the  Registration Fee 
 (2) Shares underlying Warrants  exercisable at $1.00 per share.
 (3) Shares underlying  Warrants  exercisable at $3.00 per share. 
 (4) Shares underlying Warrants exercisable at $5.00 per share.
------------------------------------------------------------------------------
Approximate  date of  commencement  of proposed  sale to the public:  As soon as
possible after the Registration Statement is effective.










<PAGE>


PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.

Registrant  (sometimes  referred to herein as the  "Company")  has entered  into
business services consulting  agreements with two independent  consultants.  The
first  agreement  is between  the  Company  and  Arnold  Parnell  (the  "Parnell
Agreement@) of Los Angeles  California dated March 1, 1999. The second agreement
is between the Company and Elena V. Sordia (the  "Sordia  Agreement")  of Moscow
Russia,  also dated March 1, 1999.  The  Company is  registering  herein  50,000
shares of it's  common  stock and 400,000  shares  underlying  certain  warrants
exercisable  between  $1.00 and $5.00 to be issued  to Mr.  Arnold  Parnell  and
375,000  shares  common stock to Ms. Elena Sordia,  all is more fully  described
here and below.

The Parnell Agreement.

Pursuant to the Parnell Agreement,  Mr. Parnell has been engaged as a consultant
on an  independent  contractor  basis to develop for the Company an Internet web
site in conjunction with the Company's new marketing program www.health-pak.com"
in order to allow customers to review Company  products,  place order and access
follow-up customer service directly via the Internet.  Under this Agreement, Mr.
Parnell is to perform all necessary  software and network design and development
and assist management in establishing the site, including "trouble-shooting" and
de-bugging services after the site is functional.  Mr. Parnell will also provide
such other  related  services as may be  reasonably  requested by  management in
connection with development and  implementation  of this new Internet  marketing
service.

     The Parnell  Agreement is for the period March 1, 1999 through November 30,
1999.  Mr.  Parnell has agreed to devote up to 40% of his time to the  Company's
Internet Marketing Project.


As compensation for the services to be provided, Parnell has agreed that in lieu
of cash payment the Company shall issue him the following securities:

     1. 50,000  shares of the  Company's  common  stock,  which shares are being
registered hereunder; plus


     2. 200,000  common stock  purchase  warrants  each  entitling the holder to
purchase  one (1) shares of the  Company's  common stock at a price of $1.00 per
share (the "Class A Warrants"),  with the shares of common stock  underlying the
Class A Warrants being registered hereunder; plus



     3. 100,000  common stock  purchase  warrants  each  entitling the holder to
purchase  one (1) shares of the  Company's  common stock at a price of $3.00 per
share (the "Class B Warrants"),  with the shares of common stock  underlying the
Class B Warrants being registered hereunder; plus.


     4. 100,000  common stock  purchase  warrants  each  entitling the holder to
purchase  one (1) shares of the  Company's  common stock at a price of $5.00 per
share (the "Class C Warrants"),  with the shares of common stock  underlying the
Class C Warrants being registered hereunder


The foregoing warrants are all exercisable during the one-year period commencing
on the date of the Parnell  Agreement  and ending  February 28, 2000 after which
date the rights  represented  thereby will terminate and the warrants will be of
no further value.

The terms of the Parnell  Agreement require the Company to prepare and file this
Registration  Statement  on Form S-8 in order to register  the above  referenced
shares and the shares underlying the warrants.

The Sordia Agreement.

Pursuant to the Sordia Agreement, Ms. Sordia has been engaged as a consultant on
an independent contractor basis to develop markets and generally to represent as
its attorney within the country of the Russian Federation.  Ms. Sordia, who is a
licensed practicing attorney in the Russian Federation,  shall provide on an "as
needed"  basis,  general legal advisory  services,  research,  including  market
research and  representative  services in connection  with the offer and sale of
the Company's  products in the Russian  Federation.  Ms. Sordia will also assist
management  in  establishing  a  market  for its  products  within  the  Russian
Federation and provide such additional  services as may be reasonably  requested
by the Company.

     The Sordia  Agreement is for the one year period  commencing  March 1, 1999
through February 28, 2000. Ms. Sordia has agreed to devote up to 40% of her time
to the Company's needs.


As compensation  for the services to be provided,  Ms. Sordia has agreed that in
lieu of cash payment the Company shall issue her 375,000 shares of the Company's
common stock, which shares are being registered hereunder.

The Sordia Agreement  require the Company to prepare and file this  Registration
Statement on Form S-8 in order to register the above referenced shares.

Item 2.      Registrant Information and Employee Plan Annual Information.

Registrant shall provide the Consultants,  without charge, upon their written or
oral requests,  the documents incorporated herein by reference in Item 3 of Part
II of this Registration Statement. Registrant shall also provide to Consultants,
without  charge  upon their oral or written  request,  with all other  documents
required  to be  delivered  to  Consultants  pursuant to Rule  428(b).  All such
requests  shall be  directed  to  Registrant  at it  principal  offices  at 2005
Beechgrove Place, Utica, NY 13504, telephone (315) 724-8370.







PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents filed by the Registrant  under the Securities  Exchange
Act of 1934,  as  amended,  with the  Securities  and  Exchange  Commission  are
incorporated by reference in this registration statement:

         (a) Registrant's  Annual Report on Form 10-KSB for the period ended May
31, 1998;

         (b)  Quarterly  Reports on Form  10-QSB for the fiscal  quarters  ended
         August, 31, 1998 and November 30, 1998;

         (c)  All  documents  subsequently  filed  by the  Company  pursuant  to
         Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the
         filing  of  a   post-effective   amendment  which  indicates  that  all
         securities  offered have been sold or which de-registers all securities
         then remaining  unsold,  shall be deemed to be  incorporated  herein by
         reference  and to be  part  hereof  from  the  date of  filing  of such
         documents. Any statement contained in a document incorporated or deemed
         to be incorporated  by reference  herein shall be deemed to be modified
         or superceded for purposes of this registration statement to the extent
         that a statement  contained herein or in any other  subsequently  filed
         document which also is  incorporated  or deemed to be  incorporated  by
         reference  herein  modifies  or  supercedes  such  statement.  Any such
         statement shall not be deemed, except as so modified or superceded,  to
         constitute a part of this registration statement.

Item 4.  Description of Securities.

The  authorized  capital stock of the Company  consists of 25,000,000  shares of
Common Stock,  $0.0001 par value. The holders of Common Stock (i) have equal and
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably  in all of the  assets of the  Company  available  for  distribution  to
holders  of Common  Stock  upon  liquidation,  dissolution  or winding up of the
affairs  of  the  Company;  (iii)  do  not  have  pre-emptive,  subscription  or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto);  and (iv) are  entitled  to one  non-cumulative  vote per Share on all
matters which shareholders may vote at all meetings of shareholders.  All shares
of Common Stock outstanding are fully paid for and non-assessable and all Shares
that  are  part of this  Offering,  when  issued,  will be  fully  paid  for and
non-assessable.

Since its  inception,  the Company has not paid any cash  dividend on its Common
Stock and  anticipates  that it will not pay cash  dividends in the  foreseeable
future.

All shares of common stock now outstanding are fully paid for and non-assessable
and all  shares  of common  stock  which are the  subject  of this  Registration
Statement, when issued, will also be fully paid for and non-assessable.
Item 5. Interest of Named Experts and Counsel.

            Not Applicable.
Item 6.  Indemnification of Officers and Directors.

There is no charter provision, by-law, contract or other arrangement under which
any  controlling  person,  director  or  officer  of  Registrant  is  insured or
indemnified in any manner against  liability  which he may incur in his capacity
as such. However,  pursuant to Delaware  Corporation Law Section 145, Registrant
may indemnify its directors,  officers, employees against liabilities which they
may incur in their capacity as such.

Section 145 of the Delaware General  Corporation Law contains various provisions
entitling   directors,   officers,   employees  or  agents  of  the  Company  to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses,  including  attorneys'  fees, as the result of an action or proceeding
(whether civil, criminal,  administrative or investigative) in which they may be
involved  by reason of being or having  been a  director,  officer,  employee or
agent of the Company  provided  said  persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and,  with respect to any criminal  action or  proceedings,  had no  reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-Laws
of the Company state that the  indemnification  provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.

Item 7.  Exemption From Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-K and are specifically  incorporated  herein by this
reference
Exhibit No.                                           Title

         5.                             Opinion  of B. Bruce  Freitag,  Esq.
                                         regarding   the   legality   of  the
                                         securities registered.

         10 (a).                      Consulting Agreement with Arnold Parnell;

         10(b).                       Consulting Agreement with Elena Sordia;

         24.                           Consent of B. Bruce  Freitag,  Esq.,
                                       counsel to Registrant, to the use of
                                       his  opinion  with  respect  to  the
                                       legality  of  the  securities  being
                                       registered   hereby  -  included  in
                                       Exhibit 5.


Item 9.  Undertakings.

a.   The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made, a
     post-effective amendment to this registration statement to:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
           Securities Act;

         (ii) to reflect in the prospectus any facts or events arising after the
         effective  date  of the  Registration  Statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate, represents a fundamental change in the information set forth
         in the Registration Statement; and

         (iii) to include any material  information  with respect to the plan of
         distribution not previously disclosed in the Registration  Statement or
         any material change to such information in the Registration Statement.

Provided,  however,  that  Paragraph  a(1)(i)  and  a(1)(ii) do not apply if the
Registration  Statement  is on Form  S-8,  and the  information  required  to be
included  in a  post-effective  amendment  is  incorporated  by  reference  from
periodic reports filed by a small business issuer under the Exchange Act;

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act, each post-effective  amendment to the Registration  Statement shall be
     deemed  to be a new  registration  statement  relating  to  the  securities
     offered  therein and the offering of such  securities at that time shall be
     deemed to be the initial bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act, each filing each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act (and  where  applicable,  each  filing of an  employee
benefit  plan's  annual  report  pursuant  to  Section  15(d) of the  Securities
Exchange Act) that is  incorporated by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  Registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 City of
Utica, State of New York on the 9th day of April, 1999.

                                                     Health-Pak, Inc.
                                  (Registrant)


By:_/s/Anthony Liberatore________   By: _/s/Michael Liberatore______________
     Anthony Liberatore, President                  Michael Liberatore, Chief
     And Chief Executive Officer                     Financial Officer


Pursuant to the  requirements  of the 1933 Act, this  Registration  Statement or
amendment has been signed by the following  persons in the capacities and on the
dates indicated.

         Signatures                         Title                      Date

_/s/Anthony Liberatore__    President, Chief Executive            April 9, 1999
Anthony Liberatore          Executive Officer & Director

_/s/Michael Liberatore_     Chief Financial Officer, Secretary    April 9, 1999
Michael Liberatore          Treasurer & Director

_/s/William Meola____            Director                         April 9,1999



















                                  Exhibit 10(a)

         Consulting Agreement between Registrant and Arnold Parnell





<PAGE>


                        INDEPENDENT CONTRACTOR AGREEMENT
                               To Health-Pak, Inc.

     AGREEMENT, dated March 1, 1999, between Health-Pak, Inc. of 2005 Beechgrove
Place, Utica, NY 13504 (hereinafter "the Corporation") and Mr. Arnold Parnell of
5959 Century Blvd.  #525, Los Angeles,  CA 90045  (hereinafter  "the Independent
Contractor").



   Now, therefore, the parties hereto agree as follows:

   1. EMPLOYMENT.  The Corporation shall employ the Independent Contractor,  and
   the Independent  Contractor  shall serve the  Corporation  upon the terms and
   conditions hereinafter set forth.

   2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
   shall commence on March 1, 1999 and shall continue to and including  November
   30, 1999.

   3.  DUTIES.  During the period or periods of his  employment  hereunder,  the
   Independent  Contractor shall serve the Corporation and shall perform any and
   all general  Internet  marketing  services,  respective  software and network
   design and  development and other related  services  required or requested in
   connection with their business.  Within the limitations hereinabove provided,
   the  Independent  Contractor  will  render  such other  advisory  services in
   connection with the Internet  marketing services of the Corporation as may be
   requested from time to time by the officers or directors of the  Corporation,
   without further  compensation  other than that for which provision is made in
   this Agreement.

   4. TIME  REQUIREMENTS.  The  Independent  Contractor  shall devote during the
   period ending November 30, 1999 not more than 40% of his entire time, energy,
   and skill to the duties of his employment  hereunder and shall  periodically,
   or at any time upon the  request of the  Corporation,  submit  data as to the
   time performed.

   5. COMPENSATION.  The Corporation shall pay to the Independent Contractor for
   his services in shares of its stock amounting to 50,000 (fifty thousand) free
   trading  shares of  common  stock of the  Company  during  the  period of his
   employment hereunder.  In addition to the said compensation the Company shall
   award the Contractor options to buy its common stock as follows: 200,000 (two
   hundred  thousand) shares at the price of $1 (one dollar per share),  100,000
   (one hundred  thousand)  shares at the price of $3 (three  dollars) per share
   and 100,000 (one hundred  thousand)  shares at the price of $5 (five dollars)
   per share.  Such options are fully  transferable  would become effective upon
   signing of this agreement and expiration  date for such options is hereby set
   at 11:59 PM on February 28, 2000.

   The securities issueable to Consultant hereunder are accepted in lieu of cash
   payments  for  consulting  services to be rendered  by  Consultant  specified
   herein. Consultants acceptance of such securities in lieu of cash payments is
   expressly  contingent upon the Company registering the shares of common stock
   pursuant  to  an  S-8  Registration  Statement,  or  such  other  short  form
   registration  statement  authorized by the Securities and Exchange Commission
   for the registration of securities payable to a consultant.

   6.  INDEMNIFICATION AND HOLD HARMLESS PROVISION.  The Independent  Contractor
   agrees hereby to indemnify and hold harmless the Corporation from any and all
   claims by the Independent Contractor which may arise out of and in the course
   of  the  performance  of  his  duties  hereunder.  Any  and  all  claims  for
   unemployment  benefits and or claims for workers'  compensation  benefits are
   hereby  expressly waived by the within  Independent  Contractor who agrees to
   maintain separate policies of liability,  health,  and accident  insurance as
   may be  necessary  or  required by the  Corporation  in  connection  with the
   performance of its duties herein.

   7. RELATIONSHIP  BETWEEN PARTIES.  The Independent  Contractor is employed by
   the  Corporation  only for the  purposes  and to the extent set forth in this
   Agreement,  and his relation to the Corporation  shall,  during the period or
   periods of his employment and services  hereunder,  be that of an independent
   contractor.  The  Independent  Contractor  shall be free to  dispose  of such
   portion of his entire time,  energy,  and skill during regular business hours
   as he is not obligated to devote  hereunder to the Corporation in such manner
   as he sees  fit and to such  persons,  firms,  or  corporations  as he  deems
   advisable.  The Independent  Contractor  shall not be considered as having an
   employee   status  or  as  being   entitled  to  participate  in  any  plans,
   arrangements,  or  distributions  by  the  Corporation  pertaining  to  or in
   connection with any insurance,  pension,  stock,  bonus,  profit-sharing,  or
   similar benefits for their regular employees.

   8. PROFESSIONAL RESPONSIBILITY.  Nothing in this Agreement shall be construed
   to  interfere  with or  otherwise  affect the  rendering  of  services by the
   Independent  Contractor in accordance with his  independent and  professional
   judgment. The Independent Contractor shall perform his services in a good and
   workmanlike  manner  and in  accordance  with  generally  accepted  sales and
   marketing practices.

   9.  ENTIRE  AGREEMENT.  The  text  within  Agreement  shall be  construed  in
   accordance  with  New  York  (State)  law and  shall  constitute  the  entire
   Agreement between the parties. In witness whereof, Mr. Anthony Liberatore has
   caused this  Agreement to be executed in its corporate  name by its corporate
   officers, and Mr. Arnold Parnell, the Independent  Contractor hereunder,  has
   set his hand, as of this day and year first above written.

   Health-Pak, Inc.

   /s/_Anthony Liberatore________
   By Anthony Liberatore, President


   _/s/ Arnold Parnell___________







<PAGE>















                                  Exhibt 10(b)

      Consulting Agreement between Health-Pak, Inc. and Elena Sordia



<PAGE>


                        INDEPENDENT CONTRACTOR AGREEMENT
                               To Health-Pak, Inc.

   AGREEMENT,  dated  March 1,  1999,  1999  between  Health-Pak,  Inc.  of 2005
   Beechgrove Place,  Utica, NY 13504  (hereinafter "the  Corporation") and Mrs.
   Elena V. Sordia,  Attorney at Law, of 31 Skolkovskoe  Shosse,  Moscow 121353,
   Russia (hereinafter "the Independent Contractor").

   Now, therefore, the parties hereto agree as follows:

   1. EMPLOYMENT.  The Corporation shall employ the Independent Contractor,  and
   the Independent  Contractor  shall serve the  Corporation  upon the terms and
   conditions hereinafter set forth.

   2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
   shall commence on March 1, 1999 and shall continue to and including  March 1,
   2000.

   3.  DUTIES.  During the period or periods of her  employment  hereunder,  the
   Independent  Contractor  shall serve the Corporation and shall perform on the
   territory  of  Russian  Federation  and the CIS  any  and all  general  legal
   advisory,   research  and  litigation  as  well  as  marketing  research  and
   representation  services  required  or  requested  in  connection  with their
   business.  Within  the  limitations  hereinabove  provided,  the  Independent
   Contractor  will render on the  territory  of Russian  Federation  such other
   legal advisory,  document  preparation and litigation  services in connection
   with the marketing  services of the Corporation as may be requested from time
   to time by the  officers or  directors of the  Corporation,  without  further
   compensation other than that for which provision is made in this Agreement.

   4. TIME  REQUIREMENTS.  The  Independent  Contractor  shall devote during the
   period ending March 1, 2000 not more than 40% of her entire time, energy, and
   skill to the duties of her employment hereunder and shall periodically, or at
   any time upon the  request  of the  Corporation,  submit  data as to the time
   performed.

   5. COMPENSATION.  The Corporation shall pay to the Independent Contractor for
   her  services  in shares of its stock  amounting  to 375,000  (three  hundred
   seventy five  thousand)  free  trading  shares of common stock of the Company
   during the period of her employment hereunder.

   The securities issueable to Consultant hereunder are accepted in lieu of cash
   payments  for  consulting  services to be rendered  by  Consultant  specified
   herein. Consultants acceptance of such securities in lieu of cash payments is
   expressly  contingent upon the Company registering the shares of common stock
   pursuant  to  an  S-8  Registration  Statement,  or  such  other  short  form
   registration  statement  authorized by the Securities and Exchange Commission
   for the registration of securities payable to a consultant.

   6.  INDEMNIFICATION AND HOLD HARMLESS PROVISION.  The Independent  Contractor
   agrees hereby to indemnify and hold harmless the Corporation from any and all
   claims by the Independent Contractor which may arise out of and in the course
   of  the  performance  of  her  duties  hereunder.  Any  and  all  claims  for
   unemployment  benefits and or claims for workers'  compensation  benefits are
   hereby  expressly waived by the within  Independent  Contractor who agrees to
   maintain separate policies of liability,  health,  and accident  insurance as
   may be  necessary  or  required by the  Corporation  in  connection  with the
   performance of its duties herein.

   7. RELATIONSHIP  BETWEEN PARTIES.  The Independent  Contractor is employed by
   the  Corporation  only for the  purposes  and to the extent set forth in this
   Agreement,  and her relation to the Corporation  shall,  during the period or
   periods of her employment and services  hereunder,  be that of an independent
   contractor.  The  Independent  Contractor  shall be free to  dispose  of such
   portion of her entire time,  energy,  and skill during regular business hours
   as she is not obligated to devote hereunder to the Corporation in such manner
   as she sees fit and to such  persons,  firms,  or  corporations  as she deems
   advisable.  The Independent  Contractor  shall not be considered as having an
   employee   status  or  as  being   entitled  to  participate  in  any  plans,
   arrangements,  or  distributions  by  the  Corporation  pertaining  to  or in
   connection with any insurance,  pension,  stock,  bonus,  profit-sharing,  or
   similar benefits for their regular employees.

   8. PROFESSIONAL RESPONSIBILITY.  Nothing in this Agreement shall be construed
   to  interfere  with or  otherwise  affect the  rendering  of  services by the
   Independent  Contractor in accordance with her  independent and  professional
   judgment. The Independent Contractor shall perform her services in a good and
   workmanlike  manner  and in  accordance  with  generally  accepted  sales and
   marketing practices.

   9.  ENTIRE  AGREEMENT.  The  text  within  Agreement  shall be  construed  in
   accordance  with  New  York  (State)  law and  shall  constitute  the  entire
   Agreement between the parties. In witness whereof, Mr. Anthony Liberatore has
   caused this  Agreement to be executed in its corporate  name by its corporate
   officers, and Mrs. Elena V. Sordia, the Independent Contractor hereunder, has
   set her hand, as of this day and year first above written.

   Health-Pak, Inc.

   _/s/Anthony Liberatore________
       By: Anthony Liberatore





 /s/Elena Sordia_______________
   By: Elena  Sordia
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31109}]
{"company-data": {"conformed-name": "HEALTH PAK INC", "cik": "0000840823", "assigned-sic": "2390", "irs-number": "112914841", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76149", "film-number": "99592517"}, "business-address": {"street1": "2005 BEECHGROVE PLACE", "street2": "PO BOX 4255", "city": "UTICA", "state": "NY", "zip": "13501", "phone": "3157248370"}, "mail-address": {"street1": "2005 BEECHGROVE PLACE", "street2": "PO BOX 4255", "city": "UTICA", "state": "NY", "zip": "13504-4255"}, "former-company": {"former-conformed-name": "MORGAN WINDSOR LTD", "date-changed": "19910911"}}
To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission April __, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                HEALTH-PAK, INC.
               [Exact Name of Issuer as Specified in its Charter]

Commission File Number: 33-24483-NY

     Delaware                                                 11-2914841
   [State of Incorporation]                 [IRS Employer Ident. No.]

                  2005 Beechgrove Place, Utica, New York 13501
               (Address of principal executive offices) (zip code)

  Independent Contractor Agreement between Health-Pak, Inc. and Arnold Parnell
  Independent Contractor Agreement between Health-Pak, Inc. and Elena V. Sordia
                             [Full Name of The Plan]

     Mr. Anthony Liberatore, 2005 Beechgrove Place, Utica, New York, NY 13501
                     [Name and Address of Agent for Service]

                         Copy to: B. Bruce Freitag, Esq.
      39 Sackerman Avenue, North Haledon, New Jersey 07508  Tel:(973) 238-1909

                        CALCULATION OF REGISTRATION FEE 
     -------------------------------------------------------------------------
                                          Proposed      Proposed
                                          maximum       maximum
                                          offering      aggregate  Amount of
Title of securities     Amount to be      price per     offering   registration
to be registered        registered        share (1)     price (1)
fee

Common Stock         425,000  Shs           $0.50      $212,500      $  73.28
Common Stock (2)     200,000  Shs           $1.00      $200,000      $  68.97
Common Stock (3)     100,000  Shs           $3.00      $300,000       $103.45
Common Stock (4)     100,000  Shs           $5.00      $500,000       $172.41
             --      -------                -----      --------       -------
         Total                                                        $418
------------------------------------------------------------------------------
 (1) Estimated  solely for the purposes of calculating the  Registration Fee 
 (2) Shares underlying Warrants  exercisable at $1.00 per share.
 (3) Shares underlying  Warrants  exercisable at $3.00 per share. 
 (4) Shares underlying Warrants exercisable at $5.00 per share.
------------------------------------------------------------------------------
Approximate  date of  commencement  of proposed  sale to the public:  As soon as
possible after the Registration Statement is effective.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.

Registrant  (sometimes  referred to herein as the  "Company")  has entered  into
business services consulting  agreements with two independent  consultants.  The
first  agreement  is between  the  Company  and  Arnold  Parnell  (the  "Parnell
Agreement@) of Los Angeles  California dated March 1, 1999. The second agreement
is between the Company and Elena V. Sordia (the  "Sordia  Agreement")  of Moscow
Russia,  also dated March 1, 1999.  The  Company is  registering  herein  50,000
shares of it's  common  stock and 400,000  shares  underlying  certain  warrants
exercisable  between  $1.00 and $5.00 to be issued  to Mr.  Arnold  Parnell  and
375,000  shares  common stock to Ms. Elena Sordia,  all is more fully  described
here and below.

The Parnell Agreement.

Pursuant to the Parnell Agreement,  Mr. Parnell has been engaged as a consultant
on an  independent  contractor  basis to develop for the Company an Internet web
site in conjunction with the Company's new marketing program www.health-pak.com"
in order to allow customers to review Company  products,  place order and access
follow-up customer service directly via the Internet.  Under this Agreement, Mr.
Parnell is to perform all necessary  software and network design and development
and assist management in establishing the site, including "trouble-shooting" and
de-bugging services after the site is functional.  Mr. Parnell will also provide
such other  related  services as may be  reasonably  requested by  management in
connection with development and  implementation  of this new Internet  marketing
service.

     The Parnell  Agreement is for the period March 1, 1999 through November 30,
1999.  Mr.  Parnell has agreed to devote up to 40% of his time to the  Company's
Internet Marketing Project.

As compensation for the services to be provided, Parnell has agreed that in lieu
of cash payment the Company shall issue him the following securities:

     1. 50,000  shares of the  Company's  common  stock,  which shares are being
registered hereunder; plus

     2. 200,000  common stock  purchase  warrants  each  entitling the holder to
purchase  one (1) shares of the  Company's  common stock at a price of $1.00 per
share (the "Class A Warrants"),  with the shares of common stock  underlying the
Class A Warrants being registered hereunder; plus

     3. 100,000  common stock  purchase  warrants  each  entitling the holder to
purchase  one (1) shares of the  Company's  common stock at a price of $3.00 per
share (the "Class B Warrants"),  with the shares of common stock  underlying the
Class B Warrants being registered hereunder; plus.

     4. 100,000  common stock  purchase  warrants  each  entitling the holder to
purchase  one (1) shares of the  Company's  common stock at a price of $5.00 per
share (the "Class C Warrants"),  with the shares of common stock  underlying the
Class C Warrants being registered hereunder

The foregoing warrants are all exercisable during the one-year period commencing
on the date of the Parnell  Agreement  and ending  February 28, 2000 after which
date the rights  represented  thereby will terminate and the warrants will be of
no further value.

The terms of the Parnell  Agreement require the Company to prepare and file this
Registration  Statement  on Form S-8 in order to register  the above  referenced
shares and the shares underlying the warrants.

The Sordia Agreement.

Pursuant to the Sordia Agreement, Ms. Sordia has been engaged as a consultant on
an independent contractor basis to develop markets and generally to represent as
its attorney within the country of the Russian Federation.  Ms. Sordia, who is a
licensed practicing attorney in the Russian Federation,  shall provide on an "as
needed"  basis,  general legal advisory  services,  research,  including  market
research and  representative  services in connection  with the offer and sale of
the Company's  products in the Russian  Federation.  Ms. Sordia will also assist
management  in  establishing  a  market  for its  products  within  the  Russian
Federation and provide such additional  services as may be reasonably  requested
by the Company.

     The Sordia  Agreement is for the one year period  commencing  March 1, 1999
through February 28, 2000. Ms. Sordia has agreed to devote up to 40% of her time
to the Company's needs.

As compensation  for the services to be provided,  Ms. Sordia has agreed that in
lieu of cash payment the Company shall issue her 375,000 shares of the Company's
common stock, which shares are being registered hereunder.

The Sordia Agreement  require the Company to prepare and file this  Registration
Statement on Form S-8 in order to register the above referenced shares.

Item 2.      Registrant Information and Employee Plan Annual Information.

Registrant shall provide the Consultants,  without charge, upon their written or
oral requests,  the documents incorporated herein by reference in Item 3 of Part
II of this Registration Statement. Registrant shall also provide to Consultants,
without  charge  upon their oral or written  request,  with all other  documents
required  to be  delivered  to  Consultants  pursuant to Rule  428(b).  All such
requests  shall be  directed  to  Registrant  at it  principal  offices  at 2005
Beechgrove Place, Utica, NY 13504, telephone (315) 724-8370.

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents filed by the Registrant  under the Securities  Exchange
Act of 1934,  as  amended,  with the  Securities  and  Exchange  Commission  are
incorporated by reference in this registration statement:

         (a) Registrant's  Annual Report on Form 10-KSB for the period ended May
31, 1998;

         (b)  Quarterly  Reports on Form  10-QSB for the fiscal  quarters  ended
         August, 31, 1998 and November 30, 1998;

         (c)  All  documents  subsequently  filed  by the  Company  pursuant  to
         Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the
         filing  of  a   post-effective   amendment  which  indicates  that  all
         securities  offered have been sold or which de-registers all securities
         then remaining  unsold,  shall be deemed to be  incorporated  herein by
         reference  and to be  part  hereof  from  the  date of  filing  of such
         documents. Any statement contained in a document incorporated or deemed
         to be incorporated  by reference  herein shall be deemed to be modified
         or superceded for purposes of this registration statement to the extent
         that a statement  contained herein or in any other  subsequently  filed
         document which also is  incorporated  or deemed to be  incorporated  by
         reference  herein  modifies  or  supercedes  such  statement.  Any such
         statement shall not be deemed, except as so modified or superceded,  to
         constitute a part of this registration statement.

Item 4.  Description of Securities.

The  authorized  capital stock of the Company  consists of 25,000,000  shares of
Common Stock,  $0.0001 par value. The holders of Common Stock (i) have equal and
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably  in all of the  assets of the  Company  available  for  distribution  to
holders  of Common  Stock  upon  liquidation,  dissolution  or winding up of the
affairs  of  the  Company;  (iii)  do  not  have  pre-emptive,  subscription  or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto);  and (iv) are  entitled  to one  non-cumulative  vote per Share on all
matters which shareholders may vote at all meetings of shareholders.  All shares
of Common Stock outstanding are fully paid for and non-assessable and all Shares
that  are  part of this  Offering,  when  issued,  will be  fully  paid  for and
non-assessable.

Since its  inception,  the Company has not paid any cash  dividend on its Common
Stock and  anticipates  that it will not pay cash  dividends in the  foreseeable
future.

All shares of common stock now outstanding are fully paid for and non-assessable
and all  shares  of common  stock  which are the  subject  of this  Registration
Statement, when issued, will also be fully paid for and non-assessable.
Item 5. Interest of Named Experts and Counsel.

            Not Applicable.
Item 6.  Indemnification of Officers and Directors.

There is no charter provision, by-law, contract or other arrangement under which
any  controlling  person,  director  or  officer  of  Registrant  is  insured or
indemnified in any manner against  liability  which he may incur in his capacity
as such. However,  pursuant to Delaware  Corporation Law Section 145, Registrant
may indemnify its directors,  officers, employees against liabilities which they
may incur in their capacity as such.

Section 145 of the Delaware General  Corporation Law contains various provisions
entitling   directors,   officers,   employees  or  agents  of  the  Company  to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses,  including  attorneys'  fees, as the result of an action or proceeding
(whether civil, criminal,  administrative or investigative) in which they may be
involved  by reason of being or having  been a  director,  officer,  employee or
agent of the Company  provided  said  persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and,  with respect to any criminal  action or  proceedings,  had no  reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-Laws
of the Company state that the  indemnification  provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.

Item 7.  Exemption From Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-K and are specifically  incorporated  herein by this
reference
Exhibit No.                                           Title

         5.                             Opinion  of B. Bruce  Freitag,  Esq.
                                         regarding   the   legality   of  the
                                         securities registered.

         10 (a).                      Consulting Agreement with Arnold Parnell;

         10(b).                       Consulting Agreement with Elena Sordia;

         24.                           Consent of B. Bruce  Freitag,  Esq.,
                                       counsel to Registrant, to the use of
                                       his  opinion  with  respect  to  the
                                       legality  of  the  securities  being
                                       registered   hereby  -  included  in
                                       Exhibit 5.

Item 9.  Undertakings.

a.   The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made, a
     post-effective amendment to this registration statement to:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
           Securities Act;

         (ii) to reflect in the prospectus any facts or events arising after the
         effective  date  of the  Registration  Statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate, represents a fundamental change in the information set forth
         in the Registration Statement; and

         (iii) to include any material  information  with respect to the plan of
         distribution not previously disclosed in the Registration  Statement or
         any material change to such information in the Registration Statement.

Provided,  however,  that  Paragraph  a(1)(i)  and  a(1)(ii) do not apply if the
Registration  Statement  is on Form  S-8,  and the  information  required  to be
included  in a  post-effective  amendment  is  incorporated  by  reference  from
periodic reports filed by a small business issuer under the Exchange Act;

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act, each post-effective  amendment to the Registration  Statement shall be
     deemed  to be a new  registration  statement  relating  to  the  securities
     offered  therein and the offering of such  securities at that time shall be
     deemed to be the initial bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act, each filing each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act (and  where  applicable,  each  filing of an  employee
benefit  plan's  annual  report  pursuant  to  Section  15(d) of the  Securities
Exchange Act) that is  incorporated by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  Registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 City of
Utica, State of New York on the 9th day of April, 1999.

                                                     Health-Pak, Inc.
                                  (Registrant)

By:_/s/Anthony Liberatore________   By: _/s/Michael Liberatore______________
     Anthony Liberatore, President                  Michael Liberatore, Chief
     And Chief Executive Officer                     Financial Officer

Pursuant to the  requirements  of the 1933 Act, this  Registration  Statement or
amendment has been signed by the following  persons in the capacities and on the
dates indicated.

         Signatures                         Title                      Date

_/s/Anthony Liberatore__    President, Chief Executive            April 9, 1999
Anthony Liberatore          Executive Officer & Director

_/s/Michael Liberatore_     Chief Financial Officer, Secretary    April 9, 1999
Michael Liberatore          Treasurer & Director

_/s/William Meola____            Director                         April 9,1999

                                  Exhibit 10(a)

         Consulting Agreement between Registrant and Arnold Parnell
INDEPENDENT CONTRACTOR AGREEMENT
                               To Health-Pak, Inc.

     AGREEMENT, dated March 1, 1999, between Health-Pak, Inc. of 2005 Beechgrove
Place, Utica, NY 13504 (hereinafter "the Corporation") and Mr. Arnold Parnell of
5959 Century Blvd.  #525, Los Angeles,  CA 90045  (hereinafter  "the Independent
Contractor").

   Now, therefore, the parties hereto agree as follows:

   1. EMPLOYMENT.  The Corporation shall employ the Independent Contractor,  and
   the Independent  Contractor  shall serve the  Corporation  upon the terms and
   conditions hereinafter set forth.

   2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
   shall commence on March 1, 1999 and shall continue to and including  November
   30, 1999.

   3.  DUTIES.  During the period or periods of his  employment  hereunder,  the
   Independent  Contractor shall serve the Corporation and shall perform any and
   all general  Internet  marketing  services,  respective  software and network
   design and  development and other related  services  required or requested in
   connection with their business.  Within the limitations hereinabove provided,
   the  Independent  Contractor  will  render  such other  advisory  services in
   connection with the Internet  marketing services of the Corporation as may be
   requested from time to time by the officers or directors of the  Corporation,
   without further  compensation  other than that for which provision is made in
   this Agreement.

   4. TIME  REQUIREMENTS.  The  Independent  Contractor  shall devote during the
   period ending November 30, 1999 not more than 40% of his entire time, energy,
   and skill to the duties of his employment  hereunder and shall  periodically,
   or at any time upon the  request of the  Corporation,  submit  data as to the
   time performed.

   5. COMPENSATION.  The Corporation shall pay to the Independent Contractor for
   his services in shares of its stock amounting to 50,000 (fifty thousand) free
   trading  shares of  common  stock of the  Company  during  the  period of his
   employment hereunder.  In addition to the said compensation the Company shall
   award the Contractor options to buy its common stock as follows: 200,000 (two
   hundred  thousand) shares at the price of $1 (one dollar per share),  100,000
   (one hundred  thousand)  shares at the price of $3 (three  dollars) per share
   and 100,000 (one hundred  thousand)  shares at the price of $5 (five dollars)
   per share.  Such options are fully  transferable  would become effective upon
   signing of this agreement and expiration  date for such options is hereby set
   at 11:59 PM on February 28, 2000.

   The securities issueable to Consultant hereunder are accepted in lieu of cash
   payments  for  consulting  services to be rendered  by  Consultant  specified
   herein. Consultants acceptance of such securities in lieu of cash payments is
   expressly  contingent upon the Company registering the shares of common stock
   pursuant  to  an  S-8  Registration  Statement,  or  such  other  short  form
   registration  statement  authorized by the Securities and Exchange Commission
   for the registration of securities payable to a consultant.

   6.  INDEMNIFICATION AND HOLD HARMLESS PROVISION.  The Independent  Contractor
   agrees hereby to indemnify and hold harmless the Corporation from any and all
   claims by the Independent Contractor which may arise out of and in the course
   of  the  performance  of  his  duties  hereunder.  Any  and  all  claims  for
   unemployment  benefits and or claims for workers'  compensation  benefits are
   hereby  expressly waived by the within  Independent  Contractor who agrees to
   maintain separate policies of liability,  health,  and accident  insurance as
   may be  necessary  or  required by the  Corporation  in  connection  with the
   performance of its duties herein.

   7. RELATIONSHIP  BETWEEN PARTIES.  The Independent  Contractor is employed by
   the  Corporation  only for the  purposes  and to the extent set forth in this
   Agreement,  and his relation to the Corporation  shall,  during the period or
   periods of his employment and services  hereunder,  be that of an independent
   contractor.  The  Independent  Contractor  shall be free to  dispose  of such
   portion of his entire time,  energy,  and skill during regular business hours
   as he is not obligated to devote  hereunder to the Corporation in such manner
   as he sees  fit and to such  persons,  firms,  or  corporations  as he  deems
   advisable.  The Independent  Contractor  shall not be considered as having an
   employee   status  or  as  being   entitled  to  participate  in  any  plans,
   arrangements,  or  distributions  by  the  Corporation  pertaining  to  or in
   connection with any insurance,  pension,  stock,  bonus,  profit-sharing,  or
   similar benefits for their regular employees.

   8. PROFESSIONAL RESPONSIBILITY.  Nothing in this Agreement shall be construed
   to  interfere  with or  otherwise  affect the  rendering  of  services by the
   Independent  Contractor in accordance with his  independent and  professional
   judgment. The Independent Contractor shall perform his services in a good and
   workmanlike  manner  and in  accordance  with  generally  accepted  sales and
   marketing practices.

   9.  ENTIRE  AGREEMENT.  The  text  within  Agreement  shall be  construed  in
   accordance  with  New  York  (State)  law and  shall  constitute  the  entire
   Agreement between the parties. In witness whereof, Mr. Anthony Liberatore has
   caused this  Agreement to be executed in its corporate  name by its corporate
   officers, and Mr. Arnold Parnell, the Independent  Contractor hereunder,  has
   set his hand, as of this day and year first above written.

   Health-Pak, Inc.

   /s/_Anthony Liberatore________
   By Anthony Liberatore, President

   _/s/ Arnold Parnell___________
Exhibt 10(b)

      Consulting Agreement between Health-Pak, Inc. and Elena Sordia
INDEPENDENT CONTRACTOR AGREEMENT
                               To Health-Pak, Inc.

   AGREEMENT,  dated  March 1,  1999,  1999  between  Health-Pak,  Inc.  of 2005
   Beechgrove Place,  Utica, NY 13504  (hereinafter "the  Corporation") and Mrs.
   Elena V. Sordia,  Attorney at Law, of 31 Skolkovskoe  Shosse,  Moscow 121353,
   Russia (hereinafter "the Independent Contractor").

   Now, therefore, the parties hereto agree as follows:

   1. EMPLOYMENT.  The Corporation shall employ the Independent Contractor,  and
   the Independent  Contractor  shall serve the  Corporation  upon the terms and
   conditions hereinafter set forth.

   2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
   shall commence on March 1, 1999 and shall continue to and including  March 1,
   2000.

   3.  DUTIES.  During the period or periods of her  employment  hereunder,  the
   Independent  Contractor  shall serve the Corporation and shall perform on the
   territory  of  Russian  Federation  and the CIS  any  and all  general  legal
   advisory,   research  and  litigation  as  well  as  marketing  research  and
   representation  services  required  or  requested  in  connection  with their
   business.  Within  the  limitations  hereinabove  provided,  the  Independent
   Contractor  will render on the  territory  of Russian  Federation  such other
   legal advisory,  document  preparation and litigation  services in connection
   with the marketing  services of the Corporation as may be requested from time
   to time by the  officers or  directors of the  Corporation,  without  further
   compensation other than that for which provision is made in this Agreement.

   4. TIME  REQUIREMENTS.  The  Independent  Contractor  shall devote during the
   period ending March 1, 2000 not more than 40% of her entire time, energy, and
   skill to the duties of her employment hereunder and shall periodically, or at
   any time upon the  request  of the  Corporation,  submit  data as to the time
   performed.

   5. COMPENSATION.  The Corporation shall pay to the Independent Contractor for
   her  services  in shares of its stock  amounting  to 375,000  (three  hundred
   seventy five  thousand)  free  trading  shares of common stock of the Company
   during the period of her employment hereunder.

   The securities issueable to Consultant hereunder are accepted in lieu of cash
   payments  for  consulting  services to be rendered  by  Consultant  specified
   herein. Consultants acceptance of such securities in lieu of cash payments is
   expressly  contingent upon the Company registering the shares of common stock
   pursuant  to  an  S-8  Registration  Statement,  or  such  other  short  form
   registration  statement  authorized by the Securities and Exchange Commission
   for the registration of securities payable to a consultant.

   6.  INDEMNIFICATION AND HOLD HARMLESS PROVISION.  The Independent  Contractor
   agrees hereby to indemnify and hold harmless the Corporation from any and all
   claims by the Independent Contractor which may arise out of and in the course
   of  the  performance  of  her  duties  hereunder.  Any  and  all  claims  for
   unemployment  benefits and or claims for workers'  compensation  benefits are
   hereby  expressly waived by the within  Independent  Contractor who agrees to
   maintain separate policies of liability,  health,  and accident  insurance as
   may be  necessary  or  required by the  Corporation  in  connection  with the
   performance of its duties herein.

   7. RELATIONSHIP  BETWEEN PARTIES.  The Independent  Contractor is employed by
   the  Corporation  only for the  purposes  and to the extent set forth in this
   Agreement,  and her relation to the Corporation  shall,  during the period or
   periods of her employment and services  hereunder,  be that of an independent
   contractor.  The  Independent  Contractor  shall be free to  dispose  of such
   portion of her entire time,  energy,  and skill during regular business hours
   as she is not obligated to devote hereunder to the Corporation in such manner
   as she sees fit and to such  persons,  firms,  or  corporations  as she deems
   advisable.  The Independent  Contractor  shall not be considered as having an
   employee   status  or  as  being   entitled  to  participate  in  any  plans,
   arrangements,  or  distributions  by  the  Corporation  pertaining  to  or in
   connection with any insurance,  pension,  stock,  bonus,  profit-sharing,  or
   similar benefits for their regular employees.

   8. PROFESSIONAL RESPONSIBILITY.  Nothing in this Agreement shall be construed
   to  interfere  with or  otherwise  affect the  rendering  of  services by the
   Independent  Contractor in accordance with her  independent and  professional
   judgment. The Independent Contractor shall perform her services in a good and
   workmanlike  manner  and in  accordance  with  generally  accepted  sales and
   marketing practices.

   9.  ENTIRE  AGREEMENT.  The  text  within  Agreement  shall be  construed  in
   accordance  with  New  York  (State)  law and  shall  constitute  the  entire
   Agreement between the parties. In witness whereof, Mr. Anthony Liberatore has
   caused this  Agreement to be executed in its corporate  name by its corporate
   officers, and Mrs. Elena V. Sordia, the Independent Contractor hereunder, has
   set her hand, as of this day and year first above written.

   Health-Pak, Inc.

   _/s/Anthony Liberatore________
       By: Anthony Liberatore

 /s/Elena Sordia_______________
   By: Elena  Sordia