SCHWARZ INDUSTRIAL PARK LEASE
                          -----------------------------

TENANT:                    Thermacell Technologies, Inc.
                           Attn: Bo Gimvang, President
                           Attn: John Pidorenko, CEO
                           Address: 440 Fentress Boulevard
                                    Daytona Beach, FL 32114
                           (904) 253-6262 - Telephone
                           (904) 253-0882 - Facsimile

LANDLORD:                  MRS ENTERPRISES, LLC
                           Attn: Ralph Schwarz, Sr.
                           221 Fentress Boulevard
                           Daytona Beach, Florida 32114
                           (904) 252-2442 - Telephone
                           (904) 238-3647 - Facsimile

PROPERTY MANAGER:          Edward L. Schwarz
                           Schwarz Realty Group, Inc.
                           457 South Ridgewood Avenue
                           Daytona Beach, Florida 32114
                           (904) 258-0555 - Telephone
                           (904) 253-4528 - Facsimile

     FOR VALUABLE CONSIDERATION RECEIVED, LANDLORD and TENANT agree as follows:

     1.  PREMISES:  Tenant  hereby leases from  Landlord  approximately  12,320*
square  feet of  Building 5 ,  together  with  loading  and  parking  areas,  if
applicable, Schwarz Industrial Buildings, 440 Fentress Boulevard, Daytona Beach,
Florida 32114,  as shown on the diagram and drawing which is attached  hereto as
Exhibit "A" to this Lease. *Plus 243 SF out building in front.

     2.  NATURE OF TENANCY:  Tenant  acknowledges  that  Tenant in leasing  from
Landlord commercial or non-residential  property and therefore the provisions of
Part 1,  Chapter 83,  Florida  Statutes,  apply to the  tenancy  created by this
lease.

     3.  PROPERTY  MANAGER:  Landlord  has  appointed  the above  company as its
Property  Manager and Tenant  shall  direct all  communications  concerning  the
premises to the  Property  Manager  and shall make all rental  payments to Ralph
Schwarz,  Sr.  and  Landlord  hereby  appoints  Property  Manager  as  its  duly
authorized  agent and  attorney-in-fact  to  execute on behalf of  Landlord  all
notices, complaints or pleadings,  actions for possession or payment of rent and
any other  writings,  documents  or matters  described  in Chapter  83,  Florida
Statutes.  Landlord  reserves the right to appoint  other  property  managers by
written notice and specification to Tenant.

     4.TERM  OF  LEASE:  This  lease  is for a term of 5  years  with  the  term
commencing  on first of November,  1999 and expiring on the 31st dav of October,
2004. Any renewal  options or other  extension  options,  if applicable,  are as
described on Exhibit "B" attached to this Lease.

     5. RENT AMOUNT AND PAYMENT: During the term of this lease, Tenant shall pay
monthly rent as described in this paragraph,  in Advance,  without demand,  with
each  payment  due on the first day of Each  month  during the tem of this lease
with  all  payments  made  to the  attention  of the  Property  Manager,  unless
otherwised specified

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in writing  by  Landlord.  Any rental  payment  which has not been  received  by
Property Manager (or Landlord if there be no Property  Manager) by 5:00 p.m. EST
or EDT, as applicable,  on the 3rd day of the month for which the rental payment
is due, whether such 3rd day shall be a business day, Saturday,  Sunday or other
legal  holiday,  shall be considered  delinquent  and shall be subject to a late
charge in the amount of ten percent  (10%) of the  monthly  rental  payment,  as
additional  rent, as agreed  compensation  to Property  Manager and Landlord for
additional administrative overhead incurred in the administration and collection
of delinquent rental accounts. Any rental payment which has not been received by
Property Manager (or Landlord if there be no Property  Manager) by 5:00 p.m. EST
or EDT, as applicable,  on the 5th day of the month for which the rental payment
is due, whether such 5th day shall be a business day, Saturday,  Sunday or other
legal holiday,  shall cause Tenant to be in breach and default of this lease and
Landlord  shall be entitled to all rights and remedies for default  described in
this  lease  according  to Part 1,  Chapter  83,  Florida  Statutes.  All rental
payments and late charges shall be increased by any applicable  commercial  rent
tax  levied by any  governmental  agency or unit  having  jurisdiction  over the
premises. Any rental payments made after the fifteenth (15) day of the month for
which the rental  payment is due shall be made in cash or by postal  money order
or certified  check,  and shall not be by personal check. The monthly rent shall
be calculated as follows:

     (a)  Base Rent:

              $4.50/SF/YR = $4,620/Mo.(lst 2 years, CPI increases/YR thereafter)
                .75/SF YR = $ 770/Mo.(Adjusted  yearly on prorata basis)
               TOTAL 1st YR=  $5,390/Mo.  Plus  Sales Tax
                Add'l rent for 243 SF Out Bldg in front @$ 5.25/SF=$106.30  mo.
                Total rent due $5,496.30 x 6% tax = $329.77 tax
                New Total Rent Due:  $5,826.07

     (b)  Pass Through:


              Includes R.E. Taxes, Insurance & C.A.M.




     (c) Lease  Incentives:  If  applicable,  any lease  incentives  or  special
features  concerning  rent are as  described  on Exhibit  "B",  attached to this
Lease.

     6.SECURITY DEPOSIT:  Upon the execution of this lease, Tenant is depositing
with Landlord the sum of $ 7,500.00 1 constituting a security deposit, which sum
shall  secure  the full  performance  of Tenant  under  the terms of this  lease
including,  without  limitation,  the  obligations  of Tenant to pay rent,  late
charges maintain the premises,  maintain insurance, pay utilities, and redeliver
the premises to Landlord in the same condition as the premises  existed upon the
taking of  possession  of the  premises by Tenant,  as properly  maintained  and
repaired by Tenant  pursuant to the terms of this lease,  ordinary wear and tear
only accepted.  The security  deposit shall not bear or accrue interest in favor
of tenant, and may be deposited,  at the election of Landlord, in a non-interest
bearing account. One-half of the security deposit has already been paid prior to
the execution of this lease and the remaining  one-half is due at the signing of
this lease together with rent for the first month of this lease.

     7. USE OF  PREMISES:  Tenant  shall  utilize  the  premises  solely for the
transaction of manufacturing of glass spheres or "vaxcells"  business and for no
other  purpose (s)  whatsoever.  Tenant shall not suffer any person(s) to reside
within the  premises.  Tenant shall operate the business and occupy the promises

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in full  conformity with all laws,  regulations,  ordinances,  restrictions  and
prohibitions of any  governmental  authority;  Tenant shall not commit or suffer
any illegal or immoral use of the  premises;  Tenant  shall not commit or suffer
any nuisances or any conditions or behavior which  interferes  with the full use
and  enjoyment of other  tenants of the Schwarz  Industrial  Buildings.  Tenants
shall obtain and maintain all permits,  licenses and shall pay all license fees,
impact  fees,  impost  of any  nature  attributable  to the  transaction  of the
business of Tenant or the occupancy of the premises by Tenant.

           8.  UTILITIES:  Tenant is  responsible  for all utility  deposits and
charges for all electricity,  water, gas, telephone,  cable service,  sanitation
garbage or similar  utilities  serving  the  premises  and shall  indemnify  and
otherwise  hold  harmless  Landlord  from any and all liens against the premises
resulting  from Tenants  failure to pay or  discharge  the  responsibilities  of
Tenant concerning said utilities.

     9. MAINTENANCE  OBLIGATIONS OF LANDLORD:  Landlord shall be responsible for
the maintenance of the roof,  exterior  structure and common areas as designated
in this lease (see attached diagram).

     10. MAINTENANCE  OBLIGATION OF TENANT:  Tenant shall be responsible for and
shall maintain and repair all plumbing,  electrical,  HVAC systems,  appliances,
doors and locks and plate glass and  windows of the  premises.  Tenant  shall be
responsible  generally and shall  maintain in first rate condition the premises,
and shall at all times keep the promises neat and clean.

     11.  ALTERNATIONS  TO  PREMISES:  Tenant  shall  make  no  improvements  or
alterations or install any signs within or about the premises absent the written
consent of Landlord. In the event that Landlord consents to any such alterations
or  improvements,  whether  fixtures or otherwise,  all such matter shall became
part  of  the  premises,  shall  become  the  property  of the  Landlord  at the
expiration  of this lease,  without  payment or  compensation  to Tenant.  If so
directed by Landlord,  Tenant shall remove any such alterations or improvements,
whether fixtures or otherwise,  at the expiration of this lease, and restore the
premises to the same condition as existed before the alterations or improvements
were made or installed,  all at the expense of Tenant. If Tenant fails to effect
such removal and restoration as directed by Landlord,  Tenant shall be liable to
Landlord for all Landlord's  expenses incurred in discharging the obligations of
Tenant on behalf of Tenant.

     12. RISK OF LOSS:  All property,  equipment or possessions of any nature of
Tenant  within or about  the  premises  shall be at the sole risk of Tenant  and
Landlord shall have no responsibility for any theft,  casualty,  damage or other
lose of any of said property of tenant or patrons, employees, contractors or any
invitees of tenant.

     13.  INDEMNITY AND  INSURANCE:  Tenant shall fully  indemnify and otherwise
hold harmless Landlord from any and all claims,  demands or suits arising out of
or otherwise  attributable  to Tenant,  the  occupancy of the premises by Tenant
asserted by any party(s)  whatsoever and this indemnity  shall include all costs
incurred by Landlord,  including reasonable defense attorneys fees. Tenant shall
obtain and maintain public liability  insurance and casualty  insurance insuring
the  repair  and  replacement  of  matters  within  the  premises  which are the
responsibility  of Tenant,  which  policy  shall  show  Landlord  as  additional
insured,  and Tenant shall at all times maintain with Landlord  Certificates  of
Insurance  showing  current  coverage  and the  companies,  amounts,  casualties
imperils insured against,  and deductibles,  shall be as prescribed by Landlord,
from  time to time.  Tenant  for  itself  and all  others  waives  all  right of
subrogation against Landlord.  The initial prescriptions of coverage by Landlord
to Tenant  are:__________  The initial  prescriptions of coverage by Landlord to
Tenant  are:  Two  Million  ($2,000,000.00)  for any  one  person,  Two  Million
($2,000,000.00)  for any one  accident and One Million  ($1,000,000.00)  for any
property damage.


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     14. ASSIGNMENT OR SUBLET: Tenant shall not assign,  transfer or hypothecate
in any  manner  its  rights  under  this  lease,  nor shall it sublet all or any
portion of the premises,  without the express written  consent of Landlord,  and
such consent shall be in the sole discretion of Landlord.

     15.  ACCESS BY  LANDLORD:  Landlord  shall at all times have  access to the
premises  for  purposes  of  inspection  of the  premises  by Landlord to assure
compliance by Tenant with its  obligations  under this lease and for making such
repairs or otherwise discharging the obligations of Tenant under this lease, for
the  account  of Tenant  and  Landlord  shall have the right to place "For Rent"
signs and shall have the right to exhibit  the  premises  to  potential  Tenants
during the last sixty (60) days of the term of this lease.

     16. LOSS OR DESTRUCTION OF PREMISES: If at any time during the term of this
lease  the  premises  shall  be  lost  or  destroyed  (whether  by  casualty  or
condemnation or taking) so as to be wholly or partially  untenantable,  Landlord
shall have the option of either  restoring  the  premises  or  terminating  this
lease,  and shall  exercise  the option  within the first thirty (30) days after
such event. If the Landlord  elects repair or restoration,  such repair shall be
completed  within  sixty  (60) days after the  event.  Rent  shall be  equitably
apportioned during any such damage.  With respect to a condemnation or taking of
all or a portion of the premises,  the lease shall either  terminate upon a full
taking or shall  abate  equitably  upon a partial  taking.  Tenant  shall not be
entitled to any portion or any award for any condemnation taking attributable to
the leasehold  interest of tenant but shall be entitled to an award attributable
to any  fixtures  or  improvements  installed  or owned by Tenant  and for court
awarded moving expenses.

     17.  SIGNS:  No sign  shall be placed  by  Tenant at or about the  premises
without  the  written  consent of  Landlord  and such sign shall  conform to all
zoning and other governmental  requirements and shall be self contained within a
frame of metal or wood with a plexiglass  cover and shall  generally  conform to
the design  and  composition  of other  signs for other  tenants of the  Schwarz
Industrial Buildings.

     18. FIRST LIEN OF LANDLORD:  Tenant hereby grants to Landlord lien over all
personal property,  equipment,  inventory, fixtures or any property of Tenant in
or about the premises, to secure all obligations of Tenant.

     19. LIEN  AGAINST  PREMISES:  Tenant  shall no right to cause or permit any
lien to be filed against the premises and, within ten (10) days of the filing of
any such lien,  shall payoff or bond any such lien. All third parties are hereby
placed on notice  that the Tenant has no right or  authority  from  Landlord  to
grant,  permit or subject  the  premises in any manner to any  lien(s),  whether
mechanic  or  otherwise,  whether for work  performed,  material  furnished,  or
obligations incurred or otherwise.

     20.  MISCELLANEOUS  LEGAL  PROVISIONS:  This  lease  represents  the entire
understanding  of  Landlord  and Tenant with  respect to the Schwarz  Industrial
Buildings and there are no oral  representations  or  agreements  which have not
been  reduced  to this  writing.  Tenant  hereby  accepts  the  premises  in the
condition  that  they  exist  upon  taking  possession  in  "as is -  where  is"
condition.  In the event that any covenant or obligation of this lease is deemed
to be unenforceable,  such determination shall not affect the enforceability and
binding nature of all other covenants and obligations of this lease.  This lease
shall  be  binding   upon  the   parties   hereto,   their   assigns,   personal
representatives and legal representatives.  Violation of the terms of this lease
by Tenant,

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any breach of this lease by Tenant,  the  abandonment  by Tenant,  the filing by
Tenant of bankruptcy,  insolvency,  assignment for benefit of creditors or other
similar  arrangement  shall all be deemed  material  breach(s) of this lease and
Landlord shall be entitled to all rights and remedies  accruing from breach.  If
it in necessary to resort to litigation to enforce the terms of this lease,  the
prevailing party in such action shall recover from the non-prevailing  party all
cost of  litigation,  including a  reasonable  attorneys  fees,  including  fees
incurred for the  preservation  of the  obligations of this lease in bankruptcy.
Venue for any suits arising out of or otherwise attributable to this lease shall
lie exclusively in the courts of Volusia County, Florida.

     21. SPECIAL IMPROVEMENTS TO LEASED AREA AND PERMITTED PARKING:  Attached to
this lease is a letter  dated August  authored by Edward L.  Schwarz  which sets
forth  the  improvements  to be made to the  leased  area  together  with a grid
showing the division of expenses between Tenant and Landlord generally. There is
further included a drawing showing the permitted parking areas for use by Tenant
and its invitees.

     22. RADON GAS: Radon is a naturally  occurring  radio active gas that, when
it has  accumulated in a building in sufficient  quantities,  may present health
risks to persons  who are  exposed to it over time.  Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information  regarding  radon and radon testing may be obtained from your County
Public Health Unit.

     IN WITNESS  WHEREOF,  Landlord and Tenant have  executed  this lease on the
date so indicated.

  WITNESSES:
                                        MRS Enterprises, LLC

                                        By:
                                        ----------------------------
  Print Name:                           Ralph L. Schwarz, Sr.
  Print Name:
                                        Date:
                                        ----------------------------
                                                 ("Landlord")

                                        THERMACELL TECHNOLOGIES, INC.

                                        By:
                                        ----------------------------
  Print Name:                                   Print Name:

  Print Name:                           Date:
                                        ----------------------------
                                                  ("Tenant")

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