EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of June __, 2000
by and  between  THERMACELL  TECHNOLOGIES,  INC.,  a  Florida  corporation  (the
"Company") and JAMES HAGARMAN (the "Employee").

         WHEREAS,  the Employee has been offered the position of Vice President,
Technology,  of the  Company  and will begin to serve in such  capacities  on or
about July 5, 2000 (the "Effective Date");

         WHEREAS,  the Company  wishes to assure  itself of the  services of the
Employee, and the Employee is willing to serve in the employ of the Company upon
the terms and conditions hereinafter provided; and

         WHEREAS,  the Company's Board of Directors has determined that the best
interests of the Company and its  shareholders  would be served by providing for
the terms and conditions of the Employee's employment as set forth herein.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained and intending to be legally bound hereby, the Company and the Employee
hereby agree as follows:

         Section 1.        Definitions.  As used herein,  the following terms
shall have the meanings set forth below.

         "Fiscal Year" means any fiscal year of the Company, as applicable.

         "Intellectual  Property"  means  any and all  inventions,  discoveries,
improvements,  ideas, concepts,  creative works, designs (with respect to all of
the  foregoing,  whether or not reduced to  writing),  patents,  trademarks  and
copyrights  which relate to the actual or demonstrated  anticipated  business of
the Company.

          "Person" means any individual, sole proprietorship, general or limited
partnership,  joint venture, trust,  unincorporated  organization,  association,
corporation, institution, entity, party, limited liability company or government
(whether  territorial,  national,  federal,  state,  provincial,  county,  city,
municipal or otherwise,  including,  without  limitation,  any  instrumentality,
division, agency, body or department thereof).

         Section  2.  Employment  and  Term.  The  Company  hereby  employs  the
Employee,  and the Employee hereby accepts such  employment by the Company,  for
the purposes and upon the terms and  conditions  contained in this Agreement and
subject to the approval of the  Company's  Board of  Directors.  This  Agreement
shall have an initial term of three (3) years from the Effective Date; provided,
however,  that the Company may terminate this Agreement at will by providing the
Employee with a severance  payment equal to six months' salary less the value of
the shares then acquired by the Employee in accordance  with section 5(c) hereof
(the "Severance Payment"). The term hereof, until terminated as provided herein,
is referred to herein as the "Employment Period."

<PAGE>

         Section 3.  Employment  Capacities  and Duties.  The Employee  shall be
employed  throughout the Employment Period as Vice President,  Technology of the
Company.  The  Employee  shall  have the duties  and  responsibilities  normally
associated and incumbent with that position, including, but not limited to those
set forth on Exhibit A hereto.

         Section 4. Employee  Performance  Covenants.  The Employee  accepts the
employment  described  in Section 3 herein and agrees to devote his full working
time and efforts to the business and affairs of the Company and the  performance
of the  aforesaid  duties  and  responsibilities  set forth in Section 3 hereof.
Employee  further  represents  and warrants that his entry into this  Employment
Agreement  does not  violate  any other  agreement  to which he is or has been a
party.

         Section 5.        Compensation.  For the  services to be rendered by
Employee   hereunder,   the  Company   shall  pay  to  Employee  the   following
compensation:

               a)Salary.  The Employee  shall be paid a salary (the "Salary") at
          an annual rate of One Hundred Thirty Thousand  Dollars  ($130,000.00),
          payable in equal installments in accordance with the Company's payroll
          policies,  for the period commencing on the Effective Date. The Salary
          shall be pro-rated for any Fiscal Year hereunder  which is less than a
          full Fiscal Year.

               b) Bonus. In addition,  the Employee may be eligible for a bonus,
          to be determined by the Company's Board of Directors,  based primarily
          on the profitability of the Company.

               c) Equity. As additional compensation,  the Company will issue to
          the  Employee  up to 500,000  shares of the  Company's  common  stock,
          subject to the following  vesting  schedule and  conditioned  upon the
          Employee  continuing  to be  employed  by the  Company as of each such
          date:

           Number of Shares                       Vesting Date
           ----------------                       ------------

           125,000 shares                         Effective Date

           125,000 shares                         Six  Month   Anniversary   of
                                                  Effective Date

           125,000 shares                         One   Year   Anniversary   of
                                                  Effective Date

           125,000 shares                         Two   Year   Anniversary   of
                                                  Effective Date


Shares issued on an Issue Date will be subject to a proportionate  refund to the
Company if the  Employee  terminates  his  employment  without  cause during the

<PAGE>

succeeding six month period  following the Issue Date. By way of example and not
limitation,  if the Employee were to terminate this employment without cause ten
months  after the  Effective  Date,  he would be  entitled  to retain all of the
initial  125,000  shares issued on the Effective  Date, and the Company would be
entitled to receive  back from the  Employee  one-third  of the  125,000  shares
issued on the Six Month Anniversary of the Effective Date.

All  shares  issued  hereunder  will be  unregistered  and  will  have  standard
piggyback  registration  rights with the cost of  registration  pursuant to such
piggyback  registration  rights to be borne by the company  (provided,  however,
that the Employee will be solely  responsible  for any fees or costs incurred by
his accountants and attorneys in connection with any such registration).

         Section 6. Employee Benefits,  Vacations. During the Employment Period,
in addition to any and all compensation and benefits required or permitted to be
made by the Company to the Employee  hereunder,  the Employee  shall receive the
benefits and enjoy the perquisites described below:

          a)  Vacation.  The  Employee  shall be entitled to Five (5) weeks paid
     vacation per annum; and

          b)  Participation  in Benefit Plans. The Employee shall be entitled to
     participate in any group  hospitalization,  health, life or other insurance
     or death benefit plan,  travel or accident  insurance,  restricted or stock
     purchase plan, stock option plan, retirement income or pension plan, 401(k)
     plan, or other present or future group employee  benefit plan or program of
     the Company  for which  Employees  are or shall  become  eligible.  Nothing
     contained  in this  Agreement  shall  prevent  the Board from  amending  or
     otherwise  altering  any such  plan,  program  or  arrangement  during  the
     Employment Period.

          c) Reimbursement of Expenses. The Company shall reimburse the Employee
     for reasonable expenses incurred in providing services to the Company, upon
     the Employee's  submission of  appropriate  documentation  evidencing  such
     expenses  in  accordance  with  the  Company's  reimbursement  policies  as
     determined  from time to time by the Board of Directors.  Without  limiting
     the  foregoing,  the Company  will  reimburse  the  Employee  for  expenses
     incurred in  travelling  between the  Company's  offices and  Philadelphia,
     Pennsylvania,  including  round trip coach air. In all cases,  the Employee
     shall use his best efforts to obtain the lowest  pricing on  travel-related
     expenses.

         Section 7.        Termination of Employment.

          a) Notice of Termination; Employment Termination Date.

          (1) Any termination of the Employee's employment by the Company or the
     Employee  shall be  communicated  by written  Notice of  Termination to the
     other  party  hereto.  For  purposes  of  this  Agreement,   a  "Notice  of
     Termination" shall mean a notice which shall indicate the provision in this
     Agreement relied upon.

<PAGE>

          (2)  "Employment  Termination  Date"  shall mean the date on which the
     Employment  Period  and the  Employee's  right and  obligation  to  perform
     employment  services for the Company  shall  terminate  effective  upon the
     first to occur of the following:

               (i) If the Employee's  employment is terminated  for  Disability,
          the date on which the Notice of Termination is given;

               (ii) If the  Employee's  employment  is  terminated  by voluntary
          action of the Employee (See Section  7(e)),  the date specified in the
          Notice of  Termination,  which date shall be no more than fifteen (15)
          days after the date that the Notice of Termination is given;

               (iii) The death of the Employee;

               (iv) The expiration of the Employment Period;

               (v) If the Employee's employment is terminated by the Company for
          Cause (See Section 7(b)), the date on which a Notice of Termination is
          given; and

               (vi) If the  Employee's  employment  is terminated by the Company
          other than for Cause,  Disability or death of the Executive,  the date
          specified  in the Notice of  Termination  which date shall not be more
          than thirty (30) days after the date that the Notice of Termination is
          given.

          b) Termination for Cause.

          (1) The Company may terminate the Employee's  employment hereunder and
     the  Employment  Period  for Cause.  For the  purposes  of this  Agreement,
     "Cause" shall mean termination because of Employee's  personal  dishonesty,
     willful  misconduct,  breach of fiduciary duty involving  personal  profit,
     violation of any law, rule or regulation that could result in conviction of
     a  felony  or any  material,  uncured  breach  of  any  provision  of  this
     Agreement.

          (2) If the Employee's  employment  shall be terminated for Cause,  the
     Company  shall pay the  Employee  (or his  successors)  his  unpaid  Salary
     through the Employment Termination Date.

               c)  Termination  for  Disability.  The Company may  terminate the
          Employee's  employment  because of the  Disability of the Employee and
          thereafter the Company shall pay to the Employee (or his  successors):
          (i) his unpaid Salary through the Employment Termination Date and (ii)
          if the  Disability  occurs after the Employee has been employed by the
          Company for at least six months, the Severance Payment.

               d)  Termination  Upon  Employee's  Death.  In  the  event  of the
          Employee's  death, the Company shall pay to the Employee's  estate any
          unpaid Salary through the Employment Termination Date.

<PAGE>

               e) Voluntary  Termination by Employee. In the event that Employee
          voluntarily  terminates his  employment  with the Company prior to the
          expiration of the  Employment  Period,  the Employee shall be entitled
          only to payment  of the  amounts  which  would be payable to him under
          subsection 7(b)(2) above as if he had been terminated for Cause.

               f)  Compensation  Upon  Termination  other than for Cause. If the
          Company shall terminate the Employee's employment for any reason other
          than pursuant to Sections 7(b), (c) or (d), then the Company shall pay
          to the Employee his unpaid Salary through the  Employment  Termination
          Date. In addition, if the Company terminates the Employee's employment
          under this  paragraph  before the third  anniversary  of the Effective
          Date,  then the Employee will  immediately  be entitled to receive the
          Severance Payment as calculated in Section 2 hereof

     Section 8. Certain Company Protection Provisions.  The following provisions
apply for the protection of the Company, and shall survive indefinitely,  beyond
the duration of this Agreement:

          a) Non-Competition and Non-Solicitation.  During the Restricted Period
     (as  hereinafter  defined),  the Employee  shall not directly or indirectly
     compete  with the Company or own,  manage,  control or  participate  in the
     ownership,  management  or  control  of, or be  employed  or  engaged by or
     otherwise  affiliated  or  associated  with any  Competitive  Business  (as
     hereinafter  defined).  As used herein, the term "Restricted  Period" means
     the  Employment  Period  and a period of one (1) year  thereafter.  As used
     herein,  a  "Competitive  Business"  is  any  other  corporation,   limited
     liability company, partnership,  proprietorship, firm, association or other
     business  entity which is engaged in the  production of hollow  microsphere
     products in the United States.  During the Restricted  Period, the Employee
     shall not directly or indirectly  solicit any customer or known prospective
     customer  who has  contracted  with the  Company to  purchase  products  or
     services during the then-preceding twelve month period.

          b) Non-Interference.  During the Restricted Period, the Employee shall
     not induce or  solicit  any  employee  of the  Company or any person  doing
     business  with the Company to terminate  his or her  employment or business
     relationship  with  the  Company  or  otherwise  interfere  with  any  such
     relationship.

          c)  Confidentiality.  The Employee  agrees and  acknowledges  that, by
     reason of the nature of his duties as an officer and employee, he will have
     or may have  access to and  become  informed  of  confidential  and  secret
     information  which is a  competitive  asset of the  Company  ("Confidential
     Information"),  including  without  limitation  any lists of  customers  or
     subscribers,  financial  statistics,  research data or any other statistics
     and plans  contained in profit plans,  capital plans,  critical issue plans
     strategic  plans or marketing or operation  plans or other trade secrets of
     the Company and any of the foregoing  which belong to any person or company
     but to which the  Employee  has had  access  by  reason  of his  employment
     relationship  with the Company.  The Employee agrees  faithfully to keep in
     strict confidence,  and not, either directly or indirectly,  to make known,
     divulge,  reveal,  furnish,  make  available  or use (except for use in the
     regular course of his employment duties) any such Confidential Information;
     provided,  however,  that the Employee  will not be deemed to have violated

<PAGE>

     this  provision if he is  compelled by valid legal  process to disclose any
     Confidential Information;  provided further, however, that in the event the
     Employee is called upon to provide Confidential  Information,  the Employee
     will give the Company  prompt notice of such demand and cooperate  with the
     Company in making any objections that the Company deems  appropriate to the
     disclosure of Confidential Information.  The Employee acknowledges that all
     manuals,  instruction  books,  price  lists,  experiment  logs  or  papers,
     information  and records  and other  information  and aids  relating to the
     Company's business, and any and all other documents containing Confidential
     Information  furnished to the Employee by the Company or otherwise acquired
     or developed by the Employee during the term hereof,  shall at all times be
     the property of the Company.  Upon the  Employment  Termination  Date,  the
     Employee  shall return to the Company any such property or documents  which
     are  in  his  possession,   custody  or  control,  but  his  obligation  of
     confidentiality  shall survive the  Employment  Termination  Date until and
     unless any such  Confidential  Information  shall have  become,  through no
     fault of the Employee, generally known to the trade. The obligations of the
     Employee under this subsection are in addition to, and not in limitation or
     preemption of, all other obligations of confidentiality  which the Employee
     may have to the Company under general legal or equitable principles.

          d) Intellectual  Property.  The Employee  acknowledges and agrees that
     all  Intellectual  Property  developed  during the Employment Term (whether
     with or without any  participation or involvement by Employee) is and shall
     remain the property of the Company, and the Employee covenants to cooperate
     with and provide  reasonable  assistance to the Company in the assertion of
     its rights in any such Intellectual Property, including without limitation,
     the  assignment  to the company of any rights the  Employee  may have,  and
     cooperation  in securing  for the Company  copyright,  patent or  trademark
     protection or similar rights, in the Intellectual Property.

          e) Remedies.  It is  expressly  agreed by the Employee and the Company
     that these  provisions  are  reasonable  for purposes of preserving for the
     Company its  business,  goodwill and  proprietary  information.  It is also
     agreed that if any provision is found by a court having  jurisdiction to be
     unreasonable  because of scope,  area or time, then that provision shall be
     amended to correspond in scope, area and time to that considered reasonable
     by a court and as amended  shall be enforced and the  remaining  provisions
     shall remain  effective.  In the event of any breach of these provisions by
     the Employee,  the parties  recognize and acknowledge  that a remedy at law
     will be  inadequate  and the Company  may suffer  irreparable  injury.  The
     Employee  acknowledges  that the  services  to be  rendered by him are of a
     character  giving  them  peculiar  value,  the  loss  of  which  cannot  be
     adequately compensated for in damages.  Accordingly,  the Employee consents
     to injunctive and other appropriate equitable relief without the posting of
     any type of bond or surety upon the institution of proceedings  therefor by
     the Company in order to protect the Company's rights.  Such relief shall be
     in addition to any other relief to which the Company may be entitled at law
     or in equity.

     Section  9.  Successors  and  Assigns.   Except  as  hereinafter  expressly
provided,  the  agreements,  covenants,  terms and  provisions of this Agreement
shall bind the  respective  heirs,  executors,  administrators,  successors  and
assigns of the parties.  This Agreement is personal in nature and neither of the
parties hereto shall,  without the consent of the other, assign or transfer this
Agreement  or any rights or  obligations  hereunder,  except as provided in this
Section 9.  Without  limiting the  foregoing,  the  Employee's  right to receive
payments  hereunder shall not be assignable or transferable,  whether by pledge,
creation of a security interest or otherwise,  and in the event of any attempted
assignment  or transfer in  contravention  of this Section 9, the Company  shall
have no liability to pay to the purported  assignee or transferee  any amount so
attempted to be assigned or transferred.

     Section 10. Notices. All notices and other communications that are required
or may be given under this Agreement  shall be in writing and shall be delivered
personally  or by  certified  mail  addressed  to  the  party  concerned  at the
following addresses:

If to the Company:         Thermacell Technologies, Inc.
                           440 Fentress Blvd.
                           Daytona Beach, FL  32114
                           Attn:  President

With a copy to:            Couture & Company
                           901 Chestnut Street, Suite 901
                           Clearwater, FL 33756
                           Attn: Gerry Couture

If to Employee:            James Hagarman
                           10 Pheasant Road
                           Audobon, PA 19407

All notices shall be effective upon receipt.

         Section  11.  Waiver:  Remedies  Cumulative.  No waiver of any right or
option  hereunder  by any party shall  operate as a waiver of any other right or
option, or the same right or option as respects any subsequent  occasion for its
exercise,  or of any legal remedy.  No waiver by any party of any breach of this
Agreement  or of any  agreement  or covenant  contained  herein shall be held to
constitute  a waiver of any other breach or a  continuation  of the same breach.
All remedies  provided by this  Agreement are in addition to all other  remedies
provided under this Agreement or applicable law.

         Section 12.  Governing  Law:  Severability.  A  substantial  portion of
negotiations,  anticipated  performance and execution of this Agreement occurred
or  shall  occur  in  Sarasota,  Florida,  and the  various  terms,  provisions,
covenants  and  agreements,  and the  performance  thereof,  shall be construed,
interpreted and enforced under and with reference to the substantive laws of the
State of Florida.  It is the intention of the Company and the Employee to comply
fully  with all  laws and  matters  of  public  policy  relating  to  employment
agreements and  restrictive  covenants,  and this  Agreement  shall be construed
consistently with such laws and public policy to the extent possible.  If and to
the extent any one or more covenants,  agreements,  terms and provisions of this
Agreement  or  any  portion  or  portions  thereof  shall  be  held  invalid  or
unenforceable  by a  court  of  competent  jurisdiction,  then  such  covenants,
agreements, terms and provisions (or portions thereof) shall be deemed separable
from the remaining covenants, agreements, terms and provisions of this Agreement
and such holding shall in no way affect the validity or enforceability of any of
the other covenants, agreements, terms and provisions hereof.

<PAGE>

         Section  13.  Miscellaneous.  This  Agreement  constitutes  the  entire
understanding  of the parties  hereto with respect to the subject matter hereof.
This  Agreement  may not be  modified,  changed or  amended  except in a writing
signed  by  each  of  the  parties  hereto.  This  Agreement  may be  signed  in
counterparts,  both of which shall be deemed an original hereof. The captions of
the several  sections and  subsections  of this  Agreement are not a part of the
context hereof,  are inserted only for convenience in locating such  subsections
and shall be ignored in construing this Agreement.

         Section 14.  Jurisdiction  and Venue.  The parties  acknowledge  that a
substantial  portion of negotiations,  anticipated  performance and execution of
this Agreement occurred or shall occur in Sarasota, Florida and that, therefore,
without limiting the jurisdiction or venue of any other federal or state courts,
each of the parties  irrevocably and  unconditionally  (a) agrees that any suit,
action or legal  proceeding  must be  brought in the state  courts in  Sarasota,
Florida;  (b) consents to the jurisdiction of such court in any suit,  action or
proceeding; (c) waives any objection which it may have to the laying of venue of
any such suit,  action or proceeding in any of such courts;  and (d) agrees that
service of any court paper may be effected on such party by mail, as provided in
this Agreement, or in such other manner as may be provided under applicable laws
or court rules in the State of Florida.

         IN WITNESS  WHEREOF,  the  Company  and  Employee  have  executed  this
Agreement as of the Effective Date.

                                    EMPLOYEE:

                                    James Hagarman





                                    COMPANY:

                                    Thermacell Technologies, Inc.


                                    By:
                                    ------------------------------------
                                        Name: Gerald Couture
                                        Title:  Vice President