EMPLOYMENT AGREEMENT


THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into as of this
_____ day of ________________ 2000 by and between THERMACELL TECHNOLOGIES, INC.,
a Florida Corporation (the "Company") and Pete C. Thomas (the "Employee")

WHEREAS,  the Company recognizes that the Employee's  continued  employment with
the Company is vital to the success of ThermaCell Technologies, Inc., and

WHEREAS,  the Company  believes that it is desirable and in its best interest to
secure  the  continued  services  of  Employee  in order to manage  and  operate
ThermaCell Technologies, Inc., and

WHEREAS,  the Company  desires to employ  Employee as  President  of  ThermaCell
Technologies,  Inc.,  and to be assured of Employee's  services on the terms and
conditions set forth in this Agreement,  and Employee  desires to be employed in
accordance with such terms and conditions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto mutually agree as follows.

1.   Employment.  The Company  hereby  agrees to employ  Employee  and  Employee
     hereby  accepts  such  employment  on the  terms and  conditions  set forth
     herein.  The effective date of this  Agreement  shall be March 3, 2000 (the
     "Effective Date").

2.   Term. Unless soon terminated  pursuant to the provisions of this Agreement,
     the term of  employment  under this  Agreement  shall be for a period of at
     least six (6)  months  commencing  on the March 1, 2001 and  ending on when
     resignation of the employee is given (the "Employment Term").

3.   Compensation.  In  consideration of the services to be rendered by Employee
     to the Company, Employee shall receive the following compensation:

     a)   Base Salary.  During the  Employment  Term,  Employee shall receive an
          annual  salary  in  the  amount  of  $60,000.00,  payable  in  monthly
          installments.

     b)   Expenses.  Employee shall be entitled,  on a basis consistent with the
          Company's policy  applicable to its executives,  to reimbursement  for
          all normal and  reasonable  travel,  entertainment  and other expenses
          necessarily   incurred  by  him  in  the  performance  of  his  duties
          hereunder. Employee will be entitled to reimbursement for all expenses
          upon the  presentation  to the company of an itemized  account of such
          expenditures  within a  reasonable  period of time after  expenses are
          incurred.

<PAGE>

     c)   Board of Directors.  Employee shall be elected to the Company's  Board
          of Directors.

          4.   Stock  Options.  Upon  execution of this  Agreement,  the Company
               shall grant Employee stock options,  which shall entitle Employee
               to purchase 50,000 shares (the "Option  Shares") of the Company's
               common  stock,  non-cumulatively,  at an exercise  price equal to
               $1.00.

          5.

          6.   Duties and Responsibilities. During the Employment Term, Employee
               shall be employed as President of ThermaCell Technologies,  Inc.,
               Employee  shall at all times report to the CEO of the Company and
               his activities shall at all times be subject to his direction and
               control.  Employee  agrees to devote his entire time,  energy and
               skill to the service of ThermaCell  Technologies,  Inc.,  and the
               Company in general, and shall perform his duties in a good faith,
               trustworthy  and  businesslike  manner,  in  compliance  with all
               applicable laws and regulations, all for the purpose of advancing
               the  interests  of the  Company.  In the event  that the  Company
               desires to expand Employee's duties and  responsibilities  beyond
               that which is contemplated herein, the Company and Employee shall
               agree upon additional compensation to be paid to Employee.

          7.   Termination  of  Employment.  This Agreement may be terminated by
               the Company only with cause, as defined below,  which termination
               shall be effective  immediately  upon delivery of written notice,
               provided, however, that if such cause is of the type described in
               clause (iv) below and  susceptible  to being  cured,  employee to
               affect which cure of such longer period of thirty (30) days after
               written  notice for such cause,  provided that Employee to affect
               such cure or such longer  period of time may be required for such
               cure,  provided  that  Employee has  commenced  and is diligently
               pursuing  such cure,  a  termination  shall be deemed to be "with
               cause" if the Company  determines  that Employee has committed or
               was involved in:

          (i)  wrongful misappropriation of Company assets;
          (ii) conviction  of any felony  involving  fraud,  dishonesty or moral
               turpitude
          (iii) drug or alcohol abuse; or
          (iv) if  Employee  fails to  perform  substantially  his duties in the
               manner  provided  herein,  or  willfully  refuses to perform  the
               duties  reasonably  assigned  to  him by  the  Company.  Employee
               acknowledges the sensitive nature of the services provided by the
               Company and its  affiliates  and the  importance of the Company's
               reputation in its field of endeavors and Employee agrees that his
               personal  actions which have or are likely to  negatively  impact
               upon the  reputation,  name,  goodwill,  business  or  regulatory
               standing  of the Company or its  affiliates  shall be grounds for
               "with cause" termination pursuant to this Section 6 (iv).

<PAGE>

8.   Effects of Termination.  Upon  termination of this Agreement for any reason
     specified in Section 6 above:

     (a)  Employee's duties shall cease as of the effective date of termination,
          provided, however, that where practicable, Employee will in all events
          of termination be responsible for arranging for the smooth  transition
          of duties to appropriate  independent  contractors and/or employees of
          the Company.  In the event that the Company shall request  Employee to
          provide   transitional   assistance   after  the  effective   date  of
          termination,  Employee  shall  be paid a per  diem  rate,  based up to
          eight-hour workdays, calculated upon his then current salary.

     (b)  The Company's sole  financial  obligation to Employee shall be for any
          accrued and unpaid annual salary upon date of termination. The Company
          shall have no further  liability  to  Employee.  The  Company  has the
          right,  but not the  obligation,  at the Company's sole  discretion to
          provide  Employee with severance pay upon  termination.  Such payments
          shall be made to Employee no later than 30 days following termination.


     (c)  All expenses,  which are properly reimbursable to Employee pursuant to
          Section 3, will be reimbursed following termination.

9.   Non-Disclosure of Confidential Information.  Employee acknowledges that the
     Company's  business depends to a significant  degree upon the possession of
     information that is not generally know to others, and that viability of the
     Company's  business requires this information to remain  proprietary to the
     Company.  Accordingly,  Employee  agrees  that he  shall  not  directly  or
     indirectly, except, with the written consent of the Company or as otherwise
     required in connection  with his activities  with the Company,  disclose or
     use at any time,  whether during or subsequent to the time that Employee is
     employed by the Company, any confidential  information,  knowledge or date,
     including  copies  thereof,  relating  to the  Company's  business of which
     Employee becomes aware of by reason of working with the Company's  business
     of which  Employee  gains  access  during such  period.  Such  information,
     knowledge and dates includes,  but is not limited to, client lists,  client
     account  information,  financial  documents,  computer programs,  listings,
     books, disks, tapes, system documentation,  manuals,  operational processes
     or methods,  information and intangible  rights, any of which are developed
     by  Employee  or the  Company or to which  Employee  has access  during the
     period he works with the Company. All records,  files, drawings,  documents
     (including  machine-readable  documents),  equipment  and  other  materials
     relating in any way to any confidential information of the Company shall be
     and remain the  Company's  sole  property  during and after the period that
     Employee  works for the Company.  Upon leaving the Company,  Employee shall
     promptly  return to a  representative  of the Company all materials and all
     copies of materials involving confidential  information,  knowledge or data
     in Employee's possession or control

<PAGE>

10.  Equitable  Relief.  The parties  agree that  damage to the  business of the
     Company by virtue of the  violation or  threatened  violation of Employee's
     obligations   hereunder  is   impossible   to  ascertain  and  would  cause
     irreparable injury to the Company and its business, for which damages would
     be, inadequate compensation.  Accordingly, Employee acknowledges,  consents
     and agrees that in the event of any such violation or threatened  permanent
     injunction  relief  and other  equitable  relief and the  Company  shall be
     entitled to any such relief without the necessity of proving actual damages
     and the Company shall further be entitled to an equitable accounting of all
     earnings,  profits or other  benefits  arising  from any such  violation or
     threatened  violation,  which rights shall be cumulative and in addition to
     any other rightly or remedies available to the Company.

11.  Notice.  All notices required to be given under the terms of this Agreement
     shall be in writing, shall be effective upon receipt:

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

         If to the Employee:        Pete C. Thomas
                                    P.O. Box 638
                                    Thomasville, GA 31792

         Or such address as either party shall have designated for notices to be
         given to him or it in accordance with this Section.

12.  Miscellaneous Provisions.

     (a)  Governing Law. This  Agreement  shall be considered for all purposes a
          Florida  document and shall be  construed  pursuant to the laws of the
          State of Florida,  and all of its  provisional  shall be  administered
          according to, and its validity shall be determined  under, the laws of
          the State of Florida.  The Company agrees that any legal suit,  action
          or proceeding  arising out of or relating to this  Agreement  shall be
          instituted  exclusively in the appropriate state court in the state of
          Florida, Volusia County and waives any objection which the Company may
          have now or  hereafter to the  jurisdiction  of the sate courts of the
          sate of Florida in Volusia County.

     (b)  Gender and Number.  Whenever appropriate,  reference in this Agreement
          in any  gender  shall be  construed  to  include  all  other  genders,
          references  in the singular  shall be construed to include the plural,
          and  references  in the  plural  shall be  construed  to  include  the
          singular, unless the context clearly indicates to the contrary.

<PAGE>

     (c)  Captions. Paragraph titles or captions contained in this Agreement are
          inserted only as a matter of convenience  and/or  reference,  and they
          shall in no way be  construed  as  limiting,  extending,  defining  or
          describing  either  the scope or intent  of this  Agreement  or of any
          provision hereof.

     (d)  Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts,  any such counterpart  shall, for all purposes be deemed
          an original, including facsimiles, of such counterparts together shall
          constitute but one and the same instrument.

     (e)  Severability.  The  invalidity  of  unenforceability  of any provision
          hereunder  (or any portion of such a  provision)  shall not affect the
          validity or enforceability  of the remaining  provisions (or remaining
          portions of such provisions) of this Agreement.

     (f)  Entire  Agreement.  This Agreement  constitutes  the entire  Agreement
          among  the  parties  pertaining  to the  subject  matter  hereof,  and
          supersedes  and  revokes  any and all  prior or  existing  agreements,
          written or oral, relating to the subject matter hereof.

     (g)  Waiver.  Either the  Company or  Employee  may,  at any time or times,
          waive (in whole or in part) any rights or privileges to which he or it
          may be  entitled  hereunder.  However,  no  waiver by any party of any
          condition or of the breach of any term,  covenant,  representation  or
          warranty  contained in this  Agreement,  in any one or more instances,
          shall be deemed to be or construed as a further or  continuing  waiver
          of any such  condition or breach in other  instances or as a waiver of
          any other  condition or of any breach or any other  terms,  covenants,
          representations  or  warranties  contained in this  Agreement,  and no
          waiver  shall be  effective  unless it is in writing and signed by the
          waiving party.

     (h)  Attorney's  Fees.  If either  party  shall be  required  to retain the
          services of an attorney to enforce any of his or its rights hereunder,
          the prevailing party shall be entitled to receive from the other party
          all costs and expenses  including (but not limited to) court costs and
          attorney's fees (whether in a court of original jurisdiction or one or
          more courts of appellate  jurisdiction)  incurred by him/her or its in
          connection therewith.

     (i)  Assignment.  The rights and  obligations  of the  parities  under this
          Agreement  shall  inure to the  benefit of and shall be  binding  upon
          their    successors,    permitted    assigns    and/or   other   legal
          representatives.  This Agreement  shall not be assignable by Employee.
          The services of Employee are personal and Employee's  obligations  may
          not be delegated by him.

     (j)  Amendment.  This Agreement may not be amended,  modified,  superseded,
          canceled  or   terminated,   and  any  of  the   matters,   covenants,
          representations,  warranties or  conditions  hereof may not be waived,
          except by a written  instrument  executed by the Company and  Employee
          or, in the case of a  waiver,  by the  party to be  charged  with such
          waiver.

     (k)  Survival.  Notwithstanding the termination or expiration of Employment
          Term,  the  obligations  of  Employee  under  Section  8 and 9 of this
          Agreement  shall  survive  and  remain in full force  effect,  and the
          Company  shall  be  entitled  to  equitable  relief  against  Employee
          pursuant to the provision of Section 10 hereof.

<PAGE>

     (l)  Free Will.  Employee  affirms that he has and understands the terms of
          this  Agreement,  that Employee has been afforded the  opportunity  to
          seek counsel  regarding the terms and conditions of this Agreement and
          the  Employee  has  signed  this  Agreement  of his own free  will and
          accord.

IN WITNESS  WHEREOF,  the Company and Employee have caused this  Agreement to be
executed on the day and year first above written.

                                            THERMACELL TECHNOLOGIES, INC.


                                            By:________________________________
                                                 Name:  Gerald Couture
                                                 Title:   Vice President


                                            EMPLOYEE


                                            -----------------------------------
                                                Name: Pete C. Thomas