CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (the "Agreement") is made on March__, 2000 by
and among Thermacell Technologies,  Inc., a Florida corporation (the "Company"),
and John Pidorenko (the "Consultant").

         WHEREAS, Company requires the Consultant's consulting services as
described herein; and

         WHEREAS,  the  Company  desires  to  engage  the  Consultant,  and  the
Consultant desires to be engaged,  to provide consulting  services in accordance
with and subject to the terms and conditions of this Agreement.

         NOW   THEREFORE,    in    consideration   of   the   mutual   promises,
representations,  warranties and covenants  contained herein, and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged,  the parties  hereto,  each intending to be legally bound,  hereby
agree as follows:

                         ARTICLE 1.: CONSULTING SERVICES

     1.1.  Duties and  Responsibilities;  Additional  Consulting  Services.  The
Company   hereby  retains  the   Consultant  to  provide   consulting   services
(collectively, the "Services") to or on behalf of the Company as contemplated in
this Agreement. The scope of such consulting Services shall be as determined and
directed by the Company's  Board of Directors  (the "Board of  Directors").  The
Consultant shall render Services of not less than eighty (80) hours per quarter.
Such   Services  will  consist  of   management   and  marketing   advisory  and
administrative  services requested by the Company,  utilizing the background and
experience of the Consultant, particularly as it relates to his prior employment
with the Company.

     1.2. Term.  The term (the "Term") of this  Agreement  shall commence on the
date hereof and shall continue for a period of five (5) years.

                            ARTICLE 2.: COMPENSATION

     2.1.  Consulting Fee. As compensation  for the Services,  the Company shall
pay the Consultant the following:

                  (a)      A quarterly  consulting fee (the "Quarterly  Fee") of
                           $30,000, which shall be paid in cash on or before the
                           fifth  (5th)  business  day  of  each  quarter-annual
                           period (a  consecutive  three month period  beginning
                           March  1,  June  1,   September   1  or  December  1,
                           respectively), during the first year of the term, and
                           paid  in  cash  or  registered  Common  Stock  of the
                           Company in each year thereafter; and

                  (b)      375,000 shares of the Company's  $.0001 par value per
                           share  common stock (the  "Common  Stock"),  with the
                           registration rights set forth in Section 5.1 hereof.


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     2.2. Anti-Dilution Protection; Adjustment.

                    (a)  If  the  Company   effects  a  corporate   transaction,
                         including,  without limitation, a merger,  acquisition,
                         private  placement  or  public  offering,  which  would
                         dilute  the   percentage   of  Common  Stock  to  which
                         Consultant  is  entitled  pursuant  to this  Agreement,
                         additional  shares of Common  Stock  shall be issued to
                         the  Consultant as required to maintain his  percentage
                         ownership of Common Stock which  existed  prior to such
                         corporate transaction.

                    (b)  The amount and exercise price of securities purchasable
                         upon the  exercise of the  Options  shall be subject to
                         adjustment in the event that the Company engages in any
                         subdivision,  reverse  split  or  forward  split of its
                         Common Stock so that the  Consultant  shall be entitled
                         to  receive  the kind and  number  of  Shares of Common
                         Stock which it would have been  entitled to receive had
                         those transactions not taken place.

     2.3 Release of Other  Agreements.  In  consideration  for the execution and
delivery of this  Agreement  by the Company to the  Consultant,  the  Consultant
hereby  releases the Company and its officers,  directors and employees from any
claims,  demands or obligations  under all prior agreements  between the Company
and the  Consultant,  including  without  limitation,  that  certain  Employment
Agreement dated as of April 4, 1996 between the Company and John Pidorenko.

                     ARTICLE 3.: EXPENSES & INDEMNIFICATION

     3.1.  Expenses.   The  Company  shall  reimburse  the  Consultant  for  all
reasonable travel and client-related  expenses incurred by the Consultant in the
course of the discharge of its duties hereunder.  All requests for reimbursement
of expenses by the  Consultant  must be  supported by  appropriate  receipts and
documentation as the Board of Directors may reasonably require.  Notwithstanding
any other provision of this Agreement,  the Consultant  agrees and  acknowledges
that any  expenses  which exceed an aggregate of $1,000 in any one month must be
approved in advance by the Board of Directors  to be eligible for  reimbursement
hereunder.

     3.2. Indemnification.  The Company agrees to indemnify and hold Consultant,
its affiliates,  control persons, officers,  employees and agents (collectively,
the  "Indemnified  Persons")  harmless  from and  against  all  losses,  claims,
damages,  liabilities,  costs or expenses (including  reasonable  attorneys' and
accountants'  fees) joint and several  arising  out of the  performance  of this
Agreement,  whether or not Consultant is a party to such dispute. This indemnity
shall not apply,  however,  where a court of competent  jurisdiction  has made a
final  determination  that Consultant  engaged in gross recklessness and willful
misconduct in the  performance of its services  hereunder which give rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any final  determination,  the  indemnification  and  reimbursement
provision  of  this  Agreement   shall  apply  the  Company  shall  perform  its
obligations hereunder to reimburse Consultant for its expenses).

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                    ARTICLE 4.: TERMINATION & CONFIDENTIALITY

     4.1.  Right to  Terminate.  The  Company  may  immediately  terminate  this
Agreement if the Consultant is convicted of fraud.  The Consultant may terminate
this Agreement upon sixty (60) days written notice to the Company.  In the event
of any such  termination,  such  Consultant  shall be  entitled  to receive  any
Quarterly Fees earned but unpaid through the date of such notice,  together with
any outstanding business expenses  reimbursable  pursuant to Section 3.1 hereof.
Termination of this Agreement shall not effect  Consultant's rights with respect
to the Shares, including without limitation, the registration rights provided in
Section 5.1 hereof, which expressly survive termination of this Agreement.

     4.2. Return of the Company's Property.  If this Agreement is terminated for
any reason,  the Consultant shall promptly return to the Company,  postage paid,
any and all equipment,  documents  (including all copies  thereof) and any other
material  of any type or nature  whatsoever  supplied to the  Consultant  by the
Company.  Title to any equipment or material  furnished to the Consultant  shall
remain in the  Company  and the  Consultant  shall  have no  ownership  interest
whatsoever in any of this equipment or material. The Company shall pay all costs
and expenses associated with any such return.

     4.3 Confidentiality. Consultant will not disclose to any other person, firm
or corporation,  nor use for his own benefits,  during or after the term of this
Agreement,  any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company and advantage over its competitors. Trade secrets can include,
by way of example,  products or services under  development,  production methods
and  processes,   sources  of  supply,   customer  lists,  marketing  plans  and
information concerning the filing or pendency of patent applications).

     4.4 Inventions and Pending Patent Applications.  Consultant agrees that all
inventions,  designs,  improvements,  writings  and  discoveries  (collectively,
"Inventions")  made during the Term and pertaining to the business  conducted by
the Company shall be the exclusive  property of the Company.  Consultant  hereby
transfers and assigns to the Company all right, title and interest in and to the
Inventions, including any and all domestic and foreign patent rights therein and
any renewals  thereof.  Consultant shall assist the Company in obtaining patents
and copyrights on all Inventions  deemed suitable for patent or copyright by the
Company and shall execute all  documents  and do all things  necessary to obtain
letters patent or copyrights,  as the case may be, to vest the Company with full
and exclusive title thereto,  and to protect the same against  infringements  by
others.

                         ARTICLE 5.: REGISTRATION RIGHTS

     5.1 Piggyback Registration Rights.


          (a)  Notice  Requirement.  If at  any  time  during  the  period  (the
               "Registration  Rights Period") beginning on the first anniversary
               of the date of this Agreement and ending on the fifth anniversary
               of this Agreement the Company  proposes to register any shares of
               Common Stock under the Securities Act of 1933 (as amended) or any

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               applicable state securities laws (collectively referred to as the
               "Securities Laws") in connection with an offering (an "Offering")
               of the Common Stock,  the Company shall deliver to the Consultant
               notice  of  its   intention   to   register   such   shares  (the
               "Registration  Notice")  at least  thirty  (30) days prior to any
               filing of a registration statement.

          (b)  Registration  Obligation.  If  the  Consultant  delivers  written
               notice  of  his  intent  to  exercise  his  registration   rights
               hereunder to the Company no later than thirty (30) days after the
               Consultant  receives the Registration  Notice, the Company shall,
               subject to the terms and conditions of this Section 5.1, register
               under the  Securities  Laws the number of shares that  Consultant
               requests  by   inclusion   of  such  shares  in  the   applicable
               registration  statement.  The Consultant's  notice to the Company
               shall  include the number of shares it intends to register  along
               with any other  information  that the  Company may request in the
               Registration Notice.

          (c)  Registration Expenses. The Company shall pay all expenses related
               to each registration of Shares hereunder.

                            ARTICLE 6.: MISCELLANEOUS

     6.1. Notices. All notices and all other communications provided for in this
Agreement  shall be in writing and shall be given by hand delivery or nationally
recognized overnight delivery service, addressed as follows:

         If to the Consultant:

         John Pidorenko
         8457 Eagle Preserve Way
         Sarasota, Florida 34241


         If to the Company:

         Thermacell Technologies, Inc.
         440 Fentress Blvd.
         Daytona Beach, Florida 32114
         Attention:  President

or to such other  address or addresses  as either party may  designate by notice
pursuant to this Section 5.1. Any such notice shall be effective upon delivery.

     6.2. No  Violations  of Law;  Exclusivity.  It is the intent of the parties
hereto that the  performance of each party's  obligations  hereunder not violate
any applicable law or regulation,  including, without limitation, the Securities
Exchange Act of 1934, as amended, the regulations promulgated thereunder, as the
laws of any state.

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     6.3. Power and Authority. Each party hereto hereby covenants and represents
to the other  party  that the first  party has the full power and  authority  to
enter  into this  Agreement,  and that  entering  into this  Agreement  will not
violate any law, statute, ordinance or contractual provision in any way.

     6.4.  Authority.  The  parties  hereto  acknowledge  and  agree  that  this
Agreement  does not create a fiduciary  relationship  between the Consultant and
the Company, that the Consultant shall be an independent contractor with respect
to the Company,  and that nothing in this Agreement is intended to constitute or
appoint the Consultant as an agent, legal representative,  partner,  employee or
servant of the Company for any purpose  whatsoever.  The  Consultant  agrees and
acknowledges  that the Company shall not in any event assume liability for or be
deemed liable  hereunder as a result of any contract,  agreement  understanding,
debt or  obligation  entered  into by the  Consultant  on behalf of the  Company
without  the  Company's  express  prior  written  consent.   As  an  independent
contractor, the Consultant shall have no right or authority, either expressed or
implied,  to  assume  or create on  behalf  of the  Company  any  obligation  or
responsibility  of whatever  kind or nature.  The  authority  of the  Consultant
hereunder is strictly  limited to the  performance  of the Services as described
herein.

     6.5. Waiver, Governing Law, Arbitration. No waiver by any party hereto
at any time of any breach by any party  hereto of any  condition or provision of
this  Agreement  shall be  deemed  a waiver  of any  subsequent  breach  of this
Agreement.  The validity,  interpretation,  construction and performance of this
Agreement shall be governed by the laws of the State of Florida.  Any dispute or
controversy  which arises hereunder or in connection with the matters  contained
in this  Agreement  shall  be  conclusively  determined  by  final  and  binding
arbitration  in  Broward  County,  Florida  in  accordance  with the  Commercial
Arbitration Rules of the American  Arbitration  Association then in force unless
the parties  mutually agree  otherwise in writing.  The  arbitration  shall take
place in  Broward  County,  Florida.  The  determination  of the  arbitrator  or
arbitrators  shall be final and binding upon the parties,  and judgment upon the
award may be entered in any court having jurisdiction thereof. The arbitrator or
arbitrators  shall prepare a written  report stating its or their decision and a
reasonably  detailed  analysis of the factors that led to such  decision  within
thirty (30) days after the appointment of the final arbitrator to be appointed.

     6.6. Validity, Integration, Oral Termination,  Modification. The invalidity
or  unenforceability  of any  provision of this  Agreement  shall not affect the
validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect. This Agreement contains the final, complete and
exclusive  expression  of the  understandings  among the parties  regarding  the
matters  discussed herein and supersedes any prior agreement or  representation,
oral or written,  by any party.  This Agreement  cannot be changed or terminated
orally.  Any amendment or  modification of this Agreement or any provision of it
will be valid and effective  only if it is written and signed by or on behalf of
each party to this Agreement.

     6.7. Exhibits and Headings. Each exhibit, schedule and document referred to
in this  Agreement,  attached to it or  delivered  pursuant to it is an integral
part of it and is  incorporated  herein by  reference.  The titles and  headings
preceding the text of the sections of this Agreement  have been inserted  solely
for the convenience of reference and neither constitute a part of this Agreement
nor affect its meaning, interpretation or effect.

     6.8.  Attorneys' Fees. If any suit or other legal proceeding is brought for
the enforcement of any of the provisions of this  Agreement,  the parties hereto
agree that the prevailing party or parties shall be entitled to recover from the


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other party or parties, upon final judgment on the merits, reasonable attorneys'
fees,  including  attorneys'  fees for any  appeal,  and the costs  incurred  in
bringing such suit or proceeding.

     6.9.  Continuing  Obligations.   The  expiration  or  termination  of  this
Agreement  for any  reason  shall not  affect any  provisions  hereof  which are
expressed to remain in full force and effect  notwithstanding  such termination,
including, without limitation,  Sections 2.2, 3.1, 3.2, 4.2, 4.3, 4.4, 5.1, 6.1,
6.2, 6.5 and 6.8.



         IN WITNESS  WHEREOF,  the parties hereto have executed this  Consulting
Agreement as of the date first above written.


                                            THERMACELL TECHNOLOGIES, INC.


                                            By:
                                               --------------------------------
                                                 Name:
                                                 Title:



                                               --------------------------------
                                                John Pidorenko