STOCK PURCHASE AGREEMENT








                                 BY AND BETWEEN






                                PAMG, LLC (BUYER)





                                       and





                     THERMACELL TECHNOLOGIES, INC. (SELLER)







                               DATED MAY 30, 2000



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                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT (the "Agreement") is entered into on May
30, 2000 (the  "Effective  Date") by and between  PAMG,  LLC, a Florida  Limited
Liability  Company (the "Buyer") and  Thermacell  Technologies,  Inc., a Florida
corporation (the "Seller").

         WHEREAS,  Seller  desires to issue to Buyer and,  Buyer has agreed upon
the terms and  conditions  hereinafter  set forth to  acquire  from  Seller,  an
aggregate of five million (5,000,000) shares of the authorized and issued common
stock (the "Shares") of Seller, at the per share price of twenty cents ($0.20);

         NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereby agree as follows:

     1. Sale and Purchase of the Shares.

     1.1.  Purchase  Price and Payment.  The  aggregate  purchase  price for the
Shares shall be $1,000,000 (the "Purchase  Price").  The Purchase Price shall be
paid to Seller by Buyer as follows:


     (a) Initial  Closing.  Within two weeks following the Effective Date, Buyer
will pay $500,000 to purchase up to 2,500,000 of the  then-authorized and issued
voting common stock of the Seller (the "Initial Shares"). The Buyer's obligation
to purchase the Initial Shares is subject only to the following conditions:

          (i)  Mutual  execution and delivery of this Stock  Purchase  Agreement
               (including all schedules and exhibits) by Buyer and Seller;

          (ii) Delivery of a resolution  of the Board of Directors of the Seller
               authorizing  the  Seller's  execution  and delivery of this Stock
               Purchase Agreement (including all schedules and exhibits) and

          (ii) Delivery of certificate(s)  evidencing the Shares being purchased
               registered in Buyer's (or its designated  nominee's)  name in the
               denominations requested by Buyer.

     (b)  Second  Closing.  Provided  that all of the  conditions  set  forth in
Section 6 hereof have been  performed  or waived,  Buyer will pay the balance of
the Purchase  Price in exchange  for the balance of the Shares not  purchased as
set forth in subparagraph  (a) above (the "Remaining  Shares"),  at a closing to
occur no later than the  seventy-fifth  day  following  the  Effective  Date, as
provided in Section 2.1 hereof.

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<PAGE>


     (c)  Buyer's  Right  to Put the  Initial  Shares.  In the  event  that  the
conditions set forth in Section 6 hereof are not satisfied by the  seventy-fifth
day following the Effective Date, the Buyer will have the right to sell, and the
Seller will have the  obligation to purchase,  all or any portion of the Initial
Shares  tendered  to Seller by Buyer,  at a price per share equal to the average
closing  price for the ten-day  period  immediately  preceding  the date of such
tender.

     2. Closing.

     2.1.  Time and Place.  The closings  described in Section 1 above (each,  a
"Closing")  shall take place at the offices of Gregg  Breitbart,  Esq.,  6245 N.
Federal Highway, 3rd Floor, Ft. Lauderdale, FL 33308, at 10:00 a.m., local time,
on Friday  June 9, 2000 or at such other time,  date  and/or  place as Buyer and
Seller may mutually agree in writing.  The date upon which a Closing shall occur
is herein called the "Closing Date".


     2.2. Closing Deliveries.

          (a) Seller Deliveries. At the Closing, Seller will deliver or cause to
     be delivered to Buyer and/or Buyer's attorney the following:

               (i) the certificate,  consents and other documents required to be
          delivered by Seller pursuant to Section 6 hereof;

               (ii)  certificate(s)  evidencing the Shares registered in Buyer's
          (or its designated  nominee's) name in the denominations  requested by
          Buyer.

          (b) Buyer Deliveries.  At the Closing,  Buyer will deliver or cause to
     be delivered to Seller the following:

               (i) the Purchase Price; and

               (ii) the certificate and other documents required to be delivered
          by Buyer pursuant to Section 7 hereof.

     3.  Representations and Warranties of Seller.  Seller hereby represents and
warrants to Buyer as follows:

     3.1.  Due  Organization  and  Qualification.  Seller  and each of  Seller's
subsidiaries  are  corporations  duly  organized,  validly  existing and in good
standing under the laws of the states of their respective incorporations. Seller
and each of its  subsidiaries  have all  requisite  power and  authority to own,
lease and operate their  respective  assets and properties and to carry on their
respective  businesses  as presently  conducted  and as presently  contemplated.
Seller and each of its subsidiaries are duly qualified to transact  business and
in good standing in each  jurisdiction  in which the nature of their  respective
businesses or the locations of their respective  property (as defined in Section
12.2  hereof)  requires  such  qualification,  except where the failure to do so
would not have a material  adverse  effect on Seller's  (or such  subsidiaries')
business, operations, assets or condition (financial or otherwise).

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<PAGE>


     3.2. Capitalization;  Subsidiaries.  The authorized capital stock of Seller
consists  solely of 25,000,000  shares,  20,000,000  of which are  designated as
Common Stock and 5,000,000 of which are designated as preferred stock. There are
as of the date hereof,  and will be as of the Closing Date,  2,758,414 shares of
Common  Stock  issued and  outstanding,  and  3,180,855  shares of Common  Stock
reserved with respect to options, warrants or other instruments convertible into
the Common Stock of the Seller. As of the date hereof, there is not and will not
be, as the case may be, any other shares of capital stock of Seller  outstanding
or granted.  All of the issued and outstanding shares of capital stock of Seller
have  been  duly   authorized,   and  are   validly   issued,   fully  paid  and
non-assessable.  Except as set forth on Schedule 3.2, Seller has no subsidiaries
or any other equity or beneficial interest or investment in any other person (as
defined in Section 12.2 hereof).

     3.3.  Options;  Shareholder  Rights.  Except as set forth on  Schedule  3.3
hereto and other than as provided by this  Agreement,  there are no  outstanding
obligations, options, warrants, convertible securities,  subscriptions, or other
commitments  or rights  (matured  or  contingent)  of any  nature to  acquire or
subscribe for any securities or other equity interest of or in Seller.  Schedule
3.3 also sets forth the exercise price and expiration  dates of all  outstanding
options  and  warrants  to acquire  securities  of  Seller.  There are no bonds,
debentures,  notes or other  indebtedness of Seller having the right to vote (or
convertible into, or exchangeable  for,  securities having the right to vote) on
any matter on which any stockholder of the Seller may vote.  Except as set forth
on  Schedule  3.3 and other than as  provided  by this  Agreement,  there are no
preemptive rights, rights of first refusal,  voting rights, change of control or
similar rights, anti-dilution protections or other rights which any stockholder,
officer,  employee or director of Seller would be entitled to exercise or invoke
as a result  of the  purchase  by the  Buyer of the  Shares  or any of the other
transactions contemplated hereby.

     3.4.  Constituent  Documents.  True and  complete  copies  of the  Seller's
Certificate of Incorporation and By-laws,  and all amendments thereto up through
the   date   hereof   (collectively,    the   "Constituent   Documents"),   have
been delivered to Buyer.

     3.5.  Financial   Statements.   The  audited  balance  sheets  and  related
statements  of income  and cash  flows of Seller as of and for the  fiscal  year
ended on  September  30, 1999 (the  "Financial  Statements")  true and  complete
copies of all of which have been  delivered to Buyer and are attached  hereto as
Schedule 3.5,  present fairly the financial  condition of Seller as at the dates
indicated and the results of its operations for the periods covered thereby. The
Financial  Statements  have been prepared in accordance with GAAP (as defined in
Section 12.2 hereof)  consistently  applied  subject to, only in the case of the
Interim Financial Statements,  ordinary year-end adjustments,  none of which are
material,  individually or in the aggregate. The books and records of Seller are
in  all  material  respects  complete  and  correct,  have  been  maintained  in
accordance with good business  practices,  and accurately  reflect the basis for
the financial  condition and results of operations of Seller as set forth in the
Financial Statements.

     3.6. Absence of Changes.  Except as set forth on Schedule 3.6 hereto, since
September 30, 1999, there has not been (i) any significant adverse change in the
financial condition,  results of operations,  assets, liabilities or business of
Seller,  (ii)  any  borrowing  of or  agreement  to  borrow  any  money  or  any
Liabilities (as defined in Section 12.2 hereof)  incurred by Seller,  other than

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<PAGE>

current Liabilities incurred in the ordinary course of business, (iii) any asset
or  property  of Seller  made  subject to a Lien (as  defined  in  Section  12.2
hereof), (iv) any waiver of any valuable right of Seller, or the cancellation of
any debt or claim held by Seller,  (v) any  declaration  or payment of dividends
on, or other distributions with respect to, or any direct or indirect redemption
or repurchase of, any shares of the capital stock of Seller, or any agreement or
commitment therefor,  (vi) other than with respect to the transactions  provided
by this  Agreement,  any issuance of any stocks,  bonds or other  securities  of
Seller or options,  warrants or rights or agreements or  commitments to purchase
or issue such  securities or grant such options,  warrants or rights,  (vii) any
mortgage,  pledge,  sale,  assignment  or transfer of any tangible or intangible
assets of Seller,  except with  respect to tangible  assets and  effected in the
ordinary course of business to persons not related to Seller, (viii) any loan by
Seller to any  officer,  director,  employee or  stockholder  of Seller,  or any
agreement or commitment therefor, (ix) any damage,  destruction or loss (whether
or not  covered by  insurance)  adversely  affecting  the  assets,  property  or
business  of Seller,  (x) any  material  increase,  direct or  indirect,  in the
compensation  paid or payable to any  officer,  director,  employee  or agent of
Seller,  (xi) any purchase or other acquisition of assets or property other than
in the ordinary course of business,  (xii) any change in the accounting  methods
or  practices  followed  by Seller  or  (xiii)  any  commitment  (contingent  or
otherwise) to do any of the foregoing.

     3.7.  Power and  Authority.  Seller has the requisite  corporate  power and
authority  to  execute  and  deliver  this  Agreement  and all other  agreements
contemplated  by this  Agreement  and to perform its  obligations  hereunder and
thereunder.  The execution,  delivery and  performance of this Agreement and all
other agreements contemplated by this Agreement have been duly authorized by all
necessary  corporate action on the part of Seller.  This Agreement has been duly
executed  and  delivered by Seller and is the valid and binding  obligations  of
Seller,  enforceable against Seller in accordance with its terms, except as such
enforceability  may be limited by  bankruptcy,  moratorium,  insolvency or other
similar laws generally affecting the enforcement of creditors' rights,  specific
performance, injunctive or other equitable remedies.

     3.8.  Tax Matters.  Except as set forth on Schedule 3.8 hereto,  Seller has
timely  filed all Tax Returns (as defined in Section 12.2  hereof),  that it has
been  required  to file,  and has timely  paid in full all Taxes (as  defined in
Section 12.2 hereof) which are due and payable by it. Seller has established and
is maintaining  current  accruals that are adequate for the payment of any Taxes
incurred but not yet due and payable with respect to the property and operations
of Seller  through  the date hereof and will  establish  and  maintain  adequate
accruals  for the  payment of any Taxes in respect  of the  period  through  the
Closing Date.  True and complete copies of the Tax Returns of Seller for the tax
year ended September 30, 1999 have previously been delivered to Buyer. Except as
set forth on Schedule 3.8, no waivers or extensions of any applicable statute of
limitations  for the  assessment  or collection of Taxes with respect to any Tax
Returns of Seller are  currently in effect or proposed.  Seller has collected or
withheld  and paid over to the  proper  governmental  or  regulatory  bodies all
amounts  required  to be so  collected  or  withheld  and paid  over  under  all
applicable laws. No action,  suit,  proceeding,  investigation,  audit, claim or
assessment is presently pending or, to Seller's knowledge (as defined in Section
12.2  hereof),  threatened  with  regard to any Taxes that  relate to Seller for
which  Seller is or could  reasonably  be  expected  to be  liable.  There is no
unresolved claim by a taxing authority in any jurisdiction where Seller does not
anticipate to file Tax Returns that it is or could  reasonably be expected to be
subject to taxation by such  jurisdiction.  There are no Liens for Taxes  (other
than for Taxes not yet due and payable) upon the assets or property of Seller.


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<PAGE>


     Seller  has not (i)  elected to be  treated  as a  collapsible  corporation
pursuant to Section 341(f) of the Code (as defined in Section 12.2 hereof); (ii)
elected to be treated as a Subchapter S corporation  pursuant to Section 1362(1)
of the Code; or (iii) made any other  election  pursuant to the Code (other than
elections  that  relate  solely  to  matters  of  accounting,  depreciation,  or
amortization)  that  would  have an  adverse  effect on  Seller,  its  financial
condition,  its  business as presently  conducted  or  presently  proposed to be
conducted or any of its properties or assets.  Seller's net operating losses for
federal  income tax purposes as of September  30, 1999 amount to  $6,124,030.00,
and are not subject to any  limitations  imposed by Section 382 of the Code. The
full amount of such net  operating  losses are  available  to offset the taxable
income of Seller for the current  taxable year,  and, to the extent not so used,
succeeding  years.  The  execution  of the  transactions  contemplated  by  this
Agreement or any other  agreement or  arrangement,  understanding  or commitment
(contingent  or  otherwise)  to which  Seller is a party or by which it is bound
will not have the effect of limiting  Seller's ability to use such net operating
losses in full to offset such taxable income.  Seller has not made any payments,
is not obligated to make any payments and is not a party to any  agreement  that
could  obligate  it to make any  payments  that  would not be  deductible  under
Section 280G of the Code. Seller is not a party to any tax allocation or sharing
agreement. Seller is not and has not been a member of an affiliated group filing
a consolidated federal income tax return and does not have any liability for the
Taxes of any entity (other than Seller) under Treasury  Regulation ` 1.502-6 (or
any similar  provision  of state,  local or foreign  law),  as a  transferee  or
successor, by contract, or otherwise.

     3.9. Compliance with Laws; Permits. Seller is and has been in compliance in
all material respects with all federal, state, local and foreign laws, statutes,
ordinances,  regulations,  orders,  judgments,  injunctions,  awards or  decrees
(collectively,  "Laws") applicable to it or any of its properties or operations,
including, without limitation all Environmental Laws (as defined in Section 12.2
hereof). Seller has not received any notice of violation or alleged violation of
any Law by it.  Seller  has all  licenses,  permits,  orders  and  approvals  of
federal,  state,  local and foreign  governmental or regulatory bodies necessary
for the conduct of its business and operations  (collectively,  the  "Permits").
All  material  Permits  of Seller are set forth on  Schedule  3.9 hereto and are
valid and in full force and effect.  No  violations  have occurred in respect of
any such  Permit  and no  action  or  proceeding  is  pending  or,  to  Seller's
knowledge, threatened to revoke or limit any such Permit.

     3.10. No Breach; Consents. The execution,  delivery and performance of this
Agreement by Seller and the consummation of the transactions contemplated hereby
will not (i) result in any Lien upon any of the  property of Seller  (other than
in favor of Buyer) or (ii)  violate,  conflict  with or otherwise  result in the
breach of any of the terms and conditions of, result in a material  modification
of or accelerate or trigger the rights of any person  under,  or constitute  (or
with notice or lapse of time or both would  constitute)  a default under (a) any
of the Constituent Documents; (b) any instrument, contract or other agreement to
which Seller is a party or by or to which it or any of its  properties  is bound
or  subject;  (c) any Law  applicable  to  Seller  or any of its  properties  or
operations;  or (d) any Permit.  No consent,  approval or  authorization  of, or
declaration  or  filing  with,  any  governmental   authority  or  other  person
("Consent") is required on the part of Seller in connection  with the execution,
delivery  or  performance  of  this  Agreement  or  the   consummation   of  the
transactions contemplated hereby.

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<PAGE>


     3.11.  Litigation;  Claims.  Except as set forth on Schedule  3.11  hereto,
there are no suits or actions, administrative,  arbitration or other proceedings
or governmental  investigations  pending or, to Seller's  knowledge,  threatened
against or  affecting  Seller or any of its  properties  or assets.  To Seller's
knowledge,  no person has made a claim  against  Seller  alleging any  personal,
property or economic injury,  loss or damage incurred as a result of or relating
to the use or consumption of any products sold or  manufactured  by or on behalf
of, or services rendered by Seller. There are no judgments, orders, injunctions,
decrees or awards against Seller which are not satisfied and remain outstanding.

     3.12. Employment Matters.  Seller has not at any time during the last three
(3) years had, nor is there now threatened, any walkout, strike, picketing, work
stoppage, planned work slowdown or any similar occurrence. There are no material
controversies  or  grievances  pending  or, to  Seller's  knowledge,  threatened
between Seller and any of its employees. No union or other collective bargaining
unit has been certified or formally  recognized by Seller.  All key employees of
Seller have, or will have prior to the Closing Date,  executed  confidentiality,
non-compete  and  non-disclosure  agreements  in form and  substance  reasonably
satisfactory to Buyer.  Seller is not aware that any officer or employee intends
to  terminate  his/her  employment  with Seller nor does Seller have any present
intention to terminate the employment of any of its officers or employees.

     3.13.  Material  Agreements.  Schedule  3.13  hereto  sets forth a true and
correct list of all contracts and other  agreements  (as defined in Section 12.2
hereto) to which Seller is a party or by or to which any of Seller's  properties
are bound or subject which (i) requires payments or performance  having a stated
value in excess of $50,000 in any 12-month  period or $75,000 in the  aggregate;
(ii) has not been made in the ordinary  course of business or the performance of
which, by its terms,  extends over a period greater than ninety (90) days and is
not  cancelable by Seller at any time without  penalty;  (iii) is an employment,
consulting,  non-competition or indemnification  agreement; (iv) is a franchise,
distributorship,  licensing,  supply  or  sales  agency  agreement;  (v)  is  an
agreement  providing  for the sale,  acquisition  or lease of any  properties of
Seller  other  than in the  ordinary  course of  business;  (vi) is a  mortgage,
pledge,  security  agreement  or other  similar  agreement  with  respect to any
tangible or intangible  property of Seller;  (vii) is a loan  agreement,  credit
agreement, promissory note, guaranty, letter of credit or any other similar type
of  agreement;  (viii) is a  retainer  agreement  with  attorneys,  accountants,
investment bankers or other professional advisers; (ix) is an agreement with any
governmental  authority;  (x) is an agreement  relating to a patent,  trademark,
copyright  or other item of  Intellectual  Property  (as defined in Section 3.16
hereof) of Seller; (xi) is an agreement referred to in Section 3.23 hereof or is
otherwise material to the operations, business or financial condition of Seller;
or  (xii) is a  commitment  or  agreement  to  enter  into any of the  foregoing
(collectively,  "Material Agreements").  True and correct copies of all Material
Agreements  have been delivered to Buyer and each Material  Agreement is a valid
agreement,  in full force and effect  and Seller is in  compliance  with all the
provisions  of each such  Agreement  and no other party  thereto is, to Seller's
knowledge, in default thereunder.

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     3.14.  Real Estate.  Seller does not own, in fee or otherwise,  or have the
right or obligation  to acquire any real  property or  buildings.  Schedule 3.14
hereto sets forth all leases,  subleases or other  agreements under which Seller
has the right to use or occupy any real  property.  True and  correct  copies of
such leases,  subleases and other  agreements  have been  delivered to Buyer and
each is a valid agreement,  in full force and effect and Seller is in compliance
with all the provisions of each such agreement and no other party thereto is, to
Seller's knowledge, in default thereunder.

     3.15.  Accounts  and Notes  Receivable;  Payables.  All  accounts and notes
receivable  reflected  on the  Financial  Statements  have arisen from bona fide
transactions  in the  ordinary  course  of  business  and  are  good  and  fully
collectible in the ordinary course of business at the aggregate recorded amounts
thereof on the Financial Statements,  net of any applicable reserve for doubtful
accounts  reflected on the Interim Balance Sheet,  which reserve is adequate and
has been calculated in accordance  with GAAP consistent with past practice.  All
accounts  and notes  receivable  of Seller that arose after  September  30, 1999
through the date  hereof and which will arise after the date hereof  through the
Closing  Date are (or will  be) the  result  of bona  fide  transactions  in the
ordinary  course of business and are (or will be) good and fully  collectible in
the ordinary course of business at the aggregate  recorded amounts thereof,  net
of any applicable reserve for doubtful  accounts,  which reserve is (or will be)
adequate and calculated in a manner consistent with past practice.  There are no
recoupments,  set-offs or counterclaims in respect of any such receivables.  All
accounts payable of Seller, as reflected on the Financial  Statements or arising
after the date thereof, are the result of bona fide transactions in the ordinary
course of business  consistent  with past practice and have been paid or are not
yet due and payable.

     3.16.  Intellectual  Property.  Schedule  3.16 hereto sets forth all United
States and foreign patents,  patent  applications,  service marks,  trade names,
assumed  names,   trademarks,   brands,   copyrights,   whether   registered  or
unregistered  or existing  under  statute or common law, and all  registrations,
applications  and licenses to use any of the foregoing,  owned or used by Seller
in the conduct of its business (the  "Intellectual  Property").  Seller has full
right, title and interest in and to all of such Intellectual Property,  free and
clear of any Lien and no third party has any ownership right,  title,  interest,
claim in or Lien on any of the Intellectual Property.  Seller has not granted or
assigned  to any  other  person  or entity  any  right to sell the  products  or
proposed  products  or to provide the  services or proposed  services of Seller.
None of the  Intellectual  Property  nor, to Seller's  knowledge,  any  product,
formula,  formulation,  process,  method,  know-how,  substance,  part or  other
material relating to such  Intellectual  Property or otherwise being used in the
businesses of Seller  infringes upon or violates any rights owned or held by any
other person. There is not pending, nor, to Seller's knowledge,  threatened, any
claim,  suit or action  contesting or challenging  the rights of Seller in or to
any Intellectual  Property or the validity of any of the Intellectual  Property.
To Seller's knowledge,  there is no infringement upon or unauthorized use of any
of the  Intellectual  Property  by any third  party.  There is no  liability  or
obligation  of  Seller  to pay  amounts  for the use of any of the  Intellectual
Property  pursuant  to any  license or  otherwise,  and,  except as set forth on
Schedule3.16,  none of the Intellectual  Property is licensed by or to Seller or
any of its  affiliates or  associates  (each as defined in Section 12.2 hereof).
Seller has not received any notice or other communication indicating that any of

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<PAGE>

the letters  patent,  service marks or trademarks  included in the  Intellectual
Property are invalid. No officer,  director,  stockholder or affiliate of Seller
nor any of their  respective  associates  has any right to or interest in any of
the Intellectual Property,  including, without limitation, any right to payments
(by royalty or otherwise) in respect of any use or transfer thereof. All fees or
other amounts due to any  governmental  authority in respect of the Intellectual
Property,  including  any amounts  payable in respect of filings,  registrations
and/or  renewals  have been,  and will be through  the Closing  Date,  fully and
timely  paid.  All  prior  art  known to  Seller  which  may be or may have been
pertinent to the  examination of any United States patent or patent  application
listed on Schedule 3.16 has been cited to the United States Patent and Trademark
Office.  To Seller's  knowledge,  all  technical  information  developed  by and
belonging to Seller which has not been patented has been kept confidential.

     3.17.  Title.  Seller has good title to all of its  properties  and assets,
including  the  properties  and  assets  reflected  as assets  on the  Financial
Statements and those not so reflected on the 1998 Financial  Statements  because
not required to be reflected  thereon,  but which are used or useful in Seller's
business,  or because  acquired by Seller since September 30, 1999 (except those
disposed of in the ordinary  course of business  consistent  with past  practice
since the  Seller's  inception),  free and clear of any Lien,  except (i) as set
forth on Schedule 3.17 hereto  (certain of which Liens,  as designated  therein,
shall be  discharged  and  released  as of the  Closing  Date  (the  "Discharged
Liens"));  (ii)  Liens  for Taxes not yet due and  payable;  and (iii)  Liens of
materialmen,  mechanics,  carriers, landlords and like persons which are not due
and  payable  or which  are  being  contested  in good  faith  and which are not
material in the aggregate.  Other than solely through ownership of the shares of
Common Stock,  no third party owns or has any rights to any assets,  know-how or
other properties  (tangible or intangible)  presently used or contemplated to be
used in connection with or relating to Seller's business.

     3.18. No Undisclosed Liabilities.  At the time of the Closing, Seller shall
have  no  Liabilities,   including  guarantees  and  indemnities  by  Seller  of
Liabilities  of any other person,  except (i)  Liabilities  as and to the extent
reflected on the Financial  Statements;  and (ii) Liabilities incurred by Seller
since  September  30, 1999 (none of which is a Liability for breach of contract,
breach of warranty, tort, infringement, claim or lawsuit) in the ordinary course
of business  consistent with past practice and in accordance with the provisions
of the  Agreement and are properly  reflected on the books of Seller.  Seller is
not  obligated  under any  contract  or other  agreement  or subject to any Law,
charter  or  other  corporate  restriction  which  does or could  reasonably  be
expected to materially adversely affect Seller's business,  properties,  assets,
prospects or condition (financial or otherwise).

     3.19.  Inventories.  All  items of  inventory  reflected  on the  Financial
Statements and acquired by Seller since September 30, 1999 consist of a quantity
and quality  usable and salable in the ordinary  course of business,  except for
obsolete or  defective  materials,  all of which have been  written  down to net
realizable  value or have  been  adequately  reserved  against  on the books and
records of Seller (and on the Financial Statements, to the extent applicable) in
accordance with GAAP consistently  applied,  and are reflected on such books and
records at the lower of cost or market value,  the cost thereof being determined
on a first-in, first-out basis in accordance with GAAP consistently applied.

                                       9
<PAGE>

     3.20.  Employee  Benefit  Plans.  Schedule 3.20 hereto  contains a true and
complete list of all pension, profit sharing, retirement, deferred compensation,
incentive,  bonus, severance,  disability,  hospitalization,  medical insurance,
life  insurance  and other  employee  benefit  plans,  programs or  arrangements
maintained  by Seller (or any  affiliate  thereof) or under which Seller (or any
affiliate  thereof) has any obligations  (other than obligations to make current
wage or salary  payments) in respect of, or which  otherwise  cover,  any of the
employees  of Seller or their  beneficiaries  (each  individually,  an "Employee
Benefit  Plan" and  collectively,  the  "Employee  Benefit  Plans").  Seller has
delivered to Buyer true and complete  copies of all documents,  as they may have
been  amended to the date hereof,  embodying  the Employee  Benefit  Plans.  All
Employee Benefit Plans have complied in all material respects in form, operation
and administration with their respective  provisions,  any applicable provisions
of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
the Code, and all other  applicable laws and regulations.  All  contributions to
and payments from the Employee Benefit Plans which have been required to be made
in  accordance  with the  provisions of the Employee  Benefit  Plans and,  where
applicable,  ERISA and the Code have been  made or are  adequately  accrued  and
reflected on the books and records of Seller.  There are no unfunded Liabilities
in respect of any such Plan. Neither Seller, nor any of its officers,  employees
or agents has committed any breach of fiduciary  responsibility  with respect to
the Employee  Benefit  Plans to which ERISA is  applicable  which could  subject
Buyer or Seller to any Liability  under ERISA. A maximum  aggregate of 2,788,750
shares of Common Stock are reserved and/or eligible to be issued pursuant to all
stock option, stock appreciation,  stock grant or similar plans of Seller, which
shares may be granted or issued only to employees,  directors or  consultants of
Seller.

     3.21.  Insurance.  Schedule 3.21 hereto sets forth a true and complete list
and general description of all policies or binders of fire,  liability,  product
liability,  workmen's  compensation,  vehicular,  business interruption or other
insurance  held by or on behalf of Seller  (true and  complete  copies of all of
which policies and binders have been delivered to Buyer) specifying the insurer,
the  policy  number or  covering  note  number  with  respect  to  binders,  and
describing any pending claim(s) thereunder. All of such policies and binders are
in full force and effect,  and provide adequate  coverage for the properties and
operations  conducted  by Seller.  Seller is not in default  with respect to any
provision  contained in any such policy or binder and has not failed to give any
notice or present any claim under any such policy or binder in  accordance  with
its terms.  Seller has not received or given a written notice of cancellation or
non-renewal with respect to any such policy or binder.

     3.22.  No   Misrepresentations.   Neither  this  Agreement  (including  the
Schedules  hereto),  nor any certificate or document otherwise supplied by or on
behalf of Seller to Buyer in connection herewith,  contains any untrue statement
of a  material  fact or omits to state a  material  fact  necessary  to make the
statements  contained  herein or therein,  in light of the  circumstances  under
which they were made,  not  misleading.  There is no fact known to Seller  which
materially  adversely affects the business,  properties,  prospects or financial
condition  of Seller which has not been set forth in this  Agreement  (including
the Schedules  hereto) or in the other  documents or  certificates  furnished to
Buyer by or on behalf of Seller.

                                       10
<PAGE>

     3.23.  Transactions  with Related Parties.  Except as set forth on Schedule
3.23  hereto,  no  director,  officer  or  affiliate  of Seller nor any of their
respective  associates:  (i) has  borrowed  money from or loaned money to Seller
which  has not been  repaid;  (ii)  has any  contractual,  tort or other  claim,
express or implied, of any kind whatsoever against Seller; (iii) has or has had,
since Seller's  inception,  an interest in any property,  rights or assets owned
and/or used by Seller in its  business;  or (iv) is party to a contract or other
agreement  with Seller or is engaged in any material  transaction or arrangement
with Seller.

     3.24.  Environmental  Matters.  Seller has:  (i)  complied in all  material
respects with all Environmental Laws; (ii) not received any notice that any real
property now or formerly owned, leased,  managed,  operated or otherwise used by
it is on any Federal,  state or foreign  "superfund" or similar list or has been
the site of any activity  giving rise to any  Liability;  (iii) not received any
notice of any Environmental Claim (as defined in Section 12.2 hereof);  and (iv)
stored, handled, used, released,  discharged and disposed of all substances used
in its  operations  and  wastes  or  by-products  from its  operations,  whether
Hazardous  Materials  (as defined in Section 12.2 hereof) or not, in  compliance
with all  Environmental  Laws.  No Hazardous  Materials or other  substances  or
wastes have been spilled, released,  discharged or disposed of from, on or under
any property  owned,  leased or operated by Seller during its occupancy and use.
Seller has no  Liability  with  respect to the  clean-up or  remediation  of any
treatment,  storage or disposal  site or facility.  Seller has provided to Buyer
true and complete copies of all environmental and Hazardous  Materials  reports,
studies and  assessments in its possession or control with respect to its owned,
leased or operated real properties and/or any land adjacent thereto.

     3.25.  Authorization of Shares.  Authorization of the Shares to be received
by Buyer has been duly authorized by all requisite  corporate  action of Seller,
and when issued,  sold and  delivered in  accordance  with this  Agreement,  the
Shares will be duly and validly issued,  fully paid and  non-assessable  and not
subject  to any  preemptive,  first  refusal  or  other  similar  rights  of any
stockholder of Seller or others.

     3.26.  Offering  Exemption.  The  offering and sale of the Shares is exempt
from registration  under the Securities Act of 1933, as amended (the "Securities
Act").  The  aforesaid  offering,  sale and issuance is also either  exempt from
registration  under  applicable  state securities and "Blue Sky" laws or will be
exempt upon the timely filing of notices with the  appropriate  states,  or have
been registered under applicable state securities laws.

     3.27.  Intermediaries.   In  the  event  that  the  Seller  or  the  Buyer,
respectively,  has engaged any  intermediary  to assist in bringing  the parties
together  for the purpose of  exploring  and/or  consummating  the  transactions
contemplated  by this  Agreement,  the party that engaged any such  intermediary
will be solely  responsible for any compensation due to that  intermediary.  The
Seller and Buyer each agrees to indemnify and hold each other  harmless from and
against  claims  brought or threatened by an  intermediary  engaged by the other
(including   reasonable   attorneys'   fees  and  costs).   To  the  extent  not
inconsistent,  the indemnification  rights in this Section 3.27 shall be applied
in accordance with Section 9 hereof.

                                       11
<PAGE>

     3.28.  Registration  Rights.  Except as set forth on Schedule 3.28 attached
hereto  and as  provided  by this  Agreement,  no person  has any right to cause
Seller to effect,  or to participate in, the  registration  under the Securities
Act of any shares of Common Stock or any other  securities  (including,  without
limitation, debt securities) of Seller.

     3.29. Real Property  Holding  Corporation.  Seller is not now and never has
been a "United States real property holding  corporation," as defined in Section
897(c)(2) of the Code and Treasury Regulation 1.897-2(b) promulgated thereunder,
and Seller has filed with the Internal  Revenue Service all statements,  if any,
with its U.S.  income tax returns that are required under Section  1.897-2(h) of
such regulations.

     3.30.  Investment  Company Act. Seller is not an "investment  company",  as
that term is defined in, and is not otherwise  subject to regulation  under, the
Investment Company Act of 1940.

     3.31.  Security  Interests;  Indebtedness.  Except as set forth on Schedule
3.31 attached  hereto,  none of Seller's  collateral is subject to any Liens. In
addition,  as of the date  hereof  Seller  has no  Indebtedness  (as  defined in
Section 12.2 hereof).

     3.32.  Disclosure  Schedules.  All Schedules to this Agreement are integral
parts to this  Agreement.  Nothing in a  Schedule  shall be deemed  adequate  to
disclose an exception to a  representation  or warranty made herein,  unless the
Schedule  identifies the exception with reasonable  particularity  and describes
the relevant facts in reasonable detail. Seller is responsible for preparing and
arranging the Schedules corresponding to the numbered sections contained herein.

     4.  Representations  and Warranties of Buyer.  Buyer hereby  represents and
warrants to Seller as follows:


     4.1. Due  Organization.  Buyer is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Florida and has the
requisite  company power and authority to own,  lease and operate its assets and
properties and to carry on its business as presently conducted.

     4.2. Power of Buyer. Buyer has the requisite company power and authority to
execute and deliver this  Agreement  and to perform its  obligations  hereunder.
This  Agreement  has been duly  executed and delivered by Buyer and is the valid
and binding  obligations of Buyer,  enforceable against Buyer in accordance with
their  terms,  except  as such  enforceability  may be  limited  by  bankruptcy,
moratorium, insolvency or other similar laws generally affecting the enforcement
of  creditors'  rights,  specific  performance,  injunctive  or other  equitable
remedies.

     4.3. No Breach.  The execution,  delivery and performance of this Agreement
by Buyer and the consummation of the transactions  contemplated  hereby will not
violate, conflict with or otherwise result in the breach of any of the terms and
conditions  of,  result in a material  modification  of or  constitute  (or with
notice or lapse of time or both would constitute) a default under (i) any of the
organizational  documents of Buyer;  (ii) any material  instrument,  contract or
other  agreement  to  which  Buyer is a party or by or to which it or any of its
properties is bound or subject;  or (iii) any Law  applicable to Buyer or any of
its properties or operations.

                                       12
<PAGE>

     4.4. Governmental and Other Consents. No consent, approval or authorization
of, or declaration or filing with, any governmental authority or other person is
required on the part of Buyer in  connection  with the  execution,  delivery and
performance  of this  Agreement by it or the  consummation  of the  transactions
contemplated hereby.

     4.5. Investment Intent. Buyer acknowledges that the Shares are not, and are
not presently contemplated (subject to the registration rights contained herein)
to be,  registered  under the Securities Act, or any state  securities laws. The
Shares are being (or will be) acquired by Buyer for investment purposes only and
not (subject to the  registration  rights  contained  herein) with a view to the
distribution  thereof.  Buyer  has no  present  intention  to sell or  otherwise
dispose of the Shares except in compliance with the provisions of the Securities
Act and  applicable  law. Buyer  understands  that the Shares must be held by it
indefinitely  unless a subsequent  disposition or transfer of any of said Shares
is registered under the Securities Act or is exempt from registration therefrom.
Buyer further understands that the exemption from registration  afforded by Rule
144 (the provision of which are known to Buyer) promulgated under the Securities
Act depends on the  satisfaction  of various  conditions,  and that, if and when
applicable, Rule 144 may afford the basis for sales only in limited amounts.

     4.6. Information.  Buyer (i) has such knowledge and experience in financial
and  business  affairs  that it is  capable of  evaluating  the merits and risks
involved in purchasing  the Shares;  and (ii) is able to bear the economic risks
involving in purchasing the Shares.

     5. Covenants and Agreements.

     5.1. Pre-Closing Covenants and Agreements.  The parties hereto covenant and
agree to perform or take any and all such actions to  effectuate  the  following
from the date hereof until the earlier of the Closing Date or the termination of
this Agreement:

          (a) Ongoing Operations.  Seller shall carry on its business diligently
     and  substantially  in the same manner as heretofore  conducted,  and shall
     not, except with Buyer's prior written  consent:  (i) declare,  make or pay
     any  distributions  or  dividends  on its Common  Stock or any other equity
     securities;   (ii)  make  or  grant  any   increases  in  salary  or  other
     compensation  or bonuses to employees or terminate any employee (other than
     for good cause);  (iii) make any material  adjustment  in wages or hours of
     work; (iv) enter into or amend any agreement or transaction with any person
     or entity who or which is an  associate  or an  affiliate  of  Seller;  (v)
     permit or engage in any of the  actions set forth in Section  3.23  hereof;
     (vi) dissolve, merge, consolidate, or liquidate; (vii) acquire, exchange or
     dispose of any  property or assets,  other than in the  ordinary  course of
     business;  (viii) take any action, or suffer any action to be taken,  which
     could cause any of the  representations  or warranties of Seller  contained
     herein not to be true and correct on and as of the Closing Date; (ix) issue
     or grant any  shares of Common  Stock or other  securities,  whether or not
     such are exercisable  for,  convertible  into or exchangeable for shares of
     Common Stock or such other securities;  (x) except as specifically provided
     by this Agreement,  amend or repeal any of its Constituent Documents;  (xi)
     except as specifically  provided by this Agreement,  incur any Indebtedness
     or permit  any of its  assets or  property  to become  subject to any Lien;
     (xii) make any material capital  expenditure;  (xiii) enter into, terminate
     or amend any Material Agreement;  or (xiv) enter into any agreement to take
     any of the foregoing actions.

                                       13
<PAGE>


          (b)  Investigation by Buyer.  Buyer may,  through its  representatives
     (including,  without limitation, its counsel, accountants and consultants),
     make such  investigations  of the  properties,  offices and  operations  of
     Seller and such review or audit of the financial  condition of Seller as it
     deems   necessary  or  advisable  in  connection   with  the   transactions
     contemplated  hereby,  including,  without  limitation,  any investigations
     enabling it to familiarize itself with such properties, offices, operations
     and financial condition;  provided, that no unreasonable  interference with
     the  normal  business   operations  of  Seller  be  thereby  caused.   Such
     investigations  shall  not,  however,  affect  or  limit  any  of  Seller's
     representations,  warranties and agreements hereunder.  Seller shall permit
     Buyer  and its  authorized  representatives  to  have  full  access  to the
     premises  and to all books and records of Seller,  and Buyer shall have the
     right to make copies thereof and excerpts  therefrom.  Seller shall furnish
     Buyer with such financial,  customer, supplier and operating data and other
     information  with  respect  to  Seller  as  Buyer  may  from  time  to time
     reasonably request.

          (c) Further Assurances. Each of the parties hereto shall, prior to, on
     or after the Closing,  as may be  appropriate,  execute such  documents and
     other  papers and take such  other  further  actions  as may be  reasonably
     required to carry out the provisions hereof and effectuate the transactions
     contemplated  hereby.  Each such party hereto shall use its best efforts to
     fulfill  or  obtain  the  fulfillment  of the  conditions  to the  Closing,
     including obtaining any Consents required in connection herewith.

          (d)  Expenses.  Seller and Buyer  shall,  subject  to the  penultimate
     sentence of Section 11 hereof,  bear their respective  expenses incurred in
     connection with the negotiation,  preparation, execution and performance of
     this  Agreement  and  the  consummation  of the  transactions  contemplated
     hereby,   whether  or  not  the   transactions   contemplated   hereby  are
     consummated,  including,  without  limitation,  all  fees and  expenses  of
     agents, representatives, counsel, brokers or finders, and accountants.

          (e) Additional Disclosure.  Seller shall promptly notify Buyer of, and
     furnish Buyer with, any information it may reasonably  request with respect
     to the  occurrence  of any event or condition or the  existence of any fact
     that would cause any of the conditions to Buyer's  obligation to consummate
     the  transactions  contemplated  by this Agreement not to be fulfilled.  In
     addition,  any contract or other  agreement of Seller  entered into between
     the date  hereof and the Closing  Date that would have been  required to be
     listed on  Schedule  3.13  hereto if entered  into prior to the date hereof
     shall be delivered to Buyer by Seller promptly after being entered into and
     shall  be  deemed  to be a  Material  Agreement  for all  purposes  of this
     Agreement.

                                       14
<PAGE>

     5.2. Post-Closing  Covenants and Agreements.  Buyer and Seller covenant and
agree from and after the Closing Date to perform or take the following actions:

          (a) Price Protection. In the event that Seller shall at any time after
     the  Closing  Date grant or issue to any  person  (other  than,  subject to
     Section 5.2,  pursuant to stock or options to be granted pursuant to a plan
     approved by Seller's  Board of Directors to  employees  or  consultants  of
     Seller to  purchase up to a maximum  aggregate  amount  equal to  3,000,000
     shares of Common  Stock)  shares  of Common  Stock or issue any  securities
     convertible  into or exchangeable  for shares of Common Stock where the per
     share  consideration  paid for such  securities  is less than the per share
     price (appropriately  adjusted for any stock splits,  reverse stock splits,
     stock    dividends,    combinations,    subdivisions   or   other   similar
     recapitalizations  of Seller's  Common  Stock) paid by Buyer for the Shares
     after giving  effect to any issuances  covered by this Section 5.2,  Seller
     shall issue to Buyer (without any additional consideration therefor),  such
     number of  additional  shares of Common  Stock as would result in the price
     paid by Buyer per share of Common Stock (including the additional shares of
     Common  Stock to be issued  under  this  Section  5.2)  being  equal to the
     weighted average of the prices paid for shares of Common Stock by Buyer and
     such other person.

          (b) Registration Rights.


               (i) Demand  Registration.  Buyer may, by written notice to Seller
          (a "Demand  Notice"),  demand that Seller  register for sale under the
          Securities Act all or any portion of the Shares (or securities  issued
          in exchange  therefor) held by Buyer (or its successor in interest) in
          the amount and manner specified in the Demand Notice.  Seller shall be
          obligated to register securities pursuant to this Section 5.2(b)(i) on
          one occasion  only;  provided,  that such  obligation  shall be deemed
          satisfied only when a registration  statement covering all registrable
          securities specified in the Demand Notice shall have become effective.

               (ii) Piggyback Registration.  If, during any time that Buyer owns
          any Shares (or securities issued in exchange  therefor),  Seller shall
          determine  to  register  for its own  account or the account of others
          under the Securities Act any of its equity  securities,  it shall send
          to  Buyer  (or its  successor  in  interest)  written  notice  of such
          determination  and, if within  twenty (20) days after  receipt of such
          notice,  Buyer (or its  successor  in  interest)  shall so  request in
          writing,  Seller shall include in such  registration  statement all of
          the Shares (or  securities  issued in exchange  therefor)  held by, or
          which upon payment of Installment  Payments will be held by, Buyer (or
          its successor in  interest),  and requested to be registered by Buyer.
          Notwithstanding  the  foregoing,  in the event  that any  registration
          shall be in whole or in part an underwritten  offering,  the number of
          registrable  securities to be included in such an underwriting  may be
          reduced  (pro rata among the Buyer and its  assigns and the holders of
          the other registrable  securities  contemplated being included in such
          registrations based on the number of registrable  securities requested
          to be  registered  by each of  them)  if and to the  extent  that  the
          managing  underwriter shall be of the good faith opinion (expressed in
          writing) that such  inclusion  would reduce the number of  registrable
          securities to be offered by Seller or otherwise  adversely affect such
          offering.  Nothing herein shall be construed so as to require  Seller,
          in connection with any proposed offering, to engage the services of an
          underwriter,  as, for  example,  if Seller  shall file a  registration
          statement under Rule 415 of the Securities Act without the services or
          engagement of any underwriter.  This "piggy-back"  registration  right
          shall not apply to an offering of equity securities of Form S-4 or S-8
          (or their then  equivalent  forms) relating to securities to be issued
          solely in connection  with an acquisition of any entity or business or
          securities  issuable  in  connection  with a  stock  option  or  other
          employee benefit plan.

                                       15
<PAGE>

               (iii)  Registration  Procedures.  Whenever  Seller is required by
          this Section 5.2(b) to effect the registration of any securities under
          the Securities Act, Seller will:

                    a.  prepare  and  file  with  the  Securities  and  Exchange
               Commission  (the  "Commission")  a  registration  statement  with
               respect to such  securities as  expeditiously  as possible  after
               delivery  of a Demand  Notice but in no event  later than 90 days
               after receipt of the Demand  Notice,  and use its best efforts to
               cause such  registration  statement to become effective under the
               Securities  Act not  later  than  120  days  from the date of the
               Demand Notice. Such registration statement shall remain effective
               for the  lesser  of 180 days or until all of  Buyer's  securities
               included   in  such   registration   statement   have  been  sold
               ("Requisite Period");

                    b.  promptly  prepare  and  file  with the  Commission  such
               amendments and supplements to such registration statement and the
               prospectus  used in  connection  therewith as may be necessary to
               keep such  registration  statement  effective  for the  Requisite
               Period and comply with the  provisions of the Securities Act with
               respect  to the  disposition  of all  securities  covered by such
               registration statement;

                    c. promptly  furnish to Buyer and to each  underwriter  such
               number of copies of the registration statement and the prospectus
               included therein (including each preliminary prospectus) as Buyer
               reasonably  may  request  in order  to  facilitate  the  intended
               disposition  of  the  securities  covered  by  such  registration
               statement;

                    d. use its best  efforts  (x) to  register  or  qualify  the
               securities  covered  by such  registration  statement  under  the
               securities or "Blue Sky" laws of such  jurisdictions as Buyer or,
               in the case of an  underwritten  public  offering,  the  managing
               underwriter  reasonably shall request, (y) to prepare and file in
               those  jurisdictions  such  amendments  (including post effective
               amendments) and supplements,  and take such other actions, as may
               be necessary to maintain such  registration and  qualification in
               effect at all times for the period of  distribution  contemplated
               thereby and (z) to take such  further  action as may be necessary
               or advisable to enable the disposition of the securities  covered
               by such registration  statement in such jurisdictions;  provided,
               that Seller shall not for any such purpose be required to qualify
               generally to transact  business as a foreign  corporation  in any
               jurisdiction  where  it is  not so  qualified  or to  consent  to
               general service of process in any such jurisdiction;

                    e. use its best  efforts to list the  securities  covered by
               such registration statement with any securities exchange on which
               the Common Stock is then  listed,  or, if the Common Stock is not
               then  listed  on a  national  securities  exchange,  use its best
               efforts to  facilitate  the  reporting of the Common Stock on The
               NASDAQ Stock Market;

                                       16
<PAGE>

                    f.  immediately  notify  Buyer  and,  if  applicable,   each
               underwriter   participating  in  the  offering  covered  by  such
               registration  statement,  at any time when a prospectus  relating
               thereto is required to be delivered  under the Securities Act, of
               the  happening  of any event of which  Seller has  knowledge as a
               result of which the  prospectus  contained  in such  registration
               statement,  as then in effect, includes any untrue statement of a
               material  fact or omits to state a material  fact  required to be
               stated  therein or necessary to make the  statements  therein not
               misleading  in  light  of the  circumstances  then  existing  and
               promptly  amend or  supplement  such  registration  statement  to
               correct any such untrue statement or omission;

                    g.   immediately   notify  Buyer  of  the  issuance  by  the
               Commission of any stop order suspending the  effectiveness of the
               registration  statement or the initiation of any  proceedings for
               that  purpose and use its best effort to prevent the  issuance of
               any stop  order and,  if any stop order is issued,  to obtain the
               lifting thereof at the earliest possible time;

                    h. permit,  at Seller's  expense  subject to the immediately
               succeeding  proviso,  a  single  firm  of  counsel  and a  single
               accounting  firm  designated by Buyer to review the  registration
               statement  and  all  amendments  and  supplements  thereto  for a
               reasonable  period  of time  prior  to  their  filing;  provided,
               however,  that in no event shall  Seller be required to reimburse
               Buyer for  legal and  accounting  fees in excess of  $25,000  per
               registration  statement and Seller shall not file any document in
               a form to which such counsel reasonably objects;

                    i. if the offering is an underwritten offering, enter into a
               written agreement with the managing  underwriter in such form and
               containing  such  provisions  as are usual and  customary  in the
               securities   business  for  such  an  arrangement   between  such
               underwriter   and  companies  of  Seller's  size  and  investment
               stature, including,  without limitation customary indemnification
               and contribution provisions;

                    j.  if the  offering  is an  underwritten  offering,  at the
               request of Buyer, use its best efforts to furnish to Buyer on the
               date that securities are delivered to the underwriter(s) for sale
               pursuant  to such  registration:  (x) a copy of an opinion  dated
               such date of counsel representing Seller for the purposes of such
               registration,   addressed  to  the   underwriter(s),   reasonably
               satisfactory to Buyer and such underwriter(s) and (y) a copy of a
               letter dated such date from the  independent  public  accountants
               retained by Seller,  addressed to the underwriter(s),  reasonably
               satisfactory to Buyer and such underwriter(s);

                    k. make available for inspection by Buyer,  any  underwriter
               participating in any distribution  pursuant to such  registration
               statement,  and any attorney,  accountant or other agent retained
               by  Buyer  or  underwriter,  all  financial  and  other  records,
               pertinent corporate documents and properties of Seller, and cause
               Seller's   officers,   directors  and  employees  to  supply  all
               information  reasonably  requested by Buyer, or such underwriter,
               attorney,   accountant   or  agent  in   connection   with   such
               registration statement;

                    l. provide a transfer  agent and  registrar,  which may be a
               single  entity,  for the  securities not later than the effective
               date of the registration statement;

                                       17
<PAGE>

                    m. take all actions  reasonably  necessary to facilitate the
               timely  preparation and delivery of certificates (not bearing any
               legend  restricting  the  sale or  transfer  of such  securities)
               representing   the   securities   to  be  sold  pursuant  to  the
               registration  statement and to enable such  certificates to be in
               such  denominations  and registered in such names as Buyer or any
               underwriter may reasonably request; and

                    n. take all other reasonable  actions  necessary to expedite
               and facilitate the registration of the securities pursuant to the
               registration statement.

               (iv)  Registration  Expenses.  All expenses incurred by Seller in
          complying with this Section 5.2(b), including, without limitation, all
          registration   and   filing   fees,   printing   expenses,   fees  and
          disbursements of counsel and independent public accountants,  fees and
          expenses   (including   counsel  fees)  incurred  in  connection  with
          complying  with  state  securities  or "Blue  Sky"  laws,  fees of the
          National  Association of Securities  Dealers,  Inc.,  fees of transfer
          agents and registrars and legal and accounting fees and  disbursements
          of up to $25,000 for Buyer shall be borne by Seller.

               (v)  Other  Agreements.   In  connection  with  any  registration
          pursuant to this  Section  5.2(b),  Buyer and Seller  hereby  agree to
          execute such agreements as are usual and customary in a transaction of
          this nature,  including,  without  limitation,  agreements relating to
          hold-back  periods  (for both Buyer and Seller),  indemnification  and
          contribution.

     (c) Pre-emptive  Rights. At any time prior to issuing  additional shares of
Common Stock (or any security convertible into or exchangeable for Common Stock)
(the  "Proposed  Issuance"),  other than up to a maximum of 3,000,000  shares of
Common  Stock  issuable  pursuant  to  any  of  Seller's  stock  option,   stock
appreciation,  stock grant or similar  plans,  Seller shall first offer to Buyer
(or its successor in interest) the right to subscribe to such Proposed Issuance,
in the following manner:

     Seller shall give prompt written notice to Buyer and any other  stockholder
     who, at the time of such Proposed Issuance, has a similar pre-emptive right
     (the "Pre-emptive Stockholders"),  if any, stating the amount and the terms
     and conditions of the Proposed Issuance;

          (y) For ten (10)  calendar  days  after the  receipt  of such  written
          notice by Buyer,  Buyer shall have the right to  subscribe to purchase
          such number of the additional  shares of Common Stock (or any security
          convertible  into or exchangeable  for Common Stock) as it requests in
          writing but not to exceed the amount  determined  by  multiplying  the
          aggregate   additional   shares  of  Common  Stock  (or  any  security
          convertible  into or  exchangeable  for Common  Stock)  offered by the
          quotient  of (x) the sum of the Shares  (or if all of the  Installment



                                       18
<PAGE>

          Payments have not as of such date been fully made,  the maximum number
          of shares of Common  Stock which may be obtained by Buyer upon payment
          of all  such  Installment  Payments)  divided  by (y) all of  Seller's
          outstanding  shares of Common Stock (including for this purpose if all
          of the Installment  Payments have not as of such date been fully made,
          the maximum  number of shares of Common Stock which may be obtained by
          Buyer  upon  payment  of all such  Installment  Payments).  Buyer  may
          purchase any portion of the Proposed  Issuance  only on the same terms
          and  conditions  as such  additional  shares of  Common  Stock (or any
          security  convertible  into or exchangeable for Common Stock) are sold
          by Seller to other parties; and

          (z) To the extent any Pre-emptive  Stockholder  shall not purchase the
          entire  amount of shares of  Common  Stock to which  such  Pre-emptive
          Stockholder  is entitled to purchase  in the  Proposed  Issuance  (the
          "Refused  Shares"),  then Seller shall give prompt  written  notice to
          Buyer of the  aggregate  amount  of  Refused  Shares  and for ten (10)
          calendar days after receipt of such second  written notice Buyer shall
          be entitled to purchase an amount of Refused  Shares not to exceed the
          amount  determined by multiplying the aggregate  Refused Shares by the
          quotient  of (x) the number of shares of Common  Stock owned by Buyer,
          or to be owned by Buyer  upon  payment  of all  Installment  Payments,
          after giving effect to any shares purchased  pursuant to clause (y) of
          this  Section  5.2(g)  in the  Proposed  Issuance  (collectively,  the
          "Aggregate  Buyer's  Shares") by (y) the sum of the Aggregate  Buyer's
          Shares plus the number of shares held by all Pre-emptive  Stockholders
          who  exercised  rights under clause (y) of this Section  5.2(g) (after
          giving effect to any shares so purchased).

     (d) Use of Proceeds.  The net proceeds  received by Seller from the sale of
the Shares  shall be used by Seller  substantially  for the  purposes of working
capital  and for such  other  purposes  as Buyer  may  expressly  consent  to in
writing.

     (e) Non-Disclosure and Confidentiality Agreements.  Seller shall cause each
current director, employee and consultant of Seller, within ten (10) days of the

                                       19
<PAGE>

date  hereof,  and shall cause each  person who becomes a director,  employee or
consultant  of Seller  subsequent  to the date  hereof,  to execute an agreement
relating to matters of non-disclosure, non-competition and confidentiality, in a
form reasonably satisfactory to Buyer.

     (f) Rule 144A  Information.  Seller shall,  at all times during which it is
neither  subject  to the  reporting  requirements  of Section 13 or 15(d) of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  nor exempt
from  reporting  pursuant to Rule 12g3-2(b)  under the Exchange Act,  provide in
writing, upon the written request of Buyer or a prospective buyer of Shares from
Buyer all information  required by Rule 144A(d)(4)(i) of the General Regulations
promulgated  by  the  Commission  under  the  Securities  Act  (the  "Rule  144A
Information").  Seller shall also, upon the written request of Buyer,  cooperate
with and assist Buyer or any member of the National  Association  of  Securities
Dealers, Inc. PORTAL System in applying to designate and thereafter maintain the
eligibility of the Shares for trading through PORTAL. Seller's obligations under
this Section 5.2(f) shall at all times be contingent upon Buyer's obtaining from
any  prospective  third  party buyer of Shares a written  agreement  to take all
reasonable precautions to safeguard the Rule 144A Information from disclosure to
anyone other than a person who will assist such third party buyer in  evaluating
the purchase of any such Shares.

     (g) Rule 144.  Seller  covenants  that (i) at all times after  Seller first
becomes  subject  to the  reporting  requirements  of Section 13 or 15(d) of the
Exchange Act, Seller will use its best efforts to comply with the current public
information  requirements  of Rule 144(c)(1)  under the Securities  Act, (ii) if
prior to becoming  subject to such reporting  requirements  an  over-the-counter
market  develops for the Common Stock,  Seller will use its best efforts to make
publicly  available  the  information  required  by  Rule  144(c)(2)  under  the
Securities  Act and (iii) at all such times as Rule 144 is available  for use by
the holder(s) of Shares,  Seller will furnish each such holder upon request with
all information within the possession of Seller required for the preparation and
filing of Form 144 (or any  successor  or  similar  form  promulgated  under the
Securities Act).

     (h) Financial  Reports.  Seller  covenants  and agrees that,  from the date
hereof through the closing of a Designated Offering, it shall furnish Buyer with
the following:

          (i) Quarterly Reports. As soon as practicable,  and in any case within
     45 days  after  the  end of  each  calendar  quarter,  quarterly  unaudited
     financial  statements  all prepared in  accordance  with GAAP  consistently
     applied,  including  (x) an unaudited  balance  sheet as of the last day of
     such quarter, (y) an unaudited statement of income for such quarter and (z)
     a cash flow statement for such quarter.  The foregoing financial statements
     shall be certified by the President or Chief Financial Officer of Seller to
     the effect that such statements  fairly present the financial  position and
     financial  results of Seller as at and for the fiscal  period  covered  and
     shall  be  accompanied  by  a  written  explanation  and  analysis  of  any
     significant  problems,  events  and  achievements,   and  a  commentary  on
     developing  changes in the  business  outlook of  Seller,  together  with a
     statement as to their anticipated effect on future operations.

                                       20
<PAGE>

          (ii) Annual Reports. As soon as practicable, and in any case within 75
     days after the end of each  fiscal  year  (beginning  with the fiscal  year
     ending  September 30,  2000),  a balance sheet as of the end of such fiscal
     year,  a statement  of income and a  statement  of cash flows of Seller for
     such year,  setting forth in each case in comparative form the figures from
     Seller's  previous  fiscal  year,  all  prepared  in  accordance  with GAAP
     consistently applied and audited by the independent auditor of Seller.

          (iii) Other Information.  Promptly,  such other information  regarding
     the  business,  prospects,  financial  condition,  operations,  property or
     affairs of Seller as Buyer reasonably may request from time to time.

     (i) Board Representation.  Immediately following the Effective Date, Seller
shall take such  corporate or other actions as may be necessary so that Seller's
Board of Directors (the "Board") shall consist of five members.  Buyer, upon the
Effective  Date,  and for so long as Buyer (or its successor in interest)  shall
own at least  19.9% of the  outstanding  Common  Stock,  shall  be  entitled  to
designate at least one -fifth of the Board.  For so long as Buyer owns more than
20% or more  of the  outstanding  Common  Stock,  Buyer  (or  its  successor  in
interest)  shall be  entitled to  designate  at least  two-fifths  of the Board.
Seller shall use its best efforts to cause any person(s)  designated by Buyer to
serve on the Board to be  elected  to the  Board.  Except  for any  removal  for
"cause" as defined under applicable law, any director designated by Buyer may be
removed or replaced only with the prior written  consent of Buyer.  Any director
designated by Buyer who shall either  resign,  die or become unable or unwilling
to serve shall be replaced with a candidate  designated  by Buyer.  Seller shall
call, and use its best efforts to hold,  regular  meetings of the Board not less
often than quarterly; provided, however, that Buyer shall have the right to call
meetings of the Board and  management  of Seller,  on no less than five business
days' notice,  once each fiscal quarter.  Seller shall pay all reasonable travel
expenses and other  out-of-pocket  disbursements  of directors  incurred by such
directors in connection with their attendance at such meetings. Seller's By-laws
shall be amended to provide that each  director  designated  by Buyer shall be a
member of all committees of the Board  established  and maintained  from time to
time. Seller agrees to indemnify its directors to the full extent of the law and
to obtain  and  maintain  in full  force and  effect  directors'  and  officers'
liability  insurance coverage covering the directors  (including the director(s)
designated by Buyer) in an amount not less than $1,000,000.

     (j) Required  Consents.  Seller may not, during the period beginning on the
Effective Date and for so long as Buyer (or its successor in interest) shall own
at least 19.9% of the outstanding Common Stock, (except as otherwise indicated),
take any of the  following  actions  without  the consent or approval of Buyer's
designee(s));  provided, that if at the time of such proposed action Seller, for
any reason  whatsoever,  shall not have on its Board a person who was designated
by Buyer,  then  Seller may not take the  following  actions  without  the prior
written consent of Buyer (which consent may be withheld,  delayed or conditioned
in Buyer's sole discretion):

          (i) any  amendment  of this  Agreement  or  amendment or repeal of any
     Constituent Document which is adverse to Buyer; or

          (ii)  setting  the number of members of the Board at any number  other
     than five (5).

                                       21
<PAGE>


     6. Conditions Precedent to the Obligation of Buyer to Close. The obligation
of Buyer to complete  the Closing is subject to the  fulfillment  on or prior to
the Closing Date:

     6.1. Agreements and Conditions. On or before the Closing Date, Seller shall
have complied with and duly  performed in all material  respects all  agreements
and  conditions  on its part to be  complied  with and  performed  by such  date
pursuant to this Agreement.

     6.2. Approvals. On or before the Closing Date, the Seller shall have sought
and obtained any  necessary  approvals as to the sale of the Shares to Buyer and
the  resulting  change in control of the Seller,  so as to satisfy any state law
control  share act  requirements,  and such other matters as may be necessary to
effectuate the transactions contemplated hereby.

     6.3. Representations and Warranties.  The representations and warranties of
Seller  contained  in this  Agreement  shall be true and correct in all material
respects on and as of the Closing  Date with the same force and effect as though
such representations and warranties had been made on and as of the Closing Date.

     6.4. Loss,  Damage or Destruction.  Between the date hereof and the Closing
Date there shall not have been any loss,  damage or  destruction to or of any of
the  assets,  property  or  business  of  Seller in  excess  of  $50,000  in the
aggregate,   whether  or  not  covered  by  insurance,  nor  shall  the  assets,
properties,  business or prospects of Seller have been adversely affected in any
significant way as a result of any fire, accident, or other casualty, war, civil
strife, riot or act of God or the public enemy or otherwise.

     6.5. No Legal  Proceedings.  No court or governmental  action or proceeding
shall  have  been   instituted   or  threatened  to  restrain  or  prohibit  the
transactions contemplated hereby. Additionally,  on the Closing Date there shall
be no court or governmental  action or proceeding  pending or threatened against
or  affecting  Seller  which  involves a demand for any  judgment  or  recovery,
whether  or not  covered  by  insurance,  and which may  result in any  material
adverse change in the business,  operations,  properties or condition, financial
or otherwise, of Seller.

     6.6. Certificate. Buyer shall have received a certificate dated the Closing
Date and  executed  by a duly  authorized  executive  officer of Seller that the
conditions expressed in Sections 6.1, 6.2 and 6.3 have been fulfilled.

     6.7.  Consents.  Seller  shall have  obtained  all  Consents  necessary  to
effectuate this Agreement and to consummate the transactions contemplated hereby
and delivered copies thereof to Buyer.

     6.8. Assignment of Intellectual Property.  All officers,  directors and key
employees of Seller shall have executed and delivered to Seller an unconditional
and  irrevocable  assignment  of all of their  rights  to and  interests  in any
intellectual  property,  including,  without  limitation,  all United States and
foreign patents, patent applications,  service marks, inventions, formula, trade
secrets,  trade names,  trademarks,  brands,  copyrights,  whether registered or
unregistered or under statute or common law, and all registrations, applications
and  licenses  to use any of the  foregoing,  which  relate to or may be used by
Seller in the conduct of its  business as  currently  conducted  by Seller or as
reasonably contemplated by the parties to be conducted.

                                       22
<PAGE>

     6.9.  Certificates of Status.  Buyer shall have received a certificate from
the Secretary of the State of Florida, dated within five (5) days of the Closing
Date, certifying that Seller is in good standing in such jurisdiction.

     6.10. Consent and Waiver of Shareholder and Other Rights.  Buyer shall have
received  evidence  reasonably  satisfactory  to it that all preemptive  rights,
anti-dilution   rights,   voting  rights,  rights  of  first  refusal  or  other
shareholder  rights held by any stockholder of Seller that are or may be created
or triggered as a result of the execution and delivery,  and/or  consummation of
the  transactions  contemplated  by, this  Agreement have been  irrevocably  and
unconditionally  waived in writing and such stockholders shall have consented to
Seller's  execution and delivery of, and its  consummation  of the  transactions
contemplated by, this Agreement.

     6.11.  Confidentiality  Agreements.  Buyer  shall  have  received  evidence
reasonably  satisfactory to it that all directors,  employees and consultants of
Seller have executed  confidentiality,  non-compete or non-disclosure agreements
in form and substance reasonably satisfactory to Buyer.

     6.12. Due Diligence. Buyer shall have completed and been satisfied with the
results of its legal, business and accounting due diligence review of Seller.

     6.13. Closing Share Stock Certificate(s). Buyer shall have received a stock
certificate or certificates registered in its (or its nominee's) name evidencing
the Shares.

     7.  Conditions  Precedent  to the  Obligations  of  Seller  to  Close.  The
obligations of Seller to complete the Closing are subject to the  fulfillment on
or prior to the Closing Date of all of the following conditions:

     7.1. Agreements and Conditions.  On or before the Closing Date, Buyer shall
have complied with and duly  performed in all material  respects all  agreements
and  conditions  on its part to be  complied  with and  performed  by such  date
pursuant to this Agreement.

     7.2. Representations and Warranties.  The representations and warranties of
Buyer  contained  in this  Agreement  shall be true and correct in all  material
respects on and as of the Closing  Date with the same force and effect as though
such representations and warranties had been made on and as of the Closing Date.

     7.3. No Legal  Proceedings.  No court or governmental  action or proceeding
shall  have  been   instituted   or  threatened  to  restrain  or  prohibit  the
transactions contemplated hereby.

     7.4.  Certificate.  Seller  shall  have  received a  certificate  dated the
Closing Date and executed by an authorized  executive  officer of Buyer that the
conditions expressed in Sections 7.1, 7.2 and 7.3 have been fulfilled.

                                       23
<PAGE>

     7.5. Payment of Purchase Price. Buyer shall have paid the Purchase Price.

     8. Survival of  Representations  and Warranties of Seller.  Notwithstanding
any right of Buyer fully to  investigate  the  affairs of Seller,  Buyer has the
right to rely upon the representations,  warranties, covenants and agreements of
Seller contained in this Agreement. All representations and warranties contained
in this  Agreement  (including  the  Schedules  hereto)  and in any  certificate
required  hereby  to be  delivered  with  respect  hereto  will be  deemed to be
representations and warranties  hereunder and, except for those  representations
and  warranties  contained in Sections 3.2, 3.3, 3.7, 3.8, 3.24 and 3.33 hereof,
shall  survive for  twenty-four  (24) months  following  the Closing  Date.  The
representations  and  warranties  contained in Sections  3.2,  3.3, 3.7 and 3.33
hereof shall survive the Closing Date indefinitely and the  representations  and
warranties  contained in Sections 3.8 and 3.24 hereof  shall  survive  until the
expiration of any applicable statute of limitations. No claim or cause of action
resulting  from a breach of any  representation  or  warranty  hereunder  may be
asserted  unless  asserted  in writing to the party as to which or whom there is
alleged a breach of  representation  or warranty  prior to the expiration of the
applicable survival period; provided, however, that all such representations and
warranties  shall survive after the applicable  survival  period with respect to
any claim so made in writing by a party hereto prior to the  expiration  thereof
until, and shall expire when, such claim is finally resolved.

     9. Indemnification.

     9.1.  Obligation of Seller to  Indemnify.  Subject to the  limitations  and
expiration  dates  contained  in Section 8 hereof and to this  Section 9, Seller
shall,  indemnify,  defend and hold harmless Buyer and its directors,  officers,
equity   holders,   agents,   affiliates,   successors  and  permitted   assigns
(collectively,  "Buyer's Related Indemnitees") or each of them from and against,
and shall pay and/or  reimburse the  foregoing  persons for, any and all losses,
liabilities,  claims,  obligations,  damages and costs and  expenses  (including
reasonable  attorneys'  fees and  disbursements  and  other  costs  incurred  or
sustained  by  an  Indemnitee  (as  defined   below)  in  connection   with  the
investigation,  defense  or  prosecution  of any  such  claim or any  action  or
proceeding  between the Indemnitee and the Indemnifying Party (as defined below)
or between  the  Indemnitee  and any third party or  otherwise),  whether or not
involving a third-party claim (collectively,  "Losses"),  relating to or arising
out of the breach of any  representation,  warranty,  covenant or  agreement  of
Seller hereunder.

     9.2.  Obligation  of Buyer to  Indemnify.  Subject to the  limitations  and
expiration  dates  contained  in Section 8 hereof  and to this  Section 9, Buyer
shall  indemnify,  defend and hold harmless Seller and its directors,  officers,
shareholders,  agents,  affiliates,  successors  and permitted  assigns from and
against,  and shall pay and/or reimburse the foregoing  persons for, any and all
Losses relating to or arising out of the breach of any representation, warranty,
covenant or agreement of Buyer contained in this Agreement.

     9.3. Notice to Indemnifying Party. If any party (the "Indemnitee") receives
notice of any claim or the commencement of any action or proceeding with respect
to which the other party (or parties) is  obligated  to provide  indemnification
(the  "Indemnifying  Party")  pursuant  to  Sections  9.1  or  9.2  hereof,  the
Indemnitee  shall give the  Indemnifying  Party written  notice thereof within a
reasonable  period of time  following the  Indemnitee's  receipt of such notice.
Such notice shall describe the claim in reasonable detail and shall indicate the
amount (estimated if necessary) of the Losses that have been or may be sustained

                                       24
<PAGE>

by the Indemnitee.  The Indemnifying  Party may, subject to the other provisions
of this Section 11.3,  compromise or defend,  at such  Indemnifying  Party's own
expense and by such Indemnifying  Party's own counsel, any such matter involving
the asserted  liability of the Indemnitee in respect of a third-party  claim. If
the Indemnifying  Party elects to compromise or defend such asserted  liability,
it shall within 30 days (or sooner,  if the nature of the asserted  liability so
requires)  notify the  Indemnitee  of its  intent to do so, and the  Indemnitee,
shall  reasonably  cooperate,  at the  request  and  reasonable  expense  of the
Indemnifying  Party,  in the  compromise of, or defense  against,  such asserted
liability.  The  Indemnifying  Party will not be released from any obligation to
indemnify  the  Indemnitee  hereunder  with respect to a claim without the prior
written consent of the Indemnitee, unless the Indemnifying Party delivers to the
Indemnitee a duly executed agreement settling or compromising such claim with no
monetary liability to or injunctive relief against the Indemnitee and a complete
release of the Indemnitee with respect  thereto.  The  Indemnifying  Party shall
have the right to conduct and control the defense of any third-party  claim made
for which it has been  provided  notice  hereunder.  All costs and fees incurred
with  respect  to any such claim will be borne by the  Indemnifying  Party.  The
Indemnitee  will  have the right to  participate,  but not  control,  at its own
expense,  the defense or  settlement  of any such claim;  provided,  that if the
Indemnitee and the Indemnifying Party shall have conflicting claims or defenses,
the  Indemnifying  Party shall not have  control of such  conflicting  claims or
defenses and the Indemnitee  shall be entitled to appoint a separate counsel for
such claims and defenses at the cost and expense of the  Indemnifying  Party. If
the  Indemnifying  Party chooses to defend any claim,  the Indemnitee shall make
available to the Indemnifying Party any books, records or other documents within
its control that are reasonably required for such defense.

     9.4.  Adjustment  to  Indemnification.  To the extent that Seller  shall be
obligated to indemnify  Buyer for Losses pursuant to this Section 9, in order to
reflect  that  Buyer  is,  or may  become,  an  equity  holder  of  Seller,  the
determination  of the amount of such Losses  shall be  adjusted by dividing  the
amount of Losses (prior to giving effect to this provision) by the percentage of
the  aggregate  outstanding  shares  of  Common  Stock not held by Buyer (or its
successor).  To the extent that the Installment Payments have not been completed
and all of the  Shares  have not  been  acquired,  solely  for  purposes  of the
determination set forth above, the Installment  Payments shall be deemed to have
been  made and all of the  Shares  shall be deemed to be held by Buyer as of the
date of any determination of Losses required to be made pursuant to this Section
9.4.

     10. Intentionally Left Blank.

     11.  Termination.  This  Agreement may be terminated  prior to the Closing:

          (a) at any time by the mutual  consent  in writing of all the  parties
     hereto;

                                       25
<PAGE>

          (b) by Buyer in writing if the Closing  shall not have occurred by the
     seventy-fifth day following the Effective Date;

          (c) at any time by Buyer in writing  upon a material  breach of any of
     the representations,  warranties,  covenants or agreements of Seller and/or
     the Principal Shareholder contained in this Agreement; or

          (d) at any time by Seller in writing upon a material  breach of any of
     the representations, warranties, covenants or agreements of Buyer contained
     in this Agreement.

     In the event of  termination  of this  Agreement  by Seller or Buyer as set
forth above,  this  Agreement  shall  forthwith  terminate and there shall be no
liability  on the part of  Seller or Buyer,  or any of their  respective  equity
owners, officers, directors,  affiliates and employees;  provided, that no party
shall be  relieved  of any  Losses  occurring  or  sustained  as a  result  of a
termination  following  such  party's  material  breach  of any  representation,
warranty, covenant or agreement contained in this Agreement. Notwithstanding any
termination  of this  Agreement,  the  provisions  of Sections  5.1(d),  5.2(c),
Section 9, this Section 11 and Section 12 hereof shall survive.

     12. Miscellaneous.

     12.1.  Consent to  Jurisdiction.  Any legal  action,  suit or proceeding in
equity  or at  law  arising  out  of or  relating  to  this  Agreement  and  the
transactions contemplated hereby shall be instituted exclusively in the state or
Federal  courts  located  in the State of Florida  and each party  agrees not to
assert, by way of motion, as a defense,  or otherwise,  in any such action, suit
or  proceeding,  any claim  that such  party is not  subject  personally  to the
jurisdiction of any such court,  that the action,  suit or proceeding is brought
in an inconvenient  forum,  that the venue of the action,  suit or proceeding is
improper,  or that  this  Agreement  or the  subject  matter  hereof  may not be
enforced in or by any such court. Each party further  irrevocably submits to the
jurisdiction of any such court in any such action,  suit or proceeding.  Any and
all  service  of  process  and any  other  notice  in any such  action,  suit or
proceeding  shall be  effective  against  any  party if given  personally  or by
registered or certified mail, return receipt requested, or by any other means of
mail that requires a signed receipt,  postage  prepaid,  mailed to such party as
herein provided. Nothing herein contained shall be deemed to affect or limit the
right of any party to serve process in any other manner  permitted by applicable
law.

     12.2. Certain Definitions.  As used in this Agreement,  the following terms
shall have the following meanings unless the context otherwise clearly requires:

          (a)  "Affiliate",  with respect to any person,  means and includes any
     other person  controlling,  controlled by or under common control with such
     person.

          (b) "Associate" shall have the meaning ascribed thereto in Rule 405 of
     the Securities Act.

          (c) "Code" means the Internal  Revenue Code of 1986,  as amended,  and
     the applicable Treasury Regulations (as hereinafter defined).

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<PAGE>

          (d) "Contracts and other agreements" means and includes all contracts,
     agreements,  understandings,  indentures, notes, bonds, loans, instruments,
     leases, mortgages, commitments,  obligations or other binding arrangements,
     oral or written.

          (e) "Environmental Claim" means any and all administrative, regulatory
     or judicial actions,  suits, demands, demand letters,  directives,  claims,
     Liens, investigations, proceedings or notices of noncompliance or violation
     (written or oral) by any person  alleging  potential  Liability  (including
     Liability for enforcement, investigatory costs, cleanup costs, governmental
     response costs,  removal costs,  remedial costs, natural resources damages,
     property damages,  personal injuries or penalties) arising out of, based on
     or resulting from (i) the presence,  or release or threatened  release into
     the environment, of any Hazardous Materials at any location (whether or not
     owned) operated,  leased or managed by Seller or (ii) any and all claims by
     any  third  party  seeking  damages,  contribution,  indemnification,  cost
     recovery,  compensation or injunctive relief resulting from the presence or
     release of any Hazardous Materials.

          (f) "Environmental Laws" mean any laws, statutes,  regulations,  rules
     or orders which relate to or  otherwise  impose  Liability or a standard of
     conduct   concerning   the   discharge,   emission,   storage,   treatment,
     transportation,  handling,  release,  threatened  release,  or  disposal of
     Hazardous  Materials,  including,  but not  limited  to, the Air  Pollution
     Control  Act,  as amended,  the Federal  Water  Pollution  Control  Act, as
     amended,  the  Comprehensive   Environmental  Response,   Compensation  and
     Liability Act of 1980, as amended,  the Resource  Conservation and Recovery
     Act of 1976, as amended,  and the Toxic Substances  Control Act of 1976, as
     amended, and any other similar Federal, state or local statutes.

          (g)  "GAAP"  means  United  States   generally   accepted   accounting
     principles.

          (h) "Hazardous Materials" means any pollutant, contaminant, hazardous,
     radioactive or toxic  substance,  material,  constituent  or waste,  or any
     other  waste,   substance,   chemical  or  material   regulated  under  any
     Environmental  Law,  including (i)  petroleum,  crude oil and any fractions
     thereof,  (ii) natural gas,  synthetic gas and any mixtures thereof,  (iii)
     asbestos   and/or   asbestos-containing   material,   (iv)  radon  and  (v)
     polychlorinated biphenyls ("PCBs"), or materials or fluids containing PCBs.

          (i)  "Indebtedness"  means (i) all  indebtedness for borrowed money or
     for the deferred purchase price of property or services (other than current
     trade  liabilities  incurred in the ordinary course of business and payable
     in accordance with customary practices),  (ii) any other indebtedness which
     is evidenced by a note, bond,  debenture or similar  instrument,  (iii) all
     obligations in respect of outstanding  letters of credit,  acceptances  and
     similar  obligations,  and (iv) all Liabilities  secured by any Lien on any
     property  owned by Seller even though  Seller has not assumed or  otherwise
     become liable for the payment thereof.

          (j)  "Liabilities"  means debts,  liabilities or obligations,  whether
     absolute or  contingent,  asserted  or  unasserted,  accrued or  unaccrued,
     liquidated or unliquidated,  matured or unmatured, due or to become due, or
     fixed or unfixed.

                                       27
<PAGE>

          (k) "Lien"  means and includes any lien,  pledge,  mortgage,  security
     interest,  claim, lease,  charge,  option, right of first refusal or offer,
     easement,  servitude,  transfer restriction or voting requirement under any
     or similar agreement,  or any other encumbrance,  restriction or limitation
     whatsoever.

          (l) "Person" means any  individual,  corporation,  partnership,  firm,
     joint venture,  association,  joint-stock  company,  trust,  unincorporated
     organization, governmental or regulatory body or other entity.

          (m) "Permitted Transfer" means any distribution and/or transfer by the
     Principal  Shareholder  to a spouse  (other than pursuant to any divorce or
     separation  proceeding  or  settlement),   parents,  children  (natural  or
     otherwise),  stepchildren or  grandchildren  or to a trust for any of their
     benefit;  provided,  however,  that prior to such Permitted Transfer,  such
     transferee shall agree in writing to be bound by the obligations imposed of
     the Principal  Shareholder  under this Agreement as if such transferee were
     originally a signatory to this Agreement.

          (n) "Property"  means real,  personal or mixed  property,  tangible or
     intangible.

          (o) "Seller's  knowledge"  means the actual knowledge of Seller and/or
     any other executive  officer of Seller,  after their conducting  reasonable
     inquiries of the appropriate employees of Seller.

          (p) "Tax Returns" means all written  returns,  declarations,  reports,
     forms,  estimates,  information  returns and statements filed in respect of
     any Taxes and  supplied  to any taxing  authority  in  connection  with any
     Taxes.

          (q) "Taxes" (or "Tax" where the context  requires)  means all Federal,
     state,  county,   local,  foreign  and  other  taxes  (including,   without
     limitation,  income,  profits,  premium,  estimated,  excise,  sales,  use,
     occupancy, gross receipts,  franchise, ad valorem, severance, capital levy,
     production, transfer, withholding,  employment,  unemployment compensation,
     payroll-related  and property  taxes,  and other  governmental  charges and
     assessments),  whether or not  measured  in whole or in part by net income,
     and  including  deficiencies,  interest,  additions  to tax or interest and
     penalties with respect thereto.

          (r) "Treasury Regulations" means the regulations promulgated under the
     Code.

     12.3.  Publicity.  No publicity  release or  announcement  concerning  this
Agreement  or the  transactions  contemplated  hereby  shall be  issued  without
advance approval of the form and substance thereof by Buyer and Seller jointly.

     12.4. Notices.  Any notice or other communication  required or which may be
given  hereunder  shall  be  in  writing  and  shall  be  delivered  personally,
telegraphed,  telexed, sent by facsimile transmission,  or by overnight courier,
certified,  registered,  or express mail, postage or fees prepaid,  and shall be

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<PAGE>

deemed  given  when  so  delivered  personally,  telegraphed,  telexed,  sent by
facsimile  transmission  or by overnight  courier or express mail service or, if
mailed, four days after the date of mailing, as follows:

                  if to Buyer, to:

                  PAMG, LLC
                  C/O Premier Asset Management Group, Inc.
                  6245 N. Federal Highway, 3rd Floor
                  Ft. Lauderdale, FL 33308
                  Attn:    Joseph DeSanto
                  Fax:     (954) 453-6211

                  with a copy to:

                  Gregg Breitbart, Esq.
                  6245 N. Federal Highway, 3rd Floor
                  Ft. Lauderdale, FL 33308
                  Fax:     (954) 453-6211

                  if to Seller, to:

                  Thermacell Technologies, Inc..
                  440 Fentress Blvd.
                  Daytona Beach,. FL 32114
                  Attn:    President
                  Fax:     (904) 253-0882

                  with a copy to:

                  Gerald Couture
                  901 Chestnut Street, Suite A
                  Clearwater, FL 33756
                  Fax:  (727) 441-8185

         Any party may by notice given in  accordance  with this Section 12.4 to
the other  parties  designate  another  address or person for receipt of notices
hereunder.

     12.5. Entire Agreement. This Agreement (including the Schedules hereto) and
the   certificates   executed  in  connection  with  the   consummation  of  the
transactions  contemplated  hereby embody the entire agreement and understanding
of the parties  hereto with respect to the subject  matter  hereof and supersede
all prior agreements and understandings between the parties hereto.

     12.6. Waivers and Amendments.  This Agreement may be amended, superseded or
canceled only by a written  instrument signed by all of the parties hereto.  Any
of the terms or  conditions  hereof may be waived  only by a written  instrument
signed by the party or parties to be bound thereby.  No delay on the part of any

                                       29
<PAGE>

party in exercising any right,  power or privilege  hereunder shall operate as a
waiver  thereof,  nor  shall any  waiver on the part of any party of any  right,
power or privilege  hereunder,  nor any single or partial exercise of any right,
power or privilege hereunder,  preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

     12.7. Binding Effect; Assignment;  Third Party Beneficiary.  This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and permitted assigns.

     12.8. Variations in Pronouns. All pronouns and any variations thereof refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

     12.9.  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     12.10.  Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect or limit the meaning or  interpretation  of
this Agreement.

     12.11. No Strict  Construction.  The language used in the Agreement will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent,  and no rule of strict  construction  will be applied  against any party
hereto.

     12.12.  Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Florida  applicable to agreements made
and to be performed entirely within such jurisdiction.

     12.13.  Conflicts.  To the extent there is a conflict  between the terms of
this Agreement and any other  document or agreement  relating to the sale of the
Shares from the Seller to the Buyer, the terms of this Agreement shall govern.

     12.14. Subsidiaries. All references to Seller in this Agreement shall refer
to Seller  and any of its  subsidiaries  unless the  context  of this  Agreement
clearly requires otherwise.





                           [INTENTIONALLY LEFT BLANK]


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                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Stock Purchase Agreement on the date first above written.

               PAMG, LLC, by and through its Initial Member and Manager, Premier
               Asset Management Group, Inc.

               By:
                    ----------------------------------
               Name:
                    ----------------------------------
               Title:
                    ----------------------------------
               THERMACELL TECHNOLOGIES, INC..

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