CONSULTING AGREEMENT


         THIS CONSULTING  AGREEMENT (the  "Agreement") is made on March __, 2000
by  and  among  Thermacell  Technologies,   Inc.,  a  Florida  corporation  (the
"Company"),   and  CFM  Management  Group,  LLC,  a  Florida  limited  liability
corporation or assigns (the "Consultant").

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

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

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

                         ARTICLE 1.: CONSULTING SERVICES

     1.1.  Duties and  Responsibilities;  Additional  Consulting  Services.  The
Company   hereby  retains  the   Consultant  to  provide   consulting   services
(collectively, the "Services") to or on behalf of the Company as contemplated in
this Agreement. The scope of such consulting Services shall be as determined and
directed by the Company's  Board of Directors  (the "Board of  Directors").  The
Services  shall include  consulting  services in connection  with  strategic and
financial planning; corporate organization and structure; financial and investor
public  relations;  private and public equity and debt  financing,  and periodic
review of the Company's overall progress, needs and financial condition.

     1.2. Term.  The term (the "Term") of this  Agreement  shall commence on the
date hereof and shall continue for a period of two (2) years.

     1.3  Non-Exclusive.  The  services of  Consultant  are  non-exclusive  and,
subject to paragraph 4.3 hereof,  Consultant may render  services of the same or
similar  nature,  as  described  herein,  to  an  entity  whose  business  is in
competition with the Company, directly or indirectly.

                            ARTICLE 2.: COMPENSATION

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

          (a)  A monthly  consulting fee (the "Monthly  Fee") of $10,000,  which
               shall be paid on or before the fifth (5th)  business  day of each
               month during the Term; and

          (b)  The Company hereby grants to Consultant  options to purchase (the
               "Options") the Company's  $.0001 par value per share common stock
               (the  "Common  Stock")  in  the  following  amounts  and  at  the
               following exercise prices:

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                    i.   One  million  shares  of Common  Stock at the  exercise
                         price of Sixty cents ($.60) per share;

                    ii.  One  million  shares  of Common  Stock at the  exercise
                         price of One Dollar ($1.00) per share; and

                    iii. One  million  shares  of Common  Stock at the  exercise
                         price of One Dollar and  Twenty-Five  Cents ($1.25) per
                         share.

                  The Options shall be  exercisable,  in whole or in part, for a
                  period of three  years  from the date  hereof.  The  shares of
                  Common Stock  underlying the Options (the  "Shares")  shall be
                  subject to the  registration  rights set forth in Section  5.1
                  hereof.

          (c)  Finder's  Fee.  In the  event  Consultant  provides  services  in
               connection with a debt or equity financing,  acquisition, merger,
               corporate sale, business  combination or similar such transaction
               for Company or in the event Consultant  introduces Company to any
               of the above transactions through an intermediary,  including but
               not limited to  investment  banking  firms,  brokers,  etc.,  the
               Company shall pay a separate and  additional fee to Consultant at
               the time of closing of such  transaction(s),  in accordance  with
               applicable   industry  standards  and  mutually  agreed  upon  by
               Consultant and the Company prior to such closing(s).

     2.2.  Adjustment.  The amount and exercise price of securities  purchasable
upon the  exercise of the Options  shall be subject to  adjustment  in the event
that the  Company  engages in any  subdivision  of its Common  Stock so that the
Consultant  shall be entitled to receive the kind and number of Shares of Common
Stock which it would have been entitled to receive had the subdivision not taken
place.

                     ARTICLE 3.: EXPENSES & INDEMNIFICATION

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

     3.2. Indemnification.  The Company agrees to indemnify and hold Consultant,
its affiliates,  control persons, officers,  employees and agents (collectively,
the  "Indemnified  Persons")  harmless  from and  against  all  losses,  claims,
damages,  liabilities,  costs or expenses (including  reasonable  attorneys' and
accountants'  fees) joint and several  arising  out of the  performance  of this
Agreement,  whether or not Consultant is a party to such dispute. This indemnity
shall not apply,  however,  where a court of competent  jurisdiction  has made a
final  determination  that Consultant  engaged in gross recklessness and willful

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misconduct in the  performance of its services  hereunder which give rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any final  determination,  the  indemnification  and  reimbursement
provision  of  this  Agreement   shall  apply  the  Company  shall  perform  its
obligations hereunder to reimburse Consultant for its expenses).

                    ARTICLE 4.: TERMINATION & CONFIDENTIALITY

     4.1. Right to Terminate.  In the event of the Consultant's repeated failure
or refusal to perform his duties and responsibilities  hereunder (written notice
of which (including detailed  descriptions of such failures or refusals) must be
provided to the Consultant), or in the event of any gross fraud or dishonesty on
the part of the  Consultant,  the  Company  may,  in its sole  discretion,  upon
written notice to the Consultant,  terminate this Agreement.  The Consultant may
terminate this Agreement upon ninety (90) days written notice to the Company. In
the event of any such termination,  such Consultant shall be entitled to receive
any Monthly  Fees earned but unpaid  through the date of such  notice,  together
with any  outstanding  business  expenses  reimbursable  pursuant to Section 3.1
hereof.  Termination of this Agreement shall not effect Consultant's rights with
respect  to the  Options  or  the  Shares,  including  without  limitation,  the
registration  rights  provided in Section 5.1 hereof,  which  expressly  survive
termination of this Agreement.

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

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

                            ARTICLE 5.: MISCELLANEOUS

     5.1 Piggyback Registration Rights.

          (a)  Notice  Requirement.  If at  any  time  during  the  period  (the
               "Registration  Rights Period") beginning on the first anniversary
               of the date of this Agreement and ending on the fifth anniversary
               of this Agreement the Company  proposes to register any shares of
               Common Stock under the Securities Act of 1933 (as amended) or any
               applicable state securities laws (collectively referred to as the
               "Securities Laws") in connection with an offering (an "Offering")
               of the Common Stock,  the Company shall deliver to the Consultant
               notice  of  its   intention   to   register   such   shares  (the
               "Registration  Notice")  at least  thirty  (30) days prior to any
               filing of a registration statement.

<PAGE>

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

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

                            ARTICLE 6.: MISCELLANEOUS

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

         If to the Consultant:

         CFM Management Group, LLC
         6245 N. Federal Highway, Suite 300
         Ft. Lauderdale, FL 33308
         Attention:  Gregg Breitbart, Esq.

         If to the Company:

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

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

     6.2. No  Violations  of Law;  Exclusivity.  It is the intent of the parties
hereto that the  performance of each party's  obligations  hereunder not violate
any applicable law or regulation,  including, without limitation, the Securities
Exchange Act of 1934, as amended, the regulations promulgated thereunder, as the
laws of any state.  The Company agrees that it will not consummate any financing
transaction with any individual or entity which is (a) introduced to the Company
by Consultant or (b) a client of Consultant except in accordance with all of the
terms and conditions hereof.


<PAGE>

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

     6.4. Assignment.  This Agreement may not be assigned by the Company without
the prior written consent of Consultant.

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

     6.6. Waiver,  Governing Law, Arbitration.  No waiver by any party hereto at
any time of any breach by any party hereto of any condition or provision of this
Agreement  shall be deemed a waiver of any subsequent  breach of this Agreement.
The validity,  interpretation,  construction  and  performance of this Agreement
shall  be  governed  by the  laws  of the  State  of  Florida.  Any  dispute  or
controversy  which arises hereunder or in connection with the matters  contained
in this  Agreement  shall  be  conclusively  determined  by  final  and  binding
arbitration  in  Broward  County,  Florida  in  accordance  with the  Commercial
Arbitration Rules of the American  Arbitration  Association then in force unless
the parties  mutually agree  otherwise in writing.  The  arbitration  shall take
place in  Broward  County,  Florida.  The  determination  of the  arbitrator  or
arbitrators  shall be final and binding upon the parties,  and judgment upon the
award may be entered in any court having jurisdiction thereof. The arbitrator or
arbitrators  shall prepare a written  report stating its or their decision and a
reasonably  detailed  analysis of the factors that led to such  decision  within
thirty (30) days after the appointment of the final  arbitrator to be appointed.
Notwithstanding  the  foregoing,  the Consultant may institute a proceeding in a
court of  competent  jurisdiction  to  enforce  its rights  with  respect to the
Options, the Shares and the registration rights set forth in Section 5.1 hereof.

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

<PAGE>

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

     6.9.  Attorneys' Fees. If any suit or other legal proceeding is brought for
the enforcement of any of the provisions of this  Agreement,  the parties hereto
agree that the prevailing party or parties shall be entitled to recover from the
other party or parties, upon final judgment on the merits, reasonable attorneys'
fees,  including  attorneys'  fees for any  appeal,  and the costs  incurred  in
bringing such suit or proceeding.

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



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


                            CFM MANAGEMENT GROUP, LLC


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

                            THERMACELL TECHNOLOGIES, INC.


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