M.H. MEYERSON & CO., INC.
                              NEWPORT OFFICE TOWER
                      525 WASHINGTON BOULEVARD/34th FLOOR
                             JERSEY CITY, NJ 07310

                                                                   April 8, 1998

Via Facsimile 914-623-4987
Mr. Peter Mantia
President
Solucorp Industries, Ltd.
250 West Nyack Road
West Nyack, NY 10994


Gentlemen:

     This will confirm the understanding and agreement between M.H. Meyerson &
Co., Inc. ("Meyerson") and Solucorp Industries, Ltd. ("Solucorp") as follows:

     1.   Solucorp hereby engages Meyerson on an exclusive basis to render
          financial advisory services to Solucorp looking to the potential of an
          eventual sale as hereinafter defined to a party yet to be determined
          ("Purchaser"), and Meyerson hereby accepts such engagement. Meyerson
          agrees to provide financial advisory services to Solucorp which shall
          include advising on transaction structures and assisting in
          negotiations and related strategy. This letter agreement is not made
          in contemplation of Meyerson's finding and/or introducing the
          Purchaser to Solucorp but shall not preclude Meyerson from acting in
          this manner as well.

     2.   For purposes of this Agreement, a "sale" shall mean any transaction or
          series or combination of transactions, other than in the ordinary
          course of trade or business, whereby, directly or indirectly, a
          material interest (i.e., 10% or more) in Solucorp or any of its
          subsidiaries, or any of their respective assets, is transferred for
          consideration, including, without limitation, a sale or exchange of
          capital stock of the shareholders of Solucorp, or assets, a merger or
          consolidation, a tender or exchange offer, the formation of a joint
          venture, minority investment or partnership, or any similar
          transaction, to or with Purchaser.

     3.   As compensation for the services rendered by Meyerson hereunder,
          Solucorp shall pay Meyerson one and one-half (1-1/2%) percent of the

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Mr. Peter Mantia
Solucorp Industries, Ltd.
April 8, 1998
page 2


          proceeds received by Solucorp or its shareholders, as the case may be,
          upon the closing of the sale to Purchaser. Compensation shall be
          payable at the closing. If for any reason whatsoever the transaction
          fails consummation, no fee or other compensation will be due or
          payable.

     4.   Meyerson shall bear its own out-of-pocket expenses incurred during the
          period of its engagement hereunder with respect to the services to be
          rendered by it hereunder, without seeking reimbursement from
          Solucorp.

     5.   Solucorp shall:

          (a)  indemnify Meyerson and hold it harmless against any losses,
               claims, damages or liabilities to which Meyerson may become
               subject arising in any manner out of or in connection with the
               rendering of services by it to Solucorp hereunder, unless it is
               finally judicially determined that such losses, claims, damages
               or liabilities arose out of the gross negligence or bad faith of
               Meyerson; and

          (b)  reimburse Meyerson immediately for any legal or other expenses
               reasonably incurred by it in connection with investigating,
               preparing to defend or defending any lawsuits, claims or other
               proceedings arising in any manner out of or in connection with
               the rendering of services to Solucorp hereunder; provided,
               however, that in the event a final judicial determination is
               made to the effect specified in subparagraph 5(a) above,
               Meyerson will remit to Solucorp any amounts reimbursed under this
               subparagraph 5(b).

          Solucorp agrees that the indemnification and reimbursement commitments
          set forth in this paragraph shall apply whether or not Meyerson is a
          formal party to any such lawsuits, claims or other proceedings, that
          Meyerson is entitled to retain separate counsel of its choice in
          connection with any of the matters to which such commitments relate
          and that such commitments shall extend upon the terms set forth in
          this paragraph to any controlling person, partner, director, officer,
          employee or agent of Meyerson.

     6.   This letter agreement shall be in effect for a period of three years
          from the date hereof. However, compensation shall also be due Meyerson
          upon any



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Mr. Peter Mantia
Solucorp Industries, Ltd.
April 8, 1998
page 3


          transaction commenced prior to the expiration of this letter
          agreement, even if the sale is completed after termination hereof.

     7.   Except as required by applicable law, any advice to be provided by
          Meyerson under this Agreement shall not be disclosed publicly or made
          available to third parties (except directors, attorneys, advisors,
          auditors and employees of Solucorp) without the prior approval of
          Meyerson.

     8.   Solucorp agrees that Meyerson has the right to place tombstones or
          other announcements in financial and other newspapers and journals at
          its own expense describing its services to Solucorp hereunder upon the
          consummation of the sale, provided that Meyerson will submit a copy of
          any such materials to Solucorp for its approval, which approval shall
          not be unreasonably withheld or delayed.

     9.   This Agreement may not be amended or modified except in writing and
          shall be governed by and construed in accordance with the laws of the
          State of New York applicable to contracts made and to be performed
          solely in such State by the citizens thereof. Any dispute arising out
          of this Agreement shall be adjudicated in the courts of the State of
          New York or in the United States District Court for the Southern
          District of New York, and Meyerson and Solucorp hereby agree that
          service process upon either of the parties by certified mail at the
          address shown in this Agreement shall be deemed adequate and lawful.
          The parties hereto shall deliver notices to each other by personal
          delivery or by certified mail at the address set forth above.



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Mr. Peter Mantia
Solucorp Industries, Ltd.
April 8, 1998
page 4


     If the foregoing correctly sets forth the understanding and agreement
between Meyerson and Solucorp, please so indicate in the space provided for that
purpose below, whereupon this letter shall constitute a binding agreement as of
the date first above written.

                                                M.H. MEYERSON & CO., INC.


                                            By: /s/ MICHAEL SILVESTRI
                                                -----------------------------
                                                Michael Silvestri, President

AGREED:

SOLUCORP INDUSTRIES, LTD.



By: /s/ PETER MANTIA
    ---------------------