EXHIBIT 10.38

                       PURCHASE AND DISTRIBUTION AGREEMENT

         THIS PURCHASE AND DISTRIBUTION AGREEMENT ("Agreement") is effective as
of December 1, 1997 (the "Effective Date"), notwithstanding the actual date of
execution, by and between FIRST RECOVERY, a division of ECOGARD, INC., a
Delaware corporation, with offices located at 3499 Blazer Parkway, Lexington,
Kentucky, 40509 (hereinafter Ecogard, Inc., including its First Recovery
division, is referred to as "First Recovery"), and SYSTEMONE TECHNOLOGIES INC.
(hereinafter referred to as "SystemOne"), a wholly owned subsidiary of MANSUR
INDUSTRIES INC., a Florida corporation ("Mansur"), with offices located at 8305
N.W. 27th Street, Suite 107, Miami, Florida 33122.

         WHEREAS, SystemOne has available for supply various models of washer
units and brake washers marketed under the trademark SystemOne/registered
trademark/, more particularly defined as the "Equipment" below;

         WHEREAS, First Recovery desires to purchase and distribute the
Equipment in certain defined territories, and SystemOne desires to sell the
Equipment to First Recovery for such sales and distribution;

         WHEREAS, First Recovery, Mansur and The Valvoline Company, a division
of Ashland Inc. ("Valvoline"), a Kentucky corporation, previously entered into a
Master Lease and Distribution Agreement effective as of August 1, 1996 ("Initial
Agreement") and a Commission Sales Representation Agreement effective as of
January 14, 1997 (the "Second Agreement") for the purpose of evaluating the
market for and performance of the Equipment and First Recovery's ability to
market and distribute the Equipment; and

         WHEREAS, the Initial Agreement expired in accordance with its terms,
the Second Agreement will expire in accordance with its terms on January 14,
1998, and the parties wish to terminate and supersede the Second Agreement as of
the Effective Date hereof, in accordance with the terms and conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants, agreements and conditions hereinafter set forth and the mutual
benefits to be derived therefrom, the sufficiency and adequacy of which are
hereby acknowledged, First Recovery and SystemOne hereby agree as follows:

1. MINIMUM PURCHASE COMMITMENT; TERMS OF PURCHASES

         1.1 During the term of this Agreement which commences on the Effective
         Date and terminates on June 30, 1998 (the "Term"), First Recovery shall
         purchase from SystemOne the washer units and brake washers identified
         in EXHIBIT A to this Agreement, attached hereto and incorporated herein
         by reference (the "Equipment"), in the following quantities and upon
         the following terms:

              PERIOD                             MINIMUM EQUIPMENT PURCHASES
              ------                             ---------------------------

              12/01/97 through     400 parts washer units plus 200 brake washers
              12/31/97             payment net ninety (90) days

              01/01/98 through     600 parts washer units plus brake washers as
              03/31/98             ordered - payment net ninety (90) days

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         1.2 First Recovery shall purchase the Equipment from SystemOne by
         submitting written purchase orders to SystemOne, consistent with the
         quantities set forth in Section 1.1 hereof. SystemOne will accept such
         purchase orders and sell the Equipment to First Recovery. Each unit of
         Equipment purchased by First Recovery pursuant to Section 1.1 hereof
         shall be made available by SystemOne for pickup by First Recovery
         within five (5) business days of the date of SystemOne's receipt of
         First Recovery's purchase order F.O.B. SystemOne's manufacturing
         facility. With respect to purchase orders for Equipment in excess of
         the quantities set forth in Section 1.1 hereof, SystemOne may, at its
         option, determine to sell the equipment to the extent the Equipment is
         available, upon the following terms:

                  (A) SystemOne shall notify First Recovery by both fax and
                  telephone when any order is available for pickup at
                  SystemOne's facility (this notice shall hereafter be referred
                  to as the "Availability Notice").

                  (B) Upon receipt of an Availability Notice, First Recovery
                  shall arrange for shipping and/or transportation of the
                  Equipment from SystemOne's facility and pay all shipping,
                  insurance and related costs. Risk of loss and title to the
                  Equipment shall pass to First Recovery upon pickup of the
                  Equipment by, or on behalf of, or for the account of First
                  Recovery at SystemOne's manufacturing facility.

                  (C) First Recovery shall use reasonable and good faith efforts
                  to pick up or cause the pick up of the Equipment that is the
                  subject of an Availability Notice within ten (10) business
                  days of receipt of the Availability Notice; provided, however,
                  that Equipment required to be purchased by First Recovery
                  during the period December 1, 1997 through December 31, 1997
                  as set forth in Section 1.1 hereof, shall be picked up by
                  First Recovery on or before December 31, 1997. First Recovery
                  will cause the Equipment to be shipped to a Service Center (as
                  hereinafter defined).

                  (D) All Equipment purchased from SystemOne by First Recovery
                  shall be factory filled with ProMax/registered trademark/ 2000
                  Solvent provided to SystemOne at no additional cost by First
                  Recovery.

                  (E) At the request of First Recovery, SystemOne shall handle,
                  deliver and install units of Equipment purchased by First
                  Recovery from SystemOne which have been sold or leased by
                  First Recovery or required under First Recovery's "free trial
                  program" within the First Recovery Territory. First Recovery
                  agrees that it shall, from time to time, advise SystemOne of
                  its free trial program Equipment requirements. As described in
                  Section 1.3 below, a portion of the per unit handling fee to
                  be paid by First Recovery set forth on EXHIBIT A hereto
                  represents the cost of handling, delivering and installing
                  such Equipment (the "Handling Fee"). As set forth on EXHIBIT
                  A, the Handling Fee shall be adjusted based on the monthly
                  volume of Equipment handled, delivered and installed by
                  SystemOne.

         1.3 During the Term, for each unit of Equipment purchased by First
         Recovery, First Recovery shall pay to SystemOne the Purchase Price as
         set forth on EXHIBIT A, which includes payment for (i) the purchase of
         the unit of Equipment; (ii) the labor involved in the initial factory
         fill of the Equipment with ProMax 2000 Solvent provided by First
         Recovery as set forth in Section 1.2(d); (iii) the handling, delivery
         and installation of Equipment, as set forth in Section 1.2(e); and (iv)
         warranty services for a period of five (5) years with respect to
         Equipment purchased during the term of this Agreement in accordance
         with SystemOne's standard warranty policy as set forth in EXHIBIT B,
         attached hereto and incorporated herein by reference. First Recovery
         shall pay SystemOne the Purchase Price for Equipment purchased within
         ninety (90) days of the date of SystemOne's invoice.


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2. TERM/TERMINATION

         This Agreement shall terminate on June 30, 1998. Additionally, either
         party shall have the right to terminate this Agreement (i) five (5)
         days after any default in payment by the other party; (ii) at any time
         by giving thirty (30) days prior written notice to the other party if
         the other party has breached any of its material duties or obligations
         under this Agreement, other than a default in payment, provided that
         the non-defaulting party has requested the other in writing to
         immediately commence curing the default or breach and to either
         complete curing the same within twenty (20) business days or to pursue
         with due diligence the prompt curing of same if it cannot be cured
         within twenty (20) business days, and, if the same is not then cured,
         then the non-defaulting party may, without prejudice to any other right
         or remedy it may have, terminate this Agreement; or (iii) immediately
         by either party if the other party is finally adjudicated to be
         insolvent or bankrupt or a trustee or receiver in bankruptcy has been
         appointed for such party and not discharged within sixty (60) days.

3. TITLE, RISK OF LOSS

         Title and risk of loss to each unit of the Equipment purchased by First
Recovery shall pass to First Recovery upon loading of the Equipment on First
Recovery's designated transportation vehicle at SystemOne's manufacturing
facility, as set forth in Section 1.2(b) and as provided in Section 1.2(c). As
more fully set forth in Section 7.1 hereof, SystemOne shall maintain insurance
coverage on, among other things, the Equipment owned by First Recovery which is
to be handled, delivered and installed by SystemOne naming First Recovery as an
additional insured and loss payee.

4. TERRITORY

         4.1 Except as otherwise specifically provided herein, during the Term
         of this Agreement, (i) First Recovery shall have exclusive rights to
         purchase from SystemOne and market and distribute through sale or lease
         the Equipment only in the counties in which the cities identified in
         EXHIBIT C, attached hereto and incorporated herein by reference, are
         located (the "First Recovery Territory") and to National Account
         Customers (as hereinafter defined). First Recovery shall not market
         and/or distribute, through sale, lease or otherwise, the Equipment to
         non-National Account Customers outside the First Recovery Territory.

         4.2 In marketing and distributing the Equipment in the First Recovery
         Territory and to any National Account Customer First Recovery shall
         have the right to use third parties or agents that it, or its
         affiliate, The Valvoline Company, a division of Ashland Inc.
         ("Valvoline"), currently has a distribution or agency business
         relationship with to assist in the sales, marketing and distribution of
         the Equipment in accordance with the requirements of this Agreement,
         including but not limited to subdistributors. First Recovery shall not
         use any third parties or agents in connection with the sale, marketing
         and distribution of the Equipment that it or Valvoline does not have a
         distribution or agency relationship as of the date hereof without the
         prior written consent of SystemOne, which consent shall not be
         unreasonably withheld, conditioned or delayed.

         4.3 With regard to the State of Florida ("Florida Territory"), during
         the Term SystemOne agrees that First Recovery may solicit trial
         placements of Equipment on behalf of SystemOne as a commissioned sales
         agent only, pursuant to which SystemOne will pay First Recovery a
         commission equal to ten percent (10%) of all completed sales or leases
         of Equipment with SystemOne customers with whom First Recovery
         solicited trial placements. Such solicitations by First Recovery shall
         be in accordance with procedures developed by and acceptable to
         SystemOne. Commission amounts due to First Recovery pursuant to this
         paragraph shall be paid


Mansur Purchase and Distribution    -Page 3
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         to First Recovery within sixty (60) days of the close of such sale or
         lease. First Recovery shall also have the right to transfer any
         Equipment purchased from SystemOne to Valvoline for use in its
         equipment loan program, provided that the total number of units of
         Equipment used by Valvoline in this manner in the Florida Territory
         during the Term shall not exceed three hundred (300) units. First
         Recovery shall have no power to bind SystemOne in any contractual
         relationship, assume any obligations, or make any warranties or
         representations on behalf of SystemOne; all proposals, pricing
         arrangements and all other aspects of any Equipment trial usage, sales
         or leases shall be made solely by SystemOne. Notwithstanding the
         foregoing, SystemOne shall have total freedom to sell, market, promote,
         and distribute the Equipment in the Florida Territory and First
         Recovery shall have no rights whatsoever with regard to the Florida
         Territory.

         4.4 With respect to national customers, which means any customer that
         operates in more than one state and in more than fifteen (15) locations
         ("National Account Customers"), First Recovery may, during the Term
         hereof, on an exclusive basis, sell, market and distribute the
         Equipment, in accordance with the terms of this Agreement, provided
         that, prior to any sale of Equipment to any National Account Customer
         location located outside a one hundred twenty (120) mile radius from
         the nearest Service Center, the parties will mutually agree on the
         method of providing service center support for any Equipment acquired
         by such National Account Customer location. The foregoing shall not be
         deemed to require SystemOne to open or maintain any Service Center
         except as expressly provided herein.

         4.5 First Recovery shall use reasonable efforts (utilizing its and
         Valvoline's marketing, distribution and management systems) to develop,
         promote and expand the market for, and sell the Equipment throughout
         the First Recovery Territory. Subject to the terms of this Agreement,
         including Section 9, First Recovery shall assume sole responsibility
         for all dealings between it and its customers or prospective customers,
         including all credit risks and risks regarding collection of
         receivables with respect to Equipment sold or leased by it to third
         parties, and for matters relating to the supply and composition of the
         ProMax 2000 solvent.

5. INSTALLATION, SERVICE AND MAINTENANCE OF EQUIPMENT

         5.1 SystemOne plans to establish service centers and employ service
         technicians to install and service such Equipment (each, a "Service
         Center") in accordance with the schedule set forth in EXHIBIT D
         attached hereto and incorporated herein by reference. It is intended
         that at least one Service Center shall be located in a centralized
         location in each of the cities identified in EXHIBIT C so as to provide
         convenient and prompt service to Equipment owners or users. The Service
         Centers are intended to provide the following services: (i) install
         trial units of Equipment purchased by First Recovery for installation
         at First Recovery customer locations for evaluation of future purchase
         or lease of the Equipment; (ii) install Equipment purchased by First
         Recovery at First Recovery customer locations as reasonably requested
         by First Recovery; (iii) provide basic training to First Recovery
         purchasers/lessees of the Equipment on the proper care and use of the
         Equipment upon installation; (iv) perform standard warranty and
         maintenance service and repairs; and (v) provide temporary storage of
         the Equipment as set forth in Section 1.2(e).

6. PATENT/TRADEMARKS

         6.1 SystemOne represents, warrants and covenants to First Recovery
         that, to its knowledge, the patents with respect to the Equipment are
         valid and current, and that it has received no notice, and is not
         aware, that the patents and related intellectual property infringe upon
         any rights of any third party. SystemOne shall defend, indemnify and
         hold harmless First Recovery, its parent, subsidiaries and affiliate
         corporations, and its and their officers, directors, employees and
         agents,


Mansur Purchase and Distribution    -Page 4
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         from and against any and all claims, liabilities, suits, proceedings,
         judgments, order, fines, penalties, damages, losses, costs and
         expenses, including reasonable attorneys' fees which it or they may
         hereafter incur, become responsible for or pay out as a result of
         circumstances which relate to the design of, patentability of, patent
         on, or intellectual property related to the Equipment.

         6.2 Subject to the terms hereof and solely in connection with the
         performance of First Recovery's obligations under this Agreement,
         SystemOne grants to First Recovery, a revocable nonexclusive license
         ("Revocable License") to use the trademarks, trade names, trade dress
         and other designations of source or quality of SystemOne as identified
         on EXHIBIT E, attached hereto and incorporated herein by reference.
         Such Revocable License shall be strictly limited to First Recovery's
         activities in marketing and distributing the Equipment, either by sale
         or lease to its customers, and shall survive termination or expiration
         of this Agreement only to the extent that First Recovery is continuing
         to market and distribute Equipment purchased during the Term. First
         Recovery acknowledges that nothing in this Agreement gives it any
         right, title or interest in the technology, copyrights, trade secrets,
         patents, trademarks, tradenames, trade dress and other property rights
         related to the Equipment and designations of source of quality, other
         than the Revocable License set forth in this Section 6.2. SystemOne
         shall have the right to approve, prior to use by First Recovery, of all
         marketing, advertising and other related materials prepared by or for
         use by First Recovery. Additionally, any marketing or other material
         prepared by or for use by First Recovery utilizing the name "SystemOne"
         shall bear an appropriate mark indicating that SystemOne is a
         registered trademark of Mansur.

         6.3 First Recovery shall not alter in any way the appearance of any of
         the units of Equipment and shall not remove, deface, alter or cover the
         SystemOne identification thereon, except that First Recovery can affix
         decals or other First Recovery information to the unit previously
         approved in writing by SystemOne.

         6.4 During the Term, First Recovery, including its affiliates,
         employees, officers, contractors, or agents, agrees (i) not to
         decompile and/or reverse engineer the Equipment or any component
         thereof, (ii) not to directly or indirectly apply for or attempt to
         acquire any rights, patents or copyrights relating to the Equipment or
         any component thereof; and (iii) that none of them has any rights or
         interest with respect to the technology, copyrights, trade secrets and
         patents and other property rights relating to the Equipment, including
         all materials, combinations, processes, equipment, design concepts,
         documents, data and information incorporating, based upon, or derived
         from the foregoing.

7. INSURANCE

         7.1 Without limiting, negating or reducing SystemOne's undertaking to
         indemnify, defend and hold harmless First Recovery as set forth in
         Section 9 of this Agreement, during the Term, SystemOne shall obtain
         and continue in full force and effect throughout the term of this
         Agreement the following insurance coverage:

/bullet/    Worker's Compensation                      Statutory
/bullet/    Employer's Liability                       $5,000,000 per occurrence
/bullet/    Public Liability                           $5,000,000 per occurrence
/bullet/    Contractual Liability                      $5,000,000 per occurrence
/bullet/    General Liability, including               $5,000,000 per occurrence
              products liability and completed
              operations


Mansur Purchase and Distribution    -Page 5
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                  The required insurance coverage shall be maintained with
         insurance companies qualified to provide coverage where business in
         conducted pursuant to this Agreement. SystemOne shall provide First
         Recovery with thirty (30) days prior written notice of any change,
         modification or termination in or of the above insurance coverage. Upon
         request, SystemOne shall provide First Recovery with an insurance
         certificate evidencing the required coverage and naming First Recovery
         as an additional insured. In addition to the above, SystemOne shall
         maintain all risk property insurance coverage on the Equipment owned by
         First Recovery which is to be handled, delivered and installed by
         SystemOne pursuant to Section 1.2(e) hereof and shall provide First
         Recovery, upon request, with an insurance certificate evidencing such
         coverage and naming First Recovery as an additional insured and loss
         payee as their interests may appear.

                  Notwithstanding the foregoing, after SystemOne has obtained
         the required insurance coverages, should the insurance premiums for
         such or similar coverage be increased by more than one hundred percent
         (100%), SystemOne shall not be obligated to maintain such insurance,
         provided that SystemOne has complied with the notice provisions of this
         Section.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

         8.1 SystemOne represents, warrants and covenants to First Recovery,
         effective as of the date of this Agreement and again as of the date of
         each shipment of Equipment purchased by First Recovery as follows:

                  (A) SystemOne's parent, Mansur, owns valid and current patents
                  for and other intellectual property related to the Equipment
                  and, to its knowledge, such property rights do not infringe on
                  the intellectual property rights of any third party;

                  (B) SystemOne is licensed to use and has the authority to
                  license others to use the intellectual property associated
                  with the Equipment;

                  (C) SystemOne believes that Mansur will be entitled to seek
                  enforcement of its patent against infringers on that patent,
                  including, but not limited to, enforcement against any third
                  party manufacturing identical or similar equipment;

                  (D) that SystemOne has the requisite skills and facilities to
                  fill requested orders for the Equipment in accordance with the
                  terms of this Agreement;

                  (E) that the Equipment purchased by First Recovery is
                  materially free from defects and will conform to SystemOne's
                  written performance criteria as set forth in EXHIBIT F,
                  attached hereto and incorporated herein by reference, and will
                  be covered by the manufacturer's standard warranties set forth
                  in EXHIBIT B, attached hereto and incorporated herein by
                  reference;

                  (F) that the Equipment has received safety certification from
                  Intertek Testing laboratories - ETL and C-ETL (Canada); and

                  (G) that SystemOne shall comply with all federal, state and
                  local laws, rules and regulations that may now or hereafter be
                  applicable to SystemOne's obligations under this Agreement in
                  manufacturing the Equipment.

         8.2      First Recovery represents, warrants and covenants to
                  SystemOne, effective as of the date of this Agreement and
                  again as of the date of each purchase of Equipment from
                  SystemOne as follows:


Mansur Purchase and Distribution    -Page 6
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                  (A) that First Recovery has the requisite skills, facilities
                  and personnel to market, promote and sell the Equipment in
                  accordance with the terms and requirements of this Agreement;

                  (B) that First Recovery is duly organized and validly existing
                  under the laws of the State of Delaware, has all requisite
                  power and authority to conduct its business as now and
                  proposed to be conducted and to execute, deliver and perform
                  it obligations under this Agreement; and that this Agreement
                  has been duly authorized and when executed and delivered will
                  represent a valid and binding obligation enforceable against
                  First Recovery in accordance with its terms;

                  (C) that First Recovery shall comply with all applicable
                  federal, state and local laws, rules and regulations of the
                  United States of America and of any state or political
                  subdivision thereof and of any other governmental unit or
                  agency that may now or hereafter be applicable to First
                  Recovery's obligations under this Agreement;

                  (D) that First Recovery shall notify SystemOne promptly upon
                  becoming aware of any adverse information relating to the
                  safety or effectiveness of the Equipment;

9. INDEMNIFICATION

         9.1 SystemOne shall indemnify, defend and hold harmless First Recovery,
         its parent, subsidiaries and affiliates, and its and their officers,
         directors, shareholders, employees and agents, from and against any and
         all claims, liabilities, suits, proceedings, judgments, orders, fines,
         penalties, damages, losses, costs, and expenses, including but not
         limited to reasonable attorney fees and other expenses of litigation,
         which it may hereafter incur, become responsible for or pay out as a
         result of death or bodily injuries to any person, destruction or damage
         to any property or contamination of or adverse effects on the
         environment, arising out of or resulting from SystemOne's patents on or
         other intellectual property related to the Equipment, any defect in the
         design of the Equipment, or the performance of or the maintenance of
         the Equipment, any negligent act or omission of SystemOne, or any
         breach of any provision of this Agreement by SystemOne, except to the
         extent that such claims, liabilities, suits, proceedings, judgments,
         orders, fines, penalties, damages, losses, costs and expenses are
         caused by or result from the fault or negligence of First Recovery.
         Additionally, SystemOne shall indemnify First Recovery for any
         uninsured losses incurred by First Recovery as a result of damage,
         theft or loss of Equipment resulting from the negligence, acts or
         omissions of the employees, agents and/or contractors of SystemOne in
         connection with its handling, delivery and installation of Equipment.
         For purposes of this Section, the term "First Recovery" shall include
         First Recovery's affiliates, officers, directors, shareholders,
         employees, invitees, agents and contractors.

         9.2 First Recovery shall indemnify, defend and hold harmless SystemOne,
         its parent, subsidiaries and affiliates, and its and their officers,
         directors, shareholders, employees and agents, from and against any and
         all claims, liabilities, suits, proceedings, judgments, orders, fines,
         penalties, damages, losses, costs, and expenses, including but not
         limited to reasonable attorney fees and other expenses of litigation,
         which it may hereafter incur, become responsible for or pay out as a
         result of any loss or damages it or they incur, death or bodily
         injuries to any person, destruction or any damage to any property or
         contamination of or adverse effect on the environment, arising out of
         or resulting from any negligent act or omission of First Recovery, or
         any breach of any provision of this Agreement by First Recovery, except
         to the extent that such claims, liabilities, suits, proceedings,
         judgments, orders, fines, penalties, damages, losses, costs and
         expenses are caused by or result from the fault or negligence of
         SystemOne. For purposes


Mansur Purchase and Distribution    -Page 7
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         of this Section, the term "SystemOne" shall include SystemOne's
         affiliates, officers, directors, shareholders, employees, invitees,
         agents and contractors.

10. INDEPENDENT CONTRACTOR

         Except for First Recovery's activities as a commissioned sales agent in
the Florida Territory, the parties acknowledge and agree that the relationship
hereby established between SystemOne and First Recovery is solely that of buyer
and seller and that each party is and shall remain an independent contractor
engaged in the operation of its own respective business and in the performance
of its obligations under this Agreement. The provisions of this Agreement shall
not be construed as authorizing or reserving to either party any right to
exercise any control or direction over the operations, activities, employees and
agents of the other in connection with this Agreement, it being understood and
agreed that the entire control and direction of such operations, activities,
employees and agents shall remain with such party. Neither party to this
Agreement shall have the authority to employ any person as agent or employee for
or on behalf of the other party to this Agreement for any purpose, and neither
party to this Agreement, nor any person performing any duties under or engaging
in any work at the request of such party, shall be deemed to be an employee or
agent of the other party to this Agreement. Neither party has any authority to
enter into any contract, assume any obligations, or make any warranties or
representations on behalf of the other party. Nothing in this Agreement shall be
construed to establish a partnership or joint venture relationship between the
parties.

11. FORCE MAJEURE

         The performance or observance by either party of any obligations of
such party under this Agreement, other than payment obligations, may be
suspended by it, in whole or in part, in the event of any of the following that
prevents such performance or observance: Act of God, war, riot, fire, explosion,
accident, flood, sabotage, strike, lockout, injunction, inability to obtain
fuel, power, raw materials, labor, containers or transportation facilities,
breakage or failure of machinery or apparatus, national defense requirements, or
any other cause (whether similar or dissimilar) beyond the reasonable control of
such party; provided, however, that the party so prevented from complying with
its obligations hereunder shall immediately notify in writing the other party
thereof (stating the nature of the event, its anticipated duration and any
action being taken to avoid or minimize its effect) and such party so prevented
shall exercise diligence in an endeavor to remove or overcome the cause of such
inability to comply. The suspension of performance shall be of no greater scope
nor longer duration than is required, and in no event longer than sixty (60)
days.

12. ASSIGNMENT

         This Agreement shall not be assigned nor can the performance of any
duties be delegated by any party without the prior written consent of the other
party, except that First Recovery may effect an assignment of this Agreement to
a parent, subsidiary or affiliate corporation upon prior written notice to
SystemOne, provided that the assignor's financial strength is equal to or
greater than that of First Recovery's.

13. CHOICE OF LAW

         This Agreement, including matters of construction, validity and
performance, shall be governed and construed in accordance with the laws of the
State of New York without giving effect to its choice of law rules.


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14. MISCELLANEOUS

         14.1 This Agreement constitutes the full understanding of the parties,
         a complete allocation of risks between them and a complete and
         exclusive statement of the terms and conditions of their agreement; and
         all prior agreements, negotiations, dealings and understandings,
         whether written or oral, including the Initial Agreement and the Second
         Agreement, regarding the subject matter hereof, are superseded by this
         Agreement. Additionally, any terms and/or conditions contained in any
         purchase order, oral or written, or in SystemOne's standard warranty
         policy, a copy of which is set forth as Exhibit B attached hereto,
         inconsistent with any terms and/or conditions set forth herein shall be
         of no force and effect unless consented to in writing by the party to
         be charged.

         14.2 No conditions, usage of trade, course of dealing or performance,
         understanding or agreement purporting to modify, vary, explain or
         supplement the terms or conditions of this Agreement shall be binding
         unless hereafter made in writing and signed by the party to be bound,
         and no modification shall be effected by the acknowledgment or
         acceptance of any forms containing terms or conditions at variances
         with or in addition to those set forth in this Agreement.

         14.3 No waiver by either party with respect to any breach or default or
         of any right to remedy and no course of dealing or performance shall be
         deemed to constitute a continuing waiver of any other breach or default
         or of any other right or remedy, unless such waiver be expressed in
         writing signed by the party to be bound.

         14.4 Section headings as to the contents of particular sections are for
         convenience only and are in no way to be construed as part of this
         Agreement or as a limitation of the scope of the particular sections to
         which they refer.

         14.5 In the event any term or provision of this Agreement, or any
         portion thereof, or any application of any term or provision shall be
         invalid or unenforceable, the remainder of this Agreement or any other
         application of such term or provision shall not be affected thereby.

         14.6 All rights conferred by this Agreement shall be binding upon,
         inure to the benefit of, and be enforceable against the respective
         successors and permitted assigns of the parties hereto.

         14.7 All notices, requests, and approvals required or permitted under
         this Agreement shall be deemed validly given if in writing and
         addressed to the party for whom intended at the address of such party
         set forth below, and shall be effective upon the earlier to occur of
         personal delivery or three (3) business days following such notice,
         request or approval having been deposited in the U.S. mail, postage
         prepaid, certified or registered, return receipt required.

         14.8 The parties agree that the terms and conditions of that certain
         Non-Circumvention and Non-Disclosure Agreement, dated as of July 20,
         1995, and between Mansur and First Recovery, a copy of which is
         attached hereto as EXHIBIT G, shall be incorporated by reference
         herein.

         14.9 This Agreement may be executed in identical duplicate copies. The
         parties agree to execute at least two identical original copies of this
         Agreement. Each identical counterpart shall be deemed an original, but
         all of which together shall constitute one and the same instrument.


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         IN WITNESS WHEREOF, First Recovery and SystemOne have caused their
respective authorized representatives to execute this Purchase and Distribution
Agreement effective as of the date first above written.

WITNESS:                                    ECOGARD, INC., INCLUDING THE FIRST
                                            RECOVERY DIVISION

____/s/__________________________           By:

_________________________________           Its:

WITNESS:                                    SYSTEMONE TECHNOLOGIES INC.

_______/s/_______________________           By:

_________________________________           Its:




Mansur Purchase and Distribution    -Page10
<PAGE>

THE CONFIDENTIAL PORTIONS OMITTED
---------------------------------
BELOW HAVE BEEN FILED SEPARATELY
--------------------------------
WITH THE SECURITIES AND EXCHANGE
--------------------------------
COMMISSION
----------
* INDICATES PORTIONS OMITTED.



                                   EXHIBIT A

                                       to
                               AGREEMENT BETWEEN

                  FIRST RECOVERY, A DIVISION OF ECOGARD, INC.
                                      and
                          SYSTEMONE TECHNOLOGIES INC.

                          Dated as of December 1, 1997




                              I. EQUIPMENT PRICING
                              --------------------
                                   **********
                                   **********
                                   **********

<PAGE>

                                                                       Exhibit B
                                [SystemOne Logo]
                           MANUFACTURER'S WARRANTIES


                             DEFECTS & PERFORMANCE

All SystemOne/registered trademark/ products ("Equipment") are warranted by
SystemOne/registered trademark/ Technologies, a division of Mansur Industries
Inc. ("Manufacturer"), to be free of defects in materials and workmanship and to
perform in accordance with the Manufacturer's specifications and operating
manual ("Warranty") for five (5) years commencing on the date of delivery
("Warranty Period"). During the Warranty Period, the Manufacturer will repair or
replace the Equipment with like Equipment, at its option, free of charge.

                             SOLVENT SUPPLY PROGRAM

A solvent supply program ("Supply Program") is available from the Manufacturer.
Under the Supply Program, the Manufacturer shall provide Lessee with a total of
thirty (30) gallons of 140/degree/ solvent per Equipment unit per year. The
price specified under the Lease shall be guaranteed for the first year of the
Lease term and thereafter adjusted for any changes in the Manufacturer's cost of
solvent. Lessee agrees to pay Manufacturer for excess usage of solvent over
thirty (30) gallons per Equipment unit per year at the current solvent price.
Lessee may cancel the Supply Program anytime during the Lease term upon ninety
(90) days notice to the Manufacturer provided Lessee uses only 140/degree/
solvent pursuant to the Manufacturer's operating manual and specifications.

                            ENVIRONMENTAL ASSURANCE

The Manufacturer warrants, under current interpretation of existing Federal and
state regulations, that the Equipment does not generate hazardous waste provided
(i) no hazardous materials or chemicals are added to or used with the Equipment
and (ii) the Equipment is operated in accordance with the Manufacturer's
operating manual. The Manufacturer has implemented a formal Environmental
Assurance Program to test and document the classification of Equipment residue
as NON haszardous. The Manufacturer, upon request from the customer, shall
provide customers with thirty (30) days of delivery (excluding customers who
currently are or become classified as Conditionally Exempt Small Quantity
Generators upon conversion to SystemOne/registered trademark/) with a labratory
analysis and test results, free of charge, documenting the non-hazardous status
of Equipment residue.


                            ------------------------


<PAGE>

THE CONFIDENTIAL PORTIONS OMITTED
---------------------------------
BELOW HAVE BEEN FILED SEPARATELY
--------------------------------
WITH THE SECURITIES AND EXCHANGE
--------------------------------
COMMISSION
----------
* INDICATES PORTIONS OMITTED.



                                   EXHIBIT C

                                       to
                               AGREEMENT BETWEEN

                  FIRST RECOVERY, A DIVISION OF ECOGARD, INC.
                                      and
                          SYSTEMONE TECHNOLOGIES INC.

                          Dated as of December 1, 1997

                            FIRST RECOVERY TERRITORY
      (which means each county in which each below-named city is located)

                                  ************
                                  ************
                                  ************

<PAGE>

THE CONFIDENTIAL PORTIONS OMITTED
---------------------------------
BELOW HAVE BEEN FILED SEPARATELY
--------------------------------
WITH THE SECURITIES AND EXCHANGE
--------------------------------
COMMISSION
----------
* INDICATES PORTIONS OMITTED.



                                   EXHIBIT D

                                       to
                               AGREEMENT BETWEEN

                  FIRST RECOVERY, A DIVISION OF ECOGARD, INC.
                                      and
                           SYSTEMONE TECNOLOGIES INC.

                          Dated as of December 1, 1997


                                  ************
                                  ************
                                  ************

                                       10
<PAGE>

                                                                       Exhibit E

Int. Cl.: 7
Prior U.S. Cls.: 13, 19, 21, 23, 31, 34 and 35
                                                              Reg. No. 2,024,010
UNITED STATES PATENT TRADEMARK OFFICE                   REGISTERED DEC. 17, 1996

                                   TRADEMARK
                               PRINCIPAL REGISTER

[SYSTEMONE LOGO]


MANSUR INDUSTRIES INC. (FLORIDA COR-     OTHER CONTAMINANTS, IN CLASS 7 (U.S.
 PORATION)                               CLS. 13, 19, 21, 31, 34 AND 35).
8425 S.W. 129TH TERRACE                    FIRST USE 1-15-1996; IN COMMERCE
MIAMI, FL  33156                         1-15-1996.

  FOR: MACHINES FOR WASHING INDUS-        SER. NO. 75-052,475, FILED 2-2-1996.
TRIAL PARTS WITH A CLEANING SOLUTION     TOM WELLINGTON, EXAMINING ATTOR-
IN ORDER TO REMOVE GREASE, OIL AND        NEY