TERMINATION AGREEMENT

      This TERMINATION AGREEMENT (this "Agreement"), executed and delivered as
of this 8TH day of May, 1998 by and between ADVANCED PARTICLE TECHNOLOGIES,
INC., A Delaware corporation ("APT"), and VANGKOE INDUSTRIES INC., a Florida
corporation ("VANGKOE");

      WHEREAS, APT and VANGKOE entered Into a Distributor Agreement dated as of
June 30, 1997 (the "Distributor Agreement") pursuant to which VANGKOE has
tendered certain services to APT in its capacity as distributor, and

      WHEREAS, the parties accordingly now desire to terminate the Distributor
Agreement.

      NOW THEREFORE, the parties agree to be legally bound as follows:

      1.    Termination of Distributor Agreement. Upon the Effective Time
            (defined below), the Distributor Agreement shall be void and of no
            further force or effect and hereby be terminated without further
            action by any of the parties hereto and without further rights and
            obligations on part of APT or VANGKOE.

      2.    Release. Upon execution of this Agreement VANGKOE hereby remises,
            releases, quitclaims, satisfies, and forever discharges APT,
            together with its officers, directors, employee; agents and other
            representatives of and from all, and all manner of action and
            actions, cause and causes of action, suits, debt, dues, sums of
            money, accounts, covenants, contracts, controversies, agreements,
            promises, variances, trespasses, damages, judgements, executions,
            claims, and demands whatsoever, in law or in equity, arising out of
            or related to Distributor Agreement with APT, whether known or
            unknown, in law or in equity.

      3.    Terms. APT Agrees to pay the sum of seventy-five thousand dollars
            (75,000) to VANGKOE in consideration of VANGKOEs release and
            termination of the Distributor Agreement outlined in section 1 and 2
            above and its investment and effort in the swimming pool market to
            provide APT with access and awareness to the pool plaster
            compounders and large particle distributors, creating product
            awareness and initial demand for products covered in the Distributor
            Agreement, and development of product literature, specification
            sheets etc.

            VANGKOE agrees to have any sums owed under this agreement to be
            offset by amounts owed to and outstanding, if any to APT before any
            sums will be paid to VANGKOE.

            VANGKOE agrees to provide customer lists, competitive marketing
            strategies, technical papers and literature and general information
            generated from VANGKOE's investments in trade show attendance and
            presentations regarding the swimming pool market.

      4.    Effective Time. The "Effective Time" for purposes of this Agreement
            shall mean May 8, 1998.

      5.    Sufficient time to review. VANGKOE acknowledges and agrees that
            VANGKOE has had sufficient time to review this Agreement, that
            VANGKOE has the right to
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Page Two of TERMINATION AGREEMENT

            consult with legal consul and other professional persons unrelated
            to the APT regarding this Agreement, and that VANGKOE has received
            all information they require from APT in order to make a knowing and
            voluntary release and waiver of all claims against APT under the
            Distributor Agreement.

      6.    Miscellaneous.

            (a) This Termination Agreement shall be governed by and construed in
            accordance with the laws of the State of Florida, without giving
            effect to principles of conflict of laws.

            (b) This Agreement may be executed in any number of counterparts,
            each of which shall be deemed an original and all of which together
            shall constitute one and the same document.

            (c) If any provision of this Agreement is invalidated by a Court of
            competent jurisdiction, then all of the remaining provisions of this
            Agreement shall remain in full force and effect.

            (d) This Agreement constitutes the entire agreement between the
            parties hereto with respect to the matters set forth herein and
            supersedes in its entirety any and all agreements or communications,
            whether written or oral, previously made in connection with the
            matters herein. Any agreement to amend or modify the terms and
            conditions of this Agreement must be in writing and executed by both
            parties hereto.

      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement, as of the date first written
above.


ADVANCED PARTICLE TECHNOLOGIES, INC.


By: /s/ William Amt
   ---------------------------

Name: William Amt
     -------------------------

Title: President
      ------------------------


VANGKOE INDUSTRIES, INC.


By: /s/ Jeff Koebrick
   ---------------------------

Name: Jeff Koebrick
     -------------------------

Title: President
      ------------------------