CONSULTING AND ACQUISITION MANAGEMENT AGREEMENT

      Agreement  made this 7th day of  January  1997 by and  between  Aquagenix,
 Inc.,  a Florida  corporation  ("Company")  and  Shulman &  Associates,  Inc. a
 Florida corporation ("Shulman").

      Whereas,  Company  desires to engage the  services  of Shulman in order to
identify, evaluate and structure mergers,  consolidations,  acquisitions,  joint
ventures   and   strategic   alliances    (collectively   referred   herein   as
"Acquisitions")  and to provide certain financial public relations  services for
Company ;

      Whereas,  Shulman  desires  to  perform  such  services  on  behalf of the
Company; and

      Whereas,  the parties desire to set forth the terms and conditions of such
consulting arrangement;

      Now Therefore,  in consideration  of the mutual promises  contained herein
and intending to be legally bound hereby, the parties agree as follows:

      1.CONSULTING SERVICES.

         1.1 Company  hereby agrees to retain  Shulman as a consultant to assist
the Company in the  identification,  evaluation,  structuring,  negotiating  and
closing of business  acquisitions for the account of Company upon such terms and
conditions as are reasonably acceptable to Company.  Notwithstanding anything to
the contrary contained herein, each Acquisition shall be subject to the approval
of the Company,  which approval may be withheld or delayed for any reason in the
Company's sole and absolute discretion.

             1.2 Shulman  shall,  in connection  with each proposed  Acquisition
assist the Company as requested in the consummation of the  transaction.  If any
Acquisition is completed by the Company or an affiliate  during the term of this
Agreement,  Shulman shall be entitled to the fees set forth in subparagraph  3.2
hereof.

        1.3 Shulman, in addition, agrees to assist and advise the Company in its
financial  public  relations by working with outside entities as directed by the
Company.

      2.TERM.
              This  Agreement  shall be for a term of three (3)  years  from the
date hereof.  However,  the  Agreement  may be terminated by either party on the
annual  anniversary  date of this  Agreement upon thirty (30) days prior written
notice.


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      3.COMPENSATION.
              The Company  shall pay the  following  compensation  to Shulman in
consideration of the services to be rendered hereunder:

        3.1 A monthly fee of one thousand ($1,000.00) dollars during the term of
this Agreement. Such fee shall include normal out of pocket expenses incurred by
Shulman.  Any extraordinary  expenses for which Shulman desires to be reimbursed
must be approved in advance by the Company;

        3.2 Upon the  consummation  of each  Acquisition  by the  Company  or an
affiliate,  a fee of three  (3%)  per cent of the  Aggregate  Market  Value  (as
defined)  of the  Acquisition  to be paid in cash or  registered  shares  of the
Company 's common stock at the sole discretion of the Company.

        3.3 Aggregate  Market Value means (i) in the event that the Company,  or
its stock is  acquired,  the  number of fully  diluted  shares of the  Company's
common stock so acquired  times the fair market value per share of the cash paid
and/or the securities  issued by the acquiring party, (ii) in the event that the
Company  acquires  another  entity , or its stock,  the fair market value of the
cash paid and/or the  securities  issued by the Company for such other  entity's
common stock, and (iii) in the event of an Acquisition of the Company's  assets,
or an  Acquisition by the Company of assets of another  entity,  the fair market
value of the pre-tax consideration  received or paid (as the case may be) by the
Company  including  assumption  of  indebtedness.   For  the  purposes  of  this
Agreement,  the  fair  market  value  of  equity  and  debt  securities  will be
determined  based upon (i) the  closing  sale price for such  securities  in the
registered  national  securities  exchange  providing the primary market in such
securities on the last trading day prior to the closing date of the  Acquisition
or other transaction,  (ii) if such securities are not so traded, the average of
the  closing  bid prices as  reported  by the Nasdaq  for the  previous  ten(10)
consecutive  trading days prior to closing,  or (iii) if such securities are not
so traded or  reported,  as  determined  in good faith  estimate of the Board of
Directors of the Company.

        3.4 In the event this Agreement is terminated or expires, the provisions
of  subparagraphs  3.2 and 3.3 shall be in effect  for a period of one year from
such  termination  date;  and with  respect to any  Acquisitions  introduced  by
Shulman to the Company for a period of two years from the termination date.

        3.5 Upon the execution of this Agreement the Company shall grant Shulman
options to purchase  three hundred  thousand  (300,000)  shares of the Company's
common stock, such options to be effective as of  January 7,1997 and exercisable
for a period of three  years from that date at a price of $7.00 per share.  Upon
the  exercise  of  these  options  by  Shulman,  the  Company shall register the
underlying shares within ninety (90) days from such exercise.

        3.6 In addition, the Company shall grant Shulman two hundred twenty-five




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thousand  (225,000)  options to purchase shares of the Company's common stock at
$6.00 per share,  such options shall be exercised  within sixty (60) days of the
execution of this Agreement. Such shares shall be registered by the Company upon
their exercise.

      4.DISPUTE RESOLUTIONS.
               Any dispute, controversy or claim between the Company, on the one
hand,  and Shulman on the other hand,  which arises out of , relates to or is in
connection with this Agreement or the subject matter hereof, shall be settled by
arbitration in the  jurisdiction  of the parties  against whom the proceeding is
initiated in accordance with the following principles:

                  (i) the party  demanding  arbitration  shall, in writing , set
forth the nature of the dispute, controversy or claim;
                 (ii) each of the Company and Shulman  shall name an  arbitrator
to resolve the dispute, with such arbitrators naming a third arbitrator;
                (iii) the  arbitrators,  sitting as a panel,  shall go carefully
into the merits of the asserted  dispute,  controversy or claim,  and shall have
full and complete  power,  authority and  jurisdiction to hear and determine any
and all  disputed  matters  and shall call,  and have the power to demand,  such
evidence as they deem necessary to a proper determination thereof;
                 (iv)  after a full and careful  consideration  of the  dispute,
controversy or claim and all matters related thereto, the arbitrators shall made
a report of its finding, and such report shall be final and conclusive and shall
be binding upon the parties;
                (v) a decision by any two arbitrators shall be deemed a decision
by all of the arbitrators; and
               (vi) the  arbitrators  shall execute an award upon its  decision,
and such award may be entered as a final,  nonappealable  judgement in any court
having jurisdiction.

      6.ENTIRE AGREEMENT.
         This  Agreement  contains the entire  agreement  among the parties with
respect to the  subject  matter  hereof  and  supercedes  all prior  agreements,
written or oral, with respect thereto.

      7.WAIVERS AND AMENDMENTS.
          This  Agreement  may be  amended,  modified ,  superceded,  cancelled,
renewed or extended , and the terms and conditions hereof may be waived, only by
a written  instrument  signed by the parties or, in the case of a waiver, by the
party waiving compliance. The rights and remedies herein provided are cumulative
and are not  exclusive of any rights or remedies  which any party may  otherwise
have at law or in equity.

      8.GOVERNING LAW.
                This  Agreement  shall be governed and  construed in  accordance
with the laws of the State of Florida.

      9.NO ASSIGNMENT.
               This Agreement is not assignable by the parties without the prior
consent of the others.





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         10.SEVERABILITY.
              The invalidity or  unenforceability  of any term, phrase,  clause,
paragraph, restriction, covenant, agreement or other provision of this Agreement
shall in no way affect the  validity or  enforcement  of any other  provision or
part thereof.

         11.NO AGENCY.
              Shulman  shall not,  without  the express  written  consent of the
Company,  hold himself out as the agent of the Company,  nor shall  Shulman have
the authority to bind the Company or incur liabilities on behalf of the Company,
except as otherwise provided for herein,  without the express written consent of
the Company.

         12.NOTICES.
              All notices to be given  hereunder  shall be in writing,  with fax
notices being an acceptable substitute for mail and/or and delivery to:
 
                      (i)  Shulman &Associates, Inc.
                           7777 Glades Road, Suite 201
                           Boca Raton, Florida 33434
                           Att. Manny Shulman, President

                      (ii) Aquagenix Inc.
                           6500 NW 15th Avenue
                           Ft. Lauderdale, Florida 33309
                           Att. Andrew Chesler, President

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

                                          AQUAGENIX, INC.

                                          BY: /s/ Andrew Chesler
                                             --------------------------
                                              Andrew Chesler,President

                                          SHULMAN & ASSOCIATES,INC.

                                          BY: /s/ Manny Shulman
                                             --------------------------
                                              Manny Shulman, President