IMSCO TECHNOLOGIES, INC.
                                40 Bayfield Drive
                       North Andover, Massachusetts 01845
                                 (508) 689-2080



                                                      August 1, l996

WRA Consulting, Inc.
1800 Northeast 114th Street
Miami, Florida 33181


                          Re: IMSCO Technologies, Inc.

Dear    :

     I am  writing  this  letter  to  set  forth  our  understanding  about  WRA
Consulting,   Inc.'s  (the   "Consultant")   future   relationship   with  IMSCO
Technologies, Inc. (the "Company") and the direction the Company will be taking.
This understanding is as follows:


     1. For business advice and general  consulting  services,  the Company will
agree to issue to Consultant 400,000 shares of its common stock, $.001 par value
(the  "Shares")  and a Common Stock  Purchase  Option  entitling  Consultant  to
acquire an additional  400,000 shares of common stock,  for a price per share of
$1.50,  exercisable  over a period of five years (the  "Stock  Options")  on the
terms and conditions  discussed  below. The Company will use its best efforts to
cause the  Shares as well as the  shares  issuable  upon  exercise  of the Stock
Options to be registered  with the  Securities and Exchange  Commission  ("SEC")
using  Form  S-8 or  Form  S-3  promulgated  by the SEC to the  extent  eligible
thereunderor under any other registration  statement the Company may file in the
near future.

     2. With  respect to the Shares and Stock  Options,  the 400,000  Shares and
400,000  Stock  Options  will be issued to you as  follows:  150,000  Shares and
150,000 Stock Options at the time of the Interim Financing  described below, and
250,000  Shares and 250,000 Stock  Options upon  occurrence of the Capital Event
described below.

     3. Recognizing that the Company currently has limited capital resources and
it will need  additional  capital to pursue its business and  prospects and that
your  involvement  as  contemplated  herein will  require the use of  additional
capital,  if the Company is  unsuccessful  in raising a minimum of $1,000,000 of
debt or equity  financing  (the "Interim  Financing")  within 120 days after the
date  hereof,  this  Agreement  shall  have no  further  force or effect and the
additional  400,000 Shares and 400,000 Stock Options shall not be issued to you.
If the Interim Financing is consummated,  but the Company with your guidance and
assistance is  unsuccessful in  effectuating a significant  capital  transaction
(i.e., having a value of $5 million or greater, when aggregated with the Interim
Financing,  for the Company's  benefit)  (herein a "Capital Event") whether such
Capital  event  is a debt or  equity  financing  for the  Company  or any of its
subsidiaries,  or (ii) a business  combination for the Company or any subsidiary
within sixth months after closing the 


<PAGE>

Interim  Financing,  the  remaining  250,000 of Shares and 250,000 Stock Options
shall not be issued to you.  Thereupon,  neither  party  shall have any  further
claim  against or  liability  to the other with the respect to these  additional
Shares or Stock Options.

     4. Upon the occurrence of the Capital Event, as annual bonus  compensation,
during the term hereof,  you will receive 5% of Net Earnings of the Company,  as
defined below, in excess of $3 million per annum.  The term "Net Earnings" shall
mean the  earnings of the Company  before  taxes for each given  fiscal year and
shall be conclusively  determined to be those shown on the income  statement for
such  fiscal  year by the  Company in its Annual  Report on Form 10-KSB as filed
with the  Securities  and Exchange  Commission;  or, if the Company shall not be
subject to the  reporting  requirements  of Sections 13 or 15 of the  Securities
Exchange Act of l934, as shown on the  Company's  income  statement  audited and
certified by an independent certified public accountant.

     5.  Upon  the  occurrence  of the  Capital  Event,  for  subsequent  equity
financings,  the Company  shall pay you five  percent  (5%) of all funds  raised
through your efforts, or through a party introduced by you tothe Company.

     6. In addition to the  foregoing,  the Company shall also reimburse you for
any  out-of-pocket  disbursements  and expenses that you may reasonably incur in
connection with services rendered at the request of the Company, upon submission
of substantiation therefor. Notwithstanding,  you shall not incur an expense for
in excess of $500 without the prior consent of the Company.

     The Company's  obligations set forth in this letter are subject to approval
by the  Company's  Board of  Directors,  which the Company shall seek as soon as
practicable upon receipt of an executed copy of this Letter Agreement from you.

     If the foregoing  correctly sets forth our  understanding,  kindly indicate
your  agreement by signing the enclosed copy of this letter where  indicated and
returning it to me at your earliest convenience.  I truly look forward to a long
and mutually prosperous relationship.

                                       With kind regards,

                                       IMSCO TECHNOLOGIES, INC.

                                       By:/s/ Sol L. Berg
                                          ------------------
                                          Sol L. Berg,
                                          President


AGREED and ACCEPTED this 14th day of August l996.

WRA Consulting, Inc.

/s/Willa Rose Abramson
   -------------------------
By: Authorized Signatory