EXHIBIT 21.1         SUBSIDIARIES

Subsidiary Name                         State of Incorporation

Sonotron Medical Systems, Inc.          Delaware
Vet-Sonotron Systems, Inc.              Delaware
Pegasus Laboratories, Inc.              New Jersey
AA Northvale Medical Associates, Inc.   New Jersey
Enviro-Pack Development Corporation     New Jersey
Arthritic Relief Centers, Inc.          Nevada
Precision Assembly Corporation          New Jersey
Immuno-Therapy Corporation              New Jersey (A subsidiary of
                                                    Precision Assembly
                                                    Corporation)












































Exhibit 10.8

===========================================================================

                     ASSET AND RIGHTS PURCHASE AGREEMENT

                                   between

                        NEW ENGLAND ACQUISITIONS, INC.

                                     and

                         ADM TRONICS UNLIMITED, INC.

                                    dated

                                MARCH 21, 2002

===========================================================================

                     ASSET AND RIGHTS PURCHASE AGREEMENT

        This Asset and Rights Purchase Agreement (this Agreement) is entered
into this 21st day of March 2002, by and between ADM Tronics Unlimited, Inc.,
a Delaware corporation, (ADM) and New England Acquisitions, Inc., a Florida
corporation (NEAI).

                             W I T N E S S E T H:

        WHEREAS, ADM has developed a pain relieving lotion for temporary
relief of pain associated with minor burns (the Burn Lotion), a brushless
shave cream for use by individuals with a condition known as
pseudofolliculitus barbae (the Ethnic Shaving Cream) and an electronic
device for the treatment and control of Tinnitus (the Aurex-3"); and

        WHEREAS, NEAI desires to acquire certain rights to the Burn Lotion,
the Ethnic Shaving Cream and the Aurex-3, (collectively, the ADM Products);
and

        WHEREAS, ADM desires to purchase and NEAI desires and to sell 150,375
shares of NEAI's Common Stock, $.00001 par value (the Shares) upon the terms
and conditions contained herein.

        NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto covenant and
agree as follows:

<PAGE>2
                               ARTICLE 1

PLAN OF ACQUISITION

1.1     Assets, Properties and Rights to be Purchased.  On the terms and
        subject to the conditions set forth herein, effective on the Closing
        Date (as defined below), except as set forth in Exhibit 1.1 hereto,
        ADM shall sell, assign, convey, transfer and deliver to NEAI, its
        successors and assigns, and NEAI shall purchase and acquire from ADM,
        the following assets, properties and certain rights of ADM used in the
        sale and rental of ADM Products (collectively with the rights
        described in Sections 1.2 and 1.5 hereof, the Assets and Rights),
        free and clear of any and all liens, claims and encumbrances.

        The Assets and Rights shall consist of:

        (a)     with respect to Aurex-3, the rights to the use of the trade
                names, logos and other trade designations, including all
                applications therefor and registrations thereof and all other
                statutory or common law rights ADM has or may have therein;

        (b)     two (2) demonstration units of the Aurex-3;

        (c)     all rights relating to (i) the Ethnic Shave Cream for sale by
                NEAI under its own label, commonly referred to as private
                label and (ii) the  Burn Lotion, neither of which may be sold
                by NEAI under any trademarks,  trade names or designations
                used by ADM as of the date hereof.

        (d)     with respect to the Aurex-3, use of all permits, approvals,
                licenses and authorizations held by ADM relating to the
                marketing of the Aurex-3, all as listed and described on
                Schedule 1.1(d) hereto;

        (e)     with respect to the Aurex-3, all reasonably available
                marketing materials, including but not limited to, trade show
                displays, masters, proofs, photos, computer files and artwork
                in ADM's possession relating to the ADM Products;

        (f)     subject to the provisions of Exhibit 1.1 hereto, all rights
                relating to any other shave creams developed by or to be
                developed by ADM or any subsidiary (Other Shave Creams)
                thereof subject only to the payment of minimum royalties as
                set forth in Schedule 1.5.; and

        (g)     All of ADM's rights with respect to enforcement of any and all
                noncompetition, nonsolicitation, confidential and proprietary
                information obligations between ADM and the employees or
                former employees of ADM not employed by NEAI after the Closing
                (as defined below) with respect to the ADM Products, provided,
                however, that ADM makes no representation or warranty as to
                the enforceability of ADM's rights.
<PAGE>3

1.2     NEAI's Freedom to Practice Under ADM's Patents. Except as otherwise
        expressly set forth in Schedule 1.2, from and after the Closing Date,
        ADM hereby grants NEAI freedom, under ADM's Patents, as that term is
        hereinafter defined, to exclusively market the Aurex-3 subject to the
        conditions set forth herein.  Nothing herein shall constitute an
        assignment of ADM's Patents to NEAI.  If in the opinion of patent
        counsel acceptable both to ADM and to NEAI, any of ADM's Patents is
        infringed by a third party who manufactures and markets a product
        deemed substantially equivalent to any of the ADM Products, then, if
        requested to do so by NEAI, ADM shall file an infringement action in a
        Federal Court against the third party to enjoin such infringement and
        to collect damages therefor.  All legal and other expenses incurred in
        this action shall be borne by NEAI and all damages recovered in this
        action shall be transferred to NEAI.

1.3     Certain Definitions.

        (a)     ADM's Patents as used herein shall mean patents and patent
                applications listed on Exhibit 1.2 hereto, continuations,
                continuations-in- part, divisions and reissues thereof.

        (b)     ADM's ATechnology and Know-how as used herein shall mean all
                reasonably available data, information, design specifications
                (electrical and mechanical designs and redesigns) and
                operating instructions and procedures owned by ADM related to
                the ADM Products.

1.4     Certain rights Reserved by ADM. Notwithstanding anything herein to the
        contrary, ADM expressly reserves the sole right to research, have
        researched, develop, have developed, manufacture, have manufactured,
        market and have marketed all products based on ADM's Patents and ADM's
        Technology and Know-how for use, throughout the world, other than for
        or in connection with the ADM Products and, subject to the provisions
        of Schedule 1.5, Other Shave Creams, or improvements or modifications
        thereof.  Nothing contained in this paragraph shall detract from the
        rights granted to NEAI in Section 1.2 hereof, and any new innovations
        made by NEAI independently of the use of ADM's Patents or ADM's
        Technology and Know-how shall be the joint property of NEAI and ADM.

1.5     NEAI's Rights to Additional Information and Know-how of ADM.  From and
        after the Closing Date, ADM further agrees to provide to NEAI the
        following for use by NEAI in the marketing of the ADM Products, to the
        extent in ADM's possession:

        (a)     copies of all manuals and documents relating to operating
        procedures for the Aurex-3;

        (b)     copies of all FDA related documentation concerning Aurex-3,
        customer complaint files, FDA audit results and closing letters, any
        FDA communications or follow-up letters, any unredacted FDA filings
        and correspondence.

1.6     Assets Not Purchased:  Except for the Assets and Rights, ADM
        specifically does not agree to sell, assign or otherwise convey to
        NEAI any other assets or properties, all of which other assets and
        properties shall remain the sole property of ADM, including without
        limitation but not limited to, the following assets and properties:

        (a)     furniture, fixtures and other assets used by ADM in the
        business of developing, manufacturing or marketing ADM Products; and

        (b)     accounts receivable of ADM accruing prior to the Closing Date,
        including open orders for sales of ADM Products;.

<PAGE>4

1.7     Consideration.  In full consideration of the sale and transfer of the
        Assets and Rights, NEAI shall deliver to ADM 150,375 shares of $.00001
        par value common stock of NEAI (NEAI Stock) registered in the name
        of ADM and shall make the payments as described in Schedule 1.5 and in
        Exhibit 4.7 attached hereto (the Purchase Price).

1.8     Liabilities Not Assumed.  NEAI does not assume or agree to pay or
        discharge any debts,  liabilities or obligations of ADM.

1.9     Effective Date and Closing Date.  The Effective Date of this Agreement
        shall be the date this Agreement is executed by all parties. The
        closing of the transactions contemplated by this Agreement (the
        Closing) shall take place as of the close of business, New York City
        time, at the offices of ADM at 224-S Pegasus Avenue, Northvale, New
        Jersey 07647 not more than ten days after all of the conditions to
        Closing hereinbelow set forth are satisfied or waived (the date on
        which the Closing takes place being the Closing Date) or at such
        other time and place as the parties hereto shall agree.  If the
        Closing Date has not occurred on or before September 30, 2002, each
        party shall have the right to terminate this Agreement as hereinbelow
        provided.

1.10    Execution and Delivery of Closing Documents.  At the Closing, (a) ADM
        will deliver to NEAI such assignments, consents to assignments and
        good and sufficient   instruments of transfer and conveyance as shall
        be necessary to transfer, assign and convey to, and to vest in, NEAI
        good and merchantable title to the Assets and Rights, free and clear
        of all liens, claims and encumbrances and such lists and descriptions
        of the Assets and Rights and such other documents as NEAI may
        reasonably request and (ii) NEAI will deliver to ADM the NEAI Shares
        and any payments required pursuant to Schedule 1.5 due at closing.  At
        the Closing, each party also will execute and deliver such other
        appropriate and customary documents as any other party reasonably may
        request for the purpose of consummating the transactions contemplated
        by this Agreement.  All actions taken at the Closing will be deemed to
        have been taken simultaneously at the time the last of any such
        actions is taken or completed.

1.11    Covenant to Defend Title.  Effective as of the Closing Date, ADM
        hereby binds itself, and its successors and assigns, at ADM's sole
        cost and expense, to warrant and defend title to the Assets unto NEAI,
        and its successors and assigns against every person whomsoever
        lawfully claiming the same or any part thereof.

1.12    Minimum Purchase of Aurex-3.  In the event that NEAI does not purchase
        a minimum of 90 Aurex-3 devices from ADM within one year immediately
        subsequent to the closing, with such minimum to increase by 10% above
        the previous year's minimum for each year thereafter, ADM shall have
        the right to terminate this Agreement solely with respect to any
        provisions related to the NEAI's exclusivity with respect to the
        Aurex-3.

1.13    Further Assurances.  After the Closing, the parties hereto shall
        execute and deliver such additional documents and take such additional
        actions as either party may reasonably deem to be practical and
        necessary or advisable in order to consummate the transactions
        contemplated by this Agreement and to vest more fully in NEAI the
        ownership of and rights to the Assets and Rights granted hereunder as
        they existed immediately prior to the Closing and to vest more fully
        in ADM the ownership of and rights to the NEAI Shares

<PAGE>5
                                  ARTICLE 2

                    REPRESENTATIONS AND WARRANTIES OF ADM

ADM represents and warrants to NEAI as follows:

2.1     Organization and Good Standing of ADM.  ADM is a corporation duly
        organized, validly existing and in good standing under the laws of the
        State of Delaware.

2.2     Power and Authority.  ADM has the corporate power and authority to
        own, lease and operate its properties and assets and to carry on its
        business relating to the Assets as currently being conducted.

2.3     Authorization and Validity.  ADM has the corporate power and authority
        to execute, deliver and perform its obligations under this Agreement
        and the other documents executed or required to be executed by it in
        connection with this Agreement.  This Agreement and the other
        documents executed or required to be executed by ADM in connection
        with this Agreement have been or will be duly authorized by all
        necessary corporate action.

2.4     Binding Effect.  This Agreement and the other documents executed or
        required to be executed by ADM in connection with this Agreement have
        been or will have been duly executed and delivered by ADM and are or
        will be, when executed and delivered, the legal, valid and binding
        obligations of ADM enforceable in accordance with their terms except
        to the extent that:

        (a)     enforceability may be limited by bankruptcy, insolvency or
                other similar laws affecting creditors' rights;

        (b)     the availability of equitable remedies may be limited by
                equitable principles of general applicability; and

        (c)     rights to indemnification may be limited by considerations of
                public policy.

2.5     No Violation.  Neither the execution and performance of this Agreement
        or the agreements described herein nor the consummation of the
        transactions described herein or therein will:

        (a)     result in a violation or breach of (i) the certificate of
                incorporation or by-laws of ADM; or (ii) any material
                agreement or other material instrument under which ADM is
                bound or to which any of the Assets are subject, or result in
                the creation or imposition of any lien, charge or encumbrance
                upon any of the Assets, or

        (b)     violate, in any material respect, any applicable law or
                regulation or any judgment or order of any court or
                governmental agency.

        To the best of its knowledge, ADM has complied in all material
        respects with all applicable laws, regulations and licensing
        requirements, and has filed with the proper authorities all necessary
        statements, applications, notices, reports and any other filings with
        respect to ADM's business, except where the failure to do so would not
        reasonably be expected to have a material adverse effect on the Assets
        or the intended use thereof by NEAI.

<PAGE>6

2.6     Permits and Licenses; Compliance.  To the best of its knowledge, ADM
        possesses all necessary governmental licenses, franchises, permits,
        approvals, authorizations, and rights necessary for NEAI to engage in
        the marketing of the ADM Products and that, if not possessed, could
        not reasonably be expected to have a material adverse effect on the
        Assets and Rights or the intended use thereof by NEAI.  To the best of
        its knowledge, ADM is in compliance with all such governmental
        licenses, franchises, permits, approvals, authorizations, or rights,
        and all federal, state or local laws or regulations applicable to the
        Assets except where the failure to be in compliance would not
        reasonably be expected to have a material adverse effect on the Assets
        or the intended use thereof by NEAI.

2.7     Title to Assets.  ADM owns the Assets free and clear of all liens,
        claims and encumbrances. Upon consummation of the transactions
        contemplated hereby, NEAI shall receive good and valid title to the
        Assets, free and clear of all liens, claims and encumbrances.

2.8     Consents. No authorization, consent, approval, permit or license of,
        or filing with, any governmental or public body or authority, any
        lender or lessor or any other person or entity is required to
        authorize, or is required in connection with, the execution, delivery
        and performance of this Agreement or the agreements or transactions
        contemplated hereby on the part of ADM.

2.9     Description of the ADM Products.  No document heretofore furnished by
        ADM or any person acting on its behalf to NEAI or any person acting on
        its behalf with respect to the ADM Products (collectively, the
        Disclosure Documents) contains any untrue statement of a material
        fact or omits to state a material fact necessary to make the statement
        therein, in light of the circumstances under which they were made, not
        misleading. To the extent any of the ADM Products are described in
        ADM's Annual Report on Form 10-KSB for the fiscal year ended March 31,
        2001, such description does not contain any untrue statement of a
        material fact or omit to state a material fact necessary to make the
        statement therein, in light of the circumstances under which they were
        made, not misleading.  Since the date of which information has been
        furnished in such Annual Report and the Disclosure Documents,
        respectively, there has not been any material adverse change in or
        event affecting any of the ADM Products , the Assets or the rights to
        be acquired by NEAI hereunder.

2.10    Litigation. No legal or administrative or other adversary proceeding
        or investigation is currently pending against ADM and, to the best
        knowledge of ADM, none is threatened or contemplated by any
        governmental agency or other third party with respect to the Assets or
        the ADM Products.  ADM is not subject to any continuing court or
        administrative order, writ, injunction or decree applicable
        specifically to the Assets or which would affect the obligations of
        ADM or the rights of NEAI hereunder.  In connection with any of the
        ADM Products, ADM has not received any notice from a customer for any
        claim that could be made by such customer based upon inadequate or
        negligent services, defective products, or improper performance of or
        other breach of any contract with such customer by ADM.

<PAGE>7

2.11    Patents, Trademarks and Copyrights.  Other than as expressly set forth
        in Exhibit 2.11, ADM owns or is licensed to use all patents,
        trademarks, and copyrights, if any, necessary to manufacture and
        market the Aurex-3 without conflict with the rights of others and
        following the Closing, NEAI shall be entitled to use all such patents,
        trademarks and copyrights as are necessary to market the Aurex-3.
        Schedule 1.2 contains a true and correct description of the following:

        (a)     all trademarks, trade names, service marks, and other trade
                designations, common law rights, registrations, and
                applications for registration, and all patents, copyrights,
                and applications currently owned, in whole or in part, by ADM
                and used in the manufacture and marketing of the Aurex-3; and

        (b)     all material agreements relating to technology, know-how or
                processes that ADM is licensed or authorized to use by others
                and used in the manufacture and marketing of the Aurex-3.

2.12    Finder's Fee.   ADM has not incurred any obligation for any finder's,
        broker's, or agent's fee in connection with this Agreement or the
        transactions contemplated hereby.

2.13    Environmental and Other Matters.  ADM has manufactured and marketed
        the ADM Products with valid permits, licenses, authorizations,
        certificates, consents, exemptions and approvals (collectively,
        Permits) required under any applicable law, rule or regulation
        relating to or addressing the environment, health, safety or hazardous
        materials (collectively, Environmental Law), including Permits
        necessary for the ownership of the Assets or the operation of ADM's
        business.  There are no unresolved past or pending or, to ADM's
        knowledge, threatened claims under any Environmental Law against ADM
        with respect to the Assets, nor to ADM's knowledge are there any
        circumstances that may form a basis of any such claim.

2.14    Full Disclosure.  There are no facts pertaining to ADM or the business
        of ADM that are reasonably likely to have a material adverse effect on
        the Assets that have not been disclosed in this Agreement or the
        attached Schedules.  No representation or warranty of ADM in this
        Agreement, any attached Schedule, any certificate furnished or to be
        furnished by ADM to NEAI pursuant to this Agreement, or in connection
        with the transactions contemplated by this Agreement, contains or will
        contain any untrue statement of a material fact, or omits or will omit
        to state a material fact necessary to make the statements contained
        herein or therein not misleading.

2.15    Liens on Assets.  ADM represents that there are no liens held by any
        party on the Assets.

2.16    FDA Matters.  Set forth on Schedule 2.16 is a list of all complaints
        received since January 1, 1997 by ADM or its distributors or agents
        from customers and others with respect to the ADM Products.  ADM has
        notified the FDA of such complaints to the extent required by
        applicable law.

<PAGE>8

2.17    Disclaimer. Notwithstanding anything in this Agreement or elsewhere to
        the contrary, ADM does not warrant that NEAI will be successful,
        either in a business or a technical sense (for example, the design of
        products, materials or processes used in manufacture or in the sales
        and marketing methods used by ADM), as a result of purchasing the
        Assets or exercising the rights granted by ADM to NEAI hereunder.  In
        addition, ADM makes no representation or warranty with respect to the
        efficacy of the ADM Products or that any design, drawing, computer
        software, documentation, materials used, equipment used or processes
        used or adapted for the development or manufacture of the Assets or
        the use thereof by NEAI is sufficient or is fit for a particular
        purpose and ADM makes no representation or warranty that NEAI should
        rely on such design, drawings, materials, documentation, equipment or
        process.  ADM makes no representation or warranty that NEAI can or
        should continue to conduct the business of marketing of ADM Products
        in the same manner as it was conducted by ADM.  ADM has advised NEAI
        that there are many competing and overlapping patents, proprietary
        rights and trade secret claims in this area of business, and that NEAI
        shall rely on its own independent evaluation of the patents,
        proprietary rights and trade secrets in the conduct of its business.

2.18    Investment Representations and Warranties.

        (a)     The NEAI Shares will be acquired by ADM for its own account
                and not with a view to or for sale or other disposition in
                connection with any transaction that will not be exempt form
                the registration requirements of the Securities Act of 1933
                (the Securities Act) and  any applicable state securities
                laws.

        (b)     ADM is capable of evaluating the merits and risks of an
                investment in such NEAI Shares and has such knowledge,
                experience and skill in financial and business matters that it
                is capable of evaluating the merits and risks of the
                investment in NEAI Shares and the suitability of the NEAI
                Shares as an investment and can bear the economic risk of an
                investment therein for an indefinite period of time.  No
                guarantees have been made or can be made with respect to the
                future value, if any, of the NEAI Shares or the profitability
                or success of the business of NEAI.

        (c)     ADM understands that the NEAI Shares will not have been
                registered under the Securities Act or any applicable state
                securities laws, that the NEAI Shares will be characterized as
                restricted securities under federal securities laws, and
                that under such laws and applicable regulations the NEAI
                Shares cannot be sold or otherwise disposed of without
                registration under the Securities Act or an exemption
                therefrom.  In this connection, ADM represents that it is
                familiar with Rule 144 promulgated under the Act, as currently
                in effect, and understands the resale limitations imposed
                thereby and by the Securities Act.  Stop transfer instructions
                may be issued to the transfer agent for securities of NEAI (or
                a notation may be made in the appropriate records of NEAI) in
                connection with the NEAI Shares, but only to the extent
                customary for securities which are restricted securities.

        (d)     ADM understands that NEAI is the only person that can register
                the NEAI Shares under the Securities Act of 1933 and NEAI has
                no obligation or intension to do so.

        (e)     ADM consents to the placement of a legend on the certificate
                evidencing the NEAI Shares stating that they have not been
                registered under the Securities Act or under any other
                applicable securities laws, setting forth or referring to the
                restrictions on transferability and sale thereof and including
                placement of any additional language as may be required by
                applicable state securities laws.

        (f)     ADM is (i) aware that NEAI is a blank Check company as that
                term is used in Rule 419 (ARule 419") under the Securities Act
                of 1933 (the Act), (ii) is familiar with the provisions of
                Rule 419 and (iii) is aware that NEAI and this Agreement is
                subject to the provisions of Rule 419.

        (g)     ADM has downloaded, printed  and carefully reviewed NEAI's
                filings made with the Securities and Exchange Commission the
                (SEC).

<PAGE>9
                                  ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF NEAI

Subject to the provisions of Rule 419, NEAI represents and warrants to ADM as
follows:

3.1     Organization and Good Standing.  NEAI is a corporation duly organized,
        validly existing and in good standing under the laws of the State of
        Florida..

3.2     Power and Authority.  NEAI has the corporate power and authority to
        own, lease and operate its respective properties and assets and to
        carry on its respective business as currently being conducted and NEAI
        has the corporate power and authority to issue the NEAI Shares as
        herein provided.

3.3     Authority and Validity.  NEAI has the corporate power and authority to
        execute, deliver and perform its respective obligations under this
        Agreement and the other documents executed or required to be executed
        by it in connection with this Agreement, and this Agreement and the
        other documents executed or required to be executed by NEAI in
        connection with this Agreement have been duly authorized by all
        necessary corporate action of NEAI.

3.4     Binding Effect.  This Agreement and the other documents executed or
        required to be executed by NEAI in connection with this Agreement have
        been or will have been duly authorized, executed and delivered by NEAI
        and are or will be, when executed and delivered, the legal, valid and
        binding obligations of NEAI enforceable in accordance with their terms
        except to the extent that:

        (a)     enforceability may be limited by bankruptcy, insolvency or
                other similar laws affecting creditors' rights;

        (b)     the availability of equitable remedies may be limited by
                equitable principles of general applicability; and

        (c)     rights to indemnification may be limited by considerations of
                public policy.

3.5     No Violation.  Neither the execution and performance of this Agreement
        or the agreements described herein nor the consummation of the
        transactions described herein or therein will:

        (a)     result in a violation or breach of (i) the Articles or by-laws
                of NEAI or (ii) any material agreement or other material
                instrument under which NEAI is bound or to which the assets of
                NEAI are subject, or result in the creation or imposition of
                any lien, charge or encumbrance upon any of the assets or
                properties of NEAI; or

        (b)     violate, in any material respect, any applicable law or
                regulation or any judgment or order of any court or
                governmental agency.

<PAGE>10

NEAI has complied in all material respects with all applicable laws,
regulations and licensing requirements, and has filed with the proper
authorities all necessary statements, applications, notices, reports and any
other filings with respect to NEAI's business, as applicable, except where the
failure to do so would not reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), assets, properties or
prospects of NEAI.

3.6     Consents.   No authorization, consent, approval, permit or license of,
        or filing with, any governmental or public body or authority, any
        lender or lessor or any other person or entity is required to
        authorize, or is required in connection with, the execution, delivery
        and performance of this Agreement or the agreements or transactions
        contemplated hereby on the part of NEAI.

3.7     Finder's Fee.   NEAI has not incurred any obligation for any finder's,
        broker's or agent's fee in connection with the transactions
        contemplated hereby.

3.8     Securities Compliance. NEAI has timely filed all required forms,
        statements and documents with the SEC, all of which have complied in
        all material respects with all applicable requirements of the
        Securities Act and the Securities Exchange Act of 1934, as amended
        (the SEC Documents).  As of their respective dates, the SEC
        Documents did not contain any untrue statement of a material fact or
        omit to state a material fact required to be stated therein or
        necessary to make the statements therein, in light of the
        circumstances under which they were made, not misleading.  The
        financial statements contained in the SEC Documents are true, complete
        and correct in all material respects and were prepared in accordance
        with generally accepted accounting principles applied on a consistent
        basis, and fairly present the financial position of NEAI as of the
        dates and for the periods indicated.  Since the date that the last SEC
        Document was filed with the SEC, no event or condition has occurred
        (other than this Asset Purchase Agreement) that (i) may reasonably be
        expected to result in a material adverse effect on the condition
        (financial or otherwise) of NEAI or on its assets, properties or
        prospects or (ii) requires the filing by NEAI of any form, statement
        or document with the SEC. Since the date of the last financial
        statements included in the SEC Documents, NEAI has not incurred any
        material liabilities other than liabilities incurred in the ordinary
        and usual course of business consistent with past practice.

3.9     Captialization. The authorized capitalization of NEAI is as set forth
        in its Quarterly Report on Form  10-QSB for the quarterly period ended
        December 31, 2001.  NEAI has outstanding 3,007,500 shares of its
        $.00001 par value Common stock.  There is not outstanding any
        security, right, subscription, warrant, option, stock appreciation
        right or other agreement or other security that is convertible into,
        exercisable for, or entitles the holder to purchase or acquire any
        capital stock from NEAI..

3.10    Permits and Licenses; Compliance.  NEAI possesses all necessary
        governmental licenses, franchises, permits, approvals, authorizations,
        and rights, whether federal, state, local or foreign, that are
        necessary for NEAI to engage in its business and that, if not
        possessed, could reasonably be expected to have a material adverse
        effect on the condition of NEAI financial or otherwise) or on its
        assets, properties or prospects.  NEAI is in compliance with all such
        governmental licenses, franchises, permits, approvals, authorizations,
        or rights, and all federal, state or local laws or regulations
        applicable to its business except where the failure to be in
        compliance could not reasonably be expected to have a material adverse
        effect on the condition of NEAI  (financial or otherwise) or on its
        assets, properties or prospects.

<PAGE>11

3.11    Absence of Certain Changes.  Since December 31, 2001, NEAI has not:

        (a)     suffered any material adverse change in its business;

        (b)     suffered any damage or destruction or loss that could
                reasonably be expected to or does materially and adversely
                affect the condition of NEAI (financial or otherwise) or its
                respective assets, properties or prospects;

        (c)     acquired or disposed of any assets or properties other than in
                the ordinary course of business; or

        (d)     entered into any other commitment or transaction (other than
                the sale of 7,500 shares of its Common stock at $2.00 per
                share) or experienced any other event that is material to this
                Agreement or to any of the other agreements and documents
                executed or to be executed pursuant to this Agreement or to
                the transactions described herein or therein, or that could
                reasonably be expected to have, or has had, a material adverse
                effect on the condition of NEAI (financial or otherwise) or on
                its  assets, properties or prospects.

3.12    Litigation. No material legal or administrative or other adversary
        proceeding or investigation is currently pending against NEAI and, to
        the best knowledge of NEAI, none is threatened or contemplated by any
        governmental agency or other third party.  NEAI is not subject to any
        continuing court or administrative order, writ, injunction or decree.

<PAGE>12
                                  ARTICLE 4

                               COVENANTS OF ADM

4.1     Exclusive Negotiations.  Until the earlier of the Closing Date or the
        termination of this Agreement, and subject to the fiduciary duties of
        the directors of ADM, ADM agrees that none of ADM or any of the
        officers, directors or other agents of ADM will, directly or
        indirectly, solicit or accept from any person or entity any offer or
        expression of interest in, or with respect to an acquisition,
        combination, merger or similar transaction involving ADM with respect
        to the Assets.  Upon receipt of any unsolicited bona fide offer or
        expression of interest in or with respect to any such transaction, ADM
        agrees to promptly inform NEAI of the existence and terms of such
        offer or expression of interest.

4.2     Non-Compete.  Except as otherwise expressly set forth in Exhibit 4.2,
        for a period of five years from the Closing Date or until this
        Agreement is terminated, (i) ADM agrees neither to manufacture and
        sell nor to assist a third party (other than NEAI and its affiliates)
        to manufacture a product that is equivalent or substantially
        equivalent  to the ADM Products.

4.3     Sales and Use Tax.  Although, NEAI shall be responsible for any sales
        or use tax payable in connection with the sale of the Assets
        hereunder; ADM will reasonably assist NEAI to minimize any such sales
        or use tax.  Such assistance shall include, but not be limited to,
        changing of the situs of the Closing to Delaware.

4.4     Exclusive Manufacturing Agreement.  At the Closing, ADM shall execute
        the Manufacturing Agreement in substantially the form set forth in
        Exhibit 4.7 hereto.

4.5     Filing of Post-Effective Amendment by NEAI.  ADM will assist NEAI in
        describing the Assets, Rights and the ADM Products in the Post-
        Effective Amendment to be filed by NEAI in compliance with Rule 419
        (the Post-Effective Amendment).

4.6     Product Liability Insurance.  ADM will continue to maintain product
        liability insurance in amounts not less than the amount presently in
        force and such insurance will inure to the benefit of NEAI, its
        customers and end users.

<PAGE>13
                                  ARTICLE 5

                              COVENANTS OF NEAI

5.1     Post-Effective Amendment.  NEAI  will use its reasonable commercial
        efforts to prepare and file the Post-Effective Amendment with the SEC
        and have it declared effective as soon as reasonably practicable.

5.2     Exclusive Negotiations.  Until the earlier of the Closing Date or the
        termination of this Agreement, and subject to the fiduciary duties of
        the directors of  NEAI, NEAI agrees that none of NEAI or any of the
        officers, directors or other agents of NEAI will, directly or
        indirectly, solicit or accept from any person or entity any offer or
        expression of interest in, or with respect to a similar transaction
        involving NEAI with respect to a product or a business that competes,
        directly or indirectly, with the commercial use of the Assets ).

5.3     Exclusive Manufacturing Agreement.  At the Closing, NEAI shall execute
        the Manufacturing Agreement in substantially the form set forth in
        Exhibit 4.7 hereto.


<PAGE>14
                                ARTICLE 6

                            CONDITIONS TO CLOSING

6.1     Conditions to Obligations of ADM.  The obligations of ADM to
        consummate the transactions contemplated by this Agreement shall be
        subject to the fulfillment, at or prior to the Closing of each of the
        following conditions in all material respects:

        (a)     Representations, Warranties and Covenants.  The
                representations and warranties of NEAI contained in this
                Agreement shall have been true and correct as of the date they
                were made or deemed to have been made and shall be true and
                correct as of the Closing Date, with the same force and effect
                as if made as of the Closing Date, except for such changes as
                are permitted or contemplated by this Agreement, and other
                than such representations and warranties as are made as of
                another date.  The covenants and agreements contained in this
                Agreement to be complied with by NEAI on or before the Closing
                Date shall have been complied with.  ADM shall have received a
                certificate from NEAI to such effect, dated as of  the Closing
                Date and signed by the Chief Executive Officer of NEAI.

        (b)     No Proceeding or Litigation.  No legal or regulatory action
                shall have been commenced or threatened by or before any court
                or any federal, state or local governmental authority
                (collectively, Governmental Authority) against ADM or NEAI
                seeking to restrain or adversely alter the transactions
                contemplated by this Agreement or which is likely to render it
                impossible or unlawful to consummate such transactions, or
                which could reasonably be expected to have a  material adverse
                effect on the condition of NEAI (financial or otherwise) or on
                its  assets, properties or prospects.

6.2     Conditions to Obligations of NEAI.  The obligations of NEAI  to
        consummate the transactions contemplated by this Agreement shall be
        subject to the fulfillment, at or prior to the Closing, of each of the
        following conditions in all material respects:

        (a)     Representations, Warranties and Covenants.  The
                representations and warranties of ADM contained in this
                Agreement shall have been true and correct as of the date as
                of which they were made or deemed to have been made and shall
                be true and correct as of the Closing Date, with the same
                force and effect as if made as of the Closing Date except for
                such changes as are permitted or contemplated by this
                Agreement, other than such representations and warranties as
                are made as of another date.  The covenants and agreements
                contained in this Agreement to be complied with by ADM on or
                before the Closing Date shall have been complied with.  NEAI
                shall have received a certificate from ADM to such effect
                dated as of the Closing Date and signed by the Chief Executive
                Officer of ADM;

        (b)     No Proceeding or Litigation.  No legal or regulatory action
                shall have been commenced or threatened by or before any
                Governmental Authority against ADM or NEAI seeking to restrain
                or adversely alter the transactions contemplated hereby or
                which is likely to render it impossible or unlawful to
                consummate the transactions contemplated by this Agreement or
                which could have a material adverse effect on the Assets.

        (c)     Effectiveness of Post-Effective Amendment and Confirmation of
                Shareholders.  The Post-Effective Amendment shall have been
                declared effective by the SEC and the holders of not less than
                the 7,000 shares purchased in NEAI's public offering duly
                confirm their investments in accordance with the provisions of
                Rule 419.

<PAGE>15
                                  ARTICLE 7

                               INDEMNIFICATION

7.1     Indemnification.

        (a)     Subject to the terms and conditions of this Article 7, NEAI
                hereby agrees to indemnify, defend and hold each of ADM and
                its officers, directors, agents, attorneys and affiliates
                harmless from and against all losses, obligations,
                assessments, penalties, liabilities, costs, damages,
                reasonable attorneys' fees and expenses (collectively,
                Damages) asserted against or incurred by ADM or such
                identified persons by reason of or resulting from (i) a
                representation or warranty made by NEAI herein being
                materially incorrect or untrue or (ii) a breach by NEAI of any
                covenant contained herein or in any of the agreements executed
                pursuant hereto.

        (b)     Subject to the terms and conditions of this Article 7, ADM
                hereby agrees to indemnify, defend and hold each of NEAI, its
                assignee  and its officers, directors, agents, attorneys and
                affiliates harmless from and against all Damages asserted
                against or incurred by NEAI or such identified persons by
                reason of or resulting from (i) a representation or warranty
                made by ADM herein being materially incorrect or untrue or
                (ii) a breach by ADM of any covenant made by ADM contained
                herein or in any of the agreements executed pursuant hereto.

        (c)     The parties agree to cooperate with each other in the event of
                any settlement negotiated with regard to the indemnification
                provided herein.  In no event shall the total amount payable
                pursuant to this Section 7.2(c) with respect to the
                incorrectness of a representation or warranty exceed the
                Purchase Price or with respect to a breach of a covenant or
                agreement exceed the sum of the Purchase Price plus the net
                profit earned by NEAI with respect to the operation of the
                Assets (including all rights granted to NEAI hereunder).

7.2     Assertion and Resolution of Indemnification Claim.

        (a)     Any permitted indemnitee under Sections 7.1 (an Indemnified
                Party) shall give notice to the person responsible for
                indemnification (an Indemnifying Party) of any claim as to
                which indemnification may be sought as soon as possible after
                the Indemnified Party has actual knowledge thereof and the
                amount thereof, if known.  The Indemnified Party shall supply
                to the Indemnifying Party any other information in the
                possession of the Indemnified Party regarding such claim, and
                will permit the Indemnifying Party (at its expense) to assume
                the defense of any third party claim and any litigation
                resulting therefrom, provided that counsel for the
                Indemnifying Party who shall conduct the defense of such claim
                or litigation shall be reasonably satisfactory to the
                Indemnified Party, and provided further that the failure by
                the Indemnified Party to give notice as provided herein will
                not relieve the Indemnifying Party of its indemnification
                obligations hereunder except to the extent that the
                Indemnifying Party is damaged as a result of the failure to
                give notice.  If the Indemnifying Party has assumed the
                defense of a third party claim, the Indemnifying Party shall
                not be entitled to settle such third party claim without the
                prior written consent of the Indemnified Party, which consent
                shall not be unreasonably withheld, provided that such consent
                shall not be required if such settlement involves only the
                payment of money and the claimant provides to the Indemnified
                Party, in form and substance reasonably satisfactory to such
                Indemnified Party, a release from all liability in respect of
                such third party claim.

        (b)     The Indemnified Party shall have the right at all times to
                participate in the defense, settlement, negotiations or
                litigation relating to any third party claim or demand at its
                own expense.  If the Indemnifying Party does not assume the
                defense of any matter as above provided, then the Indemnified
                Party shall have the right to defend any such third party
                claim or demand, and will be entitled to settle any such claim
                or demand in its discretion for the account or benefit of the
                Indemnified Party.  In any event, the Indemnified Party will
                cooperate in the defense of any such action at the expense of
                the Indemnifying Party and the records of each party shall be
                available to the other with respect to such defense.

7.3     Indemnification of Negligence of Indemnitee. The indemnification
        provided in this Article 7 shall be applicable whether or not
        negligence of the indemnified party is alleged or proven.

<PAGE>16
                                  ARTICLE 8

                                 TERMINATION

8.1     Termination by ADM.

        (a)     ADM shall have the right to terminate this Agreement if the
                conditions in Section 6.1 have not been satisfied or waived by
                ADM on or before September 30, 2002.

        (b)     ADM shall have the right to terminate this Agreement if any
                payments required to be made to it by NEAI hereunder remain
                unpaid after thirty days notice of such non-payment has been
                given to NEAI by ADM.

8.2     Termination by NEAI.  NEAI shall have the right to terminate this
        Agreement if the conditions in Section 6.2 have not been satisfied or
        waived by NEAI on or before September 30, 2002.

8.3     Termination by Agreement of ADM and NEAI.  ADM and NEAI may terminate
        this Agreement at any time by their mutual consent.

8.4     Damages.  If this Agreement is terminated pursuant to this Article 8,
        the parties shall retain any rights they may have against each other
        for any breach of any of the terms and conditions of this Agreement.

8.5     Bankruptcy or Insolvency.  This Agreement may be terminated by ADM if
        NEAI shall file a petition for bankruptcy or shall become insolvent.

<PAGE>17
                                 ARTICLE 9

                                MISCELLANEOUS

9.1     Expenses.  Each party hereto shall pay its own expenses incurred in
        connection with this Agreement and the transactions contemplated
        hereby.

9.2     Entire Agreement.  This Agreement and the schedules and exhibits
        hereto contain the complete agreement among the parties with respect
        to the transactions contemplated hereby and supersede all prior
        agreements and understandings among the parties with respect to such
        transactions.

9.3     Counterparts.  This Agreement may be executed in any number of
        counterparts, each of which when so executed and delivered shall be
        deemed an original, and such counterparts together shall constitute
        only one original.

9.4     Notices.  All notices, demands, requests, or other communications that
        may be or are required to be given, served or sent by any party to any
        other party pursuant to this Agreement shall be in writing and shall
        be mailed by first-class, registered or certified mail, return receipt
        requested, postage prepaid, or transmitted by hand delivery, telegram,
        facsimile, or telex, addressed as follows:

If to ADM:                              If to NEAI:

ADM Tronics Unlimited, Inc.             New England Acquisitions, Inc.
224-S Pegasus Avenue                    5 Ridge Road
Northvale, NJ 07647                     Cos Cob, CT 06807
Attn:  Andre Di Mino                    Attn: Gary Cella
Facsimile: 201-784-0620                Facsimile: 203-422-2875

Each party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given, served or
sent.  Each notice, demand, request or communication that is mailed, delivered
or transmitted in the manner described above shall be deemed sufficiently
given, served, sent and received for all purposes at such time as it is
delivered to the addressee, with the return receipt, the delivery receipt, the
affidavit of messenger, or (with respect to a telecopy or telex) the
answerback or confirmation of receipt being deemed conclusive evidence of such
delivery, or at such time as delivery is refused by the addressee upon
presentation.

<PAGE>18

9.5     Severability.  If any provision of this Agreement is held to be
        illegal, invalid or unenforceable under present or future laws
        effective during the term hereof, the provision shall be fully
        severable and this Agreement shall be construed and enforced as if
        such illegal, invalid or unenforceable provision were never a part
        hereof; and the remaining provisions hereof shall remain in full force
        and effect and shall not be affected by the illegal, invalid or
        unenforceable provision or by its severance herefrom.  Furthermore, in
        lieu of such illegal, invalid or unenforceable provision, there shall
        be added automatically as part of this Agreement a provision as
        similar in its terms to such illegal, invalid or unenforceable
        provision as may be possible and be legal, valid and enforceable.

9.6     Successors and Assigns.  This Agreement and the rights, interests and
        obligations hereunder shall be binding upon and shall inure to the
        benefit of the parties hereto and their respective successors and
        permitted assigns.

9.7     Governing Law.  This Agreement and the rights and obligations of the
        parties hereto shall be governed, construed and enforced in accordance
        with the laws of the State of New Jersey and exclusive venue shall lie
        in the state and federal courts in the State of Jersey.

9.8     Amendment, Waiver and Other Action.  This Agreement may be amended,
        modified or supplemented only by a written instrument executed by the
        parties against which enforcement of the amendment, modification or
        supplement is sought.

9.9     Legal Representation.  All of the parties to this Agreement
        acknowledge that they have been advised that they should seek and have
        had the opportunity to seek counsel to review this Agreement and to
        obtain the advice of such counsel relating thereto.

9.10    Assignment. Neither this Agreement nor any right created hereby shall
        be assignable by either party hereto without the consent of the other
        party, which consent shall not be unreasonably withheld, provided that
        NEAI may assign this Agreement to a wholly owned subsidiary which has
        not yet been formed.

9.11    Confidentiality.  Other than as required by law, each party shall
        maintain the confidentiality of, and not divulge or disclose to any
        other person, the existence of or any terms and conditions of this
        Agreement or any of the financial or other information provided to it
        by the other party to this Agreement.

<PAGE>19

9.12    Captions.  The captions in this Agreement are for convenience of
        reference only and shall not limit or otherwise affect any of the
        terms or provisions hereof.

9.13    Number and Gender.  Whenever the context requires, references in this
        Agreement to the singular number shall include the plural; the plural
        number shall include the singular; and words denoting gender shall
        include the masculine, feminine, and neuter.

9.14    Public Announcements.  Except to the extent that ADM or NEAI believes
        on the advice of counsel that public disclosure is required by law, no
        party to this Agreement shall make, or cause to be made, any press
        release or public announcement in respect of this Agreement or the
        transactions contemplated hereby or otherwise communicate with any
        news media without prior notification to the other parties.  The
        parties shall cooperate as to the time and contents of any such press
        release or public announcement, but if they are unable to reach an
        agreement as to the time and contents of such press release or public
        announcement, each shall be free to make such press release or public
        announcement as it deems necessary.

9.15    Survival of Representations and Warranties.  The representations and
        warranties of the respective parties shall survive the Closing or
        termination of this Agreement, as the case may be.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.

NEW ENGLAND ACQUISITIONS, INC.  ADM TRONICS UNLIMITED, INC.


By:     /s/ Gary Cella                  By:      /s/ Andre' Di Mino

Its:    President                       Its:     President

Date:   March 21, 2002                  Date:    March 21, 2002


<PAGE>20

Exhibit 1.1 - Exception to Assets and Rights Purchased

See Schedule 1.2.  ADM may market Other Shave Creams without limitations to
Dr. Donald Feinsod, CSC Laboratories, Pegasus Marketing, Professional Makeup
Customers. Unless NEAI pays ADM minimum royalties of (a) $10,000 within one
year from the Closing, (b) an additional $14,000 within two years from the
Closing and (c) additional amounts each year thereafter of not less than 110%
of the minimum royalty for the immediately preceding year, ADM may market
Other Shave Creams to others without limitation.

Exhibit 1.2 - Patent List

Patent Number 6,210,321 Electronic Stimulator System for Treating Tinnitus
Disorders

Patent Number 5,788,656 Electronic Stimulation System for Treating Tinnitus
Disorders

Exhibit 2.11 - Exceptions to Intellectual Property Rights - referred to
elsewhere herein.

Exhibit 4.2 - Non-Compete Exceptions - referred to elsewhere herein.

Exhibit 4.7 - Manufacturing Agreement - to be attached separately.

Schedule 1.1(d) - Permits, approvals, licenses and authorizations

Pre-Market Notification 510K #981704 Aurex-3

Schedule 1.2 - Exclusion to market rights for Aurex-3

Aurex-3 - All countries other than the United States of America and the
customers of Pegasus Marketing (the PM Customers)

<PAGE>21

Schedule 1.5 - Payments

1.      A royalty of 6% on gross sales less discounts, returns and allowances
        of the ADM Products. Such royalties to be paid by NEAI to ADM on the
        15th of each month for sales in the immediately preceding month,
        together with a report describing, in sufficient detail, how such
        monthly royalty was computed.

2.      Consulting fees and related expenses for time expended by ADM
        Employees for any services related to the ADM Products other than
        manufacturing activities, to be agreed upon by the parties in writing
        in advance of any such service.  Such payments are to be made by NEAI
        to ADM upon receipt of invoices from ADM.

3.      A payment of $25,000 due in advance of the initiation of production of
        the Burn Lotion for expenses and establishment of regulatory support
        and processes for NEAI's distribution of the Burn Lotion.
        Notwithstanding anything herein to the contrary, if such amount is not
        paid within one year from the Closing, the exclusive rights of NEAI
        with respect to the Burn Lotion shall thereupon terminate.

4.      During such times that NEAI has the exclusive rights to market and
        sell the Aurex-3 limited only by the provisions of Schedule 1.2 above,
        NEAI shall promptly reimburse ADM for ADM's cost for normal recurring
        patent and regulatory fees and related costs applicable solely to the
        marketing of the Aurex-3 in the United States.  Such fees include, but
        are not limited to, patent maintenance fees, third party regulatory
        inspection fees and FDA filing fees.  It is anticipated that such cost
        shall not exceed $6,000 per annum.  Notwithstanding the foregoing, to
        the extent that the Aurex-3 is sold for use in the United States to
        the PM Customers, the amount to be reimbursed by NEAI shall be on a
        pro rata basis based on the number of Aurex-3 devices sold by ADM to
        NEAI and the PM Customers for use in the United States.  Such amounts
        to be paid by NEAI to ADM upon receipt of invoices from ADM.

Schedule 2.16 - Complaint List

On August 30, 1999 an Aurex-3 user reported that the applicator cable would
not remain attached to the unit. The unit was replaced and the defect was
corrected in all subsequent units.  This complaint did not require the filing
of an MDR report with the FDA as it did not result in any injury to a user.

<PAGE>22

Exhibit 4.7

                      EXCLUSIVE MANUFACTURING AGREEMENT

THIS MANUFACTURING AGREEMENT ("Agreement"), made and entered into this
_____ day of March, 2002 by and between New England Acquisitions Incorporated,
a Florida Corporation ("NEAI") and ADM Tronics Unlimited, Inc., a Delaware
corporation ("ADM").

                                 WITNESSETH:

WHEREAS, ADM is engaged in the business of developing and manufacturing
various chemical preparations, in particular, products used for certain
cosmetic or over-the-counter topical formulations and medical electronic
devices, in particular, a medical device used for the treatment and control of
Tinnitus, and

WHEREAS, pursuant to an Asset and Rights Purchase Agreement between NEAI and
ADM (the "Purchase Agreement"), NEAI will be securing certain marketing rights
with respect to the ADM Products as that term is defined in the Purchase
Agreement.

WHEREAS, ADM and NEAI desire to enter into an exclusive manufacturing
agreement whereby ADM will (i) bulk manufacture for NEAI the Burn Lotion and
Ethnic Shave Cream, as those terms are defined in the Purchase Agreement (the
"Bulk Products") and the Aurex-3 as that term is defined in the Purchase
Agreement, pursuant to the terms and conditions as set forth herein, and (ii)
maintain raw material supplies and finished goods necessary for supply of the
Bulk Products and Aurex-3 to NEAI or its designee, and (iii) provide to NEAI
oversight and guidance with respect to regulatory requirements regarding the
marketing of the Bulk Products and Aurex-3, and

WHEREAS, ADM will exclusively manufacture all other medical products, topical
and cosmetic products to be acquired and distributed by NEAI ("Other NEAI
Products").

NOW, THEREFORE, in furtherance of the foregoing premises and in consideration
of the mutual covenants and obligations hereinafter set forth, the Parties
hereto, intending to be legally bound hereby, do agree as follows:

<PAGE>23
                                  ARTICLE 1

                                 DEFINITIONS

As used in this Agreement, the following terms will have the following
meanings, applicable both to the singular and the plural forms of the terms
defined:

Agreement - has the meaning ascribed thereto in the preamble.

Confidential Information - means any information, whether or not protected by
patents or copyright (including, without limitation, programs, files,
specifications, drawings, procedures, bill of materials, artwork, customer
lists, supplier lists, channel of distribution, pricing, models, samples,
business information, records and technical information or other data) that is
provided by one party to the other party in connection with this Agreement,
and marked or designated as "Confidential."

Facility - shall mean the manufacturing facility of ADM Tronics Unlimited,
Inc. at 224 S Pegasus Avenue, Northvale, New Jersey  07647.

Indemnified Person - means a NEAI Indemnified Person or an ADM Indemnified
Person.

Intellectual Property Rights - means any and all patent, copyright, tradename,
trade or service mark, trade secret or similar intellectual property rights.

Order - has the meaning ascribed thereto in Section 3.1.

Person - means any individual, partnership, joint venture, corporation, trust,
unincorporated organization, government (and any department or agency thereof)
or other entity.

Product - means any of the ADM Products and Other NEAI Products to be
purchased by NEAI from ADM and proposed to be manufactured and sold by ADM to
NEAI pursuant to this Agreement.

Product Specifications - means, with respect to any Product proposed to be
manufactured and sold pursuant to this Agreement, the Product Specifications
for such Product identified in or established pursuant hereto.

Purchase Price - means, with respect to any Product proposed to be
manufactured and sold pursuant to this Agreement, the Purchase Price set forth
herein.

Subsidiary - means, with respect to any Person (Parent Company), a corporation
or other Person (i) the majority of whose shares or other securities entitled
to vote for election of directors (or other managing authority) is now or
hereafter owned or controlled by such Parent Company either directly or
indirectly or (ii) which does not have outstanding shares or securities but
the majority of whose ownership interest representing the right to control
such Person is now or hereafter owned or controlled by such Parent Company
either directly or indirectly; but any such corporation or other Person shall
be deemed to be a subsidiary of such Parent Company only as long as such
control or ownership and controls exits.

Warranty Expiration Date - means, with respect to each Product, the warranty
expiration date for such Product set forth herein.

<PAGE>24
                                  ARTICLE II

                           Exclusive Manufacturing

2.1     Pursuant to the Purchase Agreement, ADM has granted certain rights to
        the use of ADM's Patents as more fully described in Schedule 1.2 to
        the Purchase Agreement.  ADM will manufacture the Aurex-3 for NEAI
        pursuant to the terms of this Agreement and will manufacture the
        Aurex-3 at the Facility for other customers not in conflict with the
        rights so purchased by NEAI.

2.2     ADM shall manufacture a modified version of the Burn Lotion and Ethnic
        Shaving Cream on a private label basis for NEAI, such versions being
        exclusive to NEAI.

2.3     ADM shall be the exclusive manufacturer of all Other NEAI Products to
        be acquired and distributed by NEAI.

                                 ARTICLE III

          PLACEMENT OF ORDERS; PRODUCT PURCHASE COMMITMENT; PRICING

3.1     Placement of orders: NEAI shall place orders with ADM for the purchase
        of any Products by providing ADM with an Order ("Order") for such
        Products.  Each Order shall be subject to acceptance by ADM and shall
        include the following items:

        (i)     the date of the Order;

        (ii)    the Order number;

        (iii)   billing address and instructions;

        (iv)    a list of the Products to be purchased, including the quantity
                of each Product;

        (v)     the Purchase Price for each unit of Product to be purchased;

        (vi)    the location where Product is to be delivered (including
                street, city and state), routing and shipping instructions and
                the name and telephone number of the person to contact upon
                delivery or arrival;

        (vii)   requested delivery dates and shipment dates; and

        (viii)  any special term, conditions and requirements as agreed to by
                NEAI and ADM.

        (ix)    payment for the Products in the Order excluding shipping
                charges which shall be billed separately at the time of
                shipping.
<PAGE>25

3.2     Form of Communication. - Orders shall be communicated by the parties
        as mutually acceptable to them either in writing signed by a duly
        authorized representative of the applicable party and transmitted via
        facsimile.  ADM agrees to acknowledge to NEAI each order within (1)
        business day of receipt thereof.

3.3     Individual Minimum Order Amount. - NEAI agrees to purchase from ADM,
        and ADM agrees to manufacture and sell to NEAI, Products in such
        quantities as may be ordered by NEAI during the term of this
        Agreement; provided, however, that orders for the Bulk Products shall
        be in lots of not less than one 55 gallon drum of each individual
        product and orders for Aurex-3 shall not be less than 10 units
        (Minimum Order Quantity). With respect to Other NEAI Products, prior
        to commencement of manufacture of such products, ADM will notify NEAI
        of the Individual Minimum Order Amount and NEAI agrees to order such
        products in such amounts.

3.4     Pricing - Subject to Section 6.3 herein, prices to be paid by NEAI for
        each Product shall be the applicable purchase price established
        pursuant to Schedule A attached hereto; provided if NEAI and ADM agree
        in writing upon an alternate purchase price for any Product sold
        hereunder, then such alternate purchase price shall be applicable
        during the term of this Agreement and any renewal thereof.  A written
        purchase order from NEAI to ADM specifying such alternate pricing
        structure, accepted by ADM may serve as the agreement of an alternate
        purchase price.

3.5     Delayed Delivery of Products - In the event ADM ascertains that it
        will not be able to deliver the Product on the delivery date specified
        in an Order, ADM shall, as soon as possible, provide notice to NEAI of
        the delay in delivery and the proposed delivery date of such Product.

3.6     Variation of Terms - NEAI and ADM shall use their respective good
        faith and reasonable best efforts to accommodate any reasonable
        requests of the other party to vary the terms of Article III hereof to
        accommodate the requirements good for both parties with respect to
        Product ordering, delivery, pricing and related matters.

<PAGE>26
                                  ARTICLE IV

                         INVOICES, PAYMENTS AND TAXES

4.1     Invoices and Payments - NEAI shall pay to ADM the price of Products on
        each order at the time of placing the order with ADM.  ADM shall
        provide an invoice for the Products and shipping charges to NEAI upon
        shipment of such Products, at no charge to NEAI, in written form via
        facsimile, in such detail and format as is mutually acceptable to the
        parties.  The shipping charges stated on each invoice shall be paid by
        NEAI within ten (10) days of the shipment date of the Products.

4.2     Taxes - NEAI shall reimburse ADM for state and local sale and use
        taxes (and excise taxes in the nature of sales and use taxes), as
        applicable, for Products sold by ADM to NEAI.  Taxes payable by NEAI
        will be billed as separate items on all invoices and shall not be
        included in the purchase price for Products.  If applicable, NEAI will
        supply to ADM a tax resale certificate.

                                  ARTICLE V

                          REGULATORY CORRESPONDENCE

5.1     Regulatory Correspondence. - ADM shall provide to NEAI a copy of all
        Food and Drug Administration (FDA) inspection and regulatory
        correspondence received with respect to the Products as soon as
        reasonably practical.

                                  ARTICLE VI

                          CONDITIONS OF MANUFACTURE

6.1     Product Specifications - In the case of the ADM Products, ADM shall
        manufacture the Products in compliance with the applicable Product
        Specifications previously developed by ADM.   With respect to the
        Other NEAI Products, ADM shall manufacture such Other NEAI Products in
        compliance with Product Specifications provided by NEAI to ADM.

6.2     Raw Materials, Subassemblies and Parts - Any raw materials,
        subassemblies and parts needed to fulfill an Order that are not used
        in the Products produced for such Order which remain in inventory at
        the Facility ("Unused Inventory") shall be deemed to be the property
        of NEAI and NEAI shall be obligated to pay a storage fee for such
        unused materials if such are not used within 60 days of receipt.

6.3     Tooling and Non-Reoccurring Engineering Services - NEAI shall
        reimburse ADM for any Tooling or Non-Reoccuring Engineering services
        ("NRE") that are required to be secured in support of the
        manufacturing of the Products for NEAI, such NRE to be apportioned
        amongst products other than those to be used exclusively for NEAI.

6.4     Technical Support - During the course of this Agreement, ADM shall
        provide technical support that is reasonably requested by NEAI at the
        Facility to NEAI as part of the Consulting Fee as described in
        Schedule 1.5 to the Purchase Agreement.  However, should NEAI require
        technical support at locations other than the Facility, NEAI shall
        reimburse ADM for any expenses for travel or lodging related to such
        technical support.

<PAGE>27
                                 ARTICLE VII

                          DELIVERY AND RISK OF LOSS

7.1     Delivery - Unless otherwise indicated by NEAI or provided in the Order
        with respect to any Products, ADM shall: (i) ship such Products to the
        destination and in accordance with the shipping instructions set forth
        in such order; (ii) place the applicable Order number on all shipping
        and related documents and mark the Order number on all {packages}; and
        (iii) enclose a packing memorandum with each shipment and, when more
        than one package is included in a shipment, identify the package
        containing the memorandum.  The Products will be packaged in
        accordance with customary packing practices in the industry.  Shipping
        instructions shall be furnished by NEAI in writing.

7.2     Title and Risk of Loss - All sales of Products shall be F.O.B.
        Northvale, New Jersey.  Title and risk of loss and damage to each
        Product purchased by NEAI from ADM shall vest in NEAI when such
        Product has been shipped at Northvale, New Jersey in accordance with
        such shipping instructions.

7.3     Freight Cost and Routing Instructions. - All freight costs shall be
        prepaid by ADM and billed to NEAI, unless the parties mutually agree
        (in a particular case) to ship the Product freight collect.

                                 ARTICLE VIII

                                  WARRANTIES

8.1     Warranties - Electronic products shall be warranted from defects in
        materials and workmanship for a period of 1 year from the date of
        shipment and excludes any damage from use or misuse of the electronic
        products.

8.2     Limitations on Warranties - ADM'S WARRANTIES SET FORTH HEREIN WITH
        RESPECT TO THE PRODUCTS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
        EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
        WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

<PAGE>28
                                  ARTICLE IX

                     IDEMNIFICATION, DAMAGES AND REMEDIES

9.1     Property Damage and Personal Injury; Title; Product Recall. - ADM
        shall save, protect, indemnify and hold harmless each NEAI Indemnified
        Person from and against all liabilities (including tax liabilities),
        costs (including attorney's fees and disbursements), claims and
        charges arising from or relating to (i) any tangible personal property
        damage or personal injury arising from or relating to any negligence
        by ADM (or ADM's employees, subcontractors or agents) in connection
        with the manufacture, delivery, supply, labeling, repair or
        replacement of Products, (ii) any breach of ADM's representations,
        warranties, covenants and agreements contained in this Agreement ,
        (iii) any recall of any Product purchased hereunder and (iv) the
        infringement or violation (whether actual or alleged) of any
        Intellectual Property rights of any Person arising out of or related
        to ADM's manufacture and supply of the ADM Products under this
        Agreement.

9.2     Indemnity Obligations of NEAI. - NEAI shall save, protect, indemnify
        and hold harmless each ADM Indemnified Person from and against all
        liabilities, costs (including attorney's fees an d disbursements),
        claims and charges arising from or relating to the infringement or
        violation (whether actual or alleged) of any Intellectual Property
        rights of any Person arising out of or related to ADM's manufacture
        and supply of the Other NEAI Products under this Agreement, provided
        that this duty to indemnify shall not apply in the event that such
        infringement or violation arises out of ADM's failure to manufacture
        the Products in accordance with the Product Specifications.

                                  ARTICLE X

                             TERM AND TERMINATION

10.1    Term - The term of this Agreement shall be 5 years and shall be
        automatically renewed for successive 5 year periods unless earlier
        terminated pursuant to the provisions herein or the Purchase
        Agreement.

10.2    Termination by NEAI

        (a)     NEAI may terminate this Agreement upon written notice if ADM
                commences or has filed against it any bankruptcy,
                reorganization, liquidation or insolvency proceeding under any
                law in any country for the relief of debtors which is not
                dismissed within 60 days; or if any receiver, trustee,
                liquidator or custodian is appointed to take possession of any
                substantial portion of the assets of ADM not dismissed within
                60 days.

        (b)     NEAI may terminate this Agreement at any time if ADM breaches
                any material provision of this Agreement fails to cure the
                breach within 30 days after receiving written notice
                describing the breach.
<PAGE>29

10.3    Termination by ADM

        (a)     ADM may terminate this Agreement upon written notice if NEAI
                commences or has filed against it any bankruptcy,
                reorganization, liquidation or insolvency proceeding under any
                law in any country for the relief of debtors which is not
                dismissed within 60 days; or if any receiver, trustee,
                liquidator or custodian is appointed to take possession of any
                substantial portion of the assets of NEAI not dismissed within
                60 days.

        (b)     ADM may terminate this Agreement at any time if NEAI breaches
                any material provision of this Agreement and fails to cure the
                breach within 30 days after receiving written notice
                describing the breach.

10.4    Survival - The provisions of Section 6.2, 12.2, 12.3 and Articles VIII
        and IX shall survive the termination of this Agreement.

                                  ARTICLE XI

                                GOVERNING LAW

11.1    Governing Law - The construction, interpretation and performance of
        this Agreement and all transactions hereunder shall be governed by the
        laws of the State of New Jersey.

<PAGE>30
                                 ARTICLE XII

                                MISCELLANEOUS

12.1    Confidentiality - Each of the parties shall, and shall cause its
        Affiliates to, treat this Agreement and any Confidential Information
        obtained by it pursuant to this Agreement as privileged and
        confidential and shall not, without the prior consent of the other
        party, disclose, or cause to be disclosed, this Agreement or such
        Confidential Information to any Person, except that this Agreement and
        Confidential Information may be disclosed:

        (i)     to such party's Affiliates, agents, directors, officers,
                employees, representatives, accountants, counsel or special
                counsel to whom such documents or information is needed to be
                disclosed in connection with the performance, enforcement or
                evaluation of this Agreement and who have been instructed to
                have a duty to keep such documents or information confidential
                in accordance with the terms hereof;

        (ii)    to the extent required pursuant to applicable law or any
                governmental authority; provided that, if practicable, the
                party required to make such disclosure shall give prior notice
                thereof to the other party and, if so requested by the other
                party, shall cooperate with such party to obtain a protective
                order or other ruling so as to prevent disclosure of all or a
                portion of the documents or information required to be
                disclosed;

        (iii)   in the case of Confidential Information only, to the extent
                such Confidential Information is independently developed by
                the recipient or any affiliated Person or lawfully received
                from an unrelated source having the right to so furnish such
                Information; and

        (iv)    to the extent such documents or information become generally
                available to the public without breach of this Agreement by
                the recipient or any affiliated Person.

12.2    Exclusivity - ADM shall not, directly or indirectly, though any
        affiliate or other Person or under any arrangement or agreement,
        manufacture or sell to any Person at any time any of the Other NEAI
        Products manufactured or sold to NEAI hereunder nor will ADM undertake
        to manufacture or assist in the manufacture of any similar products.

<PAGE>31

12.3    Identification - Neither ADM nor NEAI shall make any use of any
        identification of the other or its Affiliates in its advertising or
        its promotional efforts in relation to the Products or any activities
        undertaken by it under this Agreement without the other party's prior
        written consent. The term "identification" includes any trade name,
        trademark, service mark, insignia, symbol or any simulation thereof,
        and any code, drawing, specification, or evidence of inspection.

12.4    Force Majeure - Neither party shall be held responsible for any delay
        or failure in performance of any part of this Agreement to the extent
        such delay or failure is caused by fire, flood, explosion, war,
        strike, embargo, government requirement, civil or military authority,
        act of God ("force majeure conditions").  If any force majeure
        conditions occurs the party delayed or unable to perform shall give
        immediate notice to the other party, stating he nature of the force
        majeure condition and any action being taken to avoid or minimize its
        effect, and the party affected by the other's delay or inability to
        perform may elect (i) to suspend this Agreement or any or all Orders
        for the duration of the force majeure condition and (x) at its option
        buy, sell or obtain elsewhere the Products to be bought, sold or
        obtained under this Agreement and deduct from any commitment set forth
        herein the quantity bought, sold or obtained or for which commitments
        have been made elsewhere and (y) once the force majeure condition
        ceases, resume performance under this Agreement with an option in the
        affected party to extend the period of this Agreement up to the length
        of time the force majeure condition endured; and/or (ii) when the
        delay or nonperformance continues for a period of at least 30 days,
        cancel at no charge any Orders relating to Products not already
        shipped or services not already performed.

12.5    Independent Contracts - Nothing contained in the Agreement shall be
        construed in any manner to constitute the creation of a partnership or
        a principal and agent relationship between the parties and the parties
        shall at all times be and remain independent contractors with respect
        to the subject matter of this Agreement.  Any individuals furnished by
        either party shall be solely that party's employees or agents and
        shall remain under its sole and exclusive direction and control and
        shall not be considered employees of the other party for any purpose.

<PAGE>32

12.6    Severability - If any provision of this Agreement or the application
        of any such provision to any party or circumstances will be determined
        by any court of competent jurisdiction or duly authorized arbitration
        tribunal to be invalid, illegal or unenforceable to any extent, the
        remainder of this Agreement or such provision or the application of
        such provision to such party or circumstances, other than those to
        which it is so determined to be invalid, illegal or unenforceable,
        will remain in full force and effect to the fullest extent permitted
        by law and will not be affected thereby, unless such a construction
        would be unreasonable.

12.7    Successors and Assigns: No Third Party Beneficiaries - This Agreement
        will be binding upon and inure to the benefit of the parties hereto
        and their successor and permitted assigns.

12.8    Amendments - This Agreement cannot be amended or terminated orally,
        but only by a writing duly executed by or on behalf of the parties
        hereto.

12.9    Notices - All notices and other communications hereunder shall be in
        writing and shall be deemed to have been duly given (i) five business
        days after mailing if mailed by certified or registered mail, return
        receipt requested, (ii) one business day after delivery to Federal
        Express or other nationally recognized overnight express carrier, if
        sent for overnight delivery with fee prepaid, (iii) upon receipt if
        sent via facsimile with receipt confirmed, or (iv) upon receipt if
        delivered personally, addressed as follows or to such other address or
        addresses of which the respective party shall have notified the other:

        (a)     if to NEAI , to:        New England Acquisitons, Inc.
                                        5 Ridge Road
                                        Cos Cob, CT 06807
                                        Attn: Gary Cella
                                        Facsimile: 203-422-2875

        (b)     if to ADM. To:  ADM Tronics Unlimited, Inc.
                                        224-S Pegasus Avenue
                                        Northvale, NJ 07647
                                        Attn: Andre' Di Mino
                                        Facsimile: 201-784-0620


12.10   Headings - The article headings and the section headings and
        subheadings contained in this Agreement are intended solely for
        convenience of reference and will not affect in any manner the meaning
        or interpretation of this Agreement.

12.11   Counterparts - This Agreement may be executed in one or more
        counterparts, each of which will be deemed an original instrument, but
        all of which together will constitute one and the same agreement, and
        will become binding when one or more counterparts have been executed
        and delivered by each of the parties hereto.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above written.

                                      NEAI

                                      By:_________________________________
                                      Name:
                                      Title

                                      ADM TRONICS UNLIMITED, INC.

                                      By:_________________________________
                                      Name:
                                      Title:

<PAGE>33

===========================================================================

                                  Schedule A

                                   Pricing

1.      Burn Lotion and Ethnic Shave Cream

        The pricing for the Burn Lotion and Ethnic Shave Cream that will be
        paid by NEAI to ADM shall be computed as follows:

        The cost of all raw materials plus the cost of all supplies and direct
        labor and an overhead allocation based on reasonable production
        utilization factors used in the manufacture, processing and quality
        assurance of the formulation, such total to be multiplied by 120% to
        arrive at a per pound or per 55 gallon drum price to be paid by NEAI
        to ADM.

2.      Aurex-3

        The pricing for the Aurex-3 that will be paid by NEAI to ADM shall be
        computed as follows:

        The cost of all parts plus the cost of all supplies and direct labor
        and an overhead allocation based on reasonable production utilization
        factors used in the manufacture, assembly and quality assurance of the
        device, such total to be multiplied by 120% to arrive at a per unit or
        per 10 unit price to be paid by NEAI to ADM.

3.      Other NEAI Products

        The pricing for all Other NEAI Products that will be paid by NEAI to
        ADM shall be computed in a similar manner as to the foregoing based
        upon the cost of appropriate product components or raw materials,
        direct labor and an overhead allocation based on reasonable production
        utilization factors used in the manufacture and quality assurance of
        such products multiplied by 120% to arrive at a price to be paid by
        NEAI to ADM.