STOCK PURCHASE TERMINATION AGREEMENT


     THIS  STOCK  PURCHASE  TERMINATION  AGREEMENT,   by  and  among  Thermacell
Technologies,   Inc.  (the  "Company"),  a  Florida  corporation,   and  Maurice
Malacarne,  Judy  Malacarne  (together  referred to herein as  "Malacarne")  and
T-Coast  Pavers/Sealco  Systems,  Inc.  ("T-Coast"),  a Florida corporation,  is
entered into this _____ day of April, 2001.

                               W I T N E S S E T H

     WHEREAS, the parties entered into a Stock Purchase Agreement dated December
1, 1998 (the  "Stock  Purchase  Agreement"),  pursuant  to which the Company had
agreed to purchase 100% of the capital stock of T-Coast;

     WHEREAS,  the Company has failed to perform certain obligations pursuant to
the Stock Purchase Agreement; and

     WHEREAS,  by mutual  agreement,  the Parties desire to the terminate  Stock
Purchase Agreement and thereby rescind any and all contractual relationships and
rights or duties under thereunder.

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
representations  and warranties  contained herein,  the parties hereto do hereby
agree as follows:


     1. All capitalized  terms used herein that are not otherwise defined herein
shall have the respective meanings set forth in the Stock Purchase Agreement.

     2.  In  consideration  for the  payment  $10.00  other  good  and  valuable
consideration,  the Parties  agree to  terminate,  waive,  release and otherwise
relinquish all of their  respective  rights,  title,  claim or demand and duties
under the Stock Purchase Agreement. Effective as of the date hereof, the Company
will no  longer  have  any  right,  title or  interest  whatsoever  in  T-Coast,
including any of its affiliates, subsidiaries, products or services. The Company
shall promptly take all action  necessary to reflect the foregoing  Termination,
including but not limited to, making all required state and federal filings. The
Company  shall  return  the  cancelled  certificate  representing  the shares of
capital stock which it was issued pursuant to the Stock Purchase  Agreement upon
the  execution  hereof.  Maurice  Malacarne  shall tender his  resignation  as a
director and officer of the Company effective immediately.

     3. In  connection  with the  execution of this Stock  Purchase  Termination
Agreement,  the Parties agree to execute a Mutual  Release of Claims in the form
attached hereto as Exhibit A.

     4. Each of the parties  hereto shall keep this Agreement  confidential  and
shall  not,  without  the prior  written  consent  of each of the other  parties
hereto,  disclose  or  permit  disclosure  of  any  aspect  of  this  Agreement,
including, but not limited to, the fact that the Agreement exists, in any manner
whatsoever, in whole or in part. .

     Notwithstanding  anything contained in the paragraph 4 to the contrary,  it
is expressly  agreed and  understood  that the parties may disclose the terms of
this Agreement only as required by law, including  disclosure as may be required
pursuant to applicable  federal and state  securities  laws, or in response to a
validly issued  subpoena,  in which case, a copy of such subpoena shall promptly
be provided to the non-subpoenaed  party,  together with an opportunity to quash
before responding.

<PAGE>

     5. Each  Party  agrees  not to engage in any form of  conduct,  or make any
statements  or  representations,  that  disparage  or  otherwise  harm the other
party's reputation, good will or commercial interest.

     6.  Notwithstanding  anything to the contrary set froth herein, the Company
shall indemnify and hold Maurice  Malacarne  harmless from and against any loss,
damage or expense  (including  reasonable  attorneys' fees) caused by or arising
out of any and all actions,  suits,  proceedings,  claims,  demands,  judgments,
costs and expenses (including reasonable legal and accounting fees) relating to,
or arising out of, his role as a director and officer of the Company.

     7. This  Agreement  shall be binding upon and shall inure to the benefit of
the parties  hereto and their  respective  heirs,  successors  and  assigns.  No
assignment  of this  Agreement  or of any rights  hereunder  shall  relieve  the
assigning party of any of its obligations or liabilities hereunder.

     8. This Agreement constitutes the entire agreement between the parties with
respect to the subject  matter  hereof and  supersedes  all prior  agreements or
understandings of the parties relating thereto.

     9. This  Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original but all of which together  shall  constitute a
single instrument.

     10. This Agreement  shall be governed and construed in accordance  with the
laws of the State of Florida  applicable  to contracts  made and to be performed
entirely within the State of Florida.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered on the day and year first above written.


                                   THERMACELL TECHNOLOGIES, INC.


                                   By:________________________________
                                       Name:
                                       Title:

                                   T-COAST PAVERS/SEALCO SYSTEM, INC.


                                   By:________________________________
                                       Name:
                                       Title:

                                      -----------------------------------
                                       Maurice Malacarne


                                      -----------------------------------
                                       Judy Malacarne