LEGAL AND CONSULTING ENGAGEMENT AGREEMENT

         This Legal and Consulting  Engagement  Agreement  ("Agreement") is made
this 8th day of  October,  1998 by and between  Feingold & Kam, an entity  which
provides   legal   services  and  investment   banking   consultation   services
(hereinafter  "Consultant")  and  ThermaCell  Technologies,   Inc.  (hereinafter
"Company").

                                    RECITALS:

         Whereas,   Company  desires  to  engage  the  Consultant  through  this
Agreement to provide  services  which will assist the Company in raising  money,
providing  public exposure to the Company,  assisting in providing  stability to
the Company's  stock,  assisting in meeting  National  Association of Securities
Dealer's listing  requirements and providing legal services  attendant  thereto;
and

         Whereas,  Consultant  has the ability to provide  each of the  services
enumerated  above and shall  provide said  services to the Company  based on the
terms and conditions set forth herein; and

         Whereas,  the parties hereto desire to memorialize the terms upon which
services  shall be provided and  compensated  for and  therefore  have agreed to
enter into this Agreement.

         NOW, THEREFORE, for and in consideration of valuable consideration, the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree to the following:

1. SERVICES.  Consultant shall provide the following services to the Company and
the Company agrees that the Consultant  shall be the only entity to provide said
services  unless the parties  mutually  agree to  additional  firms,  persons or
entities to also be providing these services (hereinafter the "Services"):

         a. Assist in raising all capital necessary for the operation of Company

         b. Assist in all public  relations  matters  regarding the operation of
         the Company

         c. Assist in creating  strategic plans to help the Company's stock grow
         and be stable

         d.  Assist in  meeting  National  Association  of  Securities  Dealer's
         requirements

         e. Assist in the creation of mergers and acquisitions

         f. Provide all legal services  necessary for the completion of a merger
         and/or acquisition

         g. Provide all legal  services  necessary for the creation of contracts
         and the  compliance  with laws  regarding  the daily  operation  of the
         Company.

         h.  Obtain  market  makers and broker  dealers for  involvement  in the
         securities transactions of the Company

         i. Obtain  retail  brokerage and analyst involvement  of the Company's
         stock

2. DURATION OF THE AGREEMENT. This Agreement shall be in effect from the date of
execution of this Agreement until such time as either party desires to terminate
this  Agreement.  Notification  of a desire to terminate this Agreement shall be
provided  by  one  party  to the  other  via  Certified  Mail,  Return  Receipt.
Thereafter,  thirty days after the receipt of said letter of  termination,  this
Agreement  shall be  terminated.  The  purpose of this  clause is to permit each
party to be  continuously  satisfied  with the  conduct of the other and thereby
maintain this Agreement so long as each party satisfies the other.

3.  REPRESENTATIONS OF THE COMPANY. The Company Represents and Warrants that all
free  trading  stock  that is in the  possession  of  either  the  Company,  its
officers, directors, agents, affiliates,  employees,  beneficial holders of more
than five  percent of the  Company's  Stock or those  persons who have  received
stock via a private placement or securities act exemption; shall be deposited at
a brokerage  firm  identified by the Consultant and shall not be permitted to be
traded in the open market without the execution of a written  agreement  between
Consultant and Company which specifically  agrees to such free trading.  Company
understands that this term has been placed in this Agreement because any attempt
by  Consultant  to perform its  Services  could be  dramatically  affected by an
increase in the public  float of the Company  and thereby  Consultant  must have
adequate assurances as to the amount of and location of the freely trading float
of stock at all times.

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4. COMPENSATION. The Company agrees to pay Consultant the following compensation
(the "Compensation") for the Services:

         a. On the date of  execution  of this  Agreement  and every thirty days
thereafter,  the Company shall pay the Consultant,  in United States funds,  the
sum of $7,500.00  (Seven  Thousand Five Hundred  Dollars).  This shall cover all
legal fees for the Company except for any legal fees that may be incurred due to
litigation that may arise wherein the Company or its officers  and/or  directors
are named parties.

         b. If at any time during the duration of this  Agreement or thirty days
after the  termination  thereof,  if the Company's  stock price offer  quotation
shall average greater than or equal to one dollar for a three week period,  then
Consultant  shall be  immediately  given fifty  thousand  shares of free trading
stock in the Company.

         c. If at any time during the duration of this  Agreement or thirty days
after the  termination  thereof,  if the Company's  stock price offer  quotation
shall  average  greater  than or equal to one dollar and fifty cents for a three
week period,  then Consultant shall be immediately  given an additional  seventy
five thousand shares of free trading stock in the Company.

         d. If at any time during the duration of this  Agreement or thirty days
after the  termination  thereof,  if the Company's  stock price offer  quotation
shall average greater than or equal to two dollars for a three week period, then
Consultant shall be immediately  given an additional one hundred thousand shares
of free trading stock in the Company.

         e. If at any time during the duration of this  Agreement or thirty days
after the  termination  thereof,  if the Company's  stock price offer  quotation
shall  average  greater than or equal to two dollars and fifty cents for a three
week period,  then  Consultant  shall be  immediately  given an  additional  one
hundred thousand shares of free trading stock in the Company.

         f. If at any time during the duration of this  Agreement or thirty days
after the termination thereof if the Company's stock price offer quotation shall
average  greater than or equal to three  dollars for a three week  period,  then
Consultant shall be immediately given an additional four hundred thousand shares
of free trading stock in the Company.

         g. If at any time during the duration of this  Agreement or thirty days
after the  termination  thereof,  if the Company's  stock price offer  quotation
shall  average  greater  than or equal to five  dollars for a three week period,
then Consultant  shall be immediately  given an additional four hundred thousand
shares of free trading stock in the Company.

         h. If at any time during the duration of this  Agreement or thirty days
after the  termination  thereof,  if the Company's  stock price offer  quotation
shall average greater than or equal to ten dollars for a three week period, then
Consultant shall be immediately given an additional five hundred thousand shares
of free trading stock in the Company.

5.  ANTI-DILUTION.  The  Compensation  paid to  Consultant as referenced in this
Agreement  shall not be  subject  to any  dilution  based on any  stock  splits,
dividends  or  mechanisms  which may be  employed  by the  Company to change the
amount of stock authorized, issued or outstanding.

6.  GOVERNING. This  Agreement  shall be  governed by the laws of the State of
Florida.

7.  WARRANTIES.  Each party warrants to the other that they are, not the subject
of nor have they ever been the subject of any Securities and Exchange Commission
or National  Association of Securities Dealers  investigations or administrative
proceedings  and  furthermore  that  neither  party has ever been  arrested  nor
convicted of any crime.

8. ISSUANCE OF SECURITIES Each share of stock issued to Consultant shall be paid
in a manner that is most  beneficial to the financial  statements of the Company
as agreed with the mutual consent of Consultant and Company.

9.  SEPARATE   AGREEMENTS  This  Agreement  shall  constitute  several  separate
agreements for each of the Services and this Agreement  shall be re-drafted into
separate agreements as requested by the Company so as to more accurately reflect
the cost of the Services and each particular Service.  Therefore,  although this
Agreement is binding,  it is agreed that it shall be amended at a future date as
requested  by the Company to  accurately  reflect the  multiple  services  being
provided.

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Each party has read this Agreement and agrees to abide by the terms hereof:


                                               /s/ David Feingold
                                               ----------------------------
                                               Feingold & Kam, IBC

                                               10/8/98   Date
                                               -------

                                               /s/ John Pidorenko
                                               ---------------------------
                                               ThermaCell Technologies, Inc.

                                               10/8/98   Date
                                               -------