EXHIBIT 10.17

                                    AGREEMENT

AGREEMENT made this 6th day of May, 1998, by and between  Natural Cool,  Inc., a
Vermont  corporation,  hereinafter  called  the  SELLER  and  Safe  Alternatives
Corporation  of America,  Inc., a Florida  corporation,  hereinafter  called the
BUYER.

                              W I T N E S S E T H:

WHEREAS,  the SELLER  owns and  operates  the  business  known as Natural  Cool,
hereinafter known as the BUSINESS at; and

WHEREAS,  the BUYER wishes to purchase the business and the SELLER has agreed to
sell the business for the price and upon the terms and  conditions  set forth in
this AGREEMENT.

NOW  THEREFORE,  in  consideration  of the sum set forth  hereinafter  and other
valuable consideration, the BUYER and the SELLER hereby agree as follows:

1.  Sale  of the  Business:  The  SELLER  shall  sell,  free  and  clear  of all
encumbrances, except (1) those listed on Schedule A attached hereto, which shall
become the  obligation  of the BUYER,  (2) any and all claims made by or through
Clement Royer,  which the BUYER agrees to assume and to save the SELLER harmless
therefrom,  and (3) the BUYER agrees to purchase said business.  Said sale shall
include all the inventory and the office equipment, merchandise, trade fixtures,
and other  items of  tangible  personal  property  owned and used by the SELLER,
together with the goodwill,  ongoing  contracts,  customer list, trade name, and
trademark.

2. Purchase Price: The purchase price for the sale of the business is to be paid
in the following manner:

(a) The sum of One Dollar  ($1.00) in cash or a bank  check or  certified  check
payable to the order of SELLER at closing; and

(b) The BUYER'S assumption of the debts listed in Schedule A attached hereto and
made a part  hereof,  which debts shall be paid within ten (10) days of the date
hereof.

3. SELLER'S Representations: The SELLER warrants and represents:

(a) That the  SELLER is the owner of and has good  title to all of the assets to
be sold, free and clear of all  encumbrances,  except those listed in Schedule A
attached hereto, and any and all claim made directly or indirectly by or through
Clement  Royer,  which the BUYER  agrees to assume  and pay and save the  SELLER
harmless therefrom;

(b) There are no judgments,  liens,  actions or proceeding pending against it in
any court, except as to any claim of Clement Royer; and

(c) There are no  violations  of any kind  pending  or  threatened  against  the
business which is subject matter of this AGREEMENT.
<PAGE>

All  representations and warranties made by the SELLER shall survive the closing
of title.

4. Closing:  The closing and transfer of title to and possession of the business
shall take place at 3:00 PM on May 6, 1998 at the office of  SELLER'S  attorney,
Gregory P. Howe, Esquire,  Derby Road,  Newport,  Vermont, or at such other time
and place as may be  mutually  agreed upon by the  parties.  Each of the parties
will execute and deliver at the closing all instruments  reasonably  required to
carry out the terms and intent of this AGREEMENT.

Possession  of the  aforesaid  business  and all of the assets sold to the BUYER
shall be delivered to the BUYER at the time of the closing.

5. Books of  Account:  The SELLER  shall have the right to retain  copies of its
books of account,  checks, cancelled checks, bills, vouchers and support thereof
and all records relating to taxes not assumed by the BUYER hereunder.

6.  Inspection:  BUYER agrees that it has fully inspected the personal  property
and is fully satisfied with the physical  condition  thereon and it is accepting
said  personal  property  "as is" and  further  that  neither the SELLER nor any
representative  of the SELLER has made any  representation,  warranty or promise
upon  which the BUYER has relied  except as herein  expressly  set forth.  BUYER
further  acknowledges  that they  have been in  possession  and  control  of the
business  for  several  months  and as such are  familiar  with all areas of the
business.

7. Hold Harmless: The BUYER does hereby agree to hold harmless and indemnify the
SELLER from any liability to any other person for any claim,  cause of action or
right  arising out of the  operation of the  aforesaid  business  after March 1,
1997.

The SELLER  shall hold the BUYER  safe and  harmless  from any and all claims of
liability  of any  kind  whatsoever,  including  but  not  limited  to,  any tax
deficiencies  arising out of the operation of said business by the SELLER herein
up to  March  1,  1997.  Notwithstanding  the  foregoing,  SELLER  shall  not be
obligated  to hold the BUYER  safe and  harmless  from any claim made by Clement
Royer as referenced above.

8. Bulk  Transfer:  The SELLER  agrees to indemnify  and hold harmless the BUYER
from any and all claims,  actions,  suits,  liabilities,  legal fees,  costs and
disbursements  of any kind or nature arising out of any claim or suit instituted
by any person in connection  with the assets conveyed by the SELLER to the BUYER
hereunder  arising  prior to March 1, 1997 and except for claims  arising out of
those items set forth on Schedule A.

9. Interpretation:  In construing this AGREEMENT, the singular shall include the
plural and the plural the singular,  and the masculine  gender shall include the
feminine gender and vice versa as the context may require.

10. Captions: The captions of this AGREEMENT are inserted for reference only and
do not  constitute  a part of this  AGREEMENT  and  shall  not be  construed  as
defining or limiting in any way the scope or intent of the provisions hereof.
<PAGE>
11. Entire AGREEMENT:  This AGREEMENT sets forth the entire understanding of the
parties and may not be amended or changed or terminated orally.

12.  Successors:  This  AGREEMENT  shall bind the  parties  hereto,  their legal
representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in duplicate
on the year and date first above written.



IN THE PRESENCE OF:                            NATURAL COOL, INC.

                                               By /s/ Rodolph Chase
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Witness to Natural Cool, Inc.                  Rodolph Chase, President



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Witness to Natural Cool, Inc.


                                               SAFE ALTERNATIVES CORPORATION
                                               OF AMERICA, INC.
 
                                               By /s/ Richard J. Fricke
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Witness to SAC                                 Richard J. Fricke



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Witness to SAC                         


                                               /S/ Rodolph Chase
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Witness to Rodolph Chase                       Rodolph Chase, Individually


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Witness to Rodolph Chase