JOINT VENTURE AGREEMENT
                                     BETWEEN

                              HARVEY WESTBURY CORP.

                                       AND

                      USA UNITED SUPPLIERS OF AMERICA, INC.

This Joint Venture Agreement is made and entered into as of this October 18,
2000, ("Effective Date") by and between Harvey Westbury Corp. ("Harvey"), with
offices at 12 Andrews Drive, West Paterson, NJ 07424 and USA United Suppliers of
America, Inc. ("USA"), with offices at 228 Burnet Avenue, Maplewood, NJ 07040.

WHEREAS, Harvey is a distributor, packager, and assembler of various proprietary
accessories and kits to the aftermarket automotive industry; whereas, Harvey
maintains and markets air conditioning kits under the trademark, Easy Test(R),

WHEREAS, USA is a supplier of proprietary air conditioning refrigerant products
to the aftermarket automotive industry; whereas, USA maintains and markets air
conditioning refrigerant products under the trademark, AutoFrost(TM),

WHEREAS, Harvey and USA are desirous about entering into a relationship to
develop, market and distribute a unique series of air conditioning kits under
the name of Easy Test(R) AutoFrost(TM) Kit as defined within the Definitions
section with the following terms and conditions:

                                   DEFINTIONS

The following definitions set forth herein will be the basis for the terms and
conditions:

o    Kits: The term "Kits" will be used to define any and all products sold
     whereas Autofrost(TM)refrigerant is packaged in any form (boxed, clamshell,
     bag, etc.) with any form of Can Tap, Conversion Fittings, Can Adapter, Hose
     Assembly and/or Hose Adapter;


o    Can Tap: The term "Can Tap" will be used to define any device that
     punctures a can and allows the release of the refrigerant;


o    Can Adapter: The term "Can Adapter" will be used to define any device that
     attaches to the refrigerant can and attaches to a Can Tap or Hose Assembly
     or any appartus that allows the refrigerant to be transported into another
     refrigerant system;


o    Hose Assembly: The term "Hose Assembly" will be used to define any hose
     device and/or appartus that allows refrigerant to be tranported from the
     refrigerant can to another refrigerant system;


o    Conversion Fittings: The term "Conversion Fittings" will be used to define
     any fixtures or devices which convert other refrigerant systems such as
     R-12 (Freon) based to Autofrost(TM) refrigerant based systems;

o    Hose Adapter: The term "Hose Adapter" will be used to define a device which
     connects the Hose Assembly to the Conversion Fittings;


o    Easy Test(R) Autofrost(TM) Kit: The term "Easy Test(R) Autofrost(TM) Kit"
     will be used to define the kits under this agreement and will contain
     Harvey Westbury's Easy Test(R) Air Conditioning TotalTap(TM) Can Tap (can
     clam will NOT be included) and Hose Assembly, Harvey Westbury's Easy
     Test(R) Autofrost(TM) Can Adapter and USA United Suppliers of America's
     Autofrost(TM) canned refrigerant; These kits may contain additional non
     proprietary items such as Conversion Fittings, Instructions or other
     specialized items.

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                                   WITHNESSETH

In consideration of the mutual covenants set forth herein, the parties hereto
hereby agree to the following:

1.   Harvey Westbury will incur the costs to draft and administrate this
     agreement;

2.   Harvey Westbury will promote, market and sell Easy
     Test(R)Autofrost(TM)kits;

3.   Harvey Westbury will design, develop, maintain, and provide specialized
     Easy Test(R) Can Tap and Hose Assembly;

4.   Harvey Westbury will design, develop, maintain and provide specialized Easy
     Test(R) Can Adapter uniquely designed for Autofrost(TM) refrigerant
     specifications;

5.   Harvey Westbury will initially design and develop packaging for two (2)
     kits for the initial season, February through August 2001;

6.   Harvey Westbury will design and develop packaging for the Easy Test(R)
     Autofrost(TM) Retobaggie which will include the Hose Adapter, High and Low
     Side Fittings, and Retro-Fit Label supplied by USA United Suppliers at
     cost; to offered separately;

7.   Harvey Westbury will provide prototypes on a best efforts basis by
     September 1, 2000;

8.   Harvey Westbury will purchase Autofrost(TM) refrigerant at a maximum rate
     of $4.00 per can. Harvey Westbury's payment terms for product from USA
     United Suppliers of America will be standard 5%Net 90 days terms (special
     extended terms may be required on a case by case basis to promote and/or
     introduce the kits to certain clients, Harvey Westbury will submit written
     notice for any special terms requirements) Harvey Westbury's initial credit
     line will be $250,000 with the possibility to increase depending on the
     size of initial orders from particulary large clients (The Auxer Group, the
     parent company of Harvey Westbury Corp, agrees to pledge common stock in
     The Auxer Group as colateral for any overdue outstanding balance of Harvey
     Westbury's accounts payable to USA. In the event that HW fails to pay USA
     within agreed upon terms, USA will notify HW that is has 30 days to return
     its account status to current or USA may opt to convert the amount of HW's
     overdue balance into an equal value of common stock in The Auxer Group);

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9.   Harvey Westbury will provide warehousing, packaging labor and distribution
     for kits;

10.  Harvey Westbury will maintain a minimum level between August through
     February at the request of USA United Suppliers of America in which USA
     United Suppliers of America will advance the cost of the materials and
     labor to Harvey Westbury at time of request to be reimbursed upon shipping
     and payment of this product; For example, if USA deems it necessary to
     carry inventory during the off-peak months, USA will advance funds to
     Harvey Westbury to cover costs for requrested out of season inventory to be
     repaid upon shipment of inventory;

11.  Harvey Westbury will maintain the rights to the trademarks for any Easy
     Test(R) Autofrost(TM) Kits developed under this agreement as well as the
     kit designs, engineering, molds, and artwork;

12.  USA United Suppliers of America will supply the Autofrost refrigerant
     requirements within two (2) weeks of purchase order date on a best efforts
     basis, unless purchase orders exceed projectons, which could cause raw
     material shortages. In the case of the latter, Harvey Westbury would
     require the extent of the possiblities of shortages;

13.  USA United Suppliers of America will provide an initial supply of
     Conversion Fittings with caps, Hose Adapters, and Retrofit labels to Harvey
     Westbury on consignment; USA United Suppliers of America will reimburse
     Harvey Westbury for any and all expenses related to artwork, mold costs,
     plate costs and other development costs except design, testing and labor
     upon signing agreement. The initial projections for the three skus in
     discussion is approximately $10,000 with a cap of $12,000 (initial molds
     will be jointly owned);

14.  USA United Suppliers of America will supply complete customer list for
     Autofrost(TM) to Harvey Westbury upon signing agreement and refer any
     prospective clients to Harvey Westbury;

15.  USA United Suppliers of America will provide existingindependent testing
     results for Autofrost(TM) refrigerant to Harvey Westbury for marketing and
     sales purposes;

16.  Harvey Westbury and USA will jointly develop new marketing brochures and
     sales literature at USA's expense;

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17.  USA United Suppliers of America will provide marketing brochures and sales
     literature for Autofrost(TM) to Harvey Westbury to assist with marketing
     and sales as needed with prior approval from USA;

18.  USA United Suppliers of America will reimburse Harvey Westbury for 50% of
     any special promotion expenses which Harvey Westbury will submit in
     writing;

19.  USA United Suppliers of America may be required from time to time to
     participate in sales presentations as applicable; USA United Suppliers of
     America will comply by sending representatives as required at its expense
     and with advanced notice from Harvey Westbury;

20.  USA United Suppliers of America will obtain proper documentation to Harvey
     Westbury on EPA Acceptance of specialized Easy Test(R) "Can Adapter"
     uniquely designed for Autofrost(TM) refrigerant specifications by October
     1, 2000 and prior to any initial Harvey Westbury production runs can be
     authorized;

21.  The Kits bearing the name Easy Test(R) Autofrost(TM) Kit as defined will be
     exclusively manufactured, assembled and distributed by and through Harvey
     Westbury both within the domestic United States and internationally and/or
     worldwide;

22.  The term of this agreement will be for five (5) years from the Effective
     Date of this agreement to be renewable for an additional five (5) years on
     terms mutually agreeable to both parties.

23. Notices: All notices with respect to this agreement will be forwarded to the
following addresses:

         Harvey Westbury Corp.
         12 Andrews Drive
         West Paterson, NJ  07424

         USA United Suppliers of American
         228 Burnet Avenue
         Maplewood, NJ 07040

24.  Governing Laws: This Agreement and the obligations of the parties shall be
     interpreted, contrued, and enforced in accordance with the law of the State
     of New Jersey;

25.  This agreement may be executed in one or more counterparts, each of which
     shall for all purposes be deemed to be an original but all of which shall
     constitute one and the same Agreement;

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<PAGE>

26.  Entire Agreement: This Agreement contains the entire agreement among the
     parties hereto relative to the formation of this joint venture. No
     variations, modifications or changees herein or hereto shall be binding
     up0on any party unless set forth in a document duly executed by or on
     behalf of such party;

27.  Serverability: If any provision of this Agreement or the application
     thereof to any person or circumstance shall be invalid or unenforceable to
     any extent, the remainder of this Agreement and the application of such
     provisions to other persons or circumstances shall not be affected thereby
     and shall be enforced to the fullest extent permitted by law;

28.  Both parties warrant that the companys are legally able to enter into this
     Agreement, that the parties signing on behalf of the companies are legally
     authorized to do so, and that the trademarks are of legal property of the
     companies;

29.  Binding Agreement: Subject to the restrictions on transfers and
     encumbrances set forth herein, this Agreement shall inure to the benefit of
     and be binding upon the undersigned parties and their respective
     representatives, heirs, successors and assigns; and

30.  Headings: The heading of this Agreement are for convenience only and shall
     in no wise be deemed part of the terms, convenants or conditions of this
     Agreement or interpretive of the contents of this Agreement.

IN WITNESS WHEREOF the parties hereunto have caused this Agreement to be signed
by duly authorized representatives as of the day and year first above written.

Harvey Westbury Corp.                     USA United Suppliers of America, Inc.
/s/ Ronald M. Shaver                      /s/ Ted Broudy
-------------------------------           -----------------------------
Ronald M. Shaver                          Ted Broudy
President                                 President

                                          /s/ James Bourke
                                          ------------------------------
                                          James Bourke
                                          Secretary