EXHIBIT 10.19

                  PURCHASE AGREEMENT WITH LAMINAIRE CORPORATION




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                               PURCHASE AGREEMENT

     AGREEMENT  made  as  of  the  9th  day  of  October,  1997,  by  and  among
Thermo-Mizer Environmental Corp., a corporation duly organized, validly existing
and in good  standing  under and by virtue of the laws of the State of Delaware,
with  executive  offices  at 528 Oritan  Avenue,  Ridgefield,  New Jersey  07657
(hereinafter  referred to as the "Buyer"),  and Garay,  LLC, a limited liability
company,  duly organized and validly existing under and by virtue of the laws of
the State of New Jersey (hereinafter referred to as the "Seller").

                                  INTRODUCTION

     A. The Seller owns one hundred  percent (100%) of the presently  issued and
outstanding  shares of capital  stock  (hereinafter  referred to as the "Company
Stock") of Laminaire Corporation, a corporation duly organized, validly existing
and in good standing under and by virtue of the laws of the State of New Jersey,
with executive  offices at 960 East Hazelwood Avenue,  Rahway,  New Jersey 07065
(the "Company").

     B. The Seller is willing to sell the Company  Stock to Buyer,  and Buyer is
willing to purchase the Company Stock from Seller.  The agreed purchase price is
Three Million ($3,000,000) Dollars for 100% of the Company Stock as valued as of
September 30, 1996,  exclusive of three automobiles.  The exact selling price is
to be adjusted to reflect the difference  between the shareholders  equity shown
in the financial  statements of September 30, 1996 and the last day of the month
ending  prior to the month of the  closing  date,  which  shall be no later than
October 31, 1997.

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The terms of the sale will be for One Million  ($1,000,000) Dollars in cash, Two
Million  Two  Hundred  Thousand  ($2,200,000)  Dollars  in a  first  convertible
promissory  note,  and the adjusted  balance in a second  short term  promissory
note, subject to the terms and conditions of this agreement and payable on March
31, 1998.

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                             SCHEDULES AND EXHIBITS

SCHEDULES
---------

1(b)              Shares of Laminaire
2(b)              Financial Statements
2(b)(2)           Material Adverse Changes
2(d)              Tax Returns
2(e)              Property
2(f)              Inventory
2(g)              Contracts
2(g)(5)           Insurance
2(g)(6)           Banks
2(g)(7)           Interested Transactions
2(g)(8)           Defaults
2(g)(9)           Accounts Receivable
2(i)              Employee Relations
2(k)              Litigation
2(l)              Patents
2(m)              Trademarks
2(p)              Loans
2(r)              Environmental Protection
5(c)              Employees Continuing in Employment

EXHIBITS
--------

A                 First Note
B                 Second Note
C                 Third Note
D                 Laminaire Guaranty
E                 Security Agreement and UCC-1
F                 General Release
G                 Laminaire Mortgage and Security Agreement and UCC-1
H                 Charles J. Garay Employment Agreement
I                 Antonio Garay Employment Agreement
J                 Gerald E. Reilly Employment Agreement
K                 Etta Monteleone Employment Agreement

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     NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
herein contained,  the sufficiency of which is hereby acknowledged,  the parties
intending to be legally bound hereby do hereby agree as follows:

     1. Purchase of Stock and Consideration.

     (a)  Purchase  and Sale of Stock.  In reliance on the  representations  and
warranties,  and subject to the terms and conditions  hereinafter set forth, the
Seller  shall sell and deliver to Buyer,  and the Buyer shall  purchase and take
delivery from Seller, on the Closing Date (as hereinafter  defined),  all of the
Company Stock owned by the Seller.  Each  certificate  representing  the Company
Stock shall be duly  endorsed  for  transfer or  accompanied  by an  appropriate
instrument of transfer duly executed.

     (b) Purchase Price and Terms of Payment.

          (1) The Purchase  Price for the Company  Stock shall be Three  Million
     Dollars  ($3,000,000),  adjusted  to reflect  the  difference  between  the
     Stockholders'  Equity of the Company shown in the  financial  statements of
     September  30, 1996 and the last day of the month ending prior to the month
     of the closing, calculated and agreed to no later than December 31, 1997.

          (2) The purchase price shall be payable as follows,  (i) $1,000,000 in
     cash, (ii) convertible promissory note in the aggregate principal amount of
     $2,200,000,  which note shall bear  interest at the rate of ten percent per
     anum (the  "First  Note"),  in the form of Exhibit A attached  hereto,  and
     (iii) a promissory note in the principal  amount of the difference  between
     (a) the  Stockholders'  Equity (as hereinafter  defined) of Laminaire as of
     the last day of the month  prior to closing  minus  $200,000  minus (b) the
     Stockholders'  Equity of Laminaire  as of  September  30, 1996 (the "Second
     Note")  payable in the form of the note,  which note shall bear interest at
     the rate of

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     fifteen percent per annum,  attached hereto as Exhibit B. In the event that
     the  adjustment as determined in accordance  with clause (iii) is less than
     $0,  then the  principal  amount of the First Note shall be reduced by such
     amount.  The term  "Stockholders'  Equity" shall mean as of the time of any
     determination thereof, the net worth of Laminaire, all as determined by the
     Company in accordance with generally accepted  accounting  principles.  The
     cash  portion of the  purchase  price  shall be paid by  certified  or bank
     cashier's  check or wire transfer on the closing date (the "Closing  Date")
     to the order of the  Seller.  The First Note and Second  Note shall also be
     delivered by Buyer on the Closing Date and the Second Note shall be amended
     as to the amount not later than December 31, 1997..

          (c) Security  Interest.  The Buyer's  obligations under the First Note
     and the Second Note shall be secured by separate security  interests in the
     real property and all tangible and intangible  personal property including,
     inventory  and  accounts  receivables  of the  Buyer  and  of  the  Company
     (including  their  respective  subsidiaries),  including  the inventory and
     accounts  receivable  owned by the Buyer and the Company  during the period
     between the Closing and the satisfaction of the Buyer's  obligations  under
     the  First  Note,  as set forth in the  Security  Agreements  and  mortgage
     annexed hereto as Exhibits E and G. Such security  interests shall be first
     in priority,  upon the satisfaction of all of the Company's  obligations to
     Corestates  New  Jersey  National  Bank  (the  "Bank")  pursuant  to a loan
     agreement  dated as of July 17, 1996 (the "Loan  Agreement") on the Closing
     Date, except such security  interest will be second in priority,  only with
     respect  to  Buyer's  accounts  receivable  granted  to  the  holders  of a
     convertible  debenture in the original  principal amount of $550,000 issued
     in connection with the transactions contemplated by this Agreement and to a
     certificate of deposit held by Bank of New York in the principal  amount of
     $375,000.

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          (d) Third Note. At Closing,  Buyer shall deliver a promissory  note in
     the  aggregate  principal  amount of  $90,479.27,  which  note  shall  bear
     interest at the rate of fifteen percent per anum (the "Third Note"), in the
     form of Exhibit C attached hereto, payable to Charles J. Garay.

          (e) Laminaire  Guarantee.  The Company shall deliver a guaranty of the
     Buyer's  obligations  under the First  Note,  the Second Note and the Third
     Note, in the form of Exhibit D attached hereto.

     2.  Representations  and  Warranties  of the Company  and the  Seller.  The
Company and the Seller  jointly and  severally  represent,  warrant and agree as
follows:

     (a) Corporate.

          (1) The Company is a corporation duly organized,  validly existing and
     in good  standing  under  and by  virtue  of the  laws of the  State of New
     Jersey.  The  Company  is  not  qualified  to  do  business  as  a  foreign
     corporation in any other states and is not required to so qualify.

          (2) The Company has the power to own its  property and to carry on its
     business as and where such are now conducted. The Company does not have any
     equity  interest in any other  corporation,  partnership,  joint venture or
     association or control, directly or indirectly, of any other entity, except
     for its wholly-owned subsidiary, Cleanaire Industries, Inc.

          (3) The authorized  capital stock of the Company (the "Company Capital
     Stock")  consists of 2500 shares of voting common  stock,  no par value per
     share, of which all are issued and outstanding.  The issued and outstanding
     shares of the Company's  voting common stock are as stated in Schedule 1(b)
     (the "Company's Outstanding Capital Stock"). The Seller owns,  beneficially
     and of  record,  all of the  shares of the  Company's  Outstanding  Capital
     Stock, free and

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     clear of all liens,  claims,  charges,  security interests and encumbrances
     ("Free and Clear Title"). The Company's  Outstanding Capital Stock are held
     in its  treasury.  The  Company's  Outstanding  Capital Stock has been duly
     authorized and validly issued and is fully paid and nonassessable;  with no
     liability  on the part of the  holders  thereof.  There  are no  preemptive
     rights on the part of any holder of any class of  securities of the Company
     and no  options,  warrants,  conversion  or  other  rights,  agreements  or
     commitments of any kind obligating the Company,  contingently or otherwise,
     to  issue or sell  any  shares  of its  capital  stock of any  class or any
     securities  convertible  into or  exchangeable  for any such  shares and no
     authorization therefor has been given.

          (4)  The  copy  of the  Articles  of  Incorporation  certified  by the
     Secretary  of the State of New  Jersey on or about  September  24,  1997 as
     being  a true  and  current  copy of the  Articles  of  Incorporation,  the
     By-Laws,  and lists of officers  and  directors  of the Company  previously
     delivered  by the Seller to Buyer,  are true and  correct  copies as of the
     date hereof.

          (5) This  Agreement has been duly executed and delivered by the Seller
     and  constitutes  the legal,  valid and binding  obligation  of the Seller,
     enforceable in accordance  with its terms,  except as may be limited by (i)
     bankruptcy,  insolvency,  reorganization,  moratorium or laws affecting the
     rights and remedies of creditors  generally,  and (ii) the  availability of
     the remedy of specific  performance,  injunctive  relief or other equitable
     relief,  whether applicable applied by a court of law or equity,  including
     the exercise of judicial  discretion in accordance with general  principles
     of equity.

     (b) Financial.

          (1) The audited  balance sheets of the Company as of December 31, 1995
     and 1996,  the related  audited  statement  of earnings for the years ended
     December 31, 1995 and

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     1996, and the unaudited balance sheet as of August 31, 1997 and the related
     unaudited statement of earnings for the eight months then ended prepared by
     the Company, labeled Schedule "2(b)" and previously delivered to Buyer, are
     complete  and correct and present  fairly the  financial  condition  of the
     Company as of  December  31,  1995 and 1996 and August  31,  1997,  and the
     results of its  operations  for the periods then ended in  conformity  with
     generally accepted accounting principles applied on a basis consistent with
     that of the preceding periods.

          (2) Since  August 31, 1997,  except as specified in Schedule  2(b)(2),
     the business of the Company has been  carried on in the ordinary  course in
     substantially  the same  manner as prior to that date,  and the Company has
     not:

               (i)  undergone  any  material  adverse  change  in the  financial
          condition  or in the  operations  or the  business of the Company from
          that shown on the unaudited financial statements as of August 31, 1997
          referred to in subsection (b)(1) of this Section 2, including, but not
          limited to, any reduction in excess of $10,000 in the  Company's  cash
          or cash equivalents;

               (ii)  any  damages,  destruction  or  loss,  whether  covered  by
          insurance or not, which  materially and adversely affect the business,
          property or assets of the Company;

               (iii)  made any  declaration,  setting  aside or  payment  of any
          dividend, or any distribution with respect to the capital stock of the
          Company  or any  direct  or  indirect  redemption,  purchase  or other
          acquisition by the Company of any such stock;

               (iv) made any increase in the  compensation  payable or to become
          payable by the Company to directors,  officers or employees other than
          as mandated by law

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          with respect to minimum wages,  or in the payment of any bonus,  or in
          any insurance,  pension or other benefit plan,  payment or arrangement
          made to, for or with any of such officers, employees or agents;

               (v) changed any accounting principles applicable to the books and
          records of the Company or reduced its reserves or allowances; or

               (vi)  encountered  any other event or condition of any character,
          not in the ordinary course of business,  that materially and adversely
          affect the results of operations or business or financial condition of
          the Company.

     (c) Undisclosed Liabilities.

     The Company has no liabilities or obligations,  either  accrued,  absolute,
contingent or otherwise, except:

          (1) to the extent  reflected  or  reserved  against  in the  financial
     statements  referred  to in  subsection  (b)(1) of this  Section 2, and not
     heretofore paid or discharged;  

          (2) to the  extent  specifically  set  forth  in any of the  Schedules
     delivered to Buyer or elsewhere in this Agreement; and

          (3) those incurred in or as a result of the normal and ordinary course
     of business since August 31, 1997, all of which have been  consistent  with
     past practices and none of which in the aggregate are material and adverse.

     (d) Tax Returns.

     Except as otherwise described on attached Schedule 2(d):

          (1) The Company has filed with the appropriate  governmental  agencies
     all the returns  required to be filed by it or with respect to its business
     and has paid,  or made  provision  for the payment of, all taxes as well as
     penalties and interest related thereto, if any, which

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     have or may become due  pursuant to said  returns,  except taxes which have
     not yet accrued or otherwise become due or for which adequate provision has
     been made on the books of the Company.

          (2) None of such returns has been examined and settled, and no waivers
     of statutes of limitation have been given or requested.

          (3) All such returns and reports have been  prepared on the same basis
     as those of  previous  years,  and all  federal,  state,  city and  foreign
     income, profits,  franchise,  sales, use, occupation,  property,  excise or
     other taxes due in connection  with the  Company's  business has been fully
     paid or accrued or  adequately  reserved  for in the  financial  statements
     referred to in subsection (b)(1) of this Section 2 of the Agreement.

          (4) No deficiency or assessment with respect to or proposed adjustment
     of the Company's Federal,  state,  county or local taxes are pending or, to
     the best of the Company's  knowledge,  threatened.  There are no tax liens,
     whether imposed by any Federal,  state,  county or local taxing  authority,
     outstanding against the assets, properties or businesses of the Company.

     (e) Title to Property.

          (1) A list of all real and personal  property  owned by the Company is
     set forth on Schedule 2(e) attached hereto (hereinafter  referred to as the
     "Assets").  The Company owns all right, title and interest in and to all of
     its respective properties and assets, including intangibles, free and clear
     of all mortgages,  liens,  pledges,  charges or  encumbrances of any nature
     whatsoever,  except as set forth in Schedule 2(e)  previously  delivered to
     Buyer;  and has taken all steps necessary or otherwise  required to perfect
     and protect its rights in and to their respective properties

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     and  assets,  including  intangibles.  The parties  acknowledge  that three
     automobiles were transferred to Charles Garay or his designees prior to the
     Closing (the "Automobiles").

          (2) The  Company  does not  lease  any real or  personal  property  as
     lessee,  except as set forth in Schedule  2(g),  attached  hereto.  Each of
     these leases (the "Leases") are in good standing,  valid,  binding,  and in
     full  force and effect and have not been  modified.  The  Company is not in
     default under any of the Leases and the Company has not received any notice
     of its default under any of the leases and Company has not given any notice
     of any and there is no default by any other  party under any of the Leases,
     nor has any event  occurred  which,  with notice or the passage of time, or
     both,  would  constitute  a  default  by any other  party  under any of the
     Leases.  Except as set forth on Schedule 2(g), the Company's  rights in the
     property   covered  under  the  Leases   (including  any  improvements  and
     appurtenances  thereto) are  paramount to the rights of any other person or
     entity other than the landlords under the leases.  The Company has received
     no notices  other than periodic  rent,  common area  maintenance  and other
     operating  expense bills from the landlord under each lease and as included
     in the Company's lease files made available for Buyer's review.

          (3) Except as set forth on Schedule  2(g),  all  personal  property in
     which the Company has an  ownership  or  leasehold  interest,  or which the
     Company  has  in its  possession,  are in all  material  respects  in  good
     operating  condition and repair and in all material respects conform to all
     applicable laws,  including  without  limitation  building and zoning laws,
     statutes,  ordinances or regulations and no notice of any violation of such
     matters  relating  to the  business,  property or assets of the Company has
     been received by the Company. Except as set forth on Schedule 2(e), none of
     the premises owned or leased by the Company are in need of maintenance

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     or  repairs  except  for  reasonable  wear and tear  and  ordinary  routine
     maintenance and repairs that are not material in nature or cost.

          (4)  Neither  the whole nor any  portion of any of the Assets has been
     condemned or  otherwise  taken by a public  authority,  nor does the Seller
     know or have any reasonable  grounds to believe that any such  condemnation
     or taking is threatened or contemplated.

          (5) Seller has  delivered  to Buyer an appraisal  report  issued by an
     appraiser  acceptable to Buyer and dated in 1996 which  concludes  that the
     land and real property located at 960 East Hazelwood  Avenue,  Rahway,  New
     Jersey have a current value of not less than $2,150,000.

     (f)  Inventories.  The  inventories of the Company  existing on the Closing
Date consist of items of a quality and quantity usable or saleable in the normal
course of its business, subject to usability and salability exceptions described
on attached  Schedule 2(f) which are consistent  with past business  experience.
The inventories being paid for by Buyer in accordance with this Agreement on the
Closing  Date will consist of a quantity  usable or saleable  within one hundred
eighty (180) days  following the Closing Date on the  assumption the business of
the Company  continues to operate and the values at which such  inventories  are
carried reflect the normal  inventory  valuation  policy of the Company with all
inventories  valued at the lower of cost or market,  with costs  determined on a
first-in, first-out basis. The present inventories of the Company are maintained
at levels that are  consistent  with past  practices to this point of the fiscal
year.  Schedule  "2(f)"  (previously  delivered  to Buyer) sets forth the actual
inventory for the business as of September 30, 1997.

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     (g) Contracts and Commitments.

     Except as set forth on attached Schedule 2(g):

          (1) The Company has no written or oral contracts or commitments (other
     than in the normal course of business)  involving a consideration in excess
     of $5,000.

          (2) There are no claims under any service warranties,  whether express
     or implied, by the customers of the Company.

          (3) The Company has not given any  revocable or  irrevocable  power of
     attorney to any person, firm or corporation for any purpose whatsoever.

          (4) The Company is not  restricted  by agreement  from carrying on its
     business anywhere in the United States.

          (5) Set forth in Schedule 2(g)(5),  previously delivered to Buyer, are
     insurance  policies  and bonds in force with respect to the Company and the
     date on which such  policies were to be in force and the date on which such
     policies expire.

          (6) Set forth in Schedule  2(g)(6)  previously  delivered to Buyer are
     the names and  locations of all banks in which the Company has accounts and
     the names of persons authorized to sign checks, drafts or other instruments
     drawn thereon.

          (7) Except as set forth on Schedule 2(g)(7),  previously  delivered to
     Buyer,  no director,  officer,  employee or stockholder of the Company,  or
     member of the family of any such person,  or any corporation,  partnership,
     trust or other entity in which any such person, or any member of the family
     of any such person, has a substantial interest or is an officer,  director,
     trustee, partner or holder of more than 5% of the outstanding capital stock
     thereof,  in an entity who is a  competitor,  customer,  supplier or other,
     entity, who, during the past 12 months has been a party

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     to any transaction with the Company,  including any contract,  agreement or
     other  arrangement  providing for the employment of, furnishing of services
     by,  rental  of real or  personal  property  from  or  otherwise  requiring
     payments to any such person or firm.  For the  purposes  hereof,  a spouse,
     lineal descendant,  parent, brother or sister of any Seller shall be deemed
     to be a member of the family of such Seller.

          (8) The  Company is not in  default,  nor is there any known basis for
     any  claim  of  default,   under  any  contracts  or  commitments  made  or
     obligations owed by it. The Company has no present expectation or intention
     of not fully performing all its obligations under each such lease, contract
     or other  agreement,  and the  Company  has no  knowledge  of any breach or
     anticipated  breach by the other  party to any  contract or  commitment  to
     which the Company is a party. To the best of Seller's knowledge, no consent
     or approval of any third party is required with respect to such contract in
     order  to  avoid  a  default  thereunder  by  reason  of  the  transactions
     contemplated by this Agreement, except as set forth on Schedule 2(g)(8).

          (9) Except as disclosed on Schedule 2(g)(9),  all accounts  receivable
     of the Company  reflected in the aging of  receivables  as of September 30,
     1997 (attached as part of Schedule 2(b),  except those collected since such
     date, and such additional accounts receivable as are reflected on the books
     of the Company on the date hereof, net of applicable  reserves set forth on
     such books, are collectible. Schedule 2(g)(9) previously delivered to Buyer
     is an aging  Schedule with respect to such accounts  receivable,  as of the
     date thereof.

     (h) Disclosure.  No representation or warranty by the Company or the Seller
in this Agreement,  nor any statement,  certificate or Schedule furnished, or to
be  furnished,  by or on behalf of the  Company or the Seller  pursuant  to this
Agreement, nor any document or

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certificate  delivered to Buyer  pursuant to this  Agreement,  contains or shall
contain any untrue  statement  of a material  fact,  or omits,  or shall omit to
state a material fact  necessary to make the  statements  contained  therein not
materially misleading.

     (i) Employee Relations.

          (1) The Seller has  heretofore  furnished to Buyer a true and complete
     payroll  roster  (Schedule  2(i)) of all  employees  of the  Company  as of
     September 26, 1997 showing the rate of pay for each such person entitled to
     receive  compensation from the Company, and the gross payments made to each
     such person for the periods set forth above. No increases in such salaries,
     other  than as set forth on  Schedule  2(i),  or the  increase  in  federal
     minimum wage, has been given since September 30, 1997.

          (2)  (i)  The  Company  is not a party  to any  collective  bargaining
     agreement  covering or relating to any of its employees except as set forth
     in  Schedule  2(i),  previously  delivered  to Buyer.  The  Company  is not
     required  to  recognize  and  have  not  received  a  written   demand  for
     recognition by any collective bargaining representative.

               (ii) The Company is not a party to any  contract  with any of its
          employees,    agents,   consultants,    officers,    salesmen,   sales
          representatives, distributors or dealers that is not cancelable by the
          Company  without  penalty  or premium  on not more than  thirty  days'
          notice, except as set forth in Schedule 2(i) attached hereto; and

               (iii) The Company has not  promulgated any policy or entered into
          any  agreements  relating to the payment of severance pay to employees
          whose employment is terminated or suspended, voluntarily or otherwise.

          (3) Except as set forth in the schedules attached hereto:

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               (i) The Company has  complied in all material  respects  with all
          applicable  laws,   rules  or  regulations   relating  to  employment,
          including those relating to wages,  hours,  collective  bargaining and
          the withholding and payment of taxes and  contributions,  and (ii) the
          Company has complied in all material  respects with the National Labor
          Relations Act, as amended,  Title VII of the Civil Rights Act of 1964,
          as amended,  the Occupational  Safety and Health Act,  Executive Order
          11246, the regulations under such acts and all other Federal and state
          laws  applicable to the Company  relating to the  employment of labor,
          including  any  provisions   thereof  relating  to  discrimination  or
          harassment.  The  Company  has,  and will  have at the  Closing  Date,
          withheld all amounts  required by law or agreement to be withheld from
          the wages or salaries of its  employees  and there are no arrearage of
          wages,  payments  under any  pension  or  insurance  plan or any other
          benefit,  or any  tax or  penalty  for  failure  to  comply  with  the
          foregoing owed by all of them with respect to employees  which are not
          either accrued or adequately reserved for in the financial  statements
          referred  to in  Subsection  2(b)(i) of this  Agreement.  There are no
          material controversies pending or threatened,  between the Company and
          any  of  its  employees  or  any  labor  unions  or  other  collective
          bargaining   agents   representing  or  purporting  to  represent  its
          employees.

          (4) The Company has not  promulgated any  profit-sharing,  retirement,
     stock  purchase,  deferred  compensation  or other  similar plan  providing
     benefits  for  its   employees  and  the  Company  has  not  announced  the
     prospective  promulgation  thereof  except as set forth in  Schedule  2(i).
     There is no unfunded past service credit  liability or any other  liability
     with respect to any such plans other than as set forth on Schedule 2(i). No
     reportable event as defined in Title IV of the Employee  Retirement  Income
     Security Act of 1974, as amended by the Multi

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     employer  Pension Plan Amendments Act of 1980, has occurred with respect to
     any such plan subject to the minimum funding  requirement of Section 412 of
     the Internal Revenue Code.

     (j) No Breach of Statute or Contract. Neither the execution and delivery of
this  Agreement,  nor compliance with the terms and provisions of this Agreement
on the part of the Company or the Seller, will (i) violate any statute, license,
or regulation of any governmental  authority,  domestic or foreign, or (ii) will
result in the  default  by the  Company  or any of the  Seller of any  judgment,
order, writ, decree,  rule or regulation of any court or administrative  agency,
or (iii) will breach,  conflict with, or result in a breach of any of the terms,
conditions or provisions of any material agreement or instrument to which either
the  Company  or the  Seller  is a party,  or by which  any of them is or may be
bound, or (iv) constitute a default thereunder, or (v) result in the creation or
imposition of any claim,  lien,  charge or encumbrance of any nature  whatsoever
upon, or (vi) give to others any claim, interest or rights,  including rights of
termination  or  cancellation  in, or with  respect  to, any of their  property,
assets, contracts, licenses or businesses.

     The  conduct  of  the  Company's  business  does  not  violate  any  law or
regulation applicable to such business.  The Company has complied with all laws,
rules,   regulations  and  orders   applicable  to  its  business,   operations,
properties,  assets,  products and  services,  and the Company has all necessary
permits,  licenses and other authorizations  required to conduct its business as
conducted  and as proposed to be  conducted.  There is no  existing  law,  rule,
regulation  or order,  and the Company is not aware of any proposed  law,  rule,
regulation  or  order,  whether  Federal  or  state,  which  would  prohibit  or
materially restrict the Company from, or otherwise  materially  adversely affect
the Company in,  conducting its business in any  jurisdiction in which it is now
conducting   business,   except  that  the   consummation  of  the  transactions
contemplated by this Agreement may

                                       17


<PAGE>



constitute a default in any contract in which the Company has represented that a
majority of its common stock is owned by "individuals  eligible for minority set
aside contracts".

     (k) No  Litigation.  Except  as  set  forth  in  Schedule  2(k)  previously
delivered  to  Buyer,  there  is  no  suit,  action  or  legal,  administrative,
arbitration or other proceeding or governmental investigation,  or any change in
the zoning or building  ordinances  affecting  the real  property  or  leasehold
interests of the Company, pending or threatened against the Company. The Company
has not received any opinion or memorandum or legal advice from legal counsel to
the effect that it is exposed,  from a legal  standpoint,  to any  liability  or
disadvantage  which  may be  material  to  its  business,  financial  condition,
operations, property or affairs. Each of the Company and its subsidiaries is not
in default with  respect to any order,  writ,  injunction  or decree known to or
served  upon the  Company or its  subsidiaries  of any court or of any  Federal,
state, municipal or other governmental  department,  commission,  board, bureau,
agency or  instrumentality,  domestic or foreign.  There is no action or suit by
the Company or its subsidiaries pending or threatened against others.

     (l) Patents and Trademarks.  Schedule 2(l) and 2(m) previously delivered to
Buyer  correctly sets forth a list of all letters patent,  patent  applications,
inventions upon which patent  applications have not yet been filed, trade names,
trademarks,  trademark  registrations  and applications,  copyrights,  copyright
registrations  and  applications,  both domestic and foreign,  presently  owned,
possessed,  used or held by the Company and,  except for licenses from the Buyer
or unless  otherwise  indicated  in such  Schedule,  the Company owns the entire
right,  title and interest in and to the same. Such Schedule also correctly sets
forth  all  patents,   patent   applications,   inventions   upon  which  patent
applications  have  not yet  been  filed,  trade  names,  trademarks,  trademark
registration and applications,  and licenses,  both domestic and foreign,  which
materially in any way

                                       18


<PAGE>



relate to the business of the Company,  and which are owned or controlled by any
director,  officer,  stockholder or employee of the Company.  Such Schedule also
correctly  sets forth a list of all  licenses  granted to the Company by others,
except by the Buyer,  and to others by the Company.  All letters patent,  patent
applications, trade names, trademark registrations and applications, copyrights,
copyright  registrations and  applications,  and grants of licenses set forth in
such Schedule are subject to no pending or threatened  challenge,  except as set
forth in said  Schedule.  The conduct of the  Company's  business as  heretofore
carried on is free from any  infringement  by it of patents,  trademarks,  trade
name rights,  copyrights or publication rights of others, except as set forth in
said  Schedule  and no  notice  of any  infringement  has been  received  by the
Company.

     (m) Trademark  Indemnification.  Except as set forth in Schedule  2(m), the
Company  has  not  given  any   indemnification   for   trademark  or  copyright
infringement as to any equipment, materials or supplies manufactured,  produced,
used or sold by it or with respect to services rendered by it.

     (n)  Absence  of  Undisclosed  Liabilities.  The  Company  has no  material
liabilities of any nature,  whether accrued,  absolute,  contingent or otherwise
(including without  limitation any affirmative  obligations under its Leases and
liabilities  as guarantor or otherwise  not  disclosed to the Buyer  pursuant to
this Agreement with respect to obligations of others,  or liabilities  for taxes
due or accrued or to become due in each case to the extent not  disclosed to the
Buyer pursuant to this Agreement).

     (o)  Insurance.  The  Company  holds  policies  in the  amounts and for the
coverage set forth on Schedule  2(g)(5),  previously  delivered to Buyer,  which
coverage is consistent  with Company's past business  practices and covering all
of the insurance required to be maintained

                                       19


<PAGE>



by it and which is customary for  businesses  similar to the Company.  There are
currently no claims  pending  against the Company under any  insurance  policies
currently  in effect and  covering  the  property,  business or employees of the
Company,  there has been no lapse of coverage as a result of the  termination of
any policy and all  premiums  with  respect to the  policies  maintained  by the
Company due and payable  through the date hereof have been paid by the  Company,
or on behalf of the Company.

     (p) Loans and Advances.  Except as set forth on Schedule  2(p),  previously
delivered to Buyer, the Company does not have any outstanding  loans or advances
to any person and is not  obligated to make any such loans or advances,  except,
in  each  case,  for  advances  to  employees  of  the  Company  in  respect  of
reimbursable  business  expenses  anticipated to be incurred by it in connection
with its performance of services for the Company.

     (q) Environmental Protection.

          (1) Definitions.  For purposes of this Agreement,  the following terms
     shall have the following meanings:

               (i)  "Environmental  Law" means any federal,  state,  provincial,
          foreign, or local statute, law, rule, regulation,  ordinance,  code or
          policy  having the force of law relating to pollution or protection of
          the environment or natural resources, existing as of the Closing Date,
          including,   without  limitation:   the  Comprehensive   Environmental
          Response,  Compensation  and Liability Act, 42 U.S.C.  ss.9601 et seq.
          ("CERCLA");  the Superfund  Amendments and Reauthorization Act, Public
          Law 99-499,  100 Stat. 1613);  Resource  Conservation and Recovery Act
          ("RCRA"),  42 U.S.C.  ss.6901,  et seq.;  the  National  Environmental
          Policy Act, 42 U.S.C.  ss.4321; the Safe Drinking Water Act, 42 U.S.C.
          ss.300f et seq.; the Toxic Substances Control Act ("TSCA"),

                                       20


<PAGE>



          15 U.S.C.  ss.2601 et seq.;  the Federal  Insecticide,  Fungicide  and
          Rodenticide  Act, 7 U.S.C.  ss.136,  et seq.; the Hazardous  Materials
          Transportation  Act, 49 U.S.C.  ss.1801;  the Federal Water  Pollution
          Control Act, 33 U.S.C.  ss.1251 et seq.; the  Occupational  Safety and
          Health Act, 29 U.S.C.  ss.651 et seq.; and counterpart state and local
          laws; and any regulations or orders adopted thereunder.

               (ii) "Governmental  Agency" means any agency of the United States
          Government,  any state,  or  political  subdivision  thereof,  and any
          entity  exercising  executive,  legislative,  judicial,  regulatory or
          administrative  functions of a government with  jurisdiction  over the
          matter in question.

               (iii) "Pre-Closing Environmental Condition" means the presence of
          a  Regulated  Substance  used  in the  ordinary  course  of  Company's
          operations) on or in environmental  media at a property (including the
          presence in surface water, groundwater, soils or subsurface strata, or
          air) as of the Closing Date, including the subsequent migration of any
          such Regulated Substance.  (Pre-Closing  Environmental  Condition does
          not include the mere presence of  substances at the property,  such as
          parts of building materials or equipment.)

               (iv)  "Regulated  Substance"  means any  pollutant,  contaminant,
          hazardous  substance,   hazardous  material,  toxic  substance,  toxic
          pollutant,   solid  waste,  municipal  waste,   industrial  waste,  or
          hazardous waste,  that is defined as such and is subject to regulation
          under any applicable  Environmental Law, including, but not limited to
          asbestos.

               (v) "Release" shall mean the spilling, leaking, pumping, pouring,
          emitting,  discharging,  injecting,  escaping,  leaching,  dumping  or
          disposal of any Regulated  Substance into surface water,  groundwater,
          soil, the land surface or subsurface, or ambient air.

                                       21


<PAGE>



               (vi)  "Required  by Law"  means an  action  that is  specifically
          mandated by an injunction,  order,  consent  order,  permit or license
          condition,  or other  legally-binding  document issued by a government
          agency,  or  that  is  specifically  mandated  by a  statute  or by an
          applicable regulation or standard issued by a Governmental Agency.

               (vii) "Response" or "Response  Actions" means any action taken in
          the investigation,  removal, confinement,  remediation or cleanup of a
          Release  or any  Environmental  Condition.  "Response"  and  "Response
          Actions" include,  without limitation,  any action which constitutes a
          "removal"  action or  "remedial  action" as defined by Section  101 of
          CERCLA 42 U.S.C.  ss.6901(23)  and (24), or the New Jersey  Industrial
          Sites Recovery Act.

               (viii)  "Third  Party" means a person or entity other than Buyer,
          Buyer's officers, directors, shareholders, or employees. 

          (2) Except as set forth in Schedule 2(r):

               (i) The Company has obtained or applied for all permits, licenses
          and  other   governmental   approvals   (collectively,   "Governmental
          Approvals")  which are required to be obtained by it as of the Closing
          Date under  applicable  Environmental  Laws for the  operation  of the
          Company's  business and the ownership and use of all properties  owned
          or leased by the  Company,  the absence of which would have a material
          adverse effect on such business.  To the best knowledge of the Company
          and  seller,  the  sale  of the  Company  Stock  will  not  cause  the
          termination  or  lapse of any such  Governmental  Approvals,  and such
          Governmental  Approvals  are either  transferrable  to Buyer or,  upon
          appropriate application, may be reissued in Buyer's name.

               (ii) The Company is in compliance  in all material  respects with
          all  applicable  Environmental  Laws,  the terms and conditions of all
          Governmental Approvals

                                       22


<PAGE>



          issued  to the  Company,  and the  terms of any  orders,  decrees,  or
          judgments issued to the Company under such Environmental Laws.

               (iii) The Company has not  received  written  notice of any claim
          from any Governmental Agency or any third party that the Company,  the
          Company's Business, or any property owned or leased by the Company are
          in  violation  of any  applicable  Environmental  Law,  or any written
          notification  to the effect  that the  Company is or may be liable for
          damages,  Response  or other  liabilities  relating  to the Release or
          threatened  Release  of  any  Regulated   Substance  at  any  property
          currently  or  previously  owned or  operated by the Company or at any
          other side.

               (iv)  There  are no past or  present  conditions,  circumstances,
          activities,  practices, incidents, or actions, or the existence of any
          Pre-Closing  Environmental  Condition at any property owned, leased or
          operated by the Company,  which under any  Environmental Law currently
          in effect (a) would  interfere  with or prevent  continued  compliance
          with  applicable   Environmental   Law;  (b)  would  impose  or  could
          reasonably be expected to impose liability for a Response,  damages or
          other  claims  under  Environmental  Law;  (c) could  have a  material
          adverse  effect  on the  value of the  property,  the  Company  or the
          Company's  Business;  or (d) could reasonably be expected to result in
          the imposition of a lien on the property of the Company.

               (v) Except for permitted discharges to sanitary or septic systems
          and  air   emissions   conducted   in   compliance   with   applicable
          Environmental  Laws,  the  Company  has not  disposed,  discharged  or
          Released  into  the  environment  at any  property  owned,  leased  or
          operated by the Company any "hazardous waste," "hazardous  substances"
          or "toxic  substances"  (as those terms are defined  under  applicable
          Environmental Law. The property owned,

                                       23


<PAGE>



          leased or operated by the Company was not used prior to the  Company's
          ownership, lease or operations, for the disposal of hazardous waste or
          hazardous substances.

               (3) Seller has  delivered to Buyer a report which  confirms  that
          the land and building  located at 960 East Hazelwood  Avenue,  Rahway,
          New Jersey contain no asbestos, hazardous materials or other Regulated
          Substance.

     (r) Investment Representation:

               (i) Seller represents that it is acquiring the First Note and the
          shares of Common  Stock  issuable  upon  conversion  of the First Note
          (collectively,  the  "Securities")  for its own account for investment
          only and not with a view towards  distribution  or resale,  and agrees
          not to sell, transfer, pledge, hypothecate or otherwise dispose of, or
          offer to dispose of, the Securities  unless the  Securities  have been
          registered under the Securities Act of 1933 (the "Act") and applicable
          state  securities  laws or such  registration  is not  required in the
          opinion of counsel for the Seller reasonably acceptable to the Seller.
          Any routine sale of the  Securities may require  compliance  with some
          exemption  under the Act  prior to  resale.  Notwithstanding  anything
          contained  herein to the  contrary,  the Seller  shall be  entitled to
          registration rights with respect to such shares of Common Stock as set
          forth in the First Note. Seller  understands that certificates for the
          Securities  issued pursuant to this Agreement shall bear the following
          legend:

               "THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
               ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE,
               TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF
               AN EFFECTIVE  REGISTRATION  STATEMENT WITH RESPECT  THERETO UNDER
               SUCH ACT OR AN OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
               SELLER THAT AN EXEMPTION FROM  REGISTRATION FOR SUCH SALE, OFFER,
               TRANSFER,  HYPOTHECATION  OR OTHER  ASSIGNMENT IS AVAILABLE UNDER
               SUCH ACT."

                                       24


<PAGE>



               (ii)  Seller  represents  that  (i)  it is  subscribing  for  the
          Securities  after having made adequate  investigation of the business,
          finances and  prospects of Buyer,  (ii) they have been  furnished  any
          information  and  materials  relating to the  business,  finances  and
          operation of Buyer and information and materials relating to the offer
          and sale of the Securities which he has requested,  including, but not
          limited to the filings by Buyer under the  Securities  Exchange Act of
          1934,  and they have been  given an  opportunity  to make any  further
          inquiries  desired of the  management  and any other  personnel of the
          Buyer as received  satisfactory  responses to such  inquiries.  Seller
          understands that the Buyer is offering  Convertible  Debentures in the
          original  principal  amount of up to  $3,000,000  prior to the Closing
          Date in order to finance the acquisition of the Shares and for working
          capital.

     3.  Representations  and Warranties of Buyer. Buyer represents and warrants
as follows:

     (a)  Organization,  Power and  Qualification.  Buyer is a corporation  duly
organized and validly existing,  and is in good standing,  under the laws of its
jurisdiction of incorporation  or  organization,  has the power and authority to
own its  property  and to carry  on its  business  as now  being  conducted  and
hereafter proposed to be conducted and is duly qualified and is in good standing
as a foreign corporation or partnership,  and authorized to do business,  in all
jurisdictions  in which the character of its properties and assets or the nature
of  its  business  as  now  being  conducted   requires  such  qualification  or
authorization.

     (b)  Ability to Carry Out the  Agreement,  Etc.  Buyer is not subject to or
bound by any  provision  of any  certificate  or  articles of  incorporation  or
by-laws, or to the best of Buyer's knowledge any mortgage, deed of trust, lease,
note, bond, indenture,  other instrument or agreement,  license,  permit, trust,
custodianship, other restriction, or any applicable provision of any

                                       25


<PAGE>



law, statute, rule, regulation,  judgment,  order, writ, injunction or decree of
any court,  governmental body,  administrative  agency or arbitrator which could
prevent or be  violated  by or under  which there would be a default as a result
of, nor, is the consent of any person which has not been  obtained  required for
the execution,  delivery and performance by the Buyer under this  Agreement,  or
any agreements, contemplated hereunder.

     (c) Validity of Agreement,  Authority,  Etc. The execution and delivery of,
and performance by Buyer and the Company of its obligations under this Agreement
and  the  other  documents  contemplated  or  referenced  under  this  Agreement
(collectively,  the "Transaction  Documents"),  have been duly authorized by all
necessary  action of Buyer and the Company.  This  Agreement has been,  and each
other  Transaction  Document  has been,  or will be at the  Closing  Date,  duly
executed and  delivered by Buyer and the Company and (assuming  valid  execution
and delivery by the other party) the  Transaction  Documents  are, or will be at
the  Closing  Date,  the valid and  binding  obligation  of it,  enforceable  in
accordance  with  their  terms,  except  as may be  limited  by (i)  bankruptcy,
insolvency, reorganization, moratorium or laws affecting the rights and remedies
of  creditors  generally,  and (ii) the  availability  of the remedy of specific
performance,  injunctive  relief or other equitable relief,  whether  applicable
applied  by a  court  of law or  equity,  including  the  exercise  of  judicial
discretion in accordance with general principles of equity.

     (d) Litigation.  There are no judicial or  administrative  actions,  suits,
proceedings  or  investigations  pending,  or  threatened,  which  question  the
validity of or conflict with the terms of this  Agreement or of any action taken
or to be  taken  pursuant  to or in  connection  with  the  provisions  of  this
Agreement,  nor does any basis exist for any such action,  suit,  proceeding  or
investigation.

                                       26


<PAGE>



     4. Conduct of the Business of the Company  Pending the Closing  Date.  From
and after the date of this Agreement and until the Closing Date:

     (a) Full Access. Buyer and its authorized  representatives  shall have full
access,  during  normal  business  hours,  to all  properties,  books,  records,
contracts and  documents of the Company,  and the Company shall furnish or cause
to be furnished to Buyer and its authorized representatives all information with
respect to the affairs and business of the Company as Buyer may request.

     (b) Carry On In Regular  Course.  The Company  shall carry on its  business
diligently and substantially in the same manner as heretofore and shall not make
or  institute  any unusual or novel  methods of trade,  purchase,  sale,  lease,
management, accounting or operation.

     (c)  Contracts  and  Commitments.  The  Company  shall not  enter  into any
contract  or  commitment  or  engage  in any  transaction  not in the  usual and
ordinary course of its business and consistent  with past practices  without the
prior written consent of the Buyer.

     (d) Indebtedness. The Company will not create any indebtedness,  other than
that  incurred  in the usual and  ordinary  course of  business,  that  incurred
pursuant to existing contracts  disclosed in the Schedules attached hereto, that
incurred pursuant to commitments  permitted hereby, and that reasonably incurred
in doing the acts and things contemplated by this Agreement.

     (e) Investments. The Company will not make any investments, loans, advances
or contributions to any other person, corporation, partnership, joint venture or
association;  provided,  however,  that the Company may invest in United  States
government  obligations,  certificates of deposit and commercial paper rated a-1
by Standard & Poor's Corporation or P-1 by Moody's.

                                       27


<PAGE>



     (f)  Dividends and  Distributions.  The Company will not declare or pay any
dividend or make any distribution with respect to its capital stock, or directly
or indirectly redeem, purchase or otherwise acquired any of its capital stock or
issue or in any way  dispose  of any shares of its  capital  stock or any rights
therein or thereto.

     (g) Amendment of Charter.  The Company will not amend its  Certificates  of
Incorporation  or  By-Laws  or make any  change in the  authorized  or  unissued
capital stock or its officers or directors  without the prior written consent of
Buyer.

     (h)  Insurance.  All property,  real and  personal,  owned or leased by the
Company will be insured by reputable  insurance  companies against all insurable
risks normally  insured against by companies  conducting a business the same as,
or similar to, the business conducted by the Company,  and all property shall be
used, operated and maintained in a normal businesslike manner.

     (i)  Preservation of Organization  and Employees.  The Company will use its
best efforts (without making any commitments on behalf of Buyer) to preserve its
business  organization  intact,  to keep available to Buyer its key officers and
employees,  and to preserve for Buyer the present  relationships  of the Company
and its suppliers and others having business  relations with it The Company will
not change its present relationships with its employees as set forth in Schedule
5(c) hereof.  The Company will not make any material payments or advances to any
shareholder,  officer,  director or affiliate or family member of the Company or
any shareholder, officer or director of the Company outside of the normal course
of business and consistent with existing salaries.

                                       28


<PAGE>



     (j) No Default.  The Company shall not do any act or omit to do any act, or
permit any act or  omission to act,  which will cause a breach of any  contract,
lease commitment or obligation by it.

     (k) Compliance  with Laws. The Company and the Seller will duly comply with
all applicable  laws as may be required for the valid and effective  transfer of
the Company Stock as contemplated by this Agreement.

     (l) Tax Returns.  The Company will prepare and file all state,  federal and
other tax returns,  and amendments thereto required to be filed between the date
of  this  Agreement  and  the  Closing  Date.  Buyer  shall  have  a  reasonable
opportunity to review all such returns,  and amendments thereto,  prior to their
being filed.

     (m) Sale of Capital  Assets.  As of the Closing Date,  the Company will not
have sold or disposed of any capital  assets with an original  cost in excess of
$5,000  without  the prior  written  consent of Buyer or  capital  assets in the
aggregate with an original cost of $10,000  without the prior written consent of
Buyer.

     (n) Information to be Furnished. The Company and the Seller will furnish or
make available to Buyer all the information  concerning the Company required for
inclusion in any statement or application made by Buyer to any governmental body
in connection  with the  transaction  contemplated  by this  Agreement,  and the
Company and the Seller represent and warrant that all such information furnished
to Buyer for such  applications  or statements  shall be true and correct in all
respects without omission of any material fact required to be stated to make any
such information not misleading.

                                       29


<PAGE>



     5.  Survival  of  Representations  and  Warranties.   All  representations,
warranties, and agreements of the Seller, the Company and Buyer contained herein
(including  all  schedules and exhibits  hereto) or in any document,  statement,
certificate  or other  instrument  referred to herein or delivered  hereunder in
connection with the transactions contemplated hereby shall survive the Closing.

     6. Conditions Precedent to Buyer's  Obligations.  Each and every obligation
of Buyer to be performed on the Closing Date or thereafter,  as the case may be,
shall be subject to the satisfaction prior thereto of the following conditions:

     (a)   Representations   and  Warranties  True  at  the  Closing  Date.  The
representations  and  warranties  made by the  Company  and the  Seller  in this
Agreement  or  given on their  behalf  hereunder  shall be true on and as of the
Closing Date with the same effect as through such representations and warranties
had been made or given on and as of the Closing Date.

     (b) No Adverse Change.  The business,  assets and properties of the Company
shall not have been materially and adversely  affected in any way as a result of
fire, explosion,  earthquake,  disaster, accident, labor trouble or dispute, any
action by the United States or any other governmental authority, flood, drought,
embargo, riot, civil disturbance,  uprising,  activity of armed forces or act of
God or public enemy.

     (c)  Compliance  with  Agreement.  The  Company  shall have  performed  and
complied  with all of its  obligations  under  this  Agreement  which  are to be
performed or complied with by it prior to or on the Closing Date.

     (d) Employees  Continuing in Employment.  Charles J. Garay,  Antonio Garay,
and Gerald E. Reilly, pursuant to written Employment Agreements, attached hereto
as

                                       30


<PAGE>



Exhibits  H, I and J shall have  agreed to continue  their  employment  with the
Company after the Closing Date.

     (e)  Certificate of Fulfillment of Conditions.  There shall be delivered to
Buyer a  certificate  of the  Company  certifying  in such  detail  as Buyer may
specify the fulfillment of conditions set forth in subsections (a), (b), (c) and
(d) of this Section 6.

     (f)  Opinion of Counsel for  Seller.  Buyer  shall have  received a written
opinion of counsel of Seller dated as of the Closing Date, addressed to Buyer in
form and  substance  to the effect  that (1) the Company is a  corporation  duly
organized, validly existing and in good standing under and by virtue of the laws
of the State of New Jersey; (2) that the Company has no subsidiaries (except for
Cleanaire  Industries,  Inc.) and the  Company is  entitled  to own or lease its
property; (3) counsel,  without making any independent inquiry, does not know of
any pending  litigation  other than that set forth on Schedule 2(k) to which the
Company is a party or any  threatened  litigation  against the Company;  (4) the
Seller owns and holds all of the outstanding  shares of the Company's Stock free
and  clear of any  liens,  charges,  encumbrances,  restrictive  agreements  and
assessments and have full power and authority to sell, assign, transfer,  convey
and deliver to Buyer said Company Stock as contemplated  by this Agreement;  (5)
the  shares  of  Company   Stock  are  not  subject  to  any   restrictions   on
transferability  and upon  transfer and delivery of said shares of Company Stock
to Buyer as contemplated by this Agreement, Buyer will receive good and absolute
title  thereto  free  from  any  liens,   charges,   encumbrances,   restrictive
agreements, equities, claims and restrictions whatsoever; and (6) this Agreement
is a valid and binding  obligation of the Seller  enforceable in accordance with
its terms.

                                       31


<PAGE>



     (g) Certificates of Good Standing. The Seller shall have delivered to Buyer
a certificate issued by appropriate  governmental authorizes evidencing the good
standing  of the Company as of a date or not more than thirty (30) days prior to
the Closing Date as a corporation of the state of its  incorporation and in each
state where it is qualified to do business.

     (h) Proceedings and Instruments Satisfactory. All proceedings, corporate or
other,  to be taken in  connection  with the  transaction  contemplated  by this
Agreement, and all documents incident thereto, shall be satisfactory in form and
substance  to Buyer,  and the  Company  shall have made  available  to Buyer for
examination  the  originals  or true  and  correct  copies  of all  records  and
documents  relating to the business and affairs of the Company,  which Buyer may
request in connection  with said  transaction.  The Company and the Seller shall
have complied with all statutory  requirements for the valid consummation by the
Company or the Seller of the transaction contemplated by this Agreement.

     (i) No Litigation. No investigation, suit, action or other proceeding shall
be threatened or pending  before any court or  governmental  agency which in the
opinion of Buyer's counsel is likely to result in the restraint,  prohibition or
the  obtaining of damages or other relief in connection  with this  Agreement or
the consummation of the transactions  contemplated hereby, or in connection with
any claim against the Company, not disclosed by the Schedules attached hereto.

     (j)  All  Documents.  All  documents  required  by  Section  10(a)  of this
Agreement shall have been delivered to the Buyer.

     (k) Interim  Financial  Statements.  The Company  shall have  delivered  to
Buyer, prior to the Closing Date, financial statements as of August 31, 1997 and
for the eight month period then ended, which financial  statements shall include
a balance sheet and income

                                       32


<PAGE>



statement,   be  prepared  in  conformity  with  generally  accepted  accounting
principles  applied on a basis  consistent  with those used during the preceding
three  years  and  shall  reflect  assets,  liabilities  and  operating  results
substantially  consistent  with  the  corresponding  amounts  reflected  in  the
Company's  financial  statements as of June 30, 1997 and for the six months then
ended.

          (l)  Title.  Upon   satisfaction  of  the  Company's   obligations  to
     Corestates  National  Bank  and the EDA,  the  Company  shall  own its real
     property free and clear of any liens and encumbrances.

     7.  Conditions  Precedent  to  the  Seller  Obligations.   Each  and  every
obligation of the Seller to be performed on the Closing Date shall be subject to
the satisfaction prior thereto of the following conditions:

     (a)  Representations  and  Warranties  True at the  Closing  Date.  Buyer's
representations and warranties  contained in this Agreement shall be true at and
as of the Closing Date as though such  representations  and warranties were made
at and as of the Closing Date.

     (b) Compliance with Agreement. Buyer shall have performed and complied with
its obligations  under this Agreement which are to be performed or complied with
prior to or on the Closing Date.

     (c)  All  Documents.  All  documents  required  by  Section  10(b)  of this
Agreement shall have been delivered to the Seller.

     (d) Employees  Continuing in Employment.  Charles J. Garay,  Antonio Garay,
Gerald  E.  Reilly  and Etta  Monteleone  shall  have  been  offered  employment
agreements  executed  by the  Company (in the form of Exhibits H, I, J and K) to
continue their employment with the Company after the Closing Date.

                                       33


<PAGE>



     (e)  Opinion of Counsel  for Buyer.  Seller  shall have  received a written
opinion of counsel of Buyer dated as of the Closing Date, addressed to Seller in
form and  substance  to the  effect  that (1) the  Buyer is a  corporation  duly
organized, validly existing and in good standing under and by virtue of the laws
of the State of Delaware; (2) that the Buyer has no subsidiaries,  and the Buyer
is  entitled  to own or lease its  property;  (3)  counsel,  without  making any
independent inquiry,  does not know of any pending litigation to which the Buyer
is a party  or any  threatened  litigation  against  the  Buyer;  and  (4)  this
Agreement  is a  valid  and  binding  obligation  of the  Buyer  enforceable  in
accordance with its terms including,  but not limited to, obligation to register
shares  under Note 1, and (5) the  guaranty,  mortgage  and  security  agreement
executed by the Company  are  binding and valid  obligations  of the Company and
have  been  duly   executed   and   delivered   pursuant  to  proper   corporate
authorization.

     (f) Certificates of Good Standing. The Buyer shall have delivered to Seller
a certificate issued by appropriate  governmental authorizes evidencing the good
standing  of the Buyer as of a date or not more than  thirty  (30) days prior to
the Closing Date as a corporation of the state of its  incorporation and in each
state where it is qualified to do business.

     (g) Proceedings and Instruments Satisfactory. All proceedings, corporate or
other,  to be taken in  connection  with the  transaction  contemplated  by this
Agreement, and all documents incident thereto, shall be satisfactory in form and
substance  to  Seller,  and the Buyer  shall have made  available  to Seller for
examination  the  originals  or true  and  correct  copies  of all  records  and
documents  relating to the business  and affairs of the Buyer,  which Seller may
request in connection with said transaction.  The Buyer shall have complied with
all statutory requirements for

                                       34


<PAGE>



the valid consummation by the Buyer or the Buyer of the transaction contemplated
by this Agreement.

     (h) No Litigation. No investigation, suit, action or other proceeding shall
be threatened or pending  before any court or  governmental  agency which in the
opinion of Seller's counsel is likely to result in the restraint, prohibition or
the  obtaining of damages or other relief in connection  with this  Agreement or
the consummation of the transactions  contemplated hereby, or in connection with
any claim against the Buyer, not disclosed by the Schedules attached hereto.

     (i) Corestates.  The Buyer shall have supplied the funds to the Company and
the Company shall have satisfied all of its  obligations to Corestates  National
Bank and the EDA with respect to the mortgages of any real property owned by the
Company and the Company  shall own such real property free an clear of any liens
and encumbrances.

     (j) Receipt of Funds.  Receipt by the Seller, Buyer and Corestates National
Bank of a minimum of $2,300,000  for payment of the cash portion of the purchase
price, satisfaction of the Company's obligations to Corestates National Bank and
EDA and funds for working capital of Laminaire.

     8. Indemnification and Resolution of Disputes.

     (a)  Indemnification  by Seller and Buyer.  Seller shall indemnify and hold
harmless  Buyer,  and shall  reimburse  Buyer for, any loss,  liability,  claim,
damage, expense (including, but not limited to, reasonable cost of investigation
and  defense  and   reasonable   attorneys'   fees)  or   diminution   of  value
(collectively,  "Damages") arising from or in connection with (a) any inaccuracy
in any of  the  representations  and  warranties  of  Seller  pursuant  to  this
Agreement  or in any  certificate  delivered  by the  Seller  pursuant  to  this
Agreement, or any actions, omissions or states of facts

                                       35


<PAGE>



inconsistent with any such representation or warranty, or (b) any failure by the
Seller to perform or comply with any  provision of this  Agreement.  Buyer shall
indemnify and hold harmless  Seller,  and shall reimburse Seller for any Damages
arising from (a) any inaccuracy in any of the  representations and warranties of
Buyer in this Agreement or in any  certificate  delivered by the Buyers pursuant
to this  Agreement,  or any actions,  omissions or states of facts  inconsistent
with any such  representation  or  warranty,  or (b) any failure by the Buyer to
perform or comply with any  provision of this  Agreement.  In no event shall the
indemnity  exceed the  purchase  price or apply to any claims made by Buyer more
than five years after the Closing Date.

     (b) Procedure for Indemnification. Promptly after receipt by an indemnified
party under  Section 7(a) above,  of notice of the  commencement  of any action,
such  indemnified  party  shall,  if a claim in  respect  thereof  is to be made
against  an  indemnifying   party  under  such  section,   give  notice  to  the
indemnifying party of the commencement thereof, but the failure so to notify the
indemnifying party shall not receive it of any liability that it may have to any
indemnified  party  except  to the  extent  the  defense  of such  action by the
indemnifying  party is  prejudiced  thereby.  In case any such  action  shall be
brought  against  an  indemnified   party  and  it  shall  give  notice  to  the
indemnifying party of the commencement  thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, to assume
the defense thereof with counsel  reasonable  satisfactory  to such  indemnified
party and, after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof,  the indemnifying party shall not
be liable to such  indemnified  party  under such  section for any fees of other
counsel  or any other  expenses,  in each  case  subsequently  incurred  by such
indemnified party in connection with the defense thereof,  other than reasonable
costs of investigation, If an indemnifying party assume the defense of

                                       36


<PAGE>



such an action,  (a) no compromise or settlement  thereof may be effected by the
indemnifying  party without the indemnified  party's consent (which shall not be
unreasonable  withheld)  unless  (i) there is no  finding  or  admission  of any
violation of law or any violation of the rights of any person which is not fully
remedied by the payment  referred to in clause (ii) and no adverse effect on any
other  claims that may be made against the  indemnified  party and (ii) the sole
relief  provided is monetary  damages that are paid in full by the  indemnifying
party,  (b) the  indemnifying  party shall have no liability with respect to any
compromise or settlement  thereof  effected without its consent (which shall not
be reasonably  withheld) and (c) the indemnified party will reasonable cooperate
with the indemnifying party in the defense of such action. If notice is given to
an indemnifying  party of the commencement of any action and it does not, within
15 days  after the  indemnified  party's  notice is  given,  give  notice to the
indemnified   party  of  its  election  to  assume  the  defense  thereof,   the
indemnifying  party shall be bound by any  determination  made in such action or
any  compromise  or  settlement  thereof  effected  by  the  indemnified  party.
Notwithstanding the foregoing,  if an indemnified party determined in good faith
that  there is a  reasonable  probability  that an  action  may  materially  and
adversely  affect  it or its  affiliated  other  than as a  result  of  monetary
damages, such indemnified party may, by notice to the indemnifying party, assume
the  exclusive  right to  defend,  compromise  or settle  such  action,  but the
indemnifying  party  shall  not be bound by any  determination  of an  action so
defended or any compromise or settlement  thereof  effected  without its consent
(which shall not be unreasonably withheld).

     (c) Set-Off.  Buyer shall have the right to deduct any amounts which become
due under Section 7 from its obligations under First Note or Second Note.

                                       37


<PAGE>



     (d) Indemnification  Threshold.  The Buyer's right to indemnification under
this  Section 8 does not arise  until and  unless  the  Damages  exceed  $35,000
without giving effect to the three Automobiles as previously distributed.

     9.  Termination and  Abandonment.  This Agreement may be terminated and the
sale provided for by this  Agreement may be abandoned  without  liability on the
part of any party to the other, on or before the Closing Date:

     (a) by mutual consent of Buyer and the Seller;

     (b) by Buyer

          (1) if an examination of the Company by Buyer, or its authorized
representatives, shows that since August 31, 1997, there has been a material and
adverse  change in the financial  condition of the Company or the results of its
operations from that shown in the financial statements referred to in subsection
(b)(1) of Section 2, or shows that such financial  statements do not completely,
truly and  correctly  reflect and fairly  present the financial  conditions  and
results of operations of the Company in all material respects; or

          (2) if any of the events or conditions  specified in subsection (b)(2)
     of Section 2 have occurred; or

          (3) if any  of the  conditions  provided  for  in  Section  6 of  this
     Agreement have not been met and have not been waived by Buyer in writing;

     (c) by the Seller

                                       38


<PAGE>



          (1) if any of the  conditions of Section 7 of this  Agreement have not
     been met and have not been waived in writing by the Seller; or

          (2) if the Closing does not occur on or before  October 31,  1997.  In
     the event of termination and abandonment by any party, as above provided in
     this Section 9, prompt written notice shall be given to the other party.

     10. Closing Date. The closing with respect to the transactions contemplated
hereunder  shall  take place at the  offices of  McLaughlin  & Stern,  LLP,  260
Madison  Avenue,  New York,  New York,  at 10:00 a.m.  local time on October 16,
1997, or at such earlier date as may be set by Buyer,  on at least two (2) days'
prior written notice to the Seller.  Buyer may, at its option, delay the Closing
Date until two business days after the closing of its pending private placement,
but no later than October 31, 1997,  upon  written  notice to the Company.  Such
date (or such earlier date) is hereinafter referred to as the "Closing Date".

     At the Closing,

     (a) The Seller shall deliver to Buyer the following:

          (1) a certificate of fulfillment of conditions signed by the President
     and Treasurer of the Company,  referred to in  subsection  (e) of Section 6
     hereof;

          (2) the opinion of counsel for the Company, described in subsection

     (f) of Section 6 hereof;

          (3) a certificate  of good standing  referred to in subsection  (g) of
     Section 6 hereof;

          (4) certificates representing all of the Company Stock as set forth in
     Section 1(a) hereof;

                                       39


<PAGE>



          (5) a general release executed by the Seller and the members of Seller
     in favor of the Company, in the form attached hereto and labeled Exhibit F;

          (6) Employment Agreements executed by Charles J. Garay, Antonio Garay,
     Gerald E. Reilly and Etta Monteleone.

          (7) Certificate of Incumbency;

          (8) such other and further documents, instruments and certificates not
     inconsistent  with the provisions of this Agreement,  executed by Seller as
     Buyer shall reasonably require to carry out and effectuate the purposes and
     terms of this Agreement.

     (b) Buyer shall deliver to the Seller the following:

          (1) the sum of One Million  Dollars  ($1,000,000) by certified or bank
     cashier's check or wire transfer to the order of the Seller;

          (2) The First Note executed by the Buyer;

          (3) the Second Note executed by the Buyer;

          (4) the Laminaire Guaranty, Mortgage, UCC-1 and corporate resolutions;

          (5) the Security Agreement, UCC-1;

          (6) corporate  resolutions of Buyer authorizing this transaction; 

          (7)  Certificate of Incumbency of Buyer's  officers and of the Company
     officers;

                                       40


<PAGE>



          (8) a release of Charles and Maria Garay of their guaranty of the Loan
     Agreement  executed  by the  Bank  and  payment  of  all  of the  Company's
     obligations to the Bank and EDA;

          (9) the Third Note executed by the Buyer.

     11.  Operation  of the Buyer and  Company  after the  Closing  Date.  Buyer
covenants as follows:

     (a) Separate  Books and Records.  Buyer shall cause the Company to maintain
separate records for the operation of the Company's business.

     (b) Board of Directors. Buyer shall cause Charles J. Garay to be elected to
the Board of  Directors of Buyer for a period of a minimum of one year after the
Closing  Date, in the event that Mr. Garay elects to serve on such Board or such
other period as the First Note is outstanding.

     (c) Tax Returns.  The Company  shall not file any amended tax return to any
prior year's return which could cause additional tax liability to members of the
LLC  except  as  required  by  the  Internal  Revenue  Service  or if any of the
Company's  prior year's returns were prepared in error.  No amended return shall
be amended or filed without prior notice to and consent of Seller.

     12. Brokerage.  The Seller represent and warrant that they have not engaged
the services of any broker or finder hereunder,  and agree to indemnify and hold
the  Buyer  harmless  against  any  claim  for  brokers'  or  finders'  fees  or
compensation  in connection  with the  transactions  herein  provided for by any
person, firm or corporation  claiming a right to the same because engaged by the
Seller.  Buyer represents and warrants to the Seller that it has not engaged the
services of any

                                       41


<PAGE>



broker or finder in connection  with the  transactions  herein  provided for and
agrees to indemnify and hold harmless  Seller against any claims for brokers' or
finders'  fees or  compensation  in  connection  with  the  transactions  herein
provided for by any other person,  firm or  corporation  claiming a right to the
same because engaged by Buyer or its subsidiaries.

     13. Restriction on Negotiation. The Seller agrees that until the earlier of
(a) the Closing Date or (b) October 31, 1997, neither the Company nor the Seller
will  sign any  agreement  or have any  negotiations  regarding  the sale of the
Company or any of its assets.

     14 Miscellaneous.

     (a) Nature and Survival of Representations. All statements contained in any
certificate,  instrument,  schedule or document delivered by or on behalf of any
of the parties  pursuant to this  Agreement  and the  transactions  contemplated
hereby shall be deemed  representations and warranties by the respective parties
hereunder.  All  representations and warranties made by the parties each to each
other in this Agreement or pursuant  hereto shall survive,  except to the extent
waived in writing by the parties hereto,  the  consummation of the  transactions
contemplated by this Agreement,  notwithstanding any investigation heretofore or
hereafter  made  by any of them  or on  behalf  of any of  them.  Each  Schedule
delivered in accordance with this Agreement shall be deemed to include and refer
to every other Schedule hereto.

     (b) Entire  Agreement.  This  Agreement,  together  with the  Exhibits  and
Schedules delivered pursuant to this Agreement,  sets forth the entire agreement
and  understanding  between  the parties as to the subject  matter  hereof,  and
merges and supersedes all prior  discussions,  agreements and  understandings of
every and any nature between them, and no party shall be bound by any condition,
definition,  warranty,  or  representation,  other than  expressly  set forth or
provided

                                       42


<PAGE>



for in this  Agreement,  or as may be, on or subsequent to the date hereof,  set
forth in writing and signed by the party to be bound thereby. This Agreement may
not be changed or modified, except by agreement in writing, signed by all of the
parties hereto.

     (c) Parties in Interest.  All the terms and  provisions  of this  Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
successors in interest of the respective parties hereto.

     (d) Laws  Governing.  This  Agreement  shall be construed  and  interpreted
according to the law of the State of New Jersey as applied to contracts executed
and performed in the State of New Jersey.

     (e)  Assignment.  This  Agreement  shall not be  assigned  by the Seller or
Buyer.

     (f)  Notices.  All  notices,  requests,  demands  and other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered by hand,  or overnight  courier,  telecopied  or mailed,  certified or
registered  mail,  with  first-class  postage page,  (a) if to the Seller at 480
Stalevicz Lane,  Rahway,  New Jersey 07065,  or the Company,  960 East Hazelwood
Avenue,  Rahway,  New Jersey  07065,  or to such  other  person and place as the
Seller shall furnish to Buyer in writing, with a copy to Roger N. Levine, Levine
& Furman,  PO Box 6429,  East  Brunswick,  NJ 08816;  and, (b) if to Buyer,  528
Oritan Avenue,  Ridgefield,  New Jersey 07657, or to such other person and place
as Buyer  shall  furnish  to the  Seller  in  writing  with a copy to  Steven W.
Schuster,  Esq., McLaughlin & Stern, LLP, 260 Madison Avenue, New York, New York
10016. All notices shall be deemed given upon receipt.

                                       43


<PAGE>



     (g) Further Instruments. The Seller will, on the Closing Date or such other
date as Buyer may request, without cost or expense to Buyer, execute and deliver
or cause to be executed  and  delivered  to Buyer such other action as Buyer may
reasonably request to more effectively consummate the transactions  contemplated
by this Agreement and confirm and assure Buyer title thereto.

     (h) Counterparts.  This Agreement may be executed simultaneously in two (2)
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

     (i) Headings. The headings in the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereof.

     (j)  Expenses.  Buyers,  on one hand,  and Seller and  Company on the other
hand, shall bear their own respective  expenses,  including  professional  fees,
incurred in connection  with this Agreement and the  Transaction  Documents,  it
being understood that the Company's legal fees shall be paid by Seller.

     (k) Transfer Taxes. Except as specifically provided below, Seller shall pay
any state or local sales,  transfer or like taxes,  including but not limited to
real  estate  transfer  taxes,  payable  in  connection  with  the  transactions
contemplated pursuant to this Agreement, it being understood that each Seller is
solely  responsible for his or her personal income tax obligations  arising from
the sale of his or her stock as contemplated hereunder.

     (l) Mail.  Buyer and company agree that from and after the Closing Date all
mail  addressed to the Seller shall be sent to Charles J. Garay as agent for the
Seller.

                                       44


<PAGE>



     (m)  Confidentiality.  Each party  shall  maintain  the  existence  of this
Agreement  and the other  Transaction  Documents,  and the terms and  conditions
described therein ("Confidential  Information") strictly confidential.  No party
may disclose any Confidential  Information to any third party (other than to its
legal,  accounting or financial advisors) without the prior consent of the other
party.  Any press  release will be subject to the prior  consent of the parties.
The parties  acknowledge that any press release or other disclosure  required to
be made by Buyer in order for it to comply with any federal or state  securities
laws shall not be subject to Seller's prior review.

     (n)  Books  and  Records;   Inventory;   Further  Assurances.  The  parties
acknowledge and agree that Seller may retain (but keep  confidential)  copies of
business  records  of the  Company  as are  reasonably  necessary  to  Seller in
connection  with (x) the  preparation  of Seller's tax returns or other  filings
prepared by Seller, (y) Seller's performance of its obligations  hereunder,  and
(z) Seller's continuing businesses.  After the Closing, each party shall provide
to the other party any reasonably requested copies of any contracts, agreements,
commitments,  books, records,  files or other data not provided to such party at
the time of the Closing  that such party may  reasonably  require in  connection
with (i) the  preparation of such party's tax returns or other filings  prepared
by such party, (ii) such party's performance of its obligations hereunder, (iii)
such  party's  continuing  businesses,  or (iv)  any  litigation,  tax  audit or
threatened  litigation relating to such party's continuing or former businesses,
provided  that such party shall  reimburse  the party  providing  copies for all
reasonable costs incurred in connection with the provision thereof.

     (o)  Severability.  If any provision of this Agreement is held by any court
of  competent  jurisdiction  to  be  illegal,  invalid  or  unenforceable,  such
provision shall be of no force

                                       45


<PAGE>


and effect,  but the illegality,  invalidity or  unenforceability  shall have no
effect upon and shall not impair the  enforceability  of any other  provision of
this Agreement.

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

                                               THERMO-MIZER ENVIRONMENTAL CORP.

                                               By: Jon Darcy, President
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                               GARAY, LLC


                                               ---------------------------------



                                               By: Charles J.  Garay, President
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                       46