EXHIBIT 10.1


AGREEMENT

Agreement made this 15th day of November, 1996, by and between Baseball
Properties, Inc., a Delaware corporation having its principal place of
business at 15 East Putnam Avenue, Greenwhich, CT 06830 ("BP"), and
ThermaFreeze, Inc., a Nevada corporation having its principal place of
business at 776-C Lakeside Drive, Mobile, AL 36693 ("THERMA"), and
Thomas Sullivan, an individual living at 7 Sparrow Lane, Greenwich, CT,
06830 ("TS").

WITNESSTH

WHEREAS, TS desires to acquire and BP owns and desires to sell and
transfer to TS all of Its assets in exchange for TS acceptance of all
the outstanding liabilities of BP.

WHEREAS, BP desires to acquire and THERMA owns and desires to sell and
transfer to BP, all of its assets subject to liabilities, in exchange for
4,800,000 shares of BP authorized but unissued common stock upon the terms
and conditions set forth herein and the parties hereto desire to adopt the
Plan of Reorganization such that it qualifies under Section 368 of the
Internal Revenue Code.

WHEREAS, the parties have executed a Memorandum dated October 18, 1996,
which defines the respective rights and obligations of the parties hereto
but is superseded in its entirety by this definitive Agreement among the
parties.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED,
THE PARTIES AGREE AS FOLLOWS:

BP's Representations and Warranties. BP represents and warrants as follows:

(a) BP is a corporation duly organized, validly existing and in good
standing under the laws of Delaware and has the corporate power to own
its properties and to carry on its business as now being conducted. The
nature of the business now being conducted by BP, the character of the
properties owned by it, or any other state of facts, does not require BP
to be qualified to do business as a foreign corporation in any jurisdiction.

(b) Capitalization. The total authorized capital stock of BP consists of
20,000,000 shares of common stock, $.001 par value. There will be no
outstanding subscriptions, options, warrants, agreements or other
commitments or rights of any type to purchase or acquire any securities
of BP which are convertible into or exchangeable for any shares of capital
stock of BP.

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(c) Authority: The Board of Directors voted unanimously for the
following Resolutions::
	(i) Accept the offer of TS to purchase from BP all of the
          assets, including the two baseball teams, as of
	    November 14, 1996, in consideration. TS would, assume
          all outstanding Liabilities of BP as of November 14, 1996.

     (ii) Accept the offer of Therma to sell all of its assets,
	    including its name, THERMAFREEZE, INC., in
	    consideration of BP assuming all outstanding liabilities
          of Therma, as of November 15, 1996 (per Schedule A, attached).

(e) Accept, as of November 15, 1996, the resignation of Thomas Sullivan
    as President of BP .

(f) Joseph Murray will be elected President of BP on November 15, 1996.

(g) BP will not purchase and otherwise provide or arrange funding for any
    entity whose business is competitive with or similar to the present
    business of THERMA.

(h) BP will not take, agree to take, or knowingly permit to be taken, any
    action, or do, or knowingly permit to be done, anything in the conduct
    of its business, or otherwise, which would be contrary to or in breach
    of any of the terms or provisions of this Agreement, or which would
    cause any of the representations of BP contained herein to be or become
    untrue in any material respect at the Closing Date.

(i) Representations True: Covenant Performed.  The representations and
    warranties by BP shall be true and correct, as of the Closing Date,
    with the same force and effect as though such representations
    and warranties had been made on the Closing Date, and all terms and
    conditions and covenants of this Agreement complied with and performed
    by BP on or before the Closing Date shall have been duly complied with
    and performed.

(j) No Material Adverse Change. The business and properties of BP shall
    not have been materially adversely affected in any way as a result
    of fire, accident or other casualty (whether or not covered by
    insurance) any labor disturbance, or act of God, public authority or
    public enemy, which would interfere in any substantial manner with
    the operations of BP.

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(k) No Violation of Agreements. The consummation of this Agreement shall
    not violate any Agreement or instrument to which BP is a party or is
    subject.

(l) Conflict or Default. BP cannot provide support or proof that this
    contract would not be in conflict or default with some statute,
    regulation or ordinance of some governmental authority, or conflict
    which may result in breach of any term, condition or provision of the
    Certificate of Incorporation of BP or of any Agreement, deed,
    contract, mortgage, indenture, writ, order, decree, legal obligation or
    instrument to which BP is a party or by which it or may be bound, or
    constitute a default thereunder, or encumbrance, or restriction of any
    nature whatsoever with respect to the properties or assets of BP, or
    give to others any interest or rights, Including rights of termination,
    acceleration or cancellation in or with respect to any of the
    properties, or assets, contracts or business of BP.

(m) Litigation. There are no actions, suits, investigations, or
    proceedings pending of material nature, or to the knowledge of BP, the
    performance of the terms and conditions hereof, or the consummation of
    the transactions contemplated hereby in any court or by or before any
    governmental body or agency, including any claim, proceeding or
    litigation for the purpose of challenging, enjoining or preventing the
    execution, delivery or consummation of this Agreement; and BP does not
    know of any state of facts which would give rise to any such action,
    suit, investigation or proceeding. BP is not subject to any order,
    judgement, decree, stipulation or consent or any agreement with any
    governmental body or agency, which affects or may affect its business
    operations. Reports.

(n) BP common stock is traded on the OTC Bulletin Board and is listed
    under the symbol THFZ.


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2. THOMAS SULLIVAN Representation and Warranties:  TS represents and warrants
follows:

    (a) TS is an individual person, and is acting on his own behalf in this
        transaction.

    (b) TS has been employed as the President of BP since its inception in
        May, 1995.
    (c) As the President of Baseball Properties, TS has agreed with the BP
        Board of Directors that the stockholders of Baseball Properties
        would be better served by BP withdrawing from the business of
        managing Minor League Baseball Teams, and concentrating upon the
        potential of the product that is being acquired from Therma by BP.

    (d) TS does have the expertise and desires to continue in the operation
        of Minor League Baseball Teams.
    (e) Subject to the terms and conditions of this AGREEMENT, TS agrees to
        buy from BP on Closing Day (later defined) all of the assets of BP
        including the equity which BP holds in two teams, Albany Diamond
        Dogs and Johnstown Steal. TS in consideration of receiving these
        assets will take over all of the outstanding liabilities of BP exist
        prior to BP acquisition of Therma Asset and Liabilities. Exhibit B
        more fully describes both the assets and the liabilities that are
        involved in the transfer from BP to TS.
    (f) At the end of Closing Day, TS will resign as President of BP and will
        cease to be an employee of BP.
    (g) TS agrees to file all Tax Returns that have not been filed by BP
        during its period of operation that began in May 1995 to the date of
        November 15, 1996. This will includes all Payroll Tax Returns, all
        Sales Taxes Return, and Franchise Tax Returns due to any City,
        County, State, and Federal Governments.
    (f) In the event that there is any assessment for unpaid tax, penalty, or
        interest, TS agrees to accept the liability as his personal debt, and
        will by paid by him.
    (g) TS guarantees to protect from liability or loss to BP, or any of its
        future officers, as a result of delinquency in filing, or payment, of
        any Tax Returns due to any governmental agency for the period of
        operation of BP from May 1995 to November 15, 1996.
    (h) TS agrees to provide BP with a complete set of Accounting Records;
        General Ledger, Books of Original Entry , Bank Statements, and copies
        of Tax Returns for all Governmental Agencies for every period of
        operation of BP from May 1, 1995 to November 15, 1996.


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    (i) TS represents that, to his knowledge, there are no suits,
        investigations, or proceedings pending of material nature against
        either BP or TS that would prevent the performance of the terms and
        conditions of this AGREEMENT, TS is not subject to any order,
        judgement, decree, stipulation or consent or any agreement with any
        governmental body or agency, which affects or may affect TS in the
        future operation of the management of the Minor League Teams that
        he will obtain from BP as a result of this AGREEMENT.

    (j) TS cannot provide support or proof that this contract would not be in
        conflict or default with some statute, regulation or ordinance
        of some governmental authority which may result in breach of any
        term, condition or provision of the Certificate of Incorporation
        of BP or of any Agreement, deed, contract, mortgage. indenture,
        writ, order, decree, legal obligation or instrument to which BP
        is a party or by which it or may be bound, or constitute a default
        thereunder, or encumbrance, or restriction of any nature whatsoever
        with respect to the properties or assets of BP, or give to others
        any interest or rights, including rights of termination, acceleration
        or cancellation in or with respect to any of the properties; or
        assets, contracts or business of BP.

    (k) On Closing Date TS shall deliver copies of AGREEMENT to BP and
        to Therma, dated and signed.

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THERMA'S Representation and Warranties.  THERMA represents and warrants and
agrees as follows:

    (a) THERMA is a corporation duly organized, validly existing and in good
        standing under the laws of the state of Nevada and has the corporate
        power to own its property and to carry on its business as now
        conducted.
    (b) THERMA has no wholly owned subsidiaries or affiliates as that term is
        used in the regulations promulgated under the Securities Act of 1933,
        as amended (the "ACT").
    (c) THERMA has total authorized capital stock of 20,000,000 shares of
        common stock, $.001 par value and 5,000,000 Preferred stock, $.001
        par value. There are 4,800,000 shares of Common Stock issued.  All of
        these shares are duly and validly issued, fully paid and non-
        assessable.
    (d) THERMA has furnished to BP an unaudited financial statement and notes
        thereto as of November 15, 1996, attached hereto as Exhibit A, is
        a true, correct and complete copy thereof. The financials have been
        prepared in accordance with generally accepted accounting principles
        applied on a consistent basis and fairly present the financial
        condition of THERMA as of the date of November 15,1996.ince November
        15, 1996 there has been no material adverse change in the business
        or financial condition on the operations of THERMA, or to the best
        knowledge of THERMA, any occurrence circumstance, or combination
        thereof which reasonably could be expected to result in such a
        material adverse change in the future.
    (e) As of the date hereof, there are no material liabilities, absolute or
        contingent, of THERMA that were not shown or reserved against on the
        balance sheet included in the financial statement or described in the
        notes thereto.
    (f) Exchange of consideration between THERMA and BP.  Subject to the terms
        and conditions hereof, Therma agrees to transfer to BP on the Closing
        Date (as hereinafter defined) and BP agrees to accept from
        THERMA on the Closing Date, all of its assets, including its
corporation
        name, subject to liabilities, as more fully set forth and described in
        Exhibit A.  All of the outstanding shares of the THERMA shall be
        cancelled. BP will issue though its transfer agent, Interstate
        Transfer Company, Inc. 4,800,000 shares of BP Common Stock
    (g) On Closing Date there will be no outs1anding subscriptions, options,
        warrants, contracts, calls, puts, kind or nature to purchase or acquire
        any securities of THERMA common stock; and THERMA has no obligation
        of any kind to issue any additional securities.


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    (h) For each of the assets listed in Exhibit A, THERMA has full legal
        title to all such assets, free and clear of any liens, encumbrances,
        security interests, pledges, charges, claim, voting trusts,
        restrictions on transfer and any rights or interests therein,
        direct, direct or contingent, in favor of any parties, except as
        otherwise disclosed herein. Therma warrants that it has full and
        unrestricted right, power and authority to sell, assign, transfer
        and deliver the same or to cause the same to be transferred to BP
        in accordance with this AGREEMENT

    (i) THERMA conducts all phases of its business in substantial compliance
        with all leases, any restrictions of record and all zoning, fire,
        safety, building, pollution, environmental control, food, drug and
        health codes and other laws, ordinances and requirements of every
        governmental authority applicable to the ownership, operation or
        other use of such assets and properties.

    (j) THERMA has filed or caused to be filed with the appropriate federal,
        state, county, local and foreign governmental agencies or
        instrumentality, all tax returns and tax reports required to be
        filed, and all taxed assessments, fees and other governmental
        charges have been fully paid when due, except as may be reserved
        for in the November 15, 1996 statement. There is no pending or,
        to the best knowledge of THERMA, threatened federal, state or
        local tax audit of THERMA; there is no agreement with any federal,
        state or local taxing authority that may affect the subsequent tax
        liabilities of THERMA.

    (k) No Conflict or Default. Neither the execution or the delivery of this
        agreement, nor compliance with the terms and provisions hereof,
        including without limitation the consummation of the transactions
        contemplated hereby, will violate any statute, regulation or ordinance
        of any governmental authority, of conflict with or result in the
        breach of any term, condition or provision of the Certificate of
        Incorporation or by-laws of THERMA, or any agreement, deed, contract,
        mortgage, indenture, writ, order, decree, legal obligation or
        instrument to which THERMA is party or by which it or any of its
        respective assets or properties are or may be bound, or constitute
        a default thereunder, or result in the creation or imposition of
        any lien, charge, encumbrance or restriction of any nature
        whatsoever with respect to the properties or assets of THERMA, or
        give to other any interests or rights, including rights of
        termination, acceleration or cancellation in or with respect to
        any of the properties, assets, contracts or business of THERMA.
    (l) No dividend shall be declared or paid or other distribution
        Neither in cash, stock, property or any combination thereof) or


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        payment declared or made in respect of THERMA common stock, nor
        shall THERMA purchase, acquire or redeem or split, combine or
        reclassify any shares of its capital stock.
    (m) No change shall be made in the number of shares of authorized or
        issued THERMA common stock, nor. shall any option, warrant call,
        right, commitment or agreement of any character be granted or
        made by THERMA relating to its authorized or issued common stock;
        nor shall THERMA issue, grant or sell any securities or obligations
        convertible into exchangeable for shares of THERMA common stock.
    (n) Representations True: Covenants Performed. The representations
        and warranties of the THERMA shall be true and correct, as of the
        Closing Date, with the same force and effect as though such
        representations and warranties had been made on the Closing Date,
        and all terms and conditions and covenants of this Agreement to
        be complied with and performed by THERMA on or before the Closing
        Date shall have been complied with and performed.
    (o) No Material Adverse Change. The business and properties of THERMA
        shall not have been adversely affected in any material way as a
        result of any fire, accident, or other casualty (whether or not
        covered by insurance) any labor disturbance, or act of God, public
        authority, or the public enemy, which would interfere in any
        substantial manner with the operations of THERMA.  There shall
        have been no changes in the business or property or THERMA
        since the date hereof, or in the financial conditions of THERMA
        since November 15, 1996; which would have a material adverse
        effect on its business.
    (p) No Litigation Threatened. No inquiry shall have been received nor
        any investigation, action or proceeding shall have been instituted
        or threatened by any governmental agency regarding the transaction
        contemplated hereby.
    (q) Brokerage. THERMA have not been represented with respect to
        transaction by a broker, finder or similar person and no compensation
        of any kind is due for such services.
    (r) On Closing Day, THERMA shall deliver a copy of AGREEMENT signed
        by the President of THERMA and dated.


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4.  Investment Representations.  THERMA and on behalf of its shareholders
who may acquire BP's shares hereunder acknowledges, represents, warrants and
agrees that:

    (a) The Shareholder is acquiring the BP common stock pursuant to this
        Agreement for his own account for investment purposes only and has
        no present intention to sell, distribute or otherwise dispose of
        the shares acquired hereunder.
    (b) The Shareholder is executing this Agreement and all other documents
        in connection with the receipt of BP common stock as an inducement
        to BP to acquire THERMA assets and BP may rely on such documents and
        information contained therein to determine the qualifications of
        THERMA to acquire the BP common stock.
    (c) The Shareholder acknowledges being informed that BP'S common stock
        issued hereunder is not registered under the Act or any state
        securities law and it must be held indefinitely unless it is
        subsequently registered under the applicable federal and state law
        or he furnishes to BP an opinion of counsel that registration is
        not required under the ACT and such information will be set forth
        in the restrictive legend on the face of the certificate(s) to be
        issued to THERMA.

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5. Closing.

The Closing shall take place on or about November 15, 1996, or as may
otherwise be mutually agreeable to parties. At the Closing, BP will cause
to be issued and delivered to the THERMA, a stock certificate in the
amount of 4,800,000 common shares of BP. Therma will deliver to BP a
fully executed BILL OF SALE with a complete schedule of, all its assets
acquired hereunder.

(a) Nonassignability.  Neither this Agreement nor any rights and obligations
hereunder may be assigned by any party without the written consent of the
other.

(b) Entire Agreement. This instrument together with the attached Exhibits
contains the entire Agreement among the parties with respect to the
purchase and sale of the securities described herein and other transactions
contemplated hereby.

(c) Amendment. This Agreement may be amended or modified only by a
writing signed by the party or parties to be charged with such amendment or
modification.

(d) Access. Prior to the Closing, THERMA shall afford to the Officers,
Directors Attorneys, Accountants and other authorized representative(s)
of BP free full access to the premises, books, and records of THERMA in
order that BP may take such investigation as it may desire of the affairs
of THERMA. Prior to Closing, BP shall afford the Officers, Directors
Attorneys, Accountants and other authorized representative(s) of THERMA
free and full access to the premises, books and records of BP so that
THERMA may take such investigation as it may desire of the affairs of BP.

(e) Materiality: Survival. All covenants, agreements, representations
and warranties made herein and in any, certificate delivered at the
Closing or pursuant thereto, shall be deemed to be material and have
been relied upon by the parties hereto, notwithstanding any
investigation heretofore or hereafter made or omitted by such other
party or in its behalf and shall survive the Closing hereunder.

(f) Notices. All notices and other communications hereunder shall be in
writing and shall be hand delivered or mailed first class postage prepaid,
to any party at the address set forth ,in the first paragraph of this
Agreement.

(g) Binding on Successors. All of the terms and conditions of this
Agreement shall be binding upon the Successors and inure to the benefit
of the parties hereto and their respective heir, successors, assigns and
legal representatives.


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(h) Severability.  The unenforceability or invalidity of any provision
of this Agreement shall not affect the enforceability or validity of the
balance of the Agreement.

(i) Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and the disputes arising
hereunder shall be submitted to and settled by arbitration in accordance
with the rules of the American Arbitration Association.

(j) IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first written above.



BP                             BASEBALL PROPERTIES, INC.
Attest:

--------------------------     By:  s/s Thomas J. Sullivan
                                    ----------------------
--------------------------          Thomas J. Sullivan, President
Secretary


THERMA
Attest:                        THERMAFREEZE, INC.


s/s  Thos Pryor                By:  s/s  Joseph C. Murray
--------------------------     --------------------------
THOMAS PRYOR                   Joseph Murray, President
--------------------------

                               SULLIVAN

                               By:  s/s  Thomas J. Sullivan
                               ----------------------------
                               Thomas J. Sullivan, an Individual


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