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                                          SECURITIES AND EXCHANGE COMMISSION
  
                                                Washington, D.C. 20549
  
  
                                                       FORM 8-K
  
                                                    Current Report
                                            Pursuant to Section 13 or 15(d)
                                        of the Securities Exchange Act of 1934.
  
  Date of Report (Date of earliest event reported) August 21, 1997
  
                    THERMO-MIZER ENVIRONMENTAL CORP.
  (Exact name of registrant as specified in its charter)
  
                              Delaware
  (State or Other Jurisdiction of Incorporation)
  
         33-87284-N4                                          22-2312917
  (Commission File Number)                   (I.R.S. Employer Identification No.)
  
          528 Oritan Avenue, Ridgefield, New Jersey  07657
  (Address of principal executive offices)           (Zip Code)
  
     (201) 941-5805
  (Registrant's telephone number, inluding area code)
  
  
  
  
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  ITEM 9.  Sales of Equity Securities Pursuant to Regulation S.
  
           On August 21, 1997, the Registrant issued  convertible  debentures (the
  "Debentures")  to  one  investor,  in  the  principal  amount  of  $50,000.  The
  Registrant  will pay interest to the holders of the  Debenture at the rate of 5%
  per annum.  Interest on the Debentures is payable in cash or Common Stock of the
  Registrant,  at the Registrant's discretion.  The Registrant's obligations under
  the Debentures are secured by a lien on the  Registrant's  accounts  receivable,
  which lien will  terminate on November 20, 1997,  whether or not the  Debentures
  have been converted or repaid at such date. The Debentures are convertible  into
  shares of the  Registrant's  Common Stock at any time  beginning  forty-one (41)
  days after the date of issuance,  at a price per share (the "Conversion  Price")
  equal to the lesser of 70% of the average closing bid price for the five trading
  days preceding:  (i) the date of conversion or, (ii) the date of closing, August
  21,  1997.  In the event  that the  Debentures  are not  converted  prior to the
  maturity date of the  Debentures,  the  Registrant has the option to satisfy its
  obligations under the Debentures on such maturity date by the payment of cash or
  the issuance of Common Stock at the Conversion Price.
  
           The  Registrant  received  net proceeds of $44,000 from the sale of the
  Debentures,  after deduction of expenses, including placement agent's commission
  of $5,000.  The  placement  agent for the  transaction  is Monetary  Advancement
  International,  Ltd. The Registrant is seeking to raise,  through a best efforts
  offering, a maximum of $3.5 million in convertible debt or convertible preferred
  stock.
  
           The Registrant  intends to use the proceeds of the offering for working
  capital and for the purchase of substantially all of the assets of the Laminaire
  Corporation, a privately-held company based in Rahway, New Jersey ("Laminaire"),
  pursuant to the terms of a letter of intent with Laminaire.  No assurance can be
  given that such acquisition will be consummated.
  
           The Debentures  have been issued to two  investors,  who have warranted
  that  they are not  related  or  affiliated,  and that  they are (i) not a "U.S.
  Person",  (as that term is defined in Rule 902(o) of Regulation  S), and (ii) an
  "accredited  investor" as defined in Rule 501 of  Regulation  D. The  Debentures
  cannot be transferred,  offered or sold in the "U.S.", or to "U.S.  persons," as
  such term is defined in Rule 902(o) of Regulation S, until after  forty-one (41)
  days from issuance.
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (c)  Exhibits
                    10.1     Form of Convertible Debenture
  
                    10.2     Form of Regulation S Securities
                                      Subscription Agreement
  
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                    10.3     Form of Escrow Agreement
  
                    10.4     Form of Registration Rights Agreement
  
  
  
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                                                   SIGNATURES
  
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                    THERMO-MIZER ENVIRONMENTAL CORP.
                     (Registrant)
  
  
  
  By: /s/Jon Darcy
      Jon Darcy, President
  
  
  DATED: September 3, 1997
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  schuster/thermo/8kaug.97
  
  
  
  
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  EXHIBIT 10.1               Form of Convertible Debenture
  
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  EXHIBIT 10.1
                                                   DEBENTURE
  
           THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH  THE  UNITED  STATES
  SECURITIES AND EXCHANGE  COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
  (THE  "ACT"),  OR  THE  SECURITIES  COMMISSION  OF ANY  STATE  UNDER  ANY  STATE
  SECURITIES   LAW.  THEY  ARE  BEING  OFFERED   PURSUANT  TO  AN  EXEMPTION  FROM
  REGISTRATION  UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE
  SECURITIES  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE UNITED
  STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN  REGULATION S) UNLESS THE
  SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
  SUCH OFFERS,  SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
  THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.
  
           THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
  OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
                            $50,000        U.S.
  
                                        Thermo-Mizer Environmental, Corp.
  
                                          5% CONVERTIBLE DEBENTURE DUE
  
           THIS  DEBENTURE,  issued  this day of 1997,  is one of duly  authorized
  issue of Debentures of  Thermo-Mizer  Environmental,  Corp., a corporation  duly
  organized and existing  under the law of the State of Delaware (the  "Company"),
  designated  as its 5%  Convertible  Debentures  Due , in an aggregate  principal
  amount not exceeding $500,000 U.S. (the "Debentures").
  
           FOR  VALUE   RECEIVED,   the   Company   promises   to  pay  to  .,  as
  representative,  the registered holder hereof (the "Holder"),  the principal sum
  of $50,000,  on or prior to , (the "Maturity Date"),  and to pay interest on the
  principal  sum  outstanding  time  to time on the  last  day of each  September,
  December,  March and June (each an "Interest Payment Date"),  commencing , up to
  and  including  the  Maturity  Date,  at the rate of 5% per  annum.  Accrual  of
  interest on this  Debenture  shall  commence on the date of this  Debenture  and
  shall  continue to accrue until the next Interest  Payment Date. The interest so
  payable will be paid on each  Interest  Payment Date to the person in whose name
  this  Debenture  (or one or more  predecessor  Debentures)  is registered on the
  records of the Company  regarding  registration  and transfers of the Debentures
  (the  "Debenture  Register")  on the first  business day prior to such  Interest
  Payment Date. All accrued and unpaid interest shall
  
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  bear  interest at the same rate of 5% per annum from the date  hereof  until the
  date of payment.  The principal of this Debenture is payable in coin or currency
  of the United  States of  America as at the time of payment is legal  tender for
  public and private  debts or, at the option of the Company,  in shares of Common
  Stock under the same conversion formula as stated in the within Debenture at the
  address of the Holder last appearing on the Debenture Register of the Company as
  designated in writing by the Holder from time to time.  The  Debenture  Register
  shall  represent  the record of  ownership  and right to receive  principal  and
  interest on this Debenture.  Interest and principal shall be payable only to the
  registered  Holder as  reflected in the  Debenture  Register.  At the  Company's
  option,  interest on the within  Debenture  will be payable in cash or shares of
  Common  Stock  under  the  same  conversion  formula  as  stated  in the  within
  Debenture.  The right to receive  principal  and interest  under this  Debenture
  shall be  transferable  only  through  an  appropriate  entry  in the  Debenture
  Register as provided  herein.  The forwarding of such payment shall constitute a
  payment of interest  hereunder and shall satisfy and discharge the liability for
  principal and interest on this Debenture to the extent of the sum represented by
  such payment.  The Holder shall have the exclusive  right to demand  payments of
  the  principal  (other than any amount  converted) in cash upon the due date, in
  the event of a default as provided for herein prior to the due date.
  
           This Debenture is subject to the following additional provisions:
  
  1. Debentures. First issuance will be a $50,000 Debenture, and thereafter at the
  Holder's  request the Debentures are issuable in denominations of $25,000 for an
  aggregate of $50,000.  The Debentures are  exchangeable  for an equal  aggregate
  principal  amount  of  Debentures  of  different  authorized  denominations,  as
  requested  by the Holders  surrendering  the same,  but shall not be issuable in
  denominations  less than  integral  multiples of  Twenty-Five  Thousand  Dollars
  ($25,000 U.S.). No service charge will be made for such registration of transfer
  or  exchange.  The Company  agrees to  collateralize  the within  Debenture by a
  pledge of its accounts  receivable,  and fixed assets including all tangible and
  intangible property to secure the repayment of the within Debenture. The Company
  agrees to provide a UCC 1 (Uniform  Commercial Code) financing  statement on its
  accounts  receivable  simultaneously  with the  execution  of the  Regulation  S
  Agreement,  and to pay all  expenses  and fees in  filing  said  UCC1  Financing
  Statements  which will be filed by the  Company  simultaneously  but in no event
  less than 48 hours from execution of the within debenture, which lien and pledge
  shall terminate ninety (90) days after the date hereof,  and to provide proof of
  filing to the Debenture  holders  counsel.  The Debenture holder has delivered a
  UCC-3 termination statement to the Escrow Agent (the "Escrow Agent") which UCC-3
  shall be filed ninety (90) days from the date hereof or upon  conversion  of the
  debenture  by the Escrow  Agent  unless an event of default has  occurred and is
  continuing under Section 11.
  
  2. Withholding. The Company shall be entitled to withhold if applicable from all
  payments  of  interest on this  Debenture,  any amounts  required to be withheld
  under the  applicable  provisions  of the United States income tax laws or other
  applicable laws at the time of such payments if applicable. The Holder shall pay
  all taxes, charges, or levies in connection with the
  
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  issuance or transfer thereof other than amounts so withheld.
  
  3.   Transfer.   This   Debenture   has  been  issued   subject  to   investment
  representations  of the  original  purchaser  hereof and may be  transferred  or
  exchanged  only in compliance  with the  Securities Act of 1933, as amended (the
  "Act"),  including  Regulation S  promulgated  under the Act. Any Holder of this
  Debenture,  by acceptance hereof, agrees to the representations,  warranties and
  covenants  herein.  Prior to due presentment to the Company for transfer of this
  Debenture,  the  Company  and any agent of the  Company  may treat the person in
  whose name this Debenture is duly registered on the Company's Debenture Register
  as the owner hereof for the purpose of receiving  payment as herein provided and
  for all other  purposes,  whether or not this Debenture be overdue,  and neither
  the Company nor any such agent shall be affected by notice to the contrary.
  
  4. Conversion. The record Holders of this Debenture shall have conversion rights
  as follows (the "Conversion Rights"):
  
           (a) Right to  Convert.  The record  Holder of this  Debenture  shall be
  entitled,  at the option of the Holder,  to convert any or all of the  aggregate
  principal amount of Debentures held by such Holder,  at any time beginning forty
  one (41) days after the date of issuance of this Debenture, at the office of the
  Company or any transfer agent for the Debentures, into that number of fully-paid
  and  non-assessable  shares  of  Common  Stock  of  the  Company  calculated  in
  accordance with the following formula: Number of shares issued upon conversion =
  Principal/Conversion Price, where
  
  o        Principal = The principal amount of the Debenture(s) to be converted,
  
       o  *Conversion  Price = the  product  of (1) .70 times (2)  either the last
  trading price average or Closing Bid Price,  as that term is defined  below,  of
  the Company's Common Stock for the five (5) trading days  immediately  preceding
  the Date of Conversion, as defined below provided,  however, that if the Date of
  Conversion is after July  ___,2000 (3 years),  the  Conversion  Price will equal
  what the  Conversion  Price would have been had the Date of Conversion  been the
  lower of a 30% discount  from market at time of signing or time of conversion as
  provided herein, (the "Fixed Conversion  Price").  For purposes hereof, the term
  "Closing  Bid Price"  shall mean the closing bid price of the  Company's  Common
  Stock as reported by NASDAQ (or, if not reported by NASDAQ,  as reported by such
  other exchange or market where traded). For purposes hereof, there is no minimum
  conversion price.
  
       * 30%  discount  to market  exercise  price  five (5) day  trading  average
  closing bid price either at time of signing of Subscription Agreement or time or
  exercise (lesser of exercise price).
  
       The  Company  warrants  and  represents  that  there are no other  existing
  options,  warrants,  or convertible  securities of any kind that are convertible
  into shares of Common Stock of the Company,  (except as stated in the disclosure
  documents
  
  
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       provided to the  subscriber,  attached  to the  Subscription  Agreement  as
  Exhibit F) which shares are registered and or exempt from registration within 90
  days from the date hereof.
  
  
           (b) Mechanics of Conversion. No fractional shares of Common Stock shall
  be issued upon conversion of this Debenture.  In lieu of any fractional share to
  which the Holder would otherwise be entitled, the Company shall pay cash to such
  Holder in an amount equal to such fraction  multiplied by the  Conversion  Price
  then in effect. In order to convert Debentures into full shares of Common Stock,
  the Holder shall  surrender  the  certificate  or  certificates  therefor,  duly
  endorsed,  by either  overnight  courier or 2-day courier,  to the office of the
  Company or of any  transfer  agent for the  Debentures,  and shall give  written
  notice  to the  Company  at such  office  with a copy to the  Escrow  Agents  by
  facsimile,  that he elects to  convert  the same,  the number of  Debentures  so
  converted and a calculation of the number of shares of Common Stock to be issued
  upon conversion  (with an advance copy of the  certificate(s)  and the notice by
  facsimile);  provided, however, that the Company shall not be obligated to issue
  certificates evidencing the shares of Common Stock issuable upon such conversion
  unless either the  certificates  evidencing such Debentures are delivered to the
  Company or its  transfer  agent as provided  above,  or the Holder  notifies the
  Company or its transfer agent that such  certificates  have been lost, stolen or
  destroyed and executes an agreement satisfactory to the Company to indemnify the
  Company  from any loss  incurred  by it in  connection  with such  certificates.
  Notwithstanding  the  foregoing,  the  conversion  right of the Holder set forth
  herein shall be limited,  solely to the extent required, from time to time, such
  that in no  instance  shall the  maximum  number of shares of Common  Stock into
  which the Holder may convert this Debenture  exceed,  at any one time, an amount
  equal to the remainder of (i) 4.99% of the then issued and outstanding shares of
  Common Stock of the Company following such conversion,  minus (ii) the number of
  shares of Common Stock of the Company then held by the Holder.
  
           The Company  shall use its best  efforts to issue and deliver to Holder
  or to Holder's Counsel ("Holder's Counsel") within seven (7) business days after
  delivery  to the  Company  of such  certificates,  or after such  agreement  and
  indemnification,  to such Holder of  Debentures  at the address of the Holder on
  the books of the Company, a certificate or certificates for the number of shares
  of Common Stock to which the Holder shall be entitled as aforesaid.  The date on
  which notice of conversion is given (the "Date of  Conversion")  shall be deemed
  to be the date in such notice of conversion is received by the Company, provided
  that the original  Debentures to be converted are received by the transfer agent
  or the Company  within five business days  thereafter  and the person or persons
  entitled to receive the shares of Common  Stock  issuable  upon such  conversion
  shall be treated for all purposes as the record holder or holders of such shares
  of Common Stock on such date. If the original Debentures to be converted are not
  received by the transfer  agent or the Company  within five  business days after
  the Date of Conversion,  the notice of conversion shall become null and void. In
  addition,  if the shares of Common Stock  issuable upon such  conversion are not
  received by the Holder without  restrictive legend within five (5) business days
  after the Date of Conversion, the notice of
  
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  conversion  shall  become,  at the option of the Holder,  null and void.  In the
  event of all said shares are not delivered as provided for herein, holder may at
  its own option  declare the within  Debenture  in default  and demand  immediate
  payment of all principal and accrued interest, and to take all appropriate legal
  action to foreclose on the pledge  collateral in accordance  with the provisions
  of the Uniform  Commercial  Code if payment by the  Company is not made.  In the
  further event that legal action is required,  the Company will be responsible to
  pay all reasonable  attorney's  fees, and waives any right to require the Holder
  to post a bond or other  security  which may be  required  to  enforce  Holder's
  rights  against  the pledge  collateral.  The  Company  further  represents  and
  warrants that the senior lenders,  if any are aware of and have consented to the
  issuance of the within Debenture, and the terms contained herein.
  
           Following  conversion  of  a  Debenture,  or  a  portion  thereof,  the
  principal  and, upon payment  thereof of the interest owed on that  Debenture or
  portion of the Debenture so converted will be deemed paid in full and satisfied,
  and such Debenture or portion thereof will no longer be outstanding.
  
           (c) Reservation of Stock Issuable Upon Conversion. The Company shall at
  all times reserve and keep available out of its  authorized but unissued  shares
  of Common  Stock,  solely for the purpose of  effecting  the  conversion  of the
  Debentures, such number of its shares of Common Stock as shall from time to time
  be sufficient to effect the conversion of all then outstanding  Debentures;  and
  if at any time the number of  authorized  but  unissued  shares of Common  Stock
  shall  not be  sufficient  to  effect  the  conversion  of all then  outstanding
  Debentures,  the Company will take such corporate  action as may be necessary to
  increase its  authorized  but unissued  shares of Common Stock to such number of
  shares as shall be sufficient for such purpose.
  
           (d) Mandatory  Payment or Conversion on Maturity Date. Each Holder of a
  Debenture  outstanding  on , shall have the right to payment of all principal on
  this Debenture paid to such Holder in cash or in immediately  available funds or
  at the option of the Company,  in shares of Common Stock  computed in accordance
  with Section 4 above on
                 .
  
           (e)      Adjustment to Conversion Price.
  
                    (i) If prior to the conversion of all of the  Debentures,  (x)
  the number of outstanding  shares of Common Stock is increased by a stock split,
  stock dividend or other similar  event,  or, (y) if the Company issues shares of
  Common Stock (or securities convertible into or exchangeable or exercisable for,
  shares of Common  Stock) at a conversion,  exchange or exercise  price below the
  Fixed Conversion Price then in effect,  then the Fixed Conversion Price shall be
  appropriately reduced. If, prior to conversion of all the Debentures, the number
  of  outstanding  shares  of  Common  Stock  is  decreased  by a  combination  or
  reclassification  of shares,  or other similar event, the Fixed Conversion Price
  shall be appropriately increased.
  
  
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                    (ii) If,  prior to the  conversion  of all  Debentures,  there
  shall  be any  merger,  consolidation,  exchange  of  shares,  recapitalization,
  reorganization,  or other similar  event,  as a result of which shares of Common
  Stock of the Company  shall be changed  into the same or a  different  number of
  shares of the same or another  class or classes  of stock or  securities  of the
  Company or another entity,  then the Holders of Debentures shall thereafter have
  the right to purchase and receive upon conversion of Debentures,  upon the basis
  and upon the terms and conditions  specified herein and in lieu of the shares of
  Common Stock immediately  theretofore  issuable upon conversion,  such shares of
  stock  and/or  securities  which may be issued or payable  with respect to or in
  exchange  for the  number  of shares of  Common  Stock  immediately  theretofore
  purchasable  and  receivable  upon the  conversion  of  Debentures  held by such
  Holders had such merger, consolidation,  exchange of shares, recapitalization or
  reorganization not taken place, and in such case appropriate provisions shall be
  made with respect to the rights and  interests of the Holders of the  Debentures
  to the end that the provisions hereof (including, without limitation, provisions
  for  adjustment  of the  Fixed  Conversion  Price  and of the  number  of shares
  issuable upon conversion of the Debentures)  shall thereafter be applicable,  as
  nearly as may be  practicable  in relation to any shares of stock or  securities
  thereafter  deliverable upon the exercise  hereof.  The Company shall not effect
  any transaction described in this subsection 4(e) unless the resulting successor
  or  acquiring  entity (if not the  Company)  assumes by written  instrument  the
  obligation  to deliver to the  Holders of the  Debentures  such  shares of stock
  and/or securities as, in accordance with the foregoing  provisions,  the Holders
  of the Debentures may be entitled to purchase.
  
                    (iv) No adjustment need be made if it would result in a change
  of less than 1% of the Conversion  Price (whether the Fixed  Conversion Price or
  the Floating  Conversion  Price).  Any  adjustments  required to be made by this
  subsection  shall be rounded up to the right to acquire the nearest whole number
  of shares of Common Stock.
  
  5.       Redemption.
  
           (a) Right to  Redeem  on  Conversion.  The  Company  shall not have the
  right, after receipt of a notice of conversion  pursuant to Section 4, to redeem
  in whole or in part any Debentures  submitted for conversion,  immediately prior
  to  conversion.  If the  Company  wishes to  redeem  some,  but not all,  of the
  Debentures  submitted for conversion,  the Company shall notify the Holder on 30
  days  written  notice,  and it will be the option of the Holder to elect to have
  the Debenture redeemed.
  
           (b)  Mechanics of Redemption  on  Conversion.  The Company shall effect
  each such redemption by giving notice of its election to redeem, by facsimile to
  Holder or to  Holder's  Counsel  within 1 business  day  following  receipt of a
  notice of conversion from a Holder,  with a copy by 2-day courier, to the Holder
  of Debentures  submitted for  conversion at the address and facsimile  number of
  such  Holder  appearing  in the  Company's  register  for the  Debentures.  Such
  redemption  notice shall indicate whether the Company will redeem all or part of
  the Debentures  submitted for  conversion.  The Company shall not be entitled to
  send any notice
  
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  of redemption and begin the redemption  procedure  unless it has the full amount
  of the redemption  price,  in cash,  available in a demand or other  immediately
  available  account in a bank or similar  financial  institution  on the date the
  redemption notice is sent to shareholders.
  
           The redemption  price per Debenture  shall equal the greater of (i) one
  hundred and fifty percent (150%)  multiplied by the then  outstanding  principal
  amount plus unpaid interest to the date of redemption; or
  
  (ii) [Principal + Interest] x Closing Bid Price on the Date of Conversion
                                  Conversion Price
  
  
           For  the  purposes  of  the  above  formula,  "Principal",  "Interest",
  "Closing Bid Price" and "Conversion  Price" shall have the meanings set forth in
  Section 4(a).
  
           The redemption  price shall be paid in cash to the Holder of Debentures
  redeemed within 5 business days of the delivery of the notice of such redemption
  to such Holder;  provided,  however,  that the Company shall not be obligated to
  deliver any portion of such  redemption  price  unless  either the  certificates
  evidencing the Debentures  redeemed are delivered to the Company or its transfer
  agent as provided in Section  4(b),  or the Holder  notifies  the Company or its
  transfer agent that such  certificates  have been lost,  stolen or destroyed and
  executes an agreement  satisfactory to the Company to indemnify the Company from
  any loss incurred by it in connection with such certificates.
  
           The  Redemption  Price  will not be lower  than an amount  which is 50%
  greater than the conversion price as provided for in Section 4(a) herein.
                    (c) No Other  Redemption.  The Company  shall have no right to
  redeem the Debentures except as provided in Section 5 hereof.
  
  6. No Prepayment.  The Company shall have no right to prepay this Debenture,  in
  whole or in part,  prior to the  Maturity  Date;  provided,  however,  that this
  Section 6 shall not prevent the Company from  exercising the  redemption  rights
  set forth in Section 5.
  
  7. No  Impairment.  Except as expressly  provided  herein,  no provision of this
  Debenture shall alter or impair the obligation of the Company, which is absolute
  and  unconditional,  to pay the principal of, and interest on, this Debenture at
  the time, place, and rate, and in the coin or currency, herein prescribed.  This
  Debenture and all other Debentures now and hereafter issued of similar terms are
  direct obligations of the Company.
  
  8. Termination.  After this Debenture shall have been surrendered for conversion
  as herein provided or notice of conversion  shall have been given by the Company
  pursuant to Section 4(d) herein,  this Debenture shall no longer be deemed to be
  outstanding  and all rights with respect to this Debenture,  including,  without
  limitation, the right to receive interest hereon
  
                                                       12
  
  <PAGE>
  
  
  
  and  the  principal  hereof,  shall  forthwith  terminate  as  of  the  Date  of
  Conversion,  except  only the right of the Holder  hereof to  receive  shares of
  Common Stock in exchange therefor.
  
  9.  Protective  Provisions.  This Debenture may not be amended without the prior
  written consent of the Holder hereof.
  
  10.  Costs and  Expenses.  The  Company  agrees  to pay all costs and  expenses,
  including  reasonable  attorney's  fees,  which may be incurred by the Holder in
  collecting any amount due under this Debenture.
  
  11.  Events of  Default;  Remedies.  If one or more of the  following  described
  "Events of Default" shall occur:
  
       (a) The Company  shall  default in the payment of  principal or interest on
  these Debentures: or
  
  
           (b)  Any of the  representatives  or  warranties  made  by the  Company
  herein, in the Regulations S Securities Subscription Agreement,  dated as of the
  date hereof relating to these  Debentures (the  "Subscription  Agreement") or in
  any certificate or financial or other written statements heretofore or hereafter
  furnished by or on behalf of the Company in  connection  with the  execution and
  delivery  of this  Debenture  or the  Subscription  Agreement  shall be false or
  misleading in a any material respect at the time made; or
  
           (c) The  Company  shall  fail to perform or  observe,  in any  material
  respect,  any  other  convenient  term,  provision,   condition,   agreement  or
  obligation of the Company under this  Debenture and such failure shall  continue
  uncured  for a period of fifteen  (15) days  after  notice  from  Holder of such
  failure; or
  
           (d) The Company  shall (1) become  insolvent;  (2) admit in writing its
  inability to pay its debts generally as they mature;  (3) make an assignment for
  the benefit of creditors or commence  proceedings  for its  dissolution;  or (4)
  apply for or consent to the appointment of a trustee, liquidator or receiver for
  its or for a substantial part of its property or business; or
  
           (e) A  trustee,  liquidator  or  receiver  shall be  appointed  for the
  Company or for a  substantial  part of its  property  or  business  without  its
  consent  and  shall  not  be  discharged  within  thirty  (30  days  after  such
  appointment; or
  
           (f) Any governmental  agency or any court of competent  jurisdiction at
  the instance of any  governmental  agency shall assume custody or control of the
  whole or any substantial  portion of the properties or assets of the Company and
  shall not be dismissed within thirty (30) days thereafter; or
  
       (g) Any money judgement,  writ or warrant of attachment, or similar process
  in
  
  
                                                       13
  
  <PAGE>
  
  
  
  excess of One Hundred  Thousand  Dollars  ($100,000) in the  aggregate  shall be
  entered or filed  against the Company or any of its  properties  or other assets
  and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
  (15) days or in any  event  later  than  five (5) days  prior to the date of any
  proposed sale thereunder; or
  
           (h) Bankruptcy,  reorganization,  insolvency or liquidation proceedings
  or other  proceedings  for relief  under any  bankruptcy  law or any law for the
  relief of  debtors  shall be  instituted  by or  against  the  Company  and,  if
  instituted  against the Company  shall not be dismissed  within thirty (30) days
  after such  instruction  or if the Company shall by any action or answer approve
  of,  consent to, or  acquiesce  in any such  proceedings  or admit the  material
  allegations of, or default in answering a petition filed in any proceeding; or
  
           (i) The Common  Stock  shall not be traded on an  exchange  or over the
  counter market.
  
           Then,  or at any time  thereafter,  and in each and  every  such  case,
  unless  such  Event or Default  shall have been  waived in writing by the Holder
  (which waiver shall not be deemed to be a waiver of any  subsequent  default) at
  the option of the Holder and in the  Holder's  sole  discretion,  the Holder may
  consider this Debenture immediately due and payable, without presentment, demand
  protest  or notice  of any  kind,  all of which  are  hereby  expressly  waived,
  anything  herein or in any note or other  instruments  contained to the contrary
  notwithstanding,  and the Holder may  immediately,  and with  expiration  of any
  period  of  grace,  enforce  any and all of the  Holder's  rights  and  remedies
  provided herein or any other rights or remedies afforded by law.
  
  
  12.  Mergers  Consolidations,  etc. The Company shall not  consolidate  or merge
  into, or transfer all or substantially all of its assets to, any person,  unless
  such person  assumes the  obligations  of the Company  under this  Debenture and
  immediately after such transaction no Event of Default exists.  Any reference of
  the Company  shall refer to such  surviving or transferee  corporation,  and the
  obligations of the Company shall terminate upon such assumption.  If the Company
  merges or  consolidates  with another  corporation  or sells or transfers all or
  substantially all of its assets to another person, and the holders of the Common
  Shares are entitled to receive stock, securities or property in respect of or in
  exchange for Common Shares,  then as a condition of such merger,  consolidation,
  sale or transfer,  either (i) the Company and any such  successor,  purchaser or
  transferee  shall amend this  Debenture  to provide  that it may  thereafter  be
  converted  on the terms and subject to the  conditions  set forth above into the
  kind and amount of stock,  securities or property  receivable  upon such merger,
  consolidation,  sale or  transfer  by a holder of the number of shares of Common
  Stock into which this  Debenture  might have been converted  immediately  before
  such merger, consolidation,  sale or transfer, or (ii) if the Company is not the
  surviving entity in such merger,  consolidation,  sale or transfer,  the Company
  shall give the Holder at least  thirty  (30) days  prior  written  notice of the
  expected closing date of such transaction,  and if any portion of this Debenture
  has not been
  
                                                       14
  
  <PAGE>
  
  
  
  converted into Common Stock at the election of the Holder prior to such closing,
  then the remaining  principal amount of this Debenture may, at the option of the
  Purchaser,  be  converted  into  shares of Common  Stock at the  closing of such
  transaction. The Conversion Price shall be the same as the applicable Conversion
  Price defined in Section 4 above.
  
  13. No Dividends. For so long as the Debentures remain outstanding,  the Company
  will not,  without  the prior  consent of a majority  of the  Holders,  make any
  distribution, either in stock or cash, to its holders of Common Stock.
  
  14. Lost or Destroyed  Debenture.  If this Debenture  shall be mutilated,  lost,
  stolen or  destroyed,  the Company  shall  execute and deliver,  in exchange and
  substitution for and upon cancellation of a mutilated  Debenture,  or in lieu of
  or in substitution for a lost,  stolen or destroyed  Debenture,  a new Debenture
  for the  principal  amount  of this  Debenture  so  mutilated,  lost,  stolen or
  destroyed,  but only upon receipt of evidence of such loss, theft or destruction
  of such  Debenture,  and of the  ownership  thereof,  and indemnity and bond, if
  requested, all reasonably satisfactory to the Company.
  
  15. Sales in Compliance with  Applicable  Law. Any Holder of this Debenture,  by
  acceptance  hereof,  agrees that such Holder will not offer,  sell or  otherwise
  dispose of this  Debenture of the shares of Common Stock  issuable upon exercise
  thereof except under  circumstances  which will not result in a violation of the
  Act,  including  Regulation S promulgated under the Act, or any applicable state
  Blue Sky law or similar laws relating to the sale of  securities  and the Holder
  agrees to provide the Company  with the  documentation  required by Section 3 of
  the Subscription Agreement executed by the original Holder hereof to demonstrate
  that such offer, sale or disposition complies with applicable securities laws.
  
  16.  Governing  Law.  This  Debenture  shall be  governed  by and  construed  in
  accordance with the laws of the State of New York,  without giving effect to the
  principles of conflicts of laws.
  
  17. Business Day Definition.  For purposes hereof, the term "business day" shall
  mean any day on which banks are generally  open for business in the State of New
  York, USA and excluding any Saturday and Sunday.
  
  18. Notices. Any notice,  demand or request required or permitted to be given by
  either the Company or the Holder  pursuant to the terms of this Agreement  shall
  be in  writing  and shall be  deemed  given  when  delivered  personally,  or by
       facsimile (with a hard copy to follow by two day courier), addressed to the
  Company at ________________________  with a copy to  __________________________,
  tel.    ______________    facsimile    _____________,    or   the    Holder   at
  _________________________________,  or such other addresses as a party may
  request by notifying the other in writing.
  
  19.  Waiver.  Any waiver by the Company or the Holder  hereof of a breach of any
  provision of this Debenture  shall not operate as or be construed to be a waiver
  of any breach
  
                                                       15
  
  <PAGE>
  
  
  
  of such provision or of any breach of any other provision of this Debenture. The
  failure of the Company or the Holder  hereof to insist upon strict  adherence to
  any term of this  Debenture on one or more  occasions  shall not be considered a
  waiver or  deprive  that party of the right  thereafter  to insist  upon  strict
  adherence to that term or any other term of this  Debenture.  Any waiver must be
  in writing.
  
  20.  Unenforceable  Provisions.  If any provision of this  Debenture is invalid,
  illegal or unenforceable,  the balance of this Debenture shall remain in effect,
  and if any provision is  inapplicable  to any person or  circumstance,  it shall
  nevertheless remain applicable to all other persons and circumstances.
  
  21. Change of Control.  The Company warrants and represents that in the event of
  any change in the control of the Board of Directors  as  currently  constituted,
  written  notification  will be  provided  to Holder  or  Holders  of the  within
  Debentures,  and that Holders may consider the within Debentures in default, and
  demand  payment of  principal  and all  accrued  interest  in the form of a cash
  payment.
  
           In the  event  of any  insolvency  proceedings,  and any  receivership,
  liquidation or other similar  proceedings in connection  therewith,  relative to
  the Company,  and in the event of any  proceedings  for voluntary or involuntary
  liquidation,  dissolution  or other  winding-up  of the Company,  whether or not
  involving  insolvency,  then the  holders of Senior  Debt shall be  entitled  to
  receive payment in full of all principal,  premiums,  interest fees and charges,
  including without limitation  post-petition  interest, on all Senior Debt before
  the Holders of the  Debentures are entitled to receive any payment on account of
  principal or interest upon the Debentures an no claim or proof of claim shall be
  filed with the  Company by or non behalf of the  Holders  that shall  assert any
  right to receive any payments in respect to the  Debentures,  except  subject to
  the payment in full of the principal and interest on all of the Senior Debt then
  outstanding.
  
           If funds or assets which would  otherwise be available to make payments
  in respect of the  Debentures  are instead paid or distributed to the holders of
  Senior Debt on account of the  subordination  provisions of this Section 22, the
  Holders of the  Debentures  shall be  subrogated to the rights of the holders of
  Senior  Debt to  receive  payments  or  distributions  of assets of the  Company
  applicable to the Senior Debt.
  
           No action which the holders of the Senior Debt, or the Company with the
  consent of the holders of the Senior Debt,  may take or refrain from taking with
  respect  to any  Senior  Debt,  or any bond,  debenture,  note or other  similar
  instrument  or agreement  representing  the same,  or any  collateral  therefor,
  including  a waiver or  release  thereof,  or any  agreement  or  agreements  in
  connection  therewith,  shall affect the  subordination of the Debentures to the
  Senior Debt.  The  subordination  of the  Debentures to the Senior Debt shall be
  unconditional,   notwithstanding  any  defect  in  the  genuineness,   validity,
  regularity, or enforceability of the bonds, debentures,  notes, or other similar
  instruments or agreements evidencing the Senior
  
                                                       16
  
  <PAGE>
  
  
  
  Debt or any other circumstances,  whether or not referred to herein, which might
  otherwise  constitute a legal or equitable discharge or a defense of the Holder.
  By it  acceptance  of the  Debentures,  the Holders agree to execute and deliver
  such  documents as may be reasonably  requested from time to time by the Company
  or the holder of any Senior Debt in order to implement this Section 22.
  
  22.  Enforcement  Actions.  Each of the Holders of the Debentures  agrees not to
  commence any enforcement  action as to the Debentures and the security  interest
  securing  such  indebtedness  unless  and  until it has  notified  the Agent (as
  defined in the Security  Agreement)  in writing of its  intention to do so and a
  period after the giving of such notice shall have elapsed, ending on the earlier
  of the  thirtieth  (30th) day after the giving of such notice or the date of the
  commencement of an insolvency proceeding as to the Company.  During such period,
  the  Agent,  acting  on  behalf  of the  Lenders  (as  defined  in the  Security
  Agreement)  shall have the right,  but not the obligation,  to cure any defaults
  giving rise to such enforcement action.
  
  23. Amendment.  The above Sections 21 and 22 may not be amended, or any of their
  provisions waived, without the prior written consent of the Agent or each of the
  holders of Senior Debt.
  
  
           IN WITNESS  WHEREOF,  the Company has caused this  Debenture to be duly
  executed by an officer thereof duly authorized.
  
                                        Thermo-Mizer Environmental, Corp.
  
                                         By:
                                        Name:
                                       Title:
  
  
  
                                                       17
  
  <PAGE>
  
  
  
  
                                                    EXHIBIT A
  
                                              NOTICE OF CONVERSION
  
                                    (To be Executed by the Registered Holder
                                       in order to Convert the Debenture)
  
  The  undersigned  hereby  irrevocably  elects to convert the above Debenture No.
  into  shares  of  Common  Stock,  $.01  par  value  (the  "Common  Stock"),   of
  Thermo-Mizer  Environmental,  Corp. (the "Company")  according to the conditions
  hereof,  as of the date written below. If shares are to be issued in the name of
  a person other than  undersigned,  the  undersigned  will pay all transfer taxes
  payable with  respect  thereto and is  delivering  herewith  such  certificates,
  opinions, and signature guarantees as reasonably requested by the Company or its
  Transfer Agent. No fee will be charged to the Holder for any conversion,  except
  for transfer taxes, if any. The undersigned represents as follows:
           1. The  undersigned  is not a  "distributor",  as such term is  defined
  under Rule 902 of  Regulation  S, or a person  acting on behalf of the issuer or
  distributor or an affiliate of a distributor or the issuer.
           2. The  undersigned  is not a  "dealer",  as such  term is  defined  in
  Section  2(12) of the Act, or a person  receiving a selling  concession,  fee or
  otherwise remuneration in respect of the Shares.
       3. The undersigned is not a "U.S.  Person", as such term is defined in Rule
  902 of Regulation S.
           4. The  undersigned  acquired  the Shares  directly  from the issuer or
  distributor  and has  neither  offered  nor sold any of the Shares  prior to the
  expiration of the 40-day  restricted  period describe in Rule 903(c)(2) and Rule
  902(m) (the  "Restricted  Period") and the  undersigned  has not  undertaken any
  action to precondition the U.S. market for resale of the Shares.
           5. The undersigned did not acquire the Shares with the intent to evade 
  the
  
                                                       18
  
  <PAGE>
  
  
  
  registration  provisions  of the Act or any  Rule or  Regulation  of the  Untied
  States  securities  laws and  will  not  offer  or sell  the  Shares  except  in
  compliance  with the provisions of the Act. If this Debenture is being converted
  during  the  Restricted  Period  (as that term is  defined  in the  subscription
  agreement executed by the original purchaser of this Debenture), the undersigned
  represents  that it is not a U.S.  Person as defined in Regulation S promulgated
  under the United  States  Securities  Act of 1933, as amended (the "Act") and is
  not converting the Debenture on behalf of any U.S. Person.  The undersigned also
  represents  and  warrants  that all offers and sales by the  undersigned  of the
  shares of Common  Stock  issuable  to the  undersigned  upon  conversion  of the
  Debenture   shall  be  made  in  compliance   with  Regulation  S,  pursuant  to
  registration  of the Common Stock under the Act or pursuant to an exemption from
  registration under the Act.
  
  Conversion calculations:
                                              Date of Conversion
  
  
  
                                              Applicable Conversion Price
  
  
                                              Signature
  
  
                                              Name
  
                                              Address:
  
  
  
  
  
  * The  original  Debenture  and Notice of  Conversion  must be  received  by the
  Company's  Transfer  Agent before any shares of Common Stock will be issued.  If
  the original of this  Debenture  is not received by the Transfer  Agent (or such
  other person as the Company may  specify)  within five  business  days after the
  date of conversion  specified above, this notice of conversion shall become null
  and void.
  
  Signature Guaranteed:
  
                                                       19
  
  <PAGE>
  
  
  
  EXHIBIT 10.2            Form of Regulation S Securities Subscription Agreement
  
                                                       20
  
  <PAGE>
  
  
  
  EXHIBIT 10.2
  
  REGULATION S SECURITIES SUBSCRIPTION AGREEMENT
  
           THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH  THE  UNITED  STATES
  SECURITIES AND EXCHANGE  COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
  (THE  "ACT"),  OR  THE  SECURITIES  COMMISSION  OF ANY  STATE  UNDER  ANY  STATE
  SECURITIES   LAW.  THEY  ARE  BEING  OFFERED   PURSUANT  TO  AN  EXEMPTION  FROM
  REGISTRATION  UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE
  SECURITIES  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE UNITED
  STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN  REGULATION S) UNLESS THE
  SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
  SUCH OFFERS,  SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
  THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.
  
           THIS SUBSCRIPTION  AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
  SOLICITATION  OF AN OFFER TO BUY, ANY OF THE SECURITIES  OFFERED HEREBY BY OR TO
  ANY PERSON IN ANY  JURISDICTION  IN WHICH SUCH  OFFER OR  SOLICITATION  WOULD BE
  UNLAWFUL.  INVESTMENT  IN THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  IN
  MAKING AN INVESTMENT  DECISION,  INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
  THE COMPANY AND THE TERMS OF THE  OFFERING,  INCLUDING  THE MERITS AND THE RISKS
  INVOLVED.  THESE  SECURITIES  HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE
  SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
  AUTHORITIES  HAVE NOT CONFIRMED OR  DETERMINED  THE ACCURACY OR ADEQUACY OF THIS
  DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
           This Regulation S Securities Subscription Agreement (the "Agreement" or
  the "Subscription Agreement") is executed by . (the " Subscriber") in connection
  with the  subscription  by the  Subscriber for 5%  Convertible  Debentures  (the
  "Convertible Debentures") of Thermo-Mizer Environmental, Corp., (the "Company").
  The  Company  is  offering  an  aggregate  face  amount  of  $500,000  (U.S.) of
  Convertible Debentures.  The terms of the Convertible Debentures,  including the
  terms on which the  Convertible  Debentures  may be converted into Common Stock,
  $0.01 par value per share of the Company  ("Shares"),  are set forth in the form
  of Convertible Debentures attached hereto as Exhibit A. The solicitation of this
  Subscription and, if accepted by the Company,  the offer and sale of Convertible
  Debentures,  are being made in reliance  upon the  provisions  of  Regulation  S
  (Regulation "S") promulgated  under the United States Securities Act of 1933, as
  amended (the "Act").  The  Convertible  Debentures and the Shares  issuable upon
  conversion thereof are
  
                                                       21
  
  <PAGE>
  
  
  
  sometimes  referred  to  herein  as the  "Securities".  The  Subscriber  wish to
  subscribe for the principal  amount of the  Convertible  Debentures set forth in
  Section 12 in accordance with the terms and conditions of this Agreement.  It is
  agreed as follows:
  
  1.      Offer to Subscribe; Purchase Price
  
           The Subscriber hereby offer to purchase and subscribe for the principal
  amount of  Convertible  Debentures,  and at the price,  set out in Section 12 of
  this  Agreement.  The Closing  shall be deemed to occur when this  Agreement has
  been  executed by both of the  Subscriber  and the Company (the  "Closing")  and
  payment shall have been made by the Subscriber, by wire transfer, as directed in
  writing by the Company on the day so directed,  to an escrow agent,  against the
  Company's delivery of Convertible Debentures subscribed for. If the Closing does
  not occur, the funds of ,the Subscriber shall be returned from escrow. The terms
  and conditions of the escrow are set forth in an Escrow  Agreement,  the form of
  which is  attached  hereto as  Exhibit B hereto.  The  payment  shall be made by
  delivering same day funds in United States Dollars as designated above.
  
  2.      Subscriber Representations; Access to Information Independent
  Investigation
  
           Each  Subscriber  represents  and  warrants to and  covenants  with the
  Company,  on its own behalf and on behalf of each person or entity for which the
  Subscriber is acting as a fiduciary,
  as follows:
  
           2.1 Offshore  Transaction.  The Subscriber represent and warrant to the
  Company that (i) neither the Subscriber nor, to the best knowledge of Subscriber
  after due  inquiry,  any of the  investors on whose  behalf the  Subscriber  may
  purchase and hold Convertible  Debentures or Shares (the "Investors") is a "U.S.
  person" as that term is defined in Rule 902(o) of  Regulation S (a copy of which
  definition  is attached as Exhibit  C), and neither the  Subscriber  nor, to the
  best  knowledge  of  Subscriber,   any  Investor  is  an  entity   organized  or
  incorporated  under the laws of any foreign  jurisdiction  by any "U.S.  person"
  principally for the purpose of investing in securities not registered  under the
  Act, unless the Subscriber is or was organized or incorporated by "U.S. persons"
  who are  accredited  investors (as defined in Rule 501(a) under the Act) and who
  are not natural persons, estates or trusts ("Institutional  Investors"), and all
  owners of  interests  in such entity who are "U.S.  persons"  are  Institutional
  Investors,  and not natural  persons,  estates or trusts;  (ii) the  Convertible
  Debentures  were not offered to the  Subscriber or to any Investor in the United
  States and at the time of execution of this  Subscription  Agreement  and of any
  offer  to the  Subscriber  or to  the  Investors  to  purchase  the  Convertible
  Debentures  hereunder,  the  Subscriber  and each such  Investor was outside the
  United  States;  (iii) each  Subscriber is purchasing the Securities for its own
  account  and not on  behalf of or for the  benefit  of any U.S.  person  and the
  resale of the Securities have not been  prearranged with any buyer in the United
  States; (iv) the Subscriber and to the best knowledge
  
                                                       22
  
  <PAGE>
  
  
  
  of the Subscriber each distributor, if any, participating in the offering of the
  Securities,  has agreed and the  Subscriber  hereby  agrees  that all offers and
  sales of the Securities  prior to the  expiration of a period  commencing on the
  Closing and ending forty (40) days  thereafter (the  "Restricted  Period") shall
  not be made to U.S.  persons or for the  account or benefit of U.S.  persons and
  shall  otherwise be made in  compliance  with the  provisions  of  Regulation S.
  Subscriber  has not been  engaged or acted as or on behalf of a  distributor  or
  dealer (and is not an affiliate of a distributor or dealer) with respect to this
  transaction.
  
  
  
  
           2.2 Independent Investigation. The Subscriber, in offering to subscribe
  for the Securities hereunder, has relied upon an independent  investigation made
  by it and  has,  prior  to  the  date  hereof,  been  given  access  to and  the
  opportunity  to examine all books and records of the  Company,  and all material
  contracts and documents of the Company;  provided, that such investigation shall
  not affect  Subscriber's  ability to rely on the accuracy of the representations
  and  warranties  of the  Company  set forth  herein.  The  Subscriber  will keep
  confidential  all  non-public   information   regarding  the  Company  that  the
  Subscriber  receives from the Company unless  disclosure of such  information is
  compelled by a court or other administrative body or otherwise in the opinion of
  Subscriber's  counsel,  to comply with  applicable law. In making the investment
  decision to purchase the Convertible  Debentures,  the Subscriber is not relying
  on any oral or written  representations  or  assurances  from the Company or any
  other person or any representation of the Company or any other person other than
  as set forth in this  Agreement,  public filings of the Company or in a document
  executed by a duly authorized  representative of the Company making reference to
  this  Agreement.  The Subscriber  has such  experience in business and financial
  matters  that  it is  capable  of  evaluating  the  risk of its  investment  and
  determining the suitability of its investment. The Subscriber is a sophisticated
  investor,  as defined in Rule  506(b)(2)(ii)  of Regulation D, and an accredited
  investor as defined in Rule 501 of Regulation  D, a copy of which  definition is
  attached  hereto as Exhibit D. The  Subscriber  has not been  furnished with any
  offering  materials  or  literature  relating  to  the  offer  and  sale  of the
  securities.  The  Subscriber  have  obtained  and  reviewed  the  copies  of the
  Company's  Form  10-KSB  Annual  Report for the most  recent year ended June 30,
  1996,  and Form 10-Q for the most recent fiscal  quarter ended and copies of all
  Form 8-K Reports  from the  beginning of the past fiscal year to the date hereof
  and are aware that the Company has continued to sustain losses.
  
           2.3 Economic Risk. The Subscriber  understands and acknowledges that an
  investment  in the  Convertible  Debentures  involves  a high  degree  of  risk,
  including a possible total loss of investment. The Subscriber represents that it
  is  able  to  bear  the  economic  risk  of an  investment  in  the  Convertible
  Debentures.  In making this  statement  the  Subscriber  hereby  represents  and
  warrants  that  the   Subscriber   has  adequate  means  of  providing  for  the
  Subscriber's  current needs and contingencies;  the Subscriber is able to afford
  to hold the Convertible  Debentures for an indefinite  period and the Subscriber
  further represents that the
  
                                                       23
  
  <PAGE>
  
  
  
  Subscriber has such  knowledge and experience in financial and business  matters
  that the  Subscriber  is  capable  of  evaluating  the  merits  and risks of the
  investment  in the  Convertible  Debentures  to be received  by the  Subscriber.
  Further, the Subscriber  represents that it has no present need for liquidity in
  such Convertible Debentures.
  
           2.4  No  Government   Recommendation   or  Approval.   The   Subscriber
  understands  that no United States  federal or state agency or similar agency of
  any other country has passed upon or made any  recommendation  or endorsement of
  the Company, this transaction or the subscription of the Securities.
  
           2.5 No  Directed  Selling  Efforts in Regard to this  Transaction.  The
  Subscriber  has not  conducted  any  "directed  selling  effort" as that term is
  defined in Rule 902 of Regulation S. Such activity includes, without limitation,
  the mailing of printed material to investors  residing in the United States, the
  holding  of  promotional  seminars  in  the  United  States,  the  placement  of
  advertisements  with radio or  television  stations  broadcasting  in the United
  States or in publications with a general circulation in the United States, which
  discuss the offering of Shares.
  
           2.6  No  Registration.  Subscriber  understands  that  the  Convertible
  Debentures and the Shares issuable upon conversion of the Convertible Debentures
  have not been  registered  under the Act and are being offered and sold pursuant
  to an exemption  from  registration  contained in the Act based in part upon the
  representations of Subscriber  contained herein. The Common Stock does, however,
  carry  certain  registration  rights  as set  forth in the  Registration  Rights
  Agreement  executed by the parties hereto in the form attached hereto as Exhibit
  E (the "Registration Rights Agreement").
  
           2.7  No  Public   Solicitation.   Without  conducting  any  independent
  investigation, Subscriber knows of no public solicitation or advertisement of an
  offer in  connection  with the  proposed  issuance  and sale of the  Convertible
  Debentures.
  
           2.8  Investment   Intent.   Subscriber  is  acquiring  the  Convertible
  Debentures  to be  issued  and sold  hereunder  (and the  Shares  issuable  upon
  conversion of the  Convertible  Debentures)  for the Subscriber' own account (or
  for beneficiaries'  accounts over which the Subscriber has investment discretion
  but no discretionary voting or dispositive authority). Subscriber and each other
  party acquiring  Convertible  Debentures and the Shares issuable upon conversion
  of the  Convertible  Debentures  pursuant to this  Agreement  are  acquiring the
  Securities  for  investment  and not  with a view to the  distribution  thereof.
  Subscriber  understands  that  except  as set forth in the  Registration  Rights
  Agreement,  the Company has no present intention of registering any such sale of
  the Convertible Debentures or such Shares. Subscriber represents and warrants to
  the Company that it has no present plan or intention of selling the  Convertible
  Debentures  or the  Shares  in the  United  States,  has  made no  predetermined
  arrangements to sell the Convertible Debentures or the Shares other than as
  
                                                       24
  
  <PAGE>
  
  
  
  provided  in the  Registration  Rights  Agreement  and that the  offering by the
  Company  of  the  Securities  to  the   Subscriber,   as  contemplated  in  this
  Subscription Agreement (the "Offering"),  together with any subsequent resale by
  Subscriber of the Convertible Debentures or the Shares, is not part of a plan or
  scheme to evade the registration provisions of the Act. Subscriber currently has
  no short  position in the Shares,  including any short call position or any long
  put position or any contract or  arrangement  that has the effect of eliminating
  or substantially diminishing the risk of ownership of the Convertible Debentures
  or the  Shares,  nor has  Subscriber  engaged in any  hedging  transaction  with
  respect to the Convertible  Debentures or the Shares.  Subscriber covenants that
  neither  Subscriber  nor its  affiliates  nor any person  acting on its or their
  behalf  has the  intention  of  entering,  or will enter  during the  Restricted
  Period, into any put option,  short position or any hedging transaction or other
  similar  instrument  or position with respect to the Shares or securities of the
  same class as the Shares and neither  Subscriber  nor any of its  affiliates nor
  any person  acting on its or their  behalf will use at any time Shares to settle
  any put option,  short position or other similar instrument or position that may
  have been entered into prior to the execution of this Agreement.
  
           2.9 No Sale in Violation of the Act.  Subscriber further covenants that
  Subscriber  will  not make  any  sale,  transfer  or  other  disposition  of the
  Convertible  Debentures  or  the  Shares  in  violation  of the  Act  (including
  Regulation  S) any state  securities  laws or the rules and  regulations  of the
  Securities and Exchange Commission (the "Commission") promulgated thereunder.
  
           2.10  Incorporation  and  Authority.  Subscriber has the full power and
  authority  to execute,  deliver and perform  this  Agreement  and to perform its
  obligations  hereunder.  This  Agreement has been duly approved by all necessary
  action of Subscriber,  including any necessary  shareholder  approval,  has been
  executed by persons duly  authorized by Subscriber,  and constitutes a valid and
  legally  binding  obligation of Subscriber,  enforceable in accordance  with its
  terms.
  
           2.11 No Reliance on Tax Advice.  Subscriber  has reviewed with his, her
  or its own tax advisors the foreign,  federal,  state and local tax consequences
  of this investment,  where applicable, and the transactions contemplated by this
  Agreement.  Subscriber  is  relying  solely  on  such  advisors  and  not on any
  statements  or  representations  of  the  Company  or  any  of  its  agents  and
  understands  that  Subscriber  (and not the Company)  shall be  responsible  for
  Subscriber  own  income  tax  liability  that  may  arise  as a  result  of this
  investment or the transactions contemplated by this Agreement.
  
           2.12 Independent Legal Advice..  Subscriber and the Company acknowledge
  that each has had the opportunity to review this Agreement and the  transactions
  contemplated  by this  Agreement and has consulted  with its own legal counsel ,
  and other  advisors  prior to  execution of the within  Agreement,  and that the
  Company will pay the fees and expenses  with respect to the within  transaction,
  including  all  filing  fees with  respect  to the UCC 1 liens as  provided  for
  herein, and agrees that the UCC 1 filings will be made within five (5) days of
  
                                                       25
  
  <PAGE>
  
  
  
       closing in addition to payment of 10% of the gross amount of each Debenture
  purchased by Subscriber to Monetary Advancement International Inc. on closing.
  
           2.13 Compliance.  If Subscriber becomes subject to Section 13(d) of the
  Exchange Act, Subscriber will duly file the required Schedule thereunder.
  
           2.14  Not an  Affiliate.  Subscriber  is not an  officer,  director  or
  "affiliate" (as that term is defined in Rule 405 of the Act) of the Company.
  
       2.15 No Pledges.  Subscriber has not pledged the  Securities,  and will not
  pledge the  Securities  during the  Restricted  Period (as  defined  below),  as
  collateral in a margin account or otherwise with a U.S. person.
  
       2.16 No  Inquiries.  Subscriber  has not been the  subject of a  regulatory
  inquiry by the Commission.
  
  
           2.17 Each distributor  participating in the offering of the Securities,
  if any, has agreed in writing that all offers and sales of the Securities  prior
  the  expiration  of a period  commencing on date of the  transaction  and ending
  forty (40) days  thereafter  shall be made in  compliance  with the Issuer  Safe
  Harbour,  pursuant to registration of Securities under Securities Act of 1933 or
  pursuant to an exemption.
           Subscriber  understands that the Purchased Shares are being offered and
  sold to it in reliance of specific exemptions from the registration requirements
  of Federal and State  Securities  laws and that the Company is relying  upon the
  truth   and   accuracy   of   the   representations,   warranties,   agreements,
  acknowledgments  and  understandings  of Subscriber set forth herein in order to
  determine the applicability of such exemptions and the suitability of Subscriber
  to acquire the Securities.
           Subscriber  agrees to indemnify  and hold the Company or its agents and
  their  respective  officers,  directors and shareholders or any other person who
  may be deemed to  control  the  Company or its  agents  harmless  from any loss,
  liability,  claim,  damage or expense,  arising out of the  inaccuracy of any of
  Subscriber's  representations,  warranties or statements or the breach or any of
  the agreements contained herein.
  
  3.       Resales
  
           Subscriber  acknowledges  and agrees that the  Securities  may and will
  only  be  resold  (a)  in  compliance  with  Regulation  S;  (b)  pursuant  to a
  Registration  Statement  under the Act;  or (c)  pursuant to an  exemption  from
  registration under the Act.
  
  4.       Legends;  Subsequent Transfer of Securities
  
           4.1 Legends. The certificate(s) representing the Convertible Debentures
  shall bear the legend set forth  below and any other  legend,  if such legend or
  legends are reasonably
  
                                                       26
  
  <PAGE>
  
  
  
  required to comply with state,  federal or foreign law.  Assuming that there are
  no changes in the  material  facts set forth in Section 2 of this  Agreement  or
  applicable law from the date hereof until the date of conversion, and subject to
  the Company's  transfer agent's receipt of a legal opinion from legal counsel to
  the Company, all certificates representing the Shares into which the Convertible
  Debentures are converted after the Restricted Period shall not bear a legend.
  
           "The Convertible Debentures of Thermo-Mizer  Environmental,  Corp. (the
           "Issuer")  represented by this certificate have been issued pursuant to
           Regulation S, promulgated  under the Securities Act of 1933, as amended
           (the  "Act"),  and  have  not  been  registered  under  the  Act or any
           applicable  state  securities  laws. These shares may not be offered or
           sold  within  the  United  States or to or for the  account  of a "U.S.
           Person"  (as that term is  defined in  Regulation  S) during the period
           commencing on the sale of these  securities  and ending on the fortieth
           (40th) day  following  completion  of the  Regulation S offering of the
           Issuer pursuant to which these shares have been issued, which day is
                      1997 (the "Restricted Period").  The Convertible  Debentures
           represented  by this  certificate  may first be  converted  into common
           stock of the  issuer on [41 days from the date of  issue].  The  Issuer
           will  notify  the  transfer  agent  of the date of  completion  of such
           offering and of the expiration of such Restricted Period."
  
           4.2 Transfers. Subject to receipt of a legal opinion from legal counsel
  to the Company,  the Company  agrees,  and shall  instruct its agents,  that the
  Securities may be transferred to any person or entity who is not an affiliate of
  the Company if such transfer occurs after the Restricted Period, without (a) any
  further  restriction  on transfer  (provided  the transfer is made in compliance
  with  the  Act) or (b)  the  entry  of a  "stop  transfer"  order  against  such
  Securities,  and the  Securities  delivered to the  transferee  shall not bear a
  legend.  The Company may place a stop transfer  order on any Common Stock issued
  upon conversion of the Convertible  Debentures  during the Restricted Period for
  the  duration of the  Restricted  Period.  Upon  election by the  Subscriber  to
  convert the Convertible  Debentures into Shares, the Subscriber shall deliver to
  the Company a duly completed  Notice of Conversion (a "Notice of Conversion") in
  the form attached to this Agreement.
  
  5.    Issuance of Further Securities
  
           5.1 Right of First  Offer.  If at any time  within one  hundred  twenty
  (120) days of the date hereof the Company wishes to effect any financing through
  a private placement of debt or equity securities (or securities convertible into
  equity  securities),  the  Company  will  first  offer  Subscriber  the right to
  participate in such financing on the same terms offered by such other party.
  
  
  
  
                                                       27
  
  <PAGE>
  
  
  
       6.  Representations,  Warranties  and  Covenants  of  Company  The  Company
  represents  and warrants to and covenants  with the  Subscriber as follows:  6.1
  Organization,  Good Standing,  and  Qualification.  The Company is a corporation
  duly  organized,  validly  existing and in good  standing  under the laws of the
  State of Delaware and has all requisite  corporate  power and authority to carry
  on its business as now conducted and as proposed to be conducted. The Company is
  duly qualified to transact business and is in good standing in each jurisdiction
  in which the failure to so qualify would have a material  adverse  effect on the
  business or properties of the Company and its subsidiaries taken as a whole. The
  Company  is not the  subject of any  pending  or, to its  knowledge,  threatened
  investigation  or  administrative  or legal  proceeding by the Internal  Revenue
  Service,  the  taxing  authorities  of any state or local  jurisdiction,  or the
  Securities and Exchange  Commission which have not been disclosed in the reports
  referred to in Section 6.5 below.
  
  
           6.2 Corporate Condition. None of the Company's filings made pursuant to
  the Exchange Act,  including,  but not limited to, those  reports  referenced in
  Section 6.5 below,  contains any untrue statement of a material fact or omits to
  state a material fact necessary in order to make the  statements  made, in light
  of the circumstances under which they were made, not misleading. There have been
  no material adverse changes in the Company's  business,  properties,  results of
  operations,  condition  (financial or otherwise) or prospects  since the date of
  those reports which have not been  disclosed to Subscriber in writing,  provided
  that Subscriber are aware that the Company has continued to sustain losses since
  the date of the most recent Report on Form 10-QSB.
  
           6.3 Authorization. All corporate action on the part of the Company, its
  officers, directors and shareholders necessary for the authorization,  execution
  and  delivery  of  this  Agreement  and  the  Convertible  Debentures,  and  the
  performance of all  obligations of the Company  hereunder and thereunder and the
  authorization, issuance (or reservation for issuance) and delivery of the Common
  Stock issuable upon  conversion of the  Convertible  Debentures have been taken,
  and each of this Agreement and the Convertible  Debentures constitutes valid and
  legally binding obligations of the Company, enforceable in accordance with their
  respective terms.
  
           6.4 Valid  Issuance of  Convertible  Debenture and Common  Stock.  When
  executed and delivered in accordance with the terms hereof for the consideration
  expressed  herein,  the Debenture  will have been issued in compliance  with all
  applicable  U.S.  federal and state  securities  laws. The Common Stock issuable
  upon conversion of the Convertible Debentures when issued in accordance with the
  terms thereof, shall be duly and validly issued and outstanding,  fully paid and
  non-assessable,  free and clear of any claims or  pre-emptive  rights,  and will
  have been  issued in  compliance  with all  applicable  U.S.  federal  and state
  securities laws.
  
       6.5 Current Public Information. The Company represents and warrants to the
                                                       28
  
  <PAGE>
  
  
  
  Subscriber that the Company is a "reporting issuer" as defined in Rule 902(1) of
  Regulation S and it has a class of securities  registered under Section 12(g) of
  the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and has
  filed all the materials required to be filed as reports pursuant to the Exchange
  Act for a period of at least  twelve  months  preceding  the date hereof (or for
  such shorter  period as the Company was required by law to file such  material).
  All  such  reports  complied  in  all  material  respects  with  all  applicable
  requirements   of  Federal   Securities  laws  and  the  rules  and  regulations
  promulgated  thereunder.  The Subscriber  have obtained  copies of the Company's
  Form 10-KSB  Annual Report for the most recent year ended June 30, 1996 and Form
  10-Q for the most recent fiscal quarter ended and copies of all Form 8-K Reports
  from the beginning of the Company's past fiscal year to the date of execution of
  the within Agreement.  Additionally, the Company warrants and represents that it
  is qualified  under  Regulation S as said  Regulation is made and provided,  and
  that it will file all  disclosure  reports with the SEC and NASDAQ as prescribed
  in a timely manner.
  
           6.6 No  Directed  Selling  Efforts in Regard to this  Transaction.  The
  Company  has  not,  and to the  best  of the  Company's  knowledge  neither  the
  Subscriber nor any  distributor,  if any,  participating  in the offering of the
  Securities  nor any person  acting for the Company or any such  distributor  has
  conducted any "directed  selling efforts" as that term is defined in Rule 902 of
  Regulation S. Such activity includes,  without limitation, the making of printed
  material to investors  residing in the United States, the holding of promotional
  seminars in the United  States,  the placement of  advertisements  with radio or
  television stations  broadcasting in the United States or in publications with a
  general circulation in the United States,  which discuss the offering of Shares.
  The Company  represents  and warrants that the Offering is not part of a plan or
  scheme to evade the registration provisions of the Act.
  
           6.7 No - Conflicts.  The execution  and delivery of this  Agreement and
  the  consummation  of  the  issuance  of the  Securities  and  the  transactions
  contemplated  by this Agreement do not and will not conflict with or result in a
  breach by the  Company of any of the terms or  provisions  of, or  constitute  a
  default under, the Certificate of Incorporation or bylaws of the Company, or any
  indenture, mortgage, deed of trust or other agreement or instrument to which the
  Company is a party or by which it or any of its  properties or assets are bound,
  or any existing  applicable decree,  judgment or order of any court,  Federal or
  State regulatory body,  administrative  agency or other governmental body having
  jurisdiction over the Company or any of its properties or assets.
  
           6.8  Issuance  of  Securities.  The  Company  will  issue  one or  more
  certificates  representing the Convertible  Debentures in the name of Subscriber
  in such  denominations to be specified by the Subscriber prior to closing.  Upon
  conversion of the  Convertible  Debentures in accordance  with their terms,  the
  Company will issue one or more certificates  representing  Shares in the name of
  Subscriber  and in such  denominations  to be specified by  Subscriber  prior to
  conversion  (if  shares  are  converted   during  the  restrictive   period  the
  appropriate  legend  will be  endorsed  on said  certificate).  The Shares to be
  issued  upon  conversion  of the  Convertible  Debentures  shall  not  bear  any
  restrictive  legends and shall be freely  tradeable,  subject to compliance with
  federal and state securities laws and the terms of the Convertible Debentures.
  
                                                       29
  
  <PAGE>
  
  
  
  The Company further warrants that no instructions other than these instructions,
  and instructions  for a "stop transfer" until the end of the Restricted  Period,
  have  been or will be given to the  transfer  agent and also  warrants  that the
  Shares shall  otherwise be freely  transferable  by  Subscriber on the books and
  records of the Company subject to compliance  with federal and state  securities
  laws,  the receipt of a legal  opinion from legal counsel to the Company and the
  terms of the Convertible Debentures.  The Company will notify the transfer agent
  of the date of  completion  of the Offering and of the date of expiration of the
  Restricted  Period.  Nothing in this section shall affect in any way Subscriber'
  obligations  and agreement to comply with all  applicable  securities  laws upon
  resale of the Securities.
  
           6.9 No Action.  The  Company has not taken and will not take any action
  that will affect in any way the running of the Restricted  Period or the ability
  of  Subscriber to resell freely the  Securities  in accordance  with  applicable
  securities laws and the Agreement.
  
           6.10  Compliance  with Laws. As of the date hereof,  the conduct of the
  business of the Company  complies in all  material  respects  with all  material
  statutes,  laws, regulations,  ordinances,  rules, judgments,  orders or decrees
  applicable thereto. The Company has not received notice of any alleged violation
  of any statute, law, regulations,  ordinance,  rule, judgement,  order or decree
  from any  governmental  authority.  The Company shall comply with all applicable
  securities  laws with respect to the sale of the  Securities,  including but not
  limited  to the  filing  of all  reports  required  to be  filed  in  connection
  therewith with the  Securities and Exchange  Commission or any stock exchange or
  the NASDAQ Stock Market or any other regulatory authority.
  
           6.11 Litigation.  Except as disclosed in the Company's Annual Report on
  Form 10-KSB, its Form 8-K Reports, or any Quarterly Reports on Form 10-QSB filed
  since the date of such  Form  10-KSB,  there is no  action,  suit or  proceeding
  before or by any court or governmental agency or body, domestic or foreign,  now
  pending or, to the  knowledge of the Company,  threatened,  against or affecting
  the Company,  or any of its  properties,  which could  reasonably be expected to
  materially and adversely affect the properties or assets of the Company.
  
       6.12 No U.S.  Offering.  The Company represents that it has not offered the
  Securities to the Subscriber or any Investor in the U.S. or to any person in the
  United States or any U.S. person. See II(i) of Debenture.
  
           6.13  Disclosures.  There is no fact known to the  Company  (other than
  general  economic  conditions  known to the public  generally) that has not been
  disclosed in writing to the Subscriber that (a) could  reasonably be expected to
  have a material adverse effect on the business, properties, condition (financial
  or otherwise)  or results of  operations  or prospects of the Company,  or which
  could  reasonably be expected to materially and adversely  affect the properties
  or assets of the Company or (b) could  reasonably be expected to materially  and
  adversely affect the ability of the Company to perform its obligations  pursuant
  to this
  
                                                       30
  
  <PAGE>
  
  
  
  Subscription Agreement and the issuance of the Convertible Debentures hereunder.
  
           6.14  Commissions.  Except for a fee which is payable by the Company by
  separate  agreement,  no other person,  firm or corporation  will be entitled to
  receive any brokerage fee,  commission or other similar payment from the Company
  in connection with the consummation of the transaction  contemplated  hereby and
  the Company shall not make any such payment to any person,  firm or  corporation
  other than as stated herein.
  
           6.15 Capitalization.  The Company, as of the date of the Closing,  will
  have  outstanding the number of shares of Common Stock,  Convertible  Debentures
  and Warrants as set forth on
  Exhibit F.
  
  7..
  Additional Covenants of Company
  
           7.1  Accountants.  For as long  as any  Convertible  Debentures  remain
  outstanding,  the Company  shall,  until at least the second  anniversary of the
  date of the Closing (the "Closing Date"),  maintain as its independent  auditors
  an accounting firm that is authorized to practice before the SEC.
  
           7.2  Corporate  Existence  and  Taxes.  For as long as any  Convertible
  Debentures  remain  outstanding,  the Company  shall,  until at least the second
  anniversary  of the Closing  Date,  maintain  its  corporate  existence  in good
  standing,  and shall  pay all its  taxes  when due  except  for taxes  which the
  Company  disputes in good faith and for which adequate  reserves are established
  on the Company's books and records.
  
       7.3 Reserved Shares and Listings. For so long as any Convertible Debentures
  remain outstanding:
  
  
          (a)    the Company will reserve from its authorized but unissued  shares
                 of Common Stock ("Common Stock") a sufficient number of Shares to
                 permit the conversion in full of the outstanding principal amount
                 of Convertible Debentures; and
  
          (b)    the Company will maintain the listing of its Shares on the NASDAQ
                 or NASDAQ Small Cap Market; and
  
          (c)    until  such  time  as  Subscriber   has  converted  100%  of  the
                 Convertible   Debentures  into  Shares,   the  Company  will  not
                 repurchase   its  Common  Stock  or  otherwise   enter  into  any
                 transaction  (including  stock split,  recapitalization  or other
                 transaction)  which  would  cause a decrease in the number of its
                 shares  of  Common  Stock  issued  and  outstanding  (other  than
                 transactions  that  similarly  decrease  the  number of shares of
                 Common Stock into which the Debentures are Convertible).
  
  
                                                       31
  
  <PAGE>
  
  
  
           7.4  Liquidated  Damages  for  Late  Conversion.  As set  forth  in the
  Convertible  Debenture,  the  Company  shall use its best  efforts  to issue and
  deliver,  within seven (7) business days after the  Subscriber has fulfilled all
  conditions  and submitted to the Company or its counsel all necessary  documents
  duly executed and in proper form required for conversion  (the  "Deadline"),  to
  the  Subscriber or any party  receiving the  Convertible  Debentures by transfer
  from the Subscriber (together with the Subscriber,  a "Holder"),  at the address
  of the Holder on the books of the Company, a certificate or certificates for the
  number of Shares of Common  Stock to which the  Holder  shall be  entitled.  The
  Company  understands  that a delay in the issuance of the Shares of Common Stock
  beyond the Deadline could result in economic loss to the Holder. As compensation
  to the Holder for such loss,  and not as a penalty,  the  Company  agrees to pay
  liquidated  damages to the Holder for late issuance of Shares upon conversion in
  accordance  with the  following  schedule  (where  "No.  Business  Days Late" is
  defined as the number of business days beyond seven  business days from the date
  of receipt by the Company of a Notice of Conversion  duly executed and in proper
  form required for conversion,  including the original Convertible  Debentures to
  be converted,  all in accordance with this Agreement,  the Convertible Debenture
  and the requirements of the transfer agent):
  
         No. Business Days Late                      Liquidated Damages
                                                     (per one hundred thousand
                                                  dollars of Convertible Debenture
                                                     outstanding)
  
                  1                                  $100
                  2                                  $200
                  3                                  $300
                  4                                  $400
                  5                                  $500
                  6                                  $600
                  7                                  $700
                  8                                  $800
                  9                                  $900
                  10                                 $1,000
         >        10                                 $1,000 + an additional
                                                     $200 for each Business
                                                     Day Late beyond 10 days
  
           The Company shall pay the Holder any liquidated  damages incurred under
  this  Section by wire  transfer  of  immediately  available  funds to an account
  designated  by Holder upon the earlier to occur of (i) issuance of the Shares to
  the Holder or (ii) each  monthly  anniversary  of the  receipt by the Company of
  such Holder's  Notice of  Conversion.  Nothing  herein shall waive the Company's
  obligations to delivery Shares upon a conversion of the  Convertible  Debentures
  or limit the  Subscriber's  right to pursue  actual  damages  for the  Company's
  failure  to issue  and  deliver  shares  of Common  Stock to the  Subscriber  in
  accordance with the terms of the Convertible Debenture.
  
                                                       32
  
  <PAGE>
  
  
  
           7.5  Conversion  Notice.  The Company  agrees that,  in addition to any
  other  remedies  which may be available to the  Subscriber,  including,  but not
  limited to, remedies available under Section 7.4 of this Agreement, in the event
  the Company fails for any reason to effect delivery to the Subscriber or counsel
  to Subscriber of  certificates  representing  Shares within seven  business days
  following  receipt by the Company of a Notice of Conversion,  Subscriber will be
  entitled  to revoke  the Notice of  Conversion  by  delivering  a notice to such
  effect to the Company  whereupon  the Company and the  Subscriber  shall each be
  restored to their  respective  positions  immediately  prior to delivery of such
  Notice of Conversion.
  
           7.6 Opinion of Counsel.  Subscriber shall, prior to the purchase of the
  shares of Convertible Debentures,  receive an opinion letter from counsel to the
  Company,  to the effect  that (i) the Company is duly  incorporated  and validly
  existing; (ii) this Agreement,  the issuance of the Convertible Debentures,  and
  the issuance of the Common Stock upon conversion of the  Convertible  Debentures
  have been duly approved by all required  corporate action,  and that the Shares,
  upon due  issuance,  shall be  validly  issued and  outstanding,  fully paid and
  non-assessable;  (iii) this Agreement, the Convertible Debentures when executed,
  delivered and paid for in accordance with the terms hereof and the  Registration
  Rights Agreement are valid and binding  obligations of the Company,  enforceable
  in accordance with their terms,  except as enforceability of any indemnification
  provisions may be limited by principles of public policy, and subject to laws of
  general application relating to bankruptcy, insolvency and the relief of debtors
  and rules of laws governing specific  performance and other equitable  remedies;
  and (iv) based upon the  representations  and warranties of the Company and each
  Subscriber in the Offering,  the offer and sale of the Convertible Debentures to
  the Subscriber is exempt from the  registration  requirements  of the Securities
  Act;  except that with respect to the  foregoing  opinions  counsel may add such
  qualifications  as are consistent  with firm  practice,  including an assumption
  that  the  transaction  does  not  constitute  a plan or  scheme  to  evade  the
  registration provisions of the Act.
  
           7.7 Consultation with Legal Counsel. The Company shall consult with its
  legal counsel regarding its Exchange Act filing requirements including,  but not
  limited  to, the  possible  obligation  of the  Company to file Form 8-K and all
  other  applicable  reporting forms as required.  The Company agrees that it will
  maintain its trading  listing on NASDAQ system during the terms of the Debenture
  or  Debentures,  but such covenant is subject to any effect that the issuance or
  conversion of the  Debentures may have on such listing  subject to  Registration
  Rights.
  
           7.8      Changes in Regulation S.
  
           (a) During the  twenty-four  month  period  following  issuance  of the
  Debentures,  if there is any  change in  Regulation  S that would  restrict  the
  conversion  of the  Debentures  into  Common  Stock  according  to the terms and
  conditions set forth in this Agreement then in such event  Subscriber may notify
  the  Company  in writing  that  Purchaser  holds at least 10% of the  Debentures
  remaining  to be  converted  and demands  that the Company  file a  registration
  statement  under the 1933 Act covering the  registration  of all the Purchaser's
  Common Stock
  
                                                       33
  
  <PAGE>
  
  
  
  issuable  upon  conversion  ("Registrable  Securities").  Upon  receipt  of such
  notice,  the  Company  shall  use  its  best  efforts  to,  effect  as  soon  as
  practicable, and in any event within 90 days of the receipt of such request, the
  registration  under  the  1933  Act  of all  Registrable  Securities  which  the
  Purchaser  requests (a "Demand  Registration").  All such action required by the
  Company to complete  the  registration  shall be done as soon as possible at the
  Company's sole cost and expense.
  
           (b) If the Purchaser  initiating  the  registration  request  hereunder
  ("Initiating  Purchaser")  intends  to  distribute  the  Registrable  Securities
  covered  by their  request by means of an  underwriting,  he shall so advise the
  Company  as a part of their  request  made  pursuant  to this  Section 7 and the
  Company  shall include such  information  in the written  notice  referred to in
  subsection  7(a).  In such  event,  the right of any  Purchaser  to include  his
  Registrable  Securities  in such  registration  shall be  conditioned  upon such
  Purchase's  participation  in  such  underwriting  and  the  inclusion  of  such
  Purchaser's Registrable Securities in the underwriting. All Purchasers proposing
  to  distribute  their  Common  Stock  through  such  underwriting  agreement  in
  customary  form  with  the  underwriter  or   underwriters   selected  for  such
  underwriting  by a  majority  in  interest  of the  Initiating  Purchasers,  and
  reasonably  acceptable  to the  Company;  provided  that no  Purchaser  shall be
  required to make any representations other than with respect to its ownership of
  Registered Securities and its intended method of distribution. The Company shall
  only be  obligated  to take  such  action  if the  owners of at least 50% of the
  outstanding dollar amount of the Debentures requests such registration.
  
           (c) The Company is not obligated to effect a demand  registration under
  this  Section 7 if in the written  opinion of counsel to the Company  reasonably
  acceptable to the person or persons from whom written  request for  registration
  has been received (and  satisfactory  to the Company's  transfer agent to permit
  the  transfer)  that  registration  under the 1933 Act is not  required  for the
  immediate public transfer of the Registrable  Securities pursuant to Rule 144 or
  other applicable provisions.
  
           (d)  The  Company   represents  that  it  is  eligible  to  effect  the
  registration  contemplated  hereof on Form S-3, S-1 or SB-2 and will continue to
  take such actions as are necessary to maintain such eligibility.
  
           (e) If the Company is not eligible to effect a Registration  under form
  S-3, SB-2, S-1 or comparable form at the time of a Demand Registration under the
  terms of  Section  7(A) of this  Agreement,  then the  Company  shall pay to all
  Purchasers  of  outstanding  Debentures a penalty equal to 2% payable in cash or
  stock at the  Company's  option,  for each 30 day  period  beyond 60 days of the
  receipt  of a request  for a Demand  Registration  until  such  registration  is
  complete. If, on the date (the "Conversion Eligibility Date") that the Debenture
  become eligible for conversion into Common Stock, the Common Stock is not listed
  on the National Market System or National Stock Exchange, then the Company shall
  pay to all Purchasers of outstanding  Debentures that are eligible for immediate
  conversion a penalty equal to the amount of the Conversion  Default  Penalty for
  each day beyond the Conversion Eligibility Date until such listing is complete.
  
                                                       34
  
  <PAGE>
  
  
  
           (f) If (but without any  obligation  to do so) the Company  proposes to
  register (including for this purpose a registration  effected by the company for
  shareholders  other than the  Purchaser)  any of its Common Stock under the 1933
  Act in  connection  with the public  offering of such  securities  (other than a
  registration  relating  solely to the sale of  securities to  participants  in a
  Company stock plan or a registration of Form S-4, promulgated under the 1933 Act
  or  any   successor  or  similar  form   registering   stock   issuable  upon  a
  reclassification  ,  upon  a  business  combination  involving  an  exchange  of
  securities  or upon an exchange  offer for  securities  of the issuer or another
  entity),  the Company shall, at such time,  promptly give each Purchaser written
  notice of such registration. Upon the written request of each Purchaser given by
  fax within ten (10) days after  mailing  of such  notice by the  Company,  which
  request shall state the intended  method of  disposition  of such shares by such
  Purchaser,  the Company shall cause to be  registered  under the 1933 Act of all
  the  Registrable  Securities  that  each  such  Purchaser  has  requested  to be
  registered (a "Piggyback Registration").
  
           7.9  Registration  Rights.  The Company will grant the  Subscriber  the
  registration   rights   covering  the  Shares  issuable  on  conversion  of  the
  Convertible  Debentures on substantially  the terms of the  Registration  Rights
  Agreement  and the  terms  of  Section  7.8 are  subject  to the  terms  of such
  Registration Rights Agreement.
  
  8.       Conditions to Closing; Deliveries at Closing.
  
           (a)      Conditions  to   Subscriber's   obligations   to  close.   The
                    obligations  of the  Subscriber  to purchase  the  Convertible
                    Debentures   offered   hereunder   are   conditioned   on  the
                    fulfillment or waiver of the following:
  
                    (i)  the  execution  and  delivery  of  this  Agreement,   the
                    Registration  Rights  Agreement,  the Escrow  Agreement and an
                    Irrevocable  Instruction  to the Transfer Agent in the form of
                    Exhibit G attached hereto by the Company;
  
                    (ii) all the  representations and warranties of the Company in
                    this Agreement as of the date hereof shall be true and correct
                    at the Closing as if made on such date,  and the Company shall
                    have performed all actions required hereunder;
  
                    (iii)  Subscriber  shall have  received  the  opinion of legal
                    counsel to the Company to the effect set forth in Section 7.6;
                    and
  
                    (iv) the Company  shall not have  defaulted  on any  long-term
                    debt  (including  but  not  limited  to any  other  series  of
                    convertible debentures or the Convertible Debentures).
  
           (b)      Conditions  to  the  Company's   obligations  to  close.   The
                    obligations of the Company to purchase Convertible  Debentures
                    offered hereunder are conditioned on the fulfillment or waiver
                    of the following:
  
  
                                                       35
  
  <PAGE>
  
  
  
                    (i)  the  execution  and  delivery  of  this  Agreement,   the
                    Registration  Rights Agreement and the Escrow Agreement by the
                    Subscriber; and
  
                    (ii) all representations and warranties of the Subscriber made
                    in this  Agreement  as of the  date  hereof  shall be true and
                    correct  at the  Closing  as if  made on  such  date,  and the
                    Subscriber   shall  have   performed   all  actions   required
                    hereunder.
  
                    (iii) The  execution of all Officer  Certificates  and special
                    representations required by Subscriber.
  
  
  
  
  
  9.       Governing Law
  
           This  Agreement  shall be governed by and construed in accordance  with
  the laws of the State of New York,  U.S.A.  applicable to agreements made in and
  wholly to be  performed in that  jurisdiction  with regards to the choice of law
  rules of such state,  except for matters  arising  under the Act or the Exchange
  Act which  matters shall be construed and  interpreted  in accordance  with such
  laws. Any action brought to enforce, or otherwise arising out of, this Agreement
  shall be heard and  determined in either a Federal or state court sitting in the
  County of New York,  State of New York, and the parties  consent to jurisdiction
  in the State of New York.
  
  
  10.   Entire Agreement; Amendment
  
           This Agreement,  the Convertible  Debentures,  the Registration  Rights
  Agreement and the other documents  delivered pursuant hereto constitute the full
  and entire  understanding  and agreement  between the parties with regard to the
  subjects  hereof and  thereof,  and no party shall be able or bound to any other
  party in any manner by any warranties,  representations  or covenants  except as
  specifically set forth herein or therein.  Except as expressly  provided herein,
  neither this Agreement nor any term hereof may be amended, waived, discharged or
  terminated other than by a written  instrument  signed by the party against whom
  enforcement of any such amendment, waiver, discharge or termination is sought.
  
  
  11.   Notices, Etc.
  
        Any notice,  demand or request required or permitted to be given by either
        the  Company or the  Subscriber  pursuant  to the terms of this  Agreement
        shall be in writing and shall be deemed given when delivered personally or
        by facsimile, with a hard copy to follow by two day
  
                                                       36
  
  <PAGE>
  
  
  
        courier addressed to the parties at the addresses of the parties set forth
        at the end of this  Agreement or such other address as a party may request
        by notifying the other in writing.
  
  12.      Amount
  
           The  undersigned   Subscriber   hereby  subscribes  for  a  Convertible
  Debenture  with an in the principal  amount of One Hundred  Twenty Five Thousand
  Dollars  ($125,000)(U.S.),  and has the irrevocable  right to assign or transfer
  without  consent  all or any  part  of the  debentures  to  investors  that  are
  qualified  under  Regulation S of the Securities Act at any time during the term
  of the debentures. The Subscriber agrees to notify the Company of any assignment
  or transfer within ten (10) days of said transfer or assignment.
  
           The undersigned  Subscriber  acknowledges that this subscription  shall
  not be effective unless accepted by the Company as indicated below.
  
  
  This Subscription Is Accepted by the Company on the day of July, 1997.
  
  
                                             Thermo-Mizer Environmental, Corp.
  
  
                                             By:
                                             Print Name:
                                             Title:
  
  
  
  
  
  
  
                                              Signature
  
  
  
  
  
                                                       37
  
  <PAGE>
  
  
  
  EXHIBIT 10.3               Form of Escrow Agreement
  
                                                       38
  
  <PAGE>
  
  
  
  EXHIBIT 10.3
                                                ESCROW AGREEMENT
  
  
  
                 THIS  ESCROW  AGREEMENT,   dated  the  day  of  ,  1997  ("Escrow
  Agreement")  is by and  among  THERMO-MIZER  ENVIRONMENTAL,  CORP.,  a  Delaware
  corporation  ("Issuer"),  the  subscribers  listed on Exhibit A attached  hereto
  (each a "Subscriber" and collectively the "Subscribers");  and , as Escrow Agent
  hereunder ("Escrow Agent" ) and , as Consultant.
  
  
                                                   BACKGROUND
  
        A. Issuer has engaged Consultant to assist it in locating offshore persons
  to purchase of $500,000 aggregate principal amount of 5% Convertible  Debentures
  (the  "Debentures")  convertible  into shares of common stock of the Issuer (the
  "Shares"),  pursuant to the  Regulation  S  Securities  Subscription  Agreements
  attached hereto as Exhibit A  (collectively  the  "Subscription  Agreements" and
  individually a "Subscription Agreement").
  
        B. In accordance  with the  Subscription  Agreements,  Subscribers for the
  Debentures  will be  required  to  submit  full  payment  for  their  respective
  investment at the time they execute the Subscription Agreements.
  
        C. All payments  received by Consultant in connection  with  subscriptions
  for Debentures shall be promptly forwarded to Escrow Agent, and Escrow Agent has
  agreed to  accept,  hold,  and  disburse  such funds  deposited  with it and the
  earnings thereon in accordance with the terms of this Escrow Agreement.
  
        D.  In  order  to  establish  the  escrow  of  funds  and  to  effect  the
  consummation of the transaction contemplated by the Subscription Agreements, the
  parties hereto have entered into this Escrow Agreement.
  
                                             STATEMENT OF AGREEMENT
  
        NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
  sufficiency  of  which  are  hereby   acknowledged,   the  parties  hereto,  for
  themselves, their successors and assigns, hereby agree as follows:
  
       1 . Definitions. The following terms shall have the following meanings when
  used herein:
  
  
  
                 "Cash  Investment" shall mean the number and amount of Debentures
  to be purchased by any Subscriber as set forth in the Subscription Agreements.
  
  
                                                       39
  
  <PAGE>
  
  
  
                 "Cash Investment  Instrument" shall mean a wire transfer or other
  immediately  available  funds paid to the " ," in full payment for the Shares to
  be purchased by any Subscriber.
  
       "Debentures" shall have the meaning set forth in the section of this Escrow
  Agreement titled "Background."
  
  
                 "Escrow  Funds"  shall mean the funds  deposited  with the Escrow
  Agent  pursuant to this  Agreement,  together with any interest and other income
  thereon.
  
       "Entire  Offering"  shall  mean the sale of an  aggregate  of  $500,000  in
  Debentures.
  
  
                    "Offering Notice" shall mean a written notification, signed by
  Consultant,  which shall specify that subscriptions for the Entire Offering have
  been received; that, to the best of Consultant's knowledge after due inquiry and
  review of its  records,  Cash  Investment  Instruments  in full payment for that
  number of Debentures equal to the Entire Offering have been received,  deposited
  with and collected by Escrow Agent;  and that such  subscriptions  have not been
  withdrawn,  rejected  or  otherwise  terminated.  The  within is  subject to the
  notification provisions contained in the Debentures.
  
                 "Subscription   Accounting"  shall  mean  an  accounting  of  all
  subscriptions for Debentures  received and accepted by Consultant as of the date
  of such accounting,  indicating for each  subscription the Subscriber's name and
  address, the number and total purchase price of subscribed Debentures,  the date
  of receipt by Consultant of the Cash Investment Instrument, and notations of any
  nonpayment of the Cash Investment  Instrument  submitted with such subscription,
  any withdrawal of such  subscription  by the  Subscriber,  any rejection of such
  subscription by Consultant,  or other termination,  for whatever reason, of such
  subscription.
  
        2. Appointment of and Acceptance by Escrow Agent.  Issuer,  Consultant and
  Subscribers hereby appoint Escrow Agent to serve as escrow agent hereunder,  and
  Escrow Agent hereby  accepts such  appointment  in accordance  with the terms of
  this Escrow Agreement.
  
        3.  Deposits  into  Escrow.  A. Upon  receipt  by  Consultant  of any Cash
  Investment  Instrument for the purchase of Debentures,  Consultant shall forward
  to Escrow Agent,  by 12:00 noon of the next  business  day, the Cash  Investment
  Instrument for deposit into the following escrow account:
  
  
  Credit to the Account of:
  ABA Routing #
  ACCT #
  
  
                                                       40
  
  <PAGE>
  
  
  
  Each such deposit shall be accompanied by the following documents:
  
  (1)   a report containing such Subscriber's name, taxpayer identification number
        (if applicable),  address and other  information  required for withholding
        purposes; and
  
  (2) a Subscription Accounting.
  
        ALL FUNDS SO  DEPOSITED  SHALL  REMAIN  THE  PROPERTY  OF THE  SUBSCRIBERS
        ACCORDING TO THEIR  RESPECTIVE  INTERESTS  AND SHALL NOT BE SUBJECT TO ANY
        LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST
        ISSUER UNTIL RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
  
  b.  Consultant  and Issuer  understand  and agree  that all  checks and  similar
  instruments  received  by Escrow  Agent  hereunder  are  subject  to  collection
  requirements  of presentment and final payment,  and that the funds  represented
  thereby  cannot be drawn upon or disbursed  until such time as final payment has
  been made and is no longer subject to dishonor. Upon receipt, Escrow Agent shall
  process each Cash Investment Instrument for collection, and the proceeds thereof
  shall be held as part of the escrow  Funds until  disbursed in  accordance  with
  Section  4  hereof.  If,  upon  presentment  for  payment,  any Cash  Investment
  Instrument is  dishonored,  Escrow  Agent's sole  obligation  shall be to notify
  Consultant  of such  dishonor and to return such Cash  Investment  Instrument to
  Consultant  to take  whatever  action it deems  necessary.  Notwithstanding  the
  foregoing,  if for any reason any Cash  Investment  Instrument is  uncollectible
  after  payment of the funds  represented  thereby has been made by Escrow Agent,
  Issuer shall  immediately  reimburse Escrow Agent upon receipt from Escrow Agent
  of written notice thereof.
  
        Upon receipt of any Cash Investment  Instrument  that  represents  payment
  less than or greater than the Cash  Investment,  Escrow Agent's sole  obligation
  shall be to notify  Issuer and  Consultant  of such fact and to return such Cash
  Investment Instrument to Consultant.
  
  c. All Cash  Investment  Instruments  shall be made  payable to the order of, or
  endorsed  to the order of, or  endorsed  to the order of, " ", and Escrow  Agent
  shall not be  obligated  to accept,  or present for payment any Cash  Investment
  Instrument that is not payable or endorsed in that manner.
  
        4.       Disbursements of Escrow Funds.
  
  a.  Completion  of  Closing . Subject  to the  provisions  of Section 10 hereof,
  Escrow Agent shall deliver the original  Debentures to the Subscribers and shall
  pay to Issuer the  liquidated  value of the Escrow Funds (amount  deposited less
  Consultant fees and commissions equal to ten (10%) percent of the Escrow Funds),
  by wire transfer,  no later than two (2) business days following  receipt of the
  following documents:
  
  
                                                       41
  
  <PAGE>
  
  
  
  (1)   An Offering Notice;
  
  (2) Subscription Accounting, substantiating the sale of the Entire Offering;
  
  (3)   Subscription Agreement signed by all parties;
  
  (4)   Debenture Certificates for each Subscriber; and
  
  (5)   Such other  certificates,  notices or other  documents as Escrow Agent, in
        its discretion, shall reasonably require.
  
        Notwithstanding  the  foregoing,  Escrow  Agent shall not be  obligated to
  disburse  the  Debentures  to the  Subscriber  and the Escrow Funds to Issuer if
  Escrow Agent has grounds to believe that (a) Cash Investment Instruments in full
  payment  for that  number of  Debentures  equal to or  greater  than the  Entire
  Offering  have not been  received,  deposited  with and  collected by the Escrow
  Agent,  subject  to the  right  of  Issuer  and  Consultant,  as  agent  for the
  Subscribers,  to consummate  the sale of some, but not all, of the Shares or (b)
  any of the  certifications and opinions set forth in the documents are incorrect
  or incomplete.  Prior to disbursing any Escrow Funds or debenture  certificates,
  Escrow Agent shall be entitled,  in its  reasonable  discretion,  to require any
  additional  written  certificates or  authorizations  that it deems necessary or
  desirable.  The  Subscribers  hereby  authorize  and direct the Escrow  Agent to
  exchange the original Debentures issued by Issuer and delivered to Escrow Agent,
  hereunder  for a series of  debentures  in the  original  principal  amount of a
  minimum of $50,000 each prior to  distribution  of the Debentures to Subscribers
  pursuant  to this  Escrow  Agreement.  Completion  of such  exchange  shall not,
  however, delay distribution to Issuer of the Escrow Funds.
  
  b. Rejection of any  Subscription or termination of the Offering.  No later than
  five (5) business days after receipt by Escrow Agent of written  notice (i) from
  Issuer or Consultant that Issuer intends to reject a Subscriber's  subscription,
  or (ii) from Issuer or  Consultant  that there will be no closing of the sale of
  Debentures to Subscribers, Escrow Agent shall pay to the applicable Subscribers,
  by  certified  or bank  check and by first  class  mail,  the amount of the Cash
  Investment paid by each Subscriber, without interest or deduction.
  
  c.  Expiration  of Offering  Period.  Notwithstanding  anything to the  contrary
  contained  herein, if Escrow Agent shall not have received an Offering Notice on
  or before July 31, 1997, Escrow Agent shall, within five (5) business days after
  such date and without any further  instruction or direction  from  Consultant or
  Issuer, return to each Subscriber, by certified or bank check and by first class
  mail,  the  Cash  Investment  made  by  such  Subscriber,  without  interest  or
  deduction.
  
  5. Suspension of Performance or Disbursement  Into Court. If, at any time, there
  shall exist any dispute between Consultant, Issuer, Escrow Agent, any Subscriber
  or any other person with respect to the holding or disposition of any portion of
  the Escrow Funds or any
  
  
                                                       42
  
  <PAGE>
  
  
  
  other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
  unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
  of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
  to its obligations hereunder, or if Consultant and Issuer has not within 30 days
  of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
  7 hereof appointed a successor Escrow Agent to act hereunder,  then Escrow Agent
  may, in its sole discretion, take either or both of the following actions:
  
  a. suspend the performance of any of its obligations under this Escrow Agreement
  until such dispute or uncertainty  shall be resolved to the sole satisfaction of
  Escrow Agent or until a successor Escrow Agent shall have been appointed (as the
  case may be); and/or
  
  b. petition (by means of an interpleader action or any other appropriate method)
  any court of competent jurisdiction in New York, New York, for instructions with
  respect to such dispute or  uncertainty,  and pay into such court all funds held
  by it for holding and  disposition in accordance  with the  instructions of such
  court.
  
  Escrow Agent shall have no liability to  Consultant,  Issuer,  any Subscriber or
  any  other  person  with  respect  to any  such  suspension  of  performance  or
  disbursement  into  court,  specifically  including  any  liability  or  claimed
  liability that may arise, or be alleged to have arisen, out of or as a result of
  any delay in the  disbursement of funds held in the Escrow Funds or any delay in
  or with respect to any other action required or requested of Escrow Agent.
  
  6.  Investment  of Funds.  Escrow  Agent shall not invest or reinvest the Escrow
  Funds. The parties to this Escrow  Agreement  acknowledge that no interest shall
  accrue or be paid with respect to the Escrow Funds.
  
  7.  Resignation  and Removal of Escrow  Agent.  Escrow Agent may resign from the
  performance  of its duties  hereunder at any time by giving ten (10) days' prior
  written  notice to  Consultant  and  Issuer or may be  removed,  with or without
  cause, by Consultant and Issuer,  acting jointly in writing,  at any time by the
  giving of ten (10) days' prior written notice to Escrow Agent.  Such resignation
  or removal shall take effect upon the appointment of a successor Escrow Agent as
  provided  herein  below.  Upon  any  such  notice  of  resignation  or  removal,
  Consultant and Issuer jointly shall appoint a successor  Escrow Agent hereunder,
  which shall be a commercial bank,  trust company or other financial  institution
  with a  combined  capital  and  surplus  in  excess  of  $10,000,000.  Upon  the
  acceptance  in  writing  of any  appointment  as  Escrow  Agent  hereunder  by a
  successor Escrow Agent,  such successor Escrow Agent shall thereupon  succeed to
  and become  vested with all the  rights,  powers,  privileges  and duties of the
  retiring  Escrow Agent,  and the retiring  Escrow Agent shall be discharged from
  its  duties  and  obligations  under  this  Escrow  Agreement,  but shall not be
  discharged  from any liability for actions taken as escrow agent hereunder prior
  to such  succession.  After any retiring Escrow Agent's  resignation or removal,
  the provisions of this Escrow Agreement shall inure to its benefit as
  
  
                                                       43
  
  <PAGE>
  
  
  
  to any  actions  taken or omitted  to be taken by it while it was  Escrow  Agent
  under this Escrow Agreement.
  
  8.    Liability of Escrow Agent.
  
        a. Escrow Agent shall have no liability or obligation  with respect to the
  Escrow Funds except for Escrow Agent's willful  misconduct or gross  negligence.
  Escrow Agent's sole responsibility shall be for the safekeeping and disbursement
  of the  Escrow  Funds in  accordance  with the terms of this  Escrow  Agreement.
  Escrow  Agent  shall  have no  implied  duties or  obligations  and shall not be
  charged with knowledge or notice of any fact or  circumstance  not  specifically
  set forth herein.  Escrow Agent may rely upon any  instrument,  whether  bearing
  original,  conformed or facsimile signatures,  not only as to its due execution,
  validity  and  effectiveness,  but  also as to the  truth  and  accuracy  of any
  information  contained therein which Escrow Agent shall in good faith believe to
  be genuine, to have been signed or presented by the person or parties purporting
  to sign the same and to conform to the provisions of this Escrow  Agreement.  In
  no event  shall  Escrow  Agent be  liable  for  incidental,  indirect,  special,
  consequential or punitive  damages.  Escrow Agent shall not be obligated to take
  any legal action or commence any proceeding in connection  with the Escrow Funds
  or any account in which Escrow Funds are deposited or this Escrow Agreement,  or
  to appear in,  prosecute or defend any such legal action or proceeding.  Without
  limiting the generality of the foregoing,  Escrow Agent shall not be responsible
  for or required to enforce any of the terms or  conditions  of any  subscription
  agreement with any Subscriber or any other agreement between Issuer,  Consultant
  and/or any  Subscriber.  Escrow Agent shall not be  responsible or liable in any
  manner  for the  performance  by Issuer or any  Subscriber  of their  respective
  obligations  under  any  subscription   agreement  nor  shall  Escrow  Agent  be
  responsible or liable in any manner for the failure of Issuer, Consultant or any
  third party  (including  any  Subscriber) to honor any of the provisions of this
  Escrow  Agreement.  Escrow Agent may consult legal counsel selected by it in the
  event of any dispute or question as to the construction of any of the provisions
  hereof or of any other agreement or of its duties hereunder.  and shall incur no
  liability and shall be fully indemnified from any liability whatsoever in acting
  in accordance  with the opinion or  instruction  of such  counsel.  Issuer shall
  promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
  
        b. The Escrow Agent is authorized,  in its sole discretion, to comply with
  orders issued or process  entered by any court with respect to the Escrow Funds,
  without  determination  by the Escrow Agent of such court's  jurisdiction in the
  matter. If any portion of the Escrow Funds is at any time attached, garnished or
  levied upon under any court order, or in case the payment, assignment, transfer,
  conveyance or delivery of any such  property  shall be stayed or enjoined by any
  court order,  or in case any order,  judgment or decree shalt be made or entered
  by any court  affecting such property or any part thereof,  then and in any such
  event, the Escrow Agent is authorized,  in its sole discretion, to rely upon and
  comply with any such  order,  writ,  judgment  or decree  which it is advised by
  legal  counsel  selected by it is binding upon it without the need for appeal or
  other action; and if
  
  
                                                       44
  
  <PAGE>
  
  
  
  the Escrow Agent  complies  with any such order,  writ,  judgment or decree,  it
  shall  not be  liable to any of the  parties  hereto  or to any other  person or
  entity by reason of such  compliance even though such order,  writ,  judgment or
  decree may be subsequently reversed, modified, annulled, set aside or vacated.
  
  9. Indemnification of Escrow Agent. From and at all times after the date of this
  Escrow Agreement,  Issuer and each Subscriber (the "Indemnifying  Party") shall,
  severally and not jointly to the fullest extent permitted by law,  indemnify and
  hold harmless the Escrow Agent and each director,  officer, employee,  attorney,
  agent and affiliate of Escrow Agent  (collectively,  the "Indemnified  Parties")
  against any and all actions,  claims  (whether or not valid),  losses,  damages,
  liabilities,  costs and  expenses  of any kind or nature  whatsoever  (including
  without limitation  reasonable  attorneys' fees, costs and expenses) incurred by
  or  asserted  against  any of the  Indemnified  Parties  from and after the date
  hereof,  whether direct,  indirect or  consequential,  as a result of or arising
  from or in any way relating to any claim,  demand,  suit,  action or  proceeding
  (including  any  inquiry or  investigation)  by any  person,  including  without
  limitation Issuer or Consultant,  whether  threatened or initiated,  asserting a
  claim for any legal or equitable  remedy against any person under any statute or
  regulation, including, but not limited to, any federal or state securities laws,
  or under any common law or  equitable  cause or  otherwise,  arising  from or in
  connection with the negotiation,  preparation, execution, performance or failure
  of performance of this Escrow Agreement or any transactions contemplated herein,
  whether  or not any  such  Indemnified  Party  is a party  to any  such  action,
  proceeding, suit or the target of any such inquiry or investigation-,  provided,
  however,  that no  Indemnified  Party  shall  have the  right to be  indemnified
  hereunder  for  any  liability  finally  determined  by  a  court  of  competent
  jurisdiction,  subject to no further  appeal,  to have resulted  solely from the
  gross negligence or willful  misconduct of such  Indemnified  Party. If any such
  action or claim shall be brought or asserted against any Indemnified Party, such
  Indemnified Party shall promptly notify the Indemnifying  Party in writing,  and
  the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
  employment of counsel and the payment of all expenses.  Such  Indemnified  Party
  shall, in its sole  discretion,  have the right to employ separate  counsel (who
  may be selected by such  Indemnified  Party in its sole  discretion) in any such
  action and to participate in the defense  thereof,  and the fees and expenses of
  such  counsel  shall  be  paid  by  such  Indemnified  Party,  except  that  the
  Indemnifying  Party shall be  required to pay such fees and  expenses if (a) the
  Indemnifying  Party agrees to pay such fees and expenses,  (b) the  Indemnifying
  Party  shall fail to assume the defense of such  action or  proceeding  or shall
  fail, in the reasonable  discretion of such Indemnified Party, to employ counsel
  satisfactory to the Indemnified Party in any such action or proceeding,  (c) the
  Indemnifying Party is the plaintiff in any such action or proceeding, or (d) the
  named parties to any such action or proceeding (including any impleaded parties)
  include both Indemnified Party and the Indemnifying Party, and Indemnified Party
  shall have been advised by counsel that there may be one or more legal  defenses
  available to it which are different  from or  additional  to those  available to
  Issuer.  Issuer shall be liable to Pay fees and expenses of counsel  pursuant to
  the preceding  sentence.  All such fees and expenses payable by the Indemnifying
  Party pursuant to the foregoing sentence shall be paid from time to time as
  
  
                                                       45
  
  <PAGE>
  
  
  
  incurred,  both in advance of and after the final  disposition of such action or
  claim.  The  obligations of each  Indemnifying  Party under this Section 9 shall
  survive any termination of this Escrow  Agreement and the resignation or removal
  of Escrow Agent.
  
  
  10.   Compensation to Escrow Agent.
  
        a.  Fees and  Expenses.  Issuer  shall  compensate  Escrow  Agent  for its
  services hereunder by making payment of the sum of $3,500, which will be payable
  upon closing.  The obligations of Issuer under this Section 10 shall survive any
  termination  of this Escrow  Agreement and the  resignation or removal of Escrow
  Agent.
  
        b.  Disbursements  from Escrow Funds to Pay Escrow Agent. The Escrow Agent
  is  authorized  to and may  disburse  from  time to time,  to  itself  or to any
  Indemnified  Party  from the  Escrow  Funds (to the  extent of  Issuer's  rights
  thereto),  the amount of any  compensation and  (reimbursement  of out-of-pocket
  expenses  due and payable  hereunder)  and any amount to which  Escrow  Agent is
  entitled to seek  indemnification  pursuant to Section 9 hereof).  Escrow  Agent
  shall notify  Issuer of any  disbursement  from the Escrow Funds to itself or to
  any Indemnified Party in respect of any compensation or reimbursement  hereunder
  and shall furnish to Issuer copies of all related invoices and other statements.
  
        c.  Security  and Offset.  Issuer  hereby  grants to Escrow  Agent and the
  Indemnified  Parties a security  interest in and lien upon the Escrow  Funds (to
  the extent of Issuer's rights thereto) to secure all obligations hereunder,  and
  Escrow  Agent and the  Indemnified  Parties  shall  have the right to offset the
  amount of any compensation or reimbursement due any of them hereunder (including
  any claim for  indemnification  pursuant to Section 9 hereof) against the Escrow
  Funds (to the extent of Issuer's rights  thereto).  If for any reason the Escrow
  Funds  available to Escrow Agent and the  Indemnified  Parties  pursuant to such
  security interest or right of offset are insufficient to cover such compensation
  and  reimbursement,  Issuer shall  promptly pay such amounts to Escrow Agent and
  the Indemnified Parties upon receipt of an itemized invoice.
  
        d. Payment of Monies.  It is understood  that  Consultant is due a fee, of
  10% calculated as a percentage of the Cash Investment  (the "Fee").  The parties
  hereto agree that, upon completion of the Offering, Escrow Agent shall remit via
  wire transfer to the parties  designated by Consultant the sums so designated by
  Consultant after first retaining and disbursing to itself from the Fee.
  
  
  11.   Representations and Warranties: Legal Opinions.
  
        a. Issuer makes the  following  representations  and  warranties to Escrow
  Agent:
  
       (1) Issuer is a corporation  duly existing,  and in good standing under the
  laws
  
                                                       46
  
  <PAGE>
  
  
  
  of the State of Delaware and has full power and authority to execute and deliver
  this Escrow Agreement and to perform its obligations hereunder.
  
                 (2) This Escrow Agreement has been duly approved by all necessary
  corporate action of Issuer,  including any necessary shareholder  approval,  has
  been executed by duly authorized officers of Issuer, and constitutes a valid and
  binding agreement of Issuer, enforceable in accordance with its terms.
  
                 (3) The execution,  delivery,  and  performance by Issuer of this
  Escrow  Agreement will not violate,  conflict with, or cause a default under the
  certificate  of  incorporation  or  bylaws  of  Issuer,  any  applicable  law or
  regulation,  any court order or administrative  ruling or decree to which Issuer
  is a party  or any of its  property  is  subject,  or any  agreement,  contract,
  indenture, or other binding arrangement to which Issuer is a party or any of its
  property is subject.
  
                 (4) No party  other than the parties  hereto and the  prospective
  Subscribers  have, or shall have,  any lien,  claim or security  interest in the
  Escrow  Funds or any part  thereof.  No  financing  statement  under the Uniform
  Commercial Code is on file in any jurisdiction  claiming a security  interest in
  or describing  (whether  specifically or generally) the Escrow Funds or any part
  thereof.
  
                 (5) Issuer hereby acknowledges that the status of Escrow Agent is
  that of agent  only for the  limited  purposes  set  forth  herein,  and  hereby
  represents and covenants  that no  representation  or implication  shall be made
  that the Escrow Agent has  investigated  the  desirability  or  advisability  of
  investment in the Debentures or has approved, endorsed or passed upon the merits
  of the  investment  therein  and that the name of the  Escrow  Agent has not and
  shall  not be used in any  manner  in  connection  with the offer or sale of the
  Debentures  other  than to state  that the  Escrow  Agent has agreed to serve as
  escrow agent for the limited purposes set forth herein.
  
                 (6) All of the representations and Warranties of Issuer contained
  herein are true and complete as of the date hereof and will be true and complete
  at the time of any deposit to or disbursement from the Escrow Funds.
  
  b. Each Subscriber makes the following  representations and warranties to Escrow
  Agent:
  
                 (1)  Subscriber  has full  power and  authority  to  execute  and
  deliver this Escrow Agreement and to perform its obligations hereunder.
  
                 (2) This Escrow Agreement has been duly approved by all necessary
  action of Subscriber,  including any necessary  shareholder  approval,  has been
  executed by persons duly  authorized by Subscriber,  and constitutes a valid and
  binding agreement of Subscriber, enforceable in accordance with its terms.
  
  
  
                                                       47
  
  <PAGE>
  
  
  
                 (3) The  execution,  delivery,  and  performance by Subscriber of
  this Escrow Agreement will not violate,  conflict with, or cause a default under
  the  organizational  or governing  documents of Subscriber to each  Subscriber's
  knowledge any applicable law or  regulation,  any court order or  administrative
  ruling  or  decree  to which  Subscriber  is a party or any of its  property  is
  subject,  or any  material  agreement,  contract,  indenture,  or other  binding
  arrangement to which Subscriber is a party or any of its property is subject.
  
                 (4)  Subscriber  hereby  acknowledges  that the  status of Escrow
  Agent is that of agent  only for the  limited  purposes  set forth  herein,  and
  hereby  represents and covenants that no  representation or implication shall be
  made that the Escrow Agent has  investigated the desirability or advisability of
  investment in the Debentures or has approved, endorsed or passed upon the merits
  of the  investment  therein  and that the name of the  Escrow  Agent has not and
  shall  not be used in any  manner  in  connection  with the offer or sale of the
  Debentures  other  than to state  that the  Escrow  Agent has agreed to serve as
  escrow agent for the limited purposes set forth herein.
  
                 (5)  All of the  representations  and  warranties  of  Subscriber
  contained  herein are true and  complete  as of the date hereof and will be true
  and  complete  at the time of any  deposit  to or  disbursement  from the Escrow
  Funds.
  
  c.  Consultant  makes the  following  representations  and  warranties to Escrow
  Agent:
  
                 (1)  Consultant  has full  power and  authority  to  execute  and
  deliver this Escrow Agreement and to perform its obligations hereunder;
  
                 (2) This Escrow Agreement has been duly approved by all necessary
  action of Consultant,  has been executed by Consultant,  and constitutes a valid
  and binding agreement of Consultant, enforceable in accordance with its terms.
  
                 (3) The  execution,  delivery,  and  performance by Consultant of
  this Escrow  Agreement  will not violate,  conflict with, or cause default under
  the articles of  incorporation  or bylaws of  Consultant,  any  applicable  law,
  regulation  or license,  any court order or  administrative  ruling or decree to
  which Consultant is a party or any of its property, is subject,  party or any of
  its property is subject.
  
                 (4)  The  deposit  with  Escrow  Agent  by   Consultant  of  Cash
  Investment   Instruments  pursuant  to  Section  3  hereof  shall  be  deemed  a
  representation  and warranty by Consultant that such Cash Investment  Instrument
  represents a bona fide sale to the Subscriber described therein of the amount of
  Debentures set forth therein, subject to and in accordance with the terms of the
  Offering Document.
  
                 (5)  Consultant  hereby  acknowledges  that the  status of Escrow
  Agent hereunder is that of agent only for the limited purposes set forth herein,
  and hereby  represents and covenants that no representation or implication shall
  be made that the
  
  
                                                       48
  
  <PAGE>
  
  
  
  Escrow Agent has  investigated the desirability or advisability of investment in
  the  Debentures  or has  approved,  endorsed  or passed  upon the  merits of the
  investment  therein and that the name of the Escrow  Agent has not and shall not
  be used in any  manner in  connection  with the offer or sale of the  Debentures
  other than to state that the  Escrow  Agent has agreed to serve as escrow  agent
  for the limited purposes set forth herein. Additionally,  the Escrow Agents have
  acted as counsel to Subscriber and that in the event of any dispute with respect
  to the Escrow  Fund,  the  Escrow  Agent will not be  precluded  from  acting as
  counsel to Subscriber.
  
                 (6)  All of the  representations  and  warranties  of  Consultant
  contained  herein are true and  complete  as of the date hereof and will be true
  and  complete  at the time of any  deposit  to or  disbursement  from the Escrow
  Funds.
  
  12. Consent to Jurisdiction and Venue. In the event any party hereto commences ,
  a lawsuit or other  proceeding  relating to or arising from this Agreement,  the
  parties  hereto  agree that the United  States  District  Court for the Southern
  District  of New York shall have the sole and  exclusive  jurisdiction  over any
  such  proceeding.  If all such courts lack federal subject matter  jurisdiction,
  the parties  agree that the Supreme Court in the State of New York County of New
  York shall have sole and  exclusive  jurisdiction.  Any of these courts shall be
  proper venue for any such lawsuit or judicial  proceeding and the parties hereto
  waive any objection to such venue.  The parties  hereto  consent to and agree to
  submit to the  jurisdiction of any of the courts  specified  herein and agree to
  accept  service  or process to vest  personal  jurisdiction  over them in any of
  these courts.
  
  13. All notices and other communications hereunder shall be in writing and shall
  be deemed to have been validly  served,  given or delivered  five (5) days after
  deposit in the United  States  mails,  by  certified  mail with  return  receipt
  requested and postage  prepaid,  when  delivered  personally,  one (1) day after
  delivery to any overnight courier, or when transmitted by facsimile transmission
  facilities, and addressed to the party to be notified as follows:
  
        If to Issuer at:          Thermo-Mizer Environmental, Corp.
                                  528 Oritan Avenue
                                  Ridgefield, NJ 07657
  
        CC:                       McLaughlin & Stern, LLP
                                  260 Madison Avenue
                                  New York, NY 10016
                                  Attn:    Steven Schuster, Esq.
  
        If to Consultant at:
  
  
  
  
                                                       49
  
  <PAGE>
  
  
  
        If to the Escrow
        Agent at:
  
  or to such other address as each party may designate for itself by like notice.
  
  14 Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged
  or terminated  only by a writing signed by Consultant,  Issuer,  Subscribers and
  Escrow  Agent.  No delay or omission by any party in  exercising  any right with
  respect hereto shall operate as a waiver. A waiver on any one occasion shall not
  be  construed  as a bar to, or  waiver  of,  any  right or remedy on any  future
  occasion.
  
  15.  Severability.  To the extent any  provision  of this  Escrow  Agreement  is
  prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
  ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
  invalidating the remainder of such provision or the remaining provisions of this
  Escrow Agreement.
  
  16.  Governing Law. This Escrow  Agreement shall be construed and interpreted in
  accordance with the internal laws of the State of New York without giving effect
  to the principles or rules governing conflict of laws.
  
  17 Entire  Agreement.  This Escrow  Agreement  constitutes the entire  agreement
  among the parties relating to the acceptance,  collection,  holding,  investment
  and  disbursement  of the  Escrow  Funds and sets  forth in their  entirety  the
  obligations and duties of the Escrow Agent with respect to the Escrow Funds.
  
  18. Binding Effect.  All of the terms of this Escrow Agreement,  as amended from
  time to time,  shall be binding upon, inure to the benefit of and be enforceable
  by the respective successors and assigns of Consultant,  Issuer, Subscribers and
  Escrow Agent.
  
  19. Execution in  Counterparts.  This Escrow Agreement may be executed in two or
  more  counterparts,  which when so executed  shall  constitute  one and the same
  agreement.
  
  20.  Termination.  Upon the first to occur of the disbursement of all amounts in
  the  Escrow  funds or deposit  of all  amounts  in the  Escrow  Funds into court
  pursuant to Section 5 hereof,  this Escrow  Agreement shall terminate and Escrow
  Agent shall have no further  obligation or liability  whatsoever with respect to
  this Escrow Agreement or the Escrow Funds.
  
  21.  Dealings.  The  Escrow  Agent and any  stockholder,  director,  officer  or
  employee of the Escrow Agent may buy, sell, and deal in any of the securities of
  the Issuer and become  pecuniarily  interested in any  transaction  in which the
  Issuer  may be  interested,  and  contract  and  lend  money to the  Issuer  and
  otherwise  act as fully and freely as though it were not Escrow Agent under this
  Agreement.  Nothing  herein  shall  preclude the Escrow Agent from acting in any
  other capacity for the Consultant or any other person or entity.
  
  
                                                       50
  
  <PAGE>
  
  
  
  22.  The  parties  understand  that the firm of B & G has  acted as  counsel  to
  Subscriber,  and in the event of any dispute  with  respect to the  Subscription
  Agreement  will not be  prevented  from  acting as  counsel  for the  Subscriber
  herein.
  
  
  
                                                       51
  
  <PAGE>
  
  
  
        IN WITNESS  WHEREOF,  the parties hereto have caused this Escrow Agreement
  to be executed under seal as of the date first above written.
  
  ISSUER:                                  THERMO-MIZER ENVIRONMENTAL, CORP.
  
                                           By:
  
                                           Title:
  
  CONSULTANT:
  
  
                                           By:
  
                                           Title:
  
  
  
  ESCROW AGENT:
                                           as Escrow Agent
  
                                           By:
  
                                           Title:
  
  
                                           as Subscriber
  
                                           By:
  
                                           Title:
  
  
  
  
  
                                                       52
  
  <PAGE>
  
  
  
  EXHIBIT 10.4           Form of Registration Rights Agreement
  
  
                                                       53
  
  <PAGE>
  
  
  
  EXHIBIT 10.4
                                            REGISTRATION RIGHTS AGREEMENT
  
          THIS REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is entered into as
    of __________________, 1997, by and among Thermo-Mizer Environmental, Corp., a
    Delaware corporation (the "Company"), and the investors set forth in Exhibit A
    (the "Investors").
  
                                                        RECITALS:
  
            WHEREAS, pursuant to Subscription Agreements (the "Agreement"), by and
      among the Company and the Investors,  the Company has agreed to sell and the
      Investors have agreed to purchase an aggregate of up to a maximum  aggregate
      of $500,000 of  Convertible  Debentures  of the  Company  (the  "Convertible
      Debentures" or the "Shares") convertible into shares of the Company's Common
      Stock; and
  
          WHEREAS, pursuant to the terms of, and in partial consideration for, the
    Investors'  agreement to enter into the Agreements,  the Company has agreed to
    provide the  Investors  with certain  registration  rights with respect to the
    shares of Common Stock issuable upon conversion of the Convertible Debentures:
  
          NOW THEREFORE, in consideration of the mutual promises, representations,
    warranties,  covenants and  conditions  set forth in the  Agreements  and this
    Registration Rights Agreement, the Company and the Investors agree as follows:
  
                                                       AGREEMENT:
  
       I. Certain  Definitions.  As used in this  Agreement,  the following  terms
  shall have the following respective meanings:
  
          "Commission"  shall mean the Securities  and Exchange  Commission or any
    other Federal agency at the time administering the Securities Act.
  
          "Common Stock" shall mean the Company's Common Stock, par value $.01 per
  share.
  
          "Initiating  Holders"  shall mean holders of the  Company's  Convertible
    Debentures  having an  aggregate  initial  purchase  price from the Company of
    $50,000 or more.
  
          "Other  Registrable  Securities" shall mean those shares of Common Stock
    heretofore or hereafter issued pursuant to one or more agreements granting the
    purchasers  of such  securities  the right to have the Company  register  such
    securities or include such securities in
  
  
                                                           54
  
  <PAGE>
  
  
  
    any other registration of the Company's equity securities.
  
          "Registrable  Shares" shall mean the Common Stock of the Company  issued
    or issuable in respect of the Shares or upon any stock split,  stock dividend,
    recapitalization or similar event provided,  however,  that Registrable Shares
    or other securities shall no longer be treated
  
    as Registrable Shares if (A) they have been sold or through a broker or dealer
    or underwriter in a public  distribution or a public  securities  transaction,
    (B) they have been sold in a  transaction  exempt  from the  registration  and
    prospectus  delivery  requirements  of the Securities Act so that all transfer
    restrictions  and  restrictive  legends with respect  thereto are removed upon
    consummation  of such sale or (c) the Shares are  available for sale under the
    Securities Act (including Rule 144), in the opinion of counsel to the Company,
    without compliance with the registration and prospectus delivery  requirements
    of the  Securities  Act so that  all  transfer  restrictions  and  restrictive
    legends with  respect  thereto may be removed  upon the  consummation  of such
    sale.
  
          The terms "register",  "registered" and "registration"  shall refer to a
    registration  effected by  preparing  and filing a  registration  statement in
    compliance  with the  Securities  Act and  applicable  rules  and  regulations
    thereunder,  and the  declaration  or  ordering of the  effectiveness  of such
    registration statement.
  
          "Registration  Expenses" shall mean all expenses incurred by the Company
    in  compliance  with  Section 2 hereof,  including,  without  limitation,  all
    registration and filing fees,  printing  expenses,  fees and  disbursements of
    counsel  of the  Company,  blue  sky fees and  expenses,  reasonable  fees and
    disbursements  (not to exceed  $15,000)  of one  counsel  for all the  selling
    holders of Registrable Shares for a limited "due diligence" examination of the
    Company (in the event the holders of the Registrable Shares would be deemed to
    be  underwriters  with  respect  to such  registration),  and  the  reasonable
    expenses  of  any  special  audits   incident  to  or  required  by  any  such
    registration  (but  excluding  the  compensation  of regular  employees of the
    Company,  which shall be paid in any event by the Company,  and  excluding all
    underwriting  discounts and selling commissions  applicable to the sale of the
    Registrable Shares).
  
          "Securities  Act" shall mean the Securities Act of 1933, as amended,  or
    any similar federal  statute,  and the rules and regulations of the Commission
    thereunder, all as the same shall be in effect at the time.
  
          "Selling  Expenses"  shall mean all  underwriting  discounts and selling
    commissions  applicable  to the sale of  Registrable  Shares  and all fees and
    disbursements  of one counsel for the selling  holders of  Registrable  Shares
    (other than the fees  disbursements  of such counsel  included in Registration
    Expenses).
  
  
                                                           55
  
  <PAGE>
  
  
  
          "Shares" shall mean shares of Common Stock issued upon the conversion of
    the Convertible  Debentures,  and share of Common Stock issuable in respect of
    interest on the Convertible Debentures".
  
        II.     Requested Registration.
  
  The following  registration rights will apply if, and only if, at any time prior
  to the  termination  of this  Agreement,  Regulation  S  promulgated  under  the
  Securities  Act is  rescinded or modified so as to preclude  Initiating  Holders
  from reselling in United States public  securities  markets Shares received from
  the Company  pursuant to the Agreements  following  expiration of the Restricted
  Period (as defined in the Agreements),  or if, for any other reason, the Company
  refuses  to issue  Shares at the times  required  by the  Agreements  bearing no
  restrictive  legend to  Initiating  Holders after  expiration of the  Restricted
  Period;  provided,  however,  that no  Investor  shall be  entitled  to  request
  registration  pursuant  to this  Agreement  ( and  such  Investor  shall  not be
  considered an Initiating  Holder pursuant to this Agreement,  and the securities
  hold by such investor  shall not be considered  Registrable  Shares  pursuant to
  this  Agreement)  if a  representation  or  warranty  of  such  Investor  in the
  Agreements  between the Investor and the Company is inaccurate or was inaccurate
  when  made,  or the  Investor  has  failed  to  comply  with the  covenants  and
  agreements of the Investor set forth in the Agreements  between the Investor and
  the Company:
  
  
        (a) Request for Registration. If the Company shall receive from Initiating
  Holders,  at any  time  after  two (2) and  prior  to  twenty-four  (24)  months
  following the final  closing of notice  demanding  registration  with respect to
  all, but not less than all, of the  Registrable  Shares held by such  Initiating
  Holders (which notice shall specify the intended method of  disposition;  notice
  shall  be  written  to  the  Company  of the  request  for  registration  of the
  Registrable Shares refer to the Subscription Agreement), the Company shall:
  
       i) promptly give written notice of the proposed  registration  to all other
  holders of Registrable Shares; and
  
           ii) as  soon as  practicable  use  its  best  efforts  to  effect  such
  registration (including,  without limitation, the execution of an undertaking to
  file post-effective amendments,  appropriate qualification under applicable blue
  sky or other state  securities laws and  appropriate  compliance with applicable
  regulations issued under the Securities Act) as may be so requested and as would
  permit or facilitate  the sale and  distribution  of all or such portion of such
  Registrable  Shares as are specified in such request,  together with all or such
  portion of the Registrable  Shares of any holders of Registrable  Shares joining
  in such request as are specified in a written  request given within fifteen (15)
  days after  receipt of such written  notice from the Company;  provided that the
  Company shall not be obligated
  
  
                                                           56
  
  <PAGE>
  
  
  
  to effect, or to take any action to effect,  any such  registration  pursuant to
  this Section II:
  
       a) after the Company has  effected one such  registration  pursuant to this
  Section 2(a) and such registration has been declared or ordered effective by the
  Commission; or
  
                  b) within the period  starting  with the date  thirty  (30) days
  prior to the Company's good faith estimated date of filing of, and ending ninety
  (90) days  following  the  effective  date of, any  registered  offering  of the
  Company's securities to the general public.
  
       c)  or  similar  notice  provided  under  any  other  Registration   Rights
  Agreement.
  
  
        Subject to the  foregoing  limitations  in clauses II (a) (ii) (a) and (b)
  above, the Company shall file a registration  statement covering the Registrable
  Shares so requested to be registered as soon as practicable after receipt of the
  request or requests of the Initiating Holders, but no later than forty-five (45)
  days following receipt of such request or requests,  except in the event audited
  financial  statements not previously  prepared are required to be prepared prior
  to the filing of such  registration  statement,  in which case such registration
  statement must be filed as soon as  practicable,  but in any event within ninety
  (90) days following receipt of such request or requests.
        The registration statement filed pursuant to the request of the initiating
  holders  may,  subject to the  provision of Section  2(b) below,  include  other
  Registrable  Securities,  other  securities  of the  Company  which  are held by
  officers  or  directors  of the  Company  or which are held by other  holders of
  registration  rights,  and may include  securities of the Company being sold for
  the account of the Company.  The Initiating Holders shall have the right to make
  one request for registration under this Section 2(a).
  
  
             (b) Underwriting.  If the Initiating Holders intend to distribute the
  Registrable  Shares covered by their request by means of an  underwriting,  they
  shall so advise the Company as a part of their  request made pursuant to Section
  2 and the Company shall include such of  Registrable  Shares in to  registration
  pursuant to Section 2, and said  Registrable  Shares to be  registered  shall be
  conditioned  upon  such  holder's  participation  in such  underwriting  and the
  inclusion  of such  holder's  Registrable  Shares in such  underwriting  (unless
  otherwise  mutually  agreed by a majority in interest of the Initiating  Holders
  and such holder with respect to such  participation and inclusion) to the extent
  provided  herein.  A holder of Registration  Shares may elect to include in such
  underwriting all or a part of the Registrable Shares it holds.
  
                  I) If the Company  shall request  inclusion in any  registration
  pursuant  to  Section 2 of  securities  being  sold for its own  account,  or if
  officers or directors of the Company holding other  securities of the Company or
  other holders of registration rights, shall request inclusion in any
  
  
                                                           57
  
  <PAGE>
  
  
  
  registration  pursuant to Section 2, the Initiating  Holders shall, on behalf of
  all holders of Registrable Shares, offer to include Other Registrable Securities
  and the  securities  of the Company,  such officers and directors and such other
  holders of registration  rights in the underwriting and may condition such offer
  on their acceptance of the further applicable provisions of this Agreement.  The
  Company shall  (together  with all holders of Registrable  Shares,  officers and
  directors, other holders of registration rights and holders of Other Registrable
  Securities  proposing to distribute their securities  through such underwriting)
  enter into an  underwriting  agreement in customary form with the underwriter or
  representative  of  the  underwriters  selected  for  such  underwriting  by the
  Company,  which underwriter(s)  shall be reasonably  acceptable to a majority in
  interest of the Initiating Holders.
  
                  ii)  Notwithstanding  any other  provision of this Section 2, if
  the  representative  of the  underwriters  advises the  Company in writing  that
  marketing  factors  requires  a  limitation  on  the  number  of  shares  to  be
  underwritten,  the Company shall so advise all holders of Registrable Shares and
  other  shareholders  whose securities  would otherwise be underwritten  pursuant
  hereto,  and the number of Registrable  Shares and other  securities that may be
  included  in  the  registration  and  underwriting  shall  be  allocated  in the
  following  manner:  the securities of the Company held by officers and directors
  of the  Company  (other than  Registrable  Shares)  shall be excluded  from such
  registration and underwriting to the extent required by such limitation, and, if
  a I imitation on the number of shares is still required,  the Other  Registrable
  Securities  shall be excluded pro rata with Registrable  Shares,  unless another
  method of determining  such  exclusion is specified in the agreements  governing
  the Other  Registrable  Securities,  according to the  relative  number of Other
  Registrable  Securities  requested  to be  included  in  such  registration  and
  underwriting,  from such registration and underwriting to the extent required by
  such limitation, and, if a limitation on the number of shares is still required,
  the number of Registration  Shares that may be included in the  registration and
  underwriting  shall be  allocated  among all  holders  of  Registrable  Shares n
  proportion,  as nearly as practicable,  to the respective amounts of Registrable
  Shares which they had requested to be included in such  registration at the time
  of  filing  the  registration  statement.  No  Registrable  Shares  or any other
  securities  excluded  from  the  underwriting  by  reason  of the  underwriter's
  marketing limitation shall also be included in such registration.
  
  
             iii) If the Company or any officer, director or holder of Registrable
  Shares  or  Other  Registrable  Shares  who  has  requested  inclusion  in  such
  registration and underwriting as provided above  disapproves of the terms of the
  underwriting,  such person may elect to withdraw  therefrom by written notice to
  the Company,  the  underwriter  and the  Initiating  Holders.  The securities so
  withdrawn shall also be withdrawn from registration.
  
        III. Expenses of Registration.  If the Company shall bear all Registration
  Expenses  incurred  in  connection  with  any  registration,   qualification  or
  compliance of the Registrable  Shares  pursuant to this  Agreement.  All Selling
  Expenses  shall be bome by the holders of the  securities so registered pro rata
  on the basis of the number of their share so registered.
  
        IV. Registration Procedures.  Pursuant to this agreement, the Company will
  keep each holder of  Registrable  Shares advised in writing as to the initiation
  of a registration  under this Agreement and as to the completion  thereof at its
  expense, the Company will:
  
  
                                                           58
  
  <PAGE>
  
  
  
  
  
             (a) Use reasonable efforts to keep such registration  effective for a
  period of one  hundred  eighty  (180)  days or until the  holder or  holders  of
  Registrable Shares have completed the distribution described in the registration
  statement  relating  thereto  or until  the  securities  registered  cease to be
  Registrable Shares, whichever first occurs;
  
  
             (b)  Prepare  and  file  with  the  Commission  such  amendments  and
  supplements to such registration statement and the prospectus used in connection
  with  such  registration  statement  as may be  necessary  to  comply  with  the
  provisions of the Securities Act with respect tot the  disposition of securities
  covered by such registration statement; and
  
             (c)  Furnish  such  number  of   prospectuses   and  other  documents
  incidental thereto,  including any amendment of or supplement to the prospectus,
  as a holder of Registrable Shares from time to time may reasonably request.
  
  
             V.     Indemnification.
  
             (a) The Company will  indemnify  each holder of  Registrable  Shares,
  each of its officers,  directors, and partners, and each person controlling such
  holder of  Registrable  Shares,  with  respect  to which  registration  has been
  effected  pursuant  to this  Agreement,  and each  underwriter,  if any and each
  person who controls any underwriter,  and their  respective  counsel against all
  claims, losses, damages and liabilities (or actions,  proceedings or settlements
  in respect  thereof)  arising  out of or any untrue  statement  (alleged  untrue
  statement) of a material fact  contained in any  prospectus,  or other  document
  incident  to any  such  registration,  or  based  on any  omission  (or  alleged
  omission)  to state  therein a material  fact  required  to be stated  herein or
  necessary to make the statements therein not misleading, or any violation by the
  Company of the Securities Act or any rule or regulation thereunder applicable to
  the Company n connection with any such registration and will reimburse each such
  holder of Registrable Shares, each of its officers,  directors and partners, and
  each  person  controlling  such  holders  of  Registrable   Shares,   each  such
  underwriter and each person who controls any such underwriter, for any legal and
  any  other  expenses  as  they  ear  reasonably   incurred  in  connection  with
  investigating and defending any such claim, loss,  damage,  liability or action,
  provided,  however,  that the indemnity contained in this Section 5(a) shall not
  apply to amounts paid in settlement of any such claim, loss,  damage,  liability
  or action if such Settlement is effected without the consent of the Company; and
  provided  further  that the Company  shall not be liable in any such case to the
  extent that any such claim, loss, damage,  liability or expense arises out of or
  is based on any untrue  statement  or omission  based upon  written  information
  furnished to the Company by such holder of Registrable Shares or underwriter and
  stated to be specifically for use therein.  The foregoing indemnity agreement is
  further  subject  to the  condition  that  insofar  as it  relates to any untrue
  statement,  alleged  untrue  statement,  omission or alleged  omission made in a
  preliminary  prospectus,  such indemnity parties if copies of a final prospectus
  correcting  the  misstatement,  or  alleged  misstatement,  omission  or alleged
  omission  upon which such  loss,  liability,  claim or damage is based is timely
  delivered to such indemnified party and a copy thereof
  
  
                                                           59
  
  <PAGE>
  
  
  
  was not furnished to the person asserting the loss, liability, claim or damage.
  
             (b) Each holder if  Registrable  Shares will, if  Registrable  Shares
  held by it are included in the securities as to which such registration is being
  effected,  indemnify  the Company,  each of its  directors and officers and each
  underwriter,  if any, of the Company's securities covered by such a registration
  statement,  each person who controls the Company or such underwriter  within the
  meaning of the Securities  Act and the rules and  regulations  thereunder,  each
  other such holder of Registrable Shares and each of its officers,  directors and
  partners,  and each person  controlling such holder of Registrable  Shares,  and
  their respective counsel (collectively, the "Company, Underwriters and Counsel")
  against all claims, losses, damages and liabilities (or actions,  proceedings or
  settlements in respect  thereof) arising out of or based on any untrue statement
  (or alleged  omission) to state  therein a material  fact  required to be stated
  therein  relating to such holder or  necessary  to make the  statements  therein
  relating to such holder not  misleading  or any  violation by such holder of any
  rule or  regulation  promulgated  under the  Securities  Act  applicable to such
  holder and relating to action or inaction  required of such holder in connection
  with any such  registration;  and will  reimburse  the Company,  such holders of
  Registrable  Shares,  directors,  officers,  partners,  persons,  underwriter or
  control  persons  for any  legal or any other  expense  reasonably  incurred  in
  connection  with  investigating  or  defending  any such  claim,  loss,  damage,
  liability or action,  in each case to the extent,  but only to the extent,  that
  such untrue  statement  (or alleged  untrue  statement) or omission ( or alleged
  omission)  relating  to such  holder  is made  in such  registration  statement,
  prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
  conformity with written  information  furnished to the Company by such holder of
  Registrable  Shares and stated to be  specifically  for use  therein;  provided,
  however,  that such  indemnification  obligations shall not apply if the Company
  modifies or changes to a material extent written  information  furnished by such
  Holder. Each holder of Registrable Shares will, if Registrable Shares held by it
  are included in the securities as to which such  registration is being effected,
  indemnify  the Company,  Underwriters  and Counsel  against all claims,  losses,
  damages and  liabilities  (or actions,  proceedings  or  settlements  in respect
  thereof,  arising out of or based on any sale of Registrable Shares made by such
  holder  following  receipt by such holder of written  notice  from the  Company,
  Underwriters  or Counsel that the  registration  statement filed with respect to
  such  Registrable  Shares contains an untrue statement of material fact or omits
  to state a material fact necessary in order to make the statements made therein,
  in light of the circumstances under which they were made, not misleading.
  
  
             (c) Each party entitled to indemnification  under this Section 5 (the
  "Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
  indemnification  (the "Indemnifying Pray") promptly after such Indemnified Party
  has actual knowledge of any claim as to which indemnify may be sought, and shall
  permit the  Indemnifying  Party to assume  the  defense of any such claim or any
  litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
  Party,  who shall conduct the defense of such claim or any litigation  resulting
  therefrom,  shall be approved by the Indemnified Party (whose approval shall not
  unreasonably be withheld or delayed),  and the Indemnified Party may participate
  in such defense at such Indemnified  Party's expense.  No Indemnifying Party, in
  the defense of any such claim or  litigation,  shall  except with the consent of
  each  Indemnified  Party,  consent  to entry of any  judgment  or enter into any
  settlement which does not include as an unconditional term thereof the giving by
  the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
  liability in respect to
  
  
                                                           60
  
  <PAGE>
  
  
  
  such claim or litigation.  Each Indemnified Party shall furnish such information
  regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
  reasonably request in writing and as shall be reasonably  required in connection
  with defense of such claim and litigation resulting therefrom.
  
  
           VI.  Information  by  Holder  of  Registrable  Shares.  Each  holder of
  Registrable Shares shall furnish to the Company such information  regarding such
  holder of  Registrable  Shares and the  distribution  proposed by such holder of
  Registrable Shares as the Company may reasonably request in writing and as shall
  be reasonably  required in connection with any registration  referred to in this
  Agreement.
  
           VII.     Miscellaneous.
  
       A.  Governing  Law.  This  agreement  shall be govemed by and  construed in
  accordance  with the laws of the  State of New York  without  giving  effect  to
  conflict of laws.
  
                    B.  Successors  and  Assigns.  Except  as  otherwise  provided
  herein, the provision hereof shall inure to the benefit of, and be binding upon,
  the successors,  assigns,  heirs,  executors and  administrators  of the parties
  hereto.
  
       C.  Entire  Agreement.  This  Agreement  constitutes  the full  and  entire
  understanding  and  agreement  between  the  parties  with regard to the subject
  matter hereof.
  
                    D. Notices etc, All notices and other communications  required
  or permitted  hereunder  shall be in writing and shall be mailed by  first-class
  mail, postage prepaid,  or delivered by hand or by messenger or courier delivery
  service,  addressed (a) if to an Investor,  at such Investor's address set forth
  on  exhibit A hereof,  or at such  other  address  as such  Investor  shall have
  furnished  to the  Company in  writing,  or (b) if to the  Company at or at such
  other address as the Company shall have furnished to each Investor and each such
  other holder in writing.
  
                    E. Delays or  Omissions.  No delay or omission to exercise any
  right,  power or remedy accruing to any holder or any Registrable  Shares,  upon
  any breach or default of the Company under this Agreement, shall impair any such
  right,  power or remedy of such holder nor shall it be  construed to be a waiver
  of any such breach or default,  or an acquiescence  any single breach or default
  be deemed a waiver of any other  breach or  default  thereafter  occurring.  Any
  waiver,  permit, consent or approval of any kind or character on the part of any
  holder of any breach or default under this Agreement,  or any waiver on the part
  of any party of any  provisions  of  conditions  of this  Agreement,  must be in
  writing and shall be effective only to the extent specifically set forth in such
  writing.  All  remedies,  either  under this  Agreement,  or by law or otherwise
  afforded to any holder, shall be cumulative and not alternative.
  
  
       F.  Counterparts.   This  agreement  may  be  executed  in  any  number  of
  counterparts,  each of which may be executed by less than all of the  Investors,
  each of which shall be enforceable
  
                                                           61
  
  <PAGE>
  
  
  against the  parties  actually  executing  such  counterparts,  and all of which
  together shall constitute one instrument.
  
       G.  Severability.  In the case any  provision  of this  agreement  shall be
  invalid, illegal or unenforceable,  the validity, legality and enforceability of
  the remaining provisions shall not in any way be affected or impaired thereby.
  
             H. Amendments. The provisions of this Agreement may be amended at any
  time and from time to time, and particular of this Agreement may be waived, with
  and only with an  agreement  or consent in writing  signed by the Company and by
  the Investors currently holding fifty percent (50%) of the Registrable Shares as
  of the date of such amendment or waiver.
  
  
             I. Termination of Registration Rights. This Agreement shall terminate
  at  such  time as  there  ceases  to be at  least  $50,000  in  face  amount  of
  outstanding  Convertible  Debentures  which  constitute  Registrable  Shares  as
  defined herein.
  
             The foregoing  Registration Rights Agreement is hereby executed as of
  the date first above written.
  
  
  
  COMPANY:
  
  THERMO-MIZER ENVIRONMENTAL, CORP.
  
                                                           BY:
  NAME:
  TITLE:
  BY:
  NAME:
  TITLE:
  
  
  
  
  
                                                           62
  
  <PAGE>
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text: Page 1 of 62
  
                                          SECURITIES AND EXCHANGE COMMISSION
  
                                                Washington, D.C. 20549
  
                                                       FORM 8-K
  
                                                    Current Report
                                            Pursuant to Section 13 or 15(d)
                                        of the Securities Exchange Act of 1934.
  
  Date of Report (Date of earliest event reported) August 21, 1997
  
                    THERMO-MIZER ENVIRONMENTAL CORP.
  (Exact name of registrant as specified in its charter)
  
                              Delaware
  (State or Other Jurisdiction of Incorporation)
  
         33-87284-N4                                          22-2312917
  (Commission File Number)                   (I.R.S. Employer Identification No.)
  
          528 Oritan Avenue, Ridgefield, New Jersey  07657
  (Address of principal executive offices)           (Zip Code)
  
     (201) 941-5805
  (Registrant's telephone number, inluding area code)
  
                                                       1
  Page 2 of 62
  ITEM 9.  Sales of Equity Securities Pursuant to Regulation S.
  
           On August 21, 1997, the Registrant issued  convertible  debentures (the
  "Debentures")  to  one  investor,  in  the  principal  amount  of  $50,000.  The
  Registrant  will pay interest to the holders of the  Debenture at the rate of 5%
  per annum.  Interest on the Debentures is payable in cash or Common Stock of the
  Registrant,  at the Registrant's discretion.  The Registrant's obligations under
  the Debentures are secured by a lien on the  Registrant's  accounts  receivable,
  which lien will  terminate on November 20, 1997,  whether or not the  Debentures
  have been converted or repaid at such date. The Debentures are convertible  into
  shares of the  Registrant's  Common Stock at any time  beginning  forty-one (41)
  days after the date of issuance,  at a price per share (the "Conversion  Price")
  equal to the lesser of 70% of the average closing bid price for the five trading
  days preceding:  (i) the date of conversion or, (ii) the date of closing, August
  21,  1997.  In the event  that the  Debentures  are not  converted  prior to the
  maturity date of the  Debentures,  the  Registrant has the option to satisfy its
  obligations under the Debentures on such maturity date by the payment of cash or
  the issuance of Common Stock at the Conversion Price.
  
           The  Registrant  received  net proceeds of $44,000 from the sale of the
  Debentures,  after deduction of expenses, including placement agent's commission
  of $5,000.  The  placement  agent for the  transaction  is Monetary  Advancement
  International,  Ltd. The Registrant is seeking to raise,  through a best efforts
  offering, a maximum of $3.5 million in convertible debt or convertible preferred
  stock.
  
           The Registrant  intends to use the proceeds of the offering for working
  capital and for the purchase of substantially all of the assets of the Laminaire
  Corporation, a privately-held company based in Rahway, New Jersey ("Laminaire"),
  pursuant to the terms of a letter of intent with Laminaire.  No assurance can be
  given that such acquisition will be consummated.
  
           The Debentures  have been issued to two  investors,  who have warranted
  that  they are not  related  or  affiliated,  and that  they are (i) not a "U.S.
  Person",  (as that term is defined in Rule 902(o) of Regulation  S), and (ii) an
  "accredited  investor" as defined in Rule 501 of  Regulation  D. The  Debentures
  cannot be transferred,  offered or sold in the "U.S.", or to "U.S.  persons," as
  such term is defined in Rule 902(o) of Regulation S, until after  forty-one (41)
  days from issuance.
  
  ITEM 7.  Financial Statements and Exhibits.
  
           (c)  Exhibits
                    10.1     Form of Convertible Debenture
  
                    10.2     Form of Regulation S Securities
                                      Subscription Agreement
  
                                                       2
  Page 3 of 62
                    10.3     Form of Escrow Agreement
  
                    10.4     Form of Registration Rights Agreement
  
                                                       3
  Page 4 of 62
                                                   SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                    THERMO-MIZER ENVIRONMENTAL CORP.
                     (Registrant)
  
  By: /s/Jon Darcy
      Jon Darcy, President
  
  DATED: September 3, 1997
  
  schuster/thermo/8kaug.97
  
                                                       4
  EXHIBIT 10.1               Form of Convertible Debenture
  
                                                       5
  EXHIBIT 10.1
                                                   DEBENTURE
  
           THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH  THE  UNITED  STATES
  SECURITIES AND EXCHANGE  COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
  (THE  "ACT"),  OR  THE  SECURITIES  COMMISSION  OF ANY  STATE  UNDER  ANY  STATE
  SECURITIES   LAW.  THEY  ARE  BEING  OFFERED   PURSUANT  TO  AN  EXEMPTION  FROM
  REGISTRATION  UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE
  SECURITIES  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE UNITED
  STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN  REGULATION S) UNLESS THE
  SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
  SUCH OFFERS,  SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
  THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.
  
           THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
  OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, ANY
  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
                            $50,000        U.S.
  
                                        Thermo-Mizer Environmental, Corp.
  
                                          5% CONVERTIBLE DEBENTURE DUE
  
           THIS  DEBENTURE,  issued  this day of 1997,  is one of duly  authorized
  issue of Debentures of  Thermo-Mizer  Environmental,  Corp., a corporation  duly
  organized and existing  under the law of the State of Delaware (the  "Company"),
  designated  as its 5%  Convertible  Debentures  Due , in an aggregate  principal
  amount not exceeding $500,000 U.S. (the "Debentures").
  
           FOR  VALUE   RECEIVED,   the   Company   promises   to  pay  to  .,  as
  representative,  the registered holder hereof (the "Holder"),  the principal sum
  of $50,000,  on or prior to , (the "Maturity Date"),  and to pay interest on the
  principal  sum  outstanding  time  to time on the  last  day of each  September,
  December,  March and June (each an "Interest Payment Date"),  commencing , up to
  and  including  the  Maturity  Date,  at the rate of 5% per  annum.  Accrual  of
  interest on this  Debenture  shall  commence on the date of this  Debenture  and
  shall  continue to accrue until the next Interest  Payment Date. The interest so
  payable will be paid on each  Interest  Payment Date to the person in whose name
  this  Debenture  (or one or more  predecessor  Debentures)  is registered on the
  records of the Company  regarding  registration  and transfers of the Debentures
  (the  "Debenture  Register")  on the first  business day prior to such  Interest
  Payment Date. All accrued and unpaid interest shall
  
                                                       6
  bear  interest at the same rate of 5% per annum from the date  hereof  until the
  date of payment.  The principal of this Debenture is payable in coin or currency
  of the United  States of  America as at the time of payment is legal  tender for
  public and private  debts or, at the option of the Company,  in shares of Common
  Stock under the same conversion formula as stated in the within Debenture at the
  address of the Holder last appearing on the Debenture Register of the Company as
  designated in writing by the Holder from time to time.  The  Debenture  Register
  shall  represent  the record of  ownership  and right to receive  principal  and
  interest on this Debenture.  Interest and principal shall be payable only to the
  registered  Holder as  reflected in the  Debenture  Register.  At the  Company's
  option,  interest on the within  Debenture  will be payable in cash or shares of
  Common  Stock  under  the  same  conversion  formula  as  stated  in the  within
  Debenture.  The right to receive  principal  and interest  under this  Debenture
  shall be  transferable  only  through  an  appropriate  entry  in the  Debenture
  Register as provided  herein.  The forwarding of such payment shall constitute a
  payment of interest  hereunder and shall satisfy and discharge the liability for
  principal and interest on this Debenture to the extent of the sum represented by
  such payment.  The Holder shall have the exclusive  right to demand  payments of
  the  principal  (other than any amount  converted) in cash upon the due date, in
  the event of a default as provided for herein prior to the due date.
  
           This Debenture is subject to the following additional provisions:
  
  1. Debentures. First issuance will be a $50,000 Debenture, and thereafter at the
  Holder's  request the Debentures are issuable in denominations of $25,000 for an
  aggregate of $50,000.  The Debentures are  exchangeable  for an equal  aggregate
  principal  amount  of  Debentures  of  different  authorized  denominations,  as
  requested  by the Holders  surrendering  the same,  but shall not be issuable in
  denominations  less than  integral  multiples of  Twenty-Five  Thousand  Dollars
  ($25,000 U.S.). No service charge will be made for such registration of transfer
  or  exchange.  The Company  agrees to  collateralize  the within  Debenture by a
  pledge of its accounts  receivable,  and fixed assets including all tangible and
  intangible property to secure the repayment of the within Debenture. The Company
  agrees to provide a UCC 1 (Uniform  Commercial Code) financing  statement on its
  accounts  receivable  simultaneously  with the  execution  of the  Regulation  S
  Agreement,  and to pay all  expenses  and fees in  filing  said  UCC1  Financing
  Statements  which will be filed by the  Company  simultaneously  but in no event
  less than 48 hours from execution of the within debenture, which lien and pledge
  shall terminate ninety (90) days after the date hereof,  and to provide proof of
  filing to the Debenture  holders  counsel.  The Debenture holder has delivered a
  UCC-3 termination statement to the Escrow Agent (the "Escrow Agent") which UCC-3
  shall be filed ninety (90) days from the date hereof or upon  conversion  of the
  debenture  by the Escrow  Agent  unless an event of default has  occurred and is
  continuing under Section 11.
  
  2. Withholding. The Company shall be entitled to withhold if applicable from all
  payments  of  interest on this  Debenture,  any amounts  required to be withheld
  under the  applicable  provisions  of the United States income tax laws or other
  applicable laws at the time of such payments if applicable. The Holder shall pay
  all taxes, charges, or levies in connection with the
  
                                                       7
  issuance or transfer thereof other than amounts so withheld.
  
  3.   Transfer.   This   Debenture   has  been  issued   subject  to   investment
  representations  of the  original  purchaser  hereof and may be  transferred  or
  exchanged  only in compliance  with the  Securities Act of 1933, as amended (the
  "Act"),  including  Regulation S  promulgated  under the Act. Any Holder of this
  Debenture,  by acceptance hereof, agrees to the representations,  warranties and
  covenants  herein.  Prior to due presentment to the Company for transfer of this
  Debenture,  the  Company  and any agent of the  Company  may treat the person in
  whose name this Debenture is duly registered on the Company's Debenture Register
  as the owner hereof for the purpose of receiving  payment as herein provided and
  for all other  purposes,  whether or not this Debenture be overdue,  and neither
  the Company nor any such agent shall be affected by notice to the contrary.
  
  4. Conversion. The record Holders of this Debenture shall have conversion rights
  as follows (the "Conversion Rights"):
  
           (a) Right to  Convert.  The record  Holder of this  Debenture  shall be
  entitled,  at the option of the Holder,  to convert any or all of the  aggregate
  principal amount of Debentures held by such Holder,  at any time beginning forty
  one (41) days after the date of issuance of this Debenture, at the office of the
  Company or any transfer agent for the Debentures, into that number of fully-paid
  and  non-assessable  shares  of  Common  Stock  of  the  Company  calculated  in
  accordance with the following formula: Number of shares issued upon conversion =
  Principal/Conversion Price, where
  
  o        Principal = The principal amount of the Debenture(s) to be converted,
  
       o  *Conversion  Price = the  product  of (1) .70 times (2)  either the last
  trading price average or Closing Bid Price,  as that term is defined  below,  of
  the Company's Common Stock for the five (5) trading days  immediately  preceding
  the Date of Conversion, as defined below provided,  however, that if the Date of
  Conversion is after July  ___,2000 (3 years),  the  Conversion  Price will equal
  what the  Conversion  Price would have been had the Date of Conversion  been the
  lower of a 30% discount  from market at time of signing or time of conversion as
  provided herein, (the "Fixed Conversion  Price").  For purposes hereof, the term
  "Closing  Bid Price"  shall mean the closing bid price of the  Company's  Common
  Stock as reported by NASDAQ (or, if not reported by NASDAQ,  as reported by such
  other exchange or market where traded). For purposes hereof, there is no minimum
  conversion price.
  
       * 30%  discount  to market  exercise  price  five (5) day  trading  average
  closing bid price either at time of signing of Subscription Agreement or time or
  exercise (lesser of exercise price).
  
       The  Company  warrants  and  represents  that  there are no other  existing
  options,  warrants,  or convertible  securities of any kind that are convertible
  into shares of Common Stock of the Company,  (except as stated in the disclosure
  documents
  
                                                       8
  provided to the  subscriber,  attached  to the  Subscription  Agreement  as
  Exhibit F) which shares are registered and or exempt from registration within 90
  days from the date hereof.
  
           (b) Mechanics of Conversion. No fractional shares of Common Stock shall
  be issued upon conversion of this Debenture.  In lieu of any fractional share to
  which the Holder would otherwise be entitled, the Company shall pay cash to such
  Holder in an amount equal to such fraction  multiplied by the  Conversion  Price
  then in effect. In order to convert Debentures into full shares of Common Stock,
  the Holder shall  surrender  the  certificate  or  certificates  therefor,  duly
  endorsed,  by either  overnight  courier or 2-day courier,  to the office of the
  Company or of any  transfer  agent for the  Debentures,  and shall give  written
  notice  to the  Company  at such  office  with a copy to the  Escrow  Agents  by
  facsimile,  that he elects to  convert  the same,  the number of  Debentures  so
  converted and a calculation of the number of shares of Common Stock to be issued
  upon conversion  (with an advance copy of the  certificate(s)  and the notice by
  facsimile);  provided, however, that the Company shall not be obligated to issue
  certificates evidencing the shares of Common Stock issuable upon such conversion
  unless either the  certificates  evidencing such Debentures are delivered to the
  Company or its  transfer  agent as provided  above,  or the Holder  notifies the
  Company or its transfer agent that such  certificates  have been lost, stolen or
  destroyed and executes an agreement satisfactory to the Company to indemnify the
  Company  from any loss  incurred  by it in  connection  with such  certificates.
  Notwithstanding  the  foregoing,  the  conversion  right of the Holder set forth
  herein shall be limited,  solely to the extent required, from time to time, such
  that in no  instance  shall the  maximum  number of shares of Common  Stock into
  which the Holder may convert this Debenture  exceed,  at any one time, an amount
  equal to the remainder of (i) 4.99% of the then issued and outstanding shares of
  Common Stock of the Company following such conversion,  minus (ii) the number of
  shares of Common Stock of the Company then held by the Holder.
  
           The Company  shall use its best  efforts to issue and deliver to Holder
  or to Holder's Counsel ("Holder's Counsel") within seven (7) business days after
  delivery  to the  Company  of such  certificates,  or after such  agreement  and
  indemnification,  to such Holder of  Debentures  at the address of the Holder on
  the books of the Company, a certificate or certificates for the number of shares
  of Common Stock to which the Holder shall be entitled as aforesaid.  The date on
  which notice of conversion is given (the "Date of  Conversion")  shall be deemed
  to be the date in such notice of conversion is received by the Company, provided
  that the original  Debentures to be converted are received by the transfer agent
  or the Company  within five business days  thereafter  and the person or persons
  entitled to receive the shares of Common  Stock  issuable  upon such  conversion
  shall be treated for all purposes as the record holder or holders of such shares
  of Common Stock on such date. If the original Debentures to be converted are not
  received by the transfer  agent or the Company  within five  business days after
  the Date of Conversion,  the notice of conversion shall become null and void. In
  addition,  if the shares of Common Stock  issuable upon such  conversion are not
  received by the Holder without  restrictive legend within five (5) business days
  after the Date of Conversion, the notice of
  
                                                       9
  conversion  shall  become,  at the option of the Holder,  null and void.  In the
  event of all said shares are not delivered as provided for herein, holder may at
  its own option  declare the within  Debenture  in default  and demand  immediate
  payment of all principal and accrued interest, and to take all appropriate legal
  action to foreclose on the pledge  collateral in accordance  with the provisions
  of the Uniform  Commercial  Code if payment by the  Company is not made.  In the
  further event that legal action is required,  the Company will be responsible to
  pay all reasonable  attorney's  fees, and waives any right to require the Holder
  to post a bond or other  security  which may be  required  to  enforce  Holder's
  rights  against  the pledge  collateral.  The  Company  further  represents  and
  warrants that the senior lenders,  if any are aware of and have consented to the
  issuance of the within Debenture, and the terms contained herein.
  
           Following  conversion  of  a  Debenture,  or  a  portion  thereof,  the
  principal  and, upon payment  thereof of the interest owed on that  Debenture or
  portion of the Debenture so converted will be deemed paid in full and satisfied,
  and such Debenture or portion thereof will no longer be outstanding.
  
           (c) Reservation of Stock Issuable Upon Conversion. The Company shall at
  all times reserve and keep available out of its  authorized but unissued  shares
  of Common  Stock,  solely for the purpose of  effecting  the  conversion  of the
  Debentures, such number of its shares of Common Stock as shall from time to time
  be sufficient to effect the conversion of all then outstanding  Debentures;  and
  if at any time the number of  authorized  but  unissued  shares of Common  Stock
  shall  not be  sufficient  to  effect  the  conversion  of all then  outstanding
  Debentures,  the Company will take such corporate  action as may be necessary to
  increase its  authorized  but unissued  shares of Common Stock to such number of
  shares as shall be sufficient for such purpose.
  
           (d) Mandatory  Payment or Conversion on Maturity Date. Each Holder of a
  Debenture  outstanding  on , shall have the right to payment of all principal on
  this Debenture paid to such Holder in cash or in immediately  available funds or
  at the option of the Company,  in shares of Common Stock  computed in accordance
  with Section 4 above on
                 .
  
           (e)      Adjustment to Conversion Price.
  
                    (i) If prior to the conversion of all of the  Debentures,  (x)
  the number of outstanding  shares of Common Stock is increased by a stock split,
  stock dividend or other similar  event,  or, (y) if the Company issues shares of
  Common Stock (or securities convertible into or exchangeable or exercisable for,
  shares of Common  Stock) at a conversion,  exchange or exercise  price below the
  Fixed Conversion Price then in effect,  then the Fixed Conversion Price shall be
  appropriately reduced. If, prior to conversion of all the Debentures, the number
  of  outstanding  shares  of  Common  Stock  is  decreased  by a  combination  or
  reclassification  of shares,  or other similar event, the Fixed Conversion Price
  shall be appropriately increased.
  
                                                       10
  (ii) If,  prior to the  conversion  of all  Debentures,  there
  shall  be any  merger,  consolidation,  exchange  of  shares,  recapitalization,
  reorganization,  or other similar  event,  as a result of which shares of Common
  Stock of the Company  shall be changed  into the same or a  different  number of
  shares of the same or another  class or classes  of stock or  securities  of the
  Company or another entity,  then the Holders of Debentures shall thereafter have
  the right to purchase and receive upon conversion of Debentures,  upon the basis
  and upon the terms and conditions  specified herein and in lieu of the shares of
  Common Stock immediately  theretofore  issuable upon conversion,  such shares of
  stock  and/or  securities  which may be issued or payable  with respect to or in
  exchange  for the  number  of shares of  Common  Stock  immediately  theretofore
  purchasable  and  receivable  upon the  conversion  of  Debentures  held by such
  Holders had such merger, consolidation,  exchange of shares, recapitalization or
  reorganization not taken place, and in such case appropriate provisions shall be
  made with respect to the rights and  interests of the Holders of the  Debentures
  to the end that the provisions hereof (including, without limitation, provisions
  for  adjustment  of the  Fixed  Conversion  Price  and of the  number  of shares
  issuable upon conversion of the Debentures)  shall thereafter be applicable,  as
  nearly as may be  practicable  in relation to any shares of stock or  securities
  thereafter  deliverable upon the exercise  hereof.  The Company shall not effect
  any transaction described in this subsection 4(e) unless the resulting successor
  or  acquiring  entity (if not the  Company)  assumes by written  instrument  the
  obligation  to deliver to the  Holders of the  Debentures  such  shares of stock
  and/or securities as, in accordance with the foregoing  provisions,  the Holders
  of the Debentures may be entitled to purchase.
  
                    (iv) No adjustment need be made if it would result in a change
  of less than 1% of the Conversion  Price (whether the Fixed  Conversion Price or
  the Floating  Conversion  Price).  Any  adjustments  required to be made by this
  subsection  shall be rounded up to the right to acquire the nearest whole number
  of shares of Common Stock.
  
  5.       Redemption.
  
           (a) Right to  Redeem  on  Conversion.  The  Company  shall not have the
  right, after receipt of a notice of conversion  pursuant to Section 4, to redeem
  in whole or in part any Debentures  submitted for conversion,  immediately prior
  to  conversion.  If the  Company  wishes to  redeem  some,  but not all,  of the
  Debentures  submitted for conversion,  the Company shall notify the Holder on 30
  days  written  notice,  and it will be the option of the Holder to elect to have
  the Debenture redeemed.
  
           (b)  Mechanics of Redemption  on  Conversion.  The Company shall effect
  each such redemption by giving notice of its election to redeem, by facsimile to
  Holder or to  Holder's  Counsel  within 1 business  day  following  receipt of a
  notice of conversion from a Holder,  with a copy by 2-day courier, to the Holder
  of Debentures  submitted for  conversion at the address and facsimile  number of
  such  Holder  appearing  in the  Company's  register  for the  Debentures.  Such
  redemption  notice shall indicate whether the Company will redeem all or part of
  the Debentures  submitted for  conversion.  The Company shall not be entitled to
  send any notice
  
                                                       11
  of redemption and begin the redemption  procedure  unless it has the full amount
  of the redemption  price,  in cash,  available in a demand or other  immediately
  available  account in a bank or similar  financial  institution  on the date the
  redemption notice is sent to shareholders.
  
           The redemption  price per Debenture  shall equal the greater of (i) one
  hundred and fifty percent (150%)  multiplied by the then  outstanding  principal
  amount plus unpaid interest to the date of redemption; or
  
  (ii) [Principal + Interest] x Closing Bid Price on the Date of Conversion
                                  Conversion Price
  
           For  the  purposes  of  the  above  formula,  "Principal",  "Interest",
  "Closing Bid Price" and "Conversion  Price" shall have the meanings set forth in
  Section 4(a).
  
           The redemption  price shall be paid in cash to the Holder of Debentures
  redeemed within 5 business days of the delivery of the notice of such redemption
  to such Holder;  provided,  however,  that the Company shall not be obligated to
  deliver any portion of such  redemption  price  unless  either the  certificates
  evidencing the Debentures  redeemed are delivered to the Company or its transfer
  agent as provided in Section  4(b),  or the Holder  notifies  the Company or its
  transfer agent that such  certificates  have been lost,  stolen or destroyed and
  executes an agreement  satisfactory to the Company to indemnify the Company from
  any loss incurred by it in connection with such certificates.
  
           The  Redemption  Price  will not be lower  than an amount  which is 50%
  greater than the conversion price as provided for in Section 4(a) herein.
                    (c) No Other  Redemption.  The Company  shall have no right to
  redeem the Debentures except as provided in Section 5 hereof.
  
  6. No Prepayment.  The Company shall have no right to prepay this Debenture,  in
  whole or in part,  prior to the  Maturity  Date;  provided,  however,  that this
  Section 6 shall not prevent the Company from  exercising the  redemption  rights
  set forth in Section 5.
  
  7. No  Impairment.  Except as expressly  provided  herein,  no provision of this
  Debenture shall alter or impair the obligation of the Company, which is absolute
  and  unconditional,  to pay the principal of, and interest on, this Debenture at
  the time, place, and rate, and in the coin or currency, herein prescribed.  This
  Debenture and all other Debentures now and hereafter issued of similar terms are
  direct obligations of the Company.
  
  8. Termination.  After this Debenture shall have been surrendered for conversion
  as herein provided or notice of conversion  shall have been given by the Company
  pursuant to Section 4(d) herein,  this Debenture shall no longer be deemed to be
  outstanding  and all rights with respect to this Debenture,  including,  without
  limitation, the right to receive interest hereon
  
                                                       12
  and  the  principal  hereof,  shall  forthwith  terminate  as  of  the  Date  of
  Conversion,  except  only the right of the Holder  hereof to  receive  shares of
  Common Stock in exchange therefor.
  
  9.  Protective  Provisions.  This Debenture may not be amended without the prior
  written consent of the Holder hereof.
  
  10.  Costs and  Expenses.  The  Company  agrees  to pay all costs and  expenses,
  including  reasonable  attorney's  fees,  which may be incurred by the Holder in
  collecting any amount due under this Debenture.
  
  11.  Events of  Default;  Remedies.  If one or more of the  following  described
  "Events of Default" shall occur:
  
       (a) The Company  shall  default in the payment of  principal or interest on
  these Debentures: or
  
           (b)  Any of the  representatives  or  warranties  made  by the  Company
  herein, in the Regulations S Securities Subscription Agreement,  dated as of the
  date hereof relating to these  Debentures (the  "Subscription  Agreement") or in
  any certificate or financial or other written statements heretofore or hereafter
  furnished by or on behalf of the Company in  connection  with the  execution and
  delivery  of this  Debenture  or the  Subscription  Agreement  shall be false or
  misleading in a any material respect at the time made; or
  
           (c) The  Company  shall  fail to perform or  observe,  in any  material
  respect,  any  other  convenient  term,  provision,   condition,   agreement  or
  obligation of the Company under this  Debenture and such failure shall  continue
  uncured  for a period of fifteen  (15) days  after  notice  from  Holder of such
  failure; or
  
           (d) The Company  shall (1) become  insolvent;  (2) admit in writing its
  inability to pay its debts generally as they mature;  (3) make an assignment for
  the benefit of creditors or commence  proceedings  for its  dissolution;  or (4)
  apply for or consent to the appointment of a trustee, liquidator or receiver for
  its or for a substantial part of its property or business; or
  
           (e) A  trustee,  liquidator  or  receiver  shall be  appointed  for the
  Company or for a  substantial  part of its  property  or  business  without  its
  consent  and  shall  not  be  discharged  within  thirty  (30  days  after  such
  appointment; or
  
           (f) Any governmental  agency or any court of competent  jurisdiction at
  the instance of any  governmental  agency shall assume custody or control of the
  whole or any substantial  portion of the properties or assets of the Company and
  shall not be dismissed within thirty (30) days thereafter; or
  
       (g) Any money judgement,  writ or warrant of attachment, or similar process
  in
  
                                                       13
  excess of One Hundred  Thousand  Dollars  ($100,000) in the  aggregate  shall be
  entered or filed  against the Company or any of its  properties  or other assets
  and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
  (15) days or in any  event  later  than  five (5) days  prior to the date of any
  proposed sale thereunder; or
  
           (h) Bankruptcy,  reorganization,  insolvency or liquidation proceedings
  or other  proceedings  for relief  under any  bankruptcy  law or any law for the
  relief of  debtors  shall be  instituted  by or  against  the  Company  and,  if
  instituted  against the Company  shall not be dismissed  within thirty (30) days
  after such  instruction  or if the Company shall by any action or answer approve
  of,  consent to, or  acquiesce  in any such  proceedings  or admit the  material
  allegations of, or default in answering a petition filed in any proceeding; or
  
           (i) The Common  Stock  shall not be traded on an  exchange  or over the
  counter market.
  
           Then,  or at any time  thereafter,  and in each and  every  such  case,
  unless  such  Event or Default  shall have been  waived in writing by the Holder
  (which waiver shall not be deemed to be a waiver of any  subsequent  default) at
  the option of the Holder and in the  Holder's  sole  discretion,  the Holder may
  consider this Debenture immediately due and payable, without presentment, demand
  protest  or notice  of any  kind,  all of which  are  hereby  expressly  waived,
  anything  herein or in any note or other  instruments  contained to the contrary
  notwithstanding,  and the Holder may  immediately,  and with  expiration  of any
  period  of  grace,  enforce  any and all of the  Holder's  rights  and  remedies
  provided herein or any other rights or remedies afforded by law.
  
  12.  Mergers  Consolidations,  etc. The Company shall not  consolidate  or merge
  into, or transfer all or substantially all of its assets to, any person,  unless
  such person  assumes the  obligations  of the Company  under this  Debenture and
  immediately after such transaction no Event of Default exists.  Any reference of
  the Company  shall refer to such  surviving or transferee  corporation,  and the
  obligations of the Company shall terminate upon such assumption.  If the Company
  merges or  consolidates  with another  corporation  or sells or transfers all or
  substantially all of its assets to another person, and the holders of the Common
  Shares are entitled to receive stock, securities or property in respect of or in
  exchange for Common Shares,  then as a condition of such merger,  consolidation,
  sale or transfer,  either (i) the Company and any such  successor,  purchaser or
  transferee  shall amend this  Debenture  to provide  that it may  thereafter  be
  converted  on the terms and subject to the  conditions  set forth above into the
  kind and amount of stock,  securities or property  receivable  upon such merger,
  consolidation,  sale or  transfer  by a holder of the number of shares of Common
  Stock into which this  Debenture  might have been converted  immediately  before
  such merger, consolidation,  sale or transfer, or (ii) if the Company is not the
  surviving entity in such merger,  consolidation,  sale or transfer,  the Company
  shall give the Holder at least  thirty  (30) days  prior  written  notice of the
  expected closing date of such transaction,  and if any portion of this Debenture
  has not been
  
                                                       14
  converted into Common Stock at the election of the Holder prior to such closing,
  then the remaining  principal amount of this Debenture may, at the option of the
  Purchaser,  be  converted  into  shares of Common  Stock at the  closing of such
  transaction. The Conversion Price shall be the same as the applicable Conversion
  Price defined in Section 4 above.
  
  13. No Dividends. For so long as the Debentures remain outstanding,  the Company
  will not,  without  the prior  consent of a majority  of the  Holders,  make any
  distribution, either in stock or cash, to its holders of Common Stock.
  
  14. Lost or Destroyed  Debenture.  If this Debenture  shall be mutilated,  lost,
  stolen or  destroyed,  the Company  shall  execute and deliver,  in exchange and
  substitution for and upon cancellation of a mutilated  Debenture,  or in lieu of
  or in substitution for a lost,  stolen or destroyed  Debenture,  a new Debenture
  for the  principal  amount  of this  Debenture  so  mutilated,  lost,  stolen or
  destroyed,  but only upon receipt of evidence of such loss, theft or destruction
  of such  Debenture,  and of the  ownership  thereof,  and indemnity and bond, if
  requested, all reasonably satisfactory to the Company.
  
  15. Sales in Compliance with  Applicable  Law. Any Holder of this Debenture,  by
  acceptance  hereof,  agrees that such Holder will not offer,  sell or  otherwise
  dispose of this  Debenture of the shares of Common Stock  issuable upon exercise
  thereof except under  circumstances  which will not result in a violation of the
  Act,  including  Regulation S promulgated under the Act, or any applicable state
  Blue Sky law or similar laws relating to the sale of  securities  and the Holder
  agrees to provide the Company  with the  documentation  required by Section 3 of
  the Subscription Agreement executed by the original Holder hereof to demonstrate
  that such offer, sale or disposition complies with applicable securities laws.
  
  16.  Governing  Law.  This  Debenture  shall be  governed  by and  construed  in
  accordance with the laws of the State of New York,  without giving effect to the
  principles of conflicts of laws.
  
  17. Business Day Definition.  For purposes hereof, the term "business day" shall
  mean any day on which banks are generally  open for business in the State of New
  York, USA and excluding any Saturday and Sunday.
  
  18. Notices. Any notice,  demand or request required or permitted to be given by
  either the Company or the Holder  pursuant to the terms of this Agreement  shall
  be in  writing  and shall be  deemed  given  when  delivered  personally,  or by
       facsimile (with a hard copy to follow by two day courier), addressed to the
  Company at ________________________  with a copy to  __________________________,
  tel.    ______________    facsimile    _____________,    or   the    Holder   at
  _________________________________,  or such other addresses as a party may
  request by notifying the other in writing.
  
  19.  Waiver.  Any waiver by the Company or the Holder  hereof of a breach of any
  provision of this Debenture  shall not operate as or be construed to be a waiver
  of any breach
  
                                                       15
  of such provision or of any breach of any other provision of this Debenture. The
  failure of the Company or the Holder  hereof to insist upon strict  adherence to
  any term of this  Debenture on one or more  occasions  shall not be considered a
  waiver or  deprive  that party of the right  thereafter  to insist  upon  strict
  adherence to that term or any other term of this  Debenture.  Any waiver must be
  in writing.
  
  20.  Unenforceable  Provisions.  If any provision of this  Debenture is invalid,
  illegal or unenforceable,  the balance of this Debenture shall remain in effect,
  and if any provision is  inapplicable  to any person or  circumstance,  it shall
  nevertheless remain applicable to all other persons and circumstances.
  
  21. Change of Control.  The Company warrants and represents that in the event of
  any change in the control of the Board of Directors  as  currently  constituted,
  written  notification  will be  provided  to Holder  or  Holders  of the  within
  Debentures,  and that Holders may consider the within Debentures in default, and
  demand  payment of  principal  and all  accrued  interest  in the form of a cash
  payment.
  
           In the  event  of any  insolvency  proceedings,  and any  receivership,
  liquidation or other similar  proceedings in connection  therewith,  relative to
  the Company,  and in the event of any  proceedings  for voluntary or involuntary
  liquidation,  dissolution  or other  winding-up  of the Company,  whether or not
  involving  insolvency,  then the  holders of Senior  Debt shall be  entitled  to
  receive payment in full of all principal,  premiums,  interest fees and charges,
  including without limitation  post-petition  interest, on all Senior Debt before
  the Holders of the  Debentures are entitled to receive any payment on account of
  principal or interest upon the Debentures an no claim or proof of claim shall be
  filed with the  Company by or non behalf of the  Holders  that shall  assert any
  right to receive any payments in respect to the  Debentures,  except  subject to
  the payment in full of the principal and interest on all of the Senior Debt then
  outstanding.
  
           If funds or assets which would  otherwise be available to make payments
  in respect of the  Debentures  are instead paid or distributed to the holders of
  Senior Debt on account of the  subordination  provisions of this Section 22, the
  Holders of the  Debentures  shall be  subrogated to the rights of the holders of
  Senior  Debt to  receive  payments  or  distributions  of assets of the  Company
  applicable to the Senior Debt.
  
           No action which the holders of the Senior Debt, or the Company with the
  consent of the holders of the Senior Debt,  may take or refrain from taking with
  respect  to any  Senior  Debt,  or any bond,  debenture,  note or other  similar
  instrument  or agreement  representing  the same,  or any  collateral  therefor,
  including  a waiver or  release  thereof,  or any  agreement  or  agreements  in
  connection  therewith,  shall affect the  subordination of the Debentures to the
  Senior Debt.  The  subordination  of the  Debentures to the Senior Debt shall be
  unconditional,   notwithstanding  any  defect  in  the  genuineness,   validity,
  regularity, or enforceability of the bonds, debentures,  notes, or other similar
  instruments or agreements evidencing the Senior
  
                                                       16
  Debt or any other circumstances,  whether or not referred to herein, which might
  otherwise  constitute a legal or equitable discharge or a defense of the Holder.
  By it  acceptance  of the  Debentures,  the Holders agree to execute and deliver
  such  documents as may be reasonably  requested from time to time by the Company
  or the holder of any Senior Debt in order to implement this Section 22.
  
  22.  Enforcement  Actions.  Each of the Holders of the Debentures  agrees not to
  commence any enforcement  action as to the Debentures and the security  interest
  securing  such  indebtedness  unless  and  until it has  notified  the Agent (as
  defined in the Security  Agreement)  in writing of its  intention to do so and a
  period after the giving of such notice shall have elapsed, ending on the earlier
  of the  thirtieth  (30th) day after the giving of such notice or the date of the
  commencement of an insolvency proceeding as to the Company.  During such period,
  the  Agent,  acting  on  behalf  of the  Lenders  (as  defined  in the  Security
  Agreement)  shall have the right,  but not the obligation,  to cure any defaults
  giving rise to such enforcement action.
  
  23. Amendment.  The above Sections 21 and 22 may not be amended, or any of their
  provisions waived, without the prior written consent of the Agent or each of the
  holders of Senior Debt.
  
           IN WITNESS  WHEREOF,  the Company has caused this  Debenture to be duly
  executed by an officer thereof duly authorized.
  
                                        Thermo-Mizer Environmental, Corp.
  
                                         By:
                                        Name:
                                       Title:
  
                                                       17
  EXHIBIT A
  
                                              NOTICE OF CONVERSION
  
                                    (To be Executed by the Registered Holder
                                       in order to Convert the Debenture)
  
  The  undersigned  hereby  irrevocably  elects to convert the above Debenture No.
  into  shares  of  Common  Stock,  $.01  par  value  (the  "Common  Stock"),   of
  Thermo-Mizer  Environmental,  Corp. (the "Company")  according to the conditions
  hereof,  as of the date written below. If shares are to be issued in the name of
  a person other than  undersigned,  the  undersigned  will pay all transfer taxes
  payable with  respect  thereto and is  delivering  herewith  such  certificates,
  opinions, and signature guarantees as reasonably requested by the Company or its
  Transfer Agent. No fee will be charged to the Holder for any conversion,  except
  for transfer taxes, if any. The undersigned represents as follows:
           1. The  undersigned  is not a  "distributor",  as such term is  defined
  under Rule 902 of  Regulation  S, or a person  acting on behalf of the issuer or
  distributor or an affiliate of a distributor or the issuer.
           2. The  undersigned  is not a  "dealer",  as such  term is  defined  in
  Section  2(12) of the Act, or a person  receiving a selling  concession,  fee or
  otherwise remuneration in respect of the Shares.
       3. The undersigned is not a "U.S.  Person", as such term is defined in Rule
  902 of Regulation S.
           4. The  undersigned  acquired  the Shares  directly  from the issuer or
  distributor  and has  neither  offered  nor sold any of the Shares  prior to the
  expiration of the 40-day  restricted  period describe in Rule 903(c)(2) and Rule
  902(m) (the  "Restricted  Period") and the  undersigned  has not  undertaken any
  action to precondition the U.S. market for resale of the Shares.
           5. The undersigned did not acquire the Shares with the intent to evade 
  the
  
                                                       18
  registration  provisions  of the Act or any  Rule or  Regulation  of the  Untied
  States  securities  laws and  will  not  offer  or sell  the  Shares  except  in
  compliance  with the provisions of the Act. If this Debenture is being converted
  during  the  Restricted  Period  (as that term is  defined  in the  subscription
  agreement executed by the original purchaser of this Debenture), the undersigned
  represents  that it is not a U.S.  Person as defined in Regulation S promulgated
  under the United  States  Securities  Act of 1933, as amended (the "Act") and is
  not converting the Debenture on behalf of any U.S. Person.  The undersigned also
  represents  and  warrants  that all offers and sales by the  undersigned  of the
  shares of Common  Stock  issuable  to the  undersigned  upon  conversion  of the
  Debenture   shall  be  made  in  compliance   with  Regulation  S,  pursuant  to
  registration  of the Common Stock under the Act or pursuant to an exemption from
  registration under the Act.
  
  Conversion calculations:
                                              Date of Conversion
  
                                              Applicable Conversion Price
  
                                              Signature
  
                                              Name
  
                                              Address:
  
  * The  original  Debenture  and Notice of  Conversion  must be  received  by the
  Company's  Transfer  Agent before any shares of Common Stock will be issued.  If
  the original of this  Debenture  is not received by the Transfer  Agent (or such
  other person as the Company may  specify)  within five  business  days after the
  date of conversion  specified above, this notice of conversion shall become null
  and void.
  
  Signature Guaranteed:
  
                                                       19
  EXHIBIT 10.2            Form of Regulation S Securities Subscription Agreement
  
                                                       20
  EXHIBIT 10.2
  
  REGULATION S SECURITIES SUBSCRIPTION AGREEMENT
  
           THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH  THE  UNITED  STATES
  SECURITIES AND EXCHANGE  COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
  (THE  "ACT"),  OR  THE  SECURITIES  COMMISSION  OF ANY  STATE  UNDER  ANY  STATE
  SECURITIES   LAW.  THEY  ARE  BEING  OFFERED   PURSUANT  TO  AN  EXEMPTION  FROM
  REGISTRATION  UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE
  SECURITIES  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE UNITED
  STATES OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN  REGULATION S) UNLESS THE
  SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
  SUCH OFFERS,  SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM
  THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.
  
           THIS SUBSCRIPTION  AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
  SOLICITATION  OF AN OFFER TO BUY, ANY OF THE SECURITIES  OFFERED HEREBY BY OR TO
  ANY PERSON IN ANY  JURISDICTION  IN WHICH SUCH  OFFER OR  SOLICITATION  WOULD BE
  UNLAWFUL.  INVESTMENT  IN THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  IN
  MAKING AN INVESTMENT  DECISION,  INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
  THE COMPANY AND THE TERMS OF THE  OFFERING,  INCLUDING  THE MERITS AND THE RISKS
  INVOLVED.  THESE  SECURITIES  HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE
  SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
  AUTHORITIES  HAVE NOT CONFIRMED OR  DETERMINED  THE ACCURACY OR ADEQUACY OF THIS
  DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
           This Regulation S Securities Subscription Agreement (the "Agreement" or
  the "Subscription Agreement") is executed by . (the " Subscriber") in connection
  with the  subscription  by the  Subscriber for 5%  Convertible  Debentures  (the
  "Convertible Debentures") of Thermo-Mizer Environmental, Corp., (the "Company").
  The  Company  is  offering  an  aggregate  face  amount  of  $500,000  (U.S.) of
  Convertible Debentures.  The terms of the Convertible Debentures,  including the
  terms on which the  Convertible  Debentures  may be converted into Common Stock,
  $0.01 par value per share of the Company  ("Shares"),  are set forth in the form
  of Convertible Debentures attached hereto as Exhibit A. The solicitation of this
  Subscription and, if accepted by the Company,  the offer and sale of Convertible
  Debentures,  are being made in reliance  upon the  provisions  of  Regulation  S
  (Regulation "S") promulgated  under the United States Securities Act of 1933, as
  amended (the "Act").  The  Convertible  Debentures and the Shares  issuable upon
  conversion thereof are
  
                                                       21
  sometimes  referred  to  herein  as the  "Securities".  The  Subscriber  wish to
  subscribe for the principal  amount of the  Convertible  Debentures set forth in
  Section 12 in accordance with the terms and conditions of this Agreement.  It is
  agreed as follows:
  
  1.      Offer to Subscribe; Purchase Price
  
           The Subscriber hereby offer to purchase and subscribe for the principal
  amount of  Convertible  Debentures,  and at the price,  set out in Section 12 of
  this  Agreement.  The Closing  shall be deemed to occur when this  Agreement has
  been  executed by both of the  Subscriber  and the Company (the  "Closing")  and
  payment shall have been made by the Subscriber, by wire transfer, as directed in
  writing by the Company on the day so directed,  to an escrow agent,  against the
  Company's delivery of Convertible Debentures subscribed for. If the Closing does
  not occur, the funds of ,the Subscriber shall be returned from escrow. The terms
  and conditions of the escrow are set forth in an Escrow  Agreement,  the form of
  which is  attached  hereto as  Exhibit B hereto.  The  payment  shall be made by
  delivering same day funds in United States Dollars as designated above.
  
  2.      Subscriber Representations; Access to Information Independent
  Investigation
  
           Each  Subscriber  represents  and  warrants to and  covenants  with the
  Company,  on its own behalf and on behalf of each person or entity for which the
  Subscriber is acting as a fiduciary,
  as follows:
  
           2.1 Offshore  Transaction.  The Subscriber represent and warrant to the
  Company that (i) neither the Subscriber nor, to the best knowledge of Subscriber
  after due  inquiry,  any of the  investors on whose  behalf the  Subscriber  may
  purchase and hold Convertible  Debentures or Shares (the "Investors") is a "U.S.
  person" as that term is defined in Rule 902(o) of  Regulation S (a copy of which
  definition  is attached as Exhibit  C), and neither the  Subscriber  nor, to the
  best  knowledge  of  Subscriber,   any  Investor  is  an  entity   organized  or
  incorporated  under the laws of any foreign  jurisdiction  by any "U.S.  person"
  principally for the purpose of investing in securities not registered  under the
  Act, unless the Subscriber is or was organized or incorporated by "U.S. persons"
  who are  accredited  investors (as defined in Rule 501(a) under the Act) and who
  are not natural persons, estates or trusts ("Institutional  Investors"), and all
  owners of  interests  in such entity who are "U.S.  persons"  are  Institutional
  Investors,  and not natural  persons,  estates or trusts;  (ii) the  Convertible
  Debentures  were not offered to the  Subscriber or to any Investor in the United
  States and at the time of execution of this  Subscription  Agreement  and of any
  offer  to the  Subscriber  or to  the  Investors  to  purchase  the  Convertible
  Debentures  hereunder,  the  Subscriber  and each such  Investor was outside the
  United  States;  (iii) each  Subscriber is purchasing the Securities for its own
  account  and not on  behalf of or for the  benefit  of any U.S.  person  and the
  resale of the Securities have not been  prearranged with any buyer in the United
  States; (iv) the Subscriber and to the best knowledge
  
                                                       22
  of the Subscriber each distributor, if any, participating in the offering of the
  Securities,  has agreed and the  Subscriber  hereby  agrees  that all offers and
  sales of the Securities  prior to the  expiration of a period  commencing on the
  Closing and ending forty (40) days  thereafter (the  "Restricted  Period") shall
  not be made to U.S.  persons or for the  account or benefit of U.S.  persons and
  shall  otherwise be made in  compliance  with the  provisions  of  Regulation S.
  Subscriber  has not been  engaged or acted as or on behalf of a  distributor  or
  dealer (and is not an affiliate of a distributor or dealer) with respect to this
  transaction.
  
           2.2 Independent Investigation. The Subscriber, in offering to subscribe
  for the Securities hereunder, has relied upon an independent  investigation made
  by it and  has,  prior  to  the  date  hereof,  been  given  access  to and  the
  opportunity  to examine all books and records of the  Company,  and all material
  contracts and documents of the Company;  provided, that such investigation shall
  not affect  Subscriber's  ability to rely on the accuracy of the representations
  and  warranties  of the  Company  set forth  herein.  The  Subscriber  will keep
  confidential  all  non-public   information   regarding  the  Company  that  the
  Subscriber  receives from the Company unless  disclosure of such  information is
  compelled by a court or other administrative body or otherwise in the opinion of
  Subscriber's  counsel,  to comply with  applicable law. In making the investment
  decision to purchase the Convertible  Debentures,  the Subscriber is not relying
  on any oral or written  representations  or  assurances  from the Company or any
  other person or any representation of the Company or any other person other than
  as set forth in this  Agreement,  public filings of the Company or in a document
  executed by a duly authorized  representative of the Company making reference to
  this  Agreement.  The Subscriber  has such  experience in business and financial
  matters  that  it is  capable  of  evaluating  the  risk of its  investment  and
  determining the suitability of its investment. The Subscriber is a sophisticated
  investor,  as defined in Rule  506(b)(2)(ii)  of Regulation D, and an accredited
  investor as defined in Rule 501 of Regulation  D, a copy of which  definition is
  attached  hereto as Exhibit D. The  Subscriber  has not been  furnished with any
  offering  materials  or  literature  relating  to  the  offer  and  sale  of the
  securities.  The  Subscriber  have  obtained  and  reviewed  the  copies  of the
  Company's  Form  10-KSB  Annual  Report for the most  recent year ended June 30,
  1996,  and Form 10-Q for the most recent fiscal  quarter ended and copies of all
  Form 8-K Reports  from the  beginning of the past fiscal year to the date hereof
  and are aware that the Company has continued to sustain losses.
  
           2.3 Economic Risk. The Subscriber  understands and acknowledges that an
  investment  in the  Convertible  Debentures  involves  a high  degree  of  risk,
  including a possible total loss of investment. The Subscriber represents that it
  is  able  to  bear  the  economic  risk  of an  investment  in  the  Convertible
  Debentures.  In making this  statement  the  Subscriber  hereby  represents  and
  warrants  that  the   Subscriber   has  adequate  means  of  providing  for  the
  Subscriber's  current needs and contingencies;  the Subscriber is able to afford
  to hold the Convertible  Debentures for an indefinite  period and the Subscriber
  further represents that the
  
                                                       23
  Subscriber has such  knowledge and experience in financial and business  matters
  that the  Subscriber  is  capable  of  evaluating  the  merits  and risks of the
  investment  in the  Convertible  Debentures  to be received  by the  Subscriber.
  Further, the Subscriber  represents that it has no present need for liquidity in
  such Convertible Debentures.
  
           2.4  No  Government   Recommendation   or  Approval.   The   Subscriber
  understands  that no United States  federal or state agency or similar agency of
  any other country has passed upon or made any  recommendation  or endorsement of
  the Company, this transaction or the subscription of the Securities.
  
           2.5 No  Directed  Selling  Efforts in Regard to this  Transaction.  The
  Subscriber  has not  conducted  any  "directed  selling  effort" as that term is
  defined in Rule 902 of Regulation S. Such activity includes, without limitation,
  the mailing of printed material to investors  residing in the United States, the
  holding  of  promotional  seminars  in  the  United  States,  the  placement  of
  advertisements  with radio or  television  stations  broadcasting  in the United
  States or in publications with a general circulation in the United States, which
  discuss the offering of Shares.
  
           2.6  No  Registration.  Subscriber  understands  that  the  Convertible
  Debentures and the Shares issuable upon conversion of the Convertible Debentures
  have not been  registered  under the Act and are being offered and sold pursuant
  to an exemption  from  registration  contained in the Act based in part upon the
  representations of Subscriber  contained herein. The Common Stock does, however,
  carry  certain  registration  rights  as set  forth in the  Registration  Rights
  Agreement  executed by the parties hereto in the form attached hereto as Exhibit
  E (the "Registration Rights Agreement").
  
           2.7  No  Public   Solicitation.   Without  conducting  any  independent
  investigation, Subscriber knows of no public solicitation or advertisement of an
  offer in  connection  with the  proposed  issuance  and sale of the  Convertible
  Debentures.
  
           2.8  Investment   Intent.   Subscriber  is  acquiring  the  Convertible
  Debentures  to be  issued  and sold  hereunder  (and the  Shares  issuable  upon
  conversion of the  Convertible  Debentures)  for the Subscriber' own account (or
  for beneficiaries'  accounts over which the Subscriber has investment discretion
  but no discretionary voting or dispositive authority). Subscriber and each other
  party acquiring  Convertible  Debentures and the Shares issuable upon conversion
  of the  Convertible  Debentures  pursuant to this  Agreement  are  acquiring the
  Securities  for  investment  and not  with a view to the  distribution  thereof.
  Subscriber  understands  that  except  as set forth in the  Registration  Rights
  Agreement,  the Company has no present intention of registering any such sale of
  the Convertible Debentures or such Shares. Subscriber represents and warrants to
  the Company that it has no present plan or intention of selling the  Convertible
  Debentures  or the  Shares  in the  United  States,  has  made no  predetermined
  arrangements to sell the Convertible Debentures or the Shares other than as
  
                                                       24
  provided  in the  Registration  Rights  Agreement  and that the  offering by the
  Company  of  the  Securities  to  the   Subscriber,   as  contemplated  in  this
  Subscription Agreement (the "Offering"),  together with any subsequent resale by
  Subscriber of the Convertible Debentures or the Shares, is not part of a plan or
  scheme to evade the registration provisions of the Act. Subscriber currently has
  no short  position in the Shares,  including any short call position or any long
  put position or any contract or  arrangement  that has the effect of eliminating
  or substantially diminishing the risk of ownership of the Convertible Debentures
  or the  Shares,  nor has  Subscriber  engaged in any  hedging  transaction  with
  respect to the Convertible  Debentures or the Shares.  Subscriber covenants that
  neither  Subscriber  nor its  affiliates  nor any person  acting on its or their
  behalf  has the  intention  of  entering,  or will enter  during the  Restricted
  Period, into any put option,  short position or any hedging transaction or other
  similar  instrument  or position with respect to the Shares or securities of the
  same class as the Shares and neither  Subscriber  nor any of its  affiliates nor
  any person  acting on its or their  behalf will use at any time Shares to settle
  any put option,  short position or other similar instrument or position that may
  have been entered into prior to the execution of this Agreement.
  
           2.9 No Sale in Violation of the Act.  Subscriber further covenants that
  Subscriber  will  not make  any  sale,  transfer  or  other  disposition  of the
  Convertible  Debentures  or  the  Shares  in  violation  of the  Act  (including
  Regulation  S) any state  securities  laws or the rules and  regulations  of the
  Securities and Exchange Commission (the "Commission") promulgated thereunder.
  
           2.10  Incorporation  and  Authority.  Subscriber has the full power and
  authority  to execute,  deliver and perform  this  Agreement  and to perform its
  obligations  hereunder.  This  Agreement has been duly approved by all necessary
  action of Subscriber,  including any necessary  shareholder  approval,  has been
  executed by persons duly  authorized by Subscriber,  and constitutes a valid and
  legally  binding  obligation of Subscriber,  enforceable in accordance  with its
  terms.
  
           2.11 No Reliance on Tax Advice.  Subscriber  has reviewed with his, her
  or its own tax advisors the foreign,  federal,  state and local tax consequences
  of this investment,  where applicable, and the transactions contemplated by this
  Agreement.  Subscriber  is  relying  solely  on  such  advisors  and  not on any
  statements  or  representations  of  the  Company  or  any  of  its  agents  and
  understands  that  Subscriber  (and not the Company)  shall be  responsible  for
  Subscriber  own  income  tax  liability  that  may  arise  as a  result  of this
  investment or the transactions contemplated by this Agreement.
  
           2.12 Independent Legal Advice..  Subscriber and the Company acknowledge
  that each has had the opportunity to review this Agreement and the  transactions
  contemplated  by this  Agreement and has consulted  with its own legal counsel ,
  and other  advisors  prior to  execution of the within  Agreement,  and that the
  Company will pay the fees and expenses  with respect to the within  transaction,
  including  all  filing  fees with  respect  to the UCC 1 liens as  provided  for
  herein, and agrees that the UCC 1 filings will be made within five (5) days of
  
                                                       25
  closing in addition to payment of 10% of the gross amount of each Debenture
  purchased by Subscriber to Monetary Advancement International Inc. on closing.
  
           2.13 Compliance.  If Subscriber becomes subject to Section 13(d) of the
  Exchange Act, Subscriber will duly file the required Schedule thereunder.
  
           2.14  Not an  Affiliate.  Subscriber  is not an  officer,  director  or
  "affiliate" (as that term is defined in Rule 405 of the Act) of the Company.
  
       2.15 No Pledges.  Subscriber has not pledged the  Securities,  and will not
  pledge the  Securities  during the  Restricted  Period (as  defined  below),  as
  collateral in a margin account or otherwise with a U.S. person.
  
       2.16 No  Inquiries.  Subscriber  has not been the  subject of a  regulatory
  inquiry by the Commission.
  
           2.17 Each distributor  participating in the offering of the Securities,
  if any, has agreed in writing that all offers and sales of the Securities  prior
  the  expiration  of a period  commencing on date of the  transaction  and ending
  forty (40) days  thereafter  shall be made in  compliance  with the Issuer  Safe
  Harbour,  pursuant to registration of Securities under Securities Act of 1933 or
  pursuant to an exemption.
           Subscriber  understands that the Purchased Shares are being offered and
  sold to it in reliance of specific exemptions from the registration requirements
  of Federal and State  Securities  laws and that the Company is relying  upon the
  truth   and   accuracy   of   the   representations,   warranties,   agreements,
  acknowledgments  and  understandings  of Subscriber set forth herein in order to
  determine the applicability of such exemptions and the suitability of Subscriber
  to acquire the Securities.
           Subscriber  agrees to indemnify  and hold the Company or its agents and
  their  respective  officers,  directors and shareholders or any other person who
  may be deemed to  control  the  Company or its  agents  harmless  from any loss,
  liability,  claim,  damage or expense,  arising out of the  inaccuracy of any of
  Subscriber's  representations,  warranties or statements or the breach or any of
  the agreements contained herein.
  
  3.       Resales
  
           Subscriber  acknowledges  and agrees that the  Securities  may and will
  only  be  resold  (a)  in  compliance  with  Regulation  S;  (b)  pursuant  to a
  Registration  Statement  under the Act;  or (c)  pursuant to an  exemption  from
  registration under the Act.
  
  4.       Legends;  Subsequent Transfer of Securities
  
           4.1 Legends. The certificate(s) representing the Convertible Debentures
  shall bear the legend set forth  below and any other  legend,  if such legend or
  legends are reasonably
  
                                                       26
  required to comply with state,  federal or foreign law.  Assuming that there are
  no changes in the  material  facts set forth in Section 2 of this  Agreement  or
  applicable law from the date hereof until the date of conversion, and subject to
  the Company's  transfer agent's receipt of a legal opinion from legal counsel to
  the Company, all certificates representing the Shares into which the Convertible
  Debentures are converted after the Restricted Period shall not bear a legend.
  
           "The Convertible Debentures of Thermo-Mizer  Environmental,  Corp. (the
           "Issuer")  represented by this certificate have been issued pursuant to
           Regulation S, promulgated  under the Securities Act of 1933, as amended
           (the  "Act"),  and  have  not  been  registered  under  the  Act or any
           applicable  state  securities  laws. These shares may not be offered or
           sold  within  the  United  States or to or for the  account  of a "U.S.
           Person"  (as that term is  defined in  Regulation  S) during the period
           commencing on the sale of these  securities  and ending on the fortieth
           (40th) day  following  completion  of the  Regulation S offering of the
           Issuer pursuant to which these shares have been issued, which day is
                      1997 (the "Restricted Period").  The Convertible  Debentures
           represented  by this  certificate  may first be  converted  into common
           stock of the  issuer on [41 days from the date of  issue].  The  Issuer
           will  notify  the  transfer  agent  of the date of  completion  of such
           offering and of the expiration of such Restricted Period."
  
           4.2 Transfers. Subject to receipt of a legal opinion from legal counsel
  to the Company,  the Company  agrees,  and shall  instruct its agents,  that the
  Securities may be transferred to any person or entity who is not an affiliate of
  the Company if such transfer occurs after the Restricted Period, without (a) any
  further  restriction  on transfer  (provided  the transfer is made in compliance
  with  the  Act) or (b)  the  entry  of a  "stop  transfer"  order  against  such
  Securities,  and the  Securities  delivered to the  transferee  shall not bear a
  legend.  The Company may place a stop transfer  order on any Common Stock issued
  upon conversion of the Convertible  Debentures  during the Restricted Period for
  the  duration of the  Restricted  Period.  Upon  election by the  Subscriber  to
  convert the Convertible  Debentures into Shares, the Subscriber shall deliver to
  the Company a duly completed  Notice of Conversion (a "Notice of Conversion") in
  the form attached to this Agreement.
  
  5.    Issuance of Further Securities
  
           5.1 Right of First  Offer.  If at any time  within one  hundred  twenty
  (120) days of the date hereof the Company wishes to effect any financing through
  a private placement of debt or equity securities (or securities convertible into
  equity  securities),  the  Company  will  first  offer  Subscriber  the right to
  participate in such financing on the same terms offered by such other party.
  
                                                       27
  6.  Representations,  Warranties  and  Covenants  of  Company  The  Company
  represents  and warrants to and covenants  with the  Subscriber as follows:  6.1
  Organization,  Good Standing,  and  Qualification.  The Company is a corporation
  duly  organized,  validly  existing and in good  standing  under the laws of the
  State of Delaware and has all requisite  corporate  power and authority to carry
  on its business as now conducted and as proposed to be conducted. The Company is
  duly qualified to transact business and is in good standing in each jurisdiction
  in which the failure to so qualify would have a material  adverse  effect on the
  business or properties of the Company and its subsidiaries taken as a whole. The
  Company  is not the  subject of any  pending  or, to its  knowledge,  threatened
  investigation  or  administrative  or legal  proceeding by the Internal  Revenue
  Service,  the  taxing  authorities  of any state or local  jurisdiction,  or the
  Securities and Exchange  Commission which have not been disclosed in the reports
  referred to in Section 6.5 below.
  
           6.2 Corporate Condition. None of the Company's filings made pursuant to
  the Exchange Act,  including,  but not limited to, those  reports  referenced in
  Section 6.5 below,  contains any untrue statement of a material fact or omits to
  state a material fact necessary in order to make the  statements  made, in light
  of the circumstances under which they were made, not misleading. There have been
  no material adverse changes in the Company's  business,  properties,  results of
  operations,  condition  (financial or otherwise) or prospects  since the date of
  those reports which have not been  disclosed to Subscriber in writing,  provided
  that Subscriber are aware that the Company has continued to sustain losses since
  the date of the most recent Report on Form 10-QSB.
  
           6.3 Authorization. All corporate action on the part of the Company, its
  officers, directors and shareholders necessary for the authorization,  execution
  and  delivery  of  this  Agreement  and  the  Convertible  Debentures,  and  the
  performance of all  obligations of the Company  hereunder and thereunder and the
  authorization, issuance (or reservation for issuance) and delivery of the Common
  Stock issuable upon  conversion of the  Convertible  Debentures have been taken,
  and each of this Agreement and the Convertible  Debentures constitutes valid and
  legally binding obligations of the Company, enforceable in accordance with their
  respective terms.
  
           6.4 Valid  Issuance of  Convertible  Debenture and Common  Stock.  When
  executed and delivered in accordance with the terms hereof for the consideration
  expressed  herein,  the Debenture  will have been issued in compliance  with all
  applicable  U.S.  federal and state  securities  laws. The Common Stock issuable
  upon conversion of the Convertible Debentures when issued in accordance with the
  terms thereof, shall be duly and validly issued and outstanding,  fully paid and
  non-assessable,  free and clear of any claims or  pre-emptive  rights,  and will
  have been  issued in  compliance  with all  applicable  U.S.  federal  and state
  securities laws.
  
       6.5 Current Public Information. The Company represents and warrants to the
                                                       28
  Subscriber that the Company is a "reporting issuer" as defined in Rule 902(1) of
  Regulation S and it has a class of securities  registered under Section 12(g) of
  the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and has
  filed all the materials required to be filed as reports pursuant to the Exchange
  Act for a period of at least  twelve  months  preceding  the date hereof (or for
  such shorter  period as the Company was required by law to file such  material).
  All  such  reports  complied  in  all  material  respects  with  all  applicable
  requirements   of  Federal   Securities  laws  and  the  rules  and  regulations
  promulgated  thereunder.  The Subscriber  have obtained  copies of the Company's
  Form 10-KSB  Annual Report for the most recent year ended June 30, 1996 and Form
  10-Q for the most recent fiscal quarter ended and copies of all Form 8-K Reports
  from the beginning of the Company's past fiscal year to the date of execution of
  the within Agreement.  Additionally, the Company warrants and represents that it
  is qualified  under  Regulation S as said  Regulation is made and provided,  and
  that it will file all  disclosure  reports with the SEC and NASDAQ as prescribed
  in a timely manner.
  
           6.6 No  Directed  Selling  Efforts in Regard to this  Transaction.  The
  Company  has  not,  and to the  best  of the  Company's  knowledge  neither  the
  Subscriber nor any  distributor,  if any,  participating  in the offering of the
  Securities  nor any person  acting for the Company or any such  distributor  has
  conducted any "directed  selling efforts" as that term is defined in Rule 902 of
  Regulation S. Such activity includes,  without limitation, the making of printed
  material to investors  residing in the United States, the holding of promotional
  seminars in the United  States,  the placement of  advertisements  with radio or
  television stations  broadcasting in the United States or in publications with a
  general circulation in the United States,  which discuss the offering of Shares.
  The Company  represents  and warrants that the Offering is not part of a plan or
  scheme to evade the registration provisions of the Act.
  
           6.7 No - Conflicts.  The execution  and delivery of this  Agreement and
  the  consummation  of  the  issuance  of the  Securities  and  the  transactions
  contemplated  by this Agreement do not and will not conflict with or result in a
  breach by the  Company of any of the terms or  provisions  of, or  constitute  a
  default under, the Certificate of Incorporation or bylaws of the Company, or any
  indenture, mortgage, deed of trust or other agreement or instrument to which the
  Company is a party or by which it or any of its  properties or assets are bound,
  or any existing  applicable decree,  judgment or order of any court,  Federal or
  State regulatory body,  administrative  agency or other governmental body having
  jurisdiction over the Company or any of its properties or assets.
  
           6.8  Issuance  of  Securities.  The  Company  will  issue  one or  more
  certificates  representing the Convertible  Debentures in the name of Subscriber
  in such  denominations to be specified by the Subscriber prior to closing.  Upon
  conversion of the  Convertible  Debentures in accordance  with their terms,  the
  Company will issue one or more certificates  representing  Shares in the name of
  Subscriber  and in such  denominations  to be specified by  Subscriber  prior to
  conversion  (if  shares  are  converted   during  the  restrictive   period  the
  appropriate  legend  will be  endorsed  on said  certificate).  The Shares to be
  issued  upon  conversion  of the  Convertible  Debentures  shall  not  bear  any
  restrictive  legends and shall be freely  tradeable,  subject to compliance with
  federal and state securities laws and the terms of the Convertible Debentures.
  
                                                       29
  The Company further warrants that no instructions other than these instructions,
  and instructions  for a "stop transfer" until the end of the Restricted  Period,
  have  been or will be given to the  transfer  agent and also  warrants  that the
  Shares shall  otherwise be freely  transferable  by  Subscriber on the books and
  records of the Company subject to compliance  with federal and state  securities
  laws,  the receipt of a legal  opinion from legal counsel to the Company and the
  terms of the Convertible Debentures.  The Company will notify the transfer agent
  of the date of  completion  of the Offering and of the date of expiration of the
  Restricted  Period.  Nothing in this section shall affect in any way Subscriber'
  obligations  and agreement to comply with all  applicable  securities  laws upon
  resale of the Securities.
  
           6.9 No Action.  The  Company has not taken and will not take any action
  that will affect in any way the running of the Restricted  Period or the ability
  of  Subscriber to resell freely the  Securities  in accordance  with  applicable
  securities laws and the Agreement.
  
           6.10  Compliance  with Laws. As of the date hereof,  the conduct of the
  business of the Company  complies in all  material  respects  with all  material
  statutes,  laws, regulations,  ordinances,  rules, judgments,  orders or decrees
  applicable thereto. The Company has not received notice of any alleged violation
  of any statute, law, regulations,  ordinance,  rule, judgement,  order or decree
  from any  governmental  authority.  The Company shall comply with all applicable
  securities  laws with respect to the sale of the  Securities,  including but not
  limited  to the  filing  of all  reports  required  to be  filed  in  connection
  therewith with the  Securities and Exchange  Commission or any stock exchange or
  the NASDAQ Stock Market or any other regulatory authority.
  
           6.11 Litigation.  Except as disclosed in the Company's Annual Report on
  Form 10-KSB, its Form 8-K Reports, or any Quarterly Reports on Form 10-QSB filed
  since the date of such  Form  10-KSB,  there is no  action,  suit or  proceeding
  before or by any court or governmental agency or body, domestic or foreign,  now
  pending or, to the  knowledge of the Company,  threatened,  against or affecting
  the Company,  or any of its  properties,  which could  reasonably be expected to
  materially and adversely affect the properties or assets of the Company.
  
       6.12 No U.S.  Offering.  The Company represents that it has not offered the
  Securities to the Subscriber or any Investor in the U.S. or to any person in the
  United States or any U.S. person. See II(i) of Debenture.
  
           6.13  Disclosures.  There is no fact known to the  Company  (other than
  general  economic  conditions  known to the public  generally) that has not been
  disclosed in writing to the Subscriber that (a) could  reasonably be expected to
  have a material adverse effect on the business, properties, condition (financial
  or otherwise)  or results of  operations  or prospects of the Company,  or which
  could  reasonably be expected to materially and adversely  affect the properties
  or assets of the Company or (b) could  reasonably be expected to materially  and
  adversely affect the ability of the Company to perform its obligations  pursuant
  to this
  
                                                       30
  Subscription Agreement and the issuance of the Convertible Debentures hereunder.
  
           6.14  Commissions.  Except for a fee which is payable by the Company by
  separate  agreement,  no other person,  firm or corporation  will be entitled to
  receive any brokerage fee,  commission or other similar payment from the Company
  in connection with the consummation of the transaction  contemplated  hereby and
  the Company shall not make any such payment to any person,  firm or  corporation
  other than as stated herein.
  
           6.15 Capitalization.  The Company, as of the date of the Closing,  will
  have  outstanding the number of shares of Common Stock,  Convertible  Debentures
  and Warrants as set forth on
  Exhibit F.
  
  7..
  Additional Covenants of Company
  
           7.1  Accountants.  For as long  as any  Convertible  Debentures  remain
  outstanding,  the Company  shall,  until at least the second  anniversary of the
  date of the Closing (the "Closing Date"),  maintain as its independent  auditors
  an accounting firm that is authorized to practice before the SEC.
  
           7.2  Corporate  Existence  and  Taxes.  For as long as any  Convertible
  Debentures  remain  outstanding,  the Company  shall,  until at least the second
  anniversary  of the Closing  Date,  maintain  its  corporate  existence  in good
  standing,  and shall  pay all its  taxes  when due  except  for taxes  which the
  Company  disputes in good faith and for which adequate  reserves are established
  on the Company's books and records.
  
       7.3 Reserved Shares and Listings. For so long as any Convertible Debentures
  remain outstanding:
  
          (a)    the Company will reserve from its authorized but unissued  shares
                 of Common Stock ("Common Stock") a sufficient number of Shares to
                 permit the conversion in full of the outstanding principal amount
                 of Convertible Debentures; and
  
          (b)    the Company will maintain the listing of its Shares on the NASDAQ
                 or NASDAQ Small Cap Market; and
  
          (c)    until  such  time  as  Subscriber   has  converted  100%  of  the
                 Convertible   Debentures  into  Shares,   the  Company  will  not
                 repurchase   its  Common  Stock  or  otherwise   enter  into  any
                 transaction  (including  stock split,  recapitalization  or other
                 transaction)  which  would  cause a decrease in the number of its
                 shares  of  Common  Stock  issued  and  outstanding  (other  than
                 transactions  that  similarly  decrease  the  number of shares of
                 Common Stock into which the Debentures are Convertible).
  
                                                       31
  7.4  Liquidated  Damages  for  Late  Conversion.  As set  forth  in the
  Convertible  Debenture,  the  Company  shall use its best  efforts  to issue and
  deliver,  within seven (7) business days after the  Subscriber has fulfilled all
  conditions  and submitted to the Company or its counsel all necessary  documents
  duly executed and in proper form required for conversion  (the  "Deadline"),  to
  the  Subscriber or any party  receiving the  Convertible  Debentures by transfer
  from the Subscriber (together with the Subscriber,  a "Holder"),  at the address
  of the Holder on the books of the Company, a certificate or certificates for the
  number of Shares of Common  Stock to which the  Holder  shall be  entitled.  The
  Company  understands  that a delay in the issuance of the Shares of Common Stock
  beyond the Deadline could result in economic loss to the Holder. As compensation
  to the Holder for such loss,  and not as a penalty,  the  Company  agrees to pay
  liquidated  damages to the Holder for late issuance of Shares upon conversion in
  accordance  with the  following  schedule  (where  "No.  Business  Days Late" is
  defined as the number of business days beyond seven  business days from the date
  of receipt by the Company of a Notice of Conversion  duly executed and in proper
  form required for conversion,  including the original Convertible  Debentures to
  be converted,  all in accordance with this Agreement,  the Convertible Debenture
  and the requirements of the transfer agent):
  
         No. Business Days Late                      Liquidated Damages
                                                     (per one hundred thousand
                                                  dollars of Convertible Debenture
                                                     outstanding)
  
                  1                                  $100
                  2                                  $200
                  3                                  $300
                  4                                  $400
                  5                                  $500
                  6                                  $600
                  7                                  $700
                  8                                  $800
                  9                                  $900
                  10                                 $1,000
         >        10                                 $1,000 + an additional
                                                     $200 for each Business
                                                     Day Late beyond 10 days
  
           The Company shall pay the Holder any liquidated  damages incurred under
  this  Section by wire  transfer  of  immediately  available  funds to an account
  designated  by Holder upon the earlier to occur of (i) issuance of the Shares to
  the Holder or (ii) each  monthly  anniversary  of the  receipt by the Company of
  such Holder's  Notice of  Conversion.  Nothing  herein shall waive the Company's
  obligations to delivery Shares upon a conversion of the  Convertible  Debentures
  or limit the  Subscriber's  right to pursue  actual  damages  for the  Company's
  failure  to issue  and  deliver  shares  of Common  Stock to the  Subscriber  in
  accordance with the terms of the Convertible Debenture.
  
                                                       32
  7.5  Conversion  Notice.  The Company  agrees that,  in addition to any
  other  remedies  which may be available to the  Subscriber,  including,  but not
  limited to, remedies available under Section 7.4 of this Agreement, in the event
  the Company fails for any reason to effect delivery to the Subscriber or counsel
  to Subscriber of  certificates  representing  Shares within seven  business days
  following  receipt by the Company of a Notice of Conversion,  Subscriber will be
  entitled  to revoke  the Notice of  Conversion  by  delivering  a notice to such
  effect to the Company  whereupon  the Company and the  Subscriber  shall each be
  restored to their  respective  positions  immediately  prior to delivery of such
  Notice of Conversion.
  
           7.6 Opinion of Counsel.  Subscriber shall, prior to the purchase of the
  shares of Convertible Debentures,  receive an opinion letter from counsel to the
  Company,  to the effect  that (i) the Company is duly  incorporated  and validly
  existing; (ii) this Agreement,  the issuance of the Convertible Debentures,  and
  the issuance of the Common Stock upon conversion of the  Convertible  Debentures
  have been duly approved by all required  corporate action,  and that the Shares,
  upon due  issuance,  shall be  validly  issued and  outstanding,  fully paid and
  non-assessable;  (iii) this Agreement, the Convertible Debentures when executed,
  delivered and paid for in accordance with the terms hereof and the  Registration
  Rights Agreement are valid and binding  obligations of the Company,  enforceable
  in accordance with their terms,  except as enforceability of any indemnification
  provisions may be limited by principles of public policy, and subject to laws of
  general application relating to bankruptcy, insolvency and the relief of debtors
  and rules of laws governing specific  performance and other equitable  remedies;
  and (iv) based upon the  representations  and warranties of the Company and each
  Subscriber in the Offering,  the offer and sale of the Convertible Debentures to
  the Subscriber is exempt from the  registration  requirements  of the Securities
  Act;  except that with respect to the  foregoing  opinions  counsel may add such
  qualifications  as are consistent  with firm  practice,  including an assumption
  that  the  transaction  does  not  constitute  a plan or  scheme  to  evade  the
  registration provisions of the Act.
  
           7.7 Consultation with Legal Counsel. The Company shall consult with its
  legal counsel regarding its Exchange Act filing requirements including,  but not
  limited  to, the  possible  obligation  of the  Company to file Form 8-K and all
  other  applicable  reporting forms as required.  The Company agrees that it will
  maintain its trading  listing on NASDAQ system during the terms of the Debenture
  or  Debentures,  but such covenant is subject to any effect that the issuance or
  conversion of the  Debentures may have on such listing  subject to  Registration
  Rights.
  
           7.8      Changes in Regulation S.
  
           (a) During the  twenty-four  month  period  following  issuance  of the
  Debentures,  if there is any  change in  Regulation  S that would  restrict  the
  conversion  of the  Debentures  into  Common  Stock  according  to the terms and
  conditions set forth in this Agreement then in such event  Subscriber may notify
  the  Company  in writing  that  Purchaser  holds at least 10% of the  Debentures
  remaining  to be  converted  and demands  that the Company  file a  registration
  statement  under the 1933 Act covering the  registration  of all the Purchaser's
  Common Stock
  
                                                       33
  issuable  upon  conversion  ("Registrable  Securities").  Upon  receipt  of such
  notice,  the  Company  shall  use  its  best  efforts  to,  effect  as  soon  as
  practicable, and in any event within 90 days of the receipt of such request, the
  registration  under  the  1933  Act  of all  Registrable  Securities  which  the
  Purchaser  requests (a "Demand  Registration").  All such action required by the
  Company to complete  the  registration  shall be done as soon as possible at the
  Company's sole cost and expense.
  
           (b) If the Purchaser  initiating  the  registration  request  hereunder
  ("Initiating  Purchaser")  intends  to  distribute  the  Registrable  Securities
  covered  by their  request by means of an  underwriting,  he shall so advise the
  Company  as a part of their  request  made  pursuant  to this  Section 7 and the
  Company  shall include such  information  in the written  notice  referred to in
  subsection  7(a).  In such  event,  the right of any  Purchaser  to include  his
  Registrable  Securities  in such  registration  shall be  conditioned  upon such
  Purchase's  participation  in  such  underwriting  and  the  inclusion  of  such
  Purchaser's Registrable Securities in the underwriting. All Purchasers proposing
  to  distribute  their  Common  Stock  through  such  underwriting  agreement  in
  customary  form  with  the  underwriter  or   underwriters   selected  for  such
  underwriting  by a  majority  in  interest  of the  Initiating  Purchasers,  and
  reasonably  acceptable  to the  Company;  provided  that no  Purchaser  shall be
  required to make any representations other than with respect to its ownership of
  Registered Securities and its intended method of distribution. The Company shall
  only be  obligated  to take  such  action  if the  owners of at least 50% of the
  outstanding dollar amount of the Debentures requests such registration.
  
           (c) The Company is not obligated to effect a demand  registration under
  this  Section 7 if in the written  opinion of counsel to the Company  reasonably
  acceptable to the person or persons from whom written  request for  registration
  has been received (and  satisfactory  to the Company's  transfer agent to permit
  the  transfer)  that  registration  under the 1933 Act is not  required  for the
  immediate public transfer of the Registrable  Securities pursuant to Rule 144 or
  other applicable provisions.
  
           (d)  The  Company   represents  that  it  is  eligible  to  effect  the
  registration  contemplated  hereof on Form S-3, S-1 or SB-2 and will continue to
  take such actions as are necessary to maintain such eligibility.
  
           (e) If the Company is not eligible to effect a Registration  under form
  S-3, SB-2, S-1 or comparable form at the time of a Demand Registration under the
  terms of  Section  7(A) of this  Agreement,  then the  Company  shall pay to all
  Purchasers  of  outstanding  Debentures a penalty equal to 2% payable in cash or
  stock at the  Company's  option,  for each 30 day  period  beyond 60 days of the
  receipt  of a request  for a Demand  Registration  until  such  registration  is
  complete. If, on the date (the "Conversion Eligibility Date") that the Debenture
  become eligible for conversion into Common Stock, the Common Stock is not listed
  on the National Market System or National Stock Exchange, then the Company shall
  pay to all Purchasers of outstanding  Debentures that are eligible for immediate
  conversion a penalty equal to the amount of the Conversion  Default  Penalty for
  each day beyond the Conversion Eligibility Date until such listing is complete.
  
                                                       34
  (f) If (but without any  obligation  to do so) the Company  proposes to
  register (including for this purpose a registration  effected by the company for
  shareholders  other than the  Purchaser)  any of its Common Stock under the 1933
  Act in  connection  with the public  offering of such  securities  (other than a
  registration  relating  solely to the sale of  securities to  participants  in a
  Company stock plan or a registration of Form S-4, promulgated under the 1933 Act
  or  any   successor  or  similar  form   registering   stock   issuable  upon  a
  reclassification  ,  upon  a  business  combination  involving  an  exchange  of
  securities  or upon an exchange  offer for  securities  of the issuer or another
  entity),  the Company shall, at such time,  promptly give each Purchaser written
  notice of such registration. Upon the written request of each Purchaser given by
  fax within ten (10) days after  mailing  of such  notice by the  Company,  which
  request shall state the intended  method of  disposition  of such shares by such
  Purchaser,  the Company shall cause to be  registered  under the 1933 Act of all
  the  Registrable  Securities  that  each  such  Purchaser  has  requested  to be
  registered (a "Piggyback Registration").
  
           7.9  Registration  Rights.  The Company will grant the  Subscriber  the
  registration   rights   covering  the  Shares  issuable  on  conversion  of  the
  Convertible  Debentures on substantially  the terms of the  Registration  Rights
  Agreement  and the  terms  of  Section  7.8 are  subject  to the  terms  of such
  Registration Rights Agreement.
  
  8.       Conditions to Closing; Deliveries at Closing.
  
           (a)      Conditions  to   Subscriber's   obligations   to  close.   The
                    obligations  of the  Subscriber  to purchase  the  Convertible
                    Debentures   offered   hereunder   are   conditioned   on  the
                    fulfillment or waiver of the following:
  
                    (i)  the  execution  and  delivery  of  this  Agreement,   the
                    Registration  Rights  Agreement,  the Escrow  Agreement and an
                    Irrevocable  Instruction  to the Transfer Agent in the form of
                    Exhibit G attached hereto by the Company;
  
                    (ii) all the  representations and warranties of the Company in
                    this Agreement as of the date hereof shall be true and correct
                    at the Closing as if made on such date,  and the Company shall
                    have performed all actions required hereunder;
  
                    (iii)  Subscriber  shall have  received  the  opinion of legal
                    counsel to the Company to the effect set forth in Section 7.6;
                    and
  
                    (iv) the Company  shall not have  defaulted  on any  long-term
                    debt  (including  but  not  limited  to any  other  series  of
                    convertible debentures or the Convertible Debentures).
  
           (b)      Conditions  to  the  Company's   obligations  to  close.   The
                    obligations of the Company to purchase Convertible  Debentures
                    offered hereunder are conditioned on the fulfillment or waiver
                    of the following:
  
                                                       35
  (i)  the  execution  and  delivery  of  this  Agreement,   the
                    Registration  Rights Agreement and the Escrow Agreement by the
                    Subscriber; and
  
                    (ii) all representations and warranties of the Subscriber made
                    in this  Agreement  as of the  date  hereof  shall be true and
                    correct  at the  Closing  as if  made on  such  date,  and the
                    Subscriber   shall  have   performed   all  actions   required
                    hereunder.
  
                    (iii) The  execution of all Officer  Certificates  and special
                    representations required by Subscriber.
  
  9.       Governing Law
  
           This  Agreement  shall be governed by and construed in accordance  with
  the laws of the State of New York,  U.S.A.  applicable to agreements made in and
  wholly to be  performed in that  jurisdiction  with regards to the choice of law
  rules of such state,  except for matters  arising  under the Act or the Exchange
  Act which  matters shall be construed and  interpreted  in accordance  with such
  laws. Any action brought to enforce, or otherwise arising out of, this Agreement
  shall be heard and  determined in either a Federal or state court sitting in the
  County of New York,  State of New York, and the parties  consent to jurisdiction
  in the State of New York.
  
  10.   Entire Agreement; Amendment
  
           This Agreement,  the Convertible  Debentures,  the Registration  Rights
  Agreement and the other documents  delivered pursuant hereto constitute the full
  and entire  understanding  and agreement  between the parties with regard to the
  subjects  hereof and  thereof,  and no party shall be able or bound to any other
  party in any manner by any warranties,  representations  or covenants  except as
  specifically set forth herein or therein.  Except as expressly  provided herein,
  neither this Agreement nor any term hereof may be amended, waived, discharged or
  terminated other than by a written  instrument  signed by the party against whom
  enforcement of any such amendment, waiver, discharge or termination is sought.
  
  11.   Notices, Etc.
  
        Any notice,  demand or request required or permitted to be given by either
        the  Company or the  Subscriber  pursuant  to the terms of this  Agreement
        shall be in writing and shall be deemed given when delivered personally or
        by facsimile, with a hard copy to follow by two day
  
                                                       36
  courier addressed to the parties at the addresses of the parties set forth
        at the end of this  Agreement or such other address as a party may request
        by notifying the other in writing.
  
  12.      Amount
  
           The  undersigned   Subscriber   hereby  subscribes  for  a  Convertible
  Debenture  with an in the principal  amount of One Hundred  Twenty Five Thousand
  Dollars  ($125,000)(U.S.),  and has the irrevocable  right to assign or transfer
  without  consent  all or any  part  of the  debentures  to  investors  that  are
  qualified  under  Regulation S of the Securities Act at any time during the term
  of the debentures. The Subscriber agrees to notify the Company of any assignment
  or transfer within ten (10) days of said transfer or assignment.
  
           The undersigned  Subscriber  acknowledges that this subscription  shall
  not be effective unless accepted by the Company as indicated below.
  
  This Subscription Is Accepted by the Company on the day of July, 1997.
  
                                             Thermo-Mizer Environmental, Corp.
  
                                             By:
                                             Print Name:
                                             Title:
  
                                              Signature
  
                                                       37
  EXHIBIT 10.3               Form of Escrow Agreement
  
                                                       38
  EXHIBIT 10.3
                                                ESCROW AGREEMENT
  
                 THIS  ESCROW  AGREEMENT,   dated  the  day  of  ,  1997  ("Escrow
  Agreement")  is by and  among  THERMO-MIZER  ENVIRONMENTAL,  CORP.,  a  Delaware
  corporation  ("Issuer"),  the  subscribers  listed on Exhibit A attached  hereto
  (each a "Subscriber" and collectively the "Subscribers");  and , as Escrow Agent
  hereunder ("Escrow Agent" ) and , as Consultant.
  
                                                   BACKGROUND
  
        A. Issuer has engaged Consultant to assist it in locating offshore persons
  to purchase of $500,000 aggregate principal amount of 5% Convertible  Debentures
  (the  "Debentures")  convertible  into shares of common stock of the Issuer (the
  "Shares"),  pursuant to the  Regulation  S  Securities  Subscription  Agreements
  attached hereto as Exhibit A  (collectively  the  "Subscription  Agreements" and
  individually a "Subscription Agreement").
  
        B. In accordance  with the  Subscription  Agreements,  Subscribers for the
  Debentures  will be  required  to  submit  full  payment  for  their  respective
  investment at the time they execute the Subscription Agreements.
  
        C. All payments  received by Consultant in connection  with  subscriptions
  for Debentures shall be promptly forwarded to Escrow Agent, and Escrow Agent has
  agreed to  accept,  hold,  and  disburse  such funds  deposited  with it and the
  earnings thereon in accordance with the terms of this Escrow Agreement.
  
        D.  In  order  to  establish  the  escrow  of  funds  and  to  effect  the
  consummation of the transaction contemplated by the Subscription Agreements, the
  parties hereto have entered into this Escrow Agreement.
  
                                             STATEMENT OF AGREEMENT
  
        NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
  sufficiency  of  which  are  hereby   acknowledged,   the  parties  hereto,  for
  themselves, their successors and assigns, hereby agree as follows:
  
       1 . Definitions. The following terms shall have the following meanings when
  used herein:
  
                 "Cash  Investment" shall mean the number and amount of Debentures
  to be purchased by any Subscriber as set forth in the Subscription Agreements.
  
                                                       39
  "Cash Investment  Instrument" shall mean a wire transfer or other
  immediately  available  funds paid to the " ," in full payment for the Shares to
  be purchased by any Subscriber.
  
       "Debentures" shall have the meaning set forth in the section of this Escrow
  Agreement titled "Background."
  
                 "Escrow  Funds"  shall mean the funds  deposited  with the Escrow
  Agent  pursuant to this  Agreement,  together with any interest and other income
  thereon.
  
       "Entire  Offering"  shall  mean the sale of an  aggregate  of  $500,000  in
  Debentures.
  
                    "Offering Notice" shall mean a written notification, signed by
  Consultant,  which shall specify that subscriptions for the Entire Offering have
  been received; that, to the best of Consultant's knowledge after due inquiry and
  review of its  records,  Cash  Investment  Instruments  in full payment for that
  number of Debentures equal to the Entire Offering have been received,  deposited
  with and collected by Escrow Agent;  and that such  subscriptions  have not been
  withdrawn,  rejected  or  otherwise  terminated.  The  within is  subject to the
  notification provisions contained in the Debentures.
  
                 "Subscription   Accounting"  shall  mean  an  accounting  of  all
  subscriptions for Debentures  received and accepted by Consultant as of the date
  of such accounting,  indicating for each  subscription the Subscriber's name and
  address, the number and total purchase price of subscribed Debentures,  the date
  of receipt by Consultant of the Cash Investment Instrument, and notations of any
  nonpayment of the Cash Investment  Instrument  submitted with such subscription,
  any withdrawal of such  subscription  by the  Subscriber,  any rejection of such
  subscription by Consultant,  or other termination,  for whatever reason, of such
  subscription.
  
        2. Appointment of and Acceptance by Escrow Agent.  Issuer,  Consultant and
  Subscribers hereby appoint Escrow Agent to serve as escrow agent hereunder,  and
  Escrow Agent hereby  accepts such  appointment  in accordance  with the terms of
  this Escrow Agreement.
  
        3.  Deposits  into  Escrow.  A. Upon  receipt  by  Consultant  of any Cash
  Investment  Instrument for the purchase of Debentures,  Consultant shall forward
  to Escrow Agent,  by 12:00 noon of the next  business  day, the Cash  Investment
  Instrument for deposit into the following escrow account:
  
  Credit to the Account of:
  ABA Routing #
  ACCT #
  
                                                       40
  Each such deposit shall be accompanied by the following documents:
  
  (1)   a report containing such Subscriber's name, taxpayer identification number
        (if applicable),  address and other  information  required for withholding
        purposes; and
  
  (2) a Subscription Accounting.
  
        ALL FUNDS SO  DEPOSITED  SHALL  REMAIN  THE  PROPERTY  OF THE  SUBSCRIBERS
        ACCORDING TO THEIR  RESPECTIVE  INTERESTS  AND SHALL NOT BE SUBJECT TO ANY
        LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST
        ISSUER UNTIL RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
  
  b.  Consultant  and Issuer  understand  and agree  that all  checks and  similar
  instruments  received  by Escrow  Agent  hereunder  are  subject  to  collection
  requirements  of presentment and final payment,  and that the funds  represented
  thereby  cannot be drawn upon or disbursed  until such time as final payment has
  been made and is no longer subject to dishonor. Upon receipt, Escrow Agent shall
  process each Cash Investment Instrument for collection, and the proceeds thereof
  shall be held as part of the escrow  Funds until  disbursed in  accordance  with
  Section  4  hereof.  If,  upon  presentment  for  payment,  any Cash  Investment
  Instrument is  dishonored,  Escrow  Agent's sole  obligation  shall be to notify
  Consultant  of such  dishonor and to return such Cash  Investment  Instrument to
  Consultant  to take  whatever  action it deems  necessary.  Notwithstanding  the
  foregoing,  if for any reason any Cash  Investment  Instrument is  uncollectible
  after  payment of the funds  represented  thereby has been made by Escrow Agent,
  Issuer shall  immediately  reimburse Escrow Agent upon receipt from Escrow Agent
  of written notice thereof.
  
        Upon receipt of any Cash Investment  Instrument  that  represents  payment
  less than or greater than the Cash  Investment,  Escrow Agent's sole  obligation
  shall be to notify  Issuer and  Consultant  of such fact and to return such Cash
  Investment Instrument to Consultant.
  
  c. All Cash  Investment  Instruments  shall be made  payable to the order of, or
  endorsed  to the order of, or  endorsed  to the order of, " ", and Escrow  Agent
  shall not be  obligated  to accept,  or present for payment any Cash  Investment
  Instrument that is not payable or endorsed in that manner.
  
        4.       Disbursements of Escrow Funds.
  
  a.  Completion  of  Closing . Subject  to the  provisions  of Section 10 hereof,
  Escrow Agent shall deliver the original  Debentures to the Subscribers and shall
  pay to Issuer the  liquidated  value of the Escrow Funds (amount  deposited less
  Consultant fees and commissions equal to ten (10%) percent of the Escrow Funds),
  by wire transfer,  no later than two (2) business days following  receipt of the
  following documents:
  
                                                       41
  (1)   An Offering Notice;
  
  (2) Subscription Accounting, substantiating the sale of the Entire Offering;
  
  (3)   Subscription Agreement signed by all parties;
  
  (4)   Debenture Certificates for each Subscriber; and
  
  (5)   Such other  certificates,  notices or other  documents as Escrow Agent, in
        its discretion, shall reasonably require.
  
        Notwithstanding  the  foregoing,  Escrow  Agent shall not be  obligated to
  disburse  the  Debentures  to the  Subscriber  and the Escrow Funds to Issuer if
  Escrow Agent has grounds to believe that (a) Cash Investment Instruments in full
  payment  for that  number of  Debentures  equal to or  greater  than the  Entire
  Offering  have not been  received,  deposited  with and  collected by the Escrow
  Agent,  subject  to the  right  of  Issuer  and  Consultant,  as  agent  for the
  Subscribers,  to consummate  the sale of some, but not all, of the Shares or (b)
  any of the  certifications and opinions set forth in the documents are incorrect
  or incomplete.  Prior to disbursing any Escrow Funds or debenture  certificates,
  Escrow Agent shall be entitled,  in its  reasonable  discretion,  to require any
  additional  written  certificates or  authorizations  that it deems necessary or
  desirable.  The  Subscribers  hereby  authorize  and direct the Escrow  Agent to
  exchange the original Debentures issued by Issuer and delivered to Escrow Agent,
  hereunder  for a series of  debentures  in the  original  principal  amount of a
  minimum of $50,000 each prior to  distribution  of the Debentures to Subscribers
  pursuant  to this  Escrow  Agreement.  Completion  of such  exchange  shall not,
  however, delay distribution to Issuer of the Escrow Funds.
  
  b. Rejection of any  Subscription or termination of the Offering.  No later than
  five (5) business days after receipt by Escrow Agent of written  notice (i) from
  Issuer or Consultant that Issuer intends to reject a Subscriber's  subscription,
  or (ii) from Issuer or  Consultant  that there will be no closing of the sale of
  Debentures to Subscribers, Escrow Agent shall pay to the applicable Subscribers,
  by  certified  or bank  check and by first  class  mail,  the amount of the Cash
  Investment paid by each Subscriber, without interest or deduction.
  
  c.  Expiration  of Offering  Period.  Notwithstanding  anything to the  contrary
  contained  herein, if Escrow Agent shall not have received an Offering Notice on
  or before July 31, 1997, Escrow Agent shall, within five (5) business days after
  such date and without any further  instruction or direction  from  Consultant or
  Issuer, return to each Subscriber, by certified or bank check and by first class
  mail,  the  Cash  Investment  made  by  such  Subscriber,  without  interest  or
  deduction.
  
  5. Suspension of Performance or Disbursement  Into Court. If, at any time, there
  shall exist any dispute between Consultant, Issuer, Escrow Agent, any Subscriber
  or any other person with respect to the holding or disposition of any portion of
  the Escrow Funds or any
  
                                                       42
  other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
  unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
  of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
  to its obligations hereunder, or if Consultant and Issuer has not within 30 days
  of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
  7 hereof appointed a successor Escrow Agent to act hereunder,  then Escrow Agent
  may, in its sole discretion, take either or both of the following actions:
  
  a. suspend the performance of any of its obligations under this Escrow Agreement
  until such dispute or uncertainty  shall be resolved to the sole satisfaction of
  Escrow Agent or until a successor Escrow Agent shall have been appointed (as the
  case may be); and/or
  
  b. petition (by means of an interpleader action or any other appropriate method)
  any court of competent jurisdiction in New York, New York, for instructions with
  respect to such dispute or  uncertainty,  and pay into such court all funds held
  by it for holding and  disposition in accordance  with the  instructions of such
  court.
  
  Escrow Agent shall have no liability to  Consultant,  Issuer,  any Subscriber or
  any  other  person  with  respect  to any  such  suspension  of  performance  or
  disbursement  into  court,  specifically  including  any  liability  or  claimed
  liability that may arise, or be alleged to have arisen, out of or as a result of
  any delay in the  disbursement of funds held in the Escrow Funds or any delay in
  or with respect to any other action required or requested of Escrow Agent.
  
  6.  Investment  of Funds.  Escrow  Agent shall not invest or reinvest the Escrow
  Funds. The parties to this Escrow  Agreement  acknowledge that no interest shall
  accrue or be paid with respect to the Escrow Funds.
  
  7.  Resignation  and Removal of Escrow  Agent.  Escrow Agent may resign from the
  performance  of its duties  hereunder at any time by giving ten (10) days' prior
  written  notice to  Consultant  and  Issuer or may be  removed,  with or without
  cause, by Consultant and Issuer,  acting jointly in writing,  at any time by the
  giving of ten (10) days' prior written notice to Escrow Agent.  Such resignation
  or removal shall take effect upon the appointment of a successor Escrow Agent as
  provided  herein  below.  Upon  any  such  notice  of  resignation  or  removal,
  Consultant and Issuer jointly shall appoint a successor  Escrow Agent hereunder,
  which shall be a commercial bank,  trust company or other financial  institution
  with a  combined  capital  and  surplus  in  excess  of  $10,000,000.  Upon  the
  acceptance  in  writing  of any  appointment  as  Escrow  Agent  hereunder  by a
  successor Escrow Agent,  such successor Escrow Agent shall thereupon  succeed to
  and become  vested with all the  rights,  powers,  privileges  and duties of the
  retiring  Escrow Agent,  and the retiring  Escrow Agent shall be discharged from
  its  duties  and  obligations  under  this  Escrow  Agreement,  but shall not be
  discharged  from any liability for actions taken as escrow agent hereunder prior
  to such  succession.  After any retiring Escrow Agent's  resignation or removal,
  the provisions of this Escrow Agreement shall inure to its benefit as
  
                                                       43
  to any  actions  taken or omitted  to be taken by it while it was  Escrow  Agent
  under this Escrow Agreement.
  
  8.    Liability of Escrow Agent.
  
        a. Escrow Agent shall have no liability or obligation  with respect to the
  Escrow Funds except for Escrow Agent's willful  misconduct or gross  negligence.
  Escrow Agent's sole responsibility shall be for the safekeeping and disbursement
  of the  Escrow  Funds in  accordance  with the terms of this  Escrow  Agreement.
  Escrow  Agent  shall  have no  implied  duties or  obligations  and shall not be
  charged with knowledge or notice of any fact or  circumstance  not  specifically
  set forth herein.  Escrow Agent may rely upon any  instrument,  whether  bearing
  original,  conformed or facsimile signatures,  not only as to its due execution,
  validity  and  effectiveness,  but  also as to the  truth  and  accuracy  of any
  information  contained therein which Escrow Agent shall in good faith believe to
  be genuine, to have been signed or presented by the person or parties purporting
  to sign the same and to conform to the provisions of this Escrow  Agreement.  In
  no event  shall  Escrow  Agent be  liable  for  incidental,  indirect,  special,
  consequential or punitive  damages.  Escrow Agent shall not be obligated to take
  any legal action or commence any proceeding in connection  with the Escrow Funds
  or any account in which Escrow Funds are deposited or this Escrow Agreement,  or
  to appear in,  prosecute or defend any such legal action or proceeding.  Without
  limiting the generality of the foregoing,  Escrow Agent shall not be responsible
  for or required to enforce any of the terms or  conditions  of any  subscription
  agreement with any Subscriber or any other agreement between Issuer,  Consultant
  and/or any  Subscriber.  Escrow Agent shall not be  responsible or liable in any
  manner  for the  performance  by Issuer or any  Subscriber  of their  respective
  obligations  under  any  subscription   agreement  nor  shall  Escrow  Agent  be
  responsible or liable in any manner for the failure of Issuer, Consultant or any
  third party  (including  any  Subscriber) to honor any of the provisions of this
  Escrow  Agreement.  Escrow Agent may consult legal counsel selected by it in the
  event of any dispute or question as to the construction of any of the provisions
  hereof or of any other agreement or of its duties hereunder.  and shall incur no
  liability and shall be fully indemnified from any liability whatsoever in acting
  in accordance  with the opinion or  instruction  of such  counsel.  Issuer shall
  promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
  
        b. The Escrow Agent is authorized,  in its sole discretion, to comply with
  orders issued or process  entered by any court with respect to the Escrow Funds,
  without  determination  by the Escrow Agent of such court's  jurisdiction in the
  matter. If any portion of the Escrow Funds is at any time attached, garnished or
  levied upon under any court order, or in case the payment, assignment, transfer,
  conveyance or delivery of any such  property  shall be stayed or enjoined by any
  court order,  or in case any order,  judgment or decree shalt be made or entered
  by any court  affecting such property or any part thereof,  then and in any such
  event, the Escrow Agent is authorized,  in its sole discretion, to rely upon and
  comply with any such  order,  writ,  judgment  or decree  which it is advised by
  legal  counsel  selected by it is binding upon it without the need for appeal or
  other action; and if
  
                                                       44
  the Escrow Agent  complies  with any such order,  writ,  judgment or decree,  it
  shall  not be  liable to any of the  parties  hereto  or to any other  person or
  entity by reason of such  compliance even though such order,  writ,  judgment or
  decree may be subsequently reversed, modified, annulled, set aside or vacated.
  
  9. Indemnification of Escrow Agent. From and at all times after the date of this
  Escrow Agreement,  Issuer and each Subscriber (the "Indemnifying  Party") shall,
  severally and not jointly to the fullest extent permitted by law,  indemnify and
  hold harmless the Escrow Agent and each director,  officer, employee,  attorney,
  agent and affiliate of Escrow Agent  (collectively,  the "Indemnified  Parties")
  against any and all actions,  claims  (whether or not valid),  losses,  damages,
  liabilities,  costs and  expenses  of any kind or nature  whatsoever  (including
  without limitation  reasonable  attorneys' fees, costs and expenses) incurred by
  or  asserted  against  any of the  Indemnified  Parties  from and after the date
  hereof,  whether direct,  indirect or  consequential,  as a result of or arising
  from or in any way relating to any claim,  demand,  suit,  action or  proceeding
  (including  any  inquiry or  investigation)  by any  person,  including  without
  limitation Issuer or Consultant,  whether  threatened or initiated,  asserting a
  claim for any legal or equitable  remedy against any person under any statute or
  regulation, including, but not limited to, any federal or state securities laws,
  or under any common law or  equitable  cause or  otherwise,  arising  from or in
  connection with the negotiation,  preparation, execution, performance or failure
  of performance of this Escrow Agreement or any transactions contemplated herein,
  whether  or not any  such  Indemnified  Party  is a party  to any  such  action,
  proceeding, suit or the target of any such inquiry or investigation-,  provided,
  however,  that no  Indemnified  Party  shall  have the  right to be  indemnified
  hereunder  for  any  liability  finally  determined  by  a  court  of  competent
  jurisdiction,  subject to no further  appeal,  to have resulted  solely from the
  gross negligence or willful  misconduct of such  Indemnified  Party. If any such
  action or claim shall be brought or asserted against any Indemnified Party, such
  Indemnified Party shall promptly notify the Indemnifying  Party in writing,  and
  the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
  employment of counsel and the payment of all expenses.  Such  Indemnified  Party
  shall, in its sole  discretion,  have the right to employ separate  counsel (who
  may be selected by such  Indemnified  Party in its sole  discretion) in any such
  action and to participate in the defense  thereof,  and the fees and expenses of
  such  counsel  shall  be  paid  by  such  Indemnified  Party,  except  that  the
  Indemnifying  Party shall be  required to pay such fees and  expenses if (a) the
  Indemnifying  Party agrees to pay such fees and expenses,  (b) the  Indemnifying
  Party  shall fail to assume the defense of such  action or  proceeding  or shall
  fail, in the reasonable  discretion of such Indemnified Party, to employ counsel
  satisfactory to the Indemnified Party in any such action or proceeding,  (c) the
  Indemnifying Party is the plaintiff in any such action or proceeding, or (d) the
  named parties to any such action or proceeding (including any impleaded parties)
  include both Indemnified Party and the Indemnifying Party, and Indemnified Party
  shall have been advised by counsel that there may be one or more legal  defenses
  available to it which are different  from or  additional  to those  available to
  Issuer.  Issuer shall be liable to Pay fees and expenses of counsel  pursuant to
  the preceding  sentence.  All such fees and expenses payable by the Indemnifying
  Party pursuant to the foregoing sentence shall be paid from time to time as
  
                                                       45
  incurred,  both in advance of and after the final  disposition of such action or
  claim.  The  obligations of each  Indemnifying  Party under this Section 9 shall
  survive any termination of this Escrow  Agreement and the resignation or removal
  of Escrow Agent.
  
  10.   Compensation to Escrow Agent.
  
        a.  Fees and  Expenses.  Issuer  shall  compensate  Escrow  Agent  for its
  services hereunder by making payment of the sum of $3,500, which will be payable
  upon closing.  The obligations of Issuer under this Section 10 shall survive any
  termination  of this Escrow  Agreement and the  resignation or removal of Escrow
  Agent.
  
        b.  Disbursements  from Escrow Funds to Pay Escrow Agent. The Escrow Agent
  is  authorized  to and may  disburse  from  time to time,  to  itself  or to any
  Indemnified  Party  from the  Escrow  Funds (to the  extent of  Issuer's  rights
  thereto),  the amount of any  compensation and  (reimbursement  of out-of-pocket
  expenses  due and payable  hereunder)  and any amount to which  Escrow  Agent is
  entitled to seek  indemnification  pursuant to Section 9 hereof).  Escrow  Agent
  shall notify  Issuer of any  disbursement  from the Escrow Funds to itself or to
  any Indemnified Party in respect of any compensation or reimbursement  hereunder
  and shall furnish to Issuer copies of all related invoices and other statements.
  
        c.  Security  and Offset.  Issuer  hereby  grants to Escrow  Agent and the
  Indemnified  Parties a security  interest in and lien upon the Escrow  Funds (to
  the extent of Issuer's rights thereto) to secure all obligations hereunder,  and
  Escrow  Agent and the  Indemnified  Parties  shall  have the right to offset the
  amount of any compensation or reimbursement due any of them hereunder (including
  any claim for  indemnification  pursuant to Section 9 hereof) against the Escrow
  Funds (to the extent of Issuer's rights  thereto).  If for any reason the Escrow
  Funds  available to Escrow Agent and the  Indemnified  Parties  pursuant to such
  security interest or right of offset are insufficient to cover such compensation
  and  reimbursement,  Issuer shall  promptly pay such amounts to Escrow Agent and
  the Indemnified Parties upon receipt of an itemized invoice.
  
        d. Payment of Monies.  It is understood  that  Consultant is due a fee, of
  10% calculated as a percentage of the Cash Investment  (the "Fee").  The parties
  hereto agree that, upon completion of the Offering, Escrow Agent shall remit via
  wire transfer to the parties  designated by Consultant the sums so designated by
  Consultant after first retaining and disbursing to itself from the Fee.
  
  11.   Representations and Warranties: Legal Opinions.
  
        a. Issuer makes the  following  representations  and  warranties to Escrow
  Agent:
  
       (1) Issuer is a corporation  duly existing,  and in good standing under the
  laws
  
                                                       46
  of the State of Delaware and has full power and authority to execute and deliver
  this Escrow Agreement and to perform its obligations hereunder.
  
                 (2) This Escrow Agreement has been duly approved by all necessary
  corporate action of Issuer,  including any necessary shareholder  approval,  has
  been executed by duly authorized officers of Issuer, and constitutes a valid and
  binding agreement of Issuer, enforceable in accordance with its terms.
  
                 (3) The execution,  delivery,  and  performance by Issuer of this
  Escrow  Agreement will not violate,  conflict with, or cause a default under the
  certificate  of  incorporation  or  bylaws  of  Issuer,  any  applicable  law or
  regulation,  any court order or administrative  ruling or decree to which Issuer
  is a party  or any of its  property  is  subject,  or any  agreement,  contract,
  indenture, or other binding arrangement to which Issuer is a party or any of its
  property is subject.
  
                 (4) No party  other than the parties  hereto and the  prospective
  Subscribers  have, or shall have,  any lien,  claim or security  interest in the
  Escrow  Funds or any part  thereof.  No  financing  statement  under the Uniform
  Commercial Code is on file in any jurisdiction  claiming a security  interest in
  or describing  (whether  specifically or generally) the Escrow Funds or any part
  thereof.
  
                 (5) Issuer hereby acknowledges that the status of Escrow Agent is
  that of agent  only for the  limited  purposes  set  forth  herein,  and  hereby
  represents and covenants  that no  representation  or implication  shall be made
  that the Escrow Agent has  investigated  the  desirability  or  advisability  of
  investment in the Debentures or has approved, endorsed or passed upon the merits
  of the  investment  therein  and that the name of the  Escrow  Agent has not and
  shall  not be used in any  manner  in  connection  with the offer or sale of the
  Debentures  other  than to state  that the  Escrow  Agent has agreed to serve as
  escrow agent for the limited purposes set forth herein.
  
                 (6) All of the representations and Warranties of Issuer contained
  herein are true and complete as of the date hereof and will be true and complete
  at the time of any deposit to or disbursement from the Escrow Funds.
  
  b. Each Subscriber makes the following  representations and warranties to Escrow
  Agent:
  
                 (1)  Subscriber  has full  power and  authority  to  execute  and
  deliver this Escrow Agreement and to perform its obligations hereunder.
  
                 (2) This Escrow Agreement has been duly approved by all necessary
  action of Subscriber,  including any necessary  shareholder  approval,  has been
  executed by persons duly  authorized by Subscriber,  and constitutes a valid and
  binding agreement of Subscriber, enforceable in accordance with its terms.
  
                                                       47
  (3) The  execution,  delivery,  and  performance by Subscriber of
  this Escrow Agreement will not violate,  conflict with, or cause a default under
  the  organizational  or governing  documents of Subscriber to each  Subscriber's
  knowledge any applicable law or  regulation,  any court order or  administrative
  ruling  or  decree  to which  Subscriber  is a party or any of its  property  is
  subject,  or any  material  agreement,  contract,  indenture,  or other  binding
  arrangement to which Subscriber is a party or any of its property is subject.
  
                 (4)  Subscriber  hereby  acknowledges  that the  status of Escrow
  Agent is that of agent  only for the  limited  purposes  set forth  herein,  and
  hereby  represents and covenants that no  representation or implication shall be
  made that the Escrow Agent has  investigated the desirability or advisability of
  investment in the Debentures or has approved, endorsed or passed upon the merits
  of the  investment  therein  and that the name of the  Escrow  Agent has not and
  shall  not be used in any  manner  in  connection  with the offer or sale of the
  Debentures  other  than to state  that the  Escrow  Agent has agreed to serve as
  escrow agent for the limited purposes set forth herein.
  
                 (5)  All of the  representations  and  warranties  of  Subscriber
  contained  herein are true and  complete  as of the date hereof and will be true
  and  complete  at the time of any  deposit  to or  disbursement  from the Escrow
  Funds.
  
  c.  Consultant  makes the  following  representations  and  warranties to Escrow
  Agent:
  
                 (1)  Consultant  has full  power and  authority  to  execute  and
  deliver this Escrow Agreement and to perform its obligations hereunder;
  
                 (2) This Escrow Agreement has been duly approved by all necessary
  action of Consultant,  has been executed by Consultant,  and constitutes a valid
  and binding agreement of Consultant, enforceable in accordance with its terms.
  
                 (3) The  execution,  delivery,  and  performance by Consultant of
  this Escrow  Agreement  will not violate,  conflict with, or cause default under
  the articles of  incorporation  or bylaws of  Consultant,  any  applicable  law,
  regulation  or license,  any court order or  administrative  ruling or decree to
  which Consultant is a party or any of its property, is subject,  party or any of
  its property is subject.
  
                 (4)  The  deposit  with  Escrow  Agent  by   Consultant  of  Cash
  Investment   Instruments  pursuant  to  Section  3  hereof  shall  be  deemed  a
  representation  and warranty by Consultant that such Cash Investment  Instrument
  represents a bona fide sale to the Subscriber described therein of the amount of
  Debentures set forth therein, subject to and in accordance with the terms of the
  Offering Document.
  
                 (5)  Consultant  hereby  acknowledges  that the  status of Escrow
  Agent hereunder is that of agent only for the limited purposes set forth herein,
  and hereby  represents and covenants that no representation or implication shall
  be made that the
  
                                                       48
  Escrow Agent has  investigated the desirability or advisability of investment in
  the  Debentures  or has  approved,  endorsed  or passed  upon the  merits of the
  investment  therein and that the name of the Escrow  Agent has not and shall not
  be used in any  manner in  connection  with the offer or sale of the  Debentures
  other than to state that the  Escrow  Agent has agreed to serve as escrow  agent
  for the limited purposes set forth herein. Additionally,  the Escrow Agents have
  acted as counsel to Subscriber and that in the event of any dispute with respect
  to the Escrow  Fund,  the  Escrow  Agent will not be  precluded  from  acting as
  counsel to Subscriber.
  
                 (6)  All of the  representations  and  warranties  of  Consultant
  contained  herein are true and  complete  as of the date hereof and will be true
  and  complete  at the time of any  deposit  to or  disbursement  from the Escrow
  Funds.
  
  12. Consent to Jurisdiction and Venue. In the event any party hereto commences ,
  a lawsuit or other  proceeding  relating to or arising from this Agreement,  the
  parties  hereto  agree that the United  States  District  Court for the Southern
  District  of New York shall have the sole and  exclusive  jurisdiction  over any
  such  proceeding.  If all such courts lack federal subject matter  jurisdiction,
  the parties  agree that the Supreme Court in the State of New York County of New
  York shall have sole and  exclusive  jurisdiction.  Any of these courts shall be
  proper venue for any such lawsuit or judicial  proceeding and the parties hereto
  waive any objection to such venue.  The parties  hereto  consent to and agree to
  submit to the  jurisdiction of any of the courts  specified  herein and agree to
  accept  service  or process to vest  personal  jurisdiction  over them in any of
  these courts.
  
  13. All notices and other communications hereunder shall be in writing and shall
  be deemed to have been validly  served,  given or delivered  five (5) days after
  deposit in the United  States  mails,  by  certified  mail with  return  receipt
  requested and postage  prepaid,  when  delivered  personally,  one (1) day after
  delivery to any overnight courier, or when transmitted by facsimile transmission
  facilities, and addressed to the party to be notified as follows:
  
        If to Issuer at:          Thermo-Mizer Environmental, Corp.
                                  528 Oritan Avenue
                                  Ridgefield, NJ 07657
  
        CC:                       McLaughlin & Stern, LLP
                                  260 Madison Avenue
                                  New York, NY 10016
                                  Attn:    Steven Schuster, Esq.
  
        If to Consultant at:
  
                                                       49
  If to the Escrow
        Agent at:
  
  or to such other address as each party may designate for itself by like notice.
  
  14 Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged
  or terminated  only by a writing signed by Consultant,  Issuer,  Subscribers and
  Escrow  Agent.  No delay or omission by any party in  exercising  any right with
  respect hereto shall operate as a waiver. A waiver on any one occasion shall not
  be  construed  as a bar to, or  waiver  of,  any  right or remedy on any  future
  occasion.
  
  15.  Severability.  To the extent any  provision  of this  Escrow  Agreement  is
  prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
  ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
  invalidating the remainder of such provision or the remaining provisions of this
  Escrow Agreement.
  
  16.  Governing Law. This Escrow  Agreement shall be construed and interpreted in
  accordance with the internal laws of the State of New York without giving effect
  to the principles or rules governing conflict of laws.
  
  17 Entire  Agreement.  This Escrow  Agreement  constitutes the entire  agreement
  among the parties relating to the acceptance,  collection,  holding,  investment
  and  disbursement  of the  Escrow  Funds and sets  forth in their  entirety  the
  obligations and duties of the Escrow Agent with respect to the Escrow Funds.
  
  18. Binding Effect.  All of the terms of this Escrow Agreement,  as amended from
  time to time,  shall be binding upon, inure to the benefit of and be enforceable
  by the respective successors and assigns of Consultant,  Issuer, Subscribers and
  Escrow Agent.
  
  19. Execution in  Counterparts.  This Escrow Agreement may be executed in two or
  more  counterparts,  which when so executed  shall  constitute  one and the same
  agreement.
  
  20.  Termination.  Upon the first to occur of the disbursement of all amounts in
  the  Escrow  funds or deposit  of all  amounts  in the  Escrow  Funds into court
  pursuant to Section 5 hereof,  this Escrow  Agreement shall terminate and Escrow
  Agent shall have no further  obligation or liability  whatsoever with respect to
  this Escrow Agreement or the Escrow Funds.
  
  21.  Dealings.  The  Escrow  Agent and any  stockholder,  director,  officer  or
  employee of the Escrow Agent may buy, sell, and deal in any of the securities of
  the Issuer and become  pecuniarily  interested in any  transaction  in which the
  Issuer  may be  interested,  and  contract  and  lend  money to the  Issuer  and
  otherwise  act as fully and freely as though it were not Escrow Agent under this
  Agreement.  Nothing  herein  shall  preclude the Escrow Agent from acting in any
  other capacity for the Consultant or any other person or entity.
  
                                                       50
  22.  The  parties  understand  that the firm of B & G has  acted as  counsel  to
  Subscriber,  and in the event of any dispute  with  respect to the  Subscription
  Agreement  will not be  prevented  from  acting as  counsel  for the  Subscriber
  herein.
  
                                                       51
  IN WITNESS  WHEREOF,  the parties hereto have caused this Escrow Agreement
  to be executed under seal as of the date first above written.
  
  ISSUER:                                  THERMO-MIZER ENVIRONMENTAL, CORP.
  
                                           By:
  
                                           Title:
  
  CONSULTANT:
  
                                           By:
  
                                           Title:
  
  ESCROW AGENT:
                                           as Escrow Agent
  
                                           By:
  
                                           Title:
  
                                           as Subscriber
  
                                           By:
  
                                           Title:
  
                                                       52
  EXHIBIT 10.4           Form of Registration Rights Agreement
  
                                                       53
  EXHIBIT 10.4
                                            REGISTRATION RIGHTS AGREEMENT
  
          THIS REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is entered into as
    of __________________, 1997, by and among Thermo-Mizer Environmental, Corp., a
    Delaware corporation (the "Company"), and the investors set forth in Exhibit A
    (the "Investors").
  
                                                        RECITALS:
  
            WHEREAS, pursuant to Subscription Agreements (the "Agreement"), by and
      among the Company and the Investors,  the Company has agreed to sell and the
      Investors have agreed to purchase an aggregate of up to a maximum  aggregate
      of $500,000 of  Convertible  Debentures  of the  Company  (the  "Convertible
      Debentures" or the "Shares") convertible into shares of the Company's Common
      Stock; and
  
          WHEREAS, pursuant to the terms of, and in partial consideration for, the
    Investors'  agreement to enter into the Agreements,  the Company has agreed to
    provide the  Investors  with certain  registration  rights with respect to the
    shares of Common Stock issuable upon conversion of the Convertible Debentures:
  
          NOW THEREFORE, in consideration of the mutual promises, representations,
    warranties,  covenants and  conditions  set forth in the  Agreements  and this
    Registration Rights Agreement, the Company and the Investors agree as follows:
  
                                                       AGREEMENT:
  
       I. Certain  Definitions.  As used in this  Agreement,  the following  terms
  shall have the following respective meanings:
  
          "Commission"  shall mean the Securities  and Exchange  Commission or any
    other Federal agency at the time administering the Securities Act.
  
          "Common Stock" shall mean the Company's Common Stock, par value $.01 per
  share.
  
          "Initiating  Holders"  shall mean holders of the  Company's  Convertible
    Debentures  having an  aggregate  initial  purchase  price from the Company of
    $50,000 or more.
  
          "Other  Registrable  Securities" shall mean those shares of Common Stock
    heretofore or hereafter issued pursuant to one or more agreements granting the
    purchasers  of such  securities  the right to have the Company  register  such
    securities or include such securities in
  
                                                           54
  any other registration of the Company's equity securities.
  
          "Registrable  Shares" shall mean the Common Stock of the Company  issued
    or issuable in respect of the Shares or upon any stock split,  stock dividend,
    recapitalization or similar event provided,  however,  that Registrable Shares
    or other securities shall no longer be treated
  
    as Registrable Shares if (A) they have been sold or through a broker or dealer
    or underwriter in a public  distribution or a public  securities  transaction,
    (B) they have been sold in a  transaction  exempt  from the  registration  and
    prospectus  delivery  requirements  of the Securities Act so that all transfer
    restrictions  and  restrictive  legends with respect  thereto are removed upon
    consummation  of such sale or (c) the Shares are  available for sale under the
    Securities Act (including Rule 144), in the opinion of counsel to the Company,
    without compliance with the registration and prospectus delivery  requirements
    of the  Securities  Act so that  all  transfer  restrictions  and  restrictive
    legends with  respect  thereto may be removed  upon the  consummation  of such
    sale.
  
          The terms "register",  "registered" and "registration"  shall refer to a
    registration  effected by  preparing  and filing a  registration  statement in
    compliance  with the  Securities  Act and  applicable  rules  and  regulations
    thereunder,  and the  declaration  or  ordering of the  effectiveness  of such
    registration statement.
  
          "Registration  Expenses" shall mean all expenses incurred by the Company
    in  compliance  with  Section 2 hereof,  including,  without  limitation,  all
    registration and filing fees,  printing  expenses,  fees and  disbursements of
    counsel  of the  Company,  blue  sky fees and  expenses,  reasonable  fees and
    disbursements  (not to exceed  $15,000)  of one  counsel  for all the  selling
    holders of Registrable Shares for a limited "due diligence" examination of the
    Company (in the event the holders of the Registrable Shares would be deemed to
    be  underwriters  with  respect  to such  registration),  and  the  reasonable
    expenses  of  any  special  audits   incident  to  or  required  by  any  such
    registration  (but  excluding  the  compensation  of regular  employees of the
    Company,  which shall be paid in any event by the Company,  and  excluding all
    underwriting  discounts and selling commissions  applicable to the sale of the
    Registrable Shares).
  
          "Securities  Act" shall mean the Securities Act of 1933, as amended,  or
    any similar federal  statute,  and the rules and regulations of the Commission
    thereunder, all as the same shall be in effect at the time.
  
          "Selling  Expenses"  shall mean all  underwriting  discounts and selling
    commissions  applicable  to the sale of  Registrable  Shares  and all fees and
    disbursements  of one counsel for the selling  holders of  Registrable  Shares
    (other than the fees  disbursements  of such counsel  included in Registration
    Expenses).
  
                                                           55
  "Shares" shall mean shares of Common Stock issued upon the conversion of
    the Convertible  Debentures,  and share of Common Stock issuable in respect of
    interest on the Convertible Debentures".
  
        II.     Requested Registration.
  
  The following  registration rights will apply if, and only if, at any time prior
  to the  termination  of this  Agreement,  Regulation  S  promulgated  under  the
  Securities  Act is  rescinded or modified so as to preclude  Initiating  Holders
  from reselling in United States public  securities  markets Shares received from
  the Company  pursuant to the Agreements  following  expiration of the Restricted
  Period (as defined in the Agreements),  or if, for any other reason, the Company
  refuses  to issue  Shares at the times  required  by the  Agreements  bearing no
  restrictive  legend to  Initiating  Holders after  expiration of the  Restricted
  Period;  provided,  however,  that no  Investor  shall be  entitled  to  request
  registration  pursuant  to this  Agreement  ( and  such  Investor  shall  not be
  considered an Initiating  Holder pursuant to this Agreement,  and the securities
  hold by such investor  shall not be considered  Registrable  Shares  pursuant to
  this  Agreement)  if a  representation  or  warranty  of  such  Investor  in the
  Agreements  between the Investor and the Company is inaccurate or was inaccurate
  when  made,  or the  Investor  has  failed  to  comply  with the  covenants  and
  agreements of the Investor set forth in the Agreements  between the Investor and
  the Company:
  
        (a) Request for Registration. If the Company shall receive from Initiating
  Holders,  at any  time  after  two (2) and  prior  to  twenty-four  (24)  months
  following the final  closing of notice  demanding  registration  with respect to
  all, but not less than all, of the  Registrable  Shares held by such  Initiating
  Holders (which notice shall specify the intended method of  disposition;  notice
  shall  be  written  to  the  Company  of the  request  for  registration  of the
  Registrable Shares refer to the Subscription Agreement), the Company shall:
  
       i) promptly give written notice of the proposed  registration  to all other
  holders of Registrable Shares; and
  
           ii) as  soon as  practicable  use  its  best  efforts  to  effect  such
  registration (including,  without limitation, the execution of an undertaking to
  file post-effective amendments,  appropriate qualification under applicable blue
  sky or other state  securities laws and  appropriate  compliance with applicable
  regulations issued under the Securities Act) as may be so requested and as would
  permit or facilitate  the sale and  distribution  of all or such portion of such
  Registrable  Shares as are specified in such request,  together with all or such
  portion of the Registrable  Shares of any holders of Registrable  Shares joining
  in such request as are specified in a written  request given within fifteen (15)
  days after  receipt of such written  notice from the Company;  provided that the
  Company shall not be obligated
  
                                                           56
  to effect, or to take any action to effect,  any such  registration  pursuant to
  this Section II:
  
       a) after the Company has  effected one such  registration  pursuant to this
  Section 2(a) and such registration has been declared or ordered effective by the
  Commission; or
  
                  b) within the period  starting  with the date  thirty  (30) days
  prior to the Company's good faith estimated date of filing of, and ending ninety
  (90) days  following  the  effective  date of, any  registered  offering  of the
  Company's securities to the general public.
  
       c)  or  similar  notice  provided  under  any  other  Registration   Rights
  Agreement.
  
        Subject to the  foregoing  limitations  in clauses II (a) (ii) (a) and (b)
  above, the Company shall file a registration  statement covering the Registrable
  Shares so requested to be registered as soon as practicable after receipt of the
  request or requests of the Initiating Holders, but no later than forty-five (45)
  days following receipt of such request or requests,  except in the event audited
  financial  statements not previously  prepared are required to be prepared prior
  to the filing of such  registration  statement,  in which case such registration
  statement must be filed as soon as  practicable,  but in any event within ninety
  (90) days following receipt of such request or requests.
        The registration statement filed pursuant to the request of the initiating
  holders  may,  subject to the  provision of Section  2(b) below,  include  other
  Registrable  Securities,  other  securities  of the  Company  which  are held by
  officers  or  directors  of the  Company  or which are held by other  holders of
  registration  rights,  and may include  securities of the Company being sold for
  the account of the Company.  The Initiating Holders shall have the right to make
  one request for registration under this Section 2(a).
  
             (b) Underwriting.  If the Initiating Holders intend to distribute the
  Registrable  Shares covered by their request by means of an  underwriting,  they
  shall so advise the Company as a part of their  request made pursuant to Section
  2 and the Company shall include such of  Registrable  Shares in to  registration
  pursuant to Section 2, and said  Registrable  Shares to be  registered  shall be
  conditioned  upon  such  holder's  participation  in such  underwriting  and the
  inclusion  of such  holder's  Registrable  Shares in such  underwriting  (unless
  otherwise  mutually  agreed by a majority in interest of the Initiating  Holders
  and such holder with respect to such  participation and inclusion) to the extent
  provided  herein.  A holder of Registration  Shares may elect to include in such
  underwriting all or a part of the Registrable Shares it holds.
  
                  I) If the Company  shall request  inclusion in any  registration
  pursuant  to  Section 2 of  securities  being  sold for its own  account,  or if
  officers or directors of the Company holding other  securities of the Company or
  other holders of registration rights, shall request inclusion in any
  
                                                           57
  registration  pursuant to Section 2, the Initiating  Holders shall, on behalf of
  all holders of Registrable Shares, offer to include Other Registrable Securities
  and the  securities  of the Company,  such officers and directors and such other
  holders of registration  rights in the underwriting and may condition such offer
  on their acceptance of the further applicable provisions of this Agreement.  The
  Company shall  (together  with all holders of Registrable  Shares,  officers and
  directors, other holders of registration rights and holders of Other Registrable
  Securities  proposing to distribute their securities  through such underwriting)
  enter into an  underwriting  agreement in customary form with the underwriter or
  representative  of  the  underwriters  selected  for  such  underwriting  by the
  Company,  which underwriter(s)  shall be reasonably  acceptable to a majority in
  interest of the Initiating Holders.
  
                  ii)  Notwithstanding  any other  provision of this Section 2, if
  the  representative  of the  underwriters  advises the  Company in writing  that
  marketing  factors  requires  a  limitation  on  the  number  of  shares  to  be
  underwritten,  the Company shall so advise all holders of Registrable Shares and
  other  shareholders  whose securities  would otherwise be underwritten  pursuant
  hereto,  and the number of Registrable  Shares and other  securities that may be
  included  in  the  registration  and  underwriting  shall  be  allocated  in the
  following  manner:  the securities of the Company held by officers and directors
  of the  Company  (other than  Registrable  Shares)  shall be excluded  from such
  registration and underwriting to the extent required by such limitation, and, if
  a I imitation on the number of shares is still required,  the Other  Registrable
  Securities  shall be excluded pro rata with Registrable  Shares,  unless another
  method of determining  such  exclusion is specified in the agreements  governing
  the Other  Registrable  Securities,  according to the  relative  number of Other
  Registrable  Securities  requested  to be  included  in  such  registration  and
  underwriting,  from such registration and underwriting to the extent required by
  such limitation, and, if a limitation on the number of shares is still required,
  the number of Registration  Shares that may be included in the  registration and
  underwriting  shall be  allocated  among all  holders  of  Registrable  Shares n
  proportion,  as nearly as practicable,  to the respective amounts of Registrable
  Shares which they had requested to be included in such  registration at the time
  of  filing  the  registration  statement.  No  Registrable  Shares  or any other
  securities  excluded  from  the  underwriting  by  reason  of the  underwriter's
  marketing limitation shall also be included in such registration.
  
             iii) If the Company or any officer, director or holder of Registrable
  Shares  or  Other  Registrable  Shares  who  has  requested  inclusion  in  such
  registration and underwriting as provided above  disapproves of the terms of the
  underwriting,  such person may elect to withdraw  therefrom by written notice to
  the Company,  the  underwriter  and the  Initiating  Holders.  The securities so
  withdrawn shall also be withdrawn from registration.
  
        III. Expenses of Registration.  If the Company shall bear all Registration
  Expenses  incurred  in  connection  with  any  registration,   qualification  or
  compliance of the Registrable  Shares  pursuant to this  Agreement.  All Selling
  Expenses  shall be bome by the holders of the  securities so registered pro rata
  on the basis of the number of their share so registered.
  
        IV. Registration Procedures.  Pursuant to this agreement, the Company will
  keep each holder of  Registrable  Shares advised in writing as to the initiation
  of a registration  under this Agreement and as to the completion  thereof at its
  expense, the Company will:
  
                                                           58
  (a) Use reasonable efforts to keep such registration  effective for a
  period of one  hundred  eighty  (180)  days or until the  holder or  holders  of
  Registrable Shares have completed the distribution described in the registration
  statement  relating  thereto  or until  the  securities  registered  cease to be
  Registrable Shares, whichever first occurs;
  
             (b)  Prepare  and  file  with  the  Commission  such  amendments  and
  supplements to such registration statement and the prospectus used in connection
  with  such  registration  statement  as may be  necessary  to  comply  with  the
  provisions of the Securities Act with respect tot the  disposition of securities
  covered by such registration statement; and
  
             (c)  Furnish  such  number  of   prospectuses   and  other  documents
  incidental thereto,  including any amendment of or supplement to the prospectus,
  as a holder of Registrable Shares from time to time may reasonably request.
  
             V.     Indemnification.
  
             (a) The Company will  indemnify  each holder of  Registrable  Shares,
  each of its officers,  directors, and partners, and each person controlling such
  holder of  Registrable  Shares,  with  respect  to which  registration  has been
  effected  pursuant  to this  Agreement,  and each  underwriter,  if any and each
  person who controls any underwriter,  and their  respective  counsel against all
  claims, losses, damages and liabilities (or actions,  proceedings or settlements
  in respect  thereof)  arising  out of or any untrue  statement  (alleged  untrue
  statement) of a material fact  contained in any  prospectus,  or other  document
  incident  to any  such  registration,  or  based  on any  omission  (or  alleged
  omission)  to state  therein a material  fact  required  to be stated  herein or
  necessary to make the statements therein not misleading, or any violation by the
  Company of the Securities Act or any rule or regulation thereunder applicable to
  the Company n connection with any such registration and will reimburse each such
  holder of Registrable Shares, each of its officers,  directors and partners, and
  each  person  controlling  such  holders  of  Registrable   Shares,   each  such
  underwriter and each person who controls any such underwriter, for any legal and
  any  other  expenses  as  they  ear  reasonably   incurred  in  connection  with
  investigating and defending any such claim, loss,  damage,  liability or action,
  provided,  however,  that the indemnity contained in this Section 5(a) shall not
  apply to amounts paid in settlement of any such claim, loss,  damage,  liability
  or action if such Settlement is effected without the consent of the Company; and
  provided  further  that the Company  shall not be liable in any such case to the
  extent that any such claim, loss, damage,  liability or expense arises out of or
  is based on any untrue  statement  or omission  based upon  written  information
  furnished to the Company by such holder of Registrable Shares or underwriter and
  stated to be specifically for use therein.  The foregoing indemnity agreement is
  further  subject  to the  condition  that  insofar  as it  relates to any untrue
  statement,  alleged  untrue  statement,  omission or alleged  omission made in a
  preliminary  prospectus,  such indemnity parties if copies of a final prospectus
  correcting  the  misstatement,  or  alleged  misstatement,  omission  or alleged
  omission  upon which such  loss,  liability,  claim or damage is based is timely
  delivered to such indemnified party and a copy thereof
  
                                                           59
  was not furnished to the person asserting the loss, liability, claim or damage.
  
             (b) Each holder if  Registrable  Shares will, if  Registrable  Shares
  held by it are included in the securities as to which such registration is being
  effected,  indemnify  the Company,  each of its  directors and officers and each
  underwriter,  if any, of the Company's securities covered by such a registration
  statement,  each person who controls the Company or such underwriter  within the
  meaning of the Securities  Act and the rules and  regulations  thereunder,  each
  other such holder of Registrable Shares and each of its officers,  directors and
  partners,  and each person  controlling such holder of Registrable  Shares,  and
  their respective counsel (collectively, the "Company, Underwriters and Counsel")
  against all claims, losses, damages and liabilities (or actions,  proceedings or
  settlements in respect  thereof) arising out of or based on any untrue statement
  (or alleged  omission) to state  therein a material  fact  required to be stated
  therein  relating to such holder or  necessary  to make the  statements  therein
  relating to such holder not  misleading  or any  violation by such holder of any
  rule or  regulation  promulgated  under the  Securities  Act  applicable to such
  holder and relating to action or inaction  required of such holder in connection
  with any such  registration;  and will  reimburse  the Company,  such holders of
  Registrable  Shares,  directors,  officers,  partners,  persons,  underwriter or
  control  persons  for any  legal or any other  expense  reasonably  incurred  in
  connection  with  investigating  or  defending  any such  claim,  loss,  damage,
  liability or action,  in each case to the extent,  but only to the extent,  that
  such untrue  statement  (or alleged  untrue  statement) or omission ( or alleged
  omission)  relating  to such  holder  is made  in such  registration  statement,
  prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
  conformity with written  information  furnished to the Company by such holder of
  Registrable  Shares and stated to be  specifically  for use  therein;  provided,
  however,  that such  indemnification  obligations shall not apply if the Company
  modifies or changes to a material extent written  information  furnished by such
  Holder. Each holder of Registrable Shares will, if Registrable Shares held by it
  are included in the securities as to which such  registration is being effected,
  indemnify  the Company,  Underwriters  and Counsel  against all claims,  losses,
  damages and  liabilities  (or actions,  proceedings  or  settlements  in respect
  thereof,  arising out of or based on any sale of Registrable Shares made by such
  holder  following  receipt by such holder of written  notice  from the  Company,
  Underwriters  or Counsel that the  registration  statement filed with respect to
  such  Registrable  Shares contains an untrue statement of material fact or omits
  to state a material fact necessary in order to make the statements made therein,
  in light of the circumstances under which they were made, not misleading.
  
             (c) Each party entitled to indemnification  under this Section 5 (the
  "Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
  indemnification  (the "Indemnifying Pray") promptly after such Indemnified Party
  has actual knowledge of any claim as to which indemnify may be sought, and shall
  permit the  Indemnifying  Party to assume  the  defense of any such claim or any
  litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
  Party,  who shall conduct the defense of such claim or any litigation  resulting
  therefrom,  shall be approved by the Indemnified Party (whose approval shall not
  unreasonably be withheld or delayed),  and the Indemnified Party may participate
  in such defense at such Indemnified  Party's expense.  No Indemnifying Party, in
  the defense of any such claim or  litigation,  shall  except with the consent of
  each  Indemnified  Party,  consent  to entry of any  judgment  or enter into any
  settlement which does not include as an unconditional term thereof the giving by
  the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
  liability in respect to
  
                                                           60
  such claim or litigation.  Each Indemnified Party shall furnish such information
  regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
  reasonably request in writing and as shall be reasonably  required in connection
  with defense of such claim and litigation resulting therefrom.
  
           VI.  Information  by  Holder  of  Registrable  Shares.  Each  holder of
  Registrable Shares shall furnish to the Company such information  regarding such
  holder of  Registrable  Shares and the  distribution  proposed by such holder of
  Registrable Shares as the Company may reasonably request in writing and as shall
  be reasonably  required in connection with any registration  referred to in this
  Agreement.
  
           VII.     Miscellaneous.
  
       A.  Governing  Law.  This  agreement  shall be govemed by and  construed in
  accordance  with the laws of the  State of New York  without  giving  effect  to
  conflict of laws.
  
                    B.  Successors  and  Assigns.  Except  as  otherwise  provided
  herein, the provision hereof shall inure to the benefit of, and be binding upon,
  the successors,  assigns,  heirs,  executors and  administrators  of the parties
  hereto.
  
       C.  Entire  Agreement.  This  Agreement  constitutes  the full  and  entire
  understanding  and  agreement  between  the  parties  with regard to the subject
  matter hereof.
  
                    D. Notices etc, All notices and other communications  required
  or permitted  hereunder  shall be in writing and shall be mailed by  first-class
  mail, postage prepaid,  or delivered by hand or by messenger or courier delivery
  service,  addressed (a) if to an Investor,  at such Investor's address set forth
  on  exhibit A hereof,  or at such  other  address  as such  Investor  shall have
  furnished  to the  Company in  writing,  or (b) if to the  Company at or at such
  other address as the Company shall have furnished to each Investor and each such
  other holder in writing.
  
                    E. Delays or  Omissions.  No delay or omission to exercise any
  right,  power or remedy accruing to any holder or any Registrable  Shares,  upon
  any breach or default of the Company under this Agreement, shall impair any such
  right,  power or remedy of such holder nor shall it be  construed to be a waiver
  of any such breach or default,  or an acquiescence  any single breach or default
  be deemed a waiver of any other  breach or  default  thereafter  occurring.  Any
  waiver,  permit, consent or approval of any kind or character on the part of any
  holder of any breach or default under this Agreement,  or any waiver on the part
  of any party of any  provisions  of  conditions  of this  Agreement,  must be in
  writing and shall be effective only to the extent specifically set forth in such
  writing.  All  remedies,  either  under this  Agreement,  or by law or otherwise
  afforded to any holder, shall be cumulative and not alternative.
  
       F.  Counterparts.   This  agreement  may  be  executed  in  any  number  of
  counterparts,  each of which may be executed by less than all of the  Investors,
  each of which shall be enforceable
  
                                                           61
  against the  parties  actually  executing  such  counterparts,  and all of which
  together shall constitute one instrument.
  
       G.  Severability.  In the case any  provision  of this  agreement  shall be
  invalid, illegal or unenforceable,  the validity, legality and enforceability of
  the remaining provisions shall not in any way be affected or impaired thereby.
  
             H. Amendments. The provisions of this Agreement may be amended at any
  time and from time to time, and particular of this Agreement may be waived, with
  and only with an  agreement  or consent in writing  signed by the Company and by
  the Investors currently holding fifty percent (50%) of the Registrable Shares as
  of the date of such amendment or waiver.
  
             I. Termination of Registration Rights. This Agreement shall terminate
  at  such  time as  there  ceases  to be at  least  $50,000  in  face  amount  of
  outstanding  Convertible  Debentures  which  constitute  Registrable  Shares  as
  defined herein.
  
             The foregoing  Registration Rights Agreement is hereby executed as of
  the date first above written.
  
  COMPANY:
  
  THERMO-MIZER ENVIRONMENTAL, CORP.
  
                                                           BY:
  NAME:
  TITLE:
  BY:
  NAME:
  TITLE:
  
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