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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) July 7, 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, including area code)
  
  
  
  
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  ITEM 9.  Sales of Equity Securities Pursuant to Regulation S.
  
       On  July  7,  1997,  the  Registrant  issued  convertible  debentures  (the
  "Debentures") to two investors, each in the principal amount of $125,000, for an
  aggregate of $250,000.  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 October 6, 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, July 7, 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  $206,500  from the sale of the
  Debentures,  after deduction of expenses, including placement agent's commission
  of $25,000.  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
  
                    10.5     Press Release dated July 7, 1997
  
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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: July 18, 1997
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  schuster/thermo/8kjuly.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.
  
  
           No.      1                                        $125,000        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 $125,000,  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 $125,000 Debenture, and thereafter
  at the Holder's  request the Debentures are issuable in denominations of $25,000
  for an aggregate of  $125,000.  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
  
       Principal = The principal amount of the Debenture(s) to be converted,
  
       *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's 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
                                         36
  
  <PAGE>
  
  
  
       day 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 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
                                         54
  
  <PAGE>
  
  
  
       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).
  
  
       "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
                                         55
  <PAGE>
  
  
  
       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 sk-Y
  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 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.
                                         56
  <PAGE>
  
  
  
       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  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
                                         57
  <PAGE>
  
  
  
       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 ofthe  securities so registered  pro rata
  oii 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:
  
  
  
       (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 
                                         58
  <PAGE>
  
  
  
  
       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 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
                                         59
  <PAGE>
  
  
  
       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 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.
                                         60
  <PAGE>
  
  
  
       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  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:
                                         61
  <PAGE>
  
  
  
  BY:
  NAME:
  TITLE:
  
  
  
  
  
  
  <PAGE>
  
  
                                       
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         62
  
  <PAGE>
  
  
  
  EXHIBIT 10.5           Press Release Dated July 7, 1997
  
  
                                          63             
  
  <PAGE>
  
  
                                                  EXHIBIT 10.5
                                                 PRESS RELEASE
  
                                              (PRELIMINARY DRAFT)
  
  July 7, 1997
  
       THERMO-MIZER ENVIRONMENTAL CORP. ("Thermo-Mizer") - (NASDAQ- COMMON STOCK -
  THMZ, WARRANTS - THMZW), a Ridgefield, New Jersey - based company which designs,
  assembles  and sells  products  and  systems  used to monitor a wide  variety of
  environmental  conditions,  announced that it has issued convertible  debentures
  for an aggregate  principal of $250,000. This is the first tranche of financing 
  which is intended to be used to acquire Laminaire Corporation, a profitable 
  private company based in Rahway, New Jersey, pursuant to a letter of intent, 
  and for working capital.  These convertible debentures, which were issued
  pursuant to an exemption from registration, are convertible into shares of 
  Thermo-Mizer's  common  stock  at a price  per  share  equivalent  to 70% of the
  average  closing  bid  price  for the  five  trading  preceding  (i) the date of
  conversion or (ii) the date of closing,  July 7, 1997,  whichever is less.  
  
       Jon  J.  Darcy,   President  of  Thermo-Mizer,   stated,   "The  successful
  acquisition of Laminaire and the combining of operations are expected to provide
  a solid and profitable  base of business to expand product sales and make future
  acquisitions."
  
  
       Monetary Advancement  International,  Ltd. acted as the placement agent for
  the transaction  pursuant to the terms of a best efforts financial  agreement to
  raise up to $3.5 million in  convertible  debt or convertible  preferred  stock.
  Thermo-Mizer is attempting to complete such financing  within 45 days,  although
  no assurance thereof can be given.
  
  
       This press  release  contains  forward-looking  statements.  The  Company's
  actual  performance  might differ materially from that projected in such forward
  looking  statements  for  numerous  reasons,  including  those  contained in the
  Company's Annual Report on Form 10-KSB and other periodic reports filed with the
  Securities and Exchange Commission.
  
  
  CONTACT:               JON J. DARCY, PRESIDENT
                         Telephone No.    (201) 941-5805
  
  
                                         64
  
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "THERMO-MIZER ENVIRONMENTAL CORP", "cik": "0000934379", "assigned-sic": "5047", "irs-number": "222312917", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14216", "film-number": "97643423"}, "business-address": {"street1": "528 ORITAN AVE", "city": "RIDGEFIELD", "state": "NJ", "zip": "07657", "phone": "2019415805"}, "mail-address": {"street1": "380 LEXINGTON AVE", "street2": "380 LEXINGTON AVE", "city": "NEW YORK", "state": "NY", "zip": "10168"}}
text: Page 1 of 64
  
                         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) July 7, 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, including area code)
  
                                                       1
  Page 2 of 64
  ITEM 9.  Sales of Equity Securities Pursuant to Regulation S.
  
       On  July  7,  1997,  the  Registrant  issued  convertible  debentures  (the
  "Debentures") to two investors, each in the principal amount of $125,000, for an
  aggregate of $250,000.  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 October 6, 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, July 7, 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  $206,500  from the sale of the
  Debentures,  after deduction of expenses, including placement agent's commission
  of $25,000.  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 64
                    10.3     Form of Escrow Agreement
  
                    10.4     Form of Registration Rights Agreement
  
                    10.5     Press Release dated July 7, 1997
  
                                                       3
  Page 4 of 64
                                                   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: July 18, 1997
  
  schuster/thermo/8kjuly.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.
  
           No.      1                                        $125,000        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 $125,000,  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 $125,000 Debenture, and thereafter
  at the Holder's  request the Debentures are issuable in denominations of $25,000
  for an aggregate of  $125,000.  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
  
       Principal = The principal amount of the Debenture(s) to be converted,
  
       *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's 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
                                         36
  day 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 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
                                         54
  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).
  
       "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
                                         55
  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 sk-Y
  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 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.
                                         56
  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  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
                                         57
  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 ofthe  securities so registered  pro rata
  oii 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:
  
       (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 
                                         58
  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 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
                                         59
  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 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.
                                         60
  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  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:
                                         61
  BY:
  NAME:
  TITLE:
  62
  EXHIBIT 10.5           Press Release Dated July 7, 1997
  
                                          63
  EXHIBIT 10.5
                                                 PRESS RELEASE
  
                                              (PRELIMINARY DRAFT)
  
  July 7, 1997
  
       THERMO-MIZER ENVIRONMENTAL CORP. ("Thermo-Mizer") - (NASDAQ- COMMON STOCK -
  THMZ, WARRANTS - THMZW), a Ridgefield, New Jersey - based company which designs,
  assembles  and sells  products  and  systems  used to monitor a wide  variety of
  environmental  conditions,  announced that it has issued convertible  debentures
  for an aggregate  principal of $250,000. This is the first tranche of financing 
  which is intended to be used to acquire Laminaire Corporation, a profitable 
  private company based in Rahway, New Jersey, pursuant to a letter of intent, 
  and for working capital.  These convertible debentures, which were issued
  pursuant to an exemption from registration, are convertible into shares of 
  Thermo-Mizer's  common  stock  at a price  per  share  equivalent  to 70% of the
  average  closing  bid  price  for the  five  trading  preceding  (i) the date of
  conversion or (ii) the date of closing,  July 7, 1997,  whichever is less.  
  
       Jon  J.  Darcy,   President  of  Thermo-Mizer,   stated,   "The  successful
  acquisition of Laminaire and the combining of operations are expected to provide
  a solid and profitable  base of business to expand product sales and make future
  acquisitions."
  
       Monetary Advancement  International,  Ltd. acted as the placement agent for
  the transaction  pursuant to the terms of a best efforts financial  agreement to
  raise up to $3.5 million in  convertible  debt or convertible  preferred  stock.
  Thermo-Mizer is attempting to complete such financing  within 45 days,  although
  no assurance thereof can be given.
  
       This press  release  contains  forward-looking  statements.  The  Company's
  actual  performance  might differ materially from that projected in such forward
  looking  statements  for  numerous  reasons,  including  those  contained in the
  Company's Annual Report on Form 10-KSB and other periodic reports filed with the
  Securities and Exchange Commission.
  
  CONTACT:               JON J. DARCY, PRESIDENT
                         Telephone No.    (201) 941-5805
  
                                         64