SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



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



                                    FORM 8-K



                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




Date of Report  (Date of earliest  event  reported):   August 1, 1997

                        THERMACELL TECHNOLOGIES, INC.
-------------------------------------------------------------------------------
              (Exact name of registrant as specified in charter)



       FLORIDA                     0-21279                 59-3223708 
-------------------------------------------------------------------------------
(State or other jurisdiction      (Commission               (IRS Employer
     of incorporation)            File Number)              Identification No.)



 5419 PROVOST DRIVE
 HOLIDAY, FLORIDA                                             34690
-------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)



Registrant's  telephone  Number,   including  area  code:   (813) 938-3269



                                       N/A
-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 2.       Acquisition or Disposition of Assets

On August 1,  1997,  ThermaCell  Technologies,  Inc.  ("Company")  closed on its
acquisition for the purchase of 100% of the outstanding  stock of Atlas Chemical
Co., a Florida  corporation  ("Atlas ").  Atlas is a  distributor  of  specialty
coatings and paints, located in Miami, Florida.
     The total purchase price to be paid for the Atlas stock is  $1,000,000.00 .
$800,000 was paid at closing.  $200,000 is currently  being held in escrow which
shall be  released  to Atlas,  subject to  adjustment  as  provided in the Stock
Purchase Agreement,  upon receiving Atlas's audited financial statements for the
period  ending June 30, 1997.  Reference  is made to the form of Stock  Purchase
Agreement  attached  as an  exhibit  to this  Form  8-K for  additional  details
regarding the terms of this acquisition.
     The Company  acquired the stock of Atlas  through the formation of a wholly
owned subsidiary,  Atlas Acquisition Corporation.  Atlas Acquisition Corporation
has entered  into a five year lease for the Atlas  facilities  located in Miami,
Florida.  The  initial  rent for this  facility  is  $6,247.50  per month.  Rent
increases to  $10,500.00  per month  commencing  August 1, 1999.  The  principal
stockholders  of  Atlas  entered  into   non-competition  and   non-solicitation
covenants for a period of five years from the date of the acquisition.

ITEM   7.   Financial   Statements,   Proforma   Financial   Information   and
Exhibits

     In accordance with item 7, paragraph 4, the audited financial statements of
Atlas and the related pro-forma  financial  information shall be filed within 60
days of the date that this Form 8-K is due.









                  [BALANCE OF PAGE LEFT BLANK INTENTIONALLY]


<PAGE>



                                   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 thereunto duly authorized.

                                             ThermaCell Technologies, Inc.
                                             (Registrant)

                                             By:  /s/ John Pidorenko
                                                  -------------------------
                                                  JOHN PIDORENKO
                                                  Chief Executive Officer

Date:  August _____, 1997


<PAGE>


                            STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT  ("Agreement") made this ___ day of July,
1997,  by and  among  DONALD  N.  PETERSON,  CAROLE  P.  HALLIBURTON,  JOHN H.
HALLIBURTON,  JR., DALE A.  PETERSON,  GLEN N.  PETERSON,  DONALD N. PETERSON,
and CAROLE P.  HALLIBURTON,  as  Co-Trustees  of the FRANK A.  PETERSON  TRUST
(collectively the "Stockholders"),  ATLAS CHEMICAL CO., a Florida corporation,
("Company")   and  ATLAS   ACQUISITION   CORP.,  a  Florida   corporation  and
wholly-owned   subsidiary   of  THERMACELL   TECHNOLOGIES,   INC.,  a  Florida
corporation, ("Buyer").

                                R E C I T A L S:

      WHEREAS,  the  Stockholders are the owners of 4,121 shares of common stock
of the Company (the "Shares") as set forth in Schedule "A" attached hereto which
constitutes all of the issued and outstanding shares of the capital stock of the
Company;

      WHEREAS, the Company manufactures and sells paints and related products;

      WHEREAS,  Buyer  desires to acquire all of the shares of the Company owned
by the  Stockholders  pursuant to the terms and  conditions of this Agreement so
that the Buyer may become the sole  stockholder of the Company and thereby be in
control of the assets, systems and other proprietary rights of the Company;

      WHEREAS,  the  Stockholders  desire  to sell all of their  Shares to the
Buyer for the consideration and on the terms as set forth herein;

      WHEREAS, the parties desire to document their understanding with regard to
the purchase of the Shares.

      NOW, THEREFORE,  in consideration of the promises and of the covenants and
agreements herein contained, and for other good and valuable consideration,  the
receipt and adequacy of which is hereby acknowledged, it is agreed as follows:

      1.    Purchase of Shares.

            a. At the closing  (hereinafter  defined "Closing") the Stockholders
shall sell to the Buyer and the Buyer shall purchase from the Stockholders,  for
the  consideration  hereinafter  specified,  4,121 shares of common stock of the
Company,   which  represent  one  hundred  percent  (100%)  of  the  issued  and
outstanding  Shares  of  capital  stock  of the  Company.  At the  Closing,  the
Stockholders shall deliver to Buyer stock certificates  representing the Shares,
duly endorsed in blank or duly executed  stock powers  attached,  in proper form


<PAGE>


for transfer, free and clear of all liens, pledges, claims or other encumbrances
of any nature whatsoever.

            b. The Stockholders represent and warrant that the Shares, as of the
date of this Agreement and as of the Closing Date, are and shall be owned as set
forth in  Schedule  "A,"  attached  hereto  and that all the Shares are free and
clear of all liens and encumbrances, and are fully paid and non-assessable.

            c.    The  Purchase  Price  to be  paid  to  the  Stockholders  in
consideration for the Shares is One Million Dollars  ($1,000,000),  to be paid
as follows:

                  1.  Buyer   shall  pay  Eight   hundred   Thousand   Dollars
($800,000) at the Closing by wire transfer or cashiers check.

                  2. Buyer shall pay Two Hundred Thousand Dollars  ($200,000) at
closing to the law firm of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, PA, as
escrow  agent,  which  amount  shall be held by the escrow  agent in an interest
bearing account for up to one hundred  thirty-five  (135) days after the Closing
Date, or such earlier date that Buyer  obtains an audited  balance sheet for the
Company as of June 30, 1997,  and audited  income  statements  for the Company's
three (3)  prior  years of  operations  as  required  under  applicable  federal
securities   laws.  If  the  June  30,  1997  audited   balance  sheet  reflects
stockholder's  equity  of the  Company  to be more than  Five  Thousand  Dollars
($5,000) less than as reflected on the Company's unaudited June 30, 1997 balance
sheet  provided to Buyer then such  difference  shall be disbursed to Buyer as a
reduction  of  the  Purchase  Price.  The  remaining  escrowed  funds  shall  be
distributed to the Stockholders.  Interest earned on the escrowed funds shall be
paid to the parties in proportion to their escrow distributions.

      2.    Agreements   with  Certain   Employees  or   Stockholders.   As  a
condition  to the sale and  purchase  of the Shares  hereunder,  Buyer and the
Company  shall  enter  into  the  following  agreements  with  certain  of the
stockholders:

            A. Three  automobiles owned by the Company and identified on Exhibit
K hereof,  shall be transferred to those individuals listed in the same Exhibit.
After the Closing, Buyer shall cause the Company to satisfy or continue payments
on the loan secured by the 1992 Cadillac.

            B. The Company  shall retain  DONALD N.  PETERSON as an  independent
consultant for a period of six (6) months after the Closing for a consulting fee
of $4,000 per month. The Company shall continue to employ DALE A. PETERSON, GLEN
PETERSON  AND JOHN H.  HALLIBURTON  for a period  of six (6)  months  after  the


<PAGE>


Closing Date subject to their continued  performance of full time service to the
Company for such period at their normal  salaries in effect prior to the Closing
Date.

            C.  Non-Competition/Non-Solicitation   Agreements.  At  Closing  the
Stockholders  shall enter into  non-competition/non-solicitation  agreements for
the  benefit  of  the  Company  restricting  their  participation  in  competing
businesses for a period whichever is the longer of: (i) five (5) years after the
Closing except for Glen Peterson who shall be required to enter into a three (3)
year non-solicitation agreement only.

            D. Lease of Business  Location.  At Closing the Company  shall enter
into a five (5) year lease  ("Lease") for the Company's  Business  Location with
the FRANK A. PETERSON TRUST which owns the property. The lease shall provide for
the following rent (which  includes the cost of real estate taxes and insurance)
based upon rentable space of 21,000 square feet:

            Years 1 and 2                             $3.57/sq.ft.

            Years 3 and 4                             $5.50/sq.ft.

            Year 5                                    $6.00/sq.ft.

      The lease shall grant the Company a right of first refusal to purchase the
Business Location property during the term of the lease.

      3.  Representations,  Warranties  and  Covenants  of the  Company  and the
Stockholders.  In order to induce  the Buyer to enter into this  Agreement,  the
Stockholders  and the Company  represent,  warrant and covenant,  on a joint and
several basis, which representations, warranties and covenants shall survive the
Closing, as follows:

            a. Corporate Status.  The Company has taken all actions necessary to
authorize and permit the execution,  delivery and  performance of this Agreement
on behalf of or by the Company. This Agreement constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms. Neither the
execution and delivery of this Agreement nor the  consummation by the Company of
the transactions herein contemplated will conflict with the Charter or Bylaws of
the Company or any agreement or instrument to which the Company is a party or by
which it is bound.

            b. Absence of Litigation.  There is no claim, suit, action or legal,
administrative,  arbitration or other  proceeding or governmental  investigation
pending, or, to the Stockholders' knowledge threatened against the Company other
than that which is  identified in Schedule "B" attached  hereto.  The Company is
not in  violation  of  any  federal,  state  or  local  law,  including  without


<PAGE>


limitation, business opportunity,  franchise, license, wage and hour, employment
and occupational safety  legislation,  except such violations which individually
or in the  aggregate,  do not have a materially  adverse effect on the Company's
business or property, except as set forth in Schedule "B" attached hereto.

            c.    Adverse Changes.  In the past 60 days:

                  (1)  There  has not been any  material  adverse  change in the
financial  condition,  assets or business of the Company,  other than changes in
the ordinary course of the Company's business;

                  (2) There has been no  damage,  destruction  or loss,  whether
covered by insurance  or not, or, any other event or condition of any  character
materially adversely affecting the business or property of the Company;

                  (3)   The  business of the  Company  has been  carried on in
substantially the same manner as previously; and

                  (4) The Company has not engaged in any material  transactions,
and no material  amount of the assets of the Company has been disposed of, other
than in the ordinary course of business.

            d.    Contracts  and  Commitments.  The Company has  performed  in
all material  respects its obligations  under all contracts and commitments by
which it is bound is not in  material  breach or default  or to its  knowledge
alleged to be in material breach or default thereunder.

            e. Taxes.  The Company has filed with the  appropriate  governmental
agencies  all tax and other  returns  required to be filed by it with respect to
its business and property.  Such returns  properly  reflect the tax liability of
the Company with respect to the periods  covered  thereby.  All federal,  state,
local and foreign income, profits, franchise, sales, use, occupation,  property,
excise and other taxes due with respect to the Company and its  operations on or
before the date of this Agreement have been paid,  except such amounts which the
Company is  disputing  in good  faith.  The  Company  has  withheld  all amounts
required to be withheld by it from payrolls,  and all required federal and state
withholding tax payments have been made.

            f.    Infringement.  The  Company has not  received  notice of any
claim  against  the  Company  for  infringement  of  any  patent,   copyright,
trademark, tradename or trade secret of others.


<PAGE>


            g.  Capitalization.  The Company has authorized five thousand shares
(5,000) of common stock,  ______ par value per share,  of which 4121 shares will
be issued and  outstanding  after the  Closing.  All of such shares are, and the
shares when issued pursuant to this Agreement, will be, duly authorized, validly
issued,  fully paid and nonassessable.  The Stockholders have no other rights to
acquire any shares of capital  stock,  and no preemptive  rights or  contractual
agreements with respect to its capital stock.

            h.    Environmental Matters.

                  (i) Neither the  Stockholders nor the Company has received any
request for information,  notice of claim,  demand or notification that it/he is
or may be potentially responsible under CERCLA or any Environmental Law or other
similar law or regulation with respect to any  investigation  or clean-up of any
threatened or actual release, discharge,  emission, or disposal of any hazardous
materials, except as set forth in Schedule "C."

                  (ii) To the best knowledge of the Company and the Stockholders
no hazardous  materials  (other than: (i) good and  merchantable  finished goods
held for sale;  (ii) raw  materials  used in the  Company's  business;  or (iii)
retained,  reworked and obsolete  goods and  materials  pending for disposal for
which  disposal  arrangements  have  been  made  which  are in  compliance  with
applicable  Environmental  Laws) are or have been present at any property now or
previously owned,  operated,  used or leased by the Company.  Except for one (1)
storage tank located at the Company's plant identified in the Company's  storage
tank liability insurance policy included as part of Exhibit H hereto,  there are
no underground storage tanks, active or abandoned, or above-ground storage tanks
or surface impoundments at any property now or previously owned, operated,  used
or leased by the  Company.  To the best  knowledge of the  Stockholders  and the
Company,  there  are no  past or  present  actions,  activities,  circumstances,
conditions,  incidents or events arising from the operation, ownership or use by
the  Company  or  Stockholders  of any  property  now  or  previously  owned  in
connection  with the Company,  or used or leased in connection  with the Company
including, without limitation, the release, discharge,  emission, or disposal of
any hazardous  material into the environment,  that could reasonably be expected
to result in the  incurrence  of costs  under  any  Environmental  Laws or could
reasonably  be expected to form the basis of any notice to the  Stockholders  or
Company  alleging  potential  liability  arising  out  of any  violation  of any
applicable Environmental Law, except as set forth in Schedule "C."

                  (iii)  To the  best  knowledge  of the  Stockholders  and  the
Company,  no  hazardous  materials  generated,  transported,  or  managed by the
Company  or its  agents  have come to be  located at any site which is listed or
proposed  for  listing  under  CERCLA,   Comprehensive  Environmental  response,
Compensation and Liability Information Systems (CERCLIS) or on any similar state
list, or which is the subject of Federal, state, or local enforcement actions or


<PAGE>


other   investigations   which  may  lead  to  claims  against  the  Company  or
Stockholders for clean-up costs,  remedial work, damages to natural resources or
for personal injury claims,  including, but not limited to, claims under CERCLA,
except as set forth in Schedule "C."

           i. Financial  Statements.  The Stockholders  shall deliver to Buyer a
Balance  Sheet at June 30,  1997 of Company  and a  Statement  of Income for the
Company for the period ending June 30, 1997 (the  "Financial  Statements").  The
Stockholders shall also deliver to Buyer a Balance Sheet and Statement of Income
for the last two (2) fiscal years prior to the date of the Financial Statements.
The Financial  Statements shall be updated through the end of the Company's most
recent month, and are to be further updated as of the Closing Date and:

                 (1)   Are in  accordance  with the books and  records  of the
Company;

                 (2) Are true and accurate  statements  and fairly set forth the
financial  condition  and  results of the  operations  of the  Company as of the
relevant  dates thereof and for the periods  covered  thereby and do not omit to
state or reflect any material facts concerning the Company required to be stated
or  reflected  therein  when  necessary  to  make  the  statements  therein  not
misleading;

                 (3) Have been prepared in accordance  with  generally  accepted
accounting principles (GAAP) consistently applied and maintained; and

                 (4) Contain and reflect all  necessary  adjustments  for a fair
representation  of the results of  operations  and  financial  condition for the
periods covered by the statements.

           j. Absence of Undisclosed  Liabilities.  To the best knowledge of the
Stockholders  and the  Company  except  as  disclosed  in  Schedule  D or in the
Financial Statements delivered to the Buyer by the Stockholders pursuant to this
Agreement,  the  Company  is not  obligated  for,  nor are any of the  assets or
properties  of the Company  subject  to, any  liabilities  of any kind  (whether
accrued,  absolute,  contingent or  otherwise).  There are no facts known to the
Stockholders  to exist as of the date of this  Agreement  that might  reasonably
serve as the basis now or in the future for any  liabilities  or  obligations of
the Company not disclosed in this Agreement or the schedules hereto.

            k.    Title to Assets and Condition of Properties.

                  (1) The  Company has good and  marketable  title to all of the
assets and other  properties,  machinery,  equipment  and assets,  both real and
personal,  shown  or  reflected  on the  Financial  Statements  or  used  in its


<PAGE>


business,  and such properties and assets are subject to no mortgage,  guaranty,
judgment,   execution,  pledge,  lien,  conditional  sales  agreement,  security
agreement,   encumbrance  or  charge,  except  as  disclosed  in  the  Financial
Statements (with respect to which no default exists).  All assets and properties
are in good  operating  condition  and  repair  as  required  for  their  use as
presently conducted, reasonable wear and tear excepted, except for a pebble mill
and 10hp  disburser  which are not in use by the  Company,  and are  operated in
conformity  with all applicable  building and zoning  ordinances and regulations
and all other  applicable laws,  ordinances and  regulations.  All of the assets
used by the  Company in the  operation  of its  business,  are  included  in the
Company's Financial Statements.

                  (2) Real Property - Owned. Set forth in Schedule "E" hereto is
a  description  of the  location  of each parcel of real  property  owned by the
Company,  the name address and policy number  pertaining to the title  insurance
company  insuring  such parcel or other  evidence of title  issued with  respect
thereto and a description of the type of use of each such parcel. Except for (a)
current  taxes  or  assessments  due  but  not yet  payable  and (b)  mortgages,
easements, liens and restrictions of record, the Company has good and marketable
title to each parcel of real property free and clear of all mortgages,  options,
liens, charges, security interests,  leases, covenants,  conditions,  easements,
agreements,  claims, restrictions or other encumbrances of every kind and, other
than pursuant to applicable  zoning laws, there exists no restriction on the use
or transfer of such property.

                  (3) Real and Personal Property - Leased. Set forth on Schedule
"F" hereto is a description  of each lease under which the Company is the lessee
or lessor of any real or personal  property.  The premises or property described
in said leases are presently occupied or used by the Company as lessee under the
terms of said leases. All rentals due under said leases have been paid and there
exists  no  default  under the terms of said  leases  and no event has  occurred
which,  upon passage of time or the giving of notice,  or both,  would result in
any event of default or prevent the Company from  exercising  and  obtaining the
benefits of any options or renewal rights contained therein. The Company has all
right, title and interest of the lessee under the terms of said leases,  free of
all clients,  claims or  encumbrances  and all such leases are valid and in full
force and effect.

      Except as provided on Schedule "F"  thereto,  there is no default or basis
for acceleration or termination under, nor has any event occurred,  nor does any
condition  exist  which,  with the  passage of time or the giving of notice,  or
both, would constitute a default or basis for acceleration  under any underlying
lease,  agreement,  mortgage  or deed of  trust,  which  default  or  basis  for
acceleration  would adversely  affect any lease described on Schedule "F" or the
property or use of the property  covered by such lease,  agreement,  mortgage or
deed of trust as a result of the transactions provided for in this Agreement.


<PAGE>


            l.  Accounts  and Notes  Receivable.  All of the  accounts and notes
receivable of the Company as of July 7, 1997 are represented in a list which has
been  delivered  to the Buyer by the Company such  receivables,  as adjusted for
properly  accounted for sales and collections in the ordinary course of business
through  the Closing  Date,  are,  and at the  Closing  will be, bona fide trade
accounts  receivable and, will be collectible in full taking into  consideration
the allowances for doubtful accounts  reflected in the Financial  Statements and
are subject to no known asserted defenses.

            m.  Inventories.  The  inventories set forth on the Balance Sheet at
June 30,  1997,  are  properly  valued at the lower of average cost or market in
accordance with generally accepted accounting principles consistently maintained
and  applied.  All items of inventory  acquired by the Company  between June 30,
1997 and the Closing Date, have been, and all items of inventory  acquired after
the date hereof and prior to the Closing  Date will be,  acquired or produced by
the Company in the ordinary course of business and properly accounted for in the
books and records of the Company on the same basis. All items of inventory,  net
of reserves,  presently held by the Company consist,  and all items of inventory
held by the company on the Closing will consist, except for obsolete items which
have been fully  written off or  reserved  for on the  Balance  Sheet,  and slow
moving  items to the extent they have been  written  off or reserved  for on the
Balance  Sheet at June 30,  1997 of items of a quality  and  quantity  currently
usable and salable  (without  restriction)  in the  ordinary  course of business
without markdown or discount.

            n.  Insurance  Coverage.  The Company  maintains  policies for fire,
casualty,  liability,  product liability and other insurance covering all of its
properties  and assets,  in amounts  customarily  obtained by  businesses in the
region in which such properties or assets are located. The Company shall deliver
to the Buyer,  within thirty (30) days of the execution of this  Agreement  true
and  complete  copies of all such  policies.  Schedule  "H" sets forth each such
policy  by its  identification  number  and  indicating  as to each  policy  the
insurer, type of policy, amount of coverage, annual premium and expiration date.
Such policies or like policies are, as of the date of this  Agreement,  and will
be on the Closing Date, outstanding and duly in force.

            o. Approvals and Consents. No consent,  approval or authorization of
any  governmental  authority,  person or entity nor a party to this Agreement is
required to be obtained by the  Stockholders  or the Company in connection  with
the  execution,  delivery  or  performance  of this  Agreement  or of any  other
document,  instrument or agreement referred to herein by the Stockholders or the
consummation by them of the transactions contemplated hereby.

            p.    No  Discontinuance  of  Customers.  None of the customers of
the Company have notified the Company or the Stockholders  that they intend to
discontinue their relationship with the Company.



<PAGE>


            q.    Special  Arrangements.  Except  as  identified  on  Schedule
"L," no special  arrangements  exist  with the  Stockholders  with  respect to
goods or services  supplied by  Stockholders  to the  Company,  or between the
Company and its customers or suppliers.

            r. Sales and  Distribution  Agreements.  The Company has no sales or
distribution agreements except as identified on Schedule "I." Accordingly, Buyer
shall  be  under  no  restriction  to  sell or  market  the  products  currently
manufactured  or to be  manufactured  by the  Company  except  pursuant  to such
agreements. A true and correct copy of each such agreement shall be delivered to
Buyer prior to the Closing.

            s.  Labor   Agreements,   Employee  Benefits  Plan,  and  Employment
Agreements. Except as set forth and detailed on Schedule "J" hereto, the Company
is not a party to any of the  following  agreements:  (a) any  union  collective
bargaining or similar agreement, (b) any profit-sharing,  deferred compensation,
bonus, stock option,  stock purchase,  retainer,  consulting health,  welfare or
incentive  plan or agreement  (whether  any are legally  binding or not, (c) any
plan or policy providing for "fringe  benefits" to its employees,  including but
not limited to, vacation, disability, sick leave, medical, hospitalization, life
insurance and other insurance  plans, and related  benefits,  (d) any employment
agreement,  and (e) any plan under ERISA.  True,  correct and complete copies of
all documents  creating or  evidencing  any plan,  agreement or  obligation  (or
summaries  thereof)  listed on Schedule  "J" will be delivered to Buyer prior to
Closing.  There are no  negotiations,  demands or proposals which are pending or
which  have been made  which  concern  matters  now  covered,  or that  would be
covered, by the type of agreements listed in this Paragraph.

            t.  Discrimination,  Occupational  Safety  and  Other  Statutes  and
Regulations.  No person or party  (including,  but not limited to,  governmental
agencies  of any  kind)  has  any  claim,  or,  to  the  best  knowledge  of the
Stockholders and the Company, has any basis for any action or proceeding against
the Company  arising out of any  statute,  ordinance or  regulation  relating to
discrimination in employment or employment  practices or occupational safety and
health standards (including,  but without limiting the foregoing, the Fair Labor
Standards  Act,  as  amended;  Title VII of the  Civil  Rights  Act of 1964,  as
amended;  or the Age  Discrimination in Employment in Employment Act of 1967, as
amended or OSHA). To the best knowledge of the Stockholders and the Company, the
Company is not in  default  under or in  violation  of any other  statute,  law,
ordinance,  rule or regulation  which may result in any expense,  cost, claim or
liability to it or its assets.


<PAGE>


            u.    Disclosure.  Nothing  in this  Agreement,  nor  any  written
statement or document  furnished by or on behalf of the Company in  connection
with this transaction  contains any untrue statement of material fact or omits
to state a material fact.

            v.    Compliance  with All Laws. To the  Stockholders'  knowledge,
the Company has complied in all material  respects with all laws,  regulations
and orders applicable to its business as it is presently conducted.

            x.    Officers and  Directors.  The  following  persons are all of
the officers and directors of the Company:

                  Donald N. Peterson            President/Director
                  John H. Halliburton, Jr.      Vice
President/Secretary/Director
                  Frank A. Peterson       Director

      4.    Representations and Warranties of the Buyer.

      The Buyer represents and warrants to the Stockholders that:

            a.    Corporate Status.  The Buyer is a corporation  organized and
existing in good standing  under the laws of the State of Florida and has full
authority  and power to own its  properties  and conduct its business as it is
now carried on.

            b. Power and Authority.  The Buyer hereby represents and warrants to
the Stockholders  that the execution and delivery of this Agreement by the Buyer
and the performance of the  transactions  contemplated  hereby has been duly and
validly  authorized by the Buyer's Board of Directors and that this Agreement is
binding upon and enforceable against the Buyer in accordance with its terms. The
Buyer further  represents and warrants that all corporate and other  proceedings
required  to be taken by or on  behalf of the  Buyer to  authorize  the Buyer to
enter into and carry out this Agreement and for the delivery of the Common Stock
of the Stockholders to the Buyer, have been duly and properly taken.

            c. No Conflicts.  The execution and delivery of this Agreement,  the
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
compliance  with the terms of this Agreement by the Buyer will not conflict with
or  result in a breach of any of the terms or  provisions  of, or  constitute  a
default  under the Articles of  Incorporation  or the Bylaws of the Buyer or any
indenture, mortgage, loan agreement or other agreement of the Purchaser.

            d.    Financial  Information.  All financial  statements and other
financial  information provided by the Buyer to the Stockholders in connection


<PAGE>


with the  transactions  contemplated  by this  Agreement are true and accurate
and fairly represent the information which they purport to set forth.

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

            a.  Operation of Business.  The Company  shall  operate its business
only in the usual,  regular and  ordinary  manner and, to the extent  consistent
with such operation,  keep the business  organization intact, keep available the
services of its present officers and employees and preserve the present business
relationships  with customers,  suppliers,  and others having business  dealings
with the Company.

            b.  Noncontravention.  The  Company  shall  neither  enter  into any
transactions, take any action nor fail to take any action which would result in,
or  could   reasonably   be  expected  to  result  in  or  cause,   any  of  the
representations,   warranties,  disclosures,  agreements  or  covenants  of  the
Stockholders  contained in this Agreement,  the schedules hereto or any document
delivered  pursuant to this Agreement or in connection with the  consummation of
the transactions  contemplated  hereby, not being true and complete at and as of
the time immediately  after the occurrence of such transactions or the action is
taken or failed to be taken and also on the Closing Date.

                        c.    Advice of  Changes.  From the date hereof to the
Closing Date, the Company shall promptly advise the Buyer in writing of any fact
which,  if  existing  or known at the date of this  Agreement,  would  have been
required to be set forth in or disclosed pursuant to this Agreement.

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


<PAGE>


      6.    Closing.

            a.    Time and Place.  The  Closing  shall occur on or before July
31,  1997,  at the  offices  of the  Company,  or such other date and place as
mutually agreeable between the parties.

            b.    Deliveries  by  Buyer.  At  the  closing,  the  Buyer  shall
deliver to the Stockholders the  consideration  described in Section 1 and the
following:

                  (1)   certified  copies of  resolutions of the Buyer's Board
of Directors authorizing the transactions contemplated by this Agreement;

                  (2)   certificate of good standing of the Buyer, and;

                  (3) an opinion from Johnson,  Blakely,  Pope, Bokor, Ruppel, &
Burns,  P.A. , counsel to the Buyer,  dated the  closing  date,  in the form and
substance satisfactory to the Stockholders.

            c.    Delivery by Stockholders.  At the Closing,  the Stockholders
and the  Company  shall  deliver to the Buyer  their  Shares as  described  in
Section 1 and the following:

                  (1)    certification    from   the   Stockholders   that   all
representations,  warranties  and covenants set forth in this Agreement are true
and correct as of the Closing Date;

                  (2)   resignation  of  the   Stockholders  as  officers  and
directors of the Company effective immediately.

                  (3) an opinion from Gautier & Kavulich,  P.A.,  counsel to the
Stockholders and the Company,  dated the closing date, in the form and substance
satisfactory to the Buyer.

            d. Access to Assets and Information.  At the Closing, effective upon
the delivery of the Shares and  resignations  of the  Stockholders,  Buyer shall
elect the new Board of  Directors  of the Company.  The  resigning  Stockholders
shall deliver to the newly appointed  directors all keys,  combinations,  codes,
access  numbers,  passwords and other  information  as required to give such new
directors  immediate  access to all of the properties and assets of the Company,
including all proprietary paint formulas of the Company.


<PAGE>


            e.    Other  Instruments  or  Documents.   At  the  Closing,   the
parties,  for  themselves  or on  behalf of the  Company,  as the case may be,
shall execute and deliver the following:

                  (1)   employment                agreements               and
non-competition/non-solicitation agreements; and

                  (2) such other  instruments  or  documents as may be necessary
and appropriate to affect the transactions contemplated herein.

      7.    Warranties and Indemnity.

            a.    Effect.   Statements   made   in   certificates,    letters,
schedules and other  documents  delivered or deliverable  simultaneously  with
the execution of this Agreement or at the Closing by the  Stockholders  or the
Buyer shall be deemed representations and warranties made in this Agreement.

            b.  Survival  of  Representations   and  Warranties.   Each  of  the
representations,  warranties and covenants of any party hereto contained in this
Agreement  and the  liabilities  and  obligations  of the parties  with  respect
thereto  shall  survive the Closing  hereunder  for two (2) years after  Closing
Date, unless a different period of time is expressly provided herein.

            c. General Indemnification by Stockholders.  Subject to Section 7(b)
hereof, the Stockholders,  jointly and severally, agree to indemnify, defend and
hold  Buyer,   and  its  officers,   directors,   employees   and   shareholders
(collectively  "Buyer's  Indemnified  Persons")  harmless  from and  against all
demands,  suits,  claims,  actions  or causes of  action,  assessments,  losses,
damages,  liabilities,  penalties and reasonable costs and expenses  ("Indemnity
Losses")  incident  thereto  asserted  against,  suffered  or incurred by any of
Buyer's Indemnified Persons as a direct result of (i) any misrepresentations and
a breach  of the  representations  and  warranties  of the  Stockholders  or the
Company;  or (ii) the failure of the  Stockholders or the Company to perform any
of their respective  covenants or obligations  contained in this Agreement or in
any exhibit, schedule,  certificate or other instrument or document furnished or
to be furnished by the Stockholders or the Company pursuant to this Agreement or
in connection with the transactions contemplated by this Agreement.

            d. Specific Indemnification by Stockholders. All of the Stockholders
except for Glen N. Peterson and Dale A. Peterson agree to be responsible for any
fines or  assessments  imposed  on the  Company  with  respect  to the Sea Board
Chemical Site as described in Exhibit C hereof and shall indemnify the Buyer and
the Company and, defend and hold Buyer and the Company harmless from and against
all  claims  assessments,  costs and  expenses  relating  to this site  clean-up


<PAGE>


incurred  within five (5) years after the Closing  Date.  The same  Stockholders
also agree to pay any Florida  pollutant tax under Chapter 206 Florida  Statutes
which may be assessed  against the Company by the Florida  Department of Revenue
relating  to all tax  periods  prior to the  Closing  Date  and  five (5)  years
thereafter.  The same  Stockholders  shall  also pay all costs  associated  with
satisfying  of record the  judgment  recorded  in the  Official  Records of Dade
County,  Florida with respect to Dade County Circuit Court Case No.  91-22169 CA
04.

            e.  Indemnification by Buyer.  Subject to Section 7(b) hereof, Buyer
hereby agrees to indemnify,  defend and hold the Stockholders  harmless from and
against  any  indemnity   loss  asserted   against,   suffered  or  incurred  by
Stockholders as the direct result of any  misrepresentation or the breach of the
representations  and  warranties of Buyer or the failure of Buyer to perform any
of its covenants or  obligations  contained in this Agreement or in any exhibit,
schedule,  certificate  or  other  instrument  or  document  furnished  or to be
furnished  by  Buyer  pursuant  to this  Agreement  or in  connection  with  the
transactions contemplated in this Agreement.

                  8.    Notice.  Any  notices  under  the  Agreement  shall be
deemed to have been  sufficiently  given if sent by  registered  or  certified
mail, postage prepaid, addressed as follows:

            If to Stockholders:

            c/o Donald N. Peterson
            7870 SW 52nd Avenue
            Miami, Florida  34143

            With copy to:
            Jerome Kavulich, Esq.
            Law Center
            Suite 15
            370 Minorca Avenue
            Coral Gables, Florida  33134


<PAGE>


            If to Buyer:

            ThermaCell Technologies, Inc.
            5419 Provost Drive
            Holiday, Florida 34690
            Attn:  John Pidorenko, President

            With a copy to:

            David J. Ottinger
            Johnson, Blakely, Pope, Bokor,
            Ruppel & Burns, P.A.
            911 Chestnut Street
            Clearwater, Florida  34616

      9.    Miscellaneous.

            a.  Restrictive  Covenant.  Each  Stockholder  agrees that, from and
after the Closing,  he(she) will not, unless acting as an officer or employee of
the Company,  or with the Buyer's prior written consent,  directly or indirectly
own, manage,  operate,  join,  control, or participate in, or be connected as an
officer,  employee,  partner,  or otherwise  with,  any business  under any name
similar to the Company's  name,  and that,  for a period of five years after the
Closing,  he will not in any such manner directly or indirectly compete with, or
become  interested  in any  competitor  of, the  Company  with  respect to paint
manufacturing.  The Stockholders acknowledge that a remedy at law for any breach
by any of them of the foregoing  restrictive  covenants will be inadequate,  and
that the  Company  and the Buyer  shall be  entitled  to  injunctive  relief and
recovery of its costs and attorneys fees at all levels and in all proceedings.

            b.    Governing  Law.  This  Agreement   shall  be  construed  and
interpreted  and the rights of the parties  shall be  determined in accordance
with the laws of the State of Florida.

            c.  Successors.  All the terms and  provisions of this Agreement and
the agreements entered into pursuant to or as contemplated by this Agreement, by
or for the benefit of the parties  hereto or thereto,  shall be binding  upon or
inure  to  the   benefit   of  their   respective   executors,   administrators,
beneficiaries, heirs, successors and assigns.

            d.    Captions.  The captions and headings in this  Agreement  are
inserted for  convenience  of reference  only and shall not  constitute a part
hereof.


<PAGE>


            e.  Brokers or Finders.  The  parties  warrant to each other that no
broker,  agent or finder has been  retained or used by either of them to arrange
the transactions  contemplated  herein and each party covenants to indemnify and
hold the other  harmless  against  any and all  claims,  demands  and  expenses,
including reasonable  attorney's fees, made by any broker, agent or finder for a
commission or other  compensation for services  rendered in connection with this
transaction on such party's behalf.

            f.    Entire  Agreement.  This  Agreement  may not be  amended  or
modified except by a written  agreement  signed on behalf of the Buyer and the
Stockholders and the Company by their duly authorized representative.

            g.  Severability.   This  invalidity  or   unenforceability  of  any
particular  provision of this  Agreement  shall not affect the other  provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.  Furthermore, in lieu of such illegal,
invalid, or unenforceable provision there shall be added automatically as a part
of this Agreement a provision as similar in terms to such illegal,  invalid,  or
unenforceable provision as may be possible and be legal, valid and enforceable.

            h.    Time of the  Essence.  All  representations  made by Sellers
or Buyer  and the tie for  performance  of the  parties  hereunder  are of the
essence of this Agreement.

            i. Exhibits.  The Exhibits  attached hereto,  and all  post-Exhibits
attached  hereafter,  together  with all  documents  incorporated  by  reference
therein,  form an integral part of this  Agreement  and are hereby  incorporated
into this Agreement  wherever reference is made to them to the same extent as if
they were set out in full at the point at which such reference is made.

            j.  Confidentiality.   If  the  transactions  contemplated  by  this
Agreement are not  consummated  and are terminated  pursuant to any provision of
this  Agreement,  then  each of the  parties  to this  Agreement  agrees to keep
confidential  and  shall  not use for its  own  benefit  any of the  information
(unless in the public  domain)  obtained from any other party and shall promptly
return  to  such  other  parties  all  schedules,  documents  or  other  written
information  (without  retaining copies thereof)  previously  obtained from such
other parties.  Prior to the Closing neither party, without the specific consent
of the other, shall make any announcement or otherwise disclose the existence of
this Agreement,  other than to professional advisors and prospective  commercial
lenders who shall be instructed to keep it confidential.

            k.  Attorneys'  Fees.  In the event the  obligations  of the parties
expressed  herein are the subject of litigation,  the prevailing  party shall be


<PAGE>


entitled to recover  from the other party all  reasonable  costs and expenses of
such litigation, including reasonable attorneys' fees and costs of appeal.

      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first above written.

WITNESSES:                    BUYER:

/s/ Endura Hernandez
------------------------------          THERMACELL TECHNOLOGIES, INC.
Print Name: Endura Hernandez            a Florida Corporation
------------------------------

/s/ Bruce B. Quayle Jr.                 By: /s/ John Pidorenko
------------------------------          ---------------------------------------
Print Name: Bruce B. Quayle Jr.         Print Name: John Pidorenko
                                        ---------------------------------------
                                        As: President
                                        ---------------------------------------
                                        
                                        COMPANY:

                                        ATLAS CHEMICAL CO., a Florida
                                        Corporation

                                        By: /s/ Donald N. Peterson
                                        ---------------------------------------
                                        Print Name: Donald N. Peterson
                                        ---------------------------------------
                                        As: President
                                        ---------------------------------------
                                        
                                        STOCKHOLDERS:

                                        /s/ Donald N. Peterson
                                        ---------------------------------------
                                        DONALD N. PETERSON
                                        /s/ Carole P. Halliburton
                                        ---------------------------------------
                                        CAROLE P. HALLIBURTON
                                        /s/ John H. Halliburton Jr.
                                        ---------------------------------------
                                        JOHN H. HALLIBURTON, JR.
                                        /s/ Dale A. Peterson
                                        ---------------------------------------
                                        DALE A. PETERSON


<PAGE>


                                       /s/ Glen N. Peterson 
                                       ----------------------------------------
                                       GLEN N. PETERSON
                                       /s/ Donald N. Peterson 
                                       ----------------------------------------
                                       DONALD N. PETERSON, as a
                                       Co-Trustee of the FRANK A.
                                       PETERSON TRUST
                                       /s/ Carole P. Halliburton
                                       ----------------------------------------
                                       CAROLE P. HALLIBURTON, as a
                                       Co-Trustee of the FRANK A.
                                       PETERSON TRUST



<PAGE>


                                 
                           INDEX OF EXHIBITS/SCHEDULES



A.          List of Selling Stockholders

B.          Litigation and Claims

C.          Environmental Matters

D.          Non-Balance Sheet liabilities

E.          Real Property Owned

F.          Leases

H.          Schedule of Insurance

I.          Sales and Distribution Agreements

J.          Employee Agreements

K.          Schedule of Automobiles
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 49979}]
{"company-data": {"conformed-name": "THERMACELL TECHNOLOGIES INC", "cik": "0001002360", "assigned-sic": "2851", "irs-number": "593223708", "state-of-incorporation": "FL", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21279", "film-number": "97652833"}, "business-address": {"street1": "5419 PROVOST DR", "city": "HOLIDAY", "state": "FL", "zip": "34690", "phone": "8139383269"}, "mail-address": {"street1": "5419 PROVOST DR", "city": "HOLIDAY", "state": "FL", "zip": "34690"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report  (Date of earliest  event  reported):   August 1, 1997

                        THERMACELL TECHNOLOGIES, INC.
-------------------------------------------------------------------------------
              (Exact name of registrant as specified in charter)

       FLORIDA                     0-21279                 59-3223708 
-------------------------------------------------------------------------------
(State or other jurisdiction      (Commission               (IRS Employer
     of incorporation)            File Number)              Identification No.)

 5419 PROVOST DRIVE
 HOLIDAY, FLORIDA                                             34690
-------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's  telephone  Number,   including  area  code:   (813) 938-3269

                                       N/A
-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
ITEM 2.       Acquisition or Disposition of Assets

On August 1,  1997,  ThermaCell  Technologies,  Inc.  ("Company")  closed on its
acquisition for the purchase of 100% of the outstanding  stock of Atlas Chemical
Co., a Florida  corporation  ("Atlas ").  Atlas is a  distributor  of  specialty
coatings and paints, located in Miami, Florida.
     The total purchase price to be paid for the Atlas stock is  $1,000,000.00 .
$800,000 was paid at closing.  $200,000 is currently  being held in escrow which
shall be  released  to Atlas,  subject to  adjustment  as  provided in the Stock
Purchase Agreement,  upon receiving Atlas's audited financial statements for the
period  ending June 30, 1997.  Reference  is made to the form of Stock  Purchase
Agreement  attached  as an  exhibit  to this  Form  8-K for  additional  details
regarding the terms of this acquisition.
     The Company  acquired the stock of Atlas  through the formation of a wholly
owned subsidiary,  Atlas Acquisition Corporation.  Atlas Acquisition Corporation
has entered  into a five year lease for the Atlas  facilities  located in Miami,
Florida.  The  initial  rent for this  facility  is  $6,247.50  per month.  Rent
increases to  $10,500.00  per month  commencing  August 1, 1999.  The  principal
stockholders  of  Atlas  entered  into   non-competition  and   non-solicitation
covenants for a period of five years from the date of the acquisition.

ITEM   7.   Financial   Statements,   Proforma   Financial   Information   and
Exhibits

     In accordance with item 7, paragraph 4, the audited financial statements of
Atlas and the related pro-forma  financial  information shall be filed within 60
days of the date that this Form 8-K is due.

                  [BALANCE OF PAGE LEFT BLANK INTENTIONALLY]
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 thereunto duly authorized.

                                             ThermaCell Technologies, Inc.
                                             (Registrant)

                                             By:  /s/ John Pidorenko
                                                  -------------------------
                                                  JOHN PIDORENKO
                                                  Chief Executive Officer

Date:  August _____, 1997
STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT  ("Agreement") made this ___ day of July,
1997,  by and  among  DONALD  N.  PETERSON,  CAROLE  P.  HALLIBURTON,  JOHN H.
HALLIBURTON,  JR., DALE A.  PETERSON,  GLEN N.  PETERSON,  DONALD N. PETERSON,
and CAROLE P.  HALLIBURTON,  as  Co-Trustees  of the FRANK A.  PETERSON  TRUST
(collectively the "Stockholders"),  ATLAS CHEMICAL CO., a Florida corporation,
("Company")   and  ATLAS   ACQUISITION   CORP.,  a  Florida   corporation  and
wholly-owned   subsidiary   of  THERMACELL   TECHNOLOGIES,   INC.,  a  Florida
corporation, ("Buyer").

                                R E C I T A L S:

      WHEREAS,  the  Stockholders are the owners of 4,121 shares of common stock
of the Company (the "Shares") as set forth in Schedule "A" attached hereto which
constitutes all of the issued and outstanding shares of the capital stock of the
Company;

      WHEREAS, the Company manufactures and sells paints and related products;

      WHEREAS,  Buyer  desires to acquire all of the shares of the Company owned
by the  Stockholders  pursuant to the terms and  conditions of this Agreement so
that the Buyer may become the sole  stockholder of the Company and thereby be in
control of the assets, systems and other proprietary rights of the Company;

      WHEREAS,  the  Stockholders  desire  to sell all of their  Shares to the
Buyer for the consideration and on the terms as set forth herein;

      WHEREAS, the parties desire to document their understanding with regard to
the purchase of the Shares.

      NOW, THEREFORE,  in consideration of the promises and of the covenants and
agreements herein contained, and for other good and valuable consideration,  the
receipt and adequacy of which is hereby acknowledged, it is agreed as follows:

      1.    Purchase of Shares.

            a. At the closing  (hereinafter  defined "Closing") the Stockholders
shall sell to the Buyer and the Buyer shall purchase from the Stockholders,  for
the  consideration  hereinafter  specified,  4,121 shares of common stock of the
Company,   which  represent  one  hundred  percent  (100%)  of  the  issued  and
outstanding  Shares  of  capital  stock  of the  Company.  At the  Closing,  the
Stockholders shall deliver to Buyer stock certificates  representing the Shares,
duly endorsed in blank or duly executed  stock powers  attached,  in proper form
for transfer, free and clear of all liens, pledges, claims or other encumbrances
of any nature whatsoever.

            b. The Stockholders represent and warrant that the Shares, as of the
date of this Agreement and as of the Closing Date, are and shall be owned as set
forth in  Schedule  "A,"  attached  hereto  and that all the Shares are free and
clear of all liens and encumbrances, and are fully paid and non-assessable.

            c.    The  Purchase  Price  to be  paid  to  the  Stockholders  in
consideration for the Shares is One Million Dollars  ($1,000,000),  to be paid
as follows:

                  1.  Buyer   shall  pay  Eight   hundred   Thousand   Dollars
($800,000) at the Closing by wire transfer or cashiers check.

                  2. Buyer shall pay Two Hundred Thousand Dollars  ($200,000) at
closing to the law firm of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, PA, as
escrow  agent,  which  amount  shall be held by the escrow  agent in an interest
bearing account for up to one hundred  thirty-five  (135) days after the Closing
Date, or such earlier date that Buyer  obtains an audited  balance sheet for the
Company as of June 30, 1997,  and audited  income  statements  for the Company's
three (3)  prior  years of  operations  as  required  under  applicable  federal
securities   laws.  If  the  June  30,  1997  audited   balance  sheet  reflects
stockholder's  equity  of the  Company  to be more than  Five  Thousand  Dollars
($5,000) less than as reflected on the Company's unaudited June 30, 1997 balance
sheet  provided to Buyer then such  difference  shall be disbursed to Buyer as a
reduction  of  the  Purchase  Price.  The  remaining  escrowed  funds  shall  be
distributed to the Stockholders.  Interest earned on the escrowed funds shall be
paid to the parties in proportion to their escrow distributions.

      2.    Agreements   with  Certain   Employees  or   Stockholders.   As  a
condition  to the sale and  purchase  of the Shares  hereunder,  Buyer and the
Company  shall  enter  into  the  following  agreements  with  certain  of the
stockholders:

            A. Three  automobiles owned by the Company and identified on Exhibit
K hereof,  shall be transferred to those individuals listed in the same Exhibit.
After the Closing, Buyer shall cause the Company to satisfy or continue payments
on the loan secured by the 1992 Cadillac.

            B. The Company  shall retain  DONALD N.  PETERSON as an  independent
consultant for a period of six (6) months after the Closing for a consulting fee
of $4,000 per month. The Company shall continue to employ DALE A. PETERSON, GLEN
PETERSON  AND JOHN H.  HALLIBURTON  for a period  of six (6)  months  after  the
Closing Date subject to their continued  performance of full time service to the
Company for such period at their normal  salaries in effect prior to the Closing
Date.

            C.  Non-Competition/Non-Solicitation   Agreements.  At  Closing  the
Stockholders  shall enter into  non-competition/non-solicitation  agreements for
the  benefit  of  the  Company  restricting  their  participation  in  competing
businesses for a period whichever is the longer of: (i) five (5) years after the
Closing except for Glen Peterson who shall be required to enter into a three (3)
year non-solicitation agreement only.

            D. Lease of Business  Location.  At Closing the Company  shall enter
into a five (5) year lease  ("Lease") for the Company's  Business  Location with
the FRANK A. PETERSON TRUST which owns the property. The lease shall provide for
the following rent (which  includes the cost of real estate taxes and insurance)
based upon rentable space of 21,000 square feet:

            Years 1 and 2                             $3.57/sq.ft.

            Years 3 and 4                             $5.50/sq.ft.

            Year 5                                    $6.00/sq.ft.

      The lease shall grant the Company a right of first refusal to purchase the
Business Location property during the term of the lease.

      3.  Representations,  Warranties  and  Covenants  of the  Company  and the
Stockholders.  In order to induce  the Buyer to enter into this  Agreement,  the
Stockholders  and the Company  represent,  warrant and covenant,  on a joint and
several basis, which representations, warranties and covenants shall survive the
Closing, as follows:

            a. Corporate Status.  The Company has taken all actions necessary to
authorize and permit the execution,  delivery and  performance of this Agreement
on behalf of or by the Company. This Agreement constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms. Neither the
execution and delivery of this Agreement nor the  consummation by the Company of
the transactions herein contemplated will conflict with the Charter or Bylaws of
the Company or any agreement or instrument to which the Company is a party or by
which it is bound.

            b. Absence of Litigation.  There is no claim, suit, action or legal,
administrative,  arbitration or other  proceeding or governmental  investigation
pending, or, to the Stockholders' knowledge threatened against the Company other
than that which is  identified in Schedule "B" attached  hereto.  The Company is
not in  violation  of  any  federal,  state  or  local  law,  including  without
limitation, business opportunity,  franchise, license, wage and hour, employment
and occupational safety  legislation,  except such violations which individually
or in the  aggregate,  do not have a materially  adverse effect on the Company's
business or property, except as set forth in Schedule "B" attached hereto.

            c.    Adverse Changes.  In the past 60 days:

                  (1)  There  has not been any  material  adverse  change in the
financial  condition,  assets or business of the Company,  other than changes in
the ordinary course of the Company's business;

                  (2) There has been no  damage,  destruction  or loss,  whether
covered by insurance  or not, or, any other event or condition of any  character
materially adversely affecting the business or property of the Company;

                  (3)   The  business of the  Company  has been  carried on in
substantially the same manner as previously; and

                  (4) The Company has not engaged in any material  transactions,
and no material  amount of the assets of the Company has been disposed of, other
than in the ordinary course of business.

            d.    Contracts  and  Commitments.  The Company has  performed  in
all material  respects its obligations  under all contracts and commitments by
which it is bound is not in  material  breach or default  or to its  knowledge
alleged to be in material breach or default thereunder.

            e. Taxes.  The Company has filed with the  appropriate  governmental
agencies  all tax and other  returns  required to be filed by it with respect to
its business and property.  Such returns  properly  reflect the tax liability of
the Company with respect to the periods  covered  thereby.  All federal,  state,
local and foreign income, profits, franchise, sales, use, occupation,  property,
excise and other taxes due with respect to the Company and its  operations on or
before the date of this Agreement have been paid,  except such amounts which the
Company is  disputing  in good  faith.  The  Company  has  withheld  all amounts
required to be withheld by it from payrolls,  and all required federal and state
withholding tax payments have been made.

            f.    Infringement.  The  Company has not  received  notice of any
claim  against  the  Company  for  infringement  of  any  patent,   copyright,
trademark, tradename or trade secret of others.
g.  Capitalization.  The Company has authorized five thousand shares
(5,000) of common stock,  ______ par value per share,  of which 4121 shares will
be issued and  outstanding  after the  Closing.  All of such shares are, and the
shares when issued pursuant to this Agreement, will be, duly authorized, validly
issued,  fully paid and nonassessable.  The Stockholders have no other rights to
acquire any shares of capital  stock,  and no preemptive  rights or  contractual
agreements with respect to its capital stock.

            h.    Environmental Matters.

                  (i) Neither the  Stockholders nor the Company has received any
request for information,  notice of claim,  demand or notification that it/he is
or may be potentially responsible under CERCLA or any Environmental Law or other
similar law or regulation with respect to any  investigation  or clean-up of any
threatened or actual release, discharge,  emission, or disposal of any hazardous
materials, except as set forth in Schedule "C."

                  (ii) To the best knowledge of the Company and the Stockholders
no hazardous  materials  (other than: (i) good and  merchantable  finished goods
held for sale;  (ii) raw  materials  used in the  Company's  business;  or (iii)
retained,  reworked and obsolete  goods and  materials  pending for disposal for
which  disposal  arrangements  have  been  made  which  are in  compliance  with
applicable  Environmental  Laws) are or have been present at any property now or
previously owned,  operated,  used or leased by the Company.  Except for one (1)
storage tank located at the Company's plant identified in the Company's  storage
tank liability insurance policy included as part of Exhibit H hereto,  there are
no underground storage tanks, active or abandoned, or above-ground storage tanks
or surface impoundments at any property now or previously owned, operated,  used
or leased by the  Company.  To the best  knowledge of the  Stockholders  and the
Company,  there  are no  past or  present  actions,  activities,  circumstances,
conditions,  incidents or events arising from the operation, ownership or use by
the  Company  or  Stockholders  of any  property  now  or  previously  owned  in
connection  with the Company,  or used or leased in connection  with the Company
including, without limitation, the release, discharge,  emission, or disposal of
any hazardous  material into the environment,  that could reasonably be expected
to result in the  incurrence  of costs  under  any  Environmental  Laws or could
reasonably  be expected to form the basis of any notice to the  Stockholders  or
Company  alleging  potential  liability  arising  out  of any  violation  of any
applicable Environmental Law, except as set forth in Schedule "C."

                  (iii)  To the  best  knowledge  of the  Stockholders  and  the
Company,  no  hazardous  materials  generated,  transported,  or  managed by the
Company  or its  agents  have come to be  located at any site which is listed or
proposed  for  listing  under  CERCLA,   Comprehensive  Environmental  response,
Compensation and Liability Information Systems (CERCLIS) or on any similar state
list, or which is the subject of Federal, state, or local enforcement actions or
other   investigations   which  may  lead  to  claims  against  the  Company  or
Stockholders for clean-up costs,  remedial work, damages to natural resources or
for personal injury claims,  including, but not limited to, claims under CERCLA,
except as set forth in Schedule "C."

           i. Financial  Statements.  The Stockholders  shall deliver to Buyer a
Balance  Sheet at June 30,  1997 of Company  and a  Statement  of Income for the
Company for the period ending June 30, 1997 (the  "Financial  Statements").  The
Stockholders shall also deliver to Buyer a Balance Sheet and Statement of Income
for the last two (2) fiscal years prior to the date of the Financial Statements.
The Financial  Statements shall be updated through the end of the Company's most
recent month, and are to be further updated as of the Closing Date and:

                 (1)   Are in  accordance  with the books and  records  of the
Company;

                 (2) Are true and accurate  statements  and fairly set forth the
financial  condition  and  results of the  operations  of the  Company as of the
relevant  dates thereof and for the periods  covered  thereby and do not omit to
state or reflect any material facts concerning the Company required to be stated
or  reflected  therein  when  necessary  to  make  the  statements  therein  not
misleading;

                 (3) Have been prepared in accordance  with  generally  accepted
accounting principles (GAAP) consistently applied and maintained; and

                 (4) Contain and reflect all  necessary  adjustments  for a fair
representation  of the results of  operations  and  financial  condition for the
periods covered by the statements.

           j. Absence of Undisclosed  Liabilities.  To the best knowledge of the
Stockholders  and the  Company  except  as  disclosed  in  Schedule  D or in the
Financial Statements delivered to the Buyer by the Stockholders pursuant to this
Agreement,  the  Company  is not  obligated  for,  nor are any of the  assets or
properties  of the Company  subject  to, any  liabilities  of any kind  (whether
accrued,  absolute,  contingent or  otherwise).  There are no facts known to the
Stockholders  to exist as of the date of this  Agreement  that might  reasonably
serve as the basis now or in the future for any  liabilities  or  obligations of
the Company not disclosed in this Agreement or the schedules hereto.

            k.    Title to Assets and Condition of Properties.

                  (1) The  Company has good and  marketable  title to all of the
assets and other  properties,  machinery,  equipment  and assets,  both real and
personal,  shown  or  reflected  on the  Financial  Statements  or  used  in its
business,  and such properties and assets are subject to no mortgage,  guaranty,
judgment,   execution,  pledge,  lien,  conditional  sales  agreement,  security
agreement,   encumbrance  or  charge,  except  as  disclosed  in  the  Financial
Statements (with respect to which no default exists).  All assets and properties
are in good  operating  condition  and  repair  as  required  for  their  use as
presently conducted, reasonable wear and tear excepted, except for a pebble mill
and 10hp  disburser  which are not in use by the  Company,  and are  operated in
conformity  with all applicable  building and zoning  ordinances and regulations
and all other  applicable laws,  ordinances and  regulations.  All of the assets
used by the  Company in the  operation  of its  business,  are  included  in the
Company's Financial Statements.

                  (2) Real Property - Owned. Set forth in Schedule "E" hereto is
a  description  of the  location  of each parcel of real  property  owned by the
Company,  the name address and policy number  pertaining to the title  insurance
company  insuring  such parcel or other  evidence of title  issued with  respect
thereto and a description of the type of use of each such parcel. Except for (a)
current  taxes  or  assessments  due  but  not yet  payable  and (b)  mortgages,
easements, liens and restrictions of record, the Company has good and marketable
title to each parcel of real property free and clear of all mortgages,  options,
liens, charges, security interests,  leases, covenants,  conditions,  easements,
agreements,  claims, restrictions or other encumbrances of every kind and, other
than pursuant to applicable  zoning laws, there exists no restriction on the use
or transfer of such property.

                  (3) Real and Personal Property - Leased. Set forth on Schedule
"F" hereto is a description  of each lease under which the Company is the lessee
or lessor of any real or personal  property.  The premises or property described
in said leases are presently occupied or used by the Company as lessee under the
terms of said leases. All rentals due under said leases have been paid and there
exists  no  default  under the terms of said  leases  and no event has  occurred
which,  upon passage of time or the giving of notice,  or both,  would result in
any event of default or prevent the Company from  exercising  and  obtaining the
benefits of any options or renewal rights contained therein. The Company has all
right, title and interest of the lessee under the terms of said leases,  free of
all clients,  claims or  encumbrances  and all such leases are valid and in full
force and effect.

      Except as provided on Schedule "F"  thereto,  there is no default or basis
for acceleration or termination under, nor has any event occurred,  nor does any
condition  exist  which,  with the  passage of time or the giving of notice,  or
both, would constitute a default or basis for acceleration  under any underlying
lease,  agreement,  mortgage  or deed of  trust,  which  default  or  basis  for
acceleration  would adversely  affect any lease described on Schedule "F" or the
property or use of the property  covered by such lease,  agreement,  mortgage or
deed of trust as a result of the transactions provided for in this Agreement.
l.  Accounts  and Notes  Receivable.  All of the  accounts and notes
receivable of the Company as of July 7, 1997 are represented in a list which has
been  delivered  to the Buyer by the Company such  receivables,  as adjusted for
properly  accounted for sales and collections in the ordinary course of business
through  the Closing  Date,  are,  and at the  Closing  will be, bona fide trade
accounts  receivable and, will be collectible in full taking into  consideration
the allowances for doubtful accounts  reflected in the Financial  Statements and
are subject to no known asserted defenses.

            m.  Inventories.  The  inventories set forth on the Balance Sheet at
June 30,  1997,  are  properly  valued at the lower of average cost or market in
accordance with generally accepted accounting principles consistently maintained
and  applied.  All items of inventory  acquired by the Company  between June 30,
1997 and the Closing Date, have been, and all items of inventory  acquired after
the date hereof and prior to the Closing  Date will be,  acquired or produced by
the Company in the ordinary course of business and properly accounted for in the
books and records of the Company on the same basis. All items of inventory,  net
of reserves,  presently held by the Company consist,  and all items of inventory
held by the company on the Closing will consist, except for obsolete items which
have been fully  written off or  reserved  for on the  Balance  Sheet,  and slow
moving  items to the extent they have been  written  off or reserved  for on the
Balance  Sheet at June 30,  1997 of items of a quality  and  quantity  currently
usable and salable  (without  restriction)  in the  ordinary  course of business
without markdown or discount.

            n.  Insurance  Coverage.  The Company  maintains  policies for fire,
casualty,  liability,  product liability and other insurance covering all of its
properties  and assets,  in amounts  customarily  obtained by  businesses in the
region in which such properties or assets are located. The Company shall deliver
to the Buyer,  within thirty (30) days of the execution of this  Agreement  true
and  complete  copies of all such  policies.  Schedule  "H" sets forth each such
policy  by its  identification  number  and  indicating  as to each  policy  the
insurer, type of policy, amount of coverage, annual premium and expiration date.
Such policies or like policies are, as of the date of this  Agreement,  and will
be on the Closing Date, outstanding and duly in force.

            o. Approvals and Consents. No consent,  approval or authorization of
any  governmental  authority,  person or entity nor a party to this Agreement is
required to be obtained by the  Stockholders  or the Company in connection  with
the  execution,  delivery  or  performance  of this  Agreement  or of any  other
document,  instrument or agreement referred to herein by the Stockholders or the
consummation by them of the transactions contemplated hereby.

            p.    No  Discontinuance  of  Customers.  None of the customers of
the Company have notified the Company or the Stockholders  that they intend to
discontinue their relationship with the Company.
q.    Special  Arrangements.  Except  as  identified  on  Schedule
"L," no special  arrangements  exist  with the  Stockholders  with  respect to
goods or services  supplied by  Stockholders  to the  Company,  or between the
Company and its customers or suppliers.

            r. Sales and  Distribution  Agreements.  The Company has no sales or
distribution agreements except as identified on Schedule "I." Accordingly, Buyer
shall  be  under  no  restriction  to  sell or  market  the  products  currently
manufactured  or to be  manufactured  by the  Company  except  pursuant  to such
agreements. A true and correct copy of each such agreement shall be delivered to
Buyer prior to the Closing.

            s.  Labor   Agreements,   Employee  Benefits  Plan,  and  Employment
Agreements. Except as set forth and detailed on Schedule "J" hereto, the Company
is not a party to any of the  following  agreements:  (a) any  union  collective
bargaining or similar agreement, (b) any profit-sharing,  deferred compensation,
bonus, stock option,  stock purchase,  retainer,  consulting health,  welfare or
incentive  plan or agreement  (whether  any are legally  binding or not, (c) any
plan or policy providing for "fringe  benefits" to its employees,  including but
not limited to, vacation, disability, sick leave, medical, hospitalization, life
insurance and other insurance  plans, and related  benefits,  (d) any employment
agreement,  and (e) any plan under ERISA.  True,  correct and complete copies of
all documents  creating or  evidencing  any plan,  agreement or  obligation  (or
summaries  thereof)  listed on Schedule  "J" will be delivered to Buyer prior to
Closing.  There are no  negotiations,  demands or proposals which are pending or
which  have been made  which  concern  matters  now  covered,  or that  would be
covered, by the type of agreements listed in this Paragraph.

            t.  Discrimination,  Occupational  Safety  and  Other  Statutes  and
Regulations.  No person or party  (including,  but not limited to,  governmental
agencies  of any  kind)  has  any  claim,  or,  to  the  best  knowledge  of the
Stockholders and the Company, has any basis for any action or proceeding against
the Company  arising out of any  statute,  ordinance or  regulation  relating to
discrimination in employment or employment  practices or occupational safety and
health standards (including,  but without limiting the foregoing, the Fair Labor
Standards  Act,  as  amended;  Title VII of the  Civil  Rights  Act of 1964,  as
amended;  or the Age  Discrimination in Employment in Employment Act of 1967, as
amended or OSHA). To the best knowledge of the Stockholders and the Company, the
Company is not in  default  under or in  violation  of any other  statute,  law,
ordinance,  rule or regulation  which may result in any expense,  cost, claim or
liability to it or its assets.
u.    Disclosure.  Nothing  in this  Agreement,  nor  any  written
statement or document  furnished by or on behalf of the Company in  connection
with this transaction  contains any untrue statement of material fact or omits
to state a material fact.

            v.    Compliance  with All Laws. To the  Stockholders'  knowledge,
the Company has complied in all material  respects with all laws,  regulations
and orders applicable to its business as it is presently conducted.

            x.    Officers and  Directors.  The  following  persons are all of
the officers and directors of the Company:

                  Donald N. Peterson            President/Director
                  John H. Halliburton, Jr.      Vice
President/Secretary/Director
                  Frank A. Peterson       Director

      4.    Representations and Warranties of the Buyer.

      The Buyer represents and warrants to the Stockholders that:

            a.    Corporate Status.  The Buyer is a corporation  organized and
existing in good standing  under the laws of the State of Florida and has full
authority  and power to own its  properties  and conduct its business as it is
now carried on.

            b. Power and Authority.  The Buyer hereby represents and warrants to
the Stockholders  that the execution and delivery of this Agreement by the Buyer
and the performance of the  transactions  contemplated  hereby has been duly and
validly  authorized by the Buyer's Board of Directors and that this Agreement is
binding upon and enforceable against the Buyer in accordance with its terms. The
Buyer further  represents and warrants that all corporate and other  proceedings
required  to be taken by or on  behalf of the  Buyer to  authorize  the Buyer to
enter into and carry out this Agreement and for the delivery of the Common Stock
of the Stockholders to the Buyer, have been duly and properly taken.

            c. No Conflicts.  The execution and delivery of this Agreement,  the
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
compliance  with the terms of this Agreement by the Buyer will not conflict with
or  result in a breach of any of the terms or  provisions  of, or  constitute  a
default  under the Articles of  Incorporation  or the Bylaws of the Buyer or any
indenture, mortgage, loan agreement or other agreement of the Purchaser.

            d.    Financial  Information.  All financial  statements and other
financial  information provided by the Buyer to the Stockholders in connection
with the  transactions  contemplated  by this  Agreement are true and accurate
and fairly represent the information which they purport to set forth.

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

            a.  Operation of Business.  The Company  shall  operate its business
only in the usual,  regular and  ordinary  manner and, to the extent  consistent
with such operation,  keep the business  organization intact, keep available the
services of its present officers and employees and preserve the present business
relationships  with customers,  suppliers,  and others having business  dealings
with the Company.

            b.  Noncontravention.  The  Company  shall  neither  enter  into any
transactions, take any action nor fail to take any action which would result in,
or  could   reasonably   be  expected  to  result  in  or  cause,   any  of  the
representations,   warranties,  disclosures,  agreements  or  covenants  of  the
Stockholders  contained in this Agreement,  the schedules hereto or any document
delivered  pursuant to this Agreement or in connection with the  consummation of
the transactions  contemplated  hereby, not being true and complete at and as of
the time immediately  after the occurrence of such transactions or the action is
taken or failed to be taken and also on the Closing Date.

                        c.    Advice of  Changes.  From the date hereof to the
Closing Date, the Company shall promptly advise the Buyer in writing of any fact
which,  if  existing  or known at the date of this  Agreement,  would  have been
required to be set forth in or disclosed pursuant to this Agreement.

            d.    Contracts  and  Commitments.  The  Company  shall  not enter
into any contract or commitment or engage in any  transaction not in the usual
an ordinary course of business and consistent with past practices  without the
written consent of the Buyer.
6.    Closing.

            a.    Time and Place.  The  Closing  shall occur on or before July
31,  1997,  at the  offices  of the  Company,  or such other date and place as
mutually agreeable between the parties.

            b.    Deliveries  by  Buyer.  At  the  closing,  the  Buyer  shall
deliver to the Stockholders the  consideration  described in Section 1 and the
following:

                  (1)   certified  copies of  resolutions of the Buyer's Board
of Directors authorizing the transactions contemplated by this Agreement;

                  (2)   certificate of good standing of the Buyer, and;

                  (3) an opinion from Johnson,  Blakely,  Pope, Bokor, Ruppel, &
Burns,  P.A. , counsel to the Buyer,  dated the  closing  date,  in the form and
substance satisfactory to the Stockholders.

            c.    Delivery by Stockholders.  At the Closing,  the Stockholders
and the  Company  shall  deliver to the Buyer  their  Shares as  described  in
Section 1 and the following:

                  (1)    certification    from   the   Stockholders   that   all
representations,  warranties  and covenants set forth in this Agreement are true
and correct as of the Closing Date;

                  (2)   resignation  of  the   Stockholders  as  officers  and
directors of the Company effective immediately.

                  (3) an opinion from Gautier & Kavulich,  P.A.,  counsel to the
Stockholders and the Company,  dated the closing date, in the form and substance
satisfactory to the Buyer.

            d. Access to Assets and Information.  At the Closing, effective upon
the delivery of the Shares and  resignations  of the  Stockholders,  Buyer shall
elect the new Board of  Directors  of the Company.  The  resigning  Stockholders
shall deliver to the newly appointed  directors all keys,  combinations,  codes,
access  numbers,  passwords and other  information  as required to give such new
directors  immediate  access to all of the properties and assets of the Company,
including all proprietary paint formulas of the Company.
e.    Other  Instruments  or  Documents.   At  the  Closing,   the
parties,  for  themselves  or on  behalf of the  Company,  as the case may be,
shall execute and deliver the following:

                  (1)   employment                agreements               and
non-competition/non-solicitation agreements; and

                  (2) such other  instruments  or  documents as may be necessary
and appropriate to affect the transactions contemplated herein.

      7.    Warranties and Indemnity.

            a.    Effect.   Statements   made   in   certificates,    letters,
schedules and other  documents  delivered or deliverable  simultaneously  with
the execution of this Agreement or at the Closing by the  Stockholders  or the
Buyer shall be deemed representations and warranties made in this Agreement.

            b.  Survival  of  Representations   and  Warranties.   Each  of  the
representations,  warranties and covenants of any party hereto contained in this
Agreement  and the  liabilities  and  obligations  of the parties  with  respect
thereto  shall  survive the Closing  hereunder  for two (2) years after  Closing
Date, unless a different period of time is expressly provided herein.

            c. General Indemnification by Stockholders.  Subject to Section 7(b)
hereof, the Stockholders,  jointly and severally, agree to indemnify, defend and
hold  Buyer,   and  its  officers,   directors,   employees   and   shareholders
(collectively  "Buyer's  Indemnified  Persons")  harmless  from and  against all
demands,  suits,  claims,  actions  or causes of  action,  assessments,  losses,
damages,  liabilities,  penalties and reasonable costs and expenses  ("Indemnity
Losses")  incident  thereto  asserted  against,  suffered  or incurred by any of
Buyer's Indemnified Persons as a direct result of (i) any misrepresentations and
a breach  of the  representations  and  warranties  of the  Stockholders  or the
Company;  or (ii) the failure of the  Stockholders or the Company to perform any
of their respective  covenants or obligations  contained in this Agreement or in
any exhibit, schedule,  certificate or other instrument or document furnished or
to be furnished by the Stockholders or the Company pursuant to this Agreement or
in connection with the transactions contemplated by this Agreement.

            d. Specific Indemnification by Stockholders. All of the Stockholders
except for Glen N. Peterson and Dale A. Peterson agree to be responsible for any
fines or  assessments  imposed  on the  Company  with  respect  to the Sea Board
Chemical Site as described in Exhibit C hereof and shall indemnify the Buyer and
the Company and, defend and hold Buyer and the Company harmless from and against
all  claims  assessments,  costs and  expenses  relating  to this site  clean-up
incurred  within five (5) years after the Closing  Date.  The same  Stockholders
also agree to pay any Florida  pollutant tax under Chapter 206 Florida  Statutes
which may be assessed  against the Company by the Florida  Department of Revenue
relating  to all tax  periods  prior to the  Closing  Date  and  five (5)  years
thereafter.  The same  Stockholders  shall  also pay all costs  associated  with
satisfying  of record the  judgment  recorded  in the  Official  Records of Dade
County,  Florida with respect to Dade County Circuit Court Case No.  91-22169 CA
04.

            e.  Indemnification by Buyer.  Subject to Section 7(b) hereof, Buyer
hereby agrees to indemnify,  defend and hold the Stockholders  harmless from and
against  any  indemnity   loss  asserted   against,   suffered  or  incurred  by
Stockholders as the direct result of any  misrepresentation or the breach of the
representations  and  warranties of Buyer or the failure of Buyer to perform any
of its covenants or  obligations  contained in this Agreement or in any exhibit,
schedule,  certificate  or  other  instrument  or  document  furnished  or to be
furnished  by  Buyer  pursuant  to this  Agreement  or in  connection  with  the
transactions contemplated in this Agreement.

                  8.    Notice.  Any  notices  under  the  Agreement  shall be
deemed to have been  sufficiently  given if sent by  registered  or  certified
mail, postage prepaid, addressed as follows:

            If to Stockholders:

            c/o Donald N. Peterson
            7870 SW 52nd Avenue
            Miami, Florida  34143

            With copy to:
            Jerome Kavulich, Esq.
            Law Center
            Suite 15
            370 Minorca Avenue
            Coral Gables, Florida  33134
If to Buyer:

            ThermaCell Technologies, Inc.
            5419 Provost Drive
            Holiday, Florida 34690
            Attn:  John Pidorenko, President

            With a copy to:

            David J. Ottinger
            Johnson, Blakely, Pope, Bokor,
            Ruppel & Burns, P.A.
            911 Chestnut Street
            Clearwater, Florida  34616

      9.    Miscellaneous.

            a.  Restrictive  Covenant.  Each  Stockholder  agrees that, from and
after the Closing,  he(she) will not, unless acting as an officer or employee of
the Company,  or with the Buyer's prior written consent,  directly or indirectly
own, manage,  operate,  join,  control, or participate in, or be connected as an
officer,  employee,  partner,  or otherwise  with,  any business  under any name
similar to the Company's  name,  and that,  for a period of five years after the
Closing,  he will not in any such manner directly or indirectly compete with, or
become  interested  in any  competitor  of, the  Company  with  respect to paint
manufacturing.  The Stockholders acknowledge that a remedy at law for any breach
by any of them of the foregoing  restrictive  covenants will be inadequate,  and
that the  Company  and the Buyer  shall be  entitled  to  injunctive  relief and
recovery of its costs and attorneys fees at all levels and in all proceedings.

            b.    Governing  Law.  This  Agreement   shall  be  construed  and
interpreted  and the rights of the parties  shall be  determined in accordance
with the laws of the State of Florida.

            c.  Successors.  All the terms and  provisions of this Agreement and
the agreements entered into pursuant to or as contemplated by this Agreement, by
or for the benefit of the parties  hereto or thereto,  shall be binding  upon or
inure  to  the   benefit   of  their   respective   executors,   administrators,
beneficiaries, heirs, successors and assigns.

            d.    Captions.  The captions and headings in this  Agreement  are
inserted for  convenience  of reference  only and shall not  constitute a part
hereof.
e.  Brokers or Finders.  The  parties  warrant to each other that no
broker,  agent or finder has been  retained or used by either of them to arrange
the transactions  contemplated  herein and each party covenants to indemnify and
hold the other  harmless  against  any and all  claims,  demands  and  expenses,
including reasonable  attorney's fees, made by any broker, agent or finder for a
commission or other  compensation for services  rendered in connection with this
transaction on such party's behalf.

            f.    Entire  Agreement.  This  Agreement  may not be  amended  or
modified except by a written  agreement  signed on behalf of the Buyer and the
Stockholders and the Company by their duly authorized representative.

            g.  Severability.   This  invalidity  or   unenforceability  of  any
particular  provision of this  Agreement  shall not affect the other  provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.  Furthermore, in lieu of such illegal,
invalid, or unenforceable provision there shall be added automatically as a part
of this Agreement a provision as similar in terms to such illegal,  invalid,  or
unenforceable provision as may be possible and be legal, valid and enforceable.

            h.    Time of the  Essence.  All  representations  made by Sellers
or Buyer  and the tie for  performance  of the  parties  hereunder  are of the
essence of this Agreement.

            i. Exhibits.  The Exhibits  attached hereto,  and all  post-Exhibits
attached  hereafter,  together  with all  documents  incorporated  by  reference
therein,  form an integral part of this  Agreement  and are hereby  incorporated
into this Agreement  wherever reference is made to them to the same extent as if
they were set out in full at the point at which such reference is made.

            j.  Confidentiality.   If  the  transactions  contemplated  by  this
Agreement are not  consummated  and are terminated  pursuant to any provision of
this  Agreement,  then  each of the  parties  to this  Agreement  agrees to keep
confidential  and  shall  not use for its  own  benefit  any of the  information
(unless in the public  domain)  obtained from any other party and shall promptly
return  to  such  other  parties  all  schedules,  documents  or  other  written
information  (without  retaining copies thereof)  previously  obtained from such
other parties.  Prior to the Closing neither party, without the specific consent
of the other, shall make any announcement or otherwise disclose the existence of
this Agreement,  other than to professional advisors and prospective  commercial
lenders who shall be instructed to keep it confidential.

            k.  Attorneys'  Fees.  In the event the  obligations  of the parties
expressed  herein are the subject of litigation,  the prevailing  party shall be
entitled to recover  from the other party all  reasonable  costs and expenses of
such litigation, including reasonable attorneys' fees and costs of appeal.

      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first above written.

WITNESSES:                    BUYER:

/s/ Endura Hernandez
------------------------------          THERMACELL TECHNOLOGIES, INC.
Print Name: Endura Hernandez            a Florida Corporation
------------------------------

/s/ Bruce B. Quayle Jr.                 By: /s/ John Pidorenko
------------------------------          ---------------------------------------
Print Name: Bruce B. Quayle Jr.         Print Name: John Pidorenko
                                        ---------------------------------------
                                        As: President
                                        ---------------------------------------
                                        
                                        COMPANY:

                                        ATLAS CHEMICAL CO., a Florida
                                        Corporation

                                        By: /s/ Donald N. Peterson
                                        ---------------------------------------
                                        Print Name: Donald N. Peterson
                                        ---------------------------------------
                                        As: President
                                        ---------------------------------------
                                        
                                        STOCKHOLDERS:

                                        /s/ Donald N. Peterson
                                        ---------------------------------------
                                        DONALD N. PETERSON
                                        /s/ Carole P. Halliburton
                                        ---------------------------------------
                                        CAROLE P. HALLIBURTON
                                        /s/ John H. Halliburton Jr.
                                        ---------------------------------------
                                        JOHN H. HALLIBURTON, JR.
                                        /s/ Dale A. Peterson
                                        ---------------------------------------
                                        DALE A. PETERSON
/s/ Glen N. Peterson 
                                       ----------------------------------------
                                       GLEN N. PETERSON
                                       /s/ Donald N. Peterson 
                                       ----------------------------------------
                                       DONALD N. PETERSON, as a
                                       Co-Trustee of the FRANK A.
                                       PETERSON TRUST
                                       /s/ Carole P. Halliburton
                                       ----------------------------------------
                                       CAROLE P. HALLIBURTON, as a
                                       Co-Trustee of the FRANK A.
                                       PETERSON TRUST
INDEX OF EXHIBITS/SCHEDULES

A.          List of Selling Stockholders

B.          Litigation and Claims

C.          Environmental Matters

D.          Non-Balance Sheet liabilities

E.          Real Property Owned

F.          Leases

H.          Schedule of Insurance

I.          Sales and Distribution Agreements

J.          Employee Agreements

K.          Schedule of Automobiles