Agreement will not conflict with any instrument or agreement


                             LOCK-UP LETTER FOR
                        THERMACELL TECHNOLOGIES, INC.


     By virtue of the execution of this letter agreement (the "Agreement") 
the undersigned individual and/or entity (hereinafter referred to as the 
"Shareholder"), as record and beneficial owner of the number of shares of 
Common Stock, $.001 par value per share set forth opposite the Shareholder's 
name at the end of this Agreement (the "Shares"), of ThermaCell Technologies, 
Inc., a Florida corporation (the "Company") hereby represents and warrants to 
the Company as follows:

     a)  The undersigned has full power and authority to enter into this 
         Agreement and to restrict the transferability and saleability of the 

     b)  The undersigned's compliance with the terms and conditions of this 
         Agreement will not conflict with any instrument or agreement 
         pertaining to the Shares or the transaction contemplated herein; and 
         will not conflict in, result in a breach of, or constitute a default 
         under any instrument to which the Shareholder is a party;

     c)  The undersigned owns the Shares free and clear of any and all liens 
         and encumbrances.

     By virtue of the execution of this Agreement and solely in consideration 
for the Company's utilizing its best efforts to cause the preparation and 
filing with the Securities and Exchange Commission (the "SEC") of a 
Registration Statement on Form SB-2 (the "Registrant Statement") under the 
Securities Act of 1933, as amended (the "Act"), causing the same to be 
ordered effective by the SEC; and the firm commitment undertaking by Monroe 
Parker Securities, Inc. to act as underwriter (the "Underwriter") in 
connection with the offering of 1,250,000 Units at $4.00 per Unit and the 
execution of an Underwriting Agreement between the Underwriter and the 
Company, the terms and conditions of which are hereby incorporated herein by 
reference and which document is hereinafter referred to as the "Underwriting 
Agreement"; the Shareholder hereby agrees with the Underwriter and the 
Company as follows:

     The Shareholder agrees not to sell or otherwise dispose of all shares of 
the Company's Common Stock required by the Shareholder through the date of 
this Agreement for a period of at least two (2) years from the effective date 
of the Prospectus for the Company's firm commitment underwriting undertaken 
by the Underwriter, without the Underwriter's consent, except in private 
transactions in which the purchaser agrees to be bound by such lock-up 
agreement with the Underwriter.  The Underwriter has the right to extend this 
lock-up period for one (1) additional year if the Company does not achieve 
during any 12 consecutive month period a cumulative pre-tax profit on income, 
calculated and in accordance with GAAP of at least $3,000,000.

                                        Very truly yours,

No. of Shares
             -------------              --------------------------------------
                                        Name of Stockholder


                                        Street Address

                                        City, State and Zip Code

                                        Telephone Number


Basic Info X:

Name: Agreement will not conflict with any instrument or agreement
Type: Instrument or Agreement
Date: Feb. 19, 1997
State: Florida

Other info:


  • ThermaCell Technologies , Inc.
  • Securities and Exchange Commission
  • Monroe Parker Securities , Inc.
  • Company 's Common Stock


  • Florida


  • $ .001
  • $ 4.00
  • $ 3,000,000