SUBSCRIPTION AGREEMENT
                             ----------------------


Aquagenix, Inc.
6500 N.W. 15th Avenue
Fort Lauderdale, Florida  33309

Gentlemen:

      Pursuant to the discussion between Aquagenix, Inc., a Delaware corporation
(the "Company") and Tarragona Fund, Inc. (the "Undersigned"), the Undersigned is
writing to advise you of the  following  terms and  conditions  under  which the
Undersigned  hereby offers to subscribe (the "Offer") for the purchase of Eighty
Three Thousand Three Hundred Thirty Three (83,333)  shares  ("Shares") of Common
Stock,  par value $.01 per share,  at a purchase price of $6.00 per Share for an
aggregate amount of $500,000.

      1.    SUBSCRIPTION.  Subject to the terms and conditions  hereinafter  set
forth in this Subscription Agreement,  the Undersigned hereby offers to purchase
the Shares for an aggregate purchase price of $500,000.

            If the  Offer  is  accepted,  the  Shares  shall  be paid for by the
delivery of $500,000 by wire transfer payable to Aquagenix,  Inc., BankAtlantic,
1750 East Sunrise Boulevard,  Fort Lauderdale,  Florida,  33304; ABA #267083763,
Account #0055937302 and the certificate evidencing the Shares shall be delivered
to the Undersigned immediately thereafter.

      2.    Representations and Warranties.
            -------------------------------

      (i)   In order to induce the  Company  to accept  this  subscription,  the
Undersigned  hereby  represents and warrants to, and covenants with, the Company
as follows:

            (a) The Undersigned  has received and reviewed the Company's  Annual
      Reports on Form 10-KSB for the years ended  December  31,  1994,  1995 and
      1996 the Form  10-QSB for the quarter  ended March 31, 1997  (collectively
      the "Disclosure Documents");

            (b)  The  Undersigned  has  had  a  reasonable  opportunity  to  ask
      questions of and receive  answers from the Company  concerning the Company
      and the Shares, and all such questions,  if any, have been answered to the
      full satisfaction of the Undersigned;

            (c) The  Undersigned  has such  knowledge and expertise in financial
      and business  matters that the  Undersigned  is capable of evaluating  the
      merits and risks involved in an investment in the Company;









            (d) Except as set forth herein and in the Disclosure  Documents,  no
      representations  or warranties  have been made to the Undersigned by or on
      behalf of the Company or any agent,  employee or  affiliate of the Company
      and in entering into this  transaction the Undersigned is not relying upon
      any information, other than that contained in the Disclosure Documents and
      the results of independent investigation by the Undersigned;

            (e) The  Undersigned  understands  that (A) the Shares have not been
      registered  under the Act or the securities laws of any state,  based upon
      an exemption from such registration  requirements for non-public offerings
      pursuant  to an  exemption  under the Act;  (B) the Shares are and will be
      "restricted securities",  as said term is defined in Rule 144 of the Rules
      and Regulations  promulgated under the Act; (C) the Shares may not be sold
      or otherwise  transferred unless they have been first registered under the
      Act and all applicable state  securities  laws, or unless  exemptions from
      such registration  provisions are available with respect to said resale or
      transfer; (D) other than as set forth in the Disclosure Documents and this
      Subscription Agreement, the Company is under no obligation to register the
      Shares under the Act or any state  securities  laws, or to take any action
      to make any exemption from any such registration provisions available; (E)
      the  certificates for the Shares will bear a legend to the effect that the
      transfer  of  the  securities   represented  thereby  is  subject  to  the
      provisions hereof; and (F) stop transfer  instructions will be placed with
      the transfer agent for the Shares;

            (f) The  Undersigned  is acquiring the Shares solely for the account
      of the  Undersigned,  for  investment  purposes  only, and not with a view
      towards the resale or distribution thereof;

            (g) The Undersigned  will not sell or otherwise  transfer any of the
      Shares,  or any interest  therein,  unless and until (i) said Shares shall
      have  first  been  registered  under  the  Act and  all  applicable  state
      securities laws; or (ii) the Undersigned shall have first delivered to the
      Company a written  opinion of counsel  (which counsel and opinion (in form
      and substance)  shall be reasonably  satisfactory to the Company),  to the
      effect that the proposed sale or transfer is exempt from the  registration
      provisions of the Act and all applicable state securities laws;

            (h) The  Undersigned is a corporation  duly organized under the laws
      of the Panama;  has full power and  authority  to execute and deliver this
      Subscription  Agreement and to perform the  obligations of the Undersigned
      hereunder; and this Subscription Agreement is a legally binding obligation
      of the Undersigned in accordance with its terms;

            (i) The  Undersigned  is an  "accredited  investor," as such term is
      defined in Regulation D of the Rules and Regulations promulgated under the





                                      2






      Act and the Undersigned  understands  that the Company has determined that
      the exemption  from the  registration  provisions of the Securities Act of
      1933, as amended (the "Act"), which is based upon non-public offerings are
      applicable to the offer and sale of the Shares,  based,  in part, upon the
      representations,  warranties and agreements made by the Undersigned herein
      and in the this Subscription Agreement.

            (j)   Funding of this Subscription Agreement shall be made by wire
transfer of funds on or before 2:30 P.M. on Monday, May 19, 1997.

      (ii) In order to induce the  undersigned  to enter into this  Subscription
Agreement, the Company hereby represents and warrants to, and covenants with the
Company, as follows:

      (a)   The  Company  is a  corporation  duly  organized  under  the laws of
            Delaware;  has full power and  authority to execute and deliver this
            Subscription  Agreement and perform its obligations  hereunder,  and
            this  Agreement is a legally  binding  obligation  of the Company in
            accordance with its terms.

      (b)   The Shares when issued and paid for in accordance  with the terms of
            this  Subscription  Agreement  will be validly issued and fully paid
            and  non-assessable;  the holders thereof will not be subject to any
            personal liability as such holders; all corporate action required to
            be taken for the authorization, issuance sale of the Shares has been
            duly and validly taken.

      (c)   The execution and delivery of the  Subscription  Agreement  does not
            (i) conflict with or will conflict with, result in a material breach
            of, or  constitute a default under (x) the articles or bylaws of the
            Company;  (y) any material  contract,  indenture  mortgage,  deed of
            trust or other material agreement or instrument to which the Company
            is a party  or by  which  any of the  properties  or  assets  of the
            Company may be bound.

      (d)   The Company has filed with the  Securities  and Exchange  Commission
            ("SEC")  Disclosure  Documents  which  reports  do not  contain  any
            material misstatements of facts or omit to state any material facts.
            Since the date of filing of the last such  report  there has been no
            material  adverse  change in the business or financial  condition of
            the Company. Except as disclosed in the Disclosure Documents,  there
            are no pending or threatened  litigations or other proceedings which
            could have a material  adverse  effect on the  business or financial
            condition of the Company, except as described on Schedule 1 hereto.

      3.    UNDERTAKING   TO  REGISTER   SHARES.   The  Company   shall  file  a
registration  statement  for the Shares  within thirty days from the date hereof






                                        3






and will use its best  efforts to cause such  registration  statement  to become
effective as soon as reasonably possible.

      4.    The Undersigned  understands  that this  subscription is not binding
upon either party unless and until accepted by both parties, which acceptance is
at the sole  discretion  of each party and is to be  evidenced  by each  party's
execution of this Subscription Agreement where indicated.

      5.    Each party agrees to indemnify  the other and hold it harmless  from
and against any and all losses, damages,  liabilities,  costs and expenses which
it may sustain or incur in connection  with the breach by the other party of any
representation, warranty or covenant made by the other party herein.

      6.    Neither  this  Subscription  Agreement  nor any of the rights of the
Undersigned hereunder may be transferred or assigned by the Undersigned.

      7.    This  Subscription  Agreement  (i) may only be modified by a written
instrument executed by the Undersigned and the Company;  and (ii) sets forth the
entire  agreement of the Undersigned and the Company with respect to the subject
matter  hereof;  (iii)  shall be  governed  by the laws of the State of  Florida
applicable to contracts made and to be wholly performed therein;  and (iv) shall
inure to the benefit of, and be binding upon the Company and the Undersigned and
its respective successors and assigns.

      8.    All notices or other  communications  hereunder  shall be in writing
and shall be deemed to have been duly given if delivered personally or mailed by
certified or registered mail,  return receipt  requested,  postage  prepaid,  as
follows: if to the Undersigned,  Falcon Cliff Palace Road, Douglas, Isle of Man,
IM99 1EP, and if to the Company, to Aquagenix, Inc., 6500 N.W. 15th Avenue, Fort
Lauderdale,  Florida  33309  or to such  other  address  as the  Company  or the
Undersigned shall have designated to the other by like notice.

      9.    JURISDICTIONAL NOTICE

FOR FLORIDA RESIDENTS:  EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF
SECURITIES HEREIN HAS THE RIGHT,  PURSUANT TO SECTION  517.061(11)(A)(5)  OF THE
FLORIDA  SECURITIES  ACT, TO WITHDRAW  HIS  SUBSCRIPTION  FOR THE  PURCHASE  AND
RECEIVE A FULL REFUND OF ALL MOINES PAID WITHIN  THREE (3)  BUSINESS  DAYS AFTER
THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN
MADE,  WHICHEVER IS LATER.  WITHDRAWAL WILL BE WITHOUT ANY FURTHER  LIABILITY TO
ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL,  A SUBSCRIBER NEED ONLY SEND A LETTER
OR TELEGRAM TO THE  COMPANY AT THE ADDRESS SET FORTH IN THIS  CONFIDENTIAL  TERM
SHEET INDICATING HIS INTENTION TO WITHDRAW.









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FOR RESIDENTS OF ALL STATES:  THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF CERTAIN
STATES  AND ARE  BEING  OFFERED  AND SOLD IN  RELIANCE  ON  EXEMPTIONS  FROM THE
REGISTRATION  REQUIREMENTS  OF SAID ACT AND SUCH LAWS. THE SHARES ARE SUBJECT IN
VARIOUS  STATES TO  RESTRICTIONS  ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS PURSUANT
TO  REGISTRATION  OR EXEMPTION  THEREFROM.  THE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION  OR  OTHER  REGULATORY  AUTHORITY,  NOR  HAVE  ANY OF  THE  FOREGOING
AUTHORITIES  PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OF ADEQUACY OF THE CONFIDENTIAL  TERM SHEET. ANY  REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.

      10.   NO WAIVER.  Notwithstanding any of the representations,  warranties,
acknowledgements  or agreements made herein by the Undersigned,  the Undersigned
does not thereby or in any manner  waive any rights  granted to the  Undersigned
under federal or state securities laws.

      11.   REVOCATION.  The  Undersigned  agrees  that  he  shall  not  cancel,
terminate  or  revoke  this  Subscription  Agreement  or  any  agreement  of the
Undersigned  made hereunder  other than as set forth under Section 9 above,  and
that this  Subscription  Agreement  shall survive the death or disability of the
Undersigned.

      12.   MISCELLANEOUS.

            (a)   This Subscription  Agreement  constitutes the entire agreement
among the parties  hereto with respect to the subject  matter  hereof and may be
amended only by a writing executed by all parties.

            (b)  The provisions of this Subscription Agreement shall survive the
execution thereof.




















                                        5







      IN  WITNESS  WHEREOF,  the  Undersigned  has  executed  this  Subscription
Agreement on the date indicated below.


                                          TARRAGONA FUND, INC.


                                          By: /s/ Jared Bluestein
                                              ----------------------------------
                                                  Jared Bluestein

                                          Dated:   May 19, 1997
                                                --------------------------------

Accepted as of the 19th day
of May, 1997.

                                          AQUAGENIX, INC.


                                          By: /s/ Andrew P. Chesler
                                              ----------------------------------
                                                 Andrew P. Chesler President
































                                        6




                                  SCHEDULE 1


      NASDAQ,  by letters  dated  April 4, 1997 and May 12,  1997,  advised  the
Company that as of December 31, 1996 it had failed to maintain the requisite net
worth for listing on the NASDAQ National Market System.  The Company was granted
until May 19, 1997, to complete a placement of  $1,500,000.  With the funding of
this  Subscription  Agreement,  together  with other  financing  obtained by the
Company, the Company will have complied with the requirements of NASDAQ National
Market System. Filing will be made with NASDAQ to evidence compliance.

      If for any reason the  Company  had  failed to comply  with their  listing
requirements,  the Company  would be moved to the SmallCap  rather than National
Market System.