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                  Letter Agreement dated May 15, 1997 between
                   the Company and Mark Wachs & Associates
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                                A q u a g e n i x
                  Companies Protecting the Earth's Environment

May 15, 1997

Mr. Mark Wachs
Mark Wachs & Assoc., Inc.
101 Jericho Turnpike
Jericho, NY  11753

Re:  Aquagenix Letter Agreement

Dear Mark:

As per our  conversations  of the past,  Aquagenix,  Inc. and Wachs & Associates
have  entered  into a month to month  agreement  which  started  April 1,  1997,
whereby  your  firm  ("Wachs")  provides  news  releases  and  financial  public
relations to the company on a routine basis.  In return for your  services,  the
company  has  agreed  to pay you  1,000  shares  per month  which  shares  shall
accumulate and be registered on a best efforts basis by the company using a form
S-8 or similar registration  statement to effectively register and deliver these
shares to you. The formula that we have agreed to consists of three to six month
increments  being  registered  by the company.  In other words,  the company and
Wachs  shall wait for three to six  thousand  shares to be earned by Wachs,  and
subsequent to this occurrence, the company shall file an S-8 Registration,  thus
delivering  the shares to Wachs.  If the agreement is cancelled in less than six
month increments, the company is responsible for prorating the earned shares and
filing a Registration immediately thereafter.

Both parties agree to the following  cancellation of services  provision:  If at
any time the  company  or Wachs  cancels  the  agreement,  there will be advance
notice  whereby  the  company or Wachs must inform the other party in writing of
the intent to cancel the agreement in advance. If more than 1/2 of the month has
passed,  the company shall be responsible for payment in full through the end of
that  month.  If less than 1/2 of the month has  passed,  payment  of 1/2 of the
month shares shall be due to Wachs.

As agreed, the company shall pay for extraordinary  expenses,  including company
related long distance calls, editorial lunches and dinners, transportation,  fax
and postage.

No excessive  expenses  will be paid for by the company  without  prior  written
consent of the company.  Upon receipt of this letter  agreement,  please sign or
initial confirmation of the above conditions.

Thank you,

/s/ Andrew P. Chesler         /s/ Mark Wachs
- ---------------------         --------------
Andrew P. Chesler             Mark Wachs
Chairman & CEO                Mark Wachs & Associates