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                  Letter Agreement dated March 26, 1997 between
                         the Company and Michael Martin
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                                AQUAGENIX, INC.
                          6500 NORTHWEST 15th AVENUE
                         FT. LAUDERDALE, FLORIDA 33309


Mr. Michael Martin
411 West Orion Street
Tempe, Arizona 85283

Re:   Aquagenix Letter Agreement

Dear Michael:

As per our conversations of the past, Aquagenix, Inc. (the "Company") has agreed
to issue you 10,000  shares of Common  Stock of the Company  (the  "Shares")  in
return for  services  rendered  and to be rendered as an employee of the Company
and also as partial  payment for expenses  which you have incurred in connection
with your relocation from Arizona to Florida. It is agreed that you will receive
5,000 of the Shares no later than  December  31, 1997 and 5,000 of the Shares at
the end of 1998, or at such earlier time as determined by the Company's Board of
Directors  in its sole  discretion.  By way of this  letter,  you agree that the
issuance of the Shares is contingent  upon your  continued  employment  with the
Company through the period of final issuance.  The Shares shall be registered by
the Company on a best  efforts  basis  using a Form S-8 or similar  registration
statement.

Upon receipt of this letter  agreement,  please sign or initial  confirmation of
the above conditions.

Sincerely,


  /s/ Andrew P. Chesler
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Andrew P. Chesler
Chairman & CEO

ACCEPTED AND AGREED TO
THIS 26TH DAY OF MARCH, 1997:


  /s/ Michael Martin
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Michael Martin