EXHIBIT 2.1

                                    AGREEMENT

         This Agreement is by and between  Environmental  Alternatives,  Inc., a
Vermont corporation,  (hereinafter "EAI"),  including its successors and assigns
and Safe  Alternatives  Corporation  of America,  Inc.,  a Florida  corporation,
including its successors and assigns, officers, directors,  employees, servants,
agents, and those acting upon its behalf (hereinafter "SACA"). This Agreement is
dated as of June 30,2002.

         WHEREAS,  SACA  desires to sell all of its  assets,  including  but not
limited to its equipment, name and its various lines of business; and,

         WHEREAS,  SACA has certain outstanding  creditors and adverse judgments
entered against it; and,

         WHEREAS,  EAI  desires to purchase  SACA's  assets,  including  but not
limited to its equipment, name and its various lines of business;

         NOW,  THEREFORE,  for  good and  valuable  consideration  as set  forth
herein, EAI and SACA agree as follows:

         1.       EAI hereby  assumes and  specifically  agrees to indemnify and
                  hold SACA harmless from any and all claims,  causes of action,
                  or other  liabilities,  including but not limited to interest,
                  costs,  expenses,  disbursements  and  attorneys'  fees,  that
                  could,  may or does  attach  to  SAGA  as of the  date of this
                  Agreement  in, as a result of, or in any way related to any of
                  SACA's  obligations to its creditors and all adverse judgments
                  entered against SACA except any obligations that SACA may have
                  to the following as of the date of this Agreement:

                  A.       Continental Stock Transfer and Trust Company;
                  B.       Green, Holman, Frenia & Company, L.L.P.;
                  C.       Arab Commerce Bank; and,
                  D.       Settlement  amounts  due  upon  the  completion  of a
                           merger  or  other  combination  of SACA  and  another
                           company.

         2.       In exchange for EAI's  assumption of liabilities and agreement
                  to indemnify and hold SAGA harmless from the  liabilities  set
                  forth in Paragraph 1, SACA hereby sells, transfers and assigns
                  all of its assets,  including but not limited to its equipment
                  and various lines of business to EAI.

         3.       In  addition,   and  in  exchange  for  EAI's   assumption  of
                  liabilities  and agreement to indemnify and hold SACA harmless
                  from the  liabilities  set forth in  Paragraph 1, SACA further
                  agrees that in a contract to merge or  otherwise  combine with
                  another  company that it will  contract with the other company
                  to assign the name "Safe Alternatives  Corporation of America,
                  Inc." to EAI.





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         BY THEIR SIGNATURES  BELOW,  EACH PARTY HERETO  ACKNOWLEDGES  THAT THIS
AGREEMENT  AFFECTS ITS LEGAL  RIGHTS,  HAS READ THIS  AGREEMENT,  AND HAS HAD AN
OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY.



                                  Safe Alternatives Corporation of America, Inc.



Dated: 9/17/02                     /s/ Richard J. Fricke
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                                  Richard J. Fricke
                                  Director, Officer and Shareholder



Dated: 9/9/02                     Environmental Alternatives, Inc.
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                              By   /s/ Kenneth L. Hodgdon
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                              Its  President
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