EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is executed as of the 2nd day of July, 2003, by and among THERMACELL TECHNOLOGIES, INC., a Florida corporation ("THERMACELL"), ABSOLUTE WASTE SERVICES, INC.,...

EXHIBIT 99.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is executed as of
the 2nd day of July, 2003, by and among THERMACELL TECHNOLOGIES, INC., a Florida
corporation ("THERMACELL"), ABSOLUTE WASTE SERVICES, INC., a newly formed Texas
corporation and wholly-owned subsidiary of THERMACELL ("Merger Sub"), ABSOLUTE
INDUSTRIES, LLC, a Texas limited liability company ("ABSOLUTE"), and each person
owning any interest in ABSOLUTE, as named on the signature pages of this
Agreement (hereinafter individually "ABSOLUTE Member" and collectively "ABSOLUTE
Members").

R E C I T A L S:

A. The board of directors of THERMACELL and the ABSOLUTE Members have
determined that a business combination between THERMACELL and ABSOLUTE is in the
best interests of their respective companies and the respective shareholders and
members of each of them, and presents an opportunity for their respective
companies to enhance the products and services provided to customers and achieve
long-term strategic and financial benefits, and, accordingly, have agreed to
effect the merger provided for herein upon the terms and subject to the
conditions set forth herein.

B. For federal income tax purposes, it is intended that the merger
provided for herein shall qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").

C. THERMACELL, Merger Sub, ABSOLUTE and Xxxxx X. Xxxxxx desire to make
certain representations, warranties and agreements in connection with the
merger.

NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:

As used in this Agreement, the following terms shall have the
respective meanings set forth below:

"Employee Benefit Plan" means any "employee benefit plan" (as such term
is defined in ERISA ss.3(3)) and any other employee benefit plan, program or
arrangement of any kind.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA
Sec. 3(2).

"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, ordinances and other
provisions having the force or effect of law, all judicial and administrative
orders and determinations, all contractual obligations and all common law
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,

treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, chemical substances or mixtures, pesticides,
pollutants, contaminants, toxic chemicals, petroleum products or byproducts,
asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as
now or hereafter in effect.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Knowledge" means actual knowledge.

"Liability" or "liability" means any liability whether known or
unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued,
liquidated or unliquidated, and whether due or to become due.

"Ordinary course of business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

I. THE MERGER

1.1. Merger, Surviving Company. Subject to the terms and conditions of
this Agreement, at the Effective Time (as defined in Section 1.5), ABSOLUTE
shall be merged with and into Merger Sub in accordance with this Agreement and
the separate existence of ABSOLUTE shall thereupon cease (the "Merger"). Merger
Sub shall be the surviving entity in the Merger (sometimes hereinafter referred
to as the "Surviving Company") and shall remain a wholly-owned subsidiary of
THERMACELL. The Merger shall have the effects specified in the applicable
sections of the Texas Business Corporation Act, as amended ("TBCA") and the
Texas Limited Liability Company Act, as amended ("TLLCA").

1.2. Articles of Incorporation. At the Effective Time, the Articles of
Incorporation of Merger Sub in effect immediately prior to the Effective Time
shall be the Articles of Incorporation of the Surviving Company until altered,
amended or repealed as provided therein or by law.

1.3. Bylaws. At the Effective Time, the Bylaws of Merger Sub in effect
immediately prior to the Effective Time shall be the Bylaws of the Surviving
Company until altered, amended or repealed as provided therein or by law.

1.4. Directors and Officers of Surviving Company. The directors and
officers of Merger Sub immediately prior to the Effective Time shall be the
directors and officers of the Surviving Company as of the Effective time until
changed according to the Bylaws of Merger Sub or according to applicable law.

1.5. Effective Time. If all of the conditions to the Merger set forth
in Article VII shall have been fulfilled or waived in accordance therewith and
this Agreement shall not have been terminated as provided in Article VIII, the
parties hereto shall cause articles or a certificate of merger meeting the
requirements of the TBCA and the TLLCA to be properly executed and filed with
the Texas Secretary of State in accordance with such statutes on the Closing
Date (as defined in Section 1.8). The Merger shall become effective at the time
of filing of the articles or certificate of merger with, and as accepted by, the
Texas Secretary of State or at such later time which the parties hereto shall
have agreed upon and designated in such filing as the effective time of the
Merger (the "Effective Time").

1.6. Stock of Merger Sub. At the Effective Time, all of the issued and
outstanding stock of Merger Sub shall continue to be held by THERMACELL and the
Surviving Company will be a wholly-owned subsidiary of THERMACELL.

1.7 Exchange of THERMACELL Shares for Interests in ABSOLUTE.
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a. Exchange of Stock. THERMACELL shall tender at Closing (as
defined in Section 1.8) 27,000,000 shares of its Class A convertible preferred
stock ("Merger Stock") to the ABSOLUTE Members and all of the pre-Effective Time
membership interests of ABSOLUTE, including any rights to acquire pre-Effective
Time membership interests of ABSOLUTE ("Outstanding ABSOLUTE Interests") shall
be cancelled. Each share of Merger Stock shall have three (3) votes as described
in a Certificate of Designation, Preference and Rights for such stock to be
filed with the Florida Secretary of State, a true and correct copy of which is
attached hereto as Exhibit ___. Each ABSOLUTE Member shall receive the number of
shares of Merger Stock that is determined by multiplying 27,000,000 times the
total percentage of Outstanding ABSOLUTE Interests owned by such ABSOLUTE Member
immediately prior to the Effective Time.

b. Certificates. At the Effective Time, a certificate
representing the number of shares of Merger Stock for which each ABSOLUTE
Member's Outstanding ABSOLUTE Interests shall be exchanged as provided in
Section 1.7.a above shall be delivered to such member.

c. Outstanding Options or Warrants. Immediately prior to the
Closing, all outstanding options or warrants to purchase membership interests in
ABSOLUTE will be exercised to the extent exercisable and canceled to the extent
not exercisable.

1.8. Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on or before the date specified in
Section 8.1(e). The date Closing occurs shall be the "Closing Date". The Closing
shall take place at the offices of Xxxxxxx & Price, PLLC, 000 Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxx 0000 Xxxxx, Xxxxxx Christi, Texas.

II. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THERMACELL

THERMACELL represents, warrants and covenants as follows:

2.1. Corporate Status. THERMACELL is a corporation organized, existing
and in good standing under the laws of the State of Florida and has full
corporate authority and power to own its properties and conduct its business as
now conducted, and is qualified as a foreign corporation in all jurisdictions
where required by law because it conducts business, owns assets or maintains a
presence therein. At Closing, Merger Sub will be a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas.
Merger Sub will have full corporate power and authority to own and lease its
properties and to carry on its business as now conducted. Merger Sub will be
qualified as a foreign corporation in all jurisdictions where required by law
because it conducts business, owns assets or maintains a presence therein.

2.2 Bankruptcy Status. In November, 2001, THERMACELL filed a voluntary
petition for reorganization under Chapter 11 of the United States Bankruptcy
Code. Pursuant to that action, the United States Bankruptcy Court for the Middle
District of Florida confirmed THERMACELL's Plan of Reorganization on August 30,
2002 ("Plan of Reorganization"). The previously existing assets and business of
THERMACELL have been transferred to a newly-formed subsidiary free and clear of
any and all debts, claims, liens, demands and interest of creditors, equity
security holders and parties and interests, except as described on Schedule 2.2
attached hereto. All debts, claims and demands that arose before the date of
confirmation of the Plan of Reorganization have been discharged, except for the
priority tax claims and administrative claims described on Schedule 2.2 attached
hereto. A copy of the Plan of Reorganization is attached hereto as Exhibit2.2.

2.3 Capital Stock. The currently authorized capital stock of THERMACELL
consists of 20,000,000 shares of common stock, $.0001 par value, of which
1,000,000 shares were outstanding as of June 1, 2003, and 5,000,000 shares of
Series A and Series B preferred stock, $.0001 par value, of which (0) shares
were outstanding as of June 1, 2003. All outstanding shares of THERMACELL
capital stock are duly authorized, validly issued, fully paid and nonassessable.
The Plan of Reorganization provides for the issuance, or reservation for future
issuance, of 10,000,000 new shares of THERMACELL common stock in the aggregate.
Previously issued shares of THERMACELL common stock will be cancelled and
replaced by the new shares authorized under the Plan of Reorganization. Pac
Funding, LLC, a Florida limited liability company, whose members are Augustine
Capital Funding, L.P. and Private Capital Group, Inc., is entitled to 5,000,000
new THERMACELL common shares pursuant to the Plan of Reorganization. General
unsecured creditors and unsecured claims are entitled to 4,000,000 new
THERMACELL common shares pursuant to the Plan of Reorganization. The existing
shareholders of THERMACELL are entitled to 1,000,000 new THERMACELL common
shares. No later than the earlier of seven days prior to the Closing Date or
July 24, 2003, the distribution of shares of new THERMACELL common stock will be
completed.

2.4 Merger Stock. The Merger Stock will, when issued, be duly
authorized, validly issued, fully paid and nonassessable. The Merger Stock shall
be convertible at any time to shares of common stock, ___ par value, and
following conversion, the holder of the shares of common stock received in
connection with the conversion shall be entitled to sell, transfer, exchange,
pledge or otherwise dispose of, or in any other way reduce the holder's risk
relative to, or make any offer or agreement relating to any of the foregoing
with respect to, any or all of such shares of common stock subject only to the
requirements of Rule 144 with the period such holder held the Merger Stock being
given full credit for purposes of meeting the holding period requirement of such
rule.

2.5 THERMACELL SEC Reports. THERMACELL has filed all required reports,
schedules, forms, statements, and other documents with the Securities and
Exchange Commission (the "SEC"). In particular, but without limitation of the
generality of the foregoing, THERMACELL has filed with the SEC, and has
heretofore made available to ABSOLUTE and the ABSOLUTE Members, true and
complete copies of THERMACELL's most recent annual report on Form 10-KSB, most
recent quarterly report on Form 10-QSB, and most recent Form 8-K. These reports,
at the time filed, (a) did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, and (b) complied in all material respects with
the applicable requirements of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as applicable, and the applicable rules and regulations of
the SEC thereunder. No consent, approval or authorization of any governmental or
regulatory authority or any other party or person is required to be obtained by
either THERMACELL or Merger Sub in connection with its execution, delivery and
performance of this Agreement and the articles of merger or the transactions
contemplated hereby or thereby, except such as shall have been obtained by the
Closing Date.

2.6. Subsidiaries. Schedule 2.6 sets forth the name, principal place of
business and jurisdiction of organization of each corporation, partnership,
association, joint venture, or other entity or business enterprise in which
THERMACELL, directly or indirectly, owns any shares of the capital stock or has
any other equity interest (each such corporation, partnership, association,
joint venture, or other entity or business enterprise is referred to herein
individually as a "Subsidiary" and, collectively, as the "Subsidiaries"), and
sets forth the jurisdiction in which each Subsidiary is qualified to do
business. Other than as set forth in Schedule 2.6, (i) THERMACELL does not own,
directly or indirectly, any shares of capital stock or have any other equity
interest in any corporation, partnership, association, joint venture, or other
entity or business enterprise, (ii) THERMACELL does not control, beneficially or
otherwise, any other corporation, partnership, association, joint venture, or
other entity or business organization and (iii) THERMACELL does not have any
commitment to contribute capital of, make loans or advances to, or share the
losses of any enterprise.

2.7. Power and Authority. Execution and delivery of this Agreement and
other instruments, agreements and documents referred to herein by THERMACELL and
Merger Sub, and the performance of the transactions contemplated hereby have
been (or by Closing will be) duly and validly authorized by the Board of
Directors of THERMACELL and Merger Sub, and this Agreement and the other

agreements, instruments and documents referred to herein will be, when executed,
binding upon and enforceable against THERMACELL and Merger Sub in accordance
with their terms. All corporate and other proceedings required to be taken by or
on behalf of THERMACELL and Merger Sub in order to authorize THERMACELL and
Merger Sub to enter into and carry out this Agreement and for the transfer and
delivery of the Merger Stock to be transferred by it hereunder have been duly
and properly taken and THERMACELL and Merger Sub will be bound by all such
actions.

2.8. No Conflicts. The execution and delivery of this Agreement, the
consummation of the transactions contemplated by this Agreement and compliance
with the terms of this Agreement by THERMACELL will not:

a. conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under the Articles of Incorporation or
the Bylaws of, THERMACELL and its Subsidiaries or of any indenture, mortgage,
loan agreement or other instrument or agreement to which THERMACELL or any of
its Subsidiaries is a party or by which it or its property is bound, or of any
applicable law, rule, regulation, judgment, order or decree of any government,
governmental authority or instrumentality, or court, domestic or foreign, having
jurisdiction over THERMACELL or any of its Subsidiaries or any of its assets or
properties, or of any agreement among shareholders of THERMACELL and any of its
Subsidiaries or between THERMACELL and any of its Subsidiaries and its
shareholders; or

b. result in the creation of any lien, charge or encumbrance
upon the stock or upon any of the assets or properties of THERMACELL or its
Subsidiaries.

2.9. Litigation. Except as disclosed in Schedule 2.9 and except for the
bankruptcy proceeding described in Section 2.2 above, neither THERMACELL nor its
Subsidiaries:

a. is a party to any litigation, proceeding or administrative
investigation, and, none is pending or to the best of its knowledge threatened
against them, their respective properties, any property used in the business of
THERMACELL and its Subsidiaries or the transactions contemplated by this
Agreement;

b. knows of any outstanding order, writ, injunction or decree
of any court, government, governmental authority or arbitration against or
affecting it, its properties or business;

c. knows of any basis for any such litigation, proceeding or
investigation to have a materially adverse effect, financial or otherwise, on
the business, property, operations or prospects of THERMACELL and its
Subsidiaries; and

d. knows of any material infringement of any copyright,
trademark, trade name, patent or other proprietary right owned or licensed by
it.

There is no action, suit or proceeding pending against
THERMACELL or its Subsidiaries before or by any court, administrative agency or
other governmental authority which brings into question the validity of, or
might in any way impair, the execution, the delivery or the performance by
THERMACELL of this Agreement or of any of the other instruments, agreements and
documents described herein or constitute a default with respect to any other
instrument, agreement or document to which THERMACELL is subject or bound.

2.10. Compliance With Applicable Laws. The conduct of the business of
THERMACELL does not violate or infringe upon any federal, state, local or
foreign law, statute, ordinance, license or regulation presently in effect.
THERMACELL has maintained and currently maintains all licenses and permits
required by all local, state and federal authorities and regulatory bodies, and
THERMACELL will continue to conduct its business in compliance therewith.

2.11. Approvals and Consents. No consent, approval or authorization of
any governmental authority, person or entity not a party to this Agreement is
required to be obtained by THERMACELL in connection with the execution, delivery
or performance of this Agreement or of any other document, instrument or
agreement referred to herein by THERMACELL or the consummation by it of the
transactions contemplated hereby except for the filing of articles or a
certificate of merger with the Secretary of State of Florida and of Texas.

2.12. Enforceability. This Agreement and all instruments, agreements
and documents contemplated herein constitutes, or when executed and delivered
will constitute, the valid and binding obligations of THERMACELL enforceable in
accordance with their respective terms, subject only to laws of general
application affecting creditor's rights.

2.13. Schedules. The Schedules to this Agreement set forth true,
complete and accurate information describing the matters set forth therein.

2.14. No Brokers. Except for the Xxxxxxxxx group, all negotiations
relating to this Agreement and the transactions contemplated hereby have been
carried on without the intervention of any person acting on behalf of THERMACELL
or any stockholder of THERMACELL in such manner as to give rise to any valid
claim against THERMACELL, any stockholder of THERMACELL, or ABSOLUTE for any
broker's or finder's fee or similar compensation.

2.15 Tax-Free Reorganization Matters.

(a) No inter-corporate indebtedness exists between THERMACELL and the
Merger Sub that was issued at a discount, acquired at a discount or will be
settled at a discount.

(b) THERMACELL has no present plan or intention to sell or dispose of
any of the assets of ABSOLUTE after the Closing, except for (i) sales,
transfers or other distributions made in the ordinary course of business
and (ii) transfers or successive transfers to one or more corporations
controlled within the meaning of Section 368(c) of the Code in each case by
the transferor corporations.

(c) Following the Closing, THERMACELL intends to continue the historic
businesses of ABSOLUTE that are presently conducted or use a significant
portion of ABSOLUTE's historic assets in operating a business.

(d) The Merger Stock is voting stock.

(e) Following the Closing, the Surviving Company will hold at least
ninety percent (90%) of the fair market value of ABSOLUTE's net assets and
at least seventy percent (70%) of the fair market value of ABSOLUTE's gross
assets and at least ninety percent (90%) of the fair market value of Merger
Sub's net assets and at least seventy percent (70%) of the fair market
value of Merger Sub's gross assets held immediately prior to Closing.
Reorganization expenses, and all redemptions and distributions (except for
regular, normal dividends) made by ABSOLUTE or the Merger Sub will be
included as assets of ABSOLUTE or the Merger Sub, respectively, immediately
prior to Closing.

(f) Immediately prior to Closing, THERMACELL will be in control of
Merger Sub within the meaning of Section 368(c) of the Code. THERMACELL has
no plan or intention to cause ABSOLUTE to issue additional membership
interests that would result in THERMACELL losing control of ABSOLUTE within
the meaning of Section 368(c) of the Code.

(g) Merger Sub will have no liabilities assumed by ABSOLUTE, and will
not transfer to ABSOLUTE any assets subject to liabilities as part of the
transactions contemplated by this Agreement.

(h) Neither THERMACELL nor Merger Sub is an investment company as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

2.16 Rule 145 Representations. THERMACELL, as described in Rule
144(c)(i) of the Act, has filed all reports required to be filed by Sections 13
or 15(d) of the Exchange Act during the past twelve (12) months, and has been
subject to such filing requirements for the past ninety (90) days. THERMACELL
Stock is registered pursuant to Section 12 of the Exchange Act.

2.17 Investment Representations. THERMACELL and its representatives
have been provided ample opportunity to ask questions of ABSOLUTE's management,
and have received answers satisfactory to such representatives regarding the
financial condition, business and affairs of ABSOLUTE and such other information
as it desired in order to evaluate the purchase of membership interests in
ABSOLUTE. THERMACELL is purchasing for its own account for the purpose of
investment and not with a view for sale in connection with any distribution
thereof. THERMACELL has been advised prior to investing that the Absolute
interests may not be resold without an exemption from registration. THERMACELL's
representatives have the knowledge and experience to evaluate the merits and
risks of the purchase of the ABSOLUTE membership interests. THERMACELL
acknowledges that Xxxxxx X. Xxxxxxxxx and Xxx Xxxxxxx are the representatives of
THERMACELL. Neither of the THERMACELL representatives has any material

relationship to Absolute. Thermacell has the financial ability to bear the
economic risk of holding the ABSOLUTE membership interests for an indefinite
period of time and to suffer the complete loss of its investment in the ABSOLUTE
membership interests. Thermacell sought out Absolute, solicited the acquisition
of the ABSOLUTE membership interests and proposed the merger transaction to the
holders of Absolute membership interests.

2.18. Disclosure. Neither this Agreement nor any of the Schedules
attached hereto contains any untrue statements of a material fact or omit to
sate a material fact necessary to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading. THERMACELL knows of no fact or condition which materially adversely
affects, or in the future may materially adversely affect, the condition,
properties, assets, liabilities, business, operations or prospects of THERMACELL
taken as a whole which has not been set forth herein or in the attached
Schedules.

III. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ABSOLUTE

ABSOLUTE and Xxxxx X. Xxxxxx hereby jointly and severally represent,
warrant and covenant as follows:

3.1. Company Status. ABSOLUTE is a limited liability company duly
organized and existing in good standing under the laws of the State of Texas and
has full authority and power to own its properties and conduct its business as
now conducted, and is qualified as a foreign limited liability company in all
jurisdictions where required by law because it conducts business, owns assets or
maintains a presence therein.

3.2. Subsidiaries. Schedule 3.2 sets forth the name, principle place of
business and jurisdiction of organization of each corporation, partnership,
association, joint venture, or other entity or business enterprise in which
ABSOLUTE, directly or indirectly, owns any shares of the capital stock or has
any other equity interest (each such corporation, partnership, association,
joint venture, or other entity or business enterprise is referred to herein
individually as a "Subsidiary" and, collectively, as the "Subsidiaries"), and
sets forth the jurisdiction in which each Subsidiary is qualified to do
business. In addition, Schedule 3.2 accurately and completely sets forth (a) the
number of shares of capital stock or other securities or ownership interests of
each Subsidiary that are owned by ABSOLUTE, and the percentage of the total
outstanding number of such shares or other securities or ownership interests
that are owned, and (b) the names and addresses of the owners of any shares or
other securities or ownership interests in any Subsidiary that are not owned by
ABSOLUTE. Other than as set forth in Schedule 3.2, (i) ABSOLUTE does not own,
directly or indirectly, any shares of capital stock or have any other equity
interest in any corporation, partnership, association, joint venture, or other
entity or business enterprise, (ii) ABSOLUTE does not control, beneficially or
otherwise, any other corporation, partnership, association, joint venture, or
other entity or business organization and (iii) ABSOLUTE does not have any
commitment to contribute capital of, make loans or advances to, or share the
losses of any enterprise.

3.3. Power and Authority. Execution and delivery of this Agreement and
the other instruments, agreements and documents referred to herein by ABSOLUTE,

and the performance of the transactions contemplated hereby have been duly and
validly authorized by the ABSOLUTE Members, and this Agreement and the other
agreements, instruments and documents referred to herein will be, when executed,
binding upon and enforceable against ABSOLUTE in accordance with their terms.
All company and other proceedings required to be taken by or on behalf of
ABSOLUTE in order to authorize ABSOLUTE to enter into and carry out this
Agreement and for the transfer and delivery of the membership interests in
ABSOLUTE to be transferred hereunder have all been duly and properly taken, and
ABSOLUTE will be bound by all such actions.

3.4. No Conflicts. The execution and delivery of this Agreement, the
consummation of the transactions contemplated by this Agreement and compliance
with the terms of this Agreement by ABSOLUTE will not, to the best of the
Knowledge of Xxxxx X. Xxxxxx:

a. conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under the articles of organization or the
Regulations of ABSOLUTE or of any indenture, mortgage, loan agreement or other
instrument or agreement to which ABSOLUTE is a party or by which it or its
property is bound, or of any applicable law, rule, regulation, judgment, order
or decree of any government, governmental authority or instrumentality, or
court, domestic or foreign, having jurisdiction over ABSOLUTE or any of its
assets or properties, or of any agreement among the ABSOLUTE Members or between
ABSOLUTE and the ABSOLUTE Members; or

b. result in the creation of any lien, charge or encumbrance
upon the membership interests or upon any of the assets or properties of
ABSOLUTE.

3.5. Financial Statements. Except as disclosed on Schedule 3.5, the
financial statements of ABSOLUTE dated as of December 31, 2001, December 31,
2002, and March 31, 2003 (the "Financial Statements"):

a. are in accordance with the books and records of ABSOLUTE;

b. fairly set forth the financial condition and results of the
operations of ABSOLUTE as of the relevant dates thereof and for the periods
covered thereby;

c. contain and reflect all necessary and material adjustments
for a fair representation of the results of operations and financial condition
for the periods covered by the statements; and

d. will be provided to THERMACELL in audited form no later
than 45 days following Closing.

3.6. Absence of Undisclosed Liabilities. Except as disclosed in the
Financial Statements or in Schedule 3.6, to the best of the Knowledge of Xxxxx
X. Xxxxxx, ABSOLUTE is not obligated for, nor are any of the assets or
properties of ABSOLUTE subject to, any liabilities of any kind, including
without limitation trade liabilities incurred in the ordinary course of
business.

3.7. Absence of Certain Changes or Events. Except as disclosed in
Schedule 3.7, since the beginning of its current fiscal year, to the best of the
Knowledge of Xxxxx X. Xxxxxx, ABSOLUTE has not:

a. experienced any change in its financial condition, assets,
liabilities, results of operations or business, any of which has been materially
adverse;

b. suffered any damage, destruction or loss, whether or not
covered by insurance, materially and adversely affecting its properties or
business;

c. mortgaged, pledged or subjected to lien, charge, security
interest or any other encumbrance (other than the lien of taxes not yet due and
payable) any of its assets or properties;

d. transferred or leased any of its assets or properties;

e. cancelled or compromised any debt or claim (except for
adjustments made with respect to contracts for the purchase of supplies or for
the sale of products which in the aggregate are not material);

f. waived or released any right of material value;

g. suffered any operating loss or other material loss;

h. issued or sold any membership interests or any other
securities or granted any options for the purchase thereof;

i. made any amendment to or terminated any contract, license
or other agreement to which it is a party;

j. received any payment or transfer in violation of Section
547 or Section 548 of the Federal Bankruptcy Code (11 U.S.C. 547, 548) or in
violation of similar state law;

k. failed to make payment on any of its debts or other
obligations as they have become due and payable in the ordinary course of
business;

l. conducted its business other than in the ordinary course;
or

m. experienced any other event or condition of any character
which has materially and adversely affected ABSOLUTE's business.

3.8. Tax Matters. ABSOLUTE has prepared and filed or will file in a
timely manner all federal, state and local tax returns and reports as are and

have been required to be filed, which returns were prepared on a basis
consistent with the financial statements of ABSOLUTE, and all taxes shown
thereon to be due have been paid in full. ABSOLUTE has not executed or filed
with the Internal Revenue Service or any other taxing authority any agreement
extending the period for assessment or collection of any income or other taxes;
and, as of the date hereof, ABSOLUTE is not a party to any pending action or
proceeding by any governmental authority for assessment or collection of taxes,
and no claim for assessment or collection of taxes has been asserted against
ABSOLUTE. No formal claims have been made or asserted against ABSOLUTE or its
properties in which ABSOLUTE has an interest, and no formal claims have been
made or asserted against ABSOLUTE or its properties by the United States
Government or by any state or foreign country or local government for income,
sales or any other taxes, except such as have been paid or are disclosed herein.

3.9. Litigation. Except as disclosed in Schedule 3.9, ABSOLUTE:

a. is not a party to any litigation, proceeding or
administrative investigation and none is pending or, to the best of Xxxxx X.
Xxxxxx'x Knowledge, threatened against it, its properties, any property used in
the business of ABSOLUTE, or the transactions contemplated by this Agreement;

b. to the best of the Knowledge of Xxxxx X. Xxxxxx, is not
subject to any outstanding order, writ, injunction or decree of any court,
government, governmental authority or arbitration against or affecting it, its
properties or business;

c. knows of no basis currently for any litigation, proceeding
or investigation which might have a materially adverse effect, financial or
otherwise, on the business, property, operations or prospects of ABSOLUTE; and

d. knows of no material infringement of any material
copyright, trademark, trade name, patent or other proprietary right owned or
licensed by it.

There is no action, suit or proceeding pending against
ABSOLUTE before or by any court, administrative agency or other governmental
authority which brings into question the validity of, or might in any way
impair, the execution, the delivery or the performance by ABSOLUTE of this
Agreement.

3.10. Title to Assets and Condition of Properties.

a. Except as disclosed on Schedule 3.10, ABSOLUTE has good and
marketable title to all of the assets both real and personal, tangible and
intangible, shown on its Financial Statements. Such assets are subject to no
liens and encumbrances, including without limitation, mortgage, guaranty,
judgment, execution, pledge, lien, conditional sales agreement, security
agreement, encumbrance or charge, except as disclosed in the Financial
Statements (with respect to which no default or basis therefor exists), except
for liens for taxes not delinquent, and except for minor imperfections of title
and encumbrances, if any, which are not substantial in amount, do not materially
detract from the value of the properties subject thereto or materially impair
its operations and have arisen only in the ordinary course of business. ABSOLUTE
expressly disclaims any warranty as to the condition of such assets, such assets
being sold AS IS and WHERE IS.

b. The following paragraphs describe the business of ABSOLUTE:

(i) All vendor and customer contracts, professional service agreements,
subcontracting agreements, confidentiality agreements, purchase and sales
orders, powers of attorney, undertakings, commitments and other agreements to
which ABSOLUTE is a party and which relate in any manner to the business and/or
relationship between ABSOLUTE and its customers, whether written or oral, shall
be referred to herein collectively as the "Business Agreements." Attached as
Schedule 3.10(b)(i-1) is a list of all written Business Agreements which have
been entered into between ABSOLUTE and its customers. Attached as Schedule
3.10(b)(i-2) is a detailed summary of all written non-customer Business
Agreements between ABSOLUTE and others, including, without limitation, vendors
or service providers, or which relate to any strategic partnerships,
subcontracting or revenue sharing agreements, reselling arrangements or joint
ventures between ABSOLUTE and others. Listed on Schedule 3.10(b)(i-3) is a
description of each and every real estate, equipment and personal property lease
(collectively, the "Leases") to which ABSOLUTE is a party. To the best of the
Knowledge of Xxxxx X. Xxxxxx, ABSOLUTE is not in default under any agreement and
no other party to any agreement has made any claim or given ABSOLUTE notice of
any dispute under any agreement, except as set forth on Schedule 3.9. Each
agreement is in full force and effect.

(ii) All of the tangible assets of ABSOLUTE, including without limitation,
all motor vehicles, trucks, machinery, office and other equipment, furniture,
computers and related equipment, business machines, telephones and telephone
systems, parts and accessories, telephone numbers, facsimile numbers, e-mail
addresses, IP addresses and Internet domain addresses presently utilized by
ABSOLUTE shall be referred to herein collectively as the "Tangible Assets."
Attached hereto as Schedule 3.10(b)(ii) is a true and correct list or
description of the material Tangible Assets. ABSOLUTE expressly disclaims any
warranty as to the condition of the Tangible Assets, such Tangible Assets being
sold AS IS and WHERE IS.

(iii)All trademarks, trade names, service marks, service names, logos,
designs, and other trade rights and all registrations and applications therefor,
all know-how, trade secrets, technology or processes, all web sites and all
computer programs, data files and data bases, software code and documentation
owned or used by ABSOLUTE, other than off-the-shelf software licensed by
ABSOLUTE, shall be referred to herein collectively as the "Intellectual
Property." Attached hereto as Schedule 3.10(b)(iii) is a list of all of the
Intellectual Property. To the Knowledge of Xxxxx X. Xxxxxx, ABSOLUTE is not
infringing on the rights of any third parties to Intellectual Property used, but
not owned by, ABSOLUTE. ABSOLUTE has not sent or otherwise communicated to any
other person any notice, charge, claim or assertion of, nor has any knowledge
of, any present, impending or threatened infringement by such other person of
any Intellectual Property. To the best of the Knowledge of Xxxxx X. Xxxxxx,
ABSOLUTE's rights in the Intellectual Property are valid and enforceable.
ABSOLUTE has received no written demand, claim, notice or inquiry from any
person in respect of the Intellectual Property which challenges, threatens to
challenge or inquires as to whether there is any basis to challenge, the
validity of, or the rights of ABSOLUTE in, the Intellectual Property. To Xxxxx
X. Xxxxxx'x Knowledge, ABSOLUTE is not in violation or infringement of, and has
not violated or infringed, any intellectual property rights of any other person.
To the Knowledge of Xxxxx X. Xxxxxx, no third party is infringing on the rights
of ABSOLUTE in and to the Intellectual Property. ABSOLUTE has not granted a
license with respect to the Intellectual Property to any person.

3.11. Accounts Receivable. All of the accounts receivable of ABSOLUTE
are disclosed on Schedule 3.11 and at the Closing will be bona fide trade
accounts receivable, except as specified in Schedule 3.11; provided, however,
that no representation or warranty is made as to the collectibility of the
accounts receivable.

3.12. Insurance Coverage. ABSOLUTE maintains the policies listed on
Schedule 3.12 for fire, casualty, liability, use and occupancy and other
insurance covering its properties and assets. Such policies or like policies
are, as of the date of this Agreement, and will be on the Closing Date,
outstanding and duly in force. True and complete copies of all such policies
shall be made available to THERMACELL for inspection.

3.13. No Interest in Competitors and Others. Except as previously
disclosed to THERMACELL or as set forth on Schedule 3.13, neither ABSOLUTE nor
any officer or member of ABSOLUTE, owns, directly or indirectly, any interest in
(except for the ownership of marketable securities of publicly owned
corporations representing in no case more than five percent of the outstanding
shares of such class of securities) or controls or is an employee, officer,
director or partner of, participant in or consultant to any corporation,
association, partnership, limited partnership, joint venture or other business
organization, which is a competitor, supplier, customer, landlord or tenant of
ABSOLUTE.

3.14. Compliance With Applicable Laws. To the best of the Knowledge of
Xxxxx D, Xxxxxx, the conduct of the business of ABSOLUTE does not violate or
infringe upon any federal, state, local or foreign law, statute, ordinance,
license or regulation presently in effect, or any right or concession,
copyright, trademark, trade name, patent, know-how or other proprietary right of
others, the enforcement of which would materially adversely affect either the
business of ABSOLUTE or the value of the assets being conveyed hereunder. To the
best of the Knowledge of Xxxxx X. Xxxxxx, ABSOLUTE has maintained and currently
maintains all licenses and permits required by all local, state and federal
authorities and regulatory bodies, and ABSOLUTE will continue to conduct its
business in compliance therewith.

3.15. Approvals and Consents. To the best of the Knowledge of Xxxxx X.
Xxxxxx, no consent, approval or authorization of any governmental authority,
person or entity not a party to this Agreement is required to be obtained by
ABSOLUTE in connection with the execution, delivery or performance of this
Agreement or of any other document, instrument or agreement referred to herein,
or the consummation by it of the transactions contemplated hereby, except for
the filing of articles or a certificate of merger with the Secretary of State of
Florida and of Texas.

3.16. No Discontinuance of Customers. Except as disclosed on Schedule
3.16, no customers of ABSOLUTE have notified ABSOLUTE that they intend to
discontinue their relationship with ABSOLUTE.

3.17. Enforceability. This Agreement and all instruments, agreements
and documents contemplated herein constitute, or when executed and delivered
will constitute, the valid and binding obligations of ABSOLUTE enforceable in
accordance with their respective terms, subject only to laws of general
application affecting creditor's rights.

3.18. Schedules. To the best of the knowledge of Xxxxx X. Xxxxxx, the
Schedules to this Agreement set forth true, complete and accurate information
describing the matters set forth therein.

3.19. Membership Interests. Schedule 3.19 lists all of the ABSOLUTE
Members and their respective membership interests in ABSOLUTE. Except as
disclosed in Schedule 3.19, there are no outstanding offers, subscriptions,
options, warrants, rights or other agreements or commitments obligating ABSOLUTE
or any ABSOLUTE Member to issue or sell, or cause to be issued or sold, any
interests of ABSOLUTE or obligating ABSOLUTE or any ABSOLUTE Member to enter
into any such agreement or commitment.

3.20. Other Material Contracts. ABSOLUTE has furnished to THERMACELL
copies, where such is in writing, of all agreements, contracts and commitments
of the following types, written or oral, to which ABSOLUTE is a party or by
which it or any of its properties is bound as of the date hereof: (a) mortgages,
indentures, notes, letters of credit, security agreements and other agreements
and instruments relating to the borrowing of money by or extension of credit to
ABSOLUTE; (b) employment and consulting agreements; (c) employee benefit,
profit-sharing and retirement plans; (d) collective bargaining agreements; (e)
material agreements under which gross revenues will or are expected to exceed
$100,000 during ABSOLUTE's fiscal year ending 2003; (f) all joint venture or
partnership agreements to which ABSOLUTE is a party; (g) licenses of software
and any material patent, trademark and other industrial property rights; (h)
agreements or commitments for capital expenditures in excess of $50,000; (i)
brokerage or finder's agreements; and (j) agreements, contracts, leases and
commitments of a type other than those described in the foregoing clauses (a)
through (i) which, in any case, involve aggregate payments or receipts of more
than $50,000 per annum. ABSOLUTE has made available to THERMACELL complete and
correct copies of all written agreements, contracts and commitments, together
with all amendments thereto, and accurate descriptions of all oral agreements.
All such agreements, contracts and commitments are in full force and effect and,
to the best of Xxxxx X. Xxxxxx'x Knowledge, all parties thereto have performed
all material obligations required to be performed by them to date, are not in
default in any material respect thereunder, and have not violated any
representation or warranty, explicit or implied, contained therein.

3.21. Employees. To the Knowledge of Xxxxx X. Xxxxxx, no
executive, key employee, or group of employees has any plans to terminate
employment with ABSOLUTE. ABSOLUTE is not a party to or bound by any collective
bargaining agreement, nor has ABSOLUTE experienced any strikes, grievances,
claims of unfair labor practices, or other collective bargaining disputes.
ABSOLUTE has not committed any unfair labor practice that has not been resolved.
Xxxxx X. Xxxxxx has no Knowledge of any organizational effort presently being
made or threatened by or on behalf of any labor union with respect to employees
of ABSOLUTE.

3.22. Employee Benefits.

(i) Schedule 3.22 lists each Employee Benefit Plan that ABSOLUTE
maintains or to which ABSOLUTE contributes.

(ii) All contributions (including all employer contributions and
employee salary reduction contributions) which are due have been paid to each
such Employee Benefit Plan which is an Employee Pension Benefit Plan and all
contributions for any period ending on or before the Closing Date which are not
yet due have been paid to each such Employee Pension Benefit Plan or accrued in
accordance with the past custom and practice of ABSOLUTE.

(iii) Each such Employee Benefit Plan which is an Employee Pension
Benefit Plan meets the requirements of a "qualified plan" under Code Sec. 401(a)
and has received, within the last two years, a favorable determination letter
from the Internal Revenue Service.

(iv) The market value of assets under each such Employee Benefit Plan
which is an Employee Pension Benefit Plan equals or exceeds the present value of
all vested and nonvested liabilities thereunder determined in accordance with
methods, factors, and assumptions applicable to an Employee Pension Benefit
Plan.

3.23. Environment, Health, and Safety. To the best of the Knowledge of
Xxxxx X. Xxxxxx:

(i) ABSOLUTE and its predecessors has complied and is in compliance
with all Environmental, Health, and Safety Requirements.

(ii) Without limiting the generality of the foregoing, ABSOLUTE has
obtained and complied with, and is in compliance with, all permits, licenses and
other authorizations that are required pursuant to Environmental, Health, and
Safety Requirements for the occupation of its facilities and the operation of
its business.

(iii) Neither ABSOLUTE nor its predecessors has received any written or
oral notice, report or other information regarding any actual or alleged
violation of Environmental, Health, and Safety Requirements, or any liabilities
or potential liabilities (whether accrued, absolute, contingent, unliquidated or
otherwise), including any investigatory, remedial or corrective obligations,
relating to any of them or its facilities arising under Environmental, Health,
and Safety Requirements.

(iv) None of the following exists at ABSOLUTE's owned or leased
facilities: (1) underground storage tanks, (2) asbestos-containing material in

any form or condition, (3) materials or equipment containing polychlorinated
biphenyls, or (4) landfills, surface impoundments, or disposal areas.

(v) Neither this Agreement nor the consummation of the transaction that
is the subject of this Agreement will result in any obligations for site
investigation or cleanup, or notification to or consent of government agencies
or third parties.

(vi) Neither ABSOLUTE nor any of its predecessors has, either expressly
or by operation of law, assumed or undertaken any liability, including without
limitation any obligation for corrective or remedial action, of any other Person
relating to Environmental, Health, and Safety Requirements.

(vii) No facts, events or conditions relating to the past or present
facilities, properties or operations of ABSOLUTE or any of its predecessors will
prevent, hinder or limit continued compliance with Environmental, Health, and
Safety Requirements, give rise to any investigatory, remedial or corrective
obligations pursuant to Environmental, Health, and Safety Requirements, or give
rise to any other liabilities (whether accrued, absolute, contingent,
unliquidated or otherwise) pursuant to Environmental, Health, and Safety
Requirements, including without limitation any relating to onsite or offsite
releases or threatened releases of hazardous materials, substances or wastes,
personal injury, property damage or natural resources damage.

3.24. No Brokers. All negotiations relating to this Agreement and the
transactions contemplated hereby have been carried on without the intervention
of any person acting on behalf of ABSOLUTE or any ABSOLUTE Member in such manner
as to give rise to any valid claim against ABSOLUTE or any ABSOLUTE Member for
any broker's or finder's fee or similar compensation.

3.25. Disclosure. To the best of the Knowledge of Xxxxx X. Xxxxxx,
neither this Agreement nor any of the Schedules attached hereto contain any
untrue statements of a material fact or omit to state a material fact necessary
to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading. There is no fact or
condition within the Knowledge of Xxxxx X. Xxxxxx which materially adversely
affects, or in the future may materially adversely affect, the condition,
properties, assets, liabilities, business, operations or prospects of ABSOLUTE
taken as a whole which has not been set forth herein or in the attached
Schedules.

IV. CONDUCT OF THERMACELL'S BUSINESS PENDING CLOSING DATE

From and after the date of this Agreement and until the Closing Date,
THERMACELL shall operate its business only in the usual, regular and ordinary
manner and, to the extent consistent with such operation, keep the business
organization intact, keep available the services of its present officers and
employees and preserve the present business relationships with customers,
suppliers and others having business dealings with THERMACELL.

V. CONDUCT OF ABSOLUTE'S BUSINESS PENDING CLOSING DATE

From and after the date of this Agreement and until the Closing Date,
except as disclosed on Schedule V, ABSOLUTE shall operate its business only in
the usual, regular and ordinary manner and, to the extent consistent with such
operation, keep the business organization intact, keep available the services of
its present officers and employees and preserve the present business
relationships with Customers, suppliers and others having business dealings with
ABSOLUTE.

VI. ADDITIONAL AGREEMENTS

6.1. Cooperation to Effectuate Transaction. Each of ABSOLUTE, the
ABSOLUTE Members, THERMACELL and Merger Sub shall use their respective good
faith efforts to:

a. take all such action as may be required under federal
securities laws and state securities laws in connection with the transactions
contemplated by this Agreement;

b. cooperate with one another in order to remove any other
impediment to the consummation of the transactions contemplated herein; and

c. furnish to one another and to one another's counsel all
such information as may be required in order to effect the foregoing actions.

6.2. Compliance with Conditions Precedent; Further Assurances.
THERMACELL, Merger Sub, ABSOLUTE, and the ABSOLUTE Members will each use its or
his or her reasonable good faith efforts to cause the conditions precedent to
the Merger set forth in Article VII hereof to be fulfilled and, subject to the
terms and conditions herein provided, to take, or cause to be taken, all action,
and to do or cause to be done all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement and the Merger. In case at any time
after the Effective Time any further actions are necessary or desirable to carry
out the purposes of this Agreement, the ABSOLUTE Members and the proper officers
and/or directors of ABSOLUTE, THERMACELL or Merger Sub, as the case may be,
shall take all such necessary actions.

6.3. Certification Notifications. At all times from the date hereof
until the Effective Time, each party shall promptly notify the others in writing
of the occurrence of any event which will or may result in the failure to
satisfy any of the conditions specified in Article VII.

6.4. Adoption by Merger Sub. THERMACELL, as the sole shareholder of
Merger Sub, by execution of this Agreement, consents to the adoption of this
Agreement by Merger Sub and agrees that such consent shall be treated for all
purposes as a vote duly adopted at a meeting of the shareholders of Merger Sub
held for this purpose.

6.5. Expenses. All costs and expenses incurred by THERMACELL and Merger
Sub in connection with this Agreement and the transactions contemplated hereby
shall be borne or paid by THERMACELL and Merger Sub. All costs and expenses
incurred by ABSOLUTE and the ABSOLUTE Members in connection with this Agreement
and the transactions contemplated hereby shall be borne or paid by ABSOLUTE or
the ABSOLUTE Members.

6.6 THERMACELL Capital Structure. At the Effective Time, the
capital ownership of THERMACELL will be as follows:

Pac Funding, LLC 5,000,000 shares of common stock
Unsecured creditors/claims 4,000,000 shares of common stock (allocated)
Pre-petition THERMACELL shareholders 1,000,000 shares of common stock (allocated)
Xxxxxxxxx group 3,000,000 shares of common stock
Xxxxx Xxxxxxx, as escrow agent 2,000,000 shares of common stock
Xxx Xxxxxxxxx 1,000,000 shares of common stock
Private Capital Group, Inc. 2,000,000 shares of common stock
Private Capital Group, Inc. (new issue) 2,000,000 shares of common stock
ABSOLUTE Members 27,000,000 shares of Class A convertible preferred stock.

6.7 THERMACELL Board of Directors. At the Closing Date , THERMACELL's
Board of Directors shall consist of Xxx Xxxxxx, Xxxx Xxxxx, a designee of
ABSOLUTE, Xxx Xxxxxxxxx, and Xxx Xxxxxxxx with Messrs. Xxxxxx, Xxxxx and
Xxxxxxxxx elected to 2-year terms and Messrs. Cordrick and the ABSOLUTE designee
elected to 1-year terms.

6.8 Dilution - Reverse Splits. After Closing, there will be no dilution
of THERMACELL common stock or reverse splits thereof until such stock has closed
at or above $3.00 per share for ninety (90) consecutive trading days, or until
the end of one (1) year following the Closing Date, whichever occurs first;
provided, however, that the foregoing shall not be construed to limit, or delay
the exercise of, the right of the ABSOLUTE Members to convert any or all of the
Merger Stock into shares of common stock.

VII. CONDITIONS FOR CLOSING

7.1. Conditions Precedent to the Obligations of All Parties.
Notwithstanding any other provision of this Agreement, the obligations of both
THERMACELL and Merger Sub, and of ABSOLUTE and the ABSOLUTE Members, to effect
the Merger shall be subject to the fulfillment, prior to or at the Effective
Time, of each of the following conditions:

a. all permits, approvals and consents of any governmental
body or agency necessary or appropriate for consummation of the Merger shall
have been obtained;

b. no preliminary or permanent injunction or other order of a
court or governmental agency or authority in the United States shall have been
issued and be in effect, and no United States federal or state statute, rule or
regulation shall have been enacted or promulgated after the date hereof and be
in effect, that (i) prohibits the consummation of the Merger or (ii) imposes
material limitations on the ability of the Surviving Company to exercise full
rights of ownership of ABSOLUTE's assets or business;

c. there shall not be any action or proceeding commenced by or
before any court or governmental agency or authority in the United States, that
challenges the consummation of the Merger or seeks to impose material
limitations on the ability of the Surviving Company to exercise full rights
regarding the assets or business of ABSOLUTE;

d. the transaction shall have been duly and validly authorized
by the respective Boards of Directors of THERMACELL and Merger Sub;

e. the transaction shall have been duly and validly authorized
by the ABSOLUTE Members, and no ABSOLUTE Member shall have exercised any rights
to dissent from the Merger under applicable provisions of the TLLCA; and

f. the parties acknowledge that no Schedules will be delivered
prior to execution of this Agreement; therefore, prior to the Effective Time,
all Schedules shall have been attached hereto, and the party under this
Agreement being furnished the Schedules shall be satisfied with the information
set forth therein in its sole and absolute discretion.

7.2. Additional Conditions Precedent to the Obligations of THERMACELL
and Merger Sub. In addition to the conditions contained in Section 7.1, the
obligations of THERMACELL and Merger Sub to effect the Merger shall also be
subject to the fulfillment as of the Effective Time of each of the following
conditions:

a. the representations and warranties of ABSOLUTE contained in
Article III shall be true in all material respects at and as of the date hereof
and as of the Effective Time as if made at and as of such time; ABSOLUTE and the
ABSOLUTE Members shall have duly performed and complied in all material respects
with all agreements, covenants and conditions required by this Agreement to be
performed or complied with by it or them prior to or at the Effective Time; and
ABSOLUTE shall have delivered to THERMACELL and Merger Sub a certificate dated
the Effective Time and signed on behalf of ABSOLUTE by its President to the
effect set forth in this paragraph (a);

b. THERMACELL and Merger Sub shall have received from Pearson
& Price, PLLC, counsel for ABSOLUTE and the ABSOLUTE Members, an opinion, dated
the Closing Date, in form and substance satisfactory to THERMACELL, to the
effect that (i) ABSOLUTE is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Texas, has the
power to enter into this Agreement, consummate the Merger and to carry out the
other transactions contemplated hereby; (ii) this Agreement has been duly
authorized, executed and delivered by ABSOLUTE; (iii) this Agreement has been
duly executed and delivered and constitutes valid and binding obligations of
ABSOLUTE and the ABSOLUTE Members; and (iv) the execution, delivery and
performance of this Agreement by ABSOLUTE will not constitute a breach or
violation of, or default under, the articles of organization or the Regulations
of ABSOLUTE. In rendering the foregoing opinion, Pearson & Price, PLLC may limit
its opinions to the laws of the United States and the State of Texas and the
rules and regulations of governmental agencies of such jurisdictions. Counsel
may also take the customary exception to its opinion that the Agreement is a
valid and binding obligation to allow for the effect of applicable bankruptcy,
insolvency, reorganization and other laws affecting creditors' rights and
equitable principles, and counsel may rely upon certificates of officers and
other persons as to questions of fact material to such opinion;

c. all approvals or consents of any third party (other than
governmental agencies) required for the execution, delivery or performance of
this Agreement by ABSOLUTE or the ABSOLUTE Members shall have been delivered to
THERMACELL;

d. none of the ABSOLUTE Members shall have exercised
dissenters' rights under the TLLCA in connection with the Merger; and

e. ABSOLUTE shall have completed a certified audit in
accordance with applicable SEC regulations.

7.3. Additional Conditions Precedent to the Obligations of ABSOLUTE. In
addition to the conditions contained in Section 7.1, the obligations of ABSOLUTE
and the ABSOLUTE Members to effect the Merger shall also be subject to the
fulfillment as of the Closing Date of each of the following conditions:

a. the representations and warranties of THERMACELL and Merger
Sub contained in Article II shall be true in all material respects at and as of
the date hereof and as of the Effective Time as if made at and as of the
Effective Time; THERMACELL and Merger Sub shall have duly performed and complied
in all material respects with all agreements, covenants and conditions required
by this Agreement to be performed or complied with by each of them prior to or
at the Effective Time; and THERMACELL and Merger Sub shall have delivered to
ABSOLUTE certificates dated the Effective Time and signed on their behalf by
their respective chairmen or presidents to the effect set forth in this
paragraph (a);

b. ABSOLUTE shall have received from Xxxxxx X. Xxxx, Esq.
counsel for THERMACELL and Merger Sub, an opinion, dated the Closing Date, to
the effect that (i) THERMACELL is a corporation validly existing and in good
standing under the laws of the State of Florida and has corporate power to enter
into this Agreement and to carry out the transactions contemplated hereby; (ii)
this Agreement has been duly authorized, executed and delivered by THERMACELL
and constitutes its valid and binding obligation; (iii) the shares of Merger
Stock issuable pursuant to the Merger have been duly and validly authorized and
upon issuance at the Effective Time will be validly issued, fully paid and
non-assessable; (iv) the execution, delivery and performance of this Agreement
by THERMACELL will not constitute a breach or violation of, or default under,
the Articles of Incorporation or Bylaws of THERMACELL, (v) if the Merger
constitutes, or is deemed to include, an offering or sale of the membership
interests of ABSOLUTE under any applicable federal and/or state securities laws
or regulations, the appropriate steps have been taken to qualify and report such
offering or sale as an exempt or exempted transaction under applicable federal
and/or state securities laws and regulations, and (vi) at the Effective Time,
the capital ownership of THERMACELL will be as follows:

In rendering the foregoing opinion, Xxxxxx X. Xxxx, Esq. may limit his opinions
to the laws of the United States and the State of Florida. Counsel may also take
the customary exception to his opinion that the Agreement is a valid and binding
obligation to allow for the effect of applicable bankruptcy, insolvency,
reorganization and other laws affecting creditors' rights and equitable
principles and counsel may rely upon certificates of officers and other persons
as to questions of fact material to such opinion;

c. Merger Sub shall have been duly and validly formed under
the laws of the State of Texas;

d. ABSOLUTE shall have received from Johnson, Pope, Xxxxx,
Ruppell & Xxxxx, P.A., securities and bankruptcy counsel for THERMACELL, or from
other counsel acceptable to ABSOLUTE, an opinion, dated the Closing Date, to the
effect that:

1. The confirmation of the plan in Case No. 01-20854-8G1,In
re: Thermacell Technologies, Inc. discharged the debtor from all debts that
arose before the date of confirmation.

2. The Plan of Reorganization approved by the Court on or
about August 30, 2002, in Case No. 01-20854-8G1,In re: Thermacell Technologies,
Inc. did not provide for the liquidation of all or substantially all of the
property of the estate as provided in Section 1141(d)(3)(A) of the Bankruptcy
Code.

3. Following the consummation of the Plan of Reorganization
approved by the Court on or about August 30, 2002, in Case No. 01-20854-8G1,In
re: Thermacell Technologies, Inc., the debtor did engage in business as provided
in Section 1141(d)(3)(B).

4. All allowed administrative claims in Class A of the Plan of
Reorganization approved by the Court on or about August 30, 2002, in Case No.
01-20854-8G1,In re: Thermacell Technologies, Inc. and all administrative claims
due on the Effective Date of said Plan have been paid in full and no remaining
balances are due.

5. All allowed priority Claims in Class B of the Plan of
Reorganization approved by the Court on or about August 30, 2002, in Case No.
01-20854-8G1,In re: Thermacell Technologies, Inc. have been paid in full and no
remaining balances are due.

6. The Allowed Priority Tax Claims in Class C in the Plan of
Reorganization approved by the Court on or about August 30, 2002, in Case No.
01-20854-8G1,In re: Thermacell Technologies, Inc. have been paid in full and no
remaining balances are due.

7. PAC Funding, LLC the secured creditor in Class D-1 in the
Plan of Reorganization approved by the Court on or about August 30, 2002, in
Case No. 01-20854-8G1,In re: Thermacell Technologies, Inc. has elected to have
its claim for secured debt converted to equity in the Reorganized Debtor in an
amount equal to fifty percent (50%) of the newly issued common stock as provided
in the Order Confirming Plan.

8. All Class E-1 Allowed Unsecured Claims in the Plan of
Reorganization approved by the Court on or about August 30, 2002, in Case No.
01-20854-8G1,In re: Thermacell Technologies, Inc. have been paid in full and no
remaining balances are due.

9. All Class E-2 Allowed Unsecured Claims in the Plan of
Reorganization approved by the Court on or about August 30, 2002, in Case No.
01-20854-8G1,In re: Thermacell Technologies, Inc. have received their pro rata
share of newly issued common stock as provided in such Plan.

10. All Class F-1 equity interest holders in the Plan of
Reorganization approved by the Court on or about August 30, 2002, in Case No.
01-20854-8G1,In re: Thermacell Technologies, Inc. have received their pro rata
share of newly issued common stock as provided in the Plan.

11. THERMACELL is in compliance with the Plan of
Reorganization.

12. Neither THERMACELL nor its subsidiary is subject to any
executory contracts.

13. There is no litigation pending against THERMACELL or its
subsidiary.

14. Neither THERMACELL nor its subsidiary maintain any
Employee Benefit Plans.

15. THERMACELL, as described in Rule 144(c)(i) of the Act, has
filed all reports required to be filed by Sections 13 or 15(d) of the Exchange
Act during the past twelve (12) months, and has been subject to such filing
requirements for the past ninety (90) days; and the Merger Stock is convertible
into shares of THERMACELL common stock that may be sold in accord with Rule
144(f) of the Act, subject only to the holding period requirement of Rule 145(d)
and the limitation on the amount of securities sold under Rule 144(e).

e. THERMACELL shall have taken the appropriate corporate
actions and made the necessary filings to authorize sufficient shares of its
Class A convertible preferred stock to consummate the Merger and issue the
Merger Stock to the ABSOLUTE Members;

f. THERMACELL shall have taken the appropriate actions to
cause its common stock to be fully tradable on the OTC:BB and its
representatives, Xxxxxx X. Xxxxxxxxx and Xxx Xxxxxxx, shall have executed and
delivered a certificate that all such appropriate actions have been taken;

g. THERMACELL shall have taken the appropriate actions to duly
authorize a total of 50,000,000 shares of preferred stock and 150,000,000 shares
of common stock and amend its Articles of Incorporation to reflect such
authorizations;

h. THERMACELL shall have taken the appropriate actions to
adopt, and file with the Secretary of State of the State of Florida, the
Certificate of Designation, Preference and Rights for all classes of its
preferred stock; and

i. THERMACELL shall have taken the appropriate actions to
amend its Bylaws, if necessary, to read in accord with Exhibit 7.3 attached
hereto and to elect Xxx Xxxxxx, Xxxx Xxxxx and a designee of ABSOLUTE to its
Board of Directors.

VIII. TERMINATION, AMENDMENT AND WAIVER

8.1. Termination. This Agreement may be terminated at any time prior to
the Effective Time:

a. by the written consent of ABSOLUTE and THERMACELL; or

b. by THERMACELL and Merger Sub, upon notice to ABSOLUTE, if
any material default under, or material breach of, any agreement or covenant of
ABSOLUTE or the ABSOLUTE Members contained in this Agreement has occurred or if
any representation or warranty contained herein on the part of ABSOLUTE or the
ABSOLUTE Members shall not have been true and correct in any material respect at
and as of the date made; or

c. by ABSOLUTE, upon notice to THERMACELL and Merger Sub, if
any material default under, or material breach of, any agreement or covenant of
THERMACELL or Merger Sub contained in this Agreement has occurred or if any
representation or warranty contained herein on the part of THERMACELL or Merger
Sub shall not have been true and correct in any material respect at and as of
the date made; or

d. by either party if the information set forth in Schedules
and Exhibits to be attached to this Agreement after the date of execution and
delivered prior to Closing are not satisfactory to the party to whom such
Schedules and Exhibits are being furnished in its sole and absolute discretion;
or

e. by THERMACELL and Merger Sub, on the one hand, or ABSOLUTE,
on the other, upon notice to the other, if the Merger shall not have become
effective on or before July 31, 2003, unless such date is extended by mutual
consent of ABSOLUTE and THERMACELL.

IX. REPRESENTATIONS AND WARRANTIES OF ABSOLUTE MEMBERS

Each ABSOLUTE Member hereby represents and warrants, with respect to
only such ABSOLUTE Member, to THERMACELL and Merger Sub as follows:

9.1. Authority. Each ABSOLUTE Member (other than a natural person) has
full corporate, partnership or trust (as the case may be) authority to execute,
deliver and perform this Agreement and each other agreement, document or
instrument required to be delivered by it hereby or in connection herewith
(collectively, the "ABSOLUTE Member Documents"). Each ABSOLUTE Member (including
a trustee of a trust that is an ABSOLUTE Member) that is a natural person has
the right, capacity and all requisite authority to execute, deliver and perform
the ABSOLUTE Member Documents. The execution, delivery and performance by each
ABSOLUTE Member (other than a natural person or a trust) of the ABSOLUTE Member
Documents has been duly authorized by all necessary corporate or partnership (as
the case may be) action of such ABSOLUTE Member. This Agreement has been, and
each other ABSOLUTE Member Documents when executed and delivered in accordance
with this Agreement will be, duly executed and delivered by each ABSOLUTE
Member. This Agreement constitutes, and each of the other ABSOLUTE Member
Documents when executed and delivered in accordance with this Agreement will
constitute, a valid and binding obligation of each ABSOLUTE Member, enforceable
against such ABSOLUTE Member in accordance with its terms.

9.2. Absence of Conflict. The execution, delivery or performance of the
ABSOLUTE Member Documents will not (a) violate any provision of the certificate
or articles of incorporation, bylaws, certificate of partnership, partnership
agreement, declaration of trust or other organizational document of each
ABSOLUTE Member (other than a natural person) or (b) violate any statute or law
or any judgment, decree, order, regulation or rule of any court or other
governmental body applicable to each ABSOLUTE Member.

9.3. Investment Representations.

a. The Merger Stock to be received by each ABSOLUTE Member
pursuant to this Agreement will be held by such ABSOLUTE Member for its/his/her
own account for the purpose of investment and not with a present view for sale
in connection with any distribution thereof.

b. Each ABSOLUTE Member's financial position is such that
it/he/she can afford to bear the economic risk of holding the Merger Stock
it/he/she receives pursuant to this Agreement for an indefinite period of time,
and each ABSOLUTE Member can afford to suffer the complete loss of its/his/her
investment in such Merger Stock.

c. Each ABSOLUTE Member has been provided an opportunity to
ask questions of, and has received answers satisfactory to such ABSOLUTE Member
from, THERMACELL and its representatives regarding the business and affairs of
THERMACELL and such other information as it/he/she desired in order to evaluate
an investment in the Merger Stock.

d. Each ABSOLUTE Member understands that the Merger Stock
comprising the merger consideration to be received by it/him/her pursuant to
this Agreement has not been registered under the Securities Act or applicable
state securities laws in reliance upon specific exemptions from registration
thereunder. Each ABSOLUTE Member agrees that the Merger Stock to be received by
it/him/her pursuant to this Agreement may not be sold, offered for sale,
exchanged, transferred, pledged or otherwise disposed of except pursuant to a
registration statement under the Securities Act of 1933 or pursuant to an
exemption from the registration requirements of the Securities Act of 1933 and
in compliance with state securities laws, and the certificates for the Merger
Stock will bear a legend to such effect. Upon registration, if any, there can be
no assurance that a public market for the Merger Stock shares will exist. If
shares of the Merger Stock are converted into shares of THERMACELL common stock,
there likewise can be no assurance that a public market for such common shares
will exist or that trading of such common shares can commence, or if commenced
can be maintained, on the OTC:BB. As a result, a holder of THERMACELL tradable
securities may find it difficult to dispose of, or to obtain accurate quotations
as to the price of, the shares. In addition, THERMACELL securities may be
subject to "xxxxx stock" rules that impose sales practice and market making
requirements on broker-dealers who sell and/or make a market in such securities.
This could affect the ability or willingness of broker-dealers to sell and/or
make a market in THERMACELL securities and the ability of holders of THERMACELL
securities to sell their stock in the secondary market.

9.4 Tax Matters. No ABSOLUTE Member is a foreign person subject
to withholding under Section 1445 of the Code and the regulations promulgated
thereunder.

X. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The warranties, representations, covenants and agreements set forth
herein shall be continuous and shall survive the termination of this Agreement
or any part hereof for a period of one year.

XI. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties
hereto with respect to the transactions contemplated hereby, and this Agreement
supersedes in all respects all written or oral understandings and agreements
heretofore existing between the parties hereto.

XII. AMENDMENT AND WAIVER

This Agreement may not be modified or amended except by an instrument
in writing duly executed by the parties hereto. No waiver of compliance with any
provision or condition hereof and no consent provided for herein shall be
effective unless evidenced by an instrument in writing duly executed by the
party hereto sought to be charged with such waiver or consent.

XIII. NOTICES

Notices required or permitted hereunder shall be deemed to be delivered
hereunder if mailed with U.S. postage prepaid, or delivered via express delivery
service, to (copies may be sent via facsimile):

If to THERMACELL or Merger Sub:

000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
With a copy to:

Xxxxxx X. Xxxx, Esq.
000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000-X
Xx. Xxxxxxxxxx, XX 00000
Fax: 000-000-0000

If to ABSOLUTE and any ABSOLUTE Member:

0000 Xxxxxx Xxxx 00
Xxxxxxxx, XX 00000

With a copy to:

Xxxx X. Price, Esq.
Xxxxxxx & Price, PLLC
000 Xxxxx Xxxxxxxxx Xxxx.
Xxxxx 0000, Xxxxx Xxxxx
Xxxxxx Xxxxxxx, XX 00000
Fax: 000-000-0000

XIV. COUNTERPARTS

This Agreement may be executed in one or more counterparts, and all
such counterparts shall constitute one and the same instrument.

XV. CAPTIONS

Captions used herein are for convenience only and are not a part of
this Agreement and shall not be used in construing it.

XVI. EXECUTION OF DOCUMENTS

At any time and from time to time, the parties hereto shall execute
such documents as are necessary to effect this Agreement.

XVII. MISCELLANEOUS

17.1. Assignability. This Agreement shall not be assignable by any of
the parties to this Agreement without the prior written consent of all other
parties to this Agreement.

17.2. Venue; Process. The parties to this Agreement agree that
jurisdiction and venue shall properly lie in the courts of the State of Texas in
Nueces County, Texas, or in the United States District Court for the Southern
District of Texas (Corpus Christi Division), with respect to any legal
proceedings arising from this Agreement.

17.3. Governing Law. This Agreement has been negotiated and prepared
and shall be performed in the State of Texas , and the validity, construction
and enforcement of, and the remedies under, this Agreement shall be governed in
accordance with the laws of the State of Texas (except that if any choice of law
provision under Texas law would result in the application of the law of a state
or jurisdiction other than the State of Texas, such provision shall not apply).

17.4. Severability of Provisions. The invalidity or unenforceability of
any particular provision hereof shall not affect the remaining provisions of
this Agreement, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.

17.5. Successors and Assigns. The rights and obligations of the parties
hereunder shall inure to the benefit of, and shall be binding and enforceable
upon, the respective heirs (if personal), successors, assigns and transferees of
either party.

17.6. Reliance. All representations and warranties contained herein, or
any certificate or other instrument delivered in connection herewith, shall be
deemed to have been relied upon by the parties hereto, notwithstanding any
independent investigation made by or on behalf of such parties.

17.7. Attorney's Fees. The parties hereby agree that in the event any
of the terms and conditions contained in this Agreement, including the
indemnification provisions contained herein, must be enforced by reason of any
past, existing or future delinquency of payment or failure of observance or of
performance by any of the parties hereto, in each such instance, the defaulting
party shall be liable for reasonable collection and/or legal fees, trial and
appellate levels, any expenses and legal fees incurred, including time spent in
supervision of paralegal work and paralegal time, and any other expenses and
costs incurred in connection with the enforcement of any available remedy.

17.8. Schedules. The Schedules to this Agreement, and the other
materials and documents referenced herein, are incorporated by reference herein
and are made a part hereof as if they were fully set forth herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

THERMACELL TECHNOLOGIES, INC.,
a Florida corporation

Attest: By:
----------------------------------- --------------------
Print Name: Its:
--------------------------------- --------------------

ABSOLUTE WASTE SERVICES, INC.,
a Texas corporation

Attest: By:
------------------------------------- -----------------------
Print Name: Its:
--------------------------------- -----------------------

ABSOLUTE INDUSTRIES, LLC,
a Texas limited liability
company

Attest: By:
------------------------------------- ------------------------
Print Name: Its:
--------------------------------- ------------------------

ABSOLUTE MEMBERS:

--------------------------------------------
Xxxxx X. Xxxxxx

--------------------------------------------
Xxxxxxx Xxxxx

--------------------------------------------
Xxxxx Xxxxx

PRICE & XXXXXXX,
a Texas general partnership

By: __________________________________

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EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is executed as of the 2nd day of July, 2003, by and among THERMACELL TECHNOLOGIES, INC., a Florida corporation ("THERMACELL"), ABSOLUTE WASTE SERVICES, INC.,...

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