AMENDMENT TO LEASE AGREEMENT

     THIS AMENDMENT TO LEASE AGREEMENT (this  "Amendment"),  dated as of January
18,  l999,   by  and  among  James  W.  Miller,   M.D.  (the   "Landlord")   and
Envirometrics,Inc,  Envirometrics  Products Company,  and Azimuth  Incorporated,
jointly and severally (collectively the "Tenant") provides as follows:

                                    RECITALS

     Landlord and Tenant entered into that certain Lease Agreement (the "Lease")
dated as of December 17,1996,  for the lease of that certain Premises located at
9229 University  Boulevard Unit F-2, North Charleston,  South Carolina The Lease
provides  that so long as Tenant is not in default under the terms of the Lease,
Tenant  shall have an option to extend  the term of the tease for an  additional
five (5) year term subsequent to the Initial term (the "Extended Term").  Tenant
has given  Landlord  notice it wishes to exercise its option to extend the lease
term.  Landlord and Tenant desire to confirm that such notice has been given and
received  and to confirm and  document  certain  understandings  and  agreements
regarding the Extended Term, and the escrowed  deposit required by the Lease, as
well as certain  renovations  requested by Tenant,  and to that end have entered
into this Amendment,

                                   AMENDMENT

     NOW,  THEREFORE  for and in  consideration  of the  mutual  and  reciprocal
promises herein contained and other good and valuable consideration, the receipt
and  sufficiency  of which are hereby  acknowledged,  Landlord and Tenant hereby
agree as follows:

          1.  Lease  Governs.  Except  as  set  forth  in  this  Amendment,  the
     provisions of the Lease shall govern. Capitalized terms used herein, unless
     otherwise defined in this Amendment,  shall have the same meanings as those
     given in the Lease.

          2. Notices.  Landlord confirms and acknowledges receipt of notice from
     Tenant  regarding  its intent to exercise  its option to extend the term of
     the Lease for an additional  five (5) years.

          3.  Extended  term.  The Extended  Term of the Lease shall be five (5)
     years from the  expiration  of the  Initial  Term.  This  Amendment  is the
     extension  contemplated  in the Lease of the  Initial  Term,  and the Lease
     shall not be subject to additional  extension  without the agreement of the
     parties.

          4. Rent.  The first lease year during the  Extended  Term is the first
     twelve full  months of the  Extended  Term.  Each  succeeding  twelve-month
     period shall also  constitute a lease year.  For each lease year  beginning
     with the first lease year of the Extended  Term, the Rent shall increase by
     an amount  equal to the Rent for the  preceding  lease year  multiplied  by
     three  percent  (3%).  Landlord  shall  notify  Tenant in  writing,  giving
     calculations of the increase in the Rent,  which increase shall become part
     of the Rent and shall be payable at the same time as and in the same manner
     as  provided  herein.  Landlord  and  Tenant  agree  that this  formulation
     constitutes a fair rental rate for the Premises during the Extended Term.

          5. Deposit.  The  provisions  in Section 7 of the Lease  requiring the
     Tenant to  Deposit  in  Landlord's  Segregated  Account  certain  sums as a
     security  deposit  against  Tenant's  timely  payment  of Rent  are  hereby
     modified  and amended to reduce the amount held in escrow by Landlord  from
     Thirty  Three  Thousand  One  Hundred  Thirty  flight  and  00/100  Dollars
     ($33,138.00),  an amount equal to six (6) months Rent,  to Eleven  Thousand
     Forty-Six and 00/100  Dollars  ($11,046.00),  an amount equal to two months
     Rent.  To the extent not  expressly  modified in this  Section 5, all other
     provisions or section 7 of the Lease remain unchanged and in full force and
     effect.

          6.  Renovations.  Landlord,  for  Tenant's  benefit  and  at  Tenant's
     request,   agrees  to  make  certain   renovations  of  the  Premises  (the
     "Renovations")  which shall be constructed  and completed  according to the
     Renovations  Schedule to be  delivered  by Tenant to Landlord no later than
     seven months before the expiration of the initial Term under which the cost
     of  the  Renovations   shall  not  exceed  One  Hundred   Thousand  Dollars
     ($100,000.00).  Landlord's  obligation to make the Renovations is expressly
     contingent upon Landlord  obtaining  financing in the approximate amount of
     the total  cost of the  Renovations  at terms  reasonably  satisfactory  to
     Landlord  no later than six  months  before  the end of the  Initial  Term;
     provided,  Landlord  shall  make his  commercially  reasonable  efforts  to
     procure such financing at the lowest  available  interest rate. The parties
     hereby agree that Landlord will obtain and submit to Tenant one (1) bid for
     the cost of the  Renovations  and Tenant will obtain and submit to Landlord
     two (2) bids for the cost of the Renovations.  Any bid shall only be from a
     qualified  contractor  with the  experience  and  financial  capability  to
     complete the  Renovations  in a timely and  satisfactory  manner.  Landlord
     agrees to  contract  with the  issuer of the  lowest  bid to  complete  the
     Renovations,  provided that such bid is based upon the  specifications  set
     forth in the Renovations Schedule. Construction or the Renovations shall be
     prorated  at the  direction  of  Landlord,  and the  cost  thereof  paid by
     Landlord,  Landlord will retain ownership of the improvements.  Any default
     of Tenant after Landlord has incurred  costs of Renovations  but before the
     end of the Extended Term  resulting in termination of the lease shall cause
     the remaining non-amortized cost to be immediately due and payable from the
     Tenant  to  Landlord.  Notwithstanding  anything  to the  contrary  to this
     Amendment:  (a) Tenant may, by written notification to Landlord,  elect, at
     any time before  Landlord's  application for financing,  undertake the cost
     and completion of the Renovations without the participation of Landlord: or
     (b) if Landlord is not able to obtain  financing as provided above,  Tenant
     shall have the right,  upon  notification  to Landlord no later than Ninety
     (90) days before the  expiration  or the Initial  term,  to terminate  this
     lease as of the expiration of the Initial Term.

          7. Affirmation of Lease. To the extent not expressly  modified hereby,
     all of the terms and conditions of the Lease shall remain  unchanged and in
     full force and effect, and the parties hereby ratify and confirm the same.


                        SIGNATURE PAGE TO FIRST AMENDMENT
                                 TO OFFICE LEASE

IN WITNESS  WHEREOF,  Landlord  and Tenant  have caused  this  instrument  to be
executed under seal as of the date first above written pursuant to due authority

LANDLORD:                                   TENANT:


                                            Envirometrics, Inc.
________________________________
James W. Miller, M.D.
                                            By:       /s/ WALTER H. ELLIOTT III
                                                 Its President and CEO
Date:          1/18/99
                                            Date:          1/19/99


                                            Envirometrics Products Company


                                            By:       /s/ WALTER H. ELLIOTT III
                                                 Its President and CEO
                                            Date:          1/19/99


                                            Azimuth, Incorporated


                                            By:       /s/ WALTER H. ELLIOTT III
                                                      Its CEO
                                            Date:          1/19/99