STATE OF SOUTH CAROLINA
COUNTY OF LEXINGTON

                                   AGREEMENT

WHEREAS,  Azimuth, Inc. (hereinafter referred to as "Azimuth") is engaged in the
business of providing  industrial  hygiene and  environmental  health and safety
services, and;

WHEREAS,  through its business  activities  in the health care industry in South
Carolina, PHT Services, Ltd. (hereinafter referred to as "PHTS") has established
itself as a leader in providing products and services in many areas; and

WHEREAS,  Azimuth and PHTS are desirous of establishing a strategic alliance and
exclusive  marketing  relationship  for their mutual benefits as well as for the
benefits of their clients;

NOW THEREFORE,  KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of
the mutual covenants and benefits contained herein and the future benefits to be
derived by each, the parties hereunto agree as follows:

1. NATURE OF AGREEMENT

Effective September 4, 1998, Azimuth hereby appoints PHTS as its marketing agent
for its services subject to the following terms and conditions:

2. SCOPE OF TERRITORY

PHTS shall market the services to health care providers and other employers with
which PHTS has  relationships.  PHTS shall have the right to market  services to
any  provider  that is a part of a system  whose  parent is located  outside the
state of South  Carolina,  provided,  however,  that  this  right  shall  not be
exclusive.

3. STATUS OF PHTS

(a) In  accordance  with the terms set forth in Section 2 and  elsewhere in this
Agreement,  Azimuth  hereby  authorizes  PHTS to arrange  for  solicitation  and
procurement of contracts (hereinafter referred to as "Contracts").

(b) PHTS is an independent  contractor  and no provision  hereof nor any role or
regulation  of  Azimuth  shall be  construed  to breach  this  right or create a
relationship of master and servant or of employer and employee.

(c) This Agreement shall  constitute the entire  agreement and it supersedes all
previous agreements, whether oral or written, between Azimuth and PHTS.


                                  AGREEMENT
                         PHT SERVICES, LTD. AND AZIMUTH

4. RESPONSIBILITY OF PHTS

(a) PHTS  agrees to follow and be governed  by the terms and  conditions  of the
Agreement  and such rules and  regulations  for the  conduct of its  business as
Azimuth  has   established  or  may  establish  in  the  future  and  which  are
communicated in writing to PHTS.

(b) PHTS  agrees  to be  responsible  to  Azimuth  for all  business  done by or
entrusted  to PHTS,  its agents or  employees.  All records  connected  with the
business  transactions  covered by this Agreement shall be open to inspection by
Azimuth.  The accounts of Azimuth shall be competent and conclusive  evidence of
the  state of  accounts  between  parties.  PHTS  agrees to be  responsible  for
identifying client  opportunities,  arranging meetings with prospective  clients
and delivering proposals with representatives of Azimuth.

(c) PHTS agrees to conform at all times to the laws and regulations of the state
of South  Carolina  and shall  maintain all  licenses  and/or  other  regulatory
approval  necessary  to execute  the duties  hereunder.  PHTS shall  immediately
notify  Azimuth of the loss,  suspension  or  revocation  of any such license or
authority, in which case this Agreement shall immediately terminate.

(d) PHTS  agrees to assist in the  conservation  and  renewal  of all  Contracts
entered into by Azimuth,  and to perform such other duties to aid the purpose of
this Agreement as may be requested by Azimuth.

(e) PHTS is not  authorized to collect any fees for Azimuth.  Should PHTS accept
any payment of fees, PHTS shall  immediately pay over to Azimuth the amounts due
which have been  accepted.  Fee payments  will be handled on a direct bill basis
from Azimuth to the client, and PHTS is not responsible for unpaid or delinquent
fee payments.

(f) PHTS agrees to pay all expenses  incurred by PHTS in the performance of this
Agreement.

(g)  PHTS  agrees  to be  responsible  and to  assume  liability  for and  shall
indemnify  and  defend  Azimuth  for the acts of it, its  employees,  agents and
sub-agents as if such acts had been performed by PHTS.

5. RESPONSIBILITY OF AZIMUTH

(a) Azimuth  agrees to follow and be governed by the terms and conditions of the
Agreement and such rules and regulations for the conduct of its business as PHTS
has  established  or may establish in the future and which are  communicated  in
writing to Azimuth.

(b)  Azimuth  agrees  to  assist  PHTS in  arranging  for the  solicitation  and
procurement of Contracts.



                                    AGREEMENT
                         PHT SERVICES, LTD. AND AZIMUTH

(c) Azimuth  shall make  reasonable  efforts to assist in the  conservation  and
renewal of all  Contracts and to perform such other duties to aid the purpose of
this Agreement as may be reasonably requested by PHTS.

(d) Azimuth  acknowledges that the relationships which PHTS has established with
its clients are a valuable and  continuing  asset.  Azimuth  agrees to make good
faith efforts to ensure the protection of such  relationships  and the continued
satisfaction of PHTS clients.

(e) Azimuth agrees to pay all expenses incurred by Azimuth in the performance of
this Agreement.

(f)  Azimuth  agrees to be  responsible  and to assume  liability  for and shall
indemnify  and  defend  PHTS  for the  acts of it,  its  employees,  agents  and
sub-agents as if such acts had been performed by Azimuth.

6. LIMIT OF AUTHORITY

(a) The authority of PHTS shall extend no further than stated herein.

(b) PHTS shall not bind, make,  alter, or discharge any Contract,  or extend the
time of payment of any fees, or waive payment in cash, or contract  debts in the
name of Azimuth, or receive any money due or to become due to Azimuth, except as
authorized herein or by written directive of Azimuth.

(c) PHTS shall have the right to review all  Contracts  entered into by Azimuth,
pursuant to the terms of this  Agreement  before such Contracts are delivered to
the client.

(d) Azimuth will furnish sales  promotion  material  regarding this Agreement to
PHTS.  Azimuth shall not issue or circulate  any written or printed  advertising
materials  pertaining to PHTS or its business  without first  obtaining  written
approval  from PHTS.  PHTS shall not issue or  circulate  any written or printed
advertising  materials  pertaining  to Azimuth  or its  business  without  first
obtaining written approval from Azimuth.

7. COMPENSATION

Azimuth  will pay a fee to PHTS in an amount  equal to ten percent  (10%) of the
monthly  receipts  realized by Azimuth  resulting from industrial  hygiene,  and
environmental,  health and safety  services  provided to health care  providers,
organizations,  and other  employers  with  which PHTS has  relationships.  This
agreement  does not  include  the  annual  industrial  hygiene  agreement  which
currently exists and which may be renewed between Azimuth and Palmetto  Hospital
Trust,


                                   AGREEMENT
                             PHT SERVICES, LTD. AND
                                     AZIMUTH

In the event that Azimuth enters into any similar  arrangement as is established
by this  Agreement  with  any of  PHTS's  other  strategic  allies  or  business
partners,  either  current or future,  Azimuth  will pay a fee to PHTS an amount
equal to two percent  (2%) of any  monthly  receipts  realized  by Azimuth  from
business generated under such arrangement.

In the event that Azimuth  provides  PHTS  assistance  in  obtaining  additional
business  in its core area of  providing  workers'  compensation  administrative
services,  PHTS will pay a fee to Azimuth in the amount of two  percent  (2%) of
any annual contract amount between PHTS and said client.

8. LIMITED AGREEMENT NOT TO COMPETE

During the term of this  Agreement and for a period of  twenty-four  (24) months
after  its  termination  for any  cause,  except as may be  expressly  otherwise
authorized  by Azimuth or provided  herein,  PHTS agrees that it will not offer,
directly or  indirectly,  products or services  which  compete with  products or
services  which PHTS is  authorized  to solicit  for  Azimuth  pursuant  to this
Agreement, to any health care provider in South Carolina.

9. TERM OF AGREEMENT

(a) The term of this Agreement  shall be for an initial period  beginning on the
commencement  date  mentioned  above  and  terminating  on  December  31,  1998.
Thereafter,  this  Agreement  will  automatically  renew for successive one year
periods  unless  written  notice of intent to non-renew is given by either party
sent at least  thirty  (30)  days  prior  to the end of the term or any  renewal
thereof or unless terminated by either party as permitted below.

(b) This  Agreement  shall  terminate upon the happening of any of the following
events:

     (i)  immediately  upon  either  PHTS or Azimuth  ceasing to do  business or
     becoming bankrupt; or

     (ii) A material  breach on the part of any party which remains  uncorrected
     after giving of fifteen (15) days written notice by one party to the other;
     or

     (iii) By mutual consent; or

     (iv) At any time upon sixty (60) days notice by any party; or

     (v)  Immediately  upon the  revocation  of  authority of PHTS or Azimuth to
     transact business in South Carolina; or



                                    AGREEMENT
                         PHT SERVICES, LTD. AND AZIMUTH

l0. ASSIGNABILITY

This  Agreement is not  transferable,  or assignable by either party without the
express  written  consent  of  the  other  party,  and  such  consent  to not be
unreasonably withheld.

11. INDEMNIFICATION

PHTS  shall  indemnify  and save  Azimuth  harmless  from any loss or expense on
account of any  negligent  or willful  act or  omission  by PHTS,  its agents or
employees;  and Azimuth shall  indemnify and save PHTS harmless from any loss or
expense on account of any  negligent or willful act or omission by Azimuth,  its
agents or employees.

12. WAIVER

Failure of PHTS or  Azimuth to insist  upon  strict  compliance  with any of the
provisions  of this  Agreement  or the rules or  regulations  of PHTS or Azimuth
shall  not be  construed  as a  waiver  of any of the  provisions  or  rules  or
regulations,  but said provisions, rules and regulations shall continue to be in
full force and effect.

13. CONFIDENTIALITY

PHTS  acknowledges  that during the course of its providing  services under this
Agreement, PHTS and its employees, agents and representatives will be exposed to
certain proprietary and confidential information related to specific and general
business operations of Azimuth (e.g. sales, costs,  profits,  pricing,  methods,
organization,   customer  lists,  processes,   equipment,  etc.).  PHTS  further
acknowledges  that  this  information  is  confidential  and of  great  value to
Azimuth.  Except to the extent necessary to carry out its obligations under this
agreement,  PHTS  hereby  agrees  that  neither it, its  employees,  agents,  or
representatives  shall divulge such proprietary and/or confidential  information
to anyone during or after the term of this Agreement. Further, without Azimuth's
written consent, PHTS shall not disclose,  advertise or publish the existence or
terms of or transactions under this Agreement.

14. RIGHTS UPON TERMINATION

In the event of termination of this Agreement, so long as PHTS is subject to the
restrictions  contained  in  paragraph  8  hereof,  PHTS  shall be  entitled  to
compensation  for revenues earned by Azimuth on business  produced by PHTS while
this Agreement was in effect,  or any renewals of any such business.  At the end
of the term  designated in the limited  agreement  not to compete  designated in
paragraph  8, Azimuth  shall have the right to renew all  accounts  solicited by
PHTS,  without  compensation  to PHTS.  PHTS shall  thereafter have the right to
solicit those accounts for other competing companies.


                                 AGREEMENT PHT
                            SERVICES, LTD AND AZIMUTH

IN WITNESS  WHEREOF,  the parties hereto affix their  respective hands and seals
this day of December 10, 1998.

Azimuth
By:
Its:
Date:



PHT Services. Ltd.
By
Its:
Date


ATTEST: (SEAL)
By:
Its: