STATE OF SOUTH CAROLINA                                  REC'D PAYMENT
                         ASSIGNMENT OF LEASES            PER CLERK
COUNTY OF CHARLESTON     AND GUARANTIES                  RMC OFFICE
                                                         CHARLESTON COUNTY, SC

Assignor:  James W. Miller ("Assignor")
           Family Practice Specialists
           1447 Johnston Willis Drive
           Richmond, Virginia 23235

Lender:    Envirometrics, Inc. ("Lender")
           9229 University Boulevard
           Charleston, SC 29481

     THIS ASSIGNMENT OF LEASES AND GUARANTIES  (this  "Assignment")  is made and
entered into to be effective as of the 19th day of December,  1996,  by Assignor
to Lender  pursuant to the terms of that certain  Promissory  Note,  dated as of
even date herewith, between Lender and Assignor regarding a loan in the original
principal  amount  of up to  $230,000.  Unless  otherwise  defined  herein,  all
capitalized  terms  shall  have the  meaning  set forth in said  Note  (with all
references  to any  Note or other  Loan  Document  to  include  all  amendments,
extensions, renewals, restatements and replacements of the same).

                             PRELIMINARY STATEMENT:

     Assignor  is the owner of  certain  land  more  particularly  described  on
Exhibit A attached  hereto and  incorporated  herein by reference,  improvements
constructed thereon (or to be constructed thereon) and personal property located
thereon  (or  to  be  located   thereon)  and  used  in   connection   therewith
(collectively  the land,  improvements and personal  property are referred to as
the "Premises").

     NOW, THEREFORE,  for valuable consideration (the receipt of which is hereby
acknowledged),  to induce Lender to enter into and perform its obligations under
the  Note,   and  to  secure  payment  and   performance   of  all   obligations
(collectively,  the  "Obligations") of Obligors arising out of or related to (i)
the Note,  that certain  Mortgage and Security  Agreement  dated as of even date
herewith securing the Premises ("Mortgage"),  and all other Loan Documents;  and
(ii) all future obligations, including future advances made by Lender,  related
to subsection (i), Assignor does hereby immediately and absolutely sell, assign,
transfer,  and set over unto Lender,  its  successors  and assigns,  the rights,
interests and  privileges  which  Assignor as lessor has and may have in any and
all leases now existing or  hereafter  made and  affecting  the Premises as such
leases may have been or may from time to time  hereafter be modified,  extended,
renewed or replaced  (individually,  a "Lease' and collectively,  the "Leases"),
and all guaranties of such leases (individually,  a "Guaranty" and collectively,
the  "Guaranties")  together  with all rents,  issues,  income and profits,  and
proceeds due and becoming due from the Leases and Guaranties.

     Assignor further warrants, covenants and agrees with Lender as follows:

     1. Application of Rents by Assignor. So long as there shall exist no Event
of Default,  Assignor  shall have the right under a license  granted hereby (but
limited as provided in the following section) to collect,  but not more than two
months prior to accrual,  all rents,  arising from or out of the Leases, or from
or out of the  Premises or any part  thereof,  and Assignor  shall  receive such
rents, as a trust fund to be applied,  and Assignor hereby covenants to so apply
the rents,  (i) the payment of taxes and  assessments  upon the Premises  before
penalty or interest are due thereon, (ii) the cost of such insurance and of such
maintenance and repairs as is required by the terms of the Loan Documents, (iii)
the cost of utilities and all other expenses  reasonably incurred related to the
ownership,  operation  and  maintenance  of the Premises and (iv) the payment of
interest and principal and other amounts becoming due on the Loan,  before using
any part of the rents for any other purposes.

    2.  Collection  of Rents by  Lender.  In  furtherance  of this  Assignment,
Assignor hereby  authorizes  Lender,  by its employees or agents, at its option,
after the occurrence of an Event of Default to (i) terminate the license granted
in this Assignment to Assignor to collect rents, income, issues and profits from
the Premises,  (ii) enter upon the Premises,  and (iii) collect,  in the name of
Assignor or in its own name,  as assignee,  the rents  accrued but unpaid and in
arrears  at the date of an  Event of  Default  as well as the  rents  thereafter
accruing and becoming  payable during the period of the  continuance of an Event
of Default or any other  Event of  Default;  and to this end,  Assignor  further
agrees that it will facilitate in all reasonable ways Lender's collection of any
rents,  and will,  upon request by Lender,  execute a written notice in the form
acceptable to Lender to each tenant  directing the tenant to pay rent to Lender.
In any event, presentment of a photostatic copy of this Assignment to any tenant
shall be conclusive  evidence of Lender's  authority to  thereafter  collect all
rents and other sums due under the Leases and all  tenants  shall be entitled to
rely upon the same in making all such  payments  to Lender.  Acceptance  of this
Assignment  and the  collection of rents or the payments  under the Leases shall
not  constitute  a waiver of any  rights  of Lender  under the terms of the Loan
Documents.

     3.  Lender's  Entry  Upon  Premises.  Upon any entry unto the  Premises  by
Lender,  Lender shall be authorized,  but not  obligated,  to (ii) take over and
assume the control, care, management,  operation,  repair and maintenance of the
Premises;  (ii)  perform  such other acts as Lender in its  discretion  may deem
proper;  and (iii)  expend such sums out of the income of the Premises as may be
needful in connection  with the Premises in the same manner,  to the same extent
as Assignor  (including  the right to effect new Leases,  to cancel or surrender
existing  Leases,  to evict tenants,  to bring or defend any suits in connection
with the  possession  of any portion of the  Premises in Lender's own name or in
the name of  Assignor,  to alter or to amend the terms of  existing  Leases,  to
renew existing Leases, and to make concessions to the tenants. Assignor releases
all claims against Lender arising out of such management,  operation, repair and
maintenance,  except  claims  arising  from  the  gross  negligence  or  willful
misconduct of Lender.

     4.  Collection  under the  Guaranties  by Lender.  In  furtherance  of this
Assignment,  Assignor  hereby  authorizes  Lender,  at  its  option,  after  the
occurrence  of an Event of  Default  to  pursue  any and all  actions  which are
available to Assignor at law, in equity, or in contract under the Guaranties.

     5.  Indemnity.  Lender shall not be  obligated to perform or discharge  any
obligation or duty to be performed or  discharged  by Assignor  under any of the
Leases or the Guaranties,  and Assignor  hereby agrees to indemnify  Lender for,
and to hold Lender harmless from, any liability  arising from any of the Leases,
Guaranties,  or from  this  Assignment,  and this  Assignment  shall  not  place
responsibility for the conduct, care, management, or repair of the Premises upon
Lender,  or  make  Lender  responsible  or  liable  for  any  negligence  in the
management,  operation,  upkeep,  repair or control of the Premises resulting in
loss or injury or death to any tenant, licensee, employee or stranger.

     6.  Covenants  and  Representations  of Assignor.  Assignor  covenants  and
represents that (i) except as otherwise set forth in this  Assignment,  Assignor
has full right and title to assign to Lender  the  Leases,  Guaranties,  and the
rents,  income and profits due or to become due under the Leases;  (ii) no prior
assignment of any interest has been made;  (iii) true and correct  copies of all
Leases  presently  in  existence,  together  with  all  modifications  and  side
agreements  related  thereto,  have been  provided  to  Lender  and there are no
existing  defaults  under the  provisions  of ,the  Leases or  Guaranties;  (iv)
Assignor will promptly perform all obligations imposed upon Assignor as landlord
in the Leases and  otherwise  keep the Leases in full force and effect;  and (v)
without the prior written consent of Lender, Assignor will not cancel, surrender
or terminate any of the Leases or Guaranties or change,  alter, or modify any of
the  Leases or  Guaranties,  or require  or accept  prepayment  of more than two
months' rent, or allow premature  termination of any of the Leases,  Guaranties,
or execute any other  assignment  of  Assignor's  interest in any of the Leases,
rents, income or profits from the Premises.

     7.  Application  of Rents by Lender.  Lender  shall,  after payment of such
charges  and  expenses  as Lender  may,  in its sole  discretion,  elect to pay,
including  reasonable  compensation  to such managing agent as Lender may select
and employ, and after the accumulation of a reserve to meet taxes,  assessments,
water rents,  fire and  liability  insurance  and  maintenance  and  replacement
expenses  in  requisite  amounts,  credit the net amount of income  received  by
Lender  from the  Premises by virtue of this  Assignment,  to any amount due and
owing to Lender by  Assignor  under  the  terms of the Loan  Documents,  but the
manner of the  application  of such net income and what items  shall be credited
shall be  determined  in the sole  discretion  of  Lender.  Lender  shall not be
accountable  for more moneys than it actually  receives from the  Premises,  nor
shall  Lender  be liable  for  failure  to  collect  rents.  Lender  shall  make
reasonable  effort to collect rents,  reserving,  however,  within  Lender's own
discretion,  the right to determine the method of  collection  and the extent to
which enforcement of collection of delinquent rents shall be prosecuted.

     8. Reinstatement of License;  Possession.  In the event that Assignor shall
reinstate the Loan  completely  after an Event of Default,  having complied with
all the terms,  covenants  and  conditions  of the Loan  Documents and any other
requirements  of  Lender,  then the  license  granted  under  Section 1 shall be
reinstated at the option of Lender,  and Lender,  if the license is  reinstated,
shall  redeliver  possession  of the Premises to  Assignor,  who shall remain in
possession  unless and until another Event of Default occurs,  at which time the
license shall  terminate  and Lender may at its option again take  possession of
the Premises in accordance with this Assignment.

     9. Mortgagee in  Possession.  It is not the intention of the parties hereto
that an entry by Lender  upon the  Premises  under the terms of this  Assignment
shall  constitute  Lender a "mortgagee in possession" in  contemplation  of law,
except at the option of Lender.

     10. Duration of Assignment.  This Assignment shall remain in full force and
effect  as long as the Loan or any  other  sums  due and  owing  under  the Loan
Documents  remain unpaid in whole or in part. It is understood and agreed that a
full and  complete  cancellation  of record  of the  Mortgage  Instrument  shall
operate as a full and  complete  release  of all  Lender's  rights and  interest
hereunder,  and that after the Mortgage  Instrument  has been so canceled,  this
Assignment shall be void and of no further effect.

     11.  Subordination.  Lender,  for itself and its  successors  and assigns,
agrees and does hereby now and forever  subordinate and postpone this Assignment
in favor of the lien created by the  assignment of leases made in favor of Beard
Development  Corporation ("BDC"), and its successors and assigns,  from Assignor
("BDC  Assignment")  executed by  Assignor  in favor of BDC and  recorded in the
RMC's office in the county in which the Land is situate immediately prior to the
recording  of  this  Assignment.  The  BDC  Assignment  secures  a loan in the
original  principal  amount of $625,000.00  dated as of even date herewith,  and
Lender  consents  and agrees that the BDC  Assignment  shall have  priority  and
precedence over this Assignment until the BDC Loan is satisfied in full.

     IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly executed
under seal as of the day and year first above written.

                                        ASSIGNOR-.
Signed, sealed and delivered in
                of:                  (SEAL)
Name: James W.Miller


(SEAL)




STATE OF   VIRGINIA

                                                  PROBATE
COUNTY OF   CHESTERFIELD

     PERSONALLY  appeared  before me the undersigned  witness,  who, after first
being duly  sworn,  deposes  and says that (s)he saw the  within-named  James W.
Miller,  sign,  seal  and,  as his  act and  deed,  deliver  the  within-written
Assignment of Leases and Guaranties for the uses and purposes therein  mentioned
and that (s)he  together with the other witness whose  signature  appears above,
witnessed the execution thereof.



                                                  WITNESS

SWORN and subscribed to before me
                day of                 1996.

                                                   (L.S.)

My commission expires:


                                    EXHIBIT A
                                LEGAL DESCRIPTION


All that certain unit,  known as Unit F-2,  situate,  lying and being in Trident
Executive Village Horizontal property Regime as shown on the Declaration (Master
Deed), dated  October 20,  1986,  establishing  the Trident  Executive  Village
Horizontal  Property  Regime,  recorded in Deed Book R-158,  at Page 497, in the
office  of the  Register  of Mesne Conveyances  for  Charleston  County,  South
Carolina;  and Expansion Amendment recorded in Deed Book J-160, at Page 727; and
Expansion  Amendment  recorded  in Book  0-166,  at Page  159;  and  Subdivision
Amendment  recorded in Book N-168, at Page 299; and Subdivision  Amendment dated
October 12, 1987, and recorded in Book 0-169, at Page 586.