STATE OF SOUTH CAROLINA            SUBORDINATION AGREEMENT
COUNTY OF CHARLESTON              (INCLUDING SUBORDINATION OF MORTGAGES)


     THIS SUBORDINATION  AGREEMENT  ("Agreement") is made and entered into as of
this 19th day of December, 1996, by and between ENVIROMETRICS, INC. (hereinafter
referred to as "Subordinator") and BEARD DEVELOPMENT CORPORATION, its successors
and/or assigns (hereinafter referred to as "Lender").

                             BACKGROUND INFORMATION

     WHEREAS, Lender has agreed to loan James W. Miller ("Borrower") a loan (the
"Loan")  in the  original  principal  amount  of up to six  hundred  twenty-five
thousand and no/l00 dollars ($  625,000.00)  as evidenced by a promissory  note
from  Borrower to Lender dated as of even date herewith (as amended or modified,
the  "Promissory  Note").  The proceeds of the Loan shall be used by Borrower to
purchase (i) that certain real property and improvements located at 1019 Bankton
Drive,  Charleston,  South Carolina ("Berkeley County Property"),  and (ii) that
certain real property and  improvements  located at 9229  University  Boulevard,
Charleston,  South Carolina  ("Charleston County Property") (the Berkeley County
Property and Charleston County Property shall collectively be referred to herein
as the "Properties");

     WHEREAS,  Borrower  has  agreed  to  execute  and  deliver  as of even date
herewith to Lender a first  mortgage and security  agreement,  an  assignment of
leases and guaranties, and UCC-1 financing statements for each of the Properties
and such  security  documents  shall be  recorded  in the  Office of the RMC for
Berkeley County and Charleston County, respectively, (the Promissory Note, first
mortgages,  first  assignment  of  leases  and  guaranties,  and  other  related
documents, as amended,  modified, or extended, shall collectively be referred to
herein as "Loan  Documents") (all real and personal  property securing the Loan,
whether now  existing or hereafter  arising,  shall be referred to herein as the
"Collateral");

     WHEREAS,  the Subordinator has made a loan in the original principal amount
of two hundred thirty thousand and no/l00 dollars ($230,000.00) as evidenced by
a promissory  note dated as of even date  herewith (as amended or modified,  the
"Subordinated  Note") and the  proceeds  of said  Subordinated  Note were or are
being  delivered to Borrower to provide  additional  capital for the purchase of
the Properties  described  above. In return,  Borrower has agreed to execute and
deliver to the Subordinator a second mortgage and security agreement for each of
the Properties and said second  mortgages shall be recorded in the Office of the
RMC for Berkeley County and Charleston County respectively, immediately prior to
the recording of this  Agreement but after the recording of the first  mortgages
described above;

     WHEREAS,   the  Lender  and  Subordinator  now  desire  to  evidence  their
relationship  with respect to the Borrower and the Collateral  securing the Loan
and agree that for now and  forever,  the  Subordinator  shall  subordinate  its
interests  in  the  Subordinated  Debt  to  the  interests  of  Lender  as  more
particularly described hereinbelow;

                             STATEMENT OF AGREEMENT

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged by  Subordinator,  and in order to
induce Lender, at its option, now or from time to time-hereafter,  to make loans
or extend credit or any other financial  accommodation  or benefit to or for the
account of Borrower;  or to grant such renewals or extensions  thereof as Lender
may deem  advisable;  and to better secure  Lender in respect of the  foregoing,
Subordinator hereby agrees with Lender as follows:

     1.  Subordination  of Debt.  Except  as set  forth in  Section  4  hereof,
Subordinator  will  not ask  for,  demand,  sue for,  take or  receive  from the
Borrower,  by setoff or in any other manner, the whole or any part of any monies
which may now or hereafter be owing by the Borrower to  Subordinator,  principal
or interest,  due or not sums due,  direct or indirect,  absolute or contingent,
whether now existing or hereafter arising,  including,  without limitation,  any
sums due under the  Subordinated  Note (all such  indebtedness,  obligations and
liabilities  hereinafter  collectively  referred to as the "Subordinated Debt"),
unless and until all obligations,  liabilities,  and indebtedness of Borrower to
Lender  arising  pursuant to the  Promissory  Note from Borrower to Lender dated
even date  herewith  together  with all  extensions,  modifications  and  future
advances thereunder,  whether now existing or hereafter arising directly between
Borrower  and  Lender,  or acquired  outright,  conditionally  or as  collateral
security from another by Lender,  shall have been fully paid and satisfied  (all
such  obligations,  indebtedness  and  liabilities  of  Borrower  to  Lender  is
hereinafter  collectively  referred  to as the  "Senior  Indebtedness")  and all
financing  arrangements  between the Borrower and Lender have been terminated in
writing by Lender.

     2.  Subordination of Security.  Notwithstanding  the order of filing of any
mortgages,  deeds of trust,  assignments of leases, or financing statements,  or
the physical  possession of any of  Borrower's  assets by  Subordinator  (or any
other  person,  firm or  corporation),  or the order of granting of any security
interest in the assets of Borrower, any and all rights and security interests of
Subordinator,  whether  now  existing  or  hereafter  acquired  or  arising  and
howsoever  existing,  in the assets of Borrower  and all  products  and proceeds
thereof  shall be and hereby are  subordinated  to the rights and  interests  of
Lender therein.  Subordinator shall not ask for, demand, sue for, take, receive,
or possess from  Borrower,  by setoff or in any other  manner,  the whole or any
part of the assets of Borrower or any products or proceeds thereof, or foreclose
or  otherwise  realize  upon the whole or any part of the  assets  of  Borrower,
whether by judicial  action under power of sale,  by self-help  repossession  or
otherwise, unless and until all of the Senior Indebtedness of Borrower to Lender
has been  paid and  fully  satisfied,  and all  financing  arrangements  between
Borrower  and Lender  have been  terminated  in writing by Lender.  Subordinator
further agrees that any and all instruments,  documents or agreements  creating,
evidencing  or  perfecting  any lien on or  security  interest  in any  asset of
Borrower as security for the Subordinated  Debt shall expressly state that it is
subject to the terms of this Agreement.

     3. Subrogation.  Except as set forth in Section 4 hereof, Subordinator also
agrees  that,  regardless  of  whether  the  Senior  Indebtedness  is secured or
unsecured,   Lender  shall  be  subrogated  to  Subordinator   with  respect  to
Subordinator's  claims against  Borrower and  Subordinators'  rights,  liens and
security interests, if any, in the Collateral and the proceeds thereof until all
of the Senior  Indebtedness of Borrower to Lender shall have been paid and fully
satisfied and all financing  arrangements  between Borrower and Lender have been
terminated in writing by Lender.

     4.  Permitted  Transactions.  Notwithstanding  anything to the contrary set
forth herein,  Borrower may make,  and  Subordinator  may accept,  the regularly
scheduled  payments of interest and principal  provided for in the  Subordinated
Note (without giving effect to any amendment or modification thereof which would
have the effect of  increasing  any such  payment or  accelerating  the maturity
thereof),  provided  that,  at the time any such  payment  becomes due and owing
there does not exist any  Default or Event of Default (as such terms are defined
in the Mortgages and other Loan Documents) or any event or condition which, with
the making of such payment, would constitute a Default or Event of Default.

     5. Subordinated Debt Owed Only to Subordinator.  Subordinator  warrants and
represents  that  Subordinator  has not previously  assigned any interest in the
Subordinated Debt or Subordinated  Note to any party other than Lender,  that no
party owns an interest in the Subordinated  Debt or Subordinated Note other than
Subordinator (whether as joint holders of the Subordinated Debt, participants or
otherwise),  and that the entire Subordinated Debt is owing to the Subordinator,
subject only to the rights of Lender hereunder.

     6. Priority on Distribution. In the event of any distribution,  division or
application,  partial of complete, voluntary or involuntary, by operation of law
or otherwise,  of all or any part of the assets of Borrower or  readjustment  of
the obligations and indebtedness of Borrower,  whether by reason of liquidation,
bankruptcy, arrangement,  receivership,  assignment for the benefit of creditors
or any other action or proceeding  involving the  readjustment  of all or any of
the  Subordinated  Debt,  or the  application  of the assets of  Borrower to the
payment  or  liquidation  thereof,  or the  dissolution  or other  winding up of
Borrower's  business,   or  upon  the  sale  or  other  disposition  of  all  or
substantially  all of Borrower's  assets or of all of the issued and outstanding
shares of capital stock of Borrower,  then, and in any such event,  Lender shall
be entitled to receive payment in full of any and all of the Senior Indebtedness
then  owing to it prior to the  payment  of all or any part of the  Subordinated
Debt, and any payment or distribution of any kind or character,  either in cash,
securities or other property, which shall be payable or deliverable upon or with
respect  to any or all of the  Subordinated  Debt  shall  be paid  or  delivered
directly to Lender for  application on any of the Senior  Indebtedness  owing to
Lender,  due or not due,  until such Senior  Indebtedness  shall have first been
fully paid and satisfied.

     7.  Payments  Received  by  Subordinator.  Except as  provided in Section 4
hereof, should any payment or distribution or security or instrument or proceeds
thereof be received by  Subordinator  upon or with  respect to the  Subordinated
Debt prior to the satisfaction of all of the Senior Indebtedness owing to Lender
and  termination  in writing  by Lender of all  financing  arrangements  between
Borrower and Lender, the Sub-ordinator shall receive and hold the same in trust,
as trustee,  for the benefit of Lender and shall  forthwith  deliver the same to
Lender in precisely the form received  (except for  endorsement or assignment by
Sub-ordinator   where   necessary),   for  application  on  any  of  the  Senior
Indebtedness of Borrower to Lender, due or not due, and, until so delivered, the
same shall be held in trust by Sub-ordinator  as the property of Lender.  In the
event of the failure of Sub-ordinator to make any such endorsement or assignment
to Lender,  Lender, or any of its officers or employees,  is hereby  irrevocably
authorized to make the same.

     8. Instrument  Legend.  Any instruments  evidencing any of the Subordinated
Debt, or any portion, thereof,  including,  without limitation, the Subordinated
Note, will, on the date hereof or promptly hereafter, be inscribed with a legend
conspicuously  indicating the payment  thereof is  subordinated to the claims or
Lender,  pursuant to the terms of this Agreement.  Any instrument evidencing any
of the Subordinated Debt, or any portion thereof, which is hereafter executed by
Borrower, will, on the date thereof, be inscribed with the aforesaid legend.

     9.  Transfer of Claims.  Sub-ordinator  agrees not to assign or transfer to
others any claims  Sub-ordinator  has or may have against  Borrower while any of
the Senior  Indebtedness  remains  unpaid unless such  assignment or transfer is
made expressly subject to this Agreement.

     10.  Term.  This  Agreement  shall  constitute  a  continuing  agreement of
subordination, and Lender may continue, without notice to Sub-ordinator, to lend
monies,  extend  credit and make other  accommodations  to or for the account of
Borrower  on the  faith  hereof,  and this  Agreement  shall be  irrevocable  by
Sub-ordinator  until all Senior  Indebtedness  of Borrower to Lender  shall have
been  paid and fully  satisfied,  and all  financing  arrangements  between  the
Borrower and Lender have been terminated in writing by Lender.

     11. Additional Agreements Between Lender and Borrower.  Lender, at any time
and from time to time,  and without  providing  notice to  Borrower  and without
obtaining  Borrower's consent,  may enter into such agreement or agreements with
Borrower as Lender may deem proper, extending the time of payment of or renewing
or otherwise altering, amending, modifying, or assigning the terms of all or any
of the Senior  Indebtedness  of Borrower  to Lender or  affecting  the  security
underlying any or all of the Senior  Indebtedness of Borrower to Lender,  or may
exchange,  sell,  release,  surrender or otherwise  deal with any such security,
without in any way impairing or affecting this Agreement thereby.  Sub-ordinator
agrees to waive any rights that it may have with respect to  advancing  its lien
priority against the Lender as a purchase money mortgagee  regardless of whether
the Loan is amended, modified, assigned or extended in any way.

     12.  Sub-ordinator  Waivers.  All of the Senior Indebtedness of Borrower to
Lender  shall be  deemed to have been made or  incurred  in  reliance  upon this
Agreement,  and  Sub-ordinator  expressly waives all notice of the acceptance by
Lender of the  subordination  and other provisions of this Agreement,  all other
notices  whatsoever,  and  reliance by Lender upon the  subordination  and other
agreements as herein provided. Sub-ordinator agrees that; (a) Lender has made no
warranties  or  representations  with  respect to the due  execution,  legality,
validity,  completeness or  enforceability  of the Loan Agreement between Lender
and  Borrower or the other Loan  Documents  (as such term is defined in the Loan
Agreement),  or the  collectability  of the Senior  Indebtedness  of Borrower to
Lender;  (b) Lender shall be entitled to manage and  supervise  its loans to the
Borrower in accordance with its usual  practices,  modified from time to time as
it deems appropriate under the circumstances, without regard to the existence of
any rights  that  Sub-ordinator  may now or  hereafter  have in or to any of the
assets of the Borrower;  and (c) Lender shall have no liability to Sub-ordinator
for,  and  Sub-ordinator  waives any claim  which he may now or  hereafter  have
against Lender arising out of, any and all actions which Lender,  in good faith,
takes or omits to take (including,  without limitation,  actions with respect to
the creation,  perfection or continuation of liens or security  interests in the
Collateral,  actions  with  respect to the  occurrence  of an Event of  Default,
actions with respect to the foreclosure upon, sale of, release of,  depreciation
of or failure to realize upon, any of the Collateral and actions with respect to
the  collection of any claim for all or any part of the Senior  Indebtedness  of
Borrower to Lender from any account  debtor,  guarantor or any other party) with
respect to the Loan  Agreement or the other Loan  Documents or to the collection
of the  Senior  Indebtedness  of  Borrower  to  Lender  or the  valuation,  use,
protection or release of the Collateral.

     13. Lender's Waivers. No waiver shall be deemed to be made by Lender of any
of its rights  hereunder,  unless the same shall be in writing signed by Lender,
and each  waiver,  if any,  shall be a waiver only with  respect to the specific
instance  involved  and  shall in no way  impair  the  rights  of  Lender or the
obligations of Sub-ordinator to Lender in any other respect at any other time.

     14.  Application  of Payments.  The  Sub-ordinator  hereby  agrees that all
payments received by Lender from Borrower may be applied and reapplied, in whole
or in part, to any of the Senior  Indebtedness of Borrower to Lender, as Lender,
in its sole discretion, deems appropriate.

     1 5. Representations and Warranties. Sub-ordinator hereby represents and
warrants to Lender as follows:

     A. Sub-ordinator has all requisite power and authority to execute, deliver
and perform this  agreement and without  other or further  action or approval of
any kind;

     B. This Agreement  constitutes the valid and legally binding  obligation of
Sub-ordinator,   enforceable   in   accordance   with  its  terms  (except  that
enforceability may be limited by bankruptcy, insolvency and other laws affecting
creditors' rights generally),  and no consent or approval of any other party and
no consent,  license,  approval or authorization of any governmental  authority,
bureau  or  agency is  required  in  connection  with the  execution,  delivery,
performance, validity and enforceability of this Agreement.

     16. CONSENT TO JURISDICTION. AS PART OF THE CONSIDERATION FOR THE FINANCIAL
ACCOMMODATIONS EXTENDED TO THE BORROWER BY LENDER, SUB-ORDINATOR CONSENTS TO THE
JURISDICTION  OF ANY LOCAL,  STATE OR FEDERAL COURT LOCATED  WITHIN THE STATE OF
SOUTH CAROLINA AND WAIVES ANY OBJECTION TO JURISDICTION  AND VENUE OF ANY ACTION
INSTITUTED HEREUNDER, AND FURTHER AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK
OF JURISDICTION OR VENUE.

     17.  Governing  Law. This  Agreement has been delivered and accepted in and
shall be deemed to have been made in Charleston,  South  Carolina,  and shall be
interpreted, and the rights and liabilities of the parties hereto determined, in
accordance  with the laws and decisions of the State of South  Carolina  without
regard to its conflicts of law rules.

     18. No Third  Party  Beneficiary.  This  Agreement  shall inure to the sole
benefit  of  Lender  and no other  person or entity  shall be  entitled  to rely
thereon.

     19.  Parties.  This Agreement shall be binding upon, and shall inure to the
benefit of, Lender,  Sub-ordinator and their respective  successors and assigns.
The term  "Borrower"  as used  herein  shall  also refer to the  successors  and
assigns  of  Borrower,  including,  without  limitation,  a  receiver,  trustee,
custodian,  debtor in  possession,  or corporation  created by, or surviving,  a
merger or acquisition transaction with Borrower.

     20. Section Titles.  The section titles contained in this Agreement are and
shall be without  substantive  meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

     21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which,  taken together,  shall constitute one and the same
instrument,  and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     IN  WITNESS  WHEREOF,  This  instrument  has been  signed and sealed by the
undersigned as of the day and year first above written.



SUB-ORDINATOR:
WITNESSES:
ENVIROMETRICS, INC (SEAL)

By:
Name:
Title:
LENDER:
BEARD DEVELOPMENT CORPORATION (SEAL)
By:
Name:
Title:


The undersigned  Borrower hereby accepts and  acknowledges  receipt of a copy of
the foregoing Subordination Agreement and agrees that it will not pay any of the
Subordinated  Debt (as  defined  in the  foregoing  Agreement)  owing by them to
Sub-ordinator, except as the foregoing Agreement provides.

Name:
Title:


LENDER:
BEARD DEVELOPMENT CORPORATION (SEAL)
Name:
Title:


     The undersigned  Borrower hereby accepts and acknowledges receipt of a copy
of the foregoing  Subordination Agreement and agrees that it will not pay any of
the Subordinated  Debt (as defined in the foregoing  Agreement) owing by them to
Sub-ordinator,  except as the foregoing Agreement  provides.  In the event of a.
breach  by  Borrower  of any  of  the  provisions  herein,  all  of  the  Senior
Indebtedness  (as  defined in the  foregoing  Agreement)  of  Borrower to Lender
shall,  without  presentment,  demand,  protest  or notice  of any kind,  become
immediately due and payable unless Lender shall otherwise elect in writing.

BORROWER:
Witnesses:
(SEAL)
James W. Miller


STATE OF
PROBATE
COUNTY OF

     PERSONALLY  appeared  before me the undersigned  witness,  who, after first
being  duly   sworn,   deposes   and  says  that  (s)he  saw  the   within-named
Envirometrics,  Inc., by its  __________, sign,  seal and, as its act and deed,
deliver the within-written  Subordination Agreement (including  Subordination of
Mortgages) 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
this        day of                 1996.


Notary Public for
My commission expires:



STATE OF                           PROBATE
COUNTY OF

     PERSONALLY  appeared  before me the undersigned  witness,  who, after first
being  duly  sworn,  deposes  and says  that  (s)he saw the  within-named  Beard
Development  Corporation,  by its, sign, seal and, as its act and deed, deliver
the  within-written   Subordination   Agreement   (including   Subordination  of
Mortgages) 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
this       day of                  1996.

Notary Public for

My commission expires:


B

     In the event of a breach by Borrower of any of the provisions  herein,  all
of the Senior  Indebtedness (as defined in the foregoing  Agreement) of Borrower
to Lender shall,  without  presentment,  demand,  protest or notice of any kind,
become  immediately  due and payable  unless  Lender  shall  otherwise  elect in
writing.

BORROWER:

Witnesses:

(SEAL)
James W. Miller





STATE OF
                                  PROBATE
COUNTY OF

     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,  sea[  and,  as his  act and  deed,  deliver  the  within-written
Subordination Agreement (Including  Subordination of Mortgages) 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
this          day of                  1996.


(L. S.)
      Notary Public for

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.