STATE OF SOUTH CAROLINA
MORTGAGE AND SECURITY AGREEMENT
COUNTY OF BERKELEY


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

Mortgagee: Envirometrics, Inc. ("Mortgagee"
           9229 University Boulevard
           Charleston, SC 29461


     THIS MORTGAGE AND SECURITY  AGREEMENT (this "Mortgage") is made and entered
into to be  effective  as of the 19th day of  December,  1996,  by  Mortgagor to
Mortgagee  pursuant to the terms of that certain  Promissory  Note,  dated as of
even date  herewith,  between  Mortgagee and  Mortgagor  regarding a loan in the
original principal amount of $230,000.00 (the "Note").  Unless otherwise defined
herein, all capitalized terms shall have the meaning set forth in the Note (with
all  references  to the Note to include all  amendments,  extensions,  renewals,
restatements, and replacements of the same).

     NOW, THEREFORE,  for valuable consideration (the receipt of which is hereby
acknowledged),  to induce  Mortgagee  to enter into and perform its  obligations
under the  Note,  and to  secure  payment  and  performance  of all  obligations
(collectively,  the "Obligations') of Mortgagor arising out of or related to (i)
the  Note,  the  Assignment  of  Leases  and  Guaranties  dated as of even  date
herewith,  and all other Loan  Documents;  and (ii) all future  obligations  and
future advances made by Mortgagee,  related to subsection (i),  Mortgagor hereby
bargains,  grants, sells, and conveys to Mortgagee and the heirs, successors and
assigns of Mortgagee, the following described property (the Land [defined below]
and all other property  described in paragraphs  (a)-(e) below are  collectively
referred to as the "Premises"):

     All that certain parcel or tract of land (the "Land") more fully  described
in Exhibit A attached hereto and incorporated herein located in Berkeley County,
State of South Carolina.

     Together with:

     (a)  all  singular  rights,  members,   hereditaments,   and  appurtenances
belonging or in any way incident or appertaining thereto;

     (b) all buildings and  improvements  of every kind and  description  now or
hereafter erected or placed on the Land (the  "Improvements")  and all materials
intended  for  construction,  reconstruction,  alteration,  and  repair  of  the
Improvements now or hereafter  erected thereon,  all of which materials shall be
deemed to be included within the Premises  immediately upon the delivery thereof
to the Land, and all fixtures and articles of personal property now or hereafter
owned by Mortgagor and attached to or contained in and used in  connection  with
the Land and Improvements or any part thereof or derived from or acquired by any
proceeds of the Land or Improvements  or any part thereof,  including all goods,
furniture,  appliances,  furnishings,  apparatus,  machinery, equipment, motors,
elevators, fittings, radiators, ranges, refrigerators, awnings, shades, screens,
blinds,  carpeting,  office equipment and other  furnishings,  and all plumbing,
heating, lighting, cooking, laundry, ventilating,  refrigerating,  incinerating,
air conditioning,  and sprinkler equipment,  telephone systems,  televisions and
television systems, computer systems and fixtures and appurtenances thereto, and
all  renewals  or  replacements  thereof or articles  in  substitution  thereof,
whether or not the same are or shall be attached to the Land and Improvements in
any manner (the "Tangible Property");

     (c) all easements,  rights of way, gores of land,  streets,  ways,  alleys,
passages,  sewer rights, waters, water courses, water rights and powers, and all
estates,  rights,  titles,  interests,  privileges,  liberties,  and  tenements,
hereditaments and appurtenances whatsoever,  in any way belonging,  relating, or
appertaining  to any of the  Premises,  or which  hereafter  shall  in any,  way
belong,  relate,  or be  appurtenant  thereto,  whether  now owned or  hereafter
acquired  by  Mortgagor,  and  the  reversion  and  reversions,   remainder  and
remainders,  rents,  issues,  and profits  thereof,  and all the estate,  right,
title, interest, property,  possession,  claim, and demand whatsoever, at law as
well  as in  equity,  of  Mortgagor  of,  in,  and to the  same,  including  all
judgments,  awards of damages,  and  settlements  hereafter  made resulting from
condemnation  proceedings  or the  taking  of any of the  Premises  or any  part
thereof under the power of eminent domain,  or for any damage (whether caused by
such taking or otherwise) to the Premises or any part thereof,  or to any rights
appurtenant thereto (together, the "Easements and Other Interests");

     (d) all proceeds of any sales or other  dispositions of any of the Premises
or any part thereof,  including  cash  proceeds,  non-cash  proceeds,  insurance
proceeds,  products,  replacements,  additions,  substitutions,   renewals,  and
accessions of any of the foregoing (the "Proceeds"); and

     (e) as  additional  collateral  and further  security for the  Obligations,
Mortgagor  hereby  conditionally  assigns to Mortgagee all the leases,  security
deposits,  rents,  issues,  profits,  revenues,  accounts,  accounts receivable,
contract  rights,  rights  to  payments  for goods  sold or  leased or  services
rendered,  checks, notes, drafts,  acceptances,  instruments,  deposit accounts,
chattel paper, documents,  securities, rentals receivables,  installment payment
obligations,  book debts, actions, choses in action,  judgments,  awards, money,
general intangibles,  other forms of obligations and receivables, all monies due
or to become  due,  and all  returned  or  repossessed  goods  now or  hereafter
pertaining  to  or  resulting  from  the  Premises  or  any  part  thereof  (the
"Intangible  Property")  or  constituting  or derived  from or  acquired  by any
proceeds of the Premises or any part thereof (the "Rents and Profits") reserving
only the right to  Mortgagor to collect the same as long as there shall exist no
Event of Default (hereafter defined), together with all proceeds, including cash
proceeds,  non-cash  proceeds,   insurance  proceeds,   products,  replacements,
additions,  substitutions,  renewals, and accessions of the Rents and Profits or
any  part  thereof,   and  all  replacements,   modifications,   renewals,   and
substitutions thereof or therefore.

     All Tangible  Property which comprises a part of the Premises shall, to the
extent  permitted by law, be deemed to be affixed to the Land. As to the balance
of the Tangible Property and Intangible Property, this Mortgage shall constitute
a security  agreement and Mortgagor  grants to Mortgagee a security  interest in
the  Tangible  Property,  the  Intangible  Property  and the Rents and  Profits,
together  with all of the rights and remedies of a secured  party under the Loan
Documents and applicable law,  including the South Carolina  Uniform  Commercial
Code.

     To Have and To Hold all and singular the Premises  unto  Mortgagee  and the
heirs, successors, and assigns of Mortgagee forever.

     Mortgagor  covenants that  Mortgagor is lawfully  seized of the Premises in
fee simple absolute, that Mortgagor has good right and is lawfully authorized to
sell,  convey, or encumber the same, and that the Premises are free and clear of
all  encumbrances  except  as  expressly  provided  herein.   Mortgagor  further
covenants  to warrant and forever  defend all and  singular  the  Premises  unto
Mortgagee and the heirs,  successors,  or assigns of Mortgagee  from and against
Mortgagor and all persons whomsoever  lawfully claiming the Premises or any part
of the Premises.

     Provided  Always,  nevertheless,  and it is the true  intent and meaning of
Mortgagor  and  Mortgagee,  that  if  Mortgagor  pays  or  causes  to be paid to
Mortgagee the Obligations, the estate hereby granted shall cease, determine, and
be utterly null and void; otherwise,  said estate shall remain in full force and
effect.

     It Is  Agreed  that  Mortgagor  shall be  entitled  to hold and  enjoy  the
Premises until an Event of Default has occurred.


    Mortgagor further warrants, covenants and agrees with Mortgagee as follows:

     Future  Advances.  This  Mortgage  is given  wholly or partly to secure all
present  and  future  advance  and  re-advances,  if any,  made or to be made to
Mortgagor by Mortgagee  related to the Loan  Documents or the Note.  The maximum
principal amount,  including present and future advances and other  Obligations,
which may be secured by this Mortgage at any one time shall not exceed twice the
face amount of the Note as stated above.  Future obligations may be incurred and
future  advances may be made at any time within  fifteen (1 5) years of the date
of this  Mortgage.  If Mortgagee  reserves the right to make future  advances in
excess of the face amount of the Note,  it is not an indication  that  Mortgagee
intends to make such future advances.

     2. Maintenance.  Mortgagor will maintain the Premises in good condition and
repair and will neither  permit nor allow waste of any portion of the  Premises.
Mortgagor  will promptly  repair or restore any portion of the Premises which is
damaged or destroyed by any cause  whatsoever and will promptly pay when due all
costs and expenses of such repair or  restoration.  Mortgagor will not remove or
demolish  any  improvement  or  fixture  which is now or  hereafter  part of the
Premises  and will cut no timber on the  Premises  without the  express  written
consent of Mortgagee. Mortgagee shall be entitled to specific performance of the
provisions of this paragraph.

     3.  Insurance.  Mortgagor will keep all Tangible  Property  insured by such
company or companies as Mortgagee may reasonably  approve for the full insurable
value thereof against all risks including,  if coverage is available,  flood and
earthquake.  Such  insurance  will be payable to  Mortgagee  as the  interest of
Mortgagee may appear pursuant to the New York standard form of mortgagee  clause
or such other form of mortgagee  clause as may be required by Mortgagee and will
not be cancelable  by either the insurer or the insured  without at least thirty
(30) days  prior  written  notice to  Mortgagee.  Mortgagor  hereby  assigns  to
Mortgagee the right to collect and receive any indemnity  payment otherwise owed
to Mortgagor upon any policy of insurance  insuring any portion of the Premises,
regardless of whether  Mortgagee is named in such policy as a person entitled to
collect upon the same. Any indemnity payment received by Mortgagee from any such
policy  of  insurance  may,  at the  option of  Mortgagee,  (ii) be  applied  by
Mortgagee to payment of any Obligations in such order as Mortgagee may determine
(ii) be applied in a manner determined by Mortgagee to the replacement,  repair,
or  restoration  of the portion of the Premises  damaged or destroyed,  (iii) be
released to Mortgagor upon such  conditions as Mortgagee may determine,  or (iv)
be used  for any  combination  of the  foregoing  purposes.  No  portion  of any
indemnity payment which is applied to replacement, repair, or restoration of any
portion of the Premises which is released to Mortgagor shall be deemed a payment
against any Obligations.  Mortgagor will keep the Premises  continuously insured
as herein  required and will deliver to Mortgagee the original of each policy of
insurance  required  hereby.  Mortgagor  will pay each premium coming due on any
such policy of insurance and will deliver to Mortgagee  proof of such payment at
least ten (1 0) days  prior to the date such  premium  would  become  overdue or
delinquent.  Upon the expiration or termination of any such policy of insurance,
Mortgagor  will  furnish  to  Mortgagee  at lease  ten (1 0) days  prior to such
expiration or  termination  the original of a renewal or  replacement  policy of
insurance  meeting the  requirements of this Mortgage.  Upon foreclosure of this
Mortgage,  all right,  title,  and interest of Mortgagor in and to any policy of
insurance upon the Premises which is in the custody of Mortgagee,  including the
right to  unearned  premiums,  shall vest in the  purchaser  of the  Premises at
foreclosure,  and Mortgagor hereby appoints Mortgagee as the attorney in fact of
Mortgagor  to assign all right,  title,  and interest of Mortgagor in and to any
such policy of insurance to such purchaser.  This appointment is coupled with an
interest and shall be irrevocable.

     4. Taxes and Assessments.  Mortgagor will pay all taxes,  assessments,  and
other  charges  which  constitute or are secured by a lien upon the Premises and
will deliver to  Mortgagee  proof of payment of the same not less than ten (1 0)
days prior to the date the same  becomes  delinquent;  provided  that  Mortgagor
shall be entitled by  appropriate  proceedings to contest the amount or validity
of such tax,  assessment,  or charge  so long as the  collection  of the same is
stayed during the pendency of such  proceedings  and Mortgagor  deposit with the
authority to which such tax, assessment,  or charge is payable or with Mortgagee
appropriate  security  for  payment of the same,  together  with any  applicable
interest and penalties, should the same be determined due and owing.

     5. Environmental Site Assessment.  Mortgagor shall pay when due the cost of
providing to Mortgagee, at Mortgagee's request from time to time, a then-current
environmental site assessment,  audit, or survey ("Assessment") of the Premises,
which  Assessment shall be prepared by an  environmental  auditor  acceptable to
Mortgagee,  in Mortgagee's sole  discretion;  provided that Mortgagee shall make
such request no more  frequently  than once every second year unless the Note is
being  renewed,  extended,  modified,  or  accelerated or Mortgagee is otherwise
required by any law,  regulation,  order, or other directive from any regulatory
agency having jurisdiction over Mortgagee to obtain any such Assessment.

     6.  Appraisal.  Mortgagor  shall  pay  when due the  cost of  providing  to
Mortgagee, at Mortgagee's request from time to time, a then-current appraisal of
the  market  value  of the  Premises  prepared  by an  appraiser  acceptable  to
Mortgagee in its discretion;  provided that Mortgagee shall make such request no
more  frequently  than once every third year  unless the Note is being  renewed,
extended modified, or accelerated or Mortgagee is otherwise required by any law,
regulation,  order,  or  other  directive  from  any  regulatory  agency  having
jurisdiction over Mortgagee to obtain any such appraisal.

     7.  Expenditures  by  Mortgagee.  If  Mortgagor  fails to make  payment for
restoration  or repair of the  Premises,  for  insurance  premiums,  for  taxes,
assessments,  or other charges as required in this Mortgage,  or for performance
of any other  covenant or  condition  hereof,  Mortgagee  may,  but shall not be
obligated  to,  pay for the same,  and any such  payment  by  Mortgagee  will be
secured by this  Mortgage and have the same rank and  priority as the  principal
Obligation  secured by this  Mortgage and bear interest from the date of payment
at the rate payable from time to time on  outstanding  principal  under the Note
after  the  occurrence  of an  Event of  Default.  Payments  made  for  taxes by
Mortgagee  shall be a first lien on the  Premises  to the extent of the taxes so
paid with interest from the date of payment, regardless of the rank and priority
of this Mortgage.

     8. After Acquired  Premises.  The lien of this Mortgage will  automatically
attach,  without further act, to all fixtures now or hereafter located in or on,
or attached  to, or used or intended to be used in  connection  with or with the
operation of, the Premises or any part of the Premises.

     9. Environmental Indemnification's.  Mortgagor shall indemnify, defend, and
hold Mortgagee and its employees,  agents,  officers,  attorneys, and successors
and  assigns  harmless  from and against  any and all  claims,  demands,  suits,
losses,  damages,  assessments,  fines,  penalties,  costs,  or  other  expenses
(including reasonable attorneys' fees and litigation expenses) arising out of or
related  directly  or  indirectly  to the  Loan  Documents  or  any  transaction
described  therein,  including  any  violation  of any law related to  hazardous
materials and any and all matters  arising out of any act,  omission,  event, or
circumstance  (including  without  limitation  the presence on,  generation  at,
disposal of at, or release  from the  Premises  of any  hazardous  substance  or
waste),  regardless  of  whether  the  act,  omission,  event,  or  circumstance
constituted a violation of any law related to hazardous materials at the time of
its existence or occurrence,  including  hazardous materials located on or about
any  real  property  owned by any  Mortgagor  or for  which  any  Mortgagor  may
otherwise be  responsible.  Mortgagor's  Obligations  under this  Section  shall
survive the repayment of the Loan and satisfaction of all Loan Documents.

     10.  C6ndemnation.  Mortgagee  shall be  entitled to be made a party to, be
notified by Mortgagor of, and to participate in any  proceeding,  whether formal
or informal, for condemnation or acquisition pursuant to power of eminent domain
of any portion of the  Premises.  Mortgagor  assigns to  Mortgagee  the right to
collect and receive any payment or award to which  Mortgagor  would otherwise be
entitled by reason of condemnation  or acquisition  pursuant to power of eminent
domain of any portion of the  Premises.  Any such  payment or award  received by
Mortgagee  may,  at the option of  Mortgagee,  (i) be applied  by  Mortgagee  to
payment of any  Obligations  in such order as Mortgagee may  determine,  (ii) be
applied in a manner determined by Mortgagee to the replacement of the portion of
the Premises taken and to the repair or restoration of the remaining  portion of
the Premises,  (iii) be released to Mortgagor upon such  conditions as Mortgagee
may determine, or (iv) be used for any combination of the foregoing purposes. No
portion of an indemnity  payment  which is applied to  replacement,  repair,  or
restoration  of any portion of the  Premises  or which is released to  Mortgagor
shall be deemed a payment against any Obligations.

     11. Transfer. At the option of Mortgagee,  the Obligations shall become due
and payable if, without the prior written consent of Mortgagee,  Mortgagor shall
convey away the Premises or any interest therein, further encumber the Premises,
or suffer the  placement of any  mechanics'  lien on the  Premises  which is not
removed  within 30 days after filing;  or if the legal or  beneficial  ownership
shall become vested in any other person in any manner whatsoever.

     12.  Event of Default.  An "Event of Default"  shall be the  occurrence  or
existence of the occurrence of any of the following shall constitute an event of
default ("Event of Default"):

     (a)  Payment.  Any  payment of  principal,  interest,  or other sum owed to
Mortgagee  under the Loan Documents or otherwise due from Mortgagor to Mortgagee
is not made when due.

     (b) Additional Defaults. Any provision or covenant of the Loan Documents is
breached,  or any warranty,  representation,  or statement  made or furnished to
Mortgagee  by  Mortgagor  in  connection  with the  Loan and the Loan  Documents
(including any warranty,  representation,  or statement in Mortgagor's financial
statements) or to induce  Mortgagee to make the Loan, is untrue or misleading in
any material respect.

     (c) Insecurity.  Mortgagee reasonably deems itself, any collateral,  or any
lien or security  interest,  insecure or unsafe;  or  Mortgagee,  in good faith,
believes that its prospects for payment of the Loan have been impaired.

     1 3. Mortgagee's Remedies and Grace Period.

     (a)  Acceleration/Grace  Period. Upon the occurrence of an Event of Default
which  continues  beyond the applicable  Grace Period,  Mortgagee shall have the
option to  declare  the  entire  unpaid  principal  amount of the Loan,  accrued
interest,  and  all  other  Obligations  immediately  due and  payable,  without
presentment,  demand,  or notice of any kind.  Prior to exercising  any right to
accelerate,  Mortgagee will provide  written notice to Mortgagor of the Event of
Default and Mortgagor  will have five (5) days to cure in the case of a monetary
default  and fifteen (1 5) days to cure in the case of a monetary  default  (the
"Grace  Period(s)"),  such Grace  Periods to commence on the date that notice is
sent to Mortgagor by Mortgagee.

     (b) Remedies.  Upon the  occurrence of an Event of Default which  continues
beyond the applicable  Grace Period,  Mortgagee  shall be entitled to pursue all
Rights (hereafter  defined) available under each of the Loan Documents,  as well
as all Rights and  remedies  available  at law or in equity.  Without in any way
limiting  the  generality  of the  foregoing,  Mortgagee  shall  also  have  the
following non-exclusive Rights:

     A. Immediate Possession of Collateral.  To take immediate possession of all
collateral,  whether now owned or hereafter  acquired,  without notice,  demand,
presentment,  or resort to legal process,  and, for those purposes, to enter any
premises  where any of the  collateral  is located  and  remove  the  collateral
therefrom or render it unusable;

     B. Assembly of  Collateral.  To require  Mortgagor to assemble and make the
collateral available to Mortgagee at a place to be designated by Mortgagee which
is also reasonably convenient to Mortgagor.

    C. Sale of Personal  Property.  To retain all non-real estate collateral in
satisfaction  of any unpaid  Obligations  as provided in the Uniform  Commercial
Code or sell the  collateral at public or private sale after giving at least ten
(1 0) days' notice of the time and place of the sale, with or without having the
collateral physically present at the place of the sale (such notice constituting
reasonable notice under the Uniform Commercial Code).

     D.  Repair of  Collateral.  To make any  repairs  to the  collateral  which
Mortgagee deems necessary or desirable for the purposes of sale.

     E. Set-off.  To exercise any and all Rights of set-off which  Mortgagee may
have against any account, fund, or property of any kind, tangible or intangible,
belonging to Mortgagor  which shall be in  Mortgagee's  possession  or under its
control.

     F. Cure. To cure any Event of Default in such manner as deemed  appropriate
by Mortgagee.

     G. Foreclosure.  If the Loan is secured by a lien on any real property,  to
foreclose on such real property  pursuant to the terms of this Mortgage or other
Loan Documents,  or at law or in equity.  Mortgagee shall be entitled to sue and
recover  judgment,  as set forth  above,  either  before,  after,  or during the
pendency of any proceedings for the enforcement of this Mortgage,  and the right
of  Mortgagee  to recover  such  judgment  shall not be  affected by any taking,
possession,  or foreclosure sale under this Mortgage,  or by the exercise of any
other right, power, or remedy for the enforcement of the terms of this Mortgage,
or the foreclosure of the lien of this Mortgage.  At the  foreclosure  Mortgagee
shall be entitled to bid and to purchase  the  Premises and shall be entitled to
apply the Obligations,  or any portion thereof, in payment for the Premises. The
proceeds  of the sale shall be  applied  to the cost of sale,  the amount due to
Mortgagee,   and  as  otherwise  required  by  then  existing  laws  related  to
foreclosure or as deemed  necessary by Mortgagee.  In case of a foreclosure sale
of all or any part of the  Premises  and of the  application  of the proceeds of
sale to the payment of the  Obligations,  Mortgagee shall be entitled to enforce
payment of and to  receive  all  amounts  then  remaining  due and unpaid and to
recover judgment for any portion thereof  remaining unpaid,  with interest.  The
remedies provided to Mortgagee in this paragraph shall be in addition to and not
in lieu of any other rights and remedies  provided in this Mortgage or any other
Loan  Document,  by law or in equity,  all of which  rights and  remedies may be
exercised by Mortgagee  independently,  simultaneously,  or consecutively in any
order without being deemed to have waived any right or remedy  previously or not
yet exercised.

     Without in any way  limiting the  generality  of the  foregoing,  Mortgagee
shall also have the following specific rights and remedies:

     (c) To make any repairs to the Premises which  Mortgagee deems necessary or
desirable for the purposes of sale.

     (d) To  exercise  any and all rights of set-off  which  Mortgagee  may have
against any  account,  fund,  or property of any kind,  tangible or  intangible,
belonging to Mortgagor  which shall be in  Mortgagee's  possession  or under its
control.

     (e) To cure  such  Event of  Default,  with the  result  that all costs and
expenses  incurred  or paid  by  Mortgagee  in  effecting  such  cure  shall  be
additional  charges on the Loan which bear  interest  at the  interest  rate set
forth in the Note and are payable upon demand.

     (f) To  foreclose  on the  Premises  and to  pursue  any and  all  remedies
available  to  Mortgagee  at law or in equity,  and in any order  Mortgagee  may
desire, in Mortgagee's sole discretion.


     14.  Appointment  of Receiver.  Upon the occurrence of an Event of Default,
Mortgagee  shall be entitled to the  appointment of a receiver to enter upon and
take and  maintain  full  control of the  Premises  in order to perform all acts
necessary and  appropriate  for the operation  and  maintenance  of the Premises
including the execution,  cancellation, or modification of leases, the making of
repairs to the Premises, and the execution or termination of contracts providing
for the construction,  management,  or maintenance of the Premises,  all on such
terms as are deemed best to protect the security of this Mortgage.  The receiver
shall be entitled to receive a reasonable fee for so managing the Premises.  All
rents  collected  pursuant to this paragraph shall be applied first to the costs
of taking  control  of and  managing  the  Premises  and  collecting  the rents,
including attorneys' fees,  receiver's fees, premiums on receiver's bonds, costs
of repairs to the Premises,  premiums on insurance policies,  taxes, assessments
and other charges on the Premises,  and the costs of discharging  any obligation
or  liability of Mortgagor as lessor or landlord of the Premises and then to the
Obligations.  Mortgagee  or the  receiver  shall  have  access  to the books and
records  used in the  operation  and  maintenance  of the  Premises and shall be
liable to account only for those rents actually received. Mortgagee shall not be
liable to Mortgagor or anyone  claiming  under or through  Mortgagor,  or anyone
having an interest in the Premises by reason of anything  done or left undone by
Mortgagor under this Section. If the rents of the Premises are not sufficient to
meet the costs of taking control of and managing the Premises and collecting the
rents,  Mortgagee,  at its sole option, may advance funds to meet the costs. Any
funds  expended by  Mortgagee  for such  purposes  shall become  Obligations  of
Mortgagor to Mortgagee. Unless Mortgagee and Mortgagor agree in writing to other
terms of payment,  such amounts  shall be payable upon notice from  Mortgagee to
Mortgagor  requesting  payment  thereof and shall bear interest from the date of
disbursement  at the rate stated in the Note after the occurrence of an Event of
Default. The entering upon and taking and maintaining of control of the Premises
by Mortgagee or the  receiver and the  application  of rents as provided in this
Mortgage  shall not cure or waive any Event of Default or  invalidate  any other
right  or  remedy  of  Mortgagee  under  this  Mortgage.   Notwithstanding   the
appointment of any receiver or other  custodian,  Mortgagee shall be entitled as
secured party  hereunder to the  possession  and control of any cash deposits or
instrument  at the time held by, or  payable or  deliverable  under the terms of
this Mortgage to, Mortgagee.

     1 5. Waiver by  Mortgagor.  Mortgagor  understands  that upon default under
this Mortgage,  among other remedies set out in this Mortgage, the Note, and the
Loan Documents, Mortgagee may foreclose upon the Premises or any portion thereof
in  the  sole  discretion  of  Mortgagee  and  ask  for a  deficiency  judgment.
Mortgagor,  to  the  extent  permitted  by  law,  hereby  expressly  waives  and
relinquishes any rights of redemption, valuation,  appraisement,  marshalling of
assets,  and sale in inverse order of alienation and homestead,  which Mortgagor
may have under any statute or governing  law and  understands  and agrees that a
deficiency judgment, if pursued by Mortgagee, shall be determined by the highest
price bid at the foreclosure sale of the property. -

     1 6.  Notices.  Any notice  given to Mortgagor or Mortgagee by one of these
parties shall be in writing and shall be signed by the party giving notice.  Any
notice or other  document to be  delivered  to  Mortgagor or Mortgagee by one of
these parties shall be deemed delivered if (i) mailed postage  prepaid,  or (ii)
sent via nationally  recognized overnight courier, to the party to whom directed
at the address of such party described above. This paragraph shall not be deemed
to prohibit any other manner of delivering a notice or other document.

     1 7. Additional  Documents.  The Mortgagor agrees to execute and deliver to
the Mortgagee,  upon the request of the Mortgagee  from time to time  hereafter,
all financing  statements and other documents reasonably required to perfect and
maintain the lien and security interest created by the Mortgage.

     1 8.  Partial  Foreclosure.  In the event the Property is comprised of more
than one parcel of real property,  Mortgagor  hereby waives any right to require
Mortgagee to foreclose or exercise any of its other remedies  against all of the
Property  as a whole or to require  Mortgagee  to  foreclose  or  exercise  such
remedies  against  one  portion  of the  Property  prior to the  foreclosure  or
exercise of said remedies against other portions of the Property.

     19.  Greater  Estate.  In the  event  that  Mortgagor  is the  owner  of a
leasehold  estate with respect to any portion of the Premises and,  prior to the
satisfaction of the Obligations and the cancellation of this Mortgage of record,
Mortgagor  obtains a fee estate in such portion of the Premises,  then, such fee
estate shall  automatically,  and without further action of any kind on the part
of Mortgagor, be and become subject to the security lien of this Mortgage.

     20.  Imposition of Tax. In the event of the passage of any state,  federal,
municipal,  or other  governmental law, order, rule, or regulation in any manner
changing or  modifying  the laws now in force  governing  the  taxation of debts
secured  by deeds of trust or the  manner  of  collecting  taxes so as to affect
adversely  Mortgagee,  Mortgagor will promptly pay any such tax on or before the
due date;  and if  Mortgagor  fails to make such  prompt  payment or if any such
state, federal, municipal, or other governmental law, order, rule, or regulation
prohibits  Mortgagor  from making such  payment or would  penalize  Mortgagee if
Mortgagor  makes  such  payment,  then the  entire  balance  of the  Obligations
evidenced  by the Note shall become due and payable upon demand at the option of
Mortgagee.

     21.  Amendments.  Neither this Mortgage nor any term hereof may be changed,
waived, discharged, or terminated orally, or by any action or inaction, but only
by an instrument in writing signed by the party against which enforcement of the
change,  waiver,  discharge,  or termination is sought. Any agreement made after
the  execution of this  Mortgage by  Mortgagor  and  Mortgagee  relating to this
Mortgage shall be superior to the rights of the holder of any  intervening  lien
or encumbrance on the Premises.

     22. Miscellaneous.

     (a) The terms  "Mortgagor" and  "Mortgagee"  shall refer to and include the
heirs, legal representatives, successors, and assigns of Mortgagor and Mortgagee
and all covenants and  agreements  contained in this Mortgage by or on behalf of
Mortgagor  or   Mortgagee   shall  bind  and  inure  to  the  benefit  of  their
representatives, heirs, successors, and assigns, whether so expressed or not.

     (b)  This  Mortgage  shall be  governed  by,  construed,  and  enforced  in
accordance with the laws of South Carolina.

     (c)  Mortgagee  may make or cause to be made  reasonable  entries  onto the
Premises for inspections,  appraisals,  environmental tests, or assessments upon
the giving to Mortgagor of prior notice,  and to this end,  Mortgagor  grants an
easement to Mortgagee over and onto the Premises for such purposes.

     (d) If this is not a first  mortgage,  any prior  mortgages and the maximum
amount  thereof are shown below:  Mortgage and  Security  Agreement  provided by
Mortgagor in favor of Beard  Development  Corporation in the principal amount of
$625,000.00 dated as of even date herewith and recorded immediately prior to the
recording of this Mortgage.

     (e) Mortgagor  represents to Mortgagee  that such Mortgagor is benefited by
the Loan  evidenced by the Note,  whether or not Mortgagor is the maker thereof,
that  Mortgagor's  obligations  under this  Mortgage  will not render  Mortgagor
insolvent,  and that  adequate and  sufficient  consideration  has been given to
Mortgagor for its execution and delivery of this Mortgage.

     23.  Subordination.  Mortgagee,  for itself and its successors and assigns,
agrees and does hereby now and forever  subordinate  and postpone  this Mortgage
lien in favor of the mortgage lien of Beard Development Corporation ("BDC"), and
its successors and assigns,  made pursuant to that certain mortgage and security
agreement ("BDC Mortgage") executed by Mortgagor 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  Mortgage.  The  BDC  Mortgage  secures  a loan in the
original  principal  amount of $625,000.00  dated as of even date herewith,  and
Mortgagee  consents  and agrees that the BDC  Mortgage  shall have  priority and
precedence over this Mortgage until the BDC Loan is satisfied in full.

     In Witness  Whereof,  Mortgagor has executed this Mortgage under seal as of
the day and year first above written.

MORTGAGOR:

Signed, sealed and delivered in (SEAL)
the presence of: James W. Miller


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  Mortgage  and
Security  Agreement 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 TO BEFORE ME THIS
  19th day of December, 1996.

(L.S.)
Notary Public for VIRGINIA
My commission expires:  4/30/2000


                                    EXHIBIT A
                                LEGAL DESCRIPTION

All that  piece,  parcel  or lot of land  with the  buildings  and  improvements
thereon,  situate, lying and being in Berkeley County, South Carolina, and being
shown and designated as "Lot 10, 1.14 Ac.11 on a plat by Trico Surveying,  Inc.,
dated March, 1985, and having revisions dated December 18, 1985, March 17, 1986,
and October 17,  1986,  entitled  in part  "FINAL PLAT  Showing  Lots 6 Thru 18,
Located in Berkeley  Business Center,  In The City of Hanahan,  Berkeley County,
S.C., Property of North Rhett Enterprises,  A Partnership,  About to be Conveyed
to BBC, A Limited  Partnership"  recorded in Plat Cabinet G, Page 52, RMC Office
for Berkeley County,  South Carolina,  and having such size,  shape,  buttings,
boundings,  dimensions  and  location as will appear by  reference  to said plat
which  is  incorporated   herein  by  reference,   be  all  the  dimensions  and
measurements shown thereon a little more or less.

Being  the  same  property   conveyed  to  the  Mortgagor   herein  by  deed  of
Envirometrics, Inc., dated December 1996, and recorded simultaneously herewith.

TMS   266-05-02-071