SHARE PURCHASE AGREEMENT

     THIS SHARE PURCHASE AGREEMENT, made and entered into as of this 17th day of
October, 1991 ("Agreement"), by and between J. BUCK DOWDY ("Seller") , being the
holder  of  all  of  the  outstanding   shares  of  capital  stock  of  OPTICHEM
TECHNOLOGIES, INC., a North Carolina corporation ("Optichem"), and ENVIROMETRICS
DEVELOPMENT CO., INC., a South Carolina corporation ("Purchaser" or "EDC") .

     WHEREAS,  Seller  desires to sell to  Purchaser  and  Purchaser  desires to
purchase from Seller all of the shares of outstanding capital stock of Optichem,
being all the outstanding shares of all classes of common or preferred stock for
valuable consideration and upon the terms and conditions hereinafter set forth;

     NOW THEREFORE,  in consideration of the promises,  payments,  covenants and
agreements hereinafter stipulated to be made, kept and performed, it is mutually
understood and agreed by and between the parties as follows:

     1. Sale and Purchase of Stock.  Seller  hereby  agrees to sell to Purchaser
and Purchaser agrees to purchase from Seller all of the aforementioned shares of
voting and nonvoting common stock of Optichem and Purchaser shall pay Seller for
the shares of stock as provided in this Agreement.

     2.  Effective  Date of  Transfer.  The stock  transferred  pursuant to this
Agreement shall be transferred effective the date of closing and upon receipt of
the stock certificates by purchaser, purchaser shall have all rights to vote the
stock and all dividend  distribution and liquidation  rights as a shareholder of
Optichem.

     3. Purchase  Price.  The purchase  price of the shares of stock shall be an
amount not to exceed one  hundred  thousand  and  no/100  ($100,000.00)  dollars
payable on the terms and conditions set forth below.

     4. Payment of Purchase Price.  Purchaser will pay Seller the purchase price
in quarterly  payments  based on five percent (5%) of net sales of products sold
by  Optichem,  Purchaser  or a Related  Party of either (as that term is defined
herein) , which are developed or manufactured  utilizing the technology licensed
pursuant to that  certain  License  Agreement  dated  December  16, 1986 between
Optichem  and  Perfect  View,  Inc.,  a  North  Carolina  corporation  ("License
Agreement").  It is  understood  by all parties that  Optichem  will be the sole
manufacturer  of the products.  The quarterly  payments from Purchaser to Seller
shall be made within thirty (30) days of the end of each calendar  quarter based
on the net sales of that quarter.  For example,  the first  payment  pursuant to
this Section  will be made no later than July 30,  1992,  based on the sales for
the calendar  quarter  ending June 30,  1992.  Payments  will only be made,  and
Purchaser will only be obligated to make payments as long as Optichem, Purchaser
or a Related  Party of either is selling  the  product.  If for any reason  such
sales cease,  the quarterly  payments will also cease and Purchaser  will not be
obligated  to make any  further  payments  unless and until  sales by  Optichem,
Purchaser or a Related  Party of either  resume.  For purposes of this  Section,
sales shall include sales by Purchaser,  Optichem or any party who is a "Related
Person"  to  Purchaser  or  Optichem  within the  meaning of Section  267 of the
Internal Revenue Code of 1986, as amended  (collectively  "Related Party") . Net
sales shall be defined as gross sales of Purchaser,  Optichem or a Related Party
to its third-party customers, less any discounts, allowances, or returns.

     5. Access to Sales  Records.  With the quarterly  payment,  Purchaser  will
provide the necessary financial  information to Seller and Seller shall have the
right to inspect the sales records of Optichem,  Purchaser or any Related Party,
upon  reasonable  notice to  Purchaser,  to evidence the amount of the quarterly
payment.  In the event Seller  disputes the amount of the quarterly  payment and
the  parties  are  unable to  resolve  the  dispute  themselves,  the Seller and
Purchaser  mutually agree and understand that the accounting firm of McGladrey &
Pullen  will  perform an audit of all net sales by  Purchaser  for the  monitors
discussed  herein and the results will determine the quarterly  payment.  In the
event the  accounting  firm is  retained,  the expenses  will be shared  equally
between the Seller and Purchaser and  Purchaser may deduct  Seller's  portion of
the expenses from the quarterly payment.

     6.  Transfer of Shares.  Upon  execution  of this  Agreement,  Seller shall
deliver,  assign and transfer all share  certificates  representing  outstanding
shares of common  stock in  Optichem,  said  certificates  being  duly  endorsed
without  restriction  or  encumbrance  to Purchaser.  With delivery of the share
certificates,  Seller  shall also deliver to Purchaser  all  corporate  records,
minutes, resolution, and financial statements.

     7.  Representations  and  Warranties of Seller.  Seller hereby  represents,
warrants, covenants and agrees that:

     (a)  Optichem is a  corporation  duly  organized  and  existing and in good
standing under the laws of the State of North Carolina.

     (b) The entire  authorized  capital  stock of  Optichem  consists of 80,000
shares of Class A voting  Common  Stock and 20,000  shares of Class B  nonvoting
Common Stock, both with a par value of $1.00 per share;

     (c) all financial statements, whether audited or unaudited, lists of assets
and  liabilities  and all  corporate  records  and  other  documents  previously
delivered to EDC by Seller,  (i) are true,  correct and complete in all material
respects  and (ii) fairly  present the  financial  condition of Optichem on such
balance  sheet  dates and the  results of the  operations  of  Optichem  for the
periods  covered by such  statements.  The  charges,  accruals,  and reserves on
Optichem's books in respect of taxes for all periods to date are, in the opinion
of Seller,  adequate,  and they do not anticipate any additional assessments for
any of such periods.

     (d) Except as otherwise disclosed in Exhibit A (which shall be prepared and
dated as of the  Closing  Date,  notwithstanding  the  date of this  Agreement);
Optichem has no liabilities, contingent or otherwise and is not in default under
any  contracts,   including  loan  agreement  provisions;  it  has  no  material
obligation or liability,  contingent,  anticipated  or otherwise;  no claims for
federal  or state  taxes are  pending  against  it and it has no  obligation  or
liability  for  federal  or  state  taxes;  and  Optichem  is not a party in any
litigation  or  administrative  proceeding  which  would  adversely  affect  its
financial condition or its operations,  nor is any such litigation or proceeding
threatened.

     (e) Optichem is a Subchapter S corporation  for federal income tax purposes
and no events have occurred and no actions have been taken that would  terminate
its S corporation status prior to the closing  hereunder;  and that Optichem and
its  shareholders  will maintain the S corporation  status of Optichem until the
closing.  Seller agrees to execute and to cause  Optichem to execute an Election
to Close Books Upon S Corporation  Termination and Consent of  Shareholders,  in
the form attached  hereto as Exhibit B, with respect to the termination of the S
corporation  status of Optichem that will be caused by the purchase of its stock
by Purchaser. Seller agree to pay all federal and state income taxes relating to
the  operations  of Optichem  for the period from January 1, 1989 to the closing
hereunder,  and shall  indemnify  and hold harmless EDC from and against any tax
liability  attributable  to the  operations  of  Optichem  prior  to the date of
closing.

     (f) Optichem has such valid franchises,  licenses and/or permits, free from
unreasonably burdensome restrictions,  as are necessary to carry on its business
as the  same is being  conducted  and to own or hold the  properties  or  assets
owned, held or operated by it.

     (g) Seller is the owner of record of all of the  outstanding  capital stock
of  Optichem,  have full right to sell said  stock,  and upon sale and  transfer
thereof to EDC pursuant hereto and payment of the purchase price  therefor,  EDC
shall  acquire  good  title to said  stock  free and clear of all  restrictions,
liens, encumbrances and other adverse claims.

     (h) Except as  disclosed  in  writing to EDC prior to the date of  closing,
Optichem has no long-term  agreements with either  individuals or  corporations,
leases,  employment  agreements,  deferred  compensation plans, pension plans or
profit-sharing plans.

     (i) Seller represents that there are no outstanding  unresolved discussions
or  negotiations  with or offers  from or  contracts  with any other  company or
person for the purchase or acquisition of securities or assets of Optichem.

     (j) This Agreement  constitutes a valid and legally  binding  obligation of
Seller enforceable in accordance with its terms.

     (k) Seller  and/or  Optichem,  as of the date of this  Agreement,  have not
taken any action or executed  any  documents  which would  negate the  potential
validity  and  enforceability  of the License  Agreement  held by  Optichem  and
described in this  Agreement.  Seller  further  agrees not to take any action or
cause any action to be taken which would affect the  validity or  enforceability
of the License  Agreement and agrees to cooperate  fully with  Purchaser  and/or
Optichem  in the  defense  of any  claim or action  affecting  the  validity  or
enforceability  of the License  Agreement.  Purchaser will reimburse  Seller for
reasonable costs and expenses incurred in cooperating with Purchaser/Optichem in
the defense of any litigation.  Notwithstanding  the foregoing,  Seller makes no
representation  or warranty as to the validity or  enforceability of the License
Agreement.

     8. Representations and Warranties of Purchaser. Purchaser hereby represents
and warrants that:

     (a) EDC is a corporation  duly  organized and existing and in good standing
under the laws of the State of South Carolina and has full  corporate  power and
authority to acquire the capital stock of Optichem as herein contemplated.

     (b) This Agreement  constitutes a valid and legally  binding  obligation of
EDC  enforceable  in  accordance  with its terms,  and  approved by the Board of
Directors of EDC prior to the closing, as evidenced by the Corporate  Resolution
attached as Exhibit C and incorporated herein by reference.

     (c)  Purchaser  understands  that  the  stock  purchased  pursuant  to this
Agreement is being purchased for investment only and Purchaser  understands that
the stock is an unregistered security under federal and state law.

     9. Continuing Nature of Representations and Warranties It is understood and
agreed that the representations,  warranties, covenants and agreements of Seller
and EDC  contained  herein shall survive the closing of the purchase and sale of
capital stock of Optichem and continue to be binding.

     10.  Indemnification by Seller.  Seller hereby agrees to indemnify and hold
Optichem  and  Purchaser  harmless  from  any and  all  liabilities,  costs  and
expenses, including reasonable attorney fees, paid by Purchaser or Optichem as a
result of the  operations of Optichem prior to the closing of this Agreement and
the transfer of stock, or as a result of a breach by Seller of any provisions of
this Agreement. In the event Purchaser or Optichem incur any liability,  cost or
expense pursuant to this Section, the Purchaser shall have the option of seeking
immediate  recovery  from  Seller,  deducting  any  liability,  cost or expenses
incurred  from the  quarterly  payments  due  under  this  Agreement;  provided,
however,  Seller shall have no obligation to indemnify Optichem or Purchaser for
any claim,  damage,  or loss  arising out of or  associated  with the defense or
validity of the licensed technology and License Agreement.

     11.  Inspection  of Records by Purchaser.  Prior to the closing  hereunder,
Seller will cause Optichem to permit EDC and its  representatives  to visit,  at
EDC's expense,  any of the property of Optichem,  to inspect its books,  records
and accounts  and to discuss its affairs and finances  with its officers at such
reasonable  times as EDC may desire and will  cause  Optichem  to furnish to EDC
such corporate  records of Optichem and other  documents as EDC may from time to
time  reasonably  request,  provided,  however,  that  any  furnishing  of  such
information to EDC and any  investigation by EDC shall not affect EDC's right to
rely on the representations and warranties made by Seller hereinabove.

     12.  Obligation to Close.  The  obligation to  consummate  the  transaction
contemplated herein is subject to the fulfillment,  on or before the date of the
closing, of the following conditions:

     (a) all representations and warranties made by EDC herein shall be true and
correct at the time of the closing as if made again on and as of said date;

     (b) EDC shall have  performed and complied with all  covenants,  agreements
and  conditions  required by this Agreement to be performed and complied with by
it prior to or at the closing;

     (c) all  representations and warranties made by Seller herein shall be true
and correct at the time of the closing as if made again on and as of said date;

     (d) Seller shall have performed and complied with all covenants, agreements
and  conditions  required by this Agreement to be performed and complied with by
them prior to or at the closing.

     13. Continuation of Business. Until the closing, Seller agrees to cause the
business of Optichem to be conducted only in the ordinary  course and on a basis
consistent  with past practices.  Seller will not cause Optichem,  without EDC's
written consent, to (i) declare or pay any dividend on any outstanding shares of
its  capital  stock  (other  than  regular  cash  dividends  declared on a basis
consistent with past  practices) or acquire any such shares,  Or declare or make
any other  payments  or  distributions  of assets  to its  shareholders,  except
payment of compensation for services rendered  consistent with past practices or
(ii) issue  shares of its  capital  stock or options to  purchase  any  thereof,
purchase or redeem any  outstanding  shares of its capital  stock,  or amend its
Articles of Incorporation in any way.

     14. Closing. The closing shall take place at the offices of Optichem, or at
such other place or date as the parties may agree,  by April 15, 1992, or within
five (5) business days following receipt of all necessary  consents or approvals
and  completion  of  satisfactory  due diligence  reviews by  Purchaser.  At the
closing Seller shall deliver to EDC:

     (a) certificates  representing  all outstanding  shares of capital stock of
Optichem duly endorsed and in proper form for transfer to EDC;

     (b) the written resignation of all Directors of Optichem;

     (c) a certificate  confirming that all  representations and warranties made
by Seller  herein  remain true and correct at the time of the closing as if made
again on and as of said date, and confirming  further that Seller have performed
and complied with all  covenants,  agreements  and  conditions  required by this
Agreement to be performed  and complied with by them prior to or at the closing;
and

     (d) all share certificates and corporate records of Optichem,  specifically
including but not limited to the original License Agreement between Optichem and
Perfect View, Inc. dated December 16, 1986.

     EDC shall deliver to Seller at the closing:

     (a) a certified copy of the  resolutions  adopted by the Board of Directors
of EDC authorizing this Agreement and the consummation of the transaction herein
contemplated; and

     (b) a  certificate  from an executive  officer of EDC  confirming  that all
representations and warranties made by EDC herein remain true and correct at the
time of the  closing  as if made again on and as of said  date,  and  confirming
further that EDC has performed and complied with all  covenants,  agreements and
conditions  required by this  Agreement to be performed  and complied with by it
prior to or at the closing.

     In the  event  that  the  closing  does not take  place  in  person  at one
location,  Seller  agrees to execute all  documents  and  provide  the  original
agreements, exhibits, certificates, corporate records, and stock certificates to
Purchaser, to be held in escrow by Robinson, McFadden & Moore, P.C. at 1901 Main
Street, Columbia, South Carolina, until Purchaser has executed all documents and
provided a fully  executed  original  agreement  and all exhibits and  necessary
certificates to Seller.

     15. No Brokers. EDC and the Seller represent and warrant to each other that
no broker has been employed in  connection  with the sale  contemplated  by this
Agreement  and the Seller  agrees to indemnify  the  Purchaser and the Purchaser
agrees to  indemnify  the Seller  against  all loss,  cost,  damage or  expense,
including  reasonable  attorney's  fees,  arising  out  of or  resulting  from a
judicially valid claim based upon employment by the other of a broker.

     16.  Notices.  All notices,  requests,  demands,  and other  communications
hereunder  shall be in  writing,  and shall be deemed to have been duly given if
delivered or mailed first class postage prepaid, if to

         Seller:
                           J. Buck Dowdy
                           3301 Bramer Drive
                           Raleigh, North Carolina 27604

         With a Copy to:
                           Adam H. Broome, Esquire Petree, Stockton
                           Post office Box 300004
                           Raleigh, North Carolina 27622

         Purchaser:
                           Robert J. Nagy, Secretary
                           Envirometrics Development Co., Inc
                            9229 University Blvd.
                           Charleston, South Carolina, 29418

         With a Copy to:
R.       William Metzger, Jr., Esquire Robinson, McFadden & Moore, P.C.
                           Post Office Box 944
                           Columbia, South Carolina, 29202


     17.  Entire   Agreement.   This  Agreement  is  the   consummation  of  all
negotiations   between  Seller  and  Purchaser  or  any  related   entities  and
constitutes the entire contract between EDC and the Seller and no warranties and
representations have been made by either which are not contained herein.

     18.  Modification  of  Agreement.  This  Agreement  may not be  changed  or
modified  except by a similar  instrument  in  writing  executed  by EDC and the
Seller.

     19.   Counterparts  to  Agreement.   This  Agreement  may  be  executed  in
counterparts,  each of which when so executed shall be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.

     20. Binding  Effect.  This  Agreement  shall be binding on and inure to the
benefit  of  Seller,  their  heirs-at-law,  legatees,  distributees,  executors,
administrators  and other  legal  representatives,  and shall be  binding on and
inure to the benefit of EDC, its successors and assigns.

     IN WITNESS WHEREOF,  the parties hereto have herein  respectively  executed
this Agreement.

                       ENVIROMETRICS DEVELOPMENT CO., INC

                              By: R. William Metzer
                                 Its: President


ATTEST

_____________________________________
Robert J. Nagy, Secretary
(Affix Corporate Seal)               J. BUCK DOWDY


                            ________________________




                                    EXHIBIT A

                                       TO

                              SHARE PURCHASE AGREE
                       ENTERED INTO AS OF OCTOBER 17, 1991

                            DISCLOSURE OF LIABILITIES

     To the actual knowledge of Seller, the following items represent all of the
outstanding   obligations  and  liabilities  of  Optichem   Technologies,   Inc.
("Optichem") as of April 15, 1992:

     1. All obligations and duties under the License  Agreement,  dated December
16, 1986, by and between Optichem and Perfect View, Inc.

     2.  All  claims  and  liabilities,   actual  and  contingent,  asserted  by
Sensidyne,  Inc. as described in that certain  letter dated April 3, 1992,  from
Sensidyne, Inc. to Optichem.

     3. All liens,  encumbrances and liabilities associated with the outstanding
obligations  of  Optichem  under  that  certain  Promissory  Note to the Town of
Morrisville,  North  Carolina  with a balance  in the  amount  of  Thirty  Seven
Thousand Seven Hundred Forty-six and 26/100 Dollars  ($37,746.26) as of June 30,
1992.


                                  Exhibit B to
                      Purchase Agreement entered into as of
                                October 17, 1991


             ELECTION TO CLOSE BOOKS UPON S CORPORATION TERMINATION


     Optichem  Technologies,  Inc. (the "Corporation"),  with the consent of all
the  shareholders  of the  Corporation  during  the  short  S year  and  all the
shareholders  of the  Corporation  on the first day of the short C year,  elects
under Section 1362 (e) (3) of the Internal Revenue Code of 1986, as amended (the
"Code"),  not to have the pro rata allocation of S corporation  items under Code
Section 1362 (e) (2) apply to the S termination  year ending #I 19 9 2. The date
of termination of the  Corporation's S termination was the purchase of its stock
by a C corporation.

Date:                                            Optichem Technologies,  Inc.



                                            By:
                                            Its:


                                                  CONSENT OF SHAREHOLDERS

     The  undersigned,  being  all the  shareholders  owning  any  stock  of the
Corporation during the short S year and all the shareholders owning stock on the
first day of the short C year,  hereby  consent  to the  above  election  by the
Corporation  under Code  Section  1362 (e) (3) not to apply the rules under Code
Section  1362(e)(2)  to  the  S  termination  year  ending  1992.  The  date  of
termination of the Corporation's S corporation status was , 1992


                                     Date:
                                  J. Buck Dowdy
                          Identification No. 24062-4052


                                     Date:
                      Envirometrics Development, Co., Inc.
                                       By:
                                      Its:



                                    EXHIBIT C
           CORPORATE RESOLUTION OF ENVIROMETRICS DEVELOPMENT CO., INC.
                              DATED APRIL 13, 1992


     BE IT  RESOLVED  that  pursuant to a meeting of the Board of  Directors  of
Envirometrics  Development  Co.,  Inc.  (the  "Corporation")  that the  Board of
Directors unanimously  authorized the Corporation to enter into a Share Purchase
Agreement to purchase all outstanding shares of stock in Optichem  Technologies,
Inc., a North Carolina corporation,  pursuant to the terms and conditions of the
Share Purchase Agreement between the parties dated October 17, 1991.

     FURTHER BE IT RESOLVED that R. William Metzger, as President, and Robert J.
Nagy, a Secretary,  are authorized to execute the Share  Purchase  Agreement and
any and all other documents related thereto.

     This  Resolution  adopted  this  13th  day of  April,  1992.

                                  ENVIROMETRICS
                  DEVELOPMENT CO, INC. By: R. William Metzger

                        Its: Chairman, Board of Directors

ATTEST:

Robert J. Nagy, Secretary
(Affix Corporate Seal)


                                CLOSING AGREEMENT


     THIS CLOSING AGREEMENT is made, entered into and effective this 16th day of
April, 1992, by and between OPTICHEM  TECHNOLOGIES,  INC. ("OPTICHEM") , a North
Carolina corporation, ENVIROMETRICS DEVELOPMENT CO., INC. ("PURCHASER"), a South
Carolina Corporation; and J. BUCK DOWDY ("SELLER").

     NOW,  THEREFORE,  in consideration  of the mutual promises,  agreements and
covenants made hereunder,  and other good and valuable consideration received by
each party hereto,  the  sufficiency and receipt of which is acknowledged by all
such parties, the parties hereto agree as follows:


     1. DISCLOSURE OF ALL MATERIAL,  INFORMATION.  PURCHASER  acknowledges that,
all  information  (financial  or  otherwise)  necessary for PURCHASER to reach a
decision to purchase the stock of SELLER  under the terms and on the  conditions
of that certain Share Purchase Agreement,  dated October 17, 1991 by and between
PURCHASER and SELLER, has been provided to and examined by PURCHASER.  PURCHASER
further  understands  that third  parties  (other than SELLER) have disputed and
challenged  the  enforceability  and  validity of the License  Agreement,  dated
December 16,  1986,  between  OPTICHEM  and Perfect  View,  Inc.  (the  'License
Agreement")  and the right of  Licensor  to grant the  license.  Such  claims if
valid,   will  prevent  OPTICHEM  or  any  other  party,   from   manufacturing,
distributing and selling any product utilizing the licensed  technology pursuant
to the License Agreement.  PURCHASER specifically acknowledges that, pursuant to
a letter dated April 3, 1992, Sensidyne, Inc. has claimed that:

     (i) it  holds  all  rights  and  interests  to the  patents  issued  on the
application referenced in the License Agreement; and

     (ii) the License  Agreement  is,  among other  reasons,  unenforceable  and
invalid due to the Licensor,  Perfect View, Inc., having no rights and interests
in the underlying patents, that the License Agreement has expired by its express
terms and that the License is  nontransferable,  directly or indirectly,  to any
party.

     Sensidyne has  threatened to pursue all available  remedies  against SELLER
and any other party,  including PURCHASER,  and in likely to commence litigation
it necessary to defend its position.

     2.  IDEMNIFICATION  OF SELLER BY PURCHASER.  PURCHASER  hereby assumes full
responsibility for the discharge and satisfaction of all claims,  costs, losses,
damages,  penalties,  fines and expenses that PURCHASER or OPTICHEM may incur in
connection  with the above  matters.  PURCHASER  further  agrees to defend (with
counsel reasonably  satisfactory to SELLER) , hold harmless and indemnify SELLER
from any and all claims, costs, losses, damages,  penalties, fines, and expenses
including reasonable  attorneys,  fees of SELLER,  resulting Or arising from (1)
any of the matters in  paragraph I above;  (2) the  defense  enforceability,  or
validity of the licensed technology or License Agreement; and (3) the operations
of Optichem on and after the closing of this transaction which were not a result
of the breach of any provision of this Agreement or the Share Purchase Agreement
executed  concurrently  herewith and  incorporated  herein by reference.  SELLER
acknowledges that PURCHASER shall have control and authority over any litigation
in which  PURCHASER  defends  SELLER  and the costs  associated  therewith,  and
PURCHASER  will use its best  efforts  to obtain  counsel  for  SELLER  which is
reasonably  satisfactory to SELLER, however, in the event that a mutually agreed
upon counsel  cannot be chosen,  SELLER has the option of  obtaining  individual
counsel  but will be  responsible  for all fees and costs  associated  with said
independent counsel.

     3. INDEMNIFICATION OF PURCHASER BY SELLER. The outstanding debt of OPTICHEM
to the Town of  Morrisville,  North  Carolina  in the  amount  of  Thirty  Seven
Thousand Seven Hundred Forty-Six and 26/100 Dollars ($37,746.26),  which matures
on June. 30, 1992,  shall be the  responsibility  of SELLER.  In addition to any
obligation of SELLER to indemnify PURCHASER under the Share Purchaser Agreement,
SELLER hereby agrees to indemnify and hold harmless  PURCHASER and OPTICHEM from
and against such  liability in accordance  with Section 9 of the Share  Purchase
Agreement.


                  PURCHASER: ENVIROMETRICS DEVELOPMENT CO. INC.


                                       BY:



ATTEST:


(Asst.) Secretary


         [CORPORATE SEAL]



                                    SELLER:
                                  J. BUCK DOWDY



                             SELLER'S CERTIFICATE OF
                  AFFIRMATION OF REPRESENTATIONS AND WARRANTIES


     Pursuant  to  Share  Purchase   Agreement   ("AGREEMENT")  by  and  between
ENVIROMETRICS DEVELOPMENT Co., INC. ("PURCHASER") ; OPTICHEM TECHNOLOGIES,  INC.
("SELLER) ; SELLER hereby represents, warrants and certifies that:

     All of the representations,  warranties and covenants made by SELLER in the
AGREEMENT are true and correct on April 16, 1992 (the  "CLOSING  DATE,,) and all
of the terms and  conditions  of the AGREEMENT to be complied with and performed
by SELLER on or prior to the  CLOSING  DATE have been timely  complied  with and
performed.


SELLER:
                              J. Buck Dowdy, Seller





                           PURCHASER'S CERTIFICATE OF
                  AFFIRMATION OF REPRESENTATIONS AND WARRANTIES


     Pursuant  to  Share  Purchase   Agreement   ("AGREEMENT")  by  and  between
ENVIROMETRICS  DEVELOPMENT CO., INC.  ("PURCHASER")  and OPTICHEM  TECHNOLOGIES,
INC. ("SELLER") ; PURCHASER hereby represents, warrants and certifies that:

     All of the  representations,  warranties and covenants made by PURCHASER in
the AGREEMENT are true and correct on April 16, 1992 ("CLOSING DATE") and all of
the terms and  conditions  of the AGREEMENT to be complied with and performed by
PURCHASER  on or prior to the CLOSING  DATE have been timely  complied  with and
performed.


PURCHASER:                          ENVIROMETRICS DEVELOPMENT CO., INC

                                      By:
                                  Its President


                                 April 16, 1992




Optichem Technologies, Inc.
9229 University Blvd
Charleston, South Carolina 29418

Gentlemen:

     The undersigned as sole director of Optichem Technologies, Inc. does hereby
tender his resignation as Director of the Corporation.  The undersigned  further
represents that all existing officers have tendered their  resignations and that
said resignations have been approved and accepted.


                                                       J. Buck Dowdy
                                                       Sole Director


OPTICHEM TECHNOLOGIES, INC.

HEREBY ACCEPTED


By: