ASSET PURCHASE AGREEMENT

     AGREEMENT as of this28th day of April,  1997, by and between  ENVIROMETRICS
PRODUCTS  COMPANY,  a South  Carolina  corporation  with a  principal  place  of
business at 9229 University Boulevard,  Charleston, South Carolina 29406, Seller
(hereinafter  "Envirometrics"),   and  MULTI-METRICS,   INC.,  a  New  Hampshire
corporation with a principal place of business at P.O. Box 355, Marlborough, New
Hampshire 03455-0355, Buyer (hereinafter "MM")

     WHEREAS,  Envirometrics is in the asbestos and lead air monitoring business
and has manufactured and sold certain asbestos and lead air monitors which it no
longer  desires to  manufacture  and sell,  and owns certain  assets of that air
monitoring business ("the Business") that it is willing to sell; and

     WHEREAS, MMI desires to acquire said assets from Envirometrics on the terms
and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing premises and of the terms
and conditions set forth infra, Envirometrics and MMI agree as follows:

                           Purchase, Sale and Payment

     A.   Envirometrics   shall  sell  to  MMI,  and  MMI  shall  purchase  from
Envirometrics,  free  and  clear of all  claims,  mortgages,  pledges,  security
interests,  liens, tax liens and other encumbrances whatsoever  ("Encumbrances")
the following assets (the "Assets"):

     (1) The fixed assets,  molds, tooling, and equipment set forth on the Asset
List  attached as Exhibit A hereto,  which are all of the fixed  assets,  molds,
tooling and equipment solely and uniquely  associated by Envirometrics  with the
Business;

     (2) The  inventories of raw materials,  work in progress,  finished  goods,
packing, and supplies, further identified in Exhibit B attached hereto.

    (3) All price lists,  materials vendors lists and costs, all literature and
related materials for the Business,  and the comprehensive and complete customer
lists for the Business,  showing both active and inactive accounts,  aging trade
receivables, and order and payment history for all accounts.

     (4) All of  Envirometrics'  other  assets of whatever  nature and  wherever
situated,  including, but not limited to, books and records, prints, engineering
data, process information records,  including operating instructions and process
sheets,  bills of material,  and mold  drawings,  solely related to the Business
together with all patents, copyrights,  trademarks,  service marks and any other
intellectual  property rights associated with the records and drawings,  and all
other  assets,  tangible  or  intangible,  used  in or  for  the  manufacturing,
development,  sales,  and  administrative  operations of the  Business.  Without
limiting the foregoing,  Envirometrics expressly shall cause its parent company,
Envirometrics, Inc., to execute any and all documents necessary to assign to MMI
United States patent number  5205155 dated April 27, 1993 pursuant to assignment
forms attached as Exhibit C.

     (5) Excluded  from this sale are all assets  related to the Act  Monitoring
Card System,  all cash on hand and in banks,  government  bonds,  claims for tax
refunds, and other claims, notes, and accounts receivable.

     B.  Envirometrics  shall  deliver  to MMI on  April  28th  1997 one or more
written  Instruments of Transfer and assignment  reasonably  satisfactory to MMI
evidencing  Envirometrics' sale to MMI of all of the foregoing Assets, including
the Bill of Sale  attached  as  Exhibit D. All said  documents  shall be held in
escrow by the Escrow Agent pending release of escrow as set forth in III. B.

     C. In consideration for and conditioned upon delivery of the Instruments of
Transfer and  assignment  identified  in 1. B., MMI shall pay for the benefit of
Envirometrics  on  the  Closing  date  the  sum  of  One  Hundred  Ten  Thousand
($110,000.00)  Dollars  for all  items  on  Exhibit  A as well as  price  lists,
customer lists, and all other items identified in I.A. (1), (3), and (4), to be
held in escrow pending  completion of all performance under this contract as set
forth in  IV L., infra.

     D. At Closing,  Envirometrics shall transfer on consignment to MMI, and MMI
shall accept and take possession from  Envirometrics,  Envirometrics'  remaining
inventory  of raw  materials,  and other  non-cassette  finished  inventory,  as
identified  in Exhibit B. MMI will  thereafter  use its best efforts to sell the
same on Envirometrics' behalf,  reimbursing Envirometrics seventy-five (75%) per
cent of Envirometrics'  actual cost of said inventory  items--at the figures set
forth on Exhibit B, subject to modification as set forth therein.  MMI will keep
this  inventory   segregated  either  physically  or  by  computer  records  and
Envirometrics shall be allowed to audit said inventory a minimum of twice a year
until the same is sold or through November 30, 1998, whichever first occurs. MMI
will use its best efforts to sell this inventory prior to November 30, 1998, and
will make payment to  Envirometrics at the specified rate as product is sold, no
less frequently than monthly. In addition,  MMI will provide  Envirometrics with
quarterly  reconciliation's  of inventory levels and make any payments then due.
Envirometrics  shall have until  December  31,  1998 to notify MMI in writing to
return any unsold inventory as of said date (F.O.B.  Keene,  New Hampshire).  In
the event Envirometrics elects return of said inventory, it shall have the right
to  market  and  sell the  same,  which  shall  be  deemed  not to  violate  the
noncompetition  provisions of MMI,  infra. In the event  Envirometrics  does not
elect return of any unsold  inventory  prior to December 31, 1998, any remaining
inventory shall  thereafter come under the exclusive  ownership,  possession and
control of MMI,  free and clear of any further  claims  under this  Agreement or
otherwise.

     E. Sale shall also include transfer to MMI of Envirometrics'  800 number as
of the date of Closing  for a period of 120 days from the  release of escrow set
forth in III.B.  MMI promptly and courteously  shall refer all calls relating to
the Act Monitoring  Card System back to  Envirometrics.  After the 800 number is
retransferred to  Envirometrics,  Envirometrics  promptly and courteously  shall
refer all calls concerning MMI products back to MMI.

     F. Upon  release  of escrow  as set forth in  III and IV L.,  the  Escrow
Agent  shall  issue a 2-party  check  payable  to  Envirometrics  and  Precision
Southeast,  Inc. ("Precision") in the amount of all sums due Envirometrics under
1 C. and/or III A, less the sum of $3.00 per box of  cassettes  delivered to
and  accepted  by MMI  pursuant  to HI,  (which  sum shall be paid  directly  to
Envirometrics).  Envirometrics  shall be  responsible  for  delivering  to MMI a
letter from Precision (on Precision's letterhead) in the form attached hereto as
Exhibit K, prior to release of escrow).


                                       II.
                                    Closing,

     Closing  ("Closing")  of the  transactions  contemplated  by this Agreement
shall  take  place on April  28th  1997 at such  time and  place as the  parties
mutually may agree in Charleston, South Carolina. All assets, as itemized supra,
shall be delivered and transferred at closing,  subject to the escrow provisions
of  III, infra.  MMI shall be responsible  for all freight  charges  associated
with transferring the assets (F.O.B. Charleston, South Carolina).


                                      III.
          Envirometrics' Further Obligations and Maintenance of Escrow

     A.  Subsequent  to closing,  Envirometrics  shall  retain all of the assets
identified  in Exhibit A in order to  manufacture  5,000 boxes of standard  25mm
cassettes,  packaged complete, at a total cost to MMI of $3.00 per box, plus the
amount   of   $40,050.72   for   Envirometrics'   pre-purchased   inventory   at
Envirometrics'  cost as itemized in Exhibit E attached hereto. In addition,  MMI
shall purchase directly and have shipped to Envirometrics all materials for said
5,000  boxes  which  Envirometrics  does not have in  inventory.  As further and
integral   consideration  for  this  Agreement,   Envirometrics  shall  complete
manufacture of all 5,000 boxes of said standard 25mm cassettes and ship the same
to MMI (F.O.B. Charleston,  South Carolina),  subject to Envirometrics' fight to
reserve up to 500 boxes for sale to its own retail  customers  (in which  event,
MMI shall receive appropriate credit,  including reimbursement for MMI-purchased
inventory at MMI's cost and credit for reduction of Envirometrics  pre-purchased
inventory  shown on Exhibit  E).  MMI shall  have the right to inspect  the same
before acceptance.

     B.  Envirometrics  shall  deliver to MMI for shipment to  Marlborough,  New
Hampshire all cassette parts identified in Exhibit E which Envirometrics has not
used in  manufacture  of the  boxes as called  for  under  III A, such  delivery
(F.O.B.  Charleston)  to be made  concurrently  with  transfer of the Exhibit A.
assets.

     C. Upon closing under the contract,  MMI shall place into escrow all of the
following:

               the   contract   sales  price  of  One   Hundred   Ten   Thousand
          ($110,000.00) Dollars;

               the sum of Fifteen  Thousand  ($15,000.00)  Dollars (5000 boxes x
          $3.00) against  anticipated  delivery of the boxes of cassettes as set
          forth in III A, supra; and

               the inventory price of $40,050.72, as set forth in Exhibit E.

     D. H. Neil Berkson of Keene,  New Hampshire,  MMI's attorney,  shall be the
Escrow Agent and shall maintain the funds in a passbook  savings  account.  Upon
verification from MMI that  Envirometrics  has completed  performance under this
Agreement;  that MMI has completed arrangements to ship the assets identified in
Exhibit A from South  Carolina to New  Hampshire;  that the South  Carolina Bulk
Sales Act notice  period has expired  without  notice from any creditor  that it
intends to exercise  fights  under the Bulk Sales Act --and  absent any evidence
that either party is in breach of any of the covenants,  representations  and/or
warranties set forth in Article IV, infra' or its other  obligations  under this
Agreement--the  Escrow  Agent  forthwith  shall  transfer  all funds which he is
holding as follows:

               the sum of $3.00 per box of completed  cassettes delivered to MMI
          pursuant  to  III  A.  payable  in  a  one  party  check  directly  to
          Envirometrics;

               all other sums due in a two party check issued to  Precision  and
          Envirometrics,  forwarded to S. Richard Averette, President; Precision
          Southeast, Inc; P.O. Box 1405; Myrtle Beach, South Carolina 29578.

    E. At the same  time as funds  are  transferred,  the  Escrow  Agent  shall
release and deliver the Bill of Sale and all other  instruments  of transfer and
assignment to MMI.

     F. In the  event  this  transaction  fails to come out of  escrow:

     1. MMI  nevertheless  shall  cause the Escrow  Agent to remit  directly to
Envirometrics  the sum of $13.50 per box of  cassettes  actually  shipped to and
accepted by MMI pursuant to III A, less all costs of MMI's  direct  payments to
Palmetto  Packaging,  Corning Costar,  Schleicher & Schuell,  Inc, and any other
suppliers to whom MMI has made direct payments pursuant to III A;

     2. the Escrow Agent shall redeliver to Envirometrics  the Bill of Sale, all
other  Instruments  of  Transfer  and  Assignment,  and any  documents  or other
physical property which are in his possession or control;

     3. the Escrow Agent shall redeliver all remaining funds to MMI- and


     4. the parties thereafter shall have no further fights or obligations under
the contract.

     H. Both parties hereby  indemnify and hold the Escrow Agent harmless in the
performance of his duties.


                                       IV.
             Envirometrics Covenants, Representations and Warranties

     Envirometrics  covenants,  represents and warrants to MMI, which covenants,
representations  and warranties shall survive the Closing and release of escrow,
that:

     A.  Envirometrics has, and through and/or after the Closing date will have,
good and marketable title to each of the assets  identified in I.A., I.D., and
III.A. to be sold and delivered  hereunder,  free and clear of all Encumbrances,
and has the requisite authority to sell and transfer good title to such assets.

     B. The finished  goods and material  inventories  represented on Exhibits B
and E, as well as the 4,500  boxes of  standard  25mm  cassettes  referenced  in
III.A., supra (1) were, are and will be respectively  manufactured and purchased
(except for materials  purchased by Envirometrics  pursuant to HI.A.,  supra) in
the ordinary  course of its  business;  (2)  represent  all  existing  inventory
manufactured and acquired by Envirometrics  for and in the Business;  (3) are of
the kind and quality  salable or usable in the ordinary course of that Business;
and (4) are held by Envirometrics  and sold and transferred to MMI with good and
marketable  title.  All such goods are warranted as merchantable and fit for the
ordinary purposes for which they are used.

     C. The manufacture and sale of Business Products as heretofore or hereafter
manufactured and sold by Envirometrics,  to the knowledge of  Envirometrics,  do
not infringe any patent, trademark, service mark, copyright or other proprietary
rights of any third party.

     D.  To  the  best  of   Envirometrics'   knowledge,   no   claims,   suits,
investigations  or  proceedings  are pending or  threatened by any third parties
involving the assets other than a disputed claim by Zellweger  Analytics,  Inc.;
and--notwithstanding  Envirometrics'  disclosure to MMI that it may be insolvent
under  one or more  tests of  solvency  as  defined  in the  Uniform  Fraudulent
Conveyance Act and/or the United States  Bankruptcy  Code--the sale and transfer
of the assets is not a fraudulent transfer, disposition or sale.

     E.  Exhibit B and all  information  transferred  pursuant to I.A.(3),  (4),
supra are true and accurate as they relate to historical information,  and there
has not been any material  adverse  change in the Business from April 1, 1997 to
the date of this Agreement.

     F. No consent by, approval or authorization of, or filing,  registration or
qualification with, any federal,  state or local governmental authority or other
person is required for the execution,  delivery or performance of this Agreement
by  Envirometrics  or in connection with the  consummation  of the  transactions
contemplated hereby by Envirometrics.

     G.  Envirometrics is a corporation duly organized,  validly existing and in
good standing under the laws of the State of South Carolina.

     H.  Envirometrics  has the full  corporate  power to  execute,  deliver and
perform this Agreement and has taken all action required by law, its certificate
of incorporation,  its bylaws or otherwise to authorize such execution, delivery
and  performance  of this  Agreement  and this  Agreement is a valid and binding
agreement of Envirometrics, enforceable in accordance with its terms.

     I.  The  execution  and  delivery  of  this   Agreement  do  not,  and  the
consummation of the transactions  contemplated  hereby will not: (1) violate any
provision of the certificate of incorporation or by-laws of  Envirometrics-  (2)
violate any provision of, or result in the  termination or  acceleration  of any
obligation under any mortgage,  note, lien, lease, franchise,  license,  permit,
agreement,  instrument  or obligation  to which  Envirometrics  is a party or by
which  Envirometrics  is  bound;  or (3)  violate  or  conflict  with any  other
restriction of any kind or character to which  Envirometrics  or the Business is
subject.

     J. No approval,  authorization,  license, permit or other action or finding
by any  governmental  authority  or any third  party,  shareholder,  or board of
directors of  Envirometrics is required that has not been obtained in connection
with the execution  and delivery of this  Agreement or the  consummation  of the
transactions contemplated hereby.

     K. The fixed assets, molds, tooling and equipment,  as set forth on Exhibit
A, transferred to MMI hereunder (1) were purchased and acquired by Envirometrics
in the ordinary course of its business; (2) represent all existing fixed assets,
molds,  tooling and equipment purchased and acquired by Envirometrics for use in
the Business- and (3) are held by Envirometrics  and sold and transferred to MMI
with good and marketable  title.  Upon delivery of possession to MMI, said fixed
assets,  molds,  tooling and  equipment  will be in  reasonably  good repair and
working order, capable of producing sound and merchantable products, if properly
used.

     The transfer and sale of the assets complies and shall comply with the Bulk
Sales  or  Transfers  laws of the  state  of  South  Carolina.  Toward  that end
Envirometrics shall do all of the following:

     (1) At Closing,  Envirometrics  shall deliver to MMI a list  containing the
names and business  addresses of all  creditors--general  or  secured--with  all
amounts  owing and, in addition,  the names of all persons known to be asserting
claims against  Envirometrics,  even if said claims are disputed.  Envirometrics
shall  affirm  on  the  list  that  it is  true  and  accurate  to the  best  of
Envirometrics' knowledge,  information and belief The list and affirmation shall
be in the form attached hereto as Exhibit F.

     (2) At the  same  time,  Envirometrics  shall  furnish  MMI with a true and
accurate list of all names and business  addresses used by Envirometrics  within
the three years preceding this Agreement.

     (3)  Envirometrics  shall  cooperate  with MMI in  preparing  a schedule of
property transferred in the form attached hereto as Exhibit G.

     (4) Contemporaneously with the Closing,  Envirometrics shall cooperate with
MMI in transmitting to each of Envirometrics' creditors, listed in Exhibit F, by
certified  mail,  return  receipt  requested,  with the  return  receipts  to be
addressed to MMI and/or MMI's attorney,  a notice in the form attached hereto as
Exhibit H. In particular,  without limiting the foregoing,  Envirometrics  shall
produce the requisite letters and envelopes, for signature by MMI.

     (5) All proceeds of closing  shall remain in escrow  pending  expiration of
the notice period under the South  Carolina Bulk Sales Act without  assertion of
any claims, and otherwise as provided in III.

     (6) If  Envirometrics  fails to  cooperate  fully with MMI in  effectuating
compliance  with the Bulk  Sales  Act,  or if any  action  is  commenced  by any
creditor against this transfer or either party to this Agreement, or if any levy
is made on the assets to be transferred,  MMI may rescind the Agreement in whole
or in part.

     M.  Envirometrics has no written contracts or agreements with any customers
of the Business.

     N. No agent or broker or other persons acting  pursuant to authority  given
by  Envirometrics  is entitled to any  commission  or finder's fee in connection
with the transaction contemplated by this Agreement.

     O.   Envirometrics   shall  provide  the  following   training,   technical
assistance, and consultation for MMI subsequent to the Closing date:

     At the request of MMI,  Envirometrics'  President and CEO, Walter H. "Skip"
Elliott,  or his designee  possessing equal or greater knowledge,  shall come to
MMI's point of manufacture  in New Hampshire for up to the cumulative  amount of
five  business  days,  consisting  of one to two  days  when  all of the  molds,
tooling,  equipment and other fixed assets are  transferred to New Hampshire for
the  purpose of  assisting  MMI in setting  up the same and  conducting  initial
training;  an  additional  period  of up to two days  after  setup  to  continue
training; and a further day to analyze samples and otherwise assist in any final
training and/or quality  control.  Elliott shall be reasonably  available to MMI
within the first two months after the equipment is transferred, including at the
time of transfer. MMI shall pay all of Elliott's travel, lodging expenses, meals
and customary  incidentals within  forty-eight (48) hours after submission,  but
shall not be responsible for any salary or other costs.

     At no additional cost to MMI,  Envirometrics  shall train MMI personnel--up
to a maximum of two days--in quality control procedures for the Business related
to the Niosh 7400. Such training will take place,  at MMI's request,  subsequent
to  the  Closing  date  at  Envirometrics'  headquarters  in  Charleston,  South
Carolina. MMI shall be responsible for all of the expenses of any employees sent
for training, but shall not otherwise pay any costs.

     (3) In addition to the above,  Envirometrics'  personnel shall be available
to MMI, at reasonable cost, for future consulting if necessary.

     P. Envirometrics  makes no warranties to MMI other than those expressly set
forth herein.


                                       V.
                 MMI's Covenants, Representations and Warranties

     MMI covenants,  represents and warrants to Envirometrics,  which covenants,
representations  and warranties shall survive the Closing and release of escrow,
that:

     A.  MMI is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of New Hampshire.

     B, MMI has the full  corporate  power to execute,  deliver and perform this
Agreement  and has  taken  all  action  required  by  law,  its  certificate  of
incorporation, its by-laws

or otherwise to  authorize  such  execution,  delivery and  performance  of this
Agreement  and  ties  Agreement  is  a  valid  and  binding  agreement  of  MMI,
enforceable in accordance with its terms.

     C.  The  execution  and  delivery  of  this   Agreement  do  not,  and  the
consummation of the transactions  contemplated  hereby will not: (1) violate any
provision of the certificate of incorporation or by-laws of MMI; (2) violate any
provision of, or result in the  termination  or  acceleration  of any obligation
under any mortgage, note, lien, lease, franchise,  license,  permit,  agreement,
instrument or  obligation  to which MMI is a party or by which MMI is bound;  or
(3) violate or conflict with any other  restriction  of any kind or character to
which MMI or the Business is subject.

     D. No approval,  authorization,  license, permit or other action or finding
by any  governmental  authority  or any third  party,  shareholder,  or board of
directors of MMI is required that has not been  obtained in connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

     E. MMI has and will have funds  available to pay all amounts due under this
contract.

     F. MMI  knows  of no  pending  or  threatened  governmental  investigation,
request for  information  or action by any third  party which would  prohibit or
prevent  or claim  damages  as a result of this  Agreement  or the  transactions
contemplated  hereby and there is no  litigation  pending or  threatened  to the
knowledge  of MMI which would affect  MMI's  ability to perform its  obligations
hereunder.

     G.  Subsequent  to closing and  breaking of escrow,  MMI  reasonably  shall
provide   information  and/or  assistance  to  Envirometrics  in  Envirometrics'
collection of its outstanding accounts receivable.

     H. No agent or broker or other persons acting  pursuant to authority  given
by MMI is entitled to any  commission  or finder's  fee in  connection  with the
transaction contemplated by this Agreement.


                                       VI.
                                Supply Agreement

     Notwithstanding  anything to the contrary,  closing under this Agreement is
contingent upon MMI's ability to enter into a five (5) year supply agreement for
a certain mixed ester membrane, with Coming Costar Corporation,  or a subsidiary
thereof, which agreement shall be to MMI's satisfaction.


                                      VII.
                               Sales and Use Taxes

     Envirometrics shall be responsible to pay all sales and use taxes which are
due as a result of the transfer and conveyances of any of the assets,  and shall
indemnify  and hold MMI harmless from any failure of  Envirometrics  to pay such
taxes when due.

                                      VIII.
                                Business Transfer

     A.  Envirometrics  and MMI shall agree  prior to the Closing  date upon the
text of. (I) a letter  substantially in the form attached hereto as Exhibit I to
be delivered by  Envirometrics  on its  letterhead  and in its envelopes to MMI.
Said letters from MMI shall be  addressed  to each of  Envirometrics'  customers
which purchase the Business Products  ("Customers"),  advising such Customers of
the  transfer  of the  Business  from  Envirometrics  to MMI;  and (ii) a letter
substantially  in the form  attached  hereto  as  Exhibit J to be  delivered  by
Envirometrics  on its  letterhead  and in its  envelopes to each  Envirometrics'
Materials Vendor.  Said letters shall advise each said vendor of the transfer of
the tooling and other equipment located at their places of business to MMI. Said
letters shall be mailed by MMI upon breaking of escrow.

     B. As soon as is  practicable,  but not more than  ninety  (90) days  after
payment of the  closing  proceeds  from  escrow,  MMI will  modify  all  product
components,  packaging,  labeling, labels, brochures and sales aides bearing the
Envirometrics  name or mark  by use of  stickers  or  other  appropriate  means,
provided, however: (i) that MMI may sell the assets purchased hereunder, and may
use the assets for production as is without making any modifications and without
being subject to the aforesaid time limitation  except to sticker the outside of
the boxes or packages in which such products, parts or components are contained;
and (ii) has the fight to produce parts from molds acquired without removing the
Envirometrics  mark and not more  than  one  hundred  eighty  (180)  days  after
Closing,  MMI shall  remove  the  Envirometrics  mark  from all  molds  obtained
pursuant to this Agreement.  In any event, all use of the Envirometrics  name or
mark by MMI shall cease one (1) year from the date funds are paid out of escrow.

     C. Neither MMI nor Envirometrics  shall issue any press release or make any
public  statement  regarding the terms of this Agreement  without the consent of
the other, which shall not be reasonably withheld,  except where a press release
or public statement is required by any law or regulation.

    D. Envirometrics warrants that the written  communications  described in
IV L. are sufficient to effect  compliance  with the Bulk Sales or Transfer laws
of the state of South Carolina and that no other act or activity is necessary as
a condition of such compliance.


                                       IX.
                          Indemnification and Insurance

     A. Envirometrics  shall release,  defend,  indemnify and hold harmless MMI,
its officers,  directors and  employees,  from and against all expenses,  costs,
liabilities and judgments (including  reasonable  attorneys' fees) arising from:
claims solely relating to Envirometrics'  operation of the Business,  including,
but not  limited to claims by  purchasers,  alleged  owners or users of Business
Products for bodily injury, death, physical or property damage,  infringement of
intellectual  property  rights  or loss of wages  assertedly  resulting  from an
alleged defect in such products  manufactured or sold by Envirometrics  prior to
the date of final  shipment of the 4,500 boxes  referred to in  III.A.,  supra,
and claims  resulting from or based upon any breach by  Envirometrics of any its
representations,  covenants, representations, warranties or agreements contained
in this Agreement.

     B. MMI shall release,  defend,  indemnify and hold harmless  Envirometrics,
its officers,  directors and employees, from claims solely relating to MMI's use
and/or placement of Envirometrics' name or mark on products  manufactured by MMI
after the  release of  escrow,  except to the extent  that  materials  furnished
and/or sold by Envirometrics to MMI constitute a basis of any claim.

     C. Envirometrics  shall maintain all existing products liability  insurance
for  the  benefit  of  both  itself  and  MMI,  for any  claims  arising  out of
Envirometrics  manufacture of product,  and shall provide MMI with certification
at Closing that said insurance remains in force.

     D.  Envirometrics  shall  continue  to  maintain  all of the  assets on its
property and casualty  insurance through the time when the same are shipped from
Charleston,  South  Carolina.  Envirometrics  shall  maintain  all  risk of loss
associated  with the  assets  until  all of the  same  come  into  the  physical
possession  of MMI, or its carrier.  Notwithstanding  anything to the  contrary,
Envirometrics  shall  continue  to  maintain  risk of loss  for the  consignment
inventory  (Exhibit  B) until the same is sold by MMI or  released  to MMI on or
after December 31,1998.

     E. In the event that any replacement claims are made by purchasers or users
of  Business  Products  resulting  from  an  alleged  defect  in  such  products
manufactured  or  sold by  Envirometrics,  MMI  shall  sell  Envirometrics  such
replacement products at a price of Twenty Per Cent (20%) over the MMI production
cost under terms of sale extended to MMI's best customers,  not to exceed $13.50
per box except to the extent that MMI has actual  production  costs in excess of
said amount.



                                       X.
                             Limitation of Liability

     Except as expressly stated in this Agreement, neither party shall be liable
to the other for special or consequential damages,  including but not limited to
lost profits, loss of goodwill,  loss of reputation,  impairment of other goods,
work stoppage or breach of other contract.


                                       XI.
                         Further Assurances and Actions

     Subject to the provisions of this Agreement, Envirometrics will execute all
documents and take all such further actions as MMI shall reasonably request, and
MMI will execute all documents and take all such other actions as  Envirometrics
may  reasonably  request,  prior to, at or after  the  Closing  date in order to
consummate the  transactions  provided  herein and to accomplish the purposes of
this Agreement.


                                      XII.
                                   No Brokers

     Envirometrics  represents  and  warrants  to MMI  and  MMI  represents  and
warrants to Envirometrics that all negotiations  relative to this Agreement have
been carried on by it or its representatives directly with the other without the
intervention of any person in their behalf and that no broker brought about this
Agreement on their behalf


                                      XIII.
                                 Non-Competition

     A.  Envirometrics  agrees  that,  for a period of three (3) years after the
Closing date, neither it nor any branch, division or subsidiary company, nor any
of its officers, executives,  managers, key employees,  directors, or engineers,
will,  directly or  indirectly,  engage in any business in the United  States or
Canada which is  substantially  the same as or materially  competitive  with the
Business.  For  purposes  of this  Section,  "Business"  means the  business  of
manufacturing,  marketing,  selling or distributing  products or components that
are used in the asbestos and/or lead air monitoring business.

     B. Envirometrics  recognizes and agrees (i) that is has been engaged in the
Business  throughout  the  United  States  and  Canada;  (ii) that the  covenant
contained  in this Article is of the essence of this  Agreement-  (iii) that the
covenant is  reasonable  and necessary to protect and preserve the interests and
properties  of MMI and the  Business;  (iv) that the covenant was not made under
duress; (v) that irreparable loss and damage will be suffered by MMI should
Envirometrics breach the covenant; (vi) that the covenant is separate,  distinct
and severable from the remaining  provisions of this  Agreement;  (vii) that, if
the covenant is found by a court of competent  jurisdiction  to be over broad in
any respect, Envirometrics desires that the covenant be amended by such court to
a reasonable  breadth;  (viii) that, in addition to other remedies  available to
it, MMI shall be entitled to both temporary and permanent injunctions to prevent
a breach or contemplated breach by Envirometrics of the covenant; and (ix) that,
if MMI incurs any costs or expenses  (including  reasonable  attorneys' fees) in
attempting  to enforce the covenant,  Envirometrics  agrees to reimburse to MMI,
and  indemnify  MMI  against,  any such  costs or  expenses  in the event MMI is
successful in such enforcement action or activities.


                 Conditions Precedent to Obligations of Parties

     A.  The  obligation  of  MMI to  purchase  the  assets  is  subject  to the
fulfillment  on or prior to the  Closing  date--or as of the time all funds come
out of escrow, as the case may be--of each of the following conditions:

     (1) Envirometrics  shall have complied in all material respects with all of
its agreements and covenants  contained herein to be performed as of the time of
Closing  and/or  as  of  the  time  of  breaking  of  Escrow,  and  all  of  the
representations  contained  herein  shall be true and  accurate in all  material
respects  on, as of, and after the  Closing  date with the same effect as though
made on and as of the Closing date.

(2) No order of any court or  governmental  regulatory  authority  of body which
restrains or prohibits the transactions  contemplated  hereby shall be in effect
on the  Closing  date or the date that funds are to come out of  escrow,  and no
suit,  proceeding,  or investigation by a governmental  agency or third party to
enjoin the transaction  contemplated hereby or seek damages or other relief as a
result  thereof  shall be pending or  threatened  as of the Closing  date or the
Escrow Date.

     B. The obligation of Envirometrics to execute and deliver the Bill of Sale,
attached hereto as Exhibit D, is subject to:

     MMI shall have complied in all material respects with all of its agreements
and covenants  contained herein to be performed as of the time of Closing and/or
as of the time of breaking of Escrow, and all of the  representations  contained
herein shall be true and accurate in all material  respects on, as of, and after
the  Closing  date with the same  effect as though made on and as of the Closing
date.

     No order of any court or  governmental  regulatory  authority of body which
restrains or prohibits the transactions  contemplated  hereby shall be in effect
on the  Closing  date or the date that funds are to come out of  escrow,  and no
suite, proceeding,  or investigation by an governmental agency or third party to
enjoin the transaction  contemplated hereby or seek damages or other relief as a
result thereof shall be pending or threatened as of the Closing date or the date
of release of funds from escrow.


                                       XV.
                                     Notices

     All notices,  requests,  demands or other communications hereunder shall be
in writing and shall be deemed to have been duly given if  delivered  or mailed,
by registered or certified mail, postage prepaid to the following addresses:

If to Envirometrics: Envirometrics Products Company
                     9229 University Boulevard
                     Charleston, SC 29406
                     Attn.: Walter H. "Skip" Elliott, III,
                     President and CEO

If to MMI:           Multi-Metrics, Inc.
                     c/o Richard H. Prince, President
                     P.0 Box 355
                     Marlborough, NH 03455-0355

     or at such  other  addresses  as each such  party may  furnish to the other
parties in writing.


                                      XVI.
                                  Choice of Law

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  state of New  Hampshire,  without  regard to its  conflicts  of law
principles.

                                      XVII.
                                Entire Agreement

     This instrument  constitutes the entire understanding between Envirometrics
and  MMI  with  respect  to  the  Business  and as  such  supersedes  all  prior
representations, agreements and understandings between them with respect to such
subject  matter.  This  Agreement  or any term  hereof may be  changed,  waived,
discharged  or  terminated  only in a writing  executed  by the duly  authorized
officers of Envirometrics  and MMI, which writing shall indemnify this Agreement
and shall express the plan or intention to modify, waive or terminate it.

IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement by their duly
authorized offices as of the date hereof

                                            ENVIROMETRICS PRODUCTS COMPANY
                                            By:      Walter H. "Skip" Elliott
                                            President and CEO
                                               MULTI-METRICS, INC.

                                                        By:
                                           Richard H. Prince, President




                       JOINDER OF ENVIROMETRICS, INC. AND
                   WALTER H. "SKIP" ELLIOTT, PRESIDENT AND CEO
                      OF ENVIROMETRICS PRODUCTS COMPANY AND
                  ENVIROMETRICS, INC. IN CERTAIN PROVISIONS OF
                            ASSET PURCHASE AGREEMENT

     In  consideration  of MMI's  willingness  to execute and proceed  under the
above Asset Purchase Agreement, Envirometrics, Inc. and Walter H. "Skip" Elliott
join in all of the  provisions of 13.A.  and 13.B. of the Agreement  relative to
noncompetition,  agreeing to be bound  thereby,  and further  agreeing  that MMI
shall have the same remedies for breach by Envirometrics,  Inc. and/or Walter H.
"Skip" Elliott of the provisions of 13.A. of the Agreement as provided in 13.B.

     Envirometrics,  Inc. and Elliott further agree that, at the request of MMI,
Elliott,  or his designee  possessing equal or greater knowledge,  shall come to
Keene, New Hampshire for the cumulative amount of five business days, consisting
of one to two days when all of the molds,  tooling,  6quipment  and other  fixed
assets are  transferred  to New  Hampshire  for the purpose of assisting  MMI in
setting up the same and conducting  initial training- an additional period of up
to two days  after  setup to  continue  training,  and a further  day to analyze
samples and  otherwise  assist in any final  training  and/or  quality  control.
Elliott (or his designee,  as above) shall be reasonably available to MMI within
the first two months after the equipment is  transferred,  including at the time
     of transfer. MMI shall pay all of Elliott's (or his designee's) travel and
lodging  expenses,  meals  and  customary  incidentals  within  48  hours  after
submission, but shall not be responsible for any salary or other costs.

     Envirometrics, Inc. further joins in the provisions of the contract calling
for  transfer of United  States  Patent No.  5,205,155  to MMI, and executes the
instruments of transfer pursuant to authority from its officers and directors.

                                        ENVIROMETRICS, INC.
                                        By:
                                        Walter H. Skip" Elliott  Duly Authorized
                                        Walter  H. "Skip" Elliott, Individually


                   EXHIBIT LIST TO ASSET PURCHASE AGREEMENT


Exhibit A         Asset List

Exhibit B         Consignment Inventory of Raw Materials, Finished Goods,
                  Packing and Supplies.

Exhibit C         Assignment  of U.S. Patent No. 5,205,155

Exhibit D         Bill of Sale

Exhibit E         Itemized, and Cost to MMI of, Envirometrics' Cassette Parts
                  Inventory

Exhibit F         Certified List of Creditors

Exhibit G         Schedule of Property

Exhibit H         Form Notice of Bulk Transfer to Creditors

Exhibit I         Customer Letter

Exhibit J         Materials Vendor Letter

Exhibit K         Letter from Precision


                                    EXHIBIT A


                                  ASSET LIST


TOOLING LIST

 1-16 cavity mold to produce the 25 mm Conductive Air Monitor Inlet
 I-1 6 cavity mold to produce the 25 mm Conductive Air Monitor Outlet
 I-1 6 cavity mold to produce the 25 mm Conductive Air Monitor Extension All
 available spares for the above molds and Q. C. go-no go gauge
 1-DNE Jiffy Ejector with spares for the above molds
 1-1O cavity mold to produce the Long Luer Plug
 Laminar flow hood with table(2)
 Pneumatic closing stations (2)
 Air compressor
 Hydraulic press with dies
 Heat tunnel with conveyor for the individual cassettes
 Back winding equipment with table
 Packaging box
 Heat tunnel for box of cassettes
 Mold - Bellmouth 25 mm inlet, 8 cavity
 Mold - Bellmouth 25 mm retainer, 8 cavity
 Mold - Bellmouth 25 mm outlet, 8 cavity
 Mold - Bellmouth 25 mm plug, 48 cavity

2. ASSEMBLY EQUIPMENT and MISCELLANEOUS

 I Static Eliminators
 4 Chairs
 Miscellaneous table lights
 Miscellaneous trays for parts
 All Totes
 I Rack with rollers for Totes
 Miscellaneous tables
 I Roll-around Cart
 I Labeling machine
 Any other tools, fixtures and equipment associated with the assembly process
  (including remaining Corning Costar equipment)

All available mold drawings (originals, if available)
All products drawings - copies only (originals if available)


                                    EXHIBIT B


                                   EXHIBIT B


                     CONSIGNMENT INVENTORY OF RAW MATERIALS,
                      FINISHED GOODS, PACKING AND SUPPLIES
                                   (ATTACHED)








(NOTE: Notwithstanding anything to the contrary, the counts on the attached list
may be modified by Envirometrics prior to shipment after the breaking of escrow,
with the final submitted counts to be confirmed by MMI upon receipt.)


                                   EXHIBIT C


                   ASSIGNMENT OF U.S. PATENT NO. 5,205,155


     WHEREAS,  Envirometrics,  Inc.  a  Delaware  corporation  with a place  of
business at 9229 University Blvd.,  Charleston,  SC 29406 (hereafter "Assignor")
hereby represents and warrants that it is the sole and exclusive owner of United
States Patent No.  5,205,155,  issued April 27, 1993,  entitled "Air  Monitoring
Cassette" by virtue of a written assignment from the named inventor,  Patrick H.
Cooper,  as recorded in the  assignment  Branch of the United  States Patent and
Trademark Office; and

     WHEREAS,  Multi-Metrics,  Inc. a New Hampshire  corporation with a place of
business at 69 Island Street, Keene, New Hampshire 03431 (hereafter  "Assignee")
is desirous of acquiring the entire and exclusive  right,  title and interest in
and to said U.S. Patent No. 5,205,155;

     NOW, THEREFORE,  for good and valuable  consideration,  receipt of which is
hereby acknowledged by Assignor,  Assignor hereby assigns, transfers and conveys
to Assignee all of Assignor's right,  title and interest  throughout the world
and to the U.S. Patent No.  5,205,155 and to all inventions  described  therein,
and all corresponding  Letters Patent,  whether U.S. or foreign, that are or may
be   granted   therefrom,   including   without   limitation   any   extensions,
continuations, continuations-in-part,  divisions, reissues and renewals thereof,
or other equivalents thereof

     IN  TESTIN0NY  WHEREOF,  the  undersigned  authorized   representative  of
Assignor has hereunto signed his name this 28th day of April, 1997.

                                                ENVIROMETRICS, INC.

                                              By: Walter Elliott III

                                                    Print Name:

                                                       Its:



                                   EXHIBIT D


                                 BILL OF SALE

     FOR  VALUE  RECEIVED,  ENVIROMETRICS  PRODUCTS  COMPANY,  a South  Carolina
corporation  (hereinafter  called  "Seller")  has  bargained,   sold,  conveyed,
assigned and delivered  unto  MULTI-METRICS,  INC., a New Hampshire  corporation
(hereinafter  called  "Purchaser"),  pursuant  to an  Asset  Purchase  Agreement
between the parties dated April 28, 1997 (the  "Agreement"),  all of the assets,
rights and properties  listed and described in Exhibits A and B, attached hereto
and  expressly   incorporated  herein  by  reference   (hereinafter  called  the
"Assets").

     TO HAVE AND TO HOLD all and singular the  above-described  Assets,  and all
title thereto and interest therein, unto Purchaser,  its successors and assigns,
to its own use and behoove forever.

     Seller warrants and represents to, and covenants and agrees with, Purchaser
that Seller is the lawful owner of all of said Assets; that Seller has the right
to sell, convey,  assign and deliver the same unto Purchaser as herein provided;
that Seller has taken no action that would give any party or entity any right or
interest in the Assets;  that the  purchase  price for the Assets has been fully
paid- that there are no liens or encumbrances  whatsoever  affecting the Assets;
and that Seller  will  forever  warrant and defend  title to the Assets unto the
Purchaser, its successors and assigns.

     The  undersigned  represents  and warrants  that he has all  necessary  and
requisite  power and  authority  to execute the within Bill of Sale on behalf of
Seller.

IN  WITNESS  WHEREOF,  Seller  has set its hand and seal this 28th day of April,
1997.
 ENVIROMETRICS PRODUCTS COMPANY
 By: Walter H. "Skip" Elliott, III
 STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON

     Subscribed and sworn to before me this 28th day of April, 1997 by Walter H.
"Skip  Elliott,  III as the  voluntary  act and deed of  Envirometrics  Products
Company, duly authorized.


                                            Notary Public

                                            My Commission Expires:



                                    EXHIBIT A
                                (To Bill of Sale)
                                   ASSET LIST
TOOLING LIST
 1-   1 6 cavity mold to produce the 25 mm Conductive Air Monitor Inlet
 1-   1 6 cavity mold to produce the 25 mm Conductive Air Monitor Outlet
 1-   1 6 cavity mold to produce the 25 mm Conductive Air Monitor Extension
      All available spares for the above molds and Q.C. go-no go gauge
 1-DME Jiffy Ejector with spares for the above molds
 1-10 cavity mold to produce the Long Luer Plug
 Laminar flow hood with table (2)
 Pneumatic closing stations (2)
 Air compressor
 Hydraulic press with dies
 Heat tunnel with conveyor for the individual cassettes
 Back winding equipment with table
 Packaging box
 Heat tunnel for box of cassettes
 Mold - Bellmouth 25 mm inlet, 8 cavity
 Mold - Bellmouth 25 mm retainer, 8 cavity
 Mold - Bellmouth 25 mm outlet, 8 cavity
 Mold - Bellmouth 25 mm plug, 48 cavity


ASSEMBLY EQUIPMENT and MISCELLANEOUS

 1-Static Eliminators
 4-Chairs
 Miscellaneous table lights
 Miscellaneous trays for parts
 All Totes
 1-Rack with rollers for Totes
 Miscellaneous tables
 1-Roll-around Cart
 1-Label' machine
 Any other tools, fixtures and equipment associated with the assembly process
(including remaining Corning Costar equipment)

All available mold drawings (originals, if available)
All products drawings - copies only (originals if available)


                             Exhibit A - continued


All price lists,  materials  vendors lists and costs, all literature and related
materials for the Business,  and the  comprehensive  and complete customer lists
for the  Business,  showing  both  active and  inactive  accounts,  aging  trade
receivables, and order and payment history for all accounts.

All of  Envirometrics'  other assets of whatever  nature and wherever  situated,
including,  but not limited to, books and  records,  prints,  engineering  data,
process  information  records,  including  operating  instructions  and  process
sheets,  bills of material,  and mold  drawings,  solely related to the Business
together with all patents, copyrights,  trademarks,  service marks and any other
intellectual  property rights associated with the records and drawings,  and all
other  assets,  tangible  or  intangible,  used  in or  for  the  manufacturing,
development, sales, and administrative operations of the Business.



                            EXHIBIT B TO BILL OF SALE
                 ITEMIZED LIST AND COST TO MMI OF ENVIROMETRICS'
                            CASSETTE PARTS INVENTORY


                                 (SEE ATTACHED)



(Note: Notwithstanding anything to the contrary, the counts on the attached list
may be modified by Envirometrics prior to shipment after the breaking of escrow,
with the final submitted  counts to be confirmed by MMI upon receipt.  MMI shall
only be responsible to pay Envirometrics for portions of the attached  inventory
either used to manufacture  cassettes shipped to MMI or otherwise transferred to
MMI pursuant to  III B of the Agreement-)


25mm BellMouth Cassettes

                                On-hand           Purchased     Extended
     Description               Quantity            Price         Cost
      Cassette Boxes                               0.35
    separators                                    0.209
    Filter Material                                9.27                -
    Inlet                         5,389           0,039           210.17
    outlet                       41,000           0-033         1,353.00
    Retainer                     12,389           0,039           483.17
    Red Plug                                      0,009
    Blue Plug                                     0-009
    Labels 0.8 & 0.45            27,459           0,049         1,345.49
    Support Pads                                   1.23
    Warranty Sheets                               0.04
    Vinyl White Bands                           0.00264
    Vinyl Red Bands                             0.00264
    Case Boxes                                     0.82
    Box Labels                                    0.008
    Case Box Label                                0.008




5mm Standard Cassettes

                                          On-hand       Purchase        Extended
             Description                 Quantity          Price            Cost
             Cassette Boxes                   675           0.35          236.25
             Seperators                    24,295          0.209        5,OT7.65
             Filter Material                    0           9.27
             Inlet                        217,152          0.022        4,777.34
             Outlet                       221,780         0.-023        5,100.94
             Cowl                         188,652          0.074        13,96025
             Red Plug                     191,000          0.009        1,719.00
             Blue Plug                    214,112          0.009        1,927.01
             Labels                        18,400          0,049          901.60
             Support Pads                     335           1.93          648.48
             Warranty Sheets              30,416           0.04        1,218.64
             Vinyl White Bands           156,000        0.00264          411.54
             Vinyl Red Bands               22,000        0.00254           58-08
             Case Boxes                       750           0.82          615.00
             B ox Labels                    1,000          0.008            8.00
             Case Box Label                   100          0.008            0.80







                                    EXHIBIT E



                 ITEMIZED LIST AND COST TO MMI OF ENVIROMETRICS'
                            CASSETTE PARTS INVENTORY


                                 (SEE ATTACHED)


(NOTE: Notwithstanding anything to the contrary, the counts on the attached list
may be modified by Envirometrics prior to shipment after the breaking of escrow,
with the final submitted  counts to be confirmed by MMI upon receipt.  MMI shall
only be responsible to pay Envirometrics for portions of the attached  inventory
either used to manufacture  cassettes shipped to MMI or otherwise transferred to
MMI pursuant to III B of the Agreement.)


Final Revised Exhibit E Continued
  25mm BellMouth Cassettes

                              On-hand          Purchase         Extended
Description                  Quantity           Price $           Cost $
Cassette Boxes                                     0.35
Separators                                        0.209
Filter Material                                    9.27                -
Inlet                           5,389             0.039              210.17
Outlet                         41,000             0.033            1,353.00
Retainer                       12,389             0.039              483.17
Red Plug                                          0.009
Blue Plug                                         0.009                -
Labels 0.8 & 0.45              25,156             0.049            1,232.64
Support Pads                                       1.93
Warranty Sheets                                    0.04
Vinyl White Bands                               0.00264
Vinyl Red Bands                                 0.00264
Case Boxes                                         0.82
Box Labels                                        0.008
Case Box Label                                    0.008

                                                                   3,278.99


                       Agreed to:


                       By: Walter H. "Skip" Elliott, III
                       For Envirometrics Products Company

                       By-. Richard H. Prince
                       For Multi-Metrics, Inc.

                       Date



Final Revised Exhibit E to Asset Purchase Agreement
25mm Standard Cassettes
29-May-97
                             To Build          Purchase         Extended
Description                4060 Boxes           Price $           Cost $
Cassette Boxes                    175              0.35            61.25
Separators                      4,060             0.209           848.54
Filter Material                     0              9.27
Inlet                         203,000             0.022         4,466.00
Outlet                        203,000             0.023         4,669.00
Cowl                          203,000             0.074        15,022.00
Red Plug                      203,000             0.009         1,827.00
Blue Plug                     203,000             0.009         1,827.00
Labels                         20,300             0.049           994.70
Support Pads                      262              1.93           505.66
Warranty Sheets                 4,060              0.04           162.40
Vinyl White Bands             131,000           0.00264           345.84
Vinyl Red Bands                22,000           0.00264            58.08
Case Boxes                        406              0.82           332.92
Box Labels                      4,060             0.008            32.48
Case Box Label                    406             0.008             3.25

                                                               31,156.12

Filter material used to build 500 boxes for EPC                 (877.50)

                                                               30,278.62

                  Agreed to:

                       By: Walter H. Elliott, III
                       For Envirometrics Products Company



                       By:   Richard H. Prince
                       For Multi-Metrics, Inc.


                       Date:





Final Revised Exhibit E
to Asset Purchase Agreement
25mm Standard Cassettes

                                On-hand        Purchase         Extended
Description                    Quantity         Price $           Cost $
Cassette Boxes                        0            0.35
Separators                       19,735           0.209         4,124.62
Filter Material                       0            9.27
Inlet                           112,740           0.022         2,480.28
Outlet                           93,000           0.023         2,139.00
Cowl                             73,850           0.074         5,464.90
Red Plug                         66,350           0.009           597.15
Blue Plug                       149,840           0.009         1,348.56
Labels                                0           0.049
Support Pads                          0            1.93                -
Warranty Sheets                  26,356            0.04         1,054.24
Vinyl White Bands                     0         0.00264                -
Vinyl Red Bands                  22,000         0.00264            58.08
Case Boxes                          302            0.82           247.64
Box Labels                            0           0.008
Case Box Label                        0           0.008

                                                               17,514.47



Agreed    to:


By: Walter H. "Skip" Elliott, III
For Envirometrics Products Company


By:   Richard H. Prince
For Multi-Metrics, Inc.

Date:


                                    EXHIBIT F


                          CERTIFIED LIST OF CREDITORS

     Envirometrics  Products Company now  manufactures and sells  Environrnental
Air Monitoring  Products from a principal  place of business at 9229  University
Boulevard,  Charleston,  South Carolina 29406, and has entered into an Agreement
dated April 28, 1997 to sell certain assets  related to manufacture  and sale of
its  asbestos  and lead air  monitoring  products to Multi-Metrics,  Inc. a New
Hampshire Corporation.

     Envirometrics Products Company, by its President, Walter H. "Skip" Elliott,
III, duly authorized,  represents that attached hereto are one list of the names
of all of its creditors with the amount due and owing to each, if known (and the
nature of the product, services, claim, etc.) and a second list of the addresses
of all said creditors.

Dated at Charleston, South Carolina this 28th day of April, 1997
ENVIROMETRICS PRODUCTS COMPANY
By:
         Walter H. "Skip" Elliott, III
         Duly Authorized
STATE OF SOUTH CAROLINA
CHARLESTON, SC.

     Walter H. "Skip" Elliott,  III, being duly sworn,  deposes and says that he
is the President of  Envirometrics  Products  Company and is duly  authorized to
make all of the  representations  contained  in this  Affidavit  and the list of
creditors  to which  it  attaches;  that  the  attached  lists  include  a full,
accurate,  and complete  list of all the names and addresses of the creditors of
Envirometrics Products Company and, if listed, of its indebtedness to each; that
the  foregoing  statement  includes a full,  accurate,  and complete list of all
persons now  known to the despondent  to  assert  claims  against  Envirometrics
Products  Company even though such claims are  disputed;  and that the foregoing
statement is intended to be delivered to Multi-Metrics,  Inc. in accordance with
request made under Section 6-104 of the South Carolina   U

                          Walter H. "Skip" Elliott, III
Sworn to before me this 28th day of April, 1997


Notary Public