TABLE OF CONTENTS

CONSULTING AGREEMENT                           2

EXHIBIT A.1                                    6
Fee Schedule

EXHIBIT B.1                                    7
Laboratory Services

EXHIBIT B.2                                    9
Consulting Services

EXHIBIT C.1                                   10
List of Equipment



                              CONSULTING AGREEMENT

THIS CONSULTING  AGREEMENT (the  "Agreement") is made and entered into this 28th
day of May, 1998, by and between AZIMUTH  Incorporated,  a corporation organized
and  existing  under the laws of the state of South  Carolina  ("AZIMUTH"),  and
PATRICK H. COOPER ("PATRICK H. COOPER").

                                   WITNESSETH:

WHEREAS,  AZIMUTH is in the business of providing industrial  hygiene/safety and
health consulting services to industry, property owners and hospitals; and

WHEREAS,  PATRICK H. COOPER  desires to sell his services for asbestos  analysis
and consulting to AZIMUTH

WHEREAS,  AZIMUTH  desires to engage  PATRICK H. COOPER in  connection  with his
asbestos and consulting services; and

WHEREAS,  PATRICK H. COOPER and AZIMUTH  desire to enter into this  agreement on
the terms and conditions hereof;

NOW, THEREFORE, the parties hereto do hereby agree as follows:

1.  Definitions.  As used in this Agreement,  the following terms shall have the
meanings ascribed to them in this Section.

(a)  "Services"  means  those  services  to be  rendered by PATRICK H. COOPER to
AZIMUTH pursuant to this Agreement as described more particularly in Exhibit B.1
and B.2 attached hereto and expressly made a part hereof.

2.  Engagement.  AZIMUTH hereby engages PATRICK H. COOPER to render the services
described below subject to the terms hereof,  and PATRICK H. COOPER accepts such
engagement subject to the terms and conditions hereof:

(a) Other  Consulting  Services.  PATRICK H. COOPER shall render  consulting and
other industrial hygiene services to AZIMUTH as requested.

(b) Rate  Schedule.  The rates  shown in Exhibit A.1 are the agreed upon fee for
service and may not be changed during the term of this agreement  unless made in
writing and mutually agreed by both parties.




3. Termination.

(a) The  Services to be rendered by PATRICK H. COOPER and  pursuant to Section 2
hereof shall be rendered for one year from May 28th, 1998 (the "Initial  Term");
provided, however, at the expiration of such Initial Term, this Agreement may be
renewed for separate and successive one-year terms.

(b) Termination. This Agreement may be terminated in the following manner:

(i) By either party upon no fewer than thirty (30) days prior written  notice to
the other party.

4. Covenants and Duties of PATRICK H. COOPER. During the Term of this Agreement,
PATRICK  H.  COOPER  shall  perform  and  observe  the   following   duties  and
obligations:

(a)  Rendering  of  Services.  PATRICK H. COOPER  shall  perform the services in
accordance  with terms  hereof.  PATRICK H. COOPER  shall  comply fully with the
specifications set forth in Exhibit B.1 and B.2 hereto.

(b) Authority and Consent. PATRICK H. COOPER represents and warrants that he has
all necessary  authority  and power to enter into this  Agreement and to perform
its obligations hereunder.

(c) Materials.  Any and all materials and equipment used by PATRICK H. COOPER in
performing  the Services  shall be of a quality that is standard in the industry
of which  PATRICK H. COOPER is a part and shall be provided by PATRICK H. COOPER
at his sole cost and expense  except for those  listed in Exhibit C.1 and unless
otherwise agreed herein or between the parties.  The equipment listed in Exhibit
C.1,  shall,  at all times,  remain the sole and exclusive  property of AZIMUTH.
Upon termination of this agreement by either party PATRICK H. COOPER must return
all equipment listed in Exhibit C.1.

5. Covenants and Duties of AZIMUTH.  During the term of this Agreement,  AZIMUTH
shall perform and observe the following duties and obligations:

(a)  Payment.  AZIMUTH  shall pay to PATRICK H.  COOPER  for  services  rendered
according to Exhibit B.1and B.2 and at the rates shown in Exhibit A.1.

(b)  Authority  and Consent.  AZIMUTH  represents  and warrants  that it has all
necessary  power and  authority to execute and enter into this  Agreement and to
perform its obligations  hereunder.  No further  authorizations  or consents are
necessary to the effectiveness of this Agreement.

6.  Confidentiality.  Any and all trade  secrets,  confidential  information  or
proprietary  information  of AZIMUTH which is learned by or disclosed to PATRICK
H.  COOPER  during  the term of this  Agreement  shall be kept  confidential  by
PATRICK H. COOPER at all times and shall not be  disclosed to any third party or
used to PATRICK H. COOPER's  advantage or the advantage of any of its affiliates
without  the prior  written  consent of AZIMUTH to such use or  disclosure.  The
parties  agree  that  the  contents  of  Exhibit   B.1and  B.2,  shall  be  kept
confidential at all times.

7.  Warranty.  PATRICK  H.  COOPER  warrants  only  that the  Services  shall be
performed  according  to the  terms of this  Agreement,  as may be  modified  in
writing between the parties from time to time.

9. Indemnification.

(a) PATRICK H. COOPER shall hold free and harmless and indemnify AZIMUTH and its
associates,  servants  and  employees  from and  against  any  loss,  liability,
penalty,  damage,  expense, and cost, including reasonable attorney's fees, only
to the  extent  the same is  caused by the  negligent,  intentional  or  willful
misconduct  of PATRICK  H.  COOPER,  arising  out of or in  connection  with the
performance of, or the failure to perform,  the Services pursuant to the express
terms of this Agreement.  With respect to the foregoing,  AZIMUTH shall have the
right to participate in the defense of, or at its option,  to assume the defense
of, any action, suit, proceeding,  demand, assessment of judgment brought by any
party  against  AZIMUTH.  In the event AZIMUTH  assumes the defense,  PATRICK H.
COOPER shall have the right to participate in the defense.

(b) AZIMUTH  shall hold free and harmless and  indemnify  PATRICK H. COOPER from
and against any loss, liability,  penalty,  damage, expense, and cost, including
reasonable  attorney's fees, only to the extent the same is caused by negligent,
intentional  or  willful  misconduct  of  AZIMUTH,   its  officers,   directors,
employees,  or servants arising out of or in connection with the performance of,
or the  failure to perform,  the  Covenants  and Duties  pursuant to the express
terms of this Agreement. With respect to the foregoing,  PATRICK H. COOPER shall
have the right to participate in the defense of, or at his option, to assume the
defense of, any action, suit, proceeding, demand, assessment of judgment brought
by any party against  PATRICK H. COOPER.  In the event PATRICK H. COOPER assumes
the defense, AZIMUTH shall have the right to participate in the defense.

10.  Partial  Invalidity.  If any term or  provision  of this  Agreement  or the
application  thereof  to any person or  circumstances  shall to any  extent,  be
invalid or unenforceable, the remainder of this Agreement, if the application of
such term or provision  to persons  whose  circumstances  other than those as to
which it is held invalid or unenforceable, shall not be affected thereby.

11. Applicable Laws. This Agreement shall be governed by and construed under the
laws of the State of South Carolina.

12. Entire Agreement.  This Agreement  represents the entire agreement among the
parties  hereto,  and  neither  AZIMUTH  nor  PATRICK  H.  COOPER  or any  agent
representing  either of them,  has made any  statement,  promise  or  agreement,
verbally or  otherwise,  in  addition  to or in conflict  with the terms of this
Agreement.  This  agreement  supercedes  any  other  agreement  written  or oral
existing between Azimuth or its parent,  Envirometics,  Incorporated and PATRICK
H. COOPER.

13. Captions.  The paragraph  captions used in this Agreement have been inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope or intent of this Agreement.

14.  Modifications.  This Agreement may not be modified  orally,  but only by an
agreement  in writing and signed by the party  against whom  enforcement  or any
waiver, change, modification or discharge is sought.

15. Successors and Assigns. This Agreement is binding between the parties hereto
and their respective heirs, personal representatives, successors and assigns.

16. Independent  Contractor.  PATRICK H. COOPER is an independent  contractor of
AZIMUTH hereunder, and nothing contained herein shall be construed to imply that
PATRICK H.  COOPER is an  employee  of, or a joint  venturer  or  partner  with,
AZIMUTH. Accordingly, no taxes, FICA or FUTA shall be withheld from sums payable
to PATRICK H. COOPER hereunder.

17.  Notices.  All  notices  and  other  communications  which are  required  or
permitted  hereunder shall be in writing and shall be sufficient if delivered by
hand or mailed by first-class mail, postage prepaid,  to the addresses set forth
below or to such other address as the parties shall specify by notice in writing
to the other party.  All such notices and  communications  made by mail shall be
deemed to have been  received  on the date of  actual  delivery  or on the fifth
(5th) business day after the mailing thereof, whichever is earlier:


                                    AZIMUTH:

                                  AZIMUTH Inc.
                            9229 University Boulevard
                              Charleston, SC 29406
                            Attn: Richard D. Bennett




                               PATRICK H. COOPER:
                                4961 Edge Avenue
                           North Charleston, SC 29405


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.

                                                     AZIMUTH Incorporated

                                       By:
Witness:                               Its:
                                                  PATRICK H. COOPER

                                      By:
Witness:                              Its:




                                   Exhibit A.1

                                  Fee Schedule

                                   Laboratory

Invoices from PATRICK H. COOPER to Azimuth Laboratories must be turned in to the
laboratory manager for approval.

Fees paid to  PATRICK  H.  COOPER  for  asbestos  analysis  (PLM and PCM) are as
follows:


Sample Analysis Turnaround Time:    Rate:
Weekend Sample Analysis             50 for the first sample and 50% of Azimuth's
                                    price to the customer for subsequent samples
Emergency Sample                    50% of Azimuth's price to the customer
Same Day                            50% of Azimuth's price to the customer
24 Hour                             50% of Azimuth's price to the customers
48 Hour                             $3.50
Routine                             $3.50
QA/QC samples                       no charge


                                   Consulting

Invoices  to  Azimuth,  Inc.  from  PATRICK H.  COOPER  must be turned in to the
marketing manager for approval.

PATRICK H.  COOPER will be paid a fee that is equal to 50% of the portion of the
consulting  invoice that  includes his  professional  rate for the job, , travel
time and expenses,  and report time,  provided that he writes the report.  Other
consulting  fees  including  other  professional  rates,   administrative  time,
equipment fees,  sample  analysis,  CIH and IH review and report writing will be
wholly paid to Azimuth, Incorporated.

                         Terms and Conditions of Payment

Payments  will be made to PATRICK H. COOPER 45 days after receipt of invoice for
laboratory  services  only, and fifteen days after payment by the AZIMUTH client
for  consulting  services  and  laboratory  services  which  were a part  of the
consulting invoice.

                                  Exhibit B.1

                               Laboratory Services

Azimuth,  Laboratories  will provide  PATRICK H. COOPER with a pager in order to
contact  him  regarding  sample  expedition.  PATRICK H.  COOPER  will submit an
availability  schedule to Azimuth's laboratory manager on Monday morning of each
week.

All  asbestos  samples  received by Azimuth  Incorporated  will be logged in and
PATRICK H. COOPER will be notified daily that samples are requiring analysis. If
there  are no  samples  on a  given  day  then  Azimuth's  lab  manager  will be
responsible for calling PATRICK H. COOPER and informing him of this. All samples
turned over to PATRICK H. COOPER will include  appropriately  labeled and signed
Chain of Custody  forms as well as Azimuth  Laboratories  job number,  COMPLETED
Bulk Asbestos Analysis Form and/or PCM Air Sample Analysis Report, and signature
pages.  Asbestos  samples and results  submitted  to PATRICK H. COOPER  shall be
returned to Azimuth  Laboratories based upon turnaround times.  Requirements are
as follows:

Emergency  and Weekend  Sample  Analysis-  PATRICK H. COOPER will be notified by
phone and page  within one hour of  receipt of samples to Azimuth  Laboratories.
Samples,   results,   and  Chain  of  Custodies  must  be  returned  to  Azimuth
Laboratories  by PATRICK H. COOPER  directly upon completion of the analysis for
emergency  samples and results will be called in verbally or returned to Azimuth
Laboratories  on  Monday  morning  by 8:15  a.m.,  depending  on the  customer's
request, for weekend sample analysis

Same Day - PATRICK H.  COOPER  will be notified by phone or page within one hour
of receipt of samples to Azimuth  Laboratories.  Samples,  results, and Chain of
Custodies must be returned to Azimuth Laboratories by PATRICK H. COOPER no later
than three hours before results are due back to the client.

24 Hour - PATRICK H. COOPER  will be notified  via phone or page by 2:00 p.m. on
the day of receipt of samples to Azimuth  Laboratories.  Samples,  results,  and
Chain of Custodies must be returned to Azimuth Laboratories by PATRICK H. COOPER
no later than three hours before results are due back to the client.

48 Hour and Routine - PATRICK H.  COOPER  will be notified  via phone or page on
the day of receipt of the samples. Samples, results, and Chain of Custodies must
be  returned  to Azimuth  Laboratories  by PATRICK H. COOPER no later than three
hours before results are due back to the client.

Samples  must be  returned  with  appropriately  labeled  Chain of  Custody  and
Asbestos  and Fiber  Analysis  description  sheet signed and dated by PATRICK H.
COOPER.  See the end of this  section for  examples of the PLM and PCM  analysis
sheets.

Archives - Samples must be returned to Azimuth  Laboratories  upon completion of
analysis. No samples may be stored off of Azimuth, Incorporated's premises.

QC  Requirements - Azimuth's QA/QC Manager will pull 10 % of the monthly air and
bulk  asbestos  samples  and  resubmit  to PATRICK H.  COOPER as blind  samples.
Additionally,  proficiency will be tested by the AIHA PAT program for air sample
analysis,  by participation in a round robin laboratory  program for bulk sample
analysis, and by random submittal of samples to an independent lab for analysis.

                                   EXHIBIT B.2

                               Consulting Services

Azimuth, Inc. consulting services will contract PATRICK H. COOPER for assistance
on various asbestos and industrial  hygiene projects.  When PATRICK H. COOPER is
used by Azimuth, Inc. for consulting,  PATRICK H. COOPER will be responsible for
notifying  Azimuth  Laboratories'  lab manager  verbally and by the availability
schedule that he must turn into the  laboratory on Monday  mornings.  PATRICK H.
COOPER  is also  responsible  for  responding  to pages  sent by the  consulting
department. See ExihibitA.1 for the fee schedule. .

                                  Exhibit C.1

                                List of Equipment

-------------------------------------------------- -------------------
Inventory:                                               Number:
-------------------------------------------------- -------------------
Laboratory Hood                                               1
Blower & Filter                                               1
OLY Microscope #10001                                         1
Light                                                         1
TLZ
BH-# 221814                                                   1
CH2-# 100882                                                  1
3-Stage Counter                                               1
Slides/Coverslip                                          Misc.
Quick Fix                                                     1
Desk Lamp (green)                                             1