December 16,1996

                                 LEASE AGREEMENT

     Lease  Agreement  (this "Lease") made this 17th day of December 1996 by and
between  James W. Miller,  M.D.  (hereinafter  referred to as  "Landlord");  and
Envirometrics,  Inc.,  Envirometrics  Products Company and Azimuth Incorporated,
jointly and severally (hereinafter referred to collectively as "Tenant").

     WHEREAS  the  parties  are  desirous  of  entering  into  this  Lease;

     NOW THEREFORE, it is agreed:

     1. PREMISES

     The  Landlord  does hereby lease unto the Tenant and the Tenant does hereby
lease from the Landlord, upon the terms and conditions set forth herein the real
estate more specifically described as 9229 University Boulevard, Unit F-2, North
Charleston,  South  Carolina,  containing  6,694 square feet (TMS # __________),
which is hereinafter referred to in Agreement as the 'Premises" or "Property".

     2. TERM

     The Tenant is to have and to hold the Premises  above  described for a term
of five (5)  years,  with said term  commencing  December  1, 1996 and ending at
midnight December 2001 (the "Initial Term"), subject to extension and renewal as
provided in paragraph 3 below.

     3. OPTION TO RENEW

     So long as the 'tenant is not in default under the terms of this Lease, the
Tenant shall I have an option to extend the term of this Lease for an additional
five (5) years  subsequent to the Initial Term (the "Extended Term"; the Initial
Term and the Extended Term being collectively the "Term of this Lease").  If the
Tenant exercises this renewal option, then the rent established for the Premises
as provided in paragraph 4 below ("Rent") shall be increased to reflect the then
current  fair  market  rental  rate  for the  Premises.  Except  for  this  Rent
adjustment,  if the  Tenant  exercises  the  renewal  option,  it shall hold the
Premises  during the Extended Term upon the terms,  covenants and conditions set
forth in this Lease. 'The Landlord shall, not less than four (4) months prior to
the expiration of the Initial Term,  notify the Tenant what rental rate Landlord
believes to be the fair market rental rate for space comparable to the Premises,
taking into consideration location,  amenities, etc. If the parties,  bargaining
in good faith,  are unable to agree upon Rent for the Extended Term prior to the
expiration of the Initial Term,  the  'tenant's  exercise of its renewal  option
shall be deemed to be revoked and this Lease shall  terminate upon expiration of
the Initial Term.

    4. RENT

     The rent for the Premises ("Rent") during,  the Initial Term shall be $9.90
per square foot per Lease year ($66,  271.00 per Lease year,  or $331,380  total
Rent  for the  Initial  Term).  The  Rent  shall  be paid  in 60  equal  monthly
installments,  each in the amount of $5,523-00.  The first month's Rent shall be
paid on or before  October 31, 1996, and each  subsequent  month's Rent shall be
due on the first day of each month during the term hereof.  In addition to Rent,
Tenant is responsible for the payment of all condominium regime fees assessed by
the Condominium Association.

     5. ABSOLUTE NET LEASE

     This Lease shall be deemed and  construed to be an absolute net Lease,  and
during  the  Lease  Term,   Tenant  shall  pay  Rent  free  of  all  deductions,
diminutions,  or set-offs of any kind and without abatement for casualty,  loss,
damages,  condemnation or any reason  whatsoever.  For purposes of this section,
the parties  acknowledge  and agree that  in-addition  to Rent  Tenant  shall be
responsible, without limitation, for real estate-taxes, as provided in Paragraph
11 below,  personal property taxes on all personalty owned by Tenant,  insurance
costs, as provided in Paragraph 13 below, sewer and utility charges, maintenance
of the Premises.

     6. LATE FEES

     Rent  payments  are due on the first of every month during the term of this
Lease.  If payments are not  received by 5:OOPM on the 10th day of any month,  a
5.00% late fee will be added to the monthly Rent  installment  due in respect of
such month.

     7. DEPOSIT

     Concurrently  with the execution and delivery of this Lease,  the Tenant is
depositing in Landlord's special  Segregated account (the "Segregated  Account")
at Signet Bank (the "Bank") the sum of $16,569,  equal to three months' Rent, as
a security  deposit against Tenant's timely payment of Rent-  Concurrently  with
the  discharge of the  Guarantors of Tenant's  obligations  under this Lease (as
provided in the Guarantee set forth at the end of this Lease,  which  Guarantors
have  executed),  the  Tenant  shall  deposit  an  additional  $16,569  into the
Segregated  Account.  Landlord  shall not  commingle  moneys on  deposit  in the
Segregated  Account (the "Deposit") with any other funds. The Segregated Account
shall bear interest at the Bank's advertised  interest rate for savings accounts
as in effect  from time to time,  and all  interest  earned  on  fund!-,  in the
Segregated Account shall be used by Landlord as provided in Paragraph 20(b) with
respect to defaults in Rent, and to the extent not so used, shall be paid to the
Tenant  together  with all other moneys  remaining on deposit in the  Segregated
Account upon the expiration or termination of this Lease. Landlord may apply the
Deposit against unpaid Rent as provided in Paragraph 20(b) below.

    8. NOTICE

     Any and all notices or other communications  provided for in this Agreement
shall be in writing,  shall be signed by the party  giving the same and shall be
delivered  personally,  or mailed, by certified mail, return receipt  requested,
postage prepaid,  addressed to the party to whom such  communication is directed
as herein  below  provided.  Notice  shall be  deemed  to be given and  received
hereunder  on the date of delivery if  personally  delivered  and on the date of
mailing if mailed as  aforesaid.  Any party may change his or its address at any
time by giving the other party notice thereof. Such notice shall be addressed as
follows:

If to Landlord:
Family Practice Specialists of Richmond
Attn: James W.Miller, MD
1447 Johnston-Willis Drive
Richmond, VA 23235

If to Tenant: Envirometrics, Inc.
Attn: Richard Bennett, President
9229 University Boulevard
North Charleston, SC 29406

If to Leasing:
Beard Development Corporation
Representative: Attn: John R. Beard
1076 Thomas Jefferson Street, NW
Washington, DC 20007

     9. USE

     The  Tenant  will  not use the  Premises  or any  part  thereof  for () any
purposes other than for administrative  and sales offices,  and for occupational
and environmental  health  consultative  offices and  laboratories,  without the
Landlord's prior written consent, which shall not be unreasonably withheld.

     10. UTILITIES

     Tenant shall pay for all  utilities  used or consumed in or at the Premises
including,  but not limited to electricity,  gas, water, sewer and telephones as
well as any solid  waste user fees or other  user fees that may be imposed  from
time to Lime.

     11. TAXES

     Tenant shall be  responsible  for and shall  reimburse the Landlord for any
and all real estate taxes and assessments levied on the Premises during the Term
of this Lease.  Upon receipt by the Landlord of bills for taxes or  assessments,
the Landlord  shall  forward such bills to the Tenant  Payment  shall be made by
Tenant to Landlord no later than thirty (30) days following the date on which

the Landlord  delivered a bill to the Tenant.  If the initial year or final year
of the Lease term fails to coincide  with a tax year,  then the Tenant shall pay
its pro rata share for the Lime Tenant  occupies the Premises  under this Lease.
In  addition,  Tenant  shall  at all  times  during  the  term of this  Lease be
responsible for and shall pay before  delinquency all municipal,  county,  state
and  federal  taxes  assessed  against  its  leasehold  interest  or  any of its
fixtures,  equipment, stock and trade or any other personal property of any kind
installed or used in or on the premises.

     12. REPAIR,  MAINTENANCE AND SERVICE  RESPONSIBILITIES;  ALTERATIONS OF THE
PREMISES

     a) RESPONSIBILITIES OF TENANT. During the Term of this Lease, Tenant shall,
at its sole cost and  expense,  maintain and keep in good order,  condition  and
repair the entire leased premises including all buildings, structures, plumbing,
electrical systems, the HVAC system and other improvements located thereon. Such
repairs by Tenant shall include but are not limited to  electrical  and plumbing
systems and fixtures, air conditioning and heating systems.

     In addition, the Tenant shall at its expense contract with a reputable firm
for periodic servicing of the heating,  air conditioning and ventilation systems
as  recommended  by the  manufacturers  of such equipment and shall keep on file
with Landlord or its agent a copy of said contract or other substantial proof of
each servicing.

     Tenant shall also have a qualified pest control  company treat the Premises
and building as required.  The Tenant shall also maintain all grass,  shrubs and
parking areas on the Leased Premises.

     Tenant shall keep the Premises in a good state of repair, cleanliness,  and
preservation,  and shall, upon the termination of this Lease, render the same to
the  Landlord  in at  least  as  good  condition  as  the  same  were  upon  the
commencement of-the Lease, reasonable wear and tear excepted.

     Tenant shall repair and be  responsible  for all damage to the building and
grounds  caused by  Tenant,  its  employees,  agents,  invitees  and  licensees.
Landlord  gives to Tenant  exclusive  control of Premises  and shall be under no
obligation to inspect the premises.  Tenant shall promptly  repair any defective
condition. Tenant responsible to Landlord for any liability incurred by Landlord
by reason of such defect. Landlord shall have no duty or obligation to repair or
replace  any  portion of the  Premises  or to expend  any  monies in  connection
therewith except as expressly stated in this Agreement.

     At the  termination of this Lease,  the Tenant at its sole cost and expense
shall be responsible  for removing any and all hazardous  materials or waste, of
any kind or nature, which were placed upon the Premises during the Lease Term by
the Tenant,  its agents,  successors or assigns and shall redeliver the Premises
to the  Landlord  in at  least  as good  condition  as the  same  were  upon the
commencement of this Lease.

   Tenant  may  alter  the  Premises  from  time to  time at its own  expense,
provided  that  in  so  doing  and  giving  effect  to  such   alterations,   no
contravention of any term of this Lease shall occur.

     13. INSURANCE

     a)  During  the Term of this  Lease  Tenant  shall,  at its  sole  cost and
expense,  obtain and maintain  insurance coverage against loss or damage by fire
or any and all other  casualties on the Premises and the  buildings,  structures
and permanent  improvements  located  thereon in the amount of full  replacement
value of Five Hundred  Seventy Five Thousand and 00/1 00 Dollars  ($575,000.00).
The  Landlord  shall be named in the policy as an  additional  Insured and shall
have sole right to and control over any proceeds for the structure,  but not the
contents of the structure.

     b) Tenant  shall  also be  responsible  for  obtaining  suitable  insurance
coverage  on all  personal  property,  fixtures,  inventory,  or other  property
located an the Premises for Tenants sole protection.

     c) Tenant shall obtain and  maintain  throughout  the term of this Lease at
its sole cost and expense  comprehensive  public or general liability  insurance
against  injury or death to persons  and/or  destruction  or damage to  property
occurring  in or about the  Premises  with a  combined  single  limit for bodily
injury and property damage for one event with a minimum of $1,000,000,00 written
on an  occurrence  basis- This policy  shall be in the name of the  Landlord and
Tenant as insured under the policy.

     d) Certificates of Insurance shall be delivered to Landlord upon request at
the  commencement  of the  Term of this  Lease.  All  policies  provided  for in
subparagraphs  (a) and (c) shall contain a clause or  endorsement  to the effect
that they may not be terminated or materially  emended  except after twenty (20)
days written notice thereof to Landlord.

     14. DAMAGE TO PREMISES

     a) In the event that damage  occurs to the  Premises and the cost to repair
the  Premises  exceeds  the  amount  of  $287,500  (being  50% of the  aforesaid
appraised  value of the  Premises),  and provided that the Tenant has maintained
insurance  coverage  required by Paragraph  13.,  then the Tenant shall have the
option to either  terminate this Lease or to require the Landlord to restore the
Premises to their original condition.  If the Landlord is required to repair the
Premises hereunder,  then the Landlord shall have a reasonable time within which
to  repair  the  Premises  and the Rent  payable  hereunder  shall  abate in its
entirety during the time that the Premises are being repaired.

     b) In the event that damage  occurs to the  Premises and the cost to repair
the Premises is equal to or less than $287,500, and provided that the Tenant has
maintained  Insurance coverage required by Paragraph 13, then the Landlord shall
restore the Premises to their original condition.

     The  Landlord  shall  have a  reasonable  time  within  which to repair the
Premises.  If the undamaged  portion of the Premises is sufficient to permit the
Tenant to continue  to operate its  business,  then the Rent  payable  hereunder
shall abate in proportion  to the loss of use of the Premises by the Tenant.  If
the  damage is such that the  Tenant  cannot to  operate  its  business  without
substantial  detriment,  then  the Rent  payable  hereunder  shall  abate in its
entirety during the time that Premises cannot be occupied by the Tenant.

     15. CONDEMNATION

     If all of the  Premises  shall be  appropriated  or taken for public use by
eminent  domain or if so much of the Premises  shall be so taken so as to render
the  Premises  not  suitable  for such rise as bad been made  thereof  by Tenant
immediately  prior to such taking,  without  substantial  detriment.,  then this
Lease shall terminate as of the date of such taking. If however a portion of the
Premises  shall be so taken,  and a  sufficient  part thereof  remains  which is
suitable  for such use as had been made thereof by Tenant  immediately  prior to
such taking, without substantial detriment, then the Tenant shall have the right
to continue  leasing the Premises and the Rent payable  hereunder shall abate in
proportion to the loss of use of the Premises by 'Tenant.

     16. INDEMINITY BY TENANT OF LANDLORD

     The Tenant shall defend,  indemnify and hold harmless the Landlord from and
against any claims,  damages or expenses  whether damage is to the Premises,  or
claims for injuries to persons or property  where such claims arise  arising out
of or result from the use or  occupancy  of the  Premises,  by the  Tenant,  its
agents, employees or invitees,  except where such damage or claims are caused by
the sole negligence of the Landlord, its employees or agents.

     Tenant shall  indemnify  and hold  harmless  the Landlord  from all claims,
mechanics and material  man's liens,  damages and costs relating from or arising
out of any alterations,  extensions,  improvements, additions or restorations to
the property performed by the Tenant, its agents or employees-

     If it becomes  necessary  for the  Landlord to defend an action or asserted
claim the  Tenant  will  reimburse  the  Landlord  for all  costs  and  expenses
including its actual  attorney's fees,  witness fees,  expert fees and all other
costs and expenses  incurred in effecting such defense in addition to other sums
which the  Landlord may be called upon to pay by reason of the entry of judgment
against the Landlord in litigation or otherwise.

     17. [Reserved]

     18. GENERAL COVENANTS OF TENANT

     The  Tenant  covenants  and  agrees  that  during the Term of this Lease it
shall:

     (a) Comply with all lawful rules,  regulations,  and laws applicable to the
Premises.

     (b) Use all reasonable  precautions to protect persons and property against
fires and other casualty.

     (c) Provide  Landlord  reasonable  access for  inspection  of the Premises,
during normal working hours,  which inspection  Landlord may, but shall have not
any  duty to make.  In  performing  any  such  inspection,  Landlord  shall  not
interfere in any material way with Tenant's operation of its business.

     19. ENFORCEMENT

     If any action at law or in equity  shall be brought to recover  any Rent or
other  amount  under this Lease or for or on account of any breach of this Lease
by either the  Landlord or the  Tenant,  or to enforce or  interpret  any of the
covenants,  terms  or  conditions  of this  Lease,  or fur the  recovery  of the
possession of the Leased  Premises,  the  prevailing  party shall be entitled to
recover  from the losing  party all its costs  including  reasonable  attorney's
fees,  witness fees,  expert fees, and all other  reasonable  costs and expenses
incurred in connection with such action-

     20. DEFAULT OF TENANT

     (a) If the Tenant  defaults in fulfilling  any of the Tenant's  obligations
under this  Lease,  other than the  covenants  for the payment of Rent or if the
Premises  become  vacant or deserted or if the Premises arc damaged by reason of
negligent  or willful  acts of the  Tenant or the  Tenant's  employees,  agents,
licensees or invitees,  the  Landlord may serve  written  notice upon the Tenant
specifying  the nature of said  default.  Upon the  expiration of ten (I 0) days
following  the giving of such notice,  if the Tenant

     (i) has failed to cure such default or

     (ii) in the case of a default  which by its  nature  cannot  be  completely
cured  within  said ten (10)  day  period,  does  not  deliver  to the  Landlord
assurances reasonably satisfactory to the Landlord that the Tenant will promptly
cure such default and if the Tenant does not thereafter within a reasonable time
period  cure such  default,  then the  Landlord  may  serve a written  notice of
termination  of this  Lease  upon  Tenant,  this Lease  shall  terminate  on the
Tenant's  receipt of such notice,  and the Tenant shall then quit and  surrender
the  Premises  to the  Landlord  but the Tenant  shall  remain  liable as herein
provided until Landlord  either  occupies the Premises or lets the Premises to a
third party. Landlord shall use its best efforts to relet the Premises promptly.

     (b) The First  time  during any twelve  (12) month  period  that the Tenant
defaults in the' payment of Rent the  Landlord  shall  provide  Tenant ten (I 0)
days' written notice of such default. Unless Landlord receives such Rent payment
within  ten (1O) days,  the  Landlord  shall  apply the  Deposit to satisfy  the
delinquent Rent obligation- If the remaining  Deposit is insufficient to satisfy
such  obligation  in full,  Landlord  may,  upon ten (10) days'  prior  written
notice,  give  notice of  default  under this  Lease and the  Tenant  shall,  at
Landlord's  election.  quit and surrender the Premises to the Landlord,  but the
Tenant shall remain liable as hereinafter provided. If Tenant has cured the Rent
delinquency, or if the delinquency has been cured by application of the Deposit,
but Tenant is again  delinquent  in the  payment of Rent  during the same twelve

12) month  period,  Landlord  may give the Tenant five (5) days'  notice of the
delinquent payment. Unless Landlord receives such Rent payment within five days,
the Landlord shall apply the Deposit to satisfy the delinquent Rent  obligation.
If the remaining  Deposit is  insufficient  to satisfy such  obligation in full,
Landlord may terminate this Lease without  further giving of notice,  but Tenant
shall remain liable a-, herein provided.

     21. ASSIGNMENT OR SUBLETTING

     Tenant  may not assign or sublet its  rights  under this  Lease,  except to
affiliates of Tenant without Landlord's prior, written consent,  which shall not
be unreasonably withheld,

     22. RESERVED.

     23. QUIET ENJOYMENT

     If  Tenant  shall pay the Rent and  perform  and  observe  all of the other
covenants and  conditions  to be performed and observed by it hereunder.  Tenant
shall at all times  during the term  hereof and during any  renewal  have quiet,
peaceable  enjoyment of the Premises without  interference  from the Landlord or
any other person claiming through the Landlord or Landlords predecessors.

     24. NOT A JOINT VENTURE

     The  relationship  between the parties hereto is not a joint venture but of
Landlord and Tenant.

     25. PARAGRAPH HEADINGS

     Paragraph  headings herein are for convenience only and do not constitute a
substantive part of this Lease.

     26. LEASING COMMISSION

     Landlord  agrees to pay at  occupancy  a real  estate  leasing fee to Beard
Development  Corporation  (hereinafter  "Broker')  a  leasing  fee  of 4% of the
aggregate lease plus any renewals thereafter at 4% also. Landlord represents and
warrants to Tenant that it has not  retained  or  employed  any other  broker or
agent (other than Broker), finder or other person to net on Landlord's behalf in
connection with this transaction. Tenant represents and wan-ants to Landlord has
not retained or employed any broker, agent, finder or other person to act on its
behalf in  connection  with this  transaction.  Landlord and Tenant  hereby each
hereby agree to indemnify and hold the other party harmless  against any and all
claims,  demands.  causes of actions and damages  arising out of or by reason of
truth and accuracy or incompleteness of representations and warranties set forth
in this Paragraph 26.

    27. ESTOPPEL CERTIFICATES STATEMENT ATTORNMENT, SUBORDINATION AND EXECUTION
OF DOCUMENTS.

     a.  Tenant  agrees  that at any time and  from  time to time at  reasonable
intervals,  within ten (10)  business  days after  written  request by  Landlord
Tenant shall execute, acknowledge and deliver to Landlord, Landlord's mortgagee,
or other designates of Landlord,  a Certificate in such form as may from time to
time be provided, certifying:

     (i) that this Lease is in full force and effect and has not been  assigned,
modified,  supplemented,  or  amended  in any  way (or if  there  has  been  any
assignment, modification, supplement, or amendment identifying the same);

     (ii) that this Lease represents the entire  agreement  between Landlord and
Tenant as to the  subject  matter  hereof (or if there has been any  assignment,
modification, supplement or amendment, identifying the same);

     (iii) the commencement date and termination date;

     (iv) that all covenants and conditions  under this Lease to be performed by
Landlord  have been  performed  or satisfied  (and if not,  what  covenants  and
conditions remain unperformed or unsatisfied), specifying each Landlord default,
defense or offset of which the signer may have knowledge,

     (v) that no Rent has been paid in advance other than for the month in which
such certificate is signed by Tenant; and

     (vi) the date to which all Rent has been paid under this Lease.

     b.  Tenant  shall,  in the  event  any  proceedings  are  brought  for  the
foreclosure or deed-in lieu of foreclosure of or in the event of exercise of the
power of sale under any mortgage  covering the Leased  Premises or conveyance of
title by Landlord, attorn to the purchaser upon any such Foreclosure, conveyance
or sale and recognize such purchaser as the Landlord, subject to all of Tenant's
duties, obligations, rights and options under this Lease.

     c. Upon  request  by the  Landlord,  Tenant  shall  subordinate  its rights
hereunder to the lien of any mortgage or mortgages,  or the lien  resulting from
any other method of financing a  refinancing,  now or hereafter in force against
the land  and/or  the  buildings  hereafter  placed  upon the land of' which the
Premises  are a part and to all  advances  made or hereafter to be made upon the
security  thereof  provided  however,  that a  condition  precedent  to  tenants
requirement  to subordinate  hereunder  shall be that Tenant upon any default in
the  terms of such  financing  by  Landlord,  shall  have the  right to pay Rent
directly to the  mortgagee  or other  persons to whom  Landlord may be obligated
under such financing and, so long as Tenant pays Rent a.-, herein provided, this
Lease and all Tenant's  rights and options  hereunder shall remain in full force
and effect as to such mortgagee or other financing obligee of Landlord.

     d. The Tenant, upon request of any party in interest, shall execute, within
ten (10) days of Tenant's receipt, such instruments or certificates to carry out
the intent of these  paragraphs  above as shall be  requested  by the  Landlord;
provided,  however,  that nothing  contained in such instruments or certificates
required  by  Landlord  shall be  derogation  of any  rights  granted  to Tenant
hereunder,   not  expand  Tenant's  obligations  hereunder,   and  if  any  such
instruments or certificates  would have the effect of accomplishing  one or both
of the  foregoing  either  explicitly  or  implicitly,  then Tenant shall not be
obligated to execute the same.

     28. ENVIRONMENTAL PROTECTION

     a) The Tenant represents and warrants that: (i) the Tenant has no knowledge
of the presence of or of any discharge, spillage,  uncontrolled loss, seepage or
filtration of oil,  petroleum or chemical  liquids or solids,  liquid or gaseous
products or any hazardous waste or hazardous substance (the "Hazard"),  as those
terms are used in the  Comprehensive  Environmental  response  Compensation  and
Liability  Act or 1980 42  U.S.C.  9601 et seq.,  as  amended  by the  Superfund
Amendments  and  Reauthorization  Act of 1986;  the  Resource  Conservation  and
Recovery Act or 1976, (the Solid Waste Disposal Act or RCRA), 42 U.S.C.  6901 et
seq., as amended;  the Toxic Substance Control Act (TSCA) 15 U.S.C. 2601 et seq;
or in any other federal,  state or local law governing hazardous substances,  as
such laws may be amended from time to time, (collectively,  the 'Act') at, upon,
under or within the Property: and (ii) the Tenant has not caused or permitted to
occur and shall use its best efforts not to permit to exist, any condition which
may cause or  constitute a Hazard at, upon,  under or within the  Property.  The
term "Hazard" includes but is not limited to polychlorinated  biphenyl (PCB's)
and lead based paints.

     b)The Tenant  further  represents  and warrants that (i) neither the Tenant
nor any other party is or with It be involved in  operations  upon the  Property
which  operations could lead. to (a) the imposition of liability on the Landlord
or on any other  subsequent or former owner of the Property under the Act or (b)
the creation of a lieu on the  Property  under the Act or under any similar laws
or regulations: and (ii) the Tenant has not permitted, and, shall not permit any
tenant,  occupant,  employee,  agent or licensee to engage in any activity at or
upon the Property that could impose liability under the Act on Landlord,  Tenant
or occupant or on any other owner of any of the Property.

     c) The Tenant has complied, and shall comply, in all material respects with
the  requirements  of the Act and related  regulations and with all similar laws
and  regulations  and shall notify the Landlord  immediately in the event of any
Hazard or the  discovery of any Hazard at, upon,  under or within the  Property,
except  Hazards  present on the  Premises  in the  ordinary  course of  Tenant's
business' as  described in  subparagraph  (d) below.  The Tenant shall  promptly
forward to the Landlord copies of all orders, notices, permits,  applications or
other  communications  and reports in connection with any Hazard or the presence
of any  Hazard  or other  matters  relating  to the Act or any  similar  laws or
regulations as they may attract the Property.

    d)  Notwithstanding  the provisions of subparagraphs  (a) through (c) of t@
Paragraph 28,  Landlord  acknowledges  that the nature of Tenant's  business may
result in the  regular  presence  of Hazards on the  Premises  for  purposes  of
analysis  and  measurement,  and agrees that Tenant may  continue to operate its
business on the  Premises  as it sees fit.  Landlord  expressly  consents to the
presence of Hazards  intentionally  brought  onto the Premises by 'tenant or its
customers  or agents  the  ordinary  course of  Tenant's  business  as it may be
conducted  now or in the future,  and agrees that the  presence of such  Hazards
during  the Term of this  Lease  shall  not be  deemed  to  create  any  default
hereunder or any right of  termination  on the part of Landlord,  provided  that
Tenant complies with the requirements of subparagraphs (e) through (g) below.

     e) At the expiration or termination of this Lease. upon the written request
of the  Landlord , the tenant  shall  provide to the  Landlord  at the  Tenant's
expense,  an  environmental  site  assessment  or  environmental  audit  report,
prepared by an  environmental  engineering  firm  acceptable  in the  reasonable
opinion of the  Landlord to assess with a  reasonable  degree of  certainty  the
presence or absence of any Hazard and the  potential  costs in  connection  with
abatement,  cleanup or removal of any Hazard found on,  under,  at or within the
Property.

     f) The tenant shall defend and indemnify the Landlord and hold the Landlord
harmless  from and  against  all actual  loss,  liability,  damage and  expense,
including  reasonable  attorney's  fees.  suffered or incurred by the  Landlord,
whether  as  owner  under  or on  account  of the  Act or any  similar  laws  or
regulations, including the assertion of any lien thereunder- (i) with respect to
any Hazard,  or the presence of any Hazard  affecting the Property  whether or
not the same  originates  or emanates  from the Property  including  any loss of
value of the  Property  as a result of the  foregoing  so long as no such  loss,
liability,  damage and  expense is  attributable  to any Hazard  resulting  from
actions on the part of the  Landlord;  and (ii) with respect to any other matter
affecting the Property within the jurisdiction of the  Environmental  Protection
Agency, any other ,federal agency, or any state or local  environmental  agency,
the Tenant's  obligations  under this Section  shall arise upon the discovery of
the  presence  of any Hazard  under the Act,  whether  or not the  environmental
Protection Agency, any other federal agency or any state or local  environmental
agency has taken or threatened any action in connection with the presence of any
Hazard.

     In the  event of any  Hazard or the  presence  of any  hazardous  substance
affecting the Property,  whether or not the same originates or emanates from the
Property or any contiguous  real estate,  and if the Tenant shall fail to comply
with any of the  requirements  of the Act or  related  regulations  or any other
environmental  law or regulation  within the time  established by any regulatory
agency,  the Landlord may at its election,  but without the obligation to do so:
(i) give such notices  and/or  cause such work to be performed at the  Property;
and/or (ii) take any and all other actions as the Landlord shall reasonably deem
necessary  or  advisable  in order to abate the  Hazard,  remove  the  hazardous
substance  or  cure  the  Tenant's  noncompliance.  Any  amounts  so paid by the
Landlord pursuant to this Section, together with interest thereon at the highest
rate of interest  permitted under prevailing law from the date of payment by the
Landlord, shall be immediately due and payable by the Tenant to the Landlord and
until  paid  shall be added to and become a part of the rent due under the terms
of this Lease.

     h) The  provisions  of  subparagraphs  (e) through (g) shall  automatically
expire,  at the end of the 730th  calendar day after the earlier of the last day
of the  term of this  Lease,  or the  last  day of  Tenant's  possession  of the
Premises  if this  Lease is  terminated  before  the end of the  Term;  but this
subparagraph  (h) shall not affect  Tenant's  liability  for any matter of which
Tenant has actual knowledge before the end of such 730th day.

     29. GENERAL CONDITIONS

     (a)At  the  expiration  or  termination  of this  Lease,  the  Tenant  will
redeliver  quietly and peaceably  unto the Landlord the Premises,  together with
all  improvements and changes which may have been made thereto or therein by the
Tenant  (except  that Tenant may remove any  fixtures  installed by Tenant which
Tenant- uses in the ordinary conduct of its business, provided that such removal
does not  materially  damage the  Premises)-,  the condition of the Premises and
improvements  at such time shall be in good,  usable state of repair and subject
only to normal wear and tear.

     (b)No  waiver  of a breach of any of the  covenants  in this  Agreement  by
either party shall be construed to be a waiver of any other succeeding breach of
the same or any other covenant or condition herein.

     (c)This  Agreement  contains the entire Agreement  between the parties with
respect to subject matter hereof;  the execution  hereof has not been induced by
either of the parties through any representations,  promises,  or understandings
not expressed herein; and there am no other collateral agreements, stipulations,
promises, or understandings  whatsoever between the parties hereto, with respect
to subject  matter,  which are not expressly  contained  herein.  This Agreement
shall be binding upon the parties hereto,  their heirs,  legal  representatives,
successors  and  assigns.  This  Agreement  may be  modified  only by a  writing
executed by the parties hereto or their successors, heirs or assigns.

     (d) No release,  discharge,  or waiver of any provision  hereof shall be of
effect unless in writing and signed.

     (e) This  Lease  Agreement  shall be deemed to have  been  entered  into at
Charleston, South Carolina and shall be construed in accordance with the laws of
the State of South Carolina.

     (f) Tenant shall not seek any variances,  zoning permits,  building permits
or take any action  respecting the Premises which would limit  Landlord's use of
its  other  property  which  adjoins  the  Premised,   without  first  obtaining
Landlord's written approval.

     (g)  Either  party may  record a long or short  form  version of this Lease
Agreement and shall have the cooperation of the other party in so doing.

     IN WITNESS  WHEREOF the parties have  executed  this Lease as of the day of
December, 1996.

WITNESS:

TENANT:

Envirometrics, Inc.

Envirometrics Products Company
Azimuth, Incorporated


LANDLORD


James W. Miller, MD


                                LEASE GUARANTY

     The  undersigned  Guarantors  hereby  guarantee  to  Landlord,  jointly and
severally,  Tenant's  performance of all terms,  covenants and conditions of the
foregoing  Lease,  subject to the sole  condition  that this  guaranty  and each
Guarantor's  liability hereon shall automatically  expire and become void on the
earlier of (I) the first  anniversary  of the date of the Lease or (ii) the date
of  Landlord's  discharge  from  liability  to Beard  Development  Corp.  on the
promissory note executed by Landlord in the principal  amount of $600,000 on the
date  hereof.  Such  automatic  expiration  shall  not  affect  the  Guarantor's
liability,  if any,  asserted  by  Landlord  in writing  before  the  applicable
expiration date.


WITNESS:
GUARANTORS:
Richard D. Bennett
Charles E. Feigley