MASTER DISTRIBUTORSHIP AGREEMENT

     This MASTER DISTRIBUTORSIHP  AGREEMENT  ("Agreement") is made effective as
of the 1st day of January,  1996, by and between ENVIROMETRICS PRODUCTS COMPANY,
a corporation organized and existing under the laws of South Carolina and having
its  principal  place of  business  at 1019  Bankton  Drive,  Charleston,  South
Carolina,  29406  (hereinafter  "Company"),  and  ZELLWEGER  ANALYTICS,  INC., a
company organized and existing under the laws of Texas, and its subsidiaries and
affiliates,  having its  principal  place of business at 405 Barclay  Boulevard,
Lincolnshire, Illinois, 60069 (hereinafter "Master Distributor").

     WHEREAS, Company develops,  manufactures,  markets and sells certain of the
Products as defined  below,  and desires to sell and market the  Products in the
Territory, as defined below, exclusively through Master Distributor; and

     WHEREAS,  Master Distributor desires to market and sell the Products in the
Territory and is or will become  knowledgeable of the market for the Products in
the Territory; and

     WHEREAS, Company and Master Distributor desire to enter into this Agreement
authorizing  Master  Distributor  to  promote,  market,  and  sell  Products  to
Sub-Distributors and Customers in the Territory;

     NOW, THEREFORE, in consideration of the foregoing,  the mutual promises set
forth  herein,  and other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the Parties hereto,  intending to
be legally bound, hereby agree as follows:

1. DEFINITIONS.

     1.1 The ACT Monitoring  Card System TM. The term "The ACT  Monitoring  Card
System TM means the  system  comprised  of the ACT Electronic  Reader  and the
Cards,  which system has been  developed and is currently  being  distributed by
Company as part of the Business of Company,  as listed and identified in Exhibit
1, attached hereto.

     1.2 ACT Electronic  Reader.  The term " ACT Electronic  Reader" means the
device  produced  by or on behalf of Company  to read the  Cards,  as more fully
described on Exhibit 1, attached hereto.

     1.3 Affiliate.  The term  "Affiliate"  means a person,  partnership,  joint
venture, company,  corporation,  limited liability company, or the functional or
substantial  equivalent of any of the foregoing  under the laws of any political
subdivision in the Territory,  who or which controls, or is controlled by, or is
under direct or indirect common control with, Master Distributor.

     1.4 Business of Company The term  "Business of Company" means the research,
design,  development,   manufacture,  sale,  distribution  and  service  of  air
monitoring  and other  environmental  testing  and  measuring  technologies  and
products, including, without limitation, the Products.

     1.5 Cards.  The term  "Cards"  means the passive,  calorimetric  dosimeters
developed by Company and (i) used with the ACT Electronic Reader to perform the
function of  quantitatively  measuring the presence of hazardous gases, and (ii)
those cards used for qualitative measurement of the presence of hazardous gases,
but which  are read  visually  rather  than  with a  reader,  all as listed  and
described in Exhibit 1, attached hereto.

     1.6 Competing Business.  The term "Competing  Business" means any person or
entity in the same business or  substantially  the same business as the Business
of Company.

     1.7 Competing  Product.  The term  "Competing  Product" means any good that
performs  substantially  the same  function(s)  as any of the  Cards;  provided,
however,  no product currently produced by Master Distributor shall be deemed to
be a "Competing Product" for purposes of this Agreement.

     1.8  Copyrights.   The  term  "Copyrights"  means  all  original  works  of
authorship   including  literary,   artistic,   pictorial,   graphic  and  other
intellectual  works owned or claimed by Company  which are  registered  with the
United States Copyright  Office or the copyright office of any nation,  state or
political  jurisdiction within the Territory,  are eligible to be so registered,
or are entitled to protection  by and under the  copyright  laws and treaties of
the United States or under the  equivalent  laws of the political  subdivisions,
nations and/or states within the Territory.

     1.9 Customer. The term "Customer" means any end-user of a Product.

     1.10  Intellectual  Property.  The term  "Intellectual  Property" means the
Copyrights,  Marks and Patents,  collectively or in combination,  as the context
suggests.

     1.11  Marketing and Sales Reports.  The term  "Marketing and Sales Reports"
means the reports to be developed by the Parties and by which Master Distributor
will submit to Company from time to time  relating to the  promotion,  manner of
distribution,  locations and  recipients of the Products.  Without  limiting the
foregoing,  the  Marketing  and Sales  Reports  initially  agreed by the Parties
include the Sales  Rollout  Plan Report,  attached  hereto as Exhibit 3, and the
Product Tracking Report, attached hereto as Exhibit 4.

     1.12 Marks. The term "Marks" means all trade names, word marks, trademarks,
service  marks  and  logos  or  designs  (including  any  trade  dress  that  is
susceptible  to  protection  under  the laws of the  United  States or any other
political  subdivision in the  Territory),  whether or not  registered  with the
United States Patent and Trademark Office or trademark office or registry of any
nation,  state or political  jurisdiction  within the Territory,  placed upon or
used in  connection  with the  Business  of Company  or the sale,  distribution,
promotion  and  marketing  of the  Products  or of any other  goods or  services
provided or  distributed  by Company from time to time,  and  includes,  without
limitation,  "ACT and design," "Air-Chem Technologies" and "The ACT Monitoring
Card System; provided, however, the term "Marks" shall not include the trademark
"MDA Scientific," which is owned by Master Distributor or its Affiliate.

     1.13 Parties.  The term "Parties" means  Envirometrics  Product Company and
Zellweger Analytics, Inc.

     1.14 Patents.  The term  "Patents"  means all  inventions or letters patent
owned or licensed by or on behalf of Company,  and which are registered with the
United States  Patent and  Trademark  Office or the patent office or registry in
any political subdivision,  nation or state in the Territory or are eligible for
registration  and/or other  protection under the laws and treaties of the United
States or of any other political subdivision, nation or state in the Territory.

     1.15  Products.  The  term  "Products"  means  and  includes  only  the ACT
Monitoring  Card System , the ACT Electronic  Reader and the Cards,  together
with  accessories sold in connection  therewith,  all as described in Exhibit 1,
attached hereto,  together with any enhancements to or upgrades of such Products
as may be developed by Company from time to time during the Initial Term.

     1.16  Product and Price List.  The term  "Product and Price List" means and
includes the list of initial prices for Products,  attached hereto as Exhibit 1,
as the same may be amended from time to time during the Term as provided herein.

     1.17 Purchase Order.  The term "Purchase  Order" means  Company's  standard
Purchase Order that must be used by Master  Distributor  when ordering  Products
hereunder,  the form of Purchase  Order  currently  being used by Company  being
attached hereto as Exhibit 5.

     1.18  Sub-Distributor.  The term  "Sub-Distributor"  means any distributor,
retail  dealer,  re-seller,  or  wholesaler  of any of the Products  (other than
Master Distributor itself), and including Affiliates of Master Distributor,  and
with whom Master Distributor contracts or otherwise agrees to distribute, market
or sell  some or all of the  Products  or to whom  Master  Distributor  provides
Products for such distribution.

     1.19  Term.  The term  "Term"  means the  Initial  Term of this  Agreement,
together with any Renewal Term (s) as provided herein.

     1.20 Territory. The term "Territory" means the world.

2. APPOINTMENT OF MASTER DISTRIBUTOR.

     2.1  Grant  of  Distribution  Rights.   Company  hereby  grants  to  Master
Distributor,   and   Master   Distributor   hereby   accepts,   the   exclusive,
non-assignable,   non-transferable   and  non-divisible  right  to  promote  and
distribute  the  Products  to  Sub-Distributors  and  Customers,  to the  extent
provided in this Agreement.

     2.2 No Partnership or Agency Relationship.  This Agreement does not create,
and shall  not be  construed  as  creating,  any  relationship  of  association,
partnership, agency, or employment between Company and the Master Distributor or
any Affiliate of either Party, and Master Distributor agrees that it is and will
conduct its business as an  independent  contractor  with respect to Company and
its Affiliates.  Master Distributor agrees not to assume,  create, or enter into
any  obligation,  agreement,  or  commitment  on behalf of or for the account of
Company or obligate Company or its Affiliates in any manner.  Master Distributor
is not  authorized  to accept any  service of  process  upon  Company or to hold
itself out as the agent of Company for any reason whatsoever.

     2.3 Sub-Distributor(s).  Master Distributor may appoint Sub-Distributors to
distribute Products in sub-territories of the Territory, at Master Distributor's
sole discretion;  provided, however, any Sub-Distributor(s)  appointed by Master
Distributor  (including,  without limitation,  Affiliates of Master Distributor)
shall agree in writing to abide, mutatis mutandis,  by each and every obligation
of Master Distributor under this Agreement, and Company shall be expressly named
as a third party  beneficiary  of each such  agreement for purposes of enforcing
its interests thereunder. Master Distributor agrees that it shall not appoint or
allow the appointment of any  sub-distributors of  Sub-Distributors  without the
prior written consent of Company.  Master  Distributor agrees to provide Company
with copies of the written  agreements  between it and  Sub-distributor(s)  upon
request by Company.

     2.4 No Set-Off,  The existence of any claim,  demand,  action,  or cause of
action by Master  Distributor,  any  Sub-Distributor,  or any  Customer  against
Company,  or any parent,  subsidiary,  affiliate,  officer,  employee,  agent or
director of Company, whether predicated upon this Agreement or otherwise,  shall
not  constitute  a defense  to the  enforcement  by Company of any of its rights
hereunder, and the dollar amount thereof may not be set-off against any sums due
from Master Distributor to Company under this Agreement,  any rule of law to the
contrary notwithstanding.

3 . OBLIGATIONS OF COMPANY.

     3.1 Duties of Company.  Company  agrees to do the  following in  connection
with the sale of the Products to Master  Distributor  and the performance of its
obligations hereunder:

     a. Supply of Products. Company agrees to use its best efforts to supply, or
to cause to be supplied,  to Master  Distributor,  at mutually  agreed  delivery
times and dates which Company will use its best efforts to meet,  those Products
duly ordered by Master  Distributor  pursuant to the Purchase  Order attached as
Exhibit 5 to this Agreement, but in no event shall Company be required to modify
any of the  Products  to meet the  requirements  of Master  Distributor,  of any
Sub-Distributor or Customer, or of any political subdivision of the Territory.

     b. List of  Purchasers.  Within ten (10) days of the date of  execution  of
this Agreement, Company will provide Master Distributor a list of all purchasers
of the Products prior to the date hereof.

     c. Technical Support.  Company will use its best efforts during the Term of
this Agreement to provide the following technical support in connection with the
sale of the Products hereunder, the details and implementation of which shall be
mutually agreed upon by the parties:
     i. Initial and periodic  training of Master  Distributor and duly appointed
Sub-Distributors;

     ii. Technical support literature,  including warranty information,  if any,
pertaining to the Products shipped;

     iii.  Toll-free  (800)  number  available  in the  United  States to Master
Distributor, Sub-Distributors and Customers;

     iv. Receive,  track and follow-up on Product complaints reported to Company
by Master Distributor,  Sub-Distributors  and Customers on a form to be mutually
agreed upon by Master  Distributor and Company,  and provide Master  Distributor
with reports of such activities within fifteen (15) days of the last day of each
calendar year quarter during the term of this Agreement;

     v. In  conjunction  with and with  the  assistance  and  advice  of  Master
Distributor,  present  one  (1)  user  seminar  per  year  on  the  Products  in
association  with and  during  the same  period of time as the  annual  American
Industrial Hygiene Conference and Exposition (AIHCE); and

     vi.  Develop  text  and  language  and  provide  camera-ready  artwork  for
production by Master Distributor of Technical Bulletins which Master Distributor
shall  maintain  and  update  as  and  when  reasonably   necessary  to  reflect
modifications in, usage of, or changes in the specifications,  warranties, laws,
or regulations pertaining to the Products.

     d.  Development of New Cards.  Company will use its best efforts to develop
new Cards for detecting  the presence of  additional  chemicals and which can be
used with The ACT  Monitoring  Card  System  TM,  and,  during  the Term of this
Agreement,   Company  agrees  to  make  available  for  distribution  by  Master
Distributor,  under the terms of this Agreement at prices mutually agreed by the
Parties, any such cards, which shall constitute  "Products" for purposes of this
Agreement.

     e. Coordination of Product Evaluations. Company will coordinate and monitor
Product evaluations and reporting activities by academia,  governmental agencies
and other groups,  except for routine  evaluations  by Customers  with regard to
purchasing decisions.

     f.  European CE Mark  Certification.  Company  will use its best efforts to
confirm its eligibility to use the CE Mark  certification  in the European Union
(ELD for the Products.

     3.2  Standard of  Performance.  Company  agrees to use its best  efforts to
perform  each of its duties and  obligations  described  in this  Agreement in a
commercially reasonable manner.

     3.3  Survival  of  Obligations.  The  duties and  obligations  set forth in
Section 3.1 shall survive the termination of this Agreement for any reason.

     3.4 No Solicitation of Employees. During the term of this Agreement and for
a  period  of one  (1)  year  following  termination,  for any  reason,  of this
Agreement, Company will not, either directly or indirectly, on its own behalf or
on behalf of  others,  solicit,  divert,  or hire away,  or attempt to  solicit,
divert, or hire away any person employed by Master  Distributor,  whether or not
such person is a full-time  or  part-time  employee of Master  Distributor,  and
whether or not such  employment  is  pursuant to a written  agreement,  is for a
determined period, or is at will.

4. WARRANTIES; REPAIRS AND REPLACEMENT

     4.1 Product  Warranties.  Products shall be provided to Master Distributor,
Sub-Distributors and Customers pursuant to the terms of this Agreement only with
the warranties (limited,  extended or otherwise), if any, then in use by Company
and  customarily  provided by Company in connection  with the sale of a specific
Product.  The current  warranties  to accompany the Products will be provided to
Master  Distributor  within  ten  (10)  days  following  the  execution  of this
Agreement by both Parties.

     4.2  No  Additional  or  Modified   Warranties  by  Master  Distributor  or
Sub-Distributors.  Master Distributor and Sub-Distributors shall give or make no
other or different warranties or representations as to quality, merchantibility,
fitness for a particular  use or purpose,  or any other features of the Products
other than those contained in the warranty (limited,  extended or otherwise), if
any,  given  by  Company  and  set  forth  in the  literature  accompanying  and
applicable to specific Products.

     4.3 New,  Additional,  or Amended Warranties by Company.  From time to time
during the term of this  Agreement,  Company may  provide to Master  Distributor
certain  warranty and product labeling  materials,  disclosure  literature,  and
directions  for the use and  availability  of such  materials and  literature as
required  by  applicable  law and  Company  policy  as  communicated  to  Master
Distributor.   Master  Distributor  shall  promptly,  diligently,  strictly  and
continuously  comply with the  instructions  for the use and availability of all
such materials and literature and with any instructions  and procedures  imposed
by law or promulgated by Company regarding the sale, safety, or recall of any of
the Products.

     4.4 Disclaimer of Warranties THE WARRANTIES  CONTAINED OR DESCRIBED IN THIS
SECTION 4 ARE MADE  EXPRESSLY  IN LIEU OF ANY AND ALL  WARRANTIES  EXPRESSED  OR
IMPLIED.  COMPANY DOES NOT WARRANT THAT THE PRODUCTS ARE OR WILL BE MERCHANTABLE
OR FIT FOR ANY  PARTICULAR  PURPOSE, EXCEPT AS EXPRESSLY  PROVIDED  HEREIN.  THE
LIABILITY  OF COMPANY IS SOLELY  LIMITED TO THE  REIMBURSEMENT  OF THE  PURCHASE
PRICE PAID FOR ANY PRODUCTS WHICH DO NOT CONFORM TO THE WARRANTIES HEREUNDER.

     4.5 Repair or  Replacement  of Products.  Company will, at its sole option,
repair or replace Products which contain defects  appearing or which develop (i)
under  proper use of the  Product,  (ii) within the period of time  specified by
Company  in the  literature  accompanying  Products  or  communicated  to Master
Distributor  at the time the  Products  have been  delivered,  and (iii)  result
solely from faulty  design,  materials or  workmanship;  provided,  however,  to
remain  eligible for such  warranty,  the allegedly  defective  Products must be
returned  to Company at Master  Distributor's  expense  within  thirty (30) days
(sixty (60) days for Products located outside of the United States) of discovery
of the alleged defect(s), but in any event before (30) days (sixty (60) days for
Products  located  outside of the United  States)  after the  expiration  of the
applicable  warranty period.  Master Distributor will assume charges for freight
both to and from  Company on warranty  and  non-warranty  work unless  otherwise
agreed  by the  parties  hereto.  Prior  to the  return  of any  such  allegedly
defective  Products,  Company  must assign such  Product to be returned a Return
Goods Authorization  ("RGA") number, under protocols  established by Company and
Master  Distributor.  Master  Distributor  shall  attach to each  Product  to be
returned a written  explanation  of the defect in such  Product,  along with the
assigned RGA number.

     4.6  Limitation  of  Liability.  In no event  shall  Company,  its  agents,
affiliates,  employees,  officers or directors be liable to Master  Distributor,
Sub-Distributors,  or Customers  for any special,  consequential  or  incidental
damages,  or for any claim,  loss,  or  damage,  whether  in  contract,  tort or
otherwise, arising from or relating to (i) any breach of warranty, (ii) the use,
performance,  or failure to function of any of the Products, or (iii) any repair
work performed or replacements  made in connection  therewith,  in excess of the
price paid to  Company  for such  Products.  Furthermore,  Company  shall not be
responsible for any claims,  causes of action,  or damages resulting from Master
Distributor or a Sub-Distributor giving erroneous, false or misleading technical
or  warranty  information  regarding  any  Products to any  Sub-Distributors  or
Customers, or by virtue of any modification or extension of any such warranties.

     4.7 Warranties to Master  Distributor.  The only warranty to be provided to
Master  Distributor  in  connection  with the  Products  is a warranty  that the
Products conform to their description on the Purchase Orders submitted by Master
Distributor to Company and to the technical  literature  submitted by Company to
Master Distributor.

5. OBLIGATIONS OF MASTER DISTRIBUTOR.

     5.1 Duties of Master Distributor. During the Term of this Agreement, and in
addition to  fulfilling  each of its other duties under this  Agreement,  Master
Distributor agrees and covenants to:

     a.   Advertising.   Advertise  and  promote  the  Products  in  appropriate
commercial  media;  provided,  however,  Master  Distributor  shall consult with
Company and receive prior written  approval of Company for all advertising  copy
or materials of any sort prior to publication or distribution of the same;

     b.   Sub-Distributor   and   Customer   Contact.   Identify   and   contact
Sub-Distributors  and  Customers  in  person,  by  telephone,  and using  direct
mailings,  and  advise  and  provide  Sub-Distributors  and  Customers  with the
specifications,   warranties  (if  any),  use,  functionality,  and  performance
characteristics  of the Products in strict accordance with any specifications or
warranties given by Company as provided in this Agreement;

     c. Records. Maintain reasonably detailed records and information concerning
all  Sub-Distributors  and  Customers,  and provide on the fifteenth  (15th) day
after the last day of each calendar year quarter the reports and  information on
the Marketing and Sales Reports;

     d. Reports.  Promptly provide Company with all periodic reports,  including
the Sales and Marketing Reports, pursuant to the terms of this Agreement;

     e.  Translations.  Translate,  prior to distribution of Products and at its
sole expense, all literature accompanying Products,  including any warranties or
specifications offered therein, into the language(s) customarily used or legally
required  to be used in the  political  subdivisions,  nations and states in the
Territory to and in which  Products will be sold or  distributed.  In connection
with such obligation, Master Distributor shall bear all liability for, and shall
indemnify  Company against,  any and all damages,  claims,  causes of action, or
loss of any kind arising out of, caused by, or related to improper,  incomplete,
false, or misleading translations;

     f.   Investigation  of  Laws  Governing   Warranties.   Ensure,   prior  to
distribution of Products and at its sole expense,  that (i) the  warranties,  if
any, offered with the Products carry the same effect and obligations for Company
under, and do not contravene, the laws and regulations of any nation or state in
the  Territory  in or to  which  Products  will be  distributed,  (ii) no  other
warranties  are imposed on or otherwise  created with respect to the Products by
the laws and  regulations  of the nations and states in the  Territory  in or to
which Products will be  distributed,  and (iii) provide  Company with notice and
the exact nature of any such  deficiencies  in or  additions  to the  warranties
proposed to be offered with the Products. Master Distributor agrees it shall not
distribute the Products  subject to such  deficiencies or additional  warranties
without the prior written approval of Company;

     g.  Certification and Labeling.  Ensure,  prior to distribution of Products
and at its sole  expense,  that the Products are properly  certified and labeled
for  distribution  according  to the  laws  and  regulations  of  all  political
subdivisions  or nations in the Territory in which Products will be distributed;
provided,   however,   that   necessary   modifications   to  Products  to  meet
certification  and  labeling  requirements  shall be made only at the expense of
Master Distributor and upon written approval by Company;

     h. European CE Mark  Certification.  Cooperate  with and assist  Company in
confirming  and/or  certifying that the Products meet the CE Mark  certification
requirements for sales of Products in the European Union;

     i. Notification of Defects. Notify Company promptly of any known defects or
other technical problems concerning the installation, use, or performance of the
Products  pursuant  to Section 4, and  provide on the  fifteenth  (I 5th) day of
after the last day of each calendar year quarter the Sales and Marketing Reports
and any other reports developed and mutually agreed upon by the Parties;

     j.  Notification of Evaluation.  Notify  Company,  prior to any discussion,
sales or other distribution of Products, of any contact with or from academia or
regulatory  agencies of any government in the Territory  (other than contacts or
sales  made to or with  either of them  solely as a  Customer),  and  obtain the
written consent of Company prior to selling or otherwise  providing  Products to
any entity  which  Master  Distributor  knows or should know  intends to publish
material or  information  which  describes or evaluates any of the Products,  or
parts thereof;

     k. Payment of Amounts  Due.  Promptly pay when due, all monies owed Company
pursuant to the terms of this Agreement;

     l. Intellectual Property Search. Conduct, prior to distribution of Products
and at its sole expense, a diligent search of the patent,  trademark,  copyright
and all other intellectual property records, whether such rights exist at common
law or by statute, in all nations and states within the Territory to or in which
the Products will be distributed,  except for the United States, to determine if
the  sale of the  Products  in  those  nations  or  states  would  infringe  any
proprietary  rights of third parties  therein,  and provide a copy of the search
results to Company;  and Master Distributor shall not distribute  Products in or
to those nations or states without the prior written approval of Company; and

     m. Notification of Infringement.  Promptly notify Company in writing of any
potential  (based on the search  described in the  preceding  paragraph  (1)) or
alleged  infringement of, or any alleged  infringement of the property rights of
another by, the  Products in any nation or state in the  Territory,  giving full
information in regard to such potential and/or alleged  infringement and any and
all legal  proceedings  or claims  which may have been or may be brought or made
relating to such alleged infringement; and Master Distributor shall not respond,
contest,  settle,  or otherwise  conduct such  proceeding  or handle such claims
without prior  consultation  with and written  approval  from Company,  unless a
response  is  necessary  to avoid  compromising  the  rights of  Company in such
proceedings or with regard to such claims.

     5.2  Limitations  on Activities of Master  Distributor.  During the Term of
this Agreement, Master Distributor agrees and covenants as follows:

     a. No  Competition.  During the term of this  Agreement and for a period of
two (2) years following termination,  for any reason, of this Agreement,  Master
Distributor  shall not, either  directly or indirectly,  on its own behalf or on
behalf of others,  engage in the  manufacture,  distribution,  or service of any
Competing  Products,  nor shall it assist,  engage in, or  represent a Competing
Business.

     b. No  Repackaging.  Master  Distributor  and  Sub-Distributors  shall  not
obfuscate,  modify or discard the packaging of, or repackage in any respect, the
Products.

     C. No Unauthorized  Advertising.  Master  Distributor and  Sub-Distributors
shall not advertise, market, or promote in any manner the Products without prior
consultation with and written approval of Company.

     5.3  Standard of  Performance.  Master  Distributor  agrees to use its best
efforts  to  perform  each  of its  duties  and  obligations  described  in this
Agreement  in a  commercially  reasonable  manner that  preserves  and  protects
Company's business reputation and Intellectual Property rights in the Territory.

     5.4 Survival of  Obligations.  The duties and obligations set forth in this
Section shall survive the termination of this Agreement for whatever reason.

     5.5 No Solicitation of Employees. During the term of this Agreement and for
a  period  of one  (1)  year  following  termination,  for any  reason,  of this
Agreement,  Master  Distributor will not, either directly or indirectly,  on its
own behalf or on behalf of others, solicit,  divert, or hire away, or attempt to
solicit,  divert, or hire away any person employed by Company at any time during
the Term,  whether or not such person is a full-time  or  part-time  employee of
Company,  and whether or not such employment is pursuant to a written agreement,
is for a determined period, or is at will.

6. PRICE AND PAYMENT.

     6.1 Price and  Payment.  Company  agrees to supply the  Products  to Master
Distributor  at the  prices  specified  in the Price  List;  provided,  however,
Company  may only modify the prices  reflected  on the Price List as provided in
Section  6.4,  below.  Master  Distributor  agrees to pay Company  for  Products
ordered hereunder as follows:

     a. Quarterly  Prepaid Purchase  Deposits.  Master  Distributor shall pay to
Company,  in cash or  immediately  available  funds,  on the  first  day of each
calendar  quarter  during  the Term of this  Agreement,  the full  amount of the
Quarterly Prepaid Purchase Deposit for that quarter as specified on the schedule
attached hereto as Exhibit 2 (each a "PPD" and collectively  the "PPDs"),  which
shall be credited by Company toward purchases of Products by Master  Distributor
upon actual shipment(s) of Products.  The PPDs for each of the calendar quarters
in 1997  shall be agreed and signed by the  Parties  on or before  December  15,
1996, and both parties covenant and agree to negotiate in good faith the amounts
of such  second-year  PPDS. The Parties further agree that the PPDs for the year
1997,  when  agreed and  incorporated  into a writing  signed by the  Parties as
provided  herein,  shall constitute an amendment to Exhibit 2 and a part thereof
for all purposes hereunder.

     b. Refunds of Quarterly PPD.  Within fifteen (15) days following the end of
each  calendar year during the Term,  Company shall provide a written  report to
Master  Distributor  of the  cost  and  amount  of  Product  ordered  by  Master
Distributor  hereunder  during such calendar year (the "Report  Year").  Company
agrees that, if the cost of Products  ordered by Master  Distributor  during the
Report Year is less than the total  amount of PPDs paid during the Report  Year,
Company will refund to Master  Distributor,  on or before January 30 of the year
next following the Report Year,  the amount of the  difference  between the PPDs
for such  year  and the  orders  for such  year,  less  the full  amount  of the
applicable PPD for the quarter first following the close of the Report Year. The
Parties agree that,  except as expressly  provided herein,  no amount of any PPD
shall be refunded by Company to Master Distributor.

     C. Additional  Orders.  For orders of Products  which,  during any calendar
quarter,  exceed in value the PPD for such quarter, Master Distributor shall pay
Company  pursuant  to  prices  set  forth  on the  then-current  Price  List for
Products.

     Reduction of Obligation  to Pay PPDS.  The Parties agree that the amount of
the PPD for a quarter  shall be  automatically  reduced by  twenty-five  percent
(25%) if Company is not certified to use the CE Mark  certification  during such
quarter;  provided,  however, the PPD for the first quarter of 1996 shall not be
so reduced unless Company shall fail to obtain the CE Mark  certification  prior
to March 1, 1996;  provided,  further as to any subsequent calendar quarter, the
PPD for any such quarter shall be paid in full for such quarter,  immediately in
arrears, if the CE Mark  certification,  although not certified at the beginning
of such quarter, is obtained by the close of the first month of such quarter.

     Termination for Late Payment. In the event Master Distributor shall, at any
time,  fail to pay when due any PPD or any  amounts  due to  Company  under this
Agreement, Company may terminate this Agreement.

     6.4 Price Changes.  Company shall have the right to change, at any time and
from time to time, the price(s) charged for Products during the Term;  provided,
however,  Company  agrees not to change such  prices  during the first year this
Agreement  is in  effect,  except to pass on to Master  Distributor  the  actual
increase  in the cost to  Company  for the  Products,  or for the  materials  or
sub-components to be included in Products, to be purchased by Master Distributor
(hereinafter,  a "Cost Increase").  Company agrees to provide Master Distributor
with ninety (90) days prior written notice of the effective date of any increase
in the prices charged for Products (the "Price Change Notice  Period").  In such
case, the purchase price of Products ordered under a Purchase Order and accepted
by Company (as  provided  herein)  prior to the  commencement  of a Price Change
Notice Period  requesting  delivery of all or a part of such Products during the
Price Change  Notice  Period shall be the purchase  price in effect prior to the
effective  date of such price  change for that  portion of the  Products  with a
requested  delivery date within the Price Change Notice  Period,  whether or not
delivered  prior to the  effective  date of the price  change,  and shall be the
price as changed for any such Products with a requested  delivery date after the
Price Change Notice Period.

7. PRODUCT ORDERS and DELIVERY.

     7.1 Orders.  Master  Distributor  shall order  Products  only on  Company's
then-current  Purchase  Order,  and no purchase terms other than as contained in
the Purchase Order or in this  Agreement  shall apply to the sale or purchase of
Products hereunder unless agreed in writing by the Parties.

     7.2 Quarterly Orders. Master Distributor shall provide Company, at the time
of payment of the Quarterly PPD, with completed  Purchase Orders for Products to
be delivered  during that quarter,  and the value of such orders  (calculated by
multiplying the quantity of Products  ordered by their respective price per item
listed on Exhibit 1) shall be  credited  against the PPD for such  quarter  upon
delivery to Master  Distributor  as provided  herein.  Orders during any quarter
which exceed in value the amount of the PPD  applicable to that quarter shall be
paid by Master  Distributor-  within  thirty days from the invoice date for such
Products,  and Master Distributor shall not be allowed to credit such additional
purchases  against  future PPDs unless  expressly  provided  herein or otherwise
agreed by Company in writing.

     7.3  Packing and  Packaging.  The  Products  shall be packed and shipped by
Company in accordance with Company's  standard packaging  procedures;  provided,
however,  the packaging of the Products may bear Master  Distributor's  name and
design(s) (as provided by Master  Distributor to Company in camera-ready  form),
so long as the same shall be mutually acceptable to the Parties.

     7.4 Acceptance of Orders.  All Product  Purchase Orders submitted by Master
Distributor  shall be  subject  to  acceptance  and  approval,  in writing or by
shipment of the Products ordered, by Company at its principal place of business.
Orders shall not be binding  until the earlier of such  acceptance  or shipment,
but only as to the portion of the Purchase Order actually shipped. Company shall
not be  liable  for  any  delays  in the  delivery  of the  products  to  Master
Distributor,  Sub-Distributors,  or Customers that result from Force Majeure (as
defined hereinbelow).

     7.5 Cancellation of Order. Product orders or portions of Product orders may
not be canceled by Master  Distributor  unless written notice of cancellation is
actually received by Company prior to initiation of the manufacturing process by
Company or shipment of ordered Products to Company by Company's supplier(s).

     7.6  Inspection  by Master  Distributor.  The Master  Distributor  shall be
obligated to inspect all Products  upon arrival at the first storage or delivery
point after the same are placed on Master Distributor's  carrier at the shipping
point,  and Master  Distributor  shall,  within ten (10) days of arrival at such
storage  or  delivery  point,  give  written  notice to Company of any claim for
non-conformity,  damages or shortages.  If Master Distributor fails to give such
notice or to obtain an extension in writing from Company prior to the expiration
of such ten (10) day period, the Products shall be deemed to be accepted.

     Modifications or  Substitutions.  Company reserves the right at any time to
make changes to the Products whenever Company  reasonably  believes such changes
will  facilitate the  performance  of the Products or represent  non-substantial
substitutions or modifications not adversely affecting such performance.

     Taxes and Other Charges.  Master  Distributor  agrees to pay, collect,  and
remit on the dates when they are due all value-added,  sales, use, property, and
other taxes,  duties, and assessments  imposed by any governmental agency in the
Territory in respect to the Products,  other than income or similar  withholding
taxes  imposed upon Company by any  governmental  agency of the  Territory,  and
Master  Distributor  agrees to indemnify and hold Company  harmless  against any
such  liabilities,  including  such fines and costs as may be  incurred  for the
failure to pay such taxes, duties, and assessments.

     7.9  Compliance  with  Export  and  Import  Laws and  Requirements.  Master
Distributor  agrees to comply fully with all applicable  export and import laws,
regulations,   and  orders  of  the  United  States  and  each  other  political
subdivision of the Territory and to adopt such policies and procedures as may be
required to comply with such laws, regulations, and orders.  Notwithstanding any
other provisions of this Agreement,  Master  Distributor agrees not to export or
allow trans-shipment or otherwise make the Products available to any third party
within the Territory if Master  Distributor  knows, or has reasonable grounds to
suspect,  that such third  party is planning to use or  otherwise  transfer  the
Products  in  violation  of such export  laws,  regulations,  or orders.  All of
Company's  obligations  under this  Agreement  shall be subject to the grant and
effectiveness  of  all  necessary  United  States  export   authorizations   and
approvals.

     7.10 Shipment and Risk of Loss. All Products to be sold hereunder  shall be
sold F.O.B. (as defined in the Uniform  Commercial Code,  Article 2, as in force
under the laws of the State of South Carolina)  Company's  docks,  and Company's
sole obligation as to such delivery shall be to make such Products  available to
a  carrier  designated  by  Master  Distributor.  Risk of loss for  Products  so
delivered  shall pass when they are  handled by the said  carrier in  connection
with such delivery.

     7.11 Title to the Products shall not pass to Master Distributor,  but shall
be retained by Company, until payment in full for the Products has been received
by Company from Master Distributor.

          Delivery.  Company  shall use its  reasonable  efforts to  accommodate
     Master  Distributor's  requests  to deliver  the  Products  on the  date(s)
     requested by Master Distributor; provided, however, and notwithstanding the
     foregoing or any other term of this  Agreement  or of the  Purchase  Order,
     Company reserves the right to make partial deliveries of Products from time
     to time prior to the requested  delivery date.  Each delivery which Company
     shall make of Products in response  to accepted  Purchase  Orders  shall be
     regarded  as a separate  contract  of sale and no one  default in  delivery
     shall be cause for  terminating  the  relationship of the Parties under the
     Agreement.

8. PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY.

          8.1 License, Confidentiality and Non-Disclosure Agreement. In order to
     protect the proprietary  information and intellectual  property of Company,
     Master   Distributor   and   Company   agree  to   execute   the   License,
     Confidentiality  and Non-Disclosure  Agreement attached hereto as Exhibit 6
     and expressly  incorporated  herein.  The termination of this Agreement for
     any reason  whatsoever  shall not affect,  alter or terminate  the License,
     Confidentiality  and  Non-Disclosure   Agreement  other  than  the  License
     contained therein whereby Master  Distributor may use certain Marks,  which
     shall automatically terminate along with this Agreement.

9. TERM AND TERMINATION

          9.1 Term of Agreement. The initial term of this Agreement shall be for
     a period of two (2) years  from the  effective  date of  execution  of this
     Agreement (the "Initial Term"); provided, however, this Agreement shall be
     automatically  renewed,  but only upon terms and  conditions to be mutually
     negotiated and agreed by the parties,  for an additional  period of two (2)
     years following the expiration of the Initial Term, unless (i) either party
     shall give to the other party written  notice of its intention to terminate
     this  Agreement  no fewer  than  thirty  (30) days  prior to the end of the
     Initial Term, 1-5, 1996,  this Agreement is earlier  terminated as provided
     herein.

          9.2  Termination  by Company.  Notwithstanding  the provisions of this
     Article,  Company may  terminate  this  Agreement  at any time by providing
     Master  Distributor  not less than fifteen (15) days prior  written  notice
     thereof,  and  thirty (3 0) days  opportunity  to cure the same,  after the
     occurrence of any of the following events:

          a. Failure to Pay.  Failure to pay any and all amounts due,  including
     without limitation, any Quarterly PPD;

          b.  Failure to Report.  Failure to  promptly  prepare  and  deliver to
     Company the reports to be provided pursuant to this Agreement;

          c. Insolvency.  Master Distributor, or its parent company, is declared
     or  acknowledges  that it is insolvent  or is  otherwise  unable to pay its
     debts as they become due;  upon the filing of any  proceeding by or against
     Master  Distributor,  whether  voluntary or  involuntary,  for  bankruptcy,
     insolvency,   relief   from   creditors,    arrangement,    reorganization,
     composition,   receivership  or  similar  relief  under  the  laws  of  any
     government  in the  Territory;  or upon the  appointment  of a receiver  or
     manager in respect to any part of Master Distributor's business;

          d. Sale of  Business.  Master  Distributor  enters into any  agreement
     relating to the acquisition of Master  Distributor of all or  substantially
     all of its assets by an  unaffiliated  third  party,  or a majority  of the
     equity interest in Master Distributor is sold or otherwise transferred to a
     third party which is not an Affiliate of Master Distributor;

          e. Assignment of Master Distributorship. Master Distributor assigns or
     transfers  this  Agreement  or any of its rights or  obligations  hereunder
     without Company's prior written consent; or

          f. Violation of Material  Provision.  Master Distributor  violates any
     other material  provision of this Agreement or of the  Confidentiality  and
     Non-Disclosure Agreement.

          g.  Failure to Agree.  The Parties  fail to reach  agreement as to the
     PPDs for the year 1997 on or before  December  15,  1996,  as  provided  in
     Section 6.l.a, above.

     9.3 Termination by Master  Distributor.  Notwithstanding  the provisions of
this Agreement,  Master  Distributor may terminate this Agreement at any time by
providing  Company not less than fifteen (I 5) days prior written notice thereof
and thirty  (30) days  opportunity  to cure the same (and  provided  that Master
Distributor  is not then in breach of this  Agreement),  after the occurrence of
any of the following events:

     a. Failure to Deliver  Products.  Subject to the other terms and conditions
of this Agreement  concerning delivery of Products,  if Company fails to deliver
Products ordered by Master  Distributor  within sixty (60) days of acceptance of
the Purchase Order for the same by Company.

     b. If Company is declared or  acknowledges  in writing that it is insolvent
or I otherwise  unable to pay its debts as they  become due;  upon the filing of
any proceeding,  whether voluntary or involuntary,  for bankruptcy,  insolvency,
relief from creditors, arrangement, reorganization, composition, receivership or
similar  relief  under  federal  or state  laws;  or upon the  appointment  of a
receiver or manager in respect to any part of its business;

     c. Violation of Material Provision. Company violates any material provision
of this Agreement,  which is not cured within a reasonable  period of time after
written notice from Master Distributor to Company.

     d. Failure to Agree The Parties fail to reach  agreement as to the PPDs for
the year 1997 on or before  December  15,  1996,  as provided in Section  6.1.a,
above.


     9.4 Actions Following  Termination.  Upon termination of this Agreement for
any reason,  the Parties  agree to continue  cooperating  with each other and to
carry out an orderly termination of their relations, as follows:

     a. Master  Distributor's  Agreement.  Master Distributor  agrees, not later
than  ten  (10)  days  following  the  effective  date of such  termination,  to
immediately provide Company with all outstanding Sales and Marketing Reports and
payments  due  hereunder,  to  immediately  cease  continued  marketing  of  the
Products,  and to return  to  Company  all  Products,  Proprietary  Information,
Intellectual Property, promotional or other materials, and all other information
of Company,  proprietary  or otherwise,  in Master  Distributor's  possession or
under  its or its  Affiliates'  control;  provided,  however,  any  Product  not
repurchased  by  Company  hereunder  upon  termination  may be  sold  by  Master
Distributor  pursuant  to the terms of this  Agreement,  so long as  Company  is
provided a reasonable time to determine whether to repurchase such Products.

     b.  Company's  Actions.  Company agrees to allow the return of any Products
delivered  to Master  Distributor  and for  which  Master  Distributor  has paid
Company,  so  long  as the  said  Products  to be  returned  represent  Products
purchased  in  excess  of the  value  of  the  aggregate  PPDs  paid  by  Master
Distributor up until the time of  termination;  and in such event Company agrees
to promptly refund to Master  Distributor  (less costs of shipping and handling)
the amounts  actually  paid by Master  Distributor  to Company for such returned
Products,  so long as the same  are  returned  by  Master  Distributor  in their
original  packaging,  unaltered,  unused,  and with no fewer than six (6) months
remaining until the date of expiration printed on the Product packaging.

     9.5 Refunds and Restocking Charges:

     a. Restocking- Charges.  Upon termination of this Agreement for any reason,
Master  Distributor agrees to pay to Company a restocking charge equal to twenty
percent  (20%) of the value of (i) any Product in  Company's  inventory  that is
packaged using Master Distributor's name or Marks, and (ii) any Product returned
by Master Distributor under Section 9.4.b. In connection therewith,  the Parties
agree that the restocking charge described above (A) represents a sum reasonably
calculated to cover the cost to Company of repackaging  and restocking  affected
units of Product for sale by Company,  and not a penalty or liquidated  damages,
(B) shall be based upon the actual  cost to Master  Distributor  of  Products as
determined by the then current Price List,  (C) shall be paid  immediately  upon
calculation  by Company and may be deducted by Company  from and set off against
any sums due to Master  Distributor  from Company under this Agreement,  and (D)
shall be due to Company in  addition to any other  sums,  if any,  due by Master
Distributor to Company at the time such charge is assessed.

     b.  Refunds of Quarterly  PPD Upon  Termination.  Within  fifteen (15) days
following the  termination  of this  Agreement,  Company shall provide a written
report to Master Distributor of the cost and amount of Product ordered by Master
Distributor  hereunder during the calendar year in which such termination  takes
effect (the " Termination  Report  Year").  Company  agrees that, if the cost of
Products  ordered by Master  Distributor  during the Termination  Report Year is
less than the total  amount of PPDs paid  during the  Termination  Report  Year,
Company will refund to Master  Distributor,  within thirty (30) days thereafter,
the amount of the  difference  between the PPDs for such year and the orders for
such year, less any applicable Restocking Charges.

     9.6 Continuing Obligation.  No termination of this Agreement for any reason
whatsoever shall affect the continuing  obligations of Master  Distributor under
any provisions of this Agreement  relating to indemnification of Company for the
proprietary  or  confidential  nature  of the  information  provided  to  Master
Distributor by Company or under the License,  Confidentiality and Non-Disclosure
Agreement.  The  Parties  agree  that  the  provisions  of  this  Paragraph  are
reasonable  and  necessary  to  protect  the  interest  of  Company  and  Master
Distributor.

     9.7 Liability on Termination Company shall not have any liability to Master
Distributor solely by reason of the termination of this Agreement including, but
not  limited  to, any  liability  or  obligation,  statutory  or  otherwise,  to
compensate or reimburse Master Distributor for any indemnity, claims, or damages
whatsoever  including,  but not limited to,  claims  relating to lost revenue or
lost profits or reimbursement of any expenditures,  investments,  leasehold,  or
employment  obligations,  or other continuing commitments incurred by such party
in the performance of its duties or obligations  hereunder.  Master  Distributor
hereby expressly waives all indemnities,  compensations,  and similar claims, to
which it might otherwise be entitled under applicable law of any nation or state
in the Territory, agrees to indemnify and hold Company, its officers, directors,
agents  and   employees,   harmless  from  and  against  all  claims  of  Master
Distributor's officers, employees, agents and Sub-Distributors for compensation,
commissions,  severance,  social security, or other similar payments, and agrees
to  withdraw  promptly  as  the  registered  distributor  of  Company  from  the
commercial  registry in each jurisdiction within the Territory and agrees not to
so register thereafter.

10. INDEMNIFICATION

     10.1 Indemnification by Master Distributor. Without limiting any other duty
of  indemnification  contained in this Agreement,  Master  Distributor agrees to
indemnify  and  hold  harmless  Company  and its  Affiliates,  and any of  their
officers, employees, directors and agents, from and against any and all damages,
claims, liabilities, costs, and expenses, including attorney's fees, arising out
of (i) any  misrepresentations by Master Distributor or  Sub-Distributor(s)  and
their  respective  officers,  agents or employees,  (ii) any violation by Master
Distributor  or  Sub-Distributor(s)  of any of the material  provisions  of this
Agreement,  (iii) any  wrongful or  intentional  act or omissions on the part of
Master Distributor or Sub-Distributor(s)  and their respective officers,  agents
or  employees,  or (iv) any  action  based on the  infringement  of any  patent,
trademark or copyright in any jurisdiction within the Territory.

     10.2  Indemnification  by Company.  Company  agrees to  indemnify  and hold
harmless  Master  Distributor  and its  Affiliates,  and any of their  officers,
agents  directors and employees,  from and against any and all damages,  claims,
liabilities,  costs, and expenses with respect to (i) any  misrepresentations by
Company or its officers,  agents or employees with respect to the Products, (ii)
any violation by Company of any of the material provisions of this Agreement.

GENERAL PROVISIONS.

     11.1 Complete  Agreement/Incorporation  of Exhibits.  This  Agreement  sets
forth the entire  understanding  between the Parties  hereto with respect to the
subject  matter hereof.  All Exhibits to this  Agreement  referred to herein are
incorporated by reference.  This Agreement  merges all previous  discussions and
negotiations  between the Parties or the named  Guarantors of this Agreement and
supersedes  and  replaces any and every other  agreement  which may have existed
between Company and Master Distributor,  including the Letter of Intent executed
on or about December 12, 1995, the Non-Disclosure and Confidentiality  Agreement
executed  on or about  September  1,  1994,  and the  Confidentiality  Agreement
executed  on or about  October  11,  1995,  by and  between  Company  and Master
Distributor.

     11.2  Modification  or  Amendment.  Any  modification  or  amendment of any
provision of this  Agreement  must be in writing and bear the  signatures of the
duly authorized  representative of both Parties and both Guarantors,  unless any
such modification is expressly permitted to be made by one of the Parties.

     11.3 No Implied  Waivers.  Failure of either Party to exercise any right or
option that is granted herein,  or to require the performance by the other Party
hereto of any provision of this Agreement,  or the waiver by either party of any
breach of this Agreement, shall not prevent a subsequent exercise or enforcement
of such provision or be deemed a waiver of any subsequent  breach of the same or
any other provision of the Agreement.

     11.4  Assignability.  Master Distributor shall not sell, assign,  transfer,
convey,  delegate,  or encumber  its duties and  obligations  hereunder,  or any
rights or  interest  hereunder,  and shall not  suffer or permit  any  voluntary
assignment or transfer or encumbrance thereof, by operation of law or otherwise,
without the prior  written  consent of Company.  Company  reserves  the right to
assign this Assignment or any of its duties,  obligations,  rights,  or interest
hereunder to any direct or indirect subsidiary or Affiliate of Company.

     Notice.   All   notices,   requests,   reports,   submissions,   and  other
communications  permitted or required to be given under this Agreement  shall be
in the English  language  and shall be deemed to be duly given if such notice or
communication  shall be in writing and received by the Parties at the  following
addresses  until such time as either  Party  hereto  shall given the other party
written notice of a change of address in accordance with the provisions hereof.

         If to Company:

                         Envirometrics Products Company
                    Attn.: Walter H. Elliott, III, President
                              10 1 9 Bankton Drive
                        Charleston, South Carolina 29406
                             Facsimile: 803-740-1721

         With a copy to:

                  Timothy D. Scrantom, Esquire
                  Ten State Street, LLP
                  10 State Street
                  Charleston, SC 29401
                  Facsimile: 803-937-4310

         If to Master Distributor:

                            Zellweger Analytics, Inc.
             Attn.: Mr. Jon McAlear, President 405 Barclay Boulevard
                             Lincolnshire, IL 60069
                                   Facsimile:

     Conformity  With Local  Laws.  The rights and  obligations  of the  Parties
hereunder are subject to all applicable  laws,  orders,  and  regulations of the
various  governmental  authorities having  jurisdiction over the Parties. In the
event that any of the foregoing  shall result in a modification or alteration of
this Agreement,  either Party hereto may request that this Agreement be modified
with respect  thereto,  to the mutual  satisfaction  of the Parties  hereto,  or
either party may, in its sole discretion, terminate this Agreement.

     Compliance  with  Foreign  Corrupt  Practices  Act and Boycott  Laws Master
Distributor  agrees to comply fully with all applicable laws,  regulations,  and
orders  promulgated  by  the  United  States  pursuant  to the  Foreign  Corrupt
Practices   Act,  any  United  States   Boycott  Laws,  and  the  United  States
Anti-Boycott  Laws,  as the same may be amended from time to time,  and to adopt
such  policies  and  procedures  as may be  required  to comply  with such laws,
regulations, and orders. Notwithstanding any other provisions of this Agreement,
Master Distributor agrees not to export or otherwise make the Products available
to any third party if Master  Distributor  knows,  or has reasonable  grounds to
suspect, that such third party has conducted, is conducting, or will conduct its
business in the  Territory  in  violation  of the laws,  regulations,  or orders
promulgated by the United States pursuant to the Foreign  Corrupt  Practices Act
or other applicable United States laws.

     Governing Law: Jurisdiction and Venue. This agreement shall be governed and
construed in accordance  with the laws of the State of South Carolina and of the
United  States,  including any  applicable  treaties or conventions to which the
United States is a party, but excepting any South Carolina or United States rule
which would result in the  application of the law of a  jurisdiction  other than
the State of South Carolina;  provided, however, that any and all disputes under
this Agreement are expressly  submitted to arbitration as described in paragraph
II. II below in  reliance on 9 U.S.C.  Sections  1-14,  as amended  from time to
time,  and in reliance on  enforcement  of any  arbitral  award  pursuant to the
Convention on Recognition and Enforcement of Foreign  Arbitration Awards of June
10, 1958, as codified at 9 U.S.C. Sections 201-208.

Arbitration

     a. Location Rules:  Binding  Decision.  Without limiting the application of
any dispute settlement  provisions contained in the Exhibits hereto, the Parties
agree that all disputes,  controversies  or differences  which may arise between
the parties out of or in relation to or in connection  with this Agreement shall
be finally settled by arbitration to be held in Atlanta, Georgia, United States,
in accordance with the Rules of the American Arbitration Association,  New York,
New York,  United States,  before a single  arbitrator  appointed by the Parties
from among the members of the  National  Panel of  Arbitrators  of the  American
Arbitration  Association.  If the Parties  are unable to agree on an  arbitrator
within thirty (30) days  following  receipt of a notice to submit to arbitration
sent as  provided  in this  Agreement,  the  Parties  expressly  agree that such
arbitrator shall be chosen by the Chief Judge of the U.S. Federal District Court
for the  Northern  District  of  Georgia,  Atlanta  Division.  To the extent not
inconsistent with the Rules of the American Arbitration Association,  the United
States federal rules of civil  procedure  shall apply to such  proceedings.  The
determinations  of such arbitrator will be final and binding upon the parties to
this  Agreement,  and judgment upon the award  rendered by the arbitrator may be
entered in any court having  jurisdiction  and  application  may be made to such
court for a judicial acceptance of the award and an order of enforcement, as the
case may be.  Each Party shall bear its own costs of the  arbitration  and shall
equally bear the costs of the arbitrator.

     b. Stipulation of Submission.  The parties hereto stipulate that submission
of disputes to  arbitration  as provided in  sub-paragraph  11.11(a)  hereof and
arbitration pursuant thereto shall be a condition precedent to any suit, action,
or proceeding instituted in any court or before any administrative tribunal with
respect to this Agreement. The arbitration provisions hereof shall, with respect
to any  controversy  or  dispute  arising  out of this  Agreement,  survive  the
termination or expiration of this Agreement.

     11.10  Force  Majeure.  The Parties  hereto  shall be not be liable for any
failure to perform any of their duties and  obligations  under this Agreement if
such  failure is caused by the  occurrence  of any event  beyond the  reasonable
control of such party, including,  without limitation,  fire, flood, strikes and
other  industrial  disputes,  failure of raw  material  suppliers  or  equipment
manufacturers,  accidents, wars, riots, insurrections, acts of God, or orders of
any  government  department or agency;  provided,  however,  performance  by the
affected Party shall only be suspended (a) for such time as the unforeseen event
prevents  performance of the party's duties and obligations  hereunder and, upon
cessation  of  the  unforeseen  event,  the  party  shall   immediately   resume
performance  under  this  Agreement,   or  (b)  for  six  (6)  months  from  the
commencement  of the  unforeseen  event  after  which  this  Agreement  shall be
terminated and the Parties shall have the obligations set forth in Article 9.

     11.11 Severability.  If any provision of this Agreement is determined to be
in violation of any applicable law or otherwise invalid or un-enforceable,  such
provision shall, to such extent as it shall be determined to be legal,  invalid,
or  un-enforceable  under such law, be deemed null and void,  but this Agreement
shall otherwise remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized  representatives  as of the day and year first
written above.

                          MASTER DISTRIBUTOR:  ZELLWEGER
                                 ANALYTICS, INC.

                                       By:

                                      Its:
ATTEST:

Corporate Secretary
                    COMPANY: ENVIROMETRICS PRODUCTS COMPANY


                                       By:
                       Walter H. Elliott, III, President
ATTEST:

Corporate Secretary

<PAGE>
<TABLE>
<CAPTION>


                                    Exhibit I
                          Air Chem Technologies (ACTTM)
                             Product and Price List
<S>               <C>        <C>                     <C>        <C>             <C>                 <C>

                                                     Units Per     Suggested    Master Distributor  Master Distributor
Product           Catalog    Type                    Package    User List Price  Discount %             Cost
-------           -------    ----                    -------    --------------- ----------              ----

Formaldehyde      403202100  Qualitative PEL 8hr          20          180.00/box       25/25          101.25
                  403202101  Quantitative PEL 8hr         10          300.00/box       25/25          168.75
                  403202102  Quantitative STEL 15min      10          300.00/box       25/25          168.75
                  403202105  Qualitative PEL 8 hr          5           80.00/box       25/25           45.00
Hydrogen Sulfide  403202200  Qualitative STEL 15 min      20          180.00/box       25/25          101.25
                  403202201  Quantitative PEL 8hr         10          300.00/box       25/25          168.75
                  403202202  Quantitative STEL 15 min     10          300.00/box       25/25          168.75
                  403202205  Qualitative PEL 8hr           5           80.00/box       25/25           45.00
Glutaraldehyde    403202300  Qualitative PEL 8hr          20          180.00/box       25/25          101.25
                  403202305  Qualitative PEL 8 hr          5           80.00/box       25/25           45.00
Ammonia           403202400  Qualitative STEL 15 min      20          180.00/box       25/25          101.25
                  403202402  Quantitative STEL 15 min     10          300.00/box       25/25          168.75
                  403202405  Qualitative STEL 15 min       5           80.00/box       25/25           45.00
Carbon Monoxide   403202500  Qualitative Ceiling 15 min   20          180.00/box       25/25          101.25
                  403202501  Quantitative PEL 8 hr        10          300.00/box       25/25          168.75
                  403202502  Quantitative Ceiling 15 min  10          300.00/box       25/25          168.75
                  403202505  Qualitative Ceiling 15 min    5           80.00/box       25/25           45.00
Ethylene Oxide    403202601  Quantitative PEL 8 hr        10          300.00/box       25/25          168.75
                  403202602  Quantitative Ceiling 15 min  10          300.00/box       25/25          168.75
Chlorine          403202700  Qualitative STEL 15 min      20          180.00/box       25/25          101.25
                  403202701  Quantitative PEL 8 hr        10          300.00/box       25/25          168.75
                  403202702  Quantitative STEL 15 min     10          300.00/box       25/25          168.75
                  403202704  Qualitative PEL 8 hr         20          180.00/box       25/25          101.25
                  403202705  Qualitative STEL 15 min       5           80.00/box       25/25           45.00
                  403202706  Qualitative PEL 8 hr          5           80.00/box       25/25           45.00
Sulfur Dioxide    403202900  Qualitative STEL 15 min      20          180.00/box       25/25          101.25
                  403202901  Quantitative PEL 8 hr        10          300.00/box       25/25          168.75
                  403202902  Quantitative STEL 15 min     10          300.00/box       25/25          168.75
                  403202904  Qualitative PEL 8 hr         20          180.00/box       25/25          101.25
                  403202905  Qualitative STEL 15 min       5           80.00/box       25/25           45.00
                  403202906  Qualitative PEL 8 hr          5           80.00/box       25/25           45.00
Nitrogen Dioxide  403203100  Qualitative STEL 15 min      20          180.00/box       25/25          101.25
                  403203101  Quantitative PEL 8 hr        10          300.00/box       25/25          168.75
                  403203102  Quantitative STEL 15 min     10          300.00/box       25/25          168.75
                  403203105  Qualitative STEL 15 min       5           80.00/box       25/25           45.00
Methyl Ethyl Keton403203201  Quantitative PEL 8 hr        10          300.00/box       25/25          168.75
ACT Electronic    403215000  Includes charger, software             12000.00ea         25/25         1125.00
   Reader                      and Data Cables
ACT Field Case    401910303                                1          200.00 ea        25/25          125.50
ACT Starter Kit   403201600  Includes 50 record sheets,    1           20.00ea         25/25           11.25
                             5 collar clips, 1 permanent marker
ACT Collar Clips  403204001                                5            5.00/pack      25/25            2.81
</TABLE>

                                                    EXHIBIT 2


                                     1996 Quarterly Prepaid Purchase Deposits

                                    1996 QUARTER            QUARTERLY DEPOSIT

                                    1                           $101,250.00

                                    2                           $135,000.00

                                    3                           $202,500.00

                                    4                           $236,250.00


                                   EXHIBIT 3

                                 SALES ACTIVITY

                             U.S. SALES BY TERRITORY
                                       AND
                         INTERNATIONAL SALES BY COUNTRY

SALES REPS/COUNTRY   PRESENTATIONS    DEMOS    EVALUATIONS     SALES


                                   EXHIBIT 3

                                PRODUCT TRACKING

                           U.S. & INTERNATIONAL SALES

SALES REPS/COUNTRY  PRESENTATIONS     DEMOS   EVALUATIONS      SALES







 STATE OF SOUTH CAROLINA

COUNTY OF CHARLESTON

           LICENSE, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

     THIS  AGREEMENT (the  "Agreement')  is effective as of the 1st' of January,
1996, by and between ENVIROMETRICS PRODUCTS COMPANY, a corporation organized and
existing  under the laws of South  Carolina  and having its  principal  place of
business at 1019 Bankton Drive,  Charleston,  South Carolina, 29406 (hereinafter
the "Company"),  and ZELLWEGER ANALYTICS, INC., a company organized and existing
under  the laws of  Texas,  and its  subsidiaries  and  affiliates,  having  its
principal place of business at 405 Barclay  Boulevard,  Lincolnshire,  Illinois,
60069 (hereinafter the "Master Distributor").

     WHEREAS,  the Company is engaged in the Business of the Company  throughout
the  United  States  and,  in the course of such  activities,  has  acquired  or
developed  certain  Trade  Secrets,  Confidential  Information  and  Proprietary
Information (as such terms are  hereinafter  defined) not generally known in the
Company's industry or otherwise;

     WHEREAS,  such Trade  Secrets,  Confidential  Information  and  Proprietary
Information provide the Company with a competitive  advantage in the marketplace
in which it competes;

     WHEREAS,  the Company and Master  Distributor  have  entered  into a Master
Distributorship Agreement, dated as of the date hereof, pursuant to which Master
Distributor  will promote,  market,  and sell Products to  Sub-Distributors  and
Customers  in the  Territory,  as is more  particularly  defined  in the  Master
Distributorship Agreement

     WHEREAS,  as a  result  of  the  execution  of the  Master  Distributorship
Agreement,  Master  Distributor  is  in  a  position  involving  the  trust  and
confidence of the Company and will receive access to the Companys Trade Secrets,
Confidential  Information and Proprietary  Information,  and, through the use of
Company facilities or resources,  may develop,  or contribute to the development
of,   additional  Trade  Secrets,   Confidential   Information  and  Proprietary
Information; and

     WHEREAS,  the  Company  and  Master  Distributor  are  entering  into  this
Agreement  in  order  to  protect  the  Company's  Trade  Secrets,  Confidential
Information and Proprietary Information.

     NOW   THEREFORE,   in   consideration   of  the  execution  of  the  Master
Distributorship Agreement, the mutual agreements contained herein and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

1. Definitions.

          (a) The ACT  Monitoring  Card System TM. The term "The ACT  Monitoring
     Card System TM means the system  composed of the ACT Electronic  Reader and
     the  Cards,  which  system  has  been  developed  and  is  currently  being
     distributed by the Company as part of the Business of Company.

          (b)  ACT Electronic Reader. The term "ACT Electronic Reader" means the
device produced by or on behalf of the Company to read the Cards.

          (c)  Business of Company.  The term  "Business  of Company"  means the
     research,  design,  development,  manufacture,  sale  and  service  of  air
     monitoring  and other  environmental  testing  technologies  and  products,
     including the Products.

          (d) Cards.  The term "Cards" means the cards  developed by the Company
     and  used  by  the  ACT  Electronic  Reader  to  perform  the  function  of
     quantitatively measuring elements present in the atmosphere,  and the cards
     used for qualitative measurement which are read visually.

          (e) Competing Business. 'Me term "Competing Business" means any person
     or entity in the same  business or  substantially  the same business as the
     Business of Company.

          (f) Competing  Product.  The term  "Competing  Product" means any good
     that performs substantially the same functions as either of the Cards.

          (g)  Confidential  Information.  The term  "Confidential  Information'
     means any and all data and information  relating to the business  conducted
     by the Company (whether constituting a Trade Secret or not) which is or has
     been disclosed to Master  Distributor or of which Master Distributor became
     aware as a  consequence  of or through his  relationship  with  Company and
     which  has  value  to  the  Company  and  is  not  generally  known  by its
     competitors;   provided,   however,   no   information   will   be   deemed
     "confidential"  unless  such  information  is  treated  by the  Company  as
     confidential.  Confidential  Information  shall  not  include  any  data or
     information  that has  been  voluntarily  disclosed  to the  public  by the
     Company  (except  where  such  public  disclosure  has been  made by Master
     Distributor or any other person or entity without  authorization),  or that
     has been independently developed and disclosed by others (except where such
     independent  development and disclosure has been made by Master Distributor
     or any other person or entity  without  authorization),  or that  otherwise
     enters the public domain through lawful means.

          (h)  Copyrights.  The term  "Copyrights"  means all original  works of
     authorship  including  literary,  artistic,  pictorial,  graphic  and other
     intellectual  works  owned or claimed by the Company  which are  registered
     with the United  States  Copyright  Office or the  copyright  office of any
     nation, state or political jurisdiction within the Territory,  are eligible
     to be so  registered,  or are entitled to  protection by and under the laws
     and treaties of the United States or the substantial equivalent laws of any
     political subdivision, nation and/or state within the Territory.

          i)  Customer.  The term  "Customer"  means any  end-user  of a Product
     "Intellectual   Property".  The  term  "Intellectual  Property"  means  the
     Copyrights,  Marks and  Patents,  collectively  or in  combination,  as the
     context suggests.

          (k)  Marks.  The term  "Marks"  means all  trade  names,  word  marks,
     trademarks, service marks and logos or designs (including any @e dress that
     is  susceptible  to  protection  under the laws of the United States or any
     other political  subdivision in the  Territory),  whether or not registered
     with the United States Patent and Trademark  Office or trademark  office or
     registry  of  any  nation,  state  or  political  jurisdiction  within  the
     Territory,  placed upon or used in connection  with the Business of Company
     or the sale,  distribution,  promotion and marketing of the Products or any
     other goods or  services  provided or  distributed  by Company,  including,
     without limitation,  "ACT and design," "Air-Chem  Technologies W" and "The
     ACT Monitoring Card System TM",  together with any and all other marks that
     may be developed  for use or are used in  connection  with the marketing or
     distribution  of the  Products or any other  goods or services  provided or
     distributed  by Company;  provided,  however,  the term  "Marks"  shall not
     include the trademarks and, which are owned by Master Distributor.

          (1) Master Distributorship  Agreement The term "Master Distributorship
     Agreement"  means that certain  Agreement by and between Company and Master
     Distributor dated as of the 1st day of January, 1996.

          (m) Patents. The term "Patents" means all inventions or letters patent
     owned or obtained by or on behalf of Company, and which are registered with
     the United  States  Patent  and  Trademark  Office or the patent  office or
     registry in any political subdivision,  nation or state in the Territory or
     are eligible for  registration  and/or other  protection under the laws and
     treaties of the United States or of any other political subdivision, nation
     or state in the Territory.

          (n) Products.  The term "Products"  means and includes the Products to
     be distributed by the Master  Distributor under the Master  Distributorship
     Agreement.

          (o)  Proprietary  Information.  The term  "Proprietary  Information"
     means  all of the  following  materials  and  information,  whether  or not
     patentable or protected or protectable, by copyright or equivalent design,
     registration  law or regulation existing from time to time with any part of
     the Territory, to which Master Distributor has received access or which
     Master Distributor  receives,  develops,  or has developed,  in whole or in
     part,  as a direct or  indirect  result of  performing  this  Agreement  or
     through the use of any of Company's facilities or resources:

               (i)  Production  processes,   quality  control  processes  and/or
          procedures,  marketing  techniques,  purchasing  information,  pricing
          policies,  quoting procedures,  financial information,  customer names
          and  requirements,  customer data and other  materials or  information
          relating to the manner in which Company does business;

               (ii) Discoveries, concepts and ideas, and the embodiment thereof,
          whether or not  patentable or subject to protection by a copyright,  I
          including,  without limitation, the nature and results of research and
          development   activities,    processes,   formulas,   techniques   and
          "know-how";

               (iii) Any other materials or information  related to the business
          or  activities  of  Company  which are not  generally  known to others
          engaged in similar business or activities;

               (iv) Trade Secrets, Confidential Information or other proprietary
          information  which  Company has acquired or may in the future  acquire
          from  any  third  party,  including,  without  limitation,   operating
          principles,   documentation,   drawings,   programs  and   performance
          specifications and results,  provided to Company by such third parties
          pursuant to agreements,  understandings and/or  acknowledgments to the
          effect  that  such  trade  secrets  and  confidential  or  proprietary
          information  provided to Company by such third  parties  (collectively
          "Third Party  Confidential  Information")  is the  proprietary  and/or
          confidential  information of such respective  third party and is to be
          treated by Company as if such  Third  Party  Confidential  Information
          were Company's Confidential Information.

     (p) Territory. The term "Territory" means the world.

     (q) Trade Secrets.  The term "Trade Secrets" means the whole or any portion
or phase of any data or information  developed,  owned, or licensed from a third
party by the Company,  including  any formula,  pattern,  compilation,  program,
device, method, technique, improvement, or process that:

          (i) derives independent economic value, actual or potential,  from not
     being  generally  known to,  and not being  readily  ascertainable  through
     proper  means by,  other  persons  who can obtain  economic  value from its
     disclosure or use, and

          (ii)  is  the  subject  of  efforts  that  are  reasonable  under  the
     circumstances to maintain its secrecy.

          Trade Secrets shall not include any data or  information  (i) that has
     been voluntarily disclosed to the public by Company or has become generally
     known to the public (except when such public disclosure has been made by or
     through  Master  Distributor,  or by a third  person  or  entity  with  the
     knowledge of Master Distributor,  without authorization from Company); (ii)
     that has been  independently  developed and disclosed by parties other than
     Master   Distributor  or  Company,   the  public  generally  or  to  Master
     Distributor  without a breach of obligation of  confidentiality by any such
     parties running directly or indirectly to Company;  or (iii) that otherwise
     enters the public domain through lawful means.

2. Term.  The term of this  Agreement  shall commence on the 1st day of January,
1996,  and shall end on the  termination of the Master  Distribution  Agreement,
except where a different date of termination or survival is herein specified.

3.  Exclusive-Ownership  by Company.  Master Distributor agrees and acknowledges
that all  Proprietary  Information,  Intellectual  Property,  Trade  Secrets and
Confidential  Information,  and any and all  embodiments  thereof  (herein,  the
"Property"),  is and shall  remain at all times the  exclusive  property  of and
owned by the Company,  and that Master  Distributor's  performance of its duties
and obligations and its use or awareness of the Property during the term of this
Agreement or the Master Distributorship Agreement shall create no rights, at law
or in equity,  under the laws and  decisions  of any nation or state  within the
Territory,  in  Master  Distributor  in or to the  Property,  or any  aspect  or
embodiment  thereof.  Master  Distributor  further  agrees not to copy,  reverse
engineer,  disassemble,  decompile  or  otherwise  reproduce  any Product or its
equivalent, in whole or in part.

4.  Non-Disclosure  of Trade Secrets.  Master  Distributor shall not, during the
term of this Agreement and the Master Distributorship  Agreement, and at any and
all times following termination, for any reason, of this Agreement or the Master
Distributorship  Agreement,  disclose, use, reveal, report,  publish,  disclose,
transfer,  or make available,  directly or indirectly,  to any person,  business
concern,  or other entity, any Trade Secrets except in the proper performance of
its duties hereunder;  provided,  however,  Master Distributor is not prohibited
hereby from  disclosing or using any Trade Secrets  which  subsequently  becomes
part of the  public  domain  through no breach of this  Agreement  or the Master
Distributorship Agreement and through no fault of Master Distributor.

5. Non-Disclosure of Confidential Information or Proprietary Information. Master
Distributor  shall  not,  during  the  term of  this  Agreement  and the  Master
Distributorship  Agreement,  and for a  period  of  three  (3)  years  following
termination, for any reason, of the Master Distributorship Agreement,  disclose,
use, reveal, report, publish, disclose, transfer, or make available, directly or
indirectly,  to any person,  business concern, or other entity, any Confidential
Information or Proprietary  Information  except in the proper performance of its
duties hereunder; provided, however, Master Distributor is not prohibited hereby
from disclosing or using any Confidential Information or Proprietary Information
which  subsequently  becomes part of the public domain through no breach of this
Agreement  and the  Master  Distributorship  Agreement  and  through no fault of
Master Distributor.

6.  Confidentiality  Procedures.  Master  Distributor shall take all appropriate
steps to ensure  that the  Confidential  Information  and Trade  Secrets and any
other similar  information  and data set forth in this  Agreement and the Master
Distributorship  Agreement  are not divulged or  disclosed  to any  unauthorized
person.

7. License and Use of Marks. Company hereby grants to Master Distributor, during
the term of this Agreement only, the non-exclusive,  royalty-free  limited right
and license to use the Marks only in connection  with the  performance of Master
Distributor's  duties and obligations  under this Agreement and under the Master
Distributorship  Agreement.  Master  Distributor  agrees not to use the Marks in
connection with any other  business,  products or services.  Master  Distributor
agrees not to use the Marks, or any of them, or any confusingly  similar name or
symbol, in whole or in part, as part of Master  Distributor's  business or trade
name. The Parties shall mutually approve all promotional material used by Master
Distributor in connection with the distribution and marketing of the Products to
ensure that Master Distributor properly uses the Marks.

8. Protection Against Infringement. Master Distributor agrees to cooperate fully
with  Company  to  protect  company's  proprietary  rights  in the  Intellectual
Property,  yet  acknowledges  and agrees that Company shall have the sole right,
opportunity and duty to protect the  Intellectual  Property from legal action or
suit for  infringement  thereof,  and  Master  Distributor  shall  not  respond,
contest,  settle,  or  otherwise  conduct any  proceedings  or handle any claims
without prior  consultation  with and written  approval  from Company,  unless a
response  is  necessary  to avoid  compromising  the  rights of  Company in such
proceedings or with regard to such claims.

9. No  Registration  without  Notice.  Master  Distributor  agrees  it will not,
without the prior written consent of Company,  directly or indirectly  register,
apply for  registration,  or attempt to acquire any legal  protection for any of
the Intellectual  Property or the Products or any proprietary rights therein, or
take any other action which may adversely  affect  Company's  right,  title,  or
interest in or to the  Intellectual  Property  or the  Products in any nation or
state within the Territory.

10.  No  Challenges.   Master  Distributor  shall  not  challenge,  directly  or
indirectly,  the right, title, and interest of Company in and to the Proprietary
Information,   Intellectual   Property  and   Products,   nor  the  validity  or
enforceability  of Company's claimed rights therein under the laws of any nation
or state within the Territory.

11. No Warranty of Intellectual Prop.  Company expressly  disclaims and makes no
warranty,  promise or  representation  that the  Intellectual  Property does not
infringe  upon the  proprietary  rights of third  parties  under the laws of the
nations and states in the Territory.

12. Termination upon Breach.  Master Distributor  acknowledges that in the event
of a breach by Master Distributor of its obligations under this Agreement or the
Master  Distributorship  Agreement,   Company  may  immediately  terminate  this
Agreement and the Master Distribution  Agreement without liability and may bring
appropriate  legal action to enjoin any breach of this  Agreement,  and shall be
entitled to recover from Master  Distributor legal fees and costs in addition to
other  appropriate  legal and equitable relief in any nation or state within the
Territory.

13. No Recourse for Loss Caused by  Intellectual  Property.  Master  Distributor
shall have no recourse against Company for any loss, liability, damages or costs
which may at any time be suffered or  incurred by Master  Distributor  by reason
of, or in reliance upon, any of the Intellectual Property furnished hereunder by
Company,  or by reason of any suit or proceeding  against Master  Distributor on
account of any  Intellectual  Property,  or by reason of the defense of any such
suit or proceeding,  unless such loss, liability, damages or costs are caused by
gross negligence or fraud of Company.

14.  Covenants/Severability.  Master Distributor recognizes and agrees: (i) that
the covenants and  agreements  contained in Sections 2, 3, 4, 5, 6, 7, 8, 9, 10,
11, 12 and 13 of this Agreement are of the essence of this Agreement;  (ii) that
each of such  covenants is reasonable  and necessary to protect and preserve the
interests and properties of the Company and the Business of Company;  (iii) that
irreparable   loss  and  damage  will  be  suffered  by  Company  should  Master
Distributor breach any of such covenants and agreements;  (iv) that each of such
covenants and agreements is separate,  distinct and severable from the other and
remaining provisions of this Agreement;  (v) that, if any such covenant is found
by a court of competent  jurisdiction  to be over broad in any  respect,  Master
Distributor desires and directs that such covenant be amended by such court to a
reasonable  breadth;  (vi) that, in addition to other remedies  available to it,
Company shall be entitled to both temporary and permanent injunctions to prevent
a breach or contemplated  breach by Master  Distributor of any of such covenants
or agreements;  (vii) that the  prevailing  party s ' hall be reimbursed for any
costs or  expenses  (including  reasonable  attorneys'  fees) in  attempting  to
enforce or defend  against any such  covenants;  and (viii) in the event Company
seeks a temporary or preliminary injunction hereunder, Master Distributor hereby
waives any requirement that Company post a bond or other security.

15, Binding Effect.  This Agreement shall ensure to the benefit of, and shall be
binding  upon,  the  parties  hereto  and their  respective  heirs,  successors,
assigns, and legal representatives.

16. Governing Law, Forum for Litigation. This Agreement shall be interpreted and
governed by the laws of the State of South  Carolina,  without  giving effect to
its  conflicts of laws rules.  Notwithstanding  alternative  dispute  settlement
provisions in the Master Distributorship  Agreement, any action or proceeding to
enforce  or  interpret  this  Agreement  shall be  brought  only in the state or
federal courts sitting in Charleston County, South Carolina,  United States, and
Master  Distributor  hereby  irrevocably  submits and consents to such exclusive
jurisdiction and venue.

17. Severability. The provisions of this Agreement shall be deemed severable and
the  invalidity  or the  unenforceability  of any one or more of the  provisions
hereof shall not affect the validity or  enforceability  of the other provisions
hereof.

18. Entire  Agreement.  This Agreement is executed in connection with the Master
Distributorship  Agreement, but, with respect to the subject matter hereof, sets
forth the entire  understanding  between the parties  hereto and  supersedes and
replaces any and every other agreement with respect to the subject matter hereof
which may have  existed  between  Company  and  Master  Distributor,  including,
without limitation, the Non-Disclosure and Confidentiality Agreement executed on
or about  September 1, 1994, and the  Confidentiality  Agreement  executed on or
about October 11, 1995.

19. Amendments and Waivers. This Agreement may not be modified or amended except
by an  instrument  or  instruments  in writing  signed by the party against whom
enforcement of any such modification or amendment is sought. Either party hereto
may by an instrument in writing waive  compliance by the other party of any term
or  provision of this  Agreement on the part of such other party.  The waiver by
any  party of a breach of any term or  provision  shall  not be  construed  as a
waiver of any subsequent breach.

20. Section Headings.  The section headings  contained in this Agreement are for
reference purposes only and shall not be deemed to control or affect the meaning
or construction of any provision.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized  representatives  as of the day and year first
written above.

                          MASTER DISTRIBUTOR: ZELLWEGER
                                 ANALYTICS INC.

                                       By:


ATTEST:


Corporate Secretary


                        COMPANY-. ENVIROMETRICS PRODUCTS
                                    COMPANY

                                       By
                        Walter H. Elliott, III, President
ATTEST:


Corporate Secretary