STATE OF SOUTH CAROLINA
MEMORANDUM OF LEASE
COUNTY OF CHARLESTON

     THIS  MEMORANDUM  OF  LEASE  dated  this  19th  day  of  December  1996  by
Envirometrics Inc., (a Delaware Corporation), Envirometrics Products Company, (a
South  Carolina  Corporation),   and  Azimuth  Incorporated  (a  South  Carolina
Corporation)   (collectively,   "Lessees")   whose  notice  addresses  are  9229
University Blvd, North Charleston, South Carolina 29406.

     BE IT KNOWN,  that James W. Miller and Lessees  executed  and entered  into
that certain Lease  Agreement dated December 19, 1996 (the "Lease") for the real
property  described  in Exhibit A attached  hereto  and  incorporated  herein by
reference.

     The purpose of this  Memorandum  of Lease is to give  record  notice of the
Lease and the rights created thereby, all of which are hereby confirmed.

     IN WITNESS WHEREOF,  the undersigned have executed this Memorandum of Lease
as of the date first written above.


Envirometrics, Inc.


By:
Name:
Title:


Envirometrics Products Company

By:

Name:

Title:


Azimuth Incorporated


By:

Name:

Title:




STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON

     PERSONALLY  appeared before me the  undersigned  witness and made oath that
(s)he saw the within named Envirometrics,  Inc., by Walter H. Elliott,  III, its
President,  sign,  seal and as its act and  deed,  deliver  the  within  written
Memorandum  of Lease,  and that  (s)he  with the  other  witness  witnessed  the
execution thereof.


     Sworn to before me this day of December, 1996.


Notary Public for South Carolina
My Commission Expires: 10-31-2001




STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON

     PERSONALLY  appeared before me the  undersigned  witness and made oath that
(s)he saw the within named Envirometrics Products Company, by Walter H. Elliott,
III,  its  President,  sign,  seal and as its act and deed,  deliver  the within
written Memorandum of Lease, and that (s)he with the other witness witnessed the
execution thereof.


Sworn to before me this
day of December, 1996.


Notary Public for South Carolina
My Commission Expires:


STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON

     PERSONALLY  appeared before me the  undersigned  witness and made oath that
(s)he saw the within named Azimuth, Incorporated, by Walter H. Elliott, III, its
President,  sign,  seal and as its act and  deed,  deliver  the  within  written
Memorandum  of Lease,  and that  (s)he  with the  other  witness  witnessed  the
execution thereof.


Sworn to before me this
day of December, 1996.


Notary Public for South Carolina
My Commission Expires:              10-31-2001


                                    EXHIBIT A
                                LEGAL DESCRIPTION

     All that piece,  parcel or lot of land with the buildings and  improvements
thereon,  situate, lying and being in Berkeley County, South Carolina, and being
shown and designated as "Lot 10, 1.14 Ac." on a plat by Trico  Surveying,  Inc.,
dated March, 1985, and having revisions dated December 18, 1985, March 17, 1986,
and October 17,  1986,  entitled  in part  "FINAL PLAT  showing  Lots 6 Thru 18,
Located in Berkeley  Business Center,  in The City of Hanahan,  Berkeley county,
S.C., Property of North Rhett Enterprises,  A Partnership,  About to be conveyed
to BBC, A Limited  Partnership"  recorded in Plat Cabinet G, Page 52, RMC Office
for Berkeley  County,  South Carolina,  and having such size,  shape,  buttings,
boundings,  dimensions  and  locations  as will appear by reference to said plat
which  is  incorporated   herein  by  reference,   be  all  the  dimensions  and
measurements shown thereon a little more or less.