EMPLOYMENT, ROYALTY AND NON-DISCLOSURE AGREEMENT

     THIS AGREEMENT (the  "Agreement")  is made as of the 15th day of May, 1996,
by and between ENVIROMETRICS PRODUCTS COMPANY, a corporation organized under the
laws of the State of South  Carolina and including its agents,  representatives,
divisions,   subdivisions,   subsidiaries,   wholly  or  partly  owned,   parent
corporations, affiliates, assignees, related entities and successors in interest
(hereafter "the Company"),  and TOM WILKIE, an individual  resident of the State
of North Carolina ("Employee").

                                   WITNESSETH:

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

     WHEREAS,  the  Company  understands  that the  Employee  has brought to the
Company and provided the Company with certain  proprietary  technology  allowing
the Company advantages in the marketplace it would not otherwise enjoy; and

     WHEREAS,  such  Trade  Secrets,   Confidential  Information,   Intellectual
Property and  Proprietary  Information  provide the Company  with a  competitive
advantage in the marketplace;

     WHEREAS,  Employee  has been,  and after and by virtue of the  execution of
this  Agreement  will  continue  to be,  employed  by the  Company in a position
involving the trust and confidence of the Company; and

     WHEREAS,  in the course of his employment with the Company,  or through his
use of the Company's  facilities  or  resources,  Employee has had and will have
access to, and has developed  and may develop or  contribute to the  development
of,  Trade  Secrets,   Confidential   Information,   Intellectual  Property  and
Proprietary  Information,  all solely in  connection  with his  activities as an
employee of the Company; and

     WHEREAS,  Employee  understands  and agrees that  substantial  benefits and
consideration will inure to him under this Agreement that he would not otherwise
enjoy were he not to execute the same.

     NOW  THEREFORE,  in  consideration  of and as an express  condition  to the
continuance  of  employment  of Employee by the Company,  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) "Bonus" has the meaning ascribed to it in Section 4 hereof.

     (b)  "Business  of  the  Company"  means  and  includes  the  business  and
commercial  activities of the Company,  as such business is conducted while this
Agreement is in effect, including,  without limitation,  designing,  developing,
testing, manufacturing, advertising, distributing and selling industrial hygiene
and environmental air monitoring and related products.

     (c)"Cause" means (i) fraud, dishonesty,  demonstrated  incompetence in the
performance of professional duties; (ii) excessive unexcused absences from work;
(iii)  engaging  in  activities  prohibited  by the  policies  of the Company as
communicated in writing to Employee or expressly prohibited by the terms of this
Agreement;  or injury,  accident,  illness or other incapacity which wholly,  or
continuously  and  materially,  disables  Employee  from  performing  his duties
hereunder  for a period of ninety  (90)  days and  thereafter  for ten (10) days
after the Company  shall have given  Employee  written  notice of the  Company's
intention to terminate  this  Agreement  and its  employment  relationship  with
Employee  because of such  disability.  The Company will at all times during his
employment with the company and at no cost to the Employee  provide the Employee
with disability insurance sufficient to provide Employee with a minimum of sixty
(60)  percent of his earnings  until  recovery or age  sixty-five  (65) and will
furnish  Employee  with a current  copy of such  policy and  immediately  notify
Employee of any changes or amendments made to such policy.

     (d)  "Colorimetric   Device" means  any  device  that  indicates  through
corresponding  changes in its  reflectance or absorbance of light,  the presence
and/or level of exposure to an indicated chemical(s) or substance.

     (e)  "Company"   means   ENVIROMETRICS   PRODUCTS   COMPANY,   its  agents,
representatives,  divisions, subdivisions, subsidiaries, wholly or partly owned,
parent corporations,  affiliates,  assignees, related entities and successors in
interest.

     (f) "Competing Business" means any person or entity in the same business or
substantially the same business as the Business of Company.

     (g) "Competing Product" means any good that performs substantially the same
function(s) as any of the Products.

     (h)  "Confidential  Information"  means  any and all data  and  information
relating to the Business of the Company (whether  constituting a Trade Secret or
not) which is or has been  developed  by or  disclosed  to  Employee or of which
Employee became aware as a consequence of or through his  relationship  with the
Company  and which has value to the Company  and is not  generally  known by its
competitors.

     (i) "Copyrights" means all original "works of authorship", "compilations",
and/or  "derivation"  including,   without  limitation,   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 other  jurisdiction,  or 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 any other jurisdiction.

     (j) "Gross Sales" means the total, without geographical limitations, of all
sales of the  Products  by  Company  at invoice  prices  reduced  by  discounts,
rebates, and return of products defined herein.

     (k)  "Intellectual  Property"  means the  Copyrights,  Marks  and  Patents,
collectively or in combination, as the context suggests.

     (l) "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 world),  whether or not  registered  with the United  States
Patent and Trademark  Office or trademark office or registry of any jurisdiction
in the world, placed upon or used in connection with the Business of the 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".

     (m) "Patents"  Means all  inventions or letters patent owned or licensed by
or on behalf of the Company,  and which are  registered  with the United  States
Patent and Trademark Office or the patent office or registry in any jurisdiction
in the world or are eligible for registration  and/or other protection under the
laws and treaties of the United States or of any such jurisdiction

     (n) "Products" means any chemical based colorimetric device(s) developed by
the Company  and/or  produced by the Company or licensee(s) or other agent(s) of
the Company to perform the function of quantitatively or qualitatively measuring
and/or indicating chemicals present in the atmosphere.

     (o)  "Proprietary  Information"  Means all of the  following  materials and
information,  whether or not patentable or protected by a copyright,  trademark,
or service  mark,  to which  Employee  receives or has received  access or which
Employee  develops  or has  developed  as a result  of his  employment  with the
Company or during the term of his employment with the Company or through the use
of any of the Company's  facilities or resources,  or those of its affiliates or
of its agents or distributors:

     (i) Production processes,  purchasing information, price lists, performance
and scheduling information and data, and other materials or information relating
to the Business of the Company;

     (ii)  Discoveries,  concepts  and  ideas,  and the  embodiment(s)  thereof,
whether or not actually constituting  Intellectual  Property hereunder,  and the
nature  and  results of  research  and  development  activities  and  "know-how"
acquired while in the employ of the Company;

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

     (iv) All  inventions  and  ideas  which  are  derived  from or  related  to
Employees's  access to knowledge of any of the above  enumerated  materials  and
information while in the employ of the Company; and

     (v) Any trade secrets,  confidential information or proprietary information
which the Company has acquired or may in the future acquire from any third party
during  employee's  service  to  the  company,  including,  without  limitation,
operating  principles,   documentation,   drawings,   programs  and  performance
specifications  and  results  provided  to the  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 the
Company  by  such  third  parties   (collectively   "Third  Party   Confidential
Information")  is  the  proprietary  and/or  confidential  information  of  such
respective third part and is to be treated by the Company as if such Third Party
Confidential Information were the Company's Confidential Information.

     (p) "Royalty" means two and one-half percent of Gross Sales of the Products
described herein.

     (q) "Salary" has the meaning ascribed to it in Section 4 hereof.

     (r) "Term" means the Initial Term and any Renewal  Term,  as such terms are
defined below.

     (s) "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 to
which Employee has gained access as a result of his employment with 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  by a 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 the Company or has become generally known
to the public  (except when such public  disclosure  has been made by or through
Employee, or by a third person or entity with the knowledge of Employee, without
authorization from the Company);  (ii) that has been independently developed and
disclosed  to parties  other than the  Company,  and the public  generally or to
Employee  with a breach of  obligation  of  confidentiality  by any such parties
running  directly or indirectly to the Company;  or (iii) that otherwise  enters
the public domain through lawful means.

2. TERMS OF ENGAGEMENT; DUTIES.

     (a) Capacity.  The Company hereby employs  Employee as Research Chemist and
Employee  accepts such employment in such capacity by the Company subject to the
terms and conditions hereof.

     (b) Duties. Employee recognizes and agrees that he shall: (i) devote all of
his time,  energy and skill during  regular  business  hours to  faithfully  and
industriously  develop colormetric  technology and products and other technology
and products as directed by the Company  exclusively  for the use and benefit of
the Company (vacation time and reasonable sick leave excepted); (ii) diligently
follow and  implement  all policies  and  decisions  communicated  to him by the
Company,  to the best of his ability with the resources provided by the Company,
including  without  limitation,  those  concerning  the  production,  sale of or
further research and development concerning,  the Products; and (iii) faithfully
and to the best of his ability  perform the duties and  obligations set forth in
this Agreement.

3. TERM; TERMINATION.

     (a) Initial  term.  The term of the  employment  of Employee by the Company
hereunder  shall  commence on the date hereof and shall end on December 31, 2000
(the "Initial Term").

     (b) Renewal Terms(s). At the expiration of the Initial Term, this Agreement
shall be  automatically  renewed for separate and  successive two (2) year terms
(individually,  a "Renewal Term" and, collectively,  "Renewal Terms"); provided,
however,  the parties may agree in writing to modify the compensation to be paid
pursuant  to Section 4 hereof  during any such  Renewal  Term,  but shall not be
bound to do so;  provided,  further,  this Agreement shall not be  automatically
renewed if either party shall give to the other party  written  notice of his or
its intent not to renew this  Agreement  no fewer than thirty (30) days prior to
the expiration of the Initial Term or any Renewal Term, as applicable.

     (c)  Voluntary  Termination  by  Employee.   Employee  may  terminate  this
Agreement at any time during the Term upon no fewer than sixty (60), but no more
than ninety (90) days prior written  notice to the Company,  in which event this
Agreement and all of the Company's  obligations  hereunder shall terminate as of
the date  contained in such notice  except that the Royalty  shall be payable as
provided as in Section (f) hereof.  Notwithstanding the foregoing,  in the event
Employee  shall  terminate  this  Agreement  as a result of a major  illness  or
disability which prevents him from performing his services  hereunder,  Employee
shall thereafter be entitled to receive Salary (as defined below)for a period of
ninety  (90)  days  following  the  date of the  occurrence  of such  injury  or
disability, and all of the other terms of this Agreement, including all Benefits
payable by the Company on behalf of the Employee,  shall  continue until the end
of the Annual Term in which such  termination  occurs,  and all Royalty shall be
payable as provided in Section (f) hereof and Section 4(c).

     (d) Termination by the Company for cause.  This Agreement may be terminated
by the Company  for Cause at any time during the Term,  upon ten (10) days prior
written  notice  to  Employee,  in which  event  this  Agreement  and all of the
Company's  obligations  hereunder shall terminate as of the notice date,  except
that the Royalty  shall be payable as provided in Section (f) hereof and Section
4(c).

     (e)  Termination  by the  Company  other Than for  Cause.  In the event the
Company  terminates  this  Agreement  during the Term for reasons other than for
Cause,  then,  in  addition  to any other  remedy  available  at law or  equity,
Employee shall be entitled to continue to receive his Salary,  plus all Benefits
to be paid by the Company on behalf of Employee  for a period equal to one month
for every  full  year of  service,  but not to exceed  six  months,  after  such
termination  occurs,  plus the  Royalty as  provided  in Section  (f) hereof and
Section 4(c).

     (f) Survival of Royalty Payments. The Royalty as defined in Section 4(c) of
this Agreement shall continue to be paid to Employee notwithstanding termination
for any  reason  of this  Agreement  until the  first  occurrence  of one of the
following events:

     (i) Employee  dies,  in which event any Royalty  accrued and payable on the
date of death shall be paid to  Employee's  estate,  and the  Royalty  shall not
thereafter be payable to any other person or entity;

     (ii) Employee develops  Competing Products for any Competing  Business,  or
any employer,  person,  or entity other than the Company or its  affiliates,  in
which event the Royalty  shall cease being paid to Employee or any other  person
or entity; or

     (iii) Employee becomes employed by or affiliated with a Competing  Business
as, without limitation, an employee,  officer,  director, agent, consultant, or
advisor, in which capacity Employee develops,  or assists the Competing Business
or its affiliates,  employees,  officers,  directors,  agents,  consultants,  or
advisors in the development of, Competing  Products,  in which event the Royalty
shall cease being paid to Employee or any other person or entity.

     (g) Return of Embodiments of Proprietary Information Upon Termination.  All
notes, data, reference materials,  sketches,  drawings, memoranda and records in
any way relating to any of the  Proprietary  Information  or the Business of the
Company and any other physical  embodiment of the Proprietary  Information shall
belong  exclusively  to the  Company,  and  Employee  agrees to turn over to the
Company the originals and all copies of such materials developed or generated by
the Employee or coming into his possession  during the term of or as a result of
his  employment  by the Company at the request of the Company or, in the absence
of  such a  request,  upon  termination  (for  whatever  reason)  of  Employees
employment with the Company.

     (h) Survival of Covenants. The Covenants of Employee set forth in Section 5
hereof shall survive the termination of this Agreement for any reason whatsoever
and  shall  not be  extinguished  thereby  so  long  as the  Royalty  is paid in
accordance with Section 4(c) and Section 3(f).


4. COMPENSATION.

     (a)  Salary.  During the Term, the  Company  shall pay  Employee an annual
salary of Sixty Thousand and No/100 Dollars  ($60,000.00) (the "Salary"),  which
Salary  shall be  payable  in the  manner  and at the times  which  the  Company
regularly compensates its employees, less applicable state and federal taxes. In
addition,  but subject to conditions of termination set forth above, the Company
shall pay  Employee  the Bonus and  Royalty,  as  defined  herein.  If the Bonus
outlined in 4(b), when added to the base salary at the end of each year does not
equal the cost of living based on the U.S.  Dept Of Labor cost of living  index,
the Company shall make an  adjustment to the base salary for the following  year
equal to the cost of living index.

     (b) Bonus.  The Company  shall pay Employee a bonus equal to Five  Thousand
and No/100  Dollars  ($5000.00)  plus grant a ten-year  option to purchase  Five
Thousand (5000) shares of the Company's  (EVRM) Common Stock.  Such options will
be granted at the then  market  price of the Stock and shall be fully  vested at
issuance.  This bonus will be awarded  for each  additional  chemical  for which
monitoring device(s) is developed by Employee (the "Bonus");  provided, however,
the chemical  must be approved by the Marketing  Department of the Company.  The
monitoring device(s) indicating such chemical will be considered "developed" for
purposes hereof upon the completion of the standard  validation  protocol and an
algorithm  defining the  devices'(s')  performance has been developed  and/or an
acceptable  color  match(s)  has  been  identified  in the  case of  qualitative
device(s).  Bonus  shall be paid to  Employee  within  thirty  (30)  days  after
monitoring device has been "developed".

     (c)  Royalty.  By the  thirtieth  (30th)  day  after  the  last day of each
calendar  year  quarter  (each a "Royalty  Quarter"),  the Company  shall pay to
Employee a Royalty (The "Royalty")  equal to Two and One-Half  Percent (2.5%) of
Gross  Sales of the  Products  as  defined  herein for the  immediate  preceding
calendar  quarter.  A  written  statement  of the  value  and  quantity  of each
colorimetric device sold during the "Royalty Quarter" shall be given to Employee
with each quarterly  payment.  In the event that such a written statement is not
provided  employee shall have the right to examine any of Company's  State Sales
Tax Reports for sale of Products as defined herein. Employee shall also have the
right to examine all books of account  recording  Gross Sales as defined herein.
The parties expressly agree that the payment of the Royalty as described in this
Agreement shall survive any termination of this Agreement  except as provided in
Section 3(f) of this agreement.  In the event of bankruptcy  either voluntary or
involuntary,  or the  non-payment  of Royalty  payments  to the  Employee by the
Company  as  specified  in this  Agreement  and not cured in ten (10) days after
written notification of delinquency by the Employee, all obligations of Employee
under this  agreement  or which could or might be imposed by statutory or common
law shall be extinguished.  In the event that the technology required to produce
the Product is transferred  through sale or any other means to any other entity,
the Royalty as defined herein shall be paid by such entity.

     (d)  Payment  on  Death.  In the event  Employee  dies  during  the Term of
Agreement,  and so long as this  Agreement  was not the  subject  of a notice of
terminating as provided in Section 3 hereof, the Company shall pay to his estate
any  Salary,  Royalty or Bonus that would have been  payable up until the end of
the month in which Employee dies.

     (e) Benefits.  Employee shall be entitled to participate in any retirement,
profit  sharing,  hospital,  medical,  disability  and life  insurance  programs
regularly maintained by the Company for its employees.

     (f) Expense  Reimbursement.  The Company  will  reimburse  Employee for all
ordinary,  reasonable  necessary  expense  incurred by him in  carrying  out his
duties under this Agreement  upon  Employee's  presentation  to the Company from
time to time of an itemized  account of the receipts  for such  expenses in such
form as may be required by the Company;  provided,  however,  such reimbursement
shall be  conditioned  upon  deductibility  by the Company of such expenses from
gross income for federal tax purposes.

     (g)  Product  Liability.  The  Employee  is in no way  responsible  for any
product liability.  The Company accepts full and complete responsibility for the
Product  and any  claims  made  by the  Company  regarding  the  Product  or its
capabilities or performance,  and the Company will maintain at all times product
liability  insurance  specifically  protecting  the  employee  against any legal
claims made against him in his capacity as developer of the Product. The Company
will furnish the Employee  with evidence of such  insurance and notify  employee
immediately of any cancellation, modification or amendment thereto.


5. COVENANTS OF EMPLOYEE.

     (a)  Ownership  of Trade  Secrets,  Confidential  Information,  Proprietary
Information and Intellectual  Property.  Employee agrees that the Trade Secrets,
Confidential  Information,  Proprietary Information,  Intellectual Property, and
all physical  embodiments thereof  (collectively the "Information") to which the
employee  has come into  possession  of as a result of or during the term of his
employment  by the  Company;  are, and shall at all times  remain,  the sole and
exclusive property of the Company,  and that any of the Information  produced or
developed by him as an employee of the Company shall be considered work for hire
under United States law. Employee agrees to (a) immediately disclose or transfer
to the  Company  all  Information  developed  in whole or part by him during the
Term, (b) assign to the Company any right, title or interest he may have in such
Information, and (c) at the request and expense of the Company, to do all things
and sign all  documents or  instruments  reasonably  necessary to eliminate  any
ambiguity  as to the  ownership  of the Company of such  Information  including,
without  limitation,  providing  to the  Company  his  full  cooperation  in any
litigation  or other  proceedings  to  establish,  protect or obtain such rights
while he is in the employee of the Company.

     (b)  Non-Disclosure  or Use of Trade Secrets or  Confidential  Information.
During  the term of his  employment  with the  Company  and at any and all times
following  the  termination  of such  employment,  Employee  agrees  not to use,
reveal, report, publish, disclose or transfer, directly or indirectly, any Trade
Secret or Confidential  Information of which he came into possession as a result
of his employment by the Company for any purpose including,  without limitation,
the solicitation of existing  company  customers of which the Employee is aware,
except in the course of performing duties assigned to him by the Company.

     (c)  Non-Disclosure or Use of Proprietary  Information.  During the term of
his  employment  with  the  Company  and  for a  period  of one (1)  year  after
termination  (for whatever  reason) of such  employment,  Employee agrees not to
use, reveal, report, publish, disclose or transfer,  directly or indirectly, any
Proprietary Information for any purpose.

     (d) No  Solicitation.  Employee  covenants  and  agrees  that,  while he is
employed by the Company and for a period of two (2) years following  termination
(for any  reason)  of such  employment,  he will not,  directly  or  indirectly,
solicit, induce or hire away, or assist any third person or entity in inducing,
diverting,  soliciting or hiring away, (i) any employee of the Company,  whether
such employee is employed  pursuant to a written  contract,  is for a determined
period  or is at will,  or (ii)  any  person  or  entity  which,  at the time of
termination of employment,  was a client or customer of the Company or with whom
or which, at the time of termination of employment,  the Company was negotiating
regarding the sale or distribution of the Company's services or products.

     (e) Return of Company  Property.  Employee  covenants and agrees that, upon
termination  (for any reason) of this Agreement,  he will return or turn over to
the  Company all  physical  embodiments  of the  Information  including  without
limitation, all notes, data reference materials sketches,  drawings,  memoranda,
records, laboratory equipment, chemicals, tools, implements,  computers, drives,
diskettes,  tapes,  renditions,  models,  mock-ups,   prototypes,   evaluations,
measurements,  and tests, and all originals copies or other physical embodiments
thereof, which in any way relate to any of the Information or to the Business of
the Company which belong to the Company or were developed or generated  while in
the employment of the Company.

     (f) Additional  Provisions.  Employee  recognizes and agrees:  (i) that the
covenants  and  agreements  contained in Section 5 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 the  Company;  (iii) that loss and damage may be suffered by
the Company should  Employee  breach any of such  covenants or agreements;  (iv)
that each of such covenants and  agreements is separate,  distinct and severable
from the other and remaining provisions of this Agreement.

6. MISCELLANEOUS PROVISIONS.

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

     (b)  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.

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

                  Company:       Envirometrics Products Company
                                 1019 Bankton Dr.
                                 Charleston, SC 29406

                  Employee:      Thomas A. Wilkie
                                 1370 Lamont Norwood Rd.
                                 Pittsboro, North Carolina 27312

     (e) Entire Agreement.  This Agreement contains the entire agreement between
the parties  hereto and  supersedes  and  terminates  any and all prior  written
agreements  and  understandings  between the parties  hereto with respect to the
employment of, or work performed in the capacity of an independent contractor by
the  Employee  or  payments  to  Employee  by the Company for any reason or work
product,  including,  without  limitation,  the  Employee  Invention  Assignment
Agreement and the Employee  Non-Disclosure and Non-Competition  Agreement,  both
Agreements  executed on or about March 13, 1992, and any subsequent  amendments,
modifications and understandings related thereto.

     (f) 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 other  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.

     (g) 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.

     The  Company  is a  corporation  in good  standing  under the laws of South
Carolina and is duly authorized to carry on the business presently  conducted by
it and its signers of this Agreement are properly authorized to execute, deliver
and perform  this  Agreement  on behalf of the  Company and that this  Agreement
constitutes a valid and legally binding obligation of the Company.


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




ATTEST                       The Company: Envirometrics Products Company



__________________________   __________________________________________
Secretary                    By: Walter H. Elliott, III, President

[CORPORATE SEAL]


                             EMPLOYEE:

                             __________________________________________
                             Thomas A. Wilkie