EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the ____ day of ______,  1998,  by and  between  ECO-AIR  PRODUCTS,  INC.,  a
California  corporation  ("Eco-Air"  or the  "Company"),  and  LEONARD J. FETCHO
(hereinafter referred to as the "Executive").


                              W I T N E S S E T H:

         WHEREAS,   Flanders   Corporation,   a   North   Carolina   corporation
("Flanders"), has contemporaneously herewith acquired one hundred percent (100%)
of the issued and outstanding stock of Eco-Air and Eco-Air is now a wholly owned
subsidiary of Flanders;

         WHEREAS,  the  Executive  is  currently  employed as the  President  of
Eco-Air; and

         WHEREAS,  the  continued  employment of the Executive is a condition of
the purchase of Eco-Air by Flanders, and Flanders and Eco-Air desire to have the
benefit of the Executive's efforts and services.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:

         1.       DEFINITIONS.

         Whenever used in this  Agreement,  the  following  terms shall have the
meanings set forth below:

                  (a) "Accrued Benefits" shall mean the amount payable not later
         than ten (10) days following an applicable  Termination  Date and which
         shall be equal to the sum of the following amounts:

                           i.  All  salary   earned  or  accrued   through   the
                  Termination Date;

                           ii.  Reimbursement for any and all monies advanced in
                  connection with the Executive's  employment for reasonable and
                  necessary  expenses  incurred  by the  Executive  through  the
                  Termination Date;

                           iii.  Any  and all  other  cash  benefits  previously
                  earned  through  the  Termination  Date  and  deferred  at the
                  election  of  the   Executive  or  pursuant  to  any  deferred
                  compensation plans then in effect;

               iv. The full amount of any stated bonus payable to
                 the Executive in accordance with Section 6(b);

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                           v. All  other  payments  and  benefits  to which  the
                  Executive may be entitled  under the terms of any benefit plan
                  of the Company.

                  (b)      "Act" shall mean the Securities Exchange Act of 1934;

                  (c)  "Affiliate"  shall have the same meaning as given to that
         term in Rule 12b- 2 of Regulation 12B promulgated under the Act;

                  (d)      "Board" shall mean the Board of Directors of Eco-Air;

                  (e)      "Cause" shall mean any of the following:

                           i.  The  engaging  by  the  Executive  in  fraudulent
                  conduct,  as  evidenced  by a  determination  in a binding and
                  final judgment,  order or decree of a court or  administrative
                  agency of competent  jurisdiction,  in effect after exhaustion
                  or  lapse of all  rights  of  appeal,  in an  action,  suit or
                  proceeding,   whether  civil,   criminal,   administrative  or
                  investigative,   which  the  Board  determines,  in  its  sole
                  discretion, has a significant adverse impact on the Company in
                  the conduct of the Company's business;

                           ii. Conviction of a felony, as evidenced by a binding
                  and final  judgment,  order or decree of a court of  competent
                  jurisdiction,  in  effect  after  exhaustion  or  lapse of all
                  rights of  appeal,  which the  Board  determines,  in its sole
                  discretion, has a significant adverse impact on the Company in
                  the conduct of the Company's business;

                           iii. Neglect,  refusal or failure by the Executive to
                  perform the  Executive's  duties or  responsibilities  (unless
                  significantly  changed  without the Executive's  consent),  as
                  determined by a majority of the Board; or

                           iv.  A  significant  violation  by the  Executive  of
                  Eco-Air's established policies and procedures.

         Notwithstanding  the  foregoing,  Cause shall not exist under  Sections
         1(e)iii and 1(e)iv herein unless the Company  furnishes  written notice
         to the  Executive of the specific  offending  conduct and the Executive
         fails to correct  such  offending  conduct  within the thirty  (30) day
         period commencing on the receipt of such notice.

                  (f)  "Disability"  shall mean a physical  or mental  condition
         whereby the  Executive  is unable to perform on a  full-time  basis the
         customary duties of the Executive under this Agreement;

                  (g)      "Good Reason" shall mean:


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                           i. The required relocation of the Executive,  without
                  the Executive's  consent,  to an employment  location which is
                  more  than   seventy-five  (75)  miles  from  the  Executive's
                  employment  location  on the day  preceding  the  date of this
                  Agreement;

                           ii. The removal of the Executive  from or any failure
                  to reelect the Executive to any of the  positions  held by the
                  Executive  as of the  date  of  this  Agreement  or any  other
                  positions to which the Executive  shall  thereafter be elected
                  or assigned  except in the event that such  removal or failure
                  to reelect  relates to the  termination  by the Company of the
                  Executive's  employment  for  Cause  or by  reason  of  death,
                  Disability or voluntary retirement;

                           iii.  A  significant  adverse  change,   without  the
                  Executive's  written  consent,  in the  nature or scope of the
                  Executive's   authority,    powers,   functions,   duties   or
                  responsibilities,  or a  material  reduction  in the  level of
                  support  services,  staff,  secretarial and other  assistance,
                  office space and accouterments available to a level below that
                  which was provided to the  Executive on the day  preceding the
                  date of this  Agreement and that which is necessary to perform
                  any additional duties assigned to the Executive  following the
                  date of this  Agreement,  which  change  or  reduction  is not
                  generally effective for all executives employed by the Company
                  (or its successor) in the Executive's class or category; or

              iv. Breach or violation of any material provision of
                         this Agreement by the Company;

                  (h) "Notice of Termination" shall mean the notice described in
         Section 14 herein;

                  (i)  "Termination   Date"  shall  mean,  except  as  otherwise
         provided in Section 14 herein,

                           i.       The Executive's date of death;

                           ii. Thirty (30) days after the delivery of the Notice
                  of  Termination  terminating  the  Executive's  employment  on
                  account of Disability pursuant to Section 9 herein, unless the
                  Executive  returns on a full-time  basis to the performance of
                  his duties prior to the expiration of such period;

                 iii. Thirty (30) days after the delivery of the
             Notice of Termination if the Executive's employment is
                  terminated by the Executive voluntarily; and


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                           iv. Thirty (30) days after the delivery of the Notice
                  of Termination if the Executive's  employment is terminated by
                  the Company for any reason other than death or Disability;

                  (j) "Termination  Payment" shall mean the payment described in
         Section 13 herein.

         2.       EMPLOYMENT.

         The Company  hereby  agrees to employ the  Executive  and the Executive
hereby  agrees to serve the  Company,  on the  terms  and  conditions  set forth
herein.

         3.       TERM.

         The Company's  employment of the Executive under the provisions of this
Agreement  shall  commence  on the date  hereof and shall end on March 31,  2003
unless further extended or sooner terminated as hereinafter  provided.  On March
31, 2003 and on the last day of each extended  employment term  thereafter,  the
term  of  the  Executive's   employment  shall,   unless  sooner  terminated  as
hereinafter provided,  be automatically  extended for an additional one (1) year
period from the date thereof  unless at least  forty-five  (45) days before such
date the Company shall have  delivered to the  Executive or the Executive  shall
have delivered to the Company,  written notice that the term of the  Executive's
employment hereunder will not be extended beyond its existing duration.

         4.       POSITIONS AND DUTIES.

         The Executive shall serve as President and Chief  Executive  Officer of
Eco-Air and in such additional  capacities as set forth in Section 7 herein.  In
connection with the foregoing  positions,  the Executive shall have such duties,
responsibilities  and  authority  as may from  time to time be  assigned  to the
Executive  by the  Board.  The  Executive  shall  devote  substantially  all the
Executive's working time and efforts to the business and affairs of the Company.

         5.       PLACE OF PERFORMANCE.

         In  connection  with the  Executive's  employment  by the Company,  the
Executive  shall be based at the principal  executive  offices of Eco-Air in San
Diego except for required travel on Company business.

         6.       COMPENSATION AND RELATED MATTERS.

                  (a)  Commencing  on the date hereof,  the Company shall pay to
         the Executive an annualized  base salary at a rate of $165,000 in equal
         installments,  as  nearly as  practicable,  on the 15th and last day of
         each month, in arrears. Such annualized base

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         salary shall not be reduced during the term of this Agreement, however,
         the Company may, but is not obligated to, increase such annualized base
         salary,  based  on  an  evaluation  of  Executive's   performance,   in
         accordance with normal business practices of the Company.

                  (b) The Executive shall receive bonuses as determined by using
         the formula set forth in Exhibit A.

                  (c) The  Executive  is hereby  granted a  non-qualified  stock
         option (the  "Option") to purchase  40,000  shares of Flanders'  common
         stock,  at an exercise  price equal to the closing  price of  Flanders'
         common stock on the effective date of this Agreement. The Option may be
         exercised,  in whole or in part, at any time  subsequent to the date of
         issuance and prior to the expiration  date.  Flanders and the Executive
         shall enter into  Flanders'  standard  form of stock  option  agreement
         evidencing this Option.

                  (d) During the term of the Executive's  employment  hereunder,
         the Executive shall be entitled to receive prompt reimbursement for all
         reasonable  expenses  incurred by the Executive in performing  services
         hereunder  including all traveling and living  expenses while away from
         home on business at the request of, and in the service of, the Company,
         provided   that  such  expenses  are  incurred  and  accounted  for  in
         accordance  with the policies and procedures  presently  established by
         the Company.

                  (e) The Executive  shall be entitled to the number of vacation
         days in each  calendar  year  as  determined  in  accordance  with  the
         Company's vacation plan or policy. The Executive shall also be entitled
         to all paid holidays provided by the Company to its Executives.

                  (f) The Company shall  provide the Executive  with the same or
         comparable  benefits  as are in place at the  Company,  as set forth in
         Exhibit B, as of the date of this Agreement, except the Executive shall
         only be entitled to participate in the Company's  401(k) Employee Stock
         Ownership  Plan or any other  Company  profit  sharing  plan or pension
         until the  Executive  shall be entitled  to  participate  in  Flanders'
         401(k) Plan.

                  (g) The Company shall furnish the Executive  with office space
         and such other  facilities  and  services  as shall be  suitable to the
         Executive's   position  and  adequate  for  the   performance   of  the
         Executive's duties.

         7.       OFFICES.

                  (a)  The  Executive   agrees  to  serve   without   additional
         compensation, if elected or appointed thereto, as a member of the Board
         of Directors of the Company, a member of the Board of Flanders,  or any
         subsidiary of the Company or Flanders; provided,

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         however,  that the Executive is indemnified  for serving in any and all
         such capacities on a basis no less favorable than is currently provided
         in the Company's bylaws, or otherwise.

                  (b) Upon  execution of this  Agreement,  the Company agrees to
         appoint  the  Executive  to  the  Board  and  to  propose   Executive's
         re-election as a director at the expiration of his initial term.

         8.       TERMINATION AS A RESULT OF DEATH.

         If the  Executive  shall die  during  the term of this  Agreement,  the
Executive's  employment shall terminate on the Executive's date of death and the
Executive's  surviving spouse,  or the Executive's  estate if the Executive dies
without  a  surviving  spouse,  shall be  entitled  to the  Executive's  Accrued
Benefits  as of the  Termination  Date and any  applicable  Termination  Payment
described in Section 13(a).

         9.       TERMINATION FOR DISABILITY.

         If, as a result of the Executive's Disability, the Executive shall have
been unable to perform the Executive's duties hereunder on a full-time basis for
three (3)  consecutive  months  and within  sixty  (60) days  after the  Company
provides the Executive with a Termination  Notice,  the Executive shall not have
returned to the performance of the Executive's  duties on a full-time basis, the
Company may terminate the Executive's employment,  subject to Section 14 herein.
During  the  term  of the  Executive's  Disability  prior  to  termination,  the
Executive  shall  continue  to receive  all salary and  benefits  payable  under
Section 6 herein,  including  participation  in all benefit plans,  programs and
arrangements  in which the  Executive  was entitled to  participate  immediately
prior to the  Disability;  provided,  however,  that the  Executive's  continued
participation  in any such plan,  program or arrangement is barred as the result
of such  Disability,  the Executive shall be entitled to receive an amount equal
to the  contributions,  payments,  credits or allocations  which would have been
paid by the  Company  to the  Executive,  to the  Executive's  account or on the
Executive's behalf under such plans, programs and arrangements. In the event the
Executive's employment is terminated on account of the Executive's Disability in
accordance  with this Section 9, the  Executive  shall  receive the  Executive's
Accrued  Benefits as of the  Termination  Date and shall remain eligible for all
benefits provided by any long-term  disability programs of the Company in effect
at the time of such  termination.  The  Executive  shall also be entitled to the
Termination Benefit described in Section 13(a).

         10.      TERMINATION FOR CAUSE.

         If the  Executive's  employment is terminated by the Company for Cause,
subject to the procedures set forth in Section 14 herein, the Executive shall be
entitled to receive the Executive's Accrued Benefits as of the Termination Date.
The Executive shall not be entitled to receipt of any Termination Payment.


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         11.      OTHER TERMINATION BY COMPANY.

         If the  Executive's  employment  with the Company is  terminated by the
Company  other  than by reason of death,  Disability  or Cause,  subject  to the
procedures set forth in Section 14 herein, the Executive (or in the event of the
Executive's  death  following the Termination  Date, the  Executive's  surviving
spouse or the  Executive's  estate if the  Executive  dies  without a  surviving
spouse) shall receive the applicable  Termination  Payment.  The Executive shall
not, in connection  with any  consideration  receivable in accordance  with this
Section 11, be required to mitigate the amount of such consideration by securing
other  employment  or otherwise and such  consideration  shall not be reduced by
reason of the Executive securing other employment or for any other reason.

         12.      VOLUNTARY TERMINATION BY EXECUTIVE.

         From and after June 30, 1999,  provided  that the  Executive  furnishes
thirty (30) days prior written notice to the Company,  the Executive  shall have
the  right  to  voluntarily  terminate  this  Agreement  at  any  time.  If  the
Executive's  voluntary  termination is without Good Reason,  the Executive shall
receive the Executive's  Accrued  Benefits as of the Termination  Date and shall
not be  entitled  to any  Termination  Payment.  If  the  Executive's  voluntary
termination  is  for  Good  Reason,  the  Executive  (or  in  the  event  of the
Executive's  death  following the Termination  Date, the  Executive's  surviving
spouse or the  Executive's  estate if the  Executive  dies  without a  surviving
spouse) shall receive the applicable  Termination  Payment.  The Executive shall
not, in connection  with any  consideration  receivable in accordance  with this
Section 12, be required to mitigate the amount of such consideration by securing
other  employment  or otherwise and such  consideration  shall not be reduced by
reason of the Executive securing other employment or for any other reason.

         13.      TERMINATION PAYMENT.

                  (a)  If  the  Executive's  employment  is  terminated  by  the
         Executive for Good Reason or by the Company as a result of  Executive's
         death or Disability  or for any reason other than death,  Disability or
         Cause, the Termination  Payment payable to the Executive by the Company
         shall be equal to two hundred  percent (200%) of the  Executive's  then
         current annual base salary;

                  (b) The Termination Payment shall be payable in a lump sum not
         later than ten (10) days following the  Executive's  Termination  Date.
         Such lump sum  payment  shall not be  reduced by any  present  value or
         similar  factor.  Further,  the  Executive  shall  not be  required  to
         mitigate the amount of such  payment by securing  other  employment  or
         otherwise  and such  payment  shall  not be  reduced  by  reason of the
         Executive securing other employment or for any other reason.


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         14.      TERMINATION NOTICE AND PROCEDURE.

         Any  termination  by the Company or the  Executive  of the  Executive's
employment  during the employment period shall be communicated by written Notice
of Termination  to the Executive,  if such Notice of Termination is delivered by
the Company,  and to the Company,  if such Notice of Termination is delivered by
the Executive, all in accordance with the following procedures:

                  (a) The Notice of  Termination  shall  indicate  the  specific
         termination provision in this Agreement relied upon and shall set forth
         in reasonable detail the facts and  circumstances  alleged to provide a
         basis for termination;

                  (b) Any Notice of Termination by the Company shall be approved
         by a resolution duly adopted by a majority of the Board then in office;

                  (c) If the  Executive  shall in good faith furnish a Notice of
         Termination for Good Reason and the Company notifies the Executive that
         a dispute exists  concerning the  termination,  within the fifteen (15)
         day  period  following  the  Company's  receipt  of  such  notice,  the
         Executive  shall  continue  the  Executive's   employment  during  such
         dispute. If it is thereafter determined that (i) Good Reason did exist,
         the Executive's  Termination  Date shall be the earlier of (A) the date
         on which the dispute is finally  determined,  either by mutual  written
         agreement  of the parties or pursuant to Section 19 herein,  or (B) the
         date of the Executive's death, and the Executive's Termination Payment,
         if  applicable,  shall  reflect  events  occurring  after the Executive
         delivered the Executive's  Notice of  Termination;  or (ii) Good Reason
         did not exist,  the  employment of the Executive  shall  continue after
         such  determination as if the Executive had not delivered the Notice of
         Termination asserting Good Reason;

                  (d) If the Executive  gives notice to terminate his employment
         for  Good  Reason  and a  dispute  arises  as to the  validity  of such
         dispute, and the Executive does not continue his employment during such
         dispute,  and it is finally  determined that the reason for termination
         set forth in such Notice of Termination  did not exist,  if such notice
         was delivered by the Executive,  the Executive  shall be deemed to have
         voluntarily  terminated the Executive's  employment other than for Good
         Reason;

                  (e) The Board's  determination of whether or not the Executive
         has Good Reason for terminating such Executive's  employment hereunder,
         shall not prevent the Executive from disputing this  determination  and
         resolving the disagreement by mediation or arbitration as defined under
         Sections 28 and 29.


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         15.      NONDISCLOSURE OF PROPRIETARY INFORMATION.

         Recognizing  that the Company is presently  engaged,  and may hereafter
continue to be engaged,  in the  research  and  development  of  processes,  the
manufacturing of products or performance of services, which involve experimental
and  inventive  work and that  the  success  of its  business  depends  upon the
protection of the  processes,  products and services by patent,  copyright or by
secrecy and that the Executive  has had, or during the course of his  engagement
may have,  access to Proprietary  Information,  as hereinafter  defined,  of the
Company or other  information and data of a secret or proprietary  nature of the
Company  which the Company  wishes to keep  confidential  and the  Executive has
furnished,  or during the course of his engagement may furnish, such information
to the Company, the Executive agrees that:

                  (a) "Proprietary  Information" shall mean any and all methods,
         inventions,  improvements or discoveries,  whether or not patentable or
         copyrightable, and any other information of a similar nature related to
         the  business of the Company  disclosed  to the  Executive or otherwise
         made known to him as a consequence  of or through his engagement by the
         Company  (including  information  originated  by the  Executive) in any
         technological  area  previously  developed by the Company or developed,
         engaged  in,  or  researched,  by the  Company  during  the term of the
         Executive's engagement,  including,  but not limited to, trade secrets,
         processes,   products,  formulae,  apparatus,   techniques,   know-how,
         marketing plans, data, improvements,  strategies,  forecasts,  customer
         lists, and technical requirements of customers, unless such information
         is in the public domain to such an extent as to be readily available to
         competitors.

                  (b) The Executive  acknowledges that the Company has exclusive
         property rights to all Proprietary Information and the Executive hereby
         assigns  all  rights  he might  otherwise  possess  in any  Proprietary
         Information  to the Company.  Except as required in the  performance of
         his duties to the Company, the Executive will not at any time during or
         after the term of his engagement,  which term shall include any time in
         which the  Executive  may be retained  by the Company as a  consultant,
         directly or indirectly  use,  communicate,  disclose or disseminate any
         Proprietary   Information  or  any  other   information  of  a  secret,
         proprietary,  confidential or generally  undisclosed nature relating to
         the Company, its products, customers, processes and services, including
         information relating to testing, research, development,  manufacturing,
         marketing and selling.

                  (c) All documents,  records,  notebooks,  notes, memoranda and
         similar repositories of, or containing,  Proprietary Information or any
         other information of a secret,  proprietary,  confidential or generally
         undisclosed  nature  relating  to the  Company  or its  operations  and
         activities  made  or  complied  by the  Executive  at any  time or made
         available to him prior to or during the term of his  engagement  by the
         Company, including any and all copies thereof, shall be the property of
         the  Company,  shall be held by him in trust  solely for the benefit of
         the  Company,  and  shall be  delivered  to the  Company  by him on the
         termination  of his  engagement  or at any time on the  request  of the
         Company.

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                  (d) The  Executive  will  not  assert  any  rights  under  any
         inventions, copyrights, discoveries, concepts or ideas, or improvements
         thereof,  or know-how related thereto,  as having been made or acquired
         by him prior to his being  engaged by the Company or during the term of
         his  engagement  if  based  on  or  otherwise  related  to  Proprietary
         Information.

         16.      ASSIGNMENT OF INVENTIONS.

                  (a) For purposes of this  Paragraph 16, the term  "Inventions"
         shall mean  discoveries,  concepts,  and ideas,  whether  patentable or
         copyrightable  or not,  including  but  not  limited  to  improvements,
         know-how, data, processes,  methods,  formulae, and techniques, as well
         as improvements  thereof or know-how  related  thereto,  concerning any
         past,  present  or  prospective  activities  of the  Company  which the
         Executive  makes,  discovers  or  conceives  (whether or not during the
         hours of his  engagement or with the use of the  Company's  facilities,
         materials or  personnel),  either  solely or jointly with others during
         his  engagement  by the  Company or any  Affiliate  and, if based on or
         related to Proprietary  Information,  at any time after  termination of
         such  engagement.  All  Inventions  shall be the sole  property  of the
         Company,  and  Executive  agrees  to  perform  the  provisions  of this
         paragraph 16 with respect thereto without the payment by the Company of
         any  royalty  or any  consideration  therefor  other  than the  regular
         compensation  paid to the  Executive in the capacity of an Executive or
         consultant.

                  (b) The Executive shall maintain written notebooks in which he
         shall set forth, on a current basis,  information as to all Inventions,
         describing in detail the procedures  employed and the results  achieved
         as  well  as  information  as  to  any  studies  or  research  projects
         undertaken on the Company's behalf.  The written notebooks shall at all
         times be the  property of the Company and shall be  surrendered  to the
         Company  upon  termination  of his  engagement  or, upon request of the
         Company, at any time prior thereto.

                  (c) The Executive  shall apply,  at the Company's  request and
         expense,  for United  States and foreign  letters  patent or copyrights
         either  in the  Executive's  name or  otherwise  as the  Company  shall
         desire.

                  (d) The  Executive  hereby  assigns to the  Company all of his
         rights to such Inventions, and to applications for United States and/or
         foreign  letters  patent  or  copyrights  and to United  States  and/or
         foreign letters patent or copyrights granted upon such Inventions.

                  (e) The Executive shall  acknowledge  and deliver  promptly to
         the Company,  without charge to the Company,  but at its expense,  such
         written  instruments  (including  applications  and assignments) and do
         such other acts, such as giving testimony in support of the Executive's
         inventorship, as may be necessary in the opinion of the Company to

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         obtain,  maintain,  extend,  reissue and enforce  United  States and/or
         foreign letters patent and copyrights relating to the Inventions and to
         vest the entire right and title  thereto in the Company or its nominee.
         The Executive  acknowledges and agrees that any copyright  developed or
         conceived of by the Executive during the term of Executive's employment
         which is related to the  business of the  Company  shall be a "work for
         hire" under the copyright law of the United States and other applicable
         jurisdictions.

                  (f) The Executive  represents  that his performance of all the
         terms of this  Agreement  and as an Executive of or  consultant  to the
         Company does not and will not breach any trust prior to his  employment
         by the Company.  The  Executive  agrees not to enter into any agreement
         either  written or oral in conflict  herewith and represents and agrees
         that he has not  brought  and will not bring with him to the Company or
         use in the  performance  of his  responsibilities  at the  Company  any
         materials  or documents of a former  employer  which are not  generally
         available to the public,  unless he has obtained written  authorization
         from the former employer for their  possession and use, a copy of which
         has been provided to the Company.

                  (g) No provisions of this Section shall be deemed to limit the
         restrictions applicable to the Executive under Section 15.

         17.      SHOP RIGHTS.

         The  Company  shall  also  have  the  royalty-free  right to use in its
business, and to make, use and sell products,  processes and/or services derived
from any inventions, discoveries, concepts and ideas, whether or not patentable,
including but not limited to processes,  methods,  formulas and  techniques,  as
well as improvements  thereof or know-how related thereto,  which are not within
the scope of  Inventions  as defined in Paragraph 16 but which are  conceived or
made by the Executive during the period he is engaged by the Company or with the
use or assistance of the Company's facilities, materials or personnel.

         18. NON-COMPETE.

         The Executive  hereby agrees that during the term of this Agreement and
for the period of two (2) years from the termination  hereof, the Executive will
not:

                  (a) Within any  jurisdiction  or marketing  area in the United
         States  in  which  the  Company  or any  subsidiary  thereof  is  doing
         business,  own, manage, operate or control any business of the type and
         character engaged in and competitive with the Company or any subsidiary
         thereof. For purposes of this paragraph, ownership of securities of not
         in excess of five percent (5%) of any class of  securities  of a public
         company shall not be considered to be  competition  with the Company or
         any subsidiary thereof; or


                                       11

<PAGE>



                  (b) Within any  jurisdiction  or marketing  area in the United
         States  in  which  the  Company  or any  subsidiary  thereof  is  doing
         business,  act  as,  or  become  employed  as,  an  officer,  director,
         executive,  consultant  or  agent  of  any  business  of the  type  and
         character  engaged in and  competitive  with the  Company or any of its
         subsidiaries; or

                  (c) Solicit any similar business to that of the Company's for,
         or sell  any  products  that  are in  competition  with  the  Company's
         products to, any company in the United States, which is, as of the date
         hereof, a customer or client of the Company or any of its subsidiaries,
         or was such a customer or client  thereof within two (2) years prior to
         the date of this Agreement; or

                  (d) Solicit the employment of, or hire, any full-time employee
         employed  by  the  Company  or  its  subsidiaries  as of  the  date  of
         termination of this Agreement.

         19.      REMEDIES.

         The  Executive  hereby  acknowledges  and  agrees  that a breach of the
agreements contained in this Agreement will cause irreparable harm and damage to
the Company,  that the remedy at law for the breach or threatened  breach of the
agreements set forth in this Agreement will be inadequate, and that, in addition
to all other  remedies  available  to the Company for such breach or  threatened
breach  (including,  without  limitation,  the right to  recover  damages),  the
Company  shall be entitled  to  injunctive  relief for any breach or  threatened
breach of the agreements contained in this Agreement.

         20.      ASSIGNMENT.

         Neither the Executive  nor the Company  shall assign this  Agreement or
its rights and duties hereunder,  or any interest herein,  without prior written
consent of the other party.

         21.      SUCCESSORS; BINDING AGREEMENT.

         The terms,  covenants and conditions of this  Agreement  shall inure to
the  benefit  of,  and shall be  binding  upon,  the  parties  hereto  and their
respective successors and permitted assignees.

         22.      SEVERABILITY.

         If it is  determined  by a court  of  competent  jurisdiction  that the
provisions of this Agreement are partially or totally  invalid or  unenforceable
because of the  duration or scope  hereof or because of the scope of  activities
prohibited  hereby,  or for any other reason,  these  provisions shall be deemed
modified to the extent necessary to render them valid and enforceable,  or shall
be excised from this Agreement, as circumstances may require, and the provisions
of this Agreement subsequent to such modification or deletion, shall be enforced
to the maximum extent and scope permitted by the laws of such jurisdiction.

                                       12

<PAGE>



         23.      NOTICE.

         All notices provided by this Agreement shall be in writing and shall be
given by facsimile transmission,  by overnight courier, by registered mail or by
personal delivery,  by one party to the other,  addressed to such other party at
the applicable address set forth below, or to such other address as may be given
for such  purpose by such other  party by notice  duly given  hereunder.  Notice
shall be deemed properly given on the date of delivery.

                       To the Executive: Leonard J. Fetcho
                               17628 Corte Potosi
                               San Diego, CA 92128
                            Telephone: (619) 487-1460

                      To the Company Eco-Air Products, Inc.
                                9455 Cabot Drive
                               San Diego, CA 92126
                            Telephone: (619) 271-8111
                            Facsimile: (619) 578-3816

                                 with copies to:

                                 Steven K. Clark
                              Flanders Corporation
                             2399 26th Avenue North
                                 P. O. Box 7568
                            St. Petersburg, FL 33734
                            Telephone: (813) 822-4411
                            Facsimile: (813) 822-5511

                                William C. Gibbs
                              Snell & Wilmer L.L.P.
                          111 East Broadway, Suite 900
                         Salt Lake City, Utah 84111-1004
                            Telephone: (801) 237-1900
                            Facsimile: (801) 237-1950

         24.      NO WAIVER.

         No waiver by either  party at any time of any breach by the other party
of, or  compliance  with,  any  condition or  provision of this  Agreement to be
performed  by the other party shall be deemed a waiver of similar or  dissimilar
provisions or conditions at the same time or any prior or subsequent time.


                                       13

<PAGE>



         25.      HEADINGS.

         The headings  herein  contained  are for  reference  only and shall not
affect the meaning or interpretation of any provision of this Agreement.

         26.      COUNTERPARTS.

         This  Agreement  may be executed in one or more  counterparts,  each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute one and the same instrument.

         27.      AMENDMENT OR TERMINATION.

         This Agreement may not be amended or terminated during its term, except
by written instrument executed by the Company and the Executive.

         28.      MEDIATION.

         Any claim,  dispute,  or  controversy  between the  parties  arising in
connection  with or relating to this  Agreement  or the making,  performance  or
interpretation  thereof shall,  if not settled by  negotiation,  be submitted to
non-binding  mediation under the Procedure for Mediation of Business Disputes of
the Center for Public Resources,  Inc. then in effect.  Any demand for mediation
shall be made in writing  and served  upon the other party in the same manner as
otherwise provided for notice in this Agreement. The demand shall set forth with
reasonable  specificity  the basis of the dispute and the  performance or relief
sought.  The parties  shall,  within  thirty (30) days of receipt of a demand to
mediate,  confer and select a mediator. The mediation shall take place at a time
and location in Carson City,  Nevada  mutually  agreeable to the parties and the
mediator,  but not later than sixty  (60) days after a demand for  mediation  is
received.  The cost of mediation,  other than attorneys'  fees,  shall be shared
equally by the parties.  Each party shall be responsible  for payment of its own
legal fees in connection with the mediation.

         29.      ARBITRATION.

         Any dispute  that is not settled by  mediation as provided in Paragraph
28 above shall be resolved by arbitration  in Carson City,  Nevada in accordance
with the Center for Public Resources, Inc. ("CPR") Non-Administered  Arbitration
Rules, in effect on the date the  above-described  demand for mediation is made,
by three independent and impartial arbitrators.  Each party shall appoint one of
the arbitrators and CPR shall appoint the third  arbitrator,  who shall serve as
chairman.  The arbitration  shall be governed by the Federal  Arbitration Act, 9
U.S.C.  ss. 1-16, and judgment upon the award rendered by the arbitrators may be
entered by any court having jurisdiction thereof.

                  (a) The arbitrators shall issue an award in writing specifying
         their findings of fact and  conclusions of law. The arbitrators are not
         empowered to award damages in

                                       14

<PAGE>



         excess of compensatory damages and each party hereby irrevocably waives
         any right to recover such damages with respect to the dispute.

                  (b) Upon the  application  by  either  party to a court for an
         order confirming, modifying or vacating the award, the court shall have
         the power to review  whether,  as a matter of law based on the findings
         of fact determined by the  arbitrators,  the award should be confirmed,
         or should be  modified or vacated in order to correct any errors of the
         law governing the substance of this  Agreement  that may have been made
         by the arbitrators. In order to effectuate such judicial review limited
         to issues of law, the parties agree (and shall  stipulate to the court)
         that the findings of fact made by the arbitrator(s)  shall be final and
         binding on the parties and shall serve as the facts to be  submitted to
         and relied on by the court in determining the extent to which the award
         should be confirmed, modified or vacated.

         30. ATTORNEYS' FEES.

         Should it become  necessary  for either  party to enforce  the terms of
this  Agreement  after any  attempt to resolve  the  dispute  through  mediation
pursuant to Section 28 is unsuccessful, the prevailing party thereafter shall be
entitled to receive from the non-prevailing party its reasonable attorneys' fees
and costs with respect to the enforcement of the terms of this Agreement.

         31.      ENTIRE AGREEMENT.

         This  Agreement sets forth the entire  agreement  between the Executive
and the Company with respect to the subject  matter  hereof,  and supersedes all
prior oral or written agreements,  negotiations,  commitments and understandings
with respect thereto.

         32.      GOVERNING LAW.

         This Agreement and the Executive's and the Company's  respective rights
and obligations  hereunder shall be governed by and construed in accordance with
the laws of the State of California  without  giving  effect to the  provisions,
principles, or policies thereof relating to choice or conflict laws.


                                       15

<PAGE>



         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date and year first above written.

                        ECO-AIR PRODUCTS, INC.



                        By: /s/ William O'Brien
                           -----------------------------------------------------

                        Name: William O'Brien
                             ---------------------------------------------------

                        Title: Executive V.P.
                              --------------------------------------------------


                        EXECUTIVE: /s/ Leonard Fetcho
                                  ----------------------------------------------
                                  Leonard Fetcho


                                       16

<PAGE>



                                    EXHIBIT A




<PAGE>


                                    EXHIBIT B

         Except as otherwise  provided in the Agreement,  the Executive shall be
entitled to those benefits (with any new or changed benefits being comparable or
better)  that are existing  immediately  prior to the date of  employment  which
includes, but are not limited to, those described in the handbook of Eco-Air and
the following:

         1. Group and/or  individual life insurance  policy (or policies) on the
life of the Executive with his choice of beneficiary in the amount of $120,000;

         2. Group Medical Insurance Program for the benefit of the Executive and
his dependents;

         3. Excess medical  program  whereby Eco-Air shall pay the medical costs
incurred by the Executive and his  dependents  which are in excess of the amount
paid by the Group  Medical  Insurance  Program  not to exceed  $5,000  per year;
provided such excess  medical  payments will be increased to include all federal
and  state  tax  withholding  and are  included  in the  Executive's  reportable
compensation;

         4. An automobile  to use both for company  business and for private use
with Eco-Air also paying all expenses of gas, oil and maintenance.  Personal use
by the Executive  will be declared as required by the Internal  Revenue Code and
its regulations and included as additional compensation;

         5. Eco-Air  shall be entitled to grant the Executive a leave of absence
with or  without  pay at any time or times  upon such  terms and  conditions  as
Eco-Air's board of directors may in its discretion determine;

         6. Executive shall be entitled to moving expenses not to exceed $10,000
to  relocate  household  furnishings  from  Syracuse,  New  York  to San  Diego,
California anytime during his employment.