THERMO-MIZER ENVIRONMENTAL CORP, 10KSB, 1996-09-30

THERMO-MIZER ENVIRONMENTAL CORP
10KSB, 1996-09-30
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended June 30, 1996
-------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______ to _______

Commission file number 33-80961-NY
-----------

THERMO-MIZER ENVIRONMENTAL CORP.
-------------------------------
(Exact name of small business in its charter)

Delaware 22-2312917
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

528 Oritan Avenue, Ridgefield, NJ 07657
--------------------------------- -----
Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: 201-941-5805
------------

Securities registered pursuant to Section 12 (b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001;
------------------------------
Redeemable Warrants
-------------------

Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No ___

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were $
2,125,959. The aggregate market value of common voting stock held by
non-affiliates of the Issuer was approximately $ 2,939,575 computed by
reference to the last sale price at which the stock was sold on June 25, 1996
as reported by Nasdaq. As of September 6, 1996, 1,896,500 shares of common
stock and 1,725,000 redeemable warrants were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III by Items 9, 10, 11 and 12 is incorporated
by reference to the Registrant's proxy statement in connection with the annual
meeting of shareholders to be held on November 14, 1996, which will be filed by
the Company within 120 days after the close of its fiscal year.

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Thermo-Mizer Environmental Corp. (the "Company"), based in Ridgefield,
New Jersey, designs, produces, and markets products based on microprocessors
which control or monitor temperature, humidity, emissions, and pollutants. From
its inception, the Company's primary products were chiller controls for air
conditioning systems in large office buildings and institutions and systems to
monitor temperature and humidity conditions in hospitals and pharmaceutical
manufacturing facilities. In 1990, Congress enacted the 1990 Amendments to the
Clean Air Act (the "1990 Amendments") which, among other things, require the
monitoring of emissions on a continuous basis. The Company has developed
products that are an integral part of Continuous Emission Monitoring Systems.
These products provide for reading, digitizing, calculating, storing and
reporting on the pollutants measured by sensors and analyzers provided by
others. It is anticipated that the demand for CEM systems will increase as
additional regulations providing for enhanced reporting of emissions become
effective. Each state has the responsibility of developing an implementation
plan. There is not one date certain when the regulations pertaining to CEM
become effective. In addition, the Company's products are used in the
manufacturing process of pharmaceutical products. Pursuant to regulations of
the Food and Drug Administration (the "FDA"), pharmaceutical manufacturers must
monitor and record the physical conditions under which certain pharmaceutical
products are manufactured because such factors as temperature and humidity can
affect the quality and composition of the manufactured product.

GENERAL

The Company was founded in 1978 by Jon J. Darcy to provide energy
efficient products for large heating and cooling systems. Since its inception,
the Company had changes in ownership and developed a family of products and
equipment related to environmental services. The Company was sold to a British
company in 1981. In 1984, Jon J. Darcy and several partners used a corporation
named Control Engineering which had been a subsidiary of the Company to acquire
the Company's assets. The subsidiary's name was changed to Thermo Engineering,
Inc. In 1987 Mr. Darcy increased his ownership interest and, since that time,
has determined the direction of the Company. In 1994, the name of the Company
was changed to Thermo-Mizer Environmental Corp., the corporate domicile was
changed from New Jersey to Delaware, and the capital structure was changed in
that one share was exchanged for 1,000 shares of common stock. In January 1996,
the Company effected a 1 to .75 reverse stock split of its common stock. In
March 1996, the Company completed an initial public offering of its common
stock and redeemable warrants.

Since inception, the Company's primary products related to chiller
controls and systems to monitor environmental conditions in hospitals and the
manufacturing areas of pharmaceutical companies. Chillers are an integral part
of the mechanical air conditioning systems in large buildings. In 1992, the
Company began adapting its proprietary technology to products that meet the
anticipated demand created by amendments adopted in the 1990 Amendments.

1990 AMENDMENTS

Congress adopted amendments to the Clean Air Act in Public Law 101-549
on November 15, 1990. The 1990 Amendments to the Clean Air Act, among other
things, require the monitoring of smoke stack and other emissions on a
continuous basis. The 1990 Amendments allow individual states to develop their
own implementation plans. The basics of the implementation plans will require
that the data be

<PAGE>

gathered and then assimilated and organized into reports and summaries which
must be submitted to the appropriate environmental regulatory authorities in a
format acceptable to such authorities. Management believes that the new
provisions will create additional demand for the Company's CEM products over
the next several years as different provisions become effective and as federal
regulatory authorities and state regulating agencies implement and adopt
regulations for CEM systems.

The 1990 Amendments require all major industrial sources of air
pollution to obtain a comprehensive operating permit. This permit represents
the means to implement the enhanced monitoring process required by the
regulations. Enhanced monitoring requires that an owner or operator detect
deviations involving the emission of six major pollutants for which the EPA has
set national standards. The pollutants include sulfur dioxide, lead, nitrogen
oxide, and carbon monoxide. The emissions must be monitored with sufficient
accuracy, frequency, precision, reliability and timeliness to determine if
compliance is continuous during the relevant reporting period. In regulations
adopted by the EPA, CEM provisions are applicable to electric or steam
generation plants with capacities greater than 10 million BTU's per hour.
Market information and projections are not readily available, however, the
Company believes that the largest portions of the marketplace are located in
New York, New Jersey, Texas and California.

The 1990 Amendments require the reduction of the types and amounts of
pollutants which can be emitted into the air. They also established a system of
"emission credits" which can be earned by companies reducing their emission
levels below prescribed levels. These "emission credits" can then be sold to
companies having emission levels above the prescribed levels. It is believed
that an active market may develop for these emission credits. Several states,
including California, Michigan and New Jersey, are now establishing or have
established public registries to facilitate the trading of emission credits.
Companies not in compliance will be subject to penalties, including fines and
other restrictions. CEM systems will be an integral part of the emission
credits process because they will report the level of emissions by the facility
which substantiates the basis for receiving credits.

PRODUCTS AND TECHNOLOGIES

The Company has one basic product line, products used for data
collection and analysis, with users spread over many industries. The Company's
products are designed to permit users to gather, analyze, summarize, and store
data about certain aspects of a physical environment on a real time basis.
Users of these products consist of industries having smoke stack emissions
(CEM), the pharmaceutical industry, and large office buildings and institutions
(chiller controls). All of the Company's products are microprocessor-based and
use the same computer board, proprietary operating system (an operating system
owned and developed for the Company), and input/output circuit board.

Each system is comprised of three basic parts. Data gathering is
accomplished in the target environment through sensors and analyzers which are
hardware devices purchased from other manufacturers. The sensors and analyzers
are placed in smoke stacks or in exhaust outlets. In the pharma- ceutical
manufacturing facilities the sensors and analyzers are placed in the
manufacturing area. The analyzers convert the data to electrical signals which
are transferred to the microprocessor. The Thermo-Mizer is a microprocessor
included in all Company systems which converts the real time data transmitted
from the analyzers and sensors to digital form which can then be processed by a
computer. The Thermo-Mizer digitizes the data from the analyzers and sensors,
performs all the required calculations, prepares the data for storage, formats
the data, and transmits the data to a personal computer. The personal computer

<PAGE>

is used to store the data in a data base and generates reports as required or
needed.

The microprocessor is designed, manufactured, and programmed by the
Company. It is comprised of a microcontroller purchased from an outside source,
but whose operating system is designed by the Company's software development
engineers. Application software is written by the Company's engineers to use
the microcontroller in a Thermo-Mizer system. The microcontroller chip is
placed on a circuit board designed by the Company with other electronic
components. All of the Company's products utilize the same circuit board,
microcontroller chip, and electronic components. The manufacturing and testing
of circuit boards is done by contract manufacturers. The Company's engineers do
all final assembly, testing and programming.

The Company's products all use the Company's basic technology and
products which can be modified and configured to meet the particular needs of
each industry and can be modified to comply with future regulatory requirements
because they are modular in design requiring only the change of specific boards
to perform different functions. The applications software will run on many
platforms or operating systems of personal computers, including UNIX, DOS,
Windows-NT and OS-2. The Company anticipates adapting to future changes by
revising software and changing the modules as it has been doing in its business
since 1988.

When developing a system, the Company purchases the analyzers and
sensors as well as the personal computers from outside sources. The Company
sells an entire system on a contractual basis (in which case it integrates the
analyzers, monitors, sensors, and personal computer purchased from other
manufacturers into one discrete system). The Company also sells the
Thermo-Mizer as the "brains" of the system to a systems integrator. The
contractor then incorporates the Thermo-Mizer as one of the components of the
system.

The Company's products are designed to be menu-driven so that, in many
cases, they can be installed without the assistance of a Company engineer. The
Company offers a fully integrated hardware/software solution for CEM systems.
The Company's products can communicate the data gathered from the sensors and
analyzer directly to the personal computer. Other companies manufacture either
hardware or software with integration of the two left to a systems integrator
("SI"). Use of specific hardware limits the SI's to use available software and
requires the use of other components in the system that communicate the data
gathered from the gas analyzer to the personal computer. This generally leads
to custom software requirements. Customization is very labor intensive, making
competitive products expensive and time consuming to install and thereby less
profitable for a systems integrator.

The Company believes that its products can easily be adapted to
different systems, making them cost effective and easy to install and use. When
regulatory authorities make changes in regulations, the Company believes that
it will be able to respond by modifying the software to adapt the system so the
customer can comply with the changes. The operating system is modular in design
and, therefore, flexible in nature. As changes are required the modules can be
added, removed or modified easily without effecting the rest of the operating
system.

CONTINUOUS EMISSION MONITORING

CEM is required by the 1990 Amendments, which mandate power generation
plants, co-generation plants, refuse to energy plants, sewage sludge burning
plants and other large users of energy to monitor emissions on a real time
basis

<PAGE>

by accumulating, summarizing, and storing information about the chemical
content of the emissions. Under the 1990 Amendments, state regulatory agencies
adopt state implementation plans within the parameters established by federal
law. In addition, state environmental agencies are promulgating compliance
regulations which require CEM.

State regulations to set up and establish a CEM system may require
such things as an equipment protocol review, performance specifications tests,
quality assurance, and preventive maintenance. All of these phases will be
subject to regulations including prior regulatory approvals and testing.

CEM systems may be used to meet enhanced monitoring requirements for
such chemicals as sulfur dioxide, nitrogen oxides, oxygen, carbon dioxide,
carbon monoxide, sulfur, hydrogen sulfide, ammonia or volatile organic
compounds. The systems may be required to chart the data at determined, pre-set
intervals. The protocols establish minimum data validity requirements. Further,
state environmental agencies may require telephonic access to the stored data
for verification of the reports provided which means that a CEM system must be
able to transmit data telephonically on a real time basis to a regulatory
agency's computer.

Some of the regulations to be phased in relate to the type of
emissions that will be monitored. Over time, more and more elements and
chemical compounds must be monitored on a continuous basis. Management believes
that its products provide a cost effective means of complying with the CEM
requirements, which will affect all facilities emitting certain minimum
quantities of pollutants through a smoke stack or chimney. The Company's
products provide customers with the ability to comply with the regulation by
gathering, documenting, and storing the required data on a real time basis. The
data is then organized into the pre-determined format for reporting to the
regulatory authorities. Because the Thermo-Mizer is driven and operated by
software, the Company will be able to reprogram the micro-controller through
software revisions to comply with new or amended regulations. Most, if not all
of these changes, can be made simply by installing the latest version of the
software. Software revisions may be a source of additional revenue to the
Company because existing customers will have to purchase software revisions to
bring their CEM system into compliance with the newest and latest requirements.

PHARMACEUTICAL INDUSTRY

The Company's products to monitor the environment are used in the
pharmaceutical industry. Presently the Company's products are used for
approximately 25 environmental applications used for pharmaceutical
manufacturing and laboratories. All manufacturers of health and pharmaceutical
products are subject to regulations promulgated by the FDA known as the Good
Manufacturing Procedures ("GMP"). GMP require that a product be made consistent
with a prescribed method established by the manufacturer in advance of
production runs of the product. The manufacturer then validates that all
parameters, set forth as monitored conditions for proper manufacture, are met.
During the manufacturing process these conditions must be monitored, recorded,
alarmed and controlled within specified parameters to ensure adherence to GMP.
Temperature, humidity and pressure are typically some of the key parameters
required to be monitored and controlled as these factors may affect the
quality, quantity, strength and purity of the drug being manufactured. The
Company's products are presently being used for approximately 25 pharmaceutical
manufacturing applications to monitor for compliance with GMP. These include
some of the major pharmaceutical manufacturers in the United States.

In addition to monitoring environmental conditions, the systems also

<PAGE>

document the conditions so that compliance with GMP can be recorded and
verified. The Company sells its products to other suppliers who incorporate the
Company's products into the entire system.

CHILLER CONTROLS

The oldest application of the Company's products is control systems
for heating, ventilating, and air conditioning ("HVAC") in large office
buildings and institutions. Instead of monitoring chemical emissions, this unit
monitors temperature and energy. The chiller control has similar technology but
represents a separate and distinct application.

The product is used primarily as a chiller control which regulates the
air conditioner component of a mechanical system. Many factories must upgrade
or modify their air conditioning systems because of the ban on the use of many
chloroflurocarbons ("CFC's"). CFC's are used in chiller units in most HVAC
environmental systems installed in large commercial buildings prior to 1990. As
air conditioning systems in large office buildings and factories are modified
and replaced, the Company anticipates that its chiller control will be in
demand because of cost savings benefits available through effective energy
control. Changing refrigerants causes a change or modification in the
mechanical system.

WARRANTY

The Company's hardware/software solutions have been designed to be
compatible with most systems configuration requirements. The Company's flexible
proprietary operating system allows for easy adaptation to future requirements.
The Company's policy is to warrant parts on new installations for one year from
the start-up of the system. Cost of the parts used in installations is not a
material component of the total installation costs.

MARKETING

The Company believes that its product lines and proprietary technology
are positioned to penetrate markets which are newly created or will expand by
environmental laws and regulations. Management believes that approximately 75%
of its current contract revenues result from referrals from existing or
previous customers. The principal impediments to expanding sales have been lack
of resources to establish a distribution network and the reluctance of larger
contractors to award major contracts to a small private company. The proceeds
from its recent public offering will assist the Company in overcoming these
impediments. Also, part of the offering proceeds have and will continue to be
used to employ marketing experts to create marketing and sales materials for
the Company's products that will include the production of brochures and other
marketing related material, an advertising campaign directed at creating name
and product recognition for the Company and the expansion of its overall market
research materials.

The Company's marketing efforts are divided into the two categories of
(i) system and contract sales and (ii) product sales.

SYSTEM AND CONTRACT SALES. System sales occur when the Company designs,
assembles, and installs entire environmental control systems for which it

<PAGE>

purchases and integrates equipment manufactured by other companies. The
Company's products are then designed into the system. Large system contracts
generally require formal bids. At first, the Company, by request, submits a
proposal. When the customer determines that the products meet the
specifications and requirements of the request for proposal, the Company then
submits a formal bid. In the past, the Company believes it was not awarded
certain contracts because it was perceived by the customer to be a small
company. Having greater resources created by its recent public offering will
increase its ability to win bids based on technological merit, price, and cost
effectiveness. In the past, most of the systems sold by the Company have
typically involved installation of chiller control systems or pharmaceutical
monitoring systems. The Company classifies all contracts and purchase orders
requiring a relatively large percentage of engineering effort as a "system
sale" regardless of the dollar value of the sale.

The Company intends to market CEM systems through its own marketing
personnel. It will hire additional sales personnel who will be responsible for
selling each of the systems that the Company provides. The Company has and will
continue to focus on hiring sales representatives who know and are known by
potential customers for systems. In addition to the hiring of sales personnel,
the Company will expand its marketing efforts by advertising in trade journals,
publishing case studies in trade journals, participating in tradeshows, and
implementing a direct mailing campaign. These efforts will require the
development of quality sales literature and information about the Company's
products. The overall goal is for the Company to increase potential customers'
awareness and knowledge about the Company and its products.

Systems contracts involve the integration of hardware and equipment
manufactured by different companies with the Company's products. System sales
comprised approximately 91% and 92%, respectively, of the Company's contract
and other revenues in fiscal 1996 and 1995.

PRODUCT SALES. Product sales involve the sale of the Company's
products to other manufacturers and contractors where the Company's products
are integrated into a system designed by someone else or installed directly by
the end user. The Company classifies transactions as "product sales" in those
cases in which installation of such product does not require assistance or
support from a Company engineer. The decision to purchase in these cases is
often made by a consulting engineer or installation contractor who sets forth
the specifications and requirements for a project or who must meet specific
requirements imposed by contract. The Company's products consist principally of
computer boards and operating software systems. The Company intends to develop
a sales and distribution network which will include independent sales
representatives for the sale of its products.

The marketing plan for product sales will be similar to the plan for
system sales in that it includes the need to establish a distribution network.
The independent sales representative in the network will not be Company
employees, but nevertheless must be trained and knowledgeable about the
capabilities and attributes of Company products. Independent sales
representatives will have to have sufficient knowledge of the Company's
products to sell the products to other manufacturers of CEM products or other
systems which can use the Thermo-Mizer as a component. Development of a sales
and distribution network is a high priority for the Company.

Product sales require less engineering to be performed by Company
engineers. System sales demand that the Company perform engineering and
installation in a unique setting. The Company by selling its product to others
avoids the site engineering and installation. Because the sale of products is
less labor intensive and time consuming than system sales, management believes
it will

<PAGE>

experience higher profit margins through greater operating leverage. Management
has no historical data to support this belief and no assurance can be given
that the Company will actually experience higher profit margins on product
sales. The Company's engineers performed marketing functions after learning of
anticipated construction or other needs for the Company's products. Company
personnel then made direct contact with owners and primary contractors to sell
products or systems. The development of a network of independent sales
representatives and the hiring of sales representatives represents a new phase
in the marketing plan of the Company. In addition, the Company intends to
expand the scope of its operations beyond its present geographical market area
of New York and New Jersey. It is anticipated that the Company will initially
develop its marketing network on a limited geographical basis. It will develop
one geographic location before expanding into another area or region.
Management has not developed a definitive plan as to the order or priority of
expansion into new geographical areas. If the Company is successful in
establishing an effective sales and distribution system for its products, for
which no assurance can be given, it will reduce its dependence on large
projects and systems contracts. The Company is attempting to shift its
marketing efforts and concentration from systems sales to product sales (see
"Management's Discussion and Analysis of Operations").

The Company recently announced the introduction of two new products, the
Minimizer Process Controller and T-Vision Report Software, and has acquired the
rights to a new steam trap. These products fit well into the Company's overall
strategy. In addition, the Company has entered into an agreement which will
enable it to enter into the real time metering business. Entering the real time
metering business introduces the Company to large companies which are also
potential customers for a variety of other products and services offered by the
Company.

COMPETITION

Competition in the market niches in which the Company operates is
fragmented. CEM systems are a new market currently served by several small
engineering specialty companies. No firm dominates the market. Competition in
the pharmaceutical industry are major industrial companies including Landis &
Gyr Power, Johnson Controls, and Honeywell. Competition in the chiller control
business include Carrier, Trane, and York. The Company believes that its
competitive advantage is derived from the flexibility of its products which
permits users to integrate equipment made by more than one manufacturer. No
market share data is available for the Company and its competitors. No
assurances can be given that large companies with greater financial and
marketing resources than are possessed by the Company will not enter the
Company's market niches as demand increases for products needed for compliance
with newly-enacted regulations for continuous emissions monitoring.

EMPLOYEES

At June 30, 1996, the Company has 18 employees, of which ten are
engineers or have degrees in applied science. The Company considers all ten to
be engineers. The remaining employees perform administrative and shop assembly
responsibilities. The employees are not unionized, and the Company has no
collective bargaining agreement. Messrs. Darcy, Scally and Camp as the
president and project managers, respectively, are considered as key employees.

ITEM 2. FACILITIES

The Company leases 7,000 square feet of office and research facilities
in Ridgefield, New Jersey under the terms of a lease expiring in January 1997.

<PAGE>

MANUFACTURING

The Company uses contract manufacturers to assemble and test
subassemblies and components for its products. Computer hardware and other
components used for systems are purchased from original equipment manufacturers
and other suppliers. The Company's proprietary software controls the operation
of the products. The complete system is assembled, tested, and programmed by
the Company's engineers. Depending on the circumstances the system is then
installed by the end user or their contractors.

Management believes that its sources of equipment, parts and supplies
are sufficient as all required parts and components are readily available and
can be acquired from alternative sources. The Company does not manufacture a
system unless it has a contract or a purchase order from the customer. The
Company has limited inventory. At June 30, 1996, its backlog was approximately
$780,029, substantially all of which is scheduled to be completed during the
fiscal year ending June 30, 1997.

RESEARCH AND DEVELOPMENT

The Company operates in an industry subject to rapid and significant
technological change. Future growth for the Company is dependent on its ability
to innovate and adapt its technologies to the changing needs of a marketplace
defined in large part by Federal and state environmental regulations. During
fiscal years ended June 30, 1996 and 1995, most of the product development
costs ($169,667 and $197,978, respectively) were expended for the development
of the CEM products. Although no precise dollar amount has been determined, the
Company will continue to allocate resources to product development. The Company
charges development costs to operations as incurred. The Company intends to
work closely with its customers and prospective customers to determine their
requirements and to design enhancements and new products to meet changes in the
regulatory environment. Much of this knowledge is derived from performing
systems contracts.

The Company has one process patent for its chiller control system.
However, the Company relies on its proprietary technology and know-how to
maintain or establish competitive position or advantage.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material litigation and is not aware
of any pending or threatened litigation that could have a material adverse
effect on it or its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's Common Stock and Redeemable Warrants are
quoted on the NASDAQ Small Cap Market under the symbols "THMZ" and "THMW",
respectively. Both

<PAGE>

securities commenced trading on February 27, 1996. The table below sets forth
the high and low sale prices for the Company's Common Stock and Warrants as
reported by NASDAQ:

Quarter Ended Common Stock Warrants
--------------- ------------------------ ----------------------
High Low High Low
------ --------- ------ --------
<S> <C> <C> <C> <C>
March 31, 1996 $8.00 $1-31/64 $5-3/8 $1-1/4
June 30, 1996 $3.00 $1-3/8 $1-1/4 $1/8

</TABLE>

There are approximately 890 stockholders of record of the
Company's Common Stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995.

The Company cautions readers that important factors may affect the
Company's actual results and could cause such results to differ materially from
forward-looking statements made by or on behalf of the Company. Such factors
include, but are not limited to, changing market conditions, the impact of
competitive products, pricing, acceptance of the Company's products in
development and other risks detailed herein and in other filings that the
Company makes with the Securities and Exchange Commission.

GENERAL

The Company's operations are currently dominated by systems contracts
with customers in the pharmaceutical and chiller control industries.
Fluctuations in sales, revenues and operating results can and do occur because
of the timing of such contracts since certain larger contracts require greater
amounts of vendors' materials and use of subcontractors than do other
contracts. Generally, gross margins are lower on those contracts which require
the purchase of significant amounts of vendor materials and services compared
with contracts which are more engineering or labor intensive. In addition, the
Company's engineering staff is capable of serving a significant volume of
business. Thus, engineering costs do not fluctuate at the same rate as
revenues. This means that if revenues increase, gross profits will increase at
a faster rate than revenue. The reverse is true if revenues were to decrease
below the break-even point.

Because of the Company's historical emphasis on systems sales, a
substantial portion of its revenue is derived from a relatively few number of
contracts. In general, the Company has between 45 and 50 open contracts in a
fiscal quarter of which fewer than ten comprise more than 50 percent of
revenues for that quarter. This also means that a small number of customers
make up a large percentage of sales. For the year ended June 30, 1996, sales to
six customers comprised 87% of total sales (with individual customers
comprising 23%, 20%, 13%, 11%, 10% and 10%, respectively, of total sales.) For
the fiscal year ended June 30, 1995, sales to three customers accounted for 50%
of total sales with individual customers comprising 21%, 15% and 14%,
respectively, of total sales.

<PAGE>

The Company is implementing a strategy to reduce its dependence on
large contracts by increasing its focus on product sales and service. Its
product development efforts have resulted in the recent introduction of two new
products, and several others are under development. No assurance can be given
that the Company will be successful in these efforts. However, if these efforts
are successful, certain historical relationships between costs and revenues may
not be indicative of such relationships in the future.

RESULTS OF OPERATIONS

Comparison of Fiscal 1996 to 1995

As described elsewhere herein, the Company completed an initial public
offering of its common stock and warrants in March 1996. Thereafter, it
commenced implementing a strategy designed to make it a product and service,
rather than a systems, driven business. This strategy required it to make a
variety of investments in human resources, management systems and product
development which negatively impacted earnings following the closing of the
public offering and will continue to impact earnings during fiscal 1997. The
Company believes that it will begin realizing the benefits from these
investments during the second half of fiscal 1997, although no assurances
thereof can be given.

The investments include (i) hiring a new chief financial officer, (ii)
expanding the Company's software development capabilities, (iii) developing and
implementing new management control and reporting systems,(iv)hiring new sales
and marketing professionals, (v) conducting a sophisticated analysis of the
Company's marketplace, and (vi) acquiring the rights to certain new products
which fit well into the Company's overall strategy. Many of these investments
were made late in fiscal 1996 and, therefore, their effect on operating results
will be greater during fiscal 1997 than they were during fiscal 1996. In
addition, fiscal 1997's operating results will be impacted by several
transactions which took place during the three months ending September 30, 1996
and related to the engagement of a financial public relations and acquisition
consultant, the issuance of nonqualified stock options and the cancellation of
the Underwriting Agreement (see Note 13 of "Notes to Financial Statements").

A comparison of activity between fiscal 1996 and 1995 is as follows:

Caption 1996 % 1995 % Change
<S> <C> <C> <C> <C> <C>
Contract and other revenues $2,125,959 $2,548,660 $-422,701
Cost of revenues 1,437,682 0.676 0.652 -224,788
1,661,470
Gross profit 688,277 0.324 887,190 0.348 -198,913
Expenses:
Personnel and related costs 246,489 0.116 233,110 0.091 13,379
Administration expenses 304,057 0.143 180,039 0.071 124,018
Product development costs 169,667 0.080 197,978 0.078 -28,311
Selling expenses 113,629 0.053 68,344 0.027 45,285
Occupancy costs 38,333 0.018 39,593 0.016 -1,260
Total Expenses 872,175 0.410 719,064 0.282 153,111
Operating Income (Loss) -183,898 -0.087 168,126 0.066 -352,024
Interest-Net 15,117 0.007 42,572 0.017 57,689
Income before income taxes -168,781 -0.079 125,554 0.049 -294,335
Income Taxes-Net 55,643 0.026 30,874 0.012 86,517
Net Income (Loss) $-113,138 -0.053 $94,680 0.037 $-207,818

</TABLE>

Sales decreased by $422,701 (or 16.6%)in fiscal 1996 compared to
fiscal 1995

<PAGE>

because (i) a portion of a major contract expected to be completed in fiscal
1996 was delayed by the customer such that it will be completed in fiscal 1997;
(ii) service revenues declined by $30,200; (iii) two large pharmaceutical
customers had unexpected temporary moratoriums on capital expenditures and (iv)
there was a decrease in the number of smaller jobs. The Company has engaged a
new national sales manager, as well as two salesmen, to solicit new business in
a more aggressive way in fiscal 1997 and thereafter.

Cost of sales decreased by $224,788 (or 13.5%) in fiscal 1996 compared
with fiscal 1995. The decrease resulted from the decrease in sales. Cost of
sales, as a percentage of sales, increased to 67.6% in fiscal 1996 from 65.2%
in fiscal 1995 principally because the contracts undertaken in fiscal 1996 were
more material intensive than were those in fiscal 1995. Material and outside
purchases constituted 27% of cost of sales in fiscal 1996 compared with 20% in
fiscal 1995. A substantial portion of this change relates to one large hospital
contract in progress. Material-intensive contracts are generally less
profitable than are engineering-intensive contracts.

The major changes in selling, general and administrative expenses
during fiscal 1996 compared with fiscal 1995 relate to: administrative expenses
($124,018) and selling expenses ($153,111). Administrative expenses increased
principally because of (i) amortization of the consulting agreement associated
with the underwriter ($38,700), expenses of financial public relations
($23,224), increased insurance costs principally caused by director and officer
liability insurance ($23,647), and increased accounting and director costs
caused by being a public company ($47,784). These increases were partially
offset by decreases in software and other office costs. The increase in selling
expenses was principally caused by costs of a comprehensive marketing survey
($29,516) and the costs of attending tradeshows ($22,433). As stated above, the
Company has hired additional finance, marketing, sales and engineering
personnel in order for it to implement its strategic plan. Most of these
individuals were hired during the fourth quarter of fiscal 1996 or early in the
first quarter of fiscal 1997. Thus, the impact of their salaries on operations
will be greater in fiscal 1997 than is reflected in fiscal 1996 results.

The change in interest-net is a direct result of the Company realizing
interest income of $43,092 in fiscal 1996 because it invested the proceeds from
its initial public offering in time deposits.

The income tax benefit in fiscal 1996 relates to the amount of income
taxes which are recoverable from the carryback of the net operating loss
incurred in fiscal 1996.

COMPARISON OF FISCAL 1995 TO 1994.

Contract and other revenue increased by $269,582 (or 11.8%) to
$2,548,660 during fiscal 1995 from $2,279,078 in fiscal 1994. This increase was
a result of: (i) the addition of two people to the Company's engineering staff
that enabled it to bid and perform more contracts, and

(ii) an increase in service revenue of $23,902 to $198,578 from
$174,674.

The cost of contract and other revenue increased by $70,149 (or 4.4%)
to $1,661,470 in fiscal 1995 from $1,591,321 in fiscal 1994, and the gross
profit percentage increased to 34.8% from 30.2%. Factors contributing to the
increase in the gross profit were:

(i) in fiscal 1994, a large installation that required significant
amounts

<PAGE>

of vendor supplied materials and services reduced the gross profit percentage
below that realized on other Company contracts;

(ii) the benefit of software purchased in 1994 that enabled the
Company to perform certain services in-house which were previously outsources,
was realized full in fiscal 1995, and

(iii) the increase in service revenue in 1995 did not entail
significant incremental costs.

Selling, general and administrative ('SG&A") costs increased by
$60,040 (or 13.0%) to $521,086 in fiscal 1995 from $461,046 in fiscal 1994.
SG&A costs, as a percentage of contract and other revenue, were 20.4% in fiscal
1995 and were 20.2% in fiscal 1994. Many administrative and selling costs
remain fixed over a relatively wide range of revenues. Personnel costs
decreased by $13,520 to $233,110 form $246,630 principally because the Company
elected not to make a contribution to the Company's 401K profit share plan in
fiscal 1995 and a contribution was made in fiscal 1994. Administrative costs
increased by $54,382 to $180,039 from $125,567 principally because of costs
incurred to improve management reporting systems and professional fees
associated with the Company's reorganization described elsewhere herein.
Selling expenses increased by $18,828 to $68,344 from $49,516 principally
because of costs associated with a market survey purchased in fiscal 1995.

Product development costs increased by $114,914 to $197,978 in fiscal
1995 from $83,604 in fiscal 1994. This was caused by an increase in
expenditures to design and develop Continuous Emissions Monitoring (CEM)
products.

The differences between the effective income tax rates and the federal
statutory rate are attributable to:

(i) state and local income taxes;

(ii) research and development credits that are available in fiscal
1995 and were not available in fiscal 1994, and

(iii) the benefit of graduated tax rates.

LIQUIDITY AND CAPITAL RESOURCES

The Company completed an initial public offering of its common stock
and warrants in March 1996. The net proceeds therefrom ($3,114,500) provide the
Company with adequate liquidity and resources to meet its operating needs
during the foreseeable future. However, the Company would require additional
capital or other form of financing if it identifies an attractive acquisition
target or other major nonoperating project. In July 1996, the Company engaged a
financial public relations and acquisition consultant. Management will consider
making an acquisition if such an acquisition will expedite the Company
achieving its goals. No specific acquisition target has been identified.

The Company is obligated for a $375,000 bank loan dated March 8, 1996
which is collateralized by a certificate of deposit. Such loan bears interest
at the rate of 5.85 percent per annum and is due on April 1, 1997. The proceeds
of this bank loan were used to repay indebtedness due principally to trusts for
family members of Company officers. The bank loan is at a rate more favorable
to the Company than the loans which were repaid.

The Company is considering negotiating a formal credit facility with a
bank, although no additional sources of funds are necessary at this time for
operating

<PAGE>

purposes.

SEASONALITY

The demand for the Company's products is not seasonal. However,
lengthy stretches of inclement weather can create delays in the performance of
some systems contracts.

NEW ACCOUNTING PRONOUNCEMENTS

No new accounting pronouncements are expected to have a significant
impact on the Company.

ITEM 7. FINANCIAL STATEMENTS

The financial statements are filed as part of this Annual Report on
Form 10-KSB.

ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None. The Company has not had any disagreements regarding the
presentation of its financial statements or the application of any Generally
Accepted Accounting Principles.

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

The executive officers and directors of the Company are as follows:

NAME AGE POSITION WITH THE COMPANY
<S> <C> <C>
Edward A. Sundberg 49 Co-Chairman of the Board

William B. Benack 76 Co-Chairman of the Board

Jon J. Darcy 48 President,Chief Executive Officer
and Director

<PAGE>

Edward A. Heil 45 Director

K. Ivan F. Gothner 38 Director

Carl R. Bruno 64 Director

Prem S. Chopra 62 Chief Financial Officer

Steven W. Schuster 41 Secretary

</TABLE>

All Directors hold office until the next annual meeting of
shareholders of the Company or until their successors have been elected. All
officers are appointed annually by the Board of Directors and, subject to
existing employment agreements, serve at the discretion of the Board.

Outside directors receive $4,000 per year plus $350 per meeting as
compensation for serving on the Board of Directors. All Directors are
reimbursed by the Company for expenses incurred in attending Directors'
meetings.

BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS

JON J. DARCY co-founded the Company in 1978 and has been an executive
with it since inception and President since 1987. He has a Bachelor of Science
degree from the State University of New York Maritime College. Mr. Darcy is a
cousin to William B. Benack.

EDWARD A. SUNDBERG has been President of ConsultAmerica, Inc., a
business consulting firm, since 1992. From 1989 to 1992, he was Executive Vice
President of ISS International Service Systems, Inc. Mr. Sundberg holds a
Bachelor of Science degree from the United States Naval Academy and a Master
of Business Administration from Boston University.

WILLIAM B. BENACK is an attorney who has served as a consultant and
director for the Company since 1987. Mr. Benack has practiced as an attorney
since 1969. and was the Company's Chief Financial Officer from August 1994
until May 1996. Prior thereto, he provided consulting services to the Company.
Mr. Benack holds a Bachelor of Arts degree from Fordham University and a Juris
Doctorate from New York University.

EDWARD A. HEIL is a certified public accountant and a principal since
January 1992 in Independent Network Group, Inc., a financial consulting firm.
From 1984 through December 1991 he was a partner in the accounting firm,
Deloitte & Touche. From 1973 to 1984 he was employed in various professional
capacities by Deloitte & Touche. Mr. Heil holds Bachelor of Arts and Master of
Business Administration degrees from New York University.

K. IVAN F. GOTHNER became employed as a managing director of First
United Equities, Inc., a broker-dealer which is a member of the National
Association of Securities Dealers, Inc., in August of 1995. He was President
of Breasy Medical Equipment (US), Inc. from October 1994 to August 1995. From
January 1993 through September 1994 he was General Partner of Adirondack
Partners, LP. From 1990 to 1992 he was a Senior Vice President at Barclays
Bank of New York. Prior thereto, he was a Senior Vice President at Kleinwort
Benson Limited, an investment banking firm. Mr. Gothner holds Bachelor of
Arts and Master of Arts degrees from Columbia University.

CARL R. BRUNO is a certified public accountant who has been the Chief

<PAGE>

Financial Officer of DiFazio Electric, Inc. since November 1987 and is also a
director of State Bancorp., Inc. He holds a Bachelor of Arts in accounting form
the State University of New York at Plattsburgh.

PREM S. CHOPRA is a certified cost and management accountant and
joined the Company as Chief Financial Officer in June 1996. From 1981 to 1995
he was corporate controller of Carey Energy Corporation. He holds a Master of
Business Administration degree from Long Island University.

STEVEN W. SCHUSTER has been secretary of the Company since July 1996.
He is a member of McLaughlin & Stern, counsel to the Company, since 1995. Mr.
Schuster has practiced corporate and securities law for the past 15 years. He
received a Bachelor of Arts degree from Harvard University and a Juris
Doctorate from New York University.

KEY EMPLOYEES

JAMES SCALLY, age 56, is a project manager having responsibility for
product design, application engineering and systems installation. Mr. Scally,
who holds a B.S.M.E. degree from New Jersey Institute of Technology, has more
than 25 years of experience in the automation and controls industry. He joined
the Company in 1982.

FRANK CAMP, age 42, is a project manager having responsibilities for
installation of electronic systems, and the evaluation of the hardware and
software in existing digital and solid state systems. Mr. Camp holds a B.S.E.E.
degree from New Jersey Institute of Technology. He joined the Company in 1978.

DAVID J. MUSTO, age 30, became the Company's National Sales Manager in
July 1996. From October 1994 to July 1996, he was a senior sales engineer for
Electronic Systems USA, Inc. From June 1990 to October 1994, he was a sales and
design specialist for Honeywell, Inc. Mr. Musto holds a B.S. degree Rensseler
Polytechnic Institute.

The information required by this Item 9 as to directors is
incorporated by reference to the information captioned "Election of Directors"
included in the Company's definitive proxy statement in connection with the
meeting of shareholders to be held on November 14, 1996. The information
required by this Item 9 as to executive officers is included in Part I of this
Report, except that the information regarding compliance with Section 16 of the
Securities and Exchange Act of 1934 and the Rules promulgated thereunder is
incorporated by reference therein to the Company's definitive proxy statement
in connection with the meeting of shareholders to be held on November 14, 1996.

ITEM 10. EXECUTIVE COMPENSATION

Jon J. Darcy, President and Chief Executive Officer, received
compensation of approximately $131,000 in each of fiscal 1996 and 1995
(consisting of salary of $123,000 and benefits having an estimated value of
$8,000). No other employee, officer or director received annual compensation of
as much as $100,000. The Board of Directors has established a compensation
committee comprised of outside directors to review compensation matters as well
as any new employment contracts. The Company has a health and disability plan
and a 401(k) plan for its employees.

EMPLOYMENT AGREEMENTS

In November 1994, the Company entered into a three-year
employment

<PAGE>

agreement with Jon J. Darcy, President and Chief Executive Officer of the
Company, under which he will receive an annual salary of $123,000 per annum for
the first year with an increase of $3,690 in the second year and an additional
increase of $3,800 in the third year. The employment agreement also provides
for the use of a car and that the Board of Directors may award Mr. Darcy
bonuses and other incentive compensation as it deems appropriate, based upon
the Company's operating performance or other reasonable criteria and includes a
restrictive covenant limiting Mr. Darcy's ability to obtain employment with a
competitor or potential competitor.

In June 1996, the Company entered into three-year employment agreements
with three software engineers under which it is obligated to pay annual
salaries of $60,000 to each such engineer. The agreements contain
covenants-not-to-compete and confidentiality agreements, as well as provisions
for severance pay if the Company terminates any or all such agreements for
other than cause.

STOCK OPTION PLAN

The Board of Directors has adopted the Thermo-Mizer Environmental
Corp. 1996 Stock Incentive Plan (the "Plan"), subject to shareholder approval
at the annual meeting to be held on November 14, 1996. The Plan, which expires
ten years from the date adopted, enables the Company to grant incentive stock
options, nonqualified options and stock appreciation rights ("SARs") for up to
500,000 shares of the Company's Common Stock. Incentive stock options granted
under the Plan must conform to applicable Federal income tax regulations and
have an exercise price not less than the fair market value of shares at the
date of grant (110% of fair market value for ten percent or more stockholders).
Other options and SARs may be granted on terms determined by a committee of the
Board of Directors.

The information required by this Item 10 is incorporated by reference
to the information captioned "Remuneration and Other Transactions with
Management" included in the Company's definitive proxy statement in connection
with the meeting of shareholders to be held on November 14, 1996.

ITEM 11. SECURITY OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the
Company regarding beneficial ownership of the Company's Common Stock at June
30, 1996 by (i) each person known by the Company to own, directly or
beneficially, more than 5% of the Company's Common Stock, (ii) each of the
Company's directors, and (iii) all officers and directors of the Company as a
group. Except as otherwise indicated, the Company believes that the beneficial
owners of the Common Stock listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws, where applicable.

AMOUNT AND NATURE OF BENEFICIAL OWNER

NAME AND ADDRESS OF NUMBER OF PERCENT Of
BENEFICIAL OWNER (3) SHARES OWNED SHARES OWNED (2)
<S> <C> <C>

Jon J. Darcy 549,750 29.0

</TABLE>

<PAGE>

NAME AND ADDRESS OF NUMBER OF PERCENT Of
BENEFICIAL OWNER (3) SHARES OWNED SHARES OWNED (2)
<S> <C> <C>
William B. Benack 418,750(1) 22.1

Edward A. Heil -0- -0-

Edward A. Sundberg 1,500 0.1

K. Ivan F. Gothner -0- -0-

Carl R. Bruno 3,750 0.2

Prem S. Chopra -0- -0-

Steven W. Schuster 1,000 -0-

Directors and Officers 974,750 51.4
as a Group (8 persons)

</TABLE>

(1) Includes 112,500 shares held in trust for Mr. Darcy's
children. Mr. William B. Benack is the trustee for the trust and has power
to vote the shares.

(2) Does not give effect to (i) a maximum of 1,725,000 shares of
Common Stock, subject to adjustment, issuable upon the exercise of outstanding
warrants and (ii) 225,000 shares of Common Stock reserved for issuance upon the
exercise of the Underwriter's Warrants and the Warrants contained therein.

(3) The address for each individual listed above is 528 Oritan Avenue,
Ridgefield, New Jersey 07657.

The information required by this Item 11 is incorporated by reference
to the information captioned "Voting Securities" included in the Company's
definitive proxy statement in connection with the meeting of shareholders to be
held on November 14, 1996.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 12 is incorporated by reference
to the information captioned "Remuneration and Other Transactions with
Management" included in the Company's definitive proxy statement in connection
with the meeting of shareholders to be held on November 14, 1996.

<PAGE>

Each unit consists of one share of common stock and two Class B warrants. Each
Class B warrant entitles the holder thereof to purchase one share of common
stock at an exercise price equal to the greater of (i) $3 per share or (ii)
120% of the offering price of a share of common stock in a secondary public
offering which results in gross proceeds of at least $3,500,000. The Class B
warrants are exercisable for a period of five years commencing on the earlier
of (i) one year from the date that the option was granted or (ii) the
consummation of an acquisition, as defined, by the Company. The Company
registered all securities covered by the Option in a Registration Statement on
Form S-8. The Class B Warrants are not listed on any exchange and are,
therefore, not readily transferable.
Solay may exercise options for up to 250,000 units upon the effective
date of the Company's Registration Statement on Form S-8 and for an additional
40,000 units within 90 days thereafter. The remainder of the Option becomes
exercisable at the earlier of (i) the consummation by the Company of an
acquisition, as defined, or (ii) 18 months from the date of grant. The Option
expires five years from the date of grant. Solay granted an irrevocable proxy
to vote all shares purchased by Solay pursuant to the Option to the Company's
President. Such proxy terminates at the time that the shares are sold,
exclusive of a transfer pursuant to a pledge of the shares.

As part of the agreement with Solay, Nationwide Securities, Inc.
("Nationwide"), the underwriter for the Company's initial public offering,
agreed to cancel the Underwriting Agreement effectively eliminating all
restrictive covenants set forth therein and severing the relationship between
the Company and Nationwide. Accordingly, the Company also wrote off the
unamortized portion, amounting to $100,000, of the Nationwide consulting
agreement (see Note 8 of "Notes to Financial Statements") during the
three-month period ending September 30, 1996.

Nationwide and the Company also entered into a Release Agreement in
which both parties agreed, among other things, to release each other, fully and
forever, from any and all actions, causes of action, judgments claims and
obligations. As part of the Release Agreement, Nationwide represented that the
Company was not in default with respect to any representation, warranty or
covenant included in the Underwriting Agreement.

The Company authorized the issuance of nonqualified options for 180,000
units to officers and directors. The units covered by these nonqualified options
are identical to the units included in the Option issued to Solay, except that
they are exercisable at estimated fair market price at the date of grant. All
securities included in these nonqualified options will be registered on a
Registration Statement on Form S-8.

The transactions above result in a modification of the exercise price
of the Redeemable Warrants issued as part of the Company's initial public
offering (see Note 8 of "Notes to Financial Statement") under the antidilution
provisions of the warrant agreement. If all 730,000 shares of common stock
included in the units are issued, the exercise price of the Redeemable Warrants
would be reduced from $6.00 to $4.59.

PART IV EXHIBITS AND REPORTS ON FORM 8-K

A. EXHIBITS

INDEX TO EXHIBITS

1(k). Amendment of Underwriting Agreement

<PAGE>

1(l). Release Agreement among Nationwide Securities, Inc. (and its
affiliates) and Thermo-Mizer Environmental Corp.

2. *Plan of Merger for Thermo Engineering,
Certificate of Ownership and Merger,
Certificate of Merger.

3.(i) *Certificates of Incorporation.

3.(ii) *By-laws.

4.(i) *Specimen Certificate of Common Stock.

4.(ii) *Form of Warrant Purchase Option.

10.(i) *Employment Agreement - Jon Darcy.

10.(ii) *Premium Reduction Option Cafeteria Plan.

10.(iii) *Lease Agreement.

10.(iv) *401(k) Retirement Plan and Profit Sharing Plan.

10.(v) Thermo-Mizer Environmental Corp. 1996 Stock Incentive Plan.

10.(vi) Employment Agreement - Thomas B. Lewis

10.(vii) Employment Agreement - Jeffrey A. Buser

10.(viii) Employment Agreement - Eric W. Stark

10.(ix) Enersave Agreement

10.(x) Agreement with Advance Process Control, Inc.

10.(xi) Consulting Agreement with Solay, Inc.

14. *Assignment of Patent.

27. Financial Data Schedule, which is submitted electronically
to the Securities and Exchange Commission for information
only and not filed.
*This document was previously filed with the Commission and is incorporated
herein by reference.

B. REPORTS ON FORM 8-K

During the last fiscal quarter, the Company did not file a report on
Form 8-K.

<PAGE>

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

/s/Jon J. Darcy
-----------------------------------------
JON J. DARCY
Title: President and Chief Executive
Officer, Director
(Principal Executive Officer)
Date: September 30, 1996

/s/Prem S. Chopra
------------------------------------------
PREM S. CHOPRA
Title: Chief Financial Officer
(Principal Financial Officer)
Date: September 30, 1996
Directors

/s/Edward A. Sundberg
-------------------------------------------
EDWARD A. SUNDBERG
Title: Director and Co-Chairman
Date: September 30, 1996

-------------------------------------------
WILLIAM B. BENACK
Title: Director and Co-Chairman
Date: _______________

/s/Edward A. Heil
-------------------------------------------
EDWARD A. HEIL
Title: Director
Date: September 30, 1996

/s/K. Ivan F. Gothner
--------------------------------------------
K. IVAN F. GOTHNER
Title: Director
Date: September 30, 1996

---------------------------------------------
CARL R. BRUNO
Title: Director
Date: _______________

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.

TABLE OF CONTENTS

PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 25

FINANCIAL STATEMENTS:

Balance Sheet at June 30, 1996 26

Statements of Operations for the Years Ended June 30, 1996
and 1995 28

Statements of Cash Flows for the Years Ended June 30, 1996
and 1995 29

Statements of Stockholders' Equity for the Years Ended June 30,
1996 and 1995 30

Notes to Financial Statements 31

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Thermo-Mizer Environmental Corp.
Ridgefield, New Jersey

We have audited the accompanying balance sheet of Thermo-Mizer Environmental
Corp. as of June 30, 1996 and the related statements of operations and
stockholders' equity, and cash flows for each of the two years in the period
ended June 30, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Thermo-Mizer Environmental
Corp. as of June 30, 1996 and the results of its operations and cash flows for
each of the two years in the period ended June 30, 1996 in conformity with
generally accepted accounting principles.

Eichler Bergsman & Co., LLP
New York, New York
September 4, 1996 (except for
Note 13, as to which the date
is September 30, 1996)

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.

BALANCE SHEET
JUNE 30, 1996
ASSETS

<S> <C>
Current Assets
Cash and cash equivalents (note 2) $ 2,181,092
Other time deposits (notes 2 and 6) 375,000
Contracts receivable--net of allowance of $15,000 (note 3) 790,451
Inventories (note 2) 315,452
Contract revenues in excess of billings on
uncompleted contracts(notes 2 and 5) 254,838
Prepaid expenses and other (notes 7 and 8) 189,240
-----------

Total Current Assets 4,106,073

Property and Equipment--net (notes 2 and 4) 100,404

Other Assets (note 8) 45,867
-----------

Total Assets $ 4,252,344
===========

</TABLE>

See Notes to Financial Statements.

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.

BALANCE SHEET
JUNE 30, 1996

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

<TABLE>
<CAPTION>
<S> <C>
Current Liabilities
Note payable to bank (note 6) $ 375,000
Accounts payable--trade 260,092
Accrued expenses and other 68,714
---------
Total Current Liabilities 703,806
---------
Commitments and Contingencies (note 9)

Stockholders' Equity (notes 8 and 13)
Common stock, $.001 par value,
25,000,000 authorized shares;
1,896,500 issued and
outstanding shares 1,896
Additional paid-in capital 3,243,151
Retained earnings 303,491
----------
Total Stockholders' Equity 3,548,538
----------

Total Liabilities and Stockholders' Equity $4,252,344
===========
</TABLE>

See Notes to Financial Statements.

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995

1996 1995
---- ----
<S> <C> <C>
Contract and other revenues (notes 2 and 11) $2,125,959 $2,548,660
Cost of revenues 1,437,682 1,661,470
---------- -----------
Gross profit 688,277 887,190
---------- -----------
Expenses:
Personnel and related costs 246,489 233,110
Administration expenses 304,057 180,039
Product development costs (note 2) 169,667 197,978
Selling expenses 113,629 68,344
Occupancy costs 38,333 39,593
----------- ----------
Total expenses 872,175 719,064
----------- ----------
Operating income (loss) (183,898) 168,126
Interest-net 15,117 (42,572)
----------- -----------
Income (loss) before income taxes (168,781) 125,554
Income tax (expense) benefit (note 7) 55,643 (30,874)
----------- -----------
Net income (loss) $ (113,138) $ 94,680
============ =============

Earnings (loss) per share (note 2) $ (.08) $ .08
============ =============
Weighted average number of shares of common stock 1,387,000 1,125,000
(notes 2, 8 and 13) ========= =========

</TABLE>

See Notes to Financial Statements.

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995

<TABLE>
<CAPTION

1966 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:

Net income (loss) $(113,138) $94,680

Adjustments to reconcile net income to net cash
provided by operating activities

Depreciation 22,342 19,243
Provision for doubtful accounts 15,000

(Increase) decrease in assets:

Contract receivables (185,012) (32,821)
Inventories (162,362) 6,562
Contract revenues in excess of billings on (204,207) 106,310
uncompleted contract
Prepaid expenses and other (209,391) 1,484

Increase (decrease) in liabilities:

Accounts payable 168,878 (85,873)
Billings in excess of contract revenues on (7,419) (16,417)
uncompleted contract
Accrued expenses and other (22,174) 45,093
Income taxes payable (19,769) 2,383
-------- -------

Net cash provided by (used in) operating activities (732,252) 155,644
--------- --------

INVESTING ACTIVITIES:

Purchase of property and equipment (56,730) (5,265)
-------- -------

FINANCING ACTIVITIES:

Proceeds from initial public offering 3,222,600
Payments on debt (311,839) (540,595)
Proceeds from debt 375,000 510,000
Deferred offering costs (108,053)
Investment in other time deposit (375,000)
--------- ---------

Net cash provided by (used in) financing 2,910,761 (138,648)
activities --------- ---------

Net increase in cash and cash equivalents 2,121,779 11,731

Cash and cash equivalents--beginning 59,313 47,582
--------- --------

Cash and cash equivalents--ending $2,181,092 $59,313
========== ========

</TABLE>

See Notes to Financial Statements.

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995

Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
-------- ------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Balance, July 1, 1994 1,125,000 $1,125 $129,375 $321,949 $452,449
Net Income 94,680 94,680
--------- ------- ---------- -------- ---------
Balance, June 30,1995 1,125,000 1,125 129,375 416,629 547,129
Sale of Common Stock
and Warrants--net 771,500 771 3,113,776 3,114,547

Net Loss (113,138) (113,138)
--------- -------- ---------- --------- ---------

Balance, June 30,1996 1,896,500 $1,896 $3,243,151 $303,491 $3,548,538
========= ====== ========== ======== ===========
</TABLE>

Note - All amounts give retroactive effect to a .75 to 1 reverse stock split
declared in January 1996.

See Notes to Financial Statements.

<PAGE>

THERMO-MIZER ENVIRONMENTAL CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995

NOTE 1--NATURE OF BUSINESS
- --------------------------

Thermo-Mizer Environmental Corp. (the "Company"), based in Ridgefield,
New Jersey, designs, assembles and sells a family of products and systems used
to monitor a wide variety of environmental conditions. These products and
systems have the capability of monitoring and summarizing factory emissions on
a real time basis to assist companies to comply with environmental laws and
regulations, as well as specific applications in industries such as
pharmaceuticals, hospitals, commercial real estate, energy conservation and
power generation.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------

A summary of the Company's principal accounting and financial
reporting policies is as follows:

Revenue Recognition
- -------------------
Contract revenues are recognized on the percentage-of-completion method by
multiplying total contract revenue by the estimated percentage of contract
completion. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions and
final contract settlements, may result in revisions to costs and income and are
recognized in the period in which the revisions are determined. Earnings are
also charged with a provision for doubtful accounts based on a review of
collectibility.

Service revenue amounted to $184,029 in 1996 and $198,576 in 1995 and is
recognized when the service is performed.

Inventories
- -----------
Inventories consist principally of parts and components for use in contracts
and are stated at the lower of cost or market. Cost is determined using the
first-in, first-out cost flow assumption.

Property and Equipment
- ----------------------
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using straight-line and accelerated methods based upon
the estimated useful lives of the related assets as follows:

<TABLE>
<CAPTION>
<S> <C>
Furniture and fixtures 5 years
Vehicles 7 years
Machinery and equipment 5-7 years
</TABLE>

Expenditures for repairs and maintenance are charged to expense as
incurred.

Statement of Cash Flows
- -----------------------
Interest paid for the years ended June 30, 1996 and 1995 was $28,527 and
$37,993, respectively. Income taxes paid for the year ended June 30,1995 was
$16,452. For the purposes of this statement, investments and time deposits
having an initial term of 90 days or less are considered to be cash
equivalents.

Product Development Cost
- ------------------------
Product development costs are charged to operations as incurred.

<PAGE>

Earnings Per Share
- ------------------
Earnings per common and common equivalent share are calculated by dividing net
income by the weighted average number of common and common equivalent shares
outstanding during the period, after giving retroactive effect to the .75 to 1
reverse stock split effected in January 1996. The assumed exercise of
outstanding warrants would have been antidilutive and, therefore, were excluded
from the calculation.

Warranty Costs
- --------------
The Company's policy is to warrant parts on new installations for one year from
start-up of the system. The cost of parts used in installations is generally
not a material component of the total installation costs. The Company's policy
is to expense related warranty costs, which have not been material, as
incurred.

Pervasiveness of Estimates
- --------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results may differ from those estimates.

Revenue, Credit and Cash Concentration
- --------------------------------------
A significant portion of the Company's revenue is derived from a small number
of systems contracts performed for customers located principally in the New
York Metropolitan Area. Accordingly, a substantial portion of the Company's
accounts receivable at June 30, 1996 are due from customers in the
pharmaceutical or commercial real estate industry operating in the New York
Metropolitan area.

Substantially all of the Company's cash balances at June 30, 1996 are
maintained with one bank. Such balances exceed the amount covered by the Bank's
depository insurance for individual depositors.

NOTE 3 -- CONTRACTS RECEIVABLE
- ------------------------------

Contracts receivable at June 30, 1996 include retainages of $51,532,
substantially all of which are scheduled to be collected during the year ending
June 30, 1997.

NOTE 4--PROPERTY AND EQUIPMENT
- ------------------------------

Property and equipment consist of the following at June 30, 1996:

<TABLE>
<CAPTION>
<S> <C>
Furniture, fixtures and office equipment $216,204
Machinery and equipment 75,952
Leasehold Improvements 74,890
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Vehicles 75,971
------
Total 443,017
Less--accumulated depreciation 342,613
-------
Property and equipment--net $100,404
========
</TABLE>

NOTE 5--CONTRACT REVENUES ON UNCOMPLETED CONTRACTS
- --------------------------------------------------

Contract revenues on uncompleted contracts, based on percentage of
completion, consist of the following at June 30, 1996:

<TABLE>
<CAPTION>
<S> <C>
Costs incurred to date $ 643,359
Estimated earnings 357,306
-------
Revenue recognized 1,000,665
Progress billings to date 745,827
-------
Balance $ 254,838
==========
</TABLE>

NOTE 6 -- NOTES PAYABLE
- -----------------------

The Company has a $375,000 note payable to a bank dated March 8, 1996
which is collateralized by a certificate of deposit. Such loan bears interest
at the rate of 5.85 percent per annum and is due on April 1, 1997. The proceeds
were used to repay the Company's indebtedness. A director of the Company is
also a director of the bank's parent company. The bank loan is at a rate more
favorable to the Company than the loans which were repaid.

NOTE 7--INCOME TAXES

The income tax (benefit) expense for the years ended June 30, 1996 and
1995 consists of the following:

<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Federal income tax (benefit)--current $(55,643) $17,500
State and local income taxes -- 13,374
-------- --------

Total $(55,643) $30,874
========= =======
</TABLE>

A reconciliation of income tax expense (benefit) calculated using the
Federal statutory rate to the reported income tax expense (benefit) is as
follows:

<TABLE>
<CAPTION>
1996 1995
--------- -------
<S> <C> <C>
Federal statutory rate applied to $(59,073) $43,944
pretax income (loss)
State and local income taxes, net of -- 8,693
Federal income tax benefit
Investment and research credits (17,000) (12,000)

<PAGE>

Benefit of graduated rates 20,430 (9,763)
--------- --------
Income tax expense (benefit) $(55,643) $30,874
========= ========
</TABLE>
Deferred income taxes will be recorded for the net tax effects when
temporary differences arise between the carrying amounts of assets and
liabilities for financial reporting purposes and amounts used for income tax
purposes. No deferred income taxes are recorded at June 30, 1996. The Company
incurred a net operating loss for the year ended June 30, 1996. The income tax
benefit recognized for such year relates to the amount of taxes which can be
recovered through the carryback of such losses and is included in the Balance
Sheet caption "Prepaid expenses and other."

The Company has investments and research and development credits
amounting to $17,000 which are available to reduce future income taxes through
2008.
.
NOTE 8--STOCKHOLDERS' EQUITY
- ----------------------------

In October 1994, the Company changed its state of incorporation from
New Jersey to Delaware and its name to Thermo-Mizer Environmental Corp. through
a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F). At
the same time it changed its capital structure such that it became authorized
to issue up to 25,000,000 shares of common stock, each having a par value of
$.001.

In March 1996, the Company completed an initial public offering in
which it sold 771,500 shares of its common stock and 1,725,000 redeemable
warrants (the "Redeemable Warrants") which resulted in net proceeds, after all
expenses, of $3,114,547. Each Redeemable Warrant entitles the holder thereof to
purchase one share of common stock for $6.00 (120% of the initial public
offering price), subject to adjustment, commencing one year from the date of
the initial public offering and remains exercisable for a period of four years
thereafter (see Note 13). The Redeemable Warrants are redeemable for $.05 per
warrant commencing two years from the closing date of the offering if the
closing price of the Company's common stock equals or exceeds $7.50 for 20
consecutive trading days. The Company also sold, for nominal consideration, a
warrant to the underwriter entitling the holder thereof to purchase 75,000
shares of common stock and 150,000 warrants at a price equal to 165% of the
initial public offering price thereof. This warrant becomes exercisable one
year from the date of the initial public offering and remains exercisable for a
period of four years thereafter. As part of the initial public offering, the
Company also paid, at closing, a fee of $120,000 for a two-year consulting
agreement. At June 30,1996, the unamortized portion of this fee amounts to
$100,000, of which $60,000 is included in the balance sheet caption "Prepaid
expenses and other" and the remaining $40,000 is included in "Other Assets"
(see Note 13 for additional information about this consulting agreement).

At June 30, 1996, the Company reserved 1,950,000 shares of common
stock for issuance in connection with outstanding warrants.

NOTE 9--COMMITMENTS AND CONTINGENCIES
- -------------------------------------

The Company leases its principal office and warehouse facility under
the terms of an operating lease which expires January 31, 1997 with an option
to renew for an additional five years and is subject to escalation clauses. The
Company leases another office facility on a month-to-month basis. Total rent

<PAGE>

expense for the years ended June 30, 1996 and 1995 amounted to $50,492 and
$48,077, respectively. Future minimum lease payments under operating leases,
excluding escalations, for the fiscal year ending June 30, 1997 is $25,414.

In November 1994, the Company entered into a three-year employment
agreement effective January 1, 1995, with its President and Chief Executive
Officer under which he will receive a salary of $123,000 with a three percent
escalation per annum. In June 1996, the Company entered into three-year
employment agreements with three software engineers under which it is obligated
to pay annual salaries of $60,000 to each such engineer. The agreements contain
covenants-not-to-compete and confidentiality agreements, as well as provisions
for severance pay if the Company terminates any or all such agreements for
other than cause.

The Company's management does not believe that its products are
subject to any material product liability claims and has no insurance to cover
such risk.

NOTE 10--PROFIT SHARING PLAN
- ----------------------------

The Company has a qualified 401(k) profit sharing plan available to
full-time employees who meet the plan's eligibility requirements. The plan
permits participants to make contributions by salary reduction pursuant to
section 401(k) of the Internal Revenue Code. In addition, the Company has no
obligation to contribute to the plan, however, it can elect a discretionary
contribution. The Company made no contributions to the plan during the either
of the two years in the period ended June 30, 1996.

NOTE 11--CONCENTRATION OF CREDIT RISK
- -------------------------------------

The Company's six largest customers accounted for 87% of net revenues
in 1996 and approximately 80% of accounts receivable at June 30, 1996. The
Company's three largest customers accounted for approximately 50% of net
revenues in 1995 and approximately 31% of gross accounts receivable at June 30,
1995.
Revenues from significant customers were as follows:

<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Customer A 23% --
Customer B 13% --
Customer C 20% 15%
Customer D 11% 21%
Customer E -- 14%
Customer F 10% --
Customer G 10% --

</TABLE>

No other customers accounted for ten percent or more of net revenue during
either fiscal year. Customer G is located in Canada. No other sales were made
to customers located outside the United States.

Revenues, in thousands of dollars, were derived from customers in the
following industries:

<PAGE>

1996 1995
---- ----
<S> <C> <C>
Pharmaceutical $1,143 $1,467
Chiller controls 193 162
Commercial 76 164
Hospitals and other 530 556
------ ------
Total 1,942 2,349

Service and consulting fees 184 199
------ -------
Total $2,126 $2,548
====== =======
</TABLE>

The employees and facilities of the Company service all customers.
Company costs other than direct material are not related to specific customers.

NOTE 12--RELATED PARTY TRANSACTIONS
- -----------------------------------
During fiscal 1996, the Company paid professional, consulting and
legal fees amounting to $97,095 (of which $40,220 relates to services
associated with the initial public offering) to directors or firms related to
directors or officers.

NOTE 13--SUBSEQUENT EVENTS
- --------------------------

Solay, Inc. Consulting Agreement and Issuance of Nonqualified Options
- ---------------------------------------------------------------------

On July 30, 1996, the Company entered into a one-year financial
consulting agreement with Solay, Inc. ("Solay") under which Solay agreed to
provide the Company with financial public relations and acquisition-related
services in consideration for a payment of $165,000 and an option (the
"Option") granting Solay the right to purchase 550,000 units at an exercise
price of $1 per unit. Each unit consists of one share of common stock and two
Class B warrants. Each Class B warrant entitles the holder thereof to purchase
one share of common stock at an exercise price equal to the greater of (i) $3
per share or (ii) 120% of the offering price of a share of common stock in a
secondary public offering which results in gross proceeds of at least
$3,500,000. The Class B warrants are exercisable for a period of five years
commencing on the earlier of (i) one year from the date that the option was
granted or (ii) the consummation of an acquisition, as defined, by the Company.
The Company registered all securities covered by the Option in a Registration
Statement on Form S-8. The Class B Warrants are not listed on any exchange and
are, therefore, not readily transferable.
Solay may exercise options for up to 250,000 units upon the
effective date of the Company's Registration Statement on Form S-8 and for an
additional 40,000 units within 90 days thereafter. The remainder of the Option
becomes exercisable at the earlier of (i) the consummation by the Company of an
acquisition, as defined, or (ii) 18 months from the date of grant. The Option
expires five years from the date of grant. Solay granted an irrevocable proxy
to vote all shares purchased by Solay pursuant to the Option to the Company's
President. Such proxy terminates at the time that the shares are sold,
exclusive of a transfer pursuant to a pledge of the shares.

As part of the agreement with Solay, Nationwide Securities, Inc.

<PAGE>

("Nationwide"), the underwriter for the Company's initial public offering,
agreed to cancel the underwriting agreement effectively eliminating all
restrictive covenants set forth therein and severing the relationship between
the Company and Nationwide. Accordingly, the Company also wrote off the
unamortized portion, amounting to $100,000, of the Nationwide consulting
agreement (see Note 8) during the three-month period ending September 30, 1996.

The Company authorized the issuance of nonqualified options for 180,000
units to officers and directors. The units covered by these nonqualified options
are identical to the units included in the Option issued to Solay, except that
they are exercisable at the fair market value at the date of grant. All
securities included in these nonqualified options will be registered on a
Registration Statement on Form S-8.

For financial reporting purposes the Company has ascribed a value of
$.05 to each Class B Warrant. The aggregate difference between the fair market
value of a share of common stock on the date of grant ($1.0623) and the value
ascribed to each share of common stock included in the units described above
($.90) for the Solay Options amounts to approximately $89,000 and will be
accounted for as an expense, a substantial portion of which will be recorded
during the three-month period ending September 30, 1996.

The transactions above result in a modification of the exercise price
of the Redeemable Warrants issued as part of the Company's initial public
offering (see Note 8) under the antidilution provisions of the warrant
agreement. If all 730,000 shares of common stock included in the units are
issued, the exercise price of the Redeemable Warrants would be reduced from
$6.00 to $4.59.

American Process Control, Inc. Agreement
- ----------------------------------------

In August 1996, the Company made a noninterest-bearing loan of $93,750
to American Process Control, Inc. ("APC"), the proceeds from which will be used
to fund the development of a working temperature-activated steam trap alarm
device (the "Product"). The loan, which is collateralized by all of APC's
assets, is due on December 15, 1996 and may be extended by APC for a period of
up to 90 days provided that APC is making satisfactory progress on the
development of a working model of the Product. If APC successfully completes
development of the Product as of the final maturity date of the loan, the
Company will receive 45% of APC's common stock in full satisfaction of such
loan and will also receive the (i) exclusive right to sell the Product in the
Heating, Ventilation and Air Conditioning market and (ii) nonexclusive right to
sell the product in all other markets. APC will sell the Product to the Company
at a price equivalent to 120% of APC's manufacturing costs. If APC fails to
complete a working copy of the Product as of the final maturity date of the
loan, the Company may seek recovery of all amounts due thereunder.

Enersave Agreement
- ------------------

In July 1996, the Company and Enersave, Inc. ("Enersave") entered into
an agreement under which the Company acquired, for $100,000, all of Enersave's
rights to provide all necessary performance metering and billing services
pursuant to certain energy service contracts between Enersave and certain
public utility companies. The acquisition price will be amortized over the
ten-year contract performance period.

<PAGE>

Stock Option Plan
- -----------------

In September 1996, the Board of Directors adopted, subject to approval
by the shareholders, a stock incentive plan under which the Company could issue
incentive stock options, nonqualified stock options and stock appreciation
rights. The maximum number of shares which may be issued under this plan is
500,000.

EXHIBIT 10(v)

THERMO-MIZER ENVIRONMENTAL CORP.
1996 STOCK INCENTIVE PLAN

1. Purpose.

The purpose of this Plan is to enable Thermo-Mizer Environmental Corp.
and its affiliates to recruit and retain capable employees for the successful
conduct of its business and to provide an additional incentive to directors,
officers and other eligible key employees, consultants and advisors upon whom
rest major responsibilities for the successful operation and management of the
Company and its affiliates.

2. Definitions.

For purposes of the Plan:

2.1 "Adjusted Fair Market Value" means, in the
event of a Change in Control, the greater of (i) the highest price per Share of
Common Stock paid to holders of the Shares of Common Stock in any transaction
(or series of transactions) constituting or resulting in a Change in Control or
(ii) the highest Fair Market Value of a Share during the ninety (90) day period
ending on the date of a Change in Control.

2.2 "Affiliate Corporation" or "Affiliate" shall
mean any corporation, directly or indirectly, through one of more
intermediaries, controlling, controlled by or under common control with the
Company.

2.3 "Agreement" means the written agreement
between the Company and an Optionee evidencing the grant of an
Award.

2.4 "Award" means an Incentive Stock Option,
Nonqualified Stock Option or Stock Appreciation Right granted or to be granted
pursuant to the Plan.

2.5 "Board" means the Board of Directors of the
Company.

<PAGE>

2.6 "Cause" means:

(a) Solely with respect to Nonemployee
Directors, the commission of an act of fraud or an act of embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
Affiliate, and
(b) For all other purposes, unless
otherwise defined in the Agreement evidencing a particular Award, an Optionee
(other than a Nonemployee Director) (i) intentional failure to perform
reasonably assigned duties, (ii) dishonesty or willful misconduct in the
performance of duties, (iii) involvement in a transaction in connection with
the performance of duties to the Company which transaction is adverse to the
interests of the Company and which is engaged in for personal profit, or (iv)
willful violation of any law, rule or regulation in connection with the
performance of duties (other than traffic violations or similar offenses).

2.7 "Change in Capitalization" means any
increase or reduction in the Number of Shares, or any change (including, but
not limited to, a change in value) in the Shares or exchange of Shares for a
different number or kind of shares or other securities of the Company, by
reason of a reclassification, recapitalization, merger, consolidation,
reorganization, spin-off, split-up, issuance of warrants or rights or
debentures, stock dividend, stock split or reverse stock split, combination or
exchange of shares, repurchase of shares, change in corporate structure or
otherwise.

2.8 A "Change in Control" shall mean the
occurrence during the term of the Plan of either of any "person" (as such term
is used in Section 13(c) and 14(d) of the Exchange Act), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or indirectly by the stockholders of
the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of Securities of the Company
representing 50% or more of the total voting power

<PAGE>

represented by the Company's then outstanding voting securities.

2.9 "Code" means the Internal Revenue Code of
1986, as amended.

2.10 "Committee" means a committee, as described
in Section 3.1, appointed by the Board to administer the Plan and to perform
the functions set forth herein.

2.11 "Company" means Thermo-Mizer Environmental
Corp. (including any and all subsidiaries currently existing or hereafter
acquired or established).

2.12 "Director Option" means an Option for
Shares, Stock Appreciation Rights or Units granted pursuant to Section 6.

2.13 "Disability" means a physical or mental
infirmity which impairs an Optionee's ability to perform substantially his or
her duties for a period of one hundred eighty (180) consecutive days.

2.14 "Disinterested Director" means a director of
the Company who is "disinterested" within the meaning of Rule
16b-3 under the Exchange Act.

2.15 "Eligible Individual" means any director
(other than a Nonemployee Director), officer or employee of, or consultant
or advisor to, the Company or an Affiliate who is receiving cash compensation
and who is esignated by the Committee as eligible to receive Awards subject to
the conditions set forth herein.

2.16 "Employee Option" means an option granted
pursuant to Section 5.

2.17 "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

2.18 "Fair Market Value" on any date means the

<PAGE>

average of the high and low sales prices of the Shares on such date on the
principal securities exchange on which such Shares are listed, or if such
Shares are not so listed or admitted to trading, the arithmetic mean of the per
Share closing bid price and closing asked price per Share on such date as
quoted on the quotation system of the Nasdaq Stock Market, Inc. or such other
market in which such prices are regularly quoted, or, if there have been no
published bid or asked quotations with respect to Shares on such date, the Fair
Market Value as established by the Board in good faith and, in the case of an
Incentive Stock Option, in accordance with Section 422 of the Code.

2.19 "Incentive Stock Option" means an Option satisfying the
requirements of Section 422 of the Code and designated by the Committee as an
Incentive Stock Option.

2.20 "Nonemployee Director" means a director of the Company
who is not an employee of the Company or an Affiliate.

2.21 "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.

2.22 "Option" means a Nonqualified Stock Option, an Incentive
Stock Option, a Director Option, an Employee Option or any or all of them.

2.23 "Optionee" means a person to whom an Option is being
granted under the Plan.

2.24 "Outside Director" means a director of the Company who is
an "outside director" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.

2.25 "Parent" means any corporation which is a parent
corporation (within the meaning of Section 424(e) of the Code) with respect to
the Company.

<PAGE>

2.26 "Plan" means the Thermo-Mizer Environmental Corp. 1996 Stock
Option Plan.

2.27 "Pooling Transaction" means an acquisition of the Company
in a transaction which is intended to be treated as a "pooling of interests"
under generally accepted accounting principles as defined in Opinion No. 16 of
the Accounting Principles Board.

2.28 "Shares" means the common stock, par value
$.001 per share, of the Company and any securities or other consideration
issuable in respect of Shares in connection with a Change in Capitalization or
Change in Control.

2.29 "Stock Appreciation Right" or "SARs" means a right to
receive all or some portion of the increase in the value of the Shares
as provided in Section 8 hereof.

2.30 "Subsidiary" means any corporation which is a
subsidiary corporation (within the meaning of Section 424(f) of the Code) with
respect to the Company.

2.31 "Successor Corporation" means a corporation, or a parent
or subsidiary thereof within the meaning of 424(a) of the Code, which issues or
assumes a stock option in a transaction to which Section 424(a) of the Code
applies.

2.32 "Ten Percent Stockholder" means an Eligible
Individual, who, at the time an Incentive Stock Option is to be granted to him
or her owns (within the meaning of Section 422(b) (6) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company, or of a Parent or a Subsidiary thereof.

2.33 "Unit" means a security consisting of one share of
Common Stock and two Class B Warrants.

2.34 "Class B Warrant" shall be exercisable at an exercise price
equal to the greater of $3.00 per share or 120% of

<PAGE>

the offering price in a secondary public offering by the Company.

3. Administration.

3.1 The Plan shall be administered by the
Committee which shall hold meetings at such times as may be necessary for the
proper administration of the Plan. The Committee shall keep minutes of its
meetings. A quorom shall consist of not fewer than two (2) members of the
Committee and a majority of a quorom may authorize any action. Any decision or
determination reduced to writing and signed by a majority of all of the members
shall be as fully effective as if made by a majority,vote at a meeting duly
called and held. The Committee shall consist of at least two (2) directors of
the Company each of whom shall be a Disinterested Director and an Outside
Director. No member of the Committee shall be liable for any action, failure to
act, determination or interpretation made in good faith with respect to this
Plan or any transaction hereunder, except for liability arising from his or her
own willful misfeasance, gross negligence or reckless disregard of his or her
duties. The Company hereby agrees to indemnify each member of the Committee for
all costs and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding to,
negotiating for the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any actions in
administering this Plan or in authorizing or denying authorization to any
transaction hereunder.

3.2 Subject to the express terms and conditions
set forth herein, the Committee shall have the power from time to time to:

(a) determine those Eligible Individuals to
whom Employee Options shall be granted under the Plan and the number of Employee
Options to be granted and to prescribe the terms and conditions (which need not
be identical) of each such Employee Option, including the purchase price per
Share subject to each Employee Option, and make any amendment or modification
to any Option Agreement consistent with the terms of this Plan;

(b) construe and interpret the Plan and the
Options granted hereunder and to establish, amend and revoke rules and
regulations for the administration of the Plan, including, but not limited to,
correcting any defect or supplying any omission, or reconciling any
inconsistency in the Plan or in any Agreement, in the manner and to the extent
it shall deem necessary or advisable so that the Plan complies with applicable
law, including Rule 16b-3 under the Exchange Act and the Code to the extent
applicable, and otherwise to make the Plan fully effective. All decisions and
determinations by the Committee or the exercise of this power shall be final,
binding and conclusive upon the Company, its Affiliate Corporations, the
Options, and all other persons having any interest therein;

(c) determine the duration and purposes for
leaves of absence which may be granted to an Optionee on an individual basis
without constituting a termination of employment or service for purposes of
this Plan;

(d) exercise its discretion with respect to
the powers and rights granted to it as set forth in the Plan; and

(e) exercise such powers and perform such
acts as it deems necessary or advisable to promote the best interests of the
Company with respect to the Plan.

4. Stock Subject to the Plan.

4.1 The maximum number of Shares that may be made the subject
of Options granted under the Plan is 500,000. Upon a Change in Capitalization
the maximum number of Shares shall be adjusted in number and kind pursuant to
Section 11. The Company shall reserve for purposes of the Plan, out of its
authorized but unissued Shares or out of Shares held in the Company's treasury,
or partly out of each, such number of Shares as shall be determined by the
Board.

<PAGE>

4.2 Upon the granting of an Option, the number of Shares
available under Section 4.1 for the granting of further Options shall be
reduced by the number of shares subject to such Option granted. Whenever any
outstanding Option or portion thereof expires, is canceled or is otherwise
terminated for any reason without having been exercised or payment having been
made in respect of the entire Option, the Shares allocable to the expired,
canceled or otherwise terminated portion of the Option may again be the subject
of Options granted hereunder.

5. Option Grants for Eligible Individuals.

5.1 Authority of Committee. Subject to the provisions of the
Plan, the Committee shall have full and final authority to select those
Eligible Individuals who will receive Employee Options, the terms and
conditions of which shall be set forth in an Agreement.

5.2 Purchase Price. The purchase price or the manner in which
the purchase price is to be determined for Shares under each Employee Option
shall be determined by the Committee and set forth in the Agreement; provided,
however, that the purchase price per Share under each Incentive Stock Option
shall not be less than 100% of the Fair Market Value of a Share on the date the
Incentive Stock Option is granted (110% in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder).

5.3 Maximum Duration. Employee Options granted hereunder shall
be for such term as the Committee shall determine, provided that an Incentive
Stock Option granted hereunder shall not be exercisable after the expiration of
ten (10) years from the date it is granted (five (5) years in the case of an
Incentive Stock Option granted to a Ten-Percent Stockholder), and a Nonqualified
Stock Option shall not be exercisable after the expiration of ten (10) years
from the date it is granted. The Committee may, subsequent to the granting of
any Employee Option, extend the term thereof but in no event shall the term as
so extended exceed the maximum term provided for in the preceding sentence.

<PAGE>

5.4 Vesting. Subject to Section 7.5 hereof, each Employee
Option shall become exercisable in such installments (which need not be equal)
and at such times as may be designated by the Committee and set forth in the
Agreement. To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the Employee Option expires. The Committee may
accelerate the exercisability of any Option or portion thereof at any time.

5.5 Modification. No modification of an Employee Option shall
adversely alter or impair any rights or obligations under the Employee Option
without the Optionee's consent.

6. Option Grants for Nonemployee Directors.

6.1 Purchase Price. The purchase price for Shares, SARs or
Units under each Director Option shall be not less than to 100% of the Fair
Market Value of such Shares or Units on the date immediately preceding the date
of the grant.

6.2 Vesting. Subject to Sections 6.3 and 7.5 each Director
Option shall become exercisable within four (4) equal annual installments
beginning on the date of grant; provided, however, that the Optionee continues
to serve as a Director as of such dates. If an Optionee ceases to serve as a
Director for any reason, the Optionee shall have no rights with respect to that
portion of a Director Option which has not then vested pursuant to the
preceding sentence and the Optionee shall automatically forfeit that portion of
the Director Option which remains unvested.

6.3 Limitations on Amendment. The provisions in
this Section 6 and Section 7.1 shall not be amended more than
once every six (6) months, other than to comport with changes in the Code or
the rules and regulations thereunder.

7. Terms and Conditions Applicable to All Options.

<PAGE>

7.1 Duration. Each Option shall terminate on the
date which is the tenth anniversary of the grant date, unless terminated earlier
as follows:

(a) If an Optionee's employment or service
terminates for any reason other than Disability, death or Cause, the Optionee
may for a period of three (3) months after such termination exercise his or her
Option to the extent, and only to the extent, such Option or portion thereof
was vested and exercisable as of the date of the Optionee's employment or
service terminated, after which time the Option shall automatically terminate
in full.

(b) If an Optionee's employment or service
terminates by reason of the Optionee's Disability, the Optionee may, for a
period of one (1) year after such termination, exercise his or her Option to
the extent, and only to the extent, such Option or portion thereof was vested
and exercisable as of the date the Optionee's employment or service terminated,
after which time the Option shall automatically terminate in full.

(c) If an Optionee's employment or service
terminates for Cause, the Option granted to the Optionee hereunder shall
immediately terminate in full and no rights thereunder may be exercised.

(d) If an Optionee dies while employed or in the
service of the Company or an Affiliate or within the three (3) month or twelve
(12) month period described in clause (a) or (b), respectively, of this Section
7.1 the Option granted to the Optionee may be exercised at any time within
twelve (12) months after the Optionee's death by the person or persons to whom
such rights under the Option shall pass by will, or by the laws of descent and
distribution, after which time the Option shall terminate in full; provided,
however, that an Option may be exercised to the extent, and only to the extent,
such Option or portion thereof was exercisable on the date of death or earlier
termination of the Optionee's services as a Director.

<PAGE>

Notwithstanding clauses (a) through (d) above, the Agreement evidencing the
grant of an Employee Option may, in the Committee's sole and absolute
discretion, set forth additional or different terms and conditions applicable
to Employee Options upon a termination or change in status of the employment or
service of an Eligible Individual. Such terms and conditions may be determined
at the time the Employee Option is granted or thereafter.

7.2 Non-transferability. No Option granted hereunder shall be
transferable by the Optionee to whom granted except by will or the laws of
descent and distribution, and an Option may be exercised during the lifetime of
such Optionee only by the Optionee or his or her guardian or legal
representative. The terms of such Option shall be final, binding and conclusive
upon the beneficiaries, executors, administrators, heirs and successors of the
Optionee.

7.3 Method of Exercise. The exercise of an option shall be
made only by a written notice delivered in person or by mail to the Secretary
or Chief Financial Officer of the Company at the Company's principal executive
office, specifying the number of Shares to be purchased and accompanied by
payment therefor and otherwise in accordance with the Agreement pursuant to
which the Option was granted. The purchase price for any Shares purchased
pursuant to the exercise of an Option shall be paid in full in cash upon such
exercise. Notwithstanding the foregoing, the Committee shall have discretion to
determine at the time of grant of each Employee Option or at any later date (up
to and including the date of exercise) that the form of payment acceptable in
respect of the exercise of such Employee Option may consist of either of the
following (or any combination thereof): (I) cash or (ii) the transfer of Shares
to the Company upon such terms and conditions as determined by the Committee.
The Optionee shall deliver the Agreement evidencing the Option to the Secretary
or Chief Financial Officer of the Company who shall endorse thereon a notation
of such exercise and return such Agreement to the Optionee. No fractional
Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and
the

<PAGE>

number of Shares that may be purchased upon exercise shall be rounded to
the nearest number of whole Shares.

7.4 Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii)
the Company shall have issued and delivered the Shares to the Optionee and
(iii) the Optionee's name shall have been entered as a stockholder of record on
the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such Shares, subject to
such terms and conditions as may be set forth in the applicable Agreement.

7.5 Effect of Change in Control. In the event of a Change in
Control, all Options outstanding on the date of such Change in Control shall
become immediately and fully vested and exercisable. In addition, to the extent
set forth in an Agreement evidencing the grant of an Employee Option, an
Optionee will be permitted to surrender for cancellation within sixty (60) days
after such Change in Control, any Employee Option or portion of an Employee
Option to the extent not yet exercised and the Optionee will be entitled to
receive a cash payment in an amount equal to the excess, if any of (x) (A) in
the case of a Nonqualified Stock Option, the greater of (1) the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or portion thereof surrendered or (2) the Adjusted Fair Market
Value of the Shares subject to the Employee Option or portion thereof
surrendered or (B) in the case of an Incentive Stock Option, the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or portion thereof surrendered, over (y) the aggregate purchase
price for such Shares under the Employee Option or portion thereof surrendered;
provided, however, that in the case of an Employee Option granted within six (6)
months prior to the Change in Control to any Optionee who may be subject to
liability under Section 16(b) of the Exchange Act, such Optionee shall be
entitled to surrender for cancellation his or her Option during the sixty (60)
day period commencing upon the
3

<PAGE>

expiration of six (6) months from the date of grant of any such Employee
Option. In the event an Optionee's employment or service with the Company is
terminated by the Company following a Change in Control, each Option held by
the Optionee that was exercisable as of the date of termination of the
Optionee's employment or service shall remain exercisable for a period ending
not before the earlier of the first anniversary of the termination of the
Optionee's employment or service or the expiration of the stated term of the
Option.

8. Stock Appreciation Rights. The Committee may, in its
discretion, either alone or in connection with the grant of an Employee Option,
grant Stock Appreciation Rights in accordance with the Plan, the terms and
conditions of which shall be set forth in an Agreement. If granted in connection
with an Option, a Stock Appreciation Right shall cover the same Shares covered
by the Option (or such lesser number of Shares as the Committee may determine)
and shall, except as provided in this Section 8, be subject to the same terms.

8.1 Time of Grant. A Stock Appreciation Right may be granted
(i) at any time if unrelated to an Option, or (ii) if related to an Option,
either at the time of grant, or at any time thereafter during the term of the
Option.

8.2 Stock Appreciation Right Related to an Option.

(a) Exercise. Subject to Section 8.8, a Stock
Appreciation Right granted in connection with an Option shall be exercisable at
such time or times and only to the extent that the related Options are
exercisable, and will not be transferable except to the extent the related
Option may be transferable. A Stock Appreciation Right granted in connection
with an Incentive Stock Option shall be exercisable only if the Fair Market
Value of a Share on the date of exercise exceeds the purchase price specified
in the related Incentive Stock Option Agreement.

(b) Amount Payable. Upon the exercise of a Stock

<PAGE>

Appreciation Right related to an Option, the holder shall be entitled to
receive an amount determined by multiplying (A) the excess of the Fair Market
Value of a Share on the date preceding the date of exercise of such Stock
Appreciation Right over the per Share purchase price under the related Option,
by (B) the number of Shares as to which such Stock Appreciation Right is being
exercised. Notwithstanding the foregoing, the Committee may limit, in any
manner, the amount payable with respect to any Stock Appreciation Right by
including such a limit in the Agreement evidencing the Stock Appreciation Right
at the time it is granted.

(c) Treatment of Related Options and Stock
Appreciation Rights Upon Exercise. Upon the exercise of a Stock Appreciation
Right granted in connection with an Option, the Option shall be canceled to
the extent of the number of Shares as to which the Stock Appreciation Right
is exercised, and upon the exercise of an Option granted in connection with
a Stock Appreciation Right or the surrender of such Option pursuant to
Section 7.3, the Stock Appreciation Right shall be canceled to the extent
of the number of Shares as to which the Option is exercised or surrendered.

8.3 Stock Appreciation Right Unrelated to an Option.
The Committee may grant to Eligible Individuals Stock
Appreciation Rights unrelated to Options. Stock Appreciation Rights unrelated
to Options shall contain such terms and conditions as to exercisability
(subject to Section 8.8), vesting and duration as the Committee shall
determine, but, in no event, shall they have a term of greater than ten (10)
years. Upon exercise of a Stock Appreciation Right unrelated to an Option, the
holder shall be entitled to receive an amount determined by multiplying (A) the
excess of the Fair Market Value of a Share on the date preceding the date of
exercise of such Stock Appreciation Right over the Fair Market Value of a Share
on the date the Stock Appreciation Right was granted, by (B) the number of
Shares as to which the Stock Appreciation Right is being exercised.
Notwithstanding the foregoing, the Committee may limit, in any manner, the
amount payable with respect to any

<PAGE>

Stock Appreciation Right by including such a Limit in the Agreement evidencing
the same Stock Appreciation Right at the time it is granted.

8.4 Method of Exercise. Stock Appreciation Rights shall be
exercised by a holder only by a written notice delivered in person or by mail
to the Secretary or Chief Financial Officer of the Company at the Company's
principal executive office, specifying the number of Shares with respect to
which the Stock Appreciation Right is being exercised. If requested by the
Committee, the holder shall deliver the Agreement evidencing the Stock
Appreciation Right being exercised and the Agreement evidencing any related
Option to the Secretary or Chief Financial Officer of the Company who shall
endorse thereon a notation of such exercise and return such Agreement to the
holder.

8.5 Form of Payment. Payment of the amount determined under
Sections 8.2(b) or 8.3 may be made in the discretion of the Committee, solely
in whole Shares in a number determined at their Fair Market Value in the date
preceding the date of exercise of the Stock Appreciation Right, or solely in
cash, or in a combination of cash and Shares. If the Committee decides to make
full payment in Shares and the amount payable results in a fractional Share,
payment for the fractional Share will be made in cash. Notwithstanding the
foregoing, no payment in the form of cash may be made upon the exercise of a
Stock Appreciation Right pursuant to Sections 8.2(b) or 8.3 to an officer of
the Company who is subject to liability under Section 16(b) of the Exchange
Act, unless the exercise of such Stock Appreciation Right is made either (i)
during the period beginning on the third business day and ending on the twelfth
business day following the date of release for publication of the Company's
quarterly or annual statements of earnings (the "Window Period") or (ii)
pursuant to an irrevocable election to receive cash made at least six (6)
months prior to the exercise of such Stock Appreciation Right.

8.6 Restrictions. No Stock Appreciation Right may be
exercised before a date six (6) months after the date on which it

<PAGE>

is granted.

8.7 Modification. No modification of an Award shall
adversely alter or impair any rights or obligations under the
Agreement without the holder's consent.

8.8 Effect of Change in Control. In the event of a
Change in Control but subject to Section 8.6, all Stock
Appreciation Rights shall become immediately and fully exercisable. In
addition, to the extent set forth in an Agreement evidencing the grant of a
Stock Appreciation Right, a holder will be entitled to receive a payment in
cash or stock, in either case, with a value equal to the excess, if any, of (A)
the greater of (x) the Fair Market Value, on the date preceding the date of
exercise, of the underlying Shares subject to the Stock Appreciation Right or
portion thereof exercised and (y) the Adjusted Fair Market Value, on the date
preceding the date of exercise, of the Shared over (B) the aggregate Fair
Market Value, on the date the Stock Appreciation Right was granted, of the
Shares subject to the Stock Appreciation Right or portion thereof exercised;
provided, however, that in the case of a Stock Appreciation Right granted
within six (6) months of the Change in Control to any holder who may be subject
to liability under Section 15(b) of the Exchange Act, such holder shall be
entitled to exercise his or her Stock Appreciation Right during the sixty (60)
day period commencing upon the expiration of six months from the date of grant
of any such Stock Appreciation Right. In the event of a holder's employment or
service with the Company is terminated by the Company following a Change in
Control, each Stock Appreciation Right held by the holder that was exercisable
as of the date of termination of the holder's employment or service shall
remain exercisable for a period ending but not before the earlier of the first
anniversary of the termination of the holder's employment or service or the
expiration of the stated term of the Stock Appreciation Right.

9. Adjustment Upon Changes n Capitalization.

(a) In the event of a Change in Capitalization, the

<PAGE>

Committee shall conclusively determine the appropriate adjustments, if any, to
the (i) maximum number of Shares with respect to which Options may be granted
under the Plan, (ii) maximum number of Shares with respect to which Options
may be granted to any Eligible Individual during the term of the Plan, (iii) the
number of Shares which are subject to outstanding Options granted under the
Plan, and the purchase price therefor, if applicable, and (iv) the number of
Shares in respect of which Director Options are to be granted under Section 6.

(b) Any such adjustment in the Shares subject to Incentive
Stock Options (including any adjustments in the purchase price) shall be made
in such manner as not to constitute a modification as defined by Section
424(h)(3) of the Code and only to the extent otherwise permitted by Sections
422 and 424 of the Code.

(c) If, by reason of a Change of Capitalization, an Optionee
shall be entitled to exercise an Option with respect to new, additional or
different shares of stock, such new, additional or different shares shall
thereupon be subject to all of the conditions, restrictions and performance
criteria which were applicable to the Shares subject to the Option, prior to
such Change in Capitalization.

10. Effect of Certain Transactions. Subject to Sections 7.5 and
8.8 or as otherwise provided in an Agreement, in the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation of
the Company, the Plan and the Options issued hereunder shall continue in effect
in accordance with their respective terms.

11. Interpretation.

(a) The Plan is intended to comply with Rule 16b-3
promulgated under the Exchange Act and the Committee shall interpret and
administer the provisions of the Plan or any Agreement in a manner consistent
therewith. Any provisions inconsistent with such Rule shall be inoperative and
shall not

<PAGE>

affect the validity of the Plan.

(b) The Director Options described in Section 6 are intended
to qualify as formula awards under Rule 16b-3 promulgated under the Exchange
Act (thereby preserving the disinterested status of Nonemployee Directors
receiving such Awards) and the Committee shall interpret and administer the
provisions of the Plan or any Agreement in a manner consistent therewith. Any
provisions inconsistent with the foregoing intent shall be inoperative and
shall interpret and administer the provisions of the Plan or any Agreement in a
manner consistent therewith. Any provisions inconsistent with the foregoing
intent shall be inoperative and shall not affect the validity of the Plan.

(c) Unless otherwise expressly stated in the relevant
Agreement, each Option granted under the Plan is intended to be
performance-based compensation within the meaning of Section 162(m)(4)(C) of
the Code. The Committee shall not be entitled to exercise any discretion
otherwise authorized hereunder with respect to such Options if the ability to
exercise such discretion or the exercise of such discretion itself would cause
the compensation attributable to such Options to fail to qualify as
performance-based compensation.

12. Pooling Transactions.

Notwithstanding anything contained in the Plan or any
Agreement to the contrary, in the event of a Change in Control which is also
intended to constitute a Pooling Transaction, the Committee shall take such
actions, if any, which are specifically recommended by an independent public
accounting firm engaged by the Company to the extent reasonably necessary in
order to assure that the Pooling Transaction will qualify as such, including
but not limited to (i) deferring the vesting, exercise, payment or settlement
in respect of any Option, (ii) providing that the payment or settlement in
respect of any Option be made in the form of cash, Shares or securities of a
successor or acquiree of the Company, or a combination of the foregoing, and
(iii)

<PAGE>

providing for the extension of term of any Option to the extent necessary
to accommodate the foregoing, but not beyond the maximum term permitted for any
Option.

13. Termination and Amendment of the Plan.

The Plan shall terminate on the preceding the tenth
anniversary of the date of its adoption by the stockholders of the Company, and
no Option may be granted thereafter. Subject to Section 6.5, the Board may
sooner terminate the Plan, and the Board may at any time and from time to time
amend, modify or suspend the Plan; provided, however, that:

(a) No such amendment, modification, suspension or
termination shall impair or adversely alter any Award already granted under the
Plan, except with the consent of the Optionee or holder of an SAR nor shall any
amendment, modification or termination deprive any Optionee or holder of an SAR
of any Shares which he or she may have acquired through or as a result of the
Plan; and

(b) To the extent necessary under Section 16(b) of the
Exchange Act and the rules and regulations promulgated thereunder or other
applicable law, no amendment shall be effective unless approved by the
stockholders of the Company in accordance with applicable law and regulations.

14. Non-Exclusivity of the Plan.

The adoption of the Plan by the Board shall not be construed
as amending, modifying or rescinding any previously approved incentive
arrangement or as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

<PAGE>

15. Limitation of Liability.

As illustrative of the limitations of liability of the
Company, but not intended to be exhaustive thereof, nothing in the Plan shall
be construed to:

(a) give any person any right to be granted an
Option other than at the sole discretion of the Committee;

(b) give any person any rights whatsoever with
respect to Shares except as specifically provided in the Plan;

(d) be evidence of any agreement or
understanding, expressed or implied, that the Company will employ any person at
any particular rate of compensation or for any particular period of time.

16. Regulations and Other Approvals; Governing Law.

16.1 Except as to matters of Federal law, this Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of New Jersey.

16.2 The obligation of the Company to sell or deliver Shares
with respect to Options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable Federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

16.3 The Board may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority, or to obtain for Eligible Individuals granted Incentive Stock
Options the tax benefits under the applicable provisions of the Code and
regulations promulgated thereunder.

<PAGE>

16.4 Each Option is subject to the requirement that, if at
any time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval or any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
the issuance of Shares, no Options shall be granted or payment made or Shares
issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions as
acceptable to the Committee.

16.5 Notwithstanding anything contained in the Plan or any
Agreement to the contrary, in the event that the disposition of Shares acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), and is not
otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required by the Securities Act and Rule 144 or
other regulations thereunder. The Committee may require an individual receiving
Shares pursuant to an Award granted under the Plan, as a condition precedent to
receipt of such Shares, to represent and warrant to the Company in writing that
the Shares acquired by such individual are acquired without a view to any
distribution thereof and will not be sold or transferred other than pursuant to
an exemption applicable under the Securities Act as amended, or the rules and
regulations promulgated thereunder. The certificates evidencing any of such
Shares shall be appropriately amended to reflect their status as restricted
securities as aforesaid.

17. Miscellaneous.

17.1 Multiple Agreements. The terms of each Award
granted to an Eligible Individual may differ from other Awards granted under the
Plan at the same time, or at some other time. The Committee may also grant more
than one Award to a given Eligible Individual during the term of the Plan,
either in

<PAGE>

addition to, or in substitution for, one or more Awards previously granted
to that Eligible Individual.

17.2 Withholding of Taxes.

(a) At such times as an Optionee or holder of an
SAR recognizes taxable income in connection with the receipt of Shares or cash
hereunder (a "Taxable Event"), the Optionee or holder shall pay other amounts
as may be required by law to be withheld by the Company in issuance or release
from escrow of such Shares or the payment of such cash. The Company shall have
the right to deduct from any payment of cash to an Optionee or holder an amount
equal to the Withholding Taxes in satisfaction of the obligation to pay
Withholding Taxes. In satisfaction of the obligation to pay Withholding Taxes
to the Company, the Optionee or holder may make a written election (the "Tax
Election"), which may be accepted or rejected in the discretion of the Committee
to have withheld a portion of the Shares then issuable to him or her having an
aggregate Fair Market Value, on the date preceding the date of such issuance,
equal to the Withholding Taxes, provided that in respect of an Optionee or
holder who may be subject to liability under Section 16(b) of the Exchange Act
either; (i)(A) the Tax Election is made at least six (6) months prior to the
date of the Taxable Event and (B) the Tax Election is irrevocable with respect
to all Taxable Events of a similar nature occurring prior to the expiration of
six (6) months following a revocation of the Tax Election; or (ii)(A) the Tax
Election is made at least six (6) months after the date the Award was granted,
(B) the Award is exercised during the Window Period and (C) the Tax Election is
made during the Window Period in which the related Award is exercised or prior
to such Window Period and subsequent to the immediately preceding Window Period.
Notwithstanding the foregoing, the Committee may, by the adoption of rules or
otherwise, (i) modify this Section 17.2 (other than as regards Director
Options) or impose such other restrictions or limitations on Tax Elections to
be made at such times and subject to such other conditions as the Committee
determines will constitute exempt transactions under Section 16(b) of the
Exchange Act.

<PAGE>

(b) If an Optionee makes a disposition, within
the meaning of Section 424 (c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to such Optionee pursuant to the
exercise of an Incentive Stock Option within the two-year period commencing on
the day after the date of the grant or within the one-year period commencing on
the day after the date of transfer of such Share or Shares to the Optionee
pursuant to such exercise, the Optionee shall, within ten (10) days of such
disposition, notify the Company thereof, by delivery of written notice to the
Company at its principal executive office.

17.3 Effective Date. The effective date of the Plan shall be
as determined by the Board, subject only to the approval by the affirmative vote
of the stockholders.

EXHIBIT 10(VI)

EMPLOYMENT AGREEMENT

AGREEMENT made as of this 30th day of June, 1996 by and between
THERMO-MIZER ENVIRONMENTAL CORP., having an office at 528 Oritan Avenue,
Ridgefield, New Jersey (the "Employer") and Thomas P. Lewis, an individual
residing at 2010 Squires Manor Lane, Library, Pa., 15129 (the "Employee").

W I T N E S S E T H

WHEREAS, the Employer desires to employ the Employee as Systems
Engineer; and

WHEREAS, the Employee is willing to be employed as Systems Engineer in
the manner provided for herein, and to perform the duties of the Employer upon
the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:

1. EMPLOYMENT OF EMPLOYEE. The Employer hereby employs the
Employee as Systems Engineer of the Employer. During the term hereof, the
Employee shall devote all of his business time and efforts to the Employer.

2. TERM. The term of this agreement shall be three (3) years.
This agreement shall be renewable thereafter on a yearly basis if mutually
agreed upon by all parties.

3. DUTIES. The Employee shall serve Employer and shall perform
such services and have such powers as may be prescribed by the President of
Employer, or the President's designee. The Employee shall report to and be
subject to the direction and control of the President or his designee.

4. CONSIDERATION.

a. The Employee shall be paid a salary at the
rate of $60,000 per year, less applicable withholding taxes and other payroll
deductions required by law, payable in accordance with Employer's customary
payroll practices.

b. The Employer shall include the Employee in
its health insurance program available to Employer's executive officers.

5. TERMINATION.

a. FOR CAUSE. The Employer may terminate
this agreement and the Employee's employment hereunder upon written notice for
cause. For purposes hereof, "Cause" shall mean (i) failing to carry out in a
competent, workmanlike and diligent manner the business of the Employer as
determined by the President, (ii) engaging in conduct which is not in the best
interests of the Employer, financially or otherwise (including but not limited
to conduct that constitutes competitive activity), (iii) breach of this
Agreement in any material manner, (iv) conviction of a crime (other than
routine traffic

<PAGE>

offenses), (v) habitual abuse of alcohol or prescription drugs or (vi) abuse of
controlled substances.

b. WITHOUT CAUSE. The Employer may
terminate this Agreement without cause with no notice to Employee. In the event
that Employee is terminated without cause and has been employed for less than
two years, Employer shall pay Employee severance pay equal to 26 weeks' salary;
more thantwo years but less than three years, 18 weeks' pay; after three years,
10 weeks' pay. If the Employee resigns, no severance pay shall be payable to
Employee.

c. OTHER. This Agreement automatically shall
terminate upon the death of the Employee, except that the Employee's estate
shall be entitled to receive any amount accrued under paragraph 5(a) for the
period prior to the Employee's death and any other amount for which the
Employee was entitled to at the time of his death.

6. EXPENSES. The Employee shall be reimbursed for all
reasonable, actual out-of-pocket expenses incurred in the performance of the
Employee's duties hereunder, provided such expenses are acceptable to the
Employer, and that the Employee shall submit to the Employer detailed,
bi-weekly expense reports and receipts with respect thereto. All air travel
shall be by coach.

7. VACATION. The Employee shall be entitled to receive two (2) weeks
paid vacation time during each year of employment on dates to be agreed upon
between the Employer and the Employee. The Employee shall be entitled to eight
(8) paid holidays and five (5) sick/personal days. The Employee may accumulate
thirty (30) vacation and sixteen (16) holidays before losing the use thereof
without compensation.

8. CONFIDENTIALITY. At no time shall the Employee disclose to anyone
any confidential or secret information (not already constituting information
available to the public.) of the Employer and/or its affiliates concerning (a)
internal affairs or proprietary business operations of the Employer and/or its
affiliates or (b) any trade secrets, new product developments, patents,
programs or programming, especially unique processes or methods. The Employee
shall disclose to the Employer the names and addresses of all third parties to
whom the Employee owes a duty of confidentiality.

9. COVENANT NOT TO COMPETE. The Employee will not, at any time, in
North America, during the term of this agreement, and for two (2) years
thereafter, either directly or indirectly, engage in, with or for any
enterprise, institution, business, or company, whether or not for profit, which
is competitive with the business (as identified herein) of the Employer and/or
its affiliates as such business may be conducted on the date thereof, as a
creditor, guarantor, or financial backer, stockholder, director, officer,
consultant, advisor, employee, member, inventor, producer, or otherwise of or
through any corporation, partnership, association, sole proprietorship or other
entity. However the ownership of, by the Employee, his spouse or his children,
of not more than four percent (4%) of the total debt or equity capital or any
such competitive enterprise or business, where the stock is listed on a
national securities exchange or on the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ"), shall not be deemed in
violation of the covenants contained in this paragraph. As used in this
Agreement, the business of the Employer and/or its affiliates shall be deemed
to include the development and implementation of technology or programs for
measurement or control of equipment or processes.

10. PROPRIETARY RIGHTS - OWNERSHIP OF INVENTIONS. The Employee
acknowledges that in the event the Employee creates or invents any products
or technology or improves any existing products or

<PAGE>

technology of the Employer and/or its affiliates during the term of this
Agreement and in the course of the Employee's employment, all patents or other
proprietary rights so developed shall be the exclusive property of the Employer
and/or its affiliates. Employee agrees to execute any documents required to
confirm the Employer's and/or its affiliates' ownership of all rights in and to
any inventions of the Employee so developed during the term of this Agreement.
The Employee agrees not to challenge the Employer's and/or its affiliates'
ownership of any such invention or the validity of any of the Employer's and/or
its affiliates' patents or other rights relating to such inventions. Should the
Employee develop any products or technology during the term of employment, but
not in the course of the Employee's employment, the Employer retains the right
of first refusal on said products and technology, and should the Employer
refuse such offer, the Employer shall benefit in twenty-five percent (25%) of
the proceeds received from any sale, use or related disposal of said products
or technology.

11. MANDATORY ARBITRATION. Any dispute, claim or grievance arising out
of or relating to this agreement shall be submitted to arbitration under the
Voluntary Labor Arbitration Rules of the American Arbitration Association. The
parties further agree that there shall be no suspension of work when such a
dispute arises and while it is in process of adjustment or arbitration.

12. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the employment contemplated herein and
supersedes any prior agreement or understanding between the Employer and the
Employee with respect to the Employee's employment by the Employer. The
unenforceability of any provision of this Agreement shall not effect the
enforceability of any other provision. This Agreement may not be amended,
modified or changed in any way except by an agreement in writing signed by the
Employee and the Employer. Waiver of or failure to exercise any rights provided
by this agreement and in any respect shall not be deemed a waiver of any
further or future rights.

13. ASSIGNMENT. This Agreement shall not be assigned to
other parties, except that the Employer shall be able to assign the Agreement
to a subsidiary or affiliate.

14. GOVERNING LAW. This Agreement and all the
amendments hereof, and waivers and consents with respect thereto, shall be
governed by the internal laws of the state of New Jersey, without regard to
the conflict of laws principles thereof.

15. NOTICES. All notices, responses, demands or other
communications under this Agreement shall be in writing and shall be deemed
to have been given when

a. delivered by hand;

b. sent by telecopier (with receipt confirmed),
provided that a copy is mailed by registered mail, return receipt requested; or

c. received by the addressee as sent by express
delivery service (receipt requested) in each case to the appropriate addresses
or telecopier numbers as the party may designate to itself by notice
to the other parties:

(i) if to the Employer:

<PAGE>

Jon J. Darcy, President
Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, New Jersey 07657
Telecopier: (201) 941-5821
Telephone: (201) 941-5805

With a copy to:

Steven Schuster, Esq.
McLaughlin & Stern LLP
380 Lexington Avenue
New York, NY 10168
Telecopier: (201) 697-2817
Telephone: (201) 867-2500

(ii) if to the Employee::

Thomas P. Lewis
c/o Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, NJ 07657

IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS
AGREEMENT THE DAY AND YEAR FIRST ABOVE WRITTEN

THERMO-MIZER ENVIRONMENTAL CORP.

BY: /S/ JOHN J. DARCY
----------------------
JON J. DARCY, PRESIDENT

/S/ THOMAS P. LEWIS
----------------------
THOMAS P. LEWIS

EXHIBIT 10(vii)
EMPLOYMENT AGREEMENT

AGREEMENT made as of this 30th day of June, 1996 by and between
THERMO-MIZER ENVIRONMENTAL CORP., having an office at 528 Oritan Avenue,
Ridgefield, New Jersey (the "Employer") and Jeffrey A. Buser, an individual
residing at 6 Clearview Avenue, Wiley Ford, WV 26767 (the "Employee").

W I T N E S S E T H

WHEREAS, the Employer desires to employ the Employee as Systems
Engineer; and

WHEREAS, the Employee is willing to be employed as Systems Engineer in
the manner provided for herein, and to perform the duties of the Employer upon
the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:

2. TERM. The term of this agreement shall be three (3) years.
This agreement shall be renewable thereafter on a yearly basis if mutually
agreed upon by all parties.

4. CONSIDERATION.

b. The Employer shall include the Employee in
its health insurance program available to Employer's executive officers.

5. TERMINATION.

a. FOR CAUSE. The Employer may terminate this
agreement and the Employee's employment hereunder upon written notice for
cause. For purposes hereof, "Cause" shall mean (i) failing to carry out in a
competent, workmanlike and diligent manner the business of the Employer as
determined by the President, (ii) engaging in conduct which is not in the best
interests of the Employer, financially or otherwise (including but not limited
to conduct that constitutes competitive activity), (iii) breach of this
Agreement in any material manner, (iv) conviction of a crime (other than
routine traffic offenses), (v) habitual abuse of alcohol or prescription drugs
or (vi) abuse of controlled substances.

<PAGE>

b. WITHOUT CAUSE. The Employer may terminate
this Agreement without cause with no notice to Employee. In the event that
Employee is terminated without cause and has been employed for less than two
years, Employer shall pay Employee severance pay equal to 26 weeks' salary;
more than two years but less than three years, 18 weeks' pay; after three
years, 10 weeks' pay. If the Employee resigns, no severance pay shall be
payable to Employee.

10. PROPRIETARY RIGHTS - OWNERSHIP OF INVENTIONS. The Employee
acknowledges that in the event the Employee creates or invents any products or
technology or improves any existing products or technology of the Employer
and/or its affiliates during the term of this Agreement and in the course of
the Employee's employment, all patents or other proprietary rights so developed
shall be the exclusive property

<PAGE>

of the Employer and/or its affiliates. Employee agrees to execute any documents
required to confirm the Employer's and/or its affiliates' ownership of all
rights in and to any inventions of the Employee so developed during the term of
this Agreement. The Employee agrees not to challenge the Employer's and/or its
affiliates' ownership of any such invention or the validity of any of the
Employer's and/or its affiliates' patents or other rights relating to such
inventions. Should the Employee develop any products or technology during the
term of employment, but not in the course of the Employee's employment, the
Employer retains the right of first refusal on said products and technology,
and should the Employer refuse such offer, the Employer shall benefit in
twenty-five percent (25%) of the proceeds received from any sale, use or
related disposal of said products or technology.

13. ASSIGNMENT. This Agreement shall not be assigned to other parties,
except that the Employer shall be able to assign the Agreement to a subsidiary
or affiliate.

14. GOVERNING LAW. This Agreement and all the amendments hereof, and
waivers and consents with respect thereto, shall be governed by the internal
laws of the state of New Jersey, without regard to the conflict of laws
principles thereof.

15. NOTICES. All notices, responses, demands or other communications
under this Agreement shall be in writing and shall be deemed to have been given
when

a. delivered by hand;

b. sent by telecopier (with receipt confirmed),
provided that a copy is mailed by registered mail, return receipt requested; or

(i) if to the Employer:

Jon J. Darcy, President
Thermo-Mizer Environmental Corp.

<PAGE>

528 Oritan Avenue
Ridgefield, New Jersey 07657

Telecopier: (201) 941-5821
Telephone: (201) 941-5805

With a copy to:

Steven Schuster, Esq.
McLaughlin & Stern LLP
380 Lexington Avenue
New York, NY 10168

Telecopier: (201) 697-2817
Telephone: (201) 867-2500

(ii) if to the Employee::

Jeffrey A. Buser
c/o Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, NJ 07657

IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS
AGREEMENT THE DAY AND YEAR FIRST ABOVE WRITTEN

THERMO-MIZER ENVIRONMENTAL CORP.

BY: /S/ JON J. DARCY
------------------------
JON J. DARCY, PRESIDENT

/S/ JEFFREY A. BUSER
------------------------
JEFFREY A. BUSER

EXHIBIT 10(viii)
EMPLOYMENT AGREEMENT

AGREEMENT made as of this 30th day of June, 1996 by and between
THERMO-MIZER ENVIRONMENTAL CORP., having an office at 528 Oritan Avenue,
Ridgefield, New Jersey (the "Employer") and Eric W. Stark, an individual
residing at 6005 Squires Manor Lane, Library, Pa., 15129 (the "Employee").

W I T N E S S E T H

WHEREAS, the Employer desires to employ the Employee as
Systems Engineer; and

WHEREAS, the Employee is willing to be employed as Systems Engineer in
the manner provided for herein, and to perform the duties of the Employer upon
the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:

1. EMPLOYMENT OF EMPLOYEE. The Employer hereby
employs the Employee as Systems Engineer of the Employer. During the term
hereof, the Employee shall devote all of his business time and efforts to the
Employer.

2. TERM. The term of this agreement shall be three
(3) years. This agreement shall be renewable thereafter on a yearly basis if
mutually agreed upon by all parties.

4. CONSIDERATION.

b. The Employer shall include the Employee in
its health insurance program available to Employer's executive officers.

5. TERMINATION.

<PAGE>

b. WITHOUT CAUSE. The Employer may
terminate this Agreement without cause with no notice to Employee. In the event
that Employee is terminated without cause and has been employed for less than
two years, Employer shall pay Employee severance pay equal to 26 weeks' salary;
more than two years but less than three years, 18 weeks' pay; after three
years, 10 weeks' pay. If the Employee resigns, no severance pay shall be
payable to Employee.

<PAGE>

13. ASSIGNMENT. This Agreement shall not be assigned to other
parties, except that the Employer shall be able to assign the Agreement to a
subsidiary or affiliate.

14. GOVERNING LAW. This Agreement and all the amendments hereof,
and waivers and consents with respect thereto, shall be governed by the
internal laws of the state of New Jersey, without regard to the conflict of
laws principles thereof.

15. NOTICES. All notices, responses, demands or other communications
under this Agreement shall be in writing and shall be deemed to have been
given when

a. delivered by hand;

b. sent by telecopier (with receipt confirmed),
provided that a copy is mailed by registered mail, return receipt requested; or

(i) if to the Employer:

Jon J. Darcy, President
Thermo-Mizer Environmental Corp.

<PAGE>

528 Oritan Avenue
Ridgefield, New Jersey 07657

Telecopier: (201) 941-5821
Telephone: (201) 941-5805

With a copy to:

Steven Schuster, Esq.
McLaughlin & Stern LLP
380 Lexington Avenue
New York, NY 10168

Telecopier: (201) 697-2817
Telephone: (201) 867-2500

(ii) if to the Employee::

Eric W. Stark
c/o Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, NJ 07657

IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS
AGREEMENT THE DAY AND YEAR FIRST ABOVE WRITTEN

THERMO-MIZER ENVIRONMENTAL CORP.

BY: /S/ JON J. DARCY
--------------------------------
JON J. DARCY, PRESIDENT

/S/ ERIC W. STARK
--------------------------------
ERIC W. STARK

EXHIBIT 10(ix)
PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the "Agreement") is made and entered
into this day of July, 1996 by and between ENERSAVE, INC., a New York
corporation with its principal office located at 355 Lexington Avenue, New
York, New York 10017 ("Enersave") and THERMO-MIZER ENVIRONMENTAL CORP., a
Delaware corporation with its principal office located at 528 Oritan Avenue,
Ridgefield, NJ 07657 ("Thermo-Mizer").

WITNESSETH:

WHEREAS, Enersave has entered into a certain Energy Demand Management
Agreement with Rochester Gas and Electric Corporation ("RG&E") dated March 12,
1993 (the "RG&E Agreement"), and has also entered into certain energy services
contracts with the commercial and institutional energy users of RG&E (the "RG&E
Customers") listed on Exhibit A which relate to the RG&E Agreement (the "RG&E
Customer Contracts");

WHEREAS, Enersave has entered into a certain Large-Scale Conservation
Investment Agreement with Public Service Electric & Gas Company ("PSE&G") dated
January 3, 1991 (the "PSE&G DSM Agreement"), and has also entered into certain
energy services contracts with the commercial energy users of PSE&G (the "PSE&G
DSM Customers") listed on Exhibit A which relate to the PSE&G DSM Agreement
(the "PSE&G DSM Customer Contracts");

WHEREAS, Enersave has entered into a certain Standard Energy Savings
Agreement with PSE&G dated June 7, 1994 (the "PSE&G Standard Offer Agreement"),
and has also entered into certain energy services contracts with the commercial
energy users of PSE&G (the "PSE&G Standard Offer Customers") listed on Exhibit
A which relate to the PSE&G Standard Offer Agreement (the "PSE&G Standard Offer
Customer Contracts"); and

WHEREAS, the parties intend to enter into an agreement whereby
Enersave will sell and Thermo-Mizer will purchase the right to meter and
generate monthly billings for the energy services provided by Enersave pursuant
to the RG&E Agreement, the PSE&G DSM Agreement and the PSE&G Standard Offer
Agreement (collectively the "Utility Agreements") and the RG&E Customer
Contracts, the PSE&G DSM Customer Contracts and the PSE&G Standard Offer
Customer Contracts (collectively the "Customer Contracts").

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, and subject to the conditions hereinafter set forth, the
parties hereto agree as follows:

1. Purchase and Sale. Subject to the terms and conditions
contained in this Agreement, Enersave will sell to Thermo-Mizer and
Thermo-Mizer's successors and assigns, and Thermo-Mizer will purchase, all of
Enersave's rights to provide all necessary performance metering and billing
services pursuant to the Utility Agreements and the Customer Contracts,
including any new Customer Contracts entered into by Enersave during the
calendar years 1996 and 1997 which relate to the Utility Agreements (hereafter
referred to as "Additional Customer Contracts"). Existing and

==============================================================================
THERM01.PA Page 1 (rev. 07/17/96)

<PAGE>

future anticipated Customer Contracts are identified on Appendix A, along with
the number of data collection boxes ("Meter Boxes") existing or planned for
each Customer site.

2. Purchase Price and Payment. The purchase price for the
rights granted by Enersave hereunder is One Hundred Thousand ($100,000.00)
Dollars, payable in immediately available funds to Enersave upon the execution
of this Agreement.

3. Scope of Thermo-Mizer Services and Payment.

(a) Thermo-Mizer metering and billing service tasks shall
include the following: collection of data from the Meter Boxes, analysis of the
data following Utility accepted protocols, preparation of data summary reports
for each Customer for provision to Enersave, preparation of monthly invoices
for rendering to the Utilities and Customers, as appropriate, and, upon
Enersave review and approval, release of the invoices to the Utilities and
Customers, as appropriate. For metering and billing services tasks provided by
Thermo-Mizer, Thermo-Mizer shall be compensated at the rate of $85 per Meter
Box per month (the "Meter Fee"), payable by Enersave within thirty (30) days
after Enersave's receipt of Thermo-Mizer's invoice therefor. Commencing on
January 1, 1998, the Meter Fee shall escalate at the rate of three (3%) percent
per year, effective on each succeeding January 1st during the term hereof.
Enersave is currently receiving data collection services from Measuring &
Monitoring Services, Inc., located at 620 Shrewsbury Avenue, Tinton Falls, New
Jersey 07701 ("M&M"). As soon as practical after execution of this Agreement,
Thermo-Mizer shall initiate taking over the measuring and billing services from
M&M on a site-by-site basis at a pace to be determined jointly by the parties,
so that by November 1, 1996, Thermo-Mizer shall be providing measuring and
billing services on all the existing Customer sites hereunder.

(b) At Enersave's option, Thermo-Mizer shall also procure and
install new Meter Boxes meeting applicable Utility protocols at Customer sites
as directed by Enersave, at prices to be negotiated between the parties on a
site-by-site basis. All Meter Boxes supplied by Thermo- Mizer shall be new, and
Thermo-Mizer hereby extends a one year warranty covering parts and labor
arising from defective materials or improper workmanship or installation for
each Meter Box supplied hereunder.

(c) Projected Meter Fees for the services provided by
Thermo-Mizer under Section 3(a) for the existing Customers along with future
anticipated sites to be contracted by Enersave under the RG&E Agreement is
attached hereto as Exhibit B. The parties agree that Thermo-Mizer's aggregate
compensation for such services shall be in accordance with Exhibit B.

4. Term. This Agreement shall commence on the execution date hereof
and shall continue until all of the Utility Agreements have expired in
accordance with their respective terms, unless this Agreement has been sooner
terminated by the parties hereto. The expiration dates of the Utility
Agreements are as follows: (i) the RG&E Agreement is December 31, 2008, (ii)
the PSE&G DSM Agreement is April 8, 2004, and (iii) the PSE&G Standard Offer
Agreement is July 1, 2006. The Customer Contracts expire on the respective
expiration dates of the Utility Agreements with which each Customer Contract is
associated.

5. Termination. This Agreement may be terminated by Enersave on
90 days notice to Thermo-Mizer anytime after December 31, 2001, and upon such
termination, neither party shall have

===============================================================================
THERM01.PA Page 2 (rev. 07/17/96)

<PAGE>

any obligation to the other except for the payment of any amounts due and
outstanding as of the
termination date.

6. Repurchase Option. Enersave may repurchase all or a portion of the
rights granted to Thermo-Mizer at any time prior to December 31, 2001, upon
sixty (60) days prior notice by Enersave and upon the payment of the
"Repurchase Price" as defined below. The Repurchase Price for Thermo-Mizer's
entire rights hereunder shall be calculated as: (i) the Purchase Price paid
herein, reduced by an amount equal to 20% per calendar year, plus (ii) costs
incurred by Thermo-Mizer to initiate services, including the procurement of
necessary software and internal system development expenses, not to exceed
Thirty Thousand ($30,000) Dollars, plus (iii) a repurchase penalty payment of
Twenty Thousand ($20,000) Dollars, plus (iv) any amounts due and outstanding as
of the repurchase date. Repurchase of a portion of the rights shall be for a
pro-rated Repurchase Price, which shall be calculated as the total Repurchase
Price divided by the total number of Meter Boxes appearing on Exhibit A,
multiplied by the number of Meter Boxes for which the metering rights are being
repurchased. The Repurchase Price shall be payable by Enersave in immediately
available funds, and upon receipt of the Repurchase Price by Thermo-Mizer, all
rights granted hereunder shall cease and this Agreement shall terminate.

7. Representations and Warranties of Enersave.
Enersave represents and warrants as follows:

(a) Corporate Standing and Authority.

(1) Enersave is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
and has all corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby.

(2) This Agreement and the transactions
contemplated hereby have been duly authorized and approved by all required
action of Enersave, and this Agreement has been duly executed and delivered
by Enersave and is legally binding upon Enersave in accordance with its terms.

(3) Neither the execution and delivery of this
Agreement nor the consummation by Enersave of the transactions contemplated
hereby will violate or conflict with, or constitute a default under, any of
the Utility Agreements.

(b) No Default. Enersave is not in default under any of the
Utility Agreements or any of the Customer Contracts, and it has no knowledge of
any pending or threatened default by any of the parties to the Utility
Agreements or the Customer Contracts. Enersave is not in default under any of
its financing agreements pertaining to any of the Utility Agreements or any of
the Customer Contracts, and it has no knowledge of any pending or threatened
default by any of the parties to such financing agreements.

(c) Litigation. There is no litigation, proceeding,
investigation, arbitration or claim pending or to Enersave's knowledge
threatened against or affecting Enersave which, if decided

==============================================================================
THERMO1.PA Page 3 (rev. 07/17/96)

<PAGE>

against Enersave, would have a material adverse effect on the Utility
Agreements, the Customer Contracts, or on Enersave's ability to carry out its
obligations under this Agreement.

8. Representations and Warranties of Thermo-Mizer. Thermo-Mizer
represents and warrants as follows:

(a) Corporate Standing and Authority.

(1) Thermo-Mizer is a corporation duly
organized, validly existing and in good standing under the laws of Delaware
and has all corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby.

(2) This Agreement and the transactions
contemplated hereby have been duly authorized and approved by all required
action of Thermo-Mizer, and this Agreement has been duly executed and
delivered by Thermo-Mizer and is legally binding upon Thermo-Mizer in
accordance with its terms.

(b) Litigation. There is no litigation, proceeding,
investigation, arbitration or claim pending or to Thermo-Mizer's knowledge
threatened against or affecting Thermo-Mizer which, if decided against
Thermo-Mizer, would have a material adverse effect on Thermo-Mizer's ability to
carry out its obligations under this Agreement.

9. Covenants of Enersave. Enersave covenants that it shall give
Thermo-Mizer prompt written notice upon the execution by Enersave of any
Additional Customer Contract. Enersave further covenants that it shall not
grant any security interest in the Utility Agreements or payment rights
thereunder, other than the existing grants to the respective financing
entities, without the consent of Thermo-Mizer, which consent shall not be
unreasonably withheld.

10. Default by Thermo-Mizer; Remedies.

(a) Thermo-Mizer shall be in default of this Agreement if:
(i) Thermo-Mizer fails to make a payment when due, (ii) any representation or
warranty made by Thermo-Mizer is untrue in any material respect, (iii)
Thermo-Mizer is in breach of any material term or condition of this Agreement,
(iv) Thermo-Mizer fails to provide its services in a timely and reasonably
accurate manner, or with the care and quality reasonably expected from a
business of its nature, or (v) a voluntary or involuntary petition has been
filed with a bankruptcy court by or against Thermo-Mizer, or a receiver or
trustee is appointed for Thermo-Mizer, or Thermo-Mizer makes a general
assignment for the benefit of its creditors, and such action has not been
vacated within ninety (90) days.

(b) In the event of a default by Thermo-Mizer, Enersave shall
have the right to: (i) terminate the Agreement, and/or (ii) pursue any other
remedy in equity or at law. Notwithstanding the foregoing, Thermo-Mizer shall
have the right to cure any default hereunder for a period of thirty (30) days
after notice of default from Enersave.

11. Default by Enersave; Remedies.

==============================================================================
THERMO1.PA Page 4 (rev. 07/17/96)

<PAGE>
(a) Enersave shall be in default of this Agreement if: (i)
Enersave fails to make a payment when due, (ii) any representation or warranty
made by Enersave is untrue in any material respect, (iii) Enersave is in breach
of any material term or condition of this Agreement, (iv) a voluntary or
involuntary petition has been filed with a bankruptcy court by or against
Enersave, or a receiver or trustee is appointed for Enersave, or Enersave makes
a general assignment for the benefit of its creditors, and such action has not
been vacated within ninety (90) days, or (v) any Utility Agreement or Customer
Contract is terminated prior to December 31, 2001, except that any such event
shall not be considered a default hereunder if Thermo-Mizer's Meter Fees from
the remaining Customer sites equal or exceed the applicable amounts set forth in
Exhibit B.

(b) In the event of a default by Enersave, Thermo-Mizer shall
have the right to terminate the Agreement and, if such default occurs prior to
December 31, 2001, to receive a termination payment from Enersave equal to the
Repurchase Price for Thermo-Mizer's entire rights under this Agreement,
calculated as of the date of Enersave's default. Notwithstanding the foregoing,
Enersave shall have the right to cure any default hereunder for a period of
thirty (30) days after notice of default from Thermo-Mizer, and, in the event
of any default pursuant to Section II(a)(v), Enersave may cure such default by
either: (i) substituting, within ninety (90) days of Thermo-Mizer's notice,
other customer sites and/or utility agreements not currently within the scope
of this Agreement in order to meet the fee projection set forth in Exhibit B,
or (ii) exercising its Repurchase Option with respect to the terminated Meter
Boxes.

12. Indemnification.

(a) Each party will indemnify and hold the other party and
its successors and assigns, harmless from and against all actions, suits,
proceedings, claims, demands, assessments, judgments, liability, loss, damage,
cost or expense (collectively "Losses" and singularly a "Loss") arising out of
the indemnified party's defense of any claim, suit or proceeding made or
commenced against it arising out of any liability or obligation of the
indemnifying party pursuant to this Agreement.

(b) The party claiming indemnification will promptly notify
the indemnifying party of any claim which the claiming party deems to be the
subject of indemnification under this Section, and the indemnifying party will
have the right and obligation to defend against such claim. The indemnifying
party will have sole charge and direction of any such defense; provided,
however, that the indemnifying party will not settle or compromise any claim or
Loss without the prior written consent of the indemnified party; and provided
further that if the indemnified party does not consent to any such settlement
or compromise, the indemnifying party will have no obligation to indemnify or
hold harmless the indemnified party for any claims or Losses which are in
excess of the proposed settlement or compromise or which arise after such
consent is withheld, in which event the indemnified party will have the right
to be represented in such defense by counsel of its own choice and at its own
expense.

(c) Any recovery by the indemnified party under this Section
for a claim, Loss or Losses, will take into account any tax benefit of such
claim, Loss or Losses, for federal or state income tax purposes, any tax due as
a result of any payment made to the indemnified party, and any insurance
proceeds received by the indemnified party, but will not take into account any
consequential damages.

==============================================================================
THERM01.PA Page 5 (rev. 07/17/96)

<PAGE>

13. Costs and Expenses. Thermo-Mizer and Enersave each will
pay their own legal fees and other costs and expenses with respect to this
Agreement and the transactions contemplated hereby.

14. Control and Publicity. The parties agree to make no public
disclosure of the transactions contemplated herein except as may be required
by law or with the written consent of the other party hereto.

15. Notices. All necessary notices, demands and requests
required or permitted to be given under the provisions of this Agreement,
will be deemed duly given if delivered personally, mailed by certified mail
with return receipt requested, or delivered by a nationally recognized
overnight delivery service with receipt acknowledged, addressed as follows
(which address may be changed on written notice by the addressee):

If to Enersave: Mr. Dennis T. Wilson, President
Enersave, Inc.
355 Lexington Avenue
New York, NY 10017

If to Thermo-Mizer: Mr. Jon J. Darcy, President
Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, NJ 07657

16. Entire Agreement. This Agreement, together with the
Exhibits, embodies the entire Agreement and understanding between the parties,
and supersedes any prior agreements or understandings, written or oral, with
respect to the subject matter hereof.

17. Governing Law. This Agreement will be construed and
governed in accordance with the laws of the State of New York, without
regard to conflicts of laws provisions, and the parties hereby consent to the
jurisdiction of any federal or state court located in the State of New York,
County of New York, for any action or proceeding brought with respect to this
Agreement.

18. Successors and Assigns. Neither party may assign this
Agreement nor any rights hereunder without the prior written consent of
the other party hereto. This Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.

19. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart
were upon the same instrument.

20. Headings. The headings of the paragraphs of this Agreement
are for convenience of reference only and do not form a part hereof and in
no way modify, interpret or construe the meanings or intentions of the parties.

==============================================================================
THERM01.PA Page 6 (rev. 07/17/96)

<PAGE>

21. Survival. The representations, warranties and
indemnifications of the parties contained in this Agreement that have not
been discharged prior to the termination of this Agreement for any reason or
that have not expired by the express terms of this Agreement, shall survive
termination of this Agreement.

WITNESS our respective hands and seals as of the date first above
written.

ENERSAVE, INC.

By:
-----------------------------------
Dennis T. Wilson, President

THERMO-MIZER ENVIRONMENTAL CORP.

By:
-----------------------------------
Jon J. Darcy, President

==============================================================================
THERMO1.PA Page 7 (rev. 07/17/96)

<PAGE>

EXHIBIT A
---------

CUSTOMER CONTRACTS

I. RG&E Customers Meter Boxes Status Type
-------------- ----------- ------ ----
<S> <C> <C> <C> <C>
1. YMCA of Greater Rochester 4 existing M&M
2. Thomson Legal Publishing, Inc. 1 existing M&M
3. The Genesee Hospital 3 existing M&M
4. The Gleason Works 2 existing M&M
5. Michael I. Futerman (Crossroads) 1 existing M&M
6. Sentry Group 1 existing Metasys
7. Delphi Automotive Systems 1 existing EUA/DAY
8. St. Mary's Hospital 2 existing Metasys
9. Lawyer's Cooperative Publishing 2 existing M&M
10. Rochester General Hospital Foundation 1 existing M&M
11. Canandaigua Wine Company, Inc. 1 existing M&M
12. Xerox (in negotiation) 10 projected
13. Monroe Community College (in negotiation) 3 projected
14. West Irondequoit Schools (in negotiation) 4 projected

II. PSE&G DSM Customers Meter Boxes Status Type
------------------- ----------- ------ ----
1. Anheuser Busch 4 existing M&M
2. Co-Steel Raritan 1 existing M&M
3. MCI International 2 existing M&M
4. Sea-Land Phase II 4 existing M&M
5. USA Detergents 1 existing M&M
6. WCI/Frigidare Phase I 3 existing M&M
7. Westfield Post Office 1 existing M&M
8. West Caldwell Post Office 1 existing M&M

III. PSE&G Standard Offer Customers Meter Boxes Status Type
------------------------------ ----------- ------ ----
1. Garden State Converters 1 existing M&M
2. Sea-Land Phase I 3 existing M&M
3. Garden State Nutritionals 1 existing M&M
4. WCI Phase II 1 existing M&M
5. Webcraft 1 existing M&M
6. Fort Lee Executive Park 4 existing M&M

</TABLE>

==============================================================================
THERM01.PA Page 8 (rev. 07/17/96)

EXHIBIT 10(x)

AGREEMENT made this ____ day of ____________, 1996 by and between THERMO-MIZER
ENVIRONMENTAL CORP., having its principal place of business at 528 Oritan
Avenue, Ridgefield, New Jersey 07657 ("THERMO") and AMERICAN PROCESS CONTROL,
INC. having its principal place of business at 6 Woodstone Road, Chester, New
Jersey 07930-2731 ("APC");

WITNESSETH:

WHEREAS, Thermo desires to have APC develop a working
temperature-activated steam trap alarm device (the "Product"), and APC desires
to obtain a loan from Thermo for $93,750.00 to fund development of the Product.

NOW, THEREFORE, the parties hereto agree as follows:

1. Loan
----

a. Simultaneously with the execution of this Agreement, Thermo hereby
loans to APC the sum of Ninety-Three Thousand, Seven Hundred Fifty Dollars
($93,750.00)(herein after the "Loan"). The principal amount of the loan shall
be due and payable on December 15, 1996, but shall not bear interest or require
any other payment by APC except pursuant to Section 5..

b. APC will have the right to extend the maturity date of the Loan and the
date of development and delivery of the Product, for not more than three
periods, each of thirty days in length, provided that (i) APC is diligently
proceeding to satisfy its obligations to develop and deliver the Product, and
(ii) APC represents in writing to Thermo that it reasonably believes that
development and delivery of the Product can be accomplished within the
then-remaining extension period or periods.

2. Security
--------

APC hereby grants Thermo a first priority security interest in all
APC's assets, including, but not limited to all patents, patent applications,
trademarks, copyrights, trade secrets, firmware and software, and other
proprietary information and intellectual property relating to the Product
("Collateral"). The Loan will be secured by the Collateral and shall be
repayable by APC only. In no event shall any of the shareholders, officers or
directors of APC have any personal liability or obligation for the repayment of
the Loan and the Loan shall be non-recourse with respect to such shareholders,
officers and directors.

Contemporaneously herewith, a financing statement on form U.C.C.1 has
been executed by APC regarding the Collateral. In the event that APC fails to
deliver the Product in accordance with

<PAGE>

Section 5, APC shall be responsible for all costs incurred by Thermo in
connection with obtaining payment of the Loan.

3. Use of Proceeds
---------------

The proceeds of the loan may only be used by APC, as necessary, to
fund development of the Product.

4. Options
-------

a. APC hereby grants Thermo an option (the "Option") to purchase
shares of common stock representing 45% of the issued and outstanding shares of
capital stock of APC at the time Thermo exercises such option.

b. In the event APC issues any additional shares of capital stock
after exercise of the Option, APC shall issue to Thermo a number of shares of
capital stock equal to 45% of such additional shares of capital stock for no
additional consideration. In the event that APC, either before or after the
exercise of the Option, issues any security hat can be convertible into shares
of capital shock or any options, warrants or other security exercisable for
shares of capital stock, then, upon the conversion of such convertible
securities or upon the exercise of the options, warrants or other securities,
then APC shall issue to Thermo, for no additional consideration, a number of
shares of capital stock equal to 45% of the shares of capital stock so issued
upon such exercise or conversion so that the stock held by Thermo shall equal
45% of all issued and outstanding shares of capital stock.
.
c. Should a public offering of warrants to purchase shares of capital
stock be made by APC, APC will issue to Thermo, for no additional
consideration, a number of warrants equal to 10% of the warrants registered at
the time of the initial public offering. APC agrees to register such warrants
issued to Thermo in the initial public offering and these warrants will be
immediately tradable in the open market without restriction. In the event that
no warrants are registered in the initial public offering, then as an
alternative to the issuance of the warrants to Thermo, 10% of the shares of
Common Stock owned by Thermo will be registered and tradable at the initial
offering . Thermo's warrants or shares to be included in the initial public
offering at APC's expense are hereinafter referred to as the "Registered
Securities.".

d. If the managing underwriter in such initial public offering shall
advise APC that it declines to include a portion or all of the Registered
Securities requested by Thermo or its Permitted Assignee (collectively, the
"Holders") to be included in the registration statement, then (A) registration
of all of the Registered Securities shall be excluded from such registration
statement on the condition that all securities to be registered by other
selling security holders, if any, are also excluded and (B) registration of a
portion of such Registered Securities shall be excluded if, such portion is
allocated among the Holders and any other selling security holders in
proportion to the respective numbers of securities to be registered by each
such Holder and other selling security
2

<PAGE>

holder. In such event, APC shall give the Holder prompt notice of the number of
Registered Securities excluded and agrees to register such Registered Securities
within six (6) months of the effective date of the Registered Securities.
"Permitted Assignee" shall mean an "affiliate" of Thermo as defined in Rule 144
of the Securities Act of 1933 (the "Act") or any other transferee pursuant to a
transfer made in compliance with applicable state and federal securities laws.

g. Indemnification will be furnished as follows:

(1) APC will indemnify Thermo and any Permitted Assignees whose securities
are included in any registration , if any, and each person who controls any
underwriter within the meaning of the Act or the Securities Exchange Act of
1934, as amended, (the "Exchange Act") against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any registration statement or prospectus incident to any such registration or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, provided that APC will be not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon information furnished
to APC by Thermo or any Permitted Assignee whose Registered Securities are
included in such registration or by any underwriter specifically for use
herein.

(2) Thermo and each Permitted Assignee will, if securities held by
them are included in the securities as to which such registration is being
effected, indemnify APC, each of its directors, and officers and counsel and
each underwriter, if any, of APC's securities covered by the registration
statement, each person who controls APC or such underwriter within the meaning
of the Exchange Act and the Act and the rules and regulations thereunder, each
other stockholder participating in such distribution and each of their
officers, directors and partners, and each person controlling such other
stockholder, against all claims, losses, damages and liabilities (or actions in
respect thereto) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, or any omission (or alleged omission) to state therein a
material fact required to be stated therein in order to make the statements
therein not misleading in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such document in reliance upon and in conformity with
information furnished to APC by the undersigned and each Permitted Assignee,
provided, however, that the obligations of Thermo and each Permitted Assignee
hereunder shall be limited to an amount equal to the proceeds received by
Thermo or each Permitted Assignee, as the case may be, of securities sold as
contemplated herein.

(3) Each party entitled to indemnification under this agreement (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified
3

<PAGE>

Party (whose approval shall not be unreasonably withheld), and the Indemnified
Party may participate in such defense at such party's expense, and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Section. Each Indemnified Party shall furnish such information regarding itself
or the claim in question as an Indemnifying Party may reasonably request in
writing and as shall be reasonably required in connection with defense of such
claim and any litigation resulting therefrom.

h. Thermo shall furnish to APC such information regarding Thermo
and any information relating to the registration of any of the APC's securities
owned by Thermo proposed to be registered as APC may reasonably request in
writing and as shall be reasonably required in connection with any
registration.

5. Delivery of Product
-------------------

a. APC will complete development of the Product satisfactory to
Thermo, as and to the extent described in Exhibit A thereto, and deliver a
minimum of ten working units of the Product, not later than December 15, 1996,
subject to extension in accordance with Section 1(a). Exhibit A hereto sets
forth specifications regarding the Product and an anticipated, but not
mandatory, interim schedule of tasks leading to delivery of the Product.

b.Upon delivery of the Product, and in its sole right for repayment
of the loan, Thermo, will have the right to exercise the option described in
paragraph 4(a), which exercise will be in full satisfaction of the loan. The
loan shall not bear interest or require any other payment by APC prior to
December 15, 1996 (or as such date may be extended as per paragraph 1c).

c.If APC fails to deliver the Product as specified in Section 5(a),
Thermo may seek recovery of all amounts due from APC. The parties acknowledge
that in the event of such failure by APC, Thermo may assume ownership of the
Collateral set forth in Section 2 and have no further obligation to APC and APC
shall have no right to the manufacture or distribution of the Product.

6. Management/Shareholders
-----------------------

a.APC, Thermo and the shareholders of APC executing this Agreement
acknowledge and agree that the Board of Directors of APC shall consist of seven
directors, whose members shall include five nominees of Brock, Shipman and
Truesdell, as they may agree among themselves and two nominees of Thermo.
Thermo and each such shareholder agree that at the next annual meeting of the
Shareholders, and thereafter for so long as he owns shares in APC, he shall
vote all of his shares for a Board of Directors to include the respective
nominees of Thermo and Brock, Shipman and Truesdell. All members of the Board
of Directors of APC will sign confidentiality and non-compete agreements for
the benefit of APC.

<PAGE>

b.Brock and Shipman, respectively, will be the initial President and
Chief Executive Officer, respectively, of APC.

7. Representations and Warranties of APC
-------------------------------------

a. APC represents, warrants and covenants that

(1) APC has the right and authority to enter into this Agreement
and that this Agreement constitutes a valid and binding obligation, enforceable
in accordance with its terms.

(2)APC has ___ shares of common stock issued and outstanding and
there are no other shares of capital stock, or any options, warrants or rights
to purchase any shares of capital stock, or any securities convertible into
shares of capital stock issued and outstanding.

(3) APC possesses good and valid title to the Collateral, free of
any liens, encumbrances and claims whatsoever, The security interest granted to
Thermo constitutes a first priority security interest to the Collateral. In the
event that the Collateral is transferred to Thermo, APC will provide any
necessary documentation requested by the Commissioner of Patents and Trademarks
or any other office or agency in order to effectuate such transfer.

(4) The sale of the Products by Thermo will not violate any law
or infringe upon or violate the rights of any party and that the patents with
respect to the Product have been validly issued and have not been challenged,
and have no adverse claims asserted against them.

b. APC shall defend, indemnify and hold harmless Thermo from and
against any and all claims incurred by Thermo by reason of any claim of
infringement or violation of patent(s), know-how or other proprietary rights
which may be asserted by any third party, because of the sale by Thermo of the
Products.

8. Representations of Thermo
-------------------------

. Thermo represents and warrants that it has the right and authority to
enter into this Agreement and that this agreement constitutes a valid and
binding obligation enforceable in accordance with its terms.

9. Marketing Requirements
----------------------

After delivery of the Product to Thermo in accordance with
Section 5(a), APC will have the right to grant exclusive territories to third
parties for the sale and/or marketing of the Product (such exclusive
territories may include all uses and markets therein, or only specified uses
and

<PAGE>

markets).

Notwithstanding the right of APC to grant exclusive licenses
to particular territories, APC grants Thermo a perpetual, non-exclusive,
royalty-free license to market and sell the Product anywhere in the continental
United States, for any use or purpose, and a perpetual exclusive, royalty-free
license to market and sell the Product in the continental United States with
respect to the Heating, Ventilation and Air Conditioning ("HVAC") market.

. Thermo will provide APC with reasonable support for the sale of the Product
to the HVAC market, such support to include advertising, repairs and servicing
of the Product , unless such repairs are required as the result of a
manufacturing defect. The provision of advertising, repairs and servicing by
Thermo shall be in accordance with Thermo's prevailing terms for providing
repairs and servicing of its products and the form and amount of advertising
shall be determined by Thermo.

Thermo will purchase all Product sold by Thermo exclusively from APC,
at a price equal to 120 percent of APC's full manufacturing cost of the Product
and otherwise in accordance with APC's prevailing sales terms., provided that
the terms to Thermo, including the price of the Product, shall be no less
favorable to Thermo than to any other customer. The purchase price to be paid
by Thermo shall be 120% of the full manufacturing cost of APC as determined in
accordance with GAAP and shall consist of APC's direct costs in connection with
the manufacture of the Product without allowance for executive salaries and
general overhead. . Thermo will not utilize such reduced prices to sell the
Product significantly below prevailing sales prices on the Product for similar
uses.
.

10. Manufacture
------------

APC retains the exclusive right to manufacture the Product.

11. Binding Effect
--------------

This Agreement, and all of the terms and conditions herein contained,
shall be binding upon and inure to the benefit of the parties hereto, and their
heirs, executors, successors and permitted assigns. This agreement may not be
assigned by any party hereto without the consent of the other parties.

10. Invalid Provision
-----------------

The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, and the Agreement
shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

<PAGE>

11. Notices.
-------

All notices to be given or payments made hereunder shall be in
writing and sent by hand, overnight courier service or by registered or
certified mail, postage prepaid, addressed to the respective parties at the
addresses set forth above. All notices shall be effective upon receipt.

12. Further Action
--------------

Each of the parties hereto agrees to execute and deliver any and all
documents or other instruments and shall do or cause to be done all such acts
or things, at any time and from time to time, and as may be reasonably
necessary or proper to carry out the intent and purpose of this Agreement.

13. MISCELLANEOUS PROVISIONS
------------------------

(a) Applicable Law. This Agreement shall be governed by, and construed and
enforced in accordance with and subject to, the laws of the State of New Jersey
applicable to agreements made and to be performed entirely within such State.

(b) Entire Agreement; Amendments and Waivers. This Agreement sets forth
the entire understanding of the parties with respect to the subject matter
hereof and supersedes any prior agreement. This Agreement may not be altered or
amended except by an agreement in writing executed by APC and Thermo, and, with
respect to Section 6, the other parties hereto.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.

Thermo-Mizer Environmental Corp.

By:___________________________

American Process Control, Inc.

By:___________________________
Shareholders of American Process Control
As to Section 6

__________________________
Edward Brock

__________________________

<PAGE>

Doug Shipman

------------------------------------
Miles Truesdell

EXHIBIT 10(xi)
CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is made as of the 31st day of
July, 1996, by and between Thermo-Mizer Environmental Corp., a Delaware
corporation, with a principal executive office at 528 Oritan Avenue,
Ridgefield, New Jersey 07657 (the "Company"), and Solay, Inc. ("Solay"), a
Florida corporation, with a principal executive office at 888 Prospect Street
Suite 225, La Jolla California, 92037, and Crystal Line, Inc. ("Crystal"), a
Florida corporation with a principal executive office at 888 Prospect Street,
Suite 225, La Jolla, California 92037 (Solay and Crystal are referred to
collectively as the "Consultant").

RECITALS

WHEREAS, the Company desires to engage the Consultant to provide
certain consulting services with respect to the Company's business;

WHEREAS, the Consultant represents that it has considerable knowledge
and experience in advising regarding mergers and acquisitions and desires to
provide those services to the Company, all as more specifically set forth
below;

WHEREAS, the Consultant agrees to provide the services of Brett
Salter; and

WHEREAS, the Company designs, produces and markets products which
monitor a wide variety of environmental conditions.

NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, the parties hereby
agree as follows:

1. Consulting Engagement. The Company hereby engages the
Consultant and the Consultant hereby accepts such engagement by the Company as
a consultant and advisor with respect to the matters specifically set forth
herein for a term of one year.

2. Consulting Services. During the term of the Agreement, the
Consultant shall undertake for and on behalf of and to the extent specifically
requested in writing by the Company to advise the Company with respect to such
business matters as may be reasonably requested by the Company, including,
without limitation, the following:

(a) financial public relations;
(b) source mergers and acquisitions, including the
negotiation of documentation;
(c) combinations of products that are compatible with
the Company's business;

<PAGE>

(d) restructuring of the capitalization of the Company;
and
(e) consulting on other financial and business matters.

The Consultant shall be required to render on a monthly basis a written report,
within ten days of the end of each month, to the Company with respect to the
foregoing services and documenting its activities and contacts.

The parties understand and agree that the Consultant is not required
to spend all of its time and efforts with respect to the foregoing services,
provided, however, the Consultant represents and warrants to the Company that
it is able to provide such services in a professional manner consistent with
this type of engagement. The parties understand and further agree that during
the term of this Agreement, the Consultant is not restricted from providing
similar consulting services to other companies, provided that any such other
activities shall not materially interfere with the services required to be
provided hereunder.

3. Compensation. In consideration of the consulting services to be
rendered as set forth herein, and subject to the terms and conditions set forth
herein, the Company shall pay Crystal: $115,000.00 upon signing of this
agreement; wherein $85,000 plus $10,000 per month for only three (3) more
months for prepaid expenses, to be paid on the 10th of each month. All payments
by Company to Consultant shall be at San Diego, California or such other place
as Consultant may request.

As additional consideration for the consulting services to be rendered
as set forth herein, and subject to the terms and conditions set forth herein,
the Company hereby grants Consultant the option (the "Option") to purchase up
to 550,000 units (the "Units"), each Unit consisting of one share of the
Company's common stock and two Class B Warrants (the "Warrants") at a price of
$1.00 per Unit.

The Company shall use its best efforts to promptly register the
550,000 shares of Common Stock, the 1,100,000 Warrants and the 1,100,000 shares
of Common Stock underlying the Warrants (collectively the "Securities") on Form
S-8 for the issuance and resale under the Securities Act of 1933, as amended
(the "Act") and shall deliver evidence of the foregoing to the Consultant.
Within seven days following the effectiveness of a Form S-8 with respect to the
Units, Solay shall exercise (including payment in full to the Company) the
Option with respect to 260,000 Units for an aggregate of $260,000. The $260,000
payment shall be payable as follows: (i) $100,000 shall be payable in cash and
(ii) $160,000 by a promissory note in the form annexed hereto as Exhibit A. The
Company shall issue and deliver the underlying shares of Common Stock and
Warrants issued and registered in the name of Solay.

Solay acknowledges that upon its exercise of the Option with respect
to the 260,000 Units, the Company is authorized to deliver 20,000 shares to
Western Bankers Capital. Solay will exercise the Option with respect to an
additional 40,000 Units within ninety (90) days at $1.00 per Unit.

<PAGE>

The Consultant's option to purchase all or a portion of the balance of
the 250,000 Units shall be exercisable by Crystal for a period of five years
commencing upon earlier of (A) the consummation of an Acquisition, as
hereinafter defined, or (B) 18 months from the date hereof . Upon exercise of
the Option, the Company shall deliver to Crystal certificates representing the
Shares and Warrants subject to such exercise. An Acquisition shall be deemed to
include the purchase by the Company (by cash or the issuance of securities, or
both) of a corporation, partnership or other entity introduced to the Company
by Consultant or the acquisition of the Company by a corporation, partnership
of other entity introduced to the Company by the Consultant, which Acquisition
is consummated within six months after the termination of this Agreement. In
the event that Consultant desires to introduce additional acquisition targets
to the Company, it shall notify the Company in writing of the name of such
entity whom the Consultant has previously contacted and such entity shall be
deemed to have been introduced by the Consultant unless the Company notifies
the Consultant in writing within seven days after notification by Consultant
that the Company has previously had contacts with such entity regarding an
Acquisition.

The Class B Warrants shall be exercisable at an exercise price equal
to the greater of $3.00 per share. or 120% of the offering price of a share of
Common Stock of the Company in a successful secondary public offering by the
Company which offering results in gross proceeds of a minimum of $3,000,000.
The Warrants shall be exercisable for a period of five years (and shll not be
cancellable under any conditions) commencing upon the earlier of the
consummation of an Acquisition or one year from the date hereof. The Warrants
shall otherwise be on substantially the same terms as the warrants offered by
the Company in the initial public offering, including the antidilution
provisions.

4. Expenses. Consultant shall account to the Company for the $115,000
fee which shall include all ordinary and necessary expenses such as overhead,
postage, telephone and other communications expenses paid or incurred together
with travel, lodging, meals, etc.. Consultant shall not be obligated to return
any amounts of the $115,000 fee not expended.

5. Representations and Warranties of the Company.

(a) The Company hereby represents and warrants that it has
full power and legal right and authority to execute, deliver and
perform under this Agreement, and that the officers executing this
Agreement on behalf of the Company have full power and authority to do
so.

(b) The Company hereby represents and warrants that this
Agreement has been duly authorized by all necessary corporate action,
executed and delivered by the Company and constitutes the legal, valid
and binding obligation of the Company enforceable against the Company
in accordance with its terms, subject only to applicable bankruptcy,
in solvency, reorganization or other similar laws

<PAGE>

relating to or affecting the rights of creditors generally and to
principles of equity.

(c) The Company hereby covenants and agrees to indemnify and
hold harmless the Consultant from and against and in respect of (I)
any and all losses and damages resulting from any misrepresentation or
breach of any warranty, covenant or agreement by the Company made or
contained in this Agreement and (ii) any and all actions, suits
proceedings, claims, demands, judgments, costs, and expenses, incident
to the foregoing.

6. Representations, Warranties and Covenants of Consultant.

(a) Consultant hereby represents and warrants that it has
full power and legal right and authority to execute, deliver and
perform under this Agreement, and that the officers and individuals
executing this Agreement on behalf of the Consultant shall have full
power and authority to do so.

(b) Consultant hereby represents and warrants:

(I) This Agreement has been duly authorized by all necessary
corporate and individual action, executed and delivered by
the Consultant and constitutes the legal, valid and binding
obligation of the Consultant, enforceable against the
Consultant in accordance with its terms, subject only to
applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or affecting the rights of creditors
generally and to general principles of equity.

(ii) Consultant, nor any affiliate shall be engaged,
directly or indirectly, in capital-raising transactions in
connection with the services to be rendered hereunder.

(iii) Consultant is an accredited investor as that term is
defined in Securities Act of 1933.

(iv) Brett Salter will perform substantially all of the
consulting tasks to be performed by the Consultant hereunder.

(v) No petition under any Federal or State bankruptcy or
insolvency law has been filed by or against them.

(vi) Neither Consultant nor Brett Salter has been the
subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, which permanently or
temporarily enjoined them from any of the following
activities:

<PAGE>

(A) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant or any other
person regulated by the Commodity Futures Trading Commission;
or as an associated person of any of the foregoing; or as an
investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director or employee
of an investment company, bank, savings and loan association
or insurance company or any other person regulated by the
Securities and Exchange Commission; or engaging in or
continuing any conduct or practice in connection with such
activities;

(B) engaging in any type of business practice;

(C) engaging in any activity in connection with the purchase
or sale of any security or commodity in connection with any
violation of Federal or State securities laws or Federal
Commodities laws;

(vii) Neither Consultant nor Brett Salter has been the
subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more
than thirty (30) days their right to engage in any of the
activities described above or their right to be associated
with persons engaged in any of such activities.

(viii) Neither Consultant nor Brett Salter has been found by
a court in a civil or criminal action or by the Securities
and Exchange Commission or the Commodity Futures Trading
Commission to have violated any Federal or State securities
law, or any Federal commodities law, where such judgment has
not subsequently been reversed, suspended or vacated.

(ix) Neither Consultant nor Brett Salter has been the
subject of any professional disciplinary proceeding.

(x) No administrative sanctions have been levied against
Consultant or Brett Salter.

(c) The Consultant is purchasing the Units for its own
account and not with the intention of dividing or allowing others to
participate in this investment or of reselling or otherwise participating,
directly or indirectly, in a distribution of the Securities, and shall not
transfer any of the Securities to any broker-dealer who is involved in the
purchase or sale of the
5

<PAGE>

Company's securities and shall not make any sale, transfer, or pledge thereof
without registration under the Act and any applicable securities laws of any
state or unless the Consultant provides the Company with an opinion of counsel
acceptable to the Company that an exemption from registration is available.

(d) The Consultant hereby grants the President of the Company
an irrevocable proxy, coupled with an interest, to vote all Shares purchased by
Consultant pursuant to the Option or the exercise of the Warrants. In the event
such proxy is revoked for any reason, such shares of Common Stock shall be
voted in favor of the nominees of the Board of Directors of the Company of
directors be elected at any meeting of shareholders of the Company. The proxy
and the all other restrictions on the voting of the shares of Common Stock
shall terminate upon the sale of the shares, exclusive of any transfer pursuant
to a pledge of the Shares..

(e) The Consultant hereby covenants and agrees to indemnify
and hold harmless the Company from and against and in respect of any and all
losses and damages resulting from any misrepresentation or breach of any
warranty, covenant or agreement by the Consultant made or contained in this
Agreement.

7. Independent Contractor. It is expressly understood and agreed that
this is a consulting services agreement only and does not constitute an
employer/employee relationship. Accordingly, the Consultant agrees that the
Consultant shall be solely responsible for the payment of its own taxes or sums
due to the federal, state or local governments, office overhead, worker's
compensation, fringe benefits, pension contributions and other expenses, except
as otherwise specifically provided herein to the contrary. It is further
understood and agreed that the Consultant is an independent contractor and that
the Company shall have no right to control the activities of the Consultant
other than to require the Consultant to provide its consulting services in a
professional manner pursuant to the terms and conditions of this Agreement.
Moreover, the Consultant shall have no authority to obligate the Company.

8. Miscellaneous Provisions.

(a) Notices. Any notice, request, demand or other
communications required or permitted pursuant to this Agreement shall be in
writing and shall be deemed to have been properly given if delivered in person
or by courier or other overnight carrier, by facsimile transmission or by
certified or registered mail, postage prepaid and return receipt requested, to
each party hereto at the address indicated below or at any other address as may
be designated from time to time by written notice to each party. Such notice
shall be deemed given upon delivery.

If to Consultant:

Brett Salter
Solay, Inc.

<PAGE>

888 Prospect Street, Suite 225
La Jolla, CA 92037

with a copy to:

Martin Licht, Esq./Mark Rosenberg, Esq.
37th Floor
12 East 49th Street
New York, New York

If to the Company:

Mr. Jon J. Darcy
Thermo-Mizer Environmental Corp.
528 Oritan Avenue
Ridgefield, NJ 07657

with a copy to:

Steven W. Schuster, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, NY 10016

<PAGE>

(b) Entire Agreement. This agreement constitutes the entire agreement
between the parties hereto relating to the subject matter hereof, and
supersedes all prior written or oral agreements, commitments or understandings
with respect to the matters provided for herein, and no modification shall be
binding unless set forth in writing and duly executed by each party hereto.

(c) Expenses. Each of the parties hereto shall bear its own
expenses in connection with the preparation of this Agreement.

(d) Binding Effects This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective heirs, executors,
administrators and successors, including any corporation with which or into
which either party may be merged or which may succeed to its assets or
business. Notwithstanding the foregoing, the consulting services to be rendered
by the Consultant are not assignable without the express written consent of the
Company.

(e) Headlines. The headings or captions of this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
hereof.

(f) Language. Whenever required by the context of this Agreement, the
singular number shall include the plural, the masculine gender shall include
the feminine and the neuter genders and the word "person" or "party" shall
include a corporation, firm, partnership, proprietorship or other form of
association.

(g) Waiver. The waiver by any party to this Agreement of a breach of
any provision of this Agreement shall not be deemed a continuing waiver or a
waiver of any subsequent breach of that or any other provision of this
Agreement.

<PAGE>

(h) Remedies. In the event litigation shall be necessary to enforce,
interpret or rescind either the provisions of this Agreement or matters
relating thereto, the prevailing party shall be entitled to recover from the
adverse party, in addition to such other relief as the court deems proper, the
prevailing party's reasonable attorney's fees for services before trial, on
trial and on any appeal therefrom.

(I) Counterparts. For the convenience of the parties hereto, this
Agreement may be executed in one or more counterparts, which shall each be
considered an original. All of the other counterparts shall constitute one and
the same agreement.

(j) Severability. If any provision of this Agreement shall be declared
invalid or unenforceable, the remainder of this Agreement will continue in full
force and effect so far as the intent of the parties hereto can be carried out.

(k) Specific Performance. In the event of any breach of this
Agreement, the non-breaching party hereto may maintain an action for specific
performance against the other party hereto who is alleged to have breached any
of the terms, conditions, representations, warranties or agreements herein
contained, and it is hereby further agreed that no objection to the form of
action in any proceeding for specific performance of this Agreement shall be
raised by any party hereto so that such specific performance of this Agreement
may not be obtained by the aggrieved party. Notwithstanding anything contained
in this Agreement to the contrary, the foregoing sentences shall not be
constructed to limit in any manner whatsoever any of the rights and remedies an
aggrieved party may have by virtue of any breach of this Agreement.

(l) The validity, interpretation, and performance of this Agreement
shall be governed by the laws of the State of New Jersey, with respect to
contracts entered into and performed in the State of New Jersey.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as a sealed instrument as of the day and year first above written.

Thermo-Mizer Environmental Corp. Solay, Inc.

By: By:
-------------------------------------- ----------------------

Title: Title:
----------------------------------- ------------------

<PAGE>

Crystal Line, Inc.

By:

Title:_____________________________________
Brett Salter, Individually

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Balance Sheet at June 30, 1996 and the Statement of Operations for the
fiscal year then ended and is qualified in its entirety by reference to such
financial statements and the notes thereto.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,181,092
<SECURITIES> 0
<RECEIVABLES> 805,451
<ALLOWANCES> 15,000
<INVENTORY> 315,452
<CURRENT-ASSETS> 4,106,073
<PP&E> 443,017
<DEPRECIATION> 342,613
<TOTAL-ASSETS> 4,252,344
<CURRENT-LIABILITIES> 703,806
<BONDS> 0
0
0
<COMMON> 1,896
<OTHER-SE> 3,546,642
<TOTAL-LIABILITY-AND-EQUITY> 4,252,344
<SALES> 2,125,959
<TOTAL-REVENUES> 2,125,959
<CGS> 1,437,682
<TOTAL-COSTS> 872,175
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (183,898)
<INTEREST-EXPENSE> 15,117
<INCOME-PRETAX> 0
<INCOME-TAX> 55,643
<INCOME-CONTINUING> (113,138)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (113,138)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)

</TABLE>