content: SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON D.C. 20549
  
                                                  ----------
  
  
                                                   FORM 8-K
  
                                                CURRENT REPORT
                                                  PURSUANT TO
                                            SECTION 13 or 15(d) OF
                                      THE SECURITIES EXCHANGE ACT OF 1934
  
           DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):   October 16, 1997
  
  
  
                                       THERMO-MIZER ENVIRONMENTAL CORP.
               -----------------------------------------------------------------
                              (Exact name of Registrant as specified in charter)
  
  
               DELAWARE                  33-87284-N4                 22-2312917
   -----------------------------------------------------------------------------
            (State or other              (Commission              (I.R.S Employer
           jurisdiction                 File Number)               Identification
           of incorporation)                                           Number)
  
  
  
               528 Oritan Avenue, Ridgefield, New Jersey               07657
      --------------------------------------------------------     ----------
                (Address of Principal Executive Offices)              (Zip Code)
  
  
  
                                                 201-941-5805
                               -------------------------------------------------
                               Registrant's Telephone number including area code
  
  
  
  
  <PAGE>
  
  
  
  
  ITEM 2.  Acquisition or Disposition of Assets.
  
  
           a)       Acquisition of Laminaire Corporation
  
           On October 16,  Thermo-Mizer  Environmental  Corp.  (the  "Registrant")
  acquired  all of  the  outstanding  shares  of  Common  Stock  of the  Laminaire
  Corporation  ("Laminaire")  from Garay LLC for a purchase  price of  $3,000,000,
  subject to adjustment.  Laminaire, based in Rahway, New Jersey, manufactures and
  distributes cleanroom products and also produces a variety of electronic circuit
  boards.  The  purchase  price  consisted  of a cash  payment  of  $1,000,000,  a
  convertible  promissory  note  in  the  principal  amount  of  $2,200,000  and a
  promissory note with a principal amount to be determined (the "Second Note").
  
           The  First  Note  bears  interest  at the rate of 10% per  annum and is
  payable  in 60 equal  installments  of  principal  and  interest  of  $33,829.79
  commencing November 16, 1997 with a final payment of principal of $1,000,000 due
  on October 16, 2002. The First Note is  convertible  into shares of Common Stock
  at a  conversion  price per  share equal to the average closing bid price for 
  the five trading days prior to closing.  The  First  Note  is  convertible
  commencing  April 16, 1998 for two years in amounts not  exceeding  $500,000 for
  each four month period.  The holder of the Convertible  Debenture is entitled to
  demand  registration  of the Common Stock issuable upon  conversion of the First
  Note one time at the Registrant's  expense commencing April 16, 1999. The holder
  of the First Note is also  entitled to  piggyback  registration  with respect to
  such shares of Common Stock with respect to any registration  statement filed by
  the Registrant with the exception of the  registration  statement to be filed in
  connection  with any of the securities  issued in connection  with obtaining the
  financing for the acquisition of the stock of Laminaire.
  
           The Second Note will be in a principal  amount equal to the  difference
  between (a) the Stockholders' Equity (as hereinafter defined) of Laminaire as of
  September  30,  1997  minus  $200,000  minus  (b) the  Stockholders'  Equity  of
  Laminaire  as of  September  30,  1996. In the  event  that the adjustment as  
  determined in accordance  with clause (iii) is less than $0, then the principal 
  amount of the First Note shall be reduced by such amount. The term 
  "Stockholders'  Equity" shall mean as of the time of any determination  thereof,
  the net worth of Laminaire,  all as determined by the Company in accordance with
  generally accepted accounting principles.  The Second Note bears interest at the
  rate of 15% per anum.  The principal  amount of the Second Note, and all accrued
  interest thereon, is due on March 31, 1998.
  
           In conjunction with the acquisition of Laminaire, the Registrant issued
  a promissory  note to Charles Garay in the principal  amount of $90,479.27  (the
  "Third  Note").  The Third Note bears  interest at the rate of 15% per annum and
  the principal amount of the Third Note, and all accrued interest thereon, is due
  on February 13, 1998.
  
  
  <PAGE>
  
  
  
           The Registrant's  obligations under the First Note, the Second Note and
  the Third Note are  secured by first  priority  security  interests  in the real
  property and all tangible and intangible  personal property including  inventory
  and accounts  receivables  of Laminaire  and the  inventory and equipment of the
  Registrant and a subordinate security interest in the accounts receivable of the
  Registrant. The subordinate security interest is subordinate to the interests of
  the holders of convertible  debentures and convertible  promissory  notes in the
  principal amount of $550,000.
  
           In conjunction with the acquisition of all of the outstanding  stock of
  Laminaire,  the  Registrant  paid all of  Laminaire's  obligations to Corestates
  National Bank ("Corestates") under a mortgage secured by Laminaire's interest in
  its real property and building  located in Rahway,  New Jersey.  The  Registrant
  paid  Corestates  approximately  $1,100,000  on October  16,  1997.  Laminaire's
  obligations  to  Corestates  had been  guaranteed  by  Charles J.  Garay,  which
  guaranty was terminated upon payment of the mortgage.  Upon  satisfaction of its
  obligations  to  Corestates,  Laminaire  owed its property  free of any liens or
  encumbrances,  except for the security  interest  granted in connection with the
  First, Second and Third Notes.
  
           Laminaire has used the building located on its property in Rahway,  New
  Jersey as its principal office and manufacturing facility for the manufacture of
  cleanroom products and a variety of electronic  circuit boards..  The Registrant
  anticipates  continuing Laminaire's operations at such location and may relocate
  the Registrant's  principal  executive  offices from  Ridgefield,  New Jersey to
  Laminaire's facility.
  
           Garay LLC, the seller of the common stock of Laminaire, is a New Jersey
  limited liability company which is partially owed by Charles J Garay and Antonio
  Garay.  Charles J. Garay is a director of Laminaire and became a director of the
  Registrant  on October 28, 1997. He is also serving as a consultant to Laminaire
  through January 16, 1998. Antonio Garay became the President and Chief Operating
  Officer of Laminaire on October 16, 1997.
  
           b)       Source of Funds
  
           The funds  utilized by the  Registrant to purchase the capital stock of
  Laminaire and satisfy  Laminaire's  obligations to Corestates were obtained from
  the issuance of Common Stock of the  Registrant for aggregate  consideration  of
  $200,000 and the issuance of convertible promissory notes and debentures for the
  balance.
  
                    i. Concurrent with the closing of the acquisition of Laminaire
  on  October  16,  1997,  the  Registrant  issued  convertible   debentures  (the
  "Debentures") to three investors in the principal amount of $300,000 pursuant to
  Regulation S under the Securities  Act. The Registrant  will pay interest to the
  holders of the Debenture at the rate of 5% per annum. Interest on the Debentures
  is  payable  in cash or  Common  Stock of the  Registrant,  at the  Registrant's
  discretion. The Registrant's obligations under the Debentures are unsecured. The
  Debentures are convertible into shares of the Registrant's
  
  
  <PAGE>
  
  
  
  Common  Stock  at any time  beginning  forty-one  (41)  days  after  the date of
  issuance,  at a price per share (the "Conversion  Price") equal to the lesser of
  70% of the average  closing bid price for the five trading days  preceding:  (i)
  the date of conversion or, (ii) the date of closing, October 16, 1997.
  
                    The Registrant received net proceeds of $280,000 from the sale
  of the Debentures,  after  deduction of expenses,  including  placement  agent's
  commission  of $20,000.  The  placement  agent for the  transaction  is Monetary
  Advancement International, Ltd.
  
                    The Debentures have been issued to three  investors,  who have
  warranted that they are not related or  affiliated,  and that they are (i) not a
  "U.S.  Person",  (as that term is defined in Rule 902(o) of  Regulation  S), and
  (ii) an  "accredited  investor"  as  defined  in Rule 501 of  Regulation  D. The
  Debentures  cannot be  transferred,  offered or sold in the "U.S.",  or to "U.S.
  persons,"  as such term is defined in Rule 902(o) of  Regulation  S, until after
  forty-one (41) days from issuance.  
  
                    ii.   Concurrent  with  the  closing  of  the  acquisition  of
  Laminaire on October 16, 1997,  the  Registrant  issued 326,521 shares of Common
  Stock to a single  investor,  the Optimum Fund for  aggregate  consideration  of
  $200,000  pursuant to  Regulation S under the  Securities  Act. The Optimum Fund
  warranted that it is (1) not a "U.S.  Person",  (as that term is defined in Rule
  902(o) of Regulation S), and (2) an "accredited investor" as defined in Rule 501
  of  Regulation D. The shares of Common Stock cannot be  transferred,  offered or
  sold in the "U.S.", or to "U.S. persons," as such term is defined in Rule 902(o)
  of Regulation S, until after forty-one (41) days from issuance.  The placement  
  agent for the transaction was U.S. Milestone, Inc.
  
                    iii.  Concurrent  with  the  closing  of  the  acquisition  of
  Laminaire on October 16, 1997,  the  Registrant  issued  convertible  promissory
  notes ( the  "Convertible  Notes") to Norwood  Venture  Corp.  in the  principal
  amount of $500,000  pursuant  to  Regulation  D under the  Securities  Act.  The
  Registrant  will pay interest to the holders of the Debenture at the rate of 10%
  per annum.  The Registrant's  obligations  under the Debentures are secured by a
  first lien (except for an existing lien to secure  indebtedness in the principal
  amount of $50,000) in the Registrant's  accounts  receivables and a lien that is
  second in  priority  to that of Garay LLC,  the seller of the  capital  stock of
  Laminaire, with respect to the inventory and equipment of the Registrant and the
  accounts  receivable,  inventory  and  equipment of  Laminaire.  Laminaire  also
  executed a guaranty in favor of Norwood with respect to the  Registrant's  under
  the Convertible  Note. The Convertible  Notes are convertible into shares of the
  Registrant's  Common  Stock at any time at a price  per share  (the  "Conversion
  Price") equal to the lesser of 70% of the average closing bid price for the five
  trading days preceding: (i) the date of conversion or, (ii) the date of closing,
  October 16, 1997. The  Registrant  agreed to register the shares of Common Stock
  issuable upon conversion of the Convertible Note under the Securities Act.
  
  
  
  <PAGE>
  
  
  
                    The Registrant received net proceeds of $440,000 from the sale
  of the Debentures,  after  deduction of expenses,  including  placement  agent's
  commission  of $50,000 and legal fees payable to  Norwood's  counsel of $10,000.
  The placement agent for the transaction is Monetary  Advancement  International,
  Ltd.
  
                    iv. The balance of the purchase price for the capital stock of
  Laminiare,  including  the  amounts  paid toe  Corestates,  was  obtained by the
  Registrant  from  the  issuance  of  convertible  debentures  in  the  aggregate
  principal amount of $1,500,000 in July, August and September 1997.
  
  
  
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
  AND EXHIBITS
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  (A -B) The financial statements with respect to the acquisition of Laminaire are
  also included in, and incorporated by reference to, the Company's report on Form
  10-KSB filed on October 13, 1997
  
  (C)   EXHIBITS.
  
  Exhibit Number                      Title
  
  10.19    Purchase Agreement between the Company and Laminaire Corporation
           dated October 13, 1997 (1)
  10.20    Promissory  Note in Principal  Amount of  $2,200,000  dated October 16,
           1997 executed by the Company in favor of Garay LLC
  10.21    Promissory Note dated October 16, 1997 executed by the Company in
           favor of Garay LLC
  10.22    Promissory  Note in Principal  Amount of $90,479 dated October 16, 1997
           executed by Company in favor of Charles Garay.
  10.23  Guaranty  executed by Laminaire  Corporation  on October 16, 1997.  10.24
  Mortgage  and  Security  Agreement  executed  by  Laminaire   Corporation  10.25
  Employment Agreement of Charles J. Garay dated October 16, 1997 10.26 Employment
  Agreement of Antonio Garay dated October 16, 1997 10.27 Employment  Agreement of
  Gerald E.  Really  dated  October 16, 1997 10.28  Employment  Agreement  of Etta
  Monteleone dated October 16, 1997 10.29 Form of  5%Convertible  Debenture issued
  by the Company on October 16,
           1997 in aggregate principal amount of $300,000
  10.30    Convertible Note Purchase Agreement between the Company and
           Norwood Venture Corp. dated October 16, 1997, with form of
           Convertible Promissory Note executed by the Company in favor of
           Norwood Venture Corp. dated October 16, 1997
  10.31    Security Agreement executed by the Company in favor of Norwood
           Venture Corp. dated October 16, 1997
  10.32    Security Agreement executed by Laminaire Corporation in favor of
           Norwood Venture Corp.  dated October 16, 1997
  10.33    Guaranty executed by Laminaire Corporation in favor of Norwood Venture
           Corp. dated October 16, 1997
  
  
  (1)     Included in, and incorporated by reference to, the Company's report on
  Form 10-KSB filed on October 13, 1997
  
  
  
  ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
  
                    Reference is made to the response to Item 2.
  
  
  
  <PAGE>
  
  
  
  
                                    SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                   THERMO-MIZER ENVIRONMENTAL CORP.
  
                                  /s/ Jon J. Darcy
                                         ------------------------------------
                                  By: Jon J. Darcy
                                      President
  
  
  Date: October 27, 1997
  
  
  
  
  laminaire\8k1026.97
  
  
  <PAGE>
  
  
  
  EXHIBIT       10.20  PROMISSORY IN PRINCIPAL  AMOUNT OF $2,200,000 DATED OCTOBER
                16, 1997 EXECUTED BY THE COMPANY IN FAVOR OF GARAY LLC.
  
  <PAGE>
  
  
                                 EXHIBIT 10.20
  
                                                                   US $2,200,000
  
                          THERMO-MIZER ENVIRONMENTAL CORP.
  
                     10% CONVERTIBLE NOTE DUE OCTOBER 16, 2002
  
  
  
           FOR VALUE RECEIVED, the Thermo-Mizer Environmental Corp., a corporation
  duly organized and existing under the laws of Delaware (the "Company")  promises
  to pay to the  order  of  Garay  LLC,  the  registered  holder  hereof  and  its
  successors  and assigns (the  "Holder"),  the  principal  sum of Two Million Two
  Hundred  Thousand  Dollars (US  $2,200,000) on October 16, 2002 (five years from
  the date hereof) (the "Maturity Date"), and to pay interest on the principal sum
  outstanding at the rate of ten percent (10%) per annum as follows:
  
           The principal and interest  shall be repaid in 60  consecutive  monthly
           installments  each in the amount of $33,829.79,  commencing on the 16th
           day of November, 1997 and on the 16th day of each month thereafter, and
           the final installment shall be paid on the 16th day of October, 2002 in
           the principal amount of $1,000,000.
  
  
  Accrual of interest on the unpaid  outstanding  principal balance shall commence
  on the date  hereof  and shall  continue  each day until  payment in full of the
  outstanding  principal  sum has been made or duly  provided for. The interest so
  payable will be paid to the Holder, at the address last designated in writing by
  the Holder hereof from time to time. Accrued interest shall also be payable when
  the entire  principal  balance of this Note becomes due and payable  (whether by
  demand,  stated maturity or acceleration),  or, if earlier,  when such principal
  balance is actually paid.
  
  In the event of default,  the interest  rate shall be increased to 15% as of the
  date of default,  and such interest  shall accrue on the unpaid  balance  hereof
  until the entire balance has been paid in full, notwithstanding the entry of any
  judgment against the Company.
  
  This Note is secured by a Security Agreement of even date.
  
  Interest shall be calculated on the basis of a 360 day year and shall be charged
  for the  actual  number of days  elapsed.  Interest  shall be  invoiced  for any
  payment received after the 16th day of the month and computed on a daily basis.
  
  
  
           This Note is subject to the following additional provisions:
  
                                                           1
  
  <PAGE>
  
  
  
           1. The Note may be prepaid by the Company  for the total  amount of the
  then outstanding  balance of the Note, plus all accrued interest thereon, at the
  option of the Company at any time without penalty.  Any partial prepayment shall
  be applied against the outstanding principal and shall not postpone the due date
  of any subsequent payments..
  
           2. Prior to due  presentment for transfer of this Note, the Company and
  any agent of the  Company  may treat the  person in whose name this Note is duly
  registered  on the  Company's  books and  records  as the owner  hereof  for the
  purpose of  receiving  payment as herein  provided  and for all other  purposes,
  whether or not this Note be overdue.
  
           3. The  Holder of this Note is  entitled,  at its  option,  at any time
  commencing  six  months  after  issue  hereof and ending two years from the date
  hereof,  to  convert up to Five  Hundred  Thousand  (US$500,000)  Dollars of the
  principal  amount of the Note,  in each  four-month  period,  into shares of the
  Company's  common  stock,  $0.01  par  value  per  share,  of the  Company  (the
  "Registrable  Stock"),  at the Conversion  Price,  as hereinafter  defined.  The
  Conversion  Price  shall  equal  the  Market  Price  (as  defined  below) of the
  Company's Common Stock. For purposes of this Section 3, the "Market Price" shall
  be the average  closing bid price of the Common  Stock for the five (5) business
  days   immediately   preceding   the   acquisition   of  Laminaire   Corporation
  ("Laminaire").  Such conversion shall be effectuated by surrendering the Note to
  be converted with the form of conversion  notice  attached  hereto as Exhibit I,
  executed  by the  Holder of this Note  evidencing  such  Holder's  intention  to
  convert  this Note or a  specified  portion  (as  above  provided)  hereof,  and
  accompanied by proper  assignment  hereof in blank.  Accrued but unpaid interest
  shall be subject  to  conversion.  No  fractional  shares or scrip  representing
  fractions  of  shares  will be issued on  conversion,  but the  number of shares
  issuable shall be rounded to the nearest whole share,  with the fraction paid in
  cash at the discretion of the Company. The date on which notice of conversion is
  given  shall be deemed to be the date on which the  Holder  has  delivered  this
  Note, with the conversion notice duly executed,  to the Company. In the event of
  the  prepayment  of a portion  of the  principal  amount  of the Note,  only the
  outstanding  principal  amount of the Note can be converted on the Maturity Date
  after giving effect to such prepayment.  Upon the conversion of a portion of the
  outstanding  principal  amount  of the  Note,  the  Company  will  reissue a new
  promissory  note to the Holder with the same terms and  conditions  as this Note
  for the balance of the outstanding principal amount of the Note.
  
  4.       Registration.
  
                    (a) If the Company at any time proposes to register any of its
  Common Stock under the Securities Act of 1933 (the "Securities Act") (other than
  a registration pursuant to form S-8, or a merger,  acquisition or exchange offer
  as to which Rule 145  promulgated  under the Securities Act is applicable,  or a
  registration  with respect to securities issued in connection with financing the
  acquisition  of Laminaire  Corporation),  the Company shall give prompt  written
  notice to the Holder of each such intended  registration  by the Company and the
  Holder  shall be  entitled  to  request  that the  Company  or such  Controlling
  Stockholder  include in any such  registration  any number of Registrable  Stock
  then owned (or issuable upon conversion of the Note) by the Holders,
  
                                                           2
  
  <PAGE>
  
  
  
  subject to the  limitations  set forth in  Paragraph  4 hereof.  There can be no
  assurance  that  the  Company  will   effectuate  any  public  offering  of  its
  securities.
  
       Upon the written request of any Holder made within 20 days after the giving
  by the Company of any such notice of intention to register  (which request shall
  specify  the number of  Registrable  Stock  intended  to be  disposed of by such
  Holder), the Company shall use its best efforts to effect the registration under
  the  Securities  Act of all  Registrable  Stock  which the  Company  has been so
  requested to register by such Holder (subject to the  restrictions  set forth in
  Paragraph 4 hereof).
  
        If the managing underwriter in such underwritten offering shall advise the
  Company  that  it  declines  to  include  a  portion  or all of  the  shares  of
  Registrable   Stock   requested  by  the  Holder  or  its   Permitted   Assignee
  (collectively,  the  "Securityholders")  to  be  included  in  the  registration
  statement,  then (A)  registration  of all of the shares sold in connection with
  the offering shall be excluded from such Registration Statement on the condition
  that all securities to be registered by other selling  securityholders,  if any,
  are  also  excluded  and  (B)  registration  of a  portion  of  such  shares  of
  Registrable  Stock shall be excluded  if, such  portion is  allocated  among the
  Securityholders  and any other  selling  securityholders  in  proportion  to the
  respective  numbers of securities to be registered by each such  Securityholders
  and other  selling  securityholder.  In such  event the  Company  shall give the
  Securityholder  prompt  notice of the  number of  shares  of  Registrable  Stock
  excluded.
  
        Notwithstanding the provisions of this Paragraph 4, the Company shall have
  the right at any time after it shall have given written notice  pursuant to this
  Section  (irrespective  of whether a written request for inclusion of the shares
  of  Registrable  Stock  shall  have  been  made) to  elect  not to file any such
  proposed  registration  statement,  or to withdraw the same after the filing but
  prior to the  effective  date  thereof,  and the Company will be relieved of its
  obligation to register any shares of Registrable  Stock on behalf of such Holder
  in  connection  with  such  registration,  but not with  respect  to  subsequent
  registrations.
  
                    (b) If on any one occasion  commencing 18 months from the date
  hereof,  the  Company  shall  receive  from the Holder (or, if the Note has been
  transferred to more than one Holder, from holders of a majority of the principal
  amount of the Note) a written  request that the Company effect the  registration
  of all of the Registrable Stock owned by such holders,  the Company will, at its
  expense,
  
                             (i) as soon  as  practicable,  use  all  commercially
                    reasonable  efforts to effect such  registration  as may be so
                    requested  and as  would  permit  or  facilitate  the sale and
                    distribution of the  Registrable  Stock of the Holder . If the
                    underwriter managing the offering advises the Holders who have
                    requested   inclusion  of  their  Registrable  Stock  in  such
                    registration   that   marketing   considerations   require   a
                    limitation on the number of Registrable  Stock  offered,  such
                    limitation  shall be imposed  pro rata among such  Holders who
                    requested  inclusion of Registrable Stock in such registration
                    according to the number of Registrable  Stock each such Holder
                    requested to be included in such
  
                                                           3
  
  <PAGE>
  
  
  
                    registration.  Neither the  Company nor any other  shareholder
                    may include Registrable Stock in a registration effected under
                    this Section  without the consent of other  Holders  holding a
                    majority  of the  Registrable  Stock  sought to be included in
                    such registration if the inclusion of Registrable Stock by the
                    Company or the other  shareholders  would  limit the number of
                    Registrable  Stock  sought to be  included  by the  Holders or
                    reduce the offering price thereof.  No registration  initiated
                    by the Holder  hereunder  shall count as a registration  under
                    this  Section  unless  and until it shall  have been  declared
                    effective.
  
                             (ii) The  underwriter of any  underwriting  requested
                    under this Section  shall be selected by the Holder  holding a
                    majority of the Registrable Stock included  therein;  provided
                    that such  underwriter  must be  reasonably  acceptable to the
                    Company.
  
                    (c) In the case of each  registration  effected by the Company
  pursuant  to  Paragraph  4, the  Company  will keep the Holder or its  Permitted
  Assignee advised in writing as to the initiation of each  registration and as to
  the completion  thereof. As used in this Agreement,  "Permitted  Assignee" shall
  mean an  "affiliate"  of the Holder as defined in Rule 144 of the Securities Act
  or  any  other  transferee  pursuant  to a  transfer  made  in  compliance  with
  applicable state and federal securities laws. At its expense, the Company will:
  
                             (i) Keep such registration  effective for a period of
                    9 months or until the  Holder or its  Permitted  Assignee  has
                    completed  the  distribution  described  in  the  registration
                    statement relating thereto, whichever occurs earlier.
  
                             (ii)  Furnish such number of  prospectuses  and other
                    documents  incident  thereto  as the  Holder or its  Permitted
                    Assignee from time to time may reasonably request.
  
                    (d)      Indemnification will be furnished as follows:
  
                             (i) The  Company  will  indemnify  the Holder and any
                    Permitted Assignees whose Registrable Stock is included in any
                    registration  when  registration has been effected pursuant to
                    paragraph (a), and each  underwriter,  if any, and each person
                    who  controls  any  underwriter  within  the  meaning  of  the
                    Securities  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 the  Company  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 the
                    Company in writing by the Holder
  
                                                           4
  
  <PAGE>
  
  
  
                    or a Permitted  Assignee whose  Registrable Stock are included
                    in such  registration or by any underwriter  specifically  for
                    use herein.
  
                             (ii) The Holder and each Permitted  Assignee will, if
                    Registrable  Stock held by them are included in the securities
                    as to which such registration is being effected, indemnify the
                    Company,  each of its directors,  and officers and counsel and
                    each underwriter,  if any, of the Company's securities covered
                    by the  Registration  Statement,  each person who controls the
                    Company or such underwriter within the meaning of the Exchange
                    Act and the  Securities  Act and  the  rules  and  regulations
                    thereunder,  each  other  stockholder  participating  in  such
                    distribution and each of his 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 the Company in writing by the Holder
                    and  each  Permitted  Assignee;  provided,  however,  that the
                    obligations  of  the  Holder  and  each   Permitted   Assignee
                    hereunder  shall be limited to an amount equal to the proceeds
                    received by such  Holder or each  Permitted  Assignee,  as the
                    case may be, of securities sold as contemplated herein.
  
                             (iii) 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
                    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 4.
                     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.
  
                    (e) The Holder shall  furnish to the Company such  information
  regarding the Holder and any information  relating to the registration of any of
  the Company's securities proposed
  
                                                           5
  
  <PAGE>
  
  
  
  by the Holder as the Company may  reasonably  request in writing and as shall be
  reasonably required in connection with any registration.
  
             5. No provision of this Note shall alter or impair the  obligation of
  the Company,  which is absolute and unconditional,  to pay the principal of, and
  interest on, this Note at the time,  place,  and rate, and in the coin currency,
  herein prescribed.
  
             6. The  obligations  of the  Company  hereunder  are  secured  by the
  collateral  (the  "Collateral")  and on the terms as set  forth in that  certain
  security  agreement dated as of the date hereof by and among the Company and the
  Holder (the "Security Agreement").
  
             7. (a) In case the  Company  shall at any time after the date of this
  Note (i) declare a dividend on the outstanding  Common Stock in shares of Common
  Stock of its capital stock, (ii) subdivide the outstanding  Common Stock,  (iii)
  combine the  outstanding  Common Stock into a smaller number of shares of Common
  Stock,  or (iv)  issue  any  shares  of  Common  Stock of its  capital  stock by
  reclassification  of the Common Stock  (including any such  reclassification  in
  connection with a consolidation or merger in which the Company is the continuing
  corporation),  then, in each case, the Conversion Price, and the number and kind
  of Registrable  Stock  receivable  upon  exercise,  in effect at the time of the
  record date for such  dividend  or of the  effective  date of such  subdivision,
  combination,  or reclassification shall be proportionately  adjusted so that the
  holder of the Note  exercised  after such time shall be  entitled to receive the
  aggregate  number  and kind of  Registrable  Stock  which if such  Note had been
  exercised immediately prior to such time, he would have owned upon such exercise
  and  been  entitled  to  receive  by  virtue  of  such  dividend,   subdivision,
  combination,  or  reclassification.  Such adjustment shall be made  successively
  whenever any event listed above shall occur.
  
                    (b) In case the  Company  shall  distribute  to all holders of
  Common Stock  (including any such  distribution  made to the stockholders of the
  Company in connection with a consolidation or merger in which the Company is the
  continuing corporation) evidences of its indebtedness or assets (other than cash
  dividend  distributions  and  dividends  payable  in shares  of  Common  Stock),
  subscription rights, options, or Notes or convertible or exchangeable securities
  containing the right to subscribe for or purchase  shares of Common Stock,  then
  in each  case,  the  Conversion  Price  shall be  adjusted  by  multiplying  the
  Conversion  Price  in  effect  immediately  prior  to the  record  date  for the
  determination  of  stockholders  entitled  to  receive  such  distribution  by a
  fraction of which the numerator shall be the "current market price" per share of
  Common  Stock (as  defined in Section  7(c) on such record  date,  less the fair
  market  value (as  determined  in good  faith by the board of  directors  of the
  Company,  whose  determination shall be conclusive absent manifest error) of the
  portion of the evidences of indebtedness  or assets so to be distributed,  or of
  such  subscription  rights,  options,  or  Notes,  convertible  or  exchangeable
  securities  containing  the right to subscribe for or purchase  shares of Common
  Stock,  applicable  to the  share,  and of which the  denominator  shall be such
  "current market price" per share of Common Stock.  Such adjustment shall be made
  whenever any such  distribution is made, and shall become  effective on the date
  of such
  
                                                           6
  
  <PAGE>
  
  
  
  distribution   retroactive  to  the  record  date  for  the   determination   of
  stockholders entitled to receive such distribution.
  
                    (c) For the purpose of any computation  under Section 7(b) the
  "current  market price" per share of Common Stock on any date shall be deemed to
  be the average of the daily closing prices for the 30  consecutive  trading days
  commencing  45 trading  days  before such date.  The closing  price for each day
  shall be the last reported  sales price regular way or, in case no such reported
  sale takes place on such day, the closing bid price  regular way, in either case
  on the  principal  national  securities  exchange  on which the Common  Stock is
  listed or admitted to trading or, if the Common  Stock is not listed or admitted
  to trading on any national securities  exchange,  the highest reported bid price
  as furnished by the NASDAQ Stock market  ("NASDAQ") or the  electronic  bulletin
  board.  If on any  such  date  the  Common  Stock  is  not  quoted  in any  such
  organization,  the fair value of the Common Stock on such date, as determined in
  good faith by the board of directors of the Company,  whose  determination shall
  be conclusive absent manifest error, shall be used.
  
                    (d) No adjustment in the Conversion Price shall be required if
  such adjustment is less than $.05; provided, however, that any adjustments which
  by reason of this  Section  7(d) are not  required  to be made  shall be carried
  forward and taken into account in any subsequent  adjustment.  All  calculations
  under  this  Section  6  shall  be made to the  nearest  cent or to the  nearest
  one-thousandth of a share, as the case may be.
  
                    (e) In any case in which this Section 7 shall  require that an
  adjustment in the  Conversion  Price be made effective as of a record date for a
  specified  event,  the Company may elect to defer until the  occurrence  of such
  event  issuing to the holder of any Note  exercised  after such  record date the
  shares of Common Stock,  if any,  issuable upon such exercise over and above the
  shares of Common Stock, if any,  issuable upon such exercise on the basis of the
  Conversion Price in effect prior to such adjustment, provided, however, that the
  Company shall deliver to such holder a due bill or other appropriate  instrument
  evidencing such holder's right to receive such additional shares of Common Stock
  upon the occurrence of the event requiring such adjustment.
  
                    (f) Upon such  adjustment of the Conversion  Price as a result
  of the calculations made in Sections 6(a) or (b), each Note outstanding prior to
  the making of the adjustment in the Conversion Price shall  thereafter  evidence
  the  right to  purchase,  at the  adjusted  Conversion  Price,  that  number  of
  Registrable  Stock (calculated to the nearest  thousandth)  obtained by dividing
  (A) the  product  obtained  by  multiplying  the  number  of  Registrable  Stock
  purchasable  upon exercise of a Note prior to adjustment of the number of shares
  of Common Stock by the  Conversion  Price in effect prior to  adjustment  of the
  Conversion  Price by (B) the Conversion Price in effect after such adjustment of
  the Conversion Price.
  
                    (g) In case of any capital  reorganization of the Company,  or
  of any  reclassification  of the Common Stock (other than a reclassification  of
  the  Common  Stock  referred  to in  Section  7  (a),  or in  the  case  of  the
  consolidation  of the Company  with or the merger of the Company  into any other
  corporation or of the sale,  transfer,  or lease of the properties and assets of
  the Company as, or
  
                                                           7
  
  <PAGE>
  
  
  
  substantially  as, an entirety to any other  corporation  or other entity,  each
  Note shall after such capital reorganization,  reclassification of Common Stock,
  consolidation,  merger, sale, transfer,  or lease, be exercisable,  on the terms
  and conditions  specified in this Note, for the number of shares of Common Stock
  or other securities, assets or cash to which a holder of the number of shares of
  Common  Stock   purchasable  (at  the  time  of  such  capital   reorganization,
  reclassification of Common Stock,  consolidation,  merger,  sale,  transfer,  or
  lease) upon  exercise of such Note would have been  entitled  upon such  capital
  reorganization,  reclassification of Common Stock, consolidation,  merger, sale,
  transfer, or lease; and in any such case, if necessary, the provisions set forth
  in this Section 7 with  respect to the rights and  interests  thereafter  of the
  holders of the Note shall be appropriately  adjusted so as to be applicable,  as
  nearly as may reasonably be, to any shares of stock,  other securities,  assets,
  or cash  thereafter  deliverable on the exercise of the Note. The subdivision or
  combination of shares of Common Stock at any time  outstanding into a greater or
  lesser  number of shares  shall  not be deemed to be a  reclassification  of the
  Common stock for the purposes of this  subsection.  The Company shall not effect
  any  such  consolidation,  merger,  transfer,  or  lease,  unless  prior  to  or
  simultaneously  with the  consummation  thereof,  the successor  corporation (if
  other  than the  Company)  resulting  from such  consolidation  or merger or the
  Corporation  purchasing,  receiving, or leasing such assets or other appropriate
  corporation  or entity shall  expressly  assume,  by written  instrument in form
  satisfactory  to the Holder and duly executed and  delivered to the Holder,  the
  obligation to deliver to the Holder such shares of stock, securities,  or assets
  as, in accordance with the foregoing provisions,  such Holder may be entitled to
  purchase and to perform the other obligations of the Company under this Note.
  
             8. The Company hereby  expressly  waives demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
             9. The  Company  agrees  to pay all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Note,  or to enforce its rights and  remedies  against
  the Collateral or under the Security Agreement of even date.
  
             10. The Company covenants and agrees that:
  
                    (a)  Preservation of Corporate  existence and franchises.  The
  Company shall preserve and keep in full force and effect its corporate existence
  and all franchises, rights and privileges necessary to the proper conduct of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and copyrights of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
  
                                                           8
  
  <PAGE>
  
  
  
                    (b)  Amendments.  The Company  shall  promptly  deliver to the
  Holder  copies  of  any  amendments  or  modifications  to  its  certificate  of
  incorporation   or  bylaws,   certified  with  respect  to  the  certificate  of
  incorporation  by the  Secretary of State of Delaware,  and, with respect to the
  bylaws, by the secretary of the Company.
  
                    (c)  Compliance  with Laws.  The Company shall comply with all
  applicable  laws,  ordinances,  rules and  regulations of any Federal,  state or
  local  government or any  instrumentality  or agency thereof now or hereafter in
  effect, the failure of which to comply may have a material adverse effect on the
  Company, the collateral, or the Holder in enforcing its rights hereunder against
  the Company or the Collateral.
  
                    (d) Taxes. The Company shall pay and discharge, as they become
  due,  all  taxes,   assessments,   debts,   claims  and  other  governmental  or
  non-governmental  charges  lawfully  imposed  upon it or  incurred  by it or its
  properties and assets,  except taxes,  assessment,  claim or charge. The Company
  shall provide to the Holder,  upon the Holder's request,  evidence or payment of
  such taxes, assessments, debts, claims and charges satisfactory to the Holder.
  
                    (e)  Maintenance  of  Property.  The Company  shall  maintain,
  preserve  and keep all its  properties,  equipment  and  assets in good  repair,
  working order and  condition,  and make,  or cause to be made,  all necessary or
  appropriate   repairs,   renewals,   replacements,   substitutions,   additions,
  betterments and  improvements  thereto so that efficiency of all such properties
  and assets shall at all times be properly preserved and maintained.
  
                    (f)  Insurance.  The Company  shall  maintain,  or cause to be
  maintained,  such  insurance on its properties  and assets,  including,  without
  limitation,  the Collateral,  with responsible insurance companies against such.
  The Company shall also  maintain,  or cause to be maintained,  adequate  general
  liability  insurance  and worker's  compensation  insurance.  The Company  shall
  deliver to the Holder, upon its reasonable request, a detailed list of insurance
  then in effect, stating the names of the insurance companies and the amounts and
  rates of the insurance. All insurances shall be on a replacement cost basis.
  
                    (g)  No  Other  Liens.  The  Company  shall  not  directly  or
  indirectly  permit to exist any Lien on the  Collateral  except  for the Lien in
  favor of the Holder,  the existing liens against Company's  accounts  receivable
  and proceeds therefrom to secure indebtedness in the principal amount of $50,000
  in favor of A.T. Investments Ltd. and against accounts receivable, inventory and
  equipment  and  proceeds  therefrom  to  secure  indebtedness  in the  aggregate
  principal amount of $500,000 in favor of Norwood Venture Corp.
  
                    (h) Litigation  Notice.  The Company shall promptly notify the
  Holder of any litigation, legal actions,  proceedings,  claims or investigations
  pending or  threatened  against the Company  and/or of the entry of any judgment
  against  the  Company or the entry of any Lien,  other than the Lien in favor of
  the Holder against any of the Collateral.
  
  
                                                           9
  
  <PAGE>
  
  
  
                    (i) Location of Collateral and Records. The Company shall keep
  the  Collateral,  its records  relating to the  Collateral  and its other books,
  journals,  records,  orders,  receipts and  correspondence at 960 East Hazelwood
  Avenue,  Rahway, New Jersey 06065 or 528 Oritan Avenue,  Ridgefield,  New Jersey
  06656 unless  notice is given to the Holder at least thirty (30) days in advance
  of the removal of the  Collateral,  and the books,  records,  journals,  orders,
  receipts and correspondence, to another location.
  
                    (j) Financial Statements.  The Company shall deliver, or cause
  to be delivered, to the Holder the following:
  
                             (i) Within forty-five (45) days after the end of each
                    of the first  three  quarterly  fiscal  periods of each fiscal
                    year a copy of its Form  10-QSB as filed  with the  Securities
                    and Exchange Commission (the "SEC");
  
                             (ii)  Within  ninety  (90) days after the end of each
                    fiscal year of the Company,  a copy of its Annual Report filed
                    on Form 10-KSB as filed with the SEC;
  
                             (iii)  Within  fifteen  (15)  days of the end of each
                    quarterly   fiscal  period  an  aging  schedule  of  Laminaire
                    receivables.
  
                    (k) Books and Records.  The Company shall, at all times and in
  conformity with generally accepted accounting principles,  consistently applied,
  keep  complete  and  accurate  and  separate  books and records  concerning  its
  business,  affairs and  operations  and  concerning  its  properties and assets,
  including, without limitation, the Collateral, and those of Laminaire.
  
                    (l) Default Notice.  The Company shall immediately  notify the
  Holder of the  occurrence  of any Default or Event of Default  accompanied  by a
  certificate  of the  Company  specifying  the  nature  and  period of  existence
  thereof.  If the Company  receives a notice of a default from any creditor other
  than the Holder.  The Company  shall deliver to the Holder a copy of such notice
  of default immediately upon receipt thereof.
  
                    (m)  Compliance  with  Agreement.  The Company shall  observe,
  perform  and comply  with,  and shall  continue,  until all  obligations  of the
  Company to the Holder under this Note, are fully paid and satisfied, to observe,
  perform and comply with, all of the terms,  agreements,  and covenants contained
  in this Note.
  
             11. The Company shall not without the Holder's prior written consent:
  
  
                    (a)  Borrowings.  Create,  incur or assume any  liability  for
  borrowed money, the payment of which is senior to the obligations of the Holder,
  except for liabilities  heretofore or hereinafter incurred by the Company to the
  Holder.
  
  
                                                          10
  
  <PAGE>
  
  
  
                    (b)  Contingent  Liabilities.  Assume,  guarantee,  endorse or
  otherwise  become  liable,  in  connection  with the  obligations  of any person
  except:
  
  
  
  
  
       (i)  Liabilities of the Company  resulting from product  warranties made by
  the Company in the ordinary course of its business; and
  
                            (ii)  Liabilities  of the Company  resulting  from its
                    endorsement of items or instruments  for deposit or collection
                    in the ordinary course of its business.
  
                    (c) Sale or Other Disposition of Assets. Sell, lease, abandon,
  or  otherwise  dispose  of its  properties  or assets,  except for the  selling,
  leasing or otherwise disposing of its properties or assets to a person or entity
  in the ordinary course of its business in commercially  reasonable and bona fide
  arm's length transactions for fair consideration.
  
                    (d) Dividends and Redemption. Declare or pay any cash dividend
  or distribution on any shares of stock of the Company.
  
                    (e) Loans to Other Persons.  Make any new loans or advances to
  any of its  officers  or  directors  in excess an amount of  $25,000  to any one
  individual  or an  aggregate  of  $100,000  or make any loans or advances to any
  other parties other than the Laminaire Corporation.
  
                    (f) Lien. Create, assume or suffer to exist any lien on any of
  its  properties or assets  whether now owned or hereafter  acquired,  except any
  lien in favor of the Holder or otherwise permitted herein.
  
                    (g) Assignment of Accounts.  Create, assume or suffer to exist
  any assignment of accounts receivable.
  
                    (h)  Maximum  Debt to  Stockholder  Equity.  Cause,  suffer or
  permit  the  Company's  ratio of Debt to  Stockholder  Equity  (as each  term is
  hereinafter  defined) to be more than 2.5 to 1.00. The term "Stockholder Equity"
  shall mean as of the time of any determination thereof, Net Worth of the Company
  plus all subordinated indebtedness,  if any, all as determined by the Company in
  accordance with generally accepted accounting principles,  consistently applied.
  The  term  "Debt"  shall  mean  total  liabilities  of  the  Company  minus  all
  subordinated  debt,  if any (which debt must be  subordinated  to the  Company's
  obligations  under  this  Note) but shall not give  effect to debt  incurred  in
  connection with financing the acquisition of Laminaire, all as determined by the
  Company  in  accordance   with   generally   accepted   accounting   principles,
  consistently applied.
  
  
                                                          11
  
  <PAGE>
  
  
  
                    (i) Minimum Debt  Service  Coverage.  Cause,  suffer or permit
  Debt Service Coverage Ratio (as hereinafter defined) at any time to be less than
  1.25 to 1.00.  "Debt  Service  Coverage  Ratio"  due under  this Note shall mean
  pre-tax income of the Company plus  depreciation,  other non-cash  charges,  and
  amortization  of  purchase  adjustments  divided by current  portion of Debt due
  under this Note for the applicable period (except the balloon payment due in the
  final year of the note),  in conformity  with  generally  acceptable  accounting
  principles, consistently applied.
  
                    (j)  Intercompany  Transfers.  The Company shall not remove or
  withdraw  any cash or assets  from  Laminaire  in  excess of its own  investment
  therein,  except that it shall be permitted to allocate a reasonable  portion of
  joint costs and expenses.  For this purpose,  investment shall be defined as (i)
  cash  provided to  Laminaire by the Company  subsequent  to the  acquisition  of
  Laminaire  by the  Company;  and (ii) cash  required  to repay this Note and any
  promissory notes executed in connection with the acquisition of Laminaire.
  
             The financial  covenants set forth in paragraphs (h) and (i) shall be
  determined on an annual basis commencing with the results for the fiscal quarter
  ended September 30, 1998.
  
             12.  Each of the  following  shall be an Event of  Default  after the
  expiration of any cure period,  if any, set forth herein,  or under the Security
  Agreement.
  
  
                    (a) the  nonpayment  when due of any amount payable under this
  Note  within 5 days  after its due date,  or the  failure  to duly  observe  any
  covenant,  condition  or  agreement  with respect to the payment of monies other
  than  principal or interest  within 15 days after notice to the Company;  or the
  failure to perform any  non-monetary  covenant or condition within 30 days after
  notice to the Company;
  
                    (b) the  Company  has failed to observe or perform any promise
  or comply with any covenant or condition hereunder,  subject to the cure periods
  set forth in (a);
  
                    (c) if any representation,  warranty,  certificate,  financial
  statement  or other  information  made or given by the  Company to the Holder is
  materially incorrect or misleading;
  
                    (d)  the  entry  of  any  judgment  or  the  issuance  of  any
  attachment,  tax lien,  levy or  garnishment  in excess of $100,000  against any
  property of material  value in which the Company has an interest  which  remains
  unsatisfied for 15 days;
  
                    (e) the  dissolution,  merger or consolidation of the Company,
  to the sale or transfer of any substantial  portion of the Company's  assets, or
  if any  agreement  for such action is entered  into by the  Company  without the
  written consent of the Holder;
  
  
                                                          12
  
  <PAGE>
  
  
  
                    (f) the Company  shall fail to remit  promptly when due to the
  appropriate  government agency or authorized  depository any amount collected or
  withheld  from any  employee  for payroll  taxes,  social  security  and similar
  required payroll deduction.
  
                    (g) the Company shall (1) become  insolvent for a period of 30
  days,  (2) admit in writing its  inability  to pay its debts  generally  as they
  mature; (3) make an assignment for the benefit of creditors; or (4) apply for or
  consent to the appointment of a trustee, liquidator or receiver for its or for a
  substantial part of its property or business, or
  
                    (h) a trustee,  liquidator or receiver  shall be appointed for
  the Company or for a  substantial  part of its property or business  without its
  consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
  appointment; or
  
                    (i)  Any  governmental   agency  or  any  court  of  competent
  jurisdiction at the instance of any governmental  agency shall assume custody or
  control of the whole or any  substantial  portion of the properties or assets of
  the Company and shall not be dismissed within sixty (60) days thereafter; or
  
                    (j)  Bankruptcy,  reorganization,  insolvency  or  liquidation
  proceedings or other  proceedings for relief under any bankruptcy law or any law
  for the relief of debtors  shall be instituted by or against the Company and, if
  instituted  against the Company,  shall not be dismissed  within sixty (60) days
  after such  instruction of the Company shall by any action or answer approve of,
  consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
  allegations of, or default in answering a petition filed in any such proceeding.
  
                    Upon the  happening of an Event of Default,  the entire unpaid
  balance  of this Note and all  accrued  interest  shall be  immediately  due and
  payable without notice to the Company, and the Holder may, immediately or at any
  time thereafter,  exercise any or all of its rights and remedies  hereunder,  or
  under any agreement or otherwise  under  applicable  law against the Company and
  any and all  Collateral.  The Holder may exercise its rights and remedies in any
  order and may, at its option, delay in or refrain from exercising some of all of
  its rights and remedies without prejudice.
  
             13. This Note  represents a general  obligation  of the  Company.  No
  recourse  shall be had for the payment of the  principal of, or the interest on,
  this Note,  or for any claim  based  hereon,  or  otherwise  in respect  hereof,
  against any  incorporator,  shareholder,  officer or  director,  as such,  past,
  present  or future,  of the  Company or any  successor  corporation,  whether by
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
             14. The Holder of this Note, by acceptance  hereof,  agrees that this
  Note is being acquired for investment and that such Holder will not offer,  sell
  or otherwise  dispose of this Note or the shares of Common Stock  issuable  upon
  exercise thereof except under circumstances which will not result
  
                                                          13
  
  <PAGE>
  
  
  
  in a violation of the  Securities  Act or any  applicable  state Blue Sky law or
  similar laws relating to the sale of securities.
  
             15.  In  case  any  provision  of this  Note  is  held by a court  of
  competent  jurisdiction  to be  excessive  in  scope  or  otherwise  invalid  or
  unenforceable, such provision shall be adjusted rather than voided, if possible,
  so that it is enforceable to the maximum extent  possible,  and the validity and
  enforceability  of the remaining  provisions of this Note will not in any way be
  affected or impaired thereby.
  
             16. This Note and the agreements  referred to in this Note constitute
  the full and entire  understanding  and  agreement  between  the Company and the
  Holder with respect to the subject hereof. Neither this Note nor any term hereof
  may be  amended,  waived,  discharged  or  terminated  other  than by a  written
  instrument signed by the Company and the Holder.
  
             17. This Note shall be governed by and construed in  accordance  with
  the laws of New Jersey.
  
             18. All  notices  required or  permitted  under this Note shall be in
  writing and shall be effective upon the earlier of receipt or three (3) business
  days after deposit in the United  States mail,  postage  prepaid,  registered or
  certified,  return receipt requested,  and addressed to the address of the party
  as stated  in the first  paragraph  of this Note or to such  address  as a party
  provides to the other by notice.
  
             IN WITNESS WHEREOF, the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  Dated:October 16, 1997
                                                       THERMO-MIZER ENVIRONMENTAL
                                                                CORP.
  
                                                       By: Jon Darcy
  
                                                       Title: President
  
  
                                                          14
  
  <PAGE>
  
  
                                                       EXHIBIT I
  
                                NOTICE OF CONVERSION
  
     (To be Executed by the Registered Holder in order to Convert the Note)
  
  
  
             The undersigned hereby  irrevocably elects to convert  $_____________
  of the above  Note into  shares of Common  Stock of  Thermo-Mizer  Environmental
  Corp.  (the  "Company")  according to the conditions set forth in such Note. The
  original Note and Notice of Conversion  must be received by the Company in order
  to effectuate conversion.
  
  
  Signature
                                       [Name]
  
  Address:
  
  
  
  
  
  
  
  
  
  
  
  thermomi\\laminairre\note110.13
  
  
  
  <PAGE>
  
  
  EXHIBIT 10.21 PROMISSORY NOTE DATED OCTOBER 16, 1997 EXECUTED BY THE COMPANY IN
                FAVOR OF GARAY LLC
  
  <PAGE>
  
  
                                                     EXHIBIT 10.21
                                                                    US $
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                               15% NOTE DUE MARCH 31, 1998
  
  
  
           FOR VALUE RECEIVED, the Thermo-Mizer Environmental Corp., a corporation
  duly organized and existing under the laws of Delaware (the "Company")  promises
  to pay to the  order  of  Garay  LLC,  the  registered  holder  hereof  and  its
  successors and assigns (the "Holder"),  the Principal (as hereinafter  defined),
  and all accrued and unpaid  interest  thereon,  on March 31, 1998 (the "Maturity
  Date").  Interest on the principal sum outstanding  shall be paid at the rate of
  fifteen percent (15%) per annum.
  
           The  Principal  shall be  defined  as the  difference  between  (i) the
  Stockholders' Equity of Laminaire  Corporation as of the end of the month before
  the date of this Note minus the Stockholders' Equity of Laminaire Corporation as
  of September 30, 1996, and (ii) $200,000.  The term "Stockholders' Equity" shall
  have the meaning defined in the Purchase  Agreement  between the Company and the
  Holder dated as of October 9, 1997.  The Company and the Holder shall  calculate
  and  agree as to the  Stockholders'  Equity  of  Laminaire  Corporation  and the
  Principal no later than December 31, 1997. In the event that the Company and the
  Holder cannot agree as to the amounts of  Stockholders'  Equity and Principal as
  of December 31,  1997,  the parties  agree to submit the dispute to  arbitration
  before  a  single  arbitrator  chosen  by the  Company  and  the  Holder,  which
  arbitrator shall be a certified public accountant from a "Big 6" accounting firm
  other than Deloitte and Touche and that the decision of such arbitrator shall be
  final and binding upon the parties.
  
  Accrual of interest  shall  commence on the date hereof and shall  continue each
  day until payment in full of the outstanding principal sum has been made or duly
  provided for. The interest so payable will be paid to the Holder, at the address
  last  designated  in  writing by the Holder  hereof  from time to time.  Accrued
  interest  shall also be payable when the entire  principal  balance of this Note
  becomes due and payable  (whether by demand,  stated maturity or  acceleration),
  or, if earlier, when such principal balance is actually paid.
  
  In the event of default,  the interest  rate shall be increased to 20% as of the
  date of default,  and such interest  shall accrue on the unpaid  balance  hereof
  until the entire balance has been paid in full, notwithstanding the entry of any
  judgment against the Company.
  
  This Note is secured by a Security Agreement of even date.
  
  Interest shall be calculated on the basis of a 360 day year and shall be charged
  for the  actual  number of days  elapsed.  Interest  shall be  invoiced  for any
  payment received after the due date and computed on a daily basis.
  
                                                           1
  
  <PAGE>
  
  
  
  
  
           This Note is subject to the following additional provisions:
  
           1. The Note may be prepaid by the Company  for the total  amount of the
  then outstanding  balance of the Note, plus all accrued interest thereon, at the
  option of the Company at any time without penalty.  Any partial prepayment shall
  be applied against the outstanding principal and shall not postpone the due date
  of any subsequent payments..
  
           2. Prior to due  presentment for transfer of this Note, the Company and
  any agent of the  Company  may treat the  person in whose name this Note is duly
  registered  on the  Company's  books and  records  as the owner  hereof  for the
  purpose of  receiving  payment as herein  provided  and for all other  purposes,
  whether or not this Note be overdue.
  
           3. No  provision of this Note shall alter or impair the  obligation  of
  the Company,  which is absolute and unconditional,  to pay the principal of, and
  interest on, this Note at the time,  place,  and rate, and in the coin currency,
  herein prescribed.
  
           4.  The  obligations  of  the  Company  hereunder  are  secured  by the
  collateral  (the  "Collateral")  and on the terms as set  forth in that  certain
  security  agreement dated as of the date hereof by and among the Company and the
  Holder (the "Security Agreement").
  
           5. The Company  hereby  expressly  waives  demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
           6.  The  Company  agrees  to pay  all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Note or to enforce its rights and remedies against the
  Collateral or under the Security Agreement of even date.
  
           7. The Company covenants and agrees that:
  
                    (a)  Preservation of Corporate  existence and franchises.  The
  Company shall preserve and keep in full force and effect its corporate existence
  and all franchises, rights and privileges necessary to the proper conduct of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and copyrights of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
  
                                                           2
  
  <PAGE>
  
  
  
                    (b)  Amendments.  The Company  shall  promptly  deliver to the
  Holder  copies  of  any  amendments  or  modifications  to  its  certificate  of
  incorporation   or  bylaws,   certified  with  respect  to  the  certificate  of
  incorporation  by the  Secretary of State of Delaware,  and, with respect to the
  bylaws, by the secretary of the Company.
  
                    (c)  Compliance  with Laws.  The Company shall comply with all
  applicable  laws,  ordinances,  rules and  regulations of any Federal,  state or
  local  government or any  instrumentality  or agency thereof now or hereafter in
  effect, the failure of which to comply may have a material adverse effect on the
  Company, the collateral, or the Holder in enforcing its rights hereunder against
  the Company or the Collateral.
  
                    (d) Taxes. The Company shall pay and discharge, as they become
  due,  all  taxes,   assessments,   debts,   claims  and  other  governmental  or
  non-governmental  charges  lawfully  imposed  upon it or  incurred  by it or its
  properties and assets,  except taxes,  assessment,  claim or charge. The Company
  shall provide to the Holder,  upon the Holder's request,  evidence or payment of
  such taxes, assessments, debts, claims and charges satisfactory to the Holder.
  
                    (e)  Maintenance  of  Property.  The Company  shall  maintain,
  preserve  and keep all its  properties,  equipment  and  assets in good  repair,
  working order and  condition,  and make,  or cause to be made,  all necessary or
  appropriate   repairs,   renewals,   replacements,   substitutions,   additions,
  betterments and  improvements  thereto so that efficiency of all such properties
  and assets shall at all times be properly preserved and maintained.
  
                    (f)  Insurance.  The Company  shall  maintain,  or cause to be
  maintained,  such  insurance on its properties  and assets,  including,  without
  limitation,  the Collateral,  with responsible insurance companies against such.
  The Company shall also  maintain,  or cause to be maintained,  adequate  general
  liability  insurance  and worker's  compensation  insurance.  The Company  shall
  deliver to the Holder, upon its reasonable request, a detailed list of insurance
  then in effect, stating the names of the insurance companies and the amounts and
  rates of the insurance. All insurances shall be on a replacement cost basis.
  
                    (g)  No  Other  Liens.  The  Company  shall  not  directly  or
  indirectly  permit to exist any Lien on the  Collateral  except  for the Lien in
  favor of the Holder,  the existing liens against Company's  accounts  receivable
  and proceeds therefrom to secure indebtedness in the principal amount of $50,000
  in favor of A.T. Investments Ltd. and against accounts receivable, inventory and
  equipment  and  proceeds  therefrom  to  secure  indebtedness  in the  aggregate
  principal amount of $500,000 in favor of Norwood Venture Corp.
  
                    (h) Litigation  Notice.  The Company shall promptly notify the
  Holder of any litigation, legal actions,  proceedings,  claims or investigations
  pending or  threatened  against the Company  and/or of the entry of any judgment
  against  the  Company or the entry of any Lien,  other than the Lien in favor of
  the Holder against any of the Collateral.
  
  
                                                           3
  
  <PAGE>
  
  
  
                    (i) Location of Collateral and Records. The Company shall keep
  the  Collateral,  its records  relating to the  Collateral  and its other books,
  journals,  records,  orders,  receipts and  correspondence at 960 East Hazelwood
  Avenue,  Rahway, New Jersey 06065 or 528 Oritan Avenue,  Ridgefield,  New Jersey
  06656 unless  notice is given to the Holder at least thirty (30) days in advance
  of the removal of the  Collateral,  and the books,  records,  journals,  orders,
  receipts and correspondence, to another location.
  
                    (j) Financial Statements.  The Company shall deliver, or cause
  to be delivered, to the Holder the following:
  
                             (i) Within forty-five (45) days after the end of each
                    of the first  three  quarterly  fiscal  periods of each fiscal
                    year a copy of its Form  10-QSB as filed  with the  Securities
                    and Exchange Commission (the "SEC");
  
                             (ii)  Within  ninety  (90) days after the end of each
                    fiscal year of the Company,  a copy of its Annual Report filed
                    on Form 10-KSB as filed with the SEC;
  
                             (iii)  Within  fifteen  (15)  days of the end of each
                    quarterly   fiscal  period  an  aging  schedule  of  Laminaire
                    receivables.
  
                    (k) Books and Records.  The Company shall, at all times and in
  conformity with generally accepted accounting principles,  consistently applied,
  keep  complete  and  accurate  and  separate  books and records  concerning  its
  business,  affairs and  operations  and  concerning  its  properties and assets,
  including, without limitation, the Collateral, and those of Laminaire.
  
                    (l) Default Notice.  The Company shall immediately  notify the
  Holder of the  occurrence  of any Default or Event of Default  accompanied  by a
  certificate  of the  Company  specifying  the  nature  and  period of  existence
  thereof.  If the Company  receives a notice of a default from any creditor other
  than the Holder.  The Company  shall deliver to the Holder a copy of such notice
  of default immediately upon receipt thereof.
  
                    (m)  Compliance  with  Agreement.  The Company shall  observe,
  perform  and comply  with,  and shall  continue,  until all  obligations  of the
  Company to the Holder under this Note, are fully paid and satisfied, to observe,
  perform and comply with, all of the terms,  agreements,  and covenants contained
  in this Note.
  
           8. The Company shall not without the Holder's prior written consent:
  
                    (a)  Borrowings.  Create,  incur or assume any  liability  for
  borrowed money, the payment of which is senior to the obligations of the Holder,
  except for liabilities  heretofore or hereinafter incurred by the Company to the
  Holder.
  
  
                                                           4
  
  <PAGE>
  
  
  
                    (b)  Contingent  Liabilities.  Assume,  guarantee,  endorse or
  otherwise  become  liable,  in  connection  with the  obligations  of any person
  except:
  
       (i)  Liabilities of the Company  resulting from product  warranties made by
  the Company in the ordinary course of its business; and
  
                             (ii)  Liabilities  of the Company  resulting from its
                    endorsement of items or instruments  for deposit or collection
                    in the ordinary course of its business.
  
                    (c) Sale or Other Disposition of Assets. Sell, lease, abandon,
  or  otherwise  dispose  of its  properties  or assets,  except for the  selling,
  leasing or otherwise disposing of its properties or assets to a person or entity
  in the ordinary course of its business in commercially  reasonable and bona fide
  arm's length transactions for fair consideration.
  
                    (d) Dividends and Redemption. Declare or pay any cash dividend
  or distribution on any shares of stock of the Company.
  
                    (e) Loans to Other Persons.  Make any new loans or advances to
  any of its  officers  or  directors  in excess an amount of  $25,000  to any one
  individual or an aggregate of $100,000 or any loans or advances to other parties
  other than Laminaire.
  
                    (f) Lien. Create, assume or suffer to exist any lien on any of
  its  properties or assets  whether now owned or hereafter  acquired,  except any
  lien in favor of the Holder or otherwise permitted herein.
  
                    (g) Assignment of Accounts.  Create, assume or suffer to exist
  any assignment of accounts receivable.
  
                    (h)  Intercompany  Transfers.  The Company shall not remove or
  withdraw  any cash or assets  from  Laminaire  in  excess of its own  investment
  therein,  except that it shall be permitted to allocate a reasonable  portion of
  joint costs and expenses.  For this purpose,  investment shall be defined as (i)
  cash  provided to  Laminaire by the Company  subsequent  to the  acquisition  of
  Laminaire  by the  Company;  and (ii) cash  required  to repay this Note and any
  promissory notes executed in connection with the acquisition of Laminaire.
  
  
           9.  Each of the  following  shall  be an  Event of  Default  after  the
  expiration  of any cure  period,  if any, set forth  herein,  or in the Security
  Agreement.
  
                    (a) the  nonpayment  when due of any amount payable under this
  Note  within 5 days  after its due date,  or the  failure  to duly  observe  any
  covenant,  condition  or  agreement  with respect to the payment of monies other
  than principal or interest within 15 days after notice to the
  
                                                           5
  
  <PAGE>
  
  
  
  Company; or the failure to perform any non-monetary covenant or condition within
  30 days after notice to the Company;
  
                    (b) the  Company  has failed to observe or perform any promise
  or comply with any covenant or condition hereunder,  subject to the cure periods
  set forth in (a);
  
                    (c) if any representation,  warranty,  certificate,  financial
  statement  or other  information  made or given by the  Company to the Holder is
  materially incorrect or misleading;
  
                    (d)  the  entry  of  any  judgment  or  the  issuance  of  any
  attachment,  tax lien,  levy or  garnishment  in excess of $100,000  against any
  property of material  value in which the Company has an interest  which  remains
  unsatisfied for 15 days;
  
                    (e) the  dissolution,  merger or consolidation of the Company,
  to the sale or transfer of any substantial  portion of the Company's  assets, or
  if any  agreement  for such action is entered  into by the  Company  without the
  written consent of the Holer;
  
                    (f) the Company  shall fail to remit  promptly when due to the
  appropriate  government agency or authorized  depository any amount collected or
  withheld  from any  employee  for payroll  taxes,  social  security  and similar
  required payroll deduction.
  
                    (g) the Company shall (1) become  insolvent for a period of 30
  days,  (2) admit in writing its  inability  to pay its debts  generally  as they
  mature; (3) make an assignment for the benefit of creditors; or (4) apply for or
  consent to the appointment of a trustee, liquidator or receiver for its or for a
  substantial part of its property or business, or
  
                    (h) a trustee,  liquidator or receiver  shall be appointed for
  the Company or for a  substantial  part of its property or business  without its
  consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
  appointment; or
  
                    (i)  Any  governmental   agency  or  any  court  of  competent
  jurisdiction at the instance of any governmental  agency shall assume custody or
  control of the whole or any  substantial  portion of the properties or assets of
  the Company and shall not be dismissed within sixty (60) days thereafter; or
  
                    (j)  Bankruptcy,  reorganization,  insolvency  or  liquidation
  proceedings or other  proceedings for relief under any bankruptcy law or any law
  for the relief of debtors  shall be instituted by or against the Company and, if
  instituted  against the Company,  shall not be dismissed  within sixty (60) days
  after such  instruction of the Company shall by any action or answer approve of,
  consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
  allegations of, or default in answering a petition filed in any such proceeding.
  
  
                                                           6
  
  <PAGE>
  
  
  
                    Upon the  happening of an Event of Default,  the entire unpaid
  balance  of this Note and all  accrued  interest  shall be  immediately  due and
  payable without notice to the Company, and the Holder may, immediately or at any
  time thereafter,  exercise any or all of its rights and remedies  hereunder,  or
  under any agreement or otherwise  under  applicable  law against the Company and
  any and all  Collateral.  The Holder may exercise its rights and remedies in any
  order and may, at its option, delay in or refrain from exercising some of all of
  its rights and remedies without prejudice.
  
           10.  This Note  represents  a general  obligation  of the  Company.  No
  recourse  shall be had for the payment of the  principal of, or the interest on,
  this Note,  or for any claim  based  hereon,  or  otherwise  in respect  hereof,
  against any  incorporator,  shareholder,  officer or  director,  as such,  past,
  present  or future,  of the  Company or any  successor  corporation,  whether by
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
           11. The Holder of this Note,  by  acceptance  hereof,  agrees that this
  Note is being acquired for investment and that such Holder will not offer,  sell
  or otherwise  dispose of this Note or the shares of Common Stock  issuable  upon
  exercise thereof except under circumstances which will not result in a violation
  of the  Securities  Act or any  applicable  state Blue Sky law or  similar  laws
  relating to the sale of securities.
  
           12. In case any  provision of this Note is held by a court of competent
  jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
  such provision shall be adjusted rather than voided, if possible,  so that it is
  enforceable to the maximum extent possible,  and the validity and enforceability
  of the  remaining  provisions  of this Note will not in any way be  affected  or
  impaired thereby.
  
           13. This Note and the  agreements  referred to in this Note  constitute
  the full and entire  understanding  and  agreement  between  the Company and the
  Holder with respect to the subject hereof. Neither this Note nor any term hereof
  may be  amended,  waived,  discharged  or  terminated  other  than by a  written
  instrument signed by the Company and the Holder.
  
           14. This Note shall be governed by and construed in accordance with the
  laws of New Jersey.
  
           15.  All  notices  required  or  permitted  under this Note shall be in
  writing and shall be effective upon the earlier of receipt or three (3) business
  days after deposit in the United  States mail,  postage  prepaid,  registered or
  certified,  return receipt requested,  and addressed to the address of the party
  as stated  in the first  paragraph  of this Note or to such  address  as a party
  provides to the other by notice.
  
  
  
  
                                                           7
  
  <PAGE>
  
  
  
  
  
           IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  
  Dated:
  
                                                  THERMO-MIZER ENVIRONMENTAL CORP.
  
  
  
                                                       By:    /s/Jon J. Darcy
  
  
                                       Title:
  thermomi\\laminairre\note210.13
  
  
  
  <PAGE>
  
  
  EXHIBIT 10.22  PROMISSORY NOTE IN PRINCIPAL AMOUNT OF $90,479 DATED OCTOBER 16,
                 1997 EXECUTED BY COMPANY IN FAVOR OF CHARLES GARAY
  
  <PAGE>
  
  
                                                     EXHIBIT 10.22
                                                                 US $90,479.27
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                             15% NOTE DUE FEBRUARY 13, 1998
  
  
           FOR VALUE RECEIVED, the Thermo-Mizer Environmental Corp., a corporation
  duly organized and existing under the laws of Delaware (the "Company")  promises
  to pay to the order of Charles J. Garay,  the  registered  holder hereof and its
  successors and assigns (the "Holder"), the principal sum of Ninety Thousand Four
  Hundred Seventy Nine Dollars and Twenty-Seven  Cents (US $90,479.27) on February
  13,  1998 (120 days from the date  hereof)  (the  "Maturity  Date"),  and to pay
  interest on the principal sum  outstanding at the rate of fifteen  percent (15%)
  per annum.
  
  Accrual of interest  shall  commence on the date hereof and shall  continue each
  day until payment in full of the outstanding principal sum has been made or duly
  provided for. The interest so payable will be paid to the Holder, at the address
  last  designated  in  writing by the Holder  hereof  from time to time.  Accrued
  interest  shall also be payable when the entire  principal  balance of this Note
  becomes due and payable  (whether by demand,  stated maturity or  acceleration),
  or, if earlier, when such principal balance is actually paid.
  
  In the event of default,  the interest  rate shall be increased to 20% as of the
  date of default,  and such interest  shall accrue on the unpaid  balance  hereof
  until the entire balance has been paid in full, notwithstanding the entry of any
  judgment against the Company.
  
  This Note is secured by a Security Agreement of even date.
  
  Interest shall be calculated on the basis of a 360 day year and shall be charged
  for the  actual  number of days  elapsed.  Interest  shall be  invoiced  for any
  payment received after the due date and computed on a daily basis.
  
  
           This Note is subject to the following additional provisions:
  
           1. The Note may be prepaid by the Company  for the total  amount of the
  then outstanding  balance of the Note, plus all accrued interest thereon, at the
  option of the Company at any time without penalty.  Any partial prepayment shall
  be applied against the outstanding principal and shall not postpone the due date
  of any subsequent payments.
  
                    The  Maturity  Date may be extended at the  discretion  of the
  Company  for one  additional  120 day period  upon the  payment to the Holder of
  $10,000 no later than the Maturity Date being extended.
  
  
                                                           1
  
  <PAGE>
  
  
  
           2. Prior to due  presentment for transfer of this Note, the Company and
  any agent of the  Company  may treat the  person in whose name this Note is duly
  registered  on the  Company's  books and  records  as the owner  hereof  for the
  purpose of  receiving  payment as herein  provided  and for all other  purposes,
  whether or not this Note be overdue.
  
           3. No  provision of this Note shall alter or impair the  obligation  of
  the Company,  which is absolute and unconditional,  to pay the principal of, and
  interest on, this Note at the time,  place,  and rate, and in the coin currency,
  herein prescribed.
  
           4. The Company  hereby  expressly  waives  demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
           5.  The  Company  agrees  to pay  all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Note or to enforce its rights and remedies against the
  Collateral or under the Security Agreement of even date.
  
           6. The Company covenants and agrees that:
  
                    (a)  Preservation of Corporate  existence and franchises.  The
  Company shall preserve and keep in full force and effect its corporate existence
  and all franchises, rights and privileges necessary to the proper conduct of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and copyrights of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
                    (b)  Amendments.  The Company  shall  promptly  deliver to the
  Holder  copies  of  any  amendments  or  modifications  to  its  certificate  of
  incorporation   or  bylaws,   certified  with  respect  to  the  certificate  of
  incorporation  by the  Secretary of State of Delaware,  and, with respect to the
  bylaws, by the secretary of the Company.
  
                    (c)  Compliance  with Laws.  The Company shall comply with all
  applicable  laws,  ordinances,  rules and  regulations of any Federal,  state or
  local  government or any  instrumentality  or agency thereof now or hereafter in
  effect, the failure of which to comply may have a material adverse effect on the
  Company, the collateral, or the Holder in enforcing its rights hereunder against
  the Company or the Collateral.
  
                    (d) Taxes. The Company shall pay and discharge, as they become
  due,  all  taxes,   assessments,   debts,   claims  and  other  governmental  or
  non-governmental charges lawfully imposed
  
                                                           2
  
  <PAGE>
  
  
  
  upon  it  or  incurred  by  it or  its  properties  and  assets,  except  taxes,
  assessment,  claim or charge. The Company shall provide to the Holder,  upon the
  Holder's request, evidence or payment of such taxes, assessments,  debts, claims
  and charges satisfactory to the Holder.
  
                    (e)  Maintenance  of  Property.  The Company  shall  maintain,
  preserve  and keep all its  properties,  equipment  and  assets in good  repair,
  working order and  condition,  and make,  or cause to be made,  all necessary or
  appropriate   repairs,   renewals,   replacements,   substitutions,   additions,
  betterments and  improvements  thereto so that efficiency of all such properties
  and assets shall at all times be properly preserved and maintained.
  
                    (f)  Insurance.  The Company  shall  maintain,  or cause to be
  maintained,  such  insurance on its properties  and assets,  including,  without
  limitation,  the Collateral,  with responsible insurance companies against such.
  The Company shall also  maintain,  or cause to be maintained,  adequate  general
  liability  insurance  and worker's  compensation  insurance.  The Company  shall
  deliver to the Holder, upon its reasonable request, a detailed list of insurance
  then in effect, stating the names of the insurance companies and the amounts and
  rates of the insurance. All insurances shall be on a replacement cost basis.
  
                    (g)  No  Other  Liens.  The  Company  shall  not  directly  or
  indirectly  permit to exist any Lien on the  Collateral  except  for the Lien in
  favor of the Holder,  the existing liens against Company's  accounts  receivable
  and proceeds therefrom to secure indebtedness in the principal amount of $50,000
  in favor of A.T. Investments Ltd. and against accounts receivable, inventory and
  equipment  and  proceeds  therefrom  to  secure  indebtedness  in the  aggregate
  principal amount of $500,000 in favor of Norwood Venture Corp
  
                    (h) Litigation  Notice.  The Company shall promptly notify the
  Holder of any litigation, legal actions,  proceedings,  claims or investigations
  pending or  threatened  against the Company  and/or of the entry of any judgment
  against  the  Company or the entry of any Lien,  other than the Lien in favor of
  the Holder against any of the Collateral.
  
                    (i) Location of Collateral and Records. The Company shall keep
  the  Collateral,  its records  relating to the  Collateral  and its other books,
  journals,  records,  orders,  receipts and  correspondence at 960 East Hazelwood
  Avenue,  Rahway, New Jersey 06065 or 528 Oritan Avenue,  Ridgefield,  New Jersey
  06656 unless  notice is given to the Holder at least thirty (30) days in advance
  of the removal of the  Collateral,  and the books,  records,  journals,  orders,
  receipts and correspondence, to another location.
  
                    (j) Financial Statements.  The Company shall deliver, or cause
  to be delivered, to the Holder the following:
  
                             (i) Within forty-five (45) days after the end of each
                    of the first  three  quarterly  fiscal  periods of each fiscal
                    year a copy of its Form  10-QSB as filed  with the  Securities
                    and Exchange Commission (the "SEC");
  
                                                           3
  
  <PAGE>
  
  
  
                             (ii)  Within  ninety  (90) days after the end of each
                    fiscal year of the Company,  a copy of its Annual Report filed
                    on Form 10-KSB as filed with the SEC;
  
                             (iii)  Within  fifteen  (15)  days of the end of each
                    quarterly   fiscal  period  an  aging  schedule  of  Laminaire
                    receivables.
  
                    (k) Books and Records.  The Company shall, at all times and in
  conformity with generally accepted accounting principles,  consistently applied,
  keep  complete  and  accurate  and  separate  books and records  concerning  its
  business,  affairs and  operations  and  concerning  its  properties and assets,
  including, without limitation, the Collateral, and those of Laminaire.
  
                    (l) Default Notice.  The Company shall immediately  notify the
  Holder of the  occurrence  of any Default or Event of Default  accompanied  by a
  certificate  of the  Company  specifying  the  nature  and  period of  existence
  thereof.  If the Company  receives a notice of a default from any creditor other
  than the Holder.  The Company  shall deliver to the Holder a copy of such notice
  of default immediately upon receipt thereof.
  
                    (m)  Compliance  with  Agreement.  The Company shall  observe,
  perform  and comply  with,  and shall  continue,  until all  obligations  of the
  Company to the Holder under this Note, are fully paid and satisfied, to observe,
  perform and comply with, all of the terms,  agreements,  and covenants contained
  in this Note.
  
  
           7. The Company shall not without the Holder's prior written consent:
  
                    (a)  Borrowings.  Create,  incur or assume any  liability  for
  borrowed money, the payment of which is senior to the obligations of the Holder,
  except for liabilities  heretofore or hereinafter incurred by the Company to the
  Holder.
  
                    (b)  Contingent  Liabilities.  Assume,  guarantee,  endorse or
  otherwise  become  liable,  in  connection  with the  obligations  of any person
  except:
  
       (i)  Liabilities of the Company  resulting from product  warranties made by
  the Company in the ordinary course of its business; and
  
                             (ii)  Liabilities  of the Company  resulting from its
                    endorsement of items or instruments  for deposit or collection
                    in the ordinary course of its business.
  
                    (c) Sale or Other Disposition of Assets. Sell, lease, abandon,
  or  otherwise  dispose  of its  properties  or assets,  except for the  selling,
  leasing or otherwise disposing of its properties or assets to a person or entity
  in the ordinary course of its business in commercially  reasonable and bona fide
  arm's length transactions for fair consideration.
  
  
                                                           4
  
  <PAGE>
  
  
  
                    (d) Dividends and Redemption. Declare or pay any cash dividend
  or distribution on any shares of stock of the Company.
  
                    (e) Loans to Other Persons.  Make any new loans or advances to
  any of its  officers  or  directors  in excess an amount of  $25,000  to any one
  individual or an aggregate of $100,000 or any loans or advances to other parties
  other than Laminaire.
  
                    (f) Lien. Create, assume or suffer to exist any lien on any of
  its  properties or assets  whether now owned or hereafter  acquired,  except any
  lien in favor of the Holder or otherwise permitted herein.
  
                    (g) Assignment of Accounts.  Create, assume or suffer to exist
  any assignment of accounts receivable.
  
                    (h)  Intercompany  Transfers.  The Company shall not remove or
  withdraw  any cash or assets  from  Laminaire  in  excess of its own  investment
  therein,  except that it shall be permitted to allocate a reasonable  portion of
  joint costs and expenses.  For this purpose,  investment shall be defined as (i)
  cash  provided to  Laminaire by the Company  subsequent  to the  acquisition  of
  Laminaire  by the  Company;  and (ii) cash  required  to repay this Note and any
  promissory notes executed in connection with the acquisition of Laminaire.
  
           8.  Each of the  following  shall  be an  Event of  Default  after  the
  expiration  of any cure  period,  if any, set forth  herein,  or in the Security
  Agreement.
  
                    (a) the  nonpayment  when due of any amount payable under this
  Note  within 5 days  after its due date,  or the  failure  to duly  observe  any
  covenant,  condition  or  agreement  with respect to the payment of monies other
  than  principal or interest  within 15 days after notice to the Company;  or the
  failure to perform any  non-monetary  covenant or condition within 30 days after
  notice to the Company;
  
                    (b) the  Company  has failed to observe or perform any promise
  or comply with any covenant or condition hereunder,  subject to the cure periods
  set forth in (a);
  
                    (c) if any representation,  warranty,  certificate,  financial
  statement  or other  information  made or given by the  Company to the Holder is
  materially incorrect or misleading;
  
                    (d)  the  entry  of  any  judgment  or  the  issuance  of  any
  attachment,  tax lien,  levy or  garnishment  in excess of $100,000  against any
  property of material  value in which the Company has an interest  which  remains
  unsatisfied for 15 days;
  
                    (e) the  dissolution,  merger or consolidation of the Company,
  to the sale or transfer of any substantial  portion of the Company's  assets, or
  if any  agreement  for such action is entered  into by the  Company  without the
  written consent of the Holer;
  
                                                           5
  
  <PAGE>
  
  
  
                    (f) the Company  shall fail to remit  promptly when due to the
  appropriate  government agency or authorized  depository any amount collected or
  withheld  from any  employee  for payroll  taxes,  social  security  and similar
  required payroll deduction.
  
                    (g) the Company shall (1) become  insolvent for a period of 30
  days,  (2) admit in writing its  inability  to pay its debts  generally  as they
  mature; (3) make an assignment for the benefit of creditors; or (4) apply for or
  consent to the appointment of a trustee, liquidator or receiver for its or for a
  substantial part of its property or business, or
  
                    (h) a trustee,  liquidator or receiver  shall be appointed for
  the Company or for a  substantial  part of its property or business  without its
  consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
  appointment; or
  
                    (i)  Any  governmental   agency  or  any  court  of  competent
  jurisdiction at the instance of any governmental  agency shall assume custody or
  control of the whole or any  substantial  portion of the properties or assets of
  the Company and shall not be dismissed within sixty (60) days thereafter; or
  
                    (j)  Bankruptcy,  reorganization,  insolvency  or  liquidation
  proceedings or other  proceedings for relief under any bankruptcy law or any law
  for the relief of debtors  shall be instituted by or against the Company and, if
  instituted  against the Company,  shall not be dismissed  within sixty (60) days
  after such  instruction of the Company shall by any action or answer approve of,
  consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
  allegations of, or default in answering a petition filed in any such proceeding.
  
                    Upon the  happening of an Event of Default,  the entire unpaid
  balance  of this Note and all  accrued  interest  shall be  immediately  due and
  payable without notice to the Company, and the Holder may, immediately or at any
  time thereafter,  exercise any or all of its rights and remedies  hereunder,  or
  under any agreement or otherwise  under  applicable  law against the Company and
  any and all  Collateral.  The Holder may exercise its rights and remedies in any
  order and may, at its option, delay in or refrain from exercising some of all of
  its rights and remedies without prejudice.
  
           9. This Note represents a general unsecured  obligation of the Company.
  No recourse  shall be had for the payment of the  principal  of, or the interest
  on, this Note,  or for any claim based hereon,  or otherwise in respect  hereof,
  against any  incorporator,  shareholder,  officer or  director,  as such,  past,
  present  or future,  of the  Company or any  successor  corporation,  whether by
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
           10. The Holder of this Note,  by  acceptance  hereof,  agrees that this
  Note is being acquired for investment and that such Holder will not offer,  sell
  or otherwise  dispose of this Note or the shares of Common Stock  issuable  upon
  exercise thereof except under circumstances which will not result
  
                                                           6
  
  <PAGE>
  
  
  in a violation of the  Securities  Act or any  applicable  state Blue Sky law or
  similar laws relating to the sale of securities.
  
           11. In case any  provision of this Note is held by a court of competent
  jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
  such provision shall be adjusted rather than voided, if possible,  so that it is
  enforceable to the maximum extent possible,  and the validity and enforceability
  of the  remaining  provisions  of this Note will not in any way be  affected  or
  impaired thereby.
  
           12. This Note and the  agreements  referred to in this Note  constitute
  the full and entire  understanding  and  agreement  between  the Company and the
  Holder with respect to the subject hereof. Neither this Note nor any term hereof
  may be  amended,  waived,  discharged  or  terminated  other  than by a  written
  instrument signed by the Company and the Holder.
  
           13. This Note shall be governed by and construed in accordance with the
  laws of New Jersey.
  
           14.  All  notices  required  or  permitted  under this Note shall be in
  writing and shall be effective upon the earlier of receipt or three (3) business
  days after deposit in the United  States mail,  postage  prepaid,  registered or
  certified,  return receipt requested,  and addressed to the address of the party
  as stated  in the first  paragraph  of this Note or to such  address  as a party
  provides to the other by notice.
  
           IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  Dated:
                                                       THERMO-MIZER ENVIRONMENTAL
                                                                CORP.
  
  
                                                       By:   /s/Jon J. Darcy
  
                                       Title:
  thermomi\\laminairre\note410.13
  
                                                           7
  
  <PAGE>
  
  
  EXHIBIT 10.23  GUARANTY EXECUTED BY LAMINAIRE CORPORATION OF OCTOBER 16, 1997
  
  <PAGE>
  
  
                           
  <PAGE>
  
  
  
                                                  GUARANTY AGREEMENT
  
  
                    THIS GUARANTY  AGREEMENT  (the  "Guaranty")  is made as of the
  ____ day of October,  1997, by and between Laminaire  Corporation,  a New Jersey
  corporation  ("Guarantor"),  and  Garay,  LLC, a New  Jersey  limited  liability
  company ("Garay").
  
                    A.  Guarantor  is the  owner of a  business  located  at and a
  parcel  of land  commonly  known as 960 East  Hazelwood  Avenue,  Rahway,  Union
  County, New Jersey (the "Property"),
  
                    B.  Guarantor  has  agreed to  unconditionally  guarantee  the
  payment   and   all   performance   obligations   of  the   Thermo-Mizer   Corp.
  ("Thermo-Mizer)   under  those  certain  Notes  and  Security   Agreement   (the
  "Obligations") dated as of October ____, 1997;
  
                    NOW,  THEREFORE,  for good  and  valuable  consideration,  the
  receipt and  sufficiency of which are hereby  acknowledged,  Guarantor and Garay
  hereby agree as follows:
  
           1.  Guarantee.   Guarantor  hereby   irrevocably  and   unconditionally
  guarantees  the full payment when due and  performance of the  Obligations,  and
  agrees to  indemnify  Garay and hold it  harmless  from and against all cost and
  expense,  damage and loss, including reasonable  attorneys' fees, incurred by it
  by reason  of a breach by  Thermo-Mizer  of the  Obligations  and/or a breach by
  Guarantor of its obligations hereunder.
  
           2.  Satisfaction  of  Obligations.  Upon the full  satisfaction  of the
  Obligations, this Guaranty shall become null and void and of no further force or
  effect.
  
           3. No Waiver.  Guarantor  unconditionally  consents to, and waives as a
  defense to liability hereunder, each of the following:
  
           (a)      any release,  waiver,  inaction, delay or lack of diligence by
                    Garay in  enforcing  its rights  against any obligor or in any
                    property or collateral,  or the  unenforceability  of any such
                    rights, including any failure to perfect, protect, preserve or
                    foreclose  or collect on any lien or security  interest  which
                    may be intended,  directly or indirectly, to secure any of the
                    Obligations, and the absence of notice thereof to Guarantor;
  
           (b)      the absence of any notice of the  incurrence  or  existence of
                    any additional  obligation  undertaken by Thermo-Mizer  and of
                    any default thereon;
  
           (c)      any  action or  failure  of action  and the  absence of notice
                    thereof to Guarantor, taken or not taken by Garay with respect
                    to  any   of   the   Obligations,   including   any   release,
                    subordination,  or  substitution of any collateral or release,
                    termination,  compromise, modification, extension or amendment
                    of any instrument  executed by or applicable to any Obligor or
                    of any claim, right or remedy against any Obligor or property;
  
       (d)  any  impairment  of  Guarantor's  right  to  reimbursement  by  way of
  subrogation, indemnification or contribution;
  
           (e)      any other action or inaction  taken or omitted by Garay in its
                    sole  discretion  with  respect  to  the  Obligations  or  the
                    collateral;
  
           (f)      the absence or inadequacy of any  formalities of every kind in
                    connection  with  enforcement  of the  Obligations,  including
                    presentment, demand, notice and protest;
  
           (g)      the waiver of any rights of Garay under or any action taken or
                    omitted by Garay with  respect  to any other  guaranty  of the
                    Obligations;
  
                                                           1
  
  <PAGE>
  
  
  
                    and no amendment,  substitution,  modification or extension or
                    release  of the  Obligations  shall  constitute  a release  or
                    waiver by Garay of the  obligations  of  Guarantor  under this
                    Guaranty.  This is a continuing and unconditional guaranty and
                    shall  remain in full force and  effect  and be  binding  upon
                    Guarantor until the Obligations are fully satisfied.
  
           4. The  Guarantor  agrees  to pay all  costs  and  expenses,  including
  reasonable attorneys' fees, which may be incurred by Garay collecting any amount
  due under this  Guarantee  or to  enforce  its  rights  and  remedies  under the
  accompanying mortgage and Security Agreement.
  
           5. The Guarantor covenants and agrees that:
  
       (a) Preservation of Corporate existence and franchises. The Guarantor shall
  preserve  and keep in full  force and  effect its  corporate  existence  and all
  franchises,  rights  and  privileges  necessary  to the  proper  conduct  of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and  copyright of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
           (b)      Amendments. The Guarantor shall promptly deliver to Garay copy
                    of any amendments or  modifications  or  modifications  to its
                    certificate of incorporation bylaws, certified with respect to
                    the certificate of or  incorporation by the Secretary of State
                    of Delaware, and, with respect to the bylaws, by the Secretary
                    of the Guarantor.
  
           (c)      Compliance  with Laws. The Guarantor shall comply with all the
                    applicable   laws,ordinances,rules   and   regulation  of  any
                    Federal,  state or local government or any  instrumentality or
                    agency  thereof  now or  hereafter  in effect,  the failure of
                    which to  comply  may have a  material  adverse  effect on the
                    Guarantor,  the  collateral,  or Garay in enforcing its rights
                    hereunder against the Company or the Collateral.
  
           (d)      Taxes.  The Company  shall pay and  discharge,  as they become
                    due,  all  taxes,   assessments,   debts,   claims  and  other
                    governmental or non-governmental charges lawfully imposed upon
                    it or incurred  by it or its  properties  and  assets,  except
                    taxes,  assessments,  debts, claims and charges,  contested in
                    good faith in appropriate  proceedings for which the Guarantor
                    shall have set aside adequate reserves for the payment of such
                    tax, assessment,  claim or charge. The Guarantor shall provide
                    to Garay,  upon Garay's  request,  evidence or payment of such
                    taxes, assessments,  debts, claims and charges satisfactory to
                    Garay.
  
           (e)      Maintenance  of  Property.   The  Guarantor   shall  maintain,
                    preserve and keep all its properties,  equipment and assets in
                    good repair,  working order and condition,  and make, or cause
                    to be made,  all necessary or appropriate  repairs,  renewals,
                    replacements,   substitutions,   additions,   betterments  and
                    improvements thereto so that efficiency of all such properties
                    and  assets  shall at all  times  be  properly  preserved  and
                    maintained.
  
       (f) Insurance.  The Guarantor  shall  maintain,  or cause to be maintained,
  such insurance on its properties and assets, including,  without limitation, the
  Collateral,  with responsible insurance companies against such casualties and in
  such amounts as is from time to time reasonably  required by Garay, who shall be
  named loss payee therein.. The insurance policies shall be on a full replacement
  cost basis of the fair market value of the collateral.  The Guarantor shall also
  maintain,  or cause to be maintained,  adequate general liability  insurance and
  workers compensation  insurance.  The Guarantor shall deliver to Garay, upon its
  reasonable  request,  a detailed list of insurance  then in effect,  stating the
  names of the insurance companies and the amounts and rates of the insurance. 2
  
  <PAGE>
  
  
  
           (g)      No Other Liens. The Guarantor shall not directly or indirectly
                    permit to exist any Lien on the Collateral except for the Lien
                    in favor of Garay,  and except that the  Mortgagor may grant a
                    security interest in its accounts,  inventory,  equipment, and
                    the  proceeds   therefrom  to  Norwood  Venture  Corp.,  which
                    security  interest  shall be subject  and  subordinate  to the
                    security interest of Garay.
  
           (h)      Litigation  Notice. The Company shall promptly notify Garay of
                    any   litigation   legal  actions,   proceedings,   claims  or
                    investigations  pending or threatened against the Company and/
                    or of the entry of any  judgement  against  the Company or the
                    entry  of any  Lien,  other  than  the  Lien in favor of Garay
                    against any of the Collateral.
  
           (i)      Location of Collateral and Records.  The Guarantor  shall keep
                    the Collateral,  its record relating to the Collateral and its
                    other  books,   journals,   records,   orders,   receipts  and
                    correspondence  at 960  east  Hazelwood  Avenue,  Rahway,  New
                    Jersey  06065 or 528  Oritan  Avenue,  Ridgefield,  New Jersey
                    06656  unless  notice is given to Garay at least  thirty  (30)
                    days in advance  of the  removal  of the  Collateral,  and the
                    books, records, journals, orders, receipts and correspondence,
                    to another location.
  
           (j)      Financial Statements. The Guarantor shall deliver, or cause to
                    be delivered to Garay the following:
  
                             (i)       Within  45  days  after  the  end  of  each
                                       quarter,   corporate  financial  statements
                                       showing  cash  flows,   income,   expenses,
                                       assets, and liabilities.
  
                             (ii)      Within 90 days after receipt,  audited year
                                       end financial statements per GAAP.
  
                    (k) Books and Records.  The Guarantor  shall, at all times and
                    in conformity with generally accepted  accounting  principles,
                    consistently  applied, keep complete and accurate and separate
                    books  and   records   concerning   its   business,   affairs,
                    operations, properties and assets.
  
                    (l) Default  Notice.  The Guarantor shall  immediately  notify
                    Garay of the  occurrence  of any  default  or Event of Default
                    accompanied by a certificate  of the Guarantor  specifying the
                    nature  and  period of  existence  thereof.  If the  Guarantor
                    receives a notice of a Default  from any  creditor  other than
                    Garay.  The  Guarantor  shall  deliver to Garay a copy of such
                    notice of default immediately upon receipt thereof.
  
           (m)      Compliance  with  Agreement.   The  Guarantor  shall  observe,
                    perform  and  comply  with,  and  shall  continue,  until  all
                    obligations  of the  Guarantor to Garay under this  Guarantee,
                    are fully paid and satisfied,  to observe,  perform and comply
                    with, all of the terms, agreements, and covenants contained in
                    this Guarantee and the Mortgage and Security Agreement of even
                    date.
  
  
           (n)      Inspection.  Guarantor  shall permit  Garay or his  authorized
                    representative  to  inspect  the  books  and  records  of  the
                    Guarantor  and the  Collateral  on  reasonable  notice  to the
                    Guarantor.
  
           (o)      Loss or  damage to  Collateral.  Guarantor  shall  immediately
                    notify Garay of any material loss or damage to the collateral.
  
             6. The Guarantor shall not without Garay's prior written consent:
  
           (a)      Borrowings: Create, incur or assume any liability for borrowed
                    money,  the payment of which is senior to the  obligations  of
                    Garay,  except  for  liabilities   heretofore  or  hereinafter
                    incurred by
  
                                                           3
  
  <PAGE>
  
  
  
                    the Guarantor to Garay.
  
             (b)       Contingent  Liabilities.   Assume,  guarantee,  endorse  or
                       otherwise  become liable in connection with the obligations
                       of any person except
  
                    (i)     Liabilities  of the Guarantor  resulting  from product
                            warranties  made by the Company in the ordinary course
                            of its business; and
                       (ii)  Liabilities  of  the  Guarantor  resulting  from  its
            endorsement of items or  instruments  for deposit or collection in the
            ordinary course of its business.
  
           (c)      Sale or Other Disposition of Assets. Sell, lease,  abandon, or
                    otherwise dispose of its properties or assets,  except for the
                    selling,  leasing or otherwise  disposing of its properties or
                    assets to a person or  entity  in the  ordinary  course of its
                    business in commercially reasonable and bona fide arm's length
                    transactions for a full and fair consideration.
  
           (d)      Dividends and Redemption.  Declare or pay any cash dividend or
                    distribution on any shares of stock of the Guarantor.
  
           (e)      Loans to Other  Persons.  Make any loans or advances to any of
                    its  officers or directors  or  shareholders,  or to any other
                    person, firm or Corporation.
  
           (f)      Lien Create,  assume or suffer to exist any lien on any of its
                    properties or assets whether now owned of hereafter  acquired,
                    except  any lien in favor  of  Garay  or  otherwise  permitted
                    herein,  and except  that the  Mortgagor  may grant a security
                    interest  in  its  accounts,  inventory,  equipment,  and  the
                    proceeds  therefrom to Norwood  Venture Corp.,  which security
                    interest  shall be subject  and  subordinate  to the  security
                    interest of Garay.
  
           (g)      Assignment of Accounts.  Create, assume or suffer to exist any
                    assignment  of  accounts  receivable  or  grant  any  security
                    interest  therein,  and except that the  Mortgagor may grant a
                    security interest in its accounts,  and the proceeds therefrom
                    to Norwood  Venture Corp.,  which  security  interest shall be
                    subject and subordinate to the security interest of Garay.
  
           (h)      Maximum Debt to Stockholder  Equity.  Cause,  suffer or permit
                    the Guarantor's ratio of Debt to Stockholder  Equity ( as each
                    term is hereinafter defined) to be more than 2.50 to 1.00. The
                    term  "Stockholder  Equity"  shall  mean as of the time of any
                    determination  thereof,  the Net Worth ( without any deduction
                    for debt incurred in connection with financing the acquisition
                    of Laminaire or the repayment of bank indebtedness  previously
                    incurred by  Laminaire  regarding  its real  property)  of the
                    Guarantor, as determined in accordance with GAAP.
  
  
                                                           4
  
  <PAGE>
  
  
  
  
                    The term "Debt" shall mean total  liabilities of the Guarantor
                    as determined in accordance with GAAP.
  
             (i)    Minimum Debt Service  Coverage.  Cause,  suffer or permit Debt
                    Service Coverage Ratio (as hereinafter defined) at any time to
                    be less than 1.25 to 1.00. "Debt Service Coverage Ratio" shall
                    mean pre-tax income of the Guarantor plus depreciation,  other
                    non-cash  charges,  and  amortization of purchase  adjustments
                    divided  by  the  current  portion  of  Debt  due  under  this
                    Guarantee  for  the  applicable  period  (except  the  balloon
                    payment due in the final year of the Note for $2,200.000),  in
                    conformity with generally  acceptable  accounting  principles,
                    consistently applied.
  
  The  financial  covenants  set forth in  paragraph  (h) and (I)  above  shall be
  determined  on an annual basis  commencing  with the results for the fiscal year
  ended June 30, 1998.
  
  
           (j)      Intercompany  Transfers.  Thermo-Mizer  shall  not  remove  or
                    withdraw  any cash or assets from  Laminaire in excess of its"
                    investment" therein.  For this purpose,"  investment" shall be
                    defined as (I) cash  provided to  Laminaire  by the  Guarantor
                    subsequent   to  the   acquisition   of  Laminaire   stock  by
                    Thermo-Mizer  and (ii) cash  required to repay any  promissory
                    notes executed in connection with the acquisition of Laminaire
                    stock.
  
           (k)  Change of Ownership.  Permit or cause a change in the ownership of
                the  presently  issued  and  outstanding   capital  stock  of  the
                Guarantor.
  
        7. If one or more of the  following  described  "Events of Default"  shall
  occur:
  
           (a)      The  Guarantor  shall  default in the payment of  principal or
                    interest on the Notes and such failure shall continue  uncured
                    for a period of five (5) days; or
  
            (b)     The  Guarantor  shall  fail  to  perform  or  observe,  in any
                    material  respect,  any  other  covenant,   term,   provision,
                    condition,  agreement or obligation of the Guarantor under the
                    Notes, Mortgage and Security Agreement and this Guarantee, and
                    such  failure  shall  continue  uncured for a period of thirty
                    (30) days ; or
  
           (c)      The Guarantor  shall (1) admit in writing its inability to pay
                    its debts generally as they mature; (2) make an assignment for
                    the  benefit of  creditors  or  commence  proceedings  for its
                    dissolution;  or (3)apply for or consent to the appointment of
                    a trustee, liquidator or receiver for its or for a substantial
                    part of its property or business, or
  
           (d)      A trustee,  liquidator or receiver  shall be appointed for the
                    Guarantor  or  for a  substantial  part  of  its  property  or
                    business  without  its  consent  and shall  not be  discharged
                    within sixty (60) days after such appointment; or
  
           (e)      Any governmental agency or any court of competent jurisdiction
                    at  the  instance  of any  governmental  agency  shall  assume
                    custody or control of the whole or any substantial  portion of
                    the  properties  or  assets  of  the  Guarantor  shall  not be
                    dismissed within sixty (60) days thereafter; or
  
           (f)      Bankruptcy,   reorganization,    insolvency   or   liquidation
                    proceedings  or  other   proceedings   for  relief  under  any
                    bankruptcy  law or any law for the relief of debtors  shall be
                    instituted  by or against the  Guarantor  and,  if  instituted
                    against the  Guarantor,  shall not be  dismissed  within sixty
                    (60) days after such instruction of the Guarantor shall be any
                    action or answer  approve of,  consent to, or acquiesce in any
                    such proceedings or admit the material allegations of, or
  
                                                           5
  
  <PAGE>
  
  
                    default in answering a petition filed in any such proceeding.
  
  
           Then,  or at any time  thereafter,  and in each and  every  such  case,
  unless such Event of Default  shall have been waived in writing by Garay  (which
  waiver  shall not be deemed to be a waiver  of any  subsequent  default)  at the
  option of Garay and in Garay's sole discretion, Garay may consider this Guaranty
  in breach and default,
   without  presentment,  demand,  protest or notice of any kind, all of which are
  hereby  expressly  waived,  anything herein or in any note or other  instruments
  contained  to the  contrary  notwithstanding,  and  Garay may  immediately,  and
  without expiration of any period of grace, enforce any and all of Garay's rights
  and remedies  provided herein or any other rights or remedies afforded by law or
  by the Notes and Mortgage and Security Agreement of even date.
  
           8. Miscellaneous.  This Guaranty (i) will bind and inure to the benefit
  of the parties hereto and their respective heirs,  successors and assigns;  (ii)
  represents the entire  agreement  between the parties hereto with respect to the
  subject matter hereof, and supersedes all prior and  contemporaneous  agreements
  and  understanding,inducements  or  conditions,  express  or  implied,  oral  or
  written;  (iii) may be amended  only in writing,  executed by the party  against
  whom  enforcement is sought;  (iv) may be executed in one or more  counterparts,
  each of which shall be deemed an original,  but which together shall  constitute
  one and the same  instrument;  and (v) shall be governed  by, and  construed  in
  accordance with, the laws of the State of New Jersey.
  
  
                    IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
  Guaranty the day and year first above written.
  
  
  
  
  
  ATTEST:                                               LAMINAIRE CORPORATION
  
  _________________________                             By:______________________
             Secretary                                                   Pres.
  
  [Corporate Seal]                                      GARAY, L.L.C.
  
  
                                                        By:_____________________
  
                                                           6
  
  <PAGE>
  
  
  EXHIBIT 10.24  MORTGAGE AND SECURITY AGREEMENT EXECUTED BY LAMINAIRE
                 CORPORATION
  
  <PAGE>
  
  
                           MORTGAGE AND SECURITY AGREEMENT
  
           THIS MORTGAGE  made this 16th day of  October,1997,  between  LAMINAIRE
  CORPORATION,  A New  Jersey  Corporation,  with  offices  at 960 East  Hazelwood
  Avenue,  Rahway, NJ 07065 (herein called the "Debtor" or "Mortgagor") and GARAY,
  LLC, a New Jersey Limited Liability Company, with offices at 480 Stalevicz Lane,
  Rahway, NJ 07065 (herein called the "Creditor" or "Mortgagee")
  
                                                 W I T N E S S E T H:
  
           WHEREAS,  the Mortgagor has guaranteed an indebtedness to the Mortgagee
  in the principal  amounts with interest  thereon at the rates and upon the terms
  and conditions and due and payable at the times more  particularly  set forth in
  three  (3)  Promissory  Notes  of  even  date  herewith  from  the  Thermo-Mizer
  Environmental Corporation to the Mortgagee herein as Payee (the "Notes"); and
  
           WHEREAS, the Mortgagor is the owner in fee simple of a certain tract or
  parcel of real property and improvements  thereon located in the City of Rahway,
  County of Union, and State of New Jersey;
  
           NOW,  THEREFORE,  for the better  securing of the payment of the moneys
  owing on said Notes and all  extensions  and renewals  thereof and  substitution
  therefor,  including other payments mentioned therefor for the protection of the
  security as well as to the Mortgagor  with interest  thereon as may from time to
  time be agreed upon, the Mortgagor has granted, bargained, sold and conveyed and
  by these presents does grant,  bargain,  sell and convey to the Mortgagee and to
  its  successors  and  assigns,  ALL the  following  tract or  parcel of land and
  premises  located  in the City of  Rahway,  County  of  Union,  and State of New
  Jersey, as more particularly  described in Schedule A attached hereto and made a
  part hereof (hereinafter referred to as the "Mortgaged Premises").
  
           This is a first mortgage.
  
           TOGETHER with:
  
           A. All and  singular any  tenements,  hereditament,  and  appurtenances
  thereunto  belonging,   or  in  anywise  appertaining,   and  the  reversion  or
  reversions,  remainder and remainders;  and also all the estate,  right,  title,
  interest,  property,  possession, claim and demand whatsoever, in Law as well as
  in Equity,  of the  Mortgagor,  of, in and to the same and every part and parcel
  thereof,  with  appurtenances;  including all fixtures  presently affixed to the
  same,  and also all  equipment  and  improvements  now in,  upon,  or which  may
  hereafter be  installed  or placed in or upon the same,  adapted to or necessary
  for the complete and comfortable use, enjoyment or occupancy thereof;
  
           B. All right,  title and  interest of the  Mortgagor in and to the land
  lying in the streets and roads in front of and adjoining the Premises; and
  
           C. All awards heretofore and hereafter made to the Mortgagor for taking
  by eminent domain the whole or any part of the Premises or any easement therein,
  including  any awards for  changes of grade of  streets,  which said  awards are
  hereby  assigned  to the  Mortgagee,  who is hereby  authorized  to collect  and
  receive the proceeds of such awards and to give proper receipts and acquittances
  therefore,  and to apply the same  toward  the  payment  of the  Mortgage  Debt,
  notwithstanding  the fact that the amount owing  thereon may not then be due and
  payable;  and the Mortgagor  hereby agrees upon  request,  to make,  execute and
  deliver any and all assignments and other instruments sufficient for the purpose
  of assigning  said awards to the  Mortgagee,  free,  clear and discharged of any
  encumbrances of any kind or nature whatsoever.
  
       TO HAVE AND TO HOLD,  the above granted and described  Mortgaged  Premises,
  with the
                                                           1
  
  <PAGE>
  
  
  
       appurtenances,  fixtures,  equipment and improvements,  unto the Mortgagee,
  its successors and assigns, to its and their proper use and benefit forever;
  
           PROVIDED  ALWAYS,  and these  premises are upon the express  condition,
  that if the  Mortgagor  shall  well and  truly  pay to the  Mortgagee  all money
  secured hereby when the same shall become due and payable,  without deduction or
  credit for any amount  payable  for taxes,  then these  presents  and the estate
  hereby granted shall cease, terminate and be void.
  
           THE MORTGAGOR REPRESENTS, WARRANTS, COVENANTS AND AGREES WITH THE
  MORTGAGEE AS FOLLOWS:
  
           1. The  Mortgagor  shall comply with all  provisions  hereof and of the
  Notes evidencing the  indebtedness  secured hereby,  and the Guaranty  Agreement
  ,(which  Notes and  Guaranty  Agreement  are made a part hereof as if recited at
  length herein).
  
           2.  The  Mortgagor  shall  pay to the  Mortgagee  said  sum of money as
  mentioned above and interest thereon and additions thereof,  as expressed herein
  and expressed in the conditions of the Notes and the Guaranty Agreement.
  
           3. If required  by the  Mortgagor,  in order to more fully  protect the
  security of the within  Mortgage and to insure the payment of real estate taxes,
  water rents, sewer rents,  insurance premiums the Mortgagor agrees to pay to the
  Mortgagee a sum equal to 1/12th of the annual real estate  taxes,  water  rates,
  sewer rents, assessments, fire insurance with extended coverage on a replacement
  basis,  on the first  day of each and  every  month  together  with the  monthly
  principal and interest  payments due hereunder.  The Mortgagor shall also pay to
  the Mortgagee such additional amounts as may be determined by the Mortgagee from
  time to time in  order to  provide  the  Mortgagee  with a fund at least 30 days
  prior to the due date for the  payment or deposit  required  to be made with any
  prior  mortgagee,  of the next  installment  of such taxes,  water rents,  sewer
  rents,  assessments,  insurance  premiums and interest and amortization on prior
  mortgage(s),  sufficient to pay said installment.  If on a date 30 days prior to
  the due date for the payment of any such items there shall be insufficient funds
  on hand with the Mortgagee to pay the same,  Mortgagor  shall  forthwith  make a
  deposit sufficient to permit the payment of each to be made in full when due. It
  is the  intention  of the parties  that the  Mortgagor  shall  deposit  with the
  Mortgagee the necessary funds so that the Mortgagee at all times during the term
  of this  mortgage and any  extension  thereof have on hand  sufficient  deposits
  covering the various items for the respective accrued periods pertaining to each
  of them so that the deposits of one shall not be used for the payment of another
  except  however that the Mortgagee,  at its option,  may use the deposits of one
  for the payment of another and any  resulting  deficiencies  shall  forthwith be
  paid by the Mortgagor. The said funds shall bear no interest. Upon an assignment
  of said mortgage,  the Mortgagee shall have the right to pay over the balance of
  such  deposits  in its  possession  to the  assignee  and  the  Mortgagee  shall
  thereupon be compleely released from all liability with respect to such deposits
  and the Mortgagor or owner of the premises  shall look solely to the assignee or
  transferee in reference thereto. This provision shall apply to every transfer of
  such deposits to a new assignee.  Upon full payment of the mortgage indebtedness
  or at any time prior at the election of Garay of said  mortgage,  the balance of
  the  deposits in its  possession  shall be paid over to the record  owner of the
  premises and no other party shall have any right or claim  thereto in any event.
  Mortgagor agrees, at Mortgagee's request to make the aforesaid deposits with the
  Mortgagee's servicing agent;
  
           However,  it is  understood  and agreed that Garay  shall only  request
  direct payment to it of the foregoing  items if the Mortgagor  shall have failed
  to make timely payment and any default in payment  remains  uncured for a period
  of 15 days after the payment was due.
  
  
           4. The Mortgagor is seized of an  indefeasible  estate in fee simple in
  the  Mortgaged  Premises,  and the  Mortgagor  warrants  title to the  Mortgaged
  Premises.
  
           5. The Mortgagor  shall keep any  buildings and other  structures to be
  erected upon the Mortgaged
  
                                                           2
  
  <PAGE>
  
  
  
  Premises,  including  fixtures and equipment,  insured against loss or damage by
  fire,  and with extended  coverage,  by insurers  having a Bests Rating of A+ or
  greater and in the face amount of not less than the full replacement value, with
  loss payable to the  Mortgagee as first  mortgagee and  co-insured  under a N.J.
  mortgage  insurance  clause,  and shall  deliver  said policy or policies to the
  Mortgagee;  and in default thereof, the Mortgagee may effect such insurance. The
  Mortgagor  hereby  assigns to the Mortgagee all rights to demand and receive all
  money  payable  under any of said  policies of  insurance,  or  certificates  of
  insurance with respect to public liability  insurance,  and the rights to settle
  or compromise  all claims  thereunder;  and all money received may be applied on
  account of the  indebtedness  secured  hereby or used to repair or  replace  the
  buildings on the  Mortgaged  Premises,  as the Mortgagee  shall elect;  provided
  however,  that the  Mortgagee's  consent to the use of the proceeds to repair or
  replace damaged buildings or structures shall not be unreasonably  withheld. The
  Mortgagee  shall  consent  to the use of the  insurance  proceeds  to restore or
  repair any damage if the  restoration  or repair is  economically  feasible  and
  Mortgagee's  security  is not  lessened.  If the  restoration  or  repair is not
  economically  feasible or Mortgagee's security would be lessened,  the insurance
  proceeds shall be applied to the sums secured by this  Mortgage,  whether or not
  then  due,  with any  excess  to be paid to  Mortgagor.  In the event of loss or
  damage, the Mortgagor shall give immediate notice thereof to the Mortgagee.  The
  Mortgagee may make proof of loss if not made promptly by the Mortgagor, and each
  insurance  company  concerned is hereby  authorized and directed to make payment
  for such loss or damage  directly to the  Mortgagee  instead of to the Mortgagor
  and the Mortgagee jointly.  At least thirty (30) days prior to the expiration of
  any such  policies the  Mortgagor  shall furnish  evidence  satisfactory  to the
  Mortgagee  that the  policies  have been  renewed or  replaced  or are no longer
  required.  The fire insurance  policies required by this paragraph shall contain
  the usual extended coverage endorsement; that in addition thereto the Mortgagor,
  immediately  after notice and demand,  will keep the Premises insured against wr
  risk and any other hazard that may reasonably be required by the Mortgagee.
  
           6. In the event the Mortgaged Premises,  or any part thereof,  shall be
  taken and condemned for public purposes by the proper governmental  authorities,
  the Mortgagor shall have no claim against the award for damages,  or be entitled
  to any  portion  of the award  until the  entire  indebtedness  secured  by this
  Mortgage  shall be paid in full,  and all rights to damages of the Mortgagor are
  hereby assigned to the Mortgagee to the extent of the principal  indebtedness as
  remains unpaid (the Mortgagor, however, having the right to appeal said award to
  the courts of competent jurisdiction).  The satisfaction of the principal amount
  of any portion thereof by virtue of application of any  condemnation  award upon
  exercise of any authority  with the right of eminent  domain shall  constitute a
  prepayment to the full extent  thereof and the  agreement,  if any,  between the
  parties  hereto  relating  to  a  privilege  to  the  Mortgagor  to  prepay  the
  indebtedness  secured  hereby and  providing  for  premiums to the  Mortgagee in
  certain events upon prepayment shall be fully applicable in such circumstances.
  
           7. The Mortgagor agrees to comply with all laws, rules, regulations and
  ordinances  made  or  promulgated  by  lawful  authority  and  now or  hereafter
  applicable to the Mortgaged Premises within such time as required by law.
  
           8.  The  Mortgagor  shall  keep  and  maintain  any  buildings,   other
  structures,  and improvements on the Mortgaged Premises,  including fixtures and
  equipment,  in good and substantial repair, and will make such repairs as may be
  reasonably  required  within  thirty  (30) days  from  written  notice  from the
  Mortgagee.  The Mortgagor shall not do, and shall not permit to be done, any act
  which may in any way impair or weaken the security under this Mortgage,  and the
  Mortgagor  shall  not  do  anything  which  shall  diminish  the  value  of  the
  collateral.
  
           9. The  Mortgagee  may  collect a late  charge not to exceed ten ($.10)
  cents for each dollar on each payment of  principal  and/or  interest  more than
  five (5) days in arrears,  to cover the extra expense  involved in handling said
  delinquent payments.
  
           10.  The  Mortgagor  shall pay any  taxes,  assessments,  municipal  or
  governmental rates, charges, impositions, liens and water and sewer rents or any
  part thereof,  heretofore  or hereafter  imposed upon or which may become a lien
  against the  Mortgaged  Premises  within ten (10) days after the same is due and
  payable and shall submit receipt therefor on request.
  
                                                           3
  
  <PAGE>
  
  
  
           11. The Mortgagor hereby unconditionally assigns all rents, issues, and
  profits arising out of or from the Mortgaged Premises to the Mortgagee. Upon the
  occurrence of a default by the Mortgagor  under this Mortgage or under the Notes
  or the Guaranty  Agreement,  then the Mortgagee  shall be entitled to enter upon
  and take  possession  of the  Mortgaged  Premises,  and  collect and receive all
  rents,  issues and profits  arising from the Mortgaged  Premises,  including the
  rents,  issues and profits then due and unpaid to the  Mortgagor  and also those
  thereafter  to fall  due.  No  tenant  shall  be  privileged  to pay any rent in
  advance, and Mortgagor shall not request or accept any rent in advance.
  
           12. Each party shall, upon written request of the other, certify within
  seven  (7) days to such  person  as the other may  designate,  by  writing  duly
  acknowledged,  the amount of principal and interest then owing on this Mortgage,
  and whether any offsets or defenses exist against the indebtedness by the Note.
  
           13. The  Mortgagee  may, at its  option,  expend  money for  insurance,
  payment  of  taxes,  assessments,  municipal  or  governmental  rates,  charges,
  impositions, liens and water and sewer rents or any part thereof and for repair,
  maintenance and preservation of the Mortgaged Premises,  or for any buildings or
  other structures thereon,  including fixtures, or for the discharge of any liens
  or encumbrances on the Mortgaged Premises,  or for perfecting the title thereto,
  or for enforcing  collection of the  indebtedness  secured  thereby,  or for any
  water, gas or electric charge imposed for any services rendered to the Mortgaged
  Premises,  or for  the  protecting  or  preserving  any  use  being  made of the
  Mortgaged Premises,  or for advances of any trustee or receiver of the Mortgaged
  Premises,  or for any additions or improvements to the Mortgaged Premises, or to
  any  buildings  or other  structures  thereon,  including  fixtures,  considered
  desirable by the Mortgagee  while it or any receiver or trustee is in possession
  thereof;  and all money so paid,  with  interest  of the rate fixed in the Notes
  plus 5%,  shall be a lien on the  Mortgaged  Premises and added to the amount of
  the Notes and secured by this Mortgage and shall be due and payable upon demand.
  
  Mortgagee  shall also be entitled to collect  all  advances  made to protect its
  interests hereunder after any foreclosure judgment or foreclosure sale.
  
  
           14. No owner of the Mortgaged  Premises shall be entitled to any credit
  by reason of payment of any tax thereon.
  
           15. This  Mortgage  also  constitutes  a security  agreement  under the
  Uniform  Commercial  Code as adopted by the New Jersey  Statutes and,  except as
  otherwise  provided  herein,  the  Mortgagor's  title and interest in and to all
  present  and  future  tangible  assets,  including  without  limitation,  goods,
  chattels, fixtures, furniture,  machinery,  equipment, inventory and property of
  Mortgagor used in and necessary to the operation of the business and building(s)
  and  structure(s),   including,  without  limitation,  all  carpets,  furniture,
  furnishings,  screens, curtains, awnings,  windowshades,  all lighting, heating,
  ventilating,   air-conditioning,   sprinkling,   plumbing,  gas,  water,  power,
  incinerating, and laundry systems and fixtures, all engines, machinery, boilers,
  ranges, furnaces,  elevators and meters, mirrors,  refrigerators,  refrigeration
  plants,
  
                                                           4
  
  <PAGE>
  
  
  
  cabinets, shades, storm and screen windows, doors and appliances, which are now,
  located in, on, or upon the Mortgaged Premises herein defined, together with all
  additions and accessories  thereto,  substitutions  therefor,  and  replacements
  thereof and all cash and non-cash proceeds thereof.
  
  Also,  the  Mortgagee  is hereby  granted a security  interest  in the  Debtor's
  present  and  future  inventory  and  general  intangibles,  accounts,  accounts
  receivable,  contract rights, chattel paper,  instruments and documents, and all
  cash and  non-cash  proceeds  thereof and all books and records  relating to the
  foregoing, together will accessories,  substitutions,  additions,  replacements,
  parts and accessions  affixed to or used in connection with the collateral.  The
  Mortgagor  shall  execute,  deliver,  file and refile any financing  statements,
  continuation  statements,  or other security  agreements  that the Mortgagee may
  require from time to time to confirm the lien of this  Mortgage  with respect to
  such property.  Without limiting the foregoing, the Mortgagor hereby irrevocably
  appoints the Mortgagee  attorney-in-fact  for the Mortgagee to execute,  deliver
  and file such  instruments  for and on behalf of the Mortgagor.  Notwithstanding
  the release of any or all of that property  included in the  Mortgaged  Premises
  which is deemed "real  property," and  proceedings to foreclose this Mortgage or
  its  satisfaction  or  record,  the terms  hereof  shall  survive  as a security
  agreement with respect to the security  interest  created hereby and referred to
  above until the  repayment or  satisfaction  in full of the  obligations  of the
  Mortgagor as are now or hereafter secured hereby.
  
           16. During the term of the Notes and Guaranty  Agreement,  in the event
  of the  passage  after  the date of any law of the State of New  Jersey,  or any
  other  governmental  entity imposing any tax in addition to income taxation upon
  the  profit  realized  by the  Mortgagee  from this  transaction,  whether  such
  imposition arises from a new law or the change in any existing laws now in force
  for the taxation of  mortgages,  or debts  secured  thereby,  for state or local
  purposes,  or the manner of the  operation  of any such law, so as to affect the
  interest of the Mortgagee,  then and in such event, the Mortgagor shall bear and
  pay the full  amount of such  taxes,  provided  that if for any  reason  payment
  thereof would constitute usury or render the loan or indebtedness secured hereby
  wholly  or  partially  usurious  under  any of the  terms or  provisions  of the
  obligation secured hereunder, or this Mortgage, or otherwise, the Mortgagee may,
  at the  Mortgagee's  option,  pay the amount or portion of such taxes as renders
  the loan or indebtedness secured thereby unlawful or usurious in which event the
  Mortgagor shall concurrently  therewith pay the remaining lawful and nonusurious
  portion  or  balance of said  taxes.  In the event of the  passage of any law as
  aforesaid  which is prospective  in nature,  then prior to the effective date of
  any such law,  the  Mortgagor  shall have the right to prepay the Note for which
  this  Mortgage  serves  as  security  in full  and not in  part  and  thereafter
  discharge the lien of this Mortgage from the Mortgaged Premises.  Nothing herein
  shall require the  Mortgagor to pay any taxes on income of the Mortgagee  except
  in the event of the passage of any law as aforesaid  when the Mortgagor does not
  elect  to pay the  Note in full  prior  to its  effective  date or  wherein  the
  effective date of the law is retroactive.
  
           17. In the event that the  mortgaged  premises  are in violation of any
  state, federal or other governmental  environmental law or regulation ("Law") as
  the  result of any  condition  which  occurs  after the date  hereof,  or if the
  mortgaged  premises are hereafter used for a use which has an SIC classification
  that  would  bring  the  premises  within  the  jurisdiction  of the New  Jersey
  Industrial  Site Recovery Act  ("ISRA"),  Mortgagor  shall,  at its own cost and
  expense and upon the written  request of  Mortgagee,  provide  Mortgagee  with a
  written  environmental  law  compliance  report  from an  engineering  or  other
  qualified environmental service company approved by Mortgagee. Such report shall
  certify  that all  necessary  inspections  and tests have been made and that the
  mortgaged  premises  are not in  violation  of any  Law.  The  report  shall  be
  submitted  within 90 days from the date of the request.  If the report discloses
  any  violation  of any Law to the extent  that any  remediation  is  required or
  enforcement action is taken,  Mortgagor shall promptly obtain an estimate of the
  amount  necessary to eliminate  the  violation  and shall deposit in escrow with
  Mortgagee an amount equal to 110% of such estimate.  Mortgagor shall immediately
  commence  the  elimination  of the  violation  and,  if that fails to do so, the
  failure  shall  constitute a default under the terms of this  Mortgage,  and the
  obligation  which it  secures,  and  Mortgagee  shall have the right but not the
  obligation to use the escrow funds to eliminate the violation.  Mortgagee agrees
  not to request a compliance  report more than once in each calendar year, unless
  there is a change in the use of the  mortgaged  premises or an occurrence on the
  mortgaged  premises or premises adjacent thereto that could cause a violation of
  any law.
  
  
                                                           5
  
  <PAGE>
  
  
  
           18. The  Mortgagor  agrees that if the  Mortgagee  expends any funds to
  bring the mortgaged  premises into  compliance  with N.J.S.  58:10-23.11 et seq.
  (the Spill Compensation & Control Act) or N.J.S. 13:1k-6 et seq. (the Industrial
  Site  Recovery  Act);  N.J.S.A  58:10A-1  et set.  (the  Underground  Storage of
  Hazardous  Substances Act), or any other state of federal  environmental law now
  or hereafter in effect,  or to clear a lien  imposed on the  mortgaged  premises
  pursuant  to said laws,  the total  amount of such  funds  shall be added to the
  principal  balance of the Note secured by this Mortgage,  provided the condition
  which causes such expenditure commences after the date hereof. Such added amount
  shall bear interest as provided for in the Note.
  
           THE  MORTGAGOR  SHALL  BE IN  DEFAULT  OF THIS  MORTGAGE  AND  SECURITY
  AGREEMENT UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
  
           1. In the event that any covenant,  representation  or warranty made by
  the Mortgagor in this Mortgage, in the Notes, or in the Guaranty Agreement or in
  any  other  writing  used in  connection  herewith,  shall  prove  to be  false,
  incorrect,  or misleading in any substantial and material respect as of the date
  when made;
  
           2. In the  event  that the  Mortgagor  shall  have  failed  to make any
  payment of any  installment  of principal or interest on the Notes within 5 days
  after its due date set forth in the Note;
  
           3. In the event that the  Mortgagor  shall have failed to duly  observe
  any covenant, condition or agreement with respect to the payment of monies other
  than principal or interest on the part of Mortgagor, to be observed or performed
  pursuant to the terms of the Mortgage, the Notes, the Guaranty Agreement , or in
  any other loan  document,  and such default  shall have  remained  uncured for a
  period of  fifteen  (15) days  after  notice  thereof  to the  Mortgagor  by the
  Mortgagee;
  
           4. In the event the  Mortgagor  shall  have  failed to duly  observe or
  perform any covenant,  condition or agreement on the part of the Mortgagor to be
  observed or  performed  pursuant to the terms of the  Mortgage,  the Notes,  the
  Guaranty Agreement, or any other loan document, other than the payment of monies
  which shall be governed by paragraphs 2 and 3 above, and such default shall have
  remained  uncured for a period of thirty (30) days after  notice  thereof to the
  Mortgagor by the Mortgagee;
  
           5. In the event that the Mortgagor  shall have applied for or consented
  to the appointment of a custodian,  receiver,  trustee or liquidator of all or a
  substantial  part of its assets;  or shall  generally be unable to pay its debts
  when due; or shall have  admitted in writing its  inability  to pay its debts as
  they  mature;  or shall  have  made a  general  assignment  for the  benefit  of
  creditors;  or shall have a petition or an answer seeking  reorganization  or an
  arrangement  with its creditors or shall have a petition of any insolvency  law,
  or shall have  submitted  an answer  admitting  the  material  allegations  of a
  petition in  bankruptcy,  reorganization  or  insolvency  proceeding,  or for an
  order,  judgment or decree  shall have been  entered,  without the  application,
  approval or consent of the  Mortgagor,  by any Court of  competent  jurisdiction
  approving a petition seeking  reorganization  of the Mortgagor,  or appointing a
  custodian,  receiver,  trustee or liquidator of the Mortgagor,  or a substantial
  part of its assets  and such  order,  judgment  or decree  shall have  continued
  unstayed and in effect for any period of sixty (60) consecutive  days,; or shall
  have failed to remove an  involuntary  petition in  bankruptcy  filed against it
  within sixty (60) days of the filing  thereof;  or if any Order for Relief shall
  have been entered under the Federal Bankruptcy Code of 1978;
  
  
                                                           6
  
  <PAGE>
  
  
  
  
           6.  In the  event  of any  change  in the  ownership  of the  Mortgaged
  Premises, or if the Mortgagor is a corporation, the sale or transfer of any part
  of the stock of the Mortgagor to anyone not presently a stockholder;
  
           7. In the event that the  Mortgagor  shall  have  suffered a lien upon,
  encumbered,  mortgaged  or given a security  interest in any of its  tangible or
  intangible  assets,  except that the Mortgagor may grant a security  interest in
  its  accounts,  inventory,  equipment,  and the  proceeds  therefrom  to Norwood
  Venture Corp.,  which security  interest shall be subject and subordinate to the
  security interest of Garay.
  
           8. In the event that  proceedings be instituted for the  foreclosure or
  collection of any mortgage,  judgment,  or lien prior or subordinate to the lien
  of this Mortgage, affecting the Mortgaged Premises;
  
           9. In the event that any insurance company authorized to do business in
  the State of New Jersey by the  Department of Insurance,  shall refuse to insure
  said Mortgaged  Premises in the form of policy approved by the Mortgagee,  for a
  sum equal to the full insurable value of the Mortgaged Premises;
  
           10.  In the  event  that the  Mortgagor  shall  have  entered  into any
  secondary  financing  or shall have  consented to the placing of any lien on the
  Mortgaged Premises or other Collateral, whether or not such financing or lien is
  prior to or subordinate to the lien of the Mortgage or other Collateral,  except
  that the  Mortgagor may grant a security  interest in its  accounts,  inventory,
  equipment,  and the proceeds  therefrom to Norwood Venture Corp., which security
  interest shall be subject and subordinate to the security interest of Garay.
  
           11. In the event that the Mortgagor shall have transferred or caused to
  have been  transferred  title to or  possession of any interest in the Mortgaged
  Premises,  or  any  part  thereof,  or  if  the  Borrower  is a  corporation  or
  partnership,  in the event there is a change in the  management  or  controlling
  interest in the Mortgagor to any party without the express prior written consent
  of the Mortgagee;
  
           12.  The  failure by  Thermo-Mizer  Environmental  Corp.  to obtain the
  release of its accounts receivable from the existing security interest within 90
  days from the date this  Mortgage  is  executed,  but not  including  a security
  interest in accounts  receivable and proceeds  therefrom held by Norwood Venture
  Corp.
  
           13. Any default under any Agreement  given for the debt secured by this
  Mortgage;
  
           14. The occurrence of any condition or event  commencing after the date
  hereof which causes the imposition of a lien on the Mortgaged  Premises pursuant
  to N.J.S.  10-23.11 (the Spill Compensation and Control Act) or the commencement
  of any  enforcement  action  for  violation  of  N.J.S.  12:1k-6  et  seq.  (the
  Industrial  Site Recovery Act) or any other federal or state  environmental  law
  now or hereafter in effect if not cured within thirty (30) days  following  such
  occurrence,  event, commencement of enforcement action, or imposition of lien or
  if such event cannot be cured within thirty (30) days, then the  commencement of
  such cure provided that the same may be  accomplished  within a reasonable  time
  thereafter  and provided  further no  imposition of a lien has been imposed upon
  the Mortgaged Premises.
  
           SHOULD ANY DEFAULT BE MADE BY THE  MORTGAGOR THE MORTGAGEE MAY TAKE ANY
  OR ALL OF THE FOLLOWING ACTIONS, AT THE SAME OR AT DIFFERENT TIMES:
  
           1. Declare the entire  amount of unpaid  principal,  accrued and unpaid
  interest and other money due under this  Mortgage  and the Note secured  hereby,
  immediately due and payable.
  
  
  
                                                           7
  
  <PAGE>
  
  
  
           2. Subject to any other  agreement  permitted  hereunder,  all proceeds
  from sale or  condemnation  or insurance  proceeds  collected or received by the
  Mortgagor shall be accepted and held for the Mortgagee in trust and shall not be
  co-mingled  with the funds and property of the  Mortgagor  but shall be promptly
  paid  over  to the  Mortgagee.  The  Mortgagor  shall  pay to  the  Mortgagee  a
  reasonable  rental for the Mortgaged  Premises  occupied by the Mortgagor on the
  first day of each and every  month in  advance,  as a tenant from month to month
  thereby  recognizing  the  Mortgagee as  landlord;  and upon default in any such
  payment,  the Mortgagor  shall vacate and surrender  possession of the Mortgaged
  Premises to the Mortgagee or to any receiver, if one has been appointed,  and in
  default  thereof,  the  Mortgagor  may  be  dispossessed  by the  usual  summary
  proceedings.  The Mortgagor  agrees that this covenant shall be effective either
  with or without any action being brought to foreclose this Mortgage, and with or
  without the Mortgagee  having  applied for a receiver to collect the rents.  Any
  such tenancy of the Mortgagor shall terminate at the option of the Mortgagee and
  in any event,  upon the delivery of the deed of any Sheriff or Master  following
  foreclosure.
  
           3. The  Mortgagee  may enter upon and take  possession of the Mortgaged
  Premises  and rent the  same,  either in its name or in the name of the owner of
  such property, and receive the rents, issues and profits, thereof, and apply the
  same,  after the  payment  of the  necessary  charges  and  expenses,  including
  management commissions, on account of the debt secured hereby, being accountable
  only for such rents and profits as are collected by it while in possession.
  
           4. The Mortgagee, at its option, may sue on the Guaranty, the Notes, or
  it may  foreclose  this Mortgage or other  Collateral,  and upon the filing of a
  complaint in Foreclosure,  the Mortgagee shall be entitled to the appointment of
  a receiver  of the rents of the  Mortgaged  Premises  without the  necessity  of
  proving  either  inadequacy of the security or insolvency of the Mortgagor or of
  any person who may be legally or equitably  liable to pay money secured  hereby,
  and  the  Mortgagor  and  each  such  person  waive  proof  and  consent  to the
  appointment of such receiver.
  
           5. In the event of a  foreclosure  sale of the  Mortgaged  Premises  or
  other Collateral,  the Mortgaged Premises or other Collateral may, at the option
  of the Mortgagee, be sold in one or several parcels.
  
           6. The  Mortgagee  may apply on  account of the  unpaid  principal  and
  interest thereon or account of any arrearage of interest thereon,  or on account
  of any balance due to the Mortgagee  after a  foreclosure  sale of the Mortgaged
  Premises  whether or not a  deficiency  action shall have been  instituted,  any
  unexpended  moneys  still  retained  by the  Mortgagee  that  were  paid  by the
  Mortgagor to the  Mortgagee,  for the payment of, or as security for the payment
  of taxes,  assessments,  municipal or governmental rates, charges,  impositions,
  liens,  water or sewer  rents,  or  insurance  premiums,  if any, or in order to
  secure the performance of some act by the Mortgagor.
  
                                    MISCELLANEOUS
  
           1. The parties to this mortgage may agree to change the interest  rate,
  due  date or such  other  term or terms of this  mortgage  or of the  obligation
  secured by the  mortgage and upon any such  modification  as defined in N.J.S.A.
  46:9-8.1,  the  priority of the lien of the  mortgage  shall  relate back to and
  remain  as it was at  the  time  of the  recording  of the  mortgage,  as if the
  modification was originally  included in this mortgage or as if the modification
  occurred at the time of recording of this mortgage.
  
           2.  The  rights  and  remedies  herein  expressed  to be  vested  in or
  conferred upon the Mortgagee shall be cumulative and shall be in addition to and
  not in substitution for or in derogation of the rights and remedies conferred by
  any applicable  law. The failure,  at any one or more times, of the Mortgagee to
  assert the right to declare the  principal  indebtedness  due or the granting of
  any  extension or  extensions of time of payment of the Note either to the maker
  thereof or to any other person,  or taking of other or  additional  security for
  the payment thereof, or releasing any security,  or changing any of the terms of
  the within Mortgage, or the Note, or other obligation accompanying this Mortgage
  or waiver of or failure to exercise any right under any covenant or  stipulation
  herein contained shall not in any way affect this Mortgage nor the rights of the
  Mortgagee  hereunder nor operate as a release from any personal  liability  upon
  the Note or other obligation
  
                                                           8
  
  <PAGE>
  
  
  
  accompanying  this  Mortgage,  nor under any  covenant  or  stipulation  therein
  contained,  nor  under  any  agreement  assuming  the  payment  of said  Note or
  obligation.
  
           3. All notices to be given  hereunder  shall be given by certified mail
  directed to the  Mortgagor or to the  Mortgagee at the address shown at the head
  of this Mortgage.
  
           4. If any  action  or  proceeding  be  commenced  (except  an action to
  foreclose this Mortgage or to collect the debt secured thereby), to which action
  or proceeding the Mortgagee is made a party, or in which it becomes necessary to
  defend or uphold the lien of this  Mortgage,  all sums paid by the Mortgagee for
  the expense of any litigation to prosecute or defend the rights and lien created
  by this  Mortgage,  including  reasonable  counsel  fees,  shall be added to the
  Mortgage Debt and bear interest at the interest rate set forth in the Note,  and
  any such sum and the interest thereon shall be a lien on the Premises,  prior to
  any  right or title to  interest  in or claim  upon the  Premises  attaching  or
  accruing  subsequent  to the lien of this  Mortgage,  and  shall be deemed to be
  secured  by this  Mortgage.  In any  action  or  proceeding  to  foreclose  this
  Mortgage,  or to recover or collect the Mortgage  Debt,  the  provisions  of law
  respecting the recovering of costs,  disbursements  and allowances shall prevail
  unaffected by this covenant.
  
           5.  All of the  terms,  covenants,  provisions  and  conditions  herein
  contained shall be for the benefit of, apply to, and bind the heirs,  executors,
  administrators,  successors, and assigns of the Mortgagor and the Mortgagee, and
  are intended and shall be held to be real  covenants  running with the land, and
  the term  "Mortgagor"  shall  also  include  any and all  subsequent  owners and
  successors in title of the Mortgaged Premises.
  
           6. All  references  herein to "Note"  shall be construed to include the
  Guaranty or any other evidence of indebtedness.
  
           7. When such  interpretation  is appropriate,  any word denoting gender
  used herein shall include all persons, natural or artificial,  and words used in
  the singular shall include the plural.
  
           8. This Mortgage, the loan made hereunder and the rights of the parties
  shall be  governed by and  construed  under the laws of and by the courts of the
  State of New Jersey.
  
           MORTGAGOR ACKNOWLEDGES RECEIPT OF A TRUE COPY HEREOF WITHOUT CHARGE.
  
           IN WITNESS  WHEREOF,  the Mortgagor has caused this Mortgage to be duly
  executed as of the day and year first above written.
  
  
                                                        LAMINAIRE CORPORATION
  
  
  
                                                       ---------------------------
                                                                  PRESIDENT
  
                                                       ---------------------------
                                                                  SECRETARY
  
  
  
                                                           9
  
  <PAGE>
  
  
  
                                                 
  
  <PAGE>
  
  
  EXHIBIT 10.25  EMPLOYMENT AGREEMENT OF CHARLES J. GARAY DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
  
  
  1
  
  
  
                                                 Employment Agreement
  
  
      THIS  AGREEMENT  effective  the 16th Day of  October,  1997,  by and between
  Laminaire  Corporation,  a New  Jersey  corporation  with  offices  at 960  East
  Hazelwood Avenue, Rahway, NJ 07065 (the "Corporation") and Charles J. Garay (the
  "Employee").
  
  
                                                      WITNESSETH
  
      WHEREAS, the Corporation,  having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling and selling a family of
  products used for clean rooms and providing  services for electronics  assembly,
  desires to contract  with  Employee  to devote full time to the  business of the
  Corporation; and
  
      WHEREAS,  Employee,  understanding  and  accepting  the  conditions  of this
  employment agreement set forth herein, desires to be so contracted.
  
      NOW,  THEREFORE,  in  consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
           1.                Employment
  
      Corporation  agrees to continue  employment  and Employee  agrees to provide
  such  services,  in the  capacity  of Advisor to the  Corporation,  and for such
  services for the  Corporation as may be determined and assigned to him from time
  to time by the Board of Directors.  Employee  shall devote his entire  knowledge
  and best skills to the  furtherance of the business  purposes of the Corporation
  as  shall  be  entrusted  to him  under  the  general  rules  from  time to time
  promulgated by the Corporation through its Board of Directors.
  
           2.                Term
  
      Employment  Services shall be for a term of thirteen  weeks  effective as of
  October 16, 1997 and terminating on January 2, 1998, unless sooner terminated by
  the death or permanent disability of Employee.  This Agreement shall be mutually
  extended on
  
  
  
  
  
  <PAGE>
  
  
  
  
  a week by week basis unless terminated by either party.
  
           3.                Compensation
  
      Compensation for services  rendered to or on behalf of the Corporation shall
  be at a rate of $3,846.15 per week,  payable  through the current weekly payroll
  system.  All privledges and benefits  previous enjoyed are to be continued while
  employed.
  
                 4. Expenses
  
      The Corporation  shall  reimburse  Employee for all reasonable and necessary
  expenses  incurred in carrying  out his duties  under this  Agreement.  Employee
  shall present to the Corporation  from time to time an itemized  account of such
  expenses in any form required by the Corporation. Such expenses shall be subject
  to review by the Chief Executive Officer and the Audit Committee of the Board of
  Directors.
  
                 5.          Confidential  Matters
  
      All confidential information relating to the Corporation's business shall be
  kept  confidential  by Employee  and shall not be disclosed by him except to the
  extent  necessary for  performance of his services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
      Employee  acknowledges  his  understanding  that in the  performance  of his
  duties and  obligations  hereunder  he may  obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
      Employee shall not,  without the prior written  consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
  except in the performance of his duties hereunder,  remove or aid in the removal
  of any such  confidential  information  or any  property  or  material  relating
  thereto from the Corporation.
  
  
  
  
  
  <PAGE>
  
  
  
  
  
           6.  Inventions
  
      Employee shall promptly  disclose to the Corporation any and all inventions;
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of his duties as set forth in
  this Agreement.
  
      Any  and  all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
  treat all information  with respect thereto as confidential  information  within
  the meaning of and subject to Article 9 of this Agreement;
  
  keep complete and accurate records thereof which records shall be the property
  of the Corporation;
  
  execute any  application  for letters patent of the United States and of any and
  all other countries  covering such  inventions,  and give the  Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;  any such  patent  issued in your name shall be sold to the company
  for $1.00;
  
  from time to time, upon the request and at the expense of the  Corporation,  but
  without charge for services beyond the payments herein provided for, execute all
  assignments  or  other  instruments  required  to  transfer  and  assign  to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;
  
  testify in any proceedings or litigation as to all such inventions; and
  
  in case the Corporation shall desire to keep secret any such invention, or shall
  for any reason decide not to have letters  patent  applied for thereon,  refrain
  from applying for such letters patent thereon.
  
      No termination  of this  agreement by the  Corporation or the Employee shall
  release the Employee or his heirs or legal  representatives  from complying with
  the foregoing
  
  
  
  
  
  <PAGE>
  
  
  
  
  obligations as to such inventions.  To that extent,  the terms of this Article 6
  shall survive this Agreement.
  
  
       7.        Governing Law
  
          This  Agreement  shall be construed and enforced in accordance  with the
  laws of the State of New Jersey.
  
       8.                    Entire Contract
  
      This Agreement  constitutes the entire  understanding  and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
       9.   Non-Waiver
  
      A day or failure by either  party to exercise a right under this  Agreement,
  or a partial or single exercise of that right,  shall not constitute a waiver of
  that or any other right.
  
    10.     Assignment
  
      This Agreement  shall not be assigned by Employee,  except that any benefits
  which  inure at any  time to his  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
  11.  Enforceability
  
      The invalidity or  non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   12.     Restrictive Covenant
  
  
  
  
  
  
  <PAGE>
  
  
  
  
      When this  agreement  is  terminated  by either  party for any  reason,  the
  Employee  for a period of twelve (12)  months  from the date of the  termination
  shall be and hereby agrees to be prohibited from directly or indirectly,  either
  as a principal, agent, manager, employee, owner, partner, stockholder, director,
  or officer of a corporation  or otherwise  from engaging or becoming  interested
  in, financially or otherwise,  in any business,  trade, or occupation similar to
  or in competition  with the business of the  Corporation  within a radius of one
  hundred  miles of the main office or any branch office of the  Corporation  then
  existing  at that time.  The  Corporation  shall  have the right to assign  this
  restrictive  covenant  in the  event  that  the  Corporation  desires  at a date
  subsequent hereto to sell or otherwise transfer all of the stock or other assets
  of the  Corporation,  and  Employee  agrees  to  remain  bound by the  terms and
  conditions of this restrictive covenant to any and all subsequent  purchasers of
  the stock and/or assets of the Corporation.
  
      13.           Headings
  
      Headings in this  Agreement are for the  convenience  of the parties  hereto
  only and shall not be used to interpret or construe its provisions.
  
  
           14.      Counterparts
  
      This  Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           15.      Binding Effect
  
      The  provisions  of this  Agreement  shall be binding  upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
      IN WITNESS WHEREOF, Corporation has, by its appropriate officers, signed and
  sealed, and Employee has signed this Agreement.
  
  
                                                       LAMINAIRE CORPORATION
  
                                                           BY: _________________
  
  ATTEST:
  
  
                 SECRETARY
  
  
  
                 By:______________________
  
  ATTEST:
  
                 EMPLOYEE
  
  
  
  
  
  
  <PAGE>
  
  
  EXHIBIT 10.26  EMPLOYMENT AGREEMENT OF ANTONIO GARAY DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
  
  
                                                 Employment Agreement
  
  
       THIS  AGREEMENT  effective  the 16th day of  October,  1997 by and  between
  Thermo-Mizer  Environmental Corp, a Delaware  corporation,  and its subsidiaries
  present or future,  with offices at 960 East Hazelwood Avenue,  Rahway, NJ 07065
  and its subsididries,  present and future,(the "Corporation") and Antonio Garay,
  Rahway NJ 07065 (the "Employee").
  
                                                      WITNESSETH
  
       WHEREAS, the Corporation, having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling, purchasing and selling
  a family of products  used for clean rooms and  electronic  assembly  desires to
  employ Employee to devote full time to the business of the Corporation; and
  
       WHEREAS, Employee, understanding and accepting the conditions of employment
  set forth herein, desires to be so employed.
  
       NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
    1. Employment
  
       Corporation agrees to employ Employee and Employee agrees to be so employed
  as  a  full   time   Employee   with  no   other   commercial   commitments   or
  responsibilities,  in the capacity of President and Chief  Operating  Officer or
  for such other duties and services for the  Corporation as may be determined and
  assigned  to him from time to time by the Chief  Executive  Officer  or Board of
  Directors.  Employee  shall  devote his entire  employment,  knowledge  and best
  skills to the  furtherance of the business  purposes of the Corporation as shall
  be entrusted to him under the general rules from time to time promulgated by the
  Corporation  through its Chief Executive Officer.  The duties,  responsibilities
  and   accountability   of  the  Employee  are  described  in  the  attached  Job
  Description.  The Company from time to time may make minor  changes or otherwise
  adjust the Job Description.
  
  2.  Term
  
       Employment  shall be for a term of three years  effective as of October 16,
  1997 and terminating on October 16, 2000,  unless sooner terminated by the death
  or permanent  disability of Employee or by written  notice given by either party
  as  hereinafter  provided.  The year  ending  October  16,  1998 is  referred to
  hereafter as "Year 1"; the year ending October 16, 1999 is referred to hereafter
  as "Year 2"; and the year ending  October 16, 2000 is referred to  hereafter  as
  "Year 3." This Agreement may be automatically  extended for additional  one-year
  periods, with negotiated salary and benefits,  unless terminated pursuant to the
  provisions of Paragraph 3.
  
  3. Termination
  
       This  Agreement  and the  employment  of the Employee may be  terminated by
  either party with or without  stated cause.  Employee is required to provide the
  company with 30 days notice of termination  and entitled to receive  accumulated
  and unused vacation benefits,  sixteen weeks of severance pay, and stock options
  so vested in accordance  with the Stock Option Plan.  Upon notice  received from
  the  Employee,  the  Company  at its  option  may  ask  the  Employee  to  leave
  immediately without  continuation of pay. The Company is required to provide the
  Employee with 30 days notice of  termination,  and may ask the Employee to leave
  immediately  with the thirty days pay plus  accumulated  unused  benefits,  plus
  severance pay of thirty nine weeks.  The Employee will receive  twenty six weeks
  of severance pay upon  termination for cause other than as set forth below.  The
  Employee will receive no severance pay upon  termination  for cause as set forth
  below.  Termination for cause shall include,  but not necessarily be limited to,
  the following:
  
       ..Employee's  failure  to report for work in excess of five days (or repeat
  absences  without  acceptable  reasons) without  appropriate  reasons of medical
  illness causing  incapacity,  death in the immediate family, or without approval
  of the CEO;
  
       ...Employee's  final  conviction  of a  felony  involving  a crime of moral
  turpitude;
  
       ..Judgment  of the Board of Directors  that  Employee  committed  acts that
  constitute  willful  fraud on the part of the  Employee in  connection  with his
  duties under this Agreement,  including but not limited to  misappropriation  or
  embezzlement  in the  performance  of duties as an Employee of the  Company,  or
  willfully  engaging  in  conduct  materially  injurious  to the  Company  and in
  violation of the covenants contained in this agreement;
  
       ...Employee's  gross  misconduct,  including  by not limited to the willful
  failure of Employee either to a) continue to obey lawful written  instruction of
  the Board of Directors  after  thirty (30) days notice in writing of  Employee's
  failure to do so and the Board of Directors'  intention to terminate Employee if
  such  failure is not  corrected,  or (b) correct  any conduct of Employee  which
  constitutes a material breach of this agreement after thirty (30) days notice in
  writing of Employee's  failure to do so and the Board of Directors  intention to
  terminate Employee if such failure is not corrected.
  
       The Severance  pay, as set forth above,  will survive this contract and all
  future contracts. Severance pay at termination will be at the then existing rate
  of pay.  Payment  of  Severance  will  be made  weekly  until  such  time as the
  Severance pay as defined above is paid in full.
  
  4.  Board of Directors
  
       Employee shall at all times discharge his duties in  consultation  with and
  under the supervision of the Corporation's  Board of Directors,  its Committees,
  and the Chief  Executive  Officer.  In the  performance of his duties,  Employee
  shall  make his  principal  office in such place as the  Corporation's  Board of
  Directors shall determine. Should the Employee decide not to relocate, severance
  pay will be granted as if  terminated  without cause at the  convenience  of the
  Corporation under paragraph 3. above.
  
   5.  Compensation
  
       Employee's  total  compensation  for employment on a full time basis (which
  from time to time may include  travel,  working  beyond forty hours in any given
  week to  complete  work or  special  project,  and  assisting  others  in  other
  departments  without  additional  compensation)  rendered to or on behalf of the
  Corporation  for each fiscal year for which this Agreement is in effect shall be
  $120,000 plus an increase of 6% the  following  year and 7% the third year based
  on company  performance.  Company  performance  shall mean that net sales of the
  Laminaire  Corp.  in each of those  years have met or exceeded  positive  growth
  corresponding  to those same  percentages.  Growth  less than those  percentages
  shall  mean  the  next  year's  raise in  compensation  shall  be  appropriately
  prorated.  Compensation  shall  be paid in  weekly  installments.  The  Board of
  Directors  may,  at its sole  discretion,  provide  additional  compensation  to
  Employee based on the operating performance of the Corporation.
  
       In addition,  the Company, in each fiscal year, shall provide stock options
  to Employee in accordance  with the Company's  Stock Option Plan. A copy of this
  plan is attached to this agreement.
  
       In addition,  the company shall  authorize the Employee  vacation,  sick or
  otherwise personal days, each year accrued at a rate of sixteen hours per month,
  as accrued for corporate officers.
  
       In addition, the Employee shall be eligible to participate in the Company's
  401K plan when plan requirements have been met.
  
       In addition,  any and all benefits to Laminaire  Corporation employees as a
  group will be granted to the Employee.
  
  6. Expenses
  
       (A)  Reimbursements:  The  Corporation  shall  reimburse  Employee  for all
  reasonable and necessary expenses incurred in carrying out his duties under this
  Agreement.  Employee  shall  present to the  Corporation  within  thirty days an
  itemized account of such expenses in any form required by the Corporation.  Such
  expenses  shall be subject to  approval  by the Chief  Executive  Officer and to
  review by the Audit Committee of the Board of Directors.
  
       (B)  Automobile:   The  Corporation   recognizes  Employee's  need  for  an
  automobile  allowance  for business  purposes.  The  Corporation  shall pay such
  allowance as currently received.
  
       (C)  Disability:  In the event any  illness or  accident  renders  Employee
  disabled and unable to carry out all of his duties  extending beyond 60 days and
  certified as disabled by a least two (2) duly licensed and qualified physicians,
  one (1)  approved by the Board of  Directors of the Company and one (1) approved
  by Employee,  Corporation's  obligations under this Agreement may terminate at a
  time and in a manner and under such  conditions  as the Board of  Directors  may
  then determine in its own discretion at such time in accordance  with state law.
  The  company  may  chose to  provide  a  disability  plan or chose to  reimburse
  Employee for an individual plan. Additionally,  the existing disability accruals
  for all  employees  will remain in place and are to be paid to the extent of the
  balance accrued for as long as Employee is disabled.
  
       (D)  Notices:  All  notices  required or  permitted  to be given under this
  Agreement shall be given by certified  mail,  return receipt  requested,  to the
  parties at the  following  addresses  or to such other  addresses  as either may
  designate in writing to the other party.
  
       If to Corporation Laminaire Corporation,  960 East Hazelwood Avenue Rahway,
  NJ 07065
  
                     If to Employee Antonio Garay, (address above)
  
  
  7. Certificate of Incorporation and Bylaws
  
       Employee  agrees  that the  Corporation's  articles  of  incorporation  and
  bylaws,  together  with all  currently  effective  rules  and  regulations  made
  thereunder,  are hereby included in and made a part of this Agreement.  Employee
  further agrees that all new rules and regulations and all resolutions  affecting
  employees of the  Corporation  generally  shall modify this Agreement as if they
  had  been  included  in it and had  been  made a part of it from the date of its
  execution.
  
    8. Restrictions
  
      Employee hereby covenants and agrees that:
  
       he will not for his personal  benefit,  make, draw,  accept, or endorse any
  promissory note, bill of exchange,  lease, contract, or other obligation for the
  payment of money or its equivalent by or in the name of the Corporation;
  
  <PAGE>
  
  
       he will not  pledge  the credit of the  Corporation  in any way  whatsoever
  except as he may be authorized to do so by the Corporation's Board of Directors;
  
  and
  
       any  breach of this  Article  8 by him shall  entitle  the  Corporation  to
  recover from him any expense in which it may become involved as a result of such
  prohibited action.
  
  9.   Confidential Matters
  
       All confidential  information relating to the Corporation's  business shall
  be kept confidential by Employee and shall not be disclosed by him except to the
  extent  necessary for  performance of his services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
       Employee  acknowledges  his  understanding  that in the  performance of his
  duties and  obligations  hereunder  he may  obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
       Employee shall not,  without the prior written consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
       except in the  performance  of his duties  hereunder,  remove or aid in the
  removal  of any  such  confidential  information  or any  property  or  material
  relating thereto from the Corporation.
  
       10. Governing Law
  
       This Agreement  shall be construed and enforced in accordance with the laws
  of the State of New Jersey.
  
           11.  Inventions
  
       Employee shall promptly disclose to the Corporation any and all inventions.
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of his duties as set forth in
  this Agreement.
  
       Any  and all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
       treat all  information  with respect  thereto as  confidential  information
  within the meaning of and subject to Article 9 of this Agreement;
  
       keep  complete and accurate  records  thereof  which  records  shall be the
  property of the Corporation;
  
       execute any  application for letters patent of the United States and of any
  and all other countries covering such inventions, and give the Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;
  
       from time to time, upon the request and at the expense of the  Corporation,
  but without charge for services beyond the payments herein provided for, execute
  all  assignments  or other  instruments  required to transfer  and assign to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;  testify in any
  proceedings or litigation as to all such inventions; and
  
       in case the Corporation shall desire to keep secret any such invention,  or
  shall for any reason  decide not to have  letters  patent  applied for  thereon,
  refrain from applying for such letters patent thereon.
  
       No termination of employment of the Employee by the  Corporation or of this
  Agreement shall release the Employee or his heirs or legal  representatives from
  complying with the foregoing obligations as to such inventions.  To that extent,
  the terms of this Article 11 shall survive this Agreement.
  
   12. Entire Contract
  
       This Agreement  constitutes the entire  understanding and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
   13.      Non-Waiver
  
       A failure by either  party to exercise a right under this  Agreement,  or a
  partial or single exercise of that right,  shall not constitute a waiver of that
  or any other right.
  
    14.  Assignment
  
       This Agreement  shall not be assigned by Employee  except that any benefits
  which  inure at any  time to his  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
   15. Enforceability
  
       The invalidity or non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   16. Non-Compete
  
       In consideration of the stock options and other incentives awarded to me by
  the company at anytime during employment, and should termination from employment
  with  Thermo-Mizer,  or any subsidiary there of, occur for any reason,  Employee
  agrees to refrain, for a period of twelve (12) months, from selling,  soliciting
  or otherwise  contacting  customers of the Company or its subsidiaries,  for the
  purpose of competing  with goods and services  provided  these  customers by the
  Company.  Employee  agrees not to divulge  to any party or  otherwise  use trade
  secrets, pricing policies, costs, designs and any other proprietary or sensitive
  information accumulated during employment at Thermo-Mizer  Environmental Corp or
  its subsidiaries.
  
           17.       Headings
  
       Headings in this  Agreement are for the  convenience  of the parties hereto
  only and shall not be used to interpret or construe its provisions.
  
           18.      Counterparts
  
       This Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           19.      Binding Effect
  
       The  provisions  of this  Agreement  shall be binding upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
  
  
       IN WITNESS WHEREOF,  Corporation has, by its appropriate  officers,  signed
  and sealed, and Employee has signed this Agreement.
  
  
                                    THERMO-MIZER ENVIRONMENTAL CORPORATION
  
  
                             BY: _______________________
  ATTEST:
  
                 SECRETARY
  
  
  
  
                 BY: ____________________
  EMPLOYEE:
  
  
  
  <PAGE>
  EXHIBIT 10.27  EMPLOYMENT AGREEMENT OF GERALD E. REILLY DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
                                                 Employment Agreement
  
  
       THIS  AGREEMENT  effective  the 16th day of  October,  1997 by and  between
  Thermo-Mizer  Environmental Corp, a Delaware  corporation,  and its subsidiaries
  present or future,  with offices at 960 East Hazelwood Avenue,  Rahway, NJ 07065
  and its  subsididries,  present  and  future,(the  "Corporation")  and Gerald E.
  Reilly, 28 Evergreen Drive, Berkeley Heights, NJ 07922 (the "Employee").
  
                                                      WITNESSETH
  
       WHEREAS, the Corporation, having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling, purchasing and selling
  a family of products  used for clean rooms and  electronic  assembly  desires to
  employ Employee to devote full time to the business of the Corporation; and
  
       WHEREAS, Employee, understanding and accepting the conditions of employment
  set forth herein, desires to be so employed.
  
       NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
    1. Employment
  
       Corporation agrees to employ Employee and Employee agrees to be so employed
  as  a  full   time   Employee   with  no   other   commercial   commitments   or
  responsibilities,  in the capacity of Vice President and Chief Financial Officer
  or for such other duties and services for the  Corporation  as may be determined
  and assigned to him from time to time by the Chief Executive Officer or Board of
  Directors.  Employee  shall  devote his entire  employment,  knowledge  and best
  skills to the  furtherance of the business  purposes of the Corporation as shall
  be entrusted to him under the general rules from time to time promulgated by the
  Corporation  through its Chief Executive Officer.  The duties,  responsibilities
  and   accountability   of  the  Employee  are  described  in  the  attached  Job
  Description.  The Company from time to time may make minor  changes or otherwise
  adjust the Job Description.
  
  2.  Term
  
       Employment  shall be for a term of three years  effective as of October 16,
  1997 and terminating on October 16, 2000,  unless sooner terminated by the death
  or permanent  disability of Employee or by written  notice given by either party
  as  hereinafter  provided.  The year  ending  October  16,  1998 is  referred to
  hereafter as "Year 1"; the year ending October 16, 1999 is referred to hereafter
  as "Year 2"; and the year ending  October 16, 2000 is referred to  hereafter  as
  "Year 3." This Agreement may be automatically  extended for additional  one-year
  periods, with negotiated salary and benefits,  unless terminated pursuant to the
  provisions of Paragraph 3.
  
  3. Termination
  
       This  Agreement  and the  employment  of the Employee may be  terminated by
  either party with or without  stated cause.  Employee is required to provide the
  company with 30 days notice of termination  and entitled to receive  accumulated
  and unused vacation benefits,  sixteen weeks of severance pay, and stock options
  so vested in accordance  with the Stock Option Plan.  Upon notice  received from
  the  Employee,  the  Company  at its  option  may  ask  the  Employee  to  leave
  immediately without  continuation of pay. The Company is required to provide the
  Employee with 30 days notice of  termination,  and may ask the Employee to leave
  immediately  with the thirty days pay plus  accumulated  unused  benefits,  plus
  severance pay of thirty nine weeks.  The Employee will receive  twenty six weeks
  of severance pay upon  termination for cause other than as set forth below.  The
  Employee will receive no severance pay upon  termination  for cause as set forth
  below.  Termination for cause shall include,  but not necessarily be limited to,
  the following:
  
       ..Employee's  failure  to report for work in excess of five days (or repeat
  absences  without  acceptable  reasons) without  appropriate  reasons of medical
  illness causing  incapacity,  death in the immediate family, or without approval
  of the CEO;
  
       ...Employee's  final  conviction  of a  felony  involving  a crime of moral
  turpitude;
  
       ..Judgment  of the Board of Directors  that  Employee  committed  acts that
  constitute  willful  fraud on the part of the  Employee in  connection  with his
  duties under this Agreement,  including but not limited to  misappropriation  or
  embezzlement  in the  performance  of duties as an Employee of the  Company,  or
  willfully  engaging  in  conduct  materially  injurious  to the  Company  and in
  violation of the covenants contained in this agreement;
  
       ...Employee's  gross  misconduct,  including  by not limited to the willful
  failure of Employee either to a) continue to obey lawful written  instruction of
  the Board of Directors  after  thirty (30) days notice in writing of  Employee's
  failure to do so and the Board of Directors'  intention to terminate Employee if
  such  failure is not  corrected,  or (b) correct  any conduct of Employee  which
  constitutes a material breach of this agreement after thirty (30) days notice in
  writing of Employee's  failure to do so and the Board of Directors  intention to
  terminate Employee if such failure is not corrected.
  
       The Severance  pay, as set forth above,  will survive this contract and all
  future contracts. Severance pay at termination will be at the then existing rate
  of pay.  Payment  of  Severance  will  be made  weekly  until  such  time as the
  Severance pay as defined above is paid in full.
  
  4.  Board of Directors
  
       Employee shall at all times discharge his duties in  consultation  with and
  under the supervision of the Corporation's  Board of Directors,  its Committees,
  and the Chief  Executive  Officer.  In the  performance of his duties,  Employee
  shall  make his  principal  office in such place as the  Corporation's  Board of
  Directors shall determine. Should the Employee decide not to relocate, severance
  pay will be granted as if  terminated  without cause at the  convenience  of the
  Corporation under paragraph 3. above.
  
   5.  Compensation
  
       Employee's  total  compensation  for employment on a full time basis (which
  from time to time may include  travel,  working  beyond forty hours in any given
  week to  complete  work or  special  project,  and  assisting  others  in  other
  departments  without  additional  compensation)  rendered to or on behalf of the
  Corporation  for each fiscal year for which this Agreement is in effect shall be
  $110,000 plus an increase of 6% the  following  year and 7% the third year based
  on company  performance.  Company  performance  shall mean that net sales of the
  Laminaire  Corp.  in each of those  years have met or exceeded  positive  growth
  corresponding  to those same  percentages.  Growth  less than those  percentages
  shall  mean  the  next  year's  raise in  compensation  shall  be  appropriately
  prorated.  Compensation  shall  be paid in  weekly  installments.  The  Board of
  Directors  may,  at its sole  discretion,  provide  additional  compensation  to
  Employee based on the operating performance of the Corporation.
  
       In addition,  the Company, in each fiscal year, shall provide stock options
  to Employee in accordance  with the Company's  Stock Option Plan. A copy of this
  plan is attached to this agreement.
  
       In addition,  the company shall  authorize the Employee  vacation,  sick or
  otherwise personal days, each year accrued at a rate of sixteen hours per month,
  as accrued for corporate officers.
  
       In addition, the Employee shall be eligible to participate in the Company's
  401K plan when plan requirements have been met.
  
       In addition,  any and all benefits to Laminaire  Corporation employees as a
  group will be granted to the Employee.
  
  6. Expenses
  
       (A)  Reimbursements:  The  Corporation  shall  reimburse  Employee  for all
  reasonable and necessary expenses incurred in carrying out his duties under this
  Agreement.  Employee  shall  present to the  Corporation  within  thirty days an
  itemized account of such expenses in any form required by the Corporation.  Such
  expenses  shall be subject to  approval  by the Chief  Executive  Officer and to
  review by the Audit  Committee of the Board of Directors.  Certain  professional
  fees, continuing  professional  education courses, or other requirements to keep
  Employee's Certified Public Accountant licenses current shall be reimbursed.
  
       (B)  Automobile:   The  Corporation   recognizes  Employee's  need  for  an
  automobile  allowance  for business  purposes.  The  Corporation  shall pay such
  allowance as currently received.
  
       (C)  Disability:  In the event any  illness or  accident  renders  Employee
  disabled and unable to carry out all of his duties  extending beyond 60 days and
  certified as disabled by a least two (2) duly licensed and qualified physicians,
  one (1)  approved by the Board of  Directors of the Company and one (1) approved
  by Employee,  Corporation's  obligations under this Agreement may terminate at a
  time and in a manner and under such  conditions  as the Board of  Directors  may
  then determine in its own discretion at such time in accordance  with state law.
  The  company  may  chose to  provide  a  disability  plan or chose to  reimburse
  Employee for an individual plan. Additionally,  the existing disability accruals
  for all  employees  will remain in place and are to be paid to the extent of the
  balance accrued for as long as Employee is disabled.
  
       (D)  Notices:  All  notices  required or  permitted  to be given under this
  Agreement shall be given by certified  mail,  return receipt  requested,  to the
  parties at the  following  addresses  or to such other  addresses  as either may
  designate in writing to the other party.
  
       If to Corporation Laminaire Corporation,  960 East Hazelwood Avenue Rahway,
  NJ 07065
  
                     If to Employee Gerald E. Reilly, (address above)
  
  7. Certificate of Incorporation and Bylaws
  
       Employee  agrees  that the  Corporation's  articles  of  incorporation  and
  bylaws,  together  with all  currently  effective  rules  and  regulations  made
  thereunder,  are hereby included in and made a part of this Agreement.  Employee
  further agrees that all new rules and regulations and all resolutions  affecting
  employees of the  Corporation  generally  shall modify this Agreement as if they
  had  been  included  in it and had  been  made a part of it from the date of its
  execution.
  
    8. Restrictions
  
      Employee hereby covenants and agrees that:
  
       he will not for his personal  benefit,  make, draw,  accept, or endorse any
  promissory note, bill of exchange,  lease, contract, or other obligation for the
  payment of money or its equivalent by or in the name of the Corporation;
  
       he will not  pledge  the credit of the  Corporation  in any way  whatsoever
  except as he may be authorized to do so by the Corporation's Board of Directors;
  and
  
       any  breach of this  Article  8 by him shall  entitle  the  Corporation  to
  recover from him any expense in which it may become involved as a result of such
  prohibited action.
  
  9.   Confidential Matters
  
       All confidential  information relating to the Corporation's  business shall
  be kept confidential by Employee and shall not be disclosed by him except to the
  extent  necessary for  performance of his services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
       Employee  acknowledges  his  understanding  that in the  performance of his
  duties and  obligations  hereunder  he may  obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
       Employee shall not,  without the prior written consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
       except in the  performance  of his duties  hereunder,  remove or aid in the
  removal  of any  such  confidential  information  or any  property  or  material
  relating thereto from the Corporation.
  
       10. Governing Law
  
       This Agreement  shall be construed and enforced in accordance with the laws
  of the State of New Jersey.
  
           11.  Inventions
  
       Employee shall promptly disclose to the Corporation any and all inventions.
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of his duties as set forth in
  this Agreement.
  
       Any  and all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
       treat all  information  with respect  thereto as  confidential  information
  within the meaning of and subject to Article 9 of this Agreement;
  
       keep  complete and accurate  records  thereof  which  records  shall be the
  property of the Corporation;
  
       execute any  application for letters patent of the United States and of any
  and all other countries covering such inventions, and give the Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;
  
       from time to time, upon the request and at the expense of the  Corporation,
  but without charge for services beyond the payments herein provided for, execute
  all  assignments  or other  instruments  required to transfer  and assign to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;
  
  testify in any proceedings or litigation as to all such inventions; and
  
       in case the Corporation shall desire to keep secret any such invention,  or
  shall for any reason  decide not to have  letters  patent  applied for  thereon,
  refrain from applying for such letters patent thereon.
  
       No termination of employment of the Employee by the  Corporation or of this
  Agreement shall release the Employee or his heirs or legal  representatives from
  complying with the foregoing obligations as to such inventions.  To that extent,
  the terms of this Article 11 shall survive this Agreement.
  
   12. Entire Contract
  
       This Agreement  constitutes the entire  understanding and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
   13.      Non-Waiver
  
       A failure by either  party to exercise a right under this  Agreement,  or a
  partial or single exercise of that right,  shall not constitute a waiver of that
  or any other right.
  
    14.  Assignment
  
       This Agreement  shall not be assigned by Employee  except that any benefits
  which  inure at any  time to his  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
   15. Enforceability
  
       The invalidity or non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   16. Non-Compete
  
       In consideration of the stock options and other incentives awarded to me by
  the company at anytime during employment, and should termination from employment
  with  Thermo-Mizer,  or any subsidiary there of, occur for any reason,  Employee
  agrees to refrain, for a period of twelve (12) months, from selling,  soliciting
  or otherwise  contacting  customers of the Company or its subsidiaries,  for the
  purpose of competing  with goods and services  provided  these  customers by the
  Company.  Employee  agrees not to divulge  to any party or  otherwise  use trade
  secrets, pricing policies, costs, designs and any other proprietary or sensitive
  information accumulated during employment at Thermo-Mizer  Environmental Corp or
  its subsidiaries.
  
           17.       Headings
  
       Headings in this  Agreement are for the  convenience  of the parties hereto
  only and shall not be used to interpret or construe its provisions.
  
           18.      Counterparts
  
       This Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           19.      Binding Effect
  
       The  provisions  of this  Agreement  shall be binding upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
  
  
       IN WITNESS WHEREOF,  Corporation has, by its appropriate  officers,  signed
  and sealed, and Employee has signed this Agreement.
  
  
                                     THERMO-MIZER ENVIRONMENTAL CORPORATION
  
  
                                     BY: _______________________
  ATTEST:
  
                 SECRETARY
  
  
  
  
                 BY: ____________________
  EMPLOYEE:
  
  
  
  <PAGE>
  EXHIBIT 10.28  EMPLOYMENT AGREEMENT OF ETTA MONTELEONE DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
  
  
                                                 Employment Agreement
  
  
       THIS  AGREEMENT  effective  the 16th day of  October,  1997 by and  between
  Thermo-Mizer  Environmental Corp, a Delaware  corporation,  and its subsidiaries
  present or future,  with offices at 960 East Hazelwood Avenue,  Rahway, NJ 07065
  and  its  subsididries,   present  and  future,(the   "Corporation")   and  Etta
  Monteleone, 1 Dunster St., Carteret, NJ 07008 the "Employee").
  
                                                      WITNESSETH
  
       WHEREAS, the Corporation, having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling, purchasing and selling
  a family of products  used for clean rooms and  electronic  assembly  desires to
  employ Employee to devote full time to the business of the Corporation; and
  
       WHEREAS, Employee, understanding and accepting the conditions of employment
  set forth herein, desires to be so employed.
  
       NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
    1. Employment
  
       Corporation agrees to employ Employee and Employee agrees to be so employed
  as  a  full   time   Employee   with  no   other   commercial   commitments   or
  responsibilities,  in the capacity of  Administrative  Manager or for such other
  duties and services for the Corporation as may be determined and assigned to her
  from time to time by the Chief Executive Officer or Board of Directors. Employee
  shall devote her entire employment, knowledge and best skills to the furtherance
  of the business  purposes of the  Corporation as shall be entrusted to her under
  the general rules from time to time  promulgated by the Corporation  through its
  Chief Executive Officer. The duties,  responsibilities and accountability of the
  Employee are described in the attached Job Description. The Company from time to
  time may make minor changes or otherwise adjust the Job Description.
  
  2.  Term
  
       Employment  shall be for a term of three years  effective as of October 16,
  1997 and terminating on October 16, 2000,  unless sooner terminated by the death
  or permanent  disability of Employee or by written  notice given by either party
  as  hereinafter  provided.  The year  ending  October  16,  1998 is  referred to
  hereafter as "Year 1"; the year ending October 16, 1999 is referred to hereafter
  as "Year 2"; and the year ending  October 16, 2000 is referred to  hereafter  as
  "Year 3." This Agreement may be automatically  extended for additional  one-year
  periods, with negotiated salary and benefits,  unless terminated pursuant to the
  provisions of Paragraph 3.
  
  3. Termination
  
       This  Agreement  and the  employment  of the Employee may be  terminated by
  either party with or without  stated cause.  Employee is required to provide the
  company with 30 days notice of termination  and entitled to receive  accumulated
  and unused vacation benefits, thirteen weeks of severance pay, and stock options
  so vested in accordance  with the Stock Option Plan.  Upon notice  received from
  the  Employee,  the  Company  at its  option  may  ask  the  Employee  to  leave
  immediately without  continuation of pay. The Company is required to provide the
  Employee with 30 days notice of  termination,  and may ask the Employee to leave
  immediately  with the thirty days pay plus  accumulated  unused  benefits,  plus
  severance pay of twenty six weeks.  The Employee will receive  nineteen weeks of
  severance  pay upon  termination  for cause other than as set forth  below.  The
  Employee will receive no severance pay upon  termination  for cause as set forth
  below.  Termination for cause shall include,  but not necessarily be limited to,
  the following:
  
       ..Employee's  failure  to report for work in excess of five days (or repeat
  absences  without  acceptable  reasons) without  appropriate  reasons of medical
  illness causing  incapacity,  death in the immediate family, or without approval
  of the CEO;
  
       ...Employee's  final  conviction  of a  felony  involving  a crime of moral
  turpitude;
  
       ..Judgment  of the Board of Directors  that  Employee  committed  acts that
  constitute  willful  fraud on the part of the  Employee in  connection  with her
  duties under this Agreement,  including but not limited to  misappropriation  or
  embezzlement  in the  performance  of duties as an Employee of the  Company,  or
  willfully  engaging  in  conduct  materially  injurious  to the  Company  and in
  violation of the covenants contained in this agreement;
  
       ...Employee's  gross  misconduct,  including  by not limited to the willful
  failure of Employee either to a) continue to obey lawful written  instruction of
  the Board of Directors  after  thirty (30) days notice in writing of  Employee's
  failure to do so and the Board of Directors'  intention to terminate Employee if
  such  failure is not  corrected,  or (b) correct  any conduct of Employee  which
  constitutes a material breach of this agreement after thirty (30) days notice in
  writing of Employee's  failure to do so and the Board of Directors  intention to
  terminate Employee if such failure is not corrected.
  
       The Severance  pay, as set forth above,  will survive this contract and all
  future contracts. Severance pay at termination will be at the then existing rate
  of pay.  Payment  of  Severance  will  be made  weekly  until  such  time as the
  Severance pay as defined above is paid in full.
  
  
  4.  Board of Directors
  
       Employee shall at all times discharge her duties in  consultation  with and
  under the supervision of the Corporation's  Board of Directors,  its Committees,
  and the Chief  Executive  Officer.  In the  performance of her duties,  Employee
  shall  make her  principal  office in such place as the  Corporation's  Board of
  Directors shall determine. Should the Employee decide not to relocate, severance
  pay will be granted as if  terminated  without cause at the  convenience  of the
  Corporation under paragraph 3. above.
  
   5.  Compensation
  
       Employee's  total  compensation  for employment on a full time basis (which
  from time to time may include  travel,  working  beyond forty hours in any given
  week to  complete  work or  special  project,  and  assisting  others  in  other
  departments  without  additional  compensation)  rendered to or on behalf of the
  Corporation  for each fiscal year for which this Agreement is in effect shall be
  $95,000 plus an increase of 6% the following year and 7% the third year based on
  company  performance.  Company  performance  shall  mean  that net  sales of the
  Laminaire  Corp.  in each of those  years have met or exceeded  positive  growth
  corresponding  to those same  percentages.  Growth  less than those  percentages
  shall  mean  the  next  year's  raise in  compensation  shall  be  appropriately
  prorated.  Compensation  shall  be paid in  weekly  installments.  The  Board of
  Directors  may,  at its sole  discretion,  provide  additional  compensation  to
  Employee based on the operating performance of the Corporation.
  
       In addition,  the Company, in each fiscal year, shall provide stock options
  to Employee in accordance  with the Company's  Stock Option Plan. A copy of this
  plan is attached to this agreement.
  
       In addition,  the company shall  authorize the Employee  vacation,  sick or
  otherwise  personal  days,  each year  accrued at a rate of  fourteen  hours per
  month, as accrued for senion management.
  
       In addition, the Employee shall be eligible to participate in the Company's
  401K plan when plan requirements have been met.
  
       In addition,  any and all benefits to Laminaire  Corporation employees as a
  group will be granted to the Employee.
  
  6. Expenses
  
       (A)  Reimbursements:  The  Corporation  shall  reimburse  Employee  for all
  reasonable and necessary expenses incurred in carrying out her duties under this
  Agreement.  Employee  shall  present to the  Corporation  within  thirty days an
  itemized account of such expenses in any form required by the Corporation.  Such
  expenses  shall be subject to  approval  by the Chief  Executive  Officer and to
  review by the Audit Committee of the Board of Directors.
  
       (B)  Automobile:   The  Corporation   recognizes  Employee's  need  for  an
  automobile  allowance  for business  purposes.  The  Corporation  shall pay such
  allowance as currently received.
  
       (C)  Disability:  In the event any  illness or  accident  renders  Employee
  disabled and unable to carry out all of her duties  extending beyond 60 days and
  certified as disabled by a least two (2) duly licensed and qualified physicians,
  one (1)  approved by the Board of  Directors of the Company and one (1) approved
  by Employee,  Corporation's  obligations under this Agreement may terminate at a
  time and in a manner and under such  conditions  as the Board of  Directors  may
  then determine in its own discretion at such time in accordance  with state law.
  The  company  may  chose to  provide  a  disability  plan or chose to  reimburse
  Employee for an individual plan. Additionally,  the existing disability accruals
  for all  employees  will remain in place and are to be paid to the extent of the
  balance accrued for as long as Employee is disabled.
  
       (D)  Notices:  All  notices  required or  permitted  to be given under this
  Agreement shall be given by certified  mail,  return receipt  requested,  to the
  parties at the  following  addresses  or to such other  addresses  as either may
  designate in writing to the other party.
  
       If to Corporation Laminaire Corporation,  960 East Hazelwood Avenue Rahway,
  NJ 07065
  
                     If to Employee Etta Monteleone, (address above)
  
  
  7. Certificate of Incorporation and Bylaws
  
       Employee  agrees  that the  Corporation's  articles  of  incorporation  and
  bylaws,  together  with all  currently  effective  rules  and  regulations  made
  thereunder,  are hereby included in and made a part of this Agreement.  Employee
  further agrees that all new rules and regulations and all resolutions  affecting
  employees of the  Corporation  generally  shall modify this Agreement as if they
  had  been  included  in it and had  been  made a part of it from the date of its
  execution.
  
    8. Restrictions
  
      Employee hereby covenants and agrees that:
  
       she will not for her personal benefit,  make, draw,  accept, or endorse any
  promissory note, bill of exchange,  lease, contract, or other obligation for the
  payment of money or its equivalent by or in the name of the Corporation;
  
  <PAGE>
  
  
       she will not  pledge the credit of the  Corporation  in any way  whatsoever
  except  as  she  may  be  authorized  to do so by  the  Corporation's  Board  of
  Directors; and
  
       any  breach of this  Article  8 by her shall  entitle  the  Corporation  to
  recover from her any expense in which it may become involved as a result of such
  prohibited action.
  
  
  9.   Confidential Matters
  
       All confidential  information relating to the Corporation's  business shall
  be kept confidential by Employee and shall not be disclosed by her except to the
  extent  necessary for  performance of her services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
       Employee  acknowledges  her  understanding  that in the  performance of her
  duties and  obligations  hereunder  she may obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
       Employee shall not,  without the prior written consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
       except in the  performance  of her duties  hereunder,  remove or aid in the
  removal  of any  such  confidential  information  or any  property  or  material
  relating thereto from the Corporation.
  
       10. Governing Law
  
       This Agreement  shall be construed and enforced in accordance with the laws
  of the State of New Jersey.
  
           11.  Inventions
  
       Employee shall promptly disclose to the Corporation any and all inventions.
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of her duties as set forth in
  this Agreement.
  
       Any  and all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
       treat all  information  with respect  thereto as  confidential  information
  within the meaning of and subject to Article 9 of this Agreement;
  
       keep  complete and accurate  records  thereof  which  records  shall be the
  property of the Corporation;
  
       execute any  application for letters patent of the United States and of any
  and all other countries covering such inventions, and give the Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;
  
       from time to time, upon the request and at the expense of the  Corporation,
  but without charge for services beyond the payments herein provided for, execute
  all  assignments  or other  instruments  required to transfer  and assign to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;
  
  testify in any proceedings or litigation as to all such inventions; and
  
       in case the Corporation shall desire to keep secret any such invention,  or
  shall for any reason  decide not to have  letters  patent  applied for  thereon,
  refrain from applying for such letters patent thereon.
  
       No termination of employment of the Employee by the  Corporation or of this
  Agreement shall release the Employee or her heirs or legal  representatives from
  complying with the foregoing obligations as to such inventions.  To that extent,
  the terms of this Article 11 shall survive this Agreement.
  
   12. Entire Contract
  
       This Agreement  constitutes the entire  understanding and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
   13.      Non-Waiver
  
       A failure by either  party to exercise a right under this  Agreement,  or a
  partial or single exercise of that right,  shall not constitute a waiver of that
  or any other right.
  
    14.  Assignment
  
       This Agreement  shall not be assigned by Employee  except that any benefits
  which  inure at any  time to her  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
   15. Enforceability
  
       The invalidity or non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   16. Non-Compete
  
       In consideration of the stock options and other incentives awarded to me by
  the company at anytime during employment, and should termination from employment
  with  Thermo-Mizer,  or any subsidiary there of, occur for any reason,  Employee
  agrees to refrain, for a period of twelve (12) months, from selling,  soliciting
  or otherwise  contacting  customers of the Company or its subsidiaries,  for the
  purpose of competing  with goods and services  provided  these  customers by the
  Company.  Employee  agrees not to divulge  to any party or  otherwise  use trade
  secrets, pricing policies, costs, designs and any other proprietary or sensitive
  information accumulated during employment at Thermo-Mizer  Environmental Corp or
  its subsidiaries.
  
           17.       Headings
  
       Headings in this  Agreement are for the  convenience  of the parties hereto
  only and shall not be used to interpret or construe its provisions.
  
           18.      Counterparts
  
       This Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           19.      Binding Effect
  
       The  provisions  of this  Agreement  shall be binding upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
  
  
       IN WITNESS WHEREOF,  Corporation has, by its appropriate  officers,  signed
  and sealed, and Employee has signed this Agreement.
  
  
                                  THERMO-MIZER ENVIRONMENTAL CORPORATION
  
  
                             BY: _______________________
  ATTEST:
  
                 SECRETARY
  
  
  
  
                 BY: ____________________
  EMPLOYEE:
  
  
  
  <PAGE>
  EXHIBIT 10.29  FORM OF 5%CONVERTIBLE DEBENTURE ISSUED BY THE COMPANY ON OCTOBER
  `              16, 1997 IN AGGREGARTE PRINCIPAL AMOUNT OF $300,000
  
  <PAGE>
  
  
                                                       DEBENTURE
  
           THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
           UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND MAY
           NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S
           UNDER THE ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS
           DEFINED IN REGULATION S UNDER THE ACT) EXCEPT  PURSUANT TO REGISTRATION
           UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
           ACT AND APPLICABLE STATE SECURITIES LAWS.
  
           THE  CONVERTIBLE  DEBENTURES OF THERMO-MIZER  ENVIRONMENTAL  CORP. (THE
           "COMPANY:")  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN ISSUED PURSUANT
           TO  REGULATION  S,  PROMULGATED  UNDER  THE  ACT,  AND  HAVE  NOT  BEEN
           REGISTERED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THESE
           SHARES MAY NOT BE OFFERED OR SOLD WITHIN  ;THE  UNITED  STATES OR TO OR
           FOR THE  ACCOUNT  OF A "U.S.  PERSON"  (AS  THAT  TERM  IS  DEFINED  IN
           REGULATION  S)  DURING  THE  PERIOD  COMMENCING  ON THE  SALE OF  THESE
           SECURITIES AND ENDING ON THE FORTIETH  (40TH) DAY FOLLOWING  COMPLETION
           OF THE  REGULATION  S OFFERING OF THE  COMPANY  PURSUANT TO WHICH THESE
           SHARES  HAVE  BEEN  ISSUED,   WHICH  DAY  IS  NOVEMBER  25,  1997  (THE
           "RESTRICTED PERIOD").  THE CONVERTIBLE  DEBENTURES  REPRESENTED BY THIS
           CERTIFICATE  MAY FIRST BE CONVERTED INTO COMMON STOCK OF THE COMPANY ON
           NOVEMBER  26, 1997.  THE COMPANY WILL NOTIFY THE TRANSFER  AGENT OF THE
           DATE OF  COMPLETION  OF SUCH  OFFERING  AND OF THE  EXPIRATION  OF SUCH
           RESTRICTED PERIOD.
  
  
  No.  OCT-1                                                    US $
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                 5% CONVERTIBLE DEBENTURE DUE OCTOBER 16, 2000
  
           THIS  DEBENTURE  is one of a duly  authorized  issue of  Debentures  of
  Thermo-Mizer  Environmental  Corp.,  a corporation  duly  organized and existing
  under the laws of Delaware  (the  "Company")  designated  as its 5%  Convertible
  Debenture Due October 16, 2000, in an aggregate  principal  amount not exceeding
  Two Million Seven Hundred Fifty Thousand Dollars (U.S. $2,750,000).
  
       FOR VALUE RECEIVED, the Company promises to pay to___________________,. the
  registered  holder hereof and its  successors  and assigns (the  "Holder"),  the
  principal sum of Fifty Thousand
                                                           1
  
  <PAGE>
  
  
  
  Dollars  (US  $50,000)  on (three  years from the date  hereof)  (the  "Maturity
  Date"), and to pay interest on the principal sum outstanding,  at the rate of 5%
  per annum due and  payable  quarterly  in  arrears.  Accrual of  interest  shall
  commence  on the date  hereof and shall  continue  until  payment in full of the
  outstanding  principal  sum has been made or duly  provided for. The interest so
  payable will be paid to the person in whose name this  Debenture (or one or more
  predecessor  Debentures)  is registered on the records of the Company  regarding
  registration  and  transfers  of  the  Debentures  (the  "Debenture  Register");
  provided,  however,  that  the  Company's  obligation  to a  transferee  of this
  Debenture  arises only if such  transfer,  sale or other  disposition is made in
  accordance with the terms and conditions of the Offshore Securities Subscription
  Agreement  dated as of October 16, 1997  between the Company and the Holder (the
  "Subscription Agreement"). The principal of, and interest on, this Debenture are
  payable in such coin or currency of the United  States of America as at the time
  of payment is legal  tender for  payment  of public and  private  debts,  at the
  address last appearing on the Debenture Register of the Company as designated in
  writing  by the  Holder  hereof  from  time to time.  The  Company  will pay the
  outstanding  principal  of and all  accrued  and unpaid  interest  due upon this
  Debenture on the Maturity Date, less any amounts  required by law to be deducted
  or withheld, to the Holder of this Debenture as of the tenth (10th) day prior to
  the Maturity Date and addressed to such Holder at the last address  appearing on
  the Debenture Register.  The forwarding of such check shall constitute a payment
  of outstanding  principal and interest hereunder and shall satisfy and discharge
  the liability for principal and interest on this  Debenture to the extent of the
  sum represented by such check plus any amounts so deducted.
  
           This Debenture is subject to the following additional provisions:
  
           1. The  Debentures  are  issuable in  denominations  of Fifty  Thousand
  Dollars   (US$50,000)  and  integral  multiples  thereof.   The  Debentures  are
  exchangeable for an equal aggregate  principal amount of Debentures of different
  authorized denominations,  as requested by the Holders surrendering the same but
  not less than U.S. $25,000. No service charge will be made for such registration
  or transfer or exchange.
  
           2. The  Company  shall be entitled  to  withhold  from all  payments of
  principal  of, and  interest  on,  this  Debenture  any  amounts  required to be
  withheld  under the  applicable  provisions  of the United  States income tax or
  other applicable laws at the time of such payments.
  
           3. This Debenture has been issued subject to investment representations
  of the original purchaser hereof and may be transferred or exchanged in the U.S.
  only in compliance  with the  Securities Act of 1933, as amended (the "Act") and
  applicable  state securities laws. Prior to due presentment for transfer of this
  Debenture,  the  Company  and any agent of the  Company  may treat the person in
  whose name this Debenture is duly registered on the Company's Debenture Register
  as the owner hereof for the purpose of receiving  payment as herein provided and
  for all other  purposes,  whether or not this Debenture be overdue,  and neither
  the  Company  nor any such  agent  shall be  affected  or bound by notice to the
  contrary.  Any holder of this  Debenture,  electing  to n exercise  the right of
  conversion set forth in Section 4(a) hereof, in addition to the requirements set
  forth in  Section  4(a),  is also  required  to give  the  Company  (i)  written
  confirmation that it is not a U.S. Person and the
  
                                                           2
  
  <PAGE>
  
  
  
  Debenture  is not  being  converted  on  behalf  of a U.S.  Person  ("Notice  of
  Conversion") or (ii) an opinion of U.S. counsel to the effect that the Debenture
  and shares of common stock issuable upon conversion thereof have been registered
  under the 1933 Act or are exempt from such  registration.  In the event , either
  (i) Notice of  Conversion,  or (ii) an opinion of counsel is not  provided,  the
  Holder  hereof  will not be  entitled  to  exercise  the  right to  convert  the
  Debentures pursuant to Section 4(a) herein.
  
           4. (a) The Holder of this Debenture is entitled,  at its option, at any
  time commencing 41 days after issue hereof to convert any or all of the original
  principal amount of this Debenture into shares of common stock,  $0.01 par value
  per share, of the Company (the "Common  Stock"),  at a conversion price for each
  share of Common  Stock equal to Seventy  Percent  (70%) of the Market  Price (as
  defined below) of the Company's Common Stock. For purposes of this Section 4(a),
  the "Market  Price"  shall be the lower of (a) the average  closing bid price of
  the  Common  Stock for the five (5)  business  days  immediately  preceding  the
  conversion  date or (b) the average of the closing bid price of the Common Stock
  for the five (5) business days immediately preceding the date of Subscription by
  the  Holder as  reported  by the  National  Association  of  Securities  Dealers
  Automated  Quotation System ("NASDAQ").  Such conversion shall be effectuated by
  surrendering  the  Debentures  to be  converted  (with a copy,  by  facsimile or
  courier,  to the  Company) to the  Company  with the form of  conversion  notice
  attached  hereto  as  Exhibit  I,  executed  by the  Holder  of  this  Debenture
  evidencing  such  Holder's  intention to convert  this  Debenture or a specified
  portion (as above provided) hereof,  and accompanied by proper assignment hereof
  in blank.  Accrued  but  unpaid  interest  shall be subject  to  conversion.  No
  fractional  shares or scrip  representing  fractions of shares will be issued on
  conversion,  but the number of shares  issuable  shall be rounded to the nearest
  whole share,  with the fraction  paid in cash at the  discretion of the Company.
  The date on which notice of  conversion  is given shall be deemed to be the date
  on which the Holder has delivered this  Debenture,  with the  conversion  notice
  duly executed,  to the Company or, if earlier, the date set forth in such notice
  of  conversion  if the  Debenture  is received  by the  Company  within five (5)
  business days thereafter.
  
       Delivery of the shares of Common Stock shall be made to the Holder within 5
  business  days of receipt of Notice of  Conversion  provided that the Holder has
  submitted all necessary  documents duly executed and in proper form required for
  conversion.
  
  
  
                    (b)  Notwithstanding  the  provisions of paragraph 4(a) hereof
  including,  but not  limited  to the prior  delivery  of the  conversion  notice
  referred to therein,  the Company is entitled,  at its option, by written notice
  to the Holder to redeem part or all of the Debentures 45 days after issue hereof
  to the e x tent that  conversion  of any of the  Debentures  would result in the
  issuance by the Company of common shares in excess of 19.99% of the total issued
  common  shares to any single holder of Debentures or "group" of holders (as such
  term is used in Section 13 of the Securities  Exchange Act of 1934) by paying to
  the Holder  thereof an amount equal to the product of (i) the Market Price,  and
  (ii) the higher number of shares of Common Stock that would be issuable for such
  Debentures  pursuant to the  calculations  in paragraph 4(a). Such payment shall
  include accrued interest to such date, and shall be less any amounts required by
  law to be deducted or withheld. Such
  
                                                           3
  
  <PAGE>
  
  
  
  payment shall be made by delivering immediately available funds in United States
  Dollars by wire transfer to the Holder,  or if no wiring  instructions have been
  provided to the Company,  by cashier's or certified check to the last address of
  Holder  appearing on the Debenture  Register,  within 30 days of the date of the
  Company's notice to the holder of the Company's  intention to redeem all or part
  of the  Debentures.  The  wiring of such funds or the  forwarding  of such check
  shall  constitute  a payment  of  principal  and  interest  hereunder  and shall
  automatically  satisfy and discharge the liability for principal and interest on
  this  Debenture to the extent of the sum  represented by such wire or check plus
  any amount so deducted.
  
           5. No provision of this Debenture  shall alter or impair the obligation
  of the Company,  which is absolute and  unconditional,  to pay the principal of,
  and interest on, this  Debenture at the time,  place,  and rate, and in the coin
  currency, herein prescribed.
  
           6. The Company  hereby  expressly  waives  demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
           7.  The  Company  agrees  to pay  all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Debenture.
  
           8. If one or more of the following  described "Events of Default" shall
  occur:
  
       (a) The Company  shall  default in the payment of  principal or interest on
  this Debenture; or
  
  
       (b) Any of the representations or warranties made by the Company herein, in
  the Subscription  Agreement, or in any certificate or financial or other written
  statements  heretofore or hereafter  furnished by or on behalf of the Company in
  connection with the execution and delivery of this Debenture or the Subscription
  Agreement shall be false or misleading in any material respect at the time made;
  or
  
  
       (c) The Company shall fail to perform or observe,  in any material respect,
  any other covenant, term, provision,  condition,  agreement or obligation of the
  Company  under this  Debenture  and such failure  shall  continue  uncured for a
  period of seven (7) days after notice from the Holder of such failure; or
  
  
       (d) The  Company  shall (1)  become  insolvent;  (2) admit in  writing  its
  liability to pay its debts generally as they mature;  (3) make an assignment for
  the benefit of creditors or commence  proceedings  for its  dissolution;  or (4)
  apply for or 4
  
  <PAGE>
  
  
  
       consent to the appointment of a trustee,  liquidator or receiver for its or
  for a substantial part of its property or business, or
  
  
       (e) A trustee, liquidator or receiver shall be appointed for the Company or
  for a substantial part of its property or business without its consent and shall
  not be discharged within thirty (30) days after such appointment; or
  
  
       (f) Any governmental  agency or any court of competent  jurisdiction at the
  instance of any governmental agency shall assume custody or control of the whole
  or any substantial  portion of the properties or assets of the Company and shall
  not be dismissed within thirty (30) days thereafter; or
  
  
       (g) Any money judgment,  writ or warrant of attachment,  or similar process
  in excess of One Hundred Thousand  ($100,000)  Dollars in the aggregate shall be
  entered or filed  against the Company or any of its  properties  or other assets
  and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
  (15) days or in any  event  later  than  five (5) days  prior to the date of any
  proposed sale thereunder; or
  
  
       (h) Bankruptcy,  reorganization,  insolvency or liquidation  proceedings or
  other  proceedings for relief under any bankruptcy law or any law for the relief
  of debtors  shall be  instituted  by or against the Company  and, if  instituted
  against the Company,  shall not be dismissed  within thirty (30) days after such
  instruction of the Company shall by any action or answer approve of, consent to,
  or acquiesce in any such  proceedings or admit the material  allegations  of, or
  default in answering a petition filed in any such proceeding; or
  
  
       (i) The Company's Common Stock is no longer listed on Nasdaq Smallcap.
  
  
  Then, or at any time  thereafter,  and in each and every such case,  unless such
  Event of Default  shall have been waived in writing by the Holder  (which waiver
  shall not be deemed to be a waiver of any  subsequent  default) at the option of
  the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
  Debenture immediately due and payable,  without presentment,  demand, protest or
  notice of any kinds, all of which are hereby expressly  waived,  anything herein
  or in any note or other instruments  contained to the contrary  notwithstanding,
  and the Holder may immediately,  and without  expiration of any period of grace,
  enforce any and all of the Holder's  rights and remedies  provided herein or any
  other rights or remedies afforded by law.
  
           9. This  Debenture  represents a general  unsecured  obligation  of the
  Company.  No recourse  shall be had for the payment of the  principal of, or the
  interest  on, this  Debenture,  or for any claim based  hereon,  or otherwise in
  respect hereof, against any incorporator,  shareholder,  officer or director, as
  such,  past,  present or future,  of the Company or any  successor  corporation,
  whether by
  
                                                           5
  
  <PAGE>
  
  
  
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
           10. The Holder of this  Debenture,  by acceptance  hereof,  agrees that
  this  Debenture is being  acquired for  investment and that such Holder will not
  offer, sell or otherwise dispose of this Debenture or the Shares of Common Stock
  issuable upon exercise thereof except under  circumstances which will not result
  in a violation of the Act or any  applicable  state Blue Sky law or similar laws
  relating to the sale of securities.
  
           11. As set forth herein,  the Company shall use all reasonable  efforts
  to issue and  deliver,  within  five (5)  business  days  after the  Holder  has
  fulfilled all conditions and submitted all necessary documents duly executed and
  in proper form required for conversion  (the  "Deadline"),  to the Escrow Agent,
  such number of common shares  issued free of a  restrictive  legend as Holder is
  entitled subject to such conversion  notice  submitted  pursuant to calculations
  derived from the formula outlined in Paragraph 4(a) of the Form of Debenture.
  
                    The Company  understands  that a delay in the  issuance of the
  Shares of Common Stock beyond the Deadline  could result in economic loss to the
  Holder.  As  compensation to the Holder for such loss, the Company agrees to pay
  as liquidated  damages to the Holder for late issuance of Shares upon conversion
  in  accordance  with the  following  schedule  (where "No Business Days Late" is
  defined as the number of business  days beyond five (5) business  days) from the
  date of receipt by the Company or Escrow Agent of a Notice of  Conversion of all
  necessary   documentation   duly  executed  and  in  proper  form  required  for
  conversion,  including the original Debenture to be converted, all in accordance
  with the debenture and Subscription Agreement.
  
  No. Business Days Late:                          Liquidated Damages per $100,000
  --------------------------------------------------------------------------------
  
  1                                                    $500.00
  
  2                                                    $1,000.00
  
  3                                                    $1,500.00
  
  4                                                    $2,000.00
  
  
  
  
  
  
  
  
  
                                                           6
  
  <PAGE>
  
  
  
  No. Business Days Late:                          Liquidated Damages per $100,000
  --------------------------------------------------------------------------------
  
  5                                                    $2,500.00
  
  6                                                    $3,000.00
  
  7                                                    $3,500.00
  
  8                                                    $4,000.00
  
  9                                                    $4,500.00
  
  10                                                   $5,000.00
  
  11                                                   $5,000.00 plus $1,000 each
                                                        Business Day Late
                                                        Beyond 10 Days
  
                    The  Company  shall  pay the  Holder  any  liquidated  damages
  incurred  under this  Section by check upon the earlier to occur of (i) issuance
  of the Shares to the Holder or (ii) each monthly  anniversary  of the receipt by
  the Company of such Holder's Notice of Conversion.
  
                    Notwithstanding the foregoing,  nothing herein shall limit the
  Holder's right to pursue actual  damages for the Company's  failure to issue and
  deliver shares of Common Stock to the Holder in accordance with the terms of the
  Debenture.
  
           12.  In case  any  provision  of this  Debenture  is held by a court of
  competent  jurisdiction  to be  excessive  in  scope  or  otherwise  invalid  or
  unenforceable, such provision shall be adjusted rather than voided, if possible,
  so that it is enforceable to the maximum extent  possible,  and the validity and
  enforceability of the remaining provisions of this Debenture will not in any way
  be affected or impaired thereby.
  
           13. This  Debenture and the  agreements  referred to in this  Debenture
  constitute the full and entire  understanding  and agreement between the Company
  and the Holder with respect to the subject  hereof.  Neither this  Debenture nor
  any term hereof may be amended, waived, discharged or terminated other than by a
  written instrument signed by the Company and the Holder.
  
           14. This  Debenture  shall be governed by and  construed in  accordance
  with the laws of New Jersey.
  
  
  
                                                           7
  
  <PAGE>
  
  
  
           IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  
  Dated:
  
  
                                         THERMO-MIZER ENVIRONMENTAL CORP.
  
  
                                         By:
  
                                       Title:
  
  
  
  
                                                           8
  
  <PAGE>
  
  
  
                                                       EXHIBIT I
  
                                                 NOTICE OF CONVERSION
  
       (To be Executed by the Registered Holder in order to Convert the Debenture)
  
  
       The undersigned hereby irrevocably elects to convert  $_____________ of the
  above   Debenture   No.  ___  into  Shares  of  Common  Stock  of   Thermo-Mizer
  Environmental  Corp.  (the  "Company")  according to the conditions set forth in
  such Debenture, as of the date written below.
  
  
       The  undersigned  represents  that it is not a U.S.  Person as  defined  in
  Regulation S promulgated  under the Securities  Act of 1933, as amended,  and is
  not   converting   the   Debenture  on  behalf  of  any  U.S.   Person  and  the
  representations contained int he Subscription Agreement are true.
  
  Date of Conversion 1
  
  Applicable Conversion Price
  
  Signature
                                       [Name]
  
  Address:
  
  
  
  
  
  
  
  
  
  
  
  thermomi\regs\debentur41.14
  
  --------
  1 This  original  Debenture  and Notice of  Conversion  must be  received by the
  Company by the fifth business date following the Date of Conversion.
  
                                                           9
  
  <PAGE>
  
  
  
  
  
  
  
  <PAGE>
  
  
  EXHIBIT 10.30 CONVERTIBLE NOTE PURCHASE AGREEMENT BETWEEN THE COMPANY AND
                NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997, WITH FORM OF
                CONVERTIBLE PROMISSORY NOTE EXECUTEDD BY THE COMPANY IN FAVOR OF
                NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
  CONVERTIBLE NOTE PURCHASE AGREEMENT
  
  
           Section  1.  Purchase  and Sale of Note.  On the date  hereof,  Norwood
  Venture Corp. ("NVC") agrees to purchase from Thermo-Mizer  Environmental Corp.,
  a Delaware  corporation (the "Company"),  and the Company agrees to sell to NVC,
  for $500,000,  the Company's  12%  Convertible  Note due November 1, 2002 in the
  principal amount of $500,000 (the "Note").  The Note is to be secured by (a) the
  pledge of certain  Collateral  described in a General  Security  Agreement  (the
  "Company  Security  Agreement")  executed by the Company in favor of NVC and (b)
  the Guaranty (the "Guaranty") of Laminaire Corporation, a New Jersey corporation
  all of the  outstanding  capital  stock of which  is owned by the  Company.  The
  Guaranty  is to be secured by the pledge of certain  Collateral  described  in a
  General  Security  Agreement (the "Laminaire  Security  Agreement";  the Company
  Security  Agreement  and the  Laminaire  Security  Agreement  being  hereinafter
  referred to collectively as the "Security  Agreements") executed by Laminaire in
  favor of NVC. The form of the Note is attached hereto as Exhibit A. The purchase
  and  sale  of  the  Note  is  subject  to  the  agreements,  and  based  on  the
  representations and warranties, set forth in this Agreement.
  
  
       Section 2. Representations. The Company represents and warrants as follows:
  
           (a) Each of the Company and Laminaire is a corporation  duly organized,
  validly  existing  in  good  standing  under  the  laws  of  the  state  of  its
  incorporation  and has all requisite  corporate  power and authority to carry on
  its business as now conducted,  to execute,  deliver and perform its obligations
  under the Closing  Documents  (defined  below)  executed by and to carry out the
  transactions contemplated by the Closing Documents (the "Transactions"). In this
  Agreement, "Closing Documents" means this Agreement, the Note, the Guaranty, the
  General Security  Agreements and the UCC-1 financing  statements (the "Financing
  Statements") being executed by the Company and/or Laminaire in favor of NVC.
  
           (b)  The  execution,  delivery  and  performance  by  the  Company  and
  Laminaire  of the  Closing  Documents  executed  by the  Company  and  Laminaire
  respectively  have been duly  authorized  by the Company and  Laminaire,  do not
  necessitate  the obtaining of any consent,  the making of any filing (except the
  filing of the Financing  Statements and the filing  contemplated by Section 8 of
  this  Agreement) or the  satisfaction  of any similar  requirement  and will not
  contravene  the  certificate  of  incorporation  or  by-laws  of the  Company or
  Laminaire  (true  copies of which have been  furnished  to NVC),  or any permit,
  agreement,  instrument,  law,  regulation or court  determination  affecting the
  Company or Laminaire or create any  encumbrance  on the Company's or Laminaire's
  assets which does not secure the  obligations  of the Company on the Note or the
  obligations of Laminaire under the Guaranty.
  
           (c) The Closing Documents are the Company's and Laminaire's  respective
  legal, valid and binding obligations enforceable in accordance with their terms.
  
           (d)  There  are  no  pending  or  threatened  investigations  or  legal
  proceedings which question
  
  
  <PAGE>
  
  
  
  the  Transactions  or which  would,  if  adversely  determined,  have a material
  adverse  effect on the  Company  or any entity  which the  Company  directly  or
  indirectly controls (any entity now or hereafter so controlled being hereinafter
  referred to as a "Subsidiary").
  
           (e) The Company has duly reserved for issuance to NVC the shares of its
  $.001 par value Common Stock ("Common Stock") into which the Note is convertible
  and any such shares issued on such conversion  will, on issuance,  be fully paid
  and non-assessable.
  
           (f) On the date hereof and after the purchase of the Note, no event has
  or will have  occurred  which with the giving of notice or lapse of time or both
  would constitute one or more of the events specified in Section 5 (a "Default").
  
           (g) On or before the date  hereof,  pursuant to the terms of  documents
  (the "Laminaire and Financing  Documents")  submitted to NVC herewith and listed
  on Exhibit B, (i) the Company has acquired all the outstanding  capital stock of
  Laminaire and (ii) received not less than  $2,000,000  from the issuance  during
  the  months  of  August,  1997,  September,  1997  and  October,  1997 of  notes
  convertible to shares of its Common Stock (the "Other Notes").
  
           (h) Except for the  Transactions  and as set forth in the Laminaire and
  Financing Documents,  (i) no event has occurred and no circumstance exists which
  the  Company  is  required  on the date  hereof,  or which the  Company  will be
  required hereafter with the lapse of time, to disclose in filings required to be
  made with the Securities and Exchange Commission (the "SEC"),  other than events
  or circumstances  which the Company has already  disclosed in such filings (true
  copies  of which  have  been  given  by the  Company  to NVC) and the  financial
  information  which will be filed with the SEC  promptly  after the  execution of
  this  Agreement  in  substantially  the form  submitted to NVC herewith and (ii)
  since  March 31,  1997,  (A)  nothing  has  occurred  or  failed to occur  which
  occurrence or failure has, or can  reasonably be anticipated to have, a material
  adverse  effect upon the  condition,  assets or  prospects of the Company or its
  Subsidiaries  (together,  the Company's "Financial Condition") except for losses
  in the  ordinary  course  of  business  and  (B)  neither  the  Company  nor any
  Subsidiary has incurred any indebtedness for borrowed money other than the Other
  Notes or the  indebtedness to Garay LLC described in the Laminaire and Financing
  Documents or $200,000 borrowed from Frank Pinella.
  
  
           Section 3. Affirmative Covenants. The Company will:
  
           (a)  Comply  with  all  laws,  regulations,  court  determinations  and
  permits, and comply with the terms of all agreements, the failure to comply with
  which  could  have a material  adverse  effect on the  Company or its  Financial
  Condition.
  
           (b) Maintain a system of accounting  and keep such books and records as
  shall be necessary to provide (a) the financial statements which the Company is,
  on the date hereof,  required to provide pursuant to Federal securities laws and
  (b) the financial statements required
  
                                                       - 2 -
  
  <PAGE>
  
  
  
  by this Agreement.  The Company shall provide NVC with such financial statements
  whether or not the Company  continues to be required to furnish such  statements
  pursuant to Federal securities laws.
  
           (c) Use the  proceeds  from the sale of the Note to NVC for the partial
  payment of the purchase price of all the outstanding capital stock of Laminaire,
  the repayment of outstanding  indebtedness of Laminaire to CoreStates  Bank, the
  working capital of the Company and Laminaire and to pay, on the date hereof, (a)
  the  reasonable  fees of  NVC's  counsel  (in the  amount  of  $10,000)  for the
  negotiation  and  preparation  of the Closing  Documents and (b) the $50,000 fee
  which is  payable by the  Company to  Monetary  Advancement  International  Inc.
  ("MAI") for arranging the purchase and sale of the Note. The Company  authorizes
  NVC, and NVC agrees,  to withhold  $60,000 of the purchase price and to pay such
  fees directly to NVC's counsel and MAI from the amount so withheld.
  
           (d) Maintain such  insurance as is required by law, as is customary for
  companies  engaged in similar  businesses or as may be  reasonably  requested by
  NVC.
  
           (e) Provide (i) prompt written notice of any Default and (ii) promptly,
  such other information concerning its business as NVC shall reasonably request.
  
           (f)  Permit NVC or its  representatives  to (i) visit and  inspect  any
  properties  in which the Company  might have an interest,  (ii) inspect and make
  extracts  from the  Company's  books and records,  including  but not limited to
  management letters prepared by the Company's  independent  accountants and (iii)
  discuss with the Company's  principal  officers and its independent  accountants
  the Company's Financial Condition.
  
           (g) Prior to the date on which the Note is paid in full, engage only in
  the areas of business in which the Company and Laminaire are now engaged.
  
           (h) Cause each of its Subsidiaries to comply with Sections 3 and 4 (not
  including  clauses (i), (j) and (k) of this Section 3) as if it were the Company
  referred to therein.
  
           (i) Continue to reserve and keep  available  for issuance on conversion
  of the Note the number of shares of Common Stock and other securities into which
  such Note is convertible.
  
           (j) Maintain the Company's listing on the NASDAQ Small Cap Market.
  
           (k)  Furnish  to the  Company  before  the end of each week a  detailed
  report (in the form previously  furnished to NVC) of its receivables and the age
  thereof as of the end of the preceding  week and maintain (a) total  receivables
  in an amount at least equal to 175% of the outstanding  principal  amount of the
  Note and (b)  receivables  which have been  outstanding  less than 90 days in an
  amount  equal to 100% of the  outstanding  principal  amount  of the  Note.  The
  Company shall, to the extent necessary to comply with this clause (k),  promptly
  prepay the Note.
  
                                                       - 3 -
  
  <PAGE>
  
  
  
  
  
           Section 4. Negative Covenants. The Company will not:
  
           (a) Lend money or extend  credit,  or make or permit to be  outstanding
  loans or advances by it, to any individual or entity ("Person").
  
           (b)  Declare,  pay or make any  dividend or other  distribution  on any
  shares of its capital stock or redeem, retire, purchase or acquire,  directly or
  indirectly,  any shares of its capital  stock now or  hereafter  outstanding  or
  return any capital to its stockholders.
  
           (c) Merge or consolidate with any other business  entity,  liquidate or
  wind up its business,  or sell, lease,  transfer or otherwise dispose of, all or
  substantially all of its assets.
  
           (d)  Suffer  or  permit  any  diversion  for  personal  benefit  by its
  officers, directors or shareholders of opportunities in the areas of business in
  which the Company is at the time engaged.
  
  
           Section 5. Defaults.  Any of the following  events shall cause the Note
  and accrued and unpaid  interest  thereon to become  immediately due and payable
  (in which case the Company shall pay all expenses,  including  attorneys'  fees,
  incurred by NVC in the collection thereof):
  
           (a) The Company shall fail to make,  when due, any payment of principal
  and/or interest in accordance with the terms of the Note or Laminaire shall fail
  to make, when due, any payment required by the Guaranty.
  
           (b) Any  representation or warranty made by the Company or Laminaire in
  any Closing Document or in any document  delivered  pursuant thereto shall prove
  to have been incorrect or misleading in any material respect when made.
  
           (c) The Company shall cease to maintain its corporate  existence,  fail
  to perform any  covenant in Section 4 or fail for a period of 30 days to perform
  any covenant in Section 3 or the Company or Laminaire  shall fail to perform any
  other  covenant (not  including the covenant by the Company to pay principal and
  interest on the Note or the  covenant of Laminaire  to make  payments  under the
  Guaranty) contained in any Closing Document.
  
           (d) The Company or  Laminaire  shall fail to pay when due and  payable,
  the principal of or interest on any  indebtedness  for borrowed money other than
  the indebtedness represented by the Note.
  
           (e) The Company or Laminaire  shall default in the payment when due, or
  in the  performance or observance,  of any other  obligation or condition of any
  Closing Document or any other material contract.
  
                                                       - 4 -
  
  <PAGE>
  
  
  
  
           (f) The Company or  Laminaire  shall  commence a  voluntary  case under
  Federal  bankruptcy laws, file a petition seeking to take advantage of any other
  laws  relating  to  bankruptcy,  insolvency,   reorganization,   winding  up  or
  composition or adjustment of debts,  fail to contest in a timely and appropriate
  manner,  or fail to have discharged  within 60 days, any proceedings  against it
  under such laws,  admit in writing its  inability  to pay, or  generally  not be
  paying,  its debts as they  become  due,  or make a general  assignment  for the
  benefit of creditors.
  
           (g) Any  Closing  Document  shall be held,  or shall be  claimed by any
  person or entity which is a party thereto (other than NVC), to be invalid or not
  to have full force and effect.
  
  
           Section 6.  Termination.  The provisions of Sections 4(a), (b), (c) and
  (k) shall terminate on such date as the Note ceases to be outstanding whether as
  a result of the payment  thereof in full or the conversion  thereof in full. The
  other  provisions of Section 4 and the  provisions of Section 3 shall  terminate
  thereafter  at such  time as NVC  shall  cease to own any  capital  stock of the
  Company acquired by it on conversion of the Note.
  
  
           Section 7.  Representation  of NVC. NVC  represents and warrants to the
  Company that it is acquiring the Note for its own account for investment and not
  with a view to the  resale or  distribution  thereof or of the  securities  into
  which  the  Note  is  convertible,   absent  appropriate  registration  of  such
  securities under applicable securities laws.
  
           Section 8  Registration.
  
           Section 8.1 Best Efforts; Liquidated Damages. The Company shall use its
  best efforts to (a) effect,  at the earliest  possible date,  the  registration,
  under the Securities Act of 1933 (the "Securities  Act"), of all securities into
  which the Note is  convertible,  (b) keep such  registration  effective for such
  period or  periods of time (not to exceed two years) as to permit NVC to dispose
  of all of such securities in the public market therefor, (c) furnish to NVC such
  numbers of copies of such  current  prospectus  and other  documents  as NVC may
  reasonably  require in order to facilitate the  disposition of such  securities,
  (d) register and qualify such  securities  under such other  securities or "Blue
  Sky" laws of such  jurisdictions  as shall be  reasonably  requested by NVC, (e)
  notify NVC  immediately  of the  happening of any event as a result of which any
  such prospectus  includes an untrue statement of material fact or omits to state
  a  material  fact  required  to be  stated  therein  or  necessary  to make  the
  statements  therein not misleading in light of the circumstances  then existing,
  (f) update and or correct any such  prospectus  as  necessary  and (g) list such
  securities  with any  national  market  or  securities  exchange  on which  such
  securities are then listed. Such registration shall be effected by the filing of
  one  or  more  registration  statements  on  Form  S-3  (or,  if  such  form  is
  unavailable,  on such other form as is necessary to obtain similar  registration
  and permit free  disposition of such  securities by NVC to the public).  If such
  registration  is not effective by the 90th day following the date hereof,  or if
  following such 90th day the effectiveness of such registration is suspended or a
  current prospectus meeting the
  
                                                       - 5 -
  
  <PAGE>
  
  
  
  requirements  of Section 10 of the  Securities Act is not available for delivery
  by NVC, the Company shall pay NVC as liquidated  damages  promptly at the end of
  each thirty day period  thereafter an amount equal to $10,000  multiplied by the
  percentage of the days during such thirty day period that such  registration was
  not in effect or the effectiveness  thereof was suspended or such prospectus was
  unavailable.
  
           Section 8.2 Expenses.  The costs and expenses (other than  underwriting
  discounts or  commissions) of all  registrations  and  qualifications  under the
  Securities  Act, and of all other actions,  that the Company is required to take
  or effect  pursuant to this Agreement  shall be paid by the Company  (including,
  without limitation,  all registration and filing fees, printing expenses,  costs
  of  special  audits  incident  to  or  required  by  any  such  registration  or
  qualification,  and fees and  disbursements  of counsel  for the Company and the
  reasonable fees and  disbursements  of one counsel for NVC and any other holders
  of shares being registered pursuant to the same registration statement).
  
     Section 8.3 Indemnification.  (a) In the event of a registration of
  securities required by this Agreement, the Company shall:
  
                    (1) indemnify  and hold harmless NVC and each Person,  if any,
           who controls NVC within the meaning of the Securities Act,  against any
           losses,  claims,  damages,  expenses  (including  attorneys'  fees), or
           liabilities (or actions in respect thereof) under the Securities Act or
           otherwise,  that arise out of or are based upon any untrue statement or
           alleged  untrue  statement of any material  fact  contained in any such
           registration statement, any preliminary prospectus or final prospectus,
           or any  amendment or supplement  thereto,  or arise out of or are based
           upon the omission or alleged  omission to state therein a material fact
           required  to be stated  therein  or  necessary  to make the  statements
           therein not  misleading,  or any other  violation of law by the Company
           with respect thereto, and
  
                    (2)  reimburse  NVC and each such  controlling  Person for any
           legal or other expenses  reasonably incurred by NVC or such controlling
           Person in  connection  with  defending  against  any such loss,  claim,
           damage, expense, liability or action (together,"Losses");
  
  provided,  however, that the Company shall not be liable to NVC or to any Person
  who  controls NVC within the meaning to the  Securities  Act in any such case to
  the extent that any such Loss arises out of or is based upon an untrue statement
  or alleged  untrue  statement or omission or alleged  omission  made in any such
  registration  statement,  preliminary  prospectus  or final  prospectus,  or any
  amendment or supplement thereto, in reliance upon and in conformity with written
  information furnished by NVC or such controlling Person expressly for use in the
  preparation thereof.
  
       (b)  In  the  event  of a  registration  of  securities  pursuant  to  this
  Agreement, NVC shall
                                                       - 6 -
  
  <PAGE>
  
  
  
                    (1)  indemnify  and hold  harmless  the  Company,  each of its
           directors,  each of its officers who have signed any such  registration
           statement,  and any Person who controls the Company  within the meaning
           of the Securities  Act,  against any Losses to which the Company or any
           such director,  officer or controlling Person may become subject, under
           the Securities Act or otherwise, insofar as such Losses arise out of or
           are based upon any untrue or alleged  untrue  statement of any material
           fact  contained  in  any  such  registration   statement,   preliminary
           prospectus or final prospectus, or any amendment or supplement thereto,
           or arise out of or are based upon the omission or the alleged  omission
           to state  therein a  material  fact  required  to be stated  therein or
           necessary to make the statements  therein not misleading,  or any other
           violation  of law by NVC  with  respect  thereto,  in each  case to the
           extent,  but only to the extent,  that such untrue statement or alleged
           untrue  statement  or  omission  or alleged  omission  was made in such
           registration statement,  preliminary prospectus or final prospectus, or
           amendment  or  supplement,  in  reliance  upon and in  conformity  with
           written  information  furnished  by  NVC  for  use in  such  disclosure
           documents, and
  
                    (2)  reimburse  the Company or any such  director,  officer or
           controlling Person for any legal or other expenses  reasonably incurred
           by it or him in connection with defending against any such Loss.
  
           (c) Promptly after receipt by an  indemnified  party under this Section
  8.3 of  notice  of the  commencement  of any  action  which  may  involve a Loss
  indemnified  hereunder,  such  indemnified  party  shall,  if a claim in respect
  thereof is to be made  against an  indemnifying  party under this  Section  8.3,
  notify the indemnifying party of the commencement  thereof,  but the omission so
  to notify the indemnifying party shall not relieve it from any liability that it
  may have to any  indemnified  party  except,  and then only,  to the extent such
  indemnifying party is prejudiced by such omission.
  
           (d) In case any Action is brought against any indemnified party, and it
  notifies an indemnifying  party of the  commencement  thereof,  the indemnifying
  party shall be entitled to  participate  in and, to the extent that it may wish,
  jointly with any other indemnifying party similarly notified, assume the defense
  thereof, with counsel reasonably  satisfactory to such indemnified party. In the
  event  the  indemnifying  party  gives  notice to the  indemnified  party of its
  election so to assume the defense thereof,  the indemnifying  party shall not be
  liable to such  indemnified  party under this Section 8.3 for any legal or other
  expenses  subsequently incurred by such indemnified party in connection with the
  defense thereof subsequent to the date of such notice.
  
           Section  8.4.  Assignability.  NVC's  rights  to cause the  Company  to
  register  securities  pursuant  to this  Agreement  may be  assigned by NVC to a
  transferee or assignee.  Within a reasonable time after such transfer, NVC shall
  notify the Company of the name and address of any such  transferee  or assignee,
  and the  securities  with  respect to which such  registration  rights are being
  assigned.
  
                                                       - 7 -
  
  <PAGE>
  
  
  
  
           Section  8.5 Other  Registrations.  Except as set forth on  Exhibit  C,
  until the  registration  required by this  Agreement  has been  effective  for a
  period of 120 days, the Company will not register any other securities for sale,
  grant to any Person the right to have the Company effect such a registration  of
  securities or sell any Common Stock or any securities similar thereto at a price
  which is less than the price at which the  obligations  represented  by the Note
  are  convertible  to shares of Common  Stock.  The Company  shall not permit the
  holders of any  securities of the Company to include any of their  securities in
  any  registration  statement  filed by the Company  pursuant  to this  Agreement
  unless such inclusion will not reduce the amount of the securities registered or
  sold by NVC thereunder.
  
  
           Section 9.  Notices.  All notices and other  communications  under this
  Agreement shall (a) be in writing,  (b) be sent by registered or certified mail,
  postage  prepaid,  return  receipt  requested,  delivered  by  hand  or  sent by
  facsimile machine  transmission  (with facsimile  machine  verification and hard
  copy  received by one of the other methods  permitted  under this Section 9) and
  (c) be given at the following respective addresses:
  
                    (i)      if to the Company, to it at:
  
                             528 Oritan Avenue
                             Ridgefield, New Jersey 07657
                             Facsimile No.: (201) 941-5821
  
                             with a copy to:
  
                             Steven W. Schuster, Esq.
                             McLaughlin & Stern, LLP
                             260 Madison Avenue
                             New York, New York 10016
                             Facsimile No.: (212) 448-0066
  
               (ii) if to NVC, to it at:
  
                             Suite 1607
                             1430 Broadway
                             New York, New York 10018
                             Facsimile No.: (212) 869-5331
  
  with a copy to: DeForest & Duer, 90 Broad Street, New York, New York 10004,
  Attn.: Arthur A. Lane, Facsimile No.: (212) 425-7593.
  
                    The  address  of any party may be  changed  by such party by a
  notice to the other party  specifically  captioned  "Notice of Change of Address
  Pursuant to Section 9". All notices
  
                                                       - 8 -
  
  <PAGE>
  
  
  
  and other  communications  shall be effective (i) if given by mail, on the third
  business day after such  communication  is  deposited in the mail,  addressed as
  above provided,  (ii) if given by hand delivery, when left at the address of the
  addressee  as  above  provided,   and  (iii)  if  given  by  facsimile   machine
  transmission,  upon  facsimile  machine  verification  of  receipt,  except that
  notices of a change of address shall not be effective until  received.  No other
  method of giving notice is hereby precluded.
  
  
       Section 10. Waiver of Jury Trial.  The Company  waives trial by jury in any
  judicial proceeding arising out of or involving the Transactions.
  
       Section  11.  Governing  Law.  This  Agreement  shall be  governed  by, and
  construed in accordance with, the laws of the State of New York.
  
           IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
  executed by their duly authorized officers as of the date specified below.
  
  Dated: October 16, 1997
                                         THERMO-MIZER ENVIRONMENTAL CORP.
  
  
  
                                         By:
  
  
                                                       NORWOOD VENTURE CORP.
  
  
  
                                         By:
  
  
                                                       - 9 -
  
  <PAGE>
  
  
  
  
                                                       EXHIBIT A
  
                                                     FORM OF NOTE
  
  
           THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
           REGISTERED OR QUALIFIED  UNDER THE SECURITIES LAWS OF ANY STATE AND MAY
           NOT BE  TRANSFERRED IN VIOLATION OF SUCH ACT OR SUCH LAWS, OR THE RULES
           AND REGULATIONS THEREUNDER.
  
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                                 12% Convertible Note
  
  
  $500,000                                    New York, New York
                                                                October 16, l997
  
                    FOR   VALUE   RECEIVED,    the    undersigned,    THERMO-MIZER
  ENVIRONMENTAL CORP., a Delaware corporation (the "Company"),  hereby promises to
  pay to the  order  of  NORWOOD  VENTURE  CORP.  at its  office  located  at 1430
  Broadway,  New York, New York 10018,  the principal sum of FIVE HUNDRED THOUSAND
  AND NO/100 DOLLARS ($500,000) in lawful money of the United States of America on
  or before  November 1, 2002 and to pay interest on the unpaid  principal  amount
  hereof from the date hereof until such principal  amount is paid in full, at the
  rate of 12% per annum,  which rate shall be calculated on the basis of a 360-day
  year and actual days elapsed.  Overdue principal and (to the extent permitted by
  law) overdue  interest  shall bear interest at the rate of 14 percent per annum,
  calculated in the same manner,  payable on demand.  Nothing  herein shall at any
  time require the Company to pay interest at a rate in excess of the maximum rate
  permitted by applicable law.
  
                    Interest  shall be  payable on the last  business  day of each
  calendar quarter, commencing December 31, 1997 until the entire principal amount
  hereof is paid in full and on each other date on which a payment of principal is
  made. The Company shall pay  $41,666.66 of the principal  amount of this Note on
  the last business day of each March,  June,  September and December,  commencing
  December, 1999, until this Note is paid in full.
  
                    This  Note  is  the  Note  (the  "Note")  referred  to in  the
  Convertible  Note  Purchase  Agreement  dated  October 16,  l997 (the  "Purchase
  Agreement")  among the Company and Norwood Venture Corp. The Purchase  Agreement
  provides,  among other things, for the acceleration of the maturity of this Note
  upon the happening of certain events as set forth in the Purchase Agreement. The
  Note is secured by Collateral pursuant to a General Security
  
                                                       - 1 -
  
  <PAGE>
  
  
  
  Agreement  executed by the Company and a Guaranty (the  "Guaranty")  executed by
  Laminaire  Corporation,  a New Jersey  corporation.  The  Guaranty is secured by
  Collateral pursuant to a General Security Agreement executed by Laminaire.
  
                    The holder of this Note  shall have the right at any time,  to
  convert any part or all of the obligations  represented by this Note into shares
  of the $.001 par value Common Stock ("Common Stock") of the Company.  The number
  of shares of Common Stock issued on conversion  shall equal the result  obtained
  by dividing the dollar amount of such obligations  being converted by 70% of the
  average of the  closing  price of the  Common  Stock for the five  trading  days
  preceding  either (a) the date of conversion  or (b) the date hereof,  whichever
  average closing price is less.
  
           The Company  shall have the right at any time or from time to time,  on
  15 days' prior written notice, to prepay this Note in whole or in part,  without
  premium or penalty.  In the event of any such prepayment or any other payment of
  part or all of the  principal  amount of this Note prior to its final  scheduled
  maturity the Company shall  simultaneously  issue or cause to be  transferred to
  the holder of this Note either (a) the number of freely  tradeable  shares equal
  to the excess  (such  excess  being  hereinafter  referred  to as the "Number of
  Shares")  of (i) the  number of shares of Common  stock  which  would  have been
  issuable if an amount of obligations represented by the Note equal to the amount
  prepaid had been converted on such date over (ii) the number of shares of Common
  Stock  which  could be  purchased  with such  amount if such amount were used to
  purchase Common Stock at the reported closing price (the"Last  Price") of Common
  Stock on the day  preceding  the date on which such payment of the Note was made
  or (b) the product of the Number of Shares  multiplied  by the Last  Price.  Any
  reduction of the obligations of the Company  hereunder by any payment on account
  thereof or any  conversion of this Note shall first reduce the interest  accrued
  and unpaid hereon, with any balance reducing the unpaid principal.
  
                    The  holder  of  this  Note  shall   exercise  such  right  of
  conversion by written  notification signed by the holder that such holder elects
  to convert all or part of the obligations  represented by this Note, designating
  the amount of the  obligations  represented  hereby which are to be so converted
  and the names and addresses of the  individuals or entities  ("Persons") to whom
  the  shares  are to be  issued.  The  Company  shall,  as  soon  as  practicable
  thereafter,   issue  and  deliver  to  such   holder's   designee  or  designees
  certificates  evidencing  the  shares of Common  Stock to which  such  holder is
  entitled.  Conversion  shall be  deemed to have been made as of the date of such
  notification  and the Person or Persons  entitled  to receive  the Common  Stock
  issuable upon such  conversion  shall be treated for all purposes as the holders
  thereof on such date.
  
                    The number and type of  securities  issuable on  conversion of
  this Note shall be  appropriately  changed  and  adjusted  so that in all events
  (whether the Company subdivides,  reclassifies or combines or declares or pays a
  dividend  (other  than a cash  dividend)  on  its  Common  Stock  or  merges  or
  consolidates with any other corporation, reorganizes or transfers all
  
                                                       - 2 -
  
  <PAGE>
  
  
  
  or substantially  all of the assets of the Company or liquidates or dissolves or
  is subject to any other change which might otherwise  affect the securities into
  which this Note is  convertible)  the holder  shall  continue  to be entitled to
  receive upon  conversion of any portion of the  obligations  represented by this
  Note  shares  of  the  Company's   capital  stock  and  other   securities   and
  consideration  equal in economic value to, and at an equivalent  discount to the
  market  value of,  the  shares it would  have been  entitled  to receive on such
  conversion if such event had not  occurred,  except that the holder of this Note
  shall,  in addition,  be entitled to receive any additional  benefit to which it
  would have been  entitled as a holder of shares of Common Stock if this Note had
  been converted into Common Stock immediately prior to such event.
  
                    The Company shall give written  notice to the record holder of
  this Note at such holder's address  appearing on the Company's records of any of
  the events which would cause a change or  adjustment  pursuant to the  preceding
  paragraph and of any proposed  payment of any dividend or other  distribution to
  the holders of Common  Stock,  which  notice shall be given at least twenty days
  prior to the  earlier  of (a) the date on which  such  event is to occur or such
  payment to be made and (b) the record date, if any, with respect  thereto.  Such
  notice shall  specify any such record  date,  the date on which such event is to
  take place and such  facts as shall be  reasonably  necessary  to  indicate  the
  effect of such event on the number,  kind or class of shares or other securities
  or consideration that shall be deliverable or purchasable upon the occurrence of
  such event or upon conversion of this Note. As to any change or adjustment to be
  made pursuant to the preceding  paragraph,  the  determination  of the Company's
  independent  certified public accountants shall be determinative absent manifest
  error.
  
                    Presentment, demand, protest and notice of dishonor are hereby
  waived by the Company.
  
                    This Note shall be construed in  accordance  with and governed
  by the laws of the State of New York.
  
  
                                              THERMO-MIZER ENVIRONMENTAL CORP.
  
  
                                         By:
                                        Name:
                                                  Title: President
  
  
  
  
                                                       - 3 -
  
  <PAGE>
  
  
  
                                                       EXHIBIT B
  
       LIST OF (A) EVENTS  WHICH WILL BE  REQUIRED  TO BE  DISCLOSED  PURSUANT  TO
  SECURITIES  LAWS,  (B) MATERIAL  ADVERSE  EVENTS,  (C)  LAMINAIRE  AND FINANCING
  DOCUMENTS AND (D) BORROWINGS.
  
  <PAGE>
  
  
  
                                                       EXHIBIT C
  
                                              EXCEPTIONS TO SECTION 8.5.
  
  
                                                         None
  
  
  <PAGE>
  
  
  
  
  To:      Monetary Advancement International Inc.
           Time Value Resources LLC.
  
           In  consideration  of the  introduction  by Time  Value  Resources  LLC
  ("TVR") and Monetary  Advancement  International Inc. ("MAI") of Norwood Venture
  Corp. ("NVC") to Thermo-Mizer Environmental Corp.  ("Thermo-Mizer"),  NVC hereby
  agrees to pay to each of TVR and MAI, promptly as, if and when realized,  15% of
  any profit  which NVC realizes on the sale of any  securities  received by it on
  conversion  or  prepayment  of the  12%  Convertible  Note of  Thermo-Mizer  due
  November  1, 2002 issued to NVC on the date  hereof in the  principal  amount of
  $500,000,  provided that the profit to Norwood on such sale equals or exceeds an
  annualized rate of 60%.
  
  Dated: October 16, 1997
  
                                               NORWOOD VENTURE CORP.
  
  
                                         By:
  
  
  <PAGE>
  
  
  EXHIBIT        10.31  SECURITY  AGREEMENT  EXECUTED  BY THE  COMPANY IN FAVOR OF
                 NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997.
  
  <PAGE>
  
  
                                              GENERAL SECURITY AGREEMENT
  
                                                                October 16, 1997
  
           The undersigned (herein,  whether one or more in number, referred to as
  Debtor and  which,  if two or more in number,  shall be  jointly  and  severally
  bound) with an address as it appears with the signature  below,  hereby agree(s)
  in favor of Norwood  Venture  Corp.  (herein  referred  to as Secured  Party) as
  follows:
  
           1. In consideration of one or more loans,  advances, or other financial
  accommodations  at any time before, at or after date made or extended by Secured
  Party to Debtor, directly or indirectly,  as principal,  guarantor or otherwise,
  at the sole discretion of Secured Party in each instance, including the purchase
  of the 12% Convertible Note due November 1, 2002 issued by Debtor to the Secured
  Party pursuant to that certain  Convertible  Note Purchase  Agreement  dated the
  date hereof (the "Purchase Agreement"),  Debtor hereby grants to Secured Party a
  security interest in, a continuing lien upon and a right of set-off against, and
  Debtor hereby assigns to Secured Party, the Collateral described in Paragraph 2,
  to  secure  the  payment,   performance  and  observance  of  all  indebtedness,
  obligations,  liabilities and agreements of any kind of Debtor to Secured Party,
  now existing or hereafter arising, direct or indirect (including  participations
  or any interest of Secured Party in obligations  of Debtor to others),  acquired
  outright,  conditionally,  or as collateral  security from another,  absolute or
  contingent,  joint or several,  secured or unsecured, due or not, contractual or
  tortious, liquidated or unliquidated,  arising by operation of law or otherwise,
  and of all loan  agreements,  documents and  instruments  evidencing  any of the
  foregoing  obligations or under which any of the foregoing  obligations may have
  been issued,  created,  assumed or guaranteed (all of the foregoing being herein
  referred  to as  the  "Obligations").  Notwithstanding  anything  else  in  this
  Agreement to the contrary,  the security  interest  created hereby shall,  as to
  Collateral other than Accounts (as defined in Schedule A), be subordinate to the
  security  interest  created on the date hereof in favor of Garay LLC and Charles
  Garay.
  
           2. The Collateral is described as follows and/or on Schedule A, if any,
  annexed hereto as part hereof and on any separate schedule at any time furnished
  by Debtor to Secured Party (all of which are hereby deemed part of this Security
  Agreement), which Collateral includes all attachments,  accessions and equipment
  now or hereafter  affixed to the  Collateral  or used in  connection  therewith,
  substitutions  and  replacements  thereof,  and (unless the  description  of the
  Collateral  expressly  excludes  after  acquired  (Collateral)  all items of the
  Collateral  both now  owned or  existing  and  hereafter  acquired,  created  or
  arising,  and any and all  products  and proceeds  thereof  (including,  without
  limitation, any claims of Debtor against third parties, for loss or damage to or
  destruction of any or all of the Collateral):
  
   SEE ATTACHED SCHEDULE A ANNEXED HERETO AND MADE A PART  HEREOF.
  
  together with any and all monies,  securities,  drafts,  notes,  items and other
  property  of the Debtor  and the  proceeds  thereof,  now or  hereafter  held or
  received by or in transit to, Secured Party from or for the Debtor,  whether for
  safekeeping, custody, pledge, transmission, collection or otherwise, and any and
  all deposits (general or special),  balances, sums, proceeds, and credits of the
  Debtor with, and any and all claims of the Debtor against, Secured Party, at any
  time existing. In the event that the Collateral includes inventory,  Debtor also
  grants to  Secured  Party a  security  interest  in,  and the  collateral  shall
  include, all labels and other devices,  names, or marks affixed or to be affixed
  to inventory for purposes of selling or of identifying the same or the seller or
  manufacturer  thereof and all right,  title and  interest of Debtor  therein and
  thereto.
  
           3. Debtor  warrants,  represents and covenants  that: (a) the chief and
  other  places of  business  of Debtor,  the books and  records  relating  to the
  Collateral  and the  Collateral are located at the addresses set forth below and
  Debtor  will not  change any of the same  without  prior  written  notice to and
  consent of Secured  Party;  (b) the  Collateral  is and will be used in Debtor's
  business  and not for  personal,  family,  household  or  farming  use;  (c) the
  Collateral  is now,  and at all times will be, owned by Debtor free and clear of
  all liens,  security  interests,  claims and encumbrances except for those which
  are shown on  Schedule B attached  hereto;  (d) Debtor  will not  assign,  sell,
  mortgage,  lease,  transfer,  pledge, grant a security interest in or lien upon,
  encumber or otherwise  dispose of or abandon,  nor will Debtor  suffer or permit
  any of the same to occur with  respect  to,  any part or all of the  Collateral,
  without prior written consent of Secured Party, except for the sale from time to
  time in the ordinary course of business of Debtor of such items of Collateral as
  may constitute  part of the business  inventory of Debtor,  and the inclusion of
  "proceeds" of the Collateral under the security  interest granted herein,  shall
  not be deemed a consent by Secured Party to any sale or other disposition of any
  part or all of the Collateral except as expressly  permitted herein;  (e) Debtor
  has made, and will continue to make payment or deposit or otherwise  provide for
  the payment,  when due, of all taxes,  assessments or contributions  required by
  law which have been or may be levied or assessed  against  the  Debtor,  whether
  with respect to any of the Collateral,  to any wages or salaries paid by Debtor,
  or otherwise,  and will deliver to Secured  Party,  on demand,  certificates  or
  other evidence  satisfactory to Secured Party attesting thereto; (f) Debtor will
  use the  Collateral  for lawful  purposes  only,  with all  reasonable  care and
  caution;  (g) Debtor  will keep the  Collateral  in  reasonably  good  repair at
  Debtor's  own cost and expense;  (h) Secured  Party shall at all times have free
  access to and right of inspection of the Collateral  and any records  pertaining
  thereto  (and  the  right  to make  extracts  from and to  receive  from  Debtor
  originals or true copies of such records and any papers and instruments relating
  to any or all of the  Collateral  and to receive  from Debtor  originals or true
  copies of such records and any papers and instruments  relating to any or all of
  the Collateral upon request  therefor) and Debtor hereby grants to Secured Party
  a security  interest in all such records,  papers and  instruments to secure the
  payment,  performance and observance of the  Obligations;  (i) the Collateral is
  now and shall  remain  personal  property  and Debtor will not permit any of the
  Collateral to become a part of or affixed to real property without prior written
  notice  to  Secured  Party  and  without  first  making  all  arrangements,  and
  delivering,  or causing to be delivered,  to Secured Party all  instruments  and
  documents,  including, without limitation,  waivers and subordination agreements
  by any landlords or mortgagees,  requested by and  satisfactory to Secured Party
  to preserve and protect the primary security interest granted herein against all
  persons;  (j) Debtor  will,  at its  expense,  perform  all acts and execute all
  documents  reasonably  requested  by  Secured  party  at any  time to  evidence,
  perfect,  maintain and enforce Secured Party's primary security  interest in the
  Collateral  or otherwise  in  furtherance  of the  provisions  of this  Security
  Agreement;  (k) Debtor assumes all responsibility and liability arising from the
  use of the  Collateral;  (l) upon request of Secured Party, at any time and from
  time to time, Debtor shall, at its sole cost and expense, execute and deliver to
  Secured  Party  one  or  more  financing  statements  pursuant  to  the  Uniform
  Commercial  Code ("UCC") and one or more  applications  for certificate of title
  and any other  papers,  documents or  instruments  requested by Secured Party in
  connection with this Security  Agreement,  and Debtor hereby authorizes  Secured
  Party to execute and file at any time
  
  
  <PAGE>
  
  
  
  or times,  one or more financing  statements  with respect to all or any part of
  the Collateral, signed only by the Secured Party; (m) in its discretion, Secured
  Party may, only after a Default (as  hereinafter  defined) has occurred,  in its
  name or  Debtor's  or  otherwise,  notify any  account  debtor or obligor of any
  account, contract,  instrument,  chattel paper or general intangible included in
  the Collateral to make payment to Secured  Party;  (n) Secured Party may, in its
  reasonable  discretion at any time after a Default demand,  sue for,  collect or
  receive any money or property at any time payable or receivable on account of or
  in exchange  for, or make any  compromise  or  settlement  deemed  desirable  by
  Secured Party with respect to, any of the Collateral,  and/or extend the time of
  payment, arrange for payment in installments,  or otherwise modify the terms of,
  or release,  any of the collateral or the  Obligations,  all without  consent by
  Debtor and without otherwise discharging the Obligations,  the Collateral or the
  security  interest  granted  herein;  (o) Secured  Party may, in its  reasonable
  discretion,  after a Default,  for the account  and  expense of Debtor,  pay any
  amount or do any act required of Debtor  hereunder or requested by Secured Party
  to preserve, protect, maintain or enforce the Obligations, the Collateral or the
  primary security  interest granted herein,  and which Debtor fails to do or pay,
  and any such payment  shall be deemed an advance by Secured  Party to Debtor and
  shall be payable on demand  together  with  interest  at the  highest  rate then
  payable on any of the  Obligations;  (p) Debtor will  promptly pay Secured Party
  for any and all sums,  costs and expenses which Secured Party may reasonably pay
  or reasonably incur pursuant to the provisions of this Security  Agreement or in
  defending,  protecting or enforcing the security  interest  granted herein or in
  enforcing  payment  of the  Obligations  or  otherwise  in  connection  with the
  provisions  hereof,  including  but not limited to all court  costs,  collection
  charges, reasonable travel, and reasonable attorney's fees (not less than 15% of
  the outstanding  Obligations  where permitted by applicable  law), all of which,
  together  with  interest at a rate equal to the highest rate then payable on any
  of the  Obligations,  shall be part of the Obligations and be payable on demand;
  (q) whether or not a Default has occurred, Secured Party, in its discretion, may
  transfer to or  register in the name of Secured  Party or its nominee all or any
  of the Collateral consisting of securities, and whether or not so transferred or
  registered,  Secured  Party  shall be entitled to receive and retain all income,
  dividends  (including  stock  dividends  and  rights  to  subscribe)  and  other
  distributions  thereon as part of the Collateral and to exchange any or all such
  Collateral  upon the  reorganization,  recapitalization,  or readjustment of any
  entity issuing such securities,  and to exercise all rights with respect thereto
  as if it was the absolute owner thereof, provided that until the occurrence of a
  Default and whether or not the Collateral is transferred to or registered in the
  name of Secured Party or its nominee, Debtor alone shall be entitled to exercise
  the right to vote such Collateral, and if the Collateral has been so transferred
  or  registered,  Secured  Party shall take such action as Debtor may  reasonably
  request to enable  Debtor to exercise the right to vote such  Collateral  or any
  part thereof for any purpose  which is not  inconsistent  with the terms of this
  Security  Agreement or the Obligations or which would not have an adverse effect
  on the value of the  Collateral or any part thereof;  (r) after a Default any of
  the proceeds of the Collateral  received by Debtor shall not be commingled  with
  other property of Debtor,  but shall be segregated,  held by the Debtor in trust
  as the exclusive property of Secured Party, and Debtor will immediately  deliver
  to Secured Party the identical  checks,  monies, or other proceeds of Collateral
  received,  duly endorsed in blank where appropriate to effectuate the provisions
  hereof, the same to be held by Secured party as additional  Collateral hereunder
  or,  at  secured  Party's  option,  to be  applied  to  payment  of  any  of the
  Obligations,  whether or not due and in any order;  and (s) at any time  Secured
  Party  may  assign,  transfer  and  deliver  to  any  transferee  of  any of the
  Obligations,  any or all of the  Collateral,  whereupon  Secured  Party shall be
  fully discharged from all responsibility and the transferee shall be vested with
  all powers and rights of Secured  Party  hereunder  with  respect  thereto,  but
  Secured Party shall retain all rights and powers with respect to any  Collateral
  not assigned, transferred or delivered.
  
           4. The occurrence of any one of more "Defaults" or "Events of Default",
  as  defined  in the  Purchase  Agreement  shall  constitute  an event of default
  ("Default") by Debtor under this Security Agreement.
  
           5.  Upon the  occurrence  of any  Default  and at any time  thereafter,
  Secured Party may, without demand upon Debtor, declare any or all Obligations of
  Debtor  immediately  due and payable and Secured  Party shall have the following
  rights and remedies (to the extent  permitted by applicable  law) in addition to
  all rights and  remedies of a secured  party under the UCC, or of Secured  Party
  under the  Obligations,  all such  rights and  remedies  being  cumulative,  not
  exclusive and  enforceable  alternatively,  successively  or  concurrently;  (a)
  Secured  Party may at any time and from time to time,  with or without  judicial
  process or the aid and  assistance  of others,  enter upon any premises in which
  any of the Collateral may be located and, without  resistance or interference by
  Debtor, take possession of the Collateral;  and/or dispose of any part or all of
  the Collateral on any premises of Debtor;  and/or require Debtor to assemble and
  make  available to Secured Party at the expense of Debtor any part or all of the
  Collateral at any place and time designated by Secured Party which is reasonably
  convenient to both parties; and/or remove any part or all of the Collateral from
  any premises on which any part may be located for the purpose of effecting  sale
  or other  disposition  thereof (and if any of the  Collateral  consists of motor
  vehicles,  Secured Party may use Debtor's license plates);  and/or sell, resell,
  lease, assign and deliver,  grant options for or otherwise dispose of any or all
  of the Collateral in its then condition or following any commercially reasonable
  preparation  or  processing,  at  public  or  private  sale  or  proceedings  or
  otherwise,  by one or more  contracts,  in one or more  parcels,  at the same or
  different  times,  with or without having the Collateral at the place of sale or
  other disposition,  for cash and/or credit, and upon any terms, at such place(s)
  and time(s) and to such persons,  firms or  corporations  as Secured Party deems
  best,  all  without  demand  for  performance  or any  notice  or  advertisement
  whatsoever except that where an applicable statute requires reasonable notice of
  sale or other disposition Debtor hereby agrees that five days notice by ordinary
  mail,  postage  prepaid,  to any  address of Debtor  set forth in this  Security
  Agreement  of the place and time of any public  sale or of the time after  which
  any private sale or other intended  disposition  is to be made,  shall be deemed
  reasonable  notice  thereof.  If any of the  Collateral is sold by Secured Party
  upon credit or for future  delivery,  Secured  Party shall not be liable for the
  failure of the  purchaser  to pay for same and in such event  Secured  Party may
  resell such Collateral.  Secured Party may buy any part or all of the Collateral
  at any  public  sale  and  if any  part  or all of the  Collateral  is of a type
  customarily  sold in a recognized  market or is of the type which is the subject
  of widely distributed standard price quotations Secured Party may buy at private
  sale and may make  payment  therefor by any means.  Secured  Party may apply the
  cash  proceeds  actually  received  from any sale or  other  disposition  to the
  reasonable expenses of retaking,  holding,  preparing for sale, selling, leasing
  and  the  like,  to  reasonably  attorney's  fees  (not  exceeding  15%  of  the
  outstanding  Obligations) and all reasonable travel and other expenses which may
  be incurred by Secured Party in attempting to collect the Obligations or enforce
  this  Security  Agreement  or in the  prosecution  or  defense  of any action or
  proceeding related to the subject matter of this Security Agreement; and then to
  the  Obligations  in such order and as to principal or interest as Secured Party
  may desire;  and Debtor shall remain liable and will pay Secured Party on demand
  any deficiency remaining,  together with interest thereon at a rate equal to the
  highest  rate then  payable on the  Obligations  and the balance of any expenses
  unpaid,  with any  surplus to be paid to Debtor,  subject to any duty of Secured
  Party imposed by law to the holder of any subordinate  security  interest in the
  Collateral.  Debtor  recognizes that the Secured Party may be unable to effect a
  public  sale of all or a part of the  Collateral  consisting  of  securities  by
  reason of certain prohibitions contained in the Securities
  
                                                         2
  
  <PAGE>
  
  
  
  Act of 1933,  but may be compelled  to resort to one or more private  sales to a
  restricted group of purchasers who will be obliged to agree, among other things,
  to acquire such securities for their own account,  for investment and not with a
  view to the distribution or resale thereof.  Debtor agrees that any such private
  sales may be at prices and other terms less favorable to the seller than if sold
  at public sales and that such private sales shall be deemed to have been made in
  a commercially  reasonable manner. Secured Party has no obligation to delay sale
  of any such  securities for the period to time necessary to permit the issuer of
  such  securities,  even if such issuer would agree,  to register such securities
  for  public  sale  under  the  Securities  Act of 1933;  (b)  Secured  Party may
  appropriate,  set off and apply to the payment of any or all of the Obligations,
  any and all  Collateral in or coming into the possession of Secured Party or its
  agents and belonging or owing to Debtor,  without notice to Debtor,  and in such
  manner as Secured Party may in its discretion  determine;  (c) Secured Party may
  exercise  all  voting  rights  with  respect  to all  or  any of the  Collateral
  consisting of securities and may exercise all powers with respect  thereto as if
  an absolute owner  thereof,  none of which shall  adversely  affect the security
  interests granted herein or the Obligations.
  
           6. To  effectuate  the  terms  and  provisions  hereof,  Debtor  hereby
  designates   and  appoints   Secured  Party  and  its  designees  or  agents  as
  attorney-in-fact  of Debtor,  irrevocably and with power of  substitution,  with
  authority,  after a Default, to receive,  open and dispose of all mail addressed
  to Debtor,  to notify the Post  Office  authorities  to change the  address  for
  delivery  of mail  addressed  to Debtor to such  address  as  Secured  Party may
  designate;  to  endorse  the name of Debtor on any notes,  acceptances,  checks,
  drafts,  money orders,  instruments or other evidences of payment or proceeds of
  the Collateral that may come into Secured Party's  possession;  to sign the name
  of Debtor on any  invoices,  documents,  drafts  against  and notices to account
  debtors or obligors of Debtor,  assignments  and  requests for  verification  of
  accounts;  to execute  proofs of claim and loss;  to execute  any  endorsements,
  assignments,  or other  instruments  of  conveyance  or transfer;  to adjust and
  compromise any claims under insurance policies;  to execute releases;  and to do
  all other acts and things  (before  as well as after a  Default)  necessary  and
  advisable in the reasonable discretion of Secured Party to carry out and enforce
  this  Security  Agreement.  All lawful and  reasonable  acts of said attorney or
  designee are hereby ratified and approved and, except for willful  misconduct or
  gross negligence,  said attorney or designee shall not be liable for any acts of
  commission or omission, nor for any error of judgment or mistake of fact or law.
  This power of attorney being coupled with an interest is  irrevocable  while any
  of the Obligations shall remain unpaid.
  
           7. Secured Party shall have the duty to exercise reasonable care in the
  custody and  preservation  of any securities in its  possession  included in the
  Collateral,  which duty shall be fully satisfied if Secured Party maintains safe
  custody of any such  securities,  and,  with respect to any  maturities,  calls,
  conversions,  exchanges, redemption, offers, tenders or similar matters relating
  to any of such securities (herein called "events"),  in the exercise of its sole
  discretion  (a) Secured Party  endeavors to take such action with respect to any
  of the events as Debtor may  reasonably and  specifically  request in writing in
  sufficient  time for such  action to be  evaluated  and taken or (b) if  Secured
  Party  determines that the action  requested might adversely affect the value of
  the securities as  collateral,  the collection of the  Obligations  secured,  or
  otherwise  prejudice  the  interests  of  Secured  Party,  Secured  Party  gives
  reasonable notice to Debtor that any such requested action will not be taken and
  if Secured Party makes such determination or if Debtor fails to make such timely
  request,  Secured  Party takes such other  action as it deems  advisable  in the
  circumstances.  Secured Party shall have no further  obligation to ascertain the
  occurrence  of, or to notify Debtor with respect to, any events and shall not be
  deemed to assume any such obligation as a result of the establishment by Secured
  Party  of  any  internal  procedures  with  respect  to  any  securities  in its
  possession,  nor shall Secured Party be deemed to assume any responsibility for,
  or obligation or duty with respect to, any part or all of the Collateral, of any
  nature or kind, or any matter or proceedings arising out of or relating thereto,
  including,  without  limitation,  any  obligation  or duty to take any action to
  collect, preserve or protect its or Debtor's rights in the Collateral or against
  any prior  parties  thereto,  but the same shall be at Debtor's sole risk at all
  times. If the Collateral  hereunder  includes "stock" as defined in Regulation U
  of the Federal  Reserve Board, it is hereby agreed such "stock" shall not secure
  Obligations which are "purpose  credits",  as that term is used in Regulation U,
  and (i) are  secured  solely  by  collateral  other  than  "stock"  or (ii)  are
  unsecured.  Secured  Party's prior recourse to any part or all of the Collateral
  shall not  constitute a condition of any demand,  suit or proceeding for payment
  or  collection  of the  Obligations.  No act,  failure or delay by Secured Party
  shall constitute a waiver of its rights and remedies hereunder or otherwise.  No
  single or partial  waiver by the Secured Party of any Default or right or remedy
  which it may have  shall  operate  as a waiver  of any other  Default,  right or
  remedy or of the same  Default,  right or remedy  on a future  occasion.  Debtor
  hereby  waives  presentment,  notice of dishonor and protest of all  instruments
  included in or evidencing any of the Obligations or the Collateral,  and any and
  all other notices and demands  whatsoever (except as expressly provided herein).
  Debtor agrees to pay, on demand, all reasonable  out-of-pocket expenses incurred
  by Secured Party in connection with the enforcement of this Security  Agreement,
  the  Obligations,  and the transactions  contemplated  hereunder and thereunder,
  including  but not  limited to the  reasonable  fees and  expenses of counsel to
  Secured  Party.  In the event of any  litigation,  with  respect  to any  matter
  connected  with this Security  Agreement,  the  Obligations  or the  Collateral,
  Debtor hereby  waives the right to a trial by jury and all  defenses,  including
  any defense based on any Statute of Limitations,  any claim of laches, rights of
  setoff  and the  rights to  interpose  counterclaims  of any  nature  other than
  mandatory counterclaims.  Debtor hereby irrevocably consents to the jurisdiction
  of the courts of the State of New York and of any Federal  Court located in such
  State in connection with any action or proceeding  arising out of or relating to
  the Obligations,  this Security Agreement or the Collateral,  or any document or
  instrument  delivered  with  respect to any of the  Obligations.  Debtor  hereby
  waives personal service of any summons, complaint or other process in connection
  with any such action or  proceeding  and agrees that the service  thereof may be
  made by certified or registered mail directed to Debtor at any place of business
  set forth  below,  or at such other  address as Debtor may  designate by written
  notification by certified or registered mail directed to and received by Secured
  Party at its office set forth in the financing statements filed hereunder (or if
  no such financing  statements have been filed, at the office of Secured Party at
  which is located  the  officer  in direct  supervision  of the  within  security
  interest).  The  Debtor so  served  shall  appear  or  answer  to such  summons,
  complaint or other process within thirty days after the mailing thereof.  Should
  the Debtor so served  fail to appear or answer  within said  thirty-day  period,
  such Debtor  shall be deemed in default and  judgment  may be entered by Secured
  Party against such Debtor for the amount or such other relief as may be demanded
  in any summons, complaint or other process so served. In the alternative, in its
  discretion  Secured  Party may effect  service  upon Debtor in any other form or
  manner  permitted  by law.  All terms used  herein  shall have the  meanings  as
  defined in the UCC, unless the context otherwise  requires.  No provision hereof
  shall be modified,  altered or limited except by a written instrument  expressly
  referring to this Security Agreement and to such provision,  and executed by the
  party to be charged.  The execution and delivery of this Security  Agreement has
  been authorized by the Board(s) of Directors of Debtor and by any necessary vote
  or consent of stockholders of Debtor (if a corporation). This Security Agreement
  and all Obligations  shall be binding upon the heirs executors,  administrators,
  successors, or assigns of Debtor, and all, together with the rights and remedies
  of Secured Party hereunder, inure to the
  
                                                         3
  
  <PAGE>
  
  
  
  benefit of Secured Party, its successors,  endorsees and assigns.  This Security
  Agreement and the  Obligations  shall be governed in all respects by the laws of
  the State of New York. If any term of this Security  Agreement  shall be held to
  be invalid,  illegal or  unenforceable,  the  validity of all other terms hereof
  shall in no way be affected thereby. Secured Party is authorized to annex hereto
  any schedules referred to herein.  Debtor acknowledges receipt of a copy of this
  Security Agreement.
  
           IN  WITNESS  WHEREOF,  the  undersigned  has  executed  or caused  this
  Security Agreement to be executed in the State of New York, the date first above
  set forth.
  
  
  
  (CORPORATE SEAL)                        THERMO-MIZER ENVIRONMENTAL CORP.
  
  
                                          By
                                       (Name)
                                       (Title)
  
                                 Trade Name (if any)
  
  
  
  
  
  
  Chief Place of Business:                  All location(s) of Collateral:
                                           (Also set forth the Section,
                                            Block and Lot where  there is  located
                                            any of the Collateral  which is or may
                                            be affixed to realty.)
  
  
  
  
  
  
  
  Other Places of Business:
  
  
  
  
  
  
  
  
  
  
  
  Location of Books and Records          Name of record owner of real estate
  Relating to the Collateral:            where any of the Collateral is or may
                                         be affixed to realty:
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                                         4
  
  <PAGE>
  
  
  
  
  
  
                                                      Schedule A
  
           Collateral  shall mean and  include all of  Debtor's  right,  title and
  interest in and to:
  
           1.  All Accounts;
  
           2.  All Inventory;
  
           3.  All Equipment; and
  
           4. All  Proceeds and  products of any or all of the  foregoing,  to the
  extent not otherwise included.
  
  For purposes of this  Schedule A, the  following  terms shall have the following
  meanings:
  
                    "Accounts" shall mean all "accounts",  as such term is defined
           in Section  9-106 of the  Uniform  Commercial  Code as in effect on the
           date hereof in the State of New York (the "Code"),  in which Debtor now
           or hereafter has any right, title or interest.
  
                    "Equipment"  shall  mean  all  "equipment",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Inventory"  shall  mean  all  "inventory",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Proceeds" shall mean  "proceeds",  as such term is defined in
           Section 9-306 of the Code including, but not limited to (i) any and all
           proceeds of any insurance,  indemnity,  warranty or guaranty payable to
           Debtor from time to time with  respect to any of the  Collateral,  (ii)
           any and all payments (in any form  whatsoever)  made or due and payable
           to  Debtor  from  time to  time in  connection  with  any  requisition,
           confiscation, condemnation, seizure or forfeiture of all or any part of
           the Collateral by any governmental  body,  authority,  bureau or agency
           (or any person,  corporation,  agency, authority or other entity acting
           under  color of  governmental  authority)  and  (iii) any and all other
           amounts from time to time paid or payable under or in  connection  with
           any of the Collateral.
  
                                                         5
  
  <PAGE>
  
  
  EXHIBIT 10.32  SECURITY AGREEMENT EXECUTED BYLAMINAIRE CORPORATION IN FAVOR OF
                 NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
                                              GENERAL SECURITY AGREEMENT
  
                                                                 October 16, 1997
  
           The undersigned (herein,  whether one or more in number, referred to as
  Debtor and  which,  if two or more in number,  shall be  jointly  and  severally
  bound) with an address as it appears with the signature  below,  hereby agree(s)
  in favor of Norwood  Venture  Corp.  (herein  referred  to as Secured  Party) as
  follows:
  
           1. In consideration of one or more loans,  advances, or other financial
  accommodations  at any time before, at or after date made or extended by Secured
  Party to Debtor or  Thermo-Mizer  Environmental  Corp.,  a Delaware  corporation
  which  owns all of the  issued  and  outstanding  capital  stock of Debtor  (the
  "Company"), directly or indirectly, as principal, guarantor or otherwise, at the
  sole  discretion of Secured Party in each instance,  including the purchase,  at
  par, by the Secured Party of the Company's 12% Convertible  Note due November 1,
  2002 in the principal  amount of $500,000 (the "Note")  pursuant to that certain
  Convertible  Note  Purchase  Agreement  dated  the date  hereof ( the  "Purchase
  Agreement"),  part of the proceeds from which purchase are being  transferred by
  the Company to Debtor,  and in order to secure  Debtor's  obligations to Secured
  Party under the Guaranty of the Note executed and delivered by Debtor to Secured
  Party on the date  hereof,  Debtor  hereby  grants to  Secured  Party a security
  interest in, a continuing lien upon and a right of set-off  against,  and Debtor
  hereby  assigns to Secured Party,  the  Collateral  described in Paragraph 2, to
  secure the payment, performance and observance of all indebtedness, obligations,
  liabilities and agreements of any kind of Debtor to Secured Party,  now existing
  or  hereafter  arising,  direct or  indirect  (including  participations  or any
  interest  of  Secured  Party in  obligations  of  Debtor  to  others),  acquired
  outright,  conditionally,  or as collateral  security from another,  absolute or
  contingent,  joint or several,  secured or unsecured, due or not, contractual or
  tortious, liquidated or unliquidated,  arising by operation of law or otherwise,
  and of all loan  agreements,  documents and  instruments  evidencing  any of the
  foregoing  obligations or under which any of the foregoing  obligations may have
  been issued,  created,  assumed or guaranteed (all of the foregoing being herein
  referred  to as  the  "Obligations").  Notwithstanding  anything  else  in  this
  Agreement  to the  contrary,  the  security  interest  created  hereby  shall be
  subordinate  to the  security  interest  created on the date  hereof in favor of
  Garay LLC and Charles Garay.
  
           2. The Collateral is described as follows and/or on Schedule A, if any,
  annexed hereto as part hereof and on any separate schedule at any time furnished
  by Debtor to Secured Party (all of which are hereby deemed part of this Security
  Agreement), which Collateral includes all attachments,  accessions and equipment
  now or hereafter  affixed to the  Collateral  or used in  connection  therewith,
  substitutions  and  replacements  thereof,  and (unless the  description  of the
  Collateral  expressly  excludes  after  acquired  (Collateral)  all items of the
  Collateral  both now  owned or  existing  and  hereafter  acquired,  created  or
  arising,  and any and all  products  and proceeds  thereof  (including,  without
  limitation, any claims of Debtor against third parties, for loss or damage to or
  destruction of any or all of the Collateral):
  
    SEE ATTACHED SCHEDULE A ANNEXED HERETO AND MADE A PART HEREOF.
  
  together with any and all monies,  securities,  drafts,  notes,  items and other
  property  of the Debtor  and the  proceeds  thereof,  now or  hereafter  held or
  received by or in transit to, Secured Party from or for the Debtor,  whether for
  safekeeping, custody, pledge, transmission, collection or otherwise, and any and
  all deposits (general or special),  balances, sums, proceeds, and credits of the
  Debtor with, and any and all claims of the Debtor against, Secured Party, at any
  time existing. In the event that the Collateral includes inventory,  Debtor also
  grants to  Secured  Party a  security  interest  in,  and the  collateral  shall
  include, all labels and other devices,  names, or marks affixed or to be affixed
  to inventory for purposes of selling or of identifying the same or the seller or
  manufacturer  thereof and all right,  title and  interest of Debtor  therein and
  thereto.
  
           3. Debtor  warrants,  represents and covenants  that: (a) the chief and
  other  places of  business  of Debtor,  the books and  records  relating  to the
  Collateral  and the  Collateral are located at the addresses set forth below and
  Debtor  will not  change any of the same  without  prior  written  notice to and
  consent of Secured  Party;  (b) the  Collateral  is and will be used in Debtor's
  business  and not for  personal,  family,  household  or  farming  use;  (c) the
  Collateral  is now,  and at all times will be, owned by Debtor free and clear of
  all liens,  security  interests,  claims and encumbrances except for those which
  are shown on  Schedule B attached  hereto;  (d) Debtor  will not  assign,  sell,
  mortgage,  lease,  transfer,  pledge, grant a security interest in or lien upon,
  encumber or otherwise  dispose of or abandon,  nor will Debtor  suffer or permit
  any of the same to occur with  respect  to,  any part or all of the  Collateral,
  without prior written consent of Secured Party, except for the sale from time to
  time in the ordinary course of business of Debtor of such items of Collateral as
  may constitute  part of the business  inventory of Debtor,  and the inclusion of
  "proceeds" of the Collateral under the security  interest granted herein,  shall
  not be deemed a consent by Secured Party to any sale or other disposition of any
  part or all of the Collateral except as expressly  permitted herein;  (e) Debtor
  has made, and will continue to make payment or deposit or otherwise  provide for
  the payment,  when due, of all taxes,  assessments or contributions  required by
  law which have been or may be levied or assessed  against  the  Debtor,  whether
  with respect to any of the Collateral,  to any wages or salaries paid by Debtor,
  or otherwise,  and will deliver to Secured  Party,  on demand,  certificates  or
  other evidence  satisfactory to Secured Party attesting thereto; (f) Debtor will
  use the  Collateral  for lawful  purposes  only,  with all  reasonable  care and
  caution;  (g) Debtor  will keep the  Collateral  in  reasonably  good  repair at
  Debtor's  own cost and expense;  (h) Secured  Party shall at all times have free
  access to and right of inspection of the Collateral  and any records  pertaining
  thereto  (and  the  right  to make  extracts  from and to  receive  from  Debtor
  originals or true copies of such records and any papers and instruments relating
  to any or all of the  Collateral  and to receive  from Debtor  originals or true
  copies of such records and any papers and instruments  relating to any or all of
  the Collateral upon request  therefor) and Debtor hereby grants to Secured Party
  a security  interest in all such records,  papers and  instruments to secure the
  payment,  performance and observance of the  Obligations;  (i) the Collateral is
  now and shall  remain  personal  property  and Debtor will not permit any of the
  Collateral to become a part of or affixed to real property without prior written
  notice  to  Secured  Party  and  without  first  making  all  arrangements,  and
  delivering,  or causing to be delivered,  to Secured Party all  instruments  and
  documents,  including, without limitation,  waivers and subordination agreements
  by any landlords or mortgagees,  requested by and  satisfactory to Secured Party
  to preserve and protect the primary security interest granted herein against all
  persons;  (j) Debtor  will,  at its  expense,  perform  all acts and execute all
  documents  reasonably  requested  by  Secured  party  at any  time to  evidence,
  perfect,  maintain and enforce Secured Party's primary security  interest in the
  Collateral  or otherwise  in  furtherance  of the  provisions  of this  Security
  Agreement;  (k) Debtor assumes all responsibility and liability arising from the
  use of the Collateral; (l) upon request of Secured Party, at any time
  
  
  <PAGE>
  
  
  
  and from time to time,  Debtor shall, at its sole cost and expense,  execute and
  deliver  to  Secured  Party one or more  financing  statements  pursuant  to the
  Uniform  Commercial Code ("UCC") and one or more applications for certificate of
  title and any other papers,  documents or instruments requested by Secured Party
  in connection with this Security Agreement, and Debtor hereby authorizes Secured
  Party to execute and file at any time or times, one or more financing statements
  with  respect to all or any part of the  Collateral,  signed only by the Secured
  Party;  (m) in its  discretion,  Secured  Party may,  only  after a Default  (as
  hereinafter defined) has occurred, in its name or Debtor's or otherwise,  notify
  any account  debtor or obligor of any  account,  contract,  instrument,  chattel
  paper or  general  intangible  included  in the  Collateral  to make  payment to
  Secured Party;  (n) Secured Party may, in its reasonable  discretion at any time
  after a Default demand, sue for, collect or receive any money or property at any
  time  payable  or  receivable  on  account of or in  exchange  for,  or make any
  compromise or settlement  deemed desirable by Secured Party with respect to, any
  of the  Collateral,  and/or  extend the time of payment,  arrange for payment in
  installments,  or  otherwise  modify  the  terms  of,  or  release,  any  of the
  collateral  or the  Obligations,  all  without  consent  by Debtor  and  without
  otherwise  discharging the Obligations,  the Collateral or the security interest
  granted  herein;  (o) Secured Party may, in its reasonable  discretion,  after a
  Default,  for the account  and  expense of Debtor,  pay any amount or do any act
  required of Debtor hereunder or requested by Secured Party to preserve, protect,
  maintain or enforce the  Obligations,  the  Collateral  or the primary  security
  interest  granted  herein,  and which  Debtor  fails to do or pay,  and any such
  payment  shall be deemed an  advance  by  Secured  Party to Debtor  and shall be
  payable on demand together with interest at the highest rate then payable on any
  of the  Obligations;  (p) Debtor will promptly pay Secured Party for any and all
  sums,  costs and expenses  which Secured Party may  reasonably pay or reasonably
  incur  pursuant to the  provisions of this  Security  Agreement or in defending,
  protecting or enforcing  the security  interest  granted  herein or in enforcing
  payment of the  Obligations  or  otherwise  in  connection  with the  provisions
  hereof,  including  but not  limited  to all court  costs,  collection  charges,
  reasonable  travel,  and  reasonable  attorney's  fees (not less than 15% of the
  outstanding  Obligations  where  permitted  by  applicable  law),  all of which,
  together  with  interest at a rate equal to the highest rate then payable on any
  of the  Obligations,  shall be part of the Obligations and be payable on demand;
  (q) whether or not a Default has occurred, Secured Party, in its discretion, may
  transfer to or  register in the name of Secured  Party or its nominee all or any
  of the Collateral consisting of securities, and whether or not so transferred or
  registered,  Secured  Party  shall be entitled to receive and retain all income,
  dividends  (including  stock  dividends  and  rights  to  subscribe)  and  other
  distributions  thereon as part of the Collateral and to exchange any or all such
  Collateral  upon the  reorganization,  recapitalization,  or readjustment of any
  entity issuing such securities,  and to exercise all rights with respect thereto
  as if it was the absolute owner thereof, provided that until the occurrence of a
  Default and whether or not the Collateral is transferred to or registered in the
  name of Secured Party or its nominee, Debtor alone shall be entitled to exercise
  the right to vote such Collateral, and if the Collateral has been so transferred
  or  registered,  Secured  Party shall take such action as Debtor may  reasonably
  request to enable  Debtor to exercise the right to vote such  Collateral  or any
  part thereof for any purpose  which is not  inconsistent  with the terms of this
  Security  Agreement or the Obligations or which would not have an adverse effect
  on the value of the  Collateral or any part thereof;  (r) after a Default any of
  the proceeds of the Collateral  received by Debtor shall not be commingled  with
  other property of Debtor,  but shall be segregated,  held by the Debtor in trust
  as the exclusive property of Secured Party, and Debtor will immediately  deliver
  to Secured Party the identical  checks,  monies, or other proceeds of Collateral
  received,  duly endorsed in blank where appropriate to effectuate the provisions
  hereof, the same to be held by Secured party as additional  Collateral hereunder
  or,  at  secured  Party's  option,  to be  applied  to  payment  of  any  of the
  Obligations,  whether or not due and in any order;  and (s) at any time  Secured
  Party  may  assign,  transfer  and  deliver  to  any  transferee  of  any of the
  Obligations,  any or all of the  Collateral,  whereupon  Secured  Party shall be
  fully discharged from all responsibility and the transferee shall be vested with
  all powers and rights of Secured  Party  hereunder  with  respect  thereto,  but
  Secured Party shall retain all rights and powers with respect to any  Collateral
  not assigned, transferred or delivered.
  
           4. The occurrence of any one of more "Defaults" or "Events of Default",
  as  defined  in the  Purchase  Agreement  shall  constitute  an event of default
  ("Default") by Debtor under this Security Agreement.
  
           5.  Upon the  occurrence  of any  Default  and at any time  thereafter,
  Secured Party may, without demand upon Debtor, declare any or all Obligations of
  Debtor  immediately  due and payable and Secured  Party shall have the following
  rights and remedies (to the extent  permitted by applicable  law) in addition to
  all rights and  remedies of a secured  party under the UCC, or of Secured  Party
  under the  Obligations,  all such  rights and  remedies  being  cumulative,  not
  exclusive and  enforceable  alternatively,  successively  or  concurrently;  (a)
  Secured  Party may at any time and from time to time,  with or without  judicial
  process or the aid and  assistance  of others,  enter upon any premises in which
  any of the Collateral may be located and, without  resistance or interference by
  Debtor, take possession of the Collateral;  and/or dispose of any part or all of
  the Collateral on any premises of Debtor;  and/or require Debtor to assemble and
  make  available to Secured Party at the expense of Debtor any part or all of the
  Collateral at any place and time designated by Secured Party which is reasonably
  convenient to both parties; and/or remove any part or all of the Collateral from
  any premises on which any part may be located for the purpose of effecting  sale
  or other  disposition  thereof (and if any of the  Collateral  consists of motor
  vehicles,  Secured Party may use Debtor's license plates);  and/or sell, resell,
  lease, assign and deliver,  grant options for or otherwise dispose of any or all
  of the Collateral in its then condition or following any commercially reasonable
  preparation  or  processing,  at  public  or  private  sale  or  proceedings  or
  otherwise,  by one or more  contracts,  in one or more  parcels,  at the same or
  different  times,  with or without having the Collateral at the place of sale or
  other disposition,  for cash and/or credit, and upon any terms, at such place(s)
  and time(s) and to such persons,  firms or  corporations  as Secured Party deems
  best,  all  without  demand  for  performance  or any  notice  or  advertisement
  whatsoever except that where an applicable statute requires reasonable notice of
  sale or other disposition Debtor hereby agrees that five days notice by ordinary
  mail,  postage  prepaid,  to any  address of Debtor  set forth in this  Security
  Agreement  of the place and time of any public  sale or of the time after  which
  any private sale or other intended  disposition  is to be made,  shall be deemed
  reasonable  notice  thereof.  If any of the  Collateral is sold by Secured Party
  upon credit or for future  delivery,  Secured  Party shall not be liable for the
  failure of the  purchaser  to pay for same and in such event  Secured  Party may
  resell such Collateral.  Secured Party may buy any part or all of the Collateral
  at any  public  sale  and  if any  part  or all of the  Collateral  is of a type
  customarily  sold in a recognized  market or is of the type which is the subject
  of widely distributed standard price quotations Secured Party may buy at private
  sale and may make  payment  therefor by any means.  Secured  Party may apply the
  cash  proceeds  actually  received  from any sale or  other  disposition  to the
  reasonable expenses of retaking,  holding,  preparing for sale, selling, leasing
  and  the  like,  to  reasonably  attorney's  fees  (not  exceeding  15%  of  the
  outstanding  Obligations) and all reasonable travel and other expenses which may
  be incurred by Secured Party in attempting to collect the Obligations or enforce
  this  Security  Agreement  or in the  prosecution  or  defense  of any action or
  proceeding related to the subject matter of this Security Agreement; and then to
  the  Obligations  in such order and as to principal or interest as Secured Party
  may desire;  and Debtor shall remain liable and will pay Secured Party on demand
  any deficiency remaining, together with interest thereon at a rate equal to the
  
                                                         2
  
  <PAGE>
  
  
  
  highest  rate then  payable on the  Obligations  and the balance of any expenses
  unpaid,  with any  surplus to be paid to Debtor,  subject to any duty of Secured
  Party imposed by law to the holder of any subordinate  security  interest in the
  Collateral.  Debtor  recognizes that the Secured Party may be unable to effect a
  public  sale of all or a part of the  Collateral  consisting  of  securities  by
  reason of certain prohibitions  contained in the Securities Act of 1933, but may
  be  compelled to resort to one or more  private  sales to a restricted  group of
  purchasers  who will be obliged to agree,  among other  things,  to acquire such
  securities  for their own  account,  for  investment  and not with a view to the
  distribution or resale thereof. Debtor agrees that any such private sales may be
  at prices and other  terms less  favorable  to the seller than if sold at public
  sales  and that  such  private  sales  shall be  deemed  to have  been made in a
  commercially reasonable manner. Secured Party has no obligation to delay sale of
  any such  securities  for the period to time  necessary  to permit the issuer of
  such  securities,  even if such issuer would agree,  to register such securities
  for  public  sale  under  the  Securities  Act of 1933;  (b)  Secured  Party may
  appropriate,  set off and apply to the payment of any or all of the Obligations,
  any and all  Collateral in or coming into the possession of Secured Party or its
  agents and belonging or owing to Debtor,  without notice to Debtor,  and in such
  manner as Secured Party may in its discretion  determine;  (c) Secured Party may
  exercise  all  voting  rights  with  respect  to all  or  any of the  Collateral
  consisting of securities and may exercise all powers with respect  thereto as if
  an absolute owner  thereof,  none of which shall  adversely  affect the security
  interests granted herein or the Obligations.
  
           6. To  effectuate  the  terms  and  provisions  hereof,  Debtor  hereby
  designates   and  appoints   Secured  Party  and  its  designees  or  agents  as
  attorney-in-fact  of Debtor,  irrevocably and with power of  substitution,  with
  authority,  after a Default, to receive,  open and dispose of all mail addressed
  to Debtor,  to notify the Post  Office  authorities  to change the  address  for
  delivery  of mail  addressed  to Debtor to such  address  as  Secured  Party may
  designate;  to  endorse  the name of Debtor on any notes,  acceptances,  checks,
  drafts,  money orders,  instruments or other evidences of payment or proceeds of
  the Collateral that may come into Secured Party's  possession;  to sign the name
  of Debtor on any  invoices,  documents,  drafts  against  and notices to account
  debtors or obligors of Debtor,  assignments  and  requests for  verification  of
  accounts;  to execute  proofs of claim and loss;  to execute  any  endorsements,
  assignments,  or other  instruments  of  conveyance  or transfer;  to adjust and
  compromise any claims under insurance policies;  to execute releases;  and to do
  all other acts and things  (before  as well as after a  Default)  necessary  and
  advisable in the reasonable discretion of Secured Party to carry out and enforce
  this  Security  Agreement.  All lawful and  reasonable  acts of said attorney or
  designee are hereby ratified and approved and, except for willful  misconduct or
  gross negligence,  said attorney or designee shall not be liable for any acts of
  commission or omission, nor for any error of judgment or mistake of fact or law.
  This power of attorney being coupled with an interest is  irrevocable  while any
  of the Obligations shall remain unpaid.
  
           7. Secured Party shall have the duty to exercise reasonable care in the
  custody and  preservation  of any securities in its  possession  included in the
  Collateral,  which duty shall be fully satisfied if Secured Party maintains safe
  custody of any such  securities,  and,  with respect to any  maturities,  calls,
  conversions,  exchanges, redemption, offers, tenders or similar matters relating
  to any of such securities (herein called "events"),  in the exercise of its sole
  discretion  (a) Secured Party  endeavors to take such action with respect to any
  of the events as Debtor may  reasonably and  specifically  request in writing in
  sufficient  time for such  action to be  evaluated  and taken or (b) if  Secured
  Party  determines that the action  requested might adversely affect the value of
  the securities as  collateral,  the collection of the  Obligations  secured,  or
  otherwise  prejudice  the  interests  of  Secured  Party,  Secured  Party  gives
  reasonable notice to Debtor that any such requested action will not be taken and
  if Secured Party makes such determination or if Debtor fails to make such timely
  request,  Secured  Party takes such other  action as it deems  advisable  in the
  circumstances.  Secured Party shall have no further  obligation to ascertain the
  occurrence  of, or to notify Debtor with respect to, any events and shall not be
  deemed to assume any such obligation as a result of the establishment by Secured
  Party  of  any  internal  procedures  with  respect  to  any  securities  in its
  possession,  nor shall Secured Party be deemed to assume any responsibility for,
  or obligation or duty with respect to, any part or all of the Collateral, of any
  nature or kind, or any matter or proceedings arising out of or relating thereto,
  including,  without  limitation,  any  obligation  or duty to take any action to
  collect, preserve or protect its or Debtor's rights in the Collateral or against
  any prior  parties  thereto,  but the same shall be at Debtor's sole risk at all
  times. If the Collateral  hereunder  includes "stock" as defined in Regulation U
  of the Federal  Reserve Board, it is hereby agreed such "stock" shall not secure
  Obligations which are "purpose  credits",  as that term is used in Regulation U,
  and (i) are  secured  solely  by  collateral  other  than  "stock"  or (ii)  are
  unsecured.  Secured  Party's prior recourse to any part or all of the Collateral
  shall not  constitute a condition of any demand,  suit or proceeding for payment
  or  collection  of the  Obligations.  No act,  failure or delay by Secured Party
  shall constitute a waiver of its rights and remedies hereunder or otherwise.  No
  single or partial  waiver by the Secured Party of any Default or right or remedy
  which it may have  shall  operate  as a waiver  of any other  Default,  right or
  remedy or of the same  Default,  right or remedy  on a future  occasion.  Debtor
  hereby  waives  presentment,  notice of dishonor and protest of all  instruments
  included in or evidencing any of the Obligations or the Collateral,  and any and
  all other notices and demands  whatsoever (except as expressly provided herein).
  Debtor agrees to pay, on demand, all reasonable  out-of-pocket expenses incurred
  by Secured Party in connection with the enforcement of this Security  Agreement,
  the  Obligations,  and the transactions  contemplated  hereunder and thereunder,
  including  but not  limited to the  reasonable  fees and  expenses of counsel to
  Secured  Party.  In the event of any  litigation,  with  respect  to any  matter
  connected  with this Security  Agreement,  the  Obligations  or the  Collateral,
  Debtor hereby  waives the right to a trial by jury and all  defenses,  including
  any defense based on any Statute of Limitations,  any claim of laches, rights of
  setoff  and the  rights to  interpose  counterclaims  of any  nature  other than
  mandatory counterclaims.  Debtor hereby irrevocably consents to the jurisdiction
  of the courts of the State of New York and of any Federal  Court located in such
  State in connection with any action or proceeding  arising out of or relating to
  the Obligations,  this Security Agreement or the Collateral,  or any document or
  instrument  delivered  with  respect to any of the  Obligations.  Debtor  hereby
  waives personal service of any summons, complaint or other process in connection
  with any such action or  proceeding  and agrees that the service  thereof may be
  made by certified or registered mail directed to Debtor at any place of business
  set forth  below,  or at such other  address as Debtor may  designate by written
  notification by certified or registered mail directed to and received by Secured
  Party at its office set forth in the financing statements filed hereunder (or if
  no such financing  statements have been filed, at the office of Secured Party at
  which is located  the  officer  in direct  supervision  of the  within  security
  interest).  The  Debtor so  served  shall  appear  or  answer  to such  summons,
  complaint or other process within thirty days after the mailing thereof.  Should
  the Debtor so served  fail to appear or answer  within said  thirty-day  period,
  such Debtor  shall be deemed in default and  judgment  may be entered by Secured
  Party against such Debtor for the amount or such other relief as may be demanded
  in any summons, complaint or other process so served. In the alternative, in its
  discretion  Secured  Party may effect  service  upon Debtor in any other form or
  manner  permitted  by law.  All terms used  herein  shall have the  meanings  as
  defined in the UCC, unless the context otherwise  requires.  No provision hereof
  shall be modified,  altered or limited except by a written instrument  expressly
  referring to this Security Agreement and to such provision,  and executed by the
  party
  
                                                         3
  
  <PAGE>
  
  
  
  to be charged.  The execution  and delivery of this Security  Agreement has been
  authorized by the Board(s) of Directors of Debtor and by any  necessary  vote or
  consent of stockholders of Debtor (if a  corporation).  This Security  Agreement
  and all Obligations  shall be binding upon the heirs executors,  administrators,
  successors, or assigns of Debtor, and all, together with the rights and remedies
  of  Secured  Party  hereunder,  inure  to the  benefit  of  Secured  Party,  its
  successors,  endorsees and assigns.  This Security Agreement and the Obligations
  shall be governed in all  respects by the laws of the State of New York.  If any
  term  of this  Security  Agreement  shall  be held  to be  invalid,  illegal  or
  unenforceable,  the  validity  of all  other  terms  hereof  shall  in no way be
  affected  thereby.  Secured  Party is  authorized  to annex hereto any schedules
  referred  to herein.  Debtor  acknowledges  receipt  of a copy of this  Security
  Agreement.
  
           IN  WITNESS  WHEREOF,  the  undersigned  has  executed  or caused  this
  Security Agreement to be executed in the State of New York, the date first above
  set forth.
  
  
  
  (CORPORATE SEAL)                                     LAMINAIRE CORPORATION
  
                                                       By
                                                      (Name)
                                                      (Title)
  
                                 Trade Name (if any)
  
  
  
  
  
  
  Chief Place of Business:                  All location(s) of Collateral:
                                           (Also set forth the Section,
                                            Block and Lot where  there is  located
                                            any of the Collateral  which is or may
                                            be affixed to realty.)
  
  
  
  
  
  
  
  Other Places of Business:
  
  
  
  
  
  
  
  
  
  
  
  Location of Books and Records             Name of record owner of real estate
  Relating to the Collateral:               where any of the Collateral is or may
                                            be affixed to realty:
  
  
  
  
  
  
  
  
  
  
  
  
                                                         4
  
  <PAGE>
  
  
  
  
  
  
  
  
  
                                                      Schedule A
  
           Collateral  shall mean and  include all of  Debtor's  right,  title and
  interest in and to:
  
           1.  All Accounts;
  
           2.  All Inventory;
  
           3.  All Equipment; and
  
           4. All  Proceeds and  products of any or all of the  foregoing,  to the
  extent not otherwise included.
  
  For purposes of this  Schedule A, the  following  terms shall have the following
  meanings:
  
                    "Accounts" shall mean all "accounts",  as such term is defined
           in Section  9-106 of the  Uniform  Commercial  Code as in effect on the
           date hereof in the State of New Jersey (the  "Code"),  in which  Debtor
           now or hereafter has any right, title or interest.
  
                    "Equipment"  shall  mean  all  "equipment",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Inventory"  shall  mean  all  "inventory",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Proceeds" shall mean  "proceeds",  as such term is defined in
           Section 9-306 of the Code including, but not limited to (i) any and all
           proceeds of any insurance,  indemnity,  warranty or guaranty payable to
           Debtor from time to time with  respect to any of the  Collateral,  (ii)
           any and all payments (in any form  whatsoever)  made or due and payable
           to  Debtor  from  time to  time in  connection  with  any  requisition,
           confiscation, condemnation, seizure or forfeiture of all or any part of
           the Collateral by any governmental  body,  authority,  bureau or agency
           (or any person,  corporation,  agency, authority or other entity acting
           under  color of  governmental  authority)  and  (iii) any and all other
           amounts from time to time paid or payable under or in  connection  with
           any of the Collateral.
  
                                                         5
  
  <PAGE>
  
  
  EXHIBIT 10.33  GUARANTY EXECUTED BY LAMINAIRE CORPORATION IN FAVOR OF NORWOOD
                 VENTURE CORP. DATED OCTOBER 16, 1997
  
  <PAGE>
  
  
                                                       GUARANTY
  
  
      GUARANTY dated as of October 16 , 1997 made by the undersigned guarantor
  (the "Guarantor"), in favor of Norwood Venture Corp.  ("NVC").
  
       WHEREAS, NVC is, on the date hereof,  purchasing, at par, from Thermo-Mizer
  Environmental  Corp.,  a  Delaware  corporation  which owns all of the issed and
  outstanding  capital stock of the Guarantor (the  "Company"),  the Company's 12%
  Convertible  Note due November 1, 2002 in the principal  amount of $500,000 (the
  "Note") pursuant to a Convertible Note Purchase  Agreement dated the date hereof
  (the "Purchase Agreement") and the Company is transferring to the Guarantor part
  of the proceeds received by it from the sale of the Note; and
  
        WHEREAS,  it  is  a  condition  to  NVC's  consummating  the  transactions
  contemplated by the Purchase  Agreement that the Guarantor executes and delivers
  this Guaranty to NVC.
  
        NOW,  THEREFORE,  in  consideration of the premises and for other good and
  valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
  Guarantor hereby agrees for the benefit of NVC and the successors and assigns of
  NVC, as follows:
  
  
           Guaranty  of  Payment.   The  Guarantor  hereby   unconditionally   and
  irrevocably  guarantees for the benefit of NVC and the successors and assigns of
  NVC (a) the prompt and complete  payment when due (whether at the scheduled date
  for payment or on acceleration, including amounts which would become due but for
  the operation of the automatic stay under Section 362(a) of the Bankruptcy Code,
  11  U.S.C.  ss.362(a)  or any  successor  provision  thereto  or any  comparable
  provision  under  the laws of any  foreign  jurisdiction)  of all  indebtedness,
  obligations  and  liabilities  of the  Company  to NVC  under the Note (all such
  indebtedness,    obligations   and   liabilities   being   herein   called   the
  "Obligations"), and (b) the prompt and complete payment on demand of any and all
  reasonable  out-of-pocket expenses incurred by NVC in enforcing any rights under
  this Guaranty ("Expenses").
  
      No  Subrogation.  Notwithstanding  any  payment  or  payments  made  by  the
  Guarantor  hereunder or any setoff or  application  of funds of the Guarantor by
  NVC, the  Guarantor  shall not be entitled to be subrogated to any of the rights
  of NVC against the  Company or any  collateral  security or guaranty or right of
  offset held by NVC for the payment of the  Obligations,  nor shall the Guarantor
  seek any  reimbursement  from the  Company in respect  of  payments  made by the
  Guarantor hereunder.
  
       No Release of Guarantor's Obligations.  The Guarantor hereby consents that,
  without the  necessity of any  reservation  of rights  against the Guarantor and
  without notice to or further assent by the Guarantor:
  
  
       any  demand  for  payment  of any of the  Obligations  made  by NVC  may be
  rescinded by NVC;
  
       the Obligations, or the liability of the Company or any other party upon or
  for any part thereof,  or any collateral  security or guaranty therefor or right
  of offset with respect thereto,  may, from time to time, in whole or in part, be
  renewed,  extended,  amended,  modified,   accelerated,   compromised,   waived,
  surrendered or released;
  
       the Purchase Agreement, the Note and any agreement,  instrument,  schedule,
  annexure,  supplement,  collateral  security  document  or  guaranty,  or  other
  document delivered in connection therewith, may be amended,  modified,  renewed,
  extended, supplemented or terminated, in whole or in part; and
  
  AAL\Norwood\Thermo
  9/25/97
  
  <PAGE>
  
  
  
  
       any collateral  security or guaranty or right of offset at any time held by
  NVC  for  the  payment  of the  Obligations  may  be  sold,  exchanged,  waived,
  surrendered or released;
  
  all without the necessity of any reservation of rights against the Guarantor and
  without  notice to or further  assent by the  Guarantor,  and the Guarantor will
  remain  bound   hereunder,   notwithstanding   any  such   renewal,   extension,
  modification,  acceleration,  compromise,  amendment,  supplement,  termination,
  sale,  exchange,  waiver,  surrender or release. NVC shall have no obligation to
  protect,  secure, perfect or insure any collateral security document or property
  subject  thereto  at any  time  held as  security  for the  Obligations  or this
  Guaranty.  When making any demand hereunder against the Guarantor,  NVC may, but
  shall be under no  obligation  to,  make a similar  demand on the Company or any
  other obligor,  and any failure by NVC to make any such demand or to collect any
  payments  from the Company or any other obligor or any release of the Company or
  any  other  obligor  shall not  relieve  the  Guarantor  of its  obligations  or
  liabilities  hereunder,  and shall not impair or affect the rights and remedies,
  express or implied, or as a matter of law, of NVC against the Guarantor. For the
  purposes hereof,  "demand" shall include the commencement and continuance of any
  legal proceedings.
  
       Reliance;  Obligations  Absolute;  Etc.  The  Guarantor  waives any and all
  notice of the creation,  renewal, extension or accrual of any of the Obligations
  and notice of or proof of reliance by NVC upon this  Guaranty or  acceptance  of
  this Guaranty,  and the  Obligations,  and any of them,  shall  conclusively  be
  deemed to have been  created,  contracted  or  incurred  in  reliance  upon this
  Guaranty,  and all dealings  between the Company or the  Guarantor and NVC shall
  likewise be  conclusively  presumed to have been had or  consummated in reliance
  upon this Guaranty. The Guarantor waives notice of acceptance hereof, diligence,
  presentment,  protest,  notice of  protest,  demand  for  payment  and notice of
  default or nonpayment  to or upon the Company or the  Guarantor  with respect to
  the Obligations. This Guaranty shall be construed as a continuing,  absolute and
  unconditional   guaranty  of  payment  (and  not  merely  of  collection).   The
  obligations and liabilities of the Guarantor  hereunder shall not be conditioned
  or  contingent  upon the pursuit by NVC, or any other  person at any time of any
  right or remedy  against the Company or any other  person which may be or become
  liable  in  respect  of all or  any  part  of the  Obligations  or  against  any
  collateral  security  or  guaranty  therefor  or right of  offset  with  respect
  thereto.  This Guaranty  shall remain in full force and effect and be binding in
  accordance  with and to the  extent  of its  terms  upon the  Guarantor  and its
  successors and assigns, and shall inure to the benefit of NVC and the successors
  and  assigns  of NVC,  until  all the  Obligations  and the  obligations  of the
  Guarantor under this Guaranty shall have been  irrevocably  satisfied by payment
  in full.
  
  
       Reinstatement.  This  Guaranty  shall  continue  to  be  effective,  or  be
  reinstated,  as the case may be, if at any time payment, or any part thereof, of
  any of the  Obligations  is rescinded or must otherwise be restored or returned,
  and in each case shall have  actually been repaid,  by NVC upon the  insolvency,
  bankruptcy,  dissolution,  liquidation or  reorganization  of the Company or the
  Guarantor,  or upon or as a result of the appointment of a receiver,  intervenor
  or  conservator  of, or trustee  or  similar  officer  for,  the  Company or the
  Guarantor,  or any  substantial  part of their  property,  or otherwise,  all as
  though  such  payments  had not been made.  This  provision  shall  survive  any
  termination of this Guaranty.
  
  
       Payments.  The Guarantor agrees that any amounts for which the Guarantor is
  liable  hereunder  will be paid in  lawful  currency  of the  United  States  of
  America.  All payments  hereunder shall be made to NVC in immediately  available
  funds or such other funds and in such manner as NVC may require.
  
  
       No Waiver;  Remedies  Cumulative.  No failure to  exercise  and no delay in
  exercising,  on the part of NVC, any right,  power or privilege  hereunder shall
  operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
  right, power or privilege preclude any other or further exercise thereof, or the
  exercise of any other power or right.  The rights and remedies  herein  provided
  are cumulative and not exclusive of any rights or remedies provided by law.
  
  
  
                                                        -2-
  
  <PAGE>
  
  
  
       Waivers; Amendments;  Governing Law. No provision of this Guaranty shall be
  waived,  amended or supplemented  except by a written instrument executed by the
  Guarantor  and NVC.  This  Guaranty  shall be binding  upon the  successors  and
  assigns of the  Guarantor,  and shall,  together with the rights and remedies of
  NVC  hereunder,  inure to the benefit of NVC and the  successors  and assigns of
  NVC. The  Guarantor may not assign any of its rights or  obligations  under this
  Guaranty  without  the prior  written  consent of NVC.  This  Guaranty  shall be
  governed by and be construed and  interpreted in accordance with the laws of the
  State of New York.
  
  
       Severability.  Any  provision  of this  Guaranty  which  is  prohibited  or
  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
  to the extent of such prohibition or unenforceability  without  invalidating the
  remaining provisions hereof, and any such prohibition or unenforceability in any
  jurisdiction shall not invalidate or render  unenforceable such provision in any
  other jurisdiction.
  
  
  
       Notices. All notices, requests, demands or other communications pursuant to
  or in connection  with this Guaranty shall be given in writing (and shall become
  effective)  when  deposited  in the mails,  postage  prepaid,  addressed  to the
  Guarantor at the address set forth below, and to NVC at 1430 Broadway, New York,
  New York 10018 or to such other  address as shall be specified in writing by one
  to the other. No other method of giving notice is hereby precluded.
  
  
       Submission to Jurisdiction; Waiver of Jury Trial. The Guarantor agrees that
  any legal or equitable action or proceeding with respect to this Guaranty or the
  enforcement  thereof may be brought in any  Federal or State court of  competent
  jurisdiction  located  in the  City  of New  York  and  irrevocably  waives  any
  objection the  Guarantor  may now or hereafter  have as to the venue of any such
  action  or  proceeding  brought  in  such a  court  or  that  such  court  is an
  inconvenient  forum. The Guarantor consents to the service of process out of any
  of the  aforementioned  courts in any such  action or  proceeding  by mailing of
  copies  thereof by  registered  mail,  postage  prepaid,  such service to become
  effective five (5) business days after such mailing. Nothing herein shall affect
  NVC's right to serve process in any other manner  prescribed by law or the right
  to  bring  legal  or  equitable   actions  or  proceedings  in  other  competent
  jurisdictions.  Any judicial  proceeding by the Guarantor against NVC involving,
  directly or  indirectly,  any matter in any way  arising  out of,  related to or
  connected  with this  Guaranty  shall be brought only in a court  located in the
  City of New York.
  
  
                    THE  GUARANTOR  HEREBY  WAIVES  TRIAL BY JURY IN ANY  JUDICIAL
  PROCEEDING  BROUGHT BY THE GUARANTOR OR NVC  INVOLVING,  DIRECTLY OR INDIRECTLY,
  ANY  MATTER  IN ANY WAY  ARISING  OUT OF,  RELATED  TO, OR  CONNECTED  WITH THIS
  GUARANTY.
  
                                LAMINAIRE CORPORATION
  
  
                                By:__________________________________
  
  
  
  Address for Notices:
  
  Laminaire Corporation
  528 Oritan Avenue
  Ridgefield, New Jersey 07657
  
  Attention: Jon Darcy
              Charles Garay
  
                                                        -3-
  
  <PAGE>
  
  
  STATE OF NEW YORK      )
                                        : SS.:
  COUNTY OF NEW YORK  )
  
       On this day of October,  1997, before me personally came , to me known, who
  by me duly sworn, did depose and say that deponent resides at
                                   ,
  that deponent is the of Laminaire Corporation,  the corporation described in and
  which  executed the  foregoing  Guaranty,  that  deponent  knows the seal of the
  corporation,  that the seal affixed to the Guaranty is the corporate  seal, that
  it was affixed by order of the board of directors of the  corporation;  and that
  deponent signed deponent's name by like order.
  
  
  
                                                         Notary Public
  
                                                        -4-
  
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "THERMO-MIZER ENVIRONMENTAL CORP", "cik": "0000934379", "assigned-sic": "5047", "irs-number": "222312917", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14216", "film-number": "97701744"}, "business-address": {"street1": "528 ORITAN AVE", "city": "RIDGEFIELD", "state": "NJ", "zip": "07657", "phone": "2019415805"}, "mail-address": {"street1": "380 LEXINGTON AVE", "street2": "380 LEXINGTON AVE", "city": "NEW YORK", "state": "NY", "zip": "10168"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON D.C. 20549
  
                                                  ----------
  
                                                   FORM 8-K
  
                                                CURRENT REPORT
                                                  PURSUANT TO
                                            SECTION 13 or 15(d) OF
                                      THE SECURITIES EXCHANGE ACT OF 1934
  
           DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):   October 16, 1997
  
                                       THERMO-MIZER ENVIRONMENTAL CORP.
               -----------------------------------------------------------------
                              (Exact name of Registrant as specified in charter)
  
               DELAWARE                  33-87284-N4                 22-2312917
   -----------------------------------------------------------------------------
            (State or other              (Commission              (I.R.S Employer
           jurisdiction                 File Number)               Identification
           of incorporation)                                           Number)
  
               528 Oritan Avenue, Ridgefield, New Jersey               07657
      --------------------------------------------------------     ----------
                (Address of Principal Executive Offices)              (Zip Code)
  
                                                 201-941-5805
                               -------------------------------------------------
                               Registrant's Telephone number including area code
  ITEM 2.  Acquisition or Disposition of Assets.
  
           a)       Acquisition of Laminaire Corporation
  
           On October 16,  Thermo-Mizer  Environmental  Corp.  (the  "Registrant")
  acquired  all of  the  outstanding  shares  of  Common  Stock  of the  Laminaire
  Corporation  ("Laminaire")  from Garay LLC for a purchase  price of  $3,000,000,
  subject to adjustment.  Laminaire, based in Rahway, New Jersey, manufactures and
  distributes cleanroom products and also produces a variety of electronic circuit
  boards.  The  purchase  price  consisted  of a cash  payment  of  $1,000,000,  a
  convertible  promissory  note  in  the  principal  amount  of  $2,200,000  and a
  promissory note with a principal amount to be determined (the "Second Note").
  
           The  First  Note  bears  interest  at the rate of 10% per  annum and is
  payable  in 60 equal  installments  of  principal  and  interest  of  $33,829.79
  commencing November 16, 1997 with a final payment of principal of $1,000,000 due
  on October 16, 2002. The First Note is  convertible  into shares of Common Stock
  at a  conversion  price per  share equal to the average closing bid price for 
  the five trading days prior to closing.  The  First  Note  is  convertible
  commencing  April 16, 1998 for two years in amounts not  exceeding  $500,000 for
  each four month period.  The holder of the Convertible  Debenture is entitled to
  demand  registration  of the Common Stock issuable upon  conversion of the First
  Note one time at the Registrant's  expense commencing April 16, 1999. The holder
  of the First Note is also  entitled to  piggyback  registration  with respect to
  such shares of Common Stock with respect to any registration  statement filed by
  the Registrant with the exception of the  registration  statement to be filed in
  connection  with any of the securities  issued in connection  with obtaining the
  financing for the acquisition of the stock of Laminaire.
  
           The Second Note will be in a principal  amount equal to the  difference
  between (a) the Stockholders' Equity (as hereinafter defined) of Laminaire as of
  September  30,  1997  minus  $200,000  minus  (b) the  Stockholders'  Equity  of
  Laminaire  as of  September  30,  1996. In the  event  that the adjustment as  
  determined in accordance  with clause (iii) is less than $0, then the principal 
  amount of the First Note shall be reduced by such amount. The term 
  "Stockholders'  Equity" shall mean as of the time of any determination  thereof,
  the net worth of Laminaire,  all as determined by the Company in accordance with
  generally accepted accounting principles.  The Second Note bears interest at the
  rate of 15% per anum.  The principal  amount of the Second Note, and all accrued
  interest thereon, is due on March 31, 1998.
  
           In conjunction with the acquisition of Laminaire, the Registrant issued
  a promissory  note to Charles Garay in the principal  amount of $90,479.27  (the
  "Third  Note").  The Third Note bears  interest at the rate of 15% per annum and
  the principal amount of the Third Note, and all accrued interest thereon, is due
  on February 13, 1998.
  The Registrant's  obligations under the First Note, the Second Note and
  the Third Note are  secured by first  priority  security  interests  in the real
  property and all tangible and intangible  personal property including  inventory
  and accounts  receivables  of Laminaire  and the  inventory and equipment of the
  Registrant and a subordinate security interest in the accounts receivable of the
  Registrant. The subordinate security interest is subordinate to the interests of
  the holders of convertible  debentures and convertible  promissory  notes in the
  principal amount of $550,000.
  
           In conjunction with the acquisition of all of the outstanding  stock of
  Laminaire,  the  Registrant  paid all of  Laminaire's  obligations to Corestates
  National Bank ("Corestates") under a mortgage secured by Laminaire's interest in
  its real property and building  located in Rahway,  New Jersey.  The  Registrant
  paid  Corestates  approximately  $1,100,000  on October  16,  1997.  Laminaire's
  obligations  to  Corestates  had been  guaranteed  by  Charles J.  Garay,  which
  guaranty was terminated upon payment of the mortgage.  Upon  satisfaction of its
  obligations  to  Corestates,  Laminaire  owed its property  free of any liens or
  encumbrances,  except for the security  interest  granted in connection with the
  First, Second and Third Notes.
  
           Laminaire has used the building located on its property in Rahway,  New
  Jersey as its principal office and manufacturing facility for the manufacture of
  cleanroom products and a variety of electronic  circuit boards..  The Registrant
  anticipates  continuing Laminaire's operations at such location and may relocate
  the Registrant's  principal  executive  offices from  Ridgefield,  New Jersey to
  Laminaire's facility.
  
           Garay LLC, the seller of the common stock of Laminaire, is a New Jersey
  limited liability company which is partially owed by Charles J Garay and Antonio
  Garay.  Charles J. Garay is a director of Laminaire and became a director of the
  Registrant  on October 28, 1997. He is also serving as a consultant to Laminaire
  through January 16, 1998. Antonio Garay became the President and Chief Operating
  Officer of Laminaire on October 16, 1997.
  
           b)       Source of Funds
  
           The funds  utilized by the  Registrant to purchase the capital stock of
  Laminaire and satisfy  Laminaire's  obligations to Corestates were obtained from
  the issuance of Common Stock of the  Registrant for aggregate  consideration  of
  $200,000 and the issuance of convertible promissory notes and debentures for the
  balance.
  
                    i. Concurrent with the closing of the acquisition of Laminaire
  on  October  16,  1997,  the  Registrant  issued  convertible   debentures  (the
  "Debentures") to three investors in the principal amount of $300,000 pursuant to
  Regulation S under the Securities  Act. The Registrant  will pay interest to the
  holders of the Debenture at the rate of 5% per annum. Interest on the Debentures
  is  payable  in cash or  Common  Stock of the  Registrant,  at the  Registrant's
  discretion. The Registrant's obligations under the Debentures are unsecured. The
  Debentures are convertible into shares of the Registrant's
  Common  Stock  at any time  beginning  forty-one  (41)  days  after  the date of
  issuance,  at a price per share (the "Conversion  Price") equal to the lesser of
  70% of the average  closing bid price for the five trading days  preceding:  (i)
  the date of conversion or, (ii) the date of closing, October 16, 1997.
  
                    The Registrant received net proceeds of $280,000 from the sale
  of the Debentures,  after  deduction of expenses,  including  placement  agent's
  commission  of $20,000.  The  placement  agent for the  transaction  is Monetary
  Advancement International, Ltd.
  
                    The Debentures have been issued to three  investors,  who have
  warranted that they are not related or  affiliated,  and that they are (i) not a
  "U.S.  Person",  (as that term is defined in Rule 902(o) of  Regulation  S), and
  (ii) an  "accredited  investor"  as  defined  in Rule 501 of  Regulation  D. The
  Debentures  cannot be  transferred,  offered or sold in the "U.S.",  or to "U.S.
  persons,"  as such term is defined in Rule 902(o) of  Regulation  S, until after
  forty-one (41) days from issuance.  
  
                    ii.   Concurrent  with  the  closing  of  the  acquisition  of
  Laminaire on October 16, 1997,  the  Registrant  issued 326,521 shares of Common
  Stock to a single  investor,  the Optimum Fund for  aggregate  consideration  of
  $200,000  pursuant to  Regulation S under the  Securities  Act. The Optimum Fund
  warranted that it is (1) not a "U.S.  Person",  (as that term is defined in Rule
  902(o) of Regulation S), and (2) an "accredited investor" as defined in Rule 501
  of  Regulation D. The shares of Common Stock cannot be  transferred,  offered or
  sold in the "U.S.", or to "U.S. persons," as such term is defined in Rule 902(o)
  of Regulation S, until after forty-one (41) days from issuance.  The placement  
  agent for the transaction was U.S. Milestone, Inc.
  
                    iii.  Concurrent  with  the  closing  of  the  acquisition  of
  Laminaire on October 16, 1997,  the  Registrant  issued  convertible  promissory
  notes ( the  "Convertible  Notes") to Norwood  Venture  Corp.  in the  principal
  amount of $500,000  pursuant  to  Regulation  D under the  Securities  Act.  The
  Registrant  will pay interest to the holders of the Debenture at the rate of 10%
  per annum.  The Registrant's  obligations  under the Debentures are secured by a
  first lien (except for an existing lien to secure  indebtedness in the principal
  amount of $50,000) in the Registrant's  accounts  receivables and a lien that is
  second in  priority  to that of Garay LLC,  the seller of the  capital  stock of
  Laminaire, with respect to the inventory and equipment of the Registrant and the
  accounts  receivable,  inventory  and  equipment of  Laminaire.  Laminaire  also
  executed a guaranty in favor of Norwood with respect to the  Registrant's  under
  the Convertible  Note. The Convertible  Notes are convertible into shares of the
  Registrant's  Common  Stock at any time at a price  per share  (the  "Conversion
  Price") equal to the lesser of 70% of the average closing bid price for the five
  trading days preceding: (i) the date of conversion or, (ii) the date of closing,
  October 16, 1997. The  Registrant  agreed to register the shares of Common Stock
  issuable upon conversion of the Convertible Note under the Securities Act.
  The Registrant received net proceeds of $440,000 from the sale
  of the Debentures,  after  deduction of expenses,  including  placement  agent's
  commission  of $50,000 and legal fees payable to  Norwood's  counsel of $10,000.
  The placement agent for the transaction is Monetary  Advancement  International,
  Ltd.
  
                    iv. The balance of the purchase price for the capital stock of
  Laminiare,  including  the  amounts  paid toe  Corestates,  was  obtained by the
  Registrant  from  the  issuance  of  convertible  debentures  in  the  aggregate
  principal amount of $1,500,000 in July, August and September 1997.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
  AND EXHIBITS
           ------------------------------------------------------------------
  
  (A -B) The financial statements with respect to the acquisition of Laminaire are
  also included in, and incorporated by reference to, the Company's report on Form
  10-KSB filed on October 13, 1997
  
  (C)   EXHIBITS.
  
  Exhibit Number                      Title
  
  10.19    Purchase Agreement between the Company and Laminaire Corporation
           dated October 13, 1997 (1)
  10.20    Promissory  Note in Principal  Amount of  $2,200,000  dated October 16,
           1997 executed by the Company in favor of Garay LLC
  10.21    Promissory Note dated October 16, 1997 executed by the Company in
           favor of Garay LLC
  10.22    Promissory  Note in Principal  Amount of $90,479 dated October 16, 1997
           executed by Company in favor of Charles Garay.
  10.23  Guaranty  executed by Laminaire  Corporation  on October 16, 1997.  10.24
  Mortgage  and  Security  Agreement  executed  by  Laminaire   Corporation  10.25
  Employment Agreement of Charles J. Garay dated October 16, 1997 10.26 Employment
  Agreement of Antonio Garay dated October 16, 1997 10.27 Employment  Agreement of
  Gerald E.  Really  dated  October 16, 1997 10.28  Employment  Agreement  of Etta
  Monteleone dated October 16, 1997 10.29 Form of  5%Convertible  Debenture issued
  by the Company on October 16,
           1997 in aggregate principal amount of $300,000
  10.30    Convertible Note Purchase Agreement between the Company and
           Norwood Venture Corp. dated October 16, 1997, with form of
           Convertible Promissory Note executed by the Company in favor of
           Norwood Venture Corp. dated October 16, 1997
  10.31    Security Agreement executed by the Company in favor of Norwood
           Venture Corp. dated October 16, 1997
  10.32    Security Agreement executed by Laminaire Corporation in favor of
           Norwood Venture Corp.  dated October 16, 1997
  10.33    Guaranty executed by Laminaire Corporation in favor of Norwood Venture
           Corp. dated October 16, 1997
  
  (1)     Included in, and incorporated by reference to, the Company's report on
  Form 10-KSB filed on October 13, 1997
  
  ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
  
                    Reference is made to the response to Item 2.
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   THERMO-MIZER ENVIRONMENTAL CORP.
  
                                  /s/ Jon J. Darcy
                                         ------------------------------------
                                  By: Jon J. Darcy
                                      President
  
  Date: October 27, 1997
  
  laminaire\8k1026.97
  EXHIBIT       10.20  PROMISSORY IN PRINCIPAL  AMOUNT OF $2,200,000 DATED OCTOBER
                16, 1997 EXECUTED BY THE COMPANY IN FAVOR OF GARAY LLC.
  EXHIBIT 10.20
  
                                                                   US $2,200,000
  
                          THERMO-MIZER ENVIRONMENTAL CORP.
  
                     10% CONVERTIBLE NOTE DUE OCTOBER 16, 2002
  
           FOR VALUE RECEIVED, the Thermo-Mizer Environmental Corp., a corporation
  duly organized and existing under the laws of Delaware (the "Company")  promises
  to pay to the  order  of  Garay  LLC,  the  registered  holder  hereof  and  its
  successors  and assigns (the  "Holder"),  the  principal  sum of Two Million Two
  Hundred  Thousand  Dollars (US  $2,200,000) on October 16, 2002 (five years from
  the date hereof) (the "Maturity Date"), and to pay interest on the principal sum
  outstanding at the rate of ten percent (10%) per annum as follows:
  
           The principal and interest  shall be repaid in 60  consecutive  monthly
           installments  each in the amount of $33,829.79,  commencing on the 16th
           day of November, 1997 and on the 16th day of each month thereafter, and
           the final installment shall be paid on the 16th day of October, 2002 in
           the principal amount of $1,000,000.
  
  Accrual of interest on the unpaid  outstanding  principal balance shall commence
  on the date  hereof  and shall  continue  each day until  payment in full of the
  outstanding  principal  sum has been made or duly  provided for. The interest so
  payable will be paid to the Holder, at the address last designated in writing by
  the Holder hereof from time to time. Accrued interest shall also be payable when
  the entire  principal  balance of this Note becomes due and payable  (whether by
  demand,  stated maturity or acceleration),  or, if earlier,  when such principal
  balance is actually paid.
  
  In the event of default,  the interest  rate shall be increased to 15% as of the
  date of default,  and such interest  shall accrue on the unpaid  balance  hereof
  until the entire balance has been paid in full, notwithstanding the entry of any
  judgment against the Company.
  
  This Note is secured by a Security Agreement of even date.
  
  Interest shall be calculated on the basis of a 360 day year and shall be charged
  for the  actual  number of days  elapsed.  Interest  shall be  invoiced  for any
  payment received after the 16th day of the month and computed on a daily basis.
  
           This Note is subject to the following additional provisions:
  
                                                           1
  1. The Note may be prepaid by the Company  for the total  amount of the
  then outstanding  balance of the Note, plus all accrued interest thereon, at the
  option of the Company at any time without penalty.  Any partial prepayment shall
  be applied against the outstanding principal and shall not postpone the due date
  of any subsequent payments..
  
           2. Prior to due  presentment for transfer of this Note, the Company and
  any agent of the  Company  may treat the  person in whose name this Note is duly
  registered  on the  Company's  books and  records  as the owner  hereof  for the
  purpose of  receiving  payment as herein  provided  and for all other  purposes,
  whether or not this Note be overdue.
  
           3. The  Holder of this Note is  entitled,  at its  option,  at any time
  commencing  six  months  after  issue  hereof and ending two years from the date
  hereof,  to  convert up to Five  Hundred  Thousand  (US$500,000)  Dollars of the
  principal  amount of the Note,  in each  four-month  period,  into shares of the
  Company's  common  stock,  $0.01  par  value  per  share,  of the  Company  (the
  "Registrable  Stock"),  at the Conversion  Price,  as hereinafter  defined.  The
  Conversion  Price  shall  equal  the  Market  Price  (as  defined  below) of the
  Company's Common Stock. For purposes of this Section 3, the "Market Price" shall
  be the average  closing bid price of the Common  Stock for the five (5) business
  days   immediately   preceding   the   acquisition   of  Laminaire   Corporation
  ("Laminaire").  Such conversion shall be effectuated by surrendering the Note to
  be converted with the form of conversion  notice  attached  hereto as Exhibit I,
  executed  by the  Holder of this Note  evidencing  such  Holder's  intention  to
  convert  this Note or a  specified  portion  (as  above  provided)  hereof,  and
  accompanied by proper  assignment  hereof in blank.  Accrued but unpaid interest
  shall be subject  to  conversion.  No  fractional  shares or scrip  representing
  fractions  of  shares  will be issued on  conversion,  but the  number of shares
  issuable shall be rounded to the nearest whole share,  with the fraction paid in
  cash at the discretion of the Company. The date on which notice of conversion is
  given  shall be deemed to be the date on which the  Holder  has  delivered  this
  Note, with the conversion notice duly executed,  to the Company. In the event of
  the  prepayment  of a portion  of the  principal  amount  of the Note,  only the
  outstanding  principal  amount of the Note can be converted on the Maturity Date
  after giving effect to such prepayment.  Upon the conversion of a portion of the
  outstanding  principal  amount  of the  Note,  the  Company  will  reissue a new
  promissory  note to the Holder with the same terms and  conditions  as this Note
  for the balance of the outstanding principal amount of the Note.
  
  4.       Registration.
  
                    (a) If the Company at any time proposes to register any of its
  Common Stock under the Securities Act of 1933 (the "Securities Act") (other than
  a registration pursuant to form S-8, or a merger,  acquisition or exchange offer
  as to which Rule 145  promulgated  under the Securities Act is applicable,  or a
  registration  with respect to securities issued in connection with financing the
  acquisition  of Laminaire  Corporation),  the Company shall give prompt  written
  notice to the Holder of each such intended  registration  by the Company and the
  Holder  shall be  entitled  to  request  that the  Company  or such  Controlling
  Stockholder  include in any such  registration  any number of Registrable  Stock
  then owned (or issuable upon conversion of the Note) by the Holders,
  
                                                           2
  subject to the  limitations  set forth in  Paragraph  4 hereof.  There can be no
  assurance  that  the  Company  will   effectuate  any  public  offering  of  its
  securities.
  
       Upon the written request of any Holder made within 20 days after the giving
  by the Company of any such notice of intention to register  (which request shall
  specify  the number of  Registrable  Stock  intended  to be  disposed of by such
  Holder), the Company shall use its best efforts to effect the registration under
  the  Securities  Act of all  Registrable  Stock  which the  Company  has been so
  requested to register by such Holder (subject to the  restrictions  set forth in
  Paragraph 4 hereof).
  
        If the managing underwriter in such underwritten offering shall advise the
  Company  that  it  declines  to  include  a  portion  or all of  the  shares  of
  Registrable   Stock   requested  by  the  Holder  or  its   Permitted   Assignee
  (collectively,  the  "Securityholders")  to  be  included  in  the  registration
  statement,  then (A)  registration  of all of the shares sold in connection with
  the offering shall be excluded from such Registration Statement on the condition
  that all securities to be registered by other selling  securityholders,  if any,
  are  also  excluded  and  (B)  registration  of a  portion  of  such  shares  of
  Registrable  Stock shall be excluded  if, such  portion is  allocated  among the
  Securityholders  and any other  selling  securityholders  in  proportion  to the
  respective  numbers of securities to be registered by each such  Securityholders
  and other  selling  securityholder.  In such  event the  Company  shall give the
  Securityholder  prompt  notice of the  number of  shares  of  Registrable  Stock
  excluded.
  
        Notwithstanding the provisions of this Paragraph 4, the Company shall have
  the right at any time after it shall have given written notice  pursuant to this
  Section  (irrespective  of whether a written request for inclusion of the shares
  of  Registrable  Stock  shall  have  been  made) to  elect  not to file any such
  proposed  registration  statement,  or to withdraw the same after the filing but
  prior to the  effective  date  thereof,  and the Company will be relieved of its
  obligation to register any shares of Registrable  Stock on behalf of such Holder
  in  connection  with  such  registration,  but not with  respect  to  subsequent
  registrations.
  
                    (b) If on any one occasion  commencing 18 months from the date
  hereof,  the  Company  shall  receive  from the Holder (or, if the Note has been
  transferred to more than one Holder, from holders of a majority of the principal
  amount of the Note) a written  request that the Company effect the  registration
  of all of the Registrable Stock owned by such holders,  the Company will, at its
  expense,
  
                             (i) as soon  as  practicable,  use  all  commercially
                    reasonable  efforts to effect such  registration  as may be so
                    requested  and as  would  permit  or  facilitate  the sale and
                    distribution of the  Registrable  Stock of the Holder . If the
                    underwriter managing the offering advises the Holders who have
                    requested   inclusion  of  their  Registrable  Stock  in  such
                    registration   that   marketing   considerations   require   a
                    limitation on the number of Registrable  Stock  offered,  such
                    limitation  shall be imposed  pro rata among such  Holders who
                    requested  inclusion of Registrable Stock in such registration
                    according to the number of Registrable  Stock each such Holder
                    requested to be included in such
  
                                                           3
  registration.  Neither the  Company nor any other  shareholder
                    may include Registrable Stock in a registration effected under
                    this Section  without the consent of other  Holders  holding a
                    majority  of the  Registrable  Stock  sought to be included in
                    such registration if the inclusion of Registrable Stock by the
                    Company or the other  shareholders  would  limit the number of
                    Registrable  Stock  sought to be  included  by the  Holders or
                    reduce the offering price thereof.  No registration  initiated
                    by the Holder  hereunder  shall count as a registration  under
                    this  Section  unless  and until it shall  have been  declared
                    effective.
  
                             (ii) The  underwriter of any  underwriting  requested
                    under this Section  shall be selected by the Holder  holding a
                    majority of the Registrable Stock included  therein;  provided
                    that such  underwriter  must be  reasonably  acceptable to the
                    Company.
  
                    (c) In the case of each  registration  effected by the Company
  pursuant  to  Paragraph  4, the  Company  will keep the Holder or its  Permitted
  Assignee advised in writing as to the initiation of each  registration and as to
  the completion  thereof. As used in this Agreement,  "Permitted  Assignee" shall
  mean an  "affiliate"  of the Holder as defined in Rule 144 of the Securities Act
  or  any  other  transferee  pursuant  to a  transfer  made  in  compliance  with
  applicable state and federal securities laws. At its expense, the Company will:
  
                             (i) Keep such registration  effective for a period of
                    9 months or until the  Holder or its  Permitted  Assignee  has
                    completed  the  distribution  described  in  the  registration
                    statement relating thereto, whichever occurs earlier.
  
                             (ii)  Furnish such number of  prospectuses  and other
                    documents  incident  thereto  as the  Holder or its  Permitted
                    Assignee from time to time may reasonably request.
  
                    (d)      Indemnification will be furnished as follows:
  
                             (i) The  Company  will  indemnify  the Holder and any
                    Permitted Assignees whose Registrable Stock is included in any
                    registration  when  registration has been effected pursuant to
                    paragraph (a), and each  underwriter,  if any, and each person
                    who  controls  any  underwriter  within  the  meaning  of  the
                    Securities  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 the  Company  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 the
                    Company in writing by the Holder
  
                                                           4
  or a Permitted  Assignee whose  Registrable Stock are included
                    in such  registration or by any underwriter  specifically  for
                    use herein.
  
                             (ii) The Holder and each Permitted  Assignee will, if
                    Registrable  Stock held by them are included in the securities
                    as to which such registration is being effected, indemnify the
                    Company,  each of its directors,  and officers and counsel and
                    each underwriter,  if any, of the Company's securities covered
                    by the  Registration  Statement,  each person who controls the
                    Company or such underwriter within the meaning of the Exchange
                    Act and the  Securities  Act and  the  rules  and  regulations
                    thereunder,  each  other  stockholder  participating  in  such
                    distribution and each of his 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 the Company in writing by the Holder
                    and  each  Permitted  Assignee;  provided,  however,  that the
                    obligations  of  the  Holder  and  each   Permitted   Assignee
                    hereunder  shall be limited to an amount equal to the proceeds
                    received by such  Holder or each  Permitted  Assignee,  as the
                    case may be, of securities sold as contemplated herein.
  
                             (iii) 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
                    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 4.
                     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.
  
                    (e) The Holder shall  furnish to the Company such  information
  regarding the Holder and any information  relating to the registration of any of
  the Company's securities proposed
  
                                                           5
  by the Holder as the Company may  reasonably  request in writing and as shall be
  reasonably required in connection with any registration.
  
             5. No provision of this Note shall alter or impair the  obligation of
  the Company,  which is absolute and unconditional,  to pay the principal of, and
  interest on, this Note at the time,  place,  and rate, and in the coin currency,
  herein prescribed.
  
             6. The  obligations  of the  Company  hereunder  are  secured  by the
  collateral  (the  "Collateral")  and on the terms as set  forth in that  certain
  security  agreement dated as of the date hereof by and among the Company and the
  Holder (the "Security Agreement").
  
             7. (a) In case the  Company  shall at any time after the date of this
  Note (i) declare a dividend on the outstanding  Common Stock in shares of Common
  Stock of its capital stock, (ii) subdivide the outstanding  Common Stock,  (iii)
  combine the  outstanding  Common Stock into a smaller number of shares of Common
  Stock,  or (iv)  issue  any  shares  of  Common  Stock of its  capital  stock by
  reclassification  of the Common Stock  (including any such  reclassification  in
  connection with a consolidation or merger in which the Company is the continuing
  corporation),  then, in each case, the Conversion Price, and the number and kind
  of Registrable  Stock  receivable  upon  exercise,  in effect at the time of the
  record date for such  dividend  or of the  effective  date of such  subdivision,
  combination,  or reclassification shall be proportionately  adjusted so that the
  holder of the Note  exercised  after such time shall be  entitled to receive the
  aggregate  number  and kind of  Registrable  Stock  which if such  Note had been
  exercised immediately prior to such time, he would have owned upon such exercise
  and  been  entitled  to  receive  by  virtue  of  such  dividend,   subdivision,
  combination,  or  reclassification.  Such adjustment shall be made  successively
  whenever any event listed above shall occur.
  
                    (b) In case the  Company  shall  distribute  to all holders of
  Common Stock  (including any such  distribution  made to the stockholders of the
  Company in connection with a consolidation or merger in which the Company is the
  continuing corporation) evidences of its indebtedness or assets (other than cash
  dividend  distributions  and  dividends  payable  in shares  of  Common  Stock),
  subscription rights, options, or Notes or convertible or exchangeable securities
  containing the right to subscribe for or purchase  shares of Common Stock,  then
  in each  case,  the  Conversion  Price  shall be  adjusted  by  multiplying  the
  Conversion  Price  in  effect  immediately  prior  to the  record  date  for the
  determination  of  stockholders  entitled  to  receive  such  distribution  by a
  fraction of which the numerator shall be the "current market price" per share of
  Common  Stock (as  defined in Section  7(c) on such record  date,  less the fair
  market  value (as  determined  in good  faith by the board of  directors  of the
  Company,  whose  determination shall be conclusive absent manifest error) of the
  portion of the evidences of indebtedness  or assets so to be distributed,  or of
  such  subscription  rights,  options,  or  Notes,  convertible  or  exchangeable
  securities  containing  the right to subscribe for or purchase  shares of Common
  Stock,  applicable  to the  share,  and of which the  denominator  shall be such
  "current market price" per share of Common Stock.  Such adjustment shall be made
  whenever any such  distribution is made, and shall become  effective on the date
  of such
  
                                                           6
  distribution   retroactive  to  the  record  date  for  the   determination   of
  stockholders entitled to receive such distribution.
  
                    (c) For the purpose of any computation  under Section 7(b) the
  "current  market price" per share of Common Stock on any date shall be deemed to
  be the average of the daily closing prices for the 30  consecutive  trading days
  commencing  45 trading  days  before such date.  The closing  price for each day
  shall be the last reported  sales price regular way or, in case no such reported
  sale takes place on such day, the closing bid price  regular way, in either case
  on the  principal  national  securities  exchange  on which the Common  Stock is
  listed or admitted to trading or, if the Common  Stock is not listed or admitted
  to trading on any national securities  exchange,  the highest reported bid price
  as furnished by the NASDAQ Stock market  ("NASDAQ") or the  electronic  bulletin
  board.  If on any  such  date  the  Common  Stock  is  not  quoted  in any  such
  organization,  the fair value of the Common Stock on such date, as determined in
  good faith by the board of directors of the Company,  whose  determination shall
  be conclusive absent manifest error, shall be used.
  
                    (d) No adjustment in the Conversion Price shall be required if
  such adjustment is less than $.05; provided, however, that any adjustments which
  by reason of this  Section  7(d) are not  required  to be made  shall be carried
  forward and taken into account in any subsequent  adjustment.  All  calculations
  under  this  Section  6  shall  be made to the  nearest  cent or to the  nearest
  one-thousandth of a share, as the case may be.
  
                    (e) In any case in which this Section 7 shall  require that an
  adjustment in the  Conversion  Price be made effective as of a record date for a
  specified  event,  the Company may elect to defer until the  occurrence  of such
  event  issuing to the holder of any Note  exercised  after such  record date the
  shares of Common Stock,  if any,  issuable upon such exercise over and above the
  shares of Common Stock, if any,  issuable upon such exercise on the basis of the
  Conversion Price in effect prior to such adjustment, provided, however, that the
  Company shall deliver to such holder a due bill or other appropriate  instrument
  evidencing such holder's right to receive such additional shares of Common Stock
  upon the occurrence of the event requiring such adjustment.
  
                    (f) Upon such  adjustment of the Conversion  Price as a result
  of the calculations made in Sections 6(a) or (b), each Note outstanding prior to
  the making of the adjustment in the Conversion Price shall  thereafter  evidence
  the  right to  purchase,  at the  adjusted  Conversion  Price,  that  number  of
  Registrable  Stock (calculated to the nearest  thousandth)  obtained by dividing
  (A) the  product  obtained  by  multiplying  the  number  of  Registrable  Stock
  purchasable  upon exercise of a Note prior to adjustment of the number of shares
  of Common Stock by the  Conversion  Price in effect prior to  adjustment  of the
  Conversion  Price by (B) the Conversion Price in effect after such adjustment of
  the Conversion Price.
  
                    (g) In case of any capital  reorganization of the Company,  or
  of any  reclassification  of the Common Stock (other than a reclassification  of
  the  Common  Stock  referred  to in  Section  7  (a),  or in  the  case  of  the
  consolidation  of the Company  with or the merger of the Company  into any other
  corporation or of the sale,  transfer,  or lease of the properties and assets of
  the Company as, or
  
                                                           7
  substantially  as, an entirety to any other  corporation  or other entity,  each
  Note shall after such capital reorganization,  reclassification of Common Stock,
  consolidation,  merger, sale, transfer,  or lease, be exercisable,  on the terms
  and conditions  specified in this Note, for the number of shares of Common Stock
  or other securities, assets or cash to which a holder of the number of shares of
  Common  Stock   purchasable  (at  the  time  of  such  capital   reorganization,
  reclassification of Common Stock,  consolidation,  merger,  sale,  transfer,  or
  lease) upon  exercise of such Note would have been  entitled  upon such  capital
  reorganization,  reclassification of Common Stock, consolidation,  merger, sale,
  transfer, or lease; and in any such case, if necessary, the provisions set forth
  in this Section 7 with  respect to the rights and  interests  thereafter  of the
  holders of the Note shall be appropriately  adjusted so as to be applicable,  as
  nearly as may reasonably be, to any shares of stock,  other securities,  assets,
  or cash  thereafter  deliverable on the exercise of the Note. The subdivision or
  combination of shares of Common Stock at any time  outstanding into a greater or
  lesser  number of shares  shall  not be deemed to be a  reclassification  of the
  Common stock for the purposes of this  subsection.  The Company shall not effect
  any  such  consolidation,  merger,  transfer,  or  lease,  unless  prior  to  or
  simultaneously  with the  consummation  thereof,  the successor  corporation (if
  other  than the  Company)  resulting  from such  consolidation  or merger or the
  Corporation  purchasing,  receiving, or leasing such assets or other appropriate
  corporation  or entity shall  expressly  assume,  by written  instrument in form
  satisfactory  to the Holder and duly executed and  delivered to the Holder,  the
  obligation to deliver to the Holder such shares of stock, securities,  or assets
  as, in accordance with the foregoing provisions,  such Holder may be entitled to
  purchase and to perform the other obligations of the Company under this Note.
  
             8. The Company hereby  expressly  waives demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
             9. The  Company  agrees  to pay all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Note,  or to enforce its rights and  remedies  against
  the Collateral or under the Security Agreement of even date.
  
             10. The Company covenants and agrees that:
  
                    (a)  Preservation of Corporate  existence and franchises.  The
  Company shall preserve and keep in full force and effect its corporate existence
  and all franchises, rights and privileges necessary to the proper conduct of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and copyrights of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
                                                           8
  (b)  Amendments.  The Company  shall  promptly  deliver to the
  Holder  copies  of  any  amendments  or  modifications  to  its  certificate  of
  incorporation   or  bylaws,   certified  with  respect  to  the  certificate  of
  incorporation  by the  Secretary of State of Delaware,  and, with respect to the
  bylaws, by the secretary of the Company.
  
                    (c)  Compliance  with Laws.  The Company shall comply with all
  applicable  laws,  ordinances,  rules and  regulations of any Federal,  state or
  local  government or any  instrumentality  or agency thereof now or hereafter in
  effect, the failure of which to comply may have a material adverse effect on the
  Company, the collateral, or the Holder in enforcing its rights hereunder against
  the Company or the Collateral.
  
                    (d) Taxes. The Company shall pay and discharge, as they become
  due,  all  taxes,   assessments,   debts,   claims  and  other  governmental  or
  non-governmental  charges  lawfully  imposed  upon it or  incurred  by it or its
  properties and assets,  except taxes,  assessment,  claim or charge. The Company
  shall provide to the Holder,  upon the Holder's request,  evidence or payment of
  such taxes, assessments, debts, claims and charges satisfactory to the Holder.
  
                    (e)  Maintenance  of  Property.  The Company  shall  maintain,
  preserve  and keep all its  properties,  equipment  and  assets in good  repair,
  working order and  condition,  and make,  or cause to be made,  all necessary or
  appropriate   repairs,   renewals,   replacements,   substitutions,   additions,
  betterments and  improvements  thereto so that efficiency of all such properties
  and assets shall at all times be properly preserved and maintained.
  
                    (f)  Insurance.  The Company  shall  maintain,  or cause to be
  maintained,  such  insurance on its properties  and assets,  including,  without
  limitation,  the Collateral,  with responsible insurance companies against such.
  The Company shall also  maintain,  or cause to be maintained,  adequate  general
  liability  insurance  and worker's  compensation  insurance.  The Company  shall
  deliver to the Holder, upon its reasonable request, a detailed list of insurance
  then in effect, stating the names of the insurance companies and the amounts and
  rates of the insurance. All insurances shall be on a replacement cost basis.
  
                    (g)  No  Other  Liens.  The  Company  shall  not  directly  or
  indirectly  permit to exist any Lien on the  Collateral  except  for the Lien in
  favor of the Holder,  the existing liens against Company's  accounts  receivable
  and proceeds therefrom to secure indebtedness in the principal amount of $50,000
  in favor of A.T. Investments Ltd. and against accounts receivable, inventory and
  equipment  and  proceeds  therefrom  to  secure  indebtedness  in the  aggregate
  principal amount of $500,000 in favor of Norwood Venture Corp.
  
                    (h) Litigation  Notice.  The Company shall promptly notify the
  Holder of any litigation, legal actions,  proceedings,  claims or investigations
  pending or  threatened  against the Company  and/or of the entry of any judgment
  against  the  Company or the entry of any Lien,  other than the Lien in favor of
  the Holder against any of the Collateral.
  
                                                           9
  (i) Location of Collateral and Records. The Company shall keep
  the  Collateral,  its records  relating to the  Collateral  and its other books,
  journals,  records,  orders,  receipts and  correspondence at 960 East Hazelwood
  Avenue,  Rahway, New Jersey 06065 or 528 Oritan Avenue,  Ridgefield,  New Jersey
  06656 unless  notice is given to the Holder at least thirty (30) days in advance
  of the removal of the  Collateral,  and the books,  records,  journals,  orders,
  receipts and correspondence, to another location.
  
                    (j) Financial Statements.  The Company shall deliver, or cause
  to be delivered, to the Holder the following:
  
                             (i) Within forty-five (45) days after the end of each
                    of the first  three  quarterly  fiscal  periods of each fiscal
                    year a copy of its Form  10-QSB as filed  with the  Securities
                    and Exchange Commission (the "SEC");
  
                             (ii)  Within  ninety  (90) days after the end of each
                    fiscal year of the Company,  a copy of its Annual Report filed
                    on Form 10-KSB as filed with the SEC;
  
                             (iii)  Within  fifteen  (15)  days of the end of each
                    quarterly   fiscal  period  an  aging  schedule  of  Laminaire
                    receivables.
  
                    (k) Books and Records.  The Company shall, at all times and in
  conformity with generally accepted accounting principles,  consistently applied,
  keep  complete  and  accurate  and  separate  books and records  concerning  its
  business,  affairs and  operations  and  concerning  its  properties and assets,
  including, without limitation, the Collateral, and those of Laminaire.
  
                    (l) Default Notice.  The Company shall immediately  notify the
  Holder of the  occurrence  of any Default or Event of Default  accompanied  by a
  certificate  of the  Company  specifying  the  nature  and  period of  existence
  thereof.  If the Company  receives a notice of a default from any creditor other
  than the Holder.  The Company  shall deliver to the Holder a copy of such notice
  of default immediately upon receipt thereof.
  
                    (m)  Compliance  with  Agreement.  The Company shall  observe,
  perform  and comply  with,  and shall  continue,  until all  obligations  of the
  Company to the Holder under this Note, are fully paid and satisfied, to observe,
  perform and comply with, all of the terms,  agreements,  and covenants contained
  in this Note.
  
             11. The Company shall not without the Holder's prior written consent:
  
                    (a)  Borrowings.  Create,  incur or assume any  liability  for
  borrowed money, the payment of which is senior to the obligations of the Holder,
  except for liabilities  heretofore or hereinafter incurred by the Company to the
  Holder.
  
                                                          10
  (b)  Contingent  Liabilities.  Assume,  guarantee,  endorse or
  otherwise  become  liable,  in  connection  with the  obligations  of any person
  except:
  
       (i)  Liabilities of the Company  resulting from product  warranties made by
  the Company in the ordinary course of its business; and
  
                            (ii)  Liabilities  of the Company  resulting  from its
                    endorsement of items or instruments  for deposit or collection
                    in the ordinary course of its business.
  
                    (c) Sale or Other Disposition of Assets. Sell, lease, abandon,
  or  otherwise  dispose  of its  properties  or assets,  except for the  selling,
  leasing or otherwise disposing of its properties or assets to a person or entity
  in the ordinary course of its business in commercially  reasonable and bona fide
  arm's length transactions for fair consideration.
  
                    (d) Dividends and Redemption. Declare or pay any cash dividend
  or distribution on any shares of stock of the Company.
  
                    (e) Loans to Other Persons.  Make any new loans or advances to
  any of its  officers  or  directors  in excess an amount of  $25,000  to any one
  individual  or an  aggregate  of  $100,000  or make any loans or advances to any
  other parties other than the Laminaire Corporation.
  
                    (f) Lien. Create, assume or suffer to exist any lien on any of
  its  properties or assets  whether now owned or hereafter  acquired,  except any
  lien in favor of the Holder or otherwise permitted herein.
  
                    (g) Assignment of Accounts.  Create, assume or suffer to exist
  any assignment of accounts receivable.
  
                    (h)  Maximum  Debt to  Stockholder  Equity.  Cause,  suffer or
  permit  the  Company's  ratio of Debt to  Stockholder  Equity  (as each  term is
  hereinafter  defined) to be more than 2.5 to 1.00. The term "Stockholder Equity"
  shall mean as of the time of any determination thereof, Net Worth of the Company
  plus all subordinated indebtedness,  if any, all as determined by the Company in
  accordance with generally accepted accounting principles,  consistently applied.
  The  term  "Debt"  shall  mean  total  liabilities  of  the  Company  minus  all
  subordinated  debt,  if any (which debt must be  subordinated  to the  Company's
  obligations  under  this  Note) but shall not give  effect to debt  incurred  in
  connection with financing the acquisition of Laminaire, all as determined by the
  Company  in  accordance   with   generally   accepted   accounting   principles,
  consistently applied.
  
                                                          11
  (i) Minimum Debt  Service  Coverage.  Cause,  suffer or permit
  Debt Service Coverage Ratio (as hereinafter defined) at any time to be less than
  1.25 to 1.00.  "Debt  Service  Coverage  Ratio"  due under  this Note shall mean
  pre-tax income of the Company plus  depreciation,  other non-cash  charges,  and
  amortization  of  purchase  adjustments  divided by current  portion of Debt due
  under this Note for the applicable period (except the balloon payment due in the
  final year of the note),  in conformity  with  generally  acceptable  accounting
  principles, consistently applied.
  
                    (j)  Intercompany  Transfers.  The Company shall not remove or
  withdraw  any cash or assets  from  Laminaire  in  excess of its own  investment
  therein,  except that it shall be permitted to allocate a reasonable  portion of
  joint costs and expenses.  For this purpose,  investment shall be defined as (i)
  cash  provided to  Laminaire by the Company  subsequent  to the  acquisition  of
  Laminaire  by the  Company;  and (ii) cash  required  to repay this Note and any
  promissory notes executed in connection with the acquisition of Laminaire.
  
             The financial  covenants set forth in paragraphs (h) and (i) shall be
  determined on an annual basis commencing with the results for the fiscal quarter
  ended September 30, 1998.
  
             12.  Each of the  following  shall be an Event of  Default  after the
  expiration of any cure period,  if any, set forth herein,  or under the Security
  Agreement.
  
                    (a) the  nonpayment  when due of any amount payable under this
  Note  within 5 days  after its due date,  or the  failure  to duly  observe  any
  covenant,  condition  or  agreement  with respect to the payment of monies other
  than  principal or interest  within 15 days after notice to the Company;  or the
  failure to perform any  non-monetary  covenant or condition within 30 days after
  notice to the Company;
  
                    (b) the  Company  has failed to observe or perform any promise
  or comply with any covenant or condition hereunder,  subject to the cure periods
  set forth in (a);
  
                    (c) if any representation,  warranty,  certificate,  financial
  statement  or other  information  made or given by the  Company to the Holder is
  materially incorrect or misleading;
  
                    (d)  the  entry  of  any  judgment  or  the  issuance  of  any
  attachment,  tax lien,  levy or  garnishment  in excess of $100,000  against any
  property of material  value in which the Company has an interest  which  remains
  unsatisfied for 15 days;
  
                    (e) the  dissolution,  merger or consolidation of the Company,
  to the sale or transfer of any substantial  portion of the Company's  assets, or
  if any  agreement  for such action is entered  into by the  Company  without the
  written consent of the Holder;
  
                                                          12
  (f) the Company  shall fail to remit  promptly when due to the
  appropriate  government agency or authorized  depository any amount collected or
  withheld  from any  employee  for payroll  taxes,  social  security  and similar
  required payroll deduction.
  
                    (g) the Company shall (1) become  insolvent for a period of 30
  days,  (2) admit in writing its  inability  to pay its debts  generally  as they
  mature; (3) make an assignment for the benefit of creditors; or (4) apply for or
  consent to the appointment of a trustee, liquidator or receiver for its or for a
  substantial part of its property or business, or
  
                    (h) a trustee,  liquidator or receiver  shall be appointed for
  the Company or for a  substantial  part of its property or business  without its
  consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
  appointment; or
  
                    (i)  Any  governmental   agency  or  any  court  of  competent
  jurisdiction at the instance of any governmental  agency shall assume custody or
  control of the whole or any  substantial  portion of the properties or assets of
  the Company and shall not be dismissed within sixty (60) days thereafter; or
  
                    (j)  Bankruptcy,  reorganization,  insolvency  or  liquidation
  proceedings or other  proceedings for relief under any bankruptcy law or any law
  for the relief of debtors  shall be instituted by or against the Company and, if
  instituted  against the Company,  shall not be dismissed  within sixty (60) days
  after such  instruction of the Company shall by any action or answer approve of,
  consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
  allegations of, or default in answering a petition filed in any such proceeding.
  
                    Upon the  happening of an Event of Default,  the entire unpaid
  balance  of this Note and all  accrued  interest  shall be  immediately  due and
  payable without notice to the Company, and the Holder may, immediately or at any
  time thereafter,  exercise any or all of its rights and remedies  hereunder,  or
  under any agreement or otherwise  under  applicable  law against the Company and
  any and all  Collateral.  The Holder may exercise its rights and remedies in any
  order and may, at its option, delay in or refrain from exercising some of all of
  its rights and remedies without prejudice.
  
             13. This Note  represents a general  obligation  of the  Company.  No
  recourse  shall be had for the payment of the  principal of, or the interest on,
  this Note,  or for any claim  based  hereon,  or  otherwise  in respect  hereof,
  against any  incorporator,  shareholder,  officer or  director,  as such,  past,
  present  or future,  of the  Company or any  successor  corporation,  whether by
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
             14. The Holder of this Note, by acceptance  hereof,  agrees that this
  Note is being acquired for investment and that such Holder will not offer,  sell
  or otherwise  dispose of this Note or the shares of Common Stock  issuable  upon
  exercise thereof except under circumstances which will not result
  
                                                          13
  in a violation of the  Securities  Act or any  applicable  state Blue Sky law or
  similar laws relating to the sale of securities.
  
             15.  In  case  any  provision  of this  Note  is  held by a court  of
  competent  jurisdiction  to be  excessive  in  scope  or  otherwise  invalid  or
  unenforceable, such provision shall be adjusted rather than voided, if possible,
  so that it is enforceable to the maximum extent  possible,  and the validity and
  enforceability  of the remaining  provisions of this Note will not in any way be
  affected or impaired thereby.
  
             16. This Note and the agreements  referred to in this Note constitute
  the full and entire  understanding  and  agreement  between  the Company and the
  Holder with respect to the subject hereof. Neither this Note nor any term hereof
  may be  amended,  waived,  discharged  or  terminated  other  than by a  written
  instrument signed by the Company and the Holder.
  
             17. This Note shall be governed by and construed in  accordance  with
  the laws of New Jersey.
  
             18. All  notices  required or  permitted  under this Note shall be in
  writing and shall be effective upon the earlier of receipt or three (3) business
  days after deposit in the United  States mail,  postage  prepaid,  registered or
  certified,  return receipt requested,  and addressed to the address of the party
  as stated  in the first  paragraph  of this Note or to such  address  as a party
  provides to the other by notice.
  
             IN WITNESS WHEREOF, the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  Dated:October 16, 1997
                                                       THERMO-MIZER ENVIRONMENTAL
                                                                CORP.
  
                                                       By: Jon Darcy
  
                                                       Title: President
  
                                                          14
  EXHIBIT I
  
                                NOTICE OF CONVERSION
  
     (To be Executed by the Registered Holder in order to Convert the Note)
  
             The undersigned hereby  irrevocably elects to convert  $_____________
  of the above  Note into  shares of Common  Stock of  Thermo-Mizer  Environmental
  Corp.  (the  "Company")  according to the conditions set forth in such Note. The
  original Note and Notice of Conversion  must be received by the Company in order
  to effectuate conversion.
  
  Signature
                                       [Name]
  
  Address:
  
  thermomi\\laminairre\note110.13
  EXHIBIT 10.21 PROMISSORY NOTE DATED OCTOBER 16, 1997 EXECUTED BY THE COMPANY IN
                FAVOR OF GARAY LLC
  EXHIBIT 10.21
                                                                    US $
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                               15% NOTE DUE MARCH 31, 1998
  
           FOR VALUE RECEIVED, the Thermo-Mizer Environmental Corp., a corporation
  duly organized and existing under the laws of Delaware (the "Company")  promises
  to pay to the  order  of  Garay  LLC,  the  registered  holder  hereof  and  its
  successors and assigns (the "Holder"),  the Principal (as hereinafter  defined),
  and all accrued and unpaid  interest  thereon,  on March 31, 1998 (the "Maturity
  Date").  Interest on the principal sum outstanding  shall be paid at the rate of
  fifteen percent (15%) per annum.
  
           The  Principal  shall be  defined  as the  difference  between  (i) the
  Stockholders' Equity of Laminaire  Corporation as of the end of the month before
  the date of this Note minus the Stockholders' Equity of Laminaire Corporation as
  of September 30, 1996, and (ii) $200,000.  The term "Stockholders' Equity" shall
  have the meaning defined in the Purchase  Agreement  between the Company and the
  Holder dated as of October 9, 1997.  The Company and the Holder shall  calculate
  and  agree as to the  Stockholders'  Equity  of  Laminaire  Corporation  and the
  Principal no later than December 31, 1997. In the event that the Company and the
  Holder cannot agree as to the amounts of  Stockholders'  Equity and Principal as
  of December 31,  1997,  the parties  agree to submit the dispute to  arbitration
  before  a  single  arbitrator  chosen  by the  Company  and  the  Holder,  which
  arbitrator shall be a certified public accountant from a "Big 6" accounting firm
  other than Deloitte and Touche and that the decision of such arbitrator shall be
  final and binding upon the parties.
  
  Accrual of interest  shall  commence on the date hereof and shall  continue each
  day until payment in full of the outstanding principal sum has been made or duly
  provided for. The interest so payable will be paid to the Holder, at the address
  last  designated  in  writing by the Holder  hereof  from time to time.  Accrued
  interest  shall also be payable when the entire  principal  balance of this Note
  becomes due and payable  (whether by demand,  stated maturity or  acceleration),
  or, if earlier, when such principal balance is actually paid.
  
  In the event of default,  the interest  rate shall be increased to 20% as of the
  date of default,  and such interest  shall accrue on the unpaid  balance  hereof
  until the entire balance has been paid in full, notwithstanding the entry of any
  judgment against the Company.
  
  This Note is secured by a Security Agreement of even date.
  
  Interest shall be calculated on the basis of a 360 day year and shall be charged
  for the  actual  number of days  elapsed.  Interest  shall be  invoiced  for any
  payment received after the due date and computed on a daily basis.
  
                                                           1
  This Note is subject to the following additional provisions:
  
           1. The Note may be prepaid by the Company  for the total  amount of the
  then outstanding  balance of the Note, plus all accrued interest thereon, at the
  option of the Company at any time without penalty.  Any partial prepayment shall
  be applied against the outstanding principal and shall not postpone the due date
  of any subsequent payments..
  
           2. Prior to due  presentment for transfer of this Note, the Company and
  any agent of the  Company  may treat the  person in whose name this Note is duly
  registered  on the  Company's  books and  records  as the owner  hereof  for the
  purpose of  receiving  payment as herein  provided  and for all other  purposes,
  whether or not this Note be overdue.
  
           3. No  provision of this Note shall alter or impair the  obligation  of
  the Company,  which is absolute and unconditional,  to pay the principal of, and
  interest on, this Note at the time,  place,  and rate, and in the coin currency,
  herein prescribed.
  
           4.  The  obligations  of  the  Company  hereunder  are  secured  by the
  collateral  (the  "Collateral")  and on the terms as set  forth in that  certain
  security  agreement dated as of the date hereof by and among the Company and the
  Holder (the "Security Agreement").
  
           5. The Company  hereby  expressly  waives  demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
           6.  The  Company  agrees  to pay  all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Note or to enforce its rights and remedies against the
  Collateral or under the Security Agreement of even date.
  
           7. The Company covenants and agrees that:
  
                    (a)  Preservation of Corporate  existence and franchises.  The
  Company shall preserve and keep in full force and effect its corporate existence
  and all franchises, rights and privileges necessary to the proper conduct of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and copyrights of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
                                                           2
  (b)  Amendments.  The Company  shall  promptly  deliver to the
  Holder  copies  of  any  amendments  or  modifications  to  its  certificate  of
  incorporation   or  bylaws,   certified  with  respect  to  the  certificate  of
  incorporation  by the  Secretary of State of Delaware,  and, with respect to the
  bylaws, by the secretary of the Company.
  
                    (c)  Compliance  with Laws.  The Company shall comply with all
  applicable  laws,  ordinances,  rules and  regulations of any Federal,  state or
  local  government or any  instrumentality  or agency thereof now or hereafter in
  effect, the failure of which to comply may have a material adverse effect on the
  Company, the collateral, or the Holder in enforcing its rights hereunder against
  the Company or the Collateral.
  
                    (d) Taxes. The Company shall pay and discharge, as they become
  due,  all  taxes,   assessments,   debts,   claims  and  other  governmental  or
  non-governmental  charges  lawfully  imposed  upon it or  incurred  by it or its
  properties and assets,  except taxes,  assessment,  claim or charge. The Company
  shall provide to the Holder,  upon the Holder's request,  evidence or payment of
  such taxes, assessments, debts, claims and charges satisfactory to the Holder.
  
                    (e)  Maintenance  of  Property.  The Company  shall  maintain,
  preserve  and keep all its  properties,  equipment  and  assets in good  repair,
  working order and  condition,  and make,  or cause to be made,  all necessary or
  appropriate   repairs,   renewals,   replacements,   substitutions,   additions,
  betterments and  improvements  thereto so that efficiency of all such properties
  and assets shall at all times be properly preserved and maintained.
  
                    (f)  Insurance.  The Company  shall  maintain,  or cause to be
  maintained,  such  insurance on its properties  and assets,  including,  without
  limitation,  the Collateral,  with responsible insurance companies against such.
  The Company shall also  maintain,  or cause to be maintained,  adequate  general
  liability  insurance  and worker's  compensation  insurance.  The Company  shall
  deliver to the Holder, upon its reasonable request, a detailed list of insurance
  then in effect, stating the names of the insurance companies and the amounts and
  rates of the insurance. All insurances shall be on a replacement cost basis.
  
                    (g)  No  Other  Liens.  The  Company  shall  not  directly  or
  indirectly  permit to exist any Lien on the  Collateral  except  for the Lien in
  favor of the Holder,  the existing liens against Company's  accounts  receivable
  and proceeds therefrom to secure indebtedness in the principal amount of $50,000
  in favor of A.T. Investments Ltd. and against accounts receivable, inventory and
  equipment  and  proceeds  therefrom  to  secure  indebtedness  in the  aggregate
  principal amount of $500,000 in favor of Norwood Venture Corp.
  
                    (h) Litigation  Notice.  The Company shall promptly notify the
  Holder of any litigation, legal actions,  proceedings,  claims or investigations
  pending or  threatened  against the Company  and/or of the entry of any judgment
  against  the  Company or the entry of any Lien,  other than the Lien in favor of
  the Holder against any of the Collateral.
  
                                                           3
  (i) Location of Collateral and Records. The Company shall keep
  the  Collateral,  its records  relating to the  Collateral  and its other books,
  journals,  records,  orders,  receipts and  correspondence at 960 East Hazelwood
  Avenue,  Rahway, New Jersey 06065 or 528 Oritan Avenue,  Ridgefield,  New Jersey
  06656 unless  notice is given to the Holder at least thirty (30) days in advance
  of the removal of the  Collateral,  and the books,  records,  journals,  orders,
  receipts and correspondence, to another location.
  
                    (j) Financial Statements.  The Company shall deliver, or cause
  to be delivered, to the Holder the following:
  
                             (i) Within forty-five (45) days after the end of each
                    of the first  three  quarterly  fiscal  periods of each fiscal
                    year a copy of its Form  10-QSB as filed  with the  Securities
                    and Exchange Commission (the "SEC");
  
                             (ii)  Within  ninety  (90) days after the end of each
                    fiscal year of the Company,  a copy of its Annual Report filed
                    on Form 10-KSB as filed with the SEC;
  
                             (iii)  Within  fifteen  (15)  days of the end of each
                    quarterly   fiscal  period  an  aging  schedule  of  Laminaire
                    receivables.
  
                    (k) Books and Records.  The Company shall, at all times and in
  conformity with generally accepted accounting principles,  consistently applied,
  keep  complete  and  accurate  and  separate  books and records  concerning  its
  business,  affairs and  operations  and  concerning  its  properties and assets,
  including, without limitation, the Collateral, and those of Laminaire.
  
                    (l) Default Notice.  The Company shall immediately  notify the
  Holder of the  occurrence  of any Default or Event of Default  accompanied  by a
  certificate  of the  Company  specifying  the  nature  and  period of  existence
  thereof.  If the Company  receives a notice of a default from any creditor other
  than the Holder.  The Company  shall deliver to the Holder a copy of such notice
  of default immediately upon receipt thereof.
  
                    (m)  Compliance  with  Agreement.  The Company shall  observe,
  perform  and comply  with,  and shall  continue,  until all  obligations  of the
  Company to the Holder under this Note, are fully paid and satisfied, to observe,
  perform and comply with, all of the terms,  agreements,  and covenants contained
  in this Note.
  
           8. The Company shall not without the Holder's prior written consent:
  
                    (a)  Borrowings.  Create,  incur or assume any  liability  for
  borrowed money, the payment of which is senior to the obligations of the Holder,
  except for liabilities  heretofore or hereinafter incurred by the Company to the
  Holder.
  
                                                           4
  (b)  Contingent  Liabilities.  Assume,  guarantee,  endorse or
  otherwise  become  liable,  in  connection  with the  obligations  of any person
  except:
  
       (i)  Liabilities of the Company  resulting from product  warranties made by
  the Company in the ordinary course of its business; and
  
                             (ii)  Liabilities  of the Company  resulting from its
                    endorsement of items or instruments  for deposit or collection
                    in the ordinary course of its business.
  
                    (c) Sale or Other Disposition of Assets. Sell, lease, abandon,
  or  otherwise  dispose  of its  properties  or assets,  except for the  selling,
  leasing or otherwise disposing of its properties or assets to a person or entity
  in the ordinary course of its business in commercially  reasonable and bona fide
  arm's length transactions for fair consideration.
  
                    (d) Dividends and Redemption. Declare or pay any cash dividend
  or distribution on any shares of stock of the Company.
  
                    (e) Loans to Other Persons.  Make any new loans or advances to
  any of its  officers  or  directors  in excess an amount of  $25,000  to any one
  individual or an aggregate of $100,000 or any loans or advances to other parties
  other than Laminaire.
  
                    (f) Lien. Create, assume or suffer to exist any lien on any of
  its  properties or assets  whether now owned or hereafter  acquired,  except any
  lien in favor of the Holder or otherwise permitted herein.
  
                    (g) Assignment of Accounts.  Create, assume or suffer to exist
  any assignment of accounts receivable.
  
                    (h)  Intercompany  Transfers.  The Company shall not remove or
  withdraw  any cash or assets  from  Laminaire  in  excess of its own  investment
  therein,  except that it shall be permitted to allocate a reasonable  portion of
  joint costs and expenses.  For this purpose,  investment shall be defined as (i)
  cash  provided to  Laminaire by the Company  subsequent  to the  acquisition  of
  Laminaire  by the  Company;  and (ii) cash  required  to repay this Note and any
  promissory notes executed in connection with the acquisition of Laminaire.
  
           9.  Each of the  following  shall  be an  Event of  Default  after  the
  expiration  of any cure  period,  if any, set forth  herein,  or in the Security
  Agreement.
  
                    (a) the  nonpayment  when due of any amount payable under this
  Note  within 5 days  after its due date,  or the  failure  to duly  observe  any
  covenant,  condition  or  agreement  with respect to the payment of monies other
  than principal or interest within 15 days after notice to the
  
                                                           5
  Company; or the failure to perform any non-monetary covenant or condition within
  30 days after notice to the Company;
  
                    (b) the  Company  has failed to observe or perform any promise
  or comply with any covenant or condition hereunder,  subject to the cure periods
  set forth in (a);
  
                    (c) if any representation,  warranty,  certificate,  financial
  statement  or other  information  made or given by the  Company to the Holder is
  materially incorrect or misleading;
  
                    (d)  the  entry  of  any  judgment  or  the  issuance  of  any
  attachment,  tax lien,  levy or  garnishment  in excess of $100,000  against any
  property of material  value in which the Company has an interest  which  remains
  unsatisfied for 15 days;
  
                    (e) the  dissolution,  merger or consolidation of the Company,
  to the sale or transfer of any substantial  portion of the Company's  assets, or
  if any  agreement  for such action is entered  into by the  Company  without the
  written consent of the Holer;
  
                    (f) the Company  shall fail to remit  promptly when due to the
  appropriate  government agency or authorized  depository any amount collected or
  withheld  from any  employee  for payroll  taxes,  social  security  and similar
  required payroll deduction.
  
                    (g) the Company shall (1) become  insolvent for a period of 30
  days,  (2) admit in writing its  inability  to pay its debts  generally  as they
  mature; (3) make an assignment for the benefit of creditors; or (4) apply for or
  consent to the appointment of a trustee, liquidator or receiver for its or for a
  substantial part of its property or business, or
  
                    (h) a trustee,  liquidator or receiver  shall be appointed for
  the Company or for a  substantial  part of its property or business  without its
  consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
  appointment; or
  
                    (i)  Any  governmental   agency  or  any  court  of  competent
  jurisdiction at the instance of any governmental  agency shall assume custody or
  control of the whole or any  substantial  portion of the properties or assets of
  the Company and shall not be dismissed within sixty (60) days thereafter; or
  
                    (j)  Bankruptcy,  reorganization,  insolvency  or  liquidation
  proceedings or other  proceedings for relief under any bankruptcy law or any law
  for the relief of debtors  shall be instituted by or against the Company and, if
  instituted  against the Company,  shall not be dismissed  within sixty (60) days
  after such  instruction of the Company shall by any action or answer approve of,
  consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
  allegations of, or default in answering a petition filed in any such proceeding.
  
                                                           6
  Upon the  happening of an Event of Default,  the entire unpaid
  balance  of this Note and all  accrued  interest  shall be  immediately  due and
  payable without notice to the Company, and the Holder may, immediately or at any
  time thereafter,  exercise any or all of its rights and remedies  hereunder,  or
  under any agreement or otherwise  under  applicable  law against the Company and
  any and all  Collateral.  The Holder may exercise its rights and remedies in any
  order and may, at its option, delay in or refrain from exercising some of all of
  its rights and remedies without prejudice.
  
           10.  This Note  represents  a general  obligation  of the  Company.  No
  recourse  shall be had for the payment of the  principal of, or the interest on,
  this Note,  or for any claim  based  hereon,  or  otherwise  in respect  hereof,
  against any  incorporator,  shareholder,  officer or  director,  as such,  past,
  present  or future,  of the  Company or any  successor  corporation,  whether by
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
           11. The Holder of this Note,  by  acceptance  hereof,  agrees that this
  Note is being acquired for investment and that such Holder will not offer,  sell
  or otherwise  dispose of this Note or the shares of Common Stock  issuable  upon
  exercise thereof except under circumstances which will not result in a violation
  of the  Securities  Act or any  applicable  state Blue Sky law or  similar  laws
  relating to the sale of securities.
  
           12. In case any  provision of this Note is held by a court of competent
  jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
  such provision shall be adjusted rather than voided, if possible,  so that it is
  enforceable to the maximum extent possible,  and the validity and enforceability
  of the  remaining  provisions  of this Note will not in any way be  affected  or
  impaired thereby.
  
           13. This Note and the  agreements  referred to in this Note  constitute
  the full and entire  understanding  and  agreement  between  the Company and the
  Holder with respect to the subject hereof. Neither this Note nor any term hereof
  may be  amended,  waived,  discharged  or  terminated  other  than by a  written
  instrument signed by the Company and the Holder.
  
           14. This Note shall be governed by and construed in accordance with the
  laws of New Jersey.
  
           15.  All  notices  required  or  permitted  under this Note shall be in
  writing and shall be effective upon the earlier of receipt or three (3) business
  days after deposit in the United  States mail,  postage  prepaid,  registered or
  certified,  return receipt requested,  and addressed to the address of the party
  as stated  in the first  paragraph  of this Note or to such  address  as a party
  provides to the other by notice.
  
                                                           7
  IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  Dated:
  
                                                  THERMO-MIZER ENVIRONMENTAL CORP.
  
                                                       By:    /s/Jon J. Darcy
  
                                       Title:
  thermomi\\laminairre\note210.13
  EXHIBIT 10.22  PROMISSORY NOTE IN PRINCIPAL AMOUNT OF $90,479 DATED OCTOBER 16,
                 1997 EXECUTED BY COMPANY IN FAVOR OF CHARLES GARAY
  EXHIBIT 10.22
                                                                 US $90,479.27
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                             15% NOTE DUE FEBRUARY 13, 1998
  
           FOR VALUE RECEIVED, the Thermo-Mizer Environmental Corp., a corporation
  duly organized and existing under the laws of Delaware (the "Company")  promises
  to pay to the order of Charles J. Garay,  the  registered  holder hereof and its
  successors and assigns (the "Holder"), the principal sum of Ninety Thousand Four
  Hundred Seventy Nine Dollars and Twenty-Seven  Cents (US $90,479.27) on February
  13,  1998 (120 days from the date  hereof)  (the  "Maturity  Date"),  and to pay
  interest on the principal sum  outstanding at the rate of fifteen  percent (15%)
  per annum.
  
  Accrual of interest  shall  commence on the date hereof and shall  continue each
  day until payment in full of the outstanding principal sum has been made or duly
  provided for. The interest so payable will be paid to the Holder, at the address
  last  designated  in  writing by the Holder  hereof  from time to time.  Accrued
  interest  shall also be payable when the entire  principal  balance of this Note
  becomes due and payable  (whether by demand,  stated maturity or  acceleration),
  or, if earlier, when such principal balance is actually paid.
  
  In the event of default,  the interest  rate shall be increased to 20% as of the
  date of default,  and such interest  shall accrue on the unpaid  balance  hereof
  until the entire balance has been paid in full, notwithstanding the entry of any
  judgment against the Company.
  
  This Note is secured by a Security Agreement of even date.
  
  Interest shall be calculated on the basis of a 360 day year and shall be charged
  for the  actual  number of days  elapsed.  Interest  shall be  invoiced  for any
  payment received after the due date and computed on a daily basis.
  
           This Note is subject to the following additional provisions:
  
           1. The Note may be prepaid by the Company  for the total  amount of the
  then outstanding  balance of the Note, plus all accrued interest thereon, at the
  option of the Company at any time without penalty.  Any partial prepayment shall
  be applied against the outstanding principal and shall not postpone the due date
  of any subsequent payments.
  
                    The  Maturity  Date may be extended at the  discretion  of the
  Company  for one  additional  120 day period  upon the  payment to the Holder of
  $10,000 no later than the Maturity Date being extended.
  
                                                           1
  2. Prior to due  presentment for transfer of this Note, the Company and
  any agent of the  Company  may treat the  person in whose name this Note is duly
  registered  on the  Company's  books and  records  as the owner  hereof  for the
  purpose of  receiving  payment as herein  provided  and for all other  purposes,
  whether or not this Note be overdue.
  
           3. No  provision of this Note shall alter or impair the  obligation  of
  the Company,  which is absolute and unconditional,  to pay the principal of, and
  interest on, this Note at the time,  place,  and rate, and in the coin currency,
  herein prescribed.
  
           4. The Company  hereby  expressly  waives  demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
           5.  The  Company  agrees  to pay  all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Note or to enforce its rights and remedies against the
  Collateral or under the Security Agreement of even date.
  
           6. The Company covenants and agrees that:
  
                    (a)  Preservation of Corporate  existence and franchises.  The
  Company shall preserve and keep in full force and effect its corporate existence
  and all franchises, rights and privileges necessary to the proper conduct of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and copyrights of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
                    (b)  Amendments.  The Company  shall  promptly  deliver to the
  Holder  copies  of  any  amendments  or  modifications  to  its  certificate  of
  incorporation   or  bylaws,   certified  with  respect  to  the  certificate  of
  incorporation  by the  Secretary of State of Delaware,  and, with respect to the
  bylaws, by the secretary of the Company.
  
                    (c)  Compliance  with Laws.  The Company shall comply with all
  applicable  laws,  ordinances,  rules and  regulations of any Federal,  state or
  local  government or any  instrumentality  or agency thereof now or hereafter in
  effect, the failure of which to comply may have a material adverse effect on the
  Company, the collateral, or the Holder in enforcing its rights hereunder against
  the Company or the Collateral.
  
                    (d) Taxes. The Company shall pay and discharge, as they become
  due,  all  taxes,   assessments,   debts,   claims  and  other  governmental  or
  non-governmental charges lawfully imposed
  
                                                           2
  upon  it  or  incurred  by  it or  its  properties  and  assets,  except  taxes,
  assessment,  claim or charge. The Company shall provide to the Holder,  upon the
  Holder's request, evidence or payment of such taxes, assessments,  debts, claims
  and charges satisfactory to the Holder.
  
                    (e)  Maintenance  of  Property.  The Company  shall  maintain,
  preserve  and keep all its  properties,  equipment  and  assets in good  repair,
  working order and  condition,  and make,  or cause to be made,  all necessary or
  appropriate   repairs,   renewals,   replacements,   substitutions,   additions,
  betterments and  improvements  thereto so that efficiency of all such properties
  and assets shall at all times be properly preserved and maintained.
  
                    (f)  Insurance.  The Company  shall  maintain,  or cause to be
  maintained,  such  insurance on its properties  and assets,  including,  without
  limitation,  the Collateral,  with responsible insurance companies against such.
  The Company shall also  maintain,  or cause to be maintained,  adequate  general
  liability  insurance  and worker's  compensation  insurance.  The Company  shall
  deliver to the Holder, upon its reasonable request, a detailed list of insurance
  then in effect, stating the names of the insurance companies and the amounts and
  rates of the insurance. All insurances shall be on a replacement cost basis.
  
                    (g)  No  Other  Liens.  The  Company  shall  not  directly  or
  indirectly  permit to exist any Lien on the  Collateral  except  for the Lien in
  favor of the Holder,  the existing liens against Company's  accounts  receivable
  and proceeds therefrom to secure indebtedness in the principal amount of $50,000
  in favor of A.T. Investments Ltd. and against accounts receivable, inventory and
  equipment  and  proceeds  therefrom  to  secure  indebtedness  in the  aggregate
  principal amount of $500,000 in favor of Norwood Venture Corp
  
                    (h) Litigation  Notice.  The Company shall promptly notify the
  Holder of any litigation, legal actions,  proceedings,  claims or investigations
  pending or  threatened  against the Company  and/or of the entry of any judgment
  against  the  Company or the entry of any Lien,  other than the Lien in favor of
  the Holder against any of the Collateral.
  
                    (i) Location of Collateral and Records. The Company shall keep
  the  Collateral,  its records  relating to the  Collateral  and its other books,
  journals,  records,  orders,  receipts and  correspondence at 960 East Hazelwood
  Avenue,  Rahway, New Jersey 06065 or 528 Oritan Avenue,  Ridgefield,  New Jersey
  06656 unless  notice is given to the Holder at least thirty (30) days in advance
  of the removal of the  Collateral,  and the books,  records,  journals,  orders,
  receipts and correspondence, to another location.
  
                    (j) Financial Statements.  The Company shall deliver, or cause
  to be delivered, to the Holder the following:
  
                             (i) Within forty-five (45) days after the end of each
                    of the first  three  quarterly  fiscal  periods of each fiscal
                    year a copy of its Form  10-QSB as filed  with the  Securities
                    and Exchange Commission (the "SEC");
  
                                                           3
  (ii)  Within  ninety  (90) days after the end of each
                    fiscal year of the Company,  a copy of its Annual Report filed
                    on Form 10-KSB as filed with the SEC;
  
                             (iii)  Within  fifteen  (15)  days of the end of each
                    quarterly   fiscal  period  an  aging  schedule  of  Laminaire
                    receivables.
  
                    (k) Books and Records.  The Company shall, at all times and in
  conformity with generally accepted accounting principles,  consistently applied,
  keep  complete  and  accurate  and  separate  books and records  concerning  its
  business,  affairs and  operations  and  concerning  its  properties and assets,
  including, without limitation, the Collateral, and those of Laminaire.
  
                    (l) Default Notice.  The Company shall immediately  notify the
  Holder of the  occurrence  of any Default or Event of Default  accompanied  by a
  certificate  of the  Company  specifying  the  nature  and  period of  existence
  thereof.  If the Company  receives a notice of a default from any creditor other
  than the Holder.  The Company  shall deliver to the Holder a copy of such notice
  of default immediately upon receipt thereof.
  
                    (m)  Compliance  with  Agreement.  The Company shall  observe,
  perform  and comply  with,  and shall  continue,  until all  obligations  of the
  Company to the Holder under this Note, are fully paid and satisfied, to observe,
  perform and comply with, all of the terms,  agreements,  and covenants contained
  in this Note.
  
           7. The Company shall not without the Holder's prior written consent:
  
                    (a)  Borrowings.  Create,  incur or assume any  liability  for
  borrowed money, the payment of which is senior to the obligations of the Holder,
  except for liabilities  heretofore or hereinafter incurred by the Company to the
  Holder.
  
                    (b)  Contingent  Liabilities.  Assume,  guarantee,  endorse or
  otherwise  become  liable,  in  connection  with the  obligations  of any person
  except:
  
       (i)  Liabilities of the Company  resulting from product  warranties made by
  the Company in the ordinary course of its business; and
  
                             (ii)  Liabilities  of the Company  resulting from its
                    endorsement of items or instruments  for deposit or collection
                    in the ordinary course of its business.
  
                    (c) Sale or Other Disposition of Assets. Sell, lease, abandon,
  or  otherwise  dispose  of its  properties  or assets,  except for the  selling,
  leasing or otherwise disposing of its properties or assets to a person or entity
  in the ordinary course of its business in commercially  reasonable and bona fide
  arm's length transactions for fair consideration.
  
                                                           4
  (d) Dividends and Redemption. Declare or pay any cash dividend
  or distribution on any shares of stock of the Company.
  
                    (e) Loans to Other Persons.  Make any new loans or advances to
  any of its  officers  or  directors  in excess an amount of  $25,000  to any one
  individual or an aggregate of $100,000 or any loans or advances to other parties
  other than Laminaire.
  
                    (f) Lien. Create, assume or suffer to exist any lien on any of
  its  properties or assets  whether now owned or hereafter  acquired,  except any
  lien in favor of the Holder or otherwise permitted herein.
  
                    (g) Assignment of Accounts.  Create, assume or suffer to exist
  any assignment of accounts receivable.
  
                    (h)  Intercompany  Transfers.  The Company shall not remove or
  withdraw  any cash or assets  from  Laminaire  in  excess of its own  investment
  therein,  except that it shall be permitted to allocate a reasonable  portion of
  joint costs and expenses.  For this purpose,  investment shall be defined as (i)
  cash  provided to  Laminaire by the Company  subsequent  to the  acquisition  of
  Laminaire  by the  Company;  and (ii) cash  required  to repay this Note and any
  promissory notes executed in connection with the acquisition of Laminaire.
  
           8.  Each of the  following  shall  be an  Event of  Default  after  the
  expiration  of any cure  period,  if any, set forth  herein,  or in the Security
  Agreement.
  
                    (a) the  nonpayment  when due of any amount payable under this
  Note  within 5 days  after its due date,  or the  failure  to duly  observe  any
  covenant,  condition  or  agreement  with respect to the payment of monies other
  than  principal or interest  within 15 days after notice to the Company;  or the
  failure to perform any  non-monetary  covenant or condition within 30 days after
  notice to the Company;
  
                    (b) the  Company  has failed to observe or perform any promise
  or comply with any covenant or condition hereunder,  subject to the cure periods
  set forth in (a);
  
                    (c) if any representation,  warranty,  certificate,  financial
  statement  or other  information  made or given by the  Company to the Holder is
  materially incorrect or misleading;
  
                    (d)  the  entry  of  any  judgment  or  the  issuance  of  any
  attachment,  tax lien,  levy or  garnishment  in excess of $100,000  against any
  property of material  value in which the Company has an interest  which  remains
  unsatisfied for 15 days;
  
                    (e) the  dissolution,  merger or consolidation of the Company,
  to the sale or transfer of any substantial  portion of the Company's  assets, or
  if any  agreement  for such action is entered  into by the  Company  without the
  written consent of the Holer;
  
                                                           5
  (f) the Company  shall fail to remit  promptly when due to the
  appropriate  government agency or authorized  depository any amount collected or
  withheld  from any  employee  for payroll  taxes,  social  security  and similar
  required payroll deduction.
  
                    (g) the Company shall (1) become  insolvent for a period of 30
  days,  (2) admit in writing its  inability  to pay its debts  generally  as they
  mature; (3) make an assignment for the benefit of creditors; or (4) apply for or
  consent to the appointment of a trustee, liquidator or receiver for its or for a
  substantial part of its property or business, or
  
                    (h) a trustee,  liquidator or receiver  shall be appointed for
  the Company or for a  substantial  part of its property or business  without its
  consent  and  shall  not  be  discharged  within  sixty  (60)  days  after  such
  appointment; or
  
                    (i)  Any  governmental   agency  or  any  court  of  competent
  jurisdiction at the instance of any governmental  agency shall assume custody or
  control of the whole or any  substantial  portion of the properties or assets of
  the Company and shall not be dismissed within sixty (60) days thereafter; or
  
                    (j)  Bankruptcy,  reorganization,  insolvency  or  liquidation
  proceedings or other  proceedings for relief under any bankruptcy law or any law
  for the relief of debtors  shall be instituted by or against the Company and, if
  instituted  against the Company,  shall not be dismissed  within sixty (60) days
  after such  instruction of the Company shall by any action or answer approve of,
  consent  to,  or  acquiesce  in any  such  proceedings  or  admit  the  material
  allegations of, or default in answering a petition filed in any such proceeding.
  
                    Upon the  happening of an Event of Default,  the entire unpaid
  balance  of this Note and all  accrued  interest  shall be  immediately  due and
  payable without notice to the Company, and the Holder may, immediately or at any
  time thereafter,  exercise any or all of its rights and remedies  hereunder,  or
  under any agreement or otherwise  under  applicable  law against the Company and
  any and all  Collateral.  The Holder may exercise its rights and remedies in any
  order and may, at its option, delay in or refrain from exercising some of all of
  its rights and remedies without prejudice.
  
           9. This Note represents a general unsecured  obligation of the Company.
  No recourse  shall be had for the payment of the  principal  of, or the interest
  on, this Note,  or for any claim based hereon,  or otherwise in respect  hereof,
  against any  incorporator,  shareholder,  officer or  director,  as such,  past,
  present  or future,  of the  Company or any  successor  corporation,  whether by
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
           10. The Holder of this Note,  by  acceptance  hereof,  agrees that this
  Note is being acquired for investment and that such Holder will not offer,  sell
  or otherwise  dispose of this Note or the shares of Common Stock  issuable  upon
  exercise thereof except under circumstances which will not result
  
                                                           6
  in a violation of the  Securities  Act or any  applicable  state Blue Sky law or
  similar laws relating to the sale of securities.
  
           11. In case any  provision of this Note is held by a court of competent
  jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
  such provision shall be adjusted rather than voided, if possible,  so that it is
  enforceable to the maximum extent possible,  and the validity and enforceability
  of the  remaining  provisions  of this Note will not in any way be  affected  or
  impaired thereby.
  
           12. This Note and the  agreements  referred to in this Note  constitute
  the full and entire  understanding  and  agreement  between  the Company and the
  Holder with respect to the subject hereof. Neither this Note nor any term hereof
  may be  amended,  waived,  discharged  or  terminated  other  than by a  written
  instrument signed by the Company and the Holder.
  
           13. This Note shall be governed by and construed in accordance with the
  laws of New Jersey.
  
           14.  All  notices  required  or  permitted  under this Note shall be in
  writing and shall be effective upon the earlier of receipt or three (3) business
  days after deposit in the United  States mail,  postage  prepaid,  registered or
  certified,  return receipt requested,  and addressed to the address of the party
  as stated  in the first  paragraph  of this Note or to such  address  as a party
  provides to the other by notice.
  
           IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  Dated:
                                                       THERMO-MIZER ENVIRONMENTAL
                                                                CORP.
  
                                                       By:   /s/Jon J. Darcy
  
                                       Title:
  thermomi\\laminairre\note410.13
  
                                                           7
  EXHIBIT 10.23  GUARANTY EXECUTED BY LAMINAIRE CORPORATION OF OCTOBER 16, 1997
  GUARANTY AGREEMENT
  
                    THIS GUARANTY  AGREEMENT  (the  "Guaranty")  is made as of the
  ____ day of October,  1997, by and between Laminaire  Corporation,  a New Jersey
  corporation  ("Guarantor"),  and  Garay,  LLC, a New  Jersey  limited  liability
  company ("Garay").
  
                    A.  Guarantor  is the  owner of a  business  located  at and a
  parcel  of land  commonly  known as 960 East  Hazelwood  Avenue,  Rahway,  Union
  County, New Jersey (the "Property"),
  
                    B.  Guarantor  has  agreed to  unconditionally  guarantee  the
  payment   and   all   performance   obligations   of  the   Thermo-Mizer   Corp.
  ("Thermo-Mizer)   under  those  certain  Notes  and  Security   Agreement   (the
  "Obligations") dated as of October ____, 1997;
  
                    NOW,  THEREFORE,  for good  and  valuable  consideration,  the
  receipt and  sufficiency of which are hereby  acknowledged,  Guarantor and Garay
  hereby agree as follows:
  
           1.  Guarantee.   Guarantor  hereby   irrevocably  and   unconditionally
  guarantees  the full payment when due and  performance of the  Obligations,  and
  agrees to  indemnify  Garay and hold it  harmless  from and against all cost and
  expense,  damage and loss, including reasonable  attorneys' fees, incurred by it
  by reason  of a breach by  Thermo-Mizer  of the  Obligations  and/or a breach by
  Guarantor of its obligations hereunder.
  
           2.  Satisfaction  of  Obligations.  Upon the full  satisfaction  of the
  Obligations, this Guaranty shall become null and void and of no further force or
  effect.
  
           3. No Waiver.  Guarantor  unconditionally  consents to, and waives as a
  defense to liability hereunder, each of the following:
  
           (a)      any release,  waiver,  inaction, delay or lack of diligence by
                    Garay in  enforcing  its rights  against any obligor or in any
                    property or collateral,  or the  unenforceability  of any such
                    rights, including any failure to perfect, protect, preserve or
                    foreclose  or collect on any lien or security  interest  which
                    may be intended,  directly or indirectly, to secure any of the
                    Obligations, and the absence of notice thereof to Guarantor;
  
           (b)      the absence of any notice of the  incurrence  or  existence of
                    any additional  obligation  undertaken by Thermo-Mizer  and of
                    any default thereon;
  
           (c)      any  action or  failure  of action  and the  absence of notice
                    thereof to Guarantor, taken or not taken by Garay with respect
                    to  any   of   the   Obligations,   including   any   release,
                    subordination,  or  substitution of any collateral or release,
                    termination,  compromise, modification, extension or amendment
                    of any instrument  executed by or applicable to any Obligor or
                    of any claim, right or remedy against any Obligor or property;
  
       (d)  any  impairment  of  Guarantor's  right  to  reimbursement  by  way of
  subrogation, indemnification or contribution;
  
           (e)      any other action or inaction  taken or omitted by Garay in its
                    sole  discretion  with  respect  to  the  Obligations  or  the
                    collateral;
  
           (f)      the absence or inadequacy of any  formalities of every kind in
                    connection  with  enforcement  of the  Obligations,  including
                    presentment, demand, notice and protest;
  
           (g)      the waiver of any rights of Garay under or any action taken or
                    omitted by Garay with  respect  to any other  guaranty  of the
                    Obligations;
  
                                                           1
  and no amendment,  substitution,  modification or extension or
                    release  of the  Obligations  shall  constitute  a release  or
                    waiver by Garay of the  obligations  of  Guarantor  under this
                    Guaranty.  This is a continuing and unconditional guaranty and
                    shall  remain in full force and  effect  and be  binding  upon
                    Guarantor until the Obligations are fully satisfied.
  
           4. The  Guarantor  agrees  to pay all  costs  and  expenses,  including
  reasonable attorneys' fees, which may be incurred by Garay collecting any amount
  due under this  Guarantee  or to  enforce  its  rights  and  remedies  under the
  accompanying mortgage and Security Agreement.
  
           5. The Guarantor covenants and agrees that:
  
       (a) Preservation of Corporate existence and franchises. The Guarantor shall
  preserve  and keep in full  force and  effect its  corporate  existence  and all
  franchises,  rights  and  privileges  necessary  to the  proper  conduct  of its
  business,  including,  without limitation,  all necessary  franchises,  patents,
  licenses,  trademarks,  trademark  rights,  trade name rights,  fictitious  name
  authorizations or certificates and copyrights without any unlawful conflict with
  such franchises,  patents,  licenses,  trademarks,  trademark rights, fictitious
  name  authorizations  or  certificates  and  copyright of others.  It shall also
  maintain the existence of Laminaire as a separate subsidiary.
  
           (b)      Amendments. The Guarantor shall promptly deliver to Garay copy
                    of any amendments or  modifications  or  modifications  to its
                    certificate of incorporation bylaws, certified with respect to
                    the certificate of or  incorporation by the Secretary of State
                    of Delaware, and, with respect to the bylaws, by the Secretary
                    of the Guarantor.
  
           (c)      Compliance  with Laws. The Guarantor shall comply with all the
                    applicable   laws,ordinances,rules   and   regulation  of  any
                    Federal,  state or local government or any  instrumentality or
                    agency  thereof  now or  hereafter  in effect,  the failure of
                    which to  comply  may have a  material  adverse  effect on the
                    Guarantor,  the  collateral,  or Garay in enforcing its rights
                    hereunder against the Company or the Collateral.
  
           (d)      Taxes.  The Company  shall pay and  discharge,  as they become
                    due,  all  taxes,   assessments,   debts,   claims  and  other
                    governmental or non-governmental charges lawfully imposed upon
                    it or incurred  by it or its  properties  and  assets,  except
                    taxes,  assessments,  debts, claims and charges,  contested in
                    good faith in appropriate  proceedings for which the Guarantor
                    shall have set aside adequate reserves for the payment of such
                    tax, assessment,  claim or charge. The Guarantor shall provide
                    to Garay,  upon Garay's  request,  evidence or payment of such
                    taxes, assessments,  debts, claims and charges satisfactory to
                    Garay.
  
           (e)      Maintenance  of  Property.   The  Guarantor   shall  maintain,
                    preserve and keep all its properties,  equipment and assets in
                    good repair,  working order and condition,  and make, or cause
                    to be made,  all necessary or appropriate  repairs,  renewals,
                    replacements,   substitutions,   additions,   betterments  and
                    improvements thereto so that efficiency of all such properties
                    and  assets  shall at all  times  be  properly  preserved  and
                    maintained.
  
       (f) Insurance.  The Guarantor  shall  maintain,  or cause to be maintained,
  such insurance on its properties and assets, including,  without limitation, the
  Collateral,  with responsible insurance companies against such casualties and in
  such amounts as is from time to time reasonably  required by Garay, who shall be
  named loss payee therein.. The insurance policies shall be on a full replacement
  cost basis of the fair market value of the collateral.  The Guarantor shall also
  maintain,  or cause to be maintained,  adequate general liability  insurance and
  workers compensation  insurance.  The Guarantor shall deliver to Garay, upon its
  reasonable  request,  a detailed list of insurance  then in effect,  stating the
  names of the insurance companies and the amounts and rates of the insurance. 2
  (g)      No Other Liens. The Guarantor shall not directly or indirectly
                    permit to exist any Lien on the Collateral except for the Lien
                    in favor of Garay,  and except that the  Mortgagor may grant a
                    security interest in its accounts,  inventory,  equipment, and
                    the  proceeds   therefrom  to  Norwood  Venture  Corp.,  which
                    security  interest  shall be subject  and  subordinate  to the
                    security interest of Garay.
  
           (h)      Litigation  Notice. The Company shall promptly notify Garay of
                    any   litigation   legal  actions,   proceedings,   claims  or
                    investigations  pending or threatened against the Company and/
                    or of the entry of any  judgement  against  the Company or the
                    entry  of any  Lien,  other  than  the  Lien in favor of Garay
                    against any of the Collateral.
  
           (i)      Location of Collateral and Records.  The Guarantor  shall keep
                    the Collateral,  its record relating to the Collateral and its
                    other  books,   journals,   records,   orders,   receipts  and
                    correspondence  at 960  east  Hazelwood  Avenue,  Rahway,  New
                    Jersey  06065 or 528  Oritan  Avenue,  Ridgefield,  New Jersey
                    06656  unless  notice is given to Garay at least  thirty  (30)
                    days in advance  of the  removal  of the  Collateral,  and the
                    books, records, journals, orders, receipts and correspondence,
                    to another location.
  
           (j)      Financial Statements. The Guarantor shall deliver, or cause to
                    be delivered to Garay the following:
  
                             (i)       Within  45  days  after  the  end  of  each
                                       quarter,   corporate  financial  statements
                                       showing  cash  flows,   income,   expenses,
                                       assets, and liabilities.
  
                             (ii)      Within 90 days after receipt,  audited year
                                       end financial statements per GAAP.
  
                    (k) Books and Records.  The Guarantor  shall, at all times and
                    in conformity with generally accepted  accounting  principles,
                    consistently  applied, keep complete and accurate and separate
                    books  and   records   concerning   its   business,   affairs,
                    operations, properties and assets.
  
                    (l) Default  Notice.  The Guarantor shall  immediately  notify
                    Garay of the  occurrence  of any  default  or Event of Default
                    accompanied by a certificate  of the Guarantor  specifying the
                    nature  and  period of  existence  thereof.  If the  Guarantor
                    receives a notice of a Default  from any  creditor  other than
                    Garay.  The  Guarantor  shall  deliver to Garay a copy of such
                    notice of default immediately upon receipt thereof.
  
           (m)      Compliance  with  Agreement.   The  Guarantor  shall  observe,
                    perform  and  comply  with,  and  shall  continue,  until  all
                    obligations  of the  Guarantor to Garay under this  Guarantee,
                    are fully paid and satisfied,  to observe,  perform and comply
                    with, all of the terms, agreements, and covenants contained in
                    this Guarantee and the Mortgage and Security Agreement of even
                    date.
  
           (n)      Inspection.  Guarantor  shall permit  Garay or his  authorized
                    representative  to  inspect  the  books  and  records  of  the
                    Guarantor  and the  Collateral  on  reasonable  notice  to the
                    Guarantor.
  
           (o)      Loss or  damage to  Collateral.  Guarantor  shall  immediately
                    notify Garay of any material loss or damage to the collateral.
  
             6. The Guarantor shall not without Garay's prior written consent:
  
           (a)      Borrowings: Create, incur or assume any liability for borrowed
                    money,  the payment of which is senior to the  obligations  of
                    Garay,  except  for  liabilities   heretofore  or  hereinafter
                    incurred by
  
                                                           3
  the Guarantor to Garay.
  
             (b)       Contingent  Liabilities.   Assume,  guarantee,  endorse  or
                       otherwise  become liable in connection with the obligations
                       of any person except
  
                    (i)     Liabilities  of the Guarantor  resulting  from product
                            warranties  made by the Company in the ordinary course
                            of its business; and
                       (ii)  Liabilities  of  the  Guarantor  resulting  from  its
            endorsement of items or  instruments  for deposit or collection in the
            ordinary course of its business.
  
           (c)      Sale or Other Disposition of Assets. Sell, lease,  abandon, or
                    otherwise dispose of its properties or assets,  except for the
                    selling,  leasing or otherwise  disposing of its properties or
                    assets to a person or  entity  in the  ordinary  course of its
                    business in commercially reasonable and bona fide arm's length
                    transactions for a full and fair consideration.
  
           (d)      Dividends and Redemption.  Declare or pay any cash dividend or
                    distribution on any shares of stock of the Guarantor.
  
           (e)      Loans to Other  Persons.  Make any loans or advances to any of
                    its  officers or directors  or  shareholders,  or to any other
                    person, firm or Corporation.
  
           (f)      Lien Create,  assume or suffer to exist any lien on any of its
                    properties or assets whether now owned of hereafter  acquired,
                    except  any lien in favor  of  Garay  or  otherwise  permitted
                    herein,  and except  that the  Mortgagor  may grant a security
                    interest  in  its  accounts,  inventory,  equipment,  and  the
                    proceeds  therefrom to Norwood  Venture Corp.,  which security
                    interest  shall be subject  and  subordinate  to the  security
                    interest of Garay.
  
           (g)      Assignment of Accounts.  Create, assume or suffer to exist any
                    assignment  of  accounts  receivable  or  grant  any  security
                    interest  therein,  and except that the  Mortgagor may grant a
                    security interest in its accounts,  and the proceeds therefrom
                    to Norwood  Venture Corp.,  which  security  interest shall be
                    subject and subordinate to the security interest of Garay.
  
           (h)      Maximum Debt to Stockholder  Equity.  Cause,  suffer or permit
                    the Guarantor's ratio of Debt to Stockholder  Equity ( as each
                    term is hereinafter defined) to be more than 2.50 to 1.00. The
                    term  "Stockholder  Equity"  shall  mean as of the time of any
                    determination  thereof,  the Net Worth ( without any deduction
                    for debt incurred in connection with financing the acquisition
                    of Laminaire or the repayment of bank indebtedness  previously
                    incurred by  Laminaire  regarding  its real  property)  of the
                    Guarantor, as determined in accordance with GAAP.
  
                                                           4
  The term "Debt" shall mean total  liabilities of the Guarantor
                    as determined in accordance with GAAP.
  
             (i)    Minimum Debt Service  Coverage.  Cause,  suffer or permit Debt
                    Service Coverage Ratio (as hereinafter defined) at any time to
                    be less than 1.25 to 1.00. "Debt Service Coverage Ratio" shall
                    mean pre-tax income of the Guarantor plus depreciation,  other
                    non-cash  charges,  and  amortization of purchase  adjustments
                    divided  by  the  current  portion  of  Debt  due  under  this
                    Guarantee  for  the  applicable  period  (except  the  balloon
                    payment due in the final year of the Note for $2,200.000),  in
                    conformity with generally  acceptable  accounting  principles,
                    consistently applied.
  
  The  financial  covenants  set forth in  paragraph  (h) and (I)  above  shall be
  determined  on an annual basis  commencing  with the results for the fiscal year
  ended June 30, 1998.
  
           (j)      Intercompany  Transfers.  Thermo-Mizer  shall  not  remove  or
                    withdraw  any cash or assets from  Laminaire in excess of its"
                    investment" therein.  For this purpose,"  investment" shall be
                    defined as (I) cash  provided to  Laminaire  by the  Guarantor
                    subsequent   to  the   acquisition   of  Laminaire   stock  by
                    Thermo-Mizer  and (ii) cash  required to repay any  promissory
                    notes executed in connection with the acquisition of Laminaire
                    stock.
  
           (k)  Change of Ownership.  Permit or cause a change in the ownership of
                the  presently  issued  and  outstanding   capital  stock  of  the
                Guarantor.
  
        7. If one or more of the  following  described  "Events of Default"  shall
  occur:
  
           (a)      The  Guarantor  shall  default in the payment of  principal or
                    interest on the Notes and such failure shall continue  uncured
                    for a period of five (5) days; or
  
            (b)     The  Guarantor  shall  fail  to  perform  or  observe,  in any
                    material  respect,  any  other  covenant,   term,   provision,
                    condition,  agreement or obligation of the Guarantor under the
                    Notes, Mortgage and Security Agreement and this Guarantee, and
                    such  failure  shall  continue  uncured for a period of thirty
                    (30) days ; or
  
           (c)      The Guarantor  shall (1) admit in writing its inability to pay
                    its debts generally as they mature; (2) make an assignment for
                    the  benefit of  creditors  or  commence  proceedings  for its
                    dissolution;  or (3)apply for or consent to the appointment of
                    a trustee, liquidator or receiver for its or for a substantial
                    part of its property or business, or
  
           (d)      A trustee,  liquidator or receiver  shall be appointed for the
                    Guarantor  or  for a  substantial  part  of  its  property  or
                    business  without  its  consent  and shall  not be  discharged
                    within sixty (60) days after such appointment; or
  
           (e)      Any governmental agency or any court of competent jurisdiction
                    at  the  instance  of any  governmental  agency  shall  assume
                    custody or control of the whole or any substantial  portion of
                    the  properties  or  assets  of  the  Guarantor  shall  not be
                    dismissed within sixty (60) days thereafter; or
  
           (f)      Bankruptcy,   reorganization,    insolvency   or   liquidation
                    proceedings  or  other   proceedings   for  relief  under  any
                    bankruptcy  law or any law for the relief of debtors  shall be
                    instituted  by or against the  Guarantor  and,  if  instituted
                    against the  Guarantor,  shall not be  dismissed  within sixty
                    (60) days after such instruction of the Guarantor shall be any
                    action or answer  approve of,  consent to, or acquiesce in any
                    such proceedings or admit the material allegations of, or
  
                                                           5
  default in answering a petition filed in any such proceeding.
  
           Then,  or at any time  thereafter,  and in each and  every  such  case,
  unless such Event of Default  shall have been waived in writing by Garay  (which
  waiver  shall not be deemed to be a waiver  of any  subsequent  default)  at the
  option of Garay and in Garay's sole discretion, Garay may consider this Guaranty
  in breach and default,
   without  presentment,  demand,  protest or notice of any kind, all of which are
  hereby  expressly  waived,  anything herein or in any note or other  instruments
  contained  to the  contrary  notwithstanding,  and  Garay may  immediately,  and
  without expiration of any period of grace, enforce any and all of Garay's rights
  and remedies  provided herein or any other rights or remedies afforded by law or
  by the Notes and Mortgage and Security Agreement of even date.
  
           8. Miscellaneous.  This Guaranty (i) will bind and inure to the benefit
  of the parties hereto and their respective heirs,  successors and assigns;  (ii)
  represents the entire  agreement  between the parties hereto with respect to the
  subject matter hereof, and supersedes all prior and  contemporaneous  agreements
  and  understanding,inducements  or  conditions,  express  or  implied,  oral  or
  written;  (iii) may be amended  only in writing,  executed by the party  against
  whom  enforcement is sought;  (iv) may be executed in one or more  counterparts,
  each of which shall be deemed an original,  but which together shall  constitute
  one and the same  instrument;  and (v) shall be governed  by, and  construed  in
  accordance with, the laws of the State of New Jersey.
  
                    IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
  Guaranty the day and year first above written.
  
  ATTEST:                                               LAMINAIRE CORPORATION
  
  _________________________                             By:______________________
             Secretary                                                   Pres.
  
  [Corporate Seal]                                      GARAY, L.L.C.
  
                                                        By:_____________________
  
                                                           6
  EXHIBIT 10.24  MORTGAGE AND SECURITY AGREEMENT EXECUTED BY LAMINAIRE
                 CORPORATION
  MORTGAGE AND SECURITY AGREEMENT
  
           THIS MORTGAGE  made this 16th day of  October,1997,  between  LAMINAIRE
  CORPORATION,  A New  Jersey  Corporation,  with  offices  at 960 East  Hazelwood
  Avenue,  Rahway, NJ 07065 (herein called the "Debtor" or "Mortgagor") and GARAY,
  LLC, a New Jersey Limited Liability Company, with offices at 480 Stalevicz Lane,
  Rahway, NJ 07065 (herein called the "Creditor" or "Mortgagee")
  
                                                 W I T N E S S E T H:
  
           WHEREAS,  the Mortgagor has guaranteed an indebtedness to the Mortgagee
  in the principal  amounts with interest  thereon at the rates and upon the terms
  and conditions and due and payable at the times more  particularly  set forth in
  three  (3)  Promissory  Notes  of  even  date  herewith  from  the  Thermo-Mizer
  Environmental Corporation to the Mortgagee herein as Payee (the "Notes"); and
  
           WHEREAS, the Mortgagor is the owner in fee simple of a certain tract or
  parcel of real property and improvements  thereon located in the City of Rahway,
  County of Union, and State of New Jersey;
  
           NOW,  THEREFORE,  for the better  securing of the payment of the moneys
  owing on said Notes and all  extensions  and renewals  thereof and  substitution
  therefor,  including other payments mentioned therefor for the protection of the
  security as well as to the Mortgagor  with interest  thereon as may from time to
  time be agreed upon, the Mortgagor has granted, bargained, sold and conveyed and
  by these presents does grant,  bargain,  sell and convey to the Mortgagee and to
  its  successors  and  assigns,  ALL the  following  tract or  parcel of land and
  premises  located  in the City of  Rahway,  County  of  Union,  and State of New
  Jersey, as more particularly  described in Schedule A attached hereto and made a
  part hereof (hereinafter referred to as the "Mortgaged Premises").
  
           This is a first mortgage.
  
           TOGETHER with:
  
           A. All and  singular any  tenements,  hereditament,  and  appurtenances
  thereunto  belonging,   or  in  anywise  appertaining,   and  the  reversion  or
  reversions,  remainder and remainders;  and also all the estate,  right,  title,
  interest,  property,  possession, claim and demand whatsoever, in Law as well as
  in Equity,  of the  Mortgagor,  of, in and to the same and every part and parcel
  thereof,  with  appurtenances;  including all fixtures  presently affixed to the
  same,  and also all  equipment  and  improvements  now in,  upon,  or which  may
  hereafter be  installed  or placed in or upon the same,  adapted to or necessary
  for the complete and comfortable use, enjoyment or occupancy thereof;
  
           B. All right,  title and  interest of the  Mortgagor in and to the land
  lying in the streets and roads in front of and adjoining the Premises; and
  
           C. All awards heretofore and hereafter made to the Mortgagor for taking
  by eminent domain the whole or any part of the Premises or any easement therein,
  including  any awards for  changes of grade of  streets,  which said  awards are
  hereby  assigned  to the  Mortgagee,  who is hereby  authorized  to collect  and
  receive the proceeds of such awards and to give proper receipts and acquittances
  therefore,  and to apply the same  toward  the  payment  of the  Mortgage  Debt,
  notwithstanding  the fact that the amount owing  thereon may not then be due and
  payable;  and the Mortgagor  hereby agrees upon  request,  to make,  execute and
  deliver any and all assignments and other instruments sufficient for the purpose
  of assigning  said awards to the  Mortgagee,  free,  clear and discharged of any
  encumbrances of any kind or nature whatsoever.
  
       TO HAVE AND TO HOLD,  the above granted and described  Mortgaged  Premises,
  with the
                                                           1
  appurtenances,  fixtures,  equipment and improvements,  unto the Mortgagee,
  its successors and assigns, to its and their proper use and benefit forever;
  
           PROVIDED  ALWAYS,  and these  premises are upon the express  condition,
  that if the  Mortgagor  shall  well and  truly  pay to the  Mortgagee  all money
  secured hereby when the same shall become due and payable,  without deduction or
  credit for any amount  payable  for taxes,  then these  presents  and the estate
  hereby granted shall cease, terminate and be void.
  
           THE MORTGAGOR REPRESENTS, WARRANTS, COVENANTS AND AGREES WITH THE
  MORTGAGEE AS FOLLOWS:
  
           1. The  Mortgagor  shall comply with all  provisions  hereof and of the
  Notes evidencing the  indebtedness  secured hereby,  and the Guaranty  Agreement
  ,(which  Notes and  Guaranty  Agreement  are made a part hereof as if recited at
  length herein).
  
           2.  The  Mortgagor  shall  pay to the  Mortgagee  said  sum of money as
  mentioned above and interest thereon and additions thereof,  as expressed herein
  and expressed in the conditions of the Notes and the Guaranty Agreement.
  
           3. If required  by the  Mortgagor,  in order to more fully  protect the
  security of the within  Mortgage and to insure the payment of real estate taxes,
  water rents, sewer rents,  insurance premiums the Mortgagor agrees to pay to the
  Mortgagee a sum equal to 1/12th of the annual real estate  taxes,  water  rates,
  sewer rents, assessments, fire insurance with extended coverage on a replacement
  basis,  on the first  day of each and  every  month  together  with the  monthly
  principal and interest  payments due hereunder.  The Mortgagor shall also pay to
  the Mortgagee such additional amounts as may be determined by the Mortgagee from
  time to time in  order to  provide  the  Mortgagee  with a fund at least 30 days
  prior to the due date for the  payment or deposit  required  to be made with any
  prior  mortgagee,  of the next  installment  of such taxes,  water rents,  sewer
  rents,  assessments,  insurance  premiums and interest and amortization on prior
  mortgage(s),  sufficient to pay said installment.  If on a date 30 days prior to
  the due date for the payment of any such items there shall be insufficient funds
  on hand with the Mortgagee to pay the same,  Mortgagor  shall  forthwith  make a
  deposit sufficient to permit the payment of each to be made in full when due. It
  is the  intention  of the parties  that the  Mortgagor  shall  deposit  with the
  Mortgagee the necessary funds so that the Mortgagee at all times during the term
  of this  mortgage and any  extension  thereof have on hand  sufficient  deposits
  covering the various items for the respective accrued periods pertaining to each
  of them so that the deposits of one shall not be used for the payment of another
  except  however that the Mortgagee,  at its option,  may use the deposits of one
  for the payment of another and any  resulting  deficiencies  shall  forthwith be
  paid by the Mortgagor. The said funds shall bear no interest. Upon an assignment
  of said mortgage,  the Mortgagee shall have the right to pay over the balance of
  such  deposits  in its  possession  to the  assignee  and  the  Mortgagee  shall
  thereupon be compleely released from all liability with respect to such deposits
  and the Mortgagor or owner of the premises  shall look solely to the assignee or
  transferee in reference thereto. This provision shall apply to every transfer of
  such deposits to a new assignee.  Upon full payment of the mortgage indebtedness
  or at any time prior at the election of Garay of said  mortgage,  the balance of
  the  deposits in its  possession  shall be paid over to the record  owner of the
  premises and no other party shall have any right or claim  thereto in any event.
  Mortgagor agrees, at Mortgagee's request to make the aforesaid deposits with the
  Mortgagee's servicing agent;
  
           However,  it is  understood  and agreed that Garay  shall only  request
  direct payment to it of the foregoing  items if the Mortgagor  shall have failed
  to make timely payment and any default in payment  remains  uncured for a period
  of 15 days after the payment was due.
  
           4. The Mortgagor is seized of an  indefeasible  estate in fee simple in
  the  Mortgaged  Premises,  and the  Mortgagor  warrants  title to the  Mortgaged
  Premises.
  
           5. The Mortgagor  shall keep any  buildings and other  structures to be
  erected upon the Mortgaged
  
                                                           2
  Premises,  including  fixtures and equipment,  insured against loss or damage by
  fire,  and with extended  coverage,  by insurers  having a Bests Rating of A+ or
  greater and in the face amount of not less than the full replacement value, with
  loss payable to the  Mortgagee as first  mortgagee and  co-insured  under a N.J.
  mortgage  insurance  clause,  and shall  deliver  said policy or policies to the
  Mortgagee;  and in default thereof, the Mortgagee may effect such insurance. The
  Mortgagor  hereby  assigns to the Mortgagee all rights to demand and receive all
  money  payable  under any of said  policies of  insurance,  or  certificates  of
  insurance with respect to public liability  insurance,  and the rights to settle
  or compromise  all claims  thereunder;  and all money received may be applied on
  account of the  indebtedness  secured  hereby or used to repair or  replace  the
  buildings on the  Mortgaged  Premises,  as the Mortgagee  shall elect;  provided
  however,  that the  Mortgagee's  consent to the use of the proceeds to repair or
  replace damaged buildings or structures shall not be unreasonably  withheld. The
  Mortgagee  shall  consent  to the use of the  insurance  proceeds  to restore or
  repair any damage if the  restoration  or repair is  economically  feasible  and
  Mortgagee's  security  is not  lessened.  If the  restoration  or  repair is not
  economically  feasible or Mortgagee's security would be lessened,  the insurance
  proceeds shall be applied to the sums secured by this  Mortgage,  whether or not
  then  due,  with any  excess  to be paid to  Mortgagor.  In the event of loss or
  damage, the Mortgagor shall give immediate notice thereof to the Mortgagee.  The
  Mortgagee may make proof of loss if not made promptly by the Mortgagor, and each
  insurance  company  concerned is hereby  authorized and directed to make payment
  for such loss or damage  directly to the  Mortgagee  instead of to the Mortgagor
  and the Mortgagee jointly.  At least thirty (30) days prior to the expiration of
  any such  policies the  Mortgagor  shall furnish  evidence  satisfactory  to the
  Mortgagee  that the  policies  have been  renewed or  replaced  or are no longer
  required.  The fire insurance  policies required by this paragraph shall contain
  the usual extended coverage endorsement; that in addition thereto the Mortgagor,
  immediately  after notice and demand,  will keep the Premises insured against wr
  risk and any other hazard that may reasonably be required by the Mortgagee.
  
           6. In the event the Mortgaged Premises,  or any part thereof,  shall be
  taken and condemned for public purposes by the proper governmental  authorities,
  the Mortgagor shall have no claim against the award for damages,  or be entitled
  to any  portion  of the award  until the  entire  indebtedness  secured  by this
  Mortgage  shall be paid in full,  and all rights to damages of the Mortgagor are
  hereby assigned to the Mortgagee to the extent of the principal  indebtedness as
  remains unpaid (the Mortgagor, however, having the right to appeal said award to
  the courts of competent jurisdiction).  The satisfaction of the principal amount
  of any portion thereof by virtue of application of any  condemnation  award upon
  exercise of any authority  with the right of eminent  domain shall  constitute a
  prepayment to the full extent  thereof and the  agreement,  if any,  between the
  parties  hereto  relating  to  a  privilege  to  the  Mortgagor  to  prepay  the
  indebtedness  secured  hereby and  providing  for  premiums to the  Mortgagee in
  certain events upon prepayment shall be fully applicable in such circumstances.
  
           7. The Mortgagor agrees to comply with all laws, rules, regulations and
  ordinances  made  or  promulgated  by  lawful  authority  and  now or  hereafter
  applicable to the Mortgaged Premises within such time as required by law.
  
           8.  The  Mortgagor  shall  keep  and  maintain  any  buildings,   other
  structures,  and improvements on the Mortgaged Premises,  including fixtures and
  equipment,  in good and substantial repair, and will make such repairs as may be
  reasonably  required  within  thirty  (30) days  from  written  notice  from the
  Mortgagee.  The Mortgagor shall not do, and shall not permit to be done, any act
  which may in any way impair or weaken the security under this Mortgage,  and the
  Mortgagor  shall  not  do  anything  which  shall  diminish  the  value  of  the
  collateral.
  
           9. The  Mortgagee  may  collect a late  charge not to exceed ten ($.10)
  cents for each dollar on each payment of  principal  and/or  interest  more than
  five (5) days in arrears,  to cover the extra expense  involved in handling said
  delinquent payments.
  
           10.  The  Mortgagor  shall pay any  taxes,  assessments,  municipal  or
  governmental rates, charges, impositions, liens and water and sewer rents or any
  part thereof,  heretofore  or hereafter  imposed upon or which may become a lien
  against the  Mortgaged  Premises  within ten (10) days after the same is due and
  payable and shall submit receipt therefor on request.
  
                                                           3
  11. The Mortgagor hereby unconditionally assigns all rents, issues, and
  profits arising out of or from the Mortgaged Premises to the Mortgagee. Upon the
  occurrence of a default by the Mortgagor  under this Mortgage or under the Notes
  or the Guaranty  Agreement,  then the Mortgagee  shall be entitled to enter upon
  and take  possession  of the  Mortgaged  Premises,  and  collect and receive all
  rents,  issues and profits  arising from the Mortgaged  Premises,  including the
  rents,  issues and profits then due and unpaid to the  Mortgagor  and also those
  thereafter  to fall  due.  No  tenant  shall  be  privileged  to pay any rent in
  advance, and Mortgagor shall not request or accept any rent in advance.
  
           12. Each party shall, upon written request of the other, certify within
  seven  (7) days to such  person  as the other may  designate,  by  writing  duly
  acknowledged,  the amount of principal and interest then owing on this Mortgage,
  and whether any offsets or defenses exist against the indebtedness by the Note.
  
           13. The  Mortgagee  may, at its  option,  expend  money for  insurance,
  payment  of  taxes,  assessments,  municipal  or  governmental  rates,  charges,
  impositions, liens and water and sewer rents or any part thereof and for repair,
  maintenance and preservation of the Mortgaged Premises,  or for any buildings or
  other structures thereon,  including fixtures, or for the discharge of any liens
  or encumbrances on the Mortgaged Premises,  or for perfecting the title thereto,
  or for enforcing  collection of the  indebtedness  secured  thereby,  or for any
  water, gas or electric charge imposed for any services rendered to the Mortgaged
  Premises,  or for  the  protecting  or  preserving  any  use  being  made of the
  Mortgaged Premises,  or for advances of any trustee or receiver of the Mortgaged
  Premises,  or for any additions or improvements to the Mortgaged Premises, or to
  any  buildings  or other  structures  thereon,  including  fixtures,  considered
  desirable by the Mortgagee  while it or any receiver or trustee is in possession
  thereof;  and all money so paid,  with  interest  of the rate fixed in the Notes
  plus 5%,  shall be a lien on the  Mortgaged  Premises and added to the amount of
  the Notes and secured by this Mortgage and shall be due and payable upon demand.
  
  Mortgagee  shall also be entitled to collect  all  advances  made to protect its
  interests hereunder after any foreclosure judgment or foreclosure sale.
  
           14. No owner of the Mortgaged  Premises shall be entitled to any credit
  by reason of payment of any tax thereon.
  
           15. This  Mortgage  also  constitutes  a security  agreement  under the
  Uniform  Commercial  Code as adopted by the New Jersey  Statutes and,  except as
  otherwise  provided  herein,  the  Mortgagor's  title and interest in and to all
  present  and  future  tangible  assets,  including  without  limitation,  goods,
  chattels, fixtures, furniture,  machinery,  equipment, inventory and property of
  Mortgagor used in and necessary to the operation of the business and building(s)
  and  structure(s),   including,  without  limitation,  all  carpets,  furniture,
  furnishings,  screens, curtains, awnings,  windowshades,  all lighting, heating,
  ventilating,   air-conditioning,   sprinkling,   plumbing,  gas,  water,  power,
  incinerating, and laundry systems and fixtures, all engines, machinery, boilers,
  ranges, furnaces,  elevators and meters, mirrors,  refrigerators,  refrigeration
  plants,
  
                                                           4
  cabinets, shades, storm and screen windows, doors and appliances, which are now,
  located in, on, or upon the Mortgaged Premises herein defined, together with all
  additions and accessories  thereto,  substitutions  therefor,  and  replacements
  thereof and all cash and non-cash proceeds thereof.
  
  Also,  the  Mortgagee  is hereby  granted a security  interest  in the  Debtor's
  present  and  future  inventory  and  general  intangibles,  accounts,  accounts
  receivable,  contract rights, chattel paper,  instruments and documents, and all
  cash and  non-cash  proceeds  thereof and all books and records  relating to the
  foregoing, together will accessories,  substitutions,  additions,  replacements,
  parts and accessions  affixed to or used in connection with the collateral.  The
  Mortgagor  shall  execute,  deliver,  file and refile any financing  statements,
  continuation  statements,  or other security  agreements  that the Mortgagee may
  require from time to time to confirm the lien of this  Mortgage  with respect to
  such property.  Without limiting the foregoing, the Mortgagor hereby irrevocably
  appoints the Mortgagee  attorney-in-fact  for the Mortgagee to execute,  deliver
  and file such  instruments  for and on behalf of the Mortgagor.  Notwithstanding
  the release of any or all of that property  included in the  Mortgaged  Premises
  which is deemed "real  property," and  proceedings to foreclose this Mortgage or
  its  satisfaction  or  record,  the terms  hereof  shall  survive  as a security
  agreement with respect to the security  interest  created hereby and referred to
  above until the  repayment or  satisfaction  in full of the  obligations  of the
  Mortgagor as are now or hereafter secured hereby.
  
           16. During the term of the Notes and Guaranty  Agreement,  in the event
  of the  passage  after  the date of any law of the State of New  Jersey,  or any
  other  governmental  entity imposing any tax in addition to income taxation upon
  the  profit  realized  by the  Mortgagee  from this  transaction,  whether  such
  imposition arises from a new law or the change in any existing laws now in force
  for the taxation of  mortgages,  or debts  secured  thereby,  for state or local
  purposes,  or the manner of the  operation  of any such law, so as to affect the
  interest of the Mortgagee,  then and in such event, the Mortgagor shall bear and
  pay the full  amount of such  taxes,  provided  that if for any  reason  payment
  thereof would constitute usury or render the loan or indebtedness secured hereby
  wholly  or  partially  usurious  under  any of the  terms or  provisions  of the
  obligation secured hereunder, or this Mortgage, or otherwise, the Mortgagee may,
  at the  Mortgagee's  option,  pay the amount or portion of such taxes as renders
  the loan or indebtedness secured thereby unlawful or usurious in which event the
  Mortgagor shall concurrently  therewith pay the remaining lawful and nonusurious
  portion  or  balance of said  taxes.  In the event of the  passage of any law as
  aforesaid  which is prospective  in nature,  then prior to the effective date of
  any such law,  the  Mortgagor  shall have the right to prepay the Note for which
  this  Mortgage  serves  as  security  in full  and not in  part  and  thereafter
  discharge the lien of this Mortgage from the Mortgaged Premises.  Nothing herein
  shall require the  Mortgagor to pay any taxes on income of the Mortgagee  except
  in the event of the passage of any law as aforesaid  when the Mortgagor does not
  elect  to pay the  Note in full  prior  to its  effective  date or  wherein  the
  effective date of the law is retroactive.
  
           17. In the event that the  mortgaged  premises  are in violation of any
  state, federal or other governmental  environmental law or regulation ("Law") as
  the  result of any  condition  which  occurs  after the date  hereof,  or if the
  mortgaged  premises are hereafter used for a use which has an SIC classification
  that  would  bring  the  premises  within  the  jurisdiction  of the New  Jersey
  Industrial  Site Recovery Act  ("ISRA"),  Mortgagor  shall,  at its own cost and
  expense and upon the written  request of  Mortgagee,  provide  Mortgagee  with a
  written  environmental  law  compliance  report  from an  engineering  or  other
  qualified environmental service company approved by Mortgagee. Such report shall
  certify  that all  necessary  inspections  and tests have been made and that the
  mortgaged  premises  are not in  violation  of any  Law.  The  report  shall  be
  submitted  within 90 days from the date of the request.  If the report discloses
  any  violation  of any Law to the extent  that any  remediation  is  required or
  enforcement action is taken,  Mortgagor shall promptly obtain an estimate of the
  amount  necessary to eliminate  the  violation  and shall deposit in escrow with
  Mortgagee an amount equal to 110% of such estimate.  Mortgagor shall immediately
  commence  the  elimination  of the  violation  and,  if that fails to do so, the
  failure  shall  constitute a default under the terms of this  Mortgage,  and the
  obligation  which it  secures,  and  Mortgagee  shall have the right but not the
  obligation to use the escrow funds to eliminate the violation.  Mortgagee agrees
  not to request a compliance  report more than once in each calendar year, unless
  there is a change in the use of the  mortgaged  premises or an occurrence on the
  mortgaged  premises or premises adjacent thereto that could cause a violation of
  any law.
  
                                                           5
  18. The  Mortgagor  agrees that if the  Mortgagee  expends any funds to
  bring the mortgaged  premises into  compliance  with N.J.S.  58:10-23.11 et seq.
  (the Spill Compensation & Control Act) or N.J.S. 13:1k-6 et seq. (the Industrial
  Site  Recovery  Act);  N.J.S.A  58:10A-1  et set.  (the  Underground  Storage of
  Hazardous  Substances Act), or any other state of federal  environmental law now
  or hereafter in effect,  or to clear a lien  imposed on the  mortgaged  premises
  pursuant  to said laws,  the total  amount of such  funds  shall be added to the
  principal  balance of the Note secured by this Mortgage,  provided the condition
  which causes such expenditure commences after the date hereof. Such added amount
  shall bear interest as provided for in the Note.
  
           THE  MORTGAGOR  SHALL  BE IN  DEFAULT  OF THIS  MORTGAGE  AND  SECURITY
  AGREEMENT UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
  
           1. In the event that any covenant,  representation  or warranty made by
  the Mortgagor in this Mortgage, in the Notes, or in the Guaranty Agreement or in
  any  other  writing  used in  connection  herewith,  shall  prove  to be  false,
  incorrect,  or misleading in any substantial and material respect as of the date
  when made;
  
           2. In the  event  that the  Mortgagor  shall  have  failed  to make any
  payment of any  installment  of principal or interest on the Notes within 5 days
  after its due date set forth in the Note;
  
           3. In the event that the  Mortgagor  shall have failed to duly  observe
  any covenant, condition or agreement with respect to the payment of monies other
  than principal or interest on the part of Mortgagor, to be observed or performed
  pursuant to the terms of the Mortgage, the Notes, the Guaranty Agreement , or in
  any other loan  document,  and such default  shall have  remained  uncured for a
  period of  fifteen  (15) days  after  notice  thereof  to the  Mortgagor  by the
  Mortgagee;
  
           4. In the event the  Mortgagor  shall  have  failed to duly  observe or
  perform any covenant,  condition or agreement on the part of the Mortgagor to be
  observed or  performed  pursuant to the terms of the  Mortgage,  the Notes,  the
  Guaranty Agreement, or any other loan document, other than the payment of monies
  which shall be governed by paragraphs 2 and 3 above, and such default shall have
  remained  uncured for a period of thirty (30) days after  notice  thereof to the
  Mortgagor by the Mortgagee;
  
           5. In the event that the Mortgagor  shall have applied for or consented
  to the appointment of a custodian,  receiver,  trustee or liquidator of all or a
  substantial  part of its assets;  or shall  generally be unable to pay its debts
  when due; or shall have  admitted in writing its  inability  to pay its debts as
  they  mature;  or shall  have  made a  general  assignment  for the  benefit  of
  creditors;  or shall have a petition or an answer seeking  reorganization  or an
  arrangement  with its creditors or shall have a petition of any insolvency  law,
  or shall have  submitted  an answer  admitting  the  material  allegations  of a
  petition in  bankruptcy,  reorganization  or  insolvency  proceeding,  or for an
  order,  judgment or decree  shall have been  entered,  without the  application,
  approval or consent of the  Mortgagor,  by any Court of  competent  jurisdiction
  approving a petition seeking  reorganization  of the Mortgagor,  or appointing a
  custodian,  receiver,  trustee or liquidator of the Mortgagor,  or a substantial
  part of its assets  and such  order,  judgment  or decree  shall have  continued
  unstayed and in effect for any period of sixty (60) consecutive  days,; or shall
  have failed to remove an  involuntary  petition in  bankruptcy  filed against it
  within sixty (60) days of the filing  thereof;  or if any Order for Relief shall
  have been entered under the Federal Bankruptcy Code of 1978;
  
                                                           6
  6.  In the  event  of any  change  in the  ownership  of the  Mortgaged
  Premises, or if the Mortgagor is a corporation, the sale or transfer of any part
  of the stock of the Mortgagor to anyone not presently a stockholder;
  
           7. In the event that the  Mortgagor  shall  have  suffered a lien upon,
  encumbered,  mortgaged  or given a security  interest in any of its  tangible or
  intangible  assets,  except that the Mortgagor may grant a security  interest in
  its  accounts,  inventory,  equipment,  and the  proceeds  therefrom  to Norwood
  Venture Corp.,  which security  interest shall be subject and subordinate to the
  security interest of Garay.
  
           8. In the event that  proceedings be instituted for the  foreclosure or
  collection of any mortgage,  judgment,  or lien prior or subordinate to the lien
  of this Mortgage, affecting the Mortgaged Premises;
  
           9. In the event that any insurance company authorized to do business in
  the State of New Jersey by the  Department of Insurance,  shall refuse to insure
  said Mortgaged  Premises in the form of policy approved by the Mortgagee,  for a
  sum equal to the full insurable value of the Mortgaged Premises;
  
           10.  In the  event  that the  Mortgagor  shall  have  entered  into any
  secondary  financing  or shall have  consented to the placing of any lien on the
  Mortgaged Premises or other Collateral, whether or not such financing or lien is
  prior to or subordinate to the lien of the Mortgage or other Collateral,  except
  that the  Mortgagor may grant a security  interest in its  accounts,  inventory,
  equipment,  and the proceeds  therefrom to Norwood Venture Corp., which security
  interest shall be subject and subordinate to the security interest of Garay.
  
           11. In the event that the Mortgagor shall have transferred or caused to
  have been  transferred  title to or  possession of any interest in the Mortgaged
  Premises,  or  any  part  thereof,  or  if  the  Borrower  is a  corporation  or
  partnership,  in the event there is a change in the  management  or  controlling
  interest in the Mortgagor to any party without the express prior written consent
  of the Mortgagee;
  
           12.  The  failure by  Thermo-Mizer  Environmental  Corp.  to obtain the
  release of its accounts receivable from the existing security interest within 90
  days from the date this  Mortgage  is  executed,  but not  including  a security
  interest in accounts  receivable and proceeds  therefrom held by Norwood Venture
  Corp.
  
           13. Any default under any Agreement  given for the debt secured by this
  Mortgage;
  
           14. The occurrence of any condition or event  commencing after the date
  hereof which causes the imposition of a lien on the Mortgaged  Premises pursuant
  to N.J.S.  10-23.11 (the Spill Compensation and Control Act) or the commencement
  of any  enforcement  action  for  violation  of  N.J.S.  12:1k-6  et  seq.  (the
  Industrial  Site Recovery Act) or any other federal or state  environmental  law
  now or hereafter in effect if not cured within thirty (30) days  following  such
  occurrence,  event, commencement of enforcement action, or imposition of lien or
  if such event cannot be cured within thirty (30) days, then the  commencement of
  such cure provided that the same may be  accomplished  within a reasonable  time
  thereafter  and provided  further no  imposition of a lien has been imposed upon
  the Mortgaged Premises.
  
           SHOULD ANY DEFAULT BE MADE BY THE  MORTGAGOR THE MORTGAGEE MAY TAKE ANY
  OR ALL OF THE FOLLOWING ACTIONS, AT THE SAME OR AT DIFFERENT TIMES:
  
           1. Declare the entire  amount of unpaid  principal,  accrued and unpaid
  interest and other money due under this  Mortgage  and the Note secured  hereby,
  immediately due and payable.
  
                                                           7
  2. Subject to any other  agreement  permitted  hereunder,  all proceeds
  from sale or  condemnation  or insurance  proceeds  collected or received by the
  Mortgagor shall be accepted and held for the Mortgagee in trust and shall not be
  co-mingled  with the funds and property of the  Mortgagor  but shall be promptly
  paid  over  to the  Mortgagee.  The  Mortgagor  shall  pay to  the  Mortgagee  a
  reasonable  rental for the Mortgaged  Premises  occupied by the Mortgagor on the
  first day of each and every  month in  advance,  as a tenant from month to month
  thereby  recognizing  the  Mortgagee as  landlord;  and upon default in any such
  payment,  the Mortgagor  shall vacate and surrender  possession of the Mortgaged
  Premises to the Mortgagee or to any receiver, if one has been appointed,  and in
  default  thereof,  the  Mortgagor  may  be  dispossessed  by the  usual  summary
  proceedings.  The Mortgagor  agrees that this covenant shall be effective either
  with or without any action being brought to foreclose this Mortgage, and with or
  without the Mortgagee  having  applied for a receiver to collect the rents.  Any
  such tenancy of the Mortgagor shall terminate at the option of the Mortgagee and
  in any event,  upon the delivery of the deed of any Sheriff or Master  following
  foreclosure.
  
           3. The  Mortgagee  may enter upon and take  possession of the Mortgaged
  Premises  and rent the  same,  either in its name or in the name of the owner of
  such property, and receive the rents, issues and profits, thereof, and apply the
  same,  after the  payment  of the  necessary  charges  and  expenses,  including
  management commissions, on account of the debt secured hereby, being accountable
  only for such rents and profits as are collected by it while in possession.
  
           4. The Mortgagee, at its option, may sue on the Guaranty, the Notes, or
  it may  foreclose  this Mortgage or other  Collateral,  and upon the filing of a
  complaint in Foreclosure,  the Mortgagee shall be entitled to the appointment of
  a receiver  of the rents of the  Mortgaged  Premises  without the  necessity  of
  proving  either  inadequacy of the security or insolvency of the Mortgagor or of
  any person who may be legally or equitably  liable to pay money secured  hereby,
  and  the  Mortgagor  and  each  such  person  waive  proof  and  consent  to the
  appointment of such receiver.
  
           5. In the event of a  foreclosure  sale of the  Mortgaged  Premises  or
  other Collateral,  the Mortgaged Premises or other Collateral may, at the option
  of the Mortgagee, be sold in one or several parcels.
  
           6. The  Mortgagee  may apply on  account of the  unpaid  principal  and
  interest thereon or account of any arrearage of interest thereon,  or on account
  of any balance due to the Mortgagee  after a  foreclosure  sale of the Mortgaged
  Premises  whether or not a  deficiency  action shall have been  instituted,  any
  unexpended  moneys  still  retained  by the  Mortgagee  that  were  paid  by the
  Mortgagor to the  Mortgagee,  for the payment of, or as security for the payment
  of taxes,  assessments,  municipal or governmental rates, charges,  impositions,
  liens,  water or sewer  rents,  or  insurance  premiums,  if any, or in order to
  secure the performance of some act by the Mortgagor.
  
                                    MISCELLANEOUS
  
           1. The parties to this mortgage may agree to change the interest  rate,
  due  date or such  other  term or terms of this  mortgage  or of the  obligation
  secured by the  mortgage and upon any such  modification  as defined in N.J.S.A.
  46:9-8.1,  the  priority of the lien of the  mortgage  shall  relate back to and
  remain  as it was at  the  time  of the  recording  of the  mortgage,  as if the
  modification was originally  included in this mortgage or as if the modification
  occurred at the time of recording of this mortgage.
  
           2.  The  rights  and  remedies  herein  expressed  to be  vested  in or
  conferred upon the Mortgagee shall be cumulative and shall be in addition to and
  not in substitution for or in derogation of the rights and remedies conferred by
  any applicable  law. The failure,  at any one or more times, of the Mortgagee to
  assert the right to declare the  principal  indebtedness  due or the granting of
  any  extension or  extensions of time of payment of the Note either to the maker
  thereof or to any other person,  or taking of other or  additional  security for
  the payment thereof, or releasing any security,  or changing any of the terms of
  the within Mortgage, or the Note, or other obligation accompanying this Mortgage
  or waiver of or failure to exercise any right under any covenant or  stipulation
  herein contained shall not in any way affect this Mortgage nor the rights of the
  Mortgagee  hereunder nor operate as a release from any personal  liability  upon
  the Note or other obligation
  
                                                           8
  accompanying  this  Mortgage,  nor under any  covenant  or  stipulation  therein
  contained,  nor  under  any  agreement  assuming  the  payment  of said  Note or
  obligation.
  
           3. All notices to be given  hereunder  shall be given by certified mail
  directed to the  Mortgagor or to the  Mortgagee at the address shown at the head
  of this Mortgage.
  
           4. If any  action  or  proceeding  be  commenced  (except  an action to
  foreclose this Mortgage or to collect the debt secured thereby), to which action
  or proceeding the Mortgagee is made a party, or in which it becomes necessary to
  defend or uphold the lien of this  Mortgage,  all sums paid by the Mortgagee for
  the expense of any litigation to prosecute or defend the rights and lien created
  by this  Mortgage,  including  reasonable  counsel  fees,  shall be added to the
  Mortgage Debt and bear interest at the interest rate set forth in the Note,  and
  any such sum and the interest thereon shall be a lien on the Premises,  prior to
  any  right or title to  interest  in or claim  upon the  Premises  attaching  or
  accruing  subsequent  to the lien of this  Mortgage,  and  shall be deemed to be
  secured  by this  Mortgage.  In any  action  or  proceeding  to  foreclose  this
  Mortgage,  or to recover or collect the Mortgage  Debt,  the  provisions  of law
  respecting the recovering of costs,  disbursements  and allowances shall prevail
  unaffected by this covenant.
  
           5.  All of the  terms,  covenants,  provisions  and  conditions  herein
  contained shall be for the benefit of, apply to, and bind the heirs,  executors,
  administrators,  successors, and assigns of the Mortgagor and the Mortgagee, and
  are intended and shall be held to be real  covenants  running with the land, and
  the term  "Mortgagor"  shall  also  include  any and all  subsequent  owners and
  successors in title of the Mortgaged Premises.
  
           6. All  references  herein to "Note"  shall be construed to include the
  Guaranty or any other evidence of indebtedness.
  
           7. When such  interpretation  is appropriate,  any word denoting gender
  used herein shall include all persons, natural or artificial,  and words used in
  the singular shall include the plural.
  
           8. This Mortgage, the loan made hereunder and the rights of the parties
  shall be  governed by and  construed  under the laws of and by the courts of the
  State of New Jersey.
  
           MORTGAGOR ACKNOWLEDGES RECEIPT OF A TRUE COPY HEREOF WITHOUT CHARGE.
  
           IN WITNESS  WHEREOF,  the Mortgagor has caused this Mortgage to be duly
  executed as of the day and year first above written.
  
                                                        LAMINAIRE CORPORATION
  
                                                       ---------------------------
                                                                  PRESIDENT
  
                                                       ---------------------------
                                                                  SECRETARY
  
                                                           9
  EXHIBIT 10.25  EMPLOYMENT AGREEMENT OF CHARLES J. GARAY DATED OCTOBER 16, 1997
  1
  
                                                 Employment Agreement
  
      THIS  AGREEMENT  effective  the 16th Day of  October,  1997,  by and between
  Laminaire  Corporation,  a New  Jersey  corporation  with  offices  at 960  East
  Hazelwood Avenue, Rahway, NJ 07065 (the "Corporation") and Charles J. Garay (the
  "Employee").
  
                                                      WITNESSETH
  
      WHEREAS, the Corporation,  having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling and selling a family of
  products used for clean rooms and providing  services for electronics  assembly,
  desires to contract  with  Employee  to devote full time to the  business of the
  Corporation; and
  
      WHEREAS,  Employee,  understanding  and  accepting  the  conditions  of this
  employment agreement set forth herein, desires to be so contracted.
  
      NOW,  THEREFORE,  in  consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
           1.                Employment
  
      Corporation  agrees to continue  employment  and Employee  agrees to provide
  such  services,  in the  capacity  of Advisor to the  Corporation,  and for such
  services for the  Corporation as may be determined and assigned to him from time
  to time by the Board of Directors.  Employee  shall devote his entire  knowledge
  and best skills to the  furtherance of the business  purposes of the Corporation
  as  shall  be  entrusted  to him  under  the  general  rules  from  time to time
  promulgated by the Corporation through its Board of Directors.
  
           2.                Term
  
      Employment  Services shall be for a term of thirteen  weeks  effective as of
  October 16, 1997 and terminating on January 2, 1998, unless sooner terminated by
  the death or permanent disability of Employee.  This Agreement shall be mutually
  extended on
  a week by week basis unless terminated by either party.
  
           3.                Compensation
  
      Compensation for services  rendered to or on behalf of the Corporation shall
  be at a rate of $3,846.15 per week,  payable  through the current weekly payroll
  system.  All privledges and benefits  previous enjoyed are to be continued while
  employed.
  
                 4. Expenses
  
      The Corporation  shall  reimburse  Employee for all reasonable and necessary
  expenses  incurred in carrying  out his duties  under this  Agreement.  Employee
  shall present to the Corporation  from time to time an itemized  account of such
  expenses in any form required by the Corporation. Such expenses shall be subject
  to review by the Chief Executive Officer and the Audit Committee of the Board of
  Directors.
  
                 5.          Confidential  Matters
  
      All confidential information relating to the Corporation's business shall be
  kept  confidential  by Employee  and shall not be disclosed by him except to the
  extent  necessary for  performance of his services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
      Employee  acknowledges  his  understanding  that in the  performance  of his
  duties and  obligations  hereunder  he may  obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
      Employee shall not,  without the prior written  consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
  except in the performance of his duties hereunder,  remove or aid in the removal
  of any such  confidential  information  or any  property  or  material  relating
  thereto from the Corporation.
  6.  Inventions
  
      Employee shall promptly  disclose to the Corporation any and all inventions;
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of his duties as set forth in
  this Agreement.
  
      Any  and  all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
  treat all information  with respect thereto as confidential  information  within
  the meaning of and subject to Article 9 of this Agreement;
  
  keep complete and accurate records thereof which records shall be the property
  of the Corporation;
  
  execute any  application  for letters patent of the United States and of any and
  all other countries  covering such  inventions,  and give the  Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;  any such  patent  issued in your name shall be sold to the company
  for $1.00;
  
  from time to time, upon the request and at the expense of the  Corporation,  but
  without charge for services beyond the payments herein provided for, execute all
  assignments  or  other  instruments  required  to  transfer  and  assign  to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;
  
  testify in any proceedings or litigation as to all such inventions; and
  
  in case the Corporation shall desire to keep secret any such invention, or shall
  for any reason decide not to have letters  patent  applied for thereon,  refrain
  from applying for such letters patent thereon.
  
      No termination  of this  agreement by the  Corporation or the Employee shall
  release the Employee or his heirs or legal  representatives  from complying with
  the foregoing
  obligations as to such inventions.  To that extent,  the terms of this Article 6
  shall survive this Agreement.
  
       7.        Governing Law
  
          This  Agreement  shall be construed and enforced in accordance  with the
  laws of the State of New Jersey.
  
       8.                    Entire Contract
  
      This Agreement  constitutes the entire  understanding  and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
       9.   Non-Waiver
  
      A day or failure by either  party to exercise a right under this  Agreement,
  or a partial or single exercise of that right,  shall not constitute a waiver of
  that or any other right.
  
    10.     Assignment
  
      This Agreement  shall not be assigned by Employee,  except that any benefits
  which  inure at any  time to his  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
  11.  Enforceability
  
      The invalidity or  non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   12.     Restrictive Covenant
  When this  agreement  is  terminated  by either  party for any  reason,  the
  Employee  for a period of twelve (12)  months  from the date of the  termination
  shall be and hereby agrees to be prohibited from directly or indirectly,  either
  as a principal, agent, manager, employee, owner, partner, stockholder, director,
  or officer of a corporation  or otherwise  from engaging or becoming  interested
  in, financially or otherwise,  in any business,  trade, or occupation similar to
  or in competition  with the business of the  Corporation  within a radius of one
  hundred  miles of the main office or any branch office of the  Corporation  then
  existing  at that time.  The  Corporation  shall  have the right to assign  this
  restrictive  covenant  in the  event  that  the  Corporation  desires  at a date
  subsequent hereto to sell or otherwise transfer all of the stock or other assets
  of the  Corporation,  and  Employee  agrees  to  remain  bound by the  terms and
  conditions of this restrictive covenant to any and all subsequent  purchasers of
  the stock and/or assets of the Corporation.
  
      13.           Headings
  
      Headings in this  Agreement are for the  convenience  of the parties  hereto
  only and shall not be used to interpret or construe its provisions.
  
           14.      Counterparts
  
      This  Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           15.      Binding Effect
  
      The  provisions  of this  Agreement  shall be binding  upon and inure to the
  benefit of both parties and their respective successors and assigns.
  IN WITNESS WHEREOF, Corporation has, by its appropriate officers, signed and
  sealed, and Employee has signed this Agreement.
  
                                                       LAMINAIRE CORPORATION
  
                                                           BY: _________________
  
  ATTEST:
  
                 SECRETARY
  
                 By:______________________
  
  ATTEST:
  
                 EMPLOYEE
  EXHIBIT 10.26  EMPLOYMENT AGREEMENT OF ANTONIO GARAY DATED OCTOBER 16, 1997
  Employment Agreement
  
       THIS  AGREEMENT  effective  the 16th day of  October,  1997 by and  between
  Thermo-Mizer  Environmental Corp, a Delaware  corporation,  and its subsidiaries
  present or future,  with offices at 960 East Hazelwood Avenue,  Rahway, NJ 07065
  and its subsididries,  present and future,(the "Corporation") and Antonio Garay,
  Rahway NJ 07065 (the "Employee").
  
                                                      WITNESSETH
  
       WHEREAS, the Corporation, having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling, purchasing and selling
  a family of products  used for clean rooms and  electronic  assembly  desires to
  employ Employee to devote full time to the business of the Corporation; and
  
       WHEREAS, Employee, understanding and accepting the conditions of employment
  set forth herein, desires to be so employed.
  
       NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
    1. Employment
  
       Corporation agrees to employ Employee and Employee agrees to be so employed
  as  a  full   time   Employee   with  no   other   commercial   commitments   or
  responsibilities,  in the capacity of President and Chief  Operating  Officer or
  for such other duties and services for the  Corporation as may be determined and
  assigned  to him from time to time by the Chief  Executive  Officer  or Board of
  Directors.  Employee  shall  devote his entire  employment,  knowledge  and best
  skills to the  furtherance of the business  purposes of the Corporation as shall
  be entrusted to him under the general rules from time to time promulgated by the
  Corporation  through its Chief Executive Officer.  The duties,  responsibilities
  and   accountability   of  the  Employee  are  described  in  the  attached  Job
  Description.  The Company from time to time may make minor  changes or otherwise
  adjust the Job Description.
  
  2.  Term
  
       Employment  shall be for a term of three years  effective as of October 16,
  1997 and terminating on October 16, 2000,  unless sooner terminated by the death
  or permanent  disability of Employee or by written  notice given by either party
  as  hereinafter  provided.  The year  ending  October  16,  1998 is  referred to
  hereafter as "Year 1"; the year ending October 16, 1999 is referred to hereafter
  as "Year 2"; and the year ending  October 16, 2000 is referred to  hereafter  as
  "Year 3." This Agreement may be automatically  extended for additional  one-year
  periods, with negotiated salary and benefits,  unless terminated pursuant to the
  provisions of Paragraph 3.
  
  3. Termination
  
       This  Agreement  and the  employment  of the Employee may be  terminated by
  either party with or without  stated cause.  Employee is required to provide the
  company with 30 days notice of termination  and entitled to receive  accumulated
  and unused vacation benefits,  sixteen weeks of severance pay, and stock options
  so vested in accordance  with the Stock Option Plan.  Upon notice  received from
  the  Employee,  the  Company  at its  option  may  ask  the  Employee  to  leave
  immediately without  continuation of pay. The Company is required to provide the
  Employee with 30 days notice of  termination,  and may ask the Employee to leave
  immediately  with the thirty days pay plus  accumulated  unused  benefits,  plus
  severance pay of thirty nine weeks.  The Employee will receive  twenty six weeks
  of severance pay upon  termination for cause other than as set forth below.  The
  Employee will receive no severance pay upon  termination  for cause as set forth
  below.  Termination for cause shall include,  but not necessarily be limited to,
  the following:
  
       ..Employee's  failure  to report for work in excess of five days (or repeat
  absences  without  acceptable  reasons) without  appropriate  reasons of medical
  illness causing  incapacity,  death in the immediate family, or without approval
  of the CEO;
  
       ...Employee's  final  conviction  of a  felony  involving  a crime of moral
  turpitude;
  
       ..Judgment  of the Board of Directors  that  Employee  committed  acts that
  constitute  willful  fraud on the part of the  Employee in  connection  with his
  duties under this Agreement,  including but not limited to  misappropriation  or
  embezzlement  in the  performance  of duties as an Employee of the  Company,  or
  willfully  engaging  in  conduct  materially  injurious  to the  Company  and in
  violation of the covenants contained in this agreement;
  
       ...Employee's  gross  misconduct,  including  by not limited to the willful
  failure of Employee either to a) continue to obey lawful written  instruction of
  the Board of Directors  after  thirty (30) days notice in writing of  Employee's
  failure to do so and the Board of Directors'  intention to terminate Employee if
  such  failure is not  corrected,  or (b) correct  any conduct of Employee  which
  constitutes a material breach of this agreement after thirty (30) days notice in
  writing of Employee's  failure to do so and the Board of Directors  intention to
  terminate Employee if such failure is not corrected.
  
       The Severance  pay, as set forth above,  will survive this contract and all
  future contracts. Severance pay at termination will be at the then existing rate
  of pay.  Payment  of  Severance  will  be made  weekly  until  such  time as the
  Severance pay as defined above is paid in full.
  
  4.  Board of Directors
  
       Employee shall at all times discharge his duties in  consultation  with and
  under the supervision of the Corporation's  Board of Directors,  its Committees,
  and the Chief  Executive  Officer.  In the  performance of his duties,  Employee
  shall  make his  principal  office in such place as the  Corporation's  Board of
  Directors shall determine. Should the Employee decide not to relocate, severance
  pay will be granted as if  terminated  without cause at the  convenience  of the
  Corporation under paragraph 3. above.
  
   5.  Compensation
  
       Employee's  total  compensation  for employment on a full time basis (which
  from time to time may include  travel,  working  beyond forty hours in any given
  week to  complete  work or  special  project,  and  assisting  others  in  other
  departments  without  additional  compensation)  rendered to or on behalf of the
  Corporation  for each fiscal year for which this Agreement is in effect shall be
  $120,000 plus an increase of 6% the  following  year and 7% the third year based
  on company  performance.  Company  performance  shall mean that net sales of the
  Laminaire  Corp.  in each of those  years have met or exceeded  positive  growth
  corresponding  to those same  percentages.  Growth  less than those  percentages
  shall  mean  the  next  year's  raise in  compensation  shall  be  appropriately
  prorated.  Compensation  shall  be paid in  weekly  installments.  The  Board of
  Directors  may,  at its sole  discretion,  provide  additional  compensation  to
  Employee based on the operating performance of the Corporation.
  
       In addition,  the Company, in each fiscal year, shall provide stock options
  to Employee in accordance  with the Company's  Stock Option Plan. A copy of this
  plan is attached to this agreement.
  
       In addition,  the company shall  authorize the Employee  vacation,  sick or
  otherwise personal days, each year accrued at a rate of sixteen hours per month,
  as accrued for corporate officers.
  
       In addition, the Employee shall be eligible to participate in the Company's
  401K plan when plan requirements have been met.
  
       In addition,  any and all benefits to Laminaire  Corporation employees as a
  group will be granted to the Employee.
  
  6. Expenses
  
       (A)  Reimbursements:  The  Corporation  shall  reimburse  Employee  for all
  reasonable and necessary expenses incurred in carrying out his duties under this
  Agreement.  Employee  shall  present to the  Corporation  within  thirty days an
  itemized account of such expenses in any form required by the Corporation.  Such
  expenses  shall be subject to  approval  by the Chief  Executive  Officer and to
  review by the Audit Committee of the Board of Directors.
  
       (B)  Automobile:   The  Corporation   recognizes  Employee's  need  for  an
  automobile  allowance  for business  purposes.  The  Corporation  shall pay such
  allowance as currently received.
  
       (C)  Disability:  In the event any  illness or  accident  renders  Employee
  disabled and unable to carry out all of his duties  extending beyond 60 days and
  certified as disabled by a least two (2) duly licensed and qualified physicians,
  one (1)  approved by the Board of  Directors of the Company and one (1) approved
  by Employee,  Corporation's  obligations under this Agreement may terminate at a
  time and in a manner and under such  conditions  as the Board of  Directors  may
  then determine in its own discretion at such time in accordance  with state law.
  The  company  may  chose to  provide  a  disability  plan or chose to  reimburse
  Employee for an individual plan. Additionally,  the existing disability accruals
  for all  employees  will remain in place and are to be paid to the extent of the
  balance accrued for as long as Employee is disabled.
  
       (D)  Notices:  All  notices  required or  permitted  to be given under this
  Agreement shall be given by certified  mail,  return receipt  requested,  to the
  parties at the  following  addresses  or to such other  addresses  as either may
  designate in writing to the other party.
  
       If to Corporation Laminaire Corporation,  960 East Hazelwood Avenue Rahway,
  NJ 07065
  
                     If to Employee Antonio Garay, (address above)
  
  7. Certificate of Incorporation and Bylaws
  
       Employee  agrees  that the  Corporation's  articles  of  incorporation  and
  bylaws,  together  with all  currently  effective  rules  and  regulations  made
  thereunder,  are hereby included in and made a part of this Agreement.  Employee
  further agrees that all new rules and regulations and all resolutions  affecting
  employees of the  Corporation  generally  shall modify this Agreement as if they
  had  been  included  in it and had  been  made a part of it from the date of its
  execution.
  
    8. Restrictions
  
      Employee hereby covenants and agrees that:
  
       he will not for his personal  benefit,  make, draw,  accept, or endorse any
  promissory note, bill of exchange,  lease, contract, or other obligation for the
  payment of money or its equivalent by or in the name of the Corporation;
  he will not  pledge  the credit of the  Corporation  in any way  whatsoever
  except as he may be authorized to do so by the Corporation's Board of Directors;
  
  and
  
       any  breach of this  Article  8 by him shall  entitle  the  Corporation  to
  recover from him any expense in which it may become involved as a result of such
  prohibited action.
  
  9.   Confidential Matters
  
       All confidential  information relating to the Corporation's  business shall
  be kept confidential by Employee and shall not be disclosed by him except to the
  extent  necessary for  performance of his services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
       Employee  acknowledges  his  understanding  that in the  performance of his
  duties and  obligations  hereunder  he may  obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
       Employee shall not,  without the prior written consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
       except in the  performance  of his duties  hereunder,  remove or aid in the
  removal  of any  such  confidential  information  or any  property  or  material
  relating thereto from the Corporation.
  
       10. Governing Law
  
       This Agreement  shall be construed and enforced in accordance with the laws
  of the State of New Jersey.
  
           11.  Inventions
  
       Employee shall promptly disclose to the Corporation any and all inventions.
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of his duties as set forth in
  this Agreement.
  
       Any  and all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
       treat all  information  with respect  thereto as  confidential  information
  within the meaning of and subject to Article 9 of this Agreement;
  
       keep  complete and accurate  records  thereof  which  records  shall be the
  property of the Corporation;
  
       execute any  application for letters patent of the United States and of any
  and all other countries covering such inventions, and give the Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;
  
       from time to time, upon the request and at the expense of the  Corporation,
  but without charge for services beyond the payments herein provided for, execute
  all  assignments  or other  instruments  required to transfer  and assign to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;  testify in any
  proceedings or litigation as to all such inventions; and
  
       in case the Corporation shall desire to keep secret any such invention,  or
  shall for any reason  decide not to have  letters  patent  applied for  thereon,
  refrain from applying for such letters patent thereon.
  
       No termination of employment of the Employee by the  Corporation or of this
  Agreement shall release the Employee or his heirs or legal  representatives from
  complying with the foregoing obligations as to such inventions.  To that extent,
  the terms of this Article 11 shall survive this Agreement.
  
   12. Entire Contract
  
       This Agreement  constitutes the entire  understanding and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
   13.      Non-Waiver
  
       A failure by either  party to exercise a right under this  Agreement,  or a
  partial or single exercise of that right,  shall not constitute a waiver of that
  or any other right.
  
    14.  Assignment
  
       This Agreement  shall not be assigned by Employee  except that any benefits
  which  inure at any  time to his  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
   15. Enforceability
  
       The invalidity or non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   16. Non-Compete
  
       In consideration of the stock options and other incentives awarded to me by
  the company at anytime during employment, and should termination from employment
  with  Thermo-Mizer,  or any subsidiary there of, occur for any reason,  Employee
  agrees to refrain, for a period of twelve (12) months, from selling,  soliciting
  or otherwise  contacting  customers of the Company or its subsidiaries,  for the
  purpose of competing  with goods and services  provided  these  customers by the
  Company.  Employee  agrees not to divulge  to any party or  otherwise  use trade
  secrets, pricing policies, costs, designs and any other proprietary or sensitive
  information accumulated during employment at Thermo-Mizer  Environmental Corp or
  its subsidiaries.
  
           17.       Headings
  
       Headings in this  Agreement are for the  convenience  of the parties hereto
  only and shall not be used to interpret or construe its provisions.
  
           18.      Counterparts
  
       This Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           19.      Binding Effect
  
       The  provisions  of this  Agreement  shall be binding upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
       IN WITNESS WHEREOF,  Corporation has, by its appropriate  officers,  signed
  and sealed, and Employee has signed this Agreement.
  
                                    THERMO-MIZER ENVIRONMENTAL CORPORATION
  
                             BY: _______________________
  ATTEST:
  
                 SECRETARY
  
                 BY: ____________________
  EMPLOYEE:
  EXHIBIT 10.27  EMPLOYMENT AGREEMENT OF GERALD E. REILLY DATED OCTOBER 16, 1997
  Employment Agreement
  
       THIS  AGREEMENT  effective  the 16th day of  October,  1997 by and  between
  Thermo-Mizer  Environmental Corp, a Delaware  corporation,  and its subsidiaries
  present or future,  with offices at 960 East Hazelwood Avenue,  Rahway, NJ 07065
  and its  subsididries,  present  and  future,(the  "Corporation")  and Gerald E.
  Reilly, 28 Evergreen Drive, Berkeley Heights, NJ 07922 (the "Employee").
  
                                                      WITNESSETH
  
       WHEREAS, the Corporation, having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling, purchasing and selling
  a family of products  used for clean rooms and  electronic  assembly  desires to
  employ Employee to devote full time to the business of the Corporation; and
  
       WHEREAS, Employee, understanding and accepting the conditions of employment
  set forth herein, desires to be so employed.
  
       NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
    1. Employment
  
       Corporation agrees to employ Employee and Employee agrees to be so employed
  as  a  full   time   Employee   with  no   other   commercial   commitments   or
  responsibilities,  in the capacity of Vice President and Chief Financial Officer
  or for such other duties and services for the  Corporation  as may be determined
  and assigned to him from time to time by the Chief Executive Officer or Board of
  Directors.  Employee  shall  devote his entire  employment,  knowledge  and best
  skills to the  furtherance of the business  purposes of the Corporation as shall
  be entrusted to him under the general rules from time to time promulgated by the
  Corporation  through its Chief Executive Officer.  The duties,  responsibilities
  and   accountability   of  the  Employee  are  described  in  the  attached  Job
  Description.  The Company from time to time may make minor  changes or otherwise
  adjust the Job Description.
  
  2.  Term
  
       Employment  shall be for a term of three years  effective as of October 16,
  1997 and terminating on October 16, 2000,  unless sooner terminated by the death
  or permanent  disability of Employee or by written  notice given by either party
  as  hereinafter  provided.  The year  ending  October  16,  1998 is  referred to
  hereafter as "Year 1"; the year ending October 16, 1999 is referred to hereafter
  as "Year 2"; and the year ending  October 16, 2000 is referred to  hereafter  as
  "Year 3." This Agreement may be automatically  extended for additional  one-year
  periods, with negotiated salary and benefits,  unless terminated pursuant to the
  provisions of Paragraph 3.
  
  3. Termination
  
       This  Agreement  and the  employment  of the Employee may be  terminated by
  either party with or without  stated cause.  Employee is required to provide the
  company with 30 days notice of termination  and entitled to receive  accumulated
  and unused vacation benefits,  sixteen weeks of severance pay, and stock options
  so vested in accordance  with the Stock Option Plan.  Upon notice  received from
  the  Employee,  the  Company  at its  option  may  ask  the  Employee  to  leave
  immediately without  continuation of pay. The Company is required to provide the
  Employee with 30 days notice of  termination,  and may ask the Employee to leave
  immediately  with the thirty days pay plus  accumulated  unused  benefits,  plus
  severance pay of thirty nine weeks.  The Employee will receive  twenty six weeks
  of severance pay upon  termination for cause other than as set forth below.  The
  Employee will receive no severance pay upon  termination  for cause as set forth
  below.  Termination for cause shall include,  but not necessarily be limited to,
  the following:
  
       ..Employee's  failure  to report for work in excess of five days (or repeat
  absences  without  acceptable  reasons) without  appropriate  reasons of medical
  illness causing  incapacity,  death in the immediate family, or without approval
  of the CEO;
  
       ...Employee's  final  conviction  of a  felony  involving  a crime of moral
  turpitude;
  
       ..Judgment  of the Board of Directors  that  Employee  committed  acts that
  constitute  willful  fraud on the part of the  Employee in  connection  with his
  duties under this Agreement,  including but not limited to  misappropriation  or
  embezzlement  in the  performance  of duties as an Employee of the  Company,  or
  willfully  engaging  in  conduct  materially  injurious  to the  Company  and in
  violation of the covenants contained in this agreement;
  
       ...Employee's  gross  misconduct,  including  by not limited to the willful
  failure of Employee either to a) continue to obey lawful written  instruction of
  the Board of Directors  after  thirty (30) days notice in writing of  Employee's
  failure to do so and the Board of Directors'  intention to terminate Employee if
  such  failure is not  corrected,  or (b) correct  any conduct of Employee  which
  constitutes a material breach of this agreement after thirty (30) days notice in
  writing of Employee's  failure to do so and the Board of Directors  intention to
  terminate Employee if such failure is not corrected.
  
       The Severance  pay, as set forth above,  will survive this contract and all
  future contracts. Severance pay at termination will be at the then existing rate
  of pay.  Payment  of  Severance  will  be made  weekly  until  such  time as the
  Severance pay as defined above is paid in full.
  
  4.  Board of Directors
  
       Employee shall at all times discharge his duties in  consultation  with and
  under the supervision of the Corporation's  Board of Directors,  its Committees,
  and the Chief  Executive  Officer.  In the  performance of his duties,  Employee
  shall  make his  principal  office in such place as the  Corporation's  Board of
  Directors shall determine. Should the Employee decide not to relocate, severance
  pay will be granted as if  terminated  without cause at the  convenience  of the
  Corporation under paragraph 3. above.
  
   5.  Compensation
  
       Employee's  total  compensation  for employment on a full time basis (which
  from time to time may include  travel,  working  beyond forty hours in any given
  week to  complete  work or  special  project,  and  assisting  others  in  other
  departments  without  additional  compensation)  rendered to or on behalf of the
  Corporation  for each fiscal year for which this Agreement is in effect shall be
  $110,000 plus an increase of 6% the  following  year and 7% the third year based
  on company  performance.  Company  performance  shall mean that net sales of the
  Laminaire  Corp.  in each of those  years have met or exceeded  positive  growth
  corresponding  to those same  percentages.  Growth  less than those  percentages
  shall  mean  the  next  year's  raise in  compensation  shall  be  appropriately
  prorated.  Compensation  shall  be paid in  weekly  installments.  The  Board of
  Directors  may,  at its sole  discretion,  provide  additional  compensation  to
  Employee based on the operating performance of the Corporation.
  
       In addition,  the Company, in each fiscal year, shall provide stock options
  to Employee in accordance  with the Company's  Stock Option Plan. A copy of this
  plan is attached to this agreement.
  
       In addition,  the company shall  authorize the Employee  vacation,  sick or
  otherwise personal days, each year accrued at a rate of sixteen hours per month,
  as accrued for corporate officers.
  
       In addition, the Employee shall be eligible to participate in the Company's
  401K plan when plan requirements have been met.
  
       In addition,  any and all benefits to Laminaire  Corporation employees as a
  group will be granted to the Employee.
  
  6. Expenses
  
       (A)  Reimbursements:  The  Corporation  shall  reimburse  Employee  for all
  reasonable and necessary expenses incurred in carrying out his duties under this
  Agreement.  Employee  shall  present to the  Corporation  within  thirty days an
  itemized account of such expenses in any form required by the Corporation.  Such
  expenses  shall be subject to  approval  by the Chief  Executive  Officer and to
  review by the Audit  Committee of the Board of Directors.  Certain  professional
  fees, continuing  professional  education courses, or other requirements to keep
  Employee's Certified Public Accountant licenses current shall be reimbursed.
  
       (B)  Automobile:   The  Corporation   recognizes  Employee's  need  for  an
  automobile  allowance  for business  purposes.  The  Corporation  shall pay such
  allowance as currently received.
  
       (C)  Disability:  In the event any  illness or  accident  renders  Employee
  disabled and unable to carry out all of his duties  extending beyond 60 days and
  certified as disabled by a least two (2) duly licensed and qualified physicians,
  one (1)  approved by the Board of  Directors of the Company and one (1) approved
  by Employee,  Corporation's  obligations under this Agreement may terminate at a
  time and in a manner and under such  conditions  as the Board of  Directors  may
  then determine in its own discretion at such time in accordance  with state law.
  The  company  may  chose to  provide  a  disability  plan or chose to  reimburse
  Employee for an individual plan. Additionally,  the existing disability accruals
  for all  employees  will remain in place and are to be paid to the extent of the
  balance accrued for as long as Employee is disabled.
  
       (D)  Notices:  All  notices  required or  permitted  to be given under this
  Agreement shall be given by certified  mail,  return receipt  requested,  to the
  parties at the  following  addresses  or to such other  addresses  as either may
  designate in writing to the other party.
  
       If to Corporation Laminaire Corporation,  960 East Hazelwood Avenue Rahway,
  NJ 07065
  
                     If to Employee Gerald E. Reilly, (address above)
  
  7. Certificate of Incorporation and Bylaws
  
       Employee  agrees  that the  Corporation's  articles  of  incorporation  and
  bylaws,  together  with all  currently  effective  rules  and  regulations  made
  thereunder,  are hereby included in and made a part of this Agreement.  Employee
  further agrees that all new rules and regulations and all resolutions  affecting
  employees of the  Corporation  generally  shall modify this Agreement as if they
  had  been  included  in it and had  been  made a part of it from the date of its
  execution.
  
    8. Restrictions
  
      Employee hereby covenants and agrees that:
  
       he will not for his personal  benefit,  make, draw,  accept, or endorse any
  promissory note, bill of exchange,  lease, contract, or other obligation for the
  payment of money or its equivalent by or in the name of the Corporation;
  
       he will not  pledge  the credit of the  Corporation  in any way  whatsoever
  except as he may be authorized to do so by the Corporation's Board of Directors;
  and
  
       any  breach of this  Article  8 by him shall  entitle  the  Corporation  to
  recover from him any expense in which it may become involved as a result of such
  prohibited action.
  
  9.   Confidential Matters
  
       All confidential  information relating to the Corporation's  business shall
  be kept confidential by Employee and shall not be disclosed by him except to the
  extent  necessary for  performance of his services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
       Employee  acknowledges  his  understanding  that in the  performance of his
  duties and  obligations  hereunder  he may  obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
       Employee shall not,  without the prior written consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
       except in the  performance  of his duties  hereunder,  remove or aid in the
  removal  of any  such  confidential  information  or any  property  or  material
  relating thereto from the Corporation.
  
       10. Governing Law
  
       This Agreement  shall be construed and enforced in accordance with the laws
  of the State of New Jersey.
  
           11.  Inventions
  
       Employee shall promptly disclose to the Corporation any and all inventions.
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of his duties as set forth in
  this Agreement.
  
       Any  and all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
       treat all  information  with respect  thereto as  confidential  information
  within the meaning of and subject to Article 9 of this Agreement;
  
       keep  complete and accurate  records  thereof  which  records  shall be the
  property of the Corporation;
  
       execute any  application for letters patent of the United States and of any
  and all other countries covering such inventions, and give the Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;
  
       from time to time, upon the request and at the expense of the  Corporation,
  but without charge for services beyond the payments herein provided for, execute
  all  assignments  or other  instruments  required to transfer  and assign to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;
  
  testify in any proceedings or litigation as to all such inventions; and
  
       in case the Corporation shall desire to keep secret any such invention,  or
  shall for any reason  decide not to have  letters  patent  applied for  thereon,
  refrain from applying for such letters patent thereon.
  
       No termination of employment of the Employee by the  Corporation or of this
  Agreement shall release the Employee or his heirs or legal  representatives from
  complying with the foregoing obligations as to such inventions.  To that extent,
  the terms of this Article 11 shall survive this Agreement.
  
   12. Entire Contract
  
       This Agreement  constitutes the entire  understanding and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
   13.      Non-Waiver
  
       A failure by either  party to exercise a right under this  Agreement,  or a
  partial or single exercise of that right,  shall not constitute a waiver of that
  or any other right.
  
    14.  Assignment
  
       This Agreement  shall not be assigned by Employee  except that any benefits
  which  inure at any  time to his  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
   15. Enforceability
  
       The invalidity or non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   16. Non-Compete
  
       In consideration of the stock options and other incentives awarded to me by
  the company at anytime during employment, and should termination from employment
  with  Thermo-Mizer,  or any subsidiary there of, occur for any reason,  Employee
  agrees to refrain, for a period of twelve (12) months, from selling,  soliciting
  or otherwise  contacting  customers of the Company or its subsidiaries,  for the
  purpose of competing  with goods and services  provided  these  customers by the
  Company.  Employee  agrees not to divulge  to any party or  otherwise  use trade
  secrets, pricing policies, costs, designs and any other proprietary or sensitive
  information accumulated during employment at Thermo-Mizer  Environmental Corp or
  its subsidiaries.
  
           17.       Headings
  
       Headings in this  Agreement are for the  convenience  of the parties hereto
  only and shall not be used to interpret or construe its provisions.
  
           18.      Counterparts
  
       This Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           19.      Binding Effect
  
       The  provisions  of this  Agreement  shall be binding upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
       IN WITNESS WHEREOF,  Corporation has, by its appropriate  officers,  signed
  and sealed, and Employee has signed this Agreement.
  
                                     THERMO-MIZER ENVIRONMENTAL CORPORATION
  
                                     BY: _______________________
  ATTEST:
  
                 SECRETARY
  
                 BY: ____________________
  EMPLOYEE:
  EXHIBIT 10.28  EMPLOYMENT AGREEMENT OF ETTA MONTELEONE DATED OCTOBER 16, 1997
  Employment Agreement
  
       THIS  AGREEMENT  effective  the 16th day of  October,  1997 by and  between
  Thermo-Mizer  Environmental Corp, a Delaware  corporation,  and its subsidiaries
  present or future,  with offices at 960 East Hazelwood Avenue,  Rahway, NJ 07065
  and  its  subsididries,   present  and  future,(the   "Corporation")   and  Etta
  Monteleone, 1 Dunster St., Carteret, NJ 07008 the "Employee").
  
                                                      WITNESSETH
  
       WHEREAS, the Corporation, having been organized for the purpose of engaging
  in the business of manufacturing,  designing, assembling, purchasing and selling
  a family of products  used for clean rooms and  electronic  assembly  desires to
  employ Employee to devote full time to the business of the Corporation; and
  
       WHEREAS, Employee, understanding and accepting the conditions of employment
  set forth herein, desires to be so employed.
  
       NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
  set forth  herein,  and for other good and valuable  consideration,  the receipt
  whereof is hereby duly  acknowledged,  the parties hereto  covenant and agree as
  follows:
  
    1. Employment
  
       Corporation agrees to employ Employee and Employee agrees to be so employed
  as  a  full   time   Employee   with  no   other   commercial   commitments   or
  responsibilities,  in the capacity of  Administrative  Manager or for such other
  duties and services for the Corporation as may be determined and assigned to her
  from time to time by the Chief Executive Officer or Board of Directors. Employee
  shall devote her entire employment, knowledge and best skills to the furtherance
  of the business  purposes of the  Corporation as shall be entrusted to her under
  the general rules from time to time  promulgated by the Corporation  through its
  Chief Executive Officer. The duties,  responsibilities and accountability of the
  Employee are described in the attached Job Description. The Company from time to
  time may make minor changes or otherwise adjust the Job Description.
  
  2.  Term
  
       Employment  shall be for a term of three years  effective as of October 16,
  1997 and terminating on October 16, 2000,  unless sooner terminated by the death
  or permanent  disability of Employee or by written  notice given by either party
  as  hereinafter  provided.  The year  ending  October  16,  1998 is  referred to
  hereafter as "Year 1"; the year ending October 16, 1999 is referred to hereafter
  as "Year 2"; and the year ending  October 16, 2000 is referred to  hereafter  as
  "Year 3." This Agreement may be automatically  extended for additional  one-year
  periods, with negotiated salary and benefits,  unless terminated pursuant to the
  provisions of Paragraph 3.
  
  3. Termination
  
       This  Agreement  and the  employment  of the Employee may be  terminated by
  either party with or without  stated cause.  Employee is required to provide the
  company with 30 days notice of termination  and entitled to receive  accumulated
  and unused vacation benefits, thirteen weeks of severance pay, and stock options
  so vested in accordance  with the Stock Option Plan.  Upon notice  received from
  the  Employee,  the  Company  at its  option  may  ask  the  Employee  to  leave
  immediately without  continuation of pay. The Company is required to provide the
  Employee with 30 days notice of  termination,  and may ask the Employee to leave
  immediately  with the thirty days pay plus  accumulated  unused  benefits,  plus
  severance pay of twenty six weeks.  The Employee will receive  nineteen weeks of
  severance  pay upon  termination  for cause other than as set forth  below.  The
  Employee will receive no severance pay upon  termination  for cause as set forth
  below.  Termination for cause shall include,  but not necessarily be limited to,
  the following:
  
       ..Employee's  failure  to report for work in excess of five days (or repeat
  absences  without  acceptable  reasons) without  appropriate  reasons of medical
  illness causing  incapacity,  death in the immediate family, or without approval
  of the CEO;
  
       ...Employee's  final  conviction  of a  felony  involving  a crime of moral
  turpitude;
  
       ..Judgment  of the Board of Directors  that  Employee  committed  acts that
  constitute  willful  fraud on the part of the  Employee in  connection  with her
  duties under this Agreement,  including but not limited to  misappropriation  or
  embezzlement  in the  performance  of duties as an Employee of the  Company,  or
  willfully  engaging  in  conduct  materially  injurious  to the  Company  and in
  violation of the covenants contained in this agreement;
  
       ...Employee's  gross  misconduct,  including  by not limited to the willful
  failure of Employee either to a) continue to obey lawful written  instruction of
  the Board of Directors  after  thirty (30) days notice in writing of  Employee's
  failure to do so and the Board of Directors'  intention to terminate Employee if
  such  failure is not  corrected,  or (b) correct  any conduct of Employee  which
  constitutes a material breach of this agreement after thirty (30) days notice in
  writing of Employee's  failure to do so and the Board of Directors  intention to
  terminate Employee if such failure is not corrected.
  
       The Severance  pay, as set forth above,  will survive this contract and all
  future contracts. Severance pay at termination will be at the then existing rate
  of pay.  Payment  of  Severance  will  be made  weekly  until  such  time as the
  Severance pay as defined above is paid in full.
  
  4.  Board of Directors
  
       Employee shall at all times discharge her duties in  consultation  with and
  under the supervision of the Corporation's  Board of Directors,  its Committees,
  and the Chief  Executive  Officer.  In the  performance of her duties,  Employee
  shall  make her  principal  office in such place as the  Corporation's  Board of
  Directors shall determine. Should the Employee decide not to relocate, severance
  pay will be granted as if  terminated  without cause at the  convenience  of the
  Corporation under paragraph 3. above.
  
   5.  Compensation
  
       Employee's  total  compensation  for employment on a full time basis (which
  from time to time may include  travel,  working  beyond forty hours in any given
  week to  complete  work or  special  project,  and  assisting  others  in  other
  departments  without  additional  compensation)  rendered to or on behalf of the
  Corporation  for each fiscal year for which this Agreement is in effect shall be
  $95,000 plus an increase of 6% the following year and 7% the third year based on
  company  performance.  Company  performance  shall  mean  that net  sales of the
  Laminaire  Corp.  in each of those  years have met or exceeded  positive  growth
  corresponding  to those same  percentages.  Growth  less than those  percentages
  shall  mean  the  next  year's  raise in  compensation  shall  be  appropriately
  prorated.  Compensation  shall  be paid in  weekly  installments.  The  Board of
  Directors  may,  at its sole  discretion,  provide  additional  compensation  to
  Employee based on the operating performance of the Corporation.
  
       In addition,  the Company, in each fiscal year, shall provide stock options
  to Employee in accordance  with the Company's  Stock Option Plan. A copy of this
  plan is attached to this agreement.
  
       In addition,  the company shall  authorize the Employee  vacation,  sick or
  otherwise  personal  days,  each year  accrued at a rate of  fourteen  hours per
  month, as accrued for senion management.
  
       In addition, the Employee shall be eligible to participate in the Company's
  401K plan when plan requirements have been met.
  
       In addition,  any and all benefits to Laminaire  Corporation employees as a
  group will be granted to the Employee.
  
  6. Expenses
  
       (A)  Reimbursements:  The  Corporation  shall  reimburse  Employee  for all
  reasonable and necessary expenses incurred in carrying out her duties under this
  Agreement.  Employee  shall  present to the  Corporation  within  thirty days an
  itemized account of such expenses in any form required by the Corporation.  Such
  expenses  shall be subject to  approval  by the Chief  Executive  Officer and to
  review by the Audit Committee of the Board of Directors.
  
       (B)  Automobile:   The  Corporation   recognizes  Employee's  need  for  an
  automobile  allowance  for business  purposes.  The  Corporation  shall pay such
  allowance as currently received.
  
       (C)  Disability:  In the event any  illness or  accident  renders  Employee
  disabled and unable to carry out all of her duties  extending beyond 60 days and
  certified as disabled by a least two (2) duly licensed and qualified physicians,
  one (1)  approved by the Board of  Directors of the Company and one (1) approved
  by Employee,  Corporation's  obligations under this Agreement may terminate at a
  time and in a manner and under such  conditions  as the Board of  Directors  may
  then determine in its own discretion at such time in accordance  with state law.
  The  company  may  chose to  provide  a  disability  plan or chose to  reimburse
  Employee for an individual plan. Additionally,  the existing disability accruals
  for all  employees  will remain in place and are to be paid to the extent of the
  balance accrued for as long as Employee is disabled.
  
       (D)  Notices:  All  notices  required or  permitted  to be given under this
  Agreement shall be given by certified  mail,  return receipt  requested,  to the
  parties at the  following  addresses  or to such other  addresses  as either may
  designate in writing to the other party.
  
       If to Corporation Laminaire Corporation,  960 East Hazelwood Avenue Rahway,
  NJ 07065
  
                     If to Employee Etta Monteleone, (address above)
  
  7. Certificate of Incorporation and Bylaws
  
       Employee  agrees  that the  Corporation's  articles  of  incorporation  and
  bylaws,  together  with all  currently  effective  rules  and  regulations  made
  thereunder,  are hereby included in and made a part of this Agreement.  Employee
  further agrees that all new rules and regulations and all resolutions  affecting
  employees of the  Corporation  generally  shall modify this Agreement as if they
  had  been  included  in it and had  been  made a part of it from the date of its
  execution.
  
    8. Restrictions
  
      Employee hereby covenants and agrees that:
  
       she will not for her personal benefit,  make, draw,  accept, or endorse any
  promissory note, bill of exchange,  lease, contract, or other obligation for the
  payment of money or its equivalent by or in the name of the Corporation;
  she will not  pledge the credit of the  Corporation  in any way  whatsoever
  except  as  she  may  be  authorized  to do so by  the  Corporation's  Board  of
  Directors; and
  
       any  breach of this  Article  8 by her shall  entitle  the  Corporation  to
  recover from her any expense in which it may become involved as a result of such
  prohibited action.
  
  9.   Confidential Matters
  
       All confidential  information relating to the Corporation's  business shall
  be kept confidential by Employee and shall not be disclosed by her except to the
  extent  necessary for  performance of her services and  obligations as set forth
  herein  and in all  such  instances  Employee  will  take  reasonable  steps  to
  safeguard the confidentiality of all such information.
  
       Employee  acknowledges  her  understanding  that in the  performance of her
  duties and  obligations  hereunder  she may obtain  knowledge  of  "confidential
  information"   as  hereinafter   defined,   relating  to  the  business  of  the
  Corporation.  As used herein,  "confidential  information" means any information
  (including,  without limitation,  any formula, pattern, device, plan, process or
  compilation  of  information)  which (i) is, or is  designed  to be, used in the
  business  of the  Corporation  or  results  from  its  research  or  development
  activities; (ii) is private or confidential in that it is not generally known or
  available  to the public;  and (iii) gives the  Corporation  an  opportunity  to
  obtain an advantage over competitors who do not know or use it.
  
       Employee shall not,  without the prior written consent of the  Corporation,
  either during the term of this Agreement or after any termination thereof:
  
  use or disclose any such confidential information outside the Corporation;
  
  publish any writing with respect thereto; or
  
       except in the  performance  of her duties  hereunder,  remove or aid in the
  removal  of any  such  confidential  information  or any  property  or  material
  relating thereto from the Corporation.
  
       10. Governing Law
  
       This Agreement  shall be construed and enforced in accordance with the laws
  of the State of New Jersey.
  
           11.  Inventions
  
       Employee shall promptly disclose to the Corporation any and all inventions.
  improvements,  machines,  appliances,  processes,  products, or the like (all of
  which are  referred  to herein  as  "inventions")  which  Employee  may  invent,
  conceive,  produce, or reduce to practice, either solely or jointly with others,
  at any time, in furtherance or in the  performance of her duties as set forth in
  this Agreement.
  
       Any  and all  such  inventions  which  in any way  relate  to the  products
  manufactured, sold, or used by the Corporation, or to any methods, processes, or
  apparatus used in connection with the production of such goods or materials,  or
  in either case which are or may be or may become  capable of use in the business
  of the  Corporation,  shall at all times and for all  purposes  be  regarded  as
  acquired and held by Employee in a fiduciary capacity and solely for the benefit
  of the Corporation.
  
      With respect to all such inventions, Employee shall:
  
       treat all  information  with respect  thereto as  confidential  information
  within the meaning of and subject to Article 9 of this Agreement;
  
       keep  complete and accurate  records  thereof  which  records  shall be the
  property of the Corporation;
  
       execute any  application for letters patent of the United States and of any
  and all other countries covering such inventions, and give the Corporation,  its
  attorneys and counsel all reasonable and requested  assistance in preparing such
  application;
  
       from time to time, upon the request and at the expense of the  Corporation,
  but without charge for services beyond the payments herein provided for, execute
  all  assignments  or other  instruments  required to transfer  and assign to the
  Corporation (or as the Corporation may otherwise direct)) all inventions and all
  patents and  applications  for patents  covering  such  inventions  or otherwise
  required to protect the rights and interests of the Corporation;
  
  testify in any proceedings or litigation as to all such inventions; and
  
       in case the Corporation shall desire to keep secret any such invention,  or
  shall for any reason  decide not to have  letters  patent  applied for  thereon,
  refrain from applying for such letters patent thereon.
  
       No termination of employment of the Employee by the  Corporation or of this
  Agreement shall release the Employee or her heirs or legal  representatives from
  complying with the foregoing obligations as to such inventions.  To that extent,
  the terms of this Article 11 shall survive this Agreement.
  
   12. Entire Contract
  
       This Agreement  constitutes the entire  understanding and agreement between
  the Corporation and the Employee with regard to all matters  referred to herein.
  There are no other agreements,  conditions or representations,  oral or written,
  express or implied,  with regard thereto.  This Agreement may be amended only in
  writing signed by both parties.
  
   13.      Non-Waiver
  
       A failure by either  party to exercise a right under this  Agreement,  or a
  partial or single exercise of that right,  shall not constitute a waiver of that
  or any other right.
  
    14.  Assignment
  
       This Agreement  shall not be assigned by Employee  except that any benefits
  which  inure at any  time to her  estate  or  personal  representative  shall be
  transferable  as a matter of right to such entity or entities.  The  Corporation
  shall  have the right to  transfer  and  assign  this  Agreement  and its rights
  hereunder in its entirety in its sole  discretion and, upon doing so, all of the
  rights and obligations of the Corporation  hereunder shall  thereafter inure and
  apply to its  assignees  and  successors  on condition  such  succeeding  entity
  assumes in writing at the time of any such  assignment  all the  obligations  of
  Corporation hereunder.
  
   15. Enforceability
  
       The invalidity or non-enforceability  of any provision,  term, or condition
  hereof  shall in no way  effect  the  validity  or  enforceability  of any other
  provision or of this Agreement or of the Agreement in its entirety.
  
   16. Non-Compete
  
       In consideration of the stock options and other incentives awarded to me by
  the company at anytime during employment, and should termination from employment
  with  Thermo-Mizer,  or any subsidiary there of, occur for any reason,  Employee
  agrees to refrain, for a period of twelve (12) months, from selling,  soliciting
  or otherwise  contacting  customers of the Company or its subsidiaries,  for the
  purpose of competing  with goods and services  provided  these  customers by the
  Company.  Employee  agrees not to divulge  to any party or  otherwise  use trade
  secrets, pricing policies, costs, designs and any other proprietary or sensitive
  information accumulated during employment at Thermo-Mizer  Environmental Corp or
  its subsidiaries.
  
           17.       Headings
  
       Headings in this  Agreement are for the  convenience  of the parties hereto
  only and shall not be used to interpret or construe its provisions.
  
           18.      Counterparts
  
       This Agreement may be executed in two or more  counterparts,  each of which
  shall be deemed an original of which together shall  constitute one and the same
  agreement.
  
           19.      Binding Effect
  
       The  provisions  of this  Agreement  shall be binding upon and inure to the
  benefit of both parties and their respective successors and assigns.
  
       IN WITNESS WHEREOF,  Corporation has, by its appropriate  officers,  signed
  and sealed, and Employee has signed this Agreement.
  
                                  THERMO-MIZER ENVIRONMENTAL CORPORATION
  
                             BY: _______________________
  ATTEST:
  
                 SECRETARY
  
                 BY: ____________________
  EMPLOYEE:
  EXHIBIT 10.29  FORM OF 5%CONVERTIBLE DEBENTURE ISSUED BY THE COMPANY ON OCTOBER
  `              16, 1997 IN AGGREGARTE PRINCIPAL AMOUNT OF $300,000
  DEBENTURE
  
           THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
           UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND MAY
           NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S
           UNDER THE ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS
           DEFINED IN REGULATION S UNDER THE ACT) EXCEPT  PURSUANT TO REGISTRATION
           UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
           ACT AND APPLICABLE STATE SECURITIES LAWS.
  
           THE  CONVERTIBLE  DEBENTURES OF THERMO-MIZER  ENVIRONMENTAL  CORP. (THE
           "COMPANY:")  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN ISSUED PURSUANT
           TO  REGULATION  S,  PROMULGATED  UNDER  THE  ACT,  AND  HAVE  NOT  BEEN
           REGISTERED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THESE
           SHARES MAY NOT BE OFFERED OR SOLD WITHIN  ;THE  UNITED  STATES OR TO OR
           FOR THE  ACCOUNT  OF A "U.S.  PERSON"  (AS  THAT  TERM  IS  DEFINED  IN
           REGULATION  S)  DURING  THE  PERIOD  COMMENCING  ON THE  SALE OF  THESE
           SECURITIES AND ENDING ON THE FORTIETH  (40TH) DAY FOLLOWING  COMPLETION
           OF THE  REGULATION  S OFFERING OF THE  COMPANY  PURSUANT TO WHICH THESE
           SHARES  HAVE  BEEN  ISSUED,   WHICH  DAY  IS  NOVEMBER  25,  1997  (THE
           "RESTRICTED PERIOD").  THE CONVERTIBLE  DEBENTURES  REPRESENTED BY THIS
           CERTIFICATE  MAY FIRST BE CONVERTED INTO COMMON STOCK OF THE COMPANY ON
           NOVEMBER  26, 1997.  THE COMPANY WILL NOTIFY THE TRANSFER  AGENT OF THE
           DATE OF  COMPLETION  OF SUCH  OFFERING  AND OF THE  EXPIRATION  OF SUCH
           RESTRICTED PERIOD.
  
  No.  OCT-1                                                    US $
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                 5% CONVERTIBLE DEBENTURE DUE OCTOBER 16, 2000
  
           THIS  DEBENTURE  is one of a duly  authorized  issue of  Debentures  of
  Thermo-Mizer  Environmental  Corp.,  a corporation  duly  organized and existing
  under the laws of Delaware  (the  "Company")  designated  as its 5%  Convertible
  Debenture Due October 16, 2000, in an aggregate  principal  amount not exceeding
  Two Million Seven Hundred Fifty Thousand Dollars (U.S. $2,750,000).
  
       FOR VALUE RECEIVED, the Company promises to pay to___________________,. the
  registered  holder hereof and its  successors  and assigns (the  "Holder"),  the
  principal sum of Fifty Thousand
                                                           1
  Dollars  (US  $50,000)  on (three  years from the date  hereof)  (the  "Maturity
  Date"), and to pay interest on the principal sum outstanding,  at the rate of 5%
  per annum due and  payable  quarterly  in  arrears.  Accrual of  interest  shall
  commence  on the date  hereof and shall  continue  until  payment in full of the
  outstanding  principal  sum has been made or duly  provided for. The interest so
  payable will be paid to the person in whose name this  Debenture (or one or more
  predecessor  Debentures)  is registered on the records of the Company  regarding
  registration  and  transfers  of  the  Debentures  (the  "Debenture  Register");
  provided,  however,  that  the  Company's  obligation  to a  transferee  of this
  Debenture  arises only if such  transfer,  sale or other  disposition is made in
  accordance with the terms and conditions of the Offshore Securities Subscription
  Agreement  dated as of October 16, 1997  between the Company and the Holder (the
  "Subscription Agreement"). The principal of, and interest on, this Debenture are
  payable in such coin or currency of the United  States of America as at the time
  of payment is legal  tender for  payment  of public and  private  debts,  at the
  address last appearing on the Debenture Register of the Company as designated in
  writing  by the  Holder  hereof  from  time to time.  The  Company  will pay the
  outstanding  principal  of and all  accrued  and unpaid  interest  due upon this
  Debenture on the Maturity Date, less any amounts  required by law to be deducted
  or withheld, to the Holder of this Debenture as of the tenth (10th) day prior to
  the Maturity Date and addressed to such Holder at the last address  appearing on
  the Debenture Register.  The forwarding of such check shall constitute a payment
  of outstanding  principal and interest hereunder and shall satisfy and discharge
  the liability for principal and interest on this  Debenture to the extent of the
  sum represented by such check plus any amounts so deducted.
  
           This Debenture is subject to the following additional provisions:
  
           1. The  Debentures  are  issuable in  denominations  of Fifty  Thousand
  Dollars   (US$50,000)  and  integral  multiples  thereof.   The  Debentures  are
  exchangeable for an equal aggregate  principal amount of Debentures of different
  authorized denominations,  as requested by the Holders surrendering the same but
  not less than U.S. $25,000. No service charge will be made for such registration
  or transfer or exchange.
  
           2. The  Company  shall be entitled  to  withhold  from all  payments of
  principal  of, and  interest  on,  this  Debenture  any  amounts  required to be
  withheld  under the  applicable  provisions  of the United  States income tax or
  other applicable laws at the time of such payments.
  
           3. This Debenture has been issued subject to investment representations
  of the original purchaser hereof and may be transferred or exchanged in the U.S.
  only in compliance  with the  Securities Act of 1933, as amended (the "Act") and
  applicable  state securities laws. Prior to due presentment for transfer of this
  Debenture,  the  Company  and any agent of the  Company  may treat the person in
  whose name this Debenture is duly registered on the Company's Debenture Register
  as the owner hereof for the purpose of receiving  payment as herein provided and
  for all other  purposes,  whether or not this Debenture be overdue,  and neither
  the  Company  nor any such  agent  shall be  affected  or bound by notice to the
  contrary.  Any holder of this  Debenture,  electing  to n exercise  the right of
  conversion set forth in Section 4(a) hereof, in addition to the requirements set
  forth in  Section  4(a),  is also  required  to give  the  Company  (i)  written
  confirmation that it is not a U.S. Person and the
  
                                                           2
  Debenture  is not  being  converted  on  behalf  of a U.S.  Person  ("Notice  of
  Conversion") or (ii) an opinion of U.S. counsel to the effect that the Debenture
  and shares of common stock issuable upon conversion thereof have been registered
  under the 1933 Act or are exempt from such  registration.  In the event , either
  (i) Notice of  Conversion,  or (ii) an opinion of counsel is not  provided,  the
  Holder  hereof  will not be  entitled  to  exercise  the  right to  convert  the
  Debentures pursuant to Section 4(a) herein.
  
           4. (a) The Holder of this Debenture is entitled,  at its option, at any
  time commencing 41 days after issue hereof to convert any or all of the original
  principal amount of this Debenture into shares of common stock,  $0.01 par value
  per share, of the Company (the "Common  Stock"),  at a conversion price for each
  share of Common  Stock equal to Seventy  Percent  (70%) of the Market  Price (as
  defined below) of the Company's Common Stock. For purposes of this Section 4(a),
  the "Market  Price"  shall be the lower of (a) the average  closing bid price of
  the  Common  Stock for the five (5)  business  days  immediately  preceding  the
  conversion  date or (b) the average of the closing bid price of the Common Stock
  for the five (5) business days immediately preceding the date of Subscription by
  the  Holder as  reported  by the  National  Association  of  Securities  Dealers
  Automated  Quotation System ("NASDAQ").  Such conversion shall be effectuated by
  surrendering  the  Debentures  to be  converted  (with a copy,  by  facsimile or
  courier,  to the  Company) to the  Company  with the form of  conversion  notice
  attached  hereto  as  Exhibit  I,  executed  by the  Holder  of  this  Debenture
  evidencing  such  Holder's  intention to convert  this  Debenture or a specified
  portion (as above provided) hereof,  and accompanied by proper assignment hereof
  in blank.  Accrued  but  unpaid  interest  shall be subject  to  conversion.  No
  fractional  shares or scrip  representing  fractions of shares will be issued on
  conversion,  but the number of shares  issuable  shall be rounded to the nearest
  whole share,  with the fraction  paid in cash at the  discretion of the Company.
  The date on which notice of  conversion  is given shall be deemed to be the date
  on which the Holder has delivered this  Debenture,  with the  conversion  notice
  duly executed,  to the Company or, if earlier, the date set forth in such notice
  of  conversion  if the  Debenture  is received  by the  Company  within five (5)
  business days thereafter.
  
       Delivery of the shares of Common Stock shall be made to the Holder within 5
  business  days of receipt of Notice of  Conversion  provided that the Holder has
  submitted all necessary  documents duly executed and in proper form required for
  conversion.
  
                    (b)  Notwithstanding  the  provisions of paragraph 4(a) hereof
  including,  but not  limited  to the prior  delivery  of the  conversion  notice
  referred to therein,  the Company is entitled,  at its option, by written notice
  to the Holder to redeem part or all of the Debentures 45 days after issue hereof
  to the e x tent that  conversion  of any of the  Debentures  would result in the
  issuance by the Company of common shares in excess of 19.99% of the total issued
  common  shares to any single holder of Debentures or "group" of holders (as such
  term is used in Section 13 of the Securities  Exchange Act of 1934) by paying to
  the Holder  thereof an amount equal to the product of (i) the Market Price,  and
  (ii) the higher number of shares of Common Stock that would be issuable for such
  Debentures  pursuant to the  calculations  in paragraph 4(a). Such payment shall
  include accrued interest to such date, and shall be less any amounts required by
  law to be deducted or withheld. Such
  
                                                           3
  payment shall be made by delivering immediately available funds in United States
  Dollars by wire transfer to the Holder,  or if no wiring  instructions have been
  provided to the Company,  by cashier's or certified check to the last address of
  Holder  appearing on the Debenture  Register,  within 30 days of the date of the
  Company's notice to the holder of the Company's  intention to redeem all or part
  of the  Debentures.  The  wiring of such funds or the  forwarding  of such check
  shall  constitute  a payment  of  principal  and  interest  hereunder  and shall
  automatically  satisfy and discharge the liability for principal and interest on
  this  Debenture to the extent of the sum  represented by such wire or check plus
  any amount so deducted.
  
           5. No provision of this Debenture  shall alter or impair the obligation
  of the Company,  which is absolute and  unconditional,  to pay the principal of,
  and interest on, this  Debenture at the time,  place,  and rate, and in the coin
  currency, herein prescribed.
  
           6. The Company  hereby  expressly  waives  demand and  presentment  for
  payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
  notice of acceleration  or intent to accelerate,  bringing of suit and diligence
  in taking any  action to  collect  amounts  called  for  hereunder  and shall be
  directly and primarily  liable for the payment of all sums owing and to be owing
  hereon,  regardless of and without any notice,  diligence, act or omission as or
  with respect to the collection of any amount called for hereunder.
  
           7.  The  Company  agrees  to pay  all  costs  and  expenses,  including
  reasonable  attorneys'  fees,  which may be incurred by the Holder in collecting
  any amount due under this Debenture.
  
           8. If one or more of the following  described "Events of Default" shall
  occur:
  
       (a) The Company  shall  default in the payment of  principal or interest on
  this Debenture; or
  
       (b) Any of the representations or warranties made by the Company herein, in
  the Subscription  Agreement, or in any certificate or financial or other written
  statements  heretofore or hereafter  furnished by or on behalf of the Company in
  connection with the execution and delivery of this Debenture or the Subscription
  Agreement shall be false or misleading in any material respect at the time made;
  or
  
       (c) The Company shall fail to perform or observe,  in any material respect,
  any other covenant, term, provision,  condition,  agreement or obligation of the
  Company  under this  Debenture  and such failure  shall  continue  uncured for a
  period of seven (7) days after notice from the Holder of such failure; or
  
       (d) The  Company  shall (1)  become  insolvent;  (2) admit in  writing  its
  liability to pay its debts generally as they mature;  (3) make an assignment for
  the benefit of creditors or commence  proceedings  for its  dissolution;  or (4)
  apply for or 4
  consent to the appointment of a trustee,  liquidator or receiver for its or
  for a substantial part of its property or business, or
  
       (e) A trustee, liquidator or receiver shall be appointed for the Company or
  for a substantial part of its property or business without its consent and shall
  not be discharged within thirty (30) days after such appointment; or
  
       (f) Any governmental  agency or any court of competent  jurisdiction at the
  instance of any governmental agency shall assume custody or control of the whole
  or any substantial  portion of the properties or assets of the Company and shall
  not be dismissed within thirty (30) days thereafter; or
  
       (g) Any money judgment,  writ or warrant of attachment,  or similar process
  in excess of One Hundred Thousand  ($100,000)  Dollars in the aggregate shall be
  entered or filed  against the Company or any of its  properties  or other assets
  and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
  (15) days or in any  event  later  than  five (5) days  prior to the date of any
  proposed sale thereunder; or
  
       (h) Bankruptcy,  reorganization,  insolvency or liquidation  proceedings or
  other  proceedings for relief under any bankruptcy law or any law for the relief
  of debtors  shall be  instituted  by or against the Company  and, if  instituted
  against the Company,  shall not be dismissed  within thirty (30) days after such
  instruction of the Company shall by any action or answer approve of, consent to,
  or acquiesce in any such  proceedings or admit the material  allegations  of, or
  default in answering a petition filed in any such proceeding; or
  
       (i) The Company's Common Stock is no longer listed on Nasdaq Smallcap.
  
  Then, or at any time  thereafter,  and in each and every such case,  unless such
  Event of Default  shall have been waived in writing by the Holder  (which waiver
  shall not be deemed to be a waiver of any  subsequent  default) at the option of
  the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
  Debenture immediately due and payable,  without presentment,  demand, protest or
  notice of any kinds, all of which are hereby expressly  waived,  anything herein
  or in any note or other instruments  contained to the contrary  notwithstanding,
  and the Holder may immediately,  and without  expiration of any period of grace,
  enforce any and all of the Holder's  rights and remedies  provided herein or any
  other rights or remedies afforded by law.
  
           9. This  Debenture  represents a general  unsecured  obligation  of the
  Company.  No recourse  shall be had for the payment of the  principal of, or the
  interest  on, this  Debenture,  or for any claim based  hereon,  or otherwise in
  respect hereof, against any incorporator,  shareholder,  officer or director, as
  such,  past,  present or future,  of the Company or any  successor  corporation,
  whether by
  
                                                           5
  virtue of any constitution, statute or rule of law, or by the enforcement of any
  assessment or penalty or otherwise,  all such liability being, by the acceptance
  hereof and as part of the consideration  for the issue hereof,  expressly waived
  and released.
  
           10. The Holder of this  Debenture,  by acceptance  hereof,  agrees that
  this  Debenture is being  acquired for  investment and that such Holder will not
  offer, sell or otherwise dispose of this Debenture or the Shares of Common Stock
  issuable upon exercise thereof except under  circumstances which will not result
  in a violation of the Act or any  applicable  state Blue Sky law or similar laws
  relating to the sale of securities.
  
           11. As set forth herein,  the Company shall use all reasonable  efforts
  to issue and  deliver,  within  five (5)  business  days  after the  Holder  has
  fulfilled all conditions and submitted all necessary documents duly executed and
  in proper form required for conversion  (the  "Deadline"),  to the Escrow Agent,
  such number of common shares  issued free of a  restrictive  legend as Holder is
  entitled subject to such conversion  notice  submitted  pursuant to calculations
  derived from the formula outlined in Paragraph 4(a) of the Form of Debenture.
  
                    The Company  understands  that a delay in the  issuance of the
  Shares of Common Stock beyond the Deadline  could result in economic loss to the
  Holder.  As  compensation to the Holder for such loss, the Company agrees to pay
  as liquidated  damages to the Holder for late issuance of Shares upon conversion
  in  accordance  with the  following  schedule  (where "No Business Days Late" is
  defined as the number of business  days beyond five (5) business  days) from the
  date of receipt by the Company or Escrow Agent of a Notice of  Conversion of all
  necessary   documentation   duly  executed  and  in  proper  form  required  for
  conversion,  including the original Debenture to be converted, all in accordance
  with the debenture and Subscription Agreement.
  
  No. Business Days Late:                          Liquidated Damages per $100,000
  --------------------------------------------------------------------------------
  
  1                                                    $500.00
  
  2                                                    $1,000.00
  
  3                                                    $1,500.00
  
  4                                                    $2,000.00
  
                                                           6
  No. Business Days Late:                          Liquidated Damages per $100,000
  --------------------------------------------------------------------------------
  
  5                                                    $2,500.00
  
  6                                                    $3,000.00
  
  7                                                    $3,500.00
  
  8                                                    $4,000.00
  
  9                                                    $4,500.00
  
  10                                                   $5,000.00
  
  11                                                   $5,000.00 plus $1,000 each
                                                        Business Day Late
                                                        Beyond 10 Days
  
                    The  Company  shall  pay the  Holder  any  liquidated  damages
  incurred  under this  Section by check upon the earlier to occur of (i) issuance
  of the Shares to the Holder or (ii) each monthly  anniversary  of the receipt by
  the Company of such Holder's Notice of Conversion.
  
                    Notwithstanding the foregoing,  nothing herein shall limit the
  Holder's right to pursue actual  damages for the Company's  failure to issue and
  deliver shares of Common Stock to the Holder in accordance with the terms of the
  Debenture.
  
           12.  In case  any  provision  of this  Debenture  is held by a court of
  competent  jurisdiction  to be  excessive  in  scope  or  otherwise  invalid  or
  unenforceable, such provision shall be adjusted rather than voided, if possible,
  so that it is enforceable to the maximum extent  possible,  and the validity and
  enforceability of the remaining provisions of this Debenture will not in any way
  be affected or impaired thereby.
  
           13. This  Debenture and the  agreements  referred to in this  Debenture
  constitute the full and entire  understanding  and agreement between the Company
  and the Holder with respect to the subject  hereof.  Neither this  Debenture nor
  any term hereof may be amended, waived, discharged or terminated other than by a
  written instrument signed by the Company and the Holder.
  
           14. This  Debenture  shall be governed by and  construed in  accordance
  with the laws of New Jersey.
  
                                                           7
  IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
  executed by an officer thereunto duly authorized.
  
  Dated:
  
                                         THERMO-MIZER ENVIRONMENTAL CORP.
  
                                         By:
  
                                       Title:
  
                                                           8
  EXHIBIT I
  
                                                 NOTICE OF CONVERSION
  
       (To be Executed by the Registered Holder in order to Convert the Debenture)
  
       The undersigned hereby irrevocably elects to convert  $_____________ of the
  above   Debenture   No.  ___  into  Shares  of  Common  Stock  of   Thermo-Mizer
  Environmental  Corp.  (the  "Company")  according to the conditions set forth in
  such Debenture, as of the date written below.
  
       The  undersigned  represents  that it is not a U.S.  Person as  defined  in
  Regulation S promulgated  under the Securities  Act of 1933, as amended,  and is
  not   converting   the   Debenture  on  behalf  of  any  U.S.   Person  and  the
  representations contained int he Subscription Agreement are true.
  
  Date of Conversion 1
  
  Applicable Conversion Price
  
  Signature
                                       [Name]
  
  Address:
  
  thermomi\regs\debentur41.14
  
  --------
  1 This  original  Debenture  and Notice of  Conversion  must be  received by the
  Company by the fifth business date following the Date of Conversion.
  
                                                           9
  EXHIBIT 10.30 CONVERTIBLE NOTE PURCHASE AGREEMENT BETWEEN THE COMPANY AND
                NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997, WITH FORM OF
                CONVERTIBLE PROMISSORY NOTE EXECUTEDD BY THE COMPANY IN FAVOR OF
                NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997
  CONVERTIBLE NOTE PURCHASE AGREEMENT
  
           Section  1.  Purchase  and Sale of Note.  On the date  hereof,  Norwood
  Venture Corp. ("NVC") agrees to purchase from Thermo-Mizer  Environmental Corp.,
  a Delaware  corporation (the "Company"),  and the Company agrees to sell to NVC,
  for $500,000,  the Company's  12%  Convertible  Note due November 1, 2002 in the
  principal amount of $500,000 (the "Note").  The Note is to be secured by (a) the
  pledge of certain  Collateral  described in a General  Security  Agreement  (the
  "Company  Security  Agreement")  executed by the Company in favor of NVC and (b)
  the Guaranty (the "Guaranty") of Laminaire Corporation, a New Jersey corporation
  all of the  outstanding  capital  stock of which  is owned by the  Company.  The
  Guaranty  is to be secured by the pledge of certain  Collateral  described  in a
  General  Security  Agreement (the "Laminaire  Security  Agreement";  the Company
  Security  Agreement  and the  Laminaire  Security  Agreement  being  hereinafter
  referred to collectively as the "Security  Agreements") executed by Laminaire in
  favor of NVC. The form of the Note is attached hereto as Exhibit A. The purchase
  and  sale  of  the  Note  is  subject  to  the  agreements,  and  based  on  the
  representations and warranties, set forth in this Agreement.
  
       Section 2. Representations. The Company represents and warrants as follows:
  
           (a) Each of the Company and Laminaire is a corporation  duly organized,
  validly  existing  in  good  standing  under  the  laws  of  the  state  of  its
  incorporation  and has all requisite  corporate  power and authority to carry on
  its business as now conducted,  to execute,  deliver and perform its obligations
  under the Closing  Documents  (defined  below)  executed by and to carry out the
  transactions contemplated by the Closing Documents (the "Transactions"). In this
  Agreement, "Closing Documents" means this Agreement, the Note, the Guaranty, the
  General Security  Agreements and the UCC-1 financing  statements (the "Financing
  Statements") being executed by the Company and/or Laminaire in favor of NVC.
  
           (b)  The  execution,  delivery  and  performance  by  the  Company  and
  Laminaire  of the  Closing  Documents  executed  by the  Company  and  Laminaire
  respectively  have been duly  authorized  by the Company and  Laminaire,  do not
  necessitate  the obtaining of any consent,  the making of any filing (except the
  filing of the Financing  Statements and the filing  contemplated by Section 8 of
  this  Agreement) or the  satisfaction  of any similar  requirement  and will not
  contravene  the  certificate  of  incorporation  or  by-laws  of the  Company or
  Laminaire  (true  copies of which have been  furnished  to NVC),  or any permit,
  agreement,  instrument,  law,  regulation or court  determination  affecting the
  Company or Laminaire or create any  encumbrance  on the Company's or Laminaire's
  assets which does not secure the  obligations  of the Company on the Note or the
  obligations of Laminaire under the Guaranty.
  
           (c) The Closing Documents are the Company's and Laminaire's  respective
  legal, valid and binding obligations enforceable in accordance with their terms.
  
           (d)  There  are  no  pending  or  threatened  investigations  or  legal
  proceedings which question
  the  Transactions  or which  would,  if  adversely  determined,  have a material
  adverse  effect on the  Company  or any entity  which the  Company  directly  or
  indirectly controls (any entity now or hereafter so controlled being hereinafter
  referred to as a "Subsidiary").
  
           (e) The Company has duly reserved for issuance to NVC the shares of its
  $.001 par value Common Stock ("Common Stock") into which the Note is convertible
  and any such shares issued on such conversion  will, on issuance,  be fully paid
  and non-assessable.
  
           (f) On the date hereof and after the purchase of the Note, no event has
  or will have  occurred  which with the giving of notice or lapse of time or both
  would constitute one or more of the events specified in Section 5 (a "Default").
  
           (g) On or before the date  hereof,  pursuant to the terms of  documents
  (the "Laminaire and Financing  Documents")  submitted to NVC herewith and listed
  on Exhibit B, (i) the Company has acquired all the outstanding  capital stock of
  Laminaire and (ii) received not less than  $2,000,000  from the issuance  during
  the  months  of  August,  1997,  September,  1997  and  October,  1997 of  notes
  convertible to shares of its Common Stock (the "Other Notes").
  
           (h) Except for the  Transactions  and as set forth in the Laminaire and
  Financing Documents,  (i) no event has occurred and no circumstance exists which
  the  Company  is  required  on the date  hereof,  or which the  Company  will be
  required hereafter with the lapse of time, to disclose in filings required to be
  made with the Securities and Exchange Commission (the "SEC"),  other than events
  or circumstances  which the Company has already  disclosed in such filings (true
  copies  of which  have  been  given  by the  Company  to NVC) and the  financial
  information  which will be filed with the SEC  promptly  after the  execution of
  this  Agreement  in  substantially  the form  submitted to NVC herewith and (ii)
  since  March 31,  1997,  (A)  nothing  has  occurred  or  failed to occur  which
  occurrence or failure has, or can  reasonably be anticipated to have, a material
  adverse  effect upon the  condition,  assets or  prospects of the Company or its
  Subsidiaries  (together,  the Company's "Financial Condition") except for losses
  in the  ordinary  course  of  business  and  (B)  neither  the  Company  nor any
  Subsidiary has incurred any indebtedness for borrowed money other than the Other
  Notes or the  indebtedness to Garay LLC described in the Laminaire and Financing
  Documents or $200,000 borrowed from Frank Pinella.
  
           Section 3. Affirmative Covenants. The Company will:
  
           (a)  Comply  with  all  laws,  regulations,  court  determinations  and
  permits, and comply with the terms of all agreements, the failure to comply with
  which  could  have a material  adverse  effect on the  Company or its  Financial
  Condition.
  
           (b) Maintain a system of accounting  and keep such books and records as
  shall be necessary to provide (a) the financial statements which the Company is,
  on the date hereof,  required to provide pursuant to Federal securities laws and
  (b) the financial statements required
  
                                                       - 2 -
  by this Agreement.  The Company shall provide NVC with such financial statements
  whether or not the Company  continues to be required to furnish such  statements
  pursuant to Federal securities laws.
  
           (c) Use the  proceeds  from the sale of the Note to NVC for the partial
  payment of the purchase price of all the outstanding capital stock of Laminaire,
  the repayment of outstanding  indebtedness of Laminaire to CoreStates  Bank, the
  working capital of the Company and Laminaire and to pay, on the date hereof, (a)
  the  reasonable  fees of  NVC's  counsel  (in the  amount  of  $10,000)  for the
  negotiation  and  preparation  of the Closing  Documents and (b) the $50,000 fee
  which is  payable by the  Company to  Monetary  Advancement  International  Inc.
  ("MAI") for arranging the purchase and sale of the Note. The Company  authorizes
  NVC, and NVC agrees,  to withhold  $60,000 of the purchase price and to pay such
  fees directly to NVC's counsel and MAI from the amount so withheld.
  
           (d) Maintain such  insurance as is required by law, as is customary for
  companies  engaged in similar  businesses or as may be  reasonably  requested by
  NVC.
  
           (e) Provide (i) prompt written notice of any Default and (ii) promptly,
  such other information concerning its business as NVC shall reasonably request.
  
           (f)  Permit NVC or its  representatives  to (i) visit and  inspect  any
  properties  in which the Company  might have an interest,  (ii) inspect and make
  extracts  from the  Company's  books and records,  including  but not limited to
  management letters prepared by the Company's  independent  accountants and (iii)
  discuss with the Company's  principal  officers and its independent  accountants
  the Company's Financial Condition.
  
           (g) Prior to the date on which the Note is paid in full, engage only in
  the areas of business in which the Company and Laminaire are now engaged.
  
           (h) Cause each of its Subsidiaries to comply with Sections 3 and 4 (not
  including  clauses (i), (j) and (k) of this Section 3) as if it were the Company
  referred to therein.
  
           (i) Continue to reserve and keep  available  for issuance on conversion
  of the Note the number of shares of Common Stock and other securities into which
  such Note is convertible.
  
           (j) Maintain the Company's listing on the NASDAQ Small Cap Market.
  
           (k)  Furnish  to the  Company  before  the end of each week a  detailed
  report (in the form previously  furnished to NVC) of its receivables and the age
  thereof as of the end of the preceding  week and maintain (a) total  receivables
  in an amount at least equal to 175% of the outstanding  principal  amount of the
  Note and (b)  receivables  which have been  outstanding  less than 90 days in an
  amount  equal to 100% of the  outstanding  principal  amount  of the  Note.  The
  Company shall, to the extent necessary to comply with this clause (k),  promptly
  prepay the Note.
  
                                                       - 3 -
  Section 4. Negative Covenants. The Company will not:
  
           (a) Lend money or extend  credit,  or make or permit to be  outstanding
  loans or advances by it, to any individual or entity ("Person").
  
           (b)  Declare,  pay or make any  dividend or other  distribution  on any
  shares of its capital stock or redeem, retire, purchase or acquire,  directly or
  indirectly,  any shares of its capital  stock now or  hereafter  outstanding  or
  return any capital to its stockholders.
  
           (c) Merge or consolidate with any other business  entity,  liquidate or
  wind up its business,  or sell, lease,  transfer or otherwise dispose of, all or
  substantially all of its assets.
  
           (d)  Suffer  or  permit  any  diversion  for  personal  benefit  by its
  officers, directors or shareholders of opportunities in the areas of business in
  which the Company is at the time engaged.
  
           Section 5. Defaults.  Any of the following  events shall cause the Note
  and accrued and unpaid  interest  thereon to become  immediately due and payable
  (in which case the Company shall pay all expenses,  including  attorneys'  fees,
  incurred by NVC in the collection thereof):
  
           (a) The Company shall fail to make,  when due, any payment of principal
  and/or interest in accordance with the terms of the Note or Laminaire shall fail
  to make, when due, any payment required by the Guaranty.
  
           (b) Any  representation or warranty made by the Company or Laminaire in
  any Closing Document or in any document  delivered  pursuant thereto shall prove
  to have been incorrect or misleading in any material respect when made.
  
           (c) The Company shall cease to maintain its corporate  existence,  fail
  to perform any  covenant in Section 4 or fail for a period of 30 days to perform
  any covenant in Section 3 or the Company or Laminaire  shall fail to perform any
  other  covenant (not  including the covenant by the Company to pay principal and
  interest on the Note or the  covenant of Laminaire  to make  payments  under the
  Guaranty) contained in any Closing Document.
  
           (d) The Company or  Laminaire  shall fail to pay when due and  payable,
  the principal of or interest on any  indebtedness  for borrowed money other than
  the indebtedness represented by the Note.
  
           (e) The Company or Laminaire  shall default in the payment when due, or
  in the  performance or observance,  of any other  obligation or condition of any
  Closing Document or any other material contract.
  
                                                       - 4 -
  (f) The Company or  Laminaire  shall  commence a  voluntary  case under
  Federal  bankruptcy laws, file a petition seeking to take advantage of any other
  laws  relating  to  bankruptcy,  insolvency,   reorganization,   winding  up  or
  composition or adjustment of debts,  fail to contest in a timely and appropriate
  manner,  or fail to have discharged  within 60 days, any proceedings  against it
  under such laws,  admit in writing its  inability  to pay, or  generally  not be
  paying,  its debts as they  become  due,  or make a general  assignment  for the
  benefit of creditors.
  
           (g) Any  Closing  Document  shall be held,  or shall be  claimed by any
  person or entity which is a party thereto (other than NVC), to be invalid or not
  to have full force and effect.
  
           Section 6.  Termination.  The provisions of Sections 4(a), (b), (c) and
  (k) shall terminate on such date as the Note ceases to be outstanding whether as
  a result of the payment  thereof in full or the conversion  thereof in full. The
  other  provisions of Section 4 and the  provisions of Section 3 shall  terminate
  thereafter  at such  time as NVC  shall  cease to own any  capital  stock of the
  Company acquired by it on conversion of the Note.
  
           Section 7.  Representation  of NVC. NVC  represents and warrants to the
  Company that it is acquiring the Note for its own account for investment and not
  with a view to the  resale or  distribution  thereof or of the  securities  into
  which  the  Note  is  convertible,   absent  appropriate  registration  of  such
  securities under applicable securities laws.
  
           Section 8  Registration.
  
           Section 8.1 Best Efforts; Liquidated Damages. The Company shall use its
  best efforts to (a) effect,  at the earliest  possible date,  the  registration,
  under the Securities Act of 1933 (the "Securities  Act"), of all securities into
  which the Note is  convertible,  (b) keep such  registration  effective for such
  period or  periods of time (not to exceed two years) as to permit NVC to dispose
  of all of such securities in the public market therefor, (c) furnish to NVC such
  numbers of copies of such  current  prospectus  and other  documents  as NVC may
  reasonably  require in order to facilitate the  disposition of such  securities,
  (d) register and qualify such  securities  under such other  securities or "Blue
  Sky" laws of such  jurisdictions  as shall be  reasonably  requested by NVC, (e)
  notify NVC  immediately  of the  happening of any event as a result of which any
  such prospectus  includes an untrue statement of material fact or omits to state
  a  material  fact  required  to be  stated  therein  or  necessary  to make  the
  statements  therein not misleading in light of the circumstances  then existing,
  (f) update and or correct any such  prospectus  as  necessary  and (g) list such
  securities  with any  national  market  or  securities  exchange  on which  such
  securities are then listed. Such registration shall be effected by the filing of
  one  or  more  registration  statements  on  Form  S-3  (or,  if  such  form  is
  unavailable,  on such other form as is necessary to obtain similar  registration
  and permit free  disposition of such  securities by NVC to the public).  If such
  registration  is not effective by the 90th day following the date hereof,  or if
  following such 90th day the effectiveness of such registration is suspended or a
  current prospectus meeting the
  
                                                       - 5 -
  requirements  of Section 10 of the  Securities Act is not available for delivery
  by NVC, the Company shall pay NVC as liquidated  damages  promptly at the end of
  each thirty day period  thereafter an amount equal to $10,000  multiplied by the
  percentage of the days during such thirty day period that such  registration was
  not in effect or the effectiveness  thereof was suspended or such prospectus was
  unavailable.
  
           Section 8.2 Expenses.  The costs and expenses (other than  underwriting
  discounts or  commissions) of all  registrations  and  qualifications  under the
  Securities  Act, and of all other actions,  that the Company is required to take
  or effect  pursuant to this Agreement  shall be paid by the Company  (including,
  without limitation,  all registration and filing fees, printing expenses,  costs
  of  special  audits  incident  to  or  required  by  any  such  registration  or
  qualification,  and fees and  disbursements  of counsel  for the Company and the
  reasonable fees and  disbursements  of one counsel for NVC and any other holders
  of shares being registered pursuant to the same registration statement).
  
     Section 8.3 Indemnification.  (a) In the event of a registration of
  securities required by this Agreement, the Company shall:
  
                    (1) indemnify  and hold harmless NVC and each Person,  if any,
           who controls NVC within the meaning of the Securities Act,  against any
           losses,  claims,  damages,  expenses  (including  attorneys'  fees), or
           liabilities (or actions in respect thereof) under the Securities Act or
           otherwise,  that arise out of or are based upon any untrue statement or
           alleged  untrue  statement of any material  fact  contained in any such
           registration statement, any preliminary prospectus or final prospectus,
           or any  amendment or supplement  thereto,  or arise out of or are based
           upon the omission or alleged  omission to state therein a material fact
           required  to be stated  therein  or  necessary  to make the  statements
           therein not  misleading,  or any other  violation of law by the Company
           with respect thereto, and
  
                    (2)  reimburse  NVC and each such  controlling  Person for any
           legal or other expenses  reasonably incurred by NVC or such controlling
           Person in  connection  with  defending  against  any such loss,  claim,
           damage, expense, liability or action (together,"Losses");
  
  provided,  however, that the Company shall not be liable to NVC or to any Person
  who  controls NVC within the meaning to the  Securities  Act in any such case to
  the extent that any such Loss arises out of or is based upon an untrue statement
  or alleged  untrue  statement or omission or alleged  omission  made in any such
  registration  statement,  preliminary  prospectus  or final  prospectus,  or any
  amendment or supplement thereto, in reliance upon and in conformity with written
  information furnished by NVC or such controlling Person expressly for use in the
  preparation thereof.
  
       (b)  In  the  event  of a  registration  of  securities  pursuant  to  this
  Agreement, NVC shall
                                                       - 6 -
  (1)  indemnify  and hold  harmless  the  Company,  each of its
           directors,  each of its officers who have signed any such  registration
           statement,  and any Person who controls the Company  within the meaning
           of the Securities  Act,  against any Losses to which the Company or any
           such director,  officer or controlling Person may become subject, under
           the Securities Act or otherwise, insofar as such Losses arise out of or
           are based upon any untrue or alleged  untrue  statement of any material
           fact  contained  in  any  such  registration   statement,   preliminary
           prospectus or final prospectus, or any amendment or supplement thereto,
           or arise out of or are based upon the omission or the alleged  omission
           to state  therein a  material  fact  required  to be stated  therein or
           necessary to make the statements  therein not misleading,  or any other
           violation  of law by NVC  with  respect  thereto,  in each  case to the
           extent,  but only to the extent,  that such untrue statement or alleged
           untrue  statement  or  omission  or alleged  omission  was made in such
           registration statement,  preliminary prospectus or final prospectus, or
           amendment  or  supplement,  in  reliance  upon and in  conformity  with
           written  information  furnished  by  NVC  for  use in  such  disclosure
           documents, and
  
                    (2)  reimburse  the Company or any such  director,  officer or
           controlling Person for any legal or other expenses  reasonably incurred
           by it or him in connection with defending against any such Loss.
  
           (c) Promptly after receipt by an  indemnified  party under this Section
  8.3 of  notice  of the  commencement  of any  action  which  may  involve a Loss
  indemnified  hereunder,  such  indemnified  party  shall,  if a claim in respect
  thereof is to be made  against an  indemnifying  party under this  Section  8.3,
  notify the indemnifying party of the commencement  thereof,  but the omission so
  to notify the indemnifying party shall not relieve it from any liability that it
  may have to any  indemnified  party  except,  and then only,  to the extent such
  indemnifying party is prejudiced by such omission.
  
           (d) In case any Action is brought against any indemnified party, and it
  notifies an indemnifying  party of the  commencement  thereof,  the indemnifying
  party shall be entitled to  participate  in and, to the extent that it may wish,
  jointly with any other indemnifying party similarly notified, assume the defense
  thereof, with counsel reasonably  satisfactory to such indemnified party. In the
  event  the  indemnifying  party  gives  notice to the  indemnified  party of its
  election so to assume the defense thereof,  the indemnifying  party shall not be
  liable to such  indemnified  party under this Section 8.3 for any legal or other
  expenses  subsequently incurred by such indemnified party in connection with the
  defense thereof subsequent to the date of such notice.
  
           Section  8.4.  Assignability.  NVC's  rights  to cause the  Company  to
  register  securities  pursuant  to this  Agreement  may be  assigned by NVC to a
  transferee or assignee.  Within a reasonable time after such transfer, NVC shall
  notify the Company of the name and address of any such  transferee  or assignee,
  and the  securities  with  respect to which such  registration  rights are being
  assigned.
  
                                                       - 7 -
  Section  8.5 Other  Registrations.  Except as set forth on  Exhibit  C,
  until the  registration  required by this  Agreement  has been  effective  for a
  period of 120 days, the Company will not register any other securities for sale,
  grant to any Person the right to have the Company effect such a registration  of
  securities or sell any Common Stock or any securities similar thereto at a price
  which is less than the price at which the  obligations  represented  by the Note
  are  convertible  to shares of Common  Stock.  The Company  shall not permit the
  holders of any  securities of the Company to include any of their  securities in
  any  registration  statement  filed by the Company  pursuant  to this  Agreement
  unless such inclusion will not reduce the amount of the securities registered or
  sold by NVC thereunder.
  
           Section 9.  Notices.  All notices and other  communications  under this
  Agreement shall (a) be in writing,  (b) be sent by registered or certified mail,
  postage  prepaid,  return  receipt  requested,  delivered  by  hand  or  sent by
  facsimile machine  transmission  (with facsimile  machine  verification and hard
  copy  received by one of the other methods  permitted  under this Section 9) and
  (c) be given at the following respective addresses:
  
                    (i)      if to the Company, to it at:
  
                             528 Oritan Avenue
                             Ridgefield, New Jersey 07657
                             Facsimile No.: (201) 941-5821
  
                             with a copy to:
  
                             Steven W. Schuster, Esq.
                             McLaughlin & Stern, LLP
                             260 Madison Avenue
                             New York, New York 10016
                             Facsimile No.: (212) 448-0066
  
               (ii) if to NVC, to it at:
  
                             Suite 1607
                             1430 Broadway
                             New York, New York 10018
                             Facsimile No.: (212) 869-5331
  
  with a copy to: DeForest & Duer, 90 Broad Street, New York, New York 10004,
  Attn.: Arthur A. Lane, Facsimile No.: (212) 425-7593.
  
                    The  address  of any party may be  changed  by such party by a
  notice to the other party  specifically  captioned  "Notice of Change of Address
  Pursuant to Section 9". All notices
  
                                                       - 8 -
  and other  communications  shall be effective (i) if given by mail, on the third
  business day after such  communication  is  deposited in the mail,  addressed as
  above provided,  (ii) if given by hand delivery, when left at the address of the
  addressee  as  above  provided,   and  (iii)  if  given  by  facsimile   machine
  transmission,  upon  facsimile  machine  verification  of  receipt,  except that
  notices of a change of address shall not be effective until  received.  No other
  method of giving notice is hereby precluded.
  
       Section 10. Waiver of Jury Trial.  The Company  waives trial by jury in any
  judicial proceeding arising out of or involving the Transactions.
  
       Section  11.  Governing  Law.  This  Agreement  shall be  governed  by, and
  construed in accordance with, the laws of the State of New York.
  
           IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
  executed by their duly authorized officers as of the date specified below.
  
  Dated: October 16, 1997
                                         THERMO-MIZER ENVIRONMENTAL CORP.
  
                                         By:
  
                                                       NORWOOD VENTURE CORP.
  
                                         By:
  
                                                       - 9 -
  EXHIBIT A
  
                                                     FORM OF NOTE
  
           THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
           REGISTERED OR QUALIFIED  UNDER THE SECURITIES LAWS OF ANY STATE AND MAY
           NOT BE  TRANSFERRED IN VIOLATION OF SUCH ACT OR SUCH LAWS, OR THE RULES
           AND REGULATIONS THEREUNDER.
  
                                           THERMO-MIZER ENVIRONMENTAL CORP.
  
                                                 12% Convertible Note
  
  $500,000                                    New York, New York
                                                                October 16, l997
  
                    FOR   VALUE   RECEIVED,    the    undersigned,    THERMO-MIZER
  ENVIRONMENTAL CORP., a Delaware corporation (the "Company"),  hereby promises to
  pay to the  order  of  NORWOOD  VENTURE  CORP.  at its  office  located  at 1430
  Broadway,  New York, New York 10018,  the principal sum of FIVE HUNDRED THOUSAND
  AND NO/100 DOLLARS ($500,000) in lawful money of the United States of America on
  or before  November 1, 2002 and to pay interest on the unpaid  principal  amount
  hereof from the date hereof until such principal  amount is paid in full, at the
  rate of 12% per annum,  which rate shall be calculated on the basis of a 360-day
  year and actual days elapsed.  Overdue principal and (to the extent permitted by
  law) overdue  interest  shall bear interest at the rate of 14 percent per annum,
  calculated in the same manner,  payable on demand.  Nothing  herein shall at any
  time require the Company to pay interest at a rate in excess of the maximum rate
  permitted by applicable law.
  
                    Interest  shall be  payable on the last  business  day of each
  calendar quarter, commencing December 31, 1997 until the entire principal amount
  hereof is paid in full and on each other date on which a payment of principal is
  made. The Company shall pay  $41,666.66 of the principal  amount of this Note on
  the last business day of each March,  June,  September and December,  commencing
  December, 1999, until this Note is paid in full.
  
                    This  Note  is  the  Note  (the  "Note")  referred  to in  the
  Convertible  Note  Purchase  Agreement  dated  October 16,  l997 (the  "Purchase
  Agreement")  among the Company and Norwood Venture Corp. The Purchase  Agreement
  provides,  among other things, for the acceleration of the maturity of this Note
  upon the happening of certain events as set forth in the Purchase Agreement. The
  Note is secured by Collateral pursuant to a General Security
  
                                                       - 1 -
  Agreement  executed by the Company and a Guaranty (the  "Guaranty")  executed by
  Laminaire  Corporation,  a New Jersey  corporation.  The  Guaranty is secured by
  Collateral pursuant to a General Security Agreement executed by Laminaire.
  
                    The holder of this Note  shall have the right at any time,  to
  convert any part or all of the obligations  represented by this Note into shares
  of the $.001 par value Common Stock ("Common Stock") of the Company.  The number
  of shares of Common Stock issued on conversion  shall equal the result  obtained
  by dividing the dollar amount of such obligations  being converted by 70% of the
  average of the  closing  price of the  Common  Stock for the five  trading  days
  preceding  either (a) the date of conversion  or (b) the date hereof,  whichever
  average closing price is less.
  
           The Company  shall have the right at any time or from time to time,  on
  15 days' prior written notice, to prepay this Note in whole or in part,  without
  premium or penalty.  In the event of any such prepayment or any other payment of
  part or all of the  principal  amount of this Note prior to its final  scheduled
  maturity the Company shall  simultaneously  issue or cause to be  transferred to
  the holder of this Note either (a) the number of freely  tradeable  shares equal
  to the excess  (such  excess  being  hereinafter  referred  to as the "Number of
  Shares")  of (i) the  number of shares of Common  stock  which  would  have been
  issuable if an amount of obligations represented by the Note equal to the amount
  prepaid had been converted on such date over (ii) the number of shares of Common
  Stock  which  could be  purchased  with such  amount if such amount were used to
  purchase Common Stock at the reported closing price (the"Last  Price") of Common
  Stock on the day  preceding  the date on which such payment of the Note was made
  or (b) the product of the Number of Shares  multiplied  by the Last  Price.  Any
  reduction of the obligations of the Company  hereunder by any payment on account
  thereof or any  conversion of this Note shall first reduce the interest  accrued
  and unpaid hereon, with any balance reducing the unpaid principal.
  
                    The  holder  of  this  Note  shall   exercise  such  right  of
  conversion by written  notification signed by the holder that such holder elects
  to convert all or part of the obligations  represented by this Note, designating
  the amount of the  obligations  represented  hereby which are to be so converted
  and the names and addresses of the  individuals or entities  ("Persons") to whom
  the  shares  are to be  issued.  The  Company  shall,  as  soon  as  practicable
  thereafter,   issue  and  deliver  to  such   holder's   designee  or  designees
  certificates  evidencing  the  shares of Common  Stock to which  such  holder is
  entitled.  Conversion  shall be  deemed to have been made as of the date of such
  notification  and the Person or Persons  entitled  to receive  the Common  Stock
  issuable upon such  conversion  shall be treated for all purposes as the holders
  thereof on such date.
  
                    The number and type of  securities  issuable on  conversion of
  this Note shall be  appropriately  changed  and  adjusted  so that in all events
  (whether the Company subdivides,  reclassifies or combines or declares or pays a
  dividend  (other  than a cash  dividend)  on  its  Common  Stock  or  merges  or
  consolidates with any other corporation, reorganizes or transfers all
  
                                                       - 2 -
  or substantially  all of the assets of the Company or liquidates or dissolves or
  is subject to any other change which might otherwise  affect the securities into
  which this Note is  convertible)  the holder  shall  continue  to be entitled to
  receive upon  conversion of any portion of the  obligations  represented by this
  Note  shares  of  the  Company's   capital  stock  and  other   securities   and
  consideration  equal in economic value to, and at an equivalent  discount to the
  market  value of,  the  shares it would  have been  entitled  to receive on such
  conversion if such event had not  occurred,  except that the holder of this Note
  shall,  in addition,  be entitled to receive any additional  benefit to which it
  would have been  entitled as a holder of shares of Common Stock if this Note had
  been converted into Common Stock immediately prior to such event.
  
                    The Company shall give written  notice to the record holder of
  this Note at such holder's address  appearing on the Company's records of any of
  the events which would cause a change or  adjustment  pursuant to the  preceding
  paragraph and of any proposed  payment of any dividend or other  distribution to
  the holders of Common  Stock,  which  notice shall be given at least twenty days
  prior to the  earlier  of (a) the date on which  such  event is to occur or such
  payment to be made and (b) the record date, if any, with respect  thereto.  Such
  notice shall  specify any such record  date,  the date on which such event is to
  take place and such  facts as shall be  reasonably  necessary  to  indicate  the
  effect of such event on the number,  kind or class of shares or other securities
  or consideration that shall be deliverable or purchasable upon the occurrence of
  such event or upon conversion of this Note. As to any change or adjustment to be
  made pursuant to the preceding  paragraph,  the  determination  of the Company's
  independent  certified public accountants shall be determinative absent manifest
  error.
  
                    Presentment, demand, protest and notice of dishonor are hereby
  waived by the Company.
  
                    This Note shall be construed in  accordance  with and governed
  by the laws of the State of New York.
  
                                              THERMO-MIZER ENVIRONMENTAL CORP.
  
                                         By:
                                        Name:
                                                  Title: President
  
                                                       - 3 -
  EXHIBIT B
  
       LIST OF (A) EVENTS  WHICH WILL BE  REQUIRED  TO BE  DISCLOSED  PURSUANT  TO
  SECURITIES  LAWS,  (B) MATERIAL  ADVERSE  EVENTS,  (C)  LAMINAIRE  AND FINANCING
  DOCUMENTS AND (D) BORROWINGS.
  EXHIBIT C
  
                                              EXCEPTIONS TO SECTION 8.5.
  
                                                         None
  To:      Monetary Advancement International Inc.
           Time Value Resources LLC.
  
           In  consideration  of the  introduction  by Time  Value  Resources  LLC
  ("TVR") and Monetary  Advancement  International Inc. ("MAI") of Norwood Venture
  Corp. ("NVC") to Thermo-Mizer Environmental Corp.  ("Thermo-Mizer"),  NVC hereby
  agrees to pay to each of TVR and MAI, promptly as, if and when realized,  15% of
  any profit  which NVC realizes on the sale of any  securities  received by it on
  conversion  or  prepayment  of the  12%  Convertible  Note of  Thermo-Mizer  due
  November  1, 2002 issued to NVC on the date  hereof in the  principal  amount of
  $500,000,  provided that the profit to Norwood on such sale equals or exceeds an
  annualized rate of 60%.
  
  Dated: October 16, 1997
  
                                               NORWOOD VENTURE CORP.
  
                                         By:
  EXHIBIT        10.31  SECURITY  AGREEMENT  EXECUTED  BY THE  COMPANY IN FAVOR OF
                 NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997.
  GENERAL SECURITY AGREEMENT
  
                                                                October 16, 1997
  
           The undersigned (herein,  whether one or more in number, referred to as
  Debtor and  which,  if two or more in number,  shall be  jointly  and  severally
  bound) with an address as it appears with the signature  below,  hereby agree(s)
  in favor of Norwood  Venture  Corp.  (herein  referred  to as Secured  Party) as
  follows:
  
           1. In consideration of one or more loans,  advances, or other financial
  accommodations  at any time before, at or after date made or extended by Secured
  Party to Debtor, directly or indirectly,  as principal,  guarantor or otherwise,
  at the sole discretion of Secured Party in each instance, including the purchase
  of the 12% Convertible Note due November 1, 2002 issued by Debtor to the Secured
  Party pursuant to that certain  Convertible  Note Purchase  Agreement  dated the
  date hereof (the "Purchase Agreement"),  Debtor hereby grants to Secured Party a
  security interest in, a continuing lien upon and a right of set-off against, and
  Debtor hereby assigns to Secured Party, the Collateral described in Paragraph 2,
  to  secure  the  payment,   performance  and  observance  of  all  indebtedness,
  obligations,  liabilities and agreements of any kind of Debtor to Secured Party,
  now existing or hereafter arising, direct or indirect (including  participations
  or any interest of Secured Party in obligations  of Debtor to others),  acquired
  outright,  conditionally,  or as collateral  security from another,  absolute or
  contingent,  joint or several,  secured or unsecured, due or not, contractual or
  tortious, liquidated or unliquidated,  arising by operation of law or otherwise,
  and of all loan  agreements,  documents and  instruments  evidencing  any of the
  foregoing  obligations or under which any of the foregoing  obligations may have
  been issued,  created,  assumed or guaranteed (all of the foregoing being herein
  referred  to as  the  "Obligations").  Notwithstanding  anything  else  in  this
  Agreement to the contrary,  the security  interest  created hereby shall,  as to
  Collateral other than Accounts (as defined in Schedule A), be subordinate to the
  security  interest  created on the date hereof in favor of Garay LLC and Charles
  Garay.
  
           2. The Collateral is described as follows and/or on Schedule A, if any,
  annexed hereto as part hereof and on any separate schedule at any time furnished
  by Debtor to Secured Party (all of which are hereby deemed part of this Security
  Agreement), which Collateral includes all attachments,  accessions and equipment
  now or hereafter  affixed to the  Collateral  or used in  connection  therewith,
  substitutions  and  replacements  thereof,  and (unless the  description  of the
  Collateral  expressly  excludes  after  acquired  (Collateral)  all items of the
  Collateral  both now  owned or  existing  and  hereafter  acquired,  created  or
  arising,  and any and all  products  and proceeds  thereof  (including,  without
  limitation, any claims of Debtor against third parties, for loss or damage to or
  destruction of any or all of the Collateral):
  
   SEE ATTACHED SCHEDULE A ANNEXED HERETO AND MADE A PART  HEREOF.
  
  together with any and all monies,  securities,  drafts,  notes,  items and other
  property  of the Debtor  and the  proceeds  thereof,  now or  hereafter  held or
  received by or in transit to, Secured Party from or for the Debtor,  whether for
  safekeeping, custody, pledge, transmission, collection or otherwise, and any and
  all deposits (general or special),  balances, sums, proceeds, and credits of the
  Debtor with, and any and all claims of the Debtor against, Secured Party, at any
  time existing. In the event that the Collateral includes inventory,  Debtor also
  grants to  Secured  Party a  security  interest  in,  and the  collateral  shall
  include, all labels and other devices,  names, or marks affixed or to be affixed
  to inventory for purposes of selling or of identifying the same or the seller or
  manufacturer  thereof and all right,  title and  interest of Debtor  therein and
  thereto.
  
           3. Debtor  warrants,  represents and covenants  that: (a) the chief and
  other  places of  business  of Debtor,  the books and  records  relating  to the
  Collateral  and the  Collateral are located at the addresses set forth below and
  Debtor  will not  change any of the same  without  prior  written  notice to and
  consent of Secured  Party;  (b) the  Collateral  is and will be used in Debtor's
  business  and not for  personal,  family,  household  or  farming  use;  (c) the
  Collateral  is now,  and at all times will be, owned by Debtor free and clear of
  all liens,  security  interests,  claims and encumbrances except for those which
  are shown on  Schedule B attached  hereto;  (d) Debtor  will not  assign,  sell,
  mortgage,  lease,  transfer,  pledge, grant a security interest in or lien upon,
  encumber or otherwise  dispose of or abandon,  nor will Debtor  suffer or permit
  any of the same to occur with  respect  to,  any part or all of the  Collateral,
  without prior written consent of Secured Party, except for the sale from time to
  time in the ordinary course of business of Debtor of such items of Collateral as
  may constitute  part of the business  inventory of Debtor,  and the inclusion of
  "proceeds" of the Collateral under the security  interest granted herein,  shall
  not be deemed a consent by Secured Party to any sale or other disposition of any
  part or all of the Collateral except as expressly  permitted herein;  (e) Debtor
  has made, and will continue to make payment or deposit or otherwise  provide for
  the payment,  when due, of all taxes,  assessments or contributions  required by
  law which have been or may be levied or assessed  against  the  Debtor,  whether
  with respect to any of the Collateral,  to any wages or salaries paid by Debtor,
  or otherwise,  and will deliver to Secured  Party,  on demand,  certificates  or
  other evidence  satisfactory to Secured Party attesting thereto; (f) Debtor will
  use the  Collateral  for lawful  purposes  only,  with all  reasonable  care and
  caution;  (g) Debtor  will keep the  Collateral  in  reasonably  good  repair at
  Debtor's  own cost and expense;  (h) Secured  Party shall at all times have free
  access to and right of inspection of the Collateral  and any records  pertaining
  thereto  (and  the  right  to make  extracts  from and to  receive  from  Debtor
  originals or true copies of such records and any papers and instruments relating
  to any or all of the  Collateral  and to receive  from Debtor  originals or true
  copies of such records and any papers and instruments  relating to any or all of
  the Collateral upon request  therefor) and Debtor hereby grants to Secured Party
  a security  interest in all such records,  papers and  instruments to secure the
  payment,  performance and observance of the  Obligations;  (i) the Collateral is
  now and shall  remain  personal  property  and Debtor will not permit any of the
  Collateral to become a part of or affixed to real property without prior written
  notice  to  Secured  Party  and  without  first  making  all  arrangements,  and
  delivering,  or causing to be delivered,  to Secured Party all  instruments  and
  documents,  including, without limitation,  waivers and subordination agreements
  by any landlords or mortgagees,  requested by and  satisfactory to Secured Party
  to preserve and protect the primary security interest granted herein against all
  persons;  (j) Debtor  will,  at its  expense,  perform  all acts and execute all
  documents  reasonably  requested  by  Secured  party  at any  time to  evidence,
  perfect,  maintain and enforce Secured Party's primary security  interest in the
  Collateral  or otherwise  in  furtherance  of the  provisions  of this  Security
  Agreement;  (k) Debtor assumes all responsibility and liability arising from the
  use of the  Collateral;  (l) upon request of Secured Party, at any time and from
  time to time, Debtor shall, at its sole cost and expense, execute and deliver to
  Secured  Party  one  or  more  financing  statements  pursuant  to  the  Uniform
  Commercial  Code ("UCC") and one or more  applications  for certificate of title
  and any other  papers,  documents or  instruments  requested by Secured Party in
  connection with this Security  Agreement,  and Debtor hereby authorizes  Secured
  Party to execute and file at any time
  or times,  one or more financing  statements  with respect to all or any part of
  the Collateral, signed only by the Secured Party; (m) in its discretion, Secured
  Party may, only after a Default (as  hereinafter  defined) has occurred,  in its
  name or  Debtor's  or  otherwise,  notify any  account  debtor or obligor of any
  account, contract,  instrument,  chattel paper or general intangible included in
  the Collateral to make payment to Secured  Party;  (n) Secured Party may, in its
  reasonable  discretion at any time after a Default demand,  sue for,  collect or
  receive any money or property at any time payable or receivable on account of or
  in exchange  for, or make any  compromise  or  settlement  deemed  desirable  by
  Secured Party with respect to, any of the Collateral,  and/or extend the time of
  payment, arrange for payment in installments,  or otherwise modify the terms of,
  or release,  any of the collateral or the  Obligations,  all without  consent by
  Debtor and without otherwise discharging the Obligations,  the Collateral or the
  security  interest  granted  herein;  (o) Secured  Party may, in its  reasonable
  discretion,  after a Default,  for the account  and  expense of Debtor,  pay any
  amount or do any act required of Debtor  hereunder or requested by Secured Party
  to preserve, protect, maintain or enforce the Obligations, the Collateral or the
  primary security  interest granted herein,  and which Debtor fails to do or pay,
  and any such payment  shall be deemed an advance by Secured  Party to Debtor and
  shall be payable on demand  together  with  interest  at the  highest  rate then
  payable on any of the  Obligations;  (p) Debtor will  promptly pay Secured Party
  for any and all sums,  costs and expenses which Secured Party may reasonably pay
  or reasonably incur pursuant to the provisions of this Security  Agreement or in
  defending,  protecting or enforcing the security  interest  granted herein or in
  enforcing  payment  of the  Obligations  or  otherwise  in  connection  with the
  provisions  hereof,  including  but not limited to all court  costs,  collection
  charges, reasonable travel, and reasonable attorney's fees (not less than 15% of
  the outstanding  Obligations  where permitted by applicable  law), all of which,
  together  with  interest at a rate equal to the highest rate then payable on any
  of the  Obligations,  shall be part of the Obligations and be payable on demand;
  (q) whether or not a Default has occurred, Secured Party, in its discretion, may
  transfer to or  register in the name of Secured  Party or its nominee all or any
  of the Collateral consisting of securities, and whether or not so transferred or
  registered,  Secured  Party  shall be entitled to receive and retain all income,
  dividends  (including  stock  dividends  and  rights  to  subscribe)  and  other
  distributions  thereon as part of the Collateral and to exchange any or all such
  Collateral  upon the  reorganization,  recapitalization,  or readjustment of any
  entity issuing such securities,  and to exercise all rights with respect thereto
  as if it was the absolute owner thereof, provided that until the occurrence of a
  Default and whether or not the Collateral is transferred to or registered in the
  name of Secured Party or its nominee, Debtor alone shall be entitled to exercise
  the right to vote such Collateral, and if the Collateral has been so transferred
  or  registered,  Secured  Party shall take such action as Debtor may  reasonably
  request to enable  Debtor to exercise the right to vote such  Collateral  or any
  part thereof for any purpose  which is not  inconsistent  with the terms of this
  Security  Agreement or the Obligations or which would not have an adverse effect
  on the value of the  Collateral or any part thereof;  (r) after a Default any of
  the proceeds of the Collateral  received by Debtor shall not be commingled  with
  other property of Debtor,  but shall be segregated,  held by the Debtor in trust
  as the exclusive property of Secured Party, and Debtor will immediately  deliver
  to Secured Party the identical  checks,  monies, or other proceeds of Collateral
  received,  duly endorsed in blank where appropriate to effectuate the provisions
  hereof, the same to be held by Secured party as additional  Collateral hereunder
  or,  at  secured  Party's  option,  to be  applied  to  payment  of  any  of the
  Obligations,  whether or not due and in any order;  and (s) at any time  Secured
  Party  may  assign,  transfer  and  deliver  to  any  transferee  of  any of the
  Obligations,  any or all of the  Collateral,  whereupon  Secured  Party shall be
  fully discharged from all responsibility and the transferee shall be vested with
  all powers and rights of Secured  Party  hereunder  with  respect  thereto,  but
  Secured Party shall retain all rights and powers with respect to any  Collateral
  not assigned, transferred or delivered.
  
           4. The occurrence of any one of more "Defaults" or "Events of Default",
  as  defined  in the  Purchase  Agreement  shall  constitute  an event of default
  ("Default") by Debtor under this Security Agreement.
  
           5.  Upon the  occurrence  of any  Default  and at any time  thereafter,
  Secured Party may, without demand upon Debtor, declare any or all Obligations of
  Debtor  immediately  due and payable and Secured  Party shall have the following
  rights and remedies (to the extent  permitted by applicable  law) in addition to
  all rights and  remedies of a secured  party under the UCC, or of Secured  Party
  under the  Obligations,  all such  rights and  remedies  being  cumulative,  not
  exclusive and  enforceable  alternatively,  successively  or  concurrently;  (a)
  Secured  Party may at any time and from time to time,  with or without  judicial
  process or the aid and  assistance  of others,  enter upon any premises in which
  any of the Collateral may be located and, without  resistance or interference by
  Debtor, take possession of the Collateral;  and/or dispose of any part or all of
  the Collateral on any premises of Debtor;  and/or require Debtor to assemble and
  make  available to Secured Party at the expense of Debtor any part or all of the
  Collateral at any place and time designated by Secured Party which is reasonably
  convenient to both parties; and/or remove any part or all of the Collateral from
  any premises on which any part may be located for the purpose of effecting  sale
  or other  disposition  thereof (and if any of the  Collateral  consists of motor
  vehicles,  Secured Party may use Debtor's license plates);  and/or sell, resell,
  lease, assign and deliver,  grant options for or otherwise dispose of any or all
  of the Collateral in its then condition or following any commercially reasonable
  preparation  or  processing,  at  public  or  private  sale  or  proceedings  or
  otherwise,  by one or more  contracts,  in one or more  parcels,  at the same or
  different  times,  with or without having the Collateral at the place of sale or
  other disposition,  for cash and/or credit, and upon any terms, at such place(s)
  and time(s) and to such persons,  firms or  corporations  as Secured Party deems
  best,  all  without  demand  for  performance  or any  notice  or  advertisement
  whatsoever except that where an applicable statute requires reasonable notice of
  sale or other disposition Debtor hereby agrees that five days notice by ordinary
  mail,  postage  prepaid,  to any  address of Debtor  set forth in this  Security
  Agreement  of the place and time of any public  sale or of the time after  which
  any private sale or other intended  disposition  is to be made,  shall be deemed
  reasonable  notice  thereof.  If any of the  Collateral is sold by Secured Party
  upon credit or for future  delivery,  Secured  Party shall not be liable for the
  failure of the  purchaser  to pay for same and in such event  Secured  Party may
  resell such Collateral.  Secured Party may buy any part or all of the Collateral
  at any  public  sale  and  if any  part  or all of the  Collateral  is of a type
  customarily  sold in a recognized  market or is of the type which is the subject
  of widely distributed standard price quotations Secured Party may buy at private
  sale and may make  payment  therefor by any means.  Secured  Party may apply the
  cash  proceeds  actually  received  from any sale or  other  disposition  to the
  reasonable expenses of retaking,  holding,  preparing for sale, selling, leasing
  and  the  like,  to  reasonably  attorney's  fees  (not  exceeding  15%  of  the
  outstanding  Obligations) and all reasonable travel and other expenses which may
  be incurred by Secured Party in attempting to collect the Obligations or enforce
  this  Security  Agreement  or in the  prosecution  or  defense  of any action or
  proceeding related to the subject matter of this Security Agreement; and then to
  the  Obligations  in such order and as to principal or interest as Secured Party
  may desire;  and Debtor shall remain liable and will pay Secured Party on demand
  any deficiency remaining,  together with interest thereon at a rate equal to the
  highest  rate then  payable on the  Obligations  and the balance of any expenses
  unpaid,  with any  surplus to be paid to Debtor,  subject to any duty of Secured
  Party imposed by law to the holder of any subordinate  security  interest in the
  Collateral.  Debtor  recognizes that the Secured Party may be unable to effect a
  public  sale of all or a part of the  Collateral  consisting  of  securities  by
  reason of certain prohibitions contained in the Securities
  
                                                         2
  Act of 1933,  but may be compelled  to resort to one or more private  sales to a
  restricted group of purchasers who will be obliged to agree, among other things,
  to acquire such securities for their own account,  for investment and not with a
  view to the distribution or resale thereof.  Debtor agrees that any such private
  sales may be at prices and other terms less favorable to the seller than if sold
  at public sales and that such private sales shall be deemed to have been made in
  a commercially  reasonable manner. Secured Party has no obligation to delay sale
  of any such  securities for the period to time necessary to permit the issuer of
  such  securities,  even if such issuer would agree,  to register such securities
  for  public  sale  under  the  Securities  Act of 1933;  (b)  Secured  Party may
  appropriate,  set off and apply to the payment of any or all of the Obligations,
  any and all  Collateral in or coming into the possession of Secured Party or its
  agents and belonging or owing to Debtor,  without notice to Debtor,  and in such
  manner as Secured Party may in its discretion  determine;  (c) Secured Party may
  exercise  all  voting  rights  with  respect  to all  or  any of the  Collateral
  consisting of securities and may exercise all powers with respect  thereto as if
  an absolute owner  thereof,  none of which shall  adversely  affect the security
  interests granted herein or the Obligations.
  
           6. To  effectuate  the  terms  and  provisions  hereof,  Debtor  hereby
  designates   and  appoints   Secured  Party  and  its  designees  or  agents  as
  attorney-in-fact  of Debtor,  irrevocably and with power of  substitution,  with
  authority,  after a Default, to receive,  open and dispose of all mail addressed
  to Debtor,  to notify the Post  Office  authorities  to change the  address  for
  delivery  of mail  addressed  to Debtor to such  address  as  Secured  Party may
  designate;  to  endorse  the name of Debtor on any notes,  acceptances,  checks,
  drafts,  money orders,  instruments or other evidences of payment or proceeds of
  the Collateral that may come into Secured Party's  possession;  to sign the name
  of Debtor on any  invoices,  documents,  drafts  against  and notices to account
  debtors or obligors of Debtor,  assignments  and  requests for  verification  of
  accounts;  to execute  proofs of claim and loss;  to execute  any  endorsements,
  assignments,  or other  instruments  of  conveyance  or transfer;  to adjust and
  compromise any claims under insurance policies;  to execute releases;  and to do
  all other acts and things  (before  as well as after a  Default)  necessary  and
  advisable in the reasonable discretion of Secured Party to carry out and enforce
  this  Security  Agreement.  All lawful and  reasonable  acts of said attorney or
  designee are hereby ratified and approved and, except for willful  misconduct or
  gross negligence,  said attorney or designee shall not be liable for any acts of
  commission or omission, nor for any error of judgment or mistake of fact or law.
  This power of attorney being coupled with an interest is  irrevocable  while any
  of the Obligations shall remain unpaid.
  
           7. Secured Party shall have the duty to exercise reasonable care in the
  custody and  preservation  of any securities in its  possession  included in the
  Collateral,  which duty shall be fully satisfied if Secured Party maintains safe
  custody of any such  securities,  and,  with respect to any  maturities,  calls,
  conversions,  exchanges, redemption, offers, tenders or similar matters relating
  to any of such securities (herein called "events"),  in the exercise of its sole
  discretion  (a) Secured Party  endeavors to take such action with respect to any
  of the events as Debtor may  reasonably and  specifically  request in writing in
  sufficient  time for such  action to be  evaluated  and taken or (b) if  Secured
  Party  determines that the action  requested might adversely affect the value of
  the securities as  collateral,  the collection of the  Obligations  secured,  or
  otherwise  prejudice  the  interests  of  Secured  Party,  Secured  Party  gives
  reasonable notice to Debtor that any such requested action will not be taken and
  if Secured Party makes such determination or if Debtor fails to make such timely
  request,  Secured  Party takes such other  action as it deems  advisable  in the
  circumstances.  Secured Party shall have no further  obligation to ascertain the
  occurrence  of, or to notify Debtor with respect to, any events and shall not be
  deemed to assume any such obligation as a result of the establishment by Secured
  Party  of  any  internal  procedures  with  respect  to  any  securities  in its
  possession,  nor shall Secured Party be deemed to assume any responsibility for,
  or obligation or duty with respect to, any part or all of the Collateral, of any
  nature or kind, or any matter or proceedings arising out of or relating thereto,
  including,  without  limitation,  any  obligation  or duty to take any action to
  collect, preserve or protect its or Debtor's rights in the Collateral or against
  any prior  parties  thereto,  but the same shall be at Debtor's sole risk at all
  times. If the Collateral  hereunder  includes "stock" as defined in Regulation U
  of the Federal  Reserve Board, it is hereby agreed such "stock" shall not secure
  Obligations which are "purpose  credits",  as that term is used in Regulation U,
  and (i) are  secured  solely  by  collateral  other  than  "stock"  or (ii)  are
  unsecured.  Secured  Party's prior recourse to any part or all of the Collateral
  shall not  constitute a condition of any demand,  suit or proceeding for payment
  or  collection  of the  Obligations.  No act,  failure or delay by Secured Party
  shall constitute a waiver of its rights and remedies hereunder or otherwise.  No
  single or partial  waiver by the Secured Party of any Default or right or remedy
  which it may have  shall  operate  as a waiver  of any other  Default,  right or
  remedy or of the same  Default,  right or remedy  on a future  occasion.  Debtor
  hereby  waives  presentment,  notice of dishonor and protest of all  instruments
  included in or evidencing any of the Obligations or the Collateral,  and any and
  all other notices and demands  whatsoever (except as expressly provided herein).
  Debtor agrees to pay, on demand, all reasonable  out-of-pocket expenses incurred
  by Secured Party in connection with the enforcement of this Security  Agreement,
  the  Obligations,  and the transactions  contemplated  hereunder and thereunder,
  including  but not  limited to the  reasonable  fees and  expenses of counsel to
  Secured  Party.  In the event of any  litigation,  with  respect  to any  matter
  connected  with this Security  Agreement,  the  Obligations  or the  Collateral,
  Debtor hereby  waives the right to a trial by jury and all  defenses,  including
  any defense based on any Statute of Limitations,  any claim of laches, rights of
  setoff  and the  rights to  interpose  counterclaims  of any  nature  other than
  mandatory counterclaims.  Debtor hereby irrevocably consents to the jurisdiction
  of the courts of the State of New York and of any Federal  Court located in such
  State in connection with any action or proceeding  arising out of or relating to
  the Obligations,  this Security Agreement or the Collateral,  or any document or
  instrument  delivered  with  respect to any of the  Obligations.  Debtor  hereby
  waives personal service of any summons, complaint or other process in connection
  with any such action or  proceeding  and agrees that the service  thereof may be
  made by certified or registered mail directed to Debtor at any place of business
  set forth  below,  or at such other  address as Debtor may  designate by written
  notification by certified or registered mail directed to and received by Secured
  Party at its office set forth in the financing statements filed hereunder (or if
  no such financing  statements have been filed, at the office of Secured Party at
  which is located  the  officer  in direct  supervision  of the  within  security
  interest).  The  Debtor so  served  shall  appear  or  answer  to such  summons,
  complaint or other process within thirty days after the mailing thereof.  Should
  the Debtor so served  fail to appear or answer  within said  thirty-day  period,
  such Debtor  shall be deemed in default and  judgment  may be entered by Secured
  Party against such Debtor for the amount or such other relief as may be demanded
  in any summons, complaint or other process so served. In the alternative, in its
  discretion  Secured  Party may effect  service  upon Debtor in any other form or
  manner  permitted  by law.  All terms used  herein  shall have the  meanings  as
  defined in the UCC, unless the context otherwise  requires.  No provision hereof
  shall be modified,  altered or limited except by a written instrument  expressly
  referring to this Security Agreement and to such provision,  and executed by the
  party to be charged.  The execution and delivery of this Security  Agreement has
  been authorized by the Board(s) of Directors of Debtor and by any necessary vote
  or consent of stockholders of Debtor (if a corporation). This Security Agreement
  and all Obligations  shall be binding upon the heirs executors,  administrators,
  successors, or assigns of Debtor, and all, together with the rights and remedies
  of Secured Party hereunder, inure to the
  
                                                         3
  benefit of Secured Party, its successors,  endorsees and assigns.  This Security
  Agreement and the  Obligations  shall be governed in all respects by the laws of
  the State of New York. If any term of this Security  Agreement  shall be held to
  be invalid,  illegal or  unenforceable,  the  validity of all other terms hereof
  shall in no way be affected thereby. Secured Party is authorized to annex hereto
  any schedules referred to herein.  Debtor acknowledges receipt of a copy of this
  Security Agreement.
  
           IN  WITNESS  WHEREOF,  the  undersigned  has  executed  or caused  this
  Security Agreement to be executed in the State of New York, the date first above
  set forth.
  
  (CORPORATE SEAL)                        THERMO-MIZER ENVIRONMENTAL CORP.
  
                                          By
                                       (Name)
                                       (Title)
  
                                 Trade Name (if any)
  
  Chief Place of Business:                  All location(s) of Collateral:
                                           (Also set forth the Section,
                                            Block and Lot where  there is  located
                                            any of the Collateral  which is or may
                                            be affixed to realty.)
  
  Other Places of Business:
  
  Location of Books and Records          Name of record owner of real estate
  Relating to the Collateral:            where any of the Collateral is or may
                                         be affixed to realty:
  
                                                         4
  Schedule A
  
           Collateral  shall mean and  include all of  Debtor's  right,  title and
  interest in and to:
  
           1.  All Accounts;
  
           2.  All Inventory;
  
           3.  All Equipment; and
  
           4. All  Proceeds and  products of any or all of the  foregoing,  to the
  extent not otherwise included.
  
  For purposes of this  Schedule A, the  following  terms shall have the following
  meanings:
  
                    "Accounts" shall mean all "accounts",  as such term is defined
           in Section  9-106 of the  Uniform  Commercial  Code as in effect on the
           date hereof in the State of New York (the "Code"),  in which Debtor now
           or hereafter has any right, title or interest.
  
                    "Equipment"  shall  mean  all  "equipment",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Inventory"  shall  mean  all  "inventory",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Proceeds" shall mean  "proceeds",  as such term is defined in
           Section 9-306 of the Code including, but not limited to (i) any and all
           proceeds of any insurance,  indemnity,  warranty or guaranty payable to
           Debtor from time to time with  respect to any of the  Collateral,  (ii)
           any and all payments (in any form  whatsoever)  made or due and payable
           to  Debtor  from  time to  time in  connection  with  any  requisition,
           confiscation, condemnation, seizure or forfeiture of all or any part of
           the Collateral by any governmental  body,  authority,  bureau or agency
           (or any person,  corporation,  agency, authority or other entity acting
           under  color of  governmental  authority)  and  (iii) any and all other
           amounts from time to time paid or payable under or in  connection  with
           any of the Collateral.
  
                                                         5
  EXHIBIT 10.32  SECURITY AGREEMENT EXECUTED BYLAMINAIRE CORPORATION IN FAVOR OF
                 NORWOOD VENTURE CORP. DATED OCTOBER 16, 1997
  GENERAL SECURITY AGREEMENT
  
                                                                 October 16, 1997
  
           The undersigned (herein,  whether one or more in number, referred to as
  Debtor and  which,  if two or more in number,  shall be  jointly  and  severally
  bound) with an address as it appears with the signature  below,  hereby agree(s)
  in favor of Norwood  Venture  Corp.  (herein  referred  to as Secured  Party) as
  follows:
  
           1. In consideration of one or more loans,  advances, or other financial
  accommodations  at any time before, at or after date made or extended by Secured
  Party to Debtor or  Thermo-Mizer  Environmental  Corp.,  a Delaware  corporation
  which  owns all of the  issued  and  outstanding  capital  stock of Debtor  (the
  "Company"), directly or indirectly, as principal, guarantor or otherwise, at the
  sole  discretion of Secured Party in each instance,  including the purchase,  at
  par, by the Secured Party of the Company's 12% Convertible  Note due November 1,
  2002 in the principal  amount of $500,000 (the "Note")  pursuant to that certain
  Convertible  Note  Purchase  Agreement  dated  the date  hereof ( the  "Purchase
  Agreement"),  part of the proceeds from which purchase are being  transferred by
  the Company to Debtor,  and in order to secure  Debtor's  obligations to Secured
  Party under the Guaranty of the Note executed and delivered by Debtor to Secured
  Party on the date  hereof,  Debtor  hereby  grants to  Secured  Party a security
  interest in, a continuing lien upon and a right of set-off  against,  and Debtor
  hereby  assigns to Secured Party,  the  Collateral  described in Paragraph 2, to
  secure the payment, performance and observance of all indebtedness, obligations,
  liabilities and agreements of any kind of Debtor to Secured Party,  now existing
  or  hereafter  arising,  direct or  indirect  (including  participations  or any
  interest  of  Secured  Party in  obligations  of  Debtor  to  others),  acquired
  outright,  conditionally,  or as collateral  security from another,  absolute or
  contingent,  joint or several,  secured or unsecured, due or not, contractual or
  tortious, liquidated or unliquidated,  arising by operation of law or otherwise,
  and of all loan  agreements,  documents and  instruments  evidencing  any of the
  foregoing  obligations or under which any of the foregoing  obligations may have
  been issued,  created,  assumed or guaranteed (all of the foregoing being herein
  referred  to as  the  "Obligations").  Notwithstanding  anything  else  in  this
  Agreement  to the  contrary,  the  security  interest  created  hereby  shall be
  subordinate  to the  security  interest  created on the date  hereof in favor of
  Garay LLC and Charles Garay.
  
           2. The Collateral is described as follows and/or on Schedule A, if any,
  annexed hereto as part hereof and on any separate schedule at any time furnished
  by Debtor to Secured Party (all of which are hereby deemed part of this Security
  Agreement), which Collateral includes all attachments,  accessions and equipment
  now or hereafter  affixed to the  Collateral  or used in  connection  therewith,
  substitutions  and  replacements  thereof,  and (unless the  description  of the
  Collateral  expressly  excludes  after  acquired  (Collateral)  all items of the
  Collateral  both now  owned or  existing  and  hereafter  acquired,  created  or
  arising,  and any and all  products  and proceeds  thereof  (including,  without
  limitation, any claims of Debtor against third parties, for loss or damage to or
  destruction of any or all of the Collateral):
  
    SEE ATTACHED SCHEDULE A ANNEXED HERETO AND MADE A PART HEREOF.
  
  together with any and all monies,  securities,  drafts,  notes,  items and other
  property  of the Debtor  and the  proceeds  thereof,  now or  hereafter  held or
  received by or in transit to, Secured Party from or for the Debtor,  whether for
  safekeeping, custody, pledge, transmission, collection or otherwise, and any and
  all deposits (general or special),  balances, sums, proceeds, and credits of the
  Debtor with, and any and all claims of the Debtor against, Secured Party, at any
  time existing. In the event that the Collateral includes inventory,  Debtor also
  grants to  Secured  Party a  security  interest  in,  and the  collateral  shall
  include, all labels and other devices,  names, or marks affixed or to be affixed
  to inventory for purposes of selling or of identifying the same or the seller or
  manufacturer  thereof and all right,  title and  interest of Debtor  therein and
  thereto.
  
           3. Debtor  warrants,  represents and covenants  that: (a) the chief and
  other  places of  business  of Debtor,  the books and  records  relating  to the
  Collateral  and the  Collateral are located at the addresses set forth below and
  Debtor  will not  change any of the same  without  prior  written  notice to and
  consent of Secured  Party;  (b) the  Collateral  is and will be used in Debtor's
  business  and not for  personal,  family,  household  or  farming  use;  (c) the
  Collateral  is now,  and at all times will be, owned by Debtor free and clear of
  all liens,  security  interests,  claims and encumbrances except for those which
  are shown on  Schedule B attached  hereto;  (d) Debtor  will not  assign,  sell,
  mortgage,  lease,  transfer,  pledge, grant a security interest in or lien upon,
  encumber or otherwise  dispose of or abandon,  nor will Debtor  suffer or permit
  any of the same to occur with  respect  to,  any part or all of the  Collateral,
  without prior written consent of Secured Party, except for the sale from time to
  time in the ordinary course of business of Debtor of such items of Collateral as
  may constitute  part of the business  inventory of Debtor,  and the inclusion of
  "proceeds" of the Collateral under the security  interest granted herein,  shall
  not be deemed a consent by Secured Party to any sale or other disposition of any
  part or all of the Collateral except as expressly  permitted herein;  (e) Debtor
  has made, and will continue to make payment or deposit or otherwise  provide for
  the payment,  when due, of all taxes,  assessments or contributions  required by
  law which have been or may be levied or assessed  against  the  Debtor,  whether
  with respect to any of the Collateral,  to any wages or salaries paid by Debtor,
  or otherwise,  and will deliver to Secured  Party,  on demand,  certificates  or
  other evidence  satisfactory to Secured Party attesting thereto; (f) Debtor will
  use the  Collateral  for lawful  purposes  only,  with all  reasonable  care and
  caution;  (g) Debtor  will keep the  Collateral  in  reasonably  good  repair at
  Debtor's  own cost and expense;  (h) Secured  Party shall at all times have free
  access to and right of inspection of the Collateral  and any records  pertaining
  thereto  (and  the  right  to make  extracts  from and to  receive  from  Debtor
  originals or true copies of such records and any papers and instruments relating
  to any or all of the  Collateral  and to receive  from Debtor  originals or true
  copies of such records and any papers and instruments  relating to any or all of
  the Collateral upon request  therefor) and Debtor hereby grants to Secured Party
  a security  interest in all such records,  papers and  instruments to secure the
  payment,  performance and observance of the  Obligations;  (i) the Collateral is
  now and shall  remain  personal  property  and Debtor will not permit any of the
  Collateral to become a part of or affixed to real property without prior written
  notice  to  Secured  Party  and  without  first  making  all  arrangements,  and
  delivering,  or causing to be delivered,  to Secured Party all  instruments  and
  documents,  including, without limitation,  waivers and subordination agreements
  by any landlords or mortgagees,  requested by and  satisfactory to Secured Party
  to preserve and protect the primary security interest granted herein against all
  persons;  (j) Debtor  will,  at its  expense,  perform  all acts and execute all
  documents  reasonably  requested  by  Secured  party  at any  time to  evidence,
  perfect,  maintain and enforce Secured Party's primary security  interest in the
  Collateral  or otherwise  in  furtherance  of the  provisions  of this  Security
  Agreement;  (k) Debtor assumes all responsibility and liability arising from the
  use of the Collateral; (l) upon request of Secured Party, at any time
  and from time to time,  Debtor shall, at its sole cost and expense,  execute and
  deliver  to  Secured  Party one or more  financing  statements  pursuant  to the
  Uniform  Commercial Code ("UCC") and one or more applications for certificate of
  title and any other papers,  documents or instruments requested by Secured Party
  in connection with this Security Agreement, and Debtor hereby authorizes Secured
  Party to execute and file at any time or times, one or more financing statements
  with  respect to all or any part of the  Collateral,  signed only by the Secured
  Party;  (m) in its  discretion,  Secured  Party may,  only  after a Default  (as
  hereinafter defined) has occurred, in its name or Debtor's or otherwise,  notify
  any account  debtor or obligor of any  account,  contract,  instrument,  chattel
  paper or  general  intangible  included  in the  Collateral  to make  payment to
  Secured Party;  (n) Secured Party may, in its reasonable  discretion at any time
  after a Default demand, sue for, collect or receive any money or property at any
  time  payable  or  receivable  on  account of or in  exchange  for,  or make any
  compromise or settlement  deemed desirable by Secured Party with respect to, any
  of the  Collateral,  and/or  extend the time of payment,  arrange for payment in
  installments,  or  otherwise  modify  the  terms  of,  or  release,  any  of the
  collateral  or the  Obligations,  all  without  consent  by Debtor  and  without
  otherwise  discharging the Obligations,  the Collateral or the security interest
  granted  herein;  (o) Secured Party may, in its reasonable  discretion,  after a
  Default,  for the account  and  expense of Debtor,  pay any amount or do any act
  required of Debtor hereunder or requested by Secured Party to preserve, protect,
  maintain or enforce the  Obligations,  the  Collateral  or the primary  security
  interest  granted  herein,  and which  Debtor  fails to do or pay,  and any such
  payment  shall be deemed an  advance  by  Secured  Party to Debtor  and shall be
  payable on demand together with interest at the highest rate then payable on any
  of the  Obligations;  (p) Debtor will promptly pay Secured Party for any and all
  sums,  costs and expenses  which Secured Party may  reasonably pay or reasonably
  incur  pursuant to the  provisions of this  Security  Agreement or in defending,
  protecting or enforcing  the security  interest  granted  herein or in enforcing
  payment of the  Obligations  or  otherwise  in  connection  with the  provisions
  hereof,  including  but not  limited  to all court  costs,  collection  charges,
  reasonable  travel,  and  reasonable  attorney's  fees (not less than 15% of the
  outstanding  Obligations  where  permitted  by  applicable  law),  all of which,
  together  with  interest at a rate equal to the highest rate then payable on any
  of the  Obligations,  shall be part of the Obligations and be payable on demand;
  (q) whether or not a Default has occurred, Secured Party, in its discretion, may
  transfer to or  register in the name of Secured  Party or its nominee all or any
  of the Collateral consisting of securities, and whether or not so transferred or
  registered,  Secured  Party  shall be entitled to receive and retain all income,
  dividends  (including  stock  dividends  and  rights  to  subscribe)  and  other
  distributions  thereon as part of the Collateral and to exchange any or all such
  Collateral  upon the  reorganization,  recapitalization,  or readjustment of any
  entity issuing such securities,  and to exercise all rights with respect thereto
  as if it was the absolute owner thereof, provided that until the occurrence of a
  Default and whether or not the Collateral is transferred to or registered in the
  name of Secured Party or its nominee, Debtor alone shall be entitled to exercise
  the right to vote such Collateral, and if the Collateral has been so transferred
  or  registered,  Secured  Party shall take such action as Debtor may  reasonably
  request to enable  Debtor to exercise the right to vote such  Collateral  or any
  part thereof for any purpose  which is not  inconsistent  with the terms of this
  Security  Agreement or the Obligations or which would not have an adverse effect
  on the value of the  Collateral or any part thereof;  (r) after a Default any of
  the proceeds of the Collateral  received by Debtor shall not be commingled  with
  other property of Debtor,  but shall be segregated,  held by the Debtor in trust
  as the exclusive property of Secured Party, and Debtor will immediately  deliver
  to Secured Party the identical  checks,  monies, or other proceeds of Collateral
  received,  duly endorsed in blank where appropriate to effectuate the provisions
  hereof, the same to be held by Secured party as additional  Collateral hereunder
  or,  at  secured  Party's  option,  to be  applied  to  payment  of  any  of the
  Obligations,  whether or not due and in any order;  and (s) at any time  Secured
  Party  may  assign,  transfer  and  deliver  to  any  transferee  of  any of the
  Obligations,  any or all of the  Collateral,  whereupon  Secured  Party shall be
  fully discharged from all responsibility and the transferee shall be vested with
  all powers and rights of Secured  Party  hereunder  with  respect  thereto,  but
  Secured Party shall retain all rights and powers with respect to any  Collateral
  not assigned, transferred or delivered.
  
           4. The occurrence of any one of more "Defaults" or "Events of Default",
  as  defined  in the  Purchase  Agreement  shall  constitute  an event of default
  ("Default") by Debtor under this Security Agreement.
  
           5.  Upon the  occurrence  of any  Default  and at any time  thereafter,
  Secured Party may, without demand upon Debtor, declare any or all Obligations of
  Debtor  immediately  due and payable and Secured  Party shall have the following
  rights and remedies (to the extent  permitted by applicable  law) in addition to
  all rights and  remedies of a secured  party under the UCC, or of Secured  Party
  under the  Obligations,  all such  rights and  remedies  being  cumulative,  not
  exclusive and  enforceable  alternatively,  successively  or  concurrently;  (a)
  Secured  Party may at any time and from time to time,  with or without  judicial
  process or the aid and  assistance  of others,  enter upon any premises in which
  any of the Collateral may be located and, without  resistance or interference by
  Debtor, take possession of the Collateral;  and/or dispose of any part or all of
  the Collateral on any premises of Debtor;  and/or require Debtor to assemble and
  make  available to Secured Party at the expense of Debtor any part or all of the
  Collateral at any place and time designated by Secured Party which is reasonably
  convenient to both parties; and/or remove any part or all of the Collateral from
  any premises on which any part may be located for the purpose of effecting  sale
  or other  disposition  thereof (and if any of the  Collateral  consists of motor
  vehicles,  Secured Party may use Debtor's license plates);  and/or sell, resell,
  lease, assign and deliver,  grant options for or otherwise dispose of any or all
  of the Collateral in its then condition or following any commercially reasonable
  preparation  or  processing,  at  public  or  private  sale  or  proceedings  or
  otherwise,  by one or more  contracts,  in one or more  parcels,  at the same or
  different  times,  with or without having the Collateral at the place of sale or
  other disposition,  for cash and/or credit, and upon any terms, at such place(s)
  and time(s) and to such persons,  firms or  corporations  as Secured Party deems
  best,  all  without  demand  for  performance  or any  notice  or  advertisement
  whatsoever except that where an applicable statute requires reasonable notice of
  sale or other disposition Debtor hereby agrees that five days notice by ordinary
  mail,  postage  prepaid,  to any  address of Debtor  set forth in this  Security
  Agreement  of the place and time of any public  sale or of the time after  which
  any private sale or other intended  disposition  is to be made,  shall be deemed
  reasonable  notice  thereof.  If any of the  Collateral is sold by Secured Party
  upon credit or for future  delivery,  Secured  Party shall not be liable for the
  failure of the  purchaser  to pay for same and in such event  Secured  Party may
  resell such Collateral.  Secured Party may buy any part or all of the Collateral
  at any  public  sale  and  if any  part  or all of the  Collateral  is of a type
  customarily  sold in a recognized  market or is of the type which is the subject
  of widely distributed standard price quotations Secured Party may buy at private
  sale and may make  payment  therefor by any means.  Secured  Party may apply the
  cash  proceeds  actually  received  from any sale or  other  disposition  to the
  reasonable expenses of retaking,  holding,  preparing for sale, selling, leasing
  and  the  like,  to  reasonably  attorney's  fees  (not  exceeding  15%  of  the
  outstanding  Obligations) and all reasonable travel and other expenses which may
  be incurred by Secured Party in attempting to collect the Obligations or enforce
  this  Security  Agreement  or in the  prosecution  or  defense  of any action or
  proceeding related to the subject matter of this Security Agreement; and then to
  the  Obligations  in such order and as to principal or interest as Secured Party
  may desire;  and Debtor shall remain liable and will pay Secured Party on demand
  any deficiency remaining, together with interest thereon at a rate equal to the
  
                                                         2
  highest  rate then  payable on the  Obligations  and the balance of any expenses
  unpaid,  with any  surplus to be paid to Debtor,  subject to any duty of Secured
  Party imposed by law to the holder of any subordinate  security  interest in the
  Collateral.  Debtor  recognizes that the Secured Party may be unable to effect a
  public  sale of all or a part of the  Collateral  consisting  of  securities  by
  reason of certain prohibitions  contained in the Securities Act of 1933, but may
  be  compelled to resort to one or more  private  sales to a restricted  group of
  purchasers  who will be obliged to agree,  among other  things,  to acquire such
  securities  for their own  account,  for  investment  and not with a view to the
  distribution or resale thereof. Debtor agrees that any such private sales may be
  at prices and other  terms less  favorable  to the seller than if sold at public
  sales  and that  such  private  sales  shall be  deemed  to have  been made in a
  commercially reasonable manner. Secured Party has no obligation to delay sale of
  any such  securities  for the period to time  necessary  to permit the issuer of
  such  securities,  even if such issuer would agree,  to register such securities
  for  public  sale  under  the  Securities  Act of 1933;  (b)  Secured  Party may
  appropriate,  set off and apply to the payment of any or all of the Obligations,
  any and all  Collateral in or coming into the possession of Secured Party or its
  agents and belonging or owing to Debtor,  without notice to Debtor,  and in such
  manner as Secured Party may in its discretion  determine;  (c) Secured Party may
  exercise  all  voting  rights  with  respect  to all  or  any of the  Collateral
  consisting of securities and may exercise all powers with respect  thereto as if
  an absolute owner  thereof,  none of which shall  adversely  affect the security
  interests granted herein or the Obligations.
  
           6. To  effectuate  the  terms  and  provisions  hereof,  Debtor  hereby
  designates   and  appoints   Secured  Party  and  its  designees  or  agents  as
  attorney-in-fact  of Debtor,  irrevocably and with power of  substitution,  with
  authority,  after a Default, to receive,  open and dispose of all mail addressed
  to Debtor,  to notify the Post  Office  authorities  to change the  address  for
  delivery  of mail  addressed  to Debtor to such  address  as  Secured  Party may
  designate;  to  endorse  the name of Debtor on any notes,  acceptances,  checks,
  drafts,  money orders,  instruments or other evidences of payment or proceeds of
  the Collateral that may come into Secured Party's  possession;  to sign the name
  of Debtor on any  invoices,  documents,  drafts  against  and notices to account
  debtors or obligors of Debtor,  assignments  and  requests for  verification  of
  accounts;  to execute  proofs of claim and loss;  to execute  any  endorsements,
  assignments,  or other  instruments  of  conveyance  or transfer;  to adjust and
  compromise any claims under insurance policies;  to execute releases;  and to do
  all other acts and things  (before  as well as after a  Default)  necessary  and
  advisable in the reasonable discretion of Secured Party to carry out and enforce
  this  Security  Agreement.  All lawful and  reasonable  acts of said attorney or
  designee are hereby ratified and approved and, except for willful  misconduct or
  gross negligence,  said attorney or designee shall not be liable for any acts of
  commission or omission, nor for any error of judgment or mistake of fact or law.
  This power of attorney being coupled with an interest is  irrevocable  while any
  of the Obligations shall remain unpaid.
  
           7. Secured Party shall have the duty to exercise reasonable care in the
  custody and  preservation  of any securities in its  possession  included in the
  Collateral,  which duty shall be fully satisfied if Secured Party maintains safe
  custody of any such  securities,  and,  with respect to any  maturities,  calls,
  conversions,  exchanges, redemption, offers, tenders or similar matters relating
  to any of such securities (herein called "events"),  in the exercise of its sole
  discretion  (a) Secured Party  endeavors to take such action with respect to any
  of the events as Debtor may  reasonably and  specifically  request in writing in
  sufficient  time for such  action to be  evaluated  and taken or (b) if  Secured
  Party  determines that the action  requested might adversely affect the value of
  the securities as  collateral,  the collection of the  Obligations  secured,  or
  otherwise  prejudice  the  interests  of  Secured  Party,  Secured  Party  gives
  reasonable notice to Debtor that any such requested action will not be taken and
  if Secured Party makes such determination or if Debtor fails to make such timely
  request,  Secured  Party takes such other  action as it deems  advisable  in the
  circumstances.  Secured Party shall have no further  obligation to ascertain the
  occurrence  of, or to notify Debtor with respect to, any events and shall not be
  deemed to assume any such obligation as a result of the establishment by Secured
  Party  of  any  internal  procedures  with  respect  to  any  securities  in its
  possession,  nor shall Secured Party be deemed to assume any responsibility for,
  or obligation or duty with respect to, any part or all of the Collateral, of any
  nature or kind, or any matter or proceedings arising out of or relating thereto,
  including,  without  limitation,  any  obligation  or duty to take any action to
  collect, preserve or protect its or Debtor's rights in the Collateral or against
  any prior  parties  thereto,  but the same shall be at Debtor's sole risk at all
  times. If the Collateral  hereunder  includes "stock" as defined in Regulation U
  of the Federal  Reserve Board, it is hereby agreed such "stock" shall not secure
  Obligations which are "purpose  credits",  as that term is used in Regulation U,
  and (i) are  secured  solely  by  collateral  other  than  "stock"  or (ii)  are
  unsecured.  Secured  Party's prior recourse to any part or all of the Collateral
  shall not  constitute a condition of any demand,  suit or proceeding for payment
  or  collection  of the  Obligations.  No act,  failure or delay by Secured Party
  shall constitute a waiver of its rights and remedies hereunder or otherwise.  No
  single or partial  waiver by the Secured Party of any Default or right or remedy
  which it may have  shall  operate  as a waiver  of any other  Default,  right or
  remedy or of the same  Default,  right or remedy  on a future  occasion.  Debtor
  hereby  waives  presentment,  notice of dishonor and protest of all  instruments
  included in or evidencing any of the Obligations or the Collateral,  and any and
  all other notices and demands  whatsoever (except as expressly provided herein).
  Debtor agrees to pay, on demand, all reasonable  out-of-pocket expenses incurred
  by Secured Party in connection with the enforcement of this Security  Agreement,
  the  Obligations,  and the transactions  contemplated  hereunder and thereunder,
  including  but not  limited to the  reasonable  fees and  expenses of counsel to
  Secured  Party.  In the event of any  litigation,  with  respect  to any  matter
  connected  with this Security  Agreement,  the  Obligations  or the  Collateral,
  Debtor hereby  waives the right to a trial by jury and all  defenses,  including
  any defense based on any Statute of Limitations,  any claim of laches, rights of
  setoff  and the  rights to  interpose  counterclaims  of any  nature  other than
  mandatory counterclaims.  Debtor hereby irrevocably consents to the jurisdiction
  of the courts of the State of New York and of any Federal  Court located in such
  State in connection with any action or proceeding  arising out of or relating to
  the Obligations,  this Security Agreement or the Collateral,  or any document or
  instrument  delivered  with  respect to any of the  Obligations.  Debtor  hereby
  waives personal service of any summons, complaint or other process in connection
  with any such action or  proceeding  and agrees that the service  thereof may be
  made by certified or registered mail directed to Debtor at any place of business
  set forth  below,  or at such other  address as Debtor may  designate by written
  notification by certified or registered mail directed to and received by Secured
  Party at its office set forth in the financing statements filed hereunder (or if
  no such financing  statements have been filed, at the office of Secured Party at
  which is located  the  officer  in direct  supervision  of the  within  security
  interest).  The  Debtor so  served  shall  appear  or  answer  to such  summons,
  complaint or other process within thirty days after the mailing thereof.  Should
  the Debtor so served  fail to appear or answer  within said  thirty-day  period,
  such Debtor  shall be deemed in default and  judgment  may be entered by Secured
  Party against such Debtor for the amount or such other relief as may be demanded
  in any summons, complaint or other process so served. In the alternative, in its
  discretion  Secured  Party may effect  service  upon Debtor in any other form or
  manner  permitted  by law.  All terms used  herein  shall have the  meanings  as
  defined in the UCC, unless the context otherwise  requires.  No provision hereof
  shall be modified,  altered or limited except by a written instrument  expressly
  referring to this Security Agreement and to such provision,  and executed by the
  party
  
                                                         3
  to be charged.  The execution  and delivery of this Security  Agreement has been
  authorized by the Board(s) of Directors of Debtor and by any  necessary  vote or
  consent of stockholders of Debtor (if a  corporation).  This Security  Agreement
  and all Obligations  shall be binding upon the heirs executors,  administrators,
  successors, or assigns of Debtor, and all, together with the rights and remedies
  of  Secured  Party  hereunder,  inure  to the  benefit  of  Secured  Party,  its
  successors,  endorsees and assigns.  This Security Agreement and the Obligations
  shall be governed in all  respects by the laws of the State of New York.  If any
  term  of this  Security  Agreement  shall  be held  to be  invalid,  illegal  or
  unenforceable,  the  validity  of all  other  terms  hereof  shall  in no way be
  affected  thereby.  Secured  Party is  authorized  to annex hereto any schedules
  referred  to herein.  Debtor  acknowledges  receipt  of a copy of this  Security
  Agreement.
  
           IN  WITNESS  WHEREOF,  the  undersigned  has  executed  or caused  this
  Security Agreement to be executed in the State of New York, the date first above
  set forth.
  
  (CORPORATE SEAL)                                     LAMINAIRE CORPORATION
  
                                                       By
                                                      (Name)
                                                      (Title)
  
                                 Trade Name (if any)
  
  Chief Place of Business:                  All location(s) of Collateral:
                                           (Also set forth the Section,
                                            Block and Lot where  there is  located
                                            any of the Collateral  which is or may
                                            be affixed to realty.)
  
  Other Places of Business:
  
  Location of Books and Records             Name of record owner of real estate
  Relating to the Collateral:               where any of the Collateral is or may
                                            be affixed to realty:
  
                                                         4
  Schedule A
  
           Collateral  shall mean and  include all of  Debtor's  right,  title and
  interest in and to:
  
           1.  All Accounts;
  
           2.  All Inventory;
  
           3.  All Equipment; and
  
           4. All  Proceeds and  products of any or all of the  foregoing,  to the
  extent not otherwise included.
  
  For purposes of this  Schedule A, the  following  terms shall have the following
  meanings:
  
                    "Accounts" shall mean all "accounts",  as such term is defined
           in Section  9-106 of the  Uniform  Commercial  Code as in effect on the
           date hereof in the State of New Jersey (the  "Code"),  in which  Debtor
           now or hereafter has any right, title or interest.
  
                    "Equipment"  shall  mean  all  "equipment",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Inventory"  shall  mean  all  "inventory",  as  such  term is
           defined in Section  9-109 of the Code, in which Debtor now or hereafter
           has any right, title or interest.
  
                    "Proceeds" shall mean  "proceeds",  as such term is defined in
           Section 9-306 of the Code including, but not limited to (i) any and all
           proceeds of any insurance,  indemnity,  warranty or guaranty payable to
           Debtor from time to time with  respect to any of the  Collateral,  (ii)
           any and all payments (in any form  whatsoever)  made or due and payable
           to  Debtor  from  time to  time in  connection  with  any  requisition,
           confiscation, condemnation, seizure or forfeiture of all or any part of
           the Collateral by any governmental  body,  authority,  bureau or agency
           (or any person,  corporation,  agency, authority or other entity acting
           under  color of  governmental  authority)  and  (iii) any and all other
           amounts from time to time paid or payable under or in  connection  with
           any of the Collateral.
  
                                                         5
  EXHIBIT 10.33  GUARANTY EXECUTED BY LAMINAIRE CORPORATION IN FAVOR OF NORWOOD
                 VENTURE CORP. DATED OCTOBER 16, 1997
  GUARANTY
  
      GUARANTY dated as of October 16 , 1997 made by the undersigned guarantor
  (the "Guarantor"), in favor of Norwood Venture Corp.  ("NVC").
  
       WHEREAS, NVC is, on the date hereof,  purchasing, at par, from Thermo-Mizer
  Environmental  Corp.,  a  Delaware  corporation  which owns all of the issed and
  outstanding  capital stock of the Guarantor (the  "Company"),  the Company's 12%
  Convertible  Note due November 1, 2002 in the principal  amount of $500,000 (the
  "Note") pursuant to a Convertible Note Purchase  Agreement dated the date hereof
  (the "Purchase Agreement") and the Company is transferring to the Guarantor part
  of the proceeds received by it from the sale of the Note; and
  
        WHEREAS,  it  is  a  condition  to  NVC's  consummating  the  transactions
  contemplated by the Purchase  Agreement that the Guarantor executes and delivers
  this Guaranty to NVC.
  
        NOW,  THEREFORE,  in  consideration of the premises and for other good and
  valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
  Guarantor hereby agrees for the benefit of NVC and the successors and assigns of
  NVC, as follows:
  
           Guaranty  of  Payment.   The  Guarantor  hereby   unconditionally   and
  irrevocably  guarantees for the benefit of NVC and the successors and assigns of
  NVC (a) the prompt and complete  payment when due (whether at the scheduled date
  for payment or on acceleration, including amounts which would become due but for
  the operation of the automatic stay under Section 362(a) of the Bankruptcy Code,
  11  U.S.C.  ss.362(a)  or any  successor  provision  thereto  or any  comparable
  provision  under  the laws of any  foreign  jurisdiction)  of all  indebtedness,
  obligations  and  liabilities  of the  Company  to NVC  under the Note (all such
  indebtedness,    obligations   and   liabilities   being   herein   called   the
  "Obligations"), and (b) the prompt and complete payment on demand of any and all
  reasonable  out-of-pocket expenses incurred by NVC in enforcing any rights under
  this Guaranty ("Expenses").
  
      No  Subrogation.  Notwithstanding  any  payment  or  payments  made  by  the
  Guarantor  hereunder or any setoff or  application  of funds of the Guarantor by
  NVC, the  Guarantor  shall not be entitled to be subrogated to any of the rights
  of NVC against the  Company or any  collateral  security or guaranty or right of
  offset held by NVC for the payment of the  Obligations,  nor shall the Guarantor
  seek any  reimbursement  from the  Company in respect  of  payments  made by the
  Guarantor hereunder.
  
       No Release of Guarantor's Obligations.  The Guarantor hereby consents that,
  without the  necessity of any  reservation  of rights  against the Guarantor and
  without notice to or further assent by the Guarantor:
  
       any  demand  for  payment  of any of the  Obligations  made  by NVC  may be
  rescinded by NVC;
  
       the Obligations, or the liability of the Company or any other party upon or
  for any part thereof,  or any collateral  security or guaranty therefor or right
  of offset with respect thereto,  may, from time to time, in whole or in part, be
  renewed,  extended,  amended,  modified,   accelerated,   compromised,   waived,
  surrendered or released;
  
       the Purchase Agreement, the Note and any agreement,  instrument,  schedule,
  annexure,  supplement,  collateral  security  document  or  guaranty,  or  other
  document delivered in connection therewith, may be amended,  modified,  renewed,
  extended, supplemented or terminated, in whole or in part; and
  
  AAL\Norwood\Thermo
  9/25/97
  any collateral  security or guaranty or right of offset at any time held by
  NVC  for  the  payment  of the  Obligations  may  be  sold,  exchanged,  waived,
  surrendered or released;
  
  all without the necessity of any reservation of rights against the Guarantor and
  without  notice to or further  assent by the  Guarantor,  and the Guarantor will
  remain  bound   hereunder,   notwithstanding   any  such   renewal,   extension,
  modification,  acceleration,  compromise,  amendment,  supplement,  termination,
  sale,  exchange,  waiver,  surrender or release. NVC shall have no obligation to
  protect,  secure, perfect or insure any collateral security document or property
  subject  thereto  at any  time  held as  security  for the  Obligations  or this
  Guaranty.  When making any demand hereunder against the Guarantor,  NVC may, but
  shall be under no  obligation  to,  make a similar  demand on the Company or any
  other obligor,  and any failure by NVC to make any such demand or to collect any
  payments  from the Company or any other obligor or any release of the Company or
  any  other  obligor  shall not  relieve  the  Guarantor  of its  obligations  or
  liabilities  hereunder,  and shall not impair or affect the rights and remedies,
  express or implied, or as a matter of law, of NVC against the Guarantor. For the
  purposes hereof,  "demand" shall include the commencement and continuance of any
  legal proceedings.
  
       Reliance;  Obligations  Absolute;  Etc.  The  Guarantor  waives any and all
  notice of the creation,  renewal, extension or accrual of any of the Obligations
  and notice of or proof of reliance by NVC upon this  Guaranty or  acceptance  of
  this Guaranty,  and the  Obligations,  and any of them,  shall  conclusively  be
  deemed to have been  created,  contracted  or  incurred  in  reliance  upon this
  Guaranty,  and all dealings  between the Company or the  Guarantor and NVC shall
  likewise be  conclusively  presumed to have been had or  consummated in reliance
  upon this Guaranty. The Guarantor waives notice of acceptance hereof, diligence,
  presentment,  protest,  notice of  protest,  demand  for  payment  and notice of
  default or nonpayment  to or upon the Company or the  Guarantor  with respect to
  the Obligations. This Guaranty shall be construed as a continuing,  absolute and
  unconditional   guaranty  of  payment  (and  not  merely  of  collection).   The
  obligations and liabilities of the Guarantor  hereunder shall not be conditioned
  or  contingent  upon the pursuit by NVC, or any other  person at any time of any
  right or remedy  against the Company or any other  person which may be or become
  liable  in  respect  of all or  any  part  of the  Obligations  or  against  any
  collateral  security  or  guaranty  therefor  or right of  offset  with  respect
  thereto.  This Guaranty  shall remain in full force and effect and be binding in
  accordance  with and to the  extent  of its  terms  upon the  Guarantor  and its
  successors and assigns, and shall inure to the benefit of NVC and the successors
  and  assigns  of NVC,  until  all the  Obligations  and the  obligations  of the
  Guarantor under this Guaranty shall have been  irrevocably  satisfied by payment
  in full.
  
       Reinstatement.  This  Guaranty  shall  continue  to  be  effective,  or  be
  reinstated,  as the case may be, if at any time payment, or any part thereof, of
  any of the  Obligations  is rescinded or must otherwise be restored or returned,
  and in each case shall have  actually been repaid,  by NVC upon the  insolvency,
  bankruptcy,  dissolution,  liquidation or  reorganization  of the Company or the
  Guarantor,  or upon or as a result of the appointment of a receiver,  intervenor
  or  conservator  of, or trustee  or  similar  officer  for,  the  Company or the
  Guarantor,  or any  substantial  part of their  property,  or otherwise,  all as
  though  such  payments  had not been made.  This  provision  shall  survive  any
  termination of this Guaranty.
  
       Payments.  The Guarantor agrees that any amounts for which the Guarantor is
  liable  hereunder  will be paid in  lawful  currency  of the  United  States  of
  America.  All payments  hereunder shall be made to NVC in immediately  available
  funds or such other funds and in such manner as NVC may require.
  
       No Waiver;  Remedies  Cumulative.  No failure to  exercise  and no delay in
  exercising,  on the part of NVC, any right,  power or privilege  hereunder shall
  operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
  right, power or privilege preclude any other or further exercise thereof, or the
  exercise of any other power or right.  The rights and remedies  herein  provided
  are cumulative and not exclusive of any rights or remedies provided by law.
  
                                                        -2-
  Waivers; Amendments;  Governing Law. No provision of this Guaranty shall be
  waived,  amended or supplemented  except by a written instrument executed by the
  Guarantor  and NVC.  This  Guaranty  shall be binding  upon the  successors  and
  assigns of the  Guarantor,  and shall,  together with the rights and remedies of
  NVC  hereunder,  inure to the benefit of NVC and the  successors  and assigns of
  NVC. The  Guarantor may not assign any of its rights or  obligations  under this
  Guaranty  without  the prior  written  consent of NVC.  This  Guaranty  shall be
  governed by and be construed and  interpreted in accordance with the laws of the
  State of New York.
  
       Severability.  Any  provision  of this  Guaranty  which  is  prohibited  or
  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
  to the extent of such prohibition or unenforceability  without  invalidating the
  remaining provisions hereof, and any such prohibition or unenforceability in any
  jurisdiction shall not invalidate or render  unenforceable such provision in any
  other jurisdiction.
  
       Notices. All notices, requests, demands or other communications pursuant to
  or in connection  with this Guaranty shall be given in writing (and shall become
  effective)  when  deposited  in the mails,  postage  prepaid,  addressed  to the
  Guarantor at the address set forth below, and to NVC at 1430 Broadway, New York,
  New York 10018 or to such other  address as shall be specified in writing by one
  to the other. No other method of giving notice is hereby precluded.
  
       Submission to Jurisdiction; Waiver of Jury Trial. The Guarantor agrees that
  any legal or equitable action or proceeding with respect to this Guaranty or the
  enforcement  thereof may be brought in any  Federal or State court of  competent
  jurisdiction  located  in the  City  of New  York  and  irrevocably  waives  any
  objection the  Guarantor  may now or hereafter  have as to the venue of any such
  action  or  proceeding  brought  in  such a  court  or  that  such  court  is an
  inconvenient  forum. The Guarantor consents to the service of process out of any
  of the  aforementioned  courts in any such  action or  proceeding  by mailing of
  copies  thereof by  registered  mail,  postage  prepaid,  such service to become
  effective five (5) business days after such mailing. Nothing herein shall affect
  NVC's right to serve process in any other manner  prescribed by law or the right
  to  bring  legal  or  equitable   actions  or  proceedings  in  other  competent
  jurisdictions.  Any judicial  proceeding by the Guarantor against NVC involving,
  directly or  indirectly,  any matter in any way  arising  out of,  related to or
  connected  with this  Guaranty  shall be brought only in a court  located in the
  City of New York.
  
                    THE  GUARANTOR  HEREBY  WAIVES  TRIAL BY JURY IN ANY  JUDICIAL
  PROCEEDING  BROUGHT BY THE GUARANTOR OR NVC  INVOLVING,  DIRECTLY OR INDIRECTLY,
  ANY  MATTER  IN ANY WAY  ARISING  OUT OF,  RELATED  TO, OR  CONNECTED  WITH THIS
  GUARANTY.
  
                                LAMINAIRE CORPORATION
  
                                By:__________________________________
  
  Address for Notices:
  
  Laminaire Corporation
  528 Oritan Avenue
  Ridgefield, New Jersey 07657
  
  Attention: Jon Darcy
              Charles Garay
  
                                                        -3-
  STATE OF NEW YORK      )
                                        : SS.:
  COUNTY OF NEW YORK  )
  
       On this day of October,  1997, before me personally came , to me known, who
  by me duly sworn, did depose and say that deponent resides at
                                   ,
  that deponent is the of Laminaire Corporation,  the corporation described in and
  which  executed the  foregoing  Guaranty,  that  deponent  knows the seal of the
  corporation,  that the seal affixed to the Guaranty is the corporate  seal, that
  it was affixed by order of the board of directors of the  corporation;  and that
  deponent signed deponent's name by like order.
  
                                                         Notary Public
  
                                                        -4-