
<PAGE>   1

                                                                      EXHIBIT  6


ORGANIZATION AND COMPENSATION OF THE BOARD OF DIRECTORS

The Board of Directors has an executive committee (the "Executive Committee"),
an audit committee (the "Audit Committee"), and a compensation committee (the
"Compensation Committee").  The members of such committees are identified under
"Directors".  The Board of Directors has no standing nominating committee.

The Executive Committee has the authority to exercise all but certain specified
powers of the Board of Directors when the Board is not in session.  The
Executive Committee did not hold any meetings in fiscal 1995.

The Audit Committee recommends to the Board of Directors the appointment of the
independent auditors of the Company, reviews the scope of audits, reviews and
recommends to the Board of Directors financial reporting and accounting
practices, reviews the adequacy of the system of internal accounting control of
the Company, and has responsibility with respect to audit matters generally.
The Audit Committee held one meeting in fiscal 1995.

The Compensation Committee approves, or in some cases recommends to the Board
of Directors, remuneration arrangements and compensation plans involving the
Company's directors, officers, and employees and administers the Employees
Savings and Retirement Plan described below.  The Compensation Committee held
one meeting in fiscal 1995.

The Board of Directors held four meetings during fiscal 1995.  At intervals
between formal meetings, members of the Board are provided with information
regarding the operations of the Company and are consulted informally from time
to time with respect to pending business.  No Director attended fewer than 75%
of the aggregate of (i) the total number of meetings of the Board of Directors
and (ii) the total number of meetings held by all committees on which he served
during fiscal 1995.

                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid by the Company to its
Chief Executive Officer who was the only executive officer of the Company whose
salary and bonus from the Company for services rendered during fiscal 1995
exceeded $100,000.

<TABLE>
<CAPTION>
                                                             ANNUAL COMPENSATION
                                                     ----------------------------------
NAME AND PRINCIPAL POSITION           FISCAL YEAR    SALARY (1)    BONUS   OTHER (2)(3)
- ---------------------------           -----------    ----------    -----   ------------
<S>                                      <C>          <C>            <C>     <C>
Randolph M. Moity                        1995         $293,751       --      $11,344
Chairman and Chief Executive Officer     1994          275,000       --       12,224
                                         1993          275,000       --        1,136
</TABLE>
- ---------------
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         (1)     Does not include perquisites and other benefits, the aggregate
                 amount of which did not exceed, with respect to the named
                 individual, the lesser of $50,000 or 10% of the total of such
                 individual's annual salary and bonus for the year shown.

         (2)     Consists of contributions made by the Company to its Savings
                 and Retirement Plan on behalf of the named executive, car
                 allowance and director's fees.

         (3)     Mr. Moity was not eligible to participate in the Company's
                 Employees' 1991 Incentive Compensation Program (the "1991
                 Program") during fiscal years 1993 and 1994, and although he
                 was eligible to participate in such program during fiscal year
                 1995, no award was made to him during such year.  Mr.  Moity
                 was not eligible to participate in the Company's 1994
                 Non-Employee Directors' Incentive Compensation Program (the
                 "1994 Program") during the years shown.



EMPLOYMENT AGREEMENTS

The Company has an employment agreement with Mr. Randolph M. Moity pursuant to
which he is employed by the Company as Chairman, Chief Executive Officer and
President for a three-year term expiring in October 1997.  Under such
agreement, Mr. Moity receives a salary of $300,000 per year plus a quarterly
bonus of up to 5.0% of the Company's profit before taxes, with a maximum annual
bonus of $250,000 per year.  Mr. Moity did not accept the bonus to which he was
entitled for the fiscal years ended June 30, 1995, June 30, 1994 and June 30,
1993.  The employment agreement with Mr. Moity contains a covenant that, upon
the expiration or termination of the agreement, Mr. Moity will not compete with
the Company for a period of two years from the date of such expiration or
termination.  Prior to October 1994, Mr. Moity served as Chairman and Chief
Executive Officer of the Company pursuant to a similar three-year employment
contract with the Company.  Mr. Moity's salary under such contract was $275,000
per year and his bonus was 2.5% of the Company's profit before taxes, with a
maximum bonus of $250,000 per year.

The Company also had an employment agreement with Mr. Kenneth J. Boutte
pursuant to which he was employed by the Company as President and Chief
Operating Officer for a three year term that expired in December 1994.  Under
such agreement, Mr.  Boutte received a salary of $200,000 per year and was
entitled to a quarterly bonus of up to 2.5% of the Company's profit before
taxes, with a maximum bonus of $250,000 per year.  Mr. Boutte did not accept
the bonus to which he was entitled for the fiscal years ended June 30, 1995,
June 30, 1994 and June 30, 1993.  The employment agreement with Mr.  Boutte
contained a covenant that, upon the expiration or termination of the agreement,
Mr. Boutte would not compete with the Company for a period of two years from
the date of such expiration or termination.  Mr. Boutte' employment agreement
terminated in December 1994 at which time he resigned as President and Chief
Operating Officer of the Company.
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COMPENSATION OF DIRECTORS

Directors receive an annual retainer of $5,000 plus a stipend for each Board or
committee meeting attended, with the aggregate of such stipend not exceeding
$2,500 per year per director.  All directors are reimbursed for travel and
other related expenses incurred in attending Board and committee  meetings.
The Company maintains errors and omissions directors and officers liability
insurance for its executive officers and directors.

1994 NON-EMPLOYEE DIRECTORS' INCENTIVE COMPENSATION PROGRAM

Under the terms of the 1994 Non-Employee Directors' Incentive Compensation
Program, directors who, as of the date of award, are not employees of the
Company or any of its subsidiaries may elect to receive their annual retainer
fee in either cash or an equivalent amount of Company securities, or partly in
cash and partly in Company securities.  At present, all of the directors except
Mr. Moity are eligible non-employee directors.  Mr. Boutte became eligible upon
his resignation as President and Chief Operating Officer in December 1994.  The
terms of the 1994 Program are in all other respects the same as those of the
Employees' 1991 Incentive Compensation Program which is described below under
the heading Executive Compensation - Employees' 1991 Incentive Compensation
Program.  Mr. Moity, the Chairman of the Board, administers the 1994 Program.

EMPLOYEES' 1991 INCENTIVE COMPENSATION PROGRAM

Under the 1991 Program, all employees and certain other individuals may receive
stock incentives and/or cash incentives.  Six types of awards may be granted
under the 1991 Program: (i) incentive stock options and non-statutory stock
options; (ii) stock appreciation rights; (iii) stock awards; (iv) restricted
stock; (v) performance shares; and (vi) cash awards and loans.  An aggregate of
200,000 shares of Common Stock may be issued pursuant to the 1991 Program (such
number being subject to antidilution adjustments under certain circumstances).
Shares awarded pursuant to the 1991 Program may consist of previously unissued
shares or issued shares held as treasury shares.  Presently, plan participants
and awards to participants are determined by the Compensation Committee of the
Board of Directors.  Certain of the awards are subject to vesting requirements.
Upon certain changes in control of the Company, all restrictions imposed on
awards under the 1991 Program will lapse, all unvested rights will vest, and
all stock options and similar rights granted under the plan will become fully
exercisable, subject to certain limitations imposed by the plan.

The recipient of a restricted stock award is the record owner of the shares
awarded.  As such, the recipient may vote the shares covered by the award and
receives dividends with respect thereto, but generally may not sell, pledge, or
otherwise transfer such shares until the restriction period imposed by the
Compensation Committee comes to an end.

During the fiscal years ended June 30, 1995, June 30, 1994 and June 30, 1993,
no awards under the 1991 Program were made to the individual named in the
Summary Compensation Table above.
<PAGE>   4
EMPLOYEES SAVINGS AND RETIREMENT PLAN

The Company maintains a 401(k) and Profit Sharing Plan (the "Retirement Plan")
that generally covers all full time employees, provided that they first become
eligible to participate by completing 1,000 hours of employment within a
calendar year.  Outside directors do not participate in the Retirement Plan.

Under the Retirement Plan, the Company in its discretion, may make
contributions to the Retirement Plan in Common Stock.  Participants share in
each Company contribution in the proportion that their compensation bears to
the total compensation of all participants.  Compensation for this purpose does
not include bonuses and may not exceed $200,000 in the case of any one
participant.  Vesting as to Company contributions begins after one year of
employment, with full vesting occurring after five years or upon death or
retirement.

Participants in the Retirement Plan are not required to make any contributions
thereto.  However, participants may elect to have their compensation reduced by
an amount up to 15% of their compensation, including bonuses, and have such
amount contributed to the Retirement Plan.  Such salary deferred contributions
cannot exceed certain dollar limitations provided in the Internal Revenue Code
($9,240 in 1995).  Participants are always 100% vested as to their salary
deferred contributions.

The Company matches a participant's salary deferred contributions by
contributing to the Retirement Plan Common Stock equal in value to 25% of the
first 4% of the participant's salary deferrals for the quarter.  The Company's
matching contribution cannot exceed 1% of the participant's compensation.  For
the fiscal year ended June 30, 1995, Company matching contributions to the
Retirement Plan totaled $36,048 in Common Stock.

At June 30, 1995, 90 of the 221 employees of the Company were participating in
the Retirement Plan.

                              CERTAIN TRANSACTIONS

From July 1992 until March 1995, the Company leased office space for its
corporate headquarters in Lafayette, Louisiana from a corporation in which Mr.
Moity, the Company's Chairman and Chief Executive Officer, had a substantial
interest.  The term of such lease was 10 years commencing July 1, 1992.  The
base rental during the first five years of this lease was $11,781 per month.
On July 1, 1993, the Company began leasing additional office space from the
same corporation.  The term of such lease was three years and the rental was
$2,445 per month.  In March 1995, the office building was sold to an
unaffiliated third party.  The Company continues to lease space in the office
building at prevailing market rates.  In March 1995, Mr. Moity purchased the
building which houses the Company's laboratory.  The Company leases 12,000
square feet in such building at a monthly rate of $7,000.

The Company leases from Mr. Moity certain real property and buildings located
in New Iberia, Louisiana.  The property consists of 8.1 acres and three
buildings totalling approximately 14,000 square feet.  The lease expires on
July 1, 2005, with a ten-year renewal option in favor
<PAGE>   5
of the Company.  The annual rental is $48,000, but may increase as a result of
ongoing negotiations between the Company and Mr. Moity related to certain
improvements that may be made to the property.  In addition, the Company
currently leases from Mr. Moity's mother certain real property located in New
Iberia, Louisiana.  The lease expires on July 1, 2005, with a ten-year renewal
option.  The annual rental is $12,000.

For a 60 day period beginning on November 23, 1994, Mr. Moity pledged to the
bank 425,000 shares of his stock in the Company (the "Pledged Shares") to
provide up to $1.5 million of additional collateral under the Company's line of
credit.  The line of credit with the bank provided for maximum indebtedness of
the lesser of $7 million or 80% of eligible accounts receivable.  During the 60
day period, the maximum indebtedness under the line of credit could not exceed
the lesser of $7 million or the sum of (i) 80% of eligible accounts receivable
and (ii) the lesser of $1.5 million or 60% of the fair market value of the
Pledged Shares.  For a portion of the 60 day period, the Company borrowed the
maximum additional amount provided by the Pledged Shares.  After the 60 day
period, the pledge expired, the Pledged Shares were returned to Mr. Moity, and
the maximum indebtedness under the line of credit reverted to the lesser of $7
million or 80% of eligible accounts receivable.

During fiscal 1995, the Company borrowed $100,000 from Mr. Moity.  This loan
bore interest at New York Prime plus one percent (10.0% at June 30, 1995).
Interest expense in fiscal 1995 related to this loan was approximately $6,400.
The Company repaid this loan in full on September 15, 1995.

The Company also leases one of its locations from the father of Mr. Boutte, a
Director and former President of the Company, at a current rate of
approximately $4,000 per month.  Such lease terminates on February 25, 2001,
and is subject to annual rent escalations.

Management believes that the terms of the foregoing transactions are reasonable
and no less favorable to the Company than terms available from unaffiliated
third parties.

The Company has entered into an Exclusive Marketing Agreement, dated October
12, 1994 (the "Marketing Agreement"), with Meridian Technologies, Inc.,
("Meridian"), a Delaware corporation, pursuant to which Meridian is granted the
exclusive right to market products manufactured by a chemical evaporation
facility (the "Facility") to be built and operated by the Company in Manistee,
Michigan.  The Company will compensate Meridian for its marketing services by
paying Meridian 18% of all pre-tax profit derived from the sale of products
produced by the Facility.  Meridian will be paid such compensation on products
produced from the Facility that are used by the Company as well as those sold
to third parties.

In addition to the above described compensation, the Company will pay Meridian
a minimum or base compensation of $210,000 annually, subject to certain minimum
performance requirements.

The Company has also entered into a credit agreement with Meridian pursuant to
which the Company has agreed to lend to Meridian up to $290,320.  As of the
date of this proxy statement Meridian has borrowed $179,802 pursuant to the
terms of the credit agreement.
<PAGE>   6
Advances made by the Company under the credit agreement bear interest from the
date of each advance until paid at the rate of New York Prime plus two percent
per annum.

David L. Bush, Vice President--Marketing of the Company is the owner of 20% of
the outstanding common stock of Meridian.  The Company has call options from
each of the shareholders of Meridian pursuant to which it can purchase 82% of
their respective interests in Meridian for a total purchase price of $25,420.

                        COMPENSATION COMMITTEE REPORT ON
                             EXECUTIVE COMPENSATION

During fiscal 1995, the Compensation Committee of the Company's Board of
Directors (the "Committee") was composed of James C. Roddy, Richard M. Currence
and Harry E. Barsh, Jr., each of whom is an outside director of the Company.
This report describes the elements of the Company's executive officer
compensation program and the basis on which fiscal 1995 compensation
determinations were made by the Committee with respect to the executive
officers of the Company, including the officer named in the Summary
Compensation Table included in this proxy statement.

EXECUTIVE COMPENSATION POLICY

The Company's executive compensation policy is to ensure that executive
compensation is linked directly to continuous improvements in corporate
performance and increases in stockholder value, while at the same time ensuring
that key employees are motivated and retained.  The Company seeks to implement
this policy by (1) setting compensation levels that are externally competitive
and internally equitable, (2) interrelating annual executive compensation with
the results of individual performances and overall Company performance, and (3)
motivating executives and key employees towards achieving long-term strategic
results by aligning employee and stockholder interests through the increased
value of the Company's stock.

COMPONENTS OF EXECUTIVE COMPENSATION

The Committee reviews the Company's compensation programs to ensure that
remuneration levels and incentive opportunities are competitive and reflect
performance.  The Company's executive compensation program includes base
salary, annual cash bonuses and incentive compensation awards, each of which is
tied to performance, as well as a savings and retirement plan.

Base Salary.  The Committee reviews the performance of each senior executive
officer individually with the Chief Executive Officer and determines an
appropriate salary level for each senior officer based primarily on individual
performance, with Company performance and industry conditions taken into
account.  For fiscal year 1995, acting on recommendations made by the Chief
Executive Officer, base salary increases were approved for two of the executive
officers.
<PAGE>   7
Cash Bonus Program.  The Company's officers are eligible to participate in an
annual bonus program.  Individual performance, as well as Company performance,
industry conditions and strategic objectives are considered in making awards,
which are payable in cash.  These awards are recommended by the Chief Executive
Officer to the Committee and approved by the Board.  After consideration of the
Company's financial performance during fiscal year 1995, no cash bonuses were
awarded.

Incentive Compensation Program.  The Committee strongly believes that by
providing those persons who have substantial responsibility for the management
and growth of the Company with an opportunity to increase their ownership of
Company stock, the best interests of stockholders and executives will be
closely aligned.  Therefore, executives, as well as all other full-time
employees, of the Company are eligible to receive incentive compensation awards
from time to time.  The nature and amount of awards made to executive officers
are based on competitive practices as well as individual and Company
performance.  As a result of the Company's financial performance in fiscal year
1995, no incentive compensation awards were made.

Savings and Retirement Plan.  All full-time employees of the Company who have
completed one year of eligibility service, including its executive officers,
are eligible to participate in the Company's Savings and Retirement Plan
described in the proxy statement on page 7.  For fiscal year 1995, the employer
contributions represented approximately .4% of the Company's fiscal year 1995
salary and benefits.  Reference is made to the discussion of the Savings and
Retirement Plan in this proxy statement and to footnote 2 on page 5 for the
contributions credited to the accounts of the named executive officer included
in the Summary Compensation Table.

FISCAL YEAR 1995 COMPENSATION OF CHIEF EXECUTIVE OFFICER

In considering the compensation for the Chief Executive Officer for fiscal year
1995, the Committee reviewed the existing compensation arrangement and both
Company and individual performances.  The 1994 employment agreement between the
Company and Mr. Moity was designed to provide him with a fully competitive base
salary and annual incentive opportunities.  See "Employment Agreements".
Because of the nature of the 1994 employment arrangement, the Committee has
made the following determinations regarding the compensation of Mr. Moity:

         (1)     The base salary for Mr. Moity remains unchanged from the base
                 salary that was authorized in the 1994 employment agreement.
                 The Committee determined that Mr. Moity's base salary
                 continues to be at the desired competitive level relative to
                 industry standards.

         (2)     The Committee accepted the waiver by Mr. Moity of the bonus
                 awards for the first and second quarters of fiscal year 1995.
                 No bonus was due for the third or fourth quarter of fiscal
                 year 1995.
<PAGE>   8
SUMMARY

After its review of all existing programs, the Committee continues to believe
that the total compensation program for executives of the Company is
competitive with the compensation programs provided by other corporations with
which the Company competes.  It further believes that continuing to link
executive compensation to individual and Company performances results in
alignment of compensation with corporate goals and stockholder interest.  As
performance goals are met or exceeded, resulting in increased value to
stockholders, executive officers are to be rewarded commensurately.  The
Committee believes that compensation levels during fiscal year 1995 adequately
reflect the compensation goals and policies of the Company.


                         COMPENSATION COMMITTEE OF THE
                               BOARD OF DIRECTORS
                            James C. Roddy, Chairman
                              Richard M. Currence
                              Harry E. Barsh, Jr.
