PROMISSORY NOTE

$275,958.27 US                                                 January 23, 1997

     FOR VALUE RECEIVED,  the  undersigned,  ENVIROMETRICS,  INC., a corporation
organized  and  existing  under the laws of the State of  Delaware  (hereinafter
referred  to as  "Payor"),  promises  to pay to  PRECISION  SOUTHEAST,  INC.,  a
corporation existing under the laws of the State of South Carolina  (hereinafter
referred to as 'Payee"), at such place as Payee may from time to time designate,
the aggregate principal amount of Two Hundred Seventy-Five Thousand Nine Hundred
Fifty Eight Dollars and twenty seven cents ($275,958.27 US) (the "Principal") as
provided below.

Principal and interest due hereunder shall be due and payable as follows:

Subject  to  the  provisions  of  paragraph  3  below,  Forty  Thousand  Dollars
($40,000.00 US) of the Principal  balance hereof  outstanding shall be paid upon
receipt of the proceeds of the Miller Note  Receivable,  in the Principal amount
of Two  Hundred  Thirty  Thousand  Dollars  ($230,000.00),  held by Payor,  with
interest paid monthly on the Forty Thousand Dollars Principal  portion,  and One
Hundred  Twenty-Two  Thousand Dollars  ($122,000.00 US) of the Principal balance
hereof  outstanding  shall be paid over a three year period based on a four year
amortization including accrued interest thereon, commencing January 21, 1997 and
on each 21st of the following month until all Remaining Principal due under this
Note is paid in full; provided,  in any event that all sums clue hereunder shall
be due and payable on December  21, 2000 (the  "Maturity  Date").  Seventy-Eight
Thousand Dollars  ($78,000.00) of the principal balance hereof outstanding shall
be converted to equity upon execution of a stock subscription agreement..

Any unpaid  principal on this Note shall be due and payable in full with accrued
interest  thereon on the  settlement  date of any sale by the  Payor,  public or
private,  of its securities of any  character,  if the net proceeds to the Payor
from such sale,  after the payment of fees and expenses  incurred in  connection
with the sale, equal or exceed the sum of $1,000,000.00 US..

The  principal  due under this Note,  or the sums paid  pursuant to  Paragraph 2
above,  shall bear interest at the rate of Twelve Percent (12%) per annum on the
Principal  outstanding hereunder from time to time on all invoices secured under
this note agreement over sixty (60) days from date of invoice.

This  Note may be  prepaid  in  whole  or in part by  Payor at any time  without
penalty.  Payments  shall be  applied  first  to  accrued  interest  and then to
Principal.  All payments due hereunder are payable in lawful money of the United
States of America, which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment.

In the event of (a) the making of any payment  payable  hereunder more than (20)
days  after  each such  payment  is due  hereunder,  or (b) any  default  in the
performance  of any other  covenant or  agreement  contained in this Note within
(60) days after such  performance  is due, or (c) the filing of a petition by or
against  Payor under the  provisions  of any state  insolvency  law or under the
provisions of the Federal Bankruptcy Code, or such a filing against Payor, which
is not dismissed  within sixty (60) days  thereafter,  or (d) any  assignment by
Payor  for  the  benefit  of  creditors,  or (e)  the  transfer  by  Payor  of a
substantial  portion of assets,  except for transfers in the ordinary  course of
business  or  for  fair   consideration   or  pursuant  to  a  potential  merger
contemplated by execution of a letter of  understanding of Payor or an affiliate
of Payor,  or (f) if any  representation  or warranty made by Payor herein shall
prove to have been false or materially  misleading  when made,  then an Event of
Default shall be deemed to exist hereunder.  Upon the occurrence and at any time
during the continuance of an Event of Default, at the option of Payee, the whole
of the Principal,  all accrued interest thereon and any other sums due hereunder
shall immediately become due an payable upon written notice by Payee to Payor.

From and after the Maturity  Date of this Note,  as the result of a declaration
of maturity or otherwise,  and  including  any period  subsequent to obtaining a
judgment by Payee,  until paid in full, the entire  Principal  balance and other
amounts  remaining due and unpaid  hereunder  shall bear interest at the rate of
Fourteen Percent (14%) per annum,  compounded annually.  Failure to exercise any
right which Payee may be entitled to by virtue of an Event of Default, shall not
constitute  a waiver of any other rights in respect of any  subsequent  Event of
Default, whether of the same or different nature.

Payor shall pay Payee on demand all  reasonable  costs and expenses  incurred by
Payee in the  enforcement  of the  provisions  of the  Note,  including  but not
limited to reasonable  attorneys'  fees and legal  expenses.  All such costs and
expenses shall constitute a part of the sums due under this Note.

Payor  waives  presentment,  protest and demand,  notice of protest,  demand and
dishonor and nonpayment of this Note.

This Note shall be governed as to validity, interpretation, construction, effect
and in all other  respects by the laws of the State of South  Carolina,  without
regard being given to its  conflicts  of law  principles.  Further,  the parties
agree by execution of this note  hereinbelow  that the  exclusive  forum for all
collection activities shall be in the State of South Carolina.

If any term or provision of this Note or the  application  thereof  shall to any
extent be invalid or  unenforceable, the  remainder of this  instrument  or the
application of such terms to persons or circumstances  other than those to which
any provision is held invalid or unenforceable shall not be affected thereby,

This Note may not be modified orally, but only by an agreement in writing signed
by the party or parties  against whom  enforcement of any such  modification  is
sought. The remedies set forth herein in all instances are not exclusive but are
cumulative and in addition to all other remedies which may exist.

Dated as of the date first stated above.

                                        ENVIROMETRICS, INC.
                                        Walter H. Elliott, III.


                               SECURITY AGREEMENT

                                   SECTION ONE
                          CREATION OF SECURITY INTEREST

     ENVIROMETRICS,   INC.  (the  "Debtor"),  a  Delaware  corporation,  has  an
outstanding  balance of trade amounts of $275,958.27  (the  "Indebtedness")  has
executed  and  delivered  its  promissory  note  dated  the date  hereof  in the
principal amount of Two Hundred  Seventy-Five  Thousand Nine Hundred Fifty Eight
Dollars  and  twenty  seven  cents  ($275,958.27  US) (such  note,  as it may be
amended,  renewed or extended  from time to time) to PRECISION  SOUTHEAST,  INC.
(the "Secured Party"), a South Carolina  Corporation.  The Note provides for the
repayment of principal and the payment of interest thereon and of other fees and
charges set forth therein. Such principal,  interest, fees and other charges are
referred to collectively herein as the "Note Indebtedness".

     In order to secure the payment of the  Indebtedness  in accordance with the
terms of the Note, the Debtor hereby sells, assigns, transfers and grants to the
Secured  Party a  security  interest  in all of the  Debtor's  right,  tire  and
interest in and to that certain Promissory Note by and between Dr. James Miller,
MD and  Envirometrics,  Inc.,  dated  December 19,  1996,  in tile amount of Two
Hundred  Thirty  Thousand  Dollars  ($230,000  US), a copy of which is  attached
hereto as  Attachment A and that certain  promissory  Note by and between  Trico
Envirometrics,  Inc. and Envirometrics,  Inc., dated as of July 26, 1996, in the
amount  of Six  Hundred  Thousand  Dollars  ($600,000  US),  a copy of  which is
attached hereto as Attachment B and expressly  incorporated  herein by reference
(the "Trico Note") and (2) any proceeds of the Trico Note or the Gillette Pledge
Agreement.  In  addition,  a security  interest is  assigned  and granted to all
tools,  mold and other equipment owned by the Debtor and located on the premises
of tile  Secured  Party (all the items  described  in clauses  (1) and (2) being
collectively referred to as the "Collateral").


                                   SECTION TWO
                         RIGHTS OF DEBTOR IN COLLATERAL

     Debtor  warrants (1) that it is the owner of the  Collateral  free from any
adverse  lien,  security  interest,  or  encumbrance,  except  for the  security
interest  granted hereby that the Debtor has committed  through an assignment of
collateral  proceeds  executed  December  20,  1996,  and  that the  Debtor  has
committed through an assignment of collateral proceeds executed January 21, 1997
(2) that it has the right and  authority to enter into this  Agreement,  and (3)
that it will defend the Collateral against all claims and demands of any and all
persons claiming the Collateral or any interest therein, subject to the Debtor's
Security Interest. The Debtor hereby declares tile Debtor's Security Interest to
be subordinate in priority to the security  interest granted hereby,  and agrees
to file an  appropriate  notice of such  subordination  in nil offices where the
Financing  Statement(s) (as defined below) is/are filed,  concurrently  with the
execution and delivery of this Agreement.

                       SECTION THREE FINANCING STATEMENTS

     The Debtor has filed financing  statement(s) (the "Financing  Statements"),
with respect to the Debtor's Security Interest in the office(s) of the Secretary
of  State  of  South  Carolina  (and the  Charleston  county  Register  of Mesne
Conveyances),   Debtor  warrants  that  other  than  the  Financing  Statements,
additional  financing statements related to Shakespeare Partners Limited and The
United States Company covering any of the Collateral or any proceeds thereof are
also on file in any public office. At the request of Secured Party, Debtor shall
join  with  the  Secured  Party in  executing  on or more  financing  statements
pursuant to the Uniform Commercial Code of South Carolina in a form satisfactory
to Secured Party.  Debtor shall pay the cost of filing such financing  statement
or statements,  or filing or this Agreement,  in all public offices where filing
or recording is deemed by Secured Party to be necessary or desirable.


                                  SECTION FOUR
                               SALE OR ASSIGNMENT

     Debtor shall not sell or offer to sell or otherwise transfer  Collateral or
any interest therein without the written consent of Secured Party.

                              SECTION FIVE DEFAULT

     "Default"  under this  Agreement  shall mean the  occurrence of an Event of
Default under and as defined in the Note.

                              SECTION SIX REMEDIES

     On  Default  hereunder  and at any  time  during  the  continuance  of such
Default,  Secured  Party shall have the  remedies  of a Secured  Party under the
Uniform  Commercial  Code of the State of South Carolina.  Upon Default,  Debtor
agrees to assemble and make  available to the Secured Party the  collateral at a
place  and time  convenient  to both  parties  together  with all  documents  or
instruments  reasonable  necessary  to assign  or  otherwise  transfer  Debtor's
interest in the  Collateral  to the  Secured  Party as has been agreed to by the
Secured Party through an assignment of collateral proceeds executed December 20,
1996,  and through an  assignment of collateral  proceeds  executed  January 21,
1997.

                              SECTION SEVEN WAIVER

     Any waiver by Secured Party of any Default  hereunder shall not be deemed a
waiver of any other Default or of the same Default on a future occasion.

                                  SECTION EIGHT
                               EFFECT OF AGREEMENT

     All rights of Secured  Party  hereunder  shall  inure to the benefit of its
successors and assigns,  and all obligations of Debtor shall bind the successors
and assigns of Debtor.

     This Agreement shall become effective when signed by Debtor,

     IN WITNESS WHEREOF, the parties have executed this agreement as of the 23rd
of January, 1997.


DEBTOR: ENVIROMETRICS, INC.
By: Walter H. Elliott III Its:    President

SECURED PARTY: PRECISION SOUTHEAST, INC

By:  S. Richard Averette
Its: President