COLLATERAL ASSIGNMENT OF PROCEEDS

     COLLATERAL ASSIGNMENT OF PROCEEDS (this "Assignment"),  dated as of January
I, 1997,  by and among  ENVIROMETRICS,  INC.  (Envirometrics,  Inc. or any other
person or entity succeeding to the fights of Envirometrics, Inc. with respect to
any of the Collateral,  as hereinafter defined,  being the "Debtor"), a Delaware
corporation;  and SHAKESPEARE  PARTNERS,  LP  ("Shakespeare"),  a South Carolina
limited partnership;  THE UNITED STATES COMPANY ("USC"), a Virginia corporation;
RICHARD BENNETT ("Bennett"),  an individual resident of South Carolina;  CHARLES
F. FEIGLEY  ("Feigley"),  an individual  resident of South  Carolina;  PRECISION
SOUTHEAST, INC. ("PSI"), a South Carolina corporation;  TEN STATE STREET, L.L.P.
("10 State"),  a South Carolina  limited  liability  partnership;  and WALTER H.
ELLIOTT III ("Elliott"), an individual resident of South Carolina.  Shakespeare,
USC,  Bennett,  Feigley,  PSI, 10 State and Elliott are hereinafter  referred to
collectively  as the  "Secured  Parties"  and each  individually  as a  "Secured
Party";  Bennett and Feigley are sometimes hereinafter referred to as the "Lease
Guarantors".

Preliminary  Statement

     Debtor is indebted  to  Shakespeare  in the  principal  mount of  $200,000,
evidenced by a promissory note or notes duly executed by Debtor and delivered to
Shakespeare  (such mount,  together with  interest  thereon at the rate or rates
specified in such note(s) and together with any costs,  expenses,  fees or other
charges specified in such note(s), being the "Shakespeare Debt").

     Debtor is indebted to USC in the principal amount of $186,000, evidenced by
two  promissory  notes dated  December  24,  1996 (such  amount,  together  with
interest  thereon at the rate or rates  specified in such note and together with
any costs,  expenses,  fees or other charges  specified in such note,  being the
"USC Debt").

     Debtor has entered  into a Lease with James W.  Miller,  M.D.,  as landlord
("Miller"),  dated the date  December  20, 1996 (the  "Lease"),  of certain real
property in which  Debtor's  main offices are located.  Miller has required as a
condition to his execution of the Lease that' Debtor's performance thereunder be
unconditionally  guaranteed by the Lease Guarantors (the "Lease Guaranty"),  and
the Lease  Guarantors has  accordingly  executed the required  guaranties on the
Lease  instrument.  Therefore,  Debtor now has a  contingent  liability to Lease
Guarantors in the amount of any payment or payments  that such Lease  Guarantors
may make in the Future pursuant to the relevant Lease guaranty (such  contingent
liability,  as further  defined  in clause  (3)(B)  below)  being in each case a
"Lease  Liability").  The  total  amount  of the  Lease  Liability  of the Lease
Guarantors shall not exceed $66271 in the aggregate.

     Debtor is indebted  to PSI in the  aggregate  mount of  $122,000  (the 'PSI
Debt"), representing part of the unpaid portion of the purchase price of certain
goods sold and delivered by PSI to Debtor.

     Debtor is indebted to 10 State in the aggregate  amount of $55,000 (the "10
State Debt")  representing  the unpaid  portion of legal fees for legal services
rendered by Ten State Street to the Debtor and its affiliates since 1995. The 10
State Debt is evidenced by a promissory note dated the date hereof,  executed by
the Debtor and delivered to 10 State.

     Debtor is  indebted  to  Elliott  in the  principal  amount  of  $15,038.00
evidenced by a  promissory  note dated  December 31, 1996 (such amount  together
with interest  thereon at the rate or rates  specified in such note and together
with any costs, expenses, fees or other charges specified in such note being the
"Elliott Debt").

     The  Shakespeare  Debt,  the USC Debt,  PSI Debt, 10 State Debt and Elliott
Debt are sometimes hereinafter collectively referred to as the "Secured Debts".

     Trico Engineering Consultants, Inc. ("Trico") has executed and delivered to
the Debtor Trico's Promissory Note dated July 26, 1996 (the "Trico Note") in the
principal amount of $600,000.  The Trico Note is secured by a Security Agreement
dated July 26, 1996 (the "Trico Mortgage"), and by a Pledge Agreement dated July
26,  1996  (the  "Pledge  Agreement"),  each  executed  by Trico in favor of the
Debtor.  Payment of the Trico Note is also  personally  guaranteed  by Andrew C.
Gillette  ("Gillette")  under a Pledge Agreement dated July 26, 1996 executed by
Gillette in favor of the Debtor (the "Gillette Guaranty"; the Gillette Guaranty,
the Pledge  Agreement and the Trico  Mortgage being  collectively  the "Security
Documents").  The Trico Note  provides  for monthly  payments of  principal  and
interest in  accordance  with the  schedule  set forth in Exhibit A hereto (each
such payment being a "Trico Note Payment").

     NOW, THEREFORE, the parties agree as follows:

     Section I.  Acknowledgment  of Other Debt:  Effect of Payment.  The parties
acknowledge  that Debtor is or may be indebted to one or more Secured Parties in
mounts and by instruments not described in this  Assignment,  and agree that any
such other  indebtedness is entirely outside the scope of this Assignment,  does
not affect any rights of the parties to this  Assignment,  and is not secured by
this Assignment.

     The  receipt of payments of Proceeds  (as  hereinafter  defined)  hereunder
shall not affect the right of any Secured Party to timely payment in full of the
debt owed to such Secured Party and secured hereby.

     This Assignment shall terminate and become void when all Proceeds have been
received  by Debtor  (or, as the case may be, by the  relevant  Secured  Parties
directly  pursuant to the Escrow Agreement) and paid over in accordance with the
terms  hereof;  except  that the  provisions  of  Section 3 shall  survive  such
termination.

     Section 2. Assignment and Grant of Security  Interest.  For the purposes of
this Assignment:  (a) "Proceeds" shall mean all Trico Note Payments, in whatever
form received,  and all payments,  in whatever form received,  made under any of
the Security  Documents;  and (b) "Collateral" shall mean (i) all Proceeds,  and
(ii) all of Debtor's right, title and interest in and to the Security Documents.

     Debtor hereby assigns the Collateral to the several  Secured Parties to the
following extent and in the following priorities:

     (1) Except as provided in sub-paragraph  (2) below, upon the receipt of any
Trico Note  Payment,  or any part  thereof,  the Debtor  shall pay over first to
Shakespeare the sum of $4,093,43; second to the Lease Guarantor in the amount of
any Lease Liability  created in the month preceding the month in which the Trico
Note Payment is received;  third to USC an mount equal to the difference between
$2,629.26, the principle mount due under the USC Note, and the mount paid to USC
pursuant to the Promissory  Note dated December 24, 1996;  fourth to PSI the sum
of $2,000,00; fifth l0 State the sum of $2,500.00; sixth to Elliott.

     (2) The  Debtor  covenants  that it will  use its best  efforts  to pay all
monthly  installments  of the rent due under the Lease  ("Rent") from sources of
cash other than Trico  Note  Payments.  If at any time while the Lease  Guaranty
remains in force the Debtor  becomes  aware that it will be unable to pay all or
part of any  installment  of Rent from  sources  of cash  other  than Trico Note
Payments, then the Debtor shall give notice of that prospective inability to the
Lease Guarantor, USC, 10 State and PSI, and shall apply the next following Trico
Note Payment as follows:  first to Shakespeare  the sum of $4,093.43;  second to
the Lease Guarantors in accordance with the Lease Guarantor  Agreement  executed
on December 20, 1996;  third to USC an amount  equal to the  difference  between
$2629.26, the principle mount due under the USC Note, and the amount paid to USC
pursuant to the Promissory  Note dated December 24, 1996;  fourth to PSI the sum
of $2,000.00; fifth to 10 State the sum of $2,500.00; sixth to Elliott.

     (3) (A) Except as  provided  in clause  (3)(B)  below,  if in any month the
amount  received  from Trico as a Trico Note  Payment is  insufficient  to allow
payment in full to each Secured  Party the mount  otherwise  due to such Secured
Party under  sub-paragraph  (1) or (2) above (as  applicable),  then the Secured
Party or Parties which fail to receive the entire amount due in such month shall
have no claim against the Debtor, the Collateral,  or any other Secured Party in
respect of such deficiency.  Instead, the amount of such deficiency shall merely
continue to constitute part of such Secured Party's Secured Debt.

     (B) Notwithstanding clause (3)(A) above, if the provisions of sub-paragraph
(2) above are  applied  in any month in order to permit  the Debtor to pay Rent,
and if the Rent for such  month is  nevertheless  not paid in full,  and if as a
result of such  nonpayment  (or  inability to pay) the Lease  Guarantor  makes a
payment of Rent,  then the amount of such payment by the Lease  Guarantor  shall
constitute a Lease Liability,  which shall be satisfied in successive  months as
provided in subsections (1) and (2) above.

     (4) All  Collateral  other than Trico Note  Payments  shall be paid over as
received to the respective  Secured Parties as follows:  first to Shakespeare to
the extent of the Shakespeare Debt; second to the 'Lease Guarantor to the extent
of any then unsatisfied amount of Lease Liability; third to USC to the extent of
the USC Debt;  fourth to PSI to the extent of the PSI Debt; fifth to I0 State to
the  extent of the 10 State  Debt;  and sixth to  Elliott  to the  extent of the
Elliott Debt. All Collateral  remaining  undistributed  after payment in full of
all the Debts shall remain the sole property of the Debtor.

     All Proceeds paid over to a Secured Party hereunder shall be deemed applied
first to  interest  on the debt  owed to such  Secured  Party,  then to  accrued
interest  thereon,  and  finally  to fees,  charges  and costs owed by Debtor in
connection therewith.

     Section 3.  Debtor's  Warranties;  Disclaimers.  Debtor'  warrants  to each
Secured Party that (1) Debtor is the sole owner of the Collateral, free from any
adverse claim, security interest,  lien or other encumbrance  whatever;  and (2)
Debtor  has  full  legal  authority  to  enter  into  this  Assignment  and make
assignment of Collateral  effected hereby.  Debtor has made no investigation and
accordingly  makes no  representation  or warranty whatever as to the quality or
condition of the 'Collateral,  such quality including,  without limitation,  the
creditworthiness  of Trico and  Gillette,  the existence or priority of any lien
created by the Security  Documents,  and any  representation or warranty made by
Trico or Gillette in any Security  Document or the Collateral Note, Each Secured
party acknowledges familiarity with their terms and conditions of the Collateral
Note, the Security Documents and the Subordination Agreement.

     Section 4. Third Party  Bailee to Hold  Collateral;  Perfection  and Notice
Fillings. The Secured Parties hereby authorize the law firm of Vincent & Bostic,
LLP (the "Escrow Agent") to hold the Collateral Note and the Security Documents,
under an Escrow  Agreement to be executed and  delivered by the Escrow Agent and
all parties hereto.  Notwithstanding the bailment of the Collateral Note and the
Security Documents,  the Debtor shall continue to receive and apply all Proceeds
as provided  herein unless and until an Even of Default (as defined in Section 6
hereof) occurs.  Debtor shall not transfer,  sell or otherwise alienate or allow
any transfer of the Collateral  Note or any Collateral or any interest  therein.
Debtor  warrants that it will not,  without the prior  written  approval of' the
Secured articles,  release,  terminate,  cancel,  modify or amend the Collateral
Note or the Security Documents in any material respect, it being Understood that
such approval will not be  unreasonably  withheld by any Secured Party,  and any
such action by Debtor  without  such  approval by all Secured  Parties  shall be
invalid and without legal operation or effect.

     As soon as practicable after the execution and delivery of this Assignment,
Debtor shall execute and deliver to the designated  agent of the Secured Parties
for  filing  or  recording  all  such  financing  statements  and  memoranda  of
assignment as the Secured  Parties or any of them may reasonably  request by any
Secured Party in order to confirm,  protect or continue the security interest or
assignments effected hereby or any rights of any Secured Party hereunder.

     Section 5.  Liability of Secured  Parties  with  Respect to Assigned  Note.
Neither  this  Assignment  nor anything  contained  herein shall be construed to
impose any  liability or  obligation  on any Secured Party on or with respect to
the Collateral Note or the Security  Documents.  Debtor shall indemnify and hold
each Secured Party harmless against all costs, claims and other liabilities that
such  Secured  Party may incur to the extent  that such  costs,  claims or other
liabilities  are  the  result  of such  Secured  Party's  being a party  to this
Assignment.

     Section 6. Events of Default.

     (a) Under this Assignment. If:

     (1) the Debtor  fails to make any  payment to any Secured  Party  within 30
calendar days after the date of which Debtor receives a Trico Note Payment, or

     (2) during any 6-month  period  Debtor  fails to make any payment to one or
more  Secured  Parties of moneys  received  from Trico Note  Payments  within 15
calendar days after the date of which Debtor receives a Trico Note Payment, or

     (3) if the Debtor should file any petition for  protection  from  creditors
under the provisions of any bankruptcy,  insolvency, moratorium or other similar
state or federal  law  affecting  creditors'  rights  generally  (or if any such
petition should be filed against Debtor and remain undischarged for more than 30
calendar days after being filed),  or should Debtor enter into any assignment or
composition  for the benefit of  creditors,  then,  upon the  occurrence of such
event,  an Event of  Default  shall be deemed to exist  under  this  Assignment.
Debtor shall give  immediate  written  notice of the  occurrence of any Event of
Default to each Secured Party and to the Escrow Agent,  but Debtor's  failure to
give such  notice  shall not affect the rights of any  Secured  Party.  Upon the
occurrence and  continuance of any Event of Default,  any Secured Party may give
written  instructions  to the Escrow Agent and to Trico and  Gillette,  that all
further Trico Note Payments must be made directly to the Escrow Agent and not to
Debtor.  If the Event of Default is later  cured,  Debtor may,  with the written
consent of all Secured  Parties (which may be withheld in the sole discretion of
any Secured Party for any reason or no reason), instruct the Escrow Agent, Trico
and  Gillette  that all further  Trico Note  Payments  must be made  directly to
Debtor and no longer to the Escrow Agent.

     (b) Under the Security Documents. If any even of default should occur under
the Trico Note or any Security  Document,  Debtor shall immediately  notify each
Secured  Party of such  default  and shall  immediately  take all such  remedial
actions in respect of such  event(s) of default  ("Remedial  Actions") as it may
deem  reasonable  in the  circumstances,  and shall  pursue such  actions to the
maximum  extent  feasible to protect the  interests  of the Secured  Parties.  A
two-thirds  majority in interest of the Secured  Parties (on the basis of dollar
amount of then  outstanding  debt held) shall have the right to direct Debtor to
pursue such Remedial  Actions as such Secured  Parties  require,  and may pursue
such  Remedial  Actions, by actions at law or in  equity,  or by  extra-judicial
action, in the name and on behalf of the Debtor,  for the benefit of all Secured
Parties,  equalIy and ratably.  In such even,  Debtor shall cooperate fully with
such Secured Parties as requested by them from time to time.

     Section  7.  Miscellaneous.  (a)  This  Assignment  represents  the  entire
agreement  of the parties  with  respect to the subject  matter  hereof,  and no
written or oral  representation or statement of any kind, made by any person for
any  purpose,  is part of the  agreement  represented  hereby  unless  set forth
herein; (b) no modification of the terms of this Assignment,  nor any consent to
any departure  from the terms hereof,  shall be valid for any purpose  unless in
writing and signed by the party or parties  against whom  enforcement is sought;
(c) this  Assignment  shall bind and inure to the benefit of the parties  hereto
and their  respective  successors and assigns;  and (d) this Assignment shall be
governed by the law of South Carolina.

     IN WITNESS  WHEREOF,  the parties have executed  this  Assignment as of the
date first above written

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

                                         SHAKESPEARE PARTNERS, L.P.
                                         By:
                                         H.E. Igoe Jr., General Partner

                                         THE UNITED STATES COMPANY
                                         By:
                                         Richard H. Guilford, President

                                         TEN STATE STREET, LLP
                                         By:
                                         Jonathan Staebler, Partner

                                         PRECISION SOUTHEAST, INC.
                                         By:
                                         Title:
                                         CHARLES F. FEIGLEY
                                         RICHARD D BENNETT