MASTER FACTORING AGREEMENT

     THIS MASTER FACTORING AGREENMENT ("this Agreement") is made this 3rd day of
May, 1996 by and between the Assignor, Envirometrics, Inc., Azimuth Incorporated
("AZI"),  Envirometrics Products Company ("EPC"), and Trico Envirometrics,  Inc.
("TEI") (referred to throughout this Agreement as "you", "your" and "yours") and
the  Assignee,  RESERVOIR  CAPITAL  CORPORATION  (referred  to  throughout  this
Agreement as "we", "us", "our" and "ours").

I. Sale and Assignment of Accounts Receivable.

     1.1.  Purchase and Sale of  Accounts.  From time to time during the term of
this  Agreement,  you  will  offer  to sell  to us  selected  of  your  Accounts
(hereinafter defined), and we will consider purchasing,  in our sole discretion,
such  Accounts  which  are  acceptable  to us. At any one  time,  the  aggregate
outstanding  purchase  price for all Accounts which we will purchase or consider
purchasing  shall be not greater  than  $800,000.00.  As used  herein,  the term
"Accounts"  means,  collectively,  accounts,  contract rights and other forms of
obligation  arising in the ordinary course of business from the sale of goods or
rendition  of  services.  Any  purchase of  Accounts  will be  evidenced  by the
execution of an Agreement  for  Assignment  and Transfer of Accounts  Receivable
(each an "Assignment  Agreement") in the form of Exhibit A. Any Account which we
purchase is  hereinafter  called an "Assigned  Account."  Each purchase shall be
subject to the terms of this Agreement.

     1.2. Assignment Price. We will pay to you for each Assigned Account a price
(an  "Assignment  Price") equal to Eighty  percent  (80%) for EPC,  Seventy-Five
percent  (75%) for TEI,  and  Eighty  percent  (80%) for All of the  outstanding
amount of such  Account.  We will not purchase  All accounts  until the existing
security   interest  on  accounts   receivable  is  either   released  or  fully
subordinated.

     1.3.  Sale and  Assignment  of  Accounts.  You  agree to sell,  assign  and
transfer to us all of your right,  title and interest to the Assigned  Accounts,
together with (a) any notes or drafts related  thereto,  (b) the contracts under
which such Accounts arose, C your books and records  relating  thereto,  (d) the
goods (if any) giving rise to such Accounts, (e) your rights as an unpaid vendor
or lienor, (f) all rights of stoppage in transit,  replevin,  repossession,  and
reclamation,  (g) all security  therefor  and  guarantees  thereof,  and (h) all
rights to insurance  proceeds  resulting  therefrom (all of the foregoing  being
included in the term "Assigned Accounts").

     1.4.  Account  Documentation.  Upon  acceptance  by  us of  any  Assignment
Agreement,  you will deliver to us: (a) copies of all documents  evidencing  the
Accounts listed thereon and (b) such other  documentation as we require, in form
satisfactory to us in all respects.

     You will maintain all shipping  documents,  delivery  receipts and invoices
relating to Assigned  Accounts,  available for inspection and copying by us, and
you will  deliver them to us promptly  upon our  request.  Each sale of Accounts
will be reflected as a sale on your books and financial statements.

     1.5. Processing, Fee. In consideration of our purchase of Accounts from you
and our rendition of processing and monitoring services,  you agree to pay to us
a fee (the  "Processing  Fee") as set out in the rate sheet  attached  hereto as
Exhibit B. The  Processing Fee shall be due and payable at the time each Account
is collected or, if not collected in a timely  manner,  upon  repurchase.  It is
contemplated  that the  minimum  volume of accounts to be assigned to us will be
$400,000 per month (face value  amount) based upon a rolling three month average
of Accounts  assigned,  as  calculated  commencing on the first day of the first
calendar month after the date of the first  assignment of Accounts.  If you fail
to provide the  contemplated  volume of  acceptable  Accounts for us to consider
purchasing,  you will pay us a processing fee based upon the difference  between
the processing fee charged for the actual Accounts assigned and a processing fee
computed as if the minimum volume had been assigned.

     1.6.  Servicing Fee. In further  consideration  of our purchase of Accounts
from you and our rendition of processing and monitoring  services,  you agree to
pay to us a servicing fee (the  "Servicing  Fee") of three quarters of a percent
(.75%) of the face  amount of  Accounts  purchased  by us payable at the time of
purchase.

     1.7.  Payments  on  Accounts.  You shall,  and we may,  notify all  persons
obligated  to make  payments  with respect to Accounts  (collectively,  "Account
Debtors") to make all payments on or with  respect to Accounts  directly  into a
special  banking  account over which we have exclusive  dominion,  control,  and
power of  access  and  withdrawal  (the  "Collection  Account").  In  connection
therewith,  you agree to  reference  our payment  instructions  on all  invoices
submitted to Account Debtors.  In addition,  if any Account Debtor is an agency,
department,  or  instrumentality  of the  United  States  Government,  you shall
execute such forms of notice and assignment, and shall conform to all applicable
procedures,  as may be required pursuant to the Federal Assignment of Claims Act
of 1940,  as  amended,  in order to perfect  our rights in the  Accounts of such
Account Debtor. You hereby authorize us to collect and receive all payments from
all Account  Debtors,  and to facilitate our collection and receipt,  you hereby
irrevocably  appoint and  constitute  us, or any of our agents or employees,  as
your  lawful  Attorney-in-Fact  to  exercise  at any time  any of the  following
powers:  (1) to  receive,  endorse,  and deposit in our name all  payments  from
Account  Debtors;  (ii) to transmit to any party notice that you have granted to
us a security interest in the Accounts or that an Assigned Account has been sold
to us;  (iii) to  institute  any  proceedings  deemed by us  necessary to effect
collection of Accounts;  and (iv) to sign your name on any financing statements,
or any amendment or continuation  statement relating thereto with respect to any
Account.  Any act of ours as your  lawful  Attorney-in-Fact  shall not render us
liable for any acts of omission or commission,  nor for any error of judgment or
mistake of fact or law. If you receive  any  payment on any  Account,  you shall
promptly   remit  such  payment  in  the  form  received   (with  any  necessary
endorsement)  directly to us. Until so  remitted,  you will hold such payment in
trust for us separate and apart from all of your other funds.

     1.8. Remittance of Holdback and Payments on Accounts Not Assigned. Upon our
receipt of any  payment  under an  Assigned  Account,  so long as you are not in
default  hereunder,  we shall remit to you the difference,  if any,  between the
payment received by us and the Assignment Price of that Assigned  Account,  less
all unpaid Processing Fees (which amount is herein called the "Holdback"). If an
Assigned  Account is part of a group of Accounts  for which we paid an aggregate
Assignment  Price,  the Holdback  shall not be paid until an amount equal to the
aggregate  Assignment  Price  plus  Processing  Fees has been  paid to us by the
Account  Debtors  obligated  on the group of  Accounts.  Upon our receipt of any
payment under an Account  (other than an Assigned  Account),  so long as you are
not in default  hereunder,  we shall remit such  payment to you  promptly or, at
your request, apply such payment as you may direct. Remittances required by this
Paragraph 1.8 will be paid to you weekly on Friday or if not a business day, the
next succeeding business day.

     2.  Presentations,  Warranties  and  Promises.  To  induce  us to  purchase
Accounts from time to time, you make the following representations,  warranties,
and  promises,  each of  which  survives  the  execution  and  delivery  of this
Agreement  and is deemed to be  incorporated  by  reference  in each  Assignment
Agreement:

     2.1.  Power and  Authority.  You have all requisite  power and authority to
execute,  deliver and perform this Agreement and each Assignment Agreement,  and
such performance does not contravene your articles of incorporation, by-laws, or
partnership  agreement,  as applicable,  or any other agreement by which you are
bound.

     2.2.  Representations and Warranties with Respect to Accounts. With respect
to each Account: (a) your principal place of business and your books and records
relating to the Accounts are located at the address set forth at the end of this
Agreement;  (b) you are the sole  owner of each  Account,  free and clear of all
liens and encumbrances, and you will not assign, sell, transfer, pledge, grant a
security  interest in or encumber or otherwise dispose of or abandon any part or
all of the Accounts; C you have made proper entries in your books disclosing the
sale of Accounts to us; (d) each of your Account  Debtors has legal  capacity to
contract  and is  indebted  to you in the  amount  indicated  in your  books and
records; (e) each Account is valid,  legally enforceable,  and represents a bona
fide  undisputed  indebtedness;  (f) no Account is subject to any valid defense,
offset,  counterclaim,  allowance, or is contingent;  (g) each Account Debtor is
solvent,  and each Account will be paid in full on or before its maturity  date;
(h) no  agreement  for any  deduction or allowance of any kind exists or will be
made by you; (I) all information appearing in your books and records relating to
each  Account is true and correct in all  respects;  and 0) all  signatures  and
endorsements  appearing on the invoices and  documents  relating to the Accounts
are genuine,  and all signatories and endorsers have full capacity and authority
and were fully  authorized  to contract  for the  purchase  of the goods  and/or
services giving rise to the Accounts.

     2.3. Books and Records; Inspections. You will maintain books and records in
accordance with generally accepted accounting  principles  consistently applied.
We shall have full access to, and the right to audit and make copies from,  your
books and records relating to the Collateral or this Agreement. You will furnish
to us such financial  statements and other  information  regarding your business
affairs as we may request.

     2.4.  Subsidiaries.  You have no subsidiaries other than those disclosed in
writing to us, and you will not create any additional  subsidiaries  without our
prior written consent,  which consent may be withheld in our absolute discretion
or  conditioned  upon any such  subsidiary  entering into a factoring  agreement
similar to this Agreement with us.

     2.5 Advances and Loans.  You will not,  without our prior written  consent,
invest in, or make loans or advances to, any of your stockholders.

     2.6.  Financial  Statements.  Within thirty (30) days  following the end of
each month you will  provide  to us a Balance  Sheet as of the end of such month
and an Income Statement for the current fiscal year to date in a form acceptable
to us, prepared in accordance with Generally Accepted Accounting Principles.

     2.7. Title to and Condition of Collateral Other than Accounts.  You are the
sole owner of the  Collateral  (other  than the  Accounts,  which are covered by
Paragraph  2.2 above)  and have the right to grant to us a lien on and  security
interest in such Collateral;  and the Collateral is, or will be when acquired by
you,  free  and  clear  of  all  liens,  security  interests,  taxes  and  other
encumbrances  of any  nature  except  for those  created  by this  Agreement  or
permitted by us in writing. As to inventory which is included in the Collateral,
such  inventory  is not stored  with a bailee,  warehouseman  or  similar  party
without our prior written consent, such inventory is not under consignment to or
from any person, and such inventory is currently salable or usable in the normal
course of your business.

     2.8.  Insurance on Collateral Other than Accounts.  During the term of this
Agreement,  you shall maintain with financially  sound, well rated and reputable
insurance  companies  comprehensive fire and extended coverage insurance on your
inventory  against  such risks,  with such loss  deductible  amounts and in such
amounts  not less than those which may be  satisfactory  to us but in all events
conforming to prudent  business  practices and in such minimum  amounts that you
will not be deemed a co-insurer  under applicable  insurance laws,  regulations,
policies and practices.  Each policy of such  insurance  covering your inventory
shall contain a provision or  endorsement  satisfactory  to us naming us as loss
payee and  providing  that (a) such policy may not be canceled or altered and we
may not be removed as loss payee without at least thirty (30) days prior written
notice to us, and (b) no act or default of you or any other  person shall affect
our right to recover under such policy.  You will pay, when due, all premiums on
such  insurance  and will pay to us, upon  request,  evidence of payment of such
premiums and other  information  as to the insurance  carried by you. You hereby
irrevocably  (x)  assign  and  grant to us a  security  interest  in any and all
proceeds of each such insurance policy covering your inventory,  (y) direct each
insurance  company to pay all such proceeds  directly to us, and (z)  constitute
and appoint us (and all officers,  employees or agents designated by us) as your
true and lawful  attorney-in-fact  (coupled with an interest) with authority and
power on your behalf to make, adjust, settle or compromise all claims under each
such  insurance  policy and to endorse any check,  draft or instrument  for such
proceeds.  Any proceeds of such insurance received by us (less the amount of any
reasonable costs of settlement of such losses) shall be held and applied, at our
option, to the Obligations (whether matured or un-matured) in such manner and at
such times as we may determine in our sole  discretion or to the  replacement of
the  damaged  or  destroyed  inventory  upon  terms  and  conditions  reasonably
satisfactory in all material respects to us.

     2.9  Compliance  with Laws,  Etc.  You are in  compliance  in all  material
respects with all applicable federal,  state and local laws,  statutes,  orders,
rules, regulations and judgments.

     2.10 No Material Adverse Change.  There has been no material adverse change
in your management, financial condition or business prospects or in the personal
financial  condition of any guarantor of your  Obligations  under this Agreement
from  that  represented  in  any  application,   financial  statement  or  other
information provided to us prior to the date of this Agreement.

3.  Account  Disputes;  Breaches of  Representations  Warranties  and  Promises;
Repurchase of Accounts.

     3.1 Dispute  Resolution  Authority.  You will notify us promptly of and, if
requested by us, will settle all disputes  concerning any Assigned  Account,  at
your sole cost and expense.  However,  you shall not,  without our prior written
consent,  settle,  compromise  or  adjust  any  Assigned  Account  or grant  any
additional discounts,  allowances or credits thereon. If we demand repurchase or
exchange of an Assigned  Account  which is subject to dispute  under Section 3.2
and you fail to repurchase or exchange  such Assigned  Account,  we may, but are
not required  to,  attempt to settle,  compromise,  or litigate the dispute upon
such terms as we in our sole  discretion  deem  advisable,  for your account and
risk and at your sole expense.

     3.2  Repurchase of Assigned  Account.  If any Assigned  Account is not paid
within  90 days of its  invoice  date,  or if there  exists  any  breach of your
representations,  warranties  and promises  under this Agreement with respect to
any Assigned Account,  or if there is a dispute concerning any Assigned Account,
you agree,  upon demand by us at our sole option,  either (I) to repurchase from
us such Assigned  Account (or the unpaid portion  thereof) for the amount of the
applicable  Assignment Price (or the unpaid portion thereof),  together with all
unpaid  Processing  Fees,  or  (ii) to  accept  a  reassignment  from us of such
Assigned  Account in exchange for an assignment of an Assigned  Account of equal
or greater value.

4. Security Interest in Collateral.

     4.1. Grant of Security Interest-, Collateral Defined. To secure payment and
performance of all of your obligations under this Agreement,  including, without
limitation, repurchase and reassignment obligations, processing fees, costs, and
expenses (collectively, the "Obligations"), you pledge, assign and grant to us a
continuing lien and security interest in the following property,  both now owned
and existing and hereafter  created,  acquired and arising,  regardless of where
located (collectively, the "Collateral"):

     (1) all of your  Accounts  (whether or not  accepted by us or  specifically
assigned  to us  and  whether  arising  before  or  after  termination  of  this
Agreement);

     (2) all of your present and @e  instruments,  documents,  chattel paper and
general intangibles (as those terms are defined in the Uniform Commercial Code);

     (3) all reserves,  balances,  deposits,  credits, moneys,  securities,  and
other  property at any time owing or belonging to you which are now or hereafter
in the possession of, or in transit to, us, whether for  safekeeping,  pledge or
otherwise (including,  without limitation, all Holdbacks at any time owing by us
to you,  whether then or thereafter  payable,  under or in connection  with this
Agreement);

     (4) all of your claims against us at any time existing;

     (5) all books and  records  and other  property  relating  to the  Assigned
Accounts, the Collateral and your Obligations; and

     (6) all cash and non-cash  proceeds  and products of any of the  foregoing,
including any claim against third parties in any way related to the foregoing.

     We are  irrevocably  authorized at any time to charge your account (and any
credit  balance on our books in your favor) for the amount of any or all of your
Obligations.

     4.2.  Perfection of Security Interest.  You shall execute and deliver to us
such  documents  and  instruments,   including,   without  limitation,   Uniform
Commercial  Code ("UCC")  financing  statements,  as we may request from time to
time in order to evidence and perfect our security interest in the Collateral.

     5. No Agency. Nothing in this Agreement shall be construed to constitute us
as your agent or to obligate us to assume any of your  obligations  with respect
to any  Account.  We will not have any  liability  for any error or  omission or
delay  occurring  in the  settlement,  collection  or  payment  of any  Account.
Notwithstanding  the  foregoing,  if you fail to perform any  obligation you are
required to perform in order to maintain the  obligation of an Account Debtor to
make  payments on an  Assigned  Account,  we may  perform,  or retain  others to
perform,  such  obligation,  at  your  sole  expense,  and  such  expense  shall
constitute part of your Obligations.

     6.  Collection  Costs.  You  shall  reimburse  us on  demand  for all costs
incurred  by us in efforts to enforce  payment of Assigned  Accounts.  All fees,
costs and expenses (including attorneys' fees), of any kind and nature, which we
may incur in (a)  filing  notices,  (b)  making  lien or title  examinations,  C
protecting,  maintaining,  preserving  or enforcing  Assigned  Accounts,  or (d)
defending or prosecuting  any actions or  proceedings  related to this Agreement
shall be added to and  deemed  part of your  Obligations.  In  addition,  in the
absence of a Default under  Paragraph 7 below,  you shall be responsible for the
fees, costs and expenses for all field  examinations (not to exceed $400 per day
plus out of pocket  expenses) in addition to the initial  field audit  performed
prior to the date of this Agreement.

     7. Default.  All of your  Obligations  shall, at our option,  be and become
immediately  due and payable without notice or demand upon the occurrence of any
one or more of the  following  events  (each a  "Default"):  (1)  default in the
payment,  when due and payable, of any of your Obligations;  (ii) if any of your
representations  or warranties are false or misleading in any material  respect;
(iii) if you fail to perform  any promise  contained  in this  Agreement  or any
Assignment  Agreement;  (iv) the  discontinuance  or  suspension of your present
business  operation  without our  consent  such  consent to not be  unreasonably
withheld,  or if you  become  insolvent  or unable  to meet  your  debts as they
mature,  or any  proceeding  is  commenced  against  you for  relief  under  any
provision of any Federal or State  bankruptcy,  insolvency or other similar law,
the issuance or filing of any injunction,  attachment,  judgment or lien against
you or any of your  property,  or the  appointment  of a receiver,  custodian or
trustee of any kind for you or any of your property; and (v) if a default occurs
under any Guaranty  Agreement executed in conjunction with this Agreement and is
not cured within any applicable grace period.

8. Remedies.

     8.1. Our Rights. Upon the occurrence of any Default, without further notice
to you, we shall have the right to (I) cease purchasing Accounts; (ii) terminate
this Agreement and enforce the liquidated  damages  provisions of Paragraph 9.4;
(iii) enforce  against you immediate  payment of all of your  Obligations;  (iv)
collect all amounts due and owing on all  Accounts;  (v) require you to assemble
the  Collateral  and make it available to us at a place  designated  by us; (vi)
enter  upon  your  premises  to take  possession  of the  Collateral;  and (vii)
appropriate, set off and apply the Collateral to the payment of your Obligations
in such  order  and  manner as we in our sole  discretion  shall  determine,  or
settle,  compromise  or release,  in whole or in part,  any amounts owing on the
Collateral,  or prosecute  any  proceeding  with respect to the  Collateral,  or
extend  the time of payment of any or all of the  Collateral,  or issue  credits
regarding the  Collateral,  or sell,  assign and deliver the  Collateral (or any
part  thereof),  at public  or  private  sale and  apply  the net cash  proceeds
resulting  from the exercise of any of the  foregoing  rights or remedies to the
payment  of your  Obligations  in such  order as we in our sole  discretion  may
elect, and you shall remain liable to us for any deficiency.

     8.2. Confession of Judgment.  Upon the occurrence of a Default,  you hereby
authorize and empower any attorney designated by us or any clerk of any court of
record to appear for you in any court of record and confess judgment against you
without prior hearing,  in favor of us for and in the amount of your Obligations
then outstanding, costs of suit and attorneys' fees in an amount equal to 10% of
the Obligations then  outstanding.  Such authority and power may be exercised on
one  or  more   occasions,   from  time  to  time,  in  the  same  or  different
jurisdictions,  as often as Assignee shall deem necessary or desirable,  for all
of which this Agreement shall be a sufficient warrant.

     8.3.  Application of  Collections;  Deficiency.  All collections we receive
from  realizing  upon the  Collateral,  less expenses of collection  (including,
without  limitation,  attorneys'  fees and court costs) incurred by us, shall be
applied to your Obligations. If for any reason collections received by us exceed
your  Obligations,  we will  account  to you for the  surplus.  However,  if the
collections  we receive are  insufficient  to pay all of your  Obligations,  you
shall be liable to us for the deficiency.

     8.4. Remedies Cumulative. Each right, power, and remedy provided for herein
or  otherwise  existing  shall be  cumulative  and  concurrent  and  shall be in
addition to every other right, power, and remedy existing  hereunder,  by law or
otherwise.

     8.5. Charge-back Not a Reassignment. The charge-back of an Assigned Account
to you shall not  constitute  a  reassignment  of such Account to you, and title
thereto and to the goods, if any,  represented thereby shall remain in us unless
such charge-back is accompanied by a simultaneous sale and assignment of another
Account as provided in  Paragraph  3.2 of this  Agreement,  or until all of your
Obligations are paid in full.

9. Term of Agreement and Termination.

     9.1. Initial Term, Renewal.  The term of this Agreement shall be 24 months.
Unless  terminated in accordance  with this  Paragraph 9, the provisions of this
Agreement shall  automatically renew for successive one year periods without any
notice or action on the part of either  party  hereto.  During  the term of this
Agreement,  you shall deal exclusively  with us in the factoring,  financing and
sale of Accounts.

     9.2. Facility Fee. You will pay to us an Annual Facility Fee of one percent
(1.0%) of the $800,000.00  maximum factoring  arrangement payable at closing and
on the anniversary date of the agreement.

     9.3. Termination in Absence of Default. This Agreement may be terminated at
any time (a) by us giving you written notice stating a termination date not less
than ten (10) days after the date such notice is mailed or dispatched, or (b) if
you obtain bank, equity or subordinated debt financing,  you may terminate after
twelve  months (12)  without  payment of  termination  fees by giving us written
notice  stating a  termination  date not less than  sixty (60) days prior to the
first  anniversary  ate  of  closing.  However,  if we do  not  receive  written
termination,  you shall pay to us a termination  in an amount equal to $7,500.00
for each month or portion of a month remaining in the initial or renewal term.

     9.4. Effect of Termination.  Notwithstanding  any  termination,  all of our
rights and interests, all of your Obligations, and all of the terms, conditions,
and  provisions  hereof  shall  continue  in full  force  and  effect  until all
transactions  entered into prior to the effective date of termination  have been
fully  concluded  and all of your  Obligations  have  been  paid in full.  After
termination of this Agreement,  you shall pay to us on demand the amount of your
Obligations then outstanding and any of your Obligations arising thereafter.

     9.5.  Termination After Default;  Liquidated  Damages.  If a Default occurs
hereunder,  we  shall  have  the  right at our sole  option  to  terminate  this
Agreement  at any time  thereafter  without  notice to you. If we exercise  such
option,  in  addition  to all other  rights  and  remedies  we may have,  and in
addition to all of your other Obligations, you agree to pay to us upon demand as
liquidated damages for our lost fee earnings,  a sum equal to $7,500.00 for each
month or portion of a month  remaining  in the  initial or renewal  term of this
Agreement.

     10.  Notices.  Notices  shall be deemed  given when sent or  dispatched  by
certified or registered mail, by private overnight express mail, or by telegram,
postage or charges  prepaid,  to the parties at their  respective  addresses set
forth below.

     I 1. Binding Effect;  Complete Agreement.  This Agreement will bind you and
your personal  representatives,  successors  and assigns,  and will inure to the
benefit of us and our  successors  and assigns,  and is the  complete  agreement
between the parties.

     12.  Waiver.  No delay or failure by us in exercising  any of our rights or
remedies shall operate as a waiver of such or of any other right or remedy,  and
no waiver  shall be valid  unless in  writing  signed by us and then only to the
extent therein set forth.

     13. Governing Law, Etc. This Agreement shall be governed by and interpreted
according to the laws of the State of Maryland.  You consent to the nonexclusive
jurisdiction  of the  courts  of the  State  of  Maryland  with  respect  to any
controversy  relating to this  Agreement  or to any  transaction  in  connection
herewith,  and waive  personal  service of the  summons and  complaint  or other
process  to be issued  therein  and  agree  that  service  of such  summons  and
complaint or process may be made by  registered or certified  mail  addressed to
you at your address  appearing  herein.  Your failure to appear or answer within
thirty (30) days after the mailing of such  summons,  complaint or process shall
constitute  a default  entitling  us to enter a judgment or order as demanded or
prayed for therein.

     14.  Waiver of Jury Trial.  You and we each agree that any suit,  action or
proceeding, whether claim or counterclaim, brought or instituted by either party
hereto  or any  successor  or assign  of any  party on or with  respect  to this
Agreement or which in any way relates, directly or indirectly, to this Agreement
or any event,  transaction or occurrence  arising out of or in any way connected
with this Agreement,  or the dealings of the parties with respect thereto, shall
be tried only by a court and not by a jury.  EACH PARTY HEREBY  WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.

     15. Legal  Counsel.  You have had the  opportunity to obtain legal counsel,
and you  agree  that you  fully  understand  the  terms,  provisions  and  legal
consequences of this Agreement.

     IN WITNESS WHEREOF,  this Agreement is executed and delivered under seal as
of the date first above written.

ASSIGNOR:                                     ASSIGNEE:
Envirometrics, Inc., AI, EPC, and TEI         RESERVOIR CAPITAL CORPORATION
By:                        (SEAL)             By:                  (SEAL)
Title:                                        Title:

Address:4055 Faber Place Drive, Ste. 201   Address:6 Reservoir Circle, Suite 105
        Charleston, SC 29405               Baltimore, Maryland 21208

Address of Chief Executive Office,
if different:

State of
                                              TO WIT:
County of

I HEREBY CERTIFY, that on this           day of
Public of said State, personally appeared

          199_, before me, a Notary known to me (or satisfactorily proven) to be
     the  person  whose  name  is  subscribed  to the  foregoing  Agreement  and
     acknowledged that executed the same for the purposes therein contained.

         WITNESS my hand and Notarial Seal.


Notary Public
My Commission Expires:



                                  SCHEDULE A

                                    Schedule

                                      Date

          This is to certify that the account  debtors  named below are indebted
     to borrower in the sums set out  opposite their  respective names for goods
     sold,  shipped and delivered (or, in case borrower's  principal business is
     rendering of service, for services rendered) on open account.

                          SCHEDULE OF ASSIGNED ACCOUNTS

          The Account(s)  identified  below and the invoices,  contracts  and/or
     other evidence thereof attached hereto (is) (are) being sold,  assigned and
     transferred by the Assignor to RESERVOIR  CAPITAL  CORPORATION  pursuant to
     all of the terms and conditions of the foregoing Assignment Agreement.

ACCOUNT DEBTOR  Customer  Invoice  Contract  Invoice   Date   Ship      Invoice
 (Customer)                Date    Received  Amount










TOTALS


(a)     Total Amount of Invoices on this schedule $
                                          Advance Rate _________%
Total Advance Requested (line a x line b) $

                                    EXHIBIT A



                                  AGREEMENT FOR
                 ASSIGNMENT AND TRANSFER OF ACCOUNTS RECEIVABLE

          ASSIGNOR Envirometrics Inc., All, EPC, and TEI 4055 Faber Place Drive,
     Suite 201 Charleston,  SC 29405 (referred to herein as "we", "0urs"," our",
     and "yours")

          ASSIGNEE Reservoir Capital  Corporation 6 Reservoir Circle,  Suite 105
     Baltimore, MD 21208 (referred to herein as we, "us", "our", and "yours").

     Subject  to the terms  and  conditions  of that  certain  Master  Factoring
Agreement executed between you and us (the "Factoring  Agreement")  (capitalized
terms used herein and not defined  having the meaning set forth in the Factoring
Agreement), we agree as follows:

     1. Assignment of Accounts.  In  consideration of our payment to you of the
Assignment Price shown in Schedule receipt of which is hereby acknowledged,  you
hereby sell, assign and transfer to us all of your right,  title and interest to
the Accounts arising from the invoices identified in Schedule A.

     2. Aged Account.  If an Assigned  Account is not paid by the Account Debtor
in full within 90 days of its invoice date, or if the Account  Debtor refuses to
make any payment due under any Assigned Account, then upon our demand, you agree
(a) to repurchase  such Account for a price equal to the  Assignment  Price plus
any unpaid  Processing Fees, less any payments on such Account which we may have
received,  or (b) at our sole  option,  to replace  such  Account  with  another
account of equal or greater value.

     3. Default.  You shall be in default upon the occurrence of- (i) default in
the payment of any amount due us  hereunder.  Upon any such  occurrence,  we may
exercise any remedies set forth in the Factoring Agreement,  it being understood
and agreed that a Default under this  Agreement  shall be deemed a Default under
the Factoring Agreement. 4. Effective Date. The effective date of this Agreement
shall be the date set forth below as the effective date of our acceptance.

     IN WITNESS  WHEREOF,  the parties have executed this Agreement  under their
respective seals.

ASSIGNOR:                                ASSIGNEE:
Envirometrics, Inc., All, EPC and TEI     Reservoir Capital Corporation

By:         (SEAL)                       By:                          (SEAL)
Title:                                   Title-,

Dated:                                   Effective Date:


                                   EXHIBIT B
                                   RATE SHEET

     The Processing Fee payable by The TPI Group,  LTD.  ("Assignor")  under the
Master Factoring  Agreement between Assignor and Reservoir  Capital  Corporation
("Assignee")  shall be  calculated at a per annum rate equal to the "Prime Rate"
(as  hereinafter  defined)  plus five percent  (5.0%) from the date on which the
Assignment  Price for each Assigned Account is paid to Assignor to and including
the date which is two (2) business  days after the date on which  payment  under
such  Assigned  Account is received by Assignee,  such rate to be applied to the
Assignment Price for each Assigned Account and calculated on the basis of actual
days elapsed and a month of 30 days.  The term 'Prime Rate" shall mean the prime
rate of  interest  as charged by  NationsBank  on the last  business  day of the
preceding calendar month, and any change in the Prime Rate shall be effective on
the first business day of the month following the month in which such change was
first published.


                 INDEMNIFICATION AGREEMENT AND FIDELITY GUARANTY


     THIS  INDEMNIFICATION  AGREEMENT AND FIDELITY GUARANTY this "Agreement") is
made as of this _ day of  April,  1996,  to  RESERVOIR  CAPITAL  CORPORATION,  a
Maryland  corporation (the "Assignee"),  by A. C. Gillette, a (the "Guarantor"),
witnesseth: Recitals

     A. Pursuant to a Master Factoring  Agreement  (which,  as the same may from
time to time be amended,  restated,  supplemented,  or  otherwise  modified,  is
hereinafter  called the  "Master  Factoring  Agreement")  date  herewith  by and
between  Envirometrics,  Inc.,  Azimuth  Incorporated,   Envirometrics  Products
Company and Trico  Envirometrics,  Inc., (the "Assignor") and the Assignee,  the
Assignor  and the  Assignee  have  entered  into a  factoring  arrangement  (the
"Factoring  Arrangement")  pursuant  to which the  Assignor  has offered to sell
certain of its accounts  receivable to the Assignee  from time to time,  and the
Assignee has agreed to consider the purchase thereof. As used in this Agreement,
the term "Factoring  Documents"  means  collectively any instrument or agreement
previously, simultaneously, or hereafter executed and delivered by the Assignor,
the Guarantor, or any other person as evidence of, security for, guaranty of, or
in connection  with, the Factoring  Arrangement,  as any of such  instruments of
agreements may from time to time be amended, restated,  supplemented,  extended,
or otherwise  modified,  including,  without  limitation,  the Master  Factoring
Agreement.

     B. The  Guarantor  has  requested  the  Assignee  to enter  into the Master
Factoring Agreement,  and the Assignee has required,  as a condition to entering
into the Master  Factoring  Agreement,  the  execution of this  Agreement by the
Guarantor.

     NOW,  THEREFORE,  in order to induce the  Assignee to enter into the Master
Factoring  Agreement with the Assignor,  the Guarantor covenants and agrees with
the Assignee as follows:

     1. Guaranty and Indemnification.  The Guarantor hereby  unconditionally and
irrevocably  guarantees to the Assignee the fidelity of the Assignor, and hereby
agrees to indemnify  and save  harmless  the Assignee and its agents,  servants,
employees  and  successors  and assigns  from and  against any all  liabilities,
claims, debts, obligations, losses and proceedings and any costs attributable to
them (including  reasonable  attorney's fees), of any nature or kind whatsoever,
that may result from (a) any fraud or  misrepresentation  by the Assignor or the
Guarantor in connection with the Factoring Arrangement, or (b) any breach of any
representation  or warranty by the  Assignor or the  Guarantor  under any of the
Factoring Documents. The Guarantor shall pay the amount of any such liabilities,
claims,  debts,  obligations,  losses and  proceedings  (together with all costs
attributable to them) immediately upon demand.

     2. Nature of Obligations.  The obligations and liabilities of the Guarantor
under this Agreement are primary  obligations of the Guarantor,  are continuing,
absolute,  and  unconditional,   shall  not  be  subject  to  any  counterclaim,
recoupement,  set-off,  reduction, or  defense  based  upon any  claim  that the
Guarantor may have against the Assignor or the Assignee,  are independent of any
other  guaranty  or  guaranties  at any  time in  effect,  and  may be  enforced
regardless of the existence of such other guaranty or guaranties. This Agreement
shall continue to be effective, or be reinstated,  as the case may be, if at any
time any  payment,  or any part  thereof,  of any of amounts due to the Assignee
under the Master Factoring  Agreement is rescinded or must otherwise be restored
or returned  by the  Assignee  upon the  insolvency,  bankruptcy,  receivership,
dissolution,  liquidation or reorganization of the Assignor 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  Assignor or the  Guarantor or any
substantial part of the property of the Assignor or the Guarantor, or otherwise,
all as though such  payment had not been made and  irrespective  of whether such
payment is returned to the party who originally  made it or to some other party.
The  obligations and liabilities of the Guarantor under this Agreement shall not
be  affected,  impaired,  lessened,  modified,  waived,  and/or  released by the
invalidity or unenforceability of any or all of the Factoring Documents.

     3. Consents.  The Guarantor  hereby consents that at any time and from time
to  time,  the  Assignee  may,  without  in  any  manner  affecting,  impairing,
lessening,  modifying,  waiving,  and/or releasing any or all of the obligations
and liabilities of the Guarantor under this Agreement, do any one or more of the
following,  all without notice to, or further consent of, the Guarantor, or with
or without  consideration:  (a) renew, extend, or otherwise modify the Factoring
Arrangement;  (b) extend and/or change the time and/or terms for  performance of
any other obligations, covenants, or agreements under the Factoring Documents of
the Assignor or any other party to the Factoring Documents; (c) fail, omit, lack
diligence, or delay to enforce, assert, or exercise any right, power, privilege,
or  remedy  conferred  upon the  Assignee  under  the  provisions  of any of the
Factoring  Documents or under applicable laws; (d) grant consents or indulgences
or take action or omit to take action under, or in respect of, any or all of the
Factoring  Documents;  and (e) apply any payment received by the Assignee of, or
on account of, any of the Factoring Arrangement in whatever order and manner the
Assignee elects.

     4. Waiver by Guarantor. The Guarantor unconditionally waives, to the extent
permitted by  applicable  laws:  (a) notice of the execution and delivery of the
Factoring Documents;  or (b) notice of the Assignee's acceptance of and reliance
on this  Agreement  or the  execution of the Master  Factoring  Agreement or the
other Factoring Documents.

     5.  Enforcement  Expenses.  The Guarantor shall indemnify and hold harmless
the Assignee against any loss, liability, or expense,  including attorneys' fees
and disbursements and any other fees and disbursements, that may result from any
failure  of the  Guarantor  to pay any  amount  due  under  paragraph  1  hereof
immediately upon demand.

     6. Delay and Waiver by Assignee. No delay in the exercise of, or failure to
exercise,  any right,  remedy,  or power accruing upon any default or failure of
the Guarantor in the  performance of any obligation  under this Agreement  shall
impair any such right,  remedy,  or power or shall be  construed  to be a waiver
thereof, but any such right, remedy, or power may be exercised from time to time
and as often as may be deemed by the Assignee expedient. In order to entitle the
Assignee  to  exercise  any  right,  remedy,  or  power  reserved  to it in this
Agreement,  it shall not be  necessary to give any notice to the  Guarantor.  No
waiver,  amendment,   release,  or  modification  of  this  Agreement  shall  be
established by conduct, custom, or course of dealing.

     7.  Notices  and  Communications.  All  notices  and  other  communications
hereunder  shall be in writing  and shall be  effective  when sent by  certified
mail,  return receipt  requested:  (a) if to the Guarantor,  at 1085  Stonehenge
Road,  Hanahan,  SC 29406 or at such other address as the  Guarantor  shall have
furnished in writing to the Assignee; or (b) if to the Assignee, addressed to it
at 6 Reservoir Circle,  Suite 105,  Baltimore,  Maryland 21208, or at such other
address as the Assignee shall have furnished in writing to the Guarantor.

     8.  Successors  and Assigns.  All covenants and agreements of the Guarantor
set forth in this  Agreement  shall bind the Guarantor  and its heirs,  personal
representatives,  successors, and assigns and shall inure to the benefit of, and
be  enforceable  by, the Assignee  and its  successors  and assigns,  including,
without limitation, any holder of any or all of the Factoring Documents.

     9. Waiver of Trial by Jury.  The  Guarantor  hereby waives trial by jury in
any action or proceeding to which the Guarantor and the Assignee may be parties,
arising out of or in any way  pertaining  to this  Agreement or any of the other
Factoring Documents.

     10.  Miscellaneous.  Neither  this  Agreement  nor any term  hereof  may be
terminated,  amended,  supplemented,  waived,  released, or modified orally, but
only  by an  instrument  in  writing  signed  by the  party  against  which  the
enforcement of the  termination,  amendment,  supplement,  waiver,  release,  or
modification is sought.  Whenever used herein, the singular number shall include
the plural, the plural the singular, and the use of the masculine,  feminine, or
neuter gender shall include all genders. Whenever used herein, the word "person"
or  "persons"  shall  mean  and  include  a  corporation,   an  association,   a
partnership,  an  organization,  a business,  an  individual,  a  government  or
political  subdivision or agency thereof,  or an estate or trust. This Agreement
shall in all respects be deemed to be made in, and governed  by,  construed  and
enforced in  accordance  with the laws of, the State of  Maryland.  The Assignee
shall have the right to grant  participation's  in the Factoring  Arrangement to
others at any time and from time to time,  and the  Assignee  may divulge to any
such participant or potential  participant all information,  reports,  financial
statements, and documents obtained in connection with this Agreement, any of the
Factoring  Documents,  or  otherwise.  If any  term  of  this  Agreement  or any
obligation  thereunder shall be held to be invalid,  illegal, or un-enforceable,
the remainder of this Agreement and any other application of such term shall not
be affected  thereby.  The paragraph and section headings of this Agreement have
been  inserted for  convenience  only and shall not modify,  define,  limit,  or
expand  the  express  provisions  hereof.  This  Agreement  may be  executed  in
duplicate originals or in several counterparts, each of which shall be deemed an
original but all of which together shall constitute one instrument, and it shall
not be  necessary in making proof hereof to produce or account for more than one
such duplicate original or counterpart.

     IN WITNESS  WHEREOF,  the Guarantor has caused this Agreement to be signed,
sealed, and delivered as of the day and year first written above.

         WITNESS:                        A. C. Gillette


                                         (SEAL)


                INDEMNIFICATION AGREEMENT AND FIDELITY GUARANTY


     THIS  INDEMNIFICATION  AGREEMENT AND FIDELITY GUARANTY this "Agreement") is
made as of this _ day of  April,  1996,  to  RESERVOIR  CAPITAL  CORPORATION,  a
Maryland   corporation  (the  "Assignee"),   by  Richard  D.  Bennett,   a  (the
"Guarantor"), witnesseth:

                                    Recitals

     A. Pursuant to a Master Factoring  Agreement  (which,  as the same may from
time to time be amended,  restated,  supplemented,  or  otherwise  modified,  is
hereinafter  called the  "Master  Factoring  Agreement")  date  herewith  by and
between  Envirometrics,  Inc.,  Azimuth  Incorporated,   Envirometrics  Products
Company and Trico  Envirometrics,  Inc., (the "Assignor") and the Assignee,  the
Assignor  and the  Assignee  have  entered  into a  factoring  arrangement  (the
"Factoring  Arrangement")  pursuant  to which the  Assignor  has offered to sell
certain of its accounts  receivable to the Assignee  from time to time,  and the
Assignee has agreed to consider the purchase thereof. As used in this Agreement,
the term "Factoring  Documents"  means  collectively any instrument or agreement
previously, simultaneously, or hereafter executed and delivered by the Assignor,
the Guarantor, or any other person as evidence of, security for, guaranty of, or
in connection  with, the Factoring  Arrangement,  as any of such  instruments of
agreements may from time to time be amended, restated,  supplemented,  extended,
or otherwise  modified,  including,  without  limitation,  the Master  Factoring
Agreement.

     B. The  Guarantor  has  requested  the  Assignee  to enter  into the Master
Factoring Agreement,  and the Assignee has required,  as a condition to entering
into the Master  Factoring  Agreement,  the  execution of this  Agreement by the
Guarantor.

     NOW,  THEREFORE,  in order to induce the  Assignee to enter into the Master
Factoring  Agreement with the Assignor,  the Guarantor covenants and agrees with
the Assignee as follows:

     1. Guaranty and Indemnification.  The Guarantor hereby  unconditionally and
irrevocably  guarantees to the Assignee the fidelity of the Assignor, and hereby
agrees to indemnify  and save  harmless  the Assignee and its agents,  servants,
employees  and  successors  and assigns  from and  against any all  liabilities,
claims, debts, obligations, losses and proceedings and any costs attributable to
them (including  reasonable  attorney's fees), of any nature or kind whatsoever,
that may result from (a) any fraud or  misrepresentation  by the Assignor or the
Guarantor in connection with the Factoring Arrangement, or (b) any breach of any
representation  or warranty by the  Assignor or the  Guarantor  under any of the
Factoring Documents. The Guarantor shall pay the amount of any such liabilities,
claims,  debts,  obligations,  losses and  proceedings  (together with all costs
attributable to them) immediately upon demand.

     2. Nature of Obligations.  The obligations and liabilities of the Guarantor
under this Agreement are primary  obligations of the Guarantor,  are continuing,
absolute,  and  unconditional,   shall  not  be  subject  to  any  counterclaim,
recoupement,  set-off,  reduction, or  defense  based  upon any  claim  that the
Guarantor may have against the Assignor or the Assignee,  are independent of any
other  guaranty  or  guaranties  at any  time in  effect,  and  may be  enforced
regardless of the existence of such other guaranty or guaranties. This Agreement
shall continue to be effective, or be reinstated,  as the case may be, if at any
time any  payment,  or any part  thereof,  of any of amounts due to the Assignee
under the Master Factoring  Agreement is rescinded or must otherwise be restored
or returned  by the  Assignee  upon the  insolvency,  bankruptcy,  receivership,
dissolution,  liquidation or reorganization of the Assignor 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  Assignor or the  Guarantor or any
substantial part of the property of the Assignor or the Guarantor, or otherwise,
all as though such  payment had not been made and  irrespective  of whether such
payment is returned to the party who originally  made it or to some other party.
The  obligations and liabilities of the Guarantor under this Agreement shall not
be  affected,  impaired,  lessened,  modified,  waived,  and/or  released by the
invalidity or unenforceability of any or all of the Factoring Documents.

     3. Consents.  The Guarantor  hereby consents that at any time and from time
to  time,  the  Assignee  may,  without  in  any  manner  affecting,  impairing,
lessening,  modifying,  waiving,  and/or releasing any or all of the obligations
and liabilities of the Guarantor under this Agreement, do any one or more of the
following,  all without notice to, or further consent of, the Guarantor, or with
or without  consideration:  (a) renew, extend, or otherwise modify the Factoring
Arrangement;  (b) extend and/or change the time and/or terms for  performance of
any other obligations, covenants, or agreements under the Factoring Documents of
the Assignor or any other party to the Factoring Documents; (c) fail, omit, lack
diligence, or delay to enforce, assert, or exercise any right, power, privilege,
or  remedy  conferred  upon the  Assignee  under  the  provisions  of any of the
Factoring  Documents or under applicable laws; (d) grant consents or indulgences
or take action or omit to take action under, or in respect of, any or all of the
Factoring  Documents;  and (e) apply any payment received by the Assignee of, or
on account of, any of the Factoring Arrangement in whatever order and manner the
Assignee elects.

     4. Waiver by Guarantor. The Guarantor unconditionally waives, to the extent
permitted by  applicable  laws:  (a) notice of the execution and delivery of the
Factoring Documents;  or (b) notice of the Assignee's acceptance of and reliance
on this  Agreement  or the  execution of the Master  Factoring  Agreement or the
other Factoring Documents.

     5.  Enforcement  Expenses.  The Guarantor shall indemnify and hold harmless
the Assignee against any loss, liability, or expense,  including attorneys' fees
and disbursements and any other fees and disbursements, that may result from any
failure  of the  Guarantor  to pay any  amount  due  under  paragraph  1  hereof
immediately upon demand.

     6. Delay and Waiver by Assignee. No delay in the exercise of, or failure to
exercise,  any right,  remedy,  or power accruing upon any default or failure of
the Guarantor in the  performance of any obligation  under this Agreement  shall
impair any such right,  remedy,  or power or shall be  construed  to be a waiver
thereof, but any such right, remedy, or power may be exercised from time to time
and as often as may be deemed by the Assignee expedient. In order to entitle the
Assignee  to  exercise  any  right,  remedy,  or  power  reserved  to it in this
Agreement,  it shall not be  necessary to give any notice to the  Guarantor.  No
waiver,  amendment,   release,  or  modification  of  this  Agreement  shall  be
established by conduct, custom, or course of dealing.

     7.  Notices  and  Communications.  All  notices  and  other  communications
hereunder  shall be in writing  and shall be  effective  when sent by  certified
mail,  return  receipt  requested:  (a) if to the  Guarantor,  at  2059  Emerald
Terrace, Mt. Pleasant,  SC 29464 or at such other address as the Guarantor shall
have furnished in writing to the Assignee; or (b) if to the Assignee,  addressed
to it at 6 Reservoir Circle,  Suite 105,  Baltimore,  Maryland 21208, or at such
other address as the Assignee shall have furnished in writing to the Guarantor.

     8.  Successors  and Assigns.  All covenants and agreements of the Guarantor
set forth in this  Agreement  shall bind the Guarantor  and its heirs,  personal
representatives,  successors, and assigns and shall inure to the benefit of, and
be  enforceable  by, the Assignee  and its  successors  and assigns,  including,
without limitation, any holder of any or all of the Factoring Documents.

     9. Waiver of Trial by Jury.  The  Guarantor  hereby waives trial by jury in
any action or proceeding to which the Guarantor and the Assignee may be parties,
arising out of or in any way  pertaining  to this  Agreement or any of the other
Factoring Documents.

     10.  Miscellaneous.  Neither  this  Agreement  nor any term  hereof  may be
terminated,  amended,  supplemented,  waived,  released, or modified orally, but
only  by an  instrument  in  writing  signed  by the  party  against  which  the
enforcement of the  termination,  amendment,  supplement,  waiver,  release,  or
modification is sought.  Whenever used herein, the singular number shall include
the plural, the plural the singular, and the use of the masculine,  feminine, or
neuter gender shall include all genders. Whenever used herein, the word "person"
or  "persons"  shall  mean  and  include  a  corporation,   an  association,   a
partnership,  an  organization,  a business,  an  individual,  a  government  or
political  subdivision or agency thereof,  or an estate or trust. This Agreement
shall in all respects be deemed to be made in, and governed  by,  construed  and
enforced in  accordance  with the laws of, the State of  Maryland.  The Assignee
shall have the right to grant  participation's  in the Factoring  Arrangement to
others at any time and from time to time,  and the  Assignee  may divulge to any
such participant or potential  participant all information,  reports,  financial
statements, and documents obtained in connection with this Agreement, any of the
Factoring  Documents,  or  otherwise.  If any  term  of  this  Agreement  or any
obligation  thereunder shall be held to be invalid, illegal, or un-enforceable,
the remainder of this Agreement and any other application of such term shall not
be affected  thereby.  The paragraph and section headings of this Agreement have
been  inserted for  convenience  only and shall not modify,  define,  limit,  or
expand  the  express  provisions  hereof.  This  Agreement  may be  executed  in
duplicate originals or in several counterparts, each of which shall be deemed an
original but all of which together shall constitute one instrument, and it shall
not be  necessary in making proof hereof to produce or account for more than one
such duplicate original or counterpart.

     IN WITNESS  WHEREOF,  the Guarantor has caused this Agreement to be signed,
sealed, and delivered as of the day and year first written above.

         WITNESS:                                         Richard D. Bennett


                                           (SEAL)


                           SUBORDINATION AGREEMENT

     THIS  SUBORDINATION  AGREEMENT  (herein,  the  "Agreement")  is made by and
between  RESERVOIR  CAPITAL  CORPORATION  (herein,   'Reservoir'),   a  Maryland
corporation  and The United States Company,  Inc.  (herein,  the 'Lender'),  and
Envirometrics, Inc. (herein 'Debtor'), a Delaware Corporation.

                                    RECITALS

     A. Reservoir has extended a credit  facility to the Debtor and is receiving
from the Debtor a lien and  security  interest in the  accounts  receivable  and
other property of the Debtor.

     B. The Debtor has outstanding certain indebtedness and other obligations to
the Lender pursuant to a Security Agreement dated as of pursuant to which Lender
has a prior security  interest in the accounts  receivable and other property of
the  Debtor and has made the  appropriate  UCC  filings  to place such  security
interest of record in the appropriate jurisdictions.

     C. The Debtor has requested that Reservoir provide funding to the Debtor in
the form of accounts  receivable  factoring  pursuant  to,  among other  things,
Reservoir's form of Master Factoring  Agreement (the 'Reservoir Master Factoring
Agreement')  and form of  Assignment  and  Transfer  Agreement  (the  'Reservoir
Assignment  Agreement')  (the  Reservoir  Master  Factoring  Agreement  and  the
Reservoir  Assignment  Agreement,  as the same may from time to time be amended,
restated,   supplemented  or  otherwise   modified  being   hereinafter   called
collectively the 'Reservoir Security Agreements').

     D. In consideration  of the terms of the credit facility between  Reservoir
and the Debtor pursuant to which Reservoir will make additional  funds available
to the Debtor,  and Reservoir have agreed that the Lender shall  subordinate its
prior  security  interest in all accounts  receivable  and other property of the
Debtor as more fully  described in the attached UCC-1  financing  statement (the
'Collateral') to the lien position of Reservoir in such Collateral.


                                   WITNESSETH

     NOW,  THEREFORE,  in  consideration  of the  premise  and of other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereby agree as follows:

1 Subordination.

     1.1 The Lender does hereby subordinate its first lien  security interest in
the  Collateral  in favor of the lien,  operation  and  effect of the  Reservoir
Security  Agreements with respect to all indebtedness  and other  obligations of
the  Debtor to  Reservoir  under the  credit  facility  between  the  Debtor and
Reservoir, as the same may be amended from time to time.

     1.2 The Debtor consents to the filing of this Agreement by Reservoir in the
UCC records of any  jurisdiction  in which  Reservoir  determines it should file
such agreement to protect its first lien  security  interest in the  Collateral,
and does hereby covenant and agree to take such further actions and execute such
further instruments as Reservoir shall reasonably request in making any such UCC
filings.

     1.3 The  Lender  agrees  that it will not  pursue  any  remedies  under its
agreement(s) with the Debtor without the prior written consent of Reservoir.

     1.4 Without the prior written  consent of  Reservoir,  Debtor will not make
and Lender will not accept  payments of principal or interest on Lender's  debt.
Reservoir,  Debtor and Lender  agree that  weekly  payments  of  principal  plus
interest are  permitted on Friday of each week from Debtor's  available  rebates
and non-factored  cash up to but not exceeding  $50,000 principal per month plus
interest to Lender provided Debtor is not in default under the Reservoir  Master
Factoring  Agreement.  Debtor will  provide a monthly  certificate  to Reservoir
showing  the  outstanding  balance  (principal  and  interest)  on the  Debtor's
obligation to the Lender.

     2. Rights of Debtor.  The provisions of this Agreement shall not in any way
expand,  alter or modify the rights of the Debtor under the documents evidencing
their obligations to the Lender and Reservoir, respectively,  including, without
limitation,  the right to cure any default with respect thereto.  This Agreement
is for the sole and  exclusive  benefit of the parties  hereto and shall  govern
their relationship inter se as creditors of the Debtor.

     3. Modification.  The agreement(s)  between the Lender and the Debtor shall
not be modified, altered or amended without the written consent of Reservoir.

     4.  Limitations.  The rights,  remedies,  privileges  and duties  expressed
herein or in any or all of the documents  evidencing the Debtor's obligations to
the Lender and Reservoir  shall be subject to and may be limited by  bankruptcy,
insolvency or similar laws and the rules, orders, decrees and similar directives
of any court of competent authority possessing and exercising  jurisdiction with
respect  to  the  Debtor,  its  property,  or  any  guarantor  of  the  Debtor's
obligations  to "  and  Reservoir,  and  nothing  contained  in  this  Agreement
constitutes  any  assurance  by  either  party to the  other  that  the  rights,
remedies,  privileges and duties will, in all events, be available,  enforceable
or exercisable in full.  Notwithstanding the foregoing, the institution of legal
proceedings  by or against the Debtor,  its  property,  or any  guarantor of the
Debtor's  obligations  to the Debtor and  Reservoir  shall not limit,  restrict,
discharge,  satisfy  or in any  manner  alter or affect  the  rights,  remedies,
privileges and duties of the parties expressed herein as between themselves.

     5.  Relationship  of  Parties.  Reservoir  and  the  Lender  shall  not  be
fiduciaries  with respect to each other and shall not be the agent of the other.
Notwithstanding  the  foregoing,  however,  until all of the  obligations of the
Debtor to Reservoir as set forth in the Reservoir  Security  Documents have been
indefeasibly  paid  in  full,  if any  of  the  Collateral  or  proceeds  of the
Collateral  shall be  received  by the Lender at any time for any  reason,  such
Collateral  or proceeds  shall be held in trust for the benefit of, and promptly
remitted to, Reservoir.

     6. Notices.  Any notices  required or permitted by this Agreement  shall in
writing  and shall be deemed  delivered  if hand  delivered,  sent by  facsimile
transmission, sent by Federal Express, or sent by certified mail, return-receipt
requested,  postage prepaid,  to the address as follows,  unless such address is
changed by written notice hereunder, and shall be deemed given on the earlier of
the date of hand delivery, the date of facsimile transmission, one (1) business
day after the date of  delivery to Federal  Express,  or two (2)  business  days
after the date of mailing, as the case may be:

                    (a) If to Reservoir:
                    Reservoir Capital Corporation
                     6 Reservoir Circle, Suite 105
                     Baltimore, Maryland 21208
                    FAX: (410) 653-1871

                    (b) If to the Lender:
                    The United States Company
                     1051 Technology Park Drive
                     Glen Allen, VA 23060
                    FAX: (804) 553-1908

                    c) If to the Debtor:
                    Envirometrics, Inc.
                    4055 Faber Place Drive, Suite 201
                     Charleston, SC 29405
                    FAX: (804) 740-7707

     7. Authority of Parties.  Any  notification,  consultation or communication
required or permitted  under this Agreement  shall be directed to the parties at
the  addresses  set forth  above in Section 6, and to the  specific  individuals
named  therein,  and  their  respective  successors  who may be  designated  and
appointed  hereafter from time to time,  all of whom are duly  authorized to act
for and on behalf of the corporate parties hereto.

     8. Assignability. The rights and obligations under the Agreement may not be
assigned  unless any such  assignment is subject to the terms and  conditions of
this Agreement.

     9. Miscellaneous.  This Agreement may be executed in counterparts,  each of
which  shall be deemed to be an  original  and shall be  binding  upon and shall
inure to the benefit of the parties and their heirs,  successors and assigns; no
person who is not a party to this  Agreement  shall have any rights or  benefits
hereunder;  this  Agreement may be amended,  modified or altered only in writing
signed by the party to be bound  thereby and making  specific  reference  to the
amendment,  modification or alteration of this Agreement; time is of the essence
in the  performance  and  satisfaction  of the  terms  and  conditions  of  this
Agreement; and the laws of the State of Maryland,  exclusive of its conflicts of
laws  rules,  shall  govern the rights and  obligations  of the  parties to this
Agreement and the interpretation, construction and enforceability thereof.


     IN WITNESS  WHEREOF,  the parties hereto have affixed their hands and seals
as of the

     day of  199___with  the  intention  that  signatures  conveyed by facsimile
transmission  shall serve as original  signatures  and a facsimile  transmission
including  the  signature  of both parties  shall serve as an original  document
until such time as the parties have delivered original documents.


                          RESERVOIR CAPITAL CORPORATION


                            THE UNITED STATES COMPANY


                               ENVIROMETRICS, INC.