Agreement


     THIS  AGREEMENT is made as of the last date written  below,  by and between
Envirometrics,  Inc. (hereinafter,  the "Company"),  a Delaware corporation with
its  principal  office in  Charleston,  South  Carolina  and THE  UNITED  STATES
COMPANY, a Virginia corporation (hereinafter, the "Investor");

                                    Recitals

     On  January  1, 1997 the  Parties  and  others  entered  into an  agreement
(hereinafter  the  "Trico  Assignment,"  a copy of which is  attached  hereto as
Exhibit "A") under which Investor accepted (a) as a mode of payment,  or partial
payment,  for  certain  obligations  of  Company  to it an  assignment  to it of
proceeds due to Company  under a promissory  note dated July 26, 1996 from Trico
Engineering Consultants,  Inc. (the "Trico Note"); and, (b) as security for such
payment,  the  assignment  to it of a portion  of a Security  Agreement,  Pledge
Agreement and Guaranty Agreement,  (collectively the "Trico Security Documents")
which collateralize the Trico Note; and,

     In December,  1996 the Parties and others  entered into an agreement  which
was amended on May 1, 1998 (hereinafter,  as amended, the "Miller Assignment", a
copy of which,  together with its amendment,  is attached hereto as Exhibit "B")
under which each assignee thereunder accepted:  (a) as a mode of partial payment
for certain  obligations of Company to it an assignment to it of proceeds due to
Company under a promissory  note dated December 19, 1996 from James W. Miller of
Richmond,  VA (the "Miller  Note");  and, (b) as security for such payment,  the
assignment  to  it  of a  mortgage,  lease  assignment  and  security  agreement
(collectively,  the "Miller Security  Documents") which collateralize the Miller
Note.  The Trico  Assignment  and the Miller  Assignment  are  referred to below
collectively as the  "Assignments",  and the "Trico Security  Documents" and the
"Miller Security  Documents" are referred to below collectively as the "Security
Documents;" and,

     On May 1, 1998,  the  Parties,  Azimuth,  Inc.  and others  entered into an
Assignment  of  Proceeds  and  Security  Agreement   (hereinafter  the  "Azimuth
Agreement",  a copy of which is attached hereto as Exhibit "C") under which each
secured  party  thereunder  accepted  as  partial  security  for  the  aforesaid
obligations  a  security  interest  in the  outstanding  stock and the assets of
Azimuth, Inc.; and,

     The Assignments  and the Azimuth  Agreement were intended by the Parties to
pay (or partially  pay) and  collateralize  certain  amounts due from Company to
Investor,  which amounts,  together with accrued  interest and any other amounts
owing from Company to Investor had an  outstanding  balance as of April 30, 1998
of $223,295.00; and,

     Company's  financial  circumstances  are such that the  elimination  of the
Company's  indebtedness  to  Investor  by its  conversion  to equity as provided
below,  the  termination by Investor of its interest in the  Assignments and the
Azimuth Agreement,  together with concessions by other secured  creditors,  will
enable  Company  to  significantly  improve  its  overall  financial  situation,
including the mediation of its unsecured debt; and,

     Investor  is  willing  to  cancel  the  Company's  indebtedness  to it  and
relinquish its rights as aforesaid in exchange for certain  preferred  stock and
other obligations of Company as expressed herein.

     NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  obligations
expressed herein and other valuable consideration, the Parties agree as follows:

     1.  Payment to  Investor.  Company  will pay to Investor the sum of Sixteen
Thousand and 00/100 Dollars ($16,000.00) as follows:

     (a)  Company  will  pay to  Investor  Eight  Thousand  and  00/100  Dollars
($8,000.00)  at such time as either the Miller Note or the Trico Note or both of
them are refinanced by Company, which is anticipated by the Company to occur not
more than sixty (60) days from the execution hereof;

     (b) Company will pay to Investor an  additional  Eight  Thousand and 00/100
Dollars ($8,000.00) on the ninetieth day following the execution hereof, or upon
the closing of the  transaction  contemplated by the letter of intent dated June
26, 1998 (a  specimen  copy,  deleting  the name of the  signatory,  of which is
attached hereto as Exhibit "D"), whichever is sooner;

     2.  Purchase  and Sale of  Securities.  As soon as  practicable  after  the
execution hereof,  the Company agrees to issue to Investor,  and Investor agrees
to accept, One Hundred Eleven Thousand Six Hundred Forty-eight  (111,648) shares
of Preferred Stock of the Company described below (the "Securities") in exchange
for the consideration provided for below.

     3. Release and  Termination.  The Parties hereby  terminate the Assignments
and the Azimuth Agreement as they pertain to any rights and obligations  between
them and further agree that the Assignments and the Azimuth Agreement are, as of
this day,  canceled,  void and of no  further  effect to the  extent of any such
rights and obligations, and Investor hereby releases and relinquishes any claims
and rights of whatever nature which it may have to the  "Collateral", as defined
by  Section  2 of  each  Assignment,  and to the  "Pledged  Securities"  and the
"Secured  Assets" as  defined by the  Azimuth  Agreement,  and any other  rights
thereunder.  Contemporaneously with its execution hereof,  Investor is executing
such UCC termination statements as may be necessary to effectively terminate, as
a matter of record, any of its rights under, or interest in, the Assignments and
the Azimuth Agreement. All prior indebtedness of the Company to the Investor and
all instruments  evidencing same are hereby canceled and declared void and of no
effect, and Investor hereby and forever releases and discharges the Company from
all prior indebtedness to Investor,  including but not limited to all Promissory
Notes from Company to Investor,  the original  copy(ies) of which Investor shall
deliver to Company,  as soon as  practicable  following  the  execution  hereof,
marked "Satisfied" and executed by an authorized signatory of Investor.

     4.  Consent.  Investor  hereby  consents to and ratifies the  modification,
release, cancellation and/or termination of the Trico Note; the Miller Note; the
Security  Documents;  the  Azimuth  Agreement  and/or  either  or  both  of  the
Assignments, between Company and any of the other Parties thereto.

     5.  Preference,  Par Value,  Preemptive and Voting Rights.  The Securities,
together with the other  outstanding  preferred  stock of the Company except for
the preferred stock originally issued to Zellweger Analytics, Inc., will have an
absolute  preference in liquidation of company assets over all  shareholders  of
Common Stock of the Company and unsecured creditors.  The preferred stock issued
to Zellweger Analytics,  Inc. shall have a prior claim in any liquidation unless
same has been converted to Common Stock of the Company.  The Securities  will be
without  nominal or par value,  and, except as may otherwise be required by law,
shall not entitle the holder to any preemptive  rights to subscribe to any class
of shares issued or which may be issued nor to vote at Stockholders' meetings of
the  Company,   nor  to  participate  in  profits  beyond  their  fixed,  annual
preferential dividend rate.

     5. Dividend. The Securities shall bear and pay a preferred dividend rate of
Fourteen Cents ($0.14) per share, per annum, payable to the holder at the end of
each calendar quarter, commencing on June 15, 1999. This amount shall accrue for
the first year (6/15/98 - 6/14/99) and be divided equally among and added to the
quarterly payments of the second year (6/15/99 - 6/14/00).

     6. Conversion to Common Stock. The Investor shall have the right, which the
Investor  may  exercise at any time on or before  June 14,  2009 (the  "Maturity
Date") to convert all or a portion of the  Securities  into shares of  Company's
Common Stock, upon Sixty (60) days prior notice to Company of (i) the Investor's
intention to so convert,  and (ii) the amount of the Securities to be converted.
At all times up until the Maturity Date:  (a) the conversion  ratio shall be one
share of the Securities for five shares of Common Stock of the Company;  and (b)
the  Investor  may,  from time to time,  elect to  convert  less than all of the
Securities owned by it without impairment of its right to convert other portions
of the balance thereof.

     8. Put Option. As an alternative to the conversion into Common Stock as set
forth above, the Investor is hereby granted the right to put the Securities back
to the Company,  upon Sixty (60) days prior notice to Company, in exchange for a
cash payment in accordance with the following schedule:

    Date            # of Shares        Per Share Price        Cash to Investor

6/15/04-6/14/05        22,329              $2.36                   $52,696.44
6/15/05-6/14/06        22,329              $2.42                   $54,036.18
6/15/06-6/14/07        22,329              $2.48                   $55,375.92
6/15/07-6/14/08        22,329              $2.54                   $56,715.66
6/15/08-6/14/09        22,332              $2.60                   $58,063.20
                      111,648                                     $276,887.40

     Shares not put to the  Company in any given year may be carried  forward to
following  years  (until  6/14/09) and put to the Company at the Per Share Price
stated above for the period in which the put is exercised  for such  Securities.
(For example,  all of the  Securities  may be put to the Company on 6/14/08 at a
price of $2.60 per share for a total redemption  price of $290,284.80).  Any put
options hereunder not exercised by June 14, 2009 shall expire on that date.

     9. Call  Option.  The  Company  shall  have the right to redeem  all or any
portion of the  Securities  not yet  converted  or put to the Company upon Sixty
(60) days prior notice to the holder according to the following schedule:

    Date               Per Share Price

6/15/98-6/14/99            $2.00
6/15/99-6/14/00            $2.06
6/15/00-6/14/01            $2.12
6/15/01-6/14/02            $2.18
6/15/02-6/14/03            $2.24
6/15/03-6/15/04            $2.30
6/15/04-6/14/05            $2.36
6/15/05-6/14/06            $2.42
6/15/06-6/14/07            $2.48
6/15/07-6/14/08            $2.54
6/15/08-6/14/09            $2.60

     Any  Securities  not (a) converted to common stock or put to the Company by
the Maturity Date, or (b) not tendered back to the Company in response to a call
by the date so specified in such notice of call will not be entitled  thereafter
to any dividend, conversion or other rights.

     10.  Piggyback  Registration of Common Stock. In the event that the Company
at any time  subsequent  to the date any Common  Stock is issued to the Investor
hereunder  proposes to file a registration  statement (other than a registration
statement on a Form S-8 of Form S-14, or forms similar  thereto in effect at the
time of such filing) under the  Securities Act of 1933 (as then in effect or any
similar  statute then in effect),  in connection with a proposed public offering
of securities, the Company agrees to immediately notify the Investor in writing,
at  least  thirty  (30)  days  prior  to  such  proposed  filing  date  of  such
registration  statement.  Within 30 days following  delivery of such notice, the
Investor may request that the Company include in such contemplated  registration
statement any shares of Common Stock owned (or to be owned on such date pursuant
to  an  anticipated   conversion)  by  the  Investor   pursuant  to  this  Stock
Subscription and Conversion Agreement.  Upon receipt of such notice, the Company
will cause the shares of Common  Stock  made the  subject of such  request to be
covered by the Company.

     The  Company  will  pay  all  expenses  reasonably  incurred  by it and the
Investor  (including the Investor's  attorney's  fees,  commissions  and fees of
underwriters or brokers with respect to the shares of the stock to be registered
and sold by the Investor) in connection with the registration  statement and any
post-effective   amendment   thereto  and  in  connection  with  qualifying  the
securities  covered by the  registration  statement  under the Blue Sky or other
state securities' laws.

     The Investor  shall  furnish the Company and the Company  shall furnish the
Investor such documents,  including selling notices and opinions of counsel,  as
are  typically and  reasonable  requested and delivered by an issuer and selling
shareholder  in a  "piggyback"  registration  transaction  of the type  outlined
above.  The  Investor  and the  Company,  respectively,  agree to  provide  such
documentation  and  information  on a timely  basis to permit  the  registration
statement  covering  the common  shares of stock owned by the Investor to become
effective on a prompt and orderly basis.

     11.  Limitation  on Sale of  Securities.  The Investor  agrees to limit the
number of registered  shares it may sell following  registration to no more than
25,000  shares  during any  calendar  quarter for the first Two years  following
registration.

     12. Investor's  Representations  and Warranties.  The Investor  understands
that the  Securities  are being issued  without  registration  under the Federal
Securities  Act of 1933, as amended.  Therefore,  the Investor  hereby makes the
representations and warranties set forth herein to the Company and to each party
assisting the Company in the transaction  and understands  that each such person
or entity is materially relying upon such representations and warranties.

     13. Investor Representation of Risk Understanding. The Securities are being
acquired for the Investor's own account,  for investment,  and not with the view
to, or for resale in connection with any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended,  or the securities
or  blue-sky  laws of any state.  Without  limiting  the effect or  validity  of
certain "piggyback"  registration rights, the Investor understands that there is
no public  market for the  Securities  and that none is likely to develop in the
foreseeable future. The Investor understands that these substantial restrictions
on  transferability  mean that the Investor  must bear the economic risk of this
investment for an indefinite  period of time because,  among other reasons,  the
Securities have not been  registered  under the 1933 Act, or the securities laws
of any state,  and  therefore  can not be sold,  pledged,  assigned or otherwise
disposed of unless they are subsequently registered under the Act and applicable
state  securities laws or an exemption from such  registration is available.  In
the event that the  Investor  requests  the  opinion of counsel  concerning  the
transferability of the Securities,  the Investor shall pay all costs, including,
without limitation, reasonable attorney's fees, related to such opinion.

     14.  Investor  Access  to  Information.   During  the  negotiation  of  the
transaction  contemplated hereby, the Investor and its representatives have been
afforded  access to  information  concerning  the Company  and the  contemplated
transaction and further have been afforded the opportunity to ask such questions
of the officers of the Company  concerning the business,  operations,  financial
condition, assets, liabilities, and prospects and other relevant matters as they
have deemed necessary or desirable, and the Investor hereby confirms that it has
been  given  information  in order  to  evaluate  the  merits  and  risks of the
prospective investment contemplated hereby.

     15.   Investor   Performance  of  Due  Diligence.   The  Investor  and  its
representatives  have been  solely  responsible  for  their own "due  diligence"
investigation of this investment, for their own analysis of the merits and risks
of this  investment and for their own analysis of the fairness and  desirability
of the terms of this  investment.  In taking any action or  performing  any role
relative to the  arranging  of the proposed  investment,  the Investor has acted
solely in its own interest  and neither the  Investor nor any of the  Investor's
officers or employees has acted as an agent of the Company.

     16. Investor  Recognition of Income Tax Consequences.  The Investor further
recognizes that provisions of the Internal Revenue Code of 1986, as amended, and
the regulations  promulgated  thereunder,  may be changed by legislative  and/or
administrative action or interpreted by courts of law in a manner to deprive the
Investor of any contemplated tax benefits of the investment contemplated hereby.

     17.  Investor  Restrictions  on Stock  Transfer.  Since the Investor is not
acquiring the Securities with any view to subsequent distribution,  the Investor
understands  that the stock  certificates  which  will be issued  shall bear the
following or a substantially similar legend restricting the transfer:

     "The Securities  represented by this  certificate  have not been registered
under the  Securities Act of 1933, as amended (the "Act"),  and are  "restricted
shares" as that term is defined  in Rule  number 144 of the Act.  The shares may
not be offered for sale,  sold or otherwise  transferred  except  pursuant to an
effective  registration statement under the Act or pursuant to an exemption from
registration  under the Act, the  availability  of which is  established  to the
satisfaction of the Company."

     When issued,  the Securities will be free and clear of any liens,  security
interests encumbrances, claims and rights of others of any kind and nature.

     The  Investor  understands  and agrees  that it may  (subject  to the other
provisions of this Agreement) transfer all or any portion of the Securities (the
"Offered  Interest")  to a third party (the  "Transferee")  only if the Investor
first  gives the  Company  the right of first  refusal  as  herein  provided  to
purchase the Offered  Interest at the price and on terms no less  favorable than
those  offered to or by such  Transferee  and only during the period  herein set
forth.  Such  right of first  refusal  shall be set  forth in a  written  notice
containing the terms and  conditions of the proposed  transfer to the Transferee
(the  "Offer  Notice")  with a copy  of the  offer  by the  Transferee  attached
thereto.  The  Company  shall  have the option for a period of 30 days after its
receipt of the Offer Notice to purchase upon the terms and conditions  contained
in the Offer  Notice,  all but not less  than all of the  Offered  Interest,  by
delivering  written notice thereof,  (the  "Acceptance  Notice") to the Investor
prior to the expiration of such 30-day period. If the Company elects to purchase
the Offered  Interest,  settlement  shall be held at the principal office of the
Company or at such mutually  agreeable location within 30 days of receipt of the
Acceptance  Notice. If the Company does not elect to purchase all of the Offered
Interest  within 30 days after receipt of the Offer Notice,  the Investor  shall
have the right to transfer the Offered Interest to the Transferee upon the terms
and  conditions  contained  in the  Offer  Notice,  provided  that  prior to any
transfer of the Offered  Interest,  the Transferee  expressly assumes in writing
all of the  Investor's  obligations  under this  Agreement and agrees in writing
with the Company to be governed by the provisions of this Agreement, and further
provided that settlement occurs within 75 days of delivery of this Offer Notice.
The foregoing  notwithstanding,  the Investor shall have the right, from time to
time,  to  transfer  all or  any  portion  of the  Securities  among  a  parent,
subsidiary or affiliated  companies without having to first offer the Securities
to the Company or otherwise complying with the foregoing paragraph.

     18.  Investor is an Accredited  Investor  Within the Meaning of Rule 501 of
the Securities Act of 1933. The Investor and its officers  represent and warrant
(i) that they have knowledge and experience in business and financial matters to
utilize the  information  given to them in  connection  with this  investment in
order for the  Investor to evaluate the risks of the  investment  and to make an
informed  investment  decision,  and (ii) that the  Investor  has the  financial
strength to bear the risks of the  investment  including the possible total loss
of the investment.

     19. Investor Agrees to Hold Company Harmless.  In consideration of issuance
of the  Securities to the Investor,  the Investor,  for itself and its officers,
hereby:

     (a) releases and forever discharges the Company and each of its affiliates,
employees, officers, directors, shareholders, agents or representatives,  of and
from  (i) any and  all  actions  and  causes  of  actions,  claims  and  demands
whatsoever,  whether known or unknown and whether or not founded in fact, in law
or in equity (other than with respect to material  misstatements of fact made to
the  Investor by the Company and with  respect to material  omissions to state a
fact when  requested  by the  Investor),  and (ii) any and all  manner of suits,
debts, dues, sums of money,  accounts,  reckonings,  bonds, bills,  specialties,
covenants, controversies,  agreements, promises, trespasses, damages, judgments,
executions,  claims and demands whatsoever in law or in (other than with respect
to material  misstatements  of fact made to the Investor by the Company and with
respect to material  omissions to state a fact when  requested by the Investor),
upon or by reason of any matter,  cause or thing whatsoever arising out of or in
connection with the Investor's  acquisition or ownership of the  Securities,  to
the extent  that the same  arises  from or is related to claims  under  state or
federal securities laws or resulting from any action, suit, proceeding,  demand,
assessment,  judgment,  cost or expense  incident to any of the  foregoing,  and
covenants  and agrees with the Company  and each of its  affiliates,  employees,
officers,  directors,  shareholders,  agents or representatives that neither the
Investor nor its successors  will ever (i) except as allowed  herein,  institute
any suit or action at law or  otherwise  against the Company or its  affiliates,
employees,  officers, directors,  shareholders,  agents or representatives,  or,
(ii) except as allowed herein,  institute,  prosecute,  or in any way aid in the
institution or prosecution of any claim,  demand,  action or cause of action for
damages, costs, loss of services,  expense or compensation for and on account of
any damages,  loss or injury either to person or property, or both, or breach of
any contract or agreement,  whether  developed or  undeveloped,  resulting or to
result,  known or unknown, or by reason of any matter, cause or thing whatsoever
arising  out  of or  in  connection  with  the  Investor's  acquisition  of  the
Securities,  to the extent that such  arises from or is related to claims  under
state  or  federal  securities  laws,  or  resulting  from  any  action,   suit,
proceeding,  demand,  assessment,  judgment, cost or expenses incident to any of
the foregoing; and

     (b)  without  limiting  the  indemnification  provisions  contained  in the
Promissory Note or related Security Agreement, agrees to indemnify and hold free
and harmless the Company from and against all costs,  expense,  claims,  damages
and  liabilities  (to the extent the Investor has benefited  financially  by the
action  resulting  in such costs,  expenses,  claims,  damages or  liabilities),
whether  accrued,  absolute,  contingent  or  otherwise  arising  out  of  or in
connection  with the  acquisition  of the  Securities,  to the extent  that such
arises from or is related to claims under state or federal  securities  laws, or
resulting from any action, suit, proceeding, demand, assessment,  judgment, cost
or expenses  incident to any of the  foregoing,  and the Investor  agrees to pay
upon  request all fees and  expenses  including  but not limited to,  reasonable
attorney's fees, associated with any of the above.


     20.  Availability of  Representation by Independent  Counsel.  The Investor
confirms and acknowledges  that it has had full opportunity to be represented by
independent counsel of its choice to review the investment solely from the point
of view of the Investor.

     21. Applicable Law. This Agreement shall be governed in all respects by the
laws of the  state of South  Carolina  without  reference  to the  choice of law
principles  thereof,  and the Parties  hereto  submit to  exclusively  to the in
personam  jurisdiction  of the  courts in  Charleston,  South  Carolina  for the
resolution of any disputes which may arise herefrom.

     22. Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be  binding  upon and  inure  to the  benefit  of the  Parties  and  their
successors, legal representatives and assigns.

     23.  Notice.  Any  notice  or other  communication  required  or  permitted
hereunder  shall be in writing and shall be  sufficiently  given if delivered in
person or sent by telex, facsimile,  telecopy, registered or certified mail with
postage prepaid, Federal Express or Express Mail, addressed as follows:

         If to the Company:

                  Envirometrics, Inc.
                  9229 University Boulevard
                  Charleston, South Carolina   29406

         If to the Investor:

                  The United States Company
                  707 E. Main Street, Suite 1050
                  Richmond, VA  23219
                  Attn:  Mr. Richard H. Guilford, President

     24. Severability. If any provision of this Agreement or application thereof
to  anyone  or  under  any   circumstances  is  adjudicated  to  be  invalid  or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other  provisions of this  Agreement that can be given effect without
the invalid or  unenforceable  provision or application and shall not invalidate
or render  unenforceable  the invalid or  unenforceable  provision  in any other
jurisdiction or under any other circumstance.

     25. Entire  Agreement.  This agreement  constitutes the entire agreement by
and between the Parties  pertaining to the subject  matter hereof and supersedes
all prior and contemporaneous understandings of the Parties.


     IN WITNESS WHEREOF, the Investor has hereunto caused its authorized officer
to execute this instrument and affix its seal as of this 30th day of June, 1998.


THE UNITED STATES COMPANY  ("Investor")


By:____________________________________
      Richard H. Guilford, President

     The  provisions  of the foregoing  subscription  agreement are accepted and
consented to by us as of this 30th day of June, 1998.


ENVIROMETRICS, INC. ("Company")


By: ____________________________
       Walter H. Elliott, III, President and CEO