STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement")  is made as of July 26,
1996 and effective as of July 31, 1996, between ENVIROMETRICS,  INC., a Delaware
corporation ("Seller"), ANDREW C. GILLETTE, a South Carolina resident ("Buyer"),
and TRICO ENVIROMETRICS, INC., a South Carolina corporation (the "Company").

                                    RECITALS:

     A, Buyer was the subscriber to the original  Articles of  Incorporation  of
Trico  Engineering  & Land  Surveying,  the  former  entity  which all  business
activity was conducted by the Company filed in South  Carolina and has served as
an officer of the Company and the former entity since its organization.

     B. Buyer was the owner of 100 % of the outstanding  shares of capital stock
of the former entity through which activities of the Company were performed from
its  organization  until  November 30, 1994, at which time Buyer sold all of his
interest in the Company to Seller through an asset purchase.

     C, Seller now wishes to sell to Buyer, and Buyer wishes to buy from Seller,
all of the  outstanding  shares of capital  stock of the Company,  consisting of
1,000 shares of common stock (the "Stock").

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of the covenants and agreements herein set
forth and in reliance on the  representations  and warranties  contained herein,
the parties agree as follows:

1. Purchase and Sale of Stock.

     1.1 Method of Transfer.  Seller hereby agrees to sell, transfer, assign and
deliver to the Buyer and Buyer  agrees to purchase  from Seller all of the Stock
free and clear of all liens, charges and encumbrances.

     1.2  Purchase  Price and Method of Payment.  The  "Purchase  Price" for the
Stock shall be 45,000  shares of  Envirometrics  common  shares  owned by Buyer,
which shall be delivered by Buyer to Seller on the Closing Date.

2. Conditions to Obligations of Seller and Buyer.

     2.1 Conditions to Obligations of Buyer, The obligations of Buyer at Closing
to  consummate  the  transactions   herein   contemplated  are  subject  to  the
fulfillment at or prior to Closing of each of the following conditions:


     2.1.1 Release from Liability for Reservoir Capital Corporation. The Company
shall have been released from any obligation that it may have under the Seller's
$800,000.00  financing facility with Reservoir Capital Corporation,  and none of
the  Company's  assets  shall  remain  as  collateral  for the  payment  of such
operating line of credit.

     2.1.2.  Sublease of Faber Place  Office  Space.  The Company and the Seller
shall have executed and delivered a Sublease substantially in the forms attached
hereto as Exhibits  __ and __,  providing  for the  Seller's  sublease  from the
Company of the office  space the  Company's  and  Seller's  employees  currently
occupy in Charleston, South Carolina.

     2.1.3. Truth of Representations  and Warranties,  The  representations  and
warranties  of Seller  contained  in this  Agreement  or in any  other  document
delivered at Closing shall be true and correct on and as of the Closing Date.

     2.1.4. Performance of Agreements.  Each agreement of Seller to be performed
on or before the Closing Date  pursuant to the terms  hereof or as  contemplated
herein shall have been duly performed.

     2.1.5. Minute and Stock Books. The minute books and stock certificate books
of the Company in the possession of Seller shall have been delivered to Buyer.

     2.2.  Conditions to the Obligations of Seller. The obligations of Seller to
consummate the transactions  herein contemplated are subject to the satisfaction
on or before the closing Date of the Following conditions:

     2.2.1.  Acknowledgment and  Collateralization  of Company's Debt to Seller.
The Company shall have  executed and  delivered to Seller (i) a Promissory  Note
substantially in the form attached hereto as Exhibit (the 'Note") evidencing the
Company's agreement to repay to the Seller the outstanding  inter-corporate debt
of the Company as of the Closing Date and certain  other  post-closing  advances
from  Seller to the company  contemplated  by the  parties,  and (ii) a Security
Agreement substantially in the form attached hereto as Exhibit __ (the "Security
Agreement") granting the Seller a blanket security interest in the assets of the
Company,  but subject to the Seller's  agreement to  subordinate  such  security
interest to that of a financial  institution  hereafter  providing  an operating
tine of credit to the Company in an amount no greater than  $350,000,00  without
permission from the Note holder.

     2.2.2.  Guaranty  of  Company's  Note.  The Buyer and his wife  shall  have
executed and delivered an Unconditional Guaranty Agreement  substantially in the
form  attached  hereto as  Exhibit  __ (the  "Guaranty")  in favor of the Seller
guaranteeing  payment of the Note and all other  indebtedness  of the Company to
the Seller now existing or hereafter  arising prior to the repayment of the Note
in full.


     2.2.3 Truth of  Representations  and Warranties.  The  representations  and
warranties  of each of buyer and the Company  contained in this  Agreement or in
any other  document  delivered at Closing shall be true and correct on and as of
the Closing Date.

     2.2.4.  Performance of Agreements.  Each agreement of Buyer to be performed
on or before the Closing Date  pursuant to the terms  hereof or as  contemplated
herein shall have been duly performed.

3. Representations and Warranties of Seller.

     3.1.  Representation  and  Warranties  of  Seller.  Seller  represent  sand
warrants that:

     (a) Seller is a corporation  duly organized,  validly  existing and in good
standing  under the laws of  Delaware,  and has the  corporate  power to own its
property  and conduct its  business in the manner in which such  business is now
being conducted.

     (b) The execution and delivery of this Agreement and the performance of the
transactions  contemplated  hereby have been duly authorized and approved by all
necessary  corporate action of Seller.  Seller has full corporate power to enter
into and perform this agreement and the transactions  contemplated  hereby,  and
this agreement  constitutes a valid and binding agreement of Seller  enforceable
in accordance with its terms.

     (c) The  execution,  delivery and  performance  of this  Agreement  and the
consummation  of the  transactions  herein  contemplated  do not  and  will  not
conflict  with, or result in a breach of any term or provision of, or constitute
a default under,  or result in the creation of any lien or encumbrance  upon the
property or assets of Seller pursuant to the articles of incorporation or bylaws
of  Seller  or any  agreement,  indenture,  mortgage,  deed of  trust  or  other
instrument  to which  Seller  is a party or by which it is bound or to which its
properties are subject, or any law, rule, regulation, judgment, order or decree.

     (d) The stock of the  company  consists  of  100,000  authorized  shares of
common stock,  One Dollar  ($1.00) par value,  or which 1,000 shares are issued.
All such  issued  shares  are owned of record by  Seller,  free and clear of all
liens, charges and encumbrances. There are no commitments, plans or arrangements
to issue, and no outstanding  options,  warrants or other rights calling for the
issuance of, shares of capital stock of the Company.

     (e) The  assets of the  Company  include,  without  limitation,  the assets
listed on Schedule attached hereto.

     (f) The books of account of the Company  that have been  maintained  by the
Seller  have been  maintained  in the usual,  regular and  ordinary  manner on a
consistent bases.

     (g) This Agreement and the  consummation of the  transactions  contemplated
hereby will not give rise to any valid  claim  against the Seller for a finder's
fee, brokerage commission, or other like payment.

3.2,  Representations  and  Warranties of Buyer.  Buyer  represents and warrants
that:

     (a) Buyer has full power to enter into and perform this  Agreement  and the
transactions contemplated hereby. This Agreement constitutes a valid and binding
agreement of Buyer  enforceable  in  accordance  with its terms except as may be
limited by  applicable  bankruptcy,  reorganization,  insolvency,  moratorium or
other  similar  laws,  from time to time in effect,  and any  equity  principles
relating to or affecting generally the enforcement of creditors' rights.

     (b) The execution and delivery of this  Agreement and the  consummation  of
the transactions  contemplated  hereby will not conflict or be inconsistent with
or result in the termination of terms of any indenture, mortgage, deed of trust,
covenant agreement,  or other instrument to which buyer or his wife is a partner
or by which they are bound, or to which any of their property is subject.

     (c) The execution and delivery of this Agreement and the performance of the
agreements  contemplated  hereby to which the Company is a party, have been duly
authorized and approved by all necessary corporate action of the Company.

     (d) Buyer is acquiring the shares of capital stock of the Company hereunder
for his own account for  investment,  with no present  intention of reselling or
otherwise  distributing  the same  except (i)  pursuant to an offering of shares
duly  registered  under the  Securities  Act of 1933, as amended,  or (ii) under
other  circumstances  which in the opinion of counsel to the company at the time
does not require registration under such Act.

     (e) This Agreement and the  consummation of the  transactions  contemplated
hereby  will not give rise to any valid  claim  against the buyer or the company
for a finder's fee, brokerage commission, or other like payment.

     3.3  Survival  of  Representations  and  Warranties,  The  representations,
warranties, convenants, and agreements of the parties shall be true and accurate
as of, and shall survive, the Closing Date.

4. Indemnification.

     4.1.  Indemnification  of Buyer and Company Seller  covenants and agrees to
indemnify  and hold  harmless  Buyer and the Company  from and against any loss,
claim,  liability,  obligation or expense (including reasonable attorney's fees)
suffered of paid by Buyer or the company, after the Closing Date, arising out of
or resulting from:

     (a) any  representation  or warranty of Seller under this  Agreement  being
untrue or misleading when made as of the Closing Date;

     (b) any  breach  of the  obligations  or  covenants  of Seller  under  this
Agreement.

     (c) the  parent/subsidiary  relationship of Seller and the Company prior to
Closing, but not from any activities of the Company or its directors,  officers,
employees or agents; or

     (d)  any  matter  addressed  in  Section  6.2 in  which  the  Company  is a
non-benefiting party as such
term is used therein.

     4.2. Indemnification of Seller. Buyer and Company hereby covenant and agree
to  indemnify  and hold  harmless  Seller  from and  against  any  loss,  claim,
liability, obligation or expense (including reasonable attorneys' fees) suffered
or paid by Seller, after the Closing Date, arising out of or resulting from:

     (a) any  representation  or warranty of Buyer  under this  Agreement  being
untrue or misleading when made or as of the Closing Date;

     (b) any breach of the  obligations  or  covenants  of Buyer or the  Company
under this Agreement;

     (c) the  parent/subsidiary  relationship of Seller and the Company prior to
Closing,  but not any activities or the Seller,  its subsidiaries other than the
Company, or their directors, officers, employees or agents; or

     (d)  any  matter  addressed  in  Section  6.2 in  which  the  Company  is a
non-benefiting party as such term is used herein.

5. Closing.

     (a) The closing  ("Closing") under this Agreement shall be held on July 26,
1996 (the  "Closing  Date") or at such time  thereafter  as Seller and Buyer may
agree,  but in no event  later than July 31,  1996,  at the offices of Ten State
Street or at such other place as the parties may mutually agree.

     (b) At the Closing,  Seller shall deliver or cause to be delivered to Buyer
stock  certificates,  endorsed in blank or  accompanied  by duly executed  stock
powers, the aggregate of such certificates representing the Stock of the company
and all other instruments and documents required to be delivered by Seller under
this Agreement of which counsel for Buyer may reasonable request for the purpose
of closing this Agreement.

     (c) At the Closing, Buyer shall deliver to Seller the Purchase Price in the
amount and form  specified  herein  before in Section 1.2 and shall  deliver all
other  instruments  and  documents  required  to be  delivered  by Buyer and the
Company  under this  Agreement  or which Seller may  reasonably  request for the
purpose of closing this Agreement.

6. Post-Closing Agreements.

     6.1. Post-Closing Reconciliation of Inter-corporate  Accounts.  The parties
acknowledge and agree that the principal amount of the Note is the parties' best
estimate of the net amount  owed by the  Company to Seller on the Closing  Date.
The parties will use their best efforts to determine  the actual  amount owed by
the Company to Seller on the  Closing  Date and agree on such  amount.  Upon the
agreement  of the  parties  as to  the  correct  amount,  the  principal  amount
outstanding under the Note as set forth on the schedule attached thereto,  shall
be debited or credited as appropriate, effective as of the Closing Date

     6.2  Release  from  Mutual  Obligations.  Each of the  Company  and  Seller
acknowledge that at the time of Closing,  the other may continue to be a primary
obligor or co-obligor,  whether through mutual  undertaking,  joint  obligation,
guaranty,  indemnification  or other means,  on certain debts,  obligations  and
contracts of such party,  pursuant to which the other party derives no immediate
benefit,  e.g.  equipment  leases  entered into by Seller for equipment used and
possessed by the Company. The parties agree to use their best efforts to relieve
or remove promptly after Closing the potential  liability of the  non-benefiting
party in such  situations  and, in any event,  the  benefiting  party  agrees to
indemnify the non-benefiting party for any expenses,  damages or losses incurred
after the  Closing  Date as a result of the  failure  to remove  such  potential
liability as of the Closing Date.

     6.3.  Insurance.  At the  Closing,  the  Company  agrees  to have  obtained
policies of  insurance,  with respect to all its insurance  needs,  separate and
apart  from  those  of  Seller  and  its  remaining  subsidiaries.  The  Company
acknowledges  that neither Seller nor any of its subsidiaries  will pay premiums
on behalf of the Company after the Closing Date.

     6.4 Further Assurances.  The parties hereto agree to execute and deliver or
cause to be executed and delivered at the Closing,  and at such other reasonable
times and places as the parties may agree thereafter,  such additional documents
and instruments as any other party hereto may reasonably request for the purpose
of carrying out this Agreement.

     6.5  Expenses.  Each party shall pay its own expenses and costs,  including
without limitation,  counsel fees and transfer taxes incurred in connection with
this Agreement and the transactions contemplated hereby.

7. Miscellaneous.

     7.1.  Notices.  Any notice or other  communication  required  or  permitted
hereunder  shall  be  sufficiently  given  if sent by  certified  mail,  postage
prepaid, addressed as follows:


              In the case of Seller, to:
                  Envirometrics, Inc.
                  9229 University Boulevard
                  Charleston, South Carolina
                  Attention: Richard D. Bennett

              with a copy to:
                  Timothy D. Scrantom, Esquire
                  Ten State Street
                  Charleston, South Carolina

              in the case of buyer, to:
                  Andrew C. Gillette
                  4055 Faber Place Drive Suite 201
                  Charleston, SC 29405
                           or
                  1085 Stonehenge Drive
                   Hanahan SC 29406

              with a copy to:

                  Steven L. Smith, Esquire
                  Smith Collins & Dusebury
                  4455 Cross Country Road
                  Suite 1
                  Charleston, SC 29423

     Any such notice or  communication  shall be deemed to have been given as of
the date so mailed.

     7.2. Benefits.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their assigns and successors in interest.

     7.3. Entire  Agreement.  The exhibits hereto and the certificates and other
documents to be furnished in  connection  herewith are an integral  part of this
Agreement. All understandings and agreements between the parties are merged into
this  Agreement  which  fully and  completely  expresses  their  agreements  and
supersedes any prior agreement or understanding  relating to the subject matter,
and no party has made any representations or warranties, express or implied, not
herein  expressly set forth.  This Agreement  shall not be changed or terminated
except by written amendment signed by the parties hereto.

     7.4. Governing Law. This Agreement and the agreements  contemplated  hereby
shall be construed in  accordance  with and governed by the laws of the State of
South  Carolina,  without  regard to the choice of law  principles  of it or any
other jurisdiction,

     7,5.  Venue,  Any cause of action  arising from the terms of the  Agreement
shall be brought only in a state or federal court located in  Charleston,  South
Carolina.  Such court shall be the exclusive and sole venue for the adjudication
of any disputes hereunder, and each party hereby consents to the jurisdiction of
such court over such party.

     7.6. Counterparts.  This Agreement may be executed in several counterparts,
all of which taken together shall constitute one instrument.

     7.7.  Headings.  The descriptive  headings of the several  sections of this
Agreement  are inserted for  convenience  only and shall not be deemed to affect
the meaning or construction on any of the provision hereof,

     IN Witness WHEREOF,  this Agreement is executed by each of the parties,  or
their  duly  authorized  representative,  as of the day  and  year  first  above
written.

     ENVIROMETRICS. INC.

     By:

          Title: President & CEO

          Title: Treasurer

ATTEST:

          By: ANDREW C. GILLETTE TRICO ENVIROMETRICS, INC. By:

          Title: ATTEST:

List of Schedules:

Schedule

- List of Assets

-List of Exhibits:

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E