COLLATERAL ASSIGNMENT OF PROCEEDS

     COLLATERAL ASSIGNMENT OF PROCEEDS (this "Assignment"), dated as of December
20th,1996, by and among ENVIROMETRICS,  INC.  (Envirometrics,  Inc. or any other
person or entity succeeding to the rights of Envirometrics, Inc. with respect to
any of the Collateral,  as hereinafter defined,  being the "Debtor"), a Delaware
corporation;  and SHAKESPEARE PARTNERS, L.P.  ("Shakespeare"),  a South Carolina
limited partnership;  THE UNITED STATES COMPANY ("USC"), a Virginia corporation;
CHARLES F.  FEIGLEY  ("Feigley"),  an  individual  resident  of South  Carolina;
RICHARD D. BENNETT  ("Bennett"),  an individual resident of South Carolina;  and
PRECISION SOUTHEAST,  INC. ("PSI").  Shakespeare,  USC, Feigley, Bennett and PSI
are  hereinafter  referred to  collectively  as the  "Secured  Parties" and each
individually  as a "Secured  Party";  and  Feigley  and  Bennett  are  sometimes
hereinafter  referred  to  collectively  as  the  "Lease  Guarantors"  and  each
individually as a "Lease Guarantor".

Preliminary Statement

     Debtor is  indebted  to  Shakespeare  in the  principal  amount of $50,000,
evidenced  (together  with other  indebtedness  of Debtor to  Shakespeare)  by a
promissory  note or duty executed by Debtor and delivered to  Shakespeare  (such
amount,  together with interest  thereon at the rate or rates  specified in such
note and together with any costs,  expenses,  fees or other charges specified in
such notes, being the "Shakespeare Debt").

     Debtor is indebted to USC in the principal amount of $35,000,  evidenced by
a promissory  note dated the date hereof (such  amount,  together  with interest
thereon at the rate or rates specified in such note and together with any costs,
expenses, fees or other charges specified in such note, being the "USC Debt").

     Debtor is  indebted  to PSI in the  aggregate  amount of $40,000  (the "PSI
Debt"), representing part of the unpaid portion of the purchase price of certain
goods sold and delivered by PSI to Debtor.

     Debtor has entered  into a Lease with James W.  Miller,  M.D.,  as landlord
("Miller"),  dated the date hereof (the  "Lease"),  of certain real  property in
which  Debtor's  main offices are located (the  "Office  Property").  Miller has
required as a condition to his execution of the Lease that Debtor's  performance
thereunder be unconditionally  guaranteed by the Lease Guarantors, and the Lease
Guarantors  have  accordingly  executed  the  required  guaranties  on the Lease
instrument.  Therefore,  Debtor  now has a  contingent  liability  to each Lease
Guarantor in the amount of any payment or payments that such Lease Guarantor may
make in the future pursuant to the relevant Lease guaranty (such liability being
in each case a "Lease  Liability").  The total amount of the Lease  Liability of
both Lease Guarantors shall not exceed $66,271 in the aggregate.

     Miller has, on the date hereof,  purchased from Debtor the Office  Property
and certain other real property  (collectively,  the "Real  Property"),  and has
delivered  to Debtor his  promissory  note in the face amount of  $230,000  (the
"Collateral  Note") in payment of a portion of the aggregate  purchase  price of
the Real Property.

     The  Collateral  Note is  secured  by a  Mortgage  and  Security  Agreement
("Miller  Mortgage")  covering the Office  Property and related  personalty  and
fixtures,  and by an Assignment of Leases and Guaranties  ("Miller Assignment of
Leases")  covering the Lease and certain other  collateral,  each dated the date
hereof, and each executed and delivered by Miller to Debtor  (collectively,  the
"Miller  Security  Documents").   Each  of  the  Miller  Security  Documents  is
subordinate to certain other security documents executed and delivered by Miller
on the date hereof in favor of Beard Development  Corporation ("BDC"), by virtue
of a Subordination Agreement (Including Subordination of Mortgages) of even date
herewith  between Debtor and BDC. The Miller  Mortgage is recorded in the office
of the Register of Mesne Conveyances for Charleston County, South Carolina ("RMC
Office") in Book at Page and the Miller Assignment is recorded in the RMC Office
in Book - at Page _.




     NOW, THEREFORE, the parties agree as follows:

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

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

     This Assignment shall terminate and become void when all Proceeds have been
received by Debtor and paid over in  accordance  with the terms  hereof;  except
that the provisions of Section 4 shall survive such termination.

     Section 2. Assignment and Grant of Security  Interest.  For the purposes of
this Assignment:  (a) "Proceeds" shall mean all payments  received by Debtor and
made under the Collateral Note, in whatever form received,  and all payments, in
whatever form received,  made under either or both the Miller Security Documents
or received by Debtor upon the sale or other disposition of any collateral under
either of the Miller Security  Documents  (after payment of costs of disposition
of collateral),  including without limitation  payments of principal,  interest,
penalty and late  charges  and other fees and charges to the extent  required by
the Collateral Note or either Miller  Security  Document;  and (b)  "Collateral"
shall mean (i) all Proceeds,  and (ii) all of Debtor's right, title and interest
in and to the Miller Security Documents.

     Debtor hereby assigns the Collateral to the several  Secured Parties to the
following  extent  and in the  following  priorities:  (1) to the  extent of the
Shakespeare Debt, to Shakespeare; (2) to the extent of the USC Debt, to USC; (3)
to the extent of the Lease following extent and in the following priorities: (1)
to the extent of the Shakespeare Debt, to Shakespeare;  (2) to the extent of the
USC Debt,  to USC;  (3) to the extent of the Lease  Liabilities,  if any, to the
respective  Lease  Guarantors,  as  their  interests  may  appear;  and  (4) all
remaining  Proceeds,  to the extent of the PSI Debt, to PSI. It is the intention
of the assignment made in the preceding sentence that Proceeds,  when, as and if
received  by Debtor,  shall  immediately  be paid over by Debtor to the  various
Secured Parties in the order set forth in the preceding sentence; i.e., Proceeds
shall first be paid over to Shakespeare,  before any payment of Proceeds is made
to any  other  Secured  Party,  and  when and if the  Shakespeare  Debt has been
satisfied  in full,  then  Proceeds  shall be paid to USC until the USC Debt has
been  satisfied in full,  and so forth in the order of priority set forth in the
preceding  sentence.  No Proceeds shall be paid to PSI, however,  until both the
Lease  Guarantors  shall have been completely  discharged from their  respective
Guaranties,  and  payment  over of  Proceeds  has been  made in  respect  of any
payments made by either or both of the Lease Guarantors under their  Guaranties.
Debtor is authorized to hold all Proceeds  remaining  after payments of Proceeds
to  Shakespeare  and to USC have been made in full,  until such discharge of the
Lease Guarantors. The interests of the two Lease Guarantors rank pari passu, and
any payment of Proceeds  to the Lease  Guarantors  shall be effected by dividing
the amount of applicable  Proceeds into two parts in proportion to the aggregate
amount of Lease payments made by each, and then paying such parts simultaneously
to the Lease Guarantors.

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

     Section 3. Intercreditor Provisions. Each Secured Party covenants with each
other  Secured  Party that until all Proceeds  shall have been received and paid
over as required by this Assignment (a) such Secured Party shall not extend, and
Debtor  covenants with each Secured Party that it shall not accept,  any further
credit  from any  Secured  Party,  directly  or  indirectly,  whether as loan or
forbearance  or any other form of credit;  (b) such Secured  Party shall not ask
for or accept,  and Debtor  covenants  with each Secured Party that it shall not
grant,  any further  security in any form for any  indebtedness of Debtor to any
Secured Party, directly or indirectly;  and (3) such Secured Party shall not ask
for, demand,  sue for, take or accept from Debtor any monies now owing by Debtor
to such Secured  Party except  pursuant to this  Assignment  or with the written
consent of all other Secured Parties.  Notwithstanding the foregoing  provisions
of this  Section 3, all  parties  acknowledge  that  Debtor  may grant  security
interests  to one or more  Secured  Parties  in a  promissory  note and  related
security documents  delivered to Debtor by Trico Engineering  Consultants,  Inc.
without the consent of any other Secured Party, and may pay over the proceeds of
such promissory note to any Secured Party.

     Section  4.  Debtor's  Warranties,  Disclaimers.  Debtor  warrants  to each
Secured Party that (1) Debtor is the sole owner of the Collateral, free from any
adverse claim, security interest,  lien or other encumbrance  whatever;  and (2)
Debtor  has full legal  authority  to enter  into this  Assignment  and make the
assignment of Collateral effected hereby.

     Debtor has made no investigation and accordingly makes no representation or
warranty whatever as to the quality or condition of the Collateral, such quality
including,  without limitation, the creditworthiness of Miller, the existence or
priority  of any  lien  created  by  the  Miller  Security  Documents,  and  any
representation  or  warranty  made by Miller  in any  Security  Document  or the
Collateral Note. Each Secured party acknowledges  familiarity with the terms and
conditions  of the  Collateral  Note,  the  Miller  Security  Documents  and the
Subordination Agreement.

     Section 5. Debtor to Hold Collateral,  Perfection and Notice Fillings.  The
Secured  Parties hereby  authorize  Debtor to hold the  Collateral  Note and the
Collateral,  subject to the Debtor's duty to apply all Proceeds only as provided
herein.  Debtor  shall  hold  the  Collateral  only at its  principal  place  of
business,  which  is  on  the  date  hereof  9229  University  Boulevard,  North
Charleston, South Carolina 29406. Debtor shall not change its principal place of
business without the prior written consent of all Secured Parties.  Debtor shall
not transfer, sell or otherwise alienate or allow any transfer of the Collateral
Note or any  Collateral or any interest  therein.  Debtor  warrants that it will
not,  without  the prior  written  approval  of the  Secured  Parties,  release,
terminate,  cancel,  modify or amend the Collateral  Note or the Miller Security
Documents in any material  respect,  it being understood that such approval will
not be unreasonably withheld by any Secured Party, and any such action by Debtor
without such approval by all Secured  Parties shall be invalid and without legal
operation or effect.

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

     Section 6.  Liability of Secured  Parties with  Respect to Assigned  Note.
Neither  this  Assignment  nor anything  contained  herein shall be construed to
impose any  liability or  obligation  on any Secured Party on or with respect to
the Collateral Note or the Miller Security Documents. Debtor shall indemnify and
hold each Secured Party harmless against all costs, claims and other liabilities
that such Secured Party may incur to the extent that such costs, claims or other
liabilities  are  the  result  of such  Secured  Party's  being a party  to this
Assignment.

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

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


                                    ENVIROMETRICS, INC.


                                                        By:
                                         Walter H. Elliott, III, President



                                             THE UNITED STATES COMPANY


                                                        By:
                                                     President


                                             PRECISION SOUTHEAST, INC.


                                                         By

                                                       Title:

                                             SHAKESPEARE PARTNERS, L.P.


                                                        By:
                                           H.E.Igoe, Jr., General Partner



                                                 CHARLES F. FEIGLEY



                                                 RICHARD D. BENNETT


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

                                                ENVIROMETRICS, INC.

                                            By:

                                            Waiter H. Elliott, III, President

                                             THE UNITED STATES COMPANY

                                                        By:
                                                     President

                                             PRECISION SOUTHEAST,INC.

                                                        By:
                                                     President

                                             SHAKESPEARE PARTNERS, L.P.
                                                        By:_
                                         H.E.. Igoe, Jr.. (General Partner)
                                                 CHARLES F. FEIGLEY
                                                 RICHARD D. BENNETT
IN WITNESS  WHEREOF,  the parties have executed  this  Assignment as of the date
first above written

                              ENVIROMETRICS, INC.


                                                        By:
                                            Walter H. Elliott, President



                                             THE UNITED STATES COMPANY


                                                        By:
                                                     President


                                              PRECISION SOUTHEAST INC.

                                                        By.
                                                       Title:


                                             SHAKESPEARE PARTNERS, L.P.


                                                        By:
                                              H.E. Igoe, Jr., General Partner

                                              CHARLES F. FEIGLEY

                                              RICHARD D. BENNETT