AMENDMENT TO MASTER FACTORING AGREEMENT


     THIS AMENDMENT TO MASTER  FACTORING  AGREEMENT  (this  "Amendment") is made
this 14 day of May 1997 by and between Envirometrics, Inc., Azimuth Incorporated
(the "Assignor") and Reservoir Capital Corporation,  a Maryland corporation (the
"Assignee").

                                    RECITALS

          Pursuant  to a  Master  Factoring  Agreement  (the  "Master  Factoring
     Agreement") by and between the Assignor and the Assignee,  the Assignor and
     the have entered into a factoring arrangement (the "Factoring Arrangement")
     which the  Assignor  has agreed to offer to sell certain of its Accounts to
     the Assignee  from time to time and the Assignee has agreed to consider the
     purchase thereof.

          The Assignee and the Assignor have now agreed to modify the processing
     fee and servicing fee provisions of the Master Factoring  Agreement subject
     to and in accordance with the provisions of this Amendment.

          NOW,  THEREFORE,  in  consideration of the premises and other good and
     valuable  consideration,  the receipt and  sufficiency  of which are hereby
     acknowledged by the parties hereto,  the Assignor and the Assignee agree as
     follows:

          1. Recitals The Assignor and the Assignee  acknowledge  that the above
     Recitals to this Amendment are true and correct and agree that the same are
     incorporated by reference into the body of this Amendment.

          2. Amendments and  Modifications  to Master Factoring  Agreement.  The
     provisions  of Section  1.5 and 1.6 of the Master  Factoring  Agreement  is
     hereby deleted and replaced with the following paragraph:

          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 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 3-,signed to us will be  $50.000-00  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  "Service  Fee") of one and
     one-half  payment (1 .50%' of the face amount of Accounts  purchased  by us
     payable at the time of purchase.

          3.  Representations  and Warranties In order to induce the Assignee to
     enter into this  Amendment,  the  Assignor  represents  and warrants to the
     Assignee  that as of the  date  hereof  (a) no  default  exists  under  the
     provisions  of  the  Master  Factoring  Agreement  or the  other  documents
     executed in connection therewith (collectively, the "Factoring Documents"),
     (b) no event exists  which,  with the giving of notice or lapse of time, or
     both.  could or would  constitute  a default  under the  provisions  of the
     Master Factoring Agreement or the other Factoring Documents, (c) all of the
     representations  and warranties of the, Assignor in the Factoring Documents
     are true and  correct  on the date  hereof  as if the same were made on the
     date hereof.  (d) all collateral for the Assignor's  obligations  under the
     Master Factoring  Agreement is free and clear of all assignments,  security
     interests,  liens and other  encumbrances of any kind and nature whatsoever
     except for those granted to or permitted by the Assignee.

          4.  Amendment  and  Modification  Only.  This  Amendment  is  only  an
     agreement amending and modifying certain provisions of the Master Factoring
     Agreement.  All of the  provisions  of the Master  Factoring  Agreement are
     incorporated  herein by  reference  and shall  continue  in full  force and
     effect amended by this Amendment. The Assignor hereby ratifies and confirms
     all of its obligations,  liabilities and indebtedness  under the provisions
     of the  Master  Factoring  Agreement  as amended  by this  .Amendment.  The
     Assignor -and the Assignee agree it is their  intention that nothing herein
     shall be construed  to  extinguish,  release or  discharge  or  constitute.
     create or effect a novation of, or an agreement  to  extinguish  any of the
     obligations,  indebtedness  and  liabilities  of  the  Assignor  under  the
     provisions  of the Factoring  Documents or any  assignment or pledge to the
     Assignee of, or any security interest or lien granted to the Assignee in or
     on. any  collateral  and security for such  obligations,  indebtedness  and
     liabilities.

          5.  Applicable  Law, Etc. This Amendment shall be governed by the laws
     of the State of Maryland  and may be  executed  in any number of  duplicate
     originals or counterparts, each of such duplicate originals or counterparts
     shall be deemed to be an original and all taken together  shall  constitute
     one and the same instrument.

          6. Binding  Effect,  This Amendment shall be binding upon and inure to
     the  benefit  of  the  Assignor  and  the  Assignee  and  their  respective
     successors -and assigns.


    IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment under
     seal as of the date first written above.

                                    Envirometrics, Inc.


                                    By:

                                    Title:


                                    Title:
                                    RESERVOIR CAPITAL CORPORATION
                                    By:                                (SEAL)
                                    Title-.