STATE OF SOUTH CAROLINA
                       )
CITY OF CHARLESTON     )

MUTUAL RELEASE

     THIS MUTUAL  RELEASE is entered  into and  delivered as of this 24th day of
December,  1996, by and among ENWIROMETRtCS,  INC., a corporation  organized and
existing  under the laws of the State of Delaware (the  "Company"'),  THE UNITED
STATES  COMPANY,  a  corporation  organized  and existing  under the laws of the
Commonwealth of Vixginia ("USC"), RICHARD H. GUILFORD, an individual resident of
the Commonwealth of Virginia  ("Gui[ford"),  MAUt~ITIO F. GIABBAI, an individual
resident of the State of Georgia  CGiabbai'),  and ELSIE L. ROSE, and individual
resident of the Commonwealth of Virginia  ("Rose") (USC,  Guilford,  Giabbai and
Rose being  collectively  referred to hereinafter as the "USC Group", and anyone
of them individually as a "USC Member").

                                   WITNESSETH:

     WHEREAS, the parties hereto have entered into an Agreement, dated as of the
date hereof (the '"Agreement"),  whereby certain claims of the USC Group against
the Company,  its subsidiaries  and affiliates,  and certain other claims of the
Company  against the USC Group  and/or  certain USC  Members,  have been finally
settled; and

     WHEREAS,  thc Company and the USC Group, in  consideration  of the benefits
and payments under the Agreement,  lmve agreed to completely  release each other
from claims, actions, causes of action and damages accruing prior to the date of
the Agreement, all as more particularly provided hereinbelow.

     NOW,  THEREFORE,  for valuable  consideration whose receipt and sufficiency
are hereby acknowledged, the parties agree as follows:

     1. Release by the Company.  The Company hereby and forever releases,  holds
harmless  and  discharges  the USC Group and each USC Member  (individually  and
collectively),  together  with each of their  personal  representatives,  heirs,
successors  and  assigns (as  applicable),  from and against any and all claims,
demands,  counterclaims,  actions,  costs,  causes of  action,  damages,  debts,
obligations,   and   liabilities   of  whatever   nature   (collectively,   "USC
Liabilities").  This Release extends to ali USC  Liabilities,  known or unknown,
now existing or existing mdy in the future,  matured or utunatured,  foreseeable
or urfforeseeable,  lo the extent that USC Liabilities result or arise, directly
or  indirectly,  frozn any  relationship(s)  of the USC Group or any' USC Member
with the Company  through the date of this Release  ("Relationships"),  or froth
any act of the USC Group or any USC Member on or before the date of this  Rel~se
("USC  Acts"),  as it relates to that  certain  Agreement  dated July 11,  1995.
Relationships  include,  but are not limited to,  ownership  of shares,  options
and/or warrants of the Company,  services  rendered under that certain Agreement
dated July 11, 1995,  by and between the Comprely and USC, and service  rendered
under any' and all other agreements  between the USC Group or any USC Member and
the  Company,  whether  oral or written,  express or implied.  USC Acts  include
without  limitation those that might give rise to liability in tort, in contract
or by statutory role.

     2. Release by the USC Group. The USC Group and each USC Member, jointly and
severally,  hereby and forever release, hold harmless and discharge the Company,
its past and present directors,  officers,  employees,  agents,  representative,
subsidiaries, '~liates, successors and assigns, from and against any all claims,
demands,  counterclaims,  actions,  costs,  causes of  action,  damages,  debts,
obligations,   and  liabilities  of  whatever  nature  (collectively,   "Company
Liabilities").  This Release extends to all matured or unmatured, foreseeable or
unforeseeable,  to the extent that Company LiabiliQes result or arise,  directly
or indirectly,  from an>'  Relationships,  or from any act of the Company or any
agent, representative, subsidiary, affiliate, successor or assign of the Company
on or before the date of this Release  ("Company  Acts"),  as it relates to that
certain Agreement dated July 11, 1995.  Company Acts include without  limitation
those that might give rise to  liability  in tort,  in eontract or by  statutory
rule.

     IN WITNESS WHREOF,  the parties hereto have executed this Mutual Release as
of the date and year first written above.

                              ENVIROMETRIC, S, INC.

                           By: Walter H. Elliott, III
                                 Its'. President

                            THE UNITED STATES COMPANY

                               RICHARD H. GUILFORD

                               MAURIZIO F. GIABBAI

                                  Individually

                                  ELSIE L. ROSE
                                  Individually


STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON

MEMORANDUM OF AGREEMENT

THIS  AGREEMENT  is made as of this  24th day of  December,  1996,  by and among
ENVIROMETRICS,  INC, a corporation  organized and existing under the laws of the
State of Delaware,  THE UNITED  STATES  COMPANY,  a  corporation  organized  and
existing  under the laws of the  Commonwealth  of  Virginia  (USC),  RICHARD  H.
GUILFORD,  an individual resident of the Commonwealth of Virginia  ("Guilford"),
MAURIZIO  F.  GIABBAI,   an  individual   resident  of  the  State  Of  Georgia,
("Giabbai"),  and ELSIE L. ROSE, an individual  resident of the  Commonwealth of
Virginia  ("Rose")  (Guilford,  Giabbai,  and Rose being  referred to  sometimes
herein as a "USC  Principal" and  collectively  as the "USC  Principals"),  with
respect to all costs,  fees,  expenses or other  compensation owed to USC or any
USC  Principal  by   ENVIROMETRICS,   INC.  and/or  any  of  its  affiliates  or
subsidiaries (the "Company").

The parties to this Agreement agree as follows:

1. No fees,  expenses,  or  compensation  whether in the form of cash,  warrants
equity or other value, shall be due from this date forward by the Company to USC
or any USC Principal except (i) as expressly provided in this Agreement. (ii) as
previously agreed between the Company and USC as to compensation and expenses to
be paid to Rose for her  activities  as an  employee of the  Company,  and (iii)
reasonable  expenses  incurred after the date of this Agreement to be reimbursed
by the Company to USC or any USC Principal provided, however, such expenses must
be agreed  upon in advance  between or among the  Company and USC and/or the USC
Principals  prior to the  time  such  expenses  are  incurred  by USC or any USC
Principal.

2. The parties hereto agree that those two (2) certain Company  promissory notes
made payable to USC and dated on or about February 27, 1996, and August 12, I996
(collectively,  the "First Notes"), on which the Company, on or about October 5,
1996,  made a  partial  payment  of One  Hundred  Twenty-Five  Thousand  Dollars
($125,000.00),  are as of the date  hereof  fully  paid and the  collateral  (as
defined therein) securing the First Notes fully released, and that no other sums
shall be due or payable on account of the First Notes or the documents  executed
in  connection  therewith.   Further,  USC  and  the  USC  Principals  agree  to
immediately return all executed originals, proxies and/or instruments pertaining
to the First Notes and the  collateral  securing  the First Notes to the Company
for cancellation  and/or  destruction by the Company,  and to cooperate with all
reasonable  requests of the Company,  including  but not limited to delivery and
execution  of all  necessary  documents to cancel the First Notes and to release
the collateral.

3. The parties  hereto agree that the sum of the remaining  note payable and all
remaining  expenses and  compensation of any kind whatsoever owed by the Company
to  USC  or any  USC  Principal  is One  Hundred  Seventy-one  Thousand  Dollars
($171,000.00US).  The  Company  hereby  agrees  to pay to USC  the  said  amount
pursuant  to the  promissory  notes dated the date  hereof,  copies of which are
attached as Attachments B and C and expressly  incorporated herein by reference,
in the amount of One Hundred Seventy-One Thousand Dollars ($171,000.00 US) (the,
"New Notes"). The sums due under the New Notes shall be payable as follows:


Principal  of  Thirty-Five  Thousand  Dollars  ($35,000,00  US) shall be due and
payable at the time the Payor shall have received the cash proceeds from the Two
Hundred Fifty-Five  Thousand Dollars  ($255,000.00 US) second mortgage note held
by  Envirometrics,  Inc.,  that  resulted  from the sale of those  certain  real
properties  described in  Attachment A to this Note and  expressly  incorporated
herein by  reference.  Payor  will pay  interest  monthly  at the rate  Payee is
charged by  Regency  Bank (the  "Bank").  (Current  rate  charged by the Bank is
8.75%.)

Principal of One Hundred Thirty-Six  Thousand Dollars  ($136,000.00 US) shall be
due and payable in 60 equal  monthly  installments  of  $2,629.26  US  including
accrued interest thereon,  commeneing on January 15, 1997 and on each 15m day of
each month following  until all Remaining  Principal due under this Note is paid
in full;  provided,  in any event that all sums due  hereunder  shall be due and
payable on December 15, 2001 (the "Maturity Date"). The principal due under this
Note,  shall  bear  interest  at the rate of Six  Percent  (6%) per annum on the
Principal  outstanding  hereunder from time to time.  This note shall be paid to
the Payee  directly from the second  mortgage note interest  payments from James
Miller M.D,,  executed with the company on December 19, 1996. if such payment is
not received by the Company from James Miller,  M.D.,  or if James Miller,  M.D.
then interest only shall be due and payable under this note.

Any unpaid  principal  on the Notes  above shall be due and payable in full with
accrued interest thereon on the settlement date of any sale by the Payor, public
or private, of its securities of any character, if the net proceeds to the Payor
from such sate,  after the payment of fees and expenses  incurred in  connection
wkh the sale, equal or exceed the sum of $1,000,000.00 US.

To secure the repayment of all sums due under the New Notes,  the Company hereby
grants to USC,  pursuant to a security  agreement dated as of the date hereof, a
copy of which is attached as Attachment D and expressly  incorporated  herein by
reference  (the  "Security  Agreement"),  a security  interest in the  Company's
right,  title and interest in and to (i) that certain Promissory Note from Trico
Engineering   Consultants,   inc.,  formerly  Trico   Envirometrics,   Inc.,  to
Envirometrics,  Inc.  dated as of July 26,  1996,  as amended  from time to time
thereafter  in the amount of Six Hundred  Thousand  ($600,000.00  US), a copy of
which is  atittached as  Attachment E E_ and  expressly  incorporated  herein by
reference  (the "Trico  Note"),  and (1) that  certain  Pledge  Agreement by and
between Envkometrics,  Inc. and Andrew C. Gillette dated as of July 26, 1996, as
amended from time to time thereafter,  pursuant to which Gillette pledges to the
Company all of his interest in shares of Trico Envirometrics,  Inc. stock and in
options to purchase  shares of Company common stock, a copy of which is attached
as Attachment F and expressly  incorporated  herein by reference  (the "Gillette
Pledge Agreement").

5. The Company  shall  within a  reasonable  time  following  execution  of this
Agreement,  issue or cause  to be  issued  to USC,  pursuant  to the  reasonable
written  instructions of USC actually received by the Company prior to issuance,
one hundred  twenty-five  thousand  (125,000)  shares of validly  authorized and
previously  unissued  $. 001 par value  Common  Stock of the  Company  (the "USC
Shares"),  which stock  shall not on the date of  issuance to USC be  registered
under the,  Securities Act of 1933 'or under any state securities or other "blue
sky" laws, but which shall have the  Registration  Rights in Paragraph 9 hereof.
The  Company  shall,  in its  sole  discretion,determine  its  tax,  securities,
accounting and other reporting treatment of this transfer of shares,  whether as
(a) a conversion of a liability from USC and any USC Principal,  (b) an exchange
of  warrants,  options,  or other  rights held or  exercisable  by or  otherwise
belonging to USC or any USC Principal to Purchase or receive,  shares of Company
stock or warrants therefor,  or (c) any combination of (a) and (b), or any other
treatment acceptable to the Company's accountants (the "Treatment").

6. Except as  expressly  provided in this  Agreement,  and  notwithstanding  the
Treatment chosen by the Company pursuant to Paragraph 5 hereof,  as of this date
hereof,  any and all outstanding or unissued  options,  warrants or other rights
held or  exercisable  by or otherwise  belonging to USC or any USC  Principal to
purchase or receive shares or warrants of Company stock shall be null and 'void,
and any documents, proxies, or legal instruments providing for such rights shall
be immediately returned to the Company.

7'. In connection  with the closing of the matters agreed  herein,  the Company,
USC and the USC  Principals  shall  deliver  to each  other an  executed  mutual
release in the form  attached as Attachment G expressly  incorporated  herein by
reference.

8. Nothing in this  Agreement  shall affect the  employer/employee  relationship
previously  entered  into by and between  the  Company and Rose.  Rose agrees to
remain  employed by the Company  under the present  terms and  conditions of her
employment.  The Company  agrees to pay on a timely basis all of Rose's fees and
expenses  reasonably  relating to the business of the Company which are approved
by the Company prior to being incurred.

9. In the event that the Company at any time subsequent to the date the Exchange
Shares are issued to USC  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 USC 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,   USC  may  request  that  the  Company  include  in  such  contemplated
registration  statement any shares of stock owned by USC (whether such ownership
is by virtue of issuance  pursuant to this agreement or pursuant to the exercise
of USers rights under the New Note and related documents).  Upon receipt of such
notice,  the  Company  will cause the  shares of stock made the  subject of such
request to be covered by the Company.

In addition, and without limiting the foregoing,  the Company agrees to register
at least Fifty Thousand  (50,000)  Exchange Shares of the Company stock owned by
USC or its  designee,  prior to June 30, 1997 (if so requested  by USC),  and to
register any remainder of the Exchange Shares so owned by USC on demand,  at any
time after December 31, 1997, the registration to be effective within sixty (60)
days following such written demand.

The Company will pay all expenses  reasonably  incurred by it and USC (including
USC'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 USC) 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. USC
shall furnish the Company and the Company  shall  furnish USC,  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
"piggy-back" or demand registration  transaction of the type outlined above. USC
and  the  Company,  respectively,   agree  to  provide  such  documentation  and
information on a timely basis to permit the registration  statement covering the
Exchange Shares and other shares of stock owned by USC to become  effective on a
prompt and orderly basis.

USC  agrees  to limit  the  number of  registered  shares it may sell  following
registration to no more than Twelve Thousand Five Hundred (12,500) shares during
any calendar month for the first two (2) years following registration.

10. This Agreement shall bind and inure to the benefit of the parties hereto and
to their respective personal representatives, heirs, successors or assigns.

11. If any term or provision of this Agreement  shall to any extent be held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of
this  Agreement,  or the  application of such invalid term or provision to other
persons or circumstances, shall not be affected thereby.

12. This Agreement  shall be governed by, and construed in accordance  with, the
laws of the State of South Carolina.  Any disputes under this Agreement shall be
settled only and  exclusively  in the Courts of the State of South  Carolina and
each of the parties  hereto consent to the exclusive  jurisdiction  and venue of
such Courts.

13. This  Agreement may be modified only by an agreement in writing and signed
by the party against whom enforcement of any waiver, charge, modification, or
discharge is sought.

14. All  representations and warranties,  covenants and amendments  contained in
this  Agreement and in all documents and  agreements  incorporated  herein shall
survive the execution of this Agreement.

15. The individuals  actually executing this Agreement  personally represent and
warrant  that they  have the  necessary  power and  authority  to  execute  this
Agreement in behalf of thc party they represent,  and that their  signatures are
sufficient to make this Agreement the binding and enforceable obligation of such
party.

16. This  document may be executed in any number of  counterparts  with the same
effect as if the signatures hereto and thereto are upon the same instrument,

17.  This  Agreement  has been  negotiated  by the Parties  hereto.  The Parties
represent and warrant to one another that each has actively  participated in the
finalization  of this  Agreement,  have been  represented  by and consulted with
counsel  of  their  choice,  and,  in the  event  of a  dispute  concerning  the
interpretation of this Agreement,  each Party hereby waives the doctrine that an
ambiguity  should be  interpreted  against  the  Party  which  has  drafted  the
document.

18. This Agreement  contains the entire agreement between the Parties hereto and
supersedes and emilnates any and all prior agreements and  understandings,  oral
or written,  between the  Parties  hereto with  respect to the matters set forth
herein.

19. The Parties hereto  understand and agree that that certain  contract between
Envirometrics, Inc..and The United States Company, dated as of July 11, 1995, as
the same may have been amended from time to time thereafter (the  "Contract") is
null and void, and that this  Agreement  supersedes and replaces the Contract in
every respect.

IN WITNESS  WHEREOF,  the Parties  hereto have  executed,  or caused their duly
authorized  agents to execute,  this  Agreement  the day and year first  written
above.

COMPANY: ENVIROMETRICS, INC.

Walter H. Elliott, III President

USC: THE UNITED STATES COMPANY

President

GUILFORD: RICHARD

GIABBAI:    MAURIZIO F. GIABBAI

Individually ROSE: ELSIE L. ROSE Individually