PROMISSORY NOTE AND SECURITY AGREEMENT

May 29,1997

     FOR VALUE RECEIVED,  the  undersigned,  Envirometrics,  Inc., a corporation
existing  under  the laws of the  State of  Delaware  (hereinafter  referred  to
"Maker"),  promises  to pay to  Shakespeare  Partners,  L.P.,  a South  Carolina
limited  partnership  (hereinafter  referred to as  "Holder"),  at such place as
Holder may from time to time designate,  the aggregate principal amount of Fifty
Thousand  Dollars  ($50,000.00)  (such sum, or such lesser amount as may in fact
have been advanced  hereunder  (as  reflected in the table of advances  attached
hereto as Exhibit 1), being the "Principal"), with interest, as provided below.

     This Note shall bear interest at the rate of Ten Percent (I0%) per annum on
the Principal  outstanding hereunder from time to time and computed on the basis
of a 360-day year of twelve 30-day months for actual days elapsed. All Principal
and interest due  hereunder  shall be due and payable in one balloon  payment on
June 1, 1998 (the "Maturity Date").

     This  Note may be  prepaid  in  whole  or in part by the  Maker at any time
without  penalty.  Payment  shall  be  applied  first  to  interest  and then to
Principal.  All payments due hereunder are payable in lawful money of the United
States of America, which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment.

     In the event of(a) any default in the making of the payment  payable on the
Maturity  Date or within twenty (20) days after such date, or (b) any default in
the performance of any covenant or agreement  contained in this Note, or (c) the
filing of a petition by the Maker under the  provisions of any state  insolvency
law or under the  provisions  of the  Federal  Bankruptcy  Code or such a filing
against the Maker which is not dismissed within sixty (60) days  thereafter,  or
(d) any  assignment  by the  Maker  for the  benefit  of  creditors,  or (e) the
transfer  by the  Maker of a  substantial  portion  of its  assets,  except  for
transfers in the ordinary course of business or for fair consideration, then, or
at any time thereafter at the option of Holder, the whole of the Principal,  all
accrued  interest  thereon and any other sums due  hereunder  shall  immediately
become due and payable upon written notice by the Holder to the Maker.

     From  and  after  the  Maturity  Date  of this  Note,  as the  result  of a
declaration  of maturity or otherwise,  and  including any period  subsequent to
obtaining a judgment by Holder, until paid in full, the entire Principal balance
and other amounts  remaining due and unpaid hereunder shall bear interest at the
rate of Fifteen  Percent (15%) per annum,  compounded  annually,  or the highest
applicable  non-usurious rate, whichever is the lesser. Failure to exercise such
option or any  other  rights  which  Holder  may in the  event of a  default  be
entitled to, shall not  constitute a waiver of the right to exercise such option
or any other rights in the event of any subsequent default,  whether of the same
or different nature.

     The sums due under this Note represent  indebtedness incurred in respect of
Maker's receipt of the proceeds of a loan or loans made by Holder to Maker.


     TO SECURE THE  PAYMENT OF ALL SUMS DUE UNDER THIS NOTE,  and any other sums
due from Maker to Holder  from time to time  after the date of this Note,  Maker
agrees that this Note shall enjoy all benefits of the  security  granted in that
certain  Collateral  Assignment  of  Proceeds  among  Holder,  Maker and others,
equally and ratably with all other  parties  secured  thereby but subject to the
same  priority of payment as is now set forth therein for the  Shakespeare  Debt
(as defined in such Collateral Assignment).

     Maker waives presentment, protest and demand, notice of protest, demand and
dishonor and  nonpayment of this Note,  and consents to any and all renewals and
extensions of the time of payment hereof, and agrees,  further, that at any time
and from  time to time  without  notice,  the  terms of  payment  herein  may be
modified,  changed or exchanged  by  agreement  between the Holder and the Maker
without in any way affecting the liability of either party to this instrument.

     This Note shall be governed as to validity,  interpretation,  construction,
effect and in all other respects by the laws and decisions of the State of South
Carolina, without regard being given to its conflicts of law principles.

     If any term or provision of this Note or the  application  thereof shall to
any extent be invalid or unenforceable,  the remainder of this instrument or the
application of such terms to persons or circumstances  other than those to which
any provision is held invalid or unenforceable shall not be affected thereby.

     This Note may not be modified  orally,  but only by an agreement in writing
signed by the party against whom enforcement of any such modification is sought.
The  remedies  set  forth  herein in all  instances  are not  exclusive  but are
cumulative and in addition to all other remedies which may exist.

Dated: May 29, 1997

MAKER:

ENVIROMETRICS

         Walter H. Elliott, III, President



EXHIBIT I

Table of Advances

Date of Advance

May 29, I997

Amount of Advance

$25,000.00

Maker's Initials



                                     ALLONGE
          Promissory Note and Security Agreement Modification Agreement

     This  Agreement  is made this  19th day of  September  1997 by and  between
Shakespeare  Partners,  LP ("Holder") and  Envirometrics,  Inc. ("Maker") and is
intended  only to modify and extend the  security  provided to Holder under that
certain  Promissory Note and Security  Agreement between Holder and Maker, dated
May 29, 1997 (the "Original Agreement").

     Now,  therefore,  in consideration of the sum of ten dollars and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the panics hereto hereby agree as follows:

     1. The Original  Agreement  is amended to include,  as  collateral  for the
repayment of the sums to be paid by the Maker thereunder, the following:

     Twenty-Five  Thousand  Dollars  ($25,000) of the principal amount due under
this  Promissory  Note and  Security  Agreement  shall be secured by any and all
proceeds,  whether  in cash or in kind,  received  by Maker or its  wholly-owned
subsidiary,  Azimuth,  Inc.  ("Azimuth"),  from any sale or  exchange  of all or
substantially  all, of the capital stock or assets of Azimuth,  and Maker agrees
to pay $25,000 of the  principal  due  hereunder to Holder at the closing of any
such sale of stock or assets.

     2. Maker hereby agrees to file any and all documents reasonably required by
Holder to perfect the additional  security  interest granted hereby,  including,
without limitation, UCC-1 Financing Statements.

     This Agreement is an Allonge and  modification  to the Original  Agreement,
and is not a novation of the same; in all other respects, the Original Agreement
shall remain in full force and effect.

     IN WITNESS WHEREOF,  the parties have caused their duly authorized officers
or partners to execute this Agreement on the date set forth above.


                                      ENVIROMETRICS, INC.
                                      By:
                                      Walter H. Elliott, III, President

                                      SHAKESPEARE PARTNERS, LP

                                      By:_

                                      H.E. Igoe, Jr., General Partner