AGREEMENT



THIS  AGREEMENT  is made as of the  last  date  written  below,  by and  between
Envirometrics,  Inc. (hereinafter,  "Company"),  a Delaware corporation with its
principal  office in  Charleston,  South  Carolina  and WALTER H. ELLIOTT III of
Summerville, South Carolina (hereinafter, "Investor");

                                    Recitals

On January 1, 1997 the Parties and others entered into an agreement (hereinafter
the  "Assignment"),  a copy of which is  attached  hereto as Exhibit  "A") under
which  Investor  accepted  (a) as a mode of payment for certain  obligations  of
Company to him (the  "Indebtedness")  an  assignment  to him of proceeds  due to
Company  under a  promissory  note  dated July 26,  1996 from Trico  Engineering
Consultants, Inc. (the "Trico Note"); and, (b) as security for such payment, the
assignment  to him of a portion of a Security  Agreement,  Pledge  Agreement and
Guaranty Agreement,  (collectively the "Security Documents") which collateralize
the Trico Note; and,

As of April 30, 1998 the  Indebtedness,  together with accrued  interest and any
other  amounts  owing from Company to Investor,  had an  outstanding  balance of
$17,449.00; and,

Company's  financial   circumstances  are  such  that  the  elimination  of  the
Indebtedness  by its conversion to equity as provided below and the  termination
by Investor of his interest in the  Assignment,  together  with  concessions  by
other secured  creditors,  will enable it to  significantly  improve its overall
financial situation, including the mediation of its unsecured debt; and,

Investor is willing to cancel the  Indebtedness  and relinquish any rights which
he may have under the  Assignment  in exchange for certain  preferred  stock and
other obligations of Company as expressed herein.

NOW,  THEREFORE,  for and in consideration of the mutual  obligations  expressed
herein and other valuable consideration, the parties agree as follows:

1. Purchase and Sale of Securities.  As soon as practicable  after the execution
hereof, the Company agrees to issue to Investor,  and Investor agrees to accept,
Eight Thousand Seven Hundred  Twenty-Five  (8.725) shares of Preferred  Stock of
the Company described below (the "Securities") in exchange for the consideration
provided for below.

2. Release and  Termination.  The Parties hereby  terminate the Assignment as it
pertains to any rights and  obligations  between them and further agree that the
Assignment  is, as of this day,  canceled,  void and of no further effect to the
extent of any such rights and  obligations,  and  Investor  hereby  releases and
relinquishes  any claims and rights of whatever  nature which he may have to the
"Collateral,"  as defined by Section 2 of the  Assignment,  and any other rights
thereunder.  Contemporaneously with his execution hereof,  Investor is executing
such UCC termination statements as may be necessary to effectively terminate, as
a matter of record, any of his rights under, or interest in, the Assignment. All
prior indebtedness of the Company to the Investor and all instruments evidencing
same are hereby canceled and declared void and of no effect, and Investor hereby
and forever  releases and discharges the Company from all prior  indebtedness to
Investor,  including  but not limited to all  Promissory  Notes from  Company to
Investor,  if any, the original  copy(ies) of which  Investor  shall  deliver to
Company,  as  soon  as  practicable   following  the  execution  hereof,  marked
"Satisfied" and executed by an authorized signatory of Investor..

3. Consent. Investor hereby consents to and ratifies the modification,  release,
cancellation and/or termination of the Trico Note, the Security Documents and/or
the Assignment, between Company and any of the other Parties thereto.

4. Preference, Par Value, Preemptive and Voting Rights. The Securities, together
with the  other  outstanding  preferred  stock  of the  Company  except  for the
preferred stock  originally  issued to Zellweger  Analytics,  Inc., will have an
absolute  preference in liquidation of company assets over all  shareholders  of
Common Stock of the Company and unsecured creditors.  The preferred stock issued
to Zellweger Analytics,  Inc. shall have a prior claim in any liquidation unless
same has been converted to Common Stock of the Company.  The Securities  will be
without  nominal or par value,  and, except as may otherwise be required by law,
shall not entitle the holder to any preemptive  rights to subscribe to any class
of shares issued or which may be issued nor to vote at Stockholders' meetings of
the  Company,   nor  to  participate  in  profits  beyond  their  fixed,  annual
preferential dividend rate.

5.  Dividend.  The  Securities  shall bear and pay a preferred  dividend rate of
Fourteen Cents ($0.14) per share, per annum, payable to the holder at the end of
each calendar quarter, commencing on June 15, 1999. This amount shall accrue for
the first year (6/15/98 - 6/14/99) and be divided equally among and added to the
quarterly payments of the second year (6/15/99 - 6/14/00).

6.  Conversion to Common  Stock.  The Investor  shall have the right,  which the
Investor  may  exercise at any time on or before  June 14,  2009 (the  "Maturity
Date") to convert all or a portion of the  Securities  into shares of  Company's
Common Stock, upon Sixty (60) days prior notice to Company of (i) the Investor's
intention to so convert,  and (ii) the amount of the Securities to be converted.
At all times up until the Maturity Date:  (a) the conversion  ratio shall be one
share of the Securities for five shares of Common Stock of the Company;  and (b)
the  Investor  may,  from time to time,  elect to  convert  less than all of the
Securities  owned  by him  without  impairment  of his  right to  convert  other
portions of the balance thereof.

7. Put Option.  As an  alternative  to the  conversion  into Common Stock as set
forth above, the Investor is hereby granted the right to put the Securities back
to the Company,  upon Sixty (60) days prior notice to Company, in exchange for a
cash payment in accordance with the following schedule:

   Date             # of Shares        Per Share Price         Cash to Investor
6/15/04-6/14/05        1,725               $2.36                      $4,118.20
6/15/05-6/14/06        1,725               $2.42                      $4,222.90
6/15/06-6/14/07        1,725               $2.48                      $4,327.60
6/15/07-6/14/08        1,725               $2.54                      $4,432.30
6/15/08-6/14/09        1,725               $2.60                      $4,537.00
                       8,725                                         $21,638.00

Shares  not put to the  Company  in any given  year may be  carried  forward  to
following  years  (until  6/14/09) and put to the Company at the Per Share Price
stated above for the period in which the put is exercised  for such  Securities.
(For example,  all of the  Securities  may be put to the Company on 6/15/08 at a
price of $2.60 per share for a total  redemption  price of $22,685.00).  Any put
options hereunder not exercised by June 14, 2009 shall expire on that date.

8. Call Option. The Company shall have the right to redeem all or any portion of
the  Securities  not yet  converted  or put to the Company  upon Sixty (60) days
prior notice to the holder according to the following schedule:

 Date                  Per Share Price

6/15/98-6/14/99            $2.00
6/15/99-6/14/00            $2.06
6/15/00-6/14/01            $2.12
6/15/01-6/14/02            $2.18
6/15/02-6/14/03            $2.24
6/15/03-6/15/04            $2.30
6/15/04-6/14/05            $2.36
6/15/05-6/14/06            $2.42
6/15/06-6/14/07            $2.48
6/15/07-6/14/08            $2.54
6/15/08-6/14/09            $2.60

Any  Securities  not (a)  converted to common stock or put to the Company by the
Maturity  Date, or (b) not tendered back to the Company in response to a call by
the date so specified in such notice of call will not be entitled  thereafter to
any dividend, conversion or other rights.

9. Piggyback  Registration of Common Stock. In the event that the Company at any
time subsequent to the date any Common Stock is issued to the Investor 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 the Investor 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,  the Investor may
request that the Company include in such contemplated registration statement any
shares  of  Common  Stock  owned  (or to be owned on such  date  pursuant  to an
anticipated  conversion) by the Investor pursuant to this Stock Subscription and
Conversion  Agreement.  Upon receipt of such notice,  the Company will cause the
shares of Common  Stock made the  subject  of such  request to be covered by the
Company.

The Company  will pay all  expenses  reasonably  incurred by it and the Investor
(including the Investor'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
the  Investor)  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.

The  Investor  shall  furnish  the Company  and the  Company  shall  furnish the
Investor 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  "piggyback"  registration  transaction  of the type  outlined
above.  The  Investor  and the  Company,  respectively,  agree to  provide  such
documentation  and  information  on a timely  basis to permit  the  registration
statement  covering  the common  shares of stock owned by the Investor to become
effective on a prompt and orderly basis.

10. Limitation on Sale of Securities. The Investor agrees to limit the number of
registered  shares he may sell  following  registration  to no more than  25,000
shares  during  any  calendar   quarter  for  the  first  Two  years   following
registration.

11. Investor's Representations and Warranties. The Investor understands that the
Securities are being issued without  registration  under the Federal  Securities
Act  of  1933,   as  amended.   Therefore,   the   Investor   hereby  makes  the
representations and warranties set forth herein to the Company and to each party
assisting the Company in the transaction  and understands  that each such person
or entity is materially relying upon such representations and warranties.

12.  Investor  Representation  of Risk  Understanding.  The Securities are being
acquired for the Investor's own account,  for investment,  and not with the view
to, or for resale in connection with any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended,  or the securities
or  blue-sky  laws of any state.  Without  limiting  the effect or  validity  of
certain "piggyback"  registration rights, the Investor understands that there is
no public  market for the  Securities  and that none is likely to develop in the
foreseeable future. The Investor understands that these substantial restrictions
on  transferability  mean that the Investor  must bear the economic risk of this
investment for an indefinite  period of time because,  among other reasons,  the
Securities have not been  registered  under the 1933 Act, or the securities laws
of any state,  and  therefore  can not be sold,  pledged,  assigned or otherwise
disposed of unless they are subsequently registered under the Act and applicable
state  securities laws or an exemption from such  registration is available.  In
the event that the  Investor  requests  the  opinion of counsel  concerning  the
transferability of the Securities,  the Investor shall pay all costs, including,
without limitation, reasonable attorney's fees, related to such opinion.

13. Investor  Access to  Information.  During the negotiation of the transaction
contemplated  hereby,  the Investor and his  representatives  have been afforded
access to information  concerning the Company and the  contemplated  transaction
and further have been  afforded  the  opportunity  to ask such  questions of the
officers  of  the  Company  concerning  the  business,   operations,   financial
condition, assets, liabilities, and prospects and other relevant matters as they
have deemed necessary or desirable, and the Investor hereby confirms that he has
been  given  information  in order  to  evaluate  the  merits  and  risks of the
prospective investment contemplated hereby.

14. Investor Performance of Due Diligence.  The Investor and his representatives
have been solely responsible for their own "due diligence" investigation of this
investment,  for their own  analysis of the merits and risks of this  investment
and for their own analysis of the fairness and desirability of the terms of this
investment.  In  taking  any  action  or  performing  any role  relative  to the
arranging of the proposed  investment,  the Investor has acted solely in his own
interest  and  neither  the  Investor  nor  any of the  Investor's  officers  or
employees has acted as an agent of the Company.

15.  Investor  Recognition  of Income Tax  Consequences.  The  Investor  further
recognizes that provisions of the Internal Revenue Code of 1986, as amended, and
the regulations  promulgated  thereunder,  may be changed by legislative  and/or
administrative action or interpreted by courts of law in a manner to deprive the
Investor of any contemplated tax benefits of the investment contemplated hereby.

16. Investor Restrictions on Stock Transfer. Since the Investor is not acquiring
the  Securities  with  any  view  to  subsequent   distribution,   the  Investor
understands  that the stock  certificates  which  will be issued  shall bear the
following or a substantially similar legend restricting the transfer:

     "The Securities  represented by this  certificate  have not been registered
     under  the  Securities  Act of  1933,  as  amended  (the  "Act"),  and  are
     "restricted  shares" as that term is defined in Rule number 144 of the Act.
     The shares  may not be  offered  for sale,  sold or  otherwise  transferred
     except  pursuant to an effective  registration  statement  under the Act or
     pursuant to an exemption from registration  under the Act, the availability
     of which is established to the satisfaction of the Company."

When  issued,  the  Securities  will be free and  clear of any  liens,  security
interests encumbrances, claims and rights of others of any kind and nature.

The Investor understands and agrees that he may (subject to the other provisions
of this  Agreement)  transfer all or any portion of the Securities (the "Offered
Interest") to a third party (the  "Transferee") only if the Investor first gives
the  Company  the right of first  refusal as herein  provided  to  purchase  the
Offered  Interest at the price and on terms no less favorable than those offered
to or by such Transferee and only during the period herein set forth. Such right
of first refusal shall be set forth in a written notice containing the terms and
conditions of the proposed  transfer to the Transferee (the "Offer Notice") with
a copy of the offer by the Transferee  attached thereto.  The Company shall have
the  option for a period of 30 days  after its  receipt  of the Offer  Notice to
purchase upon the terms and  conditions  contained in the Offer Notice,  all but
not less than all of the Offered Interest, by delivering written notice thereof,
(the "Acceptance Notice") to the Investor prior to the expiration of such 30-day
period. If the Company elects to purchase the Offered Interest, settlement shall
be held at the  principal  office of the Company or at such  mutually  agreeable
location within 30 days of receipt of the Acceptance Notice. If the Company does
not elect to purchase all of the Offered  Interest  within 30 days after receipt
of the Offer Notice,  the Investor  shall have the right to transfer the Offered
Interest to the Transferee upon the terms and conditions  contained in the Offer
Notice,  provided  that  prior to any  transfer  of the  Offered  Interest,  the
Transferee expressly assumes in writing all of the Investor's  obligations under
this  Agreement  and agrees in writing  with the  Company to be  governed by the
provisions of this Agreement, and further provided that settlement occurs within
75 days of delivery of this Offer  Notice.  The foregoing  notwithstanding,  the
Investor shall have the right, from time to time, to transfer all or any portion
of the Securities  among a parent,  subsidiary or affiliated  companies  without
having to first offer the Securities to the Company or otherwise  complying with
the foregoing paragraph.

17.  Investor is an  Accredited  Investor  Within the Meaning of Rule 501 of the
Securities  Act of 1933.  The Investor  represents  and warrants (i) that he has
knowledge  and  experience  in  business  and  financial  matters to utilize the
information  given to him in  connection  with this  investment in order for the
Investor  to  evaluate  the  risks  of the  investment  and to make an  informed
investment  decision,  and (ii) that the Investor has the financial  strength to
bear the  risks of the  investment  including  the  possible  total  loss of the
investment.

18. Investor Agrees to Hold Company  Harmless.  In  consideration of issuance of
the Securities to the Investor, the Investor hereby:

     (a) releases and forever discharges the Company and each of its affiliates,
     employees, officers, directors, shareholders, agents or representatives, of
     and from (i) any and all actions and causes of actions,  claims and demands
     whatsoever, whether known or unknown and whether or not founded in fact, in
     law or in equity (other than with respect to material misstatements of fact
     made to the Investor by the Company and with respect to material  omissions
     to  state a fact  when  requested  by the  Investor),  and (ii) any and all
     manner of suits, debts, dues, sums of money, accounts,  reckonings,  bonds,
     bills,  specialties,   covenants,   controversies,   agreements,  promises,
     trespasses,  damages, judgments,  executions, claims and demands whatsoever
     in law or in (other  than with  respect to material  misstatements  of fact
     made to the Investor by the Company and with respect to material  omissions
     to state a fact when requested by the  Investor),  upon or by reason of any
     matter,  cause or thing whatsoever arising out of or in connection with the
     Investor's  acquisition or ownership of the Securities,  to the extent that
     the same  arises  from or is  related  to  claims  under  state or  federal
     securities  laws or resulting from any action,  suit,  proceeding,  demand,
     assessment, judgment, cost or expense incident to any of the foregoing, and
     covenants  and  agrees  with  the  Company  and  each  of  its  affiliates,
     employees,  officers,  directors,  shareholders,  agents or representatives
     that  neither  the  Investor  nor his  successors  will ever (i)  except as
     allowed  herein,  institute any suit or action at law or otherwise  against
     the   Company   or  its   affiliates,   employees,   officers,   directors,
     shareholders, agents or representatives, or, (ii) except as allowed herein,
     institute,  prosecute,  or in any way aid in the institution or prosecution
     of any claim, demand, action or cause of action for damages, costs, loss of
     services,  expense or compensation for and on account of any damages,  loss
     or injury either to person or property,  or both, or breach of any contract
     or agreement,  whether  developed or  undeveloped,  resulting or to result,
     known or  unknown,  or by reason of any matter,  cause or thing  whatsoever
     arising out of or in  connection  with the  Investor's  acquisition  of the
     Securities,  to the extent  that such  arises  from or is related to claims
     under state or federal securities laws, or resulting from any action, suit,
     proceeding, demand, assessment,  judgment, cost or expenses incident to any
     of the foregoing; and

     (b)  without  limiting  the  indemnification  provisions  contained  in the
     Promissory Note or related Security Agreement, agrees to indemnify and hold
     free and harmless the Company from and against all costs, expense,  claims,
     damages  and   liabilities  (to  the  extent  the  Investor  has  benefited
     financially  by the  action  resulting  in such  costs,  expenses,  claims,
     damages or liabilities), whether accrued, absolute, contingent or otherwise
     arising out of or in connection with the acquisition of the Securities,  to
     the extent  that such  arises  from or is related to claims  under state or
     federal  securities laws, or resulting from any action,  suit,  proceeding,
     demand,  assessment,  judgment,  cost or  expenses  incident  to any of the
     foregoing,  and the  Investor  agrees  to pay  upon  request  all  fees and
     expenses  including  but  not  limited  to,  reasonable   attorney's  fees,
     associated with any of the above.


19. Availability of Representation by Independent Counsel. The Investor confirms
and  acknowledges  that  he  has  had  full  opportunity  to be  represented  by
independent counsel of his choice to review the investment solely from the point
of view of the Investor.

20. Applicable Law. This Agreement shall be governed in all respects by the laws
of the state of South Carolina without reference to the choice of law principles
thereof,  and the  Parties  hereto  submit  to  exclusively  to the in  personam
jurisdiction  of the courts in Charleston,  South Carolina for the resolution of
any disputes which may arise herefrom.

21. Binding Effect. Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the Parties and their successors, legal
representatives and assigns.

22. Notice. Any notice or other  communication  required or permitted  hereunder
shall be in writing and shall be  sufficiently  given if  delivered in person or
sent by telex,  facsimile,  telecopy,  registered or certified mail with postage
prepaid, Federal Express or Express Mail, addressed as follows:

         If to the Company:

                  Envirometrics, Inc.
                  9229 University Boulevard
                  Charleston, South Carolina   29406

         If to the Investor:

                  Walter H. Elliott III
                  205 Walnut Hill Drive
                  Summerville, SC  29485

23.  Severability.  If any provision of this Agreement or application thereof to
anyone or under any  circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction,  such invalidity or  unenforceability  shall not affect any
other  provisions of this Agreement that can be given effect without the invalid
or  unenforceable  provision or  application  and shall not invalidate or render
unenforceable the invalid or unenforceable  provision in any other  jurisdiction
or under any other circumstance.

24. Entire  Agreement.  This agreement  constitutes the entire  agreement by and
between the parties  pertaining to the subject  matter hereof and supersedes all
prior and contemporaneous understandings of the parties.


IN WITNESS WHEREOF, the Investor has hereunto executed this instrument this 30th
day of June, 1998.


By:____________________________________
      Walter H. Elliott, III ("Investor")


The  provisions  of  the  foregoing  subscription  agreement  are  accepted  and
consented to by us as of this 30th day of June, 1998.


ENVIROMETRICS, INC. ("Company")


By: ____________________________
       Walter H. Elliott, III, President and CEO