PROMISSORY NOTE

May 1, 1998

FOR  VALUE  RECEIVED,  the  undersigned,  Envirometrics,  Inc.,  a  corporation
existing  under the laws of the State of  Delaware  (hereinafter  referred to as
"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 Twenty
Thousand  Dollars  ($20,000.00),  the  "Principal",  with interest,  as provided
below.

This Note shall bear  interest at the rate of Ten Per Cent  (10O/O) 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 upon
the  occurrence  of any of the  following  events,  whichever is the earliest to
occur:

     (1) The  Fifth  day  after  Maker  receives  any  proceeds  subject  to the
     Assignment  and Security  Agreement of May 1, 1998 between Maker and Holder
     regarding  a  sale  or   hypothecation  of  any  assets  or  stock  of  its
     wholly-owned subsidiary,  Azimuth, Inc., whether such proceeds be in cash,
     in kind or otherwise; or,

     (2) The  Fifth  day  after  Maker  receives  any  proceeds  subject  to the
     Collateral  Assignment of December,  1996 between  Maker,  Holder and other
     parties,  as amended on May 1, 1996 in  respect to the  promissory  note of
     James W. Miller; or,

     (3) December 31, 1998. The day of occurrence of the above event which first
     occurs shall be defined herein as 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) Maker's  default in the making of the payment payable on the
Maturity Date or within five (5) days after such date, or (b) Maker's default in
the  performance  of any covenant or agreement  contained in this Note or in any
documents which secure the indebtedness  hereof, 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 or pursuant to  Sub-paragraph  (2) above,
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  Per Cent  (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.

All sums now or hereafter due hereunder are secured by Holder's interest in the
agreements  referred  to in  Sub-paragraphs  1 and 2 above and  Holder  shall be
entitled to the benefits of such agreements.

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 by written  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 this Note is placed in the hands of an attorney for collection after the same
shall for any reason become due, or if collected by legal proceedings or through
the  probate or  bankrupt  courts,  then all costs of  collection,  including  a
reasonable  sum for  attorneys  fees  shall be added  hereto as  attorneys  fees
secured and collectible as the Principal hereof

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.


MAKER:
ENVIROMETRICS, INC.


By: _________________________________
Walter H. Elliott III, President