October 1, 1997

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

Preferred   Stock   Subscription   and   Conversion   Agreement  and  Investment
Representations by Zellweger Analytics, Inc.


THIS  PREFERRED  STOCK  SUBSCRIPTION  AND  CONVERSION  AGREEMENT and  Investment
Representations  by Zellweger  Analytics,  Inc.  (the  "Agreement"),  made as of
November 14, 1997 by and between  Envirometrics,  Inc.,  a Delaware  corporation
(the "Company") and Zellweger  Analytics,  Inc. or its assigns (the "Investor"),
recites and provides as follows:

The Investor  agrees to accept  Seventy  Thousand  (70,000)  shares of Preferred
Stock (the "Securities") of  Envirometrics,  Inc., a Delaware  corporation (the
"Company") as part of a settlement of a dispute between  Envirometrics  Products
Company, a South Carolina  corporation ("EPC") wholly owned by the Company.  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 following  representations and warranties 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:

1.  Purchase  and Sale of  Securities.  The  Securities  are being  acquired  in
consideration of the reduction by $140,000.00 US of the Prepaid Purchase Deposit
balance owed to the Investor by the Company,  as more particularly  described in
the Asset  Purchase  Agreement  (the  "Agreement"),  the Mutual  Settlement  and
Release (the "Release")  dated November 14, 1997 and the Master  Distributorship
Agreement  dated January 1, 1996,  among the Investor,  the Company and EPC. The
Securities  will have an absolute  preference in  liquidation  of company assets
over all  other  shareholders  of  common  and  preferred  stock  and  unsecured
creditors,  and a one for three  feature  into  outstanding  Common Stock of the
Company.

2.  Conversion to Common  Stock.  The Investor  shall have the right,  which the
Investor may exercise at any time on or before  December 31, 2001 (the "Maturity
Date") to  convert  all or a portion  of the  Preferred  Stock,  into  shares of
Company's  Common Stock,  upon ten (10) days prior written  notice to Company of
(i) the Investor's  intention to so convert,  (ii) the amount of Preferred Stock
to be converted, and (iii) the conversion date, which shall be no fewer than ten
(10)  days of such  notice.  At all  times  up  until  the  Maturity  Date,  the
conversion  ratio  shall be one share of  Preferred  Stock  for three  shares of
Common Stock.  If the Investor  elects to convert less than all of the Preferred
Stock owned by it, all remaining  shares of Preferred Stock shall be convertible
under the same terms.

3. Put Option.  As an  alternative  to the  conversion  into Common Stock as set
forth  in  paragraph  2  above,  the  Company  hereby  agrees  that for good and
sufficient  consideration,  the  Investor  has the  right to put the  shares  of
Preferred  Stock  issued back to the Company in exchange  for a cash  payment in
accordance with the following schedule:


End of Year     # of Shares     Share Price of Put          Cash to the Investor
-------------   -------------   ------------------          --------------------

1999              17,500            $ 2.00                         $ 35,000.00
2000              17,500            $ 2.00                         $ 35,000.00
2001              17,500            $ 2.00                         $ 35,000.00
2002              17,500             $2.00                         $ 35,000.00
                 --------                                          -----------

                  70,000                                          $ 140,000.00
                 ========                                          ===========


Shares  that are not put by the  Investor  back to the Company in any given year
may be carried forward to the next year at the price stated.  (For example,  all
70,000  shares of  Preferred  Stock may be put to the  Company at the end of the
year  2002 at a price of  $2.00  per  share  for a total  redemption  price of $
140,000.

4. Piggyback  Registration of Common Stock. In the event that the Company at any
time subsequent to the date the 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  reasonable  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  "piggy-back"  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.

5. 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.

6. Investor  Access to  Information.  During the  negotiation of the transaction
contemplated  hereby,  the Investor and its  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 it has
been  given  information  in order  to  evaluate  the  merits  and  risks of the
prospective investment contemplated hereby.

7. Investor  Performance of Due Diligence.  The Investor and its 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 its own
interest  and  neither  the  Investor  nor  any of the  Investor's  officers  or
employees has acted as an agent of the Company.

8.  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.

9. Investor  Restriction on Stock Transfer.  Since the Investor is not acquiring
the Securities with any view to subsequent distribution, the Investor understand
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 it 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.

10.  Investor is an  Accredited  Investor  Within the Meaning of Rule 501 of the
Securities Act of 1933. The Investor and its officers  represent and warrant (i)
that they have  knowledge and  experience  in business and financial  matters to
utilize the  information  given to them 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.

11. Investor Agrees to Hold Company  Harmless.  In  consideration of issuance of
the  Securities  to the  Investor,  the  Investor,  for itself and its officers,
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 its 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

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

13.  Applicable  Law. This Agreement  shall be construed in accordance  with the
laws of the state of Illinois without  reference to the choice of law principles
thereof.

14. 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.

15. 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:

                  Zellweger Analytics, Inc.
                  405 Barclay Blvd.
                  Lincolnshire, Illinois  60069
                  Attn:  Jon McAlear

          16.  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.

17. 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 set its Seal as of the November
14, 1997.


BY: _________________________
ZELLWEGER ANALYTICS, INC
Jon McAlear
Its: President and CEO

The  provisions  of  the  foregoing  subscription  agreement  are  accepted  and
consented to by us as of the November 18, 1997.

COMPANY:
ENVIROMETRICS, INC.

BY: ____________________________
Walter H. Elliott, III
Its: President and CEO