AGREEMENT


         By this  Agreement  made and  entered  into as of  November  27,  1995,
ARIZONA  INSTRUMENT  CORPORATION,  a Delaware  corporation  ("AZI"),  and BRIDGE
CAPITAL  INVESTORS II, a New York limited  partnership  ("Bridge"),  confirm and
agree as follows:

         1.       AZI and Bridge are parties to the following documents:

                  a.       Purchase  Agreement  dated  as of  July  6,  1989  as
                           amended  by  the   Amendments   defined   below  (the
                           "Purchase Agreement").

                  b.       Warrant to  purchase  up to 115,000  shares of common
                           stock of AZI,  dated as of July 6, 1989,  in favor of
                           Bridge, as amended by the Amendments (the "Warrant").

                  c.       AZI's ten percent (10%) Convertible Subordinated Note
                           due  1996  in  the  original   principal   amount  of
                           $3,000,000  in favor of  Bridge,  as  amended  by the
                           Amendments (the "Note").

                  d.       Amendment   No.  1,  dated  as  of  March  30,  1990;
                           Amendment   No.  2,  dated  as  of  March  28,  1991;
                           Amendment No. 3, dated as of April 8, 1992; Amendment
                           No. 4, dated as of September 2, 1992;  Amendment  No.
                           5, dated as of July 16, 1993;  Amendment No. 6, dated
                           as of November 30, 1993; Amendment No. 7, dated as of
                           July 1, 1994;  and Amendment No. 8, dated as of March
                           30, 1995 (collectively the "Amendments").

The Purchase  Agreement,  the Warrant,  the Note and the  Amendments  are herein
collectively called the "Existing Agreements."

         2. The  outstanding  principal  balance  of the Note is  $1,162,083.00.
Bridge agrees to accept that amount, plus interest on that amount at the rate of
twelve  percent (12%) per annum from October 1, 1995 through the date payment is
received (such  principal and interest  herein called the "Final  Payment"),  in
full payment and  satisfaction  of the Note,  provided that the Final Payment is
received on or before  November 28, 1995. By accepting the Final Payment as full
payment and satisfaction of the Note,  Bridge waives all other amounts otherwise
due under the Note,  including any penalty interest as a result of AZI utilizing
the  four-month  extension  for the December 31, 1994 payment  which was made on
April 30, 1995, and the four-month extension for the June 30, 1995 payment which
was made on October 31, 1995.

         3. All existing  warrant  rights under the Warrant  and/or the Purchase
Agreement  have been  exercised.  Bridge  waives all rights  under the  Purchase
Agreement  and/or the Warrant to receive any additional  warrants as a result of
the  prepayment  of the Note,  provided that the Final Payment is received on or
before November 28, 1995.
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         4. Upon receipt by Bridge of the Final Payment as provided herein,  the
parties  shall  have  no  further  rights  or  obligations  under  the  Existing
Agreements and Bridge shall (I) mark the Note "PAID" and immediately deliver the
original  Note to AZI and  (ii)  mark the  Warrant  "CANCELED"  and  immediately
deliver the original Warrant to AZI.

         5. The parties  shall  execute such  additional  documents  and do such
other acts as may be reasonably  necessary to fully implement the intent of this
Agreement.

         6. This Agreement  shall be governed by and construed  according to the
laws of the State of Arizona.

         7. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their successors and assigns.

         IN WITNESS  WHEREOF,  these  presents are executed as of the date first
written above.


                                   ARIZONA INSTRUMENT CORPORATION


                                   By:_________________________________

                                   Its__________________________________



                                   BRIDGE CAPITAL INVESTORS II

                                   By: Bridge Associates, General Partner

                                   By:__________________________________

                                   Its___________________________________