CERTIFICATE OF DESIGNATION
                                       OF
                        SERIES A, B AND C PREFERRED STOCK
                                       OF
                               ENVIROMETRICS, INC.

     Pursuant  to  Section  151  of  the  Delaware   General   Corporation  Law,
Envirometrics,  Inc. (the "Corporation"),  a corporation  organized and existing
under and by virtue of the provisions of the Delaware  General  Corporation Law,
and  pursuant  to  authority  conferred  upon  the  Board  of  Directors  of the
Corporation   (the  "Board")  by  the  Certificate  of   Incorporation   of  the
Corporation,  the Board, by a Unanimous  Written Consent dated January 11, 1999,
adopted the following  resolution  (a) ratifying  previous  actions taken by the
Board in  authorizing  the  creation and issuance of Series A, B and C Preferred
Stock of the  Corporation,  and (b) defining with  specificity the terms of said
Series, as follows:

     RESOLVED, that pursuant to authority expressly granted to and vested in the
Board of Directors  by the  Certificate  of  Incorporation,  as amended,  of the
Corporation, the Board hereby ratifies its creation of the following Series (the
"Series") of Preferred  Stock (the  "Preferred  Stock") and Classes of each such
Series (the "Classes"),  and authorizes the issuance  thereof,  and hereby fixes
the designation thereof, preferences and relative,  participating,  optional and
other  special   limitations  or  restrictions   thereon  (in  addition  to  the
designations,  preferences and relative, participating and other special rights,
and the qualifications,  limitations or restrictions  thereof,  set forth in the
Certificate  of  Incorporation,  as  amended,  of  the  Corporation,  which  are
applicable to the Preferred Stock of all Series and Classes) as follows:

I.  SERIES A PREFERRED STOCK

     1.  Designation.  The  shares  of the  Series A  Preferred  Stock  shall be
designated "Series A Preferred Stock",  shall consist of 70,000 shares and shall
be divided into four Classes as follows:

         Class 1                              17,500 Shares
         Class 2                              17,500 Shares
         Class 3                              17,500 Shares
         Class 4                              17,500 Shares

     2. Dividends. No Dividend will be paid on the Series A Preferred Stock.

     3.  Conversion  Rights.  Holders of the Series A Preferred Stock ("Series A
Holders") shall have the right, which they may exercise at any time on or before
December 31, 2001 (the  "Maturity  Date"),  to convert all or a portion of their
Series A Preferred Stock into shares of the Corporation's  Common Stock upon Ten
(10) days prior written notice to the  Corporation of (i) their  intention to so
convert;  (ii) the amount of the Series A Preferred  Stock to be converted;  and
the conversion  date which shall be no fewer than ten (10) days from the receipt
of such notice.  At all times up until the  Maturity  Date:  (a) the  conversion
ratio  shall be one share of the Series A  Preferred  Stock for three  shares of
Common Stock, $.001 par value, of the Corporation (the "Common Stock");  and (b)
a Series A Holder may, from time to time,  elect to convert less than all of its
Series A Preferred  Stock  holdings  without  impairment to its right to convert
other portions of the balance thereof.

     4. Adjustment for  Recapitalization,  Etc. If the Corporation  shall at any
time  subdivide  its  outstanding  shares of Common  Stock by  recapitalization,
reclassification  or split-up  thereof,  or if the  Corporation  shall declare a
stock  dividend or distribute  shares of Common Stock to its  shareholders,  the
number of shares of Common Stock subject to the  conversion  rights  pursuant to
Paragraph I (3) above shall be proportionately increased; and if the Corporation
shall  at  any  time  combine  the   outstanding   shares  of  Common  Stock  by
recapitalization,  reclassification or combination thereof, the number of shares
of Common Stock  subject to the  conversion  rights  pursuant to Paragraph I (3)
above shall be proportionately  decreased. Any such adjustments pursuant to this
Paragraph I (4) shall be  effective  at the close of  business on the  effective
date of such subdivision or combination or, if any adjustment is the result of a
stock  dividend or  distribution,  then the effective  date for such  adjustment
shall be the record date therefor.

     5. Put Options.  The various Classes of Series A Preferred Stock may be put
to the Corporation, upon Sixty (60) days prior written notice to Corporation, in
exchange for cash payments out of funds legally available therefor in accordance
with the following schedule and prices:

Class                    Date                                  Per Share Price

#1                  12/31/99-12/31/03                              $2.00
#2                  12/31/00-12/31/03                              $2.00
#3                  12/31/01-12/31/03                              $2.00
#4                  12/31/02-12/31/03                              $2.00

     Any Series A Preferred Stock put options not exercised by December 31, 2003
shall expire on that date. Any Series A Preferred  Stock not converted to common
stock by the Maturity  Date nor put to the  Corporation  by December 31, 2003 as
above,  will not be entitled  thereafter  to any  dividend,  conversion or other
rights.

     6. Liquidation.

     (a) Liquidation Preference.  Upon any liquidation,  dissolution, or winding
up of the Corporation, whether voluntary or involuntary, and after provision for
the payment of  creditors,  the Series A Holders shall be entitled to be paid an
amount  equal  to Two  Dollars  per  share  ("Liquidation  Value")  of  Series A
Preferred Stock held,  before any distribution or payment is made upon any other
shares of Preferred Stock or of Common Stock.

     (b) Ratable Distribution.  If upon any liquidation,  dissolution or winding
up of the Corporation, the net assets of the Corporation to be distributed among
the Series A Holders  shall be  insufficient  to permit  payment in full to such
Series A Holders,  then all  remaining net assets of the  Corporation  after the
provision  for the  payment  of the  Corporation's  debts  shall be  distributed
ratably in  proportion  to the full amounts to which such Series A Holders would
otherwise be entitled to receive.

     (c) Corporate Changes.  The sale, lease or exchange of all or substantially
all  of  the  Corporation's  assets  or  the  merger  or  consolidation  of  the
Corporation  which results in the holders of Common Stock  receiving in exchange
for such Common Stock cash, notes, debentures or other evidences of indebtedness
or  obligations  to pay cash, or preferred  stock of the surviving  entity which
ranks  on a  parity  with  or  senior  to the  Series  A  Preferred  Stock  upon
liquidation,  dissolution  or  winding-up  shall be deemed to be a  liquidation,
dissolution or winding up of the affairs of the  Corporation  within the meaning
of this Paragraph 3. In the case of mergers or consolidations of the Corporation
where holders of Common Stock receive, in exchange for such Common Stock, common
stock or preferred  stock in the surviving  entity (whether or not the surviving
entity is the Corporation) of such merger or  consolidation,  or common stock or
preferred  stock of another entity (in either case,  such preferred  stock to be
received  in  exchange  for common  stock is herein  referred  to as  "Exchanged
Preferred Stock"),  which is junior upon liquidation,  dissolution or winding up
to the Series A Preferred Stock, the merger agreement or consolidation agreement
shall expressly provide that the Series A Preferred Stock shall become preferred
stock of such  surviving  entity or other  entity,  as the case may be, with the
same equivalent rights to the rights set forth herein;  provided,  however, that
if the Exchanged  Preferred  Stock is to be mandatorily  redeemed in whole or in
part  through  the  operation  of a sinking  fund or  otherwise,  the  merger or
consolidation  agreement shall expressly provide that, or other provisions shall
be made so that, all shares of the Series A Preferred Stock shall be mandatorily
redeemed  prior to the first  mandatory  redemption of the  Exchanged  Preferred
Stock; and provided  further,  that in the event the Corporation or an affiliate
of the Corporation  optionally  redeems or otherwise  acquires any or all of the
then outstanding  shares of Exchanged  Preferred  Stock,  the Corporation  shall
redeem all shares of Series A Preferred Stock prior to the first such redemption
of the Exchanged  Preferred  Stock. In the event of a merger or consolidation of
the Corporation where the consideration  received by the holders of common stock
consists of two or more types of the  consideration set forth above, the holders
of the Series A Preferred  Stock  shall be  entitled  to receive  either cash or
securities  based upon the  foregoing in the same  proportion  as the holders of
Common Stock of the  Corporation  are  receiving  cash or  securities  or equity
securities in the surviving entity or other entity.

II.  SERIES B PREFERRED STOCK

     1.  Designation.  The  shares  of the  Series B  Preferred  Stock  shall be
designated "Series B Preferred Stock," shall consist of 208,640 shares and shall
be divided into five Classes as follows:

         Class 1                              41,728 Shares
         Class 2                              41,728 Shares
         Class 3                              41,728 Shares
         Class 4                              41,728 Shares
         Class 5                              41,728 Shares

     2.  Dividends.  Holders of the  Series B  Preferred  Stock  (the  "Series B
Holders") shall be entitled to an annual  cumulative  dividend of Fourteen Cents
($0.14)  per  share  payable  quarterly  in  arrears  out of the  funds  legally
available  therefor,  commencing  on September  15, 1999.  Dividends  which have
accrued  up to that date shall be  divided  equally  among and added to the four
successive quarterly dividend payments commencing on and following that date and
shall be paid together with such  payments.  Dividends  shall begin to accrue on
206,390  of such  shares  on June 15,  1998,  and  shall  begin to accrue on the
remaining 2,250 shares on January 1, 1999. Dividends payable for any period less
than a full year  will be  computed  on the  basis of a 360 day year with  equal
months of 30 days.

     3. Conversion Rights. Series B Holders shall have the right, which they may
exercise  at any time on or before  June 14,  2009  (the  "Maturity  Date"),  to
convert all or a portion of their  Series B  Preferred  Stock into shares of the
Common Stock upon Sixty (60) days prior written notice to the Corporation of (i)
their  intention  to so  convert,  and (ii) the amount of the Series B Preferred
Stock to be  converted.  At all  times  up  until  the  Maturity  Date:  (a) the
conversion  ratio  shall be one share of the Series B  Preferred  Stock for five
shares of Common Stock;  and (b) a Series B Holder may, from time to time, elect
to  convert  less than all of its  Series B  Preferred  Stock  holdings  without
impairment to its right to convert other portions of the balance thereof.

     4. Adjustment for  Recapitalization,  Etc. If the Corporation  shall at any
time  subdivide  its  outstanding  shares of Common  Stock by  recapitalization,
reclassification  or split-up  thereof,  or if the  Corporation  shall declare a
stock  dividend or distribute  shares of Common Stock to its  shareholders,  the
number of shares of Common Stock subject to the  conversion  rights  pursuant to
Paragraph  II  (3)  above  shall  be  proportionately   increased;  and  if  the
Corporation shall at any time combine the outstanding  shares of Common Stock by
recapitalization,  reclassification or combination thereof, the number of shares
of Common Stock subject to the  conversion  rights  pursuant to Paragraph II (3)
above shall be proportionately  decreased. Any such adjustments pursuant to this
Paragraph II (4) shall be  effective  at the close of business on the  effective
date of such subdivision or combination or, if any adjustment is the result of a
stock  dividend or  distribution,  then the effective  date for such  adjustment
shall be the record date therefor.

     5. Put Options.  The various Classes of Series B Preferred Stock may be put
to the Corporation, upon Sixty (60) days prior written notice to Corporation, in
exchange for cash payments out of funds legally available therefor in accordance
with the following schedule and prices:

Class                    Date                                  Per Share Price

#1                  6/15/04-6/14/09                                $2.36
#2                  6/15/05-6/14/09                                $2.42
#3                  6/15/06-6/14/09                                $2.48
#4                  6/15/07-6/14/09                                $2.54
#5                  6/15/08-6/14/09                                $2.60

     Any Series B Preferred  Stock put options  not  exercised  by June 14, 2009
shall expire on that date.

     6. Call Option.  The Corporation  shall have the right to redeem all or any
portion of the Series B Preferred Stock which has not been previously  converted
or put to the  Corporation,  upon Sixty (60) days  prior  written  notice to the
holders thereof and payment to them of the following amounts (in addition to any
accrued and unpaid dividends  thereon)  according to the following  schedule and
prices:

Redemption 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 Series B Preferred  Stock not (a)  converted  to common stock or put to
the Corporation by the Maturity Date, or (b) tendered back to the Corporation 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.  A purported
exercise of a put option under  Paragraph (5) above with respect to any Series B
Preferred  Stock which has been called in a prior notice of redemption  pursuant
to this Paragraph (6) shall be null and void.

     7. Liquidation.

     (a) Liquidation Preference.  Upon any liquidation,  dissolution, or winding
up of the Corporation, whether voluntary or involuntary, and after provision for
the payment of  creditors,  the Series B Holders shall be entitled to be paid an
amount equal to Two Dollars ($2.00) per share ("Liquidation  Value") of Series B
Preferred Stock held, before any distribution or payment is made upon any shares
of Common Stock and any other  preferred  stock junior to the Series B Preferred
Stock but subject to the priority of Series A Preferred Stock.

     (b) Ratable Distribution.  If upon any liquidation,  dissolution or winding
up of the Corporation, the net assets of the Corporation to be distributed among
the  Holders  shall be  insufficient  to permit  payment in full to the Series B
Holders,  then all remaining net assets of the  Corporation  after the provision
for the  payment of the  Corporation's  debts and  distribution  to the Series A
Holders shall be distributed  ratably in proportion to the full amounts to which
they would  otherwise  be  entitled  to receive  among the Series B Holders  and
Series C Holders.

     (c) Corporate Changes.  The sale, lease or exchange of all or substantially
all  of  the  Corporation's  assets  or  the  merger  or  consolidation  of  the
Corporation  which results in the holders of Common Stock  receiving in exchange
for such Common Stock cash, notes, debentures or other evidences of indebtedness
or  obligations  to pay cash, or preferred  stock of the surviving  entity which
ranks on a parity with or senior to the Series B Preferred Stock as to dividends
or  upon  liquidation,  dissolution  or  winding-up  shall  be  deemed  to  be a
liquidation,  dissolution or winding up of the affairs of the Corporation within
the meaning of this Paragraph 7. In the case of mergers or consolidations of the
Corporation  where holders of Common Stock receive,  in exchange for such Common
Stock,  common stock or preferred stock in the surviving  entity (whether or not
the surviving  entity is the  Corporation) of such merger or  consolidation,  or
common stock or preferred stock of another entity (in either case, such stock to
be received in exchange  for common  stock is herein  referred to as  "Exchanged
Stock"),  which is  junior  to the  Series B  Preferred  Stock as to  dividends,
liquidation,  dissolution or winding up, the merger  agreement or  consolidation
agreement shall expressly provide that the Series B Preferred Stock shall become
preferred  stock of such surviving  entity or other entity,  as the case may be,
with the same annual dividend rate and equivalent rights to the rights set forth
herein;  provided  however  that if the  Exchanged  Stock  is to be  mandatorily
redeemed  in  whole  or in part  through  the  operation  of a  sinking  fund or
otherwise,  the merger or consolidation  agreement shall expressly provide that,
or other  provisions shall be made so that, all shares of the Series B Preferred
Stock shall be mandatorily  redeemed prior to the first mandatory  redemption of
the Exchanged Stock; and, provided further, that in the event the Corporation or
an affiliate of the Corporation  optionally redeems or otherwise acquires any or
all of the then outstanding  shares of Exchanged  Stock,  the Corporation  shall
redeem all shares of Series B Preferred Stock prior to the first such redemption
of the  Exchanged  Stock.  In the  event of a  merger  or  consolidation  of the
Corporation  where the  consideration  received by the  holders of Common  Stock
consists of two or more types of the consideration set forth above, the Series B
Holders shall be entitled to receive  either cash or  securities  based upon the
foregoing in the same  proportion  as the holders of Common Stock are  receiving
cash or debt securities,  or equity  securities in the surviving entity or other
entity.

III.  SERIES C PREFERRED STOCK

     1.  Designation.  The  shares  of the  Series C  Preferred  Stock  shall be
designated  "Series C Preferred Stock," shall consist of 74,878 shares and shall
be divided into three Classes as follows:

         Class 1                              24,959 Shares
         Class 2                              24,959 Shares
         Class 3                              24,960 Shares

     2.  Dividends.  Holders of the  Series C  Preferred  Stock  (the  "Series C
Holders") shall be entitled to an annual  cumulative  dividend of Fourteen Cents
($0.14)  per  share  payable  quarterly  in  arrears  out of the  funds  legally
available  therefor,  commencing  on September  15, 1999.  Dividends  which have
accrued  up to that date shall be  divided  equally  among and added to the four
successive quarterly dividend payments commencing on and following that date and
shall be paid together with such  payments.  Dividends  shall begin to accrue on
the Series C Preferred Stock on June 15, 1998.  Dividends payable for any period
less than a full year will be computed on the basis of a 360 day year with equal
months of 30 days.

     3. Conversion Rights. Series C Holders shall have the right, which they may
exercise  at any time on or before  June 14,  2003  (the  "Maturity  Date"),  to
convert all or a portion of their  Series C  Preferred  Stock into shares of the
Common Stock upon Sixty (60) days prior written notice to the Corporation of (i)
their  intention  to so  convert,  and (ii) the amount of the Series C Preferred
Stock to be  converted.  At all  times  up  until  the  Maturity  Date:  (a) the
conversion  ratio  shall be one share of the Series C  Preferred  Stock for five
shares of Common Stock;  and (b) a Series C Holder may, from time to time, elect
to  convert  less than all of its  Series C  Preferred  Stock  holdings  without
impairment to its right to convert other portions of the balance thereof.

     4. Adjustment for  Recapitalization,  Etc. If the Corporation  shall at any
time  subdivide  its  outstanding  shares of Common  Stock by  recapitalization,
reclassification  or split-up  thereof,  or if the  Corporation  shall declare a
stock  dividend or distribute  shares of Common Stock to its  shareholders,  the
number of shares of Common Stock subject to the  conversion  rights  pursuant to
Paragraph  III  (3)  above  shall  be  proportionately  increased;  and  if  the
Corporation shall at any time combine the outstanding  shares of Common Stock by
recapitalization,  reclassification or combination thereof, the number of shares
of Common Stock subject to the conversion  rights  pursuant to Paragraph III (3)
above shall be proportionately  decreased. Any such adjustments pursuant to this
Paragraph  III (4) shall be effective at the close of business on the  effective
date of such subdivision or combination or, if any adjustment is the result of a
stock  dividend or  distribution,  then the effective  date for such  adjustment
shall be the record date therefor.

     5. Put Options.  The various Classes of Series C Preferred Stock may be put
to the Corporation, upon Sixty (60) days prior written notice to Corporation, in
exchange for cash payments out of funds legally available therefor in accordance
with the following schedule and prices:

Class                      Date                                  Per Share Price

#1                    6/15/00-6/14/03                                $2.12
#2                    6/15/01-6/14/03                                $2.18
#3                    6/15/02-6/14/03                                $2.24

          Series C Preferred  Stock put options not  exercised  by June 14, 2003
     shall expire on that date.

          6. Call Option.  The Corporation shall have the right to redeem all or
     any portion of the Series C Preferred  Stock which has not been  previously
     converted  or put to the  Corporation,  upon Sixty (60) days prior  written
     notice to the holders thereof and payment to them of the following  amounts
     (in addition to any accrued and unpaid dividends  thereon) according to the
     following schedule and prices:

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

     Any Series C Preferred  Stock not (a)  converted  to common stock or put to
the Corporation by the Maturity Date, or (b) tendered back to the Corporation 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.  A purported
exercise of a put option under  Paragraph (5) above with respect to any Series C
Preferred  Stock which has been called in a prior notice of redemption  pursuant
to this Paragraph (6) shall be null and void.

     7. Liquidation.

     (a) Liquidation Preference.  Upon any liquidation,  dissolution, or winding
up of the Corporation, whether voluntary or involuntary, and after provision for
the payment of  creditors,  the Series C Holders shall be entitled to be paid an
amount equal to Two Dollars ($2.00) per share ("Liquidation  Value") of Series C
Preferred Stock held, before any distribution or payment is made upon any shares
of Common Stock and any other  preferred  stock junior to the Series C Preferred
Stock but subject to the priority of Series A Preferred Stock.

     (b) Ratable Distribution.  If upon any liquidation,  dissolution or winding
up of the Corporation, the net assets of the Corporation to be distributed among
the  Holders  shall be  insufficient  to permit  payment in full to the Series C
Holders,  then all remaining net assets of the  Corporation  after the provision
for the  payment of the  Corporation's  debts and  distribution  to the Series A
Holders shall be distributed  ratably in proportion to the full amounts to which
they would  otherwise  be  entitled  to receive  among the Series B Holders  and
Series C Holders.

     (c) Corporate Changes.  The sale, lease or exchange of all or substantially
all  of  the  Corporation's  assets  or  the  merger  or  consolidation  of  the
Corporation  which results in the holders of Common Stock  receiving in exchange
for such Common Stock cash, notes, debentures or other evidences of indebtedness
or  obligations  to pay cash, or preferred  stock of the surviving  entity which
ranks on a parity with or senior to the Series C Preferred Stock as to dividends
or  upon  liquidation,  dissolution  or  winding-up  shall  be  deemed  to  be a
liquidation,  dissolution or winding up of the affairs of the Corporation within
the meaning of this Paragraph 7. In the case of mergers or consolidations of the
Corporation  where holders of Common Stock receive,  in exchange for such Common
Stock,  common stock or preferred stock in the surviving  entity (whether or not
the surviving  entity is the  Corporation) of such merger or  consolidation,  or
common stock or preferred stock of another entity (in either case, such stock to
be received in exchange  for common  stock is herein  referred to as  "Exchanged
Stock"),  which is  junior  to the  Series C  Preferred  Stock as to  dividends,
liquidation,  dissolution or winding up, the merger  agreement or  consolidation
agreement shall expressly provide that the Series C Preferred Stock shall become
preferred  stock of such surviving  entity or other entity,  as the case may be,
with the same annual dividend rate and equivalent rights to the rights set forth
herein;  provided,  however,  that if the Exchanged  Stock is to be  mandatorily
redeemed  in  whole  or in part  through  the  operation  of a  sinking  fund or
otherwise the merger or consolidation agreement shall expressly provide that, or
other  provisions  shall be made so that,  all shares of the Series C  Preferred
Stock shall be mandatorily  redeemed prior to the first mandatory  redemption of
the Exchanged Stock; and provided further,  that in the event the Corporation or
an affiliate of the Corporation  optionally redeems or otherwise acquires any or
all of the then outstanding  shares of Exchanged  Stock,  the Corporation  shall
redeem all shares of Series C Preferred Stock prior to the first such redemption
of the  Exchanged  Stock.  In the  event of a  merger  or  consolidation  of the
Corporation  where the  consideration  received by the  holders of Common  Stock
consists of two or more types of the consideration set forth above, the Series C
Holders shall be entitled to receive  either cash or  securities  based upon the
foregoing in the same  proportion  as the holders of Common Stock are  receiving
cash or debt securities,  or equity  securities in the surviving entity or other
entity.

IV.  ADDITIONAL TERMS OF PREFERRED STOCK

     1. For  purposes  of  Paragraphs  II (7) and III (7) there  shall be parity
among Series B Holders and Series C Holders.

     2. Voting  Rights.  Except as required  under  Delaware  law, the Series A,
Series B and Series C Holders (hereinafter,  collectively, the ("Holders") shall
not have any right or power to vote on any question or in any  proceeding  or to
be  represented  at or to  receive  notice of any  proceeding  or meeting of the
stockholders.

     3. No  Preemptive  Rights.  No  Holders  shall  have any  preemptive  right
whatsoever  to  purchase,  subscribe  for  or  otherwise  acquire  stock  of the
Corporation  nor any security  convertible  into, nor of any warrant,  option or
right to purchase, subscribe for or otherwise acquire, stock of the Corporation,
whether now or hereafter authorized.

     4.  Exclusion of Other Rights.  Except as may otherwise be required by law,
the said Holders  shall not have any  preferences  or  relative,  participating,
optional or other special  rights,  other than those  specifically  set forth in
this  Certificate of Designation  (as same may be amended from time to time) and
in the Corporation's Certificate of Incorporation.

     5.  Headings of  Subdivisions.  The  headings  of the various  subdivisions
hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the
interpretation of any of the provisions hereof.

     6.  Severability of Provisions.  If any right,  preference or limitation of
the Preferred Stock set forth in this  Certificate  (as such  Certificate may be
amended from time to time) is invalid,  unlawful or incapable of being  enforced
by reason of any rule of law or public policy, all other rights, preferences and
limitations  set forth in this  Certificate  (as so amended)  which can be given
effect  without the invalid,  unlawful or  unenforceable  right,  preference  or
limitation shall,  nevertheless,  remain in full force and effect, and no right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.

     7. Status of Reacquired  Shares.  Preferred Stock which has been issued and
reacquired in any manner shall (upon  compliance with any applicable  provisions
of the laws of the State of Delaware) have the status of authorized and unissued
shares of Preferred Stock and may be redesignated and reissued.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed in its name and on its behalf by its  President  and  attested as of this
11th day of January, 2000.

                               ENVIROMETRICS, INC.



                    By: ____________________________________
                        Walter H. Elliott III, President
                           and Chief Executive Officer


ATTEST:  ________________
          Debra Kizer,
          Assistant Secretary