5.8.00


                                    AGREEMENT

     THIS AGREEMENT ( hereinafter  the  "Agreement") is made and entered into as
of the ___day of May, 2000, by and among AZIMUTH,  INCORPORATED  ("Azimuth"),  a
South Carolina corporation having its principal place of business in Charleston,
South Carolina;  ENVIROMETRICS, INC. ("EVRM"), a Delaware corporation having its
principal place of business in Charleston,  South Carolina, and sole shareholder
of Azimuth; and GAL Services,  Inc., a New York corporation having its principal
place of business in East Syracuse, New York ("GSI").

Background

     Azimuth is engaged,  inter alia, in the business of operating an Industrial
Safety and  Hygiene  laboratory  which  business  is  expressly  identified  and
segregated  as Azimuth's  Laboratory  Business  (the  "Laboratory  Business") on
Azimuth's internal financial statements; and,

     Azimuth desires to sell,  certain assets, and lease others, to GSI, and GSI
desires to purchase and lease the said assets from Azimuth, subject to the terms
and conditions herein.

Agreement

     In consideration of the mutual promises  contained below and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereby agree as follows:

ARTICLE I - PURCHASE AND SALE OF ASSETS

     1.01 The Sold Assets.  At Closing  Azimuth  hereby agrees to sell,  convey,
transfer,  assign,  set over and deliver to GSI,  and GSI agrees to purchase and
accept, the following assets (the "Sold Assets"):

     a.  The  list of  current  and  former  Laboratory  Business  clients  (the
     "Laboratory Business Clients") attached hereto as Exhibit "A";

     b. A license to use the name "Azimuth  Laboratories"  for so long as may be
     necessary  to effect  an  orderly  transition  of the  Laboratory  Business
     Clients  but not longer than six months from  Closing,  provided  that such
     license is  non-exclusive  to the extent that the use of the name "Azimuth"
     may be used by Azimuth's consultative business so long as such use does not
     include the term  "Laboratory" or "Laboratories";  and,  provided further,
     that  Azimuth  shall be  permitted  to  retain  the name  "Azimuth"  as its
     corporate  name so long as it adheres  to the  provisions  below  regarding
     noncompetition with GSI;

     c. Those  outstanding  assignments  from Laboratory  Business  Clients upon
     which work has begun but which remain unfinished and uninvoiced at Closing,
     if any ("Work in Process")  provided  that none of the Work in Process will
     have been  received by Azimuth  more than Seven days prior to closing.  GSI
     agrees to assume Azimuth's remaining obligations under such assignments;

     d. All records and files in Azimuth's  possession  of  Laboratory  Business
     Clients which have given Azimuth  written  instructions  to release same to
     GSI  (except  that  records  and  files  relating  to Work in  Process  and
     proposals outstanding at Closing will be delivered to GSI at Closing).  GSI
     will keep and maintain such records and files in safekeeping  and make them
     available to Azimuth to the extent Azimuth, or Azimuth's parent,  successor
     or insurance company may require same to respond to future claims.

     No assets which are not explicitly described above are included in the Sold
Assets, and specifically  excluded are Azimuth's  consultative  business and the
assets,  clients,  records  and  business  related  thereto  (collectively,  the
"Consultative Business"). It is acknowledged by Azimuth that GSI is not assuming
any  liability of Azimuth  other than that  expressly  described in Section 1.01
(c).

     1.02 Purchase Price.  The purchase price for the Sold Assets (the "Purchase
Price") shall consist of Twenty-five Thousand Dollars  ($25,000.00),  payable at
Closing.

     1.03  Allocation of Purchase  Price.  The Purchase  Price will be allocated
among the various  Assets as GSI, in its  discretion,  may elect,  in conformity
with GAAP.

     1.05 Closing.  The Closing of this Agreement  shall be the  consummation of
all transactions  contemplated  hereby to be performed at Closing and shall take
place at the  offices of Azimuth or at such other  place as Azimuth  and GSI may
mutually  agree in writing  either (a)  within  two  business  days of notice by
Azimuth to GSI of its  readiness to close within two  business  days,  or (b) at
12:00  Noon May 8,  2000,  whichever  is  sooner.  GSI will  have  access to the
Laboratory facilities for 7 days after Closing to remove any Leased Assets.

The  obligation  of GSI to  close  this  transaction  is  conditioned  upon  the
following:

     (a) the  representations  and warranties set forth in Section 3.01 shall be
     true and correct in all material respects at and as of the Closing Date;

     (b) Azimuth  shall have  performed  and complied  with all of its covenants
     hereunder in all material respects through the Closing.

ARTICLE II - LEASE OF ASSETS

     At Closing, Azimuth hereby agrees to lease to GSI, and GSI hereby agrees to
rent from Azimuth, all of the equipment described in Exhibit "B" attached hereto
(the "Leased Assets") upon the following terms and conditions:

     2.01 Rent.  The rent (the  "Rent")  which GSI shall pay to Azimuth  for the
Leased Assets shall consist of, and be payable according to, the following:

     a. Base  Rent,  which  shall be Ten  percent  (10%) of all  Gross  Revenues
     received by GSI from Laboratory Business Clients during the first two years
     following  Closing except as set forth below. The Base Rent will be paid on
     the 15th day of each month  following GSI's receipt of payment from clients
     on the  applicable  revenues.  "Gross  Revenues"  shall be exclusive of any
     deductions for taxes or any other charges other than costs  associated with
     subcontracted  analytical work. GSI shall use its  commercially  reasonable
     efforts to acquire the  business of  Laboratory  Business  Clients and will
     perform  its  obligations  to them  on a  timely  basis  with a  degree  of
     professionalism  and skill that meets generally  accepted  standards of the
     industry.  Such  standards  will not  obligate GSI to maintain an office in
     South Carolina.  Azimuth shall assist GSI in the notification of Laboratory
     Business Clients of the transaction  contemplated hereby. GSI's obligations
     to pay Base Rent shall terminate if and when the Base Rent paid into escrow
     (as  provided  below) and to Azimuth  cumulatively  (the  "Cumulative  Base
     Rent") equals Forty Thousand  Dollars  ($40,000.00) per year during each of
     the two years  following  the Closing  Date. If at the end of such two year
     period the Cumulative Base Rent is less than $30,000.00, GSI shall continue
     to pay into escrow  and/or to Azimuth,  as required by Section  2.02 below,
     ten  percent  (10%) of Gross  Revenue  received  from  Laboratory  Business
     Clients  over the five  years  following  such two year  period  until such
     Cumulative Base Rent equals $30,000.00.  If the Cumulative Base Rent at the
     end of such seven years is less than $30,000 (the "Minimum Base Rent"), GSI
     shall pay the  difference  between the Minimum Base Rent and the Cumulative
     Base Rent into escrow and/or to Azimuth, as required by Section 2.02 below,
     in one  lump sum  payment  at that  time,  unless  the  Minimum  Base  Rent
     requirement has been eliminated as provided in Section 2.02 below.

     b. Additional  Rent,  consisting of (i) twenty-five per cent (25%) of Gross
     Revenues  received by GSI on non-Lead analysis Work in Process and (ii) ten
     per cent (10%) of Gross  Revenues  received by GSI on Lead analysis Work in
     Process, both payable monthly as above.

     2.02 Liens.  The parties  acknowledge that the Leased Assets are subject to
security  interests of the U. S. Small  Business  Administration  (the  "Liens")
evidenced by UCC 1 Financing  Statements ## 90-026761,  continued at 95-0217 and
90-026762, continued at 95-0217 on file with the Secretary of State of the State
of South Carolina.  Notwithstanding  anything to the contrary herein, so long as
the Liens are  outstanding,  GSI will pay all Rent into escrow with the law firm
of Wood and Smith, P.C., Syracure,  New York as escrow agent. If a proceeding is
commenced to foreclose either or both of the Liens, Azimuth shall be required to
offer to the lienholder,  prior to the seizure of any of the Leased Assets,  all
of the funds  then in the escrow  account,  up to a maximum  of  $35,000.00,  in
exchange for termination of the Liens. If the lienholder  refuses such offer and
seizes  the  Leased  Assets and the funds then in escrow are equal to or greater
than $35,000.00,  then the escrow will terminate,  and: (a) GSI will receive the
first  $35,000.00 of the escrowed  funds;  (b) Azimuth will receive the balance;
(c) thereafter,  Rent will be paid directly to Azimuth according to the terms of
Section 2.01 above.  If the lienholder  refuses such offer and seizes the Leased
Assets and the funds then in escrow  are less than  $35,000.00,  then the escrow
will terminate, and: (a) GSI will receive all of the escrowed funds; (b) ensuing
Rent will  accrue to the  account of GSI until it,  together  with the  escrowed
funds paid to GSI, equals  $35,000.00;  and, (c)  thereafter,  Rent will be paid
directly to Azimuth  according to the terms of Section  2.01 above;  except that
(d) the Minimum Base Rent requirement will be extinguished.

     Upon  termination  of the Liens,  at GSI's  election,  (a) the lease of the
Leased  Assets  provided for herein shall remain in effect until the last rental
payment due thereunder,  upon which title to the Leased Assets will pass to GSI;
or, (b) title to the Leased Assets will  thereupon  pass to GSI upon its payment
of $1.00 to Azimuth,  and all  ensuing  rental  payments to Azimuth  will become
referral  fees.  At Closing,  Azimuth will deposit a Bill of Sale for the Leased
Assets in the form  attached  hereto as Exhibit C which will be  released to GSI
when title to the Leased Assets passes to GSI.

     2.03 Condition of Assets;  Net Lease.  The Leased Assets are leased "as is"
and "where  is," and  Seller  makes no  express  or  implied  representation  or
warranty  whatever in regard  thereto,  including  warranty of  merchantability,
fitness for a particular  purpose or any other warranty of any nature, all which
are hereby expressly disclaimed by Seller to the extent permitted by the laws of
the State of South Carolina.  The lease of the Leased Assets shall be absolutely
net to Azimuth. Any expenses in connection with the Leased Assets, including all
maintenance,  repairs,  taxes (except year 2000 ad valorem taxes as set forth in
Section 3.01 below) and insurance,  and there shall be no deduction or setoff of
any nature against the Rent except as may be expressly set forth herein.

     2.04 Security  Agreement.  The obligations of GSI hereunder will be secured
by a first security interest in the accounts receivable from Laboratory Business
Clients and the  proceeds  therefrom.  At  Closing,  Purchaser  shall  execute a
security  agreement in favor of EVRM containing the foregoing  terms, as well as
such other terms and  provisions  as are usual and  customary  in such  security
agreements in addition to a UCC-1 Financing  Statement  containing the requisite
information regarding the security interest.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

     3.01  Representations  and  Warranties  of  Azimuth.  For  purposes of this
Agreement  the terms  "Sold  Assets" and  "Leased  Assets"  shall be referred to
collectively  as the "Assets."  Azimuth  hereby  represents and warrants to GSI,
which warranties shall be true and correct on the Closing Date, as follows:

     a.  Formation and  Organization.  Azimuth is a corporation  duly formed and
     validly  existing and in good standing under the laws of the State of South
     Carolina.

     b. Authority, Binding Effect. Azimuth has the authority to own property and
     carry on  business,  to execute and deliver  this  Agreement  and the other
     instruments and documents  required or contemplated  hereby, to perform the
     obligations hereunder, and to consummate this Agreement. This Agreement has
     been duly executed and delivered by Azimuth and constitutes a legal, valid,
     and binding obligation enforceable in accordance with its terms as will any
     other documents required or contemplated  hereby to be executed by Azimuth,
     subject  only  to its  ratification  by  Azimuth's  and  EVRM's  Boards  of
     Directors.

     c. Title to the Assets.  Azimuth has good and marketable  title to the Sold
     and  Leased  Assets,  and at  Closing,  they shall be free and clear of all
     liens,  claims,  encumbrances,  charges,  restrictions  and other  burdens,
     except as disclosed in this  Agreement;  provided,  that any file or record
     referred  to in Section  1.01 (e) above will be  conveyed  to GSI when such
     written  instructions  therefor  are  received by Azimuth,  for a period of
     Ninety (90) days following  Closing.  After that time Azimuth shall have no
     further obligation to GSI in this regard.

     d.  Right to Use of Name.  Azimuth  has good title and  possesses  complete
     ownership  of the  trade  name  "Azimuth,"  free and  clear of any  claims,
     charges,  liens,  encumbrances or  restrictions  which would interfere with
     Azimuth's obligations hereunder.

     e.  Absence of  Violations,  Compliance.  To the best of the  knowledge  of
     Azimuth,  after diligent  inquiry,  the use of the Assets in its Laboratory
     Business  does  not  constitute  a  violation  of  any  applicable  zoning,
     building,  environmental or other ordinances,  regulations,  codes or other
     laws.  Azimuth  complies  in all  material  respects  with all  other  laws
     applicable to it and its business,  properties and relationships  including
     without limitation any negligent,  or wrongful acts or omissions arising on
     or  before  the  Closing  and,  at  Closing,  will have  complied  with any
     applicable bulk transfer laws.

     f. Consents.  No third party consent or agreements of any party,  judicial,
     governmental, creditor, lender or otherwise, is necessary for the execution
     and delivery of this  Agreement  and the other  instruments  and  documents
     required or contemplated hereby.

     g. Litigation.  There is no litigation,  claim,  arbitration,  governmental
     investigation or other  proceeding  pending or threatened which affects the
     Assets  or  which  may  impair  the  ability  of  Azimuth  to  perform  the
     obligations contained in this Agreement.

     h. Payment of Taxes and  Proration.  Azimuth has properly filed all returns
     that are  required  to be filed by it which  relate to the Assets  with any
     government  authority,  and all taxes, fees, and other governmental charges
     related  thereto  have  or will be paid  by  Azimuth  except  the  personal
     property  taxes  related to the Assets which are due in December,  2000 and
     which shall be paid by Azimuth.

     i. Indemnity of GSI. Azimuth hereby indemnifies and holds GSI harmless from
     any claims of any nature related to or arising out of: (i) any  liabilities
     of  Azimuth;  (ii) any  responsibility  for the  disposal  of any  waste or
     hazardous  chemicals,  including all costs and attorneys fees in connection
     therewith,

     j.  Financial  Statements.  The  financial  statements  of  the  Laboratory
     Business  attached hereto as Exhibit "D" are true and correct,  and none of
     the assets contained in the most recent balance sheet thereof has been sold
     or  otherwise  conveyed  by  Azimuth;  nor  has  Azimuth  or  EVRM  made  a
     distribution or paid a dividend within the past twelve months.

     k. Material Accuracy. None of the agreements, covenants, representations or
     warranties contained in this Agreement or in any Exhibit hereto pursuant to
     this Agreement  contains or will contain any untrue statement of a material
     fact or omits or will omit to state a material  fact  necessary to make the
     statements contained herein or therein not misleading.

     3.02  Representations  and  Warranties  of GSI. GSI hereby  represents  and
warrants to Azimuth as follows:

     a. Formation and Organization. GSI is a corporation duly formed and validly
     existing and in good standing under the laws of the State of New York.

     b.  Authority,  Binding  Effect.  GSI has the authority to own property and
     carry on  business,  to execute and deliver  this  Agreement  and the other
     instruments and documents  required or contemplated  hereby, to perform the
     obligations hereunder, and to consummate this Agreement. This Agreement has
     been duly executed and delivered by GSI and constitutes a legal, valid, and
     binding  obligation  enforceable  in accordance  with its terms as will any
     other  documents  required  or  contemplated  hereby to be  executed by GSI
     subject only to ratification by GSI's Board of Directors.

     c.  Litigation.  There is no  litigation,  claim,  obligation,  proceeding,
     investigation  pending or  threatened  or any other  thing which may impair
     GSI's  ability  to  perform  any  of  its  obligations  contained  in  this
     Agreement.

ARTICLE IV - COVENANTS

     4.01 Covenants of Azimuth.

     a.  Documents at Closing.  At Closing,  Azimuth will provide the  following
     documents to GSI:

          (i)  Bills of Sale for the Sold  Assets  and the  Leased  Assets,  the
          latter of which is to be deposited with the said escrow agent;

          (ii)  Ratification  of this Agreement by Azimuth's and EVRM's Board of
          Directors and appropriate authorizations of its signatories,  and such
          other  authorizations  as may be required to validate the transactions
          contemplated hereby;

          (iii) Written opinion of Azimuth's counsel in the form attached hereto
          as Exhibit "E";

     b. Noncompetition. For a period of Three (3) years following Closing within
     the State of South Carolina,  neither  Azimuth nor EVRM shall,  directly or
     indirectly,  (i) engage in the  Industrial  Safety and  Hygiene  laboratory
     business;  (ii) solicit in  competition  with GSI any  Laboratory  Business
     Clients or accept  business  from any of them in  competition  with GSI; or
     (iii)  without  the  consent of GSI,  solicit any person who is or has been
     employed by GSI or encourage any such person to leave the employ of GSI.

     c. Notwithstanding any provision herein to the contrary:

          (i)  Nothing  herein is  intended,  nor shall it be deemed,  to impair
          Azimuth's continued engagement in the Consultative Business, including
          the  performance  of  consultative  services for  Laboratory  Business
          Clients.

          (ii)  Should  Azimuth  convey all or any  portion of the  Consultative
          Business,  it  will  acquire  a  noncompetitive   agreement  from  the
          purchaser(s) in such  transaction  preventing such  purchaser(s)  from
          competing with the  Laboratory  Business in South Carolina for a three
          year period and which will include a provision  permitting  Azimuth to
          assign the right to enforce such provision. Azimuth hereby assigns its
          rights to enforce such provision to GSI, effective at Closing.

     4.02 Covenants of GSI.

     a. Noncompetition. For a period of Three (3) years following Closing within
     the State of South  Carolina,  GSI shall not,  directly or indirectly;  (i)
     engage in any business  competitive  with an Industrial  Safety and Hygiene
     consultative  business;  (ii) solicit in competition  with the Consultative
     Business any Consultative  Business Clients or accept Industrial Safety and
     Hygiene consulting  business from any of them; or (iii) without the consent
     of  Azimuth,  solicit  any  person  who  is or  has  been  employed  by the
     Consultative  Business or a purchaser  thereof or encourage any such person
     to leave the employ thereof.

     b.  Reporting.  GSI shall  submit to EVRM at the  beginning  of each  month
     following  Closing a report of  receivables  and receipts  from  Laboratory
     Business  Clients for the  preceding  month,  each of which shall  include:
     copies of all invoices to, and a breakdown of all receipts from, Laboratory
     Business  Clients for the preceding month; a breakdown of GSI's payments of
     Rent for the  preceding  month;  and  such  other  information  as EVRM may
     reasonably  request.  EVRM or its  representatives  may inspect all records
     related to GSI's  revenues at any time during normal  business hours upon 2
     days notice.

ARTICLE V - MISCELLANEOUS

     For purposes of this Article V, the word "party" shall be deemed to include
EVRM and Azimuth jointly and severally,  as the applicable  context may require,
on the one hand, and GSI on the other.

     5.01 Survival of Representations.  The following shall survive the Closing:
(a) all  representations  and warranties  contained  herein;  (b) all provisions
containing covenants to be performed subsequent to the Closing.

     5.02 Injunctive Relief; Costs of Actions. The parties agree that failure by
GSI on the one  hand,  or  Azimuth  or EVRM on the  other,  to  comply  with the
provisions of 4.02(a) or Section 4.01(b) of this Agreement,  respectively,  will
cause  irreparable  damage  to the  other  party  that  may  not be  compensated
adequately  by monetary  damages.  Accordingly,  the parties  agree that, in the
event of breach or  threatened  breach  of the  terms of either  provision,  the
non-defaulting  party shall be entitled to  injunctive or other  preliminary  or
equitable  relief in addition to such other  remedies as may be  available to it
for such breach or threatened  breach,  including  damages.  In the event of any
action at law or in equity to enforce  the  provisions  of this  Agreement,  the
unsuccessful  party shall pay to the other all costs and  expenses so  incurred,
including attorneys' fees.

     5.03  Brokerage  Fees.  The parties  each  represent  and  warrant  that no
statement or representation  has been made to anyone which would incur liability
for any broker's or finder's fees or commissions payable in connection with this
Agreement.  If any finder's fee or brokerage or other  commission  is claimed by
any person to be due on the basis of any statement or representation  alleged to
have been made by any party, that party alleged to have so made the statement or
representation  shall  indemnify  and hold  harmless  the other  party  from and
reimburse  the  other  party  for any  loss,  cost,  expense,  or  liability  in
connection with any such claim.

     5.04  Expenses.  The  parties  shall  pay their own  expenses  incurred  in
connection   with  this   Agreement,   including  the  fees  of  any  attorneys,
accountants, consultants or others engaged by them.

     5.05 Notices.  All notices and other  communications  to be given hereunder
shall be in  writing  and shall be deemed to have  been  given  when  personally
delivered,  or mailed by  certified  mail,  return  receipt  requested,  postage
prepaid, addressed as follows:

         a. If to Azimuth or EVRM: Envirometrics, Inc.
                                   9229 University Blvd.
                                   Charleston, SC  29406
         b. If to GSI:
                                   GAL Services, Inc. d/b/a/ Galson Laboratories
                                   6601 Kirkville Road
                                   East Syracuse, NY 13057-0369

Communications  sent by other means shall be deemed  operative  only upon actual
receipt.  Addresses  may be changed by either party upon  written  notice to the
other given as provided herein.

     5.06 Binding  Effect.  All of the terms of this Agreement  shall be binding
upon and shall inure to the benefit of the respective  successors and assigns of
the parties hereto.

     5.07 Assignment. This Agreement may not be assigned by either party without
the consent of the other party, whose consent will not be unreasonably withheld;
provided,  Azimuth  may assign its rights to enforce the  provisions  of Section
4.02  above  to  a  purchaser  of  the  Consultative  Business,   including  the
enforcement rights set forth in Section 5.02 above.

     5.08 Choice of Laws.  This  Agreement  shall be  construed  and enforced in
accordance  with the laws of the State of South  Carolina  without regard to its
conflicts of laws provisions.

     5.09  Waiver.  The waiver of any right  under this  Agreement  by any party
hereto in any particular instance or instances shall not, unless so specified by
such party, be construed as or constitute a continuing waiver.

     5.10 Entire  Agreement.  This Agreement  contains the entire  agreement and
understanding of the parties. There are no representations or warranties made by
any party hereto and relied upon by any other party  hereto  except as set forth
herein.

     5.11  Severability.  If any one or more of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions hereof shall not be affected thereby.

     5.12 Amendment. This Agreement may not be amended or supplemented except by
a writing signed by the party against whom such amendment or  supplementation is
sought to be enforced.

     5.13 Parties.  The terms "EVRM,"  "Azimuth" and "GSI" herein shall mean and
include any successors-in-interest of either party.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their respective authorized signatories as of the date first above written.

                                  Azimuth, Incorporated  'Azimuth'

__________________________        By: ________________________________
Witness                           Walter H. Elliott III, Chief Executive Officer

                                  Envirometrics, Inc.    'EVRM'
__________________________        By: ________________________________
Witness                           Walter H. Elliott III, Chief Executive Officer

                                  GAL Services, Inc. d/b/a/ Galson Laboratories
                                  'GSI'
__________________________        By:_________________________________
Witness                           F. Joseph Unangst, President