4.24.00
4


4.24.00
                                    AGREEMENT

     THIS AGREEMENT ( hereinafter  the  "Agreement") is made and entered into as
of the ___day of April, 2000, by and among AZIMUTH,  INCORPORATED  ("Seller"), 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 Seller; RICHARD D. BENNETT ("RDB"), an individual residing in Mount Pleasant,
South  Carolina;  and RISK  TECHNOLOGIES,  LLC a sole member  limited  liability
company formed under the laws of South Carolina ("Purchaser").

Background

     Seller is engaged,  inter alia,  in the business of  Industrial  Safety and
Hygiene consulting at its office at 9229 University  Boulevard,  Charleston,  SC
(the  "Premises"),  which  business is expressly  identified  and  segregated as
Seller's  Consultative  Business  (the  "Consultative   Business")  on  Seller's
internal financial statements; and,

     RDB was  previously  employed by Seller as its President and by EVRM as its
Senior Vice President under an employment agreement (the "Employment Agreement")
which contains provisions regarding nondisclosure and noncompetition by RDB from
which Purchaser and RDB wish to be released; and,

     Seller  desires  to sell to the  Purchaser  and the  Purchaser  desires  to
purchase from Seller,  subject to the terms and conditions  herein, its tangible
and  intangible  assets used in the  Consultative  Business  which are described
below; and

     EVRM is the lessee of the  Premises,  and  Purchaser  wishes to sublease an
area of the  Premises  for a period  of time  following  the  Closing  hereof as
described below.

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  Assets.  At Closing  the Seller  hereby  agrees to sell,  convey,
transfer,  assign,  set over and  deliver to the  Purchaser,  and the  Purchaser
agrees to purchase and accept, the following assets (the "Assets"):

     a. All of the equipment described in Exhibit "A" attached hereto;

     b. The list of current and former  Consultative  Business  clients attached
     hereto as Exhibit "B" (the "Consultative Business Clients");

     c. The "Azimuth"  name and any service  marks,  logos,  and  trademarks for
     "Azimuth" and Occupational  Healthguard";  provided,  however,  that Seller
     shall be permitted to retain the name  "Azimuth" as its  corporate  name so
     long as it adheres to the provisions  below regarding  noncompetition  with
     Purchaser;

     d. Those segments or portions of outstanding  contracts  between Seller and
     Consultative  Business Clients which have yet to be performed  ("Incomplete
     Contract  Segments");   and  all  outstanding   proposals  for  prospective
     engagements ("Outstanding Proposals").  All of the foregoing are listed and
     described  in Exhibit  "C"  attached  hereto.  Purchaser  agrees to assume
     Seller's  obligations  under such  contracts and proposals and to discharge
     such  obligations on a timely basis with a high degree of  professionalism,
     diligence  and skill;  provided,  however,  that  Seller  shall  retain its
     contract with Owens  Corning,  Anderson,  SC plant (Job #98-069,  commenced
     8/17/98) and same shall not be conveyed to, nor assumed by, Purchaser under
     this Agreement;  and, provided further, all amounts which have been prepaid
     to Seller,  if any, shall be credited to Purchaser at Closing to the extent
     that such prepayment is for work not yet completed on the Closing Date.

     e. All records and files in Seller's  possession of  Consultative  Business
     Clients  which have given Seller  written  instructions  to release same to
     Purchaser.  Purchaser  will keep and  maintain  such  records  and files in
     safekeeping  and make them  available  to Seller to the extent  Seller,  or
     Seller's parent, successor or insurance company may require same to respond
     to claims.

     f. The good will of the Consultative Business.

     No assets  which are not  explicitly  described  above are included in this
Agreement,  and  specifically  excluded are Seller's  laboratory and all assets,
clients,  records and business  related thereto  (collectively,  the "Laboratory
Business").  The Assets are being sold "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  maximum  extent  permitted  by the  laws of the  State  of South
Carolina.

     1.02  Purchase  Price.  The  purchase  price for the Assets (the  "Purchase
Price") shall be One Hundred Thousand Dollars ($100,000.00),  payable at Closing
as follows:

     a.  Purchaser's  and  RDB's  assumption  of and  agreement  to pay  the two
     promissory  notes to the U.S.  Small Business  Administration  described in
     Exhibit "D" attached hereto (the "SBA Loans") having  combined  balances of
     approximately  Eighty-five Thousand Dollars  ($85,000.00).  Such assumption
     shall be as of the May 1, 2000 payment; and,

     b. A Promissory Note from Purchaser to Seller,  co-signed and guaranteed by
     RDB  in the  principal  amount  of  the  difference  between  the  combined
     outstanding  balances  of the SBA Loans  and the  Purchase  Price,  minus a
     credit of $100.00 to Purchaser for the proration of personal property taxes
     related  to the  Assets as set forth  below,  with  principal  and  accrued
     interest  payable  not later  than on the  first  anniversary  of  Closing.
     Interest  shall  accrue at a rate equal to the lowest  interest  rate being
     quoted on the Closing Date by Wachovia Bank, Charleston, South Carolina for
     short term, unsecured loans to its best customers plus one per cent (1%).

     Purchaser's and RDB's agreement  assuming the SBA Loans shall indemnify and
hold harmless Seller,  EVRM and Dr. and Mrs. Charles E. Feigley from any further
obligation or liability thereon. Purchaser shall make its best efforts to obtain
the  release  of  Seller  from its  liability  under  the SBA Loans as well as a
release of Dr. and Mrs.  Feigley and the  collateral  Dr. and Mrs.  Feigley have
pledged as security for the SBA Loans.  Seller will  cooperate with Purchaser in
this regard.

     1.03 Security Agreement.

     a. Pledge of Stock. The obligations of Purchaser and RDB under Section 1.02
     (a) and (b) above shall be secured by a first security  interest granted to
     EVRM in One Hundred Thousand (100,000) shares of EVRM common stock owned by
     RDB (the  "Shares"),  the  certificates  for which  shall be  delivered  at
     Closing to Seller with stock powers duly endorsed in blank by RDB.

     b. Pledge of Additional  Stock. If Seller,  Dr. and Mrs.  Feigley and their
     collateral  are not released from  liability  under the SBA loans by ninety
     (90) days after  Closing RDB will provide a first  security  interest in an
     additional Two Hundred  Thousand  (200,000) of such shares (the "Additional
     Shares") as  collateral  for EVRM's  security  interest.  At  Closing,  the
     certificate(s)  representing  the Additional  Shares with stock powers duly
     endorsed  in blank shall be  deposited  with a mutually  acceptable  escrow
     agent which will either return them to RDB upon such release of Seller, the
     Feigleys and their  collateral or deliver them to Seller at the  expiration
     of the ninety day period if such releases have not been obtained.

     c. RDB may notify EVRM at the end of any calendar quarter following Closing
     if the "bid"  price for EVRM  Common  Stock  for each  trading  day of such
     quarter on the OTC-BB or such  recognized  exchange on which the Shares and
     Additional Shares (collectively,  the "Pledged Securities") were traded was
     such that the  average of their  "bid"  prices on each day of such  quarter
     bore a ratio to the  combined  outstanding  balances  as of the last day of
     such quarter,  including accrued interest, of the SBA Loans (for which such
     releases have not been  obtained) and the  Promissory  Note provided for in
     Section 1.02 (b) above  (collectively,  the  "Outstanding  Loans Balance"),
     which was in excess of 3 to 2. Such  notice will  contain  such daily "bid"
     prices of the EVRM Common Stock and the  Outstanding  Loans Balance.  After
     verification  of the data  contained in such  notice,  EVRM will deliver an
     amount of the Pledged  Securities  to RDB having a value equal to (a) their
     average daily "bid" price for that quarter minus (b) the Outstanding  Loans
     Balance multiplied by the fraction, 3/2.

     d. At  Closing,  RDB 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 and stock pledge  agreements in
     addition  to  a  UCC-1   Financing   Statement   containing  the  requisite
     information  regarding the security interest.  Such agreement shall provide
     that, absent a default therein or in the obligations which it secures,  RDB
     shall  retain his rights to all cash  dividends  and his rights to vote the
     Pledged  Securities  in  addition  to his right to execute  any  waivers or
     consents with respect thereto.

     1.04 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 2:00 p.m. on April 26, 2000,  at the Premises or at such other time and
place as Seller  and  Purchaser  may  mutually  agree in writing  (the  "Closing
Date").

ARTICLE II - REPRESENTATIONS AND WARRANTIES

     2.01  Representations and Warranties of the Seller.  Seller and EVRM hereby
represent and warrant to the Purchaser as follows:

     a.  Formation and  Organization.  Seller 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.  Seller and EVRM have 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 Seller  and EVRM and
     constitutes  a  legal,   valid,  and  binding  obligation   enforceable  in
     accordance with its terms and the other agreements required or contemplated
     hereby to be executed by the Seller,  subject only to its  ratification  by
     Seller's and EVRM's Boards of Directors.

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

     d.  Right to Use of Name.  Seller  has good  title and  possesses  complete
     ownership  of the  trade  name  "Azimuth,"  free and  clear of all  claims,
     charges, liens, encumbrances or restrictions.

     e.  Absence of  Violations,  Compliance.  To the best of the  knowledge  of
     Seller,  the  use of the  Assets  in its  Consultative  Business  does  not
     constitute a violation of any applicable zoning, building, environmental or
     other  ordinances,  regulations,  codes or  other  laws.  Seller  currently
     complies in all material  respects with all other laws applicable to it and
     its business, properties and relationships.

     f. Consents. To the best of the Seller's knowledge,  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
     other than the consent of the  landlord of the Premises to the Sublease (as
     described below).

     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 Seller to perform the obligations
     contained  in this  Agreement,  including  any  claim by any  client of the
     Consultative Business regarding unsatisfactory work by Seller.

     h. Payment of Taxes and Wages.  Seller has properly  filed all returns that
     are  required  to be  filed  by it  which  relate  to the  Assets  with any
     government authority, and all compensation,  employment and other taxes and
     withholding,  fees, and other governmental  charges related thereto have or
     will be paid by Seller  except the personal  property  taxes related to the
     Assets which are due in December, 2000. For the purposes of this Agreement,
     the sum of One  Hundred  Dollars  ($100.00)  shall be  deemed  to be a fair
     proration of Seller's portion of such taxes.

     i. 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.

     2.02  Representations  and  Warranties of Purchaser.  The Purchaser  hereby
represents and warrants to Seller as follows:

     a. Formation and  Organization.  Purchaser is a limited  liability  company
     duly formed and validly existing and in good standing under the laws of the
     State of South Carolina, and RDB is its sole member.

     b. Authority,  Binding Effect.  Purchaser 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 Purchaser  and  constitutes  a legal,
     valid, and binding obligation  enforceable in accordance with its terms and
     the other agreements  required or contemplated hereby to be executed by the
     Purchaser.

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

ARTICLE III - COVENANTS

     3.01 Covenants of the Seller and EVRM.

     a.  Sublease.  EVRM hereby  agrees to sublease to  Purchaser  approximately
     1,000  square feet of office space in the Premises  (the  "Sublease")  on a
     week-to-week basis at a rental of One Hundred Seventy Dollars ($170.00) per
     week  commencing on the day of Closing and payable on the first day of each
     week  thereafter.  The Sublease  will be revocable by either party upon one
     week's notice to the other. Such rent and sublease shall be entirely net to
     EVRM which will have no responsibility whatever thereunder for any services
     to Purchaser except the provision of electricity, water and HVAC. Purchaser
     agrees  to be  responsible  for all  other  expenses  associated  with  the
     Sublease.

     b. Use of Certain  Telephone  Numbers.  Seller agrees to allow Purchaser to
     use existing Azimuth  telephone  numbers,  including the existing toll free
     telephone number, during the term of the Sublease. Purchaser will reimburse
     Seller for any costs incurred under such agreement. The parties acknowledge
     that the toll free number is currently in use by the Laboratory Business as
     are two of the local  numbers,  and  another  number is the main  corporate
     number for EVRM and is listed on its  10-K's.  At such time as EVRM and the
     Laboratory  Business no longer need their  telephone  and telefax  numbers,
     EVRM  will use its best  efforts  to  transfer  them to  Purchaser  as soon
     thereafter as practicable.  Any unrecovered  deposits will be reimbursed by
     Purchaser.  In the meantime,  should Purchaser so elect,  EVRM will use its
     best  efforts to transfer the number (843)  569-8792 to  Purchaser.  Should
     Purchaser terminate the sublease,  Seller agrees to transfer incoming calls
     for Purchaser to a number  provided to Seller and to provide such number to
     caller for future use.

     c. Release.  Effective  upon Closing,  Seller and EVRM forever  release and
     discharge  Purchaser  and RDB,  individually,  from and against any and all
     claims, demands, counterclaims,  actions, costs, causes of action, damages,
     debts,  obligations  and  liabilities of whatever nature arising out of the
     Employment  Agreement or out of RDB's  relationship with Seller and EVRM up
     to and including the date of this Agreement. This release is subject to the
     Closing of this Agreement.

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

     e. Notwithstanding any provision herein to the contrary:

          (i) Nothing herein is intended,  nor shall it be deemed,  to impair or
          prevent  in  any  way  whatsoever   Seller's   continued,   unfettered
          engagement in the Laboratory  Business,  including the  performance of
          laboratory  services for  Consultative  Business  Clients.  Seller may
          continue to use the name "Azimuth Laboratories" in its conduct of such
          business.

          (ii)  Should  Seller  convey  all or  any  portion  of the  Laboratory
          Business,   it  will  not  convey  the  use  of  the  name,   "Azimuth
          Laboratories"  for a period of longer than six months from the Closing
          of such  transaction,  and it will make its best  efforts to acquire a
          noncompetitive  agreement from the  purchaser(s)  in such  transaction
          preventing  such  purchaser(s)  from competing  with the  Consultative
          Business.

     3.02 Covenants of the Purchaser.

     a. Sublease.  Purchaser agrees to abide by the terms of the sublease as set
     forth in Paragraph 3.01(a) above.

     b. Release.  Effective upon Closing,  Purchaser and RDB forever release and
     discharge  Seller and EVRM, and their  respective  directors,  officers and
     representatives,   from  and   against   any  and  all   claims,   demands,
     counterclaims,   actions,   costs,  causes  of  action,   damages,   debts,
     obligations   and  liabilities  of  whatever  nature  arising  out  of  the
     Employment  Agreement or out of RDB's  relationship with Seller and EVRM up
     to and including the date of this Agreement. This release is subject to the
     Closing of this Agreement.

     c. Noncompetition. For a period of Three (3) years following Closing within
     the State of South Carolina,  neither Purchaser nor RDB shall,  directly or
     indirectly,  (i)  engage in any  business  competitive  with an  Industrial
     Safety and Hygiene  laboratory  business;  (ii) solicit in competition with
     the Laboratory  Business any clients of the  Laboratory  Business or accept
     Industrial  Safety and Hygiene  laboratory  business  from any of them;  or
     (iii) without the consent of Seller and EVRM,  solicit any person who is or
     has been  employed by either of them or encourage  any such person to leave
     the employ of either of them (iv) use the name "Azimuth" as a trade name in
     conjunction with the word "laboratory" or "laboratories."

     d. Receivables, Revenues and Revenue Sharing.

          (i)  Notice.  At Closing,  or as soon  thereafter  as is  practicable,
          Seller  will  notify  all   Consultative   Business   Client  accounts
          receivable of this transaction.

          (ii)  Receivables.  All  amounts  due, as of  Closing,  for  completed
          contracts  and completed  segments of  outstanding  contracts  between
          Seller and Consultative  Business  Clients shall be receivables  which
          belong to Seller and Seller shall invoice such Clients  accordingly at
          or prior to Closing.  So long as such invoice, or any portion thereof,
          remains  outstanding,  Purchaser will pay to Seller all revenues which
          Purchaser  receives  from such  invoiced  Client until such invoice is
          paid in full,  at which time Seller  shall assign to Purchaser so much
          of such account receivable as remains unpaid by such Client.

          (iii) Until August 18, 2000 Purchaser shall pay to EVRM, upon receipt,
          (a) seven and  one-half  per cent (7.5%) of all gross  revenues  which
          result from  Incomplete  Contact  Segments or  Outstanding  Proposals,
          excluding PHT, PHTS and PHT Members.

          (iv)  Purchaser  shall  submit to EVRM at the  beginning of each month
          following   Closing  a  report  of   receivables   and  receipts  from
          Consultative  Business Clients for the preceding month,  each of which
          shall  include:  copies of all  invoices  to, and a  breakdown  of all
          receipts from,  Consultative Business Clients for the preceding month;
          a breakdown of Purchaser's  payments to EVRM the preceding  month; and
          such other  information  as EVRM may reasonably  request.  EVRM or its
          representatives   may  inspect  all  records  related  to  Purchaser's
          revenues at any time during normal  business hours upon 2 days notice.
          For purposes of this Agreement,  any outstanding  invoice for revenues
          included  in (iii)  above  which is less than  forty-five  days old on
          August  18,  2000  shall be deemed to have been paid in full  prior to
          that date,  and the related  percentage  shall be paid to EVRM at that
          time.

     e.  Engagement  of  Seller's  Employees.  Purchaser  agrees to engage  Gary
     Eargle,  Terry Sherril, and Jim Brown as employees upon the same terms they
     are  currently  employed  by Seller  for a period  of at least  six  months
     following Closing,  provided that any such employment may be terminated for
     cause,  and that those  employees  will enter  into  reasonable  employment
     agreements with Purchaser.

     f.  Release of Third  Parties.  At  Closing,  EVRM will  execute a release,
     prepared by Purchaser and in form and  substance  approved by EVRM prior to
     Closing,  of PHT and PHTS from liability resulting from their engagement of
     Purchaser.

ARTICLE IV - MISCELLANEOUS

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

     4.01 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.

     4.02 Injunctive Relief; Costs of Actions. The parties agree that failure by
Purchaser or RDB on the one hand, or Seller or EVRM on the other, to comply with
the  provisions  of Section  3.01(d) or  3.02(c)  of this  Agreement  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.

     4.03  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.

     4.04  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 it.

     4.05 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 the Seller or EVRM:                 Envirometrics, Inc.
                                                      9229 University Blvd.
                                                      Charleston, SC  29406

         b. If to the Purchaser or RDB:               Risk Technologies, LLC and
                                                      Richard D. Bennett
                                                      2059 Emerald Terrace
                                                      Mount Pleasant, SC  19464

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.

     4.06 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.

     4.07 Assignment. This Agreement may not be assigned by either party without
the  consent  of the other  party;  provided,  (1)  Seller may assign its rights
hereunder  to EVRM,  and (2)  Seller  may  assign  its  rights  to  enforce  the
provisions of Section  3.02(c) above to a purchaser of the  Laboratory  Business
provided  that,  as a  condition  of  such  assignment,  the  purchaser  of  the
Laboratory Business agrees and covenants to be bound to noncompetitive covenants
identical to those  contained in Section 3.01(d) and Seller assigns the right of
enforcement of same,  including  enforcement rights identical to those contained
in Section 4.02, to Purchaser.

     4.08 Choice of Laws.  This  Agreement  shall be  construed  and enforced in
accordance with the laws of the State of South Carolina.

     4.09  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.

     4.10 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.

     4.11  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.

     4.12 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.

         THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

     4.13 Availability of Representation by Independent  Counsel.  The Purchaser
and RDB confirm and acknowledge  that they have been  represented by independent
counsel  who  has  reviewed  this  Agreement  and  advised  them  regarding  its
provisions.

     4.14  Parties.  The terms  "Seller" and  "Purchaser"  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 'Seller'


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


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

                                 Risk Technologies, LLC      'Purchaser'
____________________________     By:___________________________________
Witness                          Richard D. Bennett, Sole Member


____________________________     ____________________________________
Witness                          Richard D. Bennett    'RDB'