Exhibit (10.w)

          Met-Pro Corporation Directors Retirement Plan Trust Agreement
          -------------------------------------------------------------

        This Met-Pro Corporation  Directors Retirement Plan Trust Agreement (the
"Trust  Agreement")  is made this 11th day of  February,  2000,  by and  between
Met-Pro  Corporation a Delaware  corporation (the  "Company"),  and Mellon Bank,
N.A. (the "Trustee").

                                   WITNESSETH:

        WHEREAS,   the  Company  adopted  the  Met-Pro   Corporation   Directors
Retirement Plan as amended,  (the "Plan"),  a copy of which is attached  hereto;
and

        WHEREAS,  the Company  wishes to establish  this trust (the  "Trust") to
fund its  obligations  under the Plan,  with the assets  held in the Trust to be
subject  to the  claims of the  Company's  creditors  in the  event the  Company
becomes  Insolvent (as defined in Section 3(a)) until paid to Plan  participants
or their  beneficiaries  in such  manner and at such times as  specified  in the
Plan.

        WHEREAS,  it is the  intention  of the  parties  that this  Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement Income Security Act of 1974;
and

        WHEREAS, it is the intention of the Company to make contributions to the
Trust to provide the Trust with a source of funds to assist it in the meeting of
the Company's liabilities under the Plan;

        NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

        (a) The  initial  principal  of the  Trust,  together  with  any  future
contributions  to the Trust and any other assets held in the Trust, and earnings
thereon, are collectively  referred to herein as the "Trust Assets". The Company
shall make  contributions  to the Trust in cash or other property  acceptable to
the Trustee.  The Trustee shall hold,  administer and distribute Trust Assets as
provided  in this  Trust  Agreement.  The  Company  shall have the sole duty and
responsibility  for the  determination  of the  accuracy or  sufficiency  of the
contributions to be made under the Plan.

        (b) Upon a Change of Control  (as  defined in Section 14 of the  Trust),
the  Trustee  shall,  immediately  upon the  Change  of  Control,  pay each Plan
participant or beneficiary  thereof the benefits to which Plan  participants  or
their  beneficiaries  would be entitled  pursuant to the terms of the Plan as of

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the date on which the Change of Control occurred to the extent then funded under
the  Trust.

        In the event a Change of Control of the  Company  (as defined in Section
14 of the  Trust)  shall be deemed to occur  (whenever  such  shall  occur,  and
whether or not the Eligible  Executive is then  employed by the Company or shall
be alive), all payments due to the Eligible  Executive,  his surviving spouse or
other  beneficiary under the Plan shall be accelerated and immediately paid in a
lump sum payment in an amount  determined in accordance  with the  provisions of
the Plan.

        (c)  The  Trust  hereby  established  shall  be  irrevocable  except  as
explicitly provided to the contrary in Section 3 or 4.

        (d) The Trust is intended to be a "grantor trust",  of which the Company
is the grantor,  within the meaning of subpart E; part I,  subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and
shall be construed accordingly.

        (e)  The  Trust  Assets  shall  be used  exclusively  to  discharge  the
Company's  obligations  under the Plan,  except as provided  to the  contrary in
Section 3 or 4 hereof.  Neither any Plan  participant  nor  beneficiary  thereof
shall have a preferred claim on, or any beneficial ownership interest in, any of
the Trust Assets. Each Plan participants'  rights to benefits under the Plan and
this Trust  Agreement  shall be mere  unsecured  contractual  rights against the
Company.  Trust  Assets  are  subject  to the  claims of the  Company's  general
creditors  to the extent  provided  under  federal  and state law if the Company
becomes Insolvent

        (f) The Company  represents and warrants to the Trustee that the Plan is
not covered under Title I of ERISA.

        (g) The Company's  Chief  Financial  Officer or such Officer's  designee
shall have authority to act for the Company under this Trust Agreement.

Section 2. Payments to Plan Participants.

        (a) Pending the  Company's  funding of the Trust,  the Company shall pay
all benefits to Plan  participants as they become due under the Plan.  After the
Trust is funded,  the Company may  continue to make  payment  directly.  In such
case,  the  Company  shall  notify the Trustee of its  decision to make  payment
directly prior to the time payment is due. In addition, if at any time the Trust
Assets are not  sufficient to make payment in  accordance  with the terms of the
Plan,  the Company  shall make the balance of each such payment as it falls due.
The Trustee  shall notify the Company and affected  participants  in the Plan if
Trust Assets are not sufficient to make a scheduled payment.

        (b) After the Company  funds the Trust,  in advance of the time that any
amounts are payable  under the Plan,  the Company shall deliver to the Trustee a
schedule  (the  "Payment   Schedule")   that  indicates  with  respect  to  each
Participant (i) the amounts payable or provides a formula or other  instructions


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acceptable to the Trustee for determining the amounts so payable,  (ii) the form
in which  such  amount is to be paid,  and (iii)  the time of  commencement  and
duration for payment of such amounts.  Except as otherwise provided herein, upon
direction of the Company,  the Trustee shall make  payments in  accordance  with
such Payment Schedule.

        It is the intent of the Company and the Trustee  that the Company  shall
be responsible for  determining  and effecting all federal,  state and local tax
aspects of the Plan and the Trust,  including  without  limitation  income taxes
payable on the Trust's  income,  if any, any required  withholding  of income or
other payroll  taxes in  connection  with the payment of benefits from the Trust
pursuant to the Plan,  and all reporting  required in  connection  with any such
taxes.  To the extent that the Company is required by  applicable  law to pay or
withhold  such  taxes  or to file  such  reports,  such  obligation  shall  be a
responsibility  allocated to the Company, as the case may be, hereunder.  To the
extent the Trustee is required by  applicable  law to pay or withhold such taxes
or to  file  such  reports,  the  Company  shall  inform  the  Trustee  of  such
obligation,  shall direct the Trustee with  respect to the  performance  of such
obligations and shall provide the Trustee with all  information  required by the
Trustee to meet such obligations.

        (c) The  entitlement of a Plan  participant  or  beneficiary  thereof to
benefits  under the Plan shall be  determined by the Company or such party as it
shall  designate  under the  Plan,  and any  claim  for such  benefits  shall be
considered and reviewed under the procedures set out in the Plan.

Section 3.   The   Trustee's   Responsibility   Regarding   Payments   to  Trust
             Beneficiaries when the Company is Insolvent.

        (a) The  Trustee  shall  cease  payment  to Plan  participants  or their
beneficiaries if the Company becomes Insolvent.  The Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) if the Company is unable
to pay its debts as they  become due or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

        (b) At all times during the continuance of this Trust,  the Trust Assets
shall be subject to claims of general creditors of the Company.

                        (1) The  Company  shall  have  the  duty to  inform  the
                Trustee and affected  participants in the Plan in writing if the
                Company becomes Insolvent. If a person claiming to be a creditor
                of the  Company  alleges  in  writing  to the  Trustee  that the
                Company  has  become  Insolvent,  the  Trustee  shall  determine
                whether   the   Company   is   Insolvent   and,   pending   such
                determination,  the Trustee  shall  discontinue  payment to Plan
                participants and beneficiaries.  In all cases, the Trustee shall
                be entitled to conclusively rely upon the written  certification
                of the Board of Directors or the Chief Executive  Officer of the
                Company when determining whether the Company is Insolvent.

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<PAGE>


                        (2) Unless the  Trustee  has actual  knowledge  that the
                Company is Insolvent or has received  notice from the Company or
                a person  claiming  to be a  creditor  alleging  the  Company is
                Insolvent, the Trustee shall have no duty to inquire whether the
                Company is Insolvent. The Trustee may in all events rely on such
                evidence  concerning the Company's  solvency as may be furnished
                to the Trustee that provides the Trustee with a reasonable basis
                for making a determination concerning the Company's solvency.

                        (3) If at any time the Trustee has  determined  that the
                Company is Insolvent,  the Trustee shall discontinue payments to
                Plan  participants  and their  beneficiaries  and shall hold the
                Trust Assets for the benefit of the Company's general creditors.
                Nothing in this Trust  Agreement  shall in any way  diminish any
                rights of Plan  participants  and their  beneficiaries to pursue
                rights as a general  creditor  of the  Company  with  respect to
                payments due under the Plan.

                        (4) The Trustee shall resume payments in accordance with
                Section 2 of this Trust  Agreement  only after the  Trustee  has
                determined  that the  Company  is not  Insolvent  (or no  longer
                Insolvent).

        (c) Provided that there are sufficient assets, the Trustee  discontinues
the  payment of  benefits  from the Trust  pursuant  to Section 3 (a) hereof and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
participants or their  beneficiaries  under the terms of the Plan for the period
of such  discontinuance,  less the aggregate amount of any payments made to them
by the Company in lieu of the payments  provided for  hereunder  during any such
period of discontinuance,  plus interest at the prime rate of interest announced
from time to time by the Trustee.

Section 4. Payments to the Company.

        Except as provided in Section 3 hereof,  the Company shall have no right
or power to direct the  Trustee to return to the  Company or to divert to others
any of the Trust Assets  before all payments  required  under the Plan have been
made to Plan participants and their beneficiaries.

Section 5. Investment and Other Authority.

        The  Company  and the  Trustee may  formulate  investment  policies  and
standards for the investment of the Trust,  which shall be broad  guidelines and
shall not  restrict  the  Trustee's  investment  discretion  with respect to the
selection of Trust assets.  Subject to the preceding sentence, the Trustee shall
have the powers described below:

        (a) The Trustee may invest and reinvest the  principal and income of the
Trust and keep it invested, without distinction between principal and income, in
any  security  or  property  as it,  in its sole  discretion,  deems  advisable;
provided,  however,  that in no event may the Trustee  invest in (i)  securities


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(including  stock or  rights to  acquire  stock)  or  obligations  issued by the
Company,  other than a de minimis amount held in common  investment  vehicles in
which the Trustee invests, (ii) any asset settled or held in safekeeping outside
of the United  States,  or (iii) real estate.  For this  purpose,  "real estate"
includes, but is not limited to, real property,  leaseholds,  mineral interests,
and any form of asset  which is  secured  by any of the  foregoing.  All  rights
associated  with  assets of the Trust shall be  exercised  by the Trustee or the
person  designated by the Trustee,  and shall in no event be  exercisable  by or
rest with the Participants.

        (b) The Trustee may invest in securities  (including  stock or rights to
acquire stock) or obligations issued by the Trustee.  All rights associated with
assets of the Trust shall be  exercised by Trustee or the person  designated  by
Trustee, and shall in no event be exercisable by or rest with Plan participants.
The Company shall have the right at anytime,  and acceptable to the Trustee from
time to time, in its sole discretion,  to substitute assets of equal fair market
value for any asset held by the Trust. This right is exercisable by Company in a
nonfiduciary  capacity  without  the  approval  or  consent  of any  person in a
fiduciary capacity.

        (c) In carrying out its responsibilities under Section 5, the Trustee is
authorized:

                (1) To invest and reinvest the funds received hereunder, and any
accretions  thereto,  without  distinction between principal and income, in such
securities or in such other property,  wherever  situate,  whether or not income
producing, including but not limited to stock, common or preferred, interests in
registered investment  companies,  including registered investment companies for
which the Trustee or an  affiliate  of the  Trustee  receives  compensation  for
providing custodial, transfer agency, investment advisory or other services (The
Company  acknowledges that interest in such registered  investment companies are
not bank  deposits and are not insured by,  guaranteed  by,  obligations  of, or
otherwise  supported  by the  United  States of  America,  the  Federal  Deposit
Insurance  Corporation,  Mellon Bank,  N.A. or any bank or  government  entity),
bonds and  mortgages,  and  other  evidences  of  indebtedness  (including  debt
securities  underwritten  by the  Trustee  or any  of  its  affiliates,  whether
individually or as a member of a divided or undivided  syndicate),  and deposits
in a bank or other  financial  institution  under state or Federal  supervision,
including  the Trustee's  banking  department,  which bear a reasonable  rate of
interest.  In making such  investment,  the Trustee shall not be a restricted by
any state law or statute designating investments eligible for trust funds.

                (2) To hold uninvested, from time to time, without liability for
interest thereon, such amounts as are necessary for the cash requirements of the
Plan;  and to hold  assets  of the  Trust  in cash  or  equivalents,  government
securities,  or straight debt securities in varying  proportions when and for so
long  as,  in the  opinion  of  the  Trustee,  prevailing  market  and  economic
considerations indicate that it is in the best interest of the Trust to do so.

                (3) To vote upon any stocks, bonds or other securities;  to give
general  or  special  proxies or powers of  attorney  with or  without  power of
substitution,  to exercise any conversion  privileges,  subscription  rights, or
other options, and to make any payments incidental thereto,


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to  oppose  or  to  consent  to,  or   otherwise   participate   in,   corporate
reorganizations  or other changes affecting  corporate  securities,  to delegate
discretionary  powers,  and to pay any  assessments  or  charges  in  connection
therewith;  and generally to exercise any of the powers of an owner with respect
to stocks, bonds, securities, or other properties held as part of the Trust.

                (4) To settle,  compromise, or submit to arbitration any claims,
debts,  or damage due or owing to or from the Trust, to commence or defend suits
or legal or administrative proceedings,  and to represent the Trust in all legal
and administrative proceedings, provided, however, that the Trustee shall not be
obligated  to take any action or to appear and  participate  in any action which
would subject it to expense or liability  unless it is first  indemnified  in an
amount and manner satisfactory to it, or its furnished with funds sufficient, in
its sole judgement, to cover the same.

                (5) To purchase,  enter,  sell hold,  and generally  deal in any
manner in and with  contracts for the immediate or future  delivery of financial
instruments of any issuer or of any other property;  the Trustee may also grant,
purchase,  sell,  exercise,  permit to expire,  permit to be held in escrow,  or
otherwise acquire, dispose of, hold and generally deal in any manner with and in
all forms of options or any combination thereof.

                (6)  To  take  all  action   necessary  to  pay  for  authorized
transactions,  including borrowing or raising monies from any lender,  including
the Trustee, in its corporate capacity in conjunction with its duties under this
Agreement and upon such terms and  conditions as the Trustee may deem  advisable
to settle security purchases and securing the repayments thereof by pledging all
or any part of the Account.

                (7)  To  appoint   custodians,   subcustodians   or  subtrustees
(including  affiliates  of the  Trustee),  as to part or all of the  Trust.  The
Trustee shall not be responsible or liable for any losses or damages suffered by
the Company arising as a result of the insolvency of any custodian, subcustodian
or  subtrustee,  except to the extent the Trustee was negligent in its selection
or continued retention of such agent.

                (8) To hold property in nominee name, in bearer form, or in book
entry form,  in a  clearinghouse  corporation  or in a depository  (including an
affiliate of the Trustee),  so long as the Trustee's  records  clearly  indicate
that  the  assets  held  are a part  of the  Trust.  The  Trustee  shall  not be
responsible  for any  losses  resulting  from  the  deposit  or  maintenance  of
securities or other property (in accordance  with market  practice,  custom,  or
regulation)  with  any  recognized   clearing   facility,   book-entry   system,
centralized custodial depository, or similar organization.

                (9)  Generally  to  do  all  acts,   whether  or  not  expressly
authorized, which the Trustee may reasonably deem necessary or desirable for the
protection of the Trust.


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        (d) Notwithstanding anything to the contrary, the Company may reserve to
itself the  exclusive  authority  to direct the  Trustee as to the  acquisition,
retention or  disposition  of all or any portion of the assets of the Trust and,
to the extent the Company  reserves  such  authority,  the Trustee  shall not be
responsible for the management and control of such assets other than to serve as
custodian  of them.  Upon  receipt by the  Trustee of a written  notice from the
Company  advising the Trustee that the Company has reserved such authority,  the
Trustee shall,  pursuant to such notice,  invest all or any portion of the Trust
designated  in such  notice  only in  accordance  with the  instructions  of the
Company.  The Trustee shall be under no duty to question any  instruction of the
Company.  Any such instruction may be of continuing  nature or otherwise and may
be changed or revoked in writing by the  Company at any time.  In the absence of
such a written  direction,  the  Trustee  shall  have full  authority  as to the
acquisition,  retention or disposition  of the assets of the Trust.  The Company
may revoke or amend the  investment  powers that it reserves to itself  provided
such revocation or amendment is in writing and is consented to in advance by the
Trustee.

Section 6. Contractual Settlement and Income; Market Practice Settlements.

        (a) In accordance with the Trustee's standard operating  procedure,  the
Trustee  shall credit the Trust with income and maturity  proceeds on securities
on  contractual  payment  date net of any taxes or upon actual  receipt.  To the
extent the Trustee  credits income on contractual  payment date, the Trustee may
reverse such accounting  entries to the contractual  payment date if the Trustee
reasonably believes that such amount will not be received.

        (b) In accordance with the Trustee's standard operating  procedure,  the
Trustee will attend to the settlement of securities transactions on the basis of
either  contractual   settlement  date  accounting  or  actual  settlement  date
accounting. To the extent the Trustee settles certain securities transactions on
the basis of contractual settlement date accounting,  the Trustee may reverse to
the  contractual   settlement  date  any  entry  relating  to  such  contractual
settlement  if the  Trustee  reasonably  believes  that such  amount will not be
received.

        (c)  Settlements  of  transactions   may  be  effected  in  trading  and
processing   practices  customary  in  the  jurisdiction  or  market  where  the
transaction  occurs.  The  Company   acknowledges  that  this  may,  in  certain
circumstances,  require the delivery of cash or securities  (or other  property)
without the  concurrent  receipt of securities  (or other  property) or cash. In
such  circumstances,  the Trustee shall have no responsibility for nonreceipt of
payment (or late payment) or  nondelivery  of  securities or other  property (or
late delivery) by the counterparty.

Section 7. Disposition of Income.

        During the term of this Trust,  all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.


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Section 8. Accounting by the Trustee.

        The Trustee shall keep accurate and detailed records of all investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including such specific  records as shall be agreed upon between the Company and
the Trustee.  Within ninety (90) days  following the close of each calendar year
and within ninety (90) days after the removal or resignation of the Trustee, the
Trustee shall deliver to the Company and the affected participants in the Plan a
written  account of its  administration  of the Trust during such year or during
the period from the close of the last preceding year to the date of such removal
or resignation, setting forth all investments, receipts, disbursements and other
transactions  effected by it,  including a  description  of all  securities  and
investments  purchased and sold with the cost or net proceeds of such  purchases
or sales  (accrued and showing all cash,  securities  and other property held in
the  Trust  at the  end of  such  year or as of the  date  of  such  removal  or
resignation,  as the case may be. If,  within ninety (90) days after the Trustee
mails to the Company a statement with respect to the Trust,  the Company has not
given the Trustee  written  notice of any  exception or objection  thereto,  the
statement  shall be deemed to have been approved,  and in such case, the Trustee
shall not be liable for any matters  reasonably  apparent  from the face of such
statements.

Section 9. Responsibility of the Trustee.

        (a) The Trustee shall act with the care,  skill,  prudence and diligence
under the  circumstances  then  prevailing  that a prudent person acting in like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character and with like aims, provided,  however,  that the
Trustee shall incur no liability to any person for any action taken  pursuant to
the written direction, request or approval of the Company.

        In the event of a dispute  between the Company  and a third  party,  the
Trustee may apply to a court of competent jurisdiction to resolve the dispute.

        (b) The Trustee is not a party to, and has no duties or responsibilities
under,  the Plan  other  than  those  that may be  expressly  contained  in this
Agreement. In any case in which a provision of this Agreement conflicts with any
provision in the Plan, this Agreement shall control.

        (c) The  Trustee  shall not be  responsible  for the title,  validity or
genuineness  of any  property  or evidence  of title  thereto  received by it or
delivered by it pursuant to this  Agreement and shall be held harmless in acting
upon any notice,  request,  direction,  instruction,  consent,  certification or
other instrument  believed by it to be genuine and delivered by the proper party
or parties.

        (d) The Company  agrees to indemnify and hold harmless the Trustee,  its
parent,  subsidiaries  and  affiliates  and each of their  respective  officers,
directors,  employees  and  agents  from and  against  all  liability,  loss and


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expense,  including  reasonable  attorneys'  fees and  expenses  incurred by the
Trustee or any of the foregoing indemnities arising out of or in connection with
this  Agreement,  except as a result of the Trustee's own  negligence or willful
misconduct.   This  indemnification   shall  survive  the  termination  of  this
Agreement.

        (e) If the Trustee  undertakes or defends any  litigation or other claim
or action or  participates in a negotiation  resulting in a settlement  prior to
the  commencement  of  litigation  arising in  connection  with this Trust,  the
Company agrees to indemnify the Trustee against the Trustee's  reasonable costs,
expenses and liabilities  (including,  without  limitation,  attorneys' fees and
expenses)  relating thereto and to be primarily  liable for such payments.  This
provision shall not apply,  however, to any litigation claim or action where the
Trustee's actions are determined to involve fraud, self-dealing or breach of the
Trustee's duties hereunder. If the Company does not pay such costs, expenses and
liabilities in a reasonably  timely manner,  the Trustee may obtain payment from
the Trust.

        (f) The Trustee may consult with legal  counsel (who may also be counsel
for the  Company  generally)  with  respect to any of its duties or  obligations
hereunder  and  shall  have  no  liability  for any  action  or  failure  to act
exclusively in reliance upon the reasonable written advice of such counsel.

        (g) The  Trustee may hire  agents,  accountants,  actuaries,  investment
advisors,  financial  consultants  and  other  professionals  to  assist  it  in
performing any of its duties or obligations hereunder.

        (h) The Trustee shall have, without  exclusion,  all powers conferred on
trustees  by  applicable  law,  unless  expressly   provided  otherwise  herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a  beneficiary  of the policy other than the
Trust,  to assign the policy (as  distinct  from  conversion  of the policy to a
different form) other than to a successor Trustee,  or to loan to any person the
proceeds of any borrowing against such policy.

        (i) Notwithstanding anything in this Agreement to the contrary contained
herein,  the Trustee  shall not be  responsible  or liable for any losses to the
Trust resulting from any event beyond the reasonable control of the Trustee, its
agents or  custodians,  including but not limited to  nationalization,  strikes,
expropriation,  devaluation,  seizure,  or  similar  action by any  governmental
authority,  de facto or de  jure;  or  enactment,  promulgation,  imposition  or
enforcement  by  any  such  governmental  authority  of  currency  restrictions,
exchange  controls,  levies or other charges affecting the Trust's property;  or
the breakdown,  failure or  malfunction  or any utilities or  telecommunications
systems;  or any order or  regulation  of any  banking  or  securities  industry
including changes in market rules and market conditions  affecting the execution
or  settlement  of  transactions;  or acts of war,  terrorism,  insurrection  or
revolution;  or acts of God; or any other  similar  event.  This  Section  shall
survive the termination of this Agreement.

        (j) The Trustee shall not be liable for any act of omission of any other
person in carrying out any responsibility  imposed upon such person and under no


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circumstances  shall the Trustee be liable for any indirect,  consequential,  or
special damages with respect to its role as Trustee.

        (k)  Notwithstanding  any powers granted to the Trustee pursuant to this
Trust  Agreement or  applicable  law, the Trustee  shall not have any power that
could give this Trust the  objective  of carrying on a business and dividing the
gains therefrom,  within the meaning of Section  301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.

Section 10. Compensation and Expenses of the Trustee.

        The Company shall pay all agreed upon  administrative and Trustee's fees
and  reasonable  expenses.  If not so paid,  the fees and expenses shall be paid
from the Trust.  The Trustee  shall be entitled to fees for services as mutually
agreed. The Company acknowledges that as part of the Trustee's compensation, the
Trustee may earn  interest  on  balances  including  disbursement  balances  and
balances  arising from purchase and sale  transactions.  If the Trustee advances
cash or  securities  to the Trust  for any  purpose,  or in the  event  that the
Trustee  shall  incur  or  be  assessed  taxes,  interest,   charges,  expenses,
assessments,  or other  liabilities in connection  with the  performance of this
Agreement,  except such as may arise from its own  negligent  action,  negligent
failure to act or willful misconduct, any property at any time held in the Trust
Fund shall be security  therefor  and the  Trustee  shall be entitled to collect
from  the  Trust  sufficient  cash  for  reimbursement,  and  if  such  cash  is
insufficient, dispose of the assets of the Trust Fund to the extent necessary to
obtain reimbursement.  To the extent the Trustee advances funds to the Trust for
disbursements  or to the effect the  settlement  of purchase  transactions,  the
Trustee  shall be  entitled  to collect  from the Trust an amount  equal to what
would have been earned on the sums  advanced (an amount  approximating  "federal
funds" interest rate).

Section 11. Resignation and Removal of the Trustee.

        (a) The Trustee may resign at any time by written  notice to the Company
and affected  participants  in the Plan,  which shall be  effective  thirty (30)
calendar  days after  receipt of such notice  unless the Company and the Trustee
agree otherwise.

        (b) The Trustee may be removed by the Company without cause or reason on
sixty (60) calendar days' notice or upon shorter notice accepted by the Trustee.

        (c) Upon  resignation  or removal of the  Trustee and  appointment  of a
successor,  all Trust Assets shall subsequently be transferred to the successor.
The transfer  shall be completed  within ninety (90) calendar days after receipt
of notice of  resignation,  removal or transfer,  unless the Company extends the
time limit.

        (d)  If  the  Trustee  resigns  or is  removed,  a  successor  shall  be
appointed,  in accordance with Section 12 hereof, prior to the effective date of
resignation or removal under Section 11 (a) or (b) above. If no such appointment
has been made,  the Trustee may apply to a court of competent  jurisdiction  for


                                       10
<PAGE>


appointment of a successor or for instructions.  All reasonable  expenses of the
Trustee in connection  with the legal  proceeding for appointment of a successor
shall be allowed as administrative expenses of the Trust.

Section 12. Appointment of Successor.

        (a) If the Trustee  resigns or is removed in accordance  with Section 11
(a) or (b) hereof,  the Company shall appoint a successor,  which successor must
be a corporate  fiduciary  independent of the Company.  The appointment shall be
effective when accepted in writing by the new Trustee, who shall have all of the
rights and powers of the former Trustee, including ownership rights in the Trust
Assets. The former Trustee shall execute any instrument  necessary or reasonably
requested by the Company or the successor Trustee to evidence the transfer.

        (b) The  successor  Trustee need not examine the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  Assets,  subject to
Section 5 hereof.  The successor  Trustee shall not be responsible  for, and the
Company  shall  indemnify and defend the  successor  Trustee from,  any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event,  or any  condition  existing at the time it becomes  successor
Trustee.

Section 13. Amendment or Termination.

        (a) This Trust  Agreement  may be amended  only by a written  instrument
executed by the Trustee and the Company.

        (b) The  Trust  shall  not  terminate  until  the  date on which no Plan
participant  or  beneficiary  is  entitled  to  payments  under the  Plan.  Upon
termination of the Trust, any assets remaining in the Trust shall be returned to
the Company.

Section 14. Miscellaneous.

        (a) Any  provision of this Trust  Agreement  prohibited  by law shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

        (b) Benefits payable to Plan participants and their  beneficiaries under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

        (c) Notwithstanding anything to the contrary contained elsewhere in this
Trust  Agreement,  any  reference to the Plan or Plan  provisions  which require
knowledge or  interpretation of the Plan shall impose a duty upon the Company to
communicate such knowledge or interpretation  to the Trustee.  The Trustee shall


                                       11
<PAGE>


have no  obligation to know or interpret any portion of the Plan and shall in no
way be liable for any proper action taken contrary to the Plan.

        (d)  This  Trust  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  Commonwealth  of   Pennsylvania.   Met-Pro
Corporation  and Mellon Bank, N.A.  hereby  expressly  waive, to the full extent
permitted  by  applicable  law,  any right to trial by jury with  respect to any
judicial proceeding arising from or related to this Agreement.

        (e) For  purpose  of the  Trust,  Change of  Control  shall be deemed to
occur;

                (1) If any "person" or "group of persons", which person or group
of persons are not part of present  management and are acting in concert (as the
term "person" is used in Section 13(d) and 14(d) of the Securities  Exchange Act
of 1934, as amended (the "Act")) becomes the  "beneficial  owner" (as defined in
Rule 13 d-3  promulgated  under the Act) directly or indirectly of securities of
the Corporation representing thirty (30%) percent or more of the combined voting
power of the Corporation's then outstanding securities; or

                (2) If at any time there shall be a change in the composition of
the Corporation's  Board of Directors  resulting in a majority of such Directors
as of the date hereof no longer constituting such a majority; provided, however,
that in making any such  determination as to change in composition,  there shall
be  excluded  any  change  where  the  new  Director  was  elected  by  or  upon
recommendation of such present majority; or

                (3) If the approval by the  stockholders of the Corporation of a
reorganization,  merger or  consolidation,  in each case,  with respect to which
persons  who were  stockholders  of the  Corporation  immediately  prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty (50%) percent of the combined voting power of the reorganized, merged
or  consolidated  Corporation's  then  outstanding  securities  entitled to vote
generally  in the election of  Directors  or with  respect to a  liquidation  or
dissolution of the  Corporation or the sale of all or  substantially  all of the
Corporation's assets; or

                (4) At any  time  that  the  Board  of  Directors,  in its  sole
discretion,  determines  that a change of control has  occurred,  regardless  of
whether such determination relates to any of the aforementioned events.

                The Company shall have the duty to inform the Trustee in writing
upon the  occurrence  of a Change of Control.  The Trustee  shall be entitled to
conclusively rely upon such written certification of the Company.


                                       12
<PAGE>


Section 15.       Reliance of Representations.

        (a) The Company and the Trustee each  acknowledge that the other will be
relying, and shall be entitled to rely, on the representations, undertakings and
acknowledgments of the other as set forth in this Agreement. The Company and the
Trustee  each agree to notify the other and  affected  participants  in the Plan
promptly if its representations,  undertakings,  or acknowledgments set forth in
this Agreement ceases to be true.

        (b) The Company and the Trustee hereby each represent and warrant to the
other that it has full authority to enter into this Agreement upon the terms and
conditions  hereof and that the  individual  executing  this  Agreement on their
behalf has the requisite to bind the Company and the Trustee to this Agreement.




Attest:                                      Met-Pro Corporation



 /s/ Gary J. Morgan                          By: /s/ William L. Kacin
 --------------------------                     --------------------------------
Secretary                                         William L. Kacin
                                                  Chairman, Chief Executive
                                                  Officer and President


(Corporate Seal)



Attest:                                      Mellon Bank, N.A.



 /s/ Raph C. Phellep                         By: /s/ Christine A. Bloom
 --------------------------                     --------------------------------
Secretary                                       Vice President


(Corporate Seal)











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