Barringer Technologies Inc Sample Contracts

Barringer Technologies Inc – AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT AND GUARANTY (March 20th, 2001)

Exhibit 10.19 AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT AND GUARANTY THIS AGREEMENT (the "Agreement") dated as of the 2nd day of February, 2000, between FLEET BANK, N.A., with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (the "Bank") and BARRINGER TECHNOLOGIES INC., a Delaware corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BTI"), BARRINGER INSTRUMENTS INCORPORATED, a New Jersey corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BII"), and BARRINGER RESEARCH LIMITED, a Canadian corporation with offices at 1730 Aimes Boulevard, Mississauga, Ontario, Canada L4W IVI ("BRL'). WITNESSETH: WHEREAS, BTI executed and delivered a revolving credit note to Bank in the original principal balance not to exceed Five Million and 00/1 00 Dollars ($5,000,000) (the "Revolving Credit Line"); and

Barringer Technologies Inc – THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (March 20th, 2001)

Exhibit 10.20 THIRD AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT THIS AGREEMENT (the "Agreement") dated as of the 18th day of May, 2000, between FLEET BANK, N.A., with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (the "Bank") and BARRINGER TECHNOLOGIES INC., a Delaware corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BTI"), BARRINGER INSTRUMENTS INCORPORATED, a New Jersey corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BII"), and BARRINGER RESEARCH LIMITED, a Canadian corporation with offices at 1730 Aimes Boulevard, Mississauga, Ontario, Canada L4W IVI "BRL"). WITNESSETH: WHEREAS, BTI executed and delivered a revolving credit note to Bank in the original principal balance not to exceed Five Million and 00/100 Dollars ($5,000,000) (the "Revolving Credit Line"); and WHEREAS,

Barringer Technologies Inc – FOURTH AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (March 20th, 2001)

Exhibit 10.21 FOURTH AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT THIS AGREEMENT (the "Agreement") dated as of the 15th day of June, 2000, between FLEET BANK, N.A., with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (the "Bank") and BARRINGER TECHNOLOGIES INC., a Delaware corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BTI"), BARRINGER INSTRUMENTS INCORPORATED, a New Jersey corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BII"), and BARRINGER RESEARCH LIMITED, a Canadian corporation with offices at 1730 Aimes Boulevard, Mississauga, Ontario, Canada L4W IVI ("BRL"). WITNESSETH: WHEREAS, BTI executed and delivered a revolving credit note to Bank in the original principal balance not to exceed Five Million and 00/100 Dollars ($5,000,000) (the "Revolving Credit Line"); and WHEREA

Barringer Technologies Inc – DEFINITIVE MERGER AGREEMENT (March 15th, 2001)

EXHIBIT 99.1 FOR IMMEDIATE RELEASE BARRINGER TECHNOLOGIES INC. ANNOUNCES DEFINITIVE MERGER AGREEMENT WARREN, N.J., March 9, 2001--Barringer Technologies Inc. (Nasdaq: BARR), one of the world's leading providers of trace drug and explosive detection equipment, today announced that it has entered into a definitive agreement with Smiths Group plc ("Smiths") under which Smiths would acquire all the outstanding shares of Barringer for $11.05 per share in cash. The transaction values the equity of Barringer Technologies at approximately $87 million. The $11.05 acquisition price per share represents a 17% premium to the average closing stock price for the company over the last 30 trading days. The transaction, which has been approved by the Boards of Directors of both companies is subject to approval by Barringer stockholders and customary closing conditions an

Barringer Technologies Inc – AGREEMENT AND PLAN OF MERGER (March 15th, 2001)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2001, is by and among Smiths Industries Aerospace & Defense Systems Inc., a Delaware corporation ("Purchaser"), Bloodhound Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser ("Merger Sub"), and Barringer Technologies Inc., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the respective Boards of Directors of Purchaser, Merger Sub and the Company have each determined that it is advisable and in the best interests of their respective companies and their stockholders to effect the merger of Merger Sub with and into the Company pursuant to this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound, Purchaser, Merger S

Barringer Technologies Inc – UNLIMITED GUARANTY OF PAYMENT AND PERFORMANCE (March 24th, 2000)

-------------------------- AMENDED AND RESTATED UNLIMITED GUARANTY OF PAYMENT AND PERFORMANCE -------------------------- THIS AGREEMENT OF GUARANTY, dated as of this 1st day of July, 1999, between Barringer Instruments Incorporated, a Delaware corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059, and Digivision, Inc., a California corporation, with offices at 4775 Viewridge Avenue, San Diego, California 92123 (each being a "Guarantor", and collectively, the "Guarantors") and FLEET BANK, N.A. with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (hereinafter, together with any successor and assigns, "Lender"). WITNESSETH: WHEREAS, Barringer Technologies Inc., a Delaware corporation (the "Borrower") is indebted to Bank pursuant to a certain Revolving Credit Note, dated Ma

Barringer Technologies Inc – RETIREMENT PLAN(1) (March 24th, 2000)

The Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement TRUST UNDER: BARRINGER TECHNOLOGIES INC. SUPPLEMENTAL RETIREMENT PLAN(1) THIS TRUST AGREEMENT, made this 15th day of November, 1999, by and between Barringer Technologies Inc. (the "Company") and Merrill Lynch Trust Company, FSB (the "Trustee"); WHEREAS, the Company has adopted the Barringer Technologies Inc. Supplemental Retirement Plan (hereinafter referred to as the "Plan"); and WHEREAS, the Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan; and WHEREAS, the Company wishes to establish a trust (hereinafter referred to as the "Trust") and to contribute to the Trust assets that shall be held therein subject to the claims of the Company's creditors in the event of the Company's Insolvency, as herein defined, until paid to the Pla

Barringer Technologies Inc – FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (March 24th, 2000)

FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT THIS AGREEMENT (the "Agreement") dated as of the 1st day of July, 1999, between FLEET BANK, N.A., with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (the "Bank") and BARRINGER TECHNOLOGIES INC., a Delaware corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BTI" or "Borrower"), BARRINGER INSTRUMENTS INCORPORATED, a New Jersey corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BII"), BARRINGER RESEARCH LIMITED, a Canadian corporation with offices at 1730 Aimes Boulevard, Mississauga, Ontario, Canada L4W IVI ("BRL"), and DIGIVISION, INC., a California corporation with offices at 4775 Viewridge Avenue, San Diego, California 92123. WITNESSETH: WHEREAS, Borrower executed and delivered a revolving credit note to Bank in the current principal sum not to exceed Five Mi

Barringer Technologies Inc – NON-RECOURSE SECURED PROMISSORY NOTE (April 1st, 1999)

EXHIBIT 10.22 NON-RECOURSE SECURED PROMISSORY NOTE FOR VALUE RECEIVED, _______________ (the "Maker") hereby promises to pay to the order of Barringer Technologies Inc. (the "Company"), at its offices at 30 Technology Drive, Warren, New Jersey, or at such other location as the Company may designate from time to time, the sum of $______________, in lawful money of the United States of America on _______________ (the "Maturity Date"), together with interest thereon, compounded annually, at a rate of ___% per annum. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed. If the date any amount is due hereunder is not a Business Day, then such amount shall be due and payable on the Business Day next succeeding the original payment date, together with interest thereon to the date of payment. As used herein, "Business Day" means any day, other

Barringer Technologies Inc – NON-RECOURSE SECURED PROMISSORY NOTE (April 1st, 1999)

EXHIBIT 10.23 NON-RECOURSE SECURED PROMISSORY NOTE FOR VALUE RECEIVED, _______________ (the "Maker") hereby promises to pay to the order of Barringer Technologies Inc. (the "Company"), at its offices at 30 Technology Drive, Warren, New Jersey, or at such other location as the Company may designate from time to time, the sum of $______________, in lawful money of the United States of America on _________ (the "Maturity Date"), together with interest thereon, compounded annually, at a rate of ______% per annum. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed. If the date any amount is due hereunder is not a Business Day, then such amount shall be due and payable on the Business Day next succeeding the original payment date, together with interest thereon to the date of payment. As used herein, "Business Day" means any day, ot

Barringer Technologies Inc – PLEDGE AGREEMENT (April 1st, 1999)

EXHIBIT 10.21 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of ______ by and between ____________ (the "Maker") and Barringer Technologies Inc. (the "Company"). W I T N E S S E T H: WHEREAS, the Maker has purchased from the Company ____________ shares (the "Shares") of the Company's Common Stock, par value $.01 per share ("Common Stock"); and WHEREAS, in connection with such purchase the Company has loaned to the Maker the sum of $___________; such loan being evidenced by a non-recourse secured promissory note (the "Note") in the principal amount of $__________ made by the Maker in favor of the Company; and WHEREAS, the loan to the Maker is to be secured by a pledge by the Maker to the Company of the Shares and the other Collateral referenced herein; and WHEREAS, the parties hereto desire to set forth the terms of and

Barringer Technologies Inc – LEASE AGREEMENT (April 1st, 1999)

Exhibit 10.12 LEASE AGREEMENT THIS LEASE AGREEMENT, made this 26th day of June , 1998 by and between MT. BETHEL CORPORATE CENTER c/o Atlantic Development & Management Corp. 30 Technology Drive, P.O. Box 4500 Warren, New Jersey 07059 (hereinafter referred to as "Landlord") and BARRINGER TECHNOLOGIES, INC. a Delaware Corporation 30 Technology Drive Warren, New Jersey 07059 (hereinafter referred to as "Tenant") WITNESSETH: The parties hereto, in consideration of the rents, covenants and conditions herein obtained, do mutually agree as follows: 1. THE DEMISE

Barringer Technologies Inc – EMPLOYMENT AGREEMENT (April 1st, 1999)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated November ___, 1998, by and between Barringer Technologies Inc. (the "Company") and Kenneth S. Wood (the "Executive"), residing at 18 Brookside Drive, Warren, New Jersey 07060. W I T N E S S E T H: WHEREAS, the Executive is currently serving as the President and Chief Operating Officer of the Company; and WHEREAS, the Company wishes to assure that the Executive will continue to serve in that capacity during the term of this Agreement, and the Executive is willing to continue to serve in that capacity on the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: Section 1. Term of Employment. The Executive's employment under this Agreement shall com

Barringer Technologies Inc – PLEDGE AGREEMENT (April 1st, 1999)

EXHIBIT 10-19 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of July 6, 1998, by and between Stanley S. Binder (the "Executive") and Barringer Technologies Inc. (the "Company"). W I T N E S S E T H: WHEREAS, the Company has loaned to the Executive the sum of $500,000; such loan being evidenced by a non-recourse secured promissory note (the "Note") in the principal amount of $500,000 made by the Executive in favor of the Company; and WHEREAS, the loan to the Executive is to be secured by a pledge by the Executive to the Company of 49,000 shares of common stock, $0.01 par value per share, of the Company owned by the Executive and the other Collateral (as defined below) referenced herein; and WHEREAS, the parties hereto desire to set forth the terms of and to evidence the Executive's grant to the Company of a security intere

Barringer Technologies Inc – NON-RECOURSE SECURED PROMISSORY NOTE (April 1st, 1999)

EXHIBIT 10.20 NON-RECOURSE SECURED PROMISSORY NOTE FOR VALUE RECEIVED, Stanley S. Binder (the "Maker") hereby promises to pay to the order of Barringer Technologies Inc. or its successors, assigns and legal representatives (the "Holder"), at its offices at 219 South Street, Murray Hill, New Jersey, or at such other location as the Holder may designate from time to time, the sum of Five Hundred Thousand Dollars ($500,000) in lawful money of the United States of America (except as set forth below) on July 6, 2003 (the "Maturity Date"), together with interest thereon, compounded annually, at a rate of 5.68% per annum. Interest shall be paid annually on the anniversary of the date hereof. Principal shall be paid on the Maturity Date, together with all interest outstanding as of the Maturity Date. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.

Barringer Technologies Inc – EMPLOYMENT AGREEMENT (April 1st, 1999)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated November ___, 1998, by and between Barringer Technologies Inc. (the "Company") and Richard S. Rosenfeld (the "Executive"), residing at 105 Stonebridge Road, Montclair, New Jersey 07042. W I T N E S S E T H: WHEREAS, the Executive is currently serving as the Vice President-Finance and Chief Financial Officer of the Company; and WHEREAS, the Company wishes to assure that the Executive will continue to serve in that capacity during the term of this Agreement, and the Executive is willing to continue to serve in that capacity on the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: Section 1. Term of Employment. The Executive's

Barringer Technologies Inc – STOCKHOLDER PROTECTION RIGHTS AGREEMENT (September 2nd, 1998)

EXHIBIT 4.1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of August 26, 1998 between BARRINGER TECHNOLOGIES INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent STOCKHOLDER PROTECTION RIGHTS AGREEMENT Table of Contents Page Article I DEFINITIONS Section 1.1 Definitions........................................................

Barringer Technologies Inc – UNLIMITED GUARANTY OF PAYMENT AND PERFORMANCE (March 30th, 1998)

UNLIMITED GUARANTY OF PAYMENT AND PERFORMANCE THIS AGREEMENT OF GUARANTY, dated as of this 13th day of March, 1998, between Barringer Instruments, Inc., a Delaware corporation, with offices at 219 South Street, Murray Hill, New Jersey 07974 (, the "Guarantor") and FLEET BANK, N.A. with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (hereinafter, together with any successor and assigns, "Lender"). W I T N E S S E T H : WHEREAS, Barringer Technologies Incorporated, a Delaware corporation (the "Borrower") is indebted to Bank pursuant to a certain Revolving Credit Note, of even date herewith (the "Note"), which evidences an obligation in the original maximum principal balance of $5,000,000.00 (the "Loan"); and WHEREAS, Lender is unwilling to enter into the assumption transaction without further collateral security in the form of an unconditional guaranty by t

Barringer Technologies Inc – REVOLVING CREDIT LOAN AGREEMENT (March 30th, 1998)

REVOLVING CREDIT LOAN AGREEMENT Dated as of March 13, 1998 Among BARRINGER TECHNOLOGIES INCORPORATED BARRINGER INSTRUMENTS. INC. BARRINGER RESEARCH LIMITED and FLEET BANK, N.A. THIS REVOLVING CREDIT AGREEMENT dated as of March [13], 1998 (the "Agreement"), among BARRINGER TECHNOLOGIES INCORPORATED, a Delaware corporation ("BORROWER" or "BTI"), BARRINGER INSTRUMENTS, INC., a Delaware corporation ("BII"), and BARRINGER RESEARCH LIMITED, a Canadian corporation ("BRL") and FLEET BANK, N.A. (together with any successors and assigns, the "Lender"). BACKGROUND WHEREAS, Borrower has requested Lender to extend a credit facility to the Borrower to enable Borrower to borrow up to FIV

Barringer Technologies Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 30th, 1998)

EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated December 31, 1997, by and between Barringer Technologies Inc. (the "Company") and Stanley S. Binder (the "Executive"), residing at 32 Corey Lane, Mendham, New Jersey 07945. W I T N E S S E T H: WHEREAS, on December 31, 1997, the Executive and the Company originally entered into this Agreement, which set forth the terms and conditions upon which the Executive shall continue to serve as the Chairman of the Board and Chief Executive Officer of the Company; and WHEREAS, the Executive and the Company wish to amend and restate certain of the provisions of this Agreement to correctly reflect the current understanding of the parties with respect to such terms and conditions, all as more fully set forth herein; NOW, THEREFORE, in consideratio

Barringer Technologies Inc – REVOLVING CREDIT NOTE (March 30th, 1998)

REVOLVING CREDIT NOTE $5,000,000.00 Princeton, New Jersey March 13, 1998 The undersigned, BARRINGER TECHNOLOGIES INCORPORATED (the "Maker") hereby promises to pay to the order of FLEET BANK, N.A. (the "Payee") as and when due as set forth in the Loan Agreement (as hereinafter defined) the principal sum of Five Million Dollars ($5,000,000.00) or, if less, the aggregate principal amount (as shown by Payee's records, which shall constitute prima facie evidence thereof) of all advances (collectively, the "Advances") made by Payee under the Revolving Credit provided for in and made pursuant to Section 2.1 of the Revolving Credit Loan Agreement, dated the date hereof, between Maker and Payee (the "Loan Agreement"), which Advances shall be due and payable in full on or before the Revolving Credit Expiration Date, as define

Barringer Technologies Inc – WARRANT AGREEMENT (November 1st, 1996)

1 Exhibit 4.1 WARRANT AGREEMENT AGREEMENT, dated as of this ____ day of __________, 1996, by and between BARRINGER TECHNOLOGIES INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as warrant agent (the "Warrant Agent"). W I T N E S S E T H WHEREAS, the Company proposes to make a public offering (the "Public Offering") of up to 1,953,125 shares (the "Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company and up to 1,562,500 common stock purchase warrants (the "Warrants") of the Company (hereinafter collectively referred to as the "Shares" and the "Warrants"), each Warrant exercisable to purchase a one-quarter of a share of Common Stock; and WHEREAS, in relation to the Public Offering, the Company has filed a registration statement on Form SB-2

Barringer Technologies Inc – EMPLOYMENT AGREEMENT (November 1st, 1996)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as specified herein, between Barringer Technologies Inc., a Delaware corporation (including any of its subsidiaries, collectively the "Company"), located at 219 South Street, New Providence, New Jersey 07974 and ("Executive") residing at . NOW, THEREFORE, in consideration of the terms and mutual undertakings herein contained, it is agreed by and between the Company and Executive as follows: 1. Effective Date and Term of Employment: This Agreement shall become effective on November 1, 1996 and shall supersede any other agreements, if any, now in effect. This Agreement shall remain in effect until the close of business one year from such effective date ("Agreement Expiration Date"); provided, however, that on the Agreement Expiration Date and o

Barringer Technologies Inc – EMPLOYMENT AGREEMENT (November 1st, 1996)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as specified herein, between Barringer Technologies Inc., a Delaware corporation (including any of its subsidiaries, collectively the "Company"), located at 219 South Street, New Providence, New Jersey 07974 and ("Executive") residing at . NOW, THEREFORE, in consideration of the terms and mutual undertakings herein contained, it is agreed by and between the Company and Executive as follows: 1. Effective Date and Term of Employment: This Agreement shall become effective on November 1, 1996 and shall supersede any other agreements, if any, now in effect. This Agreement shall remain in effect until the close of business one year from such effective date ("Agreement Expiration Date"); provided, however, that on the Agreement Expiration Date and on eac

Barringer Technologies Inc – UNDERWRITER'S WARRANT (November 1st, 1996)

1 Exhibit 4.2 UNDERWRITER'S WARRANT VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON OR IF NOT A BUSINESS DAY AS DEFINED HEREIN, AT 5:00 P.M., NEW YORK CITY TIME, ON THE NEXT FOLLOWING BUSINESS DAY, UNLESS EXTENDED BY BARRINGER TECHNOLOGIES INC., AS PROVIDED HEREIN. No. Date: WARRANT TO PURCHASE SHARES OF COMMON STOCK AND WARRANTS OF BARRINGER TECHNOLOGIES INC. Securities Subject to this Warrant: 125,000 Shares and 125,000 Underlying Warrants This cer

Barringer Technologies Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (October 8th, 1996)

1 EXHIBIT 10.7 NON-QUALIFIED STOCK OPTION AGREEMENT (INCLUDING RESTRICTIVE COVENANT) This agreement, made as of the th day of , 1996, by and between Barringer Technologies Inc., a Delaware corporation (the "Company" and ("Optionee"). ARTICLE 1. RECITALS a) Barringer Technologies Inc. from time to time will award Non-Qualified Stock Options (the "Option") to acquire shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to selected directors, officers and other key employees of the Company and its direct and indirect present and future subsidiaries (the "Subsidiaries") who are most responsible for future growth. The Options are designed to help attract and retain superior personnel for positions of substantial responsibility with the Company and the Subsidiaries and to provide

Barringer Technologies Inc – THIS AGREEMENT made in duplicate as of the 27th day of February, 1989 (October 8th, 1996)

1 EXHIBIT 10.10 435-9172-1 THIS AGREEMENT made in duplicate as of the 27th day of February, 1989 BETWEEN: CANADIAN PATENTS AND DEVELOPMENT LIMITED-SOCIETE CANADIENNE DES BREVETS ET D'EXPLOITATION LIMITEE, a Corporation to which the Government Companies Operation Act applies, having its Head Office at the City of Ottawa in the Province of Ontario (hereinafter called "the Licensor") OF THE ONE PART

Barringer Technologies Inc – TERMINATION AGREEMENT (October 8th, 1996)

1 EXHIBIT 10.11 TERMINATION AGREEMENT THIS AGREEMENT is made and entered into this ____ day of October, 1996, by and among BARRINGER LABORATORIES, INC., a Delaware corporation ("Barringer"), and BARRINGER TECHNOLOGIES, INC., a Delaware corporation, ("BTI"). Barringer and BTI may be referred to herein collectively as "Parties." WHEREAS, pursuant to the Stock Purchase Agreement dated December 8, 1995 (the "1995 Agreement"), BTI sold, and Barringer purchased, 647,238 shares of Barringer Laboratories, Inc. common stock; and WHEREAS, under the terms of the 1995 Agreement, BTI granted Barringer a perfected security interest in 88,260 ("Collateral") of the 432,475 shares of the Barringer Laboratories, Inc. stock which it continued to hold (the "Remaining Shares"), to secure certain covenants and agreements of BTI under the 1995 Agreement; and WHEREAS, in order

Barringer Technologies Inc – SINGLE TENANT INDUSTRIAL LEASE (October 8th, 1996)

1 EXHIBIT 10.18 SINGLE TENANT INDUSTRIAL LEASE This Indenture made as of the 27th day of July 1995. BETWEEN: LEHNDORFF MANAGEMENT LIMITED in Its capacity as agent for the Owners (hereinafter called the "Landlord") -and- BARRINGER RESEARCH LIMITED (hereinafter called the "Tenant") Building: 1730 Aimco Boulevard, Mississauga Rentable Area: 28,380 square feet Commencement Date: September 1, 1995 Expiry Date: August 31, 2005 2 INDEX CLAUSE 1 PREMISES CLAUSE 2 TERM CLAUSE 3 POSSESSION OF PREMISES CLAUSE 4 RENT AND SECURITY DEPOSIT CLAUSE 5 RENT AND INTEREST & GOODS AND SERVICES TAX CLAUSE

Barringer Technologies Inc – CONSULTING AGREEMENT (October 8th, 1996)

1 EXHIBIT 10.4 CONSULTING AGREEMENT -------------------- Agreement dated as of the 1st day of January 1991 between Barringer Resources Inc. and John J. Harte (the Consultant). WITNESSETH ---------- 1. Employment -- The company hereby employs consultant, and consultant hereby accepts employment, as a consultant to the company upon the terms and conditions set forth in this agreement. This agreement replaces all previous consulting agreements between the parties. 2. Duties -- Consultant shall serve the company as a consultant and perform tasks as directed by the company including serving on the board of any subsidiary if so requested. Consultant shall devote as much time as is required to complete tasks assigned and will be available seven days a week if so required but no

Barringer Technologies Inc – DEBENTURE PURCHASE AGREEMENT (October 8th, 1996)

1 EXHIBIT 10.14 DEBENTURE PURCHASE AGREEMENT THIS AGREEMENT, dated as of July 10, 1996, by and between BARRINGER TECHNOLOGIES INC., a Delaware corporation (the "Company"), and _____________________ (the "Purchaser"). W I T N E S S E T H: WHEREAS, in reliance upon the respective representations, warranties, terms and conditions hereinafter set forth, the Purchaser desires to purchase from the Company, and the Company desires to sell to the Purchaser, an aggregate of $__________ in principal amount of the Company's 6% Convertible Subordinated Debentures due 1997 (the "Debentures"), convertible into shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), at an initial conversion rate of $2.75 per share, subject to adjustment in certain circumstances, as hereinafter set forth. NOW

Barringer Technologies Inc – STOCK OPTION AGREEMENT (October 8th, 1996)

1 EXHIBIT 10.6 BARRINGER TECHNOLOGIES INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT made on March 10, 1995 between BARRINGER TECHNOLOGIES INC., a Delaware corporation, with its principal office at 219 South Street, New Providence, New Jersey 07974 (hereinafter called the "Company") and _______________________________ residing at _____________________ __________________________________ (hereinafter called the "Optionee"), who is an employee or Director of the Company or one or more of the Company's subsidiaries. WITNESSETH THAT: 1. Shares Subject to Option. The Company hereby grants to the Optionee an option to purchase up to ( ) shares of Common Stock ($.01 par value) of the Company (hereinafter called the "Optioned Shares") at a price of US$.50 per share (the

Barringer Technologies Inc – DESCRIPTION OF 1991 WARRANT PLAN (October 8th, 1996)

1 EXHIBIT 10.8 DESCRIPTION OF 1991 WARRANT PLAN On December 13, 1990, the Board of Directors of the Company adopted the 1991 Directors' Warrant Plan (the "1991 Warrant Plan"), pursuant to which each non-employee director, upon election or appointment to the Board, will be offered 3,750 five-year warrants, at $.40 per warrant (the "Directors' Warrants"), each to purchase one share of Common Stock at an exercise price to be determined by the Board at the time the Directors' Warrants are issued, which exercise price shall not be less than the then current market price for the shares of Common Stock underlying the Directors' Warrants, and which provides that each new director shall use the first quarterly director's fee to pay the purchase price for the Director's Warrants.

Barringer Technologies Inc – STOCK PURCHASE AGREEMENT (December 27th, 1995)

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Agreement is made and entered into this 8th day of December, 1995, by and among Barringer Laboratories, Inc., a Delaware corporation ("Buyer"), and Barringer Technologies, Inc., a Delaware corporation ("Seller"). Buyer and Seller may be referred to herein collectively as "Parties". WHEREAS, Seller owns one million seventy-nine thousand seven hundred thirteen (1,079,713) shares of the issued and outstanding shares of Barringer Laboratories, Inc. common stock, free and clear of all liens, encumbrances and adverse claims other than a security interest granted in favor of Buyer pursuant to the terms of that certain Agreement executed by and between the Parties on the 1st day of May, 1991 (the "Intercompany Agreement"); WHEREAS, Seller is the major shareholder of Buyer and exercises voting control of the Buyer through votin