PORTIONS OF THIS EXHIBIT MARKED WITH A SERIES OF X'S HAVE BEEN DELETED PURSUANT
TO THE COMPANY'S APPLICATION FOR CONFIDENTIAL TREATMENT OF SUCH INFORMATION.



                                  EXHIBIT 10.1


                                    AGREEMENT
                                    ---------

         THIS AGREEMENT  ("Agreement")  is made as of the 1st day of June,  1997
(the  Effective  Date"),  by and  between  SENTECH EAS  CORPORATION.,  a Florida
corporation,  with offices at 484 Southwest 12 Avenue, Deerfield Beach, FL 33442
("SenTech"),  and KNOGO NORTH AMERICA INC. a Delaware corporation,  with offices
at 350 Wireless Boulevard, Hauppauge, NY 11788 ("Knogo").

                                 R E C I T A L S

         SenTech desires to have developed for it by a third party  manufacturer
a design  specification  and a manufacturing  specification for an 8MHz Swept RF
System (the "System").

         Knogo is  engaged  in the  business  of  designing,  manufacturing  and
distributing  certain  electronic  security  systems and is the owner of certain
proprietary  information related thereto ("Knogo Technology")  including but not
limited to that set forth in Annex A attached hereto.

         SenTech and Knogo have expressed their interest in mutually cooperating
toward,  among other things,  the development,  manufacture and marketing of the
System.  SenTech  desires  to have  Knogo  manufacture  and sell the  System  to
SenTech,  Knogo  desires  to  manufacture  and sell the System to  SenTech,  and
SenTech and Knogo desire to address certain matters relating to the System,  all
upon the terms and conditions set forth in this Agreement.

         NOW THEREFORE,  in consideration of the mutual and dependent provisions
hereinafter set forth,  SenTech and Knogo,  intending to be legally bound, agree
as follows:

         1.  MANAGING COORDINATORS

         1.1 Knogo and SenTech each shall appoint a "Managing  Coordinator"  who
shall  manage such  party's  performance  under this  Agreement,  be the primary
manufacturing  and  technical  interface  with the other  party and serve as the
focal point for the  identification  and  resolution  of any  problems  that may
surface during the course of development and  manufacturing of the System.  Each
party shall give prompt notice to the other party in the event there is a change
in its Managing Coordinator.  The Managing Coordinators shall not have authority
to amend or modify the terms of this Agreement.


<PAGE>


         1.2      The initial Managing Coordinators for each party shall be:
                  Knogo:  Victor Platt
                  SenTech:  Rick Spagna

         2.       MANUFACTURING SPECIFICATIONS

         2.1 Prior to the Effective  Date,  SenTech shall provide Knogo with the
manufacturing  specification relating to the first generation System for Knogo's
review together with a requirements specification, an industrial design, and the
key  components and  manufacturing  specifications  (collectively,  the "SenTech
Specs").  Upon the Effective  Date,  Knogo shall deliver a design  specification
(the "Design  Specification") for the System, which shall include a requirements
specification,  an  industrial  design and other key  components as described in
Annex B attached hereto. SenTech shall review and comment on the proposed Design
Specification no later than ten (10) days after the Effective Date for SenTech's
approval or disapproval. Knogo shall promptly revise the Design Specification to
incorporate  any comments and changes  requested by SenTech,  and upon  revision
shall promptly  resubmit the Design  Specification to SenTech for final comments
(which shall also be incorporated) and approval.  Within thirty (30) days of the
delivery of the final Design Specification (as approved by SenTech), Knogo shall
prepare and deliver to SenTech a preliminary  manufacturing  specification  (the
"Preliminary  Manufacturing  Specification")  for the  System.  The  Preliminary
Manufacturing  Specification shall contain proposed milestones and goals for the
production and delivery of the System, test procedures, production targets, cost
reduction  targets,  recommendations  for components and vendors and reliability
and quality assurance guidelines.

         2.2 As  soon  as  practicable  after  Knogo  delivers  the  Preliminary
Manufacturing  Specification  to SenTech,  SenTech shall review them with Knogo.
Knogo shall  promptly  revise the  Preliminary  Manufacturing  Specification  to
incorporate  any comments and changes  requested by SenTech,  and shall promptly
resubmit the Preliminary  Manufacturing  Specification  to SenTech for SenTech's
review and final comments (which shall also be incorporated) and approval. Knogo
shall  deliver  the  final   manufacturing   specification  (the  "Manufacturing
Specification")  to SenTech  within  thirty  (30) days after  receipt of written
approval  from  SenTech  of  the  Preliminary  Manufacturing  Specification,  as
modified  or revised  pursuant to this  Section,  but in any event no later than
August 1, 1997. The Manufacturing  Specification  shall include all subjects set
forth in the Preliminary Manufacturing  Specification as modified and such other
subjects  as  may  be  reasonably  requested  by  the  parties,  subject  to the
reasonable consent of the non-requesting  party. The Design  Specification,  the
Preliminary  Manufacturing  Specification and the  Manufacturing  Specification,
each as approved by SenTech  (collectively,  the  "Production  File") shall upon
completion  be attached  hereto as Annex C and shall  thereupon be  incorporated
herein.

         2.3  Subject  to  the  provisions  of  Articles  7  and 8  hereof,  the
Production  File shall be owned jointly by Knogo and SenTech and shall be "Joint
Technology"  (as  defined in Section 8.2  below),  and Knogo  shall  possess all
rights  to  use  the  Production  File  or  any  part  thereof  subject  to  the
restrictions  set forth in this  Agreement.  SenTech shall promptly upon Knogo's
request  execute  and  deliver  such  instruments  and  agreements  as Knogo may
reasonably request in order to confirm the foregoing. SenTech shall notify Knogo
before  disclosing any of the Production File to any third party and Knogo shall
have the right to review the  Production  File  promptly  and to  delete,  for a
reasonable business purpose, any of Knogo's confidential  information  contained
therein.



                                       2

<PAGE>

         3.   WORKING SAMPLES.

         3.1  Upon   written   approval   by   SenTech   of  the   Manufacturing
Specification,  Knogo  shall  produce  and  deliver  to  SenTech,  no later than
September 1, 1997, one (1) prototype of the System, which shall be in conformity
with the Design Specification and the Manufacturing  Specification (the "Working
Samples"),  and in accordance  with the  development  and delivery  schedule set
forth in the Manufacturing Specification.  The primary goal of the production of
the Working  Samples shall be to test the design and  performance of the System.
All components needed for the Working Samples shall be provided by Knogo.

         3.2 If the  parties  agree  during  the  course of  development  of the
Working Samples that changes should be made to the  Manufacturing  Specification
or the Design  Specification,  they shall embody such agreement in writing which
shall  specifically  amend Annex C. The parties  shall  attempt in good faith to
agree upon an equitable  adjustment to  accommodate  the effect any such changes
may have upon the charges for development,  payment schedule,  delivery schedule
of Working Samples and Production Units (as defined below).

         3.3 Knogo and SenTech shall test the Working Samples in accordance with
the test  procedures to be developed and mutually agreed upon by the parties and
incorporated as part of the Manufacturing  Specification.  Such testing shall be
completed  within  forty-five  (45) days after the delivery  date of the Working
Samples to SenTech.  If the Working  Samples pass the test  procedure and are in
conformity to and compliance with the Design Specification and the Manufacturing
Specification,  SenTech shall provide Knogo with an acceptance  notice and shall
place with Knogo an initial order for  Production  Units as described in Section
4.1.

         3.4 If the Working Samples do not satisfactorily  meet the requirements
of the  test  procedures  contained  in  the  Manufacturing  Specification  (the
"Acceptance  Criteria"),  or are otherwise  not in conformity to and  compliance
with the Design Specification or the Manufacturing Specification, other than due
solely to the fault of  SenTech,  SenTech  shall give Knogo  notice  thereof and
shall  specify  in  reasonable  detail why the  Working  Samples do not meet the
Acceptance  Criteria or are not  acceptable  to SenTech,  and suggest  necessary
corrections.  Knogo shall promptly thereupon take necessary corrective action at
its sole cost, and, following correction and retesting, SenTech shall accept the
Working  Samples if such  Working  Samples,  as  modified,  meet the  Acceptance
Criteria and are otherwise  acceptable to SenTech. If the Working Samples do not
meet the Acceptance Criteria or are not in conformity to and compliance with the
Design Specification or the Manufacturing Specification, due solely to the fault
of SenTech in connection with the design or manufacture of the Working  Samples,
Knogo shall  nonetheless  promptly  take  necessary  corrective  action so as to
ensure  that  the  Working  Samples  meet  the  Acceptance  Criteria  and are in
conformity to and compliance with the Design Specification and the Manufacturing
Specification,  provided that the cost of such corrective  action shall be borne
by SenTech.


                                       3


<PAGE>

         3.5 The failure of SenTech to notify Knogo within  forty-five (45) days
after its receipt of the Working  Samples (or in the case of  correction  of any
deficiencies,  within  forty-five  (45) days following  receipt of the corrected
Working  Samples) of any  disapproval of the Working  Samples or failure to meet
the Acceptance  Criteria shall be deemed to constitute  SenTech's  acceptance of
the Working Samples.

         3.6  Title  and  risk  of  loss  or  damage  to   Working   Samples  or
pre-production  prototypes shall pass to SenTech upon delivery to SenTech,  FOB,
Knogo's  manufacturing  facilities.  If SenTech returns defective or disapproved
Working Samples or pre-production prototypes,  risk of loss or damage shall pass
to Knogo when SenTech returns them to Knogo FOB SenTech's testing facilities.

         3.7 RELATIVE TO THE WORKING  SAMPLES,  KNOGO  DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,  THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS OF ANY PARTICULAR PURPOSE.

         4.  PURCHASE ORDERS/PRODUCT FORECAST.

         4.1 Upon its acceptance of the Working Samples,  SenTech will place its
initial   purchase  order   [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]  so long as the total value
of the  combination is at least  $375,000.00.  Knogo agrees to deliver the first
Production  Units ordered under the initial Purchase Order on or before February
1,  1998,  as  specified  therein.  SenTech's  obligation  to make such  initial
Purchase  Order  shall be  conditioned  upon the  acceptance  by  SenTech of the
Working  Samples,  notwithstanding  anything set forth in the Purchase  Order or
this  Agreement.  Knogo  shall ship the  Production  Units as  specified  in the
Purchase Orders to SenTech's U.S. Warehouse.  Knogo shall bear no responsibility
for  payment  of  shipping   expenses  of  the  Production  Units,  FOB  Knogo's
manufacturing  facilities,  and Knogo shall cause all shipping expenses incurred
at SenTech's request to be invoiced by the carrier(s) directly to SenTech. Knogo
agrees to accept  such  initial  Purchase  Order  and  manufacture  and sell the
Production  Units to SenTech on and subject to the terms and  conditions of this
Agreement.

         4.2  Subject to the terms and  conditions  of this  Agreement,  SenTech
shall submit a second  Purchase  Order  [XXXXXXXXXXXXXXXXX]  and third  Purchase
Order  [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX  ] so  long  as  the
total  value of the  combination  is at  least  $750,000.00  and  $1,125,000.00,
respectively   by  no  later  than  January  31,  1999  and  January  31,  2000,
respectively.  SenTech may purchase  additional  Production  Units by submitting
Purchase Orders from time to time during the term of this Agreement. Pricing for
Production  Units beyond those  ordered in the initial  Purchase  Order shall be
negotiated  in good faith  between the  parties but the price of the  Production
Units shall not increase  more than five (5%) percent per year.  Knogo agrees to
accept such second and third Purchase Orders and manufacture and sell Production
Units to SenTech on the terms and  conditions of this  Agreement.  SenTech shall
issue such  second and third  Purchase  Orders at least one  hundred  and twenty
(120) days prior to the first delivery date requested  therein.  Within fourteen
(14) days of receipt of such second and third Purchase Orders, Knogo


                                       4

<PAGE>


shall  furnish  SenTech with a written  order and shipment  schedules so long as
such  Purchase  Order(s)  shall be issued in  accordance  with the terms of this
Agreement.  Knogo shall  review this lead time every six (6) months to determine
if, in  Knogo's  reasonable  judgment,  it can be  shortened,  and shall  notify
SenTech of the results of such reviews.

         4.3 The risk of loss and title to the  Production  Units  shall pass to
SenTech, FOB Knogo's manufacturing facilities.

         4.4 Except for the initial,  second and third Purchase Orders,  SenTech
may cancel additional  Purchase Orders or any portions thereof for any reason by
notice to Knogo at least sixty (60) days prior to the scheduled  delivery  date.
In the event of such  cancellation,  SenTech shall immediately pay Knogo for the
actual materials,  labor costs and directly  allocated  overhead and general and
administrative  costs directly incurred pursuant to Purchase Orders prior to the
effective date of the  cancellation,  plus a 15% profit on such costs, and Knogo
shall deliver to SenTech all completed and incomplete  Production Units, work in
process and all components procured by Knogo before receipt of such cancellation
notice for such Purchase Orders.

         4.5 Except as provided by Sections 4.1 and 4.2,  SenTech  shall have no
obligation to purchase any minimum quantities from Knogo under this Agreement.

         5.  MANUFACTURING.

         5.1 SenTech may at any time during normal business hours of Knogo, upon
reasonable  notice,  conduct  spot  functional  tests  or other  reviews  of the
Production Units at Knogo's  facility to determine  compliance of the Production
Units with the Manufacturing Specification and the Design Specification.  If any
Production  Unit fails to pass the tests or  reviews,  SenTech  may reject  such
defective  Production  Unit and Knogo shall take all steps  necessary to correct
any defects, at its sole cost.

         5.2 SenTech shall provide Knogo with specifications and artwork for the
labeling and packaging of the Production  Units as may be required by SenTech in
order to  identify  SenTech  and show its logo on the  Production  Units  and/or
packaging.  Knogo  shall  label the  Production  Units in  accordance  with said
specifications.  All  Production  Units shall be packaged by Knogo in accordance
with SenTech's specifications and subject to SenTech's reasonable approval.

         5.3 All Production  Units shall be marked for  identification  purposes
with (i) unit model number;  (ii) date code, (iii) FCC compliance  legend;  (iv)
Electronic  Testing  Laboratories  (ETL) label;  and (v) the appropriate  patent
markings   of  the  Knogo   Technology   and  Joint   Technology   (collectively
"Identification"),  in  accordance  with the sample  Identification  provided by
SenTech.   Knogo  shall  be   responsible   for   producing   and  affixing  the
Identification to the Production Units at no additional cost to SenTech.

         5.4 Knogo shall  obtain FCC and ETL  certification  with respect to the
Production Units, for the sale of the Production Units in the United States.

         6.   FEES


                                       5

<PAGE>


         6.1  SenTech  shall  pay Knogo  (a) 33% of the  $175,000  non-recurring
engineering  costs  ("NRE")  for the  development  of the  Production  Files and
Working  Samples upon the execution of this  Agreement;  (b) 33% of the NRE upon
approval of the Production file by SenTech; and (c) the remaining portion of the
NRE upon acceptance of the Working  Samples by SenTech.  The NRE shall be capped
by Knogo at $175,000.00.

         6.2 SenTech shall pay Knogo for the Production Units shipped to SenTech
in the initial  Purchase Order  [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX].  Knogo shall
submit to  SenTech,  concurrently  with each  shipment,  invoices  in respect of
Production Units shipped to SenTech.  SenTech shall pay Knogo within 60 calendar
days of receipt of invoice  the amount set forth  therein in U.S.  dollars.  Any
other fees,  expenses or costs due  hereunder  shall be paid by SenTech to Knogo
within 60 days of receipt of an invoice relating thereto. Knogo may, at its sole
discretion, (a) charge a late payment penalty at a rate of 1.5% per month on all
payments due from SenTech that are not made in  accordance  with this  Agreement
and/or (b) if any payment  remains  delinquent for a period of 90 days after the
due date,  Knogo may stop all work under this  Agreement  and retain all work in
progress  until all  outstanding  invoices are paid.  Each party agrees that the
non-paying party shall be liable for all costs of collection,  including but not
limited to reasonable  attorney's fees,  reasonably  incurred by the other party
for the collection of any sums due hereunder.

         7.  CONFIDENTIAL INFORMATION

         7.1 Before and during  the term of this  Agreement,  it is  anticipated
that each party will disclose to the other party certain information,  including
but not limited to technology, design and manufacturing data, know-how, business
and financial plans or other  information  related to the subject matter of this
Agreement,  either in writing,  by other  tangible  medium or orally,  which the
disclosing  party  considers  to be and  desires to be  treated as  confidential
("Confidential  Information").  All Confidential Information shall be labeled or
identified as "Confidential"  or "Proprietary" or with some similar  designation
indicating its  proprietary  nature prior to any  disclosure  which is permitted
under this Section 7.

         7.2  Without  the  prior  written  consent  of the other  party,  or as
permitted  by  Section  7.4,  neither  party  shall  disclose  the  Confidential
Information  of the  other  party  to any  third  party,  other  than to its own
counsel, consultants, and employees and to employees of subsidiaries, affiliated
companies  or  independent  contractors  with a need to know  who are  bound  by
confidentiality  agreements  comparable  in  scope  to the  provisions  of  this
Section,  nor use the Confidential  Information of the other party for any other
purpose than in the performance of this Agreement.

         7.3 Each party shall use the same  degree of care to avoid  inadvertent
disclosure and impermissible use of the other party's  Confidential  Information
which  the  disclosing  party  employs  with  respect  to  its  own  proprietary
confidential  information  of a  similar  nature  which it does not wish to have
disseminated,  published  or  disclosed,  but  in  no  event  shall  handle  the
Confidential Information with less than reasonable care.

         7.4 This Section  shall not apply to, and neither party shall be liable
for, the disclosure and use of any such Confidential Information which is:



                                       6


<PAGE>

                  a. Already in the  possession  of the  receiving  party or its
         subsidiaries   or  affiliated   companies   without  an  obligation  of
         confidentiality as shown by documentary evidence;

                  b. Publicly known through no fault of the receiving party;

                  c. Obtained by the receiving  party from a third party who did
         not owe the disclosing party a duty to preserve its confidentiality;

                  d. Approved in writing for release by the disclosing party; or

                  e.  Required to be  disclosed  by a court or other  government
         authority; provided that prompt notice is given to the disclosing party
         and the  receiving  party  cooperates  with  the  disclosing  party  if
         requested to do so to resist disclosing such material or information.

         7.5 SenTech and Knogo agree that either  party's breach of this Section
7 will cause the other  party  irreparable  injury for which it will not have an
adequate  remedy  at  law.  In the  event  of a  breach  of  this  Section,  the
non-breaching  party shall be entitled to  injunctive  relief in addition to any
other remedies it may have at law or in equity.

         7.6 Except as provided in Section 8.2, all Confidential  Information is
and shall remain the property of the disclosing party. Confidential Information,
and any copies thereof,  shall be returned to the disclosing  party if requested
at any time or upon termination of this Agreement.

         7.7 The  obligations  of SenTech  and Knogo  under this  Section  shall
survive the expiration or termination of this Agreement for a period of five (5)
years after the Effective Date.

         8.  PATENTS, INVENTIONS, COPYRIGHTS

         8.1 The Knogo  Technology,  Knogo's  Confidential  Information,  patent
rights and other intellectual  property rights which have general  applicability
to System,  including,  but not limited to that described in Annex A, which were
developed by Knogo prior to the execution this Agreement,  shall at all times be
and remain the exclusive property of Knogo.

         8.2 Knogo hereby agrees to assign an undivided one-half interest in and
to, and the  employees of Knogo will by written  agreement  agree to assign,  to
SenTech (or to SenTech  through Knogo) all inventions,  discoveries,  industrial
designs,  copyrights,  mask works and improvements relating to work performed by
Knogo  for  SenTech,  whether  or  not  such  discoveries  or  improvements  are
patentable  or  copyrightable  and  whether or not made  solely or jointly  with
others  (collectively,  "Joint Technology").  Joint Technology shall include all
patents,  copyrights,  mask works, and industrial designs, whether filed jointly
or not.  Ownership of the Joint  Technology does not give rise to any ownership,
license or right to use or sub-license the technology contributed or provided by
one party  pursuant to this  Agreement  separate  and apart from the  technology
jointly developed to produce the System.

         8.3(a)  Knogo shall have the first  option to file  patent,  copyright,
mask work or  industrial  design  applications  based upon the Joint  Technology
inventions  conceived or reduced to practice  


                                        7


<PAGE>


during  the term of this  Agreement  and to obtain US  and/or  foreign  patents,
copyrights,   mask  works  and  other  design  protection  covering  such  Joint
Technology;  such patent,  copyright  and mask work  applications  shall include
appropriate  assignments as contemplated by Section 8.2. SenTech and Knogo shall
confer on the filing of all such Joint Technology patent,  copyright,  mask work
or  design  applications.  In the  event  Knogo  elects  not to file one or more
patent, design and copyright applications on the Joint Technology as provided in
this Section, Knogo may notify SenTech of such decision, and SenTech shall after
receipt of such notice have the right to do so at its expense.

           (b) The parties  shall share  equally the  obligation to pay all fees
and expenses for searching, preparing, prosecuting,  maintaining, reissuing, and
reexamining  all  patent,  copyright,  mask  work and  design  applications  and
patents,  copyrights,  mask works and design  registrations  covering  the Joint
Technology. However, if there has been an election not to proceed as provided in
the preceding subparagraph,  then as to the non-elected patent, mask work and/or
copyright   application,   the  party   electing  to  proceed   will  have  sole
responsibility  for all fees and expenses related to that patent,  mask work and
copyright.

           (c)  The  parties  shall  fully  cooperate  in the  execution  of all
documents  necessary to file patent,  copyright and design  applications  and to
obtain and to enforce all patents,  copyrights and design applications  covering
the Joint Technology throughout the world.

         8.4(a) Knogo shall indemnify,  defend and hold SenTech, its affiliates,
customers or other users harmless from any and all damages, liability, causes of
action,   claims,   costs  and  expenses   (including   reasonable  legal  fees)
(collectively,  "Knogo  Claims")  deriving from or in connection  with any Knogo
Claim by a third party that the sale and/or use of the  Production  File,  Joint
Technology or any System  supplied  under this  Agreement  infringes any patent,
trademark,  tradename, trade secret, copyright or other right arising under this
Agreement.

          (b) SenTech shall give notice as promptly as reasonably practicable to
Knogo of any action  commenced  against it in respect of which  indemnity may be
sought  hereunder,  but failure to so notify Knogo shall not relieve  Knogo from
any  liability  which it may have  otherwise  than on account of this  indemnity
agreement. SenTech may also participate at its own expense in the defense of any
such  action,  provided  that the counsel  selected  by Knogo shall  control the
defense.

         8.5(a) If a third party allegedly,  actually or imminently threatens to
infringe on any patent,  industrial  design,  copyright or trade secret covering
the Joint Technology,  the parties shall promptly notify one another and provide
all material information concerning any such act by any third party.

            (b) Both parties shall use their good faith  efforts in  cooperation
with each other to  terminate  such  infringement  or  misappropriation  without
litigation.  If the  efforts of the parties  are not  successful  in abating the
infringement or misappropriation  within thirty (30) days after the infringer or
misappropriator   has   been   formally   notified   of  the   infringement   or
misappropriation, either party shall have the right to and agree to:

                       i) Commence  suit on their own  account  upon thirty (30)
days notice from the date of termination of the thirty (30) day notice period of
(b) to the other party,

                                       8


<PAGE>


                       ii) Within the thirty (30) days  specified in  8.5(b)(i),
the other  party may give  notice to said  party of its  intention  to join such
suit,

                       iii) All expenses of such suit are the  responsibility of
the party of account in such suit and said party of account  shall  receive  all
recoveries,

                       iv) If such suit is joined by both  parties,  Knogo shall
select counsel and all expenses and recoveries will be apportioned  according to
the actual damages to each party or by any other agreed upon formula, and

                       v) Each party agrees to cooperate fully with the other in
litigation proceedings instituted hereunder and, upon request and expense of the
party bringing suit, the other party shall agree to be joined and make available
to the party bringing suit all relevant records, papers,  information,  samples,
specimens, and the like which may be relevant and in its possession,  custody or
control.

         8.6(a) Knogo shall  acquire no right or license to use any of SenTech's
trademarks,  service marks or trade names.  Knogo shall not use any of SenTech's
trademarks,  service marks or trade names in any advertising  copy,  promotional
material, signs or other written materials other than as expressly authorized in
writing by SenTech.

            (b) SenTech shall acquire no right or license to use any of Knogo's
trademarks,  service marks or trade names.  SenTech shall not use any of Knogo's
trademarks,  service marks or trade names in any advertising  copy,  promotional
material, signs or other written materials other than as expressly authorized in
writing by Knogo

         8.7 SenTech  shall not modify,  merge,  translate,  decompile,  decode,
reverse  engineer or otherwise  alter,  use, copy or transfer any  components or
software provided by Knogo including,  without limitation,  that listed on Annex
A, to Knogo,  or in whole or in part,  except as  specifically  provided in this
Agreement.

         8.8  Notwithstanding  Section  8.2,  SenTech  shall  have  the sole and
exclusive  rights to the mold for the Production  Units  developed in accordance
with this Agreement.

         9.    TECHNICAL SUPPORT: WARRANTY

         9.1 Knogo  warrants (the  "Warranty")  to SenTech that each  Production
Unit sold and  delivered  under  this  Agreement  shall be free from  defects in
design,  workmanship,  manufacturing  process and materials (excluding materials
provided by SenTech)  and shall  comply  with the Design  Specification  and the
Manufacturing  Specification,  which Warranty shall remain in effect (a) for the
Production  Units for a period of 90 days from the date of installation by Knogo
(hereinafter  referred to as the "Production Unit Warranty  Period") and (b) for
the  Production  Unit PCBs for a period of one-year from the date of shipment by
Knogo (hereinafter referred to as the "the PCB Warranty Period"). The provisions
of this Section 9 shall survive the termination of this Agreement.



                                       9

<PAGE>


         9.2 If any Production Unit or Production Unit PCB sold and/or delivered
by Knogo  hereunder  does not comply with the  Warranty  requirements  set forth
above during the  Production  Unit Warranty  Period or the PCB Warranty  Period,
Knogo shall  investigate any warranty claim to determine the nature and cause of
the  Warranty  defect and notify  SenTech  of the  results of its  investigation
within ten (10)  business  days of receipt.  Knogo  shall,  at its sole  option,
either repair or replace the defective Production Unit or Production Unit PCB at
Knogo's  sole  expense  (including  parts and  labor).  Any  Production  Unit or
Production Unit PCB to be repaired by Knogo hereunder shall be returned to Knogo
at the address set forth in Section 13.7, unless otherwise agreed by the parties
in writing. Transportation of such items to Knogo shall be the responsibility of
SenTech,  at SenTech's sole expense and risk of loss, and transportation of such
items back to SenTech  shall be the  responsibility  of Knogo,  at Knogo's  sole
expense and risk of loss.  The Production  Unit Warranty  Period or PCB Warranty
Period shall be extended by an amount equal to any time period  during which any
Production Unit or Production Unit PCB covered by the Warranty is being repaired
or replaced by Knogo hereunder. [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]

         9.3 The Warranty is conditioned upon the Production Unit and Production
Unit PCB being used and maintained in accordance  with any written  instructions
furnished by Knogo to SenTech. Any failure or defect due to normal wear and tear
is  excluded  from  the  Warranty.  Physical  damage  to a  Production  Unit  or
Production  Unit PCB due to  shipping  and  handling  must be  reported to Knogo
within 60 calendar  days of receipt of shipment.  After 60 days,  such damage is
the responsibility of SenTech.

         9.4 Knogo shall  provide to SenTech a contact  person of Knogo who will
be SenTech's contact for Warranty claims and questions.

         10.   REPRESENTATIONS

         10.1 Each party  represents  and  warrants to the other that such party
has the rights, licenses,  permits and power to perform all obligations incurred
by it hereunder as provided and required under this Agreement.

         10.2  Except as  specifically  provided  in this  Agreement,  (i) Knogo
acknowledges  and agrees that SenTech owns and shall have  world-wide  rights to
the Production Units developed in connection with this Agreement, and (ii) Knogo
agrees that it will not at any time sell,  offer to sell,  license or  otherwise
transfer to any other entity the Production Units or any other product identical
in appearance or substantially similar in content to the Production Units.

         10.3 SenTech  acknowledges that Knogo or its Affiliates may manufacture
and sell other  security  systems other than the  Production  Units to customers
other than SenTech.

         10.4 Knogo warrants and  represents  that its entry into this Agreement
with SenTech does not violate any other Agreement in which it is a party.

         11.   TERM AND TERMINATION


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<PAGE>


         11.1 This Agreement shall have a term of three (3) years  commencing on
the date hereof.  In the event SenTech  terminates  this Agreement  prior to the
completion  of the  Production  File and/or  delivery  of the  Working  Samples,
SenTech  shall  immediately  pay Knogo for all actual NRE  incurred by Knogo and
shall assign any and all Joint Technology to Knogo.  This Agreement shall not be
renewed  except  pursuant to a written  agreement  executed by both parties.  At
least ninety (90) days before the  scheduled  end of the term the parties  shall
confer regarding whether the parties desire to renew the Agreement.

         11.2  The  failure  of a party to  enforce  any  right  to  termination
contained  herein shall not in any manner act as a waiver of such party's  right
to terminate this Agreement.

         11.3  Notwithstanding   anything  set  forth  in  this  Agreement,  the
provisions of Section 2.3 and Articles 7, 8, and 9 shall survive the  expiration
or earlier termination of this Agreement.

         12.   DEFAULTS AND REMEDIES

         12.1 The following events and/or  conditions shall constitute a default
under this Agreement:

               a. The failure by a party to comply with any of the  covenants or
conditions set forth and this Agreement, which failure continues for a period of
thirty  (30) days after  notice  thereof  from the  non-defaulting  party to the
defaulting party.

               b.  If a  party  makes  or  has  made  to  the  other  party  any
representation,  warranty or disclosure  pursuant to this Agreement  which is or
was materially false or misleading on the date as of which made.

               c. If a party  becomes  the  subject  of a  proceeding  under the
United States  Bankruptcy Code, if an assignment is made of a party's assets for
the benefit of creditors, if a receiver,  trustee in bankruptcy or like official
is appointed to take all or part of a party's assets, or if a party ceases doing
business in the ordinary course of business.

         12.2 Upon an event of  default  by a party,  the  non-defaulting  party
shall have the right to do any one or more of the following:

               a. Pursue any rights and remedies  available under applicable law
or as otherwise specified in this Agreement.

               b.  Terminate  the  rights of the  defaulting  party  under  this
Agreement upon notice to the defaulting  party,  without limiting the rights and
remedies of the non-defaulting party.

               c. The non-defaulting  party may terminate all of its obligations
under this Agreement.

               d. Terminate this Agreement upon notice to the defaulting party.

         All of the remedies provided for in this Agreement shall be cumulative,
and not exclusive.

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<PAGE>

         12.3 If  Knogo  defaults  hereunder  prior to the  termination  of this
Agreement,  Knogo  shall to the extent  reasonably  practicable,  cooperate,  at
Knogo's expense, with SenTech to have a third party manufacture Production Units
or Production  Unit PCBS using the Joint  Technology on SenTech's  behalf and at
SenTech's expense.

         13.  MISCELLANEOUS

         13.1 All disputes arising between the parties  concerning the validity,
construction,  interpretation  or effect of any provision of this Agreement,  or
the  rights  and  obligations  created  hereunder  shall  be  brought  before  a
conciliation  committee of  executives  representing  both parties  which shall,
within two (2) weeks after being informed of the dispute,  attempt to work out a
recommendation for settlement of the dispute.

         13.2 Unless  otherwise  mandated by  applicable  law, any dispute which
cannot be settled  amicably by  conciliation  as provided  above shall be heard,
settled and  decided  under the  Commercial  Arbitration  Rules of the  American
Arbitration  Association  by  arbitrator(s)  appointed in  accordance  with such
Rules.  Such arbitration  shall be held in New York, New York. The award in such
arbitration  shall be binding,  final and  enforceable in any court of competent
jurisdiction.

         13.3 The captions used herein are for convenience of reference only and
shall not be deemed  as in any way  affecting  the  substantive  meaning  of the
provisions to which such captions refer.

         13.4 Neither  party may assign or  otherwise  transfer or convey any of
its rights or  obligations  under this  Agreement to any other party without the
prior  written  consent of the  non-assigning  party,  which  consent may not be
unreasonably withheld.

         13.5 Any  provision of this  Agreement  found to be  prohibited  by law
shall be disregarded to the extent of such prohibition without  invalidating any
other provision of this Agreement.

         13.6 If the performance of this Agreement,  or any obligation hereunder
is prevented or restricted by reason of fire,  work  stoppage,  war,  government
action,  natural disaster,  or other cause beyond the reasonable  control of the
party so affected (an "Excusable Delay"),  such party, upon giving notice to the
other,  shall be excused from  performance  to the extent of such  prevention or
restriction, PROVIDED, HOWEVER, that the affected party shall use its reasonable
good faith  efforts to remove such  condition as soon as possible.  In the event
such  Excusable  Delay  continues for more than three months without an expected
resolution in the  foreseeable  future,  either party may seek to terminate this
Agreement and, in that event,  the parties shall  negotiate a fair and equitable
resolution of the Agreement, provided that potential future profits shall not be
taken into account.

         13.7 Any notices or other communications  hereunder shall be in writing
and shall be sent to the recipient party at its address or facsimile  number set
forth below by fax or registered mail:

         If to SenTech:




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<PAGE>

         484 Southwest 12 Avenue
         Deerfield Beach, Florida  33442
         Tel:  (954) 426-2965
         Fax:  (954) 426-8389
         Attention:  Mr. Saul Pozensky, President

         If to Knogo:

         350 Wireless Boulevard
         Hauppauge, New York  11788
         Tel.:  (516) 232-2100
         Fax:  (516) 232-0954
         Attention:  Mr. Thomas Nicolette, President

         Any such notice  shall be effective on delivery if delivered in person;
when receipt is acknowledged  or confirmed if sent by facsimile;  upon signature
of receipt if sent by prepaid  certified  mail;  and upon the  expiration of the
second  business  day after  such  notice is sent by  Federal  Express  or other
reputable  overnight  delivery  service.  The parties  may,  by notice  given in
accordance  herewith,  designate other addresses  and/or  facsimile  numbers for
receipt of notice.

         13.8 The terms and  conditions  herein set forth the  entire  agreement
between  the  parties  and  shall  supersede  all  previous  communications  and
agreements  either oral or written,  between  the  parties  with  respect to the
subject  matter of this  Agreement.  This  Agreement  can be modified  only by a
written amendment executed by both parties.

         13.9 Without limiting the foregoing, the terms and conditions set forth
in this  Agreement  shall  supersede any  inconsistent  terms and conditions set
forth in any Purchase Order or other standard form used by either party.

         13.10 This  Agreement  shall not be  construed  to create  between  the
parties the relationship of principal and agent, joint venturers, co-partners or
any other  similar  relationship,  the  existence  of which is hereby  expressly
denied by each party.  Each party is an independent  contractor  with respect to
the other.

         13.11  Each  of the  parties  agrees  that,  during  the  term  of this
Agreement and for a period of six (6) months  following the  termination of this
Agreement,  neither  party will,  except with the other  party's  prior  written
approval,  solicit,  offer  employment  to, or contract  with the other  party's
employees or contractors.

         13.12 This Agreement and performance by the parties  hereunder shall be
governed by and construed in accordance  with the laws of the State of New York,
USA without application of its conflicts of law provisions or principles.



                                       13

<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed by each party
by its duly authorized representative on the date first set forth above.



                             SENTECH EAS CORPORATION



                        By:  /s/ Saul Pozensky
                             Name:  Saul Pozensky
                             Title: President and Chief Executive Officer




                             KNOGO NORTH AMERICA INC.



                        By:  /s/ Thomas A. Nicolette
                             Name:  Thomas A. Nicolette
                             Title: President and Chief Executive Officer






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