EXHIBIT A

            REGISTRATION  RIGHTS  AGREEMENT,  dated as of October __, 1999
            (the  "Agreement"),  between Barringer  Laboratories,  Inc., a
            Delaware corporation (the "Company"), AND
                                                      --------------------------
            (together, the "Investors").

     The Company and the  Investors  have entered into  Subscription  Agreements
dated as of October  ___,  1999,  pursuant  to which,  among other  things,  the
Company sold,  pursuant to the terms and conditions thereof, to the Investors in
the aggregate  principal amount of __________  shares of Common Stock, par value
$.01 per share (the "Common Stock") for $---------------.

     In  consideration of the foregoing and of the covenants and obligations set
forth below, the parties agree as follows:

     1. Registration on Request.

     (a) Request.  Subject to the  limitations  set forth in Section 1(b),  upon
written  notice to the Company by any Investor  requesting  registration  of its
Registrable  Securities (as defined in Section 9(b)),  the Company shall use its
best efforts to effect the  registration  under the  Securities Act of 1933 (the
"Securities  Act")  of all or  part of the  Registrable  Securities  in  minimum
amounts of 25% of Registrable  Securities held by each such requesting  Investor
or Investors (each, an "Initiating  Investor").  The Company promptly shall give
notice of such  requested  registration  to all other  Holders  (as  defined  in
Section 9(b)) of Registrable  Securities who are entitled  pursuant to Section 2
to join in such  registration  and,  thereupon,  the Company  shall use its best
efforts to effect,  on the earliest  possible date, the  registration  under the
Securities  Act for public sale (in  accordance  with the method of  disposition
specified in the notice from the  requesting  Holders)  of: (i) the  Registrable
Securities  that the Company has been  requested to register by such  Initiating
Investor  or  Investors;  and (ii) the  other  Registrable  Securities  that the
Company  has been  requested  to  register  by the  Holders  thereof but only if
written  notice was given to the Company within 20 days after the giving of such
notice by the Company.

     (b) Limitations. The Company shall not be required to effect a registration
pursuant to Section 1(a) on more than a total of three  occasions,  with no more
than one request by any Investor;  provided  further,  that a request may not be
made  unless the  requesting  Investor  can  establish  that at least 10% of the
Common Stock will be the subject of the requested registration; it being further
understood and agreed that a registration  effected under Section 2 shall not be
counted as a registration under this Section.

     (c) Effective Registration  Statement. A registration requested pursuant to
this  Section 1 shall not be  deemed  to have  been  effected,  and shall not be
deemed a requested  registration  for purposes of Section 1(a) and Section 1(b):
(i)  unless  a  registration   statement  filed  under  the  Securities  Act  (a
"Registration  Statement")  covering all Registrable  Securities  specified in a
notice from an Initiating  Investor has become effective and remained  effective
in  compliance  with the  provisions of the  Securities  Act with respect to the
disposition of all of such Registrable  Securities  covered by such Registration
Statement until the earlier of such time as all of such  Registrable  Securities
have been disposed of in accordance with the intended  methods of disposition by
the seller or sellers thereof set forth in such Registration Statement;  (ii) if
after it has become effective,  such registration is interfered with by any stop
order,  injunction or other order or  requirement of the Securities and Exchange
Commission  (the  "Commission")  or other  governmental  agency or court for any

<PAGE>


reason not attributable to the Initiating Investors;  or (iii) if the conditions
to closing  specified in the  underwriting  agreement,  if any,  entered into in
connection  with such  registration  are not satisfied or waived,  other than by
reason of a failure on the part of the Initiating Investors.

     (d) Priority in Requested Registration. So long as the Initiating Investors
hold at least 25% of the Registrable  Securities  issued to the Investors on the
date of this  Agreement,  the  Company  shall  have the right to  include in any
Registration  Statement initiated by an Investor pursuant to this Section 1, for
sale in accordance  with the method of  disposition  specified by the requesting
Investors,  Common Stock to be sold by the Company for its own  account.  If, in
the good-faith judgment of the managing underwriter of any underwritten offering
the  inclusion of all of the  Registrable  Securities  requested  for  inclusion
pursuant  to this  Section 1 and the  Common  Stock  proposed  to be sold by the
Company for its own account would adversely  affect the successful  marketing of
the proposed offering,  then the number of shares of Common Stock to be included
in the offering  shall be reduced to the  required  level,  first,  by excluding
Common  Stock to be sold by the  Company  for its own  account  and  second,  by
reducing the  participation  of such  Initiating  Investors and other Holders in
such offering pro rata among such Initiating Investors and other Holders,  based
upon the amount of Registrable Securities owned by such Initiating Investors and
other Holders. The Company will not cause any other registration  statement with
respect to its  Registrable  Securities for its own account to become  effective
less  than 120 days  after  the  effective  date of any  registration  requested
pursuant  to this  Section  1,  except  in the case of:  (i) a  registration  of
securities  pursuant to a Registration  Statement on Form S-8 or Form S-4 or any
successor form thereto; (ii) any registration statement covering only securities
proposed  to  be  issued  in  exchange  for  securities  or  assets  of  another
corporation;  (iii) any registration statement relating solely to employee stock
option,  stock purchase,  benefit or similar plans; or (iv) other  registrations
required under Section 1.

     2. Incidental Registration.

     (a) Right to Include Registrable  Securities.  If at any time and from time
to time the Company  proposes to register any shares of its capital  stock under
the Securities Act,  whether or not for sale for its own account,  on a form and
in the manner that would permit  registration of Registrable  Securities for the
sale to the public  under the  Securities  Act,  the Company  will give  written
notice to all Holders of its  intention to do so. Upon the written  request of a
Holder  given within 20 days after the giving of any such notice by the Company,
the  Company  will  use  its  best  efforts  to  cause  to be  included  in such
Registration  Statement  all of the  Registrable  Securities  so  requested  for
inclusion by Holders. If the Registration  Statement is to cover, in whole or in
part, any underwritten  distribution,  the Company shall use its best efforts to
cause the  Registrable  Securities  requested  for  inclusion  pursuant  to this
Section to be  included  in the  underwriting  on the same terms and  conditions
(including  any  lock-up)  as  the  shares  otherwise  being  sold  through  the
underwriters.

     (b) Priority in Incidental Registrations. If, in the good faith judgment of
the managing underwriter of any underwritten  offering,  the inclusion of all of
the Registrable  Securities  requested for inclusion  pursuant to this Section 2
might adversely affect the successful  marketing of the proposed offering,  then
the number of shares of capital stock and Registrable Securities,  if any, to be
included in such registration shall be reduced, such reduction shall be applied,
first by excluding (on a pro rata basis) capital stock of the Company to be sold
by persons other than the Holders,  and  Registrable  Securities  proposed to be
sold by all Holders and second,  by excluding shares of capital stock to be sold
by the Company for its own account.  Notwithstanding  the foregoing  provisions,
the Company may withdraw or discontinue any registration  statement  referred to
in this Section 2 without  incurring  any  liability  to Holders of  Registrable
Securities.

     3. Registration Procedures.  If and whenever the Company is required by the
provisions  of  Section  1  or 2  to  effect  the  registration  of  Registrable
Securities  under the  Securities  Act, the Company  will,  at its  expense,  as
expeditiously as possible:

                                       2
<PAGE>


     (i)  prepare  and,  in any  event  within  45  days  after  a  request  for
registration  has  been  given  to the  Company,  file  with  the  Commission  a
Registration  Statement with respect to such Registrable  Securities and use its
best efforts to cause such Registration Statement to become effective;  provided
that the Company may withdraw or discontinue any  registration of its securities
which is being effected pursuant to Section 2 at any time prior to the effective
date of the Registration Statement;

     (ii) prepare and file with the Commission  such  amendments and supplements
to any  Registration  Statement  referred to in clause (i) of this Section 3 and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective  and  updated  until  such time as all of the
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of disposition  by the Holder or Holders set forth in such  Registration
Statement and to comply with the  provisions of the  Securities Act with respect
to the disposition of all Registrable  Securities  covered by such  Registration
Statement  during  such  period  in  accordance  with the  intended  methods  of
disposition  by the Holder or  Holders  thereof  set forth in such  Registration
Statement;  provided that before filing a Registration  Statement or prospectus,
or any  amendments or  supplements  thereto,  the Company will  furnish,  at the
Company's  expense,  to one counsel  selected  jointly by the Holders  holding a
majority of the Registrable Securities covered by such Registration Statement to
represent all Holder's of Registrable  Securities  covered by such  Registration
Statement, copies of all documents proposed to be filed, which documents will be
subject to the review of such counsel;

     (iii)  furnish  to each  Holder of such  Registrable  Securities:  (a) such
number of copies of any Registration Statement referred to in clause (i) of this
Section 3 and of each amendment and  supplement  thereto (in each case including
all  exhibits);  (b) such  number of copies of the  prospectus  included in such
Registration  Statement  (including  each  preliminary  prospectus  and  summary
prospectus),  and any other prospectus filed under Rule 424 under the Securities
Act in conformity  with the  requirements  of the  Securities  Act; and (c) such
other documents as such Holder may reasonably request,

     (iv)  use  its  best  efforts  to  register  or  qualify  such  Registrable
Securities  covered by any Registration  Statement  referred to in clause (i) of
this  Section 3 under such other  securities  or blue sky laws of such  domestic
jurisdictions as each Holder shall reasonably request,  and do any and all other
acts and things  which may be  reasonably  necessary or advisable to enable such
Holder to consummate the  disposition in such  jurisdictions  of the Registrable
Securities owned by such seller,  except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any  jurisdiction  where,  but for the  requirements  of this clause (iv), it
would not be obligated  to be so  qualified or to consent to general  service of
process in any such jurisdiction;

     (v) use its best efforts to cause such Registrable  Securities covered by a
Registration  Statement to be registered with or approved by such other domestic
governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities;

     (vi) cause representatives of the Company to participate in any "road show"
or "road shows"  reasonably  requested by any  underwriter of an underwritten or
"best efforts" offering of any Registrable Securities;

     (vii) notify each seller of any such  Registrable  Securities  covered by a
Registration  Statement,  at any time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act or of the Company's  becoming
aware that the prospectus  included in such Registration  Statement,  as then in
effect,  includes  an untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances  then existing,  and at

                                       3
<PAGE>


the request of any such seller,  prepare and furnish to such seller a reasonable
number of copies of an amended or supplemental prospectus as may be necessary so
that, as  thereafter  delivered to the sellers of such  Registrable  Securities,
such  prospectus  shall not include an untrue  statement  of a material  fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing;

     (viii)  otherwise use its best efforts to comply with all applicable  rules
and regulations of the Commission, and make available to its Holders, as soon as
reasonably  practicable  (but not more than eighteen months) after the effective
date of the Registration  Statement,  an earnings  statement which shall satisfy
the  provisions  of  Section  11(a)  of the  Securities  Act and the  rules  and
regulations promulgated thereunder;

     (ix)  use its best  efforts  to list  such  Registrable  Securities  on any
securities  exchange or automated  quotation  system on which  securities of the
same class are then listed,  if such  Registrable  Securities are not already so
listed and if such listing is then permitted under the rules of such exchange or
system,  and to  provide a transfer  agent and  registrar  for such  Registrable
Securities covered by a Registration Statement not later than the effective date
of such Registration Statement;

     (x)  enter  into  such  customary  agreements  (including  an  underwriting
agreement  in  customary  form) and take such  other  actions  as  sellers  of a
majority of such Registrable Securities or the underwriters,  if any, reasonably
request in order to expedite or facilitate the  disposition of such  Registrable
Securities;

     (xi)  obtain  a  "cold  comfort"  letter  or  letters  from  the  Company's
independent  public  accountants in customary  form and covering  matters of the
type customarily covered by "cold comfort" letters as the seller or sellers of a
majority of such Registrable Securities shall reasonably request;

     (xii)  obtain an opinion of counsel for the Company in  customary  form and
covering matters of the type customarily covered in opinions of issuer's counsel
as the seller or sellers of a majority  of such  Registration  Securities  shall
reasonably request; and

     (xiii) make  available  for  inspection  by any seller of such  Registrable
Securities covered by a Registration Statement by any underwriter  participating
in any disposition to be effected pursuant to such Registration Statement and by
any attorney,  accountant or other agent retained by any such seller or any such
underwriter,  all pertinent  financial and other  records,  pertinent  corporate
documents  and  properties  of the  Company,  and  cause  all  of the  Company's
officers, directors and employees to supply all information reasonably requested
by any such seller,  underwriter,  attorney,  accountant  or agent in connection
with such Registration Statement.

     4. Expenses. With respect to each registration effected pursuant to Section
1 or 2, all  Registration  Expenses  (defined  below)  in  connection  with such
registration  and the public offering in connection  therewith shall be borne by
the Company;  provided that Holders participating in any such registration shall
bear their pro rata share of the underwriting  discounts and selling commissions
(on the  basis of the  number of  Registrable  Securities  of each  such  person
included in such registration).  "Registration  Expenses" shall mean any and all
expenses  incidental  to  performance  of or  compliance  with  this  Agreement,
including,  without  limitation,  (i) all  registration  and filing  fees of the
Commission or the National  Association of Securities  Dealers,  Inc.,  (ii) all
fees and expenses of complying with  securities or blue sky laws (including fees
and  disbursements  of counsel for the  underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger and

                                       4
<PAGE>


delivery  expenses,  (iv) all fees and expenses  incurred in connection with the
listing of the  Registrable  Securities on any securities  exchange or automated
quotation  system pursuant to Section 3(ix),  (v) the fees and  disbursements of
counsel for the Company and of its independent public accountants, including the
expenses of any special  audits  and/or "cold  comfort"  letters  required by or
incident  to such  performance  and  compliance,  (vi) the  reasonable  fees and
disbursements  of one counsel selected (under Section 3(ii)) by the Holders of a
majority of the Registrable Securities being registered to represent all Holders
of the  Registrable  Securities  being  registered in connection  with each such
registration,  (vii) any fees and disbursements of underwriters customarily paid
by the issuers or sellers of  securities,  including fees and  disbursements  of
counsel  for  the  underwriters,   but  excluding   underwriting  discounts  and
commissions,  (viii)  liability  insurance  if the  Company so desires or if the
underwriters  so  require,  and (ix) the  reasonable  fees and  expenses  of any
special  experts  retained  by the  Company  in  connection  with the  requested
registration.

     5. Indemnification and Contribution.

     (a)  Indemnification by the Company.  In the event of a registration of any
Registrable  Securities  pursuant to Section 1 or 2, the Company will  indemnify
and hold  harmless  each  Holder of such  Registrable  Securities  included in a
Registration  Statement  pursuant to the  provisions  of this  Agreement and any
underwriter (as defined in the Securities Act) of such  Registrable  Securities,
and their respective Affiliates,  and each of their successors from and against,
and will reimburse such Holder,  underwriter  and Affiliate with respect to, any
and all  claims,  actions,  demands,  losses,  damages,  liabilities,  costs and
expenses to which such Holder, underwriter or Affiliate may become subject under
the Securities Act or otherwise,  including,  without limitation, the reasonable
fees and expenses of legal counsel  (including those incurred in connection with
any claim for indemnity  hereunder)  insofar as such claims,  actions,  demands,
losses,  damages,  liabilities,  costs or expenses (or actions,  or proceedings,
whether  commenced or threatened in respect  thereof)  arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in such Registration  Statement,  any prospectus  contained therein or
any  amendment  or  supplement  thereto,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  in which  they  are  made,  not  misleading  or arise  out of any
violation by the Company of any rule or regulation  under the  Securities Act or
any state  securities  laws  applicable to the Company and relating to action of
inaction required of the Company in connection with such registration;  provided
that the Company  will not be liable in any case to the extent,  but only to the
extent, that any such claim, action,  demand, loss, damage,  liability,  cost or
expense  arises out of or is based upon an untrue  statement or omission made in
reliance upon and in strict conformity with information furnished by such Holder
or such underwriter in writing  specifically for use in the preparation thereof.
This  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation made by or on behalf of such Holder,  underwriter or Affiliate and
shall  survive  the  transfer  of  such   securities  by  such  Holder  or  such
underwriter.

     (b) Indemnification by the Holders. Each Holder of Registrable  Securities,
severally  and not  jointly,  which  Registrable  Securities  are  included in a
registration  pursuant to the provisions of this  Agreement,  will indemnify and
hold harmless the Company,  each person, if any, who controls the Company within
the meaning of the  Securities  Act,  each  officer of the Company who signs the
Registration Statement including such Registrable  Securities,  each director of
the Company,  each  underwriter  and any person who controls the underwriter and
each of their  successors  from and against,  and will reimburse the Company and
such officer,  director,  underwriter or controlling person with respect to, any
and all  claims,  actions,  demands,  losses,  damages,  liabilities,  costs  or
expenses  to  which  the  Company  or such  officer,  director,  underwriter  or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such claims, actions, demands, losses, damages, liabilities, costs or
expenses  arise out of or are based upon any untrue  statement  of any  material
fact contained in such Registration Statement,  any prospectus contained therein
or any  amendment or supplement  thereto,  or arise out of or are based upon the
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they are made, not  misleading;  provided that such Holder will be liable in any
such case to the extent,  but only to the extent,  that any such claim,  action,

                                       5
<PAGE>


demand, loss, damage,  liability, cost or expense arises out of or is based upon
an untrue  statement or omission made in reliance upon and in strict  conformity
with written  information  furnished by such Holder  specifically for use in the
preparation thereof.

     (c)  Notices  of  Claims,  etc.  Promptly  after  receipt  by a party to be
indemnified  pursuant to the provisions of Section 5(a) or 5(b) (an "indemnified
party") of notice of the commencement of any action involving the subject matter
of the foregoing indemnity  provisions,  such indemnified party will, if a claim
thereof is to be made against the indemnifying  party pursuant to the provisions
of Section  5(a) or 5(b),  notify  the  indemnifying  party of the  commencement
thereof,  but the omission to so notify the indemnifying  party will not relieve
it from any liability  which it may have to an indemnified  party otherwise than
under this Section and shall not relieve the  indemnifying  party from liability
under  this  Section  unless,  and to the  extent,  such  indemnifying  party is
prejudiced  by such  omission.  In case  such  action  is  brought  against  any
indemnified  party and it notifies the  indemnifying  party of the  commencement
thereof,  the indemnifying party shall have the right to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party, and after the notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the indemnified
party will not be liable to such indemnified party pursuant to the provisions of
this Section 5(a) and 5(b) for any legal expense  subsequently  incurred by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of  investigation;  provided  that,  if the  defendants in any such action
include  both  the  indemnified  party  and  the  indemnifying   party  and  the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it that  are  different  from  or  additional  to  those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may be deemed to conflict  with the  interests  of the  indemnifying
party,  the indemnified  party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of
such  action,  with the  expenses  and fees of such  separate  counsel and other
expenses  related to such  participation  to be reimbursed  by the  indemnifying
party as incurred. No indemnifying party shall be liable to an indemnified party
for  any  settlement  of  any  action  or  claim  without  the  consent  of  the
indemnifying  party and no  indemnifying  party may  unreasonably  withhold  its
consent to any such  settlement.  No  indemnifying  party will,  except with the
consent of the indemnified party, consent to entry of any judgment or enter into
any  settlement  which does not  include as an  unconditional  term  thereof the
giving by the claimant or plaintiff to such indemnified  party of a release from
all liability and equitable claims in respect to such claim or litigation.

     (d) Contribution.  In order to provide for just and equitable  contribution
to joint liability under the Securities Act in any case in which either: (i) any
Holder  exercising  rights under this Agreement or any underwriter makes a claim
for indemnification pursuant to this Section but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such  indemnification may not be enforced in such case  notwithstanding the fact
that  this  Section  provides  for   indemnification   in  such  case;  or  (ii)
contribution  under the  Securities  Act may be required on the part of any such
Holder  or  underwriter,  as  the  case  may  be,  in  circumstances  for  which
indemnification  is provided  under this Section 5, then, and in each such case,
the Company on the one hand and such Holder or underwriter,  as the case may be,
on the other,  will nevertheless  contribute to the aggregate  claims,  actions,
demands,  losses, damages,  liabilities,  costs or expenses to which they may be
subject (after contribution from others) in such proportion as is appropriate to
reflect the  relative  fault of the Company on the one hand and of the Holder of
Registrable Securities or the underwriter,  as the case may be, on the other, in
connection  with the  statements  or  omissions  that  resulted in such  claims,
actions,  demands, losses, damages,  liabilities,  costs or expenses, as well as
any other relevant equitable  considerations.  The relative fault of the Company
on the one hand and of the Holder of Registrable  Securities or the underwriter,
as the case may be, on the other,  shall be  determined  by reference  to, among
other things,  whether the untrue or alleged untrue statement of a material fact

                                       6
<PAGE>


or omission or alleged  omission to state a material fact relates to information
supplied  by the  Company  on the  one  hand  or by the  Holder  of  Registrable
Securities  or the  underwriter,  as the case  may be,  on the  other,  and each
party's  relative  intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission;  provided that, in any such case,
(A) no person  or entity  guilty of  fraudulent  misrepresentation  (within  the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from  any   person  or   entity   who  was  not   guilty   of  such   fraudulent
misrepresentation  and (B) no such  Holder or  underwriter  will be  required to
contribute  any  amount in excess of the  proceeds  received  by such  Holder or
underwriter,  as the case  may be,  from the  sales  of  Registrable  Securities
covered by the Registration Statement.

     (e) Other  Indemnification.  Notwithstanding  the foregoing,  to the extent
that  the  provisions  on  indemnification  and  contribution  contained  in the
underwriting  agreement entered into in connection with the underwritten  public
offering are in conflict with the foregoing  provisions,  the  provisions in the
underwriting agreement shall control.

     6. Reporting Requirements Under Securities Exchange Act of 1934.

     (a)  Exchange  Act   Reporting.   The  Company  shall  keep  effective  its
registration  under  Section  12 of the  Securities  Exchange  Act of 1934  (the
"Exchange Act"), and shall timely file such  information,  documents and reports
as the  Commission  may  require or  prescribe  under the  Exchange  Act, or the
Company  shall  timely  file such  information,  documents  and  reports  as the
Commission may require or prescribe under Section 13 of the Exchange Act.

     (b)  Furnishing  Information to Holders.  The Company shall  forthwith upon
request furnish any Holder of Registrable  Securities (a) a written statement by
the Company that it has complied with such reporting requirements, (b) a copy of
the most  recent  Form 10-K or Form 10-Q filed by the  Company and a copy of the
most  recent  annual or  quarterly  report  of the  Company  distributed  to its
shareholders, and (c) such other reports and documents filed by the Company with
the  Commission as such Holder may reasonably  request in availing  itself of an
exemption for the sale of Registrable  Securities without registration under the
Securities Act.

     (c) Rule 144. The Company  acknowledges and agrees that the purposes of the
requirements contained in this Section 6 are to enable any such Holder to comply
with the current public information  requirements  contained in paragraph (c) of
Rule 144 under the Securities Act should such Holder ever wish to dispose of any
of the securities of the Company acquired by it without  registration  under the
Securities  Act in  reliance  upon Rule 144 (or any other  similar or  successor
exemptive  provision).  In addition,  the Company shall take such other measures
and file such other  information,  documents  and reports as shall  hereafter be
required by the Commission as a condition to the  availability of Rule 144 under
the Securities Act (or any similar or successor exemptive provision hereafter in
effect).  The Company also covenants to use its best efforts, to the extent that
it is reasonably  within its power to do so, to qualify for the use of Form S-3.
From and after the effective date of the first  Registration  Statement filed by
the  Company,  the  Company  agrees to use its best  efforts to  facilitate  and
expedite  transfers  of  Registrable  Securities  pursuant to Rule 144 under the
Securities  Act (or any similar or successor  exemptive  provision  hereafter in
effect),  which efforts shall include timely  instructions to its transfer agent
to expedite such transfers of Registrable Securities.

     7.  Shareholder  Information.  The  Company  may  require  each  Holder  of
Registrable  Securities as to which any registration is to be effected  pursuant
to this  Agreement  to furnish the Company in a timely  manner such  information
with respect to such Holder and the distribution of such Registrable  Securities

                                       7
<PAGE>


as the Company may from time to time reasonably  request in writing and as shall
be required by law or by the Commission.

     8. Specific  Enforcement.  All of the parties  acknowledge that the parties
will be irreparably damaged in the event that this Agreement is not specifically
enforced.  Upon a  breach  or  threatened  breach  of the  terms,  covenants  or
conditions  of this  Agreement by any of the parties  hereto,  the other parties
shall,  in  addition  to all other  remedies,  be  entitled  to a  temporary  or
permanent  injunction,  without  showing  any  actual  damage,  or a decree  for
specific performance, in accordance with the provisions of this Agreement.

     9. Section Headings; Definitions; Certain Interpretations.

     (a)  Section  headings  are for  convenience  only and shall not control or
affect the meaning or construction of any provision of this Agreement.

     (b) As used in this Agreement, the following terms shall have the following
respective meanings:

     "Affiliate"  shall mean (a) any  person or entity  directly  or  indirectly
controlling,  controlled  by or under  common  control  with  another  person or
entity;  (b) any  person or  entity  owning  or  controlling  10% or more of the
outstanding  voting securities of such other person or entity;  (c) any partner,
officer, director, employee or shareholder of such entity or any parent, spouse,
child, brother, sister or other relative with a relationship (by blood, marriage
or adoption) not more remote than first cousin of any of the  foregoing;  or (d)
any  liquidating  trust,  trustee or other similar person or entity for any such
person or entity.

     "Holder" shall mean (a) the Investors and (b) any other person to which the
rights of registration under this Agreement have been transferred or assigned by
the Investors or their respective transferees.

     "Registrable  Securities"  shall mean (a) shares of Common Stock (including
shares  issued  upon the  conversion  of any Notes or the  exercise of any other
exchange, conversion or similar right), and (b) any securities issued in respect
of any such shares by way of a stock  dividend  or stock split or in  connection
with a  combination  of shares,  recapitalization,  merger or  consolidation  or
reorganization;  provided that,  such  securities  shall cease to be Registrable
Securities  when such securities have been sold to or through a broker or dealer
or underwriter in a public distribution or a public securities transaction.

     (c) Except as otherwise expressly provided in this Agreement, the following
rules of interpretation  apply to this Agreement:  (i) the singular includes the
plural  and the  plural  includes  the  singular,  (ii)  "or" or  "any"  are not
exclusive and "include' and "including"  are not limiting;  (iii) a reference to
any agreement or other contract includes  permitted  supplements and amendments;
(iv) a reference to a law includes any amendment or modification to such law and
any rules or regulations issued thereunder; (v) a reference to a person includes
its successors and assigns;  and (vi) a reference in this Agreement to a Section
is to the Section of this Agreement.

     10. Notices.  All notices,  requests and other  communications to any party
hereunder shall be in writing and sufficient if delivered  personally or sent by
facsimile  (with  confirmation  of receipt) or by registered or certified  mail,
postage prepaid, return receipt requested, addressed as follows:




                                       8


<PAGE>


If to the Company:         Barringer Laboratories, Inc.
                           15000 West 6th Avenue
                           Suite 300
                           Golden, Colorado 80401-5047
                           Attn:    President
                           Facsimile: (303) 277-1689


If to the Investors:
                           ----------------------------
                           ----------------------------
                           ----------------------------
                           ----------------------------
                           Facsimile:
                                      -----------------

                           ----------------------------
                           ----------------------------
                           ----------------------------
                           ----------------------------
                           Facsimile:
                                      -----------------

                           ----------------------------
                           ----------------------------
                           ----------------------------
                           ----------------------------
                           Facsimile:
                                      -----------------

or to such other  address or facsimile  number as the party to whom notice is to
be  given  may have  furnished  to the  other  party in  writing  in  accordance
herewith.  Each such notice,  request or  communication  shall be effective when
received or, if given by mail,  when delivered at the address  specified in this
Section  or on  the  fifth  business  day  following  the  date  on  which  such
communication is posted, whichever occurs first.

     11.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

     12. Enforceability.  It is the desire and intent of the parties hereto that
the  provisions  of this  Agreement  shall be  enforced  to the  fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which enforcement is sought.  Accordingly,  if any particular  provision of this
Agreement  shall be adjudicated to be invalid or  unenforceable,  such provision
shall be deemed amended to delete  therefrom the portion thus  adjudicated to be
invalid  or  unenforceable,  such  deletion  to apply  only with  respect to the
operation  of such  provision  in the  particular  jurisdiction  in  which  such
adjudication is made.

     13.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE  (WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAWS PROVISIONS).

                                       9
<PAGE>


     14. CONSENT TO JURISDICTION;  WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND
THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF
ANY  FEDERAL AND STATE COURT IN  DELAWARE  SITTING IN DELAWARE  AND  IRREVOCABLY
AGREES  THAT ALL  ACTIONS OR  PROCEEDINGS  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE LITIGATED EXCLUSIVELY
IN SUCH  COURTS.  EACH OF THE COMPANY AND THE HOLDER  AGREES NOT TO COMMENCE ANY
LEGAL  PROCEEDING  RELATED HERETO OR THERETO  EXCEPT IN SUCH COURT.  EACH OF THE
COMPANY  AND THE HOLDER  IRREVOCABLY  WAIVES ANY  OBJECTION  WHICH IT MAY NOW OR
HEREAFTER  HAVE TO THE  LAYING OF THE VENUE OF ANY SUCH  PROCEEDING  IN ANY SUCH
COURT AND HEREBY FURTHER IRREVOCABLY AND  UNCONDITIONALLY  WAIVES AND AGREES NOT
TO PLEAD OR CLAIM IN ANY SUCH COURT  THAT ANY SUCH  ACTION,  SUIT OR  PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE
HOLDER AND THE COMPANY  IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY  LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     15.  Waivers,  Amendments.  No waiver of any right  hereunder  by any party
shall operate as a waiver of any other right,  or of the same right with respect
to any  subsequent  occasion for its  exercise,  or of any right to damages.  No
waiver by any party of any breach of this Agreement  shall be held to constitute
a waiver of any other breach or a continuation of the same breach.  All remedies
provided by this  Agreement  are in addition to all other  remedies  provided by
law.  This  Agreement  may not be amended  except by a writing  executed  by the
Company  and by  Holders  holding  at least 51% of the  Registrable  Securities;
provided that the  provisions of this Section 16 may not be amended  unless such
amendment is executed by each Holder.

     16. Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  The  Investors'  rights,  including the right to request  registration
pursuant to Section 1, are  assignable to any assignee or transferee of all or a
portion of the Registrable  Securities held by the Investors.  In addition,  and
whether or not any express  assignment  shall have been made,  the provisions of
this  Agreement  which are for the benefit of the parties  hereto other than the
Company  shall also be for the  benefit  of and  enforceable  by any  subsequent
Holder  of any  Registrable  Securities,  subject  to the  provisions  contained
herein.

     17. Termination.  This Agreement shall terminate upon the earliest to occur
of the following events:

     (a)  termination  by mutual  written  agreement  of the  Investors  and the
Company;

     (b) all  Registrable  Securities  have been sold to or  through a broker or
dealer or underwriter in a public distribution or public securities transaction;
or

     (c) the fifth anniversary of the date hereof.

     18. Entire  Agreement.  This Agreement  contains the entire agreement among
the parties with respect to the transactions  contemplated by this Agreement and
supersedes all prior agreements or understandings among the parties.


                                       10
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

     BARRINGER LABORATORIES, INC.


     By:
         --------------------------
     Name:
     Title:






     INVESTORS:

     ------------------------------         ------------------------------
     ------------------------------         ------------------------------
     Name:                                  Name:
     Title:                                 Title:

     ------------------------------         ------------------------------
     ------------------------------         ------------------------------
     Name:                                  Name:
     Title:                                 Title:




                                       11