SECURITY AGREEMENT

     This  Security  Agreement  ("Agreement")  is entered  into this ____ day of
October,  1999,  by  and  between  Barringer  Laboratories,   Inc.,  a  Delaware
corporation, ("Barringer"), and _________________________ ( "Secured Party").

                                   RECITALS:

     A.  Pursuant  to the  Subscription  Agreement  for  Shares of Common  Stock
between  Barringer  and  Secured  Party dated  October  __, 1999  ("Subscription
Agreement"),  Secured Party has made payment to Barringer in  consideration  for
the purchase of ______________________  shares of Barringer's common stock, $.01
par value ("Shares").

     B. Until such time as  Barringer  takes all  necessary  action to issue the
Shares,  payment  for the  Shares  is  evidenced  by a  Convertible  Note in the
principal  amount of  $___________________________("Note")  dated as of the same
date hereof.

     C. Until such time as  Barringer  takes all  necessary  action to issue the
Shares, Barringer has agreed to secure the payment of the Note by the grant of a
security interest in Barringer's assets under the terms of this Agreement.

     NOW  THEREFORE,  for good and  valuable  consideration,  the  adequacy  and
receipt of which are hereby acknowledged, the parties agree as follows:

     1. Grant of Security  Interest.  (a) As collateral  security for the prompt
payment  in full  when due of the  Secured  Obligations  (hereinafter  defined),
Barringer  hereby  grants,  conveys,  and  assigns to  Secured  Party a security
interest in and to the Collateral  (hereinafter  defined). The security interest
in the Collateral is granted to secure and enforce the following  (collectively,
the "Secured Obligations"):

          (i) Payment of the Note in accordance with its terms; and

          (ii)  Performance of any and all of Barringer's  other  obligations to
Secured  Party  under:  (A) the Note,  (B) this  Agreement,  and (C) any and all
renewals,  extensions for any period, rearrangements or refinancings of the Note
or of any other obligations under the Note or this Agreement.

     (b) A copy of this Agreement may be used as a financing statement.

     2. Property. The following property (collectively, "Collateral") is subject
to the security interest herein granted:

     (a) All  Receivables  of  Barringer  now  owned or  hereafter  acquired  or
arising,  together with all customer lists,  original books and records,  ledger
and account cards, computer tapes, discs, printouts and records,  whether now in
existence of hereafter created.  "Receivables"  means all rights of Barringer to
the payment of money,  whether or not earned and howsoever evidenced or arising,



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including  (without  limitation)  all  present and future  "Accounts",  accounts
receivable,  "Chattel  Paper",  "Instruments,"  and rights to payment  which are
"General Intangibles" (as those terms are used in the Uniform Commercial Code as
enacted in the State of Colorado ("Commercial Code")), all security therefor and
any goods represented by any of the foregoing  including returned or repossessed
goods;

     (b) All Inventory of Barringer, whether now owned or hereafter acquired and
wherever located. "Inventory" includes all Goods (as defined in Article 9 of the
Commercial  Code) intended for sale or lease or to be furnished  under contracts
of service,  all raw materials and work in process therefor,  all finished goods
thereof,  all  materials and supplies of every nature used or usable or consumed
or  consumable  in  connection   with  the   manufacture,   packing,   shipping,
advertising,  selling,  leasing or furnishing of such Goods, and all accessories
thereto and all documents of title therefor evidencing the same:

     (c) All Equipment of Barringer, whether now owned or hereafter acquired and
wherever  located.  "Equipment"  includes  all of  Barringer's  Goods other than
Inventory,  all  replacements  and  substitutions  therefor  and all  accessions
thereto, and specifically includes,  without limitation,  all present and future
machinery, equipment, vehicles,  manufacturing equipment, shop equipment, office
and record keeping equipment,  furniture,  fixtures,  parts, tools and all other
Goods (except  Inventory) used or acquired for use by Barringer for any business
or enterprise;

     (d) All General  Intangibles and Deposit  Accounts (as defined in Article 9
of the Commercial Code) of Barringer,  whether now owned or hereafter  acquired,
including  (without  limitation)  all  present and future  domestic  and foreign
patents, patent applications,  trademarks,  trademark applications,  copyrights,
trade names, trade secrets,  patent and trademark licenses (whether Barringer is
licensor  or  licensee),  shop  drawings,   engineering  drawings,   blueprints,
specifications,  parts  lists,  manuals,  operating  instructions,  customer and
supplier  lists,  licenses,  permits,  franchises,  the right to use Barringer's
corporate name and the goodwill of Barringer's business;

     (e) All Investment  Property (as defined in the Commercial  Code) including
but not limited to stock and other securities  evidencing ownership of any other
organization,  company or entity as well as all amendments, extensions, renewals
and  replacements  of  the  above,   together  with  all   certificates,   other
instruments,  options,  rights,  interest,  and other distributions issued as an
addition to, in substitution or in exchange for, or on account of, the same, all
whether now  existing or  hereafter  arising and whether now owned or  hereafter
acquired; and

     (f) All  products  and  proceeds  of any and all of the  foregoing  and all
products  and  proceeds of any other  Collateral  including  the proceeds of any
insurance  covering any of the Collateral,  as well as all Deposit  Accounts (as
defined in the Commercial Code), money, cash, and the like.


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     3. Barringer's Warranties,  Representations,  and Covenants. In addition to
any  other  warranties,   representations,  or  covenants,  Barringer  warrants,
represents, and covenants that:

     (a) It has the power and  authority  to enter  into this  Agreement,  which
constitutes a legal,  valid,  and binding  agreement  enforceable  against it in
accordance with its terms.

     (b) It will not breach any other  agreement or provision of law by entering
into or performing this Agreement.

     (c) Upon  Secured  Party's  reasonable  request,  Barringer  shall take all
action and execute all documents necessary or appropriate to consummate and give
effect to this Agreement;

     (d) Barringer shall not,  without  Secured  Party's prior written  consent,
which shall not be unreasonably  withheld,  create,  incur, assume, or suffer to
exist  any debt or other  obligation  for  borrowed  money  other  than  current
accounts payable and similar current liabilities incurred in the ordinary course
of business from the date of this Agreement;

     (e)  Barringer  shall use  diligent  efforts to protect  and  preserve  the
Collateral,  including  to maintain  in good  standing,  to enforce,  and to not
breach, all existing and future contracts to which Barringer is a party; and

     (f) Upon reasonable notice from Secured Party, it will permit Secured Party
or their  representatives  to inspect  any of  Barringer's  corporate  books and
financial  records and discuss  with its officers  its  affairs,  finances,  and
accounts.

     4.  Power  of  Attorney.   Barringer   hereby  appoints  Secured  Party  as
attorney-in-fact  and grants  Secured  Party a proxy to do, after and during the
continuance of an Event of Default (as herein  defined),  any act that Barringer
is  obligated  by this  Agreement  to do and to exercise  any and all rights and
powers as Barringer might exercise with respect to the Collateral. This power of
attorney is a power coupled with an interest and shall be irrevocable  until the
Secured  Obligations  are  satisfied.  Secured  Party  shall be under no duty to
exercise or withhold the exercise of any of the rights,  powers,  or  privileges
expressly or implicitly  granted to Secured Party in this  Agreement,  and shall
not be liable for any failure to do so or any delay in doing so.  Secured  Party
shall not be liable for any act or  omission or for any error of judgment or any
mistake  of  fact  or law in  its  individual  capacity  or in its  capacity  as
attorney-in-fact  except acts or omissions resulting from its willful misconduct
or gross negligence. This power of attorney is conferred on the Secured Party to
protect, preserve, and realize upon its security interest in the Collateral.

     5. Events of Default.  Any one or more of the following events  constitutes
an event of default ("Event of Default"):

     (a)  Barringer's  failure to pay on the due date any amount of principal or
interest owing under the Note.

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<PAGE>



     (b) The  occurrence  of a default,  or of any event that with the giving of
notice or the passage of time could constitute a default, under any agreement of
Barringer evidencing an obligation of Barringer for borrowed money.

     (c) A breach of or failure by Barringer to perform any of the terms of: (i)
the Note (other than the failure to make payment due under Note which payment is
the subject of subsection (a)), or(ii) this Agreement.

     (d) Any levy,  seizure,  attachment,  or similar legal service of or on the
Collateral  not  discharged by within ten (10) days, or any sale,  transfer,  or
disposition of any interest in the Collateral, other than in the ordinary course
of business, without Secured Party's prior written consent.

     6. Remedies. (a) Upon the occurrence of any Event of Default, Secured Party
may in its sole discretion,  with or without notice to Barringer and in addition
to all other rights and remedies at law or in equity:

          (i)  Declare  the  entire  balance  of the  Note  immediately  due and
payable; and

          (ii) Sell or otherwise  dispose of the  Collateral in accordance  with
the terms hereof.

     (b)(i) In  addition  to all other  rights and  remedies  granted to Secured
Party in this  Agreement and in any other  agreement  securing,  evidencing,  or
relating to the Secured Obligations,  Secured Party shall have all of the rights
and remedies of a secured party under the Commercial  Code Without  limiting the
generality of the foregoing, Secured Party may:

               (A) Without demand or notice to Barringer,  collect,  receive, or
take possession of the Collateral or any part thereof;

               (B) Sell or  otherwise  dispose  of the  Collateral,  or any part
thereof,  in one or more parcels at public or private sale or sales,  at Secured
Party's offices or elsewhere, for cash, on credit, or for future delivery; and

               (C) Bid and become a  purchaser  at any sale free of any right or
equity of  redemption of  Barringer,  which right or equity is hereby  expressly
waived and released by Barringer.

                  (ii) Upon Secured  Party's  request,  Barringer shall assemble
the Collateral and make it available to Secured Party at any place designated by
Secured Party that is reasonably convenient to Barringer and Secured Party.


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<PAGE>


          (iii)  Secured  Party shall have the right to  determine  the order in
which any or all of the Collateral  shall be subjected to the remedies for which
this  Agreement  or the Note  provide.  Secured  Party  shall  have the right to
determine the order in which any or all portions of the indebtedness  secured by
this  Agreement  are satisfied  from the proceeds  realized upon the exercise of
such  remedies.  Barringer,  any party who consents to this  Agreement,  and any
party who hereafter  acquires a security  interest in the Collateral and who has
actual or constructive notice of this Agreement, hereby waives any and all right
to require the  marshaling of Collateral in connection  with the exercise of any
of the remedies for which this Agreement or the Note provide.

          (iv) Unless the Collateral  threatens to decline  speedily in value or
is of the type customarily sold on a recognized market, Secured Party shall give
Barringer  reasonable  notice of the time and place of any public sale or of the
time after which any private sale or other  disposition  of the Collateral is to
be made,  and notice given at least ten (10) days before the time of the sale or
other  disposition  shall be  conclusively  presumed to be  reasonable.  Without
limiting what  constitutes a sale of the  Collateral in a reasonable  manner,  a
public  sale in the  following  fashion  shall be  conclusively  presumed  to be
reasonable:

               (A)  Notice is given at least ten (10)  days  before  the date of
sale by publication once in a newspaper of general circulation  published in the
county in which the sale is to be held;

               (B) The sale is held in a county in which the  Collateral  or any
part is located or in a county in which Barringer has its place of business;

               (C)  Payment  is  in  cash  or  by  certified  check  immediately
following the close of the sale;

               (D) The sale is by  auction,  but  need not be by a  professional
auctioneer; and

               (E) The Collateral is sold as is and without any  preparation for
sale.

          (v) Secured  Party may adjourn any public or private sale from time to
time by announcement  at the time and place fixed  therefor,  and such sale may,
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.  Barringer  shall be liable for all  expenses of  retaking,  holding,
preparing  for sale, or the like,  and all  attorneys'  fees and other  expenses
incurred  by Secured  Party in  connection  with the  collection  of the Secured
Obligations  and the  enforcement of Secured  Party's rights  hereunder,  all of
which expenses and fees shall constitute Secured Obligations.

          (vi)  Secured  Party  shall apply the  Collateral  against the Secured
Obligations in the following manner:


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<PAGE>


               (A) First, to Secured Party for any unpaid expenses owed to it by
Barringer under this Agreement or the Note;

               (B)  Second,  for any unpaid  interest  owed to Secured  Party by
Barringer under this Agreement or the Notes;

               (C) Third,  any surplus then  remaining  shall be paid to Secured
Party towards  principal amounts owed to it by Barringer under this Agreement or
the Note; and

               (D)  Fourth,   any  surplus  then  remaining  shall  be  paid  to
Barringer.

          (c) Secured Party may cause any or all of the Collateral held by it to
be transferred into Secured Party's name or the name or names of Secured Party's
nominee or nominees.

          (d)  Secured  Party  shall  have no  obligation  to  offer to sell the
Collateral.  If Secured  Party offers to sell the  Collateral,  it shall have no
obligation to consummate a sale of the Collateral if, in its reasonable business
judgment,  none  of  the  offers  received  by it  reasonably  approximates  the
Collateral's fair value. If Secured Party elects not to sell the Collateral,  it
may  elect  to  follow  the  procedures  set  forth in the  Commercial  Code for
retaining the Collateral in satisfaction of Barringer's  obligation,  subject to
Barringer's rights under such procedures.

          (f) Secured Party shall be entitled to the  appointment  of a receiver
for the Collateral as a matter of right  regardless of whether the  Collateral's
apparent  value exceeds the  outstanding  principal  amount of the Notes and any
receiver appointed may serve without bond. Employment by Secured Party shall not
disqualify a person from serving as receiver.

     7. Obligations Absolute. Barringer's obligations under this Agreement shall
be  irrevocable,   absolute  and   unconditional  and  shall  not  be  released,
discharged,  reduced,  or in any way  impaired by any  circumstance  whatsoever,
including,  without  limitation,  any  amendment,  modification,  extension,  or
renewal  of  the  Secured  Obligations,  or any  other  document  or  instrument
evidencing,  securing, or otherwise relating to the Secured Obligations,  or any
release,  subordination,  or impairment of Collateral,  or any waiver,  consent,
extension,  indulgence,  compromise,  settlement, or other action or inaction in
respect  of  the  Secured  Obligations,  or any  other  document  or  instrument
evidencing,  securing, or otherwise relating to the Secured Obligations,  or any
exercise  or failure to exercise  any right,  remedy,  power,  or  privilege  in
respect of the Secured Obligations.

     8. Insurance. Barringer shall have and maintain, or cause to be maintained,
insurance  at all times with  respect to all  Collateral  against  such risks as
Secured  Party may  reasonably  require,  in such form,  for such  periods,  and
written by such companies as may be satisfactory to Secured Party.  All policies
of insurance  shall have  endorsed a loss payable  clause  acceptable to Secured
Party  and such  other  endorsements  as  Secured  Party  may from  time to time
request,  and Barringer  will promptly  provide  Secured Party with the original
policies or  certificates  of such  insurance.  Barringer  shall promptly notify
Secured  Party of any loss or damage that may occur to the  Collateral.  Secured

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<PAGE>


Party is hereby  authorized  to make proof of loss if it is not made promptly by
Barringer.  All  proceeds of any  insurance on the  Collateral  shall be held by
Secured Party as a part of the Collateral.  Such proceeds shall be paid out from
time to time upon order of  Barringer  for the purpose of paying the  reasonable
cost of repairing or restoring the property damaged.  Any proceeds that have not
been so paid out within one hundred twenty (120) days following their receipt by
Secured  Party shall be applied to the  prepayment  of principal on the Note. In
the event of failure to provide insurance as herein provided, Secured Party may,
at Secured Party's option, provide such insurance at Barringer's expense.

     9.  Inspection;  and Protection of Secured  Party's  Security.  (a) Secured
Party may make or cause to be made  reasonable  entries upon and  inspections of
Barringer's premises to inspect the Collateral.

     (b) If Barringer fails to perform its  obligations  under this Agreement or
the  Note,  or if any  action  or  proceeding  is  commenced  that  affects  the
Collateral or title thereto or the interest of Secured Party therein,  including
insolvency or arrangements or proceedings involving a bankrupt or decedent, then
Secured Party, at its option, may make such appearance,  disburse such sums, and
take such action as it deems necessary,  in its sole discretion,  to protect its
interest, including but not limited to (i) disbursement of attorneys' fees, (ii)
entry upon  Barringer's  property to make repairs to the  Collateral,  and (iii)
procurement of satisfactory  insurance.  Any amounts  disbursed by Secured Party
pursuant  to this  Section,  with  interest  thereon,  shall  become  additional
indebtedness  of  Barringer  secured by this  Agreement.  Unless  Barringer  and
Secured Party agree to other terms of payment, such amounts shall be immediately
due and payable and shall bear  interest  from the date of  disbursement  at the
rate of eighteen  percent (18%) per annum,  be collected  from  Barringer  under
applicable law. Nothing contained in this Section shall require Secured Party to
incur any expense or take any action.

     10. Barringer and Lien Not Released.  From time to time, Secured Party may,
at its option,  without notice to Barringer or without Barringer's  consent, and
without  liability on Secured  Party's  part,  and  notwithstanding  Barringer's
breach of any  provision  of this  Agreement  or the Note,  extend  the time for
payment of  Barringer's  indebtedness  or any part thereof,  reduce the payments
thereon,  release  anyone liable on any of said  indebtedness,  accept a renewal
note or  notes  therefor,  modify  the  terms  and the time of  payment  of said
indebtedness,  release  from  the  lien  of  this  Agreement  any  part  of  the
Collateral,  take or release other or additional security,  reconvey any part of
the Collateral,  consent to any plan of or relating to the Collateral, and agree
in  writing  with  Barringer  to  modify  the  rate of  interest  or  period  of
amortization  of the Note or  change  the  amount  of any  installments  payable
thereunder.  Any actions taken by Secured  Party  pursuant to this Section shall
not affect the obligation of Barringer to pay the sums secured by this Agreement
and to observe the covenants of Barringer contained herein, shall not affect the
guaranty of any person for payment of the indebtedness secured hereby, and shall
not affect the lien or  priority  of lien  hereof on the  Collateral.  Barringer
shall  pay  Secured  Party a  reasonable  service  charge,  together  with  such
attorneys' fees as may be incurred at Secured Party's option for any such action
if taken at Barringer's request.

7

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     11.  Forbearance by Secured Party Not a Waiver.  Any forbearance by Secured
Party in exercising any right or remedy hereunder, or otherwise afforded by law,
shall not be a waiver  of or  preclude  the  exercise  of any  right or  remedy.
Secured Party's acceptance of payment of any sum secured by this Agreement after
the due date of such payment  shall not be a waiver of Secured  Party's right to
either  require  prompt  payment  when due of all other  sums so  secured  or to
declare a default  for  failure  to make  prompt  payment.  The  procurement  of
insurance  or the  payment of taxes or other  liens or charges by Secured  Party
shall  not  be a  waiver  of  its  right  to  accelerate  the  maturity  of  the
indebtedness secured by this Agreement, nor shall Secured Party's receipt of any
awards,  proceeds or damages as provided  in this  Agreement  operate to cure or
waive Barringer's default in payment of sums secured by this Agreement.

     12. Uniform Commercial Code Security Agreement.  This Agreement is intended
to be a security  agreement pursuant to the Commercial Code for any of the items
specified  above as part of the Collateral  that,  under  applicable law, may be
subject to a security  interest  pursuant to the Commercial  Code, and Barringer
hereby grants  Secured  Party a security  interest in said  Collateral.  Secured
Party may file any appropriate  document in the appropriate index as a financing
statement  for any of the  items  specified  above  as  part of the  Collateral.
Barringer  shall  execute and deliver to Secured  Party,  upon its request,  any
financing  statements,  as well as extensions,  renewals and amendments thereof,
and reproductions of this Agreement in such form as Secured Party may require to
perfect a security interest with respect to said items.  Barringer shall pay all
costs  of  filing  such  financing  statements  and  any  extensions,  renewals,
amendments,  and  releases  thereof,  and  shall  pay all  reasonable  costs and
expenses of any record  searches  for  financing  statements  Secured  Party may
reasonably  require.  Consistent  with but not as a  limitation  on  Barringer's
covenants under Section 3(b) and 3(h)(i),  without Secured Party's prior written
consent,  Barringer  shall not create or suffer to be created any other security
interest in the Collateral,  including  replacements and additions thereto. Upon
the occurrence of an Event of Default,  Secured Party shall have the remedies of
a secured party under the  Commercial  Code,  and at Secured  Party's option may
also invoke the other remedies for which this Agreement or the Note provide.  In
exercising any of said remedies,  Secured Party may proceed  against any part of
the Collateral  separately or together and in any order  whatsoever,  without in
any way affecting the  availability of its remedies under the Commercial Code or
of the other remedies for which Agreement or the Note provide.

     13. Acceleration in Event of Barringer's Insolvency. If either:

     (a) Barringer  voluntarily  files a petition  under the federal  Bankruptcy
Act,  as such Act may from  time to time be  amended,  or under any  similar  or
successor  federal statute relating to bankruptcy,  insolvency,  arrangements or
reorganizations,  or under any state  bankruptcy or insolvency  act, or files an
answer in an  involuntary  proceeding  admitting  insolvency or inability to pay
debts, or if Barringer shall be adjudged a bankrupt,

     (b) A trustee or receiver is appointed for Barringer's property,


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     (c) Any of the Collateral  becomes subject to the jurisdiction of a federal
bankruptcy court or similar state court,

     (d) Barringer makes an assignment for the benefit of its creditors, or

     (e)  There is an  attachment,  receivership,  execution  or other  judicial
seizure of any of the Collateral,

then  Secured  Party  may,  at its  option,  declare  all sums  secured  by this
Agreement to be immediately  due and payable  without prior notice to Barringer,
and Secured  Party may invoke any  remedies  permitted  by this  Agreement.  Any
attorneys' fees and other expenses  incurred by Secured Party in connection with
Barringer's  bankruptcy  or any of the other  events  described  in this Section
shall be additional indebtedness of Barringer secured by this Agreement.

     14. Notices. All notices, demands or communications  ("Notices") under this
Agreement  shall be in writing and shall be  addressed to the party as set forth
below.  All Notices shall be given by: (i) personal  delivery,  (ii)  electronic
communication,  provided  the  transmitting  device  used by the party  provides
documentary  confirmation  of  receipt,  (iii)  certified  mail  return  receipt
requested,  or (iv) a  nationally  recognized  overnight  courier  service.  All
Notices  shall be  effective  and shall be deemed  delivered  (i) if by personal
delivery or by  overnight  courier,  on the date of delivery if  delivered on or
before  4:30  p.m.  on such  day;  otherwise,  it shall be  deemed  to have been
delivered on the next  business day  following  delivery,  (ii) if by electronic
communication,  on the day of receipt unless  received after 4:30 p.m., in which
event it  shall be  deemed  to have  been  received  on the  next  business  day
following receipt of the electronic communication,  and (iii) if solely by mail,
on the first to occur or actual  receipt or the third business day following the
date of posting (as evidenced by the postal  receipt for the  posting).  A party
may change its address by Notice to the other party.

If to Secured Party:

                  -------------------------
                  -------------------------
                  -------------------------
                  -------------------------
                  Telephone No.:
                  Telecopier No.:

If to Barringer:

                  Barringer Laboratories, Inc.
                  15000W. 6th Avenue
                  Golden, Colorado  80401
                  Attention:
                  Telephone No:  (303) 277-1687
                  Telecopier No.: (303) 277-1689


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     15. Further  Assurances.  Without further  consideration,  each party shall
take  such  further  actions  and  execute  such  further  documents  as  may be
reasonably  requested by the other party in order to effectuate  the purpose and
intent of this Agreement.

     16.  Governing Law. This Agreement  shall be governed by and interpreted in
accordance  with the Laws of  Colorado,  except  to the  extent  its laws  would
otherwise apply the laws of another jurisdiction.

     17. Entire Agreement;  Successors and Assigns;  Amendment and Waiver.  This
Agreement  contains the entire  understanding  of the parties and supersedes all
prior agreements and understandings  between the parties relating to the subject
matter hereof. No amendment or modification to this Agreement shall be effective
unless be in  writing  and  signed by all  parties.  No waiver by a party of any
breach by any other party of any provision of this  Agreement  shall be deemed a
waiver of any preceding or succeeding breach of the same or any other provisions
hereof. No such waiver shall be effective unless in writing and then only to the
extent expressly set forth in writing.

     18. Other Remedies. Regardless of whether or not provided in other Sections
hereof, no right or remedy expressly  conferred herein shall be exclusive of any
other  right or  remedy  now or  hereafter  available  at law or in  equity.  No
provision  of  this  Agreement  regarding  remedies  shall  be  construed  as  a
limitation  on the nature of the remedies to which a party may be entitled  with
respect to a breach of other provisions of this Agreement.

     19. Section and Other Headings; Pronouns; and Construction. The section and
other  headings  contained in this  Agreement are for reference only and have no
legal  significance.  The use of  pronouns  is  generic  and they shall mean any
gender  as   appropriate.   The  terms  "include"  or  "including,"  or  similar
terminology,  shall be construed as meaning without  limitation as to the nature
or scope of the referenced matters.  This Agreement shall be deemed to have been
drafted by both parties,  and therefore the rule against construing  ambiguities
against the party drafting a contract shall be inapplicable to this Agreement.

     20. Severability.  If any provision of this Agreement is held to be invalid
or unenforceable in whole or in part in any jurisdiction,  such provision,  only
to the extent invalid or unenforceable,  shall be severable from this Agreement,
and the other  provisions of this Agreement  (along with the provision at issue,
to the extent that it would be valid and  enforceable,  and such provision shall
be deemed to be so  reformed)  shall  remain  in full  force and  effect in such
jurisdiction and the remaining provisions hereof shall be liberally construed to
carry  out  the  purpose  and  intent  of  this  Agreement.  The  invalidity  or
unenforceability, in whole or in part, of any provision of this Agreement in any
jurisdiction  shall not affect the validity or  enforceability of such provision
in any other  jurisdiction,  nor shall the invalidity or unenforceability of any
provision  of this  Agreement  with  respect to any person or entity  affect the
validity or enforceability of such provision with respect to any other person or
entity.


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<PAGE>


     21. Assignment.  Secured Party may at any time and from time to time assign
its rights and  obligations  under this  Agreement  and the  Collateral  and any
portion of the  Collateral.  In each case, the assignee shall be entitled to all
of the rights and  remedies of Secured  Party under this  Agreement  in relation
thereto.

     22.  Attorney's Fees. If a suit or action is brought by Secured Party under
this  Agreement to enforce any of its terms,  Secured Party shall be entitled to
reasonable attorneys fees.

     23.  Termination.  Upon the full  performance  and the full and irrevocable
payment of the Secured Obligations, this Agreement shall terminate.

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

SECURED PARTY:

---------------------------------

---------------------------------


BARRINGER:

BARRINGER LABORATORIES, INC.

By:
   -------------------------------
Its:
   -------------------------------

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