EXHIBIT 10.24

                        DATED                 May 5, 1997
                        ---------------------------------


                               BRONZEBASE LIMITED

                                    - and -

                            DETECTION SYSTEMS, INC.


                               TECHNOLOGY LICENCE



                               Nabarro Nathanson
                               50 Stratton Street
                                 London W1X 6NX

                               Tel: 0171 493 9933


                        EA/GWH/V238/3 GWH1529A 07/05/97


<PAGE>



DATE:     May 5, 1997

PARTIES:

(1)      BRONZEBASE LIMITED (Company No. 2716839) whose registered office is at
         Great Western House, Station Road, Reading, Berkshire, UK ("the
         Licensor"); and

(2)      DETECTION SYSTEMS, INC., a New York State corporation having its
         principal office at 130 Perinton Parkway, Fairport, New York 14450, USA
         ("the Licensee").

RECITALS:

A.       Licensor is the assignee of UK Patent No. 2115651 and UK Patent No.
         2167625 ("the Patents") and is the beneficial owner of them. Each of
         the Patents claims certain systems for providing communication between
         a central location and instrumentalities other than a conventional
         telephone located at the premises of telephone network subscribers
         ("the Systems").

B.       The Licensor owns other intellectual property rights and a substantial
         and secret body of know-how relating to the Systems, the individual
         components thereof, and the use and exploitation thereof.

C.       An essential component in each of the Systems is a subscriber terminal
         unit ("STU") installed at each telephone network subscriber's premises,
         to which are connected various instrumentalities to be monitored by the
         System. The STU is electronically interrogated at appropriate intervals
         as to the status of the said instrumentalities, and responds by means
         of similar electronic signals. Critical to the operation of each STU is
         a microprocessor contained therein which is pre-programmed to enable
         the STU to function as part of the particular System in which it is
         used.

D.       The Licensee contemporaneously herewith acquires the entire issued
         share capital in Digital Audio Limited ("DAL"), a company that has for
         several years enjoyed, and until immediately prior to this Agreement
         continued to enjoy, a licence of the same technology as forms the
         subject-matter of this licence.

E.       The Licensee has requested the Licensor to grant to the Licensee a
         licence to make and sell STU's of a certain type, and the Licensor has
         agreed to grant such a licence to the Licensee on the terms and
         conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

1.1      In this Agreement the words and phrases set out in the following table
         of definitions shall bear the meanings respectively set against them in
         the table:-


<PAGE>



         "Ancillary Rights"        means design rights, copyrights, and other
                                   intellectual property rights (if any) held by
                                   the Licensor in the STU or any part thereof;

         "BLU STU"                 means a STU, the distinguishing features of
                                   which are described in the Schedule hereto, 
                                   to any of the designs shown in DAL's drawings
                                   no.'s D271-01, D271-02, D271-04 and D271-05;

         "Commencement Date"       means the date hereof;

         "Connected Company"       means a company controlled by, under the
                                   control of or under common control with the
                                   Licensee;

         "European Community"      means the member states from time to time of
                                   the European Economic Area;

         "Improvement"             means any addition, improvement, variation, 
                                   revision, modification or development to or
                                   of the STU or the manufacture thereof
                                   (including without limitation new or modified
                                   designs for any feature of the shape or
                                   configuration of the STU or any internal or
                                   external parts thereof);

         "Initial Term"            means the period of five (5) years commencing
                                   on the Commencement Date;

         "Interest Rate"           means a rate of interest equal to the base
                                   lending rate of Lloyds Bank plc plus 3%;

         "Know-How"                means so much of the technical knowledge and
                                   information at the free disposal of the
                                   Licensor relating to the manufacture of STU's
                                   (based upon the use of Microprocessors
                                   supplied by the Licensor) as is necessary for
                                   the Licensee to use, and includes both the
                                   whole body of such knowledge, experience,
                                   skills and information and also any one or
                                   more parts of the same;

         "Licensed Property"       means collectively the Patents, the Know-How,
                                   the Licensor's Improvements, and the 
                                   Ancillary Rights;

         "Licensee's Improvements" means Improvements made, developed or
                                   acquired by the Licensee during the Term;


<PAGE>


         "Licensor's Improvements" means Improvements made, developed or
                                   acquired by the Licensor during the Term;

         "Microprocessor"          means the microprocessor referred to in 
                                   Recital C (which is the Licensor's part no.
                                   44855) in the Licensor's current issue from
                                   time to time;

         "New Product"             means an improved or revised STU developed  
                                   by the Licensor after the Commencement Date
                                   which the Licensor wishes to market following
                                   successful tests in the market;

         "Party"                   means a party to this Agreement and "Parties"
                                   means both the parties to this Agreement;

         "Person"                  includes any natural person, firm, 
                                   partnership, trust, company, corporate body,
                                   unincorporated body, governmental body or
                                   administrative body (in each case, whether or
                                   not having separate legal personality);

         "Royalties"               means royalties payable pursuant to Clause
                                   12.1;

         "Sales Tax"               means sales tax, purchase tax, Value Added 
                                   Tax or any other tax performing an equivalent
                                   or similar fiscal function;

         "STU"                     means a subscriber terminal unit which shall
                                   include a BLU STU or any New Product;

         "Supply"                  means any disposition of STU's whether under
                                   a contract of sale, hire, leasing or
                                   otherwise, including the supply by the
                                   Licensee to itself for its own use and
                                   "Supplied" and the verb "Supply" shall be
                                   construed accordingly;

         "the Systems"             means the systems described in Recital A and
                                   "the System" means any one of them;

         "Technical Documentation" means the manuals, drawings, designs, circuit
                                   diagrams, specifications, computer programs
                                   and other documentation, media and materials
                                   in which the Know-How is recorded;

         "Term"                    means the period of eight (8) years 
                                   commencing on the Commencement Date;


<PAGE>



         "Termination Date"        means the date on which this Agreement
                                   terminates whether by the expiration of the
                                   Term or by reason of the termination of this
                                   Agreement under any of its provisions;

         "Territory"               means the United Kingdom and Eire; and

         "Year of this
         Agreement" or "Year"      means each consecutive period of twelve (12) 
                                   months during the continuance of this
                                   Agreement, and "quarters" shall be defined by
                                   reference to such Year rather than by
                                   reference to the calendar year.

1.2      In this Agreement:-

         1.2.1    the Index and Clause headings are included for convenience
                  only and shall not affect the construction of this Agreement;

         1.2.2    words denoting the singular shall include the plural and vice
                  versa; and

         1.2.3    words denoting the neuter shall include the male and female.

1.3      References in this Agreement to Recitals and Clauses are references to
         recitals to this Agreement and clauses of this Agreement.

2.       LICENCE

2.1      In consideration of the undertakings of the Licensee hereunder the
         Licensor grants to the Licensee with effect from the Commencement
         Date:-

         2.1.1    a licence during the Term under the Patents to manufacture
                  STU's, import STU's into the Territory, and Supply and offer
                  to Supply STU's manufactured by or on behalf of the Licensee
                  within the Territory for use in or in conjunction with
                  Systems; and

         2.1.2    a licence during the Term to use the Know-How and exploit the
                  Ancillary Rights to the extent necessary in the aforesaid
                  manufacture of STU's and the Supply of STU's within the
                  Territory, on and subject to the terms and conditions of this
                  Agreement.

2.2      Subject to Clause 2.3, the Licensor shall not during the Initial Term
         grant to any other Person a licence equivalent to that set out in
         Clause 2.1, in relation to the manufacture, importation and/or Supply
         of STU's in or into the Territory. However the Licensor shall itself
         remain free to licence Versus Technology Limited to carry out the
         activities and do the things referred to in Clause 2.1.

2.3      Subject as follows, the undertaking in Clause 2.2 shall apply until the
         earliest to occur of the following: (a) the termination or expiry of 
         this Agreement; and (b) the date on which the STU ceases to be 
         protected by at least one of the following: the Patents and the 
         Know-How. (For 



<PAGE>



         such purposes, the Know-How shall be deemed to protect the STU until
         such time as it is not secret and/or not substantial within the meaning
         laid down in Article 10 of Commission Regulation (EC) No. 240/96.) The
         Licensor may at any time (without prejudice to its other rights and
         remedies), by written notice to the Licensee having immediate effect,
         cancel the undertaking given in Clause 2.2, without liability on the
         Licensor and without any further effect on this Agreement if, at the
         time of the Licensor's said notice, the Licensee is in breach of Clause
         3. Moreover, Clause 2.2 shall not prohibit the grant by the Licensor of
         any licence as described in Clause 2.2 if required by any applicable
         statute, laws, regulation, or ordinance, or the order of any Court or
         regulatory authority pursuant thereto.

2.4      The Licensee shall not at any time during the Term without the
         Licensor's express permission Supply or offer to Supply STU's in or
         export STU's to any place outside the European Community.

2.5      The Licensee shall not at any time during the Term, Supply or offer to
         Supply STU's in, export STU's to, specifically direct advertising on
         STU's to, or establish any distribution depot or branch for STU's in,
         any territory outside the Territory that is in the European Community
         except any such territory in which, at that time, both of the following
         factors apply: the Systems are not protected by any patent owned or
         controlled by the Licensor, and the Know-How no longer protects the STU
         (within the meaning laid down in Clause 2.3).

2.6      Neither party shall at any time during the Term, supply or offer to
         supply STU's combined, bundled or incorporated with or into any other
         product or device whatsoever.

2.7      Without prejudice to the foregoing provisions, the Licensor reserves
         its right to exercise its patent rights within the European Community
         and elsewhere to oppose the exploitation of the technology licensed
         herein outside the Territory.

2.8      Notwithstanding Clause 2.7, the Licensee shall not be prohibited, at
         any time after there shall have elapsed the five-year period referred
         to in Article 1 paragraph 2 of the aforementioned Commission Regulation
         in relation to the technology covered by this Agreement, from Supplying
         STU's, in response to unsolicited orders, in any territory within the
         European Community in which the Licensor has licensed such technology
         to other licensees.

2.9      The Parties agree that the spirit and intention of this Agreement is
         such that neither Party shall participate or engage in any conduct
         which would or is likely to harm the business, goodwill or reputation
         of the other Party.

3.       SALES ENDEAVOURS

3.1      The Licensee shall throughout the Term use its best endeavours to
         promote and maximise the use of the Systems throughout the Territory.

3.2      The Licensee shall forthwith inform the Licensor if for any reason it
         is unable to meet any demand for BLU STU's in the Territory other than
         due to the Licensor's failure to supply Microprocessors under Clause 8,
         giving sufficient information to enable the Licensor to enable
         Versus Technology Limited to supply customers whom the Licensee is
         unable to Supply.


<PAGE>

         

3.3      Without prejudice to the foregoing, the Licensee shall manufacture and
         Supply hereunder during Initial Term:-

         3.3.1 at least 12,000 (twelve thousand) BLU STU's in each Year; and

         3.3.2    (without prejudice to Clause 3.3.1) shall not manufacture and
                  supply less than 2,500 (two thousand five hundred) BLU STU's
                  per quarter in any two consecutive quarters.

3.4      The sole remedy of the Licensor for a failure by the Licensee to
         manufacture and supply the number of STU's set forth in this Article 3
         is to cancel the undertaking given in Clause 2.2 of this Agreement, and
         the Licensee shall in no event be subject to damages, lost profits or
         lost Royalties as a result of any such failure.

4.       PROTECTION OF MICROPROCESSOR

4.1      The Licensee shall have no licence under applicable copyrights or
         related forms of protection to (or to license or permit any other
         Person to):-

         4.1.1    disassemble, decompile or reverse engineer any Microprocessor
                  or any program (in whatever form it subsists) comprised in or
                  recorded on any Microprocessor;

         4.1.2    copy, adapt, modify or translate any such program; or

         4.1.3    Supply or provide any such program to any Person other than as
                  incorporated into STU, within the Microprocessor in which it
                  is supplied to the Licensee under this Agreement.

4.2      Clause 4.1 shall apply save to the extent (if any) that it may be
         unlawful under applicable law for the Licensor to prevent the
         activities by the Licensee referred to therein.

4.3      The Licensee shall not remove, obscure, supplement, alter or deface any
         labelling on any Microprocessor, or attach any other labelling or marks
         to the same.

5.       ASSIGNMENT AND SUB-LICENSING

5.1      Subject to Clause 5.2 the Licensee shall not be entitled to grant to
         any Person other than a Connected Company any licence, sub-licence,
         sub-contract, permission or authorisation ("Sub-Licence") of or in
         relation to any rights granted to it under this Agreement without the
         prior written consent of the Licensor (not to be unreasonably withheld)
         provided that:-

         5.1.1.   any such Sub-Licence is on the same terms and conditions 
                  contained by this Agreement mutatis mutandis; and

         5.1.2.   upon such Connected Company ceasing to be a Connected Company,
                  any Sub-Licence granted by the Licencee will be terminated
                  forthwith and such Sub-Licence shall provide accordingly.


<PAGE>



5.2      The Licensee shall be entitled to grant Sub-Licences for manufacturing
         purposes only provided that any such Sub-Licence is on the same terms
         and conditions contained by this Agreement mutatis mutandis.

5.3      Notwithstanding the grant of any Sub-Licence pursuant to Clauses 5.1 or
         5.2, the Licensee shall be responsible to the Licensor for the
         performance of all obligations under this Agreement.

5.4      This Agreement is personal to the Licensee. The Licensee shall not
         assign, transfer, charge or part with any of its rights under this
         Agreement without the prior written consent of the Licensor (not to be
         unreasonably withheld).

5.5      The Licensor shall be entitled to assign the benefits (or any of them)
         that it enjoys under this Agreement. For the avoidance of doubt should
         the Licensor seek to assign or transfer any or all of the Licensed
         Property, it hereby undertakes that such assignment or transfer shall
         be subject to the burden of this Agreement.

6.       PROVISION OF THE KNOW-HOW

6.1      The Licensor shall as soon as reasonably practicable after the date of
         this Agreement provide to the Licensee one complete copy of the
         Technical Documentation, or request and permit DAL to provide the
         Licensee with the copy thereof provided to DAL by the Licensor pursuant
         to the licence referred to in Recital D.

6.2      All Technical Documentation provided by the Licensor or DAL under this
         Clause 6 will be provided in its English language version, and the
         copyright therein shall belong to and remain vested in the Licensor.
         The Licensor hereby grants to the Licensee licence to make such number
         of copies of the same as the Licensee may reasonably require in
         connection with the manufacture of STU's and to make such number of
         copies of any manuals as the Licensee may reasonably require in
         connection with the Supply of STU's.

6.3      If at any time during the Term the Licensee requires any information
         and assistance in relation to the manufacture of STU's, the Licensor
         shall to the extent that it is reasonably able from its existing
         experience and knowledge and subject to its other commitments provide
         such information and assistance to the Licensee, subject to:-

         6.3.1    the Licensee paying a consultancy fee to the Licensor in
                  respect of such assistance at the Licensor's standard rates
                  for consultancy services current from time to time (except in
                  the first Year, when the Licensor shall provide such
                  information and assistance as may reasonably be required free
                  of charge); and

         6.3.2    the Licensee paying or reimbursing to the Licensor all
                  expenses properly incurred by the Licensor in providing such
                  assistance.


<PAGE>



6.4      The Licensee shall be solely responsible for ensuring that the STU's it
         produces and its methods of manufacturing them comply in all respects
         with all requirements of all competent governmental or other regulatory
         authorities and the Licensor shall have no responsibility for
         compliance with such requirements.

7.       QUALITY CONTROL

         During the continuance of this Agreement the Licensee shall:-

7.1.     ensure that all STU's marketed by it are of good and merchantable
         quality and comply with all applicable United Kingdom, Eire and EC laws
         and regulations (including without limitation all laws and regulations
         relating to EMC and voltage) and all relevant BABT and other
         regulations and approvals;

7.2      provide the Licensor with a sample of each description of STU that it
         proposes to Supply prior to making any Supply of STU's of that
         description;

7.3      upon reasonable notice from the Licensor, give the Licensor or its
         authorised representatives free access at any reasonable time to the
         premises of the Licensee for the purpose of ensuring that the Licensee
         is performing and observing the obligations of the Licensee under this
         Agreement;

7.4      ensure that all literature prepared by the Licensee relating to STU's
         it produces or has produced bears an acknowledgment in a form first
         approved by the Licensor to the effect that the STU's are made and
         Supplied under licence from the Licensor and details of the Patents
         under which STU's are Supplied by the Licensee; and

7.5      not act as, or purport to be, the agent of the Licensor nor make any
         representation that it is acting otherwise than as principal in
         relation to the manufacture and/or Supply of STU's nor make any
         representation or give any warranty in relation to STU's on behalf of
         the Licensor or which would impose any liability on the Licensor.

8.       USE AND PURCHASE OF THE MICROPROCESSORS

8.1      The Licensee accepts that the use of the Microprocessors is necessary
         in order that the STU functions as part of the System in which it is
         used, and that the Microprocessors are therefore necessary for a
         technically satisfactory exploitation of the STU's and the System in
         which they are used.

8.2      The Licensee undertakes to acquire the Microprocessors exclusively from
         the Licensor or such Person as the Licensor may from time to time
         designate and undertakes not itself to manufacture or have manufactured
         or acquire from any Person (other than a Person designated by the
         Licensor) any Microprocessors or any products in substitution for
         Microprocessors.

8.3      The Licensor shall, subject to availability, supply or procure the
         supply to the Licensee of such amounts of the Microprocessors as the
         Licensee shall reasonably require, on the standard terms and conditions
         of Supply of the Licensor or its designated supplier. The Licensee
         shall not order or carry a greater stock of Microprocessors than may be
         necessary to satisfy its reasonably


<PAGE>



         foreseeable needs from time to time during the Term in producing STU's
         hereunder, and shall provide the Licensor with reasonable evidence
         thereof if so required from time to time.

8.4      Microprocessors supplied hereunder and used by the Licensee in the
         manufacture of STU's shall be so supplied at the price of (pound)2.00
         (two pounds sterling) plus Value Added Tax per Microprocessor.
         Microprocessors supplied hereunder and used by the Licensee in the
         manufacture of New Products shall be so supplied at a price equal to
         the Licensor's total supply cost (as notified to the Licensee from time
         to time). The Licensee shall pay for Microprocessors as and when
         consignments thereof are supplied to the Licensee, making each such
         payment prior to delivery of the consignment in question or within the
         30 (thirty) days thereafter.

8.5      The Licensor undertakes to the Licensee to use all reasonable
         endeavours to supply Microprocessors to the Licensee (if so ordered by
         the Licensee), given the placement of an order therefor at least one
         hundred and twenty (120) days in advance of the requested delivery
         date. If the Licensor is unable to fulfil any such order the Licensor
         shall supply to the Licensee at least one-third of all Microprocessors
         as are available to the Licensor at the requested delivery date.

8.6      The Licensor's obligations under this Clause 8 are subject to the
         Licensee's continued compliance in full with Clause 12 and Clause 8.4.

9.       IMPROVEMENTS

9.1      The Licensee shall forthwith disclose to the Licensor in confidence, as
         and when made, developed or acquired (and in such detail as the
         Licensor may reasonably require) all the Licensee's Improvements.

9.2      Insofar as the Licensee is able to grant the same, the Licensor shall
         have an irrevocable worldwide licence (free of any obligation to make
         royalty or other payments) during the Term to use and exploit all
         Improvements which the Licensee is required to disclose to the Licensor
         under Clause.

9.1      and to use and exploit all intellectual property rights in respect
         thereof owned by the Licensee and shall have the further right to grant
         sub-licences out of such licence.

9.3      The Licensor shall forthwith disclose to the Licensee in confidence, as
         and when made, developed or acquired (and in such detail as the
         Licensee may reasonably require) all the Licensor's Improvements.

9.4      Insofar as the Licensor is able to grant the same, the Licensee shall
         have a licence during the Term within the Territory in connection with
         the manufacture and Supply of STU's on the terms of Clause 2.1 to use
         all of the Licensor's Improvements and to use and exploit all
         intellectual property rights in respect thereof owned by the Licensor.

10.      LIABILITY OF LICENSOR FOR DEFAULTS

         The Licensor and its employees, agents, consultants and contractors
         shall not have (nor shall any of them have) any liability whatsoever to
         the Licensee for (and the Licensee shall keep the Licensor and its
         employees agents consultants and contractors and each of them
         indemnified


<PAGE>



         against) any losses, damages, claims, actions, proceedings, costs and
         expenses suffered or incurred by the Licensee or brought against the
         Licensee and any consequential loss or damage and any loss of profits
         or other economic loss suffered by the Licensee and any claim made
         against the Licensee by any third party to the extent due to or caused
         (whether directly or indirectly) by or arising from:-

10.1     any defect or inaccuracy in, or inadequacy of, any of the Know-How,
         procedures, plans, information, advice, or assistance provided by the
         Licensor under this Agreement; or

10.2     any default of the Licensor or its employees in connection with or in
         relation to the subject-matter of this Agreement.

11.      PRODUCT LIABILITY AND INDEMNITY

         11.1     The Licensee shall indemnify the Licensor and its directors
                  and employees, and keep them fully and effectively indemnified
                  against any and all losses, claims, damages, costs, charges,
                  expenses, liabilities, demands, proceedings and actions which
                  they (or any of them) may sustain or incur, or which may be
                  brought or established against them (or any of them) as a
                  result (whether direct or indirect) of or arising from :-

                  11.1.1   any action or omission of the Licensee or its
                           employees, agents or contractors in the performance
                           of its obligations or the exercise of any of its
                           rights under this Agreement; or

                  11.1.2   the death of or personal injury to any Person and/or
                           any loss or damage to any property and/or any other
                           loss or damage caused (whether directly or
                           indirectly) by reason of the Licensee manufacturing,
                           Supplying, offering to Supply, and/or agreeing to
                           Supply any STU or other article which:

                           (a)     is not of merchantable quality; or

                           (b)     is defective in any respect; or

                           (c)     is or may be injurious to the health or
                                   safety of any Person using or handling the
                                   STU or article in question for any reasonably
                                   foreseeable purpose; or

                           (d)     is or may be injurious to the property of any
                                   Person referred to in paragraph (c).

11.2     If so requested by the Licensor at any time, the Licensee shall use its
         best endeavours to effect and maintain in force throughout the
         continuance of this Agreement a policy of insurance in the joint names
         of the Licensor and the Licensee with a reputable insurance company
         approved by the Licensor at a level of cover first approved by the
         Licensor (such approval not to be unreasonably withheld) against any
         damages, liabilities, claims and costs arising from any of the causes
         events or circumstances referred to in Clause 11.1 and with an
         endorsement thereon that the insurer will not cancel the policy for any
         reason whatsoever without first giving to the Licensor not less than
         fourteen days notice in writing of its intention to cancel the policy
         and


<PAGE>


         also containing an endorsement that no act omission breach of warranty
         misrepresentation or non-disclosure by the Licensee will enable the
         insurer to avoid the policy in whole or in part against the Licensor.

11.3     The Licensor shall indemnify the Licensee and its directors and
         employees, and keep them fully and effectively indemnified against any
         and all losses, claims, damages, costs, charges, expenses, liabilities,
         demands, proceedings and actions which they (or any of them) may
         sustain or incur, or which may be brought or established against them
         (or any of them) as a result (whether direct or indirect) of or arising
         from :-

         11.3.1   any action or omission of the Licensor or its employees,
                  agents or contractors in the performance of its obligations or
                  the exercise of any of its rights under this Agreement; or

         11.3.2   the death of or personal injury to any Person and/or any loss
                  or damage to any property and/or any other loss or damage
                  caused (whether directly or indirectly) by reason of the
                  Licensor manufacturing, supplying, offering to supply, and/or
                  agreeing to supply any Microprocessor which:

                  (a)      is not of merchantable quality; or

                  (b)      is defective in any respect; or

                  (c)      is or may be injurious to the health or safety of any
                           Person using or handling the Microprocessor for any
                           reasonably foreseeable purpose; or

                  (d)      is or may be injurious to the property of any Person
                           referred to in paragraph (c).

12.      ROYALTIES

12.1     In consideration of the rights and facilities hereby granted to the
         Licensee, the Licensee shall pay to the Licensor a royalty, paid and
         calculated as set out in Clauses 12.2 and 12.3.

12.2     Payment of the Royalty shall be made by reference to the Supply of
         STU's by or on behalf of the Licensee, and shall be paid at the rate
         (applicable throughout the Term) of 59.14% of the average sales price
         of the Licensor for an equivalent STU excluding any Sales Tax and Value
         Added Tax for the preceding completed quarter (such calculation not to
         include the Licensor's prices for part exchange of STU's undertaken by
         the Licensor in respect of STU's which no longer meet legal
         requirements) ("Average Price"). The Licensor shall notify the Licensee
         of the Average Price of the quarter immediately preceding the
         Commencement Date within 21 days of the Commencement Date and for each
         subsequent quarter, within 21 days of the end of each such quarter.

12.3     The Licensor shall permit the Licensee (or the Licensee's 
         representatives) within business hours during the Term and at any time
         or times during the two years following the Termination Date and on not
         less than forty-eight hours prior notice to inspect the Licensor's
         records relating to the calculation of the Average Price referred to in
         Clause 12.2 to the extent necessary and solely for the purpose of
         verifying the Average Price.


<PAGE>



12.4     The Royalty shall be paid on a monthly basis throughout the Term,
         payment to be made in respect of all STU's supplied during each month
         within 30 (thirty) days after the end of that month. With each such
         payment the Licensee shall provide a statement showing the Royalty due
         and giving full details of its calculation.

12.5     Payment of Royalties, and payments due under Clause 8.4, shall be made
         in Pounds Sterling to such account or place in the United Kingdom and
         in such manner as the Licensor may from time to time direct.

13.      OVERDUE PAYMENTS

         In the event of default by the Licensee in payment within the relevant
         period specified in this Agreement of any Royalties or any other sum
         due to the Licensor under this Agreement then (without prejudice to the
         Licensor's other rights and remedies) the Licensee shall on demand pay
         to the Licensor interest at the Interest Rate on such sum from the date
         of expiration of the relevant period up to the date of actual payment
         (as well after as before any judgement).

14.      REPORTING PROCEDURES

14.1     The Licensee shall supply to the Licensor in respect of each calendar
         month a production, Supply and inventory analysis in the form required
         by the Licensor in respect of STU's manufactured by or on behalf of the
         Licensee, the analysis for each calendar month to be supplied within 30
         days after the end of that calendar month.

14.2     The Licensee shall within three months after the end of each Year of
         this Agreement deliver to the Licensor a statement in a form approved
         by the Licensor and certified by two directors of the Licensee showing
         the quantity of all STU's made and quantity of STU's Supplied by the
         Licensee during the Year of this Agreement just ended.

14.3     The Licensee shall maintain at its principal place of business full and
         accurate records relating to the manufacture and Supply of STU's by the
         Licensee and shall retain all supporting records, invoices, vouchers,
         receipts and other documents for the last two years at least, and for
         at least two years after the Termination Date shall preserve the said
         books of account and the supporting records, invoices, vouchers,
         receipts and other documents relating to the two years preceding the
         Termination Date.

14.4     The Licensee shall permit the Licensor (or the Licensor's authorised
         representatives) within business hours during the Term and at any time
         or times during the two years following the Termination Date and on not
         less than forty-eight hours prior notice to inspect the records
         referred to in Clause 14.3 to the extent necessary and solely for the
         purpose of verifying the amount of Royalties payable by the Licensee
         under Clause 12.

15.      TAXES

15.1     The Licensee shall be entitled to deduct from the Royalties payable to
         the Licensor under Clause 12 and pay over to the revenue authorities in
         the Territory such taxes (if any) as the Licensee may be required under
         UK or Eire law to deduct on remission of the Royalties to the Licensor.


<PAGE>



         The Licensee shall provide such documentary evidence as the Licensor
         may reasonably require that the amount so deducted has been paid over
         to the relevant revenue authorities in the Territory, and to give the
         Licensor all the assistance and information that the Licensor may
         reasonably require in the Licensor's endeavours to obtain a set-off or
         credit in respect of such deductions.

15.2     The Licensee shall permit the Licensor (or the Licensor's authorised
         representatives) within business hours during the Term and at any time
         or times during the two years following the Termination Date and on not
         less than forty-eight hours notice to inspect its financial records to
         the extent necessary and for the sole purpose of verifying the amounts
         payable to or recoverable by the Licensor under this Clause 15.

16.      MAINTENANCE OF PATENTS

         The Licensor shall during the Term pay all renewal fees for the
         Patents.

17.      WARRANTIES

         The Licensor hereby warrants and represents that it is not aware that
         the Patents are invalid, or that the manufacture, use and/or Supply of
         STU's, the use of the Know-How, and/or the exploitation of the Patents,
         Ancillary Rights or any of them by the Licensee hereunder (and in
         strict accordance with the terms and conditions hereof) would infringe
         the rights of any third party, but no further or other warranty or
         representation is given by the Licensor.

18.      INFRINGEMENTS AND INDEMNITY

18.1     The Licensee shall forthwith notify the Licensor in writing of any
         infringement or suspected or threatened infringement of the Patents (or
         either of them) or any of the Ancillary Rights or any unauthorised use
         of the Know-How which shall at any time come to its knowledge.

18.2     The Licensor shall be entitled in its sole discretion to decide whether
         or not to take any steps (including any proceedings) as may be
         necessary to prevent or restrain any infringement by a third party of
         either Patent or any of the Ancillary Rights or any unauthorised use by
         any third party of the Know-How. The Licensee shall provide or procure
         the provision of such assistance in taking such steps (including any
         proceedings) as the Licensor shall reasonably require (subject to the
         Licensor reimbursing the Licensee for any costs and expenses it may
         incur in providing such assistance). The Licensor shall be entitled to
         retain any award of damages or other compensation obtained as a result
         of any steps (including any proceedings) taken by the Licensor pursuant
         to this Clause 18.2.

18.3     If any claim is made against the Licensee on the grounds that the use
         or exploitation by the Licensee of the Patents (or either of them) or
         any of the Ancillary Rights or any of the Know-How infringes the
         rights of any third party, the Licensee shall forthwith notify the
         Licensor of the same and the Licensor shall indemnify and keep
         indemnified the Licensee against any and all losses, claims, damages,
         costs, charges, expenses, liabilities, demands proceedings and actions
         (including for the avoidance of doubt proper and reasonable legal fees
         and expenses) which may be sustained or incurred by the Licensee or
         which may be brought or established against it arising from any such
         claim, provided that:-


<PAGE>



         18.3.1   the Licensee allows the Licensor to control the defence and 
                  settlement of the claim; and

         18.3.2   the Licensee makes no admission or settlement in respect of
                  the claim without the Licensor's consent.

19.      CONFIDENTIALITY AND OTHER PROTECTION

19.1     The Licensee undertakes :-

         19.1.1   to keep secret and treat as confidential and to ensure that
                  its employees, agents, and sub-contractors keep secret and
                  treat as confidential all of the Know-How, all of the
                  Licensor's Improvements, all of the Technical Documentation,
                  all of the design verification procedures, test and trials
                  procedures and quality plans, and all other information,
                  documentation and advice supplied by the Licensor pursuant to
                  the terms of, or in the course of performance of, this
                  Agreement (including all of the same that has been supplied
                  prior to the date of this Agreement); and

         19.1.2   not to use any of the Know-How, the Licensor's Improvements,
                  the Technical Documentation, procedures and plans or any other
                  information, documentation and advice referred to in Clause
                  19.1.1 except as permitted by this Agreement; and

         19.1.3   only to disclose the Know-How, the Licensor's Improvements,
                  the Technical Documentation, procedures, plans and other
                  information, documentation and advice referred to in Clause
                  19.1.1 to those of the Licensee's employees who need to know
                  the same for the fulfilment of their duties to the Licensee
                  and have been made aware that the same is confidential
                  information of the Licensor.

19.2     The Licensee undertakes to keep secret and treat as confidential the
         contents of this Agreement and the content of any records of the
         Licensor inspected pursuant to Clause 12.3. If at any time during the
         Term the Licensee disputes or directly or indirectly assists any third
         party to dispute the validity of the Patents (or either or them) or any
         of the claims thereof, or the secrecy or substantiality of the
         Know-How, the Licensor shall be entitled at any time thereafter by
         notice in writing to the Licensee forthwith to terminate this
         Agreement.

19.3     The Licensor undertakes to keep secret and treat as confidential the
         content of any records of the Licensee inspected pursuant to Clauses
         14.4 and 15.2. The Licensor undertakes to keep secret and treat as
         confidential all of the Licensee's Improvements communicated to the
         Licensor and (save as aforesaid) not to use any of the same except as
         permitted by this Agreement and to ensure that its employees, agents,
         subsidiaries and sub-contractors do likewise.

19.4     The obligations under Clauses 19.1 and 19.3 shall not extend to any 
         Know-How, Improvements, Technical Documentation, procedures, plans or
         other information, documentation or advice which the Party to whom the
         same shall have been disclosed ("the recipient") can demonstrate:-

         19.4.1   is in the public domain or has ceased to be secret (otherwise
                  than as a result of disclosure by the recipient or any of its
                  officers, employees, agents, contractors or representatives);


<PAGE>


 
         19.4.2   is required to be disclosed pursuant to any Order of a Court
                  of competent jurisdiction (but only for the purpose of such
                  disclosure);

         19.4.3   is contained in a published patent specification;

         19.4.4   is required to be disclosed pursuant to any statute,
                  regulation or ordinance or under any laws or regulations of
                  the European Community (but only for the purpose of
                  disclosure);

         19.4.5   is (at the time the recipient seeks to disclose or use the
                  same) already in the possession of the recipient free from any
                  obligation of confidentiality and has not been acquired by the
                  recipient in breach of any obligation of confidentiality; or

         19.4.6   has been disclosed to the recipient under an express written
                  statement that it is not confidential.

19.5     The following acts shall not be deemed to be a breach of the
         obligations contained in Clauses 19.1 and 19.3 in relation to the
         disclosure of any Know-How, Improvements, Technical Documentation,
         procedures, plans, or other information, documentation or advice by the
         recipient:-

         19.5.1   disclosure occurring in the ordinary course of manufacture of
                  STU's by the recipient;

         19.5.2   disclosure occurring in the ordinary course of the Supply of 
                  STU's by the recipient;

         19.5.3   disclosure by the recipient to its customers for STU's; or

         19.5.4   disclosure by reproduction of drawings in advertising
                  literature, instruction books and spare parts lists

         Provided that (in each case) any disclosure is made bona fide and to no
         greater degree than is necessary in the circumstances, is made under
         conditions of confidence wherever commercially practicable, and is made
         with a view to promoting the Supply or use of STU's.

19.6     Any information communicated to a Party under this Agreement may, with
         the prior written permission of the Party which communicated that
         information, be disclosed by the former to any sub-contractor appointed
         by it to manufacture STU's or components for STU's provided that the
         disclosing Party procures that such disclosure is limited to such
         officers or employees of the sub-contractor as cannot properly fulfil
         their duties to the sub-contractor without such disclosure and who
         undertake in writing to keep such information confidential.

20.      DURATION AND TERMINATION

20.1     This Agreement shall come into effect on the Commencement Date and,
         unless terminated earlier in accordance with the provisions of this
         Agreement, shall continue in force for the Term.

20.2     The Licensor shall be entitled to terminate this Agreement by notice in
         writing to the Licensee having immediate effect :-



<PAGE>



         20.2.1   if the Licensee fails to pay any amount due to the Licensor
                  under this Agreement within thirty (30) days after written
                  notice from the Licensor notifying the Licensee that a payment
                  is overdue and requiring that payment be made;

         20.2.2   if a Court makes an administration order with respect to the
                  Licensee or any composition in satisfaction of the debts of,
                  or a scheme of arrangement of the affairs of, the Licensee or
                  if the Licensee undergoes any comparable procedure under the
                  laws of any competent jurisdiction;

         20.2.3   if the Licensee enters into liquidation (not being a voluntary
                  liquidation for the purposes only of reconstruction or
                  amalgamation on terms first approved by the Licensor, such
                  approval not to be unreasonably withheld) or is declared
                  insolvent or bankrupt or makes an assignment or other
                  arrangement for the benefit of its creditors or has an
                  administrative receiver appointed to it or has a receiver or
                  manager of its assets or a material part thereof appointed, or
                  undergoes any comparable procedure under the laws of any
                  competent jurisdiction;

         20.2.4   if control (as defined in Section 435(10) of the Insolvency
                  Act 1986) or the power to take control of the Licensee is
                  acquired by any person or group of associates (as defined in
                  that Section) not having control of the Licensee at the date
                  of this Agreement unless such event occurs with the prior
                  consent in writing of the Licensor; or

         20.2.5   in the event of any material breach by the Licensee of any of
                  its obligations under a certain "Stock Purchase Agreement"
                  between Numerex Corporation (1) and the Licensee (2), of even
                  date herewith, which is not remedied with a period of thirty
                  (30) days after service of a written notice by Numerex
                  Corporation, requiring such remedy.

20.3     If either Party is :-

         20.3.1   in breach of any material obligation binding on it under this
                  Agreement which is incapable of remedy; or

         20.3.2   in breach of any other obligation binding on it under this
                  Agreement which has not been remedied by such Party within
                  thirty (30) days after written notice from the other Party
                  specifying the breach and requiring it to be remedied, the
                  Party not in breach may forthwith terminate this Agreement by
                  notice in writing to the other Party.

         20.4.1   If at any time the Licensee is, in the Licensor's opinion,
                  operating in a manner which would give, or has given, rise to
                  a right of any Person to apply for and be granted a
                  compulsory licence under the Patents (or either of them), the
                  Licensor shall have the right (in addition to any other remedy
                  it may possess) to serve on the Licensee a notice in writing
                  requiring the Licensee within 28 days to take such steps as
                  may be necessary to prevent such right from arising or to
                  nullify such right.

         20.4.2   A notice given under Clause 20.4.1 shall be deemed withdrawn
                  if the Licensee shall within 28 days after the date of such
                  notice produce evidence satisfactory to the Licensor
                  establishing that no such right to a compulsory licence has
                  arisen or (if it has arisen) that the Licensee has taken such
                  steps as may be necessary to nullify such right.



<PAGE>



         20.4.3   If a notice given under Clause 20.4.1 is not deemed to be
                  withdrawn under Clause 20.4.2, the Licensor shall be entitled
                  at any time after the expiration of such notice by notice in
                  writing to the Licensee forthwith to terminate this Agreement.

20.5     Any termination of this Agreement shall be without prejudice to any
         rights accrued in favour of either Party in respect of any breach
         committed prior to the date of such termination by the other Party
         including (without limitation) the breach giving rise to termination.

21.      CONSEQUENCES OF TERMINATION

21.1     Termination of this Agreement for any reason shall not bring to an 
         end:-

         21.1.1   the confidentiality obligations of the Parties; or

         21.1.2   the Licensee's obligations to pay Royalties or any other sum
                  which may be or shall have accrued due under this Agreement;
                  or

         21.1.3   the obligations of both Parties set out in this Agreement to
                  indemnify the other Party in relation to events giving rise to
                  the liability to indemnify occurring prior to the Termination
                  Date.

21.2     With effect from the Termination Date all the licences granted to the
         Licensee hereunder or pursuant hereto shall be at an end and the
         Licensee shall cease carrying on (and shall not thereafter carry on)
         those activities permitted by this Agreement for which it would require
         the licence or consent of the Licensor, save as provided in Clause
         22.3.

21.3     Notwithstanding the expiration of the Term or the determination of this
         Agreement under any of its provisions, all the provisions of this
         Agreement which are expressed to have effect on and/or after the
         expiration of the Term or determination of this Agreement shall survive
         the expiration of the Term or the determination of this Agreement and
         shall be deemed to remain in full force and effect.

22.      DISPOSAL OF MATERIALS ON TERMINATION

22.1     Upon the expiration of the Term or sooner determination of this 
         Agreement, the Licensee shall:-

         22.1.1   at its own cost promptly deliver up to the Licensor, or
                  otherwise dispose of as the Licensor may instruct, all
                  Technical Documentation and all other documentation and papers
                  supplied to the Licensee by the Licensor or DAL and all copies
                  thereof and notes and extracts taken therefrom by the
                  Licensee; and

         22.1.2   destroy all catalogues, advertising and promotional material,
                  stationery and materials of any sort relating to STU's and
                  shall supply to the Licensor within twenty-eight days after
                  the Termination Date a certificate signed by two directors of
                  the Licensee as to the destruction of all such catalogues,
                  advertising and promotional material, stationery and other
                  materials.



<PAGE>



22.2     The Licensor shall have the right to purchase any unused
         Microprocessors at a price equal to that paid therefor by the Licensee
         to the Licensor under Clause 8.4.

22.3     The Licensee shall have the right to sell or otherwise dispose of all
         its remaining stock of STU's, save as provided in Clause 22.4.

22.4     At the expiration of the period of 9 months following the Termination
         Date, the Licensee shall at its own cost and in accordance with the
         directions of the Licensor destroy all STU's then held in stock by it
         and shall supply to the Licensor a certificate signed by two directors
         of the Licensee as to the destruction of all such STU's.

22.5     The Licensee shall bear any loss which the Licensee may incur or suffer
         by reason of the Supply, disposal and destruction of STU's and
         Microprocessors in accordance with the provisions of this Clause 22.

23.      VALUE ADDED TAX

         All sums payable to the Licensor under this Agreement are stated
         exclusive of Value Added Tax which shall (where applicable) be paid by
         the Licensee in addition to such sums at the rate in force at the due
         time for payment subject to the Licensor either supplying a VAT invoice
         to the Licensee or informing the Licensee of its VAT registration
         number.

24.      FURTHER ASSURANCE

         Each of the Parties shall do execute and perform and shall procure to
         be done executed and performed all such further acts deeds documents
         and things as the other Party may reasonably require from time to time
         to give full effect to the terms of this Agreement.

25.      NO PARTNERSHIP

         Nothing in this Agreement shall be taken to constitute a partnership
         between the Parties nor the appointment of one of the Parties as the
         agent of the other.

26.      FORCE MAJEURE

         Neither Party shall be in breach of this Agreement if there is any
         total or partial failure or performance by it of its duties and
         obligations under this Agreement occasioned by any cause
         beyond the control of either Party. If either Party is unable to
         perform its duties and obligations under this Agreement as a direct
         result of the effect of one or more of such causes such Party shall
         give written notice to the other of such inability stating the cause in
         question. The operation of this Agreement shall be suspended during the
         period (and only during the period) in which the cause continues to
         have effect. Forthwith upon the cause ceasing to have effect the Party
         relying upon it shall given written notice thereof to the other. If the
         causes continues to have effect for a period of more than 60 days the
         Party not claiming relief under this Clause shall have the right to
         terminate this Agreement upon giving 30 days written notice of such
         termination to the other Party, but such notice shall not take effect
         if the other Party gives notice within that period that the cause has
         ceased to prevent the operation of this Agreement.



<PAGE>



27.      SEVERANCE

         If at any time any provision of this Agreement is or becomes invalid or
         illegal in any respect:

27.1     such provision shall be deemed to be severed from this Agreement but
         the validity, legality and enforceability of the remaining provisions
         of this Agreement shall not be affected or impaired thereby; and

27.2     the Parties shall negotiate in good faith and use their best endeavours
         to agree to the minimum necessary changes to this Agreement to replace
         the invalid, illegal or unenforceable provisions. In the event that the
         Parties are unable to arrive at a binding agreement as to any such
         changes within 30 days of the said provisions being declared invalid,
         illegal or unenforceable, a barrister of 10 years standing who is a
         specialist in the field shall be chosen and appointed jointly by the
         Parties (on a shared cost basis) to develop a substitute provision or
         provisions which are valid, legal and enforceable and which have an
         economic effect on the Parties as close to the economic effect of the
         invalid, illegal or unenforceable provisions as is possible. The
         barrister shall have the authority to modify other provisions of this
         Agreement which are valid, legal and enforceable as necessary to
         implement the foregoing changes. Such new provision or provisions and
         any existing provisions so modified shall be binding on both the
         Parties.

28.      APPLICABLE LAW

28.1     This Agreement shall be deemed to have been made in England and English
         law shall govern:-

         28.1.1   its existence and validity;

         28.1.2   its interpretation;

         28.1.3   its performance;

         28.1.4   within the limits of the powers of the Courts of England by
                  its procedural law, the consequences of its breach; and

         28.1.5   the various ways of extinguishing obligations under it and 
                  limitation of actions arising from it or its breach.

28.2     Each Party submits to the exclusive jurisdiction of the Supreme Court
         of Judicature of England, waives personal service of any proceedings,
         and agrees that service on it of proceedings may be effected by
         registered mail to its address for service referred to in Clause 30 of
         this Agreement.

28.3     Nothing contained in this Clause 28 shall affect the right to serve 
         process in any other manner permitted by law.

29.      COUNTERPARTS

         This Agreement may be executed in two counterparts, each of which shall
         be deemed to be an original, and which together shall constitute one
         and the same Agreement. Unless otherwise 



<PAGE>


              
         provided in this Agreement, this Agreement shall be dated (and each
         counterpart shall be dated) on the date on which a counterpart of this
         Agreement is signed by the last of the Parties to execute this
         Agreement.

30.      NOTICES

30.1     Any notice required to be given under this Agreement shall be 
         sufficiently given:-

         30.1.1   if delivered personally; or

         30.1.2   if sent by reputable air courier for next-day delivery; or

         30.1.3   if sent by facsimile copier or other electronic means of
                  communication with confirmation by letter despatched by
                  reputable air courier for next-day delivery by the close of
                  business on the next following business day (in which case,
                  the effective notice shall be that sent by facsimile copier or
                  other electronic means; not the confirmatory letter).

         The words "in writing" whenever contained in this Agreement shall be
         deemed to include any communication sent by any of such means.

30.2     Any notice which is sent or dispatched in accordance with this 
         Clause 29 shall be deemed to have been received by the addressee:-

         30.2.1   if delivered personally, at the time of delivery;

         30.2.2   in the case of a notice sent by reputable air courier, 48
                  hours after the envelope containing the notice was delivered
                  to the courier company with appropriate instructions for
                  next-day delivery; and

         30.2.3   in the case of a notice sent by facsimile copier or other
                  electronic means of communication, if the notice was sent
                  during the business hours of the addressee then on the day of
                  transmission; otherwise on the next following business day.

         In proving service by post it shall be necessary to prove only that the
         notice was sent or despatched and that the notice was contained in an
         envelope properly addressed, stamped first class and delivered to the
         postal authorities for the purpose of recorded delivery. In proving
         service by facsimile copier or other electronic means of communication
         it shall be necessary to prove only that the confirmatory letter was
         sent or despatched in accordance with this Clause 30.

30.3     For the purposes of this Clause 30, a "business day" means a day (other
         than a Saturday) on which the clearing banks in the United Kingdom are
         open for business and "business hours" means the hours of 9 a.m. to
         5.30 p.m. local time in United Kingdom.

30.4     Any notice required to be given under this Agreement shall be sent:-



<PAGE>


         30.4.1   to the Licensor at:

                  Unit B7, Armstrong Mall,
                  Southwood Summit Centre,
                  Farnborough, Hants GU14 0NR
                  Facsimile No: (01252) 371166
                  For the attention of : Managing Director

         30.4.2   to the Licensee at:

                  130 Perinton Parkway,
                  Fairport, New York 14450, USA
                  Facsimile No: (716) 421-4288
                  For the attention of: President

         or to such other address or facsimile number as may be notified in
         writing from time to time by either Party to the other.

31.      WAIVERS

         A failure by any Party to exercise and any delay forbearance or
         indulgence by any Party in exercising any right, power or remedy under
         this Agreement shall not operate as a waiver of that right, power or
         remedy or preclude its exercise at any subsequent time or on any
         subsequent occasion. The single or partial exercise of any right, power
         or remedy shall not preclude any other or further exercise of that
         right, power or remedy or the exercise of any other right, power or
         remedy. No custom or practice of the Parties at variance with the terms
         of this Agreement shall constitute a waiver of the rights of any Party
         under this Agreement. The rights, powers and remedies provided in this
         Agreement are cumulative and not exclusive of any rights, powers or
         remedies provided by law.

32.      ENTIRE AGREEMENT

32.1     This Agreement:-

         32.1.1   constitutes the entire agreement and understanding between the
                  Parties with respect to the subject matter of this Agreement;
                  and

         32.1.2   (in relation to such subject matter) supersedes all prior
                  discussions, understandings and agreements between the Parties
                  and their agents (or any of them) and all prior
                  representations and expressions of opinion by any Party (or
                  its agent) to any other Party (or its agent).

32.2     Except as expressly incorporated in this Agreement, all conditions,
         warranties, guarantees, representations and understandings with respect
         to the subject matter of this Agreement are hereby excluded.


<PAGE>


AS WITNESS the hands of the Parties or their duly authorised representatives on
the date written on page 1 of this Agreement.

                                  THE SCHEDULE

The BLU STU family of Subscriber Terminal Units are distinguished by the use,
within the units, of mechanical switches incorporated into the input trigger
circuits. These switches permit the inversion of the electrical input to any
individual input port, irrespective of the data pre-programmed in the local
non-volatile memory device by the customer. The feature is of value in
facilitating on-site changes to be effected during the unit installation
process.

SIGNED by K.F. MANSER       )                         /s/ K. F. Manser
a Director duly authorised  )
for and on behalf of        )
BRONZEBASE LIMITED          )
in the presence of):-       )

Witness Name: /s/ Richard Watkins
Address:
Occupation:

SIGNED by KARL KOSTUSIAK         )                    /s/ Karl Kostusiak
the President duly authorised    )
for and on behalf of             )
DETECTION SYSTEMS, INC.          )
in the presence of :-            )

Witness Name:
Address:
Occupation:


<PAGE>