FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark  One)
[  X  ]     QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
                             EXCHANGE ACT  OF  1934

                    For the quarter ended September 30, 2002

                                       OR

[    ]     TRANSITION  REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
                             EXCHANGE ACT  OF  1934

             For the transition period from __________ to __________


                  Commission  File  Number              1-12727
                                                       ----------


                            SENTRY  TECHNOLOGY  CORPORATION
                            -------------------------------
                (Exact name of registrant as specified in its charter)


          Delaware                                        96-11-3349733
         ----------                                       -------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation  or organization)                        Identification No.)

          350  Wireless  Boulevard,  Hauppauge,  New  York   11788
       ---------------------------------------------------------------
         (Address  of  principal  executive  offices)    (Zip Code)

                              631-232-2100
                              ------------
              (Registrant's telephone number, including area code)


    (Former name, former address and former fiscal year, if changed since last
                                     report)


Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Section  13  or  15  (d)  of
the  Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter  period  that  the  registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

Yes     X          No
        -


As  of  November  14,  2002,  there  were  78,043,872  shares  of  Common  Stock
outstanding.

<PAGE>


                          SENTRY TECHNOLOGY CORPORATION
                          -----------------------------
                                      INDEX
                                      -----

                                                               Page  No.
                                                               ---------

PART  I.   FINANCIAL  INFORMATION
---------------------------------

Item  1.     Financial  Statements  (Unaudited)

     Consolidated  Balance  Sheets  --
     September  30,  2002  and  December  31,  2001                3

     Condensed  Consolidated  Statements  of  Operations  --
     Three  Months  Ended  September  30,  2002  and  2001
     and  Nine  Months  Ended  September  30,  2002  and  2001     4

     Condensed  Consolidated  Statements  of  Cash  Flows  --
     Nine  Months  Ended  September  30,  2002  and  2001          5

     Notes  to  Condensed  Consolidated  Financial
     Statements  -  September  30,  2002                        6  -  9


Item  2.     Management's  Discussion  and  Analysis  of
     Financial  Condition  and  Results  of  Operations         9  -  12



PART  II.   OTHER  INFORMATION
------------------------------

Item  6.     Exhibits  and  Reports  on  Form  8-K                13


Signatures                                                        13


                                      - 2 -

<PAGE>


PART  I  -  FINANCIAL  INFORMATION

Item  1.     Financial  Statements

The  Company's independent public accounting firm did not complete its review of
the  condensed  consolidated  financial  statements included herein prior to the
deadline  for  filing this Form 10-Q, as required by Rule 10-01(d) of Regulation
s-x  promulgated  under  the  Securities  Exchange  Act  of  1934,  as  amended.

<TABLE>
<CAPTION>

SENTRY  TECHNOLOGY  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
(In  thousands)

<S>                                                            <C>              <C>
                                                               September 30,    December 31,
                                                                         2002            2001
                                                               ---------------  --------------

ASSETS
-------------------------------------------------------------
CURRENT ASSETS
  Cash and cash equivalents . . . . . . . . . . . . . . . . .  $          529   $         423
  Accounts receivable, less allowance for doubtful
     accounts of $639 and $763, respectively. . . . . . . . .           1,899           2,713
  Inventories . . . . . . . . . . . . . . . . . . . . . . . .           3,721           4,740
  Prepaid expenses and other current assets . . . . . . . . .             301             399
                                                               ---------------  --------------
    Total current assets. . . . . . . . . . . . . . . . . . .           6,450           8,275

PROPERTY, PLANT AND EQUIPMENT, net. . . . . . . . . . . . . .           2,674           2,962
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .             355             324
                                                               ---------------  --------------

                                                               $        9,479   $      11,561
                                                               ===============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------------------------------
CURRENT LIABILITIES
  Revolving line of credit and term loan. . . . . . . . . . .  $        2,248   $       2,599
  Accounts payable. . . . . . . . . . . . . . . . . . . . . .           2,191           1,153
  Accrued liabilities . . . . . . . . . . . . . . . . . . . .           1,510           1,864
  Obligations under capital leases -
     current portion. . . . . . . . . . . . . . . . . . . . .             112             121
  Deferred income . . . . . . . . . . . . . . . . . . . . . .             421             303
                                                               ---------------  --------------
    Total current liabilities . . . . . . . . . . . . . . . .           6,482           6,040

OBLIGATIONS UNDER CAPITAL LEASES -
  non-current portion . . . . . . . . . . . . . . . . . . . .           2,578           2,630
                                                               ---------------  --------------
    Total liabilities . . . . . . . . . . . . . . . . . . . .           9,060           8,670

SHAREHOLDERS' EQUITY
  Common stock. . . . . . . . . . . . . . . . . . . . . . . .              78              62
  Additional paid-in capital. . . . . . . . . . . . . . . . .          44,521          44,403
  Accumulated deficit . . . . . . . . . . . . . . . . . . . .         (44,057)        (41,574)
  Note receivable from shareholder                                       (123)            ---
                                                               ---------------  --------------
    Total shareholders' equity. . . . . . . . . . . . . . . .             419           2,891
                                                               ---------------  --------------
                                                               $        9,479   $      11,561
                                                               ===============  ==============


See notes to the condensed consolidated financial statements.
</TABLE>

<PAGE>


SENTRY  TECHNOLOGY  CORPORATION
CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
 (In  thousands,  except  per  share  data)

<TABLE>
<CAPTION>
                                                             Three  Months  Ended         Nine Months Ended
                                                                September  30,              September  30,
                                                             --------------------        -------------------
                                                               2002        2001            2002         2001
                                                               ----        ----            ----         ----
<S>                                                          <C>         <C>              <C>          <C>
REVENUES. . . . . . . . . . . . . . . . . . . . . . . . . . .$ 3,425     $ 4,329          $11,348      $13,004

COSTS AND EXPENSES:
  Cost of sales . . . . . . . . . . . . . . . . . . . . . . .  1,884       2,219            5,591        6,713
  Customer service expenses . . . . . . . . . . . . . . . . .    977       1,174            3,310        3,327
  Selling, general and administrative expenses. . . . . . . .  1,389       1,417            4,139        4,334
  Research and development. . . . . . . . . . . . . . . . . .    119         107              415          490
                                                              ------     -------         --------      --------

                                                               4,369       4,917           13,455       14,864
                                                              ------     -------         --------     --------

OPERATING LOSS. . . . . . . . . . . . . . . . . . . . . . . .   (944)       (588)          (2,107)      (1,860)

INTEREST EXPENSE. . . . . . . . . . . . . . . . . . . . . . .    104         129              376          412
                                                              ------     -------         --------     --------

LOSS BEFORE INCOME TAXES. . . . . . . . . . . . . . . . . . . (1,048)       (717)          (2,483)      (2,272)

INCOME TAXES                                                     ---         ---              ---          ---
                                                              ------     -------         --------     --------

NET LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . (1,048)       (717)          (2,483)      (2,272)

PREFERRED STOCK DIVIDENDS                                        ---         ---              ---           25

RETURN TO COMMON SHAREHOLDERS FROM
     REDEMPTION OF PREFERRED STOCK                               ---         ---              ---       27,198
                                                              ------     -------         --------     --------

NET INCOME (LOSS) ATTRIBUTED TO
     COMMON SHAREHOLDERS. . . . . . . . . . . . . . . . . . . $(1,048)   $  (717)         $(2,483)     $24,901
                                                              ========   ========         ========    ========

NET INCOME (LOSS) PER COMMON SHARE
  Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (0.01)  $ (0.01)         $ (0.04)     $  0.41
                                                               ========  ========         ========     ========
  Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (0.01)  $ (0.01)         $ (0.04)     $  0.41
                                                               ========  ========         ========     ========

WEIGHTED AVERAGE COMMON SHARES
  Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .   78,044    61,468           70,243       60,127
                                                               ========  ========         ========     ========
  Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .   78,044    61,468           70,243       61,298
                                                               ========  ========         ========     ========

See notes to the condensed consolidated financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

SENTRY  TECHNOLOGY  CORPORATION
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(In  thousands)

                                                                         Nine Months Ended
                                                                           September 30,
                                                                   -----------------------------
<S>                                                                <C>               <C>
                                                                           2002          2001
                                                                   -------------     -----------


CASH FLOWS FROM OPERATING ACTIVITIES:
-----------------------------------------------------------------
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (2,483)    $   (2,272)
  Adjustments to reconcile net loss
     to net cash provided by (used in) operating activities:
     Depreciation and amortization. . . . . . . . . . . . . . . .            359            401
     Provision for bad debts. . . . . . . . . . . . . . . . . . .            (39)            41
  Changes in operating assets and liabilities:
     Accounts receivable. . . . . . . . . . . . . . . . . . . . .            853           (310)
     Inventories. . . . . . . . . . . . . . . . . . . . . . . . .          1,019            902
     Accounts payable and accrued liabilities . . . . . . . . . .            684         (1,177)
     Other, net . . . . . . . . . . . . . . . . . . . . . . . . .            190             80
                                                                   --------------    -----------

    Net cash provided by (used in) operating activities . . . . .            583         (2,335)
                                                                   --------------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment, net. . . . . . . . .            (64)           (67)
  Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . .            (12)           (21)
                                                                   --------------    -----------

    Net cash used in investing activities . . . . . . . . . . . .            (76)           (88)
                                                                   --------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under the revolving line of credit and term loan           (351)          (434)
  Repayment of obligations under capital leases . . . . . . . . .            (61)          (109)
  Proceeds from sale of stock, net. . . . . . . . . . . . . . . .             14          2,370
  Receivable from stock sale                                                  (3)           ---
                                                                   --------------    -----------

    Net cash provided by (used in) financing activities . . . . .           (401)         1,827
                                                                   --------------    -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . .            106           (596)

CASH AND CASH EQUIVALENTS, at beginning of period . . . . . . . .            423            927
                                                                   --------------    -----------
CASH AND CASH EQUIVALENTS, at end of period . . . . . . . . . . .  $         529     $      331
                                                                   ==============    ===========


See notes to the condensed consolidated financial statements.

</TABLE>

<PAGE>

SENTRY  TECHNOLOGY  CORPORATION
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002


NOTE  A  --  Basis  of  Presentation
------------------------------------
Sentry  Technology  Corporation  ("Sentry"),  a  Delaware  Corporation,  was
established  to effect the merger of Knogo North America Inc. ("Knogo N.A.") and
Video  Sentry Corporation ("Video Sentry") which was consummated on February 12,
1997 (the "Effective Date").  The merger resulted in Knogo N.A. and Video Sentry
becoming  wholly-  owned  subsidiaries  of  Sentry.  The  consolidated financial
statements  include  the accounts of Sentry and its majority-owned subsidiaries.
All  intercompany  accounts  and  transactions  have  been  eliminated  in
consolidation.

The  consolidated  financial  statements  are  unaudited.  In  the  opinion  of
management,  all  adjustments,  consisting  of  normal  recurring  adjustments
necessary  for  a fair presentation of the financial information for the periods
indicated,  have  been included.  Interim results are not necessarily indicative
of  results  for  a  full  year.  These  financial  statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included  in  Sentry's Annual Report to Stockholders on Form 10-K for the fiscal
year  ended  December  31,  2001,  as  filed  with  the  Securities and Exchange
Commission.

Certain prior period amounts have been reclassified to conform to current period
presentation.


NOTE  B  --  Investment  by  Dialoc  ID  Holdings  B.V.
-------------------------------------------------------
On  January  8,  2001,  Dialoc ID Holdings B.V. ("Dialoc ID"), formerly known as
Dutch  A&A  Holding, B.V., acquired 23,050,452 shares of our common stock for $3
million,  of  which  $1 million was paid in January 2001, $1 million was paid on
April 30, 2001 and the remaining $1 million was paid on August 31, 2001.  Dialoc
ID  is a Netherlands company which, through its subsidiaries, is in the business
of  development,  manufacture,  sale  and  distribution  of  various  kinds  of
identification,  access  control  and anti-theft electronic article surveillance
systems  and  accessories.  Concurrent  with  the  share purchase agreement, the
Company  entered  into  a  distribution  agreement  with  Dialoc ID allowing the
Company access to new products of Dialoc ID and allowing Dialoc ID access to the
Company's  products  for  an  initial  period  of  not  less  than  two  years.

As of January 8, 2001, Dialoc ID owned 37.5% of the Company's outstanding common
stock.  Under  the  share  purchase  agreement,  at any time prior to January 8,
2002,  Dialoc ID had the right to increase its ownership of the Company's common
stock  to a total of 51% of the shares of common stock then outstanding.  If the
average  market  value  of  the Company's common stock, measured over any 10-day
trading  period  during  the  one  year period following January 8, 2001, was at
least  $15.0  million,  the  purchase  price  for the additional shares would be
determined  by multiplying the actual number of shares to be purchased by $.001.
In  November  2001, this market capitalization threshold was met.  At that time,
our Board of Directors agreed to extend Dialoc ID's purchase right until January
8, 2003 in exchange for an extension of the distribution agreement for one year.
On  May  14,  2002,  Dialoc  ID  exercised  their  right  to purchase 14,500,000
additional  common  shares  at a price of $.001 per share.  Currently, Dialoc ID
owns  48.1% of the Company's common stock. Further, the share purchase agreement
provides  that  at any time prior to January 8, 2003, Dialoc ID may increase its
ownership  of  the  Company's  common  stock  to a total of 60% of the shares of
common  stock  then  outstanding.  The  purchase price for the additional shares
shall be determined as follows: If the average market value of the common stock,
measured over a 10-day period during the two years preceding January 8, 2003, is
at  least $25 million, the purchase price shall be determined by multiplying the
actual  number  of shares to be purchased by $.001.  If the average market value
test  is  not  met  at  the time of the second purchase, then the purchase price
shall  be  $3.5  million.  As  a  condition  to the investment by Dialoc ID, the
Company's  stockholders  elected  three  nominees  of  Dialoc ID to the Board of
Directors  at  a Special Meeting of Stockholders on December 8, 2000.  If Dialoc
ID has not acquired 51% of the Company's common stock by January 8, 2003, one of
the three nominees of Dialoc ID will resign and be replaced, with the consent of
Dialoc  ID,  by  a  nominee  of  the Company's directors who is not nominated by
Dialoc  ID.

<PAGE>

In  addition  to  the  election  of  three nominees of Dialoc ID to the Board of
Directors,  other  matters  which  were approved at the December 8, 2000 Special
Meeting  of Stockholders and became effective on January 8, 2001 were amendments
to  the  Company's  certificate of incorporation to: (i) permit the payment of a
dividend  of  additional  shares of Class A Preferred Stock at the rate of 0.075
shares  of  Class  A  Preferred  Stock for each share of Class A Preferred Stock
held;  (ii) to reclassify Class A Preferred Stock into shares of common stock on
a ratio of five shares of common stock for each share of Class A Preferred Stock
outstanding; and (iii) to increase the number of the Company's authorized shares
of  common  stock  to  140,000,000.  As  a  result  of  the  dividend  and
reclassification,  28,666,660  common  shares  were  issued  to  former  Class A
Preferred  shareholders.

The reclassification of the Class A Preferred Shares resulted in a return to the
common shareholders of $27.2 million, which was recorded in the first quarter of
2001.  This  amount  represents  the difference between the fair market value of
the common stock issued and the carrying amount of the preferred stock redeemed.


NOTE  C  --  Financial  Condition  and  Liquidity
-------------------------------------------------
We  have  incurred  reduced  revenue  levels,  decreased  financial position and
recurring  operating  losses  over  the  past  several years.  To strengthen our
financial  position,  a  number  of  activities  have  been initiated including:

-     Entering  into  a  new  three-year  financing  agreement.
-     Signing  of  a  distribution  agreement  with  Dialoc ID providing us with
      access  to  new  products  and  shared  technologies.
-     Improvements  in  existing  products  and  service  capabilities.
-     Additions  to  direct  sales  staff  and emphasis on growing international
      dealer  base.
-     Various  cost  cutting  and  cost  saving  initiatives.

We  will  require positive cash flow from operations to meet our working capital
needs  over  the  next  twelve  months.  We  anticipated  receiving  significant
additional  purchase orders from specific customers during the first nine months
of  2002.  While  we  continue  to  believe  that  these  purchase  orders  will
eventually  be  received,  the delays we have experienced have caused us to: (i)
operate in a cash flow deficit for the first ten months of the year; (ii) borrow
the  maximum  amounts  available  under  our  credit  facility; and (iii) pursue
potential  sources  of  debt  or  equity  financing.

On  October  10,  2002, we entered into a purchase order financing facility with
EPK Financial Corporation ("EPK").  Funding entails EPK providing funds directly
to  vendors  to  allow  us  to  secure the inventory we need to fulfill customer
orders.  Sentry's  costs for each financing transaction will be equal to 3.5% of
Sentry's selling price, plus 1.85% on the maximum outstanding funded amount each
ten  calendar days or portion thereof, until EPK is paid in full, plus expenses.
In  connection  with  this facility, an Intercreditor Agreement was entered into
between  EPK, CIT and Sentry.  Under this agreement, CIT subordinated its rights
and  interests in the collateral related to each transaction to EPK.  Currently,
under the terms of the Intercreditors Agreement, the maximum amount subordinated
to  EPK  at any time is limited to $350,000.  Sentry will use the funds provided
by  EPK  to  fund  vendor  purchases  to  complete  orders currently in backlog.

<PAGE>

Through  the  first  nine  months  of  2002, we were not successful in achieving
positive  cash flow from operations and as a result, our payables to vendors are
substantially  in  excess of terms.  Therefore, in October 2002, we retained the
New  York investment banking firm of Balfour Capital Advisors, LLC to assist the
Company  in  conducting  an organized search and evaluation regarding a possible
corporate  transaction  to  gain  access to greater resources and to exploit the
Company's  products  and  technological  advances.  There  can  be no assurance,
however,  that  additional  financing  will  be  available  on  terms  that  are
satisfactory  to  the  Company, or that any such financing will be sufficient to
provide  the  full  amount  of  funding  necessary.

We  anticipate  revenue  growth in new and existing markets.  We are striving to
improve  our  gross  margin and control our selling expenses and our general and
administrative  expenses.  There  can  be no assurance, however, that changes in
our  plans  or  other  events  affecting  our  operations  will  not  result  in
accelerated  or  unexpected  cash requirements, or that we will be successful in
achieving positive cash flow from operations or obtaining financing.  Our future
cash requirements are expected to depend on numerous factors, including, but not
limited  to: (i) the ability to generate positive cash flow from operations, and
the  extent  thereof;  (ii)  the  ability  to raise additional capital or obtain
additional  financing;  and  (iii)  economic  conditions.

SENTRY  TECHNOLOGY  CORPORATION
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2002


NOTE  D  --  Revolving  Line  of  Credit  and  Term  Loan
---------------------------------------------------------
On March 22, 2002, we entered into a new three year revolving line of credit and
term  loan  with  the  CIT  Group/Business  Credit,  Inc.  ("CIT")  for  maximum
borrowings  of  $8  million, which are subject to certain limitations based on a
percentage  of  eligible  accounts  receivable and inventories as defined in the
agreement.  Interest  on  the revolving line of credit is payable monthly at the
JPMorgan Chase Bank prime rate (4.75% at September 30, 2002), plus 2% per annum.
We  are  required  to  pay  a  commitment  fee of 0.375% per annum on any unused
portion  of  the  credit  facility.  Borrowings  under  the  line are secured by
substantially  all  of  our  assets.  The  terms  of  the agreement, among other
matters,  places  restrictions on capital expenditures and prohibits the payment
of  dividends.  In addition, we entered into a $100,000 term loan with CIT.  The
principal  is currently being repaid to CIT in twelve equal monthly installments
of  $8,333 beginning May 31, 2002.  Interest on the term note is at the JPMorgan
Chase  Bank  prime  plus  2.25%.

<PAGE>

NOTE  E  --  Inventories
------------------------
Inventories  consist  of  the  following:

                                September  30,  2002        December  31,  2001
                                --------------------        -------------------
                                                (in  thousands)

Raw  materials                    $     850                    $     1,139
Work-in-process                         496                            520
Finished  goods                       2,375                          3,081
                                  ---------                    -----------
                                  $   3,721                    $     4,740
                                  =   =====                    =     =====


Reserves  for excess and obsolete inventory totaled $3,138,000 and $3,497,000 as
of September 30, 2002 and December 31, 2001, respectively and have been included
as  a  component  of  the  above  amounts.


NOTE  F  --  Related  Party  Transactions
-----------------------------------------
As  a  result  of  the  Dialoc ID investment, Sentry entered into a distribution
agreement  with Dialoc ID which contemplates a two-way distribution relationship
between  the  companies.  Under  the  agreement,  Sentry  has the rights to sell
Dialoc  ID's  EAS,  access  control and RFID products and accessories and Sentry
gives  Dialoc  ID  the rights to sell its EAS and CCTV products and accessories.
Pricing  for  products  under the agreements are at the lowest prices charged to
affiliates.  In  addition,  in  2001 Dialoc ID received an annual management fee
for  product  marketing  and  product  engineering management from Sentry in the
amount  of  $100,000.  Also, Peter Murdoch, a shareholder of Dialoc ID, receives
an  annual salary of $150,000 in the capacity of President of Sentry.  Purchases
from  Dialoc ID were $3,000 and $50,000 in the quarters ended September 30, 2002
and 2001 and $13,000 and $136,000 in the nine month periods ending September 30,
2002  and  2001, respectively.  Services and sales to Dialoc ID were $24,000 and
$3,000 in the quarters ended September 30, 2002 and 2001 and $37,000 and $39,000
in  the nine month periods ended September 30, 2002 and 2001, respectively.  The
net  amount  payable  to  Dialoc  ID  as  of  September  30,  2002  is  $83,000.

In  addition, on March 27, 2002, Peter Murdoch, our President and CEO, exercised
a  stock  option  for  two  million shares of Sentry common stock at an exercise
price  of  $0.06  per  share  which  was  paid  for  through  the  issuance of a
promissory note in the amount of $120,000.  The principal of the note is secured
by  the  option  shares  and  is  repayable  no later than January 8, 2006.  Mr.
Murdoch  will  not  have any personal liability for the principal of the note if
the  value  of  the option shares is not sufficient to repay the note.  The note
bears  interest  at  prime  (currently  4.75%)  less .75%.  The note and accrued
interest  has  been  reflected  as  a  reduction  of shareholders' equity on the
consolidated  balance  sheet.

<PAGE>

NOTE  G  --  Recent  Accounting  Pronouncements
-----------------------------------------------

In  June  2001,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standards  No.  142 ("SFAS No. 142"), "Goodwill and Other Intangible
Assets."  SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill  and  other  intangible  assets.  Under SFAS No. 142, goodwill and some
intangible  assets  will  no  longer  be  amortized,  but  rather  reviewed  for
impairment on a periodic basis. The provisions of this Statement are required to
be  applied  starting  with fiscal years beginning after December 15, 2001. This
Statement  is  required  to  be applied at the beginning of the Company's fiscal
year and to be applied to all goodwill and other intangible assets recognized in
its  financial  statements  at  that  date.  Impairment  losses for goodwill and
certain  intangible  assets  that  arise  due to the initial application of this
Statement are to be reported as resulting from a change in accounting principle.
Goodwill  and  intangible  assets  acquired after June 30, 2001, will be subject
immediately  to  the  provisions of this Statement. The adoption of SFAS No. 142
did  not  have  a  material  impact  on  our  financial  statements.

In  August  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."  SFAS  No.  143  addresses  financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement costs.  We are required to adopt the provisions of
SFAS  No.  143  effective  January 1, 2003.  The adoption of SFAS No. 143 is not
expected  to  have  a  material  impact  on  our  financial  statements.

In  April  2002,  SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment  of FASB Statement No. 13, and Technical Corrections" was issued. This
statement  provides  guidance on the classification of gains and losses from the
extinguishment  of  debt  and  on  the  accounting  for  certain specified lease
transactions. Certain provisions of this statement related to the classification
of  gains  and  losses from extinguishment of debt are required to be adopted by
the  Company  beginning  with  the  year  ended  December  31,  2003.  All other
provisions  are  required to be adopted after May 15, 2002 and early application
is  encouraged.  It  is not anticipated that the adoption of this statement will
have  a  material  impact  on  the consolidated financial position, consolidated
results  of  operations  or  liquidity  of  the  Company.

In  June  2002,  SFAS  No.  146,  "Accounting  for Costs Associated with Exit or
Disposal  Activities"  was  issued.  This  statement  provides  guidance  on the
recognition  and  measurement of liabilities associated with disposal activities
and  is effective for the Company on January 1, 2003. It is not anticipated that
the  adoption  of this statement will have a material impact on the consolidated
financial  position,  consolidated  results  of  operations  or liquidity of the
Company.


NOTE  H  --  Earnings  Per  Share
---------------------------------
The  earnings  per  share calculations (basic and diluted) for the periods ended
September 30, 2002 and 2001 are based upon the weighted average number of common
shares  outstanding  during  each period.  There are no reconciling items in the
numerator  of  the  earnings  per  share  calculations  in either of the periods
presented.  Options  and warrants have been excluded from the net loss per share
calculation for the third quarter and nine month period ended September 30, 2002
and for the third quarter ended September 30, 2001 because their effect would be
antidilutive.  For  the  nine  month  period ended September 30, 2001, 1,171,000
options  and  warrants  were  included  in  the  diluted  earnings  per  share
calculation.

<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

Certain  Factors  That  May  Affect  Future  Results
----------------------------------------------------

Information  contained  or  incorporated by reference in this periodic report on
Form  10-Q  and  in  other  SEC  filings  by  Sentry  contains  "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  which can be identified by the use of forward-looking terminology such
as  "believes,"  "expects,"  "may,"  "will,"  "should"  or  "anticipates" or the
negative  thereof,  other  variations  thereon  or comparable terminology, or by
discussions  of  strategy.  These  forward-looking  statements  involve  certain
significant  risks  and  uncertainties, and actual results may differ materially
from the forward-looking statements. For further details and discussion of these
risks  and  uncertainties  see  Sentry  Technology  Corporation's  SEC  filings
including,  but not limited to, its annual report on Form 10-K. No assurance can
be  given  that future results covered by the forward-looking statements will be
achieved,  and  other factors could also cause actual results to vary materially
from  the  future  results covered in such forward-looking statements. We do not
undertake  to  publicly  update  or revise any of our forward-looking statements
even  if  experience or future changes show that the indicated results or events
will  not  be  realized.


Results  of  Operations:
------------------------
Consolidated  revenues  were  21%  and  13% lower in the quarter and nine months
ended September 30, 2002 than in the quarter and nine months ended September 30,
2001.  Our  overall  domestic  revenues  continued  to  be  impacted by the post
September  11 soft economic environment, resulting in a slowdown or delay in new
retail  store  openings  of  some  of  our  customers.  The backlog of orders at
September  30,  2002 was approximately $5.4 million as compared to approximately
$5.3  million  at September 30, 2001.   Total revenues for the periods presented
are  broken  out  as  follows:

<TABLE>
<CAPTION>

                                    Q-3       Q-3       %         9 Mos.   9 Mos.     %
                                    2002      2001    Change       2002     2001    Change
                                  -------   -------  -------     -------  -------  -------
                                    (in thousands)                (in thousands)
<S>                               <C>        <C>      <C>       <C>       <C>      <C>
EAS. . . . . . . . . . . . . . .  $   676    $ 1,360    (50)    $  1,992  $ 4,327     (54)
CCTV . . . . . . . . . . . . . .      621      1,120    (45)       3,251    3,584      (9)
SentryVision . . . . . . . . . .    1,037        523     98        2,173    1,283      69
3M library products. . . . . . .       24        212    (89)         215      505     (57)
                                  -------    -------  ------    --------  -------  -------
Total sales. . . . . . . . . . .    2,358      3,215    (27)       7,631    9,699     (21)
Service, installation and other.    1,067      1,114     (4)       3,717    3,305      12
                                  -------    -------  ------    --------  -------  -------
Total revenues . . . . . . . . .  $ 3,425    $ 4,329    (21)    $ 11,348  $13,004     (13)
                                  =======    =======  ======    ========  =======  =======

</TABLE>

<PAGE>

Direct sales of EAS products were lower in both the third quarter and first nine
months  of 2002 as compared to the same periods in the prior year primarily as a
result  of  lower  sales  to two of our largest EAS customers, which have opened
fewer  new  stores  in  2002,  and  lower sales to our Mexican distributor.  The
decrease  in  CCTV revenues and increase in SentryVision revenues is primarily a
result  of a decision by our largest customer to resume purchasing our traveling
camera products in 16 existing store locations in the third quarter of 2002.  We
continue  to  see  a  growing  trend for product acceptance and increased market
opportunities  for  traveling  camera  systems  both  domestically  and
internationally.  Sales  of  3M  library  products  declined  due  to  delays in
customer's  installations.  Service revenues increased as a result of the higher
base  of  systems no longer under warranty but were offset by lower installation
revenues  resulting  from  lower  EAS  and  CCTV  sales.

Cost  of  sales  were  80%  and  73%  of total sales in the three and nine month
periods  ended September 30, 2002 compared to 69% and 69% in the same periods of
the prior year.  The increase costs as a percentage of sales in the 2002 periods
was  primarily  due  to  higher  scrap and rework costs, the under absorption of
factory  overhead  resulting  from  lower production levels than in the previous
year,  higher  provisions  for  slow  moving  inventories.

Customer  service  expenses were 17% and 1% lower in the third quarter and first
nine  months  of  2002  than  in the third quarter and first nine months of 2001
primarily  due  to lower installation costs resulting from lower revenue levels.

Selling,  general  and administrative expenses were 2% and 4% lower in the three
and nine month periods ended September 30, 2002 when compared to the same period
of  the  previous  year  primarily  as  a  result  of  lower  warranty costs and
reductions  in  office  space.

Research and development costs were slightly higher in the third quarter of 2002
when  compared to the third quarter of 2001 due to the development of SmartTrack
Remote.  In  the  first  nine months of 2002, costs were 15% less than the first
nine  months  of  2001  due to lower engineering prototype costs associated with
SmartTrack  system  development  in  2001.

Net  interest  expense  decreased  due  to  lower  average  borrowings and lower
interest  rates  under  our revolving credit agreement for the third quarter and
first  nine  months  of  2002.

Due to net operating losses, we have not provided for income taxes in any of the
periods  presented.

As  a result of the foregoing, Sentry had a net loss of $1.0 and $2.5 million in
the  quarter and first nine months ended September 30, 2002 as compared to a net
loss  of  $0.7  and  $2.3  million  in  the quarter and nine month periods ended
September  30,  2001.

We  recorded  preferred  stock dividends of $25,000 in the first quarter of 2001
prior  to  the  redemption  of  the  preferred  stock  on  January  8,  2001.

Effective January 8, 2001, and just prior to the Dialoc ID investment, there was
a  payment  of a dividend of additional shares of Class A Preferred Stock at the
rate  of  0.075  shares  of  Class  A  Preferred Stock for each share of Class A
Preferred  Stock held and immediately thereafter a reclassification of the Class
A  Preferred  Stock  into common stock at a ratio of five shares of common stock
for  each share of Class A Preferred Stock outstanding.  The reclassification of
the  Class A Preferred Shares resulted in a return to the common shareholders of
$27.2  million,  which  was  recorded in the first quarter of 2001.  This amount
represents  the  difference  between  the  fair market value of the common stock
issued  and  the  carrying  amount  of  the  preferred  stock  redeemed.

<PAGE>

Liquidity  and  Capital  Resources  as  of  September  30,  2002
----------------------------------------------------------------

We  have  incurred  reduced  revenue  levels,  decreased  financial position and
recurring  operating losses over the past several years.  To further address the
continuing  losses,  our  business  plan  for  2002  includes  the  following:

-     Entering  into  a  new  three-year  financing  agreement.
-     Addition of new products, including high-end EAS systems and disposable
      tags and labels, proximity access control and RFID, through our
      distribution agreement with Dialoc ID.
-     Increased  promotion  of  SmartTrack,  our  new  entry in the SentryVision
      family  of  products.
-     Partnering  with  Trakonic  to  create  Smart  Track  Mobile, our wireless
      handheld  video viewing solution  and  Smart Track Remote, our web-based
      video product.
-     Strengthening  our  international  dealer  network  with  new  and  more
      financially  stronger  business  partners.
-     Joint participation with Dialoc ID in trade show activity and a refocus on
      expanding  business  with  existing  customers.
-     Continuation  and  expansion  of  our  Service  Partner program to augment
      service  provided  by  our  employees.
-     Further  subletting  of  office  space  in  our  corporate  offices.
-     Additions  to  direct  sales  staff  and emphasis on growing international
      dealer  base.
-     Various  additional  cost  cutting  and  cost  saving  initiatives.

On March 22, 2002, we entered into a new three-year revolving line of credit and
term  loan  with  the  CIT  Group/Business  Credit,  Inc.  ("CIT")  for  maximum
borrowings  of  $8  million, which are subject to certain limitations based on a
percentage  of  eligible  accounts  receivable and inventories as defined in the
agreement.  Interest  on  the revolving line of credit is payable monthly at the
JPMorgan Chase Bank prime rate (4.75% at September 30, 2002), plus 2% per annum.
We  are  required  to  pay  a  commitment  fee of 0.375% per annum on any unused
portion  of  the  credit  facility.  Borrowings  under  the  line are secured by
substantially  all  of  our  assets.  The  terms  of  the agreement, among other
matters,  places  restrictions on capital expenditures and prohibits the payment
of  dividends.  In addition, we entered into a $100,000 term loan with CIT.  The
principal  shall be repaid to CIT in twelve equal monthly installments of $8,333
beginning  May  31, 2002.  Interest on the term note is at prime plus 2.25%.  As
of  September  30,  2002,  we  had borrowings of approximately $2.2 million, the
maximum  amount available under the facility.  Approximately $0.5 million of the
cash  on  the  balance sheet at September 30, 2002 was paid to CIT to reduce the
loan  balance  within  a  few  days  of  quarter  end.

We  will  require positive cash flow from operations to meet our working capital
needs  over  the  next  twelve  months.  We  anticipated  receiving  significant
additional  purchase orders from specific customers during the first nine months
of  2002.  While  we  continue  to  believe  that  these  purchase  orders  will
eventually  be  received,  the delays we have experienced have caused us to: (i)
operate in a cash flow deficit for the first ten months of the year; (ii) borrow
the  maximum  amounts  available  under  our  credit  facility; and (iii) pursue
potential  sources  of  debt  or  equity  financing.

<PAGE>

SENTRY  TECHNOLOGY  CORPORATION
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

On  October  10,  2002, we entered into a purchase order financing facility with
EPK  Financial  Corporation  ("EPK").  Purchase  order  financing  is short term
funding  used  to  finance the purchase or manufacture of specific goods that we
have  pre-sold  to  credit  worthy end customers.  Funding entails EPK providing
funds directly to vendors to allow us to secure the inventory we need to fulfill
customers  orders.  Sentry's  costs for each financing transaction will be equal
to  3.5% of Sentry's selling price, plus 1.85% on the maximum outstanding funded
amount  each  ten  calendar  days or portion thereof, until EPK is paid in full,
plus expenses.  In connection with this facility, an Intercreditor Agreement was
entered  into  between  EPK,  CIT  and  Sentry.  Under  this  agreement,  CIT
subordinated  its  rights  and  interests  in  the  collateral  related  to each
transaction to EPK.  Currently, under the terms of the Intercreditors Agreement,
the  maximum  amount  subordinated  to  EPK  at any time is limited to $350,000.
Sentry  will  use the funds provided by EPK to fund vendor purchases to complete
orders  currently  in backlog.  The first transaction for approximately $300,000
was  funded  on  October  16, 2002.

Through  the  first  nine  months  of  2002, we were not successful in achieving
positive  cash flow from operations and as a result, our payables to vendors are
substantially  in  excess of terms.  Therefore, in October 2002, we retained the
New  York investment banking firm of Balfour Capital Advisors, LLC to assist the
Company  in  conducting  an organized search and evaluation regarding a possible
corporate  transaction  to  gain  access to greater resources and to exploit the
Company's  products  and  technological advances.  Balfour will take the lead in
attempting  to  raise  up  to  $5  million in financing to assist the Company in
bringing  existing vendor payables current and to achieve its longer-term goals.
There  can be no assurance, however, that additional financing will be available
on  terms  that are satisfactory to the Company, or that any such financing will
be  sufficient  to  provide  the  full  amount  of  funding  necessary.

We  anticipate  revenue  growth in new and existing markets.  We are striving to
improve  our  gross  margin and control our selling expenses and our general and
administrative  expenses.  There  can  be no assurance, however, that changes in
our  plans  or  other  events  affecting  our  operations  will  not  result  in
accelerated  or  unexpected  cash requirements, or that we will be successful in
achieving positive cash flow from operations or obtaining financing.  Our future
cash requirements are expected to depend on numerous factors, including, but not
limited  to: (i) the ability to generate positive cash flow from operations, and
the  extent  thereof;  (ii)  the  ability  to raise additional capital or obtain
additional  financing;  and  (iii)  economic  conditions.

Currently,  under  the  terms of the share purchase agreement, Dialoc ID has the
right  to acquire 51% of the common stock.  On May 13, 2002, Dialoc ID exercised
their  purchase right for an additional 14,500,000 shares of newly issued common
stock  at  an  exercise  price  of  $0.001  per  share.  As  a  result  of  this
transaction, Dialoc ID currently owns 48.1% of our common stock outstanding.  In
addition, under certain conditions more fully described in Note B, Dialoc ID has
the  right to acquire additional shares during the two year period following the
closing, up to an aggregate holding of 60% of the common stock then outstanding.

<PAGE>

Related  Party  Transactions
----------------------------
Details of related party transactions are included in Notes B and F of this Form
10-Q.


PART  II  -  OTHER  INFORMATION


Item  6.     Exhibits  and  Reports  on  Form  8-K

(a)     List  of  Exhibits:
        10.30     Master  Agreement  between  Sentry  Technology  Corporation
                  and  EPK Financial  Corporation,  dated  October  10,  2002.
        10.31     Master  Agreement  between  Knogo North America Inc. and EPK
                  Financial Corporation,  dated  October  10,  2002.
        10.32     Intercreditor Agreement between Knogo North  America Inc.,
                  EPK Financial Corporation and The CIT Group/Business Credit,
                  Inc., dated October 16, 2002.
        99.1      Certification  by  Chief  Executive  Officer
        99.2      Certification  by  Chief  Financial  Officer

(b)     Reports  on  Form  8-K - There were no reports on Form 8-K filed for the
        three  months  ended September  30,  2002.


<PAGE>

SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
registrant  had  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                               SENTRY  TECHNOLOGY  CORPORATION
                               -------------------------------


Date:  November  14,  2002     By:     /s/  PETER  J.  MUNDY
       -------------------             ---------------------
                                       Peter  J.  Mundy,
                                       Vice  President
                                       Finance  and Chief  Financial  Officer
                                      (Principal  Financial  and  Accounting
                                                Officer)


<PAGE>


Exhibit Index
-------------

10.30     Master  Agreement  between  Sentry  Technology  Corporation
          and  EPK Financial  Corporation,  dated  October  10,  2002.

10.31     Master  Agreement  between  Knogo North America Inc. and EPK
          Financial Corporation,  dated  October  10,  2002.

10.32     Intercreditor Agreement between Knogo North  America Inc.,
          EPK Financial Corporation and The CIT Group/Business Credit,
          Inc., dated October 16, 2002.

99.1      Certification  by  Chief  Executive  Officer

99.2      Certification  by  Chief  Financial  Officer


<PAGE>


                                                                EXHIBIT 10.30



                              MASTER  AGREEMENT

     This Master Agreement dated as of October 10, 2002 is by and between Sentry
Technology  Corporation,  a  Delaware  corporation  (the  "Manager"),  and  EPK
Financial  Corporation,  a  Texas  corporation  ("EPK").

     PRELIMINARY  MATTERS

          A.     The  Manager  may,  from  time  to  time,  identify  trading
opportunities  involving  the  purchase  and  resale  of  goods.

          B.     The  Parties  wish  to  set forth their agreement regarding the
terms  upon  which  EPK  may  agree  to  purchase  and resell such goods and the
provision  of  management  services  by,  and  compensation  of,  the Manager in
connection  therewith.

     AGREEMENT

     In  consideration  of the premises, and of the representations, warranties,
covenants,  agreements,  and conditions contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Manager  and  EPK  hereby  agree  as  follows:

     ARTICLE  I
     INTERPRETATION

     1.1     Certain Definitions. As used in this Agreement, the following terms
             -------------------
have  the  meanings  specified:

          "Affiliate" when used with respect to a Person, means any other Person
           ---------
whom  directly  or indirectly through one or more intermediaries controls, or is
controlled  by, or is under common control with, such Person. The term "control"
(including  the correlative term "controlled") means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting stock, by contract
or  otherwise.

          "Agreement"  has  the  meaning  specified  in  Section  1.4.
           ---------

          "Business  Day"  means  any day which is not a Saturday, a Sunday or a
           -------------
day  on which national banks in the State of Texas are authorized or required by
law  to  be  closed.

          "Confirmation"  means  a confirmation in the form of Exhibit A or such
           ------------
other  form  of  written  instrument  as  to  which  the  Parties  may  agree.

          "Credit Enhancement," with respect to a Transaction and if applicable,
           ------------------
means  the letter of credit, guaranty, bond or other form of credit support with
respect  to the obligations of the Purchaser under such Transaction, provided by
the  Credit  Enhancer  for  such  Transaction.

          "Credit Enhancer," with respect to a Transaction, means the Person, if
           ---------------
any,  identified  as  such in the Confirmation with respect to such Transaction.

          "EPK"  has  the  meaning  specified in the preamble to this Agreement.
           ---

          "EPK Minimum Proceeds," with respect to a Transaction, has the meaning
           --------------------
specified  in  the  Confirmation  for  such  Transaction.

          "EPK  Purchase  Price,"  with  respect  to  a  Transaction,  means the
           --------------------
aggregate  purchase  price payable and/or paid to the Vendor for the Goods under
such  Transaction  as  set  forth  in  the  Vendor  Pro  Forma  Invoice for such
Transaction  and  the  Confirmation  with  respect  to  such  Transaction.

          "Event  of  Default"  has  the  meaning  specified  in  Section  4.1.
           ------------------

          "FCPA" means the U.S. Foreign Corrupt Practices Act, 15 U.S.C. 78a, et
           ----
seq.,  as  amended,  supplemented  and  replaced  from  time  to  time.

          "Governmental  Authority"  means  any  government  or  any  political
           -----------------------
subdivision or agency, department or instrumentality thereof, including, without
limitation  any  court  or  administrative  body.

          "Goods,"  with respect to a Transaction, means the goods identified as
           -----
such  in  the  Confirmation  with  respect  to  such  Transaction.

          "Guarantor"  means  Knogo  North  America,  Inc  and  Video  Sentry
           ---------
Corporation,  a division of Knogo North America, Inc.  The Guarantor constitutes
a  Credit  Enhancer  with  respect  to  all  Transactions  hereunder.

          "Guaranty"  means the guaranty of the Guarantor, in form acceptable to
           --------
EPK,  delivered  pursuant  to Section 5.14. The Guaranty shall constitute Credit
Enhancement  with  respect  to  all  Transactions  hereunder.

          "Manager's Compensation," with respect to a Transaction and subject to
           ----------------------
Section  2.5,  the compensation of the Manager for performing his obligations in
respect  of  such  Transaction  under  the  Agreement,  as  specified  in  the
Confirmation  with  respect  to  such  Transaction.

          "Party"  means  EPK  or  the  Manager.
           -----

          "Person" means collectively, any individual, partnership, corporation,
           ------
limited  liability  company,  business  trust,  joint  stock  company,  trust,
unincorporated  organization,  joint  venture,  firm  or  other  entity,  or
Governmental  Authority.

          "Purchase  Order,"  with respect to a Transaction, means the agreement
           ---------------
referring  to  purchase  orders from the Purchaser for the Goods with respect to
such  Transaction, including any and all additions, substitutions, replacements,
and/or  changes  thereto.

          "Purchaser,"  with  respect  to  a  Transaction,  means  the  Person
           ---------
identified  as  such  in  the  Confirmation  with  respect  to such Transaction,
including  any  and  all  additions, substitutions, replacements, and/or changes
thereto.

          "Purchaser  Purchase  Price," with respect to a Transaction, means the
           --------------------------
aggregate  purchase  price  payable  by  the  Purchaser for the Goods under such
transaction  as  set  forth  in  the Purchase Order for such Transaction and the
Confirmation  with respect to such Transaction, including any and all additions,
substitutions,  replacements,  and/or  changes  thereto.

          "Solvent,"  as to any Person, such Person (a) owns property whose fair
           -------
salable  value  is  greater than the amount required to pay all of such Person's
indebtedness  (including  contingent  debts),  (b)  is  able  to  pay all of the
indebtedness  as  such  indebtedness  matures  and (c) has capital sufficient to
carry  on  its  business  and  transactions and all business and transactions in
which  it  is  about  to  engage.

          "Taxes"  means  all taxes, tariffs, duties, stamp taxes or fees of any
           -----
description  due any Governmental Authority arising out of or in connection with
any Transaction, excepting only United States federal income taxation of EPK and
any  State  of  Texas  tax  based  on  the  net  income  of  EPK.

          "Transaction"  means a particular transaction governed by the terms of
           -----------
this  Agreement,  including the terms set forth in the Confirmation with respect
to  such  transaction.

          "Vendor,"  with  respect to a Transaction, means the Person identified
           ------
as  such in the Confirmation with respect to such Transaction, including any and
all  additions,  substitutions,  replacements,  and/or  changes  thereto.

          "Vendor  Pro  Forma  Invoice" with respect to a Transaction, means the
           ---------------------------
contract  from  the  Vendor  for  the  Goods  with  respect to such Transaction,
including  any  and  all  additions, substitutions, replacements, and/or changes
thereto.

     1.2     Other  Definitional  Provisions.
             -------------------------------

          a.     Unless  otherwise  specified therein, all terms defined in this
Agreement  have  the  above-defined  meanings  when  used  in  any Confirmation,
certificate,  amendment,  report  or  other  document made or delivered pursuant
hereto.

          b.     Each  term  defined  in  the singular form in Section 1.1 shall
mean  the  plural  thereof  when  the  plural  form of such term is used in this
Agreement  or any Confirmation, certificate, amendment, report or other document
made  or  delivered pursuant hereto, and each term defined in the plural form in
Section  1.1 shall mean the singular thereof when the singular form of such term
is  used  herein  or  therein.

          c.     The  words  "hereof,"  "herein,"  "hereunder" and similar terms
when  used in this Agreement shall refer to this Agreement as a whole and not to
any  particular  provision  of this Agreement, and section, schedule and exhibit
references  herein  are  references  to sections, schedules and exhibits to this
Agreement  unless  otherwise  specified.

          d.     The  word  "including"  when  used herein shall mean "including
without  limitation.  "

          e.     Unless  otherwise  specified herein, all times set forth herein
are  Dallas,  Texas  time.

     1.3     Inconsistency.  In  the  event  of  any  inconsistency  between the
             -------------
provisions  of  any  Confirmation  and  this  Agreement,  such Confirmation will
prevail  for  the  purpose  of  (but  only  for  the  purpose  of)  the relevant
Transaction.

     1.4     Single  Agreement. All Transactions are entered into in reliance on
             -----------------
the  fact  that  this  Master  Agreement  and  all  Confirmations  form a single
agreement  between  the  Parties (collectively referred to as this "Agreement"),
and  the  parties  would  not  otherwise  enter  into  any  Transactions.


     ARTICLE  II
     TRANSACTIONS

     2.1     Offer.  The Manager may, from time to time propose a Transaction by
             -----
submitting to EPK a proposed Confirmation setting forth for such Transaction the
Goods,  the  EPK  Minimum Proceeds, the Manager's Compensation, the EPK Purchase
Price,  the  Vendor,  the  Purchaser  Purchase Price, the Purchaser, information
sufficient  to  enable to EPK to determine the relative credit worthiness of the
Purchaser,  the Purchaser's terms and method of payment in the transaction, and,
if applicable, the Credit Enhancer, and attaching copies of the Vendor Pro Forma
Invoice,  the  Purchase  Order and, if applicable, the Credit Enhancement (other
than the Guaranty) with respect to the proposed Transaction, and any other items
which  EPK  may  request  from  time to time to properly review the Transaction.

     2.2     Acceptance.  EPK  shall  have  no  obligation  to  enter  into  any
             ----------
proposed  Transaction.  In  the  event  that  EPK  and  the Manager agree upon a
proposed  Transaction,  such  agreement  shall be evidenced by the execution and
delivery (which may be by telecopy) of a Confirmation setting forth the terms of
such  Transaction.  The  Confirmation with respect to a Transaction shall become
effective  upon  all of the following having occurred (i) execution and delivery
thereof  by both of the Parties; (ii) assignment (or other means of transfer) to
EPK acceptable to EPK of any Credit Enhancement with respect to the Transaction;
(iii)  if requested by EPK, deliver to EPK a letter from each and every creditor
of Manager that now or hereafter holds a security interest in or lien on any and
all  of  Manager's  Inventory  and Accounts and all personal property whereunder
each  of  them  shall  have  consented  to the Transactions contemplated by this
Agreement  and shall have acknowledged EPK's sole and exclusive ownership in the
Goods  and all proceeds thereof; and (iv) if requested by EPK, the establishment
of  a  lock  box  account  over  which  EPK shall have sole access, dominion and
control  at  a  state or national bank acceptable to EPK (the "Lock Box") at the
sole  cost  and  expense  of  Manager.

     2.3     Services  of  the  Manager.  Unless  otherwise  specified  in  the
             --------------------------
Confirmation  relevant  to  a  Transaction,  the  Manager  and/or  it agents and
representatives  shall:  (a)  cause  the Goods to be shipped to the Purchaser in
accordance  with  the  Purchase  Order relevant to such Transaction and bear all
costs,  including  any  shipping  costs  and messenger expenses and legal costs,
incidental  to  such  Transaction;  (b)  indemnify  and hold EPK and its assigns
harmless  from  and  against any loss caused by the failure of (i) the Vendor or
any  shipper  to  timely  deliver Goods which conform to the requirements of the
Vendor  Invoice,  the  Purchase Order and applicable law, or (ii) the Manager to
truthfully  represent the Purchaser's credit information or the terms and method
of payments in the transaction as contemplated in Section 3.1; (c) indemnify and
hold  EPK and its assigns harmless from and against any claim of or liability to
any  Person  arising  out  of  the Transaction, including without limitation any
claim  of  or  liability  to the Purchaser or any other Person in respect of the
Goods;  (d)  pay,  and  indemnify and hold EPK and its assigns harmless from and
against,  any  Taxes due in connection with such Transaction; (e) be responsible
for  performing  all  administrative  and  ministerial  tasks  relating  to  the
collection  of  such  invoices  to  the  Purchaser;  provided, however, that the
foregoing shall in no way limit EPK's right at any time and from time to time to
collect  amounts owing under such invoices directly; and provided, further, that
the  foregoing  shall  not  constitute  a  guaranty by Manager of the payment or
collection  of  such  invoices;  (f)  to  pay for and do all things necessary to
maintain  all  warranty,  service  and/or  other  post delivery obligations with
Purchaser;  and  (f)  not  perform  any  action which could result in reduced or
non-payment  by  Purchaser.

     2.4     Maximum  EPK  Purchase  Price.  Unless  otherwise  specified in the
             -----------------------------
Confirmation  relevant to a Transaction, the maximum EPK Purchase Price shall be
$300,000.00.

     2.5     Compensation  of  the  Manager.  The compensation of the Manager in
             ------------------------------
respect of its services in connection with a particular Transaction shall be the
Manager's  Compensation  set  forth  in  the  Confirmation  with respect to such
Transaction;  provided, that unless otherwise specified in the Confirmation with
respect  to  such  Transaction,  the compensation of the Manager in respect of a
particular Transaction shall be payable solely from the proceeds received by EPK
from  the Purchaser and, if applicable, the Credit Enhancer with respect to such
Transaction  and  only  to  the extent that such proceeds exceed the EPK Minimum
Proceeds  for  such Transaction. Prior to the payment of Manager's Compensation,
EPK  has  the right, in its sole discretion, to require the Manager to execute a
general  release  duly  notarized  in  form  acceptable to EPK. In the event EPK
receives  communication  of  any  kind  as  to  any  conflicting claims or legal
proceedings  made  by  any  Party  in  connection  with a particular Transaction
including,  but  not  limited  to,  the  Manager,  Vendor  and/or Purchaser, EPK
maintains  the  right,  and  is authorized by the Manager, and at Manager's sole
risk  to (1) retain an amount acceptable to EPK in trust to reserve against such
claims  and  legal proceedings, (2) file suit in interpleader or for declaratory
relief  and  deposit  such  funds  into  court  and/or  (3) deposit same with an
attorney  acceptable  to  EPK  in  trust for EPK, Manager and/or such claimants.

     2.6     Further Assurances.  The Manager hereby agrees that at any time and
             ------------------
from  time  to  time  after the execution of this Agreement, Manager shall, upon
request  of  EPK,  execute  and  deliver such further acts and things as EPK may
request  in  order to fully effect the purposes of this Agreement and to protect
EPK's  interests  in  the  Goods  and/or Credit Enhancements, including, but not
limited  to,  furnishing  any  and  all documents necessary to enable EPK or its
insurer  to  defend  itself  in  any  litigation arising in connection herewith.
Manager  shall  give  EPK  written notice of any action known by Manager to have
been  taken  by  a  third  party  which may jeopardize EPK's rights in the Goods
and/or  Credit  Enhancement  promptly  after  Manager becomes aware of the same.
Manager  hereby agrees to reimburse EPK for all out-of-pocket costs and expenses
(including  but  not  limited  to  reasonable attorneys fees) incurred by EPK in
connection with (i) any litigation, contest, dispute, suit, proceeding or action
(whether  instituted  by  EPK,  the  Vendor, the Purchaser, Manager or any other
person)  in  any  way relating to the Goods, the transactions or this Agreement,
(ii)  any  attempt  to  enforce  any  of  EPK's  rights  in  the Goods or Credit
Enhancements  in  the  transactions or under this Agreement against Manager, the
Vendor,  the  Purchaser or any other person, and/or (iii) any attempt to verify,
protect,  sell,  liquidate  or  otherwise  dispose  of  the  Goods and/or Credit
Enhancements.

     2.7     Title.  All  Goods  shall  at  all times be and remain the sole and
             -----
exclusive  property  of  EPK and titled in the name of EPK or such tradestyle as
may  be  acceptable  to  EPK.

     2.8     Insurance  on  Goods.  Manager  shall obtain insurance on behalf of
             --------------------
EPK  which  insures  the Goods against all risks or physical loss or damage with
warehouse  to warehouse coverage.  All such policies of insurance shall name EPK
as  the  additional insured party and as first loss-payee thereunder.  EPK shall
have  the right to file all insurance claims in EPK's or Manager's name, as well
as  the  right  to  acquire insurance, at the sole cost of Manager, if Manager's
insurance  is  terminated  or  deemed  insufficient  by  EPK.

     2.9.     Collection  of  Purchaser  Purchase  Price.  Subject to the Credit
              ------------------------------------------
Enhancement  identified as such in the Confirmation, all invoices shall instruct
the  Purchaser  to  remit  their  payments  directly  to  the Lock Box.  Without
limiting  the foregoing, in the event that Manager shall receive any remittances
from  any  Purchaser  from  time-to-time  on  account  of  Transactions,  such
remittances  shall  be  and  remain  EPK's  property and Manager shall hold such
remittances  as  trustee  of  an express trust for EPK's benefit and immediately
deliver  over  to  EPK for deposit or cause to be deposited the same in the Lock
Box  or to EPK or to such other account designated by EPK.  Manager acknowledges
that  such remittances are the sole and exclusive property of EPK.  All payments
of the Purchaser's Purchase Price which are made through presentment of a letter
of  credit shall instruct the collecting or paying bank of said letter of credit
to make payment by wire transfer of immediately available funds to the Lock Box,
to  EPK or to such other account designated by EPK.  All funds deposited in said
special  account  are  the  sole  and  exclusive  property  of  EPK. EPK and its
directors,  officers  and  agents  shall  have  the right to sign and endorse on
behalf  of Manager all checks, drafts and other forms of payment received by EPK
in connection with the payment of any account. Manager appoints EPK or any other
person  EPK  may from time to time designate, as Manager's attorney-in-fact with
power  to:

(a)     endorse  Manager's  name on any checks, drafts or other forms of payment
or  security  that  may  come  into  possession;

(b)     sign Manager's name on notices of assignment, verifications of accounts,
verifications  of Purchase Orders and notices to current and/or potential future
Purchasers;

(c)     receive,  open and dispose of all mail addressed to Manager and received
by  EPK;

(d)     send notices of assignment, requests for verification of Purchase Orders
or  requests  for  verification  of  accounts to current and/or potential future
Purchasers;

(e)     to  sign  Manager's  name  and  file  any  federal  and  state Financing
Statement(s)  /  recordations  /  registrations  /  continuation  statements  /
assignments  /  subordinations  /  terminations,  etc. and/or amendments (UCC-1,
UCC-2,  UCC-3,  etc.);

(f)     to  use  the name of Manager and, in EPK's sole discretion, to litigate,
file in court and/or serve documents in respect to, and, for an amount less than
face  value  or  cost;  etc.  in  prosecuting  and/or defending any action/claim
brought by/against/involving Manager / EPK / Purchaser and/or any third parties;

(g)     to  settle,  compromise,  surrender  Goods and/or security or modify any
such  Purchase  Order and otherwise deal with Purchaser, those with whom Manager
and/or  Purchaser  has  contracted,  for  the  account  and  risk  of  Manager,
notwithstanding  any  effect  on  any  Purchase  Order;  and

(h)     do  all  things  necessary  to  carry  out  the terms of this Agreement.

     2.10     Access  to  Information  and  Control  Over  Goods.  Manager shall
              --------------------------------------------------
provide  EPK  with  any  and  all  information  which EPK may reasonably request
concerning  the  Goods,  the  Purchaser,  the Vendors, Manager, and/or any other
parties  involved  with the Goods, including, but not limited to, the inspection
of  the  books  and  records of Manager by EPK and its representatives.  Manager
shall  provide  EPK  with  immediate  access  to  any and all Goods in Manager's
possession,  actual or constructive, upon request by EPK.  In the event that EPK
determines  in  good faith that it is necessary for EPK to assert or enforce its
rights  as  owner of the Goods in order to adequately protect its interests, EPK
shall  be  permitted to take, and Manager shall assist EPK in taking any and all
action  as  EPK  deems  necessary,  including, but not limited to, (i) notifying
freight forwarders, the Purchasers, the Vendors and other third parties of EPK's
interest  in  the Goods, and (ii) taking immediate and complete physical control
over  the  Goods  and  the  proceeds  and  products  thereof.

     2.11.     NO  WARRANTIES  ON GOODS.  ALL GOODS COVERED BY THE AGREEMENT ARE
               ------------------------
RESOLD  BY  EPK  "AS IS" AND "WITH ALL FAULTS," AND MANAGER ACKNOWLEDGES THAT NO
WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR ANY PARTICULAR PURPOSE ARE TO BE
IMPLIED  IN THE AGREEMENT.  EPK GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE
DESCRIPTION,  QUALITY,  MERCHANTABILITY,  FITNESS  FOR  ANY  PARTICULAR PURPOSE,
PRODUCTIVENESS, OR ANY OTHER MATTER OF ANY OF THE GOODS.  EPK SHALL BE IN NO WAY
RESPONSIBLE  FOR  THE  PROPER  USE  OR  SERVICE  OF  THE  GOODS.


     ARTICLE  III
     REPRESENTATIONS  AND  WARRANTIES

     3.1     The  Manager.  The  Manager hereby represents and warrants, and the
             ------------
delivery  by  the  Manager  of  each  Confirmation  shall constitute the further
representation  and  warranty  of  the  Manager,  that:

          (a)     The  Manager  is  a  corporation  duly  organized  and validly
existing  and  in  good  standing  under  the  laws  of  Delaware.

          (b)     the  Manager  has  all  requisite authority to enter into this
Agreement  and  to  perform  all  the obligations required to be performed by it
hereunder;

          (c)     neither  the  execution  and  delivery  by the Manager of this
Agreement,  nor the consummation of any of the Transactions herein contemplated,
nor  compliance  with  the  terms  and  provisions  hereof,  will (i) materially
contravene  or  conflict  with  the  articles  of incorporation or bylaws of the
Manager,  any  requirement  of  law  to  which  the  Manager  is subject, or any
indenture,  mortgage,  deed  of trust, or other agreement or instrument to which
the  Manager  is  a  party or by which the Manager may be bound, or to which the
property  of  the  Manager  may  be  subject,  or (ii) result in the creation or
imposition  of  any  lien on the property of the Manager by any party other than
EPK;

          (d)     this  Agreement  is the legal, valid and binding obligation of
the  Manager,  enforceable  against  the  Manager  in accordance with its terms;

          (e)     there  is  no  material  fact  relevant  to  the  transactions
contemplated  by  this Agreement (and in the case of each Confirmation, there is
no  material  fact  relevant  to the Transaction set forth in such Confirmation)
known  to  the  Manager  that  the  Manager  has  not  disclosed  to  EPK;

          (f)     the  Manager  is not (and in the case of each Confirmation, to
the  knowledge  of  the Manager after due inquiry, neither the Purchaser nor the
Vendor  thereunder  is)  in default under any loan agreement, mortgage, security
agreement or other material agreement or obligation to which it is a party or by
which  any  of  its  property  is  bound;

          (g)     there  are  no  material  actions,  suits or legal, equitable,
arbitration  or  administrative  proceedings pending, or to the knowledge of the
Manager  threatened,  against the Manager (and in the case of each Confirmation,
to  the  knowledge  of  the  Manager  after  due  inquiry, there are no material
actions,  suits  or  legal, equitable, arbitration or administrative proceedings
pending,  or  threatened,  against  the  Purchaser  or  the  Vendor thereunder);

          (h)     all  tax  returns  required  to be filed by the Manager in any
jurisdiction  have  been  filed  and  all  taxes,  assessments,  fees  and other
governmental  charges  upon the Manager or upon any of its properties, income or
franchises have been paid prior to the time that such taxes could give rise to a
lien  thereon;

          (i)     neither  the  execution and delivery of this Agreement nor the
consummation of any of the transactions contemplated hereby requires the consent
or  approval  of,  the  giving  of  notice to, or the registration, recording or
filing by the Manager or any other Person of any document with, or the taking of
any  other  action  in  respect  of,  any  Governmental  Authority  which  has
jurisdiction  over  the  Manager  (or,  in  the  case  of each Confirmation, the
Purchaser  or  the  Vendor  thereunder)  or  any  of  its  property;

          (j)     the  Manager  has  delivered to EPK a list of creditors of the
Manager; Annual Reports pursuant to Section 13 or 15d of the Securities Exchange
Act of 1934 for the fiscal years ending December 31, 2000 and December 31, 2001;
Quarterly Report pursuant to Section 13 or 15d of the Securities Exchange Act of
1934;  and  Corporate  Tax Returns for the period ending 12/31/00 and  12/31/01.
Such lists, Annual and Quarterly Reports, and Corporate Tax Returns are accurate
in  all  material  respects;

          (k)     the  Manager  (and,  in  the case of each Confirmation, to the
best  knowledge  of  the  Manager,  the  Purchaser and the Vendor thereunder) is
Solvent;

          (l)     none  of the Purchaser, the Vendor or the Credit Enhancer with
respect  to  any  Transaction  is  an  Affiliate  of  the  Manager;

          (m)     all information furnished by the Manager in each Confirmation
is true, correct,  and  complete;

          (n)     the  Manager  has  paid and will continue to pay and maintain
in current standing  all  taxes,  insurances,  licenses,  etc.  required for
conduct of its business  or  profession;  and

          (o)     the Manager will not merge, consolidate or otherwise alter or
modify its corporate name, structure, or existence, re-incorporate or
re-organize, or enter into or engage in any operation or activity materially
different from that presently  being  conducted  by the Manger.

All representations and warranties by the Manager herein shall survive until all
obligations  of  the  Manager under this Agreement have been irrevocably paid in
full,  and  any  investigation at any time made by or on behalf of EPK shall not
diminish  the  right  of  EPK  to  rely  thereon.


     ARTICLE  IV
     DEFAULT;  REMEDIES

     4.1     Event  of  Default.  An  Event of Default shall exist if any one or
             ------------------
more  of  the  following occurs and remains uncured after five (5) Business Days
written  notice  thereof:

          (a)     The  Manager  fails  to  make any payment due hereunder on the
date  that  such  payment  is  due;

          (b)     the  Manager  fails  to  observe  or  perform  any other term,
covenant or agreement set forth in this Agreement on its part to be performed or
observed  and  such failure continues unremedied for five (5) Business Days past
the  date  when  such  observance  or  performance  is  due;

          (c)     any  material  statement,  warranty or representation by or on
behalf  of  the Manager contained in this Agreement, (including any Confirmation
or  other  writing  furnished  in connection with this Agreement) proves to have
been  incorrect  or misleading in any material respect when made or deemed made;

          (d)     any  provision of this Agreement shall for any reason cease to
be  in  full  force and effect, or be declared null and void or unenforceable in
whole  or  in part, or the validity or enforceability of any such document shall
be  challenged  or  denied;  or

          (e)     (i)  the commencement by the Manager or any Credit Enhancer as
debtor  of  any  case  or  proceeding  under  any  bankruptcy,  insolvency,
reorganization,  liquidation,  dissolution or similar law, or the seeking by the
Manager  or  any  Credit  Enhancer  of  the  appointment of a receiver, trustee,
custodian  or  similar  official  for such Person or any substantial part of its
property,  (ii)  the  commencement  of  any  such case or proceeding against the
Manager,  (iii)  the  making  by the Manager or any Credit Enhancer of a general
assignment for the benefit of its creditors, or (iv) the admission in writing by
the  Manager  or  any Credit Enhancer that it is unable to pay its debts as they
become  due.

     4.2     Remedies.  Upon  the  occurrence  of  an  Event  of  Default,  all
             --------
obligations  of EPK hereunder shall be suspended and EPK may exercise all rights
and  remedies  granted in this Agreement, in any Credit Enhancement and/or under
applicable  law,  and may offset all Manager's compensation then due against any
sums  due  EPK.


     ARTICLE  V
     MISCELLANEOUS

     5.1     Term.  This  Agreement  may  be  terminated by EPK immediately upon
             ----
written  notice  to  the  Manager  or  by the Manager upon 30 days after Manager
delivers  written  notice  to  EPK  and shall terminate without notice by either
Party on October 3, 2005; provided, that notwithstanding the termination of this
Agreement,  this  Agreement shall continue in full force and effect with respect
to  any  Transactions  with respect to which Manager has not fully performed its
obligations  hereunder  until  such  time  as  such  performance  is  completed.

     5.2     Entire  Agreement.  Amendments. etc. This Agreement constitutes the
             -----------------
entire  agreement  and  understanding of the Manager with respect to its subject
matter  and  supersedes  all oral communications and prior writings with respect
thereto.  No  amendment  or  waiver  of  any provision of this Agreement nor any
consent  to  any  departure  by  either  Party  herefrom  shall  in any event be
effective  unless  the  same shall be in writing and signed by the Party against
whom  enforcement  of such amendment, waiver or consent is sought, and then such
waiver  or  consent shall be effective only in the specific instance and for the
specific  purpose  for  which  given.

     5.3     No Waiver, Remedies. No failure on the part of EPK to exercise, and
             -------------------
no  delay on the part of EPK in exercising, any right hereunder shall operate as
a waiver of such right; nor shall any single or partial exercise of any right by
EPK  preclude any further or subsequent exercise of the same or any other right.
The  remedies  herein  provided are cumulative and not exclusive of any remedies
provided  by  law.

     5.4     Notices.  etc. Any notice or other communication in respect of this
             -------------
Agreement  may  be given in any form set forth below to the address or number or
in  accordance with the electronic messaging system details provided on Schedule
I  and  will  be  deemed  effective  as  indicated:

          (i)     If  in  writing  and delivered in person or by courier, on the
date  it  is  delivered;

          (ii)     if  sent  by  facsimile  transmission,  on  the  date  that
transmission  is  received by a responsible employee of the recipient in legible
form  (it  being agreed that the burden of proving receipt will be on the sender
and will not be met by a transmission report generated by the sender's facsimile
machine);  or

          (iii)     if  sent  by  certified or registered mail or the equivalent
(return  receipt  requested)  on  the  date  it  is  delivered.

Either  Party may by written notice to the other change the address or facsimile
number  or  electronic messaging system details at which notices are to be given
to  it.

     5.5     Captions.  The  captions  in  this Agreement are for convenience of
             --------
reference  only  and are not to be given any substantive meaning or significance
whatever  in  construing  the  terms  and  provisions  of  this  Agreement.

     5.6     Transfer.  Neither this Agreement nor any interest or obligation in
             --------
or  under  this  Agreement  may  be  transferred  (whether by way of security or
otherwise)  by  the  Manager without the prior written consent of EPK.  EPK may,
with  written  notice  to the Manager, assign or transfer all or any part of its
interests  and  obligations  herein  to  any other Person, and such other Person
shall thereupon become vested with all rights and obligations in respect thereof
granted  to  and  assumed  by  EPK  herein  or  otherwise.

     5.7     GOVERNING  LAW.  THIS  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
             --------------
AND  INTERPRETED  IN  ACCORDANCE  WITH  THE  LAWS  OF  TEXAS.

     5.8     GOVERNING  LAW;  CONSENT  TO  FORUM.  THIS  AGREEMENT  HAS  BEEN
             --------------   ------------------
NEGOTIATED,  EXECUTED  AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN
DALLAS  COUNTY, TEXAS.  AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND
REGARDLESS  OF  ANY  PRESENT  OR  FUTURE  DOMICILE  OR  OTHER PRINCIPAL PLACE OF
BUSINESS OF MANAGER OR EPK, MANAGER HEREBY CONSENTS AND AGREES THAT THE DISTRICT
COURT  OF  DALLAS COUNTY, TEXAS, OR, AT EPK'S OPTION, THE UNITED STATES DISTRICT
COURT  FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, SHALL HAVE EXCLUSIVE
JURISDICTION  TO  HEAR  AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN MANAGER AND
EPK  PERTAINING  TO  THIS  AGREEMENT  OR  TO  ANY OTHER MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT.  MANAGER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND MANAGER
HEREBY  WAIVES  ANY OBJECTION WHICH MANAGER MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION,  IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
                                 ----- --- ----------
GRANTING  OF  SUCH  LEGAL  OR  EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.  MANAGER  HEREBY  WAIVES  PERSONAL  SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER  PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED  TO  MANAGER AT THE ADDRESS LAST KNOWN TO EPK AND THAT SERVICE SO MADE
SHALL  BE  DEEMED COMPLETED UPON THE EARLIER OF MANAGER'S ACTUAL RECEIPT THEREOF
OR  3  DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.  NOTHING IN
THIS  AGREEMENT  SHALL  BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF EPK TO SERVE
LEGAL  PROCESS  IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW,  OR  TO PRECLUDE THE
ENFORCEMENT  BY  MANAGER  OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE
TAKING  OF  ANY  ACTION  UNDER  THIS  AGREEMENT  TO  ENFORCE  SAME  IN ANY OTHER
APPROPRIATE  FORUM  OR  JURISDICTION.

     5.9     JURY  TRIAL;  DAMAGES.  THE  MANAGER  HEREBY  (A)  IRREVOCABLY  AND
             ---------------------
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN
ANY  LEGAL  ACTION  OR  PROCEEDING  RELATING  TO  THIS  AGREEMENT  AND  FOR  ANY
COUNTERCLAIM  THEREIN;  (B)  IRREVOCABLY WAIVES, TO THE EXTENT NOT PROHIBITED BY
LAW,  ANY  RIGHT  THEY  MAY  HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR
IN  ADDITION  TO,  ACTUAL  DAMAGES;  (C)  CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE  OR  COUNSEL  FOR  ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
OTHERWISE,  OR  IMPLIED  THAT  SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK  TO  ENFORCE  THE FOREGOING WAIVERS; AND (D) ACKNOWLEDGES THAT THEY ENTERED
INTO  THE AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY, BASED UPON, AMONG
OTHER  THINGS,  THE  WAIVERS  AND  CERTIFICATIONS  CONTAINED  IN  THIS  SECTION.

     5.10     Attorneys'  Fees.  Manager  shall  pay  all  EPK's  legal fees and
              ----------------
expenses  in  connection  with  the  enforcement  of  this  Agreement.

     5.11     No  Rights Conferred Upon Third Parties. This Agreement is for the
              ---------------------------------------
benefit of the Parties hereto and nothing contained herein shall be construed to
give  any  third  party  any  benefits  or  rights  hereunder.

     5.12     Counterparts. This Agreement may be executed in counterparts, each
              ------------
of which shall be an original but all of which together shall constitute one and
the  same  instrument.

     5.13     COMPLIANCE  WITH  LAWS.  MANAGER SHALL STRICTLY OBSERVE AND COMPLY
              ----------------------
WITH  ALL  FEDERAL,  STATE  AND  LOCAL  LAWS  AND  REGULATIONS  WHICH GOVERN THE
MANUFACTURE,  SALE,  HANDLING  AND  DISPOSAL  OF  ANY PRODUCTS HEREIN SPECIFIED.
MANAGER ALSO AGREES TO COMPLY WITH THE PROVISIONS RELATING TO THE FCCA SET FORTH
IN  EXHIBIT  B.  IF  MANAGER  VIOLATES  ANY  OF  SUCH  LAWS OR REGULATIONS OR IS
OFFICIALLY  CHARGED  WITH  SUCH VIOLATIONS, EPK IN ITS SOLE DISCRETION MAY TREAT
THIS  CONDUCT  AS  A BREACH OF THIS WHOLE AGREEMENT AND IN ADDITION TO ANY OTHER
REMEDIES,  MAY  IMMEDIATELY  TERMINATE  THIS  AGREEMENT.

     5.14     Guaranty.  The  Manager  shall  cause the Guarantor to execute and
              --------
deliver  the  Guaranty and take all actions reasonably requested by EPK to cause
the  Guarantor  to  perform  its  obligations  under  the  Guaranty.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

<PAGE>


     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  set  forth  above.

     MANAGER:

     SENTRY  TECHNOLOGY  CORPORATION


     By:  /s/  PETER  J.  MUNDY
        -----------------------

     Title:  Vice  President  &  CFO
             -----------------------

     Date:  October  10,  2002
            ------------------




     EPK:

     EPK  FINANCIAL  CORPORATION

     By:  /s/  EDWARD  P.  KING
        -----------------------
     Edward  P.  King
     Title:  President
     Date:  October  25,  2002
            ------------------

<PAGE>
                                 SCHEDULE  I
                                     TO
                               MASTER  AGREEMENT
         EXECUTED  AND  DELIVERED  AS  OF  OCTOBER  10,  2002  BETWEEN
               SENTRY  TECHNOLOGY  CORPORATION  (the  "Manager")

                                    AND
                     EPK  FINANCIAL  CORPORATION  ("EPK")


                          ADDRESSES  FOR  NOTICES
                          -----------------------


Address  for  notices  to  the  Manager:

     Address:  350  Wireless  Blvd.  Hauppauge,  NY  11788

     Attention:  Peter  J.  Mundy

     Facsimile:  631-232-0954     Phone:  631-881-2005

With  a  courtesy  copy  of  any  material  notice  to the Company's counsel at:

     Mark  Haltzman,  Esq.
     Mark  S.  Haltzman  &  Associates
     One  Belmont  Avenue,  Suite  300
     Bala  Cynwyd,  PA  19004
     Tel  :  610-668-0865
     Fax  :  610-668-1915


Address  for  notices  to  EPK:

     Address:  2711  Cedar  Springs  Dallas,  TX  75201

     Attention:  Edward  P.  King

     Facsimile:  214/871-0082     Phone:  214/871-0055


<PAGE>



                                                                 EXHIBIT 10.31



                                MASTER  AGREEMENT

     This  Master Agreement dated as of October 10, 2002 is by and between Knogo
North  America  Inc.,  a  Delaware  corporation  and Video Sentry Corporation, a
division  of  Knogo  North  America  Inc. (collectively, the "Manager"), and EPK
Financial  Corporation,  a  Texas  corporation  ("EPK").

     PRELIMINARY  MATTERS

          A.     The  Manager  may,  from  time  to  time,  identify  trading
opportunities  involving  the  purchase  and  resale  of  goods.

          B.     The  Parties  wish  to  set forth their agreement regarding the
terms  upon  which  EPK  may  agree  to  purchase  and resell such goods and the
provision  of  management  services  by,  and  compensation  of,  the Manager in
connection  therewith.

     AGREEMENT

     In  consideration  of the premises, and of the representations, warranties,
covenants,  agreements,  and conditions contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Manager  and  EPK  hereby  agree  as  follows:

     ARTICLE  I
     INTERPRETATION

     1.1     Certain Definitions. As used in this Agreement, the following terms
             -------------------
have  the  meanings  specified:

          "Affiliate" when used with respect to a Person, means any other Person
           ---------
whom  directly  or indirectly through one or more intermediaries controls, or is
controlled  by, or is under common control with, such Person. The term "control"
(including  the correlative term "controlled") means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting stock, by contract
or  otherwise.

          "Agreement"  has  the  meaning  specified  in  Section  1.4.
           ---------

          "Business  Day"  means  any day which is not a Saturday, a Sunday or a
           -------------
day  on which national banks in the State of Texas are authorized or required by
law  to  be  closed.

          "Confirmation"  means  a confirmation in the form of Exhibit A or such
           ------------
other  form  of  written  instrument  as  to  which  the  Parties  may  agree.

          "Credit Enhancement," with respect to a Transaction and if applicable,
           ------------------
means  the letter of credit, guaranty, bond or other form of credit support with
respect  to the obligations of the Purchaser under such Transaction, provided by
the  Credit  Enhancer  for  such  Transaction.

          "Credit Enhancer," with respect to a Transaction, means the Person, if
           ---------------
any,  identified  as  such in the Confirmation with respect to such Transaction.

          "EPK"  has  the  meaning  specified in the preamble to this Agreement.
           ---

          "EPK Minimum Proceeds," with respect to a Transaction, has the meaning
           --------------------
specified  in  the  Confirmation  for  such  Transaction.

          "EPK  Purchase  Price,"  with  respect  to  a  Transaction,  means the
           --------------------
aggregate  purchase  price payable and/or paid to the Vendor for the Goods under
such  Transaction  as  set  forth  in  the  Vendor  Pro  Forma  Invoice for such
Transaction  and  the  Confirmation  with  respect  to  such  Transaction.

          "Event  of  Default"  has  the  meaning  specified  in  Section  4.1.
           ------------------

          "FCPA" means the U.S. Foreign Corrupt Practices Act, 15 U.S.C. 78a, et
           ----
seq.,  as  amended,  supplemented  and  replaced  from  time  to  time.

          "Governmental  Authority"  means  any  government  or  any  political
           -----------------------
subdivision or agency, department or instrumentality thereof, including, without
limitation  any  court  or  administrative  body.

          "Goods,"  with respect to a Transaction, means the goods identified as
           -----
such  in  the  Confirmation  with  respect  to  such  Transaction.

          "Guarantor"  means  Sentry  Technology  Corporation.  The  Guarantor
           ---------
constitutes  a  Credit  Enhancer  with  respect  to  all Transactions hereunder.

          "Guaranty"  means the guaranty of the Guarantor, in form acceptable to
           --------
EPK,  delivered  pursuant  to Section 5.14. The Guaranty shall constitute Credit
Enhancement  with  respect  to  all  Transactions  hereunder.

          "Manager's Compensation," with respect to a Transaction and subject to
           ----------------------
Section  2.5,  the compensation of the Manager for performing his obligations in
respect  of  such  Transaction  under  the  Agreement,  as  specified  in  the
Confirmation  with  respect  to  such  Transaction.

          "Party"  means  EPK  or  the  Manager.
           -----

          "Person" means collectively, any individual, partnership, corporation,
           ------
limited  liability  company,  business  trust,  joint  stock  company,  trust,
unincorporated  organization,  joint  venture,  firm  or  other  entity,  or
Governmental  Authority.

          "Purchase  Order,"  with respect to a Transaction, means the agreement
           ---------------
referring  to  purchase  orders from the Purchaser for the Goods with respect to
such  Transaction, including any and all additions, substitutions, replacements,
and/or  changes  thereto.

          "Purchaser,"  with  respect  to  a  Transaction,  means  the  Person
           ---------
identified  as  such  in  the  Confirmation  with  respect  to such Transaction,
including  any  and  all  additions, substitutions, replacements, and/or changes
thereto.

          "Purchaser  Purchase  Price," with respect to a Transaction, means the
           --------------------------
aggregate  purchase  price  payable  by  the  Purchaser for the Goods under such
transaction  as  set  forth  in  the Purchase Order for such Transaction and the
Confirmation  with respect to such Transaction, including any and all additions,
substitutions,  replacements,  and/or  changes  thereto.

          "Solvent,"  as to any Person, such Person (a) owns property whose fair
           -------
salable  value  is  greater than the amount required to pay all of such Person's
indebtedness  (including  contingent  debts),  (b)  is  able  to  pay all of the
indebtedness  as  such  indebtedness  matures  and (c) has capital sufficient to
carry  on  its  business  and  transactions and all business and transactions in
which  it  is  about  to  engage.

          "Taxes"  means  all taxes, tariffs, duties, stamp taxes or fees of any
           -----
description  due any Governmental Authority arising out of or in connection with
any Transaction, excepting only United States federal income taxation of EPK and
any  State  of  Texas  tax  based  on  the  net  income  of  EPK.

          "Transaction"  means a particular transaction governed by the terms of
           -----------
this  Agreement,  including the terms set forth in the Confirmation with respect
to  such  transaction.

          "Vendor,"  with  respect to a Transaction, means the Person identified
           ------
as  such in the Confirmation with respect to such Transaction, including any and
all  additions,  substitutions,  replacements,  and/or  changes  thereto.

          "Vendor  Pro  Forma  Invoice" with respect to a Transaction, means the
           ---------------------------
contract  from  the  Vendor  for  the  Goods  with  respect to such Transaction,
including  any  and  all  additions, substitutions, replacements, and/or changes
thereto.

     1.2     Other  Definitional  Provisions.
             -------------------------------

          a.     Unless  otherwise  specified therein, all terms defined in this
Agreement  have  the  above-defined  meanings  when  used  in  any Confirmation,
certificate,  amendment,  report  or  other  document made or delivered pursuant
hereto.

          b.     Each  term  defined  in  the singular form in Section 1.1 shall
mean  the  plural  thereof  when  the  plural  form of such term is used in this
Agreement  or any Confirmation, certificate, amendment, report or other document
made  or  delivered pursuant hereto, and each term defined in the plural form in
Section  1.1 shall mean the singular thereof when the singular form of such term
is  used  herein  or  therein.

          c.     The  words  "hereof,"  "herein,"  "hereunder" and similar terms
when  used in this Agreement shall refer to this Agreement as a whole and not to
any  particular  provision  of this Agreement, and section, schedule and exhibit
references  herein  are  references  to sections, schedules and exhibits to this
Agreement  unless  otherwise  specified.

          d.     The  word  "including"  when  used herein shall mean "including
without  limitation."

          e.     Unless  otherwise  specified herein, all times set forth herein
are  Dallas,  Texas  time.

     1.3     Inconsistency.  In  the  event  of  any  inconsistency  between the
             -------------
provisions  of  any  Confirmation  and  this  Agreement,  such Confirmation will
prevail  for  the  purpose  of  (but  only  for  the  purpose  of)  the relevant
Transaction.

     1.4     Single  Agreement. All Transactions are entered into in reliance on
             -----------------
the  fact  that  this  Master  Agreement  and  all  Confirmations  form a single
agreement  between  the  Parties (collectively referred to as this "Agreement"),
and  the  parties  would  not  otherwise  enter  into  any  Transactions.


     ARTICLE  II
     TRANSACTIONS

     2.1     Offer.  The Manager may, from time to time propose a Transaction by
             -----
submitting to EPK a proposed Confirmation setting forth for such Transaction the
Goods,  the  EPK  Minimum Proceeds, the Manager's Compensation, the EPK Purchase
Price,  the  Vendor,  the  Purchaser  Purchase Price, the Purchaser, information
sufficient  to  enable to EPK to determine the relative credit worthiness of the
Purchaser,  the Purchaser's terms and method of payment in the transaction, and,
if applicable, the Credit Enhancer, and attaching copies of the Vendor Pro Forma
Invoice,  the  Purchase  Order and, if applicable, the Credit Enhancement (other
than the Guaranty) with respect to the proposed Transaction, and any other items
which  EPK  may  request  from  time to time to properly review the Transaction.

     2.2     Acceptance.  EPK  shall  have  no  obligation  to  enter  into  any
             ----------
proposed  Transaction.  In  the  event  that  EPK  and  the Manager agree upon a
proposed  Transaction,  such  agreement  shall be evidenced by the execution and
delivery (which may be by telecopy) of a Confirmation setting forth the terms of
such  Transaction.  The  Confirmation with respect to a Transaction shall become
effective  upon  all of the following having occurred (i) execution and delivery
thereof  by both of the Parties; (ii) assignment (or other means of transfer) to
EPK acceptable to EPK of any Credit Enhancement with respect to the Transaction;
(iii)  if requested by EPK, deliver to EPK a letter from each and every creditor
of Manager that now or hereafter holds a security interest in or lien on any and
all  of  Manager's  Inventory  and Accounts and all personal property whereunder
each  of  them  shall  have  consented  to the Transactions contemplated by this
Agreement  and shall have acknowledged EPK's sole and exclusive ownership in the
Goods  and all proceeds thereof; and (iv) if requested by EPK, the establishment
of  a  lock  box  account  over  which  EPK shall have sole access, dominion and
control  at  a  state or national bank acceptable to EPK (the "Lock Box") at the
sole  cost  and  expense  of  Manager.

     2.3     Services  of  the  Manager.  Unless  otherwise  specified  in  the
             --------------------------
Confirmation  relevant  to  a  Transaction,  the  Manager  and/or  it agents and
representatives  shall:  (a)  cause  the Goods to be shipped to the Purchaser in
accordance  with  the  Purchase  Order relevant to such Transaction and bear all
costs,  including  any  shipping  costs  and messenger expenses and legal costs,
incidental  to  such  Transaction;  (b)  indemnify  and hold EPK and its assigns
harmless  from  and  against any loss caused by the failure of (i) the Vendor or
any  shipper  to  timely  deliver Goods which conform to the requirements of the
Vendor  Invoice,  the  Purchase Order and applicable law, or (ii) the Manager to
truthfully  represent the Purchaser's credit information or the terms and method
of payments in the transaction as contemplated in Section 3.1; (c) indemnify and
hold  EPK and its assigns harmless from and against any claim of or liability to
any  Person  arising  out  of  the Transaction, including without limitation any
claim  of  or  liability  to the Purchaser or any other Person in respect of the
Goods;  (d)  pay,  and  indemnify and hold EPK and its assigns harmless from and
against,  any  Taxes due in connection with such Transaction; (e) be responsible
for  performing  all  administrative  and  ministerial  tasks  relating  to  the
collection  of  such  invoices  to  the  Purchaser;  provided, however, that the
foregoing shall in no way limit EPK's right at any time and from time to time to
collect  amounts owing under such invoices directly; and provided, further, that
the  foregoing  shall  not  constitute  a  guaranty by Manager of the payment or
collection  of  such  invoices;  (f)  to  pay for and do all things necessary to
maintain  all  warranty,  service  and/or  other  post delivery obligations with
Purchaser;  and  (f)  not  perform  any  action which could result in reduced or
non-payment  by  Purchaser.

     2.4     Maximum  EPK  Purchase  Price.  Unless  otherwise  specified in the
             -----------------------------
Confirmation  relevant to a Transaction, the maximum EPK Purchase Price shall be
$300,000.00.

     2.5     Compensation  of  the  Manager.  The compensation of the Manager in
             ------------------------------
respect of its services in connection with a particular Transaction shall be the
Manager's  Compensation  set  forth  in  the  Confirmation  with respect to such
Transaction;  provided, that unless otherwise specified in the Confirmation with
respect  to  such  Transaction,  the compensation of the Manager in respect of a
particular Transaction shall be payable solely from the proceeds received by EPK
from  the Purchaser and, if applicable, the Credit Enhancer with respect to such
Transaction  and  only  to  the extent that such proceeds exceed the EPK Minimum
Proceeds  for  such Transaction. Prior to the payment of Manager's Compensation,
EPK  has  the right, in its sole discretion, to require the Manager to execute a
general  release  duly  notarized  in  form  acceptable to EPK. In the event EPK
receives  communication  of  any  kind  as  to  any  conflicting claims or legal
proceedings  made  by  any  Party  in  connection  with a particular Transaction
including,  but  not  limited  to,  the  Manager,  Vendor  and/or Purchaser, EPK
maintains  the  right,  and  is authorized by the Manager, and at Manager's sole
risk  to (1) retain an amount acceptable to EPK in trust to reserve against such
claims  and  legal proceedings, (2) file suit in interpleader or for declaratory
relief  and  deposit  such  funds  into  court  and/or  (3) deposit same with an
attorney  acceptable  to  EPK  in  trust for EPK, Manager and/or such claimants.

     2.6     Further Assurances.  The Manager hereby agrees that at any time and
             ------------------
from  time  to  time  after the execution of this Agreement, Manager shall, upon
request  of  EPK,  execute  and  deliver such further acts and things as EPK may
request  in  order to fully effect the purposes of this Agreement and to protect
EPK's  interests  in  the  Goods  and/or Credit Enhancements, including, but not
limited  to,  furnishing  any  and  all documents necessary to enable EPK or its
insurer  to  defend  itself  in  any  litigation arising in connection herewith.
Manager  shall  give  EPK  written notice of any action known by Manager to have
been  taken  by  a  third  party  which may jeopardize EPK's rights in the Goods
and/or  Credit  Enhancement  promptly  after  Manager becomes aware of the same.
Manager  hereby agrees to reimburse EPK for all out-of-pocket costs and expenses
(including  but  not  limited  to  reasonable attorneys fees) incurred by EPK in
connection with (i) any litigation, contest, dispute, suit, proceeding or action
(whether  instituted  by  EPK,  the  Vendor, the Purchaser, Manager or any other
person)  in  any  way relating to the Goods, the transactions or this Agreement,
(ii)  any  attempt  to  enforce  any  of  EPK's  rights  in  the Goods or Credit
Enhancements  in  the  transactions or under this Agreement against Manager, the
Vendor,  the  Purchaser or any other person, and/or (iii) any attempt to verify,
protect,  sell,  liquidate  or  otherwise  dispose  of  the  Goods and/or Credit
Enhancements.

     2.7     Title.  All  Goods  shall  at  all times be and remain the sole and
             -----
exclusive  property  of  EPK and titled in the name of EPK or such tradestyle as
may  be  acceptable  to  EPK.

     2.8     Insurance  on  Goods.  Manager  shall obtain insurance on behalf of
             --------------------
EPK  which  insures  the Goods against all risks or physical loss or damage with
warehouse  to warehouse coverage.  All such policies of insurance shall name EPK
as  the  additional insured party and as first loss-payee thereunder.  EPK shall
have  the right to file all insurance claims in EPK's or Manager's name, as well
as  the  right  to  acquire insurance, at the sole cost of Manager, if Manager's
insurance  is  terminated  or  deemed  insufficient  by  EPK.

     2.9.     Collection  of  Purchaser  Purchase  Price.  Subject to the Credit
              ------------------------------------------
Enhancement  identified as such in the Confirmation, all invoices shall instruct
the  Purchaser  to  remit  their  payments  directly  to  the Lock Box.  Without
limiting  the foregoing, in the event that Manager shall receive any remittances
from  any  Purchaser  from  time-to-time  on  account  of  Transactions,  such
remittances  shall  be  and  remain  EPK's  property and Manager shall hold such
remittances  as  trustee  of  an express trust for EPK's benefit and immediately
deliver  over  to  EPK for deposit or cause to be deposited the same in the Lock
Box  or to EPK or to such other account designated by EPK.  Manager acknowledges
that  such remittances are the sole and exclusive property of EPK.  All payments
of the Purchaser's Purchase Price which are made through presentment of a letter
of  credit shall instruct the collecting or paying bank of said letter of credit
to make payment by wire transfer of immediately available funds to the Lock Box,
to  EPK or to such other account designated by EPK.  All funds deposited in said
special  account  are  the  sole  and  exclusive  property  of  EPK. EPK and its
directors,  officers  and  agents  shall  have  the right to sign and endorse on
behalf  of Manager all checks, drafts and other forms of payment received by EPK
in connection with the payment of any account. Manager appoints EPK or any other
person  EPK  may from time to time designate, as Manager's attorney-in-fact with
power  to:

(a)     endorse  Manager's  name on any checks, drafts or other forms of payment
or  security  that  may  come  into  possession;

(b)     sign Manager's name on notices of assignment, verifications of accounts,
verifications  of Purchase Orders and notices to current and/or potential future
Purchasers;

(c)     receive,  open and dispose of all mail addressed to Manager and received
by  EPK;

(d)     send notices of assignment, requests for verification of Purchase Orders
or  requests  for  verification  of  accounts to current and/or potential future
Purchasers;

(e)     to  sign  Manager's  name  and  file  any  federal  and  state Financing
Statement(s)  /  recordations  /  registrations  /  continuation  statements  /
assignments  /  subordinations  /  terminations,  etc. and/or amendments (UCC-1,
UCC-2,  UCC-3,  etc.);

(f)     to  use  the name of Manager and, in EPK's sole discretion, to litigate,
file in court and/or serve documents in respect to, and, for an amount less than
face  value  or  cost;  etc.  in  prosecuting  and/or defending any action/claim
brought by/against/involving Manager / EPK / Purchaser and/or any third parties;

(g)     to  settle,  compromise,  surrender  Goods and/or security or modify any
such  Purchase  Order and otherwise deal with Purchaser, those with whom Manager
and/or  Purchaser  has  contracted,  for  the  account  and  risk  of  Manager,
notwithstanding  any  effect  on  any  Purchase  Order;  and

(h)     do  all  things  necessary  to  carry  out  the terms of this Agreement.

     2.10     Access  to  Information  and  Control  Over  Goods.  Manager shall
              --------------------------------------------------
provide  EPK  with  any  and  all  information  which EPK may reasonably request
concerning  the  Goods,  the  Purchaser,  the Vendors, Manager, and/or any other
parties  involved  with the Goods, including, but not limited to, the inspection
of  the  books  and  records of Manager by EPK and its representatives.  Manager
shall  provide  EPK  with  immediate  access  to  any and all Goods in Manager's
possession,  actual or constructive, upon request by EPK.  In the event that EPK
determines  in  good faith that it is necessary for EPK to assert or enforce its
rights  as  owner of the Goods in order to adequately protect its interests, EPK
shall  be  permitted to take, and Manager shall assist EPK in taking any and all
action  as  EPK  deems  necessary,  including, but not limited to, (i) notifying
freight forwarders, the Purchasers, the Vendors and other third parties of EPK's
interest  in  the Goods, and (ii) taking immediate and complete physical control
over  the  Goods  and  the  proceeds  and  products  thereof.

     2.11.     NO  WARRANTIES  ON GOODS.  ALL GOODS COVERED BY THE AGREEMENT ARE
               ------------------------
RESOLD  BY  EPK  "AS IS" AND "WITH ALL FAULTS," AND MANAGER ACKNOWLEDGES THAT NO
WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR ANY PARTICULAR PURPOSE ARE TO BE
IMPLIED  IN THE AGREEMENT.  EPK GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE
DESCRIPTION,  QUALITY,  MERCHANTABILITY,  FITNESS  FOR  ANY  PARTICULAR PURPOSE,
PRODUCTIVENESS, OR ANY OTHER MATTER OF ANY OF THE GOODS.  EPK SHALL BE IN NO WAY
RESPONSIBLE  FOR  THE  PROPER  USE  OR  SERVICE  OF  THE  GOODS.


     ARTICLE  III
     REPRESENTATIONS  AND  WARRANTIES

     3.1     The  Manager.  The  Manager hereby represents and warrants, and the
             ------------
delivery  by  the  Manager  of  each  Confirmation  shall constitute the further
representation  and  warranty  of  the  Manager,  that:

          (a)     The  Manager  is  a  corporation  duly  organized  and validly
existing  and  in  good  standing  under  the  laws  of  Delaware.

          (b)     the  Manager  has  all  requisite authority to enter into this
Agreement  and  to  perform  all  the obligations required to be performed by it
hereunder;

          (c)     neither  the  execution  and  delivery  by the Manager of this
Agreement,  nor the consummation of any of the Transactions herein contemplated,
nor  compliance  with  the  terms  and  provisions  hereof,  will (i) materially
contravene  or  conflict  with  the  articles  of incorporation or bylaws of the
Manager,  any  requirement  of  law  to  which  the  Manager  is subject, or any
indenture,  mortgage,  deed  of trust, or other agreement or instrument to which
the  Manager  is  a  party or by which the Manager may be bound, or to which the
property  of  the  Manager  may  be  subject,  or (ii) result in the creation or
imposition  of  any  lien on the property of the Manager by any party other than
EPK;

          (d)     this  Agreement  is the legal, valid and binding obligation of
the  Manager,  enforceable  against  the  Manager  in accordance with its terms;

          (e)     there  is  no  material  fact  relevant  to  the  transactions
contemplated  by  this Agreement (and in the case of each Confirmation, there is
no  material  fact  relevant  to the Transaction set forth in such Confirmation)
known  to  the  Manager  that  the  Manager  has  not  disclosed  to  EPK;

          (f)     the  Manager  is not (and in the case of each Confirmation, to
the  knowledge  of  the Manager after due inquiry, neither the Purchaser nor the
Vendor  thereunder  is)  in default under any loan agreement, mortgage, security
agreement or other material agreement or obligation to which it is a party or by
which  any  of  its  property  is  bound;

          (g)     there  are  no  material  actions,  suits or legal, equitable,
arbitration  or  administrative  proceedings pending, or to the knowledge of the
Manager  threatened,  against the Manager (and in the case of each Confirmation,
to  the  knowledge  of  the  Manager  after  due  inquiry, there are no material
actions,  suits  or  legal, equitable, arbitration or administrative proceedings
pending,  or  threatened,  against  the  Purchaser  or  the  Vendor thereunder);

          (h)     all  tax  returns  required  to be filed by the Manager in any
jurisdiction  have  been  filed  and  all  taxes,  assessments,  fees  and other
governmental  charges  upon the Manager or upon any of its properties, income or
franchises have been paid prior to the time that such taxes could give rise to a
lien  thereon;

          (i)     neither  the  execution and delivery of this Agreement nor the
consummation of any of the transactions contemplated hereby requires the consent
or  approval  of,  the  giving  of  notice to, or the registration, recording or
filing by the Manager or any other Person of any document with, or the taking of
any  other  action  in  respect  of,  any  Governmental  Authority  which  has
jurisdiction  over  the  Manager  (or,  in  the  case  of each Confirmation, the
Purchaser  or  the  Vendor  thereunder)  or  any  of  its  property;

          (j)     the  Manager  has  delivered to EPK a list of creditors of the
Manager; Annual Reports for Sentry Technology Corporation pursuant to Section 13
or  15d  of  the  Securities  Exchange  Act  of 1934 for the fiscal years ending
December  31, 2000 and December 31, 2001; Quarterly Report for Sentry Technology
Corporation  pursuant  to  Section  13  or 15d of the Securities Exchange Act of
1934;  and  Corporate  Tax  Returns  for  Sentry  Technology  Corporation  and
subsidiaries  for  the  period ending 12/31/00 and  12/31/01. Such lists, Annual
and  Quarterly  Reports,  and Corporate Tax Returns are accurate in all material
respects;

          (k)     the  Manager  (and,  in  the case of each Confirmation, to the
best  knowledge  of  the  Manager,  the  Purchaser and the Vendor thereunder) is
Solvent;

          (l)     none  of the Purchaser, the Vendor or the Credit Enhancer with
respect  to  any  Transaction  is  an  Affiliate  of  the  Manager;

          (m)     all information furnished by the Manager in each Confirmation
is true, correct, and  complete;

          (n)     the  Manager  has  paid and will continue to pay and maintain
in current standing  all  taxes, insurances, licenses, etc. required for conduct
of its business  or  profession; and

          (o)     the Manager will not merge, consolidate or otherwise alter or
modify its corporate  name, structure, or existence, re-incorporate or
re-organize, or enter into or engage in any operation or activity materially
different from that presently  being  conducted  by  the  Manger.

All representations and warranties by the Manager herein shall survive until all
obligations  of  the  Manager under this Agreement have been irrevocably paid in
full,  and  any  investigation at any time made by or on behalf of EPK shall not
diminish  the  right  of  EPK  to  rely  thereon.


     ARTICLE  IV
     DEFAULT;  REMEDIES

     4.1     Event  of  Default.  An  Event of Default shall exist if any one or
             ------------------
more  of  the  following occurs and remains uncured after five (5) Business Days
written  notice  thereof:

          (a)     The  Manager  fails  to  make any payment due hereunder on the
date  that  such  payment  is  due;

          (b)     the  Manager  fails  to  observe  or  perform  any other term,
covenant or agreement set forth in this Agreement on its part to be performed or
observed  and  such failure continues unremedied for five (5) Business Days past
the  date  when  such  observance  or  performance  is  due;

          (c)     any  material  statement,  warranty or representation by or on
behalf  of  the Manager contained in this Agreement, (including any Confirmation
or  other  writing  furnished  in connection with this Agreement) proves to have
been  incorrect  or misleading in any material respect when made or deemed made;

          (d)     any  provision of this Agreement shall for any reason cease to
be  in  full  force and effect, or be declared null and void or unenforceable in
whole  or  in part, or the validity or enforceability of any such document shall
be  challenged  or  denied;  or

          (e)     (i)  the commencement by the Manager or any Credit Enhancer as
debtor  of  any  case  or  proceeding  under  any  bankruptcy,  insolvency,
reorganization,  liquidation,  dissolution or similar law, or the seeking by the
Manager  or  any  Credit  Enhancer  of  the  appointment of a receiver, trustee,
custodian  or  similar  official  for such Person or any substantial part of its
property,  (ii)  the  commencement  of  any  such case or proceeding against the
Manager,  (iii)  the  making  by the Manager or any Credit Enhancer of a general
assignment for the benefit of its creditors, or (iv) the admission in writing by
the  Manager  or  any Credit Enhancer that it is unable to pay its debts as they
become  due.

     4.2     Remedies.  Upon  the  occurrence  of  an  Event  of  Default,  all
             --------
obligations  of EPK hereunder shall be suspended and EPK may exercise all rights
and  remedies  granted in this Agreement, in any Credit Enhancement and/or under
applicable  law,  and may offset all Manager's compensation then due against any
sums  due  EPK.


     ARTICLE  V
     MISCELLANEOUS

     5.1     Term.  This  Agreement  may  be  terminated by EPK immediately upon
             ----
written  notice  to  the  Manager  or  by the Manager upon 30 days after Manager
delivers  written  notice  to  EPK  and shall terminate without notice by either
Party on October 2, 2005; provided, that notwithstanding the termination of this
Agreement,  this  Agreement shall continue in full force and effect with respect
to  any  Transactions  with respect to which Manager has not fully performed its
obligations  hereunder  until  such  time  as  such  performance  is  completed.

     5.2     Entire  Agreement.  Amendments. etc. This Agreement constitutes the
             -----------------
entire  agreement  and  understanding of the Manager with respect to its subject
matter  and  supersedes  all oral communications and prior writings with respect
thereto.  No  amendment  or  waiver  of  any provision of this Agreement nor any
consent  to  any  departure  by  either  Party  herefrom  shall  in any event be
effective  unless  the  same shall be in writing and signed by the Party against
whom  enforcement  of such amendment, waiver or consent is sought, and then such
waiver  or  consent shall be effective only in the specific instance and for the
specific  purpose  for  which  given.

     5.3     No Waiver, Remedies. No failure on the part of EPK to exercise, and
             -------------------
no  delay on the part of EPK in exercising, any right hereunder shall operate as
a waiver of such right; nor shall any single or partial exercise of any right by
EPK  preclude any further or subsequent exercise of the same or any other right.
The  remedies  herein  provided are cumulative and not exclusive of any remedies
provided  by  law.

     5.4     Notices.  etc. Any notice or other communication in respect of this
             -------------
Agreement  may  be given in any form set forth below to the address or number or
in  accordance with the electronic messaging system details provided on Schedule
I  and  will  be  deemed  effective  as  indicated:

          (i)     If  in  writing  and delivered in person or by courier, on the
date  it  is  delivered;

          (ii)     if  sent  by  facsimile  transmission,  on  the  date  that
transmission  is  received by a responsible employee of the recipient in legible
form  (it  being agreed that the burden of proving receipt will be on the sender
and will not be met by a transmission report generated by the sender's facsimile
machine);  or

          (iii)     if  sent  by  certified or registered mail or the equivalent
(return  receipt  requested)  on  the  date  it  is  delivered.

Either  Party may by written notice to the other change the address or facsimile
number  or  electronic messaging system details at which notices are to be given
to  it.

     5.5     Captions.  The  captions  in  this Agreement are for convenience of
             --------
reference  only  and are not to be given any substantive meaning or significance
whatever  in  construing  the  terms  and  provisions  of  this  Agreement.

     5.6     Transfer.  Neither this Agreement nor any interest or obligation in
             --------
or  under  this  Agreement  may  be  transferred  (whether by way of security or
otherwise)  by  the  Manager without the prior written consent of EPK.  EPK may,
with  written  notice  to the Manager, assign or transfer all or any part of its
interests  and  obligations  herein  to  any other Person, and such other Person
shall thereupon become vested with all rights and obligations in respect thereof
granted  to  and  assumed  by  EPK  herein  or  otherwise.

     5.7     GOVERNING  LAW.  THIS  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
             --------------
AND  INTERPRETED  IN  ACCORDANCE  WITH  THE  LAWS  OF  TEXAS.

     5.8     GOVERNING  LAW;  CONSENT  TO  FORUM.  THIS  AGREEMENT  HAS  BEEN
             --------------   ------------------
NEGOTIATED,  EXECUTED  AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN
DALLAS  COUNTY, TEXAS.  AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND
REGARDLESS  OF  ANY  PRESENT  OR  FUTURE  DOMICILE  OR  OTHER PRINCIPAL PLACE OF
BUSINESS OF MANAGER OR EPK, MANAGER HEREBY CONSENTS AND AGREES THAT THE DISTRICT
COURT  OF  DALLAS COUNTY, TEXAS, OR, AT EPK'S OPTION, THE UNITED STATES DISTRICT
COURT  FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, SHALL HAVE EXCLUSIVE
JURISDICTION  TO  HEAR  AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN MANAGER AND
EPK  PERTAINING  TO  THIS  AGREEMENT  OR  TO  ANY OTHER MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT.  MANAGER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND MANAGER
HEREBY  WAIVES  ANY OBJECTION WHICH MANAGER MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION,  IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
                                 ----- --- ----------
GRANTING  OF  SUCH  LEGAL  OR  EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.  MANAGER  HEREBY  WAIVES  PERSONAL  SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER  PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED  TO  MANAGER AT THE ADDRESS LAST KNOWN TO EPK AND THAT SERVICE SO MADE
SHALL  BE  DEEMED COMPLETED UPON THE EARLIER OF MANAGER'S ACTUAL RECEIPT THEREOF
OR  3  DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.  NOTHING IN
THIS  AGREEMENT  SHALL  BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF EPK TO SERVE
LEGAL  PROCESS  IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW,  OR  TO PRECLUDE THE
ENFORCEMENT  BY  MANAGER  OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE
TAKING  OF  ANY  ACTION  UNDER  THIS  AGREEMENT  TO  ENFORCE  SAME  IN ANY OTHER
APPROPRIATE  FORUM  OR  JURISDICTION.

     5.9     JURY  TRIAL;  DAMAGES.  THE  MANAGER  HEREBY  (A)  IRREVOCABLY  AND
             ---------------------
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN
ANY  LEGAL  ACTION  OR  PROCEEDING  RELATING  TO  THIS  AGREEMENT  AND  FOR  ANY
COUNTERCLAIM  THEREIN;  (B)  IRREVOCABLY WAIVES, TO THE EXTENT NOT PROHIBITED BY
LAW,  ANY  RIGHT  THEY  MAY  HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR
IN  ADDITION  TO,  ACTUAL  DAMAGES;  (C)  CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE  OR  COUNSEL  FOR  ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
OTHERWISE,  OR  IMPLIED  THAT  SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK  TO  ENFORCE  THE FOREGOING WAIVERS; AND (D) ACKNOWLEDGES THAT THEY ENTERED
INTO  THE AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY, BASED UPON, AMONG
OTHER  THINGS,  THE  WAIVERS  AND  CERTIFICATIONS  CONTAINED  IN  THIS  SECTION.

     5.10     Attorneys'  Fees.  Manager  shall  pay  all  EPK's  legal fees and
              ----------------
expenses  in  connection  with  the  enforcement  of  this  Agreement.

     5.11     No  Rights Conferred Upon Third Parties. This Agreement is for the
              ---------------------------------------
benefit of the Parties hereto and nothing contained herein shall be construed to
give  any  third  party  any  benefits  or  rights  hereunder.

     5.12     Counterparts. This Agreement may be executed in counterparts, each
              ------------
of which shall be an original but all of which together shall constitute one and
the  same  instrument.

     5.13     COMPLIANCE  WITH  LAWS.  MANAGER SHALL STRICTLY OBSERVE AND COMPLY
              ----------------------
WITH  ALL  FEDERAL,  STATE  AND  LOCAL  LAWS  AND  REGULATIONS  WHICH GOVERN THE
MANUFACTURE,  SALE,  HANDLING  AND  DISPOSAL  OF  ANY PRODUCTS HEREIN SPECIFIED.
MANAGER ALSO AGREES TO COMPLY WITH THE PROVISIONS RELATING TO THE FCCA SET FORTH
IN  EXHIBIT  B.  IF  MANAGER  VIOLATES  ANY  OF  SUCH  LAWS OR REGULATIONS OR IS
OFFICIALLY  CHARGED  WITH  SUCH VIOLATIONS, EPK IN ITS SOLE DISCRETION MAY TREAT
THIS  CONDUCT  AS  A BREACH OF THIS WHOLE AGREEMENT AND IN ADDITION TO ANY OTHER
REMEDIES,  MAY  IMMEDIATELY  TERMINATE  THIS  AGREEMENT.

     5.14     Guaranty.  The  Manager  shall  cause the Guarantor to execute and
              --------
deliver  the  Guaranty and take all actions reasonably requested by EPK to cause
the  Guarantor  to  perform  its  obligations  under  the  Guaranty.



                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

<PAGE>
     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  set  forth  above.

     MANAGER:

     KNOGO  NORTH  AMERICA  INC.


     By:  /s/  PETER  J.  MUNDY
          ---------------------

     Title:  Vice  President  &  CFO
             -----------------------

     Date:  October  10,  2002
            ------------------


     VIDEO  SENTRY  CORPORATION,  A  DIVISION  OF  KNOGO  NORTH  AMERICA  INC.


     By:  /s/  PETER  J.  MUNDY
          ---------------------

     Title:  Vice  President  &  CFO
             -----------------------

     Date:  October  10,  2002
            ------------------

     EPK:

     EPK  FINANCIAL  CORPORATION

     By:  /s/  EDWARD  P.  KING
          ---------------------
     Edward  P.  King
     Title:  President
     Date:  October  21,  2002
            ------------------

<PAGE>

                                  SCHEDULE  I
                                      TO
                               MASTER  AGREEMENT
         EXECUTED  AND  DELIVERED  AS  OF  OCTOBER  10,  2002  BETWEEN
            KNOGO NORTH AMERICA INC. AND VIDEO SENTRY CORPORATION,
                      A DIVISION OF KNOGO NORTH AMERICA INC.
                         (collectively, the "Manager")

                                     AND
                       EPK  FINANCIAL  CORPORATION  ("EPK")



    ADDRESSES  FOR  NOTICES
    -----------------------


Address  for  notices  to  the  Manager:

     Address:  350  Wireless  Blvd.  Hauppauge,  NY  11788

     Attention:  Peter  J.  Mundy

     Facsimile:  631-232-0954     Phone:  631-881-2005

With  a  courtesy  copy  of  any  material  notice  to the Company's counsel at:

     Mark  Haltzman,  Esq.
     Mark  S.  Haltzman  &  Associates
     One  Belmont  Avenue,  Suite  300
     Bala  Cynwyd,  PA  19004
     Tel  :  610-668-0865
     Fax  :  610-668-1915

Address  for  notices  to  EPK:

     Address:  2711  Cedar  Springs  Dallas,  TX  75201

     Attention:  Edward  P.  King

     Facsimile:  214/871-0082     Phone:  214/871-0055


<PAGE>


                                                               EXHIBIT 10.32



                             INTERCREDITOR AGREEMENT


This  agreement is made this 16th day of October, 2002, by and among KNOGO NORTH
AMERICA  INC.,  a Delaware corporation with a principal place of business at 350
Wireless  Boulevard,  Hauppauge, New York, 11788 (herein "KNOGO"), EPK FINANCIAL
CORPORATION,  a  Texas  corporation,  with  offices  at  2711 Cedar Springs Rd.,
Dallas,  Texas  75201  ("EPK"),  and THE CIT GROUP/BUSINESS CREDIT, INC., having
offices  located  at  1211  Avenue  of  the  Americas,  New York, New York 10036
("CIT").

     WHEREAS,  KNOGO  and CIT have entered into that certain Financing Agreement
having  an effective date of March 22, 2002, as amended, supplemented, modified,
extended,  or  renewed  from  time  to  time,  (the  "Financing Agreement"); and

     WHEREAS,  KNOGO  and  EPK entered into that certain Master Agreement(s) and
Form  of Confirmation between KNOGO and EPK dated as of October 10, 2002 (herein
the  "EPK  Agreement");  and

     WHEREAS,  EPK  will  finance the purchase of certain inventory on behalf of
KNOGO pursuant to the EPK Agreements, and KNOGO desires to assign certain monies
due  under  the  Financing Agreement to EPK in payment therefor, and EPK and CIT
wish  to  agree on certain intercreditor, assignment and related matters, all as
herein  further  set  forth.

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

1.  As  used in this Intercreditor Agreement, the following terms shall have the
following  meanings,  unless  the  context  otherwise  requires:

"Accounts"  shall  mean all present and future accounts, instruments, documents,
----------
chattel  paper  (including  electronic  chattel  paper),  general  intangibles
pertaining  thereto  (including  all payment intangibles and all other rights to
payment),  purchase  orders,  unpaid  seller's  rights, returned and repossessed
goods,  all  supporting obligations and letter of credit rights with respect to,
and  all  rights  to  the  goods  represented by, the foregoing and all cash and
non-cash  Proceeds  thereof.

"CIT  Collateral"  shall  mean  all  present  and  future  Accounts,  Equipment,
-----------------
Inventory,  Documents  of Title, General Intangibles, Subsidiary Stock, and Real
Estate  and  all  cash  and  non-cash  Proceeds  thereof.

"CIT  Obligations"  shall  mean  any  and  every  obligation,  indebtedness  and
------------------
liability  of KNOGO to CIT of whatsoever nature and howsoever evidenced, whether
now  existing  or  hereafter incurred, as set forth and defined in the Financing
Agreement,  whether  alone  or  jointly and/or severally with another or others,
whether  direct  or  indirect,  absolute  or contingent, matured or not matured,
including  but  in  no way limited to any and every obligation, indebtedness and
liability  arising  out  of  or  in  any  way  connected  with the CIT Financing
Agreement  or  any  agreements  entered  into  in  connection  therewith.

"Designated Amount" shall mean the payment relating to a specific Purchase Order
-------------------
Certificate  of  an  amount equal to the cost of the goods purchased or financed
pursuant  to  such  Purchase  Order  Certificate,  plus  all  applicable  fees,
commissions,  expenses  and other amounts owing by KNOGO to EPK and allocated to
such  EPK  Transaction.

"Documents  of  Title"  shall  mean  all  present and future warehouse receipts,
----------------------
bills  of  lading,  shipping  documents,  chattel paper, instruments and similar
documents,  all  whether  negotiable or not and all goods and Inventory relating
thereto  and  all  cash  and  non-cash  Proceeds  of  the  foregoing.


"EPK  Collateral"  shall  mean  the Inventory financed by EPK on behalf of KNOGO
-----------------
pursuant to the EPK Agreements, any Accounts or Proceeds resulting from the sale
thereof,  provided  that  all  such  assets are identified as such in a Purchase
Order  Certificate.

"EPK  Obligations"  shall  mean  any  and  every  obligation,  indebtedness  and
------------------
liability  of KNOGO to EPK of whatsoever nature and howsoever evidenced, whether
now  existing  or hereafter incurred, originally contracted with EPK and/or with
another  or  others  and now or hereafter owing to or acquired in any manner, in
whole  or  in  part, by EPK, whether direct or indirect, absolute or contingent,
matured  or  not  matured,  all  arising  out  of  the  EPK  Agreement.

"EPK  Transactions"  shall  mean  any  funding provided by EPK from time to time
-------------------
pursuant to the EPK Agreement for the purchase of certain inventory on behalf of
KNOGO.

"Equipment"  shall mean all present and hereafter acquired machinery, equipment,
-----------
furnishings  and  fixtures,  and  all  additions, substitutions and replacements
thereof,  wherever  located,  together  with all attachments, components, parts,
equipment  and accessories installed thereon or affixed thereto and all cash and
non-cash  Proceeds  thereof.

"General Intangibles" shall have the meaning set forth in the Uniform Commercial
---------------------
Code  as  in  effect  in  the  State  of  New  York  and  shall include, without
limitation,  all  present  and  future  right,  title and interest in and to all
tradenames,  Trademarks  (together  with  the  good  will associated therewith),
Patents,  licenses,  customer  lists, distribution agreements, supply agreements
and tax refunds, together with all monies and claims for monies now or hereafter
due  and  payable  in connection with any of the foregoing or otherwise, and all
cash  and  non-cash  Proceeds  thereof.

"Inventory" shall mean all present and hereafter acquired merchandise, inventory
-----------
and  goods,  and all additions, substitutions and replacements thereof, wherever
located,  together with all goods and materials used or usable in manufacturing,
processing,  packaging  or shipping same; in all stages of production - from raw
materials  through work-in-process to finished goods - and all cash and non-cash
Proceeds  thereof.

"Obligations"  shall  mean  the  CIT  Obligations  and  the  EPK  Obligations.
-------------

"Patents"  shall  mean all present and hereafter acquired patents and/or patents
---------
rights  and  all  cash  and  non-cash  Proceeds  thereof.

"Proceeds"  shall mean all proceeds as defined in the Uniform Commercial Code of
----------
New York State as well as all cash, securities, insurance proceeds, condemnation
awards  and  other property received in respect of any Collateral, including any
cash,  securities or other property received from any liquidations or adjustment
of debt of KNOGO and any portion of the Collateral or the proceeds thereof which
may  be  distributed  in  kind.

"Purchase Order Certificate" shall mean KNOGO's officer's certificate, signed by
----------------------------
an  authorized  officer  of  KNOGO  and  an  authorized  representative  of EPK,
indicating any applicable purchase orders and the Inventory and Accounts related
thereto,  including  all  applicable additions, substitutions or changes to such
purchase orders, all which have been financed by EPK on behalf of KNOGO pursuant
to  the  EPK  Agreements.  KNOGO and EPK shall identify the EPK Transactions and
the  EPK  Collateral  to  which the Purchase Order Certificate applies and shall
deliver  such  certificates to CIT from time to time pursuant to this Agreement.

"Real  Estate"  shall  mean  all  fee  and/or  leasehold  interests  in the real
--------------
property  and  all  cash  and  non-cash  Proceeds  thereof.


"Secured  Parties"  shall  mean  CIT  and  EPK.
------------------

"Subsidiary Stock" shall mean all present and future stock issued by any present
------------------
or  future  subsidiary  of KNOGO and/or the Guarantors and all cash and non-cash
Proceeds  thereof.


"Trademarks"  shall  mean  all  present and hereafter acquired trademarks and/or
------------
trademark  rights  together with the good will associated therewith and all cash
and  non-cash  Proceeds  thereof.

2.  Notwithstanding  any  agreement  between  KNOGO, EPK and CIT, whether now or
hereafter  arising,  or  any rule of law, and notwithstanding the time, order or
method of attachment, perfection, filing or recording, KNOGO, EPK and CIT hereby
agree  as  follows:

     (a)  Pursuant  to  the  EPK Agreement, EPK shall finance the purchase of
certain Inventory on behalf of KNOGO. KNOGO and EPK shall identify EPK
Transactions and the  EPK  Collateral  to  which this Agreement applies by
forwarding one or more Purchase  Order  Certificates, as addenda hereto, from
time to time to CIT. Once such  Purchase  Order  Certificate has been executed
by KNOGO and EPK and a copy thereof has  been delivered to CIT, subject to the
terms of this Intercreditor Agreement, CIT hereby subordinates its right, title,
claim, lien and interest in such  EPK  Collateral.  All EPK Collateral will
secure all EPK Obligations owing from  time  to  time  by  KNOGO  to  EPK
pursuant  to  the  EPK  Agreement. The subordination  of  CIT's interest in EPK
Collateral to the security interest and other  rights  of EPK in the EPK
Collateral shall remain in effect until EPK has received  payment  from KNOGO
therefor or the Designated Amount from CIT, as set forth herein. Notwithstanding
anything herein to the contrary, CIT subordination of  its  liens  hereunder is
limited  solely  to EPK Collateral which has been designated  in  a  Purchase
Order  Certificate  and  in which EPK has filed and perfected its security
interest and shall apply to EPK Obligations not to exceed $350,000  in  the
aggregate  at any one time outstanding. EPK hereby represents
that  it  has  or  will  file  a  UCC  financing  statement  relative to the EPK
Collateral  within  twenty  (20)  days  of  the  date  of  this  Agreement.  The
subordination  of  CIT's interest in the EPK Collateral to the security interest
of  EPK  in  the EPK Collateral shall remain in effect until all EPK Obligations
have  been  paid or otherwise satisfied in full. CIT may receive proceeds of EPK
Collateral  and  exercise right in EPK Collateral as set forth herein, including
Paragraph  6  herein  below.


     (b)  The  right,  title,  claim,  lien  and  interest  of  CIT  in  the CIT
Collateral,  including  any  and  all  other assets and collateral of KNOGO, but
excluding  EPK Collateral shall be superior to any right, title, claim, lien and
interest of EPK in the CIT Collateral and EPK hereby confirms that (i) EPK shall
have  no  and claim no interest in any CIT Collateral, and (ii) any interest EPK
may  now  or  hereafter  have  or  acquire  in  any  CIT  Collateral  is  hereby
subordinated  to  the  liens,  rights  and  interests  of  CIT therein.  All CIT
Collateral, and any other assets and collateral granted by or on behalf of KNOGO
to  CIT from time to time will secure all CIT Obligations.  The subordination of
EPK's  interest in the CIT Collateral to the security interest of CIT in the CIT
Collateral  shall  remain  in effect until all CIT Obligations have been paid or
otherwise  satisfied in full.  Further more, so long as KNOGO may be indebted or
obligated  to CIT in any manner whatsoever, including Obligations (as defined in
the  Financing  Agreement)  or  indebtedness  arising  from  or  related  to the
Financing  Agreement,  EPK  will  not  exercise  any rights, assert any claim or
interest,  take any action, or institute any proceedings with respect to any CIT
Collateral.  EPK  agrees  to  execute any documents, releases or amendments that
may  be necessary to effect this result on any applicable records.  Furthermore,
it  is  hereby  agreed that: a) EPK shall have no security interest in, and will
not  assert  any  claim  or interest in, or take any action with respect to, any
KNOGO  Inventory unless such Inventory  (x) has not been manufactured, processed
or  otherwise  attached  to other Inventory, and is in the same state and in its
original  packaging  as  the  date  it  was  acquired  by KNOGO, and (y) clearly
identifiable  as  EPK  Inventory.

     (c)  The subordinations and relative priorities set forth in this paragraph
2  are  expressly  conditioned  upon  the  non-voidability and perfection of the
security  interest to which another security interest is subordinated and if the
security  interest to which another interest is subordinated is not perfected or
is  voided  for any reason, then the subordinations provided for herein shall as
to  that particular Collateral not be effective.  Except as set forth above, the
priority of security interests and other rights of the parties in all Collateral
and  all  Proceeds  thereof  shall  be  in  accordance  with  applicable  law.

3.     (a)  From  time  to  time,  KNOGO and EPK shall forward to CIT a Purchase
Order  Certificate  and  one  or  more  written  and fully executed requests for
payment  of  a  Designated Amount signed by an authorized representative of EPK,
relating to such Purchase Order Certificate, provided that such requested amount
may not exceed the greater of (i) the cost of the goods purchased or financed by
EPK  pursuant  to  such  Purchase  Order  Certificate, plus all applicable fees,
commissions,  expenses  and other amounts owing by KNOGO to EPK and allocated to
such  EPK  Transaction,  or (ii) the product of (x) the net invoice amount(s) of
such Accounts (please define net invoice amount) and (y) 85%, multiplied by 65%.
Once  such  Purchase Order Certificate has been executed by EPK and delivered to
CIT,  and  upon  receipt  by CIT of a fully executed request for an advance, CIT
may,  in  its  sole discretion, advance funds against the invoice(s) relating to
such  Purchase  Order  Certificate and remit the Designated Amount identified in
such certificate directly to EPK, all as further set forth herein.  For purposes
hereof  "net  invoice amount" shall mean, with respect to an invoice relative to
an  Account  listed  in  a  Purchase  Order Certificate and which is an Eligible
Account  Receivable  (as  defined  in  the  Financing Agreement), the gross face
amount  of such invoice, less any amounts in payment thereof which may have been
received  from  or on behalf of the customer with respect thereto or made by CIT
hereunder,  and  less  any  trade  and  cash  discounts  and less any credits or
allowances.

(b)  Any  such request by KNOGO and EPK to CIT to remit the Designated Amount to
EPK (i) shall relate solely to the sale of the specific EPK Collateral which was
delivered  to KNOGO's customer pursuant to the invoice(s) listed in the Purchase
Order  Certificate,  and  (ii)  as  set forth herein above, shall not exceed the
product  of  (x)  the  net invoice amount(s) of such Accounts (please define net
invoice  amount) and (y) 85%, multiplied by 65%.  Upon receipt of a (i) Purchase
Order  Certificate, allegedly signed by an officer of KNOGO and EPK, and without
any duty of inquiry by CIT, and (ii) a request for an advance by KNOGO under the
Financing  Agreement,  and  instructions  to  CIT  to make payment to EPK (which
instructions  for  purposes  hereof  shall be deemed irrevocable, absent written
notice  to  the contrary from EPK), of a Designated Amount to EPK, CIT is hereby
authorized by KNOGO and EPK to (x) remit the proceeds listed therein (subject to
the  terms of the Financing Agreement, including without limitation, CIT's right
thereunder  including any availability reserves which CIT in its sole discretion
may  require),  directly  to  EPK through a United States banking institution as
more  fully described below; (y) furnish EPK with copies of the accounts current
rendered  by  CIT  to KNOGO; and (z) recognize EPK's claims and rights hereunder
without investigating the reason for any action taken by EPK, or the validity of
the  amount  of  any  EPK  Obligations,  or  the existence of any default or the
application  to  be  made  by  EPK  of any of the sums paid hereunder.  Any such
remittance  or  transfer  of  all  or  any  part  of the sums payable under this
Agreement  shall  be  to  the  sole  and exclusive order of EPK and CIT shall be
released  and  discharged to the extent of any payment made to EPK upon the sole
receipt  of such funds by EPK.  Any such (i) loan or advance, or (ii) payment to
EPK  shall be at CIT's sole discretion and subject to the terms of the Financing
Agreement,  including  any  availability reserves, if any, which CIT in its sole
discretion  may  require,  and  subject  to  all of CIT's other rights under the
Financing  Agreements.  Sums  payable hereunder shall be by wire transfer to EPK
as  follows:

Name:                    Washington  Mutual  Bank,  FA

ABA  Number:             111993776

Account  Name:           EPK  Financial  Corporation

Account  Number:         4864910546

Reference  (if  any)     Knogo  North  America  Inc.

KNOGO  affirms  that  CIT  may make payment strictly on the basis of the account
number  listed  above  even if such account number identifies a party other than
the  name  of  the  account party listed above.  In the event the account number
listed above is incorrect, KNOGO agrees to be fully liable for any losses, costs
and  expenses  arising  therefrom.

     (c)  EPK  and  KNOGO  warrant  and represent to CIT that the EPK Agreements
will  be  duly  executed  and  delivered,  EPK  will  file appropriate financing
statement  which  will validly perfect its interest in the EPK Collateral in all
respects  pursuant  to  the  Uniform Commercial Code and applicable law, and EPK
alone  is entitled to receive all amounts otherwise available to KNOGO, pursuant
to  the  aforementioned  EPK  Agreement.  KNOGO  and  EPK  hereby,  jointly  and
severely,  agree  to  indemnify  and  to  hold  CIT  harmless  from  any and all
liabilities,  costs,  claims  and  expenses  which  may  be  asserted against or
incurred  by reason of CIT's recognition of this Intercreditor Agreement and the
making  of  remittances  to  EPK  as  herein  provided.

     (d)  Notwithstanding  anything  herein to the contrary, upon payment by CIT
to  EPK  as  defined  in  the provisions of paragraph 2 above, the right, title,
claim, lien and interest of CIT in such EPK Collateral, including the applicable
Accounts,  Inventory,  and  any  contact  rights,  chattel  paper, documents and
instruments  which  arises  therefrom,  shall  thereby be superior to any right,
title,  claim,  lien  and  interest  of  EPK  in  such  EPK  Collateral and such
Collateral  will  be deemed CIT Collateral for purposes of this Agreement.  Upon
receipt  by EPK of the Designated Amount, promptly following a request therefore
delivered  by  CIT, EPK will execute such agreements and financing statements as
may  be  reasonably  requested  by CIT to subordinate EPK's right, title, claim,
lien and interest in the EPK Collateral arising from such EPK Transaction to the
right,  title,  claim,  lien  and  interest  of  CIT  in  such  EPK  Collateral.

4.     EPK  and KNOGO understand and agree that CIT may, in its sole discretion,
deem  any  Inventory  and Accounts as "ineligible" under the Financing Agreement
with  respect  to  which  CIT  has  subordinated  its interest in favor of EPK's
interest  hereunder.  KNOGO shall not include any such Inventory and Accounts in
borrowing  base  certificates  delivered  to  CIT,  except  to  delineate  such
collateral as ineligible, provided that if CIT, in its sole discretion makes any
payment of a Designated Amount to EPK as set forth above, the Collateral subject
to  such  Purchase  Order Certificate and payment may be deemed eligible by CIT.

5.     This  Intercreditor  Agreement  is  to  continue  in effect until written
notice  of termination is served by any one of the parties hereto on the others,
but  such  termination  shall  not  affect any pending assignment to EPK for any
Designated  Amount  that  CIT has agreed to remit to EPK, or EPK's rights in EPK
Collateral  as  set  forth  herein.  In  clarification  of  the  foregoing  and
notwithstanding  anything  herein  to  the  contrary,  CIT will not be deemed to
subordinate  its  right,  title,  claim,  lien  and  interest in any Collateral,
including  EPK  Collateral  purchased  pursuant  to  the  EPK Agreement five (5)
business  day's after the date of CIT's written notice to EPK and KNOGO of CIT's
election  that  it  will no longer subordinate its right, title, claim, lien and
interest in such EPK Collateral.  Any such notice sent by CIT to EPK pursuant to
the  immediately preceding sentence (i) shall not affect the prior subordination
by  CIT to EPK of CIT's right, title, claim, lien and interest in EPK Collateral
arising  from  EPK  Transactions  commencing  before  CIT provides EPK with such
notice,  and  (ii) affect, as between EPK and KNOGO, any obligations of KNOGO to
pay  fees,  including without limitation commitment fees, owing under the Master
Agreement  referred  to  above.

6.     In  the  event  KNOGO  receives the Proceeds of EPK Collateral and/or CIT
Collateral, KNOGO hereby covenants and agrees to deliver and distribute Proceeds
of  EPK  Collateral  to  EPK  and  of  CIT  Collateral  to CIT.  All proceeds of
Collateral,  whether or not a default or event of default has occurred under the
Financing  Agreement  or  the EPK Agreement, will be delivered directly to a CIT
account.  In  the  event  either  CIT or EPK receive the proceeds of the other's
Collateral in error, the parties shall attempt to reconcile any such payments in
good faith.  Each party shall have the exclusive right to restrict or permit, or
approve  or  disapprove,  the  sale,  transfer  or  other  disposition  of their
respective  Collateral  in  which  it  has the superior interest pursuant to the
terms  of  this  Agreement  and  the party with the subordinate interest in such
collateral  pursuant  to  the  terms  of  this Agreement shall be deemed to have
consented  to  any  such sale, transfer or other disposition of such Collateral.
KNOGO  shall  advise and its invoices shall state to all account debtors and any
other  person  remitting Proceeds of Collateral, to remit such Proceeds directly
to  a  CIT  lockbox or blocked account.  Any Proceeds received by KNOGO shall be
held  in trust for CIT and promptly remitted to CIT in accordance with the terms
hereof  and  the Financing Agreement.  In the event EPK received any Proceeds of
CIT  Collateral, EPK shall promptly remit the same to CIT.  EPK shall not advise
any KNOGO account debtors to make payment to EPK.  Absent a default as set forth
below,  all  Proceeds  of  EPK  Collateral  in which EPK has a superior interest
pursuant  to  the  terms  of  this  Agreement, shall be promptly remitted to EPK
pursuant  to  the terms of Paragraph 3 hereof.  Upon the occurrence of a payment
default (absent acceleration) under the EPK Agreement and/or the occurrence of a
Default  or  Event  of  Default  (as  defined  in  the  Financing Agreement) and
acceleration  of  the  Obligations  under  the  Financing  Agreement, and notice
thereof  to  the  parties hereto all proceeds of EPK Collateral received by CIT,
and  identified  as  such pursuant to a Purchase Order Certificate, prior to the
time that EPK received the Designated Amount with respect to such EPK Collateral
shall  be paid over to EPK.  CIT may, in its sole discretion upon the occurrence
of  an  Event  of  Default,  exercise  its  rights  and  remedies in any and all
Collateral,  including the EPK Collateral, provided that CIT agrees to apply the
Proceeds  of EPK Collateral as set forth hereinabove.  EPK hereby authorizes CIT
to  use  its reasonable efforts to liquidate or otherwise exercise rights in EPK
Collateral, and absent the gross negligence or willful misconduct of CIT, agrees
to  hold  harmless  and  indemnify  CIT  for any such liquidation or exercise of
rights  hereunder.  KNOGO irrevocably authorizes each of EPK and CIT to take the
actions  and  make  the payments contemplated by this paragraph, and KNOGO holds
harmless  and  indemnifies  each  of  CIT  and  EPK  for  any  such  payments.

7.     This  Agreement  shall not be construed to give rise to any obligation on
part  of  CIT  to  make  any  loan  or  advance, or to assume, assign or pay any
indebtedness of KNOGO to EPK, nor shall this Agreement be construed to give rise
to any obligation on the part of CIT to (i) pay any Designated Amount to EPK, or
(ii)  make  or provide to KNOGO any loan or amount or enter into other financing
arrangements  with  KNOGO,  except  as  expressly  set  forth  in  the Financing
Agreement.  This Agreement shall not be construed to give rise to any obligation
on  the  part of EPK to provide any financing to KNOGO, nor shall this Agreement
be  construed  to  give rise to any obligations on the part of EPK to provide to
KNOGO  any amount or enter into any other financing arrangements with the KNOGO.

8.     If KNOGO commences or has commenced against it any insolvency proceeding,
or  if it shall make a general assignment for the benefit of creditors or if any
other  proceeding  or  other  action  under  any  law  relating  to  bankruptcy,
insolvency,  reorganization,  or  relief  of  debtors or seeing appointment of a
receiver,  trustee,  custodian,  or  similar  official  for KNOGO or any part of
KNOGO's  assets  shall  be  commenced  by  or against KNOGO, this Agreement with
respect  to priority and intercreditor issues matters shall remain in full force
and  effect.

9.     Notice  of acceptance hereof is waived.  The provisions of this Agreement
are  effective  upon  the  execution  of  this  Agreement. This Agreement may be
executed  in any number of counterparts, each of which on delivery, including by
facsimile, shall be deemed one and the same document and agreement and effective
with  respect  to the parties executing and delivering same.  No agreement shall
be effective to change, modify or amend, in whole or in part, this Intercreditor
Agreement  unless  such  agreement  is  in  writing  and  signed by EPK and CIT.

10.     This  Agreement  shall be binding upon and shall inure to the benefit of
CIT,  EPK  and  KNOGO  and  their  respective  successors  and  assigns.  The
intercreditor provisions of this Agreement are solely for the benefit of EPK and
CIT.  No  other person shall have any right, benefit, priority or interest under
or  because  of  the  existence  of  this  Agreement.

This  Intercreditor  Agreement is not in any way intended to limit any agreement
contained  in  any  note or other instrument taken in connection with any of the
Obligations  of  KNOGO  to  EPK and CIT, and shall in all respects be cumulative
thereto.

<PAGE>

This  Intercreditor  Agreement shall be governed by the laws of the State of New
York.

Dated  on  this  16th  day  of  October,  2002.


KNOGO  NORTH  AMERICA  INC.

By:  /s/  PETER  J.  MUNDY
     ---------------------
  Title:  Vice  President  &  CFO

EPK  FINANCIAL  CORPORATION

By:  /s/  EDWARD  P.  KING
     ---------------------
  Title:  President

THE  CIT  GROUP/BUSINESS  CREDIT,  INC.

By:  /s/  RICHARD  BARBERA
--------------------------
  Title:  Assistant  Vice  President



<PAGE>



                                                                 Exhibit  99.1


  CERTIFICATION PURSUANT TO 18 U.S.C.SS.1350, AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     In  connection with the Quarterly Report on Form 10-Q for the quarter ended
September  30,  2002  of  Sentry Technology Corporation (the "Company") as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I, Peter L. Murdoch, President and Chief Executive Officer, certify, pursuant to
18  U.S.C.  ss.1350,  as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of
2002,  that, to the best of my knowledge: (1) the Report fully complies with the
requirements  of  Section  13(a) of the Securities Exchange Act of 1934; and (2)
the  information  contained  in  the  Report  fairly  presents,  in all material
respects,  the  financial  condition  and  results of operations of the Company.


                           /s/  PETER  L.  MURDOCH
                          -------------------------------------------------

                          Peter  L.  Murdoch
                          President  and  Chief  Executive  Officer

                          November  14,  2002




<PAGE>


                                                                 Exhibit  99.2


  CERTIFICATION PURSUANT TO 18 U.S.C.SS.1350, AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     In  connection with the Quarterly Report on Form 10-Q for the quarter ended
September  30,  2002  of  Sentry Technology Corporation (the "Company") as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I, Peter J. Mundy, Vice President and Chief Financial Officer, certify, pursuant
to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of
2002,  that, to the best of my knowledge: (1) the Report fully complies with the
requirements  of  Section  13(a) of the Securities Exchange Act of 1934; and (2)
the  information  contained  in  the  Report  fairly  presents,  in all material
respects,  the  financial  condition  and  results of operations of the Company.



                         /s/  PETER  J.  MUNDY
                         -------------------------------------------------
                         Peter  J.  Mundy
                         Vice  President  and  Chief  Financial  Officer

                         November  14,  2002