EXHIBIT 10.6


<PAGE>



                                 FIRETECTOR INC.

                      1997 NON-QUALIFIED STOCK OPTION PLAN

                  Purpose.  The  purpose  of the 1997  Stock  Option  Plan  (the
"Plan") of Firetector  Inc. (the "Company") is to secure for the Company and its
stockholders the benefits that flow from providing corporate officers, directors
and key employees with the incentive, inherent in the ownership of the Company's
Common Stock par value $.001 per share (the "Common  Stock"),  to  contribute to
the success and growth of the business of the Company and its  subsidiaries  and
to help the Company and its subsidiaries  secure and retain the services of such
employees.  For purposes of the Plan, the terms "parent" and "subsidiary"  shall
mean "parent corporation" and "subsidiary  corporation,"  respectively,  as such
terms are  defined in section  425(e) and (f) of the  Internal  Revenue  Code of
1986, as from time to time, amended (the "Code").

         2.       Stock Option Committee.

                  2.1  Administration.  The Plan  shall be  administered  by the
Board of Directors or by a Stock Option Committee (the  "Committee") of not less
than three members of the Board of Directors.  The  appointment  of a Committee,
however,  shall not preclude the Board of Directors  from  granting  options and
otherwise  exercising  its powers with respect to the Plan. As used herein,  the
term "Committee"  shall be deemed to include the Board of Directors,  whether or
not a Committee shall have been appointed.

                  2.2 Interpreation;  Procedures. The Committee is authorized to
interpret the provisions of the Plan and shall adopt such rules and  regulations
as it shall deem  appropriate  concerning  the holding of its  meetings  and the
administration of the Plan. A majority of the whole Committee shall constitute a
quorum,  and the act of a majority of the members of the  Committeee  present at
which a quorum  is  present  shall be the act of  Committee.  Any  member of the
Committee  may be removed at any time either with or without cause by resolution
adopted  by the  Board of  Directors  of the  Company,  and any  vacancy  on the
Committee  may at any time be  filled  by  resolution  adopted  by the  Board of
Directors.


         3.       Shares Subject to Options.

                  3.1 Number of Shares.  Subject to the  provisions of paragraph
12  (relating to  adjustments  upon  changes in  capitalization),  the number of
shares of Common  Stock  subject  at any one time to options  granted  under the
Plan, plus the number of shares of Common Stock theretofore  issued or delivered
pursuant to the exercise of options granted under the Plan,  shall not exceed an
aggregate  of up to 10% of its issued and  outstanding  shares from time to time
(such  amount to include  all shares  issuable  upon  exercise  options  granted
pursuant to the Company's 1990 Non Qualified  Stock Option Plan);  provided that
if and to the extent that options  granted under the Plan  terminate,  expire or
are cancelled  without having been  exercised,  new options may be granted under
the Plan with respect to the shares of Common Stock covered by such  terminated,
expired or cancelled options.

                  3.2  Character  of Shares.  Common  Stock  delivered  upon the
exercise of options granted under the Plan may be authorized and unissued Common
Stock, issued Common Stock held in the Company's treasury, or both.

                  3.3  Reservation  of Shares.  There  shall be  reserved at all
times for sale under the Plan a number of shares of Common Stock (authorized and
unissued Common Stock,  issued Common Stock held in the Company's  treasury,  or
both) equal to the maximum  number of shares which may be purchased  pursuant to
options granted or that may be granted under the Plan.

         4.  Grant  of  Options.  The  Committee  shall  determine,  within  the
limitations  of the Plan,  the officers,  directors and employees of the Company
and its  subsidiaries  to whom  options are to be granted,  the number of shares
that may be  purchased  under  each  option and the option  price.  Each  option
granted  under the Plan shall be  evidenced by a written  agreement  (an "Option
Agreement") between the


<PAGE>



Company and the Optionee (as hereinafter defined) in such form, not inconsistent
with the provisions of the Plan, as the Committee shall provide.

         5.  Employees  Eligible.  Options may be granted  under the Plan to any
officer,  director  or key  employee  or  prospective  officer,  director or key
employee  (conditioned  upon,  and effective  not earlier than,  his becoming an
officer or employee) of the Company and its subsidiaries. Employees who are also
officers or directors of the Company or its subsidiaries  shall not by reason of
such offices be ineligible to receive options under the Plan, but members of the
Committee  shall not be eligible to receive  options unless granted by the Board
of Directors.  An officer,  director or employee  receiving any option under the
Plan is hereinafter  referred to as an "Optionee."  Any reference  herein to the
employment  of an Optionee by the Company  shall  include his  employment by the
Company, its parent or any of its subsidiaries.

         6.  Price.  Subject to  paragraph  12, the option  price of each Common
Stock purchasable under any option granted under the Plan shall be not less than
100% of the fair market value  thereof at the time the option is granted  (which
time,  in the case of the  grant of an option to a  prospective  officer  or key
employee, shall be deemed to be the time of effectiveness of such grant).


         7.       Expiration. Termination and Amendment of the Plan.

                  7.1 General. Options may be granted under the Plan at any time
and from time to time on or prior to September  30, 2002, on which date the Plan
will expire except as to options then  outstanding  under the Plan. Such options
shall  remain in effect  until  they have  been  exercised,  terminated  or have
expired.  The  Plan may be  terminated,  modified  or  amended  by the  Board of
Directors  at any time on or prior to December 1, 2002,  except with  respect to
any options then outstanding  under the Plan;  provided that any increase in the
maximum number of shares subject to options, as specified in paragraph 3, or any
change in the class of employees  eligible  for the grant of options  hereunder,
shall be subject to approval by the Company's stockholders, unless made pursuant
to the provisions of paragraph 12.

                  7.2  Modification  of  Options.  No  modification,  extension,
renewal or other change in any option granted under the Plan shall be made after
the grant of such option,  unless the same is consistent  with the provisions of
the Plan.

         8.       Exercisability and Duration of Options.

                  8.1  Determination  of  Committee;  Acceleration.  Each option
granted under the Plan shall be exercisable  at such time or times,  or upon the
occurrence of such event or events,  and in such  amounts,  as the Committee may
provide upon the granting thereof. Subsequent to the grant of an option which is
not immediately  exercisable in full, the Committee, at any time before complete
termination  of such  option,  may  accelerate  the time or times at which  such
option may be exercised in whole or in part.  Any option  granted under the Plan
shall be exercisable  upon the death of the Optionee or upon the  termination of
the Optionee's  employment by the Company by reason of his illness or disability
only to the extent such option was exercisable by the Optionee immediately prior
to such event,  unless otherwise expressly provided in the option at the time it
is granted.

                  8.2  Automatic  Termination.  The  unexercised  portion of any
option granted under the Plan shall  automatically  and without notice terminate
and become null and void at the time of the earliest to occur of the following:

                  (a) The expiration of five years from the date of such option 
was granted;

                  (b) The expiration of ninety days from the termination date of
termination  of  the  Optionee's   employment  by  the  Company  (other  than  a
termination  described in subparagraph (c), (d) or (e) below);  provided that if
the Optionee shall die during such ninety day period, the time of termination of
the  unexercised  portion  of any such  option  shall be  determined  under  the
provisions of subparagraph (d) below;



<PAGE>



                  (c) The expiration of one year from the date of termination of
the employment of an Optionee who is  permanently  and totally  disabled  (other
than a termination described in subparagraph (e) below);

                  (d) The  expiration  of six months  following  the issuance of
letters   testamentary  or  letters  of   administration   to  the  executor  or
administrator  of a deceased  Optionee,  if the  Optionee's  death occurs either
during his employment by the Company or during the three-month  period following
the date of termination of such employment  (other than a termination  described
in subparagraph (e) below, but not later than one year after Optionee's death;

                  (e)  The  termination  of  the  Optionee's  employment  by the
Company if such  termination  constitutes or is  attributable to a breach by the
Optionee of an employment agreement with the Company, its parent, if any, or any
of its  subsidiaries,  if any, or if the Optionee is discharged  for cause.  The
Committee  shall  have the right to  determine  whether  the  Optionee  has been
discharged for cause and the date of such discharge,  and such  determination of
the Committee shall be final and conclusive; or

                  (f) The expiration of such period of time of the occurrence of
such event as the  Committee  in its  discretion  may provide  upon the granting
thereof.


         9.       Exercise of Options; Certain Legal and Other Restrictions.

                  9.1  Exercise.   Options  granted  under  the  Plan  shall  be
exercised by the Optionee (or by its executors or administrators, as provided in
paragraph 10) as to all or part of the shares covered thereby,  by the giving of
written notice of exercise to the Company, specifying the number of shares to be
purchased,  accompanied  by  payment of the full  purchase  price for the shares
being  purchased.  Payment  of such  purchase  price  shall be made (a) by check
payable to the Company or (b) with the consent of the Committee,  by delivery of
Common Stock having a fair market value  (determined  as of the date such option
is exercised) equal to all or part of the purchase price and if applicable, of a
check  payable to the Company for any remaining  portion of the purchase  price.
Such notice of exercise,  accompanied by such payment, shall be delivered to the
Company at its principal  business  office or such other office as the Committee
may from time to time direct, and shall be in such form, containing such further
provisions consistent with the provisions of the Plan, as the Committee may from
time to time  prescribe.  The Company shall effect the transfer of the shares so
purchased to the Optionee (or such other person  exercising the option  pursuant
to  paragraph  10)  as  soon  as  practicable,  and  within  a  reasonable  time
thereafter,  such  transfer  shall be evidenced on the books of the Company.  No
Optionee or other person  exercising an option shall have any of the rights of a
stockholder  of the Company with respect to shares  subject to an option granted
under the Plan  until  certificates  for such  shares  shall  have  been  issued
following  the exercise of such  option.  No  adjustment  shall be made for cash
dividends or other rights for which the record date is prior to the date of such
issuance.  In no event may any  option  granted  hereunder  be  exercised  for a
fraction of a share.

                           9.2      Restrictions on Delivery of Shares.  Each 
award  granted under the Plan is subject to the  conditions  that if at any time
the Committee, in its discretion, shall determine that the listing, registration
or  qualification  of the  shares  covered  by such  award  upon any  securities
exchange  or under any state or  federal  law is  necessary  or  desirable  as a
condition of or in  connection  with the granting of such option or the purchase
or delivery of shares thereunder,  the delivery of any or all shares pursuant to
the  exercise  of the option  may be  withheld  unless  and until such  listing,
registration  or  qualification  shall have been  effected.  The  Committee  may
require,  as a condition of exercise of any option, that the Optionee represent,
in writing,  that the shares  received  upon  exercised  of the option are being
acquired for investment and not with a view to  distribution,  provided that the
Committee may thereafter waive such representation, subject to such restrictions
as it may determine  if, in the opinion of counsel to the Company,  the offer of
such shares by the Company pursuant to such option and the resale of such shares
by the Optionee,  or either of such acts, is pursuant to an applicable effective
registration  statements  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), or is exempt from such registration.  The Company may endorse
on

<PAGE>



certificates  representing  shares  issued  upon the  exercise of an option such
legends   referring  to  the  foregoing   representations   or  any   applicable
restrictions  on  resale  as  the  Company,   in  its  discretion,   shall  deem
appropriate.

         10. Non-Transferability of Options. No option granted under the Plan or
any right evidenced  thereby shall be transferable by the Optionee other than by
will or by the laws of descent and distribution, and an option may be exercised,
during the lifetime of an Optionee, only by him.

         In the  event of an  Optionee's  death  during  his  employment  by the
Company,  its parent or a subsidiary of the Company,  or during the  three-month
period  following the date of termination of such  employment,  his option shall
thereafter be exercisable,  during the period specified in paragraph 8.2 (d), by
his executors or administrators.

         11. Right to Terminate Employment. Nothing in the Plan or in any option
granted  under the Plan shall  confer upon any Optionee the right to continue in
the  employment  or affect  the right of the  Company,  its parent or any of its
subsidiaries  to  terminate  the  Optionee's  employment  at any time,  subject,
however,  to the provisions of any agreement of employment  between the Company,
its parent or any of its subsidiaries and the Optionee.

         12. Adjustment Upon Changes in Capitalization, etc. In the event of any
stock split, stock dividend, reclassification, recapitalization, reorganization,
merger,  consolidation,  combination,  exchange  or the like which  changes  the
character or amount of the Company's  outstanding Common Stock while any portion
of any option theretofore granted under the Plan is outstanding but unexercised,
the  Committee  or the Board of  Directors  of the Company or any  surviving  or
acquiring corporation shall make such adjustments in the character and number of
shares  subject to such  options and in the option  price and to take such other
actions (including, without limitation, the assumption of the existing option or
the substitution of a new option) as shall be equitable and appropriate in order
to make each such option,  as nearly as may be  practicable,  equivalent to such
option immediately prior to such change;  provided that no such adjustment shall
give the Optionee any additional benefits under his option .

         If any such change or transaction  shall occur,  the number and kind of
shares for which  options  may  thereafter  be  granted  under the Plan shall be
adjusted to give effect thereto.

         13. Registration Rights; Form S-8 Registration.  The Board of Directors
may grant to any Optionee "Piggy Back  Registration  Rights"  relating to Common
Stock  acquired  under the Plan.  The terms of such rights shall be specified in
the Option Agreement. The Board of Directors may also elect to cause the Company
to register the Common Stock acquired (or which may be acquired)  under the Plan
pursuant to a Form S-8 Registration Statement under the Securities Act.

         14.      Effective Date of Plan.            The plan shall be effective
 as of the date of its original adoption by the Stockholders of the Company.