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                         AMENDED DEBT/EQUITY CONVERSION
                                    AGREEMENT


     THIS AMENDED DEBT/EQUITY  CONVERSION AGREEMENT (the "Agreement"),  dated as
of February  19, 1998 by and between  FIRETECTOR  INC.,  a Delaware  corporation
having its  executive  offices at 262 Duffy Avenue,  Hicksville,  New York 11801
("Firetector") and Mirtronics Inc., an Ontario  corporation having its executive
offices at 106 Avenue Road, Toronto, Ontario M5R 2H3 ("Mirtronics") will replace
all previous  versions of the  Debt/Equity  Agreement dated as of March 15, 1995
and subsequent extensions, modifications and amendments.

                                    Recitals

         A. Firetector has issued two (2) promissory notes to Mirtronics in face
amounts of  $620,000  and  $225,000  ("Note A" and "Note B",  respectively),  in
connection with the execution and delivery of a Securities  Exchange  Agreement,
dated as of the date hereof.

         B. From time to time,  Mirtronics  may  desire to  convert  Note A into
shares of  Firetector's  common  stock,  $.001 par value per share (the  "Common
Stock") and Firetector would benefit from such a conversion of debt into equity.


     NOW THEREFORE, in consideration of the foregoing and of the premises herein
contained,  the mutual  covenants  and  agreements  and  certain  other good and
valuable consideration, the receipt and sufficiency of which each of the parties
hereby  acknowledges,  and subject to the terms and conditions  provided in this
Agreement, Firetector and Mirtronics agree as follows:


     1. Conversion Right. Mirtronics shall have the right, exercisable from time
to time and until the close of business on December 31, 2002,  to convert all or
part of Note A into shares of Common Stock at the conversion  price of $0.50 per
share,  or two (2) shares of Common Stock for each dollar of Note A so converted
(the  "Conversion  Right").  All shares of Common Stock  acquired by  Mirtronics
pursuant to the Conversion  Right are referred to herein as "Converted  Shares".
Mirtronics  shall  have the right to  specify  which  portion of Note A is being
converted. No Conversion Right shall apply to Note B, in whole or in part.



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     2. Investment Representations and Covenants

     2.1 Investment Representation. Mirtronics will acquire the Converted Shares
for its own account and for investment  only and not with a view to distribution
or resale  thereof  within  the  meaning  of such  phrase as  defined  under the
Securities Act of 1933, as amended (the "1933 Act"). Mirtronics will not dispose
of any part or all of the Converted Shares in violation of the provisions of the
1933  Act and the  rules  and  regulations  promulgated  under  such  Act by the
Securities  and  Exchange  Commission  and all  applicable  provisions  of State
securities laws and regulations.

     2.2 Legend. The certificate or certificates representing all Converted
Shares shall bear a legend in substantially the following terms:

                  "The Shares  represented hereby have not been registered under
         the  Securities  Act of 1933, as amended (the "1933 Act") and have been
         acquired for investment and not with a view to  distribution or resale.
         Such  shares  may not be  sold,  mortgaged,  pledged,  hypothecated  or
         otherwise  transferred  except  pursuant to an  effective  registration
         statement  under the 1933 Act or an opinion of counsel  satisfactory to
         Firetector  Inc. to the effect that an exemption from the  registration
         requirement under the 1933 Act is available.

     2.3 Acknowledgment of Restrictions.  Mirtronics acknowledges being informed
that the Converted  Shares will be  unregistered  and must be held  indefinitely
unless  subsequently  registered  under the 1933 Act or an  exemption  from such
registration  is available and that Firetector has no obligation to register the
Converted Shares for Mirtronics's account.


     3.  Amendments;  Etc.  No  amendment  or  waiver of any  provision  of this
Agreement, or consent to any departure therefrom, shall be effective against any
party  unless the same shall be in writing  and signed by such  party,  and then
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.


     4. Addresses for Notices. All notices and other communications provided for
hereunder  shall be in writing  and  addressed  to the parties at the address of
such parties specified in the recitals to this Agreement or, as to either party,
at such other address as shall be  designated by such party in a written  notice
to each other party complying as to delivery with the terms of this Section. All
such  notices and other  communications  shall be  effective  when  delivered in
writing, addressed as aforesaid.


     5.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State  of New  York,  without  regard  to its
conflict of law provisions.


<PAGE>



     6.  Headings.  Section  headings  have  been  inserted  only as a matter of
convenience  of  reference  and shall not be used in the  interpretation  of any
provision of this Agreement.


     7.  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts, all of which together shall constitute one and the same instrument
and any  party  hereto  may  execute  this  instrument  by  signing  one or more
counterparts.


     8.  Assignment.  Assuming  compliance with  applicable law,  Mirtronics may
assign all or any part of its rights and obligations  under this Agreement,  the
Debt and the Preferred Stock to any person or persons.


     9. Further Assurances. Each of the parties agrees that at any time and from
time to time, it will execute and deliver such further  documents or cause to be
done such further acts and things as any party may  reasonably  request in order
to effect the purposes of this Agreement.


                                    Execution


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed by their duly authorized  officers,  all as of the
day and year first above written.



                                     FIRETECTOR INC.

                                     By                               
                                     Name: John A. Poserina
                                     Title: Vice President and Treasurer


                                     MIRTRONICS INC.

                                     By                       
                                     Name: Stan Abramowitz
                                     Title: Secretary