DEBT MATCHING AGREEMENT


                  THIS DEBT MATCHING  AGREEMENT (the  "Agreement"),  dated as of
September 30, 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").

                                    Recitals

         A.  Firetector  is  indebted  to  Mirtronics  in an amount  aggregating
$897,089.04 and evidenced by two (2) promissory  notes in principal face amounts
of $620,000 and $225,000 ("Note A" and "Note B", respectively),  issued pursuant
a  Securities  Exchange  Agreement,  dated  as  of  February  17,  1998  between
Firetector  and  Mirtronics.  The balances  owing on Notes A and B, inclusive of
accrued  interest  as  of  the  date  hereof  are  $658,219.16  and  $238,869.88
respectively.

         B. Note A is convertible into shares of Firetector common stock, $0.001
par value per share  (the  "Common  Stock") at a  conversion  price of $1.50 per
share,  pursuant to the terms of the Amended Debt/Equity  Conversion  Agreement,
dated as of February 17, 1998 between Firetector and Mirtronics (the "Conversion
Right").

         C.  Mirtronics and its  subsidiaries  are indebted to Firetector for an
aggregate of $508,618.89 (the "Mirtronics Debt").

         D.  Firetector  and Mirtronics  wish to satisfy the Mirtronics  Debt by
matching said amount against amounts owed to Mirtronics  pursuant to Notes A and
B.

         E. On September 23, 1998,  Firetector  effected a one for three reverse
recapitalization  of  the  Common  Stock  which  caused  a  modification  of the
Conversion Right.


     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. Debt Matching.  The parties hereby agree to apply the Mirtronics Debt in
the following manner: First, $237,482.89 of the Mirtronics Debt shall be applied
to fully satisfy the principal and accrued  interest  represented by Note B; and
second, $261,424.60 of the

                                        1

<PAGE>



Mirtronics  Debt shall be applied to reduce the principal  and accrued  interest
represented  by Note A. The  aggregate  balance  owed on Note A, as so  reduced,
shall then be $392,972.64.  Each of Mirtronics and Firetector  agree to withhold
and pay the requisite withholding taxes that shall become due and payable on the
transactions contemplated herein.

     2.  Warrant.  Mirtronics  agrees  to  surrender  the  Conversion  Right  in
consideration  of warrants to purchase up to 310,000  shares of the Common Stock
(the  "Warrants") . Said  Warrants  shall be  exercisable  from time to time and
until the close of business on December 31, 2003, at an exercise  price of $1.02
per share.  The exercise  price shall be satisfied in cash,  by wire transfer of
immediately available funds or by certified or official bank check. The Warrants
shall  contain  such  other  terms and  conditions  as shall be  reasonable  and
customary.

     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.  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.


     5.  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.


     6.  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.


     7. 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.



                                        2

<PAGE>


                                    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: Chief Financial Officer and Treasurer


                                 MIRTRONICS INC.

                                 By                                          
                                Name: Stan Abramowitz
                                 Title: Secretary