CREDIT AGREEMENT

     Agreement  made as of June 23,  1998  among  FIRETECTOR  INC.,  a  Delaware
corporation  (the  "Company");   GENERAL  SOUND  (TEXAS)  COMPANY,   a  Delaware
corporation  ("General");  CASEY SYSTEMS INC., a New York corporation ("Casey");
and PYROTECH SERVICE INC., a New York  corporation  ("Pyrotech" and collectively
with the  Company,  General and Casey,  the  "Borrowers")  as  co-borrowers  and
CITIZENS BUSINESS CREDIT COMPANY, a division of Citizens Leasing Corporation,  a
Rhode Island corporation (hereinafter referred to as "Citizens") as lender.

     WHEREAS, the Company is a partially-owned subsidiary of Mirtronics, Inc., a
corporation  incorporated  under  the  Ontario  Business  Corporations  Act (the
"Parent  Guarantor") which will provide a limited guaranty of the obligations of
the Borrowers under this Agreement;

     WHEREAS,  General, Casey and Pyrotech are wholly-owned  subsidiaries of the
Company;

     WHEREAS,  System Service  Technology  Corporation,  a New York  corporation
("SST"); and Amco Maintenance  Corporation,  a New York corporation ("Amco") are
wholly-owned   subsidiaries  of  the  Company  (collectively,   the  "Subsidiary
Guarantors")  and will provide  guarantees of the  obligations  of the Borrowers
under this Agreement;

     WHEREAS, the Borrowers and Subsidiary Guarantors are financially integrated
using centralized cash management and providing financial support to each other;

     WHEREAS,  Citizens  has  agreed  to  establish  a credit  facility  for the
Borrowers;

         NOW, THEREFORE, the parties agree as follows:


ARTICLE I.  AMOUNT AND TERMS OF THE CREDIT.

         Section 1.01.  The Credit.

         Subject to the terms and  conditions  hereof,  and in  reliance  on the
representations and warranties  contained herein,  Citizens hereby establishes a
credit facility in favor of the Borrowers in the principal  amount of $3,000,000
(the "Credit").  The Credit  consists of a revolving line of credit  ("Revolving
Credit").


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         Section 1.02.  The Revolving Credit.

                  (a)  Amount.  Provided  no Event of  Default  (as  defined  in
Article  V), or event  which  with the  passage  of time or notice or both would
become an Event of Default, has occurred and is continuing, the Borrowers in the
aggregate  may from time to time from the date  hereof up to June 23,  2001 (the
"Maturity  Date") borrow and reborrow from Citizens,  and Citizens shall advance
funds  under  the  Revolving   Credit  to  the  Company  (an  "Advance"  or  the
"Advances"); provided that the aggregate of all Advances outstanding at any time
shall not exceed the lesser of (i) $3,000,000 (the "Maximum Credit") or (ii) the
"Borrowing Base" (as defined below).

                  (b) Borrowing  Base.  The Borrowing  Base shall consist of (i)
twenty five  percent  (25%) of  Qualified  Inventory;  (ii) with  respect to the
Company,  Casey and Pyrotech,  eighty  percent  (80%) of Qualified  Accounts not
outstanding  for more  than 90  days,  plus  forty  percent  (40%) of  Qualified
Accounts outstanding for more than 90 days but not more than 120 days; and (iii)
with respect to General,  fifty eight  percent  (58%) of Qualified  Accounts not
outstanding  for more than 120 Days;  provided  however,  in no event  shall the
contribution  of  Qualified  Accounts  of General to the  Borrowing  Base exceed
$500,000.

         "Qualified  Accounts" means accounts receivable of any of the Borrowers
which (a) arise  from  providing  design,  manufacture,  sale and  servicing  of
engineered  life safety systems and engineered  sound systems to account debtors
(which products have been provided  and/or which services have been  performed);
(b) are not  outstanding  for more than 120 days after the date of  invoice  for
such products or services; (c) are not past due for more than 90 days beyond the
due date  specified in the invoice;  (d) are not  represented by a note or other
negotiable  instrument;  (e) are not subject to any setoff or  dispute;  (f) the
account debtor is credit worthy and not subject to any  insolvency  proceedings;
(g) are not due from a Subsidiary (as  hereinafter  defined) or an Affiliate (as
hereinafter defined);  (h) are unconditionally due within 30 days of the date of
the invoice; (i) are not subject to any hold back or delivery in payment such as
retainage;  and (j) are subject to a first priority  perfected security interest
in favor of Citizens.  In addition,  the accounts receivable must be due from an
account debtor located in the United States;  provided,  however with respect to
any account  debtor  located in New Jersey,  Minnesota or West  Virginia (or any
other state that  requires a creditor to qualify to do business or file a report
in order to enforce  remedies  against an account  debtor),  such  accounts  are
Qualified  Accounts only if the Borrower owed the accounts has complied with the
requirements  of such state so as to be  authorized  to bring  suit and  enforce
remedies through judicial process against such account debtor.

         "Qualified  Inventory"  means  inventory (a) owned by the Borrowers (b)
located at facilities of the Borrowers (c) subject to a first priority perfected
security interest in favor of Citizens (d) valued at the lower of cost or market
on a first in, first out basis, (e) consisting of

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finished goods saleable in the ordinary course of Borrowers' business (excluding
samples) or purchased  raw  materials  or parts which are to be  processed  into
finished goods (excluding any raw materials or purchased parts in the process of
conversion to finished goods).

         The Company shall furnish  Citizens a computation of the Borrowing Base
on the form attached as Exhibit 1.02(b) ("Borrowing Base Certificate"), together
with supporting schedules  acceptable to Citizens,  every Tuesday computed as of
the close of  business  of the  previous  Friday  covering  the week just ended,
signed by the Company's chief financial officer,  for the term of this Agreement
or as long as any Advances are outstanding under this Agreement.  If an Event of
Default has occured,  Citizens may require  daily  Borrowing  Base  Certificates
whether or not an Advance is requested. Citizens shall be under no obligation to
make any  Advance  if the  Company  fails to  furnish a current  Borrowing  Base
Certificate in either the weekly or daily mode as required hereunder.

         In  calculating  the  Borrowing  Base,  the Company  shall  deduct from
Qualified  Accounts  the amount of any (i) deposit  which an account  debtor may
have paid with respect to the services to which such account receivable relates;
(ii) potential  setoff;  (iii) dispute;  and (iv) advertising or other allowance
that will be deducted from the receivable in the ordinary  course of collection.
Any accounts in foreign  currency shall be converted to U.S.  dollars based upon
the exchange rate on the date of the Borrowing Base Certificate.

         Citizens, in its reasonable discretion, may from time to time by thirty
(30) days prior  notice to the  Company  modify the  percentages  applied to any
component of the Borrowing Base.  Citizens,  in its reasonable  discretion,  may
from time to time by seven (7) days prior  notice to the Company  (a)  determine
that any item included in the Borrowing  Base is  unacceptable  for inclusion in
the  Borrowing  Base  in the  future;  or (b)  establish  reserves  against  the
collection of any accounts  receivable  where Citizens has a reasonable basis to
doubt the full and timely collectability of such accounts receivable.

                  (c)  Revolving   Credit   Payment.   The  aggregate   Advances
outstanding  at any time shall not exceed  the lesser of the  Borrowing  Base as
reflected in the most recent  Borrowing Base  Certificate or the Maximum Credit.
If the aggregate  Advances  outstanding at any time exceed such limit,  then the
Borrowers shall immediately pay such excess.  Citizens may, without prior notice
to the  Borrowers,  charge any of the  Borrowers'  accounts under the control of
Citizens in order to effect such payment.

                  (d) The Revolving  Credit Note.  Amounts owed by the Borrowers
with respect to Advances made by Citizens shall be evidenced by Citizens's books
and  records  and may, at the request of  Citizens,  be further  evidenced  by a
revolving credit note, in the form of Exhibit 1.02(d),  in the maximum principal
amount of the  Revolving  Credit  (the  "Revolving  Credit  Note").  The  unpaid
principal balance of the Revolving Credit may be voluntarily

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prepaid in whole or in part during the  continuation  of the  Revolving  Credit;
provided  that if the Revolving  Credit is to be  terminated  by the  Borrowers,
thirty (30) days prior notice shall be given to Citizens. Upon termination,  the
Borrowers  shall (i) satisfy  the  provisions  of Section  6.01 and (ii) pay the
prepayment fee provided in Section 1.9. The Revolving  Credit Note is subject to
mandatory repayments, as provided in Section 1.02(c).

                  (e) Interest.  Advances  made by Citizens  shall bear interest
prior to maturity  or default  (computed  on the basis of actual  number of days
elapsed over a 360 day year) on the unpaid principal  balances  outstanding from
time to time at a rate per  annum  equal to the  Prime  Rate  plus  seventy-five
hundredths percent (.75%).

                  After  the  Maturity  Date or the  occurrence  of an  Event of
Default, the unpaid principal balance shall bear interest at the Prime Rate plus
five (5%) percent.  Interest shall be payable monthly in arrears on the last day
of each month. The effective rate of interest shall change on each day the Prime
Rate changes.

                  (f) Requests for  Advances.  Each Advance shall be made on the
Banking Day on which Citizens  receives notice from the Company,  if such notice
is received  prior to 11:00 a.m.  Boston time on such Banking Day, and otherwise
on the next Banking Day. Each request for an Advance shall be  accompanied  by a
current  Borrowing  Base  Certificate  and made to  Citizens  in  writing  or by
telephone by a duly authorized  representative of the Company. Citizens may rely
upon any telephone  request which it believes is made by such a  representative.
The  Borrowers  agree to indemnify  and hold  Citizens  harmless for any action,
including  the  making  of  Advances  hereunder,  or loss or  expense,  taken or
incurred by Citizens in good faith reliance upon such telephone request.  At the
time of the  initial  request for an Advance,  the Company  shall have  provided
Citizens with a Compliance Certificate (as hereinafter defined).  Citizens shall
be  entitled  to  rely  upon  the  most  recent  Compliance  Certificate  in its
possession until it is superseded by another certificate.

                  (g) Method of Advances.  In order to facilitate Advances,  the
Company shall maintain a disbursing account with Citizens Bank Rhode Island (the
"Depository  Bank" or "Citizens  RI"). The Company shall be responsible  for all
bank charges in connection  with the  maintenance  or operation of such account.
Unless  otherwise  agreed upon between  Citizens and the Company,  every Advance
shall be made by transferring funds to the Company's disbursing account with the
Depository Bank.

                  (h)  Expiration.  The  Revolving  Credit  shall  expire on the
Maturity Date and all Advances then outstanding under the Revolving Credit shall
be due and payable without notice on such date. In the event Citizens  continues
Advances  after the Maturity  Date  without a written  extension of the Maturity
Date,  all such  Advances  (i)  shall be made  within  the  sole  discretion  of
Citizens;  (ii) the entire  Credit shall be due on demand;  and (iii) the entire
Credit

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shall earn  interest at the rate  specified  to be earned  prior to the Maturity
Date in Section 1.02(e) unless otherwise agreed.

                  (i)  Overadvances.  Citizens may from time to time in its sole
discretion  permit  Advances  to  exceed  the  limitations  set  forth  in  this
Agreement,  including,  without  limitation,  Advances  in excess of the Maximum
Credit  or the  Borrowing  Base and  Advances  after  the  Maturity  Date or the
occurrence of an Event of Default. All such Advances shall be deemed part of the
Credit  secured by any  collateral  securing  the Credit  and  supported  by any
guaranties or other credit enhancements  supporting the Credit. The making of an
Advance on one or more  occasion  will not operate to limit,  waive or otherwise
modify any rights of Citizens  hereunder on any future occasion unless otherwise
agreed in writing.  Even where  Citizens  consciously  makes such  Advance,  the
existence  of  Advances  in excess of the  Borrowing  Base  shall be an Event of
Default.

                  (j) Agency. Each of the Borrowers hereby irrevocably  appoints
the Company as its agent for purposes of administration  of this Agreement.  The
Company  is  authorized  to  provide  Borrowing  Base  Certificates,  Compliance
Certificates  and all  other  reports  under  this  Agreement  on  behalf of all
Borrowers and to take any and all actions under this  Agreement on behalf of the
Borrowers.

                  (k) Joint and Several Obligations.  All obligations under this
Agreement shall be the joint and several obligation of each of the Borrowers.

                  (l) Separate Loans.  Citizens  reserves the right,  upon seven
(7) days prior  notice to the  Borrowers,  to require  separate  Borrowing  Base
Reports for each of the Borrowers and to maintain  separate  loans to each or to
some aggregate of Borrowers  limited in accordance with such separate  Borrowing
Base Reports which loans in the aggregate shall not exceed the Maximum Credit.

         Section 1.03.  Definitions.

         "Banking  Day"  shall  mean any day which  Citizens  is open to conduct
commercial banking business in Boston,  Massachusetts and the Depository Bank is
open to conduct commercial banking business in Providence, Rhode Island.

         "Notes" shall mean the Revolving Credit Note and any other notes issued
by the Borrowers to Citizens pursuant to this Agreement.

         "Prime  Rate"  shall mean the rate of  interest  per annum from time to
time specified by Citizens RI as its prime rate, it being  understood  that such
rate is a reference rate, not

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necessarily the lowest,  which serves as the basis upon which effective rates of
interest are calculated for obligations making reference thereto.

         The following terms are defined in the following sections:

        Advance                                     Section 1.02(a)
        Affiliate                                   Section 4.17
        Banking Day                                 Section 1.03
        Base Financial Statement                    Section 2.04
        Borrowing Base                              Section 1.02(b)
        Borrowing Base Certificate                  Section 1.02(b)
        Citizens RI                                 Section 1.03
        Closing Fee                                 Section 1.06
        Compliance Certificate                      Section 3.01(k)
        Credit                                      Section 1.01
        Debt                                        Section 4.20
        Depository Bank                             Section 1.02(g)
        EBITDA                                      Section 4.21
        ERISA                                       Section 2.10
        Event of Default                            Article V
        Interest Changes                            Section 4.21
        Liabilities                                 Section 4.20
        Maturity Date                               Section 1.02(a)
        Maximum Credit                              Section 1.02(a)
        Notes                                       Section 1.03
        Pledge Agreements                           Section 3.01(d)
        Prepayment Fee                              Section 1.09
        Prime Rate                                  Section 1.03
        Qualified Accounts                          Section 1.02(b)
        Restricted Payments                         Section 4.23
        Revolving Credit                            Section 1.01
        Revolving Credit Note                       Section 1.02(d)
        Security Agreements                         Section 3.01(c)
        Service Fee                                 Section 1.07
        Special Counsel                             Section 3.01(b)
        Stock                                       Section 4.23
        Subordinated Debt                           Section 4.20
        Subsidiaries                                Section 2.02
        Tangible Assets                             Section 4.20
        Tangible Capital Base                       Section 4.20


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         Section 1.04.  Payments.

         All payments and prepayments of principal and interest due with respect
to the Credit and all other sums due hereunder shall be made by the Borrowers in
immediately available funds to the Depository Bank.

         Payments  received by the Depository  Bank after 11:00 a.m. Boston time
shall be  deemed  received  on the next  succeeding  Banking  Day.  Citizens  is
authorized to make all such payments by Advances under the Revolving Credit.

         Section 1.05.  Credit For Uncollected Items.

         Citizens will give the Borrowers credit for uncollected items deposited
with the  Depository  Bank (a) the next  Banking Day for  purposes of  computing
availability  under the  Revolving  Credit  and (b) two (2)  Banking  Days after
deposit for purposes of computing interest and fees with respect to the Credit.

         Section 1.06.  Closing Fee.

         On the date  hereof,  the  Borrowers  shall  pay  Citizens  a  one-time
non-refundable closing fee (the "Closing Fee") of $15,000 (.5% of the Credit).

         Section 1.07.  Service Fee.

         On the first day of each  month,  the  Borrowers  shall pay  Citizens a
Service  Fee for  monitoring  collateral  of $1,250 on account of the  projected
continuation of the Credit during the next month. Such fee shall be fully earned
at the  commencement  of each month and shall not be refunded or pro-rated  upon
termination of the Credit.

         Section 1.08.  Audit Expenses.

         The Borrowers shall pay Citizens on demand Citizens's customary fee for
audit  reviews  by  employees  of  Citizens  (currently  $600/per  man-day  plus
out-of-pocket  expenses).  Prior  to the  occurrence  of an  Event  of  Default,
Citizens  will not seek  reimbursement  of audit  expenses  in excess of $10,000
during any 365 day period.

         Section 1.09.  Prepayment Fee.

         The  Borrowers  shall pay  Citizens a  prepayment  fee if the Credit is
terminated  by the Company prior to the Maturity Date of one percent (1%) of the
amount of the Credit.


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         Section 1.10.  Usury.

         It is the intention of Citizens to comply  strictly with any applicable
usury law. In no event shall  Citizens  be entitled to receive  interest,  fees,
charges or other  payments  equivalent to interest in excess of the maximum rate
Citizens may lawfully charge.  In the event Citizens ever receives payments that
would be excessive  interest under  applicable law, such excess shall be applied
in reduction of principal,  and if the principal is paid in full,  any remaining
excess shall be refunded to the Borrowers.

ARTICLE II.  REPRESENTATIONS AND WARRANTIES.

         The Borrowers, jointly and severally, represent and warrant as follows:

         Section 2.01.  Corporate Existence and Power.

         The Company and each of its  Subsidiaries  (as defined in Section 2.02)
are corporations duly incorporated,  validly existing and in good standing under
the laws of the respective  jurisdictions of their  incorporation  and have full
corporate  and other power and  authority to conduct  their  businesses  and own
their  properties  as now  conducted  and  owned.  The  Company  and each of its
Subsidiaries  are  licensed  or  qualified  as  foreign   corporations  in  each
jurisdiction  where the conduct of their respective  businesses or the ownership
of their respective properties require such licensing or qualification and where
the failure to be so licensed or qualified would have a material  adverse effect
on the business, finances or operations of the Company or any Subsidiary.

         Section 2.02.  Subsidiaries.

         Any corporation,  business trust,  partnership or other business entity
in which the  Company or any  Subsidiary  owns or has  options to acquire 50% or
more of the voting control shall constitute a Subsidiary.  The Company currently
has no  Subsidiaries  except  as set  forth  in  Schedule  2.02.  The  Company's
ownership of each Subsidiary is set forth on Schedule 2.02.

     Section 2.03. Power and Authority Relative to Borrowing;  Legal and Binding
Nature; Compliance with Other Instruments.

         Each of the  Borrowers  has full power and  authority and has taken all
required corporate and other action necessary to permit such Borrower to execute
and deliver and perform all of its  obligations  contained in this Agreement and
all documents or instruments  required hereby or incident or collateral  hereto,
and to borrow hereunder,  and none of such actions will violate any provision of
law  applicable  to, or of the  charter or by-laws  of, the Company or any other
Borrower, or result in the breach of or constitute a default under any agreement
or instrument

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to which  the  Company  or any  Borrower  is a party or by which  any of them is
bound.  This  Agreement  and all  documents  or  agreements  required  hereby or
incident  hereto  to which  any of the  Borrowers  is a party  are the valid and
binding obligations of such Borrower  enforceable in accordance with their terms
subject to  bankruptcy,  insolvency  or laws  effecting  the rights of creditors
generally. Neither the execution, delivery nor performance by the Company or any
other Borrower of any of the  obligations  contained in this Agreement or in any
document or instrument required hereby or incident or collateral hereto requires
the consent, approval or authorization of any person or governmental authority.

         Neither the Company nor any other  Borrower is in violation of any term
of its charter or by-laws, or any agreement,  instrument,  mortgage,  indenture,
contract,  judgment,  decree, order,  statute,  rule or governmental  regulation
applicable to the Company or such Borrower, except for possible minor violations
none of which could, either individually or in the aggregate,  have any material
adverse effect on the business,  financial condition or assets of the Company or
any other  Borrower  and except as  otherwise  disclosed  on a Schedule  to this
Agreement.  The  execution,  delivery and  performance  of this  Agreement,  all
agreements  incident or collateral hereto, and the Credit will not result in the
creation of any security  interest,  lien, charge or encumbrance upon any of the
properties  or assets of the  Company or any other  Borrower  except in favor of
Citizens.

         Section 2.04.  Financial Condition.

         The financial  statement dated March 31, 1998  previously  delivered to
Citizens (the "Base  Financial  Statement") has been prepared with due diligence
and in accordance with generally accepted  accounting  principles and practices.
The Base  Financial  Statement  fairly  presents the financial  condition of the
Company and its Subsidiaries as of the date of such statement and the results of
their  operations for the period then ending.  The Company and its  Subsidiaries
have no material contingent liability (including, without limitation, contingent
tax and  environmental  liability)  nor any  burdensome  agreement or commitment
which  could  have a  material  adverse  effect  on its  business  or  financial
condition  except  as  disclosed  in the  Base  Financial  Statement  or in this
Agreement.

         Section 2.05.  No Material Adverse Change.

         Since  the  date of the Base  Financial  Statement,  there  has been no
material adverse change in the condition (financial or otherwise), properties or
business  operations of the Company or any of the  Subsidiaries  and neither the
Company  nor  any of the  Subsidiaries  has  paid  any  dividends  or  made  any
distributions  on or purchased  or otherwise  acquired any shares of the capital
stock of the Company or any Subsidiary.


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         Section 2.06.  Litigation.

         Except  as set  forth in  Exhibit  2.06  hereto,  there are no suits or
proceedings pending or, to the best knowledge of the Company, threatened against
or affecting the Company or any Subsidiary  which could have a material  adverse
effect on the  business,  assets or  financial  condition  of the Company or any
Subsidiary.  Moreover,  there  are no suits or  proceedings  pending  or, to the
knowledge  of  the  Company,   threatened  with  respect  to  the   transactions
contemplated by this Agreement.

         Section 2.07.  Title.

         Except as set forth in Exhibit 2.07,  the Company and the  Subsidiaries
have good and marketable  title to all of the properties and assets reflected in
the Base Financial  Statement or acquired since such date, (except for materials
used, inventory sold, accounts receivable collected and other items disposed of,
all in the ordinary  course of business) free and clear of all mortgages,  liens
and encumbrances except liens permitted by Section 4.14; easements, restrictions
and  minor  defects  in  title  which  do  not,  either  individually  or in the
aggregate,  materially detract from the value or materially limit the use of any
real property; and certain assets listed on Exhibit 2.14 which are not owned but
which are reflected on the balance sheet as capitalized leases.

         Section 2.08.  Tax Returns and Payments.

         Except as set forth on Exhibit  2.08  attached  hereto,  all of the tax
returns and tax reports  relating to taxes on income and, to the best  knowledge
of the  Company,  all other tax  returns  and  reports  of the  Company  and the
Subsidiaries  required by law to be filed have been duly filed, or extensions of
the time for filing have been duly obtained, and, except as set forth in Exhibit
2.08 hereto, the Company and Subsidiaries have paid all taxes shown due thereon.
Except as set forth in Exhibit  2.08  attached  hereto,  the federal  income tax
returns of the Company and Subsidiaries  have never been audited by the Internal
Revenue Service.  Except as set forth on Exhibit 2.08 attached hereto, there are
in effect no waivers of the applicable statutes of limitations for federal taxes
for any period. No deficiency  assessment or proposed  adjustment of the federal
income taxes of the Company or of any of the  Subsidiaries  is pending except as
set forth in Exhibit  2.08 and the  Company  has no  knowledge  of any  proposed
liability  of a  substantial  nature for any tax to be  imposed  upon any of its
properties or assets,  for which there is not an adequate  reserve  reflected in
its Base Financial Statement or which accrued in the ordinary course of business
since the date of such financial statement.


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         Section 2.09.  Compliance with Law.

         The  Company  and  the  Subsidiaries  have  all  necessary  franchises,
permits,  licenses and other rights to allow them to conduct their businesses as
presently conducted,  and are not in default with respect to any order or decree
of any  court,  or  under  any  law,  order or  regulation  of any  governmental
authority,  or under the provisions of any contract or agreement to which any of
them is a party or by which  they  may be  bound,  which  default  would  have a
material adverse effect on the business, finances or operations of any of them.

         Section 2.10.  Pension Matters.

         Except  as set forth on  Exhibit  2.10,  neither  the  Company  nor any
Subsidiary has incurred (a) any material  accumulated  funding deficiency within
the meaning of the Employee  Retirement  Income Security Act of 1974, as amended
("ERISA"),  or (b)  any  material  liability  to the  Pension  Benefit  Guaranty
Corporation  in  connection  with  any  employee  benefit  plan  established  or
maintained  by it; nor has the Company or any  Subsidiary  had any tax  assessed
against it by the  Internal  Revenue  Service  for any alleged  violation  under
Section  4975  of the  Internal  Revenue  Code.  Neither  the  Company  nor  any
Subsidiary  has  any  material  unfunded  liability  under a  pension  plan or a
contingent liability for withdrawal from a multi-employer pension plan except as
disclosed in the Base Financial Statement.

         Section 2.11.  Environmental Matters.

         Except  as set forth on  Exhibit  2.11,  neither  the  Company  nor any
Subsidiary  has (a) been named as a  potentially  responsible  party or received
notice  of an  investigation  that  could  lead to such  designation  under  any
proposed   environmental   cleanup;  (b)  incurred  any  unsatisfied   liability
(contingent  or otherwise) in connection  with the release,  spill,  generation,
use, storage, treatment,  transportation,  manufacture,  handling, production or
disposal of hazardous materials, toxic substances or solid waste under any state
or federal  environmental law; or (c) occupied in the past or currently occupies
any  site  designated  as  environmentally  contaminated.  The  Company  and all
Subsidiaries have all licenses, permits, certificates and similar authorizations
required to conduct its business under applicable  environmental laws and is not
subject to any pending investigation or proceeding to revoke, limit or terminate
such authorizations.

         Section 2.12.  Compliance with Regulation U.

         None of the proceeds of the Credit will be used to  purchase,  carry or
refinance any borrowing the proceeds of which were used to purchase or carry any
"margin securities" within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System.


                                       11

<PAGE>




         Section 2.13.  Credit Agreements.

         Set  forth  on  Exhibit  2.13 is a  complete  and  correct  list of all
existing loan agreements, indentures, purchase agreements, leases, guarantees or
other  instruments  relating to  extensions  of credit or money  borrowed for an
amount in excess of $25,000 under which the Company or any  Subsidiary is or may
become directly or indirectly obligated.

         Section 2.14.  Leases and Options to Purchase.

         Set  forth  on  Exhibit  2.14 is a  complete  and  correct  list of all
existing  leases with respect to, or options to purchase any, real estate or any
equipment  involving a commitment  or potential  commitment in excess of $25,000
under  which  the  Company  or any  Subsidiary  is or  may  become  directly  or
indirectly obligated.

         Section 2.15.  Real Estate Owned.

         Set forth on Exhibit  2.15 is a complete  and correct  list of all real
estate owned by the Company or any Subsidiary.

         Section 2.16. Year 2000.

         The Company and each Subsidiary has identified all hardware,  software,
embedded  microchips  and other  processing  capabilities  it uses,  directly or
indirectly, using date information before, during and after January 1, 2000. The
Company and each Subsidiary has also identified all hardware, software, embedded
microchips and other  processing  capabilities it uses,  directly or indirectly,
using date information  before,  during and after January 1, 2000 for engineered
life  safety  systems  and  engineered  sound  systems  for which  they  design,
manufacture  or  service,  or to which the  Company  or any  Subsidiary  has any
current or continuing obligations.

ARTICLE III.  CONDITIONS.

         Section 3.01.  Conditions to the First Advance.

         The  obligation of Citizens to make the first Advance is subject to the
fulfillment of the following conditions:

                  (a) The Note.  The Borrowers shall have executed and delivered
the Revolving Credit Note to Citizens.


                                       12

<PAGE>




                  (b) Legal  Opinions  from  Counsel for the  Company.  Citizens
shall have received the written  opinion of Dolgenos Newman & Cronin LLP counsel
for the Borrowers,  in form and substance  satisfactory to Citizens and Goodwin,
Procter & Hoar LLP special  counsel to Citizens  (said  special  counsel and any
successor counsel shall be hereinafter referred to as "Special Counsel").

                  (c)  Security   Agreements.   The  Borrowers  and   Subsidiary
Guarantors shall have executed and delivered to Citizens security  agreements in
form and substance  satisfactory  to Citizens and Special Counsel (the "Security
Agreements"),  granting to Citizens a first security  interest in  substantially
all the assets of the  Borrowers  and  Subisidary  Guarantors  and all financing
statements  and other  documents in  connection  therewith  shall have been duly
filed or recorded.

                  (d) Pledge Agreements. The Borrowers and Subisidary Guarantors
shall have  executed and  delivered to Citizens  pledge  agreements  in form and
substance  satisfactory  to Citizens and Special Counsel  ("Pledge  Agreements")
with respect to the stock of the  Subsidiaries  indicated on Schedule  2.02. The
Pledge Agreements will be accompanied by the stock certificates and stock powers
representing all of the shares pledged under the Pledge Agreement.

                  (e) Guaranties. The Parent Guarantor and Subsidiary Guarantors
shall have executed and delivered guarantees in form and substance  satisfactory
to Citizens and Special Counsel ("Guarantees")  guaranteeing all or parts of the
debts,  fees,  penalties  or any other  payments  of the  Borrowers  assumed and
incurred under this Agreement.

                  (f) Blocked  Account  Arrangements.  The Borrowers  shall have
delivered to Citizens agreements providing Citizens with a collateral assignment
of the  Borrowers'  and  Subsidiary  Guarantors'  bank  accounts  in a form  and
substance satisfactory to Citizens and Special Counsel.

                  (g) Irrevocable Letter of Credit. Citizens shall have received
on or prior to the  Closing  an  irrevocable  letter of credit in the  amount of
$300,000  in favor of Citizens  securing  the  guaranty of the Parent  Guarantor
expiring no sooner than the Maturity Date and otherwise satisfactory in form and
substance to Citizens and Special Counsel.

                  (h) Minimum Availability. The Borrowers shall have the ability
to borrow not less than $200,000 under the Revolving Credit plus an amount equal
to the sum of all accounts  payable of the Company which are greater than thirty
(30) days past due after the payment of all obligations to be paid in connection
with the execution of this Agreement.


                                       13

<PAGE>




                  (i) Closing Fee.  Citizens shall have received the Closing Fee
from the Borrowers.

                  (j)  Officer's  Insurance   Certificate.   The  Borrowers  and
Subsidiary  Guarantors  shall have delivered to Citizens a list of all insurance
required by Section 4.07 which is in force showing the insurer,  the face amount
and the nature of the  coverage  in  substantially  the form of Exhibit  3.01(j)
hereto ("Insurance Certificate").

                  (k)  Officer's  Compliance  Certificate.   The  Borrowers  and
Subsidiary  Guarantors shall have delivered to Citizens a certificate  dated the
date of the first Advance in  substantially  the form of Exhibit  3.01(k) hereto
("Compliance Certificate").

                  (l)   Officer's   Certificate   re  Places  of  Business   and
Collateral.  The Borrowers and  Subsidiary  Guarantors  shall have  delivered to
Citizens a certificate in substantially the form of Exhibit 3.01(l) hereto.

                  (m) Legal  Existence.  Each Borrower and Subsidiary  Guarantor
shall have  delivered  to Citizens a  Certificate  of Legal  Existence  and Good
Standing.

                  (n) Bylaws  and  Resolutions.  Each  Borrower  and  Subsidiary
Guarantor  shall have  delivered to Citizens a copy of its bylaws and  corporate
resolutions authorizing this Agreement certified by an officer of the Company.

                  (o) Charter Documents.  Each Borrower and Subsidiary Guarantor
shall have delivered to Citizens a copy of its charter documents certified by an
appropriate governmental official.

                  (p)  Borrowing  Base  Certificate.  The  Borrowers  shall have
delivered to Citizens a current Borrowing Base Certificate  substantially in the
form of Exhibit 1.02(b) hereto.

                  (q) Request for Loan.  The Borrowers  shall have  delivered to
Citizens a written request specifying the amount of the initial Advance.

                  (r) No Default.  No Event of Default and no event which,  with
the  giving of notice or the lapse of time,  or both,  would  become an Event of
Default, has occurred and is continuing.


                                       14

<PAGE>




         Section 3.02.  Conditions to Subsequent Advances.

         Each  request  for  a  subsequent  Advance  shall  be  deemed  to  be a
representation  by the  Borrowers  to  Citizens  that  all  representations  and
warranties  contained  in  Article  II hereof  or in any  Exhibit,  Schedule  or
Certificate attached hereto or delivered to Citizens in connection herewith were
true and correct  when made,  and  continue to be true and correct  except those
items which relate to a specific date and except as disclosed to Citizens by the
Borrowers,  and that no Event of Default, and no event which, with the giving of
notice or the lapse of time,  or both,  would  become an Event of  Default,  has
occurred and is then continuing.


ARTICLE IV.  COVENANTS OF THE COMPANY

         The Borrowers, jointly and severally, covenant that:

         Section 4.01.  Payment of Amounts Due.

         The  Borrowers  and  Subsidiary  Guarantors  will make all  payments of
principal  and  interest on the Credit in  accordance  with the terms hereof and
thereof  and will  observe,  perform  and comply  with each and every one of the
covenants,  terms and conditions contained herein, in the Credit or in any other
document or instrument  required  hereby or incident or collateral  hereto to be
observed, performed or complied with by it.

         Section 4.02.  Corporate Existence.

         The Company and each of the Subsidiaries  will maintain and preserve in
full force and effect their  respective  corporate  existences  and,  insofar as
reasonable and practicable,  will maintain and preserve in full force and effect
all  material  rights,  licenses,  patents and  franchises,  and comply with all
applicable  regulations in all jurisdictions  necessary for the conduct of their
businesses.

         Section 4.03.  Maintenance of Properties.

         The  Company  and each of the  Subsidiaries  will  maintain,  preserve,
protect  and  keep  all  properties  used or  useful  in the  conduct  of  their
businesses in good repair,  working order and  condition,  and from time to time
make such repairs, renewals, replacements,  betterments and improvements thereto
as are  necessary to permit such  businesses  to be properly and  advantageously
conducted at all times.


                                       15

<PAGE>




         Section 4.04.  Payment of Taxes.

         The Company and each of the  Subsidiaries  will pay and  discharge  all
lawful taxes,  assessments and governmental  charges or levies imposed upon them
or upon their income or profits,  or upon any property  belonging to them before
the same  shall  become  past  due,  as well as all  lawful  claims  for  labor,
materials  and  supplies,  which,  if not paid when due,  might become a lien or
charge upon such property or any part thereof;  provided,  however, that neither
the Company nor any  Subsidiary  shall be required to pay and discharge any such
tax, assessment,  charge, levy or claim so long as the validity thereof shall be
contested in good faith by appropriate  proceedings and an adequate  reserve for
the  payment  thereof  is  established  on the  books  of the  Company  or  such
Subsidiary in accordance with generally accepted accounting principles.

         Section 4.05.  Compliance with ERISA.

         The Company and each of its Subsidiaries  will satisfy,  or cause to be
satisfied,  the  minimum  annual  funding  standard  required  by ERISA  for any
employee  benefit plan established or maintained by it which is subject to ERISA
and the  Company  or the  Subsidiary  will not  permit  any tax or penalty to be
incurred by it as a result of any failure to satisfy  any such  minimum  funding
requirement  or as a result of any  violation of the  provisions of the Internal
Revenue Code or any regulation issued thereunder.

         Section 4.06.  Compliance with Laws.

         The Company and each of the  Subsidiaries  at all time in all  material
respects will comply with  applicable  provisions of laws,  rules,  regulations,
licenses, permits, approvals and orders and observe all requirements of federal,
state, local and other governmental  authorities including,  without limitation,
all provisions of the Fair Labor Standard Rules of 1938, the Occupational Safety
and Health Act of 1970 and all applicable environmental laws.

         Section 4.07.  Insurance.

         The  Company  and each of the  Subsidiaries  will keep their  insurable
properties insured by financially sound and reputable  insurers  satisfactory to
Citizens  against  such risks and in such  amounts as are deemed  prudent by the
Company and are  reasonably  acceptable  to  Citizens  and will obtain a secured
party's endorsement naming Citizens as a Loss Payee under all insurance policies
maintained with respect to insurable  properties  subject to a security interest
or lien in favor of  Citizens.  The  Company and each of the  Subsidiaries  will
maintain in full force and effect public liability  insurance against claims for
bodily injury,  death or physical property damages occurring upon, in, about, or
in connection with the use of any properties  occupied or controlled by them, or
through the operation of any motor vehicles by their agents

                                       16

<PAGE>




or employees or arising in any manner out of the  businesses  carried on by them
in such amounts and with such coverages as are deemed prudent by the Company and
are reasonably acceptable to Citizens.

         Section 4.08.  Accounts and Reports.

         The Company  will  furnish or cause to be  furnished  to  Citizens  the
following reports:

                  (a) Annual  Reports.  As soon as  available,  and in any event
within  one  hundred  and five (105)  days  after the end of each  fiscal  year,
audited  consolidated and unaudited  consolidating  financial  statements of the
Company  and its  Subsidiaries,  together  with all notes  thereto,  prepared in
reasonable  detail  and  in  accordance  with  generally   accepted   accounting
principles  consistently  applied (except there will be no required notes to the
consolidating balance sheets and income statements) such consolidated statements
to be duly  audited by Moore  Stephens,  P.C.  or other  certified,  independent
public  accountants  selected by the Company and  acceptable  to Citizens.  Such
statements  shall be accompanied by a statement of such  certified,  independent
public  accountants  that the examination made in certifying such statements did
not disclose the existence of any condition or event which  constitutes an event
of default under this Agreement or which, after notice or lapse of time or both,
would constitute such an event of default, or a statement  specifying the nature
and  period  of  existence  of any such  condition  or event  disclosed  by such
examination.  As soon as available and in any event within sixty (60) days after
the end of each fiscal year,  consolidated and consolidating unaudited financial
statements of the Company and its Subsidiaries prepared in reasonable detail and
in  accordance  with  generally  accepted  accounting  principles   consistently
applied, certified by the chief financial officer of the Company.

                  (b) Quarterly Reports. As soon as available,  and in any event
within sixty (60) days after the end of each quarterly accounting period in each
fiscal  year,   unaudited  financial  statements  of  the  Company  prepared  in
reasonable  detail  and  in  accordance  with  generally   accepted   accounting
principles  consistently  applied  (except that such statements need not contain
notes thereto)  certified by the chief financial  officer of the Company,  which
statements shall contain balance sheets as of the end of such accounting  period
and  statements  of profit and loss for the period  from the  beginning  of such
fiscal year to the end of such accounting period.  With the quarterly  financial
statements   furnished  pursuant  to  this  subsection  (b),  (i)  a  Compliance
Certificate  and (ii) a list of the names and  addresses of all customers of the
Company.

                  (c) Monthly  Reports.  As soon as available,  and in any event
within thirty (30) days after the end of each monthly  accounting period in each
fiscal  year,  unaudited  financial  statements  of the  Company and each of its
Subsidiaries  prepared in  reasonable  detail in a form  acceptable  to Citizens
(except that such statements need not contain notes thereto and

                                       17

<PAGE>




except as may be otherwise  required  hereby)  certified by the chief  financial
officer,  which  statements  shall contain  balance sheets as of the end of such
accounting  period and  statements  of profit  and loss for the period  from the
beginning of such fiscal year to the end of such accounting period.

                  (d) Periodic Reports.  With the monthly  financial  statements
furnished  pursuant  to  subsection  (c)  hereof,  (i)  summary of all  Advances
outstanding  at the end of such  period,  (ii)  consolidated  and  consolidating
accounts receivable aging based on invoice date, (iii) inventory analysis,  (iv)
a schedule  detailing  any LIFO reserve,  if any, and any fixed assets,  if any,
included in the Borrowing  Base,  and (v) such other  reports as Citizens  shall
reasonably request.  With the quarterly financial  statements furnished pursuant
to subsection (b) hereof,  a list of the names and addresses of all customers of
the Company.

                  (e) Auditor's Management Letter. Promptly after receipt by the
Company,  copies of the management  letter,  if any, provided by the independent
certified public accountants who audit the annual financial statements.

                  (f) Public  Information.  Promptly,  copies of all reports and
financial  statements  which the Company sends to its stockholders as a class or
which the Company,  or any of the  Subsidiaries,  file with the  Securities  and
Exchange Commission or any other public body.

                  (g)  Projections.  At least forty-five (45) days after the end
of each  fiscal  year of the  Company,  projections  for the  next  fiscal  year
indicating  the Company's  expected  operating  results (on a  consolidated  and
consolidating  basis),  cash  flow  and  proposed  capital  expenditures.   Such
projections shall be made on a month-by-month basis.

                  (h)  Accounting  Principles.   Reports  furnished  under  this
Agreement  shall be prepared in accordance  with generally  accepted  accounting
principles except that unaudited  statements shall be subject to normal year end
adjustments and there shall be no requirement for notes thereto.  Any accounting
terms not otherwise  defined  shall have the same meaning  provided by generally
accepted accounting principles.  Compliance with the covenants set forth in this
Agreement will be determined on the basis of accounting  principles  used in the
preparation of the Base Financial  Statements.  In the event that any subsequent
reports  shall have been  prepared  in  accordance  with  accounting  principles
different  than those used in the Base Financial  Statements,  the Company shall
inform  Citizens of such changes in accounting  principles  and shall provide to
Citizens, with such subsequent reports, such supplemental  reconciling financial
information  as may be required to ascertain  performance by the Company and the
Subsidiaries with the covenants contained in this Agreement.


                                       18

<PAGE>




         Section 4.09.  Information and Inspection.

         At all  reasonable  times  and as often as  Citizens  shall  reasonably
request,  the Company will furnish to Citizens from time to time with reasonable
promptness full  information  pertinent to any covenant,  provision or condition
hereof  or to any  matter  in  connection  with  its  business  and  permit  any
authorized representative designated by Citizens to visit and inspect any of its
properties  and those of the  Subsidiaries,  including  their books (and to make
extracts  therefrom),  and to discuss their affairs,  finances and accounts with
their officers. The Company and its Subsidiaries,  will, in addition, furnish to
Citizens with reasonable promptness such financial information as Citizens shall
reasonably request.  Without limiting the generality of the foregoing,  Citizens
shall be  entitled  to  conduct  field  audits of the  accounts  receivable  and
inventory of the Company and the Subsidiaries.

         Section 4.10.  Additional Advice.

         The Company will promptly advise Citizens of (i) any material  casualty
loss whether or not insured;  (ii) the threat of or commencement of any material
litigation;  (iii) the assertion by any governmental  authority or private party
of a material violation of or material liability arising under any environmental
law;  (iv) any change  which  constitutes  or,  after notice or lapse of time or
both,  would  constitute  an Event of  Default of this  Agreement;  and (v) each
waiver,  consent or  amendment  granted or made with respect to  instruments  or
agreements  relating to borrowed money in excess of $100,000 and each request by
the Company therefor.

         Section 4.11.  Payment of Citizens Expenses.

         The Borrowers will bear all reasonable expenses incurred by Citizens in
connection   with   the   negotiation,    preparation,   execution,   amendment,
interpretation,  administration,  termination  or  enforcement of this Agreement
(whether or not the Credit is consummated)  and the making and collection of the
Credit including,  without limitation,  the reasonable fees and disbursements of
Special Counsel and appraisers employed by Citizens.

         Section 4.12.  Limitation on Indebtedness.

         Neither the Company nor any Subsidiary will create,  incur,  assume, or
become,  be or remain liable in any manner in respect of, or allow to exist, any
indebtedness (which term includes all indebtedness,  obligations and liabilities
which in accordance  with  generally  accepted  accounting  principles  would be
reflected on the balance  sheet of the Company or any  Subsidiary as a liability
and any negative cash balance;  all  indebtedness,  obligations and liabilities,
whether  or  not  assumed  by the  Company  or any  Subsidiary,  secured  by any
mortgage,  pledge or lien  existing  on  property  owned by the  Company  or any
Subsidiary; and

                                       19

<PAGE>




all amounts  representing  rental  payments  which, in accordance with generally
accepted  accounting  principles,  would be  classified  as a  liability  on its
balance sheet), except for:

                  (a)      the Credit and any other obligations owed to Citizens
in connection with this Agreement;

                  (b)  indebtedness  representing  trade debt,  wages,  employee
benefits and similar indebtedness incurred in the ordinary course of business;

                  (c)      indebtedness secured by liens to the extent permitted
by Section 4.14;

                  (d) liabilities for taxes, assessments,  governmental charges,
liens or claims to the extent that  payment  thereof is not  required by Section
4.04;

                  (e) indebtedness in respect of final judgments for the payment
of money not in excess  of  $50,000  in the  aggregate  at any time  outstanding
(excluding sums covered by insurance)  which has been in force for less than the
applicable  appeal  period or less than sixty (60)  days,  whichever  is sooner,
provided that such  indebtedness  may remain  outstanding  if the Company or the
appropriate Subsidiary at the time shall in good faith be prosecuting an appeal,
or  proceedings  for review or pending and in respect of which a stay shall have
been obtained pending such appeal or review;

                  (f)  indebtedness  of the  Company and  Subsidiaries  which is
specifically disclosed in Schedule 4.12(f) attached hereto; and

                  (g) such other  indebtedness  not  exceeding in the  aggregate
$50,000 incurred in the ordinary course of business.

         Section 4.13.  Limitation on Liability for Obligations of Others.

         Neither the Company nor any Subsidiary will assume, guarantee,  endorse
or otherwise be or become liable, contingently or otherwise, for the obligations
of any  other  corporation,  firm  or  entity  or  other  person,  except  those
contemplated hereby:

                  (a)      for the endorsement of negotiable instruments for 
deposit or collection in the normal course of its business; and

                  (b)  guarantees  and other  contingent  liabilities  which are
disclosed on Schedule 4.13(b).


                                       20

<PAGE>




         Section 4.14.  Limitation on Liens.

         Neither the Company nor any Subsidiary  will create,  incur,  assume or
allow to be created,  incurred or  assumed,  or to exist,  any pledge of, or any
mortgage,  lien,  charge or  encumbrance  of any kind on, any of its property or
assets,  or  subject  any  of  such  assets  to  prior  payments  of  any  other
indebtedness  whether  by  subordination   agreement,   transfer  of  assets  or
otherwise,  or own or acquire or agree to acquire any property of any  character
subject to or upon any  mortgage,  conditional  sale  agreement  or other  title
retention agreement except:

                  (a) mortgages,  liens,  or  encumbrances  which existed on the
date hereof and which are  specifically  permitted by Section 2.07 hereof or set
forth in Schedule 2.07 hereto;

                  (b)      liens in favor of Citizens;

                  (c) liens  securing the  purchase  price of fixed assets to be
used in the business of the Company or any Subsidiary  (which may be in the form
of leases), but not any renewal,  extension or refunding of any such lien or the
indebtedness secured thereby, provided that each such lien shall at all times be
confined solely to the item of property so acquired;

                  (d) liens for taxes,  assessments,  governmental  charges  and
levies or for claims to the extent that payment  thereof is not then required by
Section 4.04;

                  (e) liens in respect of judgments  which had been in force for
less than the applicable  appeal period or less than sixty (60) days,  whichever
is sooner, so long as execution is not levied thereunder, or in respect of which
the  Company or the  appropriate  Subsidiary  at the time shall in good faith be
prosecuting an appeal,  or proceedings  for review are pending and in respect of
which a stay of  execution  shall  have been  obtained  pending  such  appeal or
review;

                  (f) liens on deposits  made in  connection  with, or to secure
payment of, workmen's compensation,  unemployment insurance or similar programs;
liens, charges or encumbrances imposed by law, such as carriers', warehousemen's
and  mechanics'  liens and similar  involuntary  liens  arising in the  ordinary
course of business which do not,  individually  or in the aggregate,  materially
detract  from the  value  or  limit  the use of any  property  subject  thereto;
landlords'  liens in respect of rent not in default;  and liens on deposits made
to secure the performance of bids, appeal bonds and surety bonds; and

                  (g) liens and  encumbrances  which are  disclosed  on Schedule
4.14(g).


                                       21

<PAGE>




         Section 4.15.  Sale of Accounts Receivable.

         Neither the Company nor any Subsidiary will sell or transfer any of its
accounts receivable, whether with or without recourse.

         Section 4.16.  Loans and Investments.

         Neither the  Company  nor any  Subsidiary  will  purchase or  otherwise
acquire or retain any stock,  partnership  interest,  or obligations of, or make
any loans or advances to, or investments  in any  corporation or other entity or
person,  including  loans or advances to or investments in the Company or in any
Subsidiary, other than:

                  (a)  the Company's and its Subsidiaries' present investments
in Subsidiaries;

                  (b)  loans and advances from one Borrower to another Borrower;

                  (c)  open  account   transactions   between  the  Company  and
Subsidiaries and between Subsidiaries in the ordinary course of business;

                  (d) loans or advances for  reimbursable  expenses to employees
not exceeding $100,000 outstanding in the aggregate at any time;

                  (e) obligations of the United States of America, or any agency
thereof,  maturing  not more than one (1) year  from the date of issue  thereof,
provided that Citizens shall acquire a perfected first security interest in such
obligation simultaneously with its purchase or acquisition;

                  (f) certificates of deposit or other obligations  maturing not
more than one (1) year from the date of issue thereof issued by a bank, provided
that Citizens have a perfected first security interest in such obligation.

         Section 4.17.  Transactions With Affiliated Persons.

         Neither the Company nor any Subsidiary  will enter into any transaction
with any  Affiliate,  except on terms no less  favorable  to the Company or such
Subsidiary than would be available in a bona fide arm's length  transaction with
a non-affiliated  person or entity.  "Affiliate" means any officer,  director or
shareholder who owns ten percent (10%) or more of any class of securities of the
Company or any  Subsidiary;  any  entity  where the  Company  owns  directly  or
indirectly  ten  percent  (10%) or more of any class of  securities  or interest
issued by such entity;  or any entity that  controls,  is controlled by or under
common control with the Company or any of the Subsidiaries.

                                       22

<PAGE>




         Section 4.18.  Consolidation, Merger and Disposition of Assets.

         Neither the Company nor any Subsidiary will  consolidate  with or merge
into or with  another  corporation,  partnership  or other  entity;  directly or
indirectly issue, sell,  assign,  pledge or otherwise encumber or dispose of any
shares of its capital stock or the capital stock of any Subsidiary;  sell, lease
or otherwise  dispose of all or any material portion of its properties or assets
(other  than in the  ordinary  course of its  business)  to any firm,  person or
corporation;  or acquire any material portion of the properties or assets of any
other corporation,  partnership or entity, whether in one or a series of related
transactions, except:

                  (a)      any Subsidiary may merge into or consolidate with any
Borrower (provided that the Borrower shall be the surviving corporation);

                  (b) any  Subsidiary  may sell,  lease,  exchange,  transfer or
dispose of any of its assets to a Borrower  which has granted to Citizens a lien
in substantially all of its assets;

                  (c) the Company may issue capital stock for cash and may issue
options or warrants to any person for cash or to employees for services;

                  (d) the Company may,  with notice to Citizens,  liquidate  and
dissolve a Subsidiary if the Subsidiary is an inactive entity without revenue or
tax benefit from any source or if the  Subsidiary's  business is  transferred to
another Subsidiary;

provided that in each case no Event of Default as set forth in Article V hereof,
and no condition or event which after  notice or lapse of time,  or both,  would
constitute  an  Event  of  Default,  would  exist  immediately  after  any  such
transaction or series of related transactions.

         Waiver  from  this  provision  will  not be  unreasonably  withheld  by
Citizens with regard to a Subsidiary's ability to consolidate with or merge into
or with another corporation, partnership or other entity; directly or indirectly
issue,  sell,  assign,  pledge or otherwise encumber or dispose of any shares of
its  capital  stock or the  capital  stock  of any  Subsidiary;  sell,  lease or
otherwise  dispose of all or any material  portion of its  properties  or assets
(other  than in the  ordinary  course of its  business)  to any firm,  person or
corporation  should such an event,  in the opinion of  Citizens,  not  adversely
affect the Borrowers' credit standing with Citizens.

         Section 4.19.  Changes in Business.

         Neither the  Company nor its  Subsidiaries  will  materially  alter the
nature of its business.


                                       23

<PAGE>




         Section 4.20.  Tangible Capital Base.

         The ratio of  Liabilities  to the Tangible  Capital Base of the Company
shall not exceed 1.35 to 1.0 during each fiscal  quarter  ending during the term
of this Agreement.

         "Debt"  shall  mean  the sum of all  liabilities  both  short-term  and
long-term,  of  the  Company  and  all  Subsidiaries  including  liabilities  to
Citizens, but excluding stockholders equity and Subordinated Debt.

         "Soft Assets" means the sum of all assets, repayments, loans, dividends
or distributions of any nature due from Affiliates,  investments in the stock of
an  Affiliate,  or any  similar  items  reasonably  deemed to be Soft  Assets by
Citizens.

         "Subordinated  Debt"  means  the  outstanding  principal  amount of the
Company's  debt  subordinated  to the  obligations of the Company to Citizens in
form and substance satisfactory to Citizens and Special Counsel.

         "Tangible  Assets"  shall mean the sum of all assets of the Company and
all Subsidiaries, but excluding intangible assets such as goodwill, organization
expenses,  patents,  trademarks,  copyrights,  research and  development  costs,
training costs, unamortized debt discount,  unamortized offering costs, customer
lists and similar items deemed to be intangible by Citizens.

         "Tangible  Capital Base" shall mean Tangible  Assets,  less Soft Assets
and Debt.

         Section 4.21.  Cash Flow.

         The ratio of EBITDA to Interest  Charges of the Company computed at the
end of each fiscal  quarter  shall be not less than 2.2 to 1.0.  "EBITDA"  shall
mean (a) all net income before  interest and taxes,  plus (b)  depreciation  and
amortization  of assets deducted in determining net income and (c) excluding any
extraordinary gains or losses. "Interest Charges" shall mean (a) all interest on
the Revolving  Credit,  plus (b) all interest on money borrowed from any sources
other  than  the  Revolving  Credit,  plus  (c) the  interest  component  on all
capitalized  assets.  For purposes of this Section,  EBITDA and Interest Charges
shall be computed on a retroactive  basis for the prior four fiscal quarters and
be on a consolidated basis for the Company and all Subsidiaries.

         Section 4.22.   Capital Expenditure.

         The Company and its Subsidiaries  shall not make or incur  expenditures
which are  properly  chargeable  to capital  account  under  generally  accepted
accounting principles

                                       24

<PAGE>




(including  leases which are  capitalized)  in an aggregate  amount in excess of
$250,000 in any fiscal year.

         Section 4.23.  Restricted Payments.

         The  Company and its  Subsidiaries  will not,  directly or  indirectly,
declare,  order,  pay or make any Restricted  Payment (as hereinafter  defined),
except the Company  may,  prior to the  occurrence  of an Event of Default or an
event  which  with  notice or the  passage of time will  constitute  an Event of
Default, so long as such Event of Default or event remains uncured, and provided
that such Restricted  Payment will not constitute  such an event,  but not after
such occurrence so long as such Event of Default remains uncured:

                  (a)  declare and pay dividends on its Stock payable solely
in Stock;

                  (b)  make  exchanges  of one or more  classes  of Stock of the
Company  provided that no cash or other property is distributed in such exchange
by the Company; or

                  (c)  retire Stock out of the net proceeds of the simultaneous 
sale of other Stock; and

                  (d) pay interest and scheduled  principal  payments on account
of Subordinated Debt.

         For the purposes of this Section 4.23,  the following  terms shall have
the following respective meanings:

          (i)     Restricted Payments shall mean:

                  (a)      any payment or declaration of any dividend on any 
class of Stock of the Company or any other distribution on account of any class
of Stock;

                  (b) any  redemption,  purchase  or  other  acquisition  by the
Company, directly or indirectly, of any shares of its Stock; and

                  (c) any payments of principal or interest  made by the Company
in respect of any Subordinated Debt.

          (ii)  "Stock"  shall mean  capital  stock and  warrants  or options to
purchase stock.


                                       25

<PAGE>




         Section 4.24.  Restriction on Use of Proceeds.

         None of the  proceeds  of the  Credit  shall be used by the  Company to
purchase  commodities  except for use in the  ordinary  course of the  Company's
business  or for the purpose of  purchasing  or  carrying,  or  refinancing  any
borrowing  the  proceeds  of which were used to  purchase  or carry any  "margin
securities"  within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System.

         Section 4.25.  Accounts.

         The  Borrowers  shall  maintain  at  all  times  an  account  with  the
Depository  Bank and its principal  operating  accounts  with banks  approved by
Citizens.  A complete list of all existing bank, mutual fund, brokerage or other
accounts  containing  cash,  cash  equivalents or marketable  securities for the
Company and all subsidiaries is set forth on Schedule 4.25.  Neither the Company
nor any  Subsidiary  will open any  further  account of the type  required to be
listed on Schedule 4.25 without prior notice in writing to Citizens.

         Section 4.26. Controlling Interest.

         The stockholders of the Company designated in Schedule 4.26 will at all
times  own  a  Controlling   Interest  in  the  Company  and  its  Subsidiaries.
"Controlling  Interest"  shall mean  sufficient  voting  control to  designate a
majority of the board of  directors.  Notwithstanding  anything to the  contrary
contained  herein,  the stockholders of the Company  designated in Schedule 4.26
shall be permitted to reduce their aggregate  beneficial ownership to 40% of the
Company's equity provided that at any time during this Agreement no other person
or entity has greater voting power.

         Section 4.27.  Further Security.

         The Borrowers agree to provide Citizens with such security  interest or
liens as Citizens may hereafter reasonably request with respect to the assets of
the Company or any Subsidiary.

         Section 4.28.  Year 2000 Compliance.

         The Company and each  Subsidiary  shall,  not later than  September 30,
1999,  have  taken all  necessary  action to  correct  all  hardware,  software,
embedded  microchips  and other  processing  capabilities  it uses,  directly or
indirectly,  to ensure that it will be able to function  accurately  and without
interruption  or  ambiguity  using  date  information  before,  during and after
January 1, 2000. The Company and each Subsidiary shall, not later than September
30, 1999, have also taken all necessary  action to assess,  evaluate and correct
all hardware, software, embedded microchips and other processing capabilities it
uses, directly or indirectly,

                                       26

<PAGE>




to ensure that it will be able to function  accurately and without  interruption
or ambiguity using date information before, during and after January 1, 2000 for
engineered  life safety  systems  and  engineered  sound  systems for which they
design,  manufacture  or service,  or to which the Company or any Subsidiary has
any current or continuing obligations.

ARTICLE V.  EVENTS OF DEFAULT.

         If,  while  any part of the  principal  of or  interest  on the  Credit
remains  unpaid  or while  this  Agreement  shall be in  effect,  any one of the
following "Event of Default" shall occur:

     (a) nonpayment of principal of the Advances when due;

     (b) failure to pay any Advances in excess of the Borrowing Base as required
by Section 1.02(c)

     (c)  failure  to pay any fees or  amounts  due with  respect  to letters of
credit when due;

     (d) nonpayment of interest on the Advances when due;

     (e) any  Borrower  shall (i) apply for or consent to the  appointment  of a
receiver,  trustee or liquidator  of it or of all or a  substantial  part of its
assets;  (ii) admit in writing its  inability  to pay its debts as they  mature;
(iii)  make  a  general  assignment  for  the  benefit  of  creditors;  (iv)  be
adjudicated a bankrupt or insolvent; (v) file a voluntary petition in bankruptcy
or a  petition  or an  answer  seeking  reorganization  or an  arrangement  with
creditors  to take  advantage  of any  insolvency  law;  (vi)  file  any  answer
admitting  the  material  allegations  of a  petition  filed  against  it in any
bankruptcy,  reorganization  or  insolvency  proceeding  or fail to dismiss such
petition  within  sixty (60) days after the  filing  thereof;  or (vii) take any
corporate action for the purpose of effecting any of the foregoing;

     (f) an order, judgment or decree shall be entered, without the application,
approval  or  consent  of a  Borrower  by any court of  competent  jurisdiction,
approving a petition  seeking  reorganization  or liquidation of any Borrower or
appointing  a receiver,  trustee or  liquidator  of any  Borrower or of all or a
substantial part of its assets;

     (g) any representation or warranty made by any Borrower herein or hereunder
or in any certificate,  document or instrument  furnished  pursuant hereto shall
prove to have been false or incorrect in any material respect when made;

     (h) default by any Borrower in the  performance of any covenan or agreement
contained in Article IV hereof;

                                       27

<PAGE>




     (i) except as otherwise  set forth  herein,  default by any Borrower in the
performance  of any  other  covenant  or  agreement  contained  herein or in any
document or instrument  required hereby or incidental or collateral hereto which
shall not have been  remedied  within  thirty  (30) days  after  written  notice
thereof shall have been given to the Borrower by Citizens;

     (j) default by any Borrower in the performance of any covenant or agreement
contained  in any  agreement  to  which  it is a party  or by  which it is bound
involving a liability in excess of $100,000 of the  Borrower  which shall not be
remedied  within the period of time (if any) within  which such other  agreement
permits such  default to be remedied  without the consent or waiver of the other
party thereto, unless such default is waived or excused as a matter of law;

     (k) failure by any  Borrower to make any payment of  principal  or interest
beyond the period of grace  contained in the respective  instrument or agreement
evidencing any indebtedness for money borrowed in excess of $100,000 to which it
is a party or by which it may be bound  (unless  such default is the result of a
good faith dispute  arising under such agreement or  instrument),  or default by
any Borrower in the performance of any other covenant or agreement  contained in
any such  agreement  or  instrument  which  results in the  acceleration  of the
maturity of any  indebtedness  to others of the Borrower under such agreement or
instrument;

     (l) default by any Borrower in the performance of any covenant or agreement
contained  in any of the  Security  Agreements  or other  documents  in favor of
Citizens  executed in connection with this Agreement which continues  beyond any
grace period provided therein;

     (m) any guarantor of any  Borrower's  obligations  shall take any action to
terminate a guarantee or there shall exist any default thereunder;

     (n) all or any  substantial  part of the property of any Borrower  shall be
condemned, seized or otherwise appropriated by any governmental authority or any
officer or instrumentally thereof; or

     (o) a judgment or  judgments  for the payment of money in excess of the sum
of $50,000 in the aggregate (not covered by insurance) shall be rendered against
any Borrower  and such  judgment or judgments  shall remain  unsatisfied  and in
effect for any period of sixty (60) days without a stay of execution;

     (p) any Borrower shall fail to deposit proceeds, in excess of
$2,000 per  individual  deposit and $10,000  aggregate  per year,  of Citizens's
collateral with Citizens;

                                       28

<PAGE>




     (q) any Borrower  shall  deliver a  materially  inaccurate  Borrowing  Base
Certificate adverse to Citizens; or

     (r)  there  shall  occur  any  material  adverse  change  in the  financial
condition of any Borrower;

     then and in  every  such  event,  while  such  event  shall be  continuing,
Citizens  may,  by written  notice to the  Company,  declare the Credit (and any
Notes  issued) to be  forthwith  due and  payable,  whereupon  the Credit  shall
forthwith  become  due and  payable  and the  right to  borrow  hereunder  shall
terminate;  provided,  however,  that  upon the  happening  of any  event  under
Subsections  (e) or (f) of this  Article V, then the Credit  shall,  without the
taking of any action by  Citizens,  immediately  become due and  payable and the
right to borrow hereunder shall immediately terminate.


ARTICLE VI.  MISCELLANEOUS.

         Section 6.01.  Term of Agreement.

         This Agreement shall terminate whenever all of the following conditions
shall have been met:  (i) all  principal  of and  interest of the Credit and all
other amounts due and payable under this Agreement have been paid and discharged
in full, (ii) all other financial accommodations provided by Citizens under this
Agreement  shall  have  been  terminated  or an  indemnity  provided  in a  form
acceptable  to Citizens,  (iii) the Borrowers  shall have provided  indemnity by
cash or other  collateral  satisfactory  to  Citizens  for any  projected  fees,
expenses and other  contingent  liabilities,  (iv) the  Borrowers  shall have no
further  right to borrow  under the  Credit;  and (v) the  Borrowers  shall have
provided  Citizens with a general release in form acceptable to Citizens.  Until
each of the  foregoing  contributions  are  satisfied,  Citizens  shall  have no
obligation  to release  financing  statements  or guarantees or return any other
collateral  securing  the  obligations  of  the  Borrowers'  to  Citizens.   The
provisions of this Article VI shall survive termination of this Agreement.

         Section 6.02.  Indemnity.

         Each of the Borrowers  agrees to indemnify and hold harmless  Citizens,
its participants and each of their directors,  officers,  agents,  employees and
counsel, from and against any and all losses,  claims,  damages,  liabilities or
expenses  imposed on or incurred by any of them in  connection  with the lending
relationship  reflected in this Agreement except as a result of such indemnified
parties' gross negligence or willful misconduct.

         Section 6.03.  Reinstatement.

                                       29

<PAGE>




         All  obligations of any Borrower,  and of any guarantor or other person
liable,  under this Agreement or related documents shall be reinstated as though
payment  had never been  received  by  Citizens  if after any  payment  all or a
portion of the amounts paid are voided, rescinded or otherwise returned upon the
Borrowers insolvency, bankruptcy or reorganization.

         Section 6.04.  Consent to Jurisdiction.

         EACH OF THE BORROWERS AND ANY GUARANTOR OF ANY  BORROWER'S  OBLIGATIONS
UNDER THIS  AGREEMENT  IRREVOCABLY  CONSENTS  AND  SUBMITS TO THE  NON-EXCLUSIVE
JURISDICTION OF THE SUPERIOR COURT IN THE COMMONWEALTH OF MASSACHUSETTS  AND THE
UNITED  STATES  DISTRICT  COURT FOR THE  EASTERN  DISTRICT OF  MASSACHUSETTS  IN
CONNECTION  WITH ANY ACTION,  PROCEEDING  OR CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT.  IN
ANY SUCH  LITIGATION,  EACH OF THE BORROWERS AND ALL  GUARANTORS  WAIVE PERSONAL
SERVICE AND AGREE THAT SERVICE MAY BE MADE BY CERTIFIED MAIL, IN THE CASE OF THE
BORROWERS,  TO THE PLACE  SPECIFIED FOR NOTICES UNDER THIS AGREEMENT AND, IN THE
CASE OF GUARANTORS, TO THEIR LAST KNOWN ADDRESS.

         Section 6.05.  Waiver of Jury Trial.

         EACH OF THE BORROWERS  AND ANY  GUARANTOR OF THE COMPANY'S  OBLIGATIONS
UNDER THIS AGREEMENT WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND
ARISING OUT OF OR  RELATING  TO THIS  AGREEMENT  OR OTHER  DOCUMENT  EXECUTED IN
CONNECTION WITH THIS AGREEMENT.

         Section 6.06.  Notices.

         Except  as  otherwise  specifically  provided  in this  Agreement,  all
notices  hereunder  shall be deemed to have been given when  delivered in person
or, if mailed, when actually received by the party to whom addressed;  provided,
however,  that any written  notice  given  pursuant to Article V hereof shall be
deemed  to be  effective  when  mailed,  so long as such  notice  is  mailed  by
registered  or certified  mail,  addressed to any party at its address set forth
below or at any other address  notified in writing to the other parties  hereto.
Actual receipt shall be conclusively  presumed if such notice shall be mailed by
registered  or certified  mail,  addressed to any party at its address set forth
below or at any other address notified in writing to the other parties hereto by
notice  pursuant to this  Section,  and if the sender shall have received back a
return receipt.

                                       30

<PAGE>





         To Citizens:                       Citizens Business Credit Company
                                            28 State Street
                                            Boston, Massachusetts 02109
                                            Attention: Ralph L. Letner, V.P.
                                            Fax: (617) 725-5827

         With a copy to:                    Goodwin, Procter & Hoar  LLP
                                            Exchange Place
                                            Boston, Massachusetts  02109
                                            Attention:  Jon D. Schneider, P.C.
                                            Fax: (617) 570-8150

         To the Borrowers:                  Firetector Inc.
                                            262 Duffy Avenue
                                            Hicksville, NY 11801
                                            Attention: John Poserina, C.F.O.
                                            Fax: (516) 433-1131

         With a copy to:                    Dolgenos Newman & Cronin LLP
                                            96 Spring Street, 8th Floor
                                            New York, NY 10012
                                            Attention: Dennis P. McConnell, Esq.
                                            Fax: (212) 925-0690

         Section 6.07.  No Waiver.

         No  failure to  exercise,  and no delay in  exercising,  on the part of
Citizens,  any right,  power or privilege  hereunder  shall  operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies  provided by
law.

         Section 6.08.  Setoff.

         Any sums due from Citizens,  Citizens RI or other affiliate of Citizens
to any of the Borrowers,  any property of any of the Borrowers in the possession
of Citizens,  Citizens RI or other  affiliate of Citizens and any balance in any
of the Borrowers'  account with the  Depository  Bank may be held and treated as
collateral  security  for the payment of the  obligations  of the  Borrowers  to
Citizens and may be applied to the payment of such obligations regardless of the
adequacy of other collateral. Any sums due from any financing institution

                                       31

<PAGE>




that  may  participate  in  the  Credit  or  property  of the  Borrowers  in the
possession  of  such  institution  may be held as  collateral  security  for the
payment of the  obligations of the Borrowers to Citizens as if such  institution
had  extended  the Credit  directly to the  Borrowers  and may be applied to the
payment of such obligations regardless of the adequacy of other collateral.

         Section 6.09.  Construction.

         This Agreement  shall be deemed to be a contract made under the laws of
the Commonwealth of Massachusetts, and shall be construed in accordance with the
laws of the  Commonwealth  of  Massachusetts.  The  descriptive  headings of the
several Sections hereof are for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

         Section 6.10. Entire Agreement.  This Agreement and the other documents
referred to in this Agreement  represent the entire agreement  between Citizens,
the Borrowers,  and any Guarantors and are intended to supersede and replace any
prior  proposals,  commitments,  agreements or  negotiations  whether written or
oral.

         Section 6.11.  Amendments, Waivers and Consents.

         The parties contemplate an arrangement which will involve frequent oral
discussion.  However, the Borrowers and other parties interested in this lending
relationship  understand  and agree  that  this  Agreement  and other  documents
executed in connection with this Agreement may be amended only in writing signed
by Citizens  and that  Citizens  will not be legally  bound with  respect to any
aspect of the  lending  relationship  except as set forth in  writing  signed by
Citizens.  Compliance by the Borrowers  with any term,  covenant or condition of
this  Agreement  may be omitted or waived  (either  generally or in a particular
instance  and  either  retroactively  or  prospectively)  only by a  consent  or
consents in writing signed by Citizens.

         Section 6.12.  Counterparts.

         This  Agreement  may be  executed in any number of  counterparts  which
together shall constitute one Agreement.

                            {SIGNATURE PAGE FOLLOWS}


                                       32

<PAGE>




         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
under seal as of the date first above written.

                                   BORROWERS:

                                   FIRETECTOR INC.


                                   By:                 
                                        Name:
                                        Title:


                                   GENERAL SOUND (TEXAS) COMPANY


                                   By:                            
                                        Name:
                                        Title:


                                   CASEY SYSTEMS INC.


                                   By:                                 
                                        Name:
                                        Title:


                                   PYROTECH SERVICE INC.


                                   By:     
                                        Name:
                                        Title:



                                   LENDER:

                                   CITIZENS BUSINESS CREDIT COMPANY





                                           Ralph L. Letner
                                           ice President

DOCSC\628024.5