EXHIBIT 10.8

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                December 23, 2005


Worldwide Stock Transfer, LLC
885 Queen Anne Road
Teaneck, NJ 07666

      RE:   SENSOR SYSTEM SOLUTIONS, INC.

Ladies and Gentlemen:


      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement")  of even date herewith by and between  Sensor
System Solutions, Inc., a Nevada corporation (the "Company"), and the Buyers set
forth on  Schedule I  attached  thereto  (collectively  the  "Buyers")  and that
certain  Pledge and  Escrow  Agreement  (the  "Pledge  Agreement")  of even date
herewith among the Company,  the Buyers,  Michael Young and David  Gonzalez,  as
escrow  agent  (the  "Escrow  Agent").   Pursuant  to  the  Securities  Purchase
Agreement,  the Company shall sell to the Buyers,  and the Buyers shall purchase
from the Company, convertible debentures (collectively, the "Debentures") in the
aggregate  principal  amount of One Million Dollars  ($1,000,000),  plus accrued
interest,  which are convertible  into shares of the Company's common stock, par
value  $0.01 per share  (the  "Common  Stock"),  at the Buyers  discretion.  The
Company  has also  issued to the Buyer a warrant,  dated  October  6,  2005,  to
purchase up to 600,000 shares of Common Stock,  at the Buyer  discretion,  and a
warrant,  dated the date  hereof,  to  purchase  up to 600,000  shares of Common
Stock,  at  the  Buyer  discretion   (collectively,   the   "Warrants").   These
instructions  relate to the  following  stock or  proposed  stock  issuances  or
transfers:

      1.    The  Company  has  agreed  to  issue  to the  Buyers  shares  of the
            Company's   Common   Stock  upon   conversion   of  the   Debentures
            ("Conversion  Shares")  plus the shares of Common Stock to be issued
            to the Buyers upon  conversion  of accrued  interest and  liquidated
            damages into Common Stock (the "Interest Shares").

      2.    Michael  Young  has  prepared  a  stock   certificate   representing
            10,075,357  shares (the  "Escrowed  Shares") of Common Stock,  which
            have been  delivered  to the  Escrow  Agent  pursuant  to the Pledge
            Agreement.

<PAGE>

      3.    Up to  1,200,000  shares  of  Common  Stock  to be  issued  upon the
            exercise of the Warrants ("Warrant Shares").


      This letter shall amend,  replace,  and supersede the Irrevocable Transfer
Agent  Instructions  entered  into between the parties  hereto dated  October 6,
2005.

      This letter shall serve as our irrevocable  authorization and direction to
Worldwide Stock  Transfer,  LLC (the "Transfer  Agent") to do the following:

      1.    Conversion Shares.

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Conversion Shares and the Interest Shares,  the Transfer Agent
                  shall issue the Conversion  Shares and the Interest  Shares to
                  the Buyers  from time to time upon  delivery  to the  Transfer
                  Agent of a properly  completed  and duly  executed  Conversion
                  Notice (the "Conversion  Notice"), in the form attached hereto
                  as  Exhibit  I,  delivered  on  behalf of the  Company  to the
                  Transfer  Agent  by  the  Escrow  Agent.  Upon  receipt  of  a
                  Conversion  Notice,  the Transfer Agent shall within three (3)
                  Trading Days  thereafter  (i) issue and  surrender to a common
                  carrier for overnight  delivery to the address as specified in
                  the Conversion  Notice, a certificate,  registered in the name
                  of the Buyers or their designees,  for the number of shares of
                  Common  Stock to which the  Buyers  shall be  entitled  as set
                  forth in the Conversion Notice or (ii) provided Transfer Agent
                  are participating in The Depository Trust Company ("DTC") Fast
                  Automated Securities Transfer Program, upon the request of the
                  Buyers, credit such aggregate number of shares of Common Stock
                  to which the Buyers  shall be entitled to the Buyers' or their
                  designees'  balance  account  with  DTC  through  its  Deposit
                  Withdrawal At Custodian  ("DWAC")  system  provided the Buyers
                  causes its bank or broker to  initiate  the DWAC  transaction.
                  For purposes  hereof "Trading Day" shall mean any day on which
                  the Nasdaq Market is open for customary trading.

            b.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyers that  certificates  representing the Conversion  Shares
                  shall not bear any legend restricting  transfer and should not
                  be  subject  to  any  stop-transfer   restrictions  and  shall
                  otherwise be freely  transferable  on the books and records of
                  the Company; provided that counsel to the Company delivers (i)
                  the Notice of  Effectiveness  set forth in Exhibit II attached
                  hereto and (ii) an opinion of counsel in the form set forth in
                  Exhibit III attached hereto, and that if the Conversion Shares
                  and the Interest  Shares are not registered for sale under the
                  Securities Act of 1933, as amended,  then the certificates for
                  the  Conversion  Shares  and  Interest  Shares  shall bear the
                  following legend:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES  HAVE BEEN

                                       2
<PAGE>

                  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
                  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES LAWS,
                  OR AN OPINION OF COUNSEL,  IN A FORM REASONABLY  ACCEPTABLE TO
                  THE COMPANY,  THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
                  OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
                  RULE 144 UNDER SAID ACT."

            c.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as required to issue the  Conversion  Shares
                  in  accordance  with the preceding  paragraph  (either with or
                  without restrictive legends, as applicable),  then the Company
                  irrevocably and expressly  authorizes counsel to the Buyers to
                  render such  opinion.  The Transfer  Agent shall accept and be
                  entitled to rely on such  opinion for the  purposes of issuing
                  the Conversion Shares.

            d.    Instructions  Applicable  to  Escrow  Agent.  Upon the  Escrow
                  Agent's  receipt of a  properly  completed  conversion  notice
                  substantially  in  the  form  attached  as an  exhibit  to the
                  Debentures, the Escrow Agent shall, within one (1) Trading Day
                  thereafter,  send to the Transfer Agent a Conversion Notice in
                  the form attached hereto as Exhibit I, which shall  constitute
                  --------- an irrevocable  instruction to the Transfer Agent to
                  process such Conversion Notice in accordance with the terms of
                  these instructions.

      2.    Escrowed Shares.

            a.    With respect to the Escrowed Shares,  upon an event of default
                  as set forth in the Pledge  Agreement,  the Escrow Agent shall
                  send written notice to the Transfer Agent ("Escrow Notice") to
                  transfer  such  number  of  Escrow  Shares as set forth in the
                  Escrow Notice to the Buyers. Upon receipt of an Escrow Notice,
                  the  Transfer  Agent shall  promptly  transfer  such number of
                  Escrow  Shares  to the  Buyers  as shall  be set  forth in the
                  Escrow  Notice  delivered to the Transfer  Agent by the Escrow
                  Agent.  Further,  the Transfer Agent shall  promptly  transfer
                  such  shares  from the  Buyers  to any  subsequent  transferee
                  promptly  upon  receipt of written  notice  from the Buyers or
                  their  counsel.  If the Escrow Shares are not  registered  for
                  sale under the  Securities  Act of 1933, as amended,  then the
                  certificates  for the Escrow  Shares shall bear the legend set
                  forth in Section 1b.

            b.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as may be required by the Transfer  Agent to
                  affect a transfer of the Escrow Shares (either with or without
                  restrictive   legends,   as  applicable),   then  the  Company
                  irrevocably and expressly  authorizes counsel to the Buyers to
                  render such  opinion.  The Transfer  Agent shall accept and be
                  entitles   to  rely  on  such   opinion  for  the  purpose  of
                  transferring the Escrow Shares.

      3.    Warrant Shares.

                                       3
<PAGE>

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Warrant  Shares,  the  Transfer  Agent shall issue the Warrant
                  Shares to the Buyer  from  time to time upon  delivery  to the
                  Transfer  Agent of a  properly  completed  and  duly  executed
                  notice of the Buyer's  election to exercise the Warrants  (the
                  "Exercise Notice"), in the form attached hereto as Exhibit IV,
                  specifying   the  number  of  Warrant  Shares  to  be  issued,
                  delivered  on behalf of the Company to the  Transfer  Agent by
                  the  David  Gonzalez,  Esq.,  as  escrow  agent  (the  "Escrow
                  Agent").  Upon  receipt of an Exercise  Notice,  the  Transfer
                  Agent shall use its best  efforts to within  three (3) Trading
                  Days  thereafter  (i) issue and surrender to a common  carrier
                  for  overnight  delivery  to the address as  specified  in the
                  Exercise Notice, a certificate,  registered in the name of the
                  Buyer or its  designees,  for the  number  of shares of Common
                  Stock to which the Buyer shall be entitled as set forth in the
                  Exercise   Notice  or  (ii)   provided   Transfer   Agent  are
                  participating  in The  Depository  Trust Company  ("DTC") Fast
                  Automated Securities Transfer Program, upon the request of the
                  Buyer,  credit such aggregate number of shares of Common Stock
                  to which the Buyer  shall be  entitled  to the  Buyer's or its
                  designees'  balance  account  with  DTC  through  its  Deposit
                  Withdrawal  At Custodian  ("DWAC")  system  provided the Buyer
                  causes its bank or broker to  initiate  the DWAC  transaction.
                  For purposes  hereof "Trading Day" shall mean any day on which
                  the Nasdaq Market is open for customary trading.


                  The Company hereby  confirms to the Transfer Agent and Cornell
                  that  certificates  representing  the Warrant Shares shall not
                  bear any legend restricting transfer and should not be subject
                  to any  stop-transfer  restrictions  and  shall  otherwise  be
                  freely  transferable  on the books and records of the Company;
                  provided  that counsel to the Company  delivers (i) the Notice
                  of  Effectiveness  set forth in Exhibit II attached hereto and
                  (ii) an  opinion  of  counsel in the form set forth in Exhibit
                  III attached  hereto,  and that if the Warrant  Shares are not
                  registered  for sale  under  the  Securities  Act of 1933,  as
                  amended,  then the  certificates  for the Warrant Shares shall
                  bear the restrictive legend referenced above in Section 1b.

            b.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as required  to issue the Warrant  Shares in
                  accordance  with  the  preceding  paragraph  (either  with  or
                  without restrictive legends, as applicable),  then the Company
                  irrevocably and expressly  authorizes  counsel to the Buyer to
                  render such  opinion.  The Transfer  Agent shall accept and be
                  entitled to rely on such  opinion for the  purposes of issuing
                  the Warrant Shares.

            c.    Instructions  Applicable  to  Escrow  Agent.  Upon the  Escrow
                  Agent's  receipt  of  a  properly  completed  exercise  notice
                  substantially  in  the  form  attached  as an  exhibit  to the
                  Warrant and the  Aggregate  Exercise  Price (as defined in the
                  Warrant),  the Escrow Agent shall,  within one (1) Trading Day
                  thereafter,  send to the Transfer Agent an Exercise  Notice in
                  the form attached hereto as Exhibit I, which shall  constitute
                  an  irrevocable  instruction  to the Transfer Agent to process
                  such  Exercise  Notice in  accordance  with the terms of these
                  instructions.

                                       4
<PAGE>

      4.    All Shares.

            a.    The  Transfer  Agent shall  reserve for issuance to the Buyers
                  the Conversion  Shares,  the Escrowed Shares,  and the Warrant
                  Shares.  All such  shares  shall  remain in  reserve  with the
                  Transfer  Agent until the Buyers  provides the Transfer  Agent
                  instructions  that the  shares  or any  part of them  shall be
                  taken out of  reserve  and shall no longer be  subject  to the
                  terms of these instructions.

            b.    The Transfer  Agent shall rely  exclusively  on the Conversion
                  Notice,  the Escrow Notice,  or the Exercise  Notice and shall
                  have  no  liability  for  relying  on such  instructions.  Any
                  Conversion Notice, Escrow Notice, or Exercise Notice delivered
                  hereunder shall  constitute an irrevocable  instruction to the
                  Transfer Agent to process such notice or notices in accordance
                  with  the  terms  thereof.  Such  notice  or  notices  may  be
                  transmitted   to  the  Transfer  Agent  by  facsimile  or  any
                  commercially reasonable method.

            c.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyers that no instructions other than as contemplated  herein
                  will be given to Transfer Agent by the Company with respect to
                  the matters  referenced  herein. The Company hereby authorizes
                  the Transfer Agent, and the Transfer Agent shall be obligated,
                  to  disregard  any  contrary  instructions  received  by or on
                  behalf of the Company.

      Certain  Notice  Regarding the Escrow Agent.  The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a partner of the  general  partner  of the  Buyers and  counsel to the Buyers in
connection with the transactions  contemplated and referred herein.  The Company
and the  Transfer  Agent  agree  that in the  event of any  dispute  arising  in
connection  with this Agreement or otherwise in connection  with any transaction
or  agreement  contemplated  and  referred  herein,  the Escrow  Agent  shall be
permitted  to continue to  represent  the Buyers and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.

      The Company  hereby agrees that it shall not replace the Transfer Agent as
the Company's transfer agent without the prior written consent of the Buyers.

      Any attempt by Transfer  Agent to resign as the Company's  transfer  agent
hereunder shall not be effective until such time as the Company  provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer agent and to be bound by the terms and conditions of these  Irrevocable
Transfer Agent Instructions.

      The Company, the Transfer Agent and the Buyers hereby acknowledge that the
Transfer Agent has recently been engaged by the Company to perform services as a
transfer  agent and that the  Transfer  Agent  has not  received  the  Company's
records from Stalt,  Inc., the Company's prior transfer agent. The Company,  the
Transfer Agent and the Buyers hereby agree that the Transfer Agent's obligations
hereunder  are  contingent  upon the Transfer  Agent  receiving  all  reasonably
requested documents from either Stalt, Inc. and/or the Company.

                                       5
<PAGE>

      The Company and the  Transfer  Agent hereby  acknowledge  and confirm that
complying  with the terms of this  Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.

      The Company and the Transfer Agent  acknowledge that the Buyers is relying
on the  representations and covenants made by the Company and the Transfer Agent
hereunder  and are a material  inducement to the Buyers  purchasing  convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and the Transfer Agent made hereunder, the Buyers would not purchase the
Debentures.

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyers  will  be  irreparably  damaged  and  that  damages  at law  would  be an
inadequate  remedy if these  Irrevocable  Transfer Agent  Instructions  were not
specifically enforced.  Therefore, in the event of a breach or threatened breach
by a party hereto, including,  without limitation,  the attempted termination of
the  agency  relationship  created  by this  instrument,  the  Buyers  shall  be
entitled,  in  addition  to all  other  rights  or  remedies,  to an  injunction
restraining such breach,  without being required to show any actual damage or to
post any bond or other security,  and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.

                                       6
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                          COMPANY:

                                          SENSOR SYSTEM SOLUTIONS, INC.

                                          By:
                                             --------------------------
                                          Name:  Michael Young
                                          Title: Chief Executive Officer


                                          -----------------------------
                                          David Gonzalez, Esq.



WORLDWIDE STOCK TRANSFER, LLC

By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------

                                       7
<PAGE>

                                   SCHEDULE I

                             SCHEDULE OF BUYERS
<TABLE>
<CAPTION>
                                                               Address/Facsimile
Name                           Signature                       Number of Buyers
----------------------------   -----------------------------   ------------------------------
<S>                            <C>                             <C>
Cornell Capital Partners, LP   By:   Yorkville Advisors, LLC   101 Hudson Street - Suite 3700
                               Its:  General Partner           Jersey City, NJ  07303
                                                               Facsimile:  (201) 985-8266

                               By:
                                  --------------------------
                               Name: Mark Angelo
                               Its:  Portfolio Manager
</TABLE>

                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                            FORM OF CONVERSION NOTICE

      Reference is made to the Securities  Purchase  Agreement (the  "Securities
Purchase Agreement") between Sensor System Solutions, Inc., (the "Company"), and
the Buyers set forth on Schedule I attached  thereto dated December ____,  2005.
In  accordance  with and  pursuant to the  Securities  Purchase  Agreement,  the
undersigned  hereby  elects to convert  convertible  debentures  into  shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Company for
the amount indicated below as of the date specified below.

Conversion Date:
                                                      --------------------------
Amount to be converted:                               $
                                                      --------------------------
Conversion Price:                                     $
                                                      --------------------------
Shares of Common Stock Issuable:
                                                      --------------------------
Amount of Debenture unconverted:                      $
                                                      --------------------------
Amount of Interest Converted:                         $
                                                      --------------------------
Conversion Price of Interest:                         $
                                                      --------------------------
Shares of Common Stock Issuable:
                                                      --------------------------
Amount of Liquidated Damages:                         $
                                                      --------------------------
Conversion Price of Liquidated Damages:               $
                                                      --------------------------
Shares of Common Stock Issuable:
                                                      --------------------------
Total Number of shares of Common Stock to be issued:
                                                      --------------------------

                                  EXHIBIT I-1
<PAGE>

Please  issue  the  shares  of  Common  Stock in the  following  name and to the
following address:

Issue to:
                                          --------------------------------------
Authorized Signature:
                                          --------------------------------------
Name:
                                          --------------------------------------
Title:
                                          --------------------------------------
Phone #:
                                          --------------------------------------
Broker DTC Participant Code:
                                          --------------------------------------
Account Number*:
                                          --------------------------------------

     * Note that receiving broker must initiate transaction on DWAC System.

                                       2
<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

_________, 2005

_________


Attention:

RE:   SENSOR SYSTEM SOLUTIONS, INC.

Ladies and Gentlemen:

      We are counsel to Sensor System Solutions, Inc., (the "Company"), and have
represented  the Company in  connection  with that certain  Securities  Purchase
Agreement, dated as of December ___, 2005 (the "Securities Purchase Agreement"),
entered  into by and among the  Company  and the Buyers set forth on  Schedule I
attached thereto  (collectively the "Buyers")  pursuant to which the Company has
agreed to sell to the Buyers up to Six Hundred  Thousand  Dollars  ($600,000) of
secured  convertible  debentures,  which shall be  convertible  into shares (the
"Conversion  Shares") of the Company's  common  stock,  par value $.01 per share
(the "Common  Stock"),  in accordance with the terms of the Securities  Purchase
Agreement.  Pursuant to the Securities Purchase Agreement,  the Company also has
entered into a Registration Rights Agreement,  dated as of October 6, 2005, with
the Buyers (the "Investor  Registration Rights Agreement") pursuant to which the
Company agreed,  among other things, to register the Conversion Shares under the
Securities  Act of 1933,  as amended (the "1933 Act").  In  connection  with the
Company's   obligations  under  the  Securities   Purchase   Agreement  and  the
Registration   Rights  Agreement,   on  _______,   2005,  the  Company  filed  a
Registration  Statement (File No. ___-_________) (the "Registration  Statement")
with the Securities and Exchange  Commission (the "SEC") relating to the sale of
the Conversion Shares.

      In  connection  with the  foregoing,  we advise the Transfer  Agent that a
member of the SEC's staff has advised us by  telephone  that the SEC has entered
an order declaring the  Registration  Statement  effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.

                                  EXHIBIT II-1
<PAGE>

      The Buyers has  confirmed  it shall  comply with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.


                                    Very truly yours,


                                    By:
                                       ---------------------------------


                                  EXHIBIT II-2
<PAGE>

                                   EXHIBIT III

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION


________________ 2005

VIA FACSIMILE AND REGULAR MAIL

Worldwide Stock Transfer, LLC
885 Queen Anne Road
Teaneck, NJ 07666

Attention:

      RE:   SENSOR SYSTEM SOLUTIONS, INC.

Ladies and Gentlemen:


      We have acted as special  counsel to Sensor  System  Solutions,  Inc. (the
"Company"),  in  connection  with the  registration  of  ___________shares  (the
"Shares") of its common stock with the Securities and Exchange  Commission  (the
"SEC"). We have not acted as your counsel.  This opinion is given at the request
and with the consent of the Company.


      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2005. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "Selling
Stockholders").  This opinion relates solely to the Selling  Shareholders listed
on Exhibit  "A" hereto and  number of Shares  set forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2005.


      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.

                                   EXHIBIT IV
<PAGE>

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.


      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as amended,  and that  Worldwide  Stock  Transfer,  LLC may remove the
restrictive  legends contained on the Shares. This opinion relates solely to the
number of Shares set forth opposite the Selling  Stockholders  listed on Exhibit
"A" hereto.


      This opinion is furnished to Transfer  Agent  specifically  in  connection
with the issuance of the Shares,  and solely for your  information  and benefit.
This letter may not be relied upon by  Transfer  Agent in any other  connection,
and it may not be relied  upon by any other  person  or entity  for any  purpose
without our prior written consent.  This opinion may not be assigned,  quoted or
used  without our prior  written  consent.  The  opinions  set forth  herein are
rendered  as of the date hereof and we will not  supplement  this  opinion  with
respect to changes in the law or factual matters subsequent to the date hereof.

Very truly yours,

                                 EXHIBIT III-2
<PAGE>

                                   EXHIBIT IV

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF WARRANT EXERCISE NOTICE

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                          SENSOR SYSTEM SOLUTIONS, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________ of the shares of Common Stock par value $0.01 per share ("Warrant
Shares") of Sensor System Solutions, Inc., a Nevada corporation (the "Company"),
evidenced by the attached Warrant (the "Warrant"). Capitalized terms used herein
and not otherwise  defined shall have the  respective  meanings set forth in the
Warrant.


Specify Method of exercise by check mark:


      1. ___ Cash Exercise

           (a)  Payment  of Warrant  Exercise  Price.  The holder  shall pay the
           Aggregate  Exercise  Price  of  $______________  to  the  Company  in
           accordance with the terms of the Warrant.

           (b)  Delivery of Warrant  Shares.  The Company  shall  deliver to the
           holder  _________  Warrant Shares in accordance with the terms of the
           Warrant.


      2. ___ Cashless Exercise

           (a) Payment of Warrant  Exercise  Price. In lieu of making payment of
           the Aggregate  Exercise Price, the holder elects to receive upon such
           exercise  the Net  Number of shares of  Common  Stock  determined  in
           accordance with the terms of the Warrant.

           (b)  Delivery of Warrant  Shares.  The Company  shall  deliver to the
           holder  _________  Warrant Shares in accordance with the terms of the
           Warrant.


Date: _______________ __, ______

Name of Registered Holder

By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------

                                   EXHIBIT IV
<PAGE>

                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)


Name:                                                        No. of Shares:
----------------------------------------------------------   -------------------

                                   EXHIBIT A