Barringer Technologies Inc.
                          Supplemental Retirement Plan


Preamble

Establishment  and  Intent.  Barringer  Technologies  Inc.,  together  with  its
subsidiaries  (the "Employer")  establishes,  effective as of January 1, 1998, a
nonqualified,  unfunded, deferred contribution supplemental executive retirement
plan on behalf of certain designated management or highly compensated employees.
The Plan is intended to be an unfunded  deferred  compensation plan for a select
group of  management  or  highly  compensated  employees,  as  described  in the
Employee  Retirement  Income  Security Act of 1974, as amended  ("ERISA").  This
document defines the provisions of such  nonqualified plan and shall be known as
the "Barringer Technologies Inc. Supplemental Retirement Plan."

Purpose.  The Plan has three  purposes:  (1) to provide  the  Participants  with
additional  retirement  benefits to supplement  retirement benefits available to
them from other sources,  including the qualified  retirement plan maintained by
the  Employer;  (2) to provide an incentive to  Participants  to perform at high
levels;  and (3) to  encourage  Participants  to  remain  in the  employ  of the
Employer.


<PAGE>


                                Table of Contents

                                                                   Page
Article I. Definitions                                               1

Article II. Participation                                            5

Article III. Performance Account                                     6

Article IV. Vesting                                                  8

Article V. Payment of Benefits                                       9

Article VI. Administration                                          10

Article VII. Miscellaneous                                          12

Appendix - List of Plan Participants                                14





                                       2
<PAGE>


Article I. Definitions

     When used herein,  the following  shall have the meanings  below unless the
context clearly indicates otherwise:

     1.1 "Administrator" means the Executive Compensation Committee of Barringer
Technologies Inc. appointed by the Board of Directors to administer this Plan.

     1.2 "Appendix" means a written  supplement  attached to the Plan and made a
part hereof which has been added in accordance with the provisions of the Plan.

     1.3 "Beneficiary" means the Participant's spouse or other person designated
by the  Participant.  If the  Participant  has no spouse and makes no  effective
Beneficiary  designation,  then  the  Participant's  Beneficiary  shall  be  the
Participant's estate.

     1.4  "Board  of  Directors"  means  the  Board of  Directors  of  Barringer
Technologies Inc.

     1.5 "Change in Control" means any of the following events:

          (A) Any "person" or "group" (as such terms are used in Sections  13(d)
     and  14(d) of the  Securities  Exchange  Act of 1934,  as  amended),  is or
     becomes the  "beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under
     the Securities Exchange Act of 1934, as amended, except that a person shall
     be deemed to have "beneficial ownership" of all securities that such person
     has the right to acquire,  whether such right is exercisable immediately or
     only after the passage of time), directly or indirectly,  of 50% or more of
     the total voting power of the Company's outstanding capital stock;

          (B)  The  individuals  who  (i)  as of  the  date  of  this  Agreement
     constitute  the  Board  of  Directors  (the  "Original  Directors"),   (ii)
     thereafter  are  elected to the Board of  Directors  and whose  election or
     nomination for election to the Board of Directors was approved by a vote of
     at least 2/3 of the Original Directors then still in office (such Directors
     being called "Additional Original Directors"),  or (iii) are elected to the
     Board of Directors  and whose  election or  nomination  for election to the
     Board of  Directors  was approved by a vote of at least 2/3 of the Original
     Directors and Additional Original Directors then still in office, cease for
     any  reason  to  constitute  a  majority  of the  members  of the  Board of
     Directors;

          (C)  The   stockholders   of  the  Company  shall  approve  a  merger,
     consolidation,  recapitalization,  or  reorganization of the Company or the
     Company shall  consummate any such  transaction if stockholder  approval is
     not sought or obtained,  other than any such transaction which would result
     in holders of  outstanding  voting  securities  of the Company  immediately
     prior to the transaction having beneficial ownership of at least 50% of the
     total voting power  represented  by the voting  securities of the surviving
     entity


<PAGE>


     outstanding  immediately after such  transaction,  with the voting power of
     each such continuing holder relative to such other continuing holders being
     not altered substantially in the transaction; or

          (D) The  stockholders  of the Company shall approve a plan of complete
     liquidation  of the  Company  or an  agreement  for the  sale,  assignment,
     conveyance,  transfer,  lease or other disposition by the Company of all or
     substantially all of its assets to any person, or group of related persons,
     in one or a series of related transactions.

     1.6 "Code" means the Internal Revenue Code of 1986, as amended.

     1.7 "Company" means Barringer Technologies Inc.

     1.8 "Compensation" means a Participant's base salary and the amount payable
to such Participant  under the Annual Incentive Plan or any successor cash bonus
plan  for  services  rendered  to  the  Employer  for  the  applicable   period.
Compensation  shall include amounts that would be paid to the  Participant  with
respect  to the Plan  Year but for the  Participant's  election  under a cash or
deferred arrangement described in Section 401(k) of the Code or a cafeteria plan
described  in  Section  125 of the Code.  Except as  expressly  provided  in the
preceding  sentence,  Compensation  shall not include  Employer  Allocations  or
contributions to this or any other plan for the benefit of its employees.

     1.9 "EBITDA" means,  for any period,  the sum (without  duplication) of (i)
Consolidated  Net Income,  (ii) to the extent  Consolidated  Net Income has been
reduced thereby,  all income taxes of the Company and its  subsidiaries  paid or
accrued for such period (other than income taxes  attributable to extraordinary,
unusual or non-recurring gains or losses),  all interest expenses,  amortization
expenses and depreciation  expenses of the Company and its subsidiaries  paid or
accrued for such period,  and (iii) other non-cash  items reducing  Consolidated
Net Income, less other non-cash items increasing Consolidated Net Income, all as
determined  on a  consolidated  basis for the  Company and its  subsidiaries  in
conformity with generally accepted accounting  principles,  consistently applied
for all relevant periods.  "Consolidated Net Income" means, for any period,  the
aggregate  net income (or loss) of the  Company  and its  subsidiaries  for such
period on a consolidated basis, determined in accordance with generally accepted
accounting  principles,  consistently applied for all relevant periods, less (i)
gains and losses from any sale, lease, conveyance, transfer or other disposition
of any assets or property of the Company and its subsidiaries, other than in the
ordinary  course of  business,  including  the tax effects  thereof,  (ii) items
classified under generally accepted accounting principles,  consistently applied
for all relevant  periods,  as extraordinary or non-recurring  gains and losses,
and the  related tax  effects  thereof,  and (iii) the net income or loss of any
entity  acquired  in a  transaction  accounting  for as a pooling  of  interests
accrued prior to the date such entity is acquired by the Company.


                                       2
<PAGE>


All   determinations  of  EBITDA  hereunder  shall  be  made  by  the  Company's
independent public accountants, which determinations shall be final, binding and
conclusive  for all  purposes  under this Plan,  absent  clear  mistake or other
manifest error.

     1.10 "Effective Date" means January 1,1998.

     1.11  "Employer"  means  the  Company  and any of its  direct  or  indirect
wholly-owned  subsidiaries  which adopt,  with the approval of the Company,  the
Plan.

     1.12 "Employer Allocation" means the amount allocated to each Participant's
Performance Account each Plan Year pursuant to Section 3.1.

     1.13 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

     1.14 "Good  Reason" with respect to an individual  Participant,  shall have
the meaning  ascribed to such term in such  Participant's  employment  agreement
with the  Employer.  In all other cases,  references  to "Good  Reason" shall be
given no effect.

     1.15  "Investment  Fund or  Funds"  means  one or  more  of the  investment
alternatives which are used by the Plan as a measurement of investment return on
Performance Accounts.

     1.16 "Normal  Retirement  Date" means the first day of the month coincident
with or next  following the later of the date a  Participant  reaches age 60 and
the date he or she completes five Years of Plan Participation.

     1.17  "Participant"  means  an  individual  employed  by the  Employer  who
satisfies  the  requirements  described  in Article II. The names of the initial
Tier I and Tier II Participants are listed in the Appendix.

     1.18 "Performance  Account" means the bookkeeping  account  established and
maintained for each Participant to which Employer Allocations and any investment
earnings or losses thereon are credited.

     1.19 "Permanent Disability" (i) with respect to an individual  Participant,
shall  have  the  meaning  ascribed  thereto  in such  Participant's  employment
agreement with the Employer or (ii) in the event that no such agreement  exists,
such term shall mean the total and permanent  incapacity  of a Participant  as a
result  of which  the  Participant  is  entitled  to  receive  and is  receiving
disability benefits under the Federal Social Security Act.

     1.20 "Plan" means the Barringer  Technologies Inc. Supplemental  Retirement
Plan set forth herein,  as the same may be amended or supplemented  from time to
time.

     1.21 "Plan Year" means the calendar year.


                                       3
<PAGE>


     1.22  "Supplemental  Retirement  Benefit" means the benefits payable to the
Participant in accordance with Article V.

     1.23  "Targeted  EBITDA"  means  the  amount of  EBITDA  determined  by the
Administrator   with  respect  to  a  particular  Plan  Year  and  used  in  the
determination of Employer Allocations described in Section 3.1.2.

     1.24 "Termination for Cause" (i) with respect to an individual Participant,
shall  have  the  meaning  ascribed  thereto  in such  Participant's  employment
agreement with the Employer or (ii) in the event that no such agreement  exists,
such term shall mean,  to the maximum  extent  permitted  by  applicable  law, a
termination  of  the  Participant's  employment  by  the  Employer  because  the
Participant has (a) materially  breached or materially  failed to perform his or
her  duties  under  applicable  law  and  such  breach  or  failure  to  perform
constitutes self-dealing,  willful misconduct or recklessness,  (b) committed an
act of  dishonesty  in the  performance  of his or her duties to the Employer or
engaged in conduct materially  detrimental to the business of the Employer,  (c)
been convicted of a felony, (d) been convicted of a misdemeanor  involving moral
turpitude,  (e) materially  breached or materially  failed to perform his or her
obligations and duties hereunder,  which breach or failure the Participant shall
fail to remedy  within 30 days after written  demand from the  Employer,  or (f)
violated in any material respect the  representations  made in any Participant's
employment  agreement  between the Employer and the  Participant or any covenant
contained therein.

     1.25 "Tier I Participant" means an individual  employed by the Employer who
satisfies the requirements described in Article II for Tier I Participants.  The
names of Tier I Participants as of the date hereof are listed in the Appendix.

     1.26 "Tier II Participant" means an individual employed by the Employer who
satisfies the requirements described in Article II for Tier II Participants. The
names of Tier II Participants as of the date hereof are listed in the Appendix.

     1.27 "Year of Plan Participation" means each calendar year period beginning
on an Employee's  Effective Date of Participation,  as set forth in Section 2.3,
and each  anniversary  thereof on which the Participant is still employed on the
last day of said calendar year.

     1.28  "Without  Cause  Termination"  (i)  with  respect  to  an  individual
Participant,  shall have the  meaning  ascribed  thereto  in such  Participant's
employment  agreement  with  the  Employer  or  (ii) in the  event  that no such
agreement  exists,  such term  shall  mean a  termination  of the  Participant's
employment  by the Employer  other than due to (a) a  Termination  for Cause (as
defined in Section 1.24 above), (b) Permanent  Disability (as defined in Section
1.19 above) or (c) the Participant's death.


                                       4
<PAGE>

Article II. Participation

     2.1 Board of Directors Approval. The Administrator, in its sole discretion,
shall  designate  the  Employees  who  shall   participate  under  the  Plan  as
Participants  solely from a select  group of  management  or highly  compensated
employees.

     2.2  Tier.  Employees  shall  be  designated  as  either  Tier I or Tier II
Participants. The names of the initial Tier I and Tier II Participants as of the
date hereof are listed in the Appendix.

     2.3 Effective  Date of  Participation.  A selected  Employee shall become a
Participant  on the later of the  Effective  Date of the Plan,  or the January 1
designated by the Administrator.


                                       5
<PAGE>

Article III. Performance Account

     3.1 Employer Allocations.

          3.1.1  Entitlement.  For each  Plan  Year  beginning  on or after  the
     Effective  Date  that a  Participant  receives  credit  for a Year  of Plan
     Participation,  the  Employer  shall  allocate to the  Performance  Account
     established for such Participant the amount determined under Section 3.1.2,
     provided that the  Participant  is employed by the Employer on the last day
     of the Plan Year or terminated  employment during such Plan Year on account
     of death, Permanent Disability or attainment of his Normal Retirement Date.
     Employer  Allocations  shall  be  credited,  as  soon  as  administratively
     possible, after the last day of the Plan Year to which they relate.

          3.1.2  Determination  of Amount.  The amount  allocated to an eligible
     Participant's  Performance  Account under Section 3.1.1 for each Plan Year,
     if any, shall be a percentage of the  Participant's  Compensation  for such
     Plan Year. Such percentage shall be determined by the Administrator, in its
     sole discretion, subject to the following guidelines:

--------------------------------------------------------------------------------
PARTICIPANT     IF N0 EBJTDA    IF TARGETED             MAXIMUM IF EBITDA
                                EBITDA IS ACHIEVED      EXCEEDS TARGETED EBITDA
--------------------------------------------------------------------------------
TIER I              0%               20%                     22%
TIER II             0%                8%                     10%
--------------------------------------------------------------------------------

In addition, in determining each Participant's percentage (within the ranges set
forth above), the Administrator may consider the amount of current net income of
the Employer,  the relationship of current net income of the Employer to that of
prior years, the overall economic environment and any other factors it considers
relevant.

     3.2 Investment  Elections.  The Administrator shall select Investment Funds
to be used as a measurement of investment  returns on Performance  Accounts,  or
may  appoint  one or  more  investment  managers  to  select  such  Funds.  Each
Participant   may  specify  the  percentage  of  Employer   Allocations  to  his
Performance  Account  for each  Plan  Year to be  credited  with the  investment
returns earned by each such  Investment  Fund, by filing an investment  election
form with the  Administrator  in accordance with  procedures  established by the
Administrator.  A Participant  may change his  Investment  Fund  selections  for
future Employer Allocations,  or for amounts already credited to his Performance
Account, in accordance with procedures established by the Administrator. No such
selection shall obligate the  Administrator or the Plan to invest any amounts in
any Investment Fund.



                                       6
<PAGE>

     3.3 Crediting of Investment Returns to Performance  Accounts. As of the end
of each Plan Year, the  Administrator  shall credit or debit each  Participant's
Performance  Account with the investment returns  attributable to the balance of
such Performance Account.



                                       7
<PAGE>


Article IV. Vesting

     4.1 Vesting Based on Years of Participation.  A Participant shall have a 0%
vested  interest  in  his or  her  Performance  Account  until  the  Participant
completes  five Years of Plan  Participation,  at which time his or her interest
shall become 100% vested.

     4.2  Vesting  Based on  Permanent  Disability  or  Death.  A  Participant's
interest in his or her Performance  Account shall in any case become 100% vested
if, while employed by the Employer, he or she sustains a Permanent Disability or
dies.

     4.3 Vesting  Based on Without Cause  Termination  or  Resignation  for Good
Reason. A Participant's  interest in his or her Performance Account shall in any
case become 100% vested if his or her service with the Employer is terminated as
a result of a  Without  Cause  Termination.  In the  event  that the  employment
agreement  between an  individual  Participant  and the  Employer  provides  for
resignation  for Good  Cause,  then such  Participant's  interest  in his or her
Performance Account shall in any case become 100% vested if he or she terminates
employment with the Employer by resignation for Good Reason.

     4.4 Vesting  Based on Change in Control.  A  Participant's  interest in his
Performance  Account  shall in any case become 100% vested if his or her service
with the Employer terminates as a result of a Change in Control.

     4.4  Forfeiture.  If a Participant's  employment  terminates for any reason
other than those  described in this Article,  before the  Participant  completes
five Years of Plan  Participation,  the  Participant  shall  forfeit  his or her
entire interest in his or her Performance Account.



                                       8
<PAGE>


Article V. Payment of Benefits

     5.1 Payment at Normal  Retirement Date. A Participant whose employment with
the  Employer  terminates  on or after  his  Normal  Retirement  Date,  shall be
entitled  to  receive  the  value  of  his   Performance   Account  as  soon  as
administratively practicable thereafter.

     5.2 Form of Benefit. Any benefit to which a Participant is entitled in this
Article  V shall be paid in cash in a single  lump  sum.  As an  alternative,  a
Participant  may  instruct  the  Administrator  to purchase an annuity  with the
single lump sum.

     5.3 Death Benefits.  As soon as  administratively  practicable  following a
Participant's  death, the  Participant's  Beneficiary  shall be paid in a single
cash  lump  sum  equal  to  the  Participant's  vested  interest  in  his or her
Performance Account not otherwise distributed to such Participant hereunder.

     5.4 Disability Benefit. As soon as administratively  practicable  following
the  Administrator's  determination  that a Participant has suffered a Permanent
Disability,  the  Participant  shall be entitled  to receive  the  Participant's
vested interest in his or her Performance Account.

     5.5 Vested Terminated Participants.  A Participant,  on the date determined
under  Sections  5.5.1 or 5.5.2,  who  terminates  employment  with the Employer
before  his or her  Normal  Retirement  Date shall be  entitled  to receive  the
Participant's vested interest in his or her Performance Account.

          5.5.1 Without Cause Termination or Resignation for Good Reason. In the
     event that a Participant  leaves the service of the Employer as a result of
     a Without  Cause  Termination,  he or she shall be  entitled to receive the
     vested value of his or her Performance  Account as soon as administratively
     practicable following his or her date of termination. In the event that the
     employment  agreement  between an individual  Participant  and the Employer
     provides for  resignation for Good Reason and such  Participant  leaves the
     service of the Employer as a result thereof, than such Participant shall be
     entitled to receive the vested value of his or her  Performance  Account as
     soon  as  administratively   practicable  following  his  or  her  date  of
     termination.

          5.5.2 Termination for Cause and Other  Termination or Resignation.  In
     the event that a Participant leaves the service of the Employer as a result
     of a  Termination  for Cause,  retirement or any reason (other than Without
     Cause Termination, Permanent Disability, resignation for Good Reason (where
     applicable),  resignation  or  termination  in connection  with a Change in
     Control or death),  he or she shall be entitled to receive the vested value
     of his or her Performance Account as soon as  administratively  practicable
     following the later of the date of termination or attainment of age 60.


                                       9
<PAGE>


Article VI. Administration

     6.1 Administration. The Administrator shall have the authority to interpret
the Plan and to  determine  the amount and time of payment of benefits and other
issues  arising  in  the   administration  of  the  Plan.  Any  construction  or
interpretation  of the Plan and any  determination of fact in administering  the
Plan made in good faith by the  Administrator  shall be final and conclusive for
all Plan purposes.

     6.2 Claims Procedure.

          6.2.1 Initial Determination. Upon presentation to the Administrator of
     a claim for  benefits  under  the  Plan,  the  Administrator  shall  make a
     determination of the validity  thereof.  If the determination is adverse to
     the claimant,  the  Administrator  shall furnish to the claimant  within 90
     days after the  receipt  of the claim a written  notice  setting  forth the
     following:

          a)   the specific reason or reasons for the denial;

          b)   specific references to pertinent  provisions of the Plan on which
               the denial is based;

          c)   if  applicable,  a  description  of any  additional  material  or
               information  necessary  for the claimant to perfect the claim and
               an  explanation of why such material or information is necessary;
               and

          d)   appropriate  information  as to  the  steps  to be  taken  if the
               claimant wishes to submit his or her claim for review.

          6.2.2  Appeal  Procedure.  In the  event of a denial  of a claim,  the
     claimant or his or her authorized  representative may appeal such denial to
     the Administrator for a full and fair review of the adverse  determination.
     The  claimant's  request  for  review  must be in  writing  and made to the
     Administrator  within 60 days after  receipt  by  claimant  of the  written
     notification  described  in Section  6.2.1;  provided,  however,  that such
     60-day period may be extended by the  Administrator  in its sole discretion
     if circumstances so warrant. During this period, the claimant or his or her
     duly authorized  representative  may review  pertinent  documents,  and may
     submit   issues  and  comments  in  writing   which  shall  be  given  full
     consideration by the Administrator in its review.

          6.2.3 Decision on Appeal. A decision on a request for review shall (i)
     state in writing the specific reasons and references to the Plan provisions
     on which it is based;  (ii) shall be promptly  provided to the claimant and
     (iii) be made by the  Administrator not later than 60 days after receipt of
     the  request;  provided,  however,  that  the  Administrator,  in its  sole
     discretion, may postpone such decision for a period of time


                                       10
<PAGE>


     not to exceed 60 days if  circumstances  so warrant.  If it is necessary to
     extend the  period of time for  making a decision  beyond 60 days after the
     receipt of the request,  the  claimant  shall be notified in writing of the
     extension of time prior to the beginning of such extension.


                                       11
<PAGE>


Article VII. Miscellaneous

     7.1 No Effect on Employment  Rights.  Nothing  contained herein will confer
upon any Participant the right to be retained in the service of the Employer nor
limit  the  right of the  Employer  to  discharge  or  otherwise  deal  with any
Participant without regard to the existence of the Plan.

     7.2 Funding.  The Employer may establish a grantor trust for the purpose of
funding Supplemental  Retirement Benefits. Any trust so created shall conform to
the terms of the  model  trust  provided  by the  Internal  Revenue  Service  as
described in Revenue Procedure 92-64.  Notwithstanding the establishment of such
trust,  it is the intention of the Employer and the  Participants  that the Plan
shall be unfunded for tax  purposes  and for  purposes of Title I of ERISA.  All
amounts credited under the Plan shall constitute general assets of the Employer.
The Plan  constitutes  a mere  promise by the  Employer  to pay  benefits in the
future.  To the extent that any Participant or any other person acquires a right
to receive  benefits  under this Plan,  such right shall be no greater  than the
right of any unsecured general creditor of the Employer.

     7.3  Spendthrift  Provisions.  No benefit  payable  under the Plan shall be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, encumbrance, or charge prior to actual receipt thereof by the payee; and
any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge prior to such  receipt  shall be void;  and the Employer  shall not be
liable in any  manner  for or  subject  to the  debts,  contracts,  liabilities,
engagements  or torts of any person  entitled to any benefit under the Plan. The
Plan shall honor a qualified  domestic  relations  order  (within the meaning of
Section 206(d) (3) (B) (i) of ERISA).

     7.4  Governing  Law.  The Plan is  established  under and will be construed
according  to the laws of the State of New Jersey,  to the extent that such laws
are not preempted by ERISA and valid regulations promulgated thereunder.

     7.5  Incapacity  of  Recipient.  In the  event a  Participant  is  declared
incompetent  and a conservator or other person legally  charged with the care of
the person or the estate of such  Participant  is appointed,  any benefits under
the Plan to which such  Participant is entitled shall be paid to the conservator
or other person  legally  charged with the care of such  Participant.  Except as
provided in the preceding sentence, should the Administrator, in its discretion,
determine  that a Participant  is unable to manage his or her personal  affairs,
the Administrator  may take  distributions to any person for the benefit of such
Participant,  provided the Administrator  makes a reasonable good faith judgment
that such person shall expend the funds so  distributed  for the benefit of such
Participant.

     7.6 Amendment or  Termination.  The Company  reserves the right to amend or
terminate  the Plan when,  in the sole opinion of the  Company,  an amendment or
termination  is  advisable.  Any such  amendment  or  termination  shall be made
pursuant to a

                                       12
<PAGE>


resolution  of the  Board of  Directors  and shall be  effective  as of the date
specified  in the  resolution.  No amendment  or  termination  of the Plan shall
directly  or  indirectly  deprive any  Participant  of all or any portion of the
Participant's Performance Account considered to be accrued under the Plan before
the date of amendment or termination.

     7.7 Withholding. The Employer reserves the right, notwithstanding any other
provision of the Plan, to withhold applicable federal, state or local taxes from
payments under the Plan.

     7.8  Construction.  The singular  includes  the plural,  unless the context
clearly indicates otherwise.


                                       13
<PAGE>


Appendix - List of Plan Participants


     As of January 1, 1998 the following  employees have been  designated by the
Administrator as Tier I participants:

          Stanley S. Binder

          John H. Davies

     As of January 1, 1998, the following  employees have been designated by the
Administrator as Tier II participants:

         Kenneth S. Wood

         Richard S. Rosenfeld



                                       14
<PAGE>


                                AMENDMENT TO THE
                           BARRINGER TECHNOLOGIES INC.
                          SUPPLEMENTAL RETIREMENT PLAN


     AMENDMENT to the Barringer  Technologies Inc. Supplemental  Retirement Plan
(the "Plan") dated the 20th day of October, 1999.

                                   WITNESSETH:

     WHEREAS, Barringer Technologies Inc. (the "Company") heretofore adopted the
Plan effective as of January 1, 1998; and

     WHEREAS, Section 7.6 of the Plan reserves to the Company the right to amend
the Plan from time to time;

     NOW, THEREFORE, the Plan is hereby amended as follows:

                                      FIRST

     Section 6.2.4 is hereby added to the Plan, to read as follows:

          6.2.4  In  the  event  that,  on or  after  a  Change  in  Control,  a
     litigation,  arbitration or other  proceeding is commenced by a Participant
     to compel  the  Company  to make a  distribution  under the Plan of amounts
     which  the   Participant  is  due,  the  Company  shall  bear  all  of  the
     Participant's reasonable costs and expenses arising in connection with such
     dispute or controversy and shall advance or reimburse the Participant, on a
     current basis (upon  delivery of receipts or invoices),  for all reasonable
     legal fees and  expenses  incurred in  connection  with any such dispute or
     controversy  (regardless of the result thereof).  Pending resolution of any
     such dispute or  controversy,  the Company shall pay or continue to pay all
     amounts due the Participant  under the Plan  (determined  without regard to
     the matter in dispute). If the Participant's  position is not substantially
     upheld in connection with any suit or other proceeding to enforce the terms
     of the Plan, the Participant shall reimburse the Company for any attorney's
     fees and other expenses advanced or paid by the Company to the Participant.



                                       15
<PAGE>

                                     SECOND

     Amendment  FIRST  above  shall  be  effective  as of the date  first  above
written.


     IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the
Company, has executed this Amendment as evidence of its adoption by the Company.


                                    BARRINGER TECHNOLOGIES INC.


                                    By: /s/ RICHARD S. ROSENFELD
                                        ------------------------------------
                                         Title: Vice President Finance - CFO
                                         Date: 10/20/99


                                      -16-