The Merrill Lynch Non-Qualified Deferred
                        Compensation Plan Trust Agreement


TRUST UNDER:


BARRINGER TECHNOLOGIES INC. SUPPLEMENTAL
RETIREMENT PLAN(1)

     THIS TRUST AGREEMENT,  made this 15th day of November, 1999, by and between
Barringer Technologies Inc. (the "Company") and Merrill Lynch Trust Company, FSB
(the "Trustee");

     WHEREAS,   the  Company  has  adopted  the  Barringer   Technologies   Inc.
Supplemental Retirement Plan (hereinafter referred to as the "Plan"); and

     WHEREAS,  the Company has incurred or expects to incur  liability under the
terms of such Plan with respect to the individuals  participating  in such Plan;
and

     WHEREAS,  the Company wishes to establish a trust (hereinafter  referred to
as the "Trust") and to contribute to the Trust assets that shall be held therein
subject to the claims of the  Company's  creditors in the event of the Company's
Insolvency,  as herein defined,  until paid to the Plan  participants  and their
beneficiaries in such manner and at such times as specified in the Plan; and

     WHEREAS,  it is  the  intention  of  the  parties  that  this  Trust  shall
constitute an unfunded  arrangement  and shall not affect the status of the Plan
as  an  unfunded  plan   maintained  for  the  purpose  of  providing   deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement Income Security Act of 1974,
as amended; and


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(1)  This trust is intended to comply with the model grantor  trust  requirement
     of Revenue  Procedure  92-64.  While Merrill Lynch believes that this Trust
     Agreement complies with the Revenue Procedure it provides no assurance that
     modifications  to the terms  contained  herein would not be required by the
     Internal Revenue Service during the review process in the event the Company
     were to apply for a ruling as to the tax  consequences of its plan and this
     trust.  If the Company  desires to obtain  such a ruling from the  Internal
     Revenue  Service,  a copy of this Trust  Agreement with all  substituted or
     additional  language  underlined  as required by the Revenue  Procedure  is
     available through your Merrill Lynch Financial Consultant.


<PAGE>


     WHEREAS,  it is the intention of the Company to make  contributions  to the
Trust to  provide  itself  with a source of funds to assist  it in  meeting  its
liabilities under the Plan;

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

     (a)  The Company hereby deposits with the Trustee in trust such cash and/or
          marketable  securities,  if any,  listed in  Appendix  A, which  shall
          become  the  principal  of the  Trust  to be  held,  administered  and
          disposed of by the Trustee as provided in this Trust Agreement.

     (b)  The Trust hereby established shall be irrevocable.

     (c)  The Trust is intended to be a grantor  trust,  of which the Company is
          the grantor,  within the meaning of subpart E, Part I,  subchapter  J,
          chapter  1,  subtitle  A of the  Internal  Revenue  Code of  1986,  as
          amended, and shall be construed accordingly.

     (d)  The  principal of the Trust,  and any earnings  thereon  shall be held
          separate  and apart from other  funds of the Company and shall be used
          exclusively for the uses and purposes of Plan participants and general
          creditors   as  herein  set  forth.   Plan   participants   and  their
          beneficiaries  shall  have no  preferred  claim on, or any  beneficial
          ownership  interest  in, any assets of the Trust.  Any rights  created
          under  the Plan  and  this  Trust  Agreement  shall be mere  unsecured
          contractual  rights  of  Plan  participants  and  their  beneficiaries
          against the  Company.  Any assets held by the Trust will be subject to
          the claims of the Company's  general creditors under federal and state
          law in the event of Insolvency, as defined in Section 3(a) herein.

     (e)  The Company, in its sole discretion,  may at any time; or from time to
          time, make additional deposits of cash or other property in trust with
          the  Trustee to augment the  principal  to be held,  administered  and
          disposed  of by the  Trustee  as  provided  in this  Trust  Agreement.
          Neither the Trustee nor any Plan participant or beneficiary shall have
          any right to compel such additional deposits.


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<PAGE>


          After a Change of Control,  if the Trust assets become insufficient to
          pay all amounts to which  participants are entitled under the Plan, as
          determined  by the benefit  determiner  described in Section 2(b) (the
          "Benefit  Determiner"),  the Company shall contribute to the Trust the
          additional  amounts  necessary to fully fund the liabilities under the
          Plan as  determined  by the  Benefit  Determiner.  A copy of any  such
          determination  by the  Benefit  Determiner  shall be  provided  to the
          Trustee.  For  purposes of this Trust  Agreement,  the term "Change in
          Control" shall have the meaning assigned thereto under the Plan.

     (f)  The  Trustee  shall not be  obligated  to  receive  such  cash  and/or
          property  unless  prior  thereto the Trustee has agreed that such cash
          and/or  property  is  acceptable  to the  Trustee  and the Trustee has
          received  such   reconciliation,   allocation,   investment  or  other
          information  concerning,  or representation  with respect to, the cash
          and/or property as the Trustee may require.  The Trustee shall have no
          duty or  authority  to (a) require  any  deposits to be made under the
          Plan or to the Trustee;  (b) compute any amount to be deposited  under
          the Plan to the Trustee;  or (c) determine whether amounts received by
          Trustee  comply  with  the  Plan.  Assets  of the  Trust  may,  in the
          Trustee's  discretion,  be held in an account with an affiliate of the
          Trustee.

Section 2. Payments to Plan Participants and Beneficiaries.

     (a)  With respect to each participant of the Plan, the Company (or, after a
          Change of  Control,  the  Benefit  Determiner)  shall  deliver  to the
          Trustee a schedule  (the  "Payment  Schedule")  that (i) indicates the
          amounts  payable  in  respect  of  the  participant  (and  his  or her
          beneficiaries),  (ii) that  provides a formula  or other  instructions
          acceptable  to the  Trustee  for  determining  the amounts so payable,
          (iii)  provides  the form in  which  such  amounts  are to be paid (as
          provided for or available under the Plan),  and (iv) provides the time
          of  commencement  for payment of such  amounts.  The Payment  Schedule
          shall be delivered  to the Trustee not more than 30 business  days nor
          fewer than 15 business days prior to the first date on which a payment
          is to be  made  to the  Plan  participant.  Any  change  to a  Payment
          Schedule  shall be  delivered to the Trustee not more than 30 days nor
          fewer than 15 days prior to the date on which the first  payment is to
          be made in accordance  with the changed  Payment  Schedule.  Except as
          otherwise


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<PAGE>


          provided herein,  the Trustee shall make payments to Plan participants
          and their beneficiaries in accordance with such Payment Schedule.  The
          Trustee shall make provision for the reporting and  withholding of any
          federal, state or local taxes that may be required to be withheld with
          respect to the payment of  benefits  pursuant to the terms of the Plan
          and shall pay amounts withheld to the appropriate  taxing  authorities
          or determine that such amounts have been  reported,  withheld and paid
          by the Company,  it being understood among the parties hereto that (1)
          the Company  shall on a timely  basis  provide  the  Trustee  specific
          information  as to the  amount  of  taxes to be  withheld  and (2) the
          Company  shall be obligated to receive  such  withheld  taxes from the
          Trustee and properly  pay and report such  amounts to the  appropriate
          taxing authorities.

     (b)  Prior to a Change of Control,  the entitlement of a participant in the
          Plan (or his or her beneficiaries) to benefits under the Plan shall be
          determined  by the  Company.  On and  after a Change in  Control,  the
          entitlement of a participant (or his or her beneficiaries) to benefits
          under the Plan shall be determined by a Benefit  Determiner  appointed
          by the Company (or his successor  appointed in accordance with Section
          2(e)).  The  Trustee  shall not be  responsible  for any action  taken
          pursuant  to a  direction,  request or  approval  given by the Benefit
          Determiner  which is in  conformity  with,  the  terms  of this  Trust
          Agreement  and is given  in  writing  by the  Benefit  Determiner  and
          Trustee may rely on any calculation made by the Benefit  Determiner in
          accordance  with the terms of the Plan.  The fees and  expenses of the
          Benefit Determiner shall be paid by the Company.

     (c)  The Company may make payment of benefits directly to Plan participants
          or their beneficiaries as they become due under the terms of the Plan.
          The Company shall notify the Trustee and the Benefit Determiner of its
          decision  to make  payment  of  benefits  directly  prior  to the time
          amounts  are  payable  to  participants  or  their  beneficiaries.  In
          addition, if the principal of the Trust, and any earnings thereon, are
          not  sufficient to make  payments of benefits in  accordance  with the
          terms of the Plan,  the Company shall make the balance of each payment
          as it falls due. The Trustee shall notify the Company where  principal
          and earnings are not sufficient.


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<PAGE>


     (d)  The Trustee  shall have no  responsibility  to  determine  whether the
          Trust is sufficient to meet the liabilities  under the Plan, and shall
          not be liable for payments or Plan  liabilities in excess of the value
          of the Trust's assets.

     (e)  In the event  that the  Benefit  Determiner  resigns  or dies  after a
          Change of Control,  the Company  shall  designate a successor  Benefit
          Determiner;  provided,  however, that any successor Benefit Determiner
          designated by the Company  shall be  independent  of the Company;  and
          provided  further,  however,  that if the  Company  fails to appoint a
          successor  Benefit  Determiner  within fifteen (15) days following the
          effective date of the Benefit  Determiner's  resignation or death, the
          Plan  participants  may appoint a successor  Benefit  Determiner.  The
          Benefit Determiner may resign at any time upon sixty (60) days written
          notice to the Company.

Section 3. Trustee  Responsibility  Regarding  Payments to the Trust Beneficiary
When Company is Insolvent.

     (a)  The Trustee shall cease payment of benefits to Plan  participants  and
          their beneficiaries if the Company is insolvent.  The Company shall be
          considered "insolvent" for purposes of this Trust Agreement if:

          (i)  the Company is unable to pay its debts as they become due; or

          (ii) the Company is subject to a pending  proceeding as a debtor under
               the United States Bankruptcy Code.

     (b)  At all times  during the  continuance  of this  Trust,  as provided in
          Section  1(d)  hereof the  principal  and income of the Trust shall be
          subject to claims of general  creditors of the Company  under  federal
          and state law as set forth below:

          (i)  The Board of  Directors  and the Chief  Executive  Officer of the
               Company (or, if there is no Chief Executive Officer,  the highest
               ranking officer of the Company) shall have the duty to inform the
               Trustee  in  writing  of the  Company's  Insolvency.  If a person
               claiming to be a creditor  of the  Company  alleges in writing to
               the Trustee  that the Company has become  Insolvent,  the Trustee
               shall determine whether the Company is Insolvent


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<PAGE>


                    and,   pending  such   determination,   the  Trustee   shall
                    discontinue  payment of  benefits  to Plan  participants  or
                    their beneficiaries.

          (ii)      Unless the Trustee  has actual  knowledge  of the  Company's
                    Insolvency,  or has  received  notice  from the Company or a
                    person  claiming to be a creditor  alleging that the Company
                    is  Insolvent,  the  Trustee  shall  have no duty to inquire
                    whether  the  Company is  Insolvent.  The Trustee may in all
                    events  rely  on  such  evidence  concerning  the  Company's
                    solvency  as  may  be  furnished  to the  Trustee  and  that
                    provides the Trustee  with a  reasonable  basis for making a
                    determination concerning the Company's solvency.

          (iii)     If at any time the Trustee has  determined  that the Company
                    is Insolvent, the Trustee shall discontinue payments to Plan
                    participants  or  their  beneficiaries  and  shall  hold the
                    assets of the Trust for the benefit of the Company's general
                    creditors.  Nothing in this Trust Agreement shall in any way
                    diminish   any   rights  of  Plan   participants   or  their
                    beneficiaries to pursue their rights as general creditors of
                    the Company  with  respect to benefits due under the Plan or
                    otherwise.

          (iv)      The  Trustee  shall  resume the  payment of benefits to Plan
                    participants  or  their  beneficiaries  in  accordance  with
                    Section 2 of this Trust Agreement only after the Trustee has
                    determined  that  the  Company  is not  insolvent  (or is no
                    longer insolvent).

     (c)  Provided that there are sufficient assets, if the Trustee discontinues
          the payment of benefits from the Trust pursuant to Section 3(b) hereof
          and subsequently  resumes such payments,  the first payment  following
          such discontinuance shall include the aggregate amount of all payments
          due to Plan participants or their beneficiaries under the terms of the
          Plan for the period of such discontinuance,  less the aggregate amount
          of any payments made to Plan  participants or their  beneficiaries  by
          the Company in lieu of the payments  provided for hereunder during any
          such period of discontinuance; provided that the Company has given the
          Trustee the information  with respect to such payments made during the
          period  of  discontinuance  prior to  resumption  of  payments  by the
          Trustee.


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<PAGE>


Section 4.  Payments to Company.  Except as provided in Section 3 hereof,  since
the Trust is  irrevocable  in accordance  with Section 1(b) hereof,  the Company
shall have no right or power to direct the  Trustee to return to the  Company or
to divert to others any of the Trust assets  before all payment of benefits have
been made to Plan participants and their beneficiaries  pursuant to the terms of
the Plan.

Section 5. Investment Authority.

     (a)  The Trustee  shall invest and reinvest the principal and income of the
          Trust  as  directed  by the  Company  (including  directions  that the
          Trustee follow Plan participants'  deemed investment elections made in
          accordance  with  the  terms of the  Plan),  which  directions  may be
          changed  from  time  to  time,  all  in  accordance   with  procedures
          established  by the Trustee.  The Trustee may limit the  categories of
          assets in which the Trust may be invested.

     (b)  The Trustee  may invest in  securities  (including  stock or rights to
          acquire  stock) or  obligations  issued  by the  Company.  All  rights
          associated  with assets of the Trust shall be exercised by the Trustee
          or the  person  designated  by the  Trustee,  and shall in no event be
          exercisable  by or rest with Plan  participants,  except  that  voting
          rights with  respect to Trust  assets will be exercised by the Company
          unless an investment  adviser has been  appointed  pursuant to Section
          5(d) and  voting  authority  has  been  delegated  to such  investment
          adviser.

     (c)  The Company shall have the right at any time, and from time to time in
          its sole discretion,  to substitute  assets of equal fair market value
          for any  asset  held by the  Trust.  This  right is  exercised  by the
          Company in a nonfiduciary  capacity without the approval or consent of
          any person in a fiduciary capacity.

     (d)  The Company may appoint one or more investment managers, including any
          entities  affiliated  with the  Trustee,  who shall  have the power to
          manage, acquire, or dispose of such portion of the assets of the Trust
          as the Company shall determine subject to the following:


          (i)  An investment manager shall act in accordance with the provisions
               of an investment management agreement entered into between it and
               the


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<PAGE>


               Company,   an  executed  copy  of  which  investment   management
               agreement shall be filed with the Trustee;

          (ii)      Each  such  investment  manager  must  be  registered  as an
                    investment  adviser  under the  investment  Advisers  Act of
                    1940; and shall provide investment advice on a discretionary
                    or  nondiscretionary  basis with  respect to that portion of
                    the assets of the Trust as the Company  shall  specify  from
                    time to time by written direction(s) to the Trustee;

          (iii)     The indicia of ownership of the assets of the Trust shall be
                    held by the Trustee at all times;

          (iv)      Any entity  affiliated with the Trustee may act as broker or
                    dealer to execute  transactions,  including  the purchase of
                    any securities directly distributed, underwritten, or issued
                    by an  entity  affiliated  with  the  Trustee,  at  standard
                    commission  rates,  mark-ups or concessions,  and to provide
                    other management or investment services with respect to such
                    trust, including the custody of assets;

          (v)       Any direction given to the Trustee by an investment  manager
                    shall be given in writing or given  orally and  confirmed in
                    writing as soon as practicable. Alternatively, an investment
                    manager may provide investment  instructions directly to the
                    broker  or  dealer  and   receipt   by  the   Trustee  of  a
                    confirmation  of the  transaction  from the broker or dealer
                    shall be conclusive evidence of such transactions. In either
                    case,  the Trustee shall have the authority  within 24 hours
                    of receipt of such direction from the investment  manager or
                    confirmation  of a  transaction  to instruct the  investment
                    manager to rescind the transaction if the Trustee finds that
                    the  investment  is  inconsistent  with its  operational  or
                    administrative requirements; and

          (vi)      The Trustee may pay any such investment manager for any such
                    services from the assets at the Trust without  reduction for
                    any  fees  or  compensation  paid  to the  Trustee  for  its
                    services as trustee.

                    Notwithstanding  any other provision of the Agreement,  with
                    respect to the


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                    investment  of  the  assets  of  the  Trust  managed  by  an
                    investment manager,  the Trustee shall have only the duty to
                    follow the  directions  of the  investment  manager  and the
                    Trustee shall not be liable to anyone:

                    (1)  for an act or omission of the  investment  manager with
                         respect to the investment of such assets;

                    (2)  for failing to act with  respect to the  investment  of
                         such  assets  absent   direction  from  the  investment
                         manager; or

                    (3)  for failing to invest, periodically review or otherwise
                         deal with the investment of such assets.

                    In the event the  Company is  "insolvent"  for  purposes  of
                    Section 3 of this Trust  Agreement  and the Company fails to
                    provide effective investment  instructions to the Trustee as
                    provided  in  Section  5(a) of  this  Trust  Agreement,  the
                    Trustee may appoint one or more investment  advisers who are
                    registered  as  investment  advisers  under  the  Investment
                    Advisers Act of 1940,  who may be affiliates of Trustee,  to
                    provide    investment   advice   on   a   discretionary   or
                    non-discretionary  basis with  respect to all or a specified
                    portion of the assets of the Trust.

     (e)  Subject  to Section  5(a),  Trustee,  or the  Trustee's  designee,  is
          authorized and empowered:


          (i)  To invest and reinvest  Trust  assets,  together  with the income
               therefrom,   in  common  stock,   preferred  stock,   convertible
               preferred stock, bonds,  debentures,  convertible  debentures and
               bonds, mortgages,  notes, commercial paper and other evidences of
               indebtedness  (including those issued by the Trustee),  shares of
               mutual funds (which funds may be sponsored, managed or offered by
               an affiliate of the Trustee),  guaranteed  investment  contracts,
               bank investment  contracts,  other  securities,  policies of life
               insurance,  annuity  contracts,  options,  options to buy or sell
               securities  or other assets,  and all other  property of any type
               (personal, real or mixed, and tangible or intangible);


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          (ii)      To  deposit  or invest  all or any part of the assets of the
                    Trust in  savings  accounts  or  certificates  of deposit or
                    other deposits in a bank or savings and loan  association or
                    other depository  institution,  including the Trustee or any
                    of its  affiliates,  provided  with respect to such deposits
                    with  the  Trustee  or an  affiliate  the  deposits  bear  a
                    reasonable interest rate;

          (iii)     To hold, manage,  improve,  repair and control all property,
                    real or  personal,  forming  part  of the  Trust;  to  sell,
                    convey, transfer,  exchange,  partition, lease for any term,
                    even  extending  beyond  the  duration  of this  Trust,  and
                    otherwise dispose of the same from time to time;

          (iv)      To  hold in  cash,  without  liability  for  interest,  such
                    portion of the Trust as is pending  investments,  or payment
                    of expenses, or the distribution of benefits;

          (v)       To take such  actions as may be  necessary  or  desirable to
                    protect the Trust from loss due to the default on  mortgages
                    held in the Trust  including  the  appointment  of agents or
                    trustees in such other  jurisdictions as may seem desirable,
                    to transfer property to such agents or trustees, to grant to
                    such agents such powers as are  necessary  or  desirable  to
                    protect the Trust,  to direct  such agent or trustee,  or to
                    delegate  such power to direct,  and to remove such agent or
                    trustee;

          (vi)      To settle,  compromise  or abandon all claims and demands in
                    favor of the or against the Trust;

          (vii)     To exercise all of the further rights,  powers,  options and
                    privileges  granted,  provided  for,  or vested in  trustees
                    generally  under the laws of the state in which the  Trustee
                    is  incorporated  as set  forth  above,  so that the  powers
                    conferred upon the Trustee herein shall not be in limitation
                    of any authority  conferred by law, but shall be in addition
                    thereto;

          (viii)    To borrow  money  from any  source  and  execute  promissory
                    notes, mortgages or other obligations and pledge or mortgage
                    any Trust assets as security; and


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<PAGE>


          (ix) To maintain accounts at, execute  transactions  through, and lend
               on an adequately secured basis stocks,  bonds or other securities
               to, any brokerage or other firm,  including  any, firm that is an
               affiliate of the Trustee.

Section 6. Additional Powers of the Trustee. To the extent necessary or which it
deems  appropriate  to  implement  its powers  under  Section 5 or  otherwise to
fulfill  any of its duties  and  responsibilities  as Trustee of the Trust,  the
Trustee shall have the following additional powers and authority:

     (a)  To register securities,  or any other property,  in its name or in the
          name  of any  nominee,  including  the  name of any  affiliate  or the
          nominee name designated by any affiliate,  with or without  indication
          of the capacity in which property shall be held, or to hold securities
          in bearer form and to deposit any  securities  or other  property in a
          depository or clearing corporation;

     (b)  To designate  and engage the  services of, and to delegate  powers and
          responsibilities to, such agents,  representatives,  advisers, counsel
          and accountants as the Trustee considers necessary or appropriate, any
          of whom may be an  affiliate  of the  Trustee or a person who  renders
          services to such an  affiliate,  and, as a part of its expenses  under
          the  Trust   Agreement,   to  pay  their   reasonable   expenses   and
          compensation;

     (c)  To make, execute and deliver, as Trustee,  any and all deeds,  leases,
          mortgages,  conveyances,  waivers,  releases or other  instruments  in
          writing necessary or appropriate for the  accomplishment of any of the
          powers listed in this Trust Agreement; and

     (d)  Generally  to do all other acts that the Trustee  deems  necessary  or
          appropriate for the protection of the Trust.

Section 7.  Disposition  of Income.  During the term of this  Trust,  all income
received,  by the Trust,  net of expenses and taxes,  shall be  accumulated  and
reinvested.

Section 8.  Accounting by Trustee.  The Trustee shall keep accurate and detailed
records of all investments,  receipts, disbursements, and all other transactions
required to be made


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<PAGE>


     including such specific  records as shall be agreed upon in writing between
     the Company and the Trustee. Within ninety (90) days following the close of
     each  calendar  year and  within  ninety  (90) days  after the  removal  or
     resignation  of the  Trustee,  the Trustee  shall  deliver to the Company a
     written  account of its  administration  of the Trust  during  such year or
     during the period from the close of the last  preceding year to the date of
     such  removal or  resignation,  setting  forth all  investments,  receipts,
     disbursements   and  other   transactions   effected  by  it,  including  a
     description of all securities and  investments  purchased and sold with the
     cost or net proceeds of such purchases or sales  (accrued  interest paid or
     receivable being shown  separately),  and showing all cash,  securities and
     other  property held in the Trust at the end of such year or as of the date
     of such removal or  resignation as the case may be. The Trustee may satisfy
     its  obligation  under this Section 8 by  rendering to the Company  monthly
     statements   setting  forth  the  information   required  by  this  Section
     separately for the month covered by the statement.

     Upon a change of control,  all written  accounts or statements  provided to
     the Company shall also be provided to the Benefit  Determiner at an address
     provided to the Trustee by the Benefit Determiner.

Section 9. Responsibility of Trustee.

     (a)  The Trustee  shall act with the care,  skill,  prudence and  diligence
          under the  circumstances  then prevailing that a prudent person acting
          in a like  capacity  and familiar  with such matters  would use in the
          conduct  of an  enterprise  of a like  character  and with like  aims,
          provided,  however,  that the Trustee  shall incur no liability to any
          person  for any  action  taken  pursuant  to a  direction,  request or
          approval  given  by the  Company  which  is  contemplated  by,  and in
          conformity  with,  the terms of the Plan or this Trust and is given in
          writing  by the  Company  or in such other  manner  prescribed  by the
          Trustee.  The Trustee  shall also incur no liability to any person for
          any  failure to act in the absence of  direction,  request or approval
          from the Company which is contemplated by, and in conformity with, the
          terms of this Trust. In the event of a dispute between the Company and
          a party, the Trustee may apply to a court of competent jurisdiction to
          resolve the dispute.

     (b)  The Company hereby  indemnifies the Trustee and each of its affiliates
          (collectively, the "Indemnified Parties") against, and shall hold them
          harmless


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<PAGE>


          from,  any and all loss,  claims,  liability,  and expense,  including
          reasonable   attorneys'   fees,   imposed  upon  or  incurred  by  any
          Indemnified Party as a result of any acts taken, or any failure to act
          in accordance  with the directions from the Company or any designee of
          the  Company  or by  reason  of the  Indemnified  Party's  good  faith
          execution of its duties with respect to the Trust, including,  but not
          limited  to,  its  holding  of  assets  of the  Trust,  the  Company's
          obligations  in the foregoing  regard to be satisfied  promptly by the
          Company,  provided  that in the event the loss,  claim,  liability  or
          expense  involved  is  determined  by a  no  longer  appealable  final
          judgment  entered in a lawsuit or proceeding to have resulted from the
          gross  negligence or willful  misconduct  of the Trustee,  the Trustee
          shall promptly on request  thereafter return to the Company any amount
          previously  received by the Trustee under this Section with respect to
          such loss,  claim,  liability or expense.  If the Company does not pay
          such costs,  expenses and  liabilities in a reasonably  timely manner,
          the Trustee may obtain  payment from the Trust without  direction from
          the Company.

     (c)  The Trustee may consult  with legal  counsel  (who may also be counsel
          for the  Company  generally)  with  respect  to any of its  duties  or
          obligations hereunder.

     (d)  The  Trustee  may  hire  agents,  accountants,  actuaries,  investment
          advisers, financial consultants or other professionals to assist it in
          performing any of its duties or obligations hereunder.

     (e)  The Trustee shall have, without exclusion, all powers conferred on the
          Trustee by applicable law, unless expressly provided otherwise herein,
          provided,  however, that if an insurance policy is held as an asset of
          the Trust,  the Trustee shall have no power to name a  beneficiary  of
          the policy  other than the  Trust,  to assign the policy (as  distinct
          from  conversion  of the policy to a  different  form) other than to a
          successor  Trustee,  or to  loan to any  person  the  proceeds  of any
          borrowing against such policy.

     (f)  However,  notwithstanding  the  provisions of Section 9(e) above,  the
          Trustee may loan to the Company the proceeds of any borrowing  against
          an insurance policy held as an asset of the Trust.


                                       13
<PAGE>


     (g)  Notwithstanding  any powers  granted to the  Trustee  pursuant to this
          Trust  Agreement or to applicable  law, the Trustee shall not have any
          power  that  could  give this Trust the  objective  of  carrying  on a
          business  and  dividing  the gains  therefrom,  within the  meaning of
          Section  301.7701-2 of the Procedure  and  Administrative  Regulations
          promulgated pursuant to the Internal Revenue Code.

     (h)  The Trustee hereby  indemnifies the Company and shall hold the Company
          harmless  from,  any and  all  loss,  claims  liability  and  expense,
          including reasonable  attorney's fees, asserted against the Company by
          a non-party to this  Agreement,  to the extent that such claim,  loss,
          liability or expense  directly  results from the negligence or willful
          misconduct  of  the  Indemnified  Parties  in the  performance  of its
          services under this Agreement.

Section 10. Compensation and Expenses of the Trustee. The Trustee is authorized,
unless  otherwise  agreed by the  Trustee,  to withdraw  from the Trust  without
direction  from  Company,  the  amount  of its fees in  accordance  with the fee
schedule  agreed to by the Company and the  Trustee.  The Company  shall pay all
administrative expenses, but if not so paid, the expenses shall be paid from the
Trust.

Section 11. Resignation and Removal of Trustee.

     (a)  The Trustee may resign at any time by written  notice to the  Company,
          which shall be effective thirty (30) days after receipt of such notice
          unless the Company and the Trustee agree otherwise.

     (b)  The Trustee may be removed by the Company upon thirty (30) days notice
          or upon shorter  notice  accepted by the Trustee;  provided,  however,
          that the Company  may not remove the  Trustee at any time  following a
          Change in Control (as defined in the Plan) without the written consent
          of a majority of Plan participants.

     (c)  Upon  resignation  or  removal of the  Trustee  and  appointment  of a
          successor Trustee, all assets shall subsequently be transferred to the
          successor  Trustee.  The transfer shall be completed within sixty (60)
          days after  receipt  of notice of  resignation,  removal or  transfer,
          unless the Company extends the time limit,


                                       14
<PAGE>


          provided  that  the  Trustee  is  provided  assurance  by the  Company
          satisfactory  to the  Trustee  that all fees and  expenses  reasonably
          anticipated will be paid.

     (d)  If the Trustee  resigns or is removed, a successor shall be appointed,
          in accordance  with Section 12 hereof,  by the  effective  date of the
          resignation or removal under paragraph (a) or (b) of this section.  If
          no such appointment has been made, the Trustee may apply to a court of
          competent   jurisdiction   for  appointment  of  a  successor  or  for
          instructions.  All   expenses  of the Trustee in  connection  with the
          proceeding shall be allowed as administrative expenses of the Trust.

     (e)  Upon settlement of the account and transfer of the Trust assets to the
          successor Trustee, all rights and privileges under the Trust Agreement
          shall  vest  in the  successor  Trustee  and  all  responsibility  and
          liability of the Trustee with respect to the Trust and assets  thereof
          shall  terminate  subject  only to the  requirement  that the  Trustee
          execute all  necessary  documents  to transfer the Trust assets to the
          successor Trustee.

Section 12. Appointment of Successor.

     (a)  If the Trustee  resigns (or is removed)  in  accordance  with  Section
          11(a) or (b) hereof,  the Company may appoint any third party, such as
          a bank trust  department or other party that may be granted  corporate
          trustee  powers under state law, as a successor to replace the Trustee
          upon  resignation  or removal;  provided,  however,  that  following a
          Change in  Control  (as  defined  in the Plan),  the  Company  may not
          appoint a  successor  trustee  without  the  consent of a majority  of
          participants  of the Plan.  The  appointment  shall be effective  when
          accepted  in  writing  by the new  Trustee,  who shall have all of the
          rights and powers of the former Trustee, including ownership rights in
          the Trust assets.  The former  Trustee  shall  execute any  instrument
          necessary   or   reasonably   requested   by   the   Company   or  the
          successor Trustee to evidence the transfer.


     (b)  The  successor  Trustee  need not  examine the records and acts of any
          prior  Trustee  and may retain or dispose of  existing  Trust  assets,
          subject to Sections 7 and 8 hereof. The successor Trustee shall not be
          responsib1e  for  and the  Company  shall  indemnify  and  defend  the
          successor Trustee from any claim or liability resulting


                                       15


<PAGE>


          from any  action or  inaction  of any prior  Trustee or from any other
          past event, or any condition existing at the time it becomes successor
          Trustee.

Section 13. Amendment or Termination.

     (a)  This  Trust may be  amended by a written  instrument  executed  by the
          Trustee  and  the  Company.  Notwithstanding  the  foregoing,  no such
          amendment  shall  conflict with the terms of the Plan,  make the Trust
          revocable,  since the Trust is irrevocable in accordance  with Section
          1(b) hereof, or otherwise impair any of the rights of participants and
          beneficiaries   under  the  Plan  or  this  Agreement.   In  addition,
          notwithstanding anything herein to the contrary, the Agreement may not
          be  amended  following  a Change in Control  (as  defined in the Plan)
          unless a majority of Plan  participants  consent to such  amendment or
          termination.

     (b)  This  Trust  shall  not  terminate   until  the  date  on  which  Plan
          participants  and  their  beneficiaries  are  no  longer  entitled  to
          benefits  pursuant to the terms of the Plan. Upon  termination of this
          Trust any assets  remaining  in this Trust  shall be  returned  to the
          Company.

     (c)  This  Agreement may be terminated by the Company if a majority of Plan
          participants consent to such termination.

     (d)  Upon written  approval of  participants or  beneficiaries  entitled to
          payment of benefits pursuant to the terms of the Plan, the Company may
          terminate this Trust prior to the time all benefit  payments under the
          Plan have been made. All assets in the Trust at  termination  shall be
          returned to the Company.

Section 14. Miscellaneous.

     (a)  Any provision of this Trust  prohibited by law shall be ineffective to
          the extent of any such prohibition, without invalidating the remaining
          provisions hereof.

     (b)  Benefits payable to Plan  participants and their  beneficiaries  under
          this  Trust  may not be  anticipated,  assigned  (either  at law or in
          equity),  alienated,  pledged,  encumbered or subjected to attachment,
          garnishment, levy, execution or other legal or equitable process.


                                       16


<PAGE>


     (c)  This Trust shall be governed by and construed in accordance  with  the
          laws of the State of New Jersey.

     (d)  The  provisions  of  Sections  2(d),  3(b)(3),  9(b)  and  15 of  this
          Agreement shall survive termination of this Agreement.

     (e)  The rights, duties,  responsibilities,  obligations and liabilities of
          the Trustee are as set forth in this Trust Agreement, and no provision
          of  the  Plan  or  any  other  documents  shall  affect  such  rights,
          responsibi1ities,  obligations and liabilities. If there is a conflict
          between  provisions of the Plan and this Trust  Agreement with respect
          to any subject involving the Trustee, including but not limited to the
          responsibility,  authority or powers of the Trustee, the provisions of
          this Trust Agreement shall be controlling.

Section 15. Arbitration.

     (a)  Arbitration is final and binding on the parties.

     (b)  The parties waive their right to seek remedies in court, including the
          right to jury trial.

     (c)  Pre-arbitration discovery is generally more limited than and different
          from court proceedings.

     (d)  The arbitrator's  award is not required to include factual findings or
          legal  reasoning and any party's right to appeal or seek  modification
          of rulings by the arbitrators is strictly limited.

     (e)  The  panel  of  arbitrators  will  typically  include  a  minority  of
          arbitrators who were or are affiliated with the securities industry.

          Company agrees that all controversies  which may arise between Company
          and  either  or both the  Trustee  and its  affiliate  Merrill  Lynch,
          Pierce, Fenner & Smith Incorporated  ("MLPF&S") in connection with the
          Trust,   including,   but  not  limited  to,   those   involving   any
          transactions, or the construction, performance, or


                                       17


<PAGE>


          breach of this or any other  agreement  between  Company and either or
          both the Trustee  and  MLPF&S,  whether  entered  into  prior,  on, or
          subsequent to the date hereof, shall be determined by arbitration. Any
          arbitration  under this  Agreement  shall be conducted only before the
          New York Stock Exchange,  Inc., the American Stock Exchange,  Inc., or
          arbitration facility provided by any other exchange of which MLPF&S is
          a member, the National Association of Securities Dealers, Inc., or the
          Municipal  Securities  Rulemaking  Board,  and in accordance  with its
          arbitration  rules  then in  force.  Company  may  elect in the  first
          instance  whether  arbitration  shall be conducted before the New York
          Stock  Exchange,  Inc.,  the  American  Stock  Exchange,  Inc.,  other
          exchange of which  MLPF&S is a member,  the  National  Association  of
          Securities  Dealers,  Inc.,  or the  Municipal  Securities  Rulemaking
          Board,  but if the Company fails to make such election,  by registered
          letter or telegram addressed to Merrill Lynch Trust Company,  Employee
          Benefit Trust  Operations,  P.O. Box 30532, New Brunswick,  New Jersey
          08989-0532,  before the  expiration  of five days  after  receipt of a
          written  request from MLPF&S  and/or the Trustee to make such election
          then MLPF&S and/or the Trustee may make such  election.  Judgment upon
          the  award  of  arbitrators  may be  entered  in any  court,  state or
          federal,  having  jurisdiction.  No person  shall  bring a putative or
          certified  class  action  to  arbitration,  nor  seek to  enforce  any
          pre-dispute arbitration agreement against any person who has initiated
          in court a putative  class action;  who is a member of putative  class
          who  has  not  opted  out of the  class  with  respect  to any  claims
          encompassed by the putative class action until:

          (i)   the class certification is denied;

          (ii)  the class is decertified; or

          (iii) the  customer  is  excluded from the  class by the  court.  Such
                forbearance  to  enforce an  agreement  to  arbitrate  shall not
                constitute a waiver of any rights under this agreement except to
                the extent stated herein.

Section 16.  Effective  Date. The effective date of this Trust shall be as first
above written.

                                       18
<PAGE>


     IN WITNESS  WHEREOF,  the Company and the Trustee have  executed this Trust
Agreement each by action of a duly authorized person.

     By signing this Agreement,  the undersigned Company  acknowledges (1) that,
in  accordance  with  Section 15 of this  Agreement,  the Company is agreeing in
advance to arbitrate any  controversies  which may arise with either or both the
Trustee or MLPF&S and (2) receipt of a copy of this Agreement.


BARRINGER TECHNOLOGIES INC.


By: /s/ Richard S Rosenfeld
   ----------------------------
(Signature)


Name/Title: Richard S Rosenfeld
           --------------------
            Vice Pres - Finance
            Chief Financial Officer


MERRILL LYNCH TRUST COMPANY, FSB


By: Melanie Madeira
   ----------------------------
(Signature)


Name/Title:   Melanie Maderia
           New Account Trust Officer
           --------------------









                                 "Company Copy"


                                       19