EXHIBIT 10.12

                                                               September 5, 1997




                           Security Control Agreement




<PAGE>


                           SECURITY CONTROL AGREEMENT

     This Agreement ("this Agreement") is made this 5th day of September,  1997,
by  and  between  MPD   Technologies,   Inc.,  a  New  York   corporation   (the
"Corporation") and the United States Department of Defense ("DoD"),  both of the
above collectively, the "Parties".

                                    RECITALS:

     WHEREAS,  the  Corporation is duly organized and existing under the laws of
the State of New York, and is wholly-owned  by Microwave Power Devices,  Inc., a
Delaware corporation ("MPD"); and

     WHEREAS,   Charterhouse   Group   International,    Inc.   (the   ("Foreign
Corporation"), is the beneficial owner of 49.54% of the common stock of MPD;

     WHEREAS,  the Corporation's  Board of Directors  currently  consists of six
directors, two of whom were also officers of the Corporation,  three of whom are
independent third parties,  and none of whom the Foreign Corporation is entitled
to nominate;

     WHEREAS,  the Corporation's  business  consists,  in part, of the research,
design,  development  and manufacture of defense and  defense-related  items for
various  User  Agencies1 of the United  States  Government,  including,  without
limitation, the DoD; and

--------
1    The Office of the  Secretary of Defense  (including  all boards,  councils,
     staffs, and commands), DoD agencies, and the Departments of Army, Navy, and
     Air Force  (including all of their  activities);  the Departments of State,
     Commerce,  Treasury,  Transportation,  Interior,  Agriculture,  Labor,  and
     Justice;  National Aeronautics and Space  Administration;  General Services
     Administration; Small Business Administration; National Science Foundation;
     Environmental Protection Agency; United States Arms Control and Disarmament
     Agency; Federal Emergency Management Agency; Federal Reserve System; United
     States Information Agency;  International  Trade Commission;  United States
     Trade Representative; and General Accounting Office (the "User Agencies").

                                     Page 1

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     WHEREAS,  the  offices  and  plants  of the  Corporation  require  facility
security clearances issued under the DoD Industrial Security Program ("DISP") to
conduct the  Corporation's  business,  and the DISP  requires that a corporation
maintaining a facility security clearance be effectively  insulated from foreign
ownership, control or influence ("FOCI");

     WHEREAS,  the purpose of this  Agreement is to reasonably  and  effectively
insulate the Foreign  Corporation  (and all  entities  that  control,  are under
common control with or are controlled by the Foreign Corporation,  collectively,
the  "Affiliates")  from  unauthorized  access  to  classified2  and  controlled
unclassified  information3 and from influence over the Corporation's business or
management  in a manner  that  could  result  in the  compromise  of  classified
information or could adversely  affect the performance of classified  contracts;
and

     WHEREAS,  to  comply  fully  with  the  policies  of  DoD  that  require  a
corporation   maintaining  a  facility   security   clearance  to  be  insulated
effectively  from undue  FOCI,  all parties  hereto have agreed that  management
control of the defense and technology security affairs and classified  contracts
of the  Corporation  should be vested in resident  citizens of the United States
who have DoD personnel security clearances;(4) and

----------
2    For the purposes of this Agreement, the term "classified information" shall
     mean any information  that has been determined  pursuant to Executive Order
     12356 or any predecessor or successor order to require  protection  against
     classifications TOP SECRET,  SECRET, and CONFIDENTIAL are used to designate
     such information.

3    For  purposes  of  this  Agreement,   the  term  "controlled   unclassified
     information"  shall mean information,  the export of which is controlled by
     the  International  Traffic in Arms Regulations  ("ITAR") and/or the Export
     Administration Regulations ("EAR").

4    For purposes of this Agreement, the term "security clearance" shall mean an
     administrative  determination  that an individual is eligible for access to
     classified information of a certain category.

                                     Page 2

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     WHEREAS,  in order to meet DoD's national security objectives in the matter
of  the   Corporation's   facility   security   clearance  and  to  further  the
Corporation's  business  objectives,  the  Parties  intent  to be  bound  by the
provisions of this Agreement;

     NOW THEREFORE, it is hereby agreed as follows:

                            ARTICLE I - ORGANIZATION

     1.1 Composition of the Corporation's Board.

     The Board of Directors of the Corporation (the  "Corporation  Board") shall
include at least one  individual  who is not and has never been  employed by the
Corporation,  or the Affiliates,  and approved by DoD (the "Outside  Director").
Except as specifically  provided herein,  each member of the Corporation  Board,
however characterized by this Section 1.1, shall have all of the rights, powers,
and  responsibilities  conferred or imposed upon directors of the Corporation by
applicable  statutes and regulations,  and by the  Corporation's  Certificate of
Incorporation  and  by-laws.  The Chairman of the  Corporation  Board shall be a
resident  citizen of the United  States and shall have had no prior  involvement
through either contract or employment with the Affiliates.

     1.2 Qualifications, Appointment, and Removal of Directors

          1.2.1  During  the  period  that  this  Agreement  is  in  force,  the
     Corporation Board shall be composed as provided in Section 1.1 hereof,  and
     its members shall meet the following additional requirements:

               a. The Outside Director shall be a resident citizen of the United
          States, shall have a DoD personnel security clearance for at least the
          level of the Corporation's 

                                     Page 3

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          facility  security  clearance,  and shall  have been  approved  by the
          Defense  Investigative  Service  ("DIS") as satisfying the appropriate
          DoD personnel security  requirements and the applicable  provisions of
          this Agreement.

               b. In the event that the Foreign  Corporation becomes entitled to
          nominate  a  Director  pursuant  to the  applicable  provisions  of an
          agreement  between the  Corporation and the Foreign  Corporation  (the
          "Foreign  Director"),  the  Foreign  Director  shall  not  have  a DoD
          personnel  security  clearance  for  the  Corporation,  regardless  of
          citizenship,  and shall be formally excluded from access to classified
          information by resolution of the Corporation Board.

          1.2.2 The Shareholders may remove any member of the Corporation  Board
     for any reason  permitted by the provisions of applicable  state law or the
     Corporation's Certificate of Incorporation or by-laws, provided that to the
     extent feasible, the Corporation shall notify DIS in advance of the removal
     of the Outside Director,  and provided further that any replacement for the
     Outside Director shall meet the qualifications set forth in the Agreement.

          1.2.3 Except as provided by this section, the obligation of a director
     to abide by and enforce this  Agreement  shall  terminate when the director
     leaves office,  but nothing herein shall relieve the departing  director of
     any  responsibility  that the director  may have,  pursuant to the laws and
     regulations of the United States, not to disclose classified information or
     controlled  unclassified  information  obtained  during  the  course of the
     director's service on the Corporation Board, and such responsibility  shall
     not terminate by virtue of the director  leaving  office.  The  Corporation
     shall  advise  the  departing  director  of such  responsibility  when  the
     director leaves 

                                     Page 4

<PAGE>


     office,  but the failure of the Corporation to so advise the director shall
     not relieve the director of any such responsibility.

     1.3 Indemnification of Outside Director

          1.3.1 The Outside  Director in his or her  capacity as director of the
     Corporation  shall fulfill his or her duties in accordance  with applicable
     law including the New York Business Corporation Law.

          1.3.2 The  Corporation  shall  indemnify and hold harmless the Outside
     Director  in  accordance  with the terms and  conditions  specified  in its
     Certificate of  Incorporation,  By-laws and any  indemnification  agreement
     that may be executed between the Corporation and the Outside Director.

                             ARTICLE II - OPERATION

         2.1      Operation of this Agreement

     The  Corporation  shall at all times  maintain  policies  and  practices to
ensure the  safeguarding of classified  information and controlled  unclassified
information  entrusted to it and the  performance  of  classified  contracts and
participation  in classified  programs for the User Agencies in accordance  with
the  DoD  Agreement  (DoD  Form  441),  this  Agreement,   appropriate  contract
provisions regarding security,  United States export control laws, and the DISP.
Such policies and practices shall provide that the Corporation shall exclude the
Affiliates  and all  members  of their  Boards of  Directors  and all  officers,
employees,  agents and other representatives of each of the Affiliates, as such,
from access to classified  information and controlled  unclassified  information
entrusted to the  Corporation.  Such policies and practices 

                                     Page 5

<PAGE>


with  respect  to  the  Affiliate  shall  be  established  and  approved  by the
Corporation  Board,  and shall not be repealed or amended  without prior written
notice to DIS.

     2.2 Defense Security Committee Compliance Programs

          2.2.1  There  shall  be  established  a  permanent  committee  of  the
     Corporation Board, the Defense Security  Committee  ("DSC"),  consisting of
     the Outside  Director and no less than two other directors who are officers
     of the Corporation and have personal security clearances. The member of the
     DSC shall endeavor to ensure that the  Corporation  complies with the terms
     and conditions of the policies and practices with respect to the Affiliates
     established  pursuant to Section 2.1 and shall  establish such policies and
     procedures,   including   appropriate   oversight  and  monitoring  of  the
     Corporation's operations, towards such end.

          2.2.2 The Chairman of the DSC who shall be the Outside  Director shall
     designate  a director to serve as  Secretary  of the DSC.  The  Secretary's
     responsibility  shall  include  ensuring  that all  records,  journals  and
     minutes of DSC meetings and other  documents sent to or received by the DSC
     are prepared and retained for inspection by DIS.

          2.2.3 A Facility  Security  Officer  ("FSO") shall be appointed by the
     Corporation  and shall be the principal  advisor to the DSC  concerning the
     safeguarding  of classified  information.  The FSO's  responsibility  shall
     include the operational oversight of the Corporation's  compliance with the
     requirements of the DISP.

          2.2.4 The Corporation shall develop and implement a Technology Control
     Plan ("TCP"),  which shall be subject to review by DIS, and shall prescribe
     measures  to  prevent  unauthorized  disclosure  or  export  of  controlled
     unclassified information consistent with applicable United States laws.

                                     Page 6

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          2.2.5 Upon taking office, the DSC members and the FSO shall be briefed
     by a DIS  representative on their  responsibilities  under the DISP, United
     States Government export control laws, and the Agreement.

          2.2.6 Each member of the DSC shall exercise all reasonable  efforts to
     advise as soon as  possible  if a member of the DSC  reasonably  believes a
     violation of, or an attempt to violate,  any  provision of this  Agreement,
     appropriate   contract  provisions   regarding   security,   United  States
     Government export control laws, or the DISP has occurred.

          2.2.7 Each member of the DSC shall execute,  for delivery to DIS, upon
     accepting his or her  appointment  and thereafter at each annual meeting of
     the Corporation with DIS as established by Section 2.4.1 of this Agreement,
     a certificate acknowledging the protective measures and obligations imposed
     on the  Corporation by this Agreement and his or her  obligations set forth
     herein to enforce such measures and obligations.

     2.3 Obligations and Certifications of Foreign Officers and Directors

          2.3.1 The Foreign Director shall:

               (a) not have  access  to  classified  information  or  controlled
          unclassified  information  entrusted  to  the  Corporation  except  as
          permissible  under the DISP and  applicable  United States  Government
          laws and regulations;

               (b) neither seek nor accept classified  information or controlled
          unclassified  information  entrusted  to the  Corporation,  except  as
          permissible  under the DISP and  applicable  United States  Government
          laws and regulations; and

                                     Page 7

<PAGE>


               (c) advise the DSC promptly if he or she reasonably  believes (i)
          any violations or attempted violations of this Agreement,  appropriate
          contract  provisions  regarding  security,  or  United  States  export
          control laws, or (ii) actions inconsistent with the DISP or applicable
          United States Government laws or regulations, have occurred.

          2.3.2 Upon accepting appointment and annually thereafter,  the Foreign
     Director shall execute, for delivery to DIS, a certificate affirming his or
     her  agreement  to be bound  by,  and  acceptance  of the  responsibilities
     imposed by, this  Agreement,  and further  acknowledging  and affirming the
     obligations set forth in 2.3.1.

     2.4 Annual Review and Certification

          2.4.1 Representatives of DIS, the DSC, and the FSO shall meet annually
     to review the  effectiveness  of this  Agreement  and to establish a common
     understanding   of  the  operating   requirements  and  how  they  will  be
     implemented. These meetings shall include a discussion of the following:

               a. whether the Agreement is working in a manner  satisfactory  to
          the Parties;

               b. compliance or acts of noncompliance  with the Agreement,  DISP
          rules, or other applicable laws and regulations;

               c.  necessary  guidance  or  assistance   regarding  problems  or
          impediments  associated  with the practical  application or utility of
          this Agreement.

                                     Page 8

<PAGE>


          2.4.2 The  Chairman  of the DSC shall  submit to DIS one year from the
     effective date of this Agreement and annually  thereafter an implementation
     and   compliance   report.   Such  reports   shall  include  the  following
     information:

               a. a detailed  description of the manner in which the Corporation
          is carrying out its obligation under the Agreement;

               b. a detailed  description  of changes  to  security  procedures,
          implemented  or proposed,  relating to the  Affiliates and the reasons
          for those changes;

               c. a detailed  description of any acts of noncompliance  with the
          terms of this Agreement,  whether  inadvertent or intentional,  with a
          discussion of steps taken by the Corporation to prevent such acts from
          occurring in the future;

               d.  a  detailed   chronological   summary  of  all  transfers  of
          classified or controlled  unclassified  information,  if any, from the
          Corporation  to the  Affiliates,  complete with an  explanation of the
          United States  Governmental  authorization  relied upon to effect such
          transfers.  Copies of approved export licenses  covering the reporting
          period shall be appended to the report; and

               e. a discussion  of any other issues that could have a bearing on
          the effectiveness or implementation of this Agreement.

     2.5 Visitation Policy

          2.5.1 All visits to the  Corporation or its U.S.  subsidiaries  by any
     director  or  executive  officer  of the  Affiliates,  except  the  Foreign
     Director, shall be reported to the FSO.

                                     Page 9

<PAGE>


          2.5.2 A chronological  record of all visit notifications made pursuant
     to Section 2.5.1,  including information  concerning completed visits, such
     as the date, place, and personnel involved,  shall be maintained by the FSO
     for inspection by DIS and periodically reviewed by the DSC.

                           ARTICLE III - DoD Remedies

     3.1 DoD Rights

     Nothing  contained in the Agreement  shall limit or affect the authority of
the head of a United  States  Government  agency5  to deny,  limit or  revoke in
accordance  with  agency  procedures  and  laws  the  Corporation's   access  to
classified and controlled unclassified information under its jurisdiction.

     3.2 Criminal Sanctions

     Nothing in this Agreement limits the right of the United States  Government
to pursue criminal  sanctions against the Corporation or any Affiliates,  or any
director, officer, employee, representative, or agent of any of these companies,
for  violations of the criminal  laws of the United  States in  connection  with
their performance of any of the obligations imposed by this Agreement, including
but not limited to any violations of the False Statements Act 18 U.S.C. 1001, or
the False Claims Act 18 U.S.C. 287.

----------
5    For purposes of this  Agreement the term "agency" has the meaning  provided
     at 5 United States Code 552(f).

                                    Page 10

<PAGE>


                            ARTICLE IV - TERMINATION

     4.1 Automatic  Termination.  This Agreement shall  automatically  terminate
when  the  Affiliates  in the  aggregate  own  less  than 5% of all  issued  and
outstanding  voting  securities,  determined  on an  aggregate  basis and not as
separate classes, of the Corporation.

     4.2  Other  Terminations.  Except  as  specified  in  Section  13.01,  this
Agreement may only be terminated by DIS as follows:

          a. in the event of a sale of the  business  or all of the  Shares or a
     substantially similar transaction to a company or person not under FOCI;

          b. when DIS  determines  that existence of this Agreement is no longer
     necessary to maintain a facility security clearance for the Corporation;

          c.  when DIS  determines  that  continuation  of a  facility  security
     clearance for the Corporation is no longer necessary;

          d. when DIS determines  that there has been a material  breach of this
     Agreement that requires it to be terminated;

          e. when DIS otherwise  determines that  termination is in the national
     interest;

          f.  five (5) days from the  effective  date of this  Agreement  if, at
     least ninety (90) days before that date, the  Corporation  petitions DIS to
     terminate this Agreement; and

          g. when the Corporation for any reason and at any time,  petitions DIS
     to  terminate  this  Agreement.  However,  DIS has  the  right  to  receive
     disclosure  of the  reason  or  reasons  therefor,  and  has the  right  to
     determine,  in its sole discretion based on a determination of the national
     security  interests of the United States,  whether such petition  should be
     granted.

                                    Page 11

<PAGE>


         4.3 Notice of Other Terminations. If DIS determines that this Agreement
should be  terminated  for any reason,  DIS shall provide the  Corporation  with
thirty (30) days written advance notice of its intent and reasons therefor.

         4.4 Standard for Other Terminations.  DIS is expressly  prohibited from
causing a continuation  of this Agreement for any reason other than the national
security of the United States.

                            ARTICLE V- MISCELLANEOUS

     5.1 All notices  required or  permitted  to be given to the Parties to this
Agreement  shall be in writing  and shall be deemed  given three  business  days
after being mailed in a postpaid  envelope,  via  registered or certified  mail,
upon receipt if given by hand  delivery or facsimile,  (answerback  received) or
one  business  day after being given a reputable  overnight  courier,  addresses
shown below,  or to such other  addresses as the Parties may designate from time
to time pursuant to this Section:

For the Corporation:           MPD Technologies, Inc.
                               49 Wireless Blvd.
                               Hauppauge, NY  11788



For Dis:                       Defense Investigative Service
                               1340 Braddock Place
                               Alexandria, Virginia 22314-1651


     5.2 Order of Precedence.  In the event that any resolution or by-law of any
of the Parties is found to be inconsistent with any provision hereof,  the terms
of this Agreement  shall control,  to the extent the applicable law permits such
substitution by contract.

                                    Page 12

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     5.3  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  United  States  laws,  and to the  extent  not
inconsistent with the laws of the State of New York.

     5.4 Location of Agreement.  Until the  termination of this  Agreement,  one
original counterpart shall be kept at the principal office of the Corporation.

     5.5  Execution in  Counterpart.  This  Agreement may be executed in several
counterparts,  each of which shall be deemed to be an original,  and all of such
counterparts shall together constitute but one and the same instrument.

     5.6 Amendment of Agreement.  This  Agreement may be amended by an agreement
in writing executed by all Parties.

     IN WITNESS  WHEREOF,  the Parties hereto have fully executed this Agreement
as of the date and year first above written.

/s/ Margaret A. Lisowy                By /s/ Paul E. Donofrio
----------------------------             ----------------------------------
Signature of Witness                     Name: Paul E. Donofrio
                                         Title: V.P. Finance/CFO


                                     FOR THE CORPORATION



/s/ Arthur M. James                  By /s/ Donald E. Dwyer
----------------------------            ----------------------------------
Signature of Witness                    Name: Donald E. Dwyer
                                        Title: Field Office Chief, DSS, S11LI
                                        Mid-Atlantic Operating Location


                                     FOR THE DEPARTMENT OF DEFENSE

                                    Page 13

<PAGE>


                     SECURITY CONTROL AGREEMENT CERTIFICATE

     I acknowledge that in my capacity as a representative of Charterhouse Group
International,  Inc.,  I, Merril M.  Halpern,  have been excluded from access to
classified information and export-controlled technical data in the possession of
MPD Technologies, Inc. in accordance with the terms of a resolution by the Board
of Directors of Microwave Power Devices,  Inc. & Subsidiary  (MPD  Technologies,
Inc.) dated 9/5/97 and the Security Control  Agreement  entered into between MPD
Technologies, Inc. and the United States Department of Defense, dated 9/5/97 .

     I certify that:

1. I have  waived  any  right  to have  access  to  classified  information  and
export-controlled  technical  data  held by MPD  Technologies,  Inc.  except  as
permissible under the DoD Industrial Security Manual, DoD 5220.22M, the National
Industrial  Security  Program  Operating  Manual  ("NISPOM")  and any  successor
regulation and applicable United States laws and regulations;

2. I will not adversely influence MPD Technologies, Inc. classified contracts or
programs or corporate policies regarding the security of classified  information
and export-controlled technical data;

3.  I  will  not  seek  and  have  not  obtained   classified   information   or
export-controlled  technical  data in the possession of MPD  Technologies,  Inc.
except as permissible  under the DoD Industrial  Security Manual,  DoD 5220.22M,
NISPOM and any  successor  regulation  and  applicable  United  States  laws and
regulations;

4. If I become  aware of any  violations  of the Security  Control  Agreement or
contract provisions  regarding  industrial security or actions inconsistent with
the DoD Industrial  Security Manual,  NISPOM or applicable United States laws or
regulations, I will promptly notify the MPD Technologies,  Inc. Defense Security
Committee established by subsection 2.2 of the Security Control Agreement.

Dated:    9/5/97


                                   /s/ Merril M. Halpern
                                   ------------------------------------------
                                       Merril M. Halpern, Chairman
Witness:                               Charterhouse Group International, Inc.

/s/ Charlotte M. Culver
------------------------------

Charlotte M. Culver
(Named Typed or Printed)

                                    Page 14

<PAGE>


                     SECURITY CONTROL AGREEMENT CERTIFICATE

     I acknowledge that in my capacity as a representative of Charterhouse Group
International,  Inc.,  I, A. Lawrence  Fagan,  have been excluded from access to
classified information and export-controlled technical data in the possession of
MPD Technologies, Inc. in accordance with the terms of a resolution by the Board
of Directors of Microwave Power Devices,  Inc. & Subsidiary  (MPD  Technologies,
Inc.) dated 9/5/97 and the Security Control  Agreement  entered into between MPD
Technologies, Inc. and the United States Department of Defense, dated 9/5/97 .

     I certify that:

1. I have  waived  any  right  to have  access  to  classified  information  and
export-controlled  technical  data  held by MPD  Technologies,  Inc.  except  as
permissible under the DoD Industrial Security Manual, DoD 5220.22M, the National
Industrial  Security  Program  Operating  Manual  ("NISPOM")  and any  successor
regulation and applicable United States laws and regulations;

2. I will not adversely influence MPD Technologies, Inc. classified contracts or
programs or corporate policies regarding the security of classified  information
and export-controlled technical data;

3.  I  will  not  seek  and  have  not  obtained   classified   information   or
export-controlled  technical  data in the possession of MPD  Technologies,  Inc.
except as permissible  under the DoD Industrial  Security Manual,  DoD 5220.22M,
NISPOM and any  successor  regulation  and  applicable  United  States  laws and
regulations;

4. If I become  aware of any  violations  of the Security  Control  Agreement or
contract provisions  regarding  industrial security or actions inconsistent with
the DoD Industrial  Security Manual,  NISPOM or applicable United States laws or
regulations, I will promptly notify the MPD Technologies,  Inc. Defense Security
Committee established by subsection 2.2 of the Security Control Agreement.

Dated:    9/5/97


                                          /s/ A. Lawrence Fagan
                                          --------------------------------------
                                          A. Lawrence Fagan, President
Witness:                                  Charterhouse Group International, Inc.

/s/ Linda A. Tammaro
------------------------------

Linda A. Tammaro
(Named Typed or Printed)

                                    Page 15

<PAGE>


                  DEFENSE SECURITY COMMITTEE MEMBER CERTIFICATE

     By execution of this  Certificate,  I acknowledge  the protective  security
measures  that have been taken by MPD  Technologies,  Inc.  through  resolutions
dated 9/5/97 to implement  the Security  Control  Agreement  (the  "Agreement"),
copies of which are attached.

     I further  acknowledge  that the United  States  Government  has placed its
reliance  on me as a  United  States  citizen  and as a  holder  of a  personnel
security  clearance to exercise all  appropriate  aspects of the  Agreement;  to
assure  that  members of the MPD  Technologies,  Inc.  Board of  Directors,  MPD
Technologies,  Inc. officers,  and MPD Technologies,  Inc. employees comply with
the  provisions of the Agreement;  and to assure that the Defense  Investigative
Service is advised of any violation of, or attempt to violate,  any  undertaking
in the Agreement,  appropriate contract provisions  regarding security,  the DoD
Industrial  Security Manual, DoD 5220.22-M,  or the National Industrial Security
Program or any successor regulation, of which I am aware.



Dated:  9/5/97


                                              /s/ George J. Sbordone
                                              ----------------------------
                                              Signature


                                              George J. Sbordone, Chairman
                                              Name Printed or Typed
                                              MPD Technologies, Inc.

                                    Page 16

<PAGE>


                  DEFENSE SECURITY COMMITTEE MEMBER CERTIFICATE


     By execution of this  Certificate,  I acknowledge  the protective  security
measures  that have been taken by MPD  Technologies,  Inc.  through  resolutions
dated 9/5/97 to implement  the Security  Control  Agreement  (the  "Agreement"),
copies of which are attached.

     I further  acknowledge  that the United  States  Government  has placed its
reliance  on me as a  United  States  citizen  and as a  holder  of a  personnel
security  clearance to exercise all  appropriate  aspects of the  Agreement;  to
assure  that  members of the MPD  Technologies,  Inc.  Board of  Directors,  MPD
Technologies,  Inc. officers,  and MPD Technologies,  Inc. employees comply with
the  provisions of the Agreement;  and to assure that the Defense  Investigative
Service is advised of any violation of, or attempt to violate,  any  undertaking
in the Agreement,  appropriate contract provisions  regarding security,  the DoD
Industrial  Security Manual, DoD 5220.22-M,  or the National Industrial Security
Program or any successor regulation, of which I am aware.


Dated:  9/5/97


                                          /s/ Edward J. Shubel
                                          -------------------------------
                                          Signature


                                          Edward J. Shubel, President/CEO
                                          Name Printed or Typed
                                          MPD Technologies, Inc.


                                    Page 17

<PAGE>


                  DEFENSE SECURITY COMMITTEE MEMBER CERTIFICATE

     By execution of this  Certificate,  I acknowledge  the protective  security
measures  that have been taken by MPD  Technologies,  Inc.  through  resolutions
dated 9/5/97 to implement  the Security  Control  Agreement  (the  "Agreement"),
copies of which are attached.

     I further  acknowledge  that the United  States  Government  has placed its
reliance  on me as a  United  States  citizen  and as a  holder  of a  personnel
security  clearance to exercise all  appropriate  aspects of the  Agreement;  to
assure  that  members of the MPD  Technologies,  Inc.  Board of  Directors,  MPD
Technologies,  Inc. officers,  and MPD Technologies,  Inc. employees comply with
the  provisions of the Agreement;  and to assure that the Defense  Investigative
Service is advised of any violation of, or attempt to violate,  any  undertaking
in the Agreement,  appropriate contract provisions  regarding security,  the DoD
Industrial  Security Manual, DoD 5220.22-M,  or the National Industrial Security
Program or any successor regulation, of which I am aware.


Dated:  9/5/97


                                               /s/ Alfred Weber
                                               ----------------------------
                                               Signature


                                               Alfred Weber, Director
                                               Name Printed or Typed
                                               MPD Technologies, Inc.


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