MANUFACTURING AGREEMENT

                  This Manufacturing  Agreement  made  this 1st day of  October,
2000 by and  between  Signore,  Inc.,  a  Delaware  corporation  ("Seller")  and
American Locker Security Systems, Inc., a Delaware corporation ("Buyer").

                  WHEREAS,  Buyer and  Seller  are  parties  to a  Manufacturing
Agreement  dated as of December  29, 1989,  as amended  (the "Old  Manufacturing
Agreement");

                  WHEREAS, Buyer   and   Seller   wish to enter  into  this  new
Manufacturing Agreement;

                  WHEREAS,  Seller has the production equipment and expertise to
fabricate, assemble, paint, and ship metal lockers and other metal products of a
type sold by Buyer; and

                  WHEREAS,  Buyer wishes to contract with Seller to provide such
fabrication, assembly, painting, and shipping services.

                  NOW THEREFORE,  in consideration of the mutual promises herein
contained and intending to be legally bound hereby,  the parties hereto agree as
follows:

                  1.       DESCRIPTION OF SERVICES.
                           -----------------------

                           (a) GENERAL. During the term of this Agreement Seller
         shall fabricate,  assemble, paint, and ship all of Buyer's requirements
         of metal  lockers  and other  metal  products  in  accordance  with the
         Description and Specifications set forth in Exhibit A ("Goods").


<PAGE>



                           (b) DELIVERY. Delivery of the Goods to Buyer shall be
         made:  (a) within 30 working days after Seller  receives  from Buyer an
         order for  standard  lockers,  (b) within 60 working  days after Seller
         receives from Buyer an order for non-standard  lockers and (c) within a
         mutually  agreed upon period after Seller  receives from Buyer an order
         for any other Goods. For purposes of the foregoing,  working days shall
         include  Monday-Friday  except  holidays  and  normal  summer  vacation
         periods when production is suspended by Seller. In no event will Seller
         be  required to deliver any Goods to Buyer with a sales value in excess
         of $435,000 in any calendar  month except when Buyer provides to Seller
         a ninety (90) day production  planning  notice.  Time is of the essence
         with  respect to the  delivery  schedules  set forth  herein and Seller
         acknowledges   that   Buyer  may  incur   significant   incidental   or
         consequential  damages in the event that Buyer is unable to fulfill its
         obligations  to  customers  on a timely basis as the result of Seller's
         failure to meet the  delivery  schedule.  However,  Seller  will not be
         responsible  for the failure to perform its  obligations for deliveries
         if such failure  arises out of causes beyond its control and is not the
         result of its fault or negligence.  Such causes may include but are not
         limited to acts of God, fire, strikes and unusually severe weather.

                           Seller shall not ship, transport or otherwise attempt
         to  deliver  any Goods to Buyer  unless  and until  Seller  shall  have
         received a written  notice from Buyer  specifying the type and quantity
         of Goods  required  and the  location  to which  such  Goods  are to be
         delivered.  Seller shall deliver such Goods in accordance  with Buyer's
         instructions,  the cost of such delivery to be borne by Buyer. The risk
         of loss for the Goods shall not pass to Buyer until such time as Seller
         has  delivered  the Goods to the





                                     - 2 -
<PAGE>

         carrier in the manner  set forth above.  Buyer shall be responsible for
         obtaining such insurance, if  any, as it deems appropriate to cover the
         risk of damage or loss in transit.



                  2.       TERM.
                           ----

                           The term of this  Agreement (the "Term") shall be for
         three years,  provided that, subject to termination as provided herein,
         this the Term shall automatically renew for a three year period on each
         September 1 from  September 1, 2001 through and including  September 1,
         2004 such that the final  renewal  term will expire on August 31, 2007.
         For greater  clarity,  on September 1, 2001, the Term of this Agreement
         shall  automatically  renew for a three year period and shall expire on
         August 31, 2004. At the time of each renewal,  Buyer and Seller will in
         good  faith  discuss  any  necessary  or  desired   revisions  to  this
         Agreement,   including  cost  revisions,   tooling  list  and  physical
         inventory adjustment. Notwithstanding the foregoing, this Agreement may
         be terminated by Buyer or Seller on three hundred sixty-five (365) days
         prior written notice to the other party.

                  3.       CONSIGNMENT OF INVENTORY.
                           ------------------------

                           (a)  CONSIGNMENT.  Buyer hereby consigns and delivers
         to Seller and Seller hereby accepts,  acquires and holds on consignment
         the  raw  materials,  parts,  supplies,  work-in-process  and  finished
         products enumerated on Exhibit B, attached hereto,  which relate to the
         manufacture  of products  for Buyer and which (i) were,  as of December
         31,  1999,  on the  premises of Seller in  Ellicottville,  New York and
         which had an agreed value at that date of $1,234,745  ("Initial  Locker
         Inventory"),  and (ii) are  hereafter  acquired  by  Seller,  either by
         purchase  or  otherwise,  in  satisfaction  of Seller's  obligation  to
         maintain inventory value set forth in Section 3(f) hereof ("Replacement



                                     - 3 -
<PAGE>



         Locker  Inventory").  The Initial Locker  Inventory and the Replacement
         Locker Inventory are together herein called "Locker Inventory".

                           (b)  TITLE.  Title to the  Initial  Locker  Inventory
         shall  be  retained  by  Buyer  and  title  to all  Replacement  Locker
         Inventory,  upon receipt thereof by Seller,  shall  immediately vest in
         Buyer.

                           (c)  USE  AND  SALE.  Seller  shall  use  the  Locker
         Inventory  solely in the production of Goods for sale to Buyer pursuant
         to the terms hereof. Buyer will purchase products set forth on Schedule
         A  exclusively  from  Seller  except in cases  where  Buyer and  Seller
         consent  as a result of  capacity  or  scheduling  limitation  or other
         reasons, which consent shall not be unreasonably withheld,  conditioned
         or delayed by either party.  Seller agrees that during the term hereof,
         it will  not  produce  products  similar  to or  competitive  with  the
         products listed on Exhibit A for persons or entities other than Buyer.

                           (d) FINANCING STATEMENT.  Seller will, at the request
         of Buyer,  execute one or more financing  statements under the New York
         Uniform Commercial Code in form satisfactory to the Buyer, will pay the
         costs  and all  related  taxes  of  filing  the  financing  statements,
         amendments and  continuation  statements in all public offices in which
         filing  is  deemed  by Buyer to be  necessary  or  desirable,  and will
         execute all other documents and take all other actions deemed advisable
         by Buyer to evidence Buyer's ownership of the Locker Inventory.

                           (e)   SEGREGATION    AND   MARKING.    Seller   shall
         conspicuously  mark its inventory records to indicate that each item of
         Locker Inventory is the property of Buyer and is held by the Seller for
         Buyer's  benefit   pursuant  to  this  Agreement.   Seller  shall  also




                                     - 4 -
<PAGE>


         conspicuously  mark  each of  Seller's  purchase  orders  for  items of
         Replacement  Locker Inventory to indicate that such items are purchased
         for the  account of Buyer,  will,  when  received,  be the  property of
         Buyer,  and will be held by the Seller for Buyer's benefit  pursuant to
         this Agreement.  Seller shall  segregate all items of Locker  Inventory
         which may be  conveniently  segregated  from other inventory of Seller,
         and shall mark each item of Locker Inventory not so segregated by a red
         painted "X" in a manner  adequate to permit any person,  including  one
         not  familiar  with the  business  of Seller or the  process  of locker
         manufacture,  to  identify  it as an item of Locker  Inventory.  Seller
         shall clearly and visibly  delineate the area covered by the segregated
         Locker Inventory and shall designate such area with a clear and visible
         sign  stating  that the area  contains  Locker  Inventory  which is the
         property of Buyer.

                           (f)  INVENTORY  REPLENISHMENT.  Seller  shall  at all
         times during the term hereof maintain Locker  Inventory  having a value
         equal to or greater than the Initial  Locker  Inventory  value less any
         cash  payments  made  under  this  paragraph  3(f).   (Such  amount  is
         hereinafter  sometimes called the "Remaining  Inventory Value.") If, at
         any time during the term of this Agreement,  the Locker Inventory value
         falls below the Remaining  Inventory  Value,  the amount of the deficit
         shall  become  due and  payable  in cash by Seller to the Buyer 30 days
         after  demand for payment is given by Buyer to Seller.  If, at any time
         during the term of this Agreement,  the Locker  Inventory value exceeds
         the Remaining  Inventory  Value, the amount of such excess shall become
         due and payable in cash by Buyer to the Seller 30 days after demand for
         payment is given by Seller to the Buyer. Determination of the existence
         of such deficit shall be determined in accordance with the procedure of
         paragraph 3(g) hereof.



                                     - 5 -
<PAGE>

                           (g) PHYSICAL INVENTORY. To assure Seller's compliance
         with paragraph 3(f) and the other provisions  hereof,  and to determine
         the  amounts,  if any,  due and payable to Buyer under  paragraph  3(f)
         hereof,  Seller  shall  furnish  Buyer with  monthly  reports of Locker
         Inventory  purchases  and  Buyer  shall  have the  right  to enter  the
         Premises (as hereinafter  defined) at reasonable business hours to make
         an inspection,  a count, and a valuation of the Locker Inventory at the
         following times and in the following manner:

                           (1)  At any  time  during  the  term  hereof,  at the
                  discretion of Buyer a physical  inventory and valuation of the
                  Locker   Inventory  shall  be  made  in  accordance  with  the
                  following method:

                                    (a)     Items of the Initial Inventory shall
                           be valued in the manner  set  forth  on the  attached
                           Exhibit C; and

                                    (b)     All items  of  Replacement Inventory
                           shall be valued at Seller's standard cost.

                           (2)   Whether  or  not  any  action  is  taken  under
                  subparagraph  (1) of this  paragraph  3(g), not later than the
                  end of the Term of this  Agreement,  a physical  inventory and
                  valuation of the Locker  Inventory  shall be made by Seller in
                  accordance  with the method set forth in  subparagraph  (1) of
                  this paragraph 3(g).

                           The Seller shall  cooperate with Buyer in valuing the
         inventory.   After  the  inspection  and  inventory  taken  under  this
         paragraph  3(g),  any  amount  found  due and




                                     - 6 -
<PAGE>


         payable  to Buyer  under paragraph 3(f) hereof shall be  paid  in  cash
         within 30 days after demand for payment thereof is made.

                  4.       EQUIPMENT.
                           ---------

                  Buyer hereby grants Seller a  non-transferable  license to use
the equipment, tools, dies and jigs identified on Exhibit D attached hereto (the
"Equipment")  solely for the purpose of  manufacturing  Goods and  selling  such
Goods to Buyer.  Seller shall  maintain the Equipment in its present  condition,
reasonable  wear  and  tear  excepted.  Seller  shall  conspicuously  label  the
Equipment  as  belonging  to Buyer and,  upon  request of Buyer,  shall  execute
financing  statements to evidence  ownership of the Equipment by the Buyer. This
license shall terminate at the conclusion of the Term.

                  5.       PRICE OF GOODS.
                           --------------

                  The prices charged for Goods  delivered to Buyer hereunder are
to be in accordance with Exhibit E attached hereto. Buyer shall pay all invoices
received  from  Seller  on a net basis  within  30 days of the date of  invoice.
Seller  will apply such  pricing  formula  on a  consistent  basis to all items,
giving consideration to volume and any unique or special situation.

                  6.       WARRANTIES.
                           ----------

                           (a)      Seller  warrants   that   the   Goods  to be
manufactured and delivered  hereunder shall comply with the  specifications  set
forth in  Exhibit A attached  hereto.  Any  subsequent  design  changes  must be
approved by Buyer before they may be incorporated into the Goods.



                                     - 7 -
<PAGE>



                           (b)      Seller warrants  that  the Goods shall be of
standard  workmanship  and  free of  defects  in  material  for one  year  after
installation  of the  Goods,  but not more than 15 months  after  shipment  from
Seller to Buyer in accordance with Section 1(b) hereof.

                  7.       BREACH; DAMAGES.
                           ---------------

                  In the event of breach of this Agreement, the defaulting party
shall be liable for damages as provided by law.

                  8.       ARBITRATION.
                           -----------

                           (a)      Any controversy,  claim  or  dispute between
the parties to this  Agreement  directly or  indirectly  concerning  the subject
matter,  interpretation,  breach of  enforcement  of this  Agreement,  including
questions  concerning the scope and  applicability  of this paragraph,  shall be
finally settled by arbitration  held in Jamestown,  New York, in accordance with
the procedural rules then followed by the American Arbitration Association. Each
party shall appoint one person as its Arbitrator, who may be an employee of such
party, and two Arbitrators  thereby chosen shall choose a third Arbitrator.  The
Arbitrators  shall have the right and authority to determine how their  decision
or  determination  as to each issue or matter in dispute may be  implemented  or
enforced. Any decision or award of the Arbitrators shall be final and conclusive
on the parties to this  Agreement and there shall be no appeal from the decision
or award except as provided by law.

                           (b)      The parties agree that an action to   compel
arbitration  pursuant to this  Agreement  may be brought in the Supreme Court of
Chautauqua  County,  New York.  Application  may also be made to such  Court for
confirmation  of any  decision  or  award  of the  Arbitrators,  for an order of
enforcement  and for any other remedy which may be necessary to



                                     - 8 -
<PAGE>


effectuate such decision or award. The parties consent to waive any objection to
the jurisdiction of the Arbitrators and of such Court.

                  9.       TERMINATION.
                           -----------

                  Immediately  upon the expiration of the Term, the Seller shall
make available to Buyer all Locker  Inventory then held by the Seller,  together
with the Equipment, all packed for shipment and available for pickup by Buyer on
Seller's  loading dock in  Ellicottville,  New York.  If the value of the Locker
Inventory  (determined  in accordance  with paragraph 3(f) hereof at the date of
termination is less than the Remaining Inventory Value on such date, then Seller
shall, within 60 days after the date of such termination,  pay the amount of the
deficit  to  Buyer in  cash.  If the  value as  determined  in  accordance  with
paragraph  3(f) hereof of the Locker  Inventory  at the date of  termination  is
greater than the Remaining  Inventory Value, the excess shall be paid in cash by
Buyer to Seller upon  receipt of the Locker  Inventory,  provided  that the cash
payment,  if any,  shall not exceed 10% of the Initial Locker  Inventory  value,
unless Buyer shall have previously agreed in writing to a greater percentage.

                  10.      EVENTS OF DEFAULT.
                           -----------------

                  Seller  shall be in  default  under  this  Agreement  upon the
happening of any of the following events or conditions:

                           (a)      default by Seller in the performance of  any
obligation, covenant or liability contained in this Manufacturing Agreement;

                           (b)      any warranty,  representation or   statement
made or furnished  herein or otherwise to Buyer by or on behalf of Seller proves
to have been false in any material respect when made or furnished;




                                     - 9 -
<PAGE>



                           (c)      loss, theft, damage,  destruction,  sale  or
encumbrance to or of any of the Locker Inventory or the Equipment, or the making
of any levy, seizure or attachment thereof or thereon; or

                           (d)      the commencement by or against the Seller of
any proceeding,  for reorganization,  dissolution or liquidation;  suspension or
liquidation  by Seller of its usual  business;  filing by or against Seller of a
petition under any of the provisions of the Bankruptcy Act;  application for, or
appointment  of, a receiver  of the  Seller;  calling  of a meeting of  Seller's
creditors;  appointment  of a committee of Seller's  creditors or a  liquidating
agent; or Seller's making an assignment for benefit of creditors.

                  11.      REMEDIES.
                           --------

                  Upon  default  and at any time  thereafter  Buyer may  declare
Seller's  obligations  secured hereby  immediately due and payable.  Immediately
thereafter,  Seller shall,  upon demand by Buyer,  assemble the Locker Inventory
and  Equipment  and  deliver  it at  Seller's  expense to Buyer at a place to be
designated  by  Signore.  If Seller  fails to  assemble  and  deliver the Locker
Inventory and Equipment upon such demand, Buyer shall have the right immediately
and  unconditionally  to take possession of and remove the Locker  Inventory and
Equipment from Seller's premises.

                  12.      COVENANTS OF SELLER.
                           -------------------

                           The Seller warrants and covenants:

                           (a)    LOCATION OF INVENTORY AND EQUIPMENT.  That the
Locker  Inventory and Equipment and all records relating to same will be kept at
the Seller's business in Ellicottville,  New York (the "Premises");  that Seller
will  promptly  notify Buyer of any change in



                                     - 10 -
<PAGE>



the location of the Inventory  and  Equipment and such records  within New York,
and that Seller will not remove the Inventory and Equipment or such records from
New York without the prior written consent of the Buyer.

                           (b)      SELLER'S PLACE OF BUSINESS.    That Seller's
place of business is at the Premises,  and that Seller will  immediately  notify
Signore  and the  Buyer  in  writing  of any  change  in,  discontinuance  of or
additions to Seller's place of business.

                           (c)      TITLE.   Seller   will  take   all    action
necessary  to ensure that the Locker  Inventory  and  Equipment  remain free and
clear of any encumbrances, liens or charges.

                           (d)      SALE OF LOCKER INVENTORY AND EQUIPMENT. That
Seller will not sell or offer to sell or otherwise transfer the Locker Inventory
and Equipment or any interest  therein  except in the course of selling Goods to
Buyer.

                           (e)      INSURANCE AND RISK OF LOSS.  That  all  risk
of loss of,  damage to, or  destruction  of the Locker  Inventory  and Equipment
shall at all  times be upon  Seller,  and that  Seller  will  have and  maintain
insurance  at all times  with  respect  to the Locker  Inventory  and  Equipment
against risks of fire (including so-called extended coverage),  theft, and other
risks as Buyer may  require,  containing  such  terms,  in such  form,  for such
periods and written by such companies as are satisfactory to Buyer, the proceeds
of such insurance to be payable to Buyer;  that all policies of insurance  shall
provide  for ten  days'  minimum  written  cancellation  notice  to Buyer and at
request of Buyer shall be delivered to and held by it; and that Buyer may act as
attorney  for Seller in  obtaining,  adjusting,  settling  and  cancelling  such
insurance and endorsing any drafts.



                                     - 11 -
<PAGE>



                           (f)     PROTECTION OF LOCKER INVENTORY AND EQUIPMENT.
That  Seller  will keep the Locker  Inventory  and  Equipment  in good order and
repair and will not waste or destroy the Locker  Inventory  and Equipment or any
part  thereof;  that Seller will not use the Locker  Inventory  and Equipment in
violation of any statute or ordinance; that Seller will not borrow or attempt to
borrow  money or in any other way  finance  any  items of  Locker  Inventory  or
Equipment in any manner which would adversely affect Buyer's title to the Locker
Inventory or the Equipment.

                           (g)      TAXES.  That  Seller  will pay promptly when
due all taxes and assessments upon the Locker Inventory and Equipment or for its
use or operation or upon this Consignment Agreement.

                  13.      EXPENSES.
                           --------

                  At its option,  Buyer may pay taxes levied upon, insurance for
and expenses for the  maintenance and  preservation of the Locker  Inventory and
Equipment.  Seller agrees to reimburse  Buyer on demand for any payment made, or
any expense incurred by Buyer pursuant to the previous sentence.

                  14.      ASSIGNABILITY.
                           -------------

                  This Agreement  shall be binding upon and inure to the benefit
of the Buyer and Seller and their respective successors and assigns, except that
Seller may not assign or  transfer  Seller's  obligations  under this  Agreement
without the express written consent of Buyer.

                  15.      APPLICABLE LAW.
                           --------------

                  This Agreement  shall be construed,  interpreted  and enforced
under the laws of the Commonwealth of Pennsylvania, excepting its rules relating
to conflicts of laws.




                                     - 12 -
<PAGE>


                  16.      MISCELLANEOUS.
                           -------------

                  (a)  NOTICES.  All notices,  requests and demands  given to or
made upon the parties hereto shall,  except as otherwise specified herein, be in
writing and be  delivered or mailed or sent by telecopy to any such party at its
address which:

                                    (i)   In the case of Seller shall be:

                                          Signore, Inc.
                                          P.O. Box 1448
                                          55-57 Jefferson Street
                                          Ellicottville, NY 14731
                                          Attention: Michael A. Ditonto

                                    (ii)  In the case of Buyer shall be:

                                          American Locker Security Systems, Inc.
                                          608 Allen Street
                                          Jamestown, NY 14702

                             Attention: Roy Glosser

                           Any party may, by notice hereunder  to  all  parties,
designate  a changed  address to such  party.  Any  notice,  if mailed  properly
addressed,  postage  prepaid,  registered or certified air mail, shall be deemed
dispatched on the registered date or that stamped on the certified mail receipt,
and shall be deemed  received the fifth  business day  thereafter  or when it is
actually  received,  whichever  is sooner.  Any notice  sent by  telecopy,  with
written confirmation copy sent by overnight courier, shall be deemed received on
the first business day after dispatch by telecopier.

                           (b)     COUNTERPARTS.  This Agreement may be executed
in any number of  counterparts,  each of which shall be deemed to be an original
and all of which shall constitute together one and the same Agreement.



                                     - 13 -
<PAGE>



                           (c)     INTERPRETATION.   Wherever   possible,   each
provision of this  Agreement and each related  document  shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Agreement or any related  document  shall be prohibited by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity  without  invalidating the remainder of
such  provision or the remaining  provisions  of this  Agreement or such related
document.

                           (d)     WAIVER.  This Agreement may not be and  shall
not be deemed or construed to have been modified, amended, rescinded, cancelled,
or  waived  in whole or in part,  except by  written  instruments  signed by the
parties hereto.

                           (e)     ENTIRE AGREEMENT.  This Agreement constitutes
and expresses the entire agreement and understanding  between the parties hereto
in reference to all the matters  herein  referred to, all previous  discussions,
promises,  representations  and  understandings  relative  thereto,  if any, had
between the parties hereto, being herein merged.

                           (f)     All financial transactions called for by this
Agreement shall be in U.S. dollars.




                                     - 14 -
<PAGE>






                  WITNESS the due execution hereof.

                                                     SIGNORE, INC.


                                   By:  /s/ MICHAEL DITONTO
                                        ----------------------------------------
                                   Title:  President and Chief Operating Officer
                                           -------------------------------------



                                      AMERICAN LOCKER SECURITY SYSTEMS, INC.

                                   By:  /s/ ROY J. GLOSSER
                                        ----------------------------------------
                                   Title:  President and Chief Operating Officer
                                           -------------------------------------



<PAGE>



                              SCHEDULE OF EXHIBITS

Exhibit A             Description and Specification of Goods

Exhibit B             Initial Locker Inventory

Exhibit C             Valuation of Initial Inventory

Exhibit D             Equipment

Exhibit E             Price List and Price List Formula


<PAGE>


                                    EXHIBIT A

                     DESCRIPTION AND SPECIFICATION OF GOODS

         Locker  parts,   cabinetry,   lock  parts,   all  in  accordance   with
specifications  previously  delivered  by Buyer to Seller  in the  course of the
business  relationship  existing  between  Buyer  and  Seller  prior to the date
hereof.


<PAGE>


                                 EXHIBIT B AND C

                          INITIAL LOCKER INVENTORY AND

                      VALUATION OF INITIAL LOCKER INVENTORY

         Attached hereto is a schedule  listing the results of a physical locker
inventory  taken on December  31, 2000,  which  indicates a valuation of Initial
Locker Inventory of $1,547,362.35.


<PAGE>



                                    EXHIBIT D

                                    EQUIPMENT

Attached hereto is a list of the Equipment.


<PAGE>



                                    EXHIBIT E

                        PRICE LIST AND PRICE LIST FORMULA

         Effective  September 1, 2000 and each  succeeding  January 1 during the
term hereof,  Seller shall determine its standard cost for the upcoming calendar
year for all Goods, such  determination to be made in good faith consistent with
Seller's cost  accounting  system as used in 2000 and prior years.  Seller shall
advise Buyer of such standard  costs no later than January 1 of each year during
the term hereof. For purposes of the foregoing, Locker Inventory shall be valued
at cost. The purchase price of Goods Sold by Buyer to Seller  hereunder shall be
the applicable standard cost divided by .80.

         In the event that actual costs exceed applicable standard costs by more
than 2%, Buyer and Seller, upon written notice by Seller, shall meet and in good
faith discuss  proposed  amendments to the pricing  structure.  In any case such
amendments shall insure that Buyer obtains sufficient quantities of goods at the
price  in  effect  prior  to such  discussion  to allow  Buyer  to  satisfy  all
outstanding orders and quotations.