EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement"),  dated November ___, 1998, by
and between Barringer Technologies Inc. (the "Company") and Kenneth S. Wood (the
"Executive"), residing at 18 Brookside Drive, Warren, New Jersey 07060.

                              W I T N E S S E T H:

          WHEREAS, the Executive is currently serving as the President and Chief
Operating Officer of the Company; and

          WHEREAS, the Company wishes to assure that the Executive will continue
to serve in that capacity during the term of this  Agreement,  and the Executive
is willing to  continue to serve in that  capacity  on the terms and  conditions
herein set forth;

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein, the parties hereto agree as follows:

          Section 1. Term of Employment.  The Executive's  employment under this
Agreement  shall  commence on September 1, 1998 (the  "Commencement  Date") and,
subject to earlier  termination  pursuant  to Section 5 hereof,  shall  continue
until August 31, 2001 (the "Term"). The Executive hereby represents and warrants
that (i) he has the legal capacity to execute and perform this  Agreement,  (ii)
this  Agreement is a valid and binding  obligation of the Executive  enforceable
against  him in  accordance  with  its  terms,  (iii)  the  Executive's  service
hereunder  will not  conflict  with,  or result in a breach of,  any  agreement,
understanding,  order,  judgment or other  obligation  to which the Executive is
presently  a party or by which he may be bound,  and (iv) the  Executive  is not
subject  to, or bound by,  any  covenant  against  competition,  confidentiality
obligation or any other  agreement,  order,  judgment or other  obligation which
would  conflict  with,  restrict or limit the  performance of the services to be
provided by him hereunder.

          Section 2. Position and Duties.  During the Term, the Executive  shall
serve as the President and Chief Operating Officer of the Company and shall have
such  powers and duties as are  commensurate  with such  position  and as may be
conferred  upon him from  time to time by the  Chief  Executive  Officer  of the
Company or the Board of Directors of the Company (the "Board"). During the Term,
and except for illness or incapacity and reasonable  vacation periods consistent
with Section 3 below, the Executive shall reasonably  devote all of his business
time,  attention,  skill and efforts  exclusively to the business and affairs of
the Company and its subsidiaries  and affiliates;  provided,  however,  that the
Executive may engage in charitable,  educational,  religious,  civic and similar
types of  activities  (all of which  shall be deemed to  benefit  the  Company),
speaking   engagements,   membership   on  the  board  of   directors  of  other
organizations  (to the extent  approved  in advance by the  Board),  and similar
activities  to the extent that such  activities  do not inhibit or prohibit  the
performance of his duties  hereunder or inhibit or conflict with the business of
the Company, its subsidiaries and affiliates.

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          Section 3. Compensation. For all services rendered by the Executive in
any capacity required hereunder during the Term, including,  without limitation,
services as an executive  officer,  director,  or member of any committee of the
Company or of any subsidiary, affiliate or division thereof, the Executive shall
be compensated as follows:

          (a) The Company  shall pay the Executive a fixed salary at the rate of
$172,500  per annum or such higher (but never lower)  annual  amount as is being
paid from time to time  pursuant to the terms hereof ("Base  Salary").  The Base
Salary shall be subject to such periodic  review and such periodic  increases as
the Board shall deem  appropriate  in accordance  with the  Company's  customary
procedures and practices regarding the salaries of senior officers.  Base Salary
shall be payable in  accordance  with the  customary  payroll  practices  of the
Company, but in no event less frequently than semi-monthly.

          (b) The Executive  shall be entitled to  participate  in the Company's
Annual Incentive Plan or any successor plan (the "Annual Incentive Plan"), which
plan  provides for the payment of incentive  cash  compensation  to key officers
based  upon  the  performance  of  the  Company  and  the  officer's  individual
performance.  The Company shall pay the Executive such amounts, if any, as shall
become due to the Executive from time to time under the Annual Incentive Plan. A
summary description of the terms of the Annual Incentive Plan is attached hereto
as Exhibit A.

          (c) The  Executive  also  shall  be  entitled  to  participate  in the
Company's  Supplemental  Executive  Retirement  Plan or any successor  plan (the
"SERP Plan"),  which plan provides for  contributions by the Company to accounts
maintained for the benefit of certain senior  executive  officers of the Company
based  upon  the  performance  of the  Company.  The  Company  shall  pay to the
Executive's  account such amounts, if any, as shall become due from time to time
under  the SERP  Plan.  A summary  description  of the terms of the SERP Plan is
attached hereto as Exhibit B.

          (d)  Subject to  compliance  with the terms of  Section 4 hereof,  the
Company shall reimburse the Executive for the Executive's  actual  out-of-pocket
expenses of leasing a car of the Executive's choice and all related maintenance,
repairs, insurance and other expenses, subject to a monthly cap of $600.

          (e) The Company  shall provide the  Executive  with coverage  under an
individual or group  disability  insurance policy (together with any replacement
disability  insurance policy,  the "Disability  Policy") providing the Executive
with payments  equal to 60% of his Base Salary as in effect from time to time in
the event that the Executive becomes permanently disabled,  subject to a monthly
cap of $10,000  and  containing  such terms and  conditions  as the Board or the
Executive Compensation Committee of the Board may approve.

          (f) The  Company  shall  maintain a term  insurance  policy (the "Term
Policy") insuring the life of the Executive with a mutually acceptable insurance
company in an amount not less than four times the Executive's  Base Salary at no
cost to the Executive (except any associated tax liability) with the beneficiary
to be designated by the Executive.  In the event that the Executive's employment
is terminated pursuant to the terms hereof, the Company shall assign its rights

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under the Term Policy to the  Executive  for no  additional  consideration  and,
subject to the terms of the Term Policy,  the Executive  shall have the right to
assume the Company's obligations thereunder.  Upon such assignment,  the Company
shall have no further obligation with respect to the Term Policy.

          (g) The  Executive  shall be entitled  to four weeks of  vacation  and
carry-over rights all in accordance with the then-current policy of the Company.

          (h) The Company also will furnish the  Executive,  without cost to him
except any associated  tax liability,  with  perquisites  consistent  with those
afforded other senior executives  holding positions with the Company  comparable
to the position held by the Executive.

          (i) Except as expressly  modified by the terms  hereof,  the Executive
shall be entitled to participate in all  compensation and employee benefit plans
or programs, and to receive all benefits,  perquisites and emoluments, for which
any salaried employees of the Company are eligible under any plan or program now
or hereafter  established  and maintained by the Company,  to the fullest extent
permissible under the general terms and provisions of such plans or programs and
in  accordance  with the  provisions  thereof.  Notwithstanding  the  foregoing,
nothing in this  Agreement  shall  preclude the amendment or  termination of any
such plan or program,  including,  without limitation, the Annual Incentive Plan
and the SERP Plan;  provided,  that, such amendment or termination is applicable
generally to the senior officers of the Company or any subsidiary or affiliate.

          Section 4. Business  Expenses.  Subject to any applicable  limitations
set forth in Section 3, the Company shall pay or reimburse the Executive for all
reasonable travel or other expenses incurred by the Executive in connection with
the performance of his duties and obligations  under this Agreement,  subject to
the  Executive's  presentation  of appropriate  vouchers in accordance with such
procedures as the Company may from time to time  establish  for senior  officers
and to preserve any deductions for Federal income taxation purposes to which the
Company may be entitled.

          Section 5. Termination of Employment; Effects Thereof.

          (a) The Company shall have the right,  upon delivery of written notice
to the Executive, to terminate the Executive's employment hereunder prior to the
expiration  of the Term (i) pursuant to a Termination  for Cause,  (ii) upon the
Executive's becoming subject to a Permanent  Disability,  or (iii) pursuant to a
Without Cause  Termination;  provided,  however,  that,  without the Executive's
written consent,  no Without Cause  Termination shall be effective until 30 days
after  receipt  by the  Executive  of  written  notice of  termination  from the
Company.  The Executive's  employment  hereunder  shall terminate  automatically
without action by any party hereto upon the Executive's death.

          (b) Except as provided in paragraph  (c) below,  in the event that the
Company  terminates  the  Executive's  employment  pursuant  to a Without  Cause
Termination, the Company shall pay the Executive any earned but unpaid Base

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Salary as of the effective date of such termination and shall continue,  subject
to the provisions of Section 6 below, to pay the  Executive's  Base Salary as in
effect at the time of such  termination  for a period of twelve  months from the
effective date of such termination.

          (c) At any time after the occurrence of a Change in Control Event, the
Executive shall have the right,  upon delivery of written notice to the Company,
to terminate the Executive's employment hereunder prior to the expiration of the
Term if the  Company (i)  requires  the  Executive  to be based at any office or
location  more than 25 miles from the office at which the  Executive is based on
the Commencement  Date,  other than infrequent  business trips of short duration
reasonably required in the performance of the Executive's responsibilities under
this Agreement;  or (ii) assigns to the Executive duties materially inconsistent
with, or fails to assign to the Executive duties materially consistent with, the
Executive's position, duties, authority and responsibilities.  In the event that
either (x) the Executive resigns in accordance with the preceding  sentence,  or
(y) the Company  terminates  the  Executive's  employment  pursuant to a Without
Cause  Termination on or after the occurrence of a Change in Control Event,  the
Company  shall pay the  Executive  any earned but unpaid  Base  Salary as of the
effective  date of such  termination  and shall pay to the Executive in a single
lump sum within ten (10) business days of the effective date of the  termination
of the  Executive's  employment  an  amount  equal  to the  greater  of (i)  the
Executive's  annual Base Salary or (ii) any Base Salary payable to the Executive
for the remainder of the Term.

          (d) In the  event of any  termination  of the  Executive's  employment
pursuant to paragraph  (b) or (c) above,  subject to the  provisions  of Section
3(i), the Company shall pay the Executive an amount  determined under the Annual
Incentive Plan in respect of the year in which the  termination of employment is
effective assuming (i) the Executive has met all of his personal  objectives pro
rated for such year,  and (ii) the total  bonus pool under the Annual  Incentive
Plan for such year is based upon the level of the Company's  performance through
the  end  of  the  month  immediately  preceding  the  effective  date  of  such
termination  with such  performance  being  annualized for the year in which the
termination  of  employment  is  effective.  The  Company  also shall pay to the
Executive  (or as the  Executive  may  otherwise  direct) all amounts  which the
Executive is entitled to pursuant to the SERP Plan (whether vested or unvested).
Except as provided in  paragraph  (l) below,  all stock  options or other awards
previously  granted  to the  Executive  that have not  vested  on or before  the
effective date of the termination of the Executive's employment will immediately
expire and shall be null and void as of the date of termination  and all options
or awards previously  granted to the Executive that have vested on or before the
effective date of the termination of the Executive's employment shall be payable
or  exercisable,  if at all, as specified in the stock  compensation  program or
other  arrangement  pursuant to which such options or awards were granted to the
Executive.  In  addition,  the  Company  shall  pay to the  Executive  any other
benefits to which the Executive is entitled upon termination of employment under
any  employee  benefit  plan or policy then in effect.  The  Company  also shall
continue to provide the Executive, his spouse and their eligible dependents with
continued  group   hospitalization,   health  and  medical  insurance   coverage
consistent  with and  pursuant to the terms of the medical  plan,  if any,  then
maintained by the Company for its employees for one year following the effective
date of the  termination of the Executive's  employment.  Neither the Executive,
his spouse nor their eligible  dependents shall be required to contribute to the
cost of such coverage  (except for any  deductibles  and  co-payments  generally
applicable to  participants  in such medical plan).  The Executive  acknowledges
that the medical benefits coverage provided hereunder shall run concurrently

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with any period of coverage to which the Executive, his spouse or their eligible
dependents may be entitled under the Consolidated Omnibus Budget  Reconciliation
Act of 1985, as amended  ("COBRA").  Any period of  continuation  coverage under
COBRA  shall be  measured  from the  effective  date of the  termination  of the
Executive's  employment  hereunder.  The  Executive and his spouse will have the
statutory  period after the  termination  of his  employment to elect  continued
COBRA coverage.  No other payments shall be made, or benefits  provided,  by the
Company under this Agreement except as otherwise required by law.

          (e)  In  the  event  that  the  Company   terminates  the  Executive's
employment  pursuant  to a  Permanent  Disability,  the  Company  shall  pay the
Executive  any earned but unpaid  Base Salary as of the  effective  date of such
termination  and,  subject  to the  provisions  of Section  3(i),  shall pay the
Executive an amount determined under the Annual Incentive Plan in respect of the
year in which the  termination  of  employment  is  effective  assuming  (i) the
Executive has met all of his personal  objectives  pro rated for such year,  and
(ii) the total bonus pool under the Annual Incentive Plan for such year is based
upon  the  level  of the  Company's  performance  through  the end of the  month
immediately   preceding  the  effective  date  of  such  termination  with  such
performance being annualized for the year in which the termination of employment
is  effective.  The Company also shall pay to the Executive (or as the Executive
may otherwise direct) all amounts which the Executive is entitled to pursuant to
the SERP Plan (whether  vested or  unvested).  All stock options or other awards
previously  granted  to the  Executive  that have not  vested  on or before  the
effective date of the termination of the Executive's employment will immediately
expire and shall be null and void as of the date of termination  and all options
or awards previously  granted to the Executive that have vested on or before the
effective date of the termination of the Executive's employment shall be payable
or  exercisable,  if at all, as specified in the stock  compensation  program or
other  arrangement  pursuant to which such options or awards were granted to the
Executive.  In  addition,  the  Company  shall  pay to the  Executive  any other
benefits to which the Executive is entitled upon termination of employment under
any employee  benefit plan or policy then in effect.  No other payments shall be
made,  or benefits  provided,  by the  Company  under this  Agreement  except as
otherwise required by law.

          (f)  In  the  event  that  the  Company   terminates  the  Executive's
employment  hereunder due to a Termination for Cause or the Executive terminates
his employment with the Company (including, without limitation,  pursuant to any
retirement plan or policy then maintained by the Company), the Company shall pay
the Executive any earned but unpaid Base Salary as of the date of termination of
employment. The Company also shall pay to the Executive (or as the Executive may
otherwise direct) all amounts then credited to the Executive's  account pursuant
to the SERP Plan  that  have  vested  on or  before  the  effective  date of the
termination of the Executive's  employment and all amounts then so credited that
have not  vested on or  before  the  effective  date of the  termination  of the
Executive's  employment shall be forfeited.  The Executive shall not be entitled
to  participate  in the  Annual  Incentive  Plan in respect of the year in which
termination of his employment occurs or any subsequent year. All stock options

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or other awards  previously  granted to the Executive that have not vested on or
before the effective date of the termination of the Executive's  employment will
immediately  expire and shall be null and void as of the date of termination and
all options or awards previously granted to the Executive that have vested on or
before the effective date of the termination of the Executive's employment shall
be payable or  exercisable,  if at all, as specified  in the stock  compensation
program  or other  arrangement  pursuant  to which such  options or awards  were
granted to the  Executive.  In addition,  the Company shall pay to the Executive
any other  benefits to which the  Executive  is  entitled  upon  termination  of
employment  under any employee  benefit plan or policy then in effect.  No other
payments  shall be  made,  or  benefits  provided,  by the  Company  under  this
Agreement except as otherwise required by law.

          (g)  In  the  event  that  the  Executive's  employment  hereunder  is
terminated due to the Executive's  death,  the Company shall pay the Executive's
executor or other legal  representative  (the  "Representative")  any earned but
unpaid Base Salary as of the date of termination of employment  and,  subject to
the  provisions  of  Section  3(i),  shall  pay  the  Representative  an  amount
determined  under the Annual  Incentive Plan in respect of the year in which the
Executive's  death occurs assuming (i) the Executive has met all of his personal
objectives  pro rated for such  year,  and (ii) the total  bonus  pool under the
Annual  Incentive  Plan for such year is based  upon the level of the  Company's
performance  through the end of the month immediately  preceding the Executive's
death  with  such  performance  being  annualized  for  the  year in  which  the
Executive's death occurs;  provided, that, the amount paid to the Representative
shall be pro rated for the number of complete  months  preceding the Executive's
death.  In  addition,  the Company  shall pay to the  Representative  (or as the
Representative may otherwise direct) all amounts which the Executive is entitled
to pursuant to the SERP Plan (whether vested or unvested).  All stock options or
other  awards  previously  granted to the  Executive  that have not vested on or
before the Executive's death will immediately  expire and shall be null and void
as of the date of death and all  options  or awards  previously  granted  to the
Executive that have vested on or before the  Executive's  death shall be payable
or  exercisable,  if at all, by the  Representative  as  specified  in the stock
compensation  program or other  arrangement  pursuant  to which such  options or
awards were granted to the Executive.  In addition, the Company shall pay to the
Representative  any  other  benefits  to which  the  Executive  would  have been
entitled  upon  termination  of  employment  under any employee  benefit plan or
policy then in effect. No other payments shall be made, or benefits provided, by
the Company under this Agreement except as otherwise required by law.

          (h) In the  event  that  the  Term  expires  and the  Company  and the
Executive have not agreed to extend this Agreement or entered into a replacement
employment agreement,  other than as a result of the Executive's retirement, the
Executive shall have the right to terminate his employment within 30 days of the
end of the Term by providing written notice to that effect to the Company.  Such
termination  shall be  effective  20 days after  receipt  of such  notice by the
Company,  unless the Company and the  Executive  agree  otherwise in writing.  A
termination  of employment by the Executive  pursuant to this Section 5(h) shall
have the same effect as a Without Cause Termination.

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          (i) Any lump-sum severance payments received by the Executive pursuant
to this Section 5 upon  termination of his employment shall be treated as salary
for  purposes  of the  Company's  401(k)  Savings  Plan  to the  maximum  extent
permitted by applicable law.

          (j) For  purposes  of this  Agreement,  the  following  terms have the
following meanings:

               (i) The term "Termination for Cause" means, to the maximum extent
     permitted by applicable law, a termination of the Executive's employment by
     the Company because the Executive has (a) materially breached or materially
     failed to  perform  his  duties  under  applicable  law and such  breach or
     failure to perform  causes  material  damage to the Company or  constitutes
     self-dealing or willful misconduct,  (b) intentionally  committed an act of
     dishonesty  in  the  performance  of  his  duties   hereunder  that  either
     constitutes  self-dealing,  willful  misconduct,  a  breach  of duty to the
     Company  or  a  violation  of  applicable   law,  (c)  engaged  in  conduct
     detrimental to the business of the Company which causes  material damage to
     the  Company,  (d) been  convicted  of a felony,  (e) been  convicted  of a
     misdemeanor   involving  moral  turpitude,   (f)  materially   breached  or
     materially  failed to perform his obligations and duties  hereunder,  which
     breach or failure the  Executive  shall fail to remedy within 30 days after
     written demand from the Company,  (g)  repeatedly  refused to follow lawful
     and reasonable  directions  from the Board or the Chief  Executive  Officer
     commensurate  with the Executive's  office and the terms of this Agreement,
     which refusal is material to the performance of the  Executive's  duties or
     (h) violated in any material respect the representations  made in Section 1
     above or the provisions of Section 6 below.

               (ii) The term "Without Cause  Termination" means a termination of
     the  Executive's  employment  by  the  Company  other  than  due  to  (i) a
     Termination for Cause,  (ii) Permanent  Disability or (iii) the Executive's
     death.

               (iii) The term "Permanent  Disability" means permanently disabled
     so as to qualify for full benefits under the Disability  Policy;  provided,
     however,  that  if no  Disability  Policy  is in  effect  on  the  date  of
     determination,  "Permanent  Disability"  shall  mean the  inability  of the
     Executive to perform his duties hereunder on a full-time basis for a period
     of six full calendar  months during any eight  consecutive  calendar months
     due to illness or injury of a physical or mental  nature,  supported by the
     completion by the Executive's  attending physician (or a physician selected
     by the Company and  reasonably  satisfactory  to the Executive or his legal
     representative  if the  Executive's  physician  is unable or  unwilling  to
     provide  the  necessary  certification)  of a  medical  certification  form
     outlining the disability and treatment.

               (iv)  The  term  "Change  in  Control  Event"  means  any  of the
     following events:

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

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

                    (C) The Company  shall  consummate a merger,  consolidation,
          recapitalization,  or  reorganization  of the Company,  other than any
          such  transaction  which  results  in holders  of  outstanding  voting
          securities of the Company  immediately prior to the transaction having
          beneficial  ownership  of at  least  50% of  the  total  voting  power
          represented  by  the  voting   securities  of  the  surviving   entity
          outstanding immediately after such transaction,  with the voting power
          of each such  continuing  holder  relative  to such  other  continuing
          holders being not altered substantially in the transaction; or

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

          (k) Any  payments to be made or benefits to be provided by the Company
pursuant  to this  Section 5 (other than  pursuant to Sections  5(e) or (g)) are
subject  to the  receipt by the  Company of an  effective  general  release  and
agreement  not to sue in a form  reasonably  satisfactory  to the  Company  (the
"Release")  pursuant  to which the  Executive  agrees (i) to release  all claims
against  the  Company  and certain  related  parties  (excluding  claims for any
severance benefits payable  hereunder),  (ii) not to maintain any action,  suit,
claim or proceeding  against the Company and certain related parties,  and (iii)
to be bound by certain  confidentiality and mutual  non-disparagement  covenants
specified therein.  Notwithstanding the due date of any post-employment payment,
the Company  shall not be obligated  to make any  payments  under this Section 5
until after the expiration of any revocation period applicable to the Release.

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         (l) Upon the  occurrence of a Change in Control Event and provided that
the  Executive  continues to be employed by the Company at such time,  the Board
shall,  or shall cause the  Executive  Compensation  Committee  of the Board to,
cause  all  stock  options   previously  granted  to  the  Executive  to  become
immediately exercisable by the Executive to the extent that such acceleration is
not  prohibited  by the terms of any plan,  program,  agreement  or  arrangement
pursuant to which such options were granted.

          Section 6. Other  Duties of Executive  During and After Term.  (a) The
Executive  recognizes and  acknowledges  that all information  pertaining to the
affairs,  business,  clients,  or  customers  of  the  Company  or  any  of  its
subsidiaries  or  affiliates  (any or all of  such  entities  being  hereinafter
referred to as the "Business"), as such information may exist from time to time,
other than information that the Company has previously made publicly  available,
is confidential  information and is a unique and valuable asset of the Business,
access  to and  knowledge  of which  are  essential  to the  performance  of the
Executive's  duties under this Agreement.  In consideration of the payments made
to him  hereunder,  the  Executive  shall not,  except to the extent  reasonably
necessary in the performance of his duties under this Agreement,  divulge to any
person, firm, association,  corporation, or governmental agency, any information
concerning  the  affairs,  businesses,  clients,  or  customers  of the Business
(except  such  information  as is required by law to be divulged to a government
agency or pursuant to lawful  process),  or make use of any such information for
his  own  purposes  or for the  benefit  of any  person,  firm,  association  or
corporation  (except the Business) and shall use his reasonable  best efforts to
prevent  the  disclosure  of  any  such  information  by  others.  All  records,
memoranda,  letters,  books, papers, reports,  accountings,  experience or other
data, and other records and documents relating to the Business,  whether made by
the  Executive  or  otherwise  coming  into  his  possession,  are  confidential
information and are, shall be, and shall remain the property of the Business. No
copies  thereof  shall be made which are not retained by the  Business,  and the
Executive  agrees, on termination of his employment or on demand of the Company,
to deliver the same to the Company.

          (b) The Executive  recognizes and acknowledges  that the Company shall
own all Work Product  created by the Executive  during the Term. As used herein,
"Work  Product"  includes,  but is not  limited  to, all  intellectual  property
rights, U.S. and international  copyrights,  patentable  inventions,  creations,
discoveries  and  improvements,  works of authorship  and ideas,  whether or not
patentable  or   copyrightable   and  regardless  of  their  form  or  state  of
development.  All Work  Product  shall be  considered  work made for hire by the
Executive and shall be owned by the Company.

          If any of the Work Product may not, by operation of law, be considered
a work made for hire by the  Executive  for the Company,  or if ownership of all
right, title and interest of the intellectual  property rights therein shall not
otherwise vest exclusively in the Company,  the Executive shall assign, and upon
creation thereof shall be deemed to have automatically assigned, without further
consideration,  the  ownership  of all such Work  Product to the Company and its
successors and assigns.  The Company,  its successors and assigns shall have the
right  to  obtain  and  hold  in its or  their  own  name  copyrights,  patents,
registrations and other protections available to the Work Product. The Executive

<PAGE>

shall, at the Company's expense, assist the Company in obtaining and maintaining
patent,  copyright,  trademark  and other  appropriate  protection  for all Work
Product in all countries.  The Executive hereby irrevocably relinquishes for the
benefit of the Company,  its successors and assigns any moral rights in the Work
Product recognized under applicable law.

          The Executive shall disclose all Work Product  promptly to the Company
and shall not disclose the Work Product to anyone other than authorized  Company
personnel  without the Company's prior written consent.  The Executive shall not
disclose to the Company or induce the Company to use any secret or  confidential
information or material belonging to others.

          The  provisions  of this  Section  6(b) cover Work Product of any kind
that is conceived or made by the Executive  that (i) results from tasks assigned
to the Executive by the Company,  its subsidiaries  and affiliates,  or (ii) are
conceived  or made  with the use of  facilities  or  materials  provided  by the
Company, its subsidiaries and affiliates.

          (c) In consideration of the payments made to him hereunder, during the
one-year  period  commencing on the  effective  date of the  termination  of his
employment  for any reason,  the  Executive  shall not,  without  express  prior
written  approval  of  the  Board,  directly  or  indirectly,  own or  hold  any
proprietary  interest in, or be employed by or receive  remuneration  from,  any
corporation,  limited  liability  company,  business  trust,  partnership,  sole
proprietorship or other entity engaged in competition with the Company or any of
its affiliates (a "Competitor"),  other than  severance-type or  retirement-type
benefits  from  entities  constituting  prior  employers of the  Executive.  The
Executive also shall not, during such one-year  period,  solicit for the account
of any Competitor,  any customer or client of the Company or its affiliates,  or
any entity or individual  that was such a customer or client during the one-year
period immediately preceding the termination of the Executive's employment.  The
Executive  also shall not,  during such  one-year  period,  act on behalf of any
Competitor  to  interfere  with the  relationship  between  the  Company  or its
subsidiaries and affiliates and their respective employees.

          For purposes of the  preceding  paragraph,  (i) the term  "proprietary
interest" means legal or equitable  ownership,  whether through  stockholding or
otherwise,  of an equity  interest  in a  business,  firm or entity  other  than
ownership of less than two percent of any class of equity interest in a publicly
held  business,  firm or entity  and (ii) an entity  shall be  considered  to be
"engaged  in  competition"  if such  entity is, or is a holding  company  for, a
company engaged in the business of designing, manufacturing, assembling, selling
or servicing trace chemical detection  equipment or related software or supplies
anywhere in the world.

          (d) The Executive acknowledges that the restrictions contained in this
Section 6 are reasonable  and necessary to protect the  legitimate  interests of
the Company and that any breach by the Executive of any  provision  contained in
this  Section 6 will  result in  irreparable  injury to the  Company for which a
remedy at law would be inadequate.  Accordingly, the Executive acknowledges that
the Company shall be entitled to temporary, preliminary and permanent injunctive
relief against the Executive in the event of any breach or threatened breach by

<PAGE>

the  Executive  of the  provisions  of this  Section 6, in addition to any other
remedy that may be available to the Company whether at law or in equity.

          (e) The  Company's  obligation  to make  payments,  or provide for any
benefits under this Agreement (except to the extent vested or exercisable) shall
cease upon a violation by the Executive of the provisions of this Section 6. The
provisions of this Section 6 shall survive any  termination  of the  Executive's
employment with the Company.

          Section 7.  Withholdings.  The  Company  may  directly  or  indirectly
withhold from any payments made under this Agreement all Federal, state, city or
other taxes and all other deductions as shall be required pursuant to any law or
governmental  regulation or ruling or pursuant to any contributory  benefit plan
maintained by or on behalf of the Company.

          Section 8. Consolidation,  Merger, or Sale of Assets.  Nothing in this
Agreement shall preclude the Company from consolidating or merging into or with,
or transferring  all or  substantially  all of its assets to, or engaging in any
other business  combination  with, any other person or entity which assumes this
Agreement and all obligations and  undertakings of the Company  hereunder.  Upon
such a consolidation,  merger,  transfer of assets or other business combination
and  assumption,  the term "Company" as used herein shall mean such other person
or entity and this Agreement shall continue in full force and effect.

          Section  9.  Notices.  All  notices,   requests,   demands  and  other
communications  required or  permitted  hereunder  shall be given in writing and
shall be deemed to have been duly given if delivered or mailed, postage prepaid,
by same day or overnight mail (i) if to the Executive,  at the address set forth
above, or (ii) if to the Company, as follows:

                           Barringer Technologies Inc.
                           30 Technology Drive
                           Warren, New Jersey 07059

or to such other  address as either  party shall have  previously  specified  in
writing to the other.

          Section  10. No  Attachment.  Except as  required  by law, no right to
receive  payments  under  this  Agreement  shall  be  subject  to  anticipation,
commutation,  alienation,  sale,  assignment,  encumbrance,  charge,  pledge, or
hypothecation  or  to  execution,   attachment,  levy,  or  similar  process  or
assignment by operation of law, and any attempt,  voluntary or  involuntary,  to
effect any such action shall be null, void and of no effect; provided,  however,
that nothing in this Section 10 shall  preclude the assumption of such rights by
executors, administrators or other legal representatives of the Executive or his
estate  and their  assigning  any  rights  hereunder  to the  person or  persons
entitled thereto.

          Section 11.  Expenses.  Except as set forth herein,  each party hereto
shall  pay  its  own  expenses   incident  to  the   preparation,   negotiation,
administration   and   enforcement  of  this  Agreement  and  the   transactions
contemplated herein.

<PAGE>

          Section 12. Source of Payment.  Subject to the terms of the SERP Plan,
all payments  provided for under this  Agreement  shall be paid in cash from the
general  funds of the  Company.  Except as may be required  pursuant to the SERP
Plan,  the Company shall not be required to establish a special or separate fund
or other  segregation  of assets to assure  such  payments,  and, if the Company
shall make any investments to aid it in meeting its obligations  hereunder,  the
Executive  shall have no right,  title or  interest  whatever  in or to any such
investments  except as may otherwise be expressly provided in a separate written
instrument  relating to such  investments.  Nothing contained in this Agreement,
and no action taken pursuant to its provisions,  shall create or be construed to
create a trust of any kind, or a fiduciary relationship, between the Company and
the  Executive  or any other  person.  To the extent that any person  acquires a
right to receive  payments  from the  Company  hereunder,  such  right,  without
prejudice to rights which employees may have, shall be no greater than the right
of an unsecured creditor of the Company.

          Section 13. Binding Agreement; No Assignment.  This Agreement shall be
binding  upon,  and shall inure to the benefit of, the Executive and the Company
and their respective permitted  successors,  assigns,  heirs,  beneficiaries and
representatives.  This  Agreement  is personal to the  Executive  and may not be
assigned by him without the prior written consent of the Company.  Any attempted
assignment in violation of this Section 13 shall be null and void.

          Section 14. Dispute Resolution. At the option of either the Company or
the Executive,  any dispute,  controversy or question  arising under,  out of or
relating to this Agreement or the breach thereof, other than pursuant to Section
6 hereof,  shall be referred  for  decision by  arbitration  in the State of New
Jersey by a neutral  arbitrator  mutually  selected by the parties  hereto.  Any
arbitration   proceeding  shall  be  governed  by  the  Rules  of  the  American
Arbitration  Association  then in effect or such  rules  last in effect  (in the
event such Association is in existence). If the parties are unable to agree upon
such a neutral  arbitrator within 21 days after either party has given the other
written notice of the desire to submit the dispute,  controversy or question for
decision as aforesaid,  then either party may apply to the American  Arbitration
Association  for a  final  and  binding  appointment  of a  neutral  arbitrator,
however,  if such  Association  is not then in  existence or does not act in the
matter  within 45 days of any such  application,  either  party may apply to the
Presiding  Judge  of the  Superior  Court of any  county  in New  Jersey  for an
appointment of a neutral arbitrator to hear the parties and such Judge is hereby
authorized to make such  appointment.  In the event that either party  exercises
the right to submit a dispute,  controversy  or question  arising  hereunder  to
arbitration,  the decision of the neutral arbitrator shall be final,  conclusive
and binding on all interested persons and no action at law or in equity shall be
instituted or, if instituted,  further  prosecuted by either party other than to
enforce the award of the neutral arbitrator. The award of the neutral arbitrator
may be entered in any court that has jurisdiction. The Executive and the Company
shall each bear all their own costs  (including  the fees and  disbursements  of
counsel)  incurred in connection  with any such  arbitration  and shall each pay
one-half of the costs of any arbitrator appointed hereunder.

          Section 15.  Governing Law. This  Agreement  shall be governed by, and
construed in  accordance  with,  the  internal  laws of the State of New Jersey,
without reference to the choice of law principles thereof.

<PAGE>

          Section 16. Entire  Agreement.  This  Agreement  shall  constitute the
entire  agreement  among the parties with respect to the matters  covered hereby
and shall supersede all previous written,  oral or implied  understandings among
them with respect to such matters, including, but not limited to, the Employment
Agreement, dated November 1, 1996, between the Company and the Executive.

          Section  17.  Amendments.  This  Agreement  may  only  be  amended  or
otherwise modified, and compliance with any provision hereof may only be waived,
by a writing  executed  by all of the parties  hereto.  The  provisions  of this
Section 17 may only be amended or otherwise modified by such a writing.

          Section 18. Severability. The invalidity of any provision hereof shall
not affect the validity,  force or effect of the remaining provisions hereof. In
the event that an arbitrator designated pursuant to the provisions of Section 14
or a court of competent  jurisdiction  determines  that any provision  contained
herein is not  enforceable as written because of the breadth or duration of such
provision, such arbitrator or court shall have the authority to modify the terms
of such provision so that, as so modified,  such provision  shall be enforceable
to the maximum extent permitted by applicable law.

          Section  19.  No  Strict  Construction.  Each  of the  parties  hereto
acknowledges  that this  Agreement  has been  prepared  jointly  by the  parties
hereto, each of whom has been represented by counsel,  and shall not be strictly
construed against either party.

          Section  20.   Counterparts.   This   Agreement  may  be  executed  in
counterparts,  each of which shall be deemed to be an original, and all of which
shall together constitute one and the same instrument.

<PAGE>

          IN WITNESS  WHEREOF,  the Company has caused this Agreement to be duly
executed by the undersigned,  thereunto duly  authorized,  and the Executive has
signed this Agreement, all as of the date first written above.


                           BARRINGER TECHNOLOGIES INC.




                           By:/s/Stanley S. Binder
                              ________________________________
                               Name: Stanley S. Binder
                               Title:  Chief Executive Officer



                               /s/Kenneth S. Wood
                              _______________________________
                               Kenneth S. Wood