EXHIBIT 10.21

                                PLEDGE AGREEMENT


          PLEDGE AGREEMENT, dated as of ______ by and between ____________  (the
"Maker") and Barringer Technologies Inc. (the "Company").

                              W I T N E S S E T H:

          WHEREAS,  the Maker has purchased from the Company ____________ shares
(the "Shares") of the Company's  Common Stock, par value $.01 per share ("Common
Stock"); and

          WHEREAS,  in  connection  with such purchase the Company has loaned to
the Maker the sum of  $___________;  such loan being evidenced by a non-recourse
secured promissory note (the "Note") in the principal amount of $__________ made
by the Maker in favor of the Company; and

          WHEREAS,  the loan to the  Maker is to be  secured  by a pledge by the
Maker to the Company of the Shares and the other Collateral  referenced  herein;
and

          WHEREAS,  the parties  hereto  desire to set forth the terms of and to
evidence  the  Maker's  grant  to the  Company  of a  security  interest  in the
Collateral.

          NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  the Maker hereby agrees with the
Company as follows:

          Section  1.  Definitions.  The  following  terms,  when  used  in this
Agreement,  shall have the following  meanings  (such  definitions to be equally
applicable to the singular and plural forms thereof):

          "Default"  means the  failure to make any payment of  principal  of or
interest  on, or any other  amounts  due  under,  the Note when due,  whether at
maturity, upon acceleration or otherwise.

          "Distributions"  means all  stock  dividends,  liquidating  dividends,
shares  of stock  resulting  from  stock  splits,  reclassifications,  warrants,
options,  non-cash  dividends and other  distributions on or with respect to the
Shares,  whether  similar or dissimilar to the foregoing,  but shall not include
Dividends.

          "Dividends"  means  regular  dividends  declared  with  respect to the
Shares.

          "Liabilities" means the Note, and all amounts becoming due thereunder,
and all other payment  obligations  of the Maker  hereunder or thereunder or any
instrument executed pursuant hereto or thereto.

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          Section 2. Grant of Security Interest.  As security for payment of all
Liabilities, the Maker hereby pledges, assigns and transfers to the Company, and
grants to the  Company a  continuing  security  interest  in and to, the Shares,
together with all Dividends and  Distributions,  interest and other payments and
rights with respect thereto,  together with all proceeds thereof  (collectively,
the  "Collateral").  The Maker  further  pledges,  assigns and  transfers to the
Company, and grants to the Company a continuing security interest in and to, and
agrees to duly endorse to the order of the Company,  any additional  Collateral,
together  will all proceeds  thereof,  delivered by the Maker to the Company for
the purposes of pledge under this  Agreement.  Any  Collateral  delivered by the
Maker to the Company may be endorsed by the  Company,  in its own name or in the
name of the Maker, on behalf of the Maker to the order of the Company.

          Section 3. Stock Powers, Endorsements, Etc. The Maker shall, from time
to time, upon request of the Company,  promptly  execute such  endorsements  and
deliver to the Company such stock powers and similar documents,  satisfactory in
form and substance to the Company, with respect to the Collateral as the Company
may  reasonably  request  and  shall,  from time to time,  upon  request  of the
Company,  promptly transfer any securities which are part of the Collateral into
the  name  of  any  nominee  designated  by the  Company  on  the  books  of the
corporation or other entity issuing such securities; provided, however, that the
Company  shall not be entitled to effect or demand a transfer of the  Collateral
into the name of the Company or the Company's nominee without the consent of the
Maker unless and until a Default shall have occurred.

          Section 4. Certain Other Agreements  Regarding  Collateral.  The Maker
shall deliver (properly endorsed where necessary) to the Company:

          (a) after a Default  shall have occurred and be  continuing,  promptly
upon  receipt  thereof by the Maker and  without  any  request  therefor  by the
Company, all Dividends and Distributions,  and other proceeds of the Collateral,
all of which shall be held by the Company as additional Collateral; and

          (b) at any time after a Default shall have occurred and be continuing,
promptly  upon  request of the  Company,  such  consents  or  proxies  and other
documents  as may be necessary to allow the Company to exercise any voting power
or other  right  with  respect to any  securities  included  in the  Collateral;
provided,  however, that unless a Default shall have occurred and be continuing,
the Maker shall be entitled:

               (i) to exercise, as the Maker shall deem appropriate,  all voting
     or other powers with respect to securities pledged hereunder (including but
     not limited to the Shares); and

               (ii) to receive  and retain for the  Maker's  own account any and
     all Dividends paid in cash.

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          Section  5.  Actions  Upon  Default.  Whenever  a Default  shall  have
occurred and be  continuing,  the Company may exercise from time to time any and
all rights and remedies  available to it under applicable law, including but not
limited  to all  rights of a secured  party  available  to it under the  Uniform
Commercial Code.  Without limiting the above, the Company may from time to time,
whether before or after any of the Liabilities shall become due and payable, but
only if a Default shall have occurred,  without notice to the Maker, take any or
all of the following actions:

          (a)  transfer all or any part of the  Collateral  into the name of the
Company or its nominee; and

          (b)  execute  (in the name,  place and stead of the  Maker) any or all
endorsements,  assignments,  stock powers and other instruments of conveyance or
transfer with respect to all or any of the Collateral.

          The Maker  understands  that  compliance  with the Federal  securities
laws,  applicable  blue sky or  other  state  securities  laws or  similar  laws
analogous in purpose or effect may  strictly  limit the course of conduct of the
Company  if the  Company  were to  attempt  to dispose of all or any part of the
Collateral  and may also  limit the  extent to which or the  manner in which any
subsequent  transferee of the Collateral  may dispose of the same.  Accordingly,
the Maker agrees that IF ANY  COLLATERAL  IS SOLD AT ANY PUBLIC OR PRIVATE SALE,
THE COMPANY MAY ELECT TO SELL ONLY TO A BUYER WHO WILL GIVE FURTHER  ASSURANCES,
SATISFACTORY  IN FORM AND SUBSTANCE TO THE COMPANY,  RESPECTING  COMPLIANCE WITH
THE  REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND ANY AND ALL
APPLICABLE  STATE SECURITIES LAWS; AND A SALE SUBJECT TO SUCH CONDITION SHALL BE
DEEMED COMMERCIALLY REASONABLE.  The Company shall have the right to bid upon or
purchase  the  Shares,  or  any  other  part  of the  Collateral,  or all of the
foregoing,  at any such sale,  less any and all amounts  owing to the Company by
the  Maker  under the  Note,  this  Agreement  or  otherwise,  and that any such
purchase is commercially reasonable.

          Section 6.  Application of Moneys.  Any moneys received by the Company
upon  payment to it of any  Collateral  held by it or as  proceeds of any of the
Collateral  may be applied by the Company  first to the payment of any  expenses
incurred by it in connection with the Collateral, including, without limitation,
reasonable attorneys' fees and legal expenses,  and all other amounts payable to
the  Company by the Maker,  and any  balance of such  moneys so  received by the
Company  may be  applied to all  Liabilities  of the Maker  (including,  without
limitation,  the principal  amount of the Note  outstanding  whether or not such
principal  amount is at that time due and payable) in such order of  application
as the Company in its sole discretion may determine. Any amounts remaining after
payment of the  Liabilities  may be applied by the Company to the payment of any
and all other  amounts  owing,  whether or not then due, to the Company from the
Maker and any remaining balance thereafter shall be paid to the Maker.

<PAGE>

          Section 7. Release of  Collateral.  Upon the  indefeasible  payment in
full of the  Liabilities,  the  Company  shall,  upon the  request of the Maker,
promptly  reassign and redeliver to the Maker the Collateral  which has not been
sold,  disposed of,  retained or applied by the Company in  accordance  with the
terms  hereof,  together  with  such  endorsements,  stock  powers  and  similar
documents as the Maker may reasonably request.  Such reassignment and redelivery
shall be  without  warranty  by or  recourse  to the  Company,  except as to the
absence  of  any  prior  assignments  by the  Company  of  its  interest  in the
Collateral.  In the event that the Maker proposes to sell, transfer or otherwise
dispose of all or a portion of the Shares,  upon the  request of the Maker,  the
Company  shall  release from its security  interest the Shares to be sold by the
Maker and,  at the sole  expense  of the Maker,  shall  deliver  such  Shares as
directed  by the  Maker,  free and  clear of any  security  interest  hereunder,
subject to repayment of a portion of the Obligations as provided in the Note.

          Section 8.  Non-Recourse  Nature of  Liabilities.  The Company's  sole
recourse for the payment of the  Liabilities  shall be limited to the Collateral
securing  the  Note.  THE  COMPANY  SHALL  NOT HAVE THE  RIGHT  TO  ENFORCE  THE
LIABILITIES AGAINST THE MAKER, HIS HEIRS,  ASSIGNS AND LEGAL  REPRESENTATIVES OR
ANY OF THE OTHER ASSETS OR PROPERTY OF ANY OF THE FOREGOING.

          Section 9. Miscellaneous.

          (a) To the fullest extent  permitted by applicable law, this Agreement
shall continue to be effective or be  reinstated,  as the case may be, if at any
time any  amount  received  by the  Company in  respect  of the  Liabilities  is
rescinded  or must  otherwise  be restored  or returned by the Company  upon the
insolvency or bankruptcy of the Maker or upon the  appointment  of any receiver,
intervenor,  conservator,  trustee  or  similar  official  for the  Maker or any
substantial  part of his assets,  or otherwise,  all as though such payments had
not been made.

          (b) No remedy  herein  conferred  is intended to be  exclusive  of any
other remedy herein conferred or otherwise  available to the Company,  but every
such remedy shall be  cumulative  and in addition to every other  remedy  herein
conferred,  or conferred on the Company by any other  agreement or instrument or
now or hereafter existing at law, in equity or by statute.

          (c)  Any   provision  of  this   Agreement   which  is  prohibited  or
unenforceable  in  any  jurisdiction,   shall,  as  to  such  jurisdiction,   be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

          (d)  Except  as  otherwise  expressly  provided  herein,  no  term  or
provision of this  Agreement  may be amended,  waived,  discharged or terminated
orally, but only by an instrument in writing signed by the parties.

          (e) THIS  AGREEMENT  AND ALL RIGHTS  HEREUNDER  SHALL BE  CONSTRUED IN
ACCORDANCE  WITH AND  GOVERNED  BY THE LAWS OF THE STATE OF NEW  JERSEY  WITHOUT

<PAGE>

GIVING  EFFECT TO THE  CONFLICTS OF LAWS  PROVISIONS  THEREOF.  THE MAKER HEREBY
CONSENTS  AND  SUBMITS TO THE  EXCLUSIVE  JURISDICTION  OF THE FEDERAL AND STATE
COURTS LOCATED IN THE STATE OF NEW JERSEY HAVING SUBJECT MATTER  JURISDICTION IN
CONNECTION  WITH ANY AND ALL DISPUTES  ARISING OUT OF OR IN CONNECTION WITH THIS
Agreement, THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. FURTHER,
THE MAKER HEREBY CONSENTS AND AGREES THAT SERVICE OF PROCESS BY THE COMPANY,  OR
ANY PARTY ACTING ON BEHALF OF THE COMPANY,  SHALL BE DEEMED VALIDLY AND PROPERLY
EFFECTED  AGAINST  THE  MAKER  UPON THE  MAILING  OF A COPY OF SUCH  PROCESS  BY
CERTIFIED MAIL,  POSTAGE  PREPAID,  TO THE MAKER AT HIS ADDRESS AS IT APPEARS IN
THE PERSONNEL RECORDS OF THE COMPANY.

          (f) No course of dealing and no delay on the part of any party  hereto
in exercising any right,  power,  or remedy  conferred by this  Agreement  shall
operate as a waiver thereof or otherwise  prejudice such party's rights,  powers
and remedies hereunder or in connection herewith.  No single or partial exercise
of any power or remedy  conferred by this Agreement  shall preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.

          (g) This  Agreement  shall inure to the benefit of and be binding upon
the  parties  hereto  and  their  respective   successors,   assigns  and  legal
representatives.

          (h) This Agreement  constitutes the entire agreement among the parties
with respect to the matters covered hereby and supersedes all previous  written,
oral or implied agreements and understandings  among the parties with respect to
such matters.

          (i)  All  notices  or  other  communications   required  or  permitted
hereunder shall be in writing and shall be delivered personally, by facsimile or
sent by certified, registered or express air mail, postage prepaid, and shall be
deemed given which so delivered personally,  or by facsimile, or if mailed, five
days after the date of mailing, (i) if to the Maker at his address as it appears
in the  records of the  Company,  and (ii) if to the  Company at the address set
forth below:

                              30 Technology Drive
                              Warren, New Jersey 07059,
                              Telephone:        (908) 222-9100
                              Facsimile:        (908) 222-1556
                              Attention:        Secretary

or at such other  addresses  as shall be furnished in writing to the other party
hereto.

          (j) The headings in this  Agreement are for reference  purposes  only,
and shall not in any way affect the meaning or interpretation

<PAGE>

          (k) This Agreement may be executed in one or more  counterparts,  each
of which shall be deemed an original agreement,  but all of which together shall
constitute one and the same instrument.




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<PAGE>

          IN WITNESS  WHEREOF,  the parties have duly executed this Agreement as
of the date first written above.

Witness:



_____________________________                        ___________________________
Name:                                                         Name:


                                                 BARRINGER TECHNOLOGIES INC.



                                                 By:  _________________________
                                                      Name:
                                                      Title: