<PAGE>


EXHIBIT 10.19


                                      AGREEMENT
                                        (FCI)
                                           

This Agreement is made the 8th day of November 1996, between FCI Environmental,
Inc. ("FCI"), a Nevada corporation with its principal office at 1181 Grier
Drive, Bldg. B, Las Vegas, Nevada 89119, and Alcohol Sensors International,
Ltd., ("ASI"), a New York corporation with its principal office at 11 Oval
Drive, Islandia, New York 11722.

WHEREAS; FCI has developed sensor chemistry for the Breath Alcohol Testing
industry and market ("Sensor(s)"), with the assistance of and pursuant to
specifications and requirements of ASI; and,

WHEREAS; FCI has obtained US patents Nos. 5/439/647, 5/165/005 and 4/846/548 on
the Wave Guide Sensor chemistry and application and has other US and
international patents pending in countries including but not limited to Japan,
Taiwan, South Korea, Canada and the United Kingdom; and,

WHEREAS; ASI has provided the specifications and know-how for the adaptation of
the Sensor(s) for alcohol detection; and, 

WHEREAS; ASI has had a custom platform made for their user requirements of the
Sensor(s) more fully described in ADDENDUM A, (attached herein and referenced to
as "Sensor(s)"); and,

WHEREAS; the parties agree that the product, in its entirety, is formed with a
custom platform microchip from Texas Instruments, incorporated with a Wave Guide
Sensor, which has been enhanced with chemistry in polymer form, which will
enable the Sensor to specifically detect ethanol, all of which have been
manufactured and jointly developed with ASI to ASI's specifications and
requirements; and,

WHEREAS; FCI warrants and represents that the Sensor(s) performs to the
specifications in ADDENDUM A, and that FCI can in fact produce the Sensor(s) in
the quantities required and contained in ADDENDUM C  herein, and in a timely
manner; and,

WHEREAS; FCI will continue its research and development in the Breath Alcohol
Testing industry and market so as to develop amendments, improvements and
enhancements to FCI's present Chem-Optic Absorption Sensor Technology; then,

IN CONSIDERATION of the mutual covenants and agreements herein contained, the
parties do hereby agree as follows:

1.  TERM OF AGREEMENT

    The term of this Agreement shall be for five (5) years.  ASI may
    automatically renew this Agreement for successive five (5) year terms
    without limitation by notifying FCI in writing not less than sixty days
    prior to the expiration of the prior term hereof.

2.  PRICE, DELIVERY AND PAYMENT TERMS

    The price, terms and delivery requirements of the Sensor(s) shall be in
    accordance with ADDENDUM B.

3.  EXCLUSIVITY AND MARKETS

    ASI agrees to market, promote and sell instruments employing the Sensor(s)
    on a worldwide basis.  FCI, in consideration of the sum of (OMITTED AND
    FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT), to be paid over the term of this Agreement, as well as the
    assistance of ASI in the Sensor development, hereby grants ASI exclusive
    right, title and interest to and including sales and marketing rights to
    the Sensor(s), including any and all amendments, improvements and
    enhancements thereon, including but not limited to Chem-Optic Fluorescence,
    for the Breath Alcohol Testing industry and market.  FCI agrees not to sell
    or distribute its Sensor chemistry technology to competitor or potential
    competitor of ASI. 
    
4.  PUBLIC RELEASE OF INFORMATION 

         Unless the prior written consent of both parties is obtained, neither
         party shall under any circumstances whatsoever in any manner
         advertise, publish or release for publication any statement or
         information, confidential or otherwise, mentioning the other party, or
         the fact that FCI has furnished or contracted to furnish to ASI the
         Sensor(s) required by this Agreement, or quote the opinion(s) of any
         employee of either party, except as may be required by law or
         regulation in which case that party will give notice of the pending
         release in sufficient time that the other may appropriately challenge
         said release.


<PAGE>


5.  PRESS RELEASES AND ADVERTISING/PUBLIC RELEASE OF INFORMATION

    Press releases, disseminations, disclosures, exhibitions or advertising of
    any kind naming ASI or FCI and regarding this Agreement or the devices
    developed hereunder may not be made without the prior express written
    authorization of both parties, except in conjunction with those normal
    business activities necessary to fulfill business requirements.
    
6.  CHANGES

    All changes, modifications or alterations affecting this Agreement must be
    authorized by a written and signed amendment to this Agreement, executed by
    both parties.

7.  ETHICS; CONFLICT OF INTEREST

    The parties agree to comply with all applicable laws, governmental rules,
    ordinances and regulations.  They acknowledge that they are not expected or
    authorized to take any action in the name of or on behalf of the other
    which would violate any such laws, rules, ordinances or regulations.  The
    parties agree that all financial settlements, reports and billings rendered
    will, in reasonable detail, accurately and fairly reflect the facts about
    all activities and transactions which comprise the subject of this
    Agreement.
    
    The parties shall at all times during the term of this Agreement use their
    best efforts to ensure that no action is taken by themselves, their
    officers, employees, servants, agents and subcontractors which could or
    might result in or give rise to the existence of conditions prejudicial to
    or in conflict with the best interests of the other.  In particular, but
    without limiting the generality of the foregoing, the parties shall take or
    cause to be taken all necessary, reasonable and proper precautions to
    prevent their officers, employees, servants, agents, and subcontractors
    from receiving or making, providing or offering to any person who could or
    might be in a position to influence the decisions hereunder of ASI or FCI
    with respect to the Agreement any substantial gift, entertainment, payment,
    loan or other consideration.

8.  MISCELLANEOUS

    A.   ENTIRE AGREEMENT.  This Agreement supersedes all prior written or oral
         agreements between the parties with respect to the subject matter
         herein, and this Agreement may not be extended, changed, amended,
         modified, altered, waived, discharged or terminated orally, but only
         by a mutually executed instrument in writing.
         
    B.   TRANSFERABILITY.  This Agreement shall be binding upon and inure to
         the benefit of the parties hereto and their respective permitted
         successors and/or assigns, but neither party shall assign this
         Agreement or any obligations hereunder without the express written
         consent of the other party; any such assignment to which written
         consent is not given shall be void.  Notwithstanding the foregoing,
         ASI or FCI may assign this Agreement without prior approval to any of
         its affiliates, subsidiaries, successors, assigns or divisions, or in
         connection with the transfer of all or substantially all of its
         related assets or business area to one person, firm or corporation, in
         which event the consent of ASI or FCI shall not be required.  Neither
         FCI nor ASI shall unreasonably withhold consent. 
         
    C.   EQUAL OPPORTUNITY PROVISION.  It is understood by all parties to this
         Agreement that ASI and FCI are Equal Opportunity Employers, and that
         in the performance of this Agreement ASI and FCI shall not knowingly
         and intentionally engage in any conduct or practice which violates any
         applicable law, rule ordinance, order or regulation prohibiting
         discrimination against any person by reason of race, color, religion,
         national origin, sex, sexual orientation, age or on account of being
         handicapped, a disabled veteran or a veteran of the Vietnam era.  ASI
         and FCI further agree to comply with all Executive Orders and Federal
         regulations applicable to work under this Agreement.
         
    D.   COMPLIANCE.  Failure of ASI or FCI to insist on the strict performance
         of any of the terms, condition and agreements contained herein shall
         not constitute or be construed as a waiver or relinquishment of ASI's
         or FCI's right to strict compliance with this Agreement.
         
9.  OWNERSHIP IN CREATIVE WORKS AND INVENTIONS. 
         
    A.   Each of the parties hereby represents to the other that it has, or
         will have, prior to commencement of the Project, valid and sufficient
         arrangements and agreements with its respective employees and/or
         non-employee consultants, such that the ownership of any and all
         inventions made by an employee and/or consultant vests to the party
         hereto employing said employee and/or consultant, subject to the
         provisions of the applicable law governing ownership of such
         inventions.


<PAGE>

         
    B.   All inventions, copyrightable material or proprietary information made
         or developed solely by employees and/or consultants of one of the
         parties in performance under this Agreement shall be the sole property
         of that party, and that party shall retain any and all rights to file
         applications for and obtain patents and copyrights thereon.
         
    C.   Except as provided in PROVISION 9D below, all inventions,
         copyrightable material or proprietary information made or developed
         jointly by employees of ASI and FCI in performance under this
         Agreement shall be jointly owned by ASI and FCI with each party
         having, with the consent of the other and a negotiated royalty, the
         right to exploit and grant licenses in respect to such inventions,
         copyrightable material or proprietary information and any patents and
         copyrights arising therefrom.  The parties shall mutually agree: (i) 
         on which party shall have the responsibility for preparing and filing
         in the United States and foreign countries; (a) any patent
         applications on a joint invention, and/or (b) any copyright
         applications (ii) that each will bear one-half of the actual
         out-of-pocket expenses associated with obtaining and maintaining such
         intellectual property rights.  In the event one party elects not to
         file application for or maintain intellectual property protection for
         any joint invention, copyrightable material or other intellectual
         property in any particular country or not to share equally in the
         expenses thereof with the other party, that other party shall have the
         right to apply for and maintain such intellectual property protection
         in such country at its own expense (the said one party undertaking to
         execute all such documents as may be necessary), and shall have full
         control over the prosecution and maintenance thereof and shall have
         title to such patent, copyright or other intellectual property rights
         resulting therefrom in its sole name with the other party having a
         non-exclusive royalty-free license.
         
    D.   ASI shall have all rights to inventions, copyrightable material and
         proprietary information which apply to the instrument, specially
         excluding the Sensor(s) only, and FCI shall have all rights (except
         for those rights otherwise provided to ASI pursuant to this Agreement)
         to inventions, copyrightable material and proprietary information
         which apply solely to the Sensor(s).
         
10. INDEPENDENCE OF PARTIES. 

    Nothing in this Agreement shall prevent either party from continuing its
    independent development of its own respective technologies, including
    technology that is the subject of the Agreement, provided that the party
    continuing development is not in breach of this Agreement. 

11. INSOLVENCY.

    In the event of insolvency of FCI, the Chem-Optic Absorption Sensor(s)
    chemistry application to the Texas Instrument ("TI") microchip(s) platform
    #TSLC103 modifications, derivatives or enhancements thereof, its design,
    specifications and patents, including all improvements, amendments and/or
    enhancements thereon, including but not limited to Chem-Optic Fluorescence
    Technology and other materials necessary for ASI to arrange production and
    manufacturing of the Sensor(s) directly or by its authorized assigns, all
    of which together with assignments of patents thereon, shall be immediately
    conveyed to ASI without any further instruments being executed, in
    consideration of the payment of Ten Thousand ($10,000.00) Dollars to FCI by
    ASI or its assigns, as provided in PROVISION 3, contained herein,
    notwithstanding the number of Sensor(s) delivered under this Agreement at
    the time of insolvency or FCI's inability to perform.  Upon execution of
    this Agreement, FCI shall simultaneously execute any and all documents
    necessary to complete said assignment and place same in escrow with Texas
    Instrument's attorney or other attorney mutually agreed upon by the
    parties, as trustee, within 10 days of the execution of this Agreement. 
    FCI shall notify ASI of the delivery of the documents to the escrowee. 
    Failure to deliver the escrow documents shall constitute a material breach
    of the Agreement.

12. NOTICES

    All notices, acknowledgments and other reports hereunder shall be in
    writing and shall be deemed properly delivered upon being mailed by first
    class mail, postage prepaid or overnight carrier (or at the close of
    business on the date delivered, if delivered by hand or sent by electronic
    facsimile) to the other party at its address appearing below or to such
    other address as either party may, by written notice, designate to the
    other:

    ALCOHOL SENSORS INTERNATIONAL, LTD.     FCI ENVIRONMENTAL, INC.
    11 Oval Drive                           1181 Grier Drive, Bldg. B
    Islandia, New York 11722                Las Vegas, Nevada 89119
    Attention:  Mr. Robert Whitney,         Attention:  Mr. Tom Collins
         President/CEO                                     Vice President,
                                                           Sales & Marketing

13. TERMINATION & EXCLUSIVE LICENSE

    In the event of FCI's termination, or in the event of a sale of
    substantially all of FCI's assets and/or stock to another person or entity
    except pursuant to PROVISION 8(B), the parties agree that in consideration
    of the payment by ASI to FCI, as 

<PAGE>


    provided in PROVISION 3, contained herein, FCI shall execute any and all
    necessary documents to effectuate the transfer and assignments of patents
    thereon, and of a perpetual exclusive license to ASI to manufacture the
    chemistry and produce under the patents, modifications, derivations or
    enhancements to the TI microchip(s) platform # TSLC103, including but not
    limited to the Chem-Optic Absorption Fluorescence Technology, which FCI
    presently has or in the future will have pending.  
    
    Upon execution of this Agreement FCI shall simultaneously execute and
    deliver within 10 days any and all documents necessary to complete said
    transfer and assignment, and will place said documents in escrow with Texas
    Instrument's attorney, or other attorney mutually agreed upon by the
    parties, as Trustee. Failure to deliver the escrow documents shall
    constitute a material breach of the Agreement.
    
    Notwithstanding anything contained herein to the contrary, except for
    delays caused by Texas Instruments, in the event FCI is the subject of an
    actual or potential labor dispute, pursuant to PROVISION 26 below, or FCI's
    inability to perform due to natural disasters, delays caused by Government
    orders or requirements, transportation conditions, labor or material
    shortages, riots, wars, national emergencies, acts of God, fires or other
    causes beyond the control of FCI which will delay shipment to ASI for a
    period of time in excess of four (4) weeks, ASI shall have the ability to
    invoke the terms of this provision immediately.

14. FIRST RIGHT GRANTED TO BUYER

    ASI is hereby granted first right of refusal to exclusively purchase any
    additional types of Sensors for other applications, relevant to or in
    support of the Breath Substance Testing Industry and/or Market, pursuant to
    specifications developed jointly and/or severally by ASI and/or FCI with
    terms and conditions to be negotiated. 

15. ARBITRATION AND APPLICABLE LAW

    Any controversy or claim arising out of or relating to this Agreement or
    the breach thereof, shall be settled by arbitration to be held in New York
    City, New York, in accordance with the Commercial Arbitration Rules of the
    American Arbitration Association, effective January 1, 1996.  Judgment upon
    the award rendered by the arbitrators shall be final and binding and may be
    entered in any court having jurisdiction thereof.  This Agreement will be
    governed by the law of the State of New York. 

16. ASSIGNMENT AND SUBCONTRACTING

    Except as provided for in PROVISION 8(B), this Agreement or any interest
    hereunder shall not be assigned or transferred by FCI without the prior
    written consent of ASI and subject to such terms and conditions that ASI
    may impose.  ASI shall not consider consent to any proposed assignment
    unless and until FCI furnishes ASI with two (2) executed copies of the
    assignment.  FCI shall not subcontract the furnishing of any of the
    complete or substantially complete items required by this Agreement,
    without the prior written approval of ASI. 

17. CALENDAR DATES

    All periods of days referred to in this Agreement shall be measured in
    calendar days. 
  
18. PROVISION (CLAUSE) HEADINGS
  
    The headings and subheadings of the provisions and/or clauses contained
    herein are used for convenience and ease of reference and shall not limit
    the scope or intent of the provision. 

19. CONFIDENTIAL RELATIONSHIP

    Each party shall treat as confidential all specifications, drawings,
    blueprints and other information supplied by the other or obtained by the
    other as a result of performance under this Agreement unless such is in the
    public domain.  The parties shall not disclose any information related to
    this Agreement to any person not authorized by the other in writing to
    receive it. 

20. EXCUSABLE DELAYS

    FCI shall not be liable for damages, including liquidated damages, if any,
    for delays in delivery or failure to perform due to causes beyond the
    control and without the fault or negligence of FCI.  Such causes are acts
    of God, acts of the public enemy, acts of the United States Government,
    fires, floods, epidemics, quarantine restrictions, strikes, or embargoes. 

21. FAIR LABOR STANDARDS ACT

<PAGE>


    FCI certifies that products furnished hereunder have been or shall be
    produced in compliance with the Fair Labor Standards Act, as amended, and
    regulations and orders of the U.S. Department of Labor issued thereunder. 
    This certification shall be considered as the written assurance
    contemplated by the October 26, 1949, amendment to said Act. 

22. INDUSTRIAL LAWS AND BENEFITS

    In all matters relating to this Agreement, FCI shall be acting as an
    independent contractor.  Neither FCI nor any of the persons furnishing
    materials or performing work or services which are required by this
    Agreement are employees of ASI within the meaning of or the application of
    any Federal, or State Unemployment Insurance Law, or other Social Security,
    or any Workmen's Compensation, Industrial Accident Law, or other Industrial
    or Labor Law.  At its own expense, FCI shall comply with such laws, and
    assume all obligations imposed by any one or more of such laws with respect
    to this Agreement and agrees to indemnify ASI with respect to any
    obligations imposed under these statues, rules and regulations. 

23. LAWS AND ORDINANCES

    FCI shall comply with all applicable laws, statutes, ordinances, rules and
    regulations including Federal, State and Municipal agencies authorities and
    departments relating to or affecting the work hereunder or any part
    thereof, and shall secure and obtain any and all permits, approvals,
    authorizations, licenses and consents as may be necessary in connection
    therewith. 

24. MODIFICATION OF AGREEMENT

    This Agreement contains all the agreements and conditions under which the
    work is to be performed and no course of dealing or usage of the trade
    shall be applicable unless expressly incorporated in this Agreement.  The
    terms and conditions contained in this Agreement shall not be added to,
    modified, amended, superseded or otherwise altered except by a written
    modification signed by authorized representatives of ASI's Procurement
    Department and FCI. 

25. MODIFICATION OF SENSOR(S)

    FCI is authorized to make minor changes or substitution of equal or
    superior components in the Sensor(s); provided that; such changes or
    substitutions shall represent a mirror image of the original component
    which is the subject of this Agreement and shall not affect the Sensor's
    functional characteristics, performance, configuration, serviceability,
    reliability, maintenance, including interchangeability and availability of
    spare parts, or cause an increase in the Agreed price or affect the
    delivery schedule, and further provided that such changes or substitutions
    have been approved in writing by an officer of ASI after a suitable testing
    period, not to exceed six (6) months.


26. NOTICE TO ASI OF LABOR DISPUTES

    A.   Whenever FCI has knowledge that any actual or potential labor dispute
         is delaying, threatens to delay or may possibly delay the timely
         performance of this Agreement, FCI shall immediately give notice
         thereof, including all relevant information with respect thereto, to
         ASI, including what steps and measures FCI intends to take to avoid or
         settle said labor dispute and/or delays as to performance, including
         how long FCI estimates the dispute and/or delay may last.
         
    B.   FCI shall insert the substance of this provision, including this
         PROVISION B, in any subcontracts hereunder.  Each such subcontractor
         shall provide that in the event its timely performance is delayed,
         threatened by delay or may possibly be delayed by any actual or
         potential labor dispute, the subcontractor shall immediately notify
         FCI of all relevant information with respect to such dispute,
         including what steps and measures the subcontractor intends to take to
         avoid or settle the labor dispute and/or delays as to performance,
         including how long the subcontractor estimates the dispute and/or
         delay may last. 

27. PATENT INDEMNITY BY SELLER

    A.   FCI shall indemnify and hold harmless ASI, its customers and those for
         whom ASI may act, from and against all legal expenses which may be
         incurred as well as all damages, losses, expenses and costs which may
         be assessed against or borne by ASI by reason of any or all actions or
         proceedings charging infringement of the rights of others including
         any patent, trademark or copyright rights, by reason of the work
         performed hereunder.
         
    B.   ASI shall give FCI prompt written notice of any action, claim or
         threat of an infringement suit, either oral or written, or the
         commencement of any infringement suit against ASI relating to the work
         performed hereunder by FCI. 

<PAGE>


         
    C.   In the event ASI or FCI should become aware of any claim or potential
         claim, which FCI may have, institute or bring against any third party,
         anywhere in the world, with regard to a patent, trademark, trade
         secret or copyright infringement or potential infringement thereof,
         FCI agrees to diligently and expeditiously prosecute said claim on its
         behalf and that of ASI.  
         
         FCI agrees to bear all costs and expenses, including all legal costs
         necessary to prosecute any claim or potential claim, with regard to
         any possible infringement action.  ASI may, at its discretion, agree
         to prosecute said infringement on behalf of FCI, so as to protect its
         interest under the provisions of this agreement.  In the event ASI
         undertakes the prosecution of said infringement claim, FCI agrees to
         reimburse ASI for all costs and expenses, including all legal expenses
         incurred by ASI in the prosecution of said infringement claim.

    D.   FCI shall have the right to substitute (pursuant to PROVISION 25
         above), for any such work or items or part thereof claiming to
         infringe the rights of others, non-infringing work or items which
         shall be equal or superior to the infringing work or items.

         1)   If the use of any such work or items or any part thereof should
              be enjoined, FCI shall, at FCI's sole expense, take any of the
              following courses of action within 30 days:

         2)   To procure for ASI the right to continue using such work or
              items; or 

         3)   To replace said work or items with equal or superior
              non-infringing work or items (pursuant to PROVISION 25 above); or

         4)   To modify the work or items, so that it becomes non-infringing,
              provided such modified work or items shall be equal or superior
              to the infringing work or items (pursuant to PROVISION 25 above).

28. TAXES

    Unless prohibited by law or otherwise stated to the contrary in this
    Agreement, FCI shall pay and has included in the price of this Agreement,
    any Federal, State or Local Sales Tax, Transportation Tax, or other similar
    levy which is required to be imposed upon the work or items to be
    delivered, or by reason of their sale, or delivery and agrees to indemnify
    ASI as to same.


29. APPOINTMENT OF FCI AS AN AGENT OF ASI

    ASI hereby appoints FCI as its agent for the limited purpose of receiving
    the TSLC103 microchip(s) from Texas Instruments and for the testing of
    these microchips prior to the application of the Sensor chemistry for the
    Breath Alcohol Testing Industry and Market by applying power to the
    microchip(s), applying power to the LED and verifying sense and reference
    channel output.
    
    ASI also appoints FCI as its agent for testing of the same microchip(s)
    after the application of the Sensor chemistry to verify the response of the
    microchip(s) to ethanol at a range between .02 and .1 grams per 210 liters
    of air.  ASI shall provide performance specifications for the acceptable
    range of this response.

30. WARRANTY

    A.   FCI warrants that the Sensor(s) shall conform with ASI's requirements
         and specifications as set forth in ADDENDUM A, attached to this
         Agreement, and are completely free from defects in design, material
         and workmanship without limitation.  FCI further warrants and
         represents that all Sensors purchased by ASI pursuant to this
         Agreement shall be of merchantable quality, free of defects and fit
         for the intended use of ASI.
    
    B.   The warranty shall remain in effect for a period of one (1) year after
         date of sale to end user, or 24 months from date of sale to ASI,
         whichever occurs first. 
    
    C.   If within the warranty period any defect covered by this warranty
         appears: 

         1)   ASI shall bond the defective parts for the inspection of FCI.
    
         2)   ASI shall notify FCI in writing of the Sensor(s) involved, and if
              known by ASI, set forth the nature of the defect which may be
              batched in monthly reports. 

<PAGE>

         
         3)   Within thirty (30) days after receipt by FCI of the notification
              provided pursuant to PROVISION C(2) above, FCI shall provide to
              ASI, in writing, the following information: 

              a)   Acknowledgment of the notification given by ASI of the
                   defect; 
              b)   The corrective action to be taken by FCI to remedy the
                   defect;
              c)   Disposition instructions regarding the defective Sensor(s);
              d)   With the advance approval of ASI, submit a proposed price
                   reduction to this Agreement for ASI's consideration pursuant
                   to PROVISION 4 below.

         4)   Should FCI fail to comply with PROVISION C(3) above, the bonded
              Sensor(s) are deemed to be defective.  ASI shall retain the
              defective Sensor(s), and an equitable adjustment of 120% of ASI's
              cost for the defective Sensor(s) will be made in the price for
              the defective parts, which may be offset against outstanding
              invoices or as a credit for future orders.
                   
         5)   In the event that the cause of the defect is determined to be
              outside FCI's control, this warranty will not apply.

    D.   The aforesaid warranty shall survive acceptance and payment and shall
         run to ASI, its customers and the users of these Sensor(s) and shall
         not be deemed to be the exclusive rights of ASI but shall be in
         addition to the other rights of ASI under law and the terms of this
         Agreement. 
         
    E.   FCI warrants and represents that it presently has or will acquire
         sufficient general business liability insurance to cover the cost of
         the replacement of any shipment of the TI microchip(s) which FCI may
         have on its premises at any time.  FCI further warrants and represents
         that during the term of this Agreement, it shall name ASI as an
         additional loss payee on its general business liability insurance for
         the limits of the value of any shipment of the TI microchip(s)
         (TSLC103), with the applied FCI polymer, located on FCI's premises.
         
         FCI will provide ASI with a copy of its aforementioned policy
         evidencing its liability limits and present a copy of same to ASI.  In
         the event ASI, at its sole discretion, determines that the liability
         limits of FCI are insufficient to cover any microchip(s) shipment in
         the possession of FCI, ASI may require FCI to increase its liability
         limits to a level that ASI requests.  Failure to do so on the part of
         FCI shall be deemed a material breach of this Agreement.
         
31. This Agreement is explicitly subject to qualification testing to the
    specifications in ADDENDUM A, to be performed by ASI.  Additionally, this
    Agreement and Purchase Order #1258 are further subject to FCI providing the
    TI microchip(s) to ASI, which will have the polymer (Chem-Optic Absorption
    Sensor Technology) applied via automation and that all microchips will be
    uniform with regard to the polymer no later than three (3) weeks, or 21
    days, following ASI delivering its approved Breath Delivery Tube assembly
    to FCI, so that ASI may conduct its qualification testing.  In the event
    said microchip(s) has not been supplied to ASI by the aforementioned date,
    ASI shall have the right to cancel this Agreement and the aforementioned
    Purchase Order, unless the time for FCI to deliver the microchip(s) has
    been mutually extended by ASI and FCI.
         
    Subject to the above, ASI will, of course, only sign off and approve the
    Breath Deliver Tube assembly after consultation with FCI with regard to its
    suitability with FCI's technology.
    
32. The parties agree that in the event they subsequently learn that the Wave
    Guide Sensor chemistry and its application with regard to ASI's Breath
    Alcohol equipment is in fact patentable, they shall execute any and all
    documents necessary to convey and assign a fifty (50%) percent ownership
    interest in the patent of FCI's technology as it relates to the Breath
    Alcohol Testing industry and market.
         
         
IN WITNESS WHEREOF; the parties hereto have caused this Agreement to be executed
by their duly authorized officers or representatives.


ALCOHOL SENSORS INTERNATIONAL, LTD.    FCI ENVIRONMENTAL, INC.
 
/s/ John T. Ruocco                          /s/ Geoffrey F. Hewitt
Sr. Executive Vice President                Chief Executive Officer
November 8, 1996                            November 8, 1996