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Certificate Of Incorporation Of Ecsi-dsa, Inc. - ELECTRONIC CONTROL SECURITY INC - 7-17-2000

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Certificate Of Incorporation Of Ecsi-dsa, Inc. - ELECTRONIC CONTROL SECURITY INC - 7-17-2000 Powered By Docstoc
					Exhibit No. 3.9 Certificate of Incorporation of ECSI-DSA, Inc.

FILED OCT 30 1996 LONNA R. HOOKS Secretary of State CERTIFICATE OF INCORPORATION of ECSI-DSA INC. This is to certify that, there is hereby organized a corporation under and by virtue of N.J.S. 14A:1-1 et seq., the "New Jersey Business Corporation Act." 14A:2-7(1)(a) 1. The name of the corporation is ECSI-DSA INC. 14A:2.7(1)(g) 2. The address (and zip code) of this corporation's initial registred office is 190 Moore Street, Suite 306, Hackensack, New Jersey and the name of this corporation's initial registered agent at such address is Richard T. Rapone, Esq. 14A:2-7(1)(b) 3. The purposes for which this corporation is organized are: To engage in any activity within the purposes for which corporations may be organized under the "New Jersey Business Corporation Act." N.J.S. 14A:1-1 et seq.

14A:2-7(1)(c) 4. The aggregate number of shares which the corporation shall have authority to issue is 2,500 no par value

14A:2-7(1)(h) 5. The first Board of Directors of this corporation shall consist of two Director(s) and the name and address of each person who is to serve as such Director is:
Name Arthur Barchenko Mark Barchenko Address 7 Belair Terrace, Wayne, New Jesey 7 Belair Terrace, Wayne, New Jersey Zip Code 07470 07470

14A:2-7(1)(i) 6. The name and address of each incorporator is: Name Address Zip Code Richard T. Rapone, Esq., 190 Moore Street, Hackensack, New Jersey 07601 In Witness Whereof, each individual incorporator, each being over the age of eighteen years, has signed this Certificate; or if the incorporator be a corporation, has caused this Certificate to be signed by its authorized officers, this 29th day of October 1996.
/s/ Richard T. Rapone ---------------------------------------Richard T. Rapone

Certificate of Incorporation of ECSI-DSA INC.

FORWARDED FOR RECORDING AND FILING BY: (INCLUDE ADDRESS AND ZIP CODE) Richard T. Rapone, Esq. Nashel, Kates, Nussman, Rapone & Ellis 190 Moore Street, Suite 306 Hackensack, New Jersey 07601

Exhibit No. 3.10 By-Laws of ECSI-DSA, Inc.

BY-LAWS ECSI-DSA INC. A New Jersey Corporation ARTICLE I - OFFICES The registered office of the Corporation in the State of New Jersey shall be located in the City and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the State of New Jersey as the Board of Directors may, from time to time, determine. ARTICLE II - MEETING OF SHAREHOLDERS Section 1 - Annual Meetings: (Section l4A:5-2*) The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Directors, at the time fixed from time to time by the Directors, provided that the first annual meeting shall be held on a date written thirteen months after the organization of the Corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meting. If any reason the Directors shall fail to fix the time for an annual meeting, such meeting shall be hold on the first Tuesday of Nov. (month). Section 2 - Special Meetings: (Section 14A:5-3) Special meetings of the shareholders shall be held within or without the State of New Jersey. Such meetings may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders not less than ten per cent (10%) of the shares then outstanding and entitled to vote thereat. Section 3 - Place of Meetings: (Section 14A:5-2) Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of New Jersey as the Directors may from time to time fix. * Unless otherwise stated herein, all references to Sections here refer to those sections in Title 14A of the New Jersey Business Corporations Act. By-Laws - 1

Section 4 - Notice of Meetings: (Section 14A:5-4) (a) Written or printed notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, by or at the direction of the president, the secretary, or the officer or the person calling the meeting, not less than ten or more than sixty days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the business to be transacted or the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to dissent and receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder as it appears on the share transfer records of the corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request, with the postage thereon prepaid. (b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, without protesting the lack of notice thereof, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. Section 5 - Quorum: (Section 14A:5-9) (a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Certificate of Incorporation"), or for meetings ordered by the Superior Court called pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey Business Corporations Act, a quorum shall be present at all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy. The subsequent withdrawal of any shareholder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. By-Laws - 2

Section 4 - Notice of Meetings: (Section 14A:5-4) (a) Written or printed notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, by or at the direction of the president, the secretary, or the officer or the person calling the meeting, not less than ten or more than sixty days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the business to be transacted or the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to dissent and receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder as it appears on the share transfer records of the corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request, with the postage thereon prepaid. (b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, without protesting the lack of notice thereof, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. Section 5 - Quorum: (Section 14A:5-9) (a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Certificate of Incorporation"), or for meetings ordered by the Superior Court called pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey Business Corporations Act, a quorum shall be present at all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy. The subsequent withdrawal of any shareholder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. By-Laws - 2

(b) Despite the absence of a quorum at any meeting of shareholders, the shareholders present may adjourn the meeting. Section 6 - Voting: (Sections 14A:5-10 and 14A:5-19) (a) Except as otherwise provided by statute, the Certificate of Incorporation, or these bylaws, any corporate action, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shareholder entitled to vote is required by statute, to be taken by vote of the shareholders, shall be authorized by an affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders of the Corporation. (b) Except as otherwise provided by statute, the Certificate of Incorporation, or these bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation. (c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so either in person or by proxy, so long as such proxy is executed in writing by the shareholder himself, or by his attorney-infact thereunto duly authorized in writing. Every proxy shall be revocable at will unless it is irrevocable as provided for in Section 14A:5-19 of the New Jersey Business Corporation Act. A proxy shall not be revoked by the death or incapacity of the shareholder, but the proxy shall continue to be in force until revoked by the personal representative or the guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the Secretary of the meeting prior to the voting the proxy or votes the shares subject to the proxy by written ballot. A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting such substitution is filed with the Secretary of the Corporation. A telegram, telex, cablegram, or similar transmission by the shareholder, or as a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder shall be treated as a valid proxy. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless otherwise provided in the proxy. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. (d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date. By-Laws - 3

ARTICLE III - BOARD OF DIRECTORS Section 1 - Number. Election and Term of Office: (Section 14A:6-l) (a) The first Board of Directors and all subsequent Boards of the Corporation shall consist of ( ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of Directors shall not be less than the number of shareholders. The Board of Directors shall have the power, in the interim between annual and special meetings of the shareholders, to increase or decrease their number within the minimum herein before prescribed. (b) Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election. (c) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his election or until his prior death, resignation or removal. Section 2 - Duties and Powers: (Section 14A:6-l) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders. Section 3 - Annual Meetings: Notice: (Section 1 4A:6- 10) (a) An annual meeting of the Board of Directors shall be held either within or without the State of New Jersey at such time and at such place as the Board shall fix; so long as such meeting immediately follows the annual meeting of the shareholders and is at the place of such annual meeting of shareholders. In the absence of the Board fixing such time and place, such meeting shall be held at noon on the first Tuesday of Nov. (month). (b) No notice shall be required of any regular meeting of the Board of Directors and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting when such time and place was fixed before such change, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this By-Laws - 4

Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4. Section 4 - Special Meetings: Notice: (Section 14a:6-l0) (a) Special meetings of the Board of Directors shall be held at such time and place as may be specified in the respective notices or waivers of notice thereof. (b) Except as otherwise required statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the business to be transacted at or the purposes or purposes of the meeting. (c) Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. Section 5 - Chairperson: (Section 14A:6-15) The Chairperson of the Board, if any and if present, shall preside at all meetings of the Board of Directors. If there shall be no Chairperson, or he or she shall be absent, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside. Section 6 - Quorum and Adjournments: (Section 14A:6-7) (a) At all meetings of the Board of Directors, or any committee thereof, the presence of a majority of the entire Board, or such committee thereof, shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these ByLaws. (b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the sane from time to time without notice, until a quorum shall be present. Section 7 - Manner of Acting: (Section 14A:6-7 & 6-10) (a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold. By-laws-5

(b) Except as otherwise provided by statute, by the Certificate of Incorporation, or these ByLaws, action approved by a majority of the votes of the Directors present at any meeting of the Board or any committee thereof, at which a quorum is present shall be the act of the Board of Directors or any committee thereof. Any action authorized in writing made prior or subsequent to such action, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors, or any committee thereof, and have the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or committee for all purposes and may be stated as such in any certificate or document filed with the Secretary of the State of New Jersey. (c) Where appropriate communications facilities are reasonably available, any or all directors shall have the right to participate in any Board of Directors meeting, or a committee of the Board of Directors meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other. Section 8 - Vacancies: (Section 14A:6-5) (a) Any vacancy in the Board of Directors occurring by reason of an increase in the number of Directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a Director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or other cause, shall be filled by an affirmative vote of a majority of the remaining directors, though less than a quorum of the Board or by a sole remaining Director, at any regular meeting or special meeting of the Board of Directors called for that purpose. (b) Unless otherwise provided for by statute, the Certificate of Incorporation or these Bylaws, when one or more directors shall resign from the board and such resignation is effective at a future date, a majority of the directors, then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote otherwise to take effect when such resignation or resignations hall become effective. Section 9 - Resignation: (Section 14A:6-3) A Director may resign at any time by giving written notice to the Corporation. Such resignation shall be effective upon receipt thereof by the Corporation, or at such subsequent time as shall be specified in such resignation. Section 10- Removal: (Section 14A:6-6) One or more or all the Directors of the Corporation may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board. By-laws-6

Section II - Salary: (Section 14A:6-6) The Board of Directors may authorize and establish reasonable compensation of the Directors for services to the Corporation as Directors, including, but not limited to attendance at any annual or special meeting of the Board. Section 12 - Contracts: (Section 14A:6-8) (a) Any contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any Director be liable in any way by reason of the fact that any one or more of the Directors of this Corporation is or are interested in, or is a Director or officer or are Directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors before the Board of Directors approves or ratifies such contract or other transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such Director at the meeting at which such action is taken. Such Director or Directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. (b) Any actions taken at a meeting of any such committee provided for herein shall be reported to the Board at its next meeting following such committee meeting; except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting. (c) The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law. Section 13 - Committees: (Section 14A:6-9) The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board and, unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors. ARTICLE IV - OFFICERS Section I - Number. Qualifications. Election and Term of Office (Section 14A:6-15) (a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairperson of the Board of Directors, and one or more Vice Presidents, By-Laws-7

as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary. (b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. (c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, subject to earlier termination by his or her death, resignation or removal. (d) Each officer shall have the authority to perform such duties as may be provided for in these ByLaws or as may be determined, from time to time, by resolution of the Board not inconsistent with these ByLaws. (e) Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or these ByLaws to be executed, acknowledged, or verified by two or more officers. Section 2 - Resignation: (Section 14A:6-16) Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 3 - Removal: (Section 14A:6-16) Any officer elected by the Board of Directors may be removed, either with or without cause, and a successor elected by the Board at any time. Any officer elected by the shareholders may be removed, with or without cause, only be vote of the shareholders, but his authority to act as an officer may be suspended by the Board of Directors for cause. Section 4 - Vacancies: (Section 14A:6-5) (a) A vacancy, however caused, occurring in the Board and any newly created Directorships resulting from an increase in the authorized number of Directors may be filled by the Board of Directors, even though there is less than a quorum of the Board, or by the sole remaining Director. (b) Whenever one or more Directors shall resign from the Board effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. By-Laws-8

(c) Any directorship not filled by the Board, may be filled by the shareholders of the corporation at any annual or special meeting called for that purpose. (d) If the Corporation has, for any reason, no Directors in office, any shareholder or executor or administrator of a deceased shareholder my call a special meeting of shareholders for the election of Directors. Section 5 - Duties of Officers: (Section 14A:6-l) Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such authority and perform such duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these ByLaws, or may from time to time be specifically conferred or imposed by the Board of Directors, not inconsistent with these Bylaws. Section 7- Shares of Other Corporations: (Section 14A:6-15) The President, any Vice President, or such other person as the Board of Directors may authorize, may execute any proxy, consent, or right to vote possessed by the Corporation in shares of stock owned by the Corporation, subject to the direction of the Board of Directors. Section 8 - Compensation: (Section 14A:6-8) The Compensation of the officers of the Corporation, shall be fixed from time to time by the Board of Directors. ARTICLE V - SHARES OF STOCK Section 1 - Certificate of Stock: (Section 14A:7-11 & 14A:7-13) (a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. The certificates representing shares of the Corporation shall bear the holder's name and the number of shares, and; (i) shall be signed in the name of the Corporation by the Chairperson or Vice-Chairperson of the Board or the President, and may be countersigned by the Treasurer or the Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation; and (ii) shall state upon the face thereof that the Corporation is organized under the laws of New Jersey; the name of the person to whom issued; and the number and class of shares, and the designation of the series, if any, which such certificate represents; and (iii) may bear the corporate seal or a facsimile thereof. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were an officer at the date of its issue. By-Laws-9

Within a reasonable time after the issuance of by the Board or the transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or states on certificates by this subsection of these Bylaws. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. (b) If the Corporation is authorized in its Certificate of Incorporation to issue shares of more than one class and such shares are certificated, such certificate shall set forth upon or the back thereof, a full statement: (i) of the designations, relative rights, preferences and limitation s of the shares of each class and series authorized to be issued, so far as the same has been determined; and (ii) of the authority of the Board to divide the shares into classes or series and to determine and change the relative rights, preferences and limitation s of any class or series; or (iii) shall set forth that the Corporation shall furnish to any shareholder, upon request and without charge, such a full statement. (c) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law. (d) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided. Section 2 - Lost or Destroyed Certificates: ((Section 12A:8-405) The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates to be issued in place of any certificate or certificates, theretofore issued by the Corporation alleged to have been lost, stolen or destroyed if the owner: (a) so requests before the Corporation has notice that the shares have been acquired by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity bond; and (c) satisfies such other requirements, including evidence of such loss, theft or destruction, as may be imposed by the Corporation. By-Laws-10

Section 3 - Transfers of Shares: (Section 14A:7-12) (a) Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon the Record Books of the Corporation. (b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 4 - Record Date: (Section 14A:5-7) (a) The Board of Directors may fix, in advance, a date not exceeding sixty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for a shareholders entitled to notice of meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business (b) If no record date is fixed, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. ARTICLE VI- DIVIDENDS (Section 14A:7-l4) Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine so long as after the payment of such dividend the Corporation: (a) is still able to pay its debts as they become due in the ordinary course of business; and (b) the Corporation's total assets are greater than its total liabilities. ARTICLE VII- FISCAL YEAR The fiscal year of the Corporation shall be fixed, and shall be subject to changed by the Board of Directors from time to time, subject to applicable law. By-Laws-11

ARTICLE VIII- CORPORATE SEAL [Section 14A:3-l(c)] The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. ARTICLE IX - AMENDMENTS (Section 14A:2-9) Section 1 - Initial Bylaws: The initial Bylaws of the Corporation shall be adopted by the Board of Directors at its organizational meeting. Section 2 - By Shareholders: All Bylaws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors. Section 3 - By Directors: The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation; however, Bylaws made by the Board may be altered or repealed, and new Bylaws made by the shareholders. ARTICLE X - INDEMNITY (Section 14A:3-5) (a) To the extent permitted by law: the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expense, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to be best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a Director, Officer, By-Laws-12

employee or agent of the Corporation, or is or was serving at the request of the Corporation, as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (c) To the extent that a Director, Officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding refereed to in subsection (a) and (b) of this Article and Section, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses, including attorneys" fees actually and reasonably incurred by him/her in connection therewith. (d) Any indemnification under subsections (a) or (b) of this Article and Section, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in subsections (a) or (b) of this Article and Section. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such pa quorum is not obtainable, or, even if obtainable as a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders of the Corporation. (e) Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized the manner provided in subsection (d) of this Article and Section upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount unless it shall ultimately e determined that he/she is entitled to be indemnified by the Corporation as authorized in this Article and Section. (f) The indemnification provided by this Article and Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, but has to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. By-Laws - 13

Exhibit No. 4.1 Specimen Form of Common Stock Certificate

Specimen Stock Certificate of Electronic Control Security Inc. Incorporated under the Laws of the State of New Jersey

Specimen Form of Common Stock Certificate

Exhibit No. 4.2 Form of Redeemable Common Stock Purchase Warrant Issued to Public in 1987

[Specimen of Redeemable Warrant Certificate of Electronic Control Security Inc.] [SPECIMEN OMITTED]

[Reverse of Specimen of Redeemable Warrant Certificate of Electronic Control Security Inc.] [REVERSE OF SPECIMEN OMITTED]

Exhibit No. 4.3 Form of Qualified Stock Option Certificate

ELECTRONIC CONTROL SECURITY INC. INCENTIVE STOCK OPTION CERTIFICATE For valuable consideration, receipt of which is hereby acknowledged, ELECTRONIC CONTROL SECURITY INC., a New Jersey corporation (hereinafter called the "Company"), hereby grants to JOYCE SUNSHINE whose address is 20 Mt. Washington Drive, Clifton, NJ 07013 (hereinafter called the "Optionee"), an Incentive Stock Option (the "Option"), subject to the terms and conditions hereof, to purchase from the Company an aggregate of twenty thousand (20,000) shares of the common stock, par value $.001 per share, (the "Common Stock") of the Company, subject to adjustment as provided for in Section 7 of this Incentive Stock Option Certificate. The Option is granted upon all of the terms and conditions set forth in this Incentive Stock Option Certificate and is subject to all of the terms of the Electronic Control Security Inc. Incentive Stock Option Plan adopted on September 16, 1986 (the "Plan"). 1. Purchase Price. The option price for the shares of Common Stock which may be acquired upon the exercise of the Option shall be $.10 per share, subject to adjustment as provided in Section 7 hereof. The option price is not less than the fair market value of a share of the Common Stock of the Company on the date of this Incentive Stock Option Certificate.* 2. Exercise of Option Except as provided in Sections 5 and 6 hereof, the Option may be exercised only prior to the expiration of ten (10) years from the date hereof**, and as to the following respective number of shares of Common Stock of the Company: 1

provisions of Section 6 hereof; provided that any such termination of the Option under the foregoing provisions of this Section 4 will not prejudice any rights or remedies which the Company or any subsidiary of the Company may have under the Plan or this Incentive Stock Option Certificate or otherwise. 5. Exercise Upon Cessation of Employment Except as otherwise provided in Section 6, any Option granted to Optionee, which is otherwise exercisable, shall expire immediately if such Optionee voluntarily terminates his employment with the Corporation without the written consent of the Corporation. Any Option granted to Optionee, which is otherwise exercisable, shall terminate upon involuntary termination of employment of an Optionee or voluntarily termination with the written consent of the Company. Notwithstanding the foregoing, the Option will not be affected by any change of duties or position of the Optionee so long as the Optionee continues to be an employee of the Company or any subsidiary of the Company. If the Optionee is granted a temporary leave of absence, such leave of absence shall be deemed a continuation of the employment of the Optionee by the Company or any subsidiary thereof for the purposes of this Option Certificate during the term of such authorized leave of absence, but only if and so long as the Company or the subsidiary which employs the Optionee consents to such authorized leave of absence. 6. Exercise Upon the Death, Retirement or Disability of the Optionee (a) If the Optionee dies while in the employ of the Company or any subsidiary of the Company, the Option may, subject to the provisions of Sections 4 and 5 hereof, be exercised as to all the shares of Common Stock subject to the Option by the executor or administrator of such deceased Optionee or by such other person at the time entitled by law to the rights of such deceased Optionee under the Option, at any time within six (6) months after death, but in no event after the expiration of the term of the Option pursuant to Section 3. 4

(b) In the event that the employment of the Optionee by the Company or a subsidiary of the Company is terminated by reason of the "disability" of the Optionee, the Option may be exercised as to all shares subject to the Option by the Optionee at any time within one (1) year after the date of such termination of employment, but in no event after the expiration of the term of the Option. For purposes of the Plan, the term "disability" shall mean a physical or mental disability as defined in Section 105 of the Code. (c) In the event that the employment of the Optionee by the Company or a subsidiary of the Company is terminated by reason of the retirement of the Optionee, the Option may be exercised by the Optionee (to the extent otherwise exercisable on the date of the retirement of the Optionee) at any time within three (3) months after the date of such retirement, but in no event after the Termination Date specified in Section 4 of this Incentive Stock Option Certificate. 7. Adjustments If (a) the Company shall at any time be involved in a transaction to which subsection (a) of Section 425 of the Internal Revenue Code is applicable; (b) the Company shall declare a dividend payable in, or shall subdivide or combine, its Common Stock; or (c) any other event shall occur which in the judgment of the Committee or the Board of Directors of the Company necessitates action by way of adjusting the terms of the outstanding options, the Committee shall recommend to the Board of Directors of the Company any such action as in its judgment it deems necessary to preserve to the Optionee rights substantially proportionate to the rights existing prior to such event. The determination of the Board of Directors of the Company with respect to any such adjustment shall be conclusive and binding upon the Optionee. No adjustments made pursuant to the provisions of this Section 7 shall constitute a modification of the Option within the meaning of Section 425(h) of the Code. 5

8. Registration and Resale (a) The shares of Common Stock subject to, and issuable upon the exercise of, the Option may be issued to the Optionee without registration under the Securities Act of 1993, as amended (the "Securities Act") and, if required upon the request of counsel to the Company, the Optionee shall give a representation as to his investment intent with respect to such shares prior to their issuance as set forth in Section 9. (b) Upon any sale or transfer of the Common Stock purchased upon exercise of the Option, the Optionee shall, if requested by the Company, deliver to the Company an opinion of counsel satisfactory to counsel to the Company to the effect that either (i) the shares of Common Stock to be so sold or transferred have been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Section 10(a) of the Securities Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (ii) such shares of Common Stock may then be sold without violating Section 5 of the Securities Act. (c) If required by counsel for the Company the certificates representing shares of Common Stock issued upon exercise of the Option shall bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED. 9. Method of Exercise of Option Subject to the provisions of the Plan and this Option Certificate, the Option may be exercised by written notice to the Company from the person or persons entitled to exercise the Option, stating the number of shares with respect to which it is being exercised and accompanied by payment of the Option Price by (a) certified or bank cashier's check payable to the order of the Company, (b) shares of Common Stock of the Company owned by the Optionee or (c) any other consideration 6

acceptable to the Committee or, in the absence of a Committee, to the Board of Directors. If required by counsel to the Company, the notice of exercise shall be accompanied by representation and agreements to investment intent, in form satisfactory to counsel to the Company. As soon as practicable after receipt of such notice and payment, the Company shall, without transfer or issue tax or other incidental expense to the Optionee, deliver to the Optionee at 20 Mt. Washington Drive, Clifton, NJ 07013 or such other place as may be mutually acceptable, or, at the election of the Committee, by first-class insured mail addressed to the Optionee at the address of the Optionee as indicated in the employment records of the Company, a certificate or certificates for such shares of Common Stock of the Company or reacquired shares of its Common Stock, as the Company may, in its sole discretion elect. The Company may postpone the time of delivery of certificates for shares of its Common Stock for such additional time as the Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange upon which the shares of Common Stock of the Company may be listed or the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated under either of said Acts or the requirements of applicable state laws relating to authorization, issuance or sale of securities. If the Optionee fails to accept delivery of and pay for all or any part of the number of shares specified in such notice upon tender of delivery thereof, the right of the Optionee to exercise the Option with respect to such undelivered shares may be terminated at the discretion of the Company. The Option may be exercised only with respect to full shares, and no fractional shares will be issued upon exercise of the Option. 10. Right to Terminate Employment The right of the Company or a subsidiary to terminate (whether by dismissal, discharge, retirement or otherwise) the employment of the Optionee by the Company or the 7

subsidiary at any time at will or as otherwise provided by any agreement between the Company or any subsidiary and the Optionee is specifically reserved and is not affected by the grant of the Option. Neither the Optionee nor any person entitled to exercise the rights of the Optionee in the event of the death of the Optionee shall have any of the rights of a stockholder with respect to the shares subject to the Option, except to the extent that the Option has been exercised. 11. Notice to the Company Upon Disposition of Shares Acquired Upon Exercise of the Option In the event that the Optionee disposes (whether by sale, exchange, gift or otherwise) of any shares of Common Stock acquired by the Optionee pursuant to the exercise of the Option within two years from the date hereof or within one year after the transfer of such shares to the Optionee upon the exercise of the Option, the Optionee shall notify the Company of such disposition no later than 30 days after the date of such disposition. 12. Amendment Notwithstanding anything to the contrary contained in this Incentive Stock Option Certificate, the Option may be amended by the Company retroactively and at any time to conform to the provisions of the Internal Revenue Code and the Treasury Regulations promulgated thereunder in order that the Option and the other options under the Plan may qualify as "Incentive Stock Options" within the meaning of Section 422A of the Internal Revenue Code, and no such amendment shall be considered prejudicial to the rights of the Optionee. 13. Termination The Option shall be wholly void and of no effect after Termination Date specified in Section 3 hereof 8

IN WITNESS WHEREOF, Electronic Control Security Inc., has caused this Option Certificate to be executed by its officers, thereunto duly authorized, as of the 2nd day of January, 1998.
ATTEST: ELECTRONIC CONTROL SECURITY INC.

--------------------------

-------------------------------Arthur Barchenko President and CEO

ACCEPTED AND AGREED TO:

-------------------------(the Optionee)

Exhibit No. 4.4 Form of Non-Qualified Stock Option Certificate

NONSTATUTORY STOCK OPTION AGREEMENT UNDER ELECTRONIC CONTROL SECURITY INC. NONSTATUTORY STOCK OPTION PLAN AGREEMENT made this 16th day of November, 1999 between ELECTRONIC CONTROL SECURITY INC., (the "Company") a New Jersey corporation, and GENE RABOIS, 29 Jonathan Drive, Edison, NJ 08820 (the "Optionee"), a consultant to the Company or one of its parent or subsidiary corporations. WHEREAS, the Board of Directors of the Company has determined to grant the option provided for herein to the Optionee, and the Optionee has accepted the same within thirty days of the date first above written as evidenced by his dated signature hereafter. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Grant of Option. The Company grants to the Optionee the right and option to purchase from the Company, on the terms and conditions hereinafter set forth, all or any part of an aggregate of fifty thousand (50,000) shares of the authorized but unissued Common Stock of the Company, at the purchase price of $.30 per share, as the Optionee may from time to time elect, exercisable at the time for the number of shares as follows: (a) on or after January 2, 2000 to and including January 1, 2001, 25,000 shares; (b) on or after January 2, 2001 to and including January 1, 2002, 25,000 shares; (c) on or after ________, _____ to and including ____________, ___________ _________ shares; and 1

(d) on or after ______________, _______ to and including ______________ _______ (hereinafter referred to as the "terminal date") 50,000 shares. Except as otherwise provided herein, if the Optionee does not purchase in a specified period the full number of shares to which he is entitled, he may purchase such shares in the subsequent period in addition to the shares which he would otherwise be entitled to purchase in such subsequent period. No partial exercise of such option shall be for less than 1,000 full shares and in no event shall the Company be required to issue fractional shares. Anything contained herein to the contrary notwithstanding, if the Optionee shall be, as of the date hereof, a non-employee director of the Company, options granted hereunder shall not be exercisable earlier than one year from the date hereof; thereafter, such options may be exercised only in installments of no more than 25% per year and such options shall be exercisable only within five years from the date hereof. 2. Method of Exercise. The option granted hereunder shall be exercisable from time to time, as hereinabove provided, by payment to the Company in cash of the purchase price of the shares which the Optionee shall then elect to purchase or pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, by delivery to the Company of such number of shares of the Company's Common Stock having a fair market value (as determined by the Committee) equal to said purchase price. The Company shall not be required to issue or deliver any certificate or certificates for shares of the Company's Common Stock purchased from time to time upon exercise of the option granted hereunder until the conditions set forth in Paragraph 8 hereof are satisfied. In addition, the Optionee shall promptly pay upon notification of the amount due and prior to, or concurrently with, the delivery to the Optionee of a certificate representing such shares any amount necessary to satisfy applicable federal, state or local tax requirements. Payment for the shares shall be accompanied by a written request for the shares to be purchased and such payment and written request shall be directed to the Treasurer of the Company. 2

3. Termination of Option. The option an all rights granted hereunder, to the extent such rights have not been exercised, shall terminate and become null and void on the terminal date or sooner upon the Optionee's ceasing to be a consultant to the Company, its parent or subsidiary corporations (or by a corporation or subsidiary of such corporation issuing a new stock option or assuming such stock option in a transaction to which Section 425 of the Code is applicable), unless (i) such cessation shall be because of (a) involuntary termination which the Board of Directors in its sole discretion shall determine to be without cause, (b) voluntary resignation (which must be with the consent of the Board of Directors) or (c) retirement in accordance with and as permitted by the terms and conditions of a retirement plan adopted by the Company, its parent or subsidiary corporations, in which case the option shall be exercisable within a period of three months following the cessation date, or (ii) such cessation shall be because of disability or death (or death shall occur within three months of such cessation), in which case the option shall be exercisable within a period of one year following the cessation date by the Optionee, his guardian of legal representative in the case of disability, or the estate of the Optionee or by the person or persons to whom the Optionee's rights under the option shall pass by the Optionee's will or the laws of descent and distribution in the case of death; provided, however, that an option may be exercised only to the extent it was exercisable by the Optionee on the date of his ceasing to be a director or employee and in no event may an option be exercised after the expiration date thereof. 4. Limitation upon Transfer. During the lifetime of the Optionee the option and all rights granted hereunder shall be exercisable only by the Optionee or by his guardian or legal representative and except as otherwise provided in Paragraph 3 hereof, the option and all rights granted hereunder shall not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall 3

not be subject to execution, attachment or similar process. Upon any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of such option or of such rights contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option or such rights, such option and such rights shall immediately become null and void. 5. Adjustments in Case of Changes in Stock. In the event there is any change in the Common Stock of the Company by reason of a stock dividend paid with respect to the Common Stock of the Company, or a recapitalization, a reclassification, a stock split or a combination of shares with respect to such Common Stock, or if the outstanding Common Stock of the Company should, by reason of a merger, consolidation, acquisition of stock or property, separation, reorganization or liquidation to which the Company is a party, be exchanged for other shares of the Company or of another corporation which is a party to such transaction, the number of shares which may be made subject to option and issued under the Plan shall be adjusted as the Board of Directors of the Company shall determine to be appropriate to reflect the change or exchange. In the event of any such change or exchange, the option which has been granted hereunder shall apply to the shares into or for which the Common Stock covered by the options would have been changed, and the option price per share shall be adjusted, as the Committee shall determine to be appropriate. 6. Listing and Registration of Shares. The Company shall not be required to issue or deliver any shares of stock upon the exercise of this option prior to (a) the admission or such shares to listing on any stock exchange on which the Company's Common Stock may then be listed, and (b) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Company shall determine to be necessary or advisable. The Company shall not be required to issue or deliver 4

any shares of stock upon the exercise of an option free of transfer restrictions, of any kind or character, imposed under applicable state or federal law, rules or regulations. 7. Stock as Investment. By accepting this option, the Optionee acknowledges for himself, his heirs, and legatees that any and all shares purchased hereunder shall be acquired for investment and not for distribution, and prior to the issuance and delivery of any or all of the shares subject to the option granted hereunder, the Optionee's or his heirs or legatees receiving such shares, shall, if the Optionee shall so request, deliver to the Optionee a representation in writing that such shares are being acquired in good faith for investment and not for distribution. 8. Rights as Shareholder. Neither the Optionee's nor is heirs, legatees, guardians or legal representatives shall be or have any rights or privileges of a shareholder of the Company in respect of shares to be issued and delivered upon exercise of the option granted hereunder unless and until certificates representing such shares shall have been issued, executed, delivered and registered on the Company's transfer books. 9. Interpretation. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. This Agreement shall not be effective unless and until the Plan is effective. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Optionee and the Company and its successors if executed by the Optionee within thirty days after the date first above 5

written which date first above written is the date of the granting of the option by the Committee. If the Optionee shall fail to execute this Agreement within said thirty day period, his option shall automatically be terminated. Nothing herein contained shall confer upon the Optionee any right with respect to continuous employment by, or service as a director or consultants of, the Company or its parent or subsidiary corporations, nor interface in any way with the right of the Company or its parent or subsidiaries to terminate the Optionee's employment or change his compensation at any time. IN WITNESS WHEREOF, the Company had caused this Agreement to be executed by its President or one of its Vice Presidents and the same has been ratified by a member of the Committee, all as of the day and year first above written. ELECTRONIC CONTROL SECURITY, INC.
By: /s/ [Illegible] -----------------------------President

Optionee:
/s/ Gene Rabois ---------------------------------Name: Gene Rabois

Address:

29 Jonathan Drive Edison, NJ 08820

6

Exhibit No. 10.1 Patent License and Technical Information Agreement Relating to Fiber Optic Sensing Systems dated as of January 15, 1997 between Lucent Technologies Inc. and Electronic Control Security Inc.

PATENT LICENSE AND TECHNICAL INFORMATION AGREEMENT between LUCENT TECHNOLOGIES INC. and ELECTRONIC CONTROL SECURITY iNC. Effective as of January 15, 1997 Relating to Fiber Optic Sensing Systems

PATENT LICENSE AND TECHNICAL INFORMATION AGREEMENT TABLE OF CONTENTS ARTICLE I - GRANTS OF LICENSES
1.01 1.02 1.03 1.04 1.05 Grant Duration Scope Ability to Provide Licenses Warranty

ARTICLE II - TRANSFER AND USE OF TECHNICAL INFORMATION
2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 Furnishing of Information Non-Transmission U.S. Export Control Grant Procurement Accuracy Nothing Construed ECSI's Duties

ARTICLE III ROYALTY AND PAYMENTS
3.01 3.02 3.03 3.04 3.05 Royalty Calculation Accrual Exclusions Records and Adjustments Reports and Payments

ARTICLE IV - TERMINATION
4.01 4.02 4.03 Termination for Breach Voluntary Termination Survival

ARTICLE V - MISCELLANEOUS PROVISIONS
5.01 5.02 5.03 5.04 5.05 Disclaimer Publicity Nonassignability Address Taxes

1

5.06 5.07 5.08 5.09 5.10

Choice of Law Integration Agreement Prevails No Patent License Dispute Resolution

DEFINITIONS APPENDIX 1

PATENT LICENSE AND TECHNICAL INFORMATION AGREEMENT This Patent License and Technical Information Agreement ("Agreement"), effective as of January 15, 1997, is between the following Parties: LUCENT TECHNOLOGIES INC., a Delaware corporation ("LUCENT"), having an office at 600 Mountain Avenue, Murray Hill, New Jersey 07974, and ELECTRONIC CONTROL SECURITY INC., a New Jersey corporation ("ECSI"), having an office at 23 Just Road, Fairfield, New Jersey 07004. The Parties agree as follows: ARTICLE I GRANTS OF LICENSES 1.01 Grant LUCENT grants to ECSI under LUCENT's PATENT personal, nonexclusive and nontransferable licenses to make, have made, use, lease, sell offer for sale and import OPTICAL FIBER SENSING SYSTEMs. 1.02 Duration All licenses granted herein shall continue for the entire unexpired term of LUCENT's PATENT. 1.03 Scope (a) Licenses granted under this Article I are not to be construed either (i) as consent by LUCENT to any act which may be performed by ECSI, except to the extent impacted by LUCENT's PATENT, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law. (b) The grant of each license under this Article I includes the right of ECSI to grant sublicenses within the scope of such license to ECSI's SUBSIDIARIES for so long as they remain its SUBSIDIARIES. Any such sublicense may be made effective retroactively, but not prior to the effective date hereof, nor prior to the sublicensee's becoming a SUBSIDIARY of ECSI. *Any term in capital letters which is defined in the Definitions Appendix shall have the meaning specified therein.

1.04 AbIlity to Provide Licenses LUCENT's failure to meet any obligation hereunder, due to the assignment of title to any invention or patent, or the granting of any licenses, to the United States Government or any agency or designee thereof pursuant to a statute or regulation of, or contract with, such Government or agency, shall not constitute a breach of this Agreement. 1.05 Warranty LUCENT warrants to ECSI that LUCENT is the owner of LUCENTs PATENT and that it has the right to grant to ECSI the license described herein. ARTICLE II TRANSFER AND USE OF TECHNICAL INFORMATION 2.01 Furnishing of Information (a) LUCENT agrees to allow ECSI to obtain TECHNICAL INFORMATION. (b) Section 2.01(a) does not apply to any TECHNICAL INFORMATION previously furnished for limited use to ECSI. Any and all such previously furnished information shall be deemed also furnished hereunder to ECSI as of the effective date hereof. (c) ECSI shall, without charge to LUCENT, disclose and furnish promptly to LUCENT any and all information derived from the TECHNICAL INFORMATION relating to OPTICAL FIBER SENSING SYSTEMs, and developed by ECSI's personnel solely or jointly with anyone prior to the expiration of five (5) years following the last furnishing of any TECHNICAL INFORMATION to ECSI under this Agreement. (d) LUCENT and/or its SUBSIDIARlES shall have unrestricted, nonexclusive, fee-free rights (including nonexclusive, fee-free license rights for any patentable inventions) for all purposes to reproduce, use, and have used, in whole or in part, such information disclosed and furnished pursuant to Section 2.01(c), as well as articles made therewith or incorporating the inventive concepts thereof, (and to disclose any such information in connection with the reproduction, sale, use, making or the having made, of such article) without accounting to ECSI or any assignee or beneficiary thereof. (e) ECSI shall use its best efforts to acquire rights to such information disclosed and furnished pursuant to Section 2.01(c), so that LUCENT and its SUBSIDIARIES shall receive the rights provided in this Section 2.01. 2

2.02 Non-Transmission ECSI agrees that it will not, without the prior written consent of LUCENT, transmit, directly or indirectly, TECHNICAL INFORMATION or any portion thereof to any country outside of the United States. 2.03 U.S. Export Control ECSI hereby assures LUCENT that it does not intend to and will not knowingly, without the prior written consent, if required, of the Office of Export Licensing of the U.S. Department of Commerce, P.O. Box 273, Washington, D.C. 20044, transmit directly or indirectly: (i) any TECHNICAL INFORMATION; or (ii) any immediate product (including processes and services) produced directly by the use of TECHNICAL INFORMATION; or (iii) any commodity produced by such immediate product if the immediate product of TECHNICAL INFORMATION is a plant or a major component of a plant; to (1) Haiti, Iran, Iraq, the People's Republic of China, Syria, those areas of the Republic of Bosnia and Herzegovina that continue under the control of Bosnian-Serb military forces, or to any Group Q, S, Y or Z country specified in Supplement No. 1 to Part 770 of the Export Administration Regulations issued by the U.S. Department of Commerce or (2) any national or resident of the foregoing countries. In addition, if the immediate product of any of TECHNICAL INFORMATION is a plant or a major component of a plant, ECSI hereby assures LUCENT that any and all requirements of the Export Administration Regulations (including obtaining necessary assurances or licenses) will be satisfied with respect to any controlled commodity produced by such plant. 2.04 Grant (a) LUCENT grants to ECSI a personal and nonexclusive right to use the TECHNICAL INFORMATION solely in the United States and solely for the manufacture in ECSI's factories of OPTICAL FIBER SENSING SYSTEMs and of maintenance parts therefor. 3

(b) ECSI may grant to ECSI's SUBSIDIARIES, for so long as they remain its SUBSIDIARIES, rights within the scope of the rights granted to ECSI by LUCENT under this Article II. The grant of any such rights may be made effective retroactively, but not prior to the effective date of this Agreement, nor prior to the date of the grantee's becoming a SUBSIDIARY of ECSI. 2.05 Procurement (a) LUCENT grants to ECSI a personal and nonexclusive right, as an attribute of the right granted in Section 2.04, to disclose to any supplier or prospective supplier in the United States only those portions of TECHNICAL INFORMATION which are necessary for the procurement by ECSI of parts and subassemblies for OPTICAL FIBER SENSING SYSTEMs. (b) ECSI agrees that it will not make any part of TECHNICAL INFORMATlON available to any such supplier or prospective supplier except on the agreement in writing (of which a copy will be furnished to LUCENT promptly upon its request) of such supplier or prospective supplier that it accepts as its own ECSI's commitments under Sections 2.02 and 2.03 and the confidentiality obligations of Section 2.08, that it will use all information received from ECSI only for the purpose of supplying to ECSI items of the type to be procured by ECSI pursuant to Section 2.05(a) and that it will promptly return or destroy each and every part of TECHNICAL INFORMATION as directed by ECSI. 2.06 Accuracy LUCENT believes that the TECHNICAL INFORMATION is true and accurate, but LUCENT and its SUBSIDIARIES shall not be held to any liability for errors or omissions therein. LUCENT warrants to ECSI that LUCENT is the owner of the TECHNICAL INFORMATION and it has the right to grant to ECSI the licenses described herein. 2.07 Nothing Construed Neither the execution of this Agreement nor anything in it or in the TECHNlCAL INFORMATION shall be construed as: (i) an obligation upon LUCENT or its SUBSIDIARIES to furnish any person or entity, including ECSI, any assistance of any kind whatsoever, or any information other than the TECHNICAL INFORMATION, or to revise, supplement or elaborate upon the TECHNICAL INFORMATION; or 4

(ii) providing or implying any arrangement or understanding that LUCENT or its SUBSIDIARIES will make any purchase, lease, examination or test or give any approval. 2.08 ECSI's Duties ECSI agrees: (i) that ECSI will not use any TECHNICAL INFORMATION except as authorized herein; (ii) that ECSI shall hold all of the TECHNICAL INFORMATION in confidence for LUCENT, shall not make any disclosure of any or all of such TECHNICAL INFORMATION to anyone, except to employees of ECSI who have a need to know and to any others to whom such disclosure may be expressly authorized hereunder and is necessary to implement the use for which rights are granted hereunder, and that ECSI shall appropriately notify each person to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such person; provided that ECSI shall not be required so to do in respect of portions of the TECHNICAL INFORMATION, if any, (a) which LUCENT agrees in writing were previously known to ECSI free of any obligations to keep confidential, or (b) which ECSI demonstrates to LUCENT's satisfaction have become generally known to the public, provided that such public knowledge was not the result of any act attributable to ECSI, or (c) which LUCENT otherwise explicitly agrees in writing need not be kept confidential; (iii) that, unless otherwise agreed to in writing by LUCENT, ECSI will continue to pay fees and perform recordkeeping and reporting obligations, in accordance with the provisions of this Agreement, with respect to OPTICAL FIBER SENSING SYSTEMs, notwithstanding any applicability of any exception of Section 2.08(ii) to any or all of the TECHNICAL INFORMATION; (iv) that ECSI will not, without LUCENT's, express written permission, make or have made, or permit to be made, more copies of any of the furnished TECHNICAL INFORMATION than are necessary for its use hereunder, and that each such copy shall contain the same proprietary notices or legends which appear on the furnished TECHNICAL INFORMATION; and (v) that all TECHNICAL INFORMATION shall be deemed the property of LUCENT, and upon any termination of all rights granted to ECSI 5

hereunder pursuant to Article IV of this Agreement, ECSI shall immediately cease all use of TECHNICAL INFORMATION and shall, as directed by LUCENT, promptly destroy or deliver to LUCENT each and every part specified by LUCENT of TECHNICAL INFORMATION then under ECSI's control. ARTICLE III ROYALTY AND PAYMENTS 3.01 Royalty Calculation (a) ECSI shall pay to LUCENT the sum of fifty thousand United States dollars (U.S. $ 50,000.00). Such sum shall be paid to LUCENT in three installments as follows: a first installment of twenty thousand United States dollars (U.S. $20,000.00) shall be paid within ninety (90) days after the execution of this Agreement by both Parties; a second installment of fifteen thousand United States dollars (U.S. $15,000.00) shall be paid within thirty (30) days of July 1, 1997; and a third installment of fifteen thousand United States dollars (U.S. $15,000.00) shall be paid within thirty (30) days of November 1,1997. (b) Thereafter, ECSI shall make minimum annual royalty payments of ten thousand United States dollars (U.S. $ 10,000.00) within sixty (60) days after each annual period beginning on January 1st, commencing with the annual period beginning on January 1, 1998. Each such minimum annual royalty payment shall be credited with respect to royalties that may become payable pursuant to Section 3.01(c) for each respective annual period ending on the following December 31st. In no event shall any minimum annual royalty payments made under this Section 3.01 (b) or any portion thereof be refunded to ECSI. (c) Royalty shall be payable to LUCENT at the rate of four and four-tenths percent (4.4%) on each REPORTABLE PRODUCT which is sold, leased or put into use by ECSI, or any of its SUBSIDIARIES. Such royalty rate shall be applied, except as otherwise provided in this Article III, to the FAIR MARKET VALUE of such REPORTABLE PRODUCT. 3.02 Accrual (a) Royalty shall accrue on any OPTICAL FIBER SENSING SYSTEM upon its first becoming a REPORTABLE PRODUCT and shall become payable upon the first sale, lease or putting into use of such REPORTABLE PRODUCT. (Rebuilding or enlarging any product shall be deemed to be a first putting into use of such product). Obligations to pay accrued royalties shall survive 6

termination of licenses and rights pursuant to Article IV and the expiration of LUCENT's PATENT. (b) When a company ceases to be a SUBSIDIARY of ECSI, royalties which have accrued with respect to any products of such company, but which have not been paid, shall become payable with ECSI's next scheduled royalty payment. (c) Notwithstanding any other provisions hereunder, royalty shall accrue and be payable only to the extent that enforcement of ECSI's obligation to pay such royalty would not be prohibited by applicable law. 3.03 Exclusions An OPTICAL FIBER SENSING SYSTEM, which is a REPORTABLE PRODUCT, may be treated by ECSI as not licensed and not subject to royalty with respect to sales of such OPTICAL FIBER SENSING SYSTEM if the purchaser is licensed under the same patent to have said OPTICAL FIBER SENSING SYSTEM made and/or imported and if purchaser has the same rights as ECSI to use TECHNICAL INFORMATION, and the purchaser advises ECSI, in writing at or prior to the time of such sale, that it is exercising its own license under such patent and its own rights under TECHNICAL INFORMATION with respect to such manufacture and/or importation. 3.04 Records and Adjustments (a) ECSI shall keep full, clear and accurate records with respect to all REPORTABLE PRODUCTs and shall furnish any relevant information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of OPTICAL FIBER SENSING SYSTEMs sold, leased and put into use by ECSI or any of its SUBSIDIARIES. ECSI shall retain such records with respect to each REPORTABLE PRODUCT for at least seven (7) years from the sale, lease or putting into use of such OPTICAL FIBER SENSING SYSTEM. LUCENT shall have the right through its accredited auditors to make an examination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. (b) Independent of any such examination, LUCENT will credit to ECSI the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. 7

(c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT except as provided in this Section 3.04. Rights conferred by this Section 3.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement. 3.05 Reports and Payments (a) Within sixty (60) days after the end of each semiannual period ending on June 30th or December 31st, commencing with the semiannual period during which this Agreement becomes effective, ECSI shall furnish to LUCENT at the address specified in Section 5.04 a statement certified by a responsible official of ECSI or its SUBSIDIARIES showing in a manner acceptable to LUCENT: (i) all REPORTABLE PRODUCTs which were sold, leased or put into use during such semiannual period; (ii) the FAIR MARKET VALUEs of such REPORTABLE PRODUCTs; (iii) the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and the net amount payable after application of such credit; and (iv) all exclusions from royalty pursuant to Section 3.03. If no REPORTABLE PRODUCT has been so sold, leased or put into use, the statement shall show that fact. (b) Within such sixty (60) days ECSI shall pay in United States dollars to LUCENT at the address specified in Section 5.04 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such semiannual period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum. 8

ARTICLE IV TERMINATION 4.01 TerminatIon for Breach In the event of a breach of this Agreement by ECSI, LUCENT may, in addition to any other remedies that it may have, at any time terminate all licenses and rights granted by it hereunder by not less than two (2) months' written notice specifying such breach, unless within the period of such notice all breaches specified therein shall have been remedied. 4.02 Voluntary Termination By written notice to LUCENT, ECSI may voluntarily terminate all or a specified portion of the licenses and rights granted to it hereunder. Such notice shall specify the effective date (not more than six (6) months prior to the giving of said notice) of such termination and shall clearly specify any affected invention or product. In the event LUCENT's PATENT expires or becomes unenforceable or if ECSI surrenders one or more rights granted to it under Article I, LUCENT agrees to consider renegotiating royalties and payments due under Article III. 4.03 Survival Any termination of licenses and rights of ECSI under the provisions of this Article IV shall not affect ECSI's licenses, rights and obligations with respect to any OPTICAL FIBER SENSING SYSTEM made prior to such termination. The rights, licenses and obligations which, by their nature would continue beyond termination of this Agreement, including but not limited to ECSI's obligations under Sections 2.01, 2.02, 2.03 and 2.08, shall survive and continue after any such termination of this Agreement. ARTICLE V M1SCELLANEOUS PROVISIONS 5.01 Disclaimer Neither LUCENT nor any of its SUBSIDIARIES, expressly or impliedly, makes any representations, extends any warranties of any kind (except as provided in Section 1.05), assumes any responsibility or obligations whatever, or confers any right by implication, estoppel or otherwise, other than the licenses and rights herein expressly granted. By way of example but not of limitation, LUCENT and its SUBSIDIARIES make no representations or warranties of merchantability or fitness for any 9

particular purpose, or that the use of the TECHNICAL INFORMATION or any of it will not infringe any patent or other intellectual property right. LUCENT and its SUBSIDIARIES shall not be held to any liability with respect to any claim by ECSI or any third party on account of, or arising from, the use of the TECHNICAL INFORMATION or any of it. LUCENT represents that as of execution of this Agreement, it has no knowledge of any claims against it for infringement related to use of the TECHNICAL INFORMATION to make OPTICAL FIBER SENSING SYSTEMs. 5.02 Publicity ECSI agrees that no right is granted to ECSI in this Agreement to use any identification (such as, but not limited to, trade names, trademarks, trade devices, service marks or symbols, and abbreviations, contractions or simulations thereof) owned by or used to identify LUCENT or any or its SUBSIDIARIES or any of its or their products, services or organizations, and that ECSI agrees it will not, without the prior written permission of LUCENT, (i) use any such identification in advertising, publicity, packaging, labeling or in any other manner to identify itself or any of its products (including OPTICAL FIBER SENSING SYSTEMs), services or organizations or (ii) represent directly or indirectly that any product, service or organization of ECSI is a product, service or organization of LUCENT or any of its SUBSIDIARIES, or that any product or service of ECSI is made in accordance with or utilizes any information of LUCENT or any of its SUBSIDIARIES, 5.03 Nonassignability (a) LUCENT has entered into this Agreement in contemplation of personal performance by ECSI and it is LUCENT's intention that a transfer of ECSI's licenses or rights not occur without LUCENT's express written consent. (b) Neither this Agreement nor any licenses or rights hereunder, in whole or in part, shall be assignable or transferable by ECSI (by operation of law or otherwise) without LUCENT's express written consent. (c) Any purported assignment or transfer of this Agreement or licenses or rights hereunder by ECSI without LUCENT's necessary consent shall be void (without affecting any other licenses or rights hereunder). 5.04 Address (a) Any notice or other communication hereunder shall be sufficiently given to ECSI when sent by certified mail addressed to the office specified above or to LUCENT when sent by certified mail addressed to Contract Administrator, Intellectual Property Division, Lucent Technologies lnc., 2333 Ponce de Leon 10

Boulevard - Suite 511, Coral Gables, Florida 33134, United States of America. Changes in such addresses may be specified by written notice. (b) Payments by ECSI shall be made to LUCENT at Sun Trust, P.O. Box 913021, Orlando, Florida, 328913021, United States of America. Alternatively, payments to LUCENT may be made by bank wire transfers to LUCENT's account: Lucent Technologies Licensing, Account No. 910-2-568475, at Chase Manhattan Bank, N.A., Four Chase Metrotech Center, Brooklyn, New York 11245, United States of America. Changes in such address or account may be specified by written notice. 5.05 Taxes ECSI shall pay any tax, duty, levy, customs fee, or similar charge ("taxes"), including interest and penalties thereon, however designated, imposed as a result of the operation or existence of this Agreement, including taxes which ECSI is required to withhold or deduct from payments to LUCENT, except (i) net income taxes imposed upon LUCENT by any governmental entity within the United States (the fifty (50) states and the District of Columbia), and (ii) net income taxes imposed upon LUCENT by jurisdictions outside the United States which are allowable as a credit against the United States Federal income tax of LUCENT or any of its SUBSIDIARIES. In order for the exception in (ii) to be effective, ECSI must furnish to LUCENT evidence sufficient to satisfy the United States taxing authorities that such taxes have been paid. Such evidence must be furnished to LUCENT within thirty (30) days of issuance by the local taxing authority. 5.06 Choice of Law The Parties are familiar with the principles of New York commercial law, and desire and agree that the law of New York, exclusive of its conflict of laws provisions, shall apply in any dispute arising with respect to this Agreement. 5.07 Integration This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions between them. Neither of the Parties shall be bound by any warranties, understandings or representations with respect to such subject matter other than as expressly provided herein or in a writing signed with or subsequent to execution hereof by an authorized representative of the Party to be bound thereby. 11

5.08 Agreement Prevails This Agreement shall prevail in the event of any conflicting terms or legends which may appear on the TECHNICAL INFORMATION. 5.09 No Patent License Except as explicitly provided in Article I, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent. 5.10 Dispute Resolution (a) If a dispute arises out of or relates to this Agreement, or the breach, termination or validity thereof, the Parties agree to submit the dispute to a sole mediator selected by the Parties or, at any time at the option of a Party, to mediation by the American Arbitration Association ("AAA"). If not thus resolved, it shall be referred to a sole arbitrator selected by the Parties within thirty (30) days of the mediation, or in the absence of such selection, to AAA arbitration which shall be governed by the United States Arbitration Act. (b) Any award made (i) shall be a bare award limited to a holding for or against a Party and affording such remedy as is deemed equitable, just and within the scope of the Agreement; (ii) shall be without findings as to issues (including but not limited to patent validity and/or infringement) or a statement of the reasoning on which the award rests; (iii) may in appropriate circumstances (other than patent disputes) include injunctive relief; (iv) shall be made within four (4) months of the appointment of the arbitrator; and (v) may be entered in any court. (c) The requirement for mediation and arbitration shall not be deemed a waiver of any right of termination under this Agreement and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination. (d) The arbitrator shall determine issues of arbitrability but may not limit, expand or otherwise modify the terms of the Agreement. (e) The place of mediation and arbitration shall be New York City. (f) Each Party shall bear its own expenses but those related to the compensation and expenses of the mediator and arbitrator shall be borne equally. 12

(g) A request by a Party to a court for interim measures shall not be deemed a waiver of the obligation to mediate and arbitrate. (h) The arbitrator shall not have authority to award punitive or other damages in excess of compensatory damages and each Party irrevocably waives any claim thereto. (i) The Parties, their representatives, other participants and the mediator and arbitrator shall hold the existence, content and result of mediation and arbitration in confidence. 13

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives on the respective dates entered below. LUCENT TECHNOLOGIES
By /s/ M. R. Greene ---------------------------M. R. Greene Vice President - Intellectual Property Date: 1-22-97 -------------------------

ELECTRONIC CONTROL SECURITY INC.
By /s/ ARTHUR BIRCH ---------------------------Title Pres. -------------------------

Date Jan. 14, 1997 THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES 14

DEFINITIONS APPENDIX FAIR MARKET VALUE means, with respect to any item sold, leased or put into use, the greater of (1) the selling price which a seller would realize from an unaffiliated buyer in an arm's length sale of an identical item in the same quantity and at the same time and place as such sale, lease or putting into use, or (ii) the selling price actually obtained for such product in the form in which it is sold, whether or not assembled (and without excluding therefrom any components or subassemblies thereof which arc included in such selling price). In determining 'selling price' the following shall be excluded: (a) usual trade discounts actually allowed to unaffiliated persons or entities; (b) packing costs; (c) costs of insurance and transportation; and (d) import, export, excise, sales and value added taxes, and customs duties. LUCENT's PATENT means U.S. Patent 4,904,050 and any reissue thereof. OPTICAL FIBER means a filamentary body of optical transmission material of a design primarily adapted for transmitting electromagnetic WAVES having a frequency in excess of three hundred (300) GHz, along a desired path extending longitudinally therethrough and to which such WAVES are substantially confined by the refraction of reflection (or both) of such WAVES. OPTICAL FIBER SENSING SYSTEM means any instrumentality or aggregate of instrumentalities of a type for sensing any intrusion into an OPTICAL FIBER or a network of OPTICAL FIBER and includes all auxiliary apparatus associated therewith and involved in performing the function thereof. REPORTABLE PRODUCT means any OPTICAL FIBER SENSING SYSTEM, or replacement part therefor, (a) the manufacture, importation, sale, lease or use of which by ECSI or any of its SUBSIDIARIES would but for licenses or rights under this Agreement, constitute (i) infringement of LUCENT's PATENT by ECSI or its SUBSIDIARIES, or (ii) any other violation of applicable law by ECSI or its SUBSIDIARIES for which LUCENT or any of its SUBSIDIARIES would be entitled to compensation or other remedy on account of such patent, or 15

(b) which is manufactured with the use of any of the TECHNICAL INFORMATION (including any such article, and any maintenance part therefor, manufactured with manufacturing facilities made with the use of any of the TECHNICAL INFORMATION), other than (i) demonstration models and articles and maintenance parts produced in the course of, or intended for use in connection with, research, development and or experimental undertakings controlled by ECSI, and (ii) articles and maintenance, parts therefor furnished to LUCENT or any of its SUBSIDIARIES. SUBSIDIARY of a company means a corporation or other legal entity (i) the majority of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter controlled by such company either directly or indirectly; or (ii) which does not have outstanding shares or securities but the majority of the equity interest in which is now or hereafter owned and controlled by such company either directly or indirectly, but any such corporation or other legal entity shall be deemed to be a SUBSIDIARY of such company only as long as such control or ownership and control exists. TECHNICAL INFORMATION means certain informative material (including all copies derived from material furnished hereunder) relating to OPTICAL FIBER SENSING SYSTEMs and the term also means the information available from such material, such material including but not limited to information previously supplied under license to Mason and Hanger National, Inc. WAVES means all impulses, alternations or other variation with time, of electric, magnetic, electromagnetic (including light), acoustic or mechanical magnitudes or combinations thereof. 16

Agreement This agreement is made and entered into this 5th day of March, 1997 by and among Mason & Hanger National, Inc., a Delaware corporation with offices at 260 Finney Drive, Huntsville, AL 35724 (MHN) and ECSI-FOIDS, Inc. a New Jersey corporation with offices at 23 Just Road, Fairfield, NJ 07004 (ECSl) and Arthur Birch whose address is 23 Just Road Fairfield, NJ 07004 (Birch). Recitals The shareholders and Board of Directors of MHN have authorized the closure and wind up of MHN; ECSI, a sales representative of MHN, desires to continue the manufacture of MHN's FOlDs product line and has offered to purchase certain of MHN's inventory and secure the necessary licenses from MHN and its licenser Lucent; MHN is willing to sell certain of its inventory, license its patents and agree to other related matters on the following terms and conditions; For and in consideration of the promises set out below, the parties agree as follows: 1. License. MHN and ECSI agree to enter into the license agreement attached and made a part hereof as Attachment A. MHN also agrees to grant to ECSI source code, PCB drawings, schematics, and trade secrets as described in Attachment E. In return for the use of the MHN trade secrets as described in attachment E, ECSI agrees that any patent that is applied for based upon these trade secrets will be a patent jointly owned by ECSI and MHN or MHN's successor in interest. In addition, the source codes provided are considered trade secrets by MHN. ECSI agrees that if this source code or any code based upon this source code is copyrighted it will be a copyright jointly owned by ECSI and MHN or MHN's successor in interest 2. Lucent License. MHN agrees to assist ECSI in securing the necessary related license from Lucent by responding to reasonable requests related to Lucent's license. Should MHN no longer employ anyone who can respond to the request at the time ECSI or Lucent makes an inquiry, MHN shall not be obligated to assist further. 3. Sale of Materials. MHN agrees to sell and ECSI agrees to purchase the assets described in enclosures 1, 2 and 3 to Attachment B attached and made a part hereof for a total purchase price of $151,500 in seven lots. The first lot shall be purchased for $25,000. After the initial purchase of the first lot on the effective date of this agreement, ECSI shall purchase one lot each thirty (30) days thereafter for a purchase price of $21,083.33 per lot, with the first thirty day period beginning thirty days after the effective date of this Agreement. Fifty percent (50%) of the purchase price for each lot must be paid by cashier's or certified check delivered at the time of receipt of the lot and the balance must be paid by cashier's or certified check within 30 days of receipt of the lot. 1

If ECSI does not pay for a lot in full during a thirty (30) day period, MHN shall have the right to increase the price of said lot by 20%, if the lot is sold to ECSI within 15 days of lot procurement date. ECSI's obligation to purchase the lots shall not be contingent on the making of any potential sales and MHN's identification of the above shall not constitute a representation or guarantee of future sales. MHN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE ITEMS TRANSFERRED ABOVE (INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE). THE ITEMS ARE TRANSFERRED TO ECSI "AS IS." 4. Other Items Purchased by ECSI. MHN agrees to sell and ECSI agrees to purchase the assets described in enclosures 4 and 5 to Attachment B as described below and attached and made a part hereof for the consideration set forth next to each enclosure item, with the consideration to be paid in full at closing by certified or cashier's check: a) Enclosure 4 to attachment B - Marketing and Production items - $9,500; and b) Enclosure 5 to Attachment B - Research and Development equipment, tools and files - $16,000 MHN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE ITEMS TRANSFERRED ABOVE (INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE). THE ITEMS ARE TRANSFERRED TO ECSI "AS IS." 5. Sublease. MHN agrees to sublease the portion of its premises located at 260 Finney Drive, Huntsville, AL 35824 described on Attachment C, attached and made a part hereof to ECSI for a period of 90 days after the effective date of this Agreement. ECSI shall pay MHN at the beginning of each 30 day period $1,400. ECSI shall pay all expenses as described on Attachment C within 10 days of receiving the bill. Prior to taking possession of the designated premises, ECSI shall provide MHN with evidence of premises liability coverage (naming MHN as an additional insured). ECSI's possession of the premises shall be subject to the same terms and conditions as set forth in MHN's lease attached and made a part hereof as Attachment D except as modified by this paragraph or Attachment C. 6. Notices. No sooner than the effective date as hereinafter defined, MHN shall provide ECSI with names and addresses of its customers, sales representatives distributors, end users and key suppliers for ECSI to prepare a joint letter advising them of ECSI's license. MHN shall approve the terms of the letter and ECSI shall bear all costs related to the mailing. 7. Effective Date. This agreement shall not be effective until the happening of all of the following which must occur by December 6, 1996 for the obligations of the parties to remain in effect: 2

a) ECSI's payment in full of its open account with MHN in the amount of $18,307.31 (invoices number 1579, 1580, and 1625). b) ECSI's payment of $25,000 good faith money which shall also be consideration for the first lot of inventory, as described in enclosure 1 to Attachment B. c) ECSI's payment of $25,500 for the items described in enclosures 4 and 5 of Attachment B. d) ECSI's payment of the first 30 days rent in the amount of $ 1,400. e) Birch's guarantee of ECSI's performance under this agreement as evidenced by his signature to this agreement under the statement, "I fully guarantee the performance of ECSI." f) ECSI's securing of a necessary license from Lucent and delivery of evidence of such license to MHN in form satisfactory to MHN. g) MHN's securing of its landlord's permission to sublease a portion of the premises to ECSI. h) ECSI's delivery of the required evidence of insurance naming MHN as an additional insured, including product liability insurance as required in the License included as Attachment A. i) ECSI's delivery of the required evidence that it has entered into a nondisclosure agreement with Scientific Approaches relating to the Graphic Link protocol, in a form satisfactory to MHN. j) ECSI's delivery of an executed License Agreement substantially in the form of Attachment A. 8. Events of Default. Each of the following shall constitute an Event of Default under this Agreement: a) The failure of ECSI to pay, promptly when due, any payment due under this Agreement or under any Attachment hereto if such failure shall continue unremedied for ten (10) days after receipt of written notice of such failure; or b) MHN reasonably determines that the books and records of ECSI or the sales reports required by the License Agreement attached as Attachment A are not accurate and such inaccuracy is not cured within ten (10) days of receipt of written notice of such inaccuracy. c) ECSI defaults, breaches or fails to perform, observe or meet any covenant, statement, agreement, stipulation, term or condition made in the Agreement or 3

any Attachment to the Agreement hereunder, with no prior demand therefor or notice by MHN necessary except to the extent, if any, required under the express terms of the Agreement or Attachment to the Agreement governing such default; or d) The happening of any of the following (a) insolvency of ECSI or the Guarantor, (b) filing of a voluntary petition in bankruptcy by ECSI or Guarantor, (c) filing of a involuntary petition in bankruptcy against ECSI or Guarantor, (d) appointment of a receiver or trustee for ECSI or Guarantor, (e) execution of an assignment for the benefit of creditor by ECSI or Guarantor, provided that such petition, appointment, assignment is not vacated or nullified within fifteen (15) days of such event; or e) ECSI fails to maintain and keep in force the insurance required under this Agreement or any Attachment to the Agreement, with no prior demand therefor or notice by MHN necessary after notice to cure. 9. Remedies upon Default. Notwithstanding any contrary provision or inference herein or elsewhere: a) MHN's Right to Declare a Default in its Sole Discretion. If any Event of Default referred to in Article 8 of this Agreement shall occur or begin to exist, MHN may, declare a default hereunder in its sole discretion, after any requisite cure period has expired. b) Termination and Reversion. Immediately upon a declaration of a default pursuant to this Agreement, MHN is entitled to become the sole owner of all of the assets described in paragraph 1 of this Agreement and the License Agreement shall be deemed to be terminated. MHN may also terminate other provisions of this Agreement and the Attachments hereto as it sees fit, in its sole discretion. The Items listed in Attachment E of this Agreement shall revert back to MHN or MHN's successor in interest with MHN (or its successor in interest) being the sole owner. Any patents or copyrights jointly owned by ECSI and MHN or MHN's successor in interest shall revert to be owned solely by MHN or MHN's successor in interest; and c) Rights Cumulative. All of the rights and remedies of MHN upon occurrence of an Event of Default hereunder shall be cumulative to the greatest extent permitted by law and shall be in addition to all those rights and remedies afforded MHN at law or in equity or bankruptcy. 10. Miscellaneous. a) Birch shall be the point of contact for ECSI. Cliff Cizan, 2355 Harrodsburg Road, Lexington, KY 40504 (phone 606-223-2277) shall be the point of contact for MHN. 4

b) Kentucky law shall govern this agreement and the parties by their execution hereto submit to the personal jurisdiction of the Fayette Circuit Court located in Lexington, KY. c) Should litigation arise from this agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys fees from the losing party. d) No party may assign its/his interests under this agreement without the prior written consent of the other parties. Approval of an assignment by ECSI shall be contingent on, among other things, Birch's guarantee of the assignee's performance. e) In the event that any one or more provisions contained in this Agreement or any Attachment hereto shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. IN WITNESS WHEREOF, the parties have executed this agreement the day and year above written. MASON & HANGER NATIONAL, INC.
By: /s/ [ILLEGIBLE] Date 3-7-97 ---------------------------------------------------------------------Title: Treasurer

ECSI-FOIDS, INC.
By: /s/ Arthur Birch Date 11-29-96 ---------------------------------------------------------------------Title: Pres.

I fully guarantee the performance of ECSI-Foids, Inc. under this agreement.
/s/ Arthur Birch Date 11-29-96 -----------------------------------------------------------------------Arthur Birch

5

ATTACHMENT A The License agreement between MHN and ECSI is attached.

LICENSE AGREEMENT This LICENSE AGREEMENT is made and entered into by and between MASON & HANGER NATIONAL, Inc., a Delaware corporation, having its principal office and place of business at 260 Finney Drive, Huntsville, Alabama 35824, (hereinafter the Licensor), and ECSI International, Inc., a New Jersey company, having its principal office and place of business at 23 Just Road, Fairfield, New Jersey 07004, (hereinafter the Licensee). WITNESSTH WHEREAS, Licensor is the owner by Assignments recorded in the United States Patent Office of the Licensed Patents listed in Section 1 below; and WHEREAS, the parties hereto desire that Licensor grant Licensee a License to manufacture, use and sell products, hereinafter referred to as "Licensed Products", and to practice the inventions described and claimed within the Licensed Patents. NOW THEREFORE, in consideration of the promises and mutual covenants cited herein, and other good and valuable consideration, the receipt thereof which is hereby acknowledged, and subject to Licensee obtaining a Licensing agreement from Lucent, the parties do hereby agree as follows: 1. LICENSED PATENTS: As used in this Agreement, the phrase "Licensed Patents" shall mean and include: A) U.S. Patent 5,355,208, entitled: "DISTRIBUTED FIBER OPTIC SENSOR FOR LOCATING AND IDENTIFYING REMOTE DISTURBANCES", inventors: Brian B. Crawford, Robert J. Prenovost, Jimmy L. Reil and Jeff C. Robinson and any reissues, reexaminations or extensions thereof; B) U.S. Patent 5,373,487, entitled: "DISTRIBUTED ACOUSTIC SENSOR", inventors: Brian B. Crawford, Robert J. Prenovost, Judy K. Burden, Jeff C. Robinson and Axis Tanone and any reissues, reexaminations or extensions thereof; and C) U.S. Patent 5,567,933 (issuing 10/22/96) entitled: "OPTICAL FIBER DETECTION SYSTEM WITH DISTURBANCE AND POSITIVE CUT-LOOP DETECTION CAPABILITIES", inventors: Jeffrey C. Robinson and Brian B. Crawford and any reissues, reexaminations or extensions thereof. 2. LICENSED PRODUCTS As used in this Agreement, the phrase "Licensed Products" 1

shall mean goods, systems, structures and/or installations and components thereof, the manufacture, use, or sale of which would constitute an infringement or a contributory infringement with respect to one or more of the claims of the Licensed Patents and including equivalents thereof and improvements thereon. 3. GRANT OF LICENSE: Licensor agrees to and does hereby grant to Licensee, upon and subject to the terms and conditions hereinafter set forth, including Section 7, an Exclusive License to make, use and sell Licensed Products covered by the Licensed Patents within the geographic area described in Section 5 hereof. Licensor specifically retains the right to make, use and sell the License Products covered by the Licensed Patents within the geographic area described in Section 5 hereof. 4. TERM: This Agreement and the License granted under it shall expire ten (10) years from the effective date of this Agreement which shall be March 5, 1997 unless sooner terminated under the provisions hereof. 5. GEOGRAPHIC AREA. The rights granted to Licensee hereunder shall be exercised by Licensee world wide. 6. DEFINITION OF "NET SALES PRICE": As used herein the term "Net Sales Price" shall mean the invoice price charged by Licensee for Licensed Products sold by Licensee less: A) Refunds, credits and allowances actually made or allowed to customers for returned Licensed Products; B) Any sales, or similar, taxes set forth as part of the invoice price; C) Trade discounts and allowances that would normally be incurred in Licensee's business exclusive of anticipations afforded to and actually taken by customers in payment of Licensed Products; and D) Any freight charges. If Licensee sells Licensed Products to a related marketing organization or any individual or company in whole or in part controlled or owned by Licensee, the invoice price used to determine the "Net Sales Price" hereunder shall be, if greater than Licensee's "Net Sales Price", the invoice price at which the 2

Licensed Products are sold by such related entity to any unrelated customer in an arms length transaction. 7. ROYALTIES: For the License herein granted with respect to the Licensed Patents, Licensee shall pay to Licensor royalties in the sum equal to five percent (5%) of the "Net Sales Price" for Licensed Products sold. Should Licensor not be paid royalties of at least $25,000.00 for a full license year, beginning the first license year of this agreement, Licensor shall have the right at any time during the succeeding license year to declare this exclusive license to be a non-exclusive license or to terminate the license, at Licensor's option. In such event Licensor may grant licenses to any other persons or entities on terms and conditions as Licensor deems appropriate. Licensee may retain the exclusive license by paying to Licensor, in addition to the royalties actually paid for any full license year, the difference between the sum of $25,000.00 and such royalties. Such payments must be made within thirty (30) days of the end of the license year. Licensor must notify Licensee, in writing, within ninety (90) days of the end of such license year of any termination or change in the status of the license to a non-exclusion license for failure to pay Licensee the minimum royalties recited herein. 8. LICENSEE'S RECORDS: Licensee shall keep and maintain at its regular place of business complete books and records of business transactions by Licensee in connection with the Licensed Products covered by the Licensed Patents, including, but not limited to, books and records relating to the "Net Sales Price" and orders for such products. Licensee's accounting records of sales, shipments, installations and returns of Licensed Products shall be maintained separately from accounting records relating to other items manufactured or sold by Licensee. Such books and records shall be maintained in accordance with generally accepted accounting procedures. Licensor, or its duly authorized agents or representatives, shall have the right to inspect such books and records at Licensee's premise during regular business hours, provided that Licensor shall give Licensee at least ten (10) days advance written notice of its intention to do so and provided that such inspections will be limited to one inspection per calendar year. In the event that Licensee has understated "Net Sales Price" or underpaid royalties in excess of ten percent (10%) of said net shipments for the calendar year, Licensee shall forthwith and upon written demand also pay Licensor's costs, fees 3

and expenses incurred in conducting an audit with respect to books and records kept with respect to the Licensed Products. Should any audit disclose that the royalties paid exceed the actual royalties due, Licensee shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement. In the event no further royalties will be accruing under this Agreement, then to the extent such audit discloses that the royalties paid exceeded the actual royalties due, the excess shall be paid to Licensee. 9. LICENSEE'S MONTHLY REPORTS OF SALES AND ROYALTY PAYMENTS: On or before the first day of each month during the term hereof, Licensee shall deliver to Licensor written statements certified to be true and correct by the Chief Financial Officer of Licensee, setting forth the sales and "Net Sales Prices" of Licensed Products for the proceeding month together with a check payable to Licensor in full payment of the earned royalties shown on such statement to be due under Section 7 hereof. 10. BEST EFFORTS OF LICENSEE: Licensee shall use its best efforts and skills to make, use and sell the Licensed Products. In the event Licensee fails to sell Licensed Products using such best efforts and skills, Licensor shall have the right to cancel and terminate this Agreement by giving written, notice of such termination to Licensee. 11. RESTRICTIONS UPON SUBCONTRACTS: Licensee shall only have the right to enter into subcontracts including imports for the manufacture, use and sale of Licensed Products upon written consent of Licensor. Any subcontracts by Licensee shall be governed and condition on the same rights, privileges, restrictions and requirements including payment of royalties, right to inspect, and to take accountings as provided elsewhere in this Agreement. 12. ASSIGNMENT AND TRANSFERS: No assignment, transfer, sale, sub-license, or conveyance of any of Licensee's rights, duties or interest in this Agreement shall be made without Licensor's prior written consent and shall be subject to the provisions of this Agreement, including royalties, right to inspect, accountings, termination and rights of Licensor unless otherwise agreed to in writing between the parties. 4

13. PRESERVATION OF THE PATENTS: Licensee shall cause to appear on all Licensed Products and/or on all materials used in connection with the sale thereof such legends, markings and notices as may be required by laws governing the geographic area in order to give appropriate notice of all patent rights granted and pertaining to the Licensed Patents. Such products or materials associated with the Licensed Product should bear the mark "Patented" and the Patent Number(s) of the Licensed Patent(s). 14. INFRINGEMENT AND OTHER LITIGATION: Licensor represents that it is the sole owner of all rights to the Licensed Patents exclusive of the rights of all others. The Licensor has no present knowledge or belief that any of the claims of the Licensed Patents are not valid and enforceable and that Licensor has the absolute right to grant this License. In order to protect rights of each party under this Agreement, each party will keep the other fully informed of the infringement of any Licensed Patent by third parties. The Licensor shall have the right to be represented by counsel at Licensor's expense in any legal action taken to enforce any patent rights with respect to the Licensed Patents against a third party infringer. Responsibility for the cost and expenses of such legal action shall be mutually agreed upon in writing between the Licensor and Licensee prior to the institution of any such legal action. In any action by Licensor or Licensee whether by original petition, complaint, or by counterclaim against a third party for violation of patent rights in the Licensed Patents, each party shall be entitled to retain any settlement, recovery, and/or awarded damages in proportion to the agreed upon percentage of the cost and expenses of such action. Absent any agreement for maintaining such a legal matter to enforce the Patent Rights, Licensor shall, in its own judgment, take whatever action it deems necessary at its own expense. With respect to any third party suit or action against Licensee whether by original petition, complaint, or by counterclaim, seeking to declare invalid and/or unenforceable all or any of the claims of any of the Licensed Patents, the defense fees, cost, and expenses shall be agreed upon by the parties hereto as soon as reasonably practical after the commencement of such third party suit or action. If Licensor refuses to participate in any such third party suit or action, the Licensee may defend and prosecute such action and, in such event, shall be entitled to the entire amount of any award of damages, settlement or recover, 5

exclusive of royalties otherwise due to the Licensor. 15. DEFAULTS BY LICENSEE: Except as otherwise expressly provided for in this Agreement, in the event Licensee shall default in the performance of any of the terms and conditions to be performed hereunder, including the payment of royalties, and the same shall not be cured within ten days (10) after written notice to Licensee, Licensor may, at its option, or any time thereafter, cancel and terminate this Agreement. 16. LICENSOR'S RIGHT UPON TERMINATION: In the event this Agreement is cancelled or terminated, Licensee shall assign and transfer any and all rights of Licensee to all Licensed Patents and Licensed Products to Licensor and shall not thereafter use the same in any manner. Upon cancellation or termination, all Licensee's stock of Licensed Products on hand may be purchased at cost by Licensor. 17. INSURANCE Licensee does indemnify and hold harmless Licensor for any liability or claim thereof based upon the manufacture, use and sale by Licensee of the Licensed Products. To this end, Licensee and its Sub-Licensees, if any, agree to carry product liability insurance with respect to License Products. Such insurance may be obtained in conjunction with product liability insurance which covers products other than the Licensed Products. Licensee shall deliver to Licensor, at Licensor's request, a certificate evidencing the existence of such insurance policies promptly upon written request by Licensor. 18. ATTORNEY'S FEES AND APPLICABLE LAW: In the event Licensor or Licensee shall commence any action or proceeding against the other by reason of any breach or claimed breach of the performance of any of the terms or conditions of this Agreement, or to seek a judicial declaration or rights hereunder, the prevailing party of such action or proceeding shall be entitled to reasonable attorney's fees to be fixed by the court or the applicable hearing officer(s). In any legal action or proceeding brought in which any right or obligation arising from this Agreement is at issue, the law applicable hereunder shall be the law of the State of Kentucky. 6

19. NO AGENCY OF PARTIES: This Agreement does not make Licensee the agent or legal representative of Licensor nor Licensor the agent or legal representative of Licensee for any purpose whatsoever. Except as otherwise provided herein, Licensee is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of, or in the name of, Licensor or to bind Licensor in any manner or thing whatsoever; nor, except as otherwise provided herein, is Licensor granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, Licensee or to bind Licensee in any manner or thing whatsoever. No joint venture or partnership between Licensor and Licensee is intended nor shall be inferred. 20. ADDRESS FOR NOTICE: All notices between the Licensor and Licensee shall be in writing addressed to Licensee or Licensor at the respect address set forth below and shall be effective upon receipt if mailed by first class mail.
Licensor: Richard A. Nathan 2355 Harrodsburg Road Lexington, Kentucky 40504 c/o Arthur Birch, President and COO ECSI International, Inc. 23 Just Road Fairfield, New Jersey 07004

Licensee:

If any of the parties hereto shall during the term of this Agreement change address, then, upon given written notice to the other party of the new address, the new address shall be the address for notice hereunder. 21. WAIVER BY LICENSOR: In the event Licensor shall at any time waive any of its rights hereunder this Agreement or the performance by Licensee of any of its obligations hereunder, such waiver shall not be construed as a continuous waiver of the same rights or obligations or a waiver of any other rights or obligations. 22. SEPARABILITY: Any provision of this Agreement which shall be, or is 7

determined to be, invalid, shall be effective, but such invalidity shall not affect the remaining provisions hereof. 23. BINDING UPON SUCCESSOR: This Agreement shall be binding upon and shall enure in order to the benefit of the parties hereto and their respective heirs, successors and assigns. FOR LICENSOR: MASON & HANGER NATIONAL, INC. By: [ILLEGIBLE] its Treasurer 3/7/97 Date FOR LICENSEE: ECSI INTERNATIONAL, INC.
By: /s/ Arthur Birch its Pres. -------------------------------11-26-96 -------------------------------Date

8

Exhibit No. 10.2 Agreement dated March 5, 1997 between Mason Hanger National, Inc. and Electronic Control Security Inc. relating to the purchase of certain assets relating to the FOIDS Product Line

AGREEMENT This agreement is made and entered info this 5th day of March, 1997 by and among Mason & Illanger National, Inc., a Delaware corporation with offices at 260 Finney Drive, Huntsville, AL 35724 (MHN) and ECSI-FOIDS, Inc. a New Jersey corporation with offices at 23 Just Road, Fairfield, NJ 07004 (ECSI) and Arthur Birch whose address is 23 Just Road Fairfield, NJ 07004 (Birch). Recitals The shareholders and Board of Directors of MHN have authorized the closure and wind up of MHN; ECSI, a sales representative of MHN, desires to continue the manufacture of MHN's FOIDs product line and has offered to purchase certain of MHN's inventory and secure the necessary licenses from MHN and its licenser Lucent; MHN Is willing to sell certain of its inventory, license its patents and agree to other related matters on the following terms and conditions; For and in consideration of the promises set out below, the parties agree as follows: 1. License. MHN and ECSI agree to enter into the license agreement attached and made a part hereof as Attachment A. MI-IN also agrees to grant to ECSI source code, PCB drawings, schematics, and trade secrets as described in Attachment E. In return for the use of the MHN trade secrets as described in attachment E, ECSI agrees that any patent that is applied for based upon those trade secrets will be a patent jointly owned by ECSI and MHN or MHN's successor in interest. In addition, the source codes provided are considered trade secrets by MHN. ECSI agrees that if this source code or any code based upon this source code is copyrighted it will be a copyright jointly owned by ECSI and MHN or MHN's successor in interest 2. Lucent License. MHN agrees to assist ECSI in securing the necessary related license from Lucent by responding to reasonable requests related to Lucents license. Should MHN no longer employ anyone who can respond to the request at the time ECSI or Lucent makes an inquiry, MHN shall not he obligated to assist further. 3. Sale of Materials. MHN agrees to sell and ECSI agrees to purchase the assets described in enclosures 1, 2 and 3 to Attachment B attached and made a part hereof for a total purchase price of $151,500 in seven lots. The first lot shall be purchased for $25,000. After the initial purchase of the first lot on the effective date of this agreement, ECSI shall purchase one lot each thirty (30) days thereafter for a purchase price of $21,083.33 per lot, with the first thirty day period beginning thirty days after the effective date of this Agreement. Fifty percent (50%) of the purchase price for each lot must be paid by cashier's or certified check delivered at the time of receipt of the lot and the balance must be paid by cashier's or certified check within 30 days of receipt of the lot. 1

If ECSI does not pay for a lot in full during a thirty (30) day period, MHN shall have the right to increase the price of said lot by 20%, If the lot is sold to ECSI within 15 days of lot procurement date. ECSI's obligation to purchase the lots shall not be contingent on the making of any potential sales and MHN's identification of the above shall not constitute a representation or guarantee of future sales. MHN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE ITEMS TRANSFERRED ABOVE (INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE). THE ITEMS ARE TRANSFERRED TO ECSI "AS IS." 4. Other Items Purchased by ECSI. MHN agrees to sell and ECSI agrees to purchase the assets described in enclosures 4 and 5 to Attachment B as described below and attached and made a part hereof for the consideration set forth next to each enclosure item, with the consideration to be paid in full at closing by certified or cashier's check: a) Enclosure 4 to attachment B - Marketing and Production items - $9,500; and b) Enclosure 5 to Attachment B - Research and Development equipment, tools and files - $16,000 MHN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE ITEMS TRANSFERRED ABOVE (INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE). THE ITEMS ARE TRANSFERRED TO ECSI "AS IS." 5. Sublease. MHN agrees to sublease the portion of its premises located at 260 Finney Drive, Huntsville, AL 35824 described on Attachment C, attached and made a part hereof to ECSI for a period of 90 days after the effective date of this Agreement. ECSI shall pay MHN at the beginning of each 30 day period $1,400. ECSI shall pay all expenses as described on Attachment C within 10 days of receiving the bill. Prior to taking possession of the designated premises, ECSI shall provide MHN with evidence of premises liability coverage (naming MHN as an additional insured). ECSI's possession of the premises shall be subject to the same terms and conditions as set forth in MHN's lease attached and made a part hereof as Attachment D except as modified by this paragraph or Attachment C. 6. Notices. No sooner than the effective date as hereinafter defined, MHN shall provide ECSI with names and addresses of its customers, sales representatives distributors, and users and key suppliers for ECSI to prepare a joint letter advising them of ECSI's license. MHN shall approve the terms of the letter and ECSI shall bear all costs related to the mailing. 7. Effective Date. This agreement shall not be effective until the happening of all of the following which must occur by December 6, 1996 for the obligations of the parties to remain in effect: 2

a) ECSI's payment in full of its open account with MHN in the amount of $18,307.31 (invoices number 1579, 1580, and 1625). b) ECSI's payment of $25,000 good faith money which shall also be consideration for the first lot of inventory, as described in enclosure 1 to Attachment B. c) ECSI's payment of $25,500 for the items described in enclosures 4 and 5 of Attachment B. d) ECSI's payment of the first 30 days rent in the amount of $ 1,400. e) Birch's guarantee of ECSI's performance under this agreement as evidenced by his signature to this agreement under the statement, "I fully guarantee the performance of ECSI." f) ECSI's securing of a necessary license from Lucent and delivery of evidence of such license to MHN in form satisfactory to MHN. g) MHN's securing of its landlord's permission to sublease a portion of the premises to ECSI. h) ECSI's delivery of the required evidence of insurance naming MHN as an additional insured, including product liability insurance as required in the License included as Attachment A. i) ECSI's delivery of the required evidence that it has entered into a nondisclosure agreement with Scientific Approaches relating to the Graphic Link protocol, in a form satisfactory to MHN. j) ECSI's delivery of an executed License Agreement substantially in the form of Attachment A. 8. Events of Default. Each of the following shall constitute an Event of Default under this Agreement: a) The failure of ECSI to pay, promptly when due, any payment due under this Agreement or under any Attachment hereto if such failure shall continue unremedied for ten (10) days after receipt of written notice of such failure; or b) MHN reasonably determines that the books and records of ECSI or the sales reports required by the License Agreement attached as Attachment A are not accurate and such inaccuracy is not cured within ten (10) days of receipt of written notice of such Inaccuracy. c) ECSI defaults, breaches or fails to perform, observe or meet any covenant, statement, agreement, stipulation, term or condition made in the Agreement or 3

any Attachment to the Agreement hereunder, with no prior demand therefor or notice by MHN necessary except to the extent, if any, required under the express terms of the Agreement or Attachment to the Agreement governing such default; or d) The happening of any of the following (a) insolvency of ECSI or the Guarantor, (b) filing of a voluntary petition in bankruptcy by ECSI or Guarantor, (c) filing of a involuntary petition in bankruptcy against ECSI or Guarantor, (d) appointment of a receiver or trustee for ECSI or Guarantor, (e) execution of an assignment for the benefit of creditor by ECSI or Guarantor, provided that said petition, appointment, assignment is not vacated or nullified within fifteen (15) days of such event; or e) ECSI fails to maintain and keep in force the insurance required under this Agreement or any Attachment to the Agreement, with no prior demand thereof or notice by MHN necessarily after notice to cure. 9. Remedies upon Default. Notwithstanding any contrary provision or inference herein or elsewhere: a) MHN's Right to Declare a Default in its Sole Discretion if any Event of Default referred to in Article 8 of this Agreement shall occur or begin to exist, MHN may, declare a default hereunder in its sole discretion, after any requisite cure period has expired. b) Termination and Reversion. Immediately upon a declaration of a default pursuant to this Agreement, MHN is entitled to become the sole owner of all of the assets described in paragraph 1 of this Agreement and the License Agreement shall be deemed to be terminated. MHN may also terminate other provisions of this Agreement with the Attachments hereto as it sees fit, in its sole discretion. The Items listed in Attachment E of this Agreement shall revert back to MHN or MHN's successor in interest with MHN (or its successor in interest) being the sole owner. Any patents or copyrights jointly owned by ECSI and MHN or MHN's successor in interest shall revert to be owned solely by MHN or MHN's successor in interest; and c) Rights Cumulative. All of the rights and remedies of MHN upon occurrence of an Event of Default hereunder shall be cumulative to the greatest extent permitted by law and shall be in addition to all those rights and remedies afforded MHN at law or in equity or bankruptcy. 10. Miscellaneous. a) Birch shall be the point of contact for ECSI. Cliff Cizan, 2355 Harrodsburg Road, Lexington, KY 40504 (phone 606-223-2277) shall be the point of contact for MHN. 4

ATTACHMENT A The License agreement between MHN and ECSI is attached.

Exhibit No. 10.3 License dated March 5, 1997 between Mason Hanger National, Inc. and Electronic Control Security Inc. relating to the license of certain intellectual property used in connection with the manufacture of the FOIDS Product Line

LICENSE AGREEMENT This LICENSE AGREEMENT is made and entered into by and between MASON & HANGER NATIONAL, Inc., a Delaware corporation, having its principal office and place of business at 260 Finney Drive, Huntsville, Alabama 35824, (hereinafter the Licensor), and ECSI International, Inc., a New Jersey company, having its principal office and place of business at 23 Just Road, Fairfield, New Jersey 07004, (hereinafter the Licensee). WITNESSETH WHEREAS, Licensor is the owner by Assignments recorded in the United States Patent Office of the Licensed Patents listed in Section 1 below; and WHEREAS, the parties hereto desire that Licensor grant Licensee a License to manufacture, use and sell products, hereinafter referred to as "Licensed Products", and to practice the inventions described and claimed within the Licensed Patents. NOW THEREFORE, in consideration of the promises and mutual covenants cited herein, and other good and valuable consideration, the receipt thereof which is hereby acknowledged, and subject to Licensee obtaining a Licensing agreement from Lucent, the parties do hereby agree as follows: 1. LICENSED PATENTS: As used in this Agreement, the phrase "Licensed Patents" shall mean and include: A) U.S. Patent 5,355,208, entitled: "DISTRIBUTED FIBER OPTIC SENSOR FOR LOCATING AND IDENTIFYING REMOTE DISTURBANCES", inventors: Brian B. Crawford, Robert J. Prenovost, Jimmy L. Reil and Jeff C. Robinson and any reisssues, reexaminations or extensions thereof; B) U.S. Patent 5,373,487, entitles: "DISTRIBUTED ACOUSTIC SENSOR", inventors: Brian B. Crawford, Robert J. Prenovost, Judy K. Burden, Jeff C. Robinson and Aris Tanone and any reissues, reexaminations or extensions thereof; and C) US. Patent 5,567,933 (issuing 10/22/96) entitled: "OPTICAL FIBER DETECTION SYSTEM WITH DISTURBANCE AND POSITIVE CUT-LOOP DETECTION CAPABILITIES", inventors; Jeffrey C. Robinson and Brian B. Crawford and any reissues, reexaminations or extensions thereof. 2. LICENSED PRODUCTS As used in this Agreement, the phrase "Licensed Products" 1

shall mean goods, systems, structures and/or installations and components thereof, the manufacture, use or sale of which would constitute an infringement or a contributory infringement with respect to one or more of the claims of the Licensed Patents and including equivalents thereof and Improvements thereon. 3. GRANT OF LICENSE: Licensor agrees to and does hereby grant to Licensee, upon and subject to the terms and conditions hereinafter set forth, including Section 7, an Exclusive License to make, use and sell Licensed Products covered by the Licensed Patents within the geographic area described in Section 5 hereof. Licensor specifically retains the right to make, use and sell the License Products covered by the Licensed Patents within the geographic area described in Section 5 hereof. 4. TERM: This Agreement and the License granted under it shall expire ten (10) years from the effective date of this Agreement which shall be March 5, 1997 unless sooner terminated under the provisions hereof. 5. GEOGRAPHIC AREA: The rights granted to Licensee hereunder shall be exercised by Licensee world wide. 6. DEFINITION OF "NET SALES PRICE": As used herein the term "Net Sales Price" shall mean the invoice price charged by Licensee for Licensed Products sold by Licensee less: A) Refunds, credits and allowances actually made or allowed to customers for returned Licensed Products; B) Any sales, or similar, taxes set forth as part of the invoice price; C) Trade discounts and allowances that would normally be incurred in Licensee's business exclusive of anticipations afforded to and actually taken by customers in payment of Licensed Products; and D) Any freight charges. If Licensee sells Licensed Products to a related marketing organization or any individual or company in whole or in part controlled or owned by Licensee, the invoice price used to determine the "Net Sales price" hereunder shall be, if greater than Licensee's "Net Sales Price", the invoice price at which the 2

Licensed Products are sold by such related entity to any unrelated customer in an arms length transaction. 7. ROYALTIES: For the License herein granted with respect to the Licensed Patents, Licensee shall pay to Licensor royalties in the sum equal to five percent (5%) of the "Net Sales Price" for Licensed Products sold. Should Licensor not be paid royalties of at least $25,000.00 for a full license year, beginning the first license year of this agreement, Licensor shall have the right: at any time during the succeeding license year to declare this exclusive license to be a non-exclusive license or to terminate the license, at Licensor's option. In such event Licensor may grant licenses to any other persons or entities on terms and conditions as Licensor deems appropriate. Licensee may retain the exclusive license by paying to Licensor, in addition to the royalties actually paid for any full license year, the difference between the sum of $25,000.00 and such royalties. Such payments must be made within thirty (30) days of the end of the license year. Licensor must notify Licensee, in writing, within ninety (90) days of the end of such license year of any termination or change in the status of the license to a non-exclusion license for failure to pay Licensee the minimum royalties recited herein. 8. LICENSEE'S RECORDS: Licensee shall keep and maintain at its regular place of business complete books and records of business transactions by Licensee in connection with the Licensed Products covered by the Licensed Patents, including, but not limited to, books and records relating to the "Net Sales Price" and orders for such products. Licensee's accounting records of sales, shipments, installations and returns of Licensed Products shall be maintained separately from accounting records relating to other items manufactured or sold by Licensee. Such books and records shall be maintained in accordance with generally accepted accounting procedures. Licensor, or its duly authorized agents or representatives, shall have the right to inspect such books and records at Licensee's premise during regular business hours, provided that Licensor shall give Licensee at least ten (10) days advanced written notice of its intention to do so and provided that such inspections will be limited to one inspection per calendar year. In the event that Licensee has understated "Net Sales Price" or underpaid royalties in excess of ten percent (10%) of said net shipments for the calendar year, Licensee shall forthwith and upon written demand also pay Licensor's costs, fees 3

and expenses incurred in conducting an audit with respect to books and records kept with respect to the Licensed Products. Should any audit disclose that the royalties paid exceed the actual royalties due, Licensee shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement. In the event no further royalties will be accruing under this Agreement, then to the extent such audit discloses that the royalties paid exceeded the actual royalties due, the excess shall be paid to Licensee. 9. LICENSEE'S MONTHLY REPORTS 0F SALES AND ROYALTY PAYMENTS: On or before the first day of each month during the term hereof, Licensee shall deliver to Licensor written statements certified to be true and correct by the Chief Financial Officer of Licensee, setting forth the sales and "Net Sales Prices" of Licensed Products for the proceeding month together with a check payable to Licensor in full payment of the earned royalties shown on such statement to be due under Section 7 hereof. 10. BEST EFFORTS OF LICENSEE: Licensee shall use its best efforts and skills to make, use and sell the Licensed Products. In the event Licensee fails to sell Licensed Products using such best efforts and skills, Licensor shall have the right to cancel and terminate this Agreement by giving written notice of such termination to Licensee. 11. RESTRICTIONS UPON SUBCONTRACTS: Licensee shall only have the right to enter into subcontracts including imports for the manufacture, use and sale of Licensed Products upon written consent of Licensor. Any subcontracts by Licensee shall be governed and condition on the same rights, privileges, restrictions and requirements including payment of royalties, right to inspect, and to take accountings as provided elsewhere in this Agreement. 12. ASSIGNMENT AND TRANSFERS: No assignment, transfer, sale, sub-license, or conveyance of any of Licensee's rights, duties or interest in this Agreement shall be made without Licensor's prior written consent and shall be subject to the provisions of this Agreement, including royalties, right to inspect, accountings, termination and rights of Licensor unless otherwise agreed to in writing between the parties. 4

13. PRESERVATION OF THE PATENTS: Licensee shall cause to appear on all Licensed Products and/or on all materials used in connection with the sale thereof such legends, markings and notices as may be required by laws governing the geographic area in order to give appropriate notice of all patent rights granted and pertaining to the Licensed Patents. Such products or materials associated with the Licensed Product should bear the mark "Patented" and the Patent Number(s) of the Licensed Patent(s). 14. INFRINGEMENT AND OTHER LITIGATION: Licensor represents that it is the sole owner of all rights to the Licensed Patents exclusive of the rights of all others. The Licensor has no present knowledge or belief that any of the claims of the Licensed Patents are not valid and enforceable and that Licensor has the absolute right to grant this License. In order to protect rights of each party under this Agreement, each party will keep the other fully informed of the infringement of any Licensed Patent by third parties. The Licensor shall have the right to be represented by council at Licensor's expense in any legal action taken to enforce any patent rights with respect to the Licensed Patents against a third party infringer. Responsibility for the cost and expenses of such legal action shall be mutually agreed upon in writing between the Licensor and Licensee prior to the institution of any such legal action. In any action by Licensor or Licensee whether by original petition, complaint, or by counterclaim against a third party for violation of patent rights in the Licensed Patents, each party shall be entitled to retain any settlement, recovery, and/or awarded damages in proportion to the agreed upon percentage of the cost and expenses of such action. Absent any agreement for maintaining such a legal matter to enforce the Patent Rights, Licensor shall, in its own judgment, take whatever action it deems necessary at its own expense. With respect to any third party suit or action against Licensee whether by original petition, complaint, or by counter-claim, seeking to declare invalid and/or unenforceable all or any of the claims of any of the Licensed Patents, the defense fees, cost, and expenses shall be agreed upon by the parties hereto as soon as reasonably practical after the commencement or such third party suit or action. If Licensor refuses to participate in any such third party suit or action, the Licensee may defend and prosecute such action and, in such event, shall be entitled to the entire amount of any award of damages, settlement or recover, 5

exclusive of royalties otherwise due to the Licensor. 15. DEFAULTS BY LICENSEE: Except as otherwise expressly provided for in this Agreement, in the event Licensee shall default in the performance of any of the terms and conditions to be performed hereunder, including the payment of royalties, and the same shall not be cured within ten days (10) after written notice to Licensee, Licensor may, at its option, or any time thereafter, cancel and terminate this Agreement. 16. LICENSOR'S RIGHT UPON TERMINATION: In the event this Agreement is cancelled or terminated, Licensee shall assign and transfer any and all rights of Licensee to all Licensed Patents and Licensed Products to Licensor and shall not thereafter use the same in any manner. Upon cancellation or termination, all Licensee's stock of Licensed Products on hand may be purchased by Licensor. 17. INSURANCE Licensee does indemnify and hold harmless Licensor for any liability or claim thereof based upon the manufacture, use and sale by Licensee of the Licensed products. To this end, Licensee and its Sub-Licensees, if any, agree to carry product liability insurance with respect to License Products. Such insurance may be obtained in conjunction with product liability insurance which covers products other than the Licensed Products. Licensee shall deliver to Licensor, at Licensor's request, a certificate evidencing the existence of such insurance policies promptly upon written request by Licensor. 18. ATTORNEY'S FEES AND APPLICABLE LAW: In the event Licensor or Licensee shall commence any action or proceeding against the other by reason of any breach or claimed breach of the performance of any of the terms or conditions of this Agreement, or to seek a judicial declaration or rights hereunder, the prevailing party of such action or proceeding shall be entitled to reasonable attorney's fees to be fixed by the court or the applicable hearing officer(s). In any legal action or proceeding brought in which any right or obligation arising from this Agreement is at issue, the law applicable hereunder shall be the law of the State of Kentucky. 6

19. NO AGENCY OF PARTIES: This Agreement does not make Licensee the agent or legal representative of Licensor nor Licensor the agent or legal representative of Licensee for any purpose whatsoever. Except as otherwise provided herein, Licensee is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of, or in the name of, Licensor or to bind Licensor in any manner or thing whatsoever; nor, except as otherwise provided herein, is Licensor granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, Licensee or to bind Licensee in any manner or thing whatsoever. No joint venture or partnership between Licensor and Licensee is intended nor shall be inferred. 20. ADDRESS FOR NOTICE All notices between the Licensor and Licensee shall be in writing addressed to Licensee or Licensor at the respect address set forth below and shall be effective upon receipt if mailed by first class mail. Licensor: Richard A. Nathan 2355 Harrodsburg Road Lexington, Kentucky 40504 Licensee: c/o, Arthur Birch, President and COO ECSI International, Inc. 23 Just Road Fairfield, New Jersey 07004 If any of the parties hereto shall during the term of this Agreement change address, then, upon given written notice to the other party of the new address, the new address shall be the address for notice hereunder. 21. WAIVER BY LICENSOR: In the event Licensor shall, at any time waive any of its rights hereunder this Agreement or the performance by Licensee of any of its obligations hereunder, such waiver shall not be construed as a continuous waiver or the same rights or obligations or a waiver of any other rights or obligations. 22. SEPARABILITY: Any provision of this Agreement which shall be, or is 7

determined to be, invalid, shall be effective, but such invalidity shall not affect the remaining provisions hereof. 23. BINDING UPON SUCCESSOR: This Agreement shall be binding upon and shall enure in order to the benefit it of the parties hereto and their respective heirs, successors and assigns. FOR LICENSOR MASON & HANGER NATIONAL, INC.
By: [ILLEGIBLE] its TREASURER ------------------------------3/7/97 ------------------------------Date

FOR LICENSEE; ECSI INTERNATIONAL, INC.
By: Arthur Birch its Pres. ---------------------------------11/29/96 ---------------------------------Date

Exhibit No. 10.4 Lease Agreement with 580 Brighton Road Associates for space in Clifton, New Jersey

This Lease Agreement, made the ___ day of March 6th 1998, Between 580 BRIGHTON ROAD ASSOCIATES Landlord located at 50 Mt. Prospect Avenue in the City of Clifton in the County of Passaic and State of New Jersey, herein designated as the Landlord, And ECSI INTERNATIONAL Tenant located at 23 Just Road in the Borough of Fairfield in the County of Essex and State of , herein designated as the Tenant; Premises Witnesseth that, the Landlord does hereby lease to the Tenant and the Tenant does hereby rent from the Landlord, the following described premises: Approximately 9,600 square feet of Office and Warehouse space as set forth on the attached Site Plan. Said Office and Warehouse space is located at 790 Bloomfield Avenue, Clifton, New Jersey, a/k/a: Block: #5607, Lot: #15 on the Tax Map of the City of Clifton, New Jersey. Term for a term of TEN (10) YEARS commencing on May 1, 1998, and ending on April 30, 2008, to be used and occupied only and for no other purpose than Office, Assembly, Warehouse and Distribution of Electronic Components. Use Upon the following Conditions and Covenants: 1st: The Tenant covenants and agrees to pay to the Landlord, as rent for and during the term hereof, the sum of ($473,025.00) FOUR HUNDRED SEVENTY THREE THOUSAND AND TWENTY FIVE DOLLARS. in the following manner: Payment of Rent SEE ATTACHED PAYMENT OF RENT SCHEDULE "A" Repairs and Care 2nd: The Tenant has examined the premises and has entered into this lease without any representation on the part of the Landlord as to the condition thereof. The Tenant shall take good care of the premises and shall at the Tenant's own cost and expense, make all repairs, including painting and decorating, and shall maintain the premises in good condition and state of repair, and at the end or other expiration of the term hereof, shall deliver up the rented premises in good order and condition, wear and tear from a reasonable use thereof, and damage by the elements not resulting from the neglect or fault of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and maintain the same in a clean condition, free from debris, trash, refuse, snow and ice. Glass, etc. Damage Repairs 3rd: In case of the destruction of or any damage to the glass in the leased premises, or the destruction of or damage of any kind whatsoever to the said premises, caused by the carelessness, negligence or improper

conduct on the part of the Tenant or the Tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors, the Tenant shall repair the said damage or replace or restore any destroyed parts of the premises, as speedily as possible, at the Tenant's own cost and expense. Alterations Improvements 4th: No alterations, additions or improvements shall be made, and no climate regulating, air conditioning, cooling, heating or sprinkler systems, television or radio antennas, heavy equipment, apparatus and fixtures, shall be installed in or attached to the leased premises, without the written consent of the Landlord. Unless otherwise provided herein, all such alterations, additions or improvements and systems, when made, installed in or attached to the said premises, shall belong to and become the property of the Landlord and shall be surrendered with the premises and as part thereof upon the expiration or sooner termination of this lease, without hindrance, molestation or injury. Signs 5th: The Tenant shall not place nor allow to be placed any signs of any kind whatsoever, upon, in or about the said premises or any part thereof, except of a design and structure and in or at such places as may be indicated and consented to by the Landlord in writing. In case the Landlord or the Landlord's agents, employees or representatives shall deem it necessary to remove any such signs in order to paint or make any repairs, alterations or improvements in or upon said premises or any part thereof, they may be so removed, but shall be replaced at the Landlord's expense when the said repairs, alterations or improvements shall have been completed. Any signs permitted by the Landlord shall at all times conform with all municipal ordinances or other laws and regulations applicable thereto. Utilities 6th: The Tenant shall pay when due all the rents or charges for water or other utilities used by the Tenant, which are or may be assessed or imposed upon the leased premises or which are or may be charged to the Landlord by the suppliers thereof during the term hereof, and if not paid, such rents or charges shall be added to and become payable as additional rent with the installment of rent next due or within 30 days of with respect to the Leased Premises demand therefor, whichever occurs sooner. Compliance with Laws etc. 7th: The Tenant shall promptly comply with all laws, ordinances, rules, regulations, requirements and directives of the Federal, State and Municipal Governments or Public Authorities and of all their departments, bureaus and subdivisions, applicable to and affecting the said premises, their use and occupancy, for the correction, prevention and abatement of nuisances, violations or other grievances in, upon or connected with the said premises, during the term hereof; and shall promptly comply with all orders, regulations, requirements and directives of the Board of Fire Underwriters or similar authority and of any insurance companies which have issued or are about to issue policies of insurance covering the said premises and its contents, for the prevention of fire or other casualty, damage or injury, at the Tenant's own cost and expense. Liability Insurance Indemnification 8th: The Tenant, at Tenant's own cost and expense, shall obtain or provide and keep in full force for the benefit of the Landlord, during the term hereof, general public liability insurance, insuring the Landlord against any and all liability or claims of liability arising out of, occasioned by or resulting from any accident or otherwise in or about the leased premises, for injuries to any person or persons, for limits of not less than $1,000,000 for injuries to one person and $1,000,000 for injuries to more than one person, in any one accident or occurrence, and for loss or damage to the property of any person or persons, for not less than $500,000. The policy or policies of insurance shall be of a company or companies authorized to do business in this State and shall be delivered to the Landlord, together with evidence of the payment of the premiums therefor, not less than fifteen days prior to the commencement of the term hereof or of the date when the Tenant shall enter into possession, whichever occurs

sooner. At least fifteen days prior to the expiration or termination date of any policy, the Tenant shall deliver a renewal or replacement policy with proof of the payment of the premium therefor. The Tenant also agrees to and shall save, hold and keep harmless and indemnify the Landlord from and for any and all payments, expenses, costs, attorney fees and from and for any and all claims and liability for losses or damage to property or injuries to persons occasioned wholly or in part by or resulting from any acts or omissions by the Tenant or the Tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors, or for any cause or reason whatsoever arising out of or by reason of the occupancy by the Tenant and the conduct of the Tenant's business.

RENT SCHEDULE "A" The Rent is payable in advance on the first (1st) day of each month as follows: 5/1/1998 to 4/30/1999 - $3,600.00 Per Month ($43,200) Per Annum 5/1/1999 to 4/30/2000 - $3,672.00 Per Month ($44,064) Per Annum * 5/1/2000 to 4/30/2001 - $3,745.41 Per Month ($44,945) Per Annum * 5/1/2001 to 4/30/2002 - $3,820.33 Per Month ($45,844) Per Annum * 5/1/2002 to 4/30/2003 - $3,896.75 Per Month ($46,761) Per Annum * 5/1/2003 to 4/30/2004 - $3,974.66 Per Month ($47,696) Per Annum * 5/1/2004 to 4/30/2005 - $4,054.16 Per Month ($48,650) Per Annum * 5/1/2005 to 4/30/2006 - $4,135.12 Per Month ($49,623) Per Annum * 5/1/2006 to 4/30/2007 - $4,217.91 Per Month ($50,615) Per Annum * 5/1/2007 to 4/30/2008 - $4,302.25 Per Month ($51,627) Per Annum * * RENT REFLECTS A 2% ANNUAL INCREASE

Assignment 9th: The Tenant shall not, without the written consent of the Landlord, assign, mortgage or hypothecate this lease, nor sublet or sublease the premises or any part thereof. Restriction of Use 10th: The Tenant shall not occupy or use the leased premises or any part thereof, nor permit or suffer the same to be occupied or used for any purposes other than as herein limited, nor for any purpose deemed unlawful, disreputable, or extra hazardous, on account of fire or other casualty. Mortgage Priority 11th: This lease shall not be a lien against the said premises in respect to any mortgages that may hereafter be placed upon said premises. The recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this lease, irrespective of the date of recording and the Tenant agrees to execute any instruments, without cost, which may be deemed necessary or desirable, to further effect the subordination of this lease to any such mortgage or mortgages. A refusal by the Tenant to execute such instruments shall entitle the Landlord to the option of cancelling this lease, and the term hereof is hereby expressly limited accordingly. Condemnation Eminent Domain 12th: If the land and premises leased herein, or of which the leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and or shall sell and convey the said premises or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof, then this lease, at the option of the Landlord, shall terminate, and the term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the said lands and premises or any portion thereof. The Tenant covenants and agrees to vacate the said premises, remove all the Tenant's personal property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages and losses as the Landlord may incur by reason of the Tenant's breach thereof. Fire and other Casualty 13th: In case of fire or other casualty, the Tenant shall give immediate notice to the Landlord. If the premises shall be partially damaged by fire, the elements or other casualty, the Landlord shall repair the same as speedily as practicable, but the Tenant's obligation to pay the rent hereunder shall not cease. If, in the opinion of the Landlord, the premises be so extensively and substantially damaged as to render them untenantable, then the rent shall cease until such time as the premises shall be made tenantable by the Landlord. However, if in the opinion of the Landlord, the premises be totally destroyed or so extensively and substantially damaged as to require practically a rebuilding thereof, then the rent shall be paid up to the time of such destruction and then and from thenceforth this lease shall come to an end. In no event however, shall the provisions of this clause become effective or be applicable, if the fire or other casualty and damage shall be the result of the carelessness, negligence or improper conduct of the Tenant or the Tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors. In such case, the Tenant's liability for the payment of the rent and the performance of all the covenants, conditions and terms hereof on the Tenant's part to be performed shall continue

and the Tenant shall be liable to the Landlord for the damage and loss suffered by the Landlord. If the Tenant shall have been insured against any of the risks herein covered, then the proceeds of such insurance shall be paid over to the Landlord to the extent of the Landlord's costs and expenses to make the repairs hereunder, and such insurance carriers shall have no recourse against the Landlord for reimbursement. Reimbursement of Landlord 14th: If the Tenant shall fail or refuse to comply with and perform any conditions and covenants of the within lease, the Landlord may, if the Landlord so elects, carry out and perform such conditions and covenants, at the cost and expense of the Tenant, and the said cost and expense shall be payable on demand, or at the option of the Landlord shall be added to the installment of rent due immediately thereafter but in no case later than one month after such demand, whichever occurs sooner, and shall be due and payable as such. This remedy shall be in addition to such other remedies as the Landlord may have hereunder by reason of the breach by the Tenant of any of the covenants and conditions in this lease contained. Inspection and Repair 15th: The Tenant agrees that the Landlord and the Landlord's agents, employees or other representatives, shall have the right to enter into and upon the said premises or any part thereof, at all reasonable hours, for the purpose of examining the same or making such repairs or alterations therein as may be necessary for the safety and preservation thereof. This clause shall not be deemed to be a covenant by the Landlord nor be construed to create an obligation on the part of the Landlord to make such inspection or repairs. Right to Exhibit 16th: The Tenant agrees to permit the Landlord and the Landlord's agents, employees or other representatives to show the premises to persons wishing to rent or purchase the same, and Tenant agrees that on and after next preceding the expiration of the term hereof, the Landlord or the Landlord's agents, employees or other representatives shall have the right to place notices on the front of said premises or any part thereof, offering the premises for rent or for sale; and the Tenant hereby agrees to permit the same to remain thereon without hindrance or molestation. Increase of Insurance Rates 17th: If for any reason it shall be impossible to obtain fire and other hazard insurance on the buildings and improvements on the leased premises, in an amount and in the form and in insurance companies acceptable to the Landlord, the Landlord may, if the Landlord so elects at any time thereafter, terminate this lease and the term hereof, upon giving to the Tenant fifteen days notice in writing of the Landlord's intention so to do, and upon the giving of such notice, this lease and the term thereof shall terminate. If by reason of the use to which the premises are put by the Tenant or character of or the manner in which the Tenant's business is carried on, the insurance rates for fire and other hazards shall be increased, the Tenant shall upon demand, pay the Landlord, as rent, the amounts by which the premiums for such insurance are increased. Such payment shall be paid with the next installment of rent but in no case later than one month after such demand, whichever occurs sooner. Removal of Tenant's Property 18th: Any equipment, fixtures, goods or other property of the Tenant, not removed by the Tenant upon the termination of this lease, or upon any quitting, vacating or abandonment of the premises by the Tenant, or upon the Tenant's eviction, shall be considered as abandoned and the Landlord shall have the right, without any notice to the Tenant, to sell or otherwise dispose of the same, at the expense of the Tenant, and shall not be accountable to the Tenant for any part of the proceeds of such sale, if any. Remedies upon Tenant's Default 19th: If there should occur any default on the part of the Tenant in the performance of any conditions and covenants herein contained, or if during the term hereof the premises or any part thereof shall be or become abandoned or deserted, vacated or vacant, or should the Tenant be evicted by summary proceedings or otherwise, the Landlord, in addition to any other remedies herein contained or as may be permitted by law, may either by force or otherwise, without being liable for prosecution therefor, or for damages, re-enter the said

premises and the same have and again possess and enjoy; and as agent for the Tenant or otherwise, re-let the premises and receive the rents therefor and apply the same, first to the payment of such expenses, reasonable attorney fees and costs, as the Landlord may have been put to in re-entering and repossessing the same and in making such repairs and alterations as may be necessary; and second to the payment of the rents due hereunder. The Tenant shall remain liable for such rents as may be in arrears and also the rents as may accrue subsequent to the re-entry by the Landlord, to the extent of the difference between the rents reserved hereunder and the rents, if any, received by the Landlord during the remainder of the unexpired term hereof, after deducting the aforementioned expenses, fees and costs; the same to be paid as such deficiencies arise and are ascertained each month. Termination on Default 20th: Upon the occurrence of any of the contingencies set forth in the preceding clause, or should the Tenant be adjudicated a bankrupt, insolvent or placed in receivership, or should proceedings be instituted by or against the Tenant for bankruptcy, insolvency, receivership, agreement of composition or assignment for the benefit of creditors, or if this lease or the estate of the Tenant hereunder shall pass to another by virtue of any court proceedings, writ of execution, levy, sale, or by operation of law, the Landlord may, if the Landlord so elects, at any time thereafter, terminate this lease and the term hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other person in charge of or acting as custodian of the assets or property of the Tenant, five days notice in writing, of the Landlord's intention so to do. Upon the giving of such notice, this lease and the term hereof shall end on the date fixed in such notice as if the said date was the date originally fixed in this lease for the expiration hereof; and the Landlord shall have the right to remove all persons, goods, fixtures and chattels therefrom, by force or otherwise, without liability for damages. [ILLEGIBLE] on-Liability of Landlord 21st: The Landlord shall not be liable for any damage or injury which may be sustained by the Tenant or any other person, as a consequence of the failure, breakage, leakage or obstruction of the water, plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like or of the electrical, gas, power, conveyor, refrigeration, sprinkler, airconditioning or heating systems, elevators or hoisting equipment; or by reason of the elements; or resulting from the carelessness, negligence or improper conduct on the part of any other Tenant or of the Landlord or the Landlord's or this or any other Tenant's agents, employees, guests, licensees, invitees, subtenants, assignees or successors; or attributable to any interference with, interruption of or failure, beyond the control of the landlord, of any services to be furnished or supplied by the Landlord. [ILLEGIBLE] on-Waiver [ILLEGIBLE] Landlord 22nd: The various rights, remedies, options and elections of the Landlord, expressed herein, are cumulative, and the failure of the Landlord to enforce strict performance by the Tenant of the conditions and covenants of this lease or to exercise any election or option, or to resort or have recourse to any remedy herein conferred or the acceptance by the Landlord of any installment of rent after any breach by the Tenant, in any one or more instances, shall not be construed or deemed to be a waiver or a relinquishment for the future by the Landlord of any such conditions and covenants, options, elections or remedies, but the same shall continue in full force and effect.

Non-Performance by Landlord 23rd: This lease and the obligation of the Tenant to pay the rent hereunder and to comply with the covenants and conditions hereof, shall not be affected, curtailed, impaired or excused because of the Landlord's inability to supply any service or material called for herein, by reason of any rule, order, regulation or preemption by any governmental entity, authority, department, agency or subdivision or for any delay which may arise by reason of negotiations for the adjustment of any fire or other casualty loss or because of strikes or other labor trouble or for any cause beyond the control of the Landlord. Validity of Lease 24th: The terms, conditions, covenants and provisions of this lease shall be deemed to be severable. If any clause or provision herein contained shall be adjudged to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision herein, but such other clauses or provisions shall remain in full force and effect. Notices 25th: All notices required under the terms of this lease shall be given and shall be complete by mailing such notices by certified or registered mail, return receipt requested, to the address of the portion as shown at the head of this lease, or to such other address as may be designated in writing, which notice of change of address shall be given in the same manner. Title and Quiet Enjoyment 26th: The Landlord covenants and represents that the Landlord is the owner of the premises herein leased and has the right and authority to enter into, execute and deliver this lease; and does further covenant that the Tenant on paying the rent and performing the conditions and covenants herein contained, shall and may peaceably and quietly have, hold and enjoy the leased premises for the term aforementioned. Entire Contract 27th This lease contains the entire contract between the parties. No representative, agent or employee of the Landlord has been authorized to make any representations or promises with reference to the within letting or to vary, alter or modify the terms hereof. No addition, changes or modifications, renewals or extensions hereof, shall be binding unless reduced to writing and signed by the Landlord and the Tenant. Tax Increase 28th: If in any calendar year during the term and of any renewal or extension of the term hereof, the annual municipal taxes assessed against the land and improvements leased hereunder or of which the premises herein leased are a part, shall be greater than the municipal taxes assessed against the said lands and improvements for the calendar year 19 , which is hereby designated as the base year, then, in addition to the rent herein fixed, the Tenant agrees to pay a sum equal to ________ of the amount by which said tax exceeds the annual tax for the base year, inclusive of any increase during any such calendar year. The said sum shall be considered as additional rent and shall be paid in as many equal installments as there are months remaining in the calendar year in which said taxes exceed the taxes for the base year, on the first day of each month in advance, during the remaining months of that year. If the term hereof shall commence after the first day of January or shall terminate prior to the last day of December in any year, then such additional rent resulting from a tax increase shall be proportionally adjusted for the fraction of the calendar year involved. Mechanics' Liens 29th: If any mechanics' or other liens shall be created or filed against the leased premises by reason of labor performed or materials furnished for the Tenant in the erection, construction, completion, alteration, repair or addition to any building or improvement, the Tenant shall upon demand, at the Tenant's own cost and expense, cause such lien or liens to be satisfied and discharged of record together with any Notices of Intention that may have been filed. Failure so to do, shall entitle the Landlord to resort to such remedies as are provided herein in

the case of any default of this lease, in addition to such as are permitted by law. Waiver of Subrogation Rights 30th: The Tenant waives all rights of recovery against the Landlord or Landlord's agents, employees or other representatives, for any loss, damages or injury of any nature whatsoever to property or persons for which the Tenant is insured. The Tenant shall obtain from Tenant's insurance carriers and will deliver to the Landlord, waivers of the subrogation rights under the respective policies. Security 31st: The Tenant has this day deposited with the Landlord the sum of $10,800.00* as security of the payment of the rent hereunder and the full and faithful performance by the Tenant of the covenants and conditions on the part of the Tenant to be performed. Said sum shall be returned to the Tenant, without interest, after the expiration of the term hereof, provided that the Tenant has fully and faithfully performed all such covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the Landlord so elects, have recourse to such security, to make good any default by the Tenant, in which event the Tenant shall, on demand, promptly restore said security to its original amount. Liability to repay said security to the Tenant shall run with the reversion and title to said premises, whether any change in ownership thereof be by voluntary alienation or as the result of judicial sale, foreclosure or other proceedings, or the exercise of a right of taking or entry by any mortgagee. The Landlord shall assign or transfer said security, for the benefit of the Tenant, to any subsequent owner or holder of the reversion or title to said premises, in which case the assignee shall become liable for the repayment thereof as herein provided, and the assignor shall be deemed to be released by the Tenant from all liability to return such security. This provision shall be applicable to every alienation or change in title and shall in no wise be deemed to permit the Landlord to retain the security after termination of the Landlord's ownership of the reversion or title. The Tenant shall not mortgage, encumber or assign said security without the written consent of the Landlord.* - It is expressly understood that the Landlord will return to the Tenant $3,600.00 reducing Security Deposit to $7,200 at the end of the 5th year (May 1, 2003). Conformation with Laws and Regulations The Landlord may pursue the relief or remedy sought in any invalid clause, by conforming the said clause with the provisions of the statutes or the regulations of any governmental agency in such case made and provided as if the particular provisions of the applicable statutes or regulations were set forth herein at length. In all references herein to any parties, persons, entities or corporations the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require. All the terms, covenants and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs, executors, administrators, personal or legal representatives, successors and assigns. In Witness Whereof, the parties hereto have hereunto set their hands and seals, or caused these presents to be signed by their proper corporate officers and their proper corporate seal to be hereto affixed, the day and year first above written.
Signed, Sealed and Delivered in the presence of or Attested by /s/ Victoria Ramos ------------------------------580 BRIGHTON ROAD ASSOCIATES By: /s/ Thomas A. Cupo ------------------------------Thomas A. Cupo Landlord Managing General Partner

ECSI INTERNATIONAL ------------------------------Tenant

By: /s/ Arthur Birch ------------------------------Arthur Birch President

State of New Jersey, County of I Certify that on

ss.: , 19 , personally came before me

and acknowledged under oath, to my satisfaction, that this person (or if more than one, each person): (a) is named in and personally signed this document; and (b) signed, sealed and delivered this document as his or her act and deed. (Print name and title below signature) State of New Jersey, County of ss.: I Certify that on , 19 , personally came before me, and this person acknowledged under oath, to my satisfaction, that: (a) this person is the secretary of the corporation named in this document; (b) this person is the attesting witness to the signing of this document by the proper corporate officer who is the President of the corporation; (c) this document was signed and delivered by the corporation as its voluntary act duly authorized by a proper resolution of its Board of Directors; (d) this person knows the proper seal of the corporation which was affixed to this document; and (e) this person signed this proof to attest to the truth of these facts.
Signed and sworn to before me on , 19 . _________________________________________ (Print name of attesting witness below signature)

__________________________________

Lease

580 BRIGHTON ROAD ASSOCIATES TO ECSI INTERNATIONAL

Dated, March , 1998

Expires, April 30, 2008 Rent, $473,025.00 Prepared by: ASSIGNMENT OF LEASE For one dollar and other good and valuable consideration, the Tenant as Assignor, assigns this Lease and all the Assignor's rights and privileges therein, including any and all monies deposited with the Landlord as security,

subject to all the terms, covenants and conditions contained therein; and the Assignee accepts this Assignment of Lease and assumes and agrees to comply with and be bound by the terms, covenants and conditions in said Lease contained. The signature of the Landlord hereto is evidence of the Landlord's consent to and acceptance of this Assignment of Lease.
__________________________________ Assignee __________________________________ Assignor

__________________________________ Landlord

RIDER TO LEASE BETWEEN 580 BRIGHTON ROAD ASSOCIATES AND ECSI INTERNATIONAL

For premises located at 790 BLOOMFIELD AVENUE, CLIFTON, NEW JERSEY The provisions contained in the paragraphs in this Rider shall control to the extent that they are inconsistent with provisions contained in paragraphs 1st through 31A.
32. REPAIRS: The Tenant shall, at its sole expense, make all necessary repairs to the leased premises, including but not limited to the boiler, heating system, plumbing system, electrical system, sewage system and other utility systems and equipment, windows, window glass, fixtures, and all appliances, and their appurtenances, and all equipment used in connection with the leased premises, except for repairs to the roof, structural walls and parking lot. Repairs to the roof, structural walls and parking lot shall be the responsibility of the Tenant, only in the event that the roof, structural walls or parking lot is damaged as a result of the Tenant's operations or negligence. Such repairs, ordinary as well as extraordinary, shall be made promptly as and when necessary. All repairs shall be in quality and class at least equal to the original work. Repairs, alterations and improvements shall be done using workmanlike standards. All work shall be performed in compliance with all applicable laws, ordinances, codes, rules and regulations. The Tenant shall be responsible for maintaining the painting and decoration of the interior of the leased premises. On default of the Tenant in making such repairs the Landlord may, but shall not be required to make such repairs and replacements, for the Tenant's account, and the expense thereof, together with 1 1/2% interest per month thereon shall constitute and be collectable as additional rent. Landlord shall provide Tenant with written notice of default and a twenty (20) day period to cure prior to Landlord undertaking said repairs. The Landlord represents that the condition of the mechanical systems in the premises are in good working order and will be maintained by the Landlord at the Landlord's sole expense for the first year of this Lease. Thereafter, all repairs will be the sole responsibility of the Tenant. However, replacements of the heating, ventilation or air conditioning systems will be prorated between the Landlord and the Tenant as follows: The Tenant shall pay that proportion of the replacement equal to the number of years it has been a tenant at the premises divided by the age of the failed mechanical system. For example if the heater needs to be replaced after four years following the commencement of the Tenant's tenancy hereunder and the heater was 16 years old at that time, the Tenant will pay twenty-five (25%) percent (4 divided by 16) of the heater replacement. IMPROVEMENTS TO LEASEHOLD PREMISES: (a) Subject to the representation set forth in Paragraph 33B, the Landlord will complete the following improvements: The Landlord shall build Office Space per attached plan. All offices to be painted, carpeted, air-conditioned. Landlord shall install a new entrance on side of the building. All expenses incurred for improvements by Landlord. See Schedule "B". The Landlord shall construct the leased premises in accordance to the Plans prepared by J. Thomas Camlet & Sons. Plans shall be approved prior to commencement of construction by both the Landlord and the Tenant. (b) All alterations being constructed by the Landlord to the leased premises pursuant to this Lease shall be done in a good and workmanlike manner and substantially completed prior to the commencement of the term of this Lease. Landlord reserves the right to extend the time period to complete for thirty days provided the work is started and substantially completed before the commencement date. In the event the Landlord fails to complete the work prior to the expiration of the extension period, Landlord shall be in default and tenant may elect to terminate the lease. Tenants' election to terminate shall be provided to Landlord, in writing,

33-A

within ten (10) days after the expiration date of the applicable time period for completion or such right of termination shall be waived.

1

(c) Notwithstanding the provisions of paragraph four (4) of this Lease, all trade fixtures, equipment and movable furniture of the Tenant shall at all times, remain the properties of the Tenant and can be removed by Tenant at any time, provided that the same can be removed without damage to the leased premises, and the leased premises are restored to their original condition or better. 33-B. Landlord represents that all of the systems, equipment, windows, glass, roof, fixtures, and all appliances shall be in good working order as of the commencement date of the lease. 34. TENANTS OBLIGATION TO PAY RENT: Under no condition shall the Tenant fail to pay rent when due and owing under the provision of this lease. Any claims, which the Tenant may have against the Landlord, shall not be offset against rent or additional rent herein provided to be paid by the Tenant. If the Tenant shall fail or refuse to comply with and perform any conditions and covenants of this Lease, the Landlord, if the Landlord so elects, may, but shall not be obligated to, carry out and perform such conditions and convenants at the cost and expense of the Tenant, plus interest at the rate of one-and-one half percent (1.5%) for each month due. The said costs and expenses shall be payable on demand, or, at the option of the Landlord, shall be added to the installment of rent due immediately thereafter but in no case later than one (1) month after such demand, whichever occurs sooner. This remedy shall be in addition to any other remedies, which the Landlord may have by reason of the breach by the Tenant of any of the convenants and conditions contained in this lease. The Landlord shall have the right to commence summary proceeding or such other legal actions against Tenant for non-payment or other deficiencies or defaults by the Tenant under this Lease. 35. ISRA COMPLIANCE: Tenant shall, at Tenant's own expense, comply with the Environmental Cleanup Responsibility Act, N.J.S.A 13.lk-6 et seq. and the regulations promulgated thereunder ("ISRA") and all applicable Environmental Laws, Regulations, Codes and Standards including but not limited to the Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 and the Environmental Rights Act, N.J.S.A. 2A:35A-1. Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of, the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection (NJDEP") and any and all applicable Federal Laws. Should the Bureau or any other division of NJDEP or the Federal Government determine that a cleanup plan be prepared, and/or that a cleanup be undertaken because of any spills or discharges of hazardous or toxic substances or wastes at the premises which occur during the term of this Lease, then Tenant shall, at Tenant's own expense, prepare and submit the required plans and financial assurances and carry out the approved plans. Landlord shall be responsible for all pre existing conditions; Tenant has right to review our files in reference to NJDEP. Tenant's obligations under this paragraph shall arise if there is any closing, terminating or transferring of its operations at the premises pursuant to ISRA or applicable Federal Laws, whether triggered by Landlord or by the Tenant. At no expense to Landlord, Tenant shall promptly provide all information, affidavits, testing or sampling of the demised premises as requested by Landlord or NJDEP in connection with any ISRA submission by Landlord. Should Tenant's operation at the premises be outside of those industrial operations covered by ISRA, Tenant shall, at Tenant's own expense, obtain a letter of non-applicability from NJDEP prior to the termination of the Lease term and shall promptly provide non-applicability submission and the NJDEP non-applicability letter to Landlord. Tenant shall commence its ISRA submission to the NJDEP in anticipation of the end of the Lease term no later than one (1) year prior to the expiration of the Lease term. Tenant shall promptly furnish the Landlord true and complete copies of all documents, submissions and correspondence provided by Tenant to NJDEP and all documents, reports, directives and correspondence provided by NJDEP to Tenant. Tenant shall also promptly furnish to Landlord true and complete copies of all sampling and test results and reports obtained and prepared from samples and tests taken at and around the Premises. Prior to the termination of the Lease, Tenant shall obtain either i) a non-applicability letter, ii) a negative declaration, or (iii) final approval of cleanup from NJDEP. 2

Tenant shall indemnify defend and save harmless Landlord from all fines, suits, procedures, claims and actions of any kind arising out or of in any way connected with any spills or discharges of hazardous or toxic substances or wastes at the premises which occur due to Tenant's use or occupancy, and from all fines, suits, procedures, claims and actions of any kind arising out of Tenant's failure to provide all information, make all submissions and take all action required by the ISRA, the Bureau, or any other division of NJDEP or the Federal government arising out of the Tenant's use and occupancy of the Premises. Tenant's obligation and liabilities under this paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous or toxic substances or wastes at the premises which occur during the term of this Lease. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant's default under this paragraph shall constitute a material default and conditional limitation hereunder. Tenant agrees that this Lease may be terminated upon ninety (90) days' notice that Tenant's use violates the Environmental provisions of this lease or fails to comply with any applicable Environmental Law, Regulation or Code, and is not curable, in Landlord's reasonable opinion within said ninety (90) day period. Tenant shall, in any event, remain liable for all costs and liabilities incurred as a result of its operations or the cessation thereof, which liability shall survive the expiration or sooner termination of this Lease. Tenant shall not be responsible for any liabilities which arise or may arise as a result of any activities or occurrences at or about the demised premises, which occurred prior to Tenant's occupancy and shall be responsible only for such liabilities as may arise as a result of or relating to Tenant's use. Landlord represents that there are no known spills or discharges of hazardous substances within Tenants space. Landlord and Tenant acknowledge that the entire property is subject to on going ECRA/ISRA clean up. The tenant shall not be responsible for any costs regarding said ECRA/ISRA clean up. In the event that there shall be filed a lien against the Premises by the New Jersey Department of Environmental Protection ("Department"), pursuant to and in accordance with the provisions of the Spill Compensation and control Act (N.J.S.A. 58:10-23.11 et seq.), as a result of the chief executive of the New Jersey Spill Compensation Fund having expended monies from said fund to pay for "Damages", as such term is defined in N.J.S.A. 58:10-23.11g, and/or "Cleanup and Removal Costs" as such term is defined in N.J.S.A. 58:10-2311b (d), arising from an intentional or unintentional action or omission or Tenant resulting in the releasing, spilling, pumping, pouring, emitting, emptying or dumping of "Hazardous Substances", as such term is defined in N.J.S.A. 58:100-23111 b(k), into the waters of the State of New Jersey or onto lands from which it might flow or drain into said waters, then Tenant shall, within thirty (30) days after the date that Tenant is given notice that the lien has been placed against the Premises or within such shorter period of time in the event that the State of New Jersey has commenced steps to cause the Premises to be sold pursuant to the lien, either (A) pay the claim and remove the lien from the Premises, or (B) furnish a bond, letter of credit, cash or other security reasonably satisfactory to Landlord in an amount sufficient to discharge the claim out of which the lien arises. In the event that the Department shall serve upon Tenant a directive to remove or arrange for the removal of discharge of any hazard substances on the Premises, and Tenant shall not comply with the directive within thirty (30) days from its date or such other period as described therein, to the satisfaction of the Department, such noncompliance shall constitute an event of default, unless Tenant shall furnish a bond, letter of credit, cash or other security reasonably satisfactory to Landlord in an amount sufficient to pay the costs of taking the actions required by said directive. 36. ENVIRONMENTAL COMPLIANCE AND WARRANTIES: (a) (i) "Hazardous Substances" include any pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials, or hazardous substances as defined in or pursuant to the Environmental Cleanup Responsibility Act, as amended, N.J.S.A. 13:1K-6, et seq. ("ISRA"); the Spill Compensation and Control Act, as amended, N.J.S.A. 58:10-23.11, et seq. ("SPILL ACT"); the Solid Waste Management Act, as amended, N.J.S.A. 13:1E-1, et seq.; the Resource and Conservation Recovery Act, as amended, 42 U.S.C. |_|6901, et seq. ("RCRA"); the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. |_|9601 ("CERCLA") or any other present or future federal, state or local environmental law, ordinance, rule or regulation. 3

(ii) "Release" means releasing, spilling, leaking, pumping, pouring, omitting, emptying, discharging, injecting, leaching, disposing or dumping. (iii) "Notice," means any summons, citation, directive, order, claim, litigation, investigation, proceeding, judgment, letter or other communication, written or oral, actual or threatened from the New Jersey Department of Environmental Protection and Energy ("NJDEPE"), the United States Environmental Protection Agency ("USEPA"), or other federal, state or local agency or authority, or any other entity or any individual, concerning any act or omission resulting or which may result in the Releasing of Hazardous Substances into the waters or onto the lands of the State of New Jersey, or into waters outside the jurisdiction of the State of New Jersey, or into the environment, as such terms are defined in CERCLA. (iv) "Environmental Laws" shall include (A) CERCLA; (B) RCRA; (C) ISRA; (D) the Spill Act; (E) New Jersey Underground Storage of Hazardous Substances Act, as amended, N.J.S.A. 58:10A-21, et seq; (F) the New Jersey Water Pollution Control Act, as amended, N.J.S.A., 58:10A-1, et seq. ("WPCA"); (G) the Air Pollution Control Act, as amended, N.J.S.A., 26:2C-1, et seq. ("APCA"); and (H) any and all present or future laws, statutes, ordinances, regulations and executive orders, federal and state and local in any way related to the protection of human health or the environment. (b) Except in connection with the Tenant's permitted use of the demised premises under this Lease, the demised premises shall not be used or occupied by the Tenant to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, or process any Hazardous Substances, except on written permission of the Landlord, which permission may be arbitrarily withheld. Nothing in this lease shall prohibit the Tenant from using Hazardous Substances in amounts which are customary and necessary in connection with the Tenants permitted use of the demised premises, in which case the Tenant shall comply with all laws in connection with such use. In no case shall the demised premises be used by the Tenant in such manner that it is considered a Major Facility as that term is defined under the Spill Act. (c) Tenant shall indemnify, defend and hold the Landlord harmless from and against any and all liabilities, losses and costs or claims by third parties, including all governmental authorities, including the Landlord's reasonable counsel fees which the Landlord may incur related to Tenant's violation of Environmental Laws arising out of or incident to Tenant's use of the demised premises. Tenant convenants and agrees to notify the Landlord within a reasonable amount of time of any Notice served upon it with respect to any such claim that the Tenant has violated Environmental Laws. Tenant further warrants and represents that upon Notice of such violations it will take reasonable steps to halt, remedy or cure the violations which have been caused solely by the Tenant, by its use of the demised premises. (d) The Landlord represents and warrants there exists no Notice related to Hazardous Substances or contamination in connection with the demised premises. (e) Tenant warrants and represents that its Standard Industrial Classification ("SIC") number which most closely describes the Tenant's anticipated operations at the demised premises, as defined by the most recent edition of the Standard Industrial Classification Manual published by the Federal Executive Office of the President, Office of Management and Budget is 3699-3665 which is not that of an industrial establishment as defined under ISRA and agrees that it will not change its business operations in any manner so as to render Tenant's anticipated operation subject to ISRA without the prior written consent oF Landlord. (f) At all times after the effective date of the Lease, the Tenant shall, at its sole cost and expense, fulfill, observe and comply with, and keep its operations and the demised premises, in compliance with any and all Environmental Laws relating to Tenant's operations. Tenant shall be responsible for obtaining all permits required pursuant to any Environmental Laws relating to its operations. The Landlord shall be solely responsible for the condition of the demised premises as of the effective date of the Lease, including, but not limited to, the presence of Hazardous Substances on the demised premises and any Hazardous Substances affecting the demised premises during the term of the Lease caused by the Landlord, its agents, employees or invitees, including contractors and Subcontractors. The Tenant shall be responsible for any Hazardous Substances affecting the demised premises caused by Tenant's operations during the term of the Lease. Notwithstanding anything herein, in the event of the presence of Hazardous Substances on the demised premises, the Tenant and the Landlord shall make reasonable measures to mitigate damages to the demised premises to the extent the Tenant and the Landlord are capable of doing so.

4

(g) Notwithstanding anything to this lease to the contrary, Tenant shall not be responsible for the cleanup or remediation of any Hazardous Substances on the demised premises prior to the commencement date of this lease. Tenant shall co-operate with Landlord in Landlord's compliance with ISRA and other environmental laws, statutes, ordinances, rules and regulations. 37. LANDLORD'S CONSENT: Wherever herein the Landlord's consent is required for any action by the Tenant, such consent shall not be unreasonably withheld. 38. LANDLORDS LIABILITY/INDEMNIFICATION: It is expressly agreed that the Landlord shall not be liable for any damage or injury to person or property how-so-ever caused which may be sustained by the Tenant or other person, including, without limitation, any damage or injury caused by or resulting from fire, explosion, steam, gas, electricity, water, rain, snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or caused by or resulting from any act or failure to act on the part of other tenants or persons in said building or from any other cause of what-so-ever nature, unless caused by or due to the intentional or tortious act of Landlord or its agents. Neither Landlord nor any of its agents, employees, licensees and/or invitees shall be liable for any damage to property of Tenant or other entrusted to employees of the building; or for loss of or damage to any property of Tenant by theft or otherwise, or for any injury or damage to persons or property resulting from any cause of what-so-ever nature, including the negligence of Landlord, unless caused by or due to the intentional or tortious act of Landlord or its agents. Landlord or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any private, public or quasi-public work. Tenant covenants and agrees to indemnify and save Landlord harmless against and from any and all claims by or on behalf of any person, firm, corporation or other entity or entities arising from or in connection with Tenant's use of or from any work or thing what-so-ever done in or about the demised premises or any part thereof during the term of this Lease, other than those based on the intentional or tortious act of Landlord or its agents. Tenant shall further indemnify and save harmless Landlord against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Landlord shall not be reimbursed by insurance, including reasonable attorney's fees and disbursements paid, suffered or incurred as a result of any breach by Tenant, Tenant's agents, contractors, employees, invitees or licensees, of any covenant or condition of this Lease, or the carelessness, negligence or improper or tortious conduct of Tenant, Tenant's agents, contractors, employees, invitees, or licensees, Tenant's liability under this Lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, invitee or licensee of any subtenant. In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon written notice from Landlord, will, at Tenant's expense, resist or defend such action or proceeding by counsel appointed by Tenant's insurer or by counsel approved by Landlord in writing, such approval not to be unreasonably withheld. The liability of Landlord for Landlord's obligations under this Lease shall not exceed and shall be limited to Landlord's interest in the Buildings and the real property located at 790 Bloomfield Avenue, Clifton, New Jersey of which it forms a part, and Tenant shall not look to any other property or assets of Landlord in seeking either to enforce Landlord's obligations under this Lease or to satisfy a judgment for Landlord's failure to perform such Obligations. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure. 39. LATE CHARGES AND PERFORMANCE BY LANDLORD OF TENANT OBLIGATIONS: If Tenant shall fail to pay all or any part of any installment of the Base Monthly Rent or Additional Rent for more than ten (10) days after the same shall have become due and payable, Tenant shall pay as Additional Rent to Landlord a late charge of four and one-half (4-1/2) cents for each dollar of the amount of such rent and/or Additional Rent which shall not have been paid to Landlord within such ten (10) days after having become due and payable. The late charge payable pursuant to this paragraph shall be; (a) payable on demand and (b) without prejudice to any of Landlord's rights and remedies hereunder or at law or in equity for 5

non-payment or late payment of rent or other sum and shall be in addition to any such rights and remedies. No Failure by Landlord to insist upon the strict performance by Tenant of Tenant's obligations to pay late charges as provided in this paragraph shall constitute a waiver by Landlord of its right to enforce the provisions of this paragraph in any instance thereafter occurring. The provisions of this paragraph shall not be construed in any way to extend the grace periods, if any, or notice periods provided for in any other paragraphs of this Lease. If the Tenant shall default in the performance of any covenant, agreement term, provision or condition herein contained, Landlord, without thereby waiving such default, may, but shall not be obligated to, perform the same for the account and at the expense of Tenant without notice in the case of emergency and in other cases if such default continues after five (5) business days from the date of the giving by Landlord to Tenant of written notice of such intention. Any reasonable expense incurred by Landlord in connection with any such performance by Landlord on account of Tenant shall be immediately due and payable by Tenant as Additional Rent under this Lease, together with interest thereon at the rate of eighteen percent (18%) per annum. 40. SUBORDINATION. FINANCIAL STATEMENT AND NON-DISTURBANCE CLAUSE: This Lease is subject and subordinate to all mortgages which may now or hereafter affect such leases or the real property of which the demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying mortgages. This clause shall be self-operative, and no further instrument of subordination shall be required by any mortgage affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall execute, within five (5) days of receipt, any certificate or document that Landlord may request. Upon Tenant's failure to execute any such certificate within said five (5) days, Tenant hereby appoints Landlord as Tenant's irrevocable attorney-in-fact to execute any such document on behalf of Tenant. Tenant's default hereunder shall constitute a material default under the Lease entitling Landlord to all available remedies including, but not limited to, termination of Tenant's interest in and under this Lease. Upon the request of Landlord and as required by any financial institution with which Landlord is dealing, Tenant shall provide, at its expense, current financial statements to the Landlord, which statements, if required, shall be submitted to Lenders in regard to renewals, modifications, consolidations, replacements and/or extensions of Landlord's mortgages and/or loans. 41. COMMON CHARGES: a) In addition to the base rent, the Tenant shall pay to Landlord during the term of this Lease the following additional rents, without deduction, set off unless otherwise provided for purposes of the additional rents listed in i) and ii) below the lessee's Proportionate Share shall be 10.40%. (i) "Real Estate Taxes" - The Tenant agrees to pay as additional rent its Proportionate Share of any and all real estate taxes assessed, imposed, or levied against the building and land located at Block #5607 and lot 15 for any period during the term, within five (5) days of the Landlord's delivery of copies of any bills for same, or the Landlord's estimated bill for same. If the Landlord bills the Tenant on an estimated basis, the Landlord may do so monthly. Adjustments shall be made upon the landlord's receipt of all appropriate bills. Any underpayment shall be payable by the Tenant to the Landlord as additional rent within five (5) days after the Landlord's delivery of any bill to the Tenant, and any overpayment shall be credited to Tenant's next required payment of rent. The term "tax" shall include the following; real estate taxes and all other taxes which may be levied in lieu of or in addition to real estate taxes, assessments, taxes on personal property owned by the Landlord and used on the building, taxes or any other levy assessed against the Landlord on account of rent (except for income taxes), and all other governmental charges or levies of any kind and nature for public improvements, services or benefits which are assessed, levied or become payable during the term of this Lease, including any tax directly substituted for any real property taxes, and all the cost and expenses of contesting such taxes. Any payments owed for partial calendar years shall be calculated based on the number of months this Lease is in effect for that calendar year. The Landlord represents to the Tenant that real estate taxes for the calendar year 1998 are estimated in the amount of $64,509.76 and the Tenant's Proportionate Share is 10.40% if the lease term fully encompassed such tax year. (ii) "Operation and Maintenance Expenses" - The Tenant shall pay to the Landlord an amount equal to the Tenant's Proportionate Share multiplied by the Landlord's operating and maintenance expenses in connection with the building and land. The term "operation and

6

maintenance expense" shall mean all costs of operating, maintaining and managing the building and land on which it is located, including, but not limited to, costs of snow removal and insurance. Any work required under this Paragraph 41-a-(ii) which is building-wide or a replacement of a system servicing the leased premises shall be performed by Landlord, and Tenant shall pay its Proportionate Share in the manner determined by multiplying such expenses by a fraction, the numerator of which is the number of years of the Term remaining ("Balance of Term") (including any exercised renewal), and the denominator of which is the item's useful life ("Useful Life") for depreciation purposes pursuant to Internal Revenue Code Regulations, as amended. For Example, if at the commencement of the third year of a six year Lease, the Landlord is required to install an additional sprinkler system throughout the Building at a cost of $40,000.00 and a Useful Life of 20 years, and Tenant's Proportionate Share is 35 % the amount Tenant shall pay for such installation, shall be as follows: Proportionate Share x (Balance of Term x Cost)= Useful Life 35% x (3 years) x $40,000= 20 years 35% x (.15 x $40.000) = $2,100.00 If Tenant exercises the option in Paragraph 46, an additional cost of $5,600.00 (calculated as [3 years + 5 years/20 years] x $40,000 x 35%) shall be due on renewal. b) Tenant agrees to pay as additional rent its proportionate share of standby fire line charges. c) The provisions of this paragraph 41 shall survive termination of this Lease. 42. BROKERS: Tenant represents and warrants that it has not dealt with any broker in connection with this Lease, other than Cupo Realty Company, Inc. and Tenant does hereby agree to indemnify and hold Landlord harmless from and against any and all loss, costs, damage or expense (including, without limitation, brokerage commissions or finder's fee claims or other compensation, and attorney's fees and disbursements) which may be incurred by the Landlord by reason of any claim of or liability to any other broker or entity who shall claim to have dealt with the Tenant in connection with this lease. 43. INSURANCE: In addition to the insurance provisions set forth in paragraph 8 of this Lease, the Landlord shall keep the building, of which the demised premises is a part, insured against fire, accident or other damage, all risk at replacement cost. Tenant, as additional rental, and as provided above, shall reimburse the Landlord for cost of such insurance to the extent it is increased because of Tenant's use of the demised premises. It is understood and agreed that the Tenant shall, at its own expense, insured its fixtures, equipment, furnishings and other personal effects at the demised premises and that the Landlord shall have no Liability thereof or for any loss or damage thereto. The Tenant's insurance policy pursuant to paragraph 8 of the Lease shall contain the express provisions naming Landlord as an insured party in stating that (a) no act or omission of the Tenant shall affect or limit the obligation of the insurance company to pay the amount of any loss sustained; and (b) such policy shall be non-cancellable or terminate with respect to the Landlord without 30 days prior notice to the Landlord by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insured and certificate holder. Landlord represents that it maintains general liability insurance covering the leased premises in amounts customary for similar businesses. 44. ASSIGNMENT SUBLEASING: Paragraph 9 of the Lease is modified as follows: (a) This Lease may not be subleased or assigned, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. The Tenant shall notify the Landlord in writing of the proposed assignment or sublease, which notice shall include the names of the proposed assignee or sub lessee (if not a public corporation, the names of all shareholders or partners); a detailed description of the nature of the business of the proposed assignee or sub lessee; a detailed description of all terms and conditions of the proposed assignment or sublease; and financial statements of the proposed assignee or sub lessee.

7

(b) The Landlord shall have the right to reject the sublease or assignment if it is not reasonably satisfied with the financial condition of any proposed assignee or sub lessee and/or the terms and conditions of any proposed assignment or sublease. (c) Any and all consideration received by the Tenant from the proposed assignee or sublease shall be paid to the Landlord to the extent rent is due under this lease. (d) Not-with-standing the Landlord's consent to the proposed assignment or sublease, the Tenant shall remain liable for all obligations arising under this Lease; and (e) Not-with-standing the forgoing, upon receipt of the written notice from the Tenant of its intention to assign or sublease the entire portion of the leased premises which has not been previously sublet or assigned, the Landlord shall have 15 days in which to elect to recapture the entire leased premises and release the Tenant from its future obligations under this Lease, except for any obligation which has accrued or is intended to survive termination of this Lease. 45. (DELETED) 46. RENEWAL TERM: The Tenant shall have the right, to be exercised as hereinafter provided, to renew the term of this lease for one (1) period of Five (5) years on the following terms and conditions: (a) No default by Tenant is existing or continuing in the performance of any of the terms of this Lease and no event has occurred which with the giving of notice or passage of time, or both, would constitute an event of default. (b) The renewal term shall be on the same terms, covenants and conditions as provided in this lease, with exception of rental payments. (c) The Tenant shall exercise its right to renew in the following manner: at least six (6) months prior to the expiration of the initial term, the Tenant shall notify the Landlord in writing, by certified mail, return receipt requested, of its election to exercise the right to renew the terms of this Lease for the renewal term. Time is of the essence with respect to exercising of this right. Upon the Landlord's receipt of such notice of election, this lease and the terms thereof, subject to the term of this provision shall be deemed to be renewed for a period of five (5) years from the date of expiration of the initial terms without the execution of any further lease or instrument. (d) The annual rent for the first year and all subsequent years of the renewal term shall be established in accordance with Fair Market rental for comparable commercial properties at the expiration of the initial term. In the event the Landlord and the Tenant are unable to negotiate a fair market rental for the renewal term, the Landlord and Tenant each shall select a licensed appraiser, who shall then select a mutually agreeable third licensed appraiser and they collectively shall establish fair market rental for the renewal period, which determination shall be binding upon both the Landlord and the Tenant. Notwithstanding the above, rent for the renewal term shall not be less than the rent paid in the final year of the initial lease period. (e) The Landlord and the Tenant, respectively, shall be responsible for the fees and expenses of the appraiser they have selected under paragraph (d) herein. The Landlord and the Tenant shall share equally the fees and expenses of the third appraiser. 47. CERTIFICATE OF OCCUPANCY: The Tenant, at it's own cost and expense, shall apply for a Certificate of Occupancy from the City of Clifton to operate its business on the leased premises. The Tenant shall diligently take all steps required to obtain a Certificate of Occupancy. The Landlord shall cooperate with the Tenant, at the Tenant's expense, to the extent necessary; to perfect any applications required to obtain a Certificate of Occupancy, including the execution of all papers and documents pertaining thereto. Landlord shall make any repairs necessary to obtain the Certificate of Occupancy except the repair or installation of improvements specifically required because of the operation of the tenant's business. 8

48. ACCESS: The Landlord shall be entitled to access to the leased premises, upon reasonable notice to the Tenant, to conduct appraisals, environmental tests and environmental clean-up or remediation. 49. RESTRICTIONS ON USE: The Tenant shall not do or permit anything to be done in or about the leased premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the building or injure or annoy them, or use or allow the leased premises to be used for any immoral, unlawful objectionable purposes. No loudspeakers or other similar device, system or apparatus which can be heard outside the leased premises shall, without the prior written approval of the Landlord, be used in or at the leased premises. The Tenant shall not commit, or suffer to be committed, any waste upon the leased premises or any nuisance (public or private) or other act or thing of any kind whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other tenant in the building. 50. COMPLIANCE WITH LAWS: The landlord represents that to the best of its knowledge, it has not received notice of any violation of any law, regulation or ordinance affecting the leased premises. 51. ADDITIONAL AGREEMENT: Landlord shall allow tenant access into the leased premises prior to the commencement date for the purpose of installing equipment. However, tenant shall provide all insurance coverage required under this lease, as a condition to obtain access to the lease premises. 52. The Floor Plan contained in Schedule "B" is amended to reflect that a kitchen sink and cabinets are to be installed in the dining room. IN WITNESS WHEREOF, this Rider to Lease has been executed on behalf of the Landlord and Tenant on March, 6th 1998.
WITNESS: 580 BRIGHTON ROAD ASSOCIATES

/s/ [ILLEGIBLE] ------------------------

BY: /s/ Thomas A. Cupo ------------------------------------Thomas A. Cupo Managing General Partner

ATTEST:

ECSI INTERNATIONAL

------------------------

BY: /s/ Arthur Birch ------------------------------------Arthur Birch President

9

Exhibit No. 10.5 Lease Agreement with The Theta Group for space in Huntsville, Alabama

REAL ESTATE LEASE This Lease Agreement (this "Lease") is made effective as of May 1, 1997, by and between Theta Group, Inc., ("Landlord"), and ECSI-FOIDS, Inc. ("Tenant"). The parties agree as follows: PREMISES. Landlord, in consideration of the lease payments provided in this Lease, leases to Tenant the office on the NW corner of the property, the manufacturing area on the SW corner of the property, and the office adjacent to the break room. Also, upon availability the office immediately outside the manufacturing area space. In addition, ECSI will have full access to the loading dock, use of the fork lift (for trained personnel only), a facsimile machine, and a copier. Theta will also provide receptionist services to answer the ECSI phone lines. Secretarial services are provided and will be billed separately on a monthly basis, (the "Premises") located at 260 Finney Drive, Huntsville, AL 35824. A sketch of the Premises subject to this Lease is attached as an exhibit. TERM. The lease term will begin on May 1, 1997 and will terminate on April 30, 1999. LEASE PAYMENTS. Tenant shall pay to Landlord monthly payments of $1,400.00 per month, payable in advance on the first day of each month, for a total annual lease payment of $16,800.00. Lease payments shall be made to the Landlord at 260 Finney Drive, Huntsville, AL 35824, as may be changed from time to time by Landlord. LATE PAYMENTS. Tenant shall pay a late fee equal to $46.67 per day, beginning with the day after the due date for each payment that is not paid within 5 days after the due date for such late payment. NON-SUFFICIENT FUNDS. Tenant shall be charged $20.00 for each check that is returned to Landlord for lack of sufficient funds. POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease, unless otherwise agreed by both parties in writing. USE OF PREMISES. Tenant may use the Premises only for the purpose of manufacturing security systems and associated equipment. The Premises may be used for any other purpose only with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall notify Landlord of any anticipated extended absence from the Premises not later than the first day of the extended absence.

MAINTENANCE. Tenant shall have the responsibility to maintain the Premises in good repair at all times. ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent (which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections, provide necessary services, or show the unit to prospective buyers, mortgagees, tenants or workers. As provided by law, in the case of an emergency, Landlord may enter the Premises without Tenant's consent. UTILITIES AND SERVICES. Tenant shall be responsible for the following utilities and services in connection with the Premises: - telephone service - Any special services not covered by this agreement. Tenant acknowledges that Landlord has fully explained to Tenant the utility rates, charges and services for which Tenant will be required to pay (if any), other than those to be paid directly to the utility company furnishing the service. Landlord shall be responsible for the following utilities and services in connection with the Premises: - electricity - water and sewer - gas - heating - garbage and trash disposal - janitorial services PROPERTY INSURANCE. Landlord and Tenant shall each be responsible to maintain appropriate insurance for their respective interests in the Premises and property located on the Premises. INDEMNITY REGARDING USE OF PREMISES. Tenant agrees to indemnify, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's use or misuse of the Premises. DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any article or thing of a dangerous, inflammable, or explosive character that might substantially increase the Page 2 of 5

danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and proof of adequate insurance protection is provided by Tenant to Landlord. MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual advance notice to any contractors, subcontractors or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary in order to keep the premises free of all liens resulting from construction done by or for the Tenant. DEFAULTS. Tenant shall be in default of this Lease, if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any financial obligation within 90 days (or any other obligation within 90 days) after written notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Premises without further notice, and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be added to Tenant's financial obligations under this Lease. Tenant shall pay all costs, damages, and expenses suffered by Landlord by reason of Tenant's defaults. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as "additional rent". ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the Premises, nor effect a change in the majority ownership of the Tenant (from the ownership existing at the inception of this lease), without the prior written consent of Landlord, which shall not be unreasonably withheld. TERMINATION UPON SALE OF PREMISES. Notwithstanding any other provision of this Lease, Landlord may terminate this lease upon 60 days written notice to Tenant that the Premises have been sold. NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed as follows: LANDLORD:
Name: Address: Theta Group, Inc. 260 Finney Drive Huntsville, AL 35824

Page 3 of 5

TENANT:
Name: Address: ECSI-FOIDS, Inc. 23 Jost Road Fairfield, NJ 07004

Such addresses may be changed from time to time by either party by providing notice as set forth above. ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Lease may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of AL. ADDITIONAL PROVISIONS. The lease payments shall increase to $1,550.00 per month upon occupancy of the office space immediately outside the manufacturing area. This additional space is expected to become available no later than September 1, 1997. Page 4 of 5

LANDLORD: Theta Group, Inc.
/s/ Robert Burt ------------------------------Robert S. Casebolt, or Bob Burt

TENANT: ECSI-FOIDS, Inc.
/s/ Larry Porter ------------------------------Mr. Larry Porter

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Exhibit No. 10.6 Teaming agreement with Rafael Armament Development Authority

TEAMING AGREEMENT Agreement made the 3rd day of FEB 1998, by and between ECSI International, Inc., 23 Just Road, Fairfield, New Jersey 07004 USA, (hereinafter "ECSI") and RAFAEL Armament Development Authority, P.O. Box 2250, Haifa, Israel (hereinafter "RAFAEL"). WHEREAS RAFAEL is the developer of GAMMA 2000, Pre-emptive Intrusion Prevention System (hereinafter "System") retains rights therein, including but not limited to patents pending, and WHEREAS, ECSI is in the Security Business with expertise in Infrared Perimeter Intrusion Detection (IPID) systems, Fiber Optic Intelligence Detection Systems (FOIDS), and the marketing and sales thereof to military and paramilitary forces in the United States and worldwide; and WHEREAS, in the manner described in this Agreement, the parties desire to team together on an exclusive basis for the United States for the purpose of marketing and selling the System; and WHEREAS the parties desire to define and record the terms and conditions of their teaming arrangement. NOW THEREFORE, in consideration of the terms, conditions and mutual covenants herein contained, the parties hereto agree as follows: 1. Preamble and Annexes The preamble to this Teaming Agreement and all annexes attached hereto form an integral part hereof. 2. Formation and Purpose 2.1 The parties hereby associate themselves together and team up on an exclusive basis for the purpose of marketing and selling the System in the United States. Further, in conjunction with this purpose, the parties shall prepare proposals for submission to prospective purchasers of the System. Nothing herein shall be deemed to confer any rights or impose any obligation or restriction on either party, except as set forth in this Teaming Agreement.
/s/ J.N.

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2.2 Each party shall bear its own costs and expenses arising out of the fulfillment of the terms of this Teaming Agreement. RAFAEL and ECSI shall at all times remain independent contractors and the team shall not constitute a joint venture, partnership or other business association. Nothing contained in this Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of the parties hereunder. 3. Marketing of the System and Division of Responsibilities 3.1 ECSI shall be responsible for the creation of marketing opportunities for the System and shall acquire Request for Proposals for the System in the United States (hereinafter "RFP"). ECSI shall deliver copies of the RFP to RAFAEL and recommend actions by RAFAEL for the preparation and submittal of the proposals for the System to prospective purchasers in the United States. 3.2 Unless otherwise agreed by the parties, ECSI shall act as the Contractor to the purchaser and RAFAEL shall act as ESCI's supplier in connection with the projects arising from the RFPs proposals pursuant to the provisions of Clause 3.1 (when agreed upon by ESCI and RAFAEL), and in accordance with the workshare as set forth below. 3.3 ECSI shall lead all marketing efforts for the System in the United States. RAFAEL shall assist ECSI in the marketing of the System in the United States in accordance with an agreed marketing plan to be developed within 3 months of the date of this Agreement. In accordance with the aforesaid marketing plan each party will make available appropriate management and technical personnel for meetings and other contacts with the prospective purchaser of the System in an effort to win contract award. Each party shall provide relevant marketing information to the other so as to assist in the marketing effort.
/s/ J.N. /s/ [ILLEGIBLE] 3.4 The workshare division of responsibilities between the parties shall be in accordance with the following principles:

a) The System is assembled from several Sub-Systems: b) RAFAEL shall produce all the Sub-Systems and provide the technical support required for the System, and ECSI shall provide application engineering, site design, System assembly and installation, testing, field supervision, maintenance and training in relation to the System. c) In accordance with a training plan and license, which shall be attached hereto as Annex B, RAFAEL shall provide training
/s/ J.N.

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material and train ESCI personnel and license ECSI for the purpose of final System assembly and testing, installation and field testing, maintenance and provision of training in relation to the System. 4. Proposal Preparation and Subcontract Negotiation 4.1 In response to an RFP or where the parties have agreed to submit an unsolicited proposal to a prospective purchaser; ESCI shall prepare it's part of the proposal (based on its workshare) and shall be responsible for the integration of the RAFAEL Proposal (see Clause 4.2, below) and the submission of the integrated proposal to the prospective purchaser (hereinafter "Proposal"). In addition, ESCI shall present to RAFAEL for review and comment the Proposal prior to its submission to the prospective purchaser. Finally, a copy of the Proposal actually submitted to the prospective purchaser shall be provided by ESCI to RAFAEL. 4.2 RAFAEL shall prepare that part of the proposal relating to its assigned workshare (hereinafter, "RAFAEL Proposal"). ESCI shall identify RAFAEL in the Proposal, and in all negotiations and discussions in connection thereto, as its team member and the respective areas of responsibility of the parties. ESCI shall not make any changes to the RAFAEL Proposal without RAFAEL's prior written approval. 4.3 In order to accomplish the purpose of this Agreement it may be necessary for the parties to exchange between them proprietary information. Proprietary Information shall be treated in accordance with the Non Disclosure Agreement signed between the parties and attached to this Agreement as Annex A. The Non Disclosure Agreement shall survive the termination or expiration of this Agreement. 4.4 Negotiations shall be led by ESCI, but RAFAEL shall have the right to actively participate in all such negotiations. ESCI shall not enter into a Contract based on a Proposal prior to the agreement of ESCI and RAFAEL as to its terms. 4.5 Upon the award of a Contract based on a Proposal, ESCI shall issue and RAFAEL shall accept a contract which shall be flow down from the obligations contained in the Contract and which shall be based on the RAFAEL Proposal to the extent included in the Contract. 4.6 Each party shall bear its own costs and expenses in preparation and presentation of a proposal, and subsequent contract negotiations.
/s/ J.N.

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5. Exclusivity The parties hereto agree that during the term of this Teaming Agreement, neither party will participate in any other team efforts, or assist in any way, directly or indirectly, any competitor in the Preemptive Intrusion Prevention System area in the United States. 6. Validity, Duration and Termination 6.1 This Teaming Agreement shall be effective as of the date of the last party to sign said Agreement and shall be valid for a period of three (3) years therefrom, but shall be extended for the period of the validity of any Proposal issued in accordance with the terms of this Agreement with respect to said Proposal only. The Agreement shall be extended for another period of three (3) years is RAFAEL's sales volume in the first three (3) years period will reach the amount agreed upon in the marketing plan.
/s/ J.N. /s/ [ILLEGIBLE] 6.2 Notwithstanding the aforesaid, this Agreement may be terminated by either party under any of the following circumstances:

(i) In the event the other party ceases to conduct its operations in the normal course of business, or if a proceeding under any bankruptcy or insolvency law is brought by or against that party, or if a receiver for said party is appointed or applied for, or shall commence winding-up by reason of insolvency or shall make assignment for the benefit of creditors; or (ii) In the event that one party hereto shall be in breach of any material obligation hereunder and shall, after having received written notice from the other party, fail within thirty (30) days of receipt of such notice to remedy such breach. (iii) In the event the parties cannot agree on the terms of the ECSI training plan and license within 120 days from signature of this Agreement. 7. Notices and Correspondence Any notice, consent, demand or request, required or permitted by this Agreement, shall be in writing, and shall be given, and deemed to have been given, as follows: when personally delivered, upon date of delivery; or when mailed, ten (10) days after deposit in the United States mail or Israeli mail, respectively, postage prepaid, registered, return receipt requested; or when telefaxed, upon receipt of answer-back confirmation; all addressed as follows:
/s/ J.N.

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RAFAEL ARMAMENT DEVELOPMENT AUTHORITY P.O. Box 2250 Haifa, Israel Attn: Telefax: ECSI 23 Just Road Fairfield, NJ 07004 USA Attn: Telefax: All correspondence and communication between the parties shall be in the English language. 8. Governing Law and Dispute Resolution 8.1 This Teaming Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the State's conflict of laws principles. 8.2 Any and all disputes arising under or related to this Agreement shall be referred to the Head of the RAFAEL Platforms Directorate and the President of ECSI for amicable resolution. In the event that the parties cannot so amicably resolve said dispute then the matter shall be resolved by final and binding arbitration, pursuant to the then rules and regulations of the American Arbitration Association (AAA) in New York, New York, USA. 9. Miscellaneous 9.1 Neither party to this Teaming Agreement shall have the right to bind or to make commitments or obligations of any kind for or on behalf of the other party without the prior written consent of the other party. 9.2 This Teaming Agreement is severable so that any term or provision hereof which is held by a Court having competent jurisdiction thereof to be void or illegal under applicable law shall not affect the validity and enforceability of the remainder of said Agreement.
/s/ J.N.

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9.3 Neither party shall sell, assign, or in any manner transfer its rights, duties or obligations under this Teaming Agreement without obtaining prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the aforesaid RAFAEL shall be entitled to assign its obligations to RAFAEL Armament Development Ltd. 9.4 Titles of articles in this Teaming Agreement are for reference only and shall not be construed in determining the intent or construction of such articles. 9.5 Any failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of that party to enforce said provision at any subsequent time. 10. Complete Agreement This Teaming Agreement expresses the complete, final and only agreement of the parties as of the date of signature hereof, and hereby supersedes any and all previous agreements, undertakings or understandings (whether written, oral or implied) between the parties relating to the subject matter of this Teaming Agreement. This Agreement may be varied or modified only by an instrument in writing of subsequent date hereto duly executed by authorized representatives of the parties. IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
The State of Israel/ Ministry of Defense/ Armament Development Authority - RAFAEL By Name Title Date By Name Title Date /s/ J.N. ECSI International, Inc.

By /s/ Arthur Birch Name ARTHUR BIRCH Title PRES. + CEO Date 2-3-98

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Exhibit No. 23.1 Consent of Demetrius & Company, L.L.C.

CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Registration Statement on form 10-Sb of our report dated October 22, 1999, on our audits of the consolidated financial statements of Electronic Control Security, Inc. We also consent to the references to our firm under the caption "Experts".
/s/ DEMETRIUS & COMPANY, L.L.C. Wayne, New Jersey March 13, 2000

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS JUN 30 1999 MAR 31 2000 0 0 296,063 0 622,476 966,992 186,201 0 1,808,767 1,041,870 827,237 0 0 3,474 (63,814) 1,808,767 1,528,555 1,528,555 734,201 734,201 755,445 0 10,461 35,016 0 35,016 0 0 0 35,016 .01 .01