BARRINGER TECHNOLOGIES INC, DEF 14A, 1999-04-16

BARRINGER TECHNOLOGIES INC
DEF 14A, 1999-04-16
TESTING LABORATORIES

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

BARRINGER TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
--------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>

BARRINGER TECHNOLOGIES INC.
30 Technology Drive
Warren, New Jersey 07059

Notice of Annual Meeting of Stockholders
to be held Wednesday, May 12, 1999

The Annual Meeting of Stockholders of Barringer Technologies Inc. (the
"Company") will be held at the The Somerset Hills Hotel, 200 Liberty Corner
Road, Warren, New Jersey 07059 on Wednesday, May 12, 1999, at 10:00 a.m., local
time, to consider and take action on the following:

1. The election of eight persons to serve as directors of the
Company until the next annual meeting of stockholders and
until their successors are duly elected and qualified.

2. The adoption of an amendment to the Company's Stock
Compensation Program to increase the number of shares of
Common Stock available for grant thereunder from 600,000 to
1,100,000.

3. The ratification of the appointment of BDO Seidman, LLP as
independent auditors of the Company's 1999 financial
statements.

4. Such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.

Only those holders of record of Common Stock, Class A Convertible
Preferred Stock, par value $2.00 per share, and Class B Convertible Preferred
Stock, par value $2.00 per share, as of the close of business on Thursday, April
1, 1999 will be entitled to notice of, and to vote at, the Annual Meeting and
any adjournments or postponements thereof. All stockholders of the Company are
cordially invited to attend the Annual Meeting.

A list of stockholders entitled to vote will be available for
inspection by interested stockholders at the offices of the Company, commencing
on Friday, April 30, 1999 and will be available at the Annual Meeting.

/s/ Richard S. Rosenfeld

RICHARD S. ROSENFELD
Vice President - Finance
Chief Financial Officer
Secretary and Treasurer

Warren, New Jersey
April 16, 1999

================================================================================
YOUR VOTE IS IMPORTANT. WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING OR
NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE.
================================================================================

<PAGE>

BARRINGER TECHNOLOGIES INC.
30 Technology Drive, Warren, New Jersey 07059

April 16, 1999

- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Barringer Technologies Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held at The
Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New Jersey 07059 on
Wednesday, May 12, 1999 (the "Annual Meeting"), and any adjournments or
postponements thereof. The Company's Annual Report to Stockholders, containing
financial statements reflecting the Company's financial position and results of
operations for the year ended December 31, 1998, this Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders on or about
April 16, 1999.

The securities of the Company entitled to vote at the Annual Meeting
are the Company's Common Stock, par value $.01 per share ("Common Stock"), Class
A Convertible Preferred Stock, par value $2.00 per share ("Class A Convertible
Preferred Stock"), and Class B Convertible Preferred Stock, par value $2.00 per
share ("Class B Convertible Preferred Stock"). Each stockholder of record at the
close of business on April 1, 1999 (the "Record Date") is entitled to vote in
accordance with the Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation").

At the Annual Meeting, each share of Common Stock will be entitled to
one vote, each share of Class A Convertible Preferred Stock will be entitled to
0.361745 of a vote, and each share of Class B Convertible Preferred Stock will
be entitled to 0.355839 of a vote on each matter to come before the Annual
Meeting. The number of shares of Common Stock, Class A Convertible Preferred
Stock, and Class B Convertible Preferred Stock outstanding as of the Record Date
was 7,393,454, 38,616, and 22,500, respectively, representing 7,393,454, 13,969,
and 8,006 votes, respectively.

Voting

The presence in person or by proxy of the holders of shares entitled
to cast a majority of the votes of all shares entitled to vote will constitute a
quorum for purposes of conducting business at the Annual Meeting. Assuming that
a quorum is present, directors will be elected by a plurality vote, the proposal
to amend the Company's 1997 Stock Compensation Program (the "Stock Compensation
Program") to increase the number of shares of Common Stock available for grant
thereunder and the proposal to ratify the appointment of BDO Seidman, LLP as the
auditors for the 1999 financial statements will each require the affirmative
vote of a majority of the votes cast with respect to such proposals by the
holders of the Common Stock, the Class A Convertible Preferred Stock and the
Class B Convertible Preferred Stock, voting together as one class. For purposes
of determining the votes cast with respect to any matter presented for
consideration at the Annual Meeting, only those votes cast "for" or "against"
are included. Pursuant to Delaware corporate law, abstentions and broker
non-votes are counted for the purpose of determining whether a quorum is present
and not as votes cast and, therefore, will have no effect on each of the
proposals to be considered at the Annual Meeting.

Any stockholder giving a proxy has the power to revoke the proxy prior
to the voting thereof by: (i) written notice received by the Secretary of the
Company at any time prior to the voting thereof, (ii) submitting a later-dated
proxy; or (iii) attending the Annual Meeting and voting in person. If a proxy is
properly signed and is not revoked by a stockholder, the shares it represents
will be voted at the Annual Meeting in accordance with the instructions of the
stockholder. If the proxy is signed and returned without specifying choices, the
shares will be voted at the Annual Meeting FOR each of the proposals described
herein. Under Delaware law, stockholders will not have

<PAGE>

dissenters' rights with respect to any of the foregoing proposals. As of the
date hereof, the Board of Directors knows of no other business that will be
presented for consideration at the Annual Meeting. If other business shall
properly come before the Annual Meeting, the persons named in the proxy will
vote the shares according to their best judgment.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, which is postage-paid if mailed in the United States. All
costs relating to the solicitation of proxies will be borne by the Company. The
solicitation of proxies may be made by officers, directors and employees of the
Company, who will not be compensated separately therefor, personally or by mail,
telephone or facsimile transmissions. On request, the Company also will
reimburse brokers and other persons holding shares of stock in their names or in
those of their nominees for their reasonable expenses in sending proxy material
to, and seeking instructions from, their principals.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the Annual Meeting, a board of eight directors will be elected to
serve until the next annual meeting of stockholders and until their successors
are duly elected and qualified. The Board of Directors has nominated John D.
Abernathy, Stanley S. Binder, Richard D. Condon, John H. Davies, John J. Harte,
Lorraine M. Lavet, James C. McGrath and Kenneth S. Wood for election as
directors, all of whom have consented to serve as directors. All nominees are
currently directors of the Company and, except Ms. Lavet and Mr. Wood, have been
elected by the stockholders. The Board knows of no reason why any nominee would
be unable or unwilling to serve as a director. If any nominee should for any
reason become unable or unwilling to serve, the shares represented by all valid
proxies that would otherwise be voted for the nominee will be voted for the
election of such other person as the Board of Directors may designate following
the recommendation of the Nominating Committee, or the Board may reduce the
number of directors to eliminate the vacancy.

Set forth below is certain information as of April 1, 1999 regarding
the Board of Directors' nominees for election. See "Security Ownership of
Certain Beneficial Owners and Management" for additional information regarding
such persons.

John D. Abernathy, 61, Director since 1993. Mr. Abernathy is a
certified public accountant. Since January 1995, he has been Executive Director
of Patton Boggs, LLP, a Washington, D.C. law firm. From March 1994 to January
1995, he was an independent financial and management consultant. From March 1991
to March 1994, he was the Managing Director of Summit, Solomon & Feldesman, a
law firm in dissolution since March 1993. From July 1983 until June 1990, Mr.
Abernathy was Chairman and Chief Executive Partner of BDO Seidman, a public
accounting firm. Mr. Abernathy is also a Director of Oakhurst Capital, Inc., a
distributor of automotive parts and accessories. He is a member of the
Executive, Audit and Finance and Executive Compensation Committees of the Board.

Stanley S. Binder, 57, Director since 1991. Mr. Binder joined the
Company in July 1989 and has served as Chairman of the Board since February 1991
and Chief Executive Officer since July 1990. Mr. Binder also served as President
of the Company from July 1989 until May 1998, Chief Operating Officer from 1989
to June 1990 and Chief Financial Officer from 1989 until July 1993. Mr. Binder
is also an independent general partner in the Special Situations Fund III, L.P.
("SSF III"), a substantial investor in the Company. Mr. Binder is a past
director of the American Electronics Association and a past chairman of its New
Jersey Council. Mr. Binder is a member of the Executive, Nominating and
Technology and Strategic Planning Committees of the Board.

Richard D. Condon, 64, Director since 1992. Mr. Condon is currently an
independent consultant. From January 1996 to October 1998, Mr. Condon was a
consultant to and director of Amherst Process Instruments, Inc., a scientific
instrumentation company. Prior thereto, from 1989 until December 1995, Mr.
Condon was a consultant to and director of Analytical Technology, Inc., Boston,
Massachusetts, a scientific instrumentation company. He is a member of the
Executive Compensation and Technology and Strategic Planning Committees of the
Board.

<PAGE>

John H. Davies, 62, Director since 1992. Mr. Davies joined the Company
in October 1967 and has been Vice Chairman of the Company since May 1998. From
January 1992 to May 1998, he served as Executive Vice President of the Company.
He has been President and Chief Executive Officer of Barringer Research Ltd.
since August 1989. He is a member of the Executive, Nominating and Technology
and Strategic Planning Committees of the Board.

John J. Harte, 57, Director since 1986. Mr. Harte is a certified
public accountant and, since 1978, has been a Vice President of Mid-Lakes
Distributing Inc., a manufacturer and distributor of heating and air
conditioning parts and equipment located in Chicago, Illinois. From 1991 until
January 1997, Mr. Harte also was Vice President, Special Projects, of the
Company. He is a member of the Audit and Finance, Executive Compensation and
Nominating Committees of the Board.

Lorraine M. Lavet, 38, Director since 1999. Ms. Lavet has been Chief
Operating Officer of the American Electronics Association since September 1996.
Prior thereto, from September 1994 to August 1996, Ms. Lavet was President and
Chief Executive Officer of the Fairfax County Chamber of Commerce.

James C. McGrath, 56, Director since 1994. Mr. McGrath is an
international security consultant. Since July 1989, he has been President of
McGrath International, Inc., a management consulting firm specializing in the
security field. He is a member of the Audit and Finance and Executive
Compensation Committees of the Board.

Kenneth S. Wood, 47, Director since 1999. Mr. Wood joined the Company
in 1990 and has been President and Chief Operating Officer of the Company since
May 1998. From January 1992 until May 1998, he served as Vice President of
Operations of Barringer Instruments Inc. He served as Secretary of the Company
from March 1993 until May 1998.

Committees of the Board of Directors

The Company has an Executive Committee, an Executive Compensation
Committee, an Audit and Finance Committee, a Nominating Committee, and a
Technology and Strategic Planning Committee

The Executive Committee exercises such authority as is delegated to it
from time to time by the full Board of Directors. The Executive Committee is
presently comprised of Messrs. Abernathy, Binder (Chairman) and Davies. In 1998,
the Executive Committee met once.

The Executive Compensation Committee (the "Compensation Committee")
reviews and determines the salaries and other compensation paid to the Company's
officers and other key employees and administers the Company's incentive
compensation and stock plans, which includes selecting participants and
establishing performance goals. The Compensation Committee is presently
comprised of Messrs. Abernathy, Condon, Harte and McGrath (Chairman). In 1998,
the Compensation Committee met five times.

The Audit and Finance Committee (the "Audit Committee") monitors the
Company's accounting and financial policies and practices, reviews the scope of
the independent accountant's audit and the results of the audit, and reviews and
make recommendations to the Board with respect to the Company's financing needs.
In addition, the Audit Committee recommends to the Board the engagement of the
independent auditors of the Company's financial statements. The Audit Committee
is presently comprised of Messrs. Abernathy (Chairman), Harte and McGrath. In
1998, the Audit Committee met two times.

The Nominating Committee receives recommendations for, reviews and
evaluates the qualifications of, and recommends to the Board of Directors,
nominees for election as directors. In addition, the Nominating Committee makes
recommendations to the Board of Directors regarding the composition of Board
committees. The Nominating Committee is presently comprised of Messrs. Binder,
Davies and Harte (Chairman). In 1998, the Nominating Committee did not meet. The
Nominating Committee will consider appropriate persons proposed by security
holders as potential nominees for membership on the Board of Directors.

<PAGE>

Pursuant to the Company's by-laws, a stockholder wishing to nominate a
person for election to the Board of Directors must deliver written notice of the
name of the proposed nominee to the Secretary of the Company at its principal
executive office not less than 60 nor more than 90 days prior to the date of the
meeting; provided, however, that if the date of the meeting is first publicly
announced or disclosed less than 70 days prior to the date of the meeting, such
advance notice must be given not more than ten days after such date is first so
announced or disclosed. Any stockholder desiring to nominate any person for
election as a director of the Company must deliver with such notice a statement
in writing setting forth the name of the person to be nominated, the number and
class of all shares of each class of stock of the Company beneficially owned by
such person, the information regarding such person required by paragraphs
(a),(e) and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission, such person's signed consent to serve as a director of the
Company if elected, the stockholder's name and address and the number and class
of all shares of each class of stock of the Company beneficially owned by the
stockholder.

The Technology and Strategic Planning Committee (the "Technology
Committee") is responsible for developing, reviewing, evaluating and making
recommendations to the Board of Directors regarding growth strategies,
allocation of corporate resources, business and product development. The
Technology Committee is presently comprised of Messrs. Condon (Chairman), Binder
and Davies. In 1998, the Technology Committee met two times.

Meetings of the Board of Directors

The Board held nine meetings in 1998. No director of the Company
attended fewer than 75% of the aggregate number of meetings of the Board and
committees of the Board during 1998, or the portion thereof during which he or
she served as a director or committee member.

Compensation of Directors

Outside directors are entitled to an annual retainer of $3,000 per
quarter (plus a $500 quarterly fee for each committee chairperson) and a fee of
$1,000 for each meeting attended and $500 for each committee meeting attended
(regardless of whether or not the committee meeting is held on the same day as a
meeting of the Board of Directors). Pursuant to the terms of the Stock
Compensation Program, each director who has not been a full-time employee of the
Company or any subsidiary for at least the prior 12 months receives an option to
purchase 3,000 shares of Common Stock each year on the earlier of (i) the date
of the Company's annual meeting of stockholders, or (ii) June 1. Options granted
to such directors under the Stock Compensation Program have an exercise price
equal to the fair market value per share as of the date of grant. See "1997
Stock Compensation Program."

<PAGE>

Executive Compensation

The following table sets forth a summary of all compensation paid for
the past three fiscal years to the Chief Executive Officer of the Company and
each of the other executive officers of the Company whose total annual salary
and bonus are $100,000 or more (collectively, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
Other
Annual Restricted Securities All Other
Name and Principal Fiscal Compen- Stock Underlying LTIP Compensation
Position Year Salary($) Bonus(1)($) sation($) Awards($) Options/SARs(#) Payouts($) ($)(1)
---- --------- ----------- --------- --------- --------------- ---------- ----------

<S> <C> <C> <C> <C> <C> <C>
Stanley S. Binder 1998 $250,000 $182,000 -- -- 87,500(2) -- $ 89,265(3)(4)
Chairman and Chief 1997 200,000 350,000 -- -- 87,500 -- 9,500
Executive Officer 1996 171,491 63,000 -- -- 55,000 -- 2,925

John H. Davies* 1998 $149,782 $ 46,000 -- -- 34,000(2) -- $ 45,815(4)
Vice Chairman 1997 136,440 160,000 -- -- 34,000 -- 6,811
1996 125,775 43,200 -- -- 38,250 -- 6,317

Kenneth S. Wood 1998 $164,063 $ 65,000 -- -- 31,500(2) -- $ 29,040(4)
President and 1997 130,000 170,000 -- -- 31,500 -- 8,480
Chief Operating Officer 1996 111,815 39,600 -- -- 33,750 -- 2,199

Richard S. Rosenfeld 1998 $125,000 $ 34,000 -- -- 27,300(2) -- $22,720(4)
Vice President-Finance, 1997 107,500 115,000 -- -- 27,300 -- 7,085
Chief Financial Officer 1996 96,000 34,200 -- -- 27,500 -- 1,872

</TABLE>

- ------------------
* Amounts converted to US dollars at the average exchange rate for the
respective year.

(1) Includes amounts contributed by the Company pursuant to the Company's
tax-qualified 401(k) deferred compensation plan ("401(k) Plan"). In 1998
and 1997, the 401(k) Plan provided that the Company would make matching
contributions to the participants in the 401(k) Plan equal to 100% of the
first 5.0% of a participant's salary contributed. In 1996, the 401(k) Plan
provided that the Company would make matching contributions to the
participants in the 401(k) Plan equal to 100% of the first 2.0% of a
participant's salary contributed and 50% of the next 5% of a participant's
salary contributed. Company contributions to the 401(k) Plan vest
proportionately over a five-year period, commencing at the end of the
participant's first year with the Company. Amounts paid during 1998 on
behalf of the Named Executive Officers were $10,000, $7,215, $10,000 and
$10,000 for Messrs. Binder, Davies, Wood and Rosenfeld, respectively.

(2) Represents repricing of options previously granted. See "Option Repricing."

(3) Includes premiums paid by the Company for term life insurance for Mr.
Binder during 1998 in the amount of $5,865.

(4) Includes amounts accrued pursuant to the Barringer Technologies Inc.
Supplemental Executive Retirement Plan (the "SERP Plan"). Amounts accrued
during 1998 for the Named Executive Officers were $73,400, $38,600,
$19,040, and $12,720 for Messrs. Binder, Davies, Wood and Rosenfeld,
respectively.

Effective January 1, 1998, the Company adopted the SERP Plan. The SERP
Plan provides eligible participants with certain retirement benefits
supplemental to the Company's 401(k) Plan. Pursuant to the SERP Plan, the
Company will make annual contributions to the account of each participant equal
to a variable percentage of the participant's base salary and annual cash bonus
depending on the Company's achievement of certain performance targets. The
actual percentage contribution will be determined by the Compensation Committee,

<PAGE>

subject to certain parameters. A participant will become vested under the SERP
Plan after five years of participation therein. A participant may elect to
receive benefits under the SERP Plan commencing at age 60 and is entitled to
receive either a lump-sum payment of his or her account balances upon retirement
or to use the account balance to purchase an annuity. In the event of the
termination of a participant's employment under certain circumstances set forth
in the SERP Plan, the participant will be entitled to receive his or her account
balance whether or not the participant has become vested under the SERP Plan.
Currently, each of the Named Executive Officers participates in the SERP Plan.

The following table summarizes certain information relating to the
grant of options to purchase Common Stock to each of the Named Executive
Officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)

Number of Percent of Total
Securities Options/SARs Potential realizable value at
Underlying Granted to Exercise assumed annual rates of stock
Options/SARs Employees in or Base Price Expiration price appreciation for option
Name Granted (#)(2)(3) Fiscal Year ($/sh) Date
term
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Stanley S. Binder 87,500 19.1% $ 6.19 10/21/08 $340,625 $863,211
John H. Davies 34,000 7.4 6.19 10/21/08 132,357 335,419
Kenneth S. Wood 31,500 6.9 6.19 10/21/08 122,625 310,756
Richard S. Rosenfeld 27,300 6.0 6.19 10/21/08 106,275 269,322

</TABLE>

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

(1) The Company did not grant any stock appreciation rights in 1998.

(2) Twenty-five percent of each option grant is exercisable after the first
anniversary of the date of grant, 50% is exercisable after the second
anniversary, 75% is exercisable after the third anniversary and 100% is
exercisable after the fourth anniversary.

(3) Represents repricing of options previously granted. See "Option Repricing."

Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of stock options during 1998 and
unexercised options held by such Named Executive Officers as of December 31,
1998.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Unexercised
Securities Underlying Value of Unexercised
Shares Options/SARs in-the-money Options
Acquired Value at Year-End(#) at Year-End($)(1)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- ------------ ------------------------- -------------------------

<S> <C> <C> <C> <C>
Stanley S. Binder - - $77,250/110,250 $553,031/377,531
John H. Davies - - 53,688/49,813 384,367/197,110
Kenneth S. Wood - - 46,313/45,188 197,110/332,820
Richard S. Rosenfeld - - 38,625/38,675 276,516/148,710
- ----------
</TABLE>

(1) Based on a closing price of $8.625 per share for the Common Stock as of
December 31, 1998.

<PAGE>

Option Repricing

On October 21, 1998, the Company's Board of Directors approved the
repricing of options exercisable for an aggregate of 287,700 shares of Common
Stock previously granted to key employees of the Company (including the Named
Executive Officers) and the Company's non-employee directors pursuant to the
Company's Stock Compensation Program (the "Repricing"). Pursuant to the
Repricing, option holders exchanged options, certain of which were vested and
presently exercisable, with exercise prices ranging from $9.38 to $13.88 per
share for new stock options covering the same number of shares and having an
exercise price of $6.19 per share, the closing price of the Common Stock on the
NASDAQ National Market on October 21, 1998. Options granted pursuant to the
Repricing vest over a four-year period, with 25% of the options becoming
exercisable in each year commencing one year after the date of the Repricing and
will expire ten years after the Repricing.

The following table sets forth all stock option/SAR repricings during
the fiscal year ended December 31, 1998 and during the Company's last ten fiscal
years relating to the Named Executive Officers:

TEN-YEAR OPTION/SAR REPRICINGS

Length of
Number of Market original
securities price of Exercise option term
underlying stock at price at remaining at
options/SARs time of time of New date of
repriced or repricing or repricing or exercise repricing or
Name Date amended(#) amendment($) amendment($) price($) amendment
---- ---- ---------- ------------ ------------ -------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
Stanley S. Binder 10/21/98 50,000 $6.19 $9.375 $6.19 8.3 yrs.
10/21/98 37,500 6.19 11.78 6.19 9.1 yrs.
John H. Davies 10/21/98 25,000 6.19 9.375 6.19 8.3 yrs.
10/21/98 9,000 6.19 11.78 6.19 9.1 yrs.
Kenneth S. Wood 10/21/98 22,500 6.19 9.375 6.19 8.3 yrs.
10/21/98 9,000 6.19 11.78 6.19 9.1 yrs.
Richard S. Rosenfeld 10/21/98 19,500 6.19 9.375 6.19 8.3 yrs.
10/21/98 7,800 6.19 11.78 6.19 9.1 yrs.

</TABLE>

For an explanation of the reasons and bases for the Repricing, see
"Report of the Executive Compensation Committee on Executive
Compensation--Option Repricing."

1997 Stock Compensation Program

In May 1997, the Company adopted the Stock Compensation Program in
order to promote the interests of the Company, its direct and indirect present
and future subsidiaries and its stockholders by providing eligible persons with
the opportunity to acquire an ownership interest, or to increase their ownership
interest, in the Company as an incentive to remain in the service of the
Company. The Stock Compensation Program authorizes the granting of incentive
stock options, non-qualified stock options, stock appreciation rights,
performance shares and stock bonus awards to employees and consultants of the
Company and its subsidiaries, including those employees serving as officers or
directors of the Company (the "Employee Plans"). The Stock Compensation Program
also authorizes automatic option grants to directors who are not otherwise
employed by the Company (the "Independent Director Plan"). In connection with
the Stock Compensation Program, 600,000 shares of Common Stock are reserved for
issuance, of which up to 500,000 shares may be issued under the Employee Plans
and up to 100,000 shares may be issued under the Independent Director Plan. The
Stock Compensation Program is administered by the Compensation Committee.

Options and awards granted under the Stock Compensation Program may
have an exercise or payment price as established by the Compensation Committee;
provided that the exercise price of incentive stock options granted under the
Employee Plans may not be less than the fair market value of the underlying
shares on the date of

<PAGE>

grant. Options granted under the Independent Director Plan must have an exercise
price equal to the fair market value of the underlying shares on the date of
grant.

Unless otherwise provided at the date of grant, no option or award may
vest within one year of the date of grant and no option or award may be
exercised more than 10 years from the date of grant. Options granted under the
Independent Director Plan vest one year following the date of grant and expire
if not exercised on or before the fifth anniversary thereof. Unless otherwise
specified by the Compensation Committee, options and awards (other than pursuant
to the Independent Director Plan) vest in four equal installments on the first,
second, third and fourth anniversaries of the date of grant. Vesting of any
option or award granted under the Stock Compensation Program may be accelerated
in certain circumstances, including upon the occurrence of a "Change in Control
Event" (as defined in the Stock Compensation Program).

Options and awards granted under the Stock Compensation Program are
nontransferable, except by will or by the laws of descent and distribution.
However, the Compensation Committee may permit the recipient of a non-incentive
stock option granted under the Employee Plans and options granted under the
Independent Director Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's employment or service terminates as a result of
death, all vested awards are paid to the participant's estate by the Company and
the participant's estate or any permitted transferee has the right to exercise
vested options for a period ending on the earlier of the expiration dates of
such options or one year from the date of death. If the participant's employment
or service terminates as a result of retirement or a "disability" (as set forth
in the Stock Compensation Program), all vested awards are paid to the
participant by the Company and the participant or any permitted transferee has
the right to exercise vested options for a period ending on the earlier of the
expiration dates of such options or one year from the date of termination. If
the participant's employment or service terminates for cause, all options and
awards automatically expire upon termination. If the participant's employment or
service terminates other than as a result of death, disability, retirement or
termination for cause, the participant has the right to collect all vested
awards immediately and the participant or any permitted transferee has the right
to exercise vested options for a period ending on the earlier of the expiration
dates of such options or awards or 30 days from the date of termination, subject
to extension at the discretion of the Administrator, or three months from the
date of termination in the case of options granted pursuant to the Independent
Director Plan. In all cases, any unvested options or awards terminate as of the
date of termination of employment or service.

The Stock Compensation Program will terminate on February 28, 2007,
unless earlier terminated by the Board of Directors. No options or awards may be
granted under the Stock Compensation Program after its termination; however,
termination of the Stock Compensation Program will not affect the status of any
option or award outstanding on the date of termination.

Prior to the Repricing, stock options exercisable for an aggregate of
403,700 shares of Common Stock were outstanding under the Employee Plans. These
options were to expire 10 years after the date of grant and had a weighted
average exercise price of $10.57 per share. Such options were exercisable
annually in 25% increments beginning with the first anniversary of the date of
grant. In connection with the Repricing, 263,700 of such options, certain of
which were vested and presently exercisable, were canceled and new options
exercisable for an aggregate of 263,700 shares of Common Stock were granted. The
new options expire 10 years after the date of grant and have an exercise price
of $6.19 per share. Such options vest over a four-year period and are
exercisable annually in 25% increments beginning with the first anniversary of
the date of grant. In addition, prior to the Repricing, options exercisable for
an aggregate of 24,000 shares of Common Stock were outstanding under the
Independent Director Plan. These options were exercisable one year from the date
of grant, were to expire five years from the date of grant and had a weighted
average exercise price of $12.83 per share. In connection with the Repricing,
all of such options, certain of which were vested and presently exercisable,
were canceled and new options exercisable for an aggregate of 24,000 shares of
Common Stock were granted outside the Stock Compensation Program. The new
options expire 10 years after the date of grant and have an exercise price of
$6.19 per share. Such options vest over a four-year period and are exercisable
annually in 25% increments beginning with the first anniversary of the date of
grant. See "Option Repricing".

<PAGE>

Exercise Program

In connection with the options granted by the Company to its employees,
the Board of Directors has approved a stock option exercise program (the
"Exercise Program"). The Exercise Program permits all employees of the Company
and its subsidiaries who are granted stock options (pursuant to either qualified
or non-qualified plans) to finance the exercise of such options by causing the
Company to issue the shares underlying such options upon receipt by the Company
from the employee of a full-recourse demand note evidencing indebtedness to the
Company in an amount equal to the exercise price. Such loans, which are secured
by the underlying shares of Common Stock, are interest-free for one year from
the date on which the employee exercises his or her option, after which interest
accrues at the prime rate, which rate is changed monthly. The loans are repaid
with a portion of the proceeds from the sale of the Common Stock to be received
by the employees upon the exercise of their options. As of April 1, 1999,
Messrs. Binder and Wood were indebted to the Company in the approximate amounts
of $277,000 and $13,050, respectively, for loans made pursuant to the Exercise
Program. During 1998, the largest aggregate amount of indebtedness of Messrs.
Binder and Wood pursuant to such loans were $272,525 and $13,050, respectively.
The rate of interest charged on each such loan during 1998 was the prime lending
rate charged at Summit Bank.

Stock Purchase Program

In December 1998, the Company sold an aggregate of 153,000 shares of
Common Stock held in the treasury to the senior executive officers of the
Company and certain of the Company's independent directors at a purchase price
of $8.375 per share, the closing price of the Common Stock on the date of the
sale. Substantially all of the purchase price for the shares of Common Stock
sold was paid in the form of five-year non-recourse promissory notes aggregating
approximately $1.3 million secured by pledges of the underlying Common Stock.
The notes bear interest at a rate of 4.52% per annum. In January 1999, the
Company sold an additional 10,000 shares of Common Stock to Ms. Lavet at a
purchase price of $9.75 per share, the closing price of the Common Stock on the
date of sale. The consideration paid by Ms. Lavet was substantially the same as
described above, except that Ms. Lavet's note bears interest at a rate of 4.64%
per annum. The number of shares of Common Stock purchased by each of the
individuals and the principal amount of the notes due from each of the
individuals is set forth below.

Name Number of Shares Purchased Principal Amount of Notes

Stanley S. Binder 50,000 $418,250
John H. Davies 20,000 167,300
Kenneth S. Wood 23,000 192,395
Richard S. Rosenfeld 20,000 167,300
John D. Abernathy 10,000 83,650
Richard D. Condon 10,000 83,650
James C. McGrath 10,000 83,650
John J. Harte 10,000 83,650
Lorraine M. Lavet 10,000 97,400

Employment Agreements

The Company has entered into a five-year employment agreement with Mr.
Binder, the President and Chief Executive Officer of the Company (the
"Employment Agreement"), effective January 1, 1998. Under the Employment
Agreement, Mr. Binder received a base salary of $250,000 for 1998. Mr. Binder's
salary is subject to certain adjustments and to periodic increases as determined
by the Board of Directors. In addition, Mr. Binder is entitled to receive up to
a total of three special bonuses during the term of the Employment Agreement in
the amount of $65,000, $65,000 and $70,000, respectively, in the event that the
Company's EBITDA (as defined in the Employment Agreement) exceeds certain
targeted amounts for any fiscal year during the term of the Employment
Agreement. Mr. Binder received the first of these special bonuses in 1998.
Pursuant to the Employment Agreement, Mr. Binder is also entitled to participate
in the Company's cash bonus plan and to participate in the SERP Plan. Also,
under the terms of the Employment Agreement, Mr. Binder received stock options
covering

<PAGE>

50,000 shares of Common Stock having an exercise price of $11.78 per share
(equal to the fair market value on the date of grant). In the Employment
Agreement, the Company has agreed to maintain a $1.0 million term life insurance
policy for Mr. Binder's benefit. Mr. Binder is entitled to several perquisites,
including a car allowance and reimbursement for the cost of certain financial
planning services.

In the event that Mr. Binder's employment is terminated pursuant to a
Without Cause Termination, or Mr. Binder terminates his employment for Good
Reason (as such terms are defined in the Employment Agreement), Mr. Binder will
be entitled to a severance payment equal to 2.99 times his then-current base
salary and to certain other severance benefits. In addition, upon the occurrence
of a Change in Control Event (as such term is defined in the Employment
Agreement), Mr. Binder has the right to terminate his employment within 180
days, in which event the termination will be treated as a termination for Good
Reason with the effects specified above. In addition, the Company has agreed to
pay Mr. Binder additional amounts, if necessary, to pay any excise tax Mr.
Binder may become subject to in the event that any payment made to him under the
Employment Agreement constitutes an "excess parachute payment" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended.

Pursuant to the Employment Agreement, Mr. Binder has agreed to certain
confidentiality, work-for-hire and non-competition covenants.

The Company has entered into three-year employment agreements with
each of Messrs. Wood and Rosenfeld, effective September 1, 1998, pursuant to
which Messrs. Wood and Rosenfeld receive annual base salaries of $150,000 and
$125,000, respectively, subject to periodic increases at the discretion of the
Board of Directors. Both are entitled to participate in any cash bonus plan
maintained by the Company and to participate in the SERP Plan. In the employment
agreements, the Company has agreed to maintain term life insurance policies for
the benefit of each of them in an amount not less than four times Mr. Wood's
base salary and not less than three times Mr. Rosenfeld's base salary,
respectively. The employment agreements for each of Messrs. Wood and Rosenfeld
provide, among other things, that, in the event of a termination of employment
by the Company without cause, each will be entitled to receive a severance
payment equal to his then-current base salary for a period of twelve months from
the effective date of such termination. In the event that Messrs. Wood and/or
Rosenfeld are terminated pursuant to a Without Cause Termination (as defined in
the employment agreements), they are entitled to receive their base salary as in
effect at the time of such termination for a period of twelve months from the
effective date of such termination. Upon the occurrence of a "change in control"
of the Company, the employee will be entitled to receive the greater of his
annual base salary pursuant to the employment agreement or his then-current
annual base salary for the remainder of the term (payable in a single lump sum).
Both of the employment agreements also contain certain confidentiality,
work-for-hire and non-competition provisions which continue in effect following
the termination of the employee's employment by the Company.

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee is comprised of Messrs.
Abernathy, Condon, Harte and McGrath. No executive officer of the Company and no
member of the Compensation Committee is a member of any other business entity
that has an executive officer that sits on the Company's Board or on the
Compensation Committee.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Executive Compensation Committee of the Board of Directors,
consisting entirely of non-management directors, approves all policies under
which compensation is paid or awarded to the Company's executive officers. The
Committee is comprised of Messrs. Abernathy, Condon, Harte and McGrath.

<PAGE>

Compensation Philosophy

The Company's executive compensation program is designed to attract and
retain superior executive talent, to provide incentives and rewards to executive
officers who will contribute to the long-term success of the Company and to
closely align the interests of executives with those of the Company's
stockholders. The principal elements of the Company's executive compensation
program consist of: (i) base annual salary, (ii) the Company's Annual Incentive
Plan and (iii) grants and awards made pursuant to the Company's Stock
Compensation Program.

The Committee evaluates the level and adequacy of executive
compensation through a process which includes an informal analysis of the
compensation practices of similarly situated entities in the Company's peer
group as well as those of other applied technology companies. During 1997, the
Company retained the Hay Group to make recommendations to the Committee
regarding the structure and level of executive compensation. The Committee
incorporated a number of the suggestions made by the Hay Group in determining
1998 compensation for the Company's key executives. The Committee does not rely
on quantitative methods or mathematical formulas in setting compensation for a
particular executive officer. Instead, the members of the Committee determine
appropriate compensation levels after examining a number of factors, including
the compensation practices of comparable companies, the Company's historical
performance and future prospects, the job responsibilities of each executive,
the past and expected contributions of individual executives and other criteria
deemed relevant by the Committee.

Annual Base Salaries

The Company has entered into employment agreements with each executive
officer, other than Mr. Davies, which specify minimum annual base salaries. See
"Employment Agreements." Each year, annual base salaries for the executive
officers are proposed by the Chief Executive Officer and are evaluated by the
Committee based upon a number of criteria, including the base salary of the
executive in the prior year, the executive's job responsibilities, the
Committee's subjective evaluation of the executive's performance and
contribution to the success of the Company, relevant inflation rates and other
factors. The Committee also considers external factors, including the market for
qualified executives, and the annual base salaries for comparable positions at
peer companies. Adjustments may be made in an executive's base compensation at
the discretion of the Executive Compensation Committee if deemed warranted by
individual circumstances.

Annual Incentive Plan

At the recommendation of the Hay Group, effective January 1, 1998 the
Company eliminated its previous bonus program and adopted the Annual Incentive
Plan. Pursuant to the Annual Incentive Plan, at the beginning of each year the
Committee, with input from the Chief Executive Officer, establishes team goals
for the Company's executive management, including certain performance goals,
such as the achievement of sales and net income budgets, manufacturing
milestones and market share targets. The Committee also sets individual goals
for each executive officer. The individual goals typically reflect the team
goals, but also cover matters related to the individual's area of responsibility
or individual performance, such as the achievement of sales targets, research
and development goals or educational and professional accomplishments. Under the
Annual Incentive Plan, each individual is entitled to a targeted bonus
(expressed as a percentage of base salary) assuming that all of the group and
individual goals are met. The actual bonus paid for any year varies from the
targeted amount based on the level of achievement of the team and individual
goals, but may not exceed 100% of the executive's base salary. Aggregate bonuses
payable under the Annual Incentive Plan may not exceed 10% of the Company's
pre-tax income. For fiscal 1998, bonuses aggregating $262,000 were paid under
the Annual Incentive Plan. See "Executive Compensation--Summary Compensation
Table." The aggregate bonuses paid for 1998 were significantly lower than those
paid in 1997 when the Company's performance significantly exceeded expectations.
The Committee believes that the bonus limitations described above will assure
that annual bonuses remain closely tied to the achievement of the Company's
performance goals.

<PAGE>

Stock Options

The third component of executive compensation is awards made pursuant
to the Company's Stock Compensation Program. Under the Stock Compensation
Program, the Committee has the right to grant stock options and other awards to
qualifying executives.

Stock options are designed to align the interests of the Company's
executives more closely with those of the stockholders. The Company typically
grants stock options at an exercise price equal to the fair market value of the
Common Stock on the date of grant. These options generally vest at the rate of
25% per year, with the first installment vesting at the end of one year from the
date of employment (for options granted upon initial employment) or the date of
grant and are typically exercisable within ten years from the date of grant. The
Committee believes that the granting of stock options provides powerful
incentives for the creation of long-term value for the Company's stockholders as
the full benefit of the stock options cannot be realized unless stock price
appreciation occurs over a number of years. The size of individual stock grants
are based upon the recommendations of the Chief Executive Officer and the
Committee's subjective evaluation of the Company's performance and prospects,
the responsibilities and contributions of the individual recipient, the
practices of comparable companies and other factors deemed relevant by the
Committee, including stock option grants made in prior years.

Option Repricing

In the fourth quarter of 1998, the trading price of the Common Stock
declined significantly as a result of factors which the Committee believed were
outside the control of the Company's executive officers. These factors included
the general decline in stock prices of small capitalization stocks, the decline
in stock prices of companies in the security technology industry, which, in the
Committee's view, resulted primarily from uncertainty over the timing of
procurements to be made by the Federal Aviation Administration, and the
unexpected difficulties encountered in finding suitable acquisition candidates.
As a result of the decline in the price of the Common Stock, the exercise price
of options previously granted by the Committee under the Stock Compensation
Program exceeded the market price of the Common Stock, thereby significantly
undermining the incentives intended to be created by the option grants. To
preserve that incentive, in October 1998, the Board of Directors approved the
cancellation of the underwater options and the granting of replacement options
with an exercise price of $6.19 per share, the closing price of the Common Stock
on the date of the repricing (the "Repricing"). In exchange for the repricing of
their options, option holders were required to re-start the vesting periods
attributable to their option grants. In addition, the vesting period of repriced
options held by independent directors was changed from one year to a four-year
with 25% of the options vesting in each year. See "Option Repricing."

Stock Purchase Program

During 1998, the Committee discussed ways in which to increase the
stock ownership of the Company's directors and executive officers. The Committee
sought to respond to investor concerns that management did not own a sufficient
stake in the Company. The Committee studied a number of alternatives to increase
management's ownership position, including the granting of additional stock
options and instituting a program requiring directors and senior executives to
maintain minimum levels of stock ownership. The Committee is continuing to study
this issue. However, in order to address these concerns promptly, in December
1998 the Board of Directors approved a one-time stock purchase program pursuant
to which the Company sold an aggregate of 153,000 shares of Common Stock to the
senior executive officers and directors at a purchase price of $8.375 per share,
the closing price of the Common Stock on the date of the Board action. In
addition, pursuant to this stock purchase program, in January 1999, the Company
sold an additional 10,000 shares of Common Stock to Ms. Lavet at a purchase
price of $9.75 per share, the closing price of the Common Stock on the date of
sale. Pursuant to this stock purchase program, the executives and directors paid
for the shares of Common Stock primarily in the form of non-recourse promissory
notes secured by pledges of the underlying Common Stock. See "Stock Purchase
Program."

Compensation of the Chief Executive Officer

As disclosed in last year's proxy statement, in 1997 the Company
entered into a new five-year employment agreement with Mr. Binder. See
"Employment Agreements." Pursuant to that agreement, Mr. Binder received a

<PAGE>

base salary of $250,000 in 1998. Mr. Binder also received a cash bonus of
$117,000 under the Annual Incentive Plan, which was significantly lower than the
bonus paid to Mr. Binder in 1997. The lower bonus paid in 1998 reflected the
Company's financial performance during the year as compared to 1997. In
addition, Mr. Binder received a $65,000 special bonus pursuant to this terms of
his employment agreement because the Company's EBITDA (as defined in Mr.
Binder's agreement) for 1998 exceeded budget. The Committee considered the
overall level of Mr. Binder's cash compensation appropriate in view of Mr.
Binder's leadership of the Company through its evolution into the world's
leading manufacturer of trace chemical detection equipment, the continued growth
in the Company's business and market share, particularly in a year when other
manufacturers experienced decreased unit sales, the Company's balance sheet
strength and Mr. Binder's contributions to the building of the Company's
infrastructure and the increased capabilities and expertise of the senior
management team put into place by Mr. Binder. The Committee also considered
information provided to it by the Hay Group, which indicated that Mr. Binder's
earnings were below peer group averages for the chief executive officers of
similarly situated companies. In connection with the Repricing, the Committee
granted Mr. Binder options on 87,500 shares of Common Stock. Those options vest
over a four-year period. The primary basis for the Committee's determination to
reprice Mr. Binder's options was to preserve a strong incentive for him to
continue to increase the value of the Company during the remainder of his
employment term. The specific bases for the Committee's determinations regarding
Mr. Binder's compensation in 1998 included his aggressive leadership, which
resulted in the significant strengthening of the Company's balance sheet and the
Company's competitive position; his role in completing the Company's April 1998
public offering, his commitment to the development and implementation of the
Company's strategic plan, his contribution to the building of the Company's
infrastructure and his contributions to the achievement of the Company's
performance goals.

Pursuant to the stock purchase program described above, in December
1998 the Company sold 50,000 shares of Common Stock to Mr. Binder for $8.375 per
share. See "Stock Purchase Program."

THE EXECUTIVE COMPENSATION COMMITTEE

James C. McGrath (Chairman) John D. Abernathy
Richard C. Condon John J. Harte

COMPANY STOCK PERFORMANCE GRAPH

The following graph provides a comparison of the cumulative total
return of the Company's Common Stock with the NASDAQ Stock Market and a Peer
Index consisting of the NASDAQ Non-Financial Stocks SIC 0100-5999, 7000-9999
over a period starting from December 31, 1993 and ending on December 31, 1998.
The cumulative total returns were prepared by The University of Chicago Graduate
School of Business. The graph assumes an initial investment of $100 in each of
the Company's Common Stock, the NASDAQ Stock Market and the Peer Index
consisting of NASDAQ Non-Financial Stocks SIC 0100-5999, 7000-9999 after the
close of the market on December 31, 1993 and that all dividends, if any, were
reinvested.

[PERFORMANCE GRAPH APPEARS HERE]

Company/Index Name Base Period Indexed/Cumulative Returns
- ------------------ ----------- ----------------------------------------------------------------

12/1993 12/1994 12/1995 12/1996 12/1997 12/1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Barringer Technologies Inc. 100.0 24.6 6.1 91.4 156.9 94.2

NASDAQ Stock Market 100.0 97.0 136.2 166.8 203.7 282.0
(US & Foreign)

NASDAQ Non-Financial Stock 100.0 96.2 134.0 162.8 190.7 280.0
SIC 0100-5999, 7000-9999
(US & Foreign)

</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, the Company's directors,
executive officers, and persons holding more than ten percent of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any changes in such ownership to the Securities and Exchange
Commission. These persons also are required to furnish the Company with a copy
of all Section 16(a) forms they file. The Company is obligated to disclose any
failures to file such reports on a timely basis. To the Company's knowledge,
based solely on a review of such reports and any amendments thereto which have
been furnished to the Company, except as set forth below, the Company has not
identified any reports required to be filed during the year ended December 31,
1998 that were not filed in a timely manner. Mr. Davies did not timely file a
Form 4 in connection with his purchase of 20,000 shares of Common Stock on
December 10, 1998.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 1, 1999, the number of
shares of Common Stock, Class A Convertible Preferred Stock and Class B
Convertible Preferred Stock owned by (i) each Named Executive Officer, (ii) each
director, (iii) all directors and executive officers as a group and (iv) any
person or entity known by the Company to own beneficially 5% or more of such
securities. As of April 1, 1999, there were 7,393,454 shares of Common Stock,
38,616 shares of Class A Convertible Preferred Stock and 22,500 shares of Class
B Convertible Preferred Stock issued and outstanding. As of that date, none of
the officers and directors owned shares of the Company's Class A Convertible
Preferred Stock or Class B Convertible Preferred Stock. The business address for
all of the executive officers and directors of the Company is 30 Technology
Drive, Warren, New Jersey 07059.

<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership Beneficial Ownership
of Class A Convertible of Class B Convertible of Common Stock(1)
Preferred Stock Preferred Stock
Number of Percent of Number of Percent of Number of Percent of
Shares Class Shares Class Shares Class
Name

<S> <C> <C> <C>
Stanley S. Binder(2) -- -- -- -- 216,136 2.9
John H. Davies(3) -- -- -- -- 160,732 2.1
John J. Harte(4) -- -- -- -- 70,100 *
Richard D. Condon(5) -- -- -- -- 51,250 *
John D. Abernathy(6) -- -- -- -- 44,454 *
James C. McGrath(7) -- -- -- -- 41,250 *
Kenneth S. Wood(8) -- -- -- -- 96,636 1.3
Lorraine M. Lavet -- -- -- -- 10,000 *
Richard S. Rosenfeld(9) -- -- -- -- 84,036 1.1

All directors and executive
officers as a group
consisting of nine
persons -- -- -- -- 774,594 9.9

Austin W. Marxe (10)
153 E. 53rd St.
NY, NY 10022 -- -- -- -- 890,821 11.6

Corbyn Investment
Management, Inc.(11) -- -- -- -- 612,150 8.3
2330 W. Joppa Road
Suite 108
Lutherville, MD 21093

Lionheart Group, Inc. -- -- -- -- 423,100 5.7
230 Park Avenue
New York, NY 10169

William D. Witter (12)
153 East 53rd Street -- -- -- -- 655,140 8.9
New York, NY 10022

Angelo Logozzo Ex. UW
Frederick D'Amico (13) 3,918 10.1 -- -- 1,417 *
415 S. 3rd Street
Hamilton, MT 59840

Max Gerber(14) -- -- 12,500 55.6 4,447 *
26 Broadway
New York, NY 10004-1776

Paul Spitzberg(15) -- -- 10,000 44.4 3,558 *
16 Whiteowl Road
Tenafly, NJ 07670
</TABLE>

- -------------------
* Less than 1%

(1) Assumes the exercise of all outstanding warrants for Common Stock, the
conversion of each outstanding share of Class A Convertible Preferred Stock
and Class B Convertible Preferred Stock into Common Stock and the exercise
of all options exercisable within 60 days of April 1, 1999 for each person
or entity.

(2) Includes 100,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 and 12,500 shares of
Common Stock issuable upon exercise of warrants owned by Mr. Binder.
Excludes shares of Common Stock beneficially owned by SSF III of which Mr.
Binder is an independent general partner. Mr. Binder disclaims any
beneficial interest in such shares.

(3) Includes 69,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 and 12,500 shares of
Common Stock issuable upon the exercise of warrants owned by Mr. Davies.

(4) Includes 22,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 owned by Mr. Harte.

(5) Includes 22,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 and 5,000 shares of
Common Stock issuable upon the exercise of warrants owned by Mr. Condon.

(6) Includes 22,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 and 2,500 shares of
Common Stock issuable upon the exercise of warrants owned by Mr. Abernathy.
<PAGE>
(7) Includes 22,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 owned by Mr. McGrath.

(8) Includes 60,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 owned by Mr. Wood.

(9) Includes 50,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of April 1, 1999 and 5,000 shares of
Common Stock issuable upon the exercise of warrants owned by Mr. Rosenfeld.
Also includes 3,636 shares of Common Stock owned by Mr. Rosenfeld's child.

(10) Includes (i) 393,579 shares of Common Stock and 229,167 shares of Common
Stock issuable upon the exercise of warrants owned by SSF III, (ii) 134,742
shares of Common Stock and 83,333 shares of Common Stock issuable upon the
exercise of warrants owned by Special Situations Cayman Fund, L.P. (the
"Cayman Fund"), and (iii) 50,000 shares of Common Stock owned by Special
Situations Technology Fund, L.P. ("SST"). AWM Investment Company, Inc.
("AWM") is the sole general partner of the Cayman Fund and the sole general
partner of MGP Advisors Limited ("MGP"), a general partner of SSF III. Mr.
Marxe is the President and Chief Executive Officer of AWM and the principal
limited partner of MGP. Accordingly, Mr. Marxe may be deemed to be the
beneficial owner of all of the shares of Common Stock held by SSF III, the
Cayman Fund and SSTF. Mr. Binder is an independent general partner of SSF
III. Mr. Binder disclaims beneficial ownership of all shares held by SSF
III.

(11) Consists of 326,150 shares of Common Stock owned by Corbyn Investment
Management, Inc. and 286,000 shares of Common Stock owned by Greenspring
Fund, Inc.

(12) Includes 575,140 shares of Common Stock owned by William D. Witter, Inc.
("WDWI") and 80,000 shares of Common Stock owned by Penfield Partners, L.P.
("PP"). William D. Witter owns 98.6% of WDWI. WDWI is the sole general
partner of Pine Creek Advisors Limited Partnership ("PCA") which is a
general partner of PP.

(13) Includes 1,417 shares of Common Stock issuable upon conversion of the Class
A Convertible Preferred Stock.

(14) Includes 4,447 shares of Common Stock issuable upon conversion of the Class
B Convertible Preferred Stock. (15) Includes 3,558 shares of Common Stock
issuable upon conversion of the Class B Convertible Preferred Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 1998, the Company made a $500,000 non-recourse loan to Mr.
Binder. The loan is repayable on July 5, 2003 and bears interest at the rate of
5.68% per annum, payable annually. Mr. Binder's obligation to repay the loan is
secured by 49,000 shares of Common Stock. In addition, the Company has made
certain loans to the Named Executive Officers and directors. See "Exercise
Program" and "Stock Purchase Program."

Mr. Abernathy is currently the Executive Director of Patton Boggs,
LLP, a Washington, D.C. law firm. During 1998, the Company retained Patton
Boggs, LLP to represent the Company in various matters and has retained such
firm in 1999.

PROPOSAL TWO

INCREASE IN AGGREGATE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR GRANT
UNDER THE BARRINGER TECHNOLOGIES INC.1997 STOCK COMPENSATION PROGRAM

In February 1997, the Board of Directors adopted, and in May 1997, the
stockholders approved, the Barringer Technologies Inc. 1997 Stock Compensation
Program (the "Stock Compensation Program") in order to promote the interests of
the Company, its direct and indirect present and future subsidiaries and its
stockholders by providing eligible persons with the opportunity to acquire a
proprietary interest, or to increase their proprietary interest, in the Company
as an incentive to remain in the service of the Company.

The Stock Compensation Program authorizes the granting of incentive
stock options, non-qualified supplementary options, stock appreciation rights,
performance shares and stock bonus awards to employees and consultants of the
Company and its subsidiaries (approximately 30 in total), including those
employees serving as officers or directors of the Company (the "Employee
Plans"). The Stock Compensation Program also authorizes automatic option grants
to directors who are not otherwise employed by the Company (the "Independent
Director Plan"). 600,000 shares of Common Stock are currently reserved for
issuance in connection with the Stock Compensation Program of which up to
500,000 shares may be issued under the Employee Plans and up to 100,000 shares
may be issued under the Independent Director Plan. In the event that an option
or award granted under the Stock Compensation Program expires, is terminated or
forfeited or certain performance objectives with respect thereto are not met
prior to exercise or vesting, then the number of shares of Common Stock covered
thereby again becomes eligible for grant under the Stock Compensation Program.
The Company receives no consideration for grants of options or awards under the
Stock Compensation Program.

<PAGE>

The Stock Compensation Program is administered by the Compensation
Committee (the "Administrator") which is comprised of directors who are
"non-employee directors" for purposes of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), so long as the
Stock Compensation Program continues to be governed by the provisions of such
Rule. Subject to applicable law and the terms of the Stock Compensation Program,
the Administrator has the authority to grant options and awards under the Stock
Compensation Program, including to determine the terms and conditions of each
individual grant, to interpret and administer the provisions of the Stock
Compensation Program, to adopt, amend and rescind rules and regulations
pertaining to the administration of the Stock Compensation Program and to make
all determinations relative thereto. Notwithstanding the foregoing, the
Independent Director Plan has been designed to be "self-executing" in that
options are granted automatically every year. Further, the Administrator has
only certain limited responsibilities under the Independent Director Plan.

Options and awards granted under the Stock Compensation Program may
have an exercise or payment price as established by the Administrator; provided
that the exercise price of incentive stock options granted under the Employee
Plans may not be less than the fair market value of the underlying shares on the
date of grant. Options granted under the Independent Director Plan must have an
exercise price equal to the fair market value of the underlying shares on the
date of grant. Upon exercise or payment of an option or award under the Stock
Compensation Program, the participant is required to provide the payment price
in full, in cash or in shares of the Company's securities valued at fair market
value on the date of the exercise of the option or award. The Stock Compensation
Program does provide for the "cashless exercise" of options granted thereunder
pursuant to which recipients of options may use the proceeds from the sale of
shares of Common Stock received upon the exercise of options to pay the exercise
price therefor. In connection with any exercise of options or awards, the
Company has the right to collect or withhold from any payments under the Stock
Compensation Program all taxes required to be withheld under applicable law.
Under the Exercise Program, all employees of the Company and its subsidiaries
who are granted options may finance the exercise of such options. See "Proposal
One -- Election of Directors - Exercise Program."

Unless otherwise provided at the date of grant, no option or award may
vest within one year of the date of grant and no option or award may be
exercised more than ten years from the date of grant. Options granted under the
Independent Director Plan vest one year following the date of grant and expire
if not exercised on or before the fifth anniversary thereof. Unless otherwise
specified by the Administrator, options and awards (other than pursuant to the
Independent Director Plan) will vest in four equal installments on the first,
second, third and fourth anniversaries of the date of grant. The Administrator
may accelerate the vesting of any option or award granted under the Stock
Compensation Program, including upon the occurrence of a "Change in Control
Event" (as defined in the Stock Compensation Program). Options granted under the
Independent Director Plan automatically vest upon the occurrence of a "Change in
Control Event."

Options and awards granted under the Stock Compensation Program are
nontransferable, except by will or by the laws of descent and distribution.
However, the Administrator may permit the recipient of a non-incentive stock
option granted under the Employee Plans and options granted under the
Independent Director Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's employment or service terminates as a result of
death, all vested awards are paid to the participant's estate by the Company and
the participant's estate or any permitted transferee has the right to exercise
vested options for a period ending on the earlier of the expiration dates of
such options or one year from the date of death. If the participant's employment
or service terminates as a result of retirement or a "disability" (as set forth
in the Stock Compensation Program), all vested awards are paid to the
participant by the Company and the participant or any permitted transferee has
the right to exercise vested options for a period ending on the earlier of the
expiration dates of such options or one year from the date of termination. If
the participant's employment or service terminates for cause, all options and
awards automatically expire upon termination. If the participant's employment or
service terminates other than as a result of death, disability, retirement or
termination for cause, the participant has the right to collect on vested awards
immediately and the participant or any permitted transferee has the right to
exercise vested options for a period ending on the earlier of the expiration
dates of such options or awards or thirty days from

<PAGE>

the date of termination, subject to extension at the discretion of the
Administrator, or three months from the date of termination in the case of
options granted pursuant to the Independent Director Plan. In all cases, any
unvested options or awards terminate as of the date of termination of employment
or service.

The Administrator may amend or revise the terms of the Stock
Compensation Program from time to time; however no such amendment or revision
may alter or impair an option or award without the consent of the holder thereof
and no amendment may be made without stockholder approval if such approval is
required pursuant to applicable law. The Stock Compensation Program will
terminate on February 28, 2007, unless earlier terminated by the Board of
Directors. No options or awards may be granted under the Stock Compensation
Program after its termination; however, termination of the Stock Compensation
Program will not affect the status of any option or award outstanding on the
date of termination.

Subject to certain exceptions not discussed herein, neither the
Company nor the participant will recognize taxable income or loss upon the grant
of non-qualified supplementary options, stock appreciation rights or performance
shares, or upon the issuance of any stock bonuses under the Stock Compensation
Program. In general, the participant will recognize ordinary income upon
exercise of a non-qualified supplementary option or stock appreciation right,
payment of performance shares, or lapse of forfeiture restrictions on any stock
bonus. The amount of income recognized generally will equal the difference
between (i) the fair market value of the underlying shares of Common Stock on
the date of the exercise or payment plus the amount of cash and other
consideration, if any, received by the participant and (ii) the exercise or
payment price, if any. The Company generally will receive a corresponding tax
deduction equal to the amount includable in the participant's income.

In addition, neither the Company nor the participant will recognize
taxable income or loss upon the grant or exercise of incentive stock options,
although there may be alternative minimum tax consequences to the participant
upon exercise. Upon subsequent disposition of the shares of Common Stock covered
by incentive stock options, the participant generally will recognize either
capital gain or loss or ordinary income, depending on whether certain holding
period requirements are satisfied. The Company generally will be entitled to a
tax deduction if the participant recognizes ordinary income.

The following table reflects the stock options grants made by the
Company under the Stock Compensation Program to the Named Executive Officers and
the groups identified below. The Company has not granted any stock appreciation
rights under the Stock Compensation Program.

<PAGE>

Name Number of Shares
Subject to Option

Stanley S. Binder 87,500
John H. Davies 34,000
Kenneth S. Wood 31,500
Richard S. Rosenfeld 27,300
All executive officers as a group 180,300
All directors who are not executive
officers as a group *
All employees, including all current 223,400
officers who are not executive officers

- ---------------------
* Prior to the Repricing, options exercisable for an aggregate of 24,000 shares
of Common Stock had been granted to non-employee directors under the Independent
Director Plan. In connection with the Repricing, all of such options were
canceled and new options exercisable for an aggregate of 24,000 shares of Common
Stock were granted to such directors outside the Stock Compensation Program. See
"Proposal 1--Election of Directors--1997 Stock Compensation Program."

The Company believes that in order to continue to attract qualified
personnel in the future, and in order to retain current key employees, it must
have the flexibility to offer stock options and other awards under the Stock
Compensation Program. Accordingly, in March 1999, the Board of Directors adopted
a resolution approving the amendment to the Stock Compensation Program and
directing that it be presented to the stockholders at the Meeting for their
approval. If the amendment to the Stock Compensation Program is adopted, the
number of shares of Common Stock issuable under the Employee Plans will be
increased by 500,000, raising the total number or shares of Common Stock
reserved for issuance under the Stock Compensation Program to 1,100,000 shares.
After giving effect to such increase, a total of 696,300 shares of Common Stock
would be available for future grants under the Stock Compensation Program,
constituting 8.2% of the total shares of Common Stock outstanding as of April 1,
1999 on a fully diluted basis.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.

PROPOSAL THREE

RATIFICATION OF AUDITORS

The Board of Directors has appointed BDO Seidman, LLP as the Company's
independent public accountants for the year ending December 31, 1999. BDO
Seidman, LLP has served as the Company's independent accountants since 1989.
Although the appointment of independent public accountants is not required to be
approved by stockholders, the Board of Directors believes stockholders should
participate in the selection of the Company's independent public accountants.
Accordingly, the stockholders will be asked at the Annual Meeting to ratify the
Board's appointment of BDO Seidman, LLP as the Company's independent public
accountants for the year ending December 31, 1999. Representatives of BDO
Seidman, LLP will be present at the Annual Meeting. They will have an
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions of the stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL THREE.

STOCKHOLDER PROPOSALS

Any proposal intended to be presented by a stockholder at the 2000
Annual Meeting of Stockholders must be received by the Company at the address
specified below no later than the close of business on December 18, 1999 to be
considered for inclusion in the Proxy Statement for the 2000 Annual Meeting. Any
proposal should be addressed to Secretary, Barringer Technologies Inc., 30
Technology Drive, Warren New Jersey 07059 and should be sent by certified mail,
return receipt requested.

<PAGE>

Under the Company's by-laws, a stockholder must give advanced written
notice of any proposal the stockholder wishes to make at the Annual Meeting. To
be timely, a stockholder's notice of any proposal or the name of any person to
be nominated by any stockholder for election as a director must be delivered to
the Secretary of the Company at its principal executive office not less than 60
nor more than 90 days prior to the date of the meeting; provided, however, that
if the date of the meeting is first publicly announced or disclosed less than 70
days prior to the date of the meeting, such advance notice shall be given not
more than ten days after such date is first so announced or disclosed. Any
stockholder who gives notice of any such proposal must deliver with such notice
the text of the proposal to be presented and a brief written statement of the
reasons why the stockholder favors the proposal setting forth the stockholder's
name and address, the number and class of all shares of each class of stock of
the Company beneficially owned by the stockholder and any material interest of
the stockholder in the proposal. Any stockholder desiring to nominate any person
for election as a director of the Company must deliver with such notice a
statement in writing setting forth the name of the person to be nominated, the
number and class of all shares of each class of stock of the Company
beneficially owned by such person, the information regarding such person
required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by
the Securities and Exchange Commission, such person's signed consent to serve as
a director of the Company if elected, the stockholder's name and address and the
number and class of all shares of each class of stock of the Company
beneficially owned by the stockholder.

OTHER MATTERS

The Board of Directors does not know of any matters, other than those
referred to in the accompanying Notice of Meeting, to be presented at the Annual
Meeting for action by the stockholders. However, if any other matters are
properly brought before the Annual Meeting or any adjournments or postponements
thereof, it is intended that votes will be cast with respect to such matters,
pursuant to the proxies, in accordance with the best judgment of the person
acting under the proxies.

By Order of the Board of Directors

/s/ Richard S. Rosenfeld

Richard S. Rosenfeld
Vice President - Finance, Chief Financial Officer
Secretary and Treasurer

April 16, 1999

A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31,
1998, INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY STATEMENT. THE
ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL OR AS A
COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.

<PAGE>

BARRINGER TECHNOLOGIES INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, MAY 12, 1999

The undersigned hereby revokes any prior proxy and appoints Stanley S.
Binder, Kenneth S. Wood, Richard S. Rosenfeld, and each of them, attorneys and
proxies with power of substitution, to vote for and on behalf of the undersigned
at the Barringer Technologies Inc. Annual Meeting of Stockholders to be held on
May 12, 1999 and at any adjournments or postponements thereof (the "Meeting"),
upon the following matters and upon any other business that may properly come
before the Meeting, as set forth in the related Notice of Meeting and Proxy
Statement, both of which have been received by the undersigned.

This proxy, when properly executed, will be voted in the manner
directed by the undersigned stockholder. If this proxy is executed but no
direction is made, this proxy will be voted FOR each of the Proposals.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.

(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)
<PAGE>

PLEASE MARK BOXES [ ] IN BLUE OR BLACK INK

1. Election of directors.

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [ ] listed below [ ]

To withhold authority for any individual nominee, print that nominee's name on
the space provided below.

________________________________________________________________________________

John D. Abernathy, Stanley S. Binder, Richard D. Condon, John H.
Davies, John J. Harte, Lorraine M. Lavet, James C. McGrath and Kenneth S. Wood

2. Proposal to increase the shares of Common Stock reserved for issuance
pursuant to the Barringer Technologies Inc. 1997 Stock Compensation Program

For [ ] Against [ ] Abstain [ ]

3. Ratification of BDO Seidman, LLP as independent public accountants for
1999.

For [ ] Against [ ] Abstain [ ]

If you have noted an address change or comments on either side of this card,
mark here: [ ]

Dated: _________________________, 1999

_____________________________________
Please sign this proxy and return it promptly whether or not you expect to
attend the Meeting. You may nevertheless vote in person if you attend.

Please sign exactly as your name appears hereon. Give full title if an Attorney,
Executor, Administrator, Trustee, Guardian, etc.

For an account in the name of two or more persons, each should sign, or if one
signs, he or she should attach evidence of authority.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

BARRINGER TECHNOLOGIES INC.

AMENDED AND RESTATED 1997 STOCK COMPENSATION PROGRAM

A. Purposes. This Barringer Technologies Inc. 1997 Stock Compensation
Program (the "Program") is intended to promote the interests of Barringer
Technologies Inc. (the "Company"), its direct and indirect present and future
subsidiaries (the "Subsidiaries"), and its stockholders, by providing eligible
persons with the opportunity to acquire a proprietary interest, or to increase
their proprietary interest, in the Company as an incentive to remain in the
service of the Company.

B. Elements of the Program. In order to maintain flexibility in the
award of benefits, the Program is comprised of six parts -- the Incentive Stock
Option Plan ("Incentive Plan"), the Supplemental Stock Option Plan
("Supplemental Plan"), the Stock Appreciation Rights Plan ("SAR Plan"), the
Performance Share Plan ("Performance Share Plan"), the Stock Bonus Plan ("Stock
Bonus Plan") and the Independent Director Plan (the "Independent Director
Plan"). Copies of the Incentive Plan, Supplemental Plan, SAR Plan, Performance
Share Plan, Stock Bonus Plan and Independent Director Plan are attached hereto
as Parts I, II, III, IV, V, and VI, respectively, and are collectively referred
to herein as the "Plans." The grant of an option, stock appreciation right,
performance share, or stock bonus under one of the Plans shall not be construed
to prohibit the grant of an option, stock appreciation right, performance share,
or stock bonus under any of the other Plans.

C. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below under the heading "General Provisions of Stock
Compensation Program."

<PAGE>

GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM

Article 1. Administration. The Program shall be administered by the
Board of Directors of the Company (the "Board of Directors") or any duly created
committee appointed by the Board of Directors and charged with administration of
the Program. The Board of Directors, or any duly appointed committee, when
acting to administer the Program, is referred to as the "Program Administrator."
Any action of the Program Administrator shall be taken by majority vote at a
meeting or by unanimous written consent of all members without a meeting. No
Program Administrator or member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to the Program or
with respect to any option, stock appreciation right, performance share, or
stock bonus granted thereunder. Notwithstanding any other provision of the
Program, administration of the Independent Director Plan, set forth as Part VI
of this Program, shall be self-executing in accordance with the terms of the
Independent Director Plan, and no Program Administrator shall exercise any
discretionary functions with respect to option grants made under such
Independent Director Plan.

Article 2. Authority of Program Administrator. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrator shall have the authority: (a) to construe and interpret
the Program; (b) to define the terms used herein; (c) to prescribe, amend, and
rescind rules and regulations relating to the Program; (d) to determine to whom
options, stock appreciation rights, performance shares, and stock bonuses shall
be granted under the Program; (e) to determine the time or times at which
options, stock appreciation rights, performance shares, or stock bonuses shall
be granted under the Program; (f) to determine the number of shares subject to
any discretionary option or stock appreciation right under the Program and the
number of shares to be awarded as performance shares or stock bonuses under the
Program, as well as the option price and the duration of each option, stock
appreciation right, performance share and stock bonus, and any other terms and
conditions of options, stock appreciation rights, performance shares, and stock
bonuses; and (g) to make any other determinations necessary or advisable for the
administration of the Program and to do everything necessary or appropriate to
administer the Program. All decisions, determinations and interpretations made
by the Program Administrator shall be binding and conclusive on all participants
in the Program and on their legal representatives, heirs, and beneficiaries.

Article 3. Maximum Number of Shares Subject to the Program. The
maximum aggregate number of shares of the Company's Common Stock, par value $.01
per share ("Common Stock"), available pursuant to the Program, subject to
adjustment as provided in Article 6 hereof, shall be 1,100,000 shares of Common
Stock. Up to 1,000,000 of such shares may be issued under any Plan that is part
of the Program other than the Independent Director Plan. Up to 100,00 shares may
be issued under the Independent Director Plan. If any of the options or stock
appreciation rights granted under the Program expire or terminate for any reason
before they have been exercised in full, the unissued shares subject to those
expired or terminated options and/or stock appreciation rights shall again be
available for the purposes of the Program. If the performance objectives
associated with the grant of any performance shares are not

<PAGE>

achieved within the specified performance objective period, or if the
performance share grant terminates for any reason before the performance
objective date arrives, the shares of Common Stock associated with such
performance shares shall again be available for the purposes of the Program. If
any stock provided to a recipient as a stock bonus is forfeited, the shares of
Common Stock so forfeited shall again be available for purposes of the Program.
Any shares of Common Stock delivered pursuant to the Program may consist, in
whole or in part, of newly issued shares or treasury shares.

Article 4. Eligibility and Participation. All employees of the Company
and the Subsidiaries, whether or not officers or directors of the Company or the
Subsidiaries, all consultants of the Company and the Subsidiaries, whether or
not directors of the Company or the Subsidiaries, and all non-employee directors
of the Company shall be eligible to participate in the Program; provided,
however, that (i) only employees of the Company or the Subsidiaries may
participate in the Incentive Plan, and (ii) only Independent Directors (as
defined in the Independent Director Plan) may participate in the Independent
Director Plan. The term "employee" shall include any person who has agreed to
become an employee and the term "consultant" shall include any person who has
agreed to become a consultant.

Article 5. Effective Date and Term of Program. The Program shall
become effective upon its adoption by the Board of Directors and the
stockholders of the Company; provided, however, that awards may be granted under
the Program prior to obtaining stockholder approval of the Program so long as
such awards are contingent upon such stockholder approval being obtained and may
not be exercised prior to such approval. The Program shall continue in effect
for a term of ten years from the date the Program is adopted by the Board of
Directors unless sooner terminated by the Board of Directors.

Article 6. Adjustments. Subject to the provisions of Articles 18 and
19, in the event that the outstanding shares of Common Stock of the Company are
hereafter increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made by the Program
Administrator in the maximum number and kind of shares as to which options,
stock appreciation rights, and performance shares may be granted under the
Program. A corresponding adjustment changing the number or kind of shares
allocated to unexercised options, stock appreciation rights, performance shares
and stock bonuses or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options and stock appreciation rights shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option or
stock appreciation right but with a corresponding adjustment in the price for
each share or other unit of any security covered by the option or stock
appreciation right. In making any adjustment pursuant to this Article 6, any
fractional shares shall be disregarded.

Article 7. Termination and Amendment of Program. No options, stock
appreciation rights, performance shares or stock bonuses shall be granted under
the Program after the termination of the Program. The Program Administrator may
at any time amend or revise

<PAGE>

the terms of the Program or of any outstanding option, stock appreciation right,
performance share or stock bonus issued under the Program, provided, however,
that any stockholder approval necessary or desirable in order to comply with
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or with
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or
other applicable law or regulation shall be obtained prior to the effectiveness
of any such amendment or revision. No amendment, suspension or termination of
the Program or of any outstanding option, stock appreciation right, performance
share or stock bonus shall, without the consent of the person who has received
an option, stock appreciation right, performance share or stock bonus, impair
any of that person's rights or obligations under any option, stock appreciation
right, performance share or stock bonus granted under the Program prior to such
amendment, suspension or termination without that person's written consent.

Article 8. Privileges of Stock Ownership Notwithstanding the exercise
of any options granted pursuant to the terms of the Program or the achievement
of any performance objective specified in any performance share granted pursuant
to the terms of the Program, no person shall have any of the rights or
privileges of a stockholder of the Company in respect of any shares of stock
issuable upon the exercise of his or her option or achievement of his or her
performance objective until certificates representing the shares have been
issued and delivered. No adjustment shall be made for dividends or any other
distributions for which the record date is prior to the date on which any stock
certificate is issued pursuant to the Program.

Article 9. Reservation of Shares of Common Stock. The Company, during
the term of the Program, will at all times reserve and keep available such
number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program.

Article 10. Tax Withholding. The exercise of any option, stock
appreciation right or performance share, and the grant of any stock bonus under
the Program, are subject to the condition that, if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then, in such event, the exercise of the
option, stock appreciation right or performance share or the grant of such stock
bonus or the elimination of the risk of forfeiture relating thereto shall not be
effective unless such withholding tax or other withholding liabilities shall
have been satisfied in a manner acceptable to the Company.

Article 11. Employment; Service as Director or Consultant. Nothing in
the Program gives to any person any right to continued employment by or service
as a director of or consultant to the Company or the Subsidiaries or limits in
any way the right of the Company, the Subsidiaries or the Company's stockholders
at any time to terminate or alter the terms of that employment or service.

Article 12. Investment Letter; Restrictions or Obligation of the
Company to Issue Securities; Restrictive Legend. Any person acquiring Common
Stock or other securities of the Company pursuant to the Program, as a condition
precedent to receiving the shares of Common Stock or other securities, may be
required by the Program Administrator to submit a

<PAGE>

letter to the Company stating that the shares of Common Stock or other
securities are being acquired for investment and not with a view to the
distribution thereof. The Company shall not be obligated to sell or issue any
shares of Common Stock or other securities pursuant to the Program unless, on
the date of sale and issuance thereof, the shares of Common Stock or other
securities are either registered under the Securities Act of 1933, as amended,
and all applicable state securities laws, or exempt from registration
thereunder. All shares of Common Stock and other securities issued pursuant to
the Program shall bear a restrictive legend summarizing the restrictions on
transferability applicable thereto, including those imposed by federal and state
securities laws.

Article 13. Covenant Against Competition. The Program Administrator
shall have the right to condition the award to an employee of any option, stock
appreciation right, performance share, or stock bonus under the Program upon the
recipient's execution and delivery to the Company of an agreement not to compete
with the Company during the recipient's employment and for such period
thereafter as shall be determined by the Program Administrator. Such covenant
against competition shall be in a form satisfactory to the Program
Administrator.

Article 14. Rights Upon Termination. If a recipient of an award under
the Program ceases to be a director of the Company or to be employed by or to
provide consulting services to the Company or any Subsidiary (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Section 424(a) of the Code applies), as the case may
be, for any reason other than death or disability, then, unless any other
provision of the Program provides for earlier termination:

(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) shall terminate immediately in the
event the recipient's service or employment is terminated for cause and
in all other circumstances may be exercised, to the extent exercisable
on the date of termination, until (i) three months after the date of
termination in the case of grants under the Independent Director Plan,
and (ii) 30 days after the date of termination in all other cases;
provided, however, that the Program Administrator may, in its
discretion, allow such options or stock appreciation rights (other than
Naked Rights) to be exercised (to the extent exercisable on the date of
termination) at any time within three months after the date of
termination;

(b) subject to Section 5(b) of the SAR Plan, all Naked Rights
not payable on the date of termination of employment shall terminate
immediately;

(c) all performance share awards shall terminate immediately
unless the performance objectives have been achieved and the
performance objective period has expired; and

(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of termination.

<PAGE>

Article 15. Rights Upon Disability. If a recipient becomes disabled,
within the meaning of Section 22(e)(3) of the Code, while serving as a director
of the Company or while employed by or rendering consulting services to the
Company or any Subsidiary (or a corporation or a parent or subsidiary of such
corporation issuing or assuming a stock option in a transaction to which Section
424(a) of the Code applies), as the case may be, then, unless any other
provision of the Program provides for earlier termination:

(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised, to the extent
exercisable on the date of termination, at any time within one year
after the date of termination due to disability;

(b) all Naked Rights shall be fully paid by the Company
as of the date of disability;

(c) all performance share awards for which all performance
objectives have been achieved (other than continued employment or
service on the Vesting Date) shall be paid in full by the Company; all
other performance shares shall terminate immediately; and

(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of disability.

Article 16. Rights Upon Death of Recipient. If a recipient dies while
serving as a director of the Company or while employed by or rendering
consulting services to the Company or any Subsidiary (or a corporation or a
parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Section 424(a) of the Code applies), as the case may be,
then, unless any other provision of the Program provides for earlier
termination:

(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised by the person or
persons to whom the recipient's rights shall pass by will or by the
laws of descent and distribution, to the extent exercisable on the date
of death, at any time within one year after the date of death, unless
any other provision of the Program provides for earlier termination;

(b) all Naked Rights shall be fully paid by the Company as of
the date of death;

(d) all stock bonuses which are subject to forfeiture shall be
forfeited as of the date of death.

<PAGE>

Article 17. Transferability. Options and stock appreciation rights
granted under the Program may not be sold, pledged, assigned or transferred in
any manner by the recipient otherwise than by will or by the laws of descent and
distribution and shall be exercisable (a) during the recipient's lifetime only
by the recipient and (b) after the recipient's death only by the recipient's
executor, administrator or personal representative, provided, however that (i)
the Program Administrator may permit the recipient of a non-incentive stock
option under the Supplemental Plan to transfer the option to a family member or
a trust created for the benefit of family members and (ii) recipients of options
under the Independent Director Plan may transfer such options to a family member
or a trust created for the benefit of family members. In the case of such a
transfer, the transferee's rights and obligations with respect to the option
shall be determined by reference to the recipient and the recipient's rights and
obligations with respect to the option had no transfer been made. The recipient
shall remain obligated pursuant to Articles 10 and 12 hereunder if required by
applicable law. Common Stock which represents either performance shares prior to
the satisfaction of the stated performance objectives and the expiration of the
stated performance objective periods or stock bonus shares prior to the time
that they are no longer subject to risk of forfeiture may not be sold, pledged,
assigned or transferred in any manner.

Article 18 Change in Control. All options granted pursuant to the
Independent Director Plan shall become immediately exercisable upon the
occurrence of a Change in Control Event. With respect to other awards, the
Program Administrator shall have the authority to provide, either at the time
any option, stock appreciation right, performance share or stock bonus is
granted or thereafter, that an option or stock appreciation right shall become
fully exercisable upon the occurrence of a Change in Control Event or that all
restrictions, performance objectives, performance objective periods and risks of
forfeiture pertaining to a performance share or stock bonus award shall lapse
upon the occurrence of a Change in Control Event. As used in the Program, a
"Change in Control Event" shall be deemed to have occurred if:

(a) any person, firm or corporation acquires directly or
indirectly the Beneficial Ownership (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended) of any voting security of
the Company and, immediately after such acquisition, the acquirer has
Beneficial Ownership of voting securities representing 50% or more of
the total voting power of all the then-outstanding voting securities of
the Company;

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

<PAGE>

(c) the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company or
the Company shall consummate any such transaction if stockholder
approval is not sought or obtained, other than any such transaction
which would result in holders of outstanding voting securities of the
Company immediately prior to the transaction having Beneficial
Ownership of at least 50% of the total voting power represented by the
voting securities of the surviving entity outstanding immediately after
such transaction, with the voting power of each such continuing holder
relative to such other continuing holders being not altered
substantially in the transaction; or

(d) the stockholders of the Company shall approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or a substantial portion of the
Company's assets (i.e., 50% or more in value of the total assets of the
Company).

Article 19. Mandatory Exercise. Upon the occurrence of or in
anticipation of a contemplated Change in Control Event, the Company may give a
holder of an option or stock appreciation right written notice requiring such
person either (a) to exercise within a period of time established by the Company
after receipt of the notice each option and stock appreciation right to the
fullest extent exercisable at the end of that period, or (b) to surrender such
option or stock appreciation right or any unexercised portion thereof. Any
portion of such option or stock appreciation right which shall not have been
exercised in accordance with the provisions of the Program by the end of such
period shall automatically lapse irrevocably and the holder shall have no
further rights thereunder.

Article 20. Method of Exercise. Any holder of an option may exercise
his or her option from time to time by giving written notice thereof to the
Company at its principal office, together with payment in full for the shares of
Common Stock to be purchased. The date of such exercise shall be the date on
which the Company receives such notice. Such notice shall state the number of
shares to be purchased. The purchase price of any shares purchased upon the
exercise of any option granted pursuant to the Program shall be paid in full at
the time of exercise of the option by certified or bank cashier's check payable
to the order of the Company or, if permitted by the Program Administrator, by
shares of Common Stock which have been held by the optionee for at least six
months, or by a combination of checks and such shares of Common Stock. The
Program Administrator may, in its sole discretion, permit an optionee to make
"cashless exercise" arrangements, to the extent permitted by applicable law, and
may require optionees to utilize the services of a single broker selected by the
Program Administrator in connection with any cashless exercise. No option may be
exercised for a fraction of a share of Common Stock. If any portion of the
purchase price is paid in shares of Common Stock, those shares shall be valued
at their then Fair Market Value as determined by the Program Administrator in
accordance with Section 4 of the Incentive Plan.

Article 21. Limitation. Notwithstanding any other provision of the
Program, (a) no option may be granted pursuant to the Program more than ten
years after the date on

<PAGE>

which the Program was adopted by the Board of Directors, and (b) any option
granted under the Program shall, by its terms, not be exercisable more than ten
years after the date of grant; provided, however, that any option granted under
the Independent Director Plan shall, by its terms, not be exercisable more than
five years after the date of grant.

Article 22. Sunday or Holiday. In the event that the time for the
performance of any action or the giving of any notice is called for under the
Program within a period of time which ends or falls on a Sunday or legal
holiday, such period shall be deemed to end or fall on the next day following
such Sunday or legal holiday which is not a Sunday or legal holiday.

Article 23. Governing Law. The Program shall be governed by and
construed in accordance with the laws of the State of New Jersey.

<PAGE>

PLAN I

BARRINGER TECHNOLOGIES INC.

INCENTIVE STOCK OPTION PLAN

Section 1. General. This Barringer Technologies Inc. Incentive Stock
Option Plan ("Incentive Plan") is Part I of the Company's Program. The Company
intends that options granted pursuant to the provisions of the Incentive Plan
will qualify and will be identified as "incentive stock options" within the
meaning of Section 422 of the Code. Unless any provision herein indicates to the
contrary, the Incentive Plan shall be subject to the General Provisions of the
Program.

Section 2. Terms and Conditions. The Program Administrator may grant
incentive stock options to any person eligible under Article 4 of the General
Provisions. The terms and conditions of options granted under the Incentive Plan
may differ from one another as the Program Administrator shall, in its
discretion, determine, as long as all options granted under the Incentive Plan
satisfy the requirements of the Incentive Plan.

Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Incentive Plan shall expire on the date
determined by the Program Administrator, but in no event shall any option
granted under the Incentive Plan expire later than ten years from the date on
which the option is granted. Notwithstanding the foregoing, any option granted
under the Incentive Plan to any person who owns more than 10% of the combined
voting power of all classes of stock of the Company or a Subsidiary shall expire
no later than five years from the date on which the option is granted.

Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Incentive Plan shall not be less than the Fair Market
Value of the shares on the date of the grant of the option; except that the
option price with respect to any option granted pursuant to the Incentive Plan
to any person who owns more than 10% of the combined voting power of all classes
of stock of the Company shall not be less than 110% of the Fair Market Value of
the shares on the date the option is granted. "Fair Market Value" shall mean the
fair market value of the Common Stock on the date of grant or other relevant
date. If on such date the Common Stock is listed on a stock exchange or is
quoted on the automated quotation system of NASDAQ, the Fair Market Value shall
be the closing sale price (or if such price is unavailable, the average of the
high bid price and the low asked price) on such date. If no such closing sale
price or bid and asked prices are available, the Fair Market Value shall be
determined in good faith by the Program Administrator in accordance with
generally accepted valuation principles and such other factors as the Program
Administrator reasonably deems relevant.

Section 5. Maximum Amount of Options in Any Calendar Year. The
aggregate Fair Market Value of the Common Stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year (under the terms of

<PAGE>

the Incentive Plan and all incentive stock option plans of the Company and the
Subsidiaries) shall not exceed $100,000.

Section 6. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator with
respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment:

Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased

Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%

<PAGE>

PLAN II

BARRINGER TECHNOLOGIES INC.

SUPPLEMENTAL STOCK OPTION PLAN

Section 1. General. This Barringer Technologies Inc. Supplemental
Stock Option Plan ("Supplemental Plan") is Part II of the Company's Program. Any
option granted pursuant to the Supplemental Plan shall not be an incentive stock
option as defined in Section 422 of the Code. Unless any provision herein
indicates to the contrary, this Supplemental Plan shall be subject to the
General Provisions of the Program.

Section 2. Terms and Conditions. The Program Administrator may grant
supplemental stock options to any person eligible under Article 4 of the General
Provisions. The terms and conditions of options granted under the Supplemental
Plan may differ from one another as the Program Administrator shall, in its
discretion, determine, as long as all options granted under the Supplemental
Plan satisfy the requirements of the Supplemental Plan.

Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Supplemental Plan shall expire on the date
determined by the Program Administrator, but in no event shall any option
granted under the Supplemental Plan expire later than ten years from the date on
which the option is granted.

Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Supplemental Plan shall be determined by the Program
Administrator at the time of grant.

Section 5. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant, or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator,
with respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment or
service:

<PAGE>

Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased

Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%

<PAGE>

PLAN III

BARRINGER TECHNOLOGIES INC.

STOCK APPRECIATION RIGHTS PLAN

Section 1. General. This Barringer Technologies Inc. Stock
Appreciation Rights Plan ("SAR Plan") is Part III of the Company's Program.

Section 2. Terms and Conditions. The Program Administrator may grant
stock appreciation rights to any person eligible under Article 4 of the General
Provisions. Stock appreciation rights may be granted either in tandem with
incentive stock options or supplemental stock options as described in Section 4
of the SAR Plan, or as naked stock appreciation rights as described in Section 5
of the SAR Plan.

Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments to recipients upon exercise of stock appreciation rights
may be made in (a) cash by bank check, (b) shares of Common Stock having a Fair
Market Value (determined in the manner provided in Section 4 of the Incentive
Plan) equal to the amount of the payment, (c) a note in the amount of the
payment containing such terms as are approved by the Program Administrator, or
(d) any combination of the foregoing in an aggregate amount equal to the amount
of the payment.

Section 4. Stock Appreciation Rights in Tandem with Incentive or
Supplemental Stock Options. A SAR granted in tandem with an incentive stock
option or a supplemental stock option (each, an "Option") shall be on the
following terms and conditions:

(a) Each SAR shall relate to a specific Option or portion of
an Option granted under the Incentive Plan or the Supplemental Plan, as
the case may be, and may be granted by the Program Administrator at the
same time that the Option is granted or at any time thereafter prior to
the last day on which the Option may be exercised.

(b) A SAR shall entitle a recipient, upon surrender of the
unexpired related Option, or a portion thereof, to receive from the
Company an amount equal to the excess of (i) the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the
shares of Common Stock which the recipient would have been entitled to
purchase on that date pursuant to the portion of the Option
surrendered, over (ii) the amount which the recipient would have been
required to pay to purchase such shares upon exercise of such Option.

(c) A SAR shall be exercisable only for the same number of
shares of Common Stock, and only at the same times, as the Option to
which it relates. SARs shall be subject to such other terms and
conditions as the Program Administrator may specify.

<PAGE>

(d) A SAR shall lapse at such time as the related Option is
exercised or lapses pursuant to the terms of the Program. On exercise
of the SAR, the related Option shall lapse as to the number of shares
exercised.

Section 5. Naked Stock Appreciation Rights. SARs granted by the
Program Administrator as naked stock appreciation rights ("Naked Rights") shall
be subject to the following terms and conditions:

(a) The Program Administrator may award Naked Rights to
recipients for periods not exceeding ten years. Each Naked Right shall
represent the right to receive the excess of (i) the Fair Market Value
of one share of Common Stock (determined in accordance with Section 4
of the Incentive Plan) on the date of exercise of the Naked Right, over
(ii) the Fair Market Value of one share of Common Stock (determined in
accordance with Section 4 of the Incentive Plan) on the date the Naked
Right was awarded to the recipient.

(b) Unless otherwise provided by the Program Administrator at
the time of award or unless the installment provisions set forth herein
are subsequently accelerated pursuant to Article 18 of the General
Provisions of the Program or otherwise by the Program Administrator
with respect to any one or more previously granted Naked Rights, Naked
Rights may only be exercised to the following extent during the
following periods of employment or service:

Maximum Percentage of
Naked Rights Which
May be Purchased
Period Following
Date of Grant

Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%

(c) The Naked Rights solely measure and determine the amounts
to be paid to recipients upon exercise as provided in Section 5(a).
Naked Rights do not represent Common Stock or any right to receive
Common Stock. The Company shall not hold in trust or otherwise
segregate amounts which may become payable to recipients of Naked
Rights; such funds shall be part of the general funds of the Company.
Naked Rights shall constitute an unfunded contingent promise to make
future payments to the recipient.

<PAGE>

PLAN IV

BARRINGER TECHNOLOGIES INC.

PERFORMANCE SHARE PLAN

Section 1. General. This Barringer Technologies Inc. Performance Share
Plan ("Performance Share Plan") is Part IV of the Company's Program. Unless any
provision herein indicates to the contrary, the Performance Share Plan shall be
subject to the General Provisions of the Program.

Section 2. Terms and Conditions. The Program Administrator may grant
performance shares to any person eligible under Article 4 of the General
Provisions. Each performance share grant shall confer upon the recipient thereof
the right to receive a specified number of shares of Common Stock of the Company
contingent upon the achievement of specified performance objectives within a
specified performance objective period including, but not limited to, the
recipient's continued employment or service as a consultant through the period
set forth in Section 5 of this Performance Share Plan. At the time of an award
of a performance share, the Program Administrator shall specify the performance
objectives, the performance objective period or periods and the period of
duration of the performance share grant. Any performance shares granted under
this Plan shall constitute an unfunded promise to make future payments to the
affected person upon the completion of specified conditions.

Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments of performance shares may be made in (a) shares of
Common Stock, (b) a check in an amount equal to the Fair Market Value
(determined in the manner provided in Section 4 of the Incentive Plan) of the
shares of Common Stock to which the performance share award relates, (c) a note
in the amount specified above in Section 3(b) containing such terms as are
approved by the Program Administrator, or (d) any combination of the foregoing
in the aggregate amount equal to the amount specified above in Section 3(b).

Section 4. Performance Objective Period. The duration of the period
within which to achieve the performance objectives shall be determined by the
Program Administrator. The period may not be less than one year nor more than
ten years from the date that the performance share is granted. The Program
Administrator shall determine whether performance objectives have been met with
respect to each applicable performance objective period. Such determination
shall be made promptly after the end of each applicable performance objective
period, but in no event later than 90 days after the end of each applicable
performance objective period. All determinations by the Program Administrator
with respect to the achievement of performance objectives shall be final,
binding on and conclusive with respect to each recipient.

Section 5. Vesting of Performance Shares. Unless otherwise provided by
the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator, with respect to any one or more previously granted

<PAGE>

performance shares, the Company shall pay to the recipient on the date set forth
in Column 1 below ("Vesting Date") the percentage of the recipient's performance
share award set forth in Column 2 below.

Column 1 Column 2
Vesting Date Percentage

1 year from Date of Grant 25%
2 years from Date of Grant 25%
3 years from Date of Grant 25%
4 years from Date of Grant 25%

<PAGE>

PLAN V

BARRINGER TECHNOLOGIES INC.

STOCK BONUS PLAN

Section 1. General. This Barringer Technologies Inc. Stock Bonus Plan
("Stock Bonus Plan") is Part V of the Company's Program. Unless any provision
herein indicates to the contrary, the Stock Bonus Plan shall be subject to the
General Provisions of the Program.

Section 2. Terms and Conditions. The Program Administrator may grant
bonuses in the form of shares of Common Stock to any person eligible under
Article 4 of the General Provisions. Each such stock bonus shall be forfeited by
the recipient in the event that the recipient's employment by or service as a
director or consultant to the Company or any Subsidiary terminates within the
time periods specified in Section 3 of the Stock Bonus Plan or within such other
time period as the Program Administrator also may provide at the time of grant.
The Program Administrator also may provide at the time of grant that the Common
Stock subject to the stock bonus shall be forfeited by the recipient upon the
occurrence of other events.

Section 3. Forfeiture of Bonus Shares. Unless otherwise provided by
the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator with respect to any one or more previously granted bonus shares,
the percentage set forth in Column 2 below of shares of Common Stock issued as a
stock bonus shall be forfeited and transferred back to the Company by the
recipient without payment of any consideration from the Company if the
recipient's employment by or service as a director or consultant to the Company
or any Subsidiary is terminated for any reason during the time periods specified
in Column 1 below:

Column 1 Column 2
Employment or Service Percentage of Bonus
Terminated Within Shares Which are Forfeitable

First 12 months after grant 100%
First 24 months after grant 75%
First 36 months after grant 50%
First 48 months after grant 25%
Beyond 48 months after grant 0%

Section 4. Rights as a Stockholder; Stock Certificates. A recipient
shall have rights as a stockholder with respect to any shares of Common Stock
received as a stock bonus represented by a stock certificate issued in his name
even though all or a portion of such shares remains subject to a risk of
forfeiture hereunder, except that shares subject to forfeiture shall not

<PAGE>

be transferable. Stock certificates representing such shares which remain
subject to forfeiture together with a related stock power shall be held by the
Company, and shall be canceled and returned to the Company's treasury if
thereafter forfeited. Stock certificates representing such shares which are
vested and no longer subject to forfeiture shall be delivered to the recipient.

<PAGE>

PLAN VI

BARRINGER TECHNOLOGIES INC.

INDEPENDENT DIRECTOR PLAN

Section 1. General. This Barringer Technologies Inc. Independent
Director Plan ("Independent Director Plan") is Part VI of the Company's Program.
Any option granted pursuant to this Independent Director Plan shall not be an
incentive stock option as defined in Section 422 of the Code. Unless any
provision herein indicates to the contrary, this Independent Director Plan shall
be subject to the General Provisions of the Program.

Section 2. Terms and Conditions. Every year on the earlier of (i) the
date of the Company's annual meeting of stockholders, and (ii) June 1, the
Company shall grant to each Independent Director (as defined below) elected as a
director at such annual meeting (or nominated for election as a director by the
Board of Directors or any nominating committee thereof in the event that such
annual meeting does not occur prior to June 1), or, in the event that the Board
of Directors is divided into two or more classes, continuing or expected to
continue to serve as a director of the Company following such annual meeting, an
option to purchase 3,000 shares of Common Stock. As used in the Independent
Director Plan, the term "Independent Director" means any member of the Board of
Directors who, as of the relevant date of determination, has not been a
full-time employee of the Company or any Subsidiary for at least twelve months
preceding such date.

Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Independent Director Plan shall expire five
years from the date on which the option is granted. In addition, each option
shall be subject to early termination as provided in the Independent Director
Plan.

Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Independent Director Plan shall be the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the shares of
Common Stock to which the option relates.

Section 5. Exercise of Options.

(a) Options granted under the Independent Director Plan shall
become fully exercisable as to 100% of the shares of Common Stock covered
thereby one year after the date of grant, subject to acceleration as set forth
in Article 18 of the General Provisions of Stock Compensation Program.

(b) Except as provided in the General Provisions of Stock
Compensation Program, no option may be exercised unless the holder thereof is
then a director of the Company.

<PAGE>

(c) Other than as provided in the General Provisions of Stock
Compensation Program, options granted under the Independent Director Plan shall
not be affected by any change of duties or position so long as the holder
continues to be a director of the Company.