ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT (this ?Agreement?) dated as of October 1, 2005 between ICX TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as the ?Company? and collectively with its subsidiaries and affiliates as the ?Company Group?), and, WEXFORD CAPITAL LLC, a Connecticut limited liability company (hereinafter referred to as ?Wexford?).

WITNESSETH

WHEREAS, the Company wishes to retain Wexford to undertake certain administrative functions of the business of the Company Group on the terms and conditions set forth herein and Wexford agrees to provide such administrative functions;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and legal sufficiency of which the parties hereby acknowledge, the parties agree as follows:

1. Retention of Wexford. Wexford hereby agrees to provide the Company Group with, and the Company hereby retains Wexford to perform, those administrative services as may be reasonably requested from time to time by an executive officer of the Company and approved by Wexford, including, without limitation, any of the following services:

(a) corporate accounting, bookkeeping and internal controls;

(b) cash management, cash disbursements and payment services, and strategic financial planning;

(c) legal assistance and corporate secretary services;

(d) provision of office space and document processing, secretarial, photocopying, telephone, facsimile and similar services; and

(e) such other services as the Company Group may request.

1

2. Duties and Services of Wexford.

(a) Employees. Wexford shall cause the employees of Wexford (the ?Employees?) to devote such time and effort to the business of the Company Group as shall be reasonably necessary to perform the duties and services contemplated hereby; provided, however, that the Employees shall not be precluded from engaging in other business activities. The Employees shall not receive any additional compensation from the Company Group for the services provided pursuant to this Agreement; provided, however, that Wexford shall be reimbursed for the provision of the Employees pursuant to Section 4 hereof. All duties and services of the Employees shall be rendered at the offices of Wexford, subject to reasonable travel requirements.

Unless otherwise expressly provided for in this Agreement, all matters pertaining to the employment of the Employees are the sole responsibility of Wexford, which shall in all respects be the employer of such Employees. At no time shall the employees of Wexford, any independent contractors engaged by Wexford and/or the employees of any such independent contractors be considered employees of the Company Group. Wexford shall be responsible for complying with all federal, state and local labor and tax laws and regulations with respect to its employees. This Agreement is not one of agency between Wexford and any entity of the Company Group, but one with Wexford engaged independently in the business of providing administrative services as an independent contractor. All employment arrangements are therefore solely Wexford?s concern, and no entity of the Company Group shall have any liability with respect thereto except as otherwise expressly set forth herein.

(b) Cash Management. If requested by the Company, Wexford shall invest the designated cash and liquid assets of the Company Group (the ?Designated Funds?). Following the date of this Agreement, the Company may deliver to Wexford written investment policies (the ?Investment Policy?). Wexford shall invest the Designated Funds in accordance with the Investment Policy and sound management practices. Pending receipt of the Investment Policy or in the absence of an Investment Policy, Wexford shall invest the Designated Funds in accordance with sound management practices. For the purpose of investing the Designated Funds, Wexford shall accept and act upon the oral instructions of the Chief Financial Officer or the then acting Chief Financial Officer of the Company. Wexford will confirm all oral investment instructions in writing within three business days.

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