Imagine that...BoD members received no compensation and a bonus received was based on specified performance criteria.

Def 14A -1996

SUMMARY COMPENSATION TABLE

Long-Term Compensation

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

Annual Compensation Awards Payouts

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

(a) (b) (c) (d) (e) (f) (g) (h) (i)

Name and Restricted No. of ($)

Principal ($) ($) ($) Stock Options LTIP All Other($)

Position Year Salary Bonus Other Awards($) & SARs Payouts Compensation

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

Elwood G. Norris 1995 $ 43,599 Nil None None None None None

President and CEO(1) 1994 $ 42,000 $10,000 None None None None $1,875,000(2)

Helmut Falk, Chairman 1995 $104,069 Nil None None None None None

President and CEO(3)

(1) Mr. Norris served as CEO from 1989 to June 1994, upon the

appointment of Mr. Falk as Chairman, President and CEO. He was

reappointed President and CEO on June 5, 1995 due to Mr. Falk's

illness.

OPTION GRANTS

No stock options were granted during fiscal 1995 pursuant to the

Company's 1992 Incentive Stock Option Plan (the "ISO Plan"), the 1992

Non-Statutory Stock Option Plan ("NSO Plan") or any other plan, or otherwise, to

the Named Officers reflected in the Summary Compensation Table shown above. No

options were exercised by Named Officers during the fiscal year ended May 31,

1995. The Named Officers had no outstanding unexercised options at May 31, 1995.

Effective October 1, 1995, the Company established the 1995 Employee Stock

Compensation Plan authorizing the grant of up to 250,000 common shares to

provide a further means to support and increase the Company's ability to

attract, retain and compensate persons in the development and success of the

Company. Executive officers and directors are not eligible to receive shares

under this plan. Through February 29, 1996 the Company had awarded 175,000

common shares pursuant to this plan.

The Company has no stock appreciation rights (SAR) plan in place and

has not awarded SAR's to any person. The Company has no long-term incentive

plans, as that term is defined in the rules and regulations of the Securities

and Exchange Commission; however, see "Certain Transactions" below in connection

with a $50,000 cash bonus payable to Mr. Elwood G. Norris upon successful

demonstration of a prototype ground and penetrating radar device meeting certain

specified performance criteria. During the fiscal year ended May 31, 1995, the

Company did not amend or reprice the exercise price of any stock options granted

to any executive officer.

COMPENSATION OF DIRECTORS

The Company does not directly or indirectly compensate and has not

compensated any person for serving as a director of the Company. The Company

will, however, reimburse out-of-pocket expenses of directors incurred in

attending directors' or committee meetings