RESTRICTED ACCOUNT AGREEMENT,

                           Exhibit 10.9

                   RESTRICTED ACCOUNT AGREEMENT

     This Restricted Account Agreement (this "Agreement") is entered into this

25th day of June 2004, by and among NORTH FORK BANK, a New York banking

corporation with offices at 275 Broadhollow Road, Melville, New York 11747

(together with its successors and assigns, the "Bank"), DATALOGIC

INTERNATIONAL, INC., a Delaware corporation with offices at 18301 Von Karman,

Suite 250, Irvine, California 92612 (together with its successors and assigns,

the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation

with offices at 825 Third Avenue, 14th Floor, New York, New York 10022

(together with its successors and assigns, "Laurus").  Unless otherwise

defined herein, capitalized terms used herein shall have the meaning provided

such terms in the Purchase Agreement referred to below.

     WHEREAS, Laurus has provided financing to the Company, which financing is

evidenced by a Securities Purchase Agreement (as amended, modified or

supplemented from time to time, the "Purchase Agreement") and the Related

Agreements referred to therein;

     WHEREAS, the Company and Laurus have retained the Bank to provide certain

services with respect to the Restricted Account (as defined below); and

     WHEREAS, the Company and Laurus have agreed that an amount of cash equal

to $1,250,000 shall be deposited by Laurus on behalf of the Company by wire

transfer of immediately available funds into the Restricted Account, which

cash shall be held by the Bank for the benefit of Laurus, as security for the

Company's and its Subsidiaries' obligations under the Purchase Agreement and

the Related Agreements.  For the purposes of this Agreement, the "Restricted

Account" shall mean that certain deposit account (as defined in Section 9-102

of the Uniform Commercial Code as in effect in the State of New York on the

date hereof)  described on Exhibit B hereto, which Restricted Account shall be

maintained at the Bank and shall be in the sole dominion and control of

Laurus; 

     NOW THEREFORE, in consideration of the mutual promises contained herein

and for other good and valuable consideration the sufficiency of which is

hereby acknowledged, the parties hereto agree as follows:

     1.   The Bank is hereby authorized to accept for deposit into the

Restricted Account the sum of $1,250,000.  The Bank hereby agrees to hold any

and all monies, and other amounts from time to time on deposit and/or held in

the Restricted Account for the benefit of the Laurus and shall not release any

monies held in the Restricted Account until such time as the Bank shall have

received a notice from Laurus substantially in the form attached hereto as

Exhibit A (a "Release Notice").  Following the receipt of a Release Notice

from Laurus, the Bank agrees to promptly disburse the amount of cash referred

to in such Release Notice to such account as Laurus shall determine in its

sole discretion.  The Bank hereby agrees that it will only comply with written

instructions originated by Laurus directing disposition of funds in the

Restricted Account.  The Company hereby irrevocably authorizes the Bank to

comply with any and all instructions given to the Bank by Laurus with respect

to the Restricted Account without further consent by the Company.  The Bank,

the Company and Laurus agree that the Restricted Account is in Laurus' sole

dominion and control.

     2.   Each of the Company, Laurus and the Bank hereby agrees that the

Restricted Account shall not be closed, and the account name and account

number in respect thereof shall not be changed, in any case, without the

consent of the Laurus, except as specifically provided for in Section 9 below.

     3.    The Bank hereby subordinates any claims and security interests it

may have against, or with res