EX-10.1 CONTRIBUTION AND INVESTMENT AGREEMENT

Exhibit 10.1

CONTRIBUTION AND INVESTMENT AGREEMENT

     This Contribution and Investment Agreement (“Investment Agreement”), dated November 20, 2005, is by and among JJJ-RT, LLC (“JJJ-RT”), whose address is 30700 Carter Street, Solon, OH 44139, Sentex Sensing Technologies, Inc. (“Sentex”) whose address is 1801 East 9 ^th St Suite 1501, Cleveland, OH 44114, Regency Technology, Ltd (“Regency”), an Ohio limited liability company and wholly owned subsidiary of Sentex, and Regency Acquisition, LLC, a wholly owned limited liability company of Regency (“New LLC”).

(A) CONTRIBUTION OF REGENCY BUSINESS

     Regency hereby contributes all of its right, title and interest in and to all of its assets to New LLC, and New LLC hereby assumes all of the obligations of Regency (whether known or unknown) (other than all amounts due from the loan from Robert S. Kendall in the principal amount of $200,000 and inter-company accounts payable and receivable between Regency and Sentex in the amount of $47,000) and agrees to discharge all such obligations as and when they become due. Regency will execute all necessary and proper documents in order to assign and transfer good and marketable title of such assets.

(B) INVESTMENTS

     JJJ-RT will make an investment in New LLC in the aggregate amount of up to $800,000 (the “Investment”) under the following terms and conditions:

     (1) Funds will be invested at such times as the executive management of New LLC determines such funds are necessary within the terms and condition of this Section (B) and make a request for such funds from JJJ-RT.

     (2) JJJ-RT can purchase a 1% equity interest for each $10,000 investment in New LLC; provided that until the earlier of (a) any time at which Sentex or one of its operating subsidiaries is actively carrying on another trade or business, or (b) January 31, 2006 (the “Event Date”), JJJ-RT may not acquire more than 50% of the equity interests in New LLC.

     (3) If the executive management determines that more than $500,000 in funds are required to be invested in New LLC prior to the Event Date, then such funds may be invested in New LLC as a loan, which principal amount of the loan may be converted into equity interests of New LLC after the Event Date at a rate of 1% of an equity interest for each $10,000 of principal that is converted. Upon conversion of any such loans, all accrued interest on that portion of the converted principal will be forgiven.

     (4) JJJ-RT may not purchase more than 80% of equity interests in New LLC, whether by a direct investment in cash or upon conversion of any loans under the terms of this Section (B).

     (5) Nothing in this Section (B) is intended to prohibit JJJ-RT from making or proposing to make other investments in New LLC that are agreed or consented to by Regency.

(C) OTHER AGREEMENTS

(1) As soon as practicable after the closing, the name of New LLC will be changed to “Regency Technologies, Ltd.” and the name of Regency will be changed to “RT Holding, LLC.”

(2) New LLC will enter into a note with Julius Hess to provide for the repayment of any remaining loans outstanding with Julius Hess. The note shall bear interest at 0% for three months, and then at prime thereafter, and be payable in not more than 6 monthly installments beginning December 1, 2005, pre-payable without penalty and to mature May 1, 2006.

(3) At this closing, Sentex will assign, and New LLC will assume, with the consent of NCP Capital Partners, the lease for the premises at 3700 Carter St., Suite F, Solon, OH 44139, pursuant to the Assignment attached hereto as Exhibit 1.

(4) At this closing the Operating Agreement of New LLC in the form attached hereto as Exhibit 2 will be executed and delivered by both parties.

(D) REPRESENTATIONS AND WARRANTIES OF REGENCY AND SENTEX

(1) STATUS OF REGENCY AND SENTEX

     Regency is a validly existing Ohio limited liability company, and has all necessary authority to own its properties and carry on its business, including but not limited to the transaction contemplated by this Investment Agreement.

     Sentex is a New Jersey corporation in good standing, and has all necessary authority to own its properties and carry on its business, including but not limited to the transaction contemplated by this Investment Agreement.

(2) AUTHORITY AND VALIDITY

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