COMPUDYNE CORP
AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a4754796ex991.txt
<DESCRIPTION>AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT
<TEXT>

                                                          [LOG0 OMITTED] PNCBank


AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT

         THIS  AMENDMENT  TO  AMENDED  AND  RESTATED   CREDIT   AGREEMENT  (this
"AMENDMENT")  is made  and  effective  as of  October  29,  2004,  by and  among
COMPUDYNE  CORPORATION (the "BORROWER"),  the GUARANTORS party to this Amendment
and the Credit Agreement referred to below (collectively, the "GUARANTORS"), the
BANKS  party  to this  Amendment  and the  Credit  Agreement  referred  to below
(collectively  and together with the Agent, the "BANKS") and PNC BANK,  NATIONAL
ASSOCIATION,  individually  and in its capacity as agent for the Banks under the
Credit Agreement referred to below (hereinafter  referred to in such capacity as
the "AGENT").

                                   WITNESSETH:

         WHEREAS,  reference is made to that certain Amended and Restated Credit
Agreement dated March 31, 2004 by and among the Borrower,  the Guarantors  party
thereto,  the Banks  party  thereto  and the Agent (as the same may be  amended,
restated,  supplemented  or modified from time to time, the "CREDIT  AGREEMENT")
pursuant  to which  the Banks  made  available  to the  Borrower  a  $10,000,000
original  principal amount  revolving  credit facility  (including an $8,000,000
letter  of  credit  subfacility  and a  $500,000  swing  line  of  credit)  (the
"REVOLVING  CREDIT  FACILITY A") and a  $15,000,000  original  principal  amount
revolving  credit facility (the  "REVOLVING  CREDIT FACILITY B"), and (ii) those
Notes of the Borrower  evidencing its obligations under the Credit Agreement and
the Loan  Documents,  comprised of (A) a Fourth  Amended and Restated  Revolving
Credit Note  (Revolving  Credit  Facility A) in the stated  principal  amount of
$7,600,000 in favor of PNC Bank, National  Association dated March 31, 2004 (the
"PNC  REVOLVING  CREDIT  FACILITY A NOTE"),  (B) a Fourth  Amended and  Restated
Revolving  Credit Note  (Revolving  Credit  Facility B) in the stated  principal
amount of $11,400,000 in favor of PNC Bank, National Association dated March 31,
2004 (the "PNC REVOLVING  CREDIT FACILITY B NOTE"),  (C) an Amended and Restated
Revolving  Credit Note  (Revolving  Credit  Facility A) in the stated  principal
amount of  $2,400,000  in favor of SunBank  (now,  by merger,  Omega Bank) dated
March 31, 2004 (the "OMEGA BANK  REVOLVING  CREDIT  FACILITY A NOTE") and (D) an
Amended and Restated  Revolving Credit Note (Revolving Credit Facility B) in the
stated  principal  amount of  $3,600,000  in favor of Omega Bank dated March 31,
2004 (the "OMEGA BANK REVOLVING  CREDIT  FACILITY B NOTE") (as the foregoing may
be  amended,   restated,   supplemented  or  substituted   from  time  to  time,
collectively, the "EXISTING NOTES");

         WHEREAS, the Borrower,  the Guarantors,  the Agent and the Banks desire
to amend the Credit  Agreement to provide for the  expiration  of the  Revolving
Credit  Facility B, the assignment of Omega Bank's  Revolving  Credit Facility A
commitment to PNC Bank, National  Association  (whereby PNC will become the sole
lender under Revolving Credit Facility A), the modification of certain financial
covenants, the waiver of an existing covenant violation, the addition of certain
new  covenants  and the amendment of the pricing grid for the Loans on the terms
and conditions set forth herein as provided for below; and

         WHEREAS,  in connection with this Amendment,  the Borrower will execute
and deliver to PNC Bank,  National  Association  its Fifth  Amended and Restated
Revolving  Credit Note  (Revolving  Credit  Facility A) in the stated  principal
amount of $10,000,000 in  substitution  for the PNC Revolving  Credit Facility A
Note and the Omega Bank Revolving Credit Facility A Note (the "NOTE").

<PAGE>


         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained and intending to be legally bound hereby,  the parties hereto agree as
follows:

1.       AMENDMENTS TO CREDIT AGREEMENT.  The Credit Agreement is amended as set
         forth in EXHIBIT A. Any and all  references to the Credit  Agreement in
         the Note or any of the other Loan Documents shall be deemed to refer to
         the Credit Agreement as amended hereby. Any initially capitalized terms
         used in this  Amendment  without  definition  shall  have the  meanings
         assigned to those terms in the Credit Agreement.

2.       INCORPORATION   INTO  CREDIT   AGREEMENT.   This  Amendment  is  deemed
         incorporated into the Note and the other Loan Documents.  To the extent
         that  any  term or  provision  of this  Amendment  is or may be  deemed
         expressly inconsistent with any term or provision in any Loan Document,
         the terms and provisions hereof shall control.

3.       REPRESENTATIONS.  In order to  induce  the Banks and the Agent to enter
         into this Amendment and agree to the transactions herein specified, the
         Borrower and the Guarantors represent and warrant as follows:

                  (a)   All   corporate   and   other   actions,   consents   or
         authorizations which may be necessary or appropriate for the execution,
         delivery of and  compliance  with this  Amendment and all documents and
         instruments  herein set forth have been taken or  obtained.  Upon their
         execution and  delivery,  this  Amendment and such other  documents and
         instruments  will constitute the valid and legally binding  obligations
         of the Borrower and the  Guarantors,  enforceable  against the Borrower
         and the Guarantors in accordance with their respective terms.

         (c)      As of the date hereof,  no Event of Default (as defined in the
                  Credit  Agreement) or any event,  fact or circumstance  which,
                  with the  passage of time or the  giving of  notice,  or both,
                  would  constitute  an Event of Default,  has  occurred  and is
                  continuing,  other than the existing covenant violation waived
                  by Section 10 of this Amendment.

         (d)      All  representations  and  warranties  of the Borrower and the
                  Guarantors  to the  Agent  and the  Banks as set  forth in the
                  Credit Agreement and each of the Loan Documents (as defined in
                  the Credit  Agreement)  are true and  correct in all  material
                  respects as of the date hereof as if fully set forth herein at
                  length  (except to the extent  that such  representations  and
                  warranties  relate expressly to an earlier date, in which case
                  such  representations and warranties shall be true and correct
                  in all materials respects as of such earlier date).

         (e)      The Borrower has no defense, set-off, claim or counterclaim to
                  or against,  or with  respect to, full and prompt  payment and
                  performance  by Borrower of all of Borrower's  Obligations  to
                  Agent or any of the Banks under the Credit Agreement and under
                  the Loan Documents as of the date hereof.

                                      -2-
<PAGE>

4.       COLLATERAL CONFIRMATION. The Borrower and the Guarantors hereby confirm
         that any collateral for the  Obligations,  including but not limited to
         liens,  security  interests,  mortgages,  and  pledges  granted  by the
         Borrower,  the  Guarantors  or third  parties  (if  applicable),  shall
         continue unimpaired and in full force and effect.

5.       GUARANTOR REAFFIRMATION.  The Guarantors hereby affirm, acknowledge and
         agree that their respective  guaranty agreements continue in full force
         and effect with respect to the Obligations,  as modified and amended by
         this  Amendment,  and  the  Note  As of the  date  hereof,  none of the
         Guarantors has any defense,  offset or counterclaim to full performance
         and  observance  of their  respective  liabilities  under the  guaranty
         agreements as reaffirmed hereby. Each Guarantor hereby acknowledges and
         affirms  that  it  has  and  will  continue  to  realize  tangible  and
         significant direct economic benefit from the transactions  described in
         the Credit  Agreement,  as amended hereby,  the Note and the other Loan
         Documents and hereby  irrevocably and  unconditionally  acknowledge the
         receipt  of good  and  valuable  consideration  for the  execution  and
         delivery of their respective guaranty agreements.

6.       RELEASE OF AGENT AND BANKS. As additional consideration for the Agent's
         and the Banks'  entering  into this  Amendment,  the  Borrower and each
         Guarantor  hereby  fully  and  unconditionally   releases  and  forever
         discharges the Agent and the Banks, their respective agents, employees,
         directors,  officers, attorneys,  branches,  affiliates,  subsidiaries,
         successors  and  assigns  and  all  persons,  firms,  corporations  and
         organizations acting on any of their respective behalves (the "Released
         Parties")  of and  from  any  and  all  claims,  liabilities,  demands,
         obligations,  damages,  losses, actions and causes of action whatsoever
         which  the  Borrower  or any  Guarantor  may now  have or claim to have
         against the Agent or any Bank or any other  Released  Parties as of the
         date hereof,  whether  presently known or unknown and of any nature and
         extent whatsoever,  including,  without limitation, on account of or in
         any way  affecting,  concerning  or arising out of or founded  upon the
         Credit  Agreement,  this  Amendment  or  any  of  the  Loan  Documents,
         including  but not  limited  to all  such  loss or  damage  of any kind
         heretofore sustained or that may arise as a consequence of the dealings
         between the parties up to and including the date hereof,  including but
         not limited to, the  administration  or enforcement  of the Loans,  the
         Existing  Notes,  the  Obligations  or any of the Loan  Documents.  The
         obligations of the Borrower and the Guarantors under the Loan Documents
         and this Amendment shall be absolute and unconditional and shall remain
         in full force and effect  without regard to, and shall not be released,
         discharged or in any way affected by:

                           (i) any exercise or nonexercise of any right, remedy,
                  power or privilege under or in respect of this Amendment,  any
                  Loan Document,  any document  relating to or evidencing any of
                  the Agent's or any Bank's liens or applicable law,  including,
                  without  limitation,  any  waiver  (other  than the waiver and
                  release set forth in Section 10 of this  Amendment),  consent,
                  extension,  indulgence  or other action or inaction in respect
                  thereof; or

                           (ii) any other act or thing or  omission  or delay to
                  do any  other  act or thing  which  could  operate  to or as a
                  discharge of the Borrower or any Guarantor as a matter of law,
                  other than payment in full of all Obligations,  including, but
                  not limited to, all  obligations  under the Loan Documents and
                  this Amendment.

The Borrower and each of the Guarantors  further agree to indemnify and hold the
Agent and the Banks and their respective officers, directors,  attorneys, agents
and employees  harmless from any loss,  damage,  judgment,  liability or expense
(including  attorneys'  fees)  suffered by or rendered  against the Agent or the
Banks,  or any of them,  on account of any claims  arising out of or relating to
the Obligations. The Borrower and each of the Guarantors further state that they
have  carefully  read the  foregoing  release and  indemnity,  know the contents
thereof and grant the same as their own free act and deed.


                                      -3-
<PAGE>


7.       COUNTERPARTS. This Amendment may be signed in any number of counterpart
         copies and by the parties hereto on separate counterparts, but all such
         copies shall constitute one and the same instrument.

8.       BINDING  EFFECT.  This  Amendment will be binding upon and inure to the
         benefit of the Borrower,  the  Guarantors,  the Banks and the Agent and
         their  respective  heirs,  executors,  administrators,  successors  and
         assigns.

9.       ADDITIONAL  CONDITIONS  AND  COVENANTS.  The following  agreements  and
         covenants constitute  additional and substantial  consideration for the
         Banks'  agreement to effect the waiver and the amendments to the Credit
         Agreement set forth herein:

         (a)      The Borrower shall  reimburse the Agent for its reasonable out
                  of pocket fees and expenses  incurred in connection  with this
                  Amendment,  including,  without limitation,  its attorney fees
                  and expenses.

         (b)      The  Borrower  shall  pay to the  Agent  an  amendment  fee of
                  $15,000.

         (c)      The  Borrower,  Omega Bank,  as successor to SunBank,  and the
                  Agent shall have entered into such  assignment  and assumption
                  agreements  as may be  necessary to transfer and assign to PNC
                  Bank  all  of  Omega  Bank's   Revolving   Credit  Facility  A
                  Commitment.

         (d)      The Borrower shall have executed and delivered to PNC Bank the
                  original  Note in form and  substance  acceptable to PNC Bank;
                  provided  that,  on or after the date hereof  Omega Bank shall
                  return  to the Agent its Omega  Revolving  Credit  Facility  A
                  Note.  The Agent  shall then  promptly  deliver  its  existing
                  Revolving  Credit  Facility A Note  together with Omega Bank's
                  Revolving   Credit   Facility  A  Note  to  the  Borrower  for
                  cancellation.

         (e)      The  Borrower  and the  Guarantors  shall  execute  such other
                  reaffirmation  documents and other documents,  instruments and
                  agreements  that the  Agent may  request  from time to time in
                  order to evidence, ratify and affirm its obligations under the
                  Credit Agreement and the other Loan Documents and the security
                  interests, liens and pledges effected thereby.

10.      COVENANT   VIOLATION   WAIVER.  In  consideration  for  agreements  and
         covenants of the  Borrower and the  Guarantors  set forth  herein,  the
         Agent and the Banks  hereby  grant a waiver of the  following  covenant
         violation  under the Credit  Agreement  existing as of the date hereof,
         and the Agent and the Banks  hereby  further  agree  that they will not
         exercise  any  remedies  or rights to which  they  might  otherwise  be
         entitled  under the Loan  Documents  solely with  respect to or arising
         from such covenant violation:

                  Failure of the  Borrower to maintain a Fixed  Charge  Coverage
         Ratio of not less than 1.50 to 1.0 as of September 30, 2004.

         Except as expressly  set forth in the foregoing  sentence,  this waiver
         shall not constitute (a) a modification  or an alteration of any of the
         terms,  conditions  or covenants of the Credit  Agreement or any of the
         Loan Documents,  all of which remain in full force and effect, or (b) a
         waiver,  release or limitation  upon the Agent's or the Banks' exercise
         of any of their rights and remedies thereunder, all of which are hereby
         expressly  reserved.  This  waiver  shall not  relieve or  release  the
         Borrower  or the  Guarantors  in any way from  any of their  respective
         duties, obligations, covenants or agreements under the Credit Agreement
         or the other Loan  Documents or from the  consequences  of any covenant
         violations  or any other  Event[s]  of  Default  thereunder,  except as
         expressly set forth above.  This waiver shall not obligate the Agent or
         the Banks,  or be  construed  to require the Banks,  to waive any other
         covenant or any Event[s] of Default or  defaults,  whether now existing
         or which may occur after the date of this waiver.

                                      -4-

<PAGE>

11.      REPRESENTATION  BY COUNSEL.  The Borrower and each Guarantor  represent
         and warrant that they are  represented by legal counsel of their choice
         and  that  their  counsel  has  had  the  opportunity  to  review  this
         Amendment,  that they are fully aware of the terms contained herein and
         that they have  voluntarily and without  coercion or duress of any kind
         or nature  whatsoever  entered into this  Amendment.  The provisions of
         this  Amendment  shall  survive  the  execution  and  delivery  of this
         Amendment.

12.      LIMITATION  ON DAMAGES.  NEITHER  THE AGENT,  ANY BANK NOR ANY AGENT OR
         ATTORNEY  FOR OR OF THE  AGENT  OR ANY  BANK  SHALL  BE  LIABLE  TO THE
         BORROWER OR ANY GUARANTOR FOR ANY INDIRECT,  SPECIAL,  CONSEQUENTIAL OR
         PUNITIVE  DAMAGES  ARISING FROM ANY BREACH OF  CONTRACT,  TORT OR OTHER
         WRONG RELATING TO THE  ESTABLISHMENT,  ADMINISTRATION  OR COLLECTION OF
         THE  OBLIGATIONS,  AS  DEFINED  IN ANY LOAN  DOCUMENT  OR THE ACTION OR
         INACTION  OF THE  AGENT OR ANY BANK OR THE  BORROWER  OR ANY  GUARANTOR
         UNDER THIS AMENDMENT OR ANY LOAN DOCUMENT OR OTHERWISE.

13.      RATIFICATION OF LOAN DOCUMENTS. Except as waived or amended hereby, the
         terms and provisions of the Loan Documents remain unchanged and in full
         force and  effect,  and are hereby  ratified  and  affirmed.  Except as
         expressly  provided  herein,  this  Amendment  shall not  constitute an
         amendment,  waiver, consent or release with respect to any provision of
         any  Loan  Document,  a waiver  of any  default  or  Event  of  Default
         thereunder,  or a waiver or  release  of any of the  Banks'  rights and
         remedies (all of which are hereby  reserved).  THE BORROWER AND EACH OF
         THE GUARANTORS  EXPRESSLY RATIFY AND CONFIRM THE CONFESSION OF JUDGMENT
         (IF  APPLICABLE) AND WAIVER OF JURY TRIAL  PROVISIONS  CONTAINED IN THE
         LOAN  DOCUMENTS AS IF SET FORTH HEREIN IN THEIR ENTIRETY AS OF THE DATE
         HEREOF.





                     [THIS SPACE INTENTIONALLY LEFT BLANK -
                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]

<PAGE>




                         [SIGNATURE PAGE TO AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT]

WITNESS the due execution hereof as of the day and year first above written.



COMPUDYNE CORPORATION,                          QUANTA SYSTEMS CORPORATION,
a Nevada corporation                            a Connecticut corporation


By:                                             By:
   ------------------------------------            ---------------------------
Title:  CFO-Treasurer                           Title:  Vice President


CORRLOGIC, INC.,                                PNC BANK, NATIONAL ASSOCIATION,
a Nevada corporation                            as a Bank and as Agent


By:                                             By:
   ------------------------------------            ---------------------------
Title: Vice President                           Title:  Vice President


FIBER SENSYS, INC.,                             OMEGA BANK, successor by merger
an Oregon corporation                           to SUNBANK, as a Bank


By:                                             By:
   ------------------------------------            ---------------------------
Title: Vice President                           Title:
                                                     --------------------------

TIBURON, INC., formerly NEW TIBURON, INC.
a Virginia corporation


By:
   ------------------------------------
Title: Vice President


NORMENT SECURITY GROUP, INC.,
a Delaware corporation


By:
   ------------------------------------
Title: Vice President


NORSHIELD CORPORATION,
an Alabama corporation


By:
   ------------------------------------
Title: Vice President



<PAGE>



                         AMENDMENTS TO CREDIT AGREEMENT

                                    EXHIBIT A



         The Credit Agreement is hereby amended as follows:

                  I.       BACKGROUND TO AMENDMENT

                  The Borrower, the Guarantors, the Banks and the Agent desire
to amend the Credit Agreement to provide for the expiration and termination of
the Revolving Credit Facility B, the assignment of Omega Bank's Revolving Credit
Facility A Commitment to PNC Bank (whereby PNC Bank will become the sole lender
under Revolving Credit Facility A), the modification of certain financial
covenants, the waiver of an existing covenant violation, the addition of certain
new covenants and the amendment of the pricing grid for the Loans.

                  II.      CREDIT AGREEMENT AMENDMENTS

         (A) SECTION 1.1 IS AMENDED TO ADD THE FOLLOWING NEW DEFINITIONS IN THE
APPROPRIATE ALPHABETICAL ORDER:

                  ANTI-TERRORISM LAWS shall mean any Laws relating to terrorism
         or money laundering, including Executive Order No. 13224, and the USA
         Patriot Act.

                  BLOCKED PERSON shall have the meaning assigned to such term in
Section 6.1.26.

                  EXECUTIVE ORDER NO. 13224 shall mean the Executive Order No.
         13224 on Terrorist Financing, effective September 24, 2001, as the same
         has been, or shall hereafter be, renewed, extended, amended or
         replaced.

                  USA PATRIOT ACT shall mean the Uniting and Strengthening
         America by Providing Appropriate Tools Required to Intercept and
         Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has
         been, or shall hereafter be, renewed, extended, amended or replaced.

         (B)      THE DEFINITION OF "LEVERAGE RATIO" SET FORTH IN
SECTION 1.1 IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

         LEVERAGE RATIO shall mean the ratio of (x) consolidated Indebtedness
for borrowed money, capital leases, Guaranties of borrowed money and
reimbursement obligations in respect of letters of credit of the Borrower and
its Subsidiaries (but excluding (A) reimbursement obligations under letters of
credit No. S243626SCP and No. S247779SCP issued by the Agent for the benefit of
Norment Security Group, Inc. [including any extensions, amendments or renewals
thereof] and other letters of credit approved and issued by the Agent on behalf
of any of the Loan Parties pursuant to Section 2.8 hereof that are reflected as
liabilities on the Borrower's consolidated financial statements and which are
fully collateralized as provided in Section 8.1.15 hereof and (B) the 2004
Subordinated Debt up to an amount not exceeding $40,250,000) to (y) EBITDA.


                                  EXHIBIT A-1
<PAGE>



         (C) THE DEFINITION OF "REVOLVING CREDIT FACILITY B EXPIRATION DATE" SET
FORTH IN SECTION 1.1 IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

         REVOLVING CREDIT FACILITY B EXPIRATION DATE shall mean, with respect to
the Revolving Credit Facility B Commitments, October 29, 2004.

         (D) THE DEFINITION OF "REVOLVING CREDIT FACILITY A NOTES" SET FORTH IN
SECTION 1.1 IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

         REVOLVING CREDIT FACILITY A NOTES shall mean that Fifth Amended and
Restated Revolving Credit Note (Revolving Credit Facility A) of Borrower to PNC
Bank, National Association in the stated principal amount of $10,000,000 dated
October 29, 2004 and all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.

         (E) SECTION 4.1.1. IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

                  4.1.1    REVOLVING CREDIT INTEREST RATE OPTIONS.

                  The Borrower shall have the right to select from the following
         Interest Rate Options applicable to the Revolving Credit Loans:

                                    (i) BASE RATE OPTION: A fluctuating rate per
         annum (computed on the basis of a year of 365 or 366 days, as the case
         may be, and actual days elapsed) equal to the Base Rate plus the
         Applicable Margin, such interest rate to change automatically from time
         to time effective as of the effective date of each change in the Base
         Rate; or

                                   (ii) EURO-RATE OPTION: A rate per annum
         (computed on the basis of a year of 360 days and actual days elapsed)
         equal to the Euro-Rate plus the Applicable Margin.

                  Anything contained in this Agreement to the contrary
         notwithstanding, so long as Borrower is in full compliance with the
         Required Coverage covenants sets forth in Section 8.1.15 of this
         Agreement, the "Applicable Margin" for purposes of this Section 4.1.1
         shall be that set forth as Level II in the pricing grid contained in
         the definition of Applicable Margin in Section 1.1 hereof.


                                  EXHIBIT A-2
<PAGE>


         (F) SECTION 6.1 IS AMENDED TO ADD THE FOLLOWING NEW SECTION 6.1.26 AT
THE END THEREOF:

                  6.1.26. ANTI-TERRORISM LAWS.

(a) GENERAL.

                           None of the Loan Parties nor any Affiliate of any
Loan Party, is in violation of any Anti-Terrorism Law or engages in or conspires
to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth
in any Anti-Terrorism Law.

(b) EXECUTIVE ORDER NO. 13224.

                            None of the Loan Parties, nor or any
Affiliate of any Loan Party, or their respective agents acting or benefiting in
any capacity in connection with the Loans, Letters of Credit or other
transactions hereunder, is any of the following (each a "Blocked Person"):

                  (i)      a Person that is listed in the annex to, or is
                           otherwise subject to the provisions of, the Executive
                           Order No. 13224;

                  (ii)     a Person owned or controlled by, or acting for or on
                           behalf of, any Person that is listed in the annex to,
                           or is otherwise subject to the provisions of, the
                           Executive Order No. 13224;

                  (iii)    a Person or entity with which any Bank is prohibited
                           from dealing or otherwise engaging in any transaction
                           by any Anti-Terrorism Law;

                  (iv)     a Person or entity that commits, threatens or
                           conspires to commit or supports "terrorism" as
                           defined in the Executive Order No. 13224;

                  (v)      a Person or entity that is named as a "specially
                           designated national" on the most current list
                           published by the U.S. Treasury Department Office of
                           Foreign Asset Control at its official website or any
                           replacement website or other replacement official
                           publication of such list, or

                  (vi)     a person or entity who is affiliated or affiliated
                           with a person or entity listed above.

                            No Loan Party or to the knowledge of any Loan
Party, any of its agents acting in any capacity in connection with the Loans,
Letters of Credit or other transactions hereunder (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages
in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order No. 13224.

                                  EXHIBIT A-3
<PAGE>


          (G) SECTION 8.1 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION 8.1.15
AT THE END THEREOF:

                  8.1.15. MARKETABLE INVESTMENTS COLLATERAL COVERAGE.

                  The Borrower shall at all times maintain a first priority
         perfected pledge and collateral assignment of, and security interest in
         favor of the Agent, on behalf of the Banks, in cash and marketable
         securities acceptable to the Agent, in its sole discretion (which shall
         be maintained with such financial institutions, brokerage firms or
         other securities intermediaries or custodians as may be acceptable to
         the Agent) (the "Investment Collateral"), in an amount not less than
         the sum of (i) the unpaid aggregate principal balance of all Loans
         advanced under this Agreement and (ii) all Letter of Credit
         Outstandings (the "Required Coverage"). The Banks shall have no
         obligation to advance any Loans or issue any Letters of Credit unless
         and until the Borrower is in full compliance with the foregoing
         covenant, and if at any time the value of the Investment Collateral
         should for any reason be less than the Required Coverage, the Borrower
         shall make an immediate prepayment of the Loans (or a cash deposit with
         respect to Letter of Credit Outstandings, as the case may be) or pledge
         additional Investment Collateral in an amount necessary to achieve
         compliance with said Required Coverage requirements. All Investment
         Collateral shall be valued as determined by the Agent, in its
         reasonable discretion, and all pledge, assignment and security interest
         documentation (which shall include, without limitation, pledge
         agreements and control or other custody or perfection agreements as may
         be required by the Agent) shall be acceptable to the Agent in it sole
         discretion.

          (H) SECTION 8.1 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION 8.1.16
AT THE END THEREOF:

                  8.1.16. ANTI-TERRORISM LAWS.

                           The Loan Parties and their respective Affiliates and
         agents shall not (i) conduct any business or engage in any transaction
         or dealing with any Blocked Person, including the making or receiving
         any contribution of funds, goods or services to or for the benefit of
         any Blocked Person, (ii) deal in, or otherwise engage in any
         transaction relating to, any property or interests in property blocked
         pursuant to the Executive Order No. 13224; or (iii) engage in or
         conspire to engage in any transaction that evades or avoids, or has the
         purpose of evading or avoiding, or attempts to violate, any of the
         prohibitions set forth in the Executive Order No. 13224 or the USA
         Patriot Act. The Borrower shall deliver to Banks any certification or
         other evidence requested from time to time by any Bank, in its sole
         discretion, confirming Borrower's compliance with this Section 8.1.16.

                                  EXHIBIT A-4

<PAGE>


         (I) SECTION 8.2.16 IS DELETED IN ITS ENTIRETY AND RESTATED AS FOLLOWS
AT THE END THEREOF:

                  8.2.16. MINIMUM FIXED CHARGE COVERAGE RATIO.

                           The Loan Parties shall not permit the Fixed Charge
Coverage Ratio, calculated as of the end of each fiscal quarter for the
preceding four (4) fiscal quarters then ended, to be less than 1.50 to 1.0,
commencing with the fiscal quarter ending March 31, 2006.

         (J) SECTION 8.2.17 IS DELETED IN ITS ENTIRETY AND RESTATED AS FOLLOWS:

                  8.2.27. MAXIMUM LEVERAGE RATIO.

                           The Loan Parties shall not permit the Leverage Ratio
to exceed 2.0 to 1.0 on or at any time after January 1, 2006.

         (K) SECTION 8.2 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION 8.2.19
AT THE END THEREOF:

                  8.2.19. MINIMUM EBITDA.

                           The Borrower shall maintain, as of the end of each
         fiscal quarter and for the quarterly periods set forth below, a minimum
         EBITDA of at least that set forth opposite such fiscal quarter and
         quarterly periods below:

         FISCAL QUARTER END AND QUARTERLY PERIODS           MINIMUM EBITDA

         For the fiscal quarter ending December 31, 2004     $ 750,000
         For the fiscal quarter ending
              March 31, 2005                                 $  950,000
         For the two consecutive fiscal quarters
              ending June 30, 2005                           $2,100,000
         For the three consecutive fiscal quarters
              ending September 30, 2005                      $3,400,000
         For the four consecutive fiscal quarters
              ending December 31, 2005                       $4,850,000

         For purposes of clarification, the minimum EBITDA covenant shall not be
applicable for any period after December 31, 2005.


                                  EXHIBIT A-5
<PAGE>


         (L) SECTION 8.3.1 IS DELETED IN ITS ENTIRETY AND RESTATED AS FOLLOWS:

                  8.3.1    QUARTERLY FINANCIAL STATEMENTS; MONTHLY FINANCIAL
                           STATEMENTS.

                  As soon as available and in any event within (i) forty-five
         (45) calendar days after the end of each of the first three fiscal
         quarters in each fiscal year and (ii) thirty (30) calendar days after
         the end of each month, financial statements of the Borrower, consisting
         of a consolidated and consolidating balance sheet as of the end of such
         fiscal quarter or calendar month, as applicable, and related
         consolidated and consolidating statements of income, stockholders'
         equity and cash flows for the fiscal quarter or calendar month, as
         applicable, then ended and the fiscal year through that date, all in
         reasonable detail and certified (subject to normal year-end audit
         adjustments) by the Chief Executive Officer, President or Chief
         Financial Officer of the Borrower as having been prepared in accordance
         with GAAP, consistently applied, and setting forth in comparative form
         the respective financial statements for the corresponding date and
         period in the previous fiscal year.

         (M)      SECTION 10 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION
10.19 AT THE END THEREOF:

                 10.19   NO RELIANCE ON AGENT'S CUSTOMER IDENTIFICATION PROGRAM.

                  Each Bank acknowledges and agrees that neither such Bank, nor
         any of its Affiliates, participants or assignees, may rely on the Agent
         to carry out such Bank's, Affiliate's, participant's or assignee's
         customer identification program, or other obligations required or
         imposed under or pursuant to the USA Patriot Act or the regulations
         thereunder, including the regulations contained in 31 CFR 103.121 (as
         hereafter amended or replaced, the "CIP Regulations"), or any other
         Anti-Terrorism Law, including any programs involving any of the
         following items relating to or in connection with any of the Loan
         Parties, their Affiliates or their agents, the Loan Documents or the
         transactions hereunder or contemplated hereby: (1) any identity
         verification procedures, (2) any recordkeeping, (3) comparisons with
         government lists, (4) customer notices or (5) other procedures required
         under the CIP Regulations or such other Laws.

         (N) CLAUSE (ii) OF SECTION 11.11 IS DELETED IN ITS ENTIRETY AND
RESTATED AS FOLLOWS:

                           (ii) Any assignee or participant which is not
         incorporated under the Laws of the United States of America or a state
         thereof shall deliver to the Borrower and the Agent the form of
         certificate described in Section 11.17 [Tax Withholding Clause]
         relating to federal income tax withholding. Each Bank may furnish any
         publicly available information concerning any Loan Party or its
         Subsidiaries and any other information concerning any Loan Party or its
         Subsidiaries in the possession of such Bank from time to time to
         assignees and participants (including prospective assignees or
         participants), PROVIDED that such assignees and participants agree to
         be bound by the provisions of Section 11.12 [Confidentiality]. Further,
         each such assignee or participant (that is not excepted from the
         certification requirement contained in Section 313 of the USA Patriot
         Act and the applicable regulations because it is both (i) an affiliate
         of a depository institution or foreign bank that maintains a physical
         presence in the United states or foreign county, and (ii) subject to
         supervision by a banking authority regulating such affiliated
         depository institution or foreign bank) shall deliver to the Agent the
         certification, or, if applicable, recertification, certifying that such
         Bank is not a "shell" and certifying to other matters as required by
         Section 313 of the USA Patriot Act and the applicable regulations: (1)
         within 10 days after such assignee or participant acquires its interest
         in this Agreement, and (2) as such other times as are required under
         the USA Patriot Act.

                                  EXHIBIT A-6
<PAGE>


         (O)      PART 1 OF SCHEDULE 1.1(B) IS DELETED IN ITS ENTIRETY AND
RESTATED AS FOLLOWS:

PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS
<TABLE>
<CAPTION>


                                    --------------------- ------------------- ---------------- --------------- -----------------
                                         AMOUNT OF             AMOUNT OF
                                      COMMITMENT FOR        COMMITMENT FOR
                                      REVOLVING CREDIT     REVOLVING CREDIT
               BANK                     LOANS UNDER          LOANS UNDER        AMOUNT OF
                                     REVOLVING CREDIT      REVOLVING CREDIT   COMMITMENT FOR       TOTAL
                                         FACILITY A           FACILITY B       SWING LOANS*      COMMITMENT     RATABLE SHARE
                                    --------------------- ------------------- ---------------- --------------- -----------------
<S>                                 <C>                   <C>                 <C>              <C>              <C>
Name:  PNC Bank, National
           Association
Address: 4242 Carlisle Pike
              Camp Hill, PA  17011
Attention: Thomas J. Fowlston
Telephone      (717) 730-2404           $10,000,000             $-0-             $500,000         $10,000,000        100.0%
Telecopy:      (717) 730-2387
                                                             (Expired)
                                    --------------------- ------------------- ---------------- ---------------  ----------------
         Total                          $10,000,000          $15,000,000           $N/A           $25,000,000        100%
                                    ===================== =================== ================ ================ ================

*   The Swing Line is shown as a part of the Revolving Credit Facility A Commitment of PNC Bank and is not separately combined
    in calculating total Commitments in the table.

                                                            EXHIBIT A-7

</TABLE>



<PAGE>






STATE OF
          -----------------------------------                          )
                                                                       ) SS:

COUNTY OF                                                              )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared -_______________________________,
who acknowledged himself/herself to be the ____________________________ of
COMPUDYNE CORPORATION and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                    -------------------------
                                                     Notary Public

My commission expires:


<PAGE>




STATE OF                                                               )
         ------------------------------------                          ) SS:

COUNTY OF                                                              )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _________________________________,
who acknowledged himself/herself to be the ____________________________ of
CORRLOGIC, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                    --------------------------
                                                     Notary Public


My commission expires:


STATE OF                                                      )
                                                              ) SS:
         -----------------------------------

COUNTY OF                                                     )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _________________________________,
who acknowledged himself/herself to be the ____________________________ of FIBER
SENSYS, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                     -------------------------
                                                     Notary Public

My commission expires:




STATE OF
          ----------------------------------                  )
                                                              ) SS:

COUNTY OF                                                     )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared
_____________________________________, who acknowledged himself/herself to be
the ____________________________ of TIBURON, INC. and that he/she, as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing on behalf of the corporation as such
officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                     --------------------------
                                                     Notary Public

My commission expires:






<PAGE>



STATE OF                                                      )
         -----------------------------------                  ) SS:

COUNTY OF                                                     )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _______________________________,
who acknowledged himself/ herself to be the ____________________________ of
NORMENT SECURITY GROUP, INC. and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                     -------------------------
                                                     Notary Public

My commission expires:




STATE OF                                             )
          ----------------------------------         ) SS:

COUNTY OF                                            )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared ________________________________,
who acknowledged himself/herself to be the ____________________________ of
NORSHIELD CORPORATION and that he/she, as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                     --------------------------
                                                     Notary Public

My commission expires:






<PAGE>



STATE OF                                                 )
          ----------------------------------             ) SS:

COUNTY OF                                                )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _________________________________,
who acknowledged himself/herself to be the ____________________________ of
QUANTA SYSTEMS CORPORATION and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                                     -------------------------
                                                     Notary Public

My commission expires:






<PAGE>



COMMONWEALTH OF PENNSYLVANIA                                           )
                                                                       ) SS:
COUNTY OF                                                              )
          ----------------------------------

         On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared Thomas J. Fowlston, who
acknowledged himself to be the Vice President of PNC BANK, NATIONAL ASSOCIATION
and that he, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing on behalf of said bank
as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                     -------------------------
                                                     Notary Public

My commission expires:







<PAGE>



COMMONWEALTH  OF PENNSYLVANIA                                          )
                                                                       ) SS:

COUNTY OF                                                              )
          ----------------------------------



On this, the _____ day of October, 2004, before me, a Notary Public, the
undersigned officer, personally appeared David M. Diffenderffer, who
acknowledged himself to be the ________________________ of OMEGA BANK, successor
by merger to SUNBANK, and that he, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of said bank as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                     -------------------------
                                                     Notary Public

My commission expires:

</TEXT>
</DOCUMENT>
