COMPUDYNE CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>a5024600ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2

                           SIXTH AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE
                          (Revolving Line of Credit A)


$13,000,000.00

                            Dated: November 17, 2005


     FOR  VALUE   RECEIVED,   COMPUDYNE   CORPORATION,   a  Nevada   corporation
("Borrower")  hereby  promises  to pay  to  the  order  of  PNC  BANK,  NATIONAL
ASSOCIATION  ("Bank"),  at the  Principal  Office  (as such term is  defined  in
Section 1.1 [Certain Definitions] of the Credit Agreement) of PNC Bank, National
Association  (the  "Agent")  the  lesser of (i) the  principal  sum of  THIRTEEN
MILLION DOLLARS (U.S.  $13,000,000) and (ii) the aggregate  principal balance of
all Revolving  Credit A Loans,  Letter of Credit  Borrowings  and  Reimbursement
Obligations  made by the Bank to the Borrower or arising pursuant to Section 2.1
[Revolving  Credit  Facility A  Commitments]  or Section  2.8  [Letter of Credit
Subfacility] of that Amended and Restated Credit  Agreement dated March 31, 2004
by and among the Borrower,  CORRLOGIC,  LLC,  formerly  CORRLOGIC,  INC.,  FIBER
SENSYS, LLC, formerly FIBER SENSYS,  INC.,  COMPUDYNE - PUBLIC SAFETY & JUSTICE,
INC.,   formerly  TIBURON,   INC.,  NORMENT  SECURITY  GROUP,  INC.,   NORSHIELD
CORPORATION and COMPUDYNE - INTEGRATED  ELECTRONICS  DIVISION,  LLC successor by
merger to QUANTA SYSTEMS CORPORATION,  the Banks party thereto and the Agent, as
amended by that Amendment to Amended and Restated  Credit  Agreement dated as of
October 29, 2004, that Second Amendment to Amended and Restated Credit Agreement
and Amendment to Securities  Pledge Agreement dated as of March 4, 2005 and that
Third  Amendment  to  Amended  and  Restated  Credit  Agreement  dated even date
herewith (as the same may be further amended, restated, supplemented or modified
from time to time, the "Credit Agreement").  Such principal sum shall be payable
at the time or times  provided in Section 2.8.3  [Disbursements,  Reimbursement]
and Section 5.1 [Payments] of the Credit Agreement, as applicable, provided that
all amounts due under the Credit  Agreement  with  respect to  Revolving  Credit
Facility A Loans,  Reimbursement  Obligations  and  Letter of Credit  Borrowings
shall,  unless previously paid, be paid in full on the Revolving Credit Facility
A Expiration Date.

     All capitalized  terms used herein shall,  unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.

          The Borrower shall pay interest on the unpaid principal balance hereof
from  time to time  outstanding  from the date  hereof  at the rate or rates per
annum set forth in Section 2.8.3 [Disbursements,  Reimbursement] and Section 4.1
[Interest Rate Options],  as  applicable,  of, or as otherwise  provided in, the
Credit  Agreement.  In no event,  however,  shall  interest  exceed the  maximum
interest  rate  permitted by law.  Upon and after the  occurrence of an Event of
Default, and during the continuation  thereof,  interest shall be payable at the
rates set forth in Section 4.2 [Interest After Default] of the Credit Agreement.

<PAGE>

     If any payment or action to be made or taken  hereunder  shall be stated to
be or become due on a day which is not a Business  Day,  such  payment or action
shall be made or taken on the next following Business day (or the prior Business
Day) in  respect  of  certain  Revolving  Credit  Facility  A Loans to which the
Euro-Rate  Option  applies)  and such  extension  of time shall be  included  in
computing interest or fees, if any, in connection with such payment or action.

     Subject  to the  provisions  of the  Credit  Agreement,  payments  of  both
principal  and interest  shall be made without  set-off,  counterclaim  or other
deduction of any nature at the Principal Office of the Agent, in lawful money of
the United States of America in immediately available funds.

     This Note is a Revolving  Credit  Facility A Note referred to in the Credit
Agreement and evidences all indebtedness  outstanding under the Revolving Credit
Facility A,  including  all  Revolving  Credit  Facility A Loans,  Reimbursement
Obligations  and Letter of Credit  Borrowings  made or incurred  pursuant to the
terms of the Credit  Agreement and all other amounts due, payable and owing with
respect  thereto  under the  Credit  Agreement  and the Loan  Documents,  and is
entitled to the benefits of the Credit  Agreement  and the Loan  Documents.  The
Credit Agreement,  among other things,  contains provisions for the acceleration
of the maturity  hereof upon the happening of certain  events,  for voluntary or
mandatory prepayments of the principal hereof prior to the maturity thereof, for
a higher  rate of  interest  hereunder  on  amounts  past due  and,  in  certain
circumstances,  in the case of an Event of Default,  for the amendment or waiver
of certain provisions of the Credit Agreement and for certain security interests
granted by the Borrower and certain related  entities.  Reference is made to the
Credit  Agreement  and the Loan  Documents  for a  statement  of the  terms  and
conditions  under  which  the  Revolving  Credit  Facility  A and  all  advances
thereunder evidenced hereby have been secured.

     Without limiting the generality or comprehensiveness  of the foregoing,  if
an Event of Default under Section 9.1.14  [Involuntary  Proceedings]  or Section
9.1.15  [Voluntary  Proceedings] of the Credit Agreement shall occur,  then this
Note shall  immediately  become due and payable,  without notice,  together with
reasonable attorneys' fees if the collection hereof is placed in the hands of an
attorney  to obtain or enforce  payment  hereof.  If any other  Event of Default
shall occur under the Credit  Agreement or any of the Loan  Documents,  which is
not cured within any applicable grace period, then this Note may, as provided in
the  Credit  Agreement,  be  declared  to be  immediately  due  and  payable  in
accordance  with  Section 9.2  [Consequences  of Event of Default] of the Credit
Agreement, together with reasonable attorneys' fees, if the collection hereof is
placed in the hands of an attorney to obtain or enforce payment hereof.

     Borrower  and all other  parties now and  hereafter  liable with respect to
this Note, whether maker, principal,  surety, guarantor,  endorser or otherwise,
hereby waive presentment,  demand,  protest and notice of any kind in connection
with the delivery, acceptance,  performance, default or enforcement of this Note
and the Credit  Agreement.  No failure to exercise,  and no delay in exercising,
any rights  hereunder on the part of the holder hereof shall operate as a waiver
of any such rights.

                                        2

<PAGE>

               This Note shall  bind  Borrower  and  Borrower's  successors  and
               assigns,  and the  benefits  hereof shall inure to the benefit of
               the Bank, the Agent and their respective  successors and assigns.
               All  references  herein to the  "Borrower",  the  "Bank"  and the
               "Agent"  shall be deemed to apply to the  Borrower,  the Bank and
               the Agent and their respective successors and assigns.


     This  Note  shall be  governed  by and  construed  in  accordance  with the
internal laws of the  Commonwealth  of  Pennsylvania  applied to contracts to be
performed wholly within the Commonwealth of Pennsylvania,  without giving effect
to its conflicts of law principles.

     This Note amends,  restates and replaces in its entirety that Fifth Amended
and Restated  Revolving  Credit Note  (Revolving Line of Credit A) dated October
29,  2004  of the  Borrower  to the  Bank  in the  stated  principal  amount  of
$10,000,000 (the "Prior Note"). By execution and delivery of this Restated Note,
the Borrower hereby  represents,  covenants and agrees that (i) the indebtedness
and obligations evidenced by the Prior Note, as amended and restated hereby, and
the Loan  Documents  continue  in full  force and  effect  as valid and  binding
obligations  of  the  Borrower,  fully  enforceable  in  accordance  with  their
respective  terms and (ii) as of the date  hereof,  the Borrower has no defense,
set-off,  claim or  counter-claim  against  or with  respect  to full and prompt
payment and performance by Borrower of all of Borrower's debts,  liabilities and
obligations to Bank hereunder and under the other Loan Documents.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -
                       SIGNATURE PAGE FOLLOWS IMMEDIATELY]






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<PAGE>

                    [SIGNATURE PAGE TO REVOLVING CREDIT NOTE]


     WITNESS the due execution  hereof as a document  under seal, as of the date
first written above, with the intent to be legally bound hereby.



                                        COMPUDYNE CORPORATION, a Nevada
                                         corporation



                                        By:                               [Seal]
                                            ------------------------------
                                        Name: W. C. Rock

                                        Title: Corporate Secretary






                                        4

<PAGE>

STATE OF                                                                       )
        ------------------------------------

                                ) SS:

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

     On this, the 17th day of November,  2005,  before me, a Notary Public,  the
undersigned officer, personally appeared W. C. Rock, who acknowledged himself to
be the  Corporate  secretary  of  COMPUDYNE  CORPORATION  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 the  corporation  as such
officer.

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


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

My commission expires:










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</DOCUMENT>
