AGREEMENT NOT TO COMPETE

This Agreement Not to Compete (this "Agreement") is made and entered into as of January 9, 2003, by and between Certified Security Integrators, Inc., a California Corporation ("Buyer"), and Stratesec, Incorporated, a Delaware Corporation ("Seller"). This Agreement shall become effective concurrently with the Closing (as such term is defined in the Asset Purchase Agreement (as hereinafter defined)).

RECITALS:

A. Buyer and Seller are parties to that certain Asset Purchase Agreement, dated as of January 9, 2003 (incorporated herein by this reference and hereinafter called the "Asset Purchase Agreement"), which agreement, among other things, contemplates the acquisition by Buyer of certain assets of Seller.

B. This Agreement is a material inducement to Buyer entering into the Asset Purchase Agreement, and Buyer has relied upon this Agreement in purchasing from Seller the assets and goodwill of Seller, as identified in the Asset Purchase Agreement.

C. Capitalized terms used in this Agreement shall have the same meanings as set forth in the Asset Purchase Agreement unless otherwise defined herein.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Agreement Not to Compete. During the Noncom petition Period (as hereinafter defined), Seller shall not in any manner, directly or indirectly, including through entities controlled by Seller or otherwise, within the Noncom petition Territory (as hereinafter defined), (i) engage or participate in the business of providing any of the following services with respect to security technology and communications devices: consulting services; sale or installation of products; or the monitoring of any security technology or communications devices (the "Business"), or otherwise perform services for third parties which are currently competitive, or may at some time in the future become competitive, with Buyer with respect to the Business ("Competitive Services"), or (ii) own or operate any business which presently does engage, or in the future may engage or participate in the Business other than in support of services requested by Seller's East Coast customers for their offices in the Non-competition Territory. Seller shall be deemed to be engaged in the business or performing Competitive Services if Seller shall engage in such Business or perform such services directly or indirectly, whether for Seller's own account or for that of another person, firm or corporation, or whether as stockholder, principal, partner, member, employee, agent, investor, proprietor, director, officer, employee or consultant, or in any other capacity.

For the purposes of this Agreement (i) "Noncom petition Period" shall mean a period beginning on the Closing Date and ending on the third anniversary thereof; and (ii) "Noncom petition Territory for the seller" shall mean the states of California, Oregon, Washington, Arizona, Utah, Idaho and Colorado.

Seller represents and warrants that Seller does not own or operate, directly, indirectly, in whole or in part, beneficially or otherwise, any interest in any entity which performs any services related to the Business, with the exception of Stratesec Incorporated.

详细内容见附件