Exhibit 10(O)














                              COMPUDYNE CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN



<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                    ARTICLE 1
                                     PURPOSE
                                     -------

1.1   PURPOSE OF PLAN .........................................................1

                                    ARTICLE 2
                                   DEFINITIONS
                                   -----------

2.1   ACCOUNT .................................................................1
2.2   BOARD ...................................................................1
2.3   CODE ....................................................................1
2.4   COMPANY .................................................................1
2.5   COMPENSATION ............................................................1
2.6   EFFECTIVE DATE ..........................................................1
2.7   EMPLOYEE ................................................................1
2.8   EMPLOYEES' AGENT ........................................................1
2.9   EMPLOYER ................................................................1
2.10  PARTICIPANT .............................................................1
2.11  PLAN ....................................................................1
2.12  PURCHASE ................................................................1
2.13  PURCHASE PRICE ..........................................................2
2.14  SHARES or STOCK .........................................................2
2.15  SUBSIDIARY/IES ..........................................................2

                                    ARTICLE 3
                           ADMINISTRATION OF THE PLAN
                           --------------------------

3.1   BY THE COMPANY ..........................................................2

                                    ARTICLE 4
                      EMPLOYEES ELIGIBLE TO PURCHASE STOCK
                      ------------------------------------

4.1   ELIGIBILITY .............................................................2

                                    ARTICLE 5
                                      STOCK
                                      -----

5.1   STOCK MAXIMUM ...........................................................2

                                    ARTICLE 6
         PURCHASES; AUTHORIZATION OF PAYROLL DEDUCTIONS BY PARTICIPANTS
         --------------------------------------------------------------

6.1   PURCHASES ...............................................................3
6.2   PAYROLL DEDUCTIONS ..................................................... 3
6.3   COMPANY CONTRIBUTIONS ...................................................3

                                    ARTICLE 7
                        TERMS AND CONDITIONS OF PURCHASES
                        ---------------------------------

7.1   TERMS AND CONDITIONS ....................................................4

                                    ARTICLE 8
                      WITHDRAWALS FROM PARTICIPANT ACCOUNTS
                      -------------------------------------

8.1   REVOCATION ..............................................................5

<PAGE>

8.2   CERTIFICATE REQUESTS; HOLDING PERIOD; DIRECTIONS TO SELL; TRANSACTIONAL .5
8.3   TERMINATION OF EMPLOYMENT ...............................................5
8.4   TERMINATION OF EMPLOYMENT DUE TO DEATH ..................................6

                                    ARTICLE 9
          RECAPITALIZATION, REORGANIZATION OR CHANGE IN CAPITALIZATION
          ------------------------------------------------------------

9.1   COMPANY'S DISCRETION ....................................................6
9.2   CORPORATE TRANSACTIONS ..................................................6

                                   ARTICLE 10
                      AMENDMENT OR TERMINATION OF THE PLAN
                      ------------------------------------

10.1  AMENDMENT OR TERMINATION ................................................6

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

11.1  NON-TRANSFERABILITY .................................................... 7
11.2  NO EMPLOYMENT RIGHT .................................................... 7
11.3  TAX WITHHOLDING .........................................................7
11.4  GOVERNMENT AND OTHER REGULATIONS ........................................7
11.5  INDEMNIFICATION .........................................................7
11.6  RELIANCE ON REPORTS .....................................................8
11.7  GOVERNING LAW ...........................................................8
11.8  RELATIONSHIP TO OTHER BENEFITS ..........................................8
11.9  EXPENSES ................................................................8
11.10 TITLES AND HEADINGS .....................................................8
11.11 NON-EXCLUSIVITY OF PLAN .................................................8
11.12 DESIGNATION OF BENEFICIARY ..............................................8
11.13 USE OF FUNDS ............................................................8
11.14 EFFECT OF PLAN ..........................................................9

<PAGE>

COMPUDYNE CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE 1
                                     PURPOSE
                                     -------

         1.1 PURPOSE OF PLAN. This Employee Stock Purchase Plan is intended to
encourage employees of CompuDyne Corporation (the "Company") and its
subsidiaries to remain in the employ of the Company and to participate in its
growth by permitting them to purchase shares of Company common stock. Such
purchases shall be made from funds accumulated through payroll deductions and
Company contributions.

                                    ARTICLE 2
                                   DEFINITIONS
                                   -----------

         2.1 ACCOUNT. means the account established and maintained for each
Participant under the Plan, which in turn shall be comprised of two
sub-accounts: the Stock Account established and maintained by the Employees'
Agent to hold Shares of Stock acquired pursuant to the Plan, and the Withholding
Account, established and maintained by the Employees' Agent and which is to be
credited with cash deposited by the Employer and awaiting investment in Shares
of Stock.

         2.2      BOARD. means the Board of Directors of the Company.

         2.3      CODE. means the Internal Revenue Code of 1986, as amended.

         2.4      COMPANY. means CompuDyne Corporation and its successors.

         2.5      COMPENSATION.  means W-2 wages  which,  but for an  election
under this Plan,  would be payable in cash to the Participant by the Company.

         2.6      EFFECTIVE  DATE.  means  the  first  day of the first  payroll
period  beginning  after October 1, 1999.

         2.7      EMPLOYEE.  means any  employee of an Employer  who is at least
eighteen  (18) years old and whose customary employment is at least thirty (30)
hours per week.

         2.8 EMPLOYEES' AGENT means the registered broker-dealer designated by
the Company to purchase stock pursuant to the terms of the Plan and establish
and maintain individual Participants' Accounts.

         2.8      EMPLOYER. means the Company and its Subsidiaries.

         2.9      PARTICIPANT.  means any  Employee  who  participates  in the
Plan as provided in Article 6.  A Participant shall continue to be a Participant
as long as he or she has a Withholding Account.

         2.10     PLAN.  means the  CompuDyne  Corporation  Employee  Stock
Purchase  Plan, as herein set forth, and as amended from time to time.

         2.11     PURCHASE.  means any purchase of Shares of Stock made in
accordance  with the terms and conditions of the Plan.

         2.12     PURCHASE  PRICE.  means the price per Share at which  Stock
may be  purchased  under the Plan, as determined by the Company in accordance
with Section 7.1(a).

         2.13     SHARES or STOCK.  means  shares of the common  stock,  par
value $.75 per share,  of the Company.

         2.14 SUBSIDIARY/IES. means any entity bearing a relationship to the
Company that is described in section 424(f) of the Code and designated as a
participating Employer in the Plan by the Company. All entities bearing such a
relationship as of the Effective Date shall be deemed Subsidiaries hereunder.

<PAGE>

                                    ARTICLE 3
                           ADMINISTRATION OF THE PLAN
                           --------------------------

         3.1 BY THE COMPANY. The Plan shall be administered by the Company,
which shall have full power and authority to: (i) interpret and administer the
Plan and any instrument or agreement entered into under the Plan; (ii) establish
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (iii) make any other
determination and take any other action that the Company deems necessary or
desirable for administration of the Plan. Decisions of the Company shall be
final, conclusive and binding upon all persons, including any Participant and
any other employee of the Company.

                                    ARTICLE 4
                      EMPLOYEES ELIGIBLE TO PURCHASE STOCK
                      ------------------------------------

         4.1 ELIGIBILITY. All Employees of the Company, including employees who
are members of a collective bargaining unit covered under a collective
bargaining agreement, who are regularly scheduled to work at least thirty (30)
hours per week shall be eligible to Purchase Stock under the Plan as of the
first day of the month after completing such eligibility requirements.

                                    ARTICLE 5
                                      STOCK
                                      -----

         5.1 STOCK MAXIMUM; STOCK. The maximum number of Shares of Stock which
may be Purchased under the Plan is 100,000 Shares, subject, however, to
adjustment as hereinafter provided. The Company shall purchase, on the open
market, the number of Shares of Stock to be Purchased under the Plan. The
Company may, in its discretion, make available previously authorized but
unissued stock for Purchase under the Plan.

                                    ARTICLE 6
         PURCHASES; AUTHORIZATION OF PAYROLL DEDUCTIONS BY PARTICIPANTS
         --------------------------------------------------------------

         6.1 PURCHASES. Unless otherwise specified by the Company, there shall
be 12 Purchase dates under the Plan during each twelve (12) month calendar year
during which this Plan is in effect and, unless otherwise specified by the
Company, the day of Purchase shall be one day in each calendar month determined
by the Company to be practicable for the Company to effect Purchase elections.

         6.2 PAYROLL DEDUCTIONS. Each Employee shall become a Participant
pursuant to the terms of the Plan by filing an election to participate in the
Plan in the form of a payroll deduction authorization (in the manner prescribed
by the Company) on or prior to the fifteenth (15th) day preceding the month in
which the Employee becomes eligible to participate in the Plan. The election
shall specify a whole dollar amount, up to one hundred dollars ($100) per week
of Compensation which the Employee wishes to apply to the Purchase for each
payroll period until the Employee properly revokes or changes his or her
election, subject to the limitations contained in Sections 4.1 and 7.1(b).
Contributions by Employees shall be made through payroll deduction. The election
shall be adjusted to conform to each Employee's payroll period pursuant to the
following schedule:
<TABLE>
<CAPTION>
<S>     <C>                                                  <C>

         If an Employee's normal pay period is:               The Employee's maximum contribution
         -------------------------------------                -----------------------------------
                                                                       per pay period is:
                                                                       ------------------

                  Weekly
                                                                                $100
                  Bi-Weekly
                                                                                $200
                  Semi-Monthly
                                                                                $216
</TABLE>

Payroll deductions (a) shall commence with the first regular payroll period
after the Company accepts a properly filed Employee payroll deduction election
and (b) shall end on the last day of the last regular payroll period in which
the Employee elects in writing to cease participation, or, if earlier, on the
last day of the last regular payroll period prior to the termination of the
Participant's employment with the Employer. An Employee may revoke his or her
election at any time; however, in such case, the Employee must wait six (6)
months after revocation to re-enter the Plan, as if he or she were a new
Employee on the date of any such revocation. If the Participant's termination of
employment or revocation election occurs on or within a time prior to the last
day of the payroll period in which it is not reasonably practicable for the
Company to render ineffective the Participant's Purchase election existing at
the time of the employment termination or revocation and the Company or its
designee implements the Purchase election, the Company will have the right in
its sole and absolute discretion to disregard the Purchase and instead pay to
the Participant the Compensation reduction amount or to treat the Purchase as
having occurred in accordance with the terms of the existing Purchase election.

<PAGE>

         6.3 COMPANY CONTRIBUTIONS. In addition to payroll deductions, a Company
contribution equal to fifteen (15%) of a Participant's payroll deductions shall
be made by the Company for each Participant eligible for the contribution. Such
contribution shall be made as frequently as the Company may determine.

                                    ARTICLE 7
                        TERMS AND CONDITIONS OF PURCHASES
                        ---------------------------------

         7.1      TERMS AND CONDITIONS.  Except as provided in  subparagraph
(b) of this Section 7.1, all Participants shall have the same rights and
privileges, as specified below:

                  (a) Purchase Price: The Purchase Price shall be one hundred
percent (100%) of the average price at which Stock is purchased under the Plan
for all Participants on the exchange on which the Stock is Purchased, without
regard to transactional costs.

                   (b) Transferability of Plan Participation: Plan participation
shall not be transferable by the Participant other than by will or the laws of
descent and distribution during the Participant's lifetime, and Purchases may be
made hereunder only on behalf of the Participant.

                  (c) Purchases: Purchases of Shares on behalf of any
Participant shall be made with funds accumulated in the Participant's
Withholding Account through Company contributions and payroll deductions from
the Participant's Compensation, under rules of uniform application. Cash
remaining in a Participant's Withholding Account representing fractional Shares
shall be accumulated and added to the next payroll period elective amounts and
used in such next payroll period to Purchase Stock if the Participant is, at the
end of the next payroll period, employed as an Employee and has not revoked his
or her Purchase election or, if he or she is not then an Employee or has timely
revoked his or her Purchase election, the amount shall be paid to the
Participant in cash as soon as practicable following the date he or she ceases
to be an Employee.

                  (d) Other Provisions: Each Purchase may contain such other
provisions as the Company shall deem advisable, including restrictions on resale
of Stock, provided that no such provisions may in any way conflict, or be
inconsistent with, the terms of the Plan as amended from time to time.

                  (e) Requirements of Law: The issuance of any Stock hereunder
is conditioned upon registration of the Stock to be issued under applicable
federal and state securities laws and its listing on any applicable stock
exchange. In no event shall any stock be issued hereunder prior to the effective
date of any such registration or listing application.

                  (f) Issuance of Shares: The Shares of Stock purchased by each
Participant may be issued in the name of the Participant and may be considered
to be issued and outstanding to his or her credit as of the close of business on
the day of each Purchase. Shares Purchased by each Participant shall be credited
to that individual's Stock Account as soon as practicable after each Purchase.

                  (g) Account Balances: No interest shall accrue at any time on
any amount credited to the Account of a Participant. As transactions occur which
affect a Participant's Stock Account, a report shall be sent to each Participant
by the Employees' Agent stating the entries made to his or her Account, the
number of Shares purchased and the applicable Purchase Price.

                  (h) Participant Rights: A Participant will possess all the
rights and privileges of a stockholder with respect to all of the Shares held in
his or her Stock Account under the Plan, including the right to vote such
Shares, and will receive all dividends, distributions and stockholder
communications with respect to such Shares.

                                    ARTICLE 8
                      WITHDRAWALS FROM PARTICIPANT ACCOUNTS
                      -------------------------------------

         8.1 REVOCATION. Except for any officer of the Company who is subject to
the reporting requirements of section 16(a) of the Securities Exchange Act of
1934, as amended (an "Insider"), Participants may cease participation in the
Plan at any time and withdraw all cash amounts in their Withholding Accounts
upon written notice to the Company. Such withdrawal shall serve to cancel the
Participant's Plan participation. Partial cash withdrawals shall not be
permitted. Cash withdrawal requests shall be made in such form and under such
conditions as may be specified from time to time by the Company. Insiders may
not make cash withdrawals for so long as they remain Insiders. A Participant who
ceases participation in the Plan may subsequently re-enter the Plan upon the
expiration of six (6) months from the date the Participant originally ceased
participating in the Plan.

<PAGE>

         8.2 CERTIFICATE REQUESTS; DIRECTIONS TO SELL; TRANSACTIONAL EXPENSES. A
Participant may request delivery of a stock certificate representing all or any
portion of the Shares (in any whole number of Shares) held in his or her Stock
Account. A Participant shall be entitled to direct the Employees' Agent to sell
on the Participant's behalf any or all Shares in the Participant's Stock Account
at any time and the Employees' Agent shall honor such requests, subject to
reasonable restrictions on frequency of such sale directions as might be imposed
by the Employees' Agent. Notwithstanding the foregoing, a Participant who
directs the Employees' Agent to sell Shares on the Participant's behalf twice in
one calendar year shall be prohibited from making contributions to the Plan for
a period of six (6) months For purposes of the preceding, a distribution of a
stock certificate to a Participant at the Participant's request shall be treated
as a sale. In honoring directions to sell, the Employees' Agent may, at its
discretion, exchange Shares of those Participants who direct sales with those
Participants who direct Purchases utilizing for such purpose the Purchase Price
established under Section 7.1(a). All transactional expenses in respect of sales
of Shares held under the Plan shall be borne by the Participant. The Company
shall be entitled, in its discretion, to distribute any Shares held under the
Plan to a Participant at any time. Any Share which has been distributed by the
Company to a Participant or former Participant or to any individual on behalf of
a Participant or former Participant, or a sale of a Share or Shares by a
Participant shall terminate any such Share's coverage under this Plan for all
purposes, including, but not limited to, the Company's payment of any
administrative or transactional expenses with respect to such Shares.

         8.3 TERMINATION OF EMPLOYMENT. Upon termination of a Participant's
employment with the Employer for any reason, whether voluntary or involuntary,
the Participant's participation in the Plan shall immediately terminate. Subject
to Section 6.2, as soon thereafter as is practicable, the Participant may elect
to maintain the Shares in his or her Stock Account or the Participant may
receive the following: (i) a Stock certificate for all whole Shares held in the
Stock Account; and (ii) cash representing any balance remaining in the
Withholding Account. Any Shares held in the Participant's Stock Account shall
remain in the Stock Account until the former Participant's death or until a sale
of such Shares is directed by the former Participant and, at the Company's
discretion as to the frequency and timing of distributions, certificates for
such Shares shall be issued to the former Participant or his or her death
beneficiary, as defined in Section 11.13, as applicable.

         8.4 TERMINATION OF EMPLOYMENT DUE TO DEATH. Upon termination of the
Participant's employment because of his or her death, the Participant's
beneficiary, as defined in Section 11.13, shall receive all the contributions
credited to the Participant's Withholding Account as of the date of death and
all Stock in the Participant's Stock Account on the date of death.

                                    ARTICLE 9
          RECAPITALIZATION, REORGANIZATION OR CHANGE IN CAPITALIZATION
          ------------------------------------------------------------

         9.1 COMPANY'S DISCRETION. The Plan shall not affect in any way the
Company's right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or assets.
The Company shall have the discretion to adjust the number of Shares available
hereunder to reflect stock splits, stock dividends, mergers and other changes in
the capitalization of the Company.

         9.2 CORPORATE TRANSACTIONS. Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all of the property or stock of the
Company to another corporation, each Participant shall receive with respect to
each Share held in his or her Stock Account, as nearly as reasonably may be
determined, the cash, securities and/or property which a holder of one Share of
Stock was entitled to receive upon and at the time of such transaction. The
Company shall take such steps in connection with such transactions as the
Company shall deem necessary to assure that the provisions of this Section shall
thereafter be applicable, as nearly as reasonably may be determined, in relation
to the said cash, securities and/or property as to which such Participant might
thereafter be entitled to receive.

<PAGE>

                                   ARTICLE 10
                      AMENDMENT OR TERMINATION OF THE PLAN
                      ------------------------------------

         10.1     AMENDMENT  OR  TERMINATION.  The Board may suspend or
terminate  the Plan,  reconstitute the Plan in whole or in part, or amend or
revise the Plan in any respect whatsoever.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         11.1 NON-TRANSFERABILITY. Except by the laws of descent and
distribution, no benefit provided hereunder shall be subject to alienation,
assignment or transfer by a Participant (or by any person entitled to such
benefit pursuant to the terms of this Plan), nor shall it be subject to
attachment or other legal process of whatever nature, and any attempted
alienation, assignment, attachment or transfer shall be void and of no effect
whatsoever and, upon any such attempt, the benefit shall terminate and be of no
force or effect. During a Participant's lifetime, Purchases may be made only by
the Participant. Shares shall be delivered only into the hands of the
Participant or death beneficiary entitled to receive the same or into the hands
of the Participant's authorized legal representative.

         11.2 NO EMPLOYMENT RIGHT. Neither this Plan nor any action taken
hereunder shall be construed as giving any right to any individual to be
retained as an officer or employee of the Company.

         11.3 TAX WITHHOLDING. The Company shall have the right to deduct from
all payments hereunder any federal, state, local or employment taxes which it
deems are required by law to be withheld with respect to such payments.

         11.4 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to
deliver Shares or make cash payments hereunder shall be subject to all
applicable laws, rules and regulations, and to such approvals by any government
agencies as may be deemed necessary or appropriate by the Company. If Shares
deliverable hereunder may in certain circumstances be exempt from registration
under the Securities Act of 1933, the Company may restrict its transfer in such
manner as it deems advisable to ensure such exempt status. The Plan is intended
to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Any provision inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan. The Plan shall be subject to any provision
necessary to assure compliance with federal and state securities laws.

         11.5 INDEMNIFICATION. Each person who is or at any time serves as a
member of the Board or as an officer of the Company acting for the Company in
respect of the Plan shall be indemnified and held harmless by the Company
against and from (i) any loss, cost, liability or expense that may be imposed
upon or reasonably incurred by such person in connection with or resulting from
any claim, action, suit or proceeding to which such person may be a party or in
which such person may be involved by reason of any action or failure to act
under this Plan; and (ii) any and all amounts paid by such person in
satisfaction of judgment in any such action, suit or proceeding relating to this
Plan. Each person covered by this indemnification shall give the Company an
opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend the same on such person's own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the charter or
by-laws of the Company, as a matter of law, or otherwise, or any power that the
Company may have to indemnify such person or hold such person harmless.

         11.6 RELIANCE ON REPORTS. Each member of the Board and each officer of
the Company acting for the Company in respect of the Plan shall be fully
justified in relying or acting in good faith upon any report made by the
independent public accountants of the Company, and upon any other information
furnished in connection with this Plan. In no event shall any person who is or
shall have been a member of the Board or an officer of the Company acting for
the Company in respect of the Plan be liable for any determination made or other
action taken or any omission to act in reliance upon any such report or
information, or for any action taken, including the furnishing of information,
or failure to act, if in good faith.

         11.7 GOVERNING LAW. All matters relating to this Plan shall be governed
by the laws of the State of Maryland, without regard to the principles of
conflict of laws thereof, except to the extent preempted by the laws of the
United States.

         11.8 RELATIONSHIP TO OTHER. No payment under this Plan shall be taken
into account in determining any benefits under any pension, retirement, profit
sharing or group insurance plan of the Company.

<PAGE>

         11.9 EXPENSES. The expenses of implementing and administering this Plan
shall be borne by the Company, however a Participant shall bear all costs
(whether, administrative, transactional or otherwise) associated with the sale
or other disposition of shares held under the Plan.

         11.10 TITLES AND HEADINGS. The titles and headings of the Articles and
Sections in this Plan are for convenience of reference only, and in the event of
any conflict, the text of this Plan, rather than such titles or headings, shall
control.

         11.11 NON-EXCLUSIVITY OF PLAN. The adoption of the Plan by the Board
shall not be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the Plan,
and such arrangements may be either applicable generally or only in specific
cases.

         11.12 DESIGNATION OF BENEFICIARY. A Participant may file a written
designation of a beneficiary who is to receive any Stock and/or cash. Such
designation of a beneficiary may be changed by the Participant at any time. Upon
the death of a Participant, the Company shall deliver such Stock and/or cash to
such beneficiary. In the event of the death of a Participant and in the absence
of a beneficiary validly designated under the Plan, the Company shall deliver
such Stock and/or cash to the executor or administrator of the estate, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such Stock and/or cash to
the spouse or to any one or more dependents of the Participant as the Company
may designate. No beneficiary shall, prior to the death of the Participant by
whom he or she has been designated, acquire any interest in the Stock or cash
credited to the Participant under the Plan.

         11.13 USE OF FUNDS. All contributions received or held by the Company
under this Plan may be used by the Company for any corporate purpose and the
Company shall not be obligated to segregate such payroll deductions.

         11.14 EFFECT OF PLAN. The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all successors of
each Employee participating in the Plan, including, without limitation, such
Employee's estate and executors, administrators or trustees, heirs and legatees,
and any receiver, trustee in bankruptcy or representative of creditors of such
Employee.

         IN WITNESS WHEREOF, the Company has caused this document to be executed
and its seal to be affixed hereto, effective as specified herein.


ATTEST/WITNESS:                          COMPUDYNE CORPORATION


        /s/  W. C. Rock                   By:    /s/ Martin Roenigk       (SEAL)
--------------------------------------        -----------------------------

Print Name:  W. C. Rock                        Print Name: Martin Roenigk