Exhibit 10.7


    
      

    

    Exhibit
      10.7

     

    


    VOTING
      AGREEMENT

    


    THIS
      VOTING AGREEMENT is made and entered into as of this 12th
      day of
      January, 2006 (the “Agreement”) by and among Sentinel Technologies, Inc., a
      Delaware corporation (“STI”); Sentinel Operating, L.P., a Texas limited
      partnership and an affiliate of LLG (“Sentinel”); Tidel Technologies, Inc., a
      Delaware corporation (the “Company”); and Laurus Master Fund, Ltd., a Cayman
      Island company (the “Stockholder”). Capitalized terms used but not defined
      herein shall have the meanings ascribed to such terms in the Purchase Agreement
      (defined below).

    


    RECITALS

    


    A.    Prior
      to
      or contemporaneously with the execution and delivery of this Voting Agreement,
      Sentinel, the Company and Tidel Engineering, L.P., a Delaware limited
      partnership and an affiliate of the Company (“Engineering”), are entering into
      an Asset Purchase Agreement, dated as of dated the date hereof (the “Purchase
      Agreement”), which provides that, upon the terms and subject to the conditions
      set forth therein, Sentinel will purchase the assets of the company’s cash
      security TACC business from the Company and Engineering (the
“Transaction”).

    


    B.    As
      of the
      date hereof, Stockholder and its affiliates who are controlled by or under
      common control with Stockholder other than investors or affiliates of such
      investors who do not exercise managerial control of Stockholder (collectively,
      “Stockholder Affiliates”) hold (i) the number of shares of common stock, par
      value $.01 per share, of the Company (“Common Stock”) and (ii) securities
      exercisable for, or convertible into, the number of shares of Common stock,
      set
      forth on Schedule
      I
      hereto
      (all such shares so owned and which may hereafter be acquired by the Stockholder
      or Stockholder Affiliates prior to the termination of this Voting Agreement,
      whether upon the exercise of options or warrants, conversion of debt, or by
      any
      other means of purchase, acquisitions, dividend, distribution or otherwise,
      being referred to herein as the “Shares”). 

    


    C.    Pursuant
      to the Exercise and Conversion Agreement by and among the parties hereto, dated
      as of dated the date hereof (the “Exercise Agreement”), the Stockholder has
      agreed to, subject to the terms and conditions contained therein, convert,
      on or
      prior to the record date (the “Record Date”) an aggregate of $5,400,000 of
      convertible indebtedness (the “Conversion Amount”) evidenced by the Convertible
      Term Note in the initial principal amount of $6,450,000, dated November 25,
      2003
      (the “Note”) together with an additional $292,987 principal amount added thereto
      on November 26, 2004, made by the Company in favor of the
      Seller into 18,000,000 shares of Common Stock. For avoidance of doubt, no
      warrants are being exercised and no other portion of any note is being converted
      pursuant to the Exercise Agreement.

    


    D.    In
      connection with the Transaction, Stockholder has agreed to vote the Shares
      in
      favor of the approval and adoption of (i) the Purchase Agreement, as the same
      may be amended from time to time, and the transactions contemplated thereby,
      (ii) the amendment to the Company’s certificate of incorporation such that it
      does not contain the terms “Tidel” or Sentinel” or any derivation thereof (the
“Amendment”), and (iii) any motion for adjournment or postponement of the
      Meeting (as hereafter defined) to another time or place to permit, among other
      things, further solicitation of proxies if necessary to establish a quorum
      or to
      obtain additional votes in favor of the Purchase Agreement and the transactions
      contemplated thereby and the Amendment (the “Motion”) (each of items (i), (ii)
      and (iii) above are collectively referred to as the “Transaction
      Matters”).

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    E.    As
      a
      condition to their willingness to enter into the Purchase Agreement, Sentinel
      has requested that the Stockholder enter into this Voting
      Agreement.

    


    F.    In
      order
      to induce Sentinel to enter into the Purchase Agreement, the Stockholder is
      willing to enter into this Voting Agreement. 

    


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

    


    ARTICLE
      I

    VOTING
      AGREEMENT

    
      

        1.1.   Voting
          Agreement. 

        


        Upon
          satisfaction or waiver of the conditions set forth in Section 1.2 below
          and
          until March 31, 2006 (the “Termination Date”): 

        


        (a)    The
          Stockholder shall vote the Shares at a meeting of the stockholders of the
          Company however called for the purpose of approving the Transaction Matters
          (the
“Meeting”), and in any action by written consent of the stockholders of the
          Company:

        


        (i)    in
          favor
          of the approval and adoption of the Transaction Matters;

        


        (ii)   against
          any other Acquisition Proposal or any negotiations or discussions with
          respect
          to an Acquisition Proposal and against any proposal for action or agreement
          that
          would result in a breach of any covenant, representation or warranty or
          any
          other obligation or agreement of the Company under the Purchase Agreement
          or any
          amendment to the Company’s Certificate of Incorporation or Bylaws, which in the
          case of each of the matters referred to in this clause that could reasonably
          be
          expected to impede, interfere with, delay, postpone or materially adversely
          affect the transactions contemplated by the Purchase Agreement or the likelihood
          of such transactions being consummated; and

        


        (iii)   in
          favor
          of any other matter reasonably necessary for consummation of the transactions
          contemplated by the Purchase Agreement and related agreements which is
          considered at any such meeting of stockholders or in such consent, and
          in
          connection therewith to execute any documents which are reasonably necessary
          in
          order to effectuate the foregoing. 

         

      

      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.2.   Conditions
      Precedent to Effectiveness of Voting Agreement.

    


    The
      obligations of the Shareholder under this Voting Agreement are subject to the
      fulfillment of each of the following conditions:

    


    (a)    The
      Company shall have delivered (i) the unanimous written consent of the Board
      of
      Directors of the Company (the “Board”), or (ii) minutes of a duly called meeting
      of the Board certified by the Secretary of the Company, evidencing that the
      disinterested members of the Board had duly approved the Purchase Agreement
      and
      the transactions contemplated thereby and shall have established the Record
      Date, which shall be no later than January 13, 2006; and

    


    (b)    The
      Company shall have delivered a fully executed copy of each of the documents
      required to be delivered pursuant to Section 1.2 of the Exercise Agreement
      to
      the Shareholder; and

    


    (c)    The
      Company shall have prepared and mailed a proxy statement relating to the
      approval of the Transaction Matters to the holders of the shares of Common
      Stock
      of the Company on the Record Date in accordance with Section 14 of the
      Securities Exchange Act of 1934, as amended, and shall have provided the
      Shareholder with an affidavit of mailing from the person mailing such proxy
      statement to the stockholders of the Company; and

    


    (d)    Each
      of
      the Exercise Agreement, the Stock Redemption Agreement, Management Voting
      Agreement and the Reaffirmation Agreement (as each such capitalized term is
      defined in the Exercise Agreement) shall have become effective and shall not
      have been terminated or otherwise rendered ineffective or inoperative;
      and

    


    (e)    The
      Stockholder shall have received original stock certificate(s) representing
      the
      number of shares of Common Stock issued pursuant to the conversion of the Note
      (up to the Conversion Amount) in the name of the Stockholder sufficient to
      give
      full effect to the conversion of the Note (up to the Conversion Amount) in
      accordance with the terms of the Note and the Exercise Agreement.

    


    1.3.   No
      Proxies for or Transfers of Shares. 

    


    The
      Stockholder hereby revokes, any and all prior proxies or powers of attorney
      given by the Stockholder or Stockholder Affiliates with respect to the Shares.
      From the date hereof until the Termination Date, the Stockholder hereby agrees
      that it shall not, directly or indirectly, sell, assign, transfer, encumber,
      pledge or otherwise dispose of, or enter into any contract, option or other
      agreement, arrangement or understanding with respect to the direct or indirect
      sale, assignment, transfer, encumbrance, pledge or other disposition of, any
      of
      the Shares; provided, however, that the Stockholder may sell or otherwise
      assign, with or without consideration, an unlimited amount of the Shares to
      any
      affiliate, member or limited or general partner of the Stockholder or such
      affiliate if each such transferee or assignee, prior to the completion of the
      sale, transfer or assignment shall have executed and delivered to STI documents
      assuming the obligations of the Stockholder under this Voting Agreement with
      respect to the transferred securities, such documents to be satisfactory to
      STI
      in its reasonable discretion. From the date hereof until the Termination Date,
      the Stockholder hereby agrees that it shall not, and shall cause its Stockholder
      Affiliates to not, directly or indirectly, grant any proxies or enter into
      any
      voting trust or other agreement, arrangement or understanding with respect
      to
      the voting of any of the Shares; provided,
      however,
      that
      the Stockholder may grant a proxy or enter into a voting trust or other
      agreement, arrangement or understanding with respect to the voting of the Shares
      to or with a third party, if such third party, prior to the grant of such proxy
      or entry into such voting trust or agreement, arrangement or understanding,
      shall have executed and delivered to STI documents assuming the obligations
      of
      the Stockholder under this Voting Agreement with respect to such Shares, such
      documents to be satisfactory to STI in its reasonable discretion. The
      Stockholder hereby agrees that neither it nor Stockholder Affiliates shall
      seek
      or solicit any sale, assignment, transfer, encumbrance, pledge or other
      disposition of the Shares to other than its affiliates and agrees to notify
      STI
      promptly (but in any event, within 24 hours), and it and its affiliates shall
      provide all details requested by STI, if the Stockholder or Stockholder
      Affiliates shall be approached or solicited, directly or indirectly, by any
      person with respect to any of the foregoing.

    

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    1.4.   Stop
      Transfer. 

    


    During
      the term of this Voting Agreement, the Stockholder and Stockholder Affiliates
      shall not request that the Company register the transfer (book entry or
      otherwise) of any certificate or uncertificated interest representing any of
      the
      Shares, unless such transfer is made in compliance with this Voting
      Agreement.

    


    1.5.   Notification.
      

    


    If
      the
      Stockholder or Stockholder Affiliates become aware of an Acquisition Proposal
      or
      if an Acquisition Proposal is hereafter made or if any request for nonpublic
      information relating to the Company or any of the Stockholder Affiliates is
      made
      by any person or entity that has made an Acquisition Proposal or has advised
      the
      Stockholder or Stockholder Affiliates that it may be considering making an
      Acquisition Proposal, the Stockholder shall within 24 hours notify STI of the
      material details of such Acquisition Proposal or request (including the identity
      of the person or entity making such Acquisition Proposal, the terms thereof
      and
      the information requested thereby) and shall within 24 hours provide STI with
      a
      copy of any Acquisition Proposal or request that is made in writing and copies
      of all correspondence relating thereto. Thereafter the Stockholder shall keep
      STI fully apprised on a current basis of the status of any such Acquisition
      Proposal and of any modifications to the terms thereof. The Stockholder hereby
      agrees to immediately cease and cause to be terminated all existing discussions
      or negotiations with any parties other than STI conducted heretofore with
      respect to any Acquisition Proposal.

    


    ARTICLE
      II


    REPRESENTATIONS
      AND WARRANTIES OF THE STOCKHOLDER,


    STI
      AND SENTINEL

    


    Each
      of
      the Stockholder, STI and Sentinel (collectively, the “Undersigned”), as
      applicable, hereby represents and warrants as to itself and
      individually:

    

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    2.1.   Due
      Authorization, Etc. 

    


    The
      Undersigned has all requisite power and authority and the legal capacity to
      execute, deliver and perform this Voting Agreement and to consummate the
      transactions contemplated hereby. The execution, delivery and performance of
      this Voting Agreement and the consummation of the transactions contemplated
      hereby have been duly authorized by all necessary action on the part of each
      of
      the Undersigned party. This Voting Agreement has been duly executed and
      delivered on behalf of such Undersigned party and constitutes a legal, valid
      and
      binding obligation of such Undersigned, enforceable against such Undersigned
      party in accordance with its terms, except that such enforceability may be
      limited by bankruptcy, insolvency, moratorium or other similar laws affecting
      or
      relating to creditors’ rights generally, and is subject to general principles of
      equity. 

     

    ARTICLE
      III


    REPRESENTATIONS
      OF THE STOCKHOLDER,

     

    The
      Stockholder hereby represents:

    


    3.1.   Valid
      Title of Stockholder. 

    


    After
      giving full effect to the conversion of the Note (up to the Conversion Amount)
      in accordance with the terms of the Exercise Agreement, the Stockholder shall
      be
      the lawful holder of the Shares with no restrictions on the Stockholder’s voting
      rights or rights of disposition pertaining thereto. None of the Shares will
      be
      subject to any voting trust or other agreement or arrangement with respect
      to
      the voting of the Shares. None of the Shares will be subject to any adverse
      claims, options, liens, charges, encumbrances, security interests or other
      restrictions on transfer.

    


    3.2.   Total
      Shares. 

    


    After
      giving full effect to the conversion of the Note (up to the Conversion Amount)
      in accordance with the terms of the Exercise Agreement, the Stockholder will
      be
      the record holder of the number of Shares set forth next to such Stockholder’s
      name on Schedule
      I
      hereto.
      After the date hereof, and except as set forth on Schedule
      I
      hereto,
      neither the Stockholder, nor any Stockholder Affiliate, own any Shares, or
      options or warrants to purchase, instruments convertible into or rights to
      subscribe for or otherwise acquire any securities of the Company. After giving
      full effect to the conversion of the Note (up to the Conversion Amount), the
      Stockholder and Stockholder Affiliates will have sole voting power and sole
      power to issue instructions with respect to the matters set forth in this Voting
      Agreement, sole power of disposition, sole power of conversion and sole power
      to
      agree to all of the matters set forth in this Voting Agreement, in each case
      with respect to all of the Shares that will be owned by the Stockholder and
      Stockholder Affiliates with no limitations, qualifications or restrictions
      on
      such rights, subject to applicable securities laws and the terms of this Voting
      Agreement.

    

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      IV


    INDEMNIFICATION

    


    4.1.   Indemnification.

    


    Each
      party agrees to indemnify and hold the each other party and their respective
      directors, officers, employees, agents and stockholders (collectively, the
      “Indemnitees”) harmless against and in respect of any and all Damages (as
      defined herein) that any Indemnitee actually suffers or incurs as a result
      of a
      breach by such party of any of the representations set forth herein. As used
      in
      this Voting Agreement, the term “Damages” shall include, as to any Indemnitee,
      any loss, damage, injury, liability, charge, cost or expense of any nature
      actually incurred (including reasonable attorneys’ and accountants’ fees), paid,
      suffered or borne by such Indemnitee as a result of a breach by such party
      of
      any of the representations set forth herein.

     

    ARTICLE
      V


    MISCELLANEOUS

    


    5.1.   Termination.
      

    


    This
      Agreement shall terminate automatically and without any action of any of the
      parties hereto and be of no further force and effect upon the earlier to occur
      of: (i) the Termination Date, (ii) the written mutual consent of the parties
      hereto or (iii) the Expiration Date (as defined below). No such termination
      of
      this Voting Agreement shall relieve any party hereto from any liability for
      any
      breach of this Voting Agreement prior to termination or from any obligation
      pursuant to a notice delivered on or before the date of such termination. As
      used herein, the “Expiration Date” shall mean the earlier to occur of (a) the
      occurrence of the Closing (as defined in the Purchase Agreement), or (b) the
      termination of the Purchase Agreement according to its terms.

    


    5.2.   Further
      Assurance. 

    


    From
      time
      to time, at the request of another party hereto and without consideration,
      each
      party hereto shall execute and deliver such additional documents and take all
      such further action as may be necessary or desirable to consummate and make
      effective, in the most expeditious manner practicable, the transactions
      contemplated by this Voting Agreement.

    


    5.3.   Certain
      Events; Successors. 

    


    The
      Stockholder agrees that this Voting Agreement and the Stockholder’s obligations
      hereunder shall attach to the Shares and shall be binding upon any person or
      entity to which legal or beneficial ownership of the Shares shall pass, whether
      by operation of law or otherwise, including, without limitation, the
      Stockholder’s or Stockholder Affiliates’ successors or assigns. Notwithstanding
      any transfer of the Shares, the transferor shall remain liable for the
      performance of all its obligations under this Voting Agreement.

    

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    5.4.   No
      Waiver. 

    


    The
      failure of any party hereto to exercise any right, power, or remedy provided
      under this Voting Agreement or otherwise available in respect hereof at law
      or
      in equity, or to insist upon compliance by any other party hereto with its
      obligations hereunder, or any custom or practice of the parties at variance
      with
      the terms hereof, shall not constitute a waiver by such party of its right
      to
      exercise any such or other right, power or remedy or to demand such
      compliance.

    


    5.5.   Notice.
      

     

    
      All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally, the day of transmission if a business
        day
        or, if not, the next business day thereafter, if delivered by telecopier
        (with
        confirmation of receipt), the next business day if delivered by an
        internationally recognized overnight courier service, such as Federal Express,
        or the third business day if mailed by registered or certified mail (return
        receipt requested) to the parties at the following addresses (or at such
        other
        address for a party as shall be specified by like notice):

       

      
        
          	 	
                  If
                    to STI or Sentinel, to:

                
	 	 
	 	
                  Sentinel
                    Technologies, Inc. or Sentinel Operating, L.P.

                
	 	
                  c/o
                    LLG, LLC

                
	 	
                  9423
                    Desert Willow Road

                
	 	
                  Highlands
                    Ranch, Colorado 80129

                
	 	
                  Attention:

                	
                  Jeffrey
                    Galgano, Chief Financial Officer

                
	 	
                  Facsimile:

                	
                  (303)
                    734-4733

                
	 	 
	 	
                  with
                    a copy to:

                
	 	 
	 	
                  Hensley
                    Kim & Edgington, LLC

                
	 	
                  1660
                    Lincoln Street

                
	 	
                  Suite
                    3050

                
	 	
                  Denver,
                    Colorado 80264

                
	 	
                  Attention:
                    Darren R. Hensley, Esq.

                
	 	
                  John
                    P.J. Kim, Esq.

                
	 	
                  Fax:
                    (720) 377-0777

                
	 	 
	 	
                  If
                    to the Company:

                
	 	 
	 	
                  Tidel
                    Technologies, Inc.

                
	 	
                  2310
                    McDaniel Drive

                
	 	
                  Carrollton,
                    Texas 75006

                
	 	
                  Attn:
                    Chairman

                
	 	
                  Fax:
                    (972) 241-6229

                


        

         

      

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

    

    
      
        	 	
                With
                  a copy to :

              
	 	 
	 	
                Adam
                  W. Finerman

              
	 	
                Olshan
                  Grundman Frome Rosenzweig & Wolosky LLP

              
	 	
                Park
                  Avenue Tower

              
	 	
                65
                  East 55th Street

              
	 	
                New
                  York, New York 10022

              
	 	
                (212)
                  451-2289 phone

              
	 	
                (212)
                  451-2222 fax

              
	 	
                afinerman@olshanlaw.com

              
	 	 
	 	
                If
                  to the Stockholder:

              
	 	 
	 	
                Laurus
                  Master Fund, Ltd.

              
	 	
                c/o
                  M&C Corporate Services Limited

              
	 	
                P.O.
                  Box 309 GT

              
	 	
                Ugland
                  House 

              
	 	
                George
                  Town

              
	 	
                South
                  Church Street

              
	 	
                Grand
                  Cayman, Cayman Islands

              
	 	
                Facsimile:

              	
                345-949-8080

              
	 	 
	 	
                with
                  a copy to:

              
	 	 
	 	
                Laurus
                  Capital Management, LLC

              
	 	
                825
                  Third Avenue, 14th Floor

              
	 	
                New
                  York, NY 10022

              
	 	
                Facsimile:
                  212-541-4434

              
	 	
                Attn:
                  John Tucker, Esq.

              


      

    

     

    
      5.6.   Effect
        of Headings. 

       

      The
        Article and Section headings contained in this Voting Agreement are for
        convenience only and shall not affect the construction or interpretation
        of this
        Voting Agreement.

       

      5.7.   Severability.
        

       

      If
        any
        term, provision, covenant or restriction of this Voting Agreement is held
        by a
        court of competent jurisdiction to be invalid, void or unenforceable, then
        the
        remainder of the terms, provisions, covenants and restrictions of this Voting
        Agreement shall remain in full force and effect and shall in no way be affected,
        impaired or invalidated.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      5.8.   Entire
        Agreement. 

       

      This
        Voting Agreement contains the entire understanding of the parties in respect
        of
        the subject matter hereof, and supersedes all prior negotiations and
        understandings between the parties with respect to such subject matter.


       

      5.9.   Assignment
        and Binding Effect. 

       

      Neither
        this Voting Agreement nor any of the rights, interests or obligations hereunder
        shall be assigned by any party hereto (whether by operation of law or otherwise)
        without the prior written consent of the other parties, and any such assignment
        shall be void, except that STI may assign, in its sole discretion, any or
        all of
        its rights, interests and obligations hereunder to any direct or indirect
        subsidiary of STI or to a successor corporation or other successor entity
        in the
        event of a merger, acquisition, consolidation or other transfer if each such
        assignee, prior to the completion of the assignment, shall have executed
        and
        delivered to Stockholder documents assuming the obligations of STI under
        this
        Voting Agreement Subject to the preceding sentence, this Voting Agreement
        will
        be binding upon, inure to the benefit of, and be enforceable by the parties
        and
        their respective successors and assigns.

       

      5.10.       
        Governing
        Law. 

       

      This
        Voting Agreement shall be governed by and construed in accordance with the
        laws
        of the State of Delaware without reference to such state’s principles of
        conflicts of laws.

       

      5.11.       
        Amendment
        and Modification. 

       

      This
        Voting Agreement may not be modified, amended, altered or supplemented except
        by
        the execution and delivery of a written agreement executed by the parties
        hereto.

       

      5.12.       
        Specific
        Performance; Injunctive Relief. 

       

      (a)    The
        parties hereto acknowledge that STI will be irreparably harmed and that there
        will be no adequate remedy at law for a violation of any of the covenants
        or
        agreements of the other parties hereto set forth herein. Therefore, it is
        agreed
        that, in addition to any other remedies that may be available to STI upon
        any
        such violation, STI shall have the right to enforce such covenants and
        agreements by specific performance, injunctive relief or by any other means
        available to STI at law or in equity and the other parties hereto hereby
        waive
        any and all defenses which could exist in their favor in connection with
        such
        enforcement and waives any requirement for the security or posting of any
        bond
        in connection with such enforcement. 

       

      (b)    The
        parties hereto acknowledge that Stockholder will be irreparably harmed and
        that
        there will be no adequate remedy at law for a violation of any of the covenants
        or agreements of the other parties hereto set forth herein. Therefore, it
        is
        agreed that, in addition to any other remedies that may be available to
        Stockholder upon any such violation, Stockholder shall have the right to
        enforce
        such covenants and agreements by specific performance, injunctive relief
        or by
        any other means available to Stockholder at law or in equity and the other
        parties hereto hereby waives any and all defenses which could exist in their
        favor in connection with such enforcement and waives any requirement for
        the
        security or posting of any bond in connection with such enforcement.



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      5.13.       
        Counterparts.
        

       

      This
        Voting Agreement may be executed in two or more counterparts, and by the
        different parties hereto in separate counterparts, each of which when executed
        shall be deemed to be an original but all of which shall constitute one and
        the
        same agreement. This Voting Agreement (or any counterpart hereof) may be
        delivered by a party by facsimile, which facsimile shall be effectual as
        if the
        original counterpart had been delivered.

       

      *
        * * *
        *

    

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, STI, Sentinel, the Company, and the Stockholder have caused
      this Voting Agreement to be executed as of the date first written
      above.

     

    

      
        	 	
                SENTINEL
                  TECHNOLOGIES, INC.

              
	 	 	 
	 	
                /s/
                  Raymond P. Landry

              
	 	
                By:

              	
                Raymond
                  P. Landry

              
	 	
                Title:

              	
                Chief
                  Executive Officer 

              
	 	 	 
	 	
                SENTINEL
                  OPERATING, L.P.

              
	 	
                By:

              	
                Sentinel
                  Cash Systems, L.L.C.,

              
	 	 	
                its
                  general partner

              
	 	 
	 	
                /s/
                  Raymond P. Landry

              
	 	
                By:

              	
                Raymond
                  P. Landry

              
	 	
                Title:

              	
                President

              
	 	 	 
	 	
                TIDEL
                  TECHNOLOGIES, INC.

              
	 	 	 
	 	
                /s/
                  Jerell G. Clay 

              
	 	
                By:

              	
                Jerrell
                  G. Clay

              
	 	
                Title:

              	
                Director

              
	 	 	 
	 	
                LAURUS
                  MASTER FUND, LTD.

              
	 	 	 
	 	
                /s/
                  Eugene Grin

              
	 	
                By:

              	
                Eugene
                  Grin

              
	 	
                Title:

              	
                Director