Exhibit 10.6


    
      

    

    Exhibit
      10.6

     

    


    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”);
      Mark
      K. Levenick; Jerrell G. Clay; Raymond P. Landry; Stephen P. Griggs; Robert
      D.
      Peltier; M. Flynt Moreland; and Troy D. Richard (each a “Stockholder”
and
      collectively, the “Stockholders”).
      Capitalized terms used but not defined herein shall have the same meanings
      ascribed thereto in the Purchase Agreement (defined below).

     

    RECITALS

     

    A.    Contemporaneously
      with the execution and delivery of this 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 the date hereof, as
      the
      same may be amended from time to time, (the “Purchase
      Agreement”),
      which
      provides that, upon the terms and subject to the conditions set forth therein,
      Sentinel will purchase the assets of Division from the Company and Engineering
      (the “Transaction”).

     

    B.    As
      of the
      date hereof, each Stockholder beneficially owns the number of shares of common
      stock, par value $.01 per share, of the Company set forth opposite such
      Stockholder’s name on Schedule I hereto (all such shares so owned and which may
      hereafter be acquired by such Stockholder prior to the termination of this
      Agreement, whether upon the exercise of options, conversion of notes, or by
      any
      other means of purchase, dividend, acquisition, distribution or otherwise,
      being
      referred to herein as such Stockholder’s “Shares”). 

     

    C.    In
      connection with the Transaction and pursuant to the terms of the Purchase
      Agreement, each Stockholder has agreed to grant STI an irrevocable proxy to
      vote
      the Stockholder’s Shares in favor of the approval and adoption of (i) the
      Purchase Agreement and the transactions contemplated thereby, (ii) the amendment
      to the Company’s certificate of incorporation to change the Company’s name such
      that it does contain the terms “Tidel” or “Sentinel” or any derivations thereof
      (the “Amendment”),
      and
      (iii) any motion for adjournment or postponement of the Parent Stockholder
      Meeting 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”).

     

    D.    As
      a
      condition to their willingness to enter into the Purchase Agreement, Sentinel
      has requested that the Stockholders enter into this Agreement.

     

    E.    In
      order
      to induce Sentinel to enter into the Purchase Agreement, the Stockholders are
      willing to enter into this 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
        of Shares. 

       

      From
        the
        date hereof until the termination of this Agreement, at any meeting of the
        stockholders of the Company, however called, and in any action by consent
        of the
        stockholders of the Company, each Stockholder shall vote such Stockholder’s
        Shares (i) in favor of the approval and adoption of the Purchase Agreement
        (as amended from time to time pursuant to the terms thereof) and the
        transactions contemplated thereby, (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, any change in the directors of
        the
        Company, any change in the present capitalization of the Company 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 (ii) 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, (iii) in favor of the approval and
        adoption of the Amendment, (iv) in favor of the approval and adoption of
        the
        Motion, and (v) in favor of any other matter 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 necessary in order
        to
        effectuate the foregoing, including the ability for STI or its nominees to
        vote
        such Shares directly.

       

    

    
      1.2  Irrevocable
        Proxy.

       

      Each
        Stockholder hereby agrees to deliver to STI a duly executed proxy in the
        form
        attached hereto as Exhibit A concurrently with the execution and delivery
        of
        this Agreement (the “Proxy”), such Proxy to cover the Shares in respect of which
        Stockholder is entitled to (i) vote at each meeting of the stockholders of
        the
        Company (including, without limitation, each written consent in lieu of a
        meeting) in favor of the approval and adoption of (a) the Purchase Agreement
        and
        the transactions contemplated thereby, (b) the Amendment, and (c) the Motion,
        (ii) to vote 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, any change in the directors of the Company,
        any
        change in the present capitalization of the Company 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 (ii) 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) demand that the Secretary or any
        other
        appropriate officer of the Company call a special meeting of the stockholders
        of
        the Company for the purpose of considering the Transaction, the Purchase
        Agreement, the Amendment and all other transactions contemplated thereby.
        Each
        Stockholder hereby revokes any and all prior proxies or powers of attorney
        given
        by such Stockholder with respect to the Shares, other than any proxy given
        in
        respect to the approval of the sale of the Company’s ATM business to NCR Texas
        LLC pursuant to the NCR Purchase Agreement. The Proxy shall automatically
        terminate and be of no further force or effect upon any termination of this
        Agreement.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      1.3  No
        Proxies for or Transfers of Stockholder Shares. 

       

      Except
        as
        contemplated by the terms of this Agreement, from the date hereof until the
        termination of this Agreement, each Stockholder hereby agrees that such
        Stockholder shall not, without the prior written consent of STI, which may
        be
        withheld in the sole discretion of STI, directly or indirectly, (i) grant
        any
        proxies or enter into any voting trust or other agreement, arrangement or
        understanding with respect to the voting of any such Stockholder’s Shares, or
        (ii) 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 such Stockholder’s Shares. Each
        Stockholder hereby agrees such Stockholder shall not seek or solicit any
        such
        sale, assignment, transfer, encumbrance, pledge or other disposition or any
        such
        contract, option or other agreement, arrangement or understanding and agrees
        to
        notify STI promptly (but in any event, within 24 hours), and to provide all
        details requested by STI, if such Stockholder shall be approached or solicited,
        directly or indirectly, by any person with respect to any of the foregoing.
        Notwithstanding any other provision of this Section 1.3, each Stockholder
        may
        sell or otherwise assign, with or without consideration, an unlimited amount
        of
        such Stockholder’s Shares to any spouse or member of his immediate family, or to
        a custodian, trustee (including a trustee of a voting trust), executor or
        other
        fiduciary for the account of his spouse or members of his immediate family,
        or
        to a trust for himself, or to a charitable remainder trust, or to any entity
        that is wholly owned by members of such Stockholder’s immediate family, provided
        that 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 such Stockholder under this Agreement with respect
        to the transferred securities, such documents to be satisfactory to STI in
        its
        sole discretion. 

       

      1.4  Stop
        Transfer. 

       

      During
        the term of this Agreement, no Stockholder shall request that the Company
        register the transfer (book-entry or otherwise) of any certificate or
        uncertificated interest representing any of such Stockholder’s Shares, unless
        such transfer is made in compliance with this Agreement.

       

      1.5  Notification.
        

       

      If
        any
        Stockholder becomes 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 its subsidiaries is made by any person or entity
        that
        has made an Acquisition Proposal or has advised such Stockholder that it
        may be
        considering making an Acquisition Proposal, such 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 such 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. Each 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.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      1.6  Additional
        Documents.  

       

      Each
        Stockholder hereby covenants and agrees to execute and deliver any and all
        additional documents necessary or desirable, in the reasonable opinion of
        STI,
        to carry out the purpose and intent of this Agreement.

       

    

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF STOCKHOLDERS

     

    Each
      Stockholder hereby represents and warrants to STI and Sentinel as
      follows:

     

    2.1  Due
      Authorization, Etc. 

     

    
      Such
        Stockholder has all requisite power and authority and the legal capacity
        to
        execute, deliver and perform this Agreement, to appoint STI as its proxy
        and to
        consummate the transactions contemplated hereby. The execution, delivery
        and
        performance of this Agreement, the appointment of STI as such Stockholder’s
        proxy and the consummation of the transactions contemplated hereby have been
        duly authorized by all necessary action on the part of such Stockholder.
        This
        Agreement has been duly executed and delivered by or on behalf of such
        Stockholder and constitutes a legal, valid and binding obligation of such
        Stockholder, enforceable against each Stockholder 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. There is no
        beneficiary or holder of a voting trust certificate or other interest of
        any
        trust of which such Stockholder is trustee whose consent is required for
        the
        execution and delivery of this Agreement or the consummation by such Stockholder
        of the transactions contemplated hereby.

      


      2.2  No
        Conflicts; Required Filings and Consents. 

       

      The
        execution and delivery of this Agreement by such Stockholder does not, and
        the
        performance of this Agreement by such Stockholder will not, (i) conflict
        with or
        violate any law applicable to such Stockholder or by which such Stockholder
        or
        any of such Stockholder’s properties is bound or affected, or (ii) result in the
        creation of a lien or encumbrance on such Stockholder’s Shares pursuant to any
        note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
        franchise or other instrument or obligation to which such Stockholder is
        a party
        or by which such Stockholder or any of such Stockholder’s assets is bound or
        affected.

       

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

      


      2.3  Valid
        Title. 

       

      Such
        Stockholder is the sole, true, lawful and beneficial owner of such Stockholder’s
        Shares with no restrictions on such Stockholder’s voting rights or rights of
        disposition pertaining thereto. None of such Stockholder’s Shares is subject to
        any voting trust or other agreement or arrangement with respect to the voting
        of
        such Shares. None of such Stockholder’s Shares is subject to any adverse claims,
        options, liens, charges, encumbrances, security interests or other restrictions
        on transfer.

       

      2.4  Total
        Shares. 

       

      Each
        Stockholder is the record and beneficial owner of the number of Shares set
        forth
        next to such Stockholder’s name on Schedule I hereto. Except as set forth on
        Schedule I hereto, neither such Stockholder nor any beneficial owner or owners
        of such Stockholder’s Shares own any Shares, or options or warrants to purchase
        or rights to subscribe for or otherwise acquire any securities of the Company.
        Except as set forth on Schedule I hereto, each Stockholder has sole voting
        power
        and sole power to issue instructions with respect to the matters set forth
        in
        this Agreement, sole power of disposition, sole power of conversion and sole
        power to agree to all of the matters set forth in this Agreement, in each
        case
        with respect to all of the Shares beneficially owned by such Stockholder
        with no
        limitations, qualifications or restrictions on such rights, subject to
        applicable securities laws and the terms of this Agreement.

       

      2.5  Community
        Property. 

       

      If
        the
        Stockholder is married and the Stockholder’s Shares constitute community
        property or spousal approval is otherwise required for this Agreement to
        be
        legal, valid and binding, then, to the extent so required, this Agreement
        has
        been duly authorized, executed and delivered by, and constitutes a legal,
        valid
        and binding agreement of the Stockholder’s spouse, enforceable against such
        spouse 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

      MISCELLANEOUS

       

      3.1       
        Termination.
        

       

      This
        Agreement and each Proxy granted pursuant to Article I 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 written
        mutual consent of the parties hereto, or (ii) the Expiration Date (as
        defined below). No such termination of this Agreement shall relieve any party
        hereto from any liability for any breach of this 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 (i) the Closing (as defined in the Purchase Agreement), or (ii)
        the
        termination of the Purchase Agreement according to its terms.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      3.2  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 Agreement.

      


      3.3  Certain
        Events; Successors. 

       

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

      


      3.4  No
        Waiver. 


       

      The
        failure of any party hereto to exercise any right, power, or remedy provided
        under this 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, 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.

      


      3.5  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):

    

    
       

      
        
          	 	
                  (a)

                	
                  if
                    to STI or Sentinel, to:

                


        

         

        Sentinel
          Technologies, Inc.

        9423
          Desert Willow Road

        Highlands
          Ranch, Colorado 80129

        Attn:
          Jeffrey Galgano

        Fax:
          (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

        Attention:
          Stephen P. Griggs

        Fax:
          (972) 241-6229

        


        with
          a
          copy to:

         

        Olshan
          Grundman Frome Rosenzweig & Wolosky LLP

        Park
          Avenue Tower

        65
          East
          55th Street

        New
          York,
          New York 10022

        Attention:
          Adam W. Finerman, Esq.

        (212)
          451-2222 fax

        


        and

      

       

      (b)          
        If to a Stockholder, to the address set forth below such Stockholder’s name on
        Schedule I hereto.

       

      3.6  Effect
        of Headings. 

       

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

        


        3.7  Severability.
          

         

        If
          any
          term, provision, covenant or restriction of this 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 Agreement
          shall
          remain in full force and effect and shall in no way be affected, impaired
          or
          invalidated.


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        3.8  Entire
          Agreement.
          

         

        This
          Agreement and the Proxy contain the entire understanding of the parties
          in
          respect of the subject matter hereof, and supersede all prior negotiations
          and
          understandings between the parties with respect to such subject matter.
          

        


        3.9  Assignment
          and Binding Effect. 

         

        Neither
          this 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
          wholly
          owned subsidiary of STI or to a successor corporation or other successor
          entity
          in the event of a merger, acquisition, consolidation or other transfer.
          Subject
          to the preceding sentence, this Agreement will be binding upon, inure to
          the
          benefit of, and be enforceable by the parties and their respective successors
          and assigns.

        


        3.10    Governing
          Law. 

         

        This
          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.

        


        3.11    Amendment
          and Modification. 

         

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

        


        3.12    Specific
          Performance; Injunctive Relief.
          


         

        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 each Stockholder 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 each Stockholder hereby waives any and all defenses
          which could exist in its favor in connection with such enforcement and
          waives
          any requirement for the security or posting of any bond in connection with
          such
          enforcement. 

        


        3.13    Counterparts.
          

         

        This
          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 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. 


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        3.14    Third
          Party Beneficiary. 

         

        The
          parties to this Agreement hereby acknowledge and agree that Laurus Master
          Fund,
          Ltd., a Cayman Island company (“Laurus”),
          shall
          be a third party beneficiary to this Agreement entitled to the rights,
          but shall
          not assume the obligations or liabilities, of STI hereunder with respect
          to the
          transactions contemplated hereby. In addition, this Agreement shall not
          be
          modified, amended, altered or supplemented without the prior written consent
          of
          Laurus, such consent not to be unreasonably withheld.  The rights conferred
          to Laurus under this Section 3.14 shall be deemed to be coupled with an
          interest
          and irrevocable without the prior written consent of Laurus. 


      

       

      *
        * * * *


       

      
        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

       

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

         

      

      
        	 	
                SENTINEL
                  TECHNOLOGIES, INC.

              
	 	 
	 	 
	 	
                /s/Raymond
                  P. Landry

              
	 	
                By:

              	
                Raymond
                  P. Landry

              
	 	
                Title:

              	
                CEO

              
	 	 	 
	 	 	 
	 	
                SENTINEL
                  OPERATING, L.P.

              
	 	 
	 	
                By:
                  

              	
                Sentinel
                  Cash Systems, L.L.C.,

              
	 	
                Its:

              	
                General
                  Partner

              
	 	 	 
	 	 	 
	 	By:	
                /s/Raymond
                  P. Landry

              
	 	 	
                Raymond
                  P. Landry

              
	 	 	
                President

              
	 	 
	 	 
	 	
                TIDEL
                  TECHNOLOGIES, INC.

              
	 	 
	 	 
	 	
                /s/
                  Jerrell G. Clay

              
	 	
                By:
                  

              	
                Jerrell
                  G. Clay

              
	 	
                Title:

              	
                Director

              
	 	 
	 	 
	 	
                STOCKHOLDERS:

              
	 	 
	 	 
	 	
                /s/
                  Mark. K. Levenick

              
	 	
                MARK
                  K. LEVENICK 

              
	 	 
	 	 
	 	
                /s/
                  Jerrell G. Clay

              
	 	
                JERRELL
                  G. CLAY 

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                /s/
                  Raymond P. Landry

              
	 	
                RAYMOND
                  P. LANDRY

              
	 	 
	 	 
	 	
                /s/
                  Stephen P. Griggs

              
	 	
                STEPHEN
                  P. GRIGGS

              
	 	 
	 	 
	 	
                /s/
                  Robert D. Peltier

              
	 	
                ROBERT
                  D. PELTIER

              
	 	 
	 	 
	 	
                /s/
                  M. Flynt Moreland

              
	 	
                M.
                  FLYNT MORELAND

              
	 	 
	 	 
	 	
                /s/
                  Troy D. Richard

              
	 	
                TROY
                  D. RICHARD

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
          
          

        

      

    


    EXHIBIT
      A

    


    IRREVOCABLE
      PROXY

    TO
      VOTE STOCK OF

    TIDEL
      TECHNOLOGIES, INC.

    (a
      Delaware Corporation)

    


    


    The
      undersigned Stockholder of Tidel Technologies, Inc., a Delaware corporation
      (the
“Company”),
      hereby irrevocably (to the fullest extent permitted by the Delaware General
      Corporation Law) appoints Sentinel Technologies, Inc., a Delaware corporation
      (“STI”),
      or
      any designee of STI, as the sole and exclusive attorney and proxy of the
      undersigned, with full power of substitution and resubstitution, to vote and
      exercise all voting and related rights (to the fullest extent that the
      undersigned is entitled to do so) with respect to all of the shares of capital
      stock of the Company that now are or hereafter may be beneficially owned by
      the
      undersigned, and any and all other shares or securities of the Company issued
      or
      issuable in respect thereof on or after the date hereof (collectively, the
      “Shares”)
      in
      accordance with the terms of this Irrevocable Proxy. The Shares beneficially
      owned by the undersigned Stockholder of the Company as of the date of this
      Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon
      the undersigned’s execution of this Irrevocable Proxy and other than any proxy
      given in respect to the approval of the sale of the Company’s ATM business to
      NCR Texas LLC pursuant to the NCR Purchase Agreement, any and all prior proxies
      given by the undersigned with respect to any Shares are hereby revoked and
      the
      undersigned agrees not to grant any subsequent proxies with respect to the
      Shares until after the termination of the Voting Agreement (as hereinafter
      defined).

    


    This
      Irrevocable Proxy is irrevocable (to the extent provided by the Delaware General
      Corporation Law), is coupled with an interest, and is granted in consideration
      of STI entering into that certain Voting Agreement (the “Voting
      Agreement”),
      dated
      as of even date herewith, by and among STI; Sentinel Operating, L.P., a Texas
      limited partnership and an affiliate of STI (“Sentinel”),
      the
      Company, the undersigned and certain other stockholders of the Company, and
      that
      certain Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of January__, 2006, by and among the Company; Tidel Engineering, L.P., a
      Delaware limited partnership and an affiliate of the Company (“Engineering”)
      and
      Sentinel, which Purchase Agreement provides for the purchase of the assets
      of
      Division from the Company and Engineering (the “Transaction”).
      Notwithstanding the foregoing, this Irrevocable Proxy shall terminate and be
      of
      no further force or effect upon any termination of the Voting
      Agreement.

    


    The
      attorney and proxy named above is hereby authorized and empowered by the
      undersigned, at any time prior to the termination of the Voting Agreement,
      to
      act as the undersigned’s attorney and proxy to vote the Shares, and to exercise
      all voting and other rights of the undersigned with respect to the Shares
      (including, without limitation, the power to execute and deliver written
      consents pursuant to the Delaware General Corporation Law), at any annual,
      special or adjourned meeting of the stockholders of the Company and in every
      written consent in lieu of such meeting as follows:


    
      
         

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i)    
in
      favor
      of the approval and adoption of the Purchase Agreement (as amended from time
      to
      time pursuant to the terms thereof), and the transactions contemplated thereby;
      

    


    (ii)   
         against
      any 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, any change
      in the directors of the Company, any change in the present capitalization of
      the
      Company 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
      (ii)
      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;


    


    (iii)   in
      favor
      of the approval and adoption of the amendment to the Company’s certificate of
      incorporation to change the Company’s name such that it does contain the terms
“Tidel” or “Sentinel” or any derivations thereof; 

    


    (iv)   in
      favor
      of the approval and adoption of any motion for adjournment or postponement
      of
      the meeting 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 items (i) and (iii) above; and

    


    (v)
   in
      favor
      of any other matter 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 necessary in order to effectuate the foregoing,
      including the ability for STI or its nominees to vote such Shares
      directly.

    


    The
      attorney and proxy named above is hereby authorized and empowered by the
      undersigned to demand that the Secretary or any other appropriate officer of
      the
      Company call a special meeting of the stockholders of the Company for the
      purpose of voting on matters set forth in clauses (i) and (iii) of the preceding
      paragraph. The Stockholder may vote the Shares on all other matters not
      specifically referred to in this Irrevocable Proxy, and the attorney and proxy
      named above may not exercise this Irrevocable Proxy with respect to such other
      matters. Without limiting the generality of the foregoing, this Irrevocable
      Proxy may not be used to waive or amend any material rights or obligations
      of
      the undersigned under the Voting Agreement, the Purchase Agreement or
      otherwise.

    


    All
      authority herein conferred shall survive the death or incapacity of the
      undersigned and any obligation of the undersigned hereunder shall be binding
      upon the heirs, personal representatives, successors and assigns of the
      undersigned. Capitalized terms used by not defined herein shall have the same
      meanings ascribed thereto in the Purchase Agreement.


    
      
         

      

      
        2

        
          

        

      

      
        
        

      

    


    This
      Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable
      and terminates upon the termination of the Voting Agreement.

     

    
      
        	
                Dated:  January__,
                  2006

              	 	 	 
	 	
                By:
                  

              	  
  
	 	 	 
	 	
                (Signature
                  of Stockholder)

              
	 	 	 	 
	 	
                Name:
                  

              	 
  
	 	 	 
	 	
                (Print
                  Name of Stockholder)

              
	 	 	 
	 	
                Shares
                  beneficially owned:

              
	 	 	 
	 	
                  

              	
                  

              	
                shares
                  of Common Stock of Company

              
	 	 	 	 
	 	
                  

              	
                  

              	
                shares
                  of Common Stock of Company underlying Company Convertible
                  Notes

              
	 	 	 	 
	 	
                  

              	
                  

              	
                shares
                  of Common Stock of Company underlying options

              
	 	 	 	 
	 	
                  

              	
                  

              	
                shares
                  of Common Stock of Company underlying
                  warrants

              


      

    

     

     

    3