EXHIBIT 4.1

                           FIFTH AMENDMENT AND WAIVERS

FIFTH AMENDMENT AND WAIVERS TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of
October  13,  2009  (the  "Fifth   Amendment")   by  and  among  NAPCO  SECURITY
TECHNOLOGIES,  INC. f/k/a NAPCO SECURITY SYSTEMS,  INC., a Delaware  corporation
(the "The Borrower"),  CAPITAL ONE, N.A., a national banking  association,  HSBC
BANK USA, NATIONAL  ASSOCIATION,  a national banking association,  collectively,
the  "Lenders")  and HSBC BANK USA,  NATIONAL  ASSOCIATION,  a national  banking
association,  as  administrative  agent and  collateral  agent  for the  Lenders
hereunder (in such capacities,  the  "Administrative  Agent" and the "Collateral
Agent", respectively and each an "Agent").

                                    RECITALS

The Borrower,  the Lenders, and the Administrative Agent entered into an Amended
and Restated Credit Agreement dated as of August 18, 2008, as amended by a First
Amendment and Waivers dated November 17, 2008, as  supplemented by the extension
of the waivers  contained  in Section 3 of such First  Amendment  and Waivers to
January 15,  2009,  by letter of the Required  Lenders  dated as of December 30,
2008,  a Second  Amendment  and Waivers  dated as of January 29,  2009, a letter
agreement  dated  February 6, 2009, a Third  Amendment  and Waivers  dated as of
March 30,  2009 and a Fourth  Amendment  and  Waivers  dated as of June 25, 2009
(collectively,  the "Credit  Agreement"),  pursuant to which  certain  financial
accommodations were made available to the Borrower.

     The Borrower has requested  that the Lenders and the  Administrative  Agent
modify certain of the terms set forth in the Credit  Agreement and further waive
or extend waivers already provided and the Lenders and the Administrative  Agent
are  willing to modify  such terms and  provide  such  waivers but only upon and
subject to the following terms and conditions.

NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants  and
promises exchanged herein, the parties hereto mutually agree as follows:

     Section  1.  Definitions.   Except  as  otherwise  defined  in  this  Fifth
Amendment,  terms  defined in the Credit  Agreement  are used  herein as defined
therein.

     Section  2.  Amendment.  Subject  to the  satisfaction  of  the  conditions
precedent specified in Section 5 below no later than October 13, 2009:

     (a)  Section 7.1(f) is amended in its entirety to read as follows:

          "(f) within  twenty-five  (25) days after the end of each  month,  the
          internally  prepared  financial  statements  of the  Borrower  and its
          Consolidated  Subsidiaries which statements shall consist of a balance
          sheet,  income  statement,  and  statement  of  changes  in  financial
          position covering the period of the Borrower's  immediately  preceding
          month."

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     (b)  Section 7.2(b) is amended by deleting the text "subsections 7.1(a) and
(b)" in both  instances  where it appears and  inserting  the text  "subsections
7.1(a), 7.1(b) and 7.1(f)" in lieu thereof.

     (c)  Section 7.2(e) is amended in its entirety as follows:

          "(e) within five (5)  Business  Days after the close of each month and
          the first two week period of each such month,  an accounts  receivable
          aging report  (including a report  listing the accounts  receivable by
          Subsidiary),  an  accounts  payable  aging  report  and  an  inventory
          schedule  of the  Borrower  and all of its  Subsidiaries  in the  form
          previously  submitted to and found acceptable by the Lenders (modified
          to report  the  inventory  of the  Borrower  and its  Subsidiaries  by
          location)."

     (d)  Section 8.1 is amended by inserting the following new  sub-clauses (e)
and (f) therein:

          "(e)  Overadvances.  Permit  as of  the  end of  any  calendar  month,
          commencing  with the  calendar  month  ending  October 31,  2009,  the
          Overadvance  as of the end of such calendar month to exceed the amount
          set forth opposite the row captioned "Proposed Inventory Cap - @15% of
          Projections" for such calendar month on the collateral tracking report
          attached  to Fifth  Amendment  as Exhibit A thereto  (the  "Collateral
          Tracking Report").  "Overadvance" means the difference between (x) the
          sum of (i)  70% of the  value  of the  Loan  Parties'  gross  accounts
          receivable (with foreign accounts receivable to be excluded from gross
          accounts  receivable to the extent foreign accounts  receivable exceed
          15% of the gross accounts  receivable,  but only to the extent of such
          excess) plus (ii) 70% of the value (as determined in good faith by the
          Administrative  Agent or as set  forth in the  most  recent  appraisal
          conducted  by or  on  behalf  of  the  Administrative  Agent)  of  the
          Mortgaged  Property and (y) the outstanding  principal  balance of the
          Revolving Credit Loans plus the outstanding  principal  balance of the
          Term  Loans  plus  the  aggregate  amount  of  all  Letter  of  Credit
          Liabilities.

          (f)  Inventory  Caps.  Permit  as of the  end of any  calendar  month,
          commencing  with the calendar month ending October 31, 2009, (x) Gross
          Inventory  Reliance for such calendar  month to exceed the  percentage
          set forth opposite the row captioned  "Gross  Inventory  Reliance Cap"
          for such  calendar  month on the  Collateral  Tracking  Report and (y)
          Current  Inventory  Reliance  for such  calendar  month to exceed  the
          percentage  set forth  opposite the row captioned  "Current  Inventory
          Reliance  Cap" for such  calendar  month  on the  Collateral  Tracking
          Report.  "Gross Inventory Reliance" means the quotient (expressed as a
          percentage)  obtained by dividing the  Overadvance  for such  calendar
          month by Loan Parties' total  Inventory as the end such calendar month
          (with total  Inventory  determined  by adding the amounts set forth on
          the line items "Inventory,  Net" and "Non-current  inventory,  Net" on
          the Loan Parties  balance  sheet for such month).  "Current  Inventory
          Reliance" means the quotient  (expressed as a percentage)  obtained by
          dividing Overadvance for such calendar month by Loan Parties "current"
          Inventory as the end such  calendar  month (with  "current"  Inventory
          determined by taking the amount set forth on the line item "Inventory,
          Net" on the Loan Parties balance sheet for such month)."


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     (e)  Section 9(k) is amended in its entirety as follows:

          "(k) the Borrower  incurs,  on a consolidated  basis,  net income less
          than, or net losses in excess of, as applicable, the following amounts
          for the  corresponding  periods:  (i) month ending September 30, 2009,
          $940,000.00;  (ii) month  ending  October 31,  2009,  ($1,379,000.00);
          (iii) month ending November 30, 2009, ($851,000.00); (iv) month ending
          December 31, 2009,  $1,051,000.00;  (v) month ending January 31, 2010,
          ($1,303,000.00);  (vi) month ending February 28, 2010,  ($736,000.00);
          (vii) month ending March 31, 2010, $1,323,000.00;  (viii) month ending
          April 30,  2010,  ($1,227,000.00);  (ix) month  ending  May 31,  2010,
          ($604,000.00); and (x) month ending June 30, 2010, $1,563,000.00;

     Section 3.  Additional  Covenants.  The Borrower hereby further agrees that
the  following  covenants  and  agreements  shall be deemed a part of the Credit
Agreement and/or Security Agreement, as applicable.

     (a) By  November  6, 2009,  the  Borrower  shall  have  retained a business
consultant  satisfactory  to the  Administrative  Agent  and  Lenders  in  their
reasonable  discretion  pursuant to an  engagement  letter in form and substance
satisfactory  to the  Administrative  Agent  and  Lenders  in  their  reasonable
discretion  (the  "Business  Consultant").  The  scope  of the  engagement  will
include,  but not be limited to, vetting  projections,  reviewing efficiency and
integrity  of reporting  and systems,  reviewing  inventory  reserve  policy and
purchasing  policies,  and  reviewing  cost  cutting to date and  possible  cost
cutting  opportunities.  Each Loan Party hereby  consents to the  Administrative
Agent contacting the Business  Consultant directly with respect to the status of
Loan Parties'  business  operations,  the Loan Parties'  prospects and financial
condition, and hereby agrees that such communications shall not be restricted or
denied in any way. The  Borrower  further  agrees that the  Business  Consultant
and/or the Borrower shall deliver to the Administrative  Agent, for distribution
to the  Lenders,  copies of any  written  reports,  work  product,  information,
documents  or items  received  by the  Borrower  from the  Business  Consultant,
simultaneously  with the delivery or receipt of the same,  and any other written
reports and work  product of the  Business  Consultant  that the  Administrative
Agent  may  reasonably  request  in its sole  discretion.  After  the  retention
thereof,  the Borrower  shall not  terminate the Business  Consultant,  unless a
replacement  satisfactory  to the  Administrative  Agent  and  Lenders  in their
reasonable discretion has been retained pursuant to an engagement letter in form
and  substance  satisfactory  to the  Administrative  Agent and Lenders in their
reasonable discretion.

     (b) The Loan Parties consent to the retention by the  Administrative  Agent
(or its counsel) of an Appraisal Firm (the  "Appraiser") to conduct an appraisal
of the value of the Inventory,  machinery and equipment of the Loan Parties. The
Loan Parties shall cooperate with the Appraiser,  including without  limitation,
providing  the  Appraiser  with  access  to each  location  in which  Inventory,
machinery and equipment is located and furnishing the Appraiser with any and all
reports  as to  the  Inventory,  machinery  and  equipment,  all  as  reasonably
requested by the  Appraiser.  All costs and expenses of the  Appraiser  shall be
borne by and be the  responsibility  of the Borrower and shall be payable by the
Borrower on demand by the Administrative Agent.


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     (c) The Loan Parties consent to the retention by the  Administrative  Agent
(or its  counsel)  of an  Appraisal  Firm (the "RE  Appraisal")  to  conduct  an
appraisal of the Mortgaged  Property.  The Borrower shall  cooperate with the RE
Appraiser, including without limitation,  providing the RE Appraiser with access
to the  Mortgaged  Property  and any and all other  information  relating to the
Mortgaged  Property as reasonably  requested by the RE Appraiser.  All costs and
expenses  of  the  Appraisal  of  the  premises  shall  be  borne  by and be the
responsibility of the Borrower and shall be payable by the Borrower on demand by
the Administrative Agent.

     (d) The  Borrower  acknowledges  and agrees  that  Agents and  Lenders  may
exercise  their  rights to conduct  Collateral  field  examinations  pursuant to
Section 7.6 of the Credit  Agreement and Section 4 of the Security  Agreement no
less frequently than once each fiscal quarter of the Borrower.

     (e) (i) The  Borrower  shall  direct  all of each  Loan  Parties'  domestic
account  debtors to make all payments on the accounts  receivable  directly to a
post office box (the "Lock Box") designated by, and under the exclusive  control
of,  the  Administrative   Agent,  at  HSBC  or  another  financial  institution
acceptable  to  the  Administrative  Agent.  The  Borrower  shall  provide  such
assistance  as is  reasonably  requested  by  the  Administrative  Agent  in the
establishment of such Lock Box. The Borrower, in conjunction with Administrative
Agent,  shall  establish an account (the  "Dominion  Account") in the Borrower's
name,  for the  benefit of the  Administrative  Agent (or, at the request of the
Administrative Agent, in the Administrative Agent's name, for the benefit of the
Borrower),   at  HSBC  or  another  financial  institution   acceptable  to  the
Administrative  Agent, into which all payments received in the Lock Box shall be
deposited,  and into which the Borrower  will  immediately  deposit all payments
received by the Borrower or any other Loan Party on accounts  receivable  in the
identical form in which such payments were  received,  whether by cash or check.
If  the  Borrower,  any  Affiliate  or  Subsidiary,  any  shareholder,  officer,
director,  employee or agent of the Borrower or any Affiliate or Subsidiary,  or
any other Person  acting for or in concert with the Borrower  shall  receive any
monies,  checks,  notes,  drafts or other payments relating to or as proceeds of
accounts receivable or other Collateral, the Borrower and each such Person shall
receive all such items in trust for, and as the sole and exclusive  property of,
the Administrative Agent and, immediately upon receipt thereof,  shall remit the
same  (or  cause  the  same to be  remitted)  in kind to the  Dominion  Account.
Notwithstanding the foregoing, the Borrower and the Loan Parties may continue to
collect  payments on foreign  accounts  receivable  from their  foreign  account
debtors  and  deposit  such  amounts  in  deposit  accounts  maintained  in  the
applicable  foreign  jurisdiction;  provided that all amounts maintained in such
foreign deposit accounts  representing  proceeds of accounts receivable or other
Collateral  shall be wired in Dollars to the Dominion  Account at least once per
calendar month (or more frequently if requested by the Administrative  Agent) or
when  the  aggregate  balance  of all  such  foreign  deposit  accounts  exceeds
$150,000.   The  financial  institution  with  which  the  Dominion  Account  is
established  shall  acknowledge  and  agree,  in a  manner  satisfactory  to the
Administrative  Agent, that the amounts on deposit in such Lock Box and Dominion
Account are the sole and exclusive  property of the  Administrative  Agent, that
such financial  institution will follow the  instructions of the  Administrative


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Agent with respect to disposition of funds in the Lock Box and Dominion  Account
without further consent from the Borrower,  that such financial  institution has
no right to setoff against the Lock Box or Dominion Account or against any other
account maintained by such financial  institution into which the contents of the
Lock  Box  or  Dominion  Account  are  transferred,   and  that  such  financial
institution shall wire, or otherwise transfer in immediately  available funds to
the Administrative  Agent in a manner satisfactory to the Administrative  Agent,
funds  deposited  in the  Dominion  Account  on a daily  basis as such funds are
collected.  The Borrower agrees that all payments made to such Dominion  Account
or otherwise  received by the  Administrative  Agent,  whether in respect of the
accounts  receivable or as proceeds of other Collateral or otherwise (except for
proceeds of  Collateral  which are  required to be  delivered to the holder of a
Lien permitted under Section 8.3 of the Credit Agreement which is prior in right
of payment),  will be applied on account of the  Obligations in accordance  with
the terms of the Credit  Agreement.  The  Borrower  agrees to pay all  customary
fees, costs and expenses in connection with opening and maintaining the Lock Box
and Dominion  Account.  All of such fees,  costs and expenses if not paid by the
Borrower,  may be paid by the Administrative Agent and in such event all amounts
paid by the Administrative  Agent shall constitute  Obligations under the Credit
Agreement,  shall be payable to the  Administrative  Agent by the Borrower  upon
demand, and, until paid, shall bear interest at the rate applicable to Revolving
Credit Loans  maintained as Prime Loans.  All checks,  drafts,  instruments  and
other  items of payment or  Proceeds  of  Collateral  shall be  endorsed  by the
Borrower to the Administrative  Agent, and, if that endorsement of any such item
shall not be made for any reason, the Administrative Agent is hereby irrevocably
authorized to endorse the same on the Borrower's behalf. For the purpose of this
section,  the Borrower  irrevocably  hereby makes,  constitutes and appoints the
Administrative Agent (and all Persons designated by the Administrative Agent for
that purpose) as the Borrower's true and lawful  attorney and the  agent-in-fact
(i) to endorse the Borrower's name upon said items of payment and/or proceeds of
Collateral and upon any Chattel Paper, Document,  Instrument, invoice or similar
document  or  agreement  relating  to any  Account  of  the  Borrower  or  Goods
pertaining thereto; (ii) to take control in any manner of any item of payment or
Proceeds  thereof  and (iii) to have  access to any lock box or postal  box into
which any of the  Borrower's  mail is  deposited,  and open and process all mail
addressed  to the  Borrower  and  deposited  therein.  The Lock Box and Dominion
Account shall be established to the  Administrative  Agent's  satisfaction on or
before October 30, 2009.

          (ii) For purposes of  determining  the amount of Loans  available  for
borrowing  purposes,  the ledger balance in the main Dominion  Account as of the
end of a Business Day shall be applied to the  Obligations  at the  beginning of
the next Business  Day. If, as a result of such  application,  a credit  balance
exists, the balance shall not accrue interest in favor of the Borrower and shall
be made available to the Borrower as long as no Event of Default exists.

     (f) The Borrower shall use its best efforts to assist the Collateral  Agent
in obtaining a first priority  perfected security interest for Collateral Agent,
or  comparable  Lien in all assets of the Loan Parties not located in the United
States of America pursuant to agreements, documents and instruments satisfactory
to the  Collateral  Agent in all respects;  provided that no Loan Party shall be
required to grant a security interest to the Collateral Agent in any such asset,
if the Collateral  Agent,  in its  reasonable  discretion,  determines  that the
granting of such security  interest to the Collateral  Agent would have material
adverse tax consequences on the Borrower.


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<PAGE>

     (g) The  Borrower  covenants  and agrees  that when the  existing  Interest
Periods with respect Eurodollar Loans expire on November 2, 2009, all such Loans
will be converted into Prime Loans,  and thereafter no Loan may be maintained as
a Eurodollar  Loan and Borrower agrees that it will not request that any Loan be
made as, or converted into, a Eurodollar Loan.

     Section 4. Waivers. Subject to the satisfaction of the conditions precedent
specified in Section 5 below no later than October 13, 2009,  the Lenders hereby
waive non-compliance with the following covenants (the "Covenant Defaults"):

     (a)  Section  8.1(a)(i)  of the  Credit  Agreement  requiring  the ratio of
Consolidated Funded Debt to Consolidated EBITDA to be no greater than 3.5 to 1.0
to the extent of non-compliance for the Trailing four quarter period ended:

          (i) 09/30/08,  solely to the extent such ratio was 5.28 to 1.0 instead
of the required ratio.

          (ii) 12/31/08, solely to the extent such ratio was 6.29 to 1.0 instead
of  the  required  ratio.   (FOR  PURPOSES  OF  THIS   CALCULATION,   THE  FIRST
POST-ACQUISITION QUARTER OF MARKS CONSOLIDATED EBITDA FOR THE THREE MONTHS ENDED
DECEMBER 31, 2008 WILL BE ADDED TO THE  PRE-ACQUISITION  CONSOLIDATED  EBITDA OF
MARKS FOR THE THREE QUARTERS ENDED JULY 31, 2008); and

          (iii)  03/31/09,  solely to the  extent  such  ratio was -18.37 to 1.0
instead of the required ratio.

          (iv)  6/30/09,  solely to the  extent  such  ratio  was  -24.61 to 1.0
instead of the required ratio.

     (b)  Section  8.1(b) of the Credit  Agreement  requiring  the Debt  Service
Coverage Ratio of the Borrower and its Consolidated  Subsidiaries to be at least
1.25 to 1.0 to the extent of non-compliance for the Trailing four quarter period
ended:

          (i)  12/31/08  solely to the extent such ratio was 1.08 to 1.0 instead
of  the  required   ratio  (FOR   PURPOSES  OF  THIS   CALCULATION,   THE  FIRST
POST-ACQUISITION  QUARTER OF MARKS  CONSOLIDATED  CASH FLOW FOR THE THREE MONTHS
ENDED DECEMBER 31, 2008 WILL BE ADDED TO THE  PRE-ACQUISITION  CONSOLIDATED CASH
FLOW OF MARKS FOR THE THREE QUARTERS ENDED JULY 31, 2008); and

          (ii)  03/31/09,  solely  to the  extent  such  ratio  was -0.86 to 1.0
instead of the required ratio.

          (iii)  6/30/09,  solely  to the  extent  such  ratio  was -0.12 to 1.0
instead of the required ratio.


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     (c) Section  8.1(c) of the Credit  Agreement  requiring the Modified  Quick
Ratio of the Borrower and its  Consolidated  Subsidiaries to be at least 1.15 to
1.0 to the extent of non-compliance for the Trailing Four Quarter period ended:

          (i) 09/30/08,  solely to the extent such ratio was 1.09 to 1.0 instead
of the required ratio.

          (ii) 12/31/08, solely to the extent such ratio was 1.06 to 1.0 instead
of the required ratio; and

          (iii)  03/31/09,  solely  to the  extent  such  ratio  was 0.90 to 1.0
instead of the required ratio.

          (iv) 6/30/09,  solely to the extent such ratio was 1.09 to 1.0 instead
of the required ratio.

     (d) Section  9(k) of the Credit  Agreement  requiring  the Borrower and its
Consolidated  Subsidiaries to not incur Net Losses in excess of certain amounts,
to the extent of non-compliance for the following periods:

          (i) Fiscal Year ended 6/30/09,  solely to the extent such Net Loss was
($13,382,000) instead of the required ($5,065,000).

          (ii)  Month  ended  7/31/09,  solely to the  extent  such Net Loss was
($1,513,000) instead of the required ($1,327,100).

          (iii)  Month  ended  8/31/09,  solely to the extent  such Net Loss was
($1,438,000) instead of the required ($777,950).

;  provided,  however,  that  such  waiver  shall  extend  only to the  Covenant
Defaults,  and is a one-time  waiver and shall not be deemed (a) to be a consent
granted pursuant to, or a waiver or modification of, any other term or condition
of the Loan  Documents  or any of the  instruments  or  agreements  referred  to
therein  or a waiver of any other  Default  or Event of  Default  under the Loan
Documents,  whether or not known to the Lenders or (b) to prejudice any right or
rights which the Agents and the Lenders may now have or have in the future under
or in connection  with any Loan Document or any of the instruments or agreements
referred to in any Loan Document.  This waiver is made in express  reliance upon
the terms and conditions of this Fifth Amendment, including all representations,
warranties and covenants of the Loan Parties.

     Section 5. Conditions  Precedent.  The amendments and  modifications to the
Credit  Agreement set forth in Sections 2 and 3 hereof and the waivers set forth
in Section 4 hereof shall become  effective on the date of this Fifth Amendment,
upon the  execution and delivery of this Fifth  Amendment by the  Borrower,  the
Administrative  Agent  and  each  of the  Lenders  and the  satisfaction  of the
following conditions:

     (a) Certified Copies and Other Documents.  The  Administrative  Agent shall
have received  certificates of an officer of the Borrower dated the date of this
Fifth Amendment certifying (x) no changes in the certificate of incorporation or
by-laws from the date of the  Agreement or attaching  copies of any  amendments,
(y) the  incumbency  and  specimen  signatures  of the  officers of the Borrower
executing any documents delivered to the Administrative Agent or a Lender by the
Borrower in connection herewith and (z) resolutions of the Board of Directors of
the Borrower  authorizing  the execution,  deliver and performance of this Fifth
Amendment.


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<PAGE>

     (b) Approval of the  Administrative  Agent and the  Administrative  Agent's
Counsel.   All  other  documents  and  legal  matters  in  connection  with  the
transactions  contemplated by this Fifth Amendment shall be satisfactory in form
and substance to the Administrative Agent, the Lenders and their counsel.

     (c)  Amendment  Fee.  The  Borrower  shall have paid to the  Administrative
Agent,  for the  ratable  benefit of the  Lenders an  amendment  fee of $50,000;
provided that 50% of such amendment fee shall be refunded ratably by the Lenders
on November 15, 2009,  if the Borrower has complied with the covenants set forth
in Sections 3(a), 3(b), 3(c) and 3(e) of this Fifth  Amendment,  within the time
frames  set  forth  therein  and  Borrower  has fully  complied  with all of the
financial reporting requirements in the Credit Agreement; provided further, that
in the case of Section 3(a) of this Fifth  Amendment,  the  Business  Consultant
must be  retained  in  compliance  with such  Section on or prior to October 30,
2009,  for the  Borrower  to be eligible  for the 50% refund.  Such fee shall be
fully  earned  on the date  such fee is paid  and,  except  as set  forth in the
proviso  in the  immediately  preceding  sentence,  shall not be  subject to any
rebate, refund, proration and/or reduction of any kind.

     Section 6.  Representations  and  Warranties.  The Borrower  represents and
warrants as follows:

     (a) This Fifth  Amendment  and the  Credit  Agreement,  as amended  hereby,
constitute  legal,  valid  and  binding  obligations  of  the  Borrower  and  is
enforceable against the Borrower in accordance with their respective terms.

     (b) Upon the effective date of this Fifth  Amendment,  the Borrower  hereby
reaffirms  all  covenants,  representations  and  warranties  made in the Credit
Agreement to the extent the same are not amended hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Fifth Amendment.

     (c) No Event of Default or Default has occurred and is  continuing or would
exist after giving effect to this Fifth Amendment.

     (d) The Borrower has no defense, counterclaim or offset with respect to the
Credit Agreement or any other Loan Document.

     Section 7. Effect on the Credit Agreement.

     (a) Upon the  effectiveness  of Sections 2 and 3 hereof,  each reference in
the Credit Agreement to "this  Agreement,"  "hereunder,"  "hereof,"  "herein" or
words of like import  shall mean and be a reference  to the Credit  Agreement as
amended hereby.


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<PAGE>

     (b) Except as specifically  amended herein,  the Credit Agreement,  and all
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Fifth Amendment shall
not  operate  as a waiver of any  right,  power or remedy of the  Administrative
Agent or  Lenders,  nor  constitute  a waiver  of any  provision  of the  Credit
Agreement,  or any other  documents,  instruments or agreements  executed and/or
delivered under or in connection therewith.

     Section 8. Reaffirmation.

     (a) The  Borrower  hereby  acknowledges  and agrees that (i) the  principal
amount of the Term Loan outstanding as of October 8, 2009 is $21,428,000 (i) the
aggregate  principal  amount of the  Revolving  Credit Loans  outstanding  as of
October 8, 2009 is  $11,100,000,  (iii) the aggregate face amount of the Letters
of Credit  outstanding as of October 8, 2009 is $0 and (iv) the amounts referred
to in the foregoing  clauses (i), (ii) and (iii) are enforceable  obligations of
the Borrower  payable to the  Administrative  Agent and Lenders  pursuant to the
provisions  of the Credit  Agreement  and the other Loan  Documents  without any
deduction, offset, defense or counterclaim.

     (b) Each Guarantor hereby (i) acknowledges and agrees that  notwithstanding
the execution of this Fifth Amendment and the  consummation of the  transactions
contemplated  hereby or any other facts and  circumstances  all of the terms and
conditions,  representations  and covenants contained in the Guarantee Agreement
are and shall  remain in full  force and  effect  and are  hereby  ratified  and
confirmed, (ii) represents, warrants and confirms that no offsets, counterclaims
or  defenses  exist  with  respect  to such  Guarantor's  obligations  under the
Guarantee Agreement,  and (iii) ratifies and confirms that the Obligations under
the Credit  Agreement are guaranteed by such Guarantor under and pursuant to the
terms of the Guarantee Agreement, as reaffirmed hereby.

     Section 9.  Release.  The Loan  Parties  acknowledge  and agree  that:  (a)
neither  they nor any of their  Affiliates  have  any  claim or cause of  action
against  the  Agents  or any  Lender  (or any of  their  respective  Affiliates,
officers, directors,  employees,  attorneys,  consultants or agents) and (b) the
Agents and each Lender has  heretofore  properly  performed  and  satisfied in a
timely manner all of its  obligations  to the Loan Parties and their  Affiliates
under the Credit  Agreement and the other Loan  Documents.  Notwithstanding  the
foregoing, the Agents and Lenders wish (and the Loan Parties agree) to eliminate
any  possibility  that  any  past  conditions,   acts,   omissions,   events  or
circumstances  would impair or otherwise adversely affect any of the Agents' and
the  Lenders'  rights,  interests,  security  and/or  remedies  under the Credit
Agreement and the other Loan Documents. Accordingly, for and in consideration of
the  agreements  contained in this Fifth  Amendment  and other good and valuable
consideration,  the Loan  Parties  (and  their  Affiliates  and the  successors,
assigns, heirs and representatives of each of the foregoing) (collectively,  the
"Releasors") do hereby fully,  finally,  unconditionally and irrevocably release
and forever  discharge  the Agents and each Lender and each of their  respective
Affiliates,  officers, directors, employees,  attorneys,  consultants and agents
(collectively,   the  "Released  Parties")  from  any  and  all  debts,  claims,
obligations,  damages,  costs,  attorneys' fees,  suits,  demands,  liabilities,
actions,  proceedings  and causes of  action,  in each  case,  whether  known or


                                       9
<PAGE>

unknown,  contingent  or fixed,  direct or indirect,  and of whatever  nature or
description,  and whether in law or in equity, under contract,  tort, statute or
otherwise,  which any Releasor has heretofore had or now or hereafter can, shall
or may have against any Released  Party by reason of any act,  omission or thing
whatsoever done or omitted to be done on or prior to the date hereof arising out
of,  connected  with or related in any way to this Fifth  Amendment,  the Credit
Agreement or any other Loan Document,  or any act, event or transaction  related
or attendant  thereto,  or the agreements of the Agents or any Lender  contained
therein,  or the possession,  use,  operation or control of any of the assets of
any of the Loan  Parties,  or the  making of any Loan or other  advance,  or the
management of such Loan or advance or the Collateral.

     Section 10.  Waivers.  The  Borrower  and each other Loan Party  waives and
affirmatively  agrees not to allege or  otherwise  pursue  any or all  defenses,
affirmative defenses, counterclaims,  claims, causes of action, setoffs or other
rights that it may have,  as of the date hereof,  to contest (a) any Defaults or
Events of Default which were or could have been  declared by the  Administrative
Agent and/or the Lenders on the date of this Fifth Amendment,  (b) any provision
of the Loan  Documents  or this  Fifth  Amendment,  (c) the right of the  Agents
and/or the Lenders to all of the rents,  issues,  profits and proceeds  from the
Collateral,  (d) any matter  acknowledged  by the  Borrower in Section 8 of this
Fifth  Amendment,  (e) the Liens of the  Collateral  Agent  and/or the  Lenders,
including  without  limitation the validity,  extent,  priority,  perfection and
enforceability thereof, in any property,  whether real or personal,  tangible or
intangible,  or any  right  or  other  interest,  now or  hereafter  arising  in
connection  with the  Collateral,  or (f) the  conduct of the Agents  and/or the
Lenders in administering the lending arrangements by and among Loan Parties, the
Agents and Lenders.

     Section 11.  Effect and  Construction  of  Agreement.  Except as  expressly
provided  herein,  the Loan  Documents  shall remain in full force and effect in
accordance with their  respective  terms,  and this Fifth Amendment shall not be
construed to:

     (a) impair the  validity,  perfection  or priority of any Lien securing the
Obligations; or

     (b) constitute an agreement by or require the  Administrative  Agent and/or
the Lenders to grant additional waivers.

     Section  12.  Presumptions.  Each  Loan  Party  acknowledges  that  it  has
consulted  with and advised by counsel and such other experts and advisors as it
has deemed necessary in connection with the negotiation,  execution and delivery
of this Fifth Amendment and has participated in the drafting hereof.  Therefore,
this Fifth  Amendment  shall be construed  without regard to any  presumption or
rule  requiring  that it be construed  against any one party  causing this Fifth
Amendment or any part hereof to be drafted.

     Section 13. Expenses.  The Borrower shall pay all costs,  fees and expenses
of the Agents and the Lenders (including the reasonable costs, fees and expenses
of the Agents'  and  Lenders'  in-house  and outside  counsel,  consultants  and
appraisers)  incurred by the Agents and the Lenders (a) in  connection  with the
negotiation,  preparation and closing of this Fifth Amendment,  and (b) from and
after the date of this Fifth Amendment in connection with the administration and
enforcement  of this  Fifth  Amendment.  All of the  foregoing  costs,  fees and
expenses  (a)  shall be  Obligations  and may be  charged  by the  Agents to the
Borrower,  and  (b)  shall  be  in  addition  to,  and  not  in  replacement  or
supersession of, the fees, costs, charges and expenses authorized under the Loan
Documents as of the date of this Fifth Amendment.


                                       10
<PAGE>

     Section 14. Entire  Agreement.  This Fifth  Amendment sets forth the entire
agreement among the parties hereto with respect to the subject matter hereof and
supercedes all prior negotiations  among the parties hereto,  whether written or
oral.  Loan  Parties  have not  relied on any  agreements,  representations,  or
warranties  of the  Agents  and/or  Lenders,  except as  specifically  set forth
herein.  Any promises,  representations,  warranties  or  guarantees  not herein
contained and hereinafter made shall have no force and effect unless in writing,
signed by each party hereto. Each Loan Party acknowledges that it is not relying
upon  oral  representations  or  statements  inconsistent  with  the  terms  and
provisions of this Fifth Amendment.

     Section 15. Further  Assurances.  Loan Parties shall execute such other and
further  documents and  instruments as the  Administrative  Agent may reasonably
request to implement the  provisions of this Fifth  Amendment and to perfect and
protect the liens and security  interests  created by or agreed upon in the Loan
Documents.

     Section 16.  Benefit of Agreement.  This Fifth  Amendment  shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their
respective  permitted successors and assigns. No other person or entity shall be
entitled to claim any right or benefit hereunder, including, without limitation,
any third-party beneficiary of this Fifth Amendment.  The Administrative Agent's
and/or Lenders' waiver pursuant to Section 4 hereof does not in any manner limit
Loan Parties'  obligations  to comply with, and the  Administrative  Agent's and
Lenders' rights to insist upon compliance  with, each and every one of the terms
of this Fifth Amendment and the Loan Documents except as specifically  waived or
modified herein.

     Section  17.  Severability.  The  provisions  of this Fifth  Amendment  are
intended to be severable.  If any  provisions of this Fifth  Amendment  shall be
held  invalid or  unenforceable  in whole or in part in any  jurisdiction,  such
provision shall, as to such  jurisdiction,  be ineffective to the extent of such
invalidity  or  enforceability  without in any manner  affecting the validity or
enforceability  of such  provision in any other  jurisdiction  or the  remaining
provisions of this Fifth Amendment in any jurisdiction.

     Section 18. Governing Law, Jurisdiction,  Venue. This Fifth Amendment shall
be governed by and  construed  in  accordance  with the laws of the State of New
York applied to contracts to be performed  wholly  within the State of New York.
Any  judicial  proceeding  brought by or against any Loan Party with  respect to
this Fifth  Amendment  or any related  agreement  may be brought in any court of
competent  jurisdiction  in the  State of New York,  County of New York,  United
States of America, and, by execution and delivery of this Fifth Amendment,  each
Loan Party accepts for itself and in connection with its  properties,  generally
and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
irrevocably  agrees to be bound by any judgment  rendered  thereby in connection
with this  Fifth  Amendment.  Nothing  herein  shall  affect  the right to serve
process in any manner  permitted  by law or shall  limit the right of the Agents
and/or Lenders to bring proceedings  against any Loan Party in the courts of any
other  jurisdiction.  Each Loan Party waives any objection to  jurisdiction  and
venue of any action instituted  hereunder and shall not assert any defense based
on lack of  jurisdiction  or venue or  based  upon  forum  non  conveniens.  Any
judicial  proceeding  by any  Loan  Party  against  the  Agents  and/or  Lenders
involving,  directly or  indirectly,  any matter or claim in any way arising out
of, related to or connected with this Fifth Amendment or any related  agreement,
shall be brought  only in a federal or state  court  located in the State of New
York, County of New York.


                                       11
<PAGE>

     Section  19.  Waiver of Jury  Trial.  EACH PARTY TO THIS  AGREEMENT  HEREBY
EXPRESSLY  WAIVES  ANY RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION (A) ARISING UNDER THIS FIFTH  AMENDMENT,  THE LOAN  DOCUMENTS OR
ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH,  OR (B) IN ANY WAY  CONNECTED  WITH OR  RELATED OR  INCIDENTAL  TO THE
DEALINGS  OF THE  PARTIES  HERETO  OR ANY OF THEM  WITH  RESPECT  TO THIS  FIFTH
AMENDMENT,  THE LOAN  DOCUMENTS OR ANY OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND EACH PARTY HEREBY  CONSENTS  THAT
ANY SUCH  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  SHALL BE  DECIDED BY COURT
TRIAL  WITHOUT A JURY,  AND THAT ANY PARTY TO THIS FIFTH  AMENDMENT  MAY FILE AN
ORIGINAL  COUNTERPART  OR A COPY OF THIS  SECTION  WITH  ANY  COURT  AS  WRITTEN
EVIDENCE OF THE  CONSENTS OF THE PARTIES  HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY. IN ADDITION, EACH LOAN PARTY WAIVES THE RIGHT TO CLAIM OR RECOVER
IN ANY SUCH SUIT,  ACTION OR PROCEEDING ANY DAMAGES OTHER THAN OR IN ADDITION TO
ACTUAL DAMAGES.

     Section 20. Counterparts;  Facsimile.  This Fifth Amendment may be executed
by the parties hereto in one or more counterparts, each of which shall be deemed
an original and all of which when taken  together  shall  constitute one and the
same  agreement.  Any  signature  delivered  by a party  by  facsimile  or "pdf"
transmission shall be deemed to be an original signature hereto.

     Section 21. Amendment. No amendment,  modification,  rescission,  waiver or
release of any provision of this Fifth Amendment  shall be effective  unless the
same shall be in writing and signed by the Borrower,  the  Administrative  Agent
and the Required Lenders. This Fifth Amendment shall constitute a Loan Document.

     Section 22. Headings. Section headings in this Fifth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fifth Amendment for any other purpose.


                                       12
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have caused this Fifth Amendment to
Credit  Agreement  to be duly  executed and  delivered by their duly  authorized
officers, all as of the day and year first above written.

                                        THE BORROWER:
                                        ------------

                                        NAPCO SECURITY TECHNOLOGIES, INC.
                                        By: /s/KEVIN S. BUCHEL
                                            ------------------
                                        Name:    Kevin S. Buchel
                                        Title:   Senior Vice President of
                                                 Operations and Finance

                                        GUARANTORS:
                                        ----------

                                        ALARM LOCK SYSTEMS, INC.
                                        By: /s/KEVIN S. BUCHEL
                                            ------------------
                                        Name:    Kevin S. Buchel
                                        Title:   Senior Vice President

                                        CONTINENTAL INSTRUMENTS, LLC
                                        By: /s/KEVIN S. BUCHEL
                                            ------------------
                                        Name:    Kevin S. Buchel
                                        Title:   Manager


Signature Page to Fifth Amendment and Waivers - 1747664
<PAGE>

                                        LENDERS:
                                        -------

                                        CAPITAL ONE, N.A.
                                        By:/s/DOUGLAS BOTTNER
                                           ------------------
                                        Name:    Douglas Bottner
                                        Title:   Senior Vice President

                                        HSBC BANK USA, NATIONAL ASSOCIATION,
                                        as the Administrative Agent,
                                        the Collateral Agent and as a Lender
                                        By:/s/ALAN HARRIS
                                           --------------
                                        Name:    Alan Harris
                                        Title:   Vice President


Signature Page to Fifth Amendment and Waivers - 1747664