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                                                                   Exhibit 10.13

                      Diversified Security Solutions, Inc.
                               280 Midland Avenue
                             Saddle Brook, NJ 07663
                                (201) 794-6500
                              Fax: (201) 794-8341




                                                              August 8, 2003

Mr. Salvatore Lifrieri
74 Hillcrest Road
Mt Vernon, New York 10552



Mr. Lifrieri:


     You and Diversified Security Solutions, Inc. (the "Company") are parties to
an employment agreement dated August 13, 2002 (the "Employment Agreement"). The
Company and you desire to terminate the Employment Agreement and to vary the
terms and conditions applicable to a termination of the Employment Agreement
without cause, and to make provision for a continued business relationship
between the Company and you notwithstanding the termination of the Employment
Agreement. In consideration of the promises and the mutual covenants herein
contained, we agree as follows:

1.   Contract Termination Agreement. In consideration of the Company's entering
     into a Consulting Agreement with Protective Countermeasures & Consulting
     ("PCC"), dated the date hereof (the "Consulting Agreement") and making
     payments pursuant to the Consulting Agreement consistent with the terms and
     conditions of this agreement, Mr. Lifrieri agrees to the termination of the
     Employment Agreement and the waiver of his rights pursuant to the
     Employment Agreement, including a severance payment of two year's full
     compensation upon termination of the Employment Agreement without cause.

2.   Effective Date of Contract Termination. Subject to the Company's making the
     payments required under the Consulting Agreement, the Employment Agreement
     is of no further force and effect, and is terminated effective August 8,
     2003.

3.   Consulting Agreement. Subject to the deduction provided for in paragraph 8
     hereof and in consideration of entering into this Agreement and in order to
     enable the parties to work together in the future, the parties are entering
     into the Consulting Agreement pursuant to which the Company shall make
     Twelve (12) equal monthly installments of twelve Thousand, Five Hundred
     Dollars ($12,500) less the deduction provided for in paragraph 8 of 12
     equal monthly payments of $1,055 to PCC ("Consulting Payment"). Each
     Consulting Payment shall be made at 70 West Red Oak Lane, White Plains New
     York




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     10604, or by direct deposit to a bank account by written agreement of
     the Company and Mr. Lifrieri. The first Consulting Payment installment
     shall be sent to Mr. Lifrieri by Federal Express eight (8) days after he
     executes this Agreement. Each installment payable thereafter shall be made
     on or before the 30th day of each month until payment of the Consulting
     Payment is complete. The Company shall pay a late fee equal to five percent
     (5%) of each monthly installment of the Consulting Payment not received by
     Protective Countermeasures & Consulting, Inc. within ten business days of
     the date upon which it is due.

4.   Resignation of Officer and Director Positions. Upon the execution of this
     Agreement by the Company and Mr. Lifrieri, Mr. Lifrieri shall resign from
     his positions as Executive Vice President of the Company, and as President
     of the Technical Services Division, and as a director of the Company
     effective as of August 8, 2003. Mr. Lifrieri agrees to execute and deliver
     to the Company such other documents as may be necessary to effect or
     reflect such resignations.

5.   Stock Option Agreement. Subject to the receipt of the final Consulting
     Payment, the Stock Option Agreement, dated August 13, 2002, between the
     Company and Mr. Lifrieri is of no further force and effect, and is
     terminated effective August 8, 2003, and any stock options granted there
     under are void.

6.   Vacation Pay. It is agreed that Mr. Lifrieri has ten (10) unused vacation
     days. In exchange for his foregoing said vacation days the Company issued
     him check number 1793 in the amount of $3,894.53. Mr. Lifrieri hereby
     acknowledges receipt of this check.

7.   Company Equipment. Mr. Lifrieri agrees upon the execution of this Agreement
     to return all equipment, files, documents, credit cards, and any other
     property belonging to the Company. Mr. Lifrieri has in his possession the
     following items of Company Equipment:

     (a)   A Lincoln Continental four door sedan (the "Leased Vehicle") with
           approximately 15,800 miles indicated on the odometer;

     (b)   A Company Bank Credit MasterCard issued by Hudson United Bank
           numbered 5470193001000499 with an August, 2004 expiration date;

     (c)   An American Express Card numbered #378365292721512 with an expiration
           date of April, 2005;and

     (d)   The Sweeps computer system accessories consisting of a MDC (microwave
           down converter) antenna and a CPM - 700 broadband receiver kit.

8.   Sweeps Payment. Notwithstanding Mr. Lifrieri's obligation to return Company
     equipment set forth above, Mr. Lifrieri shall retain the Sweeps computer
     system accessories purchased by the Company in consideration of a payment
     in the amount of $12,660 (the "Sweeps Payment"). The Sweeps Payment shall
     be deducted in equal amounts of $1,055 from each Consulting Payment. Mr.
     Lifrieri acknowledges that the Sweeps computer system accessories were
     purchased by the Company, and are in his possession.




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9.   Returned Equipment. Mr. Lifrieri represents that no personal charges are
     outstanding and due on either the Hudson United Bank Mastercard, or the
     American Express Card issued by the Company, and that he has maintained the
     Leased Vehicle in good condition. The Company may accept the return of the
     Leased Vehicle upon a written assessment that the Leased Vehicle is in good
     condition upon the execution of this Agreement, or have the lessor of the
     Leased Vehicle inspect it to determine its condition prior to the execution
     of this Agreement.

10.  Traps Software. It is hereby agreed that the Company will retain the threat
     assessment software (the "Traps" software).

11.  Collection of Receivables. Mr. Lifrieri shall assist the Company, as
     needed, in the collection of receivables invoiced by the Company's
     Technical Services Division to Vornado Realty Trust prior to the date of
     this Agreement. Two such invoices are outstanding in the approximate
     amounts of Twenty Thousand Dollars ($20,000) and Eight Thousand Dollars
     ($8,000). Mr. Lifrieri acknowledges that the Company has the sole and
     exclusive right to the payment of amounts due on these invoices.

12.  Non-Competition. Mr. Lifrieri agrees not to engage directly or indirectly
     within the United States, in any business engaged in the design,
     development, manufacture, installation and sale of security equipment
     currently manufactured or installed by the Company, or developed during Mr.
     Lifrieri's employment with the Company for a period of one year from the
     date of this Agreement. Mr. Lifrieri shall be deemed directly or indirectly
     engaged in a competing business, if he engages in a business designing,
     developing, manufacturing, installing and selling such security equipment
     as a proprietor, partner, joint venturer, stockholder, director, officer,
     lender, manager, employee, consultant, advisor, or agent or if he otherwise
     controls such business. For purposes of this paragraph, any business
     engaged in by Mr. Lifrieri to provide security consulting, crisis and
     consequence management, threat and vulnerability assessment determination,
     technical surveillance countermeasure evaluation, voice stress analysis
     examination, risk assessment and psychological profiling shall not be
     deemed a competing business ("Security Consulting Services"). Without
     limiting the generality of the foregoing, and other than for the sole
     purpose of providing Security Consulting Services as defined in this
     Paragraph, Mr. Lifrieri agrees that for one year from the date hereof, he
     will not directly or indirectly whether for himself or for any other person
     and whether as a proprietor, principal, partner, joint venturer,
     stockholder, director, officer, lender, manager, employee, consultant,
     advisor, agent, independent contractor or in any other capacity: (i)
     solicit any business from the Port Authority of New York and New Jersey,
     Entergy, the New York City Metropolitan Transportation Authority, and/or
     the New Jersey Transit Authority or (ii) hire in any capacity, including
     but not limited to as an employee, advisor or consultant, any person who
     was an employee of the Company or any subsidiary of the Company within the
     three year period prior to the date hereof.

13.  Use of Business Name. Mr. Lifrieri agrees not to engage in any business
     which uses as its name, in whole or in part, "Diversified Security
     Solutions, Inc. or DSSI", "DVS", "Henry Bros.", "Viscom", "HBE" or any name
     presently in use by the Company, or its affiliates or subsidiaries.




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14.  Nondisclosure of Confidential Information. Except as may be required by law
     or with the express written permission of the Company in each instance, Mr.
     Lifrieri will not at any time, directly or indirectly, disclose or furnish
     to any other person, firm or corporation:

     (a)   the methods of conducting the business of the Company or its
           subsidiaries and affiliates;

     (b)   a description of any of the methods of obtaining business, installing
           or manufacturing or advertising security products, or of obtaining
           customers thereof; and/or

     (c)   any confidential information acquired during the course of Mr.
           Lifrieri's employment with the Company, it predecessors, subsidiaries
           or affiliates, including, without limiting the generality of the
           foregoing, the names of any customers prospective customer of, or any
           person, firm or corporation, who or which have or shall have traded
           or dealt with (whether such customers have been obtained by Mr.
           Lifrieri or otherwise) the Company, its predecessors, subsidiaries or
           affiliates

     This paragraph 14 will survive the termination of this Agreement.

15.  Severability; Injunctive Relief. Mr. Lifrieri agrees that paragraphs Twelve
     (12), Thirteen (13), and Fourteen (14) are reasonable and necessary for the
     protection of the Company; that each such paragraph, and the period or
     periods of time, geographical areas and types and scopes of restrictions on
     his activities specified therein, are and are intended to be divisible;
     that if any portion thereof (including any sentence, clause or part) shall
     be held contrary to law or invalid or unenforceable in any respect in any
     jurisdiction, or as to any one or more period of time, areas or business
     activities, or any part thereof, the remaining provisions shall not be
     affected but shall remain in full force and effect as to the other and
     remaining parts; and that any such invalid or unenforceable provision shall
     be deemed, without further action on the part of the parties hereto,
     modified, amended and limited to the extent necessary to render the same
     valid and enforceable in such jurisdiction. Mr. Lifrieri further recognizes
     and agrees that any violation of his agreements set forth in these
     paragraphs would cause such damages to the Company as would be irreparable
     and the exact amount of which would be impossible to ascertain and that,
     for such reason, among others, the Company shall be entitled, as a matter
     of course, to injunctive relief from any court of competent jurisdiction
     restraining any further violation. Such right to injunctive relief shall be
     cumulative and in addition to and not in limitation of other rights and
     remedies which the Company may possess.

16.  Cooperation. The Company and Mr. Lifrieri acknowledge and agree that they
     desire to cooperate with and support each other in the marketing and
     delivery of business services after the termination of the Employment
     Agreement, and have entered into the Consulting Agreement in furtherance of
     this objective.

17.  Inventions. As between Mr. Lifrieri and the Company, all products, designs,
     styles, processes, discoveries, materials, ideas, creations, inventions and
     properties, whether or




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     not furnished by Mr. Lifrieri or created, developed, invented or used in
     connection with his employment with the Company will be the sole and
     absolute property of the Company for any and all purposes whatever in
     perpetuity, whether or not conceived, discovered and/or developed during
     regular working hours. Mr. Lifrieri will not have, and will not claim to
     have, under this Agreement or otherwise, any right, title or interested of
     any kind or nature whatsoever in or to any such products, processes,
     discoveries, materials, ideas creations, inventions and properties.

18.  Prohibited Statements. Neither the Company nor Mr. Lifrieri shall make,
     publish or state, or cause to be made, published or stated, any defamatory
     or disparaging statement, writing or communication pertaining to the
     character, reputation, business practices competence or conduct of the
     other, their subsidiaries, shareholders, directors, officers, employees,
     agents, representatives or successors.

19.  Rights and Remedies in the Event of Certain Breaches. The Company may
     terminate payment of Consulting Payment if Mr. Lifrieri materially violates
     his obligations under the above paragraphs entitled "Non-Competition,"
     "Confidentiality and Nondisclosure," "Inventions," "Collection of
     Receivables," and "Prohibited Statements". Any controversy regarding
     whether a material breach of these obligations has occurred shall be
     resolved by arbitration in the City of New York pursuant to the rules of
     the American Arbitration Association then in effect.

20.  Press Release. Upon the execution of this Agreement by the Company and Mr.
     Lifrieri, the Company may issue a press release announcing an agreement to
     terminate the Employment Agreement and Mr. Lifrieri's resignation from his
     positions with the Company and its affiliates, and his resignation as a
     member of the Company's board of directors. The press release shall state
     that this agreement is a mutual agreement and that the Parties intend to
     continue a business relationship with each other. Mr. Lifrieri shall be
     provided with an opportunity to review and comment upon the press release
     before its publication.

21.  Release of All Claims. In consideration of the Company's agreement to enter
     into the Consulting Agreement and to pay the Consulting Payment, and the
     actual receipt thereof and other good and valuable consideration provided
     to Mr. Lifrieri under this Agreement, he does hereby, for himself, his
     heirs, executors, administrators and assigns, release and agree to
     indemnify and hold harmless Releasee, as hereinafter defined, from any and
     all claims, charges, complaints, damages, or causes of action, now
     existing, both known and unknown, of every name and nature, including but
     not limited to all claims of breach of contract or misrepresentation,
     wrongful discharge, or arising from alleged violations of Title VII of the
     Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
     Discrimination in Employment Act, the Older Workers Benefits Protection
     Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the
     Equal Pay Act, the Employee Retirement Income Security Act of 1974, the
     Family and Medical Leave Act of 1993, or any other local, state or federal
     law, regulation or policy or any other claim relating to or arising out of
     his employment with the Company or the termination thereof, with the sole
     exception of any rights Mr. Lifrieri may have under the Workers'
     Compensation Act. The term "Releasee" as used in this paragraph shall be
     defined to




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     include: Diversified, its corporate affiliates, including but not limited
     to Henry Bros. Electronics, Inc., and each of its present and former
     shareholders, directors, officers, agents, employees, and successors.

22.  Cooperation and Assistance. Mr. Lifrieri agrees to make himself reasonably
     available to the Company to respond to reasonable requests by the Company
     for information concerning matters involving facts or events, relating to
     the Company or any of the Company's subsidiaries or affiliates, that may be
     within his knowledge, and to cooperate with and assist the Company and any
     subsidiary or affiliate as reasonably requested with respect to any pending
     and future litigation, arbitration or other dispute resolution relating to
     any matter in which he was involved during his employment with the Company.
     The Company will advance Mr. Lifrieri his reasonable travel expenses and
     other costs that must be incurred to provide his cooperation and assistance
     under this paragraph. The Company shall pay Mr. Lifrieri reasonable fees
     for any time spent providing such assistance in respect to litigation,
     arbitration or other dispute resolution arising out activities or events in
     which Mr. Lifrieri had no direct involvement, and which arise out of
     activities or events that occur after the effective date of this Agreement

23.  Indemnification. In the event such liability is not covered by insurance,
     the Company shall indemnify Mr. Lifrieri against liability incurred for
     acts or omissions within the scope of his duties undertaken by him in good
     faith as an employee, officer or member of the Board of Directors of the
     Company, or any of its affiliates and subsidiaries from August 13, 2002
     until August 11, 2003, and shall pay attorneys fees and costs associated
     with litigation arising out of such acts or omissions, provided however,
     the indemnification and/or payments provided for in this sentence shall not
     exceed Fifty Thousand Dollars ($50,000). The Company has also provided Mr.
     Lifrieri with a Declaration page of its Directors' and officers' liability
     insurance for the period from November 16, 2002 to November 2003.

24.  Headings. Headings of the various provisions used herein are for
     convenience of reference only and shall not alter the meaning of the
     provisions.

25.  Severability. Should any of the provisions of this Agreement be declared or
     determined by any court to be illegal or invalid, the validity of the
     remaining parts, terms or provisions shall not be affected thereby.

26.  Governing Law and Venue. This Agreement shall be governed by and construed
     in accordance with the laws of the State of New Jersey without giving
     effect to the conflicts of laws principles thereof. Any action brought in
     connection with this Agreement shall be brought in the federal or state
     courts located in the State of New Jersey, and the parties hereto hereby
     irrevocably consent to the jurisdiction of such courts. The parties each
     hereby further agree to accept and acknowledge service of any and all
     process which may be served in any suit, action or proceeding in the State
     or federal courts of the State of New Jersey, and agree that service of
     process upon a party hereto mailed by certified mail to party's address
     shall be deemed in every respect effective service of process upon such in
     any such suit, action or proceeding.




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     You have twenty-one (21) days from the date you receive this Agreement
within which to consider its terms. During this period you should consult with
an attorney regarding the terms of this Agreement. In the event you desire to
execute this Agreement prior to the end of such period, you shall also execute
and provide to the Company the endorsement attached hereto.

     Your signature below indicates that you are entering into this Agreement
freely, knowingly and voluntarily with a full understanding of its terms.
Further, the terms of this Agreement cannot become effective or enforceable
until seven (7) days following the date of its execution by you during which
time you may revoke this Agreement by notifying the Company in writing.


                                        DIVERSIFIED SECURITY SOLUTIONS, INC.



                                        By:
                                           -------------------------------------
                                                      Irvin Witcosky
                                           President and Chief Operating Officer




Agreed and Accepted by:

---------------------------
Salvatore Lifrieri

                , 2003
----------------

STATE OF               )
COUNTY OF              ) ss.:

On                2003, before me personally came                    to me known
to be the same person described in and who executed the forgoing Agreement and
Release and duly acknowledged to me that they executed the same.




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                                   ENDORSEMENT

     I, Salvatore Lifrieri hereby acknowledge that I have been advised that I
have 21 days in which to consider the forgoing Agreement by and between my self
and Diversified Security Solutions, Inc. dated as of August 8, 2003 and
voluntarily chose to sign the Agreement prior to the expiration of the 21-day
period.

     I declare under penalty of perjury under the laws of the State of
           that the foregoing is true and correct.

EXECUTED this          day of             , 2003 at                            .





                                                --------------------------------
                                                Salvatore Lifrieri