Exhibit 10.1

Seventh Amendment to Credit Agreement

     THIS SEVENTH  AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is made and
effective as of December  19,  2003,  by and among  COMPUDYNE  CORPORATION  (the
"Borrower"),  the  GUARANTORS  party to this  Seventh  Amendment  and the Credit
Agreement referred to below (collectively, the "Guarantors"), the BANKS party to
this Seventh Amendment and the Credit Agreement referred to below  (collectively
and together with the Agent,  the "Banks") and PNC BANK,  NATIONAL  ASSOCIATION,
individually  and in its  capacity  as agent  for the  Banks  under  the  Credit
Agreement  referred to below  (hereinafter  referred to in such  capacity as the
"Agent").

                                   WITNESSETH:

     WHEREAS,  reference  is made to (i) that  certain  Credit  Agreement  dated
November 16, 2001, as amended by that First Amendment to Credit  Agreement dated
as of December 19, 2001, that Second  Amendment to Credit  Agreement dated as of
April 22, 2002, that Third Amendment to Credit  Agreement dated and effective as
of September 30, 2002,  that Fourth  Amendment to Credit  Agreement  dated as of
March 21, 2003,  that Fifth  Amendment to Credit  Agreement dated as of June 27,
2003 and that Sixth  Amendment to Credit  Agreement dated as of July 15, 2003 by
and among the Borrower,  the Guarantors  party thereto,  the Banks party thereto
and the Agent (as the same may be further  amended,  restated,  supplemented  or
modified from time to time, the "Credit Agreement")  pursuant to which the Banks
made available to the Borrower a $30,000,000 original principal amount revolving
credit  facility,   now  reduced  by  amendment  to  $25,000,000  (including  an
$8,000,000  letter of credit  subfacility and a $2,000,000 swing line of credit)
(the "Line of Credit") and a $5,000,000 original principal amount term loan, now
reduced through  amortization to $2,496,666.65 (the "Term Loan"), and (ii) those
Notes of the Borrower  evidencing its obligations under the Credit Agreement and
the Loan Documents,  comprised of (A) a Second Amended and Restated Term Note in
the stated  principal  amount of  $1,951,666.65  in favor of PNC Bank,  National
Association  dated June 27, 2003,  (B) a Third  Amended and  Restated  Revolving
Credit Note in the stated  principal amount of $19,545,000 in favor of PNC Bank,
National  Association  dated  June  27,  2003,  (C) a Term  Note  in the  stated
principal  amount of $545,000 in favor of SunBank  dated June 27, 2003 and (D) a
Revolving  Credit Note in the stated  principal amount of $5,455,000 in favor of
SunBank dated June 27, 2003 (as the same may be amended, restated, supplemented,
restated or substituted from time to time, collectively, the "Notes");

     WHEREAS,  the Borrower,  the Guarantors,  the Agent and the Banks desire to
amend the Credit  Agreement to extend the Expiration Date for the Line of Credit
and the maturity  date for the Term Loan on the terms and  conditions  set forth
herein as provided for below.

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

1.       Amendments to Credit Agreement. The Credit Agreement is amended as set
         forth in Exhibit A. Any and all references to the Credit Agreement in
         the Notes or any of the other Loan Documents shall be deemed to refer
         to the Credit Agreement as amended hereby. Any initially capitalized
         terms used in this Seventh Amendment without definition shall have the
         meanings assigned to those terms in the Credit Agreement.

2.       Incorporation into Credit Agreement. This Seventh Amendment is deemed
         incorporated into each of the Notes and the other Loan Documents. To
         the extent that any term or provision of this Seventh Amendment is or
         may be deemed expressly inconsistent with any term or provision in any
         Loan Document, the terms and provisions hereof shall control.

3.       Representations. In order to induce the Banks and the Agent to enter
         into this Seventh Amendment and agree to the transactions herein
         specified, Borrower and Guarantors represent and warrant as follows:

          (a)  Borrower  and  each  of  the  Guarantors  is a  corporation  duly
               organized and in good standing under the laws of their respective
               states of incorporation.  Borrower and each of the Guarantors has
               the power to own its property and to carry on its business as now
               being  conducted.  Borrower  and each of the  Guarantors  is duly
               qualified to do business in every other jurisdiction in which the
               character  of the  property  owned or the nature of the  business
               conducted makes qualification necessary;

          (b)  None of Borrower or any of the  Guarantors is in violation of its
               articles  of  incorporation  or  bylaws,  or in  default  in  the
               performance  of any  material  obligation,  agreement,  permit or
               license agreement to which it is a party or by which it is bound.
               The  execution  and delivery of this Seventh  Amendment,  and all
               other  documents


<PAGE>

               as specified herein, the performance and fulfillment of the terms
               herein  and  therein  set  forth  and  the  consummation  of  the
               transactions  herein or therein  contemplated do not and will not
               constitute a breach of, or default  under,  any of  Borrower's or
               Guarantors'  articles of  incorporation  or bylaws,  or any other
               agreement, indenture or other instrument by which it is bound, or
               any applicable  law,  administration  regulation or court decree.
               All corporate and other actions, consents or authorizations which
               may be necessary or appropriate  for the  execution,  delivery of
               and compliance with this Seventh  Amendment and all documents and
               instruments  herein set forth have been taken or  obtained.  Upon
               their  execution  and delivery,  this Seventh  Amendment and such
               other  documents and  instruments  will  constitute the valid and
               legally   binding   obligations   of  Borrower  and   Guarantors,
               enforceable  against  Borrower and Guarantors in accordance  with
               their respective terms.

          (c)  As of the date  hereof,  no Event of Default  (as  defined in the
               Credit Agreement) or any event, fact or circumstance  which, with
               the  passage  of time or the  giving of  notice,  or both,  would
               constitute an Event of Default, has occurred and is continuing.

          (d)  All  representations and warranties of Borrower and Guarantors to
               the Banks as set forth in the  Credit  Agreement  and each of the
               Loan Documents (as defined in the Credit  Agreement) are true and
               correct  as of the date  hereof as if fully  set forth  herein at
               length.

          (e)  None  of  Borrower  or any of the  Guarantors  has  any  defense,
               set-off, claim or counterclaim to or against, or with respect to,
               full and prompt  payment  and  performance  by Borrower of all of
               Borrower's  debts,  liabilities or obligations to Agent or any of
               the  Banks  under  the  Credit   Agreement  and  under  the  Loan
               Documents.

4.       Collateral Confirmation. The Borrower and the Guarantors hereby confirm
         that any collateral for the Obligations, including but not limited to
         liens, security interests, mortgages, and pledges granted by the
         Borrower, the Guarantors or third parties (if applicable), shall
         continue unimpaired and in full force and effect.

5.       Guarantor Reaffirmation. The Guarantors hereby affirm, acknowledge and
         agree that their respective guaranty agreements continue in full force
         and effect with respect to the Obligations, as modified and amended by
         this Seventh Amendment. None of the Guarantors has any defense, offset
         or counterclaim to full performance and observance of their respective
         liabilities under the guaranty  agreements as reaffirmed hereby.  Each
         Guarantor  hereby  acknowledges  and  affirms  that  it has  and  will
         continue to realize  tangible and significant  direct economic benefit
         from the transactions  described in the Credit  Agreement,  as amended
         hereby,  the Notes and the other Loan Documents and hereby irrevocably
         and  unconditionally  acknowledge  the  receipt  of good and  valuable
         consideration  for the  execution  and  delivery  of their  respective
         guaranty agreements.

6.        Release  of Agent  and  Banks.  As  additional  consideration  for the
          Agent's  and the Banks'  entering  into this  Seventh  Amendment,  the
          Borrower and each Guarantor hereby fully and unconditionally  releases
          and  forever  discharges  the Agent and the  Banks,  their  respective
          agents,   employees,   directors,   officers,   attorneys,   branches,
          affiliates,  subsidiaries,  successors  and assigns  and all  persons,
          firms,   corporations  and  organizations   acting  on  any  of  their
          respective  behalves (the "Released  Parties") of and from any and all
          claims, liabilities,  demands,  obligations,  damages, losses, actions
          and causes of action  whatsoever  which the Borrower or any  Guarantor
          may now  have or claim to have  against  the  Agent or any Bank or any
          other Released Parties as of the date hereof,  whether presently known
          or unknown and of any nature and extent whatsoever, including, without
          limitation,  on  account  of or in any way  affecting,  concerning  or
          arising  out of or founded  upon the Credit  Agreement,  this  Seventh
          Amendment or any of the Loan  Documents,  including but not limited to
          all such loss or damage of any kind  heretofore  sustained or that may
          arise as a consequence  of the dealings  between the parties up to and
          including  the  date  hereof,   including  but  not  limited  to,  the
          administration or enforcement of the Loans, the Notes, the Obligations
          or any of the Loan Documents.  The obligations of the Borrower and the
          Guarantors  under the Loan Documents and this Seventh  Amendment shall
          be  absolute  and  unconditional  and shall  remain in full  force and
          effect without regard to, and shall not be released,  discharged or in
          any way affected by:

                    (i) any exercise or nonexercise of any right,  remedy, power
               or privilege under or in respect of this Seventh  Amendment,  any
               Loan Document,  any document relating to or evidencing any of the
               Agent's or any Bank's liens or applicable law, including, without
               limitation, any waiver, consent,  extension,  indulgence or other
               action or inaction in respect thereof; or

                    (ii) any other act or thing or  omission  or delay to do any
               other act or thing  which could  operate to or as a discharge  of
               the  Borrower  or any  Guarantor  as a matter of law,  other than
               payment in full of all


<PAGE>


               Obligations,  including but not limited to all obligations  under
               the Loan Documents and this Seventh Amendment.

          The Borrower and each of the  Guarantors  further  agrees to indemnify
          and hold the  Agent  and the  Banks  and  their  respective  officers,
          directors,  attorneys,  agents and  employees  harmless from any loss,
          damage,  judgment,  liability or expense  (including  attorneys' fees)
          suffered  by or  rendered  against  the Agent or the Banks,  or any of
          them,  on account  of any claims  arising  out of or  relating  to the
          Obligations.  The Borrower and each of the  Guarantors  further states
          that it has carefully read the foregoing release and indemnity,  knows
          the contents thereof and grants the same as its own free act and deed.

7.        Counterparts.  This Seventh  Amendment  may be signed in any number of
          counterpart copies and by the parties hereto on separate counterparts,
          but all such copies shall constitute one and the same instrument.

8.        Binding Effect.  This Seventh Amendment will be binding upon and inure
          to the  benefit of the  Borrower,  the  Guarantors,  the Banks and the
          Agent  and  their   respective   heirs,   executors,   administrators,
          successors and assigns.

9.        Additional  Conditions  and  Covenants.  The following  agreements and
          covenants constitute additional and substantial  consideration for the
          Banks'  agreement to effect the amendments to the Credit Agreement set
          forth herein:

          (a)  The Borrower shall reimburse the Agent for its out of pocket fees
               and expenses incurred in connection with this Seventh  Amendment,
               including, without limitation, its attorney fees and expenses.

          (b)  The Borrower and the Guarantors shall execute such  reaffirmation
               documents and other  documents,  instruments  and agreements that
               the Agent  may  request  from time to time in order to  evidence,
               ratify and affirm its obligations  under the Credit Agreement and
               the other Loan  Documents and the security  interests,  liens and
               pledges effected thereby.

10.       Representation by Counsel.  The Borrower and each Guarantor represents
          and warrants that it is represented by legal counsel of its choice and
          that its  counsel  has had the  opportunity  to  review  this  Seventh
          Amendment,  that it is fully aware of the terms  contained  herein and
          that it has voluntarily and without  coercion or duress of any kind or
          nature whatsoever entered into this Seventh Amendment.  The provisions
          of this Seventh  Amendment shall survive the execution and delivery of
          this Seventh Amendment.

11.       LIMITATION  ON DAMAGES.  NEITHER THE AGENT,  ANY BANK NOR ANY AGENT OR
          ATTORNEY  FOR OR OF THE  AGENT OR ANY  BANK  SHALL  BE  LIABLE  TO THE
          BORROWER OR ANY GUARANTOR FOR ANY INDIRECT, SPECIAL,  CONSEQUENTIAL OR
          PUNITIVE  DAMAGES  ARISING FROM ANY BREACH OF CONTRACT,  TORT OR OTHER
          WRONG RELATING TO THE  ESTABLISHMENT,  ADMINISTRATION OR COLLECTION OF
          THE  OBLIGATIONS,  AS  DEFINED IN ANY LOAN  DOCUMENT  OR THE ACTION OR
          INACTION  OF THE AGENT OR ANY BANK OR THE  BORROWER  OR ANY  GUARANTOR
          UNDER THIS SEVENTH AMENDMENT OR ANY LOAN DOCUMENT OR OTHERWISE.

12.       Ratification  of Loan Documents.  Except as amended hereby,  the terms
          and  provisions  of the Loan  Documents  remain  unchanged and in full
          force and effect,  and are hereby  ratified  and  affirmed.  Except as
          expressly provided herein, this Seventh Amendment shall not constitute
          an amendment, waiver, consent or release with respect to any provision
          of any Loan  Document,  a waiver of any  default  or Event of  Default
          thereunder,  or a waiver or release  of any of the  Banks'  rights and
          remedies (all of which are hereby reserved).  The Borrower and each of
          the  Guarantors  expressly  ratifies and confirms  the  confession  of
          judgment (if applicable) and waiver of jury trial provisions contained
          in the Loan  Documents as if set forth herein in their  entirety as of
          the date hereof.


                      [SIGNATURE PAGE FOLLOWS IMMEDIATELY]


<PAGE>



  WITNESS the due execution hereof as of the day and year first above written.


COMPUDYNE CORPORATION,
a Nevada corporation


By:
    -------------------------------------------------
Title:  CFO-Treasurer


CORRLOGIC, INC.,
a Nevada corporation


By:
    -------------------------------------------------
Title: Vice President


FIBER SENSYS, INC.,
an Oregon corporation


By:
    -------------------------------------------------
Title: Vice President


NEW TIBURON, INC.,
a Virginia corporation


By:
    -------------------------------------------------
Title: Vice President


NORMENT SECURITY GROUP, INC.,
a Delaware corporation


By:
    -------------------------------------------------
Title: Vice President


NORSHIELD CORPORATION,
an Alabama corporation


By:
    -------------------------------------------------
Title: Vice President


<PAGE>


QUANTA SYSTEMS CORPORATION,
a Connecticut corporation


By:
    -------------------------------------------------
Title:
      -----------------------------------------------


SYSCO SECURITY SYSTEMS, INC., now by name change SECURETRAVEL, INC.
a Nevada corporation


By:
    -------------------------------------------------
Title: Vice President


PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent


By:
    -------------------------------------------------
Title:  Vice President


SUNBANK
By:
    -------------------------------------------------


Title:  Regional President




<PAGE>



                                  EXHIBIT A - 1
                         AMENDMENTS TO CREDIT AGREEMENT

                                    EXHIBIT A

         The Credit Agreement is hereby amended as follows:

                  I.       Background to Amendment
                           -----------------------

                  The Borrower, the Guarantors, the Banks and the Agent desire
to amend the Credit Agreement to extend the Expiration Date for the Line of
Credit and the maturity date for the Term Loan.

                   II.     Credit Agreement Amendments
                           ---------------------------

     (A)  The  definition  of  "Expiration  Date"  appearing  in Section  1.1 is
                                ----------------
          deleted and restated in its entirety as follows:

          "Expiration Date shall mean, with respect to the Revolving Credit
           ---------------
           Commitments, February 16, 2005."

     (B)  Section 3.3 is deleted and restated in its entirety as follows:

          "3.3  Term Loan Notes.
                ---------------

                  The Obligation of the Borrower to repay the unpaid principal
         amount of the Term Loans made to it by each Bank, together with
         interest thereon, shall be evidenced by a Term Note dated the Closing
         Date payable to the order of each Bank in a face amount equal to the
         Term Loan Commitment of such Bank. The principal amount as provided
         therein of the Term Notes shall be payable in equal consecutive
         quarterly installments of principal equal to $416,666.67, plus accrued
         interest thereon. All outstanding principal and accrued interest shall
         be due and payable, and the Term Loans shall mature, on February 16,
         2005."



<PAGE>

STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                 ,
                                            ---------------------------------
who acknowledged himself/herself to be the                                of
                                          --------------------------------
COMPUDYNE CORPORATION and that he/she, as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public

My commission expires:




STATE OF -----------------------------                     )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
CORRLOGIC, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public

My commission expires:




STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
FIBER SENSYS, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public




My commission expires:


<PAGE>




STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
NEW TIBURON, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public


My commission expires:




STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
NORMENT SECURITY GROUP, INC. and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public


My commission expires:




STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
NORSHIELD CORPORATION and that he/she, as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public


My commission expires:


<PAGE>


STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
QUANTA SYSTEMS CORPORATION and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public


My commission expires:




STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
SECURETRAVEL, INC., formerly, SYSCO SECURITY SYSTEMS, INC. and that he/she, as
such officer, being authorized to do so, executed the foregoing instrument for
the purposes therein contained by signing on behalf of the corporation as such
officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public


My commission expires:




COMMONWEALTH OF PENNSYLVANIA                        )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared Thomas J. Fowlston, who
acknowledged himself to be the Vice President of PNC BANK, NATIONAL ASSOCIATION
and that he, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing on behalf of the
corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public


My commission expires:

<PAGE>



STATE OF -----------------------------                           )
                                                                 ) SS:
COUNTY OF                                                        )
          ----------------------------------

         On this, the       day of December, 2003, before me, a Notary Public,
                      -----
the undersigned officer, personally appeared                                ,
                                            --------------------------------
who acknowledged himself/herself to be the                                of
                                           -------------------------------
SUNBANK and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -------------------------------------
                                  Notary Public

My commission expires: