VOTING
      AND LOCK-UP AGREEMENT

     

    This
      Voting and Lock-Up Agreement (this “Agreement”) is made as of August 18, 2008,
      by and between GCA II Acquisition Corp., a Delaware corporation (“Parent”) and
      Barry L. Hodge, a principal stockholder of SecurLinx Holding Corp., a Delaware
      corporation (the “Company”)(the “Company Principal Stockholder”).

     

    WHEREAS,
      concurrently with the execution and delivery of this Agreement, Parent,
      SecurLinx Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
      of Parent (“Merger Sub”) and the Company are entering into an Agreement and Plan
      of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged
      with and into the Company, and the Company shall be the surviving corporation
      following the merger (the “Merger”);

     

    WHEREAS,
      as of the date hereof, the Company Principal Stockholder is a Beneficial Owner
      (as defined below) of the Subject Shares (as defined
      below); and

     

    WHEREAS,
      in order to induce Parent to enter into the Merger Agreement, the Company
      Principal Stockholder has agreed to enter into this Agreement;

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and of the covenants
      and
      agreements set forth herein and in the Merger Agreement, and intending to be
      legally bound hereby, the parties agree as follows:

     

    1. Definitions.

     

    (a) “Beneficially
      Own” or “Beneficial Owner”
      with
      respect to any securities means having “beneficial ownership” as determined
      pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”).

     

    (b) “Company
      Capital Stock”
      means
      shares of common stock, par value $0.001 per share, of the
      Company.

     

    (c) “Company
      Options and Other Rights”
      means
      options, warrants and other rights to acquire, directly or indirectly, shares
      of
      Company Capital Stock.

     

    (d) “Expiration
      Date”
      means
      the earlier to occur of (i) the Effective Time (as defined in the Merger
      Agreement) or (ii) the date on which the Merger Agreement is terminated
      pursuant to its terms.

     

    (e) “Subject
      Shares”
      means
      (i) all shares of Company Capital Stock Beneficially Owned by the Company
      Principal Stockholder as of the date of this Agreement and (ii) all
      additional shares of Company Capital Stock of which the Company Principal
      Stockholder acquires Beneficial Ownership during the period from the date of
      this Agreement through the Expiration Date.

     

    2. Voting
      Agreement.

     

    (a) The
      Company Principal Stockholder hereby reresents that it is an “accredited
      investor” as such term is defined within Rule 501 of Regulation D promulgated
      under the Securities Act of 1933, as amended (the “Securities Act”);


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Company Principal Stockholder hereby agrees that, prior to the Expiration Date,
      at any meeting of the stockholders of the Company, however called, and in any
      written action by consent of stockholders of the Company, unless otherwise
      directed in writing by Parent, the Company Principal Stockholder shall cause
      to
      be counted as present thereat for purposes of establishing a quorum and, subject
      only to Parent’s compliance with applicable securities laws, shall vote, or
      cause to be voted, any and all Subject Shares Beneficially Owned by the
      Company Principal Stockholder as of the record date of such meeting or written
      consent:

     

    (i) “FOR”
the
      execution and delivery by the Company of the Merger Agreement and the adoption
      and approval of the Merger Agreement and the terms thereof, in favor of each
      of
      the other actions contemplated by the Merger Agreement and in favor of any
      action in furtherance of any of the foregoing;

     

    (ii) “AGAINST”
      any action or agreement that would result in a breach of any representation,
      warranty, covenant or obligation of the Company in the Merger
      Agreement; and

     

    (iii) “AGAINST”
      the following actions (other than the Merger and the transactions contemplated
      by the Merger Agreement): (A) any extraordinary corporate transaction, such
      as a merger, consolidation or other business combination involving the Company
      or any subsidiary of the Company; (B) any sale, lease, sublease, license,
      sublicense or transfer of a material portion of the rights or other assets
      of
      the Company or any subsidiary of the Company; (C) any reorganization,
      recapitalization, dissolution or liquidation of the Company or any subsidiary
      of
      the Company; (D) any change in the individuals who serve as members of the
      board of directors of the Company; (E) any amendment to the Company’s
      certificate of incorporation or bylaws; (F) any material change in the
      capitalization of the Company or the Company’s corporate structure; and
      (G) any other action which is intended, or could reasonably be expected, to
      impede, interfere with, delay, postpone, discourage or adversely affect the
      Merger or any of the other transactions contemplated by the Merger Agreement
      or
      this Agreement.

     

    (c) No
      provision contained in this Agreement shall prohibit the Company Principal
      Stockholder from voting in his capacity as a director of the Company in any
      manner whatsoever.

     

    (d) Prior
      to
      the Expiration Date, the Company Principal Stockholder shall not enter into
      any
      other agreement or understanding with any Person requiring him to vote in his
      capacity as a stockholder or give instructions in any manner inconsistent with
      clause “(i),” clause “(ii)” or clause “(iii)” of Section 2(b).

     

    (e) The
      Company Principal Stockholder hereby waives and agrees not to exercise any
      applicable “appraisal rights” under the Delaware General Corporation Law with
      respect to the Subject Shares in connection with the Merger and the Merger
      Agreement.

     

    
      
         

      

      
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    3. Lock-up
      Agreement.

     

    (a) In
      consideration of the issuance of common stock of Parent in exchange for the
      Subject Shares (the “Parent Shares”) to the Company Principal Stockholder
      pursuant to the terms of the Merger Agreement, and of other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      notwithstanding any registration on the part of the Parent Shares under the
      Securities Act, the Company Principal Stockholder agrees that, during the period
      beginning from the Effective Time (as defined in the Merger Agreement) and
      continuing until the date one (1) year thereafter (the “Release Date”), the
      Company Principal Stockholder shall not (a) offer, sell, contract to sell,
      pledge, grant any option to purchase, make any short sale or otherwise dispose
      of any Parent Shares, or (b) engage directly or indirectly in any
      transaction the likely result of which would involve a transaction prohibited
      by
      clause (a), except in each case as permitted by Section 3(e) below.
      Following the Release date, and regardless of whether any such shares are
      registered for resale or not, the Company Principal Stockholder shall restrict
      all sales of Parent Shares for one (1) additional year to an amount which,
      when
      taken together with all sales by the Company Principal Stockholder of Parent
      Shares within the then-preceding three months, shall not exceed the greater
      of:

    


    
      	 	
              (i)
                

            	
              one
                percent (1%) of the total Parent Shares then issued and outstanding
                as
                shown by the most recent publicly filed report or statement published
                by
                the Parent; or

            


    

    
      	 	
              (ii)
                

            	
              the
                average weekly reported volume of trading in Parent Shares on all
                national
                securities exchanges and/or reported through the automated quotation
                system of a registered securities association during the four calendar
                weeks preceding the date of receipt of the order to execute the
                transaction by the broker or the date of execution of the transaction
                directly with a market maker.

            


    

     

    (b) The
      foregoing restriction is expressly agreed to preclude the Company Principal
      Stockholder from engaging in any hedging or other transaction which is designed
      to, or reasonably expected to lead to, or result in, a sale or disposition
      of
      the Parent Shares even if such shares would be disposed of by someone other
      than
      the Company Principal Stockholder. Such prohibited hedging or other transactions
      would include without limitation any short sale or any purchase, sale or grant
      of any right (including without limitation any put or call option) with respect
      to any of the Parent Shares or with respect to any security that includes,
      relates to, or derives any significant part of its value from the Parent
      Shares.

     

    (c) The
      Company Principal Stockholder further represents and agrees that the undersigned
      has not taken and will not take, directly or indirectly, any action which is
      designed to or which has constituted or which might reasonably be expected
      to
      cause or result in stabilization or manipulation of the price of any security
      of
      Parent to facilitate the sale or resale of the Parent Shares, or which has
      otherwise constituted or will constitute any prohibited bid for or purchase
      of
      the Parent Shares or any related securities.

     

    (d) The
      Company Principal Stockholder acknowledges and agrees that, pending the Release
      Date, any additional Parent Shares acquired by such Stockholder upon exercise
      of
      replacement stock options may not be sold or otherwise transferred
      notwithstanding that a registration statement on Form S-8 or Form S-4
      may be effective with respect to the exercise of such options and the sale
      of
      Parent Shares obtained thereby.

    


    (e) Notwithstanding
      the foregoing restrictions on transfer, the Company Principal Stockholder may
      transfer the Parent Shares (i) in an amount not to exceed five percent (5%)
      of the total amount of Parent Shares received by the Company Principal
      Stockholder pursuant to the Merger; provided
      however,
      that
      such Parent Shares may not be transferred unless the Parent Shares are
      registered under the Securities Act, or (ii) as transfers by will or
      intestacy, or (iii) to any trust for the direct or indirect benefit of the
      Company Principal Stockholder or his immediate family; provided
      however,
      that any such transfer shall not involve a disposition for value. For purposes
      of this letter agreement, “immediate family” shall mean any relationship by
      blood, marriage or adoption, not more remote than first cousin.

     

    
      
         

      

      
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    (f) The
      Company Principal Stockholder now has, and, except as contemplated by the
      preceding paragraph (e), at all times prior to the Release Date will have,
      good and marketable title to the Parent Shares still owned by him, free and
      clear of all liens, encumbrances, and claims whatsoever. The Company Principal
      Stockholder agrees and consents to the entry of stop transfer instructions
      with
      the Parent’s transfer agent and registrar against the transfer of the Parent
      Shares except in compliance with the foregoing restrictions in
      Sections 3(a) and (e) above. The Company Principal Stockholder
      understands that the restrictions with respect to the Parent Shares set forth
      herein are in addition to any other restrictions upon transfer that may arise
      pursuant to any other agreement to which the Company Principal Stockholder
      is a
      party or under applicable securities laws.

     

    4. Representations
      and Warranties of Stockholder.  The
      Company Principal Stockholder represents and warrants to Parent
      as follows:

     

    (a) As
      of the
      date of this Agreement and at all times through the Expiration
      Date:

    


    (i) He
      is the
      Beneficial Owner (free and clear of any encumbrances or restrictions) of the
      outstanding shares of Company Capital Stock set forth under the heading “Shares
      of Company Capital Stock Beneficially Owned”, on the signature page
      hereof;

     

    (ii) He
      is the
      Beneficial Owner (free and clear of any encumbrances or restrictions) of the
      outstanding Company Options and Other Rights set forth under the heading
“Company Options and Other Rights Beneficially Owned” on the signature page
      hereof; and

     

    (iii) He
      does
      not directly or indirectly Beneficially Own any shares of Company Capital Stock
      or Company Options or Other Rights or other securities of the Company, other
      than the shares of Company Capital Stock and Company Options and Other Rights
      set forth on the signature page hereof.

     

    (b) The
      Company Principal Stockholder has the legal capacity, power and authority to
      enter into and perform all of its obligations under this Agreement. This
      Agreement has been duly executed and delivered by the Company Principal
      Stockholder, and upon its execution and delivery by Parent, will constitute
      a
      legal, valid and binding obligation of the Company Principal Stockholder,
      enforceable against him in accordance with its terms, except as enforceability
      may be limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting or relating to creditors rights generally, and the
      availability of injunctive relief and other equitable remedies.

     

    (c) The
      execution, delivery and performance by the Company Principal Stockholder of
      this
      Agreement will not (i) conflict with, require a consent, waiver or approval
      under, or result in a breach of or default under, any of the terms of any
      contract, commitment or other obligation (written or oral) to which such Company
      Principal Stockholder is a party or by which any of his assets may be
      bound.

     

    (d) No
      filing
      with, and no permit, authorization, consent or approval of, any state or federal
      public body or authority is necessary for the execution of this Agreement by
      the
      Company Principal Stockholder and the consummation by Company Principal
      Stockholder of the transactions contemplated hereby.

    


    5. Covenants
      of Stockholder.  The
      Company Principal Stockholder covenants and agrees for the
      benefit of Parent that, until the Expiration Date, he shall not:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    (a) sell,
      transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose
      of,
      or enter into any contract, option or other arrangement or understanding with
      respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment,
      tender or other disposition of, (i) any Subject Shares or any interest
      therein, or (ii) any Company Options and Other Rights or any interest
      therein; provided,
      however,
      that
      Stockholder may convert, exercise or exchange Company Options and Other Rights
      into or for shares of Company Capital Stock in which event such shares of
      Capital Stock shall become and be deemed Subject Shares subject to all the
      terms
      and conditions of this Agreement;

     

    (b) acquire
      any shares of the stock of Parent except pursuant to existing Company Options
      and Other Rights or unless such shares shall become subject to the terms of
      this
      Agreement;

     

    (c) grant
      any
      powers of attorney or proxies or consents in respect of any of the Subject
      Shares, deposit any of such Subject Shares into a voting trust, or enter into
      a
      voting agreement with respect to any of such Subject Shares; or

     

    (d) take
      any
      other action with respect to the Subject Shares that would in any way restrict,
      limit or interfere with the performance of Company Principal Stockholder’s
      obligations hereunder or the transactions contemplated hereby and the Merger
      Agreement.

     

    6. Adjustments;
      Additional Shares.  In
      the event (a) of any stock dividend, stock split, merger,
      recapitalization, reclassification, combination, exchange of shares or the
      like
      of the capital stock of the Company on, of or affecting the Subject Shares,
      or
      (b) that Stockholder shall become the Beneficial Owner of any additional
      shares of Company Capital Stock or other securities entitling the holder thereof
      to vote or give consent with respect to the matters set forth in
      Section 2(a), then the terms of this Agreement shall apply to the shares of
      Company Capital Stock or other instruments or documents held by Stockholder
      immediately following the effectiveness of the events described in
      clause (a) or Stockholder becoming the Beneficial Owner thereof as
      described in clause (b), as though, in either case, they were Subject
      Shares hereunder. The foregoing shall apply (mutatis
      mutandis)
      to the
      Subject Shares and Section 3 of this Agreement.

     

    7. Amendments
      and Waivers.  Any
      provision of this Agreement may be amended or waived if, and
      only if, such amendment or waiver is in writing and is signed, in the case
      of an
      amendment, by each party to this Agreement, or in the case of a waiver, by
      the
      party against whom the waiver is to be effective. No failure or delay by any
      party in exercising any right or privilege hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise thereof preclude any other
      or
      further exercise thereof or the exercise of any other right, power or privilege.
      To the maximum extent permitted by law, (a) no waiver that may be given by
      a party shall be applicable except in the specific instance for which it was
      given and (b) no notice to or demand on one party shall be deemed to be a
      waiver of any obligation of such party or the right of the party giving such
      notice or demand to take further action without notice or demand.

     

    8. Assignment.  This
      Agreement may not be assigned by any party hereto without the
      prior written consent of the other parties. Subject to the foregoing, all of
      the
      terms and provisions of this Agreement shall inure to the benefit of and be
      binding upon the parties hereto and their respective executors, heirs, personal
      representatives, successors and assigns.

     

    9. Entire
      Agreement.  This
      Agreement and the documents, instruments and other agreements
      specifically referred to herein or delivered pursuant hereto, set forth the
      entire understanding of the parties with respect to the subject matter hereof.
      Any and all previous agreements and understandings between or among the parties
      regarding the subject matter hereof, whether written or oral, are superseded
      by
      this Agreement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    10. Notices.  Any
      notice, request, demand, waiver, consent, approval or other
      communication which is required or permitted hereunder shall be in writing
      and
      shall be deemed given (a) on the date established by the sender as having
      been delivered personally; (b) on the date delivered by a private courier
      as established by the sender by evidence obtained from the courier; (c) on
      the date sent by facsimile, with confirmation of transmission, if sent during
      normal business hours of the recipient, if not, then on the next business day;
      or (d) on the fifth day after the date mailed, by certified or registered
      mail, return receipt requested, postage prepaid. Such communications, to be
      valid, must be addressed as follows:

     

    If
      to
      Parent, to:

     

    GCA
      II Acquisition Corp. 

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Attn:
      Michael M. Membrado

    


    Facsimile:
      646-486-9771

     

    With
      a
      required copy to:

     

    M.M.
      Membrado, PLLC

    115
      East
      57th
      Street,
      Suite 1006

    New
      York,
      New York 10022

    Attn:
      Michael M. Membrado

    


    Facsimile:
      646-486-9771

     

    If
      to any
      of the Company Principal Stockholder:

     

    SecurLinx
      Holding Corp.

    150
      Clay
      Street, Suite 440

    Morgantown,
      WV 26501

    Att:
      Barry L. Hodge, CEO

    


    Fax:
      304-292-2053

     

    With
      a
      required copy to:

     

    Steptoe
      & Johnson, PLLC

    Chase
      Tower, Eighth Floor

    P.O.
      Box
      1588

    Chareleston,
      WV 25326-1588 

    Att:
      Mike
      Stuart, Esq.

    


    Fax:
      304-353-8180

     

    or
      to
      such other address or to the attention of such person or persons as the
      recipient party has specified by prior written notice to the sending party
      (or
      in the case of counsel, to such other readily ascertainable business address
      as
      such counsel may hereafter maintain). If more than one method for sending notice
      as set forth above is used, the earliest notice date established as set forth
      above shall control.

     

    
      
         

      

      
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    11. 
      Captions.  
All
      captions contained in this Agreement are for convenience of
      reference only, do not form a part of this Agreement and shall not affect in
      any
      way the meaning or interpretation of this Agreement.

     

    12. 
      Severability;
      Enforcement.  Any
      provision of this Agreement which is invalid or unenforceable in
      any jurisdiction shall be ineffective to the extent of such invalidity or
      unenforceability without invalidating or rendering unenforceable the remaining
      provisions hereof, and any such invalidity or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    13. 
      Specific
      Performance.  The
      Company Principal Stockholder acknowledges that the agreements
      contained in this Agreement are an integral part of the transactions
      contemplated by the Merger Agreement, and that, without these agreements, Parent
      would not enter into the Merger Agreement, and acknowledges that damages would
      be an inadequate remedy for any breach by the Company Principal Stockholder
      of
      the provisions of this Agreement. Accordingly, the Company Principal Stockholder
      agrees that his obligations hereunder shall be specifically enforceable and
      he
      shall not take any action to impede the other from seeking to enforce such
      right
      of specific performance.

     

    14. 
      Consent
      to Jurisdiction.  Each
      party irrevocably submits to the exclusive jurisdiction of
      (a) New York County, New York, and (b) the United States District
      Court for the Southern District of New York, for the purposes of any action,
      suit or proceeding arising out of this Agreement or any transaction contemplated
      hereby. Each party agrees to commence any such action, suit or proceeding either
      in the United States District Court for the Southern District of New York or
      if
      such action, suit or proceeding may not be brought in such court for
      jurisdictional reasons, in the Supreme Court sitting in New York County
      (including its Appellate Division). Each party further agrees that service
      of
      any process, summons, notice or document by U.S. registered mail to such
      party’s respective address set forth above shall be effective service of process
      for any action, suit or proceeding in New York with respect to any matters
      to
      which it has submitted to jurisdiction in this Section 15. Each party
      irrevocably and unconditionally waives any objection to the laying of venue
      of
      any action, suit or proceeding arising out of this Agreement or the transactions
      contemplated hereby in (i) the United States District Court for the
      Southern District of New York, or (ii) the Supreme Court sitting in New
      York County (including its Appellate Division), and hereby further irrevocably
      and unconditionally waives and agrees not to plead or claim in any such court
      that any such action, suit or proceeding brought in any such court has been
      brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL
      RIGHT
      TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN
      THE
      NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

     

    15. 
      Governing
      Law.  This
      Agreement shall be governed by and interpreted and enforced in
      accordance with the laws of the State of New York, without giving effect to
      any
      choice of law or conflict of laws rules or provisions (whether of the State
      of
      New York or any other jurisdiction) that would cause the application of the
      laws
      of any jurisdiction other than the State of New York, except to the extent
      that
      the voting of the Subject Shares is subject to the corporate law of the State
      of
      Delaware.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      all
      as of the day and year first above written.

     

    GCA
      II
      ACQUISITION CORP.

     

    By:
      __________________________________

    Name:
      Michael M. Membrado

    Title:  
      President
      and Chief Executive Officer

     

    COMPANY
      PRINCIPAL STOCKHOLDER: 

     

    ________________________________________

                             
      Barry L. Hodge

    


    Shares
      of
      Company Common Stock Beneficially Owned: __________________

     

    Company
      Options and Other Rights Beneficially Owned: __________________

     

    
      
         

      

      
        8