Fifth Amendment to Credit Agreement

     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and effective as of June 27, 2003, by and among COMPUDYNE CORPORATION
(the "Borrower"), the GUARANTORS party to this Fifth Amendment and the
Credit Agreement referred to below (collectively, the "Guarantors"),
the BANKS party to this Fifth 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 and that
Fourth Amendment to Credit Agreement dated as of March 21, 2003 (the
"Fourth Amendment"), 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 revolving credit facility
(including a $6,000,000 letter of credit subfacility and a $2,000,000
swing line of credit) and a $5,000,000 term loan, and (ii) those Notes
of the Borrower evidencing its obligations under the Credit Agreement
and the Loan Documents, comprised of a $3,000,000 Amended and Restated
Term Note dated December 19, 2001, an $18,000,000 Second Amended and
Restated Revolving Credit Note dated April 22, 2002, a $2,000,000
Term Note dated December 19, 2001, a $12,000,000 Amended and Restated
Revolving Credit Note dated April 22, 2002 and a $2,000,000 Swing Line
Note dated November 16, 2001 (collectively, the "Notes");
WHEREAS, contemporaneously with the execution of this Fifth Amendment
and as permitted by the terms of the Credit Agreement, SunTrust Bank
("SunTrust") has assigned: (i) to SunBank ("SunBank"), 49.1875% of
its rights and interests in, and SunBank has assumed such percentage
interest in, the Commitments of SunTrust under the Credit Agreement
and the Loan Documents, by virtue of execution of an Assignment and
Assumption Agreement between SunTrust and SunBank even date herewith
(the "SunBank Assignment and Assumption Agreement"); and (ii) to PNC
Bank, National Association ("PNC"), 50.8143% of its rights and
interests in, and PNC has assumed such percentage interest in, the
Commitments of SunTrust under the Credit Agreement and the Loan
Documents, by virtue of execution of an Assignment and Assumption
Agreement between SunTrust and PNC even date herewith (the "PNC
Assignment and Assumption Agreement"); and

     WHEREAS, pursuant to the terms of the SunBank Assignment and
Assumption Agreement and the Credit Agreement, the Borrower has executed
and delivered to SunBank the following Notes (the "SunBank Notes"):
(i) a Revolving Credit Note dated June 27, 2003 in the stated principal
amount of $5,455,000; and (ii) a Term Note dated June 27, 2003 in the
stated principal amount of $545,000.  All references to the "Notes" in
the Credit Agreement and each of the Loan Documents shall hereinafter
refer to and include the  SunBank Notes; and

     WHEREAS, pursuant to the terms of the PNC Assignment and Assumption
Agreement and the Credit Agreement, the Borrower has executed and
delivered to PNC Bank the following Notes (the "Amended PNC Notes"):
(i) a Third Amended and Restated Revolving Credit Note dated June 27,
2003 in the stated principal amount of $19,545,000; and (ii) a Second
Amended and Restated Term Note dated June 27, 2003 in the stated
principal amount of $1,951,666.65.  All references to the "Notes" in the
Credit Agreement and each of the Loan Documents shall hereinafter refer
to and include the Amended PNC Notes; and

     WHEREAS, the Borrower, the Guarantors, the Agent and the Banks
desire to further amend the Credit Agreement 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 any of the Loan Documents shall be deemed to refer to the
Credit Agreement as amended hereby.  Any initially capitalized terms
used in this Fifth Amendment without definition shall have the meanings
assigned to those terms in the Credit Agreement.

2.     Incorporation into Credit Agreement.  This Fifth Amendment is
deemed incorporated into each of the Loan Documents.  To the extent
that any term or provision of this Fifth 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  Fifth 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
              Fifth Amendment, the SunBank Notes and the Amended PNC
              Notes, and all other documents 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 Fifth
              Amendment, the SunBank Notes, the Amended PNC Notes and all
              documents and instruments herein set forth have been taken
              or obtained. Upon their execution and delivery, this Fifth
              Amendment, the SunBank Notes, the Amended PNC Notes 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 Fifth Amendment, and shall specifically extend to and include the
SunBank Notes and the Amended PNC Notes. 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 Fifth 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 Fifth 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 Fifth
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 Fifth 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 Obligations, including but not limited to all
     obligations under the Loan Documents and this Fifth 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 Fifth 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 Fifth 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
              Fifth Amendment, including, without limitation, its
              attorney fees and expenses.

      (b)     SunTrust and SunBank shall have duly executed the SunBank
              Assignment and Assumption Agreement in substantially the
              form attached hereto as Appendix 1, and a true and correct
              copy thereof shall have been provided to the Agent.

      (c)     SunTrust and PNC shall have duly executed the PNC
              Assignment and Assumption Agreement in substantially the
              form attached hereto as Appendix 2, and a true and correct
              copy thereof shall have been provided to the Agent.

      (d)     The Borrower  shall have duly executed and delivered the
              SunBank Notes in substantially the form attached hereto as
              Appendix 3, and a true and correct copy thereof shall have
              been provided to the Agent.

      (e)     The Borrower shall have duly executed and delivered the
              Amended PNC Notes in substantially the form attached hereto
              as Appendix 4, and a true and correct copy thereof shall
              have been provided to the Agent.

      (f)     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.

      (g)     The Borrower shall pay a commitment fee to the Agent on
              behalf of SunBank in the amount of $10,000.

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
Fifth 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 Fifth Amendment.  The provisions
of this Fifth Amendment shall survive the execution and delivery of this
Fifth 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 FOURTH AMENDMENT OR ANY LOAN DOCUMENT OR OTHERWISE.

12.     Elimination of Fourth Amendment Condition.  The requirement
regarding the Subordinated Cash Event set forth in Section 9(e) of the
Fourth Amendment is hereby eliminated.

13.     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 Fifth 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]


     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



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





               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 reallocate the amount of the Banks'
Commitments, to reduce the total amounts of the Commitments and to modify
the definition of "Fixed Charges".

     II.    Credit Agreement Amendments

            a)  The definition of "Fixed Charges" set forth in Section
1.1 is deleted and restated in its entirety as follows:

                "Fixed Charges" shall mean for any period of
            determination the sum of interest expense and scheduled
            principal installments on Indebtedness (as adjusted for
            prepayments) for the prior four (4) fiscal quarters in each
            case of the Borrower and its Subsidiaries for such period
            determined and consolidated in accordance with GAAP."

            b)  Part 1 of Schedule 1.1(B) is deleted in its entirety
and restated as follows:


Part 1 - Commitments of Banks and Addresses for Notices to Banks



Bank

Name:  PNC Bank, National Association
Address: 4242 Carlisle Pike
Camp Hill, PA  17011
Attention: Thomas J. Fowlston
Telephone  (717) 730-2404
Telecopy:  (717) 730-2387

<Table>

<S>                <C>            <C>           <C>           <C>



Amount of        Amount of      Amount of
Commitment       Commitment     Commitment
for Revolving    for Term       for Swing      Total
Credit Loans       Loans         Loans*      Commitment  Ratable Shares
------------       -----         ------      ----------  --------------

$19,545,000    $1,951,666.65  $2,000,000   $21,496,666.65    78.17917%



Name: SunBank
Address: SunBank
1100 Spring Garden Drive
Suite A
Middletown, PA  17057
Attention: David Diffenderffer
Telephone:  (717) 831-0008
Telefax:  (717) 831-0072



Amount of        Amount of      Amount of
Commitment       Commitment     Commitment
for Revolving    for Term       for Swing      Total
Credit Loans       Loans         Loans*      Commitment  Ratable Shares
------------       -----         ------      ----------  --------------


$5,455,000        $545,000                   $6,000,000      21.82083%




TOTAL

$25,000,000    $2,496,666.65      $N/A     $27,496,666.65      100%
===========    =============      ====     ==============      ====

</TABLE>
_______________________

* The Swing Line is shown as a part of the Revolving Credit Commitment
of PNC Bank and is not separately combined in calculating total
Commitments in the table.










STATE OF ____________________      )
                                   ) SS:
COUNTY OF                          )


On this, the _____ day of June, 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 June, 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 June, 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:





STATE OF ____________________      )
                                   ) SS:
COUNTY OF                          )


On this, the _____ day of June, 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 June, 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 June, 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:





STATE OF ____________________      )
                                   ) SS:
COUNTY OF                          )


On this, the _____ day of June, 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 June, 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 June, 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 said bank 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 June, 2003, before me, a Notary Public,
the undersigned officer, personally appeared ___________________, who
acknowledged himself to be the Regional President of SUNBANK, 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
said bank as such officer.

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


                                 __________________________________
                                  Notary Public


My commission expires:








APPENDIX 1

FORM OF SUNBANK ASSIGNMENT AND ASSUMPTION AGREEMENT


                  ASSIGNMENT AND ASSUMPTION AGREEMENT

     Reference is made to the Credit Agreement dated as of November
16, 2001, as the same may be modified, supplemented or amended from time
to time, including, without limitation, 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 as of September 30, 2002 and that
Fourth Amendment to Credit Agreement dated as of March 21, 2003 (the
"Credit Agreement") by and among COMPUDYNE CORPORATION, a Nevada
corporation (the "Borrower"), the Guarantor subsidiaries and affiliates
of the Borrower parties thereto, the Banks as defined therein, and
PNC Bank, National Association, individually and in its capacity as
agent ("Agent").  Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein with the same meanings.

     SUNTRUST BANK (the "Assignor") and SUNBANK (the "Assignee"),
intending to be legally bound hereby, make this Assignment and
Assumption Agreement as of this 27th day of June, 2003 and hereby
agree as follows:

     1.  The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, WITHOUT RECOURSE
to the Assignor, 49.1857% interest in and to all of the Assignor's rights,
obligations and Commitment under the Credit Agreement as of the Effective
Date (as defined below), including without limitation, such percentage
interest in the Assignor's Commitment as in effect on the Effective Date,
the Loans owing to the Assignor on the Effective Date and the Notes
evidencing the outstanding Loans held by the Assignor.

     2.  The Assignor (i) represents and warrants that, as of the date
hereof, its Commitment (a) under the Revolving Credit Facility, is
$11,200,000 with an unpaid principal amount of $4,800,000 and (b) under
the Term Loan Facility, is $2,000,000 in original principal amount with
a current unpaid principal balance of $998,666.65; (ii) represents and
warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any
adverse claim; (iii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or
any of the Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement
or any of the Loan Documents or any other instrument or document
furnished pursuant thereto; (iv) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of
Borrower or the performance or observance by Borrower of any of its
obligations under the Credit Agreement or any of the Loan Documents
or any other instrument or document furnished pursuant thereto; and
(v) attaches the Notes referred to in paragraph 1 above and requests
that the Agent exchange such Notes for new Notes as follows:


     a)  Partially exchange existing Amended and Restated Revolving
     Credit Note dated April 22, 2002 in the stated principal amount
     of $12,000,000 payable to SunTrust Bank (the "SunTrust Revolving
     Note") for a Revolving Credit Note of Borrower in  favor of
     Assignee.  Upon closing under that Assignment and Assumption
     Agreement dated even date herewith between SunTrust Bank and PNC
     Bank, National Association regarding the remaining portion of the
     SunTrust Revolving Credit Facility Commitment, the SunTrust
     Revolving Note shall be deemed satisfied and cancelled; and

     b)  Partially exchange existing Term Note dated December 19, 2001
     in the stated principal amount of $2,000,000 payable to SunTrust
     Bank (the "SunTrust Term Note") for a Term Note of Borrower in
     favor of Assignee.  Upon closing under that Assignment and
     Assumption Agreement dated even date herewith between SunTrust
     Bank and PNC Bank, National Association regarding the remaining
     portion of the SunTrust Term Loan Commitment, the SunTrust Term
     Note shall be deemed satisfied and cancelled.

     3.	The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements
(if any) referred to in Sections 6.1.9 [Financial Statements] and
8.3 [Reporting Requirements] of the Credit Agreement and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and
Assumption; (ii) agrees that it will, independently and without reliance
upon the Agent, the Assignor or any other Bank, and based on such
documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Agent to
take such actions on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Agent by the terms thereof;
(iv) agrees that it will become a party to and be bound by the Credit
Agreement from and after the Effective Date as if it were an original
Bank thereunder and will have the rights and obligations of a Bank
thereunder and will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to
be performed by it as a Bank; (v) specifies as its address for notices
the office set forth beneath its name on the signature pages hereof.

     4.	The effective date of this Assignment and Assumption shall be
June 27, 2003 (the "Effective Date").  Following the execution of this
Assignment and Assumption, it will be delivered to the Agent for
acceptance and recording by the Agent.

     5.	Upon such acceptance and recording, as of the Effective Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Assumption, have the rights and
obligations of a Bank thereunder and under the Loan Documents and
(ii) the Assignor shall, to the extent provided in this Assignment and
Assumption, relinquish its rights and be released from its obligations
under the Credit Agreement, and the Commitments of the Assignor and the
Assignee shall be as set forth in Schedule I hereto.

     6.	Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal and interest fees with respect
thereto, less the Agent's Fee) to the Assignee.  The Assignor and
Assignee shall make all appropriate adjustments in payments under the
Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.

     7.	The Assignor makes this assignment to the Assignee in
consideration of the payment by the Assignee to the Agent of $3,163,400
receipt of which is hereby acknowledged by the Assignor.

     8. This Assignment and Assumption shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania excluding
its rules relating to conflicts of laws.


SUNTRUST BANK


By:
Name:
Title:



SUNBANK


By:
Name:
Title:



Notice Address:
1100 Spring Garden Drive
Suite A
Middletown, PA  17057
Telephone No.: (717) 831-0008
Telecopier No.: (717) 831-0072
Attn: David Diffenderffer



CONSENTED TO this ____day of June, 2003



PNC BANK, NATIONAL ASSOCIATION, as Agent


By:

Name:

Title:




COMPUDYNE CORPORATION


By:

Name:

Title:


                                SCHEDULE I

<Table>


                        <C>                         <C>


                    Amount of Commitment           Amount of Loans
                  as of the Effective Date    as of the Effective Date


SunTrust Bank 1         $      -0-                   $      -0-

SunBank 2               $ 6,000,000                  $ 3,163,400

</TABLE>

---------------------

1 After giving effect to the Assignment and Assumption Agreement dated
even date herewith between Assignor and PNC Bank, National Association

2 After giving effect to the modifications in the Commitment amounts set
forth in that Fifth Amendment to Credit Agreement dated even date herewith
among Assignee, PNC Bank, National Association, as agent, the Banks
parties thereto and the Guarantors parties thereto.









APPENDIX 2

FORM OF PNC ASSIGNMENT AND ASSUMPTION AGREEMENT

               ASSIGNMENT AND ASSUMPTION AGREEMENT

Reference is made to the Credit Agreement dated as of November 16, 2001,
as the same may be modified, supplemented or amended from time to time,
including, without limitation, 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 as of September 30, 2002 and that Fourth Amendment
to Credit Agreement dated as of March 21, 2003 (the "Credit Agreement")
by and among COMPUDYNE CORPORATION, a Nevada corporation (the "Borrower"),
the Guarantor subsidiaries and affiliates of the Borrower parties thereto,
the Banks as defined therein, and PNC Bank, National Association,
individually and in its capacity as agent ("Agent").  Unless otherwise
defined herein, terms defined in the Credit Agreement are used herein
with the same meanings.

SUNTRUST BANK (the "Assignor") and PNC BANK, NATIONAL ASSOCIATION (the
"Assignee"), intending to be legally bound hereby, make this Assignment
and Assumption Agreement as of this 27th day of June, 2003 and hereby
agree as follows:

  1.  The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor,
WITHOUT RECOURSE to the Assignor, 50.8143% interest in and to all of
the Assignor's rights, obligations and Commitment under the Credit
Agreement as of the Effective Date (as defined below), including
without limitation, such percentage interest in the Assignor's
Commitment as in effect on the Effective Date, the Loans owing to
the Assignor on the Effective Date and the Notes evidencing the
outstanding Loans held by the Assignor.

  2.  The Assignor (i) represents and warrants that, as of the date
hereof, its Commitment (a) under the Revolving Credit Facility, is
$11,200,000 with an unpaid principal amount of $4,800,000 and (b)
under the Term Loan Facility, is $2,000,000 in original principal
amount with a current unpaid principal amount of $998,666.65; (ii)
represents and warrants that it is the legal and beneficial owner of
the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (iii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or any of the Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement or any of the Loan Documents or any other instrument
or document furnished pursuant thereto; (iv) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of Borrower or the performance or observance by Borrower of
any of its obligations under the Credit Agreement or any of the Loan
Documents or any other instrument or document furnished pursuant thereto;
and (v) attaches the Notes referred to in paragraph 1 above and requests
that the Agent exchange such Notes for new Notes as follows:

     a) Partially exchange existing Amended and Restated Revolving Credit
     Note dated April 22, 2002 in the stated principal amount of
     $12,000,000 payable to SunTrust Bank (the "SunTrust Revolving Note")
     for a Third Amended and Restated Revolving Credit Note of Borrower
     in favor of Assignee.  Upon closing under that Assignment and
     Assumption Agreement dated even date herewith between SunTrust Bank
     and SunBank regarding the remaining portion of the SunTrust
     Revolving Credit Facility Commitment, the SunTrust Revolving Note
     shall be deemed satisfied and cancelled; and

     b) Partially exchange existing Term Note dated December 19, 2001 in
     the stated principal amount of $2,000,000 payable to SunTrust Bank
     (the "SunTrust Term Note") for a Second Amended and Restated Term
     Note of Borrower in  favor of Assignee.  Upon closing under the that
     Assignment and Assumption Agreement dated even date herewith between
     SunTrust Bank and SunBank regarding the remaining portion of the
     SunTrust Term Loan Commitment, the SunTrust Term Note shall be
     deemed satisfied and cancelled.

  3.  The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements (if any)
referred to in Sections 6.1.9 [Financial Statements] and 8.3 [Reporting
Requirements] of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption; and
(ii) agrees that it will, independently and without reliance upon the
Agent, the Assignor or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit
Agreement.

  4.  The effective date of this Assignment and Assumption shall be
June 27, 2003 (the "Effective Date").  Following the execution of this
Assignment and Assumption, it will be delivered to the Agent for
acceptance and recording by the Agent.

  5.  Upon such acceptance and recording, as of the Effective Date,
the Assignor shall, to the extent provided in this Assignment and
Assumption, relinquish its rights and be released from its obligations
under the Credit Agreement, and the Commitments of the Assignor and the
Assignee shall be as set forth in Schedule I hereto.

  6.  Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal and interest fees with respect
thereto, less the Agent's Fee) to the Assignee.  The Assignor and
Assignee shall make all appropriate adjustments in payments under the
Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.

  7.  The Assignor makes this assignment to the Assignee in consideration
of the payment to the Agent of $2,635,266.65 receipt of which is hereby
acknowledged by the Assignor.  In addition to the foregoing payment,
Assignor retains its rights to payment from the Agent of accrued
interest and unused commitment fees in the amount of $32,020.08.

  8.  This Assignment and Assumption shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania
excluding its rules relating to conflicts of laws.


SUNTRUST BANK



By:
Name:
Title:




PNC BANK, NATIONAL ASSOCIATION



By:
Name:
Title:



Notice Address:
4242 Carlisle Pike
Camp Hill, PA  17011
Telephone No.: (717) 730-2404
Telecopier No.: (717) 730-2387
Attn: Thomas J. Fowlston



CONSENTED TO this ____ day of June, 2003



PNC BANK, NATIONAL ASSOCIATION, as Agent



By:

Name: Thomas J. Fowlston
Title:  Vice President




COMPUDYNE CORPORATION



By:

Name:

Title:


                             SCHEDULE I
<TABLE>

<S>                          <C>                         <C>

                    Amount of Commitment
                  as of the Effective Date       Amount of Loans
                                             as of the Effective Date

SunTrust Bank 1          $   -0-                  $      -0-


PNC Bank 2              $21,496,666.65              $12,386,081.44


</TABLE>

---------------------
1 After giving effect to the Assignment and Assumption Agreement dated
even date herewith between Assignor and SunBank.

2 After giving effect to the existing Commitment of PNC and the
modifications in the Commitment amounts set forth in that Fifth
Amendment to Credit Agreement dated even date herewith among
Assignee PNC Bank, National Association, as agent, the Banks
parties thereto and the Guarantors parties thereto.













APPENDIX 3

FORM OF SUNBANK NOTES



                         REVOLVING CREDIT NOTE



$5,455,000.00                                           June 27, 2003


     FOR VALUE RECEIVED, the undersigned, COMPUDYNE CORPORATION, a
Nevada corporation (the "Borrower"), hereby promises to pay to the order
of SUNBANK (the "Bank"), at the Principal Office (as such term is
defined in Section 1.1 [Certain Definitions] of the Credit Agreement)
of PNC Bank, National Association (the "Agent"), the lesser of (i) the
rincipal sum of Five Million Four Hundred Fifty-Five Thousand Dollars
(U.S. $5,455,000.00), and (ii) the aggregate unpaid principal balance
of all Revolving Credit Loans made by the Bank to the Borrower pursuant
to Section 2.1 [Revolving Credit Commitments] of the Credit Agreement
dated November 16, 2001 among the Borrower, each of the Guarantors,
the Banks party thereto, the Agent and the Bank (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 as of September 30,
2002, that Fourth Amendment to Credit Agreement dated as of March 21,
2003 and that Fifth Amendment to Credit Agreement dated even date
herewith, and as the same may be further amended or renewed from time
to time, the "Credit Agreement").  Such principal sum shall be payable
on the time or times provided in Section 5.1 [Payments] of the Credit
Agreement, provided that all amounts due under the Credit Agreement
shall, unless previously paid, be paid in full on the Expiration Date.

     The Borrower shall pay interest on the unpaid principal balance
hereof from time to time outstanding from the date hereof at the rate
or rates per annum specified by the Borrower pursuant to Section 4.1
[Interest Rate Options] of, or as otherwise provided in, the Credit
Agreement.

     If any payment or action to be made or taken hereunder shall be
stated to be or become due on a day which is not a Business Day, such
payment or action shall be made or taken on the next following Business
Day (or the prior Business Day (as such term is defined in Section 1.1
[Certain Definitions] of the Credit Agreement) in respect of certain
Revolving Credit Loans to which the Euro-Rate Option (as such term is
defined in Section 1.1 [Certain Definitions] of the Credit Agreement)
applies) and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or action.
Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or
other deduction of any nature at the Principal Office (as such term is
defined in Section 1.1 [Certain Definitions] of the Credit Agreement)
of the Agent, in lawful money of the United States of America in
immediately available funds.

     This Note is one of the Revolving Credit Notes referred to in,
evidences indebtedness incurred under, and is entitled to the benefits
of, the Credit Agreement and the other Loan Documents, including,
without limitation, the representations, warranties, covenants,
conditions, security interests or liens contained or granted therein.
The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on
account of principal hereof prior to maturity upon the terms and
conditions therein specified.

     All capitalized terms used herein shall, unless otherwise
defined herein, have the same meanings given to such terms in the
Credit Agreement.

     All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Credit
Agreement.  No failure to exercise and no delay in exercising any
rights hereunder on the part of the holder hereof shall operate as
a waiver of such rights.

     This Note shall bind the Borrower and Borrower's successors
and assigns, and the benefits hereof shall inure to the benefit of
the Bank, the Agent and their respective successors and assigns.
All references herein to the "Borrower", the "Bank" and the "Agent"
shall be deemed to apply to the Borrower, the Bank and the Agent,
respectively, and their respective successors and assigns.

     This Note and any other documents delivered in connection
herewith and the rights and obligations of the parties hereto and
thereto shall for all purposes be governed by and construed and
enforced in accordance with the internal laws of the Commonwealth
of Pennsylvania without giving effect to its conflicts of law
principles.

     IN WITNESS WHEREOF, the undersigned has executed this Note
by its duly authorized officers.

                          COMPUDYNE CORPORATION, a Nevada
                          corporation


                          By:      _____________________________
                          Name:    _____________________________
                          Title:   _____________________________








                             TERM NOTE


$545,000.00                                              June 27, 2003


     FOR VALUE RECEIVED, the undersigned, COMPUDYNE CORPORATION, a
Nevada corporation (the "Borrower"), hereby unconditionally promises to
pay to the order of SUNBANK (the "Bank"), at the Principal Office (as
such term is defined in Section 1.1 [Certain Definitions] of the Credit
Agreement) of PNC Bank, National Association (the "Agent"), in the
installments referred to below, in lawful money of the United States of
America and in immediately available funds, the principal amount of
(a)  Five Hundred Forty-Five Thousand U.S. Dollars (U.S. $545,000.00),
or if less (b) the aggregate principal amount of all Term Loans made by
the Bank to the Borrower pursuant to  Section 3.1 [Term Loan Commitments]
of the Credit Agreement referred to below.  The Borrower further agrees
to pay interest accrued on the unpaid principal amount outstanding
hereunder from time to time from the date hereof in like money at such
Principal Office (as such term is defined in Section 1.1
[Certain Definitions] of the Credit Agreement referred to below) at the
rates and on the dates specified in Section 3.3 [Term Loan Notes] of the
Credit Agreement, together with all other costs, fees and expenses as
provided in the Credit Agreement.

     The Borrower shall make principal payments on this Note in
installments due on the dates specified in the Credit Agreement and
in the amounts determined in accordance with the provisions thereof;
provided that, the last such installment shall be in an amount
sufficient to repay the entire unpaid principal balance of this Note,
together with all accrued and unpaid interest thereon.  All outstanding
principal and accrued and unpaid interest shall be due and payable on
such date as is set forth in Section 3.3 [Term Loan Notes] of the
Credit Agreement.

     This Note is one of the Term Notes referred to in, evidences
indebtedness incurred under, and is entitled to the benefits of, the
Credit Agreement, dated as of the date hereof (said Agreement, 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
as of September 30, 2002, that Fourth Amendment to Credit Agreement
dated as of March 21, 2003 and that Fifth Amendment to Credit
Agreement dated even date herewith, and as it may be amended,
supplemented or otherwise modified from time to time, being referred
to as the "Credit Agreement"), among the Borrower, the Guarantors,
the Bank, the other banks and financial institutions parties thereto,
and Agent.  The Credit Agreement, among other things, contains
provisions for the acceleration of the maturity hereof upon the
happening of certain events, for voluntary or mandatory prepayments
of the principal hereof prior to the maturity thereof, for a higher
rate of interest hereunder on amounts past due and, in certain
circumstances, in the case of an Event of Default, for the amendment
or waiver of certain provisions of the Credit Agreement and for
certain security interests granted by the Borrower and certain
related entities.  Reference is made to the Credit Agreement and the
other Loan Documents for a statement of the terms and conditions under
which the Term Loan evidenced hereby has been secured.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid
on this Note shall become, or may be declared to be, immediately due
and payable, all as provided therein.

     All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such
rights.

     This Note shall bind the Borrower and Borrower's successors and
assigns, and the benefits hereof shall inure to the benefit of the Bank,
the Agent and their respective successors and assigns.  All references
herein to the "Borrower", the "Bank" and the "Agent" shall be deemed to
apply to the Borrower, the Bank and the Agent, respectively, and their
respective successors and assigns.

     Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement.  This Note shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania without giving effect to its conflicts of law principles.



                               COMPUDYNE CORPORATION, a Nevada
                               corporation


                               By:    ________________________________
                               Name:  ________________________________
                               Title: ________________________________












APPENDIX 4

FORM OF AMENDED PNC NOTES


                       THIRD AMENDED AND RESTATED
                         REVOLVING CREDIT NOTE


$19,545,000.00                                           June 30, 2003


     FOR VALUE RECEIVED, the undersigned, COMPUDYNE CORPORATION, a Nevada
corporation (the "Borrower"), hereby promises to pay to the order of
PNC BANK, NATIONAL ASSOCIATION (the "Bank"), at the Principal Office (as
such term is defined in Section 1.1 [Certain Definitions] of the Credit
Agreement) of PNC Bank, National Association (the "Agent"), the lesser of
(i) the principal sum of Nineteen Million Five Hundred Forty-Five
Thousand Dollars (U.S. $19,545,000.00), and (ii) the aggregate unpaid
principal balance of all Revolving Credit Loans made by the Bank to the
Borrower pursuant to Section 2.1 [Revolving Credit Commitments] of the
Credit Agreement dated November 16, 2001 among the Borrower, each of the
Guarantors, the Banks party thereto, the Agent and the Bank (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 as of September 30,
2002, that Fourth Amendment to Credit Agreement dated as of March 21,
2003 and that Fifth Amendment to Credit Agreement dated even date
herewith, and as the same may be further amended or renewed from time
to time, the "Credit Agreement").  Such principal sum shall be payable
on the time or times provided in Section 5.1 [Payments] of the Credit
Agreement, provided that all amounts due under the Credit Agreement
shall, unless previously paid, be paid in full on the Expiration Date.

     The Borrower shall pay interest on the unpaid principal balance
hereof from time to time outstanding from the date hereof at the rate
or rates per annum specified by the Borrower pursuant to Section 4.1
[Interest Rate Options] of, or as otherwise provided in, the Credit
Agreement.

     If any payment or action to be made or taken hereunder shall be
stated to be or become due on a day which is not a Business Day, such
payment or action shall be made or taken on the next following
Business Day (or the prior Business Day (as such term is defined in
Section 1.1 [Certain Definitions] of the Credit Agreement) in respect
of certain Revolving Credit Loans to which the Euro-Rate Option
(as such term is defined in Section 1.1 [Certain Definitions] of the
Credit Agreement) applies) and such extension of time shall be
included in computing interest or fees, if any, in connection with
such payment or action.

     Subject to the provisions of the Credit Agreement, payments of
both principal and interest shall be made without setoff, counterclaim
or other deduction of any nature at the Principal Office (as such term
is defined in Section 1.1 [Certain Definitions] of the Credit
Agreement) of the Agent, in lawful money of the United States of
America in immediately available funds.

     This Note is one of the Revolving Credit Notes referred to in,
evidences indebtedness incurred under, and is entitled to the benefits
of, the Credit Agreement and the other Loan Documents, including,
without limitation, the representations, warranties, covenants,
conditions, security interests or liens contained or granted therein.
The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on
account of principal hereof prior to maturity upon the terms and
conditions therein specified.

     All capitalized terms used herein shall, unless otherwise
defined herein, have the same meanings given to such terms in the
Credit Agreement.

     All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Credit
Agreement.  No failure to exercise and no delay in exercising any
rights hereunder on the part of the holder hereof shall operate as
a waiver of such rights.

     This Note shall bind the Borrower and Borrower's successors and
assigns, and the benefits hereof shall inure to the benefit of the Bank,
the Agent and their respective successors and assigns.  All references
herein to the "Borrower", the "Bank" and the "Agent" shall be deemed to
apply to the Borrower, the Bank and the Agent, respectively, and their
respective successors and assigns.

     This Note and any other documents delivered in connection herewith
and the rights and obligations of the parties hereto and thereto shall
for all purposes be governed by and construed and enforced in accordance
with the internal laws of the Commonwealth of Pennsylvania without
giving effect to its conflicts of law principles.

     This Note amends, restates and replaces in its entirety that Second
Amended and Restated Revolving Credit Note dated April 22, 2002 of the
Borrower to the Bank in the stated principal amount of $18,000,000
(the "Prior Note").  By execution and delivery of this Restated Note,
the Borrower hereby represents, covenants and agrees that (i) the
indebtedness and obligations evidenced by the Prior Note, as amended
and restated hereby, and the Loan Documents continue in full force and
effect as valid and binding obligations of the Borrower, fully
enforceable in accordance with their respective terms and (ii) as of
the date hereof, the Borrower has no defense, set-off, claim or
counter-claim against or with respect to full and prompt payment and
performance by Borrower of all of Borrower's debts, liabilities and
obligations to Bank hereunder and under the other Loan Documents.


     IN WITNESS WHEREOF, the undersigned has executed this Note by its
duly authorized officers.

                             COMPUDYNE CORPORATION, a Nevada
                             corporation

                             By:    _____________________________
                             Name:  _____________________________
                             Title: _____________________________








                  SECOND AMENDED AND RESTATED TERM NOTE


$1,951,666.65                                              June 30, 2003


     FOR VALUE RECEIVED, the undersigned, COMPUDYNE CORPORATION, a Nevada
corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank"), at the
Principal Office (as such term is defined in Section 1.1
[Certain Definitions] of the Credit Agreement) of PNC Bank, National
Association (the "Agent"), in the installments referred to below, in
lawful money of the United States of America and in immediately
available funds, the principal amount of (a) One Million Nine Hundred
Fifty-One Thousand Six Hundred Sixty-Six and 65/100 U.S. Dollars
(U.S. $1,951,666.65), or if less (b) the aggregate principal amount of
all Term Loans made by the Bank to the Borrower pursuant to  Section 3.1
[Term Loan Commitments] of the Credit Agreement referred to below.
The Borrower further agrees to pay interest accrued on the unpaid
principal amount outstanding hereunder from time to time from the date
hereof in like money at such Principal Office (as such term is defined
in Section 1.1 [Certain Definitions] of the Credit Agreement referred
to below) at the rates and on the dates specified in Section 3.3
[Term Loan Notes] of the Credit Agreement, together with all other
costs, fees and expenses as provided in the Credit Agreement.

     The Borrower shall make principal payments on this Note in
installments due on the dates specified in the Credit Agreement and in
the amounts determined in accordance with the provisions thereof;
provided that, the last such installment shall be in an amount sufficient
to repay the entire unpaid principal balance of this Note, together with
all accrued and unpaid interest thereon.  All outstanding principal and
accrued and unpaid interest shall be due and payable on such date as is
set forth in Section 3.3 [Term Loan Notes] of the Credit Agreement.

     This Note is one of the Term Notes referred to in, evidences
indebtedness incurred under, and is entitled to the benefits of, the
Credit Agreement, dated as of the date hereof (said Agreement, 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 as of September 30, 2002,
that Fourth Amendment to Credit Agreement dated as of March 21, 2003 and
that Fifth Amendment to Credit Agreement dated even date herewith, and as
it may be amended, supplemented or otherwise modified from time to time,
being referred to as the "Credit Agreement"), among the Borrower, the
Guarantors, the Bank, the other banks and financial institutions parties
thereto, and Agent.  The Credit Agreement, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening
of certain events, for voluntary or mandatory prepayments of the
principal hereof prior to the maturity thereof, for a higher rate of
interest hereunder on amounts past due and, in certain circumstances, in
the case of an Event of Default, for the amendment or waiver of certain
provisions of the Credit Agreement and for certain security interests
granted by the Borrower and certain related entities.  Reference is made
to the Credit Agreement and the other Loan Documents for a statement of
the terms and conditions under which the Term Loan evidenced hereby has
been secured.  Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately
due and payable, all as provided therein.

     All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.

     This Note shall bind the Borrower and Borrower's successors and
assigns, and the benefits hereof shall inure to the benefit of the Bank,
the Agent and their respective successors and assigns.  All references
herein to the "Borrower", the "Bank" and the "Agent" shall be deemed to
apply to the Borrower, the Bank and the Agent, respectively, and their
respective successors and assigns.

     Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement.  This Note shall be
governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania without giving effect to its conflicts
of law principles.

     This Note amends, restates and replaces in its entirety that
Term Note (Amended and Restated) dated December 19, 2001 of the
Borrower to the Bank in the stated principal amount of $3,000,000
(the "Prior Note").  By execution and delivery of this Restated Note,
the Borrower hereby represents, covenants and agrees that (i) the
indebtedness and obligations evidenced by the Prior Note, as amended
and restated hereby, and the Loan Documents continue in full force
and effect as valid and binding obligations of the Borrower, fully
enforceable in accordance with their respective terms and (ii) as of
the date hereof, the Borrower has no defense, set-off, claim or
counter-claim against or with respect to full and prompt payment and
performance by Borrower of all of Borrower's debts, liabilities and
obligations to Bank hereunder and under the other Loan Documents.


                          COMPUDYNE CORPORATION, a Nevada
                          corporation


                          By:________________________________
                          Name:______________________________
                          Title:_____________________________