Exhibit 10.1

                              COMPUDYNE CORPORATION

                     UNANIMOUS WRITTEN CONSENT OF DIRECTORS

                              IN LIEU OF A MEETING

                         Pursuant to 7 N.R.S. 78.315(2)

         The undersigned, being all of the directors of CompuDyne Corporation, a
Nevada corporation (the "Corporation"), in lieu of a meeting of the Board of
Directors, hereby consent to and adopt the following resolutions with the full
force and effect as if they had been duly adopted at a meeting held pursuant to
notice:

Bylaws

         RESOLVED, that the Bylaws of the Corporation be amended by deleting
Section 13 of Article III thereof, and by substituting in lieu thereof the text
that follows:

         "In case there shall be any vacancy on the Board of Directors through
         death, resignation, removal, disqualification, vacancy created or
         resulting from an increase in the number of directors, or other cause,
         the remaining Directors, though less than a quorum, by the affirmative
         vote of a majority thereof, may fill such vacancy and each person so
         elected a Director shall hold office until the next annual meeting of
         the shareholders or any special meeting duly called for that purpose
         and held prior thereto, and until his successor shall be duly elected
         and qualified."

         RESOLVED, that this amendment to the Bylaws is hereby declared to be
advisable and in the best interests of the Corporation and is hereby adopted and
approved by the Board of Directors.

         RESOLVED, that the Chief Financial Officer and Secretary of the
Corporation are hereby authorized and directed to execute and file on behalf of
the Corporation such documents or instruments as are required to effectuate this
amendment under Nevada law and to take such other actions as they consider
necessary or appropriate to carry out the foregoing resolutions.

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Annual Meeting

         RESOLVED, that the 2004 Annual Meeting of Stockholders of the
Corporation shall be held on Thursday, May 27, 2004 at 9:30 a.m. in the
Corporation's office located at 10320 Little Patuxent Parkway, Suite 200,
Columbia, MD 21044 (the "Annual Meeting").

         RESOLVED, that April 29, 2004 is hereby established as the record date
for determination of stockholders entitled to notice of and to vote at the
Annual Meeting and that only holders of the Corporation's Common Stock of record
at the close of business on April 29, 2004 shall be entitled to notice of and to
vote at the Annual Meeting.

         RESOLVED, that the Board of Directors hereby authorizes and directs any
and each of the officers of the Corporation or any other person from time to
time designated by any of the officers of the Corporation (the "Proper
Officers") to give notice of the Annual Meeting to the stockholders of the
Corporation in accordance with the Nevada Private Corporations Law, the
Securities Exchange Act of 1934, as amended, and the rules of the National
Association of Securities Dealers (the "NASD").

         RESOLVED, that the Secretary of the Corporation, with the assistance of
the other officers or agents of the Corporation who are in charge of the
transfer books for shares of the Corporation, shall compile a complete list of
the stockholders entitled to vote at the Annual Meeting and shall make such list
available.

         RESOLVED, that [ ] is hereby designated to preside at the Annual
Meeting, [ ] is hereby appointed to act as Secretary of the Annual Meeting, and
[ ] is hereby appointed to act as the Judge of Elections at the Annual Meeting.

         RESOLVED, that in connection with the Annual Meeting, the Proper
Officers of the Corporation be, and each of them hereby is, authorized and
directed to prepare and distribute a proxy statement substantially in the form
attached as Exhibit A hereto for use in the solicitation of proxies from the
stockholders of the Corporation and such officers are authorized and directed to
file such proxy statement with the Securities and Exchange Commission (the
"Commission") in such form as the Chief Executive Officer or Chief Financial
Officer shall approve, with such approval to be conclusively evidenced by the
filing thereof.

         RESOLVED, that [ ], [ ] and [ ], and each of them, with power of
substitution, are hereby designated as proxies to vote and act for and on behalf
of the stockholders who submit proxies, in accordance with the terms of such
proxies, at the Annual Meeting.

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Directors

         RESOLVED, that the Board of Directors hereby determines that it is
advisable and in the best interests of the Corporation to increase the number of
directors of the Corporation.

         RESOLVED, that the Board of Directors of the Corporation shall be nine
(9) directors.

         RESOLVED, that when evaluating director candidate's suitability for
board service, the Board of Directors shall consider criteria including, but not
limited to, high professional ethics and values, relevant experience and a
commitment to enhancing stockholder value.

         RESOLVED, that [Michael McConnell,] Geoffrey F. Feidelberg and Martin
A. Roenigk are hereby nominated for election as directors of the corporation by
stockholders at the Annual Meeting to serve for a term of three years expiring
at the 2007 Annual Meeting of Stockholders, or until their respective successors
shall have been elected and qualified.

     RESOLVED,  that Wade B. Houk,  David W. Clark,  Millard H. Pryor,  Jr., Ron
Angelone and [Michael McConnell] are determined to be "independent" directors as
defined by the rules of the NASD.

Audit Committee

     RESOLVED,  that Wade B. Houk, David W. Clark, Jr. and Millard H. Pryor, Jr.
are each determined to be an "audit  committee  financial  expert" as defined by
the rules of the Commission.

     RESOLVED,  that Wade B. Houk,  David W. Clark,  Millard H.  Pryor,  Jr. are
determined  to be  "independent"  directors  as  defined  by  the  rules  of the
Commission.

Amendment to Articles of Incorporation

         RESOLVED, that the Articles of Incorporation of the Corporation be
amended to increase the number of shares of Capital Stock to 52,000,000 shares,
by deleting the first paragraph of Article 5th thereof, and by substituting in
lieu thereof the text that follows:

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         "Article 5th. The aggregate of shares of Capital Stock which the
         Corporation shall be authorized to issue is 52,000,000 shares,
         2,000,000 shares shall be Preference Stock, without par value, and
         50,000,000 shares shall be Common Stock having a par value of $.75 per
         share."

         RESOLVED, that this amendment to the Articles of Incorporation is
hereby declared to be advisable and in the best interests of the Corporation and
is hereby adopted and approved by the Board of Directors.

         RESOLVED, that this amendment be submitted to the stockholders of the
Corporation for action at the Annual Meeting for its adoption and approval.

         RESOLVED, that upon stockholder approval of this amendment, the Chief
Financial Officer and Secretary of the Corporation are hereby authorized and
directed to execute and file on behalf of the Corporation such Certificate of
Amendment and other documents or instruments as are required to effectuate this
amendment under Nevada law and to take such other actions as they consider
necessary or appropriate to carry out the foregoing resolutions.

Committee Charters and Business Ethics Policy

         RESOLVED, that the amended charter for the Audit Committee attached
hereto as Exhibit B, the charter for the Governance & Nominating Committee
attached hereto as Exhibit C and the Business Ethics Policy attached hereto as
Exhibit D are hereby declared to be advisable and in the best interests of the
Corporation and are hereby adopted and approved by the Board of Directors.

         RESOLVED, that the Proper Officers are hereby authorized and directed
to make the documents attached hereto as Exhibit B, C and D available on the
Corporation's website.





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  IN WITNESS WHEREOF, the undersigned, by countersigned duplicate originals,
being all of the members of the Board of Directors of the Corporation, consent
to, ratify, approve and confirm the forgoing corporate action taken effective as
of the 14th day of April 2004.



                           ------------------------------
                                    Martin A. Roenigk


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     Ronald J. Angelone                   Philip M. Blackmon


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     David W. Clark, Jr.                             Wade B. Houk


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      Bruce Kelling                    Millard H. Pryor, Jr.