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                                                                         EX-10.9



January 24, 2005

Mr. Dale Quick

Chameleon Communications Technologies, Inc.
200 West Mercer Street, Suite 403
Seattle, Washington

98119

RE:    BINDING LETTER OF INTENT FOR THE PURCHASE OF CHAMELEON COMMUNICATIONS
       TECHNOLOGY, INC., A DELAWARE CORPORATION ("CHAMELEON"), BY SECURED
       SERVICES, INC., A DELAWARE CORPORATION ("SSVC")

Gentlemen:

         SSVC is pleased to provide you with this Binding Letter of Intent,
which outlines the general terms of a transaction pursuant to which SSVC will
acquire Chameleon (the "Transaction") for an aggregate consideration of
$6,250,000 (the "Purchase Price") on or before March 31, 2005 (the "Closing
Date"). As we have discussed, the combined organization will provide our
collective clients with a more robust set of products and services. Details
surrounding these general terms and conditions will be included in a definitive
agreement (the "Definitive Agreement") to be negotiated between the parties and
approved by the Board of Directors of SSVC and the shareholders and Board of
Directors of Chameleon.

A. CONDITIONS PRECEDENT TO THE CLOSING UNDER THE DEFINITIVE AGREEMENT

     1.     Chameleon will have engaged an accounting firm, acceptable to SSVC's
            Auditors (which approval shall not be unreasonably withheld), to
            prepare the financial statements described in Section C.3 of this
            letter, and such accounting firm shall have advised SSVC in writing
            that it will be able to deliver those financial statements within
            the time frame set forth in such Section.

B. PURCHASE PRICE

     1.     In exchange for all of the issued and outstanding common and
            preferred shares of Chameleon, at the closing of the Transaction,
            SSVC will deliver to the shareholders of Chameleon the following
            consideration:

            a.   $4,000,000 in cash;

            b.   $2,000,000 worth of restricted securities of SSVC.



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       2.   At the closing of the Transaction, SSVC will also deliver the
            following consideration:

            a.   $45,000 worth of restricted securities of SSVC will be issued
                 to Dale Quick in complete satisfaction of equity amounts due to
                 him under Chameleon's Management Incentive Plan;

            b.   $90,000 worth of restricted securities of SSVC will be issued
                 to Don Hubbard, a consultant to Chameleon ("Hubbard"), in
                 complete satisfaction of all equity amounts due to him under
                 his consulting agreement with Chameleon; and

            c.   $115,000 worth of restricted securities of SSVC (or other
                 securities as the parties may mutually agree) will be issued to
                 other Chameleon employees, with the allocation of such shares
                 being determined by both SSVC and Chameleon, provided that each
                 such employee remains an employee of SSVC for at least one year
                 after the Closing Date.

     For purposes of Sections B.1 and B.2 of this Letter of Intent, the
     securities to be delivered by SSVC shall be the same securities issued to
     the investors in the Financing Transaction and the quantity to be delivered
     shall be based on the value attributed to such securities in the Financing
     Transaction. The securities issued to the security holders of Chameleon
     shall have the same rights and preferences, including but not limited to
     pari passu registration rights and comparable warrant coverage, as the most
     favorably treated securities issued to the investors in the Financing
     Transaction.

C. DEFINITIVE AGREEMENT

     The parties will prepare a Definitive Agreement, containing all of the
     terms and conditions typically associated with a Stock Purchase or Merger
     Agreement, including, but not limited to the following:

       1.   Representations and Warranties. Customary and usual representations
            and warranties by the parties.

       2.   Opinions of Counsel. Delivery on the Closing Date of favorable
            opinions of counsel for each of the parties with respect to
            customary and usual matters of law.

       3.   Financial and Other Information.

            a.   The examination and inspection of the books and records of each
                 of the parties prior to closing; the delivery no later than at
                 closing of the Transaction of customary schedules listing each
                 party's material


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                 contracts; real and personal properties; pending, threatened
                 and contemplated legal proceedings; employees; assets and
                 liabilities, including contingencies and commitments; and other
                 information reasonably requested; and

            b.   Each of the parties to provide not later than 45 days from the
                 Closing Date, audited financial statements, consisting of
                 balance sheets, statements of operations, statements of cash
                 flows and statements of stockholders equity, for the period or
                 periods then ended, which financial statements fairly present
                 the financial condition of each as of their respective dates
                 and for the periods involved, and such statements shall be
                 prepared in accordance with United States Generally Accepted
                 Accounting Principles consistently applied, for such period or
                 periods as shall be set forth in the Definitive Agreement or as
                 shall be required under the rules and regulations promulgated
                 by the Securities and Exchange Commission.

       4.   Conduct of Business Pending Closing. From the date hereof through
            the Closing Date (unless the Transaction is terminated), Chameleon
            will conduct business consistent with past practice and none of the
            assets of Chameleon shall be sold or disposed of except in the
            ordinary course of business or with the written consent of SSVC.

       5.   Other Conditions to Closing

            a.   SSVC and Chameleon shall have received all material permits,
                 authorizations, regulatory approvals and third party consents
                 necessary for the purchase, and all material applicable legal
                 requirements shall have been satisfied;

            b.   The Boards of Directors of both SSVC and Chameleon will have
                 approved the Transaction and the Definitive Agreement; and

            c.   The Chameleon shareholders will have adopted, ratified and
                 accepted the Definitive Agreement.

       6.   Counsel to SSVC shall deliver a first draft of the Definitive
            Agreement no later than February 15, 2005.

D. FUNDING OF OPERATIONS

     SSVC will fund Chameleon's operations based on a mutually agreed upon
     budget, that will be $90,000 per month. Before February 1, 2005, SSVC will
     enter into an SSVC Note (as hereinafter defined) with Chameleon in the



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     amount of $180,000, and such SSVC Note will provide for draws of $90,000 on
     February 1, 2005 and March 1, 2005. SSVC's obligation to fund Chameleon's
     operations hereunder shall terminate upon the earlier of (a) the Closing
     Date and (b) the date on which the Transaction is abandoned. Any amounts
     provided by SSVC to Chameleon pursuant to this Section D shall be evidenced
     by one or more demand promissory notes issued by Chameleon to SSVC (the
     "SSVC Notes"). In the event SSVC decides not to pursue the Transaction for
     any reason other than "Cause" (as such term is defined in Paragraph F
     below), the SSVC Notes shall be cancelled as a portion of a break-up fee
     due to Chameleon. If the Transaction does close, the SSVC Notes shall not
     be deemed to reduce the amount of consideration to be paid to Chameleon and
     its noteholders and stockholders.

E. NO-SHOP.

     Chameleon agrees that for the period commencing on the date hereof and
     ending on March 31, 2005 (the "No-Shop Period"), neither Chameleon nor any
     of its officers, directors or shareholders (and their respective
     affiliates) shall (i) encourage, solicit or initiate any Acquisition
     Proposal (as defined below) with, (ii) negotiate, discuss or otherwise
     communicate with or furnish or cause to be furnished any information to, or
     otherwise cooperate with, or (iii) enter into any contract or agreement
     with, any person (other than SSVC or its representatives) with respect to
     or for any Acquisition Proposal. In the event that any third party contacts
     Chameleon or its shareholders, officers, directors or advisors (or any of
     their affiliates) with any Acquisition Proposal or expresses any interest
     concerning such a transaction during the No-Shop Period, Chameleon will
     promptly notify SSVC of the identity of such third party and the nature of
     such expression of interest, and, in the case of a bona fide Acquisition
     Proposal, of the terms of such Acquisition Proposal. As used herein,
     "Acquisition Proposal" means the proposal for a merger, sale of stock,
     exclusive license arrangement, sale of assets or other business combination
     involving the assets contemplated herein, in each case not in the ordinary
     course of business. Notwithstanding anything to the contrary herein, any
     failure of SSVC to fund Chameleon's operations pursuant to Section D above
     shall result in the immediate termination of the No-Shop Period.

F. BREAK-UP FEE.

     1.  If Chameleon determines not to proceed with the Transaction for any
         reason other than (a) for "Cause" (as defined below) or (b) the failure
         of the Transaction to close by March 31, 2005 (unless SSVC has
         determined not to proceed with the Transaction for Cause), then
         Chameleon shall (x)



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         repay the Notes, (y) pay to SSVC a termination fee of $500,000 and (z)
         reimburse SSVC for any and all costs incurred in enforcing this
         agreement, in each case as liquidated damages.

     2.  If (a) SSVC determines not to proceed with the Transaction for any
         reason other than for Cause or (b) the Transaction fails to close by
         March 31, 2005 (unless SSVC has determined not to proceed with the
         Transaction for Cause), then (x) the "no-shop" covenants in Paragraph E
         shall cease to be binding on Chameleon and (y) SSVC shall (i) cancel
         the Notes, (ii) pay to Chameleon a termination fee of $500,000 and
         (iii) reimburse Chameleon for any and all costs incurred in enforcing
         this agreement, in each case as liquidated damages.

     3.  For purposes of this Binding Letter of Intent, "Cause" shall mean (i)
         any material change in the financial condition or operations of the
         other party due to fraud, as ultimately determined by such other
         party's auditor or the final decision of a court of law, administrative
         agency or arbitrator; (ii) a material breach by the other party of any
         of its material obligations under this Binding Letter of Intent or the
         material failure of the other party to satisfy by March 31, 2005 any
         material condition to closing for which such other party is responsible
         that is set forth in this Binding Letter of Intent, or (iii) the
         failure to close the Transaction by March 31, 2005 as a result of the
         lack of good faith on the part of the other party in negotiations
         regarding the Definitive Agreement.

     4.  The Definitive Agreement shall contain a break-up fee containing
         substantially the same terms set forth herein.

G. EXPENSES

     SSVC will reimburse Chameleon for reasonable and customary expenses
     associated with this transaction, including, without limitation, audit and
     legal expenses.

     In addition to the foregoing, at the closing of the Transaction, SSVC will
also pay the following amounts:

                  1. a total of $135,000 in cash to Chameleon employees in
                  complete satisfaction of amounts due under Chameleon's Key
                  Employee Incentive Plan and Management Incentive Plan; and



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                  2. $160,000 in cash to Hubbard in complete satisfaction of all
                  cash amounts due to him under his consulting agreement with
                  Chameleon (it being understood that the amount payable to
                  Hubbard shall be reduced by the amount of any expenses of
                  Hubbard reimbursed by Chameleon, and SSVC shall reimburse
                  Chameleon's security holders for such amount).

H. DUE DILIGENCE

     Both parties will continue due diligence on the other, each party providing
     such assistance as may reasonably be requested by the other. Both parties
     will work cooperatively to engage an accounting firm that will be able to
     complete an audit of Chameleon's financial records within the timeframes
     required by the Agreement.

I. MISCELLANEOUS

     1.   All notices or other information deemed required or necessary to be
          given to any of the parties shall be given at the following addresses:

          Chameleon Communications Technologies, Inc.:
                  200 West Mercer Street, Suite 403
                  Seattle, Washington  98119

                  cc:  Wilson Sonsini Goodrich & Rosati, P.C.
                  701 Fifth Avenue, Suite 5100
                  Seattle, WA  98104

          Secured Services, Inc.:
                  1175 North Service Road W, Suite 214
                  Oakville, Ontario, Canada
                  L6M 2W1

     2.   Other than as specifically mentioned herein, any finder's fee or
          similar payments with respect to this transaction shall be paid by the
          party or parties agreeing to such fees or payment.

     3.   Notwithstanding anything contained herein to the contrary, the cash
          portion of the Purchase Price shall be used first to repay any amounts
          owed under any notes issued by Chameleon and held by Toucan or




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         NextPoint and any balance shall be delivered to the Chameleon
         shareholders.

     4.   This Binding Letter of Intent and the transaction contemplated herein,
          to the extent permitted, shall be governed by and construed in
          accordance with the laws of the State of Delaware.

     5.   Each party and its agents, attorneys and representatives shall have
          full and free access to the properties, books and records of the other
          party (the confidentiality of which the investigating party agrees to
          maintain) for purposes of conducting investigations of the other
          party.

     6.   The substance of any public announcement with respect to this
          transaction, other than notices required by law, shall be approved in
          advance by all parties or their duly authorized representatives.

     7.   This letter evidences the intention of the parties hereto and is
          intended to be legally binding.

     8.   This Letter of Intent may be executed in any number of counterparts
          and each such counterpart shall be deemed to be an original
          instrument, but all of such counterparts together shall constitute but
          one agreement.

                  [Remainder of Page Intentionally Left Blank]



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If the foregoing correctly sets forth the substance of the understanding of the
parties, please execute this letter in duplicate, retain one copy for your
records, and return one to my attention at 770 Broadway, Second Floor, New York,
New York 10003; you may send one signed copy by facsimile transmission to
905-339-2392.


Very truly yours,


Secured Services, Inc.



By________________________________
         Michael Dubreuil, Chairman


Accepted this ___ day of January, 2005.
Chameleon Communications Technologies, Inc.



By________________________________
         Dale Quick, President