Exhibit 10.4

                                                                       EXHIBIT F

                              SUBSIDIARY GUARANTEE

         SUBSIDIARY GUARANTEE, dated as of February __, 2006 (this "GUARANTEE"),
made by each of the signatories  hereto (together with any other entity that may
become a party hereto as provided herein,  (the  "GUARANTORS"),  in favor of the
purchasers  signatory (the  "PURCHASERS")  to that certain  Securities  Purchase
Agreement,  dated as of the date  hereof,  between  Secured  Services,  Inc.,  a
Delaware corporation (the "COMPANY") and the Purchasers.


                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Securities Purchase Agreement,  dated
as of the date  hereof,  by and  between the  Company  and the  Purchasers  (the
"PURCHASE  AGREEMENT"),  the  Company  has  agreed  to  sell  and  issue  to the
Purchasers,  and the  Purchasers  have agreed to  purchase  from the Company the
Company's  Secured   Convertible   Debentures,   due  February  ___,  2009  (the
"DEBENTURES"), subject to the terms and conditions set forth therein; and

         WHEREAS,  each  Guarantor  will directly  benefit from the extension of
credit to the Company represented by the issuance of the Debentures; and

         NOW,  THEREFORE,  in  consideration  of the  premises and to induce the
Purchasers  to  enter  into  the  Purchase   Agreement  and  to  carry  out  the
transactions  contemplated  thereby,  each  Guarantor  hereby  agrees  with  the
Purchasers as follows:

         1.       DEFINITIONS. Unless otherwise defined herein, terms defined in
the Purchase  Agreement and used herein shall have the meanings given to them in
the Purchase  Agreement.  The words "hereof," "herein," "hereto" and "hereunder"
and words of similar  import  when used in this  Guarantee  shall  refer to this
Guarantee as a whole and not to any particular provision of this Guarantee,  and
Section  and  Schedule   references  are  to  this  Guarantee  unless  otherwise
specified.  The  meanings  given  to  terms  defined  herein  shall  be  equally
applicable  to both the singular and plural forms of such terms.  The  following
terms shall have the following meanings:

                  "GUARANTEE" means this Subsidiary  Guarantee,  as the same may
         be amended, supplemented or otherwise modified from time to time.

                  "OBLIGATIONS"   means   the   collective   reference   to  all
         obligations  and  undertakings  of  the  Company  of  whatever  nature,
         monetary or otherwise,  under the Debentures,  the Purchase  Agreement,
         the Security Agreement, the Warrants, the Registration Rights Agreement
         or any other future agreement or obligations  undertaken by the Company
         to the  Purchasers,  together  with  all  reasonable  attorneys'  fees,
         disbursements and all other costs and expenses of collection

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         incurred by Purchasers in enforcing any of such Obligations and/or this
         Guarantee.

         2.       GUARANTEE.

                  (a)      GUARANTEE.

                           (i)      The   Guarantors    hereby,    jointly   and
                                    severally,  unconditionally and irrevocably,
                                    guarantee  to  the   Purchasers   and  their
                                    respective      successors,       indorsees,
                                    transferees  and  assigns,  the  prompt  and
                                    complete  payment  and  performance  by  the
                                    Company  when  due  (whether  at the  stated
                                    maturity,  by  acceleration or otherwise) of
                                    the Obligations.

                           (ii)     Anything herein or in any other  Transaction
                                    Document  to the  contrary  notwithstanding,
                                    the  maximum  liability  of  each  Guarantor
                                    hereunder  and under  the other  Transaction
                                    Documents  shall  in  no  event  exceed  the
                                    amount  which  can  be  guaranteed  by  such
                                    Guarantor under applicable federal and state
                                    laws,   including   laws   relating  to  the
                                    insolvency of debtors, fraudulent conveyance
                                    or transfer or laws  affecting the rights of
                                    creditors  generally (after giving effect to
                                    the  right of  contribution  established  in
                                    Section 2(b)).

                           (iii)    Each Guarantor  agrees that the  Obligations
                                    may at any time and from time to time exceed
                                    the   amount  of  the   liability   of  such
                                    Guarantor  hereunder  without  impairing the
                                    guarantee  contained  in this  Section  2 or
                                    affecting  the  rights and  remedies  of the
                                    Purchasers hereunder.

                           (iv)     The  guarantee  contained  in this Section 2
                                    shall  remain in full force and effect until
                                    all the  Obligations  and the obligations of
                                    each Guarantor under the guarantee contained
                                    in this Section 2 shall have been  satisfied
                                    by payment in full.

                           (v)      No payment made by the  Company,  any of the
                                    Guarantors, any other guarantor or any other
                                    Person  or  received  or  collected  by  the
                                    Purchasers  from  the  Company,  any  of the
                                    Guarantors, any other guarantor or any other
                                    Person by virtue of any action or proceeding
                                    or   any   set-off   or   appropriation   or
                                    application at any time or from time to time
                                    in   reduction  of  or  in  payment  of  the
                                    Obligations   shall  be  deemed  to  modify,
                                    reduce,  release  or  otherwise  affect  the
                                    liability of any Guarantor  hereunder  which
                                    shall,

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                                    notwithstanding any such payment (other than
                                    any  payment  made  by  such   Guarantor  in
                                    respect of the  Obligations  or any  payment
                                    received or collected from such Guarantor in
                                    respect of the  Obligations),  remain liable
                                    for  the   Obligations  up  to  the  maximum
                                    liability of such Guarantor  hereunder until
                                    the Obligations are paid in full.

                           (vi)     Notwithstanding  anything to the contrary in
                                    this   Agreement,   with   respect   to  any
                                    defaulted   non-monetary   Obligations   the
                                    specific   performance   of   which  by  the
                                    Guarantors is not reasonably  possible (e.g.
                                    the issuance of the Company's Common Stock),
                                    the  Guarantors  shall  only be  liable  for
                                    making  the  Purchasers  whole on a monetary
                                    basis for the  Company's  failure to perform
                                    such  Obligations  in  accordance  with  the
                                    Transaction Documents.

                  (b)      RIGHT OF  CONTRIBUTION.  Each Guarantor hereby agrees
         that to the  extent  that a  Guarantor  shall  have  paid more than its
         proportionate share of any payment made hereunder, such Guarantor shall
         be entitled to seek and receive contribution from and against any other
         Guarantor  hereunder which has not paid its proportionate share of such
         payment. Each Guarantor's right of contribution shall be subject to the
         terms and  conditions of Section 2(c).  The  provisions of this Section
         2(b) shall in no respect limit the  obligations  and liabilities of any
         Guarantor to the Purchasers,  and each Guarantor shall remain liable to
         the  Purchasers  for the  full  amount  guaranteed  by  such  Guarantor
         hereunder.

                  (c)      NO SUBROGATION.  Notwithstanding  any payment made by
         any Guarantor  hereunder or any set-off or  application of funds of any
         Guarantor  by the  Purchasers,  no  Guarantor  shall be  entitled to be
         subrogated to any of the rights of the  Purchasers  against the Company
         or any other Guarantor or any collateral security or guarantee or right
         of offset held by the  Purchasers  for the payment of the  Obligations,
         nor shall any Guarantor seek or be entitled to seek any contribution or
         reimbursement  from the  Company or any other  Guarantor  in respect of
         payments made by such Guarantor  hereunder,  until all amounts owing to
         the Purchasers by the Company on account of the Obligations are paid in
         full.  If any amount shall be paid to any  Guarantor on account of such
         subrogation  rights at any time when all of the  Obligations  shall not
         have been paid in full,  such amount shall be held by such Guarantor in
         trust  for  the  Purchasers,   segregated  from  other  funds  of  such
         Guarantor,  and shall,  forthwith  upon receipt by such  Guarantor,  be
         turned  over to the  Purchasers  in the  exact  form  received  by such
         Guarantor  (duly  indorsed  by such  Guarantor  to the  Purchasers,  if
         required),  to be applied against the  Obligations,  whether matured or
         unmatured, in such order as the Purchasers may determine.

                  (d)      AMENDMENTS,  ETC.  WITH  RESPECT TO THE  OBLIGATIONS.
         Each Guarantor shall remain obligated hereunder  notwithstanding  that,
         without any

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         reservation  of rights  against any Guarantor and without  notice to or
         further assent by any  Guarantor,  any demand for payment of any of the
         Obligations  made by the  Purchasers may be rescinded by the Purchasers
         and  any of the  Obligations  continued,  and the  Obligations,  or the
         liability  of any other  Person  upon or for any part  thereof,  or any
         collateral  security  or  guarantee  therefor  or right of offset  with
         respect  thereto,  may,  from  time to time,  in  whole or in part,  be
         renewed, extended, amended, modified, accelerated, compromised, waived,
         surrendered or released by the Purchasers,  and the Purchase  Agreement
         and the other  Transaction  Documents and any other documents  executed
         and  delivered  in  connection  therewith  may  be  amended,  modified,
         supplemented or terminated,  in whole or in part, as the Purchasers may
         deem  advisable  from  time  to  time,  and  any  collateral  security,
         guarantee or right of offset at any time held by the Purchasers for the
         payment of the Obligations may be sold, exchanged,  waived, surrendered
         or  released.  The  Purchasers  shall have no  obligation  to  protect,
         secure, perfect or insure any Lien at any time held by them as security
         for the Obligations or for the guarantee contained in this Section 2 or
         any property subject thereto.

                  (e)      GUARANTEE ABSOLUTE AND UNCONDITIONAL.  Each Guarantor
         waives  any and all  notice  of the  creation,  renewal,  extension  or
         accrual of any of the Obligations and notice of or proof of reliance by
         the  Purchasers  upon the  guarantee  contained  in this  Section  2 or
         acceptance  of  the   guarantee   contained  in  this  Section  2;  the
         Obligations, and any of them, shall conclusively be deemed to have been
         created,  contracted  or  incurred,  or renewed,  extended,  amended or
         waived, in reliance upon the guarantee contained in this Section 2; and
         all dealings between the Company and any of the Guarantors,  on the one
         hand,  and  the  Purchasers,  on the  other  hand,  likewise  shall  be
         conclusively  presumed to have been had or consummated in reliance upon
         the guarantee contained in this Section 2. Each Guarantor waives to the
         extent  permitted by law diligence,  presentment,  protest,  demand for
         payment and notice of default or  nonpayment  to or upon the Company or
         any of the Guarantors with respect to the  Obligations.  Each Guarantor
         understands  and agrees that the guarantee  contained in this Section 2
         shall  be  construed  as  a  continuing,   absolute  and  unconditional
         guarantee   of  payment   without   regard  to  (a)  the   validity  or
         enforceability  of the  Purchase  Agreement  or any  other  Transaction
         Document,  any of the  Obligations  or any  other  collateral  security
         therefor or guarantee  or right of offset with  respect  thereto at any
         time or from  time to time  held by the  Purchasers,  (b) any  defense,
         set-off or counterclaim (other than a defense of payment or performance
         or  fraud  or  misconduct  by  Purchasers)  which  may at any  time  be
         available to or be asserted by the Company or any other Person  against
         the  Purchasers,  or (c) any  other  circumstance  whatsoever  (with or
         without notice to or knowledge of the Company or such Guarantor)  which
         constitutes, or might be construed to constitute, an equitable or legal
         discharge  of the Company  for the  Obligations,  or of such  Guarantor
         under the  guarantee  contained in this Section 2, in  bankruptcy or in
         any other  instance.  When  making any demand  hereunder  or  otherwise
         pursuing its rights and remedies  hereunder against any Guarantor,  the
         Purchasers  may,  but shall be under no  obligation  to, make a similar
         demand on or otherwise

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         pursue such rights and  remedies as they may have  against the Company,
         any other  Guarantor  or any other  Person or  against  any  collateral
         security or guarantee for the  Obligations  or any right of offset with
         respect  thereto,  and any failure by the  Purchasers  to make any such
         demand,  to pursue  such other  rights or  remedies  or to collect  any
         payments from the Company,  any other  Guarantor or any other Person or
         to  realize  upon any  such  collateral  security  or  guarantee  or to
         exercise any such right of offset,  or any release of the Company,  any
         other  Guarantor or any other Person or any such  collateral  security,
         guarantee  or right of offset,  shall not relieve any  Guarantor of any
         obligation or liability  hereunder,  and shall not impair or affect the
         rights and remedies,  whether express, implied or available as a matter
         of law, of the  Purchasers  against  any  Guarantor.  For the  purposes
         hereof,  "demand" shall include the commencement and continuance of any
         legal proceedings.

                  (f)      REINSTATEMENT.   The  guarantee   contained  in  this
         Section 2 shall continue to be effective, or be reinstated, as the case
         may be,  if at any time  payment,  or any part  thereof,  of any of the
         Obligations  is rescinded or must  otherwise be restored or returned by
         the   Purchasers   upon  the   insolvency,   bankruptcy,   dissolution,
         liquidation or reorganization of the Company or any Guarantor,  or upon
         or  as a  result  of  the  appointment  of a  receiver,  intervenor  or
         conservator  of, or trustee or similar  officer for, the Company or any
         Guarantor or any substantial part of its property, or otherwise, all as
         though such payments had not been made.

                  (g)      PAYMENTS.   Each  Guarantor  hereby  guarantees  that
         payments  hereunder will be paid to the Purchasers  without  set-off or
         counterclaim in U.S. dollars at the address set forth or referred to in
         the Purchase Agreement.

         3.       REPRESENTATIONS  AND WARRANTIES.  Each Guarantor  hereby makes
the  following  representations  and  warranties  to  Purchasers  as of the date
hereof:

                  (a)      ORGANIZATION  AND  QUALIFICATION.  The Guarantor is a
         corporation,  duly incorporated,  validly existing and in good standing
         under the laws of the applicable  jurisdiction set forth on Schedule 1,
         with the  requisite  corporate  power and  authority to own and use its
         properties  and  assets  and to  carry  on its  business  as  currently
         conducted.   The  Guarantor  has  no  subsidiaries   other  than  those
         identified  as  such  on  the  Disclosure  Schedules  to  the  Purchase
         Agreement.  The  Guarantor  is duly  qualified to do business and is in
         good standing as a foreign  corporation in each  jurisdiction  in which
         the nature of the business conducted or property owned by it makes such
         qualification necessary, except where the failure to be so qualified or
         in good standing, as the case may be, could not, individually or in the
         aggregate,   (x)   adversely   affect   the   legality,   validity   or
         enforceability  of any of this  Guaranty in any material  respect,  (y)
         have a material  adverse effect on the results of  operations,  assets,
         prospects,  or financial  condition of the  Guarantor or (z)  adversely
         impair in any material respect the Guarantor's ability to perform

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         fully  on a  timely  basis  its  obligations  under  this  Guaranty  (a
         "MATERIAL ADVERSE EFFECT").

                  (b)      AUTHORIZATION;  ENFORCEMENT.  The  Guarantor  has the
         requisite corporate power and authority to enter into and to consummate
         the transactions  contemplated by this Guaranty, and otherwise to carry
         out its  obligations  hereunder.  The  execution  and  delivery of this
         Guaranty  by  the  Guarantor  and  the   consummation   by  it  of  the
         transactions  contemplated  hereby  have  been duly  authorized  by all
         requisite corporate action on the part of the Guarantor.  This Guaranty
         has been duly executed and  delivered by the Guarantor and  constitutes
         the valid and binding obligation of the Guarantor  enforceable  against
         the   Guarantor  in   accordance   with  its  terms,   except  as  such
         enforceability  may be limited by  applicable  bankruptcy,  insolvency,
         reorganization, moratorium, liquidation or similar laws relating to, or
         affecting  generally the enforcement of, creditors' rights and remedies
         or by other equitable principles of general application.

                  (c)      NO CONFLICTS. The execution, delivery and performance
         of this Guaranty by the Guarantor and the consummation by the Guarantor
         of the  transactions  contemplated  thereby  do not  and  will  not (i)
         conflict  with  or  violate  any  provision  of  its   Certificate   of
         Incorporation  or By-laws or (ii) conflict  with,  constitute a default
         (or an event which with notice or lapse of time or both would  become a
         default) under, or give to others any rights of termination, amendment,
         acceleration or cancellation of, any agreement, indenture or instrument
         to which the  Guarantor  is a party,  or (iii) result in a violation of
         any law, rule, regulation, order, judgment, injunction, decree or other
         restriction  of any  court  or  governmental  authority  to  which  the
         Guarantor is subject  (including  Federal and state securities laws and
         regulations),  or by  which  any  material  property  or  asset  of the
         Guarantor is bound or  affected,  except in the case of each of clauses
         (ii) and (iii),  such conflicts,  defaults,  terminations,  amendments,
         accelerations,  cancellations and violations as could not, individually
         or in the aggregate,  have or result in a Material Adverse Effect.  The
         business of the  Guarantor  is not being  conducted in violation of any
         law, ordinance or regulation of any governmental authority,  except for
         violations  which,  individually  or in the  aggregate,  do not  have a
         Material Adverse Effect.

                  (d)      CONSENTS AND APPROVALS. The Guarantor is not required
         to obtain any consent,  waiver,  authorization or order of, or make any
         filing or registration with, any court or other federal,  state, local,
         foreign or other  governmental  authority or other person in connection
         with the execution,  delivery and  performance by the Guarantor of this
         Guaranty.

                  (e)      PURCHASE    AGREEMENT.    The   representations   and
         warranties  of the Company set forth in the Purchase  Agreement as they
         relate to such Guarantor,  each of which is hereby  incorporated herein
         by reference, are true and correct as of each time such representations
         are deemed to be made pursuant to such

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         Purchase  Agreement,  and the  Purchasers  shall be entitled to rely on
         each of them as if they were  fully set forth  herein,  provided,  that
         each  reference  in  each  such  representation  and  warranty  to  the
         Company's  knowledge  shall,  for the  purposes  of this  Section 3, be
         deemed to be a reference to such Guarantor's knowledge.

                  (f)      FOREIGN  LAW.  Each   Guarantor  has  consulted  with
         appropriate  foreign  legal  counsel  with  respect to any of the above
         representations  for which  non-U.S.  law is  applicable.  Such foreign
         counsel have advised each applicable  Guarantor that such counsel knows
         of no reason why any of the above representations would not be true and
         accurate.  Such  foreign  counsel  were  provided  with  copies of this
         Subsidiary  Guarantee and the Transaction  Documents prior to rendering
         their advice.

         4.       COVENANTS.

                  (a)      Each   Guarantor   covenants   and  agrees  with  the
         Purchasers  that,  from and after the date of this Guarantee  until the
         Obligations  shall have been paid in full,  such Guarantor  shall take,
         and/or shall refrain from taking, as the case may be, each commercially
         reasonable  action that is necessary  to be taken or not taken,  as the
         case may be, so that no Event of  Default  is caused by the  failure to
         take  such  action  or to  refrain  from  taking  such  action  by such
         Guarantor.

                  (b)      So long as any of the  Obligations  are  outstanding,
         each  Guarantor will not directly or indirectly on or after the date of
         this Guarantee:

                           i.       except with the prior written consent of the
                  Agent (as  defined in the  Security  Agreement),  enter  into,
                  create,  incur, assume or suffer to exist any indebtedness for
                  borrowed  money of any kind,  including  but not limited to, a
                  guarantee, on or with respect to any of its property or assets
                  now owned or hereafter acquired or any interest therein or any
                  income or profits  therefrom  that is senior to, or pari passu
                  with, in any respect, such Guarantor's obligations hereunder;

                           ii.      enter into, create,  incur, assume or suffer
                  to exist any liens of any kind,  on or with  respect to any of
                  its property or assets now owned or hereafter  acquired or any
                  interest  therein or any income or profits  therefrom  that is
                  senior  to,  in  any  respect,  such  Guarantor's  obligations
                  hereunder;

                           iii.     amend  its  certificate  of   incorporation,
                  bylaws or other  charter  documents so as to adversely  affect
                  any rights of the Holder hereunder;

                           iv.      repay,   repurchase   or  offer  to   repay,
                  repurchase or otherwise  acquire more than a de minimis number
                  of shares of its Common Stock or Common Stock Equivalents;

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                           v.       enter into any agreement with respect to any
                  of the foregoing; or

                           vi.      pay cash dividends on any equity  securities
                  of the Company.

         5.       MISCELLANEOUS.

                  (a)      AMENDMENTS   IN   WRITING.   None  of  the  terms  or
         provisions of this Guarantee may be waived,  amended,  supplemented  or
         otherwise  modified except in writing by the  Purchasers.

                  (b)      NOTICES. All notices, requests and demands to or upon
         the  Purchasers  or any  Guarantor  hereunder  shall be effected in the
         manner provided for in the Purchase  Agreement;  PROVIDED that any such
         notice,  request or demand to or upon any Guarantor  shall be addressed
         to such Guarantor at its notice address set forth on SCHEDULE 5(b).

                  (c)      NO WAIVER BY COURSE OF CONDUCT;  CUMULATIVE REMEDIES.
         The  Purchasers  shall not by any act  (except by a written  instrument
         pursuant to Section 5(a)), delay, indulgence,  omission or otherwise be
         deemed  to  have  waived  any  right  or  remedy  hereunder  or to have
         acquiesced in any default under the  Transaction  Documents or Event of
         Default.  No failure to exercise,  nor any delay in exercising,  on the
         part of the Purchasers,  any right, power or privilege  hereunder shall
         operate  as a waiver  thereof.  No single or  partial  exercise  of any
         right, power or privilege hereunder shall preclude any other or further
         exercise  thereof  or  the  exercise  of  any  other  right,  power  or
         privilege.  A waiver by the Purchasers of any right or remedy hereunder
         on any one  occasion  shall not be  construed  as a bar to any right or
         remedy  which  the  Purchasers  would  otherwise  have  on  any  future
         occasion.  The rights and remedies herein provided are cumulative,  may
         be exercised  singly or concurrently and are not exclusive of any other
         rights or remedies provided by law.

                  (d)      ENFORCEMENT EXPENSES; INDEMNIFICATION.

                           (i)      Each  Guarantor  agrees to pay, or reimburse
                                    the  Purchasers   for,  all  its  costs  and
                                    expenses incurred in collecting against such
                                    Guarantor  under the guarantee  contained in
                                    Section   2  or   otherwise   enforcing   or
                                    preserving  any rights under this  Guarantee
                                    and the other Transaction Documents to which
                                    such   Guarantor  is  a  party,   including,
                                    without limitation,  the reasonable fees and
                                    disbursements of counsel to the Purchasers.

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                           (ii)     Each  Guarantor  agrees to pay,  and to save
                                    the  Purchasers  harmless  from, any and all
                                    liabilities  with  respect to, or  resulting
                                    from any delay in paying, any and all stamp,
                                    excise,  sales or other  taxes  which may be
                                    payable  or  determined  to  be  payable  in
                                    connection  with  any  of  the  transactions
                                    contemplated by this Guarantee.

                           (iii)    Each  Guarantor  agrees to pay,  and to save
                                    the  Purchasers  harmless  from, any and all
                                    liabilities,  obligations,  losses, damages,
                                    penalties, actions, judgments, suits, costs,
                                    expenses  or  disbursements  of any  kind or
                                    nature   whatsoever   with  respect  to  the
                                    execution,      delivery,       enforcement,
                                    performance  and   administration   of  this
                                    Guarantee to the extent the Company would be
                                    required to do so  pursuant to the  Purchase
                                    Agreement.

                           (iv)     The agreements in this Section shall survive
                                    repayment of the  Obligations  and all other
                                    amounts payable under the Purchase Agreement
                                    and the other Transaction Documents.

                  (e)      SUCCESSOR  AND  ASSIGNS.   This  Guarantee  shall  be
         binding upon the  successors  and assigns of each  Guarantor  and shall
         inure to the benefit of the Purchasers and their respective  successors
         and  assigns;  provided  that no  Guarantor  may  assign,  transfer  or
         delegate any of its rights or obligations  under this Guarantee without
         the prior written consent of the Purchasers.

                  (f)      SET-OFF. Each Guarantor hereby irrevocably authorizes
         the  Purchasers  at any time and  from  time to time  while an Event of
         Default under any of the Transaction  Documents shall have occurred and
         be continuing, without notice to such Guarantor or any other Guarantor,
         any such notice being expressly  waived by each  Guarantor,  to set-off
         and appropriate and apply any and all deposits,  credits,  indebtedness
         or claims,  in any currency,  in each case whether  direct or indirect,
         absolute or contingent, matured or unmatured, at any time held or owing
         by  the  Purchasers  to or  for  the  credit  or the  account  of  such
         Guarantor,  or any part thereof in such amounts as the  Purchasers  may
         elect,  against and on account of the  obligations  and  liabilities of
         such Guarantor to the  Purchasers  hereunder and claims of every nature
         and  description  of the  Purchasers  against  such  Guarantor,  in any
         currency,  whether arising hereunder, under the Purchase Agreement, any
         other Transaction  Document or otherwise,  as the Purchasers may elect,
         whether or not the  Purchasers  have made any demand  for  payment  and
         although such obligations,  liabilities and claims may be contingent or
         unmatured.  The Purchasers shall notify such Guarantor  promptly of any
         such set-off and the application made by the Purchasers of the proceeds
         thereof, provided that the failure to give such notice shall not affect
         the  validity  of such  set-off  and  application.  The  rights  of the
         Purchasers under this Section are in addition to other

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<PAGE>

         rights and  remedies(including,  without  limitation,  other  rights of
         set-off) which the Purchasers may have.

                  (g)      COUNTERPARTS.  This  Guarantee may be executed by one
         or more of the  parties to this  Guarantee  on any  number of  separate
         counterparts  (including  by  telecopy),  and all of said  counterparts
         taken  together  shall  be  deemed  to  constitute  one  and  the  same
         instrument.

                  (h)      SEVERABILITY.  Any provision of this Guarantee  which
         is prohibited or unenforceable  in any  jurisdiction  shall, as to such
         jurisdiction,  be  ineffective  to the  extent of such  prohibition  or
         unenforceability  without invalidating the remaining provisions hereof,
         and any such prohibition or  unenforceability in any jurisdiction shall
         not  invalidate  or render  unenforceable  such  provision in any other
         jurisdiction.

                  (i)      SECTION  HEADINGS.  The Section headings used in this
         Guarantee are for  convenience  of reference only and are not to affect
         the  construction   hereof  or  be  taken  into  consideration  in  the
         interpretation hereof.

                  (j)      INTEGRATION. This Guarantee and the other Transaction
         Documents  represent the agreement of the Guarantors and the Purchasers
         with respect to the subject matter hereof and thereof, and there are no
         promises, undertakings, representations or warranties by the Purchasers
         relative to subject  matter  hereof and thereof not expressly set forth
         or referred to herein or in the other Transaction Documents.

                  (k)      GOVERNING LAW. THIS  GUARANTEE  SHALL BE GOVERNED BY,
         AND CONSTRUED AND INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE
         OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

                  (l)      SUBMISSION TO JURISDICTIONAL;  WAIVER. Each Guarantor
         hereby irrevocably and unconditionally:

                           (i)      submits  for itself and its  property in any
                                    legal action or proceeding  relating to this
                                    Guarantee   and   the   other    Transaction
                                    Documents  to which  it is a  party,  or for
                                    recognition  and enforcement of any judgment
                                    in  respect  thereof,  to the  non-exclusive
                                    general  jurisdiction  of the  Courts of the
                                    State  of New  York,  located  in  New  York
                                    County,  New York,  the courts of the United
                                    States of America for the Southern  District
                                    of New York,  and appellate  courts from any
                                    thereof;

                           (ii)     consents  that any such action or proceeding
                                    may be brought in such courts and waives any
                                    objection that it may now or

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<PAGE>

                                    hereafter  have  to the  venue  of any  such
                                    action or  proceeding  in any such  court or
                                    that such action or  proceeding  was brought
                                    in an  inconvenient  court and agrees not to
                                    plead or claim the same;

                           (iii)    agrees  that  service of process in any such
                                    action  or  proceeding  may be  effected  by
                                    mailing  a copy  thereof  by  registered  or
                                    certified mail (or any substantially similar
                                    form  of  mail),  postage  prepaid,  to such
                                    Guarantor at its address  referred to in the
                                    Purchase  Agreement or at such other address
                                    of which  the  Purchasers  shall  have  been
                                    notified pursuant thereto;

                           (iv)     agrees that nothing  herein shall affect the
                                    right to effect  service  of  process in any
                                    other manner permitted by law or shall limit
                                    the right to sue in any other  jurisdiction;
                                    and

                           (v)      waives, to the maximum extent not prohibited
                                    by law,  any  right  it may have to claim or
                                    recover  in any legal  action or  proceeding
                                    referred  to in this  Section  any  special,
                                    exemplary,    punitive   or    consequential
                                    damages.

                  (m)      ACKNOWLEDGEMENTS.  Each Guarantor hereby acknowledges
                           that:

                           (i)      it  has  been  advised  by  counsel  in  the
                                    negotiation,  execution and delivery of this
                                    Guarantee   and   the   other    Transaction
                                    Documents to which it is a party;

                           (ii)     the    Purchasers    have    no    fiduciary
                                    relationship  with or duty to any  Guarantor
                                    arising  out of or in  connection  with this
                                    Guarantee  or any of the  other  Transaction
                                    Documents,  and the relationship between the
                                    Guarantors,   on  the  one  hand,   and  the
                                    Purchasers, on the other hand, in connection
                                    herewith  or  therewith  is  solely  that of
                                    debtor and creditor; and

                           (iii)    no joint venture is created hereby or by the
                                    other  Transaction  Documents  or  otherwise
                                    exists  by   virtue   of  the   transactions
                                    contemplated hereby among the Guarantors and
                                    the Purchasers.

                  (n)      ADDITIONAL  GUARANTORS.  The Company shall cause each
         of its  subsidiaries  formed or acquired on or  subsequent  to the date
         hereof to become a  Guarantor  for all  purposes of this  Guarantee  by
         executing and delivering an Assumption Agreement in the form of Annex 1
         hereto.

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<PAGE>

                  (o)      RELEASE OF  GUARANTORS.  Subject to Section 2.6, each
         Guarantor  will be released from all liability  hereunder  concurrently
         with the  repayment  in full of all  amounts  owed  under the  Purchase
         Agreement, the Debentures and the other Transaction Documents.

                  (p)      SENIORITY.  The Obligations of each of the Guarantors
         hereunder  rank  senior in  priority  to any other  unsecured  Debt (as
         defined in the Debentures) of such Guarantor.

                  (q)      WAIVER  OF  JURY  TRIAL.   EACH   GUARANTOR  AND,  BY
         ACCEPTANCE OF THE BENEFITS HEREOF,  THE PURCHASERS,  HEREBY IRREVOCABLY
         AND  UNCONDITIONALLY  WAIVE  TRIAL  BY  JURY  IN ANY  LEGAL  ACTION  OR
         PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.

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<PAGE>



         IN WITNESS  WHEREOF,  each of the undersigned has caused this Guarantee
to be duly executed and delivered as of the date first above written.

                 SSI OPERATING CORP.

                 By:_________________________________
                       Name:
                       Title:

                 SECURED MOBILE, INC.

                 By:_________________________________
                       Name:
                       Title:

                 SSI MINNESOTA CORP.

                 By:_________________________________
                       Name:
                       Title:

                 SECURED SERVICES CANADA, INC.

                 By:_________________________________
                       Name:
                       Title:



                                       13
<PAGE>


                                   SCHEDULE 1

                                   GUARANTORS

         The  following are the names,  notice  addresses  and  jurisdiction  of
organization of each Guarantor.

                                                            COMPANY
                                      JURISDICTION OF       OWNED BY
                                      INCORPORATION         PERCENTAGE
                                      -------               -----






                                       14
<PAGE>


                                   Annex 1 to
                              SUBSIDIARY GUARANTEE

ASSUMPTION    AGREEMENT,    dated    as   of   ____   __,    ______    made   by
______________________________,  a  ______________  corporation (the "ADDITIONAL
GUARANTOR"),  in favor of the  Purchasers  pursuant  to the  Purchase  Agreement
referred  to below.  All  capitalized  terms not defined  herein  shall have the
meaning ascribed to them in such Purchase Agreement.

                              W I T N E S S E T H :

         WHEREAS, Secured Services, Inc., a Delaware corporation (the "COMPANY")
and the Purchasers have entered into a Securities Purchase  Agreement,  dated as
of February ___, 2006 (as amended,  supplemented or otherwise modified from time
to time, the "PURCHASE AGREEMENT");

         WHEREAS, in connection with the Purchase Agreement, the Company and its
Subsidiaries  (other  than  the  Additional  Guarantor)  have  entered  into the
Subsidiary Guarantee, dated as of February ____, 2006 (as amended,  supplemented
or  otherwise  modified  from  time to time,  the  "GUARANTEE")  in favor of the
Purchasers;

         WHEREAS,  the Purchase Agreement  requires the Additional  Guarantor to
become a party to the Guarantee; and

         WHEREAS,  the  Additional  Guarantor  has agreed to execute and deliver
this Assumption Agreement in order to become a party to the Guarantee;

                           NOW, THEREFORE, IT IS AGREED:

         1.       GUARANTEE.   By  executing  and  delivering   this  Assumption
Agreement,  the  Additional  Guarantor,  as  provided  in  Section  5(n)  of the
Guarantee,  hereby  becomes a party to the  Guarantee as a Guarantor  thereunder
with the same force and effect as if  originally  named  therein as a  Guarantor
and, without limiting the generality of the foregoing,  hereby expressly assumes
all obligations and liabilities of a Guarantor  thereunder.  The information set
forth in Annex  1-A  hereto  is  hereby  added to the  information  set forth in
Schedule 1 to the Guarantee.  The  Additional  Guarantor  hereby  represents and
warrants that each of the representations and warranties  contained in Section 3
of the  Guarantee  is true  and  correct  on and as the date  hereof  as to such
Additional  Guarantor  (after giving effect to this Assumption  Agreement) as if
made on and as of such date.

         2.       GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND  INTERPRETED  IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW
YORK.

                                       15
<PAGE>

         IN  WITNESS  WHEREOF,   the  undersigned  has  caused  this  Assumption
Agreement to be duly executed and delivered as of the date first above written.


                      [ADDITIONALGUARANTOR]

                      By:__________________________
                      Name:
                      Title:



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