EXHIBIT 10.1

                   THIRD PARTY LOGISTICS & PURCHASE AGREEMENT

THIS THIRD PARTY LOGISTICS AND PURCHASE AGREEMENT ("AGREEMENT") ENTERED INTO AS
OF NOVEMBER 3, 2008 BY AND BETWEEN BRINK'S HOME SECURITY, INC., LOCATED AT 8880
ESTERS BOULEVARD, IRVING, TEXAS 75063 ("BHS") AND UNIVERSAL POWER GROUP, INC.,
LOCATED AT 1720 HAYDEN DRIVE, CARROLLTON, TX 75006 ("UPG") BY WHICH UPG WILL
PROVIDE THIRD PARTY LOGISTICS SERVICES TO BHS INCLUDING, BUT NOT LIMITED TO,
ASSEMBLING, SHIPPING, STORING, PROCURING AND OTHER RELATED SERVICES. UPG WILL
ALSO COORDINATE BATTERY RECYCLING SERVICES PROVIDED TO BHS. THE FOLLOWING TERMS
AND CONDITIONS APPLY:

1.   SERVICES,  BATTERY   AND  TRANSFORMER  PURCHASES  AND  WARRANTIES:  (a)  As
     requested by BHS,  UPG shall  procure  components  for  residential  and/or
     commercial  alarm  systems  including  tools  and  supplies  necessary  for
     installation  ("Alarm System  Components") from manufacturers  specified by
     BHS, who have existing  contracts with BHS. UPG shall also procure packing,
     and other related  materials,  and shall store such Alarm System Components
     and materials in UPG's distribution centers. UPG shall assemble kits of the
     following  components:  control  panel;  battery;  transformer;  RJ  block;
     speaker;  motion  sensor (in  certain  cases);  and  instruction  materials
     ("Kits").  Specific brands and models of components that should be included
     in the Kits will be specified  by BHS. UPG shall ship Kits to  destinations
     specified by BHS. If BHS changes the equipment, or the configuration of the
     equipment,  in the Kits and thus causes UPG's supply of existing  packaging
     (box and  partitions) to be unusable,  BHS shall reimburse UPG for the cost
     of the unusable packaging that cannot be returned or reimbursed.  UPG shall
     also store, ship and procure other additional Alarm System Components, that
     are not products included in Kits, from manufacturers specified by BHS, who
     have existing contracts and pricing arrangements with BHS.

     (b) BHS may also purchase from UPG batteries, transformers, and other Kit
     components from manufacturers of UPG's choice that are produced to BHS
     specifications.

     (c) For batteries and transformers not included in a Kit, UPG warrants that
     those products will be new and in conformance with the specifications
     provided to and by BHS, and that its products will be free from material
     and workmanship defects and other product warranties including, without
     limitation, the warranties described in Exhibit A, attached hereto. Other
     terms of purchase are also specified in Exhibit A.

     (d) In consideration of BHS obligations under this Agreement, UPG will
     coordinate battery recycling services to BHS for the duration of this
     Agreement, in accordance with Exhibit B, attached hereto, at no additional
     charge.


2.   AUTHORITY. Except as expressly set forth in this Agreement, UPG shall have
     no authority to enter into contracts, or other commitments, with other
     persons, companies, corporations or entities on BHS behalf, and shall not
     be permitted to represent or bind BHS in any way.

3.   FEES. (a) For Kits shipped to BHS locations, BHS agrees to pay UPG as
     specified in Exhibit C(a). Applicable sales tax, if any, shall be added to
     invoices, unless BHS provides UPG a valid sales tax exemption certificate
     applicable to purchases.

     (b) BHS may periodically, at BHS option, request that UPG procure
     additional Alarm System Components that BHS has sourced from the same or
     additional manufacturers. In that event, UPG' shall be compensated as set
     forth in Exhibit C(b).

     (c) BHS has established an authorized dealer program that may require
     authorized dealers to purchase approved Kits and Alarm System Components
     from UPG. BHS authorized dealers are solely responsible for setting up an
     account and credit terms with UPG. UPG agrees that warehousing and other
     charges to BHS authorized dealers will not exceed the amounts as specified
     in Exhibit C(c). BHS may, at its option, purchase equipment directly from
     UPG for BHS authorized dealers. If BHS exercises this option, BHS will pay
     UPG the amounts described in Exhibit C(h).


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     (d) In the event that BHS purchases products directly from a manufacturer,
     and such products are shipped to UPG for handling and distribution, UPG may
     charge BHS the shipping and handling fees described in Exhibit C(b). BHS
     shall provide UPG with product cost information for this purpose.

     (e) For items ordered by UPG and drop-shipped directly to a destination
     specified by BHS (other than UPG's distribution centers), BHS shall pay UPG
     the amounts for these items, as specified in Exhibit C(d).

     (f) Immediately after UPG receives notification from a manufacturer of its
     effective date of any price changes for Alarm System Components, UPG will
     notify BHS of the manufacturer's price changes and the effective date. BHS
     agrees to provide UPG with price change approvals prior to the effective
     date of manufacturer's price change so that UPG may procure products
     timely, if possible. UPG will charge BHS the new price thirty (30) days
     after the manufacturer's effective date. UPG shall not procure products at
     new prices without BHS approval and instructions.

     (g) BHS may also purchase from UPG products that are manufactured by
     manufacturers of UPG's choice and who have existing contracts with UPG.
     Products will be packaged by UPG as a normal distribution product. BHS
     shall pay UPG the amounts as specified in Exhibit C(e).


4.   FREIGHT & FUEL SURCHARGES. BHS agrees to pay UPG an index-based fuel
     surcharge that is adjusted quarterly. Changes to the fuel surcharge will be
     effective immediately on the first Monday of each calendar quarter. UPG
     will provide written notice to BHS two weeks prior to the effective date of
     the fuel surcharge adjustment for approval. The surcharge will be
     calculated as specified in Exhibit C(f).

5.   PAYMENT. UPG shall provide weekly invoices to BHS. BHS shall pay UPG within
     thirty (30) days from the receipt of UPG's invoice. Each UPG invoice will
     separately list in detail the: actual cost to BHS for products obtained;
     shipping charges; warehousing and other handling charges; and fuel
     surcharges.

6.   PURCHASE ORDERS. (a) BHS shall submit to UPG, at intervals of BHS choice,
     requests for UPG to procure Alarm System Components and related materials
     from manufacturers specified by BHS. UPG, as promptly as practical after
     receipt of such requests, shall submit purchase orders to manufacturers for
     materials specified by BHS and shall diligently expedite such purchase
     orders (subject always to availability of product from the specified
     manufacturer) with a view towards maintaining adequate inventory.

     (b) For critical custom products not available from other sources (e.g.,
     Honeywell Series 4000 control panels and motherboards, compatible Honeywell
     keypads, receivers, fob kits, radios, telephone control modules, zone
     expanders, and System Sensor model 2112ATL/2112ATLA smoke detectors), UPG
     agrees to exercise additional diligence in maintaining adequate inventory.

7.   SHIPMENTS.  Within 24 hours  after BHS places an order with UPG,  UPG shall
     ship Kits,  Alarm  System  Components  and related  materials to BHS branch
     office,  dealer office or final user specified in BHS  instructions  within
     the  continental  United States.  If for any reason  material orders do not
     ship within 48 hours,  backorders will be immediately  reported to BHS. All
     surface  shipping and handling costs to any branch office,  dealer or final
     user in the  continental  United  States  shall be at UPG's  sole  expense;
     however,  if BHS  requests  shipment  by air  freight  or to a  destination
     outside the 48 states,  UPG shall prepay such air freight or other shipping
     charge and BHS shall  reimburse UPG for the actual charges  incurred,  less
     the allowed freight portion already included in pricing. UPG shall endeavor
     to assure that all Alarm System Components and related materials shipped by
     UPG are delivered as promptly as possible in a reasonable amount of time so
     as not to disrupt BHS  operations.  Any time UPG is  scheduled  to not ship
     product  for an  entire  day or more,  such as when UPG  performs  periodic
     physical inventory counts, a ten (10) day notice must be provided to BHS.

8.   MANUFACTURERS'   WARRANTIES.   BHS   shall  be  the   beneficiary   of  all
     manufacturers'  warranties. UPG shall take such reasonable steps (excluding
     institution  of  litigation)  to  enforce  the terms of all  manufacturers'
     warranties  with  respect  to  the  Alarm  System  Components  and  related
     materials,  including  but not limited to,  returning  defective  items for
     repair or  replacement.  UPG, AS A PROVIDER  OF  WAREHOUSING  AND  SHIPPING
     SERVICES AND AS A WHOLESALE  DISTRIBUTOR,  MAKES NO  WARRANTIES OF ITS OWN,
     EITHER EXPRESS OR IMPLIED,  INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY
     OR FITNESS FOR A PARTICULAR  PURPOSE, OF THESE PRODUCTS NOT MANUFACTURED BY
     UPG,


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     AND SHALL NOT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES, PROVIDED UPG
     DOES NOT COMMIT A NEGLIGENT OR WILLFUL ACT OR OMISSION RELATED THERETO. UPG
     WILL EXTEND WARRANTIES ON ITEMS MANUFACTURED BY UPG AND UPG VENDORS PER
     RESPECTIVE PRODUCT WARRANTIES.

9.   TITLE  AND  RISK OF  LOSS.  Title  and  risk of  loss to all  Alarm  System
     Components,  Kits and  other  products  and  related  materials  purchased,
     stored, assembled,  shipped and sold by UPG under this Agreement shall pass
     upon to BHS upon delivery by carrier to BHS' branch  office,  dealer office
     or the end user as instructed by BHS. It shall be UPG's  responsibility  to
     file claims with the carrier  provided  that, if the carrier  requires that
     any claim be filed in BHS' name,  BHS will provide UPG with the means to do
     so.

10.  RETURNS. In the event of a return authorized by BHS and subject to an
     equipment or material return authorization issued by UPG, BHS shall pay UPG
     for any restock charge imposed by the manufacturer of the product. UPG
     shall provide BHS branches with credits upon receipt of credits from the
     manufacturer. At UPG's discretion, UPG may provide authorized dealers with
     immediate credit for returns of equipment or material to the manufacturer.
     If reconciliation is required upon receipt by the manufacturer, UPG will
     invoice BHS or the authorized dealer in full or for the difference, as the
     case may be. If a return is made by BHS as a result of UPG's negligence,
     BHS shall not be responsible for return postage or restocking fees.

11.  EFFECTIVE DATE, TERM AND TERMINATION.

     (a) This Agreement shall become effective as of the date written above, and
     shall continue for an initial term of 24 months. At the end of the initial
     term, this Agreement will renew for successive one year renewal terms,
     unless cancelled in writing by either party without cause at least 120 days
     before the end of the initial or any renewal term. This Agreement may be
     terminated by BHS as specified in Exhibit C(g). This Agreement supersedes
     any and all prior agreements between the parties.

     (b) In the event that either party commits a Default under this Agreement,
     the non-defaulting party shall give written notice of the Default to the
     defaulting party. If the defaulting party does not cure such default within
     seven business days, or if there is a subsequent Default of the same nature
     within a 6-month period of each other, then the non-defaulting party shall
     have the right to terminate this Agreement by giving thirty days' written
     notice. With respect to UPG, the term "Default" means a failure to meet a
     material shipping or warehousing obligation under this Agreement. With
     respect to BHS, the term "Default" means a failure to meet a material
     payment obligation under this Agreement. With respect to both parties, an
     occurrence shall not be considered a Default if it is caused by an event or
     condition beyond the party's reasonable control, including Acts of God, war
     and terrorist attacks or threats. Provided, however, upon early
     termination, BHS will purchase from UPG any and all remaining inventory
     procured by UPG pursuant to this Agreement (including inventory in transit)
     and pay any applicable cancellation fees of the manufacturer.


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                                 SIGNATURE PAGE


BRINK'S HOME SECURITY, INC.


By:   /s/ STEPHEN YEVICH
      ------------------
         Stephen Yevich
         Sr. VP and CFO

Date:  November 3, 2008





UNIVERSAL POWER GROUP, INC.


By:    /s/ RANDY HARDIN            By:   /s/ MIMI TAN
      -----------------------           ----------------------------------------
         Randy Hardin                    Mimi Tan
         President & CEO                 Sr. VP Business Development & Marketing

Date: October 31, 2008             Date: October 31, 2008