EXHIBIT 10.25

                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE  AGREEMENT  (this  "AGREEMENT") is entered into as of
November  3,  2004,  by  and  between  eLinear,  Inc.,  a  Delaware  corporation
("BUYER"),  and  RadioShack  Corporation, a Delaware corporation (the "SELLER"),
the sole shareholder of TanSeco Systems, Inc. a Delaware corporation ("TARGET").

                                 R E C I T A L S
                                 - - - - - - - -

A.   Seller  owns  all  of the issued and outstanding shares of capital stock of
     Target  (collectively,  the "TARGET STOCK"), consisting in the aggregate of
     1,000 shares of common stock, $1.00 par value, of Target; and

B.   Seller  desires to sell the Target Stock to the Buyer, and Buyer desires to
     purchase  the  Target  Stock,  for the consideration and upon the terms and
     subject to the conditions set forth herein (the "Acquisition").

                                A G R E E M E N T
                                -----------------

     Based on the recitals set forth above and the promises contained herein,
the parties agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS
                                   -----------

     Terms  defined  in  this  Article and used in this Agreement shall have the
respective  meanings  hereinafter  specified.

     "1933 ACT" means the Securities Act of 1933, as amended.

     "1934 ACT" means the Securities Exchange Act of 1934, as amended.

     "AFFILIATE"  means,  with  respect  to  a  specified  Person, a Person that
directly,  or  indirectly  through  one  or  more intermediaries, controls or is
controlled  by,  or  is  under  common  control  with,  the  Person  specified.

     "LIEN"  means  any  mortgage,  deed  of trust, lien, pledge, adverse claim,
charge,  security  interest  or  encumbrance  of  any  nature whatsoever upon or
relating to either real or personal property, but shall exclude ordinary utility
and  other similar easements of record that do not materially interfere with the
use  of  real  property.

     "PERSON"  means  any  individual,  partnership,  joint  venture,  limited
liability  company,  corporation,  trust,  judicial  body,  unincorporated
organization,  entity  or  governmental authority, or any department, agency, or
political  subdivision  thereof.

     "TAXES"  mean  any  and  all federal, state, local, provincial, foreign and
other  taxes,  levies,  fees,  imposts,  duties  and  charges  of  whatever kind
(including any interest, penalties or additions to the tax imposed in connection
therewith or with respect thereto), whether or not imposed on Target, including,
without limitation, taxes imposed on, or measured by, income, franchise, profits
or  gross  receipts,  and


<PAGE>
also  ad  valorem,  value added, sales, use, service, real or personal property,
capital  stock,  license,  payroll,  withholding,  employment,  social security,
unemployment  compensation,  information  reporting  and  excise  taxes.

     "TAX  RETURN"  means any returns, reports, information statements and other
documentation  (including  any  additional  or  supporting  material)  filed  or
maintained,  or  required  to  be  filed  or  maintained, in connection with the
calculation,  determination,  assessment  or  collection  of  any  Tax and shall
include any amended returns required as a result of examination adjustments made
by  the  Internal  Revenue  Service  or  other  tax  authority.


                                    ARTICLE 2

                      PURCHASE AND SALE OF THE TARGET STOCK
                      -------------------------------------

     2.1     Purchase  and  Sale of the Target Stock. Upon the terms and subject
             ---------------------------------------
to  the  conditions  contained  herein, and on the basis of the representations,
warranties and agreements set forth herein, Seller shall sell, convey, transfer,
assign  and  deliver  to Buyer the Target Stock for a purchase price of $750,000
(the  "PURCHASE  PRICE").  At the Closing, as consideration for the purchase and
sale  of  the  Target Stock, Buyer shall pay the Purchase Price to the Seller in
immediately  available  funds.


                                    ARTICLE 3

                                     CLOSING
                                     -------

     3.1     Closing.  The  consummation of the transactions provided for herein
             -------
(the  "CLOSING")  shall  take  place  at  the  offices  of Seller located at 100
Throckmorton  Street,  Suite 1800, Fort Worth, Texas 76102 concurrently with the
execution  of  this Agreement.  The time and date of the Closing are referred to
herein  as  the  "CLOSING  DATE."

     3.2     Seller's  Deliveries  at  Closing.  At  the  Closing,  Seller shall
             ---------------------------------
deliver, or cause to be delivered, to Buyer the following items:

          (a)     Stock  Certificate.  Seller  shall  deliver the certificate(s)
                  ------------------
representing  the  Target  Stock, duly endorsed in blank or accompanied by stock
powers  duly  executed in blank, and with any required transfer stamps, acquired
at  Seller's  expense,  affixed.

          (b)     Good  Standing  Certificate.  A  Certificate, dated within ten
                  ---------------------------
(10) business days prior to the Closing Date, from the appropriate Person in the
State  of  Delaware  evidencing  that Target is existing as a corporation and in
good  standing  under  the  laws  of  the  State  of  Delaware.

          (c)     Related  Agreements.  Duly executed copies of (i) a Transition
                  -------------------
Agreement  between  Seller  and  Target providing for the temporary provision of
certain transition services by Seller to Target (the "TRANSITION AGREEMENT"), in
the  form attached hereto as Exhibit A; and (ii) the Service Agreement providing
                             ---------
for  Target to provide certain services to the Seller (the "SERVICE AGREEMENT"),
in  the  form  attached  hereto  as Exhibit B.  The Transition Agreement and the
                                    ---------
Service  Agreement  are  referred  to  collectively  herein  as  the  "RELATED
AGREEMENTS."


<PAGE>
          (d)     Transfer  Agreements.  Duly  executed  copies of (i) a bill of
                  --------------------
sale  providing  the  transfer  of  assets,  including certain telephone numbers
utilized  by  Target  (the "TELEPHONE NUMBERS"), from Seller to Target ("BILL OF
SALE")  in  the  form  attached hereto as Exhibit C; and  (ii) an Assignment and
                                          ---------
Assumption Agreement providing for the assignment by Seller to Target of certain
of  its contracts in the name of Tandy Security Systems with respect to Target's
operations  ("ASSIGNMENT  AND ASSUMPTION AGREEMENT") in the form attached hereto
as  Exhibit D.
    ---------

          (e)     Resignations.  Duly  executed  resignations,  dated  as of the
                  -------------
Closing Date, of the directors and officers of Target (if required by Buyer).

          (f)     Termination  Agreement.  A duly executed copy of a Termination
                  ----------------------
Agreement,  between  Seller  and Target, effective immediately prior to Closing,
terminating  that  certain  Administrative  and  Operational  Services Agreement
between  Seller  and  the  Company.

          (g)     Other.  Such  other instruments, documents or information that
                  -----
Buyer  reasonably  requests  in  connection  herewith  and  the  transactions
contemplated  hereby,  in  customary  form  and  substance.

     3.3     Buyer's  Deliveries  and  Obligations  at Closing.  At the Closing,
             -------------------------------------------------
Buyer  shall  deliver  the  following  items  to  Seller:

          (a)     Purchase  Price.  Payment  of  the  Purchase  Price by wire or
                  ---------------
electronic  transfer  in immediately available funds to such account as shall be
specified  by  the  Seller.

          (b)     Agreements.  Duly  executed  copy of the Service Agreement and
                  ----------
the  Assignment  and  Assumption  Agreement.

          (c)     Other.  Such  other instruments, documents or information that
                  -----
Seller  reasonably  requests  in  connection  herewith  and  the  transactions
contemplated  hereby,  in  customary  form  and  substance.

     3.4     Employees.     Seller  shall terminate, effective as of the date of
             ---------
this  Agreement,  the  employment of each of the employees set forth on Schedule
                                                                        --------
3.4  of  this  Agreement  (the  "TRANSFERRED  EMPLOYEES").  Buyer shall offer to
---
employ (or cause Target to offer to employ) each of the Transferred Employees at
a  base  salary or hourly rate not less than the base salary or hourly rate then
applicable  to  such  Transferred  Employee.   Seller shall pay each Transferred
Employee  his  or  her  accrued  but unpaid vacation as of the termination date.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

     To  induce  Seller  to enter into this Agreement and the Related Agreements
and to consummate the transactions contemplated hereby and thereby, Buyer, as of
the date hereof, makes to Seller the representations and warranties set forth in
this  Article.

     4.1     Organization  and  Good  Standing.  Buyer  (i)  is  a  corporation
             ---------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware,  (ii) has all requisite power and authority now to own and operate its
properties  and  to  carry  on  its  business  as  now  conducted,  and (iii) is
authorized  to  do  business and is in good standing as a foreign corporation in
each  jurisdiction  where  the  character of its properties or the nature of its
activities  makes  such  qualification  necessary  and the failure to so qualify
would not have a material adverse effect on Buyer, as applicable.


<PAGE>
     4.2     Power  and  Authority;  Validity and Authorization.  Buyer has full
             --------------------------------------------------
requisite power and authority to execute, deliver and perform this Agreement and
the Related Agreements and the other instruments called for by this Agreement to
which  Buyer  is  a  party.  This Agreement and the Related Agreements have been
duly executed and delivered by Buyer and constitute the legal, valid and binding
obligations  of Buyer, enforceable against Buyer in accordance with their terms,
except  as  such  enforcement  may  be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium,  or  other  similar  laws  affecting enforcement of
creditors' rights generally and by general principles of equity (whether applied
in  a  proceeding  at  law  or  in  equity).

     4.3     No  Conflict.  The  execution,  delivery  and  performance  of this
             ------------
Agreement  and  the  Related Agreements and the consummation of the transactions
contemplated  hereby  and  thereby  will  not result in (i) any violation of the
terms  of  and  will  not  contravene  or  conflict  with  the  Certificate  of
Incorporation or Bylaws of Buyer, (ii) any violation of any statute, regulation,
rule,  judgment,  order,  decree,  stipulation,  injunction,  charge,  or  other
restriction  of  any government, governmental agency or court to which  Buyer is
subject,  or  (iii)  conflict  with, result in a breach of, constitute a default
under,  result  in  the  acceleration  of,  create  in  any  party  the right to
accelerate,  terminate,  modify,  or  cancel,  or  require  any notice under any
contract  lease  sublease,  license,  sublicense,  franchise, permit, indenture,
agreement  or  mortgage for borrowed money, instrument of indebtedness, security
interest,  or  other arrangement to which the Buyer is a party or by which it is
bound  or  to  which  any  of  its  assets  is  subject.

     4.4     No  Brokers Fees; No Commissions.  All negotiations relative hereto
             --------------------------------
and  the transactions contemplated hereby have been carried on by Buyer directly
with  Seller  without any act by Buyer that would give rise to any claim against
Seller  or  its  Affiliates  for  a  brokerage commission, finder's fee or other
similar  payment.

     4.5      Compliance with Laws; Permits.  Buyer is not, and has at all times
              -----------------------------
since  January  1,  2004 not been, in violation of any applicable statute, rule,
regulation,  order,  judgment,  writ,  decree  or  restriction in respect of the
conduct of its business or the ownership of its properties which violation could
materially  and  adversely  affect  the  current  business, assets, liabilities,
financial  condition  or  operations of Buyer.  Other than those of a routine or
minor  nature,  the absence of which would not have a material adverse effect on
Buyer,  Buyer  has  all  franchises, permits, licenses and any similar authority
necessary for the conduct of its business as now being conducted by it.

     4.6     Purchase  of  Target  Stock  Entirely  for  Investment.  Buyer  is
             ------------------------------------------------------
acquiring  the  Target Stock for investment purposes, not as a nominee or agent,
and  not  with  a  view  to  the  resale  or distribution of any part thereof in
violation  of  the  1933 Act Buyer has no present intention of selling, granting
any  participation  in, or otherwise distributing the shares of the Target Stock
otherwise  than  pursuant  to an effective registration statement under the 1933
Act or in a transaction exempt from the registration requirements under the 1933
Act  and  applicable  state  securities laws.  Buyer does not have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the
shares  of the Target Stock.  Buyer is an "accredited investor," as such term is
defined in Rule 501(a) promulgated under the 1933 Act.

     4.7     Buyer  Receipt  of  Information.  Buyer  has  received  all  the
             -------------------------------
information  it  has  requested  from  Target,  Seller and other Persons and has
received  all  the  information  that  it considers necessary or appropriate for
deciding  whether  to consummate the transactions described herein and to accept
the  shares  of  Target Stock.  Buyer has had an opportunity to ask questions of
and to receive answers from Target, Seller and other Persons regarding the terms
and  conditions  of  the  sale  of the Target Stock and the business properties,
prospects and financial condition of Target and to obtain additional information
(to  the  extent  Target, Seller and other Persons possessed such information or
could  acquire  it  without


<PAGE>
unreasonable  effort  or  expense)  necessary  to  verify  the  accuracy  of any
information furnished to Buyer or to which Buyer had access.


                                    ARTICLE 5

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

     To induce Buyer to enter into this Agreement and the Related Agreements and
to  consummate  the  transactions contemplated hereby and thereby, Seller, as of
the  date hereof, makes to Buyer the representations and warranties set forth in
this  Article  (each  such  representation  and  warranty being qualified in its
entirety  by  the disclosures, if any, set forth on the appropriately identified
Schedule  to  this  Agreement).

     5.1     Organization  and  Good  Standing.  Seller  (a)  is  a  corporation
             ---------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware,  (b)  has  all  requisite  power  and authority to own and operate its
properties  and to carry on its business as now conducted, and (c) is authorized
to  do  business  and  is  in  good  standing  as  a foreign corporation in each
jurisdiction  where  the  character  of  its  properties  or  the  nature of its
activities  makes  such  qualification  necessary  and the failure to so qualify
would not have a material adverse effect on Target.

     5.2     Power  and  Authority; Validity and Authorization.  Seller has full
             -------------------------------------------------
requisite  power  and  authority to execute, deliver and perform this Agreement,
the Related Agreements and the other instruments called for by this Agreement to
which  Seller  is  a party.  This Agreement and the Related Agreements have been
duly  executed  and  delivered  by  Seller  and  constitute the legal, valid and
binding  obligations  of  Seller,  enforceable against Seller in accordance with
their  terms,  except  as  such  enforcement  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium,  or  other  similar  laws  affecting
enforcement  of  creditors' rights generally and by general principles of equity
(whether  applied  in  a  proceeding  at  law  or  in  equity).

     5.3     No  Conflict.  The  execution,  delivery  and  performance  of this
             ------------
Agreement  and  the  Related Agreements and the consummation of the transactions
contemplated  hereby  and  thereby  will  not result in (i) any violation of the
terms  of  and  will  not  contravene  or  conflict  with  the  Certificate  of
Incorporation  or  Bylaws of Seller, (ii) violate any statute, regulation, rule,
judgment,  order,  decree, stipulation, injunction, charge, or other restriction
of  any government, governmental agency or court to which  Seller is subject, or
(iii)  conflict  with, result in a breach of, constitute a default under, result
in  the acceleration of, create in any party the right to accelerate, terminate,
modify,  or  cancel,  or  require  any notice under any contract lease sublease,
license,  sublicense,  franchise,  permit,  indenture, agreement or mortgage for
borrowed  money,  instrument  of  indebtedness,  security  interest,  or  other
arrangement  to  which the Seller is a party or by which it is bound or to which
any  of  its  assets  is  subject.

     5.4     No  Brokers Fees; No Commissions.  All negotiations relative hereto
             --------------------------------
and the transactions contemplated hereby have been carried on by Seller directly
with  Buyer  without any act by Seller that would give rise to any claim against
Buyer  or  its  Affiliates  for  a  brokerage  commission, finder's fee or other
similar  payment.

     5.5      Compliance  with  Laws;  Permits.  Seller  is  not, and has at all
              --------------------------------
times  since  January  1, 2004 not been, in violation of any applicable statute,
rule, regulation, order, judgment, writ, decree or restriction in respect of the
conduct of its business or the ownership of its properties which violation could
materially  and  adversely affect the sale of Target to Buyer as contemplated by
this  Agreement.


<PAGE>
                                    ARTICLE 6

           REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING TARGET
           ----------------------------------------------------------

     To induce Buyer to enter into this Agreement and the Related Agreements and
to  consummate  the  transactions contemplated hereby and thereby, Seller, as of
the  date hereof, makes to Buyer the representations and warranties set forth in
this  Article  (each  such  representation  and  warranty being qualified in its
entirety  by  the disclosures, if any, set forth on the appropriately identified
Schedule  to  this  Agreement).

     6.1     Organization  and  Good  Standing.  Target  (a)  is  a  corporation
             ---------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware,  (b)  does  not have any subsidiaries, (c) has all requisite power and
authority  to own and operate its properties and to carry on its business as now
conducted,  and  (d)  is  authorized to do business and is in good standing as a
foreign  corporation  in each jurisdiction where the character of its properties
or  the  nature  of  its  activities  makes such qualification necessary and the
failure  to  so  qualify  would  not  have  a material adverse effect on Target.
Seller  has  furnished  Buyer  with  complete  copies of Target's Certificate of
Incorporation  and  Bylaws, as currently in effect.  The minute books containing
the  records  of  meetings  of the stockholders, the board of directors, and any
committees of the board of directors, the stock certificate books, and the stock
record  books  of  the  Target  are  correct and complete.  The Target is not in
default  under  or  in  violation  of  any  provision  of  its  Certificate  of
Incorporation  and  Bylaws.

     6.2     No  Conflict.  Except  as  otherwise  provided on Schedule 6.2, the
             ------------                                      ------------
execution,  delivery  and  performance  of  this  Agreement  and  the  Related
Agreements,  and  the  consummation  of the transactions contemplated hereby and
thereby  will  not  result  in  (i)  any  violation of the terms of and will not
contravene  or  conflict  with  the  Certificate  of  Incorporation or Bylaws of
Target,  (ii)  violate  any  statute, regulation, rule, judgment, order, decree,
stipulation,  injunction,  charge,  or  other  restriction  of  any  government,
governmental agency or court to which Target is subject, or (iii) conflict with,
result  in  a  breach of, constitute a default under, result in the acceleration
of,  create  in any party the right to accelerate, terminate, modify, or cancel,
or  require  any  notice under any contract lease sublease, license, sublicense,
franchise,  permit,  indenture,  agreement  or  mortgage  for  borrowed  money,
instrument of indebtedness, security interest, or other arrangement to which the
Target  is  a  party  or  by  which it is bound or to which any of its assets is
subject.  Target  does  not need to provide any notice, to make any filing with,
or  obtain  any  authorization,  consent,  or  approval  of  any  government  or
governmental  agency  in  order  of  the  Buyer  and  Seller  to  consummate the
transactions  contemplated  by  this  Agreement.

     6.3     Capitalization.  As of the date of execution of this Agreement, the
             --------------
authorized  capital  stock  of  Target consists of 1,000 shares of common stock,
$1.00 par value, and no shares of preferred stock.  As of the date hereof, there
are  issued  and  outstanding  1,000  shares of Target's common stock.  No other
shares  of  capital  stock of Target are authorized, issued and outstanding.  On
the date hereof, Seller owns all of the issued and outstanding shares of capital
stock  of  Target  free  and  clear of any Lien and is the record and beneficial
owner of such shares.  All of the issued and outstanding shares of capital stock
of Target have been validly issued and are fully paid and non-assessable.  There
are  no  outstanding  securities, rights, options, warrants, calls, commitments,
plans,  conversion  rights,  contracts,  pledges  or  other  agreements  of  any
character  for the purchase, acquisition, disposition, issuance or transfer from
Target  or  Seller  of  any  shares of Target's capital stock, nor are there any
outstanding  securities granted or issued by Target that are convertible into or
exchangeable  for  any  shares  of  the  capital  stock  of Target, and none are
authorized.  Neither Target nor Seller is a party or subject to any agreement or
understanding, and there is no agreement or understanding between any Persons or
entities,  which  affects  or  relates  to  the acquisition, voting or giving of
written  consents  with  respect to any securities of Target or by a director of
Target.  All  presently  exercisable  voting  rights  in  Target  are  vested
exclusively  in  its


<PAGE>
outstanding  shares of common stock, each share of which is entitled to one vote
on  every  matter  to  come  before  Target's  sole  shareholder.

     6.4     Agreements.
             ----------

          (a)     Seller  has furnished or otherwise made available to Buyer all
of  Target's  written  agreements  for  the  installation,  service,  repair,
monitoring,  and/or  inspection of security, closed circuit television, and fire
systems by Seller (the "Security and Installation Agreements").

          (b)     Except  the Security and Installation Agreements, Schedule 6.4
                                                                    ------------
to  this  Agreement lists the following contracts, agreements, and other written
arrangements  to  which  the  Target  is  a  party:

          (i)     (1)  any  employment,  consulting,  director or advisory board
     member  agreement,  contract or commitment with any officer, advisory board
     member  or director or higher level employee or member of Target's Board of
     Directors,  other  than  those  that are terminable by Target or any of its
     subsidiaries  on no more than thirty (30) days' notice without liability or
     financial  obligation  to  Target,  (2)  any  such  agreement,  contract or
     commitment  with any employee, consultant, director, advisory board member,
     or  other  person  that will result in any obligation of Target to make any
     payments  as  a  result  of  the  transactions contemplated hereby, (3) any
     agreement with any employee, consultant, director, or advisory board member
     of  Target  pursuant to which Target has loaned or is obligated to loan any
     money  thereto  or (4) any agreement or arrangement providing for severance
     or  termination  pay;

          (ii)     any  agreement  of  indemnification of officers, directors or
     employees  of  Target,  except  as  provided for in Target's Certificate of
     Incorporation  or Bylaws, or any guaranty of third party indebtedness or of
     obligations  of  officers,  directors,  employees  or  agents  of  Target;

          (iii)     any  agreement,  contract  or  commitment  containing  any
     covenant  limiting in any respect the right of Target to engage in any line
     of  business  in  any  geographic  area  or  to  compete with any person or
     granting  to  any  person  any  interest  in  Target's distribution rights;

          (iv)     any  agreement,  contract  or  commitment  currently in force
     relating to the disposition or acquisition by Target after the date of this
     Agreement  of  a  material  amount  of assets not in the ordinary course of
     business or pursuant to which Target has any material ownership interest in
     any  corporation,  partnership, joint venture or other business enterprise;

          (v)     any  agreement,  contract or commitment containing exclusivity
     provisions  pursuant  to which Company has agreed not to purchase the goods
     or  services  of,  or  enter  into  a commercial relationship with, another
     person;

          (vi)     any  mortgages,  indentures,  guarantees,  loans  or  credit
     agreements, security agreements or other agreements or instruments relating
     to  the  borrowing  of  money  or  extension  of  credit;

          (vii)     any  settlement  agreement  relating  to  any claim or suit;

          (viii)     any  real  property  lease  covering more than 5,000 square
     feet;  or

          (ix)     any  other  agreement,  lease,  contract  or  commitment that
     involves  remaining  obligations of Target of $10,000 or more individually.


<PAGE>
Seller  has  delivered  to  Buyer  a correct and complete copy of each agreement
listed  on  Schedule  6.4  of  this Agreement.  Except as otherwise disclosed on
            -------------
Schedule  6.4 of this  Agreement,  there exists no material breach or default by
-------------
Target  or, to the knowledge of Seller, any of the other parties thereto, or any
event  which,  with notice or lapse of time or both, would constitute a material
breach  or  default  by  Target or, to the knowledge of Seller, any of the other
parties  thereto.  Seller has not received any notice that any material customer
of  Target  intends  to cease dealing with or to otherwise materially reduce its
business  with  Target.

          (c)     Since January 1, 2004, Target has not (i) declared or paid any
dividends,  or  authorized  or made any distribution upon or with respect to any
class  or  series of its capital stock; (ii) incurred any indebtedness for money
borrowed (other than with respect to indebtedness and other obligations incurred
in  intra-company  transactions,  in  the  ordinary  course  of  business  or as
otherwise disclosed by Seller to Buyer); (iii) made any loans or advances to any
Person,  other  than  ordinary  advances  for  travel  expenses;  or  (iv) sold,
exchanged  or  otherwise disposed of any of its assets or rights, other than the
sale  of  its services, inventory, equipment or similar property in the ordinary
course  of  business.

     6.5     Financial  Statements.  Seller  has  delivered to Buyer the balance
             ---------------------
sheets  and  related  statements of income of Target for year ended December 31,
2003.  Such  financial  statements  complied as to form in all material respects
with  applicable  accounting requirements as of their respective dates, and were
prepared  in  accordance  with  U.S.  generally  accepted  accounting principles
("GAAP")  applied  on  a  basis  consistent throughout the periods indicated and
consistent  with  one  another.  Such  financial  statements  fairly present the
financial condition and the results of operations of Target as at the respective
dates  of  and for the periods referred to in such financial statements (subject
to  normal,  recurring  year-end adjustments not material in amount).  There has
been  no  change  in  the  accounting  policies of Target since January 1, 2004,
except  as  required  by GAAP.  No financial statements of any Person other than
Target  are  required  by  GAAP  to  be  included  in such financial statements.

     6.6     Undisclosed  Liabilities.  Except  as  described in Schedule 6.6 to
             ------------------------                            ------------
this  Agreement,  Target  has  no liabilities or obligations of any nature other
than  liabilities  or  obligations  reflected or reserved against in the balance
sheets  of  Target  and  current  liabilities incurred in the ordinary course of
Target's business since the respective date of such balance sheet.

     6.7     Changes.  Since  January  1, 2004, Target has conducted business in
             -------
the  ordinary  course  consistent  with  past  practice, and further excepted as
contemplated  herein,  there  has  not  been:

          (a)     Any  change in the assets, liabilities, financial condition or
operations of Target from that reflected in its financial statements, other than
changes in the ordinary course of business, none of which individually or in the
aggregate  has  had  or  is  expected  to have a material adverse effect on such
assets, liabilities, financial condition or operations of Target.

          (b)     Other  than  pursuant  to  this  Agreement or the transactions
contemplated  hereby,  any  resignation  or  termination  of any key officers of
Target, and, to Target's or Seller's actual knowledge, any impending resignation
or termination of employment of any such officer.

          (c)     Any  material adverse change, except in the ordinary course of
business,  in  the  contingent  obligations  of  Target  by  way  of  guaranty,
endorsement, indemnity, warranty or otherwise or any development that has had or
may  lead  to  any  such  material  adverse  change.

          (d)     Any  damage,  destruction  or  loss, whether or not covered by
insurance,  materially  and  adversely  affecting  the  properties,  business or
financial  condition  of  Target.


<PAGE>
          (e)     Any  material  change  in  any  compensation  arrangement  or
agreement  with any employee, officer or director, except in the ordinary course
of  business  consistent  with  past  practice.

          (f)     Any  labor  organization  activity.

          (g)     Any  sale,  assignment or transfer of any patents, trademarks,
copyrights, trade secrets or other intangible assets.

     6.8     Title  to  Properties  and  Assets; Liens, etc. Target has good and
             -----------------------------------------------
marketable  title  to  its  properties  and  assets including the properties and
assets reflected in its financial statements and the assets transferred pursuant
to  the  Bill  of  Sale,  and  good title to its leasehold estates, in each case
subject to no Lien, other than (a) those resulting from taxes which have not yet
become  delinquent,  (b)  minor  Liens  and encumbrances which do not materially
detract  from the value of the property subject thereto or materially impair the
operations  of  Target, and (c) those that have otherwise arisen in the ordinary
course  of  business.

     6.9     Patents  and  Trademarks;  Ownership  of  Software  Rights.
             ----------------------------------------------------------

          (a)     Schedule  6.9  to  this  Agreement  sets  forth  all  patents,
                  -------------
trademarks,  service  marks, trade names, copyrights, trade secrets, information
and  other  proprietary  rights and processes owned by Target or to which Target
has the legal rights to use, necessary for its business as now conducted without
any  infringement  of  the  rights  of  others.

          (b)     There  are  no  outstanding options, licenses or agreements of
any  kind  relating  to  the foregoing, nor is Target bound by or a party to any
options,  licenses  or  agreements  of  any  kind  with  respect to the patents,
trademarks,  service  marks,  trade  names, copyrights, trade secrets, licenses,
information and proprietary rights and processes of any other Person other than:
(i)  such licenses or agreements arising from the purchase of "off the shelf" or
standard  products;  (ii)  license agreement(s) with Seller and (iii) agreements
with  customers.

          (c)     Neither  Target  nor  Seller  has  received any communications
alleging that Target has violated any of the patents, trademarks, service marks,
trade  names,  copyrights  or  trade  secrets or other proprietary rights of any
other  Person.

          (d)     Notwithstanding  anything  in  this Agreement to the contrary,
Buyer acknowledges that, from and after the date hereof, it shall have no rights
in  or to use the tradenames "RadioShack", "Tandy Security Systems" or any other
trademarks or service marks owned by Seller or its Affiliates.

     6.10     Litigation;  Claims.  Except as described in Schedule 6.10 to this
              -------------------                          -------------
Agreement,  there is no action, suit, proceeding or investigation pending or, to
the  actual  knowledge  of Target or Seller, currently threatened against Target
that  seeks to enjoin the execution and delivery of this Agreement or any of the
Related  Agreements  or  the  right  of  Target  or  Seller  to  consummate  the
transaction  contemplated  hereby  or  thereby,  or  which  might result, either
individually  or  in  the  aggregate,  in  any  material  adverse  change in the
financial  condition  of  Target.

     6.11     Compliance  with  Laws; Permits.  Target is not, and has not been,
              -------------------------------
in violation of any applicable statute, rule, regulation, order, judgment, writ,
decree or restriction in respect of the conduct of its business or the ownership
of  its  properties  which  violation  could materially and adversely affect the
current  business,  assets,  liabilities,  financial  condition or operations of
Target.  Other  than  those  of  a routine or minor nature, the absence of which
would  not  have  a  material  adverse  effect  on  Target,  Target


<PAGE>
has  all  franchises,  permits, licenses and any similar authority necessary for
the  conduct  of  its  business  as  now  being  conducted  by  it.

     6.12     Tax  Matters.
              ------------

          (a)     Target  has filed all necessary or appropriate federal, state,
local, and foreign tax returns and reports and all taxes, fees, assessments, and
governmental  charges  of  a material nature which are due and payable have been
paid,  except  those  being  contested  in  good  faith or for which an adequate
reserve  has  been  set  aside, and there is no material tax deficiency which as
been,  or  to  the current actual knowledge of Target, might be asserted against
Target  which  would  materially  affect  the  business or operations of Target.
Target  has  made  all required deposits for the taxes applicable to the current
tax  year.

          (b)     Seller  is  the  common  parent  of  an  affiliated  group  of
corporations (within the meaning of Section 1504(a) of the Internal Revenue Code
of  1986,  as amended (the "CODE")) eligible to file consolidated federal income
tax  returns,  of  which  Target  is  a member. With respect to the taxable year
ending  on  the Closing Date, the Seller will include Target in its consolidated
federal  income tax return as members of the affiliated group of which Seller is
the  common  parent.

     6.13     Environmental  Matters.  Target is in material compliance with all
              ----------------------
applicable  environmental  laws  and  has not received any written communication
from  any  Person  that alleges that it is not in compliance with any applicable
environmental  laws.  There  are  no  environmental  claims  pending  or, to the
current actual knowledge of Target or Seller, overtly threatened, against Target
or  any  real  property  that  is  now or has been previously leased or owned by
Target. Target does not currently own any real property.

     6.14     Inventories.     The inventories of the Target consist of supplies
              -----------
all  of which are merchantable and fit for the purpose for which it was procured
or manufactured, and none of which is damaged, or defective.

     6.15     Insurance.     Schedule  6.15  of  this  Agreement  sets  forth  a
              ---------      --------------
complete  and  accurate  list and description of all insurance policies in force
naming  Target or any of its employees as an insured or beneficiary or as a loss
payable  payee or for which Target has paid or is obligate to pay all or part of
the  premiums.  Target  has  not  received  notice  of any pending or threatened
termination  or retroactive premium increase with respect thereto, and Target is
in  compliance  in  all material respects with all conditions contained therein.
There  are  no  pending  material  claims against such insurance by Target as to
which  insurers  have  denied  liability, no defenses provided by insurers under
reservation  of  rights, and no material claim under such insurance that has not
been  properly  filed  by  Target.

     6.16     Labor  Matters.     There  are no controversies pending or, to the
              --------------
knowledge of Target or Seller, threatened, between Target and its employees.  As
of  the  date  of  this  Agreement,  Target  is  not  a  party to any collective
bargaining  agreement  or  other  labor  union  contract  applicable  to persons
employed  by  Target,  nor  does  Target  or  Seller  know  of any activities or
proceedings  of  any labor union to organize any such employees.  As of the date
of  this  Agreement, neither Seller nor Target has any knowledge of any strikes,
slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to
any  employees  of  Target.

     6.17     Employee  Benefit  Plans.
              ------------------------

          (a)     Target  does  not  contribute to, any pension, profit-sharing,
option,  other  incentive  plan,  or  other Employee Benefit Plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974), or has any
obligation  to  or  customary  arrangement  with  employees  for  bonuses,


<PAGE>
incentive  compensation, vacations, severance pay, insurance, or other benefits,
other than any rights of employees that may exist under the Consolidated Omnibus
Budget  Reconciliation  Act  of  1986,  as  amended  ("COBRA").

          (b)     Target  is  in  compliance  in  all material respects with all
applicable  material  foreign,  federal,  state  and  local  laws,  rules  and
regulations respecting employment, employment practices, terms and conditions of
employment  and  wages  and  hours.

          (c)     Other than any rights of employees that may exist under COBRA,
neither the execution and delivery of this Agreement nor the consummation of the
transactions  contemplated  hereby  will  (i)  result  in any payment (including
severance,  unemployment  compensation,  golden  parachute,  bonus or otherwise)
becoming  due  to  any  director  or  Target  employee  under  any  agreement or
otherwise,  (ii) increase any benefits otherwise payable under any agreement, or
(iii)  result  in the acceleration of the time of payment or vesting of any such
benefits.


                                    ARTICLE 7

          INDEMNIFICATION; LIMITED SURVIVAL AND LIMITATION OF REMEDIES
          ------------------------------------------------------------

     7.1     Seller  Indemnification.  Seller  agrees  to  defend, indemnify and
             -----------------------
hold  harmless  Buyer  against,  and to reimburse Buyer for, all claims, losses,
damages  and liabilities, including legal and other expenses reasonably incurred
in investigating or defending against the same (collectively, "LOSSES"), arising
out of any breach of any representation and warranty or agreement made by Seller
herein.  Further,  Seller  agrees  to  defend, indemnify and hold harmless Buyer
against, and to reimburse Buyer for, all Losses arising out of any negligence of
Target,  Seller  or  Seller's Affiliates, their respective employees, agents, or
subcontractors  which  occurred prior to the Closing Date, in the performance of
the  services  provided for in the Installation and Services Agreements, and any
such Losses relating to such negligence shall not apply to any indemnity payment
under  Section  7.5(c)  and  shall  not be applied toward the $75,000 limitation
contained  in  Section  7.5(c).

     7.2     Buyer  Indemnification.  Buyer agrees to defend, indemnify and hold
             ----------------------
harmless Seller against, and to reimburse Seller for, all Losses, arising out of
any breach of any representation and warranty or agreement made by Buyer herein.

     7.3     Indemnification  Procedure.  In  case any proceeding (including any
             --------------------------
governmental  investigation) shall be instituted involving any Person in respect
of  which  indemnity  may be sought pursuant to this Article 7, such Person (the
"INDEMNIFIED  PARTY")  shall  promptly  notify  the  Person  against  whom  such
indemnity  may be sought (the "INDEMNIFYING PARTY") in writing. In case any such
proceeding  shall  be  brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be  entitled  to  participate  therein  and,  to  the extent that it shall wish,
jointly  with  any  other  indemnifying  party similarly notified, to assume the
defense  thereof,  with counsel satisfactory to such indemnified party and shall
pay  as  incurred  the  fees  and  disbursements of such counsel related to such
proceeding.  In  any such proceeding, any indemnified party shall have the right
to  retain  its  own counsel at its own expense.  Notwithstanding the foregoing,
the  indemnifying  party  shall  pay  as  incurred  the fees and expenses of the
counsel  retained  by  the  indemnified  party in the event (a) the indemnifying
party  and  the indemnified party shall have mutually agreed to the retention of
such  counsel  or  (b)  the  named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and  representation  of  both parties by the same counsel would be inappropriate
due  to  actual or potential differing interests between them.  The indemnifying
party  shall not be liable for any settlement of any proceeding effected without
its  written  consent  but  if  settled with such consent or if there be a final
judgment  for  the  plaintiff,  the


<PAGE>
indemnifying  party  agrees  to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.

     7.4     Third  Party  Claims. In the event indemnification arises hereunder
             --------------------
as  a  result  of  a  third  party  claim  against  the  indemnified  party,  no
indemnification  shall be required pursuant to this Article 7 until such time as
the  indemnifying  party shall have been finally adjudicated or otherwise bound,
including  on  account  of  a  settlement  to  which it is a party, to be liable
hereunder  to  such  third  party.

     7.5     Limited  Survival  of  Representations  and  Warranties and Certain
             -------------------------------------------------------------------
Covenants; Limitation of Liability; Limitation of Remedies.
----------------------------------------------------------

          (a)     Except as otherwise specifically provided in Section 8.2(a) or
Section  9.14,  notwithstanding  any  term or provision of this Agreement to the
contrary,  and  notwithstanding  any  applicable  statute  of  limitations,  the
enforceability  of  any claim (other than any claim regarding the purchase price
payment  owing  from  Buyer  to Seller for the transfer of the Target Stock from
Seller  to  Buyer)  relating  to  the  alleged  breach  of  the  covenants,
representations  and  warranties  made  as  of  the  Closing  Date  and  the
enforceability  of any claim relating to their alleged breach shall terminate on
the  first  (1st ) anniversary of the date hereof. No action can be brought with
respect  to  any  breach  of any covenants, representations or warranties on the
part  of  Buyer  or  the  Seller  under  this  Agreement unless a written notice
specifying  the  breach  of the representation, warranty or covenant forming the
basis  of  such  claim  has been delivered to the party alleged to have breached
such  representation,  warranty or covenant prior to the termination date of the
enforceability  of  any  claim  relating  to  the  alleged  breach  of  such
representation,  warranty  or covenant and any claim relating to their breach as
described  above.

          (b)     Except  with respect to a breach of the covenants contained in
Section  9.14,  Buyer  shall  not  be  liable  for Losses or other amounts under
Article  7 unless and until the aggregate amount of Losses and other amounts for
which Buyer would, but for the provision of this Section 7.5(b), be liable under
Article  7  exceeds on a cumulative basis $5,000, in which case Buyer shall only
be  liable  for Losses that exceed $5,000, and then for the amount of the Losses
or  other  amounts  up  to  a  maximum  of  $75,000.

          (c)     Except  with respect to a breach of the covenants contained in
Section  9.14,  Seller  shall  not  be  liable for Losses or other amounts under
Article  7 unless and until the aggregate amount of Losses and other amounts for
which  Seller  would,  but  for  the provision of this Section 7.5(c), be liable
under Article 7 exceeds on a cumulative basis $5,000, in which case Seller shall
only  be  liable (i) for Losses that exceed $5,000, and then for the full amount
of  the  Losses  or  other  amounts  up  to  a  maximum  of  $75,000.

          (d)     Each  of  Buyer  and Seller hereby agrees that subsections (a)
and (b) above shall not apply in any manner to limit or reduce the obligation of
Buyer  to  make  any  purchase  price  payment  to  Seller.

          (e)     Except  with  respect  to  claims  based  upon fraud, the sole
remedies  for  damages  for  breach  of any representation, warranty or covenant
contained in this Agreement shall be indemnification pursuant to this Article 7,
Section  8.2(a)  and  Section  9.14.

     7.6     Limitations  on  Claims.  Notwithstanding  anything  contained
             ------------------------
elsewhere  in  Article 7, to the extent Buyer or Target suffers Losses for which
there are any insurance proceeds available (in the reasonable judgment of Buyer)
to  Buyer  or  Target, and Buyer has the right to indemnification hereunder as a
result  of such Losses, then Buyer may seek indemnification from Seller for such
Losses  only  to the extent such damages exceed the insurance proceeds available
in  connection  with  such  Losses.


<PAGE>
                                    ARTICLE 8

                                   TAX MATTERS
                                   -----------

     8.1.     Section  338(h)(10)  Election.
              -----------------------------

          (a)     With  respect  to the sale of the Target Stock, the Seller and
the Buyer shall jointly make a Section 338(h)(10) Election (as defined below) in
accordance  with  applicable  laws  and under any comparable provision of state,
local  or  foreign  law  for which a separate election is permissible and as set
forth  herein.  The Buyer and the Seller shall cooperate in good faith with each
other  in  the  preparation  and timely filing of any Tax Returns required to be
filed  in connection with the making of such an election, including the exchange
of information and the joint preparation and filing of IRS Form 8023 and related
schedules.  The  Buyer  and the Seller shall report the sale of the Target Stock
consistent  with  such  elections  and  shall  take no position contrary thereto
unless  required  to  do so by applicable tax law pursuant to a determination as
defined  in  Section  1313(a)  of  the  Code.

          (b)     The Seller shall be responsible for the preparation and filing
of  all  Section  338 Forms (as defined below) in accordance with applicable tax
laws and the terms of this Agreement and shall deliver such Section 338 Forms to
the  Buyer  within  30  business  days  following  the  Seller's  receipt of the
Valuation  (as  defined below), if any.  The Buyer shall provide the Seller with
any  information  within  the possession of the Buyer that is needed to complete
the  Section  338  Forms.

          (c)     Seller shall provide Buyer with a draft in substantially final
form  of  the  portion  of  Seller's consolidated federal income tax return that
relates to Target for the taxable period that includes the Closing Date no later
than  the  later  of  (i) sixty (60) calendar days after Seller's receipt of the
Valuation  (as  defined  below)  or  (ii) sixty (60) calendar days after Buyer's
receipt  of  the  final  balance  sheet  for  Target  for the month ending on or
immediately  prior  to  the  Closing  Date.  The  Purchase Price, liabilities of
Target  and  other  relevant items shall be allocated in accordance with Section
338(b)(5) of the Code and the Treasury Regulations thereunder.  The Buyer shall,
at  its  option,  determine  the  fair market value of the assets of Target (the
"VALUATION").  The  Buyer  shall  be  under  no obligation to have the Valuation
prepared  by  an  independent  appraiser.  The Valuation will be provided to the
Seller  within  120 days after the Closing Date.  The Seller shall have ten (10)
business  days after receipt of the Valuation to object to any fair market value
set  forth  therein.  Thereafter,  the  parties shall negotiate in good faith to
agree on a final valuation.  All values contained in the Valuation shall be used
by each party in preparing the forms referred to in Section 8.1(b) above and all
other  relevant  Tax  Returns.

          (d)     Notwithstanding  any  other provision of this Agreement to the
contrary,  Seller agrees that any income and gain or loss recognized as a result
of,  and  in accordance with, the making of the Section 338(h)(10) Election will
be  included  in  the  consolidated  federal  income  tax  return  of  Seller's
consolidated  group  and  any resulting tax liability will be paid by Seller, as
the  common  parent  of  Seller's  consolidated  group.

          (e)     "SECTION  338 FORMS" means all returns, documents, statements,
and  other forms that are required to be submitted to any federal, state, county
or other local tax authority in connection with an election under Section 338(g)
and  Section  338(h)(10)  of the Code.  Section 338 Forms shall include, without
limitation,  any "statement of Section 338 election" and IRS Form 8023 (together
with  any schedules or attachments thereto) that are required pursuant to Treas.
Regs.  Section  1.338-1  or Treas. Regs. Section 1.338(h)(10)-1 or any successor
provisions.

          (f)     "SECTION  338(H)(10)  ELECTION" means an election described in
Section 338(h)(10) of the Code with respect to the Buyer's acquisition of Target
pursuant  to  this  Agreement.  Section  338(h)(10)  Election  shall include any
corresponding  election  under  state  or  local  law  pursuant  to


<PAGE>
which  a  separate  election  is  permissible with respect to the sale of Target
Stock  pursuant  to  this  Agreement.

     8.2.     Tax  Indemnity,  Tax  Refunds  and  Tax  Return  Filings.
              --------------------------------------------------------

          (a)     Tax  Indemnity.  Seller  shall indemnify the Buyer and Target,
                  --------------
and  hold Buyer and Target harmless from, any Losses attributable to Pre-Closing
Taxes.  For  purposes  of this Agreement, "PRE-CLOSING TAXES" shall mean, except
to the extent accrued as of the final balance sheet, (i) all liability for Taxes
of Target for Pre-Closing Tax Periods; (ii) all liability resulting by reason of
the several liability of Target pursuant to Treas. Regs. Section 1.1502-6 or any
analogous  state,  local  or  foreign  law  or regulation or by reason of Target
having  been a member of any consolidated, combined or unitary group on or prior
to the Closing Date; (iii) all liability for Taxes resulting by reason of Target
ceasing  to  be  a member of the affiliated group that includes Seller; and (iv)
all  liability  for  Taxes attributable to any failure to comply with any of the
covenants or agreements of Seller or Target under this Agreement.  The indemnity
limitations contained in Section 7.5(c) shall not apply to any indemnity payment
under  this  Article  8,  and  any amounts due under this Article 8 shall not be
applied  toward  the  $75,000  limitation  contained  in  Section  7.5(c).
Notwithstanding  any  term  or  provision of this Agreement to the contrary, the
enforceability  of  any  claim  for  indemnification  under  this Article 8 with
respect  to  any  Pre-Closing  Tax  shall  terminate  ninety (90) days after the
expiration  of  the  applicable statute of limitations for such Pre-Closing Tax.
For  purposes of this Agreement, "PRE-CLOSING TAX PERIOD" shall mean any taxable
period  ending  on  or  before  the  Closing  Date and the portion ending on and
including  the  Closing  Date  of  any  Straddle  Period  (as  defined  below).

          (b)     Tax  Refunds.  If Buyer and/or Target receives a refund of, or
                  ------------
a  reduction  in,  Pre-Closing Taxes that results from a Change in a Pre-Closing
Tax  Period Tax Return, Buyer shall pay, or shall cause Target to pay, to Seller
the amount of such refund or reduction in tax liability (together with interest,
if any, received) within ten (10) days following the date the refund is received
or  the  benefit  of such reduction is realized.  "CHANGE" shall mean any audit,
amendment,  determination  or  other  change  in  a Tax Return which changes the
amount  of  Taxes  paid or payable by Target from the amount shown thereon to be
due,  or which changes the amount of taxable income or loss or the amount of tax
credits  (including,  for  example, increasing a net operating loss) included in
such  Tax  Return.

          (c)     Procedures  Relating to Tax Claims.  If a claim is made by any
                  ----------------------------------
tax  authority which, if successful, is likely to result in an indemnity payment
to  Buyer  or  any  of  its affiliates pursuant to this Section 8.2, Buyer shall
notify  Seller  of  such  claim (a "TAX CLAIM"), stating the nature and basis of
such  claim  and  the amount thereof, to the extent known.  Failure to give such
notice  shall not relieve Seller from any liability which it may have on account
of  this  indemnification  or  otherwise,  except  to  the extent that Seller is
materially  prejudiced thereby.  Seller will have the right, at its option, upon
timely notice to Buyer, to assume control of any defense of any Tax Claim (other
than  a Tax Claim relating solely to Taxes of Target for a Straddle Period) with
its  own  counsel.  Seller's  right  to  control  a Tax Claim will be limited to
amounts  in  dispute  which would be paid by Seller or for which Seller would be
liable  pursuant to this Article 8.  Costs of such Tax Claims are to be borne by
Seller  unless the Tax Claim relates to taxable periods ending after the Closing
Date,  in  which  event such costs will be fairly apportioned.  Buyer and Target
shall cooperate with Seller in contesting any Tax Claim, which cooperation shall
include  the  retention and, upon Seller's request, the provision of records and
information which are reasonably relevant to such Tax Claim and making employees
available  on  a  mutually convenient basis to provide additional information or
explanation  of any material provided hereunder.  Notwithstanding the foregoing,
Seller shall neither consent nor agree (nor cause Target to consent or agree) to
the settlement of any Tax Claim with respect to any liability for Taxes that may
affect the liability for any Taxes of Target or any affiliated group (as defined
in  Section  1504(a)  of  the  Code) of which Target is a member for any taxable
period  ending  subsequent to the Closing Date without the prior written consent
of  Buyer.  Buyer  and  Seller  shall  jointly  control all proceedings taken in
connection  with


<PAGE>
any  claims  for  Taxes relating solely to a Straddle Period of Target.   In the
event  a  taxing  authority requests Target or Buyer to agree to an extension of
the  statute  of  limitations  with respect to any Pre-Closing Tax Period, Buyer
shall  notify  Seller  within  three (3) business days of such request.  Whether
such  a  request  is  made  or  not,  neither  Target nor Buyer will agree to an
extension  of  the  statute  of  limitations with respect to any Pre-Closing Tax
Period  without  prior  written  consent  of  Seller.

          (d)     Filing  of  Tax Return.  (i) Seller shall prepare and file all
                  ----------------------
Tax  Returns with the appropriate federal, state, local and foreign governmental
agencies  relating  to Target for periods ending on or prior to the Closing Date
and  shall  pay  all  Taxes  due  with respect to such Tax Returns.  Buyer shall
furnish to Seller all information and records reasonably requested by Seller for
use  in the preparation of any Tax Returns for periods ending on or prior to the
Closing  Date.  Buyer shall prepare and file, or cause to be prepared and filed,
all  Straddle  Tax Returns required to be filed by Target and shall cause Target
to  pay  the Taxes shown to be due thereon, provided, however, that Seller shall
promptly  reimburse  Buyer  for  the  portion  of  such  Tax  that  relates to a
Pre-Closing Tax Period, except to the extent accrued on the final balance sheet.
Seller will furnish to Buyer all information and records reasonably requested by
Buyer  for  use  in  preparation of any Straddle Tax Returns.  Buyer shall allow
Seller  to  review,  comment upon and reasonably approve without undue delay any
Straddle  Tax  Return  at  any  time  during  the  forty-five  (45)  day  period
immediately  preceding the filing of such Tax Return.  Buyer and Seller agree to
cause  Target  to file all Tax Returns for any Straddle Period on the basis that
the  relevant  taxable  period  ended as of the close of business on the Closing
Date,  unless  the  relevant tax authority will not accept a Tax Return filed on
that  basis.  For  purposes  of this Agreement, "STRADDLE TAX RETURN" shall mean
any  Tax  Return  covering a taxable period commencing prior to the Closing Date
and  ending  after  the  Closing  Date.

               (ii)     In  the  case of any Straddle Period, (a) real, personal
and  intangible  property Taxes ("PROPERTY TAXES") of Target for the Pre-Closing
Tax  Period  shall  be equal to the amount of such Property Taxes for the entire
Straddle  Period  multiplied by a fraction, the numerator of which is the number
of  days  during  the Straddle Period that are in the Pre-Closing Tax Period and
the  denominator  of which is the number of days in the Straddle Period; and (b)
the  Taxes of Target (other than Property Taxes) for the portion of the Straddle
Period  that  constitutes  a Pre-Closing Tax Period shall be computed as if such
taxable  period  ended  as  of  the  close of business on the Closing Date.  For
purposes of this Agreement, "STRADDLE PERIOD" shall mean any taxable period that
includes  (but  does  not  end  on)  the  Closing  Date.

               (iii)     Seller  will cause any tax sharing agreement or similar
arrangement with respect to Taxes involving Target to be terminated effective as
of  the  Closing Date to the extent any such agreement or arrangement relates to
Target,  and  after  the Closing Date Target shall not have any obligation under
any  such  agreement  or  arrangement  for  any  past, present or future period.

     8.3.     Retention of Books, Records, Tax Software and Reference Materials.
              -----------------------------------------------------------------
Seller shall retain all existing files relating to Taxes and all Tax Returns for
Tax Periods which end on or before the Closing Date or which include the Closing
Date.  Buyer shall be entitled to a copy of all existing files relating to Taxes
and  all  Tax  Returns  that  are  retained  by  Seller  and which relate to the
operations  of Target or are necessary to file its Tax Returns after the Closing
Date.  If  Buyer  takes  possession  of  any  files  from Seller, Buyer shall be
responsible  for  the  retention  of  such  files.  Computer  software,  library
materials,  casebooks,  reference  materials,  or similar items related to Taxes
and/or  the  preparation  of  Tax  Return  shall  remain the property of Seller;
however,  Buyer  may request that software and reference materials be duplicated
for  its  use  and  at  its expense (including payment of applicable royalty and
license  fees  to  third  parties).


<PAGE>
                                    ARTICLE 9

                                  MISCELLANEOUS
                                  -------------

     9.1     Waivers and Amendments.  This Agreement or any provision hereof may
             ----------------------
be  amended,  waived,  discharged  or  terminated only by a statement in writing
signed  by  the  party  against  which  enforcement  of  the  amendment, waiver,
discharge  or  termination  is  sought.

     9.2     Governing Law.  This Agreement shall be governed in all respects by
             -------------
the  laws  of  the  State  of  Delaware  without  regard  to  conflicts  of laws
principles.

     9.3     Entire Agreement.  This Agreement and the other documents delivered
             ----------------
pursuant  hereto  constitute  the  full  and  entire understanding and agreement
between  the  parties  with  regard  to the subjects hereof and thereof and they
supersede,  merge  and  render  void  every  other  prior  written  and/or  oral
understanding or agreement among or between the parties hereto.

     9.4     Notices,  etc.  All  notices  and  other communications required or
             -------------
permitted  hereunder  shall  be  in  writing and shall be mailed by certified or
registered  mail,  postage  prepaid  with return receipt requested, telecopy, or
delivered  by  hand, messenger or overnight courier service, and shall be deemed
given  when received at the addresses of the parties set forth below, or at such
other address furnished in writing to the other parties hereto.

     If to Buyer:             eLinear, Inc.
                              2901 West Sam Houston Parkway North
                              Suite E-300
                              Houston, Texas 77041
                              Attention: President
                              Fax: (713) 896-0510

     With a copy to:          Brewer & Pritchard PC
                              3 Riverway, 18th Floor
                              Houston, Texas 77080
                              Attention: Thomas Pritchard
                              Fax: (713) 659-7311

     If to the Seller:        RadioShack Corporation
                              100 Throckmorton Street, Suite 1800
                              Fort Worth, Texas 76102
                              Attention: Vice President -
                              Loss Prevention and Security
                              Fax: (817) 415-8159

     With a copy to:          RadioShack Corporation
                              100 Throckmorton Street, Suite 1700
                              Fort Worth, Texas 76102
                              Attention: Vice President - Law
                              Fax: (817) 415-6593

     The  persons and addresses set forth above may be changed from time to time
by  a  notice  sent  as aforesaid.  If notice is given by delivery in accordance
with  the  provisions  of this Section, said notice shall be conclusively deemed
given  at  the  time of such delivery.  If notice is given by mail in accordance
with  the  provisions  of this Section, such notice shall be conclusively deemed
given  upon  the  second  business  day  following deposit thereof in the United
States  mail.  If  notice  is  given  by  telecopy  in


<PAGE>
accordance  with  the  provisions  of  this  Section,  such  notice  shall  be
conclusively  deemed  given  upon  receipt  by  the  sender  of  an  affirmative
transmission  confirmation.

     9.5     Severability.  In  case  any  provision  of this Agreement shall be
             ------------
found  by  a court of law to be invalid, illegal or unenforceable, the validity,
legality  and enforceability of the remaining provisions of this Agreement shall
not  in  any  way  be  affected  or  impaired  thereby.

     9.6     Expenses.  Seller  and Buyer shall each bear their own expenses and
             --------
legal fees in connection with the consummation of this transaction.

     9.7     Titles  and  Subtitles.  The titles of the sections and subsections
             ----------------------
of  this  Agreement  are  for  convenience  of  reference only and are not to be
considered  in  construing  this  Agreement.

     9.8     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.

     9.9     Public  Announcements and Confidentiality.  Except as otherwise may
             -----------------------------------------
be  required  by  law,  each  party agrees that the terms and conditions of this
Agreement  shall  be  treated  as  confidential,  and  that  there  will  be  no
disclosure,  public  announcement,  or  similar  publicity  with  respect to the
existence  or  terms  of this Agreement or the transactions contemplated thereby
without the prior consent of both parties. In accordance with the foregoing, the
parties acknowledge that Seller and Buyer may disclose this Agreement and any of
its  terms in connection with their respective obligations under the 1933 Act or
the 1934 Act, and the rules and regulations promulgated thereunder.

     9.10     Assignment.  This  Agreement shall be binding upon and shall inure
              ----------
to  the  benefit  of  the  parties  hereto  and  their respective successors and
assigns,  but  neither  this  Agreement  nor  any  of  the  rights, interests or
obligations  hereunder  shall  be assigned by any party hereto without the prior
written  consent of the other party. Any such attempted assignment shall be null
and  void ab initio.  Nothing in this Agreement, express or implied, is intended
to  confer  to  any  party,  other  than  the  parties hereto and the respective
permitted  assigns, any rights, remedies, obligations or liabilities under or by
reason  of this Agreement and no person who is not a party to this Agreement may
rely  on  the  terms  hereof.

     9.11     Further  Assurances.  Each  party  hereto  will, from time to time
              -------------------
after  the  Closing  Date,  execute and deliver, and use commercially reasonable
efforts  to  cause  other  persons  to  execute  and  deliver,  any such further
documents and instruments, and will do or use commercially reasonable efforts to
cause to be done such other acts, as the other party may reasonably request more
completely  to  consummate  and  make effective the transactions contemplated by
this  Agreement.

     9.12     No Other Representation.  Notwithstanding anything to the contrary
              -----------------------
contained  in  this Agreement, the parties acknowledge and agree that except for
the  representations  and warranties made by Buyer in Article 4 and by Seller in
Article  5  and  Article  6  hereof,  that  the  parties have not made any other
representations  or  warranties  of  any  kind,  including any representation or
warranty  with  respect  to  any  level  of  business, projections, forecasts or
forward  looking  statements relating to Buyer or Seller, as the case may be, or
any  other  information  that  may  have  been  provided  to  Buyer or Seller in
connection  with  the  transactions  contemplated  hereby  and neither party has
relied  upon  any  projections,  forecasts  or other information provided by the
other  party.

     9.13     Removal of Seller from Contract Guarantees.  The parties shall use
              ------------------------------------------
reasonable  commercial  efforts to seek the removal of Seller after Closing from
the  contractual  guarantees  by  Seller  of  any obligation of Target listed on
Schedule  9.13  of  this  Agreement.
--------------


<PAGE>
     9.14     WARN  Act.  Seller shall be responsible for any liability pursuant
              ---------
to  the  Worker  Adjustment  and  Retraining Notification Act of 1988 (the "WARN
Act")  for  any  actions  of  Seller or Target prior to Closing.  Buyer shall be
responsible  for any liability pursuant to the WARN Act for any actions of Buyer
or  Target  after  the Closing.  The obligations of  Seller and Buyer under this
Section 9.14 shall be without limitation as to time or amount and is in addition
to and not subject to the limitations of Sections 7.5(a) and 7.5(b).

     9.15     Covenant  Not  to  Compete.   For a period of three (3) years from
              ---------------------------
and after the Closing Date, the Seller will not engage directly or indirectly in
the  installation,  repair  and  servicing of commercial security alarm systems;
provided,  however,  that  nothing  herein  shall  prohibit the sale of security
merchandise by Seller pursuant to its business operations.

     9.16     Projects  in  Process.  Notwithstanding  anything  herein  to  the
              ---------------------
contrary,  the  parties  acknowledge  and  agree that the projects of Target and
Tandy  Security  Services set forth on Schedule 9.16 shall be retained by Seller
                                       -------------
(including  all  revenue  and expenses associated with such projects), and Buyer
shall  provide  the  labor to finish such projects, and receive payment for such
labor, in accordance with the terms of the Service Agreement.

                                    * * * * *

EXECUTED as of the date first above written.


                                   ELINEAR, INC.


                                   By:_______________________________________
                                   Name: Michael Lewis
                                   Title: President



                                   RADIOSHACK CORPORATION


                                   By:_______________________________________
                                   Name: Mark C. Hill
                                   Title: Senior Vice President -  Chief
                                          Administrative Officer, General
                                          Counsel and Secretary


<PAGE>