PLEDGE
      AGREEMENT

    


    This
      PLEDGE
      AGREEMENT dated
      as
      of October 3, 2008 (the “Pledge
      Agreement”)
      is
      executed by
      ISI SECURITY GROUP, INC.,
      a
      Delaware corporation,
      DETENTION CONTRACTING GROUP, LTD.,
      a Texas
      limited partnership,
      ISI DETENTION CONTRACTING GROUP, INC.,
      a Texas
      corporation,
      ISI DETENTION CONTRACTING GROUP, INC.,
      a
      California corporation,
      ISI DETENTION CONTRACTING GROUP, INC.,
      a New
      Mexico corporation,
      ISI DETENTION SYSTEMS, INC.,
      a Texas
      corporation,
      ISI SYSTEMS, LTD.,
      a Texas
      limited partnership,
      METROPLEX CONTROL SYSTEMS, INC.,
      a Texas
      corporation,
      ISI CONTROLS, LTD.
      , a
      Texas limited partnership,
      METROPLEX COMMERCIAL FIRE AND SECURITY ALARMS, INC.,
      a Texas
      corporation and
      MCFSA, LTD.,
      a Texas
      limited partnership COM-TEC
      SECURITY, LLC,
      a
      Wisconsin limited liability company, and COM-TEC
      CALIFORNIA LIMITED PARTNERSHIP,
      a
      Wisconsin limited partnership (collectively, the “Pledgor”),
      which
      have their chief executive located at 12903 Delivery Drive, San Antonio,
      Texas 78247, and THE
      PRIVATEBANK AND TRUST COMPANY,
      an
      Illinois banking corporation (the “Bank”),
      whose
      address is 70 W. Madison, 2nd Floor,
      Chicago, Illinois 60602 (the Borrower and the Guarantors are collectively
      referred to herein as the “Debtor”).

     

    R
      E C
      I T A L S:

    


    A. ISI
      Security Group, Inc., a Delaware corporation (“Borrower”)
      and
      Bank have entered into that certain Loan and Security Agreement of even date
      herewith (as amended, supplemented or modified from time to time, the
“Loan
      Agreement”),
      and
      of even date herewith, that certain (i) Facility Loan A Note in the principal
      amount of ten million dollars ($10,000,000.00), (ii) Facility B Note in the
      principal amount of five million dollars ($5,000,000.00) and (iii) Facility
      C Note in the principal amount of ten million dollars ($10,000,000.00) (together
      with any and all notes issued in extension, renewal or modification thereof
      or
      substitution or replacement therefor, collectively the “Notes”).

     

    B. As
      a
      condition to the Bank’s entering into the Loan Agreement and acceptance of the
      Notes and making the Loans evidenced by the Notes, the Bank requires that the
      Pledgor enter into this Pledge Agreement for the benefit of the Bank and the
      affiliates of the Bank (collectively, the “Affiliates”)
      in
      order to secure the obligations and performance of the Pledgor hereunder and
      of
      the Borrower under the Loan Agreement and the Notes.

     

    NOW
      THEREFORE, for and in consideration of the foregoing premises, which are hereby
      incorporated herein as true, and the mutual promises and agreements contained
      herein, the Pledgor and the Bank hereby agree as follows:

     

    Section
      1. DEFINITIONS.

     

    Unless
      otherwise defined herein, capitalized terms used herein shall have the meanings
      ascribed to such terms in the Loan Agreement. The term “UCC”
means
      the Uniform Commercial Code as in effect in the State of Illinois. The terms
      “Adverse
      Claim,”
      “Control,”
      “Entitlement
      Order,”
      “Financial
      Asset,”
      “Securities
      Account,”
      “Securities
      Entitlement,”
      “Securities
      Intermediary”
and
      “Security”
have
      the meanings given them in Article 8 of the UCC.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2. PLEDGE
      AND GRANT OF SECURITY INTEREST.

     

    To
      secure
      the prompt payment and performance in full when due of the Secured Obligations
      (as defined in Section 3
      hereof),
      each Pledgor hereby pledges and assigns and grants to the Bank, a continuing
      security interest in any and all right, title and interest of such Pledgor
      in
      and to the following, whether now owned or existing or owned, acquired, or
      arising hereafter (collectively, the “Pledged
      Collateral”):

     

    (a) Pledged
      Collateral.
      100%
      (or, if less than 100% is owned by such Pledgor, the full amount owned by such
      Pledgor) of the issued and outstanding shares, partnership interests, membership
      interests, securities, and all other equity interests of each Subsidiary of
      each
      Pledgor, including, without limitation, those set forth on Exhibit A
      attached
      hereto;

     

    (b) Additional
      Interests.
      100%
      (or, if less than 100% is owned by such Pledgor, the full amount owned by such
      Pledgor) of each class of the issued and outstanding shares, partnership
      interests, membership interests, securities and other equity interests of any
      other Person which hereafter becomes a Subsidiary of any Pledgor;

     

    (c) Distributions.
      All
      shares, securities, membership interests or other equity interests representing
      a dividend on any of the Pledged Collateral, or representing a distribution
      or
      return of capital upon or in respect of the Pledged Collateral, or resulting
      from a stock split, revision, reclassification or other exchange therefor,
      and
      any subscriptions, warrants, rights or options issued to the holder of, or
      otherwise in respect of, the Pledged Collateral; and in the event of any
      consolidation or merger involving the issuer of any Pledged Collateral and
      in
      which such issuer is not the surviving entity, all shares of each class of
      the
      capital stock of the successor entity formed by or resulting from such
      consolidation or merger; and

     

    (d) Proceeds.
      All
      Proceeds and Products of the foregoing, however and whenever acquired and in
      whatever form.

     

    Without
      limiting the generality of the foregoing, it is hereby specifically understood
      and agreed that a Pledgor may from time to time hereafter pledge and deliver
      additional shares of stock or other interests to the Bank as collateral security
      for the Secured Obligations. Upon such pledge and delivery to the Bank, such
      additional shares of stock or other interests shall be deemed to be part of
      the
      Pledged Collateral of such Pledgor and shall be subject to the terms of this
      Pledge Agreement whether or not Exhibit A
      is
      amended to refer to such additional shares.

     

    Section
      3. SECURITY
      FOR SECURED OBLIGATIONS.

     

    The
      security interest created hereby in the Pledged Collateral of each Pledgor
      constitutes continuing collateral security for all of the following, whether
      now
      existing or hereafter incurred (the “Secured
      Obligation”):
      (a) all of the Obligations, howsoever evidenced, created, incurred or
      acquired, whether primary, secondary, direct, contingent, or joint and several;
      (b) the obligations of the Pledgor contained in this Pledge Agreement; and
      (c) all expenses and charges, legal and otherwise, reasonably incurred by
      the Bank in collecting or enforcing any Obligations or Secured Obligations
      or in
      realizing on or protecting any security therefor, including without limitation
      the security granted hereunder.


    
      
        
        

      

      
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    Section
      4. DELIVERY
      OF THE PLEDGED COLLATERAL; PERFECTION OF SECURITY INTEREST.

     

    Each
      Pledgor hereby agrees that:

     

    (a) Delivery
      of Certificates.
      Each
      Pledgor shall deliver to the Bank (i) simultaneously with or prior to the
      execution and delivery of this Pledge Agreement, all certificates representing
      the Pledged Collateral of such Pledgor and (ii) promptly upon the receipt
      thereof by or on behalf of a Pledgor, all other certificates and instruments
      constituting Pledged Collateral of a Pledgor. Prior to delivery to the Bank,
      all
      such certificates and instruments constituting Pledged Collateral of a Pledgor
      shall be held in trust by such Pledgor for the benefit of the Bank pursuant
      hereto. All such certificates shall be delivered in suitable form for transfer
      by delivery or shall be accompanied by duly executed instruments of transfer
      or
      assignment in blank, substantially in the form provided in Exhibit B
      attached
      hereto.

     

    (b) Additional
      Securities.
      If such
      Pledgor shall receive by virtue of its being or having been the owner of any
      Pledged Collateral, any (i) certificate, including without limitation, any
      certificate representing a dividend or distribution in connection with any
      increase or reduction of capital, reclassification, merger, consolidation,
      sale
      of assets, combination of shares or membership or equity interests, stock
      splits, spin-off or split-off, promissory notes or other instrument;
      (ii) option or right, whether as an addition to, substitution for, or an
      exchange for, any Pledged Collateral or otherwise; (iii) dividends payable
      in securities; or (iv) distributions of securities or other equity
      interests in connection with a partial or total liquidation, dissolution or
      reduction of capital, capital surplus or paid-in surplus, then such Pledgor
      shall receive such certificate, instrument, option, right or distribution in
      trust for the benefit of the Bank, shall segregate it from such Pledgor’s other
      property and shall deliver it forthwith to the Bank in the exact form received
      together with any necessary endorsement and/or appropriate stock power duly
      executed in blank, substantially in the form provided in Exhibit B,
      to be
      held by the Bank as Pledged Collateral and as further collateral security for
      the Secured Obligations.

     

    (c) Financing
      Statements.
      Each
      Pledgor authorizes the Bank to prepare and file such UCC or other applicable
      financing statements as may be reasonably deemed necessary or desirable by
      the
      Bank in order to perfect and protect the security interest created hereby in
      the
      Pledged Collateral of such Pledgor.

     

    (d) Provisions
      Relating to Securities Entitlements and Securities Accounts.
      With
      respect to any Pledged Collateral consisting of a Securities Entitlement or
      held
      in a Securities Account, (a) the applicable Pledgor and the applicable
      Securities Intermediary shall enter into an agreement with the Bank granting
      Control to the Bank over such Pledged Collateral, such agreement to be in form
      and substance reasonably satisfactory to the Bank and (b) the Bank shall be
      entitled, upon the occurrence and during the continuance of a Default or an
      Event of Default, to notify the applicable Securities Intermediary that it
      should follow the Entitlement Orders of the Bank and no longer follow the
      Entitlement Orders of the applicable Pledgor. Upon receipt by a Pledgor of
      notice from a Securities Intermediary of its intent to terminate the Securities
      Account of such Pledgor held by such Securities Intermediary, prior to the
      termination of such Securities Account the Pledged Collateral in such Securities
      Account shall be (i) transferred to a new Securities Account which is
      subject to a control agreement as provided above or (ii) transferred to an
      account held by the Bank (in which it will be held until a new Securities
      Account is established).


    
      
        
        

      

      
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    Section
      5. REPRESENTATIONS
      AND WARRANTIES.

     

    Each
      Pledgor hereby represents and warrants to the Bank, for the benefit of the
      Bank,
      that until all of the Secured Obligations have been satisfied in
      full:

     

    (a) Authorization
      of Pledged Collateral.
      The
      Pledged Collateral is duly authorized and validly issued, is fully paid and
      nonassessable and is not subject to the preemptive rights of any Person. All
      other shares of capital stock constituting Pledged Collateral will be duly
      authorized and validly issued, fully paid and nonassessable and not subject
      to
      the preemptive rights of any Person.

     

    (b) Title.
      Each
      Pledgor has good and indefeasible title to the Pledged Collateral of such
      Pledgor and will at all times be the legal and beneficial owner of such Pledged
      Collateral free and clear of any Lien, other than Permitted Liens. There exists
      no Adverse Claim with respect to the Pledged Collateral of such
      Pledgor.

     

    (c) Exercising
      of Rights.
      The
      exercise by the Bank of its rights and remedies hereunder will not violate
      any
      law or governmental regulation or any material contractual restriction binding
      on or affecting a Pledgor or any of its property, provided that the Bank obtains
      all necessary Governmental Approvals pursuant to Section 10(e)
      hereof.

     

    (d) Pledgor’s
      Authority.
      No
      authorization, approval or action by, and no notice or filing with any
      Governmental Authority, the issuer of any Pledged Collateral or third party
      is
      required either (i) for the pledge made by a Pledgor or for the granting of
      the security interest by a Pledgor pursuant to this Pledge Agreement or
      (ii) for the exercise by the Bank of its rights and remedies hereunder
      (except as may be required by laws affecting the offering and sale of
      securities).

     

    (e) Security
      Interest/Priority.
      This
      Pledge Agreement creates a valid security interest in favor of the Bank for
      the
      benefit of the Bank in the Pledged Collateral. The taking possession by the
      Bank
      of the certificates (if any) representing the Pledged Collateral and all other
      certificates and instruments constituting Pledged Collateral will perfect and
      establish the first priority (subject to Permitted Liens) of the Bank’s security
      interest in all certificated Pledged Collateral and such certificates and
      instruments. Each Pledgor is a “registered
      organization,”
as
      that term is defined in Article 9 of the UCC, and its name on its signature
      line hereto is its exact legal name as registered in the state of its
      organization. Upon the filing of UCC financing statements in the appropriate
      filing office in the location of each Pledgor’s State of organization, the Bank
      shall have a perfected first priority (subject to Permitted Liens) security
      interest in all uncertificated Pledged Collateral consisting of partnership
      or
      limited liability company interests that do not constitute a Security pursuant
      to Section 8-103(c) of the UCC. With respect to any Pledged Collateral
      consisting of a Securities Entitlement or held in a Securities Account, upon
      execution and delivery by the applicable Pledgor, the applicable Securities
      Intermediary and the Bank of an agreement granting Control to the Bank over
      such
      Pledged Collateral, the Bank shall have a perfected first priority (subject
      to
      Permitted Liens) security interest in such Pledged Collateral. Except as set
      forth in this Section, no action is necessary to perfect or otherwise protect
      such security interest.


    
      
        
        

      

      
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    (f) No
      Other Capital Securities.
      Except
      as set forth on Exhibit A
      attached
      hereto, as revised or updated from time to time after the date hereof by the
      Pledgor, no Pledgor owns any Capital Securities of any Person. Exhibit A,
      hereto,
      as revised or updated from time to time after the date hereof by the Pledgor,
      as
      it pertains to each Pledgor, includes all Foreign Subsidiaries directly owned
      by
      such Pledgor, and does not include any Person not directly owned by such
      Pledgor. The Pledgor shall send to the Bank such revised or updated Exhibit A’s
      from
      time to time as is necessary to reflect the current ownership of the Capital
      Securities of the Pledgor in Subsidiaries..

     

    (g) Partnership
      and Limited Liability Company Interests.
      Except
      as previously disclosed in writing to the Bank, none of the Pledged Collateral
      consisting of partnership or limited liability company interests (i) is
      dealt in or traded on a securities exchange or in a securities market,
      (ii) by its terms expressly provides that it is a security governed by
      Article 8 of the UCC, (iii) is an investment company security,
      (iv) is held in a securities account or (v) constitutes a Security or
      a Financial Asset.

     

    Section
      6. COVENANTS.

     

    Each
      Pledgor hereby covenants that until all of the Credit and Collateral Termination
      Events have occurred, such Pledgor shall:

     

    (a) Defense
      of Title.
      Use
      commercially reasonable efforts to warrant and defend title to and ownership
      of
      the Pledged Collateral of such Pledgor at its own expense against the claims
      and
      demands of all other parties claiming an interest therein, keep the Pledged
      Collateral free from all Liens, except for Permitted Liens, and not sell,
      exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral
      of
      such Pledgor or any interest therein, except as permitted under the Loan
      Agreement and the other Loan Documents.

     

    (b) Further
      Assurances.
      Promptly execute and deliver at its expense all further instruments and
      documents and take all further action that may be necessary or reasonably
      desirable or that the Bank may reasonably request in order to (i) perfect
      and protect the security interest created hereby in the Pledged Collateral
      of
      such Pledgor (including, without limitation, the authentication and filing
      of
      UCC financing statements and any and all action reasonably necessary to satisfy
      the Bank that the Bank has obtained a first priority perfected security interest
      in all Pledged Collateral); (ii) enable the Bank to exercise and enforce
      its rights and remedies hereunder in respect of the Pledged Collateral of such
      Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement,
      including, without limitation and if requested by the Bank, delivering to the
      Bank irrevocable proxies in respect of the Pledged Collateral of such
      Pledgor.


    
      
        
        

      

      
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    (c) Amendments.
      Not
      make or consent to any amendment or other modification or waiver with respect
      to
      any of the Pledged Collateral of such Pledgor or enter into any agreement or
      allow to exist any restriction with respect to any of the Pledged Collateral
      of
      such Pledgor other than pursuant hereto or as may be permitted under the Loan
      Agreement.

     

    (d) Compliance
      with Securities Laws.
      File
      all reports and other information now or hereafter required to be filed by
      such
      Pledgor with the United States Securities and Exchange Commission and any other
      state, federal or foreign agency in connection with the ownership of the Pledged
      Collateral of such Pledgor.

     

    (e) Issuance
      or Acquisition of Capital Securities.
      Not
      without executing and delivering, or causing to be executed and delivered,
      to
      the Bank such agreements, documents and instruments as the Bank may reasonably
      require, issue or acquire any capital stock consisting of an interest in a
      partnership or a limited liability company that (i) is dealt in or traded
      on a securities exchange or in a securities market, (ii) by its terms
      expressly provides that it is a security governed by Article 8 of the UCC,
      (iii) is an investment company security, (iv) is held in a Securities
      Account or (v) constitutes a Security or a Financial Asset.

     

    Section
      7. PERFORMANCE
      OF OBLIGATIONS; ADVANCES BY BANK.

     

    Upon
      the
      occurrence and during the continuance of an Event of Default, on failure of
      any
      Pledgor to perform any of the covenants and agreements contained herein, the
      Bank may, at its sole option and in its reasonable discretion, perform or cause
      to be performed the same and in so doing may expend such sums as the Bank may
      reasonably deem advisable in the performance thereof, including, without
      limitation, the payment of any insurance premiums, the payment of any taxes,
      a
      payment to obtain a release of a Lien or potential Lien, expenditures made
      in
      defending against any adverse claim and all other expenditures which the Bank
      may make for the protection of the security hereof or which may be compelled
      to
      make by operation of law. All such sums and amounts so expended shall be
      repayable by the Pledgor on a joint and several basis promptly upon timely
      notice thereof and demand therefor, shall constitute additional Secured
      Obligations and shall bear interest from the date said amounts are expended
      at
      the Default Rate. No such performance of any covenant or agreement by the Bank
      on behalf of any Pledgor, and no such advance or expenditure therefor, shall
      relieve the Pledgor of any default under the terms of this Pledge Agreement,
      the
      other Loan Documents or any Hedging Agreement between any Obligor and the Bank
      or affiliate of the Bank. The Bank may make any payment hereby authorized in
      accordance with any bill, statement or estimate procured from the appropriate
      public office or holder of the claim to be discharged without inquiry into
      the
      accuracy of such bill, statement or estimate or into the validity of any tax
      assessment, sale, forfeiture, tax lien, title or claim except to the extent
      such
      payment is being contested in good faith by a Pledgor in appropriate proceedings
      and against which adequate reserves are being maintained in accordance with
      GAAP.


    
      
        
        

      

      
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    Section
      8. EVENTS
      OF DEFAULT.

     

    The
      occurrence of an event which under the Loan Agreement would constitute an Event
      of Default shall be an event of default hereunder (an “Event
      of Default”).

     

    Section
      9. REMEDIES.

     

    (a) General
      Remedies.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      the
      Bank shall have, in respect of the Pledged Collateral of any Pledgor, in
      addition to the rights and remedies provided herein, in the Loan Documents,
      in
      any Hedging Agreement between any Obligor and the Bank or by law, the rights
      and
      remedies of a secured party under the UCC or any other applicable
      law.

     

    (b) Sale
      of Pledged Collateral.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      without limiting the generality of this Section and without notice, the Bank
      may, in its reasonable discretion, sell or otherwise dispose of or realize
      upon
      the Pledged Collateral, or any part thereof, in one or more parcels, at public
      or private sale, at any exchange or broker’s board or elsewhere, at such price
      or prices and on such other terms as the Bank may deem commercially reasonable,
      for cash, credit or for future delivery or otherwise in accordance with
      applicable law. To the extent permitted by law, the Bank may in such event,
      bid
      for the purchase of such securities. Each Pledgor agrees that, to the extent
      notice of sale shall be required by law and has not been waived by such Pledgor,
      any requirement of reasonable notice shall be met if notice, specifying the
      place of any public sale or the time after which any private sale is to be
      made,
      is personally served on or mailed, postage prepaid, to such Pledgor, in
      accordance with the notice provisions of the Loan Agreement at least ten (10)
      days before the time of such sale. The Bank shall not be obligated to make
      any
      sale of Pledged Collateral of such Pledgor regardless of notice of sale having
      been given. The Bank may adjourn any public or private sale from time to time
      by
      announcement at the time and place fixed therefor, and such sale may, without
      further notice, be made at the time and place to which it was so
      adjourned.

     

    (c) Private
      Sale.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      the
      Pledgor recognizes that the Bank may deem it impracticable to effect a public
      sale of all or any part of the Pledged Collateral and that the Bank may,
      therefore, determine to make one or more private sales of any such Pledged
      Collateral to a restricted group of purchasers that have agreed, among other
      things, to acquire such Pledged Collateral for their own account, for investment
      and not with a view to the distribution or resale thereof. Each Pledgor
      acknowledges that any such private sale may be at prices and on terms less
      favorable to the seller than the prices and other terms which might have been
      obtained at a public sale and, notwithstanding the foregoing, agrees that such
      private sale shall be deemed to have been made in a commercially reasonable
      manner and that the Bank shall have no obligation to delay sale of any such
      Pledged Collateral for the period of time necessary to permit the issuer of
      such
      Pledged Collateral to register such Pledged Collateral for public sale under
      the
      Securities Act of 1933. Each Pledgor further acknowledges and agrees that any
      offer to sell such Pledged Collateral which has been (i) publicly
      advertised on a bona fide basis in a newspaper or other publication of general
      circulation in the financial community of New York, New York (to the extent
      that
      such offer may be advertised without prior registration under the Securities
      Act
      of 1933), or (ii) made privately in the manner described above shall be
      deemed to involve a “public
      sale”
under
      the UCC, notwithstanding that such sale may not constitute a “public offering”
under the Securities Act of 1933, and the Bank may, in such event, bid for
      the
      purchase of such Pledged Collateral.


    
      
        
        

      

      
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    (d) Retention
      of Pledged Collateral.
      In
      addition to the rights and remedies hereunder, upon the occurrence of an Event
      of Default and during the continuation thereof, the Bank may, after providing
      the notices required by Section 9-621 of the UCC (or any successor sections
      of the UCC) or otherwise complying with the requirements of applicable law
      of
      the relevant jurisdiction, accept or retain all or any portion of the Pledged
      Collateral in full or partial satisfaction of the Secured Obligations. Unless
      and until the Bank shall have provided such notices, however, the Bank shall
      not
      be deemed to have retained any Pledged Collateral in satisfaction of any Secured
      Obligations for any reason.

     

    (e) Deficiency.
      In the
      event that the proceeds of any sale, collection or realization are insufficient
      to pay all amounts to which the Bank is legally entitled, the Pledgor shall
      be
      jointly and severally liable for the deficiency, together with interest thereon
      at the Default Rate, together with the costs of collection and the reasonable
      fees of any attorneys employed by the Bank to collect such deficiency. Any
      surplus remaining after the full payment and satisfaction of the Secured
      Obligations shall be returned to the Pledgor or to whomsoever a court of
      competent jurisdiction shall determine to be entitled thereto.

     

    (f) Other
      Security.
      To the
      extent that any of the Secured Obligations are now or hereafter secured by
      property other than the Pledged Collateral (including, without limitation,
      real
      and other personal property owned by a Pledgor), or by a guarantee, endorsement
      or property of any other Person, then the Bank shall have the right to proceed
      against such other property, guarantee or endorsement upon the occurrence of
      any
      Event of Default, and the Bank has the right, in its sole discretion, to
      determine which rights, security, liens, security interests or remedies the
      Bank
      shall at any time pursue, relinquish, subordinate, modify or take with respect
      thereto, without in any way modifying or affecting any of them or any of the
      Bank’s rights or the Secured Obligations under this Pledge Agreement, under any
      other of the Loan Documents or under any Hedging Agreement between any Obligor
      and the Bank or an affiliate of the Bank.

     

    Section
      10. RIGHTS
      OF THE BANK.

     

    (a) Power
      of Attorney.
      In
      addition to other powers of attorney contained herein, each Pledgor hereby
      designates and appoints the Bank and each of its designees or agents as
      attorney-in-fact of such Pledgor, irrevocably and with power of substitution,
      with authority to take any or all of the following actions upon the occurrence
      and during the continuation of an Event of Default:


    
      
        
        

      

      
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    (i) to
      demand, collect, settle, compromise, adjust and give discharges and releases
      concerning the Pledged Collateral of such Pledgor, all as the Bank may
      reasonably determine;

     

    (ii) to
      commence and prosecute any actions at any court for the purposes of collecting
      any of the Pledged Collateral of such Pledgor and enforcing any other right
      in
      respect thereof;

     

    (iii) to
      defend, settle, adjust or compromise any action, suit or proceeding brought
      and,
      in connection therewith, give such discharge or release as the Bank may deem
      reasonably appropriate;

     

    (iv) to
      pay or
      discharge taxes, liens, security interests, or other encumbrances levied or
      placed on or threatened against the Pledged Collateral of such
      Pledgor;

     

    (v) to
      direct
      any parties liable for any payment under any of the Pledged Collateral to make
      payment of any and all monies due and to become due thereunder directly to
      the
      Bank or as the Bank shall direct;

     

    (vi) to
      receive payment of and receipt for any and all monies, claims, and other amounts
      due and to become due at any time in respect of or arising out of any Pledged
      Collateral of such Pledgor;

     

    (vii) to
      sign
      and endorse any drafts, assignments, proxies, stock powers, verifications,
      notices and other documents relating to the Pledged Collateral of such
      Pledgor;

     

    (viii) to
      execute and deliver all assignments, conveyances, statements, financing
      statements, renewal financing statements, pledge agreements, affidavits, notices
      and other agreements, instruments and documents that the Bank may determine
      necessary in order to perfect and maintain the security interests and liens
      granted in this Pledge Agreement and in order to fully consummate all of the
      transactions contemplated herein;

     

    (ix) to
      exchange any of the Pledged Collateral of such Pledgor or other property upon
      any merger, consolidation, reorganization, recapitalization or other
      readjustment of the issuer thereof and, in connection therewith, deposit any
      of
      the Pledged Collateral of such Pledgor with any committee, depository, transfer
      agent, registrar or other designated agency upon such terms as the Bank may
      determine;

     

    (x) to
      vote
      for a shareholder, partner or member resolution, or to sign an instrument in
      writing, sanctioning the transfer of any or all of the Pledged Collateral of
      such Pledgor into the name of the Bank or into the name of any transferee to
      whom the Pledged Collateral of such Pledgor or any part thereof may be sold
      pursuant to Section 9
      hereof;
      and


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (xi) to
      do and
      perform all such other acts and things as the Bank may reasonably deem to be
      necessary, proper or convenient in connection with the Pledged Collateral of
      such Pledgor.

     

    This
      power of attorney is a power coupled with an interest and shall be irrevocable
      until all of the Secured Obligations have been satisfied in full. The Bank
      shall
      be under no duty to exercise or withhold the exercise of any of the rights,
      powers, privileges and options expressly or implicitly granted to the Bank
      in
      this Pledge Agreement, and shall not be liable for any failure to do so or
      any
      delay in doing so. The Bank shall not be liable for any act or omission or
      for
      any error of judgment or any mistake of fact or law in its individual capacity
      or its capacity as attorney-in-fact except acts or omissions resulting from
      its
      gross negligence or willful misconduct. This power of attorney is conferred
      on
      the Bank solely to protect, preserve and realize upon its security interest
      in
      the Pledged Collateral.

     

    (b) Assignment
      by the Bank.
      The
      Bank may from time to time assign the Secured Obligations or any portion thereof
      and/or its Lien on the Pledged Collateral or any portion thereof, and the
      assignee shall be entitled to all of the rights and remedies of the Bank under
      this Pledge Agreement in relation thereto.

     

    (c) The
      Bank’s Duty of Care.
      Other
      than the exercise of reasonable care to ensure the safe custody of the Pledged
      Collateral while being held by the Bank hereunder, the Bank shall have no duty
      or liability to preserve rights pertaining thereto, it being understood and
      agreed that Pledgor shall be responsible for preservation of all rights in
      the
      Pledged Collateral of such Pledgor, and the Bank shall be relieved of all
      responsibility for Pledged Collateral upon surrendering it or tendering the
      surrender of it to the Pledgor. The Bank shall be deemed to have exercised
      reasonable care in the custody and preservation of the Pledged Collateral in
      its
      possession if such Pledged Collateral is accorded treatment substantially equal
      to that which the Bank accords its own property, which shall be no less than
      the
      treatment employed by a reasonable and prudent agent in the industry, it being
      understood that the Bank shall not have responsibility for (i) ascertaining
      or taking action with respect to calls, conversions, exchanges, maturities,
      tenders or other matters relating to any Pledged Collateral, whether or not
      the
      Bank has or is deemed to have knowledge of such matters; or (ii) taking any
      necessary steps to preserve rights against any parties with respect to any
      Pledged Collateral.

     

    (d) Voting
      Rights in Respect of the Pledged Collateral.

     

    (i) Until
      such time as an Event of Default shall have occurred and be continuing and
      the
      Bank shall have given Borrower notice thereof, to the extent permitted by law,
      each Pledgor may exercise any and all voting and other consensual rights
      pertaining to the Pledged Collateral of such Pledgor or any part thereof for
      any
      purpose not inconsistent with the terms of this Pledge Agreement or the Loan
      Agreement; and


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii) Subject
      to Subsection (e)
      of this
      Section, upon the occurrence and during the continuance of an Event of Default
      and notice from Bank to Borrower, all rights of a Pledgor to exercise the voting
      and other consensual rights which it would otherwise be entitled to exercise
      pursuant to paragraph (i) of this Subsection (d)
      shall
      cease and all such rights shall thereupon become vested in the Bank which shall
      then have the sole right to exercise such voting and other consensual
      rights.

     

    (e) Dividend
      and Distribution Rights in Respect of the Pledged Collateral.

     

    (i) So
      long
      as no Event of Default shall have occurred and be continuing and subject to
      Section 4(b)
      hereof,
      each Pledgor may receive and retain any and all dividends (other than stock
      or
      ownership interest dividends and other dividends constituting Pledged Collateral
      which are addressed hereinabove), distributions or interest paid in respect
      of
      the Pledged Collateral to the extent they are allowed under the Loan
      Agreement.

     

    (ii) Upon
      the
      occurrence and during the continuation of an Event of Default:

     

    (A) all
      rights of a Pledgor to receive the dividends, distributions and interest
      payments which it would otherwise be authorized to receive and retain pursuant
      to paragraph (i) of this Subsection (e)
      shall
      cease and all such rights shall thereupon be vested in the Bank which shall
      then
      have the sole right to receive and hold as Pledged Collateral such dividends,
      distributions and interest payments; and

     

    (B) all
      dividends, distributions and interest payments which are received by a Pledgor
      contrary to the provisions of clause (A) of this paragraph (ii) shall be
      received in trust for the benefit of the Bank, shall be segregated from other
      property or funds of such Pledgor, and shall be forthwith paid over to the
      Bank
      as Pledged Collateral in the exact form received, to be held by the Bank as
      Pledged Collateral and as further collateral security for the Secured
      Obligations.

     

    (f) Release
      of Pledged Collateral.
      The
      Bank may release any of the Pledged Collateral from this Pledge Agreement or
      may
      substitute any of the Pledged Collateral for other Pledged Collateral without
      altering, varying or diminishing in any way the force, effect, lien, pledge
      or
      security interest of this Pledge Agreement as to any Pledged Collateral not
      expressly released or substituted, and this Pledge Agreement shall continue
      as a
      first priority lien on all Pledged Collateral not expressly released or
      substituted.

     

    Section
      11. APPLICATION
      OF PROCEEDS.

     

    Upon
      the
      occurrence and during the continuation of an Event of Default, any payments
      in
      respect of the Secured Obligations and any proceeds of any Pledged Collateral,
      when received by the Bank in cash or its equivalent, will be applied in
      reduction of the Secured Obligations in the order set forth in the Loan
      Agreement, and each Pledgor irrevocably waives the right to direct the
      application of such payments and proceeds and acknowledges and agrees that
      the
      Bank shall have the continuing and exclusive right to apply and reapply any
      and
      all such payments and proceeds in the Bank’s sole discretion, notwithstanding
      any entry to the contrary upon any of its books and records.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      12. COSTS
      OF COUNSEL.

     

    If
      at any
      time hereafter, whether upon the occurrence of an Event of Default or not,
      the
      Bank employs counsel to prepare or consider amendments, waivers or consents
      with
      respect to this Pledge Agreement, or to take action or make a response in or
      with respect to any legal or arbitral proceeding relating to this Pledge
      Agreement or relating to the Pledged Collateral, or to protect the Pledged
      Collateral or exercise any rights or remedies under this Pledge Agreement or
      with respect to the Pledged Collateral, then the Pledgor agrees to promptly
      pay
      in accordance with the Loan Agreement any and all such reasonable documented
      costs and expenses of the Bank, all of which costs and expenses shall constitute
      Secured Obligations hereunder.

     

    Section
      13. CONTINUING
      AGREEMENT.

     

    (a) This
      Pledge Agreement shall be a continuing agreement in every respect and shall
      remain in full force and effect until all of the Secured Obligations have been
      satisfied in full. Upon the occurrence of all of the Secured Obligations being
      satisfied in full, this Pledge Agreement shall be automatically terminated
      and
      the Bank shall, upon the request and at the expense of the Pledgor, forthwith
      release all of its liens and security interests hereunder and shall execute
      and
      deliver all UCC termination statements and/or other documents reasonably
      requested by the Pledgor evidencing such termination. Notwithstanding the
      foregoing all releases and indemnities provided hereunder shall survive
      termination of this Pledge Agreement.

     

    (b) This
      Pledge Agreement shall continue to be effective or be automatically reinstated,
      as the case may be, if at any time payment, in whole or in part, of any of
      the
      Secured Obligations is rescinded or must otherwise be restored or returned
      by
      the Bank as a preference, fraudulent conveyance or otherwise under any
      bankruptcy, insolvency or similar law, all as though such payment had not been
      made; provided that in the event payment of all or any part of the Secured
      Obligations is rescinded or must be restored or returned, all reasonable costs
      and expenses (including without limitation any reasonable legal fees and
      disbursements) incurred by the Bank in defending and enforcing such
      reinstatement shall be deemed to be included as a part of the Secured
      Obligations.

     

    Section
      14. AMENDMENTS;
      WAIVERS; MODIFICATIONS.

     

    This
      Pledge Agreement and the provisions hereof may not be amended, waived, modified,
      changed, discharged or terminated except as set forth in the Loan
      Agreement.

     

    Section
      15. SUCCESSORS
      IN INTEREST.

     

    This
      Pledge Agreement shall create a continuing security interest in the Pledged
      Collateral and shall be binding upon each Pledgor, its successors and assigns
      and shall inure, together with the rights and remedies of the Bank hereunder,
      to
      the benefit of the Bank and its successors and permitted assigns; provided
      ,
      however , that the Pledgor may not assign its rights or delegate its duties
      hereunder without the prior written consent of the Bank, as required by the
      Loan
      Agreement.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      16. NOTICES.

     

    All
      notices required or permitted to be given under this Pledge Agreement shall
      be
      in conformance with the Loan Agreement or the Guaranty, as
      applicable.

     

    Section
      17. COUNTERPARTS.

     

    This
      Pledge Agreement may be executed in any number of counterparts, each of which
      where so executed and delivered shall be an original, but all of which shall
      constitute one and the same instrument. It shall not be necessary in making
      proof of this Pledge Agreement to produce or account for more than one such
      counterpart.

     

    Section
      18. HEADINGS.

     

    The
      headings of the sections and subsections hereof are provided for convenience
      only and shall not in any way affect the meaning, construction or interpretation
      of any provision of this Pledge Agreement.

     

    Section
      19. WAIVER
      OF DEFENSES.

     

    EACH
      PLEDGOR WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM
      OR SETOFF WHICH ANY PLEDGOR MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION
      BY
      THE BANK IN ENFORCING THIS PLEDGE AGREEMENT. PROVIDED THE BANK ACTS IN GOOD
      FAITH, EACH PLEDGOR RATIFIES AND CONFIRMS WHATEVER THE BANK MAY DO PURSUANT
      TO
      THE TERMS OF THIS PLEDGE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR
      THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE DEBTOR.

     

    Section
      20. FORUM
      SELECTION AND CONSENT TO JURISDICTION.

     

    ANY
      LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS
      PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
      EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
      DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING
      IN
      THIS PLEDGE AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE BANK FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. EACH
      PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
      COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR
      THE
      NORTHERN DISTRICT OF ILLINOIS 
      FOR THE
      PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE PLEDGOR FURTHER
      IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
      PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
      PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
      OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
      CLAIM
      THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      21. WAIVER
      OF JURY TRIAL.

     

    THE
      BANK
      AND EACH PLEDGOR, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT
      WITH
      COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY
      RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
      RIGHTS UNDER THIS PLEDGE AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY
      OF
      THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT
      OR
      AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
      HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN
      CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF
      DEALING IN WHICH THE BANK AND ANY PLEDGOR ARE ADVERSE PARTIES, AND EACH AGREES
      THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
      A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING ANY
      FINANCIAL ACCOMMODATION TO THE PLEDGOR.

     

    Section
      22. SEVERABILITY.

     

    If
      any
      provision of this Pledge Agreement is determined to be illegal, invalid or
      unenforceable, such provision shall be fully severable and the remaining
      provisions shall remain in full force and effect and shall be construed without
      giving effect to the illegal, invalid or unenforceable provisions.

     

    Section
      23. ENTIRETY.

     

    This
      Pledge Agreement, the other Loan Documents and any Hedging Agreement between
      any
      Obligor and the Bank or any affiliate of the Bank represent the entire agreement
      of the parties hereto and thereto, and supersede all prior agreements and
      understandings, oral or written, if any, including any commitment letters or
      correspondence relating to this Pledge Agreement, the other Loan Documents,
      any
      such Hedging Agreement or the transactions contemplated herein and
      therein.

     

    Section
      24. SURVIVAL.

     

    All
      representations and warranties of the Pledgor hereunder shall survive the
      execution and delivery of this Pledge Agreement, the other Loan Documents and
      any Hedging Agreement between any Obligor and the Bank or any affiliate of
      the
      Bank, the delivery of the Notes and the making of the Loans and the issuance
      of
      the Letters of Credit under the Loan Agreement.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      25. MARSHALLING.

     

    The
      Bank
      shall not be under any obligation to marshal any assets in favor of any Pledgor
      or any other Person or against or in payment of any or all of the Secured
      Obligations.

     

    Section
      26. SUBORDINATION
      AND POSTPONEMENT OF SUBROGATION RIGHTS.

     

    Each
      Pledgor hereby subordinates any right of subrogation, indemnity, reimbursement
      or contribution against the issuer of any Pledged Collateral or any other
      Obligor arising on account of any disposition of or other realization on the
      Pledged Collateral by the Bank pursuant to Section 9
      to the
      rights and interests of the Bank in the Pledged Collateral and agrees that
      it
      shall not attempt to exercise or realize on any such rights until all of the
      Secured Obligations have been satisfied in full.

     

    Section
      27. CONFLICTS.

     

    To
      the
      extent that any provision of this Pledge Agreement is inconsistent with or
      conflicts with any provision of the Loan Agreement, the provision of the Loan
      Agreement will control.


     

    [Signature
      pages follow]


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Each
      of
      the parties hereto has caused a counterpart of this Pledge Agreement to be
      duly
      executed and delivered as of the date first above written.

     

    
      	
              PLEDGOR:

            
	 
	
              ISI
                SECURITY GROUP, INC.,

            
	
              a
                Delaware corporation

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              President

            
	 	 
	
              DETENTION
                CONTRACTING GROUP, LTD.,

            
	
              a
                Texas limited partnership

            
	 	 
	
              By:

            	
              ISI
                DETENTION CONTRACTING GROUP, INC.,

            
	 	
              a
                Texas corporation, its general partner

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              ISI
                DETENTION CONTRACTING GROUP, INC.,

            
	
              a
                Texas corporation

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              ISI
                DETENTION CONTRACTING GROUP, INC.,

            
	
              a
                California corporation

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              ISI
                DETENTION CONTRACTING GROUP, INC.,

            
	
              a
                New Mexico corporation

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	
              ISI
                DETENTION SYSTEMS, INC.,

            
	
              a
                Texas corporation

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              ISI
                SYSTEMS, LTD.,

            
	
              a
                Texas limited partnership

            
	 	 
	
              By:

            	
              ISI
                DETENTION SYSTEMS, INC.,

            
	 	
              a
                Texas corporation, its general partner

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              METROPLEX
                CONTROL SYSTEMS, INC.,

            
	
              a
                Texas corporation, (f/k/a ISI Metroplex Controls, Inc.)

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              ISI
                CONTROLS, LTD.,

            
	
              a
                Texas limited partnership

            
	 	 
	
              By:

            	
              METROPLEX
                CONTROL SYSTEMS, INC.,

            
	 	
              a
                Texas corporation, its general partner

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	
              METROPLEX
                COMMERCIAL FIRE AND

            
	
              SECURITY
                ALARMS, INC.,

            
	
              a
                Texas corporation

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              MCFSA,
                LTD.,

            
	
              a
                Texas limited partnership

            
	 	 
	
              By:

            	
              METROPLEX
                COMMERCIAL FIRE AND

            
	 	
              SECURITY
                ALARMS, INC.,

            
	 	
              a
                Texas corporation, its general partner

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              COM-TEC
                SECURITY, LLC

            
	
              a
                Wisconsin limited liability company

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            
	 	 
	
              COM-TEC
                CALIFORNIA LIMITED

            
	
              PARTNERSHIP

            
	
              a
                Wisconsin limited partnership

            
	 	 
	
              By:

            	
              METROPLEX
                CONTROL SYSTEMS, INC.,

            
	 	
              a
                Texas corporation, its general partner

            
	 	 
	
              By:

            	
              /s/
                Sam Youngblood

            
	
              Name:

            	
              Sam
                Youngblood

            
	
              Title:

            	
              CEO

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Agreed
      and accepted:

    


    BANK:

    


    
      	
              THE
                PRIVATEBANK AND TRUST COMPANY,

            
	
              an
                Illinois banking corporation

            
	 	 
	
              By:

            	
              /s/
                Nate Palmer

            
	
              Name:

            	
              Nate
                Palmer

            
	
              Title:

            	
              Associate
                Managing Director

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    
      	
              Pledgor

            	
               

            	
              Issuer

            	 	
              Issued and

              Outstanding

              Interests

            	 	
              Certificate

              Numbers

            	 	
              Percentage of

              Issued and

              Outstanding

              Interests

            	 	
              Percentage of

              Voting Interests

            	 
	
              ISI
                Security Group, Inc. (DE)

            	 	ISI
              Detention Contracting Group, Inc. (a TX corp.)	
               

            	10
              Shares	 	 	
              9

            	 	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	
               

            	 	Metroplex
              Control Systems, Inc. 	 	1000
              Shares	 	 	
              1

            	 	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	
               

            	 	Metroplex
              Commercial Fire and Security Alarms, Inc. 	 	1000
              Shares	 	 	
              5

            	 	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	
               

            	 	ISI
              Detention Systems, Inc. 	 	1000
              Shares	 	 	
              1

            	 	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	
               

            	 	ISI
              Controls, Ltd. 	 	990
              LP Units	 	 	
              3

            	 	 	
              99

            	
              %

            	 	
              0

            	
              %

            
	
               

            	 	MCFSA,
              Ltd. 	 	990
              LP Units 	 	 	
              8

            	 	 	
              99

            	
              %

            	 	
              0

            	
              %

            
	
               

            	 	ISI
              Systems, Ltd. 	 	990
              LP Units	 	 	
              4

            	 	 	
              99

            	
              %

            	 	
              0

            	
              %

            
	
               

            	 	Detention
              Contracting Group, Ltd. 	 	990
              LP Units	 	 	
              3

            	 	 	
              99

            	
              %

            	 	
              0

            	
              %

            
	
              ISI
                Detention Contracting Group, Inc. (a TX corp.)

            	 	Detention
              Contracting Group, Ltd.	 	10
              GP Units 	 	
              4

            	 	 	
              1

            	
              %

            	 	
              100

            	
              %

            
	
               

            	 	ISI
              Detention Contracting Group, Inc. (a CA corp.) 	 	100
              Shares	 	 	
              1

            	 	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	 	 	 ISI
              Detention Contracting Group, Inc. (a NM corp.)	 	1,000
              Shares 	 	 	1	 	 	100	% 	 	100	%


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Pledgor

            	
               

            	
              Issuer

            	
               

            	
              Issued and

              Outstanding

              Interests

            	
               

            	
              Certificate

              Numbers

            	
               

            	
              Percentage of

              Issued and

              Outstanding

              Interests

            	
               

            	
              Percentage of

              Voting Interests

            	 
	
              Metroplex
                Control Systems, Inc.

            	
            	ISI
              Controls, Ltd.	
            	10
              GP Units	
            	
            	
              4

            	
            	
            	
              1

            	
              %

            	
            	
              100

            	
              %

            
	
               

            	 	
              Com-Tec
                California Limited Partnership

            	 	1
              GP Unit	 	 	
              3

            	 	 	
              50

            	
              %

            	 	
              100

            	
              %

            
	
              Metroplex
                Commercial Fire and Security Alarms, Inc.

            	 	MCFSA,
              Ltd.	 	10
              GP Units	 	 	
              9

            	 	 	
              1

            	
              %

            	 	
              100

            	
              %

            
	
              ISI
                Detention Systems, Inc.

            	 	ISI
              Systems, Ltd.	 	10
              GP Units	 	 	
              3

            	 	 	
              1

            	
              %

            	 	
              100

            	
              %

            
	
              ISI
                Controls, Ltd.

            	 	Com-Tec
              Security, LLC	 	100
              Units	 	 	
              3

            	 	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	
              Com-Tec
                Security, LLC

            	 	Com-Tec
              California Limited Partnership	 	1
              LP Unit	 	 	
              2

            	 	 	
              50

            	
              %

            	 	
              0

            	
              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    STOCK
      POWER

     

    FOR
      VALUE RECEIVED,
      _______________________________________
      does
      hereby sell, assign and transfer unto ________________________________________________________,
      _______________________________________________________________________________
      (______________________) Shares of the Capital Stock, par value $0.____ per
      share, of _______________________________________________________,
      a
      ______________________ corporation, represented by Certificate number
      __________________, standing in the name of the undersigned on the books of
      said
      Company.

    The
      undersigned does hereby irrevocably constitute and appoint
      ______________________ as attorney to transfer the said stock on the books
      of
      said Company, with full power of substitution in the premises.

    Dated:
      __________________, 200__

    
      	
              ________________________________

            
	
              ___________________________

            
	 
	
              By:_____________________________

            
	
              Name:
                ________________________

            
	
              Title:
                _____________________________

            


    

    


    IMPORTANT:
      The
      signature to this Power must correspond with the name as written upon the face
      of the certificate in every particular without alteration or any change
      whatever.