**Exhibit 10.4**

** **

**INTERNATIONAL MONITORING, INC.**

**6990 S.W. 8th Street, Second Floor**

**Miami, FL, 33144**

 

 

April 10, 2006

 

 

Mr.Sheldon Katz, Vice President

DevconSecurity Services Corp.

595S. Federal Highway

Suite500

BocaRaton, Florida 33432

 
| ***RE:*** | ***Agreement between International Monitoring, Inc.  (“Seller”) and Devcon Security Services Corp. (“Buyer”) dated as of March 2,  2006 (the “Sale Agreement”; all capitalized terms used herein but not  otherwise defined herein should have the meanings ascribed to such terms in  the Agreement).*** |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

DearSheldon:

 

This letter agreement (this “Letter Agreement”), when countersigned byyou, shall memorialize our agreement with respect to the subject matter herein.

 

Pursuant to Section 2.1 of the Sale Agreement,Seller and Buyer hereby agree to extend the Closing Date to May 17, 2006.Seller and Buyer acknowledge and agree that Buyer’s right to terminate the SaleAgreement as contemplated by Section 5.1 thereof shall continue until theClosing Date as extended hereby. Seller and Buyer further acknowledge and  agree that Seller shall  reimburse Buyerup to $5000.00 for reasonable out-of-pocket costs incurred by Buyer inconnection with Buyer updating its due diligence review of the Business as aresult of the extension of the Closing Date as agreed to hereby.

 

ThisLetter Agreement may be executed in two or more counterparts, each of whichshall be deemed an original. If any signature to this Letter Agreement isdelivered by facsimile transmission, such signature shall create a valid bindingobligation of the party executing (or on whose behalf such signature isexecuted) the same with the same force and effect as if such facsimile signaturewere the original thereof.

 

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If the foregoing accurately reflects our agreement,please execute this Letter Agreement in the space below and return a copy toSeller by facsimile to (678) 808-1551.

 
|                                | Sincerely,                          |
|-------------------------------------|-------------------------------------|
|                                |                                |
|                                | **INTERNATIONAL  MONITORING, INC.** |
|                                | ** **                          |
|                                |                                |
|                                | BY:                                 |   | /s/ Ronald G Farrell |   |
|                                | Name:                               | Ronald G Farrell |
|                                | Title:                              | Chief Executive Officer |
|                                |                                |
|                                |                                |
| **AGREED  AND ACCEPTED BY:**        |                                |
|                                |                                |
| **DEVCON  SECURITY SERVICES CORP.** |                                |
| ** **                          |                                |
| ** **                          |                                |
| By:                                 | /s/ Sheldon Katz                    |   |   |
| Name:                               | Sheldon Katz                        |   |
| Title:                              | Vice President                      |   |
|                                     |                                     |  |  |  |  |  |  |

 

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