VECTOR
INTERSECT SECURITY ACQUISITION CORP.

    65
Challenger Road

    Ridgefield
Park, New Jersey 07660

     

    December
10, 2008

    


    Vector
Investment Fund LLC

    74 Grand
Avenue

    Englewood,
NJ 07631

    Attention:
Mr. Yaron Eitan

    Facsimile:  (201)
541-1084

    


    Re:  Purchase of Note
Shares

     

    To Whom
It May Concern:

     

    Reference
is hereby made to that certain Note Purchase Agreement (the “Purchase Agreement”),
dated as of December 10, 2008, by and among Vector Investment Fund LLC, a
Delaware limited liability company (the “Seller”), Centurion Credit Group Master Fund
L.P., a Delaware limited partnership (“Centurion”), and
Vector Intersect Security Acquisition Corp., a Delaware corporation (the “Company”).  Capitalized
terms used and not otherwise defined herein shall have the meaning set forth in
the Purchase Agreement.

     

    This
letter agreement (“Letter Agreement”) is
delivered in connection with the closing of the Acquisition.  The
parties hereby irrevocably agree that concurrent with the closing of the
Acquisition, the Seller shall sell to the Company, and the Company shall
purchase from the Seller, upon the terms and subject to the conditions set forth
herein, the Note Shares that were acquired by the Seller pursuant to the
Purchase Agreement for a purchase price equal to the principal amount of the
Note (the “Purchase
Price”), which Purchase Price is to be irrevocably paid to the Escrow
Agent automatically and without further instruction by the Trustee for the Trust
Account upon the closing of the Acquisition, out of funds held in the Trust
Fund.  The Purchase Price is to be paid to the Escrow Agent whether or
not the Note Shares are delivered to the Company prior to such
payment.  Upon the closing of the Acquisition, the Company hereby
agrees to pay to the Escrow Agent any interest that may have accrued and be due
and payable on the Note.

     

    The
Seller hereby represents and warrants that as of the closing of the Acquisition,
Seller shall have given instructions and shall have taken any and all action
required under applicable law (i) to transfer valid title to the Note Shares to
the Company, free and clear of any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest), including, as applicable,
delivering to the Company any certificate representing the Note Shares, and (ii)
to ensure that upon such transfer by the Seller, the Company will have good and
valid title, free and clear of all encumbrances.

     

    Centurion
is made a third-party beneficiary of this Letter Agreement with rights of
enforcement.

     

    This
Letter Agreement may be executed in one or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same agreement.  Facsimile copies or other electronic transmissions of
signed signature pages will be deemed binding originals.

     

    If the
terms of this Letter Agreement are agreeable to you, please sign the following
page.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Yours
      truly,

                
	 
      
	
                  VECTOR
      INTERSECT SECURITY

                
	
                  ACQUISITION
      CORP.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:  Yaron
      Eitan

                
	 
      	
                  Title:  Chief
      Executive Officer

                


        

      

    

    


    
      
        
          	
                  AGREED AND ACCEPTED:

                
	 
      
	
                  VECTOR
      INVESTMENT FUND LLC

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:  Yaron
      Eitan

                
	 
      	
                  Title:  Sole
      Member