INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of _________, 2005 by and between Argyle Security
        Acquisition Corporation (the “Company”) and American Stock Transfer & Trust
        Company (“Trustee”).

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, No. 333-126569 (“Registration
        Statement”), for its initial public offering of securities (“IPO”) has been
        declared effective as of the date hereof by the Securities and Exchange
        Commission (“Effective Date”); and 

       

      WHEREAS,
        the Company has agreed to issue securities in a
        private placement that will occur immediately prior to the IPO (the
        "Placement"); and

       

      WHEREAS,
        Rodman & Renshaw, LLC (“Rodman”) is acting as the underwriter in the IPO and
        as placement agent for the Placement and

       

      WHEREAS,
        as described in the Company’s Registration Statement, and in accordance with the
        Company’s Certificate of Incorporation, $___________ of the proceeds of the IPO
        and the Placement ($___________ if the underwriter’s over-allotment option is
        exercised in full) will be delivered to the Trustee to be deposited and held
        in
        a trust account for the benefit of the Company and the holders of the Company’s
        Common Stock issued in the IPO and in the event the Units are registered
        in
        Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes,
        a
        copy of which statute is attached hereto and made a part hereof. The amount
        to
        be delivered to the Trustee will be referred to herein as the “Property,” the
        stockholders for whose benefit the Trustee shall hold the Property will be
        referred to as the “Public Stockholders,” and the Public Stockholders, the
        Company and Rodman will be referred to together as the “Beneficiaries”); and


       

      WHEREAS,
        a portion of the Property consists of $___________ (or $___________ if the
        underwriters’ over-allotment option is exercised in full) attributable to the
        underwriters’ discount and $45,000 attributable to the placement fee which
        Rodman, on behalf of the underwriters, has agreed to deposit in the Trust
        Account (defined below); and

       

      WHEREAS,
        the Company and the Trustee desire to enter into this Agreement to set forth
        the
        terms and conditions pursuant to which the Trustee shall hold the
        Property;

       

      IT
        IS
        AGREED:

       

      1.  Agreements
        and Covenants of Trustee.
        The
        Trustee hereby agrees and covenants to:

       

      (a)  Hold
        the
        Property in trust for the Beneficiaries in accordance with the terms of this
        Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
        in a segregated trust account (“Trust Account”) established by the Trustee at a
        branch of JP Morgan Chase NY Bank selected by the Trustee; 

       

      (b)  Manage,
        supervise and administer the Trust Account subject to the terms and conditions
        set forth herein;

       

      (c)  In
        a
        timely manner, upon the instruction of the Company, to invest and reinvest
        the
        Property in any “Government Security.” As used herein, Government Security means
        any Treasury Bill issued by the United States, having a maturity of 180 days
        or
        less or in money market funds meeting certain conditions under Rule 2a-7
        promulgated under the Investment Company Act of 1940;

       

      (d)  Collect
        and receive, when due, all principal and income arising from the Property,
        which
        shall become part of the “Property,” as such term is used herein;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (e)  Notify
        the Company and Rodman of all communications received by it with respect
        to any
        Property requiring action by the Company;

       

      (f)  Supply
        any necessary information or documents as may be requested by the Company
        in
        connection with the Company’s preparation of the tax returns for the Trust
        Account;

       

      (g)  Participate
        in any plan or proceeding for protecting or enforcing any right or interest
        arising from the Property if, as and when instructed by the Company and/or
        Rodman to do so;

       

      (h)  Render
        to
        the Company and to Rodman, and to such other person as the Company may instruct,
        monthly written statements of the activities of and amounts in the Trust
        Account
        reflecting all receipts and disbursements of the Trust Account; and

       

      (i)  As
        of the
        date of the consummation of a business combination (“Business Combination”),
        commence liquidation of the Trust Account upon receipt of the Officers’
        Certificate signed by the Co-Chief Executive Officers or its Chairman of
        the
        Board and Vice Chairman in accordance with the terms of a letter (“Termination
        Letter”), in a form substantially similar to that attached hereto as
Exhibit
        A,
        signed
        on behalf of the Company by its Co-Chief Executive Officers or its Chairman
        of
        the Board and Vice Chairman, and complete the liquidation of the Trust Account
        and distribute the Property in the Trust Account only as directed in the
        Termination Letter and the other documents referred to therein. The Trustee
        understands and agrees that disbursements from the Trust Account shall be
        made
        only pursuant to a duly executed Termination Letter, together with the other
        documents referenced herein, including, without limitation, an independently
        certified oath and report of inspector of election in respect of the shareholder
        vote in favor of the Business Combination. In all cases, the Trustee shall
        provide Rodman with a copy of any Termination Letters, Officers’ Certificates
        and/or any other correspondence that it receives with respect to any proposed
        withdrawal from the Trust Account promptly after it receives same;
        and

       

      (j)  As
        of the
        date 18 months from the date of this Agreement (the “LOI Termination Date”) (or
        24 months from the date hereof in the event the Company has executed the
        Letter
        of Intent (defined below) prior to the LOI Termination Date but failed to
        consummate a Business Combination (“Second Termination Date”), commence
        liquidation of the Trust Account. The Trustee, upon consultation with the
        Company and Rodman, shall deliver a notice to Public Stockholders of record
        as
        of the LOI Termination Date or Second Termination Date, whichever the case
        may
        be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days
        of the LOI Termination Date or Second Termination Date, to notify the Public
        Stockholders of such event and take such other actions as it may deem necessary
        to inform the Beneficiaries. The Trustee shall deliver to each Public
        Stockholder its ratable share of the Property against satisfactory evidence
        of
        delivery of the stock certificates by the Public Stockholders to the Company
        through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise
        presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives
        a bona fide, executed letter of intent or engagement letter (the “Letter of
        Intent”) for a Business Combination prior to the LOI Termination Date
        accompanied by an Officers’ Certificate as described in Section 2(e) hereof,
        then the Trustee shall forego or suspend any liquidation of the Trust Account
        until the earlier of a Business Combination or the Second Termination
        Date.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        2. Limited
          Distributions of Income on Property.

        


        (a)
          Upon
          receipt by the Trustee of an Officer’s Certificate signed by either of the
          Co-Chief Executive Officers of the Company certifying as true, accurate
          and
          complete a copy of any tax return required to be filed on behalf of the
          Trust
          Account in respect of income earned on the Property held therein, the Trustee
          shall deliver to the Company for submission to the appropriate taxing authority
          a check made payable to the order of such taxing authority in the amount
          required to pay such taxes; provided, however, that in no event shall the
          aggregate amount of all checks issued to taxing authorities pursuant to
          this
          Section 2(a) exceed the income in respect of which such taxes are due and
          owing.

        


        (b)
          Upon
          one or more written requests from the Company, the Trustee shall distribute
          to
          the Company interest earned on the Trust Account, up to a maximum of $600,000
          in
          the aggregate. The distributions requested by the Company may be for any
          amount,
          provided that (i) in the aggregate, all distributions under this Section
          2(b)
          may not exceed $600,000, and (ii) that such distributions may only be made
          if
          and to the extent that interest has been earned on the amount initially
          deposited into the Trust Account. 

        


        (c)
          Except as provided in Sections 2(a) and 2(b) above, no other distributions
          from
          the Trust Account shall be permitted except in accordance with Sections
          1(i) and
          1(j) hereof.

      

       

      3.  Agreements
        and Covenants of the Company.
        The
        Company hereby agrees and covenants to:

       

      (a)  Provide
        all instructions to the Trustee hereunder in writing, signed by at least
        one of
        the Company’s Co-Chief Executive Officers or its Chairman of the Board and Vice
        Chairman. In addition, except with respect to its duties under paragraph
        1(i)
        and 1(j) above, the Trustee shall be entitled to rely on, and shall be protected
        in relying on, any verbal or telephonic advice or instruction which it in
        good
        faith believes to be given by any one of the persons authorized above to
        give
        written instructions, provided that the Company and/or Rodman shall promptly
        confirm such instructions in writing; and;

       

      (b)  Hold
        the
        Trustee harmless and indemnify the Trustee from and against any and all
        expenses, including reasonable counsel fees and disbursements, or loss suffered
        by the Trustee in connection with any action, suit or other proceeding brought
        against the Trustee involving any claim, or in connection with any claim
        or
        demand which in any way arises out of or relates to this Agreement, the services
        of the Trustee hereunder, or the Property or any income earned from investment
        of the Property, except for expenses and losses resulting from the Trustee’s
        gross negligence or willful misconduct. Promptly after the receipt by the
        Trustee of notice of demand or claim or the commencement of any action, suit
        or
        proceeding, pursuant to which the Trustee intends to seek indemnification
        under
        this paragraph, it shall notify the Company in writing of such claim
        (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
        right to conduct and manage the defense against such Indemnified Claim,
        provided, that the Trustee shall obtain the consent of the Company with respect
        to the selection of counsel, which consent shall not be unreasonably withheld.
        The Company may participate in such action with its own counsel;
        and

       

      (c)  Pay
        the
        Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
        being expressly understood that the Property shall not be used to pay such
        fee).
        The Company shall pay the Trustee the initial acceptance fee and first year’s
        fee at the consummation of the IPO and thereafter on the anniversary of the
        Effective Date. The Trustee shall refund to the Company the fee (on a pro
        rata
        basis) with respect to any period after the liquidation of the Trust Fund.
        The
        Company shall not be responsible for any other fees or charges of the Trustee
        except as may be provided in paragraph 2(b) hereof (it being expressly
        understood that the Property shall not be used to make any payments to the
        Trustee under such paragraph).

       

      (d)  In
        the
        event that the Company consummates a Business Combination and the Trust Account
        is liquidated in accordance with Section 1(i) hereof, the Trustee or another
        independent party designated by Rodman shall act as the inspector of election
        to
        certify the results of the shareholder vote; and 

       

      (e)  The
        Officers’ Certificate referenced in Sections 1(i) and 1(j) hereof shall require
        at least one of the Company’s Co-Chief
        Executive Officers or its Chairman of the Board and Vice Chairman
        to each
        certify the following (wherever applicable): (1) prior to the LOI Termination
        Date, the Company has entered into a bona fide Letter of Intent with a target
        business; and/or (2) prior to the LOI Termination Date, the Company has entered
        into a Business Combination with a target business, the terms of which are
        consistent with the requirements set forth in the Registration Statement;
        and/or
        (3) prior to the Second Termination Date, the Company has entered into a
        Business Combination with a target business, the terms of which are consistent
        with the requirements set forth in the Registration Statement; and (4) the
        Board
        of Directors (the “Board”) pursuant to the unanimous written consent of the
        Board has approved (where applicable): (i) the Business Combination; and/or
        (ii)
        Letter of Intent. A copy of such consent shall be attached as an exhibit
        to the
        Officers’ Certificate. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      4.  Limitations
        of Liability.
        The
        Trustee shall have no responsibility or liability to:

       

      (a)  Take
        any
        action with respect to the Property, other than as directed in paragraph
        1
        hereof and the Trustee shall have no liability to any party except for liability
        arising out of its own gross negligence or willful misconduct;

       

      (b)  Institute
        any proceeding for the collection of any principal and income arising from,
        or
        institute, appear in or defend any proceeding of any kind with respect to,
        any
        of the Property unless and until it shall have received written instructions
        from the Company and/or Rodman given as provided herein to do so and the
        Company
        shall have advanced or guaranteed to it funds sufficient to pay any expenses
        incident thereto;

       

      (c)  Change
        the investment of any Property, other than in compliance with paragraph
        1(c);

       

      (d)  Refund
        any depreciation in principal of any Property;

       

      (e)  Assume
        that the authority of any person designated by the Company and/or Rodman
        to give
        instructions hereunder shall not be continuing unless provided otherwise
        in such
        designation, or unless the Company and/or Rodman shall have delivered a written
        revocation of such authority to the Trustee;

       

      (f)  The
        other
        parties hereto or to anyone else for any action taken or omitted by it, or
        any
        action suffered by it to be taken or omitted, in good faith and in the exercise
        of its own best judgment, except for its gross negligence or willful misconduct.
        The Trustee may rely conclusively and shall be protected in acting upon any
        order, notice, demand, certificate, opinion or advice of counsel (including
        counsel chosen by the Trustee), statement, instrument, report or other paper
        or
        document (not only as to its due execution and the validity and effectiveness
        of
        its provisions, but also as to the truth and acceptability of any information
        therein contained) which is believed by the Trustee, in good faith, to be
        genuine and to be signed or presented by the proper person or persons. The
        Trustee need not investigate any fact or matter stated in the document. The
        Trustee shall not be bound by any notice or demand, or any waiver, modification,
        termination or rescission of this agreement or any of the terms hereof, unless
        evidenced by a written instrument delivered to the Trustee signed by the
        proper
        party or parties and, if the duties or rights of the Trustee are affected,
        unless it shall give its prior written consent thereto;

       

      (g)  Verify
        the correctness of the information set forth in the Registration Statement
        or to
        confirm or assure that any acquisition made by the Company or any other action
        taken by it is as contemplated by the Registration Statement, unless an officer
        of the Trustee has actual knowledge thereof, written notice of such event
        is
        sent to the Trustee or as otherwise required under paragraph 1(i) hereof;
        and

       

      (h)  Pay
        any
        taxes on behalf of the Trust Account (it being expressly understood that
        the
        Property shall not be used to pay any such taxes and that such taxes, if
        any,
        shall be paid by the Company from funds not held in the Trust
        Account).

       

      5.  Certain
        Rights Of Trustee.
        

       

      (a)  Before
        the Trustee acts or refrains from acting, it may require an Officers’
        Certificate or opinion of counsel or both. The Trustee shall not be liable
        for
        any action it takes or omits to take in good faith in reliance on such Officers’
        Certificate or opinion of counsel. The Trustee may consult with counsel and
        the
        advice of such counsel or any opinion of counsel shall be full and complete
        authorization and protection from liability in respect of any action taken,
        suffered or omitted by it hereunder in good faith and in reliance thereon.
        

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      (b)  The
        Trustee may act through its attorneys and agents and shall not be responsible
        for the misconduct or negligence of any agent appointed with due care.


       

      (c)  The
        Trustee shall not be liable for any action it takes or omits to take in good
        faith that it believes to be authorized or within the rights or powers conferred
        upon it by this Agreement. 

       

      (d)  The
        Trustee shall not be responsible for and makes no representation as to the
        validity or adequacy of this Agreement; it shall not be accountable for the
        Company’s use of the proceeds from the Trust Account. Notwithstanding the
        effective date of this Agreement or anything to the contrary contained in
        this
        Agreement, the Trustee shall have no liability or responsibility for any
        act or
        event relating to this Agreement or the transactions related thereto which
        occurs prior to the date of this Agreement, and shall have no contractual
        obligations to the Beneficiaries until the date of this Agreement.

       

      6.  Termination.
        This
        Agreement shall terminate as follows:

       

      (a)  If
        the
        Trustee gives written notice to the Company that it desires to resign under
        this
        Agreement, the Company shall use its reasonable efforts to locate a successor
        trustee. At such time that the Company notifies the Trustee that a successor
        trustee has been appointed by the Company and has agreed to become subject
        to
        the terms of this Agreement, the Trustee shall transfer the management of
        the
        Trust Account to the successor trustee, including but not limited to the
        transfer of copies of the reports and statements relating to the Trust Account,
        whereupon this Agreement shall terminate; provided, however, that, in the
        event
        that the Company does not locate a successor trustee within ninety days of
        receipt of the resignation notice from the Trustee, the Trustee may submit
        an
        application to have the Property deposited with the United States District
        Court
        for the Southern District of New York and upon such deposit, the Trustee
        shall
        be immune from any liability whatsoever that arises due to any actions or
        omissions to act by any party after such deposit; 

       

      (b)  At
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provisions of paragraph 1(i) hereof, and distributed
        the
        Property in accordance with the provisions of the Termination Letter, this
        Agreement shall terminate except with respect to Paragraph 2(b); or

       

      (c)  On
        such
        date after ________ __, 2007 when the Trustee deposits the Property with
        the
        United States District Court for the Southern District of New York in the
        event
        that, prior to such date, the Trustee has not received a Termination Letter
        from
        the Company pursuant to paragraph 1(i).

       

      7.  Miscellaneous.

       

      (a)  The
        Company and the Trustee each acknowledge that the Trustee will follow the
        security procedures set forth below with respect to funds transferred from
        the
        Trust Account. Upon receipt of written instructions, the Trustee will confirm
        such instructions with an Authorized Individual at an Authorized Telephone
        Number listed on the attached Exhibit B. The Company and the Trustee will
        each
        restrict access to confidential information relating to such security procedures
        to authorized persons. Each party must notify the other party immediately
        if it
        has reason to believe unauthorized persons may have obtained access to such
        information, or of any change in its authorized personnel. In executing funds
        transfers, the Trustee will rely upon account numbers or other identifying
        numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
        names. The Trustee shall not be liable for any loss, liability or expense
        resulting from any error in an account number or other identifying number,
        provided it has accurately transmitted the numbers provided.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (b)  This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of New York, without giving effect to conflict of laws.
        It may
        be executed in several counterparts, each one of which shall constitute an
        original, and together shall constitute but one instrument.

       

      (c)  This
        Agreement contains the entire agreement and understanding of the parties
        hereto
        with respect to the subject matter hereof. This Agreement or any provision
        hereof may only be changed, amended or modified by a writing signed by each
        of
        the parties hereto; provided, however, that no such change, amendment or
        modification may be made without the prior written consent of Rodman. As
        to any
        claim, cross-claim or counterclaim in any way relating to this Agreement,
        each
        party waives the right to trial by jury.

       

      (d)  The
        parties hereto consent to the jurisdiction and venue of any state or federal
        court located in the City of New York for purposes of resolving any disputes
        hereunder.

       

      (e)  Any
        notice, consent or request to be given in connection with any of the terms
        or
        provisions of this Agreement shall be in writing and shall be sent by express
        mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or by facsimile transmission:

       

      if
        to the
        Trustee, to:

       

      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane 

      New
        York,
        New York 10038

      Attn: 
        ________________

      Fax
        No.:
        (212) ___________

       

      if
        to the
        Company, to:

       

      Argyle
        Security Acquisition Corporation

      200
        Concord Plaza, Suite 700

      San
        Antonio, Texas 78216

      Attn: Bob
        Marbut

      Fax
        No.:
        (210) 828-7300

       

      in
        either
        case with a copy to:

       

      Rodman
        & Renshaw, LLC

      330
        Madison Avenue

      New
        York,
        New York 10017

      Attn: 
        Edward
        Kovalik

      Fax
        No.:
        (212) 356-0536

       

      and

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

        Morse
          Zelnick Rose & Lander, LLP

        405
          Park
          Avenue, Suite 1401

        New
          York,
          New York 10022

        Attn: 
          Kenneth
          S. Rose

        Fax
          No.:
          (212) 838-9190

         

        and

         

        Loeb
          & Loeb LLP

        345
          Park
          Avenue

        New
          York,
          New York 10154

        Attn: Mitchell
          S. Nussbaum

        Fax
          No.: (212) 407-4990

      

                   


      (f)  This
        Agreement may not be assigned by the Trustee without the prior written consent
        of the Company and Rodman.

       

      (g)  Each
        of
        the Trustee and the Company hereby represents that it has the full right
        and
        power and has been duly authorized to enter into this Agreement and to perform
        its respective obligations as contemplated hereunder. The Trustee acknowledges
        and agrees that it shall not make any claims or proceed against the Trust
        Account, including by way of set-off, and shall not be entitled to any funds
        in
        the Trust Account under any circumstance.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have duly executed this Investment Management
        Trust
        Agreement as of the date first written above.

       

      
        	 	 	 
	 	AMERICAN
                STOCK TRANSFER & TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title 


      

      
        	 	 	 
	 	ARGYLE
                SECURITY ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Bob Marbut

                Co-Chief Executive Officer


              


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Ron Chaimovski

                Co-Chief Executive Officer

              
	 	 


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        A

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      American
        Stock Transfer 

      &
        Trust Company

      59
        Maiden
        Lane 

      New
        York,
        New York 10038

      Attn:
        

       

      
        	
              	Re:	
                    Trust
                  Account No. [         ]
                  Termination
                  Letter

              


      

       

      Gentlemen:

       

      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between Argyle
        Security Acquisition Corporation (“Company”) and American Stock Transfer &
        Trust Company (“Trustee”), dated as of __________, 2005 (“Trust Agreement”),
        this is to advise you that the Company has entered into an agreement (“Business
        Agreement”) with __________________ (“Target Business”) to consummate a business
        combination with Target Business (“Business Combination”) on or about [insert
        date]. The Company shall notify you at least 48 hours in advance of the actual
        date of the consummation of the Business Combination (“Consummation Date”) and
        shall provide you with an Officers’ Certificate in accordance with paragraphs
        1(i) and 2(d) of the Trust Agreement. Capitalized words used herein and not
        otherwise define shall have the meaning ascribed to them in the Trust
        Agreement.

       

      In
        accordance with the terms of the Trust Agreement, we hereby authorize you
        to
        commence liquidation of the Trust Account to the effect that, on the
        Consummation Date, all of funds held in the Trust Account will be immediately
        available for transfer to the account or accounts that the Company and Rodman
        shall direct in writing on the Consummation Date.

       

      On
        the
        Consummation Date (i) counsel for the Company shall deliver to you written
        notification that (a) the Business Combination has been consummated, and
        (b) the
        provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
        to
        the extent applicable; (ii) the Company shall deliver along with the oath
        and
        report of inspector of election certified by an independent inspector which
        may
        be the Trustee or as otherwise appointed by Rodman (collectively, the “Report”);
        and (iii) the Company shall deliver to you written instructions with respect
        to
        the transfer of the funds held in the Trust Account (“Instruction Letter”). You
        are hereby directed and authorized to transfer the funds held in the Trust
        Account immediately upon your receipt of the counsel’s letter, the Report,
        evidence of delivery of the Stock Certificates, the Officers’ Certificate and
        the Instruction Letter, (the “Deliverables”) in accordance with the terms of the
        Instruction Letter. Notwithstanding the foregoing, upon verification of receipt
        by you of the Deliverables, we hereby agree and acknowledge that the Property
        (as defined in the Trust Agreement) in the Trust Account shall be distributed
        as
        follows: (1) first, to Rodman by wire transfer (or as otherwise directed
        by
        Rodman) in immediately available funds, the aggregate amount of $___________
        (or
        $_____________ as applicable) plus any interest accrued thereon; and (2)
        thereafter, to any other Beneficiary (as defined in the Trust Agreement)
        in
        accordance with the terms of the Instruction Letter. In the event that certain
        deposits held in the Trust Account may not be liquidated by the Consummation
        Date without penalty, you will notify the Company and Rodman of the same
        and the
        Company and, if the amount set forth in clause (1) shall not have been paid
        in
        full, the Company and Rodman shall issue joint written instructions directing
        you as to whether such funds should remain in the Trust Account and distributed
        after the Consummation Date to the Company and/or Rodman. Upon the distribution
        of all the funds in the Trust Account pursuant to the terms hereof, the Trust
        Agreement shall be terminated.

       

      In
        the
        event that the Business Combination is not consummated on the Consummation
        Date
        described in the notice thereof and we have not notified you on or before
        the
        original Consummation Date of a new Consummation Date, then the funds held
        in
        the Trust Account shall be reinvested as provided in the Trust Agreement
        on the
        business day immediately following the Consummation Date as set forth in
        the
        notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	 	 
	 	 Very truly yours,
	 	 
	 	ARGYLE
                SECURITY ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Bob Marbut, 

                Co-Chief Executive Officer 

              
	 	 


      

      
        	 	 	 
	 	By:  	 
	 	
                
                  

                

                Ron Chaimovski, 

                Co-Chief Executive Officer

              
	 	 


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        B

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      American
        Stock Transfer 

      &
        Trust Company

      59
        Maiden
        Lane 

      New
        York,
        New York 10038

      Attn:
        

       

      
        	
              	Re:	
                    Trust
                  Account No. [     ] Termination
                  Letter

              


      

       

      Gentlemen:

       

      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between Argyle
        Security Acquisition Corporation (“Company”) and American Stock Transfer &
        Trust Company (“Trustee”), dated as of _____________, 2005 (“Trust Agreement”),
        this is to advise you that the Board of Directors of the Company has voted
        to
        dissolve and liquidate the Company. Attached hereto is a copy of the minutes
        of
        the meeting of the Board of Directors of the Company relating thereto, certified
        by the Secretary of the Company as true and correct and in full force and
        effect.

       

      In
        accordance with the terms of the Trust Agreement, we hereby (a) certify to
        you
        that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
        Statute have been met and (b) authorize you, to commence liquidation of the
        Trust Account. You will notify the Company and JPMorgan Chase NY Bank
        (“Designated Paying Agent”) in writing as to when all of the funds in the Trust
        Account will be available for immediate transfer (“Transfer Date”). The
        Designated Paying Agent shall thereafter notify you as to the account or
        accounts of the Designated Paying Agent that the funds in the Trust Account
        should be transferred to on the Transfer Date so that the Designated Paying
        Agent may commence distribution of such funds in accordance with the Company’s
        instructions. You shall have no obligation to oversee the Designated Paying
        Agent’s distribution of the funds. Upon the payment to the Designated Paying
        Agent of all the funds in the Trust Account, the Trust Agreement shall be
        terminated.

       

      
        
          	 	 	 
	 	 Very truly yours,
	 	 
	 	ARGYLE
                  SECURITY ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
                    

                  

                  Bob Marbut, 

                  Co-Chief Executive Officer 

                
	 	 


        

        
          	 	 	 
	 	By:  	 
	 	
                  
                    

                  

                  Ron Chaimovski, 

                  Co-Chief Executive Officer

                
	 	 


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

                FOR
                  TELEPHONE CALL BACK

              	 	
                AUTHORIZED

                TELEPHONE
                  NUMBER(S)

              
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                Argyle
                  Security Acquisition Corporation

                200
                  Concord Plaza, Suite 700

                San
                  Antonio, Texas 78216

                Attn:
                  Bob Marbut, Co-Chief Executive Officer

              	 	
                 

                 

                (210)
                  829-8779

              
	 	 	 
	
                Trustee:

              	 	 
	 	 	 
	
                American
                  Stock Transfer & Trust Company

                59
                  Maiden Lane 

                New
                  York, New York 10038

                Attn:
                  

              	 	
                (212)
                  936-5100

              


      

       

      
        
          
          

        

        
          4