[Logo Omitted] MDI
SECURITY SYSTEMS




December 8, 2005

Mr. Minh Phan
President
Advanced Security Link
1690 Scenic Ave.
Costa Mesa, California 92626

Mr. Minh Phan
Ecomatrix Funding, Inc.
1690 Scenic Ave.
Costa Mesa, California 92626



Dear Minh:

     After  discussions  between us over several months, it has been agreed that
MDI, Inc. will purchase from Ecomatrix Funding,  Inc. and Advanced Security Link
certain  assets (the  "Assets") of Advanced  Security Link ("ASL") and take over
ASL's on-going business.


     1.  Assets  Purchased  - The Assets to be  purchased  will be  specifically
identified on mutually agreed to schedules to be provided to MDI at the Closing.
They will include the following assets used in the ASL Business:

          i.   intellectual property rights;
          ii.  customer and supplier agreements;
          iii. leases used in the ASL Business (MDI will pay 50% of the costs of
               leasing and operating the ASL offices);
          iv.  books, records. manuals; and
          v.   property and equipment located at the ASL facility.

MDI is not purchasing:

          i.   cash or cash equivalents;
          ii.  accounts receivable; and
          iii. inventory or raw materials.

MDI is not assuming:

          i.   any liabilities,  including accounts payable (except for mutually
               agreed on materials  and supplies on order that will be delivered
               after the Closing);
          ii.  any employment, severance or benefit obligations that exist as of
               the Closing Date, unless they are for the  period,lanuaiy 1, 2006
               forward.


            9725 Datapoint Dr. Suite 200 o San Antonio, Texas 78229
          o Tel: 210-4477-5400 o Fax: 210-477-5401 o www.mdisecure.com


                                                                  [LOGO OMITTED]

<PAGE>

     Purchase Price and Payment

     The  purchase  price is 2,000,000  shares of the Common stock of MDI,  Inc.
(the  "Shares").  At Closing,  the Transfer  Agent of MDI will be  instructed to
issue a certificate representing 2,000,000 restricted shares.

     The  Shares  to be  delivered  are not  registered  with the  Securities  &
Exchange  Commission  ("SEC")  as  such,  they  shall  be  issued  to you with a
"restrictive  legend" noting that they are not registered and they are of freely
transferable. MDI will prepare and file with the SEC a Registration Statement on
the appropriate form within thirty (30) days following the Closing.


     Employment

     We shall offer  employment to the employees of ASL on terms and  conditions
and at  compensation  levels to be agreed  upon.  ASL will  provide MDI with the
employment and medical  histories of all ASL employees.  MDI will not assume any
liabilities existing at the time of Closing relating to these employees.

     Minh Phan Consultin; Arrangement

     At the Closing,  MDI and Minh Phan will enter into a three year  consulting
agreement  pursuant  to which Mr. Phan  agrees to manage the ASL  operations  on
behalf of MDI. Under this consulting  arrangement,  Mr. Phan also agrees that he
will be  available  to perform  other  functions  for MDI when asked.  Minh Phan
agrees that for three years after the Closing he will not engage or  participate
in any way with any  business  except  on behalf  of MD1 and its  assigns)  that
competes with the business of ASL or MDI.

     Investigation

     MDI has executed this agreement based upon available  information regarding
ASL. If at Closing,  the assets or the ASL Business is materially different than
as described, MDI may elect not to Close.

     Minh Phan has been provided all information about MDI that he has requested
and has had spoken with management of MDI about MDI, its business and the common
stock of MDI traded on The NASDAQ SmallCap Market.

     The  obligation  of MDI to Close is  conditioned  on final  approval of its
Board of Directors.

     Publicity

     MDI and ASL agree to issue a press release  following the execution of this
Agreement.

     Expenses and Commission


     Each of the parties will pay its own expenses  incurred in connection  with
     the proposed transactions.

     Closing

     It is expected  that the Closing will take place on January 2, 2006. At the
Closing, MDI shall be given:

     Bill of sale and other instruments of assignment and transfer  transferring
to it (or its assigns) title to

          b.   Assignments of leases,  contracts and other  agreements  covering
               the  leases,  contracts  and  other  agreements  covered  by this
               Agreement; and

          c.   All books of  account,  records,  (files,  documents  and  papers
               relating to the business of ASL.

The parties  each agree to execute and deliver at or aver the CIosing  Date such
other  instruments  and  documents  as shall  be  reasonably  necessary  for the
implementation  and  consummation  of  the  transactions  contemplated  by  this
Agreement.

Yours very truly,

MDI, INC.

By: J. Collier Sparks
---------------------
By: J. Collier Sparks
Its: CEO & President




AGREED AND ACCEPTED:


By: Minh Phan
---------------------
Minh Phan
Its: President
Date: 12-08-05


Ecomatrix Funding, Inc.

By: Minh Phan
---------------------
Its:
Date: 12-08-05