STAM1-618313-11
03/30/98 6:49 PM



               ASSET PURCHASE AND SALE AGREEMENT

                   DATED AS OF MARCH 5, 1998,

                          by and among

                    SECURITY SYSTEMS, INC.,

                         JAMES W. LEES,

                        EDWARD A. SILVEY

                              and

                                     ALARMGUARD,             INC.
                       TABLE OF CONTENTS


1. Assets to be Sold and Purchase Price                         6
     1.1 Assets                                                 6
     1.2 Excluded Assets                                        8
     1.3 Assumed Obligations                                    8
     1.4 Excluded Obligations                                   9
     1.5 Purchase Price                                         9
     1.6 Asset Transfer                                         9
     1.7 Allocation of Purchase Price                          10
     1.8 Payments                                              10
     1.9 Closing Revenue Adjustment                            10
     1.10 Revenue Guarantee Adjustment                         12
     1.11 Accounts Receivable                                  12
     1.12 Best Efforts.                                        13
     1.13 Taxes                                                13


2. Assumption of Liabilities                                   13


3. Representations and Warranties of Seller and Stockholders   13
     3.1 Incorporation, Powers and Qualification               13
     3.2 Authority                                             14
     3.3 No Conflict                                           14
     3.4 Financial Information                                 14
     3.5 Ownership of Property                                 15
     3.6 Litigation; Liabilities                               15
     3.7 Compliance; Hazardous Substances                      15
     3.8 Customer Lists                                        16
     3.9 Parties                                               16
     3.10 No Broker                                            16
     3.11 Material Statements                                  16
     3.12 Tax Matters                                          16
     3.13 Alarm Systems                                        17
     3.14 Condition of Assets Upon Transfer                    17
     3.15 Contracts and Commitments                            17
     3.16 Intellectual Property                                18
     3.17 Employee  Benefit  Plans; Wages  and  Benefits  of
          Seller Employees.                                    18
     3.18 Labor and Employee Relations                         19
     3.19 Indebtedness                                         19
     3.20 Books and Records                                    19
     3.21 Powers of Attorney                                   19
     3.22 Customer Claims Insurance                            19
     3.23 Non-Compete Agreements/Goodwill Rights               19
     3.24 Limitations.                                         19


4. Representations and Warranties of Purchaser                 20
     4.1 Incorporation, Powers and Qualification               20
     4.2 Authority                                             20
     4.3 No Conflict                                           20
     4.4 No Broker                                             20
     4.5 Material Statements                                   20


5. Pre-Closing Covenants                                       21
     5.1 Conduct of Business                                   21
     5.2 Insurance                                             22
     5.3 Employee Meetings                                     22
     5.4 Access to Properties                                  23
     5.5 Confidentiality; No Disclosure                        23


6. Conditions Precedent to the Closing                         23
     6.1 Conditions   Precedent  to   the   Obligations   of
          Purchaser                                            23
     6.2 Representations and Warranties True as of Closing     23
     6.3 Obligations,  Covenants, Agreement  and  Conditions
          Performed                                            23
     6.4 No Material Change                                    24
     6.5 Delivery of Closing Documents                         24
     6.6 No Actions, etc.                                      24
     6.7 Necessary Consents                                    24


7. Closing.                                                    24


8. Post Closing                                                26
     8.1 Warranties and Representations                        26
     8.2 Seller's Obligations                                  26
     8.3 State Filings                                         26
     8.4 Assumption of Obligations                             26
     8.5 Access to Information                                 26
     8.6 Use of Trade Names                                    26
     8.7 Mail and Communications                               26
     8.8 Telephone Numbers                                     27
     8.9 Employee and Other Accounts                           27


9. Indemnification                                             27
     9.1 Indemnification by Seller and Stockholders            27
     9.2 Indemnification by Purchaser                          28
     9.3 Limitation of Indemnity.                              28


10. Miscellaneous                                              28
     10.1 Notices                                              28
     10.2 Expenses                                             30
     10.3 Risk of Loss                                         30
     10.4 Benefit and Burden                                   30
     10.5 Governing Law                                        30
     10.6 Assignment                                           30
     10.7 Attorneys' Fees                                      31
     10.8 Further Assurances                                   31
     10.9 Severability                                         31
     10.10 Jurisdiction; Waivers                               31
     10.11 Entire Agreement                                    31
     10.12 Number and Gender                                   32
     10.13 Headings for Convenience                            32
     10.14 Amendments                                          32
     10.15  Execution of Counterparts                          32

                     EXHIBITS AND SCHEDULES


Exhibit A-1:   The Tangible Assets
Exhibit A-2:   The Intangible Assets
Exhibit A-3:   Service Contracts
Exhibit A-4:   Leases of Real and Personal Property; Motor
               Vehicles
Exhibit A-5:   Telephone Numbers
Exhibit A-6:   Intentionally Omitted
Exhibit A-7:   Work in Process
Exhibit B-1:   Excluded Assets
Exhibit B-2:   Allocation of Aggregate Purchase Price
Exhibit C:     Escrow Agreement
Exhibit D:     Consulting Agreement
Exhibit E:     Form of Non-Compete Agreement
Exhibit F:     Form of Opinion of Seller's Counsel


SCHEDULE 3.1:                 Ownership of Securities
SCHEDULE 3.5:                 Title to Assets
SCHEDULE 3.6:                 Pending Litigation or Proceedings
Involving Seller
SCHEDULE 3.8:                 Increases in Rates
SCHEDULE 3.15:                Contracts and Commitments
SCHEDULE 3.16:                Seller's Intellectual Property
SCHEDULE 3.17(a):                  Seller's Employee Benefit
Plans
SCHEDULE 3.17(d):                  Seller's Employees
SCHEDULE 3.18:                Labor and Employee Relations
SCHEDULE 3.19:                Indebtedness
SCHEDULE 3.22:                Material Customer Claims
SCHEDULE 3.23:                               Seller's Rights
                              Under Noncompetition Obligations



               ASSET PURCHASE AND SALE AGREEMENT


      THIS  ASSET  PURCHASE AND SALE AGREEMENT  (as  amended  and
supplemented from time to time, this "Agreement") is made  as  of
March  5, 1998, by and among SECURITY SYSTEMS, INC. d/b/a  SENTRY
PROTECTIVE   SYSTEMS,  a  Massachusetts  corporation   with   its
principal  place  of  business at 110  Florence  Street,  Malden,
Massachusetts  02148  ("Seller"),  JAMES  W.  LEES  ("Lees")  and
EDWARD  A. SILVEY ("Silvey"), each having an address in  care  of
Seller  (Lees and Silvey, collectively, the "Stockholders"),  and
ALARMGUARD, INC., a Delaware corporation with its principal place
of business at 125 Frontage Road, Orange, CT 06477 ("Purchaser").

                          WITNESSETH:

      WHEREAS,  Seller  is  engaged in  the  electronic  security
(burglar and fire alarm) business primarily in New England  under
the tradename "Sentry Protective Systems" and is also engaged  in
the  uniformed  personnel security (guard  and  patrol)  business
primarily  in New England under the tradenames Security  Systems,
Inc. and S.S.I.; and

      WHEREAS, Seller desires to sell to Purchaser, and Purchaser
desires  to purchase from Seller, certain of the assets  used  by
Seller  in the burglar and fire alarm business primarily  in  New
England  (the  "Business"),  which  Business  shall  not  include
Seller's uniformed guard and patrol business; and

      NOW,  THEREFORE, in consideration of the mutual  agreements
set  forth  herein, and for other good and valuable consideration
received  or to be received as stated herein, the sufficiency  of
which  is  hereby  acknowledged,  the  parties  hereto  agree  as
follows:

     1.   Assets to be Sold and Purchase Price.

      1.1   Assets.  Subject to the terms and conditions of  this
Agreement  and in reliance on the representations and  warranties
set  forth  herein, on the Closing Date (as hereinafter defined),
Seller shall sell, assign and deliver to Purchaser, and Purchaser
shall  purchase  from Seller, free and clear  of  all  Liens  (as
hereinafter defined), all of the assets, properties and rights of
every   kind,   nature  and  description,  whether  tangible   or
intangible,  of the Business, excluding only the Excluded  Assets
(as  hereinafter  defined), all as the same shall  exist  on  the
Closing  Date.   Seller represents that all of Seller's  tangible
assets used in the Business are set forth on Exhibit A-1 attached
hereto.  Seller represents that all of Seller's intangible assets
used  in  the  Business  are set forth on  Exhibit  A-2  attached
hereto.  Such assets, properties and rights used in the Business,
excluding  only the Excluded Assets, as the same shall  exist  on
the  Closing  Date, are referred to herein as the  "Assets",  and
shall include without limitation the following:

      (a)   Seller's alarm system lease, monitoring,  maintenance
and  other  service contracts described in Exhibit  A-3  attached
hereto and made a part hereof; and

      (b)   all  of Seller's trademarks, service marks associated
with the Business; and

      (c)   the motor vehicle leases used or usable in connection
with  the Business, to the extent same can be assigned,  and  the
motor  vehicles described in Exhibit A-4 and made a part  hereof;
and

      (d)  all of Seller's goodwill associated with the Business,
including  without  limitation  any  non-compete  agreements   or
goodwill  rights  held  by  Seller  as  the  result  of  business
acquisitions or from employment arrangements; and

      (e)  the use of the name "Sentry Protective Systems" in the
security and alarm industry at all times after the Closing  Date;
and

      (f)  use of the telephone numbers listed in Exhibit A-5 and
made a part hereof and the advertisements used in connection with
the  Business placed in the "Yellow Pages," "Yellow Book" or  any
similar  local periodical, to the extent Seller can  confer  such
right,  including without limitation any contracts for  telephone
service; and

      (g)   Seller's pending contracts for installation of  alarm
systems  listed on Exhibit A-7 attached hereto and  made  a  part
hereof; and

      (h)   all central station equipment that is owned or leased
by Seller and utilized in connection with the Business; and

     (i)  all inventories and supplies of the Business; and

      (j)   all  rights, claims and benefits of Seller under  all
contracts,  leases, service agreements, supply  orders,  purchase
orders,  bids, quotations, understandings, commitments and  other
agreements (including dealer agreements), whether or not written,
including  without limitation all accounts receivable of  Seller,
in each case in connection with the Business; and

      (k)  all of Seller's interest in and claims and rights with
respect  to  all  of  the copyrights, copyright  renewal  rights,
trademarks,  service marks, logos and trade names (and,  in  each
case,   any  applications  therefor)  related  to  the  Business,
including  the name "Sentry Protective Systems" and the  goodwill
appurtenant thereto; and

     (l)  all items of prepaid expense; and

      (m)   all  rights  of  Seller  under  or  pursuant  to  all
warranties,  representations and guarantees made by suppliers  or
other  parties affecting the Assets, or by providers of  services
furnished  to  Seller  or  affecting the  Assets,  in  each  case
relating to the Business; and

      (n)   all  licenses,  permits, or other authorizations  for
operating  the Business held by Seller to the extent  assignable;
and

      (o)   all books, records, files and papers, whether in hard
copy  or computer format, used in the Business, including without
limitation manuals and data, customer lists, credit files,  sales
and   advertising   materials,  promotional  literature,   market
information, marketing information, information systems, computer
programs  and software, sales and purchase correspondence,  lists
of  present  supplies, and copies of all personnel and employment
records for the Seller Employees (as hereinafter defined) used in
or  relating  to  the  Assets or the Business  (collectively  the
"Records"); and

     (p)  the trade secrets of Seller related to the Business.

      1.2   Excluded  Assets.   The following  assets  of  Seller
(collectively,  the "Excluded Assets") are not  included  in  the
Assets:   (a) cash and cash equivalents; (b) deposits with  third
parties   (other  than  deposits  in  connection   with   Assumed
Obligations); (c) any agreement pursuant to which a  third  party
provides  monitoring  or  maintenance services  to  customers  of
Seller;  (d)  contracts  with customers which  are  not  Customer
Contracts (as defined below); (e) any leases of real or  personal
property  other  than  leases  of  personal  property  listed  on
Exhibit A-4 hereto; (f) the assets (including any vehicles  owned
by  Seller which Purchaser has determined not to purchase) listed
on  Exhibit B-1 hereto; (g) Seller's right to receive payments as
the result of litigation with former customers to which Seller is
not,  as  of  the Closing Date, providing any services;  (h)  all
interests of Seller in, and all obligations of Seller under,  any
Employee  Benefit Plans (as hereinafter defined); (i) all  assets
of  Seller used solely in its uniformed personnel security (guard
and   patrol)   business,  including  its   contracts,   accounts
receivable,  goodwill, inventory and other assets  including  the
corporate  name  Security  Systems  Inc.  and  its  trade   names
"Security Systems" and "SSI"; (j) all interests of Seller in  the
Genesis software provided by ITI, provided, however, that  Seller
shall  permit Purchaser to utilize such software for a period  of
up to one year from the Closing Date without charge or other fee,
except  that  Purchaser shall reimburse Seller for all  fees  and
other  charges  paid to ITI; (k) all interests of Seller  in  its
radio  systems,  provided,  however,  that  Seller  shall  permit
Purchaser to utilize its radio system for a period of up  to  one
year  from the Closing Date without charge, except that Purchaser
shall be liable for all costs of repairing or replacing equipment
used  by,  or under the control of, Purchaser from and after  the
Closing  Date; (l) the electrical generator of Seller located  in
Malden,  Massachusetts;  and (m) any  interest  in  the  Class  C
Contractors License held by Lees.

      1.3   Assumed Obligations.  At the Closing, Purchaser shall
assume and, subject to all rights of offset, defenses,  causes of
action,  counterclaims  and claims of any  nature  against  third
persons that may be available to Seller in respect of the Assumed
Obligations,  agree to satisfy and discharge, as the  same  shall
become due, all of the liabilities and obligations of Seller (the
"Assumed   Obligations")   under   the   contracts,   agreements,
commitments  and leases of Seller, including but not  limited  to
the  service  and monitoring agreements between  Seller  and  its
burglar   and   fire  alarm  customers,  which  are  specifically
identified  in Exhibit A-3, Exhibit A-4 and/or Exhibit  A-2,  and
are  assigned  to  Purchaser at Closing, if  and  to  the  extent
assignable,  but  only  to the extent any  such  liabilities  and
obligations  arise  and accrue or are to be performed  after  the
Closing.

     1.4  Excluded Obligations.  Purchaser shall not assume or be
responsible   for   any   liabilities,  obligations,   debts   or
commitments   of  Seller  other  than  the  Assumed  Obligations.
Without  limiting  the  generality of the  immediately  preceding
sentence, Purchaser shall not have any obligation to any party to
this Agreement to hire any employee of Seller other than Lees  as
a consultant or to pay any employment related expense of Seller.

     1.5  Purchase Price.  The total purchase price to be paid by
Purchaser  to Seller for the Assets (the "Purchase Price")  shall
be an amount equal to (i) 48 times Seller's Net Monthly Recurring
Revenue (as hereinafter defined) as of the Closing Date (ii) plus
12  times Seller's Wholesale NMRR (as hereinafter defined) as  of
the  Closing  Date,  (iii)  plus 40 times  Seller's  Net  Monthly
Recurring  Revenue to be derived from the customers  constituting
high  volume Work in Process as set forth on Exhibit A-7(a)  that
is  installed  within 60 days of the Closing Date, (iv)  plus  40
times  Seller's Net Monthly Recurring Revenue to be derived  from
customers  constituting custom Work in Process as  set  forth  on
Exhibit   A-7(b)  installed  by  Purchaser  or  its   agents   or
representatives,  and  (v) less the amount of  Seller's  Deferred
Service Revenue (as hereinafter defined) as of the Closing  Date,
plus  the fair market value of Seller's inventory on the  Closing
Date (valued at 100% of the cost of new and usable inventory  and
50% of the cost of used and usable inventory), plus the amount of
Seller's accounts receivable as of the Closing Date as agreed  on
prior  to  the  Closing, minus a bad debt  reserve  for  Seller's
uncollectible accounts receivable as of the Closing  Date  in  an
amount agreed on prior to the Closing and minus all deposits held
by  Seller for any work or services not yet completed other  than
deposits for Work in Process (the aggregate of all additions  to,
or  deductions from, the Revenue Purchase Price set forth in  (v)
shall  be  referred  to herein as the "Working  Capital  Purchase
Price").  The sum of (i) and (ii) above is referred to herein  as
the  "Revenue  Purchase Price".  For purposes of this  Agreement,
"Deferred  Service Revenue" means amounts billed on or  prior  to
the  Closing Date for prepaid services to be rendered on or after
the  Closing Date.  All costs of installation of Work in  Process
set forth on Exhibit A-7(a) shall be borne solely by Seller.   As
used  herein, the term net gross margin of Purchaser  shall  mean
(i)  the aggregate installation gross revenue actually billed and
received by the Purchaser less the applicable direct installation
labor cost calculated at the agreed-upon rate of $24.00 per hour,
less  direct  equipment costs, less the cost of any direct  sales
commissions, in each case paid by Purchaser (ii) divided  by  the
aggregate   gross  revenue  billed  and  received  by  Purchaser.
Notwithstanding any other provision herein, the net gross  margin
for all installations referred to in Exhibit A-7(b) shall not  be
less  than 20% and to the extent a net gross margin is less  than
20%,  Seller  will  pay  Purchaser on  the  Adjustment  Date  the
shortfall, if any, necessary to make the net gross margin on  all
such  installations  not  less  than  20%.   The  Purchase  Price
determined  under this Section 1.5 shall be subject to adjustment
as provided in Sections 1.9, 1.10 and 1.11, but, not withstanding
any  other provision of this Agreement, the Purchase Price  shall
not be reduced to an amount less than $11,000,000.

      1.6   Asset  Transfer.   At the Closing,  upon  Purchaser's
making of the payment required to be made at the Closing pursuant
to  Section 1.8, Seller shall deliver to Purchaser possession  of
the   Assets  and  shall  further  deliver  to  Purchaser  proper
assignments, conveyances and warranty bills of sale sufficient to
convey to Purchaser good and marketable title to the Assets, free
and  clear  of all liens, mortgages, leases, pledges, conditional
sales  agreements, security interests, options, charges,  claims,
restrictions and encumbrances of any kind ("Liens"), subject only
to  the Assumed Liabilities, as well as such other instruments of
conveyance  as  may  be  necessary or appropriate  to  effect  or
evidence the transfers contemplated hereby.

      1.7   Allocation  of  Purchase Price.  The  Purchase  Price
determined under Section 1.5 shall be allocated as set  forth  on
Exhibit B-2 hereto.

      1.8  Payments.  (a)  Purchaser has previously paid $250,000
to  Seller  as  a deposit on the Purchase Price and Purchaser  is
paying Seller an additional $600,000 as additional deposit on the
date hereof.  If the Closing fails to occur as a result of Seller
or  Stockholder having failed to satisfy a condition set forth in
Section 6 hereof, Seller shall promptly return the full amount of
the deposit to Purchaser.

      (b)   Purchaser shall make the following payments to Seller
(subject to adjustment as provided herein) at the Closing  or  on
the  Adjustment Date, as applicable, on account of  the  Purchase
Price determined in accordance with Section 1.5 using the amounts
of  Net  Monthly Recurring Revenue, Wholesale NMRR  and  Deferred
Service Revenue certified by Seller on the Closing Date, provided
that  solely for purposes of calculating amounts payable  on  the
Closing  Date, the amounts of Net Monthly Recurring  Revenue  and
Wholesale  NMRR  to be certified by Seller on  the  Closing  Date
shall  be reduced by (i) 50% of the Net Monthly Recurring Revenue
and  Wholesale  NMRR relating to customers whose  oldest  invoice
relating  to recurring revenue is outstanding more than  90  days
but  less  than  121  days,  and (ii) 100%  of  the  Net  Monthly
Recurring Revenue and Wholesale NMRR relating to customers  whose
oldest  invoice relating to recurring revenue is outstanding  for
more than 120 days.  The Purchase Price shall be adjusted as  set
forth in this Agreement.

      (c)  On the Closing Date, Purchaser shall pay to Seller  by
wire  transfer  (x) 90% of the Revenue Purchase  Price,  plus  or
minus  (y) 100% of the Working Capital Purchase Price, minus  (z)
all amounts previously paid to Seller as a deposit.

     (d)  On the Closing Date, Purchaser shall pay the balance of
the  Purchase  Price,  as adjusted herein  to  the  Escrow  Agent
specified  in the Escrow Agreement attached hereto as Exhibit  C.
On  the Adjustment Date, the Seller shall be paid the balance  of
the  Purchase Price and the Escrow Agent shall pay the Seller and
the Purchaser, pursuant to the terms of the Escrow Agreement, the
amount  then held in escrow.  If the Purchase Price, as adjusted,
is  less  than  the  payment made to Seller pursuant  to  Section
1.8(c), Seller shall pay to Purchaser, on the Adjustment Date, by
certified  or cashier's check or by wire transfer, the amount  of
such excess.

     1.9  Closing Revenue Adjustment.

      (a)   The Purchase Price determined under Section 1.5 shall
be  adjusted upward or downward, as the case may be, on the  date
that  is  nine  months  after the Closing Date  (the  "Adjustment
Date"),  by  (i)  $48 for each dollar that Net Monthly  Recurring
Revenue  from active customers of Seller on the Closing Date  was
greater  than  or  less than the amount of Net Monthly  Recurring
Revenue certified by Seller on the Closing Date, and (ii) $12 for
each  dollar that Wholesale NMRR from active customers of  Seller
on  the Closing Date was greater than or less than the amount  of
Wholesale NMRR certified by Seller on the Closing Date.   Between
the  Closing  Date  and  the  Adjustment  Date,  Purchaser  shall
determine  the  Net Monthly Recurring Revenue and  the  Wholesale
NMRR from active customers on the Closing Date.  A customer shall
be  considered to be an "active customer" on the Closing Date  if
(i)  any  invoice  issued to it by Seller is less  than  90  days
overdue and Seller has not received a notice of cancellation,  or
(ii) on or before the Adjustment Date, the customer has paid  any
invoice  for  recurring  revenue issued by  Purchaser  after  the
Closing Date, or (iii) the customer was not a party to a Customer
Contract  (as  hereinafter defined) on the Closing Date  but  has
signed  a  customer contract with Purchaser before the Adjustment
Date  and  the  customer has paid any recurring  revenue  invoice
issued by Purchaser after the Closing Date by the Adjustment Date
or  (iv)  the  Customer  is at a location for  which  the  Seller
previously  provided  service and the Customer  reactivates  such
service and has paid any recurring revenue invoices issued by the
Purchaser  after  the  Closing Date by  the  Adjustment  Date.  A
customer  shall only be considered other than an active  customer
on the Closing Date if (i), on or before the Adjustment Date, the
Purchaser,  as a result of non-payment, has canceled  service  in
writing or has given written notice of cancellation, or (ii),  on
the  Closing Date, Seller is not providing services for recurring
revenue, unless reactivated pursuant to clause (iv) above.

      (b)   The  Purchase Price shall also be adjusted upward  or
downward  on the Adjustment Date by $1 for each $1 that  Deferred
Service Revenue on the Closing Date was greater than or less than
the amount of Deferred Service Revenue certified by Seller on the
Closing  Date.  Purchaser shall have the right to verify Seller's
calculation of Deferred Service Revenue after the Closing Date.

      (c)  For purposes of this Agreement, "Net Monthly Recurring
Revenue"  means, as of a given date, the total recurring  regular
monthly  amounts  billed  to Seller's commercial  or  residential
customers  who have a direct account with Seller (which customers
shall  not  include  any person or entity  that  resells  any  of
Seller's  services) with installed systems (billings  made  other
than  on  a  monthly  basis shall be adjusted to  the  equivalent
monthly   amount)   under  Customer  Contracts   for   electrical
protection, monitoring, closed circuit television, access control
services, guard response services, fire and police panel  charges
and equipment lease rental and charges and fire testing, less all
monthly  charges  incurred by Purchaser after  the  Closing  Date
(charges billed to Purchaser other than on a monthly basis  shall
be  adjusted  to the equivalent monthly amount) for  direct  wire
telephone  lines used to transmit alarm signals,  antenna  rental
charges  for  radio frequency alarm systems, answering  services,
sales  taxes,  false alarm charges not rebillable  to  customers,
guard  response costs, city franchise and police panel  fees  and
charges paid by Purchaser for receiving alarms applicable to such
accounts, if any (collectively, "Charges").  For purposes of this
Agreement, "Wholesale NMRR" means, as of a given date, the  total
recurring  regular  monthly amount billed to  Seller's  wholesale
accounts pursuant to which Seller provided monitoring services to
entities reselling Seller's services, less Charges.  For purposes
of  this  Section  1.9,  Charges shall be  determined  (A)  under
contracts in existence at the Closing Date and (B) from  invoices
to  pay Charges received by Purchaser or Seller, as the case  may
be,  prior  to  the  Adjustment Date for the monthly  period  (or
greater period including the monthly period) in which the Closing
Date occurs.

      (d)   For  purposes of this Agreement, "Customer Contracts"
means  valid contracts calling for recurring payments  for  alarm
system  leasing, monitoring or maintenance or other services,  at
least  90% of which are in writing and are duly executed  by  all
purported parties thereto (which, for residential customers shall
mean  that at least one of the owners or lessees of the residence
has  signed),  have an original term of at least  one  year,  and
contain provisions that state that unless either party shall give
the  other  written notice of intent to terminate, the  agreement
shall renew for an additional term of one year, and which further
do not contain terms to the effect that same will terminate, give
rise  to a right to terminate or otherwise be at all affected  by
the  sale  of assets contemplated by this Agreement, and  contain
clauses  limiting the liability of the alarm company or companies
which  installed and/or monitor said alarm systems  or  equipment
which  are  customary  in the industry and which  are  valid  and
enforceable in the jurisdiction whose law governs said contracts.

      (e)   Notwithstanding any of the foregoing provisions,  the
Purchase  Price  shall  not be reduced to  an  amount  less  than
$11,000,000.

      1.10  Revenue  Guarantee  Adjustment.  The  Purchase  Price
determined under Section 1.5 shall be further reduced by 48 times
the amount by which Net Monthly Recurring Revenue and by 12 times
the  amount  by which Wholesale NMRR as of the date that  is  six
months  after  the  Closing  Date (the "Calculation  Date")  from
active customers on the Closing Date is less than 94% of the  Net
Monthly Recurring Revenue and Wholesale NMRR, respectively,  from
active customers on the Closing Date, as finally determined under
Section  1.9.  A Customer shall be considered an active  customer
on  the Calculation Date if (i) it was an active customer on  the
Closing Date as provided in Section 1.9(a), (ii) any invoice  for
recurring  revenue is less than ninety days past  due,  (iii)  it
continues to be provided services by Purchaser for which  monthly
or recurring revenue is billable, and (iv) Purchaser has not been
given  notice  of  cancellation by the customer.  Notwithstanding
the foregoing, a customer whose invoice for recurring revenue  is
over ninety days past due shall only be considered other than  an
active  customer  on the Calculation Date if, on  or  before  the
Adjustment  Date,  the Purchaser as a result of non-payment,  has
canceled  service  in  writing  or  has  been  given  notice   of
cancellation.   There shall be excluded from such  reduction  any
account  which is canceled due to (i) a notice from Purchaser  of
an increase, or due to an actual increase, in rates by Purchaser,
or (ii) Purchaser failing to provide monitoring or other services
consistent  with Seller's past practices and staffing levels  for
any  period  of  time,  or  (iii) a  customer  entering  into  an
equivalent contract with an affiliate (as hereinafter defined) of
Purchaser.  There shall also be excluded from such reduction  any
customer  who  ceases being an active customer of  Purchaser  but
again  becomes  an active customer of Purchaser or its  affiliate
prior to the Adjustment Date (net of any costs or expenses of the
Purchaser or its affiliate entering into new contracts).   Seller
shall make a payment in the amount of such adjustment, if any, on
the  Adjustment  Date in accordance with Section  1.8.   As  used
herein, an "affiliate" shall be defined as an entity controlling,
controlled  by  or  under  common control  with  another  entity.
Purchaser shall provide Seller and Lees with reasonable notice of
each  account  for which Purchaser receives notice of  intent  to
cancel  prior  to the time Purchaser terminates service  to  that
account,  and  shall further cooperate with Lees  in  the  timely
making of reasonable attempts to save any such accounts.

     1.11 Accounts Receivable.  Unless otherwise specified by the
Customer  in writing, payments received from customers of  Seller
by  Purchaser  after the Closing Date shall  be  applied  to  the
oldest  invoice outstanding.  Purchaser shall have the  right  to
verify the amounts of the accounts receivable of Seller as of the
Closing  Date  after  the  Closing  Date.   Each  of  Seller  and
Purchaser  shall  have the right to verify  amounts  received  by
Purchaser  or  Seller,  respectively,  for  payment  of  Seller's
accounts   receivable  by  audits  conducted   by   Seller's   or
Purchaser's   respective  accountants  conducted  at   reasonable
intervals.  Prior to the Adjustment Date, Purchaser shall provide
to  Seller an accounting every week after the Closing as  to  the
accounts  receivable received by Purchaser.   On  the  Adjustment
Date,  the Purchase Price shall be reduced to the extent  of  the
face  value  of  any  of  the accounts  receivable  purchased  by
Purchaser  from  Seller at Closing which  are  not  collected  by
Purchaser prior to the Adjustment Date, less the bad debt reserve
referred to in Section 1.5, and shall further cooperate with Lees
in  the  timely  making of reasonable attempts to save  any  such
account.

      1.12 Best Efforts. Purchaser shall use its best efforts  to
provide  monitoring  and  repair  services  to  Seller's   former
customers and collect its accounts receivable in accordance  with
ordinary and customary practices in the alarm industry.

     1.13 Taxes.    Purchaser shall pay all sales, use, transfer,
conveyance, registration, stamp and VAT or other similar taxes or
duties (collectively "Transfer Taxes") arising out of or incurred
in  connection with the transfer of the Assets pursuant  to  this
Agreement.

      2.   Assumption of Liabilities.  Purchaser shall assume  no
liabilities  or obligations of Seller other than (x) the  Assumed
Obligations; and (y) the liabilities and obligations arising  out
of  the  operation of the Assets after the Closing Date ((x)  and
(y)  collectively, the "Assumed Liabilities").  On and after  the
Closing Date, (a) Seller shall have no obligations or liabilities
with  regard to Assumed Liabilities; (b) Seller shall  discharge,
when  and  as  they become due and payable, all  liabilities  and
obligations of Seller and/or the Business other than the  Assumed
Liabilities;  and  (c)  Purchaser shall have  no  obligations  or
liabilities  with  regard to any obligations  or  liabilities  of
Seller or the Business, whenever incurred or arising, other  than
the Assumed Liabilities.

       3.     Representations  and  Warranties  of   Seller   and
Stockholders.  Subject to the limitations set forth  in  Sections
1.5,  1.9(e)  and 9.1(a) hereof, in order to induce Purchaser  to
enter  into  this  Agreement and to consummate  the  transactions
contemplated hereby, Seller and each of the Stockholders, jointly
and  severally,  hereby represent and warrant  the  following  to
Purchaser:

      3.1  Incorporation, Powers and Qualification.  Seller is  a
corporation duly organized, validly existing and in good standing
under the laws of the state of Massachusetts and is qualified  to
do  business  as a foreign corporation in those states  in  which
Seller  is  required to be so qualified. Seller has all requisite
corporate  power to execute, deliver and perform  this  Agreement
and to own the Assets and to carry on its businesses as now being
conducted and to own, lease or operate the properties and  assets
(including without limitation the Assets) it now owns, leases  or
operates and holds all permits, licenses, orders and approvals of
all  federal,  state and local governmental or regulatory  bodies
necessary or required therefor.  Seller has no subsidiaries.  The
ownership  of  all  of the issued and outstanding  securities  of
Seller  is  as  set  forth  on  Schedule  3.1  hereto.   Seller's
principal business is not the sale of merchandise from stock.

       3.2   Authority.   The  execution  and  delivery  of  this
Agreement and each of the other documents contemplated hereby  by
Seller and the performance by Seller of its obligations hereunder
and  thereunder  have  been approved by all  necessary  corporate
action,  and  no other proceedings on the part of Seller  or  its
shareholders  will  be  necessary  to  effect  or   approve   the
transactions contemplated by this Agreement or any other document
contemplated  hereby.  Except with regard to the  vehicle  leases
described  in Exhibit A-4, and the use of the telephone  numbers,
facsimile  number and advertising referred to in Section  1.1(f),
no  filing,  notice or recordation with, or consent  or  approval
from  any governmental agency or any third party is required  (a)
in  order  to  permit Seller to enter, or as a result  of  Seller
entering,  into  this  Agreement or (b) in order  for  Seller  to
consummate,   or   as  a  result  of  Seller's  consummation   or
performance  of,  this Agreement or any transaction  contemplated
hereby.   This  Agreement  has been  executed  and  delivered  by
Seller.   This  Agreement and each of the other documents  to  be
delivered  pursuant hereto are and will be the legal,  valid  and
binding  obligations  of Seller, enforceable  against  Seller  in
accordance with their respective terms.

     3.3  No Conflict.  Neither Seller's execution or delivery of
this  Agreement,  nor Seller's consummation of  the  transactions
contemplated  hereby,  nor  Seller's  fulfillment  of  the  terms
hereof,  nor  Seller's compliance with the terms  and  provisions
hereof,  will  conflict with, result in a breach  of  the  terms,
conditions or provisions of, constitute a default under or create
any liability under (a) Seller's certificate of incorporation  or
by-laws,  (b) any agreement or instrument to which  Seller  is  a
party  or by which it or any of its properties is bound or  which
would  in  any  way  have  an adverse effect  on  the  Assets  or
Purchaser's  enjoyment  of any of the  Assets  or  (c)  any  law,
regulation  or ordinance, injunction, decree, order  or  judgment
applicable to or binding upon Seller.

     3.4  Financial Information.  (a)  To the best of Seller's or
Stockholders' knowledge, Seller has no liabilities or obligations
of any nature (contingent or otherwise) except those shown in the
Financial  Statements (as defined below).   Seller has  delivered
to Purchaser (i) financial statements for Seller showing Seller's
balance  sheets  as  of,  and  the  results  of  operations   and
statements  of  changes in equity and cash flows  for  the  years
ended,  December 31, 1994,1995, and 1996, each audited by  Robert
Ercolini  &  Company, Boston, Massachusetts and  (ii)  additional
unaudited financial statements showing Seller's balance sheet  as
of,  and  the results of operations and cash flows for  the  nine
months  ended,  September 30, 1997 (collectively, the  "Financial
Statements").   The Financial Statements have  been  prepared  in
accordance   with   generally  accepted   accounting   principles
consistently applied and do not omit any information necessary to
make  the  information contained therein not misleading.   Seller
has  no undisclosed liabilities, fixed or contingent, matured  or
unmatured, which individually or in the aggregate have  or  would
have a material adverse effect on the Business of Seller.

      (b)   To  the best of Seller's or Stockholders'  knowledge,
since the date of the latest Financial Statement, there has  been
no  material  adverse  change  in  the  condition,  financial  or
otherwise,  of  Seller,  or its assets, liabilities  or  business
prospects  or  any  transaction outside the  ordinary  course  of
business,  any  termination or waiver of rights material  to  the
conduct  of Seller's business, any unpaid commitment to spend  in
excess of $50,000 for capital improvements, any material increase
in  employee wages or consulting fees, if any, or any  change  in
accounting methods.

     (c)  To the best of Seller's or Stockholders' knowledge, all
of  the Records and information in Seller's possession which have
been  or  will  be  revealed  to Purchaser  for  Purchaser's  due
diligence   purposes   and  for  purposes  of   determining   any
adjustments to the Aggregate Purchase Price or otherwise pursuant
to  this Agreement are true, correct and complete in all material
respects.

     (d)  The amounts of Net Monthly Recurring Revenue, Wholesale
NMRR  and  Deferred  Service  Revenue  as  of  the  Closing  Date
certified  by  Seller  pursuant to Section 1.9(a)  are  true  and
correct in all material respects.

      3.5   Ownership  of  Property.   Except  as  set  forth  on
Schedule  3.5 and attached hereto and made a part hereof,  Seller
has,  in all material respects, good and marketable title to  the
Assets free and clear of all Liens of any nature whatsoever.  All
of  the property used in the conduct of the Business is owned  by
Seller  as  an Asset.  Except as set forth on Schedule  3.5,  the
Seller  does  not own or use any Internet domain  name.   At  the
Closing,   Seller  shall  deliver  to  the  Purchaser  good   and
marketable title to the Assets free and clear of all Liens of any
nature  whatsoever.   The Business has been conducted  under  the
names set forth on Schedule 3.5 and at the locations set forth on
Schedule 3.5 for the lesser of five years or since its  dates  of
incorporation.  Except as set forth in Schedule 3.5,  Seller  has
not acquired the assets of  another business during the last five
years.  Seller does not own any real property.

     3.6  Litigation; Liabilities.

     (a)  Except as set forth on Schedule 3.6 attached hereto and
made  a part hereof, Seller is not a party to or threatened with,
nor is there any event which may give rise to, any litigation  or
governmental  or  other proceeding relating to or  in  connection
with  the  Business  in which any person or entity  incurred  any
Damages (as hereinafter defined) prior to the Closing Date.

      (b)   The amounts to be paid to Seller on the Closing  Date
and thereafter under this Agreement are sufficient to satisfy  in
full  all  of  Seller's  obligations to  third  parties,  whether
currently liquidated or not.

     (c)  Seller is not in default of any agreement, nor will the
consummation  of the transactions contemplated by this  Agreement
result  in  such a default, the continued existence of  which  is
material   to  the  continued  operation  of  Seller's   business
(including without limitation the Business).

      3.7   Compliance;  Hazardous Substances.   (a)   Seller  is
operating  and has operated the Business in compliance  with  all
federal,  state and local laws (including alarm company licensing
or  permit  laws), ordinances, regulations and  orders.   Without
limiting  the  generality of the immediately preceding  sentence,
Seller  is in compliance with all employment and employee benefit
laws.

     (a)  Seller has not, nor has any third party, engaged in the
generation, use, manufacture, treatment, transportation,  storage
or  disposal of any Hazardous Substance (as defined below) on  or
from  any  site owned or occupied (now or previously) by  Seller.
Neither  Seller nor any third party has received, nor  is  Seller
aware of any basis for, any notice of violation of any Applicable
Environmental  Law (as defined below) with respect  to  any  site
owned or operated, now or previously, by Seller.

      (b)  "Hazardous Substance" means any substance, chemical or
waste  that is listed as hazardous, toxic or dangerous under  any
Applicable Environmental Law, and any petroleum products.

     (c)  "Applicable Environmental Law" means any federal, state
or  local law, regulation or ordinance which prohibits, regulates
or  limits the use of hazardous, toxic or dangerous materials  or
pollution  of  air  or  water  or  the  destruction  of   natural
resources.

      3.8  Customer Lists.  Attached hereto as Exhibit A-3 is, to
the  best of Seller's knowledge, a true and correct list  of  all
Seller's customers as of the date of this Agreement, representing
no  less than $500,000 of Net Monthly Recurring Revenue, that are
parties  to  Customer  Contracts.  The  list  shows  as  to  each
customer:   name,  billing address, recurring  rate  and  billing
cycle.   Except as set forth on Schedule 3.8, there has not  been
any  general  increase in rates charged to  customers  by  Seller
since January 1, 1997.

      3.9   Parties.   Except as set forth in  Section  3.10,  no
person other than Seller has any right to obtain any payment with
respect to the sale of Seller's Assets as contemplated herein.

      3.10  No  Broker.  Except for the fee payable to  Deerfield
Partners  LLC,  as  to  which Seller  is  solely  liable,  Seller
represents  that it has not dealt with any broker  in  connection
with the transactions contemplated by this Agreement.

      3.11  Material Statements.  No representation  or  warranty
contained  in  this  Agreement,  or  any  document  delivered  to
Purchaser  by  Seller pursuant hereto or in connection  herewith,
contains or will contain an untrue statement of material fact  or
omits  to state any material fact necessary to make any statement
of  fact contained herein or therein not misleading, where a true
statement  or  accurate disclosure would have a material  adverse
effect on the investment decision of the Purchaser to acquire the
Business.

     3.12 Tax Matters.  All federal, state, local and foreign tax
returns  and  tax reports required to be filed at any  time  with
respect  to  the  business  (including  without  limitation   the
Business) and/or assets (including without limitation the Assets)
of Seller have been filed, all of the foregoing are true, correct
and  complete, and all amounts shown as owing thereon  have  been
paid.   Seller has delivered to Purchaser true and correct copies
of Seller's federal, state and local tax returns for the last two
years.

       3.13   Alarm   Systems.   To  the  best  of  Seller's   or
Stockholders'  knowledge, each of the alarm systems  of  Seller's
customers designed, installed, partially installed, or contracted
for  installation by Seller prior to the Closing Date,  and  each
supervisory  alarm panel owned or operated by Seller  as  of  the
Closing  Date, has been, and will, as of the Closing Date  (where
applicable),  be  in  good working order and condition,  ordinary
wear  and  tear,  subscriber negligence  and  subscriber  non-use
excepted,   and  (where  applicable)  will  have  been  designed,
installed  and maintained, and will be operating and operated  in
accordance with good and workmanlike practices which are or  were
customary  in the industry in the locality where the installation
is  located  at the time of design, installation or  maintenance.
With  respect  to  those  alarm  systems  and  panels  where  the
applicable contract calls for it, each such alarm system will  be
designed,  installed,  partially  installed  or  contracted   for
installation  by  Seller  substantially in  accordance  with  the
specifications  or standards of Underwriters Laboratories,  local
authorities   and   applicable   telephone   operating    company
requirements.  All alarm systems designed, installed or partially
installed by Seller prior to the Closing Date will conform in all
material  respects to the contracts pursuant to which  they  were
designed  or  installed, and no design, installation  or  partial
installation will have been made by Seller which was in violation
of  any  applicable  law,  code or regulation  when  designed  or
installed.   Seller has not installed any alarm system  or  panel
where  the  applicable  contract  calls  for  specifications   or
standards  of  the  Insurance Services Office or  Factory  Mutual
Insurance Company.


      3.14  Condition of Assets Upon Transfer.  To  the  best  of
Seller's or Stockholders' knowledge, all of the Assets, including
without  limitation tangible personal property, and improvements,
fixtures  and appurtenances on or to any real property leased  by
Seller  and  included  in  the  Assets,  are  in  good  operating
condition, order and repair, ordinary wear and tear and  customer
abuse and/or neglect excepted, are suitable for the purposes  for
which  they are presently being used, and perform in all material
respects  in  accordance with the purposes for  which  they  were
designed  to  be  used.  All the Assets have  been  operated  and
maintained  in  conformity  in all  material  respects  with  all
applicable laws, ordinances, regulations, warranties, orders  and
other  legal  and safety requirements relating thereto.   To  the
best  of Seller's or Stockholders' knowledge, the Assets have  no
material  defects, or needed material repairs, and are usable  in
the ordinary course of the Business.

      3.15 Contracts and Commitments.  To the best of Seller's or
Stockholders' knowledge, each Assumed Obligation is valid and  in
effect and no other party thereto is in default.  To the best  of
Seller's  or  Stockholders' knowledge, Seller is not  in  default
under  any  such Assumed Obligation, has received  no  notice  of
default  thereunder, and no event has occurred or is expected  to
occur which (after notice and lapse of time or both) would become
a  breach  or  default  under, or otherwise permit  modification,
cancellation,  acceleration or termination of, any  such  Assumed
Obligation.   Seller has delivered to Purchaser a true,  complete
and  correct  copy  of each written Assumed Obligation  to  which
Seller  is  a  party and any amendments thereto and  an  accurate
description of every oral Assumed Obligation to which Seller is a
party.   Attached hereto as Schedule 3.15 is a true and  complete
copy of each form of customer contract used by Seller at any time
during the past ten years.

       3.16   Intellectual  Property.   "Intellectual   Property"
includes  trademarks  (whether or not registered),  trade  names,
service marks (whether or not registered), copyrights (whether or
not  registered),  trademark and service mark registrations  (and
pending  applications  therefor),  computer  software  (owned  by
Seller,  or  authored  or developed for  Seller  by  any  of  its
employees   or  agents),  licenses,  sublicenses,  and  franchise
agreements  of  Seller, and all formulae, processes,  techniques,
confidential  business information, designs, trade  secrets,  and
other   proprietary  information  and  technology  used  in   the
Business.  Schedule 3.16 sets forth a complete list of  all  such
Intellectual  Property.  Except as disclosed  in  Schedule  3.16,
Seller  has not granted any outstanding licenses or other  rights
to  Intellectual  Property, and Seller is  not  liable,  nor  has
Seller made any contract or arrangement whereby Seller may become
liable,  to  any  person  or  entity for  any  royalty  or  other
compensation for the use of any Intellectual Property.  Except as
disclosed in Schedule 3.16, none of the rights of Seller  in,  to
or  under any Intellectual Property will be adversely affected by
the consummation of the transactions contemplated hereby.  Use of
the Intellectual Property in the Business in the manner conducted
by  Seller  prior to the Closing will not infringe any patent  or
copyright of any third party, or constitute a misappropriation of
the trade secrets or other proprietary rights of any third party.

      3.17  Employee Benefit Plans; Wages and Benefits of  Seller
Employees.  (a)     All of the employee benefit plans (as defined
in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")), multi-employer plans (as defined  in
Section  4001(a)(3)  of  ERISA), and  compensation  programs  and
employment arrangements which are maintained, or contributed  to,
by  Seller  for  the  employees of the  Business  are  listed  in
Schedule  3.17(a) (collectively, "Employee Benefit Plans").   All
obligations of Seller to contribute to Employee Benefit Plans  on
behalf  of  employees for all calendar years prior to  1997  have
been  satisfied, and all obligations of Seller to  contribute  to
Employee Benefit Plans on behalf of such employees for the period
ending on the Closing Date will be satisfied by Seller.

      (b)   Except as listed in Schedule 3.17(a), Seller  neither
maintains nor sponsors, and is not required to make contributions
to, any written or oral pension, profit sharing, thrift, deferred
compensation,   bonus,  incentive,  stock  purchase,   severance,
hospitalization, insurance or other similar plan,  agreement,  or
arrangement relating to employee benefits for any employee or  to
former  employees of Seller who were employed in connection  with
the Business.

      (c)   The  Employee Benefit Plans conform to and have  been
administered  in  material  compliance  with  their   terms   and
applicable  laws  and regulations (including  without  limitation
ERISA),  and  no  condition exists with respect to  any  Employee
Benefit  Plan  that could have a material adverse effect  on  the
Assets or Purchaser.

      (d)  Schedule 3.17(d) sets forth, for each Seller Employee,
his  or  her  title,  his  or  her  current  wages  and  benefits
(including current vacation time per year), his or her  years  of
service,  and  all  other  terms and conditions  of  his  or  her
employment.

     3.18 Labor and Employee Relations.  Seller is not a party to
any collective bargaining agreement nor are its employees members
of  a  collective bargaining unit or union, nor, to the  best  of
Seller's  knowledge,  has  there  been  any  recent  unionization
activity, and Seller has complied with all laws relating  to  the
employment  of  labor, including provisions  relating  to  wages,
hours,  collective bargaining, health and safety, and the payment
of  social  security, withholding and similar taxes, and  is  not
liable  for  any arrears of wages or any taxes or  penalties  for
failure  to comply with such laws, where, in any such  case,  the
violation  of which or liability for which would have a  material
adverse   effect   on  the  Assets.   Except  as   described   in
Schedule  3.18, no employee of the Business has given any  notice
or made any threat, or otherwise revealed an intent, to cancel or
otherwise terminate his or her relationship with Seller  and  all
employees  of the Business are terminable at will by Seller,  and
all  employees  of  the Business will be free of  all  employment
obligations  to  Seller  and  will be  free  to  become  at  will
employees of Purchaser.

      3.19  Indebtedness.  Except as set forth in Schedule  3.19,
Seller  does not have (a) any obligations, whether or not secured
by  any  or  all of the Assets, for money borrowed or  under  any
guarantee, (b) any agreements or arrangements to borrow money  or
to  enter  into  any  such guarantee, or (c)  any  agreements  or
commitments  to  enter  into any of the foregoing  agreements  or
guarantees.

      3.20  Books  and  Records.  The Records, including  without
limitation  the  books of account and other  financial  corporate
records,  relating to the Business that are not  Excluded  Assets
are  complete  and correct and are maintained in accordance  with
good   business   practices  or  generally  accepted   accounting
principles, consistently applied, as applicable.

      3.21  Powers  of  Attorney.  No person  has  any  power  of
attorney to act on behalf of Seller in connection with any of the
Assets  or  the  Business other than such powers  to  so  act  as
normally pertain to the officers of a corporation.

      3.22 Customer Claims Insurance.  Seller maintains in effect
insurance  covering  its assets and business  (including  without
limitation  the  Assets  and the Business)  and  any  liabilities
relating  thereto in amounts customarily carried  by  persons  or
organizations conducting similar businesses.  Except as set forth
on  Schedule  3.6 or Schedule 3.22, there have been  no  material
customer claims against Seller relating to or in connection  with
the  Business  during  the  past six  years,  no  such  claim  is
currently pending, and there is no basis for any such claim.

      3.23 Non-Compete Agreements/Goodwill Rights.  Except as set
forth  on  Schedule 3.23, Seller has not entered into  or  become
bound  by  any  non-compete agreements or acquired  any  goodwill
rights  as  the  result  of business acquisitions  or  employment
agreements.

      3.24  Limitations.  Notwithstanding any  of  the  foregoing
provisions,  no warranty or representation of the Seller  or  the
Stockholders  set forth herein shall be construed  to  have  been
written, agreed to or paid for for the benefit of any third party
whatsoever,  nor  should any such warranty or  representation  be
construed as a waiver, abrogation or release of any limitation of
liability contained in any alarm monitoring, maintenance, repair,
service or installation contract entered into between Seller  and
any customer of Seller prior to the Closing.

     4.   Representations and Warranties of Purchaser.  Purchaser
hereby represents and warrants the following to Seller:

      4.1  Incorporation, Powers and Qualification.  Purchaser is
a  corporation  duly  organized, validly  existing  and  in  good
standing  under the laws of the state of Delaware, and  Purchaser
is  qualified  to  do  business in the states  of  Rhode  Island,
Massachusetts  and  Connecticut.   Purchaser  has  all  requisite
corporate  power to carry on its business as it is now  conducted
and  to  own, lease or operate the properties and assets  it  now
owns, leases or operates.

       4.2   Authority.   The  execution  and  delivery  of  this
Agreement  by Purchaser and the performance by Purchaser  of  its
obligations  hereunder  have  been  approved  by  all   necessary
corporate  action,  and  no  other proceedings  on  the  part  of
Purchaser or Purchaser's stockholders will be necessary to effect
or  approve the transactions contemplated by this Agreement.   No
filing,  notice or recordation with, or consent or approval  from
any  governmental agency or any third party is  required  (a)  in
order  to  permit Purchaser to enter, or as a result of Purchaser
entering,  into this Agreement or (b) in order for  Purchaser  to
consummate,  or  as  a  result  of  Purchaser's  consummation  or
performance  of,  this Agreement or any transaction  contemplated
hereby.   This  Agreement  has been  executed  and  delivered  by
Purchaser.  This Agreement and each of the other documents to  be
executed and delivered by Purchaser pursuant hereto are and  will
be  the  legal,  valid  and  binding  obligations  of  Purchaser,
enforceable against Purchaser in accordance with their respective
terms  subject, as to the enforcement of remedies, to  applicable
bankruptcy,  reorganization,  insolvency,  moratorium  or   other
similar  laws  affecting  the enforcement  of  creditors'  rights
generally from time to time in effect, and subject to any general
principles  of  equity,  including without  limitation  equitable
principles  limiting the right to obtain specific performance  of
Purchaser hereunder or thereunder.

     4.3  No Conflict.  Neither the execution nor the delivery of
this  Agreement, nor Purchaser's consummation of the transactions
contemplated  hereby, nor Purchaser's fulfillment  of  the  terms
hereof,  nor Purchaser's compliance with the terms and provisions
hereof,  will  conflict with, result in a breach  of  the  terms,
conditions or provisions of, constitute a default under or create
any  liability under (a) Purchaser's certificate of incorporation
or by-laws, (b) any agreement or instrument to which Purchaser is
a  party or by which it or any of its properties is bound, or (c)
any  law,  regulation or ordinance, injunction, decree, order  or
judgment applicable to or binding upon Purchaser.

      4.4  No Broker.  Purchaser has not dealt with any broker in
connection with the transactions contemplated by this Agreement.

      4.5   Material Statements.  No representation  or  warranty
contained in this Agreement, or any document delivered to  Seller
by  Purchaser pursuant hereto or in connection herewith, contains
or  will contain an untrue statement of material fact or omits to
state  any material fact necessary to make any statement of  fact
contained herein or therein not misleading.

     5.   Pre-Closing Covenants.

      5.1   Conduct of Business.  From the date of this Agreement
to  the  Closing, Seller will operate the Business  only  in  the
ordinary course and substantially in the same manner as presently
conducted, maintain the Records in substantially the same  manner
as  presently  maintained and preserve the relationships  of  the
Business  with  its  material suppliers and  customers,  and,  in
particular,  Seller,  without  the  prior  written   consent   of
Purchaser, will not, with respect to the Business,:

      (a)   cancel or permit any insurance to lapse or terminate,
unless renewed or replaced by like coverage;

      (b)   be in default under any material contract, agreement,
commitment  or undertaking of any kind to which any Seller  is  a
party  or  by  which  any of its assets or properties  (including
without  limitation  any of the Assets)  are  bound,  where  such
default  could have a material adverse effect on the Business  or
the Assets;

      (c)   violate or fail to comply with all laws,  regulations
and  rules  applicable  to  it  or  its  properties  or  business
(including without limitation the Business), or fail to  maintain
in  effect  or  its good standing under all permits and  licenses
necessary  to  conduct  the Business,  where  such  violation  or
failure  could have a material adverse effect on the Business  or
the Assets;

      (d)   sell, transfer or otherwise dispose of, or  agree  to
sell,  transfer  or  otherwise dispose of,  any  of  its  assets,
properties  or rights, including without limitation  inventories,
of  the  type to be included in the Assets or cancel or otherwise
terminate, or agree to cancel or otherwise terminate,  any  debts
or claims, except in the ordinary course of business;

      (e)  except in the ordinary course of its business, make or
permit  any  amendment or termination of any  material  contract,
agreement or license to which it is a party or by which it or any
of  its assets or properties (including without limitation any of
the Assets) are subject;

      (f)  except in the ordinary course of business, increase or
agree  to increase the rate of compensation payable or to  become
payable  to any of its employees, or adopt any new, or  make  any
increase  in,  any employee benefit plan, payment or  arrangement
made to, for or with any Seller's employees;

      (g)   except for a capital expenditure made in the ordinary
course   of   Seller's  dealer  program,  make  any  expenditure,
commitment or accrual for the purchase, acquisition, construction
or  improvement of a capital asset related to the Business, which
in  any event, equals or exceeds individually or in the aggregate
$50,000;

      (h)   make  any  change in the relationship  or  course  of
dealing  between Seller and its material suppliers  or  customers
which could have a material and adverse effect on the Business or
prospects of any Seller;

      (i)  increase or decrease any customer rates other than  in
the ordinary course of the Business;

      (j)   enter  into  or  assume any  pledge  or  other  title
retention agreement or permit any Lien to attach upon any of  the
Assets;

       (k)    take  any  action  that  results  in  any  of   its
representations  or  warranties  set  forth  in   this  Agreement
becoming untrue (including the accuracy of the Schedules hereto),
in  Seller's  inability  to  satisfy any  of  the  conditions  to
Closing,  or  in  any  of  the Assets  becoming  materially  less
valuable than on the date of this Agreement;

      (l)   fail promptly to advise Purchaser in writing  of  the
occurrence  of  any  matter or event  that  is  material  to  the
Business,  the Assets, or to Seller's ability to satisfy  any  of
the conditions to Closing or the representations or warranties of
Seller in this Agreement;

      (m)   fail  to  maintain and/or repair any tangible  assets
included  in  the  Assets in accordance with  good  standards  of
maintenance  and  as required in any leases or  other  agreements
pertaining thereto; and/or

      (n)   merge,  consolidate or agree to merge or  consolidate
with or into any other corporation or entity.

      Notwithstanding the foregoing, Seller may acquire prior  to
the  Closing,  on  terms and conditions previously  disclosed  to
Purchaser, certain assets and alarm monitoring accounts from  (i)
U.S.  Protective Systems, Inc., (ii) McGinn Smith and  (iii)  JMS
Security Inc..

      5.2   Insurance.   Seller shall maintain  or  cause  to  be
maintained,  in full force and effect, through the Closing  Date,
all  of  its  insurance policies unless replaced by substantially
comparable  insurance  coverage.  Seller  shall  promptly  advise
Purchaser of any fire, accident or other casualty occurring on or
before the Closing Date.

       5.3   Employee  Meetings.   Prior  to  the  Closing  Date,
representatives of Purchaser shall be entitled to hold an initial
meeting  with  each  employee  of Seller  (such  employees  being
referred  to  herein as the "Seller Employees"), upon  reasonable
notice  to Seller, to interview such Seller Employees and explain
and  answer questions about the conditions, policies and benefits
of   any   potential   employment  by  Purchaser   at   which   a
representative of Seller shall be present.  Thereafter, until the
Closing,  Seller shall cooperate with Purchaser in  communicating
to the Seller Employees any additional information concerning any
potential  employment by Purchaser that the Seller Employees  may
seek, or which Purchaser may desire to provide, and during normal
working   hours   shall   allow  such  additional   meetings   by
representatives  of  Purchaser  with  the  Seller  Employees   as
Purchaser  may reasonably request.  Seller shall be  entitled  to
have  one  or  more  representatives attend  all  such  meetings.
Nothing contained in this Agreement shall indicate or in any  way
be  construed  as  an offer by Purchaser to employ  or  otherwise
retain the services of any Seller Employee at any time.

       5.4   Access  to  Properties.   Purchaser,  by  authorized
representatives designated by Purchaser, shall have the right  to
examine  the properties, books and accounts of Seller's  Business
at  any  time  prior to the Closing Date during regular  business
hours upon twenty-four (24) hours' prior notice to the Seller.

      5.5   Confidentiality; No Disclosure.   Each  party  hereto
shall  keep  confidential  and shall  not  divulge  any  data  or
information  it  obtains regarding any other  party  hereto.   No
party   hereto   will  make  any  public  announcement   of   the
negotiations among the parties related to this Agreement, or  the
transactions  contemplated hereby, except as may be  required  by
law.  The parties agree that they shall each use best efforts  to
advise  and confer with each other prior to the issuance  of  any
reports,  statements  or  press  releases  pertaining   to   this
Agreement or the transactions contemplated hereby.

     6.   Conditions Precedent to the Closing.

      6.1   Conditions Precedent to the Obligations of Purchaser.
The obligations of Purchaser under this Agreement are subject  to
the  satisfaction of each of the following conditions  except  to
the  extent  that (i) the failure to satisfy any  such  condition
would  not have a material adverse effect on the Business or  the
Purchaser or (ii) any of such conditions are waived by Purchaser.

      6.2   Representations and Warranties True  as  of  Closing.
Each   of   the   representations  and  warranties   of   Seller,
Stockholders and Purchaser contained in this Agreement  shall  be
materially  true  and correct when made and  on  and  as  of  the
Closing  Date  as  if then made, except to the extent  that  such
representations  and  warranties  are  expressly  made  as  of  a
specified  date  and, as to such representations and  warranties,
the same shall be true and correct as of such specified date.  At
the   Closing,  Purchaser  shall  have  been  furnished  with   a
certificate  executed by Seller with respect to the  accuracy  of
such representations and warranties as of the Closing Date as  if
then made and to the fulfillment of the conditions stated in this
Section 6 to the extent that such conditions are precedent to the
obligations of Purchaser.

       6.3   Obligations,  Covenants,  Agreement  and  Conditions
Performed.   Seller shall have performed all material obligations
required  to be performed by it under this Agreement at or  prior
to  the  Closing  Date,  and  Purchaser  shall  have  received  a
certificate signed by the chief executive officer of  Seller,  to
that effect.

      6.4  No Material Change.  There shall have been no material
adverse change in the business (including without limitation  the
Business), property or affairs of Seller between the date of this
Agreement and the Closing Date.

      6.5   Delivery of Closing Documents.  Purchaser shall  have
received the documents described in Section 7.2.

      6.6  No Actions, etc.  There shall be no action pending  or
threatened before any court or other governmental authority which
seeks  to (i) invalidate or set aside, in whole or in part,  this
Agreement  or  any  of the agreements contemplated  hereby,  (ii)
restrain, prohibit, invalidate or set aside, in whole or in part,
the  consummation  of  the transactions  contemplated  hereby  or
thereby  or (iii) obtain material damages in connection  herewith
or therewith.

      6.7   Necessary Consents.  Seller shall have  obtained  the
consent  in  writing of all necessary persons to the transactions
contemplated by this Agreement, including without limitation  the
Bill  of  Sale  and/or such amendments or modifications  of  such
documents  as may be required in order that the purchase  of  the
Assets  hereunder will not result in the termination of,  or  any
default  under,  any contracts, agreements, obligations,  leases,
permits  or  licenses transferred to Purchaser pursuant  to  this
Agreement,  except  such  consents, amendments  or  modifications
which if not obtained will not have a material adverse effect  on
Purchaser's  ability to operate the Business  after  the  Closing
Date, as determined in Purchaser's sole discretion.

     7.   Closing.

      7.1   The  closing of the purchase and sale of  the  Assets
provided  for in this Agreement (the "Closing") shall take  place
at  the  offices  of  Robinson  &  Cole  LLP,  Financial  Centre,
Stamford, Connecticut, on or before March 16, 1998, at 10:00 A.M.
local  time or at such other date, time and place as the  parties
shall mutually agree.

      7.2   At  the  Closing, the Purchaser shall  (i)  make  the
payments required to be made on the Closing Date and (ii) deliver
to Seller evidence of insurance maintained by Purchaser to insure
personal  injury  and  property damage claims  arising  from  the
operation  of  the  Business subsequent  to  the  Closing,  which
insurance  shall  provide  coverage of at  least  $1,000,000  per
person  for  personal injury and an aggregate limit of  not  less
than  $10,000,000 for personal injury or property damage.  Seller
shall  execute  and deliver the items called for  above  and  the
following:

      (a)   Non-Compete  Agreements in  the  form  of  Exhibit  E
attached hereto, signed by Seller, James Lees and  Edward Silvey;
and

      (b)  An Assignment of all written contracts with customers,
customer orders and all other customer records in form acceptable
to Purchaser; and

     (c)  A General Bill of Sale and Assignment for the Assets in
form acceptable to Purchaser (the "Bill of Sale"); and

      (d)   a  five  year  lease from Non  Vista  Mare  Corp.  to
Purchaser,  in form and substance satisfactory to Purchaser,  for
rental  payments which do not exceed Seller's payments under  its
existing lease of such premises, of Seller's premises located  at
Malden, Massachusetts; and

      (e)   The  Certificates of Net Monthly  Recurring  Revenue,
Wholesale  NMRR and Deferred Service Revenue, as  called  for  in
Section 1.9(a); and

      (f)   An  opinion  of  counsel to Seller  in  the  form  of
Exhibit F attached hereto; and

      (g)  A good standing certificate regarding Seller of recent
date from the jurisdiction where it is incorporated and from each
other jurisdiction where Seller is qualified to do business; and

     (h)  An incumbency certificate of Seller; and

      (i)   A  certified  copy of the resolutions  adopted  at  a
meeting  or by written consent by the Board of Directors and,  if
applicable, the shareholders of Seller authorizing the  execution
and  delivery  by  Seller  of  this  Agreement  and  all  related
agreements  and the consummation of the transactions contemplated
hereby; and

      (j)   a  certificate  signed by James Lees,  an  authorized
officer  of  Seller,  to the effect that the representations  and
warranties of Seller made herein are true and correct as  of  the
Closing  Date  and  that  Seller has performed  in  all  material
respects all of its pre-closing commitments hereunder; and

       (k)    All   consents  obtained  by  Seller  pursuant   to
Section 6.7; and

     (l)  Tax clearance letters for Seller from the Massachusetts
Department of Revenue Services with respect to the sales and  use
tax and the corporation business tax; and

      (m)   Evidence  of  the repayment and  termination  of  all
Seller's  obligations to State Street Bank and all other  lenders
holding a security interest in all or part of the Assets in  form
and  substance satisfactory to Purchaser in its sole  discretion,
including  without limitation UCC-3 termination  statements  with
respect thereto; and

      (n)   A consulting agreement between Lees and Purchaser  in
the form of Exhibit D attached hereto and made a part hereof; and

      (o)  Updated Schedules and Exhibits to this Agreement dated
as of the Closing Date; and

      (p)   Such other documents as Purchaser reasonably requires
to consummate the transactions contemplated in this Agreement.

      7.3   Liquidated  Damages.   Seller  and  the  Stockholders
acknowledge  and agree that its or their sole remedy arising  out
of or related to Purchaser's failure or refusal to consummate the
transactions  contemplated by this Agreement at the Closing  will
be  limited  to  the  value of the deposit or  deposits  held  by
Seller.

     8.   Post Closing.

       8.1    Warranties  and  Representations.   The  respective
representations  and warranties of Seller, the  Stockholders  and
Purchaser contained herein shall survive the Closing for a period
of  one  (1) year, except that all representations and warranties
of  Seller relating in any way to taxes shall survive the Closing
for  the  longer of (a) five (5) years and (b) the last  expiring
applicable statute of limitations.

      8.2  Seller's Obligations.  Seller will expeditiously after
the  Closing  pay or perform all liabilities and  obligations  of
Seller  which  are outstanding on the Closing Date  and  are  not
Assumed Liabilities, including without limitation all liabilities
and obligations that arise after the Closing Date.

      8.3   State  Filings.   Seller shall,  to  the  extent  not
completed  prior  to the Closing Date, file,  or  cooperate  with
Purchaser in filing, any notices required under applicable  state
law relating to the sale of Seller's assets and shall send a copy
of any response received from any state or any other governmental
authority to Purchaser upon receipt.

      8.4  Assumption of Obligations.  To the extent that any  of
the Assumed Obligations are not assignable without the consent of
another  party, Seller and Purchaser each agree to use reasonable
efforts  to  obtain  such consent to the  assignment  thereof  to
Purchaser.  If such consent shall not be obtained for any Assumed
Obligation,   Seller   and   Purchaser   shall   make    suitable
arrangements,  without cost to Purchaser, whereby  Purchaser  may
nevertheless enjoy the benefits and rights of Seller and  perform
the obligations of Seller thereunder.

      8.5  Access to Information.  For a period of five (5) years
after the Closing Date, Seller shall afford to representatives of
Purchaser,  including its counsel and auditors,  upon  reasonable
prior notice during normal business hours, access to any and  all
information and written materials in the possession or control of
Seller  relating  to the Business and not in  the  possession  of
Purchaser.

      8.6   Use of Trade Names.  From and after the Closing Date,
Seller shall not use the name "Sentry Protective Systems" or  any
derivation thereof or any similar names in or in connection  with
the security or alarm industry, without the prior written consent
of Purchaser.

      8.7   Mail  and Communications.  After the Closing,  Seller
will  promptly deliver to Purchaser the original of any  mail  or
other  communication received by Seller pertaining to the  Assets
or  the  Business with respect to periods commencing on or  after
the Closing Date.

      8.8   Telephone Numbers.  After the Closing, Seller  waives
its  rights  to  use  the  telephone and  facsimile  numbers  and
advertising materials referred to in Section 1.1(g) and  consents
to  Purchaser's  right  to use such numbers  and  advertising  in
connection with the Business, and Seller shall provide reasonable
assistance to Purchaser for it to retain the use of such  numbers
and advertising.

      8.9   Employee  and Other Accounts.  Purchaser  shall  make
available its standard employee discount in effect from  time  to
time  to  all  employees  of Seller employed  by  Purchaser.   In
addition,  Purchaser agrees to provide alarm  monitoring  service
without  charge  for  a  period of up to  five  years  to  twelve
customers  to be specified by Lees; provided, however, that  each
such  customer  enter into Purchaser's standard alarm  monitoring
contract.

     9.   Indemnification.

     9.1  Indemnification by Seller and Stockholders.

      (a)   Claims.   Seller and each of the Stockholders  hereby
severally and jointly agree to indemnify and defend Purchaser and
each  of  Purchaser's officers, directors, employees  and  agents
(individually and collectively, an "Indemnified Person") against,
and  to  hold each Indemnified Person harmless from, any and  all
damages,  losses,  liabilities,  costs  and  expenses,  including
without   limitation  reasonable  attorneys'   fees   and   costs
(collectively "Damages"), incurred or suffered by any Indemnified
Person, arising out of or related to (i) subject to Section  8.1,
any  misrepresentation  or breach of any  warranty,  covenant  or
agreement  made or to be performed by Seller or the  Stockholders
in  or  pursuant  to  this Agreement or  any  other  document  or
agreement  delivered in connection herewith or (ii) the operation
of  any of Seller's businesses (including without limitation  the
Business)  or  any portion thereof prior to the Closing  Date  or
(iii)  any obligations or liabilities of Seller (including  those
arising   pursuant   to  this  Agreement)  other   than   Assumed
Liabilities  or  (iv)  any  claim  for  a  brokerage  or  similar
commission  due  from  Seller arising  out  of  the  transactions
contemplated  by  this  Agreement made  against  any  Indemnified
Person  for such a commission owed by Seller or (v) any liability
of  Purchaser for Damages suffered by any person or entity  prior
to the Closing Date in connection with the Business.  Payments to
Seller otherwise due from Purchaser or the Stockholders after the
Closing  Date  may  be  withheld in  reasonable  amounts  pending
resolution  of any claims brought against any Indemnified  Person
as  to  which  this indemnity is or may be applicable;  provided,
however, that Seller and Stockholders shall not be liable for any
Damages   (other   than  Damages  relating   to   a   breach   of
representations and warranties of Seller relating in any  way  to
taxes)  to  the  extent that all such Damages do  not  exceed  an
aggregate of $75,000; provided further, however, that Seller  and
the Stockholders shall indemnify the Indemnified Persons from and
against  all  Damages  (i)  arising  out  of  or  relating  to  a
representation  and warranty of Seller relating  in  any  way  to
taxes,  or  (ii) if such Damages exceed an aggregate of  $75,000;
provided further, however, that the liability of Seller hereunder
shall not exceed $10,000,000; provided further, however, that the
liability  of  Silvey  hereunder  shall  not  exceed  $1,000,000;
provided  further, however, that the liability of Lees  hereunder
shall not exceed $10,000,000.

      (b)   Notice.   Purchaser agrees to give prompt  notice  to
Seller and the Stockholders of the assertion of any claim or  the
commencement  of  any suit, action or proceeding  in  respect  of
which  indemnity  may  be  sought  hereunder.   Seller  and   the
Stockholders may, in their sole discretion, assume the defense of
any  such claim, suit, action, or proceeding at their own expense
and may dispose of any such claim, suit, action or proceeding  in
their  sole  discretion without any liability or expense  to  any
Indemnified Person.  In any event, each Indemnified Person  shall
have  the  right to participate in or with respect  to  any  such
claim,  suit, action or proceeding with counsel of its own choice
and at its own expense.

     9.2  Indemnification by Purchaser.

      (a)   Claims.  Purchaser hereby agrees to indemnify  Seller
and  the  Stockholders  against,  and  to  hold  Seller  and  the
Stockholders  harmless  from, any and  all  Damages  incurred  or
suffered  by Seller and the Stockholders in connection  with  any
claim,  action, suit or proceeding arising out of or  related  to
(i) any misrepresentation or breach of any warranty, covenant  or
agreement made or to be performed by Purchaser in or pursuant  to
this  Agreement or (ii) the operation of the Assets by  Purchaser
from and after the Closing Date, or (iii) the Assumed Liabilities
or  (iv)  any claim for a brokerage or similar commission arising
out  of  the  transactions contemplated by  this  Agreement  made
against  Seller  for  such a commission owed  by  Purchaser.   In
connection with matters set forth in (ii) above, Purchaser  shall
maintain  no  less  than $10,000,000 of insurance  coverage  with
respect  to  such liabilities on terms and conditions either  (i)
similar and customary to those prevailing in Purchaser's industry
or (ii) equivalent to those currently maintained by Purchaser.

      (b)   Notice.   Seller and the Stockholders agree  to  give
prompt  notice to Purchaser of the assertion of any claim or  the
commencement  of  any suit, action or proceeding  in  respect  of
which  indemnity may be sought hereunder.  Purchaser may, in  its
sole  discretion,  assume the defense of any  such  claim,  suit,
action  or proceeding at its own expense and may dispose  of  any
such  claim,  suit, action or proceeding in its  sole  discretion
without  any liability or expense to Seller and the Stockholders.
In any event, Seller and the Stockholders shall have the right to
participate in or with respect to any such claim, suit, action or
proceeding  with  counsel  of its own choosing  and  at  its  own
expense.

      9.3  Limitation of Indemnity.  No claim for indemnification
pursuant to Sections 9.1 or 9.2 hereunder may be made for Damages
occurring  more  than  two  years after  the  Closing;  provided,
however,  that the obligations of Seller and the Stockholders  to
indemnify  Purchaser  for  the breach of  any  representation  or
warranty  relating  to taxes shall survive for  the  periods  set
forth in Section 8.1 hereunder.

     10.  Miscellaneous.

       10.1   Notices.   All  notices  and  other  communications
hereunder shall be in writing and shall be deemed given when sent
by   overnight  courier  or  by  registered  or  certified  mail,
deposited  in  the  United States mail, postage  prepaid,  return
receipt requested, to the appropriate party at its or his address
below  or  at  such  other address for such party  (as  shall  be
specified by written notice):

     (a)  If to Seller or the Stockholders, at:

          Mr. James W. Lees
          Security Systems, Inc.
          110 Florence St.
          Malden, Massachusetts  02148

          and

          Mr. Edward A. Silvey
          Security Systems, Inc.
          110 Florence St.
          Malden, Massachusetts  02148

          with a copy to:

          Edward George & Associates
          11 Beacon Street, Suite 1125
          Boston, Massachusetts  02108
          Attention: Edward George, Jr., Esq.


          (b)  If to Purchaser at:

          Mr. Russell R. MacDonnell
          Alarmguard, Inc.
          125 Frontage Road
          P.O. Box 1249
          Orange, CT 06477-7249

          with a copy to:

               Robinson & Cole LLP
          Financial Centre
          P.O. Box 10305
          695 East Main Street
          Stamford, CT  06904
          Attention:  Richard A. Krantz, Esq.


      10.2  Expenses.  Each of the parties hereto shall bear  its
own  expenses in connection with the negotiation and consummation
of the transactions contemplated hereby.

      10.3 Risk of Loss.  The risk of loss, damage or destruction
to  any of the Assets from fire or other casualty or cause  shall
be  borne  by Seller at all times prior to the Closing.   In  the
event  of  any such loss, damage or destruction, the proceeds  of
any  claim  for  any  loss payable  under  any  insurance  policy
covering  such loss shall be payable to Seller.  In the event  of
any  such  material  loss,  damage or destruction,  Seller  shall
specify  in  writing  to Purchaser with particularity  the  loss,
damage  or destruction incurred, the cause thereof, if  known  or
reasonably  ascertainable, and the extent to  which  restoration,
replacement  and repair of the Assets lost, damaged or  destroyed
will  be  reimbursed  under  any insurance  policy  with  respect
thereto.   If  such  insurance proceeds  are  not  sufficient  to
restore,  replace or repair the lost or destroyed Assets,  Seller
shall  either  (i)  make  any  additional  payments  required  to
restore, replace or repair the lost or destroyed Assets to  their
condition  immediately prior to such loss, damage or destruction,
or  (ii)  unless  Purchaser is willing to forego  any  deficiency
between  the  value  of  the  lost or destroyed  Assets  and  the
insurance  proceeds  thereon, terminate  this  Agreement  without
liability.  If any such material loss or destruction shall  occur
within  thirty (30) days prior to the Closing, Seller shall  have
the  right,  upon written notice, to postpone the  Closing  until
such  time as the Assets have been completely restored,  replaced
or  repaired unless the same cannot be reasonably effected within
thirty  (30)  days  of  the  original  Closing  Date.   If   such
restoration, replacement or repair cannot be effected within such
period,  Purchaser shall have the option to elect in  writing  to
either:    (a)  terminate  this  Agreement  and  thereafter   all
obligations of the parties shall cease without further  liability
to  conclude the sale; or (b) elect to consummate the Closing and
accept  the  property  in its "then" condition,  in  which  event
Seller shall assign to Purchaser all of Seller's rights under any
insurance  claim  covering the loss and pay  over  any  insurance
proceeds  received by Seller in connection therewith, and  Seller
shall  pay to Purchaser an amount equal to any additional  amount
required  to  restore,  replace or repair such  property  to  its
condition immediately prior to such loss, damage or destruction.

      10.4  Benefit and Burden.  This Agreement shall be  binding
upon,  and shall inure to the benefit of, and be enforceable  by,
the    parties    hereto   and   their   respective   successors,
administrators and permitted assigns.

     10.5 Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut
(excluding application of any choice of law doctrines that  would
make applicable the law of any other state.)

      10.6 Assignment.  This Agreement shall not be assignable by
any  party  hereto except with the written consent of  the  other
parties.   Any  other attempted assignment shall  be  void.   The
foregoing  notwithstanding,  Purchaser  may  assign  its   rights
hereunder,  and under any agreement or document entered  into  or
received hereunder, to any affiliated entity and/or as collateral
to   any  lender  providing  funds  to  be  used  in  Purchaser's
acquisition or operation of the Assets.  No such assignment shall
relieve the assignor of its obligations hereunder.

      10.7  Attorneys'  Fees.   If any action  or  proceeding  is
brought  to enforce or interpret any provision of this Agreement,
each party shall bear its own attorney's fees.

      10.8  Further  Assurances.  Before, during  and  after  the
Closing  Date, without further consideration, the parties  hereto
shall  each  execute  and  deliver such further  instruments  and
documents and take such further actions as the other party  shall
reasonably  request  to  consummate, or in  furtherance  of,  the
transactions  contemplated  by  this  Agreement  and  to  perfect
Purchaser's title to the Assets.  Without limiting the generality
of  the  preceding sentence, at any time and from  time  to  time
after  the  Closing Date, at Purchaser's reasonable  request  and
without  further consideration, Seller will execute  and  deliver
such  other  instruments of conveyance and transfer as  Purchaser
reasonably  may require more effectively to convey  to,  transfer
to,  and vest in Purchaser, or to put Purchaser in possession of,
any or all of the Assets.

     10.9 Severability.  If any provision of this Agreement shall
be   held   invalid   or   unenforceable,  such   invalidity   or
unenforceability shall attach only to such provision, only to the
extent  and in the particular jurisdiction in which it is invalid
or  unenforceable, and shall not in any manner affect  or  render
invalid  or  unenforceable any other provision of this Agreement,
and this Agreement shall be carried out as if any such invalid or
unenforceable provision were not contained herein.

      10.10      Jurisdiction; Waivers.  (a)  Each  party  hereto
hereby irrevocably submits to the jurisdiction of any Connecticut
or  United  States  Federal Court sitting  in  Fairfield  County,
Connecticut,  over  any action or proceeding arising  out  of  or
relating to this Agreement or any document or instrument executed
and/or  delivered in connection herewith, and each  party  hereto
hereby  irrevocably  agrees that all claims in  respect  of  such
action  or  proceeding  may  be  heard  and  determined  in  such
Connecticut  or  Federal  court.  Each party  hereto  irrevocably
consents to the service of any and all process in any such action
or  proceeding by the mailing of copies of such process  to  such
party  at  its  address specified in Section 10.1  hereof.   Each
party  hereto agrees that a final judgment in any such action  or
proceeding  shall  be  conclusive and may be  enforced  in  other
jurisdictions  by  suit on the judgment or in  any  other  manner
provided  by law.  Each party hereto further waives any objection
to  venue  in  such  state  and any objection  to  an  action  or
proceeding  in  such state on the basis of forum non  conveniens.
Each  party  hereto further agrees that any action or  proceeding
brought  against any other party hereto shall be brought only  in
Connecticut  or United States Federal court sitting in  Fairfield
County.

     (b)  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHTS ANY OF THEM MAY HAVE TO JURY TRIAL.

       10.11      Entire  Agreement.   This  Agreement  and   the
documents delivered in connection herewith constitute the  entire
agreement of the parties hereto, and no oral statement  or  prior
written matter shall have any force or effect.

      10.12      Number and Gender.  Whenever the sense  of  this
Agreement requires, the use of the singular number shall  include
the plural, and the use of the masculine gender shall include the
feminine and/or neuter genders.

      10.13     Headings for Convenience.  The titles of Sections
of  this Agreement herein are for convenience of reference  only,
are  not  a  part of this Agreement, and shall not be  deemed  to
modify or affect the interpretation of this Agreement.

      10.14      Amendments.  This Agreement may not be  modified
except  by  a  writing  signed  by the  party  against  whom  the
enforcement of any modification is sought.

     10.15     Execution of Counterparts.  For the convenience of
the  parties,  this  Agreement may be executed  in  one  or  more
counterparts, each of which shall be deemed an original  but  all
of which together shall constitute one and the same document.


                 THE    NEXT   PAGE   IS   THE   SIGNATURE   PAGE

      IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first above written.

                              PURCHASER:

                              ALARMGUARD, INC.



                              By__________________________
                              Name:  Russell R. MacDonnell
                              Title:  Chairman
                              Duly Authorized


                              SELLER:

                              SECURITY SYSTEMS, INC.
                              d/b/a SENTRY PROTECTIVE SYSTEMS


                              By____________________________
                              Name:  James W. Lees
                              Title:  Chief Executive Officer
                              Duly Authorized


                              _______________________________
                              James W. Lees

                              _______________________________
                              Edward A. Silvey