Exhibit 10.1


                                                         [PNC BANK LOGO OMITTED]

Second Amendment to Amended
and Restated Credit Agreement and
Amendment to Securities Pledge Agreement


         THIS SECOND  AMENDMENT TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  AND
AMENDMENT  TO  SECURITIES  PLEDGE  AGREEMENT  (this  "Amendment")  is  made  and
effective  as of  March  4,  2005,  by  and  among  COMPUDYNE  CORPORATION  (the
"Borrower"),   the  GUARANTORS  party  to  this  Amendment  (collectively,   the
"Guarantors"),  the  BANKS  party to this  Amendment  and the  Credit  Agreement
referred  to  below  (collectively  and  together  with PNC and the  Agent,  the
"Banks") and PNC BANK, NATIONAL ASSOCIATION, individually and in its capacity as
agent for the Banks under the Credit  Agreement  referred to below  (hereinafter
referred to in its individual capacity as "PNC" and in its agent capacity as the
"Agent").

                                   WITNESSETH:

         WHEREAS,  reference  is made to (i) that  certain  Amended and Restated
Credit Agreement dated March 31, 2004 by and among the Borrower, CorrLogic, Inc.
("CorrLogic"),  Fiber Sensys, Inc. ("Fiber Sensys"), Tiburon, Inc., formerly New
Tiburon, Inc. ("Tiburon"),  Norment Security Group, Inc. ("Norment"),  Norshield
Corporation ("Norshield"), Quanta Systems Corporation ("Quanta"),  SecureTravel,
Inc.  ("SecureTravel")  (Borrower,  CorrLogic,  Fiber Sensys, Tiburon,  Norment,
Norshield,   Quanta  and   SecureTravel  are  collectively  the  "Original  Loan
Parties"),  the Banks party thereto and the Agent,  as amended by that Amendment
to Amended and Restated  Credit  Agreement  dated as of October 29, 2004 (as the
same may be further  amended,  restated,  supplemented  or modified from time to
time, the "Credit Agreement") pursuant to which PNC, as the sole Bank thereunder
as of the date hereof, has made available to the Borrower a $10,000,000 original
principal amount revolving  credit facility  (including an $8,000,000  letter of
credit  subfacility and a $500,000 swing line of credit) (the "Revolving  Credit
Facility")  and (ii) that Fifth  Amended  and  Restated  Revolving  Credit  Note
(Revolving  Credit  Facility A) of the  Borrower in favor of PNC Bank,  National
Association in the stated principal amount of $10,000,000 dated October 29, 2004
(the "Note") evidencing its obligations under the Revolving Credit Facility, the
Credit Agreement and the Loan Documents;

         WHEREAS, the Borrower,  the Guarantors,  the Agent and PNC, as the sole
Bank as of the date  hereof,  desire to (A) amend the  Credit  Agreement  (i) to
recognize and give effect under the Credit Agreement and the Loan Documents to a
reorganization of certain of the Original Loan Parties, (ii) to amend certain of
the financial  reporting  obligations  of the  Borrower,  (iii) to waive certain
covenant  violations,  (iv) to amend the  Applicable  Margin  under  the  Credit
Agreement,  (iv)  to  modify  the  marketable  investments  collateral  coverage
requirements,  (v) to delete the minimum EBITDA  financial  covenant and (vi) to
make certain  other  technical  and  conforming  modifications  to the terms and
provisions  of the Credit  Agreement  and (B) make a  conforming  change to that
Pledge Agreement (Stocks,  Bonds and Commercial Paper) from Borrower in favor of
PNC dated as of February 4, 2005 (the "Securities Pledge Agreement").


                                      -4-
<PAGE>


         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained and intending to be legally bound hereby,  the parties hereto agree as
follows:

1.   Amendments to Credit Agreement and Securities Pledge Agreement.  The Credit
     Agreement and the Securities  Pledge  Agreement are amended as set forth in
     Exhibit  A.  Any  and  all  references  to the  Credit  Agreement  and  the
     Securities  Pledge Agreement in the Note or any of the other Loan Documents
     shall be deemed to refer to the Credit Agreement and the Securities  Pledge
     Agreement as amended hereby.  All references in this Amendment,  the Credit
     Agreement,  the Note and the other Loan  Documents to the "Loan  Documents"
     shall also  include  the LLC  Pledge  Agreements,  the  Post-Reorganization
     Security Agreement,  the  Post-Reorganization  Guaranty (all as hereinafter
     defined) and the Securities  Pledge  Agreement.  Any initially  capitalized
     terms used in this  Amendment  without  definition  shall have the meanings
     assigned to those terms in the Credit Agreement.

2.   Incorporation into Credit Agreement.  This Amendment is deemed incorporated
     into the Note and the other Loan Documents.  To the extent that any term or
     provision of this Amendment is or may be deemed expressly inconsistent with
     any term or provision in any Loan Document, the terms and provisions hereof
     shall control.

3.   Representations.  In order to induce  the Banks and the Agent to enter into
     this Amendment and agree to the transactions herein specified, the Borrower
     and the Guarantors represent and warrant as follows:

          (a)  All corporate and other actions, consents or authorizations which
               may be necessary or appropriate  for the  execution,  delivery of
               and  compliance   with  this  Amendment  and  all  documents  and
               instruments  herein set forth have been taken or  obtained.  Upon
               their  execution and delivery by the Borrower and the Guarantors,
               this  Amendment  and such other  documents and  instruments  will
               constitute  the  valid and  legally  binding  obligations  of the
               Borrower and the Guarantors, enforceable against the Borrower and
               the Guarantors in accordance with their respective terms.

          (c)  As of the date  hereof,  no Event of Default  (as  defined in the
               Credit  Agreement  or the  Securities  Pledge  Agreement)  or any
               event,  fact or circumstance  which,  with the passage of time or
               the  giving of  notice,  or both,  would  constitute  an Event of
               Default,   has  occurred  and  is  continuing  under  the  Credit
               Agreement or the Securities Pledge Agreement, as amended hereby.

          (d)  All  representations  and  warranties  of the  Borrower  and  the
               Guarantors  to the Agent and the Banks as set forth in the Credit
               Agreement  and  each of the Loan  Documents  (as  defined  in the
               Credit Agreement), as amended hereby, are true and correct in all
               material  respects  as of the date  hereof  as if fully set forth
               herein at length (except to the extent that such  representations
               and warranties relate expressly to an earlier date, in which case
               such  representations and warranties shall be true and correct in
               all materials respects as of such earlier date), or except to the
               extent such representations and warranties may be affected by the
               Loan Party Reorganization  Transactions (as defined and described
               in Section 7 of this Amendment).

                                      -5-
<PAGE>

          (e)  None of the  Borrower or any of the  Guarantors  has any defense,
               set-off, claim or counterclaim to or against, or with respect to,
               full and prompt  payment  and  performance  by Borrower of all of
               Borrower's  and  Guarantors'  Obligations  to Agent or any of the
               Banks under the Credit  Agreement and under the Loan Documents as
               of the date hereof and, if applicable, as reaffirmed hereby.

4.   Borrower Confirmation.  The Borrower hereby acknowledges and, to the extent
     applicable, confirms that any collateral for the Obligations, including but
     not limited to liens, security interests, mortgages, and pledges granted by
     the Borrower,  the Original Loan Parties,  the  Guarantors or third parties
     (if  applicable),  shall  continue  unimpaired and in full force and effect
     notwithstanding  this  Amendment  and the  consummation  of the Loan  Party
     Reorganization Transactions.

5.   Guarantor Reaffirmation.  The Guarantors hereby (i) affirm, acknowledge and
     agree that their respective  guaranty  agreements,  security agreements and
     all other  collateral  security  documents and  instruments in favor of the
     Agent for the  benefit of the Banks  continue in full force and effect with
     respect to the Obligations,  as modified and amended by this Amendment, and
     the Note  notwithstanding  this Amendment and the  consummation of the Loan
     Party Reorganization  Transactions and (ii) covenant, agree and affirm that
     their  respective  duties,  liabilities  and  obligations,  as  well as the
     effectiveness,  lien and priority of the all security interests, mortgages,
     pledges, assignments,  subordination agreements and other collateral rights
     previously  given to the Bank prior to the  consummation  of the Loan Party
     Reorganization  Transactions  pursuant to the Loan  Documents or otherwise,
     shall continue in full force and effect following  consummation of the Loan
     Party  Reorganization  Transactions  and are hereby  ratified and affirmed.
     Each  Guarantor  hereby  acknowledges  and  affirms  that it has  and  will
     continue to realize  tangible and significant  direct economic benefit from
     the transactions described in the Credit Agreement,  as amended hereby, the
     Note  and  the  other   Loan   Documents   and   hereby   irrevocably   and
     unconditionally  acknowledge the receipt of good and valuable consideration
     for the execution, delivery and continued effectiveness of their respective
     guaranty agreements and collateral documents.

6.   Release of Agent and Banks. As additional consideration for the Agent's and
     the Banks'  entering into this  Amendment,  the Borrower and each Guarantor
     hereby fully and unconditionally  releases and forever discharges the Agent
     and the Banks, their respective  agents,  employees,  directors,  officers,
     attorneys, branches, affiliates,  subsidiaries,  successors and assigns and
     all persons,  firms,  corporations and organizations acting on any of their
     respective  behalves  (the  "Released  Parties")  of and  from  any and all
     claims,  liabilities,  demands,  obligations,  damages, losses, actions and
     causes of action  whatsoever  which the Borrower or any  Guarantor  may now
     have or claim to have  against the Agent or any Bank or any other  Released
     Parties as of the date hereof,  whether  presently  known or unknown and of
     any nature and extent whatsoever, including, without limitation, on account
     of or in any way  affecting,  concerning  or arising out of or founded upon
     the Credit Agreement, this Amendment, any of the Loan Documents or the Loan
     Party  Reorganization  Transactions,  including but not limited to all such
     loss or  damage  of any kind  heretofore  sustained  or that may arise as a
     consequence  of the dealings  between the parties up to and  including  the
     date  hereof,   including  but  not  limited  to,  the   administration  or
     enforcement of the Loans,  the Note,  any and all prior or restated  notes,
     the  Obligations  or any of the  Loan  Documents.  The  obligations  of the
     Borrower and the  Guarantors  under the Loan  Documents and this  Amendment
     shall be  absolute  and  unconditional  and shall  remain in full force and
     effect without  regard to, and shall not be released,  discharged or in any
     way affected by:

          (i)  any  exercise  or  nonexercise  of any  right,  remedy,  power or
               privilege  under  or in  respect  of  this  Amendment,  any  Loan
               Document,  any  document  relating  to or  evidencing  any of the
               Agent's or any Bank's liens or applicable law, including, without
               limitation,  any waiver,  consent (other than the consents to the
               Loan Party Reorganization  Transactions set forth in Section 7 of
               this  Amendment),   extension,  indulgence  or  other  action  or
               inaction in respect thereof; or


                                      -6-
<PAGE>

          (ii) any other act or thing or  omission  or delay to do any other act
               or thing which could operate to or as a discharge of the Borrower
               or any  Guarantor as a matter of law,  other than payment in full
               of  all   Obligations,   including,   but  not  limited  to,  all
               obligations under the Loan Documents and this Amendment.

          The Borrower and each of the Guarantors further agree to indemnify and
          hold the Agent and the Banks and their respective officers, directors,
          attorneys,  agents  and  employees  harmless  from any  loss,  damage,
          judgment, liability or expense (including attorneys' fees) suffered by
          or rendered against the Agent or the Banks, or any of them, on account
          of any claims  arising  out of or  relating  to the  Obligations.  The
          Borrower  and each of the  Guarantors  further  state  that  they have
          carefully read the foregoing release and indemnity,  know the contents
          thereof and grant the same as their own free act and deed.

7.   Consent  to   Original   Loan  Party   Reorganization;   Certain   Waivers.
     Notwithstanding  any  covenant  (other  than a potential  violation  of the
     financial  covenants  after  giving  effect  to the  foregoing  Loan  Party
     Reorganization Transactions),  term or condition of the Credit Agreement or
     the other Loan Documents,  PNC, as Agent and sole Bank,  hereby consents to
     the following  reorganization of the Original Loan Parties (the "Loan Party
     Reorganization   Transactions"),   subject,   however,  to  the  terms  and
     conditions of this Amendment:

         (a)      The merger of Norshield  into Norment with the result that all
                  assets and  liabilities  of Norshield  shall become assets and
                  liabilities of Norment and Norment shall remain a wholly owned
                  subsidiary of the Borrower;

         (b)      The change of name of Tiburon to  "CompuDyne - Public Safety &
                  Justice,  Inc."  ("Public  Safety"),   which  shall  remain  a
                  wholly-owned subsidiary of Borrower;

         (c)      The  conversion  of Fiber  Sensys  into Fiber  Sensys,  LLC, a
                  Delaware limited liability company ("Fiber Sensys, LLC"), with
                  the result  that all assets and  liabilities  of Fiber  Sensys
                  shall continue as assets and liabilities of Fiber Sensys,  LLC
                  and Fiber Sensys LLC shall be wholly-owned by Borrower;

         (d)      The  conversion of CorrLogic into  CorrLogic,  LLC, a Delaware
                  limited liability company ("CorrLogic,  LLC"), with the result
                  that all assets and liabilities of CorrLogic shall continue as
                  assets and liabilities of CorrLogic, LLC, and the contribution
                  by the Borrower of 100% of the equity  ownership  interests in
                  CorrLogic, LLC to Public Safety;

         (e)      The (i) joinder by CompuDyne - Integrated Electronics
                  Divisions, LLC, a Delaware limited liability company ("CIED,
                  LLC") as a Loan Party to the Credit Agreement and the other
                  Loan Documents and (ii) the merger by Quanta into CIED, LLC
                  (which merger shall occur prior to May 1, 2005), with the
                  result that all assets and liabilities of Quanta shall
                  continue as assets and liabilities of CIED, LLC as a Loan
                  Party under the Credit Agreement and the other Loan Documents
                  and CIED, LLC shall be wholly owned by the Borrower.

         In addition and in  consideration  for the  agreements and covenants of
         the Borrower and the  Guarantors  set forth  herein,  PNC, as Agent and
         sole Bank, hereby grants a waiver of the following covenant  violations
         under the Credit Agreement  existing as of the date hereof, and PNC, as
         Agent and sole Bank hereby further agrees that it will not exercise any
         remedies or rights to which it might  otherwise  be entitled  under the
         Loan  Documents  solely with respect to or arising  from such  covenant
         violations:

                                      -7-
<PAGE>

                  (i)  the   dissolution   and   liquidation   by   Borrower  of
         SecureTravel and the cessation of its existence; and

                  (ii) the  failure of the  Borrower  to  maintain  the  minimum
         EBITDA as of December 31, 2004 required by Section 8.2.19 of the Credit
         Agreement.

         Except as expressly set forth in the foregoing  Subsections  7(a) - (e)
         and in the immediately  preceding  clauses (i) and (ii), these consents
         and waivers shall not constitute (a) a modification or an alteration of
         any of the terms,  conditions  or covenants of the Credit  Agreement or
         any of the  Loan  Documents,  all of which  remain  in full  force  and
         effect, or (b) a waiver,  release or limitation upon the Agent's or the
         Banks' exercise of any of their rights and remedies thereunder,  all of
         which are hereby expressly  reserved.  These consents and waivers shall
         not relieve or release the Borrower or the  Guarantors  in any way from
         any of their respective  duties,  obligations,  covenants or agreements
         under the  Credit  Agreement  or the other Loan  Documents  or from the
         consequences  of any  covenant  violations  or  any  Event  of  Default
         thereunder,  except as  expressly  set forth  above in this  Section 7.
         Theses  consents and waivers shall not obligate the Agent or the Banks,
         or be construed to require the Banks, to grant any other consents or to
         waive any other covenant,  term or condition of the Credit Agreement or
         any of the other Loan  Document  or any Event of  Default or  defaults,
         whether now existing or which may occur after the date of this waiver.

8.   Guarantor    Joinder.    CIED,   LLC,   by   execution   hereof   and   the
     Post-Reorganization Guaranty (as defined below) hereby becomes a Loan Party
     to the Credit  Agreement  and a Guarantor to the Credit  Agreement  and the
     Loan Documents.

9.   Borrower Pledge  Agreement.  The Borrower and the Agent are parties to that
     certain Pledge  Agreement dated as of November 16, 2001  ("Borrower  Pledge
     Agreement")   pursuant  to  which  the  Borrower  pledged  certain  Pledged
     Collateral  (as  defined  in  the  Pledge  Agreement),  including,  without
     limitation,  Borrower's  ownership  interest  in  100%  of the  issued  and
     outstanding shares of Fiber Sensys, Corrlogic and Quanta (collectively, the
     "Reorganization  Pledged  Collateral").  In connection  with the Loan Party
     Reorganization Transactions, (i) Fiber Sensys is being converted into Fiber
     Sensys, LLC, (ii) CorrLogic is being converted into CorrLogic,  LLC and the
     Borrower is contributing  100% of the membership  interests of CorrLogic to
     Public  Safety,  and (iii) Quanta is being  merged with and into CIED,  LLC
     pursuant to which CIED, LLC is acquiring 100% of the issued and outstanding
     stock of  Quanta.  In order to  effectuate  the Loan  Party  Reorganization
     Transactions,  the Agent  hereby  releases,  subject to the delivery by the
     Borrower and Public Safety of the LLC Pledge Agreements required by Section
     9(b) below, the Reorganization Pledged Collateral and shall promptly return
     all original certificates  evidencing the Reorganization Pledged Collateral
     delivered by the  Borrower  pursuant to the Pledge  Agreement.  In order to
     evidence  the  new  composition  of the  Pledged  Collateral,  the  revised
     Schedule A to the Pledge Agreement attached hereto shall be substituted for
     the existing Schedule A currently attached to the Pledge Agreement.

10.  Additional Conditions and Covenants. The following agreements and covenants
     constitute   additional  and  substantial   consideration  for  the  Banks'
     agreement to effect the waiver and the  amendments to the Credit  Agreement
     set forth herein:


                                      -8-
<PAGE>


         (a)      The Borrower shall  reimburse the Agent for its reasonable out
                  of pocket fees and expenses  incurred in connection  with this
                  Amendment  and the  Loan  Party  Reorganization  Transactions,
                  including, without limitation, its attorney fees and expenses.

         (b)      The Borrower and the  Guarantors  shall  deliver duly executed
                  and legally  enforceable  Limited  Liability  Company Interest
                  Pledge Agreements substantially in the form attached hereto as
                  Exhibit B, as follows (the "LLC Pledge Agreements"):

                  (i)  Public  Safety,  with  respect to its  limited  liability
                  company ownership interests in CorrLogic, LLC;

                  (ii) Borrower,  with respect to its limited  liability company
                  ownership interests in Fiber Sensys, LLC; and

                  (iii) Borrower,  with respect to its limited liability company
                  ownership interests in CIED, LLC.

         (c)      Each of Public Safety,  Fiber Sensys, LLC, CorrLogic,  LLC and
                  CIED,  LLC shall execute and deliver to the Agent on behalf of
                  the Banks (A) a  Post-Reorganization  Guaranty and  Suretyship
                  Agreement (the  "Post-Reorganization  Guaranty") substantially
                  in  the  form   attached   hereto  as  Exhibit  C  and  (B)  a
                  Post-Reorganization  Guaranty Security Agreement substantially
                  in   the   form    attached    hereto   a   Exhibit   D   (the
                  "Post-Reorganization Security Agreement").

         (d)      There shall be filed in the applicable public offices such new
                  UCC  financing  statements  and  amendments  to  existing  UCC
                  financing  statements  in favor of the  Agent on behalf of the
                  Banks as the Agent may determine in its sole  discretion to be
                  necessary or appropriate to perfect,  continue or reaffirm the
                  Agent's   security   interests   under  the  Loan   Documents,
                  including,   without   limitation,   the   Post-Reorganization
                  Security   Agreement,   with   respect   to  the  Loan   Party
                  Reorganization Transactions described in this Amendment.

         (e)      The Borrower  and the  Guarantors  shall  deliver to the Agent
                  true, correct and complete copies of all merger, conversion or
                  other  corporate/limited  liability company  organizational or
                  amendatory  documents,  instruments,  certificates and filings
                  relating to,  evidencing,  effectuating or perfecting the Loan
                  Party Reorganization  Transactions,  including all resolutions
                  of all of the boards of directors of the Loan Parties  adopted
                  in connection with the same, all of which shall be in form and
                  substance acceptable to the Agent and its counsel.

         (f)      The Borrower and the Guarantors shall deliver to the Agent (i)
                  good standing  certificates from the respective  jurisdictions
                  of  incorporation  or organization of the Borrower and each of
                  the Loan Parties, as constituted following consummation of the
                  Loan Party Reorganization Transactions,  (ii) certified copies
                  of the certificates or articles of  organization/formation  of
                  each of CIED, LLC,  CorrLogic,  LLC and Fiber Sensys, LLC from
                  their respective jurisdictions of  organization/formation  and
                  (iii)  Secretary's  Certificates from the Borrower and each of
                  the  Guarantors  affected  by the  Loan  Party  Reorganization
                  Transactions setting forth or attaching (A) true, accurate and
                  complete  copies  of the  directors',  managers'  or  members'
                  authorizations   regarding  execution  and  delivery  of  this
                  Amendment,     the    Post-Reorganization     Guaranty,    the
                  Post-Reorganization   Security   Agreement,   the  LLC  Pledge
                  Agreements and all other documents, instruments and agreements
                  described  herein  or  executed  or  delivered  in  connection
                  herewith,  as well  as the  consummation  of the  transactions
                  herein  and  therein  described  and  (B) the  incumbency  and
                  authority of the officers,  managers or members  executing the
                  same  on  behalf  of  the  Borrower  or  the  Guarantors,   as
                  applicable.

                                      -9-
<PAGE>

         (g)      The Borrower  and the  Guarantors  shall  deliver to the Agent
                  such UCC,  judgment  and lien  searches  required by the Agent
                  against each of Tiburon,  Fiber  Sensys,  CorrLogic and Quanta
                  showing no liens,  security  interests,  judgments,  lawsuits,
                  encumbrances  or any other charge or potential  charge against
                  such entities or any of their respective  assets or properties
                  other than those in favor of the Agent for the  benefit of the
                  Banks,  Permitted  Liens  or  those to  which  the  Agent  may
                  expressly consent in writing.

         (h)      The Borrower and the Guarantors  shall have complied with such
                  other   conditions  and   requirements,   including,   without
                  limitation,    the   execution   and   delivery   of   further
                  reaffirmation documents,  instruments and agreements, that the
                  Agent may reasonably require.

11.  Counterparts.  This  Amendment  may be signed in any number of  counterpart
     copies and by the  parties  hereto on separate  counterparts,  but all such
     copies shall constitute one and the same instrument.

12.  Binding  Effect.  This  Amendment  will be  binding  upon and  inure to the
     benefit of the Borrower, the Guarantors,  the Banks and the Agent and their
     respective heirs, executors, administrators, successors and assigns.

13.  Representation by Counsel.  The Borrower and each Guarantor  represents and
     warrants that they are  represented  by legal counsel of their choice,  and
     that their counsel has had the opportunity to review this  Amendment,  that
     they are  fully  aware of the  terms  contained  herein  and that they have
     voluntarily and without coercion or duress of any kind or nature whatsoever
     entered into this Amendment. The provisions of this Amendment shall survive
     the execution and delivery of this Amendment.

14.  LIMITATION  ON  DAMAGES.  NEITHER  THE  AGENT,  ANY BANK  NOR ANY  AGENT OR
     ATTORNEY FOR OR OF THE AGENT OR ANY BANK SHALL BE LIABLE TO THE BORROWER OR
     ANY GUARANTOR FOR ANY INDIRECT, SPECIAL,  CONSEQUENTIAL OR PUNITIVE DAMAGES
     ARISING  FROM ANY BREACH OF CONTRACT,  TORT OR OTHER WRONG  RELATING TO THE
     ESTABLISHMENT,  ADMINISTRATION OR COLLECTION OF THE OBLIGATIONS, AS DEFINED
     IN ANY LOAN  DOCUMENT OR THE ACTION OR INACTION OF THE AGENT OR ANY BANK OR
     THE BORROWER OR ANY GUARANTOR  UNDER THIS AMENDMENT OR ANY LOAN DOCUMENT OR
     OTHERWISE.



                                      -10-

<PAGE>




15.  Ratification  of Loan Documents.  Except as waived or amended  hereby,  the
     terms and  provisions of the Loan  Documents  remain  unchanged and in full
     force and effect, and are hereby ratified and affirmed. Except as expressly
     provided herein, this Amendment shall not constitute an amendment,  waiver,
     consent or release with respect to any  provision of any Loan  Document,  a
     waiver  of any  default  or Event of  Default  thereunder,  or a waiver  or
     release of any of the Banks'  rights and remedies  (all of which are hereby
     reserved).  The Borrower and each of the  Guarantors  expressly  ratify and
     confirm the confession of judgment (if applicable) and waiver of jury trial
     provisions  contained in the Loan Documents as if set forth herein in their
     entirety as of the date hereof.



                     [THIS SPACE INTENTIONALLY LEFT BLANK -
                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]


                                      -11-
<PAGE>




                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                  AND AMENDMENT TO SECURITIES PLEDGE AGREEMENT]

WITNESS the due execution hereof as of the day and year first above written.




COMPUDYNE CORPORATION                   COMPUDYNE - INTEGRATED
                                        ELECTRONICS DIVISIONS, LLC successor
                                        by merger to QUANTA SYSTEMS CORPORATION

By:
---------------------------------------
Title: CFO-Treasurer                    By:
                                            -----------------------------------
                                        Title:
CORRLOGIC, LLC,
formerly CORRLOGIC, INC.
                                        QUANTA SYSTEMS CORPORATION

By:
---------------------------------------
Title:

                                        By:
FIBER SENSYS, LLC,                          -----------------------------------
formerly FIBER SENSYS, INC.             Title:


By:
--------------------------------------- PNC BANK, NATIONAL ASSOCIATION,
Title:                                  as a Bank and as Agent



COMPUDYNE - PUBLIC SAFETY &
JUSTICE, INC., formerly TIBURON, INC.
                                        By:
                                            -----------------------------------
                                        Title:  Vice President
By:
---------------------------------------
Title: Vice President


NORMENT SECURITY GROUP, INC.,
for itself and as successor
by merger to NORSHIELD CORPORATION


By:
---------------------------------------
Title: Vice President

<PAGE>



                         AMENDMENTS TO CREDIT AGREEMENT
                         AND SECURITIES PLEDGE AGREEMENT

                                    EXHIBIT A



         The Credit  Agreement and the  Securities  Pledge  Agreement are hereby
amended as follows:

                  I.       Background to Amendment
                  --------------------------------

         The Borrower, the Guarantors, the Banks and the Agent desire to (A)
amend the Credit Agreement (i) to recognize and give effect under the Credit
Agreement and the Loan Documents to the Loan Party Reorganization Transactions,
(ii) to amend certain of the financial reporting obligations of the Borrower,
(iii) to waive certain covenant violations, (iv) to amend the Applicable Margin
under the Credit Agreement, (iv) to modify the marketable investments collateral
coverage requirements, (v) to delete the minimum EBITDA financial covenant and
(vi) to make certain other technical and conforming modifications to the terms
and provisions of the Credit Agreement regarding the Bank's outstanding Letter
of Credit to Regions Bank, as trustee, supporting Industrial Development Board
of the City of Montgomery Series 1999 Revenue Bonds for Norment and (B) make a
conforming change to the Securities Pledge Agreement.



                  II.      Credit Agreement Amendments
                  ------------------------------------

         (A) The Loan Party Reorganization Transactions described in the
Amendment are incorporated into the Credit Agreement. References to the
"Guarantors" in the Credit Agreement shall mean and refer to the Guarantors as
constituted after consummation of the Loan Party Reorganization Transactions who
are signatory parties to the Amendment and each other Person who may hereafter
join in the Credit Agreement as a Guarantor pursuant to Section 11.18 of the
Credit Agreement. The Amended and Restated Schedules 6.1.1, 6.1.3 and 6.1.17
attached to this Exhibit A set forth the organizational, ownership and
capitalization information regarding the Guarantors as constituted following
consummation of the Loan Party Reorganization Transactions and are hereby
substituted in replacement of Schedules 6.1.1, 6.1.3 and 6.1.17 currently
attached to the Credit Agreement.

         (B) The definition of "Liquidity Period" set forth in Section 1.1 is
deleted and restated in its entirety as follows:

         "Liquidity Period" shall mean, with respect to the First Norment Letter
         of Credit or the Second Norment Letter of Credit the period beginning
         on the date of the issuance by the Agent of such Letter of Credit and
         terminating on the first to occur of (i) the date such Letter of Credit
         terminates in accordance with its terms, (ii) the first date on which
         there are no longer any Norment Bonds or 1999 Norment Bonds, as the
         case may be, outstanding other than Norment Bonds or 1999 Norment Bonds
         secured by an alternate letter of credit, or (iii) the date the
         Liquidity Period is terminated pursuant to Section 9.2.1."

                                  EXHIBIT A-1
<PAGE>


         (C) The following new Section 2.8.11 is added:

         "2.8.11. Special Provisions for First Norment Letter of Credit.

                  2.8.11.1 The Loan Parties hereby request the issuance, as a
         Letter of Credit under the Letter of Credit Subfacility provided in
         this Section 2.8, of an Irrevocable Letter of Credit (No. S243626SCP)
         in the face amount of $1,847,300, representing a principal component of
         $1,820,000 and an interest component of $27,300 based upon 45 days'
         interest at an assumed maximum rate of 12% per annum, for the benefit
         of Norment dated November 16, 2001 (the "First Norment Letter of
         Credit") in favor of Regions Bank, as trustee (the 1999 Trustee") to
         support $2,100,000 of Variable/Fixed Rate Industrial Development
         Revenue Bonds (Norment Industries, Inc. Project) Series 1999 (the "1999
         Norment Bonds") issued by The Industrial Development Board of the City
         of Montgomery (the "Issuer") pursuant to a Trust Indenture between the
         1999 Trustee and the Issuer dated as of August 1, 1999 (the "1999 Trust
         Indenture"). The First Norment Letter of Credit shall be in the form,
         and be governed by the terms of, the letter of credit attached hereto
         as Exhibit 2.8.11.1 and such Exhibit and the provisions of this
         Subsection 2.8.11 shall control with respect to the First Norment
         Letter of Credit and the Loan Parties' Obligations relating thereto. In
         the event of a conflict between the terms and provisions applicable to
         the First Norment Letter of Credit by virtue of this Subsection 2.8.11,
         and any other provisions of this Agreement or the other Loan Documents,
         Subsection 2.8.11 shall control. All capitalized terms used in this
         Subsection 2.8.11 and not otherwise defined shall have the meaning
         ascribed to such terms in the First Norment Letter of Credit.

                  The First Norment Letter of Credit shall be effective on its
         date of issuance and shall expire at 5:00 p.m. on the Stated Expiration
         Date. On or prior to the Stated Expiration Date and on each anniversary
         date thereafter, the Agent may, upon the written request of the
         Borrower given to the Agent not more than one hundred twenty (120) days
         nor less than sixty (60) days prior to such anniversary date, elect, at
         its sole option, to extend the Stated Expiration Date with respect to
         the First Norment Letter of Credit for one additional year, it being
         understood that the Agent shall have no obligation to grant any such
         extension. Any such extension shall be subject to the mutual agreement
         of the Borrower and the Agent as to any fees to be applicable to the
         period of extension.

                  2.8.11.2 The Borrower hereby agrees to pay or cause to be paid
         to the Agent on behalf of the Banks with respect to draws by the 1999
         Trustee under the First Norment Letter of Credit:


                                  EXHIBIT A-2
<PAGE>



                  (i) a sum equal to each amount drawn under the First Norment
         Letter of Credit by a B Drawing, on the same Business Day that such
         draw is honored, but not before the draw is honored;

                  (ii) a sum equal to each amount drawn against the Interest
         Portion of the Stated Amount by a C Drawing (A) in the case of any such
         amount drawn on an Interest Payment Date (as defined in the 1999 Trust
         Indenture) of the 1999 Norment Bonds being purchased with the proceeds
         of such C Drawing, the same Business Day that such draw is honored but
         not before the draw is honored, and (B) in all other cases, on the
         first to occur of (1) the first Business Day of the first calendar
         month following the calendar month in which such draw is honored, (2)
         the date on which the 1999 Norment Bonds purchased with the proceeds of
         such C Drawing are remarketed by the then current remarketing agent for
         the 1999 Norment Bonds (the "Remarketing Agent") and the proceeds
         thereof delivered to the 1999 Trustee, (3) the date on which the 1999
         Norment Bonds purchased with the proceeds of such C Drawing are
         redeemed or otherwise paid in full, or (4) the date the Liquidity
         Period terminates;

                  (iii) a sum equal to each amount drawn against the Principal
         Portion of the Stated Amount by a C Drawing, on the first to occur of
         (A) the date on which the 1999 Norment Bonds purchased with the
         proceeds of such C Drawing are remarketed by the Remarketing Agent and
         the proceeds thereof are delivered to the 1999 Trustee, (B) the date on
         which the 1999 Norment Bonds purchased with the proceeds of such C
         Drawing are redeemed or otherwise paid in full, or (C) the date the
         Liquidity Period terminates; and

                  (iv) a sum equal to each amount drawn under the Norment Letter
         of Credit by an A Drawing, on the same Business Day after such draw is
         honored.

                  All  sums  payable  to the  Agent  and the  Banks  under  this
         Subsection   2.8.11.2   shall   bear   interest,   from  the  date  the
         corresponding  draw is honored under the First Norment Letter of Credit
         until such sums are paid in full (it being  understood  and agreed that
         any sum paid to the Agent  after  12:00  noon,  Pittsburgh  time,  on a
         Business Day shall bear  interest as if it was paid at 9:00 a.m. on the
         next  following  Business Day), at a rate equal to the Base Rate Option
         plus Applicable  Margin.  Interest accruing pursuant to this Subsection
         2.8.11.2  shall be due and  payable on the first  Business  Day of each
         calendar month after the date the  corresponding  draw is honored under
         the First Norment  Letter of Credit and on the date the  respective sum
         is paid.


                  2.8.11.3 The First Norment Letter of Credit shall be subject
         to reinstatement, reduction and transfer as set forth therein.

                  2.8.11.4 Without the prior written consent of the Required
         Banks, the Borrower shall not redeem, or give any notice under the 1999
         Trust Indenture or any other document relating to the 1999 Norment
         Bonds of its intention to redeem any of the 1999 Norment Bonds pursuant
         to the optional redemption provisions thereof, if the 1999 Trustee
         would be permitted or required under the Indenture to draw under the
         First Norment Letter of Credit for the purpose of obtaining funds to
         effect such redemption.





                                  EXHIBIT A-3
<PAGE>


                  Notwithstanding the foregoing, unless otherwise directed to
         the contrary by the Agent with the approval of the Required Banks, on
         each August 1 (or on the first Business Day following August 1 if
         August 1 is not a Business Day) commencing August 1, 2000, the Borrower
         shall cause $140,000 in aggregate principal amount of 1999 Norment
         Bonds to be redeemed pursuant to the provisions of Sections 6.01(a) and
         (d) of the 1999 Trust Indenture, until such time as no 1999 Norment
         Bonds remain outstanding under the 1999 Trust Indenture. Further, in
         order to provide funds to reimburse the Bank for drawings on the First
         Norment Letter of Credit to pay the principal of 1999 Norment Bonds
         redeemed pursuant to the requirements of this Section 2.8.11.4, the
         Borrower shall deposit, or cause to be deposited, $35,000 in the Bond
         Fund under the 1999 Trust Indenture on November 1, 1999, and on the
         first day of each February, May, August and November thereafter.

                  2.8.11.5 The Borrower will obtain the consent of the Required
         Banks whenever the consent of the 1999 Trustee is required to be
         obtained under the 1999 Trust Indenture or any document, instrument or
         agreement relating to the 1999 Norment Bonds (the "1999 Norment Bond
         Documents"). The Borrower will not consent to or enter into any
         amendment of or supplement to the 1999 Norment Bond Documents without
         the consent of the Required Banks.

                  2.8.11.6(a) To secure the Borrower's obligations to the Banks
         under this Agreement with respect to the First Norment Letter of Credit
         (as well as all other Letters of Credit issued hereunder), the Borrower
         hereby pledges and assigns to the Agent on behalf of the Banks, and
         grants to the Agent on behalf of the Banks, a security interest in, all
         of the Borrower's right, title and interest, now owned or hereafter
         acquired, in and to any and all 1999 Norment Bonds which (a) have been
         tendered for purchase pursuant to tender option provisions of the 1999
         Norment Bonds and the 1999 Trust Indenture (or under any other
         provision of any indenture related to any other Letter of Credit), and
         (b) have not been successfully remarketed by the Remarketing Agent
         prior to 11:00 a.m. on the date of purchase thereof pursuant to such
         tender (collectively, the "Unremarketed Tendered 1999 Bonds") (together
         with all income therefrom and proceeds thereof) purchased pursuant to
         the 1999 Trust Indenture with the proceeds of a C Drawing presented
         under the First Norment Letter of Credit for which neither (i) full
         reimbursement has been made to the Agent on behalf of the Banks, nor
         (ii) the 1999 Trustee holds sufficient funds which, pursuant to the
         1999 Trust Indenture (or other indenture), the 1999 Trustee (or other
         trustee) is required to apply on behalf of the Borrower to reimburse
         the Bank in full for such C Drawing on the date such C Drawing is paid
         by the Agent. Such Unremarketed Tendered 1999 Bonds shall be, and are
         hereby, pledged to the Agent as agent for the Banks, registered in its
         name as pledgee of the Borrower and delivered to and held by the 1999
         Trustee or tender agent as agent for the Agent on behalf of the Banks
         under this Subsection 2.8.11.6 or, at the option of the Agent on behalf
         of the Banks by written notice to the Borrower and the 1999 Trustee,
         the pledged Unremarketed Tendered 1999 Bonds specified in such notice
         shall be delivered to and held by the Agent on behalf of the Banks;
         provided that, if such pledged Unremarketed Tendered 1999 Bonds are
         held in uncertificated form pursuant to an agreement with the
         Depository Trust Company, or a successor securities depository, then
         such pledge to the Banks shall be recorded in the registration books
         maintained by the 1999 Trustee and in the records of ownership
         maintained by the securities depository and any participant through
         which such Pledged 1999 Bonds are held. Unremarketed Tendered 1999
         Bonds which are so pledged and held by the 1999 Trustee or tender agent
         as agent for the Agent on behalf of the Banks are herein referred to as
         "Pledged 1999 Bonds".

                                  EXHIBIT A-4
<PAGE>


                  (b) Any principal of and interest on Pledged 1999 Bonds which
         become due and payable (including any due bills received upon purchase
         thereof pursuant to the record date provisions of the 1999 Trust
         Indenture or the Bonds) shall be paid to the Agent on behalf of the
         Banks. All sums of money so paid to the Agent in respect of Pledged
         1999 Bonds shall be credited against the obligation of the Borrower to
         reimburse the Agent on behalf of the Banks, with interest, for the
         amount drawn with a Tender Draft to fund the purchase of such Pledged
         1999 Bonds pursuant to the 1999 Trust Indenture.

                  (c) If the Borrower pays or causes to be paid in full its
         obligation under Subsection 2.8.11.2 for the reimbursement of the
         amount (or allocable portion thereof) drawn with a C Drawing to fund
         the purchase of Pledged 1999 Bonds pursuant to the 1999 Trust Indenture
         (or if the 1999 Trustee has received immediately available funds which,
         pursuant to the 1999 Trust Indenture, the 1999 Trustee is required to
         pay over promptly to the Agent in an amount sufficient to pay the
         Borrower's reimbursement obligation under Subsection 2.8.11.2 with
         respect to the amount drawn with such C Drawing to fund the purchase of
         such Pledged 1999 Bonds), and provided no Event of Default has occurred
         and is continuing, the Agent will release from the pledge of this
         Agreement and will deliver, or cause its agent to deliver, such Pledged
         1999 Bonds to such person or persons as the 1999 Trustee or the
         Borrower may direct. An amount equal to the principal of, plus accrued
         interest on, such Pledged 1999 Bonds shall be presumed (absent notice
         to the contrary) to be an "amount sufficient" for purposes of this
         Subsection 2.8.11.6 (c) and, upon receipt of such amount by the 1999
         Trustee for payment to the Agent as aforesaid, the 1999 Trustee shall
         be automatically authorized to deliver such Pledged 1999 Bonds as
         aforesaid free from the pledge of this Agreement, unless the 1999
         Trustee has received from the Agent written notice or telephonic notice
         (which shall thereafter be confirmed in writing) that such release
         shall not occur.



                                  EXHIBIT A-5
<PAGE>


                  (d) Neither the Agent nor the Banks shall be liable for
         failure to collect or realize upon the obligations secured by the
         Pledged 1999 Bonds or any collateral security or guarantee therefor, or
         any part thereof, or for any delay in so doing, and neither the Agent
         nor the Banks shall be under any obligation to take any action
         whatsoever with regard thereto.

                  (e) The Borrower represents and warrants to the Agent and the
         Banks that the pledge, assignment and delivery of Pledged 1999 Bonds
         pursuant to this Section 2.8.11.6 will create a valid first lien on and
         a first-perfected security interest in, all right, title and interest
         of the Borrower in and to the Pledged 1999 Bonds, and the proceeds
         thereof. The Borrower covenants and agrees that it will defend the
         Agent's and the Banks' right, title and security interest in and to the
         Pledged 1999 Bonds and the proceeds thereof against the claims and
         demands of all persons. In addition to its other rights and remedies
         under this Agreement and the 1999 Norment Bond Documents, the Agent,
         acting as agent for the Banks, shall have the rights and remedies of a
         secured party under the Uniform Commercial Code or other applicable law
         with respect to the security interests created by this Subsection."

         (D) Section 4.1.1. is deleted and restated in its entirety as follows:

                  "4.1.1 Revolving Credit Interest Rate Options.

                  The Borrower shall have the right to select from the following
         Interest Rate Options applicable to the Revolving Credit Loans:

                  (i) Base Rate Option: A fluctuating rate per annum (computed
         on the basis of a year of 365 or 366 days, as the case may be, and
         actual days elapsed) equal to the Base Rate plus the Applicable Margin,
         such interest rate to change automatically from time to time effective
         as of the effective date of each change in the Base Rate; or

                  (ii) Euro-Rate Option: A rate per annum (computed on the basis
         of a year of 360 days and actual days elapsed) equal to the Euro-Rate
         plus the Applicable Margin.

                  Anything   contained   in  this   Agreement  to  the  contrary
         notwithstanding,  so long as  Borrower is in full  compliance  with the
         Required  Coverage  covenants  sets  forth in  Section  8.1.15  of this
         Agreement,  the "Applicable  Margin" for purposes of this Section 4.1.1
         shall be 100 basis points (1.0%).  At all other times,  the "Applicable
         Margin"  shall mean those  respective  amounts set forth in the pricing
         grid  contained in the  definition of Applicable  Margin in Section 1.1
         hereof."

                  (E) Section 8.1.15. is deleted and restated in its entirety as
follows:

                  8.1.15. Marketable Investments Collateral Coverage.

                  The Borrower shall at all times maintain a first priority
         perfected pledge and collateral assignment of, and security interest in
         favor of the Agent, on behalf of the Banks, in cash and marketable
         securities acceptable to the Agent, in its sole discretion (which shall
         be maintained with such financial institutions, brokerage firms or
         other securities intermediaries or custodians as may be acceptable to
         the Agent) (the "Investment Collateral"), having a Minimum Margin Value
         at all times equal to an amount not less than the sum of (i) the unpaid
         aggregate principal balance of all Loans advanced under this Agreement
         and (ii) all Letter of Credit Outstandings (the "Required Coverage").
         The Banks shall have no obligation to advance any Loans or issue any
         Letters of Credit unless and until the Borrower is in full compliance
         with the foregoing covenant, and if at any time the value of the
         Investment Collateral should for any reason be less than the Required
         Coverage, the Borrower shall make an immediate prepayment of the Loans
         (or a cash deposit with respect to Letter of Credit Outstandings, as
         the case may be) or pledge additional Investment Collateral in an
         amount necessary to achieve compliance with said Required Coverage
         requirements. The value of all Investment Collateral shall be
         calculated as of any date as the market value of such Investment
         Collateral determined by the Agent, in its reasonable discretion, and
         "Minimum Margin Value" shall be calculated as of any time by
         multiplying the Investment Collateral value times ninety percent (90%).
         All pledge, assignment and security interest documentation (which shall
         include, without limitation, pledge agreements and control or other
         custody or perfection agreements as may be required by the Agent) shall
         be acceptable to the Agent in it sole discretion.


                                  EXHIBIT A-6
<PAGE>



                  (F) Section 8.3.1 is deleted in its entirety and restated as
follows:

                  "8.3.1 Quarterly Financial Statements; Monthly Financial
         Statements.

                  As soon as available  and in any event  within (i)  forty-five
         (45)  calendar  days  after the end of each of the first  three  fiscal
         quarters in each fiscal year and (ii) thirty (30)  calendar  days after
         the end of each month  (except with  respect to (A)  January,  in which
         case the time period shall be sixty (60)  calendar  days and (B) March,
         in which case the time period shall be forty-five  (45) calendar days),
         financial statements of the Borrower,  consisting of a consolidated and
         consolidating  balance  sheet as of the end of such  fiscal  quarter or
         calendar   month,   as  applicable,   and  related   consolidated   and
         consolidating statements of income, stockholders' equity and cash flows
         for the fiscal quarter or calendar month, as applicable, then ended and
         the  fiscal  year  through  that  date,  all in  reasonable  detail and
         certified  (subject to normal year-end audit  adjustments) by the Chief
         Executive Officer, President or Chief Financial Officer of the Borrower
         as having been prepared in accordance with GAAP,  consistently applied,
         and  setting  forth  in  comparative  form  the  respective   financial
         statements for the corresponding date and period in the previous fiscal
         year."


         (G) Section 8.2.17 is deleted in its entirety and restated as follows:

                  8.2.27. Maximum Leverage Ratio.

                                  EXHIBIT A-7
<PAGE>


                           The Loan Parties shall not permit the Leverage  Ratio
         to exceed 2.0 to 1.0 on or at any time after March 31, 2006.

         (H) Section 8.218 is deleted and restated in its entirety as follows:

                           "8.2.18  Minimum Consolidated Tangible Net Worth.

         The Borrower shall not at any time permit its Consolidated Tangible Net
         Worth,  calculated  as of the  end  of  each  fiscal  quarter  for  the
         preceding four (4) fiscal quarters then ended commencing March 31 2006,
         to be less than  $51,250,000.  On March 31,  2007 and on each  March 31
         thereafter  so  long  as any  Indebtedness  is  outstanding  under  the
         Revolving  Credit  Facilities,  the Minimum  Consolidated  Tangible Net
         Worth  requirement  may be  adjusted  by the Bank to a higher  or lower
         amount determined by Bank upon notice to Borrower."

         (I) Section 8.2.19 [Minimum EBITDA] is deleted in its entirety.

         (J)  Subsection  9.2.1 is  deleted  and  restated  in its  entirety  as
follows:

                  "9.2.1 Events of Default Other Than Bankruptcy, Insolvency or
         Reorganization Proceedings.

                  If an Event of Default specified under Sections 9.2.1 through
         9.2.13 shall occur and be continuing, the Banks and the Agent shall be
         under no further obligation to make Loans or issue Letters of Credit,
         or make any Swing Line Loans, as the case may be, and the Agent may,
         and upon the request of the Required Banks, shall (i) by written notice
         to the Borrower, declare the unpaid principal amount of the Notes
         (including all Reimbursement Obligations under Letters of Credit
         evidenced thereby) then outstanding and all interest accrued thereon,
         any unpaid fees and all other Indebtedness of the Borrower to the Banks
         hereunder and thereunder to be forthwith due and payable, and the same
         shall thereupon become and be immediately due and payable to the Agent
         for the benefit of each Bank without presentment, demand, protest or
         any other notice of any kind, all of which are hereby expressly waived,
         (ii) by written notice to the Trustee and the 1999 Trustee, as
         applicable, the Borrower and the respective Remarketing Agents for the
         Norment Bonds and the 1999 Norment Bonds, terminate the Liquidity
         Period with respect to the First Norment Letter of Credit and/or Second
         Norment Letter of Credit, (iii) notify the Trustee or the 1999 Trustee,
         as applicable, of such Event of Default; direct the Trustee or the 1999
         Trustee, as applicable to declare an Event of Default, as defined in
         the Trust Indenture or the 1999 Trust Indenture, as applicable,
         pursuant to the applicable provisions of the Trust Indenture or the
         1999 Trust Indenture; direct the Trustee to draw on the First Norment
         Letter of Credit and/or Second Norment Letter of Credit, as applicable;
         and direct the Trustee and/or the 1999 Trustee, as applicable, to
         accelerate the maturity of the Norment Bonds and/or the 1999 Norment
         Bonds, as applicable, or to effect a mandatory tender of the Norment
         Bonds or the 1999 Norment Bonds, as applicable, and (iv) require the
         Borrower to, and the Borrower shall thereupon, deposit in a
         non-interest-bearing account with the Agent, as cash collateral for its
         Obligations under the Loan Documents, an amount equal to the maximum
         amount currently or at any time thereafter available to be drawn on all
         outstanding Letters of Credit, and the Borrower hereby pledges to the
         Agent and the Banks, and grants to the Agent and the Banks a security
         interest in, all such cash as security for such Obligations. Upon the
         curing of all existing Events of Default to the satisfaction of the
         Required Banks (and the Trustee with respect to the Norment Bonds or
         the 1999 Trustee with respect to the 1999 Norment Bonds, as
         applicable), the Agent shall return such cash collateral to the
         Borrower; and"


                                   EXHIBIT A-8
<PAGE>


                  III. Securities Pledge Agreement Amendments.

         A. Section 4.1 is deleted and restated in its entirety as follows:

                  "4.1 Unless  otherwise  agreed in writing  between the Pledgor
         and the  Secured  Party,  the  Pledgor  agrees to maintain at all times
         Collateral  (of the type listed in Exhibit B attached  hereto) having a
         minimum  Account  Value at all times equal to an amount  sufficient  to
         satisfy the  Required  Coverage  (as  defined in the Credit  Agreement)
         requirements  of  Section  8.1.15  of  the  Credit  Agreement,  and  to
         immediately  provide  additional  Collateral  (of the  type  listed  in
         Exhibit  B  attached  hereto)  to the  Secured  Party  if the  Required
         Coverage is not as of any time  maintained.  "Account  Value"  shall be
         calculated  AS OF ANY DAY as the  market  value  of the  Collateral  as
         reasonably determined by the Secured Party."




                                  EXHIBIT A-9
<PAGE>








STATE OF ____________________________________                          )
                                                                       ) SS:
COUNTY OF                                                              )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned officer, personally appeared ______________________________________,
who  acknowledged  himself/herself  to be  the  ____________________________  of
COMPUDYNE  CORPORATION and that he/she, as such officer,  being authorized to do
so,  executed the foregoing  instrument  for the purposes  therein  contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ----------------------------------------------
                                  Notary Public

My commission expires:






STATE OF ___________________________________                           )
                                                                       ) SS:
COUNTY OF                                                              )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned officer, personally appeared ______________________________________,
who  acknowledged  himself/herself  to be  the  ____________________________  of
CORRLOGIC, LLC, formerly CORRLOGIC, INC. and that he/she, as such officer, being
authorized to do so, executed the foregoing  instrument for the purposes therein
contained by signing on behalf of the limited liability company as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ----------------------------------------------
                                  Notary Public

My commission expires:






<PAGE>



STATE OF _________________________________________   )
                                                     ) SS:
COUNTY OF                                            )
          ----------------------------------------



         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned officer, personally appeared  _____________________________________,
who acknowledged himself/herself to be the ____________________________ of FIBER
SENSYS,  LLC,  formerly,  FIBER SENSYS,  INC. and that he/she,  as such officer,
being  authorized to do so,  executed the foregoing  instrument for the purposes
therein  contained by signing on behalf of the limited liability company as such
officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ---------------------------------------------
                                  Notary Public

My commission expires:




STATE OF ___________________________________    )
                                                ) SS:
COUNTY OF                                       )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned officer, personally appeared  _____________________________________,
who  acknowledged  himself/herself  to be  the  ____________________________  of
COMPUDYNE - PUBLIC  SAFETY & JUSTICE,  INC.,  formerly  TIBURON,  INC.  and that
he/she,  as such  officer,  being  authorized  to do so,  executed the foregoing
instrument  for the  purposes  therein  contained  by  signing  on behalf of the
corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ----------------------------------------------
                                  Notary Public

My commission expires:






<PAGE>



STATE OF ___________________________________    )
                                                ) SS:
COUNTY OF                                       )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned officer,  personally appeared  _______________________________,  who
acknowledged himself/ herself to be the  ____________________________ of NORMENT
SECURITY GROUP,  INC. and that he/she,  as such officer,  being authorized to do
so,  executed the foregoing  instrument  for the purposes  therein  contained by
signing on behalf of the corporation as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ---------------------------------------------
                                  Notary Public

My commission expires:






STATE OF ____________________________________   )
                                                ) SS:
COUNTY OF                                       )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned              officer,               personally              appeared
_______________________________________,  who acknowledged himself/herself to be
the   ____________________________   of  COMPUDYNE  -   INTEGRATED   ELECTRONICS
DIVISIONS, LLC, successor to QUANTA SYSTEMS CORPORATION and that he/she, as such
officer,  being  authorized to do so, executed the foregoing  instrument for the
purposes therein contained by signing on behalf of the limited liability company
as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ----------------------------------------------
                                  Notary Public

My commission expires:




<PAGE>



STATE OF ____________________________________   )
                                                ) SS:
COUNTY OF                                       )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned              officer,               personally              appeared
_______________________________________,  who acknowledged himself/herself to be
the  ____________________________ of QUANTA SYSTEMS CORPORATION and that he/she,
as such officer,  being  authorized to do so, executed the foregoing  instrument
for the purposes  therein  contained by signing on behalf of the  corporation as
such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ---------------------------------------------
                                  Notary Public

My commission expires:







COMMONWEALTH OF PENNSYLVANIA                )
                                            ) SS:
COUNTY OF                                   )
          ----------------------------------

         On this, the _____ day of March,  2005, before me, a Notary Public, the
undersigned  officer,  personally appeared Thomas J. Fowlston,  who acknowledged
himself to be the Vice President of PNC BANK, NATIONAL  ASSOCIATION and that he,
as such officer,  being  authorized to do so, executed the foregoing  instrument
for the  purposes  therein  contained  by signing on behalf of said bank as such
officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ---------------------------------------------
                                  Notary Public

My commission expires:

<PAGE>




                                    EXHIBIT B

                          Form of LLC Pledge Agreements





<PAGE>




                                    EXHIBIT C

                      Form of Post-Reorganization Guaranty



<PAGE>



                                    EXHIBIT D

                 Form of Post-Reorganization Security Agreement