NOTE PURCHASE AGREEMENT


                            dated as of

                           April 15,1997


                            by and between


                  SECURITY SYSTEMS HOLDINGS, INC.
                             as Issuer,


                               and


             THE NOTEHOLDERS SIGNATORIES HERETO.

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS                                        -2-
     SECTION 1.1 Certain Defined Terms                        -2-
     SECTION 1.2 Accounting Terms                             12
 
ARTICLE 2.
SALE AND ISSUANCE OF NOTES;
INTEREST; PAYMENTS AND TERMS OF NOTES                          13
     SECTION 2.1 Sale and Issuance of the Notes                13
     SECTION 2.2 Interest on the Notes                         13
     SECTION 2.3 Payments and Prepayments                      14

ARTICLE 3. CONDITIONS TO NOTE ISSUANCE                         15
     SECTION 3.1 Conditions to Performance of Noteholders      15
     SECTION 3.2 Conditions to Performance of the Parties      16

ARTICLE 4. REPRESENTATIONS AND WARRANTIES                      17
     SECTION 4.1  Organization and Good Standing               17
     SECTION 4.2  Authorization and Power                      17
     SECTION 4.3  No Conflicts or Consents                     17
     SECTION 4.4  Enforceable Obligations                      17
     SECTION 4.5  No Default                                   18
     SECTION 4.6  Capital Structure and Subsidiaries           18
     SECTION 4.7  Investment Company Act                       18
     SECTION 4.8  Public Utility Holding Company Act           18
     SECTION 4.9  Financial Statements                         18
     SECTION 4.10 Financial Information :                      18
     SECTION 4.11 Business Relationships                       19
     SECTION 4.12 Brokers                                      19
     SECTION 4.13 Statutory Compliance                         19
     SECTION 4.14 Taxes                                        19
     SECTION 4.15 Litigation                                   19
     SECTION 4.16 Title to Properties                          19
     SECTION 4.17 Labor Relations                              20
     SECTION 4.18 Contingent Obligations                       20
     SECTION 4.19 Investments                                  20
     SECTION 4.20 Representations and Warranties
                  of the Noteholders                           20

ARTICLE 5. COVENANTS                                           21
     SECTION 5.1 Indebtedness                                  21
     SECTION 5.2 Payments                                      22


     SECTION 5.3 Transactions with Affiliates                  22
     SECTION 5.4 Liens                                         22
     SECTION 5.5 Mergers, Consolidations, etc                  23
     SECTION 5.6 Limitation on Asset Sales                     23
     SECTION 5.7 Existence                                     23
     SECTION 5.8 Financial Statements and Other Reports        24
     SECTION 5.9 Compliance with Laws                          24
     SECTION 5.10 Payment of Taxes and Other Claims            24
     SECTION 5.11 Maintenance of Properties and Insurance      25
     SECTION 5.12 Maintaining Records; Access to Properties
                 and Inspections                               25
     SECTION 5.13 Preservation of Business and Operations      26
     SECTION 5.14 Lines of Business                            26
     SECTION 5.15 Governing Documents                          26
     SECTION 5.16 Maintenance of Ownership of Subsidiaries     26
     SECTION 5.17 Investments                                  26

ARTICLE 6. EVENTS OF DEFAULT                                   26
     SECTION 6.1 Failure to Make Payments When Due             26
     SECTION 6.2 Default in Other Agreements                   27
     SECTION 6.3 Breach of Certain Covenants and Agreements    27
     SECTION 6.4 Involuntary Bankruptcy; Appointment
                 of Receiver, etc                              27
     SECTION 6.5 Voluntary Bankruptcy; Appointment
                  of Receiver, etc                             27
     SECTION 6.6 Judgments and Attachments                     28
     SECTION 6.7 Change in Control                             28

ARTICLE 7. SUBORDINATION                                       28
     SECTION 7.1 Notes Subordinate to Senior Debt              28
     SECTION 7.2 Standstills, Etc                              28
     SECTION 7.3 Authorization of Certain Actions              31
     SECTION 7.4 Delivery in Trust                             32
     SECTION 7.5 Waiver of Subrogation.                        32
     SECTION 7.6 Waiver of Notices, Etc                        32
     SECTION 7.7 Assignments                                   33
     SECTION 7.8 No Contest                                    33
     SECTION 7.9 Collateral Waiver                             33
     SECTION 7.10 Additional Financing                         33
     SECTION 7.11 Benefit of Parties                           33

ARTICLE 8. MISCELLANEOUS                                       34
     SECTION 8.1 Transfers; Note Register; Replacement
                 of Notes                                      34
     SECTION 8.2 Expenses                                      35
     SECTION 8.3 Amendments and Waivers                        35
     SECTION 8.4 Independence of Covenants                     35


     SECTION 8.5 Notices                                       36
     SECTION 8.6 Failure or Indulgence Not Waiver;
                 Remedies Cumulative                           37
     SECTION 8.7 Severability                                  37
     SECTION 8.8 Heading                                       37
     SECTION 8.9 Applicable Law                                37
     SECTION 8.10 Successors and Assigns; Subsequent
                  Holders of Notes                             37
     SECTION 8.11 Consent to Service of Process                37
     SECTION 8.12 Waiver of Jury Trial                         38
     SECTION 8.13 Limited Recourse                             38
     SECTION 8.14 Counterparts; Effectiveness                  38
     SECTION 8.15 Entirety                                     38

EXHIBITS

Exhibit A Security Systems Holdings, Inc. Promissory
          Note Due 1999
Exhibit B Existing SSH Subordinated Debt Allocation
Exhibit C New SSH Subordinated Debt Allocation

SCHEDULES

Schedule 1.1
Schedule 4.6
Schedule 4.9
Schedule 4.15
Schedule 4.16
Schedule 4.19
Schedule 5.1
Schedule 5.3
Schedule 5.4
Schedule 8.5

           NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of
April 15, 1997, by and between Security Systems Holdings, Inc., a
Delaware corporation (the "Company"), and each of the noteholders
identified  on  the  signature  pages  hereof  (individually,   a
"Noteholder", and collectively, the "Noteholders").

          WHEREAS, the Company is party to that certain Agreement
and  Plan  of  Merger dated December 23, 1996,  as  amended  (the
"Merger Agreement"), by and among the Company, Triton Group Ltd.,
a Delaware corporation ("Triton") and Triton Acquisition Corp., a
Delaware  corporation  and  wholly-owned  subsidiary  of   Triton
("Merger Sub"), pursuant to which Merger Sub will merge with  and
into  the  Company, with the Company surviving as a  wholly-owned
subsidiary of Triton (the "Triton Merger");

            WHEREAS,   in   connection  with   the   transactions
contemplated by the Merger Agreement, the Company has  agreed  to
repay  certain existing indebtedness to the Persons  and  in  the
amounts  as  set  forth in Exhibit B hereto  (the  "Existing  SSH
Debt") prior to the consummation of the transactions contemplated
hereby;

            WHEREAS,   in   connection  with   the   transactions
contemplated  by  the Merger Agreement, the  Company  desires  to
borrow from the Noteholders and the Noteholders desire to lend to
the  Company an aggregate amount of $4,600,000 on the  terms  and
subject to the conditions set forth herein;

           NOW,  THEREFORE, in consideration of the premises  and
the  agreements, provisions and covenants herein  contained,  the
Company and the Noteholders agree as follows:


                     ARTICLE 1. DEFINITIONS

           SECTION  1.  1  Certain Defined Terms.  The  following
capitalized  terms, when used in this Agreement, shall  have  the
following meanings (such definitions to be equally applicable  to
both singular and plural terms of the terms defined):

           "Acquisition" means an acquisition of  the  assets  or
Capital Stock of a Person by the Company or a Subsidiary  of  the
Company as permitted under Section 6.2 of the Credit Agreement.

            "Administrative   Agent"   means   Bank   of   Boston
Connecticut, or any successor appointed pursuant to Section l0.10
of the Credit Agreement.

           "Affiliate"  means any Person (i)  which  directly  or
indirectly  controls, or is controlled by,  or  is  under  common
control with, the Company or any Subsidiary of the Company;  (ii)
which  directly  or  indirectly beneficially owns  or  holds  ten
percent (10%) or more of any class of voting stock of the Company
or  any Subsidiary of the Company or ten percent (10%) or more of
the  voting stock of which is directly or indirectly beneficially
owned or held by the Company or any Subsidiary of the Company; or
(iii) which is an officer, director, joint venturer or partner of
any  Person  referred to in clause (i) or (ii) above.   The  term
"control" (and its correlative meanings "controlled by" and under
common  control  with") as used in this defined  term  means  the
possession,  directly or indirectly, of the power to  direct,  or
cause  the direction of, the management and policies of a Person,
whether  through  ownership  of  voting  stock,  by  contract  or
otherwise:

            "Agent"  means,  individually,  and  "Agents"   mean,
collectively,  the  Administrative Agent and Documentation  Agent
(as  such  terms are defined in the Credit Agreement)  under  the
Credit  Agreement,  or any successor thereto,  or  any  indenture
trustee with respect to any Senior Debt.

            "Alarmguard"  means  Alarmguard,  Inc.,  a   Delaware
corporation and a Subsidiary of the Company.

            "Alarmguard   Holdings"  means   Triton   immediately
following  the Triton Merger (to be renamed Alarmguard  Holdings,
Inc.), the Parent of the Company.

           "Bankruptcy Code" means Title 11 of the United  States
Code, as now and hereafter in effect, or any successor statute.

           "Bankruptcy  Events"  has the  meaning  set  forth  in
Section 7.2.

          Board of Directors" means the Board of Directors of the
Company  or  a Subsidiary of the Company, as applicable,  or  any
duly authorized committee of any such Board of Directors.

          "Business Day" means any day excluding Saturday, Sunday
and  any day which is a legal holiday under the laws of the State
of  Connecticut or is a day on which banking institutions located
in  such  state  are  authorized or  required  by  law  or  other
governmental action to close.

           "Capital Expenditures" means, without duplication, for
any period, the aggregate of all expenditures made by the Company
and  its Subsidiaries that, in conformity with GAAP, are required
to  be  included in the "additions to property, plant, equipment"
or  similar fixed asset account reflected within the consolidated
Financial Statements of the Company and its Subsidiaries.

           "Capital Lease Obligation" means, as to any Person, an
obligation  of such Person that is required to be classified  and
accounted for as a capital lease for financial reporting purposes
in  accordance with GAAP and, for purposes of this Agreement, the
amount  of  such  obligation  shall  be  the  capitalized  amount
thereof, determined in accordance with GAAP.

          "Capital Stock" of any Person means any and all shares,
interests,   participations,   or  other   equivalents   (however
designated,  including,  without limitation,  stock  appreciation
rights)  of  or  interests in its equity  capital  including  any
Preferred Stock, any limited or general partnership interest  and
any  limited liability company membership interest and any rights
(other  than  debt  securities convertible into  capital  stock),
warrants or options to acquire such equity capital.

           "Cash Equivalents" means any of the following, to  the
extent  owned  by any Person free and clear of all  Liens  (other
than  Liens  created pursuant to any Senior Credit Document)  and
having  a  maturity of not greater than one hundred eighty  (180)
days from the date of acquisition thereof. (a) readily marketable
direct  obligations of the United States of America or any agency
or   instrumentality   thereof  or  obligations   unconditionally
guaranteed by the full faith and credit of the United  States  of
America;  (b) insured certificates of deposit of or time deposits
with  any  commercial bank that is (i) a lender under any  Senior
Credit  Document or (ii) a member of the Federal Reserve  System,
that  issues  (or  the parent of which issues)  commercial  paper
rated  as described in clause (c) below, that is organized  under
the laws of the United States of America or any state thereof and
has  combined capital and surplus of at least $1,000,000,000;  or
(c)  commercial  paper issued by any corporation organized  under
the  laws of any state of the United States of America and  rated
at  least  Prime-1"  (or the then equivalent  grade)  by  Moody's
Investors  Service, Inc. or "A-1" (or the then equivalent  grade)
by Standard & Poor's Ratings Group.

           "Change  in  Control"  means (a)  Alarmguard  Holdings
ceases  to  own  directly 100% on a fully diluted  basis  of  the
Capital  Stock  of the Company (other than as  a  result  of  the
consolidation of Alarmguard Holdings with the Company);  (b)  the
Company or Alarmguard Holdings ceasing to own directly 100%, on a
fully diluted basis, of the Capital Stock of Alarmguard, (c)  any
Person  (other than a Continuing Shareholder) or group (within  -
the  meaning of the Exchange Act and the rules of the  Securities
and  Exchange  Commission thereunder as in  effect  on  the  date
hereof)  (other than a group of Continuing Shareholders) directly
or  indirectly having acquired beneficial or record ownership  of
more  than 20% of the aggregate ordinary voting power represented
by  the  issued  and outstanding shares of the Capital  Stock  of
Alarmguard   Holdings  (including,  but  not  limited   to,   the
acquisition  of  such beneficial or record ownership  by  way  of
proxy,  voting trust, voting agreement or stock pledge);  or  (c)
the  board of directors of Alarmguard Holdings ceasing to consist
of a majority of the Continuing Directors.

           "Chief  Financial Officer" means the  highest  ranking
officer of the Company then in charge of the financial matters of
the Company.
           "Closing"  has the meaning set forth in Section  2.  1

(b).

           "Closing Date" has the meaning set forth in Section 2.

1 (b).

           "Collateral'  has  the meaning set  forth  in  Section

7.2(d).


           "Collection  Actions" has the  meaning  set  forth  in
Section 7.2(b).

           "Common  Stock" means the common stock  of  Alarmguard
Holdings,  par value $.001 per share, any securities  into  which
the   Common  Stock  shall  have  been  changed,  and  all  other
securities  of any class or classes (however designated)  of  the
Company,  the holders of which have the right, without limitation
as  to  amount,  after payment on any securities  entitled  to  a
preference   on  dividends  or  other  distributions   upon   any
dissolution, liquidation or winding-up, either to  all  or  to  a
share   of   the  balance  of  payments  upon  such  dissolution,
liquidation or winding-up.

           "Company"  shall  have the meaning set  forth  in  the
preamble hereto.

          "Company Guarantee" means the Guarantee of the  Company
dated  as  of  April  15,  1997, as amended,  supplemented,  made
subject  to waiver, or otherwise modified from time to  time,  in
respect of the Obligations (as defined therein) in favor  of  the
Senior Creditors.

     "Conflict" has the meaning set forth in Section 4.3.

          "Consolidated Fixed Charge Ratio" means, as at any date
of   determination,  with  respect  to  the   Company   and   its
consolidated Subsidiaries, the ratio of earnings before interest,
taxes,  depreciation and amortization to all payments of interest
and  principal  in respect of Indebtedness for the most  recently
ended twelve-month period.

          "Consolidated  Net  Worth" means, as  at  any  date  of
determination,  the  consolidated  stockholders'  equity  of  the
Company  and  its consolidated Subsidiaries, as determined  on  a
consolidated basis in accordance with GAAP.

          "Continuing   Directors"   means   the   directors   of
Alarmguard Holdings on the Closing Date as set forth on  Schedule
1.1  attached hereto and each other director elected or appointed
after   the  Closing  Date  if  such  director's  nomination   or
appointment  to  the  board  of directors  is  recommended  by  a
majority of the then Continuing Directors.
          
          "Continuing Shareholders" means the Persons  possessing
shares  of  the Capital Stock of Alarmguard Holdings  as  of  the
Closing Date and listed on Schedule 1.1 attached hereto.

          "Control" means the possession, directly or indirectly,
of  the  power to direct or cause the direction of the management
or  policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms "Controlling"
and "Controlled" shall have meanings correlative thereto.

          "Credit Agreement" means the Credit Agreement dated  as
of  the  Closing  Date  among Alarmguard,  the  guarantors  named
therein,  the lenders named therein and Agents named therein,  as
the  same  may  be  amended, restated, replaced, supplemented  or
otherwise modified from time to time in accordance with the terms
thereof.

          "Customer Contracts" means contracts and agreements  by
and  between the Alarmguard and its customers, or any  Subsidiary
of   Alarmguard  and  its  customers,  for  regular  and  ongoing
monitoring  services,  maintenance  services  and  other  related
services.
          
          "DIP  Financing" has the meaning set forth  in  Section
7.10.

          "Direct  Marketing Program" means an internal marketing
program  conducted by Alarmguard (and formerly conducted  by  the
Company for the benefit of Alarmguard), the costs and expenses of
which  are  separately identified and segregated  for  accounting
purposes  in  a manner satisfactory to the Agent and the  Lenders
for  the  purpose  of generating new Customer  Contracts  through
telemarketing  or  other  marketing  techniques  by   making   an
investment in the initial installation of a residential or  small
commercial security alarm monitoring system.
          
          "Dividend"  or  "Dividends" means the  payment  of  any
dividend or other distribution in respect of the Capital Stock of
a Person in cash or other property (excepting distribution in the
form  of such Capital Stock) or the redemption or acquisition  of
any Capital Stock or security of a Person.

           "Documentation  Agent" means General Electric  Capital
Corporation, or any successors appointed pursuant to  the  Credit
Agreement.
                    
          "ERISA"  means the Employee Retirement Income  Security
Act  of  1974,  as  amended from time to time, or  any  successor
statute and the regulations promulgated thereunder.

          "Event of Default"  means each of the events set  forth
                    in Article 6.

          "Exchange  Act"  means the Securities Exchange  Act  of
1934, as amended from time to time, and any successor statute.

          "Extension  of Credit" means any loan or  extension  of
credit to Alarmguard under the Credit Agreement by the Lenders.

          "Financial  Covenant Default" has the meaning set forth
                    in Section 7.2(a).

          "Financial Statement" or "Financial Statements"  means,
as  of any date, or with respect to any period, as applicable,  a
financial  report or reports consisting of (i) a  balance  sheet;
(ii)  an  income statement; (iii) a statement of cash  flow;  and
(iv) a statement of changes in stockholders' equity.

          "Fiscal  Quarter"  means  each  fiscal  period  of  the
Company  and its Subsidiaries ending on each March 31,  June  30,
September 30 and December 31 in each Fiscal Year.

          "Fiscal  Year" means each fiscal period of the  Company
and  its  Subsidiaries commencing on January 1 in  each  calendar
year and ending on December 31 in each such year.

          "Forecasts" shall have the meaning set forth in Section
                    4.___ hereof.

          "GAAP"  means,  with respect to any  Person,  generally
accepted  accounting principles in the United States of  America,
which are consistently applied for all periods.

          "Governmental  Authority"  means  any  Federal,  state,
local  or foreign court, commission or tribunal, or governmental,
administrative  or  regulatory  agency,  department,   authority,
instrumentality or other body exercising executive,  legislative,
judicial,   regulatory  or  administrative   functions   of,   or
pertaining to, government.

          "Government  Obligations" means  securities  which  are
general obligations of the United States of America or which  are
unconditionally guaranteed by the United States of America as  to
timely payment of principal and interest.

          "Guarantee"  of or by any Person means any  obligation,
contingent  or otherwise, of such Person guaranteeing  or  having
the economic effect of guaranteeing any Indebtedness of any other
Person (the "primary obligor") in any manner, whether directly or
indirectly,  and including any obligation of such Person,  direct
or  indirect, (a) to purchase or pay (or advance or supply  funds
for  the purchase or payment of) such Indebtedness or to purchase
(or  to advance or supply funds for the purchase of) any security
for  the  payment of such Indebtedness; (b) to purchase or  lease
property, securities or services for the purpose of assuring  the
owner  of  such Indebtedness of the payment of such Indebtedness;
or  (c) to maintain working capital, equity capital or any  other
financial statement condition or liquidity of the primary obligor
so  as  to  enable the primary obligor to pay such  Indebtedness;
provided,  however, that the term "guarantee" shall  not  include
endorsements for collection or deposit in the ordinary course  of
business.  The amount of any guarantee of any guaranteeing Person
shall  be  deemed to be the lower of (i) an amount equal  to  the
stated  or  determinable  amount of  the  primary  obligation  in
respect  of  which  such guarantee is made and (ii)  the  maximum
amount  for which such guaranteeing Person may be liable pursuant
to  the  terms of the instrument embodying such guarantee, unless
such  primary  obligation and the maximum amount for  which  such
guaranteeing Person may be liable are not stated or determinable,
in  which  case  the  amount  of such  guarantee  shall  be  such
guaranteeing Person's maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in  good
faith.

          "Indebtedness"    of   any   Person   means,    without
duplication:  (a) all indebtedness for borrowed money,  including
the  indebtedness incurred in connection with the  Note  Issuance
(whether  by  loan or the issuance and sale of debt  securities);
(b)  all  Capital  Lease Obligations of such  Person;  (c)  notes
payable  and  drafts accepted representing extensions  of  credit
whether  or not representing obligations for borrowed money;  (d)
any  obligation owed for all or any part of the deferred purchase
price  of property or services if the purchase price is due  more
than  six months from the date the obligation is incurred  or  is
evidenced   by   a  note  or  similar  written  instrument;   (e)
obligations  of  such  Person under interest  rate  swaps,  caps,
collars and similar arrangements and (f) all indebtedness secured
by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have
been  assumed by that Person or is nonrecourse to the  credit  of
that Person.
          "Initial Interest Payment Date" means June 30, 1997.

                   
          "Interest   Payment  Date"  means  the  last   day   of
September, December, March and June of each year.

          "Investment" means, as applied to the Company  and  its
Subsidiaries, (i) the purchase or acquisition of (x) any share of
Capital Stock, indebtedness or other equity security of any other
Person, or (y) all or any material portion of the properties  and
assets  of  any  Person, (ii) any loan, advance or  extension  of
credit  to, or contribution of, any other Person, (iii) any  real
estate  held for safe or investment, (iv) any commodities futures
contracts  held other than in connection with bona  fide  hedging
transactions  permitted  under  this  Agreement,  any  (v)  other
investment  in any other Person, and the making of any commitment
or acquisition of any option to make an Investment.

           "Lenders" has the meaning ascribed thereto  under  the
Credit Agreement.
                       
          "Lien"  means  any  lien,  mortgage,  pledge,  security
interest, charge or encumbrance of any kind, whether voluntary or
involuntary  (including  any  conditional  sale  or  other  title
retention  agreement, any lease in the nature  thereof,  and  any
agreement to give any security interest).

          "Loan  Documents" means, collectively, this  Agreement,
the  Notes,  the  Warrant  Documents  and  all  other  documents,
instruments   and   agreements  executed  and/or   delivered   in
connection  herewith and therewith, each as amended, supplemented
or modified from time to time.

          "Majority  Holders of Notes" means, as of any  date  of
determination, the holders of in excess of 66-2/3%  in  aggregate
principal amount of the Notes then outstanding.

          "Material  Adverse  Effect" means  a  material  adverse
effect  upon  the (i) business, operations, assets  or  financial
condition   or   prospects  of  Alarmguard   Holdings   and   its
Subsidiaries,  taken  as a whole, or (ii) the  enforceability  of
this  Agreement, the Notes or the Warrant Documents or the rights
or  remedies of the Noteholders hereunder or thereunder or  (iii)
the  ability of any Noteholder to enforce or collect any  of  the
obligations  under  such documents.  In determining  whether  any
individual  event  would  result in a  Material  Adverse  Effect,
notwithstanding that such event does not of itself have  such  an
effect,  a  Material  Adverse Effect  shall  be  deemed  to  have
occurred  if  the cumulative effect of such event and  all  other
then existing events would result in a Material Adverse Effect.

          "Maturity Date" means April 15, 1999.

"Merger  Agreement"  has the meaning set forth  in  the  recitals
hereto.

           "Merger  Documents"  means, collectively,  the  Merger
Agreement   and  each  other  material  document  and  instrument
executed  by the Company or any of its Subsidiaries in connection
therewith.
          
          "Noteholders" has the meaning assigned to that term  in
the introduction to this Agreement and shall include any assignee
of a Note pursuant to Section 8.1.

          "Note  Issuance"  means the issuance and  sale  by  the
Company,  and  the  purchase  by the Noteholders,  of  the  Notes
pursuant to the terms and conditions of this Agreement.
          
          "Notes"  means the Promissory Notes due on the Maturity
Date   of  the  Company  issued  pursuant  to  Section  2.1   and
substantially in the form of Exhibit A hereto.

          "Notice  Period" has the meaning set forth  in  Section
           7.2(c)(2).

          "Obligations"  means  all  obligations  for  principal,
premium,    interest,    penalties,    fees,    indemnifications,
reimbursements, damages and other liabilities payable  under  the
documentation governing any Indebtedness.

          "Officers'  Certificate"  means,  as  applied  to   any
corporation, a certificate executed on behalf of such corporation
by  its  Chairman of the Board of Directors (if an officer),  its
Chief  Executive  Officer,  its President  or  one  of  its  Vice
Presidents  and  its  Chief Financial  Officer  or  Secretary  or
Treasurer.

          "Other  Default"' has the meaning set forth in  Section
           7.2(a).

          "Overdue Rate" means, with respect to any date on which
interest  shall be paid on the Notes in accordance  with  Section
2.2(c) hereof, the sum of (a) 2.00% per annum; plus (b) the  rate
of  interest  otherwise payable on such date in  accordance  with
section 2.2(a) hereof.

          "Permitted  Indebtedness" means,  without  duplication,
           each of the following:

          (a)    Indebtedness  of  Alarmguard  or  any   of   its
      Subsidiaries incurred in respect of any Extension of Credit
      under the Credit Agreement;

          (b)   Indebtedness  existing as of  the  date  of  this
      Agreement and disclosed on Schedule 5.1 attached hereto  or
      in  the  Financial Statements referred to  in  Section  4.9
      hereof   and  any  refinancings  or  refundings   of   such
      Indebtedness  which will not increase the principal  amount
      of such Indebtedness being refinanced or refunded or change
      the  amortization thereof (other than to extend  the  same)
      and  otherwise be on terms and conditions no less favorable
      to any Noteholder, as determined by the Majority Holders of
      Notes, than the Indebtedness being refinanced or refunded;

          (c)   Indebtedness under Capital Lease Obligations  and
      motor   vehicle   and  office  equipment  and   furnishings
      installment sales contracts entered into in accordance with
      the Credit Agreement;

          (d)  Subordinated Obligations due to the Company or any
     Affiliate or Subsidiary of the Company or otherwise incurred
     with the prior consent of the Majority Holders of Notes; and

          (e)   Subordinated Obligations due to any Person, other
     than  an  Affiliate  or Subsidiary of the  Company  and  not
     incurred in connection with an Acquisition existing  on  the
     date hereof or otherwise incurred with the prior consent  of
     the Majority Holders of Notes;

          "Permitted Liens" means:

          (a)  Liens in favor of the Agent for the benefit of the
     Senior  Creditors  incurred pursuant to  the  Senior  Credit
     Documents;

          (b)   Liens  existing as of the date of this  Agreement
     and disclosed in Schedule 5.4 attached hereto;

          (c)   Liens  for  taxes,  fees, assessments  and  other
     governmental charges to the extent that payment of the  same
     may  be  postponed, is being contested and is otherwise  not
     required  to  be paid in accordance with the  provisions  of
     Section 5.10 hereof;

          (d)   landlords' and lessors' liens in respect of  rent
     not  in  default or liens in respect of pledges or  deposits
     under  worker's compensation, unemployment insurance, social
     security laws, or similar legislation (other than ERISA)  or
     in  connection  with appeal and similar bonds incidental  to
     litigation;  mechanics',  laborers'  and  materialmen's  and
     similar liens, if the obligations secured by such liens  are
     not then delinquent; liens securing the performance of bids,
     tenders, contracts (other dm for the payment of money);  and
     statutory  obligations  incidental to  the  conduct  of  its
     business and that do not in the aggregate materially detract
     from the value of its property or materially impair the  use
     thereof  in  the  operation  of its  business,  which  liens
     incurred pursuant to this subparagraph (d) of the definition
     of  "Permitted  Liens"  do not, in  the  aggregate,  have  a
     Material Adverse Effect on the Company;

     (e)    attachments,  garnishments  and  judgment  liens  not
     constituting an Event of Default;

     (f)   liens  in favor of lessors in accordance with  Capital
     Lease   Obligations   and  sellers  under   motor   vehicles
     installment sales contracts;

           (g)   easements, rights of way, restrictions and other
     similar  charges or Liens relating to real property and  not
     interfering in a material way with the ordinary  conduct  of
     its business;

            (h) Liens on property or assets created in connection
     with  the  refinancing or refunding of Indebtedness referred
     to in Section 5.1 hereof, provided, however, that the amount
     of  Indebtedness  secured by any  such  Lien  shall  not  be
     increased  as a result of such refinancing or refunding  and
     no  such  Lien  shall extend to property and assets  of  the
     Company  or any of its Subsidiaries not encumbered prior  to
     any such refinancing or refunding;

            (i)    Liens   securing  Indebtedness   for   Capital
     Expenditures  to the extent such Indebtedness  is  permitted
     under Section 5.1 hereof, provided, that (i) each such  Lien
     is  given  solely  to  secure the  purchase  price  of  such
     property, does not extend to any other property and is given
     at  the  time of acquisition of the property, and  (ii)  the
     Indebtedness secured thereby does not exceed the  lesser  of
     the  cost of such property or its fair market value  at  the
     time of acquisition; and

           (j)   without  duplication, other Liens  of  the  type
     permitted pursuant to the Credit Agreement, as in effect  on
     the date hereof.

           "Person"  or  "persons"  means  and  includes  natural
persons,    corporations,    limited    partnerships,     general
partnerships,    joint   stock   companies,    joint    ventures,
associations,  companies, trusts, banks,  trust  companies,  land
trusts,  business trusts or other organizations, whether  or  not
legal  entities,  and  governments  and  agencies  and  political
subdivisions thereof.

          "Potential Event of Default" means a condition or event
which, after notice or lapse of time or both, would constitute an
Event  of  Default if that condition or event were not  cured  or
removed within any applicable grace or cure period.

          "Qualification" means, with respect to  any  report  of
independent public accountants covering any Financial  Statements
of  the  Company  and its Subsidiaries, a qualification  to  such
report (such as a "subject to" or "except for" statement therein)
(i)  resulting  from a limitation on the scope of examination  of
the  Financial Statements or the underlying data; (ii) as to  the
capability of the Person whose Financial Statements are certified
to  continue operations as a going concern; or (iii) which  could
be  eliminated  by changes in the Financial Statements  or  notes
thereto  covered by such report (such as, by the creation  of  or
increase in a reserve or a decrease in the carrying value of  the
assets)  and  which if so eliminated by the making  of  any  such
change and after giving effect thereto would constitute an  Event
of  Default;  provided that the following shall not constitute  a
Qualification: a consistency exception relating to  a  change  in
accounting   principles   with  which  the   independent   public
accountants for the Person whose Financial Statements  are  being
examined have concurred.
      
          "Qualified  Investments"  means,  as  applied  to   the
Company  and  its  Subsidiaries, investments in (i)  Governmental
Obligations;  (ii)  certificates  of  deposit  or  other  deposit
instruments  or  accounts of Lenders or tug  companies  organized
under  the  laws  of the United States of America  or  any  state
thereof  that  have capital and surplus of at least FIVE  HUNDRED
MILLION AND NO/100 DOLLARS ($500,000,000.00) having maturities of
not  more  than  ninety (90) days from the date  of  acquisition;
(iii) commercial paper that is rated not less than prime-one or A-
1  or  their  equivalents by Moody's Investors Service,  Inc.  or
Standard  & Poor's Corporation, respectively, or their successors
having maturities of not more than ninety (90) days from the date
of  acquisition; and (iv) any repurchase agreement secured by any
one  (1)  or more of the foregoing with a term of not  more  than
seven (7) days.
          
          "Required Lenders" has the meaning ascribed thereto  in
the Credit Agreement.
          
          "Securities Act" means the Securities Act of  1933,  as
amended  from  time  to  time,  and  the  rules  and  regulations
promulgated thereunder.
          
          "Senior  Credit Default" has the meaning set  forth  in
Section 7.2(a).
          
          "Senior Credit Documents" has the meaning set forth  in
Section 7. 1.
          
          "Senior Creditors" means (i) each Lender and the Agents
under  the  Credit Agreement and their respective successors  and
permitted assigns under the Credit Agreement, and (ii) each other
obligee of the Company with respect to Senior Debt.
          
          "Senior Debt" means (i) the Obligations (as defined  in
the Company Guarantee) of the Company under the Company Guarantee
and  (ii) any and all amounts payable under or in respect of  the
Credit  Agreement  and any whole or partial increase,  extension,
renewal,  refinancing or replacement thereof or of any subsequent
Senior  Debt,  including principal, premium  (if  any),  interest
(including  interest  accruing on or  after  the  filing  of  any
petition  in  bankruptcy or for reorganization  relating  to  the
Company  whether  or  not  a claim for  post-filing  interest  is
allowed   in   such   proceeding),   fees,   charges,   expenses,
reimbursement  obligations,  guarantees  and  all  other  amounts
payable thereunder or in respect thereof.
         "Standstill Period" has the meaning set forth in Section
7.2(c)(2).

          "Subordinated Obligations" has the meaning set forth in
Section 7.1.

          "Subsidiary" means, with respect to any Person  (herein
referred  to  as  the  "parent"), any  corporation,  partnership,
association  or other business entity (a) of which securities  or
other  ownership  interests representing more  than  50%  of  the
equity or more than 50% of the ordinary voting power or more than
50%  of  the general partnership interests are, at the  time  any
determination is being made, owned, controlled or  held,  or  (b)
that  is,  at  the  time, any determination  is  made,  otherwise
Controlled,  by  the  parent or one or more subsidiaries  of  the
parent  or  by  the  parent and one or more subsidiaries  of  the
parent, provided that the term "subsidiary," when used in respect
of  the Company or any of its Subsidiaries, shall not include any
foreign joint venture in which the Company or any such Subsidiary
owns  less  than or equal to 50% of the equity interest  in  such
joint venture.
          
                   "Successor Company" has the meaning set forth in
Section 5.5.

          "Swap   Rate  Transaction"  means  any  interest   swap
agreement,   interest   cap  agreement,  interest   rate   collar
agreement,  interest  rate  hedging agreement  or  other  similar
interest rate protection agreement or arrangement.

          "Taxes"  means  all taxes, assessments,  fees,  levies,
imposts,  duties,  penalties, deductions, withholdings  or  other
charges imposed by any law or any Governmental Authority.

          "Transactions"  has the meaning set  forth  in  Section
4.3.

          "Triton  Merger" has the meaning ascribed to that  term
in the introduction to this Agreement.

          "Warrants" means each of the stock purchase warrants of
Alarmguard  Holdings  issued  to  the  Registered  Holder  listed
therein  pursuant to the Warrant Agreement, as the  same  may  be
amended, supplemented or modified from time to time.

          "Warrant Agreement" means the Warrant Agreement,  dated
as  of April 15, 1997, by and among the purchasers listed on  the
signature pages thereto and Alarmguard Holdings as the  same  may
be amended, supplemented or modified from time to time.
           
          "Warrant Documents" means the Warrants and the  Warrant
Agreement.

          "Wholly-Owned   Subsidiary"  means   any   corporation,
association  or  other business entity of which is  100%  of  the
total voting power of shares of stock entitled (without regard to
the  occurrence  of any contingency) to vote in the  election  of
directors, managers or trustees thereof is at the time  owned  or
controlled, directly or indirectly, by any Person or one or  more
of the Subsidiaries of that Person or a combination thereof.

          SECTION 1.2      Accounting Terms.  For the purposes of
this Agreement, all accounting terms not otherwise defined herein
shall have the meanings assigned to such terms in conformity with
GAAP as in effect from time to time.



                           ARTICLE 2.
                   SALE AND ISSUANCE OF NOTES;
              INTEREST; PAYMENTS AND TERMS OF NOTES

          SECTION 2.1     Sale and Issuance of the Notes.
                    
          (a)   Sale and Issuance of Notes.  Subject to the terms
and conditions of this
Agreement, at the Closing the Noteholders agree to purchase  from
the  Company,  and the Company agrees to issue and  sell  to  the
Noteholders, the Notes for a purchase price equal to  the  stated
principal amount of the Notes, as such amounts are set  forth  on
Exhibit C hereto.

          (b)  Closing.  The pre-closing of the purchase and sale
of  the  Notes  being issued hereunder shall take  place  at  the
offices  of  Morgan, Lewis & Bockius LLP, 101  Park  Avenue,  New
York,  New York or at     such other location mutually agreed  to
by   the  Company  and  the  Noteholders  on  the  Business   Day
immediately  preceding the Closing Date (as defined below).   The
closing  of  the  purchase and sale of  the  Notes  being  issued
hereunder (the "Closing") shall take place on the date and at the
location that the closing under the Credit Agreement occurs.  The
date  that  the  Closing occurs is referred to  as  the  "Closing
Date."

          SECTION 2.2     Interest on the Notes.

           (a)   Rate  of  Interest.  Subject to  Section  2.2(c)
hereof,  interest will accrue on the unpaid principal  amount  of
the  Notes during the period from and including the Closing  Date
through maturity (whether by acceleration or otherwise) at a rate
equal to 15%  per annum.
          
          (b)  Interest Payments.  Interest shall be payable with
respect to the Notes in the manner specified in Section 2.3(e) in
arrears  on each Interest Payment Date commencing on the  Initial
Interest  Payment Date and upon any prepayment or  repurchase  of
the Notes and at maturity of the Notes.
          
          (c)  Overdue Rate.  If the Company shall default in the
payment  of  any principal of or interest on the Notes  when  due
(whether upon the Maturity Date or any scheduled Interest Payment
Date,  by  acceleration  or  otherwise,  but  giving  effect   to
applicable  grace periods), the Company agrees  to  pay,  to  the
extent permitted by law, interest on demand from time to time  in
the  manner specified in Section 2.3(e) on such defaulted  amount
to,  but  excluding the date of actual payment, at the applicable
Overdue Rate.
          
          (d)   Computation of Interest.  Interest on  the  Notes
shall  be computed on the basis of a 365-day year for the  actual
number of days elapsed.

          SECTION 2.3        Payments and Prepayments.

          (a)   Payment.   The  Notes shall be payable  in  full,
together  with  all  accrued  and  unpaid  interest  thereon,  in
accordance with the terms thereof, on the Maturity Date.

          (b)   Voluntary Prepayments.  At any time and from time
 to  time the Company, at its option, may prepay all or a portion
 of  the outstanding principal amount of the Notes, in each  case
 at a purchase price equal to 100% of the principal amount of the
 Notes being prepaid, plus accrued but unpaid interest thereon to
 (but  excluding) the prepayment date.  Notice of any  prepayment
 pursuant  to this Section 2.3(b) will be delivered at  least  30
 days  but  not more than 75 days before the prepayment  date  to
 each  Noteholder  and  such--notice shall be  irrevocable.   Any
 prepayment of less than all of the outstanding principal  amount
 of  the Notes will be made pro rata among the registered holders
 of the Notes on the basis of the outstanding principal amount of
 the Notes then held by each such holder.
           
          (c)  Application of Prepayments.  All prepayments shall
 include  payment of accrued interest on the principal amount  so
 prepaid  and  shall  be applied to payment  of  interest  before
 application to principal.
                
          (d)   Miscellaneous.   In the event  that  the  Company
 prepays less than all of the outstanding principal amount of any
 Note  held by any Noteholder, the Company shall deliver to  such
 Noteholder  upon such prepayment or purchase a replacement  Note
 of  like  tenor representing the remaining outstanding principal
 amount of such Note.

          (e)   Manner and Time of Payment.  The Company will pay
 interest  due and payable on the Notes provided for  in  Section
 2.2 above (x) in the case of interest which accrues pursuant  to
 Section  2.2(a) above, to Persons who are the registered holders
 of  the Notes at the close of business on the day next preceding
 the   applicable  Interest  Payment  Date,  notwithstanding  any
 cancellation of the Notes after the record date and on or before
 such  Interest  Payment Date, and (y) in the  case  of  interest
 which accrues pursuant to Section 2.2(c) above, within five days
 of the date on which the payment of such interest is demanded to
 Persons who are registered holders of the Notes as of the  close
 of  business  on the third Business Day preceding  the  date  on
 which  the  payment of such interest is demanded.   The  Company
 will  pay  the  principal of and interest on the Notes  and  all
 other  amounts  (if any) required to be paid by  it  under  this
 Agreement,  in money of the United States that at  the  time  of
 payment is legal tender for payment of public and private debts.
 The  Company  may  pay principal, interest and  any  such  other
 amount  by wire transfer of immediately available funds,  or  if
 requested by any Noteholder, by check payable in such money  and
 may mail an interest check to the holder's registered address.

          (f)   Payments  on  Non-Business  Days.   Whenever  any
 payment  to be made hereunder or under any Note shall be  stated
 to  be  due  on a day which is not a Business Day,  the  payment
 shall  be  made  on the next succeeding Business  Day  and  such
 extension  of time shall be included in the computation  of  the
 payment of interest hereunder or under the Note.

             ARTICLE 3. CONDITIONS TO NOTE ISSUANCE

          The  obligations of the Company to issue and sell,  and
each  Noteholder to purchase, the Notes hereunder on the  Closing
Date is subject to the satisfaction of the following conditions:

          SECTION 3.1  Conditions to Performance of Noteholders.
                    
          (a)    Organizational  Documents.   On  or  before  the
Closing  Date, each Noteholder shall have received the  following
items,  each  of which shall be in form and substance  reasonably
satisfactory  to  each  Noteholder and its  counsel  and,  unless
otherwise noted, dated the Closing Date:
               
               (i)   A  certified  copy of  the  charter  of  the
     Company certified by the, Secretary of State of the State of
     Delaware, together with a good standing certificate from the
     Secretary  of State of the State of Delaware, each  to  b  e
     dated a recent date prior to the Closing Date;

               (ii)   A  copy  of  the  by-laws  of  the  Company
     certified  as  of  the Closing Date by the Secretary  or  an
     Assistant Secretary of the Company;

               (iii)      Resolutions of the Company's  Board  of
     Directors approving and authorizing the execution,  delivery
     and   performance  of  the  Loan  Documents  and  any  other
     documents,  instruments  and  certificates  required  to  be
     executed   by  the  Company  in  connection  therewith   and
     approving  and  authorizing  the  execution,  delivery   and
     issuance of the Notes, certified as of the Closing  Date  by
     the  Secretary or an Assistant Secretary of the  Company  as
     being  in  full  force  and effect without  modification  or
     amendment;

               (iv) Signatures and incumbency certificates of the
     officers of the Company executing the Loan Documents;

               (v)   Executed copies of this Agreement, the Notes
     and the other Loan Documents; and

               (vi)   Such  other  closing  documents   as   each
     Noteholder may reasonably request.
     
           (b)   Proceedings  Satisfactory.   On  or  before  the
Closing Date, all corporate and other proceedings taken or to  be
taken by the Company in connection with the Transactions and  all
documents incidental thereto shall be reasonably satisfactory  in
form  and substance to each Noteholder, and each Noteholder shall
have  received all such counterpart originals or certified copies
of such documents as each Noteholder may reasonably request.
               
            (c)   Opinions  of  Counsel  to  the  Company.   Each
Noteholder  shall have received in form and substance  reasonably
satisfactory  to  each  Noteholder and its  counsel  opinions  of
counsel to the Company dated as of the Closing Date.

           (d)   Representations  and Warranties.   The  Company,
shall  have delivered to each Noteholder an Officer's Certificate
in  form and substance reasonably satisfactory to each Noteholder
to  the  effect  that the representations and warranties  of  the
Company  in  Article  4 are true, correct  and  complete  in  all
material respects on and as of the Closing Date.

          (e)  Performance of Agreements.  The Company shall have
performed  in  all  material respects all agreements  which  this
Agreement provides shall be performed by the Company on or before
the Closing Date (except as otherwise consented to in writing  by
each  Noteholder), including the repayment of  the  Existing  SSH
Debt  immediately  prior to the consummation of the  transactions
contemplated hereby.

           (f)  Potential Event of Default; Event of Default.  No
event shall have occurred and be continuing or would result  from
the  consummation of the Note Issuance which would constitute  an
Event of Default or Potential Event of Default.

            (g)   Triton  Merger.   Each  Noteholder  shall  have
received  copies  of  each  of  the  principal  executed   Merger
Documents, and all of such Merger Documents and instruments shall
be  reasonably  satisfactory,  in form  and  substance,  to  each
Noteholder and its counsel; provided however, that to the  extent
any  Noteholder  shall  be a signatory  to  any  of  such  Merger
Documents  or  such Merger Documents shall have  separately  been
delivered  to  any  Noteholder  as  a  condition  to  closing  or
otherwise  pursuant to any of the Loan Documents or other  Merger
Documents,  the  Company shall be deemed to have  delivered  such
documents to such Noteholder in satisfaction of its obligation to
do so under this Section 3.1(g).

          (h)   Senior  Credit  Documents.   Alarmguard  and  the
Senior  Creditors shall have duly executed and delivered each  of
the Senior Credit Documents.  All of the conditions contained  in
the Senior Credit Documents as in effect on the Closing Date will
have  been  satisfied or waived (and notice of such waiver  shall
have been given to the Noteholders).
                    
           SECTION 3.2         Conditions to Performance  of  the
Parties.

          (a)   No Injunction, etc.  No order, judgment or decree
of  any  Governmental  Authority shall  enjoin  or  restrain  the
Company  from  executing  this  Agreement  or  from  issuing  and
selling,  or  any Noteholder from purchasing, the  Notes  or  the
consummation of the transactions contemplated hereby.
                    
          (b)   No Litigation, etc.  There shall not be existing,
or  to the knowledge of the Company threatened, any action, suit,
proceeding, governmental investigation or arbitration against  or
affecting  the  Company and no injunction  or  other  restraining
order  shall  have  been  issued  and  no  hearing  to  cause  an
injunction  or  other restraining order to  be  issued  shall  be
pending or noticed with respect to any action, suit or proceeding
seeking to enjoin or otherwise prevent the consummation of, or to
recover  any  damages  or obtain relief  as  a  result  of,  this
Agreement or the Note Issuance.


           ARTICLE 4.  REPRESENTATIONS AND WARRANTIES

          In  order to induce the Noteholders to enter into  this
Agreement  and to purchase the Notes, the Company represents  and
warrants to each Noteholder as follows:

          SECTION  4.1          Organization and  Good  Standing.
Each  of the Company and its Subsidiaries is a corporation,  duly
organized  and existing in good standing under the  laws  of  its
jurisdiction  of  incorporation.  Each of  the  Company  and  its
Subsidiaries  has the corporate power and authority  to  own  its
properties and assets and to transact the business in which it is
engaged  and  is duly qualified as a foreign corporation  and  in
good standing in all states in which the nature of the operations
conducted  by the Company and its Subsidiaries necessitates  such
qualification, except where the failure to be so qualified  would
not have a Material Adverse Effect.

          SECTION 4.2    Authorization and Power.  The execution,
delivery  and  performance  of this  Agreement,  the  Notes,  the
Warrant  Documents and the Merger Documents, the consummation  of
the transactions herein and therein contemplated, the fulfillment
of  and  compliance  with  the terms and  provisions  hereof  and
thereof  have  been  duly authorized by all  necessary  corporate
action of the Company and are within its corporate power and will
not result in a violation of its governing documents.

          SECTION   4.3      No  Conflicts  or   Consents.    The
execution,  delivery and performance of the Loan  Documents,  the
consummation of the transactions contemplated hereby and  thereby
(collectively, the "Transactions"), and compliance with the terms
and  provisions hereof or thereof will not contravene or conflict
with (a "Conflict") any provision of law to which the Company  is
subject  or any judgment, license, order or permit applicable  to
the  Company or any agreement, mortgage, deed of trust  or  other
agreement  or instrument to which the Company is a  party  or  by
which  the Company may be bound, or to which the Company  may  be
subject,   or  violate  any  provision  of  the  Certificate   of
Incorporation  or By-laws of the Company.  No consent,  approval,
authorization  or  order of any Governmental Authority  or  other
Person  is  required in connection with the consummation  of  the
Transactions,  except for such required consents,  approvals  and
authorizations  which  have  been  obtained  by  the  Company  or
permanently waived in writing by the requiring party.
          
           SECTION  4.4     Enforceable  Obligations.   The  Loan
Documents  have been duly executed and delivered by  the  Company
and  constitute the valid, legal and binding obligations  of  the
Company, enforceable against the Company in accordance with their
respective  terms, subject to the applicable laws of  bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization and
other  similar laws affecting creditors' rights generally and  by
general principles of equity.

           SECTION 4.5    No Default.  No event has occurred  and
is  continuing which constitutes a Potential Event of Default  or
an Event of Default.

          SECTION 4.6    Capital Structure and Subsidiaries.

          (a)   The  authorized  Capital  Stock  of  the  Company
consists  of 100 shares of Common Stock.  All outstanding  shares
of  such  Capital Stock were duly authorized and validly  issued,
and are fully paid and nonassessable.

           (b)   Set forth on Schedule 4.6 is a true and complete
list  of each Subsidiary of the Company, setting forth each  such
Subsidiary's  jurisdiction  of incorporation,  each  jurisdiction
where  it  is  authorized to do business as a foreign corporation
and the ownership of its Capital Stock.
               
          SECTION 4.7    Investment Company Act.  The Company  is
not  an  "investment  company", or a company "controlled"  by  an
"investment  company",  within  the  meaning  of  the  Investment
Company Act of 1940, as amended.
                   
          SECTION 4.8    Public Utility Holding Company Act.  The
Company  is  not  a  "holding company", or an  "affiliate"  of  a
"holding  company"  or  a  "subsidiary  company"  of  a  "holding
company",  within  the  meaning of  the  Public  Utility  Holding
Company Act of 1935, as amended.

          SECTION  4.9    Financial Statements.  The Company  has
provided to the Noteholders the consolidated Financial Statements
of the Company and its Subsidiaries dated as of December 31, 1996
and  related footnotes, audited and certified by Ernst  &  Young,
LLP.   The  Company  has  also provided to  the  Noteholders  the
internally  prepared  consolidated Financial  Statements  of  the
Company  and  its  Subsidiaries dated as of  February  28,  1997,
certified by the Chief Financial Officer but subject, however, to
normal,  recurring year-end adjustments that  shall  not  in  the
aggregate  be  material  in amount.  All  consolidated  Financial
Statements  of  the Company heretofore provided  to  the  Company
present  fairly the financial condition and results  of  business
operations  of the Company and its Subsidiaries for  the  periods
indicated in accordance with GAAP.  Neither the Company, nor  any
of  its  Subsidiaries  has  any  material  direct  or  contingent
liabilities,  liabilities  for  taxes,  unusual  commitments   or
unrealized  or  unanticipated  losses  not  disclosed   in   such
Financial  Statements.   Since  the  date  of  the  latest  dated
consolidated  balance sheet included in the Financial  Statements
specified  in this Section 4.9, there has been no development  or
event which would have a Material Adverse Effect and no Dividends
have  been declared or made to stockholders, nor has any  of  its
Capital  Stock  been purchased or acquired by any Person  in  any
manner  nor has the Company or any of its Subsidiaries  made  any
Investment except as set forth on Schedule 4.9 attached hereto.
          
          SECTION  4.10    Financial  Information.   All  written
data,  reports and information which the Company has supplied  to
the  Noteholders or caused to be so supplied by a third party  on
its behalf in connection with this Agreement, was at the time  so
supplied,  when  taken  as  a whole, true  and  accurate  in  all
material  respects  and  does not make any  untrue  statement  of
material fact or omit to state a material fact necessary in order
to  make,  in  light of the circumstances under which  they  were
made, not misleading.

          SECTION 4.11   Business Relationships.  There exists no
actual  or,  to the Company's knowledge, threatened  termination,
cancellation or limitation of, or any modification or change  in,
the business relationship of the Company or its Subsidiaries with
any  customer or group of customers, or with any supplier  (other
than  in  the  ordinary course of business where one supplier  is
replaced by another offering terms which are no less favorable to
the  Company  or  its  Subsidiaries) which  could  reasonably  be
expected to have a Material Adverse Effect.

          SECTION  4.12    Brokers.   No  broker  or  finder  has
brought  about  the  obtaining, making  or  closing  of,  and  no
broker's or finder's fees or commissions will be payable  by  the
Company  or its Affiliates to any Person in connection with,  the
transactions contemplated by this Agreement.

          SECTION  4.13    Statutory  Compliance.   Each  of  the
Company  and  its Subsidiaries is in compliance  with  all  laws,
ordinances,  rules,  regulations and orders of  any  Governmental
Authority  applicable  to it, its properties  or  assets  or  the
business conducted by it except where non-compliance would have a
Material Adverse Effect.

          SECTION  4.14    Taxes.  Each of the  Company  and  its
Subsidiaries has filed all tax returns and reports required to be
filed by it with any Governmental Authority and has paid in full,
or  made adequate provisions or established adequate reserves  in
accordance  with  GAAP, for, the payment of all taxes,  interest,
penalties, assessments or deficiencies shown to be due or claimed
to be due on or in respect to such tax returns and reports.

           SECTION  4.15   Litigation.  Except as  set  forth  in
Schedule  4.15  attached hereto, there are no actions,  suits  or
proceedings  by  or  before  any Governmental  Authority  or  any
arbitration  or alternate dispute resolution proceeding,  pending
or,  to  the  knowledge of the Company or any  of  its  officers,
threatened, against any of the Company or its Subsidiaries or its
properties  and  assets,  which if  adversely  determined,  could
reasonably be expected to have a Material Adverse Effect.

          SECTION  4.16    Title  to  Properties.   Each  of  the
Company and its Subsidiaries has good and marketable title to all
of  the  properties and assets as are reflected in the  Financial
Statements  referred to in Section 4.9. (except such  properties,
assets  or rights as have been disposed of in the ordinary course
of  business since the date thereof), free from all Liens  except
Permitted  Liens  or  other  Liens  disclosed  in  Schedule  4.16
attached  hereto, and, free from all defects of title that  could
reasonably  be expected to have a Material Adverse  Effect.   The
properties, assets and rights of the Company and its Subsidiaries
are  sufficient  to permit the Company and such  Subsidiaries  to
conduct  the  business  in which its is presently  engaged.   The
Company  and  its  Subsidiaries possess all  trademarks,  service
marks,  trade names, trade service styles, copyrights and patents
that  may be necessary to own their properties and assets and  to
conduct  their  business  as  it is  presently  conducted  or  as
intended  to be conducted hereafter, without any infringement  or
conflict with the rights of any other Person or any violation  of
law which could reasonably be expected to have a Material Adverse
Effect.
          
          SECTION  4.17   Labor Relations.  Neither  the  Company
nor  any  of  its  Subsidiaries is  a  party  to  any  collective
bargaining  or other agreement with any union and  there  are  no
material grievances, disputes or controversies with any union  or
other  organization  of such Person's employees,  or  threats  of
strikes,  work  stoppages or demands by any union or  such  other
organization.

          SECTION  4.18    Contingent Obligations.   Neither  the
Company  nor any of its Subsidiaries is a party to any  guarantee
or  other  similar type of agreement, and it has not offered  its
endorsement  to  any  Person which would  in  any  way  create  a
contingent   liability  (except  by  endorsement  of   negotiable
instruments payable at sight for deposit or collection or similar
banking. transactions in the ordinary course of business).

          SECTION  4.19    Investments.  Except as set  forth  on
Schedule 4.19, attached hereto neither the Company nor any of its
Subsidiaries has an Investment in any Person other than  existing
Investments in Subsidiaries and Qualified Investments.

          SECTION  4.20   Representations and Warranties  of  the
Noteholders.  In order to induce the Company to enter  into  this
Agreement  and  to issue and sell to the Noteholders  the  Notes,
each  of  the Noteholders, severally but not jointly,  represents
and warrants to Company as follows:

          (a)   Organization and Standing.  Each Noteholder which
is  an  organization, is an organization duly  organized  and  is
validly existing under the laws of its state of organization.

          (b)      Authority.

                 (i)  Each Noteholder has full legal right, power
     and  authority  to  enter into and perform  its  obligations
     under this Agreement;

                     (ii)  The  execution and  delivery  of  this
     Agreement by each Noteholder and the consummation by   it of
     the   transactions  contemplated  hereby  have   been   duly
     authorized by each Noteholder,
               
                      (iii)      This  Agreement  has  been  duly
     executed and delivered by each Noteholder;

                     (iv) This Agreement constitutes a valid  and
     binding  obligation  of each Noteholder enforceable  against
     each Noteholder in accordance with its terms, subject to the
     applicable   laws  of  bankruptcy,  insolvency,   fraudulent
     conveyance, reorganization, moratorium or other similar laws
     affecting   creditor's  rights  generally  and  by   general
     principles of equity; and

                      (v)   No   consent,  approval,   order   or
     authorization  of,  or registration, declaration  or  filing
     with  (each  a  "Consent"),  any  governmental  entity,   is
     required by or with respect to each Noteholder in connection
     with  the  execution  and  delivery  of  this  Agreement  or
     consummation of the transactions contemplated hereby,  other
     than  such  consents the failure to obtain which  could  not
     reasonably be expected to have a Material Adverse Effect.
               
          (c)   Purchase  for  Investment.   The  Notes  will  be
acquired  by each Noteholder for its own account for the  purpose
of  investment and not with a view to the resale or  distribution
of  all  or  any  part  of such securities in  violation  of  the
Securities Act, it being understood that the right to dispose  of
such  securities shall be entirely within the discretion of  each
Noteholder.  Each Noteholder represents and warrants that  it  is
an  "accredited investor" as such term is defined in Rule 501  of
Regulation D of the Act.
          
          (d)   Brokers.   No broker or finder has brought  about
the  obtaining, making or closing of, and no broker's or finder's
fees or commissions will be payable by the Company or any of  its
Affiliates  in connection with, the transactions contemplated  by
this Agreement.
                                
                      ARTICLE 5.  COVENANTS
               
                    The  Company covenants and agrees  with  each
Noteholder  that,  until the outstanding principal  of,  and  the
accrued but unpaid interest on, each Note shall have been paid in
full:
                   
          SECTION 5.1    Indebtedness.  The Company will not, and
will  not  permit  any  of  its  Subsidiaries  to,  directly   or
indirectly,  create, incur, assume, acquire, become  liable  with
respect  to,  or  otherwise  become responsible  for  payment  of
(collectively,  "incur") any Indebtedness (other  than  Permitted
Indebtedness);  provided, however, that if no  Event  of  Default
shall  have  occurred and be continuing at the time of  or  as  a
consequence  of  the  incurrence of any  such  Indebtedness,  the
Company  or  any  of its Subsidiaries may incur Indebtedness,  in
each case, if on the date of the incurrence of such Indebtedness,
after  giving  effect to the incurrence thereof, the Consolidated
Fixed Charge Ratio of the Company is greater than [1.15].

          Indebtedness  of  a Person existing at  the  time  such
Person becomes a Subsidiary of the Company or which is secured by
a Lien on an asset acquired by the Company or a Subsidiary of the
Company  (whether  or not such Indebtedness  is  assumed  by  the
acquiring Person) shall be deemed incurred at the time the Person
becomes  a Subsidiary of the Company or at the time of the  asset
acquisition, as the case may be.

          The  Company  shall  not incur  any  Indebtedness  that
purports  to  be by its terms (or by the terms of  any  agreement
governing   such   Indebtedness)  subordinated   to   any   other
Indebtedness of the Company unless such Indebtedness is  also  by
its  terms  (or  by  the  terms of any agreement  governing  such
Indebtedness)  made expressly subordinated to the Notes,  to  the
same  extent  and  in  the same manner as  such  Indebtedness  is
subordinated  to such other Indebtedness of the Company  or  such
Subsidiary, as the case may be.

          SECTION 5.2    Restricted Payments.  The Company  shall
not  pay any Dividends on any class of its Capital Stock or  make
any other distribution or payment on account of or in redemption.
retirement  or purchase of such Capital Stock.  This Section  5.2
shall not apply to (i) the issuance, delivery or distribution  by
the  Company  of  shares of its Capital Stock  pro  rata  to  its
existing  stockholders, (ii) the purchase or  redemption  by  the
Company  of  its  Capital Stock solely with the proceeds  of  the
issuance  of additional shares of Capital Stock, (iii)  dividends
or  payments  to  Alarmguard Holdings to pay taxes  and  ordinary
course  expenses not in excess of $500,000 in any fiscal year  or
(iv) payments permitted under Section 5.3.

          SECTION 5.3    Transactions with Affiliates.
          
          (a)   The Company will not, and will not permit any  of
its  Subsidiaries  to,  directly or  indirectly,  enter  into  or
conduct  any transaction (including the purchase, sale, lease  or
exchange  of  any property or the rendering of any service)  with
any Affiliate of the Company on terms (i) that are less favorable
to the Company or such Subsidiary, as the case may be, than those
that  could be obtained at the time of such transaction in arm's-
length dealings with a Person who is not such an Affiliate,  (ii)
transactions listed and described on Schedule 5.3 attached hereto
and  (iii)  that,  in  the  event such  transaction  involves  an
aggregate  amount in excess of $250,000, are not evidenced  by  a
written agreement, instrument or other document and have not been
approved  by a majority of the members of the Company's Board  of
Directors having no direct or indirect stake in such transaction.

          (b)  The provisions of the foregoing paragraph (a) will
not  prohibit (i) any Restricted Payment, to the extent permitted
by  Section  5.2  hereof,  (ii) fees,  compensation  or  employee
benefits paid to, and any indemnity provided for the benefit  of,
current or former directors, officers or employees of the Company
or  any  Subsidiary  of  the Company in the  ordinary  course  of
business,  (iii)  any issuance of securities, or other  payments,
awards or grants in cash, securities or otherwise pursuant to, or
the  funding of, employment arrangements, stock options and stock
ownership  plans  approved by the Company's Board  of  Directors,
(iv)  employee  stock  redemptions,  including  any  payment   of
principal  of  or interest on, or any purchase or redemption  of,
any note issued in connection therewith, (v) loans or advances to
officers, directors or employees of the Company or any Subsidiary
thereof made in the ordinary course of business, but in any event
not  to  exceed $150,000 in the aggregate outstanding at any  one
time,  or  (vi)  any  transaction  between  the  Company  and   a
Subsidiary of the Company or between Subsidiaries of the Company.

           SECTION 5.4         Liens.  The Company will not,  and
will not cause or permit any of its Subsidiaries to, directly  or
indirectly,  create, incur, assume or permit or suffer  to  exist
any  Liens of any kind against or upon any property or assets  of
the Company or any of its Subsidiaries, whether owned on the date
of  this  Agreement or acquired after the Date of this Agreement,
or  any  proceeds  therefrom, or assign or otherwise  convey  any
right  to receive income or profits therefrom unless (a)  in  the
case of Liens securing Indebtedness that is expressly subordinate
or junior in right of payment to the Notes, the Notes are secured
by  a Lien on such property, assets or proceeds that is senior in
priority to such Liens and (b) in all other cases, the Notes  are
equally and ratably secured, except for (i) Liens existing as  of
the  date  of this Agreement; (ii) to the extent not included  in
clause  (i),  Liens  securing Senior Debt;  (iii)  Liens  of  the
Company  or  a  Subsidiary  of  the  Company  on  assets  of  any
Subsidiary  of  the  Company;  (iv) Liens  securing  Indebtedness
otherwise  permitted  under  this Agreement;  and  (v)  Permitted
Liens.

          SECTION  5.5     Mergers,  Consolidations,  etc.    The
Company  will  not  consolidate with or merge with  or  into,  or
convey, transfer or lease all or substantially all its assets to,
any  Person,  unless: (a) the resulting, surviving or  transferee
Person  (the "Successor Company") will be organized and  existing
under the laws of the United States of America, any State thereof
or the District of Columbia and the Successor Company (if not the
Company) will expressly assume, by a written instrument  in  form
reasonably satisfactory to the Majority Holders of Notes, all the
obligations of the Company under the Notes; (b) immediately after
giving  effect to such transaction (and treating any Indebtedness
which  becomes an obligation of the Successor Company as a result
of  such  transaction as having been incurred  by  the  Successor
Company at the time of such transaction), no Event of Default  or
Potential  Event of Default will have occurred and be continuing;
(c)  immediately  after  giving effect to such  transaction,  the
Successor Company shall have Consolidated Net Worth in an  amount
equal  to  or  greater than the Consolidated  Net  Worth  of  the
Company  immediately  prior  to such  transaction;  and  (d)  the
Company  will  have  delivered to each  Noteholder  an  officers'
certificate and an opinion of counsel reasonably satisfactory  to
the  Noteholders  and  their  counsel,  each  stating  that  such
transaction complies with this Section 5.5.

          The   Successor  Company  shall  succeed  to,  and   be
substituted for, and may exercise every right and power  of,  the
Company under the Notes, but the predecessor Company in the  case
of  a  conveyance, transfer or lease of all or substantially  all
its  assets shall not be released from the obligation to pay  the
principal of and interest on the Notes.

          SECTION  5.6    Limitation on Asset Sales.  The Company
or  its  Subsidiaries  may not sell, transfer,  or  encumber  the
assets of the Company or its Subsidiaries except for (i) sales in
the ordinary course of business (which shall be deemed to include
the  Swap  Rate Transaction) and (ii) sales not in  the  ordinary
course  of  business which are approved by the Board of Directors
of  the Company and do not involve a sale of all or substantially
all  of  the  assets  of  the Company and  do  not  result  in  a
Consolidated Fixed Charge Ratio of the Company less than or equal
to [1.15].

          SECTION   5.7      Existence.   Except   as   otherwise
permitted by Section 5.5, the Company will do or cause to be done
all  things  necessary to preserve and keep  in  full  force  and
effect   its  existence,  rights  (charter  and  statutory)   and
franchises;  provided, however, that the  Company  shall  not  be
required  to preserve or keep in full force and effect  any  such
right  or franchise if the Company's Board of Directors  (or  any
duly  authorized  committee thereof)  shall  determine  that  the
preservation thereof is no longer desirable in the conduct of the
business  of  the  Company  and that  the  loss  thereof  is  not
disadvantageous in any material respect to the Noteholders.

          SECTION  5.8    Financial Statements and Other Reports.
 The Company will furnish to each Noteholder:

          (a)   as soon as available, but in no event later  than
ninety  (90)  days  after  the end of each  Fiscal  Year  of  the
Company,  consolidated Financial Statements for such Fiscal  Year
of   Alarmguard  Holdings  and  its  Subsidiaries,  audited   and
certified by Ernst & Young (or other independent certified public
accountants of nationally recognized standing) and consisting  of
a  consolidated  balance  sheet of Alarmguard  Holdings  and  its
consolidated Subsidiaries as of the end of such Fiscal  Year  and
the  related  consolidated statements of income and  consolidated
statements of cash flows for such Fiscal Year, setting  forth  in
each case in comparative form the figures for the previous Fiscal
year, and reported on without a Qualification;

          (b)  promptly after the same become publicly available,
copies  of  all periodic and other reports, proxy statements  and
other  materials  filed  by Alarmguard Holdings  or  any  of  its
Subsidiaries with the Securities and Exchange Commission, or with
any   national  securities  exchange,  or  distributed   to   its
stockholders generally, as the case may be; and

          (c)   promptly after (and, in any event, no later  than
10  days after) the chief executive officer, the president or the
principal  financial  officer of the  Company  obtains  knowledge
thereof,  written  notice of any Event of  Default  or  Potential
Event  of  Default, specifying the nature and extent thereof  and
the corrective action (if any) taken or proposed to be taken with
respect thereto.

          (d)  as soon as practicable, notice of:

          (i)   of  any action, suit, or proceeding by or  before
     any  Governmental  Authority  or  arbitration  or  alternate
     dispute  resolution proceeding, which would have a  Material
     Adverse Effect; and

          (ii) any  other  matter  which would  have  a  Material
               Adverse Effect.

          SECTION 5.9    Compliance with Laws.  The Company shall
comply, and shall cause each of its Subsidiaries to comply,  with
all   applicable   statutes,  rules,  regulations,   orders   and
restrictions  of  the United States of America,  all  states  and
municipalities  thereof,  and  of  any  governmental  department,
commission,  board,  regulatory  authority,  bureau,  agency  and
instrumentality of the foregoing, in respect of  the  conduct  of
their respective businesses and the ownership of their respective
properties,  except for such noncompliance as would  not  in  the
aggregate have a Material Adverse Effect.

          SECTION 5.10.  Payment of Taxes and Other Claims.   The
Company shall pay or discharge or cause to be paid or discharged,
before   the  same  shall  become  delinquent,  (i)  all   taxes,
assessments and governmental charges levied or imposed upon it or
any  of  its Subsidiaries or upon the income, profits or property
of  it or any of its Subsidiaries and (ii) all lawful claims  for
labor,  materials  and supplies which, in each case,  if  unpaid,
might  by  law  become  a material liability  or  Lien  upon  the
property  of  it  or any of its Subsidiaries; provided,  however,
that  the  Company shall not be required to pay or  discharge  or
cause  to be paid or discharged any such tax, assessment,  charge
or  claim  whose  amount,  applicability  or  validity  is  being
contested in good faith by appropriate proceedings and for  which
appropriate provision has been made.

          SECTION 5.11  Maintenance of Properties and Insurance.

           (a)   The  Company shall cause all material properties
owned  by  or  leased  by it or any of its Subsidiaries  used  or
useful  to the conduct of its business or the business of any  of
its  Subsidiaries to be improved or maintained and kept in normal
condition,  repair  and  working  order  and  supplied  with  all
necessary  equipment  and shall cause to be  made  all  necessary
repairs,  renewals,  replacements, betterments  and  improvements
thereof,  all as in its judgment may be necessary,  so  that  the
business  carried on in connection therewith may be properly  and
advantageously  conducted at all times; provided,  however,  that
nothing in this Section 5.12 shall prevent the Company or any  of
its  Subsidiaries  from  discontinuing  the  use,  operation   or
maintenance  of any of such properties, or disposing  of  any  of
them,  if such discontinuance or disposal is, in the judgment  of
the  Board  of  Directors  of the Company  or  of  the  Board  of
Directors of any Subsidiary of the Company, or of an officer  (or
other   agent  employed  by  the  Company  or  of  any   of   its
Subsidiaries)  of  the Company or any of its Subsidiaries  having
managerial responsibility for any such property, desirable in the
conduct   of  the  business  of  the  Company  or  any   of   its
Subsidiaries,  and  if such discontinuance  or  disposal  is  not
adverse in any material respect to the Noteholders.

           (b)   The Company shall maintain, and shall cause  its
Subsidiaries  to  maintain, insurance with  responsible  carriers
against   such  risks  and  in  such  amounts,  and   with   such
deductibles,  retentions, self-insured amounts  and  co-insurance
provisions,  as are customarily carried by similar businesses  of
similar  size,  including  property and casualty  loss,  workers'
compensation and interruption of business insurance.

          SECTION 5.12  Maintaining Records; Access to Properties
and  Inspections.  The Company shall keep proper books of  record
and account in which full, true and correct entries in conformity
with GAAP and all requirements of law are made in relation to its
business  and  activities.   The Company  shall  (a)  permit  any
representatives  designated  by  the  Noteholders  to  visit  and
inspect  the financial records and the properties of the  Company
or  any  of its Subsidiaries at reasonable times and as often  as
reasonably requested and to make extracts from and copies of such
financial  records, and (b) permit any representatives designated
by the Noteholders to discuss the affairs, finances and condition
of  the  Company  or  any of its Subsidiaries with  the  officers
thereof  and independent accountants therefor; provided, however,
that  the  number of visits pursuant to clause (a) above  in  any
year  shall not exceed two, unless (i) an Event of Default  shall
have occurred and be continuing or (ii) the Noteholders determine
in  good  faith  that any material event or material  change  has
occurred with respect to the Company and the its Subsidiaries and
that as a result of such event or change more frequent visits are
necessary or prudent.

          SECTION  5.13 Preservation of Business and  Operations.
The  Company shall, and shall cause each of its Subsidiaries,  to
do  or cause to be done all things necessary to obtain, preserve,
renew,  extend  and  keep in full force and  effect  the  rights,
licenses,    permits,   franchises,   authorizations,    patents,
copyrights, trademarks and trade names material to the conduct of
its business.

          SECTION  5.14 Lines of Business.  Neither  the  Company
nor  any of its Subsidiaries shall make a material change  in  or
discontinuance  its existing lines of business  (other  than  the
discontinuance of the Direct Marketing Program or its  integrated
systems  business)  nor  enter into any  new  line  or  lines  of
business except as set forth in the Forecasts.

          SECTION  5.15  Governing Documents.  The Company  shall
not  amend  its  certificate of incorporation or  bylaws  in  any
manner  which  could be reasonably expected to  have  a  Material
Adverse Effect.

          SECTION  5.16 Maintenance of Ownership of Subsidiaries.
The  Company will not sell or otherwise dispose of any shares  of
capital stock of any Subsidiary, except to another Subsidiary, or
permit any Subsidiary to issue, sell or otherwise dispose of  any
shares  or  rights  to acquire any of its capital  stock  or  the
capital stock of any Subsidiary, except to the Company or another
Subsidiary;  provided, however, that the Company  may  liquidate,
merge or consolidate any Subsidiary into or with itself; provided
that the Company is the surviving entity, or into or with another
Subsidiary.  The Company and any of its Subsidiaries  may  pledge
shares of its Capital Stock as security for debt incurred by  the
Company and any of its Subsidiaries.

          SECTION 5.17 Investments.  Neither the Company nor  any
of  its Subsidiaries shall make or maintain any Investments other
than (i) Investments in Subsidiaries, (ii) Acquisitions permitted
under  the Credit Agreement, (iii) extensions of trade credit  in
the  ordinary course of business in accordance with the Company's
and  Alarmguard's historic business practices; (iv)  advances  to
employees  in  accordance with the Company's  historic  practices
thereof  in an amount not to exceed $100,000 in the aggregate  at
any time or (iv) Qualified Investments.


                   ARTICLE 6. EVENTS OF DEFAULT

           If  any of the following conditions or events ("Events
of Default") shall occur and be continuing:

           SECTION  6.1  Failure to Make Payments When  Due.  (i)
Failure  to  pay any principal of the Notes when due, whether  at
stated  maturity, by acceleration, or otherwise; or (ii)  failure
to  pay  any  installment of interest on the Notes or  any  other
amount due under this Agreement and such default continues for  a
period of 10 days.


          SECTION 6.2 Default in Other Agreements.  Any breach or
default  by  the  Company  or any of its Subsidiaries  under  any
instrument or agreement evidencing Indebtedness of the Company or
any  of its Subsidiaries the principal amount of which equals  at
least $500,000 in the aggregate and the effect of such breach  or
default  is  to  cause, whether by declaration by  the  requisite
number  of  holders  of such Indebtedness or  automatically,  the
acceleration  of  such Indebtedness, and such Indebtedness  shall
not have been discharged or such acceleration shall not have been
rescinded or annulled within ten days thereof.

          SECTION 6.3 Breach of Certain Covenants and Agreements.
Failure  of  the Company to perform or comply with  any  term  or
condition  contained in this Agreement or the Notes  (other  than
Article 2), which failure continues for a period of 30 days after
there  shall  have  been given, to the Company  by  the  Majority
Holders  of  Notes, a written notice specifying such  default  or
breach  and  requiring it to be remedied and  stating  that  such
notice is a "Notice of Default".

           SECTION  6.4  Involuntary Bankruptcy;  Appointment  of
Receiver, etc. (a) A Court of competent jurisdiction shall  enter
a  decree  or  order  for relief in respect  of  the  Company  or
Alarmguard  in an involuntary case under the Bankruptcy  Code  or
any applicable bankruptcy, insolvency or other similar law now or
hereafter  in effect, which decree or order is not stayed  within
sixty  (60)  days thereof; or any other similar relief  shall  be
granted and remain unstayed under any applicable federal or state
law;  or (b) an involuntary case is commenced against the Company
or  Alarmguard  under  any applicable bankruptcy,  insolvency  or
other  similar  law now or hereafter in effect; or  a  decree  or
order of a court of competent jurisdiction for the appointment of
a receiver, liquidator, sequestrator, trustee, custodian or other
officer  having similar powers over the Company or Alarmguard  or
over  all  or  a  substantial part of any  of  the  Company's  or
Alarmguard's properties, shall have been entered; or  an  interim
receiver, trustee or other custodian of the Company or Alarmguard
for  all  or  a substantial part of the Company's or Alarmguard's
properties   is  involuntarily  appointed;  or   a   warrant   of
attachment,  execution or similar process is issued  against  any
substantial  part of the property of the Company  or  Alarmguard,
and  the  continuance of any such events in this clause  (b)  for
sixty (60) days unless dismissed, vacated or discharged.

           SECTION  6.5   Voluntary  Bankruptcy;  Appointment  of
Receiver, etc.  The Company or Alarmguard shall have an order for
relief  entered  with respect to it or commence a voluntary  case
under   the   Bankruptcy  Code  or  any  applicable   bankruptcy,
insolvency  or other similar law now or hereafter in  effect,  or
shall  consent  to  the  entry of  an  order  for  relief  in  an
involuntary case, or to the conversion of an involuntary case  to
a  voluntary  case, under any such law, or shall consent  to  the
appointment  of  or taking possession by a receiver,  trustee  or
other  custodian for all or a substantial part of  its  property;
the making by the Company or Alarmguard of any assignment for the
benefit  of creditors, the admission by the Company or Alarmguard
in writing of its inability to pay its debts as such debts become
due;  or the Board of Directors of the Company or Alarmguard  (or
any   committee  thereof)  adopts  any  resolution  or  otherwise
authorizes action to approve any of the foregoing.
                   
           SECTION  6.6  Judgments  and Attachments.   Any  money
judgment,  writ  or  warrant of attachment,  or  similar  process
involving in any individual case or in the aggregate at any  time
an  amount in excess of $250,000 (not covered by insurance) shall
be  entered or filed against the Company or any of its assets and
shall remain undischarged or unvacated for a period of sixty (60)
days.

           SECTION  6.7 Change in Control.  A Change  in  Control
shall have occurred.

           THEN, subject to the terms of Article 7, (i) upon  the
occurrence  of  any Event of Default described in  the  foregoing
Section 6.4 or 6.5, the unpaid principal amount of and accrued
interest on the Notes shall automatically become immediately  due
and  payable,  without  presentment,  demand,  protest  or  other
requirements  of  any  kind, all of which  are  hereby  expressly
waived  by  the  Company, and the obligations of each  Noteholder
hereunder  shall thereupon terminate and (ii) upon the occurrence
of any other Event of Default, the Majority Holders of Notes may,
by  written notice to the Company, declare the Notes to  be,  and
the  same shall forthwith become, due and payable, together  with
accrued interest thereon.

                    ARTICLE 7. SUBORDINATION

           SECTION  7.1 Notes Subordinate to Senior  Debt.   Each
Noteholder agrees that the Notes and all interest accrued thereon
and any other amounts owing thereunder, under this Agreement,  or
in   respect   hereof  ("Subordinated  Obligations")   shall   be
Subordinate and Junior in                Right of Payment to  all
Senior Debt (including any interest accruing on the Senior  Debt,
whether  prior  or subsequent to the commencement of  bankruptcy,
insolvency  or similar proceedings with respect to the  Company),
together  with any and all reasonable fees and expenses  incurred
by  the  Senior Creditors in collecting all or any of the  Senior
Debt, whether direct or indirect, absolute or contingent, due  or
to  become due, or now existing or hereafter incurred, which  may
arise   under,  out  of,  or  in  connection  with,  the  Company
Guarantee, the Credit Agreement, the promissory notes  from  time
to  time  issued pursuant to the Credit Agreement, and any  other
documents made, delivered or given in connection with any of  the
foregoing    (together   with   all   amendments,   restatements,
supplements, replacements or other modifications thereof, "Senior
Credit Documents"), whether on account of guaranteed obligations,
principal,    interest,    reimbursement    obligations,    fees,
indemnities, costs, expenses (including, without limitation,  all
fees  and  disbursements of counsel to the Senior  Creditors)  or
otherwise,  the principal amount of which obligations  under  the
Credit  Agreement shall in no case exceed EIGHTY MILLION  DOLLARS
($80,000,000).

            SECTION  7.2  Standstills,  Etc.   As  used  in  this
Agreement, the term "Subordinate and Junior in Right of  Payment"
shall mean that:

           (a)   Unless and until the Credit Agreement shall have
been  terminated and the Senior Debt shall have been indefeasibly
paid in full, no Noteholder will take, demand or receive, by set-
off,  or  in  any other manner, any payment or security  for  the
whole  or  any  part  of the Subordinated Obligations,  provided,
however, that the Company may Pay interest and principal  on  the
Subordinated Obligations when and as, and only when and  as,  the
same  becomes due and payable unless (i) a default under  Section
11.1(c)  of the Credit Agreement ("Payment Default") has occurred
and  such Payment Default is continuing, (ii) the Company  either
has  actual  knowledge that, or has received written notice  from
the Administrative Agent that, a default under Section 11.1(k) of
the  Credit Agreement ("Financial Covenant Default") has occurred
(or  would  occur  as  a  result  of  any  such  payment  on  the
Subordinated Obligations) and such Financial Covenant Default  is
continuing or (iii) the Company either has actual knowledge that,
or has received written notice from the Administrative Agent that
an  other  Event of Default (as defined in the Credit  Agreement)
other  than  Events of Default under Section 11.1(c)  or  Section
11.1(k)  of  the Credit Agreement ("Other Default"  and  together
with  Financial  Covenant Defaults and Payment Defaults,  "Senior
Credit Defaults") has occurred (or would occur as a result of any
such  payment  on the Subordinated Obligations)  and  such  Other
Default  is  continuing.   Upon a  Payment  Default,  or  upon  a
Financial Covenant Default or Other Default of which the  Company
is  aware, the Company shall give prompt written notice  of  such
event  to  the  Noteholders.  In addition, for purposes  of  this
Article  7,  the  Administrative Agent may  give  notice  to  the
Noteholders of the existence of any Senior Credit Default.

          (b)   Unless and until the Credit Agreement shall  have
been  terminated and the Senior Debt shall have been indefeasibly
paid  in  full,  no Noteholder will (i) enforce or  exercise  any
right  of  acceleration, demand or set off against  the  Company,
Alarmguard  or  any  of the Collateral (as hereinafter  defined);
(ii)  make any claim or commence or initiate any action, lawsuit,
case  or  proceeding against the Company or Alarmguard, excluding
proceedings  under the Bankruptcy Code against the  Company  only
(after proceedings, under the Bankruptcy Code have been commenced
by  or  against Alarmguard) or join together or with any creditor
in any action, lawsuit, case or proceeding, excluding proceedings
under the Bankruptcy Code (other than initiating a bankruptcy  in
conjunction  with  any  creditor other  than  the  Administrative
Agent),  against  the  Company only; (iii)  contact  any  account
debtor  of  the Company or Alarmguard or take possession  of  any
Collateral  or  exercise any right of foreclosure,  sale  or  any
right  or remedy with respect to the Company, Alarmguard  or  the
Collateral;  or  (iv)  take any other action  prejudicial  to  or
inconsistent   with   the  subordination  of   the   Subordinated
Obligations to the Senior Debt as provided for herein  including,
without limitation, that no Noteholder shall take any action that
will  impede, interfere with, restrict, or restrain the  exercise
by  the  Administrative Agent or the Lenders of  its  rights  and
remedies  under  the Credit Agreement (hereinafter,  (i)  through
(iv)  are collectively referred to as "Collection Actions").   If
any  Noteholder shall attempt any Collection Action, the Company,
the  Administrative  Agent  or the Lenders  may  interpose  as  a
defense or plea the making of this Agreement.

           (c)   Prohibitions  on payments  on  the  Subordinated
Obligations under paragraph (a) above and Collection  Actions  in
connection with the Subordinated Obligations under paragraph
(b) above are:

          1.   applicable only as long as a Senior Credit Default
is continuing and
such payments shall be made immediately following the cure of any
such Senior Credit Default; and

           2.    subject  to the limitation that if,  within  one
hundred  eighty (180) days of the date that the Noteholders  have
received  notice  of  a Financial Covenant Default  or  an  Other
Default (such 180 day period being hereinafter referred to as the
"Standstill  Period"  and  the date  of  notice  of  a  Financial
Covenant  Default or an Other Default being hereinafter  referred
to  as  a  "Notice Date") and the loans outstanding in connection
with  the  Credit  Agreement  have  not  been  declared  by   the
Administrative  Agent or the Lenders to be  immediately  due  and
payable,  then upon the expiration of the Standstill  Period  the
prohibitions relating to the existing Financial Covenant  Default
and/or Other Default shall lapse for the following purposes:  (i)
the Company shall pay all interest that is then due and owing  on
the  Subordinated Obligations (including all interest that  would
have  been paid but for the Senior Credit Default) and  (ii)  the
Noteholders   shall  be  entitled  to  exercise  their   remedies
hereunder,  under  the  Notes,  or  otherwise,  subject  to   the
condition  that  any funds collected in excess  of  the  interest
payments  due  and  owing shall be first  used  to  pay  off  the
outstanding  Senior Debt in their express order of priority.   No
facts or circumstances constituting a Senior Credit Default under
the Credit Agreement existing on a Notice Date shall be used as a
basis  for any subsequent Senior Credit Default under the  Credit
Agreement for a period of time beginning on such Notice Date  and
ending  following the 179th consecutive day after the  expiration
of  the Standstill Period unless such prior Senior Credit Default
under  the  Credit  Agreement is cured prior to  such  subsequent
Senior Credit Default.

           (d)   Unless and until the Credit Agreement  has  been
terminated  and  the  Senior Debt has been indefeasibly  paid  in
full, each Noteholder acknowledges and agrees that, regardless of
the  time of loans, advances or extensions of credit made by  the
Administrative Agent or the Lenders under the Credit Agreement or
the relative times or order of attachment, perfection or creation
of   any  security  interests,  liens,  mortgages,  encumbrances,
pledges, assignments or hypothecations granted to, obtained by or
to  be  granted or obtained by the Administrative Agent  for  the
account  of  the  Lenders  in  any now  existing  or  hereinafter
acquired properties and assets of any kind or description of  the
Company  or Alarmguard (collectively, the "Collateral")  for  the
purpose of securing the Senior Debt, or the actual possession  of
any  Collateral, or the order of filing or recording of financing
statements, mortgages or other documents, if any, or any  defect,
deficiency, error or omission contained in any of the  foregoing,
or  anything  in  the Credit Agreement or this Agreement  to  the
contrary,  as between the Administrative Agent and any Noteholder
any  security interests, liens, mortgages, encumbrances, pledges,
assignments or hypothecations granted to, obtained by  or  to  be
granted  or obtained by any Noteholder to secure the Subordinated
Obligations  or  otherwise, shall in all respects be  subordinate
and  junior in priority and right of enforcement to the  security
interest, mortgages, liens, encumbrances, pledges, assignments or
hypothecations  granted  to, obtained by  or  to  be  granted  or
obtained by the Administrative Agent in the Collateral.

          (e)   In  the  event of any distribution,  division  or
application,  partial or complete, voluntary or  involuntary,  by
operation  of  law  or  otherwise, of all  or  any  part  of  any
properties or assets of the Company to any creditor or  creditors
of the Company by reason of any liquidation, dissolution or other
winding-up   of  the  Company,  or  by  reason   of   any   sale,
receivership,  insolvency or bankruptcy proceeding or  assignment
for  the benefit of creditors or any proceeding by or against the
Company  for  any relief under any bankruptcy, reorganization  or
insolvency  law  or laws, or any law relating to  the  relief  of
debtors,    readjustment    of   indebtedness,    reorganization,
composition or extension, then and in any such event, any payment
or  distribution  of  any  kind or  character  whether  in  cash,
property   or   securities  which,  but  for  the   subordination
provisions  of  this  Agreement would  otherwise  be  payable  or
deliverable  upon or in respect of the Subordinated  Obligations,
shall  instead  be  paid over or delivered to the  Administrative
Agent  for the account of the Lenders for application on  account
of  the  Senior Debt in their express order of priority,  and  no
Noteholder shall receive any such payment or distribution or  any
benefit therefrom.  The Administrative Agent shall be entitled to
hold  any amounts so paid over or delivered to the Administrative
Agent,  whether or not any Senior Debt owed to the Administrative
Agent  or the Lenders are then due and payable, until the  Senior
Debt  have  been  paid  in  full.  The  Company  shall  give  the
Noteholders  prompt  notice  of all such  actions  taken  by  the
Administrative Agent pursuant to this paragraph.

           SECTION  7.3  Authorization of Certain Actions.   Each
Noteholder  hereby  irrevocably authorizes and empowers  (without
imposing  any obligation on) the Administrative Agent until  such
time  as the Senior Debt shall have been paid in full, under  the
circumstances set forth in paragraph (e) of Section 7.2  of  this
Article  7,  to demand, sue for, collect and receive  every  such
payment  or  distribution described therein and give  acquittance
therefor, to file claims and proofs of claims in any statutory or
non-statutory  proceeding,  to  vote  the  full  amount  of   the
Subordinated  Obligations  in its sole discretion  in  connection
with   any   resolution,  arrangement,  plan  of  reorganization,
compromise,  settlement or extension and to take all  such  other
action  (including, without limitation, the right to  participate
in  any  composition  of  creditors and the  right  to  vote  the
Subordinated Obligations at creditor's meetings for the  election
of  trustees, acceptances of plans and otherwise), in the name of
the  Administrative Agent for the account of the Lenders,  or  in
the  name  of  any Noteholder or otherwise as the  Administrative
Agent  for  the  account  of the Lenders may  deem  necessary  or
advisable for the enforcement of the subordination provisions  of
this  Agreement.   Each  Noteholder  hereby  agrees,  under   the
circumstances set forth in paragraph (e) of Section 7.2  of  this
Article  7,  duly  and promptly to take such  action  as  may  be
reasonably  requested at any time and from time to  time  by  the
Administrative  Agent  in  accordance  herewith  to  collect  the
Subordinated Obligations for the account of the Senior  Creditors
and  to  file appropriate proofs of claim in respect thereof,  to
refrain from taking any action inconsistent with any action taken
or proposed to be taken by the Administrative Agent in accordance
herewith  pursuant to the preceding sentence, and to execute  and
deliver such powers of attorney, assignments or other instruments
as  may  be reasonably requested by the Administrative  Agent  in
accordance herewith in order to enable it to enforce any and  all
claims upon or in respect of the Subordinated Obligations and  to
collect  and receive any and all payments or distributions  which
may  be payable or deliverable at any time upon or in respect  of
the Subordinated Obligations.  Notwithstanding the foregoing,  in
the  event of any bankruptcy proceeding under Chapter 11  of  the
United States Bankruptcy Code in which the Company is the debtor,
the  rights of the Administrative Agent set forth herein to  take
action  on  the Noteholders' behalf or to prevent any  Noteholder
from  taking  action on its own behalf in such proceedings  shall
lapse  if (i) a plan of reorganization has not been filed  within
12  months of the commencement of such Chapter 11 case or (ii)  a
plan of reorganization has not been confirmed within 18 months of
the  commencement  of  such Chapter 11 case.   In  addition,  the
rights  of  the  Administrative Agent set forth  herein  to  take
action  on  the Noteholders' behalf or to prevent any  Noteholder
from taking action on its own behalf shall only be applicable  if
at  such  time  such  Noteholder is prevented  from  receiving  a
payment in connection with a Subordinated Obligation as a  result
of a Senior Credit Default.

          SECTION  7.4 Delivery in Trust.  Should any payment  or
distribution  or  security, or the proceeds of  any  thereof,  be
collected   or   received  by  any  Noteholder  in   respect   of
Subordinated Obligations, and such collection or receipt  is  not
expressly permitted hereunder prior to the payment in full of the
Senior  Debt (including, without limitation, circumstances where,
following payment to any Noteholder of a payment hereunder, it is
thereafter determined that the Company had knowledge or  received
notice of a Senior Credit De ' fault prior to the time when  such
payment  was made), such Noteholder will, forthwith (or  as  soon
thereafter as such Noteholder shall have notice that such payment
should  not  have been collected or received by such  Noteholder)
deliver  the  same  to the Administrative Agent,  to  the  extent
practicable  in  precisely  the form  received  (except  for  the
endorsement  or  the  assignment  of  the  holder  thereof  where
necessary)  and, until so delivered, the same shall  be  held  in
trust by such Noteholder as the property of the Senior Creditors.
The  Administrative  Agent shall be entitled  to  hold  any  such
payment  or  distribution or security, or  the  proceeds  of  any
thereof, so delivered to the Administrative Agent, whether or not
any  Senior Debt owed to the Administrative Agent or the  Lenders
are  then  due  and payable, until the Senior Debt  owed  to  the
Administrative Agent or the Lenders have been paid in full.
          
           SECTION  7.5  Waiver of Subrogation.  Each  Noteholder
waives  any right that it may have to be subrogated to the rights
of  the Senior Creditors to receive payments or distributions  of
assets  of  the Company made on the Senior Debt or  to  otherwise
seek  reimbursement, indemnity or contribution or payment of  any
kind  from  the Company in respect of amounts paid to the  Senior
Creditors in lieu of the Noteholders under this Agreement,  until
the Senior Debt have been paid in full.

          SECTION  7.6  Waiver of Notices, Etc., Each  Noteholder
hereby  waives  any  and  all notices of  renewal,  extension  or
accrual  of  an  of  the  Senior Debt, and agrees  and  consents,
subject to the limitation in Section 7.1 of this Article 7,  that
without notice to or assent by any Noteholder:

          (a)   the  obligations  and liabilities  of  Alarmguard
under  the Credit Agreement or the Company or any other party  or
parties  for  or  upon  the Senior Debt  (and/or  any  promissory
note(s), security document or guaranty evidencing or securing the
same)  may,  from time to time, in whole or in part, be  renewed,
extended,  modified, amended, restated, accelerated, compromised,
supplemented, terminated, sold, exchanged, waived or released;

          (b)   the Senior Creditors may exercise or refrain from
exercising  any  right, remedy or power granted  by  the  Company
Guarantee or the Credit Agreement or any other document creating,
evidencing or otherwise related to the Obligations or the  Senior
Debt  or  at  law, in equity, or otherwise, with respect  to  the
Obligations or the Senior Debt or any collateral security or lien
(legal or equitable) held, given or intended to be given therefor
(including, without limitation, the right to perfect any lien  or
security interest created in connection therewith);

           (c)   any  and  all collateral security  and/or  liens
(legal or equitable) at any time, present or future, held,  given
or  intended to be given for the Senior Debt, and any  rights  or
remedies  of  the Senior Creditors in respect thereof  may,  from
time   to  time,  in  whole  or  in  part,  be  exchanged,  sold,
surrendered, released, modified, waived or extended by the Senior
Creditors; and

           (d)   any balance or balances of funds with the Senior
Creditors  at any time standing to the credit of the  Company  or
the  Noteholder of any of the Senior Debt may, from time to time,
in  whole  or  in part, be surrendered or released;  all  as  the
Senior  Creditors  may deem advisable and all without  impairing,
abridging,  diminishing, releasing or affecting the subordination
to the Senior Debt provided for herein.

           SECTION 7.7 Assignments.. Each Noteholder agrees  that
it  will not assign, transfer, sell or otherwise dispose  of  its
right, title or interest in any Note issued to such Noteholder to
any  other  person  or entity, other than to affiliates  of  such
Noteholder,  without the prior written consent  of  the  Required
Lenders, which consent shall not be unreasonably withheld.

          SECTION 7.8 No Contest.  Each Noteholder agrees that it
will   not   contest  or  challenge  the  validity,   perfection,
enforceability  or  priority  of any security  interests,  liens,
mortgages,  encumbrances, pledges, assignments or  hypothecations
granted  to,  obtained by or to be granted  or  obtained  by  the
Administrative  Agent  for the account  of  the  Lenders  in  the
Collateral.

           SECTION 7.9 Collateral Waiver.  Each Noteholder hereby
waives  any  and all rights to have the Collateral, or  any  part
thereof,  granted to or obtained by the Administrative Agent  for
the  account  of  the Lenders marshalled upon any foreclosure  or
other disposition thereof.

           SECTION  7.10  Additional Financing.  Each  Noteholder
agrees  that  in  the event that the Company or Alarmguard  shall
become  subject  to a bankruptcy proceeding under the  Bankruptcy
Code  and  the Lenders or the Agents voluntarily or involuntarily
provide  funds  to  the  Company or  Alarmguard  secured  by  the
Collateral  or  any other property of the Company or  Alarmguard,
either  as  cash  collateral  pursuant  to  Section  363  of  the
Bankruptcy Code or as debtor-in-possession financing pursuant  to
Section 364 of the Bankruptcy Code ("DIP Financing"), any and all
loans,  advances and other extensions of credit,  and  all  other
obligations,  liabilities or indebtedness of every kind  owed  by
the  Company  or Alarmguard arising out of or in connection  with
DIP  Financing shall be deemed to be a part of the  Senior  Debt.
Each  Noteholder agrees not to oppose the provisions of  any  DIP
Financing in any such proceeding.

          SECTION  7.11  Benefit of Parties.   The  subordination
provisions  contained herein are for the benefit  of  the  Senior
Creditors and their respective successors and assigns as  holders
from  time  to  time of Senior Debt, and may not be rescinded  or
canceled  or modified in any way, nor may any provision  of  this
Article  7 be changed, without the prior written consent  thereto
of the Required Lenders.

                    ARTICLE 8. MISCELLANEOUS


           SECTION  8.1 Transfers; Note Register; Replacement  of
Notes.
                    
          (a)   The  Notes shall not be sold, assigned,  pledged,
hypothecated  or  otherwise transferred, in  whole  or  in  part,
except as provided in paragraphs (b) and (c) below and except for
transfers by will or applicable laws of descent.

           (b)   Subject to paragraph (c) below, the holder of  a
Note  may sell, assign, pledge, hypothecate or otherwise transfer
such Note, in whole or in part, to any Person.

            (c)    Prior   to   any  sale,  assignment,   pledge,
hypothecation or other transfer of any Note pursuant to paragraph
(b)  above, the holder thereof shall give at least 15 days' prior
written  notice  to  the  Company of such holder's  intention  to
effect such transfer.  Each such notice shall describe the manner
and circumstances of the proposed transfer and shall indicate the
exemption under the Securities Act pursuant to which the proposed
transfer  of the Note may be effected without registration  under
the  Securities Act.  Every Note surrendered for registration  of
transfer  shall  be duly endorsed, or shall be accompanied  by  a
written  instrument of transfer duly executed, by the  registered
holder  of  such Note.  The Note issued upon such transfer  shall
bear the restrictive legend set forth in paragraph (d) below.

           (d)   Each Note will be stamped or otherwise imprinted
with  a  legend in capital letters and otherwise in substantially
the following form:

               "THE  SECURITY REPRESENTED BY THIS  NOTE
               HAS   NOT  BEEN  REGISTERED  UNDER   THE
               SECURITIES  ACT OF 1933, AS AMENDED,  OR
               UNDER ANY STATE SECURITIES LAWS, AND MAY
               NOT  BE RESOLD OR TRANSFERRED, IN  WHOLE
               OR  IN PART, UNLESS REGISTERED OR EXEMPT
               FROM  REGISTRATION UNDER THE  SECURITIES
               ACT   OF  1933,  AS  AMENDED,  AND   ALL
               APPLICABLE STATE SECURITIES LAWS."

           (e)   The  Company  shall keep  a  register  in  which
provisions  shall be made for the registration of  transfers  and
exchanges  of  Notes.  The register shall be kept  at  the  chief
executive office of the Company.  Upon surrender for registration
of  transfer  of any Note at the chief executive  office  of  the
Company   (and  provided  that  such  transfer  is  effected   in
compliance with this Section 8.1), the Company shall execute  and
deliver, in the name of the designated transferee or transferees,
one  or  more  new  Notes  of like tenor  for  a  like  aggregate
principal  amount  of  Notes.  At the option  of  any  registered
holder  of Notes, its Notes may be exchanged for other  Notes  of
like  tenor  of  any  authorized  denominations  and  of  a  like
aggregate  principal amount, upon surrender of the  Notes  to  be
exchanged at the chief executive office of the Company.  Each new
Note  issued  upon transfer or exchange shall be in  a  principal
amount  of at least $100,000 and dated the date to which interest
on  the Notes surrendered shall have been paid.  All Notes issued
upon  any registration of transfer or exchange of Notes shall  be
the   valid  obligations  of  the  Company  evidencing  the  same
respective obligations, and entitled to the same benefits, as the
Notes surrendered upon such registration of transfer or exchange.
The  Company shall make a notation on each new Note of the amount
of  all  payments of principal previously made on the  old  Notes
with  respect to which such new Note is issued and  the  date  to
which  interest accrued on such old Note has been paid, and shall
stamp  or  otherwise  imprint on each new  Note  the  restrictive
legend set forth above.

          (f)      Upon receipt of evidence satisfactory  to  the
Company of the loss, theft, destruction or mutilation of any Note
and,  in  the  case of any such loss, theft or destruction,  upon
delivery  of an indemnity agreement satisfactory to the  Company,
or  in  the case of any such mutilation, upon surrender  of  such
Note  (which surrendered Note shall be canceled by the  Company),
the  Company will, without charge, issue a new Note of like tenor
in  lieu of such lost, stolen, destroyed or mutilated Note as  if
the   lost,  stolen,  destroyed  or  mutilated  Note  were   then
surrendered for exchange.

          SECTION  8.2  Expenses. The Company agrees to  promptly
pay  after  the occurrence of an Event of Default, all costs  and
expenses (including reasonable attorneys' fees) incurred  by  the
Noteholders in enforcing any obligations of or in collecting  any
payments  due  from the Company hereunder or under the  Notes  by
reason  of  such  Event  of Default or  in  connection  with  any
refinancing or restructuring of the credit arrangements  provided
under  this Agreement (including any amendment or waiver  of  the
provisions of this Agreement), or of any insolvency or bankruptcy
proceedings.

          SECTION  8.3    Amendments  and  Waivers.  Subject   to
Section  7.11 hereof, no amendment, modification, termination  or
waiver  of  any provision of this Agreement or of the  Notes,  or
consent to any departure by the Company therefrom, shall  in  any
event  be  effective  without  the  written  concurrence  of  the
Majority  Holders  of Notes and the Company;  provided,  that  no
amendment,  modification,  waiver or  consent  shall,  unless  in
writing  and signed by each Noteholder, do any of the  following:
(a)  reduce  the principal of, or interest on the  Notes  or  any
fees,  premiums, or other amounts payable hereunder; (b) postpone
any  date  fixed for any payment of principal of, or  premium  or
interest  on,  the  Notes or any fees or  other  amounts  payable
hereunder;  or (c) amend this Section 8.3. Any waiver or  consent
shall  be  effective only in the specific instance  and  for  the
specific  purpose for which it was given. No notice to or  demand
on  the  Company  in any case shall entitle the  Company  to  any
further  notice or demand in similar or other circumstances.  Any
amendment, modification, termination, waiver or consent  effected
in  accordance with this Section 8.3 shall be binding  upon  each
holder  of  the  Notes at the time outstanding  and  each  future
holder of the Notes.

          SECTION  8.4 Independence of Covenants.  All  covenants
hereunder  shall  be  given  independent  effect  so  that  if  a
particular  action or condition is not permitted by any  of  such
covenants,  the fact that it would be permitted by  an  exception
to,  or  be otherwise within the limitation of, another  covenant
shall  not  avoid  the  occurrence of  an  Event  of  Default  or
Potential  Event of Default if such action is taken or  condition
exists.

          SECTION  8.5  Notices.  All notices, demands  or  other
communications to be given or delivered under or by reason of the
provisions  of  this Agreement shall be in writing and  delivered
personally,  mailed  by  certified  or  registered  mail,  return
receipt  requested  and postage prepaid, sent  via  a  nationally
recognized  overnight courier, or via facsimile.   Such  notices,
demands  and  other communications will be sent  to  the  address
indicated below:

     To the Company:
     
     Security Systems Holdings, Inc.
     125 Frontage Road
     Orange, Connecticut  06477
     Attention: David Heidecorn

     With a copy to:

     Morgan, Lewis & Bockius LLP
     101 Park Avenue
     New York, New York 10178
     Attention: David P. Blea, Esq.
     Telecopy No.: (212) 309-6273

     To the Noteholders at the address set forth on Schedule 8.5




     With a copy to:

     Brobeck, Phleger & Harrison LLP
     1633 Broadway, 47th Floor
     New York, New York 10019
     Attention: Robert P. Wessely, Esq.
     Telecopy No.: (212) 586-7878

or such other address or to the attention of such other Person as
the  recipient party shall have specified by prior written notice
to  the  sending  party; provided, that the  failure  to  deliver
copies  of  notices  as  indicated above  shall  not  affect  the
validity  of any notice.  Any such communication shall be  deemed
to   have   been  received  (i)  when  delivered,  if  personally
delivered, or sent by nationally recognized overnight courier  or
sent  via  facsimile or (ii) on the third Business Day  following
the date on which the piece of mail containing such communication
is posted if sent by certified or registered mail.

          SECTION  8.6 Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of any Noteholder  in
the  exercise of any power, right or privilege hereunder or under
the  Notes  shall  impair such power, right or  privilege  or  be
construed to be a waiver of any default or acquiescence  therein,
nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any
other  right,  power  or  privilege.   All  rights  and  remedies
existing under this Agreement or the Notes are cumulative to  and
not exclusive of, any rights or remedies otherwise available.

          SECTION 8.7 Severability.  In case any provision in  or
obligation  under this Agreement or the Notes shall  be  invalid,
illegal  or  unenforceable  in  any jurisdiction,  the  validity,
legality  and  enforceability  of  the  remaining  provisions  or
obligations,  or  of such provision or obligation  in  any  other
jurisdiction,  shall  not  in any way  be  affected  or  impaired
thereby.

          SECTION  8.8 Heading.  Section and subsection  headings
in   this  Agreement  are  included  herein  for  convenience  of
reference  only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

          SECTION  8.9  Applicable Law.  THIS AGREEMENT  AND  THE
NOTES  SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND  ENFORCED
IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF CONNECTICUT WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

          SECTION 8.10 Successors and Assigns; Subsequent Holders
of  Notes.   This  Agreement shall be binding  upon  the  parties
hereto and their respective permitted successors and assigns  and
shall  inure  to  the  benefit  of the  parties  hereto  and  the
permitted  successors and assigns of the Noteholders.  The  terms
and  provisions  of  this  Agreement and all  other  certificates
delivered pursuant to Article 3 shall inure to the benefit of any
permitted assignee or transferee of the Notes pursuant to Section
8.1(a),  and  in  the event of such transfer or  assignment,  the
rights and privileges herein conferred upon the Noteholders shall
automatically  extend  to and be vested  in  such  transferee  to
assignee,  all subject to the terms and conditions  hereof.   The
Company's  rights or any interest therein hereunder  may  not  be
assigned  without the written consent of the Majority Holders  of
Notes.

          SECTION  8.11 Consent to Service of Process.   EACH  OF
THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
IN  ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF  BY
REGISTERED  OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE  PARTY  AT
THE  ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO  BECOME
EFFECTIVE  FIFTEEN (15) DAYS AFTER SUCH MAILING.  NOTHING  HEREIN
SHALL  IN  ANY  WAY BE DEEMED TO LIMIT THE ABILITY OF  ANY  PARTY
HERETO  TO  SERVE  ANY SUCH LEGAL PROCESS, SUMMONS,  NOTICES  AND
DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW  OR  TO
OBTAIN   JURISDICTION  OVER  OR  TO  BRING  ACTIONS,   SUITS   OR
PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES HERETO IN SUCH OTHER
JURISDICTIONS,  AND IN SUCH MANNER, AS MAY BE  PERMITTED  BY  ANY
APPLICABLE LAW.

          SECTION 8.12 Waiver of Jury Trial.  EACH OF THE COMPANY
AND THE NOTEHOLDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY  APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY  COURT
WITH  RESPECT  TO,  IN CONNECTION WITH, OR ARISING  OUT  OF  THIS
AGREEMENT   OR   ANY  OTHER  LOAN  DOCUMENT  OR   THE   VALIDITY,
PRESERVATION OF RIGHTS, INTERPRETATION, COLLECTION OR ENFORCEMENT
THEREOF.

          SECTION   8.13   Limited   Recourse.    Notwithstanding
anything  in  this Agreement or any other document, agreement  or
instrument contemplated hereby or entered into in connection with
the  transactions  contemplated hereby, the  obligations  of  the
Company  under  this Agreement shall be without recourse  to  any
director, officer or stockholder of the Company.

          SECTION   8.14   Counterparts;   Effectiveness.    This
Agreement  and  any amendments, waivers, consents or  supplements
may  be  executed in any number of counterparts and by  different
parties  hereto in separate counterparts, each of which  when  so
executed and delivered shall be deemed an original, but all  such
counterparts  together shall constitute  but  one  and  the  same
instrument.   This  Agreement shall  become  effective  upon  the
execution of a counterpart hereof by each of the parties hereto.
          
          SECTION  8.15 Entirety.  This Agreement and  the  other
Loan Documents embody the entire agreement among the parties  and
supersede  all  prior  agreements  and  understandings,  if  any,
relating to the subject matter hereof and thereof.

          IN  WITNESS  WHEREOF the due execution  hereof  by  the
respective duly authorized officers of the undersigned as of  the
date first written above.
          
                                   SECURITY SYSTEMS HOLDINGS, INC.


                                   By:___________________________
                                        Name:
                                        Title:

                                   ALIS & CO.


                                   By: /s/ Patrick J. Herbert, III
                                        Name:  Patrick J. Herbert, III
                                        Title:  General Partner

                                   BF PARTNERS


                                   By:__________________________________
                                        Name:
                                        Title:

                                   COAST MEZZANINE INVESTEMENTS, LTD.


                                   By: /s/ Hamad AbdulAziz Al Sagar
                                        Name: Hamad AbdulAziz Al Sagar
                                        Title:  Chairman

                                   NORTHERN TRUST COMPANY AS TRUSTEE OF
                                   THE THORNE BARNES DONNELLEY TRUST

                                   By: /s/ Elizabeth A. Phelan
                                        Name: Elizabeth A. Phelan
                                        Title: Senior Vice President


                                                              EXHIBIT B


                                         Existing SSH Subordinated Debt
                                         Allocation of Principal Amount

Triumph-Connecticut Limited Partnership            $2,014,800
Coast Mezzanine Investments, Ltd.                  $2,014,800
Alis & Co.                                           $653,520
Thorne Barnes Donnelly Trust                         $168,360
BF Partners                                           $99,000
                                                   $4,950,480

                                                              EXHIBIT C


                              New SSH Subordinated     New SSH Subordinated
                              Debt Allocation of       Debt Percent of
                              Principal Amount         Principal Amount

Coast Mezzanine Investments, Ltd $2,500,000               54.35%
Alis & Co.                       $1,231,640                6.77%
Thorne Barnes Donnelly Trust'      $168,360                3.66%
BF Partners                        $400,000                8.70%
Kenneth Gross                      $100,000                2.17%
Russell R. MacDonnell              $125,000                2.72%
David Heidecorn                     $75,000                1.63%
                                 $4,600,000              100.00%