Exhibit
10.8


 


CONSENT
AGREEMENT TO EXTEND PROMISSORY NOTES


 


WHEREAS, on or about February 23, 2004
Diversified Security Corporation (“Purchaser”) executed documents to purchase
all of the issued and outstanding stock of Paragon Systems, Inc. (“Paragon”);


 


WHEREAS, the purchase of the Paragon stock
closed on or about February 27, 2004, and at that time Purchaser delivered
to Messrs. Charles Keathley, Robert Luther, Harold Bright and John Wilson
(together, the “Selling Shareholders”) a combination of cash and various
secured promissory notes as full consideration for the shares of Paragon;


 


WHEREAS, Paragon executed an additional
promissory note due the Selling Shareholders on or about March 11, 2004;


 


WHEREAS, Paragon was provided a Cure Notice
from the U.S. Department of Homeland Security by certified letter dated
March 23, 2004 (the “Cure Notice”), which Cure Notice indicated “several
issues that are a matter of extreme concern” regarding Contract Number
GS-07F-0418K (the “Contract”);


 


WHEREAS, certain of the Selling Shareholders
and the Purchaser have agreed to extend the due date on the promissory notes
listed below, and that those Selling Shareholders executing this Agreement
shall not be allowed to exercise any of the remedies set forth in the promissory
notes or any Security Agreement executed on or about February 23, 2004,
until the date set forth herein.


 


NOW THEREFORE, the parties hereby agree as
follows:


 


1                                          Extension of Due Date  For
consideration, the receipt and sufficiency hereof are acknowledged, the
undersigned parties hereto hereby agree to extend , to the earlier of (i) January 1,
2005, or (ii) the receipt of proceeds by Purchaser from an initial public
offering of its securities, the due date of the Promissory Notes (stated in
paragraph 1.02 thereof), that are listed in Section 2 hereof.


 


2.                                       Identification of the Promissory Notes  The
Promissory Notes whose due date is hereby extended are the following:


 


a.                                        Promissory Note dated February 24, 2004
executed by Purchaser to Harold Bright originally due May 31, 2004 in the
amount of $526,900.00; and


 


b.                                       Promissory Note dated February 24, 2004
executed by Purchaser to John Wilson originally due May 31, 2004 in the amount
of $526,900.00.


 
















 


In addition, Messrs. Bright and Wilson
further agree to forego collection until the revised due date of their
proportion of that certain Promissory Note dated March 11, 2004 by Paragon
to Charles Keathley, individually and as agent for Robert Luther, Harold Bright
and John Wilson, originally due June 10, 2004, in the amount of
$706,507.00.


 


3.                                       Continuation of Interest 
Interest at the pre-default rate specified in each Promissory Note shall
continue to accrue, and such interest shall be payable in full on the revised
due date of such Promissory Note.


 


4.                                       Deferral of Remedies and Retroactice Effect  Each
of the Selling Shareholders executing this Agreement hereby acknowledges that
by extending the due date of the Promissory Notes that they are deferring any
and all remedies provided to them in the Stock Purchase Agreement dated
February 23, 2004, as amended, the Security Agreements executed on or
about February 24, 2004, or in any other agreement.


 


The parties hereto acknowledge that the
extension of the due date of the Promissory Notes shall be considered
retroactively effective as of May 31, 2004, such that it shall be deemed that
no default under any of the Notes shall have occurred.


 


5.                                       Other Terms Not Modified  All
terms of the Promissory Note not referred to herein shall remain as set forth
in the Promissory Notes.


 


6.                                      
Defined Terms  All
capitalized terms used herein, shall have the same meaning as such term has in
the introductory clauses of this Agreement, unless otherwise noted.


 


7.                                       Counterpart; Signature of Facsimile
Transmission  This Agreement may be executed in one or more
originals, as if the executions were on the same document. Signatures may be
transmitted by facsimile transmission, and such signature shall be deemed
valid.


 
















 


Executed this 29th day of  June,
2004


 


 


	
   

  	
  DIVERSIFIED SECURITY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald G. Farrell

  	
   

  
	
   

  	
  Name:

  	
  Ronald G. Farrell

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARAGON SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald G. Farrell

  	
   

  
	
   

  	
  Name:

  	
  Ronald G. Farrell

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLING SHAREHOLDERS

  
					



 


 


	
  /s/ Harold Bright

  	
   

  	
  /s/ John Wilson

  	
   

  
	
  Harold Bright

  	
  John Wilson

  
	
  as of: 7 Sep 2004