EXHIBIT 10.1



                              EMPLOYMENT AGREEMENT
                              --------------------

     This EMPLOYMENT AGREEMENT (the "Agreement") is made this 10th day of April,
2007 by and between CompuDyne Corporation,  a Nevada corporation (the "Company")
and Geoffrey Feidelberg ("Feidelberg").

     In consideration of the mutual covenants and promises contained herein, the
parties, intending to be legally bound hereby, agree as follows:

     1. Term of Employment.  The Company shall employ  Feidelberg and Feidelberg
hereby accepts employment with the Company,  upon such terms as are set forth in
this Agreement,  for the period commencing on April 10, 2007 (the  "Commencement
Date") and ending on December 31, 2008,  unless sooner  terminated in accordance
with the provisions of Section 4 (such period, as it may be extended as provided
herein, the "Employment Period").  This Agreement shall automatically be renewed
for  additional  one-year terms unless either party gives contrary prior written
notice at least 180 days prior to the end of the then-current term.

     2. Title; Capacity. During the Employment Period, Feidelberg shall serve as
Chief Financial  Officer of the Company and in such additional  positions as the
Board of Directors of the Company (the "Board") may determine from time to time.
During the Employment Period,  Feidelberg's  primary  responsibility  will be to
manage the overall financial  operations of the Company,  all in accordance with
the duties and  responsibilities  delegated  to  Feidelberg  by the Board or the
Chief  Executive  Officer of the Company (the "CEO").  Feidelberg will report to
the  CEO  and  will  be  based  in the  Company's  Annapolis,  MD  headquarters.
Feidelberg hereby accepts such employment and agrees to undertake the duties and
responsibilities   inherent  in  such   position   and  such  other  duties  and
responsibilities  as the Board and/or the CEO shall from time to time reasonably
assign  to  him.   Feidelberg  agrees  to  abide  by  the  rules,   regulations,
instructions,  personnel  practices  and policies of the Company and any changes
therein which may be adopted from time to time by the Company.

<PAGE>


     3. Compensation and Benefits.
          a. Salary.  The Company shall  continue to pay  Feidelberg his current
salary of $288,750 per year (the "Base  Salary") to be paid in  accordance  with
the  Company's  standard  procedures.  The  Company  will review the Base Salary
annually to determine if in its judgment an adjustment is appropriate.
          b. Incentive  Compensation.  In addition to the Base Salary, after the
conclusion of each 12 month period ending July 31 (a "Bonus  Year"),  Feidelberg
will receive a bonus  ("Annual  Bonus")  solely at the discretion of the CEO and
the Compensation Committee of the Board.
          c. Reimbursement of Expenses.  The Company shall reimburse  Feidelberg
for all reasonable travel,  entertainment and other expenses incurred or paid by
Feidelberg in connection  with,  or related to, the  performance  of his duties,
responsibilities  or  services  under  this  Agreement,   upon  presentation  by
Feidelberg of  documentation,  expense  statements,  vouchers  and/or such other
supporting information as the Company may request; provided,  however, that such
expenses are incurred in compliance with the Company's travel and other policies
and that such  expenses  do not  exceed the amount  available  for such  travel,
entertainment and other expenses as may be fixed in advance by the CEO.
          d.  Benefits.  Feidelberg  shall be  eligible  to  participate  in the
standard  benefits  the Company  makes  available  to its  employees,  and other
benefits  which he is currently  receiving,  e.g.  provision  of an  appropriate
vehicle supplied by the Company,  up until his Termination as defined in Section
4 of this Agreement,  or such longer period to the extent provided under Section
5. Feidelberg shall be entitled to four (4) weeks paid vacation per year.

<PAGE>


     4.  Termination.  Feidelberg's  employment by the Company  pursuant to this
Agreement  shall  terminate (  "Termination")  upon the occurrence of any of the
following:
          a. Expiration of the Employment Period;
          b. At the  election of Company,  for cause,  immediately  upon written
notice by the Company to Feidelberg. For the purposes of this Section b, "cause"
shall mean (i) the  persistent  material  failure of  Feidelberg  to perform his
assigned  duties  for the  Company,  (ii)  intentional  and  willful  misconduct
relating to Feidelberg's  employment hereunder,  (iii) a material breach of this
Agreement  by  Feidelberg  or the breach of any material  written  policy of the
Company or any other material contract between  Feidelberg and the Company which
is not cured within 30 days following  written notice from the Company,  or (iv)
the  conviction of  Feidelberg  of, or the entry of a pleading of guilty or nolo
contendere by Feidelberg to, any crime involving moral turpitude or any felony;
          c. The death or thirty (30) days after the  disability of  Feidelberg.
As used in this  Agreement,  the term  "disability"  shall mean the inability of
Feidelberg,  due to a physical  or mental  disability,  for a period of 120 (one
hundred and twenty) days, whether or not consecutive, during any 360-day period,
to perform the services  contemplated  under this Agreement.  A determination of
disability shall be made by a physician  satisfactory to both Feidelberg and the
Company,  provided  that  if  Feidelberg  and  the  Company  do not  agree  on a
physician,  Feidelberg  and the Company  shall each select a physician and these
two  together  shall  select  a  third  physician,  whose  determination  as  to
disability shall be binding on all parties; or
          d. At the election of the Company, upon not less than 180 (one hundred
and eighty) days' prior written notice of Termination.

<PAGE>


     5. Effect of Termination.
          a.  Termination  for  Cause.  In the  event of  Termination  for cause
pursuant to Section  4.b above,  the Company  shall pay to  Feidelberg  the Base
Salary and benefits  otherwise  payable to him under  Section 3 through the last
day of his actual employment.
          b. Termination at Election of Company.  In the event Termination is at
the  election  of the Company  pursuant  to Section  4.d above;  or in the event
Feidelberg reasonably determines that there has been a significant change in his
responsibilities or duties with the Company, or change in Feidelberg's principal
place of  employment  from the  greater  Annapolis  area and,  for that  reason,
Feidelberg resigns his position(s) with the Company; the Company shall:
               (i) Pay to Feidelberg the Base Salary,  a pro-rata portion of the
Annual Bonus (if any) for the Bonus Year during which  Termination  occurs,  and
the value of the accrued  vacation to which he is entitled under Section 3 above
through the date of his Termination;
               (ii) Pay to Feidelberg the greater of (x) one year of Base Salary
or (y) Base Salary  through  the end of the  Employment  Period,  in either case
payable ratably over the year according to standard payroll procedures; and
               (iii) the  Company  shall pay for COBRA  coverage  for health and
dental  benefits for  Feidelberg and his family (to include spouse and dependent
children)  for the maximum  period of 18 months or until  Feidelberg is eligible
for health benefits from another source, whichever is longer; and
               (iv) the Company shall pay for standard life  insurance  benefits
and shall provide other benefits which Feidelberg is currently  receiving for as
long as Feidelberg is receiving payments pursuant to Section 5b2 above.

<PAGE>


          c. Termination for Death or Disability.  If Termination is as a result
of the death or  disability  of  Feidelberg  pursuant to Section 4.c above,  the
Company shall pay to the estate of Feidelberg or to Feidelberg,  as the case may
be, the Base  Salary,  a pro-rata  portion of the Annual  Bonus (if any) for the
applicable  Bonus  Year,  and the value of the  accrued  vacation to which he is
entitled  under Section 3 above up to the end of the month in which  Termination
because of death or disability occurs.

     6. Confidential Information and Developments.
          a. Confidential Information.
               (i) Feidelberg agrees that all information and know-how,  whether
or not in writing,  of a private,  secret or confidential  nature concerning the
business  or  financial  affairs of the  Company or the  business  or  financial
affairs of any entity  affiliated with the Company  (collectively  "Confidential
Information") is and shall be the exclusive  property of the Company.  By way of
illustration,   but  not  limitation,   Confidential   Information  may  include
inventions,  products, processes, methods, techniques,  formulas,  compositions,
compounds,  projects,   developments,   plans,  research  data,  clinical  data,
financial data,  personnel data,  computer  programs,  and customer and supplier
lists.  Feidelberg  will not disclose  any  Confidential  Information  to others
outside the Company or use the same for any purposes  without written  approval,
either  during or after his  employment  or  retention  as a  consultant  by the
Company,  unless  and until such  Confidential  Information  has  become  public
knowledge without fault by Feidelberg.
               (ii)  Feidelberg  agrees  that  all  files,  letters,  memoranda,
reports,  records,  data,  sketches,  drawings,  laboratory  notebooks,  program
listings, or other written,  photographic, or other tangible material containing
Confidential  Information,  whether created by Feidelberg or others, which shall

<PAGE>


come into his custody or possession,  shall be and are the exclusive property of
the Company to be used by Feidelberg  only in the  performance of his duties for
the  Company  and  shall be  returned  by  Feidelberg  upon  Termination.
               (iii)  Feidelberg  agrees that his  obligation not to disclose or
use  information,  know-how and records of the types set forth in paragraphs (i)
and (ii) above, also extends to such types of information, know-how, records and
tangible  property of  customers  of the Company or  suppliers to the Company or
other third parties who may have  disclosed or entrusted the same to the Company
or to Feidelberg in the course of the Company's business.
          b. Developments.
               (i)  Feidelberg  will  make  full and  prompt  disclosure  to the
Company of all inventions,  improvements,  discoveries,  methods,  developments,
software, and works of authorship, whether patentable or not, which are created,
made,  conceived or reduced to practice by  Feidelberg or under his direction or
jointly with others  during his  employment  or retention as a consultant by the
Company,  whether or not during  normal  working hours or on the premises of the
Company  (all  of  which  are  collectively  referred  to in this  Agreement  as
"Developments").
               (ii)  Feidelberg  agrees to assign and does hereby  assign to the
Company (or any person or entity designated by the Company) all his right, title
and  interest  in  and to all  Developments  and  all  related  patents,  patent
applications,  copyrights and copyright  applications.  However,  this Section b
shall not apply to  Developments  which do not relate to the  present or planned
business  or  research  and  development  of the  Company and which are made and
conceived by Feidelberg not during normal  working  hours,  not on the Company's
premises and not using the Company's tools,  devices,  equipment or Confidential
Information.

<PAGE>


               (iii) Feidelberg agrees to cooperate fully with the Company, both
during and after his employment by the Company, with respect to the procurement,
maintenance and enforcement of copyrights and patents (both in the United States
and foreign  countries)  relating  to  Developments.  Feidelberg  shall sign all
papers,   including,   without  limitation,   copyright   applications,   patent
applications,  declarations,  oaths, formal assignments,  assignment of priority
rights,  and  powers  of  attorney,  which the  Company  may deem  necessary  or
desirable in order to protect its rights and interests in any Development.
          c. Other Agreements. Feidelberg hereby represents that he is not bound
by the terms of any  agreement  with any  previous  employer  or other  party to
refrain from using or disclosing any trade secret or confidential or proprietary
information  in the course of his employment or retention as a consultant by the
Company or to refrain from competing,  directly or indirectly, with the business
of such  previous  employer or any other party.  Feidelberg  covenants  that his
performance  of all the terms of this  Agreement  will not breach any agreement,
and that he will keep in confidence proprietary  information,  knowledge or data
acquired  by him in  confidence  or in  trust  prior  to his  employment  by the
Company.
          d.  Survival.  The  provisions  of this  Section 6 shall  survive  the
termination of this Agreement.


<PAGE>


     7. Non-Compete.
          a. During the period  Feidelberg  is employed by the Company and for a
period of one year after the earlier of: (i) notice of  Termination  or (ii) the
last day of  Feidelberg's  actual  employment,  Feidelberg  will not directly or
indirectly:
               (i) compete with the Company in the business of the  manufacture,
sale,  distribution  or  processing  of any  product  or  service  substantially
identical to or competitive  with the products or services  manufactured,  sold,
distributed  or processed by the Company  during the term of this  Agreement and
Feidelberg  shall  not  assist  any other  person to do so; or be a  proprietor,
equity holder,  investor  (except as an investor holding not more than 5% of the
capital stock, including options and warrants to purchase such capital stock, or
other  securities  of a  publicly  held  company),  lender,  partner,  director,
officer,  employee,  consultant  or  representative  of any  person  who does or
attempts to do so; or
               (ii) recruit,  solicit,  induce,  or attempt to induce any of the
employees or independent  contractors of the Company or any of its affiliates to
terminate their employment or contractual  relationship  with the Company or any
such affiliate(s); and Feidelberg shall not assist any other person to do so, or
be a proprietor, equity holder, investor (except as an investor holding not more
than 5% of the capital  stock,  including  options and warrants to purchase such
capital stock, or other securities of a publicly held company), lender, partner,
director, officer, employee, consultant or representative of any person who does
or attempts to do so; or
               (iii)  solicit,  divert,  take away, or attempt to divert or take
away,  from the Company any of its business or the  patronage of its  customers,
clients,  accounts,  vendors or suppliers for products or services manufactured,
sold,  distributed or processed by the Company,  and Feidelberg shall not assist
any other person to do so, or be a proprietor,  equity holder,  investor (except

<PAGE>

as an investor holding not more than 5% of the capital stock,  including options
and warrants to purchase such capital stock,  or other  securities of a publicly
held company),  lender,  partner,  director,  officer,  employee,  consultant or
representative of any person who does or attempts to do so.
          b. If any  restriction  set  forth in this  Section  7 is found by any
court of competent  jurisdiction to be unenforceable  because it extends for too
long a period of time or over too great a range of  activities or in too broad a
geographic  area, it shall be interpreted to extend only over the maximum period
of  time,  range  of  activities  or  geographic  area  as to  which  it  may be
enforceable.
          c. The restrictions  contained in this Section 7 are necessary for the
protection  of the business and  goodwill of the Company and are  considered  by
Feidelberg to be reasonable for such purpose.  Feidelberg agrees that any breach
of this Section 7 will cause the Company  substantial and irrevocable damage and
therefore,  in the event of any such breach,  in addition to such other remedies
which may be  available,  the  Company  shall  have the  right to seek  specific
performance and injunctive relief.
          d.  Survival.  The  provisions  of this  Section 7 shall  survive  the
termination of this Agreement.
     8. Notices. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon personal  delivery or upon deposit

<PAGE>


in the United  States Post Office,  by  registered  or certified  mail,  postage
prepaid, addressed to the other party as set forth below:

                       a. If to Company:

                              CompuDyne Corporation
                              2530 Riva Road, Suite 201
                              Annapolis, Maryland  21401
                              Attention:  Chief Executive Officer
                              Fax:  410-266-8815

                       b. If to Feidelberg:

                              Mr.  Geoffrey F.  Feidelberg
                              2530 Riva Road Suite 201
                              Annapolis, Maryland 21401

     9.  Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties and  supersedes  all prior  agreements  and  understandings,
whether  written or oral,  relating  to the  subject  matter of this  Agreement.
Notwithstanding  anything else herein, this Agreement shall not amend, modify or
terminate the Retention  Agreement entered into by the Company and Feidelberg on
June 28, 2005,  and in the event of any conflict  between this  Agreement or the
Retention Agreement, the Retention Agreement shall prevail.
     10. Amendment.  This Agreement may be amended or modified only by a written
instrument executed by the Company and Feidelberg.
     11.  Governing  Law. This  Agreement  shall be construed,  interpreted  and
enforced in accordance with the laws of the State of Maryland.
     12. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of both  parties and their  respective  successors  and  assigns,
including any corporation  with which or into which the Company may be merged or
which  may  succeed  to its  assets or  business,  provided,  however,  that the
obligations of Feidelberg are personal and shall not be assigned by him.

<PAGE>


     13. Miscellaneous.
          a. No delay or omission by the Company in  exercising  any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.
          b.  Feidelberg  acknowledges  that he has had an opportunity to review
this  Agreement  with  his  attorney  and that  counsel  to the  Company  is not
representing him in the negotiation of this Agreement.
          c. The captions of the sections of this Agreement are for  convenience
of reference  only and in no way define,  limit or affect the scope or substance
of any section of this Agreement.
          d. In case any incidental or non-material  provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability  of the  remaining  provisions  shall  in no way be  affected  or
impaired thereby.
          e. This Agreement may be executed in counterparts, each of which shall
be considered an original and which together shall constitute one agreement.


[Signature Page Follows]



<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year set forth above.




                                       COMPUDYNE CORPORATION


                                       By:   /s/ Martin Roenigk
                                          --------------------------------------
                                             Martin Roenigk, CEO



                                       By:  /s/ Geoffrey F. Feidelberg
                                          --------------------------------------
                                            Geoffrey F. Feidelberg