ISI CONTROLS, LTD.

(A TEXAS LIMITED PARTNERSHIP)

SUBORDINATED PROMISSORY NOTE

$3,515,000.00	January 31, 2008
	San Antonio, Texas

FOR VALUE RECEIVED, ISI Controls, Ltd. (the “Maker”) promises to pay to JEFFREY E. CORCORAN and JANELL D. CORCORAN at N100 Craftsmen Drive, Greenville, Wisconsin, 54942 (“Holder”), owners of all of issued and outstanding units of ownership of COM-TEC SECURITY, LLC (“COM-TEC”) in lawful money of the United States of America the principal sum of THREE MILLION FIVE HUNDRED FIFTEEN THOUSAND DOLLARS ($3,515,000.00), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to 7.0% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) April 1, 2011 (the “Maturity Date”), or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof. Until the Maturity Date, payments shall be due and payable in accordance with the Payment Schedule attached hereto as Schedule A. This Note is issued pursuant to the Unit Purchase Agreement effective January 31, 2008 (as previously or hereafter amended, modified or supplemented, the “Purchase Agreement”) between the Maker and COM-TEC, and is guaranteed by affiliates of the Maker pursuant to Guaranty Agreements of even date herewith. Notwithstanding anything to the contrary contained herein, the Note and all principal and accrued interest shall be due and payable on the Maturity Date. Unpaid principal and interest bear interest after maturity until paid (whether by acceleration or lapse of time) at the rate which would otherwise be applicable, plus five (5) percentage points.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

1. Definitions. As used in this Note, the following capitalized terms have the following meanings:

(a) “Maker” includes the limited partnership initially executing this Note and any Person which shall succeed to or assume the obligations of the Maker under this Note.

(b) “Event of Default” has the meaning given in Section 5 hereof.

(c) “Holder” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall, at the time, be the registered holder of this Note.

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(d) “Purchase Agreement” has the meaning given in the introductory paragraph hereof.

(e) “Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Maker to Holder of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Maker hereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(f) “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock Maker, a limited liability Maker, an unincorporated association, a joint venture or other entity or a governmental authority.

(g) “Securities Act” shall mean the Securities Act of 1933, as amended.

(h) Senior Indebtedness” means, all principal of (and premium, if any) and interest on all indebtedness of Maker, whether outstanding on the date of this Note or thereafter created, incurred or assumed, arising only under (i) that certain Amended and Restated Loan and Security Agreement by and between LaSalle Bank, NA, and ISI Security Group, Inc. dated as of January 23, 2008, as it has been and may be amended from time to time, and (ii) that certain Note and Warrant Purchase Agreement (the “Blair Indebtedness”) by and among William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, Maker, and affiliates of Maker party thereto dated as of October 22, 2004, as it has been and may be amended from time to time (collectively, the “Senior Indebtedness”). Senior Indebtedness shall include any such indebtedness or any notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor. No other indebtedness of the Maker shall be considered Senior Indebtedness.

(i) “Subsidiary” shall mean (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the Board of Directors of such corporation is at the time directly or indirectly owned or controlled by the Maker, (b) any partnership, joint venture, or other association of which more than 50% of the equity interest having the power to vote, direct or control the management of such partnership, joint venture or other association is at the time directly or indirectly owned and controlled by the Maker, (c) any other entity included in the financial statements of the Maker on a consolidated basis.

2. Interest. Accrued interest on this Note shall be payable in accordance with Schedule A until the outstanding principal amount hereof shall be paid in full. Any accrued but unpaid interest on this Note shall be payable at the time this Note is paid in full.

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3. Prepayment. Full or partial prepayment of this Note is permitted at any time without penalty. Unless otherwise agreed to by Lender at the time of payment, any payment shall be applied first against interest accrued to the date of such payment and then to principal. In the event of prepayment by Maker, such principal amounts being paid shall be applied to principal installments due under this Note in the inverse order in which they are due, and shall not defer any succeeding installments of principal or interest due hereunder. Maker agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Maker sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Maker will remain obligated to pay any further amount owed to Lender.

4. Subordination. The indebtedness evidenced by this Note is hereby expressly subordinated in right of payment to the prior payment in full of all of the Maker’s Senior Indebtedness, whether now or hereafter existing. Holder hereby agrees to execute and deliver such documents as may be reasonably requested from time to time by the Maker or a holder of any Senior Indebtedness, including customary forms of subordination agreement requested from time to time by a holder of Senior Indebtedness, in order to implement Section 4 hereof. The Maker may require that the Holder execute such documents as a condition to the Holder’s rights hereunder.

5. Events of Default. Upon the occurrence of any one or more of the following events of default:

A. Maker fails to pay any amount when due and such default remains uncured for a period of five (5) days after written or telephonic (promptly confirmed in writing) notice thereof has been given to Maker by Lender;

B. Any representation or warranty made under this Note or in the Unit Purchase Agreement, or information provided by Maker to Lender in connection with this Note or the Unit Purchase Agreement is or was false or fraudulent in any material respect;

C. A material adverse change occurs in Maker’s financial condition;

D. Maker fails to timely observe or perform any of the non-monetary covenants or duties contained in this Note or the Unit Purchase Agreement, and such event shall remain uncured for a period of fourteen (14) days after written or telephonic (promptly confirmed in writing) notice thereof has been given to Maker by Lender;

E. Maker fails to timely observe or perform any of the covenants or duties contained in the Lease Agreement, executed on even date herewith (the “Lease”) by and between Lender and Maker, which such default shall occur on or before the second anniversary of the Commencement Date, as defined in the Lease, and such default under the Lease shall remain uncured for a period fourteen (14) days after written or telephonic (promptly confirmed in writing) notice thereof has been given to Maker by Lender;

F. Any guaranty of Maker’s obligations under this Note is revoked or becomes unenforceable for any reason; or

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G. Maker or a surety or guarantor of this Note ceases to exist;

H. An event of default occurs under any agreement securing this Note, and such event shall remain uncured for a period of fourteen (14) days after written or telephonic (promptly confirmed in writing) notice thereof has been given to Maker by Lender;

then the unpaid balance and all accrued interest shall, at the option of Lender, without notice, mature and become immediately payable. The unpaid balance shall automatically mature and become immediately payable in the event any Maker, surety, endorser or guarantor becomes the subject of bankruptcy or other insolvency proceedings. Lender’s receipt of any payment on this Note after the occurrence of an event of default shall not constitute a waiver of the default or the Lender’s rights and remedies upon such default.

6. Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 5(b) or 5(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to the Maker, declare all outstanding Obligations payable by the Maker hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 5(b) and 5(c), immediately and without notice, all outstanding Obligations payable by the Maker hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy permitted to it by law, either by suit in equity or by action at law, or both, and shall be entitled to recover all costs, fees and expenses incurred as a result of such Event of Default, including but not limited to all reasonable attorneys fees.

7. Successors and Assigns. Subject to the restrictions on transfer described in Sections 10 and 11 below, the rights and obligations of the Maker and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

8. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Maker and Holder.

9.Assignment. With respect to any offer, sale or other disposition of this Note Holder will give written notice to the Maker prior thereto, describing briefly the manner thereof, together with, a written opinion of Holder’s counsel, or other evidence reasonably satisfactory to the Maker, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other reasonably satisfactory evidence, the Maker, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Note, in accordance with the terms of the notice delivered to the Maker. If a determination has been made pursuant to this Section 9 that the opinion of counsel for Holder, or other evidence, is not reasonably satisfactory to the Maker, the Maker shall so notify Holder promptly after such determination has been made, stating with reasonable specificity the reason(s) for such determination. The Note shall bear the following legend (or a substantially similar legend) unless in the opinion of counsel for the Maker, such legend is not required in order to ensure compliance with the Securities Act:

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

10. The Maker or Argyle may issue stop transfer instructions to its transfer agent in connection with such restrictions. Notwithstanding the forgoing, Holder (or any assignee of the Holder permitted pursuant to the Section 10) may, after the expiration of six months following the Closing Date of the Purchase Agreement, transfer or assign all or any portion of this Note, upon 5 days advance written notice to the Maker, to any of the following entities, without securing prior approval from the Maker: (i) the Maker; (ii) any affiliate of the Holder; or (iii) any Immediate Family Member of Holder's assignee. As used herein the term "Immediate Family Member" shall mean, with respect to a natural person, any spouse, sibling, or child of such natural person, and any trust, custodianship, guardianship, family limited partnership or similar entity created for the primary benefit of one or more of the forgoing individuals..

11. Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth below, or at such other address or facsimile number as shall have been furnished to the receiving party in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or by email (with evidence of delivery or confirmation), (iv) one business day after being deposited with a reliable overnight courier service, or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.

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If to the Maker:	ISI Controls, Ltd.
	12903 Delivery Drive
	San Antonio, TX 78247
	Attention: Sam Youngblood
	Facsimile: (210) 495-5613
	email: syoungblood@isidet.com

with a copy to:	K&L Gates
	111 Congress Avenue, Suite 900
	Austin, Texas 78701
	Attention: D. Hull Youngblood, Jr.
	Facsimile: (512) 482-6859
	email: hull.youngblood@klgates.com

If to Holder:	c/o Corcoran Glass & Paint, Inc.
	N100 Craftsmen Drive
	Greenville, WI 54942
	Attn: Jeffrey E. Corcoran
	Facsimile: (920) 757-9902

with a copy to:	Metzler, Timm, Treleven & Hermes, S.C.
	222 Cherry Street
	Green Bay, WI 54301-4223
	Attn: David J. Timm
	Facsimile: (920)435-8866

12. Usury. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

13. Waivers. The Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

14. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Any proceeding brought herewith shall be brought in state or federal Court located in Brown County, Wisconsin, and all parties waive any objections to venue in Brown County, Wisconsin.

15. Subordination Legends.

The obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) created as of January 31, 2008, among, without limitation, Jeffrey Corcoran and Janell Corcoran (“Subordinated Lender”), ISI Controls, Ltd., a Texas limited partnership and LaSalle Bank National Association, a national banking association (“Senior Lender”) to the obligations (including interest) owed by ISI Security Group, Inc., a Delaware corporation, to the holders of all of the notes issued pursuant to that certain Amended and Restated Loan and Security Agreement dated as of January 23, 2008, between ISI Security Group, Inc. and Senior Lender, as such Agreement may be supplemented, modified, restated or amended from time to time; and each holder hereof, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

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The obligations evidenced hereby are subordinate to the obligations (including interest) owed by Maker and affiliates of Maker to the holders of all of the notes issued pursuant to that certain Note and Warrant Purchase Agreement by and among William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, Maker and affiliates of Maker party thereto dated as of October 22, 2004, as such Agreement may be supplemented, modified, restated or amended from time to time.

[Signature Page Follows]

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The Maker has caused this Note to be issued as of the date first written above.

MAKER:
ISI Controls, Ltd.
By: Metroplex Control Systems, Inc.
Its: Sole General Partner

By:
Name: Sam Youngblood
Title: CEO

AGREED AND ACCEPTED BY:

HOLDER:

Jeffrey E. Corcoran

Janell D. Corcoran

[Signature Page to Subordinated Promissory Note]

Schedule A

Payment Schedule

1. Interest only payments made for each three-month period beginning on May 1, 2008, and August 1, 2008 as follows:

Due Date	Amount		Ending Prin Bal
May 1, 2008	$	59,995.75	$	3,515,000
August 1, 2008	$	62,018.08	$	3,515,000

2. A single principal payment of One Hundred Thousand Dollars ($100,000.00) shall be due and payable on December 15, 2008; and

3. Level principal and interest payments in the cumulative amount of $128,058.00 due monthly beginning on the 1^st day of August 2008 and continuing monthly thereafter on the first day of each month for 5 consecutive months, through December 1, 2008; then level principal and interest payments in the cumulative amount of $123,748 due monthly beginning on the 1^st day of January 2009 and continuing monthly thereafter on the first day of each month through December 1, 2008, then for 25 consecutive months. The payment schedule for 30 consecutive months shall be as follows:

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Due Date	Beginning Balance		Interest		Payment		End Balance
8-1-2008	$	3,515,000	$	20,504	$	128,058	$	3,407,446
9-1-2008		3,407,446		19,877		128,058		3,299,265
10-1-2008		3,299,265		19,246		128,058		3,190,452
11-1-2008		3,190,452		18,611		128,058		3,081,005
12-1-2008		3,081,005		17,973		128,058		2,970,919
12-15-2008*		2,970,919		0		100,000		2,870,919
1-1-2009		2,870,919		16,747		123,748	$	2,763,918
2-1-2009		2,763,918		16,123		123,748		2,656,293
3-1-2009		2,656,293		15,495		123,748		2,548,041
4-1-2009		2,548,041		14,864		123,748		2,439,157
5-1-2009		2,439,157		14,228		123,748		2,329,637
6-1-2009		2,329,637		13,590		123,748		2,219,479
7-1-2009		2,219,479		12,947		123,748		2,108,678
8-1-2009		2,108,678		12,301		123,748		1,997,231
9-1-2009		1,997,231		11,651		123,748		1,885,134
10-1-2009		1,885,134		10,997		123,748		1,772,383
11-1-2009		1,772,383		10,339		123,748		1,658,974
12-1-2009		1,658,974		9,677		123,748		1,544,903
1-1-2010		1,544,903		9,012		123,748		1,430,168
2-1-2010		1,430,168		8,343		123,748		1,314,763
3-1-2010		1,314,763		7,669		123,748		1,198,684
4-1-2010		1,198,684		6,992		123,748		1,081,929
5-1-2010		1,081,929		6,311		123,748		964,492
6-1-2010		964,492		5,626		123,748		846,371
7-1-2010		846,371		4,937		123,748		727,560
8-1-2010		727,560		4,244		123,748		608,056
9-1-2010		608,056		3,547		123,748		487,856
10-1-2010		487,856		2,846		123,748		366,954
11-1-2010		366,954		2,141		123,748		245,347
12-1-2010		245,347		1,431		123,748		123,030
1-1-2011		123,030		718		123,748		0

1. * Special one-time payment of $100,000 toward principal

The final payment has been adjusted to account for the remaining indebtedness.

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EXHIBIT F

Form of General Business Security Agreement (ISI Security Group, Inc.)

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GENERAL BUSINESS SECURITY AGREEMENT

1. SECURITY INTEREST

In consideration of the financial accommodation granted by JEFFREY E. CORCORAN and JANELL D. CORCORAN (together or separately, “Lender”) to ISI CONTROLS, LTD. (the “Borrower”), the undersigned, ISI SECURITY GROUP, INC. (“ISI Security”) grants to Lender, a security interest in all equipment, fixtures, inventory (including all goods held for sale, lease or demonstration or to be furnished under contracts of service, goods leased to others, trade-ins and repossessions, raw materials, work in process and materials or supplies used or consumed in the ISI Security’s business), documents relating to inventory, general intangibles, accounts, contract rights, chattel paper and instruments, now owned or hereafter acquired by ISI Security, and all additions and accessions to, all spare and repair parts, special tools, equipment and replacements for, all returned or repossessed goods the sale of which gave rise to, and all proceeds and products of the foregoing ("Collateral"), wherever located to secure all debts, obligations and liabilities of the Borrower to Lender arising out of credit previously granted and credit contemporaneously granted by Lender to the Borrower ("Obligations").

2. ISI SECURITY 'S WARRANTIES

ISI Security warrants that while any of the Obligations are unpaid:

A. Ownership. ISI Security owns the Collateral, subject only to security interests identified in Section 8, and otherwise free of all encumbrances and security interests (except Lender's security interest). Chattel paper constituting Collateral evidences a perfected security interest in the goods covered by it, free from all other encumbrances and security interests (except as described herein), and no financing statement (other than those indicated in Section 8) is on file covering the Collateral or any of it. ISI Security, acting alone, may grant a security interest in the Collateral.

B. Sale of goods or services rendered. Each account and chattel paper constituting Collateral as of this date arose from the performance of services by ISI Security or from a bona fide sale or lease of goods, which have been delivered or shipped to the account debtor and for which ISI Security has genuine invoices, shipping documents or receipts.

C. Enforceability. Each account, contract right and chattel paper constituting Collateral as of this date is genuine and enforceable against the account debtor according to its terms. It and the transaction out of which it arose comply with all applicable laws and regulations. The amount represented by ISI Security to Lender as owing by each account debtor is the amount actually owing and is not subject to setoff, credit, allowance or adjustment, except discount for prompt payment, nor has any account debtor returned the goods or disputed his liability.

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D. Due date. There has been no default as of this date according to the terms of any Collateral and no step has been taken to foreclose the security interest it evidences or otherwise enforce its payment.

E. Financial condition of account debtor. As of this date, ISI Security has no notice or knowledge of anything which might impair the credit standing of any account debtor.

F. Valid incorporation. ISI Security is duly organized, validly existing and in good standing under the laws of the state of incorporation.

G. Other agreements. ISI Security is not in default under any agreement for the payment of money.

H. Authority to contract. The execution and delivery of this Agreement and any instruments evidencing Obligations will not violate or constitute a breach of ISI Security's articles of incorporation, by-laws, partnership agreement or any agreement or restriction to which ISI Security is a party or is subject.

I. Accuracy of information. All information, certificates or statements given to Lender pursuant to this Agreement shall be true and complete when given.

J. Addresses. The address of ISI Security's place of business is shown opposite the Corporation’s signature. The address where the Collateral will be kept is 3030 East Goodland Drive, Appleton, Wisconsin. Such locations shall not be changed without prior or written consent of Lender, but the parties intend that the Collateral, wherever located, is covered by this Agreement.

K. Change of name or address. ISI Security shall immediately advise Lender in writing of any change in name or address.

L. Fixtures. If any of the Collateral is affixed to real estate, the legal description of the real estate set forth in each UCC Financing Statement signed by ISI Security is true and correct.

3. SALE AND COLLECTIONS

A. Sale of inventory. So long as no default exists under any of the Obligations or this Agreement, ISI Security may (a) sell inventory in the ordinary course of ISI Security's business for cash or on terms customary in the trade, at prices not less than any minimum sale price shown on instruments evidencing Obligations and describing inventory, or (b) lease inventory on terms customary in the trade.

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B. Verification and notification. Lender may verify Collateral in any manner, and ISI Security shall assist Lender in so doing. Upon default Lender may at any time and ISI Security shall, upon request of Lender, notify the account debtors to make payment directly to Lender and Lender may enforce collection of, settle, compromise, extend or renew the indebtedness of such account debtors. Until account debtors are so notified, ISI Security as agent of Lender, shall make collections on the Collateral. Lender may at any time notify the bailee of any Collateral of Lender's security interest.

4. ISI SECURITY'S COVENANTS

A. Maintenance of Collateral. ISI Security shall: maintain the Collateral in good condition and repair and not permit its value to be impaired; keep it free from all liens, encumbrances and security interests (other than Lender's security interest and those indicated in Section 8); defend it against all claims and legal proceedings by persons other than Lender; pay and discharge when due all taxes, license fees, levies and other charges upon it; not sell, lease or otherwise dispose of it or permit it to become a fixture or an accession to other goods, except for sales or leases of inventory as provided in this Agreement, not permit it to be used in violation of any applicable law, regulation or policy of insurance; and, as to Collateral consisting of instruments and chattel paper, preserve rights in it against prior parties. Loss of or damage to the Collateral shall not release the Borrower from any of the Obligations.

B. Insurance. ISI Security shall keep the Collateral and Lender's interest in it insured under policies with such provisions, for such amounts and by such insurers as shall be satisfactory to Lender from time to time, and shall furnish evidence of such insurance satisfactory to Lender. Subject to Lender’s priority as secured creditor of ISI Security, ISI Security assigns (and directs any insurer to pay) to Lender the proceeds of all such insurance and any premium refund, and authorizes Lender to indorse in the name of ISI Security any instruments for such proceeds or refunds and, at the option of Lender, to apply such proceeds and refunds to any unpaid balance of the Obligations; whether or not due, and/or to restoration of the Collateral, returning any excess to ISI Security. Lender is authorized, in the name of ISI Security or otherwise, to make, adjust, and/or settle claims under any insurance on the Collateral, or cancel the same after the occurrence of an event of default.

C. Maintenance of security interest. ISI Security shall pay all expenses and upon request, take any action reasonably deemed advisable by Lender to preserve the Collateral or to establish, determine priority of, perfect, continue perfected, terminate and/or enforce Lender's interest in it or rights under this Agreement.

D. Taxes and other charges. Pay and discharge all lawful taxes, assessments and government charges upon ISI Security or against its properties prior to the date on which penalties attach, unless and to the extent only that such taxes, assessments and charges are contested in good faith and by appropriate proceedings by ISI Security.

F-4

E. Chattel paper. Lender may require that chattel paper constituting Collateral shall be on forms approved by Lender. ISI Security shall promptly mark all chattel paper constituting Collateral, and all copies, to indicate conspicuously the Lender's interest and, upon request, deliver them to Lender.

F. United State contracts. If any accounts or contract rights constituting Collateral arose out of contracts with the United States or any of its departments, agencies or instrumentalities, ISI Security will notify Lender and execute writings required by Lender in order that all money due or to become due under such contracts shall be assigned to Lender and proper notice of the assignment given under the Federal Assignment of Claims Act.

G. Modifications. Without the prior written consent of Lender, ISI Security shall not alter, modify, extend, renew or cancel any accounts or chattel paper constituting Collateral or any Collateral constituting part of the ISI Security's borrowing base.

5. RIGHTS OF LENDER

A. Authority to perform for ISI Security. Upon the occurrence of an event of default or if ISI Security fails to perform any of ISI Security's duties set forth in this Agreement or in any evidence of or document relating to the Obligations, Lender is authorized, in the ISI Security's name or otherwise, to take any such action including without limitation signing ISI Security's name or paying any amount so required, and the cost shall be one of the Obligations secured by this Agreement and shall be payable by the ISI Security upon demand with interest from the date of payment by Lender at the highest rate stated in any evidence of any Obligation but not in excess of the maximum rate permitted by law.

B. Power of attorney. ISI Security irrevocably appoints Lender as ISI Security's attorney, with power after an event of default to receive, open and dispose of all mail addressed to ISI Security; to notify the Post Office authorities to change the address for delivery of all mail addressed to ISI Security to such address as Lender may designate; and to endorse the name of ISI Security upon any instruments which may come into Lender's possession. ISI Security agrees that Obligations may be created by drafts drawn on Lender by shippers of inventory named in section 4. ISI Security authorizes Lender to honor any such draft accompanied by invoices aggregating the amount of the draft and describing inventory to be shipped to ISI Security and to pay any such invoices not accompanied by drafts. ISI Security appoints any employee of Lender as ISI Security's attorney, with full power to sign ISI Security's name on any instrument evidencing an Obligation, or any renewals or extensions, or the amount of such drafts honored by Lender and such instruments may be payable at fixed times or on demand, shall bear interest at the rate from time to time or the amount of such drafts honored by Lender and such instruments may be payable at fixed times or on demand, shall bear interest at the rate from time to time fixed by Lender and ISI Security agrees, upon request of Lender, to execute any such instruments. This power of attorney to execute instruments may be revoked by ISI Security only by written notice to Lender and no such revocation shall affect any instruments executed prior to the receipt of Lender of such notice. All acts of such attorney are ratified and approved and he is not liable for any act or omission or for any error of judgment or mistake of fact or law.

F-5

C. Non-liability of Lender. Lender has no duty to protect, insure, collect or realize upon the Collateral or preserve rights in it against prior parties. ISI Security’s releases Lender from any liability for any act or omission relating to the Obligations, the Collateral or this Agreement, except Lender's willful misconduct.

6. DEFAULT

Upon the occurrence of one or more of the following events of default:

Nonperformance. The Borrower fails to pay when due (and after notice) any of the Obligations or to perform, or rectify breach of, any warranty or other undertaking by the Borrower in any evidence of or document relating to the Obligations; or

Inability to Perform. The Borrower or a surety or guarantor for any of the Obligations ceases to exist or becomes insolvent or the subject of bankruptcy or insolvency proceedings;

all of the Obligations shall, at the option of Lender and without notice or demand, become immediately payable; and Lender shall have all rights and remedies for default provided by the Wisconsin Uniform Commercial Code, as well as any other applicable law and any evidence of or document relating to any such Obligation. With respect to Lender’s rights and remedies:

A. Repossession. Lender may take possession of Collateral without notice or hearing, which ISI Security waives;

B. Assembling collateral. Lender may require ISI Security to assemble the Collateral and to make it available to Lender at any convenient place designated by Lender;

C. Notice of disposition. Written notice, when required by law, sent to any address of ISI Security in this Agreement at least 10 calendar days (counting the day of sending) before the date of a proposed disposition of the Collateral is reasonable notice;

D. Expenses and application of proceeds. ISI Security shall reimburse Lender for any expense incurred by Lender in protecting or enforcing its rights under this Agreement before and after judgment, including, without limitation, reasonable attorneys' fees and legal expenses of taking possession, holding, preparing for disposition and disposing of Collateral. After deduction of such expenses, Lender may apply the proceeds of disposition to the Obligations in such order and amounts as it elects; and

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E. Waiver. Lender may permit ISI Security to remedy any default without waiving the default so remedied, and Lender may waive any default without waiving any other subsequent or prior default by ISI Security.

7. INTERPRETATION

The validity, construction and enforcement of this Agreement are governed by the internal laws of Wisconsin. All terms not otherwise defined have the meanings assigned to them by the Wisconsin Uniform Commercial Code. Invalidity of any provision of this Agreement shall not affect the validity of any other provision. This Agreement is intended by the ISI Security and Lender as a final expression of this Agreement and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Agreement. This Agreement may not be supplemented or modified except in writing.

8. EXCEPTIONS

The obligations evidenced hereby are subordinate to the obligations (including interest) owed by ISI Security and affiliates of ISI Security to the holders of all of the notes issued pursuant to that certain Note and Warrant Purchase Agreement by and among William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, ISI Security and affiliates of ISI Security party thereto dated as of October 22, 2004, as such Agreement may be supplemented, modified, restated or amended from time to time.

F-7

ISI SECURITY GROUP, INC.

By:

Sam Youngblood, CEO

Dated: January 31, 2008

Address:
12903 Delivery Drive
San Antonio, TX 78247

EXHIBIT G

Form of General Business Security Agreement (Argyle Security, Inc.)

G-1

GENERAL BUSINESS SECURITY AGREEMENT

1.	SECURITY INTEREST

In consideration of the financial accommodation granted by JEFFREY E. CORCORAN and JANELL D. CORCORAN (together or separately, “Lender”) to ISI Controls, Ltd. (the “Borrower”), the undersigned, ARGYLE SECURITY, INC. (“Argyle”) grants to Lender, a security interest in all equipment, fixtures, inventory (including all goods held for sale, lease or demonstration or to be furnished under contracts of service, goods leased to others, trade-ins and repossessions, raw materials, work in process and materials or supplies used or consumed in the Argyle’s business), documents relating to inventory, general intangibles, accounts, contract rights, chattel paper and instruments, now owned or hereafter acquired by Argyle, and all additions and accessions to, all spare and repair parts, special tools, equipment and replacements for, all returned or repossessed goods the sale of which gave rise to, and all proceeds and products of the foregoing ("Collateral"), wherever located to secure all debts, obligations and liabilities of the Borrower to Lender arising out of credit previously granted and credit contemporaneously granted by Lender to the Borrower ("Obligations"). The capital stock of ISI Security Group, Inc., a Delaware corporation, owned now or hereafter by Argyle, is specifically excluded from the definition of “Collateral” and no lien, security interest or other encumbrance of any nature is imposed upon such capital stock by the Borrower.

2.	ARGYLE 'S WARRANTIES

Argyle warrants that while any of the Obligations are unpaid:

A. Ownership. Argyle owns the Collateral, subject only to security interests identified in Section 8, and otherwise free of all encumbrances and security interests (except Lender's security interest). Chattel paper constituting Collateral evidences a perfected security interest in the goods covered by it, free from all other encumbrances and security interests (except as described herein), and no financing statement (other than those indicated in Section 8) is on file covering the Collateral or any of it. Argyle, acting alone, may grant a security interest in the Collateral.

B. Sale of goods or services rendered. Each account and chattel paper constituting Collateral as of this date arose from the performance of services by Argyle or from a bona fide sale or lease of goods, which have been delivered or shipped to the account debtor and for which Argyle has genuine invoices, shipping documents or receipts.

C. Enforceability. Each account, contract right and chattel paper constituting Collateral as of this date is genuine and enforceable against the account debtor according to its terms. It and the transaction out of which it arose comply with all applicable laws and regulations. The amount represented by Argyle to Lender as owing by each account debtor is the amount actually owing and is not subject to setoff, credit, allowance or adjustment, except discount for prompt payment, nor has any account debtor returned the goods or disputed his liability.

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E. Financial condition of account debtor. As of this date Argyle has no notice or knowledge of anything which might impair the credit standing of any account debtor.

F. Valid incorporation. Argyle is duly organized, validly existing and in good standing under the laws of the state of incorporation.

G. Other agreements. Argyle is not in default under any agreement for the payment of money.

H. Authority to contract. The execution and delivery of this Agreement and any instruments evidencing Obligations will not violate or constitute a breach of Argyle's articles of incorporation, by-laws, partnership agreement or any agreement or restriction to which Argyle is a party or is subject.

I. Accuracy of information. All information, certificates or statements given to Lender pursuant to this Agreement shall be true and complete when given.

J. Addresses. The address of Argyle's place of business is shown opposite the Corporation’s signature. The address where the Collateral will be kept is 3030 East Goodland Drive, Appleton, Wisconsin. Such locations shall not be changed without prior or written consent of Lender, but the parties intend that the Collateral, wherever located, is covered by this Agreement.

K. Change of name or address. Argyle shall immediately advise Lender in writing of any change in name or address.

L. Fixtures. If any of the Collateral is affixed to real estate, the legal description of the real estate set forth in each UCC Financing Statement signed by Argyle is true and correct.

3.	SALE AND COLLECTIONS

A. Sale of inventory. So long as no default exists under any of the Obligations or this Agreement, Argyle may (a) sell inventory in the ordinary course of Argyle's business for cash or on terms customary in the trade, at prices not less than any minimum sale price shown on instruments evidencing Obligations and describing inventory, or (b) lease inventory on terms customary in the trade.

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B. Verification and notification. Lender may verify Collateral in any manner, and Argyle shall assist Lender in so doing. Upon default Lender may at any time and Argyle shall, upon request of Lender, notify the account debtors to make payment directly to Lender and Lender may enforce collection of, settle, compromise, extend or renew the indebtedness of such account debtors. Until account debtors are so notified, Argyle as agent of Lender, shall make collections on the Collateral. Lender may at any time notify the bailee of any Collateral of Lender's security interest.

4.	ARGYLE'S COVENANTS

A. Maintenance of Collateral. Argyle shall: maintain the Collateral in good condition and repair and not permit its value to be impaired; keep it free from all liens, encumbrances and security interests (other than Lender's security interest and those indicated in Section 8); defend it against all claims and legal proceedings by persons other than Lender; pay and discharge when due all taxes, license fees, levies and other charges upon it; not sell, lease or otherwise dispose of it or permit it to become a fixture or an accession to other goods, except for sales or leases of inventory as provided in this Agreement, not permit it to be used in violation of any applicable law, regulation or policy of insurance; and, as to Collateral consisting of instruments and chattel paper, preserve rights in it against prior parties. Loss of or damage to the Collateral shall not release the Borrower from any of the Obligations.

B. Insurance. Argyle shall keep the Collateral and Lender's interest in it insured under policies with such provisions, for such amounts and by such insurers as shall be satisfactory to Lender from time to time, and shall furnish evidence of such insurance satisfactory to Lender. Subject to Lender’s priority as secured creditor of Argyle, Argyle assigns (and directs any insurer to pay) to Lender the proceeds of all such insurance and any premium refund, and authorizes Lender to indorse in the name of Argyle any instruments for such proceeds or refunds and, at the option of Lender, to apply such proceeds and refunds to any unpaid balance of the Obligations; whether or not due, and/or to restoration of the Collateral, returning any excess to Argyle. Lender is authorized, in the name of Argyle or otherwise, to make, adjust, and/or settle claims under any insurance on the Collateral, or cancel the same after the occurrence of an event of default.

C. Maintenance of security interest. Argyle shall pay all expenses and upon request, take any action reasonably deemed advisable by Lender to preserve the Collateral or to establish, determine priority of, perfect, continue perfected, terminate and/or enforce Lender's interest in it or rights under this Agreement.

D. Taxes and other charges. Pay and discharge all lawful taxes, assessments and government charges upon Argyle or against its properties prior to the date on which penalties attach, unless and to the extent only that such taxes, assessments and charges are contested in good faith and by appropriate proceedings by Argyle.

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E. Chattel paper. Lender may require that chattel paper constituting Collateral shall be on forms approved by Lender. Argyle shall promptly mark all chattel paper constituting Collateral, and all copies, to indicate conspicuously the Lender's interest and, upon request, deliver them to Lender.

F. United State contracts. If any accounts or contract rights constituting Collateral arose out of contracts with the United States or any of its departments, agencies or instrumentalities, Argyle will notify Lender and execute writings required by Lender in order that all money due or to become due under such contracts shall be assigned to Lender and proper notice of the assignment given under the Federal Assignment of Claims Act.

G. Modifications. Without the prior written consent of Lender, Argyle shall not alter, modify, extend, renew or cancel any accounts or chattel paper constituting Collateral or any Collateral constituting part of the Argyle's borrowing base.

5.	RIGHTS OF LENDER

A. Authority to perform for Argyle. Upon the occurrence of an event of default or if Argyle fails to perform any of Argyle's duties set forth in this Agreement or in any evidence of or document relating to the Obligations, Lender is authorized, in the Argyle's name or otherwise, to take any such action including without limitation signing Argyle's name or paying any amount so required, and the cost shall be one of the Obligations secured by this Agreement and shall be payable by the Argyle upon demand with interest from the date of payment by Lender at the highest rate stated in any evidence of any Obligation but not in excess of the maximum rate permitted by law.

B. Power of attorney. Argyle irrevocably appoints Lender as Argyle's attorney, with power after an event of default to receive, open and dispose of all mail addressed to Argyle; to notify the Post Office authorities to change the address for delivery of all mail addressed to Argyle to such address as Lender may designate; and to endorse the name of Argyle upon any instruments which may come into Lender's possession. Argyle agrees that Obligations may be created by drafts drawn on Lender by shippers of inventory named in section 4. Argyle authorizes Lender to honor any such draft accompanied by invoices aggregating the amount of the draft and describing inventory to be shipped to Argyle and to pay any such invoices not accompanied by drafts. Argyle appoints any employee of Lender as Argyle's attorney, with full power to sign Argyle's name on any instrument evidencing an Obligation, or any renewals or extensions, or the amount of such drafts honored by Lender and such instruments may be payable at fixed times or on demand, shall bear interest at the rate from time to time or the amount of such drafts honored by Lender and such instruments may be payable at fixed times or on demand, shall bear interest at the rate from time to time fixed by Lender and Argyle agrees, upon request of Lender, to execute any such instruments. This power of attorney to execute instruments may be revoked by Argyle only by written notice to Lender and no such revocation shall affect any instruments executed prior to the receipt of Lender of such notice. All acts of such attorney are ratified and approved and he is not liable for any act or omission or for any error of judgment or mistake of fact or law.

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C. Non-liability of Lender. Lender has no duty to protect, insure, collect or realize upon the Collateral or preserve rights in it against prior parties. Argyles releases Lender from any liability for any act or omission relating to the Obligations, the Collateral or this Agreement, except Lender's willful misconduct.

6.	DEFAULT

Upon the occurrence of one or more of the following events of default:

Inability to Perform. The Borrower or a surety or guarantor for any of the Obligations ceases to exist or becomes insolvent or the subject of bankruptcy or insolvency proceedings;

A. Repossession. Lender may take possession of Collateral without notice or hearing, which Argyle waives;

B. Assembling collateral. Lender may require Argyle to assemble the Collateral and to make it available to Lender at any convenient place designated by Lender;

C. Notice of disposition. Written notice, when required by law, sent to any address of Argyle in this Agreement at least 10 calendar days (counting the day of sending) before the date of a proposed disposition of the Collateral is reasonable notice;

D. Expenses and application of proceeds. Argyles shall reimburse Lender for any expense incurred by Lender in protecting or enforcing its rights under this Agreement before and after judgment, including, without limitation, reasonable attorneys' fees and legal expenses of taking possession, holding, preparing for disposition and disposing of Collateral. After deduction of such expenses, Lender may apply the proceeds of disposition to the Obligations in such order and amounts as it elects; and

E. Waiver. Lender may permit Argyle to remedy any default without waiving the default so remedied, and Lender may waive any default without waiving any other subsequent or prior default by Argyle.

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7.	INTERPRETATION

The validity, construction and enforcement of this Agreement are governed by the internal laws of Wisconsin. All terms not otherwise defined have the meanings assigned to them by the Wisconsin Uniform Commercial Code. Invalidity of any provision of this Agreement shall not affect the validity of any other provision. This Agreement is intended by the Argyle and Lender as a final expression of this Agreement and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Agreement. This Agreement may not be supplemented or modified except in writing.

8.	EXCEPTIONS

The obligations evidenced hereby are subordinate to the obligations (including interest) owed by Argyle and affiliates of Argyle to the holders of all of the notes issued pursuant to that certain Note and Warrant Purchase Agreement by and among William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, Argyle and affiliates of Argyle party thereto dated as of October 22, 2004, as such Agreement may be supplemented, modified, restated or amended from time to time.

ARGYLE SECURITY, INC.

By:____________________________

Name: Don Neville

Its: Chief Financial Officer

Dated: January 31, 2008

Address:

200 Concord Plaza

San Antonio, Texas 78216

[Signature Page to Argyle Security, Inc. General Business Security Agreement]

EXHIBIT H

Form of ISI Guaranty

H-1

GUARANTY

THIS GUARANTY OF PROMISSORY NOTE (this “Guaranty”), made as of the 31st day of January, 2008 (the “Effective Date”), by ISI Security Group, Inc., a Delaware corporation (“Guarantor”), to and for the benefit of JEFFREY CORCORAN and JANELL CORCORAN (collectively referred to herein as “Payee”).

RECITALS

A. On even date herewith, ISI Controls, Ltd., a Texas limited partnership (“Borrower”), has issued to Payee a promissory note in the original principal amount of $3,515,000 (the “Note”);

B. Guarantor has agreed to guarantee the payment of the Note; and

C. Guarantor is an affiliate of Borrower and has a financial interest in inducing Payee to accept the Note from Borrower, and Guarantor having such interest has agreed to execute and deliver this Guaranty;

1. Definitions. Terms defined in the Note and not otherwise defined in this Guaranty shall have the meanings given those terms in the Note when used herein and such definitions are incorporated herein as though set forth in full.

2. Guaranty. In order to induce Payee to accept the Note, Guarantor hereby unconditionally and irrevocably guarantees to Payee the full and punctual payment of the Note, together with any and all interest and expenses (including attorney’s fees) allowed under any applicable federal, state or local law (collectively, the “Guaranteed Obligations”).

3. Continuing Guaranty. This Guaranty is irrevocable and continuing in nature and relates to the Note, and Guarantor is jointly and severally liable with Borrower and all other guarantors for such obligation. This Guaranty is a guaranty of prompt payment and performance and is not merely a guaranty of collection. This Guaranty is in full force and effect on the date hereof and shall continue until the Note has been paid or satisfied in full at which time Payee shall terminate this Guaranty by marking it cancelled and returning it to Guarantor.

4. Security. This Guaranty is not secured by any security agreement, deed of trust or mortgage.

5. Waiver of Rights. Guarantor hereby waives (a) notice of acceptance hereof (which acceptance is conclusively presumed by delivery to Borrower), except to the extent expressly provided in the same; (b) grace, demand, presentment, and protest with respect to the Guaranteed Obligations or to any instrument, agreement or document evidencing or creating same; (c) notice of or as to grace, demand, presentment and protest, except to the extent expressly provided in the applicable document; (d) notice of or any right to consent or object to the amendment or modification of any of the instruments, agreements and documents executed in connection with the Guaranteed Obligations; (e) filing of suit and diligence by Payee in collection or enforcement of the Guaranteed Obligations; and (f) any other notice regarding the Guaranteed Obligations, except to the extent expressly provided in the same.

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6. Relationship to Other Agreements. Nothing herein shall in any way modify or limit the effect of terms or conditions set forth in any other documents or agreements between Borrower, Payee, or Guarantor, but each and every term and condition hereof shall be in addition thereto.

7. Consents. Guarantor consents and agrees that Payee, at any time and from time to time, without notice or demand, without incurring any responsibility to Guarantor, and without impairing, reducing, modifying, amending, releasing or discharging the obligations of Guarantor, may take any of the following actions or take no action in connection with Borrower, including without limitation:

(a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Note or any part thereof;

(b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Note or any part thereof, or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof;

(d) accept partial payments on the Note;

(e) receive and hold additional security or guaranties for the Note or any part thereof;

(f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Payee in its sole and absolute discretion may determine;

(g) release any Person from any personal liability with respect to the Note or any part thereof;

(h) settle, release on terms satisfactory to Payee or by operation of applicable laws or otherwise liquidate or enforce the Note and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or

(i) consent to the merger, change or any other restructuring or termination of the corporate existence of Borrower or any other Person, and correspondingly restructure the Note, and any such merger, change, restructuring or termination shall not affect the liability of Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Note.

H-3

8. Representations, Warranties and Covenants. Guarantor hereby makes the following representations, warranties and covenants which survive the execution and delivery of this Guaranty:

(a) Guarantor has the power and/or legal right to own Guarantor’s assets and to enter into and perform the provisions of this Guaranty.

(b) The execution, delivery and performance of this Guaranty by Guarantor does not contravene (i) any existing law or any legal order applicable to, or license or permit granted to Guarantor, or (ii) any agreement or instrument to which Guarantor is a party or to which Guarantor or any of Guarantor’s assets is subject.

(c) Guarantor (i) is not, and will not as a result of performing this Guaranty be rendered, insolvent, and (ii) does not intend to incur, or believe Guarantor is incurring, obligations beyond Guarantor’s ability to pay.

(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies.

(e) No governmental approval is required for the due execution, delivery and performance of this Guaranty and there are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(f) Guarantor is financially interested in Borrower and will receive material economic benefits as a result of the Note provided to Payee. Guarantor is entering into this Guaranty as a material inducement to Payee to accept the Note.

9. LIMITATION ON INTEREST. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST PAYABLE, CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THIS GUARANTY OR THE NOTE GUARANTIED HEREUNDER, FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW.

10. Miscellaneous.

(a) Costs and Expenses. Guarantor shall pay to Payee all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Payee in the preservation of enforcement of Payee’s rights and remedies hereunder.

(b) Amendment. Neither this Guaranty nor any provision hereof may be amended, altered, modified, changed, waived, discharged or terminated, except by an instrument in writing signed by Payee.

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(c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Any proceeding brought to enforce this Agreement or any document delivered in connection herewith shall be brought in state or federal court located in Brown County, Wisconsin, and all parties waive any objections to venue in Brown County, Wisconsin.

(d) Notices. All notices and other communications hereunder shall be given in the manner set forth in the Note to the parties at their respective addresses set forth below, as the same may be changed by written notice to the other party.

(e) Assignment, Binding Effect, Benefit of Agreement. This Guaranty and the duties and obligations of Guarantor hereunder, together with Payee's rights and privileges under the Note, (A) shall be fully assignable, in whole or in part, and transferable by Payee; (B) may not be delegated or transferred by Guarantor without the prior written consent of Payee, which consent shall not be unreasonably withheld; and (C) shall inure to the benefit of, and be enforceable by, Payee and its successors and assigns and the duties and obligations of Guarantor shall bind Guarantor and Guarantor's successors and permitted assigns.

(f) Severability. Whenever possible this Guaranty and each provision hereof shall be interpreted in such manner as to be effective, valid and enforceable under applicable law. Any provisions of this Guaranty which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In addition, any determination that the application of any provision hereof to any person or under any circumstance is illegal and unenforceable shall not affect the legality, validity and enforceability of such provision as it may be applied to any other person or in any other circumstance.

11. ACKNOWLEDGEMENT. GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT GUARANTOR MAKES ALL OF THE WAIVERS, AGREEMENTS AND CONSENTS ("WAIVERS") SET FORTH IN THIS GUARANTY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF SUCH WAIVERS WITH GUARANTOR’S COUNSEL; GUARANTOR FURTHER ACKNOWLEDGES THAT SUCH WAIVERS ARE A MATERIAL INDUCEMENT TO PAYEE’S ACCEPTANCE OF THE NOTE. GUARANTOR ACKNOWLEDGES THAT GUARANTOR HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE TO EVALUATE THE RISKS OF THIS GUARANTY. IF ANY OF THE WAIVERS HEREIN ARE DETERMINED TO BE UNENFORCEABLE UNDER APPLICABLE LAW, SUCH WAIVERS SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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12. SUBORDINATION The obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) created as of January 31, 2008, among, without limitation, Jeffrey Corcoran and Janell Corcoran (“Subordinated Lender”), ISI Controls, Ltd., a Texas limited partnership and LaSalle Bank National Association, a national banking association (“Senior Lender”) to the obligations (including interest) owed by ISI Security Group, Inc., a Delaware corporation, to the holders of all of the notes issued pursuant to that certain Amended and Restated Loan and Security Agreement dated as of January 23, 2008, between ISI Security Group, Inc. and Senior Lender, as such Agreement may be supplemented, modified, restated or amended from time to time; and each holder hereof, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

The obligations evidenced hereby are subordinate to the obligations (including interest) owed by Guarantor and affiliates of Guarantor to the holders of all of the notes issued pursuant to that certain Note and Warrant Purchase Agreement by and among William Blair Mezzanine Capital Fund III, L.P., a Delaware limited partnership, Guarantor and affiliates of Guarantor party thereto dated as of October 22, 2004, as such Agreement may be supplemented, modified, restated or amended from time to time.

H-6

IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE EFFECTIVE DATE.

GUARANTOR:			PAYEE:

ISI Security Group, Inc.
A Delaware corporation			JEFFREY E. CORCORAN


By:
Name: Sam Youngblood			JANELL D. CORCORAN
Its: CEO

GUARANTOR'S ADDRESS			PAYEE’S ADDRESS
12903 DELIVERY DRIVE			N100 CRAFTSMEN DRIVE
SAN ANTONIO, TX 78247			GREENVILLE, WI 54942
ATTENTION: SAM YOUNGBLOOD			ATTENTION: JEFF CORCORAN

[Signature Page to Guaranty of ISI Security Group, Inc.]

H-7

EXHIBIT I

Form of Argyle Guaranty

I-1

GUARANTY

ARGYLE SECURITY, INC.

THIS GUARANTY OF PROMISSORY NOTE (this “Guaranty”), made as of the 31st day of January, 2008 (the “Effective Date”), by Argyle Security, Inc., a Delaware corporation (“Guarantor”), to and for the benefit of Jeffery Corcoran and Janell Corcoran (collectively referred to herein as “Payee”).

RECITALS

A. On even date herewith, ISI Controls, Ltd., a Texas limited partnership (“Borrower”), has issued to Payee a promissory note in the original principal amount of $3,515,000 (the “Note”);

B. Guarantor has agreed to guarantee the payment of the Note; and

3. Continuing Guaranty. This Guaranty is irrevocable and continuing in nature and relates to the Note, and Guarantor is jointly and severally liable with Borrower for such obligation. This Guaranty is a guaranty of prompt payment and performance and is not merely a guaranty of collection. This Guaranty is in full force and effect on the date hereof and shall continue until the Note has been paid or satisfied in full at which time Payee shall terminate this Guaranty by marking it cancelled and returning it to Guarantor.

4. Security. This Guaranty is secured by a security agreement of even date herewith.

I-2

(a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Note or any part thereof;

(d) accept partial payments on the Note;

(e) receive and hold additional security or guaranties for the Note or any part thereof;

(g) release any Person from any personal liability with respect to the Note or any part thereof;

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8. Representations, Warranties and Covenants. Guarantor hereby makes the following representations, warranties and covenants which survive the execution and delivery of this Guaranty:

(a) Guarantor has the power and/or legal right to own Guarantor’s assets and to enter into and perform the provisions of this Guaranty.

10. Miscellaneous.

I-4

(b) Amendment. Neither this Guaranty nor any provision hereof may be amended, altered, modified, changed, waived, discharged or terminated, except by an instrument in writing signed by Payee.

I-5

IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE EFFECTIVE DATE.

GUARANTOR:	PAYEE:

Argyle Security, Inc.	__________________________________________
	Jeffrey E. Corcoran


By:_________________________________
Name: Don Neville	___________________________________________
Its: Chief Financial Officer	Janell D. Corcoran

GUARANTOR'S ADDRESS	PAYEE’S ADDRESS
200 CONCORD PLAZA, STE 700	N100 CRAFTSMEN DRIVE
SAN ANTONIO, TX 78216	GREENVILLE, WI 54942
ATTENTION: DON NEVILLE	ATTENTION: JEFF CORCORAN

[Signature Page to Guaranty of Argyle Security, Inc.]

I-6

EXHIBIT J

Lease Agreement

J-1

LEASE AGREEMENT

THIS LEASE AGREEMENT (the “Lease”), is made and entered into this 1^st day of February, 2008, by and between J.J.C. VALLEY PROPERTIES, LLC, (the “Lessor”), and ISI CONTROLS, LTD. (the “Lessee”).

WITNESSETH:

IN CONSIDERATION of the rents and agreements of Lessee herein, Lessor hereby leases to Lessee the following-described premises situated at 3030 East Goodland Drive, City of Appleton, Outagamie County, Wisconsin (hereinafter referred to as the “Premises”), on and subject to the terms, conditions and provisions herein contained.

1. Term. To have and to hold the Premises to Lessee for a term of five (5) years, commencing on February 1, 2008 (the “Commencement Date”) and ending at midnight on January 31, 2013 (the “Initial Term”).

2. Option to Extend Lease Term. Provided that Lessee is not in default with respect to any term or condition of this Lease, Lessee shall have the option to extend the Lease for two (2) additional five (5)-year terms, provided notice in writing shall be given to Lessor at least one hundred eighty (180) days prior to the end of the initial term of the Lease or any extended term thereof. The rental for the extension period shall be as provided below.

3. Rent. Lessee agrees to pay to Lessor, as rent during the Initial Term of this Lease and the first renewal term, the sum of Fourteen Thousand Dollars ($14,000.00) per month (“Base Rent”), commencing on the Commencement Date and on the 1st day of each calendar month thereafter. Notwithstanding anything contained in the preceding sentence, unless and until Lessee defaults beyond any applicable notice and cure periods, with respect to any covenant or obligation set forth in this Lease or in the Business Note (the “Note”), executed on even date herewith by and between Lessee and Lessor, Lessee’s obligation to pay rent from the Commencement Date up through and including January 31, 2010, shall abate (the “Rental Abatement Period”).

In the event that Lessee defaults, with respect to any covenant or obligation set forth in this Lease or in the Note during the Rental Abatement Period, which such default is not cured within fourteen (14) days of Lessor’s written notice to Lessee (the “Notice Period”), then this Lease shall terminate on the last day of the Notice Period and all Base Rent that would have been due to Lessor from Lessee during the Rental Abatement Period shall be immediately due and payable.

In the event that Lessee defaults with respect to any covenant or obligation set forth in the Note during the Rental Abatement Period and such default is cured during the Notice Period, then this Lease will not terminate, but the rental abatement shall be revoked retroactive to the Commencement Date. Thereafter, Lessee’s Base Rent shall be increased to an amount equal to the total of Lessee’s Base Rent that would have been due during the Rental Abatement Period but for the abatement of such Base Rent, plus the total of all Base Rent due throughout the balance of the Initial Term of this Lease divided by the number of months remaining in the Initial Term of this Lease. Said increased Base Rent shall be due and payable on the first day of the first month immediately after the end of the Notice Period, during which Lessee’s default was cured, and, thereafter, on the first day of each month thereafter throughout the balance of the Initial Term. During the first renewal term, however, Lessee’s Base Rent shall be reduced to Fourteen Thousand Dollars ($14,000.00) per month payable on the first day of the first month of the first renewal term and on the same day of each successive month thereafter.

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In the event that Lessee shall exercise Lessee’s option to renew this Lease for a second renewal term, then Lessee’s monthly rental obligation, throughout the entire second renewal term, shall be equal to ninety-five percent (95%) of the prevailing market rate for commercial premises of like kind construction, design, use, and location (the “Prevailing Market Rate”). For purposes of this Lease, the Prevailing Market Rate shall be determined, as of the first day of the second renewal term, by the written mutual agreement of Lessor and Lessee. In the event that Lessee and Lessor have not mutually agreed as to the Prevailing Market Rate by a date that is forty-five (45) days prior to the first day of the second renewal term, then Lessor shall, at Lessor’s expense, obtain an independent written determination of the Prevailing Market Rate from a qualified commercial real estate broker familiar with the Premises and commercial real estate, in general, in Outagamie County, Wisconsin. Lessee shall also, at Lessee’s expense, obtain an independent written determination of the Prevailing Market Rate from a qualified commercial real estate broker familiar with the Premises and commercial real estate, in general, in Outagamie County, Wisconsin. If the two (2) opinions are within ten percent (10%) of each other, determined according to ten percent (10%) of the higher of the two (2) opinions, then the Prevailing Market Rate shall be equal to the average of the two (2) opinions. If the two (2) opinions are not within ten percent (10%) of each other, determined according to ten percent (10%) of the higher of the two (2) opinions, and Lessor and Lessee are still unable to agree as to the Prevailing Market Rate, then the two (2) commercial real estate brokers shall appoint a third qualified commercial real estate broker familiar with the Premises and commercial real estate, in general, in Outagamie County, Wisconsin, the expense of which shall be divided equally between Lessor and Lessee, and the opinion of the third commercial real estate broker shall be the Prevailing Market Rate.

Notwithstanding anything contained in this Section 3 to the contrary, for any month during the second renewal term during which Lessee’s Base Rent is in dispute and subject to the dispute resolution process set forth above, Lessee’s monthly rental obligation shall be Fourteen Thousand Dollars ($14,000.00) subject to adjustment, upward or downward, upon the determination of Lessee’s Base Rent due and owing throughout the second renewal term. Any such adjustment shall be made to the first and, if necessary, second Base Rent payments due immediately after the final second renewal term Base Rent determination.

4. Charge for Late Rent. Any rent not timely paid by or on the fourteenth (14th) day of any calendar month shall accrue a late charge of one and one-half percent (1-1/2%) for each month, or portion thereof, that such rent remains unpaid.

5. Security Deposit. Upon the execution of this Lease, Lessee shall pay a security deposit of Fourteen Thousand Dollars ($14,000.00) to be held by Lessor to secure Lessee’s performance of Lessee’s obligations and protect Lessor’s rights under this Lease, which sum shall be refunded to Tenant within ten (10) days of the expiration of this Lease.

6. Use and Care of Premises. The Premises may be used for any lawful purpose and shall be kept in a clean and safe condition in accordance with local ordinances and lawful direction of proper authorities.

7. Structural Alterations or Additions. No structural alterations or additions shall be made by Lessee during the term of this Lease, in or to the Premises, without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Any alterations or additions to be made shall comply with appropriate building code and zoning ordinances. All additions or alterations as made shall, at the option of Lessor, become part of the Premises and property of Lessor or, upon termination of the Lease, Lessor may demand that Lessee remove the same and restore the Premises to a substantially similar condition they were in prior to Lessee’s occupancy, reasonable wear and tear, and damage caused by casualty, excepted. However, once Lessor agrees that an alteration shall become part f the Premises and the property of Lessor, Lessee shall have no obligation to remove said alteration.

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8. Utilities and Services. Lessee shall pay all utility and service charges, including but not limited to, gas, water, heat, air-conditioning or electricity charges, used in the Premises, as the same shall become due.

9. Taxes. Lessee shall, during the term of this Lease, pay all real estate taxes levied in respect of the Premises, or any part thereof, whether assessed against Lessor or against Lessee. Lessee shall pay to Lessor, as additional rent, an amount equal to one-twelfth (1/12th) of the real estate taxes levied in respect of the Premises. Said amount shall be calculated on the basis of the prior year’s real estate taxes and shall be payable, in advance, with each of Lessee’s monthly rental payments.

If the total of Lessee’s additional rent payments, relative to real estate taxes with respect to any tax year, is less than the actual amount of the Premises’ real estate taxes, then Lessee shall pay, within thirty (30) days of Lessee’s receipt of Lessor’s written demand, the difference between the total of Lessee’s additional rent payments, for the applicable year, and the actual real estate taxes due and owing with respect to the Premises.

If the total of Lessee’s additional rent payments, relative to real estate taxes with respect to any tax year, exceeds the actual amount of the Premises’ real estate taxes, then the excess shall be credited against Lessee’s obligation to pay real estate taxes for the Premises for the following year, or in the event this Lease has terminated, Lessor shall promptly refund such overpayment amount to Tenant.

In the event any special assessments, including specifically, but not exclusively, curb, gutter, paving, etc., are levied against the Premises and are not caused specifically by the actions of Lessee, then Lessor shall be responsible for the payment of said special assessments in full when levied or, if an alternative installment payment is available, at Lessor’s option, Lessor shall pay said special assessments over the installment periods.

The foregoing notwithstanding, to the extent that any structural alterations or additions are made to the Premises which increase the value of the Premises for purposes of real estate taxes or result in a special assessment being levied against the Premises, Lessee shall be responsible for the payment of said increase in said real estate taxes and/or said special assessment.

10. Repairs and Maintenance. Lessee shall keep and maintain the Premises in good condition and repair (except for reasonable wear and tear and damage by casualty), including, but not limited to, the heating, electrical, plumbing and air-conditioning systems exclusively serving the Premises, and shall replace all broken and cracked glass. Except as set forth below, Lessee shall also be responsible for repairing any damage caused to the Premises, whether directly or indirectly, during Lessee’s occupancy of the Premises.

Lessor has delivered the building in good repair and condition to Lessee, but agrees that Lessor shall be obligated to maintain such structural portions of the building (i.e., walls, roof and foundations) during the term hereof, provided that said repair is not due to the actions of Lessee in which event Lessee shall be responsible for such repair and maintenance.

If Lessee refuses or neglects to commence or complete repairs promptly and adequately, Lessor may, but shall not be required to do so, make or complete said repairs and Lessee shall pay the reasonable third-party costs thereof to Lessor within ten (10) days written demand therefore.. Lessee shall comply with the directions of proper public officers as to the maintenance of the Premises and shall comply with all health and police regulations applicable to or affecting the Premises.

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Lessee shall undertake appropriate measures to maintain the Premises in a sanitary condition and free from rodents and/or pests.

Lessee shall be responsible for snow removal and lawn and landscape maintenance at the Premises.

11. Insurance.

A. Fire and Extended Coverage. Lessee shall carry fire and extended coverage insurance on the Premises during the entire term of this Lease in an amount equal to the full insurable value of the buildings and all additions or improvements made thereon by either party, written by a reliable insurance company or companies authorized to do business in the State of Wisconsin.

B. Liability. Lessee shall keep in force for the benefit of Lessor and Lessee comprehensive general liability insurance with minimum limits of liability in respect to bodily injury of One Million Dollars ($1,000,000.00) for each person and Two Million Dollars ($2,000,000.00) for each occurrence and, with respect to property damage, the sum of Five Hundred Thousand Dollars ($500,000.00) for each occurrence.

C. Contents. Lessee shall keep in force for Lessee’s benefit a policy of insurance in broad endorsement form to protect damage to the contents on the Premises.

D. Waiver of Subrogation. Each party mutually releases and discharges the other, and its employees, from all claims and liabilities arising from or caused by any hazard covered by insurance on the Premises or covered by insurance in connection with property on or activities conducted on the Premises, regardless of the cause of the damage or loss.

This release is conditioned upon the inclusion in the policy or policies of a provision whereby any such release shall not adversely affect said policies or prejudice any right of the party releasing the other to recover through said policy. Each party agrees that such party’s insurance policy shall include such a provision so long as the same shall be obtainable without extra cost.

E. Certificates of Insurance. All Certificates of Insurance shall be deposited with Lessor. The policy or policies shall name Lessor and Lessee as insureds and shall bear endorsements to the effect that the insurer agrees to notify Lessor not less than thirty (30) days in advance of any modification or cancellation thereof.

Lessee agrees that no act or thing shall be done on the Premises which may void, or make voidable, any insurance on the Premises, or any part thereof.

12. Damage by Fire or Other Casualty. Damage not in excess of thirty-three and one-third percent (33-1/3%) of the Premises by fire or any other cause shall not terminate this Lease, but shall entitle Lessee to a pro rata abatement or reduction in rent payable to Lessor. Lessor shall proceed with due diligence to collect the proceeds of any available insurance, and rebuild or restore the Premises to at least as good a condition as existed immediately prior to the casualty.

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In the event of damage in excess of thirty-three and one-third percent (33-1/3%) of the Premises or its total destruction, Lessee shall have the option to terminate this Lease and surrender the Premises, or to a pro rata abatement or reduction of the rent payable to Lessor.

In the event Lessor and Lessee mutually agree that it would be in their best interest to rebuild or restore the Premises, then Lessor shall proceed with due diligence to collect the proceeds of any available insurance and rebuild or restore the Premises to at least as good a condition as existed immediately prior to the casualty.

13. Lessor’s Right of Entry. Lessor may enter into and on the Premises, including any building or structure thereon, during Lessee’s normal business hours, and on twenty-four (24) hours prior notice, for the purpose of examining or inspecting the conditions thereof in order to exercise any right or power reserved to Lessor under the terms and provisions of this Lease.

14. “For Rent” or “For Sale” Signs of Lessor. Lessor may, within one hundred eighty (180) days prior to the expiration of any Lease term, if there has been no extension or renewal, place signs on the walls, doors or windows of the building on the Premises, advertising that the Premises are for rent or for sale, which signs shall remain thereon without hindrance or molestation by Lessee.

15. Restrictions Against Liens. Lessee shall pay and settle all expenses and liabilities arising out of or in any way connected with any and all construction, repairs, alterations or maintenance authorized by Lessee and approved by Lessor of any and all buildings on the Premises, and Lessee shall keep the Premises and the structures thereon free and clear from all liens of mechanics or materialmen, and all liens of a similar character, arising out of or growing out of the construction, repair, alteration or maintenance of such structures.

16. Indemnity. Lessee assumes all risks and responsibilities for accidents, injuries, or death resulting from injuries or damages to person or property occurring in, on, or about the Premises. Subject to the waiver of subrogation set forth in Section 11D hereof, Lessee agrees to indemnify and hold Lessor, and Lessor’s members, officers, directors, employees, agents, and assigns from any and all claims, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with, the condition, use, or control of the Premises, including the improvements thereon, during the term of this Lease and any renewal term. Subject to the waiver of subrogation set forth in Section 11D hereof, Lessee shall be liable to Lessor for any damages to the Premises, including the improvements thereon, and for any act done by Lessee or any employee or agent of Lessee, or any invitee or licensee of Lessee.

17. Waste. Lessee shall not suffer or permit any waste, or overloading, damaging or defacing of the Premises, or any uses thereof which shall be unlawful, improper or contrary to any law of the State of Wisconsin, or ordinance of the municipality, or rule or regulation of any public authority at the time being in force, or injurious to any person or property.

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18. Assignment and Subleases. Lessee may not assign or transfer this Lease or sublease the whole or any part of the Premises, without the written consent of Lessor, which shall not be unreasonably withheld, provided that Lessee shall nevertheless remain primarily liable to Lessor for the payment of all rent and for the full performance of all of the covenants and conditions of this Lease.

Lessor shall, however, have the right to sell or transfer the Premises, subject to all of the provisions of this Lease.

19. Compliance with Laws. Lessee agrees to observe and comply with all rules, regulations and laws now in effect, or which may be enacted during the continuance of this Lease, by any municipal, county, State or Federal authorities having jurisdiction over the Premises.

20. Lessee’s Default. This Lease is made upon the condition that Lessee shall punctually and faithfully perform all of the covenants and agreements by Lessee to be performed as herein set forth, and if any of the following events of default shall occur, to-wit:

A. The rent or any other sums required to be paid by Lessee hereunder, or any part thereof, shall at any time be in arrears and unpaid for fourteen (14) days after receipt of written notice of default from Lessor to Lessee; or

B. There be any default in the observance or performance of any of the other covenants, agreements or conditions of this Lease on the part of Lessee to be kept and performed, and said default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee (unless such default cannot be reasonably cured within thirty (30) days and Lessee shall have commenced to cure said default within said thirty (30) days and continues diligently to pursue the curing of the same); or

C. Any proceedings in bankruptcy, insolvency or reorganization shall be instituted against Lessee, and such proceeding is not stayed within 45 days of its commencement, pursuant to any federal or state law, or any receiver or trustee shall be appointed for all or any portion of Lessee’s business or property, or any final, non-appealable execution or attachment in excess of $500,000 shall issue against Lessee or Lessee’s business or property or against the leasehold estate created under this Lease or Lessee shall be adjudged a bankrupt or insolvent, or Lessee shall make an assignment for the benefit of creditors, or Lessee shall file a voluntary petition in bankruptcy or petitions for (or enters into) an arrangement for reorganization, composition or any other arrangement with Lessee’s creditors under any federal or state law; or

D. The leasehold estate hereby created shall be taken on execution or by other process of law;

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then, and in any of said cases, Lessor, at Lessor’s option, may terminate this Lease and reenter upon the Premises and take possession thereof with full right to sue for and collect all sums or amounts with respect to which Lessee may then be in default and accrued up to the time of such entry, including damages to Lessor by reason of any breach or default on the part of Lessee, or Lessor may, if Lessor elects so to do, bring suit for the collection of such rents and damages without entering into possession of the Premises or voiding this Lease.

In addition to, but not in limitation of, any of the remedies set forth in this Lease or given to Lessor by law or in equity, Lessor shall also have the right and option, in the event of any default by Lessee under this Lease and the continuance of such default after the period of notice above provided, to retake possession of the Premises from Lessee by summary proceedings or otherwise (and it is agreed that the commencement and prosecution of any action by Lessor in forcible entry and detainer, ejectment or otherwise, or any execution of any judgment or decree obtained in any action to recover possession of the Premises, shall not be construed as an election to terminate this Lease unless Lessor expressly exercises Lessor’s option hereinbefore provided to declare the term hereof ended, whether or not such entry or reentry be had or taken under summary proceedings or otherwise, and shall not be deemed to have absolved or discharged Lessee from any of Lessee’s obligations and liabilities for the remainder of the term of this Lease) and Lessee shall, notwithstanding such entry or reentry, continue to be liable for the payment of the rents and the performance of the other covenants and conditions hereof and shall pay to Lessor all monthly deficits after any such reentry in monthly installments as the amounts of such deficits from time to time are ascertained and if, in the event of any such ouster, Lessor rents or leases the Premises to some other person, firm or corporation (whether for a term greater than, less than or equal to the unexpired portion of the term created hereunder) for an aggregate rent during the portion of such new lease coextensive with the term hereby created which is less than the rent Lessee would pay hereunder for such period, Lessor may immediately, upon the making of such new lease or the creation of such new tenancy, sue for and recover the difference between the aggregate rental provided for in said new lease or the portion of the term thereof coextensive with the term created hereunder and the rent which Lessee would pay hereunder for such period, together with any expenses to which Lessor may be put for brokerage commission, placing the Premises in tenantable condition or otherwise. If such new lease or tenancy is made for a shorter term than the balance of the term of this Lease, any such action brought by Lessor to collect the deficit for that period shall not bar Lessor from thereafter suing for any loss accruing during the balance of the unexpired term of this Lease.

In addition to all other sums due and owing from Lessee to Lessor, as the result of Lessee’s default in any term or condition set forth in this Lease, Lessee shall be responsible for and shall pay to Lessor all of Lessor’s costs and expenses, including actual attorneys’ fees, incurred by Lessor in enforcing Lessee’s obligations pursuant to this Lease. However, Lessor acknowledges that Lessor has a duty to mitigate Lessor’s damages in the event of a default by Lessee.

21. Quiet Enjoyment. Lessor agrees that if the rent aforesaid shall be paid as hereinabove provided and Lessee shall keep and perform the covenants of this Lease on the part of Lessee to be kept and performed, Lessee shall peaceably and quietly hold, occupy and enjoy the Premises during the term hereof, without hindrance or molestation by Lessor or any person or persons lawfully claiming under Lessor.

22. Lessor’s Remedies; Cumulative, etc. Each right, power and remedy of Lessor provided for in this Lease shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessor of any one or more of the rights, powers or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Lessor of any or all other such rights, powers or remedies.

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23. Waiver. Any assent, express or implied, by Lessor to any breach of any agreement or condition herein contained, or any waiver, express or implied, by Lessor of any such agreement or condition herein contained shall operate as such only in specific instances, and shall not be construed as an assent or waiver of any such agreement or condition generally or of any subsequent breach thereof.

24. Signs. Lessee shall have the right at all times during the term of this Lease, at Lessee’s sole expense, to erect, install, operate and maintain identifying signs on the Premises provided that, upon the removal of said signs, the Premises are restored to at least as good a condition as existed prior to their installation.

25. Hazardous Substances. Lessee shall not cause or permit any hazardous substances to be used, stored, generated or disposed of on, in or about the Premises by Lessee, Lessee’s agents, employees, contractors or invitees; provided, however, that Lessee may keep and use small quantities of hazardous substances as are necessary in the ordinary course of Lessee’s business, and further provided that Lessee shall handle, store, use and dispose of any such hazardous substance in accordance with applicable Federal, State and local laws and regulations, and in a manner which shall not cause contamination to the Premises.

Lessee shall indemnify and hold Lessor harmless from any liability, claim, demand, order or injury (including reasonable attorney, consultant and expert fees), arising from Lessee’s, or Lessee’s agents’, employees’, contractors’ or invitees’ handling, storage, disposal or release of any hazardous substance in, under or about the Premises, including, without limitation, the cost of any required or necessary repair, cleanup, remediation or detoxification of the Premises.

The foregoing covenants and indemnification shall survive the expiration of the term of this Lease.

The foregoing covenants and indemnification are cumulative to any rights or remedies which Lessor or Lessee may have at law or in equity, and shall not operate to limit such rights or remedies.

As used herein, “hazardous substance” means any substance that is toxic, ignitable, reactive or corrosive, and whose storage, handling, disposal or transport is regulated by Federal, State or local statute, rule, regulation or ordinance, and shall include any material or substance that is defined as “hazardous waste,” “extremely hazardous waste” or a “hazardous substance” pursuant to Federal, State or local statute, rule, regulation or ordinance, including, but not limited to, asbestos, polychlorinated biphenyls (“PCBs”) and petroleum. In no event shall Tenant be liable or responsible for any environmental conditions or hazardous substances existing prior to the date of this Lease

26. Holding Over. If Lessee remains in possession of the Premises after the expiration of the term, or after termination of this Lease, and without the execution of a new Lease, Lessee shall be deemed to be occupying the Premises as a lessee from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as they are applicable to a month-to-month tenancy. The inclusion of this paragraph or acceptance by Lessor of any rent after the expiration of the term or termination of this Lease shall not constitute permission for Lessee to hold over. Lessee expressly waives any requirement for Lessor to give Lessee any notice to quit the Premises, whether at the end of the term or during any hold-over period.

27. Eminent Domain. In case the Premises, or any part thereof, shall be taken by right of eminent domain, or by other authority of law, after execution hereof, and before expiration of said term, this Lease and said term shall terminate at the election of the Lessee; and if the Lessee shall not so elect, then in case of such taking, a just proportion of rent hereinbefore reserved, according to nature and extent of injuries sustained by the Premises, shall be abated until the Premises, or whatever may remain thereof, shall have been put in proper condition for use and occupancy. In case of any such taking, the total damages arising therefrom shall be recovered by Lessor, Lessee hereby assigning all rights in or to such damages to Lessor, and the net amount recoverable and recovered therefor shall be apportioned between Lessor and Lessee in such proportions as shall be reasonably determined by Lessor. It is the intention of the parties, in regard to distribution of damages or indemnity for taking by public authority, to appoint Lessor as the person to whom such damages or indemnity are to be paid, and to provide that such sums shall be distributed in the manner herein provided for.

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28. Subordination. This Lease and all rights of Lessee hereunder shall be subject and subordinate to the lien of any and all mortgages on the underlying financing of the Lessor which affect the Premises or any part thereof and to any and all renewals, modifications or extensions of any such mortgages. Conditioned on Lessee first receiving from any lien holder of the Premises an executed Subordination, Non-Disturbance and Attornment Agreement in form and content reasonably acceptable to Lessee(“SNDA”),Lessee shall on demand execute, acknowledge and deliver to Lessor without expense to Lessor any and all instruments that may be necessary or proper to subordinate this Lease and all rights therein to the lien of any such mortgage or mortgages and each renewal, modification or extension and if Lessee shall fail at any time to execute, acknowledge and deliver any such subordination instrument, Lessor, in addition to any other remedies available and consequence thereof, may execute, acknowledge and deliver the same as Lessee’s attorney-in-fact and in Lessee’s name. Lessee hereby irrevocably makes, constitutes and appoints Lessor, Lessor’s successors and assigns, as Lessee’s attorney-in-fact for that purpose.

29. Notices. Any notice or other communication required by or permitted to be given in connection with this Lease shall be in writing, and shall be delivered in person or sent first class mail, certified or registered mail, return receipt requested, postage prepaid, to the respective parties at the addresses set forth below, or at such other address as may be specified from time to time in writing delivered by the other party:

Lessor:

J.J.C. Valley Properties, LLC

Attn: Jeffrey E. Corcoran

N100 Craftsmen Drive

Greenville, WI 54942

With a copy to: Metzler, Timm, Treleven & Hermes, S.C.

Attn: David J. Timm

222 Cherry Street

Green Bay, WI 54301-4223

Lessee:

ISI Controls, Ltd.

12903 Delivery Drive

San Antonio, Texas 78247

With a copy to: D. Hull Youngblood, Jr.

K&L Gates

111 Congress Avenue

Suite 900

Austin, Texas 78701

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30. Construction of Lease. This Lease shall be construed in accordance with the laws of the State of Wisconsin, and shall further be construed without regard to any presumption or rule requiring construction against the party causing the Lease to be drafted.

31. Recordation of Memorandum of Lease. Neither Lessor nor Lessee shall record this Lease. However, either party may record a Memorandum of Lease, providing notice of Lessee’s interests described herein for the entire Lease term, including extensions. Said Memorandum of Lease shall not contain any specific information about the Lease rental payment amounts.

32. Entire Lease. This Lease evidences the entire agreement between the parties hereto with respect to the matters provided for herein and there are no agreements, representations or warranties with respect to any matters provided for herein other than those set forth herein.

33. Severability. The parties agree that, if any provision of this Lease shall, under any circumstances, be deemed invalid or inoperative, this Lease shall be construed with the invalid or inoperative provision deleted and the rights and obligations of the parties shall be construed and enforced accordingly.

34. Amendment and Modification. The parties hereto may amend, modify or supplement this Lease in such manner as may be mutually agreed upon by them in writing.

35. Binding Effect. This Lease shall be binding upon and inure to the benefit of the parties, their respective heirs, successors, personal representatives and assigns.

36. Arbitration. Except for matters related to the Lessee’s obligation to timely pay rent, when due and any related action to terminate Lessee’s tenancy and evict Lessee from the Premises; disputes arising under this Lease or in any way relating to the relationship of Lessee and Lessor as contemplated in this Lease, shall be resolved through binding arbitration located in Appleton, Outagamie County, Wisconsin. Arbitration shall be initiated by either party providing to the other party written notice of a request for arbitration which such notice shall include facts of sufficient detail in order to apprise the other party of the nature of the alleged dispute. Each party shall appoint one (1) representative and said representatives shall, thereafter, mutually agree upon and select one (1) person who shall serve as the parties’ arbitrator hereunder (the “Arbitrator”). If the parties’ representatives are unable to agree, as determined in the sole discretion of Lessor’s representative, as to the appointment of the Arbitrator, then the Arbitrator shall be selected by Lessor’s representative with notice of said selection being delivered to Lessee in writing; provided, however, that the Arbitrator selected solely by Lessor’s representative must be a former Wisconsin Circuit Court judge. The initiating party’s representative shall be identified in the initiating party’s initial notice. The other party’s representative shall be named, in writing, by delivery of a notice to the initiating party within five (5) days of said party’s receipt of the initial arbitration notice. Each of parties’ representatives shall be members in good standing of the Wisconsin State Bar Association and who shall have expertise in commercial disputes and/or business transactions. The parties’ representatives shall select the Arbitrator who shall also be a member in good standing of the Wisconsin State Bar Association and who shall also have expertise in commercial disputes and/or business transactions. If either Lessee or Lessor fails to timely appoint their representative, then the other party’s timely appointed member may select the Arbitrator. The Arbitrator shall provide a written decision stating his findings based on the facts of any dispute and the applicable law. Except as specifically set forth herein, all matters relating to the arbitration proceedings contemplated in this Lease, shall be governed by and be conducted in accordance with Chapter 788 of the Wisconsin Statutes, as may be amended from time to time. The decision of the Arbitrator shall be conclusively binding on the parties hereto.

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The terms of this Section 36, with respect to arbitration, are self executing. If any party refuses or neglects to appear at or participate in any arbitration proceeding conducted pursuant to the terms and conditions of this Lease, after reasonable notice, the Arbitrator shall proceed ex parte to decide the matter in accordance with the evidence as presented by the participating party. All hearings conducted by the Arbitrator shall be conducted within forty-five (45) days of the date of appointment of the Arbitrator and all discovery deadlines and other time sensitive matters shall be scheduled consistent therewith. Not later than seven (7) days prior to any arbitration hearing, including, but not limited to, a final hearing, the parties shall deliver to one another and to the Arbitrator, a written list of the names of all witnesses and a specific written summary of the testimony expected to be provided by each witness. In addition, each party shall provide to the other party copies of all documents intended to be presented at said hearings within said seven (7) day time period. No witness or document shall be allowed to testify at or shall be allowed presented at said hearings which has not been disclosed to the other party and to the Arbitrator as required in the preceding sentences.

In any arbitration proceeding conducted pursuant to the terms and conditions of this Lease, the prevailing party, as determined by the Arbitrator, shall be entitled to recover from the non-prevailing party, in addition to such other relief as may have been provided by the Arbitrator, the prevailing party’s reasonable attorneys’ fees and costs incurred in connection with the arbitration proceeding. If neither party is determined by the Arbitrator to have prevailed on all issues, then the Arbitrator shall be entitled to, but shall not be obligated to, assess costs and reasonable attorneys’ fees, against the parties the Arbitrator deems appropriate. Under all circumstances, the costs and expenses of the Arbitrator shall be split equally between Lessee and Lessor.

IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date first written above.

LESSOR:		LESSEE:
J.J.C. VALLEY PROPERTIES, LLC		ISI Controls, Ltd.
		By: Metroplex Control Systems, Inc
		Its: Sole General Partner

By: ______________________________		By:______________________________
Jeffrey E. Corcoran, Member		Sam Youngblood
		Its: CEO

By: ______________________________
Janell D. Corcoran, Member

THIS INSTRUMENT WAS DRAFTED BY:

Attorney David J. Timm

Metzler, Timm, Treleven & Hermes, S.C.

222 Cherry Street

Green Bay, WI 54301-4223

(920) 435-9393

[Signature Page to JJC/ISI Lease Agreement]

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EXHIBIT K

La Salle Subordination Agreement

(specimen)

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LASALLE BANK NATIONAL ASSOCIATION

ISI CONTROLS, LTD.,

A Texas limited partnership

JEFFREY CORCORAN

AND

JANELL CORCORAN

SUBORDINATION AGREEMENT

This SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of January 31, 2008, among ISI CONTROLS, LTD., a Texas limited partnership (“Borrower”), JEFFREY CORCORAN AND JANELL CORCORAN (collectively referred to herein as “Subordinated Lender”) and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“Senior Lender”).

RECITALS

A. ISI Security Group, Inc., a Delaware corporation, formerly known as ISI Detention Contracting Group, Inc., a Delaware Corporation (the parent corporation of Borrower and referred to herein as “ISI”) and Senior Lender have entered into an Amended and Restated Loan and Security Agreement dated January 23, 2008 (as the same hereafter may be amended, restated, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), subject to the terms and conditions of which the Senior Lender has agreed to make, and has made, loans and other financial accommodations to ISI.

B. Borrower has entered into an Amended and Restated Continuing Unconditional Guaranty with Senior Lender dated January 23, 2008, through which Borrower has provided Senior Lender with an unconditional, unlimited guaranty of all of the loans and other financial accommodations that have been granted and will be granted in the future by Senior Lender to ISI.

C. Borrower is indebted to Subordinated Lender pursuant to the terms and conditions of that certain Subordinated Promissory Note of even date herewith, in the original principal amount of $3,515,000.00, made by Borrower in favor of Subordinated Lender (as the same hereafter may be amended, restated, supplemented or otherwise modified from time to time, the “Subordinated Note”), which Subordinated Note has been issued pursuant to the terms of that certain Unit Purchase Agreement effective January 31, 2008 among ISI, the Subordinated Lender and certain other parties (as the same hereafter may be amended, restated, supplemented or otherwise modified from time to time the “Subordinated Unit Purchase Agreement”).

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D. One of the conditions precedent to Senior Lender’s obligations under the Senior Loan Agreement is that this Subordination Agreement shall have been executed and delivered.

NOW THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.

RECITALS AND DEFINITIONS

1.1 Recitals. The Recitals set forth above are acknowledged by the parties hereto to be true and correct and are incorporated herein by this reference.

1.2 Definitions. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Senior Loan Agreement. As used herein, the following terms shall have the following meanings:

“Collateral” shall mean all real or personal property described in all security agreements, pledge agreements, mortgages, deeds of trust, assignments, or other instruments now or hereafter executed by ISI, Borrower, or any other Obligor.

“Impairment Default” shall mean any of the Events of Default set forth at Sections 15.7, 15.8 or 15.12 of the Senior Loan Agreement, or any Default or Event of Default caused by a fraudulent breach of a provision of the Senior Loan Agreement or any Other Agreement resulting in a material impairment of the Senior Lender’s Collateral.

“Lien” shall mean any mortgage, deed of trust, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract.

“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, entity, party or foreign or United States government (whether federal, state, county, city, municipal or otherwise), including, without limitation, any instrumentality, division, agency, body or department thereof.

“Proceeding” shall mean any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors or other proceeding for the liquidation, dissolution or other winding up of Borrower or its properties (including, without limitation, any such proceeding under the Bankruptcy Code).

“Senior Collection Action” shall mean any judicial or non-judicial proceeding initiated by Senior Lender to collect the Senior Indebtedness, to foreclose the Senior Liens or otherwise to enforce the rights of Senior Lender under the Senior Loan Agreement and the other Senior Instruments or applicable law with respect to the Senior Indebtedness.

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“Senior Indebtedness” shall mean all liabilities, indebtedness and obligations, regardless of the principal amount outstanding, owed to Senior Lender under the Senior Instruments, whether now due or hereafter arising, direct or indirect, absolute or contingent, joint and several or several, secured or unsecured, together with all accrued and unpaid interest thereon, including all interest which accrues during the pendency of any Proceeding, whether or not allowed in such Proceeding. The Senior Indebtedness shall specifically include the two new credit facilities recently approved by Lender for a $12,000,000.00 revolving credit line and a $4,250,000.00 acquisition line.

“Senior Instruments” shall mean the Senior Loan Agreement, and all notes now or hereafter evidencing the Senior Indebtedness, all guaranties of the Senior Indebtedness, all documents and instruments securing the repayment of the Senior Indebtedness and all other documents or instruments executed and delivered to Senior Lender evidencing or pertaining to the Senior Indebtedness as any of the same may be modified, extended, supplemented, amended and/or restated from time to time.

“Senior Liens” shall mean all Liens granted to Senior Lender by ISI or by any Guarantor (including but not limited to Borrower) to secure the Senior Indebtedness.

“Senior Payment Default” shall mean a failure to pay when due, declared due, or properly demanded by Senior Lender, any of the Senior Indebtedness.

“Subordinated Collection Action” shall mean (i) any acceleration of the Subordinated Indebtedness, (ii) to file or initiate, or to join with other Persons in filing or initiating, a Proceeding against Borrower or (iii) any judicial proceeding or other action initiated or taken by Subordinated Lender, or by Subordinated Lender in concert with other Persons, against Borrower or any other Person who is liable for the repayment of the Senior Indebtedness to collect the Subordinated Indebtedness or otherwise to enforce the rights of Subordinated Lender under the Subordinated Instruments or applicable law with respect to the Subordinated Indebtedness against the Borrower or any Person who is liable for the repayment of the Senior Indebtedness. The term “Subordinated Collection Action” shall not include any legal proceeding or other Proceeding initiated by Subordinate Lender to enforce the terms of any guaranty of the Subordinated Indebtedness by Argyle Security Inc., a Delaware corporation.

“Subordinated Default” shall mean a default in the payment of the Subordinated Indebtedness or any other occurrence permitting Subordinated Lender to accelerate the payment of all or any portion of the Subordinated Indebtedness.

“Subordinated Default Notice” shall mean a written notice from Subordinated Lender to Borrower of the occurrence of a Subordinated Default. “Subordinated Indebtedness” shall mean all of the Indebtedness of Borrower to Subordinated Lender under the Subordinated Instruments and all other amounts now or hereafter owed by any Borrower to Subordinated Lender.

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“Subordinated Indebtedness” shall mean all of the Indebtedness of Borrower to Subordinated Lender under the Subordinated Instruments and all other amounts now or hereafter owed by any Borrower to Subordinated Lender.

“Subordinated Instruments” shall mean the Subordinated Note, the Unit Purchase Agreement, and all other documents and instruments executed and delivered by Borrower to Subordinated Lender evidencing or pertaining to the Subordinated Indebtedness.

SECTION 2.

SUBORDINATION OF THE SUBORDINATED

INDEBTEDNESS TO SENIOR INDEBTEDNESS

2.1 Debt Subordination. Upon the terms and conditions contained in this Agreement, the payment of any and all of the Subordinated Indebtedness hereby expressly is subordinated to the prior indefeasible payment in full in cash of the Senior Indebtedness. Subordinated Lender does hereby subordinate any and all liens and security interests, whether now existing or hereafter created and whether perfected or unperfected, in and to any of Borrower’s assets securing the Subordinated Indebtedness all of which are, and shall at all times remain junior and subordinate to any liens and security interests, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Senior Indebtedness. Notwithstanding the date, manner or order of perfection of the security interests and liens granted to the Senior Lender or Subordinated Lender, and notwithstanding any provisions of the Uniform Commercial Code of any state or any applicable law or decision or any provisions of the Subordinated Documents, and irrespective of whether the Senior Lender or the Subordinated Lender holds possession of all or any part of the Collateral, the Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior security interest in or lien upon all Collateral, whether real or personal and whether now owned or hereafter acquired, of the Borrower. The Subordinated Lender hereby agrees that it will not contest the validity, perfection, priority or enforceability of the Senior Lender’s liens and security interests in the Collateral. All proceeds of Collateral shall be first paid to the Senior Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are paid in full in cash and all commitments under the Senior Loan Agreement are terminated. Any payments on Collateral received by the Subordinated Lender shall be subject to the provisions of Section 2.5 of this Agreement. Subordinated Lender agrees not to acquire, by subrogation, contract or otherwise, any lien, security interest or other right, title or interest in any of the assets of Borrower (including, but not limited to, any which may arise with respect to taxes, assessments or other governmental charges) which is or may be prior in right to, or pari passu with, the liens and security interests held by Senior Lender.

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2.2 Lien Subordination. Subordinated Lender does hereby subordinate any and all Liens, whether now existing or hereafter created and whether perfected or unperfected, in and to any assets securing the Subordinated Indebtedness all of which are, and shall at all times remain junior and subordinate to any Liens, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Senior Indebtedness. Notwithstanding the date, manner or order of perfection of the Liens granted to the Senior Lender or Subordinated Lender, and notwithstanding any provisions of the Uniform Commercial Code of any state or any applicable law or decision or any provisions of the Subordinated Instruments, and irrespective of whether the Senior Lender or the Subordinated Lender holds possession of all or any part of the Collateral, the Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior Lien upon all Collateral, whether real or personal and whether now owned or hereafter acquired, of ISI, Borrower, and all of their Subsidiaries. The Subordinated Lender hereby agrees that it will not contest the validity, perfection, priority or enforceability of the Senior Lender’s Liens in the Collateral. All proceeds of Collateral shall be first paid to the Senior Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are paid in full in cash and all commitments under the Senior Instruments are terminated. Any payments or Collateral received by the Subordinated Lender shall be subject to the provisions of Section 2.5 of this Agreement. Subordinated Lender agrees not to acquire, by subrogation, contract or otherwise, any Lien, security interest or other right, title or interest in any of the assets of ISI or any of its Subsidiaries (including, but not limited to, any which may arise with respect to taxes, assessments or other governmental charges) which is or may be prior in right to, or pari passu with, the Liens held by Senior Lender.

2.3 Restrictions on Payments. Notwithstanding any provision of the Subordinated Instruments to the contrary and in addition to any other limitations set forth herein or therein, except as expressly permitted under this Section 2.3, no payment of principal, interest, fees or any other amount due with respect to the Subordinated Indebtedness shall be made, and Subordinated Lender shall not exercise any right of setoff or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is paid in full in cash. Prior to the date the Senior Indebtedness is paid in full in cash, Borrower may only make and Subordinated Lender may only receive the payments described on Exhibit A to the Subordinated Indebtedness; provided, however, that Borrower will not be permitted to make and Subordinated Lender shall not accept such payments if, at the time of such payment there exists, (w) a Senior Payment Default, (x) an Impairment Default and with respect to such Impairment Default, Senior Lender has given Subordinated Lender written notice (an “Impairment Default Notice”) of the existence of an Impairment Default, (y) there exists any Event of Default other than a Senior Payment Default or an Impairment Default (collectively, a “Non-Payment Default”) and with respect to such Event of Default Senior Lender has given to Subordinated Lender written notice (a “Default Notice”) of such Non-Payment Default; or (z) the payment would result in an Event of Default under the Senior Loan Agreement, including without limitation, a violation of any of the financial covenants contained therein. No payment shall be made or received during the period (the “Payment Blockage Period”) commencing on the date the date such payment is prohibited as provided above and ending on the date on which the Event of Default giving rise to the Payment Blockage Period is cured or waived by Senior Lender in writing. Following the expiration of any Payment Blockage Period, or the cure or waiver of any Senior Payment Default or Impairment Default, Borrower may pay and Subordinated Lender may receive any payments which were not made as a result of the foregoing so long as such payment would not result in an Event of Default under the Senior Loan Agreement.

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2.4 Proceedings. In the event of any Proceeding (a) all Senior Indebtedness first shall be paid in full in cash before any payment of or with respect to the Subordinated Indebtedness shall be made; (b) any payment which, but for the terms hereof, otherwise would be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to Senior Lender (to be held and/or applied by Senior Lender in accordance with the terms of the Senior Loan Agreement) until all Senior Indebtedness is paid in full, and Subordinated Lender irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and deliveries and further irrevocably authorizes and empowers Senior Lender to demand, sue for, collect and receive every such payment or distribution; (c) Subordinated Lender agrees to execute and deliver to Senior Lender or its representative all such further instruments requested by Senior Lender confirming the authorization referred to in the foregoing clause (b); (d) Subordinated Lender agrees (i) not to waive, discharge, release or compromise any claim of Subordinated Lender in respect of the Subordinated Indebtedness without the prior written consent of Senior Lender; and (ii) to take all actions as Senior Lender reasonably may request in order to enable Senior Lender to enforce all claims upon or in respect of the Subordinated Indebtedness; (e) Subordinated Lender expressly consents to the granting by Borrower to Senior Lender of first priority liens on Borrower’s property in connection with any financing provided by Senior Lender to Borrower after the commencement of such Proceeding; and (f) Subordinated Lender agrees to timely execute, verify, deliver and file any proofs of claim in respect of the Subordinated Indebtedness in connection with any such Proceeding and agrees to vote such proofs of claim in any such Proceeding in a manner which is consistent with the terms of this Agreement; provided, however, that Subordinated Lender will not vote in a manner which provides for less than full payment of the Senior Indebtedness or which is otherwise inconsistent with this Agreement.

2.5 Incorrect Payment. If any payment not permitted under this Agreement is received by Subordinated Lender on account of the Subordinated Indebtedness before all Senior Indebtedness is paid in full in cash, such payment shall be held in trust by Subordinated Lender for the benefit of Senior Lender and shall be paid over to Senior Lender, or its designated representative, for application (in accordance with the Senior Loan Agreement) to the payment of the Senior Indebtedness then remaining unpaid, until all of the Senior Indebtedness is paid in full in cash. Except for any payment made by Subordinated Lender to Senior Lender pursuant to this Section 2.5, Subordinated Lender has no other payment obligation, duty or commitment with respect to the Senior Indebtedness.

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2.6 Sale, Transfer. Subordinated Lender shall not sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness unless, prior to the consummation of any such action, the transferee thereof executes and delivers to Senior Lender an agreement substantially identical to this Agreement, providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Senior Lender arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of Subordinated Lender, as provided in Section 10 below.

2.7 Legends. Until the Senior Indebtedness is paid in full in cash, each of the Subordinated Instruments at all times shall contain in a conspicuous manner a legend stating substantially as follows:

“The obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) created as of January 31, 2008, among, without limitation, Jeffrey Corcoran and Janell Corcoran (“Subordinated Lender”), ISI Controls, Ltd., a Texas limited partnership and LaSalle Bank National Association, a national banking association (“Senior Lender”) to the obligations (including interest) owed by ISI Security Group, Inc., a Delaware corporation to the holders of all of the notes issued pursuant to that certain Amended and Restated Loan and Security Agreement dated as of January 23, 2008, between ISI Security Group, Inc. and Senior Lender, as such Agreement may be supplemented, modified, restated or amended from time to time; and each holder hereof, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.”

2.8 Restriction on Action by Subordinated Lender.

(A) Until the Senior Indebtedness is paid in full in cash and notwithstanding anything contained in the Subordinated Instruments or the Senior Loan Agreement to the contrary, Subordinated Lender shall not agree to any amendment or modification of, or supplement to, the Subordinated Instruments as in effect on the date hereof, the effect of which is to (i) increase the rate of interest on or fees payable in respect of the Subordinated Indebtedness, (ii) accelerate the date of any regularly scheduled interest or principal payment on the Subordinated Indebtedness, (iii) shorten the final maturity date of the Subordinated Indebtedness, (iv) increase the principal amount of the Subordinated Indebtedness or (v) make the covenants and events of default contained in the Subordinated Instruments materially more restrictive.

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(B) Until the Senior Indebtedness is paid in full in cash, Subordinated Lender shall not take any Subordinated Collection Action during any Payment Blockage Period. If Subordinated Lender has commenced and is continuing to pursue any Subordinated Collection Action when a Payment Blockage Period is instituted, Subordinated Lender shall stay or cease any further Subordinated Collection Action until the Payment Blockage Period terminates. Subordinate Lender may pursue enforcement of the terms of any guaranty of the Subordinated Indebtedness by Argyle Security, Inc. even during a Payment Blockage Period.

(C) Until the Senior Indebtedness is paid in full, in cash, the Subordinated Lender agrees and confirms that the Subordinated Lender shall not take any action, judicial or otherwise, to repossess, dispose of, foreclose, realize upon, or otherwise exercise any rights the Subordinated Lender may have with respect to any Collateral securing the Subordinated Indebtedness or otherwise enforce any Lien securing the Subordinated Indebtedness, or any other rights or remedies with respect to any Collateral securing the Subordinated Indebtedness.

(D) Notwithstanding the provisions of the foregoing clause (B), (i) Subordinated Lender may participate in any Proceeding not initiated by or at the request of Subordinated Lender or any other Persons acting in concert with Subordinated Lender and (ii) in the event the Senior Indebtedness is accelerated, Subordinated Lender may accelerate the Subordinated Indebtedness. If Senior Lender subsequently rescinds such acceleration, then all Subordinated Collection Actions shall likewise be rescinded or terminated, without prejudice to the rights of Subordinated Lender.

(E) The Subordinated Lender agrees that, notwithstanding anything to the contrary contained in the Subordinated Documents to which it is a party (including, without limitation, any so-called “integration” provisions contained therein), until the full and final payment in cash of the Senior Indebtedness, whether now or hereafter incurred or owed by the Borrower, nothing contained in the Subordinated Documents to which it is a party shall: (i) restrict or prohibit the Borrower or any Obligor from taking any action (including, without limitation, the incurrence of any lien or indebtedness, the making of any dividend, distribution, payment or investment, the sale, transfer or other disposition of any assets, or the consolidation or merger of any such Person) if such action is not so restricted or prohibited pursuant to the terms of the Senior Indebtedness; (ii) require the Borrower or any Obligor to take any action, cause the occurrence of any event, or cause to be obtained any condition or state of affairs if such action is not required to be taken, such event is not required to occur, or such condition or state of affairs is not required to be obtained pursuant to the terms of the Senior Indebtedness; (iii) prohibit or limit the existence of any condition or state of affairs or the occurrence of any event if such condition, state of affairs or event is not so prohibited or limited pursuant to the terms of the Senior Indebtedness; or (iv) result in any condition, event or state of affairs constituting a default or event of default under the Subordinated Indebtedness if such event or state of affairs does not constitute a default or Event of Default pursuant to the terms of the Senior Indebtedness. Subordinated Lender agrees that in the event Senior Lender forecloses or realizes upon or enforces any of its rights with respect to the collateral subject to Subordinated Indebtedness, or Borrower sells any such collateral or property in a transaction consented to by Senior Lender, Subordinated Lender shall, upon demand, execute such terminations, partial releases and other documents as Senior Lender requests in its reasonable discretion to release Subordinated Lender’s lien, if any, upon such property.

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2.9 Subrogation. Subject to the payment in full in cash of all Senior Indebtedness, Subordinated Lender shall be subrogated to the rights of Senior Lender to receive payments or distributions of assets of Borrower applicable to the Senior Indebtedness until the principal of, and interest and premium, if any, on, and all other amounts payable in respect of the Subordinated Indebtedness shall be paid in full. For purposes of such subrogation, no payment or distribution to Senior Lender under the provisions hereof to which Subordinated Lender would have been entitled but for the provisions of this Agreement, and no payment pursuant to the provisions of this Agreement to Senior Lender by Subordinated Lender, as among Borrower and its creditors other than Senior Lender, shall be deemed to be a payment by Borrower to or on account of the Senior Indebtedness.

2.10 Waivers. All of the Senior Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement. Subordinated Lender expressly waives all notice of the acceptance by Senior Lender of the subordination and other provisions of this Agreement and agrees that Senior Lender has made no warranties or representations with respect to the legality, validity, enforceability, collectability or perfection of the Senior Indebtedness or any liens or security interests held in connection therewith. Subordinated Lender waives any notice of advances under the Senior Indebtedness or the creation of new or additional indebtedness under the Senior Instruments, it being understood that Lender may make advances under the Senior Instruments without notice to or authorization of Subordinated Lender, in reliance upon the subordination provisions contained herein. The Subordinated Lender agrees that Senior Lender shall be entitled to manage and supervise its loans in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights that Subordinated Lender may now or hereafter have in or to any assets. Senior Lender shall have no liability to Subordinated Lender as a result of any and all lawful actions, which do not violate any express provision of this Agreement, which Senior Lender takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interests, actions with respect to the occurrence of any Default under the Senior Loan Agreement, actions with respect to the foreclosure upon, sale, release or failure to realize upon, any collateral, and actions with respect to the collection of any claim for all or any part of the Senior Indebtedness from any account debtor or any other party), regardless of whether any such actions or omissions may affect Senior Lender’s rights to a deficiency or Subordinated Lender’s rights of subrogation or reimbursement. Senior Lender may, from time to time, enter into agreements and settlements with Borrower as they may determine, including, without limitation, any substitution of collateral, any release of any lien or security interest and any release of Borrower. Subordinated Lender waives any and all rights it may have to require Senior Lender to marshal assets. Subordinated Lender agrees that in the event Senior Lender forecloses or realizes upon or enforces any of its rights with respect. to the collateral subject to Senior Liens, or Borrower sells any such collateral or property in a transaction consented to by Senior Lender, Subordinated Lender shall, upon demand, execute such terminations, partial releases and other documents as Senior Lender requests in its reasonable discretion to release Subordinated Lender’s lien, if any, upon such property.

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SECTION 3.

CONTINUED EFFECTIVENESS OF THIS AGREEMENT

The terms of this Agreement, the subordination effected hereby, and the rights and the obligations of Subordinated Lender and Senior Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by (a) any amendment or modification of or supplement to the Senior Loan Agreement or any of the other Senior Instruments or any of the Subordinated Instruments, and Subordinated Lender hereby irrevocably consents to and waives any claim it may have as a result of any such amendment, modification or supplement of the Senior Loan Agreement or the other Senior Instruments; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Indebtedness or the Subordinated Indebtedness or any of the instruments or documents referred to in clause (a) above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Subordinated Lender even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder.

SECTION 4.

REPRESENTATIONS AND WARRANTIES

Subordinated Lender hereby represents and warrants to Senior Lender as follows:

4.1 Existence and Power. Subordinated Lender is duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite power and authority to own its property and to carry on its business as now conducted and as proposed to be conducted.

4.2 Authority. Subordinated Lender has full power and authority to enter into, execute, deliver and carry out the terms of this Agreement and to incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary action and are not prohibited by the organizational instruments of Subordinated Lender.

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4.3 Binding Agreements. This Agreement, when executed and delivered, will constitute the valid and legally binding obligation of Subordinated Lender enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

4.4 No Conflicts. Subordinated Lender is the current owner and holder of the Subordinated Indebtedness free and clear of any Liens. No provisions of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Subordinated Lender or affecting the property of Subordinated Lender conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of the terms of this Agreement. No pending or, to the best of Subordinated Lender’s knowledge, threatened, litigation, arbitration or other proceedings if adversely determined would in any way prevent the performance by Subordinated Lender of the terms of this Agreement.

SECTION 5.

CUMULATIVE RIGHTS, NO WAIVERS

Each and every right, remedy and power granted to Senior Lender hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted herein, in the Senior Loan Agreement and the other Senior Instruments or in the Subordinated instruments or now or hereafter existing in equity, at law, by virtue of statute or otherwise, and may be exercised by Senior Lender, from time to time, concurrently or independently and as often and in such order as Senior Lender may deem expedient. Any failure or delay on the part of Senior Lender in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect Senior Lender’s right thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power, and no such failure, delay, abandonment or single or partial exercise of Senior Lender’s rights hereunder shall be deemed to establish a custom or course of dealing or performance among the parties hereto.

SECTION 6.

MODIFICATION

Any modification, termination or waiver of any provision of this Agreement, or any consent to any departure by Subordinated Lender therefrom, shall not be effective in any event unless the same is in writing and signed by Senior Lender and Subordinated Lender and then such modification, termination, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on Subordinated Lender in any event not specifically required of Senior Lender hereunder shall not entitle Subordinated Lender to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

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SECTION 7.

ADDITIONAL DOCUMENTS AND ACTIONS

Subordinated Lender at any time, and from time to time, after the execution and delivery of this Agreement, upon the reasonable request of Senior Lender, promptly will execute and deliver such further documents and do such further acts and things as Senior Lender reasonably may request in order to affect fully the purposes of this Agreement.

SECTION 8.

NOTICES

All notices under this Agreement shall be in writing and shall be (a) delivered in person, (b) sent by telecopy or (c) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or by overnight express courier, addressed as follows:

To Borrower:	ISI Controls, Ltd.,
	A Texas limited partnership
	12903 Delivery
	San Antonio, TX 78247
	ATTN: Samuel C. Youngblood

With a copy to:	K&L Gates
	111 Congress Avenue
	Suite 900
	Austin, TX 78701
	ATTN: Hull Youngblood

To Subordinated Lender:	c/o Corcoran Glass & Paint, Inc.
	N100 Craftsmen Drive
	Greenville, WI 54942
	Facsimile: (920) 757-9902
	Attn: Jeffrey E. Corcoran

To Senior Lender:	LaSalle Bank National Association
	Republic Plaza
	370 17th Street, Suite 3590
	Denver, CO 80202
	ATTN: Nate Palmer

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With a copy to:	Sherman & Howard L.L.C.
	63317th Street
	Suite 3000
	Denver, CO 80203
	ATTN: Alan M. Keeffe

or to any other address or telecopy number, as to any of the parties hereto, as such party shall designate in a notice to the other parties hereto. All notices sent pursuant to the terms of this Section 8 shall be deemed received (a) if personally delivered, then on the Business Day of delivery, (b) if sent by telecopy, on the next Business Day, (c) if sent by registered or certified mail, on the earlier of the seventh (7th) Business Day following the day sent or when actually received or (d) if sent by overnight, express courier, on the second Business Day immediately following the day sent. Any notice by telecopy shall be followed by delivery of a copy of such notice on the next Business Day by overnight, express courier or by personal delivery.

SECTION 9.

SEVERABILITY

In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, all of which shall remain in full force and effect; and the affected term or provision shall be modified to the minimum extent permitted by law so as to achieve most fully the intention of this agreement.

SECTION 10.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Senior Lender, Borrower and Subordinated Lender.

SECTION 11.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall be one and the same instrument.

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SECTION 12.

DEFINES RIGHTS OF CREDITORS

The provisions of this Agreement are solely for the purpose of defining the relative rights of Subordinated Lender and Senior Lender and shall not be deemed to create any rights or priorities in favor of any other Person, including, without limitation, Borrower. This Agreement or any part hereof shall not be deemed the creation of a security interest for the benefit of any party hereto in the Subordinated Indebtedness.

SECTION 13.

CONFLICT

In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Subordinated Instruments, the Senior Loan Agreement or the other Senior Instruments, the provisions of this Agreement shall control and govern. For purposes of this Section 13, to the extent that any provisions of any of the Subordinated Instruments provide rights, remedies and benefits to Senior Lender that exceed the rights, remedies and benefits provided to Senior Lender under this Agreement, such provisions of the applicable Subordinated Instruments shall be deemed to supplement (and not to conflict with) the provisions hereof.

SECTION 14.

STATEMENTS OF INDEBTEDNESS

Upon demand by Senior Lender, Subordinated Lender will furnish to Senior Lender a statement of the indebtedness owing from Borrower to Subordinated Lender. Senior Lender may rely without further investigation upon such statements.

SECTION 15.

HEADINGS

The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

SECTION 16.

TERMINATION

This Agreement shall terminate upon the indefeasible payment in full in cash of the Senior Indebtedness.

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SECTION 17.

DEFAULT NOTICES

Subordinated Lender shall provide Senior Lender with a copy of each Subordinated Default Notice concurrently with the sending thereof to Borrower and promptly shall notify Senior Lender in the event the Subordinated Default which is the subject of such Subordinated Default Notice is cured or waived.

SECTION 18.

NO CONTEST OF LIENS

Subordinated Lender agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Liens in the Collateral granted to Senior Lender pursuant to the Senior Loan Agreement and the other Senior Instruments. Notwithstanding the date, manner or order of perfection of the security interests and liens granted to Senior Lender and Subordinated Lender, and notwithstanding any provisions of the Uniform Commercial Code, or any applicable law or decision or whether Senior Lender or Subordinated Lender holds possession of all or any part of the collateral security for the repayment of the Senior Indebtedness or the Subordinated Indebtedness, as between Senior Lender and Subordinated Lender, Senior Lender shall have a first (and prior in right and time to Subordinated Lender) interest in all the Collateral and proceeds thereof, including insurance proceeds relating thereto, and products thereof. The provisions of this Agreement shall apply regardless of any invalidity, unenforceability or lack of perfection of the Senior Liens.

SECTION 19.

GOVERNING LAW

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED AS TO VALIDITY, INTERPRETATION, CONSTRUCTION, EFFECT AND IN ALL OTHER RESPECTS BY THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. FOR PURPOSES OF THIS SECTION 19, THIS AGREEMENT SHALL BE DEEMED TO BE PERFORMED AND MADE IN THE STATE OF ILLINOIS.

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SECTION 20.

JURISDICTION AND VENUE

SUBORDINATED LENDER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY SUBORDINATED LENDER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THE SENIOR INSTRUMENTS SHALL BE LITIGATED IN EITHER THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, OR IF SENIOR LENDER INITIATES SUCH ACTION, IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH SENIOR LENDER SHALL INITIATE OR TO WHICH SENIOR LENDER SHALL REMOVE SUCH ACTION, TO THE EXTENT SUCH COURT HAS JURISDICTION. SUBORDINATED LENDER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY SENIOR LENDER IN OR REMOVED BY SENIOR LENDER TO ANY OF SUCH COURTS. SUBORDINATED LENDER WAIVES ANY CLAIM THAT EITHER THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. TO THE EXTENT PROVIDED BY LAW, SHOULD SUBORDINATED LENDER, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF, SUBORDINATED LENDER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST SUBORDINATED LENDER AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE. OF FORUM FOR SUBORDINATED LENDER SET FORTH IN THIS SECTION 20 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY SENIOR LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING BY SENIOR LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND SUBORDINATED LENDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

SECTION 21.

WAIVER OF RIGHT TO JURY TRIAL

SENIOR LENDER AND SUBORDINATED LENDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND THEREFORE, SENIOR LENDER AND SUBORDINATED LENDER AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

SECTION 22.

TIME OF ESSENCE

Time for the performance of Subordinated Lender’s obligations under this Agreement is of the essence.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

BORROWER:

ISI Controls, Ltd.
By: Metroplex Control Systems, Inc.
Its: Sole General Partner


By:
Name: Sam Youngblood
Title: CEO



SUBORDINATED LENDER:




Jeffrey E. Corcoran




Janell D. Corcoran



SENIOR LENDER:

LASALLE BANK NATIONAL ASSOCIATION,
a national banking association
By:
Name:
Title:

[Signature Page to Com-Tec Subordination Agreement]

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THE SELLER REPRESENTATIVE:

/s/ Jeffrey E. Corcoran
Jeffrey E. Corcoran


The Company is executing this Agreement for the purpose of Article II.

Com-Tec Security, LLC

By:	/s/ Jeffrey E. Corcoran
	Jeffrey E. Corcoran, Manager

“PURCHASER”
ISI Controls, Ltd.
By: Metroplex Control Systems, Inc.
Its: Sole General Partner

By:	/s/ Sam Youngblood
Name:	Sam Youngblood
Title:	CEO

If to the Company:	ISI Controls, Ltd.
	12903 Delivery Drive
	San Antonio, TX 78247
	Facsimile: (210) 495-5613
	Attention: Sam Youngblood

	with a copy to:

	K&L Gates
	111 Congress Avenue, Suite 900
	Austin, Texas 78701
	Facsimile: (512) 482-6859
	Attention: D. Hull Youngblood, Jr.

If to the Restricted Parties:	c/o Corcoran Glass & Paint, Inc.
	N100 Craftsmen Drive
	Greenville, WI 54942
	Facsimile: (920) 757-9902
	Attn: Jeffrey E. Corcoran

	with a copy to:

	Metzler, Timm, Treleven & Hermes, S.C.
	222 Cherry Street
	Green Bay, WI 54301-4223
	Facsimile: (920)435-8866
	Attn: David J. Timm

Company

ISI Controls, Ltd

By: Metroplex Controls Systems, Inc.
Its: Sole General Partner


By:
	Sam Youngblood, CEO


Restricted Parties:



Jeffery E. Corcoran



Janell D. Corcoran

	COM-TEC SECURITY, LLC

	By:
			Jeffrey E. Corcoran
			Seller Representative

	DEBTOR:
	ISI Controls, Ltd.
	By: Metroplex Control Systems, Inc.
	Its: Sole General Partner


	By:

	Sam Youngblood, CEO

	Dated: January 31, 2008

	Address:
	12903 Delivery Drive
	San Antonio, Texas 78247