Home Security International Inc Sample Contracts

Home Security International Inc – REFINANCING AGREEMENT (April 14th, 2000)

Exhibit 10.1 FAI HOME SECURITY PTY LIMITED (ACN 050 064 214) FAI INSURANCES LIMITED (ACN 004 304 545) _________________________________ REFINANCING AGREEMENT _________________________________ ATANASKOVIC HARTNELL -------------------- Lawyers - Corporate, Finance & Taxation Level 10 Atanaskovic Hartnell House 75-85 Elizabeth Street Sydney NSW Australia 2000 REFINANCING AGREEMENT AGREEMENT dated between 1. FAI HOME SECURITY PTY LIMITED (ACN 050

Home Security International Inc – Share Sale Agreement (April 14th, 2000)

Exhibit 2.1 Share Sale Agreement Date: 31 March 2000 FAI Home Security Pty Ltd Vendor FAI Insurances Limited Purchaser AGREEMENT dated 31 March 2000 BETWEEN FAI HOME SECURITY PTY LIMITED, ACN 050 064 214 of Level 7, 77 Pacific Highway, North Sydney NSW 2060 ("Vendor") AND FAI INSURANCES LIMITED, ACN 004 304 545 of 333 Kent Street, Sydney NSW 2000 ("Purchaser") RECITALS A. The Vendor has agreed to sell and the Purchaser has agreed that the Transferee will purchase the Sale Shares with effect from the Effective Date on the terms and conditions of this Agreement. THE PARTIES AGREE: 1. DEFINITIONS In this Agreement: "Business Day" mean

Home Security International Inc – GUARANTEE AND INDEMNITY (April 14th, 2000)

Exhibit 10.2 NESS SECURITY PRODUCTS PTY LIMITED (ACN 069 984 372) FAI INSURANCES LIMITED (ACN 004 304 545) ___________________________________ GUARANTEE AND INDEMNITY ___________________________________ ATANASKOVIC HARTNELL --------------------------------------- LAWYERS - CORPORATE, FINANCE & TAXATION Level 10 Atanaskovic Hartnell House 75-85 Elizabeth Street Sydney NSW Australia 2000 GUARANTEE AND INDEMNITY DEED POLL dated BY NESS SECURITY PRODUCTS PTY LIMITED (ACN

Home Security International Inc – (THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE (February 14th, 2000)

EXHIBIT D --------- AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES EXERCISABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN APPLICABLE EXEMPTION THEREFROM, UPON THE OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. HOME SECURITY INTERNATIONAL, INC. Warrant to Purchase Common Stock -------------------------------- This Warrant Certificate certifies that INTERNA

Home Security International Inc – (THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE (February 14th, 2000)

EXHIBIT D --------- AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES EXERCISABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN APPLICABLE EXEMPTION THEREFROM, UPON THE OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. HOME SECURITY INTERNATIONAL, INC. Warrant to Purchase Common Stock -------------------------------- This Warrant Certificate certifies that INTERNA

Home Security International Inc – AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS (November 8th, 1999)

EXHIBIT 43 ---------- AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES EXERCISABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN APPLICABLE EXEMPTION THEREFROM, UPON THE OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. HOME SECURITY INTERNATIONAL, INC. Warrant to Purchase Common Stock -------------------------------- This Warrant Certificate certifies that INTERNA

Home Security International Inc – 1997 DIRECTORS' STOCK OPTION PLAN (September 28th, 1999)

Exhibit 10.2 AMENDED AND RESTATED HOME SECURITY INTERNATIONAL, INC. 1997 DIRECTORS' STOCK OPTION PLAN 1. Purpose of the 1997 Directors' Stock Option Plan: ------------------------------------------------ This Stock Option Plan ("the Plan") is designed to enable Home Security International, Inc., a Delaware corporation (the "Company") and it subsidiaries to attract, retain, and motivate the members of its Board of Directors who are non-employee directors ("Directors") by providing for or increasing the proprietary interest of such individuals in the Company, and by more closely aligning their interests with those of the Company's shareholders. 2. Eligibility: ----------- The persons who shall be eligible to receive Options shall be Directors of the Company (the "Eligible Directors") who are not full-time employe

Home Security International Inc – 1997 EMPLOYEES' STOCK OPTION PLAN (September 28th, 1999)

Exhibit 10.1 AMENDED AND RESTATED HOME SECURITY INTERNATIONAL, INC. 1997 EMPLOYEES' STOCK OPTION PLAN 1. Purpose of the 1997 Employees' Stock Option Plan ------------------------------------------------ The purpose of the Plan is to enable the Company to attract, retain and motivate its employees by providing for or increasing the proprietary interests of such employees in the Company through increased stock ownership. The Plan provides for Options which either (i) qualify as incentive stock Options ("Incentive Options") within the meaning of that term in Section 422 of the Internal Revenue Code of 1986, as amended, or (ii) do not so qualify under Section 422 of the Code ("Nonstatutory Options") (collectively "Options"). Any Option granted under this Plan will be clearly identified at the time of grant as to whether it is

Home Security International Inc – NON-COMPETITION AGREEMENT (June 17th, 1999)

EXHIBIT 10.4 NON-COMPETITION AGREEMENT DATED: 1999 BETWEEN: NAZARENO CIRCOSTA AND HOME SECURITY INTERNATIONAL, INC DIBBS CROWTHER & OSBORNE Solicitors 50 Carrington Street SYDNEY NSW 2000 DX 101 SYDNEY Tel: (612) 9290 8200 Fax: (612) 9290 2964 Ref: JEC/JPL:990332 NON-COMPETITION AGREEMENT THIS AGREEMENT dated day of 1999 BETWEEN: NAZARENO CIRCOSTA of 61b Windermere Avenue Northmead, New South Wales (in

Home Security International Inc – EMPLOYMENT AGREEMENT (June 17th, 1999)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT DATED: 1999 BETWEEN NESS SECURITY PRODUCTS PTY LIMITED ACN 069 984 372 AND NAZARENO CIRCOSTA AND HOME SECURITY INTERNATIONAL INC DIBBS CROWTHER & OSBORNE Solicitors 50 Carrington Street SYDNEY NSW 2000 DX 101 SYDNEY Tel: (02)9290-8200 Fax: (02)9290-2964 Ref: JEC/JPL:960762 -i-

Home Security International Inc – SHARE BUY-BACK AGREEMENT (June 17th, 1999)

EXHIBIT 10.5 SHARE BUY-BACK AGREEMENT NESS SECURITY PRODUCTS PTY LIMITED ACN 069 984 372 CIRCOSTA PTY LIMITED ACN 071 135 709 Kevin Munro & Associates Solicitors Level 6, Kelco House 364 Kent Street SYDNEY NSW 2000 Telephone: 9290 3838 Facsimile: 9290 3737 INDEX CLAUSE NUMBER CONTENTS 1. Definitions and Interpretation 2. Buy-Back 3. Condition Precedent 4.

Home Security International Inc – AGREEMENT (June 17th, 1999)

EXHIBIT 10.3 AGREEMENT DATED: 1999 BETWEEN: NAZARENO CIRCOSTA AND: NESS SECURITY PRODUCTS PTY LIMITED DIBBS CROWTHER & OSBORNE Solicitors 50 Carrington Street SYDNEY NSW 2000 DX 101 SYDNEY Tel: 9290 8200 Fax: 9290 2964 Ref: JEC/JPL:990332 AGREEMENT THIS AGREEMENT dated 1999 BETWEEN: NAZARENO CIRCOSTA of 61b Windermere Avenue Northmead New South Wales (in his personal capacity and as agent for Relev

Home Security International Inc – SHARE BUY BACK AGREEMENT (June 17th, 1999)

EXHIBIT 10.1 SHARE BUY BACK AGREEMENT NESS SECURITY PRODUCTS PTY LIMITED ACN 069 984 372 INTEGRATED INTERNATIONAL HOME SECURITY LIMITED Kevin Munro & Associates Solicitors Level 6, Kelco House 364 Kent Street SYDNEY NSW 2000 Telephone: 9290 3838 Facsimile: 9290 3737 INDEX CLAUSE NUMBER CONTENTS 1. Definitions and Interpretation 2. Buy-Back 3. Condition Precedent 4.

Home Security International Inc – REGISTRATION RIGHTS AGREEMENT (February 9th, 1999)

Exhibit 10.22 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of February 7, 1999 by and between Home Security International, Inc., a Delaware corporation (the "Company"), FAI Home Security Holdings Pty Ltd., a corporation organized under the laws of Australia (the "Stockholder") and FAI Insurance Ltd., a corporation organized under the laws of Australia ("FAI"). Each of the Company, Stockholder or FAI may be referred to herein as a "Party," or collectively as the "Parties. RECITALS: WHEREAS, Stockholder holds 2,150,000 shares of Common Stock of the Company (the "Shares") representing 38.7% of the total shares outstanding, which Shares are beneficially owned by FAI, the immediate parent of Stockholder. WHEREAS, on December 31, 1997 the Company entered into a Share Sale Agreem

Home Security International Inc – AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS (November 16th, 1998)

Exhibit 10.22 AT THE TIME OF THIS WARRANT CERTIFICATE, NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES EXERCISABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN APPLICABLE EXEMPTION THEREFROM, UPON THE OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. HOME SECURITY INTERNATIONAL, INC. Warrant to Purchase Common Stock -------------------------------- This Warrant Certificate certifies that INTERNATIONAL HOME SECURITY INVESTMENTS LIMITED, a British Virgin Islands company ("Holder"), is the registered holder of 360,000 warrants (the "War

Home Security International Inc – SECURED PROMISSORY NOTE (November 16th, 1998)

Exhibit 10.23 U.S. $9,098,000.00 September 30, 1998 SECURED PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, HOME SECURITY INTERNATIONAL, INC., a Delaware corporation (together with its successors and permitted assigns, "Borrower"), promises to pay to the order of Integral Investments Limited, a British Virgin Islands corporation (together with its successors and permitted assigns, "Holder"), c/o Alliance Investments S.A.M., Le Panorama Bloc AB, 57 Rue Grimaldi, MC 98000 Monaco, ATTN: Mr. Paul Brown, or at such other place as Holder may from time to time designate in writing, the principal sum of NINE MILLION NINETY EIGHT THOUSAND AND NO/100 DOLLARS ($9,098,000.00), in lawful money of the United States, or such lesser amount of may be payable due to offsets, if any, as provided for herein. This Note is being issued by Holder pursuant to the terms of that certain Stock Purchase Agreement (the "Purch

Home Security International Inc – STOCK PURCHASE AGREEMENT (July 20th, 1998)

Exhibit 10.21 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of July 17, 1998, between International Home Security Investments Limited, a British Virgin Islands corporation ("Seller ") the sole stockholder of Integrated International Home Security Limited, a British Virgin Islands corporation (the "Company"), and Home Security International, Inc., a Delaware corporation ("Purchaser"). R E C I T A L S A. Seller owns all of the outstanding shares of capital stock ("Shares") of the Company. The Company is the holder of 781,666 shares of capital stock (each a "Ness Share") of Ness Security Products Pty Ltd., an entity incorporated under the laws of Australia ("Ness"). B. Purchaser desires to purchase all the outstanding Shares from Seller and Seller desires to sell such Shares to Purchaser, on the terms and subject to the conditions c

Home Security International Inc – CONSULTANCY ENGAGEMENT AGREEMENT (February 17th, 1998)

HOME SECURITY INTERNATIONAL INC. SPEAKEASY PTY LIMITED BRADLEY DAVID COOPER CONSULTANCY ENGAGEMENT AGREEMENT Kevin Munro & Associates Solicitors Level 6, Kelco House 364 Kent Street SYDNEY NSW 2000 Telephone: 9290.3838 Facsimile: 9290.3737 TABLE OF CONTENTS 1. DEFINITIONS 2. APPOINTMENT 3. CONSULTANT'S DUTIES 4. THE CONSULTANT'S FEE 5. OPTIONS 6. BONUS 7. EMPLOYEE'S LEAVE 8. PERFORMANCE OF CONSULTANT'S DUTIES 9. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 10. ASSIGNMENT OF INTELLECTUAL PROPERTY 11. TERMINATION 12. EARLY TERMINATION 13. WHAT HAPPENS AFTER TERMINATION OF CONSUL

Home Security International Inc – SHARE SALE AGREEMENT (January 15th, 1998)

Exhibit 10.1 FAI INSURANCES LIMITED (ACN 004 304 545) FAI HOME SECURITY PTY LIMITED (ACN 050 064 214) SHARE SALE AGREEMENT relating to shares in FAI Finance Corporation Pty Limited (ACN 053 262 561) MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 SYDNEY Telephone (02) 9210 4444 Facsimile (02) 9235 2711 MAP: 10664498 TABLE OF CONTENTS

Home Security International Inc – SHAREHOLDERS AGREEMENT (January 15th, 1998)

EXHIBIT 10.2 FAI INSURANCES LIMITED FAI HOME SECURITY PTY LIMITED SHAREHOLDERS AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 SYDNEY Telephone (02) 9210 4444 Facsimile (02) 9235 2711 Reference MAP 10664498 TABLE OF CONTENTS 1. DEFINITIONS 1 2. OBJECTIVES 3 2.1 Objectives

Home Security International Inc – 1997 DIRECTORS' STOCK OPTION PLAN (November 14th, 1997)

Exhibit 10.2 HOME SECURITY INTERNATIONAL, INC. 1997 DIRECTORS' STOCK OPTION PLAN 1. Purpose of the 1997 Directors' Stock Option Plan: ------------------------------------------------ This Stock Option Plan ("the Plan") is designed to enable Home Security International, Inc., a Delaware corporation (the "Company") and it subsidiaries to attract, retain, and motivate the members of its Board of Directors who are non-employee directors ("Directors") by providing for or increasing the proprietary interest of such individuals in the Company, and by more closely aligning their interests with those of the Company's shareholders. 2. Eligibility: ----------- The persons who shall be eligible to receive Options shall be Directors of the Company (the "Eligible Directors") who are not full-time employees of or consultants to the Company. 3. Stock:

Home Security International Inc – 1997 EMPLOYEES' STOCK OPTION PLAN (November 14th, 1997)

Exhibit 10.1 HOME SECURITY INTERNATIONAL, INC. 1997 EMPLOYEES' STOCK OPTION PLAN 1. Purpose of the 1997 Employees' Stock Option Plan ------------------------------------------------ The purpose of the Plan is to enable the Company to attract, retain and motivate its employees by providing for or increasing the proprietary interests of such employees in the Company through increased stock ownership. The Plan provides for Options which either (i) qualify as incentive stock Options ("Incentive Options") within the meaning of that term in Section 422 of the Internal Revenue Code of 1986, as amended, or (ii) do not so qualify under Section 422 of the Code ("Nonstatutory Options") (collectively "Options"). Any Option granted under this Plan will be clearly identified at the time of grant as to whether it is intended to be either an Incentive Option or a

Home Security International Inc – EXECUTIVE SERVICE AGREEMENT (September 29th, 1997)

Exhibit 10.7 HOME SECURITY INTERNATIONAL, INC. ("Company") TERRENCE YOUNGMAN ("Executive") EXECUTIVE SERVICE AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 Sydney Telephone (02) 9210 4444 Facsimile (02) 9235 2711 TABLE OF CONTENTS 1. Definitions.............................................................. 1 2. Appointment and Position................................................. 2 3. Executive's Duties.....

Home Security International Inc – MANUFACTURING AGREEMENT (September 29th, 1997)

Exhibit 10.4 MANUFACTURING AGREEMENT ----------------------- THIS AGREEMENT is made on 1997 BETWEEN NESS SECURITY PRODUCTS PTY LIMITED (A.C.N. 069 984 372) of 4/167 Prospect Highway, Seven Hills ("Ness") AND FAI HOME SECURITY PTY LIMITED (A.C.N. 050 064 214) of Level 7, 77 Pacific Highway, North Sydney ("FAI") AND FAI HOME SECURITY HOLDINGS PTY LIMITED (A.C.N. 003 125 264) of Level 7, 77 Pacific Highway, North Sydney ("FAIH") RECITAL Ness manufactures products known as "SecurityGuard" and "SecurityGuard II". Ness has agreed to supply certain products to FAI and FAI has agreed to purchase certain products on the terms and conditions contained in this Agreement. AGREEMENT 1 DEFINITIONS & INTERPRETATIONS 1.1 Definitions (a) "ACDC" means Australian Commercial Di

Home Security International Inc – EXECUTIVE SERVICE AGREEMENT (September 29th, 1997)

Exhibit 10.10 HOME SECURITY INTERNATIONAL, INC. ("Company") GEOFFREY KNOWLES ("Executive") EXECUTIVE SERVICE AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 Sydney Telephone (02) 9210 4444 Facsimile (02) 9235 2711 TABLE OF CONTENTS 1. Definitions.............................................................. 1 2. Appointment and Position................................................. 2 3. Executive's Duties.....

Home Security International Inc – EXECUTIVE SERVICE AGREEMENT (September 29th, 1997)

EXHIBIT 10.5 HOME SECURITY INTERNATIONAL INC. BRADLEY DAVID COOPER EXECUTIVE SERVICE AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 Sydney Telephone (02) 9210 4444 Facsimile (02) 9235 2711 MAP: TABLE OF CONTENTS 1. DEFINITIONS............................................................ 1 2. APPOINTMENT AND POSITION............................................... 2 3. E

Home Security International Inc – EXECUTIVE SERVICE AGREEMENT (September 29th, 1997)

Exhibit 10.11 HOME SECURITY INTERNATIONAL, INC. ("Company") FELICITY HILBERT ("Executive") EXECUTIVE SERVICE AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 Sydney Telephone (02) 9210 4444 Facsimile (02) 9235 2711 TABLE OF CONTENTS 1. Definitions.............................................................. 1 2. Appointment and Position................................................. 2 3. Executive's Duties............

Home Security International Inc – EXECUTIVE SERVICE AGREEMENT (September 29th, 1997)

Exhibit 10.8 HOME SECURITY INTERNATIONAL, INC. ('Company') DAVID APPLEBY ('Executive') EXECUTIVE SERVICE AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 Sydney Telephone (02) 9210 4444 Facsimile (02) 9235 2711 TABLE OF CONTENTS 1. Definitions..........................................................1 2. Appointment and Position.............................................2 3. Executive's Duties..................................

Home Security International Inc – PROMISSORY NOTE (September 29th, 1997)

Exhibit 10.16 PROMISSORY NOTE Within 12 months after the date of this note, FAI Home Security Holdings Pty Limited (ACN 003 125 264) of Level 12, 185 Macquarie Street, Sydney, promises to pay FAI Home Securities Holdings New Zealand Limited (AK587559) or order the sum of A$283,554.75. Dated the 30 day of June 1997. Signed for FAI Home Security Holdings Pty ) Limited by an authorised officer ) /s/ DAVID APPLEBY --------------------------- Signature of Officer DAVID APPLEBY --------------------------- Name of Officer (print)

Home Security International Inc – PROMISSORY NOTE (September 29th, 1997)

EXHIBIT 10.15 PROMISSORY NOTE --------------- June ___, 1997 Five (5) years from the date of this Note ("Date"), for value received, BRADLEY D. COOPER ("Debtor") promises to pay to the order of HOME SECURITY INTERNATIONAL, INC. ("HSI"), in lawful money of the United States, the Principal Sum. This Note shall bear interest at the rate of 7% per year compounded semi-annually. Interest accrued under this Note shall be due and payable semi-annually commencing on a date 6 months after Date and continuing thereafter on a semi-annual basis until maturity. The principal and interest on this note shall be payable at Level 7, 77 Pacific Highway, North Sydney, N.S.W. 2060, Australia, or at such other place as HSI may otherwise direct in writing. Principal Sum. The term "Principal

Home Security International Inc – 1997 EMPLOYEES' STOCK OPTION PLAN (September 29th, 1997)

Exhibit 10.1 HOME SECURITY INTERNATIONAL, INC. 1997 EMPLOYEES' STOCK OPTION PLAN 1. Purpose of the 1997 Employees' Stock Option Plan The purpose of the Plan is to enable the Company to attract, retain and motivate its employees by providing for or increasing the proprietary interests of such employees in the Company through increased stock ownership. The Plan provides for options which either (i) qualify as incentive stock options ("Incentive Options") within the meaning of that term in Section 422 of the Internal Revenue Code of 1986, as amended, or (ii) do not so qualify under Section 422 of the Code ("Nonstatutory Options") (collectively "Options"). Any Option granted under this Plan will be clearly identified at the time of grant as to whether it is intended to be either an Incentive Option or a Nonstatutory Option. 2. Definitions. The

Home Security International Inc – PROMISSORY NOTE (September 29th, 1997)

Exhibit 10.17 PROMISSORY NOTE Within 30 days after the date of this note. FAI Home Security (ENZED) Limited (AK852342) of Level 15, Coopers & Lybrand Tower, 23-29 Albert Street, Auckland, promises to pay FAI Home Security Holdings New Zealand Limited (AK587559) or order the sum of A$283,554.75. Dated this 30 day of June 1997. Signed for FAI Home Security (ENZED) Limited ) by an authorised officer ) /s/ DAVID APPLEBY ------------------------- Signature of Officer DAVID APPLEBY ------------------------- Name of Officer (print)

Home Security International Inc – 1997 DIRECTORS' STOCK OPTION PLAN (September 29th, 1997)

Exhibit 10.2 HOME SECURITY INTERNATIONAL,INC. 1997 DIRECTORS' STOCK OPTION PLAN 1. Purpose: This Stock Option Plan ("the Plan") is designed to enable Home Security International, Inc., a Delaware corporation (the "Company") and its subsidiaries to attract, retain, and motivate the members of its Board of Directors who are non-employee directors ("Directors") by providing for or increasing the proprietary interest of such individuals in the Company, and by more closely aligning their interests with those of the Company's shareholders. 2. Eligibility: The persons who shall be eligible to receive Options shall be Directors of the Company (the "Eligible Directors") who are not full-time employees of or consultants to the Company. 3. Stock: Subject to the provisions of Section 9 (relating to the adjustment upon changes in stock), there will be res

Home Security International Inc – EXECUTIVE SERVICE AGREEMENT (September 29th, 1997)

Exhibit 10.9 HOME SECURITY INTERNATIONAL, INC. ("Company") MARK WHITAKER ("Executive") EXECUTIVE SERVICE AGREEMENT MINTER ELLISON Lawyers Minter Ellison Building 44 Martin Place SYDNEY NSW 2000 DX 117 Sydney Telephone (02) 9210 4444 Facsimile (02) 9235 2711 TABLE OF CONTENTS 1. Definitions.............................................................. 1 2. Appointment and Position................................................. 2 3. Executive's Duties........

Home Security International Inc – PROMISSORY NOTE (June 25th, 1997)

EXHIBIT 10.10 PROMISSORY NOTE --------------- June ___, 1997 Five (5) years from the date of this Note ("Date"), for value received, BRADLEY D. COOPER ("Debtor") promises to pay to the order of HOME SECURITY INTERNATIONAL, INC. ("HSI"), in lawful money of the United States, the Principal Sum. This Note shall bear interest at the rate of 7% per year compounded semi-annually. Interest accrued under this Note shall be due and payable semi-annually commencing on a date 6 months after Date and continuing thereafter on a semi-annual basis until maturity. The principal and interest on this note shall be payable at Level 7, 77 Pacific Highway, North Sydney, N.S.W. 2060, Australia, or at such other place as HSI may otherwise direct in writing. Principal Sum. The term "Principal