PRIVILEGED AND CONFIDENTIAL December 28, 2006Privileged And • August 14th, 2007 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • New York
Potomac Key Group, LLC (the “Undersigned”) has requested information concerning CompuDyne Corporation and its subsidiaries (together, the “Company”) in connection with its consideration of a potential acquisition of, or other transaction with, such Company (the “Potential Transaction”). As a condition to the furnishing to the Undersigned and its Representatives (as defined below) of certain information about the Company, the Undersigned agrees to be bound by the terms and conditions of this agreement, and the Undersigned further agrees to inform any Representative to whom Proprietary Information (as defined below) is disclosed pursuant to the terms of this agreement of the contents of this agreement and the confidential nature of the Proprietary Information (as defined below).
