[Logo Omitted] MDI
SECURITY SYSTEMS
December 8, 2005
Mr. Minh Phan
President
Advanced Security Link
1690 Scenic Ave.
Costa Mesa, California 92626
Mr. Minh Phan
Ecomatrix Funding, Inc.
1690 Scenic Ave.
Costa Mesa, California 92626
Dear Minh:
After discussions between us over several months, it
has been agreed that
MDI, Inc. will purchase from Ecomatrix
Funding, Inc. and
Advanced Security Link
certain assets (the "Assets") of Advanced Security Link ("ASL") and take
over
ASL's on-going business.
1. Assets Purchased - The Assets to be purchased will be specifically
identified on mutually agreed to schedules
to be provided to MDI at the Closing.
They will include the following assets used
in the ASL Business:
i. intellectual
property rights;
ii. customer and
supplier agreements;
iii. leases used in the ASL Business (MDI will pay 50% of the costs
of
leasing and operating the ASL offices);
iv. books, records.
manuals; and
v. property and
equipment located at the ASL facility.
MDI is not purchasing:
i. cash or cash
equivalents;
ii. accounts
receivable; and
iii. inventory or raw materials.
MDI is not assuming:
i. any
liabilities, including
accounts payable (except for mutually
agreed on materials
and supplies on order that will be delivered
after the Closing);
ii. any employment,
severance or benefit obligations that exist as of
the Closing Date, unless they are for the period,lanuaiy 1, 2006
forward.
9725 Datapoint Dr. Suite 200 o San Antonio, Texas 78229
o Tel: 210-4477-5400 o Fax: 210-477-5401 o www.mdisecure.com
[LOGO OMITTED]
<PAGE>
Purchase Price
and Payment
The purchase price is 2,000,000 shares of the Common stock of MDI,
Inc.
(the "Shares"). At Closing, the Transfer Agent of MDI will be instructed to
issue a certificate representing 2,000,000
restricted shares.
The Shares to be delivered are not registered with the Securities &
Exchange Commi
