BRIDGE LOAN AGREEMENT

EXECUTION COPY

$8,000,000

BRIDGE LOAN AGREEMENT

by and among

DEVCON SECURITY HOLDINGS, INC.,
DEVCON SECURITY SERVICES CORP.,
COASTAL SECURITY COMPANY,
COASTAL SECURITY
SYSTEMS, INC.
and CENTRAL ONE, INC.
each as a Borrower,

and

CAPITALSOURCE FINANCE LLC,

Dated as of November 10, 2005

TABLE OF CONTENTS

TABLE OF CONTENTS

LIST OF SCHEDULES AND EXHIBITS

BRIDGE LOAN AGREEMENT

     THIS BRIDGE LOAN AGREEMENT (as the same may be amended, restated, modified or supplemented from time to time, this “ Agreement ”) is dated as of November 10, 2005 and is made by and among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“ Holdings ”), DEVCON SECURITY SERVICES CORP., a Delaware corporation (“ Services ”), COASTAL SECURITY COMPANY, a Delaware corporation (“ Coastal ”), COASTAL SECURITY SYSTEMS, INC., a Delaware corporation (“ Systems ”), and Central One, Inc., a Florida corporation (“ Central One ”; together with Holdings, Services, Coastal and Systems each a “ Borrower ” and collectively, the “ Borrowers ”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “ Lender ”).

RECITALS

     WHEREAS, the Lender, for itself and as Agent (as hereinafter defined), and the other Lenders (as defined therein) from time to time party to the Credit Agreement (as hereinafter defined) have provided a credit facility to the Borrowers pursuant to the Credit Agreement; and

     WHEREAS, the Borrowers have requested the Lender and the Lender is willing, upon the terms and conditions hereinafter set forth, to provide a $8,000,000 bridge loan facility to be used for (i) the purchase and generation of Alarm Contracts, (ii) Holdings’ acquisition of all of the capital stock of Coastal pursuant to the Coastal Purchase Agreement as of the date hereof, and (iii) for any other lawful purpose not prohibited by this Agreement; and

     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. CERTAIN DEFINITIONS

     1.1 Certain Definitions.

          (a)  Definitions Generally . In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

           Account Control Agreement shall mean a tri-party account control agreement in the form of Exhibit 1.1(A) hereto among a Borrower, the Lender and each Relationship Bank, or such other form as reasonably is acceptable to Lender.

           Adelphia Purchase Agreement shall mean that certain Asset Purchase Agreement dated January 21, 2005, by and among Holdings, certain sellers party thereto, and Adelphia Communications Corporation, a Delaware corporation.

           Business Day shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of Maryland.

           Closing Date shall mean the Business Day on which the Loan shall be made, which shall be on or before November 10, 2006.

           Collateral Assignment of Telephone Numbers shall mean that collateral assignment of telephone lines from Borrowers in substantially the form of Exhibit 1.1(C) hereto.

           Commitment shall mean the Lender’s commitment to make the Loan to the Borrower pursuant to Section 2.1 hereof in an aggregate principal amount up to $8,000,000.

           Commitment Fee shall mean the Bridge Loan Agreement Commitment Fee as described and defined in the Fee Letter.

           Credit Agreement shall mean the Credit Agreement, dated November ___, 2005, among the Borrowers, the Lender, for itself and as Agent, and the other Lenders (as defined therein) from time to time or party thereto, as the same may be amended, restated, modified or supplemented from time to time.

           Default shall mean any event or condition which with notice, passage of time or a determination by the Lender, or any combination of the foregoing, would constitute an Event of Default.

           Effective Date shall have the meaning given to such term in Section 6.1 hereof.

           Event of Default shall mean any of the events described in Section 8.1 hereof and referred to therein as an “ Event of Default .”

           Exit Fee shall mean the Exit Fee as described and defined in the Fee Letter.

           Fee Letter shall mean that certain Fee Letter, dated the date hereof, among Lender and Borrowers, as amended in writing from time to time.

           Guaranty shall mean that certain Guaranty executed by Parent in favor of Lender substantially in the form of Exhibit 1.1(G) .

           Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree or award of any official body.

           Loan Documents shall mean this Agreement, any Note, any Account Control Agreement, any Lockbox Agreement, the Collateral Assignment of Telephone Numbers, the Guaranty, the Mortgage, Negative Pledge Agreements, the Pledge Agreements, the Security Agreement, any agreements evidencing the assignment of Material Contracts, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be amended, restated, modified or supplemented from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.

           Loan shall have the meaning given to such term in Section 2.1 hereof.

           Lockbox Agreement shall mean a tri-party lockbox agreement in the form of Exhibit 1.1(L) hereto among a Borrower, the Lender and a Lockbox Bank or such other form as is acceptable to Lender.

           Maturity Date shall mean March 10, 2006.

           Mortgage shall mean each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, collateral assignments of leases or other real estate security documents delivered by any Borrower to Lender, from time to time, with respect to any real estate owned or leased by Borrowers, all in form and substance reasonably satisfactory to Lender.

           Negative Pledge Agreement shall mean, collectively, the following: (i) the Negative Pledge Agreement executed by Antigua Masonry Products, Ltd. in favor of Lender, in substantially the form of Exhibit 1.1(N)(1) ; and (ii) the Negative Pledge Agreement executed by Bahamas Construction & Development Limited in favor of Lender, in substantially the form of Exhibit 1.1(N)(2) .

           Note shall mean any bridge loan note of the Borrowers issued pursuant to Section 2.4 hereof evidencing the Loan together with all amendments, restatements, extensions, renewals, replacements, refinancings or refunds thereof in whole or in part.

           Notice of Advance shall have the meaning assigned to such term in Section 2.1 hereof.

           notices shall have the meaning assigned to that term in Section 9.5 hereof.

           Obligations shall mean all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by any Borrower to the Lender and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under this Agreement or any of the other Loan Documents. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Borrower in bankruptcy, whether or not allowed in such case or proceeding), the Commitment Fee, the Exit Fee, other Fees, hedging obligations under swaps, caps and collar arrangements provided by Lender, expenses, in-house and external attorneys’ fees and any other sum chargeable to any Borrower under this Agreement, or any of the other Loan Documents.

           Parent shall mean Devcon International Corp., a Florida corporation.

           Pledge Agreements shall mean, collectively, the following:

          (i) the Pledge Agreement executed by the Borrowers in favor of the Lender, pledging all Stock of Services and any other Subsidiaries of any Borrowers, and all Intercompany Notes, if any, owing to or held by any of them, in substantially the form of Exhibit 1.1.P(1) ; and

          (ii) the Pledge Agreement executed by Parent in favor of the Lender, pledging all Stock of Holdings, in substantially the form of Exhibit 1.1(P)(2) ; and

          (iii) the Pledge Agreement executed by Parent in favor of the Lender, pledging all Stock of Antigua Masonry Products, Ltd., in substantially he form of Exhibit 1.1(P)(3) ; and

          (iv) the Pledge Agreement executed by Parent in favor of Lender, pledging all of the Stock in Bahamas Construction & Development Limited, in substantially the form of Exhibit 1.1(P)(4) ; and

          (v) any other pledge agreement entered into after the Closing Date by any other Person (as required by this Agreement or any other Loan Document).

           Post Closing Agreement shall have the meaning given to such term in Section 7.1 .

           Prime Rate shall mean for any day, a floating rate equal to the rate publicly quoted from time to time by The Wall Street Journal as the “ prime rate ” (or, if The Wall Street Journal ceases quoting a prime rate, the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled “ Selected Interest Rates ” as the Bank prime loan rate or its equivalent). Each change in any interest rate provided for in this Agreement based upon the Prime Rate shall take effect at the time of such change in the Prime Rate.

           Security Agreement shall mean the Security Agreement entered into by and among the Lender and each Borrower in substantially the form of Exhibit 1.1(S) .

          (b)  Credit Agreement Definitions . Subject to Section 1.1(c) hereof, in addition to words and terms defined in this Section 1.1 and elsewhere in this Agreement, the following words and terms defined in the Credit Agreement are incorporated herein by reference: “ Affiliate ,” “ Agent ,” “ Alarm Contracts ,” “ Collateral ,” “ Default Rate ,” “ Dollars ,” “ $ ,” “ Fee Letter ,” “ Fees ,” “ GAAP ,” “ Guaranty Obligation ,” “ Indebtedness ,” “ Intercompany Notes ,” Lien ,” “ Lockbox Bank ,” “ Material Adverse Effect ,” “ Material Contract ,” “ Parent ,” “ Permitted Acquisition ,” “ Person ,” “ Relationship Bank ,” “ Stock ” and “ Subsidiary ”.

          (c)  Override of Certain Credit Agreement Definitions . For purposes of incorporation by reference into this Agreement of provisions in the Credit Agreement pursuant to Article 7, Article 8 or otherwise under this Agreement, the following terms used in the Credit Agreement shall have the following meanings:

               (i)  Corresponding Terms — Different Names . The terms “ Lenders ,” “ Required Lenders ” and “ Agent ” in the Credit Agreement shall each refer to the “ Lender ” which is party to this Agreement; and

               (ii)  Corresponding Terms — Same Names . The terms used in the Credit Agreement which are otherwise defined herein, including without limitation, “ Account Control Agreement ,” “ Agreement ,” “ Business Day ,” “ Commitment ,” “ Commitments ,” “ Default ,”

“ Event of Default ,” “ Loan ,” “ Loans ,” “ Loan Documents ,” “ Lockbox Agreement ,” “ Maturity Date ,” “ Note ,” “ Notes ,” “ Notice of Advance ,” “ Obligations ,” “ Pledge Agreements ,” “ Post Closing Agreement ” and “ Security Agreement ,” shall have the meanings given to such terms in this Agreement.

     1.2 Construction.

          The section and other headings contained in this Agreement and the Table of Contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified. Unless otherwise expressly stated, the rules of construction set forth in Section 1.1 of the Credit Agreement apply to this Agreement as if fully set forth herein.

     1.3 Accounting Principles.

          Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with the accounting terms and determinations set forth in Section 1.1 of the Credit Agreement.

2. LOANS

     2.1 Commitment.

          Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, the Lender agrees to make a Loan (the “ Loan ”) to the Borrowers on the Closing Date in such principal amount as the Borrowers shall request, up to but not exceeding the Lender’s Commitment, on notice substantially in the form of Exhibit 2.1 (the “ Notice of Advance ”) by the Borrowers to the Lender given no later than noon (New York time) on the date which is two (2) Business Days prior to the proposed Loan in writing (by telecopy or overnight courier) which Notice of Advance shall include the Lender’s address and the information and attachments required in such Exhibit. The Lender’s Commitment shall automatically terminate on March 10 , 2006.

     2.2 Nature of Lender’s Obligations with Respect to Loan.

          The obligation of the Lender to make the Loan shall never exceed its Commitment. The Commitment is not a revolving credit commitment, and the Borrowers shall not have the right to repay and reborrow under Section 2.1 hereof.

     2.3 Fees.

          (a)  Commitment Fee . The Borrowers agree to pay to the Lender the nonrefundable Commitment Fee, payable on the date of this Agreement.

          (b)  Exit Fee . In addition to the Commitment Fee, the Borrowers agree to pay to the Lender the nonrefundable Exit Fee on the Maturity Date, or in the event the Loan is paid in full or the payment of the Loan is accelerated prior to the Maturity Date, then payment of the Exit Fee shall be due on such earlier date, but only if Borrowers use any of the available funds hereunder.

     2.4 Bridge Loan Note and Principal Payment.

          Sections 2.1(b) and 2.9 of the Credit Agreement is herein incorporated by reference to the same extent and effect as if such Section were set forth in full herein, together with all definitions of defined terms contained therein (except as otherwise provided in Section 1.1 hereof). The principal amount of any Note as provided for therein shall be due and payable on the Maturity Date.

     2.5 Use of Proceeds.

          The proceeds of the Loan shall be used as set forth in the second Recital hereof.

     2.6 Single Loan.

          The Loan to any or both of the Borrowers and all of the other Obligations of the Borrowers arising under this Agreement and the other Loan Documents, shall constitute one general joint and several obligation of Borrowers secured by all of the Collateral until the date on which the Loan has been repaid in full and all other Obligations, other than residual indemnity that survives payment in full of the Loan, and this Agreement and the other Loan Documents have been completely discharged. Without limiting the generality of the foregoing, Section 2.17 of the Credit Agreement shall apply to this Agreement and is hereby incorporated by reference herein to the same extent and effect as if such Section were set forth in full herein, together with all definitions of defined terms contained therein (except as otherwise provided in Section 1.1 hereof).

3. INTEREST RATES

     3.1 Interest Rate.

          The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Loan at the rate per annum equal to the Prime Rate. All computations of interest based on the Prime Rate shall be made by the Lender on the basis of a 365/366-day year, in each case for the actual number of days occurring in the period for which such interest is payable. The Prime Rate is a floating rate determined for each day. Each determination by the Lender of interest rate hereunder shall, absent manifest error, be presumptive evidence of the correctness of such rate. Notwithstanding the foregoing in this Section 3.1 or anything contained in Section 3.2 hereof, Section 2.4(g) of the Credit Agreement shall apply to this Agreement and is hereby incorporated by reference herein to the same extent and effect as if such Section were set forth in full herein, together with all definitions of defined terms contained therein (except as otherwise provided in Section 1.1 hereof).

          3.1.1. Rate Quotations.

               The Borrowers may call the Lender on or before the date on which the Notice of Advance is to be delivered to receive an indication of the Prime Rate then in effect, but it is acknowledged that such indication shall not be binding on the Lender nor affect the rate of interest which thereafter is actually in effect when the Notice of Advance is delivered or the Closing Date occurs.

          3.1.2. Change in Interest Rates.

               If the Prime Rate is increased or reduced with respect to any period for which the Borrowers have already paid interest, the Lender shall recalculate the additional interest due from or to the Borrowers and shall, within fifteen (15) Business Days after the Borrowers notify the Lender of such increase or decrease, give the Borrowers notice of such recalculation.

               3.1.2.1 Any additional interest due from the Borrowers shall be paid to the Lender on the next date on which an interest payment is due; provided , however , that if there is no amount of the Loan outstanding or if the Loan is due and payable, such additional interest shall be paid promptly after receipt of written request for payment from the Lender.

               3.1.2.2 Any interest or refund due to the Borrowers shall be credited against payments otherwise due from the Borrowers on the next interest payment due date or, if the Loan has been repaid and the Lender is no longer committed to lend under this Agreement upon receipt of written request for payment from the Borrowers containing payment instructions.

     3.2 Interest After Default.

          To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived, the rate of interest for the Loan and each other Obligation hereunder if not paid when due shall bear interest at the Default Rate as determined by and payable pursuant to Section 2.4(e) of the Credit Agreement which is, together with all definitions of defined terms contained therein (except as otherwise provided in Section 1.1 hereof), incorporated by reference herein to the same extent and effect as if such Section were set forth in full herein. The Borrower acknowledges that the increase in rates referred to in this Section 3.2 reflects, among other things, the fact that the Loan or other amounts have become a substantially greater risk given their default status and that the Lender is entitled to additional compensation for such risk.

4. PAYMENTS

     4.1 Payments.

          All payments and prepayments to be made in respect of principal, interest, Commitment Fee, Exit Fee, or other fees or amounts due from the Borrowers hereunder shall