EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made to be effective as of September 15, 2009, by and between COPsync, Inc., a Delaware corporation (the “Company”), and Randy Comer, an individual (“Employee”).

WHEREAS, Employee currently serves as the Vice President of Sales and Marketing of the Company, and the Company desires to continue to have access to the services of Employee, and Employee desires to continue to provide services to the Company, as an employee of the Company, in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:

1.            Employment .  Effective on the Effective Date (as defined in Section 2 ) and subject to the terms and conditions of this Agreement, the Company agrees to employ Employee as the Company’s Vice President of Sales and Marketing, and Employee agrees to perform the duties associated with that position diligently and to the reasonable satisfaction of the Company.  From the Effective Date until termination o f this Agreement, Employee will devote Employee’s full business time, attention and energies to the business of the Company. The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments, trade association or charitable activities, including serving as a board member or committee member to trade associations or charities that do not conflict with the business and affairs of the Company or interfere with Employee's performance of his duties hereunder.  Employee’s principal place of employment will be Canyon Lake, Texas; provided , however , that Employee will travel to the extent reasonably necessary for Employee to perform his duties as Vice president of Sales and Marketing of the Company.  Employee will report to the Chief Executive Officer of the Company.

2.            Term and Termination .  Employee will be employed under this Agreement for an initial term (the “Initial Term”), beginning on the date of this Agreement (the “Effective Date”) and ending on October 12, 2014.  This Agreement will renew for successive one year periods after the completion of the Initial Term, unless either party gives prior written notice to the contrary to the other party no less than 30 days prior to the end of the Initial Term or renewal period, as the case may be.  This Agreement may be sooner terminated by either party in accordance with Section 3 of this Agreement.

3.            Termination Benefits .  If prior to the end of the Initial Term or any renewal period, as the case may be, (i) Employee is terminated by reason of his death or Disability (as defined below), (ii) Employee voluntarily terminates his employment, or (iii) the Company terminates Employee for Cause (as hereinafter defined), all future compensation to which Employee is otherwise entitled and all future benefits for which Employee is eligible will cease and terminate as of the date of termination.  Employee, or his estate in the case of Employee’s death, will be entitled to pro rata base salary through the date of such termination and will be entitled to any individual bonuses or individual incentive compensation not yet paid but due under the Company’s plans, but will not be entitled to any other payments by or on behalf of the Company except for those which may be payable pursuant to the terms of the

Notwithstanding the foregoing provisions of this Section 3, in the event Termination Benefits under this Agreement are subject to Section 409A of the Internal Revenue Code of 1968, as amended (the “Code”), then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” for purposes of such Termination Benefits shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

4.            Compensation for Past Services .  On or about October 12, 2009, the Company will pay employee the following as full compensation for services provided by Employee for the period from April 15, 2009 through the Effective Date: (i) $20,000 in cash and (ii) 551,270 fully vested shares of Restricted Stock, as defined in the Plan.  Employee acknowledges that, as an executive officer of the Company, the shares of Restricted Stock received under this Agreement will be subject to limitations imposed on affiliates of the Company under Rule 144 promulgated under the Securities Act of 1933, as amended.

5.            Compensation .  Beginning on the Effective Date and continuing thereafter during the term of Employee’s employment, the Company will pay Employee a base salary of not less than $220,000 per year, payable biweekly or semi-monthly in accordance with the payroll practices of the Company in effect from time to time.  Such base salary may not be reduced without Employee’s consent and will be subject to review and potential upward adjustment periodically, but at least on an annual basis, in accordance with the compensation policies of the Company in effect from time to time.  During the term of this Agreement, Employee will also be eligible for discretionary incentive bonus payments and other incentives, including stock incentives, as may be determined by the Company’s Board of Directors, to be awarded in accordance with the compensation policies established by the Company from time to time.  From