EXHIBIT 10.4 GUARANTY

EXHIBIT 10.4

GUARANTY

      THIS GUARANTY (this “Guaranty” ) is made as of November 10, 2005 by DEVCON INTERNATIONAL CORP. , a Florida corporation (“ Guarantor ”), to and for the benefit of CAPITALSOURCE FINANCE LLC , a Delaware limited liability company (“ Lender ”).

      WHEREAS , Devcon Security Holdings, Inc., Devcon Security Services Corp., Coastal Security Company, Coastal Security Systems, Inc. and Central One, Inc. (collectively, “Borrower ”) and Lender have entered into that certain Bridge Loan Agreement dated as of the date hereof (as amended, supplemented or modified from time to time, the “ Loan Agreement ”), pursuant to which Borrower has agreed to borrow from Lender, and Lender has agreed to lend to Borrower, certain amounts pursuant to a bridge loan facility, all in accordance with and subject to the terms and conditions set forth in the Loan Agreement and all of the other agreements, documents, instruments, certificates, reports and financing statements heretofore or hereafter executed or delivered in connection therewith or with the Loan to be made under it, as the same may be amended, supplemented or modified from time to time (collectively referred to herein as the “ Loan Documents ”);

      WHEREAS, Guarantor requested that Lender make the Loan to Borrower pursuant to the terms of, and that Borrower and Lender execute, deliver and perform under, the Loan Agreement and the other Loan Documents;

      WHEREAS, Guarantor is the owner of all of the ownership interests in Devcon Security Holdings, Inc. (“Holdings”) and, pursuant to Lender’s request, has agreed to execute and deliver this Agreement of even date herewith;

      WHEREAS, Lender is willing to execute, deliver and perform under the Loan Agreement and the other Loan Documents and to make the Loan available only upon the condition that Guarantor executes and delivers to Lender this Guaranty and agrees to perform and to comply with its obligations under this Guaranty; and

      WHEREAS, Guarantor acknowledges and confirms that, as the owner of all of the outstanding capital stock of Holdings, (a) it will benefit from the advancement of funds under the Loan to Borrower, (b) the Loan constitutes valuable consideration to Guarantor, (c) this Guaranty is intended to be inducement to Lender to continue to extend credit and the Loan to Borrower, and (d) Lender is relying upon this Guaranty in making and advancing the Loan to Borrower.

      NOW, THEREFORE , in consideration of the foregoing and of the covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and as an inducement for Lender to enter into the Loan Agreement and the other Loan Documents, the Guarantor, intending to be legally bound hereby, agrees as follows:

     1. All capitalized terms in this Guaranty and not defined herein shall have the defined meanings provided in the Loan Agreement. Whenever the context so requires, each reference to gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof” “herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and references to section, article, annex, schedule, exhibit and like references are references to this Guaranty unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Lender. References in this Guaranty to any Person (as defined in the Credit Agreement) shall include such Person and its successors and permitted assigns.

     2. Guarantor unconditionally and absolutely guarantees (i) the due and punctual payment and performance when due of the principal of any Note and the interest thereon and of the Obligations and any and all other monies and amounts due or which may become due on or with respect to any of the foregoing, and the due and punctual performance and observance by Borrower of all of the other terms, covenants, agreements and conditions of the Loan Documents, in any case whether according to the present terms thereof, at any earlier or accelerated date or dates or pursuant to any extension of time or to any change in the terms, covenants, agreements and conditions thereof now or at any time hereafter made or granted, (ii) all liabilities and obligations of Guarantor hereunder, and (iii) all costs, expenses and liabilities (including, without limitation, reasonable attorneys fees and expenses, documentation and diligence fees and legal expenses, and search, audit, recording, professional and filing fees and expenses) that may be incurred or advanced by Lender in any way in connection with the foregoing and/or otherwise required to be paid by Guarantor hereunder (collectively, such items in clauses (i) through (iii) being the “Guaranteed Obligations” ). Guarantor acknowledges that this Guaranty shall be deemed a continuing guaranty of the Guaranteed Obligations under the Loan Documents.

     3. This Guaranty is a guaranty of payment and not a guaranty of collection. If any Guaranteed Obligation is not satisfied when due, whether by acceleration or otherwise, the Guarantor shall forthwith satisfy such Guaranteed Obligation, upon demand, and no such satisfaction shall discharge the obligations of the Guarantor hereunder until all Guaranteed Obligations have been indefeasibly paid in cash and performed and satisfied in full and the Loan Agreement terminated. The liability of Guarantor under this Guaranty shall be primary and direct and not conditional or contingent upon the enforceability of any obligation, the solvency of Borrower or any other Person, any obligation or circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guaranty or the pursuit by Lender of any remedies it may have against Borrower or any other guarantor of the Guaranteed Obligations or any other Person. Without limiting the generality of the foregoing, Lender shall not be required to make any demand on Borrower or any other guarantor of the Guaranteed Obligations or any other Person or to sell at foreclosure or otherwise pursue or exhaust its remedies against any Collateral of Borrower or any other guarantor of the Guaranteed Obligations or any other Person before, simultaneously with or after enforcing its rights and remedies hereunder against Guarantor, and any one or more successive and/or concurrent actions may be brought against Guarantor in the same action brought against Borrower or any other guarantor of the Guaranteed Obligations or any other Person or in separate actions, as often as Lender may deem advisable, in its sole discretion. The obligations of Guarantor hereunder shall

not in any way be affected by any action taken or not taken by Lender, which action or inaction is hereby consented and agreed to by Guarantor, or by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, Lien (as defined in the Credit Agreement) or other security interest or security for any of the Guaranteed Obligations or of the value, genuineness, validity or enforceability of the Collateral or any of the Guaranteed Obligations.

     4. Guarantor hereby represents and warrants to Lender (which representations and warranties shall survive the execution and delivery of this Guaranty and the making of the Loan under the Loan Agreement) as follows:

          (A) Guarantor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida;

          (B) Guarantor (i) has all requisite power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Loan Documents, and (ii) is duly qualified to do business in every jurisdiction in which failure so to qualify could reasonably be expected to have or result in a Material Adverse Effect (as defined in the Credit Agreement).

          (C) Guarantor has all requisite power and authority (i) to execute, deliver and perform this Guaranty and other Loan Documents to which it is a party, and (ii) to consummate the transactions contemplated hereunder and the other Loan Documents to which it is a party, and Guarantor is under no legal restriction, limitation or disability that would prevent it from doing any of the foregoing.

          (D) The execution, delivery and performance by Guarantor of this Guaranty and other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary actions on the part of Guarantor (including any required approval of shareholders or other equity holders, if applicable) (none of which actions have been modified or rescinded, and all of which actions are in full force and effect), and have been duly executed and delivered by Guarantor and constitute the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity);

          (E) The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereby and thereby do not and will not (1) conflict with or violate any provision of any applicable law, statute, rule, regulation, ordinance, license or tariff or any judgment, decree or order of any court or other Governmental Authority (as defined in the Credit Agreement) binding on or applicable to Guarantor or any of its properties or assets; (2) conflict with, result in a breach of, constitute a default of or an event of default under, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, require any consent not obtained under, or result in or require the acceleration of any

indebtedness pursuant to, any indenture, agreement or other instrument to which Guarantor is a party or by which it or any of its properties or assets are bound or subject; (3) conflict with or violate any provision of the certificate of incorporation or formation, by-laws, limited liability company agreement or similar documents of Guarantor or Borrower or any agreement by and between Guarantor and its shareholders or equity owners or among any such shareholders or equity owners; or (4) result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of Guarantor;

          (F) Guarantor is not (1) a party or subject to any judgment, order or decree or any agreement, document or instrument or subject to any restriction, any of which do or would materially and adversely affect or prevent its ability to execute or deliver, perform under, consummate the transactions contemplated by, or observe the covenants and agreements contained in, this Guaranty or other Loan Documents to which it is a party or to pay the Guaranteed Obligations; or (2) in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or by which it or any of its properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period, could reasonably be expected to have or result in a Material Adverse Effect.

          (G) Guarantor and each of its Subsidiaries (as defined in the Credit Agreement) is in compliance with all laws, statutes, rules, regulations, ordinances and tariffs of any Governmental Authority with respect or applicable to it and/or its assets and properties and is not in violation of any order, judgment or decree of any court or other Governmental Authority or arbitration board or tribunal, in each case except where noncompliance or violation could not reasonably be expected to have or result in a Material Adverse Effect, and there is no event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in any noncompliance with, or any violation of, any of the foregoing, in each case except where noncompliance or violation could not reasonably be expected to have or result in a Material Adverse Effect;

          (H) There is no action, suit, proceeding or investigation pending or, to Guarantor’s knowledge, threatened before or by any court, arbitrator or Governmental Authority against or affecting the Guarantor, this Guaranty or other Loan Documents to which Guarantor is a party or the transactions contemplated hereby or thereby, (1) that questions or could prevent the validity of this Guaranty or other Loan Documents to which Guarantor is a party or the right or ability of Guarantor to execute or deliver this Guaranty or such other documents or to consummate the transactions contemplated hereby and thereby; (2) that could reasonably be expected to have or result in, either individually or in the aggregate, any Material Adverse Effect, or (3) that could reasonably be expected to result in any change in the current equity ownership of Guarantor or otherwise in a Change of Control (as defined in the Credit Agreement), nor is Guarantor aware that there is any basis for the foregoing;

          (I) None of the business or properties of Guarantor, any relationship between Guarantor and any other Person, any circumstance in connection with the execution, delivery and performance of this Guaranty, or any of the other Loan Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, requires a consent, approval or authorization of, or filing, registration or qualification which has not been obtained with, any Governmental Authority or any other Person;

          (J) Guarantor is not a party to and has not entered into any agreement, document or instrument that conflicts with this Guaranty or that otherwise relates to the Guaranteed Obligations (other than the Loan Documents to which it is a party);

          (K) The obligations of Guarantor under this Guaranty are not subordinated in any way to any other obligation of Guarantor or to the rights of any other Person;

          (L) Guarantor and its Affiliates (as defined in the Credit Agreement) licensed employees and contractors are in compliance with, have procured and are now in possession of, all material licenses, permits, franchises, certificates and other approvals or authorizations of or required by any applicable federal, state, foreign or local law, statute, ordinance or regulation or Governmental Authority or regulatory authority, including without limitation, for the operation of their respective businesses in each jurisdiction (including foreign jurisdictions) wherein they are now conducting business and/or where the failure to procure such licenses or permits could reasonably be expected to have or result in a Material Adverse Effect and as proposed to be conducted pursuant to this Guaranty; and Guarantor is not in breach of or default under the provisions of any of the foregoing and there is no event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to have or result in a Material Adverse Effect;

          (M) No representation or warranty made by Guarantor in this Guaranty or in any other Loan Document contains any untrue statement of material fact or omits to state any fact necessary to make the statements herein or therein not materially misleading, and there is no fact known to Guarantor which Guarantor has not disclosed to Lender in writing which could reasonably be expected to have or result in a Material Adverse Effect;

          (N) During the five years prior to the date hereof, Guarantor has not conducted business under or used any other name (whether corporate, partnership or assumed); and

          (O) The foregoing representations and warranties are made with the knowledge and intention that Lender is relying and will rely thereon, and such representations and warranties shall survive the execution and delivery of this Guaranty.

     5. Guarantor hereby waives demand, setoff, counterclaim, presentment, protest, notice of dishonor or non-payment, as well as all defenses with respect to any and all instruments, notice of acceptance hereof, notice of the Loan made, credit extended, collateral received or delivered, or any other action taken by Lender in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein, it being the intention hereof that Guarantor shall remain liable as a principal until the full amount

of all Guaranteed Obligations shall have been indefeasibly paid in full in cash and performed and satisfied in full and the Loan Agreement terminated, notwithstanding any act, omission, or anything else which might otherwise operate as a legal or equitable discharge of Guarantor. The pleading of any statute of limitations as a defense to any demand against Guarantor hereunder and under the other Loan Documents is expressly waived by Guarantor.

     6. Guarantor acknowledges and agrees that its obligations as Guarantor shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Borrower or any other guarantor of the Guaranteed Obligations or any other Person or its estate in bankruptcy resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court.

     7. Guarantor acknowledges and agrees that Lender shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor hereunder to deal in any manner with the Guaranteed Obligations and any security or guaranties therefor, including, without limitation, to (A) release, extend, renew, accelerate, compromise or substitute and administer the Guaranteed Obligations and other obligations under the Loan Documents in any manner it sees fit, (B) release any or all collateral for the Guaranteed Obligations, (C) release any guarantor of the Guaranteed Obligations, (D) extend the time for payment of the Guar