CompuDyne Corporation 2005 Stock Option Plan for Non-Employee Directors Amendment 2007-1 WHEREAS, CompuDyne Corporation (the "Company") maintains the

Exhibit 10.2

CompuDyne Corporation

2005 Stock Option Plan

for Non-Employee Directors

Amendment 2007-1

WHEREAS, CompuDyne Corporation (the "Company") maintains the

CompuDyne Corporation 2005 Stock Option Plan for Non-Employee Directors (the

"Plan"); and

WHEREAS, the Board of Directors of the Company (the "Board")

desires to amend the Plan to allow the cashless exercises of options; and

WHEREAS, pursuant to Section 18 of the Plan, the Board has the

authority to adopt such an amendment to the Plan;

NOW, THEREFORE, the Plan is hereby amended effective August 2,

2007 , as follows:

1. The second sentence of Section 8 of the Plan is hereby deleted

and replaced in full with the following:

"Each Option may be exercised by delivery of written notice to

the Company stating the number of shares to be exercised and

accompanied by the payment of the Option price therefor in

accordance with this Plan."

2. Section 9 of the Plan is deleted and replaced in full with the

following:

"9. Payment of the Option Exercise Price

Payment of the Option exercise price may be made