VOTING AGREEMENT

THIS VOTING AGREEMENT is made and entered into as of this 12 ^th day of January, 2006 (the “ Agreement ”) by and among Sentinel Technologies, Inc., a Delaware corporation, (“ STI ”); Sentinel Operating, L.P., a Texas limited partnership and an affiliate of LLG (“ Sentinel ”); Tidel Technologies, Inc., a Delaware corporation (the “ Company ”); Mark K. Levenick; Jerrell G. Clay; Raymond P. Landry; Stephen P. Griggs; Robert D. Peltier; M. Flynt Moreland; and Troy D. Richard (each a “ Stockholder ” and collectively, the “ Stockholders ”). Capitalized terms used but not defined herein shall have the same meanings ascribed thereto in the Purchase Agreement (defined below).

A.      Contemporaneously with the execution and delivery of this Agreement, Sentinel, the Company and Tidel Engineering, L.P., a Delaware limited partnership and an affiliate of the Company (“ Engineering ”) are entering into an Asset Purchase Agreement, dated as of the date hereof, as the same may be amended from time to time, (the “ Purchase Agreement ”), which provides that, upon the terms and subject to the conditions set forth therein, Sentinel will purchase the assets of Division from the Company and Engineering (the “ Transaction ”).

B.      As of the date hereof, each Stockholder beneficially owns the number of shares of common stock, par value $.01 per share, of the Company set forth opposite such Stockholder’s name on Schedule I hereto (all such shares so owned and which may hereafter be acquired by such Stockholder prior to the termination of this Agreement, whether upon the exercise of options, conversion of notes, or by any other means of purchase, dividend, acquisition, distribution or otherwise, being referred to herein as such Stockholder’s “Shares”).

C.      In connection with the Transaction and pursuant to the terms of the Purchase Agreement, each Stockholder has agreed to grant STI an irrevocable proxy to vote the Stockholder’s Shares in favor of the approval and adoption of (i) the Purchase Agreement and the transactions contemplated thereby, (ii) the amendment to the Company’s certificate of incorporation to change the Company’s name such that it does contain the terms “Tidel” or “Sentinel” or any derivations thereof (the “ Amendment ”), and (iii) any motion for adjournment or postponement of the Parent Stockholder Meeting to another time or place to permit, among other things, further solicitation of proxies if necessary to establish a quorum or to obtain additional votes in favor of the Purchase Agreement and the transactions contemplated thereby and the Amendment (the “ Motion ”).

D.      As a condition to their willingness to enter into the Purchase Agreement, Sentinel has requested that the Stockholders enter into this Agreement.

E.      In order to induce Sentinel to enter into the Purchase Agreement, the Stockholders are willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.1    Voting of Shares.

From the date hereof until the termination of this Agreement, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, each Stockholder shall vote such Stockholder’s Shares (i) in favor of the approval and adoption of the Purchase Agreement (as amended from time to time pursuant to the terms thereof) and the transactions contemplated thereby, (ii) against any other Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company’s Certificate of Incorporation or Bylaws, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated, (iii) in favor of the approval and adoption of the Amendment, (iv) in favor of the approval and adoption of the Motion, and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Purchase Agreement and related agreements which is considered at any such meeting of Stockholders or in such consent, and in connection therewith to execute any documents which are necessary in order to effectuate the foregoing, including the ability for STI or its nominees to vote such Shares directly.

1.2    Irrevocable Proxy.

Each Stockholder hereby agrees to deliver to STI a duly executed proxy in the form attached hereto as Exhibit A concurrently with the execution and delivery of this Agreement (the “Proxy”), such Proxy to cover the Shares in respect of which Stockholder is entitled to (i) vote at each meeting of the stockholders of the Company (including, without limitation, each written consent in lieu of a meeting) in favor of the approval and adoption of (a) the Purchase Agreement and the transactions contemplated thereby, (b) the Amendment, and (c) the Motion, (ii) to vote against any other Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company’s Certificate of Incorporation or Bylaws, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated and (iii) demand that the Secretary or any other appropriate officer of the Company call a special meeting of the stockholders of the Company for the purpose of considering the Transaction, the Purchase Agreement, the Amendment and all other transactions contemplated thereby. Each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares, other than any proxy given in respect to the approval of the sale of the Company’s ATM business to NCR Texas LLC pursuant to the NCR Purchase Agreement. The Proxy shall automatically terminate and be of no further force or effect upon any termination of this Agreement.

1.3    No Proxies for or Transfers of Stockholder Shares.

Except as contemplated by the terms of this Agreement, from the date hereof until the termination of this Agreement, each Stockholder hereby agrees that such Stockholder shall not, without the prior written consent of STI, which may be withheld in the sole discretion of STI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement, arrangement or understanding with respect to the voting of any such Stockholder’s Shares, or (ii) sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other agreement, arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge or other disposition of, any of such Stockholder’s Shares. Each Stockholder hereby agrees such Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, pledge or other disposition or any such contract, option or other agreement, arrangement or understanding and agrees to notify STI promptly (but in any event, within 24 hours), and to provide all details requested by STI, if such Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. Notwithstanding any other provision of this Section 1.3, each Stockholder may sell or otherwise assign, with or without consideration, an unlimited amount of such Stockholder’s Shares to any spouse or member of his immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of his spouse or members of his immediate family, or to a trust for himself, or to a charitable remainder trust, or to any entity that is wholly owned by members of such Stockholder’s immediate family, provided that each such transferee or assignee, prior to the completion of the sale, transfer or assignment, shall have executed and delivered to STI documents assuming the obligations of such Stockholder under this Agreement with respect to the transferred securities, such documents to be satisfactory to STI in its sole discretion.

1.4    Stop Transfer.

During the term of this Agreement, no Stockholder shall request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder’s Shares, unless such transfer is made in compliance with this Agreement.

1.5    Notification.

If any Stockholder becomes aware of an Acquisition Proposal or if an Acquisition Proposal is hereafter made or if any request for nonpublic information relating to the Company or any of its subsidiaries is made by any person or entity that has made an Acquisition Proposal or has advised such Stockholder that it may be considering making an Acquisition Proposal, such Stockholder shall within 24 hours notify STI of the material details of such Acquisition Proposal or request (including the identity of the person or entity making such Acquisition Proposal, the terms thereof and the information requested thereby) and shall within 24 hours provide STI with a copy of any Acquisition Proposal or request that is made in writing and copies of all correspondence relating thereto. Thereafter such Stockholder shall keep STI fully apprised on a current basis of the status of any such Acquisition Proposal and of any modifications to the terms thereof. Each Stockholder hereby agrees to immediately cease and cause to be terminated all existing discussions or negotiations with any parties other than STI conducted heretofore with respect to any Acquisition Proposal.

1.6    Additional Documents.  

Each Stockholder hereby covenants and agrees to execute and deliver any and all additional documents necessary or desirable, in the reasonable opinion of STI, to carry out the purpose and intent of this Agreement.

2.1    Due Authorization, Etc.