A Division of LAKE NORMAN SECURITY PATROL, INC.
Post Office Box 5759 o 316 Security Drive o Statesville, North Carolina 28687
(704) 838-8000 o 1-800-438-4171 o FAX (704) 878-0309 o Website: www.security-central.com

DEALER CONTRACT

Agreement made this __________ day of ______________________________ , 20 _____ by and between SECURITY CENTRAL, a division of Lake Norman Security Patrol, Inc., a corporation duly organized under the laws of the State of North Carolina, and having a place of business at 316 Security Drive, Statesville, North Carolina, (hereinafter called "Company") and___________________________________________________________ ________________________________________________________________________________________________________________________ a ____________________________________, duly existing under the laws of the State of________________________________________________ (hereinafter called "the Dealer").

In consideration of the mutual promises and covenants herein after specified, and for other good and valuable consideration, the parties hereto do, for themselves, their successors, and assigns mutually agree as follows:

1. The Company, recognizing that the Dealer will be entering into agreements with its customers (hereinafter called "Subscriber" or "Subscribers") for the monitoring of protective systems at Subscriber's premises, agrees to provide the monitoring of protective systems as set forth in this agreement for such Subscribers as the Dealer may direct.

2. The fee to be paid by the Dealer to the Company for such services shall be specified by the Company's Price List in effect at the time such services are rendered. The Dealer acknowledges having received the current Price List and specifically agrees that same, and/or any amendment thereof, be incorporated by reference as part of this agreement as if set out in full herein. Such fees shall be paid to the Company by the Dealer in advance, commencing with the rendering of service by the Company to the Subscriber. All subsequent fees shall be paid by the Dealer within thirty (30) days of invoice date.

Each Alarm Monitoring Service Agreement to be performed for any Subscriber shall be automatically renewed for an additional year unless the Company or the Dealer gives written notice to the other of its intention not to renew as to any particular Subscriber at least 30 days before the commencement of said renewal period. The Dealer specifically agrees that its failure to make payments herein provided as to any particular Subscriber shall automatically terminate the Company's obligation to render its service to such Subscriber, but the failure to render its service shall not be considered an election of remedies. Any fees paid by the Dealer for service to a Subscriber shall not be refundable whether service to such Subscriber is terminated by actions of the Dealer or the Subscriber. However, the Dealer may request, within sixty (60) days of termination of service, that fees paid for a Subscriber whose service has been terminated be applied to services rendered by the Company to other Subscribers of the Dealer. In the event that the Dealer notifies the Company of its termination of service for Subscriber for any reason, or in the event of a default by the Dealer of the terms and conditions of this agreement, the Company will give the Subscriber and/or the Dealer at least fifteen (15) days notice of termination of such services to the Subscriber and, upon giving such notice, this agreement and all the Company's responsibilities hereunder shall come to an end as of the date fixed in such notice.

In the event that amounts due by Subscriber to the Company hereunder are not paid by the Dealer or the Subscriber within thirty (30) days of the date of the invoice, the Company may terminate this agreement and all monitoring services by notice given under Paragraph 8 below. Such termination shall be effective upon mailing pursuant to Paragraph 8. It is the responsibility of the Dealer to notify all his/her Subscribers of termination of services.

In the event Subscriber's or the Dealer's check for service under this agreement is returned by Subscriber's or the Dealer's bank for reason of insufficient funds or otherwise, the Company's obligations under this agreement shall immediately terminate until any outstanding balance owed the Company by Subscriber or the Dealer and the maximum non-sufficient funds or bad check fee permitted by law is paid in full by certified check or money order.

3. The Subscriber understands that a system is in temporary service for thirty (30) days, until the Company's current form of Alarm Monitoring Service Agreement signed by Subscriber and the Dealer and payment for said system, together with a fully signed copy of such agreement, is received by the Company. Systems not paid for within thirty (30) days are taken out of service.

4. The Company and the Dealer agree that the Company's sole and only obligation under this agreement and/or under any agreement between Subscribers and the Dealer shall be to monitor signals received by means of the protective system and to respond thereto. The Company, upon receipt of a signal from a Subscriber's premises, shall make every reasonable effort to transmit notification of the alarm promptly to the police, fire or other authorities and/or the persons whose names and telephone numbers are listed by the Subscriber as Authorized Individuals on the Alarm Monitoring Service Agreement received by the Company as to each Subscriber or as the same may be changed on written notification by the Subscriber from time to time, unless there is just cause to assume that an emergency condition does not exist.

5. It is understood that the Company owns none of the electro-protective equipment in the Subscribers' premises and has no responsibility for the condition and/or the functioning thereof and that maintenance, repair, service, replacement or insurance of the electro-protective equipment are not the obligation of the Company.

6. This agreement may be suspended or canceled as to any particular Subscriber should the equipment at the premises of such Subscriber become so disabled or so substantially damaged that further service to such Subscriber is impracticable or if the rendering of such service is due to strikes, riots, floods, fires, malfunctions of telephone lines or telephone equipment, acts of God, or any other causes beyond the control of the Company.

7. It is understood that the Company is not an insurer, that insurance, if any, shall be obtained by and be the sole responsibility of Subscriber and that the amounts payable to the Company hereunder are based upon the value of the services and the scope of liability as herein set forth and are unrelated to the value of the subscribed property or others located in Subscriber's premises. The parties hereto agree that it is impractical and extremely difficult to fix the actual damages, if any, that may proximately result, from failure on the part of the Company to perform any of its obligations hereunder, specifically including without limitation any act or omission relating to downloading technology monitoring goods or services. The Subscriber does not desire that this contract provide for full liability of the Company and agrees that the Company shall be exempt from liability for loss or damages due directly or indirectly to occurrences, or consequences therefrom, which the service or system is designed to detect or avert, that if the Company shall be found liable for loss or damages due to a failure of service in any respect, its liability shall be limited either to replacement or repair of any defective equipment, or to a sum equal to one-half of the annual service charge paid by the Subscriber or $250 as liquidated damages and not as a penalty whichever is greater, and the choice of which shall be at the sole election of the Company. As the exclusive remedy, the provisions of this paragraph shall apply, if loss or damage, irrespective of cause or origin, results directly or indirectly to person or property from performance or nonperformance or obligations imposed by this contract or from negligence, active or otherwise, of the Company, its agents or employees. If the Subscriber desires the Company to assume greater liability, Company will amend this agreement to allow the Subscriber to pay an additional annual amount necessary to purchase an insurance policy for such greater liability. No such amendment shall be effective unless signed by the Subscriber, Company, the Dealer and insurance carrier that will be insuring the additional liability. PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE COMPANY BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IT IS SPECIFICALLY UNDERSTOOD THAT THE COMPANY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE. THE DEALER AND SUBSCRIBER UNDERSTAND AND AGREE THAT THE COMPANY MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSED IN WRITING BY THE COMPANY AND THAT NO REPRESENTATIVE OF THE COMPANY OR THE DEALER HAS ANY AUTHORITY TO MAKE ANY ADDITIONAL EXPRESS WARRANTIES OR OTHERWISE VARY THE TERMS OF THIS AGREEMENT.

THE DEALER AGREES TO AND SHALL INDEMNIFY AND SAVE HARMLESS THE COMPANY, ITS EMPLOYEES AND AGENTS, FROM AND AGAINST ALL CLAIMS, SUITS, CAUSES OF ACTION, LIABILITY, COSTS, DAMAGES, OF WHATEVER KIND OR NATURE, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED OR ALLEGED TO HAVE BEEN INCURRED BY OR CAUSED TO ANY PERSON, ENTITY, OR THING AS A RESULT, DIRECTLY OR INDIRECTLY, OF ANY OF THE GOODS AND SERVICES SOLD, PERFORMED, OR COVERED BY THIS AGREEMENT.

8. The parties specifically agree that any notices required to be given under this agreement shall be made in writing and mailed by certified mail, return receipt requested, to the address of each party indicated herein, or such other address as from time to time may be made known by either party; that this agreement contains the entire understanding and final expression of agreement between the parties and that no prior statements or representations of any type shall be received in evidence or otherwise used to vary the express terms set forth herein. The parties hereto further agree that this agreement may be amended only in a writing signed by the parties; that no oral modification of this agreement shall be enforceable; that this agreement, as to any particular Subscriber, shall not be assignable by the Dealer except upon the express written consent of the Company; and that this agreement, in all respects, shall be governed and construed solely under the laws of the State of North Carolina.

9. The Dealer acknowledges that the Company is the owner of all right, title and interest together with all the goodwill of the corporate name and trade name "Security Central" and the trademark "Security Central" and the fanciful design of the telephone dial. The Dealer agrees that the Dealer's right to use this name and mark is derived solely from this Agreement and is limited to the conduct of business by the Dealer pursuant to and in compliance herewith and all applicable operating procedures prescribed by the Company. Any unauthorized use of this name and mark by the Dealer is a breach of the agreement and an infringement of the rights of the Company in and to such name and mark. The Dealer shall not use the name and mark (or part thereof) as part of any corporate or trade name, nor may the Dealer use such name and mark with the sale of any unauthorized product or service or in any other manner not expressly authorized in writing by the Company.

10. This agreement is valid only when signed by an officer of the Company at its Home Office in Statesville, North Carolina. Subject to the provisions of paragraph 7 above, the term of this agreement shall be automatically renewed for an additional period of one year commencing upon the expiration of the original term or any renewal term unless terminated by either party by written notice given at least thirty (30) days prior to the expiration of the original term on any year renewal term.

11. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In the event that the Company.must enter into arbitration or any other legal proceeding to collect any amounts due from the Dealer or the Subscriber under this agreement or any other agreement between the parties hereto, the Dealer and the Subscriber hereby specifically agree and understand that they will be liable for all costs, expenses, and fees incurred by the Company in collecting such amounts, including without limitation reasonable attorneys' fees. Any delinquent accounts for amounts due the Company under this Agreement shall be subject to a late payment or finance charge of one and one-half percent (1 1/2 %) per month, or eighteen percent (18%) per annum until paid.

12. All changes and/or cancellations must be sent in writing unless a signed release form is on file, which releases Company from all liability and monitoring responsibilities.

IN WITNESS WHEREOF, the parties have executed this agreement on the date and year first above written and specifically represent that the person executing same in behalf of each party is fully authorized to do so.