June 29, 2001 Mr. James E. Henry c/o Diversified Security Solutions, Inc. 280 Midland Avenue Saddle Brook, New Jersey 07663 Dear Mr. Henry: This is to confirm our agreement that, effective as of the date hereof (the "Effective Date"), the Employment...

                                                                    Exhibit 10.5


                                  June 29, 2001



▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
c/o Diversified Security Solutions, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Dear ▇▇. ▇▇▇▇▇:

                  This is to confirm our agreement that, effective as of the
date hereof (the "Effective Date"), the Employment Agreement between us dated as
of January 1, 2000 is amended as follows:

                  1. Section 15 of the Agreement entitled "Company Option to
Terminate or Modify" is deleted in its entirety.

                  2. In all other respects, the Agreement shall continue in full
force and effect in accordance with its original terms, as amended.

                  If the foregoing sets forth a correct statement of our
agreement, please sign the duplicate hereof in the place indicated and return it
to us.

                                          Sincerely,

                                          DIVERSIFIED SECURITY SOLUTIONS, INC.

                                          By:      /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                                              ---------------------------------
                                                      ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                                                   Executive Vice President


ACCEPTED AND AGREED:

 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
   ▇▇▇▇▇ ▇. ▇▇▇▇▇