Tri-S Security Corporation Paragon Systems, Inc. October 6, 2004

EXHIBIT 10.7

Tri-S Security Corporation

Paragon Systems, Inc.

October 6, 2004

Xxxxxxx Xxxxxxxx

0000 Xxxxxx Xxxx Xxxxx

Xxxxxxxxxx, Xxxxxxx  00000

Xxxxxx Xxxxxx

0000 Xxxxxxxxxx Xxxxx

Xxxxxxxxxx, Xxxxxxx 00000

Re: Agreement Regarding Notes and Preferred Shares (“Agreement Regarding Notes and Preferred Shares”) dated as of September 29, 2004 among Tri-S Security Corporation (“Tri-S”), Paragon Systems, Inc. (“Paragon”), Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.

Gentlemen:

This letter (“Letter Agreement”), when countersigned by each of you, will set forth the agreement among Tri-S, Paragon and each of you regarding the subject matter set forth herein.

Tri-S, Paragon and each of you hereby agree and acknowledge that the Agreement Regarding Notes and Preferred Shares and the agreements contemplated thereby are effective and binding among, and constitute valid obligations of, Tri-S, Paragon and each of you, in accordance with the terms thereof, notwithstanding the fact that Messrs. Bright and Xxxxxx did not execute the Agreement Regarding Notes and Preferred Shares.

If the foregoing accurately reflects our agreement, we would appreciate each of you executing this Letter Agreement in the space below and returning a copy by facsimile to Xxxx Xxxxxxxx with Xxxxxx & Xxxxxx LLP, counsel to Tri-S, at (000) 000-0000.

		Very truly yours,
		TRI-S SECURITY CORPORATION
		By:	/s/ Xxxxxx X. Xxxxxxx
		Printed Name:  Xxxxxx X. Xxxxxxx
		Title:  President and Chief Executive Officer
		PARAGON SYSTEMS, INC.
		By:	/s/ Xxxxxx X. Xxxxxxx
		Printed Name: Xxxxxx X. Xxxxxxx
		Title: Chief Executive Officer
Agreed and Accepted:
/s/ Xxxxxx Xxxxxx
XXXXXX XXXXXX
/s/ Xxxxxxx Xxxxxxxx
XXXXXXX XXXXXXXX