EXHIBIT D
▇▇▇▇ ▇▇▇▇▇▇
MAY 24, 2001
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ Family Trust
To ▇▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇-▇▇▇▇ and the ▇▇▇▇▇-▇▇▇▇ Family Trust:
Reference is hereby made to that certain Shareholders and Voting Agreement,
dated as of the 24th day of January, 2001, by and among ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇")
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and ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the "▇▇▇▇▇▇ Group"), ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
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Barotz and ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the "Barotz Group"), ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
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▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇▇ and the ▇▇▇▇▇-▇▇▇▇ Family
Trust (collectively, the "▇▇▇▇▇-▇▇▇▇ Group" and, together with the ▇▇▇▇▇▇ Group
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and the Barotz Group, the "Control Groups" and, together with each of the
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aforementioned person, the "Parties"), as amended by a letter agreement, dated
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April 3, 2001, among ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the
"Agreement"). Capitalized terms used herein and not otherwise defined herein
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shall have the meanings set forth in the Agreement.
The undersigned hereby agree, individually and, as indicated below, on
behalf of their respective Control Groups, as follows. If the Proposed Merger is
consummated, on December 31,2002 the ▇▇▇▇▇-▇▇▇▇ Family Trust shall sell to the
Post-Merger Corporation the 359,894 shares of Firecom Stock that will be owned
by the ▇▇▇▇▇-▇▇▇▇ Family Trust immediately following the effective time of the
Proposed Merger and ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ shall sell to the Post-Merger Corporation
140,106 of the shares of Firecom Stock that will be owned by him immediately
following the effective time of the Proposed Merger, and the Parties shall cause
the Post-Merger Corporation to purchase such shares from such persons, on
December 31, 2001, for a price of $0.80 per share, with the aggregate cash
payment to be received at such time by the ▇▇▇▇▇-▇▇▇▇ Family Trust and ▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ at such time to be equal to $287,915 and $112,085, respectively.
All other terms of the Agreement shall remain in full force and effect.
* * * * *
[Signature page follows]
Sincerely,
▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Individually and as the Group
Representative of the ▇▇▇▇▇▇ Group
Acknowledged and Agreed
As of the Date First Written Above:
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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Individually and as the Group Representative
of the ▇▇▇▇▇-▇▇▇▇ Group
Acknowledged and Agreed
As of the Date First Written Above:
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Individually and as the Group Representative
of the Barotz Group
Acknowledged and Agreed
As of the Date First Written Above:
The ▇▇▇▇▇-▇▇▇▇ Family Trust
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, Trustee
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