Tri-S Security Corporation December 14, 2004

EXHIBIT 10.63

Tri-S Security Corporation

December 14, 2004

Xx. Xxxxxx Xxxxxx
Paragon Systems, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx

Mr. Xxxx Xxxxxx
Paragon Systems, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx

Gentlemen:

        This letter ("Letter Agreement"), when countersigned by each of you, will set forth the agreement among Tri-S Security Corporation (the "Company"), Paragon Systems, Inc. ("Paragon") and each of you regarding the subject matter set forth herein. Reference is made to that certain (i) Consent Agreement to Extend Promissory Notes among Paragon, the Company and each of you (the "Extension Agreement"); (ii) Employment Agreement dated February 24, 2004 between Paragon and Xxxxxx Xxxxxx (the "Bright Employment Agreement"); (iii) Employment Agreement dated February 24, 2004 between Paragon and Xxxx Xxxxxx (the "Xxxxxx Employment Agreement"); (iv) Promissory Note dated February 24, 2004 issued by the Company to Xx. Xxxxxx in principal amount of $526,900.00 (the "Bright Note"); (v) Promissory Note dated February 24, 2004 issued by the Company to Xx. Xxxxxx in principal amount of $526,900.00 (the "Xxxxxx Note"); and (vii) Promissory Note originally dated March 11, 2004, and amended and restated on September 29, 2004, issued by Paragon to Xxxxxxx Xxxxxxxx, both individually and as agent for Xxxxxx Xxxxxx and Messrs. Bright and Xxxxxx (the "Joint Note"). The Company hereby agrees and acknowledges that (i) Messrs. Bright and Xxxxxx did not enter into the Agreement Regarding Notes and Preferred Shares dated September 29, 2004, and did not agree to amend or restate the Promissory Note dated March 11, 2004 issued by Paragon, (ii) Messrs. Bright and Xxxxxx dispute the authority of Xx. Xxxxxxxx to act as agent for Messrs. Bright and Xxxxxx in connection with the amendment and restatement of the Joint Note, and (iii) this Letter Agreement and the payments to be made pursuant hereto shall in no way adversely affect the aforementioned positions of Messrs. Bright or Xxxxxx.

        Messrs. Bright and Xxxxxx and Paragon and the Company hereby amend subsection (i) of Section 1 of the Extension Agreement to delete such subsection in its entirety and replace it with the following: "(i) February 15, 2005, or".

        Messrs. Bright and Xxxxxx and Paragon and the Company hereby acknowledge and agree that the Extension Agreement, as amended hereby, among other things, extends the maturity dates of each of the Bright Note, the Xxxxxx Note and the Joint Note until February 15, 2005.

        Xx. Xxxxxx and Paragon hereby amend the Bright Employment Agreement to delete Section 7(a) thereof (including handwritten changes thereto) in its entirety.

        Xx. Xxxxxx and Paragon hereby amend the Xxxxxx Employment Agreement to delete Section 7(a) thereof (including handwritten changes thereto) in its entirety.

        In consideration of the foregoing, the Company shall pay no later than December 16, 2004 the following:

        (i)    $35,007.09 to Xx. Xxxxxx, which amount constitutes all interest due through December 31, 2004 to Xx. Xxxxxx under the Bright Note and the Joint Note and which amount upon payment thereof will be applied to the payment obligations of the Company and Paragon under the Bright Note and the Joint Note, respectively;

        (ii)   $35,007.09 to Xx. Xxxxxx, which amount constitutes all interest due through December 31, 2004 to Xx. Xxxxxx under the Xxxxxx Note and the Joint Note and which amount upon payment thereof will be applied to the payment obligations of the Company and Paragon under the Xxxxxx Note and the Joint Note, respectively;

        (iii)  $10,000.00 to Xx. Xxxxxx and $10,000.00 to Xx. Xxxxxx for legal fees incurred by them in connection with the negotiation, preparation and execution of the Extension Agreement and this Letter Agreement;

        (iv)  $10,000.00 to Xx. Xxxxxx and $10,000.00 to Xx. Xxxxxx as consideration for Paragon's discontinuing the payment of certain premiums for life insurance for Messrs. Bright and Xxxxxx; and

        (v)   $4,000.00 to Xx. Xxxxxx and $4,000.00 to Xx. Xxxxxx as reimbursement for certain tax liabilities incurred by Messrs. Bright and Xxxxxx in connection with the Company's acquisition of Paragon in February 2004.

[SIGNATURE PAGE FOLLOWS]

        If the foregoing accurately reflects our agreement, we would appreciate you executing and dating this Letter Agreement in the space below and returning a copy to us by facsimile to (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/  XXXX XXXXXX XXXX XXXXXX

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