FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

                                                                    EXHIBIT 10.3

                               FIRST AMENDMENT TO
                          SECURITIES PURCHASE AGREEMENT

     FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the "First Amendment")
dated as of June 8, 2004 by and between Xxxx Security International, Inc. (the
"Company") and Xxxxxxx Partners, L.P. (the "Purchaser"), to be effective for all
purposes as of May 26, 2004.


                                   BACKGROUND

     A. The Company and the Purchaser are parties to a Securities Purchase
Agreement dated as of May 26, 2004 (the "Securities Purchase Agreement").

     B. The parties desire to amend the Securities Purchase Agreement as set
forth herein.

          NOW, THEREFORE, in consideration of the mutual promises, agreements
     and covenants set forth herein, and for other good and valuable
     consideration, the receipt and sufficiency of which are hereby
     acknowledged, the parties hereto, intending to be legally bound, hereby
     agree as follows:

     1. Amendments to the Purchase Agreement.

          1.1 The first recital of the Securities Purchase Agreement is hereby
     amended to replace the reference to "$5,000,000" with "$5,005,050."

          1.2 Section 2.1 of the Securities Purchase Agreement is hereby amended
     to replace the reference to "$5,000,000" with "$5,005,050."

          1.3 Annex A to the Securities Purchase Agreement is hereby amended to
     replace the reference to "$5,000,000" with "$5,005,050."

     2. Ratification of Securities Purchase Agreement. Except as specifically
amended hereby, all of the terms and conditions of the Securities Purchase
Agreement shall be in full force and effect. All references to the Securities
Purchase Agreement in any other document or instrument shall be deemed to mean
such Securities Purchase Agreement as amended by this First Amendment. The
parties hereto agree to be bound by the terms and obligations of the Securities
Purchase Agreement, as amended by this First Amendment, as though the terms and
obligations of the Securities Purchase Agreement were set forth herein.

     3. Counterparts. This First Amendment may be executed in several
counterparts each of which shall be an original and all of which taken together
shall constitute a single instrument.





     IN WITNESS WHEREOF, this First Amendment has been executed as of the day
and year first above written.

                                       XXXX SECURITY INTERNATIONAL, INC.


                                       By: /s/ Xxxxxx Xxxxxx
                                           -------------------------------------
                                           Name: Xxxxxx Xxxxxx
                                           Title: Executive Vice President


                                       XXXXXXX PARTNERS, L.P.

                                       By: Xxxxxxx Capital, LLC, general partner


                                           By: /s/ Xxxxxxx Xxxxx
                                              ----------------------------------
                                              Name: Xxxxxxx Xxxxx
                                              Title: Managing Member