EXHIBIT 9.1 TERMINATION OF SHAREHOLDER AGREEMENT ------------------------------------ WHEREAS, on May 29, 1987 Rand W. Mueller, Marshall J. Mueller, Kenneth M. Mueller, Jack C. Chilingirian, Geoffrey M. Dixon, Larry J. Vingelman and Code-Alarm, Inc.,...

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                                  EXHIBIT 9.1

                      TERMINATION OF SHAREHOLDER AGREEMENT
                      ------------------------------------



     WHEREAS, on May 29, 0000 Xxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxxxx X.

Xxxxxxx, Xxxx X. Xxxxxxxxxxxx, Xxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx and

Code-Alarm, Inc., a Michigan corporation, entered into a certain Shareholder

Agreement;



     WHEREAS, the Shareholder Agreement has been amended many times, and the

only remaining shareholders whose Restricted Shares are subject to the 

Shareholder Agreement are Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxx X. 

Xxxxxxxxx; and



     WHEREAS, Xxxx X. Xxxxxxx, who owns more than two-thirds (2/3) of the

Restricted Shares subject to the Shareholder Agreement, desires to terminate

this Agreement.


     NOW, THEREFORE, it is hereby agreed as follows:


     The Shareholder Agreement is terminated effective as of February 15, 1997,

and upon and after that date all Restricted Shares are henceforth no longer 

subject to the terms and conditions of the Shareholder Agreement. 

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     IN WITNESS WHEREOF, this Agreement has been executed by shareholders owning

more than two-thirds (2/3) of the Restricted Shares subject to the Shareholder

Agreement.


                                                CODE-ALARM, INC.


                                                By: /s/  Xxxx X. Xxxxxxx
                                                    --------------------
                                                    Xxxx X. Xxxxxxx
                                                    President


                                                /s/ Xxxx X. Xxxxxxx
                                                ------------------------ 
                                                Xxxx X. Xxxxxxx



                                                /s/  Xxxxxxx X. Xxxxxxx
                                                ------------------------  
                                                Xxxxxxx X. Xxxxxxx


    
                                                ------------------------  
                                                Xxxxx X. Xxxxxxxxx

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