December 31, 1996
Corcap, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Corporate Secretary
Xx. Xxxxxxx:
Pursuant to the provisions of the Stock Option Agreement, dated
March 25, 1996, (the "Agreement"), whereby you have granted the
undersigned a stock option (the "Option") to purchase 16,666 shares of
Common Stock of CompuDyne Corporation (the "Company"), the undersigned
hereby notifies you of its election to exercise the Option to purchase
16,666 of the shares covered by the Option at the price specified
therein.
I understand that the Agreement will be deemed to be amended
automatically to reduce the number of shares remaining to be exercised
under the Agreement by the number of shares exercised by this notice.
In full payment of the price for the shares being purchase, I am
delivering to you herewith a check payable to the order of the Company in
the amount of $166.66.
Please mail the stock certificates to me at:
Name Xxxxxx X. Xxxxxxx
Address CompuDyne Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Sincerely,
/s/Xxxxxx X. Xxxxxxx
--------------------
Xxxxxx X. Xxxxxxx
Enclosure President
Calculation of funds due:
Option price $.01 X
Number of shares exercised 16,666 =
Cost of Exercise $166.66
Total Amount Due = $166.66
To be paid by:
[X] Cash or check = $166.66
TOTAL = $166.66
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