January 2,1997
X. Xxxxxx Xxxxxxx, President
Shepherd Surveillance Solutions, Inc.
0 Xxxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Re: Commitment to Extend Maturity Date
Dear Xx. Xxxxxxx:
This letter hereby confirms the irrevocable commitment of Trilon
Dominion Partners, L.L.C. ("Trilon"). Pursuant to a Credit Agreement currently
being negotiated, to extend the maturity date of the $1,000,000 secured
promissory note to Shepherd Surveillance Solutions, Inc. (the"Company") in favor
of Xxxxxx from August 8,1996 to August 8,2000. Such note will bear at the prime
rate plus 4%.
We hereby consent to the furnishing of a copy of this letter to Xxxxx &
Young LLP, and the reliance of such firm upon this letter, in connection with
the completion of its audit of the Company's financial statements for the fiscal
year ended September 30,1996.
By:/s/ Xxxx X. Xxxxx
------------------------
Title: Vice President