November 3, 2005

Exhibit 10.4

November 3, 2005

Xx. Xxxxxx X. Xxxxxxxxxx, Xx.

Chairman and CEO

First Responder Systems and Technology Inc.

0000 XXXX Xxxxxx

Xxxxxxxx 0000

Xxxxx Xxxxx, XX 00000

Re: Bridge Loan Agreement, May 20, 2005

Dear Xx. Xxxxxxxxxx:

This is in reference to the Bridge Loan Agreement dated May 20, 2005 between First Responder Systems and Technology, LLC (now First Responder Systems and Technology Inc., as successor by merger, hereinafter referred to as “First Responder”) and Business Resource Capital Specialty BIDCO, Inc., Source Business and Industrial Development Company, L.L.C., and Gulf Coast Business and Industrial Development Corporation (collectively, “Lenders”). The purpose of this letter is to amend the terms of the Bridge Loan Agreement.

Under Section 7.1(p) an event of default occurred when First Responder did not raise a minimum of $3 million in debt or equity within 150 days of the closing of the Bridge Loan (October 17, 2005). The undersigned Lenders and First Responder hereby agree to waive the event of default and, in accordance with Section 11.9 of the Bridge Loan Agreement and Section 7.3 of the related Intercreditor Agreement, hereby agree to amend Section 7.1(p) of the Bridge Loan Agreement to read as follows:

(p) Capital Injection. The Company does not receive a capital injection of debt or equity in a minimum amount of $3,000,000.00 by December 31, 2005.

The undersigned Lenders further consent to substitution of First Responder Systems and Technology Inc. for First Responder Systems and Technology, LLC as the party of record in the Bridge Loan Agreement and the Intercreditor Agreement.

Sincerely,
Business Resource Capital Specialty BIDCO, Inc. on its own behalf and as Administrative Agent
By:		/s/ Xxx X. Xxxxx
		Xxx X. Xxxxx, Program Manager
Source Business and Industrial Development Company, L.L.C.
By:		/s/ Xxxxx X. Xxxxxxxxxx
		Xxxxx X. Xxxxxxxxxx, President
Gulf Coast Business and Industrial Development Corporation
By:		/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx, President

Consented to:

First Responder Systems and Technology Inc.

By:		/s/ Xxx. X. Xxxxxxxxxx, Xx.
		Xxxxxx X. Xxxxxxxxxx, Xx., Chairman and CEO

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