SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 11, 2006, among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY SERVICES CORP., a Delaware Corporation (“Services”), COASTAL SECURITY COMPANY, a Delaware corporation (“Coastal”), COASTAL SECURITY SYSTEMS, INC., a Delaware corporation (“Systems”), CENTRAL ONE, INC., a Florida corporation (“Central One”), GUARDIAN INTERNATIONAL INC., a Florida corporation (“Guardian”), MUTUAL CENTRAL ALARM SERVICES INC., a New York corporation (“Mutual”), STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a New York corporation (“Stat-Land”), PRECISION SECURITY SYSTEMS, INC., a Florida corporation (“Precision”, together with Holdings, Services, Coastal, Systems, Central One, Guardian, Mutual and Stat-Land, are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”), and CAPITALSOURCE FINANCE LLC, as Agent (in such capacity, the “Agent”), for the Lenders parties thereto and as a Lender. All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement described below.

W I T N E S S E T H:

A. Borrowers, Agent and Lenders have entered into that certain Credit Agreement dated as of November 10, 2005, as modified by that certain First Amendment to Credit Agreement, Master Reaffirmation and Joinder to Loan Documents, dated March 6, 2006 (as amended hereby and as may from time to time be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which Agent and Lenders made Loans and other financial accommodations to Borrowers, subject to the terms and conditions set forth in the Credit Agreement, and have entered into the other Loan Documents.

B. Borrowers have requested that the Credit Agreement be amended as set forth herein, and Agent and the Lenders are, subject to the terms hereof, willing to so amend the Credit Agreement.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of the undersigned hereby agrees as follows:

(b) As of the Closing Date, each Relationship Bank shall have entered into an Account Control Agreement with Agent, for the benefit of itself and Lenders, and the applicable Borrower, governing all Bank Accounts with such Relationship Bank. As of the Closing Date, the Borrowers shall maintain one or more lockbox accounts (individually and

collectively, the “Lockbox Account”) with one or more banks acceptable to Agent (each, a “Lockbox Bank”), and shall execute with each Lockbox Bank one or more agreements acceptable to Agent (individually and collectively, the “Lockbox Agreement”), and such other agreements related thereto as Agent may require. Borrowers shall ensure that all collections of Borrowers’ Accounts and all other cash payments received by Borrowers are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that upon receipt of written notice (a “Lockbox Notice”) from Agent the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts (specified in the Lockbox Agreement or to be specified in such written notice) maintained by Agent or an Affiliate of Agent at such bank as Agent may communicate to Borrower from time to time (the “Concentration Account”). A Lockbox Notice may be issued by Agent to the Lockbox Bank(s) under the conditions set forth in Section 10.2(b) of this Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Agent shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 2.5(b) in such order and manner as determined by Agent. Except to the extent applied to reduce the obligations under the Bridge Loan and related Bridge Loan Documents, all funds transferred to the Concentration Account for application to the Obligations under this Agreement shall be applied to reduce the Obligations under this Agreement. If as the result of collections of Accounts and/or any other cash payments received by any Borrower pursuant to this Section 2.5(b) a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower, but shall be available to Borrowers upon Borrowers’ written request. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrowers and each Affiliate of a Borrower shall direct all collections or proceeds it receives on Accounts or from other Collateral to the account(s) and in the manner specified by Agent in its sole discretion.

Holdings and its Subsidiaries shall maintain at all times, to be measured on a consolidated basis at the end of each Fiscal Month, a Qualifying Retail RMR Leverage Ratio of not greater than 26.0 to 1.0.

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(b) If any Event of Default has occurred and is continuing, Agent may (and at the written request of the Requisite Lenders shall), without notice: (i) terminate the Commitment with respect to further Advances; (ii) reduce the Commitment from time to time; (iii) declare all or any portion of the Obligations (other than Obligations in respect of hedging obligations or interest rate swaps obligations permitted hereunder), including all or any portion of the Loan to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by all Borrowers; (iv) issue a Lockbox Notice (as defined in Section 2.5(b) of this Agreement) to the Lockbox Banks(s); or (v) exercise any rights and remedies provided to Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC; provided, that upon the occurrence of an Event of Default specified in Sections 10.1(h) or (i), the Commitments shall be immediately terminated and all of the Obligations (other than Obligations in respect of hedging obligations or interest rate swaps obligations permitted hereunder), including the Loan, shall become immediately due and payable without declaration, notice or demand by any Person.

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accommodations hereunder and has been relied upon by each Lender in agreeing to make the Advances and (c) CapitalSource Finance LLC’s decision to serve as Agent.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment has been duly executed by each of the undersigned as of the day and year first set forth above.

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