Investment Banking Agreement dated as of November 18, 2001, between Diversified Investors Capital Services
of NA, Inc. and Electronic Control Security Inc.
MANAGEMENT AND CONSULTING AGREEMENT
This Consulting Agreement is made effective as of the 18th day of November 2001 by an between Diversified
Investors Capital Services of NA, Inc., a Delaware corporation ("Consultant"), and Electronic Control Security,
Inc., a New Jersey corporation ("Client") with respect to the following:
WHEREAS, Consultant has rendered and continues to render valuable services to Client in connection with
various management, marketing, business planning and acquisition strategies; and
WHEREAS, Client desires to retain Consultant to continue to assist Client in such areas.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreement contained herein, and
for other good and valuable consideration, the receipt and adequacy of which is expressly acknowledged. Client
and Consultant agree as follows:
1. Engagement of Consultant.
Client hereby retains Consultant to render the services described below and the Consultant hereby accepts such
engagement to continue to assist Client in the following areas:
A. Reviewing, analyzing and assisting the Client in the preparation of a definitive business plan describing the
Client's business, financial condition and future business potential;
B. Introducing Client to potential customers ("Customers'), advising Client in connection with sales proposals to
Customers and assisting the Client in negotiating sales transactions with Customers;
C. Meeting with management and assisting management in developing and implementing marketing campaigns
regarding the Client's products and services,
D. Analyzing and providing advice to management in connection with potential acquisition candidates including
review of the financial, business and operating history of such candidates;
E. Introducing Client to banks, lenders and other