ASSET PURCHASE AGREEMENT


           Agreement made as of this 5th day of June,  1996,
by  and  between UNITED SECURITY ASSOCIATES, INC. or its  assigns
(hereinafter "Buyer") having an office or place of business at 11-
H  Princess Road, Lawrenceville, New Jersey 08648 and ALARM DATA,
INC. OF DELAWARE (hereinafter "Seller") and THOMAS A. GOLDEN,  an
individual (hereinafter "Shareholder"), having an office or place
of business at 2605 Eastburn Center, Newark, Delaware, 19711.

                      W I T N E S S E T H

          WHEREAS, Buyer is engaged in the business of purchasing
burglar and fire alarm monitoring accounts; and

           WHEREAS, Seller is engaged in the business of selling,
leasing,   installing,   repairing,   servicing   and   providing
monitoring for burglar and fire alarm equipment; and

           WHEREAS, Seller has requested that Buyer purchase from
Seller  approximately seven hundred fifty (750) of  its  existing
alarm monitoring accounts.

           NOW  THEREFORE, in consideration of the covenants  set
forth  herein,  and  intending to be legally bound,  the  parties
agree as follows:

      1.    Sale  of  Accounts.  Subject to  the  terms  of  this
Agreement, Seller hereby agrees to sell, convey, assign, transfer
and deliver to Buyer a total of approximately seven hundred fifty
(750)  alarm monitoring accounts (the "Alarm Accounts") with  the
customers  of Seller (the "Customers"), which Customers  are  set
forth  on  the Customer List attached hereto as Exhibit  "A"  and
made  a part hereof.  Seller also agrees to sell, convey, assign,
transfer  and deliver to Buyer all of the following  items:   Any
equipment and inventory set forth on Exhibit "B", all of Seller's
right,  title  and  interest in any monitoring  equipment,  alarm
equipment,  or  other  equipment necessary  for  the  purpose  of
sending  an  alarm  monitoring signal  to  a  central  monitoring
station,  all telephone lines owned or leased by Seller and  used
in  connection with the Alarm Accounts (including any lines  into
the  central  station(s) used by Seller and any  lines  used  for
Seller's   customer  service),  all  computer  software  programs
licensed  to  or used by Seller relating to the uploading  and/or
downloading  of  any  of  the  Customer's  alarm  equipment,  all
Customer lists, files, deposits, and prepayments relating to  the
Alarm  Accounts  (and  any non-monitored  accounts  installed  or
serviced by Seller), any licenses or permits of Seller which  are
required for the conduct of Seller's business, and Seller's trade
name.   Such conveyance shall be confirmed by a Bill of  Sale  in
the form attached hereto.

     2.   Purchase Price.  The Purchase Price shall be determined
by  multiplying  twenty-eight (28) times  the  monthly  recurring
revenue  (MRR)  payable  each month by Customers  for  monitoring
services pursuant to the Alarm Agreements.  MRR shall not include
any amounts derived from: (i) sales, use, or other taxes, fees or
other  charges imposed by any governmental authority relating  to
the   furnishing  of  such  monitoring  services;  (ii)   monthly
maintenance  charges  relating  to  service  on  the   monitoring
equipment;  or (iii) charges for installation time and materials.
Based  on  the assumption that the Alarm Accounts being  conveyed
generate  an  MRR  of $15,000 the gross purchase  price  will  be
approximately  four  hundred twenty thousand ($420,000)  Dollars.
This  amount  will be adjusted as follows:  a credit against  the
purchase  price  will be given for prepaid (unearned)  monitoring
revenues  previously  billed by Seller,  and  a  portion  of  the
purchase  price  shall  be  held back to  secure  the  warranties
described  below.   Buyer shall be entitled to all  revenues  for
Alarm Accounts pro-rated to the Settlement Date.

           After  the  Settlement Date, Buyer agrees  to  include
Seller's accounts receivable balances in future billings  to  the
Customers and shall remit same to Seller upon receipt.

           Any  Alarm  Accounts for which Seller has  obtained  a
written  contract (or which Seller identifies prior to Settlement
as  accounts  which have commenced negotiation),  but  for  which
Buyer  will finish installation after Settlement are referred  to
as  Work  in Process Accounts and are identified in Exhibit  "A".
Upon  completion of such installations and upon receipt by  Buyer
of  the  balance of the installation price and the first  payment
for  monitoring, Buyer shall pay to Seller a sales commission for
such accounts.  At Settlement, Seller and Buyer shall prorate any
deposits  previously paid to Seller on account of  such  Work  in
Process  Accounts  based on the value of the  work  completed  to
date.

      3.   Security  for Warranties.  An amount equal  to  twenty
percent  (20%) of the Purchase Price will be held back to  secure
the  warranties, representations and agreements  of  the  Seller.
Subject  to any applicable set-offs, ten percent (10%)  shall  be
released  after twelve (12) months following Settlement (provided
the  annualized  attrition rate is less than five (5%)  percent),
and  ten  percent  (10%) shall be released  after  eighteen  (18)
months following Settlement.

     4.   Replacement Warranty.  Non-producing Alarm Accounts are
Alarm Accounts which cancel or become more than 45 days past due.
In  the  event an Alarm Account becomes Non-producing during  the
first  fifteen  months  following  Settlement,  Buyer  shall   be
entitled  to  a  credit  equal to the  purchase  price  for  such
account.   In  addition  to  the  15-month  Replacement  Warranty
described   above,  Seller  and  Shareholder  shall  assure   and
guarantee as a surety the payment, and not merely the collection,
of  the  initial  twenty-eight (28)  monthly  payments  following
Settlement  by  Pocket  Change,  Jolly  Time,  Blazing  Flippers,
Winners Circle, Interstate Amusement, and Fun and Games.

      5.    Change  Over.   Most of Seller's Alarm  Accounts  are
currently on line with the Accurate/Dictograph Central Station in
Wilmington,  Delaware (soon to be moved to ERC in Ohio).   Seller
has  previously  programmed these panels to call telephone  lines
owned  by  Seller,  and such lines are remote call  forwarded  to
telephone numbers owned by Buyer.  For these accounts, no  change
over will be required, and at Settlement Seller will convey these
lines   to   Buyer.    For  the  balance  of  Seller's   accounts
(approximately four (4) of which are on line at COPS Monitoring),
Seller  shall download, chip change or reprogram the alarm panels
to  call  Buyer's telephone line into Buyer's designated  Central
Station.

          Seller will supply Buyer with all information necessary
to  perform maintenance on the Alarm Accounts, including lock-out
codes, pass-key numbers, pass-words, communicator identification,
programming information, and such other information as Buyer  may
request.   Seller  represents that it owns all of  the  telephone
line(s)  that  Seller's digital dialers are programmed  onto  and
which  are,  in  turn, remote call forwarded to  lines  owned  by
Buyer.

     6.   Maintenance Warranties.  Buyer and Seller shall arrange
to  notify Customers in writing that all maintenance and  service
requests  are  to be made by calling the office of Buyer.   Buyer
and  Seller  shall notify the Customers that Buyer  will  perform
future  maintenance service.  Except to the extent set  forth  on
Exhibit "A", Seller represents and warrants that all of the Alarm
Accounts are free of any warranty period covering maintenance and
service (including equipment and labor) contained in any Customer
Contract.

      7.    Documents.   At Settlement, Seller shall  deliver  to
Buyer  original executed copies of all Monitoring  and  Servicing
Agreements  together  with copies of all Installation  Agreements
between  Seller  and  the  Customers,  copies  of  any  financing
applications,  service  or  repair notes,  Central  Station  Data
Forms,  correspondence and other information  set  forth  in  the
Customers' files.  Each file must also contain the House Code and
Installation Code for each Customer.  To the extent that any such
documentation  is missing or improperly executed,  Seller  shall,
within  10 days Notice from Buyer, have such documentation cured,
or  Buyer  may return such Alarm Accounts in accordance with  the
procedure  for  Non-performing  Alarm  Accounts.   Seller  hereby
grants  to  Buyer open and continuous access to all  records  and
documents  in Seller's possession which are related to the  Alarm
Accounts.

      8.   Representations.  Seller and Shareholder represent and
warrant  to  Buyer  that as of the date  hereof  and  as  of  the
Settlement Date:

                A.    Seller  is  a  corporation duly  organized,
          validly existing and in good standing under the laws of
          the  State  of Delaware, and all issued and outstanding
          shares  of  stock  of Seller are owned by  Shareholder.
          The   execution,  delivery  and  performance  of   this
          agreement  by  Seller has been duly authorized  by  all
          necessary  corporate action on the part of Seller,  and
          this   Agreement  constitutes  a  valid   and   binding
          obligation of Seller and Shareholder in accordance with
          its terms.

                B.    Alarm equipment installed at any Customer's
          location  is  hereinafter  referred  to  as  an  "Alarm
          System".   The  Alarm  Systems  related  to  the  Alarm
          Accounts  are  properly described in  Exhibit  "D"  and
          unless  otherwise  noted, contain downloadable  digital
          dialers,  are in good working order and condition,  and
          have  been installed and maintained in accordance  with
          manufacturer's specifications and good and  workmanlike
          practices  prevailing in the industry at  the  time  of
          such  installation and maintenance.  All Alarm  Systems
          conform  in  all  material respects  to  the  contracts
          pursuant  to which they were installed and in  no  case
          has  any installation been made by Seller which was  in
          violation  of  any applicable law, code  or  regulation
          when  installed.   All  Customers  have  duly  executed
          monitoring agreements identical in form and content  to
          the form of the Agreement(s) attached hereto as Exhibit
          "C".   All  copies  of  the  Alarm  Account  agreements
          furnished  by Seller to Buyer are complete and  correct
          in  all  material  respects.  All  Alarm  Systems  were
          installed by Seller and no Alarm Systems related to the
          Alarm Accounts to be conveyed hereby were installed  by
          or   purchased  from  third  parties,  except  for  the
          accounts   identified  on  Exhibit  "E",   which   were
          purchased from CBA.

               C.   Neither Seller, nor Shareholder, are aware of
          any  claim,  or  demand of any kind or  nature  by  any
          Customer or others.  Seller and Shareholder warrant and
          agree  that Buyer assumes no obligations or liabilities
          of  Seller  except for Seller's obligations to  provide
          monitoring   and   maintenance   services   after   the
          Settlement date, but only in accordance with the  terms
          and  conditions of the written Customer contracts which
          were  provided by Seller to Buyer prior to the  closing
          date  and are listed on Exhibit "A" hereto. Buyer shall
          be  free of any other obligations or liabilities, which
          shall  continue to be the sole responsibility of Seller
          and Shareholder.

                D.     Each Alarm Account is a valid and  binding
          obligation  of the Customer and Seller, enforceable  in
          accordance with its terms, in full force and effect and
          free  from  any claim, defense or offset.   Seller  has
          delivered to Buyer an executed original counterpart  of
          each  agreement comprising each Alarm Account, the only
          other original executed counterpart of which is in  the
          Customer's possession and none of such agreements  have
          been modified or amended in any respect, except to  the
          extent  that  such  modification  or  amendment  is  in
          writing  and an original executed counterpart  of  same
          has been delivered to Buyer.  The information set forth
          in  all  Exhibits  attached hereto and  all  schedules,
          documents and Settlement Sheets delivered to Buyer  are
          true and correct in all respects.

               E.   Seller has performed all obligations required
          to   be   performed  by  Seller  under  each  agreement
          comprising  each Alarm Account and is  not  in  default
          under,  or  in  breach thereof, nor in receipt  of  any
          claim  of  default or breach thereunder,  nor  has  any
          event  occurred which, with the passage of time or  the
          giving of notice, or both, would cause a breach of,  or
          default under, any such agreement comprising each Alarm
          Account.   Seller has not received any notice from  any
          Customer  or other party, and has no knowledge  of  any
          breach  or anticipated breach by the Customer  of  such
          agreement  or the intent of any Customer not  to  renew
          any  such agreement when its current term shall expire.
          Seller  has not been notified, and has no knowledge  of
          any event which would entitle a Customer to cancel said
          agreement prior to the expiration of its current term.

                 F.    Except  for  information  required  to  be
          disclosed  to Seller's central station(s),  Seller  has
          not  disclosed  to  any third party, a  Customer  list,
          originals or copies of Customer contracts, or  Customer
          information  or data of any kind related to  the  Alarm
          Accounts.

                G.   Seller represents that all Alarm Accounts to
          be   sold  hereunder  are  programmed  to  either   the
          Accurate/Dictograph, ERC, or COPS Central  Station  and
          have been connected and tested as being on line at such
          Central Stations.  Seller further represents that as to
          all   Alarm  Accounts  being  sold  hereunder,  it  has
          verified the accuracy of the data bases at such Central
          Stations  against  the information  on  the  Monitoring
          Agreements,  the  Emergency Data Forms  and  any  other
          Customer   information   included   in   the   Customer
          contracts.

                H.   All federal, state and local property, sales
          and  use  taxes and all other public taxes  or  charges
          (including,  but  not limited to,  income  and  payroll
          taxes)   incurred  during  any  period  prior  to   and
          including  the Settlement Date which may relate  to  or
          affect  the Alarm Accounts in any way or may affect  or
          relate  to  their transfer pursuant to this  Agreement,
          are  the  obligation and liability of Seller  and  have
          been  paid or provided for in full by Seller  prior  to
          the Settlement Date.

               I.   Seller owns good and marketable title to each
          of  the  Alarm  Accounts and any other property  to  be
          conveyed hereunder free and clear of any and all liens,
          security  interests,  charges  and  encumbrances.   The
          Seller  agrees  to  comply with the provisions  of  the
          Uniform   Commercial  Code  and  any   other   Delaware
          statutes,  regulations  or  laws,  relating   to   bulk
          transfers.

                J.    Except  to the extent set forth on  Exhibit
          "A",  all  Accounts  being sold hereunder  are  current
          (within thirty (30) day net terms).

                K.     All outstanding charges for monitoring  at
          the   central  station  used  by  Seller  and  for  all
          telephone  lines  used  in connection  with  the  Alarm
          Accounts are fully paid, or shall be paid by Seller  at
          settlement out of the proceeds of sale.

               L.    Seller is in compliance with all laws, rules
          and   regulations   related  to  any   Alarm   Account,
          including,   without  limitation,  the  provisions   of
          federal  and state laws relating to "truth and lending"
          and  "home  solicitation  contracts".   There  are   no
          pending or threatened claims of a violation thereof and
          Seller has received no notice of such violation.

      9.    Indemnification.  Seller and Shareholder, jointly and
severally,  agree to defend, indemnify and hold  harmless  Buyer,
its  officers, directors, employees, agents and their  successors
and   assigns,  from  and  in  respect  to  all  liabilities  and
obligations  not  expressly assumed by  Buyer  pursuant  to  this
Agreement;  and  from  all losses, damages or  claims  which  are
attributable to any act or omission of Seller, or its  employees,
agents and subcontractors; and from all losses, damages or claims
resulting  from  a  breach of this Agreement  or  breach  of  any
warranty  made  or contained in this Agreement or  in  connection
with  this  Agreement;  and  from any  and  all  actions,  suits,
proceedings, claims, demands, assessments, judgments,  costs  and
expenses  incident  to any of the foregoing  including  interest,
penalties and reasonable attorneys' fees and costs.  In the event
of  any claim for which the above indemnification provisions  may
apply, the parties agree that Buyer may (but is not obligated to)
satisfy such claim and such amounts shall be repaid by Seller  to
Buyer within ten (10) days of notice thereof.  Buyer may set  off
the  amount of such claims against any and all monies which Buyer
may owe to Seller.

      10. Restrictive Covenants.  Seller acknowledges that one of
the  fundamental  expectations of Buyer in  acquiring  the  Alarm
Accounts  is  that  the Alarm Accounts will  be  renewed  by  the
Customers  after  expiration of their current  terms  and  Seller
acknowledges  that  Alarm Accounts customarily  are  so  renewed.
Accordingly, Seller agrees as follows:

               A.   For an unlimited period of time from the date
          of  this Agreement, neither Seller nor any Shareholder,
          employee or agent of Seller, shall solicit or otherwise
          communicate  with  any  Customer  for  the  purpose  of
          inducing  Customer (or the effect of such  solicitation
          or  communication  shall be)  to  refrain  from  or  to
          discontinue any business relationship with Buyer.   For
          the  purposes of this Section 10, the term  "Customers"
          shall  include all of the Buyer's existing  and  future
          customers as well as the Alarm Accounts being  conveyed
          hereby,  including  the  person(s)  who  executed   the
          monitoring  agreements and the locations of  the  Alarm
          Systems sold to such person(s).

               B.   For an unlimited period of time from the date
          of  this Agreement, neither Seller nor any Shareholder,
          employee  or agent of Seller, shall use, distribute  or
          divulge to any third party any confidential information
          relating  to  the Customers, including but not  limited
          to:  their  identity,  address,  phone  numbers,  house
          codes,   installation   codes,   term   of   monitoring
          agreement,  or  any other information provided  to  the
          Central Station.

               C.   For a period of three (3) years following the
          date   of  this  Agreement,  neither  Seller  nor   any
          Shareholder shall be financially interested in or be  a
          principal, partner, officer, director, owner,  employee
          or  consultant, directly or indirectly, in any business
          which is engaged in the selling, leasing, installing or
          monitoring  of  burglar  or  fire  alarm  services   or
          equipment  at any place within a fifty mile  radius  of
          Newark, Delaware.

                D.    In the event of any breach or violation  of
          the restrictions contained in the foregoing paragraphs,
          the  period  therein specified shall abate  during  the
          time   of  any  violation  thereof,  and  that  portion
          remaining  at the time of commencement of any violation
          shall  not begin to run until such violation  has  been
          fully and finally cured.

               E.   Seller and Shareholders each acknowledge that
          the   restrictions  contained  within   the   foregoing
          paragraphs  are reasonable and necessary  in  order  to
          protect  Buyer's  legitimate  interest  and  that   any
          violation thereof would result in irreparable injury to
          Buyer.    Seller   and   Shareholders,   jointly    and
          individually, acknowledge and agree that in  the  event
          of any violation thereof, Buyer shall be authorized and
          entitled   to  obtain,  from  any  court  of  competent
          jurisdiction,  preliminary  and  permanent   injunctive
          relief  as  well  as  an equitable  accounting  of  all
          profits  or  benefits arising out  of  such  violation,
          which  rights and remedies shall be cumulative  and  in
          addition to any other rights or remedies to which Buyer
          may  be  entitled.   In the event that  a  court  shall
          determine   that  any  of  the  restrictive   covenants
          contained  in this Agreement are inequitably broad,  it
          is  the  intention of the parties that the court adjust
          the  obligations of Seller and Shareholders  under  the
          restrictive  covenants, rather  than  eliminating  such
          obligations  entirely.   In the  event  a  court  shall
          equitably   adjust  the  restrictive   covenants,   the
          remainder of this Agreement shall remain in full  force
          and effect.

      11.   Further Transfers.  Seller shall execute and  deliver
such further instruments of conveyance and transfer and take such
additional  action  as Buyer may request to  effect,  consummate,
confirm  or evidence the transfer to Buyer of the Alarm Accounts.
Seller shall execute such documents as may be necessary to assist
Buyer  in  preserving  or  perfecting its  rights  in  the  Alarm
Accounts, and shall also do such acts as are necessary to perform
its representations, warranties, covenants and agreements herein.

      12.   Insurance.  Prior to Settlement, Seller shall provide
evidence to Buyer that for the four year period prior to the
date  of  Settlement, it had the following policy or policies  of
insurance:

          Policy                   Minimum Amount of Coverage

Comprehensive General              $1,000,000 per occurrence
Liability Insurance,                    (Occurrence Basis)
Errors and Omissions and
Automobile Insurance

Workman's Compensation             Statutory Requirements


      Seller  shall furnish Buyer with a Certificate of Insurance
evidencing the coverage required above prior to Settlement.   The
General Liability and Errors and Omissions policy specified above
shall  name Buyer as an additional named insured for the  balance
of its term.

      13.   Survival.  The representations, warranties, covenants
and  agreements  set forth in this Agreement, or in  any  writing
delivered  in connection with this Agreement, shall  survive  the
Settlement   date  and  the  consummation  of  the   transactions
contemplated hereby.

     14.  Broker.  Seller and Buyer each warrant and represent to
the  other  that  they  have  had no  dealings,  negotiations  or
consultations with any broker or finder in connection  with  this
sale.  Seller and Buyer hereby agree to defend, indemnify and  to
hold  harmless  the  other from and against any  loss,  claim  or
liability  by reason of any breach by the indemnifying  party  of
the foregoing warranty and representation.

       15.   Employment.   Buyer  shall  interview  and  consider
Seller's  employees for employment with Buyer.  Seller agrees  to
be   responsible   for  all  accrued  benefits,   vacations   and
compensation for its employees through date of Closing.

      16.   Lease.   Upon  completion of Settlement,  Shareholder
shall lease to Buyer the two-story office condominium located  at
2605   Eastburn   Center,   Newark,  Delaware,   which   contains
approximately 2,000 square feet of space and which  is  currently
occupied by Seller.  Such lease shall be for an initial  term  of
one  (1) year following the Settlement Date at a base rental rate
of   $1,200   per  month  (including  taxes)  plus  Shareholder's
proportionate share of utilities, condominium fees (approximately
$95 per month) and ordinary operating expenses (excluding capital
improvements).  Buyer shall have the option to extend the term of
this  lease  for  one  additional year upon the  same  terms  and
conditions.   Seller  agrees to install a  handicapped-accessible
bathroom  on the top floor and Buyer shall reimburse  Seller  for
the costs thereof.

      17. Financial Records.   Seller acknowledges that Buyer may
be  required to obtain audited financial statements of the Seller
corporation for the past three (3) years.  Upon request of Buyer,
Seller   agrees   to  provide  all  of  the  financial   records,
accountant's  work papers, and other documentation  described  on
Exhibit "F" without cost to Buyer.  Buyer shall pay all costs and
expenses of performing the audit.

      18.   Settlement.  Buyer's obligation to purchase the Alarm
Accounts is conditioned on a satisfactory "due diligence" survey,
delivery  of satisfactory Purchase Documents referred to  herein,
and  transfer  of the Alarm Accounts to Buyer's Central  Station.
Seller  hereby  gives  Buyer permission to review  any  files  or
financial information, call upon any of Seller's accounts, and to
have  Seller's  Central Station provide  Buyer  with  a  copy  of
Seller's  account activity list for up to the  last  year.   This
information will be used by Buyer in the strictest of confidence.
Upon  completion of Buyer's due diligence, Settlement shall occur
on  or before June 7, 1996 at Buyer's place of business described
above, unless the Buyer and Seller mutually agree to another time
and place.

     19.  Miscellaneous.
               A.   At any time, and from time to time, after the
          signing of this Agreement, each party will execute such
          additional instruments and take such action as  may  be
          reasonably  requested by the other party to  carry  out
          the intent and purposes of this Agreement.

                B.    This Agreement shall be governed, construed
          and  enforced in accordance with the laws of the  State
          of  New  Jersey,  notwithstanding any  conflicts-of-law
          doctrines or laws of any jurisdiction to the contrary.

                C.    This  Agreement shall be binding upon,  and
          shall  inure to the benefit of, the parties  and  their
          heirs,   personal   representatives,   successors   and
          assigns.

               D.   This Agreement may be executed simultaneously
          in  two  or more counterparts, each of which  shall  be
          deemed  an  original, but all of which  together  shall
          constitute one and the same instrument.

                E.    This Agreement shall not be interpreted  in
          favor  of  or against either party on account  of  such
          party having drafted this Agreement.

               F.   Neither the failure nor any delay on the part
          of either party to exercise any right, remedy, power or
          privilege  under  this Agreement  shall  operate  as  a
          waiver   thereof,  nor  shall  any  single  or  partial
          exercise  of  any right, remedy, or privilege  preclude
          any  other  or further exercise of the same or  of  any
          other right, remedy, power or privilege with respect to
          any  occurrence be construed as a waiver of such right,
          remedy,  power or privilege with respect to  any  other
          occurrence.

                 G.     This   Agreement  contains   the   entire
          understanding among the parties hereto with respect  to
          the subject matter hereof, and supersedes all prior and
          contemporaneous    agreements    and    understandings,
          inducements or conditions, express of implied  oral  or
          written, except as herein contained.  The express terms
          hereof  control and supersede any course of performance
          and/or usage of the trade inconsistent with any of  the
          terms  hereof.  This Agreement may not be  modified  or
          amended other than by an agreement in writing.



UNITED  SECURITY  ASSOCIATES, INC.         ALARM  DATA,  INC.  OF
DELAWARE


By: /s/JOHN COLEHOWER                    By: /s/ THOMAS A. GOLDEN
    -----------------                        --------------------
    John Colehower                           Thomas A. Golden
    Vice President                           President




           The  undersigned United Security Systems, Inc.  hereby
joins  in  the  Asset Purchase Agreement dated June  5,  1996
between  Alarm  Data, Inc. of Delaware and Thomas A.  Golden,  as
Seller,  and United Security Associates, Inc. as Buyer,  for  the
purpose of guaranteeing to Alarm Data, Inc. and Thomas A.  Golden
all of the obligations of United Security Associates set forth in
the  Agreement.  This guaranty shall not create any  third  party
rights in any other person or entity.


 UNITED SECURITY SYSTEMS, INC.


 By: /s/JOHN COLEHOWER
     -----------------
     John Colehower
     Vice President






                          BILL OF SALE

           KNOW ALL MEN BY THESE PRESENTS: THAT ALARM DATA,  INC.
OF  DELAWARE,  LOCATED AT 2605 EASTBURN CENTER, NEWARK,  DELAWARE
(THE "SELLER"), FOR GOOD AND VALUABLE CONSIDERATION, DELIVERED TO
IT  AT  THE TIME OF EXECUTION OF THIS DOCUMENT BY UNITED SECURITY
ASSOCIATES,  INC., LOCATED AT 11-H PRINCESS ROAD,  LAWRENCEVILLE,
NEW  JERSEY  08648  or  its assigns ("BUYER"),  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY ACKNOWLEDGED, HAS BARGAINED  AND
SOLD,  AND HEREBY GRANTS, SELLS, TRANSFERS AND ASSIGNS  TO  BUYER
ITS   PERSONAL  REPRESENTATIVES,  SUCCESSORS  AND  ASSIGNS,   THE
FOLLOWING PROPERTY, GOODS AND CHATTELS:

        Five Hundred Seventy One (571) ALARM MONITORING  ACCOUNTS,
AS  IDENTIFIED  IN  EXHIBIT  "A"  ATTACHED  HERETO,  WHICH  ALARM
ACCOUNTS ARE MORE PARTICULARLY DEFINED IN SECTION 1 OF THE  ASSET
PURCHASE  AGREEMENT BETWEEN SELLER AND BUYER DATED JUNE  5, 1996
TOGETHER  WITH  CERTAIN OTHER  PROPERTY  RIGHTS  DESCRIBED
THEREIN.

          TO HAVE AND TO HOLD THE SAME UNTO BUYER, ITS SUCCESSORS
AND ASSIGNS, FOREVER.

          SELLER HEREBY COVENANTS THAT ALL RIGHT AND TITLE TO THE
ABOVE-DESCRIBED PROPERTY LIES EXCLUSIVELY IN ITS NAME,  AND  THAT
SELLER  POSSESSES LEGAL CAPACITY TO TRANSFER GOOD AND  MARKETABLE
TITLE,  FREE AND CLEAR OF ANY AND ALL LIENS, SECURITY  INTERESTS,
CHARGES  AND  ENCUMBRANCES  TO  BUYER  (THE  "CLAIMS").    SELLER
COVENANTS  AND  AGREES  TO  AND WITH BUYER,  ITS  SUCCESSORS  AND
ASSIGNS,  TO  WARRANT AND DEFEND THE SALE OF  THE  AFOREDESCRIBED
PROPERTY, GOODS AND CHATTELS, AGAINST ALL AND EVERY PERSON, FIRM,
CORPORATION OR ASSOCIATION AND INDEMNIFY AND HOLD BUYER  HARMLESS
FROM,  FOR OR AGAINST ANY LOSS, DAMAGE OR DEFICIENCY ARISING  OUT
OF, OR RESULTING FROM ANY CLAIMS.

           IN WITNESS WHEREOF, THE SELLER HAS CAUSED THIS BILL OF
SALE  TO BE SIGNED BY ITS PROPER AUTHORIZED AGENTS THIS 5th  DAY
OF JUNE, 1996.

                               ALARM DATA INC. OF DELAWARE


                               BY: /s/THOMAS A. GOLDEN
                                  --------------------
                                  Thomas A. Golden
                                  PRESIDENT

                          BILL OF SALE

           KNOW ALL MEN BY THESE PRESENTS: THAT ALARM DATA,  INC.
OF  DELAWARE,  LOCATED AT 2605 EASTBURN CENTER, NEWARK,  DELAWARE
(THE "SELLER"), FOR GOOD AND VALUABLE CONSIDERATION, DELIVERED TO
IT  AT  THE TIME OF EXECUTION OF THIS DOCUMENT BY UNITED SECURITY
ASSOCIATES,  INC., LOCATED AT 11-H PRINCESS ROAD,  LAWRENCEVILLE,
NEW  JERSEY  08648  or  its assigns ("BUYER"),  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY ACKNOWLEDGED, HAS BARGAINED  AND
SOLD,  AND HEREBY GRANTS, SELLS, TRANSFERS AND ASSIGNS  TO  BUYER
ITS   PERSONAL  REPRESENTATIVES,  SUCCESSORS  AND  ASSIGNS,   THE
FOLLOWING PROPERTY, GOODS AND CHATTELS:

           ALL  PERSONAL  PROPERTY  OF SELLER  AS  IDENTIFIED  IN
EXHIBIT  "B" ATTACHED HERETO TOGETHER WITH ALL PERSONAL  PROPERTY
OF  SELLER  IDENTIFIED  IN  PARAGRAPH 1  OF  THE  ASSET  PURCHASE
AGREEMENT BETWEEN SELLER AND BUYER DATED JUNE 5, 1996.

          1993 Chevy C20 Van; VIN No. 2GCEG25Z1P4108970

          1993 Chevy C20 Van; VIN No. 2GCEG25Z6P4108530


          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________
          Telephone Number (___) ________

          TO HAVE AND TO HOLD THE SAME UNTO BUYER, ITS SUCCESSORS
AND ASSIGNS, FOREVER.

          SELLER HEREBY COVENANTS THAT ALL RIGHT AND TITLE TO THE
ABOVE-DESCRIBED PROPERTY LIES EXCLUSIVELY IN ITS NAME,  AND  THAT
SELLER  POSSESSES LEGAL CAPACITY TO TRANSFER GOOD AND  MARKETABLE
TITLE,  FREE AND CLEAR OF ANY AND ALL LIENS, SECURITY  INTERESTS,
CHARGES  AND  ENCUMBRANCES  TO  BUYER  (THE  "CLAIMS").    SELLER
COVENANTS  AND  AGREES  TO  AND WITH BUYER,  ITS  SUCCESSORS  AND
ASSIGNS,  TO  WARRANT AND DEFEND THE SALE OF  THE  AFOREDESCRIBED
PROPERTY, GOODS AND CHATTELS, AGAINST ALL AND EVERY PERSON, FIRM,
CORPORATION OR
ASSOCIATION  AND INDEMNIFY AND HOLD BUYER HARMLESS FROM,  FOR  OR
AGAINST  ANY  LOSS,  DAMAGE  OR DEFICIENCY  ARISING  OUT  OF,  OR
RESULTING FROM ANY CLAIMS.

           IN WITNESS WHEREOF, THE SELLER HAS CAUSED THIS BILL OF
SALE  TO BE SIGNED BY ITS PROPER AUTHORIZED AGENTS THIS 5th  DAY
OF JUNE, 1996.

                                ALARM DATA INC. OF DELAWARE


                                BY: /s/THOMAS A. GOLDEN    
                                    -------------------
                                    Thomas A. Golden
                                    President