SPEED RELEASE LOCK CO, S-1, 2000-05-01

SPEED RELEASE LOCK CO
S-1, 2000-05-01

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
SPEED RELEASE LOCK COMPANY
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3429 75-2674927
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification Number)
organization) Classification Code Number)
</TABLE>

2603 SOUTHWELL, SUITE 103
DALLAS, TEXAS 75229
(972) 488-6848
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

STEVE BEDOWITZ, PRESIDENT
SPEED RELEASE LOCK COMPANY
2603 SOUTHWELL, SUITE 103
DALLAS, TEXAS 75229
(972) 488-6848
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------

COPIES TO:

JOEL HELD, ESQ.
LAWRENCE B. MANDALA, ESQ.
ARTER & HADDEN LLP
1717 MAIN STREET, SUITE 4100
DALLAS, TEXAS 75201
(214) 761-2100
------------------------------

Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box: /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective Registration Statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common Stock, $.001 par value $6,000,120 $1,584
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED , 2000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
[LOGO]

PROSPECTUS

SPEED RELEASE LOCK COMPANY

COMMON STOCK

------------------

This is our initial public offering. We are offering a minimum of 1,000,000
and a maximum of 3,000,000 shares of our common stock at an offering price of
$1.50 per share. We must sell a minimum of 1,000,000 shares in order for this
offering to be completed. If we do not sell at least 1,000,000 shares within
180 days after the date of this prospectus, the offering will terminate and all
money paid for shares will be returned to the purchasers, with interest and
without deduction. Even if we sell the minimum number of shares, we may not sell
the maximum number of shares. All sales proceeds will be held in escrow with
Chase Bank of Texas, N.A. until at least 1,000,000 shares have been sold.

This prospectus also is being furnished to the stockholders of TTI
Industries, Incorporated, a Texas corporation, in connection with the proposed
distribution by TTI to its stockholders of approximately 1,000,080 shares of our
common stock. TTI has declared a dividend payable to holders of record of TTI
common stock at the close of business on [ , 2000]. For every share
of TTI common stock held, a TTI stockholder will receive [0.2455147] shares of
our common stock, rounded down to the nearest whole share. This stock dividend
will be distributed as soon as practicable after this registration statement
becomes effective. Even if our offering is terminated because we do not sell the
minimum number of shares, the distribution of our common stock by TTI to its
stockholders will occur.

No action is necessary on the part of the TTI stockholders to receive the
shares of our common stock that TTI proposes to distribute. TTI stockholders do
not need to pay any consideration to TTI or to us in connection with this
distribution. TTI stockholders do not need to surrender any shares of TTI common
stock to receive shares of our common stock to be distributed by TTI.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 TO READ ABOUT CERTAIN RISKS THAT YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

------------------------

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
PER SHARE OFFERING OFFERING
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Public offering price............. $1.50 $1,500,000 $4,500,000
Underwriting discounts and
commissions..................... $-- $-- $--
Proceeds, before expenses, to
us.............................. $1.50 $1,500,000 $4,500,000
</TABLE>

------------------------

THE DATE OF THIS PROSPECTUS IS , 2000.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PROSPECTUS SUMMARY.......................................... 1

RISK FACTORS................................................ 4

FORWARD-LOOKING STATEMENTS.................................. 7

TERMS OF THE OFFERING....................................... 7

TERMS OF THE DISTRIBUTION................................... 8

USE OF PROCEEDS............................................. 9

DIVIDEND POLICY............................................. 9

CAPITALIZATION.............................................. 10

DILUTION.................................................... 11

SELECTED FINANCIAL DATA..................................... 12

FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION......... 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 14

OUR BUSINESS................................................ 17

OUR MANAGEMENT.............................................. 22

CERTAIN TRANSACTIONS WITH MANAGEMENT........................ 23

PRINCIPAL STOCKHOLDERS...................................... 24

DESCRIPTION OF SECURITIES................................... 24

PLAN OF DISTRIBUTION OF OFFERED SHARES...................... 26

SHARES ELIGIBLE FOR FUTURE SALE............................. 27

LEGAL MATTERS............................................... 28

EXPERTS..................................................... 28

WHERE YOU CAN FIND MORE INFORMATION......................... 28

INDEX TO FINANCIAL STATEMENTS............................... F-1
</TABLE>

IMPORTANT INFORMATION

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.

------------------------

"Speed Release-Registered Trademark-" is a registered trademark and "Speed
Release Gun Lock-TM-" is a trademark of Speed Release Lock Company. This
prospectus also contains the trademarks and service marks of other companies
that are the property of their respective owners.

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<PAGE>
PROSPECTUS SUMMARY

BECAUSE THIS IS ONLY A SUMMARY, IT DOES NOT CONTAIN ALL THE INFORMATION THAT
MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY,
ESPECIALLY THE SECTION CAPTIONED "RISK FACTORS" AND THE FINANCIAL STATEMENTS AND
NOTES, BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.

OUR BUSINESS

We manufacture and sell the Speed Release Gun Lock, a reliable, safe, low
cost firearm lock designed to prevent the unauthorized use of firearms,
including unintentional discharge by children. Our product maximizes the user's
ability to operate the device quickly in an emergency situation through the use
of instant keyless access, while at the same time prohibiting the unauthorized
use of the firearm.

The Speed Release Gun Lock is constructed of a high impact polymer and
securely covers the trigger guard of most guns and rifles with no modifications
to the firearm. It uses a fully programmable four-digit security code with over
38,000 potential combinations. Once locked around the trigger and trigger guard
of a firearm, the lock will not release until the correct code is entered on the
lighted touchpad. To prevent tampering, the Speed Release Gun Lock automatically
shuts down for fifteen minutes after six incorrect codes have been entered.

OUR MARKET OPPORTUNITY

There are two categories of products currently available that reduce the
risk of firearm misuse--gun safes and gun locks. While firearm safes offer a
high level of security from both theft and unauthorized use, they are relatively
expensive and do not allow for immediate access in a situation requiring
emergency availability of a weapon for personal protection. Other gun locks
available today include keyed locks, tumbler locks, ring locks, as well as gun
locks that require a large financial expenditure and extensive gun modification.
Locks requiring a key or ring to unlock them may not permit ready access or
safety, as the key or ring may be lost, or may be found by an unauthorized user.
Locks requiring gun modification can be costly, demand technical knowledge to
operate, and increase the number of parts to be stocked by retailers and
dealers.

Because of the rise of firearm violence, the number of children involved in
violence, and accidents with handguns and rifles, there has been increased
interest in requiring measures to prevent unauthorized use of firearms. In 1999,
legislation was introduced in both the U.S. House of Representatives and the
Senate that would, if enacted into law, require a gun lock to be sold along with
every new firearm. Some states already require gun locks on newly purchased
firearms. In addition, a number of states have passed laws requiring firearm
owners to safely store their firearms and to prevent children from gaining
access to them. This type of legislation is likely to heighten awareness of
trigger-locking mechanisms like the Speed Release Gun Lock.

OUR GROWTH STRATEGY

Our objective is to be a leading provider of reliable, safe, cost-effective
firearm locks, and to develop additional consumer products based upon the Speed
Release Gun Lock, such as bicycle locks, luggage locks, boat locks, and ski
locks. We intend to pursue this objective by:

- capitalizing on present, pending and proposed state and federal
legislation requiring gun locks and other firearm safety devices;

- expanding our sales and marketing efforts;

- increasing our inventory and strengthening our relationship with
distributors, retailers and manufacturers; and

- continuing to provide high levels of consumer satisfaction.

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<PAGE>
Our principal executive offices are located at 2603 Southwell, Suite 103,
Dallas, Texas 75229, and our telephone number is (972) 488-6848. Our website
address is www.speedreleasegunlock.com. The information contained in our website
does not constitute part of this prospectus.

THE OFFERING AND THE DISTRIBUTION

<TABLE>
<S> <C>
Common stock outstanding.................. 10,000,080 shares

Common stock being offered by us.......... 3,000,000 shares (maximum)
1,000,000 shares (minimum)

Offering price............................ $1.50 per share

Common stock to be outstanding after the
offering................................ 13,000,080 shares (maximum)
11,000,080 shares (minimum)

Common stock being distributed by TTI to
its stockholders........................ 1,000,080 shares

Use of proceeds........................... We intend to use the net proceeds of
this offering for inventory; sales and
marketing; research and development; and
working capital and general corporate
purposes. The distribution of our shares
by TTI to its stockholders will not
result in any proceeds to us.

Risk factors.............................. This investment involves a high degree
of risk. You should purchase shares only
if you can afford a complete loss of
your investment.
</TABLE>

2
<PAGE>
SUMMARY FINANCIAL DATA

The following summary financial data has been derived from our audited and
unaudited financial statements and the notes to those statements included in
this prospectus beginning on page F-1. You should read the following summary
financial data together with the sections of this prospectus entitled "Selected
Financial Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and notes thereto
included elsewhere in this prospectus.

All references to us in this prospectus concerning matters prior to
March 2000 refer to our predecessor, Speed Release Lock Company, a Texas
corporation. Net loss per share in the following table is based upon weighted
average common shares outstanding of 10,000,080 and has been restated to reflect
our present capitalization.

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
YEAR ENDED DECEMBER 31, (AUGUST 29, 1996)
----------------------------------- THROUGH
1997 1998 1999 DECEMBER 31, 1999
----------- --------- --------- ------------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.................................. $ 87,192 $ 217,634 $ 175,027 $ 479,853
Cost of sales.............................. 73,139 203,405 215,769 492,313
General and administrative expenses........ 1,228,244 602,841 787,107 2,713,650
----------- --------- --------- -----------
Operating loss............................. (1,214,191) (588,612) (827,849) (2,726,110)
----------- --------- --------- -----------
Other income (expense)..................... (120,743) (108,747) (153,500) (382,990)
----------- --------- --------- -----------
Net loss................................... $(1,334,934) $(697,359) $(981,349) $(3,109,100)
=========== ========= ========= ===========
Net loss per share......................... $ (.13) $ (.07) $ (.10)
=========== ========= =========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1998 1999
------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Current assets......................................... $ 277,743 $ 252,614 $ 583,823
Property, plant and equipment, net..................... 74,618 42,147 47,563
Total assets........................................... 422,431 390,507 698,898
Total liabilities...................................... 1,842,823 1,583,258 1,612,216
Retained earnings (accumulated deficit)................ (95,458) (2,127,751) (3,109,100)
Total stockholders' equity (deficit)................... (1,420,392) (1,192,751) (913,318)
</TABLE>

3
<PAGE>
RISK FACTORS

YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS AND ALL OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE YOU DECIDE WHETHER TO PURCHASE
OUR COMMON STOCK. INVESTING IN OUR COMMON STOCK IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS, AS WELL AS OTHER RISKS AND
UNCERTAINTIES THAT ARE NOT YET IDENTIFIED OR THAT WE CURRENTLY BELIEVE ARE
IMMATERIAL, COULD HARM OUR BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS,
COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE AND COULD RESULT IN
A COMPLETE LOSS OF YOUR INVESTMENT. PLEASE SEE "FORWARD-LOOKING STATEMENTS"
IMMEDIATELY FOLLOWING THIS SECTION OF THE PROSPECTUS.

RISKS RELATED TO OUR BUSINESS

WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY.

Speed Release Lock Company is a Delaware company that was recently formed to
merge with Speed Release Lock Company, a Texas corporation formed in
August 1996. We are a development stage company with a limited history of
operations. Since August 1996 we have been engaged primarily in the development,
testing and initial marketing of the Speed Release Gun Lock, our sole product,
and in the development of a plan of operation for our business. Given our
limited operating history, it may be difficult for you to evaluate our
prospects. The likelihood of our success must be considered in light of the
uncertainties, expenses, difficulties and delays frequently encountered in
connection with the development of a new business.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT.

Since inception, we have incurred significant operating losses. As of
December 31, 1999, we had an accumulated deficit of approximately $3,109,100. We
incurred losses of $981,349 and $697,359 for the years ending December 31, 1999
and 1998, respectively. We cannot assure you that we will ever achieve or
sustain profitability or that our operating losses will not increase in the
future. If we do achieve profitability, we cannot be certain that we can sustain
or increase profitability in the future. If we are unable to do so and are
unable to raise additional capital, we could be required to discontinue
operations and you could lose the entire amount of your investment.

WE MAY NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

We have experienced negative cash flows from operations since our inception
and have financed our operations principally through capital contributions and
loans from our principal stockholder, Steve Bedowitz. We anticipate that the
proceeds from this offering, together with projected cash flows from operations
will be sufficient to fund our operations for the next twelve months.
Thereafter, we may be required to seek additional financing. We cannot be
certain we will be able to obtain additional financing on reasonable terms or at
all. If we are unable to obtain additional financing, we may not be able to
expand, develop our products or respond to favorable acquisition opportunities
and we may be forced to curtail our existing activities or cease operations. If
we do obtain additional financing through the issuance of additional equity
securities, your investment in us could be diluted. If we incur additional
indebtedness, we will be subject to many risks, including the possibility of
having insufficient cash flow for debt repayment.

WE HAVE OUTSTANDING DEBT AND IF WE ARE UNABLE TO GENERATE REVENUES OR OTHERWISE
FINANCE DEBT REPAYMENT WE COULD BE SUBJECT TO LAWSUITS OR JUDGMENTS.

We have outstanding debt of approximately $300,000 under a line of credit
and $10,000 under a note payable to the North Dallas Bank and Trust Co., which
matures in August of 2000. In addition, we have a note payable outstanding to
our principal stockholder, Steve Bedowitz, in the principal amount of $742,479
as of December 31, 1999. Our current rate of revenue generation is insufficient
to enable us to repay our

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indebtedness upon maturity. In the event some of this indebtedness is not
converted to equity or extended, and we are unable to otherwise finance our
payment of this indebtedness, we could become subject to lawsuits or judgments
that could adversely affect our ability to raise additional capital or to remain
viable.

OUR SUCCESS DEPENDS UPON MARKET ACCEPTANCE OF A SINGLE PRODUCT.

Until we develop new products, virtually all of our revenue will be derived
from the sale of the Speed Release Gun Lock. From our inception to December 31,
1999, our net sales of this product have totaled $479,853. We base our belief on
the existence of a large and expanding market for our product in part on
changing trends, including the recent publicity given to the need for gun safety
and the existence of legislative proposals requiring gun locks on all new guns
sold. If consumer demand does not develop, it will have a material adverse
affect on our business, prospects, financial condition and operating results. We
cannot assure you that either the Speed Release Gun Lock or any new product we
develop will attain market acceptance.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY RIGHTS IN OUR
TECHNOLOGY.

We have a U.S. patent to protect our rights in our electronic trigger
locking mechanism and a registered trademark to protect our rights in our "Speed
Release" mark. We believe these rights to be important to our success; however,
we cannot guarantee that we will have the resources to enforce them. Litigation
to enforce our rights, if necessary, will be expensive, divert management
resources and may not adequately protect our product. Our inability to protect
our proprietary technology could have a material adverse effect on our business.

OUR SUCCESS DEPENDS ON RETAINING OUR CURRENT KEY PERSONNEL AND ACQUIRING
ADDITIONAL PERSONNEL.

Our success will depend largely on the continuing efforts of our president,
Steve Bedowitz. Our business may be adversely affected if the services of
Mr. Bedowitz become unavailable to us. In addition, increasing the volume in
sales of our Speed Release Gun Lock will require the implementation of a
successful advertising and marketing plan. We will need to hire additional
qualified sales, advertising and marketing staff to enable us to achieve market
penetration with our product. We cannot assure you that we will be able to
successfully identify, attract, hire and retain additional personnel in a timely
and effective manner.

TTI STOCKHOLDERS MAY INCUR TAX LIABILITY ON SHARES DISTRIBUTED IN THE ABSENCE OF
LIQUIDITY IN SUCH SHARES.

The TTI stockholders may incur income tax liability as a result of the
distribution of our common stock. A public market for our common stock does not
currently exist. As a result, it may be difficult for persons receiving shares
in the distribution to sell shares of our common stock in order to cover any tax
liabilities that may result from the distribution.

RISKS RELATED TO OUR INDUSTRY

OUR PRODUCT WILL COMPETE WITH A NUMBER OF OTHER PRODUCTS THAT INCREASE GUN
SAFETY.

The Speed Release Gun Lock will compete with other types of gun locks
including simple key locks, and with gun safes and other products that promote
gun safety. While key locks do not offer the gun owner the ability to quickly
unlock the gun, many are less expensive than the $20-$30 current retail price
for our lock and therefore, such types of locks may be preferred by certain
consumers. Box locks and gun safes also do not contain our product's features;
however, our product will also compete with these products. Some of our
competitors have substantially greater resources than we do and have made
substantial investments in competing products. There can be no assurance that we
can compete against larger entities.

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<PAGE>
OUR PRODUCT COULD BE RENDERED OBSOLETE BY TECHNOLOGICAL ADVANCES OR EVOLVING
INDUSTRY STANDARDS.

In order to remain competitive, we must respond effectively to technological
changes by continuing to enhance and improve our product to incorporate emerging
or evolving standards and meet changing customer requirements. If we do not
enhance and improve our product, our sales and financial results could be
materially adversely affected and all or some portion of our inventory may be
rendered obsolete. Our operating results could fluctuate as a result of the
amount, timing and market acceptance of both the Speed Release Gun Lock and any
new products introduced by us or our competitors.

THE ENACTMENT OF GUN SAFETY LEGISLATION OR REGULATIONS COULD IMPACT OUR
BUSINESS.

The federal government is currently considering legislation that would
require the sale of a gun lock with every purchase of a handgun in the United
States. Several state governments have enacted legislation that requires a gun
lock to be sold with every new handgun. We cannot, however, rely upon the
passage of any type of gun safety legislation to create a market for our
product. Furthermore, the possibility exists that our product may not comply
with future regulations that may be imposed on gun locks. For example, state or
federal laws may require that all gun locks meet specifications that our product
may be unable to attain. Maryland has enacted legislation that requires all
handguns sold in that state beginning January 1, 2003 contain gun locks built
into the gun itself. Enactment of similar laws elsewhere could harm our future
sales.

RISKS ASSOCIATED WITH THE OFFERING

THIS OFFERING OF OUR SHARES WILL NOT BE UNDERWRITTEN.

This offering will not be underwritten, and there are no commitments to
purchase any of the offered shares, nor can we predict how many, if any, of the
shares will be sold. There may not be an orderly distribution network developing
for the shares. This may have a negative effect on the price of our securities
following this offering and on your liquidity in the shares. Further, we may
fail to raise sufficient funds in the offering to adequately cover our expenses
and permit us to implement any portion of our business plan.

THERE IS NO PUBLIC MARKET FOR OUR STOCK.

Prior to this offering and distribution, there was no public market for our
securities and we do not anticipate that such a market will develop as a result
of these issuances. Our securities are not listed on any stock exchange or on
the Nasdaq National Market System or SmallCap Market, nor do we meet the
eligibility requirements for any of these. No market makers currently make a
market in our securities. We do not expect that an active public market for our
stock will develop in the near future. With the lack of an active public market
for our stock, your ability to sell our securities will be limited and you could
be required to hold them for an indefinite period of time.

OUR DETERMINATION OF THE PUBLIC OFFERING PRICE WAS NOT BASED ON A MARKET PRICE.

Because there has been no prior public trading market for our common stock,
the initial public offering price of the common stock has been determined by us
and is not necessarily related to our asset value, net worth or other criteria
of value. The factors considered in determining the offering price include an
evaluation by management of the history and prospects for the industry in which
we compete and our earnings prospects.

ADDITIONAL SALES PRACTICES IMPOSED UPON BROKER-DEALERS THAT SELL LOW PRICED
SECURITIES COULD ADVERSELY AFFECT THE MARKET FOR OUR SHARES.

The Securities and Exchange Commission has adopted regulations concerning
low priced securities or "penny stocks." The regulations define a penny stock to
be any equity security that has a market price (as

6
<PAGE>
defined) of less than $5.00 per share, subject to certain exceptions. For
transactions covered by these regulations, a broker-dealer intending to sell to
persons other than established customers or accredited investors must make a
special suitability determination for the purchaser and must have received the
purchaser's written consent to the transaction prior to the sale. These
additional burdens may discourage broker-dealers from effecting transactions in
our common stock and could limit our market liquidity and your ability to sell
in the secondary market. In addition, it is unlikely that any bank or financial
institution will accept penny stock as collateral.

WE DO NOT INTEND TO REGISTER THIS OFFERING IN ALL OF THE STATES.

We will register this offering in a limited number of states, which will
make it difficult or impossible for you to resell our stock in states in which
the offering is not registered.

OUR PRINCIPAL STOCKHOLDER WILL RETAIN VOTING CONTROL FOLLOWING THE OFFERING AND
DISTRIBUTION.

Upon completion of the offering and the distribution, assuming all of the
offered shares are sold, Steve Bedowitz, our President and largest stockholder,
will own an aggregate of 8,100,000 shares of common stock, representing a total
of approximately 62.3% of our outstanding common stock. As a result,
Mr. Bedowitz will be in a position to determine the outcome of elections of our
directors and many other matters requiring the vote of our stockholders.

THE LIQUIDITY OF OUR COMMON STOCK IS UNCERTAIN BECAUSE IT HAS NOT BEEN PUBLICLY
TRADED.

There has not been a public market for our common stock. We cannot predict
the extent to which investor interest in our company will lead to the
development of an active, liquid trading market. Active trading markets
generally result in lower price volatility and more efficient execution of buy
and sell orders for investors. The initial public offering price may bear no
relationship to the price at which the common stock will trade upon completion
of this offering. See "PLAN OF DISTRIBUTION OF OFFERED SHARES" for a discussion
of the factors considered in determining the initial public offering price.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. Some of these statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by the use of forward-looking words such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. You should read statements that contain these words carefully
because they discuss our future expectations, certain projections of our future
results of operations or financial condition or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to you. However, there may be events in the future that we cannot
accurately predict or control. The factors listed above in the section captioned
"Risk Factors," as well as cautionary language in this prospectus, provide
examples of risks and uncertainties that could cause our actual results to
differ materially from those we expect as described by these forward-looking
statements. Before you invest in our shares, you should be aware that the
occurrence of events described in these risk factors and elsewhere in this
prospectus could have a material adverse effect on our business, operating
results and financial condition.

TERMS OF THE OFFERING

OFFERING PRICE

Each share of common stock sold in the offering is priced at $1.50.
Purchasers are required to purchase a minimum of 100 shares. Therefore, each
purchaser of shares in this offering will purchase at least $150 of our common
stock.

7
<PAGE>
SHARES OFFERED; THE OFFERING

We are offering a total of 3,000,000 shares for sale in the offering. The
shares will be offered exclusively by our officers and directors without the
payment of any sales commissions or any other fees to any person. The offering
period will terminate on the earlier to occur of (i) the close of business on
or (ii) the date all of the shares in the offering are sold,
provided that we may extend the offering period once for a maximum of 30
additional days. The offering is conditioned upon the sale of at least 1,000,000
shares. Until 1,000,000 shares have been sold, all proceeds from the offering
will be held in escrow. There can be no assurance that any or all of the shares
will be sold in the offering. SUBSCRIPTIONS FOR SHARES WILL BE IRREVOCABLE. See
"PLAN OF DISTRIBUTION OF OFFERED SHARES."

TERMS OF THE DISTRIBUTION

BACKGROUND AND REASONS FOR THE DISTRIBUTION

On October 5, 1999, we entered into a Stock Purchase and Exchange Agreement
with TTI Industries, Incorporated and Mr. Steve Bedowitz. Pursuant to this
agreement, among other things, (i) Mr. Steve Bedowitz, our president and
majority stockholder, purchased an option for $40,000, which is exercisable upon
60 days prior written notice, to purchase 165,000 shares of TTI's common stock
at a purchase price of $.01 per share; (ii) TTI acquired 10% of our common stock
in exchange for 9.9% of TTI's common stock; (iii) TTI obtained the right for a
period of 180 days to demand that we file, at our expense, this registration
statement with the Securities and Exchange Commission with respect to the shares
of our common stock owned by TTI, provided however, that TTI, in exercising this
right, is limited to distributing those shares only to its stockholders (and may
not sell these shares in the open market); and (iv) if TTI had not exercised its
right to demand registration within 180 days from the date of the Stock Purchase
and Exchange Agreement, we could have rescinded the transaction and reacquired
our shares in return for the TTI shares we acquired. TTI timely notified us that
it was exercising its rights to demand registration and requested that we file
this registration statement with respect to these shares. We have therefore
taken steps to register the proposed distribution by TTI to its stockholders of
up to 1,000,080 shares of our common stock currently held by TTI, including the
filing of this prospectus and the accompanying registration statement with the
Securities and Exchange Commission.

MANNER OF EFFECTING THE DISTRIBUTION

TTI currently holds 1,000,080 shares of our common stock. TTI has declared a
dividend payable to the holders of record of TTI's common stock at the close of
business on , 2000. As of such date, there were [4,073,401] shares
of TTI common stock outstanding. The dividend will result in TTI stockholders
receiving [0.2455147] shares of our common stock, rounded down to the nearest
whole share, for every share of TTI common stock held by them. This ratio was
selected in order to achieve as closely as possible TTI's goal of distributing
all of our shares held by TTI and will result in the distribution of
approximately 1,000,080 shares. We expect the stock dividend to be effected by
TTI on or about , 2000. TTI will notify us or , which
will act as our transfer agent, as to the names and holdings of each new
shareholder of record. Our transfer agent will begin to mail certificates
representing shares of our common stock to the TTI stockholders entitled to the
distribution, as soon as practicable after the effective date of this
registration statement.

In the distribution, TTI will distribute all but a few of the shares of our
common stock now held by it to its stockholders. TTI stockholders will not pay
any consideration to TTI or to us in connection with this distribution nor do
they need to surrender any shares of TTI common stock to receive their shares of
our common stock. This distribution will not result in any proceeds to us.

8
<PAGE>
USE OF PROCEEDS

THE OFFERING. We estimate that our net proceeds from the sale of the common
stock will be approximately $1,305,000 if the minimum number of shares offered
(1,000,000) the ("Minimum Offering") is sold and $4,305,000 if the maximum
number of shares offered (3,000,000) (the "Maximum Offering") is sold, after
deducting estimated offering expenses of $195,000. The primary purposes of the
offering are as follows:

- to manufacture inventory;

- to expand our sales and marketing activities;

- to conduct research and development;

- to retire our $300,000 bank indebtedness;

- to create a public market for our common stock; and

- to facilitate our future access to public capital markets.

We intend to use the net proceeds from this offering as follows:

<TABLE>
<CAPTION>
APPLICATION OF APPLICATION OF
NET PROCEEDS FROM NET PROCEEDS FROM
MINIMUM OFFERING MAXIMUM OFFERING
--------------------- ---------------------
AMOUNT PERCENT AMOUNT PERCENT
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Inventory........................... $ 150,000 11.5% $ 350,000 8.1%
Sales and marketing................. 475,000 36.4% 2,405,000 55.9%
Repayment of indebtedness........... 300,000 23.0% 300,000 7.0%
Research and development............ 230,000 17.6% 650,000 15.1%
Working capital and general
corporate purposes................ 150,000 11.5% 600,000 13.9%
---------- ----- ---------- -----
Total........................... $1,305,000 100.0% $4,305,000 100.0%
========== ===== ========== =====
</TABLE>

The table above represents our best estimate of the allocation of the net
proceeds of the offering, based upon the current status of our operations, our
current plans and current economic conditions. The amount and timing of
expenditures will vary depending upon a number of factors, including progress of
our operations, technical advances, terms of collaborative arrangements and
changes in competitive conditions. We reserve the right to change the amount of
the net proceeds that will be used for any purpose to the extent that management
determines that a change is advisable. Accordingly, management will have broad
discretion regarding the application of the net proceeds of the offering.

Pending application of the net proceeds of the offering, we intend to invest
the net proceeds in short-term, interest bearing investments, such as bank
certificates of deposit, United States government obligations and money market
instruments.

THE DISTRIBUTION. In the distribution, TTI will distribute almost all of
its shares of our common stock to its stockholders. TTI stockholders do not need
to pay any consideration to TTI or to us in connection with this distribution
nor do they need to surrender any shares of TTI common stock to receive their
shares of our common stock. This offering will not result in any proceeds to us
and the distribution of the shares will not produce any additional capital for
us.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock, and
we do not anticipate paying cash dividends on our common stock in the
foreseeable future. Our current policy is to retain earnings to finance our
operations and fund the development and growth of our business. Future
declaration and payment of dividends, if any, will be determined based on the
then-current conditions, including our earnings, operations, capital
requirements, financial condition, and other factors the board of directors
deems relevant.

9
<PAGE>
CAPITALIZATION

The following table sets forth our capitalization at December 31, 1999, and
as adjusted to give effect to the sale of the Minimum Offering and the Maximum
Offering, after deducting estimated offering expenses. Shares of common stock
outstanding have been restated to reflect our present capitalization. This table
should be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
AS ADJUSTED
-------------------------
ACTUAL MINIMUM MAXIMUM
DECEMBER 31, 1999 OFFERING OFFERING
------------------ ----------- -----------
<S> <C> <C> <C>
Long-term liabilities, less current portion......... $ 2,530 $ 2,530 $ 2,530
----------- ----------- -----------
Stockholders' equity (deficit)
Preferred stock, $.001 par value (no shares
authorized, issued or outstanding at
December 31, 1999).............................. -- -- --
Common stock, $.001 par value (25,000,000 shares
authorized, 10,000,080 shares issued and
outstanding at December 31, 1999; 11,000,080
shares issued and outstanding as adjusted for
the Minimum Offering; 13,000,080 shares issued
and outstanding as adjusted for the Maximum
Offering)....................................... 10,000 11,000 13,000
Additional paid-in capital........................ 1,908,697 3,213,697 6,213,697
Net unrealized appreciation on available-for-sale
securities, net of deferred income tax of
$142,741........................................ 277,085 277,085 277,085
Accumulated deficit............................... (3,109,100) (3,109,100) (3,109,100)
----------- ----------- -----------
Total stockholders' equity (deficit)............ (913,318) 392,683 3,394,682
----------- ----------- -----------
Total capitalization............................ $ (910,788) $ 395,212 $ 3,397,212
=========== =========== ===========
</TABLE>

10
<PAGE>
DILUTION

Our deficit in net tangible book value at December 31, 1999 was
approximately $972,929, or $0.10 per share of common stock. Deficit in net
tangible book value per share represents the amount of our total tangible assets
less total liabilities, divided by the total number of shares of common stock
outstanding. Dilution per share represents the difference between the offering
price of $1.50 per share and the net tangible book value per share of common
stock, as adjusted, immediately after this offering.

After giving effect to the sale of the Minimum Offering and after deducting
estimated offering expenses, our pro forma net tangible book value at
December 31, 1999 would have been $332,071, or $0.03 per share. This represents
an immediate increase in pro forma net tangible book value of $0.13 per share to
existing stockholders and an immediate dilution of $1.47 per share, or
approximately 98% of the offering price, to investors purchasing shares of
common stock in the Minimum Offering.

After giving effect to the sale of the Maximum Offering and after deducting
estimated offering expenses, our pro forma net tangible book value at
December 31, 1999 would have been $3,332,071, or $0.26 per share. This
represents an immediate increase in pro forma net tangible book value of $0.36
per share to existing stockholders and an immediate dilution of $1.24 per share,
or approximately 83% of the offering price, to investors purchasing shares of
common stock in the Maximum Offering.

The following tables illustrate this per share dilution at December 31,
1999:

<TABLE>
<CAPTION>
MINIMUM OFFERING
- ----------------
<S> <C> <C>
Initial public offering price............................... $1.50
Net tangible book value (deficit) before the Minimum
Offering................................................ $(.10)
Increase attributable to new investors.................... .13
-----
Adjusted pro forma net tangible book value after the Minimum
Offering.................................................. .03
-----
Dilution per share to new investors......................... $1.47
=====
MAXIMUM OFFERING
- ------------------------------------------------------------
Initial public offering price............................... $1.50
Net tangible book value (deficit) before the Maximum
Offering.................................................. $(.10)
Increase attributable to new investors...................... 0.36
-----
Adjusted pro forma net tangible book value per share after
the Maximum Offering...................................... .26
-----
Dilution per share to new investors......................... $1.24
=====
</TABLE>

The following tables summarize on a pro forma basis at December 31, 1999,
the number of shares of common stock purchased from us, the total consideration
paid to us and the average price per share paid to us by existing stockholders
and by investors purchasing shares of common stock in the Minimum Offering and
the Maximum Offering, before deducting estimated offering expenses:

<TABLE>
<CAPTION>
MINIMUM OFFERING
----------------
SHARES PURCHASED TOTAL CONSIDERATION
--------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- -------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders.................... 10,000,080 90.9% $1,918,697 56.1% $0.19
New investors............................ 1,000,000 9.1% 1,500,000 43.9% 1.50
---------- ----- ---------- -----
Total................................ 11,000,080 100.0% $3,418,697 100.0%
========== ===== ========== =====
</TABLE>

<TABLE>
<CAPTION>
MAXIMUM OFFERING
----------------
SHARES PURCHASED TOTAL CONSIDERATION
--------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- -------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders.................... 10,000,080 76.9% $1,918,697 29.9% $0.19
New investors............................ 3,000,000 23.1% $4,500,000 70.1% 1.50
---------- ----- ---------- -----
Total................................ 13,000,080 100.0% $6,418,697 100.0%
========== ===== ========== =====
</TABLE>

11
<PAGE>
SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
financial statements, the notes to such statements and the information under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on page 14 of this prospectus. The statement of operations
data for the years ended December 31, 1999, 1998 and 1997 and for the period
from inception (August 29, 1996) through December 31, 1999 and the balance sheet
data at December 31, 1999 and 1998 are derived from our audited financial
statements included elsewhere in this prospectus. The selected financial data at
December 31, 1997 is unaudited and reflect all adjustments necessary for a fair
presentation of that data.

<TABLE>
<CAPTION>
INCEPTION
YEAR ENDED DECEMBER 31, (AUGUST 29, 1996)
----------------------------------- THROUGH
1997 1998 1999 DECEMBER 31, 1999
----------- --------- --------- ------------------
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues................................. $ 87,192 $ 217,634 $ 175,027 $ 479,853
Cost of revenues......................... 73,139 203,405 215,769 492,313
----------- --------- --------- -----------
Gross profit............................. 14,053 14,229 (40,742) (12,460)

Selling, general, and administrative
expenses............................... 1,228,244 602,841 787,107 2,713,650
----------- --------- --------- -----------
Operating income (loss).................... (1,214,191) (588,612) (827,849) (2,726,110)
Interest expense........................... (120,818) (111,906) (154,027) (386,751)
Other income (expense)..................... 75 3,159 527 3,761
----------- --------- --------- -----------
Net income (loss).......................... $(1,334,934) $(697,359) $(981,349) $(3,109,100)
=========== ========= ========= ===========
Net loss per share(1)...................... $ (.13) $ (.07) $ (.10)
=========== ========= =========
</TABLE>

- ------------------------

(1) Based upon weighted average common shares outstanding of 10,000,080.
Restated to reflect our present capitalization.

12
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

TTI's distribution of our common stock will be a taxable event for federal
income tax purposes both for TTI and its stockholders. TTI will recognize
taxable gain in an amount equal to the excess of the fair market value of the
shares of our stock distributed over TTI's adjusted tax basis of the distributed
shares at the time of the distribution.

The distribution of common stock to a TTI shareholder will be treated as
follows (based on the fair market value of the common stock at the time of
distribution): (i) first, as a dividend taxable as ordinary income, to the
extent of the shareholder's share of any accumulated earnings and profits of TTI
for prior years or any earnings and profits of TTI for the current year
(computed as of the close of the taxable year of the distribution and without
diminution by reason of distributions made during the current taxable year);
(ii) second, as a tax-free return of capital, to the extent of the shareholder's
tax basis of his stock in TTI; and (iii) third, as gain from the sale or
exchange of property. The tax basis of each share of our stock received by a
shareholder of TTI generally will be equal to the fair market value of the stock
received by the holder. The holding period for our stock to a TTI shareholder
will commence on the distribution date.

A corporation which is a shareholder of TTI generally will be entitled
(subject to special rules, including those set forth in Sections 246 and 1059 of
the Internal Revenue Code of 1986, as amended) to a deduction in an amount equal
to 70% of the fair market value of our stock received by the corporation in the
distribution. Special tax rules may apply with respect to shares of our stock
received in the distribution by any shareholder of TTI which has a special
status (E.G., a tax-exempt entity or a foreign person or entity).

TTI will comply with applicable tax reporting (E.G., Form 1099-DIV) and tax
withholding rules (for those TTI shareholders, if any, subject to backup
withholding on dividends) with respect to the distribution of our stock.

The shareholders of TTI should consult their own tax advisors with respect
to the federal, state and local tax consequences of the distribution as they
relate to their personal tax situations.

13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results
of operations should be read in conjunction with our financial statements and
the notes to the financial statements and the other financial information
included elsewhere in this registration statement. In addition to historical
information, this Management's Discussion and Analysis of Financial Condition
and Results of Operations and other parts of this prospectus contain
forward-looking information that involves risks and uncertainties. Our actual
results could differ materially from those anticipated by forward-looking
information as a result of certain factors, including but not limited to those
set forth under "Risk Factors" and elsewhere in this prospectus.

PLAN OF OPERATION

Speed Release Lock Company was organized in the State of Delaware in March
of 2000 for the purpose of merging with Speed Release Lock Company, a Texas
corporation formed in 1996. References to us concerning matters prior to
March 2000 refer to the Texas company which was merged with and into the
Delaware company in March 2000. Both of these companies are sometimes referred
to as "the Company" in the following discussion. Speed Release (Texas) was
incorporated by our principal stockholder, Steve Bedowitz, in 1996. We
subsequently acquired Trigger Block, Inc., a company founded by Jeff Cady, the
creator of the Speed Release Gun Lock. In 1997, we began the manufacture and
sale of the Speed Release Gun Lock, a keyless, programmable, trigger lock that
fits most firearms. We sell the Speed Release Gun Lock through catalogs and
retail establishments as well as to law enforcement groups.

We have not been profitable since inception and expect to incur substantial
operating losses over the next twelve months. For the period from inception
(August 29, 1996) to December 31, 1999, we incurred a cumulative net loss of
approximately $3,109,100 and expect that we will generate losses in the future.

Our plan of operation for the twelve months following the completion of this
offering will consist of activities aimed at:

- developing additional consumer products based upon the Speed Release Gun
Lock, such as bicycle locks, luggage locks, boat locks and ski locks;

- expanding our sales and marketing efforts; and

- increasing our inventory and strengthening our relationship with our
distributors, retailers, and manufacturers.

RESULTS OF OPERATIONS

GENERAL. In light of our limited operating history and insignificant total
net revenues to date, we believe that period-to-period comparisons of our
revenues and operating results, including our gross profit and operating
expenses as a percentage of total net revenues, are not necessarily meaningful
and should not be relied upon as indications of future performance.

COMPARISON OF YEARS ENDED DECEMBER 31, 1999, DECEMBER 31, 1998, AND
DECEMBER 31, 1997

NET REVENUES. Our net revenues for the years ended December 31, 1999, 1998
and 1997 were respectively $175,027, $217,634 and $87,192. These net revenues
were the result of sales of our Speed Release Gun Lock. During 1998, our
revenues increased $130,442 over 1997, due primarily to a complete year of
sales. Our product was not available for sale until July 1997. Net revenues
decreased during 1999 by $42,607 due primarily to a price decrease to one of our
major retailers and our distributors.

COST OF PRODUCT SALES. Cost of product sales increased from $73,139 for the
year ended December 31, 1997 to $203,405 for the year ended December 31, 1998
due principally to increased sales. Cost of product

14
<PAGE>
sales further increased to $215,769 for the year ended December 31, 1999. These
increases were principally the result of costs associated with product
improvements.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased from $1,228,244 for the year ended December 31, 1997 to $602,841 for
the year ended December 31, 1998. The decrease was due primarily to a decrease
in salaries, rent and overhead expenses. These expenses increased to $787,107
for the year ended December 31, 1999 due primarily to salaries and business
travel expenses, and a writedown of parts and equipment that could not be used
after the rework of the lock in 1999.

INTEREST EXPENSE. Interest expense decreased from $120,818 for the year
ended December 31, 1997 to $111,906 for the year ended December 31, 1998, due to
a reduction in outstanding debt. Interest expense increased to $154,027 for the
year ended December 31, 1999. This fluctuation in interest expense was
attributable primarily to the conversion into a capital contribution of $925,000
of indebtedness previously due to our principal stockholder.

NET LOSS. For the year ended December 31, 1999, our net loss was $ 981,349
or $.10 per share of common stock, as compared to $697,359 or $.07 per share of
common stock, for the year ended December 31, 1998. The increased loss in 1999
was primarily attributable to the increased cost of sales and general and
administrative expenses described above. Net loss for 1997 was $1,334,934 or
$.13 per share of common stock due primarily to general and administrative
expenses and start-up expenses.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our operations primarily loans from our
principal stockholder, Steve Bedowitz, totaling, in the aggregate advances of
$2,785,844 from the Company's inception through December 31, 1999. Of this
amount, Mr. Bedowitz forgave $925,000 in 1998, which was reflected as a capital
contribution, canceled $900,000 of this debt in 1999 in exchange for 15,000
shares of the Company's common stock, and received repayment of $218,365 of this
debt during 1999. The balance of the Company's indebtedness to Mr. Bedowitz as
of December 31, 1999 was $742,479.

At December 31, 1998, we had a stockholders' deficiency of $1,192,751, a
working capital deficiency of $1,319,718 and an accumulated deficit since
inception of $2,127,751. At December 31, 1999, we had a stockholders' deficiency
of $913,318, a working capital deficiency of $1,025,863 and an accumulated
deficit since inception of $3,109,100.

Net cash used in operating activities increased from a loss of $588,214 for
the year ended December 31, 1998 to $520,011 for the year ended December 31,
1999, resulting primarily from a decrease in inventory and increase in accrued
expenses.

Cash flows used in investing activities increased from $536 for the year
ended December 31, 1998 to $14,439 for the year ended December 31, 1999
primarily resulting from purchases of inventory, molds and computer equipment.

Net cash provided by financing activities decreased to $535,393 for the year
ended December 31, 1999 from $577,247 for the year ended December 31, 1998. The
decrease was due primarily to a reduction of outstanding indebtedness.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1997, SFAS No. 130, REPORTING OF COMPREHENSIVE INCOME, was issued.
This statement requires that comprehensive income be reported in the basic
financial statements. Comprehensive income refers to the change in equity during
a period from transactions and events other than investments by and
distributions to owners. The Company adopted SFAS 130 during the first quarter
of 1998. The Company's only component of comprehensive income is the unrealized
appreciation on securities available-for-sale.

15
<PAGE>
In June 1997, SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION, was issued. This Statement requires that a public business
enterprise report financial and descriptive information about its reportable
operating segments. The Company adopted SFAS 131 during the first quarter of
1998. The implementation of this standard did not have any impact on the
financial position or disclosures of the Company or results of its operations.

In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES was issued. Required adoption of the statement was
subsequently deferred by SFAS No. 137 until July 1, 2000. SFAS 133 establishes
accounting and reporting standards for derivative instruments embedded in other
contracts and for hedging activities. The Company expects to adopt the standard
on July 1, 2000, and it is not expected to have a significant impact on the
financial statements.

FUNDING TO DATE

Since inception, we have financed our operations principally through capital
contributions and loans from Steve Bedowitz, which have been supplemented with
borrowings under a credit facility maintained with North Dallas Bank & Trust Co.
As of December 31, 1999, we had a working capital deficit of approximately
$1,025,863.

We maintain a $300,000 credit facility with North Dallas Bank & Trust Co.
consisting of a revolving line of credit. Borrowings under our revolving credit
facility bear interest at 7.52%. At April 1, 2000, our outstanding debt
(including interest) under the revolving credit facility was approximately
$303,300. This balance, along with additional interest, will be due and payable
on August 7, 2000.

In addition, we owe approximately $10,800 to North Dallas Bank & Trust Co.
under a promissory note entered into on January 10, 1997. This promissory note
was for $40,000 at a interest rate of 9.75% and was guaranteed by George M.
Boyd, Jr., the former President and CEO of Speed Release Texas.

FUTURE FUNDING

Our capital requirements depend on numerous factors, including market
acceptance of our products, the amount of resources we devote to investments in
our products, the resources we devote to marketing and selling our products and
other factors. We currently anticipate that the net proceeds of the Minimum
Offering plus our operating income will be sufficient to meet our anticipated
needs for working capital and capital expenditures for the next 12 months. Cash
requirements may vary and are difficult to predict due to the nature of the
developing markets we target.

If our operating income together with the proceeds of this Offering are not
sufficient to satisfy our financing needs, we will be required to seek
additional funding, although there can be no assurance that additional funds, if
required, will be available to us. Additional funding options include, but are
not limited to the following:

- Bank borrowings; and

- Additional public or private sales of our securities, including equity
securities.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We do not engage in trading market risk sensitive instruments and do not
purchase as investments, as hedges, or for purposes "other than trading"
instruments that are likely to expose us to market risk, whether it be from
interest rate, foreign currency exchange, commodity price or equity price risk.
We have not entered into any forward or futures contracts, purchased options or
entered into swaps.

16
<PAGE>
OUR BUSINESS

GENERAL

We are a recently formed Delaware corporation that merged with, and is the
successor to, Speed Release Lock Company, a Texas corporation formed in 1996.
References to us in this prospectus concerning matters prior to March 2000 refer
to our predecessor Texas corporation. We are a development stage company. We
have designed, patented and now manufacture and market a reliable, lighted
numerical-display gun trigger lock that prevents the use of the gun by
unauthorized users. The authorized user of the gun may obtain ready access by
entering a correct four-digit security code on the touchpad of the lock to
unlock it. Since 1997 we have been marketing the lock through catalogs and
directly to certain retail establishments and law enforcement agencies. Our
immediate goals are:

- To increase distribution of our lock with firearm wholesalers and
distributors, gun dealers and retail stores;

- To reduce our product's cost to the consumer;

- To introduce new locks to the line using existing Speed Release
technology, thus spreading operating costs, increasing profitability and
enhancing future acceptance in the retail industry; and

- To increase consumer awareness of the Speed Release Gun Lock brand.

PRODUCT

The Speed Release Gun Lock is a keyless, programmable, lighted
numerical-display trigger lock that fits the trigger guard of most firearms
without requiring any modifications to the firearm. Our lock uses a four digit
security code which the user programs into the lock. Once locked it will not
release until the correct code is entered onto a lighted touchpad that is easily
accessible on the face of the lock. As a result, use of the gun by any person
who does not know the security code is prevented. To further prevent tampering,
our lock shuts down for fifteen minutes after six incorrect codes have been
entered.

The touchpad of the Speed Release Gun Lock has five translucent buttons that
illuminate when activated. These buttons are large enough to allow the owner to
easily press them quickly in order to open the lock in an emergency situation.
There are over 38,000 programmable four-digit codes available for the lock,
making it extremely difficult to open without knowing the passcode that the
owner selects. Therefore, the Speed Release Gun Lock is resistant to
accidentally unlocking if handled by children or other unauthorized persons. It
is constructed of a high-density polymer called Celcon that is 14 times stronger
than die cast metal. Once the lock is in place, it is virtually tamper resistant
and can only be removed by entering the correct code, using extensive force,
defacing the weapon and/or lock, or shipping the firearm through a licensed
firearms dealer to our headquarters.

The Speed Release Gun Lock uses a nine volt battery that will last for at
least twelve months under normal use. The lock remains locked and the entry code
remains stored in the memory of the lock even if the battery becomes depleted.
The user can gain access the firearm once the batteries have been replaced and
the correct passcode has been entered. The lock currently retails for $20-$30.

MANUFACTURING

The injection molding for the lock is currently being produced in China by
Tomco Engineering. We purchase the electronic components from Arrow Electronics
of Minnesota. We believe that an ample supply of raw materials used in the
manufacture of our product is available from numerous sources.

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<PAGE>
INTELLECTUAL PROPERTY

We own United States patent number 5,713,149, which was issued in February
1998 for the "electronic trigger lock" on which the Speed Release Gun Lock is
based. We also own the registered trademark "Speed Release" for our electronic
gun trigger lock.

Our success and ability to compete is dependent on our ability to develop
and maintain the proprietary aspects of our technology and operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secrets, and copyright law and contractual restrictions
to protect the proprietary aspects of our technology. These legal protections
afford only limited protection for our technology.

Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets, to
determine the validity and scope of the proprietary rights of others or to
defend against claims of infringement or invalidity. Any such resulting
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on our business, operating results and
financial condition. There can be no assurance that our means of protecting our
proprietary rights will be adequate or that our competitors will not
independently develop similar technology. Any failure by us to meaningfully
protect our property could have a material adverse effect on our business,
operating results and financial conditions.

To date, we have not been notified that our product infringes the
proprietary rights of third parties, but there can be no assurance that third
parties will not claim infringement with respect to our current or future
products. Any such claims, with or without merit, could be time-consuming to
defend, result in costly litigation, divert management's attention and
resources, cause product shipment delays or require us to enter into royalty or
licensing agreements. Such royalty or licensing agreements, if required, may not
be available on terms acceptable to us or at all. A successful claim of product
infringement against us and our failure or inability to license the infringed
technology or develop or license technology with comparable functionality could
have a material adverse effect on our business, financial condition and
operating results.

MARKETING AND SALES

The potential market for our products includes owners of handguns, rifles
and shotguns. According to statistics provided by the American Firearms
Industry, half of all U.S. households own at least one gun. It is estimated that
there are well over 200 million guns in the United States. Its most recent
estimates indicate that there are 60 - 65 million handguns alone, owned by
approximately 30 - 35 million people. Each year the public purchases an average
of 2,500,000 additional handguns in the United States.

The market for the Company's products consists of owners of both new and
previously manufactured (or "retrofit") guns. These owners are being led to a
greater awareness of gun safety products by a number of recent actions and
events, including the pressure placed by President Clinton on Congress to enact
gun safety measures and the response by the Senate and House in proposing
legislation, the number of lawsuits against gun manufacturers and gun users, the
recent, highly publicized shootings by children who were able to gain access to
guns and the increase in state and local legislation and regulatory activity. In
March 1997, President Clinton directed all federal agencies to equip their
handguns with child safety locks.

The Company believes that these measures, together with state laws requiring
firearm owners to safely store firearms and to prevent children from gaining
access to them, will increase demand for our product among both current and
potential gun owners. We anticipate that gun owners will increasingly either be

18
<PAGE>
required to have or will desire to purchase some form of firearm safety product
and that the gun lock business will grow as a result.

Our advertising will be directed to increasing public awarness of the Speed
Release Gun Lock and the advantages of our product over the gun locks currently
on the market. We plan to distribute the Speed Release Gun Lock through
individual firearms dealers, national retailers, catalogs and the internet.

OUR COMPETITION

The Speed Release Gun Lock competes with a number of products that reduce
the risk of firearm misuse. These products include other types of gun locks and
gun safes. Some of these products are more widely known and less expensive than
the Speed Release Gun Lock.

KEY TRIGGER LOCKS/COMBINATION TRIGGER LOCKS.

The first trigger lock marketed was a built-in key lock. To use the gun, the
key must first be located, which might waste precious time in an emergency. In
addition, the gun may be used by anyone who can find the key, including curious
children. More recent versions of trigger locking devices use combination
padlocks or combination built-in locks. These combination locks are operated by
turning three wheels with numbers visible on the edge of each wheel. When the
numbers are properly lined up, the lock can be opened. Turning the wheels can be
difficult, however, and proper alignment is difficult to accomplish quickly or
in the dark. Another inexpensive trigger lock has no lock at all, but simply
clamps on the trigger guard by turning a security nut. These trigger locks have
the common failing that they cannot be opened quickly. Some of these locks are
less expensive than our lock, however, with retail prices of $5-$20. Despite
their failings, key locks presently dominate our industry.

GRIP LOCKS

Another type of lock used for handguns is the grip lock or gun safety lock.
This consists of a mechanical combination lock that when engaged locks the
"safety" of the handgun in the "no fire" position preventing the gun from being
fired. To unlock the gun, the user enters a combination by pressing
pre-programmed buttons the correct number of times. This lock is currently more
expensive than our trigger lock (average retail is $70-$90 plus installation),
and is available only for handguns.

MAGNETIC RING LOCKS.

These devices are contained in the frame of the handgun under the grip and
have a lever or levers that block the firing action of the gun. The gun remains
locked until a properly oriented magnet, usually contained in a ring worn on the
user's finger, is put near the magnet in the locking mechanism. The opposing or
attracting forces of the two magnets cause the locking lever to move out of the
way and allow the gun to be fired. These devices require modification to the gun
and must be installed by a gunsmith at an approximate cost of $350 to $400 per
gun. The gun owner is required to wear a magnet ring whenever he may want to use
his gun. These devices are currently available only for a limited number of
handgun models and have not gained any significant market share despite having
been generally available for a number of years.

BOX LOCKS.

Box locks and gun safes are effective security devices in limiting access to
guns. They are expensive, however, with the lowest priced models retailing for
$70-$90 and the more expensive selling for several hundred dollars. The size and
general unattractiveness of box locks result in many owners storing the box out
of sight and general accessibility. Therefore the box lock, and the gun stored
inside of it, may not be easily reached by the owner in an emergency. We
anticipate competition from these devices only among consumers that are not
concerned about quick access to their firearms.

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<PAGE>
SMART LOCKS

These are electronic locks that "read" a coded device worn by the user,
similar to a proximity reading device found in some security door locks. They
are very expensive, and questions have been raised related to their reliability.
To the best of our knowledge they are not yet widely available. While these
devices may have some applications of a very limited scope, we do not consider
these devices to be a competitive threat, due to their expense. They do not
appear to be adaptable to the retrofit market.

THE SPEED RELEASE GUN LOCK

We believe that we will be able to successfully compete with our competitors
because of the superior features of our product. The Speed Release Gun Lock is
easier to use in an emergency situation than these competing products because it
is easy to remove through a programmable code that only the owner of the firearm
knows. This makes access to the firearm efficient. Research has shown that most
gun owners want easy access to their firearms for personal protection. The Speed
Release Gun Lock provides easy access to a firearm in total darkness without
keys. It therefore meets the needs that customers have identified as important
in a firearm locking device. Prior trigger lock technology including keyed locks
and tumbler locks are seldom used to lock guns used for personal protection.
They are, however, used to lock guns that are stored away and not used except to
hunt and/or collect. In addition, conventional key and tumbler locks are often
purchased by firearm owners because they would rather pay less for a simple lock
than pay several hundred or thousands of dollars for a large safe or for
expensive modifications to their firearms. While the Speed Release Gun Lock is
slightly more expensive than some key locks, at $20-$30 per lock, it is still
easily affordable and provides a reasonable alternative.

LEGISLATION AND REGULATION

With the media coverage of the recent school shootings in places like
Littleton, Colorado; Paducah, Kentucky; and Springfield, Oregon, there is
increased attention focused on the access children have to firearms. This has
resulted in calls for legislation at both the state and federal level. One
suggested answer to the problem is to have trigger locks on all guns sold or
stored in the home.

PENDING FEDERAL LEGISLATION

The Senate passed the Senate Juvenile Justice Bill in May of 1999, that
would, among other things, require gun safety devices to be sold with all
handguns and would limit the liability of gun owners who use a gun lock if their
firearm is stolen and used to commit a crime. This same bill also would require
a three-day waiting period for handgun sales at gun shows. Congress is currently
negotiating compromise legislation that will likely incorporate provisions of
this bill and provisions of a House Juvenile Justice Bill also passed in the
summer of 1999. While there can be no assurances as to what terms the final
legislation will contain, several legislators and news commentators have
indicated that the primary obstacle to the adoption of final legislation is the
required waiting period for handgun sales at gun shows. According to a recent
CNN report, Senate Majority Leader Trent Lott proposed that Congress enact
certain segments of the juvenile justice bill that have broad support, including
requirements for child safety locks. This same report cited Senator Orrin Hatch
and Representatives Henry Hyde and John Congers as supporting compromise efforts
following President Clinton's call to end the impasse over the gun show
language.

CURRENT STATE LEGISLATION

The following seventeen states currently have "Child Access Prevention" or
"Safe Storage" laws: California, Connecticut, Delaware, Florida Hawaii, Iowa,
Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, North
Carolina, Rhode Island, Texas, Virginia, and Wisconsin. These laws generally
require that gun owners must take steps to prevent children from gaining access
or otherwise using firearms. Many of these states, including Florida, Illinois,
and Massachusetts, provide that the law does not

20
<PAGE>
apply to an owner who has secured the firearm with an adequate trigger locking
mechanism. Many states, including Florida, Minnesota, Texas and Massachusetts,
require gun dealers to post or otherwise provide gun purchasers with a written
warning about that state's child prevention access law. Connecticut and
Massachusetts laws go as far as to require gun dealers to sell trigger locks
with each gun purchase.

State governments appear to be taking the lead on instituting gun safety
laws. On April 3, 2000, both Maryland and Massachusetts implemented mandates
requiring, among other things, gun safety locks on all new handguns sold in the
state. Beginning October 1, 2000, Maryland will require all new handguns sold in
the state to have separate trigger locks. After January 1, 2003, Maryland will
require all new handguns sold in the state to include built-in trigger locking
devices. The Massachusetts gun safety regulations were imposed by the state's
attorney general under his office's consumer protection authority. Similar
measures have been implemented by the attorneys general of 34 other states, but
Massachusetts is the first to enact such a gun safety measure. With the
imposition of strict gun safety measures in these states, it is possible that it
will be the state governments, rather than the federal government, that imposes
the requirements on whether gun owners in individual states will be required to
use gun safety devices.

GUN LOCK REGULATION

As part of the call for increased firearm safety, our own industry may face
regulation at the state or federal level. There is no way to determine what
form, if any, gun lock legislation may take and whether the Speed Release Gun
Lock would comply with any future rules, regulations, or specifications which
might apply to our product. If the Speed Release Gun Lock does not meet with
regulatory approval, it might mean we would have to modify our product so that
it meets such future specifications. It is impossible to predict what these
kinds of mandated modifications might cost, whether any changes in the Speed
Release Gun Lock will affect our patent, and whether it would be possible to
modify our product to meet future requirements. For example, legislation
requiring all guns to include a safety lock that is built into the gun will make
our product less necessary. Even with legislation requiring that gun locks be
built into firearms, however, there remains the tens of millions of guns without
such devices, which will be able to use the Speed Release Gun Lock.

INDUSTRY SELF REGULATION.

Aside from legislative action, firearm manufacturers may initiate
self-regulatory measures in an attempt to prevent direct state or federal
regulation or other legal action. Firearm manufacturer Smith and Wesson, for
example, agreed on March 17, 2000 to install child trigger locks in its new guns
as part of a settlement agreement designed to prevent litigation initiated by
thirty cities and states, and possibly the federal government. Smith and Wesson
also agreed to develop smart-gun technology as part of this settlement. Such
self-regulatory measures, the manufacture of new guns with "built-in" locks, and
industry pressure to develop so-called "smart-gun technology" may have an impact
on the demand for the Speed Release Gun Lock.

EMPLOYEES

At May 2000, we had four full-time employees. We consider our relations with
our employees to be good.

PROPERTIES

We lease approximately 3,000 square feet of space in Dallas, Texas from
Public Industrial Property Co., Inc. under a one year lease agreement that
commenced on May 1, 2000. Our monthly rental payments under this lease are
$1,575. We believe this property is in generally good condition and is suitable
to carry on our business. We also believe that, if required, suitable
alternative or additional space will be available to use on commercially
reasonable terms.

LEGAL PROCEEDINGS

In the normal course of business, we may be subject to litigation. At
present, there is no legal proceeding pending against us.

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<PAGE>
OUR MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following individuals are our current directors and executive officers:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- --------
<S> <C> <C>
Steve Bedowitz............ 57 President, Secretary and Treasurer, and Director

Jan Zabcik................ 41 Chief Financial Officer
</TABLE>

STEVE BEDOWITZ--Steve Bedowitz founded and served as President of
AMRE, Inc., a New York Stock Exchange company engaged in the home remodeling
business, from 1981 until his retirement in 1991. Mr. Bedowitz founded Speed
Release in 1996. He has served as Chairman of the Board, Chief Executive Officer
and Secretary of Speed Release since 1996 and became President in 1997. For at
least the last five years, Mr. Bedowitz's principal occupation has been managing
his private investments.

JAN ZABCIK--Ms. Zabcik has served as our Chief Financial Officer, since
April 2000. From January 1999 until April 2000, Ms. Zabcik was self-employed as
a certified public accountant. From 1996 through 1998, she served as Tax
Director for Lumen Technologies, Inc. From October 1992 through December 1995,
she was employed by Banctec, Inc. as a Tax Manager.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION. The following table provides compensation information
for our chief executive officer. We had no executive officer whose total annual
salary and bonus exceeded $100,000 during the last three years. We will use the
term "named executive officer" to refer to Mr. Bedowitz later in this
prospectus.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------ ALL OTHER
YEAR SALARY BONUS COMPENSATION
-------- -------- -------- ------------
<S> <C> <C> <C> <C>
Steve Bedowitz........................... 1999 $96,000 $ -- $ --
1998 -- -- --
1997 -- -- --
</TABLE>

In accordance with the rules of the SEC, other compensation in the form of
perquisites and other personal benefits has been omitted for the named executive
officers whenever the aggregate amount of these perquisites and other personal
benefits was less than the lesser of $50,000 or 10% of the total of annual
salary and bonuses for each of the named executive officers each of 1997, 1998,
and 1999.

STOCK OPTIONS GRANTED. On April 17, 2000, the following stock options were
granted to our executive officers: Steve Bedowitz was granted an option to
purchase 500,000 shares of common stock at a purchase price of $1.50 per share.
These options will vest on October 17, 2000 and expire on April 17, 2010. Jan
Zabcik was granted a total of 150,000 options, all of which will vest on
October 17, 2000 and expire on April 17, 2010. One-half of these options can be
exercised at a purchase price of $1.00 per share, and the other one-half can be
exercised at a purchase price of $1.50 per share.

BOARD OF DIRECTORS

CLASSIFIED BOARD. We currently have one director. We plan to expand this
number to at least three within the next three months, at which time our
Certificate of Incorporation provides that our board will be divided into three
classes: Class A, whose term will expire at the annual meeting of the
shareholders to be held in 2001, Class B, whose term will expire at the annual
meeting of the shareholders to be held in 2002, and Class C, whose term will
expire at the annual meeting of the shareholders to be held in 2003.

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<PAGE>
The successors to directors whose term will expire will be elected to serve from
the time of election and qualification until the third annual meeting following
election or until that director's earlier resignation or removal. This
classification of the board of directors may have the effect of delaying or
preventing changes of control or management.

COMPENSATION OF DIRECTORS

Our directors do not currently receive directors' fees. Directors are
reimbursed for their reasonable out-of-pocket travel expenditures. Directors are
eligible to participate in our 2000 Omnibus Stock Option Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our board of directors fixes the compensation we pay to our executive
officers. Currently, Mr. Steve Bedowitz is our sole director. We have no
compensation committee interlocks or insider participation.

EMPLOYMENT AGREEMENT

On April 18, 2000, we entered into an Employment Agreement with Steve
Bedowitz to serve as our President. The agreement is effective through April 17,
2003, and will automatically renew for successive one year periods unless either
Mr. Bedowitz or we give notice of termination 60 days prior to the expiration of
the agreement. Under the agreement, Mr. Bedowitz receives an annual base salary
of $100,000 for 2000, which will be raised to $115,000 and $130,000 for 2001 and
2002, respectively. He is also entitled to an annual bonus to be payable, if at
all, in such amounts as the Board of Directors shall establish in its sole
discretion. Pursuant to the Employment Agreement, Mr. Bedowitz may be terminated
by us at any time for "cause," as defined in the agreement. In the event
Mr. Bedowitz is terminated "without cause" or leaves Speed Release for "good
reason," each as defined in the agreement, then Mr. Bedowitz will receive a
severance payment equal to the lesser of his salary for the remainder of his
term of employment or two years. If Mr. Bedowitz is terminated without cause or
with good reason within one year of a "change in control," then Mr. Bedowitz
will receive a severance package equal to two years of his salary at the time of
his termination.

2000 OMNIBUS SECURITIES PLAN

Effective April 17, 2000, we adopted a 2000 Omnibus Securities Plan that
permits us to issue up to 1,500,000 options to purchase our common stock to key
employees, officers, directors, and consultants of us and our affiliates at an
exercise price equal to no less than the fair market value of our common stock
as of the date of grant. This plan will be administered by our Board or a Stock
Plan Committee appointed by the Board.

CERTAIN TRANSACTIONS WITH MANAGEMENT

We have adopted a policy requiring that any material transactions between us
and others affiliated with our officers, directors or principal stockholders be
on terms no less favorable to us than reasonably could have been obtained in
arm's-length transactions with independent third parties.

On April 18, 2000 we signed a Convertible Promissory Note in favor of Steve
Bedowitz, our president and principal stockholder, in the amount of $1,134,763.
The note memorializes our outstanding balance due to Mr. Bedowitz for loans made
to us from inception through April 18, 2000, is payable on demand, bears
interest at the rate of 10%, and is convertible at the option of the holder, in
whole or in part, into shares of our common stock, at a price of $1.50 per
share. On January 1, 1998, Mr. Bedowitz forgave $925,000 of the total amount he
had advanced to us as of that date, which is reflected as a capital contribution
in the financial statements which are included with this prospectus. On
November 5, 1999, Mr. Bedowitz received 5,400,000 shares of our common stock in
exchange for the cancellation of $900,000 of the indebtedness we owed to him.

23
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of our common stock as of December 31, 2000, and as adjusted to
reflect the sale of the minimum and maximum number of shares of common stock
offered by this prospectus and the distribution by TTI to its stockholders, by:

- each of our named executive officers and directors;

- all of our executive officers and directors as a group; and

- each person, or group of affiliated persons, known to us to own
beneficially more than 5% of our common stock.

Unless otherwise noted in the footnotes to the table and subject to
community property laws where applicable, the following individuals have sole
voting and investment control with respect to the shares beneficially owned by
them. The address of each executive officer and director is c/o Speed Release
Lock Company, 2603 Southwell, Suite 103, Dallas, Texas 75229.

We have calculated the percentages of shares beneficially owned based on
10,000,080 shares of common stock outstanding before this offering, 11,000,080
shares of common stock outstanding after the Minimum Offering and 13,000,080
shares of common stock outstanding after the Maximum Offering. An asterisk
indicates ownership of less than one percent.

<TABLE>
<CAPTION>
PERCENTAGE OF OWNERSHIP
------------------------------------------
NUMBER OF AFTER THE AFTER THE
SHARES BEFORE THE MINIMUM MAXIMUM
BENEFICIALLY OFFERING AND OFFERING AND OFFERING AND
PERSON OR GROUP OWNED DISTRIBUTION DISTRIBUTION DISTRIBUTION
- --------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS AND DIRECTORS:
Steve Bedowitz............................... 8,100,000 81.0% 77.1% 62.3%
Jan Zabcik................................... -- -- -- --
All executive officers and directors as a
group (2 persons)

BENEFICIAL OWNERS OF 5% OR MORE OF OUR
OUTSTANDING COMMON STOCK:
TTI Industries, Incorporated................. 1,000,080 10.0% * *
Jeffrey A. Cady.............................. 792,000 7.9% 7.5% 6.1%
</TABLE>

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 25,000,000 shares of common stock,
par value $.001 per share, of which 10,000,080 shares are currently outstanding,
and 10,000,000 shares of preferred stock, par value $.01 per share, of which
there are no shares currently outstanding. If the Minimum Offering is completed,
we will have 11,000,080 shares of common stock, and no shares of preferred
stock, issued and outstanding. If the Maximum Offering is completed, we will
have 13,000,080 shares of common stock, and no shares of preferred stock, issued
and outstanding.

COMMON STOCK

The holders of common stock are entitled to one vote per share on all
matters voted on by the stockholders, including the election of directors.
Except as otherwise required by law or provided in any resolution adopted by the
Board of Directors with respect to any series of preferred stock, the holders of
common stock exclusively possess all voting power. The holders of common stock
are entitled to such dividends as may be declared from time to time by the Board
of Directors from funds available for distribution to such holders. No holder of
common stock has any preemptive right to subscribe to any kind

24
<PAGE>
or class of our securities or any cumulative voting rights. The shares of common
stock to be issued and sold in this offering will be duly authorized, validly
issued, fully paid and nonassessable.

PREFERRED STOCK

We are authorized to issue 10,000,000 shares of preferred stock. The Board
of Directors has the authority to issue the preferred stock in one or more
series and to determine the powers, preferences and rights and the
qualifications, limitations or restrictions granted to or imposed upon any
wholly unissued series of undesignated preferred stock and to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the stockholders. The issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control of the
Company without further action by the stockholders and may adversely affect the
voting and other rights of the holders of common stock. At present, we have no
plans to issue any shares of preferred stock.

ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW AND CERTAIN PROVISIONS OF OUR
CERTIFICATE OF INCORPORATION AND BYLAWS

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law ("DGCL"). In general, the statute prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date that the
person became an interested stockholder unless

- the business combination or the transaction by which such stockholder
became an "interested stockholder" was approved by the Board of Directors
prior to such time;

- upon consummation of the transaction that resulted in the stockholder
becoming an "interested stockholder," the "interested stockholder" owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding for purposes of determining the
number of shares outstanding those shares owned by (a) persons who are
directors and also officers and (b) certain employee stock ownership
plans); or

- on or subsequent to such time the "business combination" is approved by
the Board of Directors and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the "interested
stockholder."

A "business combination" includes mergers, asset sales and other
transactions resulting in financial benefit to a stockholder. In general, an
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years did own) 15% or more of a corporation's
outstanding voting stock. The statute could prohibit or delay mergers or other
takeover or change in control attempts involving the Company and, accordingly,
may discourage attempts to acquire the Company.

In addition, certain provisions of our Certificate of Incorporation and
Bylaws summarized in the following paragraphs may be deemed to have an
anti-takeover effect and may delay, defer or prevent an attempt to obtain
control of the Company by means of a proxy contest, tender offer, merger or
other transaction that a stockholder might consider in his or her best interest,
including those attempts that might result in a premium over the market price
for the shares held by stockholders.

CLASSIFIED BOARD OF DIRECTORS. Our Certificate of Incorporation provides
for the Board of Directors to be divided into three classes of directors serving
three year staggered terms. As a result, approximately one-third of the Board of
Directors will be elected each year. Moreover, under the DGCL, in the case of a
corporation having a classified board, stockholders may remove a director only
for cause. This provision, when coupled with the provision of the Bylaws
authorizing the Board of Directors to fill vacant directorships, may preclude a
stockholder from removing incumbent directors without cause and simultaneously
gaining control of the Board of Directors by filling such vacancies with his,
her or its own nominees.

25
<PAGE>
SPECIAL MEETINGS OF STOCKHOLDERS. Our Bylaws provide that special meetings
of our stockholders may be called only by the Board of Directors, or the
Executive Committee of the Board of Directors, if any, or the Chief Executive
Officer. This provision will make it more difficult for stockholders to take
actions opposed by the Board of Directors.

STOCKHOLDER ACTION BY WRITTEN CONSENT. Our Certificate of Incorporation
provides that no action required or permitted to be taken at any annual or
special meeting of our stockholders may be taken without a meeting, and the
power of our stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied. This provision requires that all
stockholder action take place at a meeting of stockholders.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. The Bylaws provide that stockholders seeking to bring business
before an annual meeting of the stockholders, or to nominate candidates for
election as directors at an annual or special meeting of the stockholders, must
provide timely notice thereof in writing. To be timely, a stockholder's notice
must be delivered or mailed and received at our principal executive offices no
later than 30 days prior to the meeting. In the event, however, that less than
40 days notice or prior public disclosure of the date of the meeting is given
and made to the stockholders, notice by the stockholder must be received no
later than the close of business on the tenth day following the earlier of the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made in order to be timely. The Bylaws specify certain
requirements for a stockholder's notice to be in proper form. These provisions
may preclude some stockholders from bringing matters before the stockholders at
an annual or special meeting or from making nominations for directors at an
annual or special meeting.

WE BELIEVE THE FOREGOING PROVISIONS ARE NECESSARY TO ATTRACT AND RETAIN
QUALIFIED PERSONS AS DIRECTORS AND OFFICERS.

PLAN OF DISTRIBUTION OF OFFERED SHARES

The Shares offered in the Offering will be sold exclusively by officers and
directors of the Company. The Company will not pay any sales commissions or
other fees to any officers or directors who sell any Shares, or to any other
person in connection with the Offering. Officers and directors will be
reimbursed for actual expenses incurred by them in connection with the Offering.
No finder, broker, salesman or securities dealer will be utilized in making this
Offering.

The Offering is conditioned upon the sale of a minimum of 1,000,000 shares.
All funds received for the purchase of the Shares will be promptly deposited
with Chase Bank of Texas, N.A., as escrow agent. If the minimum 1,000,000 Shares
are not sold within 180 days from the commencement of this Offering, this
Offering will automatically terminate and all of the funds in escrow will be
promptly refunded to the subscribers in full, with interest and without
deduction. Until such time as the funds have been released from escrow and the
certificates delivered to the purchasers thereof, the purchasers will be deemed
subscribers only and not stockholders.

Following the sale of at least 1,000,000 Shares, we may close on the sale of
such shares and continue offering the balance of the Shares through the end of
the offering period. The escrow agent will confirm that 1,000,000 shares have
been sold and cash or cleared funds received in full payment for the purchase of
the Shares before releasing the funds from escrow.

The Company will review each subscription and notify each prospective
investor of whether his or her subscription has been accepted or rejected. The
Company may, in its sole discretion, refuse to accept any subscription tendered
in connection with this Offering. Subscription funds received from prospective
investors whose subscriptions are not accepted by the Company will be promptly
returned to such subscribers, with interest. In the event the Offering is
oversubscribed, the Company will, in its discretion,

26
<PAGE>
allot a lesser number of Shares than are subscribed by any method that it deems
proper. Subscriptions will only be accepted for full Shares, and no fractional
shares will be issued.

Prior to the offering and distribution made hereby, there has been no public
market for our common stock. Accordingly, the initial public offering price has
been determined by us and is not necessarily related to our asset value, net
worth, or other criteria of value. The factors considered in determining the
offering price included an evaluation by management of the history of and
prospects for the industry in which we compete and our prospects for earnings.
Factors such as our financial results, announcements of developments related to
our business, and the introduction of products and product enhancements by us or
our competitors may have a significant impact on the market price of our
securities.

A regular trading market for our common stock may not develop after this
offering and, if developed, it may not be sustained. The market price for our
securities following this offering may be highly volatile, as has been the case
with the securities of other small capitalization companies. The "penny stock"
regulations adopted by the Securities and Exchange Commission may place
limitations on brokers seeking to trade in our stock and further hinder the
development of a regular trading market in our stock.

We expect to register this offering in a limited number of states, which may
make it difficult or impossible for you to resell your shares of our common
stock in certain states in which this offering is not registered.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering and this distribution, there has been no public
market for our common stock. We cannot provide any assurances that a significant
public market for the common stock will develop or be sustained after this
offering and this distribution. Future sales of substantial amounts of our
common stock in the public market, or the possibility of such sales occurring,
could adversely affect prevailing market prices for our common stock or our
future ability to raise capital through an offering of equity securities.

Upon completion of this offering, we will have outstanding 13,000,080 shares
of common stock if the Maximum Offering is sold and 11,000,080 shares of common
stock if the Minimum Offering is sold. Of these shares, the shares to be sold in
this offering will be freely tradable in the public market without restriction
under the Securities Act, except for any of such shares that are purchased by
our "affiliates," as that term is defined in Rule 144 under the Securities Act.
In addition, the approximately 1,000,080 shares covered by the distribution will
be freely tradable, except for any such shares distributed to our affiliates,
although prior to the distribution these were restricted shares. Thus a total of
approximately 4,000,080 and 2,000,080 shares of our common stock will be freely
tradable if the Maximum Offering or Minimum Offering, respectively, is sold.

The remaining 9,000,000 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold these restricted securities in private transactions in reliance
on exemptions from registration under the Securities Act. Generally, restricted
securities may be sold in the public market only if they are registered or if
the requirements of Rule 144, as summarized below, are complied with.

In general, under Rule 144, as in effect at the closing of this offering,
beginning 90 days after the date of this prospectus, a person (or persons whose
shares of common stock are aggregated) who has beneficially owned restricted
securities for at least one year would be entitled to sell, within any three-
month period, a number of shares that does not exceed the greater of (1) 1% of
the then-outstanding shares of common stock or (2) the average weekly trading
volume of the common stock during the four calendar weeks preceding the filing
of a Form 144 with respect to such sale. Sales under Rule 144 are also subject
to certain manner of sale and notice requirements and to the availability of
current public information about us. Under Rule 144(k), a person who is not
deemed to have been our affiliate at any time during the 90 days preceding a
sale and who has beneficially owned the shares proposed to be sold for

27
<PAGE>
at least two years is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

LEGAL MATTERS

The validity of the shares of common stock offered in this offering will be
passed upon for us by Arter & Hadden LLP, Dallas, Texas.

EXPERTS

Our financial statements as of and for the years ended December 31, 1999,
1998, and 1997, and for the period from inception (August 29, 1996) through
December 31, 1999, appearing in this prospectus and registration statement have
been audited by Davis, Kinard & Co., P.C., independent auditors, as set forth in
their report thereon appearing elsewhere herein, and are included in reliance
upon such report given on the authority of such firm as experts in accounting
and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1. It includes
exhibits and schedules. This prospectus is part of the registration statement.
It does not contain all of the information that is in the registration
statement. The registration statement contains more information about our
company and our common stock. Statements contained in this prospectus concerning
the provisions of documents filed as exhibits to the registration statement are
necessarily summaries of these documents. Each of these statements is qualified
in its entirety by reference to the copy of the applicable document filed with
the SEC. You may read and copy all or any portion of the registration statement
at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can request copies of these documents, upon payment of a duplicating
fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room's operations. The registration
statement is also available to you on the SEC's Internet site (www.sec.gov). We
intend to provide our stockholders with annual reports containing financial
statements audited by our independent accountants and quarterly reports
containing unaudited financial statements for the first three quarters of each
fiscal year.

28
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Report of Independent Accountants........................... F-2
Balance Sheets.............................................. F-3
At December 31, 1999 and 1998
Statements of Operations.................................... F-4
For the years ended December 31, 1999, 1998 and 1997
For the period from Inception (August 29, 1996) through
December 31, 1999
Statements of Shareholders' Equity.......................... F-6
For the years ended December 31, 1999, 1998, and 1997
For the period from Inception (August 29, 1996) through
December 31, 1999
Statements of Cash Flows.................................... F-7
For the years ended December 31, 1999, 1998, and 1997
For the period from Inception (August 29, 1996) through
December 31, 1999
Notes to Financial Statements............................... F-8
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
SPEED RELEASE LOCK COMPANY
A Development Stage Company

We have audited the accompanying balance sheets of SPEED RELEASE LOCK COMPANY, a
development stage company, as of December 31, 1999 and 1998, and the related
statements of operations, comprehensive income, shareholders' equity and cash
flows for the years ended December 31, 1999, 1998 and 1997, and cumulative from
inception (August 29, 1996) to December 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SPEED RELEASE LOCK COMPANY, a
development stage company, at December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years ended December 31, 1999, 1998 and
1997, and cumulative from inception (August 29, 1996) to December 31, 1999 in
conformity with generally accepted accounting principles.

DAVIS, KINARD & CO., P.C.

Abilene, Texas
March 7, 2000

F-2
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

BALANCE SHEETS

DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS

Current assets
Cash and cash equivalents................................. $ 1,878 $ 935
Accounts receivable....................................... 5,151 20,599
Inventories............................................... 73,271 231,080
Securities available-for-sale............................. 503,523 --
---------- ----------
Total current assets.................................... 583,823 252,614
Property, plant and equipment
At cost, net of accumulated depreciation and
amortization............................................ 47,563 42,147
Other assets
Patent.................................................... 59,611 64,542
Deposits.................................................. 7,901 19,511
Employee advances......................................... -- 11,693
---------- ----------
Total other assets...................................... 67,512 95,746
---------- ----------
Total assets................................................ $ 698,898 $ 390,507
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable.......................................... $ 61,666 $ 45,254
Accrued interest payable.................................. 237,200 106,867
Accrued expenses.......................................... 108,755 4,676
Deferred tax liability.................................... 142,741 --
Note payable--shareholder................................. 742,479 1,096,000
Current maturities of obligations under capital lease..... 6,845 9,535
Current maturities of long term debt...................... 310,000 310,000
---------- ----------
Total current liabilities............................... 1,609,686 1,572,332
Long term liabilities
Obligations under capital lease, net of current
maturities.............................................. 1,697 10,093
Long term debt, net of current maturities................. 833 833
---------- ----------
Total long term liabilities............................. 2,530 10,926
Shareholders' equity
Common stock, $0.01 par value; 100,000 shares authorized:
shares issued and outstanding--27,778 in 1999, 10,000 in
1998.................................................... 278 100
Paid in capital in excess of par value.................... 1,918,419 934,900
Deficit accumulated during the development stage.......... (3,109,100) (2,127,751)
Net unrealized appreciation on available-for-sale
securities, net of deferred income tax of $142,741...... 277,085 --
---------- ----------
Total shareholders' equity.............................. (913,318) (1,192,751)
---------- ----------
Total liabilities and shareholders' equity.................. $ 698,898 $ 390,507
========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1999, 1998, 1997 AND
CUMULATIVE FROM INCEPTION 8/29/96 TO 12/31/99

<TABLE>
<CAPTION>
CUMULATIVE
FROM INCEPTION
8/29/96 TO
1999 1998 1997 12/31/99
--------- --------- ----------- --------------
<S> <C> <C> <C> <C>
Net sales.................................... $ 175,027 $ 217,634 $ 87,192 $ 479,853
Cost of sales................................ 215,769 203,405 73,139 492,313
--------- --------- ----------- -----------
Gross profit on sales........................ (40,742) 14,229 14,053 (12,460)
General and administrative expense........... 787,107 602,841 1,228,244 2,713,650
--------- --------- ----------- -----------
Operating loss............................... (827,849) (588,612) (1,214,191) (2,726,110)
Other income (expense)
Interest expense........................... (154,027) (111,906) (120,818) (386,751)
Miscellaneous.............................. 527 3,159 75 3,761
--------- --------- ----------- -----------
Total other income (expense)............. (153,500) (108,747) (120,743) (382,990)
--------- --------- ----------- -----------
Loss before income tax....................... (981,349) (697,359) (1,334,934) (3,109,100)
--------- --------- ----------- -----------
Income tax expense......................... -- -- -- --
--------- --------- ----------- -----------
Net loss..................................... $(981,349) $(697,359) $(1,334,934) $(3,109,100)
========= ========= =========== ===========
Net loss per share........................... $ (65) $ (70) $ (133) $ (270)
========= ========= =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 1999, 1998, 1997 AND

CUMULATIVE FROM INCEPTION 8/29/96 TO 12/31/99

<TABLE>
<CAPTION>
CUMULATIVE
FROM
INCEPTION
8/29/96 TO
1999 1998 1997 12/31/99
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net loss...................................... $(981,349) $(697,359) $(1,334,934) $(3,109,100)
OTHER ITEMS OF COMPREHENSIVE INCOME
Change in unrealized appreciation on
securities available-for-sale, before
tax..................................... 134,344 -- -- 134,344
Reclassification adjustment for realized
gains on securities included in net
loss.................................... -- -- -- --
--------- --------- ----------- -----------
Total other items of comprehensive
income................................ 134,344 -- -- 134,344
--------- --------- ----------- -----------
COMPREHENSIVE LOSS BEFORE TAX................. (847,005) (697,359) (1,334,934) (2,974,756)
Income tax benefit related to other items of
comprehensive loss........................ 142,741 -- -- 142,741
--------- --------- ----------- -----------
COMPREHENSIVE LOSS............................ $(704,264) $(697,359) $(1,334,934) $(2,832,015)
========= ========= =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

STATEMENTS OF SHAREHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1999, 1998, 1997 AND

CUMULATIVE FROM INCEPTION 8/29/96 TO 12/31/99

<TABLE>
<CAPTION>
DEFICIT
PAID IN ACCUMULATED NET UNREALIZED
COMMON STOCK CAPITAL IN DURING THE APPRECIATION ON TOTAL
------------------- EXCESS OF DEVELOPMENT AVAILABLE-FOR- SHAREHOLDERS'
SHARES AMOUNT PAR VALUE STAGE SALE SECURITIES EQUITY
-------- -------- ---------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INITIAL CAPITALIZATION OF THE
COMPANY (8/29/96) $0.01 PAR
VALUE;.......................... 10,000 $100 $ 9,900 $ -- $ -- $ 10,000
Net loss.......................... -- -- -- (95,458) -- (95,458)
------ ---- ---------- ----------- -------- -----------
BALANCE AT DECEMBER 31, 1996...... 10,000 100 9,900 (95,458) -- (85,458)
Net loss.......................... -- -- -- (1,334,934) -- (1,334,934)
------ ---- ---------- ----------- -------- -----------
Balance at December 31, 1997...... 10,000 100 9,900 (1,430,392) -- (1,420,392)
Capital contribution.............. -- -- 925,000 -- -- 925,000
Net loss.......................... -- -- -- (697,359) -- (697,359)
------ ---- ---------- ----------- -------- -----------
BALANCE AT DECEMBER 31, 1998...... 10,000 100 934,900 (2,127,751) -- (1,192,751)
Issuance of common stock.......... 2,778 28 83,669 -- -- 83,697
Capital contribution.............. 15,000 150 899,850 -- -- 900,000
Net loss.......................... -- -- -- (981,349) -- (981,349)
Net changes in unrealized
appreciation on
available-for-sale securities,
net of taxes of $142,741........ -- -- -- -- 277,085 277,085
------ ---- ---------- ----------- -------- -----------
BALANCE AT DECEMBER 31, 1999...... 27,778 $278 $1,918,419 $(3,109,100) $277,085 $ (913,318)
====== ==== ========== =========== ======== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1999, 1998, 1997 AND

CUMULATIVE FROM INCEPTION 8/29/96 TO 12/31/99

<TABLE>
<CAPTION>
CUMULATIVE
FROM
INCEPTION
8/29/96 TO
1999 1998 1997 12/31/99
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................... $(981,349) $(697,359) $(1,334,934) $(3,109,100)
Adjustments to reconcile net loss to net
cash provided by operating activities
Depreciation and amortization........... 26,733 23,876 24,704 75,791
Loss on sale or disposition of assets... 2,921 14,062 -- 16,983
Decrease (increase) in accounts
receivable............................ 15,448 (8,173) (12,426) (5,151)
Decrease (increase) in inventories...... 157,809 21,799 (252,879) (73,271)
Decrease (increase) in other assets..... 7,603 (30,607) (10,241) (97,570)
Increase in accounts payable............ 16,412 1,374 43,880 61,666
Increase in accrued interest payable.... 130,333 82,138 24,729 237,200
Increase in accrued expenses............ 104,079 4,676 (13,524) 108,755
--------- --------- ----------- -----------
Total adjustments..................... 461,338 109,145 (195,757) 324,403
--------- --------- ----------- -----------
Net cash used in operating activities... (520,011) (588,214) (1,530,691) (2,784,697)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of premises and equipment......... (17,089) (536) (51,996) (79,177)
Proceeds from sale of assets................ 2,650 -- -- 2,650
--------- --------- ----------- -----------
Net cash used in investing activities... (14,439) (536) (51,996) (76,527)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder note.............. 764,844 556,000 1,275,000 2,785,844
Payments to reduce shareholder debt......... (218,365) -- -- (218,365)
Proceeds from the sale of stock............. -- -- -- 10,000
Payments to reduce capital lease
obligation................................ (11,086) (8,753) (5,371) (25,210)
Proceeds from long term debt................ 10,000 40,000 290,000 340,000
Payments to reduce long term debt........... (10,000) (10,000) (9,167) (29,167)
--------- --------- ----------- -----------
Net cash provided by financing
activities............................ 535,393 577,247 1,550,462 2,863,102
--------- --------- ----------- -----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................. 943 (11,503) (32,225) 1,878
Cash and cash equivalents at beginning of
year...................................... 935 12,438 44,663 --
--------- --------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR...... $ 1,878 $ 935 $ 12,438 $ 1,878
========= ========= =========== ===========
Supplemental cash flow information
Interest paid............................... $ 23,694 $ 26,884 $ 77,121 $ 127,699
Note payable transferred to capital......... 900,000 925,000 -- 1,825,000
Stock exchange.............................. 83,697 -- -- 83,697
Equipment acquired by capital lease
obligation................................ -- -- 33,752 33,752
</TABLE>

The accompanying notes are an integral part of these statements.

F-7
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the Company's significant accounting policies consistently
applied in the preparation of the accompanying financial statements follows:

NATURE OF OPERATIONS

The Company was organized August 29, 1996, for the purpose of acquiring and
operating plants and facilities for the assembly and distribution of gun locks.
The Company's facility is located in Dallas, Texas.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers any short-term investment convertible to cash within
three months or less with little or no change in the principal amount to be a
cash equivalent.

INVENTORIES

Inventories consist of raw materials, components, finished goods and packing
materials. Inventories are stated at the lower of cost or market.

ACCOUNTS RECEIVABLE

Bad debts are accounted for by the allowance method. As of December 31, 1999
and 1998, possible bad debt losses are considered immaterial and no allowance
was necessary.

SECURITIES

Securities not classified as held to maturity, including equity securities
with readily determinable fair values, are classified as "available-for-sale"
and recorded at fair value, with unrealized gains and losses excluded from
earnings and reported in other comprehensive income.

Purchases of premiums and discounts are recognized in interest income using
the interest method over the terms of the securities. Declines in the fair value
of available-for-sale securities below their cost that are deemed to be other
than temporary are reflected in earnings as realized losses. Gains and losses on
the sale of securities are recorded on the trade date and are determined using
the specific identification method.

PATENT

The Company has secured a patent for its gun lock design. The cost of
obtaining the patent is being amortized over its estimated useful life of
fifteen years.

F-8
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are reported at historical cost net of
accumulated depreciation and amortization. Depreciation on property, plant and
equipment is computed using the straight-line method applied with approximate
service lives of three to seven years.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company's financial instruments include cash and cash equivalents,
securities available-for-sale, accounts receivable, accounts payable, capital
lease obligations, and notes payable. As of December 31, 1999 and 1998, the
carrying amounts of the instruments approximate their fair value.

NET LOSS PER SHARE

Loss per share of common stock outstanding is computed based on the weighted
average number of shares outstanding during 1999, 1998 and 1997 and cumulative
from inception (August 29, 1996) to December 31, 1999, of 15,114, 10,000, 10,000
and 11,533, respectively.

RECENT ACCOUNTING STANDARDS

In June 1997, SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION, was issued. This Statement requires that a public business
enterprise report financial and descriptive information about its reportable
operating segments. The Company adopted SFAS 131 during the first quarter of
1998. The implementation of this standard did not have any impact on the
financial position or disclosures of the Company or results of its operations.

In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES was issued. Required adoption of the statement was
subsequently deferred by SFAS No. 137 until July 1, 2000. SFAS 133 establishes
accounting and reporting standards for derivative instruments embedded in other
contracts and for hedging activities. The Company expects to adopt the standard
on July 1, 2000, and is not expected to have a significant impact on the
financial statements.

F-9
<PAGE>
SPEED RELEASE LOCK COMPANY

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2: INVENTORIES

A summary of the balances of inventories follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Raw materials............................................ $ -- $ 31,855
Components............................................... 28,890 141,835
Finished goods........................................... 32,391 35,188
Packing materials........................................ 11,990 22,202
------- --------
Total................................................ $73,271 $231,080
======= ========
</TABLE>

NOTE 3: SECURITIES

The amortized cost and fair value of securities, with gross unrealized gains
and losses at December 31, 1999, follows:

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Marketable equity securities........ $83,697 $419,826 $ -- $503,523
------- -------- --------- --------
Total securities
available-for-sale................ $83,697 $419,826 $ -- $503,523
======= ======== ========= ========
</TABLE>

The securities were acquired pursuant to a stock exchange (see Note 10). For
the year ended December 31, 1999, there were no sales of securities available
for sale.

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

A summary of the cost and accumulated depreciation of premises and equipment
follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Assets under capital lease.............................. $ 21,053 $ 30,337
Machinery and equipment................................. 480 480
Tooling................................................. 23,200 --
Computer equipment and software......................... 40,868 31,279
Office furniture and fixtures........................... 11,457 11,456
-------- --------
97,058 73,552
Accumulated depreciation and amortization............... (49,495) (31,405)
-------- --------
Total............................................... $ 47,563 $ 42,147
======== ========
</TABLE>

Depreciation expense for the years ended December 31, 1999, 1998 and 1997
and from inception to date, was $21,803, $27,491, $20,209 and $69,953,
respectively.

F-10
<PAGE>
SPEED RELEASE LOCK COMPANY
A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 5: OBLIGATIONS UNDER CAPITAL LEASES

The Company initiated a noncancellable lease on telephone equipment
effective January 9, 1997. The original lease term was forty-eight months. The
lease meets the criteria of a capital lease and has been capitalized with an
implicit interest rate of 9.99%. The related asset is included in property and
equipment at December 31, 1999 and 1998, in the amount of $21,053 less
accumulated amortization of $10,527 and $6,316, respectively.

The Company initiated a noncancellable lease on a forklift effective
July 1, 1997. The original lease term was thirty-six months. The lease meets the
criteria of a capital lease and has been capitalized with an implicit interest
rate of 6.00%. The related asset was included in property and equipment at
December 31, 1998, in the amount of $9,284 less accumulated amortization of
$3,600. The forklift was sold in 1999, the book value at the time of the sale
was $5,571, the proceeds from the sale were $2,650, and the related loss on sale
was $2,921.

Minimum future lease obligations on capitalized leases in effect at
December 31, 1999, follow:

<TABLE>
<S> <C>
2000........................................................ $ 7,342
2001........................................................ 1,712
-------
Total minimum lease payments................................ 9,054
Amount representing interest.............................. (512)
-------
Present value of net minimum lease payments................. 8,542
Current portion........................................... (6,845)
-------
Long-term obligation at December 31, 1999................... $ 1,697
=======
</TABLE>

NOTE 6: DEBT

Debt is summarized as follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Loan advances under a line of credit payable to a bank
originally dated October 14, 1997, renewed August 12,
1999, for $300,000, due February 8, 2000. Interest is at
6.690%. Principal plus all accrued unpaid interest is due
to the North Dallas Bank & Trust Co., at maturity. The
note is secured by a personal CD of Steve Bedowitz........ $300,000 $290,000

Loan advance under a note payable to a bank dated January
10, 1997 for $40,000, due in monthly installments of $833
plus interest at the North Dallas Bank & Trust Co. stated
prime rate, with an initial rate of 9.75%. The note is
secured by all furniture and equipment.................... 10,833 20,833
-------- --------

Total long-term debt.................................... 310,833 310,833
Current maturities...................................... (310,000) (310,000)
-------- --------
$ 833 $ 833
======== ========
</TABLE>

F-11
<PAGE>
SPEED RELEASE LOCK COMPANY
A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6: DEBT (CONTINUED)
A schedule of future maturities of debt outstanding at December 31, 1999,
follows:

<TABLE>
<S> <C>
2000........................................................ $310,000
2001........................................................ 833
--------
Total..................................................... $310,833
========
</TABLE>

The Company is also obligated to its president and majority shareholder as
described in Note 9.

NOTE 7: INCOME TAXES

The Company files a federal income tax return on a calendar-year basis. On
January 1, 1999 the Company elected to be taxed as an S-corporation for federal
tax purposes and operated under this status through October 5, 1999. On that
date, the Company issued shares to a nonqualified shareholder and effectively
terminated its S-corporation status (see Note 9). Accordingly, for the period
from January 1, 1999 through October 5, 1999, the Company is not liable for
corporate federal income taxes since all income and losses are passed through to
the shareholders of the Company. As a result, no current or deferred income tax
expense is recognized in the Company's financial statements for the referenced
period.

At the time of the S-corporation election, the Company's net operating loss
carryforwards were frozen for utilization if and when the S-corporation status
was revoked. At October 5, 1999 previous net operating loss carryforwards of
approximately $1,125,000 became available to offset future taxable income of the
Company. At December 31, 1999, net operating loss carryforwards expiring in the
years 2011-2014 of approximately $505,591 are available for federal income tax
purposes. Deferred tax assets and liabilities resulting from the future tax
benefit of the net operating loss carryforwards and other differences in the
financial statement and tax basis of assets and liabilities at December 31, 1999
and 1998, consist of the following:

<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards.................... $ 171,901 $ 382,408
Organization costs.................................. 20,320 20,320
--------- ---------
192,221 402,728
Deferred tax liabilities:
Accrued compensation................................ (7,532) --
Property, plant and equipment....................... (3,564) (2,134)
Unrealized gain on investment securities
available-for-sale................................ (142,741) --
--------- ---------
(153,837) (2,134)
--------- ---------
Net deferred tax asset................................ 38,384 400,594
Valuation allowance................................... (181,125) (400,594)
--------- ---------
$(142,741) $ --
========= =========
</TABLE>

F-12
<PAGE>
SPEED RELEASE LOCK COMPANY
A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7: INCOME TAXES (CONTINUED)
Income tax expense differs from amounts computed by applying statutory tax
rates as follows:

<TABLE>
<CAPTION>
THREE
MONTHS ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, ----------------------- INCEPTION TO
1999 1998 1997 DATE
------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
Tax benefit at statutory
rates........................ $(83,472) $(237,102) $(453,378) $(806,898)
Valuation allowance............ (219,469) (52,784) 453,378 181,625
Permanent differences.......... 306,000 314,500 -- 620,500
Other.......................... (3,059) (24,614) -- 4,773
-------- --------- --------- ---------
Income tax expense......... $ -- $ -- $ -- $ --
======== ========= ========= =========
</TABLE>

The valuation allowance was established to recognize the uncertainty of
realization of the benefit related to net operating loss carryforwards. The
following summarizes the changes in the allowance account:

<TABLE>
<CAPTION>
THREE
MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
Valuation allowance at beginning of period......... $400,594 $453,378

Decrease in valuation allowance based on
utilization of net operating loss
carryforwards.................................... (219,469) (52,784)
-------- --------
Valuation allowance at end of period............... $181,125 $400,594
======== ========
</TABLE>

NOTE 8: LEGAL CONTINGENCIES

Various legal claims also arise from time to time in the normal course of
business which, in the opinion of management, will have no material effect on
the Company's financial statements.

NOTE 9: RELATED PARTY TRANSACTIONS

The Company has a note payable to Steve Bedowitz, its president and majority
shareholder. The note is for an undetermined term and bears interest at the rate
of 10%. On November 5, 1999 and January 1, 1998, Mr. Bedowitz forgave $900,000
and $925,000, respectively, of the note, which is reflected as capital

F-13
<PAGE>
SPEED RELEASE LOCK COMPANY
A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9: RELATED PARTY TRANSACTIONS (CONTINUED)
contributions in the accompanying financial statements. A history of the balance
of the note payable--shareholder follows:

<TABLE>
<S> <C>
October 1996--initial advance............................... $ 190,000
----------

Balance, December 31, 1996................................ 190,000

1997 advances............................................... 1,275,000
----------

Balance, December 31, 1997................................ 1,465,000

January 1998--forgiveness of debt........................... (925,000)
1998 advances............................................... 556,000
----------

Balance, December 31, 1998................................ 1,096,000

1999 payments............................................... (218,365)
November 1999--forgiveness of debt.......................... (900,000)
1999 advances............................................... 764,844
----------

Balance, December 31, 1999................................ $ 742,479
==========
</TABLE>

Interest expense related to the note payable--shareholder included in the
accompanying statements of operation is as follows:

Accrued interest on the note payable--shareholder amounted to $229,447 and
$100,800 at December 31, 1999 and 1998, respectively.

NOTE 10: STOCK PURCHASE AND EXCHANGE AGREEMENT

On October 5, 1999, the Company entered into a Stock Purchase and Exchange
Agreement with TTI Industries, Inc. (TTI). The Company acquired 9.9% of TTI's
Common Stock in exchange for 10% of the Company's Common Stock. The shares of
TTI were valued using the trading price at the time of issuance.

In addition, the Company granted TTI the right, for a period of 180 days, to
demand that the Company, at its cost, file a registration statement with the
Securities and Exchange Commission, with respect to the Company's shares owned
by TTI. TTI exercised its demand registration rights and has requested the
Company file a registration statement with respect to such shares. The Company
has not filed the registration statement, but it expects to file the statement
prior to April 30, 2000.

F-14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the issuance and distribution of the securities being offered:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 1,188
Transfer Agent Fee.......................................... 5,000
Blue Sky Fees and Expenses.................................. 20,000
Accounting Fees and Expenses................................ 5,000
Legal Fees and Expenses..................................... 100,000
Printing and Engraving Expenses............................. 50,000
Miscellaneous............................................... 13,812
--------
Total..................................................... $195,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article XI of the Registrant's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL").

Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In a
derivative action (I.E. one by or in right of the corporation), indemnification
may be made only for expenses actually and reasonably incurred by directors,
officers, employees or agents in connection with the defense or settlement of an
action or suit, and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if such persons shall have been adjudged liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine upon application that the defendant directors,
officers, employees or agents are fairly and reasonably entitled to indemnify
for such expenses, despite such adjudication or liability.

Section 102(b)(7) of the DGCL permits a corporation organized under Delaware
law to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director subject to certain limitations. Article X of the Registrant's
Certificate of Incorporation includes the following provision:

No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director of the Corporation; PROVIDED, HOWEVER,
that the foregoing is not intended to eliminate or limit the liability
of a director of the Corporation for (i) any breach of a director's duty
of loyalty to the Corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) a violation of Section 174 of the
Delaware General Corporation Law, or (iv) any transaction from which the
director derived an improper personal

II-1
<PAGE>
benefit. No amendment to or repeal of this Article 10 shall apply to or
have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

The Registrant may purchase and maintain insurance on behalf of any person
who is or was a director, officer, fiduciary or agent of the Registrant against
any liability asserted against and incurred by such person in any such capacity
or arising out of such person's position, whether or not the Registrant would
have the power to indemnify against such liability under the provisions of the
Certificate of Incorporation or the Bylaws of the Registrant.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

- In October 1999, Speed Release Lock Company, a Texas corporation, issued
2,778 shares of its common stock to TTI Industries, Incorporated in
exchange for 447,576 shares of TTI's common stock.

- In November 1999, Speed Release Lock Company, a Texas corporation, issued
15,000 shares of its common stock to Steve Bedowitz, its principal
stockholder, in exchange for his cancellation of $900,000 of indebtedness
owed to him by that company.

- Speed Release Lock Company, a Delaware corporation, was organized in March
2000, and merged with Speed Release Lock Company, a Texas corporation, in
March 2000. As a result of the merger, each share of common stock of Speed
Release Lock Company, a Texas corporation, stock was converted into 360
shares of common stock of Speed Release Lock Company, a Delaware
corporation, with the result that 10,000,080 shares of common stock of
Speed Release Lock Company, a Delaware corporation, were issued to the
former shareholders of Speed Release Lock Company, a Texas corporation.

Each of these issuances was effected in reliance upon the exemption from
registration contained in Section 4(2) of the Securities Act of 1933.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
--------------------- ----------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated March 28, 2000, by and
between Speed Release Lock Company, a Texas corporation,
and Speed Release Lock Company, a Delaware corporation
3.1 Certificate of Incorporation
3.2 Bylaws
4.1 Specimen Certificate for Shares of Common Stock
5.1 Opinion of Arter & Hadden LLP*
10.1 Promissory Note executed by Speed Release Lock Company on
February 8, 2000 and held by North Dallas Bank & Trust Co.
10.2 Lease Agreement between Speed Release Lock Company and
Public Industrial Property Co., Inc., dated April 14, 2000
10.3 Employment Agreement, dated as of April 18, 2000 between
Speed Release Lock Company and Steve Bedowitz*
10.4 Escrow Agreement, dated as of , 2000, between Speed
Release Lock Company and Chase Bank of Texas, N.A., as
escrow agent*
10.5 2000 Omnibus Securities Plan*
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
--------------------- ----------------------
<C> <S>
10.6 Convertible Promissory Note, dated as of April 18, 2000,
between Speed Release Lock Company and Steve Bedowitz*
23.1 Consent of Arter & Hadden LLP (included in Exhibit 5.1)
23.2 Consent of Davis, Kinard & Co., P.C.
24.1 Powers of Attorney (contained on page S-1)
27.1 Financial Data Schedule
</TABLE>

- ------------------------

* To be filed by amendment.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth
therein is not applicable or is included elsewhere in the Financial Statements
or the notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission this type of indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against these kind of liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether this type of
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of this issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, we have reasonable
grounds to believe that we meet all of the requirements for filing on Form S-1
and have duly caused this Registration Statement to be signed on our behalf by
the undersigned, thereunto duly authorized, in Dallas, Texas, on May 1, 2000.

<TABLE>
<S> <C> <C>
SPEED RELEASE LOCK COMPANY

By: /s/ STEVE BEDOWITZ
-----------------------------------------
Steve Bedowitz
PRESIDENT
</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of Speed Release Lock Company, a Delaware corporation, which is filing a
Registration Statement on Form S-1 with the Securities and Exchange Commission,
Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), hereby constitute and appoint Steve Bedowitz and
Joel Held, or either of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration Statement
and any or all amendments, including post-effective amendments, to the
Registration Statement, including a Prospectus or an amended Prospectus therein
and in any registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act and all other
documents in connection therewith to be filed with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and to each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact as agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons, in the capacities indicated
below, on the dates stated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ STEVE BEDOWITZ
------------------------------------------- President and Director May 1, 2000
Steve Bedowitz (Principal Executive Officer)

/s/ JAN ZABCIK Chief Financial Officer
------------------------------------------- (Principal Financial and May 1, 2000
Jan Zabcik Accounting Officer)
</TABLE>

S-1
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- --------------------- ------------------------------------------------------------ --------
<C> <S> <C>
2.1 Agreement and Plan of Merger, dated March 28, 2000, by and
between Speed Release Lock Company, a Texas corporation,
and Speed Release Lock Company, a Delaware corporation

3.1 Certificate of Incorporation

3.2 Bylaws

4.1 Specimen Certificate for Shares of Common Stock

5.1 Opinion of Arter & Hadden LLP*

10.1 Promissory Note executed by Speed Release Lock Company on
February 8, 2000 and held by North Dallas Bank & Trust Co.

10.2 Lease Agreement between Speed Release Lock Company and
Public Industrial Property Co., Inc., dated April 14, 2000

10.3 Employment Agreement, dated as of April 18, 2000, between
Speed Release Lock Company and Steve Bedowitz*

10.4 Escrow Agreement, dated as of , 2000, between Speed
Release Lock Company and Chase Bank of Texas, N.A., as
escrow agent*

10.5 2000 Omnibus Securities Plan*

10.6 Convertible Promissory Note, dated as of April 18, 2000,
between Speed Release Lock Company and Steve Bedowitz*

23.1 Consent of Arter & Hadden LLP (included in Exhibit 5.1)

23.2 Consent of Davis, Kinard & Co., P.C.

24.1 Powers of Attorney (contained on page S-1)

27.1 Financial Data Schedule
</TABLE>

- ------------------------

* To be filed by amendment.

<PAGE>

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (hereinafter called the "Merger
Agreement") is made as of March 28, 2000 by and between Speed Release Lock
Company, a Texas corporation (hereinafter called "Speed Release-Texas") and
Speed Release Lock Company, a Delaware corporation (hereinafter called the
"Company" or "Surviving Company").

W I T N E S S E T H:

WHEREAS, Speed Release-Texas and the Company desire to adopt a plan
of reorganization resulting in a tax free "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended, and

WHEREAS, the respective Boards of Directors of Speed Release-Texas
and the Company deem it advisable and in the best interest of said persons
that Speed Release-Texas merge with and into the Company pursuant to the
provisions of this Merger Agreement;

NOW, THEREFORE, the parties do hereby adopt and make themselves
respectively parties to the plan of reorganization encompassed by this Merger
Agreement and do hereby agree that Speed Release-Texas shall merge with and
into the Company in accordance with the following terms, conditions and other
provisions.

(1) MERGER. Speed Release-Texas shall be merged (the "Merger") with
and into the Company, and the Company shall survive the Merger and shall be
the Surviving Company, effective at the later of the date and time when this
Merger Agreement is made effective under the law of the State of Delaware or
the State of Texas (the "Effective Time").

(2) ARTICLES OF INCORPORATION AND BY-LAWS. The Certificate of
Incorporation of the Company, as amended and in effect on the Effective Time,
shall continue to be the Certificate of Incorporation of the Surviving
Company, without change or amendment until further amended in accordance with
the provisions thereof and applicable law. The By-laws of the Company, as
amended and in effect on the Effective Time, shall continue to be the By-laws
of the Surviving Company, without change or amendment until further amended
in accordance with the provisions thereof and applicable law.

(3) DIRECTORS AND OFFICERS. From and after the Effective Time, the
Board of Directors of the Surviving Company shall consist of those persons
who, immediately prior to the Effective Time, were directors of the Company,
and they shall hold office until the next annual meeting of stockholders of
the Company, unless sooner removed, disqualified or deceased, and until such
time as their successors have been elected and qualified. From and after the
Effective Time, the officers of the Company immediately prior to the
Effective Time shall hold the offices in the Surviving Company which they
then held in the Company, until such time as their respective successors have
been elected or appointed and qualified, unless sooner removed, disqualified
or deceased.

-1-

<PAGE>

(4) SUCCESSION. At the Effective Time, the Company shall succeed to
Speed Release-Texas in the manner of and as more fully set forth in Sections
252 and 259 of the General Corporation Law of the State of Delaware. The
Surviving Company will be obligated to make payment of the fair value of any
shares held by a shareholder of Speed Release-Texas who has complied with the
requirements of Article 5.12 of the Texas Business Corporation Act.

(5) CONVERSION OF COMMON STOCK.

(a) Upon the Effective Time, by virtue of the Merger and without
any action on the part of the holder thereof, each share of the issued and
outstanding common stock, $0.01 par value per share, of Speed Release-Texas
("Speed Release-Texas Common Stock") shall be converted into and exchanged
for 360 fully paid and nonassessable shares of the common stock, $0.001 par
value per share, of the Company ("Company Common Stock"). Each certificate
representing shares of Speed Release-Texas Common Stock immediately prior to
the Effective Time shall thereafter not evidence any interest in Speed
Release-Texas but, until surrendered as provided for in paragraph (b) of this
Section, subject to the provisions of paragraph (c) of this Section, shall
evidence ownership of the number of shares of Company Common Stock into which
the shares of Speed Release-Texas Common Stock theretofore represented
thereby shall have been converted in the Merger.

(b) After the Effective Time, each former holder of shares of
Speed Release-Texas Common Stock which have been converted into shares of
Company Common Stock in the Merger, upon surrender in proper form to the
Surviving Company for cancellation of the certificate or certificates that
prior to the Effective Time represented such holder's shares of Speed
Release-Texas Common Stock, shall be entitled to receive one or more
certificates representing the shares of Company Common Stock into which the
shares of Speed Release-Texas Common Stock previously represented by the
surrendered certificate or certificates shall have been so converted.

(c) After the Effective Time, no former holder of shares of
Speed Release-Texas Common Stock shall be entitled to receive any dividend or
other distribution payable to holders of shares of Company Common Stock until
such holder surrenders to the Surviving Company, as provided in paragraph (b)
of this Section, the certificate or certificates which prior to the Effective
Time represented such holder's shares of Speed Release-Texas Common Stock;
provided, however, that upon surrender of such certificate or certificates,
there shall be paid to the holder of record of each certificate representing
Company Common Stock issued upon such surrender the amount of dividends or
other distributions (without interest) which theretofore have become payable
and have not been paid with respect to the number of shares of Company Common
Stock represented by that certificate.

(d) Notwithstanding perfection by any former Speed Release-Texas
shareholder who dissents from the Merger of his right to receive payment for
his shares of Speed Release-Texas Common Stock, pursuant to applicable law,
the shares of Speed Release-Texas Common Stock held by such former Speed
Release-Texas shareholder immediately prior to the

-2-

<PAGE>

Effective Time shall be converted in the Merger into shares of Company Common
Stock as provided in paragraph (a) of this Section, which, from and after the
making by the Company of the required payment therefor, shall be held and
disposed of by the Company subject to the requirements of applicable law.

(6) AMENDMENT AND TERMINATION. This Merger Agreement may be amended
by the parties hereto, with the approval of their respective Boards of
Directors, at any time prior to the Effective Time, whether before or after
approval hereof by the shareholders of Speed Release-Texas, but after such
approval by the shareholders of Speed Release-Texas, no amendments shall be
made which materially adversely affect the rights of the shareholders of
Speed Release-Texas without further approval of such shareholders. This
Agreement may not be amended, except by an instrument in writing signed on
behalf of each of the parties hereto. This Agreement may be terminated at any
time prior to the Effective Time, whether before or after approval hereof by
the shareholders of Speed Release-Texas, by mutual consent of the respective
Boards of Directors of Speed Release-Texas and the Company.

(7) FURTHER ASSURANCES. From time to time, as and when required by
the Surviving Company or by its successors and assigns, there shall be
executed and delivered on behalf of Speed Release-Texas such deeds and other
instruments, and there shall be taken or caused to be taken by it such
further and other action, as shall be appropriate or necessary in order to
vest or perfect in or to confirm of record or otherwise in the Surviving
Company the title to and possession of all the property, interests, assets,
rights, privileges, immunities, powers, franchises and authority of Speed
Release-Texas, and otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of the Surviving Company are fully
authorized in the name and on behalf of Speed Release-Texas or otherwise to
take any and all such action and to execute and deliver any and all such
deeds and other instruments.

(8) CONDITIONS TO THE MERGER. The obligations of the parties under
this Merger Agreement shall be subject to: (a) the approval, ratification and
confirmation of this Merger Agreement by the affirmative vote of the holders
of at least two-thirds in amount of the outstanding Speed Release-Texas
Common Stock; and (b) the procurement of all other consents and approvals,
and the satisfaction of all other requirements prescribed by law, which are
necessary in connection with the Merger.

(9) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, except to the extent
that the laws of the United States of America are applicable.

-3-

<PAGE>

IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the Board of Directors of Speed Release-Texas and the Board of
Directors of the Company, is hereby executed on behalf of each of said persons
by the duly authorized persons whose signatures appear below.

SPEED RELEASE LOCK COMPANY
a Delaware corporation

ATTESTED: By: /s/ Steve Bedowitz
----------------------------
Steve Bedowitz, President

By: /s/ Steve Bedowitz
---------------------------
Steve Bedowitz, Secretary SPEED RELEASE LOCK COMPANY
a Texas corporation

ATTESTED: By: /s/ Steve Bedowitz
----------------------------
Steve Bedowitz, President

By: /s/ Steve Bedowitz
---------------------------
Steve Bedowitz, Secretary

-4-

<PAGE>

OFFICERS' CERTIFICATE OF SPEED RELEASE LOCK COMPANY
A DELAWARE CORPORATION

The undersigned does hereby certify that he is the President and the
Secretary of Speed Release Lock Company, a Delaware corporation; that the
Agreement and Plan of Merger to which this certificate is attached was
approved by that corporation's Board of Directors and that, pursuant to
Delaware law, no vote of that corporation's shareholders was required as the
corporation has no issued or outstanding stock at the time of the approval of
the Agreement and Plan of Merger.

IN WITNESS WHEREOF, the undersigned declares the statements
contained in this certificate to be true of his own knowledge under penalty
of perjury and has executed this certificate on March 28, 2000.

/s/ Steve Bedowitz
----------------------------
Steve Bedowitz

-5-

<PAGE>

OFFICERS' CERTIFICATE OF SPEED RELEASE LOCK COMPANY
A TEXAS CORPORATION

The undersigned does hereby certify that he is the President and the
Secretary of Speed Release Lock Company, a Texas corporation; that the total
number of outstanding shares of each class of said corporation entitled to
vote on the Merger described in the Agreement and Plan of Merger to which
this certificate is attached was 27,778 shares of common stock; and that the
principal terms of the Agreement and Plan of Merger were approved by
unanimous written consent of all of the shareholders of the corporation as of
March 27, 2000.

IN WITNESS WHEREOF, the undersigned declares the statements
contained in this certificate to be true of his own knowledge under penalty
of perjury and has executed this certificate on March 28, 2000.

/s/ Steve Bedowitz
--------------------------
Steve Bedowitz

-6-

<PAGE>

The ABOVE MERGER AGREEMENT, having been executed on behalf of each
party thereto, and having been adopted separately by each party thereto in
accordance with the provisions of the Business Corporation Law of the State
of Texas and the General Corporation Law of the State of Delaware, the
respective Presidents of Speed Release Lock Company and the Surviving Company
do now hereby execute the said Merger Agreement and the respective
Secretaries of Speed Release Lock Company and the Surviving Company do now
hereby attest the said Merger Agreement, as the respective act, deed and
agreement of each of said persons on this 28th day of March, 2000.

SPEED RELEASE LOCK COMPANY
a Delaware corporation

ATTESTED: By: /s/ Steve Bedowitz
----------------------------
President

By: /s/ Steve Bedowitz
--------------------------
Secretary SPEED RELEASE LOCK COMPANY
a Texas corporation

ATTESTED: By: /s/ Steve Bedowitz
----------------------------
President

By: /s/ Steve Bedowitz
--------------------------
Secretary

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<PAGE>

CERTIFICATE OF INCORPORATION OF
SPEED RELEASE LOCK COMPANY

ARTICLE 1. The name of the Corporation is SPEED RELEASE LOCK COMPANY
(the "Corporation").

ARTICLE 2. The address of its registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle 19801. Its registered agent at such address is The Corporation Trust
Company.

ARTICLE 3. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law.

ARTICLE 4. The aggregate number of shares which the Corporation
shall have authority to issue is Thirty-Five Million (35,000,000) shares,
consisting of (A) Twenty-Five Million (25,000,000) shares of common stock,
par value $0.001 per share (the "Common Stock"), and (B) Ten Million
(10,000,000) shares of preferred stock, par value $0.001 per share (the
"Preferred Stock").

The designations, powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof with respect to the Common Stock and the Preferred Stock
are as follows:

(a) COMMON STOCK. Each holder of the Common Stock of the
Corporation shall be entitled to one vote for every share of Common
Stock outstanding in his name on the books of the Corporation. Except
for and subject to those rights expressly granted to the holders of the
Preferred Stock or except as may be provided by the laws of the State
of Delaware, the holders of Common Stock shall have exclusively all
other rights of stockholders including, without limitation, (i) the
right to receive dividends, when and as declared by the Board of
Directors out of assets legally available therefor, and (ii) in the
event of any distribution of assets upon liquidation, dissolution or
winding up of the Corporation or otherwise, the right to receive
ratably and equally with all holders of all Common Stock all the assets
and funds of the Corporation remaining after the payment to the holders
of the Preferred Stock of the specific amounts that they are entitled
to receive upon such liquidation, dissolution or winding up of the
Corporation, if any.

(b) PREFERRED STOCK. Preferred Stock may be issued from time
to time in one or more series, each of such series to have such terms
as stated in the resolution or resolutions providing for the
establishment of such series adopted by the Board of Directors of the
Corporation as hereinafter provided. Except as otherwise expressly
stated in the resolution or resolutions providing for the establishment
of a series of Preferred Stock, any shares of Preferred Stock that may
be redeemed, purchased or acquired by the Corporation may be reissued
except as otherwise expressly provided by law. Different series of
Preferred Stock shall not be construed to constitute different classes
of stock for the purpose of voting by classes unless expressly provided
in the

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<PAGE>

resolution or resolutions providing for the establishment thereof.
The Board of Directors of the Corporation is hereby expressly
authorized to issue, from time to time, shares of Preferred Stock in
one or more series, and, in connection with the establishment of any
such series by resolution or resolutions, to determine and fix the
number of shares constituting that series and the distinctive
designation of that series and to determine and fix such voting
powers, full or limited, or no voting powers, and such other powers,
designations, preferences and relative, participating, optional and
other rights, and the qualifications, limitations and restrictions
thereof, including, without limitation, dividend rights, conversion
rights, redemption privileges and liquidation preferences, as shall
be stated in such resolution or resolutions, all to the fullest
extent permitted by the Delaware General Corporation Law. Without
limiting the generality of the foregoing, the resolution or
resolutions providing for the establishment of any series of
Preferred Stock may, to the extent permitted by law, provide that
such series shall be superior to, rank equally with or be junior to
the Preferred Stock of any other series. Except as otherwise
expressly provided in the resolution or resolutions providing for
the establishment of any series of Preferred Stock, no vote of the
holders of shares of Preferred Stock or Common Stock shall be a
prerequisite to the issuance of any shares of any series of the
Preferred Stock authorized by and complying with the conditions of
this Certificate of Incorporation.

ARTICLE 5. The name and mailing address of the Incorporator of the
Corporation is Lawrence B. Mandala, Esquire, 1717 Main Street, Suite 4100,
Dallas, Texas 75201.

ARTICLE 6. Special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the Board of
Directors, or by a majority of the members of the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the
Board of Directors and whose powers and authority, as provided in a
resolution of the Board of Directors or in the by-laws of the Corporation,
include the power to call such meetings, but such special meetings may not be
called by any other person or persons; provided, however, that, if and to the
extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of this Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the Delaware General Corporation Law (or its successor statute as
in effect from time to time hereafter), then such special meeting may also be
called by the person or persons, in the manner, at the times and for the
purposes so specified.

ARTICLE 7. The Corporation is to have perpetual existence.

ARTICLE 8. Election of directors need not be by written ballot
unless the Bylaws of the Corporation shall so provide.

ARTICLE 9. The number of directors which shall constitute the whole
Board of Directors of the Corporation shall be as specified in the by-laws of
the Corporation. The initial Board of Directors shall be composed of a single
director, whose name and mailing address are as follows: Steve Bedowitz, 282
Roses Grove Road, Watermill, New York 11976. At such time as the Board of
Directors shall consist of more than two directors, the Board of Directors shall
be

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<PAGE>

divided into three classes, Class I, Class II and Class III. Such classes
shall be as nearly equal in number of directors as possible. Each director
shall serve for a term ending on the third annual meeting following the
annual meeting at which such director was elected; provided, however, that a
director first elected to Class I shall serve for a term ending on the annual
meeting next following the end of the fiscal year in which the director was
elected, a director first elected to Class II shall serve for a term ending
on the second annual meeting next following the end of the fiscal year in
which the director was elected, and a director first elected to Class III
shall serve for a term ending on the third annual meeting next following the
end of the fiscal year in which the director was elected. The foregoing
notwithstanding, each director qualified shall serve until he shall resign,
become disqualified or disabled, or shall otherwise be removed.

At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they succeed,
unless, by reason of any intervening changes in the authorized number of
directors, the Board shall designate one or more directorships whose term
then expires as directorships of another class in order more nearly to
achieve equality of number of directors among the classes.

Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change in the
authorized number of directors each director then continuing to serve as a
director shall nevertheless continue as a director of the class of which he
is a member until the expiration of his current term, or his prior death,
resignation or removal. If any newly created directorship may, consistent
with the rule that the three classes shall be as nearly equal in number of
directors as possible, be allocated to one of two or more classes, the Board
of Directors shall allocate it to that of the available classes whose term of
office is due to expire at the earliest date following such allocation.

ARTICLE 10. No director of the Corporation shall be personally
liable to the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director of the Corporation; PROVIDED, HOWEVER,
that the foregoing is not intended to eliminate or limit the liability of a
director of the Corporation for (i) any breach of a director's duty of
loyalty to the Corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) a violation of Section 174 of the Delaware General Corporation
Law, or (iv) any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this Article 10 shall apply to
or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

ARTICLE 11. The Corporation shall, to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law, as that section may
be amended and supplemented from time to time, indemnify any director or
officer of the Corporation (and any director, trustee or officer of any
corporation, business trust or other entity to whose business the Corporation
shall have succeeded) which it shall have power to indemnify under that
Section against any expenses, liabilities or other matter referred to in or
covered by that Section. The indemnification provided for in this Article 11
(a) shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement or vote of
stockholders or disinterested

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<PAGE>

directors or otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office, (b) shall continue
as to a person who has ceased to be a director or officer and (c) shall inure
to the benefit of the heirs, executors and administrators of such a person.
To assure indemnification under this Article 11 of all such persons who are
determined by the Corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the Corporation which may exist
from time to time and which is governed by the Act of Congress entitled
"Employee Retirement Income Security Act of 1974," as amended from time to
time, such Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be deemed to include such
an employee benefit plan; the Corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such person
of his duties to the Corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to
an employee benefit plan pursuant to such Act of Congress shall be deemed
"fines;" and action taken or omitted by a person with respect to an employee
benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is
not opposed to the best interests of the Corporation.

ARTICLE 12. By-laws shall not be made, repealed, altered, amended or
rescinded by the stockholders of the Corporation except by the affirmative
vote of the holders of not less than sixty-six and two-thirds percent
(66 2/3%) of the total voting power of all outstanding shares of voting stock of
the Corporation.

ARTICLE 13. In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority granted or conferred by the
Delaware General Corporation Law or other statutes or laws of the State of
Delaware, the Board of Directors of the Corporation is expressly authorized
to make, repeal, alter, amend and rescind the by-laws of the Corporation
without any action on the part of the stockholders.

ARTICLE 14. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation
in the manner now or hereafter prescribed by the laws of the State of
Delaware, and all rights herein conferred are granted subject to this
reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
March, 2000, and affirm the statements contained herein as true under
penalties of perjury.

/s/ Lawrence B. Mandala
-----------------------------
LAWRENCE B. MANDALA
INCORPORATOR

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<PAGE>

================================================================================

SPEED RELEASE LOCK COMPANY

Incorporated Under the Laws
of the State of Delaware

----------------------------

BYLAWS

----------------------------

As Adopted March 9, 2000

================================================================================

<PAGE>

BYLAWS

SPEED RELEASE LOCK COMPANY

(A DELAWARE CORPORATION)

ARTICLE I

OFFICES

SECTION 1.1. The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.

SECTION 1.2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.1. ANNUAL MEETING. (A) An annual meeting of the
stockholders, shall be held at such date, place and time as shall be
designated from time to time by resolution of the Board of Directors, at
which meeting the stockholders shall elect by a plurality vote the directors
to succeed those whose terms expire and shall transact such other business as
may properly be brought before the meeting.

(B) At any annual meeting of stockholders, only such new
business shall be conducted, and only such proposals shall be acted upon, as
shall have been properly brought before the meeting (i) by, or at the
direction of, the Board of Directors or (ii) by any stockholder entitled to
vote at such meeting. Only such new business and only such proposals as have
been raised in accordance with the procedures set forth in this Section
2.1(B) shall be eligible for action or consideration at an annual meeting.

(C) In order for a proposal to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation as set forth in
this Section 2.1(C). To be timely, a stockholder's notice must be delivered
to, or mailed and received at, the principal executive office of the
Corporation not less than thirty (30) calendar days prior to the date of the
originally scheduled meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that, if
less than forty (40) calendar days' notice or prior public disclosure of

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<PAGE>

the date of the scheduled meeting is given or made by the Corporation, notice
by the stockholder to be timely must be so received not later than the close
of business of the tenth calendar day following the earlier of the day on
which such notice of the date of scheduled meeting was mailed or the day on
which such public disclosure was made. Such stockholder's notice shall set
forth as to each matter the stockholder proposes to bring before the meeting
(a) a description of the proposal desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the
Corporation beneficially owned by such stockholder in the proposal and (d)
any financial or other interest of such stockholder in the proposal.

SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by order of the President, and
shall be called by the President or Secretary at the request in writing of
one (1) or more members of the Board of Directors, the whole Executive
Committee or stockholders holding together at least one-fifth of all votes
entitled to be cast at the meeting. Special meetings of the stockholders
shall be held at such place within or without the State of Delaware, on such
date, and at such time as may be designated by the person or persons calling
the meeting.

SECTION 2.3. NOTICE OF MEETINGS. Written notice of every meeting of
stockholders, stating the time, place and purposes thereof, shall be given
personally or by mail at least ten (10), but not more than sixty (60), days
(except as otherwise provided by law) before the date of such meeting to each
person who appears on the stock transfer books of the Corporation as a
stockholder and who is entitled to vote at such meeting. If such notice is
mailed, it shall be directed to such stockholder at his address as it appears
on the stock transfer books of the Corporation.

SECTION 2.4. QUORUM. At any meeting of the stockholders, the holders
of a majority of the votes entitled to be cast at such meeting, present in
person or represented by proxy, shall constitute a quorum for all purposes,
except where otherwise provided by law or in the Certificate of
Incorporation. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum and the votes present
may continue to transact business until adjournment, provided that any action
(other than adjournment) is approved by at least a majority of the votes
required to constitute a quorum.

SECTION 2.5. ADJOURNMENTS. If at any meeting of stockholders a
quorum shall fail to attend in person or by proxy, the holders of a majority
of the votes entitled to be cast in person or by proxy and entitled to vote
at such meeting may adjourn the meeting from time to time until a quorum
shall attend, and thereupon any business may be transacted which might have
been transacted at the meeting as originally called. Notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, provided, however, that if the
adjournment is for more than thirty (30) days or if after the adjournment a
new record date is fixed, notice of the adjourned date shall be given.

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<PAGE>

SECTION 2.6. ORGANIZATION. The Chairman of the Board, and in his
absence the Vice Chairman, and in their absence the President, shall call
meetings of the stockholders to order and shall act as chairman thereof. The
Secretary or an Assistant Secretary of the Corporation shall act as secretary
at all meetings of the stockholders when present, and, in the absence of
both, the presiding officer may appoint any person to act as secretary. The
chairman of any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as he may deem appropriate in his
discretion.

SECTION 2.7. VOTING. At each meeting of the stockholders, each
holder of the shares of capital stock of the Corporation shall be entitled to
such voting rights as are designated in the Certificate of Incorporation of
the Corporation and may exercise such voting right either in person or by
proxy appointed by an instrument in writing subscribed by such stockholder or
his duly authorized attorney. No such proxy shall be voted or acted upon
after eleven (11) months from its date unless the proxy provides for a longer
period. Voting need not be by ballot. All elections of directors shall be
decided by a plurality vote of the votes entitled to be cast and all
questions decided and actions authorized by a majority vote of the votes
entitled to be cast, except as otherwise required by law.

SECTION 2.8. INSPECTORS. At any meeting of stockholders, inspectors
of election may be appointed by the presiding officer of the meeting for the
purpose of opening and closing the polls, receiving and taking charge of the
proxies, and receiving and counting the ballots or the vote of stockholders
otherwise given. The inspectors shall be appointed by the presiding officer
of the meeting, shall be sworn to faithfully perform their duties, and shall
in writing certify to the returns. No candidate for election as director
shall be appointed or act as inspector.

SECTION 2.9. STOCKHOLDER LIST. At least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of such
stockholder, shall be prepared and held open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for said ten (10) days either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.10. INFORMAL ACTION. Any action that may be taken at any
annual or special meeting of the stockholders of the Corporation, may be
taken without a meeting, without prior notice, and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, provided
that a consent must bear the date of each stockholder's signature and no
consent will be effective unless written consents received by a sufficient
number of stockholders to take the contemplated action are delivered to the
Corporation within sixty (60) days of the date that the earliest consent is
delivered to the Corporation. Prompt notice of the

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<PAGE>

taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing. In the event that the action which is consented to is such as would
have required the filing of a certificate under any section of Delaware law,
if such action had been voted on by stockholders at a meeting thereof, the
certificate filed under such other section shall state, in lieu of any
statement required by such section concerning any vote of stockholders, that
written consent and that written notice have been given in accordance with
Section 228 of the General Corporation Law of the State of Delaware.

ARTICLE III

DIRECTORS

SECTION 3.1. FUNCTIONS AND NUMBER. The property, business and
affairs of the Corporation shall be managed and controlled by a board of
directors, who need not be stockholders, citizens of the United States or
residents of the State of Delaware. The number of members which shall
constitute the Board of Directors shall be determined by resolution of the
Board of Directors or by the stockholders at an annual or special meeting
held for that purpose, but no decrease in the Board of Directors shall have
the effect of shortening the term of an incumbent director. The initial Board
of Directors shall consist of one (1) member, such number to constitute the
first whole Board of Directors. The use of the phrase "whole Board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies. Except as otherwise provided by law or in these
Bylaws or in the Certificate of Incorporation, the directors shall be elected
by the stockholders entitled to vote at the annual meeting of stockholders of
the Corporation, and shall be elected to serve until the annual meeting of
stockholders which takes place at the end of such director's term and until
their successors shall be elected and shall qualify.

SECTION 3.2. REMOVAL. Any director may be removed, with or without
cause, by the affirmative vote of the holders of a majority of the votes then
entitled to be cast at a meeting for the election of directors.

SECTION 3.3. VACANCIES. Unless otherwise provided in the Certificate
of Incorporation or in these Bylaws, vacancies among the directors, whether
caused by resignation, death, disqualification, removal, an increase in the
authorized number of directors or otherwise, may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director.

SECTION 3.4. PLACE OF MEETING. The directors may hold their meetings
and may have one or more offices and keep the books of the Corporation
(except as otherwise may at any time be provided by law) at such place or
places within or without the State of Delaware as the Board may from time to
time determine.

SECTION 3.5. ANNUAL MEETING. The newly elected Board may meet for
the purpose of organization, the election of officers and the transaction of
other business, at such time and place within or without the State of
Delaware as shall be fixed as provided in Section 3.7 of this Article for
special meetings of the Board of Directors.

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<PAGE>

SECTION 3.6. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place within or without the State of
Delaware as the Board of Directors shall from time to time by resolution
determine, and no notice of such regular meetings shall be required.

SECTION 3.7. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by the direction of the President or
of one (1) or more directors then in office. The Secretary or some other
officer or director of the Corporation shall give notice to each director of
the time and place of each special meeting by mailing the same at least five
(5) days before the meeting or by telexing, telegraphing or telephoning the
same not later than the day before the meeting, at the residence address of
each director or at his usual place of business. Special meetings of the
Board shall be held at such place within or without the State of Delaware as
shall be specified in the call for the meeting. Unless expressly required by
statute, by the Certificate of Incorporation or by the Bylaws, neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice of a meeting.

SECTION 3.8. QUORUM. Except as otherwise provided by law or in the
Certificate of Incorporation, a majority of the directors in office shall
constitute a quorum for the transaction of business. A majority of those
present at the time and place of any regular or special meeting, if less than
a quorum be present, may adjourn from time to time without notice, until a
quorum be had. The act of a majority of directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise provided by law or in the Certificate of Incorporation. In
the event of a tie, the Chairman of the Board will cast the deciding vote.

SECTION 3.9. COMPENSATION. The Board of Directors shall have the
authority to fix by resolution the compensation of directors.

SECTION 3.10. ORGANIZATION. At all meetings of the Board of
Directors, the Chairman of the Board, or in his absence the Vice Chairman,
and in their absence, the President shall preside. The Secretary or an
Assistant Secretary of the Corporation shall act as secretary at all meetings
of the Board of Directors when present, and, in the absence of both, the
presiding officer may appoint any person to act as secretary.

SECTION 3.11. TELEPHONE MEETINGS. Any member of the Board of
Directors may participate in any meeting of such Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in any
meeting pursuant to this provision shall constitute presence in person at
such meeting.

SECTION 3.12. INFORMAL ACTION. Any action required or permitted to
be taken at any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if all the members of the Board consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board.

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<PAGE>

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<PAGE>

ARTICLE IV

COMMITTEES

SECTION 4.1. EXECUTIVE COMMITTEE. The Board of Directors, by a
resolution passed by a vote of a majority of the whole Board, may appoint an
Executive Committee of one or more directors, which to the extent permitted
by law and in said resolution shall, during the intervals between the
meetings of the Board of Directors, in all cases where special directions
shall not have been given by the Board, have and exercise the powers of the
Board of Directors, including those powers enumerated in these Bylaws that
are not specifically reserved to the Board of Directors, in the management of
the property, business and affairs of the Corporation; provided, however,
that the Executive Committee shall not have any power or authority to amend
the Certificate of Incorporation, to adopt any agreement of merger or
consolidation, to recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets, to
recommend to the stockholders a dissolution of the Corporation or a
revocation of dissolution, to amend the Bylaws of the Corporation, to declare
a dividend, to authorize the issuance of stock or to adopt a certificate of
merger. The Executive Committee shall have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. The Board of
Directors shall appoint the Chairman of the Executive Committee. The members
of the Executive Committee shall receive such compensation and fees as from
time to time may be fixed by the Board of Directors.

SECTION 4.2. ALTERNATES AND VACANCIES. The Board of Directors may
designate one or more directors as alternate members of the Executive
Committee who may replace any absent or disqualified member at any meeting of
the Executive Committee. In the absence or disqualification of a member of
the Executive Committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.
All other vacancies in the Executive Committee shall be filled by the Board
of Directors in the same manner as original appointments to such Committee.

SECTION 4.3. COMMITTEES TO REPORT TO BOARD. The Executive Committee
shall keep regular minutes of its proceedings and all action by the Executive
Committee shall be reported to the Board of Directors at its meeting next
succeeding such action.

SECTION 4.4. PROCEDURE. The Executive Committee shall fix its own
rules of procedure, and shall meet where and as provided by such rules or by
resolution of the Board of Directors. The presence of a majority of the then
appointed number of each committee created pursuant to this Article IV shall
constitute a quorum and in every case an affirmative vote by a majority of
the members of the committee present and not disqualified from voting shall
be the act of the committee.

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<PAGE>

SECTION 4.5. OTHER COMMITTEES. From time to time the Board of
Directors by a resolution adopted by a majority of the whole Board may
appoint any other committee or committees for any purpose or purposes, to the
extent lawful, which shall have such powers as shall be determined and
specified by the Board of Directors in the resolution of appointment.

SECTION 4.6. TERMINATION OF COMMITTEE MEMBERSHIP. In the event any
person shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee appointed by
the Board of Directors, or any subcommittee thereof.

ARTICLE V

OFFICERS

SECTION 5.1. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall consist of a President and a Secretary, and Treasurer, each
of whom shall be elected annually by the Board of Directors. The Board of
Directors, at its option, may also elect a Chairman of the Board, a Vice
Chairman, and one or more Vice Presidents. Unless otherwise provided in the
resolution of election, each officer shall hold office until the next annual
election of directors and until his successor shall have been qualified. Any
two of such offices may be held by the same person.

SECTION 5.2. SUBORDINATE OFFICERS. The Board of Directors may
appoint one or more Assistant Secretaries, one or more Assistant Treasurers
and such other subordinate officers and agents as it may deem necessary or
advisable, for such term as the Board of Directors shall fix in such
appointment, who shall have such authority and perform such duties as may
from time to time be prescribed by the Board.

SECTION 5.3. COMPENSATION. The Board of Directors shall have the
power to fix the compensation of all officers, agents and employees of the
Corporation, which power, as to other than elected officers, may be delegated
as the Board of Directors shall determine.

SECTION 5.4. REMOVAL. All officers, agents and employees of the
Corporation shall be subject to removal, with or without cause, at any time
by affirmative vote of the majority of the whole Board of Directors whenever,
in the judgment of the Board of Directors, the best interests of the
Corporation will be served thereby. The power to remove agents and employees,
other than officers or agents elected or appointed by the Board of Directors,
may be delegated as the Board of Directors shall determine.

SECTION 5.5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one is elected, shall be chosen from among the members of the Board of
Directors and shall preside at all meetings of the directors and the
stockholders of the Corporation. The Chairman of the Board shall have
supervisory power over the President and all other officers of the
Corporation. Although the Board of Directors may elect a Vice Chairman of the
Board, who, in the absence of the Chairman, shall preside at all meetings of
the stockholders and directors at which he is present, such Vice Chairman
shall not be an officer of the Corporation.

-8-

<PAGE>

SECTION 5.6. THE PRESIDENT. The President shall be the Chief
Executive Officer of the Corporation and shall have the general powers and
duties of supervision and management of the Corporation. The President, in
the absence of the Chairman and Vice Chairman of the Board, shall preside at
all meetings of the stockholders and directors at which he is present. The
President shall also perform such other duties as may from time to time be
assigned to him by the Board of Directors.

SECTION 5.7. VICE PRESIDENTS. Each Vice President shall perform such
duties and shall have such authority as from time to time may be assigned to
him by the Board of Directors or the President. At the discretion of the
Board of Directors, one Vice President, if any are elected, may be designated
as the Chief Financial Officer and shall have the general powers and duties
of supervision and management of the Corporation's financial affairs.

SECTION 5.8. THE TREASURER. The Treasurer shall have the general
care and custody of all the funds and securities of the Corporation which may
come into his hands and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as from time to time may be
designated by the Board of Directors or by an officer or officers authorized
by the Board of Directors to make such designation, and the Treasurer shall
pay out and dispose of the same under the direction of the Board of
Directors. He shall have general charge of all securities of the Corporation
and shall in general perform all duties incident to the position of Treasurer.

SECTION 5.9. THE SECRETARY. The Secretary shall keep the minutes of
all proceedings of the Board of Directors and the minutes of all meetings of
the stockholders and also, unless otherwise directed by such committee, the
minutes of each standing committee, in books provided for that purpose, of
which he shall be the custodian; he shall attend to the giving and serving of
all notices for the Corporation; he shall have charge of the seal of the
Corporation, of the stock certificate books and such other books and papers
as the Board of Directors may direct; and he shall in general perform all the
duties incident to the office of Secretary and such other duties as may be
assigned to him by the Board of Directors.

SECTION 5.10. VACANCIES. All vacancies among the officers for any
cause shall be filled only by the Board of Directors.

SECTION 5.11. BONDING. The Board of Directors shall have power to
require any officer or employee of the Corporation to give bond for the
faithful discharge of his duties in such form and with such surety or
sureties as the Board of Directors may deem advisable.

ARTICLE VI

STOCK

SECTION 6.1. FORM AND EXECUTION OF CERTIFICATES. The shares of stock
of the Corporation shall be represented by certificates in such form as shall
be approved by the Board of Directors; provided that the Board of Directors
of the Corporation may provide by resolution that some or all of any or all
classes or series of its stock shall be uncertificated shares. Any such

-9-

<PAGE>

resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation; and, notwithstanding the
adoption of such a resolution by the Board of Directors, every holder of
stock represented by certificates and every holder of uncertificated shares
shall be entitled to a certificate or certificates representing his shares
upon delivery of a written request therefor to the Secretary of the
Corporation. The certificates shall be signed by the President or the Vice
President and the Treasurer or the Secretary or an Assistant Treasurer or
Assistant Secretary, except that where any such certificates shall be
countersigned by a transfer agent and by a registrar, the signatures of any
of the officers above specified, and the seal of the Corporation upon such
certificates, may be facsimiles, engraved or printed. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of its issue.

SECTION 6.2. REGULATIONS. The Board of Directors may make such rules
and regulations consistent with any governing statute as it may deem
expedient concerning the issue, transfer and registration of certificates of
stock and concerning certificates of stock issued, transferred or registered
in lieu or replacement of any lost, stolen, destroyed or mutilated
certificates of stock.

SECTION 6.3. FIXING OF RECORD DATE. For the purpose of determining
the stockholders entitled to notice of, and to vote at, any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect
of any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a date as
the record date for any such determination of stockholders, and all persons
who are stockholders of record on the date so fixed, and no others, shall be
entitled to notice of, and to vote at, such meeting or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or to take any other lawful action, as the
case may be. Such record date shall not be more than sixty (60) days nor less
than ten (10) days before the date of any such meeting, nor more than sixty
(60) days prior to any other action, provided that any record date
established by the Board of Directors may not precede the date of the
resolution establishing the record date. The record date for determining
stockholders entitled to consent to corporate actions in writing shall not be
more than ten (10) days after the date upon which the resolution fixing the
record date was adopted. If no record date is established prior to an action
undertaken by consent, the record date shall be, if no action of the Board of
Directors is required, the first date on which a signed written consent
setting forth the action taken is delivered to the corporation. If action by
the Board of Directors is required, the record date shall be the close of
business on the day the board adopts the resolution taking the prior action.

SECTION 6.4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars for
any or all classes of the capital stock

-10-

<PAGE>

of the Corporation, and may require stock certificates of any or all classes
to bear the signature of either or both.

ARTICLE VII

SEAL

SECTION 7.1. SEAL. The seal of the Corporation shall be circular in
form and contain the name of the Corporation and the words "CORPORATE SEAL,
DELAWARE", which seal shall be in charge of the Secretary to be used as
directed by the Board of Directors.

ARTICLE VIII

FISCAL YEAR

SECTION 8.1. FISCAL YEAR. The fiscal year of the Corporation shall end
on December 31 unless otherwise determined by resolution of the Board of
Directors.

ARTICLE IX

WAIVER OF NOTICE

SECTION 9.1. WAIVER OF NOTICE. Any person may waive any notice
required to be given by law, in the Certificate of Incorporation or under
these Bylaws by attendance in person, or by proxy if a stockholder, at any
meeting, except when such person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, or by a
writing signed by the person or persons entitled to said notice, whether
before or after the time stated in said notice, which waiver shall be deemed
equivalent to such notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors, or
members of a committee appointed by the Board of Directors need be specified
in any written waiver of notice.

ARTICLE X

CHECKS, NOTES, DRAFTS, CONTRACTS, VOTING OF SECURITIES, ETC.

SECTION 10.1. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts
or other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer,
officers, person or persons as from time to time may be designated by the
Board of Directors or by an officer or officers authorized by the Board of
Directors to make such designation.

SECTION 10.2. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of
Directors may authorize any officer or officers, agent or agents, in the name
and on behalf of the Corporation, to

-11-

<PAGE>

enter into or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such authority may be
general or confined to specific instances.

SECTION 10.3. PROVISION REGARDING CONFLICTS OF INTEREST. No contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes
of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or

(b) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of
Directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

SECTION 10.4. VOTING OF SECURITIES OWNED BY THE CORPORATION. Subject
always to the specific directions of the Board of Directors, any share or
shares of stock or other securities issued by any other corporation and owned
or controlled by the Corporation may be voted, whether by written consent as
set forth herein below or at any meeting of such other corporation, by the
President of the Corporation, or in the absence of the President, by any Vice
President of the Corporation who may be present at such meeting or available
to sign such written consent. Whenever in the judgment of the President, or
in his absence, of any Vice President, it shall be desirable for the
Corporation to execute a proxy or give a consent with respect to any share or
shares of stock or other securities issued by any other corporation and owned
by the Corporation, such proxy or consent shall be executed in the name of
the Corporation by the President or one of the Vice Presidents of the
Corporation without necessity of any authorization by the Board of Directors.
Any person or persons so designated as the proxy or proxies of the
Corporation shall have full right, power and authority to vote the share or
shares of stock or other securities issued by such other corporation and
owned by the Corporation.

-12-

<PAGE>

ARTICLE XI

INDEMNIFICATION

SECTION 11.1. INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action suit or proceeding, whether civil,
criminal or investigative (a "proceeding"), by reason of the fact that he or
a person for whom he is the legal representative is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, trustee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans) whether
the basis of such proceeding is alleged action in his official capacity as a
director, officer, employee or agent, or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted by the Delaware
General Corporation Law against all expenses, liability and loss (including
attorneys' fees, judgments, fines, special excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith. Such right shall be a contract right and
shall include the right to require advancement by the Corporation of
attorneys' fees and other expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that the payment of
such expenses incurred by a director or officer of the Corporation in his
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding, shall be made by the
Corporation only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amount so advanced if it
should be determined ultimately that such director or officer is not entitled
to be indemnified under this section or otherwise.

SECTION 11.2. INDEMNIFICATION NOT EXCLUSIVE. The indemnification and
advancement of expenses provided by this Article XI shall not be deemed
exclusive of any other rights to which a person seeking indemnification may
be entitled under the Certificate of Incorporation, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 11.3. INSURANCE. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, trustee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans) against
any liability assessed against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the provisions
of this Article XI.

-13-

<PAGE>

-14-

<PAGE>
EXHIBIT 4.1

SEE REVERSE FOR IMPORTANT NOTICE

NUMBER SHARES
000
ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE

SPEED RELEASE LOCK COMPANY
COMMON STOCK

AUTHORIZED SHARES 25,000,000 PAR VALUE $0.001

SPECIMEN
THIS CERTIFIES THAT______________________________________________________IS THE
REGISTERED HOLDER OF ________________________________________________SHARES
OF THE FULLY PAID AND NON-ASSESSABLE CAPITAL STOCK OF SPEED RELEASE LOCK COMPANY

TRANSFERRABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN
PERSONS OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO BE HEREUNTO
AFFIXED THIS _______________ DAY OF _________________________ A.D.____________

_______________________________ _______________________________
PRESIDENT SECRETARY

<PAGE>

FOR VALUE RECEIVED, ____________________________________________ HEREBY SELL,
ASSIGN AND TRANSFER UNTO __________________________________________________
________________________________________________________________________ SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT _______________________________________
______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION, WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ______________________________________
IN PRESENCE OF ______________________________________

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

CERTIFICATE
FOR
SHARES

OF THE

ISSUED TO

_______________________________

DATED__________________________

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ACCORDINGLY, MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (i) UPON EFFECTIVE
REGISTRATION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (ii) UPON ACCEPTANCE BY THE ISSUER OF AN
OPINION OF COUNSEL IN SUCH FORM AND BY SUCH COUNSEL OR OTHER DOCUMENTATION, AS
SATISFACTORY TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

THE CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE
ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS A
FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

<PAGE>

<TABLE>
<CAPTION>
PROMISSORY NOTE

- -----------------------------------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$300,000.00 02-08-2000 08-07-2000 R 102940 4A 28 LMN
- -----------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any
particular loan or item.
- -----------------------------------------------------------------------------------------------------------------------
BORROWER: SPEED RELEASE LOCK COMPANY LENDER: NORTH DALLAS BANK & TRUST CO.
2444 WALNUT RIDGE 12900 PRESTON RD.
DALLAS, TX 75229-4960 P.O. BOX 679001
DALLAS, TX 75367-9001

=======================================================================================================================
PRINCIPAL AMOUNT: $300,000.00 INTEREST RATE: 7.520% DATE OF NOTE: FEBRUARY 8, 2000

</TABLE>

PROMISE TO PAY. SPEED RELEASE LOCK COMPANY ("BORROWER") PROMISES TO PAY TO NORTH
DALLAS BANK & TRUST CO. ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED
STATES OF AMERICA, THE PRINCIPAL AMOUNT OF THREE HUNDRED THOUSAND & 00/100
DOLLARS ($300,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST
AT THE RATE OF 7.520% PER ANNUM ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF
EACH ADVANCE. INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL
REPAYMENT OF EACH ADVANCE OR MATURITY, WHICHEVER OCCURS FIRST.

CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has
been implemented under the "Weekly Ceiling" as referred to in Sections 303.002
and 303.003 of the Texas Finance Code. However, Lender reserves the right to
implement a different interest rate and to renew such rate, provided Lender
complies with the requirements of Sections 303.101, 102 and 103 of the Texas
Finance Code.

PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL
PLUS ALL ACCRUED UNPAID INTEREST ON AUGUST 7, 2000. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding, unless such calculation would result in a usurious rate, in
which case interest shall be calculated on a per diem basis of a year of 365 or
366 days, as the case may be. Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs and late charges. Notwithstanding any other provision of
this Note, Lender will not charge interest on any undisbursed loan proceeds. No
scheduled payment, whether of principal or interest or both, will be due unless
sufficient loan funds have been disbursed by the scheduled payment date to
justify the payment.

DEMAND FEATURE. Payable on demand, but if no demand is made, then payable at
maturity.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due.

POST MATURITY RATE. The Post Maturity Rate on this Note is 18.000% per annum.
Borrower will pay interest on all sums due after final maturity, whether by
acceleration or otherwise, at that rate, with the exception of any amounts added
to the principal balance of this Note based on Lender's payment of insurance
premiums, which will continue to accrue interest at the pre-maturity rate.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for

<PAGE>

any part of Borrower's property, Borrower makes an assignment for the benefit
of creditors, or any proceeding is commenced either by Borrower or against
Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries to
take any of Borrower's property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with
Lender. (f) Any guarantor dies or any of the other events described in this
default section occurs with respect to any guarantor of this Note. (g) A
material adverse change occurs in Borrower's financial condition, or Lender
believes the prospect of payment or performance of the Indebtedness is
impaired. (h) Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable, it may be cured
(and no event of default will have occurred) if Borrower, after receiving
written notice from Lender demanding cure of such default: (a) cures the default
within twenty (20) days; or (b) if the cure requires more than twenty (20) days,
immediately initiates steps which Lender deems in Lender's sole discretion to be
sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical. Lender may require payment by Borrower and any surety,
endorser, cosigner and guarantor without first resorting to any security.
Borrower and all other parties liable hereon consent to the release or discharge
of any party liable hereon (including any of the undersigned) and to the
release, impairment or substitution of any collateral for this Note by Lender.
Borrower and every surety, endorser, cosigner and guarantor of this Note waive
presentment for payment, protest, notice of dishonor, grace and notice of
acceleration and all other notice, filing of suit and diligence in collecting
this Note and the enforcing of any of the security rights of Lender, and consent
and agree that time of payment hereof may be extended without notice at any time
and from time to time, and for periods of time whether or not for a term or
terms in excess of the original term hereof, without notice or consideration to,
or consent from any surety, cosigner, endorser and guarantor.

LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount. Lender may hire an attorney to help collect this Note if Borrower does
not pay, and Borrower will pay Lender's reasonable attorneys' fees. Borrower
also will pay Lender all other amounts actually incurred by Lender as court
costs, lawful fees for filing, recording, or releasing to any public office any
instrument securing this loan; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor vehicle
offered as security for this loan, or premiums or identifiable charges received
in connection with the sale of authorized insurance. THIS NOTE HAS BEEN
DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF TEXAS. IF THERE IS A
LAWSUIT, AND IF THE TRANSACTION EVIDENCED BY THIS NOTE OCCURRED IN DALLAS
COUNTY, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF
THE COURTS OF DALLAS COUNTY, THE STATE OF TEXAS. THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAWS.

DISHONORED CHECK CHARGE. Borrower will pay a processing fee of $25.00 if any
check given by Borrower to Lender as a payment on this loan is dishonored.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

COLLECTION. This Note is secured by NDB&T CD, as more fully described in the
Security Agreement executed 02/13/99, wherein the maker and grantor herein grant
unto the payee a security interest.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from Borrower's accounts, may be
requested orally or in writing by Borrower or by an

<PAGE>

authorized person. Lender may, but need not, require that all oral requests
be confirmed in writing. Borrower agrees to be liable for all sums either:
(a) advanced in accordance with the instructions of an authorized person or
(b) credited to any of Borrower's accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on
this Note or by Lender's internal records, including daily computer
printouts. Lender will have no obligation to advance funds under this Note
if: (a) Borrower or any guarantor is in default under the terms of this Note
or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (b) Borrower
or any guarantor ceases doing business or is insolvent; (c) any guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such
guarantor's guarantee of this Note or any other loan with Lender; (d)
Borrower has applied funds provided pursuant to this Note for purposes other
than those authorized by Lender; or (e) Lender in good faith deems itself
insecure under this Note or any other agreement between Lender and Borrower.
THIS REVOLVING LINE OF CREDIT SHALL NOT BE SUBJECT TO CHAPTER 346 OF THE
TEXAS FINANCE CODE.

ADVANCEMENT. Interest will be charged from date of each advancement on the
amount of each advancement.

RENEWAL. This note is a renewal and extension of note #102940, dated 08/12/99,
in the amount of $300,000.00, executed by the undersigned.

GENERAL PROVISIONS. This Note has a demand feature. The inclusion of specific
default provisions or rights of Lender shall not preclude Lender's right to
declare payment of this Note on its demand. NOTICE: Under no circumstances (and
notwithstanding any other provisions of this Note) shall the interest charged,
collected, or contracted for on this Note exceed the maximum rate permitted by
law. The term "maximum rate permitted by law" as used in this Note means the
greater of (a) the maximum rate of interest permitted under federal or other law
applicable to the indebtedness evidenced by this Note, or (b) the higher, as of
the date of this Note, of the "Weekly Ceiling" or the "Quarterly Ceiling" as
referred to in Sections 303.002, 303.003 and 303.006 of the Texas Finance Code.
If any part of this Note cannot be enforced, this fact will not affect the rest
of the Note. In particular, this section means (among other things) that
Borrower does not agree or intend to pay, and Lender does not agree or intend to
contract for, charge, collect, take, reserve or receive (collectively referred
to herein as "charge or collect"), any amount in the nature of interest or in
the nature of a fee for this loan, which would in any way or event (including
demand, prepayment, or acceleration) cause Lender to charge or collect more for
this loan than the maximum Lender would be permitted to charge or collect by
federal law or the law of the State of Texas (as applicable). Any such excess
interest or unauthorized fee shall, instead of anything stated to the contrary,
be applied first to reduce the principal balance of this loan, and when the
principal has been paid in full, be refunded to Borrower. The right to
accelerate maturity of sums due under this Note does not include the right to
accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Lender does not intend to charge or collect any unearned
interest in the event of acceleration. All sums paid or agreed to be paid to
Lender for the use, forbearance or detention of sums due hereunder shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of the loan evidenced by this Note until payment in
full so that the rate or amount of interest on account of the loan evidenced
hereby does not exceed the applicable usury ceiling. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them.
Borrower and any other person who signs, guarantees or endorses this Note, to
the extent allowed by law, waive presentment, demand for payment, protest,
notice of dishonor, notice of intent to accelerate the maturity of this Note,
and notice of acceleration of the maturity of this Note. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

<PAGE>

BORROWER:

SPEED RELEASE LOCK COMPANY

By:
---------------------------------
STEVE BEDOWITZ, C.E.O.

<PAGE>

Exhibit 10.2

DALLAS-FORT WORTH ASSOCIATES

NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

COMMERCIAL LEASE AGREEMENT

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Article PAGE
----
<S> <C>
1. Defined Terms 1
2. Lease and Lease Term 2
3. Rent and Security Deposit 2
4. Taxes 3
5. Insurance and Indemnity 3
6. Use of Demised premises 4
7. Property Condition, Maintenance, Repairs and Alterations 5
8. Damage or Destruction 6
9. Condemnation 7
10. Assignment and Subletting 7
11. Default and Remedies 7
12. Landlord's Contractual Lien 9
13. Protection of Lenders 9
14. Environmental Representations and Indemnity 10
15. Professional Service Fees 10
16. Miscellaneous 11
17. Additional Provisions 13
</TABLE>

EXHIBITS AND ADDENDA. Any exhibit or addendum attached to this Lease is
incorporated as part of this Lease for all purposes. Any term not
specifically defined in the Addenda shall have the same meaning
given to it in the body of this Lease. To the extent any provisions in
the body of this Lease conflict with the Addenda, the Addenda shall control.

[CHECK ALL BOXES WHICH APPLY. BOXES NOT CHECKED DO NOT APPLY.]

<TABLE>
<S> <C>
/ / Exhibit A Survey and/or Legal Description of the
Property
/ / Exhibit B Floor Plan and/or Site Plan

/X/ Addendum A Expense Reimbursement
/ / Addendum B Renewal Options
/ / Addendum C Right of First Refusal for Additional Space
/ / Addendum D Percentage Rental/Gross Sales Reports
/X/ Addendum E Guarantee
/ / Addendum F Construction of Improvements
/X/ Addendum G Rules and Regulations
/ / Addendum H Other________________________________
</TABLE>

IN CONSIDERATION of the terms, provisions and agreements contained in this
Lease, the parties agree as follows:

ARTICLE ONE: DEFINED TERMS. As used in this Commercial Lease Agreement (the
"Lease"), the terms set forth in this Article One have the following
respective meanings:

1.01. EFFECTIVE DATE: The last date beneath the signatures of Landlord and
Tenant on page 13 below.

1.02. LANDLORD: Public Industrial Property Co., Inc.
------------------------------------------------------------
Address: 7411 Hines Place, Suite 100
-------------------------------------------------------------
Dallas, Texas 75235 Telephone: (214) 637-3636 Fax: (214) 637-6363
-------------------------------------------------------------------

1.03. TENANT: Steven D. Bedowitz d/b/a Speed Release Lock Co.
--------------------------------------------------------------
Address: 2603 Southwell, Suite 103

Dallas, Texas 75229 Telephone: (972) 488-6848 Fax: (972) 488-6780
-------------------------------------------------------------------

1.04. DEMISED PREMISES: 2603 Southwell, Suite 103, Dallas, Texas 75229
----------------------------------------------------
A. STREET ADDRESS: 2603 Southwell, Suite 103, Dallas, Texas 75229
-------------------------------------------------------
in Dallas County, Texas
--------------- -----------------------

B. FLOOR PLAN OR SITE PLAN: Being a floor area of approximately 3,000
square feet N/A feet by N/A feet (measured to the exterior of outside walls
to the center of the interior walls).

C. Tenant's pro rata share of the Property is N/A%.
[See ADDENDUM A, EXPENSE REIMBURSEMENT, if applicable]

1.05. LEASE TERM: 1 year and 0 months beginning on May 1, 2000 (the
"Commencement Date") and ending on April 30, 2001 (the "Expiration
Date").

1.06. BASE RENT: $18,600.00 total Base Rent for the Lease Term payable in
monthly installments of $1,550.00 per month in advance. (The total
amount of Rent is defined in Section 3.01.)

1.07. PERCENTAGE RENTAL RATE: N/A%. [See ADDENDUM D, PERCENTAGE RENTAL/GROSS
SALES REPORTS, if applicable]

Page 1
<PAGE>

1.08. SECURITY DEPOSIT: $1,550.00 (due upon execution of this Lease). [See
Section 3.04]

1.09. PERMITTED USE: Sale and distribution of locks for guns. [See Section
6.01]

1.10. PARTY TO WHOM TENANT IS TO DELIVER PAYMENTS UNDER THIS LEASE [CHECK
ONE]: /X/ Landlord, / / Principal Broker,
or
/ / Other N/A.
Landlord may designate in writing the party authorized to act on
behalf of Landlord to enforce this Lease. Any such authorization
will remain in effect until it is revoked by Landlord in writing.

1.11. PRINCIPAL BROKER: Dallas-Forth Worth Associates acting as
[CHECK ONE]: /X/ agent for Landlord exclusively, / / agent for tenant
exclusively, / / an intermediary.
Principal Broker's Address: 2646 Andjon, Suite E

Dallas, Texas 75220 Telephone: (214) 352-2408 Fax: (214) 352-5038
---------------------- ---------------- ---------------

1.12. COOPERATING BROKER: : Dallas-Forth Worth Associates acting as

[CHECK ONE]: / / agent for Landlord exclusively, / / agent for tenant
exclusively, / / an intermediary.
Cooperating Broker's Address: 2646 Andjon, Suite E
----------------------------------------
Dallas, Texas 75220 Telephone: (214) 352-2408 Fax: (214) 352-5038
---------------------- ---------------- ---------------

1.13. THE FEE: The Professional Service Fee shall be as set forth in [CHECK
ONE] / / Paragraph A, or / / Paragraph B of Section 15.01.

A. The percentage applicable for leases in Sections 15.01 and 15.03 shall
be by separate agreement percent (N/A%).

B. The percentage applicable in Section 15.04 in the event of a sale
shall be N/A percent (N/A%).

1.14. ACCEPTANCE: The number of days for acceptance of this offer is 2 days.
[See Section 16.14]

ARTICLE TWO: LEASE AND LEASE TERM

2.01. LEASE OF DEMISED PREMISES FOR LEASE TERM. Landlord leases the Demised
Premises to Tenant and Tenant leases the Demised Premises from Landlord for the
Lease Term stated in Section 1.05. The Commencement Date is the date specified
in Section 1.05, unless advanced or delayed under any provision of this Lease.

2.02. DELAY IN COMMENCEMENT. Landlord shall not be liable to Tenant if Landlord
does not deliver possession of the Demised Premises to Tenant on the
Commencement Date specified in Section 1.05 above. Landlord's non-delivery of
possession of the Demised Premises to Tenant on the Commencement Date will not
affect this Lease or the obligations of Tenant under this Lease. However, the
Commencement Date shall be delayed until possession of the Demised Premises is
delivered to Tenant. The Lease Term shall be extended for a period equal to the
delay in delivery of possession of the Demised Premises to Tenant, plus the
number of days necessary for the Lease Term to expire on the last day of a
month. If Landlord does not deliver possession of the Demised Premises to Tenant
within sixty (60) days after the Commencement Date specified in Section 1.05,
Tenant may cancel this Lease by giving written notice to Landlord within ten
(10) days after the 60-day period ends. If Tenant gives such notice, this Lease
shall be canceled effective as of the date of its execution, and no party shall
have any obligations under this Lease. If Tenant does not give such notice
within the time specified, Tenant shall have no right to cancel this Lease, and
the Lease Term shall commence upon the delivery of possession of the Demised
Premises to Tenant. If delivery of possession of the Demised Premises to Tenant
is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment
to this Lease setting forth the revised Commencement Date and Expiration Date of
the Lease Term.

2.03. EARLY OCCUPANCY. If Tenant occupies the Demised Premises prior to the
Commencement Date, Tenant's occupancy of the Demised Premises shall be subject
to all of the provisions of this Lease. Early occupancy of the Demised Premises
shall not advance the Expiration Date. Unless otherwise provided herein Tenant
shall pay Base Rent and all other charges specified in this Lease for the period
of occupancy.

2.04. HOLDING OVER. Tenant shall vacate the Demised Premises immediately upon
the expiration of the Lease Term or earlier termination of this Lease. Tenant
shall reimburse Landlord for and indemnify Landlord against all damages incurred
by Landlord as a result of any delay by Tenant in vacating the Demised Premises.
If Tenant does not vacate the Demised Premises upon the expiration of the Lease
Term or earlier termination of this Lease, Tenant's occupancy of the Demised
Premises shall be a day-to-day tenancy, subject to all of the terms of this
Lease, except that the Base Rent during the

Page 2
<PAGE>

holdover period shall be increased to an amount which is one-and-one-half
(1 1/2) times the Base Rent in effect on the expiration or termination of this
Lease, computed on a daily basis for each day of the holdover period, plus
all additional sums due under this Lease. This paragraph shall not be
construed as Landlord's consent for Tenant to hold over or to extend this
Lease.

ARTICLE THREE: RENT AND SECURITY DEPOSIT

3.01. MANNER OF PAYMENT. All sums payable under this Lease by Tenant (the
"Rent") shall be made to the Landlord at the address designated in Section 1.02,
unless another person is designated in Section 1.10, or to any other party or
address as Landlord may designate in writing. Any and all payments made to a
designated third party for the account of the Landlord shall be deemed made to
Landlord when received by the designated third party. All sums payable by,
Tenant under this Lease, whether or not expressly denominated as rent, shall
constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code and
for all other purposes. The Base Rent is the minimum rent for the Demised
Premises and is subject to the terms and conditions contained in this Lease,
together with the attached Addenda, if any.

3.02. TIME OF PAYMENT. Upon execution of this Lease, Tenant shall pay the
installment of Base Rent for the first month of the Lease Term. On or before
the first day of the second month of the Lease Term and of each month
thereafter, the installment of Base Rent and other sums due under this Lease
shall be due and payable, in advance, without off-set, deduction or prior
demand. Tenant shall cause payments to be properly mailed or otherwise
delivered so as to be actually received by the party identified in 1.10 above
on or before the due date (and not merely deposited in the mail). If the
Lease Term commences or ends on a day other than the first or last day of a
calendar month the rent for any fractional calendar month following the
Commencement Date or preceding the end of the Lease Term shall be prorated by
days.

3.03. LATE CHARGES. Tenant's failure to promptly pay sums due under this
Lease may cause Landlord to incur unanticipated costs. The exact amount of
those costs is impractical or extremely difficult to ascertain. The costs may
include, but are not limited to, processing and accounting charges and late
charges which may be imposed on Landlord by any ground lease or deed of trust
encumbering the Demised Premises. Payments due to Landlord under this Lease
are not an extension of credit. Therefore, if any payment under the Lease is
not actually received on or before the due date (and not merely deposited in
the mail), Landlord may, at Landlord's option and to the extent allowed by
applicable law, impose a Late Charge on any late payments (the "Late Charge")
per day for each day after the due date, until the past due amount in Good
Funds is received by Landlord. A Late Charge may be imposed only once on each
past due payment. Any Late Charge will be in addition to Landlord's other
remedies for nonpayment of rent. If any check tendered to Landlord by Tenant
under this Lease is dishonored for any reason, Tenant shall pay to the party
receiving payments under this Lease a fee of twenty-five dollars ($25.00),
plus (at Landlord's option) a Late Charge as provided above until good funds
are received by Landlord. The parties agree that any Late Charge and
dishonored check fee represent a fair and reasonable estimate of the costs
Landlord will incur by reason of the late payment or dishonored check.
Payments received from Tenant shall be applied first to any Late Charges,
second to Base Rent, and last to other unpaid charges or reimbursements due
to Landlord. However, Landlord may impose a Late Charge without advance
notice to Tenant on any subsequent late payment in the same calendar year.

3.04. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit
with Landlord a cash Security Deposit in the amount stated in Section 1.08.
Landlord may apply all or part of the Security Deposit to any unpaid Rent or
other charges due from Tenant or to cure any other defaults of Tenant. If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's
written demand. Tenant's failure to restore the full amount of the Security
Deposit within the time specified shall be a default under this Lease. No
interest will be paid on the Security Deposit. Landlord will not be required
to keep the Security Deposit separate from its other accounts and no trust
relationship is created with respect to the Security Deposit. Upon any
termination of this Lease not resulting from Tenant's default, and after
Tenant has vacated the Property and cleaned and restored the Demised Premises
in the manner required by this Lease, Landlord shall refund the unused
portion of the Security Deposit to Tenant within thirty days after the
Termination Date or thirty days after Tenant fully complies with the
conditions of termination as required in Section 7.05, whichever is later.

3.05. GOOD FUNDS PAYMENTS. If, for any reason whatsoever, any two or more
payments by check from Tenant to Landlord for Rent are dishonored and
returned unpaid, thereafter Landlord may, at Landlord's sole option, upon
written notice to Tenant, require that all future payments of Rent for the
remaining term of the Lease must be made by cash, certified check, cashier's
check, or money order ("Good Funds") and that the delivery of Tenant's
personal or corporate check will no longer constitute payment of Rent under
this Lease. Any acceptance by Landlord of a payment for Rent by Tenant's
personal or corporate check thereafter shall not be construed as a waiver of
Landlord's right to insist upon payment by Good Funds as set forth herein.

ARTICLE FOUR: TAXES

Page 3
<PAGE>

4.01. PAYMENT BY LANDLORD. Landlord shall pay the real estate taxes on the
Demised Premises during the Lease Term.

4.02. IMPROVEMENTS BY TENANT. If the real estate taxes levied against the
Demised Premises for the real estate tax year in which the Lease Term
commences are increased as a result of any alterations, additions or
improvements made by Tenant or by Landlord at the request of Tenant, Tenant
shall pay to Landlord upon demand the amount of the increase and continue to
pay the increase during the Lease Term. Landlord shall use reasonable efforts
to obtain from the tax assessor or assessors a written statement of the total
amount of the increase.

4.03. JOINT ASSESSMENT. If the real estate taxes are assessed against the
Demised Premises jointly with other property not constituting a part of the
Demised Premises, the real estate taxes appficable to the Demised Premises
shall be equal to the amount bearing the same proportion to the aggregate
assessment that the total square feet of building area in the Demised
Premises bears to the total square feet of building area included in the
joint assessment.

4.04. PERSONAL PROPERTY TAXES. Tenant shall pay all taxes assessed against
trade fixtures, furnishings, equipment, inventory, products, or any other
personal property belonging to Tenant. Tenant shall use reasonable efforts to
have Tenant's property taxed separately from the Demised Premises. If any of
Tenant's property is taxed with the Demised Premises, Tenant shall pay the
taxes for its property to Landlord within fifteen (15) days after Tenant
receives a written statement from Landlord for the property taxes.

ARTICLE FIVE: INSURANCE AND INDEMNITY

5.01. CASUALTY INSURANCE. During the Lease Term, Landlord shall maintain
policies of insurance covering loss of or damage to the Demised Premises in
an amount or percentage of replacement value as Landlord deems reasonable in
relation to the age, location, type of construction and physical condition of
the Demised Premises and the availability of insurance at reasonable rates.
The policies shall provide protection against all perils included within the
classification of fire and extended coverage and any other perils which
Landlord deems necessary. Landlord may, at Landlord's option, obtain
insurance coverage for Tenant's fixtures, equipment or building improvements
installed by Tenant in or on the Demised Premises. Tenant shall, at Tenant's
expense, maintain insurance on its fixtures, equipment and building
improvements as Tenant deems necessary to protect Tenant's interest. Tenant
shall not do or permit to be done anything which invalidates any insurance
policies. Any casualty insurance carried by Landlord or Tenant shall be for
the sole benefit of the party carrying the insurance and under its sole
control.

5.02. INCREASE IN PREMIUMS. Tenant shall not permit any operation or activity
to be conducted, or storage or use of any volatile or any other materials, on
or about the Demised Premises that would cause suspension or cancellation of
any fire and extended coverage insurance policy carried by Landlord, or
increase the premiums therefore without the prior written consent of
Landlord. If Tenant's use and occupancy of the Demised Premises causes an
increase in the premiums for any fire and extended coverage insurance policy
carried by Landlord, Tenant shall pay to Landlord, as additional rental, the
amount of the increase within ten days after demand and presentation by
Landlord of written evidence of the increase.

5.03. LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a
commercial general liability policy of insurance, at Tenant's expense,
insuring Landlord against liability arising out of the ownership, use,
occupancy, or maintenance of the Demised Premises. The initial amounts of the
insurance must be at least: $1,000,000 for Each Occurrence, $2,000,000
General Aggregate per policy year, $100,000 Property Damage for the Demised
Premises, and $10,000 Medical Expense; plus a $5,000,000 commercial general
liability umbrella; and shall be subject to periodic increases based upon
economic factors as Landlord may determine, in Landlord's discretion,
exercised in good faith. However, the amounts of the insurance shall not
limit Tenant's liability nor relieve Tenant of any obligation under this
Lease. The policies must contain cross-liability endorsements, if applicable,
and must insure Tenant's performance of the indemnity provisions of Section
5.04. The policies must contain a provision which prohibits cancellation or
modification of the policy except upon thirty (30) days' prior written notice
to Landlord. Tenant may discharge Tenant's obligations under this Section by
naming Landlord as an additional insured under a comprehensive policy of
commercial general liability insurance maintained by Tenant and containing
the coverage and provisions described in this Section. Tenant shall deliver a
copy of the policy or certificate (or a renewal) to Landlord prior to the
Commencement Date and prior to the expiation of the policy during the Lease
Term. If Tenant fails to maintain the policy, Landlord may elect to maintain
the insurance at Tenant's expense. Tenant may, at Tenant's expense, maintain
other liability insurance as Tenant deems necessary.

5.04. INDEMNITY. Landlord shall not be liable to Tenant or to Tenant's
employees, agents, invitees or visitors, or to any other person, for any
injury to persons or damage to property on or about the Demised Premises or
any adjacent area owned by Landlord caused by the negligence or misconduct of
Tenant, Tenant's employees, subtenants, agents, licensees or concessionaires
or any other person entering the Demised Premises under express or implied
invitation of Tenant, or arising out of the use of the Demised Premises by
Tenant and the conduct of Tenant's business, or arising out of any breach or
default by

Page 4
<PAGE>

Tenant in the performance of Tenant's obligations under this Lease; and
Tenant hereby agrees to indemnify and hold Landlord harmless from any loss,
expense or claims arising out of such damage or injury. Tenant shall not be
liable for any injury or damage caused by the negligence or misconduct of
Landlord, or Landlord's employees or agents, and Landlord agrees to indemnify
and hold Tenant harmless from any loss, expense or damage arising out of such
damage or injury.

5.05. COMPARATIVE NEGLIGENCE. Tenant and Landlord hereby unconditionally and
irrevocably agree to indemnify, defend and hold each other and their
officers, agents, directors, subsidiaries, partners, employees, licensees and
counsel harmless, to the extent of each party's comparative negligence, if
any, from and against any and all loss, liability, demand, damage, judgment,
suit, claim, deficiency, interest, fee, charge, cost or expense (including,
without limitation, interest, court costs and penalties, reasonable
attorney's fees and disbursements and amounts paid in settlement, or
liabilities resulting from any change in federal, state or local law or
regulation or interpretation of this Lease) of whatever nature, on a
comparative negligence basis, even when caused in part by Landlord's or
Tenant's negligence or the joint or concurring negligence of Landlord,
Tenant, and any other person or entity, which may result or to which Landlord
or Tenant and/or any of their officers, agents, directors, employees,
subsidiaries, partners, licensees and counsel may sustain, suffer, incur or
become subject to in connection with or arising in any way whatsoever out of
the leasing, operation, promotion, management, maintenance, repair, use or
occupation of the Demised Premises, or any other activity of whatever nature
in connection therewith, or arising out of or by reason of any investigation,
litigation or other proceedings brought or threatened, arising out of or
based upon the leasing, operation, promotion, management, maintenance,
repair, use or occupancy of the Demised Premises, or any other activity on
the Demised Premises. This provision shall survive the expiration of
termination of this Lease.

5.06. WAIVER OF SUBROGATION. Each party to this Lease waives any and every
claim which arises or may arise in its favor against the other party during
the term of this Lease or any renewal or extension of this Lease for any and
all loss of, or damage to, any of its property located within or upon, or
constituting a part of, the Demised Premises, which loss or damage is covered
by valid and collective fire and extended coverage insurance policies, to the
extent that such loss or damage is recoverable under such insurance policies.
These mutual waivers shall be in addition to, and not in limitation or
derogation of, any other waiver or release contained in this Lease with
respect to any loss of, or damage to, property of the parties. Inasmuch as
these mutual waivers will preclude the assignment of any aforesaid claim by
way of subrogation or otherwise to an insurance company (or any other
person), each party hereby agrees to give immediately to each insurance
company (which has issued to such party policies of fire and extended
coverage insurance) written notice of the terms of such mutual waivers, and
to cause such policies to be properly endorsed to prevent the invalidation of
the insurance coverage by reason of these waivers.

ARTICLE SIX: USE OF DEMISED PREMISES

6.01. PERMITTED USE. Tenant may use the Demised Premises only for the
Permitted Use stated in Section 1.09. The parties to this Lease acknowledge
that the current use of the Demised Premises or the improvements located on
the Demised Premises, or both, may or may not conform to the city zoning
ordinance with respect to the permitted use, height, setback requirements,
minimum parking requirements, coverage ratio of improvements to total area of
land, and other matters which may have a significant economic impact upon the
Tenant's intended use of the Demised Premises. Tenant acknowledges that
Tenant has or will independently investigate and verify to Tenant's
satisfaction the extent of any limitations or non-conforming uses of the
Demised Premises. Tenant further acknowledges that Tenant is not relying upon
any warranties or representations of Landlord or the Brokers who are
participating in the negotiation of this Lease concerning the Permitted Use
of the Demised Premises, or with respect to any uses of the improvements
located on the Demised Premises.

6.02. COMPLIANCE WITH LAWS. Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Demised Premises, and
shall promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances and other activities in or
upon, or connected with the Demised Premises, all at Tenant's sole expense,
including any expense or cost resulting from the construction or installation
of fixtures and improvements or other accommodations for handicapped or
disabled persons required for compliance with governmental laws and
regulations, including but not limited to the Texas Architectural Barriers
Act (Article 9102 and any successor statute) and the Americans with
Disabilities Act (the "ADA"). To the extent any alterations to the Demised
Premises are required by the ADA or other applicable laws or regulations,
Tenant shall bear the expense of the alterations. To the extent any
alterations to areas of the Property outside the Demised Premises are
required by Title III of the ADA or other applicable laws or regulations (for
"path of travel" requirements or otherwise), Landlord shall bear the expense
of the alterations.

6.03. CERTIFICATE OF OCCUPANCY. If required, Tenant shall obtain a
Certificate of Occupancy from the municipality in which the Property is
located prior to occupancy of the Demised Premises. Tenant may apply for a
Certificate of Occupancy prior to the Commencement Date and, if Tenant is
unable to obtain a Certificate of Occupancy, Tenant shall have the right to
terminate this Lease by written notice to Landlord if Landlord or Tenant is
unwilling or unable to cure the defects which prevented the issuance of the
Certificate of Occupancy. Landlord may, but has no obligation to, cure any
such defects, including any repairs, installations, or replacements of any
items which are not presently existing on the Demised Premises, or which have
not been expressly agreed upon by Landlord in writing.

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<PAGE>

6.04. SIGNS. Without the prior written consent of Landlord, Tenant may not
place any signs, ornaments or other objects upon the Demised Premises or on
the Property, including but not limited to the roof or exterior of the
building or other improvements on the Property, or paint or otherwise
decorate or deface the exterior of the building. Any signs installed by
Tenant must conform with applicable laws, deed restrictions on the Property,
and other applicable requirements. Tenant must remove all signs, decorations
and ornaments at the expiration or termination of this Lease and must repair
any damage and close any holes caused by the removal.

6.05. UTILITY SERVICES. Tenant shall pay the cost of all utility services,
including but not limited to initial connection charges, all charges for gas,
water, sewerage, storm water disposal, communications and electricity used on
the Demised Premises, and for replacing all electric lights, lamps and tubes.

6.06. LANDLORDS' ACCESS. Landlord and Landlord's agents shall have the right
to, during normal business hours and upon reasonable advance notice, and
without unreasonably interfering with Tenant's business, enter the Demised
Premises: (a) to inspect the general condition and state of repair of the
Demised Premises, (b) to make repairs required or permitted under this Lease,
(c) to show the Demised Premises or the Property to any prospective tenant or
purchaser, and (d) for any other reasonable purpose. If Tenant changes the
locks on the Demised Premises, Tenant must provide Landlord with a copy of
each separate key. During the final one hundred fifty (150) days of the Lease
Term, Landlord and Landlord's agents may erect and maintain on or about the
Demised Premises signs advertising the Demised Premises for lease or for sale.

6.07. POSSESSION. If Tenant pays the rent, properly maintains the Demised
Premises, and complies with all other terms of this Lease, Tenant may occupy
and enjoy the Demised Premises for the full Lease Term, subject to the
provisions of this Lease.

6.08. EXEMPTIONS FROM LIABILITY. Landlord shall not be liable for any damage
or injury to the persons, business (or any loss of income), goods, inventory,
furnishings, fixtures, equipment, merchandise or other property of Tenant,
Tenant's employees, invitees, customers or any other person in or about the
Demised Premises, whether the damage or injury is caused by or results from:
(a) fire, steam, electricity, water, gas or wind; (b) the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures or any other cause; (c)
conditions arising on or about the Demised Premises or upon other portions of
any building of which the Demised Premises is a part, or from other sources
or places; or (d) any act or omission of any other tenant of any building on
the Property. Landlord shall not be liable for any damage or injury even
though the cause or the means of repairing the damage or injury are not
accessible to Tenant. The provisions of this Section 6.08 shall not, however,
exempt Landlord from liability for Landlord's gross negligence or willful
misconduct.

ARTICLE SEVEN: PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS

7.01. [INTENTIONALLY DELETED.]

7.02. [INTENTIONALLY DELETED.]

7.03. MAINTENANCE AND REPAIR. Except as otherwise provided in this Lease,
Landlord shall be under no obligation to perform any repair, maintenance or
management service in the Demised Premises or adjacent common areas. Tenant
shall be fully responsible, at its expense, for all repair, maintenance and
management services other than those which are expressly assumed by Landlord.

A. LANDLORD'S OBLIGATION.

(1) Subject to the provisions of Article Eight (Damage or
Destruction) and Article Nine (Condemnation) and except for damage caused by
any act or omission of Tenant, Landlord shall keep the roof, skylights,
foundation, structural components and the structural portions of exterior
walls of the Demised Premises in good order, condition and repair. Landlord
shall not be obligated to maintain or repair windows, doors, overhead doors,
plate glass or the surfaces of walls. In addition, Landlord shall not be
obligated to make any repairs under this Section until a reasonable time
after receipt of written notice from Tenant of the need for repairs. If any
repairs are required to be made by Landlord, Tenant shall, at Tenant's sole
cost and expense, promptly remove Tenant's furnishing, fixtures, inventory,
equipment and other property, to the extent required to enable Landlord to
make repairs. Landlord's liability under this Section shall be limited to the
cost of those repairs or corrections. Tenant waives the benefit of any
present or future law which might give Tenant the right to repair the Demised
Premises at Landlord's expense or to terminate the Lease because of the
condition.

(2) All repair, maintenance, management and other services to be
performed by Landlord or Landlord's agents involve the exercise of
professional judgment by service providers, and Tenant expressly waives any
claims for breach of warranty arising from the performance of those services.

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B. TENANT'S OBLIGATION.

(1) Subject to the provisions of Section 7.01, Section 7.03A,
Article Eight (Damage or Destruction) and Article Nine (Condemnation), Tenant
shall, at all times, keep all other portions of the Demised Premises in good
order, condition and repair, ordinary wear and tear excepted, including but
not limited to maintenance, repairs and all necessary replacements of the
windows, plate glass, doors, overhead doors, heating system, ventilating
equipment, air conditioning equipment, electrical and lighting systems, fire
protection sprinkler system, dock levelers, elevators, interior and exterior
plumbing, the interior of the Demised Premises in general, pest control and
extermination, down spouts, gutters, paving, railroad siding, care of
landscaping and regular mowing of grass, and including the exterior of the
Demised Premises. In addition, Tenant shall, at Tenant's expense, repair any
damage to any portion of the Property, including the roof, skylights,
foundation, or structural components and exterior walls of the Demised
Premises, caused by Tenant's acts or omissions. If Tenant fails to maintain
and repair the Property as required by this Section, Landlord may, on ten
(10) days' prior written notice, enter the Demised Premises and perform the
maintenance or repair on behalf of Tenant, except that no notice is required
in case of emergency, and Tenant shall reimburse Landlord immediately upon
demand for all costs incurred in performing the maintenance or repair, plus a
reasonable service charge.

(2) HVAC SERVICE. Tenant shall, at Tenant's own cost and expense,
enter into a regularly scheduled preventative maintenance and service
contract for all refrigeration, heating, ventilating, and air conditioning
systems and equipment within the Demised Premises during the Lease Term. If
Tenant fails to enter into such a service contract acceptable to Landlord,
Landlord may do so on Tenant's behalf and Tenant agrees to pay Landlord the
cost and expense thereof, plus a reasonable service charge, regularly upon
demand.

7.04. ALTERATIONS, ADDITIONS AND IMPROVEMENTS. Tenant shall not create any
openings in the roof or exterior walls, or make any alterations, additions or
improvements to the Demised Premises without the prior written consent of
Landlord. Consent for non-structural alterations, additions or improvements
shall not be unreasonably withheld by Landlord. Tenant may erect or install
trade fixtures, shelves, bins, machinery, heating, ventilating and air
conditioning equipment and, provided that Tenant complies with all applicable
governmental laws, ordinances, codes, and regulations. At the expiration or
termination of this Lease, Tenant shall, subject to the restrictions of
Section 7.05 below, have the right to remove items installed by Tenant,
provided Tenant is not in default at the time of the removal and provided
further that Tenant shall, at the time of removal of the items, repair in a
good and workmanlike manner any damage caused by the installation or removal.
Tenant shall pay for all costs incurred or arising out of alterations,
additions or improvements in or to the Demised Premises and shall not permit
any mechanic's or materialman's lien to be filed against the Demised Premises
or the Property. Upon request by Landlord, Tenant shall deliver to Landlord
proof of payment reasonably satisfactory to Landlord of all costs incurred or
arising out of any alterations, additions or improvements.

7.05. CONDITION UPON TERMINATION. Upon the expiration or termination of this
Lease, Tenant shall surrender the Demised Premises to Landlord broom clean
and in the same condition as received, except for ordinary wear and tear
which Landlord is not otherwise obligated to remedy under any provision of
this Lease. Tenant shall not be obligated to repair any damage which Landlord
is required to repair under Article Seven (Property Condition) or Article
Eight (Damage or Destruction). In addition, Landlord may require Tenant to
remove any alterations, additions or improvements (whether or not made with
Landlord's consent) prior to the expiration or termination of this Lease and
to restore the Demised Premises to its prior condition, all at Tenant's
expense. All alterations, additions and improvements which Landlord has not
required Tenant to remove shall become Landlord's property and shall be
surrendered to Landlord upon the expiration or termination of this Lease. In
no event, however, shall Tenant remove any of the following materials or
equipment without Landlord's prior written consent: (i) electrical wiring or
power panels; (ii) lighting or lighting fixtures; (iii) wall coverings,
drapes, blinds or other window coverings; (iv) carpets or other floor
coverings; (v) heating, ventilating, or air conditioning equipment; (vi)
fencing or security gates; or (vii) any other fixtures, equipment or items
which, if removed, would affect the operation or the appearance of the
Property.

ARTICLE EIGHT: DAMAGE OR DESTRUCTION

8.01. NOTICE. If any buildings or other improvements situated on the Property
are damaged or destroyed by fire, flood, windstorm, tornado or other
casualty, Tenant shall immediately give notice of the damage or destruction
to Landlord.

8.02. PARTIAL DAMAGE. If the building or other improvements situated on the
Demised Premises are damaged by fire, tornado, or other casualty but not to
such an extent that rebuilding or repairs cannot reasonably be completed
within one hundred twenty (120) days from the date Landlord receives written
notification by Tenant of the occurrence of the damage, this Lease shall not
terminate, but Landlord shall proceed with reasonable diligence to rebuild or
repair the building and other improvements on the Demised Premises (other
than leasehold improvements made by Tenant or any assignee, subtenant or
other occupant of the Demised Premises) to substantially the condition in
which they existed prior to the damage. If the casualty occurs during the
final eighteen (18) months of the Lease Term, Landlord shall not be required
to rebuild or repair the

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damage unless Tenant exercises Tenant's renewal option (if any) within
fifteen (15) days after the receipt by Landlord of the notification of the
occurrence of the damage. If Tenant does not exercise its renewal option, or
if there is no renewal option contained in this Lease, Landlord may, at
Landlord's option, terminate this Lease by promptly delivering a written
termination notice to Tenant, in which event the Rent shall be abated for the
unexpired portion of the Lease Term, effective from the date of receipt by
Landlord of the written notification of the damage. To the extent the Demised
Premises cannot be occupied (in whole or in part) following the casualty, the
Rent payable under this Lease during the period in which the Demised Premises
cannot be fully occupied shall be adjusted equitably.

8.03. SUBSTANTIAL OR TOTAL DESTRUCTION. If the building or other improvements
situated on the Demised Premises are substantially or totally destroyed by
fire, tornado, or other casualty, or so damaged that rebuilding or repairs
cannot reasonably be completed within one hundred twenty (120) days from the
date Landlord receives written notification by Tenant of the occurrence of
the damage, either Landlord or Tenant may terminate this Lease by promptly
delivering a written termination notice to the other party, in which event
the monthly installments of Rent shall be abated for the unexpired portion of
the Lease Term, effective from the date of the damage or destruction. If
neither party promptly terminates this Lease, Landlord shall proceed with
reasonable diligence to rebuild and repair the building and other
improvements (except that Tenant shall rebuild and repair Tenant's fixtures
and improvements in the Demised Premises). To the extent the Demised Premises
cannot be occupied (in whole or in part) following the casualty, the Rent
payable under this Lease during the period in which the Demised Premises
cannot be fully occupied shall be adjusted equitably.

ARTICLE NINE: CONDEMNATION

If, during the Lease Term or any extension thereof, all or a substantial part
of the Demised Premises are taken for any public or quasi-public use under
any governmental law, ordinance or regulation or by right of eminent domain,
or are conveyed to the condemning authority under threat of condemnation,
this Lease shall terminate and the monthly installments of Rent shall be
abated during the unexpired portion of the Lease Term, effective from the
date of the taking. If less than a substantial part of the Demised Premises
is taken for public or quasi-public use under any governmental law, ordinance
or regulation, or by right of eminent domain, or is conveyed to the
condemning authority under threat of condemnation, Landlord, at its option,
may by written notice terminate this Lease. If Landlord does not terminate
this Lease, Landlord shall promptly, at Landlords' expense, restore and
reconstruct the buildings and improvements (other than leasehold improvements
made by Tenant or any assignee, subtenant or other occupant of the Demised
Premises) situated on the Demised Premises in order to make the same
reasonably tenantable and suitable for the use for which the Demised Premises
is leased as defined in Section 6.01. The monthly installments of Rent
payable under this Lease during the unexpired portion of the Lease Term shall
be adjusted equitably. Landlord and Tenant shall each be entitled to receive
and retain such separate awards and portions of lump sum awards as may be
allocated to their respective interests in any condemnation proceeding. The
termination of this Lease shall not affect the rights of the parties to such
awards.

ARTICLE TEN: ASSIGNMENT AND SUBLETTING

Tenant shall not, without the prior written consent of Landlord, assign this
Lease or sublet the Demised Premises or any portion thereof. Any assignment
or subletting shall be expressly subject to all terms and provisions of this
Lease, including the provisions of Section 6.01 pertaining to the use of the
Demised Premises. In the event of any assignment or subletting, Tenant shall
remain fully liable for the full performance of all Tenant's obligations
under this Lease. Tenant shall not assign its rights under this Lease or
sublet the Demised Premises without first obtaining a written agreement from
the assignee or sublessee whereby the assignee or sublessee agrees to assume
the obligations of Tenant under this Lease and to be bound by the terms of
this Lease. If an event of default occurs while the Demised Premises is
assigned or sublet, Landlord may, at Landlord's option, in addition to any
other remedies provided in this Lease or by law, collect directly from the
assignee or subtenant all rents becoming due under the terms of the
assignment or subletting and apply the rent against any sums due to Landlord
under this Lease. No direct collection by Landlord from any assignee or
subtenant will release Tenant from Tenant's obligations under this Lease.

ARTICLE ELEVEN: DEFAULT AND REMEDIES

11.01. DEFAULT. Each of the following events is an event of default under
this Lease:

A. Failure of Tenant to pay any installment of the Rent or other sum
payable to Landlord under this Lease on the date that it is due and the
continuance of that failure for a period of five (5) days after Landlord
delivers written notice of the failure to Tenant. This clause shall not be
construed to permit or allow a delay in paying Rent beyond the due date and
shall not affect Landlord's right to impose a Late Charge as permitted in
Section 3.03.

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B. Failure of Tenant to comply with any term, condition or covenant of
this Lease, other than the payment of Rent or other sum of money, and the
continuance of that failure for a period of thirty (30) days after Landlord
delivers written notice of the failure to Tenant;

C. Failure of Tenant or any guarantor of Tenant's obligations under this
Lease to pay its debts as they become due or an admission in writing of
inability to pay its debts, or the making of a general assignment of the
benefit of creditors;

D. The commencement by Tenant or any guarantor of Tenant's obligations
under this Lease of any case, proceeding or other action seeking
reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property;

E. The commencement of any case, proceeding or other action against
Tenant or any guarantor of Tenant's obligations under this Lease seeking to
have an order for relief entered against it as debtor, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property, and Tenant or any guarantor: (i) fails
to obtain a dismissal of such case, proceeding, or other action within sixty
(60) days of its commencement; or (ii) converts the case from one chapter of
the Federal Bankruptcy Code to another chapter; or (iii) is the subject of an
order of relief which is not fully stayed within seven (7) business days
after the entry thereof; and

F. Vacancy or abandonment by Tenant of any substantial portion of the
Demised Premises or cessation of the use of the Demised Premises for the
purpose leased.

11.02. REMEDIES. Upon the occurrence of any of the events of default listed
in Section 11.01, Landlord shall have the option to pursue any one or more of
the following remedies without any prior notice or demand.

A. Terminate this Lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord. If Tenant fails to so surrender
the Demised Premises, Landlord may, without prejudice to any other remedy
which it may have for possession of the Demised Premises or Rent in arrears,
enter upon and take possession of the Demised Premises and expel or remove
Tenant and any other person who may be occupying the Demised Premises or any
part thereof, by force if necessary, without being liable for prosecution or
any claim for damages. Tenant shall pay to Landlord on demand the amount of
all loss and damage which Landlord may suffer by reason of the termination,
whether through inability to re-let the Demised Premises on satisfactory
terms or otherwise.

B. Enter upon and take possession of the Demised Premises, by force if
necessary, without terminating this Lease and without being liable for
prosecution or for any claim for damages, and expel or remove Tenant and any
other person who may be occupying the Demised Premises or any part thereof.
Landlord may re-let the Demised Premises and receive the rent therefor.
Tenant agrees to pay to Landlord monthly or on demand from time to time any
deficiency that may arise by reason of any such re-letting. In determining
the amount of the deficiency, the professional service fees, attorneys' fees,
court costs, remodeling expenses and other costs of re-letting shall be
subtracted from the amount of rent received under the re-letting.

C. Enter upon the Demised Premises, by force if necessary, without
terminating this Lease and without being liable for prosecution or for any
claim for damages, and do whatever Tenant is obligated to do under the terms
of this Lease. Tenant agrees to pay Landlord on demand for expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease, together with interest thereon at the rate of twelve
percent (12%) per annum from the date expended until paid. Landlord shall not
be liable for any damages resulting to Tenant from such action, whether
caused by negligence of Landlord or otherwise.

D. Accelerate and declare the Rent for the entire Lease Term, and all
other amounts due under this Lease, at once due and payable, and proceed by
attachment, suit or otherwise, to collect all amounts in the same manner as
if all such amounts due or to become due during the entire Lease Term were
payable in advance by the terms of this Lease, and neither the enforcement or
collection by Landlord of such amounts nor the payment by Tenant of such
amounts shall constitute a waiver by Landlord of any breach, existing or in
the future, of any of the terms or provisions of this Lease by Tenant or a
waiver of any rights or remedies which the Landlord may have with respect to
any such breach.

E. In addition to the foregoing remedies, Landlord shall have the right
to change or modify the locks on the Demised Premises in the event Tenant
fails to pay the monthly installment of Rent when due. Landlord shall not be
obligated to provide another key to Tenant or allow Tenant to regain entry to
the Demised Premises unless and until Tenant pays

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Landlord all Rent which is delinquent. Tenant agrees that Landlord shall not
be liable for any damages resulting to the Tenant from the lockout. At such
time that Landlord changes or modifies the Lock, Landlord shall post a
"Notice of Change of Locks" on the front of the Demised Premises. Such Notice
shall state that:

(1) Tenant's monthly installment of Rent is delinquent, and therefore,
under authority of Section 11.02.E. of Tenant's Lease, the Landlord has
exercised its contractual right to change or modify Tenant's door locks;

(2) The Notice has been posted on the Tenant's front door by a
representative of Landlord and Tenant should make arrangements with the
representative to pay the delinquent installments of Rent when Tenant picks
up the key; and

(3) The failure of Tenant to comply with the provisions of the Lease and
the Notice and/or tampering with or changing the door lock(s) by Tenant may
subject Tenant to legal liability.

F. No re-entry or taking possession of the Demised Premises by Landlord
shall be construed as an election to terminate this Lease, unless a written
notice of that intention is given to Tenant. Notwithstanding any such
re-letting or re-entry or taking possession, Landlord may, at any time
thereafter, elect to terminate this Lease for a previous default. Pursuit of
any of the foregoing remedies shall not preclude pursuit of any other
remedies provided by law, nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any monthly installment of Rent
due to Landlord under this Lease or of any damages accruing to Landlord by
reason of the violation of any of the terms, provisions and covenants
contained in this Lease. Failure of Landlord to declare any default
immediately upon its occurrence, or failure to enforce one or more of
Landlord's remedies, or forbearance by Landlord to enforce one or more of
Landlord's remedies upon an event of default shall not be deemed or construed
to constitute a waiver of default or waiver of any violation or breach of the
terms of this Lease. Pursuit of any one of the above remedies shall not
preclude pursuit by Landlord of any of the other remedies provided in this
Lease. The loss or damage that Landlord may suffer by reason of termination
of this Lease or the deficiency from any re-letting as provided for above
shall include the expense of repossession and any repairs or remodeling
undertaken by Landlord following possession. If Landlord terminates this
Lease at any time for any default, in addition to other Landlord's remedies,
Landlord may recover from Tenant all damages Landlord may incur by reason of
the default, including the cost of recovering the Demised Premises and the
Rent then remaining unpaid.

11.03. NOTICE OF DEFAULT. Tenant shall give written notice of any failure by
Landlord to perform any of Landlord's obligations under this Lease to
Landlord and to any ground lessor, mortgagee or beneficiary under any deed of
trust encumbering the Demised Premises whose name and address have been
furnished to Tenant in writing. Landlord shall not be in default under this
Lease unless Landlord (or such ground lessor, mortgagee or beneficiary) fails
to cure the nonperformance within thirty (30) days after receipt of Tenant's
notice. However, if the nonperformance reasonably requires more than thirty
(30) days to cure, Landlord shall not be in default if the cure is commenced
within the 30-day period and is thereafter diligently pursued to completion.

11.04. LIMITATION OF LANDLORD'S LIABILITY. As used in this Lease, the term
"Landlord" means only the current owner or owners of the fee title to the
Demised Premises or the leasehold estate under a ground lease of the Demised
Premises at the time in question. Each Landlord is obligated to perform the
obligations of Landlord under this Lease only during the time such Landlord
owns such interest or title. Any Landlord who transfers its title or interest
is relieved of all liability with respect to the obligations of Landlord
under this Lease accruing on or after the date of transfer, and Tenant agrees
to recognize the transferee as Landlord under this Lease. However, each
Landlord shall deliver to its transferee the Security Deposit held by
Landlord if such Security Deposit has not then been applied under the terms
of this Lease.

ARTICLE TWELVE: LANDLORD'S CONTRACTUAL LIEN

In addition to the statutory Landlord's lien, Tenant hereby grants to
Landlord a security interest to secure payment of all Rent and other sums of
money becoming due under this Lease from Tenant, upon all inventory, goods,
wares, equipment, fixtures, furniture and all other personal property of
Tenant situated in or upon the Demised Premises, together with the proceeds
from the sale or lease thereof. Tenant may not remove such property without
the consent of Landlord until all Rent in arrears and other sums of money
then due to Landlord under this Lease have first been paid and discharged.
Upon the occurrence of an event of default, Landlord may, in addition to any
other remedies provided in this Lease or by law, enter upon the Demised
Premises and take possession of any and all goods, wares, equipment,
fixtures, furniture and other personal property of Tenant situated on the
Demised Premises without liability for trespass or conversion, and sell the
property at public or private sale, with or without having the property at
the sale, after giving Tenant reasonable notice of the time and place of any
such sale. Unless otherwise required by law, notice to Tenant of the sale
shall be deemed sufficient if given in the manner prescribed in this Lease at
least ten (10) days before the time of the sale. Any public sale made under
this Article shall be deemed to have been conducted in a commercially
reasonable manner if held on the Demised Premises or where the property is
located, after the time, place and method of sale and a general description
of the types of property to be sold have been advertised in a daily newspaper
published in the county where the Demised Premises is located for five (5)
consecutive days before the date of the

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sale. Landlord or its assigns may purchase at a public sale and, unless
prohibited by law, at a private sale. The proceeds from any disposition dealt
with in this Article, less any and all expenses connected with the taking of
possession, holding and selling of the property (including reasonable
attorney's fees and legal expenses), shall be applied as a credit against the
indebtedness secured by the security interest granted herein. Any surplus
shall be paid to Tenant or as otherwise required by law, and Tenant shall
promptly pay any deficiencies. Upon request by Landlord, Tenant agrees to
execute and deliver to Landlord a Financing Statement in a form sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof under the provisions of the Business and Commerce Code in
force in the State of Texas. The statutory lien for rent is expressly
reserved; the security interest herein granted is in addition and
supplementary thereto. Provided Tenant is not in default under any of the
terms of this Lease, upon written request by Tenant Landlord shall deliver a
written subordination of Landlord's statutory and contractual liens to any
liens and security interests securing any institutional third party financing
of Tenant. Landlord shall not unreasonably withhold or delay the delivery of
Landlord's written subordination.

ARTICLE THIRTEEN: PROTECTION OF LENDERS

13.01. SUBORDINATION AND ATTORNMENT. Landlord shall have the right to
subordinate this Lease to any future ground Lease, deed of trust or mortgage
encumbering the Demised Premises, and advances made on the security thereof
and any renewals, modifications, consolidations, replacements or extensions
thereof, whenever made or recorded. Landlord's right to obtain such a
subordination is subject to Landlord's providing Tenant with a written
Subordination, Non-disturbance and Attornment Agreement from the ground
lessor, beneficiary or mortgagee wherein Tenant's right to peaceable
possession of the Demised Premises during the Lease Term shall not be
disturbed if Tenant pays the Rent and performs all of Tenant's obligations
under this Lease and is not otherwise in default, in which case Tenant shall
attorn to the transferee of or successor to Landlord's interest in the
Demised Premises and recognize the transferee or successor as Landlord under
this Lease. If any ground lessor, beneficiary or mortgagee elects to have
this Lease superior to the lien of its ground lease, deed of trust or
mortgage and gives Tenant written notice thereof, this Lease shall be deemed
superior to the ground lease, deed of trust or mortgage whether this Lease is
dated prior or subsequent to the date of the ground lease, deed of trust or
mortgage or the date of recording thereof. Tenant's rights under this Lease,
unless specifically modified at the time this Lease is executed, are
subordinated to any existing ground lease, deed of trust or mortgage
encumbering the Demised Premises.

13.02. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any instruments or
documents necessary or appropriate to evidence any attornment or
subordination or any agreement to attorn or subordinate. If Tenant fails to
do so within ten (10) days after written request, Tenant hereby makes
constitutes and irrevocably appoints Landlord, or any transferee or successor
of Landlord, the attorney-in-fact of Tenant to execute and deliver the
attornment or subordination document or agreement.

13.03. ESTOPPEL CERTIFICATES.

A. Upon Landlord's written request, Tenant shall execute and deliver to
Landlord a written statement certifying: (1) whether Tenant is an assignee or
subtenant; (2) the expiration date of the Lease; (3) the number of renewal
options under the Lease and the total period of time covered by the renewal
option(s); (4) that none of the terms or provisions of the Lease have been
changed since the original execution of the Lease, except as shown on
attached amendments or modifications; (5) that no default by Landlord exists
under the terms of the Lease (or if Landlord is claimed to be in default,
stating why); (6) that the Tenant has no claim against the landlord under the
Lease and has no defense or right of offset against collection of rent or
other charges accruing under the Lease; (7) the amount and date of the last
payment of Rent; (8) the amount of any security deposits and other deposits,
if any; and (9) the identity and address of any guarantor of the lease.
Tenant shall deliver the statement to Landlord within ten (10) days after
Landlord's request. Landlord may forward any such statement to any
prospective purchaser or lender of the Demised Premises. The purchaser or
lender may rely conclusively upon the statement as true and correct.

B. If Tenant does not deliver the written statement to Landlord within
the ten (10) day period, Landlord, and any prospective purchaser or lender,
may conclusively presume and rely upon the following facts: (1) that the
terms and provisions of this Lease have not been changed except as otherwise
represented by Landlord; (2) that this Lease has not been canceled or
terminated except as otherwise represented by Landlord; (3) that not more
than one monthly installment of Base Rent and other charges have been paid in
advance; (4) there are no claims against any Landlord nor any defenses or
rights of offset against collection of Rent or other charges; and (5) that
Landlord is not in default under this Lease. In such event, Tenant shall be
estopped from denying the truth of the presumed facts.

13.04. TENANT'S FINANCIAL CONDITION. Within ten (10) days after written
request from Landlord, Tenant shall deliver to Landlord financial statements
as are reasonably required by Landlord to verify the net worth of Tenant, or
any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall
deliver to any lender designated by Landlord any financial statements
required by the lender to facilitate the financing or refinancing of the
Demised Premises. Tenant represents and warrants to Landlord that each
financial statement is true, complete, and accurate statement as of the date
of the statement. All financial statements shall be confidential and shall be
used only for the purposes set forth in this Lease.

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<PAGE>

ARTICLE FOURTEEN: ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY

14.01. TENANT'S COMPLIANCE WITH ENVIRONMENTAL LAWS. Tenant, at Tenant's
expense, shall comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of Federal, State, county and municipal
authorities pertaining to Tenant's use of the Property and with the recorded
covenants, conditions and restrictions, regardless of when they become
effective, including, without limitation, all applicable Federal, State and
local laws, regulations or ordinances pertaining to air and water quality,
Hazardous Materials (as defined in Section 14.05), waste disposal, air
emissions and other environmental matters, all zoning and other land use
matters, and with any direction of any public officer or officers, pursuant
to law, which impose any duty upon Landlord or Tenant with respect to the use
or occupancy of the Property.

14.02. TENANT'S INDEMNIFICATION. Tenant shall not cause or permit any
Hazardous Materials to be brought upon, kept or used in or about the Property
by Tenant, its agents, employees, contractors or invitees without the prior
written consent of Landlord. If Tenant breaches the obligations stated in the
preceding Section or sentence, or if the presence of Hazardous Materials on
the property, caused or permitted by Tenant results in contamination of the
Property or any other property, or if contamination of the Property or any
other property by Hazardous Materials otherwise occurs for which Tenant is
legally liable to Landlord for damage resulting therefrom, then Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses
(including, without limitation, diminution in value of the Property, damages
for the loss or restriction on use of rentable or unusable space or of any
amenity or appurtenance of the Property, damages arising from any adverse
impact on marketing of building space or land area, sums paid in settlement
of claims, reasonable attorneys' fees, court costs, consultant fees and
expert fees) which arise during or after the Lease Term as a result of the
contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial work, removal or restoration work
required by any Federal, State or local government agency because of
Hazardous Materials present in the soil or ground water on or under the
Property. Without limiting the foregoing, if the presence of any Hazardous
Materials on the Property (or any other property) caused or permitted by
Tenant results in any contamination of the Property, Tenant shall promptly
take all actions at Tenant's sole expense as are necessary to return the
Property to the condition existing prior to the introduction of any such
Hazardous Materials, provided that Landlord's approval of such actions is
first obtained. The foregoing indemnity shall survive the expiration or
termination of this Lease.

14.03. LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and
warrants, to the best of Landlord's actual knowledge, that: (i) any handling,
transportation, storage, treatment or usage of Hazardous Materials that has
occurred on the Property to date has been in compliance with all applicable
Federal, State and local laws, regulations and ordinances; and (ii) no leak,
spill, release, discharge, emission or disposal of Hazardous Materials has
occurred on the Property to date and that the soil or groundwater on or under
the Property is free of Hazardous Materials of the Commencement Date, unless
expressly disclosed by Landlord to Tenant in writing.

14.04. LANDLORD'S INDEMNIFICATION. Landlord hereby indemnifies, defends and
holds Tenant harmless from any claims, judgments, damages, penalties, fees,
costs, liabilities (including sums paid in settlements of claims) or loss,
including, without limitation, attorneys' fees, courts costs, consultant
fees, and expert fees, which arise during or after the term of this Lease
from or in connection with the presence or suspected presence of Hazardous
Materials in the soil or groundwater on or under the Property, unless the
Hazardous Material is released by Tenant or is present solely as a result of
the negligence or willful conduct of Tenant. Without limiting the generality
of the foregoing, the indemnification provided by this Section 14.04 shall
specifically cover costs incurred in connection with any investigation of
site conditions or any clean-up, remedial work, removal or restoration work
required by any Federal, State or local governmental authority.

14.05. DEFINITION. For purposes of this Lease, the term "Hazardous Materials"
means any one or more pollutant, toxic substance, hazardous waste, hazardous
material, hazardous substance, solvent or oil as defined in or pursuant to
the Resource Conservation and Recovery Act, as amended, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, the
Federal Clean Water Act, as amended, or other Federal, State or local
environmental law, regulation, ordinance, or rule, whether existing as of the
date of this Lease or subsequently enacted.

14.06. SURVIVAL. The representations and indemnities contained in this
Article 14 shall survive the expiration or termination of this Lease.

ARTICLE FIFTEEN: PROF'ESSIONAL SERVICE FEES

15.01. AMOUNT AND MANNER OF PAYMENT. Professional service fees due to the
Principal Broker shall be calculated and paid as follows:

Page 12
<PAGE>

A. Landlord agrees to pay to the Principal Broker a monthly professional
service fee (the "Fee") for negotiating this Lease, plus any applicable sales
taxes, equal to the percentage stated in Section 1.13.A of each monthly Rent
payment at the time the payment is due.

B. Landlord agrees to pay to the Principal Broker a lump sum
professional service fee (the "Fee") for negotiating this Lease, plus any
applicable sales taxes, equal to the percentage stated in Section 1.13.A of
the total Rent to become due to Landlord during the Lease Term. The Fee shall
be paid to the Principal Broker (i) one-half on the date of final execution
of this Lease, and (ii) the balance on the Commencement Date of this Lease.

15.02. OTHER BROKERS. Both Landlord and Tenant represent and warrant to the
other party that they have had no dealings with any person, firm or agent in
the negotiation of this Lease other than the Broker(s) named in this Lease,
and no other broker, agent, person, firm or entity other than the Broker(s)
is entitled to any commission or fee in connection with this Lease.

15.03 [INTENTIONALLY DELETED.]

15.04 [INTENTIONALLY DELETED.]

15.05. LANDLORD'S LIABILITY. If this Lease is negotiated by Principal Broker
in cooperation with another broker, Landlord shall be liable for payment of
all Professional Service Fees to Principal Broker only, whereupon Landlord
shall be protected from any claims from a Cooperating Broker. The Principal
Broker may pay a portion of the Fee to any Cooperating Broker pursuant to a
separate agreement between the Brokers.

15.06. JOINT LIABILITY OF TENANT. If Tenant enters into any new lease,
extension, renewal, expansion, or other agreement to rent, occupy, or
purchase any property described in Section 15.03 within the time specified in
that Section, the agreement must be handled by the Principal Broker,
otherwise Tenant shall be jointly and severally liable with Landlord for any
payments due or to become due to the Principal Broker.

15.07. ASSUMPTION ON SALE. In the event of a sale of the Demised Premises or
the assignment of this Lease by Landlord, Landlord shall obtain from the
purchaser or assignee an Assumption Agreement in recordable form whereby the
purchaser or assignee agrees to pay the Principal Broker all Professional
Service Fees payable under this Lease and shall deliver a fully executed
original counterpart thereof to Principal Broker on the date of closing of
the sale of the Demised Premises or assignment of this Lease. Landlord shall
be released from personal liability for subsequent payments only upon the
delivery to Principal Broker of that counterpart of the Assumption Agreement.

15.08. TERMINATION. The termination of this Lease by the mutual agreement of
Landlord and Tenant shall not affect the right of the Principal Broker to
continue to receive the Fees agreed to be paid under this Lease, just as if
Tenant had continued to occupy the Demised Premises and had paid the Rent
during the entire Lease term. Termination of this Lease under Article Eight
or Article Nine shall not terminate the Principal Broker's right to collect
the Fees.

15.09. INTERMEDIARY RELATIONSHIP.

A. If either Principal Broker and/or Cooperating Broker (together, the
"Brokers") has indicated in Sections 1.11 and 1.12 that they are acting as an
intermediary, then Landlord and Tenant hereby authorize the applicable Broker(s)
to act as an intermediary between Landlord and Tenant in connection with this
Lease, and acknowledge that the source of any expected compensation to the
Brokers will be Landlord, and the Brokers may also be paid a fee by the Tenant.
A REAL ESTATE BROKER WHO ACTS AS AN INTERMEDIARY BETWEEN PARTIES IN A
TRANSACTION:
(1) MAY NOT DISCLOSE TO TENANT THAT LANDLORD WILL ACCEPT A RENT LESS THAN
THE ASKING RENT UNLESS OTHERWISE INSTRUCTED IN A SEPARATE WRITING BY LANDLORD;
(2) MAY NOT DISCLOSE TO LANDLORD THAT TENANT WILL PAY A RENT GREATER THAN
THE RENTAL SUBMITTED IN A WRITTEN OFFER TO LANDLORD UNLESS OTHERWISE INSTRUCTED
IN A SEPARATE WRITING BY TENANT;
(3) MAY NOT DISCLOSE ANY CONFIDENTIAL INFORMATION, OR ANY INFORMATION A
PARTY SPECIFICALLY INSTRUCTS THE REAL ESTATE BROKER IN WRITING NOT TO DISCLOSE,
UNLESS OTHERWISE INSTRUCTED IN A SEPARATE WRITING BY THE RESPECTIVE PARTY OR
REQUIRED TO DISCLOSE SUCH INFORMATION BY THE TEXAS REAL ESTATE LICENSE ACT OR A
COURT ORDER OR IF THE INFORMATION MATERIAL RELATES TO THE CONDITION OF THE
PROPERTY;
(4) SHALL TREAT ALL PARTIES TO THE TRANSACTION HONESTLY; AND
(5) SHALL COMPLY WITH THE TEXAS REAL ESTATE LICENSE ACT.

B. APPOINTMENTS. Broker is authorized to appoint, by providing written
notice to the parties, one or more licensees associated with Broker to
communicate with and carry out instructions of one party, and one or more
other licensees

Page 13
<PAGE>

associated with Broker to communicate with and carry out instructions of the
other party or parties. During negotiations, an appointed licensee may
provide opinions and advice to the party to whom the licensee is appointed.

ARTICLE SIXTEEN: MISCELLANEOUS

16.01. DISCLOSURE. Landlord and Tenant understand that a real estate broker
is qualified to advise on matters concerning real estate and is not expert in
matters of law, tax, financing, surveying, hazardous materials, engineering,
construction, safety, zoning, land planning, architecture or the ADA. The
Brokers hereby advise Tenant to seek expert assistance on such matters.
Brokers do not investigate a property's compliance with building codes,
governmental ordinances, statutes and laws that relate to the use or
condition of a property and its construction, or that relate to its
acquisition. If Brokers provide names of consultants or sources for advice or
assistance, Tenant acknowledges that the Brokers do not warrant the services
of the advisors or their products and cannot warrant the suitability of
property to be acquired or leased. Furthermore, the Brokers do not warrant
that the Landlord will disclose any or all property defects, although the
Brokers will disclose to Tenant any actual knowledge possessed by Brokers
regarding defects of the Demised Premises and the Property. In this regard,
Tenant agrees to make all necessary and appropriate inquiries and to use
diligence in investigating the Demised Premises and the Property before
consummating this Lease. Landlord and Tenant hereby agree to indemnify,
defend, and hold the Brokers harmless of and from any and all liabilities,
claims, debts, damages, costs, or expenses, including but not limited to
reasonable attorneys' fees and court costs, related to or arising out of or
in any way connected to representations concerning matters properly the
subject of advice by experts. In addition, to the extent permitted by
applicable law, the Brokers' liability for errors or omissions, negligence,
or otherwise, is limited to the return of the Fee, if any, paid to the
Brokers pursuant to this Lease.

16.02. FORCE MAJEURE. If performance by Landlord of any term, condition or
covenant in this Lease is delayed or prevented by any Act of God, strike,
lockout, shortage of material or labor, restriction by any governmental
authority, civil riot, flood, or any other cause not within the control of
Landlord, the period for performance of the term, condition or covenant shall
be extended for a period equal to the period Landlord is so delayed or
prevented.

16.03. INTERPRETATION. The captions of the Articles or Sections of this Lease
are to assist the parties in reading this Lease and are not a part of the
terms or provisions of this Lease. Tenant shall be responsible for the
conduct, acts and omissions of Tenant's agents, employees, customers,
contractors, invitees, agents, successors or others using the Demised
Premises with Tenant's expressed or implied permission. Whenever required by
the context of this Lease, the singular shall include the plural and the
plural shall include the singular, and the masculine, feminine and neuter
genders shall each include the other.

16.04. WAIVERS. All waivers to provisions of this Lease must be in writing
and signed by the waiving party. Landlord's delay or failure to enforce any
provisions of this Lease or its acceptance of late installments of Rent shall
not be a waiver and shall not prevent Landlord from enforcing that provision
or any other provision of this Lease in the future. No statement on a payment
check from Tenant or in a letter accompanying a payment check shall be
binding on Landlord. Landlord may, with or without notice to Tenant,
negotiate, cash, or endorse the check without being bound to the conditions
of any such statement.

16.05. SEVERABILITY. A determination by a court of competent jurisdiction
that any provision of this Lease is invalid or unenforceable shall not cancel
or invalidate the remainder of that provision or this Lease, which shall
remain in full force and effect.

16.06 JOINT AND SEVERAL LIABILITY. All parties signing this Lease as Tenant
shall be jointly and severally liable for all obligations of Tenant.

16.07. AMENDMENTS OR MODIFICATIONS. This Lease is the only agreement between
the parties pertaining to the lease of the Demised Premises and no other
agreements are effective unless made a part of this Lease. All amendments to
this Lease must be in writing and signed by all parties. Any other attempted
amendment shall be void.

16.08. NOTICES. All notices and other communications required or permitted
under this Lease must be in writing and shall be deemed delivered, whether
actually received or not, on the earlier of: (1) actual receipt if delivered
in person or by messenger with evidence of delivery; or (ii) receipt of an
electronic facsimile transmission ("Fax") with confirmation of delivery; or
(iii) upon deposit in the United States Mail as required below. Notices may
be transmitted by Fax to the Fax telephone numbers specified in Article One
on the first page of this Lease, if any. Notices delivered by mail must be
deposited in the U.S. Postal Service, first class postage prepaid, and
properly addressed to the intended recipient as set forth in Article One.
After possession of the Demised Premises by Tenant, Tenant's address for
notice purposes will be the address of the Demised Premises unless Tenant
notifies Landlord in writing of a different address to be used for that
purpose. Any party may change its address for notice by delivering written
notice of its new address to all other parties in the manner set forth above.
Copies of all notices should also be delivered to the Principal Broker, but
failure to notify the Principal Broker will not cause an otherwise properly
delivered notice to be ineffective.

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<PAGE>

16.09. ATTORNEYS' FEES. If on account of any breach or default by any party
to this Lease in its obligations to any other party to this Lease (including
but not limited to the Principal Broker), it becomes necessary for a party to
employ an attorney to enforce or defend any of its rights or remedies under
this Lease, the non-prevailing party agrees to pay the prevailing party its
reasonable attorneys' fees and court costs, if any, whether or not suit is
instituted in connection with the enforcement or defense.

16.10. VENUE. All obligations under this Lease, including but not limited to
the payment of Fees to the Principal Broker, shall be performed and payable
in the county in which the Property is located. The laws of the State of
Texas shall govern this Lease.

16.11. SURVIVAL. All obligations of any party to this Lease which are not
fulfilled at the expiration or the termination of this Lease shall survive
such expiration or termination as continuing obligations of the party.

16.12. BINDING EFFECT. This Lease shall inure to the benefit of, and be
binding upon, each of the parties to this Lease and their respective heirs,
representatives, successors and assigns. However, Landlord shall not have any
obligation to Tenant's successors or assigns unless the rights or interests
of the successors or assigns are acquired in accordance with the terms of
this Lease.

16.13. CONSULT AN ATTORNEY. THIS LEASE IS AN ENFORCEABLE, LEGALLY BINDING
AGREEMENT. READ IT CAREFULLY. The brokers involved in the negotiation of this
Lease cannot give you legal advice. The parties to this Lease acknowledge
that they have been advised by the Brokers to have this Lease reviewed by
competent legal counsel of their choice before signing this Lease. By
executing this Lease, Landlord and Tenant each agree to the provisions,
terms, covenants and conditions contained in this Lease.

16.14. OFFER. The execution of this Lease by the first party to do so
constitutes an offer to lease the Demised Premises. Unless within the number
of days stated in Section 1.14 above after the date of its execution by the
first party to do so, this Lease is signed by the other party and a fully
executed copy is delivered to the first party, such offer to lease shall be
automatically withdrawn and terminated.

ARTICLE SEVENTEEN: ADDITIONAL PROVISIONS

17.01. TENANT IS ALLOWED THE USE OF UP TO 6 UNRESERVED PARKING SPACES AT THE
DEMISED PREMISES, 3 FACING FRONT OF THE BUILDING, AND 3 OPPOSITE THE BUILDING
FACING SOUTHWELL ROAD.

17.02. AFTER THE 5TH DAY OF THE MONTH, TENANT WILL OWE AS ADDITIONAL RENT A
$15.00/DAY LATE FEE FOR RENT UNTIL THE RENT IS RECEIVED BY LANDLORD.

17.03. TENANT TAKES THE DEMISED PREMISES ON AN "AS-IS WHERE-IS" BASIS, EXCEPT
LANDLORD TO WALL UP DOOR ON WEST SIDE OF RECEPTION AREA.

17.04. LANDLORD TO WARRANT HVAC, ELECTRICAL AND PLUMBING FOR FIRST 120 DAYS
OF THE LEASE TERM.

17.05. TENANT SHALL NOT PARK IN THE FIRE LANES. TENANT SHALL NOT STORE
ANYTHING OUTSIDE.

17.06. TENANT SHALL NOT STORE VEHICLES OUTSIDE OVERNIGHT.

<TABLE>
<CAPTION>
LANDLORD TENANT
<S> <C>
PUBLIC INDUSTRIAL PROPERTY CO., INC. STEVEN D. BEDOWITZ DBA SPEED RELEASE LOCK CO.
- -------------------------------------------------- --------------------------------------------------
By[SIGNATURE]: By[SIGNATURE]: /s/ STEVEN D. BEDOWITZ
------------------------------------- ------------------------------------
Name: HOWARD L. LAWSON Name: STEVEN D. BEDOWITZ
--------------------------------------------- ---------------------------------------------
Title: PRESIDENT Title: PRESIDENT
-------------------------------------------- --------------------------------------------
Date of Execution: Date of Execution: APRIL 14, 2000
-------------------------------- --------------------------------
<CAPTION>
LANDLORD TENANT
<S> <C>
DALLAS-FORT WORTH ASSOCIATES DALLAS-FORT WORH ASSOCIATES
- -------------------------------------------------- --------------------------------------------------
By[SIGNATURE]: By[SIGNATURE]:
------------------------------------ ------------------------------------
Name: PHILIP D. GUMBERT, CCIM Name: BROKER
--------------------------------------------- ---------------------------------------------

Page 15
<PAGE>

Title: BROKER Title:
-------------------------------------------- --------------------------------------------
Date of Execution: Date of Execution: N/A
-------------------------------- --------------------------------
</TABLE>

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<PAGE>

DALLAS-FORT WORTH ASSOCIATES

NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

ADDENDUM A TO LEASE

EXPENSE REIMBURSEMENT

DEMISED PREMISES/ADDRESS: 2603 SOUTHWELL, SUITE 103, DALLAS 75229
-------------------------------------------------------

[CHECK ALL BOXES WHICH APPLY. BOXES NOT CHECKED DO NOT APPLY TO THIS LEASE.]

A. EXPENSE REIMBURSEMENT. Tenant shall pay the Landlord as additional Rent a
portion of the following expenses (collectively the "Reimbursement') which are
incurred by or assessed against the Demised Premises [CHECK ALL THAT ARE TO
APPLY]:

/X/ Ad Valorem Taxes;
/X/ Insurance Premiums;
/X/ Common Area Maintenance (CAM) Expenses;
/X/ Operating Expenses;
/X/ Roof and Structural Maintenance Expenses;

B. EXPENSE REIMBURSEMENT LIMITATIONS. The amount of Tenant's Reimbursement shall
be determined by one of the following methods as described in Section 4 below
[CHECK ONLY ONE]:

/ / Base Year/Expense Stop Adjustment;
/ / Pro Rata Adjustment;
/X/ Fixed Amount Adjustment;
/ / Net Lease Provisions.

C. EXPENSE REIMBURSEMENT PAYMENTS. Tenant agrees to pay any end-of-year lump
sum Reimbursement within thirty (30) days after receiving an invoice from
Landlord. Any time during the Lease Term (or any renewals or extensions)
Landlord may direct Tenant to pay monthly an estimated portion of the
projected future Reimbursement amount. Any such payment directed by Landlord
shall be due and payable monthly on the same day that the Base Rent is due.
Landlord may, at Landlord's option and to the extent allowed by applicable
law, impose a Late Charge on any Reimbursement payments which are not
actually received by Landlord on or before the due date, in the amount and
manner set forth in Section 3.03 of this Lease. Any Reimbursement relating
to partial calendar years shall be prorated accordingly. Tenant's Pro Rata
Share of such Reimbursements shall be based on the square footage of useable
area contained in the Demised Premises in proportion to the square footage of
useable building area of the Property. Tenant may audit or examine those
items of expense in Landlord's records which relate to Tenant's obligations
under this Lease. Landlord shall promptly refund to Tenant any overpayment
which is established by an audit or examination. If the audit or examination
reveals an error of more than five percent (5%) over the figures billed to
Tenant, Landlord shall pay the reasonable cost of the audit or examination.

D. DEFINITIONS.

1. AD VALOREM TAXES. All general real estate taxes, general and special
assessments, parking surcharges, rent taxes, and other similar governmental
charges levied against the Property for each calendar year.

2. INSURANCE PREMIUMS. All Landlord's insurance premiums attributable to
the Property, including but not limited to insurance for fire, casualty,
general liability, property damage, medical expenses, and extended coverage,
and loss of rents coverage for six months' Rent.

3. COMMON AREA MAINTENANCE EXPENSES. Common area maintenance expenses
("CAM") means all costs of maintenance, inspection and repairs of the common
areas of the Property, including but not limited to those costs for security,
lighting, painting, cleaning, decorations and fixtures, utilities, ice and
snow removal, trash disposal, project signs, minor roof defects, pest
control, project promotional expenses, property owners' association dues,
wages and salary costs of maintenance personnel, and other expenses
benefiting all the Property which may be incurred by Landlord, in its
discretion, including sales taxes and a reasonable service charge for the
administration thereof. The "common area" is defined as that part of the
Property intended for the collective use of all tenants including, but not
limited to, the parking areas, driveways, loading areas, landscaping, gutters
and downspouts, plumbing, electrical systems, roof, exterior walls,
sidewalks, malls, promenades (enclosed or otherwise), meeting rooms, doors,
windows, corridors and

Page 17
<PAGE>

public rest rooms. CAM does not include depreciation on Landlord's original
investment, cost of tenant improvements, real estate brokers' fees,
Landlord's management office and overhead expenses, or interest or
depreciation on capital investments.

4. OPERATING EXPENSES. All costs of ownership, building management,
maintenance, repairs and operation of the Property, including but not limited
to taxes, insurance, CAM, reasonable management fees, wages and salary costs
of building management personnel, overhead and operational costs of a
management office, janitorial, utilities, and professional services such as
accounting and legal fees. Operating Expenses do not include the capital cost
of management office equipment and furnishings, depreciation on Landlord's
original investment, roof and structural maintenance, the cost of tenant
improvements, real estate brokers' fees, advertising, or interest or
depreciation on capital investments.

5. ROOF AND STRUCTURAL MAINTENANCE EXPENSES. All costs of maintenance,
repair and replacement of the roof, roof deck, flashings, skylights,
foundation, floor slabs, structural components and the structural soundness
of the building in general.

6. BASE YEAR/EXPENSE STOP ADJUSTMENT. Tenant shall pay to Landlord as
additional rent Tenant's Pro Rata Share of increases in Landlord's Ad Valorem
Taxes, Insurance Premiums, CAM Expenses, Operating Expenses, and/or Roof and
Structural Maintenance Expenses, whichever are applicable, for the Property
for any calendar year during the Lease Term or during any Extension of this
Lease, over [CHECK ONLY ONE]:

/ / a. Such amounts paid by Landlord for the BASE YEAR N/A , or
---------------

/ / b. $ N/A per square foot of floor area (as set forth in
--------
Section 1.04.C) per year.

7. PRO RATA ADJUSTMENT. Tenant shall pay to Landlord as additional Rent
Tenant's Pro Rata Share of the total amount of Landlord's Ad Valorem Taxes,
Insurance Premiums, CAM, Operating Expenses, and/or Roof and Structural
Maintenance Expenses, whichever are applicable, for every calendar year during
the Lease Term and during any extension of this Lease.

8. FIXED AMOUNT ADJUSTMENT. Tenant shall pay to Landlord as additional Rent
the following monthly amounts as Tenant's Reimbursement to Landlord for the
applicable expenses which are incurred by or assessed against the Property:

<TABLE>
<S> <C>
Ad Valorem Taxes $ 5.00 per month.
---------------
Insurance Premiums $ 5.00 per month.
---------------
CAM Expenses $ 5.00 per month.
---------------
Operating Expenses $ 5.00 per month.
---------------
Roof and Structural Maintenance Expenses $ 5.00 per month.
---------------
</TABLE>

9. NET LEASE PROVISIONS. Notwithstanding anything contained in this
Lease to the contrary in Article Seven or otherwise, Tenant shall be
responsible for paying Tenant's Pro Rata Share of all costs of ownership,
maintenance, repairs, replacements, and operation of the Demised Premises and
the Property, including but not limited to all costs of Ad Valorem Taxes,
Insurance Premiums, Common Area Maintenance Expenses, Operating Expenses, and
Roof and Structural Maintenance Expenses.

E. / / GROSS-UP PROVISIONS. [CHECK THIS ONLY if APPLICABLE.] If the Property
is a multi-tenant building and is not fully occupied during the Base Year or
any portion of the Lease Term, an adjustment shall be made in computing the
variable costs for each applicable calendar year. Variable costs shall
include only those items of expense that vary directly proportionately to the
occupancy of the Property. Variable costs which are included in the CAM and
Operating Expenses shall be increased proportionately to the amounts that, in
Landlord's reasonable judgment, would have been incurred had ninety percent
(90%) of the useable area of the Property had been occupied during those
years.

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<PAGE>

DALLAS-FORT WORTH ASSOCIATES

NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

ADDENDUM E TO LEASE

GUARANTEE

DEMISED PREMISES/ADDRESS: 2603 SOUTHWELL, SUITE 103, DALLAS 75229
------------------------------------------------------

A. In order to induce PUBLIC INDUSTRIAL PROPERTY CO., INC. ("Landlord") to
--------------------------------------
execute the Lease (the "Lease") with STEVEN D. BEDOWITZ DBA SPEED RELEASE
--------------------------------------
LOCK CO. ("Tenant") for the Demised Premises described above in DALLAS
- -------- ---------
County, State of Texas, the undersigned ("Guarantor," whether one or more
than one) has guaranteed and by this instrument does hereby guarantee the
full payment and performance of all liabilities, obligations, and duties
(including but not limited to maintenance and the payment of Rent) imposed
upon Tenant under the terms of the Lease, as if Guarantor had executed the
Lease as Tenant.

B. Guarantor hereby waives notice of acceptance of this guarantee and all
other notices in connection herewith or in connection with the liabilities,
obligations, and duties guaranteed hereby, including notices of default by
Tenant under the Lease, and waives diligence, presentment, and suit on the
part of Landlord in the enforcement of any liability, obligation, or duty
guaranteed hereby.

C. Landlord shall not be first required to enforce against Tenant or any
other person any liability, obligation or duty guaranteed hereby before
seeking enforcement thereof against Guarantor. Suit may be brought and
maintained against Guarantor by Landlord to enforce any liability,
obligation, or duty guaranteed hereby without joinder of Tenant or any other
person. The liability of Guarantor shall not be affected by any indulgence,
compromise, settlement, or variation of terms which may be extended to Tenant
by Landlord or agreed upon by Landlord and Tenant, and shall not be impaired,
modified, changed, released, or limited in any manner whatsoever by any
impairment, modification, change, release, or limitation of the liability of
Tenant or its estate in bankruptcy, or of any remedy for the enforcement
thereof, resulting from the operation of any present or future provision of
the United States Bankruptcy Code, or any similar law or statute of the
United States or any state thereof. Landlord and Tenant, without notice to or
consent by the Guarantor, may at any time or times enter into such
extensions, amendments, assignments, subleases, or other covenants respecting
the Lease as they may deem appropriate and Guarantor shall not be released
thereby, but shall continue to be fully liable for the payment and
performance of all liabilities, obligations, and duties of Tenant under the
Lease as so extended, amended, assigned or otherwise modified.

D. Other agreements similar to this guarantee may, at Landlord's sole option
and discretion, be executed by other persons with respect to the Lease. This
Guarantee shall be cumulative of any such agreements and the liabilities and
obligations of Guarantor under this Guarantee shall not be affected or
diminished by reason of such other agreements. Moreover, if Landlord obtains
another signature of more than one guarantor on this Guarantee or by
obtaining additional guarantee agreements, or both, Guarantor agrees that
Landlord, in Landlord's sole discretion may (i) bring suit against all
guarantors of the Lease jointly and severally, or against any one or more of
them, (ii) compound or settle with any one or more of the guarantors for such
consideration as Landlord may deem proper, and (iii) release one or more of
the guarantors from liability. No such action shall impair the rights of
Landlord to enforce the Lease against any remaining guarantor or guarantors,
including Guarantor.

E. If Guarantor is a corporation, then the undersigned officer personally
represents and warrants that the Board of Directors of the corporation by
unanimous consent or in a duly held meeting, has authorized the execution of
this Guarantee and determined that this Guarantee may reasonably be expected
to benefit the corporation.

F. If Landlord employs an attorney to present, enforce, or defend any of
Landlord's rights or remedies under this Guarantee, Guarantor shall pay
Landlord's reasonable attorney's fees and court costs.

G. This Guarantee shall be binding upon Guarantor and Guarantor's successors,
heirs, executors, and administrators, and shall inure to the benefit of
Landlord and Landlord's successors, heirs, executors, administrators, and as
signs.

Page 1
<PAGE>

EXECUTED on the dates beneath the signatures below, to be effective as of
Effective Date of the Lease.

<TABLE>
<CAPTION>
GUARANTOR GUARANTOR
- ------------------------------------------ ------------------------------------------
<S> <C>
By[SIGNATURE]: /S/ STEVEN BEDOWITZ By[SIGNATURE]:
---------------------------- ----------------------------
Name: STEVEN D. BEDOWITZ Name:
------------------------------------- -------------------------------------
Title: OWNER Title:
------------------------------------ ------------------------------------
Home Address: 4721 TREE FERN Home Address:
----------------------------- -----------------------------
DEL RAY BEACH, FL
- ------------------------------------------ ------------------------------------------

- ------------------------------------------ ------------------------------------------
Social Security No.: Social Security No.:
-------------------- ----------------------
Drivers License No.: State: TX Drivers License No.: State:
----- --------- -------- -------
Date of Execution: APRIL 14, 2000 Date of Execution:
---------------------- ------------------------
</TABLE>

[IF A PERSON IS SIGNING AS AN OFFICER OF A CORPORATE GUARANTOR, SPECIFY THE
PERSON'S CORPORATE TITLE.]

Page 2
<PAGE>

DALLAS-FORT WORTH ASSOCIATES

NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS-Registered Trademark-

ADDENDUM G TO LEASE

RULES AND REGULATIONS

DEMISED PREMISES/ADDRESS: 2603 SOUTHWELL, SUITE 103, DALLAS 75229
-----------------------------------------------------

A. APPLICATION. The following standards shall affect and shall be observed by
Tenant, Tenant's employees and invitees, for the mutual safety, cleanliness,
care, protection, comfort and convenience of all tenants and occupants of the
Property, and shall be applicable to the building(s), to the parking garages,
if any, to the common areas, driveways, parking lots, and to the Demised
Premises, including the land situated beneath and any appurtenances thereto.

B. CONSENT REQUIRED. Any exception to these Rules and Regulations must first
be approved in writing by Landlord. For purposes of these Rules and
Regulations, the term "Landlord" includes the building manager, the building
manager's employees, and any other agent or designee authorized by Landlord
to manage or operate the Property.

C. RULES AND REGULATIONS:

1. Tenant may not conduct any auction "flea market" or "garage sale" on
the Demised Premises nor store any goods or merchandise on the
Property except for Tenant's own business use. Food may not be
prepared in the Demised Premises except in small amounts for
consumption by Tenant. Vending machines or dispensing machines may
not be placed in the Demised Premises without Landlord's written
approval. The Demised Premises may not be used or occupied as
sleeping quarters or for lodging purposes. Animals may not be kept
in or about the Property.

2. Tenant shall not obstruct sidewalks, driveways, loading areas,
parking areas, corridors, hallways, vestibules, stairs and other
similar areas designated for the collective use of tenants, or use
such areas for Tenant's storage, temporary or otherwise, or for any
purpose other than ingress and egress to and from the Demised
Premises. Tenant shall comply with parking rules and guidelines as
may be posted on the Property from time to time.

3. Tenant shall not make any loud noises, unusual vibrations,
unpleasant odors, objectionable or illegal activities on the
Property. Tenant shall not permit the operation of any equipment in
the Demised Premises that could annoy other occupants of the
Property. Tenant shall not interfere with the possession of other
tenants of the Property.

4. Tenant may not bring any flammable, explosive, toxic, noxious,
dangerous or hazardous materials onto the Property.

5. Installation of security systems, telephone, television and other
communication cables, fixtures and equipment must comply with
Section 7.04 of the Lease, except that routine installation and
construction of normal communication devices which do not require
any holes in the roof or exterior walls of the Property do not
require the written approval of Landlord.

6. Movement into or out of the building through public entrances,
lobbies or corridors which requires use of a hand truck, dolly or
pallet jack to carry freight, furniture, office equipment, supplies
and other large or heavy material, must be limited to the service
entrances and freight elevators only and must be done at times and
in a manner so as not to unduly inconvenience other occupants of the
Property. All wheels for such use must have rubber tires and edge
guards to prevent damage to the building. Tenant shall be
responsible for and shall pay all costs to repair damages to the
building caused by the movement of materials by Tenant.

7. Requests by Tenant for building services, maintenance and repair
must be made in writing to the office of the building manager
designated by Landlord and must be dated. Tenant shall give prompt
written notice to Landlord of any significant damage to or defects
in the Demised Premises or the Property, especially including
plumbing, electrical and mechanical systems, heating, ventilating
and air conditioning systems, roofs, windows, doors, foundation and
structural components, regardless of whose responsibility it is to
repair such damage.

8. Tenant shall not change locks or install additional locks on doors
without the prior written consent of Landlord. If Tenant changes
locks or installs additional locks on the Property, Tenant shall
within five days thereafter provide Landlord with a

Page 3
<PAGE>

copy of each separate key to each lock. Upon termination of Tenant's
occupancy of the Demised Premises, Tenant must surrender all keys to
the Demised Premises and to the Property to Landlord.

9. Harmful liquids, toxic wastes, bulky objects, insoluble substances
and other materials which may cause clogging, stains or damage to
plumbing fixtures or systems must not be placed in the lavatories,
water closets, sinks, or drains. Tenant must pay the costs to repair
and replace drains, plumbing fixtures and piping fixtures which is
required because of damage caused by Tenant.

10. Tenant shall cooperate with Landlord and other occupants of the
Property in keeping the Property and the Demised Premises neat and
clean. Nothing may be swept, thrown or left in the corridors,
stairways, elevator shafts, lobbies, loading areas, parking lots or
any other common areas on the Property. All trash and debris must be
property placed in receptacles provided therefor.

11. Landlord has the power and authority to regulate the weight and
position of heavy furnishing and equipment on the floor of the
Demised Premises, including safes, groups of filing cabinets,
machines, and any other item which may overload the floor. Tenant
shall notify the Landlord when heavy items are to be taken into or
out of the building, and the placement and transportation of heavy
items may be done only with the prior written approval of Landlord.

12. No window screens, blinds, draperies, awnings, solar screen films,
window ventilators or other materials visible from the exterior of
the Demised Premises may be placed in the Demised Premises without
Landlord's approval. Landlord is entitled to control all lighting
that may be visible from the exterior of the building.

13. No advertisement, sign, notice handbill, poster or banner may be
exhibited, distributed, painted or affixed upon the Property. No
directory of tenants is allowed on the Property other than that
provided by Landlord.

14. Tenant agrees to cooperate with and assist Landlord in the
prevention of peddling, canvassing and soliciting on the Property.

15. Tenant accepts any and all liability for damages and injuries to
persons and property resulting from the serving and sales of
alcoholic beverages on or from the Property.

16. Any person entering and leaving the building before and after normal
working hours, or building hours if posted by Landlord, whichever
applies, may be required to identify himself to security personnel
by signing a list and giving the time of day and destination or
location of the applicable Demised Premises. Normal building
business hours are established by Landlord from time to time.

D. REVISIONS. Landlord reserves the right to revise and/or rescind any of
these Rules and Regulations and to make additional rules which Landlord may
determine are necessary from time to time for the safety, care, cleanliness,
protection comfort and convenience of the tenants and occupants of the
Property and for the care, protection and cleanliness of the building.
Revisions and additions will be binding upon the Tenant as if they had been
originally prescribed herein when furnished in writing by Landlord to Tenant,
provided the additions and revisions apply equally to all tenants occupying
the Property.

E. ENFORCEMENT. Any failure or delay by Landlord in enforcing these Rules and
Regulations will not prevent Landlord from enforcing these Rules and
Regulations in the future. If any of these Rules and Regulations is
determined to be unenforceable, it shall be severed from this Lease without
affecting the remainder of these Rules and Regulations.

Page 4

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Speed Release Lock Company

We consent to the use of our report, dated March 7, 2000, incorporated
herein by reference in this Registration Statement on Form S-1 and to the
reference to our firm under the heading "Experts" in such Registration
Statement.

/S/ DAVIS, KINARD & CO., P.C.
-------------------------------

DAVIS, KINARD & CO., P.C.

Abilene, Texas
May 1, 2000

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 2
<SECURITIES> 504
<RECEIVABLES> 5
<ALLOWANCES> 0
<INVENTORY> 73
<CURRENT-ASSETS> 584
<PP&E> 97
<DEPRECIATION> 49
<TOTAL-ASSETS> 699
<CURRENT-LIABILITIES> 1,610
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (913)
<TOTAL-LIABILITY-AND-EQUITY> 699
<SALES> 175
<TOTAL-REVENUES> 175
<CGS> 216
<TOTAL-COSTS> 216
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 154
<INCOME-PRETAX> (981)
<INCOME-TAX> 0
<INCOME-CONTINUING> (981)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (981)
<EPS-BASIC> (65)
<EPS-DILUTED> (65)

</TABLE>