8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2006

TIDEL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-17288	75-2193593
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2900 Wilcrest Drive, Suite 205, Houston, Texas	77042
(Address of principal executive offices)	(zip code)

Registrant's telephone number, including area code: (713) 783-8200

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Tidel Technologies, Inc. (“We,” “us” or the “Company”) and our subsidiary, Tidel Engineering, L.P., entered into an asset purchase agreement, dated as of January 12, 2006 (the “Cash Security Asset Purchase Agreement”), with Sentinel Operating, L.P., a purchaser controlled by a management buyout group led by Mark K. Levenick, our Interim Chief Executive Officer and a member of our Board of Directors (our “Board”), and Raymond Landry, a member of our Board, for the sale of substantially all of the assets of our Cash Security business (the “Cash Security Business Sale”). The two independent members of our Board who are unaffiliated with the management buyout of the Cash Security business negotiated the terms of the Cash Security Asset Purchase Agreement with the management buyout group.

The independent members of our board received an opinion from an investment advisory firm, Capitalink, L.C., as to the fairness of the Cash Security Business Sale from a financial point of view to the unaffiliated shareholders. On December 31, 2005, our Board, upon recommendation by the Board committee composed of our independent directors, voted to approve the Cash Security Asset Purchase Agreement and the Cash Security Business Sale, with Messrs. Levenick and Landry abstaining.

The Cash Security Asset Purchase Agreement provides for the sale of our Cash Security business to the purchaser thereunder for a cash purchase price of $17.5 million, less $100,000 as consideration for the purchaser’s potential liability in connection with certain litigation and subject to a closing balance sheet purchase price adjustment. In addition, the Cash Security Asset Purchase Agreement is subject to customary representations and warranties, covenants and the satisfaction of several customary closing conditions, including our obtaining shareholder approval. The closing under the Cash Security Asset Purchase Agreement is expected to occur by the end of March 2006. The purchase price payable under the Cash Security Business Sale is subject to the reorganization fee and the other amounts payable to Laurus Master Fund, Ltd. (“Laurus”) under the terms of the Agreement Regarding NCR Transaction and Other Assets Sales dated as of November 26, 2004 by and between the Company and Laurus. Upon closing of the Cash Security Business Sale, we estimate the reorganization fee payable to Laurus will be in the range of $5 million to $11 million. On January 13, 2006 we also entered into an exercise and conversion agreement with Laurus pursuant to which Laurus converted $5,400,000 of our indebtedness outstanding on January 13, 2006 that it holds into 18,000,000 shares of our common stock. Following Laurus’ conversion of such debt, Laurus holds shares representing approximately 49.8% of our common stock. We understand that Laurus or its affiliates may provide financing to the purchaser, Sentinel Operating, L.P., under the Cash Security Business Sale.

On January 13, 2006, we repaid all of our remaining outstanding debt to Laurus in the principal amount of $2,617,988 plus accrued but unpaid interest in the amount of $113,333. In connection therewith, we paid a prepayment penalty to Laurus in the amount of $59,180.

In addition, pursuant to the terms of a stock redemption agreement we entered into with Laurus on January 12, 2006, we have agreed to repurchase from Laurus, upon the closing of the Cash Security Business Sale, all shares of our common stock held by Laurus at a per share price not less than $.20 per share nor greater than $.34 per share following the determination of our assets in accordance with the formula set forth below.

The stock redemption agreement with Laurus provides that the purchase price for the shares of our common stock to be repurchased from Laurus shall consist of the Per Share Price (as defined below) multiplied by the 19,251,000 shares of our common stock owned by Laurus. The “Per Share Price” shall equal the quotient obtained by dividing (1) the value on the closing date of the Cash Security Asset Purchase Agreement of (A) the sum of the value of all assets of the Company that would be valued by the Company in connection with a liquidation of the Company following the closing of the Cash Security Business Sale (after giving effect to such closing), including, but not limited to: (i) all cash and cash equivalents held by the Company, (ii) all marketable securities held by the Company, and (iii) all other remaining tangible and intangible assets held directly or indirectly by the Company valued at fair market value minus (B) the sum of (i) all fees and expenses of the Company and its subsidiaries in connection with the sale of our ATM business and the Cash Security Business Sale incurred through the closing date of the Cash Security Business Sale, (ii) all payments and obligations due to, or on behalf of, present and former employees of the Company and its subsidiaries incurred through the closing date of the Cash Security Business Sale, (iii) all amounts paid or payable to Laurus pursuant to the Agreement Regarding NCR Transaction and Other Assets Sales dated as of November 26, 2004 by and between the Company and Laurus, (iv) all other liabilities of the Company and its subsidiaries, (v) payments due to independent members of our Board in an aggregate amount not to exceed $400,000, and (vi) a good faith estimate of the costs and expenses which would be incurred in connection with the liquidation of the Company including, without limitation, legal fees, directors and officers insurance, all fees and expenses relating to SEC and governmental filings and related expenses, by (2) the total number of shares of our common stock outstanding on the closing date of the Cash Security Business Sale. Notwithstanding the foregoing, the Per Share Price shall not be less than $.20 per share nor greater than $.34 per share.

Pursuant to the terms of the stock redemption agreement with Laurus, Laurus has agreed (i) to the cancellation as of the closing date of the Cash Security Business Sale of the outstanding warrants that it holds to purchase 4,750,000 shares of our common stock at an exercise price of $.30 per share, and (ii) not to exercise such warrants prior to the earlier to occur of March 31, 2006 and the date on which the Cash Security Asset Purchase Agreement is terminated.

Following the share repurchase under the stock redemption agreement with Laurus, Laurus will cease to hold any equity interest in the Company. If the Cash Security Business Sale does not occur by March 31, 2006, then pursuant to the terms of the exercise and conversion agreement we entered into with Laurus, we have agreed to immediately redeem from Laurus the 18,000,000 shares of our common stock issued to Laurus upon Laurus’ conversion pursuant to the exercise and conversion agreement of $5,400,000 of our debt.

Concurrently with the execution of the stock redemption agreement and the exercise and conversion agreement, we and Laurus also entered into a cash collateral deposit letter, and a reaffirmation, ratification and confirmation agreement. Pursuant to the cash collateral deposit letter, we agreed that a portion of the $8,200,000 of proceeds (the "Deposit Amount") from the January 2006 sale of our automated teller machine business that were on deposit with Laurus for repayment of outstanding Company indebtedness to Laurus would be applied to repay all amounts owing to Laurus under (i) the portion of the note, dated November 25, 2003, in the initial principal amount of $6,450,000, together with an additional $292,987 principal amount added thereto on November 26, 2004, remaining after Laurus’ conversion of $5,400,000 of indebtedness into shares of our common stock, (ii) a convertible term note, dated November 26, 2004 in the aggregate principal amount of $600,000, which was convertible into shares of common stock of the Company at a conversion price of $0.30 per share and (iii) a convertible term note, dated November 26, 2004, in the aggregate principal amount of $1,500,000, which was convertible into shares of common stock of the Company at a conversion price of $3.00 per share (collectively, the "Notes"). Thereafter, the Notes shall be deemed to have been indefeasibly repaid and the Deposit Amount will be reduced to $5,330,507. Under the cash collateral deposit letter, such remaining Deposit Amount together with an additional cash deposit of $69,493 from the Company, for an aggregate amount of $5,400,000, will be used as collateral to secure our obligations to Laurus under, among other things, the stock redemption agreement and the exercise and conversion agreement. Pursuant to the reaffirmation, ratification and confirmation agreement, we acknowledged and reaffirmed our obligation to pay to Laurus simultaneously with the closing of the Cash Security Business Sale the reorganization fee payable to Laurus pursuant to Section 4 of the Agreement Regarding NCR Transaction and Other Asset Sales, which amount will be determined in accordance with the provisions of such section and shall not be less than $5,000,000 nor more than $11,000,000.

Each of Laurus and our officers and directors entered into voting agreements with Sentinel Technologies, Inc., an affiliate of the purchaser under the Cash Security Asset Purchase Agreement, as of January 12, 2006, under which Laurus and our officers and directors agreed to vote all of the shares of Company common stock that Laurus and each such person owns and any shares over which Laurus and each such person exercises voting control in favor of the approval and adoption of the Cash Security Asset Purchase Agreement, the Cash Security Business Sale and related transactions and against any competing transactions proposed to the Company’s stockholders.

This summary of the terms of the Cash Security Asset Purchase Agreement, the exercise and conversion agreement, the stock redemption agreement, the cash collateral deposit letter, the reaffirmation, ratification and confirmation agreement, the officer and director voting agreement and the Laurus voting agreement is qualified in its entirety by reference to the forms of such agreements filed as exhibits hereto.

This Current Report on Form 8-K (including Exhibits 10.1 through 10.5) was originally filed on January 19, 2006. The Company is filing this amendment to such Form 8-K in order to disclose the voting agreements concerning Laurus and the Company’s officers and directors which are discussed above and copies of which are included as Exhibits 10.6 and 10.7 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit
10.1*	Asset Purchase Agreement, dated as of January 12, 2006, by and among Sentinel Operating, L.P., Tidel Technologies, Inc., Tidel Engineering, L.P.
10.2*	Exercise and Conversion Agreement, dated as of January 12, 2006, by and between Sentinel Technologies, Inc., Sentinel Operating, L.P., Tidel Technologies, Inc. and Laurus Master Fund, Ltd.
10.3*	Cash Collateral Deposit Letter, dated as of January 12, 2006, by and between Laurus Master Fund, Ltd., Tidel Technologies, Inc., Tidel Engineering, L.P., Tidel Cash Systems, Inc., Tidel Services, Inc. and AnyCard International, Inc.
10.4*	Stock Redemption Agreement, dated as of January 12, 2006, by and between Tidel Technologies, Inc. and Laurus Master Fund, Ltd.
10.5*	Reaffirmation, Ratification and Confirmation Agreement, dated as of January 12, 2006, by and between Tidel Technologies, Inc. and Laurus Master Fund, Ltd.
10.6	Voting Agreement, dated as of January 12, 2006, by and between Tidel Technologies, Inc., Sentinel Technologies, Inc., Sentinel Operating, L.P. and the individuals named therein.
10.7	Voting Agreement, dated as of January 12, 2006, by and between Tidel Technologies, Inc., Sentinel Technologies, Inc., Sentinel Operating, L.P. and Laurus Master Fund, Ltd.

* Previously Filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIDEL TECHNOLOGIES, INC.
Dated: January 31, 2006	By:	/s/ Mark K. Levenick
		Name: Mark K. Levenick
		Title: Interim Chief Executive Officer

EX-10.6

Exhibit 10.6

VOTING AGREEMENT

THIS VOTING AGREEMENT is made and entered into as of this 12^th day of January, 2006 (the “Agreement”) by and among Sentinel Technologies, Inc., a Delaware corporation, (“STI”); Sentinel Operating, L.P., a Texas limited partnership and an affiliate of LLG (“Sentinel”); Tidel Technologies, Inc., a Delaware corporation (the “Company”); Mark K. Levenick; Jerrell G. Clay; Raymond P. Landry; Stephen P. Griggs; Robert D. Peltier; M. Flynt Moreland; and Troy D. Richard (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the same meanings ascribed thereto in the Purchase Agreement (defined below).

RECITALS

A. Contemporaneously with the execution and delivery of this Agreement, Sentinel, the Company and Tidel Engineering, L.P., a Delaware limited partnership and an affiliate of the Company (“Engineering”) are entering into an Asset Purchase Agreement, dated as of the date hereof, as the same may be amended from time to time, (the “Purchase Agreement”), which provides that, upon the terms and subject to the conditions set forth therein, Sentinel will purchase the assets of Division from the Company and Engineering (the “Transaction”).

B. As of the date hereof, each Stockholder beneficially owns the number of shares of common stock, par value $.01 per share, of the Company set forth opposite such Stockholder’s name on Schedule I hereto (all such shares so owned and which may hereafter be acquired by such Stockholder prior to the termination of this Agreement, whether upon the exercise of options, conversion of notes, or by any other means of purchase, dividend, acquisition, distribution or otherwise, being referred to herein as such Stockholder’s “Shares”).

C. In connection with the Transaction and pursuant to the terms of the Purchase Agreement, each Stockholder has agreed to grant STI an irrevocable proxy to vote the Stockholder’s Shares in favor of the approval and adoption of (i) the Purchase Agreement and the transactions contemplated thereby, (ii) the amendment to the Company’s certificate of incorporation to change the Company’s name such that it does contain the terms “Tidel” or “Sentinel” or any derivations thereof (the “Amendment”), and (iii) any motion for adjournment or postponement of the Parent Stockholder Meeting to another time or place to permit, among other things, further solicitation of proxies if necessary to establish a quorum or to obtain additional votes in favor of the Purchase Agreement and the transactions contemplated thereby and the Amendment (the “Motion”).

D. As a condition to their willingness to enter into the Purchase Agreement, Sentinel has requested that the Stockholders enter into this Agreement.

E. In order to induce Sentinel to enter into the Purchase Agreement, the Stockholders are willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING AGREEMENT

1.1Voting of Shares.

From the date hereof until the termination of this Agreement, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, each Stockholder shall vote such Stockholder’s Shares (i) in favor of the approval and adoption of the Purchase Agreement (as amended from time to time pursuant to the terms thereof) and the transactions contemplated thereby, (ii) against any other Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company’s Certificate of Incorporation or Bylaws, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated, (iii) in favor of the approval and adoption of the Amendment, (iv) in favor of the approval and adoption of the Motion, and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Purchase Agreement and related agreements which is considered at any such meeting of Stockholders or in such consent, and in connection therewith to execute any documents which are necessary in order to effectuate the foregoing, including the ability for STI or its nominees to vote such Shares directly.

1.2Irrevocable Proxy.

Each Stockholder hereby agrees to deliver to STI a duly executed proxy in the form attached hereto as Exhibit A concurrently with the execution and delivery of this Agreement (the “Proxy”), such Proxy to cover the Shares in respect of which Stockholder is entitled to (i) vote at each meeting of the stockholders of the Company (including, without limitation, each written consent in lieu of a meeting) in favor of the approval and adoption of (a) the Purchase Agreement and the transactions contemplated thereby, (b) the Amendment, and (c) the Motion, (ii) to vote against any other Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company’s Certificate of Incorporation or Bylaws, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated and (iii) demand that the Secretary or any other appropriate officer of the Company call a special meeting of the stockholders of the Company for the purpose of considering the Transaction, the Purchase Agreement, the Amendment and all other transactions contemplated thereby. Each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares, other than any proxy given in respect to the approval of the sale of the Company’s ATM business to NCR Texas LLC pursuant to the NCR Purchase Agreement. The Proxy shall automatically terminate and be of no further force or effect upon any termination of this Agreement.

2

1.3No Proxies for or Transfers of Stockholder Shares.

Except as contemplated by the terms of this Agreement, from the date hereof until the termination of this Agreement, each Stockholder hereby agrees that such Stockholder shall not, without the prior written consent of STI, which may be withheld in the sole discretion of STI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement, arrangement or understanding with respect to the voting of any such Stockholder’s Shares, or (ii) sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other agreement, arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge or other disposition of, any of such Stockholder’s Shares. Each Stockholder hereby agrees such Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, pledge or other disposition or any such contract, option or other agreement, arrangement or understanding and agrees to notify STI promptly (but in any event, within 24 hours), and to provide all details requested by STI, if such Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. Notwithstanding any other provision of this Section 1.3, each Stockholder may sell or otherwise assign, with or without consideration, an unlimited amount of such Stockholder’s Shares to any spouse or member of his immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of his spouse or members of his immediate family, or to a trust for himself, or to a charitable remainder trust, or to any entity that is wholly owned by members of such Stockholder’s immediate family, provided that each such transferee or assignee, prior to the completion of the sale, transfer or assignment, shall have executed and delivered to STI documents assuming the obligations of such Stockholder under this Agreement with respect to the transferred securities, such documents to be satisfactory to STI in its sole discretion.

1.4Stop Transfer.

During the term of this Agreement, no Stockholder shall request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder’s Shares, unless such transfer is made in compliance with this Agreement.

1.5Notification.

If any Stockholder becomes aware of an Acquisition Proposal or if an Acquisition Proposal is hereafter made or if any request for nonpublic information relating to the Company or any of its subsidiaries is made by any person or entity that has made an Acquisition Proposal or has advised such Stockholder that it may be considering making an Acquisition Proposal, such Stockholder shall within 24 hours notify STI of the material details of such Acquisition Proposal or request (including the identity of the person or entity making such Acquisition Proposal, the terms thereof and the information requested thereby) and shall within 24 hours provide STI with a copy of any Acquisition Proposal or request that is made in writing and copies of all correspondence relating thereto. Thereafter such Stockholder shall keep STI fully apprised on a current basis of the status of any such Acquisition Proposal and of any modifications to the terms thereof. Each Stockholder hereby agrees to immediately cease and cause to be terminated all existing discussions or negotiations with any parties other than STI conducted heretofore with respect to any Acquisition Proposal.

3

1.6Additional Documents.

Each Stockholder hereby covenants and agrees to execute and deliver any and all additional documents necessary or desirable, in the reasonable opinion of STI, to carry out the purpose and intent of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

Each Stockholder hereby represents and warrants to STI and Sentinel as follows:

2.1Due Authorization, Etc.

Such Stockholder has all requisite power and authority and the legal capacity to execute, deliver and perform this Agreement, to appoint STI as its proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of STI as such Stockholder’s proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder, enforceable against each Stockholder in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

2.2No Conflicts; Required Filings and Consents.

The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any law applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties is bound or affected, or (ii) result in the creation of a lien or encumbrance on such Stockholder’s Shares pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s assets is bound or affected.

4

2.3Valid Title.

Such Stockholder is the sole, true, lawful and beneficial owner of such Stockholder’s Shares with no restrictions on such Stockholder’s voting rights or rights of disposition pertaining thereto. None of such Stockholder’s Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. None of such Stockholder’s Shares is subject to any adverse claims, options, liens, charges, encumbrances, security interests or other restrictions on transfer.

2.4Total Shares.

Each Stockholder is the record and beneficial owner of the number of Shares set forth next to such Stockholder’s name on Schedule I hereto. Except as set forth on Schedule I hereto, neither such Stockholder nor any beneficial owner or owners of such Stockholder’s Shares own any Shares, or options or warrants to purchase or rights to subscribe for or otherwise acquire any securities of the Company. Except as set forth on Schedule I hereto, each Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, sole power of conversion and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares beneficially owned by such Stockholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

2.5Community Property.

If the Stockholder is married and the Stockholder’s Shares constitute community property or spousal approval is otherwise required for this Agreement to be legal, valid and binding, then, to the extent so required, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity.

ARTICLE III

MISCELLANEOUS

3.1     Termination.

This Agreement and each Proxy granted pursuant to Article I shall terminate automatically and without any action of any of the parties hereto and be of no further force and effect upon the earlier to occur of: (i) the written mutual consent of the parties hereto, or (ii) the Expiration Date (as defined below). No such termination of this Agreement shall relieve any party hereto from any liability for any breach of this Agreement prior to termination or from any obligation pursuant to a notice delivered on or before the date of such termination. As used herein, the “Expiration Date” shall mean the earlier to occur of (i) the Closing (as defined in the Purchase Agreement), or (ii) the termination of the Purchase Agreement according to its terms.

5

3.2Further Assurance.

From time to time, at the request of another party hereto and without consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

3.3Certain Events; Successors.

Each Stockholder agrees that this Agreement and such Stockholder’s obligations hereunder shall attach to such Stockholder’s Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder’s heirs, executors, guardians, administrators, successors or assigns. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations under this Agreement.

3.4No Waiver.

The failure of any party hereto to exercise any right, power, or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

3.5Notice.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, the day of transmission if a business day or, if not, the next business day thereafter, if delivered by telecopier (with confirmation of receipt), the next business day if delivered by an internationally recognized overnight courier service, such as Federal Express, or the third business day if mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to STI or Sentinel, to:

Sentinel Technologies, Inc.

9423 Desert Willow Road

Highlands Ranch, Colorado 80129

Attn: Jeffrey Galgano

Fax: (303) 734-4733

with a copy to:

Hensley Kim & Edgington, LLC

1660 Lincoln Street

Suite 3050

Denver, Colorado 80264

Attention:     Darren R. Hensley, Esq.

John P.J. Kim, Esq.

Fax: (720) 377-0777

If to the Company:

Tidel Technologies, Inc.

2310 McDaniel Drive

Carrollton, Texas 75006

Attention: Stephen P. Griggs

Fax: (972) 241-6229

with a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Adam W. Finerman, Esq.

(212) 451-2222 fax

and

(b)        If to a Stockholder, to the address set forth below such Stockholder’s name on Schedule I hereto.

3.6Effect of Headings.

The Article and Section headings contained in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

3.7Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7

3.8Entire Agreement.

This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

3.9Assignment and Binding Effect.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, and any such assignment shall be void, except that STI may assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to any direct or indirect wholly owned subsidiary of STI or to a successor corporation or other successor entity in the event of a merger, acquisition, consolidation or other transfer. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

3.10 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to such state’s principles of conflicts of laws.

3.11 Amendment and Modification.

This Agreement may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by the parties hereto.

3.12 Specific Performance; Injunctive Relief.

The parties hereto acknowledge that STI will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of each Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to STI upon any such violation, STI shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to STI at law or in equity and each Stockholder hereby waives any and all defenses which could exist in its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.

3.13 Counterparts.

This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. This Agreement (or any counterpart hereof) may be delivered by a party by facsimile, which facsimile shall be effectual as if the original counterpart had been delivered.

8

3.14 Third Party Beneficiary.

The parties to this Agreement hereby acknowledge and agree that Laurus Master Fund, Ltd., a Cayman Island company (“Laurus”), shall be a third party beneficiary to this Agreement entitled to the rights, but shall not assume the obligations or liabilities, of STI hereunder with respect to the transactions contemplated hereby. In addition, this Agreement shall not be modified, amended, altered or supplemented without the prior written consent of Laurus, such consent not to be unreasonably withheld.  The rights conferred to Laurus under this Section 3.14 shall be deemed to be coupled with an interest and irrevocable without the prior written consent of Laurus. 

* * * * *

9

IN WITNESS WHEREOF, STI, Sentinel, the Company and each of the Stockholders have caused this Agreement to be executed as of the date first written above.

SENTINEL TECHNOLOGIES, INC.
/s/Raymond P. Landry
By:	Raymond P. Landry
Title:	CEO
SENTINEL OPERATING, L.P.
By:	Sentinel Cash Systems, L.L.C.,
Its:	General Partner
By:	/s/Raymond P. Landry
	Raymond P. Landry
	President
TIDEL TECHNOLOGIES, INC.
/s/ Jerrell G. Clay
By:	Jerrell G. Clay
Title:	Director
STOCKHOLDERS:
/s/ Mark. K. Levenick
MARK K. LEVENICK
/s/ Jerrell G. Clay
JERRELL G. CLAY

/s/ Raymond P. Landry

RAYMOND P. LANDRY

/s/ Stephen P. Griggs

STEPHEN P. GRIGGS

/s/ Robert D. Peltier

ROBERT D. PELTIER

/s/ M. Flynt Moreland

M. FLYNT MORELAND

/s/ Troy D. Richard

TROY D. RICHARD

2

EXHIBIT A

IRREVOCABLE PROXY

TO VOTE STOCK OF

TIDEL TECHNOLOGIES, INC.

(a Delaware Corporation)

The undersigned Stockholder of Tidel Technologies, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by the Delaware General Corporation Law) appoints Sentinel Technologies, Inc., a Delaware corporation (“STI”), or any designee of STI, as the sole and exclusive attorney and proxy of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the fullest extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by the undersigned Stockholder of the Company as of the date of this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon the undersigned’s execution of this Irrevocable Proxy and other than any proxy given in respect to the approval of the sale of the Company’s ATM business to NCR Texas LLC pursuant to the NCR Purchase Agreement, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the termination of the Voting Agreement (as hereinafter defined).

This Irrevocable Proxy is irrevocable (to the extent provided by the Delaware General Corporation Law), is coupled with an interest, and is granted in consideration of STI entering into that certain Voting Agreement (the “Voting Agreement”), dated as of even date herewith, by and among STI; Sentinel Operating, L.P., a Texas limited partnership and an affiliate of STI (“Sentinel”), the Company, the undersigned and certain other stockholders of the Company, and that certain Purchase Agreement (the “Purchase Agreement”), dated as of January__, 2006, by and among the Company; Tidel Engineering, L.P., a Delaware limited partnership and an affiliate of the Company (“Engineering”) and Sentinel, which Purchase Agreement provides for the purchase of the assets of Division from the Company and Engineering (the “Transaction”). Notwithstanding the foregoing, this Irrevocable Proxy shall terminate and be of no further force or effect upon any termination of the Voting Agreement.

The attorney and proxy named above is hereby authorized and empowered by the undersigned, at any time prior to the termination of the Voting Agreement, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Delaware General Corporation Law), at any annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting as follows:

(i)  in favor of the approval and adoption of the Purchase Agreement (as amended from time to time pursuant to the terms thereof), and the transactions contemplated thereby;

(ii)     against any Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company’s Certificate of Incorporation or Bylaws, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated;

(iii)in favor of the approval and adoption of the amendment to the Company’s certificate of incorporation to change the Company’s name such that it does contain the terms “Tidel” or “Sentinel” or any derivations thereof;

(iv)in favor of the approval and adoption of any motion for adjournment or postponement of the meeting to another time or place to permit, among other things, further solicitation of proxies if necessary to establish a quorum or to obtain additional votes in favor of items (i) and (iii) above; and

(v) in favor of any other matter necessary for consummation of the transactions contemplated by the Purchase Agreement and related agreements which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary in order to effectuate the foregoing, including the ability for STI or its nominees to vote such Shares directly.

The attorney and proxy named above is hereby authorized and empowered by the undersigned to demand that the Secretary or any other appropriate officer of the Company call a special meeting of the stockholders of the Company for the purpose of voting on matters set forth in clauses (i) and (iii) of the preceding paragraph. The Stockholder may vote the Shares on all other matters not specifically referred to in this Irrevocable Proxy, and the attorney and proxy named above may not exercise this Irrevocable Proxy with respect to such other matters. Without limiting the generality of the foregoing, this Irrevocable Proxy may not be used to waive or amend any material rights or obligations of the undersigned under the Voting Agreement, the Purchase Agreement or otherwise.

All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Capitalized terms used by not defined herein shall have the same meanings ascribed thereto in the Purchase Agreement.

2

This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable and terminates upon the termination of the Voting Agreement.

Dated:  January__, 2006
	By:
	(Signature of Stockholder)
	Name:
	(Print Name of Stockholder)
	Shares beneficially owned:
		shares of Common Stock of Company
		shares of Common Stock of Company underlying Company Convertible Notes
		shares of Common Stock of Company underlying options
		shares of Common Stock of Company underlying warrants

3

EX-10.7

Exhibit 10.7

VOTING AGREEMENT

THIS VOTING AGREEMENT is made and entered into as of this 12^th day of January, 2006 (the “Agreement”) by and among Sentinel Technologies, Inc., a Delaware corporation (“STI”); Sentinel Operating, L.P., a Texas limited partnership and an affiliate of LLG (“Sentinel”); Tidel Technologies, Inc., a Delaware corporation (the “Company”); and Laurus Master Fund, Ltd., a Cayman Island company (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below).

RECITALS

A. Prior to or contemporaneously with the execution and delivery of this Voting Agreement, Sentinel, the Company and Tidel Engineering, L.P., a Delaware limited partnership and an affiliate of the Company (“Engineering”), are entering into an Asset Purchase Agreement, dated as of dated the date hereof (the “Purchase Agreement”), which provides that, upon the terms and subject to the conditions set forth therein, Sentinel will purchase the assets of the company’s cash security TACC business from the Company and Engineering (the “Transaction”).

B. As of the date hereof, Stockholder and its affiliates who are controlled by or under common control with Stockholder other than investors or affiliates of such investors who do not exercise managerial control of Stockholder (collectively, “Stockholder Affiliates”) hold (i) the number of shares of common stock, par value $.01 per share, of the Company (“Common Stock”) and (ii) securities exercisable for, or convertible into, the number of shares of Common stock, set forth on Schedule I hereto (all such shares so owned and which may hereafter be acquired by the Stockholder or Stockholder Affiliates prior to the termination of this Voting Agreement, whether upon the exercise of options or warrants, conversion of debt, or by any other means of purchase, acquisitions, dividend, distribution or otherwise, being referred to herein as the “Shares”).

C. Pursuant to the Exercise and Conversion Agreement by and among the parties hereto, dated as of dated the date hereof (the “Exercise Agreement”), the Stockholder has agreed to, subject to the terms and conditions contained therein, convert, on or prior to the record date (the “Record Date”) an aggregate of $5,400,000 of convertible indebtedness (the “Conversion Amount”) evidenced by the Convertible Term Note in the initial principal amount of $6,450,000, dated November 25, 2003 (the “Note”) together with an additional $292,987 principal amount added thereto on November 26, 2004, made by the Company in favor of the Seller into 18,000,000 shares of Common Stock. For avoidance of doubt, no warrants are being exercised and no other portion of any note is being converted pursuant to the Exercise Agreement.

D. In connection with the Transaction, Stockholder has agreed to vote the Shares in favor of the approval and adoption of (i) the Purchase Agreement, as the same may be amended from time to time, and the transactions contemplated thereby, (ii) the amendment to the Company’s certificate of incorporation such that it does not contain the terms “Tidel” or Sentinel” or any derivation thereof (the “Amendment”), and (iii) any motion for adjournment or postponement of the Meeting (as hereafter defined) to another time or place to permit, among other things, further solicitation of proxies if necessary to establish a quorum or to obtain additional votes in favor of the Purchase Agreement and the transactions contemplated thereby and the Amendment (the “Motion”) (each of items (i), (ii) and (iii) above are collectively referred to as the “Transaction Matters”).

E. As a condition to their willingness to enter into the Purchase Agreement, Sentinel has requested that the Stockholder enter into this Voting Agreement.

F. In order to induce Sentinel to enter into the Purchase Agreement, the Stockholder is willing to enter into this Voting Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING AGREEMENT

1.1.Voting Agreement.

Upon satisfaction or waiver of the conditions set forth in Section 1.2 below and until March 31, 2006 (the “Termination Date”):

(a) The Stockholder shall vote the Shares at a meeting of the stockholders of the Company however called for the purpose of approving the Transaction Matters (the “Meeting”), and in any action by written consent of the stockholders of the Company:

(i) in favor of the approval and adoption of the Transaction Matters;

(ii)against any other Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or any amendment to the Company’s Certificate of Incorporation or Bylaws, which in the case of each of the matters referred to in this clause that could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated; and

(iii)in favor of any other matter reasonably necessary for consummation of the transactions contemplated by the Purchase Agreement and related agreements which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are reasonably necessary in order to effectuate the foregoing.

2

1.2.Conditions Precedent to Effectiveness of Voting Agreement.

The obligations of the Shareholder under this Voting Agreement are subject to the fulfillment of each of the following conditions:

(a) The Company shall have delivered (i) the unanimous written consent of the Board of Directors of the Company (the “Board”), or (ii) minutes of a duly called meeting of the Board certified by the Secretary of the Company, evidencing that the disinterested members of the Board had duly approved the Purchase Agreement and the transactions contemplated thereby and shall have established the Record Date, which shall be no later than January 13, 2006; and

(b) The Company shall have delivered a fully executed copy of each of the documents required to be delivered pursuant to Section 1.2 of the Exercise Agreement to the Shareholder; and

(c) The Company shall have prepared and mailed a proxy statement relating to the approval of the Transaction Matters to the holders of the shares of Common Stock of the Company on the Record Date in accordance with Section 14 of the Securities Exchange Act of 1934, as amended, and shall have provided the Shareholder with an affidavit of mailing from the person mailing such proxy statement to the stockholders of the Company; and

(d) Each of the Exercise Agreement, the Stock Redemption Agreement, Management Voting Agreement and the Reaffirmation Agreement (as each such capitalized term is defined in the Exercise Agreement) shall have become effective and shall not have been terminated or otherwise rendered ineffective or inoperative; and

(e) The Stockholder shall have received original stock certificate(s) representing the number of shares of Common Stock issued pursuant to the conversion of the Note (up to the Conversion Amount) in the name of the Stockholder sufficient to give full effect to the conversion of the Note (up to the Conversion Amount) in accordance with the terms of the Note and the Exercise Agreement.

1.3.No Proxies for or Transfers of Shares.

The Stockholder hereby revokes, any and all prior proxies or powers of attorney given by the Stockholder or Stockholder Affiliates with respect to the Shares. From the date hereof until the Termination Date, the Stockholder hereby agrees that it shall not, directly or indirectly, sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other agreement, arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge or other disposition of, any of the Shares; provided, however, that the Stockholder may sell or otherwise assign, with or without consideration, an unlimited amount of the Shares to any affiliate, member or limited or general partner of the Stockholder or such affiliate if each such transferee or assignee, prior to the completion of the sale, transfer or assignment shall have executed and delivered to STI documents assuming the obligations of the Stockholder under this Voting Agreement with respect to the transferred securities, such documents to be satisfactory to STI in its reasonable discretion. From the date hereof until the Termination Date, the Stockholder hereby agrees that it shall not, and shall cause its Stockholder Affiliates to not, directly or indirectly, grant any proxies or enter into any voting trust or other agreement, arrangement or understanding with respect to the voting of any of the Shares; provided, however, that the Stockholder may grant a proxy or enter into a voting trust or other agreement, arrangement or understanding with respect to the voting of the Shares to or with a third party, if such third party, prior to the grant of such proxy or entry into such voting trust or agreement, arrangement or understanding, shall have executed and delivered to STI documents assuming the obligations of the Stockholder under this Voting Agreement with respect to such Shares, such documents to be satisfactory to STI in its reasonable discretion. The Stockholder hereby agrees that neither it nor Stockholder Affiliates shall seek or solicit any sale, assignment, transfer, encumbrance, pledge or other disposition of the Shares to other than its affiliates and agrees to notify STI promptly (but in any event, within 24 hours), and it and its affiliates shall provide all details requested by STI, if the Stockholder or Stockholder Affiliates shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing.

3

1.4.Stop Transfer.

During the term of this Voting Agreement, the Stockholder and Stockholder Affiliates shall not request that the Company register the transfer (book entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Voting Agreement.

1.5.Notification.

If the Stockholder or Stockholder Affiliates become aware of an Acquisition Proposal or if an Acquisition Proposal is hereafter made or if any request for nonpublic information relating to the Company or any of the Stockholder Affiliates is made by any person or entity that has made an Acquisition Proposal or has advised the Stockholder or Stockholder Affiliates that it may be considering making an Acquisition Proposal, the Stockholder shall within 24 hours notify STI of the material details of such Acquisition Proposal or request (including the identity of the person or entity making such Acquisition Proposal, the terms thereof and the information requested thereby) and shall within 24 hours provide STI with a copy of any Acquisition Proposal or request that is made in writing and copies of all correspondence relating thereto. Thereafter the Stockholder shall keep STI fully apprised on a current basis of the status of any such Acquisition Proposal and of any modifications to the terms thereof. The Stockholder hereby agrees to immediately cease and cause to be terminated all existing discussions or negotiations with any parties other than STI conducted heretofore with respect to any Acquisition Proposal.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER,

STI AND SENTINEL

Each of the Stockholder, STI and Sentinel (collectively, the “Undersigned”), as applicable, hereby represents and warrants as to itself and individually:

4

2.1.Due Authorization, Etc.

The Undersigned has all requisite power and authority and the legal capacity to execute, deliver and perform this Voting Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Voting Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of each of the Undersigned party. This Voting Agreement has been duly executed and delivered on behalf of such Undersigned party and constitutes a legal, valid and binding obligation of such Undersigned, enforceable against such Undersigned party in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of equity.

ARTICLE III

REPRESENTATIONS OF THE STOCKHOLDER,

The Stockholder hereby represents:

3.1.Valid Title of Stockholder.

After giving full effect to the conversion of the Note (up to the Conversion Amount) in accordance with the terms of the Exercise Agreement, the Stockholder shall be the lawful holder of the Shares with no restrictions on the Stockholder’s voting rights or rights of disposition pertaining thereto. None of the Shares will be subject to any voting trust or other agreement or arrangement with respect to the voting of the Shares. None of the Shares will be subject to any adverse claims, options, liens, charges, encumbrances, security interests or other restrictions on transfer.

3.2.Total Shares.

After giving full effect to the conversion of the Note (up to the Conversion Amount) in accordance with the terms of the Exercise Agreement, the Stockholder will be the record holder of the number of Shares set forth next to such Stockholder’s name on Schedule I hereto. After the date hereof, and except as set forth on Schedule I hereto, neither the Stockholder, nor any Stockholder Affiliate, own any Shares, or options or warrants to purchase, instruments convertible into or rights to subscribe for or otherwise acquire any securities of the Company. After giving full effect to the conversion of the Note (up to the Conversion Amount), the Stockholder and Stockholder Affiliates will have sole voting power and sole power to issue instructions with respect to the matters set forth in this Voting Agreement, sole power of disposition, sole power of conversion and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of the Shares that will be owned by the Stockholder and Stockholder Affiliates with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Voting Agreement.

5

ARTICLE IV

INDEMNIFICATION

4.1.Indemnification.

Each party agrees to indemnify and hold the each other party and their respective directors, officers, employees, agents and stockholders (collectively, the “Indemnitees”) harmless against and in respect of any and all Damages (as defined herein) that any Indemnitee actually suffers or incurs as a result of a breach by such party of any of the representations set forth herein. As used in this Voting Agreement, the term “Damages” shall include, as to any Indemnitee, any loss, damage, injury, liability, charge, cost or expense of any nature actually incurred (including reasonable attorneys’ and accountants’ fees), paid, suffered or borne by such Indemnitee as a result of a breach by such party of any of the representations set forth herein.

ARTICLE V

MISCELLANEOUS

5.1.Termination.

This Agreement shall terminate automatically and without any action of any of the parties hereto and be of no further force and effect upon the earlier to occur of: (i) the Termination Date, (ii) the written mutual consent of the parties hereto or (iii) the Expiration Date (as defined below). No such termination of this Voting Agreement shall relieve any party hereto from any liability for any breach of this Voting Agreement prior to termination or from any obligation pursuant to a notice delivered on or before the date of such termination. As used herein, the “Expiration Date” shall mean the earlier to occur of (a) the occurrence of the Closing (as defined in the Purchase Agreement), or (b) the termination of the Purchase Agreement according to its terms.

5.2.Further Assurance.

From time to time, at the request of another party hereto and without consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Voting Agreement.

5.3.Certain Events; Successors.

The Stockholder agrees that this Voting Agreement and the Stockholder’s obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or beneficial ownership of the Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s or Stockholder Affiliates’ successors or assigns. Notwithstanding any transfer of the Shares, the transferor shall remain liable for the performance of all its obligations under this Voting Agreement.

6

5.4.No Waiver.

The failure of any party hereto to exercise any right, power, or remedy provided under this Voting Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, or any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

5.5.Notice.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, the day of transmission if a business day or, if not, the next business day thereafter, if delivered by telecopier (with confirmation of receipt), the next business day if delivered by an internationally recognized overnight courier service, such as Federal Express, or the third business day if mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to STI or Sentinel, to:
Sentinel Technologies, Inc. or Sentinel Operating, L.P.
c/o LLG, LLC
9423 Desert Willow Road
Highlands Ranch, Colorado 80129
Attention:	Jeffrey Galgano, Chief Financial Officer
Facsimile:	(303) 734-4733
with a copy to:
Hensley Kim & Edgington, LLC
1660 Lincoln Street
Suite 3050
Denver, Colorado 80264
Attention: Darren R. Hensley, Esq.
John P.J. Kim, Esq.
Fax: (720) 377-0777
If to the Company:
Tidel Technologies, Inc.
2310 McDaniel Drive
Carrollton, Texas 75006
Attn: Chairman
Fax: (972) 241-6229

7

With a copy to :
Adam W. Finerman
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2289 phone
(212) 451-2222 fax
afinerman@olshanlaw.com
If to the Stockholder:
Laurus Master Fund, Ltd.
c/o M&C Corporate Services Limited
P.O. Box 309 GT
Ugland House
George Town
South Church Street
Grand Cayman, Cayman Islands
Facsimile:	345-949-8080
with a copy to:
Laurus Capital Management, LLC
825 Third Avenue, 14th Floor
New York, NY 10022
Facsimile: 212-541-4434
Attn: John Tucker, Esq.

5.6.Effect of Headings.

The Article and Section headings contained in this Voting Agreement are for convenience only and shall not affect the construction or interpretation of this Voting Agreement.

5.7.Severability.

If any term, provision, covenant or restriction of this Voting Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Voting Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

8

5.8.Entire Agreement.

This Voting Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

5.9.Assignment and Binding Effect.

Neither this Voting Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, and any such assignment shall be void, except that STI may assign, in its sole discretion, any or all of its rights, interests and obligations hereunder to any direct or indirect subsidiary of STI or to a successor corporation or other successor entity in the event of a merger, acquisition, consolidation or other transfer if each such assignee, prior to the completion of the assignment, shall have executed and delivered to Stockholder documents assuming the obligations of STI under this Voting Agreement Subject to the preceding sentence, this Voting Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

5.10.        Governing Law.

This Voting Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to such state’s principles of conflicts of laws.

5.11.        Amendment and Modification.

This Voting Agreement may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by the parties hereto.

5.12.        Specific Performance; Injunctive Relief.

(a) The parties hereto acknowledge that STI will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the other parties hereto set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to STI upon any such violation, STI shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to STI at law or in equity and the other parties hereto hereby waive any and all defenses which could exist in their favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.

(b) The parties hereto acknowledge that Stockholder will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the other parties hereto set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Stockholder upon any such violation, Stockholder shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Stockholder at law or in equity and the other parties hereto hereby waives any and all defenses which could exist in their favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.

9

5.13.        Counterparts.

This Voting Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. This Voting Agreement (or any counterpart hereof) may be delivered by a party by facsimile, which facsimile shall be effectual as if the original counterpart had been delivered.

* * * * *

10

IN WITNESS WHEREOF, STI, Sentinel, the Company, and the Stockholder have caused this Voting Agreement to be executed as of the date first written above.

SENTINEL TECHNOLOGIES, INC.
/s/ Raymond P. Landry
By:	Raymond P. Landry
Title:	Chief Executive Officer
SENTINEL OPERATING, L.P.
By:	Sentinel Cash Systems, L.L.C.,
	its general partner
/s/ Raymond P. Landry
By:	Raymond P. Landry
Title:	President
TIDEL TECHNOLOGIES, INC.
/s/ Jerell G. Clay
By:	Jerrell G. Clay
Title:	Director
LAURUS MASTER FUND, LTD.
/s/ Eugene Grin
By:	Eugene Grin
Title:	Director