Exhibit 4.6  



	 	 	(SEE REVERSE LEGEND)	 	 
	

 	
 	

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR

TO 5:00 P.M. NEW YORK CITY TIME,                    , 2010)	
 	

 
	

Number	
 	
TRI-S SECURITY CORPORATION.	
 	
Warrants
	

 	
 	
WARRANT	
 	

 
	

 	
 	

 	
 	

CUSIP 895578 11 0





THIS CERTIFIES THAT, for value received,  


is the registered holder of a Warrant or Warrants expiring                        , 2010 (the "Warrant") to
purchase one fully paid and non-assessable share of Common Stock,
par value $.001 per share ("Shares"), of Tri-S Security Corporation, a Georgia corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Company, commencing on the date the Warrant is separated from the Unit of which it is a part, such number of Shares of the Company at the price of $        
per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Registrar and Transfer Company (the "Warrant Agent") (such payment
to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. The Warrant
Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. 



        No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder. 


        Upon
any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised. 


        Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged
in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants. 


        Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge. 



        The
Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. 


        This
Warrant does not entitle the registered holder to any of the rights of a Shareholder of the Company until exercised. 


        Commencing
on                  , 2005 and until the expiration of the Warrant, the Company may redeem the Warrant, upon not less than 30 days' notice, at a price of
$0.25 per
Warrant, provided that the closing sale price of the Shares equals or exceeds $9.00 per share for each of the 20 consecutive trading days preceding the Company's redemption announcement. Any Warrant
either not exercised, or tendered back to the Company by the end of the date specified in the notice of redemption, shall be canceled on the books of the Company and have no further value except for
the $0.25 redemption price. 


Countersigned:




	REGISTRAR AND TRANSFER COMPANY

(Cranford, NJ)	 	 	 	 	 
	 	 	as Warrant Agent,	TRI-S SECURITY CORPORATION

CORPORATE	By:	 	 	 
	By:	 	 	SEAL	 	
SIGNATURE TO COME
	 	
SIGNATURE TO COME

	 	 	 	GEORGIA	 	 	 	 
	 	 	Authorized Officer	X	 	Secretary	 	Chairman of the Board











SUBSCRIPTION FORM
  To Be Executed by the Registered Holder in Order to Exercise Warrants 


The
undersigned Registered Holder irrevocably elects to exercise                  Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise
of such Warrants, and requests that Certificates for such shares shall be issued in the name of 



	
 (PLEASE TYPE OR PRINT NAME AND ADDRESS)
	


	


	

 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	

and be delivered to
	

 (PLEASE PRINT OR TYPE NAME AND ADDRESS)
	

 and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below:







	
 	

 	
 	

 
	

Dated:	

	
 	

            (SIGNATURE)
	



 	



 	

 	




            (ADDRESS)
	

 	

 	
 	

            (TAX IDENTIFICATION NUMBER)




ASSIGNMENT
  To Be Executed by the Registered Holder in Order to Assign Warrants 


For
Value Received,
                                         
                                          
        hereby sell, assign, and transfer unto 



	
 (PLEASE TYPE OR PRINT NAME AND ADDRESS)
	


	


	

 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	

and be delivered to
	

 (PLEASE PRINT OR TYPE NAME AND ADDRESS)





                                        
                of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint 


                                        
                                          
                                         
                                          
                                          
   
Attorney

to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. 



	

 	

 	
 	

 
	

Dated:	

	
 	

 





	

 	

Notice:	
 	

 THE SIGNATURE TO 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.
	

Signature(s) Guaranteed	

 	
 	

 





	

By:	
 	

 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
	
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.