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                                                                   EXHIBIT 10.28
 
            MODIFICATION AND RESTATEMENT OF AMENDMENT NO. 5 TO THE
                EMPLOYMENT AGREEMENT DATED AS OF APRIL 20, 1994
                 BETWEEN DENIS R. BROWN AND PINKERTON'S, INC.

                                        
     The Employment Agreement (the "Agreement") dated as of April 20, 1994
between Denis R. Brown (the "Executive") and Pinkerton's, Inc., a Delaware
corporation (the "Company") is hereby amended as follows:

     1.   Section 2.02 of the Agreement shall be modified and restated to read
in its entirety as follows:

     Section 2.02  Incentive Compensation
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     The following annual incentive compensation plan will be provided to the
     Executive for fiscal 1996 and, if approved by the Company's stockholders at
     their 1997 annual meeting, for fiscal 1997 and through the term of this
     Agreement (subject to reapproval by the Company's stockholders when
     required to qualify the annual incentive compensation plan described in
     this section as "performance-based" compensation under Internal Revenue
     Code Section 162(m)).

          (A)  Formula for Determining.  In addition to his Base Salary, the 
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     Company shall pay to the Executive as incentive compensation ("Incentive
     Compensation"), in respect of each fiscal year of the Company or portion
     thereof included within the Employment Period, a cash bonus determined as
     follows:

               (1)  The Compensation Committee of the Board of Directors, in
     consultation with the Executive, shall establish annually, and shall
     communicate to the Executive prior to the beginning of each fiscal year of
     the Company, one or more corporate goals.  Each corporate goal shall (x)
     relate to the Company's financial or operational performance, (y) be
     measured by any method or combination of methods deemed by the Compensation
     Committee to be fair and equitable and (z) have assigned to it a numerical
     percentage which, when added together, total an aggregate of 50% (the
     "Incentive Percentage").

               (2)  The Executive shall be entitled to receive Incentive
     Compensation equal to the product obtained by multiplying the amount of
     Base Salary earned during the relevant fiscal year by the sum of
     percentages assigned to the corporate goal(s) achieved during such fiscal
     year.  The Executive shall also be entitled to earn Incentive Compensation
     (without duplication) in a lesser or greater amount than the Incentive
     Percentage as follows: (i) if 80% of the performance required to achieve
     any corporate goal is achieved, then 50% of the percentage assigned to such
     goal shall be used in performing the calculation under the immediately
     preceding sentence; (ii) for each additional 1% of actual performance
     achieved between 80% and 100% of the performance required to
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     achieve any corporate goal, there shall be added to 50% an additional 2.50%
     to arrive at the percentage assigned to the goal in performing the
     calculation under the immediately preceding sentence; and (iii) if greater
     than 100% of the performance required to achieve any corporate goal is
     achieved, then for each 1% of actual performance over 100% of the
     performance required to achieve such goal the percentage assigned to such
     goal shall be increased by 2.50% to arrive at the percentage assigned to
     the goal in performing the calculation under the immediately preceding
     sentence; provided, however, that the maximum percentage assigned to any
     corporate goal in performing the calculation under the immediately
     preceding sentence shall not exceed 200% of the percentage initially
     assigned to such goal and the total Incentive Compensation payable in any
     year shall not exceed 100% of Base Salary.  Notwithstanding the foregoing,
     the Compensation Committee in its sole discretion may increase Incentive
     Compensation if the effect of the foregoing "proviso" is to place a
     limitation on the amount payable in respect of any corporate goal.  The
     corporate goal(s) shall be established so that the Executive will have a
     reasonable opportunity, through diligent performance of his duties, to earn
     Incentive Compensation.

               (3)  Incentive Compensation for any fiscal year shall not exceed
     $1,250,000 regardless of the amount of Base Salary or the results of the
     calculations described above.

          (B)  Time of Payment; Proration.  The amount of Incentive Compensation
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     earned hereunder shall be determined by the Compensation Committee as soon
     as reasonably practicable following the end of each fiscal year of the
     Company and shall be paid promptly thereafter to the Executive.  When
     computing the amount of Incentive Compensation payable for periods of
     employment of less than one full fiscal year, the percentages established
     pursuant to Section 2.02 (A)(2) shall be applied to the actual amount of
     Base Salary earned during the relevant period.

     2.  Capitalized terms herein shall have the meanings ascribed to them in
the Agreement.  Except as amended hereby, the remaining provisions of the
Agreement, as amended to date, shall remain in full force and effect.

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     IN WITNESS THEREOF, the Executive and the undersigned duly authorized
officer of the Company have executed and delivered this Modification and
Restatement of Amendment No. 5 to the Employment Agreement Dated as of April 20,
1998 between Denis R. Brown and Pinkerton's, Inc., as of December 18, 1997.

                                  PINKERTON'S, INC.

                                  BY: /s/  C. Michael Carter
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                                      C. Michael Carter
                                      Executive Vice President, General
                                      Counsel and Corporate Secretary



                                  Denis R. Brown

                                  /S/ Denis R. Brown
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