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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.20549

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FORM10-K/A(Amendment No.1)

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    ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHESECURITIES EXCHANGE ACT OF1934

FOR THE FISCAL YEAR ENDEDDECEMBER  31,2005OR

    TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHESECURITIES EXCHANGE ACT OF 1934COMMISSION FILE NUMBER:333-119127

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ALLIEDSECURITY HOLDINGS LLC(Exact name ofregistrant as specified in itscharter)

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|                                                             |  |                                    |  |  |  |  |
|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                    |  | 20-1379003                         |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                             |

3606 Horizon DriveKing of Prussia, PA19406(Address of principal executiveoffices)

Registrant's telephone number, includingarea code: (610) 239-1100

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Securitiesregistered pursuant to Section 12(b) of the Act: NoneSecuritiesregistered pursuant to Section 12(g) of the Act: None

Indicateby check mark whether the registrant is a well-known seasoned issuer asdefined by Rule 405 of the Securities Act of 1933.Yes       No   

Indicate by check markif the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.Yes       No   

Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes       No   

Indicate by check markif disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best ofthe registrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. 

Indicate by check markwhether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer       Acceleratedfiler       Non-accelerated filer   

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2). Yes       No   

The aggregate market value of the registrant's common equityheld by non-affiliates is not applicable as there is no public markettherefore.

As of December  31,  2005, there were1,092,686 Class A, Class B and Class C units issued andoutstanding.

DOCUMENTS INCORPORATED BYREFERENCE

None.

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EXPLANATORYNOTE

Allied Security Holdings LLC (the‘‘Company’’) is filing this Amendment No. 1on Form 10-K/A to the Company's Annual Report on Form 10-K forthe fiscal year ended December  31,  2005, which was filedwith the Securities and Exchange Commission on March  31,2006 (the ‘‘Original Filing’’) for thepurpose of correcting a typographical error on page F-2 of the OriginalFiling, in Part IV, Report of Independent Registered Public AccountingFirm (the ‘‘Report’’), which caused theomission from the third line of the third paragraph of the Report, of areference to the year ended December  31, 2005.

Pursuantto Rule 12b-15 under the Securities Exchange Act of 1934, as amended,the complete text of the Report of Independent Registered PublicAccounting Firm, set forth in Part IV, as amended, is set forth below.The remainder of the Original Filing is unchanged and is not reproducedin this Amendment No. 1. This Amendment No. 1 speaks as of the filingdate of the Original Filing and reflects only the change discussedabove. No other information included in the Original Filing, includingthe Company's financial statements and the footnotes thereto, hasbeen modified or updated in any way. This Amendment No. 1 does notreflect events occurring after the date of the Original Filing.

The following items have been amended as a result of the correctiondescribed above:

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|--|--------------|------------------------------------------------------------------------|
|  | •  | Part IV— Report of Independent Registered Public AccountingFirm. |

2

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PARTIV

|                |                                            |
|----------------|--------------------------------------------|
| Item 15.  | Exhibits and FinancialStatement Schedules. |

(a) 1.    ConsolidatedFinancial Statements of Allied Security Holdings LLC

Seeindex on Page F-1

2.          FinancialStatement Schedule

Schedule II — Valuation andQualifying Accounts   F-24

All otherschedules called for under Regulation S-X are not submitted becausethey are not applicable, not required, or because the requiredinformation is not material or is included in the financial statementsor notes thereto.

3.    List of Exhibits

|            |  |                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description ofExhibit                                                                                                                                                                                                                                                                                                                                                                 |
| 2.1        |  | Agreementand Plan of Merger, dated as of May  12,  2004, by andamong SpectaGuard Acquisition LLC, BPS LLC, Barton Protective ServicesIncorporated and the Shareholders  (as defined in the Agreementand Plan of Merger) (incorporated herein by reference to Exhibit 2.1 toAllied Security Holdings LLC's Registration Statement on Form S-4filed on September  20,2004) *            |
| 2.2        |  | Amendment No. 1 to theAgreement and Plan of Merger, dated as of May  21,  2004(incorporated herein by reference to Exhibit 2.2 to Allied SecurityHoldings LLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                                                                      |
| 2.3        |  | AmendmentNo. 2 to the Agreement and Plan of Merger, dated as of May27,  2004 (incorporated herein by reference to Exhibit 2.3 toAllied Security Holdings LLC's Registration Statement on Form S-4filed on September  20,2004)*                                                                                                                                                        |
| 2.4        |  | Amendment No. 3 to the Agreementand Plan of Merger, dated as of June  7,  2004(incorporated herein by reference to Exhibit 2.4 to Allied SecurityHoldings LLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                                                                      |
| 3.1        |  | Certificateof Formation of Allied Security Holdings LLC, dated as of July16,  2004 (incorporated herein by reference to Exhibit 3.1 toAllied Security Holdings LLC's Registration Statement on Form S-4filed on September  20,2004)*                                                                                                                                                  |
| 3.2        |  | Operating Agreement of AlliedSecurity Holdings LLC, dated as of August  2,  2004(incorporated herein by reference to Exhibit 3.2 to Allied SecurityHoldings LLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                                                                    |
| 4.1        |  | Indenture,dated as of July  14,  2004, by and between Allied SecurityEscrow Corp. and The Bank of New York, as Trustee, relating to the11.375% Senior Subordinated Notes due 2011 (incorporated hereinby reference to Exhibit 4.1 to Allied Security Holdings LLC'sRegistration Statement on Form S-4 filed on September  20,2004)*                                                   |
| 4.2        |  | Form of 11.375% SeniorSubordinated Note due 2011 (incorporated herein by reference to Exhibit4.1 to Allied Security Holdings LLC's Registration Statement onForm S-4 filed on September  20,2004)*                                                                                                                                                                                    |
| 4.3        |  | First Supplemental Indenture,dated as of August  2,  2004, by and among Allied SecurityHoldings LLC, Allied Security Finance Corp. and The Bank of New York,as Trustee, relating to the 11.375% Senior Subordinated Notesdue 2011 (incorporated herein by reference to Exhibit 4.3 to AlliedSecurity Holdings LLC's Registration Statement on Form S-4 filedon September  20, 2004) * |
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |  |
|------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNo. |  | Description ofExhibit                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.4        |  | Second SupplementalIndenture, dated as of August  2,  2004, by and amongAllied Security Holdings LLC, Allied Security Finance Corp., theGuarantors party thereto and The Bank of New York, as Trustee, relatingto the 11.375% Senior Subordinated Notes due 2011 (incorporatedherein by reference to Exhibit 4.4 to Allied Security HoldingsLLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)* |
| 4.5        |  | RegistrationRights Agreement, dated as of July  14,  2004, by andbetween Allied Security Escrow Corp. and Bear, Stearns & Co. Inc.(incorporated herein by reference to Exhibit 4.5 to Allied SecurityHoldings LLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                                           |
| 4.6        |  | AssumptionAgreement, dated as of August  2,  2004, by and amongAllied Security Holdings LLC, Allied Security Finance Corp. and theGuarantors party thereto (incorporated herein by reference to Exhibit4.6 to Allied Security Holdings LLC's Registration Statement onForm S-4 filed on September  20,2004)*                                                                                                       |
| 10.1       |  | Credit Agreement, dated as ofAugust  2,  2004, by and among Allied Security HoldingsLLC, Bear Stearns Corporate Lending Inc., as Administrative Agent, andthe other Lenders (as defined in the Credit Agreement) party thereto(incorporated herein by reference to Exhibit 10.1 to Allied SecurityHoldings LLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                  |
| 10.2       |  | AmendmentNo. 1 to the Credit Agreement, dated as of May  10,  2005(incorporated herein by reference to Exhibit 10.1 to Allied SecurityHoldings LLC's Form 8-K filed on May  11,2005)*                                                                                                                                                                                                                              |
| 10.3       |  | Guarantee and CollateralAgreement, dated as of August  2,  2004, by Allied SecurityHoldings LLC and certain of its subsidiaries in favor of Bear StearnsCorporate Lending Inc., as Administrative Agent (incorporated herein byreference to Exhibit 10.2 to Allied Security Holdings LLC'sRegistration Statement on Form S-4 filed on September  20,2004)*                                                         |
| 10.4       |  | Second Amended and RestatedManagement Agreement, dated as of August  2,  2004, by andbetween SpectaGuard Holding Corporation and SpectaGuard Acquisition LLC(incorporated herein by reference to Exhibit 10.3 to Allied SecurityHoldings LLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                    |
| 10.5       |  | Amended andRestated Employment Agreement, dated as of August  2,2004, by and among SpectaGuard Holding Corporation, SpectaGuardAcquisition LLC and Albert J. Berger (incorporated herein by referenceto Exhibit 10.4 to Allied Security Holdings LLC's RegistrationStatement on Form S-4 filed on September  20,2004)*                                                                                             |
| 10.6       |  | First Amendment to Amended andRestated Employment Agreement, dated as of February  17,2006, by and among SpectaGuard Holding Corporation, SpectaGuardAcquisition LLC and Albert J. Berger (incorporated herein by referenceto Exhibit 10.1 to Allied Security Holdings LLC's Form 8-K filedon February  22, 2006)*                                                                                                 |
| 10.7       |  | Amendedand Restated Employment Agreement, dated as of August  2,2004, by and among SpectaGuard Holding Corporation, SpectaGuardAcquisition LLC and William C. Whitmore, Jr. (incorporated herein byreference to Exhibit 10.5 to Allied Security Holdings LLC'sRegistration Statement on Form S-4 filed on September  20,2004)*                                                                                     |
| 10.8       |  | Form of SpectaGuard HoldingCorporation Employment Agreement for Senior Management (incorporatedherein by reference to Exhibit 10.6 to Allied Security HoldingsLLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                                                                                               |
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |
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| ExhibitNo. |  | Description ofExhibit                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9       |  | Amended and RestatedRestricted Class C Unit Award Agreement, dated as of August2,  2004, by and between Allied Security Holdings LLC and AlbertJ. Berger (incorporated herein by reference to Exhibit 10.7 to AlliedSecurity Holdings LLC's Registration Statement on Form S-4 filedon September  20, 2004)*                                                                                                                                 |
| 10.10      |  | Amendedand Restated Restricted Class C Unit Award Agreement, dated as ofAugust  2,  2004, by and between Allied Security HoldingsLLC and William C. Whitmore, Jr. (incorporated herein by reference toExhibit 10.8 to Allied Security Holdings LLC's RegistrationStatement on Form S-4 filed on September  20,2004)*                                                                                                                         |
| 10.11      |  | Form of Allied SecurityHoldings LLC Amended and Restated Restricted Class C Unit AwardAgreement for Senior Management (incorporated herein by reference toExhibit 10.9 to Allied Security Holdings LLC's RegistrationStatement on Form S-4 filed on September  20,2004)*                                                                                                                                                                     |
| 10.12      |  | Amended and RestatedSpectaGuard Holding Corporation Special Payment Plan (incorporatedherein by reference to Exhibit 10.10 to Allied Security HoldingsLLC's Registration Statement on Form S-4 filed onSeptember  20, 2004)*                                                                                                                                                                                                                 |
| 10.13      |  | IndemnityEscrow Agreement, dated as of August  2,  2004, by andamong SpectaGuard Acquisition LLC, certain shareholders of BartonProtective Services Incorporated, Charles Barton Rice, Sr., asShareholders’ Representative, and The Bank of New York TrustCompany, as Escrow Agent (incorporated herein by reference to Exhibit10.11 to Allied Security Holdings LLC's Registration Statement onForm S-4 filed on September  20,2004)* |
| 10.14      |  | Summary of CompensationArrangements (incorporated herein by reference to Exhibit 10.1 toAllied Security Holdings LLC's Form 10-Q filed on May  13,2005)*                                                                                                                                                                                                                                                                                     |
| 21.1       |  | Subsidiaries of Allied SecurityHoldings LLC (filedherewith)                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.1       |  | Certification of ChiefExecutive Officer of Allied Security Holdings LLC pursuant to Rule13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (filedherewith)                                                                                                                                                                                                                                                                           |
| 31.2       |  | Certification of ChiefFinancial Officer of Allied Security Holdings LLC pursuant to Rule13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (filedherewith)                                                                                                                                                                                                                                                                           |
| 32.1       |  | Certifications of ChiefExecutive Officer and Chief Financial Officer of Allied SecurityHoldings LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 (furnishedherewith)                                                                                                                                                                                                              |
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| * | Previouslyfiled. |

5

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SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized on this 17th dayof May, 2006.

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|--------|--|-----------------------------|--|-----------------------------------------------------------------------|--|--|--|--|--|--|
|   |  | AlliedSecurity Holdings LLC |
|   |  | By:                         |  | /s/William c. Whitmore, Jr.                                           |
|   |  |                        |  | WilliamC. Whitmore, Jr.Chairman, President and Chief ExecutiveOfficer |
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Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacitiesand on the dates indicated:

|                              |  |                                                                                       |  |              |
|------------------------------|--|---------------------------------------------------------------------------------------|--|--------------|
| Signature                    |  | Title                                                                                 |  | Date         |
|                              |
| /s/ William C. Whitmore, Jr. |  | Chairman, President, Chief ExecutiveOfficer and Manager (Principal Executive Officer) |  | May 17,2006  |
|                              |
| William C.Whitmore, Jr.      |
|                              |
| /s/ William A.Torzolini      |  | SeniorVice President and Chief Financial Officer (Principal FinancialOfficer)         |  | May 17, 2006 |
|                              |
| William A. Torzolini         |
|                              |
| /s/ FrankJ. Conforti         |  | Directorof Accounting (Principal Accounting Officer)                                  |  | May 17,2006  |
|                              |
| Frank J. Conforti            |
|                              |
| /s/ Albert J.Berger          |  | Manager                                                                               |  | May 17, 2006 |
|                              |
| Albert J.Berger              |
|                              |
| /s/ Ronald O. Perelman       |  | Manager                                                                               |  | May 17,2006  |
|                              |
| Ronald O.Perelman            |
|                              |
| /s/ Floyd I. Clarke          |  | Manager                                                                               |  | May 17,2006  |
|                              |
| FloydI. Clarke               |
|                              |
| /s/ Donald G.Drapkin         |  | Manager                                                                               |  | May 17,2006  |
|                              |
| Donald G.Drapkin             |
|                              |
| /s/ Todd J. Slotkin          |  | Manager                                                                               |  | May 17,2006  |
|                              |
| ToddJ. Slotkin               |
|                              |
| /s/ John M. Keane            |  | Manager                                                                               |  | May 17, 2006 |
|                              |
| John M.Keane                 |
|                              |
| /s/ Michael J. Regan         |  | Manager                                                                               |  | May 17, 2006 |
|                              |
| Michael J.Regan              |
|                              |
| /s/ John A. Fry              |  | Manager                                                                               |  | May 17, 2006 |
|                              |
| John A.Fry                   |
|                              |
| /s/ Ray Wirta                |  | Manager                                                                               |  | May 17,2006  |
|                              |
| RayWirta                     |
|                              |

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INDEXTO FINANCIAL STATEMENTSALLIED SECURITY HOLDINGS, LLC

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|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------|--|--|--|--|
|                                                                                                                                                                                                                                                 |  | PAGE            |
| Reportof Independent Registered Public AccountingFirm                                                                                                                                                                                                |  | F-2   |
| ConsolidatedBalance Sheets as of December  31,  2005 andDecember  31,  2004                                                                                                                                                                          |  | F-3   |
| Consolidated Statement ofOperations for the Years Ended December  31,  2005, andDecember  31,  2004 for the Period from February19,  2003 to December  31,  2003, and for the Periodfrom January  1,  2003 to February  18,2003                      |  | F-4   |
| Consolidated Statement ofChanges in Members’ Equity for the Period from February 19, 2003through December 31, 2003 and for the Years Ended December31,  2005, and December  31,2004                                                            |  | F-5   |
| Consolidated Statement ofChanges in Members’ Equity for the Period from January1,  2003 through February  18,2003                                                                                                                              |  | F-6   |
| Consolidated Statement ofCash Flows for the Years Ended December  31,  2005,December  31,  2004 for the Period from February19,  2003 to December  31,  2003, and for the Periodfrom January  1,  2003 to February  18,  2003                        |  | F-7   |
| Notes to Consolidated FinancialStatements                                                                                                                                                                                                            |  | F-8   |
| Schedule II —Valuation and Qualifying Accounts for the Years Ended December 31,2005, and December 31, 2004 and for the Period from January1,  2003 through February 18, 2003 and for the Period fromFebruary 19, 2003 through December 31,2003 |  | F-24            |
|                                                                                                                                                                                                                                                      |

F-1

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Managers Allied Security Holdings LLC

We have audited the accompanying consolidated balance sheetsof Allied Security Holdings LLC as of December  31,  2005and 2004 and the related consolidated statements of operations, changesin members' equity, and cash flows for the years endedDecember  31,  2005 and 2004, for the period fromFebruary  19,  2003 to December  31,  2003, andfor the period from January  1,  2003 to February18,  2003 (predecessor). Our audits also included the financialstatement schedule listed in the Index to Financial Statements. Thesefinancial statements and schedule are the responsibility of theCompany's management. Our responsibility is to express an opinionon these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. We were not engaged to perform an audit of theCompany's internal control over financial reporting. Our auditincluded consideration of internal control over financial reporting asa basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company's internal control over financialreporting. Accordingly, we express no such opinion. An audit alsoincludes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, andevaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to abovepresent fairly, in all material respects, the consolidated financialposition of Allied Security Holdings LLC at December  31,2005 and 2004, and the consolidated results of its operations and itscash flows for the years ended December  31,  2005 and2004, for the period from February  19,  2003 toDecember  31,  2003, and for the period from January1,  2003 to February  18,  2003 (predecessor), inconformity with U.S. generally accepted accounting principles. Also, inour opinion, the related financial statement schedule, when consideredin relation to the basic financial statements taken as a whole,presents fairly in all material respects the information set forththerein.

|  | /s/ Ernst & YoungLLP |
|--|--------------------------|

Philadelphia, PennsylvaniaFebruary27,  2006

F-2

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AlliedSecurity Holdings LLCConsolidated Balance Sheets(Dollarsin thousands, except unit data)

|                                                                                                                                                |  |                 |         |                  |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------|---------|------------------|--|--------|---------|---------|--|--|
|                                                                                                                                           |  | December31,2005 |         | December 31,2004 |
| Assets                                                                                                                                         |  |            |    |             |  |   |    |    |
| Currentassets:                                                                                                                                 |  |            |    |             |  |   |    |    |
| Cash and cashequivalents                                                                                                                       |  | $               | 10,710  |             |  | $      | 11,008  |    |
| Restrictedcash                                                                                                                                 |  |            | 10,402  |             |  |   | 7,951   |    |
| Accountsreceivable, net of allowance for doubtful accounts of $1,877 and$1,393                                                                 |  |            | 135,461 |             |  |   | 129,729 |    |
| Other                                                                                                                                          |  |            | 8,454   |             |  |   | 11,003  |    |
| Totalcurrentassets                                                                                                                             |  |            | 165,027 |             |  |   | 159,691 |    |
| Property andequipment,net                                                                                                                      |  |            | 23,013  |             |  |   | 20,838  |    |
| Goodwill                                                                                                                                       |  |            | 345,567 |             |  |   | 347,766 |    |
| Otherintangible assets,net                                                                                                                     |  |            | 78,366  |             |  |   | 99,683  |    |
| Deferred financingfees, net                                                                                                                    |  |            | 11,406  |             |  |   | 12,897  |    |
| Otherassets                                                                                                                                    |  |            | 394     |             |  |   | 489     |    |
| Totalassets                                                                                                                                    |  | $               | 623,773 |             |  | $      | 641,364 |    |
| Liabilitiesand members'equity                                                                                                                  |  |            |    |             |  |   |    |    |
| Currentliabilities:                                                                                                                            |  |            |    |             |  |   |    |    |
| Currentmaturities of long-termdebt                                                                                                             |  | $               | 5,668   |             |  | $      | 16,000  |    |
| Insurancepremiumfinancing                                                                                                                      |  |            | 5,869   |             |  |   | 6,246   |    |
| Accountspayable                                                                                                                                |  |            | 8,423   |             |  |   | 4,046   |    |
| Accruedexpenses                                                                                                                                |  |            | 20,177  |             |  |   | 26,353  |    |
| Interestpayable                                                                                                                                |  |            | 9,433   |             |  |   | 9,438   |    |
| Accruedclaimsreserves                                                                                                                          |  |            | 26,125  |             |  |   | 25,511  |    |
| Accruedpayroll and related payrolltaxes                                                                                                        |  |            | 41,600  |             |  |   | 40,227  |    |
| Accruedterminationcosts                                                                                                                        |  |            | 1,580   |             |  |   | 6,110   |    |
| Advancepayments                                                                                                                                |  |            | 14,536  |             |  |   | 13,460  |    |
| Due toaffiliates                                                                                                                               |  |            | 10,217  |             |  |   | — |    |
| Totalcurrentliabilities                                                                                                                        |  |            | 143,628 |             |  |   | 147,391 |    |
| Seniorterm loan                                                                                                                                |  |            | 187,582 |             |  |   | 190,000 |    |
| Seniorsubordinatednotes                                                                                                                        |  |            | 178,187 |             |  |   | 177,966 |    |
| Due toaffiliates                                                                                                                               |  |            | 4,865   |             |  |   | 13,323  |    |
| Otherlong-termliabilities                                                                                                                      |  |            | 1,624   |             |  |   | 1,473   |    |
| Class Aunits subject to put rights: 22,317 units authorized, issued andoutstanding                                                             |  |            | 5,819   |             |  |   | 2,710   |    |
| Class Bunits subject to put rights: 46,097 units authorized, issued andoutstanding                                                             |  |            | 2,430   |             |  |   | — |    |
| Members'equity:                                                                                                                                |  |            |    |             |  |   |    |    |
| Units:                                                                                                                                         |  |            |    |             |  |   |    |    |
| ClassA, 9,500,000 units authorized, 868,668 units issued andoutstanding                                                                        |  |            | 131,618 |             |  |   | 131,618 |    |
| ClassB, 200,000 units authorized, 31,530 and 77,627 units issued andoutstanding as of December  31,  2005 and December31, 2004,respectively    |  |            | 20      |             |  |   | 50      |    |
| Class C,300,000 units authorized, 124,074 and 122,750 units issued andoutstanding as of December  31,  2005 and December31,  2004,respectively |  |            | 56      |             |  |   | 44      |    |
| Additionalpaid-incapital                                                                                                                       |  |            | — |             |  |   | 393     |    |
| Accumulateddeficit                                                                                                                             |  |            | (32,011 | )           |  |   | (23,641 | )  |
| Accumulatedother comprehensive income(loss)                                                                                                    |  |            | (45     | )           |  |   | 37      |    |
| Totalmembers'equity                                                                                                                            |  |            | 99,638  |             |  |   | 108,501 |    |
| Totalliabilities and members'equity                                                                                                            |  | $               | 623,773 |             |  | $      | 641,364 |    |
|                                                                                                                                                |

SeeAccompanying Notes

F-3

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Allied Security HoldingsLLCConsolidated Statements of Operations(Dollars inthousands)

|                                       |  |                           |           |                           |  |                                               |         |                                                            |  |        |         |        |  |        |         |         |  |  |
|---------------------------------------|--|---------------------------|-----------|---------------------------|--|-----------------------------------------------|---------|------------------------------------------------------------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                  |  | YearendedDecember 31,2005 |           | Year endedDecember31,2004 |  | Period fromFebruary 19throughDecember 31,2003 |         | (Predecessor) Period fromJanuary 1 through February18,2003 |
| Revenues                              |  | $                         | 1,124,549 |                      |  | $                                             | 873,401 |                                                       |  | $      | 483,725 |   |  | $      | 70,419  |    |
| Costofrevenues                        |  |                      | 957,497   |                      |  |                                          | 736,775 |                                                       |  |   | 402,509 |   |  |   | 59,568  |    |
|                                  |  |                      | 167,052   |                      |  |                                          | 136,626 |                                                       |  |   | 81,216  |   |  |   | 10,851  |    |
| Branchand corporate overheadexpenses  |  |                      | 93,100    |                      |  |                                          | 83,588  |                                                       |  |   | 48,014  |   |  |   | 11,119  |    |
| Depreciationandamortization           |  |                      | 35,365    |                      |  |                                          | 26,301  |                                                       |  |   | 15,587  |   |  |   | 1,447   |    |
| Losson early extinguishment ofdebt    |  |                      | —   |                      |  |                                          | 18,742  |                                                       |  |   | — |   |  |   | 3,291   |    |
| Operatingincome(loss)                 |  |                      | 38,587    |                      |  |                                          | 7,995   |                                                       |  |   | 17,615  |   |  |   | (5,006  | )  |
| Interestexpense,net                   |  |                      | 40,341    |                      |  |                                          | 31,385  |                                                       |  |   | 15,581  |   |  |   | 6,190   |    |
| Income(loss) before income taxbenefit |  |                      | (1,754    | )                    |  |                                          | (23,390 | )                                                     |  |   | 2,034   |   |  |   | (11,196 | )  |
| Incometaxbenefit                      |  |                      | —   |                      |  |                                          | — |                                                       |  |   | — |   |  |   | (1,421  | )  |
| Netincome(loss)                       |  | $                         | (1,754    | )                    |  | $                                             | (23,390 | )                                                     |  | $      | 2,034   |   |  | $      | (9,775  | )  |
|                                       |

SeeAccompanying Notes

F-4

----

AlliedSecurity Holdings LLCConsolidated Statement of Changes inMembers’ EquityPeriod from February 19, 2003 throughDecember 31, 2003 andYears ended December  31,  2005and December  31,  2004(Dollars in thousands,except unitdata)

|                                                       |  |          |         |                |  |        |         |                         |  |                    |         |                                     |  |                           |         |         |  |        |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------|--|----------|---------|----------------|--|--------|---------|-------------------------|--|--------------------|---------|-------------------------------------|--|---------------------------|---------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                  |  | ClassA   |         | Class B        |  | ClassC |         | AdditionalPaidinCapital |  | AccumulatedDeficit |         | AccumulatedOtherComprehensiveIncome |  | TotalMembers’Equity |
| NumberofUnits                                         |  | Amount   |         | Number ofUnits |  | Amount |         | Number ofUnits          |  | Amount             |
| Vested                                                |  | Unvested |
| Balanceat February  19, 2003(a)                       |  |     | 739,733 |           |  | $      | 112,984 |                    |  |               | 77,627  |                                |  | $                         | 50      |    |  |   | — |   |  |   | 110,000 |    |  | $      | 37      |    |  | $      | 497     |    |  | $      | — |    |  | $      | — |    |  | $      | 113,568 |    |
| Membercontributions                                   |  |     | 115,156 |           |  |   | 16,990  |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | 7,500   |    |  |   | 2       |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 16,992  |    |
| Returnofcapital                                       |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | (104    | )  |  |   | — |    |  |   | — |    |  |   | (104    | )  |
| Netincome                                             |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 2,034   |    |  |   | — |    |  |   | 2,034   |    |
| Memberdistributions declared                          |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (2,285  | )  |  |   | — |    |  |   | (2,285  | )  |
| ClassCvesting                                         |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | 26,166  |   |  |   | (26,166 | )  |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Balanceat December  31, 2003                          |  |     | 854,889 |           |  | $      | 129,974 |                    |  |               | 77,627  |                                |  | $                         | 50      |    |  |   | 26,166  |   |  |   | 91,334  |    |  | $      | 39      |    |  | $      | 393     |    |  | $      | (251    | )  |  | $      | — |    |  | $      | 130,205 |    |
| Returnofcapital                                       |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | (9,750  | )  |  |   | (5      | )  |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (5      | )  |
| Net(loss)                                             |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (23,390 | )  |  |   | — |    |  |   | (23,390 | )  |
| Currencytranslationadjustment                         |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 37      |    |  |   | 37      |    |
| Membercontributions                                   |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | 15,000  |    |  |   | 10      |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 10      |    |
| ClassCVesting                                         |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | 29,466  |   |  |   | (29,466 | )  |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Reclassificationof Class A Units subject to putrights |  |     | 13,779  |           |  |   | 1,644   |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 1,644   |    |
| Balanceat December  31, 2004                          |  |     | 868,668 |           |  | $      | 131,618 |                    |  |               | 77,627  |                                |  | $                         | 50      |    |  |   | 55,632  |   |  |   | 67,118  |    |  | $      | 44      |    |  | $      | 393     |    |  | $      | (23,641 | )  |  | $      | 37      |    |  | $      | 108,501 |    |
| Canceled                                              |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | (16,176 | )  |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Net(loss)                                             |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (1,754  | )  |  |   | — |    |  |   | (1,754  | )  |
| Currencytranslationadjustment                         |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (82     | )  |  |   | (82     | )  |
| Membercontributions                                   |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | 17,500  |    |  |   | 12      |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 12      |    |
| MemberTaxdistributions                                |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (1,500  | )  |  |   | — |    |  |   | (1,500  | )  |
| ClassCVesting                                         |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | 16,176  |   |  |   | (16,176 | )  |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Reclassificationof Class A Units subject to putrights |  |     | — |           |  |   | — |                    |  |               | — |                                |  |                      | — |    |  |   | — |   |  |   | — |    |  |   | — |    |  |   | (393    | )  |  |   | (2,716  | )  |  |   | — |    |  |   | (3,109  | )  |
| Reclassificationof Class B Units subject to putrights |  |     | — |           |  |   | — |                    |  |               | (46,097 | )                              |  |                      | (30     | )  |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | (2,400  | )  |  |   | — |    |  |   | (2,430  | )  |
| Balanceat December  31, 2005                          |  |     | 868,668 |           |  | $      | 131,618 |                    |  |               | 31,530  |                                |  | $                         | 20      |    |  |   | 71,808  |   |  |   | 52,266  |    |  | $      | 56      |    |  | $      | — |    |  | $      | (32,011 | )  |  | $      | (45     | )  |  | $      | 99,638  |    |
|                                                       |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Beginningbalance at February  19,  2003 reflects certain adjustmentsrecorded as a result of a change in ownership related to the Mafcoacquisition (See Note 1.) |

See AccompanyingNotes

F-5

----

Allied Security Holdings LLC(Predecessor)Consolidated Statements of Changes in Members’EquityPeriod from January  1,  2003 throughFebruary  18,  2003(Dollars in thousands, exceptsharedata)

|                                               |  |                          |         |                 |  |                          |         |                      |  |                                           |            |                    |  |                           |         |        |  |        |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------|--|--------------------------|---------|-----------------|--|--------------------------|---------|----------------------|--|-------------------------------------------|------------|--------------------|--|---------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                          |  | SeriesB Preferred Shares |         | CommonShares    |  | AdditionalPaid-inCapital |         | UnearnedCompensation |  | AccumulatedOtherComprehensive(Loss)Income |            | AccumulatedDeficit |  | TotalMembers’Equity |
| Number ofShares                               |  | Amount                   |         | Number ofShares |  | Amount                   |
| Balance at December31,2002                    |  |                     | 46,967  |            |  | $                        | 68,131  |                 |  |                                      | 37,854,662 |               |  | $                         | 5,594   |   |  | $      | 1,349   |   |  | $      | (43     | )  |  | $      | (4,712  | )  |  | $      | (44,297 | )  |  | $      | 26,022  |    |
| StockIssuances,net                            |  |                     | — |            |  |                     | — |                 |  |                                      | —    |               |  |                      | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Accretionofpreferred stock to redemptionvalue |  |                     | — |            |  |                     | 1,306   |                 |  |                                      | —    |               |  |                      | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | (1,359  | )  |  |   | (53     | )  |
| Amortizationof unearnedcompensation           |  |                     | — |            |  |                     | — |                 |  |                                      | —    |               |  |                      | — |   |  |   | — |   |  |   | 2       |    |  |   | — |    |  |   | — |    |  |   | 2       |    |
| Decreasein fair value of hedgeinstrument      |  |                     | — |            |  |                     | — |                 |  |                                      | —    |               |  |                      | — |   |  |   | — |   |  |   | — |    |  |   | (352    | )  |  |   | — |    |  |   | (352    | )  |
| Realizationof loss on hedgeinstrument         |  |                     | — |            |  |                     | — |                 |  |                                      | —    |               |  |                      | — |   |  |   | — |   |  |   | — |    |  |   | 5,064   |    |  |   | — |    |  |   | 5,064   |    |
| Netloss                                       |  |                     | — |            |  |                     | — |                 |  |                                      | —    |               |  |                      | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | (9,775  | )  |  |   | (9,775  | )  |
| Balanceat February  18,2003                   |  |                     | 46,967  |            |  | $                        | 69,437  |                 |  |                                      | 37,854,662 |               |  | $                         | 5,594   |   |  | $      | 1,349   |   |  | $      | (41     | )  |  | $      | — |    |  | $      | (55,431 | )  |  | $      | 20,908  |    |
|                                               |

SeeAccompanying Notes

F-6

----

Allied Security HoldingsLLCConsolidated Statement of Cash Flows(Dollars inthousands)

|                                                                                        |  |                           |         |                           |  |                                                       |          |                                                                 |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------|--|---------------------------|---------|---------------------------|--|-------------------------------------------------------|----------|-----------------------------------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                   |  | YearendedDecember 31,2005 |         | Year endedDecember31,2004 |  | Period fromFebruary 19, 2003through December 31, 2003 |          | (Predecessor) PeriodfromJanuary 1, 2003through February 18,2003 |
| Cashflows from operatingactivities                                                     |  |                      |    |                      |  |                                                  |     |                                                            |  |   |    |    |  |   |    |    |
| Netincome(loss)                                                                        |  | $                         | (1,754  | )                    |  | $                                                     | (23,390  | )                                                          |  | $      | 2,034   |    |  | $      | (9,775  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by operatingactivities: |  |                      |    |                      |  |                                                  |     |                                                            |  |   |    |    |  |   |    |    |
| Depreciationandamortization                                                            |  |                      | 35,365  |                      |  |                                                  | 26,301   |                                                            |  |   | 15,587  |    |  |   | 1,447   |    |
| Deferredincome taxbenefit                                                              |  |                      | — |                      |  |                                                  | —  |                                                            |  |   | — |    |  |   | (461    | )  |
| Losson early extinguishment ofdebt                                                     |  |                      | — |                      |  |                                                  | 18,742   |                                                            |  |   | — |    |  |   | 3,291   |    |
| Non-cashinterestexpense                                                                |  |                      | 4,137   |                      |  |                                                  | 4,812    |                                                            |  |   | 2,806   |    |  |   | 5,112   |    |
| Changesin assets and liabilities (net of impact of acquiredbusinesses):                |  |                      |    |                      |  |                                                  |     |                                                            |  |   |    |    |  |   |    |    |
| Accountsreceivable,net                                                                 |  |                      | (5,732  | )                    |  |                                                  | (11,514  | )                                                          |  |   | (1,389  | )  |  |   | 560     |    |
| Othercurrent assets and liabilities,net                                                |  |                      | 1,236   |                      |  |                                                  | (5,793   | )                                                          |  |   | 3,686   |    |  |   | (3,511  | )  |
| Accountspayable and accruedexpenses                                                    |  |                      | (2,565  | )                    |  |                                                  | 10,468   |                                                            |  |   | (6,326  | )  |  |   | 3,924   |    |
| Advancepayments                                                                        |  |                      | 1,076   |                      |  |                                                  | 4,783    |                                                            |  |   | 5,392   |    |  |   | — |    |
| Non-competepayments                                                                    |  |                      | (400    | )                    |  |                                                  | (400     | )                                                          |  |   | — |    |  |   | — |    |
| Other                                                                                  |  |                      | 44      |                      |  |                                                  | —  |                                                            |  |   | — |    |  |   | — |    |
| Netcash provided by operatingactivities                                                |  |                      | 31,407  |                      |  |                                                  | 24,009   |                                                            |  |   | 21,790  |    |  |   | 587     |    |
| Cashflows from investingactivities                                                     |  |                      |    |                      |  |                                                  |     |                                                            |  |   |    |    |  |   |    |    |
| Considerationreceived (paid) for acquisition of businesses, net of cashacquired        |  |                      | 120     |                      |  |                                                  | (191,707 | )                                                          |  |   | (45,666 | )  |  |   | — |    |
| Purchasesof property andequipment                                                      |  |                      | (16,267 | )                    |  |                                                  | (10,879  | )                                                          |  |   | (6,064  | )  |  |   | (902    | )  |
| Other                                                                                  |  |                      | — |                      |  |                                                  | —  |                                                            |  |   | — |    |  |   | (394    | )  |
| Netcash used in investingactivities                                                    |  |                      | (16,147 | )                    |  |                                                  | (202,586 | )                                                          |  |   | (51,730 | )  |  |   | (1,296  | )  |
| Cashflows from financingactivities                                                     |  |                      |    |                      |  |                                                  |     |                                                            |  |   |    |    |  |   |    |    |
| Repaymentof senior term loans and relatedfees                                          |  |                      | (12,750 | )                    |  |                                                  | (133,813 | )                                                          |  |   | (13,950 | )  |  |   | — |    |
| Repaymentof senior subordinated notes and relatedfees                                  |  |                      | — |                      |  |                                                  | (69,181  | )                                                          |  |   | — |    |  |   | — |    |
| Proceedsfrom issuance of senior termloans                                              |  |                      | — |                      |  |                                                  | 217,500  |                                                            |  |   | — |    |  |   | — |    |
| Proceedsfrom issuance of senior subordinatednotes                                      |  |                      | — |                      |  |                                                  | 177,881  |                                                            |  |   | 40,500  |    |  |   | — |    |
| Contributedcapital,net                                                                 |  |                      | 5       |                      |  |                                                  | 5        |                                                            |  |   | 17,398  |    |  |   | — |    |
| Membertaxdistributions                                                                 |  |                      | (1,500  | )                    |  |                                                  | —  |                                                            |  |   | (2,285  | )  |  |   | — |    |
| Insurancefinancing (payments)/ proceeds,net                                            |  |                      | (377    | )                    |  |                                                  | 2,943    |                                                            |  |   | 634     |    |  |   | (978    | )  |
| Deferredfinancingfees                                                                  |  |                      | (854    | )                    |  |                                                  | (13,889  | )                                                          |  |   | (4,255  | )  |  |   | — |    |
| Other                                                                                  |  |                      | — |                      |  |                                                  | —  |                                                            |  |   | — |    |  |   | (9      | )  |
| Netcash (used in) provided by financingactivities                                      |  |                      | (15,476 | )                    |  |                                                  | 181,446  |                                                            |  |   | 38,042  |    |  |   | (987    | )  |
| Effectof foreign currency rates on cash and cashequivalents                            |  |                      | (82     | )                    |  |                                                  | 37       |                                                            |  |   | — |    |  |   | — |    |
| Netchange in cash and cashequivalents                                                  |  |                      | (298    | )                    |  |                                                  | 2,906    |                                                            |  |   | 8,102   |    |  |   | (1,696  | )  |
| Cashand cash equivalents at beginning ofperiod                                         |  |                      | 11,008  |                      |  |                                                  | 8,102    |                                                            |  |   | — |    |  |   | 1,696   |    |
| Cashand cash equivalents at end ofperiod                                               |  | $                         | 10,710  |                      |  | $                                                     | 11,008   |                                                            |  | $      | 8,102   |    |  | $      | — |    |
|                                                                                        |

SeeAccompanying Notes

F-7

----

AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements December 31,2005

1.    Organization and Basis ofPresentation

SpectaGuard Acquisition LLC(‘‘SpectaGuard’’), a wholly-ownedsubsidiary of Allied Security Holdings LLC (the‘‘Company’’), was formed on February19,  2003, as a result of the purchase transaction by and amongMacAndrews & Forbes Holdings Inc.(‘‘Mafco’’), and certain of its relatedparties, as well as management of SpectaGuard’s predecessor. Asa result of this transaction, Mafco has a substantial controllinginterest in the Company. Prior to this transaction, the Company alsooperated under the name SpectaGuard Acquisition(‘‘Predecessor Company’’). These financialstatements include the results of operations prior to and since thedate of Mafco's acquisition of SpectaGuard and reflect allpurchase accounting adjustments required as of that date.

OnAugust  2,  2004, simultaneous with the acquisition ofBarton Protective Services Incorporated(‘‘Barton’’), the members of SpectaGuardbecame the members of the Company through the contribution of theirClass A, Class B, and Class C units, as applicable, of SpectaGuard inexchange for an identical number of Class A, Class B and Class C units,as applicable, of the Company. The Company has no independent assets oroperations, other than its ownership of all of the membership units ofSpectaGuard.

The Company provides premium contract securityofficer services to commercial organizations throughout the UnitedStates and toll collection services to the State of Florida Departmentof Transportation (‘‘FDOT’’). Theconsolidated financial statements of the Company include the accountsof the Company and its wholly-owned subsidiaries, which are (i)Effective Management Services LLC, (ii) Allied Security LLC, (iii)Allied Security LP, (iv) Professional Security Bureau LLC(‘‘PSB’’), which was acquired onDecember  19,  2003 (see Note 4), (v) Barton ProtectiveServices LLC, which was acquired on August  2,  2004 (seeNote 4), (vi) SpectaGuard Acquisition LLC, (vii) AlliedBarton SecurityServices LLC, (viii) AlliedBarton Security Services LP, and (ix) AlliedSecurity Finance Corp. All significant intercompany transactions havebeen eliminated in consolidation.

The Company operates under thenames of ‘‘Allied Security’’ and‘‘Barton Protective Services’’ nationally,as well as under the name of ‘‘AlliedBarton SecurityServices’’, and also as‘‘SpectaGuard’’ and‘‘Professional Security Bureau’’ in thenortheast region of the United States. The Company’swholly-owned international subsidiary, which ceased operations inJuly  2005, is not significant to the Company’sconsolidated financial statements.

2.    Summary ofSignificant Accounting Policies

Cash and CashEquivalents

Cash and cash equivalents include cash on hand andinvestments with original maturities of three months orless.

Restricted Cash

Restricted cash includes balanceson deposit with the Company’s insurance carrier to payworkers’ compensation claims.

AccountsReceivable

The Company's customers are located primarilythroughout the United States. The Company grants credit to itscustomers and generally does not require collateral. The Companymaintains an allowance for doubtful accounts which management believesto be sufficient to cover potential credit losses and estimated billingadjustments. Management reviews the components of their accountsreceivable balance on a monthly basis and performs an additional detailreview on a quarterly basis. This process includes an analysis ofspecific reserves based upon known credit and collection issues andpotential reserve adjustments. Such amounts are charged off against theallowance for doubtful accounts when the Company concludes that thebalances will not be recoverable.

F-8

----

AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

Property and Equipment

Property andequipment are recorded at cost. Leasehold improvements are amortizedover the respective lives of the leases or the service lives of theimprovements, whichever is shorter. Depreciation of property andequipment is computed using the straight-line method over the estimateduseful lives of the assets. The useful lives are as follows: leaseholdimprovements — up to 10 years; uniforms — 3 years; computerequipment — 1 to 5 years; office furniture, fixtures andequipment — 5 years.

Goodwill and IntangibleAssets

Under SFAS No. 142, goodwill and intangible assetswith indefinite lives are not amortized; rather, they are tested forimpairment on at least an annual basis. Additionally, intangibleassets, such as customer list, with finite lives are amortized overtheir useful lives.

SFAS No. 142 requires a two-step impairmenttest for goodwill. The first step is to compare the carrying amount ofthe reporting unit's assets to the fair value of the reportingunit. If the fair value exceeds the carrying value, no further work isrequired and no impairment loss is recognized. If the carrying amountexceeds the fair value then the second step is required to becompleted, which involves allocating the fair value of the reportingunit to each asset and liability, with the excess being impliedgoodwill. An impairment loss occurs if the amount of the recordedgoodwill exceeds the implied goodwill. The determination of the fairvalue of our reporting unit is based, among other things, on estimatesof future operating performance of the reporting unit being valued. Weare required to complete an impairment test for goodwill and record anyresulting impairment losses annually. Changes in market conditions,among other factors, may have an impact on these estimates. Wecompleted our required annual impairment test in the fourth quarter offiscal 2005 and determined that there was no impairment.

Customer lists are amortized over six years. We perform periodicanalyses and adjust through accelerated amortization any impairment ofcustomer lists. Covenants not-to-compete are amortized using thestraight-line method over 5 years. None of the currently held customerlists have required accelerated amortization adjustments todate.

Long-Lived Assets

The Company has adopted Statementof Financial Accounting Standards(‘‘SFAS’’) No. 144, Accounting forImpairment or Disposal of Long-Lived Assets. This standard requiresthe Company to review its long-lived assets for impairment wheneverevents or changes in circumstances indicate that the carrying amount ofsuch assets may not be recoverable. If the carrying amount of an assetor group of assets exceeds its net realizable value, the asset will bewritten down to its fair value.

InsuranceReserves

We maintain insurance coverage for workerscompensation, medical claims and general liability. Reserves have beenprovided for certain of these claims based upon insurance coverages andmanagement's judgment. Management reviews these estimates on aquarterly basis based upon currently available information and adjuststhe reserves accordingly. In the opinion of management, we believe ourinsurance reserves are sufficient to cover the ultimate outcome ofthese claims.

Revenue Recognition

The Company recognizesrevenue in the period in which services are provided. Advance paymentsrepresent amounts received from customers in advance of performing therelated services.

Financial Instruments

The carryingvalue of short-term financial instruments, such as cash equivalents,accounts receivable, accounts payable and accrued expenses,approximates their fair value based on the short-term maturities ofthese instruments.

F-9

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

Use of Estimates

The preparationof consolidated financial statements in conformity with U.S. generallyaccepted accounting principles requires management to make estimatesand assumptions that affect the reported amounts of certain assets,liabilities, revenues and expenses and the disclosure of certaincontingent assets and liabilities. Actual results may differ from suchestimates.

Reclassifications

Certain amounts in theprior-year consolidated financial statements have been reclassified toconform to their current-year presentation.

Statement of CashFlows

The following non-cash transactions have been excludedfrom the consolidated statement of cash flows for the years endedDecember  31,  2005 and December  31,  2004,the period from February  19,  2003 through December31,  2003, and the period from January  1,  2003through February  18,  2003, respectively (inthousands):

|                                                                         |  |                           |         |                           |  |                                                    |         |                                                               |  |   |                     |        |  |   |         |        |  |  |
|-------------------------------------------------------------------------|--|---------------------------|---------|---------------------------|--|----------------------------------------------------|---------|---------------------------------------------------------------|--|---|---------------------|--------|--|---|---------|--------|--|--|
|                                                                    |  | YearendedDecember 31,2005 |         | Year endedDecember31,2004 |  | Period from February 19,2003throughDecember31,2003 |         | (Predecessor)Period from January 1,2003throughFebruary18,2003 |
| Reclassifications of Class A Unitssubject to put rights to Class AUnits |  | $                         | — |                      |  | $                                                  | 1,644   |                                                          |  | $ |   — |   |  | $ | — |   |
| Reclassificationsof Class B Units subject to put rights to Class BUnits |  | $                         | (2,430  | )                    |  | $                                                  | — |                                                          |  | $ | —             |   |  | $ | — |   |
| Mafcogoodwilladjustments                                                |  | $                         | (1,050  | )                    |  | $                                                  | (3,187  | )                                                        |  | $ | —             |   |  | $ | — |   |
| Increasein redemption amount of Class  A Units subject to putrights     |  | $                         | 3,109   |                      |  | $                                                  | — |                                                          |  | $ | —             |   |  | $ | — |   |
| PSBgoodwilladjustments                                                  |  | $                         | — |                      |  | $                                                  | (56     | )                                                        |  | $ | —             |   |  | $ | — |   |
| BartonAcquisition goodwilladjustments                                   |  | $                         | (1,029  | )                    |  | $                                                  | — |                                                          |  | $ | —             |   |  | $ | — |   |
| Decreasein fair value of interest rate hedge on long-termdebt           |  | $                         | — |                      |  | $                                                  | — |                                                          |  | $ | —             |   |  | $ | 352     |   |
|                                                                         |

Cashinterest paid during the years ended December  31,  2005,and December  31,  2004, for the period fromFebruary  19,  2003 through December  31,2003, and for the period from January  1,  2003 throughFebruary  18,  2003, was approximately $36,846,000,$17,241,000, $14,606,000, $1,089,000,respectively.

3.    Mafco Acquisition

OnFebruary  19,  2003, Mafco, through its wholly-ownedsubsidiary SpectaGuard Holding Corporation, acquired the PredecessorCompany, which included SpectaGuard and its wholly owned subsidiaries,for approximately $263,588,000. This purchase was funded throughborrowings of $151,156,000 and cash contributions of $116,915,000recorded as follows: $112,983,000 from Mafco and its related partiesfor Class A Units, $2,307,000 from OCM Specta Holdings Inc.(‘‘OCM’’) for Class A Units, $1,538,000from Blackstone SG Mezzanine Corp.(‘‘Blackstone’’) for Class A units, and$87,000 from members of the Company's senior management for ClassB and Class C units (See Note  14).

F-10

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

In connection with this transaction, asyndication of lending institutions underwrote $125,000,000 of SeniorSecured Credit Facilities (the ‘‘Refinanced SeniorSecured Credit Facilities’’). The Refinanced SeniorSecured Credit Facilities consisted of (i) a $20,000,000 5-yearRevolving Credit Facility (the ‘‘RefinancedRevolver’’) and (ii) a $105,000,000 7-year Senior TermLoan Facility (the ‘‘Refinanced Senior TermLoan’’). In addition, the Company issued at a discountSenior Subordinated Notes (the ‘‘Refinanced SeniorSubordinated Notes’’) to affiliates of OCM and Blackstonewith an aggregate face value of $50,000,000 for net proceeds of$46,156,000 (See Note 9).

The Company allocated the purchaseprice to the assets acquired and liabilities assumed based upon thefair value at the date of acquisition. The cost of the acquisition wasapproximately $263,588,000 and is allocated as follows (inthousands):

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |
| Currentassets              |  | $ | 55,705 |   |
| Property andequipment      |  |   | 9,913 |   |
| Goodwill                   |  |   | 191,409 |   |
| Customerlist               |  |   | 73,643 |   |
| Otherassets                |  |   | 144 |   |
| Currentliabilities         |  |   | (55,991 | )  |
| Other long-termliabilities |  |   | (11,235 | )  |
|                       |  | $ | 263,588 |   |
|                            |

4.    Acquisitions

OnDecember  19,  2003, the Company acquired all of theoutstanding common shares of PSB (the ‘‘PSBAcquisition’’). The Company allocated the purchase priceto the assets acquired and liabilities assumed based upon the fairvalue at the date of acquisition. The cost of the acquisition wassubject to a working capital purchase price adjustment settled in 2004for $100,000. The cost of the acquisition was approximately $45,766,000and is allocated as follows (inthousands):

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |
| Currentassets, net of cash acquired of$485 |  | $ | 12,099 |   |
| Property andequipment                      |  |   | 533 |   |
| Goodwill                                   |  |   | 31,744 |   |
| Customerlist                               |  |   | 8,877 |   |
| Covenantnot-to-compete                     |  |   | 1,700 |   |
| Otherassets                                |  |   | 66 |   |
| Currentliabilities                         |  |   | (7,553 | )  |
| Covenant not-to-competeliability           |  |   | (1,700 | )  |
|                                       |  | $ | 45,766 |   |
|                                            |

Thispurchase was funded through borrowings of $40,500,000 (see Note 9) andcash contributions of $7,500,000 recorded as follows: $6,651,000 fromMafco and its related parties, $173,000 from OCM, $107,000 fromBlackstone and $569,000 from members of the Company's seniormanagement in each case in exchange for Class A units (see Note14).

F-11

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

In connection with the PSB Acquisition,two former owner/executives entered into covenant-not-to-competeagreements with the Company. The terms of the agreements are five yearsfrom December  19,  2003. In consideration for theseindividuals entering into these agreements, the Company will pay$2,250,000 in the aggregate to these individuals over the term of theagreements. Payments under the covenant not-to-compete agreements aresubordinated to the Company's Credit Facility (as hereinafterdefined) (see Note 9) and have been recorded at the discounted presentvalue of the liability. Covenants not-to-compete are being amortizedover the benefit period of five years and are included in the captionas other long-term liability on the accompanying consolidated balancesheets.

As a result of this transaction, the Company adopted aformal plan (the ‘‘PSB Plan’’) to terminatecertain PSB employees and exit duplicative PSB office facilities. ThePSB Plan includes severance-related benefits for approximately 120 PSBemployees. The PSB Plan also includes lease termination costs in orderto exit 14 PSB office facilities. The Company recorded net reserves of$1,154,000 related to the PSB Plan as a part of the purchase priceallocation above. The PSB Plan was complete as of December31,  2004, other than the payment of the remaining liabilitywhich totaled $204,000 and $404,000 at December  31,  2005and 2004 respectively. As of December  31,  2005, $950,000of payments have been made related to the PSB Plan.

Inconnection with the PSB Acquisition, the Company deposited $3,000,000into an escrow account pursuant to the Indemnity Escrow Agreemententered into contemporaneously with the PSB Acquisition among theCompany, then current shareholders of PSB and the escrow agent. Thefunds remain in the escrow account pending a resolution of theCompany’s outstanding claims for indemnification from thesellers, and any remaining balance not disbursed pursuant to theIndemnity Escrow Agreement will thereafter be remitted to the formerPSB shareholders.

On March  19,  2004, the Companyacquired (the ‘‘SSI Acquisition’’) certainassets of Security Systems, Inc. (‘‘SSI’’).Prior to the SSI Acquisition, SSI provided contract security officerservices to various corporate customers and universities in the BostonMetropolitan area. The Company allocated the purchase price to theassets acquired and liabilities assumed based upon the fair value atthe date of acquisition. The cost of the acquisition was subject torevenue related purchase price adjustments, of which $719,000 has beensettled as of December  31,  2005 and any remainingadjustment will be resolved upon the renewal of a specific customercontract.

The cost of the acquisition was approximately$10,574,000 and is allocated as follows (inthousands):

|                       |
|-----------------------|
|                       |  |  |  |  |  |  |
| Currentassets         |  | $ | 2,910 |   |
| Property andequipment |  |   | 120 |   |
| Goodwill              |  |   | 5,090 |   |
| Customerlist          |  |   | 2,808 |   |
| Currentliabilities    |  |   | (354 | )  |
|                  |  | $ | 10,574 |   |
|                       |

Thispurchase was funded through borrowings of $7,500,000 (see Note9).

On August  2,  2004, the Company acquired Barton(the ‘‘Barton Acquisition’’). Prior to theAcquisition Barton provided premium contract security officer servicesto commercial organizations throughout the United States and tollcollection services to the FDOT. The Company allocated the purchaseprice to the assets acquired and liabilities assumed based upon thefair value at the date of acquisition. The cost of the acquisition wasapproximately $180,913,000 and is allocated as follows (inthousands):

F-12

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

|                       |
|-----------------------|
|                       |  |  |  |  |  |  |
| Currentassets         |  | $ | 50,677 |   |
| Property andequipment |  |   | 7,335 |   |
| Goodwill              |  |   | 117,324 |   |
| Customerlist          |  |   | 40,536 |   |
| Otherassets           |  |   | 246 |   |
| Currentliabilities    |  |   | (35,205 | )  |
|                  |  | $ | 180,913 |   |
|                       |

Thispurchase was funded as part of the borrowings of a $210,000,000 SeniorTerm Loan (as hereinafter defined) and $180,000,000 aggregate principalamount of Notes (as hereinafter defined) (see Note 9). The BartonAcquisition and related financing transactions are referred tocollectively as the‘‘Transactions’’.

As a result of theBarton Acquisition, the Company adopted a formal plan (the‘‘Barton Plan’’) to terminate certainBarton employees and exit duplicative Barton office facilities. TheBarton Plan initially included severance-related benefits forapproximately 246 Barton employees. The Barton Plan also initiallyincluded lease termination costs in order to exit 21 Barton officefacilities. The Company initially recorded a total reserve ofapproximately $6,135,000 related to the Barton Plan as part of thepurchase price allocation above. As of December  31,  2005,approximately $2,322,000 of payments have been made related to theBarton Plan. In 2005, the Company revised its estimate of certain leasetermination and severance costs and reduced the corresponding liabilityby $2,437,000. The Barton Plan was complete as of August  2005,other than the payment of the remaining liability which totals$1,376,000 and $5,706,000 as of December  31,  2005 andDecember  31,  2004, respectively.

In connection withthe Barton Acquisition, the Company deposited $9,000,000 into an escrowaccount pursuant to the Escrow Agreement entered into contemporaneouslywith the Barton Acquisition among the Company, then currentshareholders of Barton and the escrow agent. The funds will be remittedto the former Barton shareholders in accordance with the EscrowAgreement, except for escrow funds subject to outstanding claims forindemnification from the sellers.

The following table shows theactivity for the years ended December  31,  2005 andDecember  31,  2004, respectively for the accruedtermination costs for the above acquisitions (inthousands):

|                                |
|--------------------------------|
|                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                           |  | Lease |  | Severance |  | Total |
| Balanceas of December 31,2003  |  | $ | 551 |   |  | $ | 725 |   |  | $ | 1,276 |   |
| Additions                      |  |   | 3,800 |   |  |   | 2,335 |   |  |   | 6,135 |   |
| Payments                       |  |   | (339 | )  |  |   | (840 | )  |  |   | (1,179 | )  |
| Adjustments                    |  |   | 91 |   |  |   | (213 | )  |  |   | (122 | )  |
| Balanceas of December  31,2004 |  |   | 4,103 |   |  |   | 2,007 |   |  |   | 6,110 |   |
| Payments                       |  |   | (1,523 | )  |  |   | (570 | )  |  |   | (2,093 | )  |
| Adjustments                    |  |   | (1,270 | )  |  |   | (1,167 | )  |  |   | (2,437 | )  |
| Balanceas of December  31,2005 |  | $ | 1,310 |   |  | $ | 270 |   |  | $ | 1,580 |   |
|                                |

F-13

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

Unaudited pro forma results of operationsof the Company are as follows assuming the Barton, SSI, PSB and Mafcoacquisitions occurred at the beginning of the periods presented (inthousands):

|                       |
|-----------------------|
|                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                  |  | YearEndedDecember 31, 2004 |  | Period From February 19,2003throughDecember 31, 2003 |  | Period from January1, 2003throughFebruary 18,2003 |
| Revenues              |  | $ | 1,098,634 |   |  | $ | 880,358 |   |  | $ | 134,936 |   |
| Operatingincome(loss) |  | $ | 1,248 |   |  | $ | 16,550 |   |  | $ | (23,384 | )  |
| Net(loss)             |  | $ | (36,660 | )  |  | $ | (16,252 | )  |  | $ | (33,612 | )  |
|                       |

5.    Propertyand Equipment

Property and equipment consist of the following(inthousands):

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |
|                                    |  | December31, 2005 |  | December 31,2004 |
| Leaseholdimprovements                   |  | $ | 766 |   |  | $ | 1,004 |   |
| Uniforms                                |  |   | 30,393 |   |  |   | 23,544 |   |
| Computerequipment                       |  |   | 2,804 |   |  |   | 5,212 |   |
| Officefurniture, fixtures, andequipment |  |   | 121 |   |  |   | 2,046 |   |
|                                    |  |   | 34,084 |   |  |   | 31,806 |   |
| Lessaccumulateddepreciation             |  |   | (11,071 | )  |  |   | (10,968 | )  |
| Propertyand equipment,net               |  | $ | 23,013 |   |  | $ | 20,838 |   |
|                                         |

Depreciationexpense for the years ended December  31,  2005 andDecember  31,  2004, for the period from February19,  2003 through December  31,  2003, and for theperiod from January  1,  2003 through February18,  2003, was $14,048,000, $9,041,000, $4,965,000, and $731,000,respectively.

6.    Goodwill and Other IntangibleAssets

Goodwill is deemed to have an indefinite life and is notamortized, but is subject to annual impairment tests. The Companycompleted its annual impairment assessment in the fourth quarter offiscal 2005 using a multiple of earnings calculation and concluded thatthere is no impairment of goodwill.

The change in carrying amountof goodwill for the years ended December  31, 2005 andDecember  31, 2004, respectively is as follows (inthousands):

|                                                       |
|-------------------------------------------------------|
|                                                       |  |  |  |  |  |  |
| Balanceas of December 31, 2003                        |  | $ | 227,347 |   |
| MafcoAcquisition adjustments                          |  |   | (3,187 | )  |
| PSBAcquisition adjustments        |  |   | 44 |   |
| SSIAcquisition                    |  |   | 5,090 |   |
| BartonAcquisition                                     |  |   | 118,472 |   |
| Balanceas of December  31,2004                        |  | $ | 347,766 |   |
| Mafco Acquisitionadjustments                          |  |   | (1,050 | )  |
| Barton Acquisitionadjustments     |  |   | (1,149 | )  |
| Balanceas of December  31,2005                        |  | $ | 345,567 |   |
|                                                       |

F-14

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

Gross carrying amounts and accumulatedamortization for intangible assets as of December 31, 2005 and December31, 2004 are as follows (inthousands):

|                             |
|-----------------------------|
|                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                        |  | GrossCarrying Amount |  | AccumulatedAmortization |
|                        |  | December31,2005 |  | December 31,2004 |  | December31,2005 |  | December31,2004 |
| Amortized intangibleassets: |  |   |   |   |  |   |   |   |  |   |   |   |  |   |   |   |
| Customerlists               |  | $ | 125,865 |   |  | $ | 125,865 |   |  | $ | (48,519 | )  |  | $ | (27,542 | )  |
| Covenantsnot-to-compete     |  |   | 1,700 |   |  |   | 1,700 |   |  |   | (680 | )  |  |   | (340 | )  |
| Total                       |  | $ | 127,565 |   |  | $ | 127,565 |   |  | $ | (49,199 | )  |  | $ | (27,882 | )  |
|                             |

Thevalue of the customer lists acquired is being amortized using thestraight-line method over 6  years. Covenants not-to-compete arebeing amortized using the straight-line method over 5years.

Amortization expense for the year ended December31,  2005 and December  31,  2004, for the periodfrom February  19,  2003 through December  31,2003 and for the period from January  1,  2003 throughFebruary  18,  2003, was approximately $21,317,000,$17,260,000, $10,622,000, and $716,000, respectively.

Estimatedannual aggregate amortization expense for each of the next five yearsis as follows (inthousands):

|      |
|------|
|      |  |  |  |  |  |  |
| 2006 |  | $ | 21,317 |   |
| 2007 |  | $ | 21,317 |   |
| 2008 |  | $ | 21,317 |   |
| 2009 |  | $ | 10,356 |   |
| 2010 |  | $ | 4,059 |   |
|      |

7.    AccountsReceivable

Accounts receivable consists of the following(inthousands):

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |
|                    |  | December31,2005 |  | December 31,2004 |
| Billedreceivables       |  | $ | 115,898 |   |  | $ | 110,791 |   |
| Unbilledreceivables     |  |   | 19,563 |   |  |   | 18,938 |   |
| Accountsreceivables,net |  | $ | 135,461 |   |  | $ | 129,729 |   |
|                         |

Unbilledreceivables represent work performed for which the invoice has not beensent to the customer by the end of the respective period. Substantiallyall unbilled receivables are invoiced in the month following the monthin which the service was performed.

8.    Deferred FinancingFees

Deferred financing fees are being amortized to interestexpense using the effective interest method over the term of theirrespective financing agreements in relation to the Notes and the SeniorTerm Loans, which mature between June  2010 and July  2011(see Note 9).

Amortization of deferred financing fees for theyear ended December  31,  2005 and December  31,2004, for the period from February  19, 2003 throughDecember  31,  2003, and for the period from January1,  2003 through February  18,  2003, wasapproximately $2,345,000, $2,043,000, $1,233,000, and $47,000,respectively.

F-15

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

The estimated annual aggregateamortization expense, which will be included as interest expense, foreach of the next five fiscal years is as follows (inthousands):

|      |
|------|
|      |  |  |  |  |  |  |
| 2006 |  | $ | 2,343 |   |
| 2007 |  | $ | 2,340 |   |
| 2008 |  | $ | 2,221 |   |
| 2009 |  | $ | 2,114 |   |
| 2010 |  | $ | 1,609 |   |
|      |

9.    Debt

TheCompany's debt is summarized as follows (in thousands):

|                                                                                                                                                       |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                       |  |  |  |  |  |  |  |  |  |  |
|                                                                                                                                                  |  | December31,2005 |  | December 31,2004 |
| SeniorTerm Loan, variable rate interest (effective rate 8.28% and6.23% at December  31,  2005 and December31,  2004, respectively), due June  30,2010 |  | $ | 193,250 |   |  | $ | 206,000 |   |
| 11.375%Senior Subordinated Notes, due July  15,2011                                                                                                   |  |   | 178,187 |   |  |   | 177,966 |   |
| 4.99%fixed rate insurance premium financing, due through May1,2006                                                                                    |  |   | 5,869 |   |  |   | — |   |
| 2.99%fixed rate insurance premium financing, due through May1,2005                                                                                    |  |   | — |   |  |   | 6,246 |   |
|                                                                                                                                                  |  |   | 377,306 |   |  |   | 390,212 |   |
| Lesscurrentmaturities                                                                                                                                 |  |   | (11,537 | )  |  |   | (22,246 | )  |
|                                                                                                                                                  |  | $ | 365,769 |   |  | $ | 367,966 |   |
|                                                                                                                                                       |

Inconnection with the February  19,  2003 formation of theCompany, the Company entered into a $125,000,000 Refinanced SeniorSecured Credit Facility. The Refinanced Senior Secured Credit Facilityconsisted of (i) a $20,000,000 5-year Refinanced Revolver and (ii) a$105,000,000 7-year Refinanced Senior Term Loan. The Refinanced SeniorSecured Credit Facility was amended on May  2,  2003 (the‘‘First Amended Refinanced CreditFacility’’) to reduce the Refinanced Senior Term Loan to$95,000,000. As a result of the First Amended Refinanced CreditFacility, an additional 67,778 Class A Units were issued for$10,000,000 to reduce the principal amount of the Refinanced SeniorTerm Loan (see Note 14). The Refinanced Senior Term Loan bore intereston the outstanding principal balance at a rate equal to the three-monthLIBOR (with a floor limit of 2.50%) plus a 5.00%margin.

The Refinanced Revolver included up to $20,000,000 ofletter of credit availability. Amounts outstanding under the RefinancedRevolver would have been due on February  19,  2008.Interest was payable based on LIBOR or base rate plus the applicablemargin of 5.00% or 4.00%, respectively.

TheCompany issued $50,000,000 face value Refinanced Senior SubordinatedNotes at a $3,844,000 discount in connection with its February19,  2003 formation. The terms of the Refinanced SeniorSubordinated Notes included 12.00% annual cash interest and3.00% paid-in-kind ("PIK") interest.Interest was payable quarterly. At its election, the Company could havepaid the PIK interest, or added it to the principal balance asRefinanced Senior Subordinated Notes. The Refinanced SeniorSubordinated Notes were due June  30,  2010. The debtdiscount was being amortized to interest expense over the term of theRefinanced Senior Subordinated Notes.

F-16

----

AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

In connection with the PSB Acquisition onDecember  19,  2003, the First Amended Refinanced CreditFacility was amended and restated (the ‘‘Second AmendedRefinanced Credit Facility’’). The Second AmendedRefinanced Credit Facility provided for an add-on Refinanced SeniorTerm Loan in the amount of $30,000,000 and an additional $10,000,000 inRefinanced Revolver availability resulting in total availability underthe Refinanced Revolver of up to $30,000,000. Other terms of the SecondAmended Refinanced Credit Facility were substantially identical to theFirst Amended Refinanced Credit Facility.

Also as a result of thePSB Acquisition, the Company issued an additional $10,500,000 inRefinanced Senior Subordinated Notes. The terms included 12.00%annual cash interest and 4.25% PIK interest payable quarterly.At its election, the Company could have paid the PIK interest, or addedit to the principal balance as Refinanced Senior Subordinated Notes.The Refinanced Senior Subordinated Notes were due June30,  2010.

On March  19,  2004, in connectionwith the SSI Acquisition, the Company issued a $7,500,000 add-on termloan which was permitted as a delayed draw in the Second AmendedRefinanced Credit Facility.

Simultaneous with the closing of theBarton Acquisition on August  2,  2004, the Company enteredinto a senior secured credit facility (the ‘‘CreditFacility’’) with Bear Stearns Corporate Lending Inc., asAdministrative Agent, and a syndicate of lenders arranged by Bear,Stearns & Co. Inc. The Company executed an amendment to the CreditFacility on May  10,  2005 (‘‘Amendment No.1’’) modifying certain of its terms. The Credit Facilityinitially provided for (i) a $210,000,000 six-year term loan facility(the ‘‘Senior Term Loan’’) and (ii) a$50,000,000 five-year revolving loan (the‘‘Revolver’’) with certain sub-limits forletters of credit and swing line loans. In addition, the Company issued$180,000,000 in aggregate principal amount of senior subordinated notes(the ‘‘Notes’’), at a discount of$2,118,600 and bearing interest of 11.375%, which mature onJuly  15,  2011. The Company used initial borrowings underthe Credit Facility, together with the net proceeds from the Notes, tofinance the purchase price for Barton, to repay amounts outstandingunder the Refinanced Credit Facility, to redeem the then outstandingRefinanced Senior Subordinated Notes and to pay related fees, expensesand redemption premiums. As of August  2,  2004 and priorto giving effect to the Transactions, the Company had $125,000,000 interm loans outstanding under the Refinanced Credit Facility, which termloans provided for interest at a rate of 7.50% per annum at suchdate. The Company had $61,900,000 principal outstanding, including PIKinterest, of Refinanced Senior Subordinated Notes as of August2,  2004 prior to redemption of the Refinanced SeniorSubordinated Notes.

Under the Credit Facility, the Company maychoose Eurodollar rate loans or base rate loans pricing and may electinterest periods of one, two, three or six months for Eurodollarborrowings. Each Eurodollar rate loan initially bore interest at a rateper annum equal to the Eurodollar rate for such day plus 4.50%if it is a revolving loan and 4.25% if it is a term loan. Eachbase rate loan initially bore interest at a rate per annum equal to thebase rate plus 3.50% if it is a revolving loan and 3.50%if it is a term loan. Upon a payment default, interest will accrue at2.00% over the applicable margin for both the Eurodollar andbase rate loans and the overdue amounts will accrue interest at2.00% over the applicable margin for base rate loans. TheCompany must pay a commitment fee of 0.75% on the unused portionof its revolver commitments. The interest rates and commitment fee maydecrease in the future based on the Company’s historicalleverage ratios. The Company’s obligation under the CreditFacility are guaranteed by each of the Company’s domesticsubsidiaries. The Company’s obligations under the CreditFacility and the obligations of our subsidiary guarantors under theGuarantee and Collateral Agreement are secured by a first priority lienon substantially all of our, and each subsidiary guarantor’s,present and future tangible and intangible assets, including, withoutlimitation, all goods, payment receivables, deposit accounts, generalintangibles, intellectual property and all of the equity interests ofeach of the subsidiary guarantors and 66% of the equityinterests in 

F-17

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

each of our, or any subsidiaryguarantor’s foreign subsidiaries. Such obligations are alsosecured by a pledge of the Company’s membership interests ownedby SpectaGuard Holding Corporation. The revolving commitments terminateand all outstanding revolving loans are required to be repaid on thefifth anniversary of the closing date of the Barton Acquisition. Theterm loans were initially repayable in 24 consecutive quarterlyinstallments. The Company is permitted to make voluntary prepayments,as long as it gives the administrative agent notice. The Company isrequired to make mandatory prepayments on the term loans in certaincircumstances. The proceeds from such mandatory prepayments are appliedto the term loans in reverse order of maturity and may not bereborrowed.

The Credit Facility contains affirmative and negativecovenants including (i) the payment of all material obligations; (ii)the maintenance of organizational existences, including, but notlimited to, maintaining the Company’s property and insurance;(iii) compliance with all material contractual obligations andrequirements of law; (iv) subject to customary exceptions, limitationson the incurrence of indebtedness, which permit only certain limitedindebtedness; (v) subject to customary exceptions, limitations oncreation and existence of liens; (vi) limitations on certainfundamental changes to the Company’s corporate structure andnature of its business, including mergers; (vii)  subject tocustomary exceptions, limitations on asset sales; (viii) limitations onrestricted payments; (ix) limitations on capital expenditures; (x)subject to customary exceptions, limitations on any investments,provided that certain ‘‘permittedacquisitions’’ are allowed; (xi) limitations on optionalprepayments and modifications of certain debt instruments: (xii)subject to customary exceptions, limitations on transactions withaffiliates; (xiii) limitations on entering into certain swapagreements; (xiv) limitations on any material changes in theCompany’s equity structure or the equity structure of any of theCompany’s subsidiaries; (xv) limitations on negative pledgeclauses or clauses restricting subsidiary distributions; (xvi)limitations on sale-leaseback transactions; and (xvii) limitations onchanges to the Company’s fiscal year. The Company was incompliance with all such covenants at December  31,2005.

The Credit Facility contains financial covenants requiringthe Company to maintain as at the last day of any period of fourconsecutive fiscal quarters: (i) a maximum senior consolidated debtratio; (ii)  a maximum total consolidated leverage ratio; (iii) aminimum consolidated interest coverage ratio; and (iv) a maximumcapital expenditure limit. The Credit Facility contains customaryevents of default. The Company was in compliance with all suchcovenants at December  31,  2005.

The issuers of theNotes are the Company and Allied Security Finance Corp. as co-issuers.The Notes mature on July  15,  2011. Interest on the Notesis paid on January  15 and July  15 of each year,commencing January  15,  2005. The Notes areunconditionally guaranteed, jointly and severally, by our existing andfuture domestic subsidiaries that guarantee the Credit Facility. TheNotes and the guarantees are unsecured senior subordinated obligationsof us and our guarantors. They rank behind all of our and ourguarantors’ current and future indebtedness other than tradepayables, except indebtedness that expressly provides that it is notsenior to the Notes and the guarantees. We may redeem some or all ofthe Notes as set forth in the indenture governing the Notes. Theindenture restricts our ability and the ability of our restrictedsubsidiaries to, among other things, incur or guarantee additionaldebt; pay dividends and make distributions; make certain investments;repurchase stock; incur liens; enter into certain transactions withaffiliates; enter into certain sale and leaseback transactions; mergeor consolidate; and transfer or sell assets. These covenants aresubject to important exceptions and qualifications.

The CreditFacility and the Notes are guaranteed by each of the Company’scurrent and future domestic subsidiaries. These guarantees are jointand several obligations of the domestic subsidiaries. The Company had anon-guarantor subsidiary located in the United Kingdom, which generatedless than one percent of the Company’s consolidated revenues andheld less than one percent of the Company’s consolidated assetsas of December  31,  2005. In July  2005, the Companyceased all of its foreign operations.

F-18

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

On May  10,  2005, theCompany executed Amendment No. 1 to the Credit Facility. Amendment No.1 contains the following terms and provisions, among others: (i) forthe Senior Term Loan, the interest rate applicable to Eurodollar rateloans was decreased from LIBOR plus 4.25% to LIBOR plus3.75% (with a step down to LIBOR plus 3.50% when theCompany’s leverage ratio is below 3.5x); (ii) the basket forpermitted acquisitions was increased from $30,000,000 to $60,000,000;(iii) cash expenditures for permitted acquisitions was added as adeduction to the calculation of ‘‘excess cashflow’’; (iv) mandatory principal repayment of the SeniorTerm Loan was decreased for fiscal years 2005 and 2006; and (v) thesub-limit for letter of credit availability under the Revolver wasincreased from $40,000,000 to $50,000,000.

The Revolveravailability is reduced by outstanding letters of credit, which totaled$24,659,000 as of December  31,  2005. For the Revolver,each Eurodollar rate loan bears interest at a rate per annum equal tothe Eurodollar rate for such day plus 4.50%. Each base rate loanbears interest at a rate per annum equal to the base rate plus3.50%. Amounts outstanding on the Revolver are due onAugust  2,  2009. As of December  31,  2005,the outstanding Revolver balance, excluding the outstanding letters ofcredit, was zero.

Based on the borrowing rates currentlyavailable for loans with similar terms and maturities, the fair valueof the long-term debt approximated its carrying value atDecember  31,  2005 and 2004, respectively.

TheCredit Facility requires an excess cash flow calculation commencingwith the fiscal year ending December  31,  2005. If suchexcess cash flow exists as defined in the Credit Facility, prepaymentof the Senior Term Loans is required no later than five days after theearlier of (i) the date on which the financial statements are requiredto be delivered to the lenders, and (ii) the date such financialstatements are actually delivered. We anticipate making an excess cashflow prepayment of the Term Loans of approximately $668,000 on or aboutMarch  31,  2006.

In the ordinary course of business,the Company enters into short-term financing agreements in order tofund its business insurance policy premiums. On August13,  2004, the Company entered into such a financing agreementwith Cananwill, Inc. for a total amount of $11,242,000. Payments weredue in equal monthly installments through May  1,  2005 andbore an annual interest rate of 2.99%. As of May1,  2005, this financing agreement, including accrued interest,was repaid in full. On August  15, 2005, the Company entered intosuch a financing agreement with Cananwill, Inc. for a total amount of$10,564,000. Payments are due in equal monthly installments throughMay  1,  2006 and bear an annual interest rate of4.99%. As of December  31,  2005, the remainingbalance of this agreement including accrued interest was$5,869,000.

Debt maturities for the subsequent five years andthereafter are as follows (inthousands):

|            |
|------------|
|            |  |  |  |  |  |  |
| 2006       |  | $ | 11,537 |   |
| 2007       |  |   | 30,000 |   |
| 2008       |  |   | 30,000 |   |
| 2009       |  |   | 30,000 |   |
| 2010       |  |   | 97,582 |   |
| Thereafter |  |   | 178,187 |   |
| Total      |  | $ | 377,306 |   |
|            |

F-19

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

10.    ContingentLiabilities

In the normal course of operations, various legalclaims are filed against the Company. The Company has reserved forcertain of these claims based upon insurance coverages andmanagement's judgment (in some cases after receipt of the adviceof counsel). In the opinion of management, the ultimate outcome ofthese actions is not expected to have a material adverse effect on theconsolidated financial position, results of operations, or cash flowsof the Company.

11.    Comprehensive Income(Loss)

Comprehensive income (loss) is defined as net income(loss) and other changes in members’ equity (deficit) fromtransactions and other events from sources other than members. Areconciliation of net income (loss) to other comprehensive income(loss) is as follows (inthousands):

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                               |  | YearendedDecember 31,2005 |  | Year endedDecember31,2004 |  | Period fromFebruary19throughDecember31,2003 |  | (Predecessor)Period fromJanuary 1through February 182003 |
| Net income(loss)                                   |  | $ | (1,754 | )  |  | $ | (23,390 | )  |  | $ | 2,034 |   |  | $ | (9,775 | )  |
| Changein fair value of interest rate swapcontracts |  |   | — |   |  |   | — |   |  |   | — |   |  |   | (352 | )  |
| Realizationof loss on hedgeinstruments             |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 5,064 |   |
| Foreigncurrency translationadjustments             |  |   | (82 | )  |  |   | 37 |   |  |   | — |   |  |   | — |   |
| Comprehensiveincome(loss)                          |  | $ | (1,836 | )  |  | $ | (23,353 | )  |  | $ | 2,034 |   |  | $ | (5,063 | )  |
|                                                    |

12.    IncomeTaxes

The members of the Company have elected to be treated as apartnership for both federal and state income tax purposes. Inaccordance with applicable regulations, taxable income or loss of theCompany is required to be reported in the income tax returns of theCompany's members in accordance with the Company’sOperating Agreement, dated as of August  2,  2004 (the‘‘Operating Agreement’’). The OperatingAgreement enables the Company to make distributions to each member tosatisfy their respective tax liability arising in connection with theirrespective ownership interest in the Company. Accordingly, no provisionfor income taxes has been made in the Company's consolidatedfinancial statements. These distributions were $1,500,000 in 2005 and$0 for 2004. The Company paid an additional $233,000 tax distributionin January of 2006. Due principally to differences in depreciation andamortization, taxable income may vary substantially from income or lossreported for financial statement purposes.

Under the PredecessorCompany, Effective Holdings Inc. and its subsidiaries and ASAcquisition Inc. and its subsidiaries, all of which corporations wereconverted to limited liability companies, were taxed under Subchapter Cof the Internal Revenue Code. The effective tax rate for thePredecessor Company differed from the federal statutory rate dueprimarily to state taxes, nondeductible items, and operating resultsnot taxed at the corporate level.

13.    EmployeePostretirement Plan

The Company sponsors a 401(k) retirementplan that allows eligible employees to contribute a portion of theircompensation through payroll deductions in accordance with specifiedguidelines. The Company matches a percentage of the employees’contributions up to certain limits. Expenses related to this planamount to $603,000, $124,000 and $0 for the years ended December31,  2005, 2004 and 2003,respectively.

F-20

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

14.    Units Subject to Put Rights andMembers' Equity

The capital structure of the Companyconsists of three classes of units which are designated as Class AUnits, Class B Units, and Class C Units (collectively,‘‘Units’’). The Company is authorized toissue up to 10,000,000 Units. The Units do not have any voting approvalor consent rights. Class A and Class B Units represent vested ownershipinterests in the Company. Class C Units generally vest 50% basedon passage of time (‘‘Time Based’’) and50% based on achievement of defined performance targets(‘‘Performance-Based’’) over periodsranging from three to five years.

Pursuant to the OperatingAgreement, cash distributions may be made to the members in thefollowing order and priority: (i) among the Units in proportion to, andto the extent of, initial contributed capital attributable to the Units(excluding any capital attributable to unvested Class C Units) untilall initial contributed capital has been returned, and (ii) anyremaining balance, to the members in proportion to their ownershippercentage.

Upon formation of the Company on February19,  2003, initial capital contributed was approximately$116,915,000. This consisted of $112,983,000 (739,733 Class A Units)from Mafco and its affiliates, $2,307,000 (19,584 Class A Units subjectto put rights) from OCM, $1,538,000 (13,056  Class A Unitssubject to put rights) from Blackstone, and $50,000 (77,627 Class BUnits of which 46,097 are subject to put rights) from members of theCompany's senior management. The Class A and Class B Unitssubject to put rights for both OCM, Blackstone and Mr.Albert  Berger are classified as temporary equity, outside ofmembers’ equity. Members of senior management also contributed$37,000 for 110,000 unvested Class C Units.

On May2,  2003, 67,778 Class A Units were issued for $10,000,000 toreduce the principal amount outstanding under the Refinanced SeniorTerm Loan (see Note 9). Of these units, 1,562 units were subject to putrights and had a fair value of $230,000.

On December19,  2003, 50,834 Class A Units were issued for $7,500,000related to the PSB Acquisition (see Note 4). Of these units, 1,894units were subject to put rights and had a fair value of$279,000.

On December  31,  2003, 7,500 unvestedClass C Units were issued to an executive for approximately$2,000.

On December  31,  2003, 13,083 Time-BasedClass C Units and 13,083 Performance-Based Class C Unitsvested.

On June  1,  2004, 7,500 unvested Class CUnits were issued to an executive for approximately $5,000, 3,750 ofwhich were subsequently repurchased from the employee as ofDecember  31,  2004.

On August  2,  2004,7,500 Class C Units were issued, of which 750 units were immediatelyvested, to an executive for approximately $5,000.

OnAugust  2,  2004, a direct subsidiary of Mafco acquired allof the shares of Blackstone. As a result, the put rights associatedwith the 13,779 Class A Units were canceled. The Class A Units formerlyheld by Blackstone are now held by Mafco’s indirect subsidiary,SpectaGuard Holding Two Corporation.

On October  5,2004, 2,250 unvested Performance-Based Class C Units were forfeited and2,250 Time-Based Class C Units vested due to an employmenttermination.

On December  31,  2004, 3,750 unvestedPerformance-Based Class C Units were forfeited due to an employmenttermination.

On December  31,  2004, 13,083Time-Based Class C Units and 13,383 Performance-Based Class C Unitsvested.

F-21

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

On March  9,  2005, 7,500unvested Class C Units were issued to an executive for approximately$5,000.

On May  17,  2005, 7,500 unvested Class CUnits were issued to an executive for approximately $5,000.

OnAugust  2,  2005, 675 Time-Based Class C Unitsvested.

On November  4,  2005, 3,000 unvestedPerformance-Based Class C Units were forfeited and 3,000 Time-BasedClass C Units vested due to an employment termination.

OnDecember  6,  2005, 2,500 unvested Class C Units wereissued to an executive for approximately $1,667.

OnDecember  31,  2005, 12,501 Time-Based Class C Unitsvested, and 13,176 Performance-Based Class Units were forfeited andcanceled due to the Company not achieving its Performance Goals forfiscal 2005.

The Operating Agreement includes put rights issuedto OCM that give OCM the option to cause the Company to purchase all ofthe Class A Units subject to put rights held by them at specifiedperiods of time, the earliest of which is 2007, at an estimated fairvalue at the time the put right is exercised. In 2005, the Companyrecorded the estimated increase in the redemption amount of such ClassA Units subject to put rights of $3,109,000 as a reduction ofmembers’ equity.

Pursuant to the Operating Agreement,Albert Berger, the Chairman of the Company as of December31,  2005, has the right to cause the Company to purchase all,but not less than all, of his outstanding Class B Units during a 90 dayperiod beginning on February  19,  2006 in accordance witha specified calculation as defined in the Operating Agreement. The putright valued at $2,430,000 expires at the end of the 90 day period. Mr.Berger has indicated that he will not exercise the put. As ofDecember  31,  2005, the Company recorded the estimatedincrease in the redemption amount of such Class B Units subject to putrights of $2,430,000 as a reduction of members’ equity. Therewere no new Class B Units issued in 2004 or2005.

15.    Related Party Transactions

In connectionwith the Mafco acquisition, senior management of the Company canceledtheir vested options in the Predecessor Company. The Company'smajority member, SpectaGuard Holding Corporation, is obligated toreturn to members of senior management the amount of deferred paymenttotaling $16,251,000 including estimated taxes, in periods ranging fromthree to five years. This amount has been recorded at its present valueand is included on the accompanying consolidated balance sheets in dueto affiliates. The Company is obligated to reimburse SpectaGuardHolding Corporation for all costs and expenses incurred in connectionwith its performance under the Amended and Restated ManagementAgreement between SpectaGuard and SpectaGuard Holding Corporation datedas of August  2,  2004 including amounts of such deferredpayments to senior management.

Mr. Berger’s employmentagreement was amended on February  17,  2006. The amendmentmodifies the payment terms applicable to a special payment payable toMr.  Berger in the approximate amount of $7,000,000 (with agross-up payment to the extent that the special payment is taxed at arate higher than the highest federal capital gains rate) previouslypayable to Mr.  Berger on February  19,  2006.Specifically, the amendment modifies the timing of the payment suchthat $1,000,000 of the special payment was paid to Mr.  Berger onFebruary  17,  2006 and the balance of the special paymentis payable on April  28,  2006 (in each instance, with agross-up payment to the extent that the special payment is taxed at arate higher than the highest federal capital gainsrate).

F-22

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AlliedSecurity Holdings LLCNotes to Consolidated FinancialStatements (Continued) December 31,2005

Gryphon Investors, Inc.(‘‘Gryphon’’) charged the PredecessorCompany an administrative fee for management services that Gryphonperformed on behalf of the Predecessor Company. The total expenseincurred by the Predecessor Company related to this fee for the periodfrom January  1,  2003 through February  18,2003 was approximately $96,000 which has been included in branch andcorporate overhead expenses on the consolidated statements ofoperations.

The Predecessor Company reimbursed Gryphon forcertain costs that Gryphon incurred in connection with its services tothe Predecessor Company. The amount reimbursed for the period fromJanuary  1,  2003 through February  18,  2003was $92,000.

The Predecessor Company had a note receivable froman executive and stockholder in the amount of approximately $268,000plus interest payable of 10%. The loan was settled andsubsequently paid on February  19,  2003 in conjunctionwith the sale of the Predecessor Company. (See Note 4.)

Mafco isthe controlling stockholder of each of Revlon, Inc. and Panavision Inc.and as of December  31,  2005, beneficially ownedapproximately 38% of the outstanding common stock of M & FWorldwide. As of December  31,  2005 a subsidiary of Mafcowas the managing member of AM General LLC. The rates charged for theseservices were competitive with industry rates for similarly situatedsecurity firms.

During fiscal 2005 and fiscal 2004, we providedcontract security officer services to Revlon, Inc. and itssubsidiaries. For fiscal 2005 and fiscal 2004, we received aggregatepayments from Revlon, Inc. for such services of $1,010,000 and$400,000, respectively.

During fiscal 2005 and fiscal 2004, weprovided contract security officer services to Panavision Inc. and itssubsidiaries. For fiscal 2005 and fiscal 2004, we received aggregatepayments from Panavision Inc. for such services of $150,000 and$140,000, respectively.

During fiscal 2005 and fiscal 2004, weprovided contract security officer services to M & F WorldwideCorp. and its subsidiaries. For fiscal 2005 and fiscal 2004, wereceived aggregate payments from M & F Worldwide Corp. for suchservices of $510,000 and $270,000, respectively.

During fiscal2005, we provided contract security officer services to AM General LLCand its subsidiaries. For fiscal 2005, we received aggregate paymentsfrom AM General LLC for such services of $600,000.

16.    Leases

The Company has commitments under operatingleases for certain equipment and facilities used in its operations.Total rental expense for the years ended December  31,2005 and 2004, the period from February  19,  2003 throughDecember  31,  2003, and for the period from January1,  2003 through February  18,  2003, wasapproximately $6,673,000, $5,171,000, $3,085,000, and $402,000,respectively. Future minimum rental payments required under thoseoperating leases that have an initial or remaining noncancelable leaseterm in excess of one year are as follows (inthousands):

|            |  |        |        |        |  |  |
|------------|--|--------|--------|--------|--|--|
| 2006       |  | $      | 7,519  |   |
| 2007       |  |   | 5,285  |   |
| 2008       |  |   | 3,575  |   |
| 2009       |  |   | 2,265  |   |
| 2010       |  |   | 1,467  |   |
| Thereafter |  |   | 510    |   |
| Total      |  | $      | 20,621 |   |
|            |

F-23

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ALLIEDSECURITY HOLDINGS LLC

SCHEDULE II — VALUATIONAND QUALIFYINGACCOUNTS

|                                                      |  |                             |         |                                     |  |            |        |                        |  |        |        |         |  |        |        |        |  |  |
|------------------------------------------------------|--|-----------------------------|---------|-------------------------------------|--|------------|--------|------------------------|--|--------|--------|---------|--|--------|--------|--------|--|--|
|                                                 |  | BalanceatBeginning ofPeriod |         | AdditionsChargedtoCosts andExpenses |  | Deductions |        | Balance atEndof Period |
|                                                 |  |                        |         | (InThousands)                       |  |       |
| Period fromJanuary  1,  2003 to February  18,2003:   |  |                        |    |                                |  |       |   |                   |  |   |   |    |  |   |   |   |
| Allowancefor doubtfulaccounts                        |  | $                           | 1,706   |                                |  |       | 160    |                   |  |   | (6     | )  |  | $      | 1,860  |   |
| Periodfrom February  19,  2003 to December  31,2003: |  |                        |    |                                |  |       |   |                   |  |   |   |    |  |   |   |   |
| Allowancefor doubtful accounts (a)                   |  | $                           | — |                                |  |       | 1,502  |                   |  |   | (219   | )  |  | $      | 1,283  |   |
| Yearended December  31,2004:                         |  |                        |    |                                |  |       |   |                   |  |   |   |    |  |   |   |   |
| Allowancefor doubtfulaccounts                        |  | $                           | 1,283   |                                |  |       | 648    |                   |  |   | (538   | )  |  | $      | 1,393  |   |
| Yearended December  31,2005:                         |  |                        |    |                                |  |       |   |                   |  |   |   |    |  |   |   |   |
| Allowancefor doubtfulaccounts                        |  | $                           | 1,393   |                                |  |       | 806    |                   |  |   | (322   | )  |  | $      | 1,877  |   |
|                                                      |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Beginningbalance is $0 as a result of a change in ownership related to the Mafcoacquisition as discussed in Note 1 to the Consolidated FinancialStatements. |

F-24

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