Exhibit 10.13





ALLIEDBARTON SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN









EFFECTIVE AS OF JANUARY 1, 2005











TABLE OF CONTENTS

|   |                                                                             |                                                                  |     
|-- | --------------------------------------------------------------------------- | ---------------------------------------------------------------- | ----
|   |                                                                             |                                                                  | Page
|1. | DEFINITIONS                                                                 | 1                                                               
|   | 1.1.                                                                        | Account                                                        | 1   
|   | 1.2.                                                                        | Annual Award                                                   | 1   
|   | 1.3.                                                                        | Beneficiary                                                    | 1   
|   | 1.4.                                                                        | Board                                                          | 1   
|   | 1.5.                                                                        | Cause                                                          | 1   
|   | 1.6.                                                                        | Change in Control                                              | 2   
|   | 1.7.                                                                        | Code                                                           | 2   
|   | 1.8.                                                                        | Company                                                        | 2   
|   | 1.9.                                                                        | Compensation Committee                                         | 3   
|   | 1.10.                                                                       | Effective Date                                                 | 3   
|   | 1.11.                                                                       | Eligible Employee                                              | 3   
|   | 1.12.                                                                       | ERISA                                                          | 3   
|   | 1.13.                                                                       | Investment Account                                             | 3   
|   | 1.14.                                                                       | LLC Agreement                                                  | 3   
|   | 1.15.                                                                       | Non-Competition Restriction                                    | 3   
|   | 1.16.                                                                       | Non-Solicitation Restriction                                   | 4   
|   | 1.17.                                                                       | Participant                                                    | 4   
|   | 1.18.                                                                       | Period of Vesting Service                                      | 4   
|   | 1.19.                                                                       | Plan                                                           | 5   
|   | 1.20.                                                                       | Plan Administrator                                             | 5   
|   | 1.21.                                                                       | Plan Year                                                      | 5   
|   | 1.22.                                                                       | Retirement Benefit Guidelines                                  | 5   
|   | 1.23.                                                                       | Separation from Service                                        | 5   
|2. | PLAN PARTICIPATION, CREDITS TO PARTICIPANT ACCOUNTS; NATURE OF
				ACCOUNTS | 5                                                               
|   | 2.1.                                                                        | Annual Awards                                                    | 5   
|   | 2.2.                                                                        | Establishment of Notional Accounts, Credits to Notional Accounts | 6   
|   | 2.3.                                                                        | Nature of Accounts; Claim to Assets                              | 6   
|3. | ADJUSTMENT TO ACCOUNTS                                                      | 7                                                               
|   | 3.1.                                                                        | Earnings Adjustments                                             | 7   
|   | 3.2.                                                                        | Distribution Adjustments                                         | 8   
|   | 3.3.                                                                        | Forfeiture of Accounts                                           | 8   
|   | 3.4.                                                                        | Account Statements                                               | 9   
|4. | VESTING                                                                     | 9                                                               
|   | 4.1.                                                                        | General Rule                                                     | 9   
|   | 4.2.                                                                        | Vesting Upon Death                                               | 9   
|   | 4.3.                                                                        | Vesting Upon a Change in Control                                 | 9   













|   |                                  |                                                                                         |   
|-- | -------------------------------- | --------------------------------------------------------------------------------------- | --
|   |                                  |                                                                                         |   
|5. | BENEFITS                         | 10                                                                                     
|   | 5.1.                             | Form, Timing and Amount of Benefits                                                     | 10
|   | 5.2.                             | Withholding of Taxes                                                                    | 10
|   | 5.3.                             | Repayment of Benefits                                                                   | 10
|6. | NON-ASSIGNABILITY CLAUSE         | 10                                                                                     
|   | 6.1.                             | General Provision                                                                       | 10
|   | 6.2.                             | Exception for Certain Court Orders                                                      | 11
|7. | ADMINISTRATION                   | 11                                                                                     
|   | 7.1.                             | Plan Administrator                                                                      | 11
|   | 7.2.                             | Administration Procedures                                                               | 11
|   | 7.3.                             | Claim Procedures                                                                        | 12
|   | 7.4.                             | Plan Expenses                                                                           | 12
|8. | AMENDMENT OR TERMINATION OF PLAN | 13                                                                                     
|   | 8.1.                             | Right to Amend                                                                          | 13
|   | 8.2.                             | Right to Terminate                                                                      | 13
|   | 8.3.                             | Status of the Plan Under ERISA; Automatic Termination                                   | 13
|   | 8.4.                             | Effect of Termination                                                                   | 13
|9. | MISCELLANEOUS                    | 13                                                                                     
|   | 9.1.                             | No Contract of Employment                                                               | 13
|   | 9.2.                             | No Impact on Terms and Conditions of Employment                                         | 13
|   | 9.3.                             | Severability of Provisions                                                              | 14
|   | 9.4.                             | Relationship to Other Benefits                                                          | 14
|   | 9.5.                             | Heirs, Assigns and Personal Representatives                                             | 14
|   | 9.6.                             | Headings and Captions                                                                   | 14
|   | 9.7.                             | Gender and Number                                                                       | 14
|   | 9.8.                             | Payments to Minors, etc.                                                                | 14
|   | 9.9.                             | Method of Payment of Benefits                                                           | 14
|   | 9.10.                            | Limitation on Benefits                                                                  | 14
|   | 9.11.                            | Party Responsible for Payment of Benefits                                               | 14
|   | 9.12.                            | Protection of the Compensation Committee and the Plan Administrator                     | 15
|   | 9.13.                            | Reliance by the Compensation Committee on Recommendations by the
				Plan Administrator | 15
|   | 9.14.                            | No Third Party Beneficiaries                                                            | 15
|   | 9.15.                            | Governing Law                                                                           | 15

















PREAMBLE

Allied Security Holdings LLC hereby establishes the AlliedBarton
		Supplemental Executive Retirement Plan, effective as of January 1, 2005.
		 The purpose of this plan is to attract and retain senior level employees
		by providing for the payment, subject to vesting requirements, of incentive
		awards, retention awards and other similar awards as deferred compensation to
		such employees following their termination of employment.  The Plan also
		provides for the payment of death benefits with respect to participating
		employees who have received such awards.













1.

DEFINITIONS



1.1.

Account shall, with respect to any given Participant,
		have the meaning provided under Section 2.2  .



1.2.

Annual Award shall, with respect to any given Eligible
		Employee, and with respect to any given Plan Year, have the meaning provided
		under Section 2.1.



1.3.

Beneficiary shall, with respect to any given
		Participant, mean the person, persons or trust or trusts designated by the
		Participant by written notice to the Plan Administrator, with respect to whom
		such person, persons, trust or trusts (as the case may be) is to receive any
		payment provided for in the Plan in the event of the death of such Participant
		prior to the receipt thereof by such Participant.  A Participant may also
		designate a contingent Beneficiary to receive benefits under the Plan in the
		event that the primary Beneficiary does not survive the Participant.  In
		the case of a married Participant, (i) there is no requirement that such
		persons spouse must be such Participants Beneficiary and
		(ii) the consent of such spouse is not required in order to name someone
		other than the spouse as the Beneficiary.  If and to the extent that a
		Participant has made no such designation and no such designation shall be in
		force and effect at the time of a  payment under the
		Plan, such Participants Beneficiary shall be (i) if such Participant
		shall have a spouse, such Participants spouse and (ii) if not, the
		executors or administrators of such Participants estate.  The last
		such written Beneficiary designation received by the Plan Administrator prior
		to the Participants death shall govern.



1.4.

Board shall mean the Board of Managers (or other
		governing body) of the Company.



1.5.

Cause shall, with respect to any given Participant,
		mean the occurrence of any one of the following:

(a)

gross negligence by such Participant in the performance of such
		persons duties and responsibilities (other than any such fiduciary
		duties) with respect to the Company,

(b)

any breach by such Participant of such persons fiduciary duties to
		the Company, which breach continues for a period of thirty (30) days after
		written notice of such failure is given to the Participant and which breach has
		a material adverse effect on the Companys operations, prospects,
		reputation or business,

(c)

any intentional act or acts or omission or omissions (other than acts or
		omissions involving business judgment) by such Participant that have a material
		adverse effect on the Companys operations, prospects, reputation or
		business,

(d)

such Participants willful failure or refusal to comply with lawful
		directives of the Board not cured within thirty (30) days after written notice,

(e)

the conviction of such Participant for a felony involving dishonesty by
		such person,







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(f)

fraud or embezzlement involving assets of the Company or other material
		misappropriation of the Companys assets or funds, or

(g)

in the event that such Participant has an employment contract with the
		Company, any breach by such Participant of any confidentiality requirements,
		non-competition restrictions or non-solicitation restrictions contained
		therein.



1.6.

Change in Control means the occurrence of any of the
		following events:

(a)

a sale of all or substantially all of the assets of the Company
		Offeror (as defined in the LLC Agreement) to a Third Party
		(as defined in the LLC Agreement);

(b)

the failure of Mafco (as defined in the LLC Agreement)
		 and the Permitted Transferees of the Company (as defined in
		the LLC Agreement), collectively, to (directly or indirectly) maintain
		beneficial ownership (as defined in Rule 13d-3 (Rule
		13d-3) of the Securities Exchange Act of 1934, as amended) of securities
		of the Company Offeror representing at least twenty percent (20%) of the
		combined ordinary voting power of the Company Offerors then outstanding
		securities that are entitled to vote generally; or

(c)

(i) the failure of Mafco and the Permitted Transferees of the
		Company, collectively, to (directly or indirectly) maintain beneficial
		ownership of securities of the Company Offeror representing at least fifty
		percent (50%) of the combined ordinary voting power of the Company
		Offerors then outstanding securities that are entitled to vote generally
		and (ii) any person (as defined in Rule 13d-3) or
		persons acting in concert, is or becomes the beneficial owner,
		directly or indirectly, of securities of the Company Offeror representing a
		greater percentage of the combined ordinary voting power of the Company
		Offerors then outstanding securities that are entitled to vote generally
		than owned by Mafco and the Permitted Transferees of the Company, collectively.



1.7.

Code shall mean the Internal Revenue Code of 1986 as
		the same presently exists, and as it may hereafter be amended or clarified by
		regulations, rulings, notices or other publications of the Internal Revenue
		Service having legal effect.



1.8.

Company shall:

(a)

for purposes of Sections 1.4, 2.3 and 3.1(a), and Article 5, mean
		Allied Security Holdings LLC, a Delaware limited liability company, or any
		legal successor thereto, and

(b)

for all other purposes under the Plan, mean Allied Security Holdings LLC
		(or any legal successor thereto), together with all other entities which:

(i)

are directly or indirectly owned by Allied Security Holdings LLC
		(or any legal successor thereto), and,







3



(ii)

would, together with Allied Security Holdings LLC (or any legal successor
		thereto), be treated as a single employer pursuant to the
		provisions of Sections 414(b) or (c) of the Code, if 50% was
		substituted for 80% in applying such Code provisions.



1.9.

Compensation Committee shall mean the Compensation
		Committee of the Board.



1.10.

Effective Date shall mean January 1, 2005.



1.11.

Eligible Employee shall mean any individual who:

(a)

provides services to the Company as a full-time employee or officer,

(b)

holds the title of Senior Vice President or higher of the
		Company (or is in such other employee category as is established by the Plan
		Administrator, in the Plan Administrators sole and absolute discretion),

(c)

meets all other requirements as may be established by the Plan
		Administrator, in the Plan Administrators sole and absolute discretion,
		and

(d)

is determined by the Plan Administrator to be member of a select
		group of management or highly compensated employees, within the meaning
		of Sections 201, 301 and 401 of ERISA.



1.12.

ERISA shall mean the Employee Retirement Income
		Security Act of 1974, as the same presently exists, and as it may hereafter be
		amended or  clarified by regulations, rulings,
		notices or other publications of the Department of Labor having legal effect.



1.13.

Investment Account shall have the meaning provided
		under Section 3.1(a).



1.14.

LLC Agreement shall mean the Operating Agreement of
		Allied Security Holdings LLC, as amended from time to time.



1.15.

Non-Competition Restriction shall, with respect to any
		given Participant, mean that for a period of six months following such
		persons Separation from Service such Participant will not, directly or
		indirectly, whether as a principal, agent, officer, director, employee,
		consultant, lender or otherwise, for himself or in association with or for the
		benefit of any other person, firm or entity, own, become interested in or
		become involved in any manner in any proprietorship, partnership, corporation,
		firm or other entity which, as part of its business, is engaged in:

(a)

the sale, solicitation, bid or performance of any security,
		security guard or investigative service anywhere within a fifty mile radius of
		any city in which such Participant had conducted business prior to such
		Separation from Service, or







4



(b)

any other business activities which are, from time to time during such
		six month period, being engaged in by the Company;

provided, however, that, in each such case, such
		Participant shall in all events be permitted to own less than 2% of the issued
		and outstanding stock in a publicly held entity, as long as the ownership of
		such stock is for investment purposes only.



1.16.

Non-Solicitation Restriction shall, with respect to
		any given Participant, mean that for a period of six months following such
		persons Separation from Service, such Participant will not:

(a)

directly or indirectly, induce, solicit or attempt to influence any
		employee, agent or representative of the Company to leave the employ of the
		Company; or

(b)

directly or indirectly, request, advise or suggest to any present or past
		customer of the Company to withdraw, curtail or cancel any business with the
		Company, or otherwise solicit any such present or past customer of the Company
		to terminate, reduce or otherwise alter, to the Companys detriment, its
		relationship with the Company.



1.17.

Participant shall mean each Eligible Employee for whom
		an Account is then maintained.



1.18.

Period of Vesting Service shall, with respect to any
		given Participant, mean the period (measured in whole months):

(a)

beginning on the first day of the month coincident with or next following
		such persons initial date of employment with the Company, and

(b)

ending on the last day of the month coincident with or next following
		such persons Separation from Service

provided, however, that (i) in the event that a Participant was employed
		by a predecessor employer which was acquired by the Company, such persons
		initial date of employment for purposes of applying the foregoing clause
		(a) shall be deemed to occur no earlier than the date of the
		Companys acquisition of such predecessor employer and (ii) a
		Participants Period of Vesting Service shall in no event include any
		periods of time prior to March 1, 2003 or any periods of time (whether
		before, on or after March 1, 2003) during which such person is not described in
		clause (b) of Section 1.11.

In the event that a Participant has a Separation from Service and is
		thereafter reemployed by the Company, such persons Period of Vesting
		Service prior to such reemployment shall be disregarded for all purposes of the
		Plan, except to the extent provided to the contrary by the Plan Administrator,
		in the Plan Administrators sole and absolute discretion.









5



1.19.

Plan shall mean the AlliedBarton Supplemental
		Executive Retirement Plan, as set forth herein and as amended from time to
		time.



1.20.

Plan Administrator shall mean the person or persons
		(or committee) as shall, from time to time, be so designated by the
		Compensation Committee.



1.21.

Plan Year shall mean the calendar year.



1.22.

Retirement Benefit Guidelines shall mean those
		guidelines set out in Appendix I to the Plan which guidelines (i) may, but need
		not, be used for the purposes set out in Section 2.1(d) and (ii) shall not be
		binding upon the Company, the Compensation Committee or the Plan Administrator
		for any purposes whatsoever under the Plan.



1.23.

Separation from Service shall, with respect to any
		given Participant, mean such persons termination of employment with the
		Company, whether on account of voluntary or involuntary termination, death,
		disability or otherwise.



2.

PLAN PARTICIPATION, CREDITS TO PARTICIPANT ACCOUNTS; NATURE OF
		ACCOUNTS



2.1.

Annual Awards

(a)

Employees Eligible for Award for Any Given Plan Year; Determining
		Amount of Award for Any Given Plan Year.  The Compensation Committee
		shall, in its sole and absolute discretion, separately determine for each Plan
		Year:

(i)

those Eligible Employees, if any, who will be granted an award (the
		Annual Award) for that Plan Year, and

(ii)

the amount of the Annual Award to be so granted to each such Eligible
		Employee for such Plan Year;

provided, however, that an Eligible Employee who has had a
		Separation from Service at any time during any given Plan Year shall in no
		event be granted an Annual Award with respect to such Plan Year.

(b)

Timing of Determinations.  With respect to the Plan Year
		ending December 31, 2005, all determination by the Compensation Committee under
		the foregoing subsection (a) shall be made as soon as practicable following
		December 31, 2006, but in no event later than March 31, 2007.  With
		respect to any given Plan Year ending on or after December 31, 2006, all
		determinations by the Compensation Committee under the foregoing subsection (a)
		with respect to such Plan Year shall be made as soon as practicable following
		the last day of such Plan Year, and in no event later than March
		31st of the subsequent Plan Year.







6



(c)

Date Annual Awards Are Considered Granted.   All Annual
		Awards determined by the Compensation Committee with respect to the Plan Year

ending December 31, 2005 shall be deemed granted as of December 31, 2006.
		 All Annual Awards granted by the Compensation Committee with respect to
		any given Plan Year ending on or after December 31, 2006 shall be deemed
		granted as of such date, no earlier than the last day of such Plan Year and no
		later than April 30th of the next following Plan Year, as shall be determined
		by the Compensation Committee, in its sole and absolute discretion;
		provided, however, that in the event that the Compensation
		Committee fails to make such a determination with respect to the Annual Awards
		for any such given Plan Year, all Annual Awards with respect to such Plan Year
		shall be deemed granted on April 30th of the next following Plan Year.

(d)

Recommendation by the Plan Administrator.  Prior to making
		its determination for any given Plan Year, the Compensation Committee may, but
		in no event is required to, take into account any recommendations which may be
		made by the Plan Administrator regarding (a) those Eligible Employees who
		should receive an Annual Award for such Plan Year and (b) the amount of the
		Annual Award which should be granted to each such Eligible Employee for such
		Plan Year.  In making its recommendation, the Plan Administrator may, but
		need not, take into account the application of the Retirement Benefit
		Guidelines with respect to such Eligible Employees.  For the avoidance of
		doubt, and notwithstanding any other provision of the Plan to the contrary, an
		Eligible Employee who is the Plan Administrator (or is serving on any committee
		which has been designated by the Compensation Committee as the Plan
		Administrator) shall be permitted to participate in making any such
		recommendation with respect to him or herself.



2.2.

Establishment of Notional Accounts, Credits to Notional Accounts.
		 With respect to each Eligible Employee, an Account shall be established
		under the Plan, effective as of the date, determined pursuant to Section
		2.1(c), that the first Annual Award is considered granted to such person.
		 Such Account shall, as provided in Section 2.3, be only a notional
		account.  The amount to be credited to the Eligible Employees
		Account for any given Plan Year shall be the amount of such Eligible
		Employees Annual Award, if any, for such Plan Year.  An Eligible
		Employees Annual Award with respect to any given Plan Year shall,
		regardless of when the amount of such award is in fact determined, be deemed
		credited to such persons Account as of the date determined pursuant to
		Section 2.1(c).



2.3.

Nature of Accounts; Claim to Assets.  Notwithstanding any of
		the foregoing provisions of this Article II, or of any other provision of
		the Plan to the contrary, no Participant (nor any Beneficiary of a Participant)
		shall at any time be considered the owner of (or otherwise have any legal
		interest in) the Account established and maintained with respect to such
		Participant.  Rather, such Account is a notional account only, maintained
		solely to establish the amount otherwise payable by the Company to such
		Participant (or such Participants Beneficiary) under the Plan.  All
		benefits otherwise payable to any Participant, or Beneficiary, shall be payable
		solely from the general assets of the Company, and to that extent, each
		Participant and Beneficiary shall be a general creditor of the Company.
		 In connection therewith,







7



(a)

any investments, which are, or may be, made by the Company so as to
		provide a source for the future payment of benefits under the Plan, and

(b)

all income attributable to such investments, if any,

shall remain at all times solely the property and rights of the Company
		(without being restricted to the provision of benefits under the Plan), subject
		only to the claims of the Companys general creditors.



3.

ADJUSTMENT TO ACCOUNTS



3.1.

Earnings Adjustments.

(a)

Establishment of Investment Account.  The Compensation
		Committee may, in its sole discretion, establish an investment account with
		respect to the Plan (the Investment Account), which account
		shall be under the investment direction of such investment advisors and
		investment managers as may, from time to time be designated (or otherwise
		appointed) by the Compensation Committee for such purpose.  Although the
		Investment Account, to the extent in fact established by the Compensation
		Committee, is to be maintained with respect to the Plan, the Investment Account
		shall be maintained in the name of the Company and, in connection therewith:

(i)

all benefits otherwise payable to any Participant, or Beneficiary, shall
		be payable solely from the general assets of the Company, and to that extent,
		each Participant and Beneficiary shall be a general creditor of the Company,

(ii)

any Participant or Beneficiary shall have no claim or right to any of the
		assets held in the Investment Account (including, for the avoidance of doubt,
		for all purposes of this subsection (a), any portion of such assets which may
		be attributable to investment gains), other than any claim which such person
		may otherwise have as a general creditor of the Company,

(iii)

all assets held in the Investment Account shall remain at all times
		solely the property of the Company (without being restricted to the provision
		of benefits under the Plan), subject only to the claims of the Companys
		general creditors, and

(iv)

the Compensation Committee may at any time, and from time to time, and
		without any requirement of giving any notice whatsoever to Participants (or
		Beneficiaries) transfer assets out of the Investment Account, or terminate the
		Investment Account in its entirety.

(b)

Transferring Assets to the Investment Account.  To the extent
		determined by the Compensation Committee in its sole and absolute discretion,
		the Compensation Committee shall have the right, but not the obligation, with
		respect to any given Plan Year, to from time to time transfer to the Investment
		Account assets equal to all, or any portion, of the aggregate Annual Awards
		with respect to such Plan Year.  Any such transfer of assets with respect
		to the Annual Awards with respect to any given Plan Year shall be made no
		earlier than the date as of which such Annual Awards are deemed granted
		pursuant to Section 2.1(c).







8



(c)

Earnings Adjustment Based Upon Performance of the Investment
		Account.  To the extent that assets equal to all, or any portion, of
		any given Participants Annual Award for any given Plan Year are, pursuant
		to the foregoing provisions of this  Section 3.1, then held under the
		Investment Account, the Account established for such person shall, from time to
		time as determined by the Compensation Committee, in its sole discretion, be
		adjusted by the Compensation Committee (or by such other third party as may be
		appointed by the Compensation Committee, for such purpose) to reflect the
		actual investment performance, either positive or negative of the Investment
		Account for the period then ending.  The investment performance of the
		Investment Account shall be determined after taking into account the expenses,
		as determined by the Compensation Committee (or by such other third party as
		may be appointed by the Compensation Committee, for such purpose) of
		maintaining the Investment Account (including, for such purpose, the fees and
		expenses of any investment advisors, investment managers and any other third
		parties providing services in connection with the Investment Account).

(d)

Earnings Adjustment Based Upon Deemed Interest Rate.  To the
		extent that assets equal to all, or any portion, of any given
		Participants Annual Award for any given Plan Year are not, pursuant to
		the foregoing provisions of this Section 3.1, then held under the Investment
		Account, the Account established for such person shall,  from time to time
		as determined by the Compensation Committee, in its sole discretion, be
		increased so as to reflect a deemed interest adjustment, based upon
		a deemed interest rate of 7%; provided, however, that such an
		adjustment with respect to any given Plan Year shall in no event be made with
		respect to any periods prior to the date as of which such Participants
		Annual Award with respect to such Plan Year was deemed granted pursuant to
		Section 2.1(c).

(e)

Recommendations by the Plan Administrator.  Prior to making
		any determinations, making any selections or otherwise taking any other
		actions, under any of the foregoing provisions of this Section 3.1, the
		Compensation Committee may, but in no event is required to, take into account
		any recommendations which may be made by the Plan Administrator in connection
		therewith.



3.2.

Distribution Adjustments.  Each Participants Account
		shall be reduced for distributions made in accordance with the provisions of
		Article V.



3.3.

Forfeiture of Accounts.  Notwithstanding the foregoing
		provisions of this Article III, or any other provision of the Plan to the
		contrary:

(a)

in the event that a Participants Separation from Service is on
		account of the termination of such persons employment by the Company for
		Cause, such persons entire Account balance (including any portion which
		is then otherwise vested pursuant to the provisions of Article 4) shall be
		forfeited, and neither the Participant (nor any other person) shall thereupon
		be entitled to any benefits under the Plan, and







9



(b)

in the event that, following a Participants Separation from Service
		for any other reason, such person fails to comply with the Non-Competition
		Restrictions or the Non-Solicitation Restrictions, the Plan Administrator shall
		have the authority, in the Plan Administrators sole and absolute
		discretion, to forfeit all (or any portion) of such persons entire
		Account balance (including any portion which is then otherwise vested pursuant
		to the provisions of Article 4), and the amount of the benefit (if any) to
		which the Participant (or any other person) shall thereupon be entitled to
		under the Plan shall be determined solely with reference to the portion of such
		Account balance, to the extent otherwise vested, which has not been so
		forfeited (as thereafter adjusted pursuant to the provisions of
		Section 3.1).



3.4.

Account Statements.  Each Participant shall, at least
		annually, receive a statement showing such persons Account Balance.
		    The amounts shown
		on each such statement (including, for the avoidance of doubt, all earnings
		adjustment reflected therein) shall be final and conclusive for all purposes of
		the Plan.



4.

VESTING



4.1.

General Rule.  Each Participant shall initially be 0% vested
		in the Account established for such person under the Plan and, except as
		otherwise provided in this Article IV, shall become vested in such Account
		in accordance with the following schedule:

|                          |                  
|------------------------- | -----------------
|Period of Vesting Service | Vested Percentage
|less than 12 months       | 0%               
|between 12 and 23 months  | 15%              
|between 24 and 35 months  | 30%              
|between 36 and 47 months  | 45%              
|between 48 and 59 months  | 65%              
|60 or more months         | 100%             





4.2.

Vesting Upon Death.   Notwithstanding the foregoing
		provisions of Section 4.1, a Participant who has a Separation from Service on
		account of death shall thereupon be 100% vested in such persons Account.



4.3.

Vesting Upon a Change in Control.  Notwithstanding the
		foregoing provisions of Section 4.1, a Participant who remains employed by
		the Company (or by any affiliate of the Company) at the time of the occurrence
		of a Change in Control shall thereupon be 100% vested in such persons
		Account.









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5.

BENEFITS



5.1.

Form, Timing and Amount of Benefits.  No later than March
		15th following the last day of the Plan Year in which a Participant
		has a Separation from Service (but in no event earlier than the lapse of the
		Non-Competition Restriction and Non-Solicitation Restriction with respect to
		such Participant), there shall be paid to such Participant (or, in the case of
		such Participants death, to such Participants Beneficiary) in a
		single lump sum, an amount equal to the product of (a) the amount then
		credited to such Participants Account (determined after applying the
		provisions of Sections 2.2, 3.1, 3.2 and 3.3), as of the date as of which
		such distribution is processed, multiplied by (b) such Participants
		vested percentage determined under Article IV; provided,
		however, that a payment to any Participant shall only be made following
		such Participants written acknowledgement, in such form as shall be
		prescribed by the Plan Administrator for such purpose, of the Plan
		Administrators rights under Section 5.3.  Upon the making of
		such payment, neither the Participant nor Beneficiary, as the case may be,
		shall be entitled to any further benefits under the Plan.
		  Notwithstanding the foregoing provisions of
		this Section 5.1, or any other provision of the Plan to the contrary, the
		amount of benefits paid pursuant to the Plan shall not exceed $5,000,000 with
		respect to any given Participant, nor $12,500,000 with respect to all
		Participants in the aggregate, without the prior written authorization of the
		Compensation Committee; provided that the Compensation Committee will review
		such limits on or before December 31, 2014 (but is under no legal obligation
		whatsoever to increase either or both of such limits).  For the avoidance
		of doubt, any amounts which would otherwise be payable to any given
		Participants Beneficiary (or to any other person pursuant to the
		provisions of Section 6.2 of the Plan) shall be deemed to be amounts otherwise
		payable to such Participant, for purposes of applying the limitations of the
		preceding sentence.



5.2.

Withholding of Taxes.  The Company may deduct or withhold
		from any payments to be made under the Plan any Federal, state, local income or
		employment taxes as required under applicable laws to be withheld (including
		under Code Section 409A), or may instead require the Participant or
		Beneficiary, as the case may be, to pay any such amount, or the balance of any
		such amount.



5.3.

Repayment of Benefits.  In the event that, following the
		payment to a Participant pursuant to the foregoing Section 5.1, the
		Company determines that such person in fact failed to comply with the
		Non-Competition Restrictions or the Non-Solicitation Restrictions, the Plan
		Administrator shall have the right, in the Plan Administrators sole and
		absolute discretion, to demand that such Participant repay to the Company in
		cash the entire amount previously so distributed to such person, together with
		all costs and expenses (including reasonable attorneys fees) incurred by
		the Company is obtaining such repayment.



6.

NON-ASSIGNABILITY CLAUSE



6.1.

General Provision.  Except as may be otherwise provided in
		Section 6.2, and except as otherwise permitted by applicable law, neither
		the Participant nor any other person shall have any right to commute, sell,
		assign, pledge, transfer or otherwise convey or encumber the right to receive
		any payments hereunder, which payments and rights thereto are expressly
		declared to be unassignable and non-  transferable,
		nor shall any unpaid benefits be subject to attachment, garnishment or
		execution for the payment of any debts, judgments, alimony or separate
		maintenance owed by the Participant or any other person or be transferable by
		operation of law in the event of bankruptcy or insolvency of the Participant or
		any other person.







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6.2.

Exception for Certain Court Orders.  Notwithstanding the
		foregoing Section 6.1, payment shall be made in accordance with the
		provisions of any judgment, decree, or order which:

(a)

creates for, or assigns to, a spouse, former spouse, child or other
		dependent of a Participant the right to receive all or a portion of the
		Participants benefits under the Plan for the purpose of providing child
		support, alimony payments or marital property rights to that spouse, child or
		dependent,

(b)

is made pursuant to a State domestic relations law,

(c)

does not require the Plan to provide any type of benefit, or any option,
		not otherwise provided under the Plan, and

(d)

meets the requirements, as established by the Plan Administrator, for a
		qualified domestic relations order.

All determinations as to whether a judgment, decree or order is a
		qualified domestic relations order shall be made solely by the Plan
		Administrator.  Any payment pursuant to this Section 6.2 shall be
		reduced by all amounts which the Company may be required to withhold under
		applicable Federal, state or local law.



7.

ADMINISTRATION



7.1.

Plan Administrator.  The Plan shall be administered by the
		Plan Administrator.  All aspects of Plan administration shall be the
		 responsibility of the Plan Administrator, except any
		such responsibilities which may be specifically delegated to other persons or
		entities in accordance with provisions herein.



7.2.

Administration Procedures.  The Plan Administrator shall have
		discretionary authority based on a reasonable interpretation of the Plan to
		determine the eligibility for benefits and the amount of benefits payable under
		the Plan, and shall  
		have discretionary authority to construe all terms of the Plan, including
		uncertain terms, to determine questions of fact and law arising under the Plan
		and to make such rules as may be necessary for the administration of the Plan.
		 Any determination by the Plan Administrator (including, but not limited
		to, any determination made pursuant to Section 6.2 or Section 7.3)
		shall be given deference in the event it is subject to judicial review, and
		shall be overturned only if it is arbitrary and capricious or an abuse of
		discretion, and shall, in all events, be final, conclusive and binding, to the
		maximum extent permitted by  law, on all Eligible
		Employees, Participants, Beneficiaries and all other persons who may claim
		entitlement to benefits under the Plan.









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7.3.

Claim Procedures.

(a)

The Plan Administrator shall establish procedures for filing claims for
		benefits and for the appeal and review of claims for benefits which have been
		denied.

(b)

If a Participant or Beneficiary (or any other person claiming an
		entitlement  to benefits under the Plan (hereinafter referred to as
		Claimant) is denied any benefits under the Plan, either partially
		or in total, no later than 90 days after the receipt of such persons
		claim by the Plan Administrator (or within 180 days, if special circumstances
		require an extension of time for processing the claim and if written notice of
		such extension and circumstances is given to such person within the initial
		90-day period), the Plan Administrator shall advise the Claimant in writing of
		the method of computation of such persons benefit and the specific reason
		for the denial.  The Plan Administrator shall also furnish the Claimant at
		that time with:

(i)

a specific reference to pertinent Plan provisions, if any,

(ii)

a description of any additional material or information needed for the
		Claimant to perfect such persons claim and the reason why such additional
		material or information is necessary, and

(iii)

an explanation of the Plans claim review procedure.

(c)

Within 90 days of receipt of the information stated in subsection
		(b) above, the Claimant shall, if such person desires further review, file
		a written request for reconsideration with the Plan Administrator.

(d)

So long as the Claimants request for review is pending (including
		the 90 day period in subsection (c) above), the Claimant or such
		persons duly authorized representative may review pertinent Plan
		documents and may submit issues and comments in writing to the Plan
		Administrator.

(e)

A final and binding decision shall be made by the Plan Administrator
		within 60 days of the filing by the Claimant of such persons request for
		reconsideration; provided, however, that if the Plan Administrator, in its
		discretion, feels that a hearing with the Claimant or such persons
		representative present is necessary or desirable, this period shall be extended
		an additional 60 days, but only so long as written notice of such extension and
		the reason therefore is given to such person within the initial 60-day period.

(f)

The Plan Administrators decision on reconsideration shall be
		conveyed to the Claimant in writing and shall include specific reasons for the
		decision, written in a manner calculated to be understood by the Claimant, with
		specific references to the pertinent Plan provisions on which the decision is
		based.



7.4.

Plan Expenses.  Except as otherwise provided to the contrary
		elsewhere in the Plan, all expenses related to the operation of the Plan shall
		be paid by the Company.









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8.

AMENDMENT OR TERMINATION OF PLAN



8.1.

Right to Amend.  The provisions of the Plan may be amended at
		any time and from time to time by the Compensation Committee; provided,
		however, that no amendment shall affect the rights of a Participant or a
		Beneficiary to the receipt of benefits with respect to any amounts credited to
		such persons Account before the time of the amendment; provided,
		however, that the Compensation Committee shall, in all events, have the
		right to amend or terminate on a prospective basis the application of the
		provisions of Section 3.1.



8.2.

Right to Terminate.  The Compensation Committee may, in its
		sole discretion, and for any reason (or no reason whatsoever), terminate the
		Plan at any time; provided, however, that no termination shall
		(except as otherwise provided under Section 8.4, regarding acceleration of
		payment of benefits on Plan termination) affect the rights of a Participant or
		a Beneficiary to the receipt of benefits with respect to any amounts credited
		to such persons Account before the time of the termination.



8.3.

Status of the Plan Under ERISA; Automatic Termination.  The
		Plan is intended to provide benefits solely for management or highly
		compensated employees, within the meaning of Sections 201, 301 and
		401 of ERISA, and therefore to  be exempt from the
		provisions of Parts 2, 3 and 4 of Title I of ERISA.  Accordingly, the Plan
		shall automatically terminate and no further amounts may be credited hereunder
		in the event it is determined by a court of competent jurisdiction or by an
		opinion of counsel  to the Company that the Plan
		constitutes an employee pension benefit plan within the meaning of
		Section 3(2) of ERISA, which is not so exempt.



8.4.

Effect of Termination.  Upon termination of the Plan,
		pursuant to either Section 8.2 or Section 8.3, the Account balances
		of each Participant, whether or not otherwise vested pursuant to
		Section 4.1, will automatically be distributed in a single lump sum as
		soon as practicable thereafter.



9.

MISCELLANEOUS



9.1.

No Contract of Employment.  Neither the establishment of the
		Plan, nor any modification thereof, nor the creation of any fund, or account,
		nor the payment of any benefits, shall be construed as giving any Participant
		or Eligible Employee, or any  person whomsoever, the
		right to be retained in the service of the Company and all Participants and
		other Eligible Employees shall remain subject to discharge to the same extent
		as if the Plan had never been adopted.



9.2.

No Impact on Terms and Conditions of Employment.  Neither the
		establishment of the Plan, nor any modification thereof, shall in any way vary,
		or in any way have any impact on, the otherwise existing terms and conditions
		(including, but not limited to, such terms and conditions as may be set out in
		any employment contract) of any Participants or Eligible Employees
		employment with the Company.









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9.3.

Severability of Provisions.  If any provision of the Plan
		shall be held invalid or unenforceable, such invalidity or unenforceability
		shall not affect any other provisions hereof, and this Plan shall be construed
		and enforced as if such provisions had not been included.



9.4.

Relationship to Other Benefits.  No benefits paid under the
		Plan to any Participant (or to any Participants Beneficiary) shall be
		taken into account in determining any benefits to which any Participant (or
		such Participants Beneficiary or any other person) may be entitled to
		under any pension, retirement, savings, group insurance or any other benefit
		plan or program sponsored or maintained by the Company.



9.5.

Heirs, Assigns and Personal Representatives.  The Plan shall
		be binding upon the heirs, executors, administrators, successors and assigns of
		the parties, including each Participant and Beneficiary, present and future.



9.6.

Headings and Captions.  The headings and captions herein are
		provided for reference and convenience only, and shall not be considered part
		of the Plan, and shall not be employed in the construction of the Plan.



9.7.

Gender and Number.  Except where otherwise clearly indicated
		by context, the masculine and the neuter shall include the feminine and the
		neuter, the singular shall include the plural, and vice-versa.



9.8.

Payments to Minors, etc.  Any benefit payable to or for the
		benefit of a minor, an incompetent or other person incapable of receipting
		therefore shall be deemed paid when paid to such persons guardian or to
		the party providing or reasonably  appearing to
		provide for the care of such person, and such payment shall fully discharge the
		Company with respect thereto.



9.9.

Method of Payment of Benefits.  All benefits under the Plan
		shall be paid in cash, check or money order only.



9.10.

Limitation on Benefits.  Benefits shall, on account of the
		establishment and continued maintenance of the Plan, be payable to any
		Participant, Beneficiary or any other person only in such amounts, and at such
		times, as is determined pursuant to the provisions of the Plan.



9.11.

Party Responsible for Payment of Benefits.  Allied Security
		Holdings LLC (or any legal successor thereto) shall be solely responsible for
		the payment of all benefits otherwise required to be paid under the Plan to any
		Participant, Beneficiary or, in accordance with the provisions of Section 6.2,
		any other person.  No subsidiary or affiliate of  Allied Security
		Holdings LLC (or any legal successor thereto) shall have any liability
		whatsoever for the payment of any benefits to any such persons.









15



9.12.

Protection of the Compensation Committee and the Plan
		Administrator.  To the maximum extent permitted by law,  the
		person or persons from time to time serving as the Plan Administrator, and the
		person or persons from time to time serving as the members of the Compensation
		Committee, shall have no personal liability for any actions taken, or failed to
		be taken, in connection with the administration or operation of the Plan.
		 The person or persons from time to time serving as the Plan
		Administrator, and the person or persons from time to time serving as the
		members of the Compensation Committee, shall be indemnified by the Company
		against any and all claims, loss, damages, expense and liability arising from
		any good faith action or failure to act under, or in connection with, the Plan,
		to the maximum extent permitted by law.



9.13.

Reliance by the Compensation Committee on Recommendations by the Plan
		Administrator.  To the extent that the Compensation Committee is
		permitted or required to make any determinations, make any selections or take
		any other actions whatsoever under the Plan, the Compensation Committee may,
		but in no event is required to, prior to making any such determination, making
		any such selection or taking any other such action, take into account any
		recommendations which may be made by the Plan Administrator in connection
		therewith.  The provisions of this Section 9.12 shall apply
		notwithstanding any other provision of the Plan to the contrary



9.14.

No Third Party Beneficiaries.  No person, (other than
		 (i) a Participant, (ii) a  Beneficiary or (ii) any person entitled
		to the payment of any benefits in accordance with the provisions of Section
		6.2) shall have any rights or interest whatsoever in, or in connection with,
		the Plan.



9.15.

Governing Law.  This Plan shall, to the extent not preempted
		by ERISA or other Federal law, be construed according to the internal laws of
		the state of Delaware.











APPENDIX I



Retirement Benefit Guidelines



A participant's retirement benefit is based upon the lump sum equivalent
		of a hypothetical annual benefit commencing at the later of age 63 or the
		completion of 20 years of service.  The hypothetical annual retirement
		benefit is equal to 40% of the average of a participant's projected final five
		years of compensation.  For this purpose, compensation is defined as base
		salary plus the lesser of (a) 100% of the participants targeted bonus or
		(b) 50% of a participants base salary, and does not include any other
		forms of compensation.  The projected final average compensation is based
		upon current compensation increased at 4% per annum.  The annual
		contribution is equal to the amount that, assuming a 7% annual investment
		return, would have to be invested to accumulate the lump sum equivalent at
		retirement.  In fact, the actual retirement benefit will be equal to the
		value of the annual contributions adjusted for investment gains or losses.



(i)