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                                                                    EXHIBIT 10.1

                            AMENDMENT NO. 5 TO THE
                EMPLOYMENT AGREEMENT DATED AS OF APRIL 20, 1994
                 BETWEEN DENIS R. BROWN AND PINKERTON'S, INC.
                                        
     The Employment Agreement (the "Agreement") dated as of April 20, 1994
between Denis R. Brown (the "Executive") and Pinkerton's, Inc., a Delaware
corporation (the "Company") is hereby amended as follows:
1.  Section 2.02 of the Agreement shall be amended to read in its entirety as
follows:
Section 2.02  Incentive Compensation
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     The following annual incentive compensation plan will be provided to the
     Executive for fiscal 1996 and, if approved by the Company's stockholders at
     their 1997 annual meeting, for fiscal 1997 and through the term of this
     agreement (subject to reapproval by the Company's stockholders when
     required to qualify the annual incentive compensation plan described in
     this section as "performance-based" compensation under Internal Revenue
     Code Section 162(m)).

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

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

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

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

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

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

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     IN WITNESS THEREOF, the Executive and the undersigned duly authorized
officer of the Company have executed and delivered this amendment as of February
18, 1997.
                                PINKERTON'S, INC.

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

                                Denis R. Brown

                                    /S/  DENIS R. BROWN
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