EXECUTION COPY
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                                 AMENDMENT NO. 2
                       TO THE AGREEMENT AND PLAN OF MERGER

     Amendment No. 2, dated May 27, 2004 (this "AMENDMENT"), to the Agreement
and Plan of Merger, dated as of May 12, 2004, by and among SpectaGuard
Acquisition LLC, a Delaware limited liability company ("PARENT"), BPS LLC, a
Delaware limited liability company ("MERGER SUB"), Barton Protective Services
Incorporated, a Georgia corporation (the "COMPANY") and Charles Barton Rice,
Sr., an individual resident of the State of Georgia ("RICE") and the other
shareholder signatories thereto (collectively, with Rice, the "SHAREHOLDERS"),
as amended by Amendment No. 1, dated May 21, 2004 (the "AGREEMENT"). Capitalized
terms not otherwise defined herein have the respective meanings set forth in the
Agreement.

                              W I T N E S S E T H:

     WHEREAS, pursuant to Section 16.7 of the Agreement, Parent, Merger Sub, the
Company and Rice, as the authorized representative of the Shareholders, desire
to amend the Agreement as set forth below.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:

     1. Amendment to Section 5.7(a) of the Agreement. Section 5.7(a) of the
Agreement is hereby amended by replacing the phrase "five (5) days after the
receipt of such information" in the third sentence of such section with the
phrase "until 11:59 p.m. on Friday, June 4, 2004".

     2. Miscellaneous.

          (a)  Effect on Agreement. The Agreement shall continue in full force
               and effect as amended by this Amendment and this Amendment
               constitutes the entire agreement of the parties with respect to
               the matters set forth herein and there are no other agreements,
               commitments or understandings among the parties with respect to
               the matters set forth herein. In the event of any conflict or
               inconsistency between the provisions of this Amendment and the
               provisions of the Agreement, the provisions of this Amendment
               shall govern and control. Each and every other term, condition,
               covenant, representation, warranty and provision set forth in the
               Agreement shall remain in full force and effect in accordance
               with the terms of the Agreement. From and after the date hereof,
               all references in the Agreement to the "Agreement" shall be
               deemed to mean the Agreement as amended by this Amendment.



          (b)  Counterparts. This Amendment may be executed in any number of
               counterparts, each of which will be deemed an original, but all
               of which together will constitute one and the same instrument.

          (c)  Interpretation. The headings used in this Amendment have been
               inserted for convenience of reference only and do not define or
               limit the provisions hereof.

          (d)  Governing Law. Except to the extent that the laws of any
               jurisdiction or organization of any Party hereto, or any other
               jurisdiction, are mandatorily applicable to the Merger and to
               matters arising under or in connection with this Amendment, this
               Amendment shall be governed by and construed in accordance with
               the Laws of the State of Georgia.

          (e)  Amendment. This Amendment may be amended, supplemented or
               modified only by a written instrument duly executed by or on
               behalf of each Party hereto.

          (f)  Severability. If any provision of this Amendment is held to be
               illegal, invalid or unenforceable under any present or future
               Law, and if the rights or obligations of any Party hereto under
               this Amendment will not be materially and adversely affected
               thereby, (a) such provision will be fully severable, (b) this
               Amendment will be construed and enforced as if such illegal,
               invalid or unenforceable provision had never comprised a part
               hereof and (c) the remaining provisions of this Amendment will
               remain in full force and effect and will not be affected by the
               illegal, invalid or unenforceable provision or by its severance
               herefrom.



                            [SIGNATURE PAGE FOLLOWS]





     IN WITNESS WHEREOF, the parties have signed this Amendment as of the date
first set out above.


                                 SPECTAGUARD ACQUISITION LLC

                                 By:   /s/ William C. Whitmore, Jr.
                                    ----------------------------------
                                    Name:  William C. Whitmore, Jr.
                                    Title: President and Chief Executive Officer

                                 BPS LLC

                                 By:  /s/ William C. Whitmore, Jr.
                                    ----------------------------------
                                    Name:  William C. Whitmore, Jr.
                                    Title: President and Chief Executive Officer

                                 BARTON PROTECTIVE SERVICES INCORPORATED

                                 By:  /s/ Charles Barton Rice, Sr.
                                    ----------------------------------
                                    Name:  Charles Barton Rice, Sr.
                                    Title:

                                 SHAREHOLDERS' REPRESENTATIVE

                                 By:  /s/ Charles Barton Rice, Sr.
                                    ----------------------------------
                                    Name:  Charles Barton Rice, Sr.