AHL SERVICES INC, S-1/A, 1997-03-21

AHL SERVICES INC
S-1/A, 1997-03-21
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1997

REGISTRATION NO. 333-20315
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

AMENDMENT NO. 3

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------

AHL SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)

<TABLE>
<S> <C> <C>
GEORGIA 7389 58-2277249
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

3353 PEACHTREE ROAD, NE
SUITE 1120, NORTH TOWER
ATLANTA, GEORGIA 30326
(404)267-2222
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

FRANK A. ARGENBRIGHT, JR.
CHAIRMAN AND CO-CHIEF EXECUTIVE OFFICER
AHL SERVICES, INC.
3353 PEACHTREE ROAD, NE
SUITE 1120, NORTH TOWER
ATLANTA, GEORGIA 30326
(404)267-2222
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
COPIES TO:

<TABLE>
<C> <C>
JEFFREY M. STEIN, ESQ. RICHARD C. TILGHMAN, JR., ESQ.
KING & SPALDING PIPER & MARBURY L.L.P.
191 PEACHTREE STREET 36 SOUTH CHARLES STREET
ATLANTA, GEORGIA 30303 BALTIMORE, MARYLAND 21201
(404) 572-4600 (410) 539-2530
</TABLE>

------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT PRICE(2) FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share................. 2,875,000 $13.00 $37,375,000 $11,326(3)
==============================================================================================================================
</TABLE>

(1) Includes 375,000 shares which the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a).
(3) A filing fee of $11,370 has previously been paid.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

AHL SERVICES, INC.

CROSS-REFERENCE SHEET SHOWING THE LOCATION IN THE
PROSPECTUS OF CERTAIN ITEMS OF FORM S-1

<TABLE>
<CAPTION>
ITEM NO. LOCATION IN PROSPECTUS
-------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Front Cover Page; Outside Back Cover
Page; Available Information
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............. Prospectus Summary; Risk Factors
4. Use of Proceeds............................ Prospectus Summary; Use of Proceeds
5. Determination of Offering Price............ Outside Front Cover Page; Underwriting
6. Dilution................................... Dilution
7. Selling Security Holders................... Principal and Selling Shareholders
8. Plan of Distribution....................... Outside Front Cover Page; Underwriting
9. Description of Securities to be
Registered............................... Outside Front Cover Page; Dividend Policy;
Capitalization; Prospectus Summary;
Description of Capital Stock; Shares
Eligible for Future Sale
10. Interests of Named Experts and Counsel..... Legal Matters; Experts
11. Information with Respect to the
Registrant............................... Outside Front Cover Page; Prospectus
Summary; Risk Factors; Use of Proceeds;
Dividend Policy; Capitalization; Selected
Financial and Operating Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Business; Management;
Principal and Selling Shareholders;
Certain Transactions; Description of
Capital Stock; Shares Eligible for Future
Sale; Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. *
</TABLE>

- ---------------

* Item is omitted because response is negative or item is inapplicable.
<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder. Except
for the SEC registration fee and NASD filing fee, all amounts are estimates.

<TABLE>
<S> <C>
SEC registration fee........................................ $ 11,326
--------
NASD filing fee............................................. 4,252
--------
Nasdaq National Market Listing Fee.......................... 45,000
--------
Accounting fees and expenses................................ 225,000
--------
Legal fees and expenses..................................... 225,000
--------
Blue Sky fees and expenses (including counsel fees)......... 10,000
--------
Printing and Engraving expenses............................. 75,000
--------
Transfer Agent and Registrar fees and expenses.............. 10,000
--------
Miscellaneous Expenses...................................... 94,422
--------
Total............................................. $700,000
========
</TABLE>

- ---------------

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director: (A) for any appropriation, in violation of his duties, of any business
opportunity of the corporation; (B) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (C) for unlawful corporate
distributions; or (D) for any transaction from which the director received an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Georgia corporate law (and not for violation of other laws, such as
the Federal securities laws). The Company's Restated and Amended Articles of
Incorporation (the "Restated Articles") exonerate the Company's directors from
monetary liability to the extent permitted by this statutory provision.

The Company's Bylaws (the "Bylaws") also provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any action by or in
the right of the Company), by reason of the fact that such person is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Company
(and with respect to any criminal action or proceeding, if such person had no
reasonable cause to believe such person's conduct was unlawful), to the maximum
extent permitted by, and in the manner provided by, the Georgia Business
Corporation Code. In addition, the Bylaws provide that the Company will advance
to its directors or officers reasonable expenses of any such proceeding.

II-1
<PAGE> 4

Notwithstanding any provision of the Company's Restated Articles and Bylaws
to the contrary, the Georgia Business Corporation Code provides that the Company
shall not indemnify a director or officer for any liability incurred in a
proceeding in which the director is adjudged liable to the Company or is
subjected to injunctive relief in favor of the Company: (1) for any
appropriation, in violation of his duties, of any business opportunity of the
Company; (2) for acts or omissions which involve intentional misconduct or a
knowing violation of law; (3) for unlawful corporate distributions; (4) for any
transaction from which the director or officer received an improper personal
benefit.

Section 8 of the Underwriting Agreement filed as Exhibit 1.1 hereto also
contains certain provisions pursuant to which certain officers, directors and
controlling persons of the Company may be entitled to be indemnified by the
underwriters named therein.

The Company has purchased insurance with respect to, among other things,
any liabilities that may accrue under the statutory provisions referred to
above.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On January 31, 1997, the Company issued 999 shares of common stock to Mr.
Argenbright in connection with the Company's formation. This issuance was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933 (the
"Securities Act").

On February 1, 1997, the Company issued one share of common stock to Mr.
Argenbright in connection with the Reorganization. This issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act.

On February 1, 1997, the Company issued 8,352,430 shares of common stock to
Mr. Argenbright and his affiliates in exchange for all of the outstanding shares
of Argenbright and ADI. This issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER NUMBER DESCRIPTION
- ------- ------------------
<S> <C> <C>
1.1 * -- Form of Underwriting Agreement
3.1 -- Restated and Amended Articles of Incorporation of the
Company (incorporated by reference to the Registration
Statement on Form 8-A dated March 4, 1997)
3.2 -- Bylaws of the Company (incorporated by reference to the
Registration Statement on Form 8-A dated March 4, 1997)
4.1 * -- Specimen Common Stock Certificate
4.2 * -- 1997 Stock Incentive Plan
5.1 * -- Opinion of King and Spalding as to the legality of the
Common Stock being registered
10.1 * -- Restated Employment Agreement between the Company and Edwin
R. Mellett dated as of February 1, 1997, as amended on
February 28, 1997
10.2 * -- Restated Employment Agreement between the Company and Thomas
J. Marano dated as of February 1, 1997, as amended on
February 28, 1997
10.3 * -- Restated Employment Agreement between the Company and David
L. Gamsey dated as of February 1, 1997, as amended on
February 28, 1997
10.4 * -- Director's Service Agreement between The ADI Group Limited
and Alan Trevor Warburton dated as of January 1, 1993
10.5 * -- Loan and Security Agreement by and among the First Union
Commercial Corporation ("Lender"), Argenbright Security,
Inc., Argenbright, Inc., ADI U.K. Limited, Aviation Defence
International Germany Limited, Argenbright Holdings Limited
and The ADI Group Limited dated as of December 22, 1995 (the
"Loan and Security Agreement").
10.6 * -- Facility Letter between Lender, The ADI Group Limited, ADI
U.K. Limited and Aviation Defence International Germany
Limited dated as of December 22, 1995
</TABLE>

II-2
<PAGE> 5

<TABLE>
<CAPTION>
EXHIBIT
NUMBER NUMBER DESCRIPTION
- ------- ------------------
<S> <C> <C>
10.7 * -- Letter Agreement dated April 19, 1996 amending Loan and
Security Agreement
10.8 * -- Second Amendment to Loan and Security Agreement and Facility
Letter dated as of June 14, 1996
10.9 * -- Third Amendment to Loan and Security Agreement dated as of
July 8, 1996
10.10* -- Fourth Amendment to Loan and Security Agreement and Facility
Letter dated as of December 24, 1996
10.11+ -- Agreement between Argenbright Security Inc. and United Air
Lines, Inc., dated as of November 16, 1996
10.12+ -- Agreement between Argenbright Security, Inc. and United Air
Lines, Inc., dated as of December 8, 1996
10.13+ -- Security Services Agreement between Argenbright Security,
Inc. and America Online Inc., dated as of March 12, 1997 and
relating to services commenced on June 1, 1996
11.1 * -- Computation of Pro Forma Earnings Per Share
21.1 * -- List of subsidiaries
23.1 * -- Consent of King and Spalding (contained in Exhibit 5.1)
23.2 * -- Consent of Arthur Andersen LLP
24.1 * -- Powers of Attorney
27.1 * -- Financial data schedule (for SEC filing purposes only)
99.1 * -- Consent of Robert McCullough to be named as a Director
99.2 * -- Consent of Hamish Leslie Melville to be named as a Director
</TABLE>

- ---------------

* Previously filed

+ The Company has applied for confidential treatment of portions of this
Exhibit. Accordingly, portions thereof have been omitted and filed separately
with the Commission.

(b) Financial Statement Schedules.

Not Applicable

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered hereunder,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-3
<PAGE> 6

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on March 21, 1997.

AHL SERVICES, INC.

By: FRANK A. ARGENBRIGHT, JR.
------------------------------------
Frank A. Argenbright, Jr.
Chairman and Co-Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

FRANK A. ARGENBRIGHT, JR. Chairman and Co-Chief March 21, 1997
- ----------------------------------------------------- Executive Officer
Frank A. Argenbright, Jr. (Principal Executive
Officer)

* Vice Chairman and Co-Chief March 21, 1997
- ----------------------------------------------------- Executive Officer
Edwin R. Mellett

DAVID L. GAMSEY Chief Financial Officer March 21, 1997
- ----------------------------------------------------- (Principal Financial and
David L. Gamsey Principal Accounting
Officer)
</TABLE>

*By: DAVID L. GAMSEY
- ------------------------------------
David L. Gamsey
Attorney-in-Fact

II-4

<PAGE> 1
EXHIBIT 10.11

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION

[UNITED AIRLINES LOGO]

UNITED CONTRACT

133615

AGREEMENT

AGREEMENT, entered into as of November 16, 1996 by and between
ARGENBRIGHT SECURITY, INC., a Georgia corporation with its principal office in
the City Of Atlanta, Georgia ("Vendor") and UNITED AIR LINES, INC., a Delaware
corporation with its principal office in the Township of Elk Grove, State of
Illinois ("United").

WITNESSETH:

WHEREAS United wishes for Vendor to provide certain airline related
services to United; and

WHEREAS, Vendor wishes to provide such services to United;

NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, vendor and United agree as follows:

1. Related Agreements. Vendor and United will execute the following
agreements, hereinafter referred, to as the "Related Agreements, "Concurrently
herewith:

A. an agreement in the form attached hereto as Exhibit A by which
Vendor will Provide security services to United at San Francisco
International Airport "Security Services Agreement"; and

B. an agreement in the form attached hereto as Exhibit B by which
Vendor will provide skycap services to United at San Francisco
International Airport ("Skycap Services Agreement"), and

C. an agreement in the form attached hereto as Exhibit C by which
Vendor will provide certain terminal services to United at San
Francisco International Airport ("Services Agreement"),

- 1 -
<PAGE> 2
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION

2. Consideration, The consideration applicable to each of the
transactions set forth in Paragraph 1 above and each of the applicable Related
Agreements is as set forth in each of the Related Agreements.

3. Entire Agreement. This Agreement and the Related Agreements
constitute the entire agreement and understanding of the parties on the subject
matter hereof and, as of the date first above written, supersede all prior
representations or agreement whether oral or written between the patios
regarding the subject matter of this Agreement. This Agreement and the Related
agreements shall not be modified except by written agreement dated even herewith
or subsequent hereto signed on behalf of Vendor and United by their respective
duly authorized representatives.

4. Governing Law. This Agreement, including any actions in tort or
contract, will be governed by and construed in accordance with the laws of the
State of Illinois, without giving effect to conflict of laws principles which
might refer such interpretation to the laws of a different state or
jurisdiction.

WHEREFORE, the parties, by their authorized representatives, have
executed this Agreement as of the day and year first above written.

ARGENBRIGHT SECURITY, INC, UNITED AIRLINES, INC,

By: /s/ Thomas J. Marano By: /s/ Douglas A. Hacker
---------------------------- ---------------------------------
Thomas J. Marano DOUGLAS A. HACKER

Senior Vice President and
Title: President and COO Title: Chief Financial Officer
------------------------- -----------------------------

-2-
<PAGE> 3
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION

UNITED AIRLINES [LOGO]

EXHIBIT A
SECURITY SERVICES
AGREEMENT

UNITED CONTRACT 133615

SECURITY AGREEMENT, effective the 16th day of November, 1996 by and between
UNITED AIRLINES, INC., a Delaware corporation ("United") with offices at 1200
East Algonquin Road, Elk Grove Township, Illinois 60007, and Argenbright
Security, Inc., an airport security business with offices at 3465 North Desert
Drive, Atlanta GA 30344 ("Vendor").
1. Airport(s): The airport location(s) governed by this Security Services
Agreement is defined as
SAN FRANCISCO INTERNATIONAL AIRPORT, SAN FRANCISCO, CALIFORNIA
The above will be referred to in this Agreement as the "Airport."

2. Security Services: Vendor will provide airport security services to United at
the Airport, including as directed by United concourse or gate x-ray/table,
international bag x-ray and hand search. These services are hereafter referred
to as "Security Services." United and Vendor will cooperate to ensure that
adequate security supervisory presence is provided at Airport security points.
United may adjust staffing or position headcount levels to meet reasonably
anticipated passenger flows.

3. Term: This Agreement will commence on November 16, 1996 (hereafter "Effective
Date") and will continue until terminated for convenience by either party on 30
days prior written notice. Any obligations that survive such termination will
continue thereafter in full force and effect If for any reason United's flight
operations at the Airport are halted or substantially decreased, then United may
by 24 hours prior written notice to Vendor suspend this Agreement for the length
of the suspension.

4. Indemnification: Vendor shall defend, indemnify and hold harmless United,
its directors, officers, employees and agents (collectively "Indemnitee") from
and against any and all liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses or damages, including, but not limited to,
attorneys' fees and court costs (including but not limited to attorneys' fees
incurred by Indemnitee in establishing its right to indemnification hereunder),
(collectively "Claims") for personal injury or bodily injury or death to any
person whomsoever, other than an employee of United, and for damage to any
property whatsoever, in any manner arising out of or in any way connected with
the acts or omissions of Vendor related to any services furnished, or to be
furnished, by Vendor hereunder, except to the extent any Claim results from any
negligent act of Indemnitee.

- 1 -
<PAGE> 4
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION

5. Insurance: Vendor at its expense will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:

DESCRIPTION MINIMUM LIABILITY

A. Comprehensive General Liability, including personal injury, contractual
completed operations, independent Vendor, and products hazards:
$10 MILLION COMBINED SINGLE LIMIT EACH OCCURRENCE

B. Workers compensation as required by law. Such insurance coverage as
described in "A" above will be endorsed to name United as an additional insured
to the extent of the contractual obligations assumed by Vendor under this
Agreement. Certificates evidencing such insurance will be provided to United
prior to or upon execution of this Agreement, will contain appropriate cross
liability clauses and will provide that United will be given at least thirty
(30) days advance written notice in the event of cancellation, termination, or
material modification of the coverage.

6. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION, ABOVE,
NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS
AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT.

7. Charges: A. Hourly rates and charges for Security Services provided by
Vendor to United at the Airport are defined below.

<TABLE>
<CAPTION>
POSITION STRAIGHT TIME WPM/HOLIDAYS (6)
-------- ------------- ----------------
<S> <C> <C>
10/16/96-08/31/97

PBS/Exit Guard $XXXXX/Hr $XXXXX
CSS $XXXXX/Hr $XXXXX
PBS/CTX $XXXXX/Hr $XXXXX
CTX Supv $XXXXX/Hr $XXXXX
Screening Shift Supv $XXXXX/Hr $XXXXX
Guard $XXXXX/Hr $XXXXX

Effective 09/01/97

PBS/Exit Guard $XXXXX $XXXXX
CSS $XXXXX $XXXXX
PBS/CTX $XXXXX $XXXXX
CTX Supv $XXXXX $XXXXX
Screening Shift Supv $XXXXX $XXXXX
Guard $XXXXX $XXXXX
</TABLE>

-2-
<PAGE> 5
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION

Holidays Include: New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

Overtime must be approved by United in advance of being incurred. In order to
cover irregular operations, overtime will, be mandatory. United Airlines can
have work schedules changed up to 72 hours (3 days) prior to the needed change
without being charged overtime. Such rates and charges will be firm for the
above-stated dates. Thereafter, either party may request a price review by
written notice to the other party, which review will be conducted within 30 days
after such notice. Failing agreement, either party may terminate the Security
Agreement upon 60 days written notice, to allow the parties time to make
alternate arrangements.

B. The prices in this Agreement will be subject to renegotiation if any law,
regulation, or ruling of any governmental authority having jurisdiction over the
subject matter is enacted that alters the costs of performing the Security
Services under this Agreement.

8. Settlement: Vendor will invoice United semi-monthly, in accordance with
the prices set forth above, which invoice will provide reasonable detail
regarding services provided, including a statement of hours worked per position
and rates charged. Security employees must sign in for work on a United
provided sign-in log. The cost of Vendor senior management personnel will be
allocated to United only with United's prior consent. United will pay Vendor
upon receipt of and in accordance with Vendor's invoices. United will pay such
invoices within 30 days of date of invoice.

9. Taxes: United will pay any sales, use, or personal property taxes imposed
by any taxing authority and required to be paid by United or Vendor as a result
of services provided to United under this Agreement. United will not be liable
for any tax levied upon or measured by the income of Vendor,

10. FAA Violations Fines: Fines levied against the airlines by the FAA for
security violations shall be recovered from Vendor if violation is attributed
to Vendor deficiencies and/or negligence. These shall include, but not be
limited to, checkpoint personnel errors, inadequate training, manpower
shortages, noncompliance with government regulations, etc. Vendor's liability
for any civil penalty assessed as a result of an FAA test failure shall be full
payment for fines arising out of any one occurrence. Payment will be due 30
days from notification by United Airlines after resolution of fine amount
between United and the FAA.

-3-
<PAGE> 6
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION

11. Standard of Services: Vendor will adhere strictly to the standards
specified by United. Vendor will use all reasonable efforts to maintain
standards for Security Services provided by Vendor under this Agreement that
meet all relevant legislation and regulations, including without limitation the
Federal Aviation Administration Air Carrier Standard Security Program and State
of Illinois regulations. United may at its cost provide representatives who may
inspect the provision of Security Services under this Agreement and provide
advice and direction to Vendor.

12. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement Vendor will maintain records documenting "dangerous goods"
employee training. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours worked
for all employees and hours for which United is billed under this Agreement.
Each sign-in register will be acknowledged and verified by a Vendor supervisor.
On a regular basis as specified by United's designated manager, Vendor will
provide to United a complete copy of all such daily registers.

B. To the extent that Vendor is required by law or by any regulatory
authority to maintain record of background investigations, training, or other
qualification or certification of employees or agents of Vendor performing
services under this Agreement, upon expiration or termination of this Agreement
for any reason, Vendor will make available to United all such records, or
certified copies thereof. All training records are the property of United
Airlines and shall remain on United Airlines' property.

13. Personal Services: Vendor will not subcontract or delegate to any third
party any of Vendor's duties or responsibilities under this Security Agreement
without the prior written consent of United. Any approved delegation or
sub-contracting will not relieve Vendor of its responsibilities under this
Agreement and Vendor will remain fully liable for all performance hereunder,

14. United Equipment. United will provide any required x-ray machines, and
magnetometers. Vendor will ensure that the Equipment is operated only by
employees trained to do so. United retains all rights, title, and interest in
and to the Equipment. Risk of loss of the Equipment passes to Vendor upon
possession; Vendor's insurance coverage required under this Agreement will be
with respect to any loss of or damage to the Equipment so long as such
Equipment is in the possession and control of Vendor. Vendor is responsible
for customer belongings going through x-ray. Vendor will reimburse customer for
destruction and/or loss/theft of any personal property. Vendor will provide
dosimeter badges, I.D. badges, and handwands. Radios will also be provided by
Vendor at all exits and remote areas. It is the Contractor's responsibility to
make sure that all employees have a current badge.

15. Employees; Attire: A. Vendor's employees and agents will at all times be
employees or agents of Vendor and not of United and will not represent
themselves as employees or agents of United. Vendor will comply with all
workers compensation, employers liability, and other regulations and will make
all reports and remit all withholdings or other payroll deductions as required
by law, Vendor will exercise full and complete authority over its personnel with
sole authority to hire and discharge. United may request that any supervisor or
manager at a particular Airport be re-assigned to non-United duties.

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FILLED SEPARATELY WITH THE COMMISSION

B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be
clearly recognizable as employees of Vendor. Vendor will ensure that while on
duty all employees are neat in appearance with clean, pressed uniforms and
shined shoes. Uniforms to include the following:

Jackets
Required to wear the dress uniform jacket at all times in combination
with other components.

Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break; and taper to one inch from the
floor in the back.

Name Pin
First name and last name are required on the name pin. The name pin
will be worn on breast pocket of the jacket.

Shirts
The shirt must be worn with a closed collar. Cuffs may not be rolled
under or over the jacket sleeve. Long or short-sleeve shirts may not
be rolled up.

Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turn up.

Shoe and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser
leg to stick out.

Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.

Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown,
neatly trimmed and may not extend below the comer of the mouth. Hair
must be of a natural color that exhibits a professional image.

Females - Styles may vary in length and cut but a clean, combed and
neatly trimmed look is required. Hair exceeding seven inches in
length must be totally secured at the nape of the neck. All hair
fasteners and ornaments must be compatible with the uniform's
professional look. Visible rubber or elastic bands, hair pins or
bobby pins, leather or wooden hair accessories and hair nets are not
permitted. Hair must be of a natural color that exhibits a
professional image.

C. Vendor shall have a drug and alcohol testing program which complies
with Federal Aviation Regulations (Part 121, Appendix I) for its employees who
perform aviation security or screening duties under this Agreement. Vendor
shall allow United to review its program and any related records applicable to
Vendor's employees providing service to United under this Agreement. Vendor
shall also have an alcohol testing program which complies with Federal Aviation
Regulations for its employees who Perform aviation security or screening duties
under this Agreement.

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FILLED SEPARATELY WITH THE COMMISSION

16. Employment and Background Investigations: The minimum age for a screening
employee will be eighteen (18) years of age. Vendor will conduct background
investigations of each of its employees who will have access to any secure or
restricted area of the Airport. Background investigations will include, at a
minimum, verification of prior employment (ten years where available, shorter
periods as applicable for those entering the workforce from school) to the
extent permitted by law. Each background investigation will be reduced to
writing and will be verified by Vendor as having been completed upon request by
United, or by applicable governmental authority, upon reasonable notice. United
reserves the right to verify independently the results of any investigation, and
to terminate this Agreement without further notice upon discovery of a
materially inaccurate investigation.

17. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform Services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.

18. Force Majeure: Neither party will be responsible for delays in or suspension
of performance caused by acts of God or governmental authority, strikes or labor
disputes, fires or other loss of manufacturing facilities, breach by suppliers
of supply agreements, or other similar or dissimilar cause beyond the reasonable
control of that party.

19. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name
or service marks, including the names "United Air Lines, Inc.," "United
Airlines," "United" or United's logotype, without first obtaining United's prior
written approval of such use. No employee shall have any discussion with media
or others regarding United Air Lines process and/or procedures of security.

20. Unauthorized Payments: A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment, or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing,

B. In connection with any performance under this Agreement, neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, vendor or customer of United, or from anyone
else with whom United does business, including any governmental official or
representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling.

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21. Non-discrimination: A. In performing under this Services Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and facilities
including, without limitation, the provisions contained in Paragraphs 1 through
7 of Part II, Non-discrimination in Employment by Government Contractors and
Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375),
and Certification of Nonsegregated facilities (41 CFR Chap. 1, Section n 1-12,
803, 10), all of which provisions are incorporated herein by reference and
expressly made a part of this Services Agreement. Vendor also will comply with
all applicable state and local laws regarding non-discrimination in employment
and facilities.

B. In accordance with the Air Carrier Access Act of 1986 and pursuant to 14
C.F.R. Section 382, Vendor will not discriminate on the basis of handicap in
providing services under this Agreement. Vendor will ensure that its employees
comply with the directives of United's Complaint Resolution Officials issued in
accordance with 14 C.F.R. Section 382 in the provision of any services on
behalf of United under this Agreement.

22. Termination: A. If either party (the "Defaulting Party") fails to perform
any of its duties or obligations under this Agreement, and that failure
continues for thirty (30) days after written notice of such default from the
other party, then the other party may terminate this Agreement at any time
thereafter, effective immediately upon written notice of termination to the
Defaulting Party, without prejudice to any other rights or remedies the other
party may have.

B. United may terminate this Agreement on five days prior written notice for
any station where Vendor's security operating certificate or authorization is
revoked, suspended, or materially reduced in scope by the FAA or local aviation
authority or where Vendor otherwise becomes unable to provide Security Services
under this Agreement.

C. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is not
paying its bills when due without just cause; if the Defaulting Party takes any
step leading to its cessation as a going concern; or if the Defaulting Party
either ceases or suspends operations for reasons other than a strike, then the
Insecure Party may immediately terminate this Agreement, and repossess any or
all of its equipment and materials in the Defaulting Party's possession, on
notice to the Defaulting Party unless the Defaulting Party immediately gives
adequate assurance of the future performance of this Agreement, on terms and
conditions acceptable to the Insecure Party.

D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.

E. Exercise by either party of its right to terminate under any provision of
this Agreement will not affect or impair its right to enforce its other rights
or remedies under this Agreement. All obligations of each party that have
accrued before termination or that are of a continuing nature will survive
termination.

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FILLED SEPARATELY WITH THE COMMISSION

23. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.

24. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:

<TABLE>
<S> <C> <C> <C>
To United: United Airlines To Vendor: Argenbright Security, Inc.
DEPT, WHQPL 3465 N. Desert Drive
P.O. Box 66100 Atlanta, GA 30344
Chicago, IL 60666 ATTN: Thomas Marano
ATTN: Contract Services President
</TABLE>

Notices will be effective on the first business day following receipt thereof.
Notices sent by certified mail will be deemed received on the date of delivery
as indicated on the return receipt; notices sent by telecopy or facsimile will
be deemed received on the date transmitted.

25. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachments, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement.

THEREFORE, the parties by their authorized representatives have executed this
Agreement effective on the date first provided above.

UNITED AIRLINES, INC. Argenbright Security, Inc

By: /s/ Douglas A. Hacker By: /s/ Thomas J. Marano
---------------------------- ------------------------
Thomas J. Marano

Title: DOUGLAS A. HACKER Title: President and COO
------------------------- ---------------------
Senior Vice President and
Chief Financial Officer

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FILLED SEPARATELY WITH THE COMMISSION

UNITED AIRLINES

EXHIBIT B

SKYCAP SERVICES AGREEMENT

133615

SKYCAP SERVICES AGREEMENT, effective the 16th day of November 1996, by and
between UNITED AIR LINES, INC., a Delaware corporation ("United") with offices
at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007, and
Argenbright Security, Inc., with offices at 3465 North Desert Drive, Atlanta,
GA 30344 ("Vendor").

1. Airport(s): The airport location(s) governed by this Skycap Agreement
is defined as
SAN FRANCISCO INTERNATIONAL AIRPORT, SAN FRANCISCO, CALIFORNIA
The above will be referred to in this Agreement as the "Airport."

2. TERM: This Agreement will commence on November 16, 1996 (hereafter
"Effective Date") and will continue until terminated for convenience by either
party on 30 days prior written notice. Any obligations that survive such
termination will continue thereafter in full force and effect. If for any
reason United's flight operations at the Airport are halted or substantially
decreased, then United may by 24 hours prior written notice to Vendor suspend
this Agreement for the length of the suspension.

3. DESCRIPTION OF SERVICES:
A. In a positive and friendly manner meets and greets customers to carry
or otherwise transport baggage to and from autos, buses, and outside
sidewalk or main entrance to customer area.

Reads tickets discerning differences between domestic and
international travel.

Accepts and routes customer's baggage to destination, including
preparing and attaching bag tags and claim checks, and assists in the
carrying, transporting of oversized baggage, skis and kennels.

Reads and interprets airline guides, schedules and other reference
materials containing baggage and hazardous materials handling
procedures, security regulations and other operational procedures.

Assists in baggage claim areas with customer's baggage sorting,
relocating, securing and storing unclaimed baggage; removing or
straightening baggage on carousels and spill plates; and verifying
customer claim checks.

Meets all safety/security requirements and profiles required by the
FAA and United Airlines including hazardous materials screening.

In a positive and friendly manner verifies customer's final
destination and routing

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from ticket, removes all straps and hooks from luggage, checks to
ensure customer ID on bag, places bag tag on side of handle, and
verbally confirms the final destination and number of bags checked
with each customer. Will be required to use automated bag tag
printers. Ensures that customers requiring services not available
curbside, i.e., international check-in, excess charges, ticketing,
etc, are directed/assisted to the appropriate United representative.
Vendor will be required to replenish supplies provided by United.
United Airlines will determine staffing of Skycaps.

B. United's transactions consist of the following minimum requirements:

Is alert to and positively approaches the customer.
Greets all customers in a clear and pleasant manner.
Uses the customer's name at least once per transaction.
Gives customer clear and appropriate directions to the next step.
Summarizes transaction clearly and concisely, and thanks customer.
Failure to comply with the standards may result in contract
termination.

C. Duty Supervisors

Vendor will provide on-site duty supervisors for the AM and PM shifts
whose sole function it is to manage the skycap services. Supervisor
function should include training of all personnel (technical and
customer service) as well as to direct the efficient utilization of
manpower.

D. Miscellaneous

In the event of an FAA violation, contacting manager will immediately
notify the Supervisor/Manager of United Airlines by phone. A detailed
written report from the manager and skycap involved must be submitted
within 24 hours of the incident to United Airlines.

E. Preferential Consideration of United Skycaps

Vendor will offer employment to all Skycaps originally employed with
United who in March 1993 initiated ongoing employment with a vendor
performing Skycap services at the location specified and will maintain
their seniority used to establish work assignments, shift assignments,
days off, etc. Vendor will interview these employees and may reject a
current United Skycap only if he fails

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FILLED SEPARATELY WITH THE COMMISSION

to meet Vendor minimum qualifications and Vendor provides United's
local General Manager with a satisfactory explanation of the reason(s)
for rejection. Vendor will be required to provide names of the
applicants both accepted and rejected.

Former United Skycaps will have first right of refusal to work in
United's operation at San Francisco.

4. Indemnification: Vendor will defend, indemnify, and hold harmless
United, its officers, employees, and agents (collectively "United") against and
from any and all liability, claims, suits, judgments, losses, damages, or costs
(including reasonable attorneys fees and expenses) by third parties for
injuries to or deaths of persons or loss of or damage to property (including
claims allegedly arising from the negligence of united in connection therewith)
arising out of (i) the provision of any services by Vendor under this Agreement
or (ii) any failure Of supervision, negligence, or willful misconduct of Vendor
under this Agreement, all except to the extent caused by the intentional or
wilful misconduct of United.

5. Insurance: Vendor at its expense will obtained maintain in full force
and effect under terms satisfactory to United policies of insurance in the
following types and minimum amounts:

DESCRIPTION

A. Comprehensive General Liability, including personal injury,
contractual completed operations, independent contractor, and products hazards:
MINIMUM LIABILITY $1 MILLION COMBINED SINGLE LIMIT GENERAL
LIABILITY EACH OCCURRENCE

B. WORKERS COMPENSATION AS REQUIRED BY LAW. Such insurance coverage will
be endorsed to name United as an additional insured to the extent of the
contractual obligations assumed by Vendor under this Agreement. Certificates
evidencing such insurance will be provided to United prior to or upon execution
of this Agreement, will contain appropriate cross liability clauses and waivers
of subrogation, and will provide that United will be given at least thirty (30)
days advance written notice in the event of cancellation, termination, or
material modification of the coverage.

6. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION,
ABOVE, NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY
CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE, To
PERFORM UNDER THIS AGREEMENT.

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FILLED SEPARATELY WITH THE COMMISSION

7. Charges: A. Hourly rates and charges for Skycap Services provided by
Vendor to United at the Airport will be as follows:

<TABLE>
<CAPTION>
Position Straight Time Rate OT/Holidays(6)
<S> <C> <C> <C>
11/16/96-08/31/97 Skycap $xxxx/Hr $xxxx/Hr
Skycap Lead $xxxx/Hr $xxxx/Hr
Shift Supervisor $xxxx/Hr $xxxx/Hr
----------------------------------------------------------------
EFFECTIVE 09/01/97 Skycap $xxxx/Hr $xxxx/Hr
Skycap Lead $xxxx/Hr $xxxx/Hr
Shift Supervisor $xxxx/Hr $xxxx/Hr
</TABLE>

Accepting tips is understood by United as customary compensation for Skycap
Services. Solicitation of tips, however, is prohibited and will result in
employee being removed from United's service.
B. Equipment: United Airlines will provide some initial equipment, including
Two-wheel carts, and Four-wheel carts. If additional equipment is needed,
vendor will provide. Vendor will repair and maintain all equipment, and will
replace equipment at its expense as it becomes necessary. Vendor will report
any damage to the United Airlines podiums used on the curb. Vendor will provide
I.D. badges. It is Vendors responsibility to make sure all employees have a
current badge.

C. No-Mischeck Guarantee: On a monthly basis, Contractor will provide United a
credit per customer occurrence which is defined as follows:
Expenses resulting from Vendor error, i.e. mischecked bags, will be calculated
and documentation will be forwarded from United's local operations office to
Vendor service office. On a monthly basis, Vendor will provide United a $XXX
credit for each customer with mischecked baggage over ten (10) mischecked bags
per month. Skycaps are required to identify their assigned ID number on each
bag tag checked.

Overtime must be approved in writing by United in advance of being incurred.

Either party may request a price review by written notice to the other party,
which review will be conducted within 30 days after such notice. Failing
agreement, either party may terminate the Skycap Agreement upon 60 days written
notice, to allow the parties time to make alternate arrangements.

B. The prices in the Amendment will be subject to renegotiation if any law,
regulations or ruling of any governmental authority having jurisdiction over
the subject matter is enacted that alters the costs of performing the Skycap
Services under this Agreement.

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airport. If Vendor offers or grants to another customer a Price for any Skycap
Service that is lower than the Price paid by United for a substantially similar
Skycap Service, then Vendor immediately will offer such lower Price to United.

8. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. United will pay Vendor upon receipt of and in accordance with
Vendor's invoices. United will pay such invoices within 30 days of date of
receipt of invoice.

9. Taxes: United will pay any sales, use, or personal property taxes imposed
by any taxing authority and required to be paid by United or Vendor as a result
of services Provided to United Under this Agreement. United will not be liable
for any tax levied upon or measured by the income of Vendor.

10. Standard of Service: Vendor will adhere strictly to the standards
specified by United. Vendor will use all reasonable efforts to maintain
standards for Skycap Services provided by Vendor under this Agreement that meet
all relevant legislation and regulations, including without limitation the
Federal Aviation Administration Air Carrier Standard Security Program. United
may at its cost provide representatives who may inspect the provisions of
Skycap Services under this Agreement and provide advice and direction to
Vendor.

11. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor will maintain records documenting "dangerous goods"
employee training. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours
worked for all employees and hours for which United is billed under this
Agreement. Each sign-in register will be acknowledged and verified by a Vendor
supervisor. On a regular basis as specified by United's designated manager,
Vendor will provide to United a complete copy of all such daily registers. All
training records are the property of United Airlines and shall remain on United
Airlines' property.

B. To the extent that Vendor is required by law or by any regulatory authority
to maintain records of background investigations, training, or other
qualification or certification of employees or agents of Vendor performing
services under this Agreement, upon expiration or termination of this Agreement
for any reason, Vendor will make available to United all such records, or
certified copies thereof.

12. Personal Services: Vendor will subcontract or delegate to a third party
the duties and responsibilities listed under this Skycap Agreement. The
approved delegation or subcontracting will not relieve Vendor of its
responsibilities under this Agreement and Vendor will remain fully liable for
all performance hereunder.

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FILED SEPARATELY WITH THE COMMISSION.

13. Employees Attire/Uniform Standards: A. Vendor's employees and agents will at
all times be employees or agents of Vendor and not of United and will not
represent themselves as employees or agents of United. Vendor will comply with
all workers compensation, employers liability, and other regulations and will
make all reports and remit all withholdings or other payroll deductions as
required by law. Vendor will exercise full and complete authority over its
personnel with sole authority to hire and discharge. United may request that any
supervisor or manager at a particular Airport be re-assigned to non-United
duties.

B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Uniforms to include the following:

Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.

Name Pin
First name and last name are required on the name pin. The name pin
will be worn on or above the left pocket of the uniform shirt.

Cap
Required to wear the issued cap at all times.

Shirts
The shirt must be worn with a closed collar. Long or short-sleeve
shirts may not be rolled up.

Tie
Must be worn under the collar at all times, by both male and female
employees. The collar must lie flat and not be turn up.

Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.

Parkas and jackets
A uniform parka or jacket is required in locations with outdoor
exposure to rain or cold weather. A uniform parka or jacket is the only
coat to be worn while on duty.

Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.

Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown, neatly
trimmed and may not extend below the corner of the mouth. Hair must be
of a natural looking color that exhibits a professional appearance.

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FILED SEPARATELY WITH THE COMMISSION.

Females - Styles may vary in length and cut, but a clean, combed and
neatly trimmed look is required. Hair exceeding seven inches in length
must be totally secured at the nape of the neck. All hair fasteners and
ornaments must be compatible with the uniform's professional look.
Visible rubber or elastic bands, hair pins or bobby pins, leather or
wooden hair accessories and hair nets are not permitted. Hair must be
of a natural looking color that exhibits a professional appearance.

14. Employment and Background Investigations: The minimum age for a Skycap will
be eighteen (18) years of age. Vendor shall have in place a program which meets
all FAA and DOT requirements pertaining to alcohol misuse and drug testing.
Vendor will conduct background investigations of each of its employees who will
have access to any secure or restricted area of the Airport. Background
Investigations will include, at a minimum, verification of prior employment (ten
years where available, shorter periods as applicable for those entering the
workforce from school) to the extent permitted by law. Each background
investigation will be reduced to writing and will be verified by Vendor as
having been completed upon request by United, or by applicable governmental
authority, upon reasonable notice. United reserves the right to verify
independently the results of any investigation, and to terminate this Agreement
without further notice upon discovery of a materially inaccurate investigation.

15. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform Services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.

16. Force Majeure: Neither party will be responsible for delays in or suspension
of performance caused by acts of God or governmental authority, strikes or labor
disputes, fires or other loss of manufacturing facilities, breach by suppliers
of supply agreements, or other similar or dissimilar cause beyond the reasonable
control of that party.

17. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this Agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name or
service marks, including the names "United Air Lines, Inc.," "United Airlines,"
"United" or United's logotype, without first obtaining United's prior written
approval of such use.

-7-
<PAGE> 18
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

18. Unauthorized Payments. A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing.

B. In connection with any performance under this Agreement, neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, contractor or customer of United, or from
anyone else with whom United does business, including any governmental official
or representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling.

19. Non-Discrimination: A. In performing under this Skycap Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and
facilities including, without limitation, the provisions contained in
Paragraphs 1 through 7 of Part II, Non-discrimination in Employment by
Government Contractors and Subcontractors, of Executive Order 11246 (as amended
by Executive Order 11375), and Certification of Non-segregated facilities (41
CFR, Chap. 1, Section n 1-12, 803, 10), all of which provisions are
incorporated herein by reference and expressly made a part of this Skycap
Agreement. Vendor also will comply with all applicable state and local laws
regarding non-discrimination in employment and facilities.

20. Termination: A. If either party (the "Defaulting Party") fails to perform
any of it duties or obligations under this Agreement and that failure continues
for thirty (30) days after written notice of such default from the other party,
then the other party may terminate this Agreement at any time thereafter,
effective immediately upon written notice of termination to the Defaulting
Party, without prejudice to any other rights or remedies the other party may
have.

-8-
<PAGE> 19
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

B. United may terminate this Agreement on five days prior written notice for any
station where Vendor's Skycap operating certificate or authorization is revoked,
suspended, or materially reduced in scope by the FAA or local aviation authority
or where Vendor otherwise becomes unable to provide Skycap Services under this
Agreement.

C. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is not
paying its bills when due without just cause; if the Defaulting Party takes any
step leading to its cessation as a going concern, or if the Defaulting Party
either ceases or suspends operations for reasons other than a strike, then the
Insecure Party may immediately terminate this Agreement and repossess any or all
of its equipment and materials in the Defaulting Party's possession, on notice
to the Defaulting Party unless the Defaulting Party immediately gives adequate
assurance of the future performance of this Agreement, on terms and conditions
acceptable to the Insecure Party.

D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.

21. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.

-9-
<PAGE> 20

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

22. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:

TO UNITED: United Airlines TO VENDOR:
DEPT WHQPL Argenbright Security, Inc.
P. 0. Box 66100 3465 N. Desert Drive
Chicago, IL 60666 Atlanta, GA 30344
ATTN: Contract Services ATTN: Thomas Marano
President

Notices will be effective on the first business day following receipt thereof
Notices sent by certified mail will be deemed received on the date of delivery
as indicated on the return receipt; notices sent by telecopy or facsimile will
be deemed received on the date transmitted.

23. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachments, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement

THEREFORE, the parties by their authorized representative have executed this
Agreement effective on the date first provided above.

UNITED AIRLINES, INC. Argenbright Security, Inc. (Vendor)

By: /s/ Douglas A. Hacker By: /s/ Thomas J. Marano
------------------------------- ---------------------------------
DOUGLAS A. HACKER Thomas J. Marano

Title: Senior Vice President and Title: President and COO
Chief Financial Officer ------------------------------
---------------------------

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<PAGE> 21
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

[LOGO] UNITED AIRLINES

EXHIBIT C
UNITED SPECIAL
SERVICES AGREEMENT
133615

WHEELCHAIR SERVICES AGREEMENT, effective the 16th day of November, 1996, by and
between UNITED AIR LINES, INC., a Delaware corporation ("United") with offices
at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007, and Argenbright
Security, Inc., with offices at 3465 North Desert Drive, Atlanta, GA 30344
(Vendor).

1. Airport(s): The airport location(s) governed by this Wheelchair Agreement is
defined as:

SAN FRANCISCO INTERNATIONAL AIRPORT, SAN FRANCISCO, CALIFORNIA
The location will be referred to in this Agreement as the "Airport."

2. Term: This Agreement will commence on November 16, 1996. (hereafter
"Effective Date") and will continue until terminated for convenience by either
party on 30 days prior written notice. Any obligations that survive such
termination will continue thereafter in full force and effect. If for any reason
United's flight operations at the Airport are halted or substantially decreased,
then United may, by 24 hours prior written notice to Vendor, suspend this
Agreement for the length of the suspension.

3. Indemnification: Contractor shall defend, indemnify and hold harmless United,
its directors, officers, employees and agents (collectively "Indemnitee") from
and against any and all liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses or damages, including, but not limited to,
attorneys' fees and court costs (including but not limited to attorneys' fees
incurred by Indemnitee in establishing its right to indemnification hereunder),
(collectively "Claims") for personal injury or bodily injury or death to any
person whomsoever, other than an employee of United, and for damage to any
property whatsoever, in any manner arising out of or in any way connected with
the acts or omissions of Contractor related to any services furnished, or to be
furnished, by Contractor hereunder, except to the extent any Claim results from
any negligent act to Indemnitee.

-1-
<PAGE> 22
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

4. Insurance: Vendor, at its expense, will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:

DESCRIPTION

B. Workers compensation as required by law. Such insurance coverage will be
endorsed to name United as an additional insured to the extent of the
contractual obligations assumed by Vendor under this Agreement. Certificates
evidencing such insurance will be provided to United prior to or upon execution
of this Agreement, will contain appropriate cross liability clauses and waivers
of subrogation, and will provide that United will be given at least thirty (30)
days advance written notice in the event of cancellation, termination, or
material modification of the coverage.

5. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION, ABOVE,
NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS
AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT.

6. Charges: A. Hourly rates and charges for Special Services provided by Vendor
to United at the Airport are defined below. Overtime must be approved by United
in advance of being incurred. To cover irregular operations, overtime will be
mandatory. United Airlines can have work schedules changed up to 72 hours (3
days) prior to the needed change without being charged overtime. Such rates and
charges will be firm for the period, as indicated below. Thereafter, either
party may request a price review by written notice to the other party, which
review will be conducted within 30 days after such notice. Failing agreement,
either party may terminate the Special Services Agreement upon 60 days written
notice, to allow the parties time to make alternate arrangements.

Accepting tips is understood by United as customary compensation for Wheelchair
Servers. Solicitation of tips, however, is prohibited and will result in
employee being removed from United's service.

<TABLE>
<CAPTION>
POSITION STRAIGHT TIME RATE OT/HOLIDAYS (6)
- -------- ------------------ ---------------
<S> <C> <C>
11/16/96-08/31/97
Wheelchair Server $ XXXX $ XXXX
Wheelchair Lead $ XXXX $ XXXX
Special Services Shift Supv $ XXXX $ XXXX
Dispatcher $ XXXX $ XXXX
Baggage Handler $ XXXX $ XXXX
Baggage Handler Lead $ XXXX $ XXXX
</TABLE>

-2-
<PAGE> 23
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

<TABLE>
<S> <C> <C>
EFFECTIVE 09/01/97
Wheelchair Server $ XXXX $ XXXX
Wheelchair Lead $ XXXX $ XXXX
Special Services Shift Supv $ XXXX $ XXXX
Dispatcher $ XXXX $ XXXX
Baggage Handler $ XXXX $ XXXX
Baggage Handler Lead $ XXXX $ XXXX
</TABLE>

C. Vendor will undertake that United will not be commercially disadvantaged
regarding Vendor's service/pricing arrangements under this Agreement as compared
against the service/pricing arrangements offered by Vendor to any competitor of
United that Vendor may service in a reasonably similar manner at any Airport.
Vendor represents and warrants that the hourly rates, fees, prices, terms, and
conditions (collectively "Prices") for personnel, overtime, supervision,
training, and other charges (collectively "Wheelchair Services") under this
Agreement are at least as low as the Prices provided to other customers by
Vendor for comparable Wheelchair Services at the Airport or at any comparable
airport. If Vendor offers or grants to another customer a price for any
Wheelchair Service that is lower than the price paid by United for a
substantially similar Wheelchair Service, then Vendor immediately will offer
such lower price to United. C. Equipment - Vendor will supply additional
wheelchairs, as needed, in good working order. Vendor will maintain equipment
and will replace equipment, at its own cost, as needed. Vendor shall provide
radios, where needed in the operation. United will provide and maintain aisle
chairs. Vendor shall provide I.D. badges. It is Vendor's responsibility to make
sure all employees have a current badge.

-3-
<PAGE> 24
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

7. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. United will pay Vendor upon receipt of and in accordance with Vendor's
invoices. United will pay such invoices within 30 days of receipt of invoice.

B. Taxes: United will pay any sales, use, or personal property taxes imposed by
any taxing authority and required to be paid by United or Vendor as a result of
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of Vendor.

9. Standard of Services: Vendor will adhere strictly to the standards specified
by United. Vendor will use all reasonable efforts to maintain standards for
Wheelchair Services provided by Vendor under this Agreement that meet all
relevant legislation and regulations, including without limitation the Federal
Aviation Administration Air Carrier Standard Security Program. United may at its
cost provide representatives who may inspect the provision of Wheelchair
Services under this Agreement and provide advice and direction to Vendor. In the
event of an accident, Vendor's Manager will immediately notify the
Supervisor/Manager of United Airlines by phone. A detailed written report from
the Vendor's Manager and employee involved must be submitted within 24 hours of
the incident, to United.

10. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours
worked for all employees and hours for which United is billed under this
Agreement. Each sign-in register will be acknowledged and verified by a Vendor
supervisor. On a regular basis as specified by United's designated manager,
Vendor will provide to United a complete copy of all such daily registers.

11. Personal Services: Vendor will not subcontract or delegate to any third
party any of Vendor's duties or responsibilities under this Wheelchair Agreement
without the prior written consent of United. Any approved delegation or
sub-contracting will not relieve Vendor of its responsibilities under this
Agreement and Vendor will remain fully liable for all performance hereunder.

-4-
<PAGE> 25

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

12. Employees: Attire: A. Vendor's employees and agents will at all times be
employees or agents of Vendor and not of United and will not represent
themselves as employees or agents of United. Vendor will comply with all workers
compensation, employers liability, and other regulations and will make all
reports and remit all withholdings or other payroll deductions as required by
law. Vendor will exercise full and complete authority over its personnel with
sole authority to hire and discharge. United may request that any supervisor or
manager at a particular Airport be re-assigned to non-United duties.

B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Below specific standards will apply for Wheelchair Attendants, Wheelchair Leads,
and Baggage Handlers. Uniforms to include the following:

Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.

Name Pin
First name and last name are required an the name pin. The name pin
will be worn on or above the left pocket of the uniform shirt, or on
the left side of the vest; as applicable.

Shirts
The shirt must be worn with a closed collar, and the issued uniform tie
only. Long or short-sleeve shirts may not be rolled up.

Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turn up.

Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.

Parkas and jackets.
A uniform parka or jacket is required in locations with outdoor
exposure to rain or cold weather. A uniform parka or jacket is the only
coat to be worn while on duty.

Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.

-5-
<PAGE> 26
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown, neatly
trimmed and may not extend below the comer of the mouth. Hair must be
of a natural looking color that exhibits professionalism,

Females - Styles may vary in length and cut but a clean, combed and
neatly trimmed look is required, Hair exceeding seven inches in length
must be totally secured at the nape of the neck. All hair fasteners and
ornaments must be compatible with the uniform's professional look.
visible rubber or elastic bands, hair pins or bobby pins, leather or
wooden hair accessories and hair nets are not permitted. Hair must be
of a natural looking color that exhibits professionalism.

13. Employment and Background Investigations: Wheelchair attendants and leads
must be a minimum of eighteen (18) years of age. Any requested deviation from
the age standard must be approved by the United Customer Service Manager or
designee, Vendor shall have in place a program which meets all FAA and DOT
requirements pertaining to alcohol misuse and drug testing. Vendor will conduct
background investigations of each of its employees who will have access to any
secure or restricted area of the Airport. Background investigations will
include, at a minimum, verification of prior employment (ten years where
available, shorter periods as applicable for those entering the workforce from
school) to the extent permitted by law. Each background investigation will be
reduced to writing and will be verified by Vendor as having been completed upon
request by United, or by applicable governmental authority, upon reasonable
notice. United reserves the right to verify independently the results of any
investigation, and to terminate this Agreement without further notice upon
discovery of a materially inaccurate investigation.

14. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform Services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.

15. Force Majeure: Neither party will be responsible for delays in or suspension
of performance caused by acts of God or governmental authority, strikes or labor
disputes, fires or other loss of manufacturing facilities, breach by suppliers
of supply agreements, or other similar or dissimilar cause beyond the reasonable
control of that party.

-6-
<PAGE> 27
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

16. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name or
service marks, including the names "United Air Lines, Inc.," "United Airlines,"
"United" or United's logotype, without first obtaining United's prior written
approval of such use.

17. Unauthorized Payments: A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment, or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing.

18. Non-Discrimination: A. In performing under this Wheelchair Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and facilities
including, without limitation, the provisions contained in Paragraphs 1 through
7 of Part II, Non-discrimination in Employment by Government Contractors and
Subcontractors, of Executive Order 11246 (as amended by Executive order 11375),
and Certification of Non-segregated facilities (41 C.F.R., Chap. 1, Section n
1-12, 803, 10), all of which provisions are incorporated herein by reference and
expressly made a part of this Services Agreement. Vendor also will comply with
all applicable state and local laws regarding non-discrimination in employment
and facilities.

-7-
<PAGE> 28
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

19. Termination: A. If either party (the "Defaulting Party") fails to perform
any of its duties or obligations under this Agreement, and that failure
continues for thirty (30) days after written notice of such default from the
other party, then the other party may terminate this Agreement at any time
thereafter, effective immediately upon written notice of termination to the
Defaulting Party, without prejudice to any other rights or remedies the other
party may have.

B. United may terminate this Agreement on five days prior written notice for any
station where Vendor's Wheelchair operating certificate or authorization is
revoked, suspended, or materially reduced in scope by the FAA or local aviation
authority or where Vendor otherwise becomes unable to provide Wheelchair
Services under this Agreement.

D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.

20. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.

-8-
<PAGE> 29
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

21. Notices: Notices Under the terms Of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:

To United: United Airlines To Vendor: Argenbright Security, Inc.
DEPT WHQPL 3465 N. Desert Drive
P.0. Box 66100 Atlanta, GA 30344
Chicago, IL 60666 Attn: Thomas Marano
Attn: Contract Services President

22. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachments, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement.

THEREFORE, the parties by their authorized representative have executed this
Agreement effective on the date provided in the Amendment,

UNITED AIRLINES, INC. Argenbright Security, Inc.
By: /s/ Douglas A. Hacker By: /s/ Thomas J. Marano
------------------------------- ------------------------------
Thomas J. Marano

Title: DOUGLAS A.HACKER Title: President and COO
---------------------------- -----------------------------
Senior Vice President and
Chief Financial Officer

-9-

<PAGE> 1

EXHIBIT 10.12

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

[LOGO] UNITED AIRLINES

UNITED CONTRACT

133617

AGREEMENT

AGREEMENT, entered into as of December 8, 1996 by and between
ARGENBRIGHT SECURITY, INC., a Georgia corporation with its prinicpal office in
the City of Atlanta, Georgia ("Vendor") and UNITED AIR LINES, INC., a
Delaware corporation with its principal office in the Township of Elk Grove,
State of Illinois ("United").

WITNESSETH:

WHEREAS United wishes for Vendor to provide certain airline related
services to United; and

WHEREAS, Vendor wishes to provide such services to United;

NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, Vendor and United agree as follows:

1. Related Agreements. Vendor and United will execute the following
agreements, hereinafter referred to as the "Related Agreements," concurrently
herewith:

A. an agreement in the form attached hereto as Exhibit A by which
Vendor will provide security services to United at Los Angeles
International Airport "Security Services Agreement"; and

B. an agreement in the form attached hereto as Exhibit B by which
Vendor will provide skycap services to United at Los Angeles
International Airport ("Skycap Services Agreement"), and

C. an agreement in the form attached hereto as Exhibit C by which
Vendor will provide certain terminal services to United at Los
Angeles International Airport ("Services Agreement"),

-1-
<PAGE> 2
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

2. Consideration. The consideration applicable to each of the
transactions set forth in Paragraph 1 above and each Of the applicable Related
Agreements is as set forth in each of the Related Agreements.

3. Entire Agreement. This Agreement and the Related Agreements
constitute the entire agreement and understanding of the parties on the subject
matter hereof and, as of the date first above written, supersede all prior
representations or agreements, whether oral or written, between the parties
regarding the subject matter of this Agreement. This Agreement and the Related
agreements shall not be modified except by written agreement dated even herewith
or subsequent hereto signed on behalf of Vendor and United by their respective
duly authorized representatives.

WHEREFORE, the parties, by their authorized representatives, have
executed this Agreement as of the day and year first above written.

ARGENBRIGHT SECURITY, INC. UNITED AIR LINES, INC.

By: /s/ Thomas J. Marano By: /s/ Douglas A. Hacker
------------------------------- --------------------------------
Thomas J. Marano Douglas A. Hacker

Title: President and COO Title: Senior Vice President and
---------------------------- Chief Financial Officer
----------------------------

-2-
<PAGE> 3
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

[LOGO] UNITED AIRLINES

EXHIBIT A
SECURITY SERVICES
AGREEMENT

UNITED CONTRACT 133617

SECURITY AGREEMENT, effective the 8th day of December, 1996 by and between
UNITED AIR LINES, INC., a Delaware corporation ("United") with offices at 1200
East Algonquin Road, Elk Grove Township, Illinois 60007, and Argenbright
Security, Inc., an airport security business with offices at 3353 Peachtree
Road Northeast, Suite 1120, North Tower, Atlanta, GA 30326 ("Vendor").

1. Airport(s): The airport location(s) governed by this Security
Services Agreement is defined as
LOS ANGELES INTERNATIONAL AIRPORT, LOS ANGELES, CALIFORNIA
The above will be referred to in this Agreement as the "Airport."

2. Security Services: Vendor will provide airport security services to United at
the Airport, including as directed by United concourse or gate x-ray/table,
international bag x-ray, FIS/RCC operations, Security Corridor monitoring and
hand search. These services are hereafter referred to as "Security Services."
United and Vendor will cooperate to ensure that adequate security supervisory
presence is provided at Airport security points. United may adjust staffing or
position headcount levels to meet reasonably anticipated passenger flows.

3. Term: This Agreement will commence on December 8, 1996 (hereafter "Effective
Date") and will continue until terminated for convenience by either party on 30
days prior written notice. Any obligations that survive such termination will
continue thereafter in full force and effect. If for any reason United's flight
operations at the Airport are halted or substantially decreased, then United may
by 24 hours prior written notice to Vendor suspend this Agreement for the length
of the suspension.

4. Indemnification: Vendor shall defend, indemnify and hold harmless United, its
directors, officers, employees and agents (collectively "Indemnitee") from
and against any and all liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses or damages, including, but not limited to,
attorneys' fees and court costs (including but not limited to attorneys' fees
incurred by Indemnitee in establishing its right to indemnification hereunder),
(collectively "Claims") for personal injury or bodily injury or death to any
person whomsoever, other than an employee of United, and for damage to any
property whatsoever, in any manner arising out of or in any way connected with
the acts or omissions of Vendor related to any services furnished, or to be
furnished, by Vendor hereunder, except to the extent any Claim results from any
negligent act of Indemnitee.

-1-
<PAGE> 4
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

5. Insurance: Vendor at its expense will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:

DESCRIPTION MINIMUM LIABILITY

A. Comprehensive General Liability, including personal injury, contractual
completed operations, independent Vendor, and products hazards:
$10 MILLION COMBINED SINGLE LIMIT EACH OCCURRENCE

B. Workers compensation as required by law. Such insurance coverage as described
in "A" above will be endorsed to name United as an additional insured to the
extent of the contractual obligations assumed by Vendor under this Agreement.
Certificates evidencing such insurance will be provided to United prior to or
upon execution of this Agreement, will contain appropriate cross liability
clauses and will provide that United will be given at least thirty (30) days
advance written notice in the event of cancellation, termination, or material
modification of the coverage.

6. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION, ABOVE,
NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS
AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT.

7. Charges: A. Hourly rates and charges for Security Services provided by Vendor
to United at the Airport are defined below:

<TABLE>
<CAPTION>
POSITION STRAIGHT TIME OT/HOLIDAYS(6)
-------- ------------- --------------
<S> <C> <C> <C>
12/08/96-08/31/97

PBS/Exit Guard $ XXXXX/Hr $ XXXXXXX
CSS $ XXXXX/Hr $ XXXXXXX
FIS Specialist $ XXXXX/Hr $ XXXXXXX
SCM Roving Guard $ XXXXX/Hr $ XXXXXXX
Screening Shift Supv $ XXXXX/Hr $ XXXXXXX

09/01/97-06/30/98

PBS/Exit Guard $ XXXX/Hr $ XXXXXXX
CSS $ XXXX/Hr $ XXXXXXX
FIS Specialist $ XXXX/Hr $ XXXXXXX
SCM Roving Guard $ XXXX/Hr $ XXXXXXX
Screening Shift Supv $ XXXX/Hr $ XXXXXXX
</TABLE>

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<PAGE> 5
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

<TABLE>
<S> <C> <C> <C>
EFFECTIVE 07/01/98
PBS/Exit Guard $ XXXX/Hr $ XXXX
CSS $ XXXX/Hr $ XXXX
FIS Specialist $ XXXX/Hr $ XXXX
SCM Roving Guard $ XXXX/Hr $ XXXX
Screening Shift Supv $ XXXX/Hr $ XXXX
</TABLE>

Holidays Include: New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

Overtime must be approved by United in advance of being incurred. In order to
cover irregular operations, overtime will be mandatory. United Airlines can have
work schedules changed up to 72 hours (3 days) prior to the needed change
without being charged overtime. Such rates and charges will be firm for the
above-stated dates. Thereafter, either party may request a price review by
written notice to the other party, which review will be conducted within 30 days
after such notice. Failing agreement, either party may terminate the Security
Agreement upon 60 days written notice, to allow the parties time to make
alternate arrangements.

8. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. Security employees must sign in for work on a United provided sign-in
log. United will pay Vendor within 30 days of receipt of and in accordance with
Vendor's invoices.

9. Taxes: United will pay any sales, use, or personal property taxes imposed by
any taxing authority and required to be paid by United or Vendor as a result of
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of Vendor.

-3-
<PAGE> 6
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

10. FAA Violations, Fines: Fines levied against the airlines by the FAA for
security violations shall be recovered from Vendor if violation is attributed to
Vendor deficiencies and/or negligence. These shall include, but not be limited
to, checkpoint personnel errors, inadequate training, manpower shortages,
noncompliance with government regulations, etc. Vendor's liability for any civil
penalty assessed as a result of an FAA test failure shall be full payment for
fines arising out of any one occurrence. Payment will be due 30 days from
notification by United Airlines after resolution of fine amount between United
and the FAA.

11. Standard of Services. Vendor will adhere strictly to the standards specified
by United. Vendor will use all reasonable efforts to maintain standards for
Security Services provided by Vendor under this Agreement that meet all relevant
legislation and regulations, including without limitation the Federal Aviation
Administration Air Carrier Standard Security Program and State of Illinois
regulations. United may at its cost provide representatives who may inspect the
provision of Security Services under this Agreement and provide advice and
direction to Vendor.

12. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor will maintain records documenting "dangerous goods"
employee training. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours
worked for all employees and hours for which United is billed under this
Agreement. Each sign-in register will be acknowledged and verified by a Vendor
supervisor. On a regular basis as specified by United's designated manager,
Vendor will provide to United a complete copy of all such daily registers.

14. United Equipment: United will provide any required x-ray machines, and
magnetometers. Vendor will ensure that the Equipment is operated only by
employees trained to do so. United retains all rights, title, and interest in
and to the Equipment. Risk of loss of the Equipment passes to Vendor upon
possession; Vendor's insurance coverage required under this Agreement will be
primary with respect to any loss of or damage to the Equipment so long as such
equipment is in the possession and control of Vendor. Vendor is responsible for
customer belongings going through x-ray. Vendor will reimburse customer for
destruction and/or loss/theft of any personal property. Vendor will provide
dosimeter badges, I.D. badges, and handwands. Radios will also be provided by
Vendor at all exits and remote areas. It is the Contractor's responsibility to
make sure that all employees have a current badge.

-4-
<PAGE> 7
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

15. Employees; Attire: A. Vendor's employees and agents will at all times be
employees or agents of Vendor and not of United and will not represent
themselves as employees or agents of United. Vendor will comply with all workers
compensation employers liability, and other regulations and will make all
reports and remit all withholdings or other payroll deductions as required by
law. Vendor will exercise full and complete authority over its personnel with
sole authority to hire and discharge. United may request that any supervisor or
manager at a particular Airport be re-assigned to non-United duties.

B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Uniforms to include the following:

Jackets
Required to wear the dress uniform jacket at all times in combination
with other components.

Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.

Name Pin
First name and last name are required on the name pin. The name pin
will be worn on breast pocket of the jacket.

Shirts
The shirt must be worn with a closed collar. Cuffs may not be rolled
under or over the jacket sleeve. Long or short-sleeve shirts may not be
rolled up.

Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turned up.

Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.

Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.

Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown, neatly
trimmed and may not extend below the corner of the mouth. Hair must be
of a natural color that exhibits a professional image.

-5-
<PAGE> 8
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

C. Vendor shall have a drug and alcohol testing program which complies with
Federal Aviation Regulations (Part 121, Appendix I) for its employees who
perform aviation security or screening duties under this Agreement. Vendor shall
allow United to review its program and any related records applicable to
Vendor's employees providing service to United under this Agreement. Vendor
shall also have an alcohol testing program which complies with Federal Aviation
Regulations for its employees who perform aviation security or screening duties
under this Agreement.

16. Employment and Background Investigations: The minimum age for a screening
employee will be eighteen (18) years of age. Vendor will conduct background
investigations of each of its employees who will have access to any secure or
restricted area of the Airport. Background Investigations will include, at a
minimum, verification of prior employment (ten years where available, shorter
periods as applicable for those entering the workforce from school) to the
extent permitted by law. Each background investigation will be reduced to
writing and will be verified by Vendor as having been completed upon request by
United, or by applicable governmental authority, upon reasonable notice. United
reserves the right to verify independently the results of any investigation, and
to terminate this Agreement without further notice upon discovery of a
materially inaccurate investigation.

19. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name or
service marks, including the names "United Air Lines, Inc.," "United Airlines,"
"United" or United's logotype, without first obtaining United's prior written
approval of such use. No employee shall have any discussion with media or others
regarding United Air Lines process and/or procedures of security.

-6-
<PAGE> 9
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

B. In connection with any performance under this Agreement neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, vendor or customer of United, or from anyone
else with whom United does business, including any governmental official or
representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling.

21. Non-discrimination: A. In performing under this Services Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and
facilities including, without limitation, the provisions contained in Paragraphs
1 through 7 of Part II, Non-discrimination in Employment by Government
Contractors and Subcontractors, of Executive Order 11246 (as amended by
Executive Order 11375), and Certification of Nonsegregated facilities (41 CFR,
Chap. 1, Section n 1-12, 803, 10), all of which provisions are incorporated
herein by reference and expressly made a part of this Services Agreement. Vendor
also will comply with all applicable state and local laws regarding
non-discrimination in employment and facilities

B. United may terminate this Agreement on five days prior written notice for any
station where Vendor's security operating certificate or authorization is
revoked, suspended, or materially reduced in scope by the FAA or local aviation
authority or where Vendor otherwise becomes unable to provide Security Services
under this Agreement.

C. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is not
paying its bills when due without just cause; if the Defaulting Party takes any
step leading to its cessation as a going concern; or if the Defaulting Party
either ceases or suspends operations for reasons other than a strike, then the
Insecure Party may immediately terminate this Agreement, and repossess any or
all of its equipment and materials in the Defaulting Party's possession, on
notice to the Defaulting Party unless the Defaulting Patty immediately gives
adequate assurance of the future performance of this Agreement, on terms and
conditions acceptable to the Insecure Party.

-7-
<PAGE> 10
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.

24. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:

To United: United Airlines To Vendor: Argenbright Security, Inc.
DEPT. WHQPL 3353 Peachtree Road Northeast
P.O. Box 66100 Suite 1120, North Tower
Chicago, IL 60666 Atlanta, GA 30326
ATTN: Contract Services ATTN: Thomas J. Marano,
President

THEREFORE, the parties by their authorized representatives have executed this
Agreement effective on the date first provided above.

UNITED AIR LINES, INC. Argenbright Security, Inc.

By: /s/ Douglas A. Hacker By: /s/ Thomas J. Marano
------------------------------- -----------------------
Douglas A. Hacker Thomas J. Marano

Title: Senior Vice President Title: President and COO
and Chief Financial Officer ---------------------
---------------------------

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<PAGE> 11
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

[LOGO] UNITED AIRLINES

EXHIBIT B
SKYCAP SERVICES AGREEMENT

UNITED CONTRACT 133617

SKYCAP SERVICES AGREEMENT, effective the 8TH day of December, 1996, by and
between UNITED AIR LINES, INC., a Delaware corporation ("United") with offices
at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007, and Argenbright
Security, Inc., with offices at 3353 Peachtree Road Northeast, Suite 1120 North
Tower, Atlanta, GA 30326 ("Vendor").

1. Airport(s): The airport location(s) governed by this Skycap Agreement is
defined as
LOS ANGELES INTERNATIONAL AIRPORT, LOS ANGELES, CALIFORNIA
The above will be referred to in this Agreement as the "Airport."

2. Term: This Agreement will commence on December 8, 1996 (hereafter "Effective
Date") and will continue until terminated for convenience by either party on 30
days prior written notice. Any obligations that survive such termination will
continue thereafter in full force and effect. If for any reason United's flight
operations at the Airport are halted or substantially decreased, then United may
by 24 hours prior written notice to Vendor suspend this Agreement for the length
of the suspension.

Reads tickets discerning differences between domestic and international
travel.

Accepts and routes customer's baggage to destination, including
preparing and attaching bag tags and claim checks, and assists in the
carrying, transporting of oversized baggage, skis and kennels.

Reads and interprets airline guides, schedules and other reference
materials containing baggage and hazardous materials handling
procedures, security regulations and other operational procedure.

Meets all safety/security requirements and profiles required by the FAA
and United Airlines including hazardous materials screening.

In a positive and friendly manner verifies customer's final destination
and routing

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<PAGE> 12

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

from ticket, removes all straps and hooks from luggage, checks to
ensure customer ID on bag, places bag tag on side of handle, and
verbally confirms the final destination and number of bags checked with
each customer. Will be required to use automated bag tag printers.
Ensures that customers requiring services not available curbside, i.e.,
international check-in, excess charges, ticketing, etc., are
directed/assisted to the appropriate United representative. Vendor will
be required to replenish supplies provided by United. United Airlines
will determine staffing of Skycaps.

B. United's transactions consist of the following minimum requirements:

C. Duty Supervisors

D. Miscellaneous

In the event of an FAA, violation, contracting manager will immediately
notify the Supervisor/Manager of United Airlines by phone. A detailed
written report from the manager and skycap involved must be submitted
within 24 hours of the incident to United Airlines.

E. Preferential Consideration of United Skycaps

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<PAGE> 13

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

Former United Skycap will have first right of refusal to work in
United's operation at San Francisco.

4. Indemnification: Vendor will defend, indemnify, and hold harmless United, its
officers, employees, and agents (collectively "United") against and from any and
all liability, claims, suits, judgments, losses, damages, or costs (including
reasonable attorneys fees and expenses) by third parties for injuries to or
deaths of persons or loss of or damage to property (including claims allegedly
arising from the negligence of United in connection therewith) arising out of
(i) the provision of any services by Vendor under this Agreement, or (ii) any
failure of supervision, negligence, or willful misconduct of Vendor under this
Agreement, all except to the extent caused by the intentional or willful
misconduct of United.

5. Insurance: Vendor at its expense will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:

DESCRIPTION

A. Comprehensive General Liability, including personal injury, contractual
completed operations, independent contractor, and products hazards:
MINIMUM LIABILITY $1 MILLION COMBINED SINGLE LIMIT GENERAL LIABILITY EACH
OCCURRENCE

B. WORKERS COMPENSATION AS REQUIRED BY LAW. Such insurance coverage will be
endorsed to name United as an additional insured to the extent of the
contractual obligations assumed by Vendor under this Agreement. Certificates
evidencing such insurance will be provided to United prior to or upon execution
of this Agreement, will contain appropriate cross liability clauses and waivers
of subrogation, and will provide that United will be given at least thirty (30)
days advance written in the event of cancellation, terminations or material
modification of the coverage.

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<PAGE> 14

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BBEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

7. Charges: A. Hourly rates and charges for Skycap Services provided by Vendor
to United at the Airport will be as follows:
<TABLE>
<CAPTION>

Position Straight Time Rate OT/Holidays Co
-------- ------------------ --------------
<S> <C> <C> <C>
12/08/96-08/31/97 Skycap $XXXX/Hr $XXXX/Hr
Skycap Lead $XXXX/Hr $XXXX/Hr
Shift Supervisor $XXXX/Hr $XXXX/Hr
--------------------------------------------------------
09/01/97-06/30/98 Skycap $XXXX/Hr $XXXX/Hr
Skycap Lead $XXXX/Hr $XXXX/Hr
Shift Supervisor $XXXX/Hr $XXXX/Hr
--------------------------------------------------------
Effective 07/01/98 Skycap $XXXX/Hr $XXXX/Hr
Skycap Lead $XXXX/Hr $XXXX/Hr
Shift Supervisor $XXXX/Hr $XXXX/Hr
</TABLE>

Accepting tips is understood by United as customary compensation for Skycap
services. Solicitation of tips, however, is prohibited and win result in
employee being removed from United's service.

B. Equipment: United Airlines will provide some initial equipment, including
Two-wheel carts, and Four-wheel carts. If additional equipment is needed, vendor
will provide. Vendor will repair and maintain all equipment, and will replace
equipment at its expense as it becomes necessary. Vendor will report any damage
to the United Airlines podiums used on the curb. Vendor will provide I.D.
badges. It is Vendors responsibility to make sure all employees have a current
badge.

Overtime must be approved in writing by United in advance of being incurred.

B. The prices in the Amendment will be subject to renegotiation if any law,
regulation, or ruling of any governmental authority having jurisdiction over the
subject matter is enacted that alters the costs of performing the Skycap
Services under this Agreement.

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<PAGE> 15

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

8. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. United will pay Vendor upon receipt of and in accordance with Vendor's
invoices. United will pay such invoices within 30 days of date of receipt of
invoice.

9. Taxes: United will pay any sales, use, or personal property taxes imposed by
any taxing authority and required to be paid by United or Vendor as a result of
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of Vendor.

10. Standard of Service: Vendor will adhere strictly to the standards specified
by United. Vendor will use all reasonable efforts to maintain standards for
Skycap Services provided by Vendor under this Agreement that meet all relevant
legislation and regulations, including without limitation the Federal Aviation
Administration Air Carrier Standard Security Program. United may at its cost
provide representatives who may inspect the provisions of Skycap Services under
this Agreement and provide advice and direction to Vendor.

11. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor will maintain records documenting "dangerous goods"
employee training. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours worked
for all employees and hours for which United is billed under this Agreement.
Each sign-in register will be acknowledged and verified by a Vendor supervisor.
On a regular basis as specified by United's designated manager, Vendor will
provide to United a complete copy of all such daily registers. All training
records are the property of United Airlines and shall remain on United Airlines'
property.

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<PAGE> 16
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

12. Personal Services: Vendor will subcontract or delegate to a third party the
duties and responsibilities listed under this Skycap Agreement. The approved
delegation or sub-contracting will not relieve Vendor of its responsibilities
under this Agreement and Vendor will remain fully liable for all performance
hereunder.

B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Uniforms to include the following:

Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.

Name Pin
First name and last name are required on the name pin. The name pin
will be worn on or above the left pocket of the uniform shirt

Cap
Required to wear the issued cap at all times.

Shirts
The shirt must be worn with a closed collar. Long or short-sleeve
shirts may not be rolled up.

Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turned up.

Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.

Parkas and jackets
A uniform parka or jacket is required in locations with outdoor
exposure to rain or cold weather. A uniform parka or jacket is the only
coat to be worn while on duty.

Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.

-6-
<PAGE> 17
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown, neatly
trimmed and may not extend below the corner of the mouth. Hair must be
of a natural looking color that exhibits a professional appearance.

-7-

<PAGE> 18
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

18. Unauthorized Payments: A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment, or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing.

B. In connection with any performance under this Agreement, neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, contractor or customer of United, or from
anyone else with whom United does business, including any governmental official
or representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling.

19. Non-Discrimination: A. In performing under this Skycap Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and facilities
including, without limitation, the provisions contained in Paragraphs 1 through
7 of Part II, Non-discrimination in Employment by Government Contractors and
Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375),
and Certification of Non-segregated facilities (41 CFR, Chap. 1, Section n 1 -
12, 803, 10), all of which provisions are incorporated herein by reference and
expressly made a part of this Skycap Agreement. Vendor also will comply with all
applicable state and local laws regarding non-discrimination in employment and
facilities.

20. Termination: A. If either party (the "Defaulting Party") fails to perform
any of its duties or obligations under this Agreement, and that failure
continues for thirty (30) days after written notice of such default from the
other party, then the other party may terminate this Agreement at any time
thereafter, effective immediately upon written notice of termination to the
Defaulting Party, without prejudice to any other rights or remedies the other
party may have.

-8-
<PAGE> 19
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.

-9-
<PAGE> 20

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

22. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:

To United: United Airlines To Vendor: Argenbright Security, Inc.
DEPT WHQPL 3353 Peachtree Road Northeast
P.0. Box 66100 Suite 1120, North Tower
Chicago, IL 60666 Atlanta, GA 30326
ATTN: Contract Services ATTN: Thomas J. Marano
President

23. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachment, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement

THEREFORE, the Parties by their authorized representative have executed this
Agreement effective on the date first provided above,

ARGENBRIGHT SECURITY, INC, UNITED AIR LINES, INC.

By: /s/ Douglas A. Hacker By: /s/ Thomas J. Marano
-------------------------------- -------------------------------
DOUGLAS A. HACKER Thomas J. Marano

Title: Senior Vice President and Title: President and COO
Chief Financial Officer ----------------------------
---------------------------

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<PAGE> 21
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

[UNITED AIRLINES LOGO]

EXHIBIT C
UNITED SPECIAL
SERVICES AGREEMENT

United Contract 133617

WHEELCHAIR SERVICES AGREEMENT, effective the 8th day of December, 1996, by and
between UNITED AIR LINES, INC., a Delaware corporation ("United") with offices
at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007, and Argenbright
Security, Inc., with offices at 3353 Peachtree Road Northeast, Suite 1120 North
Tower, Atlanta, GA 30326 (Vendor).

1.Airport(s): The airport location(s) governed by this Wheelchair Agreement is
defined as:

LOS ANGELES INTERNATIONAL AIRPORT, LOS ANGELES, CALIFORNIA
The location will be referred to in this Agreement as the "Airport."

2. Term: This Agreement will commence on December 8, 1996. (hereafter
"Effective Date") and will continue until terminated for convenience by either
party on 30 days prior written notice. Any obligations that survive such
termination will continue thereafter in full force and effect. If for any reason
United's flight operations at the Airport are halted or substantially decreased,
then United may, by 24 hours prior written notice to Vendor, suspend this
Agreement for the length of the suspension.

3. Indemnification: Contractor shall defend, indemnify and hold harmless United,
its directors, officers, employees and agents (collectively "Indemnitee") from
and against any and all liabilities, claims, demands, suits, causes of
action, losses, penalties, fines, expenses or damages, including, but not
limited to, attorneys' fees and court costs (including but not limited to
attorneys' fees incurred by Indemnitee in establishing its right to
indemnification on hereunder), (collectively "Claims") for personal injury or
bodily injury or death to any person whomsoever, other than an employee of
United, and for damage to any property whatsoever, in any manner arising out of
or in any way connected with the acts or omissions of Contractor related to any
services furnished, or to be furnished, by Contractor hereunder, except to the
extent any Claim results from any negligent act to Indemnitee.

-1-
<PAGE> 22

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

4. Insurance: Vendor, at its expense, will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:

DESCRIPTION

A. Comprehensive General Liability, including personal injury, contractual
completed operations, independent contractor, and products hazards: MINIMUM
LIABILITY $10 MILLION COMBINED SINGLE LIMIT GENERAL LIABILITY EACH OCCURRENCE
B. Workers compensation as required by law. Such insurance coverage will be
endorsed to name United as an additional insured to the extent of the
contractual obligations assumed by Vendor under this Agreement. Certificates
evidencing such insurance will be provided to United prior to or upon execution
of this Agreement, will contain appropriate cross liability clauses and waivers
of subrogation, and will provide that United will be given at least thirty (30)
days advance written notice in the event of cancellation, termination, or
material modification of the coverage.

6. Charges: A. Hourly rates and charges for Special Services provided by Vendor
to United at the Airport are defined below. Overtime must be approved by United
in advance of being incurred. To cover irregular operations, overtime will be
mandatory. United Airlines can have work schedules changed up to 72 hours (3
days) prior to the needed change without being charged overtime. Such rates and
charges will be firm for the period, as indicated below. Thereafter, either
party may request a price review by written notice to the other party, which
review will be conducted within 30 days after such notice. Failing agreement
either party may terminate the Special Services Agreement upon 60 days written
notice, to allow the parties time to make alternate arrangements.

Accepting tips is understood by United as customary compensation for Wheelchair
Servers. Solicitation of tips, however, is prohibited and will result in
employee being removed from United's service.
<TABLE>
<CAPTION>

POSITION STRAIGHT TIME RATE OT/HOLIDAYS(6)
- -------- ------------------ --------------
<S> <C> <C>
12/08/96-08/31/97
Wheelchair Server $ XXXX $XXXXX
Wheelchair Lead $ XXXX $XXXXX
Special Services Shift Supv $ XXXX $XXXXX
Dispatcher $ XXXX $XXXXX
Positive Claim Agent $ XXXX $XXXXX
TWOV/UM/Electric Cart Agent $ XXXX $XXXXX
Baggage Handler $ XXXX $XXXXX
Baggage Handler Lead $ XXXX $XXXXX
</TABLE>

-2-
<PAGE> 23

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

EFFECTIVE 09/01/97 - 06/30/98
<S> <C> <C>
Wheelchair Server $ XXXX $ XXXX
Wheelchair Lead $ XXXX $ XXXX
Special Services Shift Supv $ XXXX $ XXXX
Dispatcher $ XXXX $ XXXX
Positive Claim Agent $ XXXX $ XXXX
TWOV/UM/Electric Cart Agent $ XXXX $ XXXX
Baggage Handler $ XXXX $ XXXX
Baggage Handler Lead $ XXXX $ XXXX
</TABLE>

EFFECTIVE 07/01/98
<S> <C> <C>
Wheelchair Server $ XXXX $ XXXX
Wheelchair Lead $ XXXX $ XXXX
Special Services Shift Supv $ XXXX $ XXXX
Dispatcher $ XXXX $ XXXX
Positive Claim Agent $ XXXX $ XXXX
TWOV/UM/Electric Cart Agent $ XXXX $ XXXX
Baggage Handler $ XXXX $ XXXX
Baggage Handler Lead $ XXXX $ XXXX
</TABLE>

C. Vendor will undertake that United will not be commercially disadvantaged
regarding Vendor's service/pricing arrangements under this Agreement as compared
against the service/pricing arrangements offered by Vendor to any competitor of
United that Vendor may service in a reasonably similar manner at any Airport.
Vendor represents and warrants that the hourly rates, fees, prices, terms, and
conditions (collectively "Prices") for personnel, overtime, supervision,
training, and other charges (collectively "Wheelchair Services") under this
Agreement are at least as low as the Prices provided to other customers by
Vendor for comparable Wheelchair Services at the Airport or at any comparable
airport. If Vendor offers or grants to another customer a price for any
Wheelchair Service that is lower than the price paid by United for a
substantially similar Wheelchair Service, then Vendor immediately will offer
such lower price to United. C. Equipment-Vendor will supply additional
wheelchairs, as needed, in good working order. Vendor will maintain equipment
and will replace equipment, at its own cost, as needed. Vendor shall provide
radios, where needed in the operation. United will provide and maintain aisle
chairs. Vendor shall provide I.D. badges. It is Vendor's responsibility to make
sure all employees have a current badge.

-3-
<PAGE> 24

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

7. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. United will pay Vendor within 30 days Of receipt of and in accordance
with Vendor's invoices.

8. Taxes: United will pay any sales, use, or personal property taxes imposed by
any taxing authority and required to be paid by United or Vendor as a result of
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of Vendor.

10. Reports/Records: A. Vendor will maintain such book, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours worked
for all employees and hours for which United is billed under this Agreement.
Each sign-in register will be acknowledged and verified by a Vendor supervisor.
On a regular basis as specified by United's designated manager, Vendor will
provide to United a complete copy of all such daily registers.

-4-
<PAGE> 25

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

12. Employees; Attire: A. Vendor's employees and agents will at all times be
employees or agents Of Vendor and not of United and will not represent
themselves as employees or agents of United. Vendor will comply with all workers
compensation, employers liability, and other regulations and will make all
reports and remit all withholdings or other payroll deductions as required by
law. Vendor will exercise full and complete authority Over its Personnel with
sole authority to hire and discharge. United may request that any supervisor or
manager at a particular Airport be re-assigned to non-United duties.

B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Below specific standards will apply for Wheelchair Attendants, Wheelchair Leads,
and Baggage Handlers. Uniforms to include the following:

Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.

Name Pin
First name and last name are required on the name pin. The name pin
will be worn on or above the left pocket of the uniform shirt, or on
the left side of the vest, as applicable.

Shirts
The shirt must be worn with a closed collar, and the issued uniform tie
only. Long or short-sleeve shirts may not be rolled up.

Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turned up.

Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.

Parkas and jackets
A uniform parka or jacket is required in locations with outdoor
exposure to rain or cold weather. A uniform parka or jacket is the only
coat to be worn while on duty.

Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.

-5-
<PAGE> 26
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

Hair Male's - Styles may vary in length and cut; but a clean, combed,
and neatly trimmed look is required. Mustaches must be fully grown,
neatly trimmed and may not extend below the corner of the mouth. Hair
must be of a natural looking color that exhibits professionalism.

13. Employment and Background Investigations: Wheelchair attendants and leads
must be a minimum of eighteen (18) years of age. Any requested deviation from
the age standard must be approved by the United Customer Service Manager or
designee. Vendor shall have in place a program which meets all FAA and DOT
requirements pertaining to alcohol misuse and drug testing. Vendor will conduct
background investigations of each of its employees who will have access to any
secure or restricted area of the Airport. Background Investigations will
include, at a minimum, verification of prior employment (ten years where
available, shorter periods as applicable for those entering the workforce from
school) to the extent permitted by law. Each background investigation Will be
reduced to writing and will be verified by Vendor as having been completed upon
request by United, or by applicable governmental authority, upon reasonable
notice. United reserves the right to verify independently the results of any
investigation, and to terminate this Agreement without further notice upon
discovery of a materially inaccurate investigation.

14. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.

-6-
<PAGE> 27
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

17. Unauthorized Payments: A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment, or offer, promise or authorize any payment of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing.

18. Non-Discrimination: A. In performing under this Wheelchair Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and facilities
including, without limitation, the provisions contained in Paragraphs 1 through
7 of Part II, Nondiscrimination in Employment by Government Contractors and
Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375),
and Certification of Non-segregated facilities (41 C.F.R, Chap. 1, Section n
1-12, 803, 10), all of which provisions are incorporated herein by reference and
expressly made a part of this Services Agreement. Vendor also will comply with
all applicable state and local laws regarding non-discrimination in employment
and facilities.

-7-
<PAGE> 28
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

19. Termination: A. If either party (the "Defaulting party") fails to perform
any of its duties or obligations under this Agreement, and that failure
continues for thirty (30) days after written notice of such default from the
other party, then the other party may terminate this Agreement at any time
thereafter, effective immediately upon written notice of termination to the
Defaulting Party, without prejudice to any other rights or remedies the other
party may have.

D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not
otherwise terminated, then the other party (the "Other Party") may suspend all
further performance of this Agreement until the Bankrupt assumes or rejects
this Agreement. Any such suspension of further performance by the Other Party
pending the Bankrupt's assumption or rejection will not be a breach of this
Agreement and will not affect the Other Party's right to pursue or enforce any
of its rights under this Agreement or otherwise.

20. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a Parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.

-8-
<PAGE> 29

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

21. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:

To United: United Aid To Vendor: Argenbright Security, Inc.
DEPT WHQPL 33 53 Peachtree Road Northeast
P. 0. Box 66100 Suite 1120, North Tower
Chicago, IL 60666 Atlanta, GA 30326
Attn: Contract Services Attn:Thomas J. Marano, President

Notices will be effective on the first business day Mowing receipt thereof.
Notices sent by certified mail will be deemed received on the date of delivery
as indicated on the return receipt; notices sent by telecopy or facsimile will
be deemed received on the date transmitted.

THEREFORE, the parties by their authorized representative have executed this
Agreement effective on the date provided in the Amendment,

UNITED AIRLINES, INC. Argenbright Security, Inc.

By: /s/ Douglas A. Hacker By:/s/ Thomas J. Morano
------------------------------- ------------------------
DOUGLAS A. HACKER Thomas J. Morano

Title: Senior Vice President Title: President and COO
and Chief Financial Officer ------------------------
---------------------------

-9-

<PAGE> 1
EXHIBIT 10.13

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

SECURITY SERVICES AGREEMENT

<TABLE>
<S> <C> <C>
ARGENBRIGHT Client's Service Address: National Service Agreement
SECURITY, INC. Please See Attached Exhibits
3465 North Desert Drive Telephone Number: (703) 918-1861
Atlanta, Georgia 30344 Commencement of Services: June 1, 1996
</TABLE>

Agreement dated as of March 12, 1997 between America Online Inc. having an
office at 22000 AOL Way, Dulles VA 20166 (hereinafter called Client) and
Argenbright Security, Inc. (hereinafter called Argenbright).

Client desires to have Argenbright furnish Client with uniformed or plainclothes
guards and/or other security personnel (hereinafter called Security Personnel)
with such equipment as shall be mutually agreed upon by Client and Argenbright
on the terms and conditions in this Agreement. Accordingly, Client and
Argenbright agree as follows:

SECURITY PERSONNEL

Argenbright shall furnish Client with such Security Personnel at location or
locations from starting dates and times and during hours as specified with such
special equipment as radios, watch clocks, etc., as Argenbright and Client shall
mutually agree upon in writing, as identified in the addendum and exhibits.
Uniformed Security Personnel shall be equipped with Argenbright equipment and
badges.

RATES

Client agrees to pay Argenbright the following rates plus all applicable sales,
use and/or similar taxes.

Please See Attached Exhibits For Site Specific Details of Hours of Coverage &
Rates

Holiday rates shall apply on all legally declared national, state or local
holidays as specified below. In addition, Client will pay Argenbright OVERTIME
RATES for work requested by the client in excess of 12 hours per day, or 40
hours per week.

Please See Exhibits Section For Detail

RATE CHANGE

The rates quoted above will remain in effect until May 31, 1997. In the event
of any change in any federal, state or municipal legislation, regulation,
administrative ruling or collective bargaining agreement effecting any change in
work hours, pay rates, working conditions or the cost of performing this
Agreement, Argenbright shall notify Client in writing of the change in the rates
to be charged Client the reason for the change, and the effective date of the
change.

INVOICES

Argenbright will invoice Client bi-weekly or as soon as practicable. Invoices
will be mailed or delivered to such office as Client may direct and are payable
upon receipt without offset or abatement at the address specified on the
invoice. Any dispute or claim regarding the amount of an invoice or the
underlying services rendered must be sent in writing by the Client to
Argenbright within seven days from the invoice date setting forth the nature of
any claims or disputes. Client must notify Argenbright in writing within (15)
days from the invoice date, setting forth the specific items in dispute;
otherwise all disputes will be deemed waived. An interest rate at the lower of
1 1/2% per month or such lesser percentage as may be allowed to all invoices not
paid within thirty (30) days of the invoice date. Client agrees to pay
reasonable attorney and other fees which may be
<PAGE> 2
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

incurred to collect any unpaid invoices. Billing rates charged Client shall be
adjusted to reflect any and all increases or decreases in the higher of federal
and state unemployment tax rates, worker's compensation costs, federal and state
minimum hourly wage rates and social security rates.

EMPLOYEES

Security personnel are employees of Argenbright, an independent contractor and
Argenbright will pay all wages and all applicable social security taxes,
unemployment taxes and any similar taxes.

HIRING RESTRICTIONS

Client acknowledges that in preparing to perform under this Agreement,
Argenbright will incur substantial start-up costs and expenses including, but
not limited to, management time, general and administrative costs, and the
costs and expenses of recruiting, testing, hiring, training and supervising
Argenbright personnel assigned to Client's location(s) under this Agreement.
Client therefore agrees that while this Agreement is in effect, and for one
year thereafter. (I) Client will not hire for their own employment any person
employed by Argenbright in the performance of this Agreement. Recognizing the
costs incurred and exercise dedicated by Argenbright in selecting, recruiting
and training its personnel, Client agrees to a payment of XXXXX dollars as
liquidated damages for each security officer employed directly or indirectly by
Client within one year after termination of this agreement.

LIMITS OF LIABILITY

Client acknowledges that Argenbright is not an insurer. Argenbright makes no
warranty, express or otherwise, that the services furnished shall avert or
prevent occurrences or consequences therefrom. The amounts payable to
Argenbright under this Agreement are based upon the value of the services
rendered and are unrelated to the value of Client's property or the property of
others located in or about Client premises. The services provided under this
Agreement are solely for the benefit of the Client and neither this Agreement
nor any services rendered hereunder shall give rise to, or shall be deemed to or
construed so as to confer any rights on any other party as a third party
beneficiary or otherwise and Client agrees to indemnify Argenbright against any
claims by such third parties.

Notwithstanding anything contrary herein Argenbright shall not be liable to
Client for any injury (including death) to any person or for any property loss
or damage directly or indirectly resulting from the criminal wrongdoing of
Argenbright's employees or agents unless Argenbright, its officers, employees or
agents may be found to have been negligent in the performance of its or their
duties.

The parties agree that due to the nature of the services to be rendered by
Argenbright hereunder it is impracticable and extremely difficult to fix the
actual damages, if any, of Client arising out of Argenbright's performance or
failure to perform hereunder; that Argenbright's maximum liability to Client
arising out of or relating to this Agreement except when such damage is a result
of an act, negligence, fault, or omission of Argenbright's officers, employees
or agents or Argenbright's performance or non-performance of services for
Client, whether based on contract, tort, law, equity or otherwise, shall be
limited to Argenbright's total amount of fees paid when due by client within the
12 month period following the first commencement of services hereunder by
Argenbright, as liquidated damages and not as a penalty, and this liability of
Argenbright shall be exclusive. Parties on their own behalf and on behalf of
their insurers waives all rights of subrogation, except if arising from an act,
negligence, fault, or omission by the other party, officers, employees, or
agents. Argenbright shall not be liable for failure to perform this Agreement
due to an "Act of God" or cause beyond Argenbright's control.

In the event Client requests Security Personnel to operate any vehicle other
than one supplied by Argenbright, Client agrees to defend, indemnify and hold
Argenbright harmless from any losses, suits, claims, damages and expenses which
may arise from the use of said vehicle, including claims
<PAGE> 3
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REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

of passengers. Client hereby waives any and all rights of subrogation that any
insurer of Client may have against Argenbright.

SERVICES

The services to be rendered under this Agreement shall be in conformity with
operating procedures, as identified in the post orders mutually agreed upon by
Client and Argenbright in writing. If, at the request of Client, Security
Personnel are assigned duties other than those agreed to by Argenbright, Client
shall assume complete responsibility for any and all liability arising
therefrom. Argenbright will remove from service, as soon as a qualified
replacement is available, any Security Personnel who, in Client's opinion, are
not qualified to perform the work assigned. In the event any Security Personnel
are removed by Argenbright at Client's request. Client agrees to indemnify and
hold Argenbright harmless from all losses, suits, claims, damages and expenses
(including attorney fees and costs) that may arise therefrom,

TERM

This Agreement shall commence on the date specified above and shall continue in
effect:

xx until March 12, 2002.

In the event that services have been rendered for less than three (3) months,
Client shall give Argenbright sixty (60) days prior written notice specifying
the date of termination.

Notwithstanding anything to the contrary herein, in the event Client desires to
cancel this Agreement due to Argenbright's poor performance, failure to perform
or other breach ("Default") of this Agreement, Client shall give written notice
to Argenbright setting forth the nature of the default and Argenbright shall
have thirty (30) days thereafter to cure. Upon completion of the thirty (30) day
period, in the event Argenbright has failed to cure the Default and Client
desires to terminate service, the Client shall provide ten (10) days written
notice of cancellation to Argenbright.

EQUAL OPPORTUNITY

Argenbright is an equal opportunity employer and does not discriminate on the
basis of race, creed, color, sex or national origin.

RIGHT TO KNOW

Client shall provide all information and include Argenbright personnel in any
training necessary for full compliance with all applicable Federal and State
"Right to Know" laws and regulations.

DEFAULT

Argenbright reserves the right to terminate this Agreement immediately upon
default by Client in the payment of any monies due hereunder; or if at any time
during the term of this Agreement there shall be filed by or against Client in
any court, pursuant to any statue, either of the United States, or of any state,
territory or possession, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver to receive all or a portion
of Client's property; or if Client makes an assignment for the benefit of
creditors, or if the Client breaches any of the terms or obligations contained
in this Agreement.

AUTHORITY

This Agreement shall not become binding upon Argenbright until executed by an
authorized manager or officer of Argenbright.
<PAGE> 4
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REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.

NON-WAIVER

Failure of Argenbright or Client to enforce any of the provisions of this
Agreement, or any of its respective rights with respect thereto, or to exercise
any election herein provided, shall in no way be considered a waiver of such
provisions, rights or elections or in any way affect the validity of this
Agreement. The exercise by Argenbright of any of its rights herein or any of its
elections under the terms or conditions herein shall not preclude or prejudice
Argenbright from exercising the same of any other right it may have under this
Agreement.

ENTIRE AGREEMENT

This Agreement supersedes all previous agreements, oral or written, between
Argenbright and Client, and represents the entire Agreement between the parties.
No other agreements or representations, oral or written have been made by
Argenbright. This Agreement may not be altered, modified or amended, except in a
writing properly executed by an authorized representative of the party to be
charged. In the event Client issues any work authorization, work order or
purchase order to Argenbright, Client agrees that only the terms and conditions
of this Agreement shall be binding unless said written modification change or
amendment is specifically agreed upon by Argenbright in writing and signed by
Argenbright's authorized representative.

The provisions of this Agreement are severable and the invalidity or
ineffectiveness of any part thereof shall not affect or impair the validity and
effectiveness of remaining parts or provisions of this Agreement.

ASSIGNMENT

This Agreement is not assignable by Argenbright and shall not be assignable by
Client without the prior written consent of Argenbright.

NOTICE OF CLAIMS

Client shall give written notice to Argenbright by certified mail, of any claim
or potential claim arising out of or relating to this Agreement within thirty
(30) days following the date of the occurrence giving rise to such claim. Such
notice shall contain sufficient information as to the time, place, nature and
extent of such claim or potential claim as will enable Argenbright to be
properly advised and make a reasonable assessment thereof.

No action, suit or proceeding to recover any claim arising out of or relating to
this Agreement shall be instituted or maintained against Argenbright by Client
or by anyone deriving its or their rights through Client unless written notice
of such claim shall have been given by Client to Argenbright in the manner and
form set forth herein.

Unless specifically prohibited by law, no action, suit or proceeding to recover
for any claim arising out of or relating to this Agreement shall be instituted
or maintained by Client (or by anyone deriving its rights through Client)
against Argenbright unless said action, suit or proceeding shall have been
instituted not later than twelve (12) months following the date of the
occurrence giving rise to such claim.

<TABLE>
<S> <C>
Client ---------------------------------------- ARGENBRIGHT SECURITY, INC.

By: /s/ By: /s/ Thomas J. Marano
------------------------------------------- -------------------------------------------
Thomas J. Marano

President & COO
- ------------------------------------------------ ------------------------------------------------
(Title) (Title)
</TABLE>
<PAGE> 5

EXHIBITS

AOL NATIONAL SERVICE AGREEMENT
ALBUQUERQUE, NEW MEXICO

Client's Service Address: 6301 Jefferson Street NE
-------------------------
Albuquerque, NM 87109
-------------------------
Date:
-------------------------

<TABLE>
<CAPTION>
Standard Overtime
Position Rate Rate
-------- -------- --------
<S> <C> <C> <C>
XXX PWH Site Supervisor $XXXXX/hour $XXXXX/hour

XXX PWH Shift Supervisor $XXXXX/hour $XXXXX/hour

XXX PWH Security Officer $XXXXX/hour $XXXXX/hour

<CAPTION>
Holiday Site Supervisor Shift Supervisor Security Officer
- ------- --------------- ---------------- ----------------
<S> <C> <C> <C>
New Year's Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Memorial Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Independence Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Labor Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Thanksgiving Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Christmas Day $XXXXX/hour $XXXXX/hour $XXXXX/hour

Client ARGENBRIGHT SECURITY, INC.
-----------------------------------------

By: /S/ By: /S/ Thomas J. Marano
------------------------------------------ -----------------------------------------
Thomas J. Marano

President & COO
- ------------------------------------------------- ---------------------------------------------
(TITLE) (TITLE)

</TABLE>
<PAGE> 6

EXHIBITS

AOL NATIONAL SERVICE AGREEMENT
TUCSON, ARIZONA

Client's Service Address: 7202 E. Rosewood Drive
-------------------------
Tucson, AZ 85710
-------------------------
Date:
-------------------------

<TABLE>
<CAPTION>
Standard Overtime
Position Rate Rate
-------- -------- --------
<S> <C> <C> <C>
XXX PWH Site Supervisor $XXXXX/hour $XXXXX/hour

XXX PWH Shift Supervisor $XXXXX/hour $XXXXX/hour

XXX PWH Security Officer $XXXXX/hour $XXXXX/hour

Client ARGENBRIGHT SECURITY, INC.
-----------------------------------------

By: /s/ By: /s/ Thomas J. Marano
----------------------------------------- -----------------------------------------
Thomas J. Marano

President & COO
- ------------------------------------------------- ---------------------------------------------
(Title) (Title)

</TABLE>
<PAGE> 7

EXHIBITS

AOL NATIONAL SERVICE AGREEMENT
OGDEN, UTAH

Client's Service Address: 2250 Grant Avenue
-------------------------
Ogden, UT 84401
-------------------------
Date:
-------------------------

<TABLE>
<CAPTION>
Standard Overtime
Position Rate Rate
-------- -------- --------
<S> <C> <C> <C>
XXX PWH Site Supervisor $XXXXX/hour $XXXXX/hour

XXX PWH Shift Supervisor $XXXXX/hour $XXXXX/hour

XXX PWH Security Officer $XXXXX/hour $XXXXX/hour

Client ARGENBRIGHT SECURITY, INC.
-----------------------------------------

By: /s/ By: /s/ Thomas J. Marano
----------------------------------------- -----------------------------------------
Thomas J. Marano

President & COO
- ------------------------------------------------- ---------------------------------------------
(Title) (Title)

</TABLE>