AMENDMENT TO ASSIGNMENT OF TRADEMARKS
                               AND LICENSE AGREEMENT


     This Amendment to Assignment of Trademarks and License Agreement
("Amendment") is entered into as of the 31st  day of July, 1998, by and between
Borg-Warner Security Corporation ("BWSC") and Borg-Warner Automotive, Inc.
("BWA") (collectively referred to as the "Parties").

     WHEREAS, the Parties entered into an Assignment of Trademarks and License
Agreement dated November 2, 1994 (the "1994 Agreement") which relates to the use
and ownership of the Borg-Warner Trademarks, as therein defined,  by BWSC and
BWA.

     WHEREAS, the Parties desire upon the terms and conditions set forth herein
to prospectively modify the 1994 Agreement and for BWSC to transfer  its
remaining interest in the Borg-Warner Trademarks to BWA.

     WHEREAS, the Parties desire that BWA license back to BWSC usage rights in
transferred trademarks and trade names on a royalty-free basis for a period of
time.

     WHEREAS, BWSC recognizes that BWA has already paid to BWSC the amounts
required under Paragraph 5.1 of the 1994 Agreement and BWSC acknowledges that
effective with this Amendment, Paragraph 5.2 will be deleted.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:

1.   BWA hereby agrees to pay BWSC on July 31, 1998 the sum of Three Million Six
Hundred Fifty Thousand Six Hundred Fifty Dollars and no cents ($3,650,650).

2.   Effective July 31, 1998, the 1994 Agreement is amended as follows:

     a.   Delete Paragraph 2.2 in its entirety and replaced with the following:

          2.2)      Security hereby assigns to Automotive all of its right,
title and interest worldwide in and to the Base Trademarks, Automotive
Trademarks and Bow Tie Trademarks outside the Automotive Field, together with
the goodwill of the business associated with such marks, and all United States
and Foreign Registrations and Registration Applications therefor.  Security
Agrees that it will not challenge or contest the validity of the Base
Trademarks, Automotive Trademarks or Bow Tie Trademarks used or licensed by
Automotive outside the Automotive Field.

     b.   Paragraphs 2.3 and 2.4 are added as follows:

          2.3) Security hereby assigns to Automotive all of its right, title and
interest worldwide in and to the trademarks and trade names identified in the
"Revised Schedule B" to this Amendment ("Security Trademarks"), together with
the goodwill of the business associated with such marks, and all United States
and Foreign Registrations and Registration Applications therefor.  Security
Agrees that it will not challenge or contest the validity of the Security
Trademarks.

          2.4) Promptly after the earlier of (a) receipt by Automotive of
written request by Security or (b) the expiration or termination of the
trademark license of the Security Trademarks under the Trademark and Trade Name
Licencing Agreement between Borg-Warner Security Corporation and Borg-Warner
Automotive, Inc.  dated as of July 31, 1998 ("1998 Agreement"), Automotive will
expressly abandon the following United States Registrations and Registration
Applications resulting therefrom:


               (i)  United States Registration No. 2,084,200               

                    "BORG-WARNER SECURITY" and the horse & rider design
     
               (ii) United States Registration No. 2,037,366

                    "BORG-WARNER SECURITY CORPORATION"

               (iii)     United States Registration No. 2,021,122

                    "BORG-WARNER SECURITY"

     c.   Delete Article III, including Paragraphs 3.1, 3.2 and 3.3, in its
entirety and replaced as follows:

                ARTICLE III - REPRESENTATION,  WARRANTY AND COVENANT

          3.1) Security represents and warrants that, to the best of Security's
knowledge, Security has not used and is not currently using any of the Borg-
Warner Trademarks or derivative or variation thereof, other than those marks and
names listed on Revised Schedule B attached to this Amendment.

          3.2) Security agrees that it will not use "Borg Warner" or any
variation thereof as, in whole or in part, a company name, trade name,
trademark, service mark, or the like, except as licensed from Automotive.

     d.   Delete Paragraphs 5.1 and 5.2 in their entirety.

     e.   Delete Article VI, including Paragraphs 6.1, 6.2, 6.3 and 6.4, in its
entirety.

     f.   Delete Paragraph 7.1 in its entirety.

3.   This Amendment, and the Revised Schedule B attached hereto, together with
the 1994 Agreement, constitute the entire agreement between Security and
Automotive with respect to the subject matter hereof and not other
representations, oral or otherwise, have been relied upon.

4.   The Parties will execute such other documents as are reasonable and
necessary to effectuate the purpose of this Amendment, including but not limited
to the 1998 Agreement.

5.   The signatories hereto represent that they have the full authority to bind
their respective principals or entities for whom they are signing to the terms
and provisions of this Agreement.


     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
as of the date first above written.


BORG-WARNER SECURITY CORPORATION   BORG-WARNER AUTOMOTIVE, INC.


By:-----------------------------  By:----------------------------

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