CONSULTING AGREEMENT

     This Consulting Agreement ("Agreement") is made as of this first day of 
January, 1996 between Donald C. Trauscht having an address at 4 Arden Court, Oak
Brook, Illinois 60521 ("Consultant") and Borg-Warner Security Corporation, a
Delaware Corporation having its principal place of business at 200 South
Michigan Avenue, Chicago, Illinois 60604 (the "Company").

     WHEREAS, Consultant has the ability to offer to the Company expertise, 
knowledge and assistance regarding matters relating to the Company and its 
business and the Company desires to retain Consultant to provide such services.

     NOW THERETOFORE, Consultant and  Company agree as follows:

     1.   Nature of Work - Upon the request of the Chief Executive Officer of
          the Company ("CEO"), Consultant will provide consulting, advisory and
          other services ("Services") to the CEO with respect to the Company and
          its subsidiaries and their business.

     2.   Payment - The Company will pay Consultant a fee of One Hundred
          Thousand ($100,000.00) for the term of this Agreement, with one-half
          payable on January 15, 1996 and the remainder payable on July 15,
          1996. If both parties agree that the Services required by the CEO
          under this Agreement exceed what was reasonably expected by the
          Consultant, then the Consultant and CEO shall meet and discuss an
          appropriate increase in the consulting fee.

     3.   Term - The term of this Agreement shall begin on January 1, 1996 and 
          shall end at the close of business on December 31, 1996.

     4.   Status of Consultant - Consultant shall perform the Services hereunder
          as an independent contractor and consultant. Except as otherwise
          provided in the March Agreement (as defined in Section 6 below),
          Consultant shall at no time and under no circumstances be deemed an
          employee, agent, or representative of the Company for any purposes
          whatsoever including, but not limited to, worker's compensation,
          social security, state or federal unemployment insurance, withholding
          or other taxes of a similar or general nature or eligibility for any
          benefits available to employees of the Company. Consultant does not
          have the authority to and shall not bind or commit the Company to any
          other party.
 
     5.   Assignment - This Agreement requires the Consultant's personal 
          services and is not assignable by Consultant.

     6.   March Agreement - Nothing herein shall be deemed to waive, release, or
          amend any term or condition of that certain Agreement between
          Consultant and Company dated as of March 28, 1995, as amended ("March
          Agreement").

In witness whereof the parties have executed this Agreement as of the day and 
year first above writen.


                                                    /s/ DONALD C. TRAUSCHT
                                                --------------------------------
                                                        Donald C. Trauscht


                                                BORG-WARNER SECURITY CORPORATION


                                                By:  /s/ J. JOE ADORJAN
                                                   -----------------------------