Exhibit 10.18
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August 31, 1998


Mr. Robert E. T. Lackey
1907 Buckingham Road
Mundelein, IL 60060

Dear Bob:

This will serve to formalize the commitment that Borg-Warner Security
Corporation and/or its affiliates ("Company") agrees to provide you in the event
that you are involuntarily terminated by the Company in the event of a Change-
In-Control, or within eighteen (18) months after a Change-In-Control.

The benefits to be either paid or provided to you ("Benefits") will be as
follows:

1.   Your full base salary (plus all other amounts being paid to you, or on your
     behalf, including, but not limited to, any compensation, retirement, or
     insurance plan(s) of the Company) through your date of termination
     ("Termination Date");

2.   Within ten (10) business days after your Termination Date:

          a. a lump sum payment equal to eighteen (18) months' full base salary,

          b. the amount equal to the prior year's annual bonus award, and

          c. the amount equal to eighteen (18) months' Company contribution
             (including any matching contributions) which would have been made
             by the Company to the retirement plan on account of your
             participation therein;

          d. The amount of your current year's annual bonus award prorated for
             the number of months, or portion thereof, actually completed in the
             year;

4.   For a period ending the earlier of either eighteen (18) months from your
     Termination Date, or the date on which you and your family are covered by
     comparable benefits, the Company will provide you and your family with
     insurance coverages substantially similar to the insurance coverages in
     force on your Termination Date (subject to your continued payment of any
     premiums that you were paying prior to your Termination Date and your right
     to elect full COBRA coverage thereafter); and

5.   Outplacement services by a qualified outplacement agency selected by you
     and agreed to by the Company for a period not to exceed the earlier of the
     date of your new employment, or eighteen (18) months after your Termination
     Date.

 
Mr. Robert E. T. Lackey
August 31, 1998
Page 2



You will not be required to mitigate the amount of any payment set forth herein,
nor will any Benefit be reduced or offset (except as specifically stated herein)
by any subsequent employment.

As a condition of your receipt of the Benefits, you and the Company will execute
a mutually satisfactory release agreement.

Any payments made to you will be subject to appropriate taxes and withholdings.

A "Change-in-Control" of the Corporation shall be defined as set forth on
Exhibit A attached to and made a part of this agreement.

Nothing herein is intended, or is to be construed, as a waiver by you of your
right to receive any benefits or payments payable to you pursuant to any
retirement or disability plan of the Company in which you are a participant.

This Agreement will be binding upon the Company and any of its successors or
assigns whether direct or indirect, by purchase, merger, consolidation or
otherwise.

 
Borg-Warner Security Corporation

     /s/ J. Joe Adorjan
By________________________________
              J. Joe Adorjan

Agreed to and accepted this 31st day of August, 1998 in Chicago, Illinois

     /s/ Robert E. T. Lackey
By________________________________
             Robert E. T. Lackey

 
                                   EXHIBIT A
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A Change-in-Control shall be deemed to have occurred if:


A.   there is an acquisition by an individual, entity or group of beneficial
     ownership of 25% or more of the combined voting power of the then
     outstanding voting securities of the Company entitled to vote generally in
     the election of directors; or

B.   during any period of two consecutive years, individuals who at the
     beginning of such period constitute the Board of Directors of the Company
     and any new director (whose election or nomination for election was duly
     approved) cease for any reason to constitute a majority thereof; or

C.   the stockholders of the Company approve a merger or consolidation of the
     Company with any other corporation (other than a merger or consolidation
     which would result in the voting securities of the Company outstanding
     immediately prior thereto continuing to represent at least 70% of the
     combined voting power of the voting securities of the Company or such
     surviving entity immediately after such merger or consolidation), or the
     stockholders of the Company approve a plan of complete liquidation of the
     Company or an agreement for the sale or disposition by the Company of all
     or substantially all the Company's assets.