Director Designation Agreement

Exhibit 10.3

DIRECTOR DESIGNATION AGREEMENT

THIS DIRECTOR DESIGNATION AGREEMENT (this " Agreement" ) is made and entered into as of October 16, 2008, by and among TRI-S SECURITY CORPORATION, a Georgia corporation (the " Company" ), and Select Contrarian Value Partners, L.P. (" Select Contrarian" ).

RECITALS

WHEREAS, the Company desires to enter into this Agreement to induce Select Contrarian to tender that certain 10% Callable, Convertible Promissory Note dated October 14, 2005, in the original principal amount of $1,500,000, payable by the Company to Select Contrarian (" Select Contrarian' s Existing Note" ), in connection with the exchange offer contemplated by that certain tender offer statement on Schedule TO under the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), initially filed by the Company with the Securities and Exchange Commission (the " SEC" ) on August 20, 2008 (File No. 005-81576) (as may be amended from time to time, together with each exhibit and other item related thereto, the " Tender Offer Documents" ); and

WHEREAS, each party hereto is entering into this Agreement to provide for certain matters with respect to the board of directors of the Company (the " Board of Directors" ), including, without limitation, the number of directors of the Company (each, a " Director" and, collectively, the " Directors" ), the composition of committees, and the designation and election of certain natural persons as directors, their term of office and manner of selection and removal, and the relationship among such directors, the Company and Select Contrarian;

AGREEMENT NOW, THEREFORE, in and as consideration of and for the provisions hereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party here, intending to be legally bound, hereby agrees as follows:

1. Definitions . Each capitalized term used and not otherwise defined herein shall have the meaning(s) assigned to such term in the Tender Offer Documents, which are incorporated herein by reference.

2. Board Designees . Select Contrarian shall be entitled to designate two (2) natural persons to be elected as Directors (each, a " Designee" and, together, the " Designees" ); provided , however , that each Designee must (i) qualify as an " independent director" (as defined in the rules of the exchange applicable to the Company); (ii) agree in writing to resign from the Board of Directors effective as of the termination of this Agreement; and (iii) as a condition of, and in connection with, such Designee' s election to the Board of Directors, deliver to the Company a written notice pursuant to which such Designee resigns from the Board of Directors effective as of the termination of this Agreement. The Company shall in good faith use commercially reasonable efforts to adequately inform the Board of Directors (and cooperate with the other party hereto) in connection with the determination by the Board of Directors of the independence and acceptability of each Designee.

3. Number of Directors . Upon the effectiveness of this Agreement and until its termination (the " Term" ), the total authorized number of Directors shall be fixed at four (4) unless and until changed in any manner provided herein. No later than two (2) weeks after Select Contrarian delivers the Designee Notice (as defined below) to the Company, and subject to the occurrence of the Exchange Date and the satisfaction of the requirements of Section 2(i) (iii), the total authorized number of Directors shall be fixed at six (6) unless and until changed in any manner provided herein. The total authorized number of

Directors may be changed (and any newly created directorship resulting from any increase in the total authorized number of Directors may be filled) from time to time only in accordance with the Company' s Bylaws and Articles of Incorporation (together, the " Organizational Documents" ) and applicable law.

For purposes of this Agreement, the " Designee Notice" means a written notice from Select Contrarian to the Company which identifies the Designees (or any successor Designee designated pursuant to Section 5) and provides the information about each such Designee which would be required to be delivered to the Company pursuant to Section 2.05(b) of the Company' s Bylaws if such Designee were being nominated by a shareholder of the Company for election as a Director.

4. Board Membership . No later than two (2) weeks after Select Contrarian delivers the Designee Notice to the Company, and subject to the occurrence of the Exchange Date and the satisfaction of the requirements of Section 2(i)-(iii), the Company shall cause the Board of Directors to elect the Designees as Directors and apportion the Designees among the Director classes as required by the Organizational Documents and applicable law. The Company shall use commercially reasonably efforts to cause the Board of Directors to continue to include throughout the Term the two (2) Designees designated by Select Contrarian (or any successor Designee designated by Select Contrarian pursuant to Section 5). The Company shall deliver to the Designees notice of all meetings of the independent Directors in the same manner and at the time such notice is delivered to the independent Directors who are not Designees.

5. Removal; Vacancies . Any Designee may be removed from the Board of Directors at any time in accordance with the Organizational Documents and applicable law. Select Contrarian has the right to designate a natural person to f ...