Amendment No. 1 To Director Designation Agreement

Exhibit 10.4

AMENDMENT NO. 1

TO

DIRECTOR DESIGNATION AGREEMENT

THIS AMENDMENT NO. 1 TO DIRECTOR DESIGNATION AGREEMENT (this " Amendment" ) is made and entered into as of November 5, 2008, by and between TRI-S SECURITY CORPORATION , a Georgia corporation (the " Company" ), and SELECT CONTRARIAN VALUE PARTNERS, L.P. (" Select Contrarian" ).

W I T N E S S E T H: WHEREAS , the Company and Select Contrarian have entered into that certain Director Designation Agreement dated as of October 16, 2008 (the " Agreement" );

WHEREAS , the Company and Select Contrarian wish to amend the Agreement as provided herein; and

WHEREAS , capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the 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. Amendment to the Agreement . The Agreement is hereby amended as follows:

(a) Section 1 of the Agreement is amended by inserting the following sentence as the last sentence thereof:

" In addition, for purposes of this Agreement: (i) a " Designee Notice" means a written notice from Select Contrarian to the Company which identifies the Designee (as defined in Section 2) or any successor Designee designated pursuant to Section 5 and provides the information about 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; and (ii) references herein to " each Designee" or " any Designee" shall refer to, as the context requires, the initial Designee designated pursuant to Section 2 or any successor Designee designated pursuant to Section 5."

(b) The first sentence of Section 2 of the Agreement is amended and restated in its entirety as follows: " Select Contrarian shall be entitled to designate one (1) natural person to be elected as a Director (the " Designee" ); provided , however , that the 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, the Designee' s election to the Board of Directors, deliver to the Company a written notice pursuant to which the Designee resigns from the Board of Directors effective as of the termination of this Agreement."

(c) The second sentence of Section 3 of the Agreement is amended and restated in its entirety as follows:

" No later than two (2) weeks after Select Contrarian delivers to the Company a Designee Notice regarding the Designee, 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 five (5) unless and until changed in any manner provided herein."

(d) The last paragraph of Section 3 is deleted in its entirety. (e) Section 4 of the Agreement is amended and restated in its entirety as follows: " Board Membership . No later than two (2) weeks after Select Contrarian delivers to the Company a Designee Notice regarding the Designee, and subject to the occurrence of the Exchange Date and the satisfaction of ...