AMENDMENT TO AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

AMENDMENT TO

AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT AND AMENDMENT

TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT (the “Amendment”) is executed as of September 12, 2008 (“Execution Date”) and amends that certain AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, executed as of July 30, 2008 (the “Supplement”), by and between LSQ Funding Group, L.C. (“LSQ”) and BRE LLC (collectively “Lender”), and Tri-S Security Corporation (“Tri-S”), for itself and as agent for Paragon Systems, Inc., The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc., Protection Technologies Corporation, International Monitoring, Inc., and Guardsource Corp (collectively, “Borrower”), and amends Section 1.1 of the Credit Agreement (as defined below).

WHEREAS , Lender and Borrower have, entered into that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2007, as the same may be amended from time to time (the “Credit Agreement”), and pursuant thereto, Lender has made the Term Loan;

WHEREAS , Borrower and LSQ have entered into a Loan and Security Agreement, dated as of December 31, 2007, as the same may be amended from time to time (the “ABL Agreement”), and pursuant thereto LSQ may make Advances to Borrower on the terms set forth therein; and

WHEREAS , Borrower has requested and Lender has agreed to the terms of the Credit Agreement as supplemented by the Supplement and this Amendment;

NOW, THEREFORE , for valuable consideration, the parties hereby agree as follows:

1. Paragraph 1 of the Supplement is hereby amended and restated as follows:

Within five Business Days of the end of each month that any portion of the Term Loan is outstanding, in addition to all other fees and interest due under the Credit Agreement, and as long as any Unbilled Accounts are included in the Borrowing Base for purposes of making an Advance under the ABL Agreement, Borrower shall pay a monthly fee (“Overadvance Fee”) to Lender equal to: i) from September 1, 2008, until December 31, 2008, one and one-quarter percent (1.25%), and after January 1, 2009 one and three-quarter percent (1.75%) of the Highest Daily Overadvance, less ii) $60,000, or such lesser amount as will reduce the Overadvance Fee to $0. As used herein, the term Highest Daily Overadvance shall mean the highest daily total in any given month of the: a) outstanding Term Loan, plus b) the outstanding Advances, less c) the Borrowing Base.

2. Upon execution of this Amendment, Tri-S shall issue to Lender a four-year warrant, in the form of Exhibit “A” attached hereto, to purchase 125,000 shares of Tri-S common stock at an exercise price equal to 110% of the closing sales price per share of the Tri-S common stock on the Execution Date. Notwithstanding anything herein or in the Supplement to the contrary, all warrants to purchase Tri-S common stock issued pursuant to this Amendment or the Supplement shall not be exercisable in the aggregate for greater than 420,000 shares of Tri-S common stock.

3. The definition of “Term Loan Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

“Term Loan Maturity Date” means, with respect to the Term Loan, March 28, 2010, or such earlier date as is required pursuant to any agreement or note that is entered into or is issued in connection with the Term Loan.

4. Lender and Borrower agree that, except as expressly supplemented or amended hereby or by the Supplement, the Credit Agreement, and each and every document incident thereto or connected therewith, is and shall at all times remain in full force and effect. In the event of any conflict between the provisions of the Credit Agreement and the provisions of the Supplement, as may be amended from time to time, provisions of the Supplement, as may be amended from time to time, shall control.

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5. Any capitalized term not specifically defined in this Amendment or the Supplement shall have the meaning ascribed to it in the Credit Agreement and/or the ABL Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

[SIGNATURE PAGES FOLLOW]

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Exhibit A

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE STOCK

Issuer : Tri-S Security Corporation, a Georgia corporation (the “Company”)

Number of Shares : 125,000 shares of the Company’s common stock (the “Shares”), as provided in that certain Amended and Restated Supplemental Agreement and Amendment to Amended and Restated Credit Agreement effective as of May 1, 2008, as amended by that certain Amendment to Amended and Restated Supplemental Agreement and Amendment to Amended and Restated Credit Agreement dated September      , 2008 (as so amended, the “Supplement”).

Exercise Price : $              per share, as the price may be from time to time adjusted pursuant to Article 2 hereof.

Issue Date : September      , 2008.

Expiration Date : September      , 2112.

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, BRE LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable Shares of the Company at the Exercise Price per Share set forth, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE 1 EXERCISE .

1.1 Method of Exercise . Subject to Section 1.6 below, this Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise, in substantially the form attached as Appendix 1, to the principal office of the Company together with a check for the aggregate Exercise Price for Shares being purchased.

1.2 Fair Market Value . If the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the

Board of Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Holder.

1.3 Delivery of Certificate and New Warrant . Promptly after Holder exercises this Warrant, the Company shall deliver to Holder certificates for Shares acquired and, if this Warrant has not been fully exercised and has not expired, a new Warrant representing Shares not so acquired.

1.4 Replacement of Warrants . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.5 Repurchase on Sale, Merger, or Consolidation of the Company . For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided that if pursuant to such Acquisition t