FEE AGREEMENT

                                                                Exhibit 99.2

                                  FEE AGREEMENT

This AGREEMENT (this "Agreement"), dated as of March 28, 2003, by and among CGW
SOUTHEAST PARTNERS IV, L.P. ("CGW") and CALEDONIA INVESTMENTS PLC, a public
limited company incorporated under the laws of England and Wales ("Caledonia").

                                    RECITALS

         WHEREAS, Huevos Holdings, Inc. ("Huevos") and AHL Services, Inc.
("AHL"), Xxxxx X. Xxxxxxxxxxx, Xx., A. Xxxxxxx Xxxxxxx and Caledonia are parties
to that certain Agreement and Plan of Merger dated of even date herewith (the
"Merger Agreement;" capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement);

         WHEREAS, CGW is the sole shareholder of Huevos and has acted as its
financial adviser with regard to the transactions contemplated by the Merger
Agreement;

         WHEREAS, CGW will receive an investment banking fee, payable at the
Closing, for its services to Huevos; and

         WHEREAS, it is a condition to Caledonia's entering into the Merger
Agreement and consummating the transactions described therein that CGW directs a
portion of its investment banking fee to Caledonia at the Closing.

         NOW, THEREFORE, in consideration of the premises and the agreements,
covenants and provisions herein contained, the parties hereto agree as follows:

SECTION 1. PAYMENT OF FEE

         Section 1.1 CGW hereby agrees to direct to Caledonia at the Closing a
portion of its investment banking fee equal to one hundred thousand dollars
($100,000) (the "Fee") by wire transfer or delivery of other immediately
available funds to the account of Caledonia, which account Caledonia shall
designate to CGW not later than two (2) business days prior to the Closing.
Notwithstanding the foregoing, the Fee to Caledonia shall be paid only if (a)
Caledonia has duly performed and complied with, in all material respects, each
and all of the agreements and covenants required to performed and complied with
by Caledonia pursuant to the Merger Agreement, (b) CGW has received an
investment banking fee for the transactions contemplated by the Merger Agreement
and (c) Caledonia delivers to Huevos at the Closing the certificate described in
Section 10.2(c)(ii) of the Merger Agreement.

         Section 1.2 CGW acknowledges that Caledonia is relying upon the Fee as
a part of the decision of Caledonia to enter into the Merger Agreement.
Caledonia agrees that upon receipt of the Fee, no other payments will be due and
owed by CGW, Huevos





or AHL to Caledonia as a result of the transactions contemplated by the Merger
Agreement.

         Section 1.3 The parties agree to cooperate from and after the date
hereof with respect to the matters described in this Agreement and to execute
such documents and other papers and perform such further acts as may be
reasonably required to carry out the provisions of this Agreement, including,
without limitation, such documents or instruments as CGW may reasonably request
to evidence payment in full of the Fee.

SECTION 2. MISCELLANEOUS

         2.1 Counterparts. This Agreement may be executed by facsimile by each
party to this Agreement upon a separate copy, and in such case one counterpart
of this Agreement shall consist of enough of such copies to reflect the
signature of all of the parties to this Agreement. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
and it shall not be necessary in making proof of this Agreement or its terms to
produce or account for more than one of such counterparts.

         2.2 Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Georgia, without reference
to the conflicts or choice of law principles thereof.

         2.3 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

                     [Signatures appear on following pages]

                                       2




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers hereunder duly authorized as of the day
and year first written above.

                           CGW:

                           CGW SOUTHEAST PARTNERS IV, L.P.

                           By: CGW Southeast IV, L.L.C., its
                               General Partner
                           By: CGW, Inc., its Manager

                           By: /s/ Xxxxxxx X. Lung
                              --------------------------------------
                              Name: Xxxxxxx X. Lung
                              Title: Vice President

                           CALEDONIA:

                           CALEDONIA INVESTMENTS plc

                           By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxxx
                              ----------------------------------------
                              Name: Xxxxxxxx Xxxxx Xxxxxxxxxx
                              Title: Director