Exhibit 10.3



                      SECOND AMENDMENT OF CREDIT AGREEMENT

           THIS SECOND AMENDMENT OF CREDIT AGREEMENT (this "AMENDMENT") is
entered into to be effective as of February 29, 2000, between PROTECTION ONE
ALARM MONITORING, INC., a Delaware corporation ("BORROWER"), each of the Persons
which is a signatory to this Amendment (collectively, "LENDERS), and WESTAR
CAPITAL, INC., as Administrative Agent for the Lenders (in such capacity,
together with its successors in such capacity, "ADMINISTRATIVE AGENT").

                                 R E C I T A L S
                                 ---------------

           A. Borrower, Lenders and Administrative Agent, entered into the
Credit Agreement dated as of December 21, 1998 (as renewed, extended, modified,
and amended from time to time, the "CREDIT AGREEMENT"; capitalized terms used
herein shall, unless otherwise indicated, have the respective meanings set forth
in the Credit Agreement), providing for a revolving credit facility in the
original maximum principal amount of $500,000,000.

           B. Pursuant to a letter agreement dated as of September 30, 1999,
Borrower reduced the Total Commitment to $250,000,000.

           C. The Lenders and the Administrative Agent entered into that certain
Assignment and Acceptance dated December 17, 1999 wherein the Administrative
Agent and the Lenders assigned all of their rights and obligations under the
Credit Agreement to Westar Capital, Inc.

           D. Pursuant to that certain Agreement of even date herewith among
Borrower, POI and Westar Capital, Inc., Borrower is selling certain assets to
Westar Capital, Inc. and will utilize the cash proceeds thereof to prepay the
Principal Debt (the "AGREEMENT") as set forth herein.

           E. Borrower, Lender, and Administrative Agent desire to further
modify certain provisions contained in the Credit Agreement, subject to the
terms and conditions set forth herein.

           NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Lender, and
Administrative Agent agree as follows:

           1. AMENDMENTS TO THE CREDIT AGREEMENT.

           (A) SECTION 1.1 is hereby amended to delete the definitions of
"APPLICABLE MARGIN," "EBITDA," "INTEREST COVERAGE RATIO," "PERMITTED
ACQUISITIONS," and "TERMINATION DATE" in their entirety and replace such
definitions with the following:


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<PAGE>


                               APPLICABLE MARGIN means, as of any date of
                     determination, the interest margin over Base Rate or the
                     Eurodollar Rate, as the case may be, that corresponds to
                     the Leverage Ratio set forth below on such date of
                     determination:
<TABLE>
<CAPTION>
=============== ===================================== ============================== ==================== ========================
                                                               APPLICABLE                APPLICABLE
                                                                 MARGIN                  MARGIN FOR             APPLICABLE
    LEVEL                  LEVERAGE RATIO                     FOR BASE RATE              EURODOLLAR        MARGIN FOR COMMITMENT
                                                               BORROWINGS                BORROWINGS                FEES
=============== ===================================== ============================== ==================== ========================
<S>   <C>                                                         <C>                       <C>                   <C>
      1         Less than or equal to 5.00:1                      1.00%                     2.25%                 0.375%
--------------- ------------------------------------- ------------------------------ -------------------- ------------------------
      2         Greater than 5.00:1 but less than                 1.25%                     2.50%                  0.50%
                or equal to 5.25:1
--------------- ------------------------------------- ------------------------------ -------------------- ------------------------
      3         Greater than 5.25:1 but less than                 1.65%                     3.00%                  0.50%
                or equal to 5.50:1
--------------- ------------------------------------- ------------------------------ -------------------- ------------------------
      4         Greater than 5.50:1                               2.15%                     3.50%                  0.50%
=============== ===================================== ============================== ==================== ========================
</TABLE>

                               The Applicable Margin payable by the Borrower on
                     the Borrowings outstanding hereunder shall be adjusted on
                     the date of receipt by the Administrative Agent of the
                     Financial Statements and Compliance Certificates required
                     to be delivered pursuant to SECTIONS 9.3(A) AND (B) as
                     tested using the Leverage Ratio for the most recent fiscal
                     quarter. If the Financial Statements and Compliance
                     Certificates required pursuant to SECTION 9.3(A) OR (B) are
                     not received by the Administrative Agent by the date
                     required, the Applicable Margin shall be determined as if
                     the Leverage Ratio is greater than 5.50:1. From the date
                     hereof until the Borrower's Financial Statements for the
                     fiscal quarter ended March 31, 2000 and corresponding
                     Compliance Certificate are delivered pursuant to SECTION
                     9.3(B), the Applicable Margin shall be determined based on
                     Level 1.

                               EBITDA means, with respect to any Person for any
                     fiscal period, an amount equal to (a) consolidated net
                     income of such Person for such period, minus (b) the sum of
                     (i) income tax credits, (ii) interest income, (iii) gains
                     from extraordinary items for such period, and (iv) any
                     aggregate net gain during such period arising from the
                     sale, exchange, or other disposition of capital assets by
                     such Person (including any fixed assets, whether tangible
                     or intangible, and all inventory sold in conjunction with
                     the disposition of fixed assets, but excluding asset sales
                     in the ordinary course of business permitted pursuant to
                     SECTION 10.11), in each case to the extent included in the
                     calculation of consolidated net income of such Person for
                     such period in accordance with GAAP, but without
                     duplication, minus (c) any cash payments made in respect of
                     any item of extraordinary loss accrued during a prior
                     period and added back to EBITDA in such prior period


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<PAGE>

                     pursuant to CLAUSE (G)(V) below, plus (d) to the extent
                     deducted from the calculation of consolidated net income in
                     CLAUSE (A) above, (i) non-recurring expenses incurred in
                     connection with the restructuring (including the payment,
                     prepayment, renegotiation, buyout, or other compromise,
                     collection, or other restructuring transaction and all
                     expenses related thereto including attorneys' fees and
                     expenses) of dealer contracts and receivables and (ii)
                     expenses related to the writeoff of dealer receivables
                     (provided that the aggregate amount of such expenses that
                     may be added pursuant to this CLAUSE (D) may not exceed
                     $10,000,000 in the aggregate during the term of this
                     Agreement), plus (e) expenses related to the purchase of
                     accounts from Paradigm Direct, LLC recognized during such
                     period that, in accordance with GAAP, are required to be
                     expensed (as opposed to capitalized), plus (f) expenses
                     related to the internal generation of accounts recognized
                     during such period that, in accordance with GAAP, are
                     required to be expensed (as opposed to capitalized), plus
                     (g) the sum of (i) any provision for income taxes, (ii)
                     Interest Expense, (iii) the amount of depreciation and
                     amortization for such period, (iv) the amount of any
                     deduction to consolidated net income as the result of any
                     Stock option expense, (v) the amount of any item of
                     extraordinary loss not paid in cash in such period, and
                     (vi) the absolute value of any aggregate net loss during
                     such period arising from the sale, exchange, or other
                     disposition of capital assets by such Person (including any
                     fixed assets, whether tangible or intangible, and all
                     inventory sold in conjunction with the disposition of fixed
                     assets, but excluding asset sales in the ordinary course of
                     business permitted pursuant to SECTION 10.11), in each case
                     to the extent included in the calculation of consolidated
                     net income of such Person for such period in accordance
                     with GAAP, but without duplication. In the case of any
                     Permitted Acquisition or internally generated account
                     during any period of calculation, EBITDA shall, for the
                     purposes of the foregoing calculations, be adjusted to give
                     effect to such Permitted Acquisition or internally
                     generated account, as if such Permitted Acquisition or
                     internally generated account occurred on the first (1st)
                     day of such period, by, with respect to any Permitted
                     Acquisition, increasing, if positive, or decreasing, if
                     negative, EBITDA by the EBITDA of such newly-acquired
                     business during such period of calculation occurring prior
                     to the date of such Permitted Acquisition.

                               INTEREST COVERAGE RATIO means, as of any date of
                     determination thereof, the ratio of (a) the product of (i)
                     Consolidated EBITDA for the most-recent fiscal quarter
                     ending on or prior to the date of determination, and (ii)
                     four (4), to (b) Consolidated Interest Expense for the
                     most-recent four (4) fiscal quarters ending on or prior to
                     the date of determination; provided, however, for purposes
                     of calculating the Interest Coverage Ratio, (i)
                     Consolidated Interest Expense shall be adjusted to give pro
                     forma effect to the reduction in Interest Expense as a
                     result of the reduction of Indebtedness from the
                     application of the proceeds from such asset disposition
                     (whether such proceeds are in cash or bonds) as if such


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<PAGE>

                     asset disposition and corresponding reduction of
                     Indebtedness occurred on the first day of such
                     determination period and (ii) Consolidated EBITDA shall be
                     adjusted to give pro forma effect to such asset disposition
                     as if such asset disposition had occurred on the first day
                     of such determination period.

                                 PERMITTED ACQUISITIONS means:

                                 (A) any Dealer Acquisition, including, without
               limitation, any Paradigm Acquisition;

                                 (B) any Immaterial Acquisition, provided that
               the aggregate consideration with respect to such Immaterial
               Acquisition, when combined with the aggregate consideration of
               all other Immaterial Acquisitions during the twelve (12) month
               period prior to such Immaterial Acquisition, does not exceed $
               10,000,000;

                                 (C) any Acquisition by any Company with respect
               to which each of the following requirements shall have been
               satisfied:

                                            (I) as of the closing of any
               Acquisition, the Acquisition has been approved and recommended by
               the board of directors (or other equivalent governing body, if
               any) of the Person to be acquired or from which such assets or
               business are to be acquired;

                                            (II) as of the closing of any
               Acquisition, after giving effect to such Acquisition, the
               acquiring party must be Solvent and the Companies, on a
               consolidated basis, must be Solvent;

                                            (III) as of the closing of any
               Acquisition, no Potential Default or Default shall exist or occur
               as a result of, and after giving effect to, such Acquisition;

                                            (IV) as of the closing of any
               Acquisition, if such Acquisition is structured as a merger,
               Borrower, (or if such merger is with any Subsidiary of Borrower,
               then such Subsidiary) must be the surviving entity after giving
               effect to such merger;

                                            (V) the making and performance of
               the related acquisition agreements with respect to such
               Acquisition, and all other agreements, documents, and actions
               required thereunder, will not violate any provision of any Law,
               except where such violation could not be a Material Adverse
               Event, and will not violate any provisions of the Constituent
               Documents of any Company, or constitute a default under any
               agreement by which any Company or its respective property may be
               bound, except where such default could not be a Material Adverse
               Event; and


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<PAGE>


                                            (VI) if such Acquisition is a
               Material Acquisition, contemporaneously with the closing of such
               Material Acquisition, Borrower shall have delivered to Agent (A)
               a Permitted Acquisition Compliance Certificate, demonstrating pro
               forma compliance with the terms and conditions of the Loan
               Documents, after giving effect to the Acquisition, and (B) any
               proposed adjustments to the Budget most-recently delivered
               pursuant to the terms of this Agreement as a result of such
               Acquisition; or

                                 (D) any other Acquisition for which the prior
               written consent of Required Lenders has been obtained (and
               Lenders agree to respond to a request for consent to any such
               Acquisition within ten (10) Business Days following Borrower's
               request for such consent; provided that the failure to provide a
               response to such request for consent shall be deemed to be a
               refusal to grant such consent).

                                 TERMINATION DATE means the earlier of (a)
                     January 2, 2001, and (b) the effective date of any other
                     termination or cancellation of Lenders' commitments to lend
                     under, and in accordance with, this Agreement.

                      (B) SECTION 1.1 is hereby amended to add the following
           definitions:

                                 "ASSET SALE" means the sale, transfer, or other
                     disposition by any Company of any of its assets other than
                     any sale, transfer or disposition of any assets (a)
                     permitted by SUBSECTIONS 10.11(A) THROUGH (G), or (b)
                     which, when the Net Proceeds thereof are added to the Net
                     Proceeds of any other sale, transfer or other disposition
                     pursuant to this clause (b), does not yield Net Proceeds in
                     excess of $2,000,000 in the aggregate.

                                 "INCREASE EFFECTIVE DATE" has the meaning set
                     forth in SECTION 2.5(A).

                                 "INCREASE REQUEST" has the meaning set forth in
                     SECTION 2.5(A).

                                 "NET PROCEEDS" means, with respect to any Asset
                     Sale by any Company, the amount of cash received by such
                     Company in connection with such transaction after deducting
                     therefrom the aggregate, without duplication, of the
                     following amounts to the extent properly attributable to
                     such transaction: (a) reasonable brokerage commissions,
                     attorneys' fees, finder's fees, accounting fees, and other
                     similar commissions and fees, in each case, to the extent
                     paid or payable by such Company; and (b) taxes paid or
                     payable by such Company to any Governmental Authority as a
                     result of such transaction.

                                 "PARADIGM ACQUISITION" means the acquisition of
                     contracts or accounts from Paradigm Direct, LLC.

                                 "REQUESTED AMOUNT" has the meaning set forth in
                     SECTION 2.5(A).


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<PAGE>


                               "SECOND AMENDMENT" means the Second Amendment to
                     Credit Agreement dated effective as of February 29, 2000
                     among the Borrower, the Lenders and the Administrative
                     Agent.

                                 "SPECIAL ASSET SALE" means the sale of the
                     outstanding shares of Protection One UK plc, Protection One
                     International, Inc. and Protection One Investments, Inc.
                     pursuant to the Agreement.

                      (C) SECTION 1.1 is hereby amended to delete the definition
           of "NATIONSBANK" in its entirety:

                      (D) SECTION 2.3 is hereby deleted in its entirety and
           replaced with the following:

                     2.3       TERMINATION OF COMMITMENTS.

                     (A) VOLUNTARY. Without premium or penalty, and upon giving
            not less than three (3) Business Days prior telephonic notice
            (followed by written notice) to Administrative Agent, Borrower may
            terminate in whole or in part the unused portion of the Total
            Commitment provided that (i) each partial termination shall be in an
            amount of not less than $10,000,000 or a greater integral multiple
            of $1,000,000; (ii) the amount of the Commitment Usage may not
            exceed the Total Commitment (unless Borrowings are simultaneously
            paid in an amount equal to such excess); and (iii) each reduction
            shall be allocated Pro Rata among Lenders in accordance with their
            respective Pro Rata Parts. Promptly after receipt of such notice of
            termination or reduction, Administrative Agent shall notify each
            Lender of the proposed cancellation or reduction. Such termination
            or partial reduction of the Total Commitment shall be effective on
            the Business Day specified in Borrower's notice (which date must be
            at least three (3) Business Days after Borrower's delivery of such
            notice). In the event that the Total Commitment is reduced to zero
            at a time when there shall be no Principal Debt, this Agreement
            shall be terminated to the extent specified in SECTION 14.14, and
            all commitment fees and other fees then earned and unpaid hereunder
            and all other amounts of the Obligation then due and owing shall be
            immediately due and payable, without notice or demand by
            Administrative Agent or any Lender.

                     (B) MANDATORY. The Total Commitment shall automatically
           terminate in an amount equal to each mandatory prepayment pursuant to
           SECTION 3.2(B)(III). The Total Commitment shall be automatically
           reduced to $115,000,000 on the date of the mandatory prepayment
           pursuant to SECTION 3.2(B)(IV). Each termination in the Total
           Commitment pursuant to this SECTION 2.3(B) shall be allocated Pro
           Rata among Lenders in accordance with their respective Pro Rata
           Parts.


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<PAGE>


           (E) A new SECTION 2.5 is hereby added as follows:

                     SECTION 2.5          INCREASE OF COMMITMENTS.

                     (a) The Borrower shall have the right from time to time to
           increase the Total Commitment by an amount of up to $40,000,000 for
           the purpose of consummating acquisitions approved by the
           Administrative Agent in its sole and absolute discretion, upon a
           specific date (the "INCREASE EFFECTIVE DATE") set forth in such
           request (the "INCREASE Request") upon the same terms and conditions
           as set forth herein. Any such increase shall be in incremental
           aggregate amounts of not less than $5,000,000 (the "REQUESTED
           AMOUNT") and shall increase the amount of the Total Commitments then
           in effect and the Committed Sum of each Lender shall be increased by
           its Pro Rata Part of the Requested Amount (subject to the Borrower's
           right to terminate or reduce the amount of the Commitments pursuant
           to Section 2.3).

                     (b) On the Increase Effective Date specified in any
           Increase Request (i) each Lender's Committed Sum shall be
           automatically increased by a Pro Rata Part of the aggregate amount of
           the Requested Amount on the Increase Effective Date therefor, and
           correspondingly, the Total Commitments, shall be increased
           accordingly, in each case without the necessity of further amendment
           to this Agreement and (ii) Borrower shall pay to the Administrative
           Agent, for the account of the Credit Parties as Administrative Agent
           shall determine, an amendment fee in an amount equal to 3/8% of the
           Requested Amount on the Increase Effective Date.

                     (c) Upon the request to the Administrative Agent by any
           Lender, the Borrower shall deliver to each such Lender, in exchange
           for the Note held by such Lender, a new Note, in the principal amount
           of such Lender's Committed Sum after giving effect to the adjustments
           made pursuant to this Section 2.5.

           (F) Section 3.2(B) is hereby deleted in its entirety and replaced
with the following:

                      (B) MANDATORY PAYMENTS.

                                 (i) The Total Principal Debt is due and payable
                      on the Termination Date.

                                 (ii) On any date of determination, if the
                      Commitment Usage exceeds the Total Commitment, then
                      Borrower shall make a mandatory prepayment of the
                      Principal Debt in the amount of such excess, together with
                      (i) all accrued and unpaid interest on the principal
                      amount so prepaid, and (ii) any Consequential Loss arising
                      as a result thereof.

                                 (iii) Subject in all respects to Section 10.11,
                      concurrently with the receipt thereof, Borrower shall make


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<PAGE>


                      a mandatory prepayment of the Principal Debt in an amount
                      equal to fifty percent (50%) of the Net Proceeds of each
                      Asset Sale (other than the Special Asset Sale).

                                 (iv) On the effective date of the Second
                      Amendment, Borrower shall make a mandatory prepayment of
                      the Principal Debt in an amount equal to one hundred
                      percent (100%) of the cash proceeds of the Special Asset
                      Sale.

                                 (v) All mandatory prepayments hereunder shall
                      be applied Pro Rata.

           (G) Section 9.3(A)(II) is hereby deleted in its entirety and replaced
with the following:

                      (ii) a Compliance Certificate (other than with respect to
           the fiscal year ended December 31, 1999).

           (H) The following language shall be added at the end of SECTION
9.3(B) before the period ".":

                      (other than with respect to the fiscal quarter ended
           September 30, 1999)

           (I) SECTION 10.9 is hereby deleted in its entirety and replaced with
the following:

                     10.9      DISTRIBUTIONS AND SUBORDINATED DEBT PAYMENTS.

                     (A) DISTRIBUTIONS. Borrower shall not, and shall not permit
         any other Company to, directly or indirectly declare, make, or pay any
         Distributions, other than (i) Distributions declared, made, or paid by
         any Company wholly in the form of its capital Stock, and (ii)
         Distributions by any Company to Borrower, (iii) Distributions in the
         form of Common Stock of POI issued in connection with the conversion of
         the Convertible Notes, and (iv) Distributions from any Subsidiary of
         POI to POI the proceeds of which:

                               (A) shall be applied by POI directly to pay
                     out-of-pocket expenses, for administrative, legal, and
                     accounting services provided by third parties that are
                     reasonable and customary and incurred in the ordinary
                     course of business for such professional services, or to
                     pay franchise fees and similar costs;

                               (B) will be used to repurchase the Stock of POI
                     in order to fulfill the obligations of any Company under an
                     employee Stock purchase plan or similar plan covering
                     employees of any Company as from time to time in effect;


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<PAGE>


                               (C) will be used to pay taxes of the Companies as
                     part of a consolidated, combined, or unitary tax filing
                     group or of the separate operations of POI; or

                               (D) will be used to make investments in, or loans
                     to, any Subsidiary of POI otherwise permitted pursuant to
                     this Agreement.

                     (B) SUBORDINATED DEBT. Borrower shall not, and shall not
         permit any other Company to pay, prepay, redeem, defease, or repurchase
         any Subordinated Debt when it violates the subordination provisions
         thereof, provided that so long as no Default exists Borrower may
         refinance Subordinated Debt with the proceeds of other Subordinated
         Debt, provided, further that notwithstanding the foregoing Borrower
         shall be permitted to repurchase Subordinated Debt, in an aggregate
         amount not to exceed $50,000,000.

           (J) SECTION 10.11 is hereby deleted in its entirety and replaced with
the following:

                     10.11 SALE OF ASSETS. Borrower shall not, and shall not
         permit any other Company to, sell, assign, transfer, or otherwise
         dispose of any of its assets, other than (a) sales of inventory and
         equipment leases (including, without limitation, equipment leases
         originated or acquired by C.E.T., S.A. or its Subsidiaries) in the
         ordinary course of business, (b) the sale, discount, or transfer of
         delinquent accounts receivable in the ordinary course of business for
         purposes of collection, (c) sales of immaterial assets for
         consideration not less than the fair market value thereof, (d)
         dispositions of obsolete assets and assets no longer useful in the
         respective businesses of the Companies, (e) transfers resulting from
         any casualty or condemnation of property or assets, (f) licenses or
         sublicenses of intellectual property and general intangibles and
         licenses, leases, or subleases of other property in each case in the
         ordinary course of business and that do not materially interfere with
         the business of any Company, (g) dispositions permitted by SECTION
         10.12, (h) other asset sales during any fiscal year of the Companies in
         an aggregate amount not exceeding ten percent (10%) of the consolidated
         total assets of the Companies determined in accordance with GAAP for
         the most recent fiscal year (without regard to any write down or write
         up thereof), and (i) the Special Asset Sale.

           (K) SECTION 10.13 is hereby deleted in its entirety and replaced with
the following:

                      10.13 FINANCIAL COVENANTS. As calculated on a consolidated
           basis for the Companies:

                     (A) LEVERAGE RATIO. The Administrative Agent and the
         Lenders hereby waive compliance with the Leverage Ratio for the fiscal
         quarters ended September 30, 1999 and December 31, 1999. Borrower shall
         not permit the Leverage Ratio, as of the last day of any fiscal quarter
         of the Companies during the following periods, to be greater than the
         ratio set forth opposite such period below:


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<PAGE>


           ------------------------------------------- ----------------------
                            PERIOD                             RATIO
           ------------------------------------------- ----------------------
           January 1, 2000 through December 31, 2000        5.75 to 1.0
           ------------------------------------------- ----------------------
                January 1, 2001 and thereafter              5.50 to 1.0
           ------------------------------------------- ----------------------

                     (B) INTEREST COVERAGE. The Administrative Agent and the
           Lenders hereby waive compliance with the Interest Coverage Ratio for
           the fiscal quarters ended September 30, 1999 and December 31, 1999.
           Borrower shall not permit the Interest Coverage Ratio, as of the last
           day of any fiscal quarter of the Companies during the following
           periods, to be less than the ratio set forth opposite such period
           below:

           -------------------------------------------- ----------------------
                            PERIOD                              RATIO
           -------------------------------------------- ----------------------
           January 1, 2000 through December 31, 2000         2.10 to 1.0
           -------------------------------------------- ----------------------
                January 1, 2001 and thereafter               2.25 to 1.0
           -------------------------------------------- ----------------------


           (L) SECTION 11.6 is hereby deleted in its entirety and replaced with
the following:

                     11.6 CHANGE OF CONTROL. POI shall cease to own, directly or
           indirectly, one hundred percent (100%) of the voting control
           (directly or indirectly) of Borrower.

           (M) EXHIBIT A-1 is hereby deleted in its entirety and replaced with
EXHIBIT A-1 attached hereto.

           (N) ScHEDULE 2.1 is hereby deleted in its entirety and replaced with
SCHEDULE 2.1 attached hereto.

           2. AMENDMENT OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. All
references in the Loan Documents to the Credit Agreement shall henceforth
include references to the Credit Agreement as modified and amended by this
Amendment, and as may, from time to time, be further modified, amended,
restated, extended, renewed, and/or increased.

           3. RATIFICATIONS. Borrower (a) ratifies and confirms all provisions
of the Loan Documents as amended by this Amendment, (b) ratifies and confirms
that all guaranties, assurances, and Liens, if any, granted, conveyed, or
assigned to the Credit Parties under the Loan Documents are not released,
reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and
future Obligation, and (c) agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional documents, and
certificates as the Credit Parties may reasonably request in order to create,
perfect, preserve, and protect those guaranties, assurances, and Liens.

           4. REPRESENTATIONS. Borrower represents and warrants to the Credit
Parties that as of the date of this Amendment: (a) this Amendment has been duly
authorized, executed,


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<PAGE>

and delivered by Borrower and each of the other Obligors that are parties to
this Amendment; (b) no action of, or filing with, any Governmental Authority is
required to authorize, or is otherwise required in connection with, the
execution, delivery, and performance by Borrower or any other Obligor of this
Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and
binding upon Borrower and the other Obligors and are enforceable against
Borrower and the other Obligors in accordance with their respective terms,
except as limited by Debtor Relief Laws and general principles of equity; (d)
the execution, delivery, and performance by Borrower and the other Obligors of
this Amendment do not require the consent of any other Person and do not and
will not constitute a violation of any Governmental Requirement, order of any
Governmental Authority, or material agreements to which Borrower or any other
Obligor is a party thereto or by which Borrower or any other Obligor is bound;
(e) all representations and warranties in the Loan Documents are true and
correct in all material respects on and as of the date of this Amendment, except
to the extent that (i) any of them speak to a different specific date, or (ii)
the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and (f) both before and after
giving effect to this Amendment, no Potential Default or Default exists.

           5. CONDITIONS. This Amendment shall not be effective unless and
until:

               (A) this Amendment has been executed by Borrower, the other
Obligors, Administrative Agent, and the Required Lenders;

               (B) If requested by any Lender, Borrower shall have executed and
delivered to Administrative Agent Amended and Restated Notes dated of even date
herewith, and payable to the order of Lenders in the aggregate principal amount
of the Total Commitment;

               (C) Borrower shall have delivered to Administrative Agent such
documents satisfactory to Administrative Agent evidencing the authorization and
execution of this Agreement, and the other documents executed and delivered in
connection herewith (including opinions of counsel) (collectively, the
"AMENDMENT DOCUMENTS"); and

               (D) Borrower shall have paid to Administrative Agent, for the
account of the Credit Parties as Administrative Agent shall determine, (i) an
amendment fee in an amount equal to 3/8% of the Total Commitment on the
effective date of this Amendment after giving effect to the reductions on the
date hereof ($431,250.00) and (ii) the reasonable fees and expenses of
Administrative Agent's counsel (including the allocated costs of internal
counsel) not to exceed $50,000.00.

           6. CONTINUED EFFECT. Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and conditions
of the Credit Agreement and the other Loan Documents, and all documents executed
in connection therewith, shall continue in full force and effect and shall
remain enforceable and binding in accordance with their respective terms.


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<PAGE>


           7. MISCELLANEOUS. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment shall be construed --
and its performance enforced -- under Texas law, (d) if any part of this
Amendment is for any reason found to be unenforceable, all other portions of it
nevertheless remain enforceable, and (e) this Amendment may be executed in any
number of counterparts with the same effect as if all signatories had signed the
same document, and all of those counterparts must be construed together to
constitute the same document.

           8. PARTIES. This Amendment binds and inures to Borrower and the
Credit Parties and their respective successors and permitted assigns.

           9. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.



            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                       12
<PAGE>


                      SIGNATURE PAGE TO SECOND AMENDMENT OF
                             CREDIT AGREEMENT AMONG
               PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,
                  WESTAR CAPITAL, INC., AS ADMINISTRATIVE AGENT
                                       AND
                            THE LENDERS NAMED HEREIN

              EXECUTED as of the day and year first above written.

                            PROTECTION ONE ALARM MONITORING, INC.,
                            a Delaware corporation, as Borrower


                                   By: /s/ John E. Mack III
                                      -------------------------------
                                       Name: John E. Mack III
                                       Title: Chief Executive Officer

<PAGE>


                      SIGNATURE PAGE TO SECOND AMENDMENT OF
                             CREDIT AGREEMENT AMONG
               PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,
                 WESTAR CAPITAL, INC., AS ADMINISTRATIVE AGENT,
                                       AND
                            THE LENDERS NAMED HEREIN


                    WESTAR CAPITAL, INC., as Administrative Agent and a Lender



                    By: /s/ Cynthia S. Couch
                       ---------------------
                       Name: Cynthia S. Couch
                       Title: Treasurer


<PAGE>


           To induce the Credit Parties to enter into this Amendment, each of
the undersigned (a) consents and agrees to the Amendment Documents' execution
and delivery, (b) ratifies and confirms that all guaranties, assurances, and
Liens, if any, granted, conveyed, or assigned to the Credit Parties under the
Loan Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment Documents and continue to guarantee, assure,
and secure the full payment and performance of all present and future
Obligations (except to the extent specifically limited by the terms of such
guaranties, assurances, or Liens), (c) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional
guaranties, assignments, security agreements, deeds of trust, mortgages, and
other agreements, documents, instruments, and certificates as the Credit Parties
may reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens, and (d) waives
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and its successors and permitted assigns and inures to the
Credit Parties and their respective successors and permitted assigns.


                                   PROTECTION ONE, INC.,
                                   a Delaware corporation


                                   By: /s/ John E. Mack III
                                   --------------------
                                   Name: John E. Mack III
                                   Title: Chief Executive Officer


                                   NETWORK MULTI-FAMILY SECURITY CORPORATION,
                                   a Delaware corporation


                                   By: /s/ John E. Mack III
                                   --------------------
                                   Name: John E. Mack III
                                   Title: Chief Executive Officer