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                                                                EXHIBIT 10.28
    


                            SECOND AMENDMENT TO LEASE


This Second Amendment to Lease (hereinafter referred to as "Amendment-1") is
entered into by and between AMERICAN NATIONAL BANK and TRUST COMPANY OF CHICAGO,
not personally but solely as Trustee under Trust No. 59948 (hereinafter referred
to as "Landlord") and Security Associates International, Inc., (hereinafter
referred to as "Tenant").

A. Whereas, Landlord and Tenant entered into a lease dated November 21, 1995,
(hereinafter referred to as the "Lease"), covering certain premises known as
Suite 100 occupying approximately 4,520 rentable square feet located at 2101
South Arlington Heights Road, Arlington Heights, Illinois 60005 (the
"Building"), and First Amendment to Lease dated December 9, 1996 (hereinafter
referred to as the "Amendment"), covering certain premises known as Suite 110
occupying approximately 2,561 rentable square feet located at the Building, as
more fully described in said Lease.

B. Whereas, Landlord and Tenant now desire to amend the Lease and the Amendment
and also to lease an additional 2,242 rentable square feet located at the
Building and known as Suite 111 at a rental and upon all the other terms,
covenants and conditions as hereinafter set forth, but not otherwise.

Now therefore, in consideration of the mutual covenants and conditions herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. Length of Term. The new lease term for Suite 111 shall commence on January 1,
1998 for five (5) years and shall terminate on December 31, 2002. The new lease
term for Suite 100 shall commence on January 1, 1998 for five (5) years and
shall terminate on December 31, 2002. The new lease term for Suite 110 shall
commence on January 1, 1998 for five (5) years and shall terminate on December
31, 2002. The new term shall remain in full force and effect without
interruption for five (5) years except if an event of default occurs.

2. Net Base Rent. The Net Base Rent is listed out on the attached Exhibit "G"
broken down by month. The annual Net Base Rent payments for Suite 100, Suite 110
and Suite 111 are as follows:

                  Year 1                             $108,240.12
                  Year 2                             $108,240.12
                  Year 3                             $108,240.12
                  Year 4                             $111,487.32
                  Year 5                             $114,831.94

3. Security Deposit. When Tenant signs this Amendment-1, then Tenant shall pay
to Landlord the sum of $2,169.14 as security for the performance of it's
obligations under this Amendment-1.

4. Operating Expenses. The Building's Annual Operating Expenses shall be paid in
addition to and apart from the Net Base Rent. These expenses shall be billed as
additional rent in the form of monthly progress payments based upon an occupancy
percentage of 15.102%.

5. Real Estate Taxes. The Building's Real Estate Taxes shall be paid in addition
to and apart from the Net Base Rent. These expenses shall be billed as
additional rent in the form of monthly progress payments based upon an occupancy
percentage of 15.102%.

6.  Tenant Improvements. All construction costs to remodel Suite 111 shall be
borne by the Landlord. The scope of work for these tenant improvements are
listed out on the attached Exhibit "H."



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7.  Payment of Rent. All rent due under the Lease and this Amendment-1, shall be
paid to: Arlington Associates, c/o Liz-Green, Inc. as the Managing Agent, (the
"Manager"). Checks or other form of payment shall be mailed or delivered to the
following address:

                                  Liz-Green, Inc.
                                  Suite 115
                                  2101 South Arlington Heights Road
                                  Arlington Heights, Illinois 60005-4142

8.  Broker. Tenant and Landlord represent and warrant to each other that they
have not dealt with any broker or finder in connection with this Second
Amendment to Lease other than Liz-Green, Inc., "Broker". Landlord hereby agrees
to be responsible for and pay any and all brokerage commissions, fees or claims
of any kind owing to Broker in connection with this Amendment-1, and shall
indemnify and hold Tenant harmless from any and all claims, costs, expenses
(including court costs and reasonable legal fees) incurred by Tenant in
connection therewith. Tenant agrees to indemnify and hold Landlord harmless from
and against any claims, costs, expenses (including court costs and reasonable
legal fees) and other liabilities incurred by Landlord by reason of any claim or
action for a commission or other compensation by any other broker or finder, if
any, with which Tenant has dealt with respect to this Amendment-1. Landlord
shall have no liability for any brokerage commissions arising from a sublease or
assignment by Tenant. The provisions of this paragraph shall survive the
expiration or sooner termination of this Second Amendment to Lease.

9.  No Other Changes. Except as and to the extent expressly provided for in this
Second Amendment to Lease, the Lease shall remain in full force and effect and
shall be applicable according to all of its terms to Suite 100, Suite 110 and
Suite 111.

10. Entire Agreement. This Amendment-1 constitutes the entire understanding of
the parties regarding this Second Amendment to Lease. There are no promises,
representations or understandings, other than as set forth in these documents.

    IN WITNESS WHEREOF, this Amendment to Lease is executed as of December 10,
1997.

    TENANT:       Security Associates International, Inc.



    By:   /s/ James S. Brannen
       ---------------------------------
          James S. Brannen, President

    Date:  12/11/97
         -------------------------------


    LANDLORD:  AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not 
               personally but solely as Trustee under its Trust No. 59948


    By:      /s/ David Rosenfield
       ---------------------------------
    Title:   AVP
          ------------------------------



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                                 ATTACHMENT "A"

                             LA COSTA CORPORATE PARK




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                                    EXHIBIT A

                                 THE "PREMISES"





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                                    EXHIBIT B

                                  THE "PROJECT"




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                                    EXHIBIT C

                                  SIGN CRITERIA




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                                    EXHIBIT D

A.       AGREEMENT

A.1      Landlord and Tenant agree to the construction of improvements in the
         Premises according to the terms and conditions of the Lease, and this
         Exhibit "D."

A.2      Landlord will provide Tenant with final detailed plans and
         specification of all Sole Discretion, subject to the provisions of
         paragraph __________ Exhibit "D."

A.5      Landlord will complete all final proposed improvements to the best of
         its ability on or before June 10, 1996 subject to the provisions of
         paragraph D.2 Delays of this Exhibit "D."

B.       TENANT PAID IMPROVEMENTS

         Non-Applicable

C.       METHOD OF PAYMENT

C.1      $N/A is to be paid by Tenant to Landlord subject to the provisions of
         E.3 of this Exhibit "D" in the manner stated below:

         Non-Applicable

D.       DELAYS

D.1      Should Tenant not submit approved final plans and specifications to
         Landlord by the date indicated in paragraph A.3 of this Exhibit "D".
         Landlord will not be subject to any liability and the validity of this
         Lease will not be affected in any way. However, Landlord also reserves
         the right, at its sole discretion, to terminate this Lease.

D.2      The commencement of rent on the date specified in paragraph 1.i. of the
         Lease will not be postponed or waived and Landlord will not be subject
         to any liability if:
     (i) Tenant is the cause of any delay in construction. By way of example,
         including but not limited to: Tenant's request for a delay; the
         installation of Tenant's trade fixture and/or equipment; Tenant's
         request for additional improvements after plans and specifications have
         been approved as described in paragraph A.3,
     (ii)Landlord is unable to complete all improvements by the date indicated
         in A.5 of this Exhibit "D" due to circumstances beyond Landlord's
         reasonable control including but not limited to: requirements by any
         governing authority; shortages; strikes; material delivery delays; or
         acts of God.

E.       ADDITIONAL COSTS


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E.1      Any changes required by any governing authority to Tenant approved
         final plans and specifications to conform to local, state or federal
         laws will be at the sole cost of Tenant, in addition to any other
         previously agreed upon improvements costs, if such changes are
         determined to be for the Tenant's special use and not part of the
         general requirements of Landlord to Lease space at the Project, in
         accordance with the provisions of paragraph E.3 of this Exhibit "D".

E.2      Should any changes to previously approved plans and specifications be
         required by Tenant:

    (i)  the cost of such revised final plans and specification shall be at the
         sole cost of Tenant.
    (ii) the cost of any changes resulting from such revised plans and
         specifications shall be at the sole cost and expense of Tenant; and
         such charges shall be subject to the provisions of paragraph D and E.3
         of this Exhibit "D".

E.3      Any additional costs including costs of revised construction drawings,
         incurred as a result of the changes described in paragraphs E.1 and E.2
         above, estimated improvement costs, (a) such costs or expenses shall be
         paid by Tenant to Landlord immediately upon receipt by Tenant of
         Landlord's itemized notice, or (b) such costs or expenses shall be
         amortized and included in the Base Monthly Rent for the duration of the
         Lease Term.

F.       LANDLORD'S PAID IMPROVEMENTS

F.1      Landlord at its sole cost will provide in good and workmanlike
         condition the following improvements as indicated on Exhibit "A":

         1. Construct wall & add door.
         2. Construct wall.
         3. Add door.
         4. VCT tile areas noted, carpet remainder of office area. 
         5. Landlord will provide the lettering for the initial signage.

         Tenant improvements provided by Landlord shall not exceed $2.50 per
         square foot.


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                                 ATTACHMENT "1"
                             LA COSTA CORPORATE PARK
                            KOLL MANAGEMENT SERVICES
                               RULES & REGULATIONS

1. SIGNS/WINDOWS. All tenant (Lessee) identification signs shall be provided at
the expense of Lessee. No sign, placard, picture advertisement, name or notice
shall be attached to any part of the outside of any building and if so placed
Lessor shall have the right to remove any such sign, placard, picture,
advertisement, name or notice at Lessee's expense. Lessee shall not place or
allow anything to be placed near the glass of any window, door, partition or
wall which may appear unsightly from outside the leased premises, nor conflict
with the above. Lessor will provide a standard drape, blind or window covering
that shall not be altered or removed by Lessee. Lessee is responsible to keep
windows washed, inside and/or out. No awning or shade shall be affixed or
installed over or in the windows or the exterior of the premises.

2. COMMON AREA/ROOF. The sidewalks, entrances and exits, hall passages and
stairways, if any, shall not be obstructed or used by Lessee for any purpose
other than for ingress and egress. The hall passages, exits, entrances,
stairways and roofs are not for the use of the general public and Lessor shall
in all cases retain the right to control and prevent access thereto by all
persons whose presence in the judgment of the Lessor shall be prejudicial to the
safely, character, reputation and interests of the premises and tenants,
provided that nothing herein contained shall be construed to prevent such access
to persons with whom Lessee normally deals in the ordinary course of Lessee's
business unless such persons are engaged in illegal activities. Neither Lessee
nor employees or invitees of Lessee shall go upon the roof of any building.

3. ADVERTISING. Lessee shall not use the name of the building in connection with
or in promoting or advertising the business of Lessee except as to Lessee's
address. Lessor shall have the right to prohibit the use of the name of the
project or other publicity by Lessee which in Lessor's opinion tends to impair
the reputation of the project or its desirability for the Lessees. Lessees will
refrain from or discontinue a such publicity upon notification by Lessor.

4. LOCKS. No additional locks or bolts shall be placed upon any of the doors or
windows by Lessee, nor shall any changes be made to existing locks or the
mechanisms thereof. Lessee must, upon the termination of Lessee's tenancy,
return to Lessor all keys wither furnished to or otherwise procured by Lessee.
In the event of the loss of any keys so furnished, Lessee shall pay to Lessor
the cost thereof.

5. SOLICITATIONS. Lessee shall not disturb, solicit or canvass any occupant of
the project and shall cooperate to prevent the same.

6. USE OF PREMISES. The leased premises shall not be used for lodging, sleeping
or cooking or for any immoral or illegal purpose or for any purpose that will
damage the premises or the reputation thereof or for any purpose other than that
specified in the lease covering the premises.


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7. PARKING. The parking areas within the office park complex shall be used
solely for the parking of passenger vehicles during normal office hours. The
parking of trucks, trailers, recreational vehicles and campers is specifically
prohibited. No vehicle of any type shall be stored in the parking areas at any
time. In the event that a vehicle is disabled, it shall be removed within 48
hours. There shall be no "For Sale" or other advertising signs on or about any
parked vehicle. All vehicles shall be parked in the designated parking areas in
conformation with all signs and other markings. No parking is permitted on
public streets adjacent to the complex.

8. NUISANCES. Lessee shall not use, keep or permit to be used or kept, any foul
or noxious gas or substance in the premises, or permit or suffer the premises to
be occupied or used in a manner offensive or objectionable to Lessor or other
occupants of the building by reason of noise, odors and/or vibrations, or
interfere in any way with other Lessees or those having business therein nor
shall any animals or birds be brought in or kept in or about the premises of the
project. Lessee shall maintain the leased premises free from mice, bugs, and
ants attracted by food, water or storage materials. Lessor is responsible for
maintaining the outside area.

9. DANGEROUS ARTICLES. Lessee shall not use or keep on the premises of the
complex any kerosene, gasoline or inflammable or combustible fluid or material,
or any article deemed extra hazardous on account of fire or other dangerous
properties or u se any other method of heating or air conditioning other than
supplied by Lessor.

10. IMPROPER CONDUCT. Lessor reserves the right to exclude or expel from the
complex any person who in the judgment of the Lessor, is intoxicated or under
the influence of liquor or drugs or who shall in any manner do any act or
violation of the Rules & Regulations of the said project.

11. WIRING. No electric wires, or any other electrical apparatus, or additional
electrical outlets, shall be installed except with written request to and
written approval from Lessor. Any installation of above wiring shall be removed
by Lessor at Lessee's expense. Lessor reserves the right to enter upon the
leased premises for the purpose of installing additional electrical wiring and
other utilities for the benefit of the Lessee or adjoining tenants. Lessor will
direct electricians as to where and how telephone and telegraph wires are to be
introduced. The location of telephones, call boxes and other equipment affixed
to the premises shall be subject to the approval of Lessor.

12. AUCTION. No auction, public or private, will be permitted.

13. EXTERIOR. Lessee shall not place any improvements or moveable objects
including antennas, outside furniture, etc. in the parking areas, landscaped
area or other areas outside of the leased premises, or on the roof of any
building.

14. SECURITY PRECAUTIONS. All entrance doors in the complex shall be closed and
securely locked when the premises are not in use, and all doors opening to
public corridors shall be kept closed except for normal ingress and egress.
Lessee must observe strict care and caution that all water faucets or any other
apparatus is shut off before Lessee or Lessee's employees leave


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the premises and that all electricity, gas, etc. shall likewise be carefully
shut off so as to prevent waste or damage.

15. RESTROOM FACILITIES. The washrooms and restrooms and appurtenances thereto
shall not be used for any other use than those for which they were constructed.
No sweepings, rubbish, rags or other foreign substances shall be thrown or
placed therein. No person shall waste water by interfering or tampering with the
faucets. Any damage resulting in soiled washrooms or restrooms or appurtenances
shall be paid for by the Lessee who, or whose agent, guests, or employees, shall
cause such damage.

16. DAMAGE: Walls, floors and ceilings shall not be defaced in any way and no
one shall be permitted to mark, nail, screw or drill into surfaces, paint or in
any way mar the building surface. Pictures, certificates, licenses and similar
times normally used in Lessee's premises may be carefully attached to the walls
by Lessee in a manner to be proscribed by the Lessor. Upon removal of such items
by Lessee, any damage to the walls or other surfaces shall be repaired by
Lessee.

17. FURNITURE SAFES/MOVING: furniture, freight, equipment, safes or other bulky
articles shall be moved into or out of the complex only in the manner and at
such times as Lessor may direct. Lessee shall not overload the floor of the
premises or in any way deface the premises or any part thereof. Lessor shall in
all cases have the right to determine or limit the weight, size and position of
all safes and other heavy equipment. Lessor will not be responsible for loss or
damage to any safe or other properly shall be repaired at the expense of Lessee.

18. JANITORIAL SERVICE. Lessee shall not cause any unnecessary labor by reason
of Lessee's carelessness or indifference in the preservation of good order and
cleanliness. Lessor shall not be responsible to Lessee for any loss of property
on the premises, however occurring or for any damage done to the effect of
Lessee by the janitor or any other employee or any other person.

19. REQUIREMENTS OF LESSEE. Employees of Lessor shall not perform any work or do
anything outside of their regular duties unless under special instruction from
Lessor. Lessee shall give Lessor prompt notice of any defects in the water,
sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any
other service equipment.

20. RULES AND REGULATIONS: Rules may be modified, amended or supplemented at any
time by Lessor upon notice to Lessee.