Exhibit 10.58

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement" is entered into as of the 23rd day of July, 2004 by and between Protection One, Inc., a Delaware corporation (the
"Company"), Protection One Alarm Monitoring, Inc., a Delaware corporation, and J. Eric Griffin ("Executive").

W I T N E S S E T H :

WHEREAS,
POAMI and Executive agreed to employment terms pursuant to a Change in Control Agreement dated November 20, 2002 and superseded such agreement with a Change in Control Agreement
dated June 20, 2003 and a retention bonus letter dated June 20, 2003 (such Change in Control Agreement, together with the retention bonus letter, hereinafter referred to as the "Prior Employment
Agreement"); and

WHEREAS,
the Board (as defined in Section 1) has determined that it is in the best interest of the Company, its creditors and its stockholders to assure that the Company will have
the continued dedication of Executive during and after the period of the Company's and POAMI's (as defined in Section 1) anticipated Restructuring (as defined in Section 1) of its
indebtedness and capital stock notwithstanding the possibility or occurrence of a Change in Control (as defined in Section 1), to provide Executive with assurance of continued employment beyond
the expiration of the Prior Employment Agreement and to provide compensation and benefits arrangements which are competitive with those of other comparable and similarly situated corporations; and

WHEREAS,
during the period of the Company's anticipated Restructuring, Executive's continued high performance and retention is critical to ensure that the Company maintains its value;
and

WHEREAS,
Executive has agreed to enter into this Agreement because the Company has satisfied all of its obligations under the Prior Employment Agreement; and

WHEREAS,
POAMI is a direct and wholly owned subsidiary of the Company and will receive substantial direct and indirect value from Executive; and

WHEREAS,
each of the board of directors of the Company and of POAMI has authorized the Company and POAMI, respectively, to enter into this Agreement.

NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company, POAMI and Executive hereby agree as follows:

1.Definitions.As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)"Board"means the Board of Directors of the Company, as the case may be, whether prior to or after the Restructuring.

(b)"Bonus Amount"means:



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(c)"Cause"means:



For
purposes of this subsection (c), no act or failure to act by Executive shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that
Executive's action or omission was in, or not opposed to, the best interests of the Company.

(d)"Change in Control"means

(i)    the
occurrence of any one of the following events after the earlier of the date the Restructuring is consummated or December 31, 2005:



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(ii)   in
connection with the Restructuring, the occurrence of any one of the following events:



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(iii)  the
occurrence of any one of the following events prior to the earlier of the date the Restructuring is consummated or December 31, 2005:



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(e)"Citicorp Group"means Citibank International plc, any fund that is controlled by the foregoing and, as applicable, their
respective partners, members, subsidiaries and affiliates (including without limitation, any other entities controlled by or under common control with such entities), where the assets of each such
partner, member, subsidiary or affiliate primarily consist of Company Voting Securities and/or debt of the Company or POAMI.

(f)"Current Debt Holders"means Quadrangle Group, Citicorp Group and MacKay Shields Group.

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(g)"Date of Termination"means:



(h)"Disability"means termination of Executive's employment by the Company due to Executive's absence from Executive's
duties with the Company on a full time basis for at least one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness, unless within 30 days after
Notice of Termination is given to Executive following such absence Executive shall have returned to the full time performance of Executive's duties.

(i)"Good Reason"shall mean termination of Executive's employment by Executive based on any of the following events:



Executive
must provide Notice of Termination of employment within one hundred eighty (180) days following Executive's knowledge of an event or facts constituting Good Reason (or the last of such
events or facts if cumulative) or such event or facts shall not constitute Good Reason under this Agreement.

(j)"MacKay Group"means MacKay Shields, LLC and any fund that is controlled by the foregoing and, as applicable, their
respective partners, members, subsidiaries and affiliates (including without limitation, any other entities controlled by or under common control with such entities), where the assets of each such
partner, member, subsidiary or affiliate primarily consist of Company Voting Securities and/or debt of the Company or POAMI.

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(k)"Non Qualifying Termination"means a termination of Executive's employment under any circumstances not qualifying as a
Qualifying Termination, including without limitation any termination by the Company for Cause, any termination by Executive without Good Reason or for no reason at all or any termination on account of
death, Disability or Retirement.

(l)"Notice of Termination"means a written notice of termination of employment given by one party to the other party
pursuant to Section 16(b).

(m)"POAMI"means Protection One Alarm Monitoring, Inc., a Delaware corporation, and its successors and assignees.

(n)"Quadrangle Group"means Quadrangle Group LLC, POI Acquisition I, Inc., POI Acquisition, LLC, Quadrangle Master Funding
Ltd., any fund that is controlled by the foregoing and, as applicable, their respective partners, members, subsidiaries and affiliates (including without limitation, any other entities controlled by
or under common control with such entities), where the assets of each such partner, member, subsidiary or affiliate primarily consist of Company Voting Securities and/or debt of the Company or POAMI.

(o)"Qualifying Termination"means a termination of Executive's employment (i) by the Company other than for Cause,
including by the Company providing notice of nonrenewal of this Agreement or (ii) by Executive for Good Reason. Termination of Executive's employment on account of death, Disability, Retirement
shall not be treated as a Qualifying Termination.

(p)"Restructuring"means shall mean any transaction or series of transactions that effectuates any reorganization,
recapitalization, consolidation, business combination, merger, or other similar transaction or any transaction that effectuates any material amendment to, or other material change in, the Company's or
POAMI's obligations or indebtedness for borrowed money as of the date hereof (including accrued or accreted interest thereon) excluding changes in beneficial ownership of such indebtedness, but
including, without limitation, (i) any amendment or modification to the Company's revolving credit facility, 7.375% Senior Unsecured Notes due 2005 or 8.125% Senior Subordinated Notes due 2009
or that modifies any material payment term or any material financial or operating covenant or that provides for a forbearance of any material payment obligation or material covenant, in each case,
such that an amount that otherwise would be due and payable (according to its terms, by put, upon default and acceleration or otherwise) is delayed or otherwise extended for at least twelve months or
that converts a material amount of the Company's or POAMI's obligations or indebtedness for borrowed money as of the date hereof (including accrued or accreted interest thereon) to equity and/or to a
security junior to the claim's existing priority or is otherwise compromised, or any cash tender offer or any combination thereof; or (ii) (A) any merger, consolidation, reorganization,
recapitalization, business combination or other transaction pursuant to which the Company is acquired by, or combined with, any person, group of persons, partnership, corporation or other entity other
than a Current Debt Holder (an "Acquiror") or (B) the acquisition, directly or indirectly by an Acquiror (or by one or more persons acting together with an Acquiror pursuant to a written
agreement or otherwise), in a single transaction or a series of transactions, of (x) all or a preponderance of the assets or operations of the Company, or all or any material portion of any
operating division of the Company or (y) all, substantially all, or a majority of the outstanding or newly issued shares of the Company's (or any of its Subsidiary's) capital stock (or any
securities convertible into, or options, warrants or other rights to acquire such capital stock); in each case, whether accomplished out-of-court or through the confirmation of any plan of
reorganization pursuant to Section 1129 of the United States Bankruptcy Code, whether the requisite consents were obtained in-court or out-of-court.

(q)"Retirement"means Executive's termination of his employment on or after his attainment of age 65.

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(r)"Subsidiary"means any corporation or other entity in which the Company has a direct or indirect ownership interest of
50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which
the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets upon liquidation or dissolution.

2.Employment and Duties.

(a)Term of Employment.The Company agrees to employ Executive, and Executive agrees to enter into employment
with the Company, in accordance with the terms and provisions of this Agreement, for the Term of this Agreement. The execution of this Agreement shall constitute acceptance by Executive and
the Company that Executive's employment shall not terminate as a result of any Change in Control prior to the date hereof. Upon termination of Executive's employment (regardless of whether such
termination constitutes a Qualifying Termination or Non Qualifying Termination), Executive shall be relieved of any obligation to continue to perform the duties described in Section 2(b)
effective as of the Date of Termination. The termination of the employment relationship by either party for any reason or for no reason at all shall not constitute a breach of this Agreement, but
certain obligations and benefits shall survive such termination of employment as set forth in Section 19.

(b)Duties.During the period of Executive's employment under this Agreement, Executive shall serve as Vice
President, Secretary and General Counsel of the Company. Executive shall devote Executive's full business time and attention to the affairs of the Company and his duties as its Vice President,
Secretary and General Counsel. Executive shall have such duties as are appropriate to Executive's position as Vice President, Secretary and General Counsel, will be responsible for legal support in
the areas of general corporate documentation, contract drafting, review and compliance, leases, litigation, negotiations, legal research and managing and coordinating cases with outside counsel and
shall have such authority as required to enable Executive to perform these duties. Consistent with the foregoing, Executive shall comply with all reasonable instructions of the Chief Financial
Officer, Chief Executive Officer and Board of Directors of the Company. Executive shall report to the Chief Financial Officer. In addition, during the period of Executive's employment under this
Agreement, Executive may serve as an officer and/or director of a Subsidiary or Subsidiaries if requested to do so by the Board. Executive may resign from the board of directors of any Subsidiaries at
any time in his sole and absolute discretion.

3.Term of Agreement.The Term of this Agreement shall commence on the date of this Agreement and shall continue
until the earlier of (i) the first anniversary of the date of this Agreement or (ii) the Date of Termination that results from a Qualifying Termination or Non Qualifying Termination. If
this Agreement remains in effect through the first anniversary of the date of this Agreement, it shall thereafter be automatically extended for an indefinite number of one (1) year periods
unless either party sends written notice to the other party of its intention not to renew at least thirty (30) days prior to expiration of said Term. If the election not to renew is made, this
Agreement shall remain in full force and effect for the remaining original term and any extension periods thereafter if the original term has been renewed. The original term and any renewal periods
thereafter are hereinafter collectively referred to as the "Term." Certain obligations and benefits shall survive the expiration of the Term as set forth in Section 19.

4.Base Salary and Benefits.

(a)Base Salary.During the period of Executive's employment under this Agreement, the Company shall pay
Executive an annual base salary ("Annual Base Salary") at an annual rate equal to not less than Two Hundred Thousand and No/100 Dollars ($200,000.00), which shall be reviewed annually by the Board or
the Compensation Committee of the Board. Executive's Annual Base Salary

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shall
be paid in accordance with the standard practices for other senior corporate executives of the Company.

(b)Bonuses.Executive shall be eligible to receive annually or otherwise any bonus awards, whether payable in
cash, shares of common stock of the Company or otherwise, which the Company, the Board, the Compensation Committee of the Board or such other authorized committee of the Board determines to award or
grant; provided, however, that Executive shall participate under a short-term incentive plan (subject to its terms which shall be reasonably determined by the Board and based on targets that are
reasonably attainable) each year.

(c)Benefit Programs.During the period of Executive's employment under this Agreement, Executive shall be
eligible to participate in all employee benefit plans and programs of the Company from time to time in effect for the benefit of senior executives of the Company (subject to meeting generally
applicable participation requirements under the applicable plan or program), including, but not limited to, retention plans, stock option plans, restricted stock grants, 401(k) plans, group life
insurance, hospitalization and surgical and major medical coverages, sick leave, employee stock purchase plans, car allowances, vacations and holidays, long term disability, and such other benefits as
are or may be made available from time to time to senior executives of the Company. For purposes of this Section 4(c), the term "the Company" shall also include POAMI. If there is a sale in an
underwritten public offering registered under the Securities Act of 1933, as amended, of Company Voting Securities having an aggregate offering value of at least $40 million, all of Executive's Awards
(as defined below) will fully vest, all restrictions on such Awards shall lapse and the maximum level of achievement of all performance criteria with respect to such Awards shall be deemed fully
satisfied. In the case of stock options or any other equity based Awards in the nature of a right that may be exercised, such stock options and other equity based Awards shall remain exercisable for
three years after the Date of Termination.

(d)Business Expenses and Perquisites.Executive shall be reimbursed for all reasonable expenses incurred by
Executive in connection with the conduct of the business of the Company (including reasonable travel expenses), provided Executive properly accounts therefor in accordance with the Company's policies.
During the period of Executive's employment under this Agreement, Executive shall also be entitled to such other perquisites as are customary for senior executives of the Company.

(e)Office and Services Furnished.During the period of Executive's employment under this Agreement, the Company
shall make available to Executive office space, secretarial assistance and such other facilities and services as shall be suitable to Executive's position and adequate for the performance of
Executive's duties hereunder.

(f)Retention Bonus.Executive will receive two retention bonuses each in an amount equal to 50% of Executive's
Annual Base Salary (with such Annual Base Salary to be determined as of the date such bonus is paid) ("Retention Bonus"). The first retention bonus shall be payable if he remains continuously employed
by the Company from the date hereof through the earlier of the date of the consummation of the Restructuring or December 31, 2004 or, if prior to the consummation of the Restructuring or such date, as
applicable, (i) he is terminated by the Company other than for Cause, (ii) he resigns his employment because of Good Reason or (iii) the Company does not renew the Agreement upon
expiration of the Term. The second retention bonus shall be payable if he remains continuously employed by the Company from the date hereof through the earlier of the date of the consummation of the
Restructuring or December 31, 2005 or, if prior to the consummation of the Restructuring or such date, as applicable, (i) he is terminated by the Company other than for Cause, (ii) he
resigns his employment because of Good Reason or (iii) the Company does not renew the Agreement upon expiration of the Term. Payment of any amount pursuant to this paragraph shall not reduce
any other payments or benefits to which Executive is entitled under this Agreement. Should the

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Chief
Executive Officer of the Company agree to forgo any portion of his Retention Bonus for any reason at any time, Executive agrees to forgo the same percentage of his Retention Bonus.

5.Payments Upon Termination of Employment.

(a)Qualifying Termination.If the employment of Executive terminates pursuant to a Qualifying Termination,
then:



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(b)Non Qualifying Termination.If the employment of Executive terminates pursuant to a Non Qualifying
Termination, then the Company shall pay to Executive within five (5) business days following the Date of Termination, a lump sum cash payment equal to the sum of (i) Executive's Annual
Base Salary payable through the Date of Termination; (ii) bonus amounts earned by Executive and declared and approved by the Board; and (iii) the cash equivalent of any accrued Paid Time
Off; in each case to the extent not already paid. The Company may make such additional payments and provide such additional benefits to Executive as the Company and Executive may agree in writing.

6.Excise Tax Gross Up.

(a)   Anything
in this Agreement to the contrary notwithstanding, in the event that it shall be determined that the vesting of Awards, aggregate payments or distributions by
the Company or its affiliated companies to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise but determined
without regard to any additional payments required under this Section 6 (a "Payment"), constitute "parachute payments" (as such term is defined under Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G")) the aggregate present value of which equals or
exceeds three times Executive's "base amount" (as such term is defined under Section 280G) and are therefore subject to the excise tax imposed by Section 4999 of the Code or any
successor provision (collectively, "Section 4999") or any interest, penalties or additions to tax with respect to such excise tax (the total excise tax, together with any interest, penalties or
additions to tax, are hereinafter collectively referred to as the "Excise Tax")), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after
payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and employment taxes and
Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. Notwithstanding the foregoing, Executive agrees to reduce the aggregate amount of any Payments that constitute "parachute payments" to the extent necessary so that such
Payments do not equal or exceed three times Executive's "base amount" (and therefore are not subject to the excise tax imposed by Section 4999); provided, however, that Executive shall not be
required to make any such reduction if the reduction necessary to cause such Payments not to equal or exceed three times Executive's "base amount" is more than $100,000.

(b)   Subject
to the provisions of Section 6(c) hereof, all determinations required to be made under this Section 6, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's public accounting firm (the "Accounting
Firm") which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment,
or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in control,
Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be deemed to be the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6, shall be paid by the Company to
Executive within five (5) days of the

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receipt
of the Accounting Firm's determination (it being understood, however, that the Gross Up Payment may, if permitted by law, be paid directly to the applicable taxing authorities). If the
Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income
tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the
uncertainty in the application of Section 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by
the Company should have been made by the Company ("Underpayment"), or that Gross-Up Payments will have been made by the Company which should not have been made ("Overpayment"), consistent with the
calculations required to be made hereunder. In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the event that the Company
exhausts its remedies pursuant to Section 6(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of the
Company, take such steps as are reasonably necessary (including, if reasonable, the filing of returns and claims for refund), and otherwise reasonably cooperate with the Company to correct such
Overpayment; provided, however, that (i) Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has
retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of Section 6(a) hereof to
make Executive whole, on an after-tax basis, from the application of Section 4999.

(c)   Executive
shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require a payment by the Company, or a change in
the amount of the payment by the Company of, the Gross-Up Payment. Such notification shall be given as soon as practicable after Executive is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is requested to be paid; provided that the failure to give any notice pursuant to this Section 6(c) shall not impair
Executive's rights under this Section 6 except to the extent the Company is materially prejudiced thereby. Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies
Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:



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(d)   If,
after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(c) hereof, Executive becomes entitled to receive, and receives, any
refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 6(c) hereof) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(c), a
determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

7.Non Competition.Executive hereby acknowledges that the services which he will perform for the Company are of
a special and unique nature, and that the Company would find it extremely difficult or impossible to replace Executive. Accordingly, Executive agrees that, in consideration of this Agreement and the
payments to be received by him hereunder, from and after the date hereof through the period during which Executive continues to be employed by the Company and following termination of Executive's
employment for any reason until the first anniversary (or the second anniversary in the event Executive is entitled to payments under Sections 5(a)(B)(x) and (y)) of such termination of employment
(the "Non Competition Period"), Executive shall not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected
as a director, officer, employee, partner, lender, consultant or otherwise ("Participate" or a "Participation") with any Competitor (as hereinafter defined), except with the Company's prior written
consent. For purposes of this Agreement, the term "Competitor" shall mean any entity engaged in the business of providing property monitoring services with revenue in excess of One Hundred Sixty
Million Dollars ($160,000,000) during the most recent twelve (12) month period for which financial statements are available, including without limitation, ADT Security Services, Brink's Home Security,
Inc., Honeywell Security Monitoring, Inc. and their respective subsidiaries, affiliates and successors. Nothing in this section shall prohibit Executive from owning for investment purposes an
aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York Stock Exchange or American Stock Exchange or whose securities are quoted on the NASDAQ National
Market. Notwithstanding anything which may be to the contrary herein, Executive shall not be required to cease Participation in any business or organization which begins to compete with the Company
subsequent to the time Executive commences such Participation, provided that such business

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or
organization began to compete with the Company through no action, assistance, or plan of Executive.

It
is the desire and intent of the parties that the provisions of this Section 7 shall be enforced under the laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any particular provision of this Section 7 is adjudicated to be invalid or unenforceable or shall for any reason be held to be excessively broad as to
duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law and such provision shall be
deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction.

If
Executive challenges the enforceability of the provisions of this Section 7 in whole or in part as to any Competitors, Executive shall, immediately upon such challenge, forfeit
any right to any payments and benefits under Section 5(a) or 5(b) that he has not already received.

8.Confidential Information.Executive acknowledges that:

(a)   the
business of the Company and its Subsidiaries and affiliates is intensely competitive and that Executive's engagement by the Company requires that Executive have
access to and knowledge of confidential information of the Company and its Subsidiaries and affiliates, including, but not limited to, the identity of customers, the identity of the representatives of
customers with whom the Company and its Subsidiaries and affiliates have dealt, the kinds of services provided by the Company and its Subsidiaries and affiliates to customers and offered to be
performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information
concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade
secrets (the "Confidential Information");

(b)   the
direct or indirect disclosure of such Confidential Information to existing or potential competitors of the Company and its Subsidiaries and affiliates would place
the Company and its Subsidiaries and affiliates at a competitive disadvantage and would do damage, monetary or otherwise, to the business of the Company and its Subsidiaries and affiliates; and

(c)   the
engaging by Executive in any of the activities prohibited by this Section 8 may constitute improper appropriation and/or use of such information and trade
secrets.

Notwithstanding
the foregoing, Confidential Information shall not include information which (x) is or becomes part of the public domain through a source other than Executive,
(y) is or becomes available to Executive from a source independent of the Company and its Subsidiaries and affiliates, or (z) constitutes general industry knowledge possessed by
Executive by virtue of Executive's employment with the Company. Executive expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information
constitutes a protectable business interest of the Company and its Subsidiaries and affiliates. Accordingly, the Company and Executive agree as follows:



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9.Nonsolicitation.During the Non Competition Period, Executive shall not, directly or indirectly, solicit,
interfere with, hire, offer to hire or induce any person who is an employee of the Company or any of its Subsidiaries or affiliates and whose salary is in excess of $50,000 to discontinue his or her
relationship with the Company or any of its Subsidiaries or affiliates and accept employment by, or enter into a business relationship with, Executive or any other person or entity; provided, however,
that this provision shall not apply to solicitation by general advertising.

10.Antidisparagement.

(a)   Unless
otherwise required by a court of competent jurisdiction, pursuant to any recognized subpoena power or by any applicable law, rule or regulation, Executive agrees
and promises that Executive shall not make any oral or written statements or reveal any information to any person, company or agency which (i) is materially negative, disparaging or damaging to
the name, reputation or business of the Company or any of its Subsidiaries or affiliates, or any of their shareholders, directors, officers or employees, or (ii) has or would have a materially
negative financial impact, whether directly or indirectly, on the Company or any of its Subsidiaries and affiliates, or any of their shareholders, directors, officers or employees; providedthat this
subsection (ii) shall not be deemed to have been violated by statements or releases of information by Executive during the
period of his employment under this Agreement which Executive believes to be truthful and which are made in the performance of his duties under this Agreement.

(b)   Unless
otherwise required by a court of competent jurisdiction, pursuant to any recognized subpoena power or by any applicable law, rule or regulation, the Company
agrees and promises that neither it nor any of its Subsidiaries and affiliates shall make any oral or written statements or reveal any information to any person, company or agency which (i) is
materially negative, disparaging or damaging to the name, reputation or business of Executive or (ii) has or would have a negative financial impact whether directly or indirectly, on Executive.

11.Injunctive Relief.

(a)   Executive
acknowledges that a breach of the undertakings in Sections 7, 8, 9 or 10(a) of this Agreement would cause irreparable damage to the Company and its
Subsidiaries and affiliates, the exact amount of which shall be difficult to ascertain, and that remedies at law for any such breach would be inadequate. Executive agrees that, if Executive breaches
or attempts or threatens to breach any of the undertakings in Sections 7, 8, 9 or 10(a) of this Agreement, then the Company shall be entitled to injunctive relief without posting bond or other
security, in addition to any other remedy or remedies available to the Company at law or in equity.

(b)   The
Company acknowledges that a breach of the undertakings in Section 10(b) of this Agreement would cause irreparable damage to Executive, the exact amount of
which shall be difficult to ascertain, and that remedies at law for any such breach would be inadequate. The Company agrees that, if the Company or any of its Subsidiaries or affiliates breaches or
attempts or threatens to breach any of the undertakings in Section 10(b) of this Agreement, then Executive shall be entitled to injunctive relief, without posting bond or other security, in
addition to any other remedy or remedies available to Executive at law or in equity.

12.Withholding Taxes.The Company may withhold from all payments due to Executive (or his beneficiary or
estate) hereunder all taxes which, by applicable federal, state, local or other law, the

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Company
is required to withhold therefrom. Executive has represented that he is and will continue to be a resident of the State of Texas for all purposes.

13.Directors and Officers Insurance; Indemnity.The Company shall take all steps necessary to ensure that
Executive is covered under any directors and officers liability insurance policy in effect from time to time for current and former directors and officers of the Company and any employee professional
liability insurance policy in effect from time to time for employed professionals of the Company. In addition, the Company shall hold harmless and indemnify Executive against any and all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending, or completed action, suit, or
proceeding whether civil, criminal, administrative, or investigative (including an action by or in the right of the corporation) to which Executive is, was, or at any time becomes a party, or is
threatened to be
made a party, by reason of the fact that Executive is, was, or at any time becomes a director, officer, employee or agent of the Company, or is or was serving, or at any time serves at the request of
the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise; or otherwise to the fullest extent as may be provided to
Executive by the Company under the provisions of the Bylaws and the Articles of Incorporation of the Company and Delaware law.

14.Scope of Agreement.Nothing in this Agreement shall be deemed to entitle Executive to continued employment
with the Company or its Subsidiaries or shall require Executive to continue the employment relationship against his wishes;provided, however, that any
termination of Executive's employment during the Term of this Agreement shall be subject to all of the provisions of this Agreement as provided in Section 19.

15.Successors; Binding Agreement.

(a)   This
Agreement shall inure to the benefit of and be legally binding upon all successors and assigns of the Company and POAMI. The Company and POAMI will require a
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and/or POAMI, by agreement in form and
substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company and POAMI would be required to perform it if no
such succession had taken place. For purposes of this Section 15(a), "Company" shall mean the Company as defined above and all successors to its business or assets that execute and deliver the
agreement provided for in this Section 15(a) or that otherwise become bound by the terms and provisions of this Agreement by operation of law. For purposes of this Section 15(a), "POAMI"
shall mean POAMI as defined above and all successors to its business or assets that execute and deliver the agreement provided for in this Section 15(a) or that otherwise become bound by the
terms and provisions of this Agreement by operation of law

(b)   This
Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs,
distributes, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to
Executive's estate.

16.Notice.

(a)   For
purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when
delivered or five (5)

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days
after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

| |  | If to Executive:   | J. Eric Griffin
7242 Tophill Lane
Dallas, TX 75248                                           
| |  | ------------------ | ---------------------------------------------------------------------------------------------
| |  | If to the Company: | Protection One, Inc.
818 S. Kansas Avenue
Topeka, KS 66612
Attention: Chief Financial Officer

or
to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)   A
written notice of Executive's Date of Termination by the Company or Executive, as the case may be, to the other, shall (i) indicate the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated, and (iii) specify the Date of Termination. The failure by Executive or the Company to set forth in such notice any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in
enforcing Executive's or the Company's rights hereunder.

17.Full Settlement; Resolution of Disputes.The Company's obligation to make any payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other severance payments to Executive under any other severance or employment agreement
between Executive and the Company, and any severance plan of the Company. In no event
shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and except as
otherwise provided in Section 5 (a)(iii), such amounts shall not be reduced whether or not Executive obtains other employment. Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in Wilmington, Delaware by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrators' award in any court having jurisdiction. The arbitrators shall determine the allocation of the costs and expenses arising in connection with any arbitration
proceeding pursuant to this section based on the arbitrator's assessment of the merits of the positions of the parties.

18.Employment with Subsidiaries.Employment with the Company for purposes of this Agreement shall include
employment with any Subsidiary.

19.Survival.The respective obligations and benefits afforded to the Company and Executive as provided in
Sections 1, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 17, 19, 20, 22, 23, 24 and 25 shall survive the termination of this Agreement.

20.GOVERNING LAW; VALIDITY.THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

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21.Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and the same instrument.

22.Miscellaneous.No provision of this Agreement may be modified or waived unless such modification or waiver
is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior to
subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including
without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
Except as otherwise specifically provided herein, the rights of, and benefits payable to,
Executive, his estate or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate or his beneficiaries under any other employee
benefit plan or compensation program of the Company.

23.No Mitigation.The amounts payable to Executive upon any termination of his employment shall be considered
severance pay in consideration of past services rendered on behalf of the Company and his continued service from the date hereof to the date he becomes entitled to such payments and shall be the sole
amount of severance pay to which Executive is entitled from the Company and its affiliates upon termination of his employment. Executive shall have no duty to mitigate his damages by seeking other
employment and, should Executive actually receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any such other compensation.

24.POAMI's Obligations.All of the obligations of the Company hereunder shall also be direct obligations of
POAMI without the need for Executive to seek or exhaust remedies against the Company.

25.Entire Agreement.This Agreement constitutes the entire agreement of the parties with respect to its subject
matter and supersedes and replaces all previous verbal or written agreements that the parties may have made, including the Prior Employment Agreement.

*
* * * *

[Remainder of page intentionally left blank. Signatures on next page.]

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IN WITNESS WHEREOF, each of the Company and POAMI has caused this Agreement to be executed by a duly authorized representative of the Company and POAMI and
Executive has executed this Agreement as of the day and year first above written.

| |  | PROTECTION ONE, INC.                 
| |  | -------------------------------------
| |  | By:                                  
| |  |                                      
| |  | Its:                                 
| |  |                                      
| |  | PROTECTION ONE ALARM
MONITORING, INC.
| |  | By:                                  
| |  |                                      
| |  | Its:                                 
| |  |                                      
| |  | By:                                  
| |  |                                      

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