**Exhibit10.13**

FIRST AMENDMENTTO EMPLOYMENT AGREEMENT

FIRST AMENDMENT, dated asof February 8, 2005 (this “First Amendment”) to the Employment Agreement(the “Employment Agreement”) by and among Joseph R. Sanchez (“Executive”),Protection One, Inc., a Delaware corporation (the “Company”), andProtection One Alarm Monitoring, Inc., a Delaware corporation, dated as of July23, 2004.  This First Amendment to theEmployment Agreement shall become effective upon the “Closing Date” (as definedin the Exchange Agreement); provided, that this First Amendment shall be nulland void *ab initio*upon any termination of theExchange Agreement in accordance with its terms.

WITNESSETH :

WHEREAS, Section 22 ofthe Employment Agreement provides that any modification of any provision of theEmployment Agreement shall be valid only if made in writing and signed byExecutive and a duly authorized officer of the Company; and

WHEREAS, the partieshereto desire to amend certain provisions of the Employment Agreement as morefully set forth herein.

NOW, THEREFORE, for goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and in consideration of the agreements herein, the parties heretoagree as follows:

# 1.             Defined Terms.

## (a)           Unless otherwise stated herein, allcapitalized terms have the meanings ascribed to them in the EmploymentAgreement.

## (b)           For purposes of this Agreement, “ExchangeAgreement” means that certain Exchange Agreement, dated as of November 12,2004, to which the Company is a party.

# 2.             Amendments.

## (a)           Section 4(c) of the Employment Agreement ishereby amended and restated in its entirety to read as follows:

“(c)         BenefitPrograms.  During the period of Executive’semployment under this Agreement, Executive shall be eligible to participate inall employee benefit plans and programs of the Company from time to time ineffect for the benefit of senior executives of the Company (subject to meetinggenerally applicable participation requirements under the applicable plan orprogram), including, but not limited to, retention plans, stock option plans,restricted stock grants, 401(k)

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plans, group life insurance, hospitalization and surgical and majormedical coverages, sick leave, employee stock purchase plans, car allowances,vacations and holidays, long-term disability, and such other benefits as are ormay be made available from time to time to senior executives of theCompany.  For purposes of this Section4(c), the term “the Company” shall also include POAMI.”

## (b)           Section 5(a)(D) of the Employment Agreementis hereby amended and restated in its entirety to read as follows:

“(D)        Executive’srights with respect to all outstanding stock options, stock appreciation rightsand other equity based awards (“Awards”) in connection with any termination ofemployment, including a Qualifying Termination, shall be governed exclusivelyby the terms of the Protection One, Inc. 2004 Stock Option Plan, the ProtectionOne, Inc. Stock Appreciation Rights Plan and the grant and option agreements providedthereunder (provided, for the avoidance of doubt, that this Section 5(a)(D)shall not be construed to affect or modify the application of Section 6 of thisAgreement).”

# 3.             GOVERNING LAW;VALIDITY.  THE INTERPRETATION,CONSTRUCTION AND PERFORMANCE OF THIS FIRST AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OFDELAWARE WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS.  THE INVALIDITY OR UNENFORCEABILITY OF ANYPROVISION OF THIS FIRST AMENDMENT SHALL NOT AFFECT THE VALIDITY ORENFORCEABILITY OF ANY OTHER PROVISION OF THIS FIRST AMENDMENT, WHICH OTHERPROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

# 4.             Full force andeffect of Employment Agreement. Except as specifically modified herein, all other provisions of theEmployment Agreement shall remain in full force and effect in accordance withits terms.  All references in theEmployment Agreement to “this Agreement” shall be deemed to refer to theEmployment Agreement as amended by this First Amendment.

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IN WITNESS WHEREOF, eachof the Company and Protection One Alarm Monitoring, Inc. has caused thisAgreement to be executed by a duly authorized representative of the Company andProtection One Alarm Monitoring, Inc. and Executive has executed this Agreementas of the day and year first above written.
|        | PROTECTION ONE, INC.                  |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   |   | /s/ Richard Ginsburg |   |   |
|   |                                  | Name: Richard Ginsburg |   |
|   |                                  | Title: President and CEO |   |
|   |                                  |   |   |
|   |                                  |   |   |
|   | PROTECTION ONE ALARM MONITORING, INC. |
|   |                                  |   |   |   |
|   |                                  |   |   |   |
|   | By:                                   |   | /s/ Richard Ginsburg |   |   |
|   |                                  | Name: Richard Ginsburg |   |
|   |                                  | Title: President and CEO |   |
|   |                                  |   |   |   |
|   |                                  |   |   |   |
|   |                                  |   | /s/ Joseph R. Sanchez |   |   |
|   |                                  | Joseph R. Sanchez |   |   |
|        |                                       |  |  |  |  |  |  |  |  |  |

 

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