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                                                                   EXHIBIT 10.52


                            SUBLEASE AMENDMENT NO. 2

This Amendment No. 2 is to Sublease dated May 1, 1995, as amended by Amendment
No. 1 dated March 11, 1998, between ARTHUR A. RIEDEL, dba THE CELTIC INVESTMENT
CO., as Lessor and WORLD SECURITY SERVICES CORP., as Lessee. Lessor and Lessee
are jointly referred herein as the "parties".

         NOW THEREFORE, the parties agree, good and sufficient consideration
having been given and received:

         1.  This Sublease Amendment shall be in effect ONLY upon the assumption
             of the Sublease by Security Associates International, Inc.

         2.  This Sublease Amendment is effective as of October 1, 1998
             ("Effective Date"), and the new base year anniversary date is
             amended to be October 1, 1998.

         3.  Paragraph 3 of the Sublease, Rental, is amended by the
             substitutions of the following as of the Effective Date:


                 Rental: During the remaining Term of this Sublease, Lessee
                 shall pay Lessor Three Thousand Eight Hundred Twelve and 50/100
                 Dollars ($3,812.50) per month beginning with the Effective
                 Date, exclusive of the provisions in Paragraph 8, and with the
                 same sum due on the first day of each month thereafter. The
                 revised rental is based upon 3,300 square feet of finished
                 office area at the annual rate of $13.50 per square foot per
                 annum, and 150 square feet of storage area at $8.00 per square
                 foot per annum.


                 The monthly rentals due shall be paid at Lessor's offices: 4511
                 N. Channel Avenue; Portland, Oregon; 97217 (or such other
                 address as Lessor may designate in writing).

         4.  Paragraph 6 of the Sublease, as amended, alterations and
             improvements, is amended by the substitution of the following as of
             the effective date:


                Alterations and Improvements to Prepare Subleased Premises for
                Occupancy by the Lessee: As part consideration for Lessor
                granting to Lessee this expansion opportunity, Lessee shall at
                its own cost and expense, make and complete all interior
                improvements and alterations in accordance with plans and
                specifications prepared by Lessee and approved and initialized
                by the parties hereto.

         5.  A new Paragraph 41 is added as follows:

                41. Opportunity to Expand. Provided Lessee is not then in
                default under this Sublease, Lessee shall have the right to
                Sublease Suite 4599 of approximately 5,725 square feet as shown
                on the attached Exhibit "A" until August 1, 1999, and such
                expansion option shall terminate on August 1, 1999 (the
                "Exercise Period"). This right to Sublease will be behind
                Freightliner Corporation unless the right of Freightliner is
                waived, which waiver of right has been requested by Lessor on
                August 25, 1998. Such option shall be exercised by written
                notice on or before the termination date. That is, the "Exercise
                Notice", from Lessee to Lessor must be given within the Exercise
                Period. In the event Lessee shall give Lessor Exercise Notice,
                the monthly rent applicable to the Option Space shall be its
                fair market rental value as of the date of the Exercise Notice.
                Such fair market rental value shall be determined by Lessor in
                good faith, based upon the then fair market value of comparable
                premises in the building and comparable buildings in the general
                vicinity. Lessee shall have the right to review Lessor's
                calculations of fair market value. Lessee shall have the right,
                within ten (10) days after receipt of such notice, to withdraw
                its Exercise Notice, in which case this option right shall be of
                no further force and effect and Lessor shall have the right to
                sublease the Option Space to others. If no such withdrawal
                notice is in its existing condition, any and all costs and
                expenses incurred in the improvement of the first right of
                refusal space shall be borne by Lessee. Any and all plans and
                specifications for proposed construction work in the first right
                of refusal space shall be first approved by Lessor in accordance
                with Article 6 hereof, and any such construction work shall be
                performed by a contractor approved by Lessor.


All other terms, conditions and provisions of the Sublease, as amended, not
expressly amended herein, shall remain in full force and effect.


Dated this 25th day of August, 1998.




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WORLD SECURITY SERVICES CORP.


By:


Title:              President
"LESSEE"


A.A. RIEDEL, dba THE CELTIC INVESTMENT CO.


By:


Title:              Agent for Celtic
"LESSOR"