POI ACQUISITION I, INC.

Exhibit 10.2

September 20, 2004

Protection One, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
Attn:		Xxxxxx X. Xxxxx
		Executive Vice President and Chief Financial Officer

Dear Xx. Xxxxx:

1. We refer to the: (a) Equity Standstill Agreement, dated as of February 17, 2004 (the “Agreement”), by and between Protection One, Inc. (“POI”) and POI Acquisition I, Inc. (“POI Acquisition”); (b) letter from POI Acquisition to POI, dated May 17, 2004, amending the term of the Agreement; (c) letter from POI Acquisition to POI, dated May 24, 2004, further amending the term of the Agreement; (d) letter from POI Acquisition to POI, dated May 28, 2004, further amending the term of the Agreement; (e) letter from POI Acquisition to POI, dated June 28, 2004, further amending the term of the Agreement; (f) letter from POI Acquisition to POI, dated July 26, 2004, further amending the term of the Agreement; and (g) letter from POI Acquisition to POI, dated August 23, 2004, further amending the term of the Agreement (the “Sixth Letter Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

2. Pursuant to section 2.02 of the Agreement, the Agreement shall terminate and be of no further force and effect on the Specified Date (which currently, under clause (i) of section 2.02 of the Agreement, as amended by the Sixth Letter Agreement, is 11:59 p.m. prevailing Eastern Time on September 20, 2004). By this letter agreement and at your request, we hereby agree to further amend the definition of the Specified Date to mean the earlier of: (i) 11:59 p.m. prevailing Eastern time on the date that is 224 days after the Effective Time (the “Outside Date”) (the period beginning with the Effective Time and continuing through and including the Outside Date, the “Outside Standstill Period”); or (ii) the occurrence of any Equity Standstill Termination Event. We also hereby agree that the Outside Standstill Period shall be automatically extended three (3) consecutive times by seven (7) day periods (and the definition of Outside Date shall be further amended accordingly), without any further action required to be taken by either party hereto, unless POI Acquisition delivers written notice of non-extension to POI pursuant to Paragraph 4 of this letter agreement on September 24, 2004, October 1, 2004 or October 8, 2004. Under no circumstance shall the Outside Standstill Period exceed 245 days pursuant to the terms of this letter agreement. Except as otherwise provided herein, the Agreement shall remain in full force and effect subject to the terms and provisions thereof.

3. Notwithstanding anything to the contrary contained herein, in the event that POI Acquisition delivers written notice of termination to POI pursuant to Paragraph 4 of this letter agreement, this letter agreement and the Outside Standstill Period shall terminate effective as of two business days following the date of receipt of such written notice by POI.

4. Any written notice to be given pursuant to this letter agreement by POI Acquisition shall be sufficiently given if sent by overnight delivery service or by facsimile transmission, with receipt confirmed, as follows:

Protection One, Inc.
0000 X. Xxxx Xxxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx, 00000
Attn: J. Xxxx Xxxxxxx, General Counsel
Facsimile: (000) 000-0000

with a copy to:

Xxxxxxxx & Xxxxx LLP
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxx
Facsimile: (000) 000-0000

* * * *

This letter agreement may be executed in counterparts. Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter agreement enclosed herewith.

Very truly yours,

POI ACQUISITION I, INC.


By:	/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President

Agreed as of the date first written above:

PROTECTION ONE, INC.


By:	/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President

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POI ACQUISITION I, INC.

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