EMPLOYMENT AGREEMENT



         This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as

of the 6th day of August, 2001, by and between Security Associates

International, Inc., on behalf of itself and its subsidiaries and affiliates

(collectively, the "Employer"), and Ray Gross ("Executive"), and (solely for

purposes of Section 8 below) TJS Partners, L.P. ("TJS"). Certain capitalized

terms used herein are set forth in Section 20 below.



                                    RECITALS



         A. The Employer desires that Executive provide services for the benefit

of the Employer, and Executive desires to accept such employment with the

Employer, upon the terms and conditions set forth herein.



         B. The Employer and Executive acknowledge that Executive is, and will

continue to be, a member of the senior management team of the Employer.



         NOW, THEREFORE, in consideration of the above premises and the

following mutual covenants and conditions, the parties agree as follows:



         1. Employment. During the Employment Period (as defined below), the

Employer shall employ Executive (with Executive having the title of President

and Chief Executive Officer), and Executive hereby accepts such employment, in

each case on the terms and conditions set forth in this Agreement.



         2. Duties. Executive shall, during the Employment Period, have the

duties, responsibilities, powers and authority customarily associated with the

position of Chief Executive Officer or otherwise as designated from time to time

by the Board of Directors of the Employer (the "Board"), and Executive shall

report to, and follow the direction of, the Board. Executive shall diligently,

competently and faithfully perform all such duties and responsibilities and

shall devote substantial energy, attention and skill to the performance of such

duties and responsibilities and will use his best efforts to promote the

legitimate business interests of the Employer. During the Employment Period,

Executive shall work for the Employer in a full-time capacity. It shall not be

considered a violation of the foregoing for Executive to serve on corporate,

industry, religious, civic or charitable boards or committees, so long as such

activities do not significantly interfere with the performance of Executive's

duties and responsibilities as an employee of the Employer in accordance with

this Agreement or violate any of the provisions of Paragraph 5 below.



         3. Term of Employment. The term of the Executive's employment with the

Employer (the "Employment Period") shall commence on the date first set forth

above and extend until December 31, 2002 (subject to extension as set forth in

the immediately following sentence), unless earlier terminated as set forth in

Section 6 below. Provided that no termination as set forth in Section 6 below

(or any notice thereof) has been made prior to such time, the Employment Period

shall be extended automatically for successive periods of one (1) year each

(each, a "Renewal Term")









{PAGE}







on December 31, 2002 and at the end of any subsequent Renewal Term, unless the

Board provides Executive, or Executive provides the Board, with written notice

to the contrary at least thirty (30) days prior to December 31, 2002 or the end

of any Renewal Term, as the case may be. In connection with the expiration or

termination of the Employment Period for any reason, Executive agrees that he

shall execute and deliver to the Employer, and the Employer agrees that it shall

execute and deliver to Executive, a mutual release (in a form reasonably

acceptable to Executive and the Employer) of any and all claims that either then

has or in the future may have against the other (other than with respect to

post-Employment Period obligations under this Agreement) (the "Mutual Release").



         4. Compensation.





                  A.  Salary. During the Employment Period, the Employer shall

pay Executive an annual salary of $275,000 (the "Base Salary"), payable in

substantially equal periodic installments in accordance with the Employer's

payroll policy from time to time in effect. The Base Salary shall be subject to

any payroll or other deductions as may be required to be made pursuant to law,

government order, and by any other agreement with, or consent of, Executive.



                  B.  Signing Bonus. The Employer shall pay Executive, as a

signing bonus, an aggregate of $100,000 (the "Signing Bonus"), subject to any

payroll or other deductions as may be required to be made pursuant to law,

government order, and by any other agreement with, or consent of, Executive.

One-third of the Signing Bonus (i.e., $33,333.33) shall be paid on the date of

execution and delivery of this Agreement by the Employer and Executive, and

(provided that Executive is, on each of the following specified dates, then

employed by the Employer or no longer employed by the Employer solely as a

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