EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) made as of the 1 ^st day of March, 2003 and amended and restated as of the 22 ^nd day of November, 2006, by and between INTEGRATED ALARM SERVICES GROUP, INC. , a Delaware corporation, having an office at One Capital Center, 99 Pine Street, Albany, New York 12207 (hereinafter referred to as “Employer”) and Michael T. Moscinski , an individual residing at 63 Old Red Mill Road, Rensselaer, New York 12144 (hereinafter referred to as “Employee”);

WHEREAS , Employer desires to employ Employee as the Chief Financial Officer of Employer; and

WHEREAS , Employee is willing to be employed as the Chief Financial Officer of Employer in the manner provided for herein, and to perform the duties of the Chief Financial Officer of Employer upon the terms and conditions herein set forth;

NOW , THEREFORE , in consideration of the promises and mutual covenants herein set forth it is agreed as follows:

1.    Employment of Chief Financial Officer of Employer . Employer hereby employs Employee as Chief Financial Officer.

2.    Term .

a.    Except as otherwise provided herein, Employer shall employ Employee for a period of thirty-six (36) months commencing on March 1, 2003 (the "Term"). The Term of this Agreement shall be automatically extended for additional one (1) year periods, unless either party notifies the other in writing at least ninety (90) days prior to the expiration of the then existing Term of its intention not to extend the Term. Notwithstanding the forgoing sentence, the period of the automatic one (1) year extension that began on March 1, 2006 and that would otherwise end on March 1, 2007 shall be extended for an additional period ending on November 1, 2008. Thereafter, the Term shall be automatically extended for additional one (1) year periods, unless either party notifies the other as provided in this Section 2. During the Term, Employee shall devote substantially all of his business time and efforts to Employer and its subsidiaries and affiliates.

3.    Duties . The Employee shall perform those functions generally performed by persons of such title and position, shall attend all meetings of the stockholders and the Board, shall perform any and all related duties and shall have any and all powers as may be prescribed by resolution of the Board, and shall be available to confer and consult with and advise the officers and directors of Employer at such times that may be required by Employer. Employee shall report directly to the Employer’s Chief Executive Officer.

4.    Compensation .

a.   (i) Employee shall be paid a minimum of $160,000 per year during the Term. Employee shall be paid periodically in accordance with the policies of the Employer during the Term, but not less than monthly.

        ( ii)    Employee is eligible for an annual bonus, if any, which will be determined and paid in accordance with policies set from time to time by the Board.

                       b.    Employer shall include Employee in its health insurance program available to Employer’s executive officers and shall pay 100% of the premiums for such program.

c.    Employee shall have the right to participate in any other employee benefit plans established by Employer.

d.    (i) In the event of a “Change of Control” whereby:

(A)    A person (other than a person who is an officer or a director of Employer on the effective date hereof), including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or obtains the right to become, the beneficial owner of Employer securities having 51% or more of the combined voting power of then outstanding securities of the Employer that may be cast for the election of directors of the Employer;

(B)    at any time, a majority of the Board-nominated slate of candidates for the Board is not elected;

(C)    Employer consummates a merger in which it is not the surviving entity;

(D)    substantially all Employer’s assets are sold; or

(E)    Employer’s stockholders approve the dissolution or liquidation of Employer; then

(ii)   (A) All stock options and warrants, including any restricted shares, (“Rights”) granted by Employer to Employee under any plan or otherwise prior to the effective date of the Change of Control, shall become vested, accelerate and become immediately exercisable, and

                                   (B)    if at any time within two years of the said Change of Control, Employee is not retained by Employer or the surviving entity, as applicable, under terms and conditions substantially similar to those herein, or if Employee’s duties require Employee to move to a location not acceptable to Employee, then in addition, Employee shall be eligible to receive a one time cash bonus, equal on an after-tax basis to two times his average compensation for the three previous fiscal years. Such compensation shall include salary, bonus, and any other compensation pursuant hereto. Such bonus shall be paid within thirty (30) days of the change of Employee’s employment conditions. Employer shall have no further obligation to compensate Employee under this Agreement or any other severance or salary continuation arrangement of Employer.

5.    Expenses . Employee shall be reimbursed for all of his actual out-of-pocket expenses incurred in the performance of his duties hereunder, provided such expenses are acceptable to Employer, which approval shall not be unreasonably withheld, for business related travel and entertainment expenses, and that Employee shall submit to Employer reasonably detailed receipts with respect thereto.

6.    Paid Time Off . Employee shall be entitled to receive 22 vacation days and four sick/personal days (which shall be referred to together as "paid time off"), commencing in the first year of this Agreement, after each year of employment upon dates agreed upon by Employer. The extent to which unused paid time off from one year shall be carried forward to any later year shall be governed by Employer’s paid time off policy in effect from time to time. Upon separation of employment, for any reason, paid time off accrued and not used shall be paid in accordance with Employer’s paid time off policy then in effect and the determination of the amount of paid time off accrued and not used shall be made by the Employer in its sole discretion pursuant to such policy.

7.    Secrecy . At no time shall Employee disclose to anyone any confidential or secret information (not already constituting information available to the public) concerning the internal affairs, business operations, and trade secrets of Employer.

8.    Covenant Not to Compete .

(a)    Subject to, and limited by, Section 9(b)(iii), Employee will not, at any time, during the term of this Agreement, and for two (2) years thereafter, either directly or indirectly, engage in, with or for any enterprise, institution, whether or not for profit, business, or company, competitive with the business (as identified herein) of Employer as such business may be conducted on the date thereof, as a creditor, guarantor, or financial backer, stockholder, director, offic