CREDIT FACILITIES COMMITMENT LETTER

Exhibit 10.3

Execution Copy

 December 17, 2006

Credit Facilities
Commitment Letter

Protection One, Inc.
Protection One Alarm Monitoring, Inc.
818 S. Kansas Avenue
Topeka, KS 66612
Attention:  Mr. Darius Nevin, Chief Financial Officer

Ladies and Gentlemen:

You have advised Bear, Stearns & Co. Inc. (“ Bear Stearns ”) and Bear Stearns Corporate Lending Inc. (“ BSCL ” and, together with Bear Stearns, the “ Commitment Parties ”) that Protection One, Inc. (“ Holdings ”) intends to acquire (the “ Acquisition ”) through Tara Acquisition Corp., a direct wholly-owned subsidiary formed for the purpose of accomplishing the Acquisition (“Merger Co.”), all of the issued and outstanding capital stock of Integrated Alarm Services Group Inc., a Delaware corporation (the “ Target ”) through an issuance of equity issued by Holdings to the shareholders of the Target on the terms set forth in the Merger Agreement, as defined below (the “ Equity ”).  You have further advised us that in order to consummate the Acquisition, the Target intends to seek the consent of the requisite holders of its existing 12% Senior Secured Notes due 2011 (the “ Target Notes ”) to the consummation of the Acquisition and the exchange of the Target Notes for a new issuance of 12% second lien notes of the Borrower (the “ Second Lien Notes ”) with maturity after the maturity of the Term Loans (the “ Noteholder Consent ”) and that, upon consummation of the Acquisition, the Target will be a wholly-owned subsidiary of Holdings, and Protection One Alarm Monitoring, Inc. (the “Borrower”) will have received the consent of the requisite lenders under its existing credit agreement, dated as of April 26, 2006 (the “ Existing Credit Agreement ”), to (a) the consummation of the Acquisition, (b) the assumption by the Borrower of any Target Notes not exchanged for Second Lien Notes (which remaining Target Notes, if any, shall have been amended to remove all restrictive covenants and security interests required therein), (c) the issuance by the Borrower of the Second Lien Notes in exchange for the Target Notes, (d) include the right to solicit commitments for a pre-approved incremental term loan facility in an amount not to exceed $10 million on the terms and conditions described in the Term Sheet (as defined below)  under the caption “Incremental Credit Facility” (the “ Incremental Term Loan Facility ”), and (e) certain other changes to be mutually agreed (including, but not limited to the guarantee of the facilities and the granting of security in favor of the facilities by the Target and each of its domestic subsidiaries, and the adjustment of financial and negative covenants in order to reflect the increased size of the Borrower, pro forma projections and activities of the Target) ((the “ Credit Agreement Amendment ” and the

Credit Agreement, after such amendment, the “ Amended Credit Agreement ”).  We understand that the Acquisition will be effected pursuant to an Agreement and Plan of Merger among Holdings, MergerCo, a wholly owned subsidiary of Holdings, and the Target (the “ Merger Agreement ”).  References herein to the “ Transaction ” shall include the Acquisition, the Noteholder Consent, the Credit Agreement Amendment, the payment of expenses on the Closing Date, the payment of related premiums, fees and expenses and all other transactions entered into and consummated in connection with the foregoing.

Bear Stearns is pleased to advise you that it is willing to act as exclusive advisor, sole lead arranger and sole bookrunner for the Facilities (as defined below) and, as such, Bear Stearns will use its commercially reasonable efforts to solicit the consents (the “ Required Consents ”) of the lenders under the Existing Credit Agreement (the “ Existing Lenders ”) required in connection with the approval of the Credit Agreement Amendment (it being understood that the payments of any fees or other amounts in connection therewith shall be for the account of the Borrower).  BSCL also is pleased to advise you that it is willing to act as administrative agent for the Facilities.  In addition, in the event that one or more Existing Lenders is not willing to approve the Credit Agreement Amendment (each, a “ Non-Consenting Lender ”), BSCL is pleased to advise you of its commitment (a) to (x) offer to acquire (and, if such offer is accepted, to acquire) by assignment on the Closing Date (as defined in the Term Sheet) at par (or at a premium to be agreed upon between you and the Commitment Parties; it being understood and agreed that any premium payable with respect to the Acquired Facilities (as defined below) will be for the account of the Borrower), and pursuant to customary documentation, commitments and/or loans of Non-Consenting Lenders, in each case to the extent necessary to obtain the Required Consents (any such commitments and/or loans so acquired by assignment, the “ Acquired Facilities ”) and to approve the Credit Agreement Amendment, and (y) subject to the terms and conditions set forth or referred to in this  commitment letter (the “ Commitment Letter ”) and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “ Term Sheet ”), to provide the full amount of the term loans comprising the Incremental Term Loan Facility concurrently with the closing of the Acquisition, or (b) if the Required Consents have not been obtained, to refinance 100.0% of the term and revolving facilities under the Existing Credit Agreement (the “ Existing Credit Facilities ”) and to provide the full amount of the term loans comprising the Incremental Term Loan Facility concurrently with the closing of such refinancing and the Acqusition, in each case substantially upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Term Sheet (the “ Replacement Facilities ”, such Replacement Facilities, or the Acquired Facilities and the term loans comprising the Incremental Term Loan Facility, as the case may be, the “ Facilities ”), which commitment is up to 100.0% of the Acquired Facilities and the Incremental Term Loan Facility (in the case of clause (a)) or 100% of the Replacement Facilities (in the case of clause (b)).

It is agreed that (i) Bear Stearns will act as exclusive advisor, sole lead arranger and sole bookrunner in respect of the Facilities, (ii) BSCL will act as sole and exclusive administrative agent in respect of the Facilities, and (iii) Bear Stearns and BSCL will, in their respective capacities, perform the duties and exercise the authority customarily performed and exercised by them in such roles.  You and we agree that, except as set forth above, no other agents, co-agents, lead arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and

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the Fee Letter referred to below) will be paid in connection with the Facilities, unless you and the Lead Arranger shall so agree.

Bear Stearns intends to syndicate the term loans comprising the Incremental Term Loan Facility, and, to the extent the Required Consents are not obtained, the Replacement Facilities or Acquired Facilities, as the case may be, to a group of financial institutions, commercial banks and non-bank entities (together with BSCL, the “ Lenders ”) identified by Bear Stearns in consultation with you.  You agree actively to assist Bear Stearns in completing a syndication reasonably satisfactory to it.  Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Target, (b) direct contact by the proposed Lenders with senior management and advisors of Holdings and the Borrower, to the extent practicable, and your using commercially reasonable efforts to cause direct contact with senior management and advisors of the Target, (c) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication, including assistance in causing such marketing materials to conform to market standards as reasonably determined by Bear Stearns in good faith, and (d) the hosting, with Bear Stearns, of one or more meetings of prospective Lenders and with rating agencies and, in connection with any such meeting, consulting with Bear Stearns with respect to the presentations to be made at such meeting, and making available appropriate officers and representatives of the Borrower to rehearse such presentations prior to such meetings, and your using commercially reasonable efforts to make available appropriate officers and representatives of the Target to rehearse such presentations prior to such meetings, as reasonably requested by Bear Stearns.  At the reasonable request of Bear Stearns, the Borrower agrees to assist in the preparation of a version of the information memorandum and other marketing materials referred to in clause (c) of the preceding sentence that do not contain material non-public information concerning the Borrower, the Target, their respective affiliates or their respective securities.

Bear Stearns will manage, in consultation with you, all aspects of the syndication of the Facilities, including decisions as to the selection of potential new Lenders to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the new Lenders and the amount and distribution of fees among the Lenders; provided that all new Lenders shall be subject to the approval of the Borrower, not to be unreasonably withheld.

You agree that, at your expense, you will work with Bear Stearns to confirm ratings for the Facilities by Moody’s Investors Service, Inc. (“ Moody’s ”) and Standard & Poor’s Ratings Group (“ S&P ”) prior to the commencement of the syndication efforts in respect of the Facilities.

To assist Bear Stearns in its syndication efforts, you agree promptly to provide to Bear Stearns all information in your and your advisors’ possession with respect to Holdings, the Borrower, the Target and the Transaction, including all financial information and projections (the “ Projections ”), as we may reasonably request in connection with the arrangement and syndication of the Facilities.  As a condition to each Commitment Party’s commitments and agreements hereunder, you hereby represent and covenant that (a) all factual information other than the Projections (the “ Information ”) that has been or will be made available to the Lead

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Arranger by you or any of your representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to Bear Stearns by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood that projections are inherently uncertain and that actual results may vary from such Projections and such variations may be material.  You understand that in arranging and syndicating the Facilities we may use and rely on the Information and the Projections without independent verification thereof.

As consideration for the commitments and agreements of the Commitment Parties hereunder you agree to pay the nonrefundable fees set forth in the Term Sheet and in the fee letter dated the date hereof and delivered herewith (the “ Fee Letter ”), as and when indicated therein, and to perform the obligations set forth in the Fee Letter, including those relating to changes in the pricing, amounts, terms and structure of the Facilities.

Each Commitment Party’s commitments and agreements hereunder are subject to (a) our satisfaction that there shall not have occurred or become known to us any fact, event, occurrence, change, development or circumstance since January 1, 2006 that has had or could reasonably be expected to have a material adverse effect on the business, financial condition, continuing results of operations, assets, rights, liabilities or properties of the Target and its subsidiaries, taken as a whole; provided , however , that any fact, event, occurrence, change, development or circumstance involving, arising out of, relating to or resulting from any of the following will be excluded for purposes of this clause (a):  (1) public announcements prior to the date hereof by the Target or any of its stockholders regarding the potential sale of or other potential strategic transactions involving the Target; (2) the existence or terms of the Merger Agreement, the transactions contemplated thereby or the announcement thereof; (3) changes or conditions affecting generally the industries in which the Target operates; (4) changes in U.S. or global economic, regulatory or political conditions generally; (5) changes in GAAP or in any laws or orders that apply generally to similarly situated persons; (6) any acts of terrorism, sabotage, military action or war, except, in the case of clauses (2), (3), (4), (5) and (6) above, to the extent such facts, events, occurrences, changes, developments or circumstances have a disproportionate adverse effect on the Target and its subsidiaries as compared to other persons engaged in the same industry, (b) our satisfaction that prior to and during the syndication of the Facilities there has been no offering, placement or arrangement of any debt securities or bank financing by Holdings, the Borrower, the Target or any of their respective subsidiaries that could disrupt or otherwise interfere with the orderly syndication of the Facilities, (c) the negotiation, execution and delivery on or before May 31, 2007 of definitive documentation with respect to the Facilities consistent with the Term Sheet or otherwise in form and substance reasonably satisfactory to such Commitment Party and its counsel, (d) there being a period of at least 25 days (which 25-day period shall in any event begin on or before May 5, 2007 so long as you have, prior to such time, complied with your agreements to assist us in syndication) between the commencement of the syndication process (the date of the meeting of the invited lenders) and the occurrence of the closing date of the Transaction, (e) your compliance in all material respects with your covenants and agreements contained in this Commitment Letter

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and the Fee Letter, and (f) the reasonable satisfaction or waiver by the Arranger of the other conditions set forth or referred to in the Term Sheet and the Fee Letter.

You agree (a) to indemnify and hold harmless each Commitment Party, its affiliates and its respective officers, directors, employees, attorneys, advisors, and agents (each, an “ Indemnified Person ”) as set forth in Annex A hereto and (b) to reimburse each Commitment Party and its affiliates on demand (but which reimbursement may be up to 10 business days following the termination of the Merger Agreement in the event the Closing Date does not occur and such demand is made following such termination) for all reasonable out-of-pocket expenses (including due diligence expenses, syndication expenses, consultant’s fees and expenses ( provided , that all consultants are subject to prior approval of Borrower), travel expenses, and reasonable fees, charges and disbursements of one counsel (together with any special or local counsel as the Commitment Parties deem appropriate), and all rating agency fees and expenses) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter and the definitive financing documentation).  No party to this Commitment Letter shall be liable to any other party to this Commitment Letter for any damages arising from the use by unauthorized persons of Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages on any theory of liability in connection with any act, omission, breach, occurrence or event relating in any respect to the Facilities or the Transaction.

You acknowledge that Bear Stearns and its affiliates (the term “Bear Stearns” as used in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services to other companies in respect of which you or the Target may have conflicting interests regarding the Transaction and otherwise.  Bear Stearns will not use confidential information obtained from you by virtue of the Transaction or its other relationships with you in connection with the performance by Bear Stearns of services for other companies, and Bear Stearns will not furnish any such information to other companies.  You also acknowledge that Bear Stearns has no obligation to use in connection with the Transaction, or to furnish to you, confidential information obtained from other companies.

This Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the signatory parties hereto and their permitted assigns and is not intended to confer any benefits upon, or create any rights in favor of the Target, any existing stockholder of the Target or any other person except the signatory parties hereto and the Indemnified Persons.  This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party.  This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Commitment Letter by facsimile transmission or electronic photocopy (i.e. “pdf”) shall be effective as delivery of a manually executed counterpart hereof.  This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

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