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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This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person except (a) to Quadrangle Group LLC (the “Sponsor”), rating agencies (as to the Term Sheet only), the Target (as to the Commitment Letter only) and your and their respective affiliates, directors, officers, employees, agents, attorneys, accountants and advisors who are directly involved in the consideration of this matter, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, rule or regulation (including filings with the SEC and other regulatory authorities) (in which case you agree to inform us promptly thereof) or (c) with our consent, not to be unreasonably withheld; provided, that the Term Sheet and/or any of the terms or substance thereof may be disclosed to prospective Lenders in connection with the Facilities.

BSCL hereby notifies the Sponsor, the Borrower and the Target that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), it, and each Lender, may be required to obtain, verify and record information that identifies the Sponsor, the Borrower and the Target, which information includes the name and address of the Sponsor, the Borrower and the Target and other information that will allow BSCL and each Lender to identify the Sponsor, the Borrower and the Target in accordance with the Act.  This notice is given in accordance with the requirements of the Act and is effective for BSCL and each Lender.

The compensation, reimbursement, indemnification and confidentiality provisions contained herein and all the provisions contained in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or BSCL’s commitment hereunder; provided, that your obligations under this Commitment Letter, other than those arising under the fourth, fifth, ninth and fourteenth paragraphs hereof and those arising under the provisions of the Fee Letter, shall automatically terminate and be superseded by the provisions of the definitive documentation relating to the Facilities upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York.  You hereby irrevocably submit to the exclusive jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, or any appellate courts from any thereof, for the purpose of any suit, action or other proceeding arising out of this Commitment Letter, the Fee Letter, or any of the agreements or transactions contemplated hereby, which is brought by or against you and you (i) hereby irrevocably agree that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court and (ii) hereby agree not to commence any action, suit or proceeding relating to this Commitment Letter, the Fee Letter, or any such other agreements or transactions other than in such court except to the extent mandated by applicable law.  You hereby waive any objection that you may now or hereafter have to the venue of any such suit, action or proceeding in any such court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same.  You hereby acknowledge that you have been advised by counsel in the negotiation, execution and delivery of this Commitment Letter, the Fee Letter,

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and the other agreements and transactions contemplated hereby, that no Commitment Party has any fiduciary relationship with or fiduciary duty to you or any other person arising out of or in connection with this Commitment Letter, the Fee Letter or any of the other agreements or transactions contemplated hereby and that no Commitment Party has been retained to advise or has advised you or any other person regarding the wisdom, prudence or advisability of entering into or consummating the Transaction.  EACH OF YOU AND WE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER OR ANY OF THE OTHER AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

Each of BSCL and Bear Stearns may have economic interests that conflict with those of Holdings, the Borrower and the Target.  You acknowledge that the transactions contemplated by this Commitment Letter and the Fee Letter are arms-length commercial transactions and that each of BSCL and Bear Stearns is acting as principal and in its own best interests.  Holdings and the Borrower are relying on their own experts and advisors to determine whether the transactions contemplated by this Commitment Letter and the Fee Letter are in their best interests.  You agree that each of BSCL and Bear Stearns will act under this Commitment Letter and the Fee Letter as an independent contractor and that nothing in this Commitment Letter, the Fee Letter, the nature of our services, or in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between BSCL and Bear Stearns on the one hand and Holdings, the Borrower and the Target, their shareholders or their affiliates on the other hand.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Fee Letter by returning to us executed counterparts hereof and of the Term Sheet and Fee Letter not later than 11:59 p.m., New York City time, on December 18, 2006.  The commitments and agreements of the Commitment Parties herein will automatically expire upon the earlier to occur of (i) December 18, 2006 in the event we have not received such executed counterparts in accordance with the immediately preceding sentence, (ii) upon termination of the Merger Agreement or (iii) at 12:00 noon, New York City time, on May 31, 2007 (the “Closing Deadline”) if the Closing Date has not yet occurred.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,

Accepted and agreed to

as of the date first

written above by:

Annex A

Indemnification Provisions

Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Commitment Letter dated December 17, 2006 (the “Commitment Letter”) from Bear, Stearns & Co. Inc. and Bear Stearns Corporate Lending Inc. to Protection One Alarm Monitoring, Inc. and Protection One, Inc. (each, an “Indemnifying Party”), of which these Indemnification Provisions form an integral part.

To the fullest extent permitted by applicable law, each Indemnifying Party agrees that it will indemnify and hold harmless each of the Indemnified Persons from and against any and all losses, claims, damages, obligations, penalties, judgments, awards and liabilities relating to any and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, proceeding or investigation (whether or not in connection with litigation in which any of the Indemnified Persons is a party) and including, without limitation, any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, and costs, expenses and disbursements, resulting from any negligent act or omission of any of the Indemnified Persons), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with (i) the Transaction, (ii) the Commitment Letter, the Fee Letter or the Facilities, or (iii) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions in, any information memorandum or any other information furnished by any Indemnifying Party or any of its subsidiaries or affiliates to any of the Indemnified Persons or any other person in connection with the Transaction, the Commitment Letter, the Fee Letter or the Facilities; provided, however, that as to any Indemnified Person, such indemnity agreement and expense reimbursement obligation shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from (A) the gross negligence or willful misconduct of such Indemnified Person (or its officers, directors or employees acting within the scope of their duties) or  (B) claims brought solely by one Indemnified Person  against another.

These Indemnification Provisions shall be in addition to any liability which any Indemnifying Party may have to the Indemnified Persons.

If any action, suit, proceeding or investigation is commenced, as to which any of the Indemnified Persons proposes to demand indemnification, it shall notify the Indemnifying Parties with reasonable promptness, provided, however, that any failure by any of the Indemnified Persons to so notify the Indemnifying Parties shall not relieve any Indemnifying Party from its obligations hereunder.  Bear Stearns, on behalf of the Indemnified Persons, shall have the right to retain counsel of its choice to represent the Indemnified Persons, and each Indemnifying Party agrees to pay the fees, expenses and disbursement of such counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Parties and any counsel designated by the Indemnifying Parties; provided, that

Annex A-1

the Indemnifying Parties shall only be responsible for the fees and expenses of one such counsel (in addition to any local and special counsel deemed appropriate by the Indemnified Persons) except to the extent that there is any actual or perceived conflict among the Indemnified Persons.  Each Indemnifying Party shall be liable for any settlement of any claim against any of the Indemnified Persons made with its written consent, which consent shall not be unreasonably withheld.  Without the prior written consent of Bear Stearns, no Indemnifying Party shall settle or compromise any such claim, or permit a default or consent to the entry of any judgment in respect thereof.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these Indemnification Provisions is made but is found by a judgment of a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provided for indemnification in such case, then the Indemnifying Parties, on the one hand, and the Indemnified Persons, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which the Indemnified Persons may be subject in accordance with the relative benefits received by the Indemnifying Parties, on the one hand, and the Indemnified Persons, on the other hand, and also the relative fault of the Indemnifying Parties, on the one hand, and the Indemnified Persons, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered.  No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any other person who is not also found liable for such fraudulent misrepresentation.  Notwithstanding the foregoing, none of the Indemnified Persons shall be obligated to contribute any amount hereunder that exceeds the amount of fees previously received by such Indemnified Person pursuant to the Commitment Letter and the Fee Letter.

Neither the expiration or termination of BSCL’s commitments under the Commitment Letter nor the funding or repayment of the loans under the Facilities shall affect these Indemnification Provisions which shall remain operative and in full force and effect.  All obligations and liabilities of the Indemnifying Parties under these Indemnification Provisions shall be in all respects joint and several.

Annex A-2

Exhibit A

CREDIT FACILITIES

Summary of Terms and Conditions

December 17, 2006

Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Commitment Letter dated December 17, 2006 (the “Commitment Letter”) from Bear, Stearns & Co. Inc. and Bear Stearns Corporate Lending Inc. to Protection One Alarm Monitoring, Inc. and Protection One, Inc., of which this Summary of Terms and Conditions forms an integral part.

(1) Note that this amount will be reduced on a dollar-for-dollar basis for any prepayments under the Existing Credit Facilities made prior to the Closing Date.

Exhibit A-1

Exhibit A-2

Exhibit A-3

Exhibit A-4

Exhibit A-5

Exhibit A-6

Exhibit A-7

Exhibit A-8

Exhibit A-9

Exhibit A-10

Annex I

Interest and Certain Fees

Annex I-1

Annex I-2

Exhibit B

The availability of the Facilities and the effectiveness of the Amended Credit Agreement shall be subject to the satisfaction of the following conditions.  Capitalized terms used but not defined herein have the meanings given in the Commitment Letter dated December 17, 2006 (the “Commitment Letter”) from Bear, Stearns & Co. Inc. and Bear Stearns Corporate Lending Inc. to Protection One Alarm Monitoring, Inc. and Protection One, Inc.

(a)           A lock-up agreement (the “Lock-Up Agreement”) in form and substance satisfactory to the Lead Arranger (it being understood and agreed that the draft Lock-Up Agreement dated December 17, 2006 is acceptable to the Lead Arranger) shall have been executed by the holders of not less than 85% of the outstanding Target Notes and no material provision thereof shall have been amended, waived, withdrawn, rescinded or otherwise modified in a manner materially adverse to the Lenders without the prior written consent of the Lead Arranger, not to be unreasonably withheld, and the Noteholder Consent (together with the consent of the requisite holders of Target Notes to remove all restrictive covenants contained in any remaining Target Notes) and the note exchange contemplated thereby shall have been consummated prior to or concurrently with the consummation of the Acquisition, and the Acquisition shall be consummated concurrently with the effectiveness of the Amended Credit Agreement or documentation governing the Replacement Facilities, as the case may be, pursuant to the Merger Agreement and the Amended Credit Agreement or documentation governing the Replacement Facilities, as the case may be, in form and substance reasonably satisfactory to the Lead Arranger (the “Transaction Documentation”) (it being understood and agreed that the draft Merger Agreement dated December 17, 2006 is acceptable to the Lead Arranger), and no material provision thereof shall have been amended, waived or otherwise modified in a manner materially adverse to the Lenders without the prior written consent of the Lead Arranger, not to be unreasonably withheld.

(b)           The capital and ownership structure of Holdings, the Borrower, the Target and their respective subsidiaries after giving effect to the Transaction shall be as described in the Commitment Letter or otherwise reasonably satisfactory to the Lead Arranger.

(c)           All governmental and third party approvals (i) required in the Merger Agreement, and (ii) necessary in connection with the financing contemplated hereby (including stockholder approvals, if any) shall have been obtained and be in full force and effect or (in the case of clause (i)) waived in accordance with the Merger Agreement; provided no such waiver that would be materially adverse to the Lenders shall be permitted without the prior written consent of the Lead Arranger, not to be unreasonably withheld.

(d)           The priority of the security interests and related creditor rights between the Facilities and the Second Lien Notes shall be as set forth in an intercreditor agreement (the

Exhibit B-1

(e)           The Lead Arranger shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.

(f)            The Lead Arranger shall have received (1) (i) audited consolidated financial statements of each of Holdings, the Target and their respective subsidiaries for the 2003, 2004 and 2005 fiscal years and, if available, the 2006 fiscal year, including balance sheets and income and cash flow statements and related notes thereto, and (ii) unaudited interim consolidated financial statements of each of Holdings, the Target and their respective subsidiaries for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and (2) consolidating pro forma balance sheets (as of the date of the most recent consolidated quarterly balance sheet delivered pursuant to clause (1)(ii) of this paragraph) and income statements (for the most recent twelve-month period for which quarterly income statements have been delivered pursuant to clause (1)(ii) of this paragraph) of Holdings and its subsidiaries, giving effect to the Transaction and the financings contemplated hereby as if such transaction had occurred (x) on such date, in the case of the balance sheets, and (y) at the beginning of such period, in the case of the income statements.

(g)           The Administrative Agent shall have received the results of a recent lien search in each relevant jurisdiction with respect to each of Holdings, the Borrower, the Target and each of their respective subsidiaries, and such search shall reveal no liens on any of the assets of Holdings, the Borrower, the Target or their respective subsidiaries, except for liens in favor of the Lenders, liens permitted by the Amended Credit Agreement or documentation governing the Replacement Facilities, as the case may be (it being understood that certain liens that are not material will be permitted), or liens to be discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.

(h)           The Lead Arranger shall have received a solvency certificate of the chief financial officer of Holdings which shall document the solvency of Holdings and its subsidiaries, including the Target, taken as a whole, after giving effect to the Refinancing and the other transactions contemplated hereby.

(i)            The Lead Arrangers shall have received such legal opinions (including opinions (i) from counsel to the Borrower and its subsidiaries and (ii) from such special and local counsel as may be reasonably required by the Administrative Agent), documents and other instruments as are customary for transactions of this type or as they may reasonably request.

(j)            All documents and instruments required to perfect the first priority security interest (subject to permitted liens), or desirable in the reasonable discretion of the Administrative Agent to reaffirm such first priority security interest, of the Administrative Agent in the Collateral (including delivery of capital stock certificates and undated stock powers executed in blank) shall have been executed (if applicable) and be in proper form for filing, and, in connection with the real estate Collateral for which a mortgage is being executed, the Administrative Agent shall have received satisfactory title insurance policies, surveys and

Exhibit B-2

other customary documentation; provided that this condition shall be deemed to have been satisfied to the extent that the Borrower has used commercially reasonable efforts to deliver the foregoing and has succeeded in doing so with regard to assets of the Borrower and the Target other than certain assets that are not material.

Exhibit B-3