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                                                                   EXHIBIT 10.12

                         Integrated Alarm Services, Inc.


                             SECURED PROMISSORY NOTE



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT"), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,
ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.


$_____________                                                February ____2002







FOR VALUE RECEIVED, INTEGRATED ALARM SERVICES, INC., a Delaware corporation
("Company"), with its principal office at Capital Center, 5th Floor, 99 Pine
Street, Albany, New York 12207, promises to pay to the order of _______________
____________________________ residing at ________________________________
("Ho1der"), or registered assigns, upon the first to occur of (i) the five year
anniversary of the date hereof ("Maturity Date"), or (ii) the prepayment or call
of this Note by the Company as set forth herein (the "Redemption Date"), the
principal amount of _________________________ dollars ($____________), in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public or private debts, together with
interest on the unpaid balance of said principal amount from time to time
outstanding at the rate of twelve (12%) percent per annum without compounding
payable on the Maturity Date or Redemption Date, if redeemed by the Company;
provided, however, that if this Note is not paid in full, or redeemed, on
or before the Maturity Date, interest shall accrue on the outstanding principal
of and, to the extent permitted by law, interest on the Note from the Maturity
Date up to and including the date of payment at a rate equal to the lesser of
fifteen percent (15%) per annum or the maximum interest rate allowed under
applicable law. Interest only at the aforesaid rate of twelve (12%) percent per
annum will be paid in monthly installments on the first business day of each
month to and including the Maturity Date or Redemption Date, if redeemed by the
Company. This Note shall be paid pro rata with certain additional notes of like
tenor (which, together with this Note, are in the aggregate principal amount of
up to $___________ (collectively, the "Notes")) being issued simultaneously
herewith. Payments of principal and interest are to be made at the address of
the Holder designated above or at such other place as the Holder shall have
notified the Company in writing at least ten (10) days before such payment is
due.

         This Note is issued pursuant to an offering made by the Company through
a confidential private placement memorandum dated January 30, 2002 (the
"Memorandum"), a confidential purchase questionnaire ("Questionnaire") and a
subscription agreement entered into between the Company and the Holder (the
"Subscription Agreement"). This Note is secured by certain collateral more
specifically described in the Security Agreement entered into by the Company for
the benefit of the Holder and other Note Holders ("Security Agreement"). Each of
the foregoing documents are available for inspection at the Company's principal
office. Reference herein to the Memorandum, the Subscription Agreement, the
Questionnaire and the Security Agreement shall in no way impair the absolute and
unconditional obligation of the Company to pay both principal and interest
hereon as provided herein.

         The rights and remedies of the Holder hereunder are subject to the
terms and conditions of the Security Agreement with respect to the appointment
of Miller, Gesko & Company, Inc., as agent ("Agent") for


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the Holder thereunder and hereunder to exercise the powers delegated to it
thereunder, including, without limitation, powers with respect to the
enforceability and collectibility of all amounts due hereunder. Reference to the
Security Agreement is made for a complete description of the rights, powers and
obligations of the Agent, including the Agent's duty to act in certain
circumstances at the direction of the "Required Lenders," as such term is
defined in Section 5(g) thereof.

         1. Events of Default. (a) Upon the occurrence of any of the following
events (herein called "Events of Default"):

                  (i) The Company shall fail to pay the principal of or interest
         on this Note pursuant to the terms of this Note;

                  (ii) (A) The Company shall commence any proceeding or other
         action relating to it in bankruptcy or seek reorganization,
         arrangement, readjustment of its debts, receivership, dissolution,
         liquidation, winding-up, composition or any other relief under any
         bankruptcy law, or under any other insolvency, reorganization,
         liquidation, dissolution, arrangement, composition, readjustment of
         debt or any other similar act or law, of any jurisdiction, domestic or
         foreign, now or hereafter existing; or (B) the Company shall admit the
         material allegations of any petition or pleading in connection with any
         such proceeding; or (C) the Company shall apply for, or consent or
         acquiesce to, the appointment of a receiver, conservator, trustee or
         similar officer for it or for all or a substantial part of its
         property; or (D) the Company shall make a general assignment for the
         benefit of creditors;

                  (iii) (A) The commencement of any proceedings or the taking of
         any other action against the Company in bankruptcy or seeking
         reorganization, arrangement, readjustment of its debts, liquidation,
         dissolution, arrangement, composition, or any other relief under any
         bankruptcy law or any other similar act or law of any jurisdiction,
         domestic or foreign, now or hereafter existing and the continuance of
         any of such events for forty-five (45) days undismissed, unbonded or
         undischarged; or (B) the appointment of a receiver, conservator,
         trustee or similar officer for the Company for any of its property and
         the continuance of any of such events for forty-five (45) days
         undismissed, unbonded or undischarged; or (C) the issuance of a warrant
         of attachment, execution or similar process against any of the property
         of the Company and the continuance of such event for forty-five (45)
         days undismissed, unbonded and undischarged;

                  (iv) An "Event of Default" (as defined in the Security
         Agreement) shall have occurred under the Security Agreement, after
         giving effect to any applicable notice provisions and cure periods set
         forth in the Security Agreement;

                  (v) Any breach of any of the Company's representations or
         warranties contained in the Subscription Agreement or the Security
         Agreement; or

                  (vi) The Company shall fail to perform any obligation of the
         Company contained in the Subscription Agreement or the Security
         Agreement, after giving effect to any applicable notice provisions and
         cure periods.

then, and in any such event, the Agent shall at the request, or may with the
consent of, the Required Lenders, at its option and without written notice to
the Company, declare the entire principal amount of this Note then outstanding
together with accrued unpaid interest thereon immediately due and payable, and
the same shall


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forthwith become immediately due and payable without presentment, demand,
protest, or other notice of any kind, all of which are expressly waived. The
Events of Default listed herein are solely for the purpose of protecting the
interests of the Holder of this Note. If the Note is not paid in full upon
acceleration, as required above, interest shall accrue on the outstanding
principal of and interest on this Note from the date of the Event of Default up
to and including the date of payment at a rate equal to the lesser of fifteen
(15%) percent per annum or the maximum interest rate permitted by applicable
law.

                  (b) Non-Waiver and Other Remedies. No course of dealing or
         delay on the part of the Holder of this Note in exercising any right
         hereunder shall operate as a waiver or otherwise prejudice the right of
         the Holder of this Note. No remedy conferred hereby shall be exclusive
         of any other remedy referred to herein or now or hereafter available at
         law, in equity, by statute or otherwise.

                  (c) Collection Costs; Attorney's Fees. In the event this Note
         is turned over to an attorney for collection, or Holder or Agent
         otherwise seeks advice of an attorney in connection with the exercise
         or enforcement of Holder's rights hereunder, the Company agrees to pay
         all reasonable costs of collection, including reasonable attorney's
         fees and expenses and all out-of-pocket expenses incurred by the Agent
         in connection with such collection efforts, which amounts may, at the
         Holder's option, be added to the principal hereof.

         2. Obligation to Pay Principal and Interest; Covenants. No provision of
this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
place, at the respective times, at the rates, and in the currency herein
prescribed.

         3. Affirmative Covenants. The Company covenants and agrees that, while
this Note is outstanding, it shall:

                  (a) Pay and discharge all taxes, assessments and governmental
         charges or levies imposed upon it or upon its income and profits, or
         upon any properties belonging to it before the same shall be in
         default; provided, however, that the Company shall not be required to
         pay any such tax, assessment, charge or levy which is being contested
         in good faith by proper proceedings and adequate reserves for the
         accrual of same are maintained if required by generally accepted
         accounting principles;

                  (b) Preserve its corporate existence and continue to engage in
         business of the same general type as conducted as of the date hereof;

                  (c) Comply in all respects with all statutes, laws,
         ordinances, orders, judgments, decrees, injunctions, rules,
         regulations, permits, licenses, authorizations and requirements
         ("Requirement(s)") of all governmental bodies, departments,
         commissions, boards, companies or associates insuring the premises,
         courts, authorities, officials, or officers, which are applicable to
         the Company or its property; except wherein the failure to comply would
         not have a material adverse effect on the Company or its property;
         provided that nothing contained herein shall prevent the Company from
         contesting the validity or the application of any Requirements.

         4. Call of Notes by Company. The Company may call this Note for
repayment at any time. Any call of the Notes by the Company will be in
increments of one million dollars or more (the "Call Amount"). If the Company
calls this Note for repayment: (a) during the first 12 months from the date of
issuance, the Company will pay the Holder 103% of the principal amount of this
Note as set forth in the first page hereof, plus


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all accrued and unpaid interest, (b) during the 13th to 24th month from the date
of issuance, the Company will pay the Holder 102% of the principal amount of
this Note as set forth in the first page hereof, plus all accrued and unpaid
interest, or (c) at any time after the 24th month from the date of issuance
until the Maturity Date, the Company will pay the Holder 101% of the principal
amount of this Note as set forth in the first page hereof, plus all accrued and
unpaid interest. Notice of the call shall be given not later than the tenth day
before the date fixed for such call. Participation in each call will initially
be at the option of each Holder. In the event a sufficient number of Holders
elect to participate in any call and the principal amount due to such Holders
equals or exceeds the Call Amount, the Company shall have the discretion to
determine which Holders will participate in any such call. The Company intends
to determine such participation through an unbiased lottery format. In the event
that a sufficient number of Holders do not elect to participate in any call, the
Company will effect the call upon all Holders on a pro rata basis.

         5. Required Consent. The Company may not modify any of the terms of
this Note without the prior written consent of the Holder or the Agent.

         6. Lost Documents. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Note or any Note
exchanged for it, and (in the case of loss, theft or destruction) of indemnity
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such Note,
if mutilated, the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid principal amount and dated as of the original date of
the Note.

          7. Miscellaneous.

                  7.1. Benefit. This Note shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, successors and
assigns.

                  7.2. Notices and Addresses. All notices, offers, acceptances
and any other acts under this Note (except payment) shall be in writing, and
shall be sufficiently given if delivered to the addressee in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:


          To Holder:            To Holder's address on page 1 of this Note

          With a copy to:       Miller, Gesko & Company, Inc.
                                600 Main Seneca Building
                                237 Main Street
                                Buffalo, New York 14203

          To The Company:       Integrated Alarm Services, Inc.
                                Capital Center, 5th Floor
                                99 Pine Street
                                Albany, New York 12207
                                Telephone Number: (518) 449-5131
                                Facsimile Number: (518) 449-4864


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          With a copy to:       Gersten, Savage, Kaplowitz, Wolf & Marcus LLP
                                101 East 52nd Street, 9th Floor
                                New York, New York 10022
                                Attention: Arthur S. Marcus, Esq.
                                Telephone number: (212) 752-9700
                                Facsimile number: (212) 980-5192

or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or five (5) business days after mailing.

                  (a) Governing Law. This Note and any dispute, disagreement, or
         issue of construction or interpretation arising hereunder whether
         relating to its execution, its validity, the obligations provided
         therein or performance shall be governed and interpreted according to
         the law of the State of New York and agrees that service of process
         upon it mailed by certified mail to its address shall be deemed in
         every respect effective service of process upon it in any such suit,
         action or proceeding.

                  (b) Jurisdiction and Venue. The Company (i) agrees that any
         legal suit, action or proceeding arising out of or relating to this
         Note shall be instituted exclusively in New York State Supreme Court,
         County of Albany or in the United States District Court for the
         Northern District of New York, (ii) waives any objection to the venue
         of any such suit, action or proceeding and the right to assert that
         such forum is not a convenient forum, and (iii) irrevocably consents to
         the jurisdiction of the New York State Supreme Court, County of Albany,
         and the United States District Court for the Northern District of New
         York in any such suit, action or proceeding, and the Company further
         agrees to accept and acknowledge service of any and all process which
         may be served in any such suit, action or proceeding in New York State
         Supreme Court, County of Albany, or in the United States District Court
         for the Northern District of New York and agrees that service of
         process upon it mailed by certified mail to its address shall be deemed
         in every respect effective service of process upon it in any such suit,
         action or proceeding.

                  (c) Section Headings. Section headings herein have been
         inserted for reference only and shall not be deemed to limit or
         otherwise affect, in any matter, or be deemed to interpret in whole or
         in part any of the terms or provisions of this Note.

                  (d) Survival of Representations, Warranties and Agreements.
         The representations, warranties and agreements contained herein shall
         survive the delivery of this Note.

         IN WITNESS WHEREOF, this Note has been executed and delivered on the
date specified above by the duly authorized representative of the Company.



                         Integrated Alarm Services, Inc.


                         By: _______________________________
                         Name:
                         Title:



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