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                                                                  Exhibit 10.23

                                  June 20, 2003


INTEGRATED ALARM SERVICES GROUP, INC.
One Capital Center
99 Pine Street
3rd Floor
Albany, NY   12207

         Re: Proposed Terms and Conditions to Secured Line of Credit

Dear Tim:

We are pleased to advise you that, subject to the terms and conditions more
specifically described below, LASALLE BANK NATIONAL ASSOCIATION ("LaSalle" and,
in such capacity, the "Agent") has approved the request of INTEGRATED ALARM
SERVICES GROUP, INC. (hereinafter the "Borrower") for a revolving loan facility
of up to Eighty Million Dollars ($80,000,000.00) for the purposes set forth
below. Said revolving loan facility will be subject to the following terms and
conditions:

Borrower:         Integrated Alarm Services Group, Inc. (the "Company" or the
                  "Borrower").

Agent:            LaSalle Bank N.A. ("LaSalle" and, in such capacity, the
                  "Agent").

Banks:            The Agent and a syndicate of banks, financial institutions and
                  other accredited investors arranged by LaSalle in consultation
                  with the Borrower (the "Banks").

Facility:         $80 million senior secured revolving credit facility (the
                  "Facility") which will be a syndicated facility with LaSalle
                  as Agent.

                  LaSalle, as Agent, has committed to $25 million of the
                  above-mentioned credit facility and will attempt to arrange
                  the remainder on a best efforts basis.

Purpose:          The Facility will be made available to the Borrower to provide
                  financing:

                  (i)      For acquisitions of security alarm companies and
                           pools of security alarm contracts and the related
                           subscribers,

                  (ii)     Funding loans to security alarm dealers secured by
                           the dealers' subscriber alarm contracts,

                  (iii)    For acquisitions of wholesale security alarm
                           companies and the related subscribers,

                  (iv)     To refinance existing debt, and

                  (v)      For general corporate purposes.


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Availability:     The Maximum Availability ("Maximum Availability") shall be
                  based on Eligible RMR. During the Pre Systems Conversion
                  Period, Maximum Availability will be the lesser of $20.0
                  million or 15x Eligible RMR.

                  Note: All references in this letter to Pre Systems Conversion,
                  Pre Systems Conversion Period, Post Systems Conversion or Post
                  Systems Conversion Period shall have the meanings ascribed to
                  such terms in the Credit Agreement.

                  Upon completion of a successful systems conversion and a
                  satisfactory field exam, the advance rate on Eligible RMR will
                  increase as detailed below and will be determined by the Net
                  Attrition Rate based on a rolling annualized six-month
                  calculation.

                  --------------------------------------------------------------
                    Net Attrition                       Maximum Advance Multiple
                  --------------------------------------------------------------
                   (less than) 8.0%                                20x
                  --------------------------------------------------------------
                   (greater than or equal to) 8.0% 10.0%           19x
                  --------------------------------------------------------------
                   (greater than or equal to) 10.0% 12.0%          19x
                  --------------------------------------------------------------

                  Eligible RMR will exclude the following:

                  o    RMR with Beacon Scores below 625 or RMR with less
                       than 12 months of payment history

                  o    Accounts not monitored with the Borrower

                  o    Wholesale accounts

                  o    Stand alone service agreements

                  o    Accounts with balances more than 90 days past invoice
                       date

Interest
Rates and
Calculations:     At the option of the Borrower, interest on all loans under the
                  Facility shall accrue at the following rates:

                        Pre System Conversion
                        ---------------------
                        LIBOR + 4.00%
                        Prime + 2.50%

                        Post System Conversion*
                        -----------------------
                        LIBOR + 3.50%
                        Prime + 2.00%

                  *     Post system conversion pricing will commence upon the
                        successful system conversion, a satisfactory field exam
                        and full compliance with the credit agreement.

                  LIBOR: The London Interbank Offered Rate ("LIBOR") as set
                  forth on the Dow Jones Market Page 3750 (or any successor
                  page) for deposits in dollars for one, two, or three month
                  periods ("Interest Periods") as offered at 11:00 a.m. London
                  time three (3) business days prior to the borrowing date,
                  adjusted for statutory reserve requirements.


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                  Base Rate: The higher of (a) the rate publicly announced from
                  time to time by LaSalle as its "prime rate" and (b) the
                  Federal Funds Rate plus 0.5% per annum.

                  Calculations: All calculations of interest and fees shall be
                  made on the basis of a 360-day year and actual days elapsed.
                  Interest shall be payable monthly in arrears on Base Rate
                  loans and on the last day of each Interest Period in the case
                  of LIBOR loans.

Minimum Draws:    Minimum drawdown amounts of $100,000 for Base Rate
                  advances and $1.0 million for LIBOR advances. No more than
                  seven (7) LIBOR contracts may be outstanding at any one time.

Unused Fee:       An unused fee of 50 basis points per annum payable on the
                  daily unutilized portion of the Facility. Such fee will be
                  payable quarterly in arrears on the last business day of each
                  fiscal quarter.

Agent, Arranger,
Upfront and
Annual Agency
Fees:             Such additional fees payable to Agent and the Arrangers as
                  specified in the Fee Letter.

Default Rate:     At the request of the Required Banks at any time when
                  the Borrower is in default, all loans shall bear interest at
                  3% above the rate otherwise applicable thereto. Overdue
                  interest, fees and other amounts shall (to the extent
                  permitted by applicable law) bear interest at 3% above the
                  rate applicable to Base Rate loans.

Repayment:        Loans outstanding under the Facility shall be repaid in full
                  on the fifth anniversary of the closing date. Interest only
                  for three years. At the end of the third year, availability
                  and correspondingly outstandings under the facility shall
                  decline by 1x RMR per quarter until maturity outstandings
                  under the Facility.

Voluntary
Prepayments
and Commitment
Reductions:       The Borrower may prepay amounts outstanding under the Facility
                  in whole or in part (in minimum amounts to be agreed upon),
                  with prior notice but without premium or penalty but subject
                  to payment of costs associated with breakfunding on LIBOR
                  loans. The Borrower may reduce commitments under the Facility
                  upon advance notice and in minimum amounts to be agreed upon.

Permitted
Acquisitions:     The Borrower may use the Facility for acquisitions, after
                  written notice to but without the consent of the Banks, under
                  the following limited circumstances:

                  o        Acquisitions of assets that consist of subscriber
                           contracts made in the ordinary course of business.

                  o        Acquisitions by the borrower of assets that consist
                           of customer contracts made in the ordinary course of
                           business as long as the purchase price for any one
                           transaction is less than $5.0 million and the total
                           of such transactions is less than $15.0 million per
                           fiscal year.


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                  o        All acquisitions will be subject to Borrowing Base
                           availability with the Borrowing Base calculated on a
                           pro forma basis, giving effect for the acquired RMR.

                  o        Upon completion of the acquisition, the Borrower will
                           be in pro forma compliance with all Loan Covenants.

                  Any acquisition which satisfies the forgoing conditions shall
                  be referred to as a "Permitted Acquisition". Approval of the
                  Agent will be required for any acquisition that does not
                  satisfy the above conditions and such approval shall not be
                  unreasonably withheld.

Security:         The Facility shall be secured by a first priority perfected
                  security interest in substantially all of the tangible and
                  intangible property (real, personal, or otherwise) of the
                  Borrower and any existing or future subsidiaries, including,
                  but not limited to, leasehold mortgage interests on the
                  existing and future central station locations and an
                  assignment of Borrower's interest in the subscriber monitoring
                  accounts. In addition, the Facility shall be secured by a
                  pledge of 100% of each of its subsidiaries or the subsidiaries
                  of any parent of Borrower.


Guarantors:       The Facility will be guaranteed, on a joint and several basis,
                  by any parent company of Borrower and by all existing and
                  future direct and indirect subsidiaries of the Borrower or its
                  parent. Each such guarantee shall be unlimited in nature.

Initial
Conditions:       The availability of the Facility shall be
                  conditioned upon the completion and/or
                  satisfaction of the following conditions:

                  (a)      A successful initial public offering of Borrower's
                           common stock with minimum net proceeds of $115
                           million.

                  (b)      Repayment of existing debt as set forth in the S-1
                           dated June 20, 2003 with net proceeds from the IPO.

                  (c)      The successful consolidation of financing trusts.

                  (d)      Successful negotiation and documentation of an
                           Intercreditor Agreement.

                  (e)      The Agent shall have received all fees required to be
                           paid, and all expenses for which invoices have been
                           presented, on or before the closing date.

                  (f)      All governmental and third party approvals necessary
                           in connection with the Acquisition, the financing
                           contemplated hereby and the continuing operations of
                           the Borrower and its subsidiaries shall have been
                           obtained on terms reasonably satisfactory to the
                           Agent and shall be in full force and effect, and all
                           applicable waiting periods shall have expired without
                           any action being taken or threatened by any competent
                           authority which would restrain, prevent or otherwise
                           impose adverse conditions on the acquisitions or the
                           financing thereof, except for such governmental and
                           third party approvals the failure to obtain which
                           could not, individually or in the aggregate,
                           reasonably be expected to have a material adverse
                           effect on the condition (financial or otherwise),
                           business, assets, liabilities, properties, results of
                           operations or prospects of the Borrower and its
                           subsidiaries taken as a whole.

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                  (g)      The Agent shall have received the results of a recent
                           lien search in each relevant jurisdiction with
                           respect to the Borrower and its subsidiaries, and
                           such search shall reveal no liens on any of the
                           assets of the Borrower and its subsidiaries except
                           for liens arising from security interests granted in
                           connection with loans described in any existing
                           credit agreements which must be terminated at close.

                  (h)      All documents and instruments required to perfect the
                           Agent's security interest in the collateral under the
                           Facility shall have been executed and be in proper
                           form for filing, and, in connection with real estate
                           collateral, the Agent shall have received title
                           insurance policies, surveys, permits and other
                           customary documentation, including leasehold
                           mortgages and landlord waivers related to current and
                           future central stations, to the extent reasonably
                           determined to be required by the Agent.

                  (i)      The Agent shall be reasonably satisfied with the
                           insurance program to be maintained by the Borrower
                           and its subsidiaries.

                  (j)      The Borrower shall not be in breach or violation of
                           any of its obligations.

                  (k)      The Agent shall have received such legal opinions
                           (including opinions from counsel to the Borrower and
                           its subsidiaries), and documents and other
                           instruments as are customary for transactions of this
                           type or as the Agent may reasonably request.

                  (l)      The receipt by the Agent and the Banks of five years
                           of projected income statements, balance sheets and
                           cash flow statements prepared by the Borrower and
                           giving effect to the Facility and the use of proceeds
                           therefrom, in form and substance satisfactory to the
                           Banks.

                  (m)      The Establishment of Key Man insurance on Tim McGinn
                           and Tom Few for a minimum of $2.0 million each
                           throughout the term of the Facility and the
                           assignment of each such Key Man insurance policy to
                           the Banks.

                  (n)      Establishment of non-compete/non-solicitation
                           agreement with Key Management satisfactory to the
                           Agent.

                  (o)      All legal (including tax implications) and regulatory
                           matters shall be satisfactory to the Agent and the
                           Banks.


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                  (p)      No default or unmatured default shall exist on the
                           funding date, and there shall not have occurred as of
                           the funding date any material adverse change in the
                           business, condition (financial or otherwise),
                           operations, performance, properties or prospects of
                           the Borrower.

                  (q)      The Agent shall have determined that there is an
                           absence of any material adverse change or disruption
                           in primary or secondary loan syndication markets,
                           financial markets, or capital markets generally.

On-Going
Conditions:       The making of each extension of credit shall be conditioned
                  upon (1) the accuracy of all representations and warranties in
                  the credit agreement and the other loan documents (including,
                  without limitation, the material adverse change and litigation
                  representations) and (2) there being no default or event of
                  default in existence at the time of, or after giving effect to
                  the making of, such extension of credit. As used herein,
                  "material adverse change" shall have the meaning ascribed to
                  such term in the credit agreement.

Representations
& Warranties:     Those representations and warranties customarily
                  found in credit agreements for transactions of this nature,
                  including without limitation financial statements, absence of
                  undisclosed liabilities, enforceability of loan documents,
                  investment company act, accuracy of disclosure, due
                  organization and authorization, no conflict, required
                  approvals, ownership of properties, no material adverse
                  change, no violation of Regulation T, U or X, payment of
                  taxes, pension and welfare plans, solvency, no material
                  litigation, intellectual property, absence of default, labor
                  matters and environmental matters.

Affirmative
Covenants:        Those affirmative covenants customarily found in credit
                  agreements for transactions of this nature, including without
                  limitation financial information (audited annual financial
                  statements with unqualified opinion, monthly financial
                  statements, monthly compliance certificates, monthly borrowing
                  base certificates (and with each acquisition), management
                  reports, and SEC filings), corporate existence, employee
                  plans, notice of default, environmental matters, litigation,
                  payment of taxes and obligations, financial projections,
                  compliance with laws, modification of agreements, maintenance
                  of property, insurance, inspection and further assurances.

                  o        Successful system conversion within six months of the
                           IPO;
                  o        Monthly Financial Statements;
                  o        Monthly Compliance Certificate;
                  o        Monthly Borrowing Base Certificate if the excess
                           availability exceeds 2.5% of total outstanding loans;
                           Monthly Borrowing Base Certificate is required with
                           each acquisition; Borrowing base is required per draw
                           if excess availability falls below 2.5%;
                  o        Monthly Attrition Report;
                  o        Monthly RMR Rollforward
                  o        Monthly Accounts Receivable Aging Summary Report;
                  o        Monthly cash collections report, detailing service
                           and monitoring revenue collected during the period;
                  o        Annual Audited Financial Statements


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                  o        Field Exams six months from the date of the IPO and
                           at least annually thereafter, or more frequently at
                           the Bank's discretion. All reasonable expenses
                           relating to such Field Audits shall be paid by the
                           Borrower.

Negative
Covenants:        Those negative covenants customarily found in credit
                  agreements for transactions of this nature, including without
                  limitation lines of business, additional indebtedness, liens,
                  encumbrances, guarantees, investments, cancellation of
                  indebtedness, restricted payments, modification of
                  subordinated debt instruments, capital expenditures, leases,
                  consolidations, mergers and acquisitions, sale of assets,
                  subsidiary dividends, transactions with affiliates and
                  management fees.

Interest Rate
Protection:       Within 60 days from the funding date, the Borrower shall have
                  entered into interest rate hedging agreements with LaSalle on
                  at least 50% of the outstanding amount of the Facility for a
                  term expiring no earlier than three years after the closing
                  date in a manner satisfactory to the Agent. The Borrower shall
                  maintain with LaSalle interest rate hedging on 50% of its debt
                  for the term of the Facility .

Financial
Covenants:        The Borrower shall observe, according to generally accepted
                  accounting principles and on a consolidated basis, the
                  following financial covenants, calculated monthly:

                        o       Minimum Fixed Charge Ratio of 2.0x

                        o       Maximum Net Attrition Rate as follows:

                                    Month        Calculation Period       Level
                                    -----        ------------------       -----
                                      3         3 months annualized        15%
                                      4         4 months annualized        14%
                                      5         5 months annualized        13%
                                  Thereafter    6 months annualized        12%

                        o       Maximum Leverage
                                    Pre Conversion Period 15x
                                    Post Conversion Period based on Maximum
                                    Availability Grid

                        o       Minimum Net Worth based on IPO proceeds

Cash Management:  All subscriber payments shall be collected through
                  lockbox. Lockbox and operating accounts to be held at LaSalle.

Events of
Default:          Those events of default customarily found in credit agreements
                  for transactions of this nature, including without limitation
                  failure to make payment when due, defaults under other
                  agreements or indebtedness, noncompliance with covenants,
                  breach of representation or warranty, bankruptcy, judgments in
                  excess of specific amounts, pension plan defaults, impairment
                  of security interests, invalidity of any guarantee, security
                  interest or subordination provision, change of control,
                  material adverse change.


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Participations
& Assignments:    Each Bank may at any time sell assignments in the
                  Facility to eligible financial institutions or commercial
                  banks (to be eligible, the potential participant or assignee
                  must have a minimum of $1.0 billion in assets) in minimum
                  amounts of $5 million subject to the consent of the Agent, the
                  assignor Bank and (so long as no event of default has occurred
                  and is continuing) the Borrower (which shall not be
                  unreasonably withheld or delayed). Each Bank may sell
                  participations in all or any part of the Facility, provided
                  such participants shall only have voting rights with respect
                  to certain specific terms such as (1) a decrease in fees,
                  interest rate spreads or principal, (2) an increase in
                  commitments if the participant's commitment is increased, (3)
                  an extension of the date of final maturity or (4) any release
                  of a guarantor (except as permitted by the credit agreement)
                  or of all or substantially all of the collateral. Upon the
                  consummation of an assignment, the assigning Bank shall pay an
                  administrative fee of $3,500 to the Agent.

Expenses and
Arrangement
Fee               The Borrower shall pay all reasonable costs and expenses of
                  the Agent associated with the Facilities, including without
                  limitation the reasonable fees and expenses of attorneys
                  engaged by the Agent regardless of whether the Facility is
                  consummated. The Borrower shall pay all costs and expenses,
                  including without limitation attorney's fees and expenses,
                  incurred at any time by the Agent and/or any Bank in enforcing
                  the credit agreement or any loan document. In addition, the
                  Borrower shall pay to Agent an Arrangement Fee pursuant to the
                  terms and conditions of the Fee Letter.

Indemnification:  The Borrower shall indemnify the Agent, the Banks and their
                  respective directors, officers, employees from and against all
                  losses, liabilities, claims, damages or expenses relating to
                  the Facility and the Borrower's use of the Facility, including
                  without limitation reasonable attorney's fees and settlement
                  costs, except to the extent that such losses, liabilities,
                  claims, damages or expenses are incurred by reason of the
                  gross negligence or willful misconduct of the applicable
                  indemnified person. Further, Borrower hereby agrees to assert
                  no claim against the Agent, the Banks and their respective
                  directors, officers and employees on any theory of liability,
                  for special, indirect, consequential or punitive damages.

Governing Law &
Jurisdiction:     The credit agreement and other loan documents will be governed
                  by Illinois law. The Borrower will submit to the non-exclusive
                  jurisdiction and venue of the federal and state courts of the
                  State of Illinois and will waive any right to trial by jury.


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This letter does not constitute a commitment by the Agent to provide (itself or
through any of its respective affiliates) any part of the Facility in excess of
$25 million, and the Agent hereby advises Borrower that it cannot represent that
a commitment by another lender or lenders can be or will be delivered.
Notwithstanding the foregoing, we look forward to successfully completing, with
your help, on a timely basis, placing the entire facility. The Borrower will
only show this letter to or discuss its contents with the Borrower's employees
and agents who have a need to know this information. Officers, directors,
employees and agents of each of the Banks, the Agent and their respective
affiliates shall at all times have the right to share information received from
the Borrower and its affiliates and their respective officers, directors,
employees and agents.

The Borrower shall make available to the Banks all information concerning the
business, assets, operations and financial condition of the Borrower which the
Banks reasonably request in connection with the performance of their obligations
hereunder; and the Borrower shall actively participate in, and cause the
management of the Borrower to actively participate in, both the preparation of
an information package regarding the operations and prospects of the Borrower as
well as the presentation thereof to prospective lenders.

This letter may not be amended or modified except in writing and shall be
governed by, and construed in accordance with, the internal laws (and not the
law of conflicts) of the State of Illinois. The Banks' and the Agent's
obligations under this letter are enforceable solely by the party signing this
letter and may not be relied upon by any other person.

Please indicate the Borrower's acceptance of this offer of engagement in the
space indicated below and return a copy of this letter so executed to the Agent.
This offer will expire at 5 p.m. on September 30, 2003.

Thank you for the opportunity to arrange this financing, and we look forward to
a timely and successful closing of this transaction.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as a Bank and as Agent



                                             -----------------------------------
                                             Name:
                                                   -----------------------------
                                             Its:
                                                 -------------------------------

THIS COMMITMENT IS HEREBY
ACCEPTED THIS _____ DAY OF JUNE, 2003


INTEGRATED ALARM SERVICES, GROUP, INC.,
as Borrower


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Name:
     ------------------------------
Its:
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