Exhibit
10.2


NOTES SECURITY AGREEMENT


THIS NOTES SECURITY AGREEMENT (this “Agreement”),
dated as of April 2, 2007, made by each of the signatories hereto as Debtors
(together with any other entity that may become a party hereto as provided
herein, the “Debtors”), in favor of Wells Fargo Bank, N.A., as
collateral trustee (in such capacity, the “Collateral Trustee”) for the
benefit of the Secured Parties (as defined below).


WITNESSETH:


WHEREAS, Protection One Alarm Monitoring, Inc. (“POAMI”),
Protection One, Inc. (“Holdings”), the Subsidiary Guarantors (as defined
in the Indenture (defined below)) and Wells Fargo Bank, N.A., a national
banking association, as trustee (in such capacity, the “Trustee”) have
entered into an Indenture dated as of April 2, 2007 (as it may be amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Indenture”), pursuant to which POAMI has authorized the issuance of its
12% Senior Secured Notes due 2011 (as such notes may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Notes”);


WHEREAS, pursuant to the Indenture, each Debtor (other
than the Company) has unconditionally and irrevocably guaranteed, jointly and
severally, to each holder of the Notes (the “Holders”) and to the
Trustee and its successors and assigns the full and punctual payment and
performance of the Guaranteed Obligations (as defined in the Indenture);


WHEREAS, pursuant to the Indenture, each Debtor is
entering into this Agreement in order to grant to the Collateral Trustee for
the ratable benefit of the Holders, the Collateral Trustee and the Trustee
(collectively, the “Secured Parties”) a security interest in the
Collateral (as defined below); and


WHEREAS, the Notes will be issued in reliance on each
Debtor’s execution and delivery of this Agreement to the Collateral Trustee;


NOW, THEREFORE, in consideration of premises and
mutual covenants contained in the Indenture and for other good valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each Debtor hereby agrees with the Collateral Trustee, for the benefit of the
Secured Parties, as follows:


1.             Definitions. When used
herein: (a) the terms Account, Account Debtor, Certificated Security, Chattel
Paper, Commercial Tort Claim, Deposit Account, Document, Electronic Chattel
Paper, Equipment, Financial Asset, Fixtures, General Intangibles, Goods,
Inventory, Instrument, Investment Property, Letter-of-Credit Rights, Money,
Payment Intangibles, Proceeds, Security, Security Entitlement, Supporting
Obligations and Uncertificated Security have the respective meanings assigned
thereto in the UCC (as defined below); (b) capitalized terms which are not
otherwise defined have the respective meanings assigned thereto in the
Indenture; and (c) the following terms have the following meanings (such
definitions to be applicable to both the singular and plural forms of such
terms):













Agent means Bear Stearns Corporate
Lending Inc. in its capacity as the “Agent” under the Credit Agreement,
together with any successors and permitted assigns.


Collateral shall have the meaning
assigned to such term in Section 2.


Computer Hardware means, with
respect to any Debtor, all of such Debtor’s rights (including rights as
licensee and lessee) with respect to computer and other electronic data
processing hardware, including all integrated computer systems, central
processing units, memory units, display terminals, printers, computer elements,
card readers, tape drives, hard and soft disk drives, cables, electrical supply
hardware, generators, power equalizers, accessories, peripheral devices and
other related computer hardware.


Computer Software means: (i) all
software programs designed for use on Computer Hardware, including all
operating system software, utilities and application programs in whatsoever
form (source code and object code in magnetic tape, disk or hard copy format or
any other listings whatsoever); (ii) any firmware associated with any of the
foregoing; and (iii) any documentation for Computer Hardware, and for software
and firmware described in clauses (i) and (ii) above, including flow charts,
logic diagrams, manuals, specifications, training materials, charts and pseudo
codes.


Copyright Licenses means any written
agreement naming the Company or any Guarantor as licensor or licensee granting
any right under any Copyright, including, without limitation, the grant of
rights to manufacture, distribute, exploit and sell materials derived from any
Copyright.


Credit Agreement means the Amended and Restated Credit Agreement dated
as of April 26, 2006, among Holdings, POAMI, the lenders party thereto, Bear,
Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Bear Stearns
and Lehman Brothers Inc., as initial joint lead arrangers and initial joint
bookrunners, Lehman Commercial Paper Inc., as syndication agent, Harris Nesbitt
Financing, Inc., LaSalle Bank, N.A., and U.S. Bank National Association,
together as co-documentation agents, and Agent, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.


Event of Default means the
occurrence of any Event of Default under Section 6.01 of the Indenture.


Excluded Assets means (i) the
collective reference to any property to the extent that and for as long as such
grant of a security interest (A) is prohibited by any Requirement of Law
(as defined in the Credit Agreement), (B) requires a filing with or
consent from any Governmental Authority (as defined in the Credit Agreement)
pursuant to any Requirement of Law that has not been made or obtained, or
(C) constitutes a breach or default under or results in the termination
of, or requires any consent not obtained under, any lease, license or
agreement, except to the extent that such Requirement of Law or provisions of
any such lease, license or agreement is ineffective under applicable law or
would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the New
York UCC to prevent the attachment of the security interest granted hereunder;
provided, that the security interest granted hereby (A) shall attach
at all times to all Proceeds of such property, (B) shall attach to such
property immediately and automatically (without need for any further grant or
act) at such time as the condition described in clause (i) ceases to
exist and 



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(C) to the extent
severable shall in any event attach to all rights in respect of such property
that are not subject to the condition described in clause (i) and (ii) any
Foreign Subsidiary Voting Stock excluded from the definition of “Pledged
Collateral” (each as defined in the Pledge Agreement).


Intangible Assets means any
contract, General Intangible, Copyright License, Patent License or Trademark
License.


Intellectual Property means all
past, present and future: (i) trade secrets and other proprietary information;
(ii) trademarks, service marks, business names, Internet domain names, designs,
logos, trade dress, slogans, indicia and other source and/or business
identifiers, and the goodwill of the business relating thereto and all
registrations or applications for registrations which have heretofore been or
may hereafter be issued thereon throughout the world; (iii) copyrights
(including copyrights for computer programs and software) and copyright
registrations or applications for registrations which have heretofore been or
may hereafter be issued throughout the world and all tangible property
embodying the copyrights; (iv) unpatented inventions (whether or not
patentable); (v) patent applications and patents; (vi) industrial designs,
industrial design applications and registered industrial designs; (vii) license
agreements related to any of the foregoing and income therefrom; (viii) books,
records, writings, computer tapes or disks, flow diagrams, specification
sheets, source codes, object codes and other physical manifestations,
embodiments or incorporations of any of the foregoing; (ix) the right to sue
for all past, present and future infringements of any of the foregoing; and (x)
all common law and other rights throughout the world in and to all of the
foregoing.


Loan Documents has the meaning
ascribed thereto in the Credit Agreement.


Organizational I.D. Number means, if
applicable with respect to any Debtor, the organizational identification number
assigned to such Debtor by the applicable governmental unit or agency of the
jurisdiction of organization for such Debtor.


Patent License means all agreements,
whether written or oral, providing for the grant by or to any Debtor of any
right to manufacture, use or sell any invention covered in whole or in part by
the Company.


Receivable means any right to a
monetary payment for goods which have been sold, leased, licensed, assigned or
otherwise disposed of, or for services which have been rendered, whether or not
such right is evidenced by an Instrument or Chattel Paper and whether or not it
has been earned by performance (including, without limitation, any Account).


Trademark License means any
agreement, whether written or oral, providing for the grant by or to any Debtor
of any right to use any Trademark.


Type of Organization means, with
respect to any Debtor, the legal nature (i.e., kind or type of entity) of such
Debtor (e.g., such as a corporation or limited liability company).


UCC means the Uniform Commercial
Code as in effect in the State of New York on the date of this Agreement, as
may be amended or modified from time to time; provided that, as used 



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in Section 7
hereof, “UCC” shall mean the Uniform Commercial Code as in effect from
time to time in any applicable jurisdiction.


2.             Grant of Security Interest.  As security for the payment of all Note
Obligations, each Debtor hereby grants to the Collateral Trustee for the
benefit of the Secured Parties a lien on and security interest in, and right of
set-off against, and acknowledges and agrees that the Collateral Trustee has
and shall continue to have for the benefit of the Secured Parties, a continuing
lien on and security interest in, and right of set-off against, all right,
title, and interest, whether now owned or existing or hereafter created,
acquired or arising, in and to all of the following property of such Debtor
(all being collectively referred to herein as the “Collateral”):


(a)           Accounts;


(b)           Certificated
Securities;


(c)           Chattel Paper,
including Electronic Chattel Paper;


(d)           Computer Hardware
and Computer Software and all rights with respect thereto, including any and
all licenses, options, warranties, service contracts, program services, test
rights, maintenance rights, support rights, improvement rights, renewal rights
and indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing;


(e)           Commercial Tort
Claims, as listed in Schedule 2(e) or in the notice to the Collateral Trustee
in the form of Attachment 1 to Schedule 2(e);


(f)            Deposit Accounts;


(g)           Documents;


(h)           Financial Assets;


(i)            General
Intangibles;


(j)            Goods (including
all of its Equipment, Fixtures and Inventory), and all embedded software,
accessions, additions, attachments, improvements, substitutions and
replacements thereto and therefor;


(k)           Instruments;


(l)            Intellectual
Property;


(m)          Investment Property;


(n)           Letter-of-Credit
Rights;


(o)           Money;


(p)           Security
Entitlements;



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(q)           Supporting
Obligations;


(r)            Uncertificated
Securities;


(s)           To the extent not included in the foregoing, all other personal
property of any kind or description;


(t)            Any of the above
property of such Debtor and any interest therein, of any kind or description
now held by the Collateral Trustee (or a bailee therefor) or at any time hereafter
transferred or delivered to, or coming into the possession, custody or control
of, the Collateral Trustee (or a bailee therefor), or any agent or affiliate of
the Collateral Trustee (or a bailee therefor), whether expressly as collateral
security or for any other purpose (whether for safekeeping, custody, collection
or otherwise), and all dividends and distributions on or other rights in
connection with any such property; and


(u)           All books, records,
writings, data bases, information and other property relating to, used or
useful in connection with, or evidencing, embodying, incorporating or referring
to any of the foregoing, and all Proceeds, products, offspring, rents, issues,
profits and returns of and from any of the foregoing.


Notwithstanding any other provision of this Agreement,
(a) the Collateral shall not include, and this Section 2 shall not grant any
security interest in, any property or asset to the extent that, and for so long
as, it constitutes an Excluded Asset and (b) in the event that Rule 3-10
or Rule 3-16 of Regulation S-X, promulgated pursuant to the
Securities Act, would require the filing with the Commission of separate
financial statements of any Subsidiary Guarantor due to such subsidiary’s
Capital Stock being pledged as Collateral for the Notes, such Capital Stock
shall be automatically deemed to not be part of the Collateral (but only to the
extent necessary to not be subject to such requirements), it being understood
that, upon any change to the assets of the Debtors or such Subsidiary
Guarantor, or any change in such rules that results in such separate financial
statements not being required to be filed, such Capital Stock (or any portion
thereof) shall be included as part of the Collateral, to the extent such
inclusion would not trigger such reporting requirement..


Each Debtor agrees to make all filings necessary, in a
form reasonably acceptable to the Collateral Trustee, and to take further
action that the Collateral Trustee may reasonably request in order to perfect
and continue the perfection of the security interests granted under this
agreement.


3.             Warranties.  Each Debtor, jointly and severally, warrants
that:  (a) no financing statement other
than any which is on file except as may have been filed on behalf of the
Collateral Trustee or in connection with Permitted Liens, or other instrument
similar in effect, covering all or any part of the Collateral is on file in any
public office; (b) such Debtor owns each item of the Collateral granted by it
hereunder, free of all Liens whatsoever, other than the security interest
hereunder and Permitted Liens,; (c) on the date hereof, such Debtor’s chief
executive office and principal place of business are as set forth on Schedule I
hereto and, except as set forth on Schedule I, such Debtor has not maintained
its chief executive office and principal place of business at any other
location at any time during the five years prior to the date of this 



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Agreement, and each other location where such Debtor
maintains a place of business is also set forth on Schedule I hereto;
(d) on the date hereof, such Debtor is the Type of Organization stated on Schedule
II hereto and is duly organized, validly existing and in good standing
under the laws of the state set forth on Schedule II hereto; (e) except
as set forth on Schedule III hereto, such Debtor is not now known and
during the five years preceding the date hereof has not previously been known
by any trade name; (f) on the date hereof, such Debtor’s true legal name as
registered in the jurisdiction in which such Debtor is organized or
incorporated, state of organization or incorporation, organizational
identification number as designated by the state of its incorporation or
organization, are as set forth on Schedule II hereto and, except as set
forth on Schedule III hereto, during the five years preceding the date
hereof, such Debtor has not been known by any different legal name and nor has
such Debtor been the subject of any merger or other corporate or partnership
reorganization as applicable; (g) Schedule IV hereto contains a complete
listing of all of such Debtor’s material Intellectual Property which is subject
to registration statutes on the date hereof; (h) Schedule V hereto
contains a complete listing as of the date hereof of all of each Debtor’s
Instruments, Investment Property, Letter-of-Credit Rights, Chattel Paper,
Documents, to the extent each has an individual value in excess of $50,000,
and, solely to the extent such involve claims in excess of $100,000
individually in damages, Commercial Tort Claims; (i) on the date hereof, all
Inventory and the Equipment in excess of $50,000 (other than mobile goods and
equipment out for repair) are kept at the locations listed on Schedule VI
(j) all information with respect to the Collateral and the Account Debtors set
forth in any schedule, certificate or other writing at any time heretofore or
hereafter furnished by such Debtor to the Collateral Trustee is and will be
true and correct in all material respects as of the date furnished; (k) as of the
date hereof such Debtor is a corporation, limited liability company or limited
partnership, as applicable, duly organized, validly existing and in good
standing under the laws of the state of its incorporation or organization; (l)
the execution and delivery of this Agreement and the performance by such Debtor
of its obligations hereunder are within such Debtor’s powers as a corporation,
limited liability company or limited partnership, as applicable, have been duly
authorized by all necessary corporate, limited liability company or limited
partnership action, as applicable, have received all necessary governmental
approval (if any shall be required), and do not and will not contravene or
conflict with any provision of law or of the organizational documents of such
Debtor or of any agreement, indenture, instrument or other document, or any
material judgment, order or decree, which is binding upon such Debtor; (m) this
Agreement is a legal, valid and binding obligation of such Debtor, enforceable
in accordance with its terms, except that the enforceability of this Agreement
may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors’ rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law); and (n) such Debtor is in compliance with the requirements of all
applicable laws (including the provisions of the Fair Labor Standards Act),
rules, regulations and orders of every governmental authority, the
non-compliance with which would reasonably be expected to have a material
adverse effect on such Debtor’s ability to perform its obligations arising
hereunder.


Each
Debtor will take all reasonable and necessary steps, including in any
proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency in any other country or
group of countries or any political subdivision of any of the foregoing, to
maintain and pursue each application (and to obtain the relevant registration)
and to maintain each registration of its material Intellectual Property,
including 



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filing of applications for renewal, affidavits of use
and affidavits of incontestability.  In
the event that any material Intellectual Property is infringed, misappropriated
or diluted by a third party, such Debtor shall (i) take such actions as such
Debtor shall reasonably deem appropriate under the circumstances to protect
such Intellectual Property and (ii) if such Intellectual Property is of
material economic value, promptly notify the Collateral Trustee after it learns
thereof and sue for infringement, misappropriation or dilution, to seek
injunctive relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution.


4.             Collections, etc.  Until such time as the Collateral Trustee
shall notify any Debtor of the revocation of such power and authority as set
forth below, such Debtor may grant, in the ordinary course of business, to any
party obligated on any of the Collateral, any rebate, refund or allowance to
which such party may be lawfully entitled, and may accept, in connection
therewith, the return of Goods, the sale or lease of which shall have given
rise to such Collateral. Until such time during the existence of an Event of
Default as the Collateral Trustee shall notify any Debtor of the revocation of
such power and authority, such Debtor: (a) may, in the ordinary course of its
business, at its own expense, sell, lease or furnish under contracts of service
any of the Inventory normally held by such Debtor for such purpose, use and
consume in the ordinary course of its business, any raw materials, work in process
or materials normally held by such Debtor for such purpose, and use in the
ordinary course of its business (but subject to the terms of the Indenture),
the cash proceeds of the Collateral and other money which constitutes the
Collateral; and (b) will, at its own expense, use its best reasonable efforts
to collect, as and when due, all amounts due under any of the Collateral,
including the taking of such action with respect to such collection as the
Collateral Trustee may request or, in the absence of such request, as such
Debtor may deem advisable in accordance with good business practices.  The Collateral Trustee, however, may, at any
time that an Event of Default exists, whether before or after any revocation of
such power and authority or the maturity of any of the Note Obligations,
subject to the provisions set forth in the Intercreditor Agreement, notify an
Account Debtor or other Person obligated on the Collateral to make payment or
otherwise render performance to or for the benefit of the Collateral Trustee
(or a bailee therefor) and enforce, by suit or otherwise, the obligations of an
Account Debtor or other Person obligated on the Collateral and exercise the
rights of such Debtor with respect to the obligation of the Account Debtor or
other Person obligated on the Collateral to make payment or otherwise render
performance to the Debtor, and with respect to any property that secures the
obligations of the Account Debtor or other Person obligated on the Collateral.
In connection with the exercise of such rights and remedies, the Collateral
Trustee may surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder or evidenced thereby. Subject to
the provisions of the Intercreditor Agreement, upon the request of the
Collateral Trustee during the existence of an Event of Default, each Debtor
will, at its own expense, immediately notify any or all parties obligated on
any of the Collateral to make payment to the Collateral Trustee of any amounts
due or to become due thereunder.


Subject to the provisions of the Intercreditor
Agreement, upon request by the Collateral Trustee during the existence and
continuation of an Event of Default, each Debtor will forthwith upon receipt,
transmit and deliver to the Collateral Trustee, in the form received, all cash,
checks, drafts and other instruments or writings for the payment of money
(properly endorsed, where required, so that such items may be collected by the
Collateral Trustee) which may be received by such Debtor at any time in full or
partial payment or otherwise as proceeds of any of the 



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Collateral. Except as the
Collateral Trustee may otherwise consent in writing, any such items which may be
so received by any Debtor will not be commingled with any other of its funds or
property, but will be held separate and apart from its own funds or property
and for the Collateral Trustee until delivery is made to the Collateral
Trustee. Each Debtor will comply with the terms and conditions of any consent
given by the Collateral Trustee pursuant to the foregoing sentence.


The Collateral Trustee (or any designee of the
Collateral Trustee or any bailee of the Collateral Trustee) is authorized to
endorse, in the name of the applicable Debtor, any item, howsoever received by
the Collateral Trustee, representing any payment on or other Proceeds of any of
the Collateral.


Subject to the provisions of the Intercreditor
Agreement, the Collateral Trustee agrees that it will not exercise any rights
under this Section 4 unless an Event of Default has occurred and is
continuing.


5.             Certificates, Schedules and
Reports. Each Debtor will from time to time, as the Collateral Trustee may
reasonably request, deliver to the Collateral Trustee (or a bailee therefor)
such schedules, certificates and reports respecting all or any of the
Collateral at the time subject to the security interest hereunder, and the
items or amounts received by such Debtor in full or partial payment of any of
the Collateral, as the Collateral Trustee may reasonably request. Any such
schedule, certificate or report shall be executed by an authorized officer of
such Debtor and shall be in such form and detail as the Collateral Trustee may
reasonably specify.


6.             Agreements of the Debtors.
Each Debtor: (a) hereby irrevocably authorizes the Collateral Trustee at any
time, and from time to time, to file in any jurisdiction, any initial financing
statements and amendments thereto that: 
(i) indicate the Collateral as all assets of such Debtor or words of
similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the UCC of the jurisdiction
wherein such financing statement or amendment is filed and (ii) contain any
other information required by Article 9 of the UCC of the jurisdiction wherein
such financing statement or amendment is filed regarding the sufficiency or
filing office acceptance of any financing statement or amendment, including (x)
whether such Debtor is an organization, the Type of Organization, the
Organization ID Number or Federal Employer Identification Number issued to such
Debtor and (y) in the case of a financing statement filed as a fixture filing
or indicating the Collateral to be extracted collateral, a sufficient
description of real property to which the Collateral relates; (b) except upon
15 days’ prior written notice to the Collateral Trustee shall keep all its
Inventory at, and will not maintain any place of business at, any location
other than its address(es) shown on Schedule I hereto (or any amendment
thereto); (c) shall keep its records concerning the Collateral in such a manner
as will enable the Collateral Trustee or its designees to readily determine at
any time the status of the Collateral; (d) furnish the Collateral Trustee such
information concerning such Debtor, the Collateral and the Account Debtors as
the Collateral Trustee may from time to time reasonably request; (e) shall
permit the Collateral Trustee and its designees, in accordance with the
provisions of the Indenture, to inspect such Debtor’s Inventory and other
Goods, and to inspect, audit and make copies of and extracts from all records
and other papers in the possession of such Debtor pertaining to the Collateral
and the Account Debtors, and shall, upon prior request of the Collateral
Trustee during the existence and continuation of an Event of Default, subject
to the provisions set forth in the Intercreditor Agreement, immediately deliver
to the 



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Collateral Trustee all of such records and papers; (f)
shall, if requested by the Agent to take similar action in respect of First
Lien Obligations (as defined in the Intercreditor Agreement), stamp on its
records concerning the Collateral, and add on all Chattel Paper and Instruments
constituting a portion of the Collateral, a notation, in form reasonably
satisfactory to the Collateral Trustee, of the security interest of the
Collateral Trustee hereunder; (g) except for the sale or lease of Inventory in
the ordinary course of its business or as permitted under this Agreement or the
Credit Agreement, sales of Equipment valued in excess of $50,000 which is no
longer used or useful in its business or which is being replaced by similar
Equipment or any other sale of the Collateral permitted under the Indenture,
shall not sell, lease, assign, create or permit to exist any Lien on any
Collateral, other than Permitted Liens; (h) shall take such actions as are
necessary to keep its Goods in good repair and condition (ordinary wear and
tear and casualty excepted); (i) shall take all such actions as are necessary
to keep its Equipment in good repair and condition and in good working order,
ordinary wear and tear excepted; (j) shall, except to the extent otherwise
permitted under the Indenture, promptly pay when due all license fees,
registration fees, taxes, assessments and other charges which may be levied
upon or assessed against the ownership, operation, possession, maintenance or
use of its Equipment and other Goods except as could not reasonably be expected
to cause a material adverse effect; (k) shall promptly notify the Collateral
Trustee in writing upon acquiring or otherwise obtaining any Collateral after
the date hereof consisting of Deposit Accounts, Investment Property,
Letter-of-Credit Rights or Electronic Chattel Paper with an individual value in
excess of $50,000 not listed on the Schedules hereto and, if requested by the
Agent to take similar action in respect of First Lien Obligations (as defined
in the Intercreditor Agreement), shall promptly execute such other documents,
and do such other acts or things deemed appropriate by the Collateral Trustee
to deliver to the Collateral Trustee (or a bailee therefor) control with
respect to such Collateral; (l) shall promptly notify the Collateral Trustee in
writing upon acquiring or otherwise obtaining any Collateral after the date
hereof consisting of Documents or Instruments each valued in excess of $50,000
and, if requested by the Agent to take similar action in respect of First Lien
Obligations (as defined in the Intercreditor Agreement) and subject to the
terms of the Intercreditor Agreement, shall promptly execute such other
documents, and do such other acts or things necessary to deliver to the
Collateral Trustee (or a bailee therefor) possession of such Documents which
are negotiable and Instruments, and, with respect to nonnegotiable Documents,
to have such nonnegotiable Documents issued in the name of the Collateral
Trustee (or a bailee therefor); (m) shall promptly notify the Collateral
Trustee in writing upon incurring or otherwise obtaining a Commercial Tort
Claim against any third party valued in excess of $100,000, and, if requested
by the Agent to take similar action in respect of First Lien Obligations (as defined
in the Intercreditor Agreement), shall promptly enter into an amendment to this
Agreement, and do such other acts or things deemed appropriate by the
Collateral Trustee, to give the Collateral Trustee a security interest in such
Commercial Tort Claim; (n) shall execute and deliver to the Collateral Trustee
(or a bailee therefor) such documents and take other action as reasonably
requested by the Collateral Trustee to insure the attachment, perfection and
second priority (or, after the Discharge of First Priority Claims (as defined
in the Intercreditor Agreement), first priority) of, and the ability of the
Collateral Trustee to enforce, free and clear of all Liens and claims and
rights of third parties whatsoever (except Permitted Liens), the security interests
in any and all of the Collateral including, without limitation, (i) complying
with any provision of any statute, regulation or treaty of the United States as
to any Collateral if compliance with such provision is a condition to
attachment, perfection or priority of, or ability of the Collateral 



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Trustee to enforce, the security interests in such
Collateral, (ii) obtaining governmental and other third party consents and
approvals, including, without limitation, any consent of any licensor, lessor or
other Person obligated on the Collateral and (iii) taking all actions required
by the UCC in effect from time to time or by other law, as applicable in any
relevant UCC jurisdiction, or by other law as applicable in any foreign
jurisdiction, (o) shall not change its state of incorporation or organization
or Type of Organization and will not change its legal name without providing
the Collateral Trustee with at least 15 days’ prior written notice; and (p)
shall pay and discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all material taxes, assessments and
governmental charges or levies imposed upon the Collateral or in respect of
income or profits therefrom, as well as all claims of any kind (including,
without limitation, claims for labor, materials and supplies) against or with
respect to the Collateral except where the failure to do so could not be
reasonably expected to have a material adverse effect, except that no such
charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of such Debtor and
such proceedings could not reasonably expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any interest
therein.


In addition, each Debtor shall maintain, and cause
each of its Subsidiaries to maintain, insurance covering its properties and
assets against loss or damage by fire and against such other insurable hazards
as such assets are commonly insured (including fire, extended coverage,
property damage, workers’ compensation, public liability and business
interruption insurance) and against other risks (including errors and
omissions) in such amounts as similar properties and assets are insured by
prudent companies in similar circumstances carrying on similar businesses, and
with reputable insurers, including self-insurance to the extent customary. If
requested by the Agent to take similar action in respect of First Lien
Obligations (as defined in the Intercreditor Agreement), each Debtor shall
deliver to the Collateral Trustee (x) on the Closing Date and annually
thereafter an original certificate of insurance signed by such Debtor’s
independent insurance broker describing and certifying as to the existence of
the insurance on the Collateral required to be maintained by this Agreement and
the other Collateral Documents, and (y) from time to time upon the prior
request of the Collateral Trustee a summary schedule indicating all insurance
then in force with respect to such Debtor. Each Debtor shall deliver to the
Collateral Trustee copies of such policies of insurance containing special
endorsements (to the extent provided to the Agent in the cases of clauses
(iii), (iv), (v), (vi), (viii) and (ix)), which shall (i) specify the
Collateral Trustee as an additional insured, mortgagee and lender loss payee as
its interests may appear, with the understanding that any obligation imposed
upon the insured (including the liability to pay premiums) shall be the sole
obligation of the applicable Debtor and not that of the Collateral Trustee and
(ii) provide that no cancellation of such policies for any reason (including
non-payment of premium) nor any change therein shall be effective until at
least thirty (30) days (or ten (10) days in the case of non-payment of
premiums) after receipt by the Collateral Trustee of written notice of such
cancellation or change. The Company shall notify the Collateral Trustee of
receipt of (i) any written notice from the Agent of an “Event of Default” under
any of the Loan Documents or a written notice of demand for payment given to
any Debtor, and (ii) any written notice sent by the Agent to any Debtor stating
such party’s intention to exercise any material enforcement rights or remedies
against such Debtor, including written notice pertaining to any foreclosure on
all or any material part of the Collateral or other judicial 



 10
 









or non-judicial remedy in
respect thereof, and any legal process served or filed in connection therewith.


Any reasonable expenses incurred in protecting,
preserving or maintaining any Collateral shall be borne by the Debtors.
Whenever an Event of Default shall be existing, subject to the provisions set
forth in the Intercreditor Agreement, the Collateral Trustee shall have the
right to bring suit to enforce any or all of the Intellectual Property or
licenses thereunder, in which event the applicable Debtor shall, if requested
by the Agent to take similar action in respect of First Lien Obligations (as
defined in the Intercreditor Agreement), do any and all lawful acts and execute
any and all proper documents required by the Collateral Trustee in aid of such
enforcement, and such Debtor shall promptly, upon written demand, reimburse and
indemnify the Collateral Trustee for all reasonable out-of-pocket expenses
incurred by the Collateral Trustee in the exercise of its rights under this
Section 6. Notwithstanding the foregoing, subject to Section 10 hereof, the
Collateral Trustee shall have no obligation or liability regarding the
Collateral by reason of, or arising out of, this Agreement.


7.             Default and Remedies upon an
Event of Default.


(a)           If an Event of
Default shall have occurred and be continuing, the Collateral Trustee may,
subject to the provisions set forth in the Intercreditor Agreement, exercise
(or cause its sub-agents to exercise) any or all of the remedies available to
it under this Agreement.


(b)           Without limiting the
generality of the foregoing, if an Event of Default shall have occurred and be
continuing, the Collateral Trustee may, subject to the provisions set forth in
the Intercreditor Agreement, exercise, on behalf of the Secured Parties, all
the rights of a secured party under the UCC (whether or not in effect in the
jurisdiction where such rights are exercised) with respect to any Collateral
and, in addition, the Collateral Trustee may, subject to the provisions set
forth in the Intercreditor Agreement, sell, lease, license or otherwise dispose
of the Collateral or any part thereof. Any required notice of any such sale or
other disposition shall be given to the relevant Debtors as required in Section
10 hereof.


8.             Application of Proceeds.


  At such
intervals as may be agreed upon by the Company and the Collateral Trustee, or,
if an Event of Default shall have occurred and be continuing, at any time at
the Collateral Trustee’s election, the Collateral Trustee shall apply all or
any part of Proceeds constituting the Collateral, whether or not held in any
Collateral Account, in payment of the Note Obligations in the order of
application provided for in accordance with the provisions of the Indenture,
subject to the Intercreditor Agreement.


9.             Authority to Administer
Collateral.  Subject to the terms of
the Intercreditor Agreement, each Debtor irrevocably appoints the Collateral
Trustee its true and lawful attorney with full power of substitution, in the
name of such Debtor, for the sole use and benefit of the Secured Parties, but
at Debtors’ expense, to the extent permitted by law, to exercise, at any time
and from time to time while an Event of Default shall have occurred and be
continuing, subject 



 11
 









to the provisions set forth in the Intercreditor
Agreement, all or any of the following powers with respect to all or any of
such Debtor’s Collateral:


(a)           to demand, sue for,
collect, receive and give acquittance for any and all monies due or to become
due upon or by virtue thereof;


(b)           to settle,
compromise, compound, prosecute or defend any action or proceeding with respect
thereto;


(c)           to sell, lease,
license or otherwise dispose of the same or the Proceeds thereof, as fully and
effectually as if the Collateral Trustee were the absolute owner thereof, and


(d)           to extend the time of
payment of any or all thereof and to make any allowance or other adjustment
with reference thereto;


provided that, except in the case of
Collateral that is perishable or threatens to decline speedily in value or is
of a type customarily sold on a recognized market, the Collateral Trustee will
give the relevant Debtor ten days’ prior written notice of the time and place
of any public sale thereof or the time after which any private sale or other
intended disposition thereof will be made, and such Debtor hereby agrees that
such notice shall be deemed reasonable.


10.           Limitation on Duty in Respect of
Collateral. Beyond the exercise of reasonable care in the custody and
preservation thereof, the Collateral Trustee will have no duty as to any
Collateral in its possession or control or in the possession or control of any
sub-agent or bailee or any income therefrom or as to the preservation of rights
against prior parties or any other rights pertaining thereto. The Collateral
Trustee will be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession or control if such Collateral
is accorded treatment substantially equal to that which it accords its own
property, and will not be liable or responsible for any loss or damage to any
Collateral, or for any diminution in the value thereof, by reason of any act or
omission of any sub-agent or bailee selected by the Collateral Trustee in good
faith or by reason of any act or omission by the Collateral Trustee, except to
the extent that such liability arises from the Collateral Trustee’s gross
negligence or willful misconduct.


To the extent that applicable law imposes duties on
the Collateral Trustee to exercise remedies in a commercially reasonable
manner, each Debtor acknowledges and agrees that it is not commercially
unreasonable for the Collateral Trustee: (a) to fail to incur expenses deemed
significant by the Collateral Trustee to prepare Collateral for disposition or
otherwise to complete raw material or work-in-process into finished goods or
other finished products for disposition, (b) to fail to obtain third party
consents for access to Collateral to be disposed of, or to obtain or, if not
required by other law, to fail to obtain governmental or third party consents
for the collection or disposition of Collateral to be collected or disposed of,
(c) to fail to exercise collection remedies against Account Debtors or other
Persons obligated on Collateral or to remove Liens on or any adverse claims
against Collateral, (d) to exercise collection remedies against Account Debtors
and other Persons obligated on Collateral directly or through the use of
collection agencies and other collection specialists, (e) to advertise
dispositions of Collateral through publications or media of general
circulation, whether or not Collateral is of a specialized 



 12
 









nature, (f) to contact
other Persons, whether or not in the same business as such Debtor, for
expressions of interest in acquiring all or any portion of Collateral, (g) to
hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the collateral is of a specialized nature, (h) to
dispose of Collateral by utilizing Internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable
capability of doing so, or that match buyers and sellers of assets, (i) to
dispose of assets in wholesale rather than retail markets, (j) to disclaim
disposition warranties, including, without limitation, any warranties of title,
(k) to purchase insurance or credit enhancements to insure the Collateral
Trustee against risks of loss, collection or disposition of Collateral, or to
provide to the Collateral Trustee a guaranteed return from the collection or
disposition of Collateral, or (l) to the extent deemed appropriate by the
Collateral Trustee, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist the Collateral Trustee
in the collection or disposition of any of Collateral. Each Debtor acknowledges
that the purpose of this Section 10 is to provide non-exhaustive indications of
what actions or omissions by the Collateral Trustee would not be commercially
unreasonable in the Collateral Trustee’s exercise of remedies against
Collateral and that other actions or omissions by the Collateral Trustee shall
not be deemed commercially unreasonable solely on account of not being
indicated in this Section 10. Without limitation upon the foregoing, nothing
contained in this Section 10 shall be construed to grant any right to any
Debtor or to impose any duties on the Collateral Trustee that would not have
been granted or imposed by this Agreement or by applicable law in the absence
of this Section 10.


11.           General.


(a)           All notices, requests,
demands, directions and other communications (as used in this Section 11,
collectively referred to as “notices”) given to or made upon any party hereto
under the provisions of this Agreement shall be in writing (including facsimile
communication) unless otherwise expressly permitted hereunder and shall be
delivered or sent by facsimile or via nationally-recognized overnight courier,
by hand or U.S. mail to the respective parties at the addresses and numbers set
forth under their respective names on Schedule I hereof (for the
Debtors), at the address set forth in the Indenture (for the Collateral
Trustee) or in accordance with any subsequent unrevoked written direction from
any party to the others delivered pursuant to the requirements of this Section
11(a). All notices shall, except as otherwise expressly herein provided, be
effective: (a) in the case of facsimile, when received, (b) in the case of
hand-delivered notice, when hand-delivered, (c) in the case of telephonic
notice, when telephoned, provided however, that in order to be
effective, telephonic notices must be confirmed in writing no later than the
next Business Day by letter or facsimile, (d) if given by mail, four days after
such communication is deposited in the mail with first-class postage prepaid,
return receipt requested, and (d) if given by any other means (including by air
courier), when delivered; provided, that any notices to the Collateral Trustee
shall not be effective until received.


(b)           Each of the Debtors
agrees to pay all reasonable out-of-pocket expenses, including reasonable
attorney’s fees and charges (but not including time charges of attorneys who
are employees of the Collateral Trustee) paid or incurred by the Collateral
Trustee in endeavoring to collect the Note Obligations of such Debtor, or any
part thereof, and in enforcing this Agreement against such Debtor, and such
obligations will themselves be Note Obligations.



 13
 









(c)           No delay on the part
of the Collateral Trustee in the exercise of any right or remedy shall operate
as a waiver thereof, and no single or partial exercise by the Collateral
Trustee of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy.


(d)           This Agreement shall
remain in full force and effect until all Note Obligations (other than
contingent indemnification obligations not yet due and payable) have been paid
in full. If at any time all or any part of any payment theretofor applied by
the Collateral Trustee to any of the Note Obligations is or must be rescinded
or returned by the Secured Parties for any reason whatsoever (including the
insolvency, bankruptcy or reorganization of any Debtor), such Note Obligations
shall, for the purposes of this Agreement, to the extent that such payment is
or must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Collateral Trustee, and this Agreement
shall continue to be effective or be reinstated, as the case may be, as to such
Note Obligations, all as though such application by the Collateral Trustee had
not been made.


(e)           This Agreement shall
be construed in accordance with and governed by the laws of the State of New
York applicable to contracts made and to be performed entirely within such
State. Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


(f)            The rights and
privileges of the Collateral Trustee hereunder shall inure to the benefit of its
successors and permitted assigns.


(g)           This Agreement may
be executed in any number of counterparts and by the different parties hereto
on separate counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
Agreement. Each Subsidiary of the Company that is required to become a party to
this Agreement pursuant to the Indenture shall become a Debtor for all purposes
of this Agreement upon execution and delivery to the Collateral Trustee by such
Subsidiary of a counterpart of this Agreement together with supplements to the
Schedules hereto setting forth all relevant information with respect to such
party as of the date of such delivery. Immediately upon such execution and delivery
(and without any further action), each such Subsidiary will become a party to,
and will be bound by all the terms of, this Agreement.


(h)           ANY LEGAL SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (“RELATED PROCEEDINGS”) MAY BE INSTITUTED IN
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY OF NEW
YORK, BOROUGH OF MANHATTAN, OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE
LOCATED IN THE CITY OF NEW YORK (COLLECTIVELY, THE “SPECIFIED COURTS”), AND
EACH PARTY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS
IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF ANY PROCESS, SUMMONS, NOTICE
OR DOCUMENT BY 



 14
 









MAIL (TO THE
EXTENT ALLOWED UNDER ANY APPLICABLE STATUTE OR RULE OF COURT) TO SUCH PARTY’S
ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT,
ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR OTHER PROCEEDING IN THE SPECIFIED COURTS AND IRREVOCABLY AND
UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


(i)            Each Debtor hereby
acknowledges that:


(a)           it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Collateral Documents, the Indenture and the Notes;


(b)                                 neither
the Collateral Trustee nor any Secured Party has any fiduciary relationship
with or duty to any Debtor arising out of or in connection with this Agreement,
the other Collateral Documents, the Indenture or Notes, and the relationship
between the Debtors, on the one hand, and the Collateral Trustee and the
Secured Parties, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor.


(j)            This Agreement, the
other Collateral Documents, the Indenture and the Notes represent the agreement
of the Debtors, the Collateral Trustee and the Secured Parties with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Collateral Trustee or any Secured Party
relative to subject matter hereof and thereof not expressly set forth or
referred to herein, in the Indenture or in the Notes.


(k)           None of the terms or
provisions of this Agreement may be waived, amended, supplemented or otherwise
modified except in accordance with the Indenture and the Intercreditor
Agreement.


(l)            If either (i) the
Notes Guarantee is released as to any Debtor pursuant to the Indenture or (ii)
at such time as the Note Obligations (other than contingent indemnification
obligations) have been paid in full, the Collateral of such Debtor shall be
released from the Liens created hereby, and this Agreement and all obligations
(other than those expressly stated to survive such termination) of such Debtor
hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party (other than as set forth in the Indenture),
and all rights to such Collateral shall revert to such Debtor, and the
Collateral Trustee, at the request and sole expense of such Debtor, shall
execute and deliver to such Debtor all releases or other documents reasonably
requested by such Debtor or its designee for the release of the Liens created
hereby on such Collateral.


(m)          In connection with
its appointment and acting hereunder, the Collateral Trustee is entitled to all
rights, privileges, protections, immunities, benefits and indemnities provided
to the Collateral Trustee under the Indenture. All such indemnities shall
survive the 



 15
 









termination of
this Agreement or the Indenture, and the resignation or removal of the
Collateral Trustee.


(n)           Notwithstanding
anything herein to the contrary, the lien and security interest granted to the
Collateral Trustee pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Trustee hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control.


[SIGNATURE PAGES FOLLOW]


 



 16















IN WITNESS WHEREOF, this Agreement has been duly
executed as of the day and year first above written.


	
  

  	
  DEBTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTECTION ONE, INC.

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTECTION ONE ALARM

  MONITORING, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NETWORK MULTIFAMILY

  SECURITY CORPORATION

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECURITY MONITORING SERVICES, INC.

  a Florida corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  PROTECTION ONE ALARM

  MONITORING OF MASS, INC.

  
	
   

  	
  a Massachusetts corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
				



 













 


	
  

  	
  PROTECTION ONE SYSTEMS, INC.

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
				



 


Remainder
of page intentionally left blank



 2
 









 


	
  

  	
  INTEGRATED ALARM SERVICES

  GROUP, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTEGRATED ALARM SERVICES, INC.,

  a Delaware Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN HOME

  SECURITY, INC.,

  a Nevada Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


Remainder
of page intentionally left blank



 3
 









 


	
  

  	
  CRITICOM INTERNATIONAL

  CORPORATION,

  a New Jersey Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONITAL SIGNAL CORPORATION,

  a New Jersey Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EVEREST VIDEO SYSTEMS, L.L.C.,

  a Delaware Limited Liability Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL ALARM COMPUTER

  CENTER INC.,

  a Delaware Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name:

  	
  J. Eric Griffin

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
				



 



 4
 









 


	
  

  	
  WELLS FARGO BANK, N.A.,
  as 

  Collateral Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph P. O’Donnell

  
	
   

  	
  Name:

  	
  Joseph P. O’Donnell

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
				



 


Signature Page to
Notes Security Agreement


 



 5