8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: December 20, 2006
                        (Date of Earliest Event Reported)

                                [GRAPHIC OMITTED]

                      INTEGRATED ALARM SERVICES GROUP, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                       000-50343              42-1578199
(State or other jurisdiction)     (Commission file number)    (I.R.S. employer
      of incorporation)                                      identification no.)

         One Capital Center, 99 Pine Street 3rd Floor, Albany, NY 12207
               (Address of principal executive offices) (Zip Code)

                                 (518) 426-1515
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4c))






Item 5.02     Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers.

On December 20, 2006, Integrated Alarm Services Group, Inc. (the "Company")
entered into an agreement with Charles T. May, the acting President and Chief
Executive Officer of the Company. The agreement will become effective upon the
closing dates of certain transactions (the "Closing Date") contemplated by the
merger agreement entered into on December 20, 2006 between Protection One, Inc.
("P1"), the Company, and Tara Acquisition Corp. (the "Merger Agreement")
pursuant to which the Company will be merged with Tara and become a wholly-owned
subsidiary of P1. The material terms of the Merger Agreement are described in
the Company's Current Report on Form 8-K filed December 21, 2006. In the event
that the transactions set forth in the Merger Agreement are not consummated, the
employment agreement with Mr. May will be void and without force or effect.

Once effective, under the agreement Mr. May will remain employed by the Company
for a period of three months following the Closing Date, at a salary of $35,000
per month. In addition, within 30 days after the end of the three-month period,
the Company will pay to Mr. May a bonus of $105,000. During the three-month
period, the Company may terminate Mr. May's employment for cause. For purposes
of the agreement, "cause" generally means Mr. May's failure to perform his
duties under the agreement or to follow reasonable directions, fraud,
embezzlement, misappropriation or willful misconduct, activities having a
significant adverse effect on the Company, or Mr. May's habitual use of alcohol,
drugs or other controlled substances that interferes with the performance of
this duties under the agreement.

Under the agreement, Mr. May will continue to perform the functions he performed
for the Company prior to the Closing Date, and such other duties as are
reasonably requested by the Company in good faith. However, Mr. May will not be
required to work more than two days per week.

Once effective, the agreement will supersede all prior agreements between the
Company and Mr. May.

The foregoing description of the material terms of the agreement between Mr. May
and the Company is qualified by reference to the agreement, a copy of which is
filed as Exhibit 99.1 hereto and incorporated herein by reference.






                                   SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           INTEGRATED ALARM SERVICES GROUP, INC.
                                           (Registrant)



                                     By:   /s/ Michael T. Moscinski
                                           -----------------------------
                                           Michael T. Moscinski
                                           Chief Financial Officer

Dated:  December 26, 2006






                                Index to Exhibits

Exhibit No.       Description

99.1              Transitional Service Agreement dated December 20, 2006
                  between the Company and Charles T. May

EX-99.1

                                                                    EXHIBIT 99.1

                      INTEGRATED ALARM SERVICES GROUP, INC.



                                                               December 20, 2006

Charles T. May
7415 NE 8th Court
Boca Raton, FL 33487

        Transitional Service Agreement (the "Agreement")

Dear Chick:

This letter sets forth our agreement regarding the terms of your employment by
Integrated Alarm Services Group, Inc. ("IASG") and certain other obligations of,
and undertakings by, IASG and you.

1. Conditions to Obligations. IASG, Protection One, Inc. ("PI") and Tara
Acquisition Corp. ("Tara") propose to enter into a transaction agreement
("Transaction Agreement") on December 20, 2006 or such other date as the parties
thereto may agree, pursuant to which, among other things, IASG shall be merged
with Tara and become a wholly-owned subsidiary of P1. The transactions
contemplated by the Transaction Agreement are scheduled to close prior to May
31, 2007 or such other date as may be agreed to by the parties to the
Transaction Agreement (the "Closing Date"). This Agreement shall be effective
only upon the completion on the Closing Date of the transactions contemplated by
the Transaction Agreement and upon your continued employment with IASG until the
Closing Date, and if such transactions are not consummated or if you are not
employed by IASG as of the Closing Date, this Agreement shall be void ab initio
and without any force or effect.

2. Term of Employment. Your employment with IASG pursuant to this Agreement
shall commence on the Closing Date and shall end on the date that is three
months after the Closing Date (the "Transition Period"). In consideration of the
performance by you of the Employment Obligations (as defined below), IASG agrees
to continue your employment during the Transition Period, it being understood
that IASG may not involuntarily terminate your employment prior to the end of
the Transition Period, other than for Cause. For purposes of this Agreement,
Cause shall mean (i) your failure to perform your duties hereunder or follow the
reasonable directions of the person to whom you report, (ii) fraud,






embezzlement, misappropriation or any willful misconduct by you in connection
with your employment hereunder, (iii) activities which, in the reasonable
judgment of IASG, could have a significant adverse effect on the reputation or
business of IASG, or (iv) your habitual use of alcohol, drugs, or other
controlled substances in such a manner as to materially interfere with the
performance of your duties to IASG.

3. Duties. During the Transition Period, you shall continue to perform the
functions you performed for IASG prior to the Closing Date and such other duties
as are consistent with the foregoing as may be reasonably and in good faith
requested by IASG from time to time (collectively, the "Employment
Obligations"). Notwithstanding the foregoing, your performance of the Employment
Obligations shall be limited to two days per week, or such lesser amount of time
as determined by IASG.

4. Compensation. In consideration of the performance by you of the Employment
Obligations, IASG shall pay to you during the Transition Period $35,000 per
month. In addition, IASG shall pay to you a guaranteed bonus in an amount equal
to $105,000, payable in a lump sum within 30 days after the end of the
Transition Period. In the event that you are terminated for Cause as provided in
Section 2 or that you resign prior to the end of the Transition Period, you
shall not be entitled to the monthly payments or the guaranteed bonus provided
pursuant to this Section 4.

5. Entire Agreement; Supersedes Previous Agreements. This Agreement contains the
entire agreement and understanding of the parties hereto with respect to the
matters covered herein and shall supersede any and all previous contracts and
understandings between you and IASG, including, without limitation, the
agreement between you and IASG dated May 2, 2006. This Agreement may not be
altered, modified or amended except by written instrument signed by the parties
hereto.

6. Compliance with Section 409A. Anything in this Agreement notwithstanding,
IASG shall, in its sole discretion, amend this Agreement to the extent necessary
or desirable to ensure that this Agreement complies with Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code") and that any payments or
benefits under this Agreement are not subject to interest and penalties under
Section 409A of the Code.

7. Notices. All notices, requests, demands and other communications which are
required or may be given under this






Agreement shall be in writing and shall be deemed effective (i) when delivered
personally, upon receipt, (ii) when sent by facsimile or electronic mail, upon
confirmation of receipt by the sender of such transmission, (iii) one day after
deposit with a commercial overnight courier with written verification of
receipt, or (iv) three days after deposit in the United States mail by certified
mail postage prepaid. All communications will be sent to the party to whom they
are directed at the address set forth below:

        (a) If to IASG:

            c/o Protection One, Inc.
            1035 N. 3rd St.
            Suite 101
            Lawrence, KS 66044


        (b) If to you:

            Charles T. May
            7415 NE 8th Court
            Boca Raton, FL 33487

8. Counterparts. This agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, applicable to contracts to be
performed entirely within such State.






                                    * * * * *



            If you are in agreement with the foregoing, please indicate your
            acceptance by signing below.

                                        Integrated Alarm Services Group, Inc.


                                        By: /s/ Timothy J. Tully
                                           -------------------------------------

                                           Name:  Timothy J. Tully

                                           Title:  Director and Compensation
                                                   Committee Chairman





            /s/ Charles T. May
            -----------------------------------------
            Signature

            Charles T. May