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                                                                   Exhibit 10.08


                                                                  EXECUTION COPY


                                                         AGREEMENT NO. PA-011008

                           ISECURETRAC(TM) CORPORATION
                             5022 South 114th Street
                                 Omaha, NE 68137


              EXCLUSIVE PRODUCT PURCHASE AND DISTRIBUTION AGREEMENT



     THIS AGREEMENT is effective as of the ____ day of October, 2001 (the
"Effective Date"), by and between iSecureTrac Corporation, a Delaware
corporation, having its principal offices at 5022 South 114th Street, Omaha, NE
68137 ("iSecureTrac"), and ADT Security Services, Inc., a Delaware corporation
with its headquarters at One Town Center Road., P.O. Box 5035, Boca Raton, FL
33431-0835, successor in interest to SecurityLink, Inc., an Illinois Corporation
("DISTRIBUTOR").

     iSecureTrac has designed and developed and manufactures the iTracker(TM)
mobile tracking device utilizing GPS and advanced communications technologies to
enable accurate tracking and real time or scheduled mapping of individuals,
mobile equipment and transportation vehicles.

     DISTRIBUTOR is, to the extent provided in Section 2.9, capable of
monitoring the movement of iTracker units, and desires to purchase from
iSecureTrac, from time to time, iTracker units and associated products on the
terms and conditions described in this Agreement for resale, lease or other
distribution to its customers and/or "Service Providers" (as defined herein) in
the criminal justice marketplace in North America ("Target Market").

     NOW THEREFORE, iSecureTrac and DISTRIBUTOR agree as follows:

1.0  DEFINITIONS

     1.1  "Products" shall mean iTracker-ET PTUs and other specific products
          available for purchase by DISTRIBUTOR under this Agreement, and any
          replacements or substitutes therefor, as more fully described on
          Attachment 1 hereto.

     1.2  "Services" shall mean the Product support services to be provided by
          iSecureTrac to DISTRIBUTOR hereunder, including, but not limited to,
          training, extended warranty service and product repair services, as
          more fully described on Attachment 2 hereto.

     1.3  "Service Providers" shall mean third parties not affiliated with
          DISTRIBUTOR that (i) provide monitoring services and products to End
          Users and (ii) are selected, appointed, and authorized by DISTRIBUTOR,
          with the prior written


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          consent of iSecureTrac (which consent shall not be unreasonably
          withheld, denied, or delayed by iSecureTrac), to market, resell, and
          otherwise distribute Products to End Users.

     1.4  "End User" shall mean a prospective or actual user of Products or
          products similar thereto within the Target Market.

     1.5  This Agreement consists of the terms and conditions stated herein and
          in the Attachments which are incorporated herein by reference and
          consist of:

                            Attachment 1:  Product Pricing
                            Attachment 2:  Support Services
                            Exhibit A: P.O. Number SL-IST0001
                            Exhibit B: P.O. Number SL-IST0002

2.0  PURCHASER AND RESELLER

     2.1  PRODUCT PURCHASES. During the Term of this Agreement, DISTRIBUTOR may
          purchase from iSecureTrac the Products listed on Attachment 1 at the
          Prices indicated thereon, PROVIDED that DISTRIBUTOR's initial purchase
          order submitted to iSecureTrac, P.O. number SL-IST0001, dated June 25,
          2001, a copy of which is attached hereto as "Exhibit A" and
          incorporated herein by this reference, shall state and govern the
          Prices for the quantities listed thereon, and DISTRIBUTOR's Purchase
          Order number SL-IST0002 dated June 25, 2001 for [confidential
          treatment requested] "iTracker-ET PTUs" (as defined herein) in the
          amount of [confidential treatment requested], a copy of which is
          attached hereto as "Exhibit B" ("PO SL-IST0002") and incorporated
          herein by this reference, shall state and govern the Prices for the
          quantities of Products listed thereon. Subject to the terms and
          conditions of this Agreement, DISTRIBUTOR hereby agrees and commits to
          purchase a minimum of [confidential treatment requested] iTracker-ET
          PTUs during the [confidential treatment requested] period from the
          date of DISTRIBUTOR's receipt of the first functional iTracker-ET PTU
          that conforms to its "Specifications" (as defined herein) as
          reasonably determined and acknowledged by DISTRIBUTOR in writing (the
          "[confidential treatment requested]Commitment" and "[confidential
          treatment requested] Commitment Period", respectively); provided,
          however, that: (i) the [confidential treatment requested] iTracker-ET
          PTUs ordered by DISTRIBUTOR under P.O. SL-IST0002 shall be applied
          against and count towards satisfaction of the [confidential treatment
          requested]Commitment, notwithstanding the fact that PO SL-IST0002 was
          issued on June 25, 2001, prior to the Effective Date and the
          [confidential treatment requested]Commitment Period, (ii) all
          iTracker-ET PTUs ordered by DISTRIBUTOR hereunder constituting
          "Cancelled Products" or "Deficient Products" (each, as defined herein)
          shall be applied against and count towards satisfaction of the
          [confidential treatment requested]Commitment, even if


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          DISTRIBUTOR rejects such Products and/or cancels or terminates its
          purchase order therefor as provided herein; provided, further,
          however, that if DISTRIBUTOR ultimately purchases any Cancelled
          Product or Deficient Product which, at the time of such purchase, has
          already been applied against the [confidential treatment
          requested]Commitment ("Previously Applied Products"), then
          iSecureTrac's purchase of such Previously Applied Products shall not
          be applied against the [confidential treatment requested]Commitment a
          second time (the "Double Counting Prohibition"), and (iii)
          iSecureTrac's sole and exclusive remedy and recourse against
          DISTRIBUTOR (and DISTRIBUTOR's sole and exclusive liability to
          iSecureTrac) in contract, tort, or under any other legal or equitable
          theory for any breach, default, or other failure by DISTRIBUTOR to
          comply with or satisfy the [confidential treatment
          requested]Commitment in violation of the terms hereof (each, a
          "Purchasing Volume Default") shall be to recoup any "Unearned
          Discount" previously granted to DISTRIBUTOR on the iTracker-ET PTUs
          actually purchased and paid for by DISTRIBUTOR hereunder during the
          [confidential treatment requested]Commitment Period applicable to the
          [confidential treatment requested]Commitment (or portion thereof in
          the event of early termination of this Agreement during such period)
          ("Purchased Units") in accordance with Attachment 1.

     2.2  RESELLER AUTHORIZATION. iSecureTrac hereby specifically authorizes
          DISTRIBUTOR to (i) resell, lease, rent or otherwise distribute
          Products to End Users and Service Providers, including the exclusive
          distribution of those specific Products described in Section 2.4
          below, and (ii), with iSecureTrac's prior written consent (which
          consent shall not be unreasonably withheld, denied, or delayed by
          iSecureTrac), appoint and authorize Service Providers to resell,
          lease, rent or otherwise distribute Products to End Users.

     2.3  PURCHASE ORDERS. Products and Services purchased by DISTRIBUTOR
          hereunder shall be ordered for delivery only through the execution or
          electronic release of applicable written or electronic purchase orders
          issued by DISTRIBUTOR which shall state quantity, Product
          identification numbers and/or Product name, unit "Price" (as defined
          herein), point of delivery ("Delivery Destination"), delivery dates,
          accessories to be shipped with the Products, delivery instructions and
          any other special information and shall refer to this Agreement by
          agreement number. During the Term of this Agreement (including any
          extension thereof) (collectively, the "Term"), iSecureTrac shall
          accept, honor, and fill each purchase order issued by DISTRIBUTOR
          hereunder in accordance with its terms by manufacturing, performing,
          selling, providing, and supplying the ordered Products and Services to
          and for DISTRIBUTOR at and for the Prices, and in compliance with all
          terms, warranties, and other requirements established hereunder
          therefor (collectively, "Conforming Products").


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     2.4  EXCLUSIVE PRODUCTS PURCHASER AND DISTRIBUTOR. iSecureTrac is
          authorized to resell 533 EMS2000I House Arrest transmitter bracelets
          manufactured by Elmo Tech Ltd., Israel (the "Elmo Tech Transmitters").
          iSecureTrac has configured a version of its iTracker product to
          receive signals from the Elmo Tech Transmitters and, together with an
          Elmo Tech Transmitter, operate as a single Personal Tracking Unit
          (PTU), known as the iTracker-ET PTUs ("iTracker-ET PTUs"). iSecureTrac
          hereby agrees to sell iTracker-ET PTUs ONLY to DISTRIBUTOR in the
          Target Market during the Term of this Agreement and any extension
          thereof. iSecureTrac and its affiliates will not, during the Term of
          this Agreement and any extension thereof, directly or indirectly,
          sell, lease, rent or make available in any manner, any iTracker-ET
          PTUs to any person or entity in the Target Market. iSecureTrac hereby
          appoints DISTRIBUTOR as the exclusive distributor in the Target Market
          of iTracker-ET PTUs and related documentation and materials during the
          Term, and hereby grants DISTRIBUTOR the sole and exclusive, royalty
          free right and license to market, promote, offer for sale, sell,
          supply, and otherwise distribute (by way of lease, rental, loan,
          bailment, or otherwise), and support iTracker-ET PTUs to and for
          End-Users and Service Providers in the Target Market during the Term
          (the "Distribution License"). DISTRIBUTOR may sublicense any of its
          rights under the Distribution License to the Service Providers, and,
          may exercise all such sublicensed rights concurrently with such
          Service Providers. Without limiting the foregoing, DISTRIBUTOR may
          resell, lease, rent or otherwise distribute Products directly and/or
          indirectly to End-Users using DISTRIBUTOR's own employees and internal
          resources and/or by and through one (1) more layers of Service
          Providers appointed by DISTRIBUTOR. Notwithstanding the foregoing,
          iSecureTrac agrees and acknowledges that during the Term, DISTRIBUTOR
          may, at its option and sole discretion, on its own and/or in
          conjunction with Service Providers, promote, market, offer, sell, and
          otherwise distribute to End Users in the Target Market DISTRIBUTOR's
          own and third party products that compete against the Products
          (including, but not limited to, the iTracker-ET PTUs) in the Target
          Market, and that nothing in this Agreement shall prohibit, limit,
          diminish, qualify, or otherwise affect DISTRIBUTOR's ability to do so,
          nor shall anything herein impose any duty of exclusivity upon
          DISTRIBUTOR.

     2.5  PRICING. Products and Services are priced for sale by iSecureTrac to
          DISTRIBUTOR during the Term as specified on Attachments 1 and 2
          (collectively, the "Prices"). The Prices shall be fixed and firm
          during the [confidential treatment requested] Prices shall not
          increase during the Term except for Approved Price Increases
          implemented in accordance with this Section 2.5. The "Price" for all
          iTracker-ET PTUs hereunder shall be the "Contract Unit Price"
          specified on Attachment 1.

     2.6  INCONSISTENCIES IN P.O. TERMS. In the event of any inconsistencies
          between the terms of this Agreement and any terms contained on any
          purchase order


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          delivered to iSecureTrac hereunder, the terms of this Agreement shall
          govern and take priority unless such inconsistent purchase order terms
          have otherwise been previously agreed to by the parties.

     2.7  LICENSE. iTracker contains firmware developed and owned by
          iSecureTrac. A limited, non-exclusive, irrevocable, fully paid,
          royalty free, transferable license is hereby granted to DISTRIBUTOR,
          in perpetuity, for distribution and use of said software on the
          specific iTracker device in which said software was placed, and for no
          other; provided, however, that DISTRIBUTOR may, without limitation,
          distribute and sublicense any or all of its rights under such software
          license to End Users and Service Providers as part of such
          Distribution License. iSecureTrac shall retain all ownership of all
          proprietary rights to said software. The software license granted
          herein shall be deemed to be in effect upon delivery of each iTracker
          unit and shall be included in its Price.

     2.8  INDEPENDENT CONTRACTORS. Neither the above nor any other part of this
          Agreement shall be construed as agency, legal representation,
          partnership, joint venture, or any other relationship between the
          parties other than being separate entities which remain independent
          contractors.

     2.9  DISTRIBUTOR REPRESENTATION. DISTRIBUTOR hereby represents that it is
          capable or will use its reasonable best efforts to obtain the
          capability to provide 7x24 monitoring of the movement of any and all
          specific iTracker units (including iTracker-ET PTUs) sold to
          DISTRIBUTOR under this Agreement and that, furthermore, it believes
          that it has the capability to support End Users in their use of the
          Products through training and other services which are designed to
          ensure proper Product usage; provided, however, that each
          representation and covenant made by DISTRIBUTOR as stated above shall
          be conditioned upon iSecureTrac's performance of its obligations under
          this Agreement and the Hosting Services Agreement. DISTRIBUTOR further
          represents that it is the exclusive distributor in North America for
          certain products made by Elmo Tech, Ltd. ("Elmo Tech") and that it
          intends to maintain such exclusivity during the Term of this
          Agreement. DISTRIBUTOR further represents that if its exclusive
          distributorship of such Elmo Tech products is not maintained, then
          DISTRIBUTOR will, at its option, either (i) make a volume commitment
          purchase of iTracker-ET PTU's from iSecureTrac in order to maintain
          the exclusivity of this Agreement pursuant to a written amendment
          hereto complying with Section 14.2, or (ii) become a non-exclusive
          DISTRIBUTOR of the iTracker-ET PTU's. In the event DISTRIBUTOR loses
          its ability to provide iSecureTrac with the Elmo Tech components, for
          any reason, either party may terminate this Agreement on sixty (60)
          days prior notice to the other party without penalty or further
          liability or obligation to such other party.


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3.0 PRODUCT SUBSTITUTION

     3.1  NOTIFICATION. iSecureTrac shall use its best efforts to notify
          DISTRIBUTOR in writing of plans and intentions to modify form, fit or
          function of iTracker-ET PTUs, as soon as such plans have been
          finalized by iSecureTrac.

     3.2  SUBSTITUTION. iSecureTrac may develop and manufacture new versions of
          the Products purchased hereunder and substitute the same for Products
          then being purchased by DISTRIBUTOR at the same Price as the replaced
          Products, provided that, the functionality, performance, useful life,
          value, and efficiency of such substitutions equals or exceeds that of
          the Products being replaced. In the event such replacement Products
          replace iTracker-ET PTUs, iSecureTrac shall ensure that such
          replacement Products remain compatible with standard Elmo Tech
          Transmitters.

     3.3  DISCONTINUANCE. In the event that iSecureTrac intends to discontinue
          the manufacturing of specific types of Products (other than
          iTracker-ET PTU(s)), without substitution, it shall notify DISTRIBUTOR
          thereof in writing at least ninety (90) days in advance so as to
          enable DISTRIBUTOR to liquidate its inventory of discontinued Products
          and procure similar products elsewhere, if desired. iSecureTrac shall
          not cease manufacturing any iTracker-ET PTU at any time during the
          Term this Agreement, PROVIDED that it has received and accepted a
          purchase order from DISTRIBUTOR for any iTracker-ET PTUs at any time
          within the prior six (6) months.

     3.4  COMPATIBILITY WARRANTY. Notwithstanding anything in this Agreement
          (including, but not limited to, Section 3) to the contrary,
          iSecureTrac represents and warrants to DISTRIBUTOR that all
          iTracker-ET PTUs shall operate compatibly with standard Elmo Tech
          Transmitters.


4.0 SHIPMENT

     4.1. CARRIER. iSecureTrac shall select and pay for the method of shipment
          and the carrier, consistent with the nature of the Products and the
          hazards of transportation, as instructed in DISTRIBUTOR's purchase
          order.

     4.2. F.O.B./DELIVERY ADDRESS. All deliveries of Products made pursuant to
          this Agreement shall be made [confidential treatment requested],
          whichever made be specified by Distributor on the purchase order.

     4.3. CONFIRMED DELIVERY DATE. DISTRIBUTOR will use its best efforts to
          place purchase orders with iSecureTrac at least
          [confidential treatment requested] prior to delivery dates. The
          delivery date on each such purchase order for iTracker-ET PTU(s) in
          quantities of [confidential treatment requested] shall
          automatically be deemed a

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          "Confirmed Delivery Date" hereunder, and iSecureTrac shall accept
          and timely fill each such purchase order issued by SERVICE PROVIDER
          in accordance with its terms. Upon receipt of any purchase order
          issued [confidential treatment requested] prior to the delivery
          date specified thereon or for iTracker-ET PTU(s) in quantities of
          more than 500 units, iSecureTrac shall promptly confirm the
          delivery date designated thereon with DISTRIBUTOR, or arrange for a
          mutually agreeable alternative delivery date with DISTRIBUTOR
          (each, a "Confirmed Delivery Date") and shall fill each such
          purchase order on its Confirmed Delivery Date in accordance with
          its terms; provided, however, that if the parties fail to agree
          upon an alternative delivery date for any such purchase order
          within five (5) business days after iSecureTrac's receipt thereof,
          DISTRIBUTOR may cancel such purchase order free of charge,
          cancellation fee, or penalty, and all iTracker-ET PTUs listed on
          any such cancelled purchase order ("Cancelled Products") shall
          nevertheless be applied against and count towards satisfaction of
          the [confidential treatment requested]Commitment, subject to the
          Double Counting Prohibition applicable to any Previously Applied
          Products subsequently purchased by DISTRIBUTOR. If iSecureTrac does
          not confirm any delivery date to DISTRIBUTOR in writing within
          fifteen (15) calendar days of its receipt of the applicable
          purchase order, the delivery date stated thereon shall be deemed
          the Confirmed Delivery Date. iSecureTrac understands and agrees
          that all Products purchased by DISTRIBUTOR from iSecureTrac
          hereunder shall be purchased for the purpose of resale and other
          distribution by DISTRIBUTOR to third parties, and that DISTRIBUTOR
          may make resale and delivery commitments to its customers based on
          the terms of this Agreement.

     4.4. TRANSFER OF TITLE AND RISK OF LOSS. Title to Products shall pass to
          DISTRIBUTOR, and all risk of loss, damage or destruction of Products
          shall be assumed by DISTRIBUTOR upon receipt of the Products at the
          Chicago, IL warehouse designated by DISTRIBUTOR on its purchase order
          therefor.

     4.5. SHIPPING DELAY. iSecureTrac shall ship Products in a sufficiently
          timely manner as to meet Confirmed Delivery Dates. In the event
          iSecureTrac fails to ship Products as specified in DISTRIBUTOR's
          purchase orders within fifteen (15) calendar days after the Confirmed
          Delivery Date for any reason, DISTRIBUTOR may cancel such shipment
          without penalty, fee, or charge, in addition to all of its other
          rights and remedies under this Agreement. Notwithstanding the above,
          iSecureTrac reserves the right to temporarily suspend shipments not
          yet paid for by DISTRIBUTOR in the event DISTRIBUTOR has not paid
          overdue invoices to iSecureTrac [confidential treatment requested]
          ("Past Due Invoices") by providing written notice of such suspension
          to DISTRIBUTOR, in which event


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          shipping delays, for purpose of this paragraph, shall be deemed
          tolled. Such suspended shipments shall be immediately resumed upon
          iSecureTrac's receipt of payment for such Past Due Invoices.

     4.6. CANCELLATION. DISTRIBUTOR may cancel part or all of any purchase
          order(s) for convenience without cost or penalty, provided that such
          cancellation is received by iSecureTrac more than ninety (90) days
          prior to the Confirmed Delivery Date for the applicable shipment. If
          iSecureTrac receives such cancellation order for convenience within
          ninety (90) days of the Confirmed Delivery Date, such cancellation
          shall still be effective, but iSecureTrac may charge DISTRIBUTOR
          cancellation fees therefor, consisting of a percentage of the Price of
          the Products so cancelled on such purchase order, in accordance with
          the following schedule:

               CANCELLATION RECEIVED BY ISECURETRAC          CANCELLATION FEE

               60 to 90 days before Confirmed Delivery Date [confidential
               treatment requested]30 to 59 days before Confirmed Delivery Date
               [confidential treatment requested]0 to 29 days before Confirmed
               Delivery Date
                 [confidential treatment requested]
               Cancellation fees shall accrue only for (i) purchase orders
               cancelled by DISTRIBUTOR for its convenience under this Section
               4.6 during the time periods listed above, and (ii) "Delayed
               Shipments" cancelled by iSecureTrac under Section 4.7.

     4.7. RESCHEDULING. DISTRIBUTOR may, once for each shipment ordered from
          iSecureTrac, reschedule shipments of all or any portion of any firm
          purchase order at any time without penalty or charge up to the
          Confirmed Delivery Date determined under Section 4.4. If DISTRIBUTOR
          reschedules any shipment, or part thereof, not yet paid for by
          DISTRIBUTOR to a date more than six (6) calendar months from the
          Confirmed Delivery Date ("Delayed Shipments"), iSecureTrac may treat
          such requested delay-in-shipment as a cancellation, subject to the
          penalty provisions of Section 4.7 above, upon written notice thereof
          to DISTRIBUTOR within five (5) business days after its receipt of
          notice of rescheduling by DISTRIBUTOR.

     4.8. SHIPMENT CONDITION. iSecureTrac shall ship each Product to DISTRIBUTOR
          (i) in new condition, (ii) free and clear of all liens, encumbrances,
          security interests, claims, and other interests whatsoever, (iii)
          properly packaged to protect against loss and damage in transit, and
          (iv) with one (1) complete up-to-date installation/activation
          instructions for each Product shipped (collectively, "Activation
          Documentation"). As part of the Distribution License, DISTRIBUTOR and
          each Service Provider may reproduce, modify, and distribute the
          Activation Documentation


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          and/or any other tangible or intangible user or Product documentation
          or materials to End Users under iSecureTrac's, DISTRIBUTOR's, or the
          Service Provider's respective trademarks, PROVIDED that iSecureTrac's
          copyright notices in such Activation Documentation are not removed or
          altered.

5.0  CHARGES AND PAYMENTS

     5.1. INVOICES. iSecureTrac shall render invoices to DISTRIBUTOR for
          delivered Products upon or after shipment thereof to their Delivery
          Destination, and shall, except for Extended Warranty Services, bill
          for all Services in arrears after the performance thereof.
          iSecureTrac shall issue a separate invoice for each purchase order
          containing the following information ("Invoice(s)"): (i) the
          description and quantity of Products and Services ordered; (ii) the
          quantity of Products shipped and Services performed; (iii) the
          Delivery Destination; (iv) the date of shipment or performance; (v)
          the purchase order number; (vi) the Price hereunder for each
          Product and Service; (vii) the total Price for the purchase order;
          and (viii) any applicable taxes and discounts hereunder. All
          Invoices, bills of lading, and freight bills for the Products shall
          be delivered to DISTRIBUTOR at the "Bill To" address shown on the
          face of DISTRIBUTOR's purchase order. All charges shall be set
          forth in U.S. dollars. Invoices for Conforming Products shall be
          due and payable net [confidential treatment requested] days from
          the date of DISTRIBUTOR's receipt of such Conforming Products and
          an Invoice therefor (the "Payment Due Date"). Payment of any
          Invoice by DISTRIBUTOR, in whole or in part, shall not waive or
          abridge any of DISTRIBUTOR's rights or remedies under this
          Agreement, including, but not limited to, under the "Product
          Warranty."

     5.2. TAXES. Product Prices are exclusive of all taxes however designated.
          DISTRIBUTOR shall be responsible for the payment of only all
          applicable sales and/or use taxes assessed and measured directly by
          and upon the Prices paid for its purchases of Products and Services
          hereunder.

     5.3. SHIPPING CHARGES. The cost of shipping Products, including applicable
          insurance, to DISTRIBUTOR will be included in the Product Prices. Cost
          of shipping Products back to iSecureTrac for repair will be borne by
          the DISTRIBUTOR.

     5.5. INSPECTION. All Products shall be subject to inspection and testing by
          DISTRIBUTOR prior to acceptance and payment [confidential treatment
          requested] period before the Payment Due Date. Any Product requiring
          installation or activation shall not be deemed finally accepted until
          DISTRIBUTOR establishes that such Product is a Conforming Product


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          through appropriate testing and/or use after installation and
          activation.

     5.6. REJECTION. DISTRIBUTOR may, at iSecureTrac's sole cost, reject,
          return, withhold payment of the Price for, and/or terminate the
          purchase order for, the following Products on or before their Payment
          Due Dates ("Deficient Product(s)"): (i) any excess or unordered
          Products; (ii) any Product that (A) fails to operate as described in
          its written specifications or user documentation (collectively,
          "Specifications"), or (B) is defective or otherwise fails to conform
          in any respect to any applicable warranty or requirement hereunder;
          (iii) any Product delivered to its Delivery Destination more than 15
          days after its Confirmed Delivery Date; and (iv) any Product delivered
          to any location other than its Delivery Destination. No amount or
          payment shall accrue or be due hereunder for any Deficient Product
          rejected and re-shipped by DISTRIBUTOR to iSecureTrac prior to its
          Payment Due Date, but all such Deficient Products shall nevertheless
          be applied against and count towards satisfaction of the [confidential
          treatment requested]Commitment, subject to the Double Counting
          Prohibition applicable to any Previously Applied Products subsequently
          purchased by DISTRIBUTOR. Any Products not rejected and shipped back
          to iSecureTrac by DISTRIBUTOR before the Payment Due Date may be
          deemed by iSecureTrac to have been accepted by DISTRIBUTOR.


6.0  WARRANTY

     6.1. PRODUCT WARRANTY. Each Product purchased hereunder is warranted by
          iSecureTrac to operate in onformity with its Specifications and be
          free from defects in design, materials, and workmanship, under normal
          use for a period of one (1) year following its date of delivery to
          DISTRIBUTOR at its Delivery Destination (the "Product Warranty"). The
          Product Warranty shall survive any expiration or termination of this
          Agreement, and any testing, inspection, delivery, payment, and
          acceptance of any Product by DISTRIBUTOR, and shall continue with
          respect to any unresolved warranty claim made by DISTRIBUTOR for any
          Product during its one (1) year warranty period. The Product Warranty
          on each Product shall be freely and fully assignable and transferable
          by DISTRIBUTOR to its customers (whether such customer is an End User
          or Service Provider), and may be further reassigned and re-transferred
          by Service Providers to End Users or other Service Providers.

     6.2. REMEDY. iSecureTrac's obligation under the Product Warranty is limited
          to repairing or replacing, at iSecureTrac's sole option, free of
          charge, F.O.B. at iSecureTrac's designated facility, within the time
          required hereunder, any Product which fails to conform to such Product
          Warranty within the one year warranty period described above, such
          that the repaired

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          or replacement Product redelivered to DISTRIBUTOR is a Conforming
          Product.

     6.3. PROCEDURE. Unless waived by iSecureTrac, DISTRIBUTOR will obtain a
          return authorization from iSecureTrac prior to returning any defective
          or non-conforming Product (collectively, "Defective Products").
          DISTRIBUTOR will provide iSecureTrac with a written description of the
          claimed defect. Within five (5) business days of its receipt of each
          warranty claim, iSecureTrac shall issue and deliver to DISTRIBUTOR
          either (i) a return authorization for each Defective Product, or (ii)
          a written denial of such warranty claim, accompanied by an explanation
          therefor ("Claim Denial"). Any warranty claim not rejected by
          iSecureTrac in a Claim Denial timely delivered to DISTRIBUTOR within
          the aforementioned time period shall be deemed accepted by iSecureTrac
          on such date, and the requirement for a return authorization therefor
          shall be waived. DISTRIBUTOR may contest any Claim Denial in its sole
          discretion.

     6.4. EXPEDITED REPLACEMENT. iSecureTrac will repair, replace, and ship
          Conforming Products, repaired or replaced under this Product Warranty,
          back to DISTRIBUTOR at such address as may be specified by
          DISTRIBUTOR, within the fastest time reasonably possible, but in all
          events no later than thirty (30) days after issuing (or waiving) a
          return authorization therefor.

     6.5. LIMITATIONS. The foregoing warranty will not apply if the Product
          fails to function due to abuse, misuse, accident, neglect,
          unauthorized repair, or use other than ordinary use after delivery, in
          each case (i) by parties other than iSecureTrac, its employees,
          agents, or contractors - not including DISTRIBUTOR, and (ii) in
          violation of the core Product documentation delivered to DISTRIBUTOR
          with each Product. The foregoing warranty does not apply to Elmo Tech
          Transmitters (Elmo Tech Transmitters are subject to a separate
          warranty available from Elmo Tech) or iTracker-ET PTU components
          received from DISTRIBUTOR or Elmo Tech, Ltd.

          EXCEPT AS OTHERWISE PROVIDED HEREIN, THE ISECURETRAC PRODUCT
          WARRANTY STATED ABOVE IS GIVEN IN LIEU OF ALL OTHER WARRANTIES
          REGARDING THE PRODUCTS, EXPRESS OR IMPLIED, WHICH ARE
          SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
          WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.0  INDEMNIFICATION AND INSURANCE


                                       11
<Page>

     7.1. SCOPE. iSecureTrac will defend, indemnify, and hold DISTRIBUTOR, its
          affiliates, and all of its and their respective directors, officers,
          employees, and agents (all of the foregoing entities and individuals
          being collectively referred to herein as the "DISTRIBUTOR
          Indemnitees") harmless from and against any claim, action, damages,
          liability, cost (including attorneys fees at trial and on appeal),
          expense, or loss (collectively, "Liability") arising out of or
          resulting from any and all claims that the Products or any part
          thereof or any use, offer, sale, or distribution thereof by
          DISTRIBUTOR in accordance with the Distribution License infringes upon
          or misappropriates any United States patent, copyright, trade secret,
          trademark, service mark, or other proprietary right (collectively,
          "Intellectual Property Rights"). iSecureTrac agrees to defend any suit
          or proceeding brought against any DISTRIBUTOR Indemnitee which is
          based on such claim.

     7.2. CONDITIONS. The above stated indemnity is subject to the following
          conditions; provided, however that any failure to satisfy such
          conditions shall excuse iSecureTrac from its indemnification
          obligation hereunder only to the extent (if any) that it is prejudiced
          thereby:

               (a)  DISTRIBUTOR must promptly notify iSecureTrac in writing of
                    any claim of infringement covered by such indemnity upon
                    obtaining actual knowledge thereof and provide iSecureTrac,
                    at its reasonable request and at iSecureTrac's expense, with
                    the reasonable assistance, information and cooperation
                    necessary to defend against any such claim or litigation;

               (b)  DISTRIBUTOR must grant iSecureTrac sole authority to defend
                    or settle such claim with counsel reasonably satisfactory to
                    DISTRIBUTOR, except that the iSecureTrac shall not settle
                    any such claim without first obtaining DISTRIBUTOR's prior
                    written consent, unless: (i) such settlement contains no
                    finding or admission of fault or violation of law on the
                    part of DISTRIBUTOR, (ii) the sole relief provided in such
                    settlement is monetary damages that are paid in full by
                    iSecureTrac, and (iii) if iSecureTrac fails to retain
                    counsel or otherwise defend any such claim, DISTRIBUTOR may,
                    in DISTRIBUTOR's sole discretion and without prior notice to
                    or approval from iSecureTrac, defend or settle such claim at
                    iSecureTrac's sole cost and expense;

               (c)  Any costs paid by iSecureTrac for such claim pursuant to its
                    indemnity hereunder that are incurred or recovered in such
                    litigation or negotiation shall accrue to iSecureTrac's
                    account; and

                                       12
<Page>

               (d)  If a preliminary injunction or final judgment is entered
                    against DISTRIBUTOR's use, resale, distribution, or
                    operation of any Product because of any alleged
                    infringement, then in addition to the indemnity provided
                    herein, iSecureTrac, at its own expense and option shall (i)
                    modify or replace the Product so that it becomes
                    non-infringing while providing equivalent performance,
                    functionality, and compatibility; or (ii) procure for
                    DISTRIBUTOR the right to continue to use and resell
                    Products; or (iii) in the event iSecureTrac has been unable
                    to achieve such procurement or modifications despite its
                    best efforts, to refund to DISTRIBUTOR the Price DISTRIBUTOR
                    paid for such Product or Products less a straight line
                    depreciation for actual use computed based on a five (5)
                    year useful life.

     7.3. MUTUAL INDEMNIFICATION. Each party (the "Indemnitor") will defend,
          indemnify, and hold the other party (the "Indemnitee") harmless for
          and against any Liability arising out of or resulting from: (i) the
          negligence or willful misconduct of the Indemnitor, its employees,
          and agents; and/or (ii) any breach of this Agreement by the
          Indemnitor, including any breach, falsity, violation, or inaccuracy
          of or in any representation, warranty, obligation, or covenant made
          by the Indemnitor hereunder.

     7.4. PRODUCTS LIABILITY INDEMNIFICATION. iSecureTrac will defend,
          indemnify, and hold the DISTRIBUTOR harmless for and against any
          Liability arising out of or resulting from any claim alleging any
          defect or deficiency in or involving the Products (whether in design,
          manufacturing, warnings, instructions, or otherwise), including, but
          not limited to, any claim based on products liability, strict
          liability in tort, negligence, breach of warranty, or any other
          legal or equitable theory, subject to the limitations described in
          Section 8.0 below for acts committed by individuals being monitored
          using the Products under any home arrest or curfew monitoring program
          ("Monitored Participants").

     7.5. SEC DISCLOSURE INDEMNIFICATION. iSecureTrac will defend, indemnify,
          and hold the DISTRIBUTOR Indemnitees harmless for and against any
          Liability arising out of or resulting from any "SEC Disclosure" by
          iSecureTrac and/or any related "SEC Disclosure Matters" (each, as
          defined herein), including, but not limited to, any claim brought by
          any third party (including, but not limited to, any governmental
          regulatory authority or any past, present, future, or potential
          shareholder or investor in iSecureTrac) based upon its use of or
          reliance upon any SEC Disclosure or alleging any violation of any
          applicable federal or state securities laws or the rules and
          regulations of the Securities Exchange Commission or any other state
          or federal governmental regulatory authority (collectively,


                                       13
<Page>

          "Securities Laws") involving any SEC Disclosure.

     7.6. INSURANCE. iSecureTrac agrees to obtain and maintain the following
          insurance policies throughout the Term at iSecureTrac's sole cost and
          expense (collectively, "Insurance Policies"): (1) Workers'
          Compensation insurance as prescribed by the law of the state in which
          iSecureTrac's obligations under this Agreement are performed, (2)
          employer's liability insurance with limits of at least $500,000 for
          each occurrence, and (3) comprehensive general liability insurance
          with limits of $1,000,000 for each occurrence, and specific
          contractual liability insurance to cover legal liability under this
          Agreement (the "CGL Policy"). All Insurance Policies shall: (i) be
          primary without right of contribution from any insurance maintained
          by DISTRIBUTOR; (ii) be issued by duly qualified insurance carriers
          reasonably satisfactory to DISTRIBUTOR; and (iii) require that
          DISTRIBUTOR be given at least thirty (30) days prior written notice
          of cancellation, non-renewal, or any material change therein.
          Contemporaneously with iSecureTrac's execution of this Agreement,
          iSecureTrac shall deliver to DISTRIBUTOR Certificates of Insurance
          evidencing the Insurance Policies required by this Agreement.


8.0  LIMITATION OF LIABILITY

     EXCEPT AS OTHERWISE PROVIDED BELOW, IN NO EVENT WILL EITHER DISTRIBUTOR OR
ISECURETRAC BE LIABLE FOR (i) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, OR (ii) ANY DAMAGES RESULTING FROM LOSS OF DATA, FRUSTRATION OF
ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, REVENUES OR USE ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY
PRODUCTS OR SERVICES SOLD OR PROVIDED HEREUNDER, REGARDLESS OF WHETHER
DISTRIBUTOR OR ISECURETRAC, AS APPLICABLE, HAS BEEN NOTIFIED IN ADVANCE OF SUCH
DAMAGES EXCEPT TO THE EXTENT THAT ANY SUCH DAMAGES, WHETHER DESCRIBED IN POINT
(i) OR (ii), ARISE OUT OF, RELATE TO, OR ARE COVERED BY: (A) A PARTY'S BREACH OF
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW PERTAINING TO
INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY; (B) ANY REPRESENTATION,
WARRANTY, OR INDEMNITY GIVEN BY A PARTY FOR OR AGAINST PRODUCT LIABILITY OR
INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; (C) A PARTY'S
GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF THE LAW; (D) PERSONAL
INJURY OR DEATH; OR (E) ANY RESPONSIBILITY, OBLIGATION, OR INDEMNITY OF
ISECURETRAC HEREUNDER FOR OR PERTAINING TO ANY SEC DISCLOSURE OR SEC DISCLOSURE
MATTER.

     NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,


                                       14
<Page>

iSecureTrac SPECIFICALLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACTS
OF ANY MONITORED PARTICIPANT MAKING USE OF ANY SPECIFIC iTracker DEVICE.

     DISTRIBUTOR hereby acknowledges that it recognizes and fully understands
that successful operation of iTracker units is highly dependent on wireless
communication and locational devices not provided by iSecureTrac and outside of
the control or scope of iSecureTrac Products. iSecureTrac DISCLAIMS ANY
LIABILITY OR RESPONSIBILITY FOR THE OPERATION OF GPS SATELLITES OR COMMERCIAL
COMMUNICATIONS SYSTEMS USED IN CONNECTION WITH ITS PRODUCTS.


9.0  GOOD TITLE

     iSecureTrac hereby warrants that it has and will convey to DISTRIBUTOR sole
and good title to all Products purchased by DISTRIBUTOR on the date of shipment.
All Products purchased by DISTRIBUTOR shall be free and clear from all liens,
encumbrances and charges, at the time of such purchase. Should iSecureTrac ship
any Products to DISTRIBUTOR which are subject to any liens, encumbrances or
claims by third parties, same shall be a material breach of this Agreement by
iSecureTrac. In addition, iSecureTrac shall promptly notify DISTRIBUTOR of
actual and prospective claims in writing and indemnify and hold DISTRIBUTOR
harmless from all liability, cost and expense which may result from such liens
and claims. DISTRIBUTOR may, at its sole discretion, pay and discharge any valid
liens and claims against delivered Products and set off the amount of such
payments against any sums due iSecureTrac hereunder.


10.0 SUPPORT SERVICES

     iSecureTrac shall provide DISTRIBUTOR with the Services described in
Attachment 2 hereto, at the rates listed, upon DISTRIBUTOR's submission of a
purchase order for such Services. iSecureTrac shall continue to provide and
perform the Services for DISTRIBUTOR so long as any Product remains activated,
continuing even after any completion, termination, or expiration of this
Agreement under any circumstances whatsoever (collectively, "Agreement
Termination"), including, but not limited to, any termination of this Agreement
by either party for the other party's material breach hereof.


11.0 NOTICES

     Any notices required to be given hereunder will be given in writing and
sent to the other party, postage or transmission cost prepaid and properly
addressed, at the address indicated below:

     To iSecureTrac:


                                       15
<Page>

                       iSecureTrac Corporation
                       5022 South 114th Street
                       Omaha, NE 68137
                       Attn:  SecurityLink Account Manager

     To DISTRIBUTOR:

                      SecurityLink/ADT Security Services, Inc.
                      111 Windsor Drive
                      Oak Brook, IL 60523
                      Attn:  Ed Maier

    With a copy to:

                      ADT Security Services, Inc.
                      One Town Center Road
                      Boca Raton, Florida 33486-1010
                      Attn: Gray Finney, Esq., General Counsel

Notices shall be deemed given when delivered in person or received via
registered or certified mail, or via a nationally recognized overnight courier,
or acknowledged facsimile transmission, provided such acknowledgement is machine
generated.


12.0 INFORMATION RELEASES

     12.1. PRESS RELEASES. Except as may be required by law or the rules or
           regulations of the Securities and Exchange Commission (subject to
           compliance with the terms provided below), prior to the disclosure
           or dissemination of any publication, notice, advertising or
           promotional material, public statement, or press release by either
           party regarding the existence or subject matter of this Agreement,
           or any transactions contemplated hereby (collectively, "Public
           Disclosures"), written consent must be obtained from the other party
           as to content, means and timing of such Public Disclosure, which
           consent may be granted or denied in such other party's sole
           discretion. The Public Disclosure shall be reviewed by the
           non-disclosing party as expeditiously as reasonable upon receipt.
           The following terms shall apply to any Public Disclosure made
           pursuant to any Securities Laws, including, but not limited to, the
           rules or regulations of the Securities and Exchange Commission
           (each, an "SEC Disclosure"): (i) except to the extent specifically
           required by Securities Laws, no SEC Disclosure shall, directly or
           indirectly, expressly or implicitly, identify or refer to the
           non-disclosing party or any of its affiliates by name or otherwise
           (the "Anonymity Requirement"), (ii) no SEC Disclosure referencing,
           involving, or pertaining to this Agreement, the transactions

                                       16
<Page>

           hereunder, or the non-disclosing party shall be made, published, or
           released without first obtaining the non-disclosing party's prior
           written confirmation that each portion of such SEC Disclosure
           referencing, involving, or pertaining to this Agreement, the
           transactions hereunder, or the non-disclosing party ("Relevant SEC
           Disclosure Provision(s)") complies with the Anonymity Requirement,
           (iii) only the Relevant SEC Disclosure Provisions (as opposed to
           the full text of the SEC Disclosure of which such Relevant SEC
           Disclosure Provisions are a part) shall be subject to the
           non-disclosing party's prior review and confirmation for
           compliance with the Anonymity Requirement, (iv) the non-disclosing
           party's review, approval, and/or rejection of any SEC Disclosure
           shall be limited solely and exclusively to an evaluation and
           determination of whether each Relevant SEC Disclosure Provision
           satisfies the Anonymity Requirement, (v) no review, approval,
           rejection, and/or any other act or omission on the part of the
           non-disclosing party with respect to any SEC Disclosure shall
           constitute or be taken, construed, or represented as an opinion,
           representation, warranty, approval, authorization, ratification,
           confirmation, recommendation, or guidance, or assumption of any
           liability, duty, or responsibility by or of the non-disclosing
           party for, of, or with respect to the SEC Disclosure or any matter
           relating thereto, including, but not limited to, the content,
           form, truth, accuracy, sufficiency, timing, legality, or necessity
           of such SEC Disclosure, the use of or reliance upon such SEC
           Disclosure by the disclosing party or any third party (including,
           but not limited to, any past, present, future, or potential
           iSecureTrac shareholder or investor of the disclosing party), or
           whether such SEC Disclosure complies with or violates any
           applicable Securities Law (collectively, "SEC Disclosure
           Matters"), and (vi) the disclosing party shall have and at all
           times retain sole and exclusive liability and responsibility for
           each SEC Disclosure and all SEC Disclosure Matters under all
           circumstances whatsoever, including, but not limited to, where the
           non-disclosing party confirms that an SEC Disclosure satisfies the
           Anonymity Requirement. Each Relevant SEC Disclosure Provision
           shall be a "SEC Disclosure" for all purposes hereunder.

     12.2. CONFIDENTIALITY. In connection with this Agreement, each party and
           its affiliates may disclose (the "Disclosing Party") to the other
           party (the "Receiving Party"), and the Receiving Party may
           otherwise obtain or learn, tangible and intangible confidential or
           proprietary information regarding the Disclosing Party, its
           affiliates, or their respective businesses, operations, customers,
           marketing or business plans, pricing, trade secrets, or finances
           (collectively, "Confidential Information"). The Receiving Party
           shall: (i) hold and protect the Disclosing Party's Confidential
           Information in the strictest confidence, using the same degree of
           care (but at least reasonable care) that it uses to protect its
           own confidential or proprietary information of a similar
           character; (ii) not directly

                                       17
<Page>

           or indirectly disclose any of the Disclosing Party's Confidential
           Information to any third party; (iii) disclose the Disclosing
           Party's Confidential Information only to the Receiving Party's own
           employees on a "need to know" basis; (iv) use the Disclosing
           Party's Confidential Information only during the Term of this
           Agreement and solely to perform the Receiving Party's obligations
           and rights hereunder, and for no other purpose, and (v)
           discontinue all use of, and return to the Disclosing Party (or in
           lieu of such return, destroy), all of the Disclosing Party's
           Confidential Information upon the earlier of (A) the Disclosing
           Party's request, or (B) any Agreement Termination. The Disclosing
           Party shall be and at all times remain the sole and exclusive
           owner of all of its Confidential Information and all Intellectual
           Property Rights therein, and the Receiving Party shall not have or
           acquire any right, title, or interest in or to any of the
           Disclosing Party's Confidential Information or any Intellectual
           Property Rights therein under this Agreement, by virtue of the
           Receiving Party's acquisition or use of the Disclosing Party's
           Confidential Information, or otherwise. "Confidential Information"
           shall be deemed to include all copies, extracts, excerpts,
           abstracts, and summaries containing any Confidential Information
           prepared by either party in any medium. Notwithstanding the
           foregoing, "Confidential Information" shall not include, and this
           Section 12.2 shall not apply to, any information that: (1) is at
           the time of disclosure, or subsequently becomes, part of the
           public domain through no act or failure to act on the part of the
           Receiving Party, (2) was already known or possessed by the
           Receiving Party with no obligation of confidentiality at the time
           of the disclosure of such information by the Disclosing Party, (3)
           is furnished to the Receiving Party by a third party source,
           provided that such third party source is not known by the
           Receiving Party to be prohibited from disclosing such information
           by a contractual, legal, or fiduciary obligation owed to the
           Disclosing Party, (4) is independently developed by the Receiving
           Party without reference to or use of any of the Disclosing Party's
           Confidential Information, or (5) whose disclosure is sought by
           subpoena, litigation discovery device, or other legal process or
           is otherwise required by law.

13.0 TERM AND TERMINATION

     13.1. TERM. The initial term of this Agreement shall be three (3) years
           from the Effective Date first written above, unless terminated
           earlier as provided herein. At the end of the three (3) year
           initial term, this Agreement shall automatically extend for up to
           two (2) additional, consecutive one (1) year periods upon the
           anniversary date of the initial term and the first annual
           extension thereof, unless either party terminates the Agreement,
           for any reason, upon 90 days written notice to the other party;
           provided, however, that there shall be no volume purchasing
           commitment, obligation, or

                                       18
<Page>

           requirement (collectively, "Purchasing Commitments"), whether in the
           form of the 1,000 Unit Commitment or otherwise, for any period
           after the 18 Month Commitment Period of the 1,000 Unit Commitment,
           including, but not limited to, during the balance of the initial
           term or during any extension or renewal term. If such cancellation
           notice is given and firm purchase orders hereunder are outstanding
           at the date of cancellation of this Agreement, this Agreement
           shall continue in effect until all Products specified in such
           purchase orders have been shipped to DISTRIBUTOR hereunder.

     13.2. CONTRACT TERMINATION. Either party may terminate this Agreement at
           any time upon the occurrence of any of the following events by or
           involving the other party ("Termination for Cause"):

               (a).  The other party liquidates or ceases to conduct business
               in the normal course, or makes a general assignment of assets
               for the benefit of creditors.

               (b).  The other party is in material default of any of its
               material oligations under this Agreement, and such material
               default is not cured within thirty (30) days from the date on
               which it was notified in writing of such default by the other
               party, unless subsequently waived in writing. For purposes of
               this paragraph, the term "default of obligations" shall
               include, on the part of DISTRIBUTOR, a material breach of its
               representation described in Section 2.9.

     13.3. TERMINATION FOR CONVENIENCE. Either party may terminate this
           Agreement without cause at any time during the Term on ninety (90)
           days prior written notice to the other party hereto ("Termination
           for Convenience").

     13.4. SURVIVAL. Sections 2.9, 3.4, 4.8, 6, 7, 8, 9, 10, 12, 13, and 14,
           and all other provisions hereof that would by their very nature or
           terms survive this Agreement, shall survive any Agreement
           Termination. In addition, after any Agreement Termination,
           DISTRIBUTOR may continue to (i) sell and otherwise distribute the
           Products remaining in its inventory to liquidate same; and (ii)
           continue to maintain, monitor, and support the Products in service
           with DISTRIBUTOR's customers. In addition, Services shall continue
           to be provided and performed to and for DISTRIBUTOR after any
           Agreement Termination so long as any Products remain activated in
           accordance with Section 10.0.

     13.5. EFFECT ON PURCHASE COMMITMENTS. Upon the occurrence of any Agreement
           Termination other than a (i) Termination for Cause by iSecureTrac
           in accordance with Section 13.2, or (ii) Termination for
           Convenience by DISTRIBUTOR under Section 13.3, the
           [confidential treatment

                                       19
<Page>

           requested] Commitment and all other Purchasing Commitments (if any)
           shall terminate, and DISTRIBUTOR shall have no further liability
           or obligation to iSecureTrac hereunder or otherwise with respect
           thereto, any Purchasing Volume Default, or any similar deficiency
           or amount.

14.0 MISCELLANEOUS

     14.1. FORCE MAJEURE. Neither party shall be liable to the other party for
           failure or delay in performance of its obligations under this
           Agreement due to events of "force majeure," including, but not
           limited to strikes, wars, revolutions, fires, floods, explosions,
           earthquakes, other acts of God, government regulations or other
           causes beyond its control. Notwithstanding the foregoing, if any
           force majeure prevents or delays either party from performing its
           obligations for 180 consecutive days or more, the other party may
           terminate this Agreement on written notice to the delayed or
           non-performing party.

     14.2. AMENDMENT. This Agreement may not be changed, amended or modified
           except by a writing executed by the parties hereto. Terms and
           conditions, whether printed or written, stated in any purchase
           order, acknowledgement, confirmation or invoice pursuant hereto
           shall be of no force or effect to the extent such terms would
           modify, add to or are inconsistent with the terms and conditions
           described in this Agreement.

     14.3. CAPTIONS. The captions contained herein are for convenience of
           reference only and shall not affect or be construed to affect the
           meaning or the terms of this Agreement.

     14.4. BINDING AGREEMENT. This Agreement shall inure to the benefit of and
           binding upon the parties hereto and their respective successors and
           assigns.

     14.5. ENTIRE AGREEMENT. This Agreement and attachments hereto represent
           the entire and final agreement and understanding between the parties
           concerning the subject matter described herein. Any other agreements
           or understandings between the parties concerning the subject matter
           described herein, whether oral or written, shall be of no force and
           effect.

     14.6. SEVERABILITY. If any provision of this Agreement shall be invalid or
           unenforceable under the law of the jurisdiction applicable to this
           Agreement, such invalidity or unenforceability shall not invalidate
           or render unenforceable the entire Agreement, but the rights and
           obligations of the parties shall be construed as if the Agreement
           did not contain the unenforceable provision or provisions.


                                       20
<Page>

     14.7.  WAIVER. No delay or failure by either party to exercise or enforce
            at any time any right or provision of this Agreement shall be
            considered a waiver thereof or of such party's right thereafter to
            exercise or enforce each and every right and provision of this
            Agreement. In order for a waiver to be valid, it shall be in
            writing, signed by the waiving party, but need not be supported by
            consideration.

     14.8.  ASSIGNMENT. Neither party hereto shall have the right to assign this
            Agreement or any obligations or rights hereunder to any third party
            without the prior written consent of the other party. Any attempt to
            make said assignment without the written permission of the other
            party shall be void.

     14.9.  APPLICABLE LAW. This Agreement shall be governed by and construed
            and enforced in accordance with the laws of the STATE OF NEW YORK.

    14.10.  PRIVATE LABELING. Upon DISTRIBUTOR's request, iSecureTrac agrees to
            private label the Products and/or related Product documentation
            (including, but not limited to, Activation Documentation) with
            DISTRIBUTOR's trademarks and trade names (collectively,
            "DISTRIBUTOR Trademarks"), all at no additional charge to
            DISTRIBUTOR (collectively, "Private Labeling"). All use of
            DISTRIBUTOR Trademarks by iSecureTrac in connection with any
            Private Labeling hereunder shall be subject to a limited,
            personal, non-exclusive, non-transferable, non-assignable license
            or sublicense (in each case, without right of sublicense) granted
            by DISTRIBUTOR to iSecureTrac to use the DISTRIBUTOR Trademarks
            during the Term solely and exclusively for iSecureTrac's
            performance of Private Labeling as described herein and for such
            other purposes as DISTRIBUTOR may expressly authorize in advance
            in writing (the "Limited Trademark License"). All Private
            Labeling shall be submitted to DISTRIBUTOR for review in advance,
            and no DISTRIBUTOR Trademark shall be utilized in any Private
            Labeling without DISTRIBUTOR's specific prior written consent to
            such use. Each item of documentation or other tangible material
            (with each copy thereof constituting a separate item) on which
            any DISTRIBUTOR Trademark appears shall contain a prominent
            legend stating that the DISTRIBUTOR Trademarks are registered
            trademarks of DISTRIBUTOR or DISTRIBUTOR's affiliates. The
            registered symbol "(R)" appearing each time as part of the
            DISTRIBUTOR Trademark will constitute a sufficient legend.
            iSecureTrac acknowledges that DISTRIBUTOR is, and shall at all
            times remain, the sole and exclusive owner of the DISTRIBUTOR
            Trademarks and all goodwill contained therein, and that neither
            the Limited Trademark License, nor any Private Labeling, shall
            convey any right, title, or interest in or to any of the
            DISTRIBUTOR Trademarks or such goodwill to iSecureTrac. All
            goodwill arising from iSecureTrac's use of the DISTRIBUTOR

                                       21
<Page>

            Trademarks shall inure solely to the benefit of DISTRIBUTOR, and
            iSecureTrac shall not assert any claim to any right, title, or
            interest in or to the DISTRIBUTOR Trademarks or the goodwill
            associated therewith, nor shall iSecureTrac at any time take any
            action that could be detrimental to the goodwill associated with
            any DISTRIBUTOR Trademark, either during the Term or after any
            Agreement Termination. DISTRIBUTOR may revoke the Limited
            Trademark License as to any Product or related documentation not
            then in production upon written notice to iSecureTrac at any time
            with or without cause. Upon any such revocation, or any Agreement
            Termination, including, but not limited to, any Agreement
            Termination resulting from the material breach of either party
            hereto, the Limited Trademark License shall automatically
            terminate, and iSecureTrac shall immediately cease all further
            use of the DISTRIBUTOR Trademarks.

     IN WITNESS WHEREOF, DISTRIBUTOR and ISECURETRAC have caused this Agreement
to be executed by their duly authorized representatives as of the Effective Date
first above written.


iSecureTrac Corp.                    ADT Security Services, Inc.,
("iSecureTrac")                      successor in interest to SecurityLink, Inc.
                                     ("DISTRIBUTOR")


By:________________________          By:_____________________________
Name:______________________          Name:___________________________
Title:_____________________          Title:__________________________
Date:______________________          Date:___________________________


                                       22
<Page>


                                                         AGREEMENT NO. PA-011008

                                  ATTACHMENT 1

                                 PRODUCT PRICING

<Table>
<Caption>
                                                                      Contract
 Product ID          Product Description                       MSRP   Unit Price*
 ----------          -------------------                       ----   -----------
<S>                 <C>                                       <C>    <C>

2100c-ET             [confidential treatment requested]        [confidential treatment
                     Elmo Tech Transmitters                    requested]
                     iTracker-ET PTU cell unit

                     WITHOUT Elmo Tech transmitter             [confidential treatment
                                                               requested]
2100nc-ET            iTracker-ET PTU non-cell unit
                     WITHOUT Elmo Tech transmitter             [confidential treatment
                                                               requested]
2100 ACC-Case        PTU carrying case with foam
                     insert and polyester pouch                [confidential treatment
                                                               requested]
</Table>

 *

     [confidential treatment requested]



                                       23
<Page>


                                DISCOUNT SCHEDULE


[confidential treatment requested]

iSecureTrac Corp.                    ADT Security Services, Inc.,
("iSecureTrac")                      successor in interest to SecurityLink, Inc.
                                     ("DISTRIBUTOR")


By:_________________________        By:_____________________________
Name:_______________________        Name:___________________________
Title:______________________        Title:__________________________
Date:_______________________        Date:___________________________


                                       24
<Page>
                                                         AGREEMENT NO. PA-011008

                                  ATTACHMENT 2

                                SUPPORT SERVICES

<Table>
<Caption>

Service        Description                                             Fee
-------        -----------                                             ---
<S>           <C>                                                     <C>
TRAINING       On-site training with DISTRIBUTOR
               designated personnel (up to
               8 persons per session), covering installation
               of bracelets, Personal Tracking Units, monitoring,
               establishing limiting parameters per iTracker unit,
               Mapping and Reporting.                                  [confidential treatment requested]
</Table>

     iSecureTrac will also invoice DISTRIBUTOR for reasonable travel expenses
actually incurred by iSecureTrac personnel in providing on-site training
consisting of transportation, lodging, and meals. Prior to scheduling on-site
training, iSecureTrac will submit a training agenda for DISTRIBUTOR's approval.

--------------------------------------------------------------------------------
EXTENDED                iSecureTrac will provide repair and replacement
WARRANTY SERVICE        service for each iTracker PTU purchased under this
                        Agreement for one (1) or two (2) or three (3) year
                        periods beyond the original Product Warranty period
                        and on the same terms as the Product Warranty described
                        in this Agreement. Cost per year:

             iTracker 2100c PTU (cell unit)   [confidential treatment requested]
        iTracker 2100nc PTU (non-cell unit)   [confidential treatment requested]

     Extended warranty service must be ordered at the time of the purchase order
of the Products.


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<Page>


AGREEMENT NO. PA-010910
ATTACHMENT 2



<Table>
-------------------------------------------------------------------------------------------------
<S>                  <C>
NON-WARRANTY          Products are repaired by iSecureTrac on a time
REPAIR SERVICE*       and materials basis. Hourly labor charge:[confidential treatment requested]
                            Handling charge for each Product: [confidential treatment requested]

*Will not be performed or invoiced unless authorized in advance by DISTRIBUTOR's
purchase order
--------------------------------------------------------------------------------
</Table>


iSecureTrac Corp.                    ADT Security Services, Inc.,
("iSecureTrac")                      successor in interest to SecurityLink, Inc.
                                     ("DISTRIBUTOR")


By:___________________________       By:_____________________________
Name:_________________________       Name:___________________________
Title:________________________       Title:__________________________
Date:_________________________       Date:___________________________


















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<Page>


                                                         AGREEMENT NO. PA-011008


                                   EXHIBIT "A"

                             P.O. NUMBER SL-IST0001


                                 Attached Hereto



                                       27
<Page>


                                                         AGREEMENT NO. PA-011008



                                   EXHIBIT "B"

                             P.O. NUMBER SL-IST0002


                                 Attached Hereto




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