Exhibit 10.15
                                      LEASE
                               (Existing Building)


This Lease,  dated September 28, 2004, is made between 5104 LLC.  (herein called
"Landlord") and iSECUREtrac., a Delaware Corporation (herein called "Tenant").

                                    PREMISES

1.1   Landlord  does  hereby  lease to Tenant  and  Tenant  hereby  leases  from
      Landlord that certain  space  containing  approximately  11477 RSF (rental
      square feet) of floor area (herein called "Premises") in a building called
      5104 LLC Building (the  "Building") on real estate  described as 5104 LLC.
      The  Premises  are more  particularly  described  as 5070 So. 111th Street
      Omaha, Nebraska.

1.2   This Lease is subject to the terms,  covenants,  and conditions herein set
      forth and the Tenant covenants as a material part of the consideration for
      this Lease to keep and perform each and all of said terms, covenants,  and
      conditions by it to be kept and performed.

                                       USE

2.    Tenant shall use the Premises for general office and repairs.

                                      TERM

3.    This Lease is for a term of three (3) years, with such term to commence on
      November 1, 2004.

                                    BASE RENT

4.    The total Base Rent under this Lease is Two Hundred  Thirty Nine  Thousand
      Four Hundred  Eighty Seven  Dollars and 50/100.  Tenant agrees to pay base
      rent to Landlord at Empire Spectrum,  14301 FNB Parkway,  Omaha, NE 68154,
      or at any other place  Landlord may designate in writing,  in lawful money
      of the United States,  in monthly  installments,  on the first day of each
      month, commencing November 1, 2004, as follows:


                                   $ PER
            YEAR                SQUARE FOOT       MONTHLY RENT
      --------------------------------------------------------
      Nov.04.-April. 05          $    1.69       $1616.34 NNN
      May.05-Oct.05              $    5.06       $4839.47 NNN
      Nov. 05-Oct. 06            $   10.33       $9879.78 NNN
      Nov. 06-Oct. 07            $    7.16       $6847.94 NNN


<PAGE>

      Although  the rent is abated  from  October 1, 2004 to  November  1, 2004,
      Tenant agrees to pay and is responsible for CAM charges  beginning October
      1, 2004.

      Tenant shall have 24 hour access to the Premises upon lease  execution for
      the purpose of construction of any tenant improvements.

                                    INSURANCE

5.    Tenant shall, at Tenants expense, obtain and keep in force during the term
      of this  Lease,  a policy of  comprehensive  public  liability  insurance,
      insuring  Landlord and Tenant against any insurable  liability arising out
      of the ownership, use, occupancy, or maintenance of Premises and all areas
      appurtenant  thereto.  Such  insurance  shall be in the amount of not less
      than  $1,000,000.00  for injury or death of one person in any one accident
      or occurrence and in the amount of not less than  $3,000,000.00 for injury
      or death of more than one person in any one accident or  occurrence.  Such
      insurance shall further insure  Landlord and Tenant against  liability for
      property damage of at least $1,000,000.00.

      The limit of any such insurance shall not, however, limit the liability of
      the Tenant  thereunder.  Tenant may provide this insurance under a blanket
      policy.  If Tenant  shall fail to procure  and  maintain  said  insurance,
      Landlord may, but shall not be required to procure and maintain  same, but
      at the expense of the Tenant.  Insurance  required  hereunder  shall be in
      companies  rated  A-:VIII or better in "Best's  Insurance  Guide."  Tenant
      shall deliver to Landlord prior to right of entry, certificates evidencing
      the existence and amounts of such insurance.

      Each of Landlord  and Tenant  hereby  releases  the other from any loss or
      damage to property  caused by fire or any other perils insured  through or
      under them by way of  subrogation  or otherwise  for any loss or damage to
      property  caused  by fire or any  other  perils  insured  in  policies  of
      insurance  covering such property,  even if such loss or damage shall have
      been caused by the fault or negligence  of the other party,  or anyone for
      whom such party may be responsible;  provided,  however, that this release
      shall be  applicable  and in force and effect only with respect to loss or
      damage  occurring  during  such  times as the  releasor's  policies  shall
      contain a clause or  endorsement to the effect that any such release shall
      not adversely affect or impair said policies or prejudice the right of the
      releasor  to  recover  thereunder  and  then  only  to the  extent  of the
      insurance  proceeds payable under such policies.  Each of the Landlord and
      Tenant  agrees that it will request its  insurance  carriers to include in
      its policies such a clause or endorsement.

                                TAXES & INSURANCE

6.1   Real Estate Taxes.  Tenant shall pay its  proportionate  share of all real
      property taxes and special  assessment  ("real property taxes") levied and
      assessed against the land and building, and other improvements on the land
      of which the Premises are a part.  Tenant's  proportionate  share shall be
      the ratio of the total real property taxes levied and assessed against the
      Building,  and other  improvements,  and land of which the  premises are a
      part that the total number of rentable  square feet in the premises  bears
      to the total  number of rentable  square feet in the Building in which the
      premises are located which  parties agree is 50 % (Tenant's  proportionate
      share).  Tenant's  proportionate  share  of such  taxes  shall  be paid to
      Landlord in monthly  installments at the time of each rental payment equal
      to one-twelfth  each of the total of Tenant's annual  proportionate  share
      based  upon the  estimate  of such real  property  taxes.  Landlord  shall
      deposit and retain such payments in a separate "tax escrow"  account to be
      used solely by Landlord  for the payment of real estate taxes when due and
      prior to such taxes becoming delinquent.

6.2   Fire and  Extended  Coverage.  Landlord  agrees to purchase  and  maintain
      during the term of this Lease fire  insurance  with an  extended  coverage
      endorsement  including,  but not limited to,  windstorm and tornado damage
      and glass breakage for the Leased Premises,  with a responsible  insurance
      company or companies  authorized  to do business in the State of Nebraska.
      Such insurance shall be obtained in an amount of the replacement  value of
      the  office  building  excluding  trade  fixtures.   Tenant  shall  pay  a
      proportionate  share of the  cost of such  insurance  which  shall be 50%.
      Insurance  required  hereunder  shall be in companies  rated  A-:VIII,  or


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<PAGE>

      better in  "Best's  Insurance  Guide."  Tenant  shall be  responsible  for
      insurance  on  the  interior  of  the  premises  and  its  contents.

                                 USES PROHIBITED

7.    Tenant shall not do or permit anything to be done in or about the Premises
      nor bring or keep  anything  therein  which will in any way  increase  the
      existing rate of or affect any fire or other  insurance  upon the Building
      or any of its contents,  or cause a cancellation  of any insurance  policy
      covering said Building or any part thereof or any of its contents.  Tenant
      shall not do or permit  anything to be done in or about the Premises which
      will in any way obstruct or interfere  with the rights of other tenants or
      occupants  of the  Building  or injure  or annoy  them or use or allow the
      Premises to be used for any improper,  immoral,  unlawful or objectionable
      purpose,  nor shall Tenant cause,  maintain or permit any nuisance in, on,
      or about the  Premises.  Tenant  shall not commit or allow to be committed
      any waste in or upon the Premises.

                               COMPLIANCE WITH LAW

8.    Tenant  shall not use the  Premises  or permit  anything  to be done in or
      about the Premises,  which will in any way conflict with any law, statute,
      ordinance,  or  governmental  rule or regulation now in force or which may
      hereafter be enacted or  promulgated.  Tenant shall,  at its sole cost and
      expense,  promptly  comply  with  all  laws,  statutes,   ordinances,  and
      governmental rules, regulations, or requirements now in force and with the
      requirements of any board of fire underwriters or other similar bodies now
      or hereafter  constituted or relating to or affecting the condition,  use,
      or occupancy of the Premises,  excluding structural changes not reflect to
      or affected by Tenant's improvements or acts. The judgment of any court of
      competent  jurisdiction  or the admission of Tenant in any action  against
      Tenant,  whether  Landlord  be a part  thereto  or not,  that  Tenant  has
      violated any law, statute, ordinance, or governmental rule, regulation, or
      requirement,  shall be  conclusive of the fact as between the Landlord and
      Tenant, but shall not be the exclusive method for said determination.

                             ALTERATIONS & ADDITIONS

9.    Tenant shall take the space in "As Is" condition, latent defects excepted.
      Tenant shall not make or allow to be made any alterations,  additions,  or
      improvements to or of the Premises or any part thereof without the written
      consent of Landlord  first had and  obtained,  which  consent shall not be
      unreasonably  withheld,  conditioned  or  delayed,  and  any  alterations,
      additions,  or  improvements  to or of said  Premises  including,  but not
      limited to, wall  covering,  paneling,  and  built-in  cabinet  work,  but
      excepting  movable  furniture and trade  fixtures,  shall at once become a
      part of the  realty and belong to the  Landlord  and shall be  surrendered
      with the  Premises.  In the event  Landlord  consents to the making of any
      alterations,  additions,  or improvements  to the Premises by Tenant,  the
      same shall be made by Tenant at Tenant's  sole cost and expense.  Upon the
      expiration  of the term of this Lease,  Tenant shall leave the Premises in
      good  condition  (normal wear and tear  excepted) and shall remove any and
      all   furniture,   fixtures  and  equipment   belonging  to  Tenant.   Not
      withstanding  the terms of this paragraph,  Tenant shall have the right to
      make minor alterations (less than $500.00) to the Premises,  which are not
      structural in nature, including painting and carpeting,  without the prior
      consent of Landlord,  but with prior notice of the date construction is to
      commence and the nature of the improvements.  Leasehold  improvements paid
      for by Landlord are property of Landlord.

                                     REPAIRS

10.1  By entry  hereunder,  Tenant shall be deemed to have accepted the Premises
      as  being  in  good,  sanitary  order,  condition,  repair  and in "As is"
      condition,  latent defects  excepted.  Tenant shall, at Tenant's sole cost
      and expense,  keep the  Premises and every part thereof in good  condition
      and repair including without limitation, the maintenance and repair of any
      storefront,  doors, window casement,  glazing, plumbing, pipes, electrical
      wiring,  conduits,  and heating  and cooling  systems (to the extent it is
      within  Tenant's  control).  Tenant  shall not be obligated to restore the
      premises at the end of the lease term, but will be responsible  for damage
      caused by neglect, negligence or intentional acts of Tenant.

10.2  For purposes of this  paragraph,  "basic  plumbing and electrical  system"
      constitutes  the  plumbing  and  electrical  systems  that are outside any
      tenant's  premises  and  were  installed  to bring  utilities  to a center
      distribution point to which the Tenant may hook-up.  Landlord shall repair


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      and maintain the structural portions of the Building,  including the roof,
      foundation,   exterior  walls,  basic  plumbing,  and  electrical  systems
      installed  or  furnished  by  Landlord,   and  shall  make  any  necessary
      replacements to the HVAC systems which under generally accepted accounting
      principles would be capital items,  unless such maintenance and repairs or
      replacements are caused in part or in whole by the act, neglect,  fault or
      omission of the Tenant, its agents,  servants,  employees, or invitees, in
      which  case  Tenant  shall pay to  Landlord  the  reasonable  cost of such
      maintenance and repairs or replacements.  Except as provided in Article 23
      hereof,  there shall be no  abatement of rent and no liability of Landlord
      (i) for any  failure to make any  repairs or to perform  any  maintenance,
      unless such failure shall  persist for five (5) days after written  notice
      of the need of such repairs or maintenance is given to Landlord by Tenant,
      or (ii) by  reason  of any  injury  to,  or  interference  with,  Tenant's
      business  arising  from  the  making  of  any  repairs,   alterations,  or
      improvements in or to any portion of the Building or the Premises or in or
      to fixtures, appurtenances, and equipment therein.

10.3  Landlord  shall  maintain,  repair,  or replace  common area  parking lot,
      sidewalk,  driveway,  gardening,  and  other  areas  used in common by the
      tenants of the building including common area liability insurance.

10.4  Cost of Common Area Maintenance. Tenant shall pay a proportionate share of
      the cost of maintaining and repairing  common area parking lot,  sidewalk,
      driveway  guarding  and other  areas used in common by the  tenants of the
      building  (except  janitorial  services)  including  common area liability
      insurance,  utilities  supplied by  Landlord to the  building in which the
      Premises are a part,  where such utilities are not  separately  metered to
      the Premises,  the parking areas, the lighting thereof,  the gardening and
      landscaping,  and the cost of line painting,  sanitary control, removal of
      snow, trash, rubbish,  garbage, and other refuse, the cost of personnel to
      implement such services and to direct parking,  security personnel for the
      common areas and facilities,  said proportionate share to be 50%. Landlord
      shall  furnish a  statement  to Tenant  for its  proportionate  share on a
      monthly  basis on or  before  the tenth  (5th)  day of each  month for the
      preceding  month,  and Tenant  shall pay the same within  thirty (15) days
      after receipt of such  statement.  Landlord  shall furnish  Tenant with an
      annual  statement  of all  expenses  and  any  adjustment  shall  be  made
      forthwith  between the  parties.  Common area  expenses  shall not include
      capital  replacements  which add to the useful  life of the  building  and
      grounds and which are required to be capitalized under generally  accepted
      accounting  principles ("GAAP") or other expenses not considered operating
      expenses  under  GAAP.  Tenant,  its agents and  employees,  will have one
      hundred eighty (180) days after  receiving  Landlord's  statement to audit
      Landlord's  books and  records  concerning  the  statement  at a  mutually
      convenient time at Landlord's offices.  The books and records will be kept
      in accordance with generally accepted accounting principles,  consistently
      applied. If Tenant disputes the accuracy of Landlord's  statement,  Tenant
      will still pay the amount shown as due and owing. If Tenant's audit of the
      books and records  shows that Tenant's  additional  rent was three percent
      (3%) or more below the amount  appearing on the  statement,  then Landlord
      will pay Tenant's  reasonable  costs of  conducting  the audit (either for
      internal or outside  auditors),  and will immediately refund the amount of
      any overpayment to Tenant.

                                      LIENS

11.   Tenant  shall keep the Premises and the property in which the Premises are
      situated free from any liens arising out of any work performed,  materials
      furnished, or obligations incurred by Tenant.

                             ASSIGNMENT & SUBLETTING

12.1  Tenant  shall have the right to sublease  all or a portion of the Premises
      with  Landlord's  approval,  which  approval  shall  not  be  unreasonably
      withheld,   conditioned,   or  delayed.  Landlord  shall  not  impose  any
      unreasonable  financial  requirements  on the subtenant as a condition for
      approval.  Landlord  shall  deliver  approval  to  Tenant  within  10 days
      following  Tenant's  request to  sublease.  Tenant shall have the right to
      sublease  or  assign  its  rights  under  the  terms of this  Lease to its
      subsidiaries,  affiliates,  successor  legal entities or  subsidiaries  or
      affiliates  of each (each an  "Affiliated  Party"),  or to an entity  that
      acquires substantially all of Tenant's assets, without Landlord's consent.
      Such  company  shall assume  Tenant's  obligations  hereunder.  Tenant may
      sublet or assign the Premises to other tenants in the Building.

12.2  In the event of a  sublease  or  assignment  hereunder,  Tenant  shall pay
      Landlord  reasonable  fee, not to exceed One  Thousand and no/100  Dollars
      ($1000.00),  incurred  in  connection  with the  processing  of  documents


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<PAGE>

      necessary to giving such consent. Any subletting,  occupancy, or use shall
      not relieve Tenant of its obligation under this Lease.

12.3  Further, Landlord shall comply with all governmental regulations. Landlord
      warrants   that  the  building  is  currently  in   compliance   with  all
      governmental regulations.  Landlord shall also be responsible to bring the
      building  and all  common  areas  into  compliance  during the term of the
      lease.  Capital  costs to comply with the future  government  regulations,
      including ADA, in common areas of the building,  including bathrooms, will
      be born by Landlord and not included in operating expenses.

                                  HOLD HARMLESS

13.1  Tenant shall indemnify and hold harmless Landlord against and from any and
      all claims to the extent arising from Tenant's use of the Premises or from
      the conduct of its business or from any  activity,  work,  or other things
      done, permitted,  or suffered by the Tenant in or about the Premises,  and
      shall further  indemnify and hold harmless  Landlord  against and from any
      and all  claims to the  extent  arising  from any breach or default in the
      performance of any  obligation on Tenant's part to be performed  under the
      terms of this Lease,  or arising from any act or negligence of the Tenant,
      or any officer, agent, employee, guest, or invitee of Tenant, and from all
      costs,  attorney's fees, and liabilities  incurred in or about the defense
      of any such claim,  action or proceeding  brought  thereon and in case any
      action or proceeding be brought against  Landlord by reason of such claim,
      Tenant upon notice from  Landlord  shall defend the same at Tenant's  sole
      expense and by counsel  selected by Tenant.  Tenant as a material  part of
      the  consideration  to  Landlord  hereby  assumes  all risk of  damage  to
      property or injury to persons in,  upon,  or about the  Premises  from any
      cause other than Landlord's negligence, willful misconduct, Landlord's use
      or Landlord's breach of default in the performance of any obligation under
      this lease.  Landlord  shall  indemnify and hold Tenant  harmless  against
      claims  arising from the  negligence or willful  misconduct of Landlord or
      Landlord's agents, representatives, employees, or contractors.

13.2  Landlord  or its agent  shall not be liable  for any loss or damage to the
      person or  property  of Tenant  resulting  from fire,  explosion,  falling
      plaster,  steam, gas, electricity,  water, or rain which may leak from any
      part of the  Building or from the pipes,  appliances,  or  plumbing  works
      therein or from the roof,  Street of subsurfaces,  or from any other place
      resulting from dampness or any other cause whatsoever, unless caused by or
      due to the  negligence  or willful  misconduct  of  Landlord,  its agents,
      servants, or employees.

                     ENVIRONMENTAL HAZARDOUS MATERIALS (EHM)

14.   Landlord  represents to Tenant that the building is free from EHM and that
      Landlord  will  promptly  remove any EHM found in the future at Landlord's
      sole expense.

                                    UTILITIES

15.   Tenant  shall  procure and pay for all  electric,  heating,  cooling,  and
      janitorial,  together  with any taxes or deposits  thereon.  All utilities
      shall be separately metered to the Premises at Landlord's cost.

                             PERSONAL PROPERTY TAXES

16.   Tenant shall pay or cause to be paid before delinquency, personal property
      taxes  payable   during  the  term  hereof  upon  all  Tenants   leasehold
      improvements,  equipment,  furniture,  and  any  other  personal  property
      located on the Premises.  In the event any or all of the Tenants leasehold
      improvements,  equipment, furniture, fixtures, and other personal property
      shall be assessed  and taxed with the real  property,  Tenant shall pay to
      Landlord its share of such taxes within thirty (30) days after delivery to
      Tenant by  Landlord of a statement  in writing  and in  reasonable  detail
      setting forth the amount of such taxes applicable to Tenant's property.

                               RULES & REGULATIONS

17.   Tenant shall faithfully  observe and comply with the rules and regulations
      that Landlord shall from time to time promulgate and/or modify.  The rules
      and  regulations  shall be binding upon the Tenant upon  execution of this


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      Lease  and upon  receipt  of  notice  of any  modification.  The rules and
      regulations may be modified  hereafter by Landlord  without the consent of
      Tenant,  but no such  modification  shall alter the rights of Tenant under
      this Lease or limit the  Tenant's  use of the  Premises  for the  purposes
      stated herein, including but not limited to Paragraph 2 of this Lease.

                                ENTRY BY LANDLORD

18.   After  reasonable  notice to Tenant  and  during  normal  business  hours,
      Landlord  reserves  and shall at any and all times have the right to enter
      the Premises to inspect the same, to submit said  Premises to  prospective
      buyers or  tenants,  within the last 6 months of the Lease;  to repair the
      Premises  and any portion of the Building of which the Premises are a part
      that Landlord may deem  necessary or desirable  without  abatement of rent
      and may for that purpose erect scaffolding and other necessary  structures
      where  reasonably  required by the  character of the work to be performed,
      always  providing  that the entrance to the Premises  shall not be blocked
      thereby,  and further  providing that the business of the Tenant shall not
      be   interfered   with   unreasonably.   If   necessary  to  prevent  such
      interference,  Landlord shall have access to the Premises  during Tenant's
      non-business horns.

                                  HOLDING OVER

19.   Tenant  shall  have the  right  to  extend  the  lease  term by 6  months,
      subsequent to written  notification  to Landlord 6 months prior to the end
      of the term, at the then current rental rates.

                                TENANT'S DEFAULT

20.1  The occurrence of any one or more of the following events shall constitute
      a default of the Lease by Tenant:

20.2  The  failure by Tenant to make any  payment  of rent or any other  payment
      required  to be made by  Tenant  hereunder,  as and when due,  where  such
      failure shall  continue for a period of ten (10) days after written notice
      thereof by Landlord to Tenant.

20.3  The  failure  by  Tenant  to  observe  or  perform  any of the  covenants,
      conditions, or provisions of this Lease to be observed or performed by the
      Tenant where such failure shall  continue for a period of thirty (30) days
      after written notice hereof by Landlord to Tenant; provided, however, that
      if the nature of the  Tenant's  default is such that more than thirty (30)
      days is required to cure the  default  and if Tenant  commences  such cure
      within said thirty (30) day period and  thereafter  diligently  prosecutes
      such cure to completion, the cure period shall be extended accordingly.

20.4  The  making  by Tenant  of any  general  arrangement  for the  benefit  of
      creditors; or the filing by or against Tenant of a petition to have Tenant
      adjudged  bankrupt,  (unless,  in the  case of a  petition  filed  against
      Tenant,  the same is dismissed within sixty (60) days); or the appointment
      of a trustee or a receiver  to take  possession  of  substantially  or all
      Tenant's  interests  in this Lease,  where  possession  is not restored to
      Tenant  within thirty (30) days; or the  attachment,  execution,  or other
      judicial  seizure of  substantially  all of Tenant's assets located at the
      Premises,  or of Tenant's interest in this Lease where such seizure is not
      discharged in thirty (30) days.

                               REMEDIES IN DEFAULT

21.1  In the event of any such default or breach by Tenant,  Landlord may at any
      time  thereafter,  with or without  notice or demand and without  limiting
      Landlord in the exercise of a right or remedy  which  Landlord may have by
      reason of such default or breach.

21.2  Terminate  Tenant's  right to  possession  of the  Premises  by any lawful
      means,  in  which  case  this  Lease  shall  terminate  and  Tenant  shall
      immediately  surrender  possession  of the Premises to  Landlord.  In such
      event  Landlord  shall be  entitled  to recover  from  Tenant all  damages
      incurred by reason of Tenant's default including,  but not limited to, the
      cost of  recovering  possession  of the  Premises,  expenses of reletting,
      including necessary renovation and alteration of the Premises,  the worth,
      at the time of award by the  court  having  jurisdiction  thereof,  of the


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      amount of such unpaid rent and other  charges and  adjustments  called for
      herein  for the  balance  of the term,  and that  portion  of any  leasing
      commission  paid by Landlord and  applicable to the unexpired term of this
      Lease.  Unpaid installments of rent or other sums shall bear interest from
      the date due at the rate o judicial interest at the time; or,

21.3  Maintain  Tenant's  right to  possession,  in which case this Lease  shall
      continue  in  effect  whether  or not  Tenant  shall  have  abandoned  the
      Premises.  In such event  Landlord shall be entitled to enforce all of the
      Landlords  rights and remedies  under this Lease,  including  the right to
      recover the rent and any other charges and  adjustments  as may become due
      hereunder; or,

21.4  Pursue any other remedy now or hereafter  available to Landlord  under the
      laws or judicial decisions of the State in which the Premises are located.

                               DEFAULT BY LANDLORD

22.   Landlord  shall  not  be in  default  unless  Landlord  fails  to  perform
      obligations  required under this Lease to be performed by Landlord  within
      thirty (30) days after  written  notice by Tenant to Landlord,  specifying
      wherein Landlord has failed to perform such obligation; provided, however,
      that if the nature of Landlords  obligations is such that more than thirty
      (30) days are  required  for  performance  then  Landlord  shall not be in
      default if  Landlord  commences  performance  within  such thirty (30) day
      period and thereafter diligently prosecutes the same to completion.

                                 RECONSTRUCTION

23.1  In the event the Premises  are damaged by fire or other perils  covered by
      extended insurance coverage, Landlord agrees to forthwith repair same, and
      this Lease shall remain in full force and effect, except that Tenant shall
      be  entitled  to a  proportionate  reduction  of the Base Rent,  operating
      expenses  and  amortization  of Tenant  finish from the date of damage and
      while such  repairs are being made,  such  proportionate  reduction  to be
      based upon the extent to which the damage and making of such repairs shall
      reasonably  interfere  with the  business  carried on by the Tenant in the
      Premises.  If the  damage is due to the fault or  neglect of the Tenant or
      its employees,  there shall be no abatement of rent. Anything hereinbefore
      to the contrary  notwithstanding,  if it is reasonably  anticipated  that,
      even though undertaken and pursued with all due diligence, it will require
      more  than  ninety  (90) days to  repair  the  damaged  area,  Tenant  may
      terminate this Lease as of the date of such Casualty by notice to Landlord
      within thirty (30) days after the occurrence.  In addition,  if the damage
      occurs  during the last 12 months of the term and Tenant does not elect to
      exercise its right to renew the term as provided herein,  either party may
      elect to terminate  this Lease by notice to the other given within  thirty
      (30) days after the occurrence of the damage.

23.2  In the event the  Premises are damaged as a result of any cause other than
      the perils covered by fire and extended insurance coverage,  then Landlord
      shall  forthwith  repair same,  provided the extent of the  destruction is
      less than ten percent (10%),  of the full  replacement  cost. If more than
      ten percent (10%) of the full  replacement  cost then Landlord  shall have
      the option; (1) to repair or restore such damage, and provided repairs are
      completed  within ninety (90) days, this Lease will continue in full force
      and  effect,  but  the  Base  Rent  will  be  proportionately  reduced  as
      hereinabove  in this Article,  provided if Landlord does not notify Tenant
      within thirty (30) days that the premises  will be restored,  either party
      can  terminate  at any time  within  sixty (60) days  after  such  damage,
      terminating  this Lease as of the date specified in such notice,  in which
      case  this  Lease  shall  expire  and all  interest  of the  Tenant in the
      Premises  shall  terminate on the date so specified in such notice and the
      Base Rent, reduced by a proportionate  reduction based upon the extent, if
      any, to which such damage  interfered with the business  carried on by the
      Tenant in the Premises, shall be paid up to date of said termination.

23.3  Landlord  shall  not be  required  to repair  any  damage by fire or other
      cause,   or  to  make  any  repairs  or   replacements  of  any  leasehold
      improvement, fixtures, or other personal property of Tenant, except to the
      extent  any  such  leasehold  improvements  were  originally  paid  for by
      Landlord.

                                 EMINENT DOMAIN


                                       7
<PAGE>

24.   If any part of the Premises shall be taken or  appropriated  by any public
      or quasi-public  authority under the power of eminent domain, either party
      hereto shall have the right,  at its option,  within sixty (60) days after
      said taking,  to terminate  this Lease upon thirty (30) days after written
      notice. If any part of the Premises are taken (and neither party elects to
      terminate as herein  provided),  the Rent  thereafter  to be paid shall be
      equitably  reduced.  If any  part of the  Office  complex  other  than the
      Premises  are so taken or  appropriated,  Landlord or Tenant  shall within
      sixty (60) days of said taking  have the right at its option to  terminate
      this Lease upon  written  notice to the other  party.  In the event of any
      taking or appropriation whatsoever,  Landlord shall be entitled to any and
      all awards and/or  settlements which may be given and Tenant shall have no
      claim against  Landlord for the value of any unexpired term of this Lease;
      provided,  however, that Tenant shall be entitled to that portion, if any,
      of an award made to, or for the benefit of,  Tenant  specifically  for the
      loss of Tenant's business, or depreciation to and cost of removal of trade
      fixtures,  and the unamortized cost of leasehold  improvements paid for by
      Tenant.

                               TENANT'S STATEMENT

25.   Tenant shall at any time and from time to time,  upon not less than thirty
      (30) days prior written notice from Landlord,  execute,  acknowledge,  and
      deliver to Landlord a statement in writing (a) certifying  that this Lease
      is unmodified  and in full force and effect (or, if modified,  stating the
      nature of such  modification and certifying that this Lease as so modified
      is in full force and  effect),  and the date to which the rental and other
      charges are paid in advance,  if any and (b) acknowledging  that there are
      not,  to  Tenant's  knowledge,  any  uncured  defaults  on the part of the
      Landlord  hereunder,  or specifying such defaults if any are claimed,  and
      (c) setting forth the date of  commencement of rents and expiration of the
      term hereof.  Any such  statements  may be relied upon by any  prospective
      purchaser or  encumbrancer  of all or any portion of the real  property of
      which the Premises are a part.

                             PARKING & COMMON AREAS

26.1  The Landlord shall keep automobile  parking,  related  lighting and common
      areas in a neat, clean, and orderly condition.

26.2  Tenant,  for  the  use and  benefit  of  Tenant,  its  agents,  employees,
      customers,  licensees, and sub-tenants, shall have the non-exclusive right
      in common with  Landlord and other  present and future owners and tenants,
      and their  agents and  employees,  to use said  common and  parking  areas
      during  the entire  term of this  Lease,  or any  extension  thereof,  for
      ingress and egress, and automobile parking.

26.3  The Tenant, in the use of said common and parking areas,  agrees to comply
      with such  reasonable  rules and  regulations  for the  orderly and proper
      operation  of said  common and parking  areas.  Such rules may include but
      shall not be limited to the  following:  (1) the  restricting  of employee
      parking  to a  designated  area or areas;  and (2) the  regulation  of the
      removal, storage, and disposal of Tenant's refuse and other rubbish at the
      sole cost and expense of Tenant.

                                      SIGNS

27.   Tenant, at its expense and with the Landlord's prior written authorization
      and approval as to size, design, and configuration may place a sign on the
      exterior of the Building. Said sign must conform with all sign ordinances.
      Tenant  shall have the right to  building  signage on the  exterior of the
      Premises. DISPLAYS

28.   The Tenant may not display or sell merchandise  from the Premises.  Tenant
      shall not install any exterior lighting,  amplifiers,  or similar devices,
      or use in or about the Premises any advertising  medium which may be heard
      or seen  outside  the  Premises,  such as flashing  lights,  searchlights,
      loudspeakers, phonographs, or radio broadcasts.

                                     AUCTION


                                       8
<PAGE>

29.   Tenant, without the consent of Landlord, shall not conduct or permit to be
      conducted any sale by auction in, upon, or from the Premises, whether said
      auction be  voluntary,  involuntary,  pursuant to any  assignment  for the
      payment of creditors,  or pursuant to any  bankruptcy or other  insolvency
      proceeding.

                               GENERAL PROVISIONS

30.1  Exhibits and addenda, if any, affixed to this Lease are a part hereof.

30.2  Waiver. The waiver by Landlord of any term, covenant,  or condition herein
      contained  shall not be deemed to be a waiver of any subsequent  breach of
      the same or any other term, covenant,  or condition herein contained.  The
      subsequent acceptance of rent hereunder by Landlord shall not be deemed to
      be a waiver of any preceding default by Tenant of any term,  covenant,  or
      condition  of this Lease,  other than the failure of the Tenant to pay the
      particular rental so accepted  regardless of Landlord's  knowledge of such
      preceding default at the time of the acceptance of such rent.

30.3  Validity  and  Enforcement  of Lease.  In the event any  provision in this
      Lease  is  held  invalid  by any  court  of  competent  jurisdiction,  the
      remaining  provisions  in this Lease shall be deemed  severable  and shall
      remain in full force and  effect.  Either  party may,  at its  option,  in
      addition  to any of the  rights  given  by  this  indenture,  enforce  any
      provision of the laws of the State of Nebraska or of the United  States of
      America  governing  the  relation  of Landlord  and Tenant,  with the same
      effect  as  though  the  right  to  enforce  such  provision  were  herein
      specifically set forth.

30.4  Section  Headings.  Section headings are for convenience  only, and do not
      define,  limit,  or costume the  contents of the various  articles in this
      Lease.

30.5  Time.  Time  is of the  essence  of this  Lease  and  each  and all of its
      provisions in which performance is a factor.

30.6  Successors  and Assigns.  The covenants and conditions  herein  contained,
      subject to the provisions as to  assignment,  apply to and bind the heirs,
      successors, executors, administrators, and assigns of the parties hereto.

30.7  Quiet  Possession.  Upon Tenant  paying the rent  reserved  hereunder  and
      observing and performing all of the covenants,  conditions, and provisions
      on Tenant's part to be observed and performed hereunder, Tenant shall have
      Quiet  Possession  of the Premises for the entire term hereof,  subject to
      all the provisions of this Lease.

30.8  Non-disturbance.  In the event that  financing is now existing or obtained
      hereafter  on  the  Building,  Landlord  will  provide  a  non-disturbance
      agreement mutually acceptable to Tenant.

30.9  Prior Agreements. This Lease contains all of the agreements of the parties
      hereto with respect to any matter covered or mentioned in this Lease,  and
      no prior agreements or understandings pertaining to any such matters shall
      be effective for any purpose. No provision of this Lease may be amended or
      added to this Lease  except by an  agreement  in writing and signed by the
      parties  hereto or their  respective  successors  in interest.  This Lease
      shall not be  effective  or binding on any party  until  executed  by both
      parties hereto.

30.10 Inability  to  Perform.  This  Lease  and the  obligations  of the  Tenant
      hereunder  shall not be  effective  or impaired  because  the  Landlord is
      unable to fulfill any of its obligations  hereunder or is delayed in doing
      so, if such  inability  or delay is caused  by  reason  of  strike,  labor
      troubles, acts of God, or any other cause beyond the reasonable control of
      the Landlord.

30.11 Cumulative  Remedies.  No remedy  or  election  hereunder  shall be deemed
      exclusive  but shall,  wherever  possible,  be  cumulative  with all other
      remedies at law or in equity.

30.12 Choice of Law.  This Lease  shall be  governed by the laws of the State of
      Nebraska.

30.13 Attorney's  Fees.  In the event of any  action or  proceeding  brought  by
      either party against the other under this Lease the prevailing party shall
      be entitled to recover for the  reasonable  fees of its  attorneys in such


                                       9
<PAGE>

      action or proceeding, including costs of appeal, if any, in such amount as
      the court may adjudge reasonable as attorney's fees.

30.14 Sale of Premises by Landlord.  In the event of any  bona-fide  sale of the
      Premises by Landlord for value,  Landlord shall be and is hereby  entirely
      freed  and  relieved  from all  liability  under any  provision  contained
      herein, arising out of any act, occurrence of omission occurring after the
      consummation  of  such  sale;  and  the  purchaser,  at  such  sale or any
      subsequent  sale of the  Premises  shall be  deemed  without  any  further
      agreement  between the parties or their  successors in interest or between
      the parties and any such  purchaser,  to have  assumed and agreed to carry
      out any and all of the covenants  and  obligations  of the Landlord  under
      this Lease, arising from and after the consummation of such sale.

30.15 In the event any proceedings are brought for foreclosure,  or in the event
      of the  exercise of the power of sale under any  mortgage or deed of trust
      made by the Landlord covering the Premises, the Tenant shall attorn to the
      purchaser  upon any such  foreclosure or sale and recognize such purchaser
      as the Landlord under this Lease,  provided that such purchaser recognizes
      Tenant's rights under this Lease.

30.16 The  provisions  of this Article to the contrary  notwithstanding,  and so
      long as Tenant is not in default hereunder this Lease shall remain in full
      force and effect for the full term hereof

30.17 Notices.  All notices and demands  which are  required or  permitted to be
      given either party by the other hereunder shall be in writing and shall be
      sent by  United  States  Mail,  certified  with  return  receipt,  postage
      prepaid,  addressed  to the  Tenant at the  Premises,  and to the  address
      herein  below,  or such other  address as Tenant may  designate by written
      notice to  Landlord.  A copy of such notice to Tenant must also be sent to
      Tenant at the following address:

                                   iSECUREtrac
                             5078 South 111th Street
                                 Omaha, NE 68137

      All  notices and  demands by the Tenant to the  Landlord  shall be sent by
      United  States  Mail,  certified  with return  receipt,  postage  prepaid,
      addressed to the  Landlord at the address set forth  herein (said  address
      may be changed from time to time by notice from  Landlord to Tenant),  and
      to such  other  person  or place  as the  Landlord  may from  time to time
      designate in a notice to the Tenant.

30.18 It is  further  understood  that if more  than one  join in the  execution
      hereof, their liability will be joint and several.

30.19 Change in Lease. The making, execution, and delivery of this Lease has not
      been induced by any representation,  statement,  warranties, or agreements
      other than those herein expressed.

30.20 Ownership Position. Any ownership interest or incident of ownership in the
      Premises is not a  consideration  or  inducement  in the execution of this
      Lease or in the establishment of any of the terms and conditions herein.

30.21 Landlord's Right to Place "For Sale" or "For Rent" Sign. The Tenant hereby
      grants unto the Landlord or his Agent,  the right to place a "For Sale" or
      "For Rent" sign on or in the Leased  Premises any time the Tenant  vacates
      the Leased Premises,  or at any time there is evidence that the Tenant has
      ceased to conduct business in or on the Leased Premises.

30.22 Tenant Subordinations. Tenant's leasehold interest shall be subordinate to
      the  lien of any  present  or  future  mortgage  or  trust  deed  upon the
      Premises,  and Tenant will execute any  documents  required by Landlord to
      acknowledge such subordination,  provided, however, that any such mortgage
      or trust deed shall contain  nondisturbance  provisions  whereby  Tenant's
      leasehold  interest  shall survive any sale or deed in lieu of foreclosure
      order any such mortgage or trust deed.

30.23 Consent.  Wherever  Landlord's  consent is required in this Lease,  unless
      otherwise  specifically  stated,  the  consent  shall not be  withheld  or
      delayed unreasonably.


                                       10
<PAGE>

30.24 Late Charge. Tenant hereby acknowledges late payment by Tenant to Landlord
      of rent or other sums due hereunder will cause Landlord to incur costs not
      contemplated  by this Lease,  the exact  amount of which will be extremely
      difficult  to  ascertain.  Such costs  include,  but are not  limited  to,
      processing and accounting  charges,  and late charges which may be imposed
      upon  Landlord  by  terms  of any  mortgage  or trust  deed  covering  the
      Premises.  Accordingly,  if any  installment  of rent or any sum due  from
      Tenant  shall not be received by Landlord or  Landlord's  designees by the
      5th of the month in which same is due,  Tenant  shall pay  Landlord a late
      charge  equal to five percent  (5%) of such  overdue  amount.  The parties
      hereby  agree  that  such late  charges  represent  a fair and  reasonable
      estimate  of the cost  that  Landlord  will  incur by  reason  of the late
      payment by Tenant.  Acceptance of such late charges by the Landlord  shall
      in no event  constitute a waiver of Tenant's  Default with respect to such
      overdue amount, nor prevent Landlord from exercising any of the rights and
      remedies granted hereunder.

30.25 Security Deposit.  Tenant shall be required to provide Landlord a security
      deposit equal to first and last months rent,  equal to Eight Thousand Four
      Hundred  Sixty Four Dollars and 28/100  ($8464.28)  in lawful money of the
      United States of America at the time of executing this lease agreement.

30.26 Renewal  Option.  There  will be one (1)  three  (3) year  renewal  option
      following the initial lease term.  The renewal option must be exercised in
      writing 180 days prior to the end of the Initial  Lease Term.  The renewal
      rate will be at the market rate of similar  space in the Omaha  market not
      to exceed three percent annual  increases.

30.27 Security.  Tenant shall have the right to install its own security for the
      Premises.

30.28 Electrical  Capacity.  Landlord  shall  provide at least six  watts/rsf of
      electrical capacity to the premises, exclusive of HVAC and lighting.

30.29 Antenna. Subject to any governing laws, rules and ordinances,  Tenant will
      have  the  right to  install,  at its own  expense,  a  receiving  antenna
      including  any ancillary  equipment or conduits to the  telecommunications
      entrance  of the  Premises.  Such  antenna  shall be  limited to a maximum
      height  of 60 from  the  ground.  Any  installation  shall be  subject  to
      Landlord's  approval as to the size, design,  installation and appearance.
      Such approval shall not be unreasonable withheld or delayed.

30.30 Brokerage  Fees:  The broker for the Tenant,  Lund Company,  shall receive
      from Landlord a three percent (3%) commission  based on the gross value of
      the lease.

LANDLORD:                                  TENANT:

5104 LLC                                   iSECUREtrac

By: /s/ Rick L. Scott                      By: /s/ David G. Vana
-------------------------                   -------------------------
Rick L. Scott                                  David G. Vana

Address:143O1FNB Pkwy
Omaha, NE 68154
Telephone No.: 402/334-8877                Telephone No. 866-537-0022
Date:                                      Date:
     ----------------------                     ---------------------


                                       11
<PAGE>

                               PERSONAL GUARANTEE
                               ------------------

      The  undersigned  hereby  unconditionally  guarantee unto the Landlord the
      payment  of rent and the  performance  of all of the  covenants  under the
      Lease by the Tenant,  iSECUREtrac,  and hereby waive notice of any default
      under the Lease and agree that this  liability  shall not be  released  or
      affected by an extension of time form payment or by any forbearance by the
      Landlord.

      This  Personal  Guarantee  shall  expire on  November  1, 2006 if  Tenant,
      iSECUREtrac, is current and has not been late with any monthly charges.

                                          /s/ Roger J. Kanne
                                          --------------------------------------
                                          Roger J. Kanne


                                          1311 Amy Avenue
                                          ---------------
                                          Address

                                          Carroll, Iowa 51401
                                          -------------------