EXHIBIT 10.12
                            DEBT CONVERSION AGREEMENT

      This Debt Conversion Agreement (the "Agreement") is made as of 28th day of
December,  2004 by and between  iSecuretrac  Corp., a Delaware  corporation (the
"Company"), and Martin Halbur (the "Debt Holder").

                                    RECITALS

      A.  The  Debt  Holder  is  the  holder  of  one or  more  liabilities  and
obligations  of the  Company  which is  described  in  Schedule  1  hereto  (the
"Obligations").  The  outstanding  balance and  accrued  interest of each of the
Obligations is set forth in Schedule 1.

      B. In order to facilitate the Company's ability to raise additional equity
capital,  the Debt Holder and the Company desire to convert the entire principal
balance of the Obligations, but not the accrued interest thereon, into shares of
the Company's  Common Stock, par value ($0.01) per share (the "Common Stock") on
the terms and  conditions  set forth herein and, in connection  therewith to (i)
cancel and forgive the accrued  interest on the  Obligations,  (ii)  release all
claims held by the Debt Holder with respect to the  Obligations  and the payment
of  principal  and  interest  thereon,  and (iii) effect the release any and all
security  interests,  liens and other  encumbrances on the assets of the Company
held by the Debt Holder as security for the Obligations.

      NOW,  THEREFORE,  in consideration of the mutual promises set forth herein
and of other good and valuable  consideration,  the receipt and  sufficiency  of
which is hereby acknowledged,  the parties hereto, intending to be legally bound
hereby, do agree as follows:

                                    AGREEMENT

1. Conversion of Obligations, Forgiveness of Interest and Release of Security.

      1.1 Conversion of Obligations into Common Stock.  Subject to the terms and
conditions  of this  Agreement,  at the Closing (as defined  herein) Debt Holder
agrees to cancel  and  terminate  the  Obligations  and to  convert  the  entire
outstanding principal balance of the Obligations (which amounts are set forth in
Schedule  1  hereto)  into  shares  of  Common  Stock at a  conversion  price of
twenty-three  cents ($0.23) per share. In addition,  the Debt Holder agrees that
all accrued and unpaid interest on the Obligations  through the Closing shall be
cancelled and forgiven at the Closing. By converting the Obligations into Common
Stock,  and  cancelling  and  forgiving  the interest  thereon,  the Debt Holder
acknowledges and agrees that the Obligations will be cancelled and terminated in
all  respects  and for all  purposes  and that the Debt Holder will be deemed to
have released all claims held by the Debt Holder with respect to the Obligations
and the payment of principal and interest thereon.

      1.2 Release of Security  Interests.  As a condition to the issuance of the
shares of Common Stock in conversion of the Obligations at Closing,  Debt Holder
hereby cancels,  terminates and releases any and all security  interests,  liens
and  other  encumbrances  held by or for the  benefit  of the Debt  Holder  with
respect to the Obligations in or on the assets,  rights or other property of the
Company, including,  without limitation, all security interests, liens and other
encumbrances on the patents,  trademarks and other intellectual  property rights
of the Company (collectively,  the "Security Interests").  Debt Holder agrees to


<PAGE>

execute and deliver such instruments and documents (including UCC-3 filings) and
take such other action as may be necessary to affect the complete release of all
Security Interests.

      1.3  General  Release.  It is the  intention  of  the  parties  hereto  in
executing this  instrument that the same shall be effective as a bar to each and
every claim, demand and cause of action, known or unknown as of the date hereof,
relating to the Obligations.  The Debt Holder expressly  consents that the above
release  shall be given full force and effect  according  to each and all of its
express terms and  provisions,  including as well those  relating to the unknown
and unsuspected claims, demands and causes of action hereinabove specified.

      1.4 Closing; Deliveries.

      (a) The conversion of the  Obligations  into Common Stock shall take place
at a closing  (the  "Closing")  to be held in the offices of the  Company,  5078
South 111th Street,  Omaha,  Nebraska,  at 10:00 a.m. local time on December 31,
2004.

      (b) At the  Closing,  the  Company  shall  deliver  to the  Debt  Holder a
certificate  representing  the shares of Common Stock being issued in conversion
of the Obligations.

      (c) At the Closing, Debt Holder shall deliver to the Company:

            (i) each of the notes or other documents  evidencing the Obligations
      listed in Schedule 1 which shall be marked as "Cancelled"; and

            (ii) such  instruments and documents  (including  UCC-3 filings) and
      take such other action as may be necessary to effect the full and complete
      release of all Security Interests.

2.  Representations and Warranties of the Company. The Company hereby represents
and warrants to Debt Holder that:

      2.1  Organization,  Good  Standing  and  Qualification.  The  Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite  corporate power and authority to
carry on its business. The Company is duly qualified to transact business and is
in good standing in each  jurisdiction  in which the failure so to qualify would
have a material adverse effect on its business or properties.

      2.2  Authorization.  All corporate action on the part of the Company,  its
officers, directors and shareholders necessary for the authorization,  execution
and  delivery of this  Agreement,  the  performance  of all  obligations  of the
Company hereunder and thereunder and the authorization, issuance and delivery of
the shares of Common  Stock at Closing  has been taken or will be taken prior to
the Closing.

      2.3 Valid  Issuance of Shares.  The shares of Common  Stock,  when issued,
sold and  delivered in  accordance  with the terms hereof for the  consideration
expressed herein, will be duly and validly issued,  fully paid and nonassessable
and free of restrictions  on transfer other than  restrictions on transfer under
Section 3.5 and applicable federal and state securities laws. Based in part upon
the representations of the Debt Holder in this Agreement,  the Common Stock will
be issued in compliance with all applicable federal and state securities laws.


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<PAGE>

3.  Representations  and  Warranties  of the Debt  Holder.  Debt  Holder  hereby
represents and warrants to the Company that:

      3.1  Authorization.  The Debt Holder has full power and authority to enter
into  this  Agreement.  All  corporate  or other  action on the part of the Debt
Holder, and if applicable, its officers, directors, shareholders and/or partners
necessary for the authorization,  execution and delivery of this Agreement,  and
the  performance of all  obligations of Debt Holder  hereunder has been taken or
will be taken prior to the Closing. This Agreement,  when executed and delivered
by Debt Holder,  will constitute  valid and legally binding  obligations of Debt
Holder,  enforceable  in  accordance  with  their  terms,  except as  limited by
applicable  bankruptcy,  insolvency,   reorganization,   moratorium,  fraudulent
conveyance,  or any other laws of general application  affecting  enforcement of
creditors rights generally,  and as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.

      3.2  Acquiring  Shares  Entirely  for  Own  Account.  Debt  Holder  hereby
represents that the shares of Common Stock to be issued to Debt Holder hereunder
will be acquired for investment for Debt Holder's own account,  not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof,
and that Debt Holder has no present  intention of selling the same. By executing
this  Agreement,  Debt  Holder  further  represents  that Debt  Holder  does not
presently  have any contract,  undertaking,  agreement or  arrangement  with any
person to sell to any of the shares of Common Stock to be issued hereunder.

      3.3 Accredited Investor.  Debt Holder is an accredited investor as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act and has such
knowledge  and  experience  in financial  and business  matters to be capable of
evaluating the risks and merits of the shares of Common Stock.

      3.4 Disclosure of Information.  The Debt Holder,  if not an officer of the
Company,  has  (i)  had  an  opportunity  to  discuss  the  Company's  business,
management,  financial  affairs and the terms and  conditions of the issuance of
the shares of Common Stock  hereunder  with the Company's  management;  (ii) not
been  offered  shares  of  Common  Stock by any form of  advertisement,  notice,
article or other solicitation, whether broadcast over television, radio, seminar
or Internet,  and (iii) relied in making its investment decision exclusively the
foregoing  investigation and on the representations and warranties  contained in
this Agreement.

      3.5 Restricted Stock.

      (a) The Debt  Holder  understands  that  issuance  of the shares of Common
Stock to the Debt Holder has not been  registered  under the  Securities  Act of
1933, as amended (the "Securities  Act"), by reason of a specific exemption from
the  registration  provisions of the  Securities  Act which depends upon,  among
other things,  the bona fide nature of the investment intent and the accuracy of
the  Debt  Holder's   representations  as  expressed  herein.  The  Debt  Holder
understands  that the shares of Common Stock are "restricted  securities"  under
applicable U.S.  federal and state  securities laws and that,  pursuant to these
laws, Debt Holder must hold the shares of Common Stock indefinitely  unless they
are  registered  with the  Securities  and Exchange  Commission and qualified by
state  authorities,  or an exemption from such  registration  and  qualification
requirements  is  available.  The Debt Holder  further  acknowledges  that if an
exemption from registration or qualification is available, it may be conditioned
on various  requirements  including,  but not limited to, the time and manner of
sale,  the holding  period for the shares of Common Stock,  and on  requirements


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<PAGE>

relating to the Company  which are outside of such Debt  Holder's  control,  and
which the Company is under no obligation and may not be able to satisfy.

      (b)  Notwithstanding  the  paragraph  (a) of this Section 3.5, the Company
will enter into a registration  rights agreement relating to the registration of
the shares of its Common Stock issued to the Debt Holder under which the Company
will agree to register,  at the Company's  expense,  such Common Stock under the
Securities Act for resale by the Debt Holder.

      3.6 Legend.  The Debt Holder  understands  that the shares of Common Stock
will bear a legend required by the Securities Act or by the Blue Sky laws of any
state to the extent such laws are  applicable to the shares  represented  by the
certificate  so legended.  The Company may  instruct  its transfer  agent not to
register  the  transfer  of any  shares of Common  Stock  until and  unless  the
conditions specified in the legend is satisfied.

4.  Conditions of the Debt Holder's  Obligations at Closing.  The obligations of
Debt Holder to the Company under this Agreement are subject to the fulfilment on
or before the  Closing of each of the  following  conditions,  unless  otherwise
waived:

      4.1 Representations and Warranties.  The representations and warranties of
the Company  contained  in Section 2 shall be true and  correct in all  material
respects  on  and as of  the  Closing  with  the  same  effect  as  though  such
representations  and  warranties  had  been  made  on and as of the  date of the
Closing.

      4.2  Performance.  The Company  shall have  performed  and complied in all
material  respects with all covenants,  agreements,  obligations  and conditions
contained in this  Agreement  that are required to be performed or complied with
by it on or before the Closing.

      4.3 Qualifications.  All authorizations,  approvals or permits, if any, of
any  governmental  authority or  regulatory  body of the United States or of any
state that are required in connection  with the lawful issuance of the shares of
Common Stock  pursuant to this  Agreement  shall be obtained and effective as of
the Closing.

5.  Conditions of the Company's  Obligations at Closing.  The obligations of the
Company to Debt Holder under this  Agreement are subject to the fulfilment on or
before the Closing of each of the following conditions, unless otherwise waived:

      5.1 Representations and Warranties.  The representations and warranties of
the Debt  Holder  contained  in Section 3 shall be true and correct on and as of
the Closing with the same effect as though such  representations  and warranties
had been made on and as of the Closing.

      5.2  Performance.  All covenants,  agreements and conditions  contained in
this  Agreement to be performed by Debt Holder on or prior to the Closing  shall
have been performed or complied with in all material respects.

      5.3 Qualifications.  All authorizations,  approvals or permits, if any, of
any  governmental  authority or  regulatory  body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
shares  of  Common  Stock  pursuant  to this  Agreement  shall be  obtained  and
effective as of the Closing.

6. Miscellaneous.


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<PAGE>

      6.1 Further Actions. The Company and Debt Holder agree that in case at any
time after the Closing any further action is necessary or desirable to carry out
the  purposes  of this  Agreement,  each of the  parties  hereto  will take such
further action (including without limitation, the execution and delivery of such
further  instruments  and  documents)  as any other party hereto may  reasonably
request.

      6.2 Survival of Warranties.  Unless otherwise set forth in this Agreement,
the  warranties,  representations  and  covenants of the Company and Debt Holder
contained in or made pursuant to this Agreement  shall survive the execution and
delivery  of this  Agreement  and  the  Closing  for a  period  of one (1)  year
following the Closing.

      6.3 Transfer;  Successors  and Assigns.  The terms and  conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
implied,  is intended to confer upon any party other than the parties  hereto or
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

      6.4 Governing Law. This Agreement and all acts and  transactions  pursuant
hereto and the rights and  obligations  of the parties hereto shall be governed,
construed and  interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law.

      6.5  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

      6.6 Titles and Subtitles.  The titles and subtitles used in this Agreement
are used for  convenience  only and are not to be  considered  in  construing or
interpreting this Agreement.

      6.7 Notices.  Any notice  required or permitted by this Agreement shall be
in  writing  and  shall be  deemed  sufficient  upon  delivery,  when  delivered
personally  or by overnight  courier or sent by telegram or fax, or  forty-eight
(48) hours after being  deposited in the U.S.  mail,  as certified or registered
mail,  with  postage  prepaid,  addressed  to the party to be  notified  at such
party's address as set forth on the signature page, or as subsequently  modified
by written  notice,  and if to the  Company,  5078 South  111th  Street,  Omaha,
Nebraska, 68137.

      6.8  Attorney's  Fees.  If  any  action  at law  or in  equity  (including
arbitration)  is  necessary  to  enforce or  interpret  the terms of any of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary  disbursements in addition to any other relief to which such
party may be entitled.

      6.09 Amendments and Waivers.  Any term of this Agreement may be amended or
waived only with the written  consent of the  Company and the Debt  Holder.  Any
amendment  or waiver  affected in  accordance  with this  Section  6.09 shall be
binding  upon the Debt  Holder and each  transferee  of the Common  Stock,  each
future holder of all such securities, and the Company.

      6.10 Severability. If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable law, the parties agree to renegotiate  such
provision in good faith.  In the event that the parties  cannot reach a mutually
agreeable  and  enforceable  replacement  for  such  provision,  then  (a)  such


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<PAGE>

provision  shall  be  excluded  from  this  Agreement,  (b) the  balance  of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.

      6.11 Delays or  Omissions.  No delay or  omission  to exercise  any right,
power or remedy accruing to any party under this  Agreement,  upon any breach or
default of any other party under this  Agreement,  shall  impair any such right,
power or remedy of such  non-breaching or  non-defaulting  party nor shall it be
construed  to be a waiver of any such  breach  or  default,  or an  acquiescence
therein,  or of or in any similar breach or default  thereafter  occurring;  nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default  theretofore  or  thereafter  occurring.  Any waiver,  permit,
consent or  approval  of any kind or  character  on the part of any party of any
breach or default under this  Agreement,  or any waiver on the part of any party
of any provisions or conditions of this Agreement,  must be in writing and shall
be effective  only to the extent  specifically  set forth in such  writing.  All
remedies,  either under this  Agreement  or by law or otherwise  afforded to any
party, shall be cumulative and not alternative.

      6.12 Entire  Agreement.  This Agreement  constitutes the entire  agreement
between the parties hereto pertaining to the subject matter hereof,  and any and
all other  written or oral  agreements  relating  to the subject  matter  hereof
existing between the parties hereto are expressly cancelled.

      6.13  Third  Party  Beneficiaries.  Except  as  specifically  provided  in
Sections 6.3 and 6.09 hereof, no provision of this Agreement is intended for the
benefit of any party other than the parties hereto.

      IN  WITNESS  WHEREOF,  the  parties  have  executed  this Debt  Conversion
Agreement as of the date first written above.


                                       DEBT HOLDER


                                       /s/ Martin Halbur
                                       -----------------------------------------
                                       Martin Halbur


                                       ISECURETRAC CORP.


                                       /s/ David G. Vana
                                       -----------------------------------------
                                       David G. Vana
                                       Chief Financial Officer


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<PAGE>



                                   Schedule 1

<TABLE>
<CAPTION>

                                   Principal     Interest    Origination    Maturity       Accrued
           Account Name           at 12/28/04      Rate          Date         Date        Interest
-------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>         <C>           <C>             <C>
Investor Loan - Martin Halbur      $75,000        10.00%      11/02/01      11/02/02        $1,829
</TABLE>