SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT (this "Agreement")
      is
      entered into as of November 10, 2008 by and among each of the signatories
      party hereto (including any permitted successors and assigns, the "Debtor")
      and
      CRESTPARK LP, INC. (the "Lender")
      on
      behalf of itself and its Affiliates (the "Secured
      Party").

     

    PRELIMINARY
      STATEMENT

     

    ISECURETRAC
      CORP. (the "Borrower")
      and
      the Lender are entering into a Loan Agreement dated as of November 10, 2008
      (as it may be amended, supplemented, restated or modified from time to time,
      the
      "Loan
      Agreement").
      The
      Debtor is entering into this Agreement in order to, among other things, induce
      the Lender to enter into and extend credit to the Borrower under the Equipment
      Term Loan (as defined herein) made under the Loan Agreement.

     

    ACCORDINGLY,
      the Debtor and the Secured Party hereby agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    1.1 Terms
      Defined in Loan Agreement.
      All
      capitalized terms used herein and not otherwise defined shall have the meanings
      assigned to such terms in the Loan Agreement.

     

    1.2 Terms
      Defined in Texas Uniform Commercial Code.
      Terms
      defined in the Texas Uniform Commercial Code which are not otherwise defined
      in
      this Agreement are used herein as defined in the Texas Uniform Commercial Code
      as in effect on the date hereof.

     

    1.3 Definitions
      of Certain Terms Used Herein.
      As used
      in this Agreement, in addition to the terms defined in the Preliminary
      Statement, the following terms shall have the following meanings:

     

    "Article"
      means a
      numbered article of this Agreement, unless another document is specifically
      referenced.

     

    "Collateral"
      means
      all Equipment that is purchased with the proceeds of the Equipment Term Loan,
      and such Equipment to the extent it constitutes Inventory, wherever located,
      in
      which the Debtor now has or hereafter acquires any right or interest, and the
      Proceeds, insurance Proceeds and products thereof, together with all books
      and
      records, customer lists, credit files, software, computer files, programs,
      printouts and other computer materials and records related thereto; provided,
      however,
      that to
      the extent the Debtor obtains Permanent Equipment Financing with respect to
      any
      item of Equipment, such Equipment shall no longer be Collateral
      hereunder..

    
       
"Dispute"
      means any action, dispute, claim or controversy of any kind, whether in contract
      or tort, statutory or common law, legal or equitable, now existing or hereafter
      arising under or in connection with, or in any way pertaining to, this Agreement
      and each other document, contract and instrument required hereby or now or
      hereafter delivered to the Secured Party in connection herewith, or any past,
      present or future extensions of credit and other activities, transactions or
      obligations of any kind related directly or indirectly to any of the foregoing
      documents, including without limitation, any of the foregoing arising in
      connection with the exercise of any self-help, ancillary or other remedies
      pursuant to any of the foregoing documents. 


    
      
        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

      

    

     

    "Equipment"
      means
      any "equipment", as such term is defined in Section 9.102(a)(33) of the
      UCC, now owned or hereafter acquired by the Debtor and, in any event, shall
      include, without limitation, all machinery, equipment, furnishings, fixtures
      and
      vehicles now owned or hereafter acquired by the Debtor and any and all
      additions, substitutions, and replacements of any of the foregoing, wherever
      located, together with all attachments, components, parts, equipment, and
      accessories installed thereon or affixed thereto.

     

    "Equipment
      Term Loan"
      means
      that certain term loan described in the Loan Agreement.

     

    "Inventory"
      means
      any "inventory", as such term is defined in Section 9.102(a)(48) of the
      UCC, now owned or hereafter acquired by the Debtor, and, in any event, shall
      include, without limitation, each of the following, whether now owned or
      hereafter acquired by the Debtor: (a) all goods and other personal property
      of the Debtor that are held for sale or lease or to be furnished under any
      contract of service, (b) all raw materials, work-in-process, finished goods,
      inventory, supplies, and materials of the Debtor, (c) all wrapping, packaging,
      advertising, and shipping materials of the Debtor, (d) all goods that have
      been
      returned to, repossessed by, or stopped in transit by the Debtor, and (e) all
      documents evidencing any of the foregoing.

     

    "Obligations"
      means
      all obligations, indebtedness, and liabilities of any Borrower, any guarantor
      and any other Obligated Party to the Lender or Affiliates of the Lender, or
      both
      under the Equipment Term Loan between the Borrower and the Lender, now existing
      or hereafter arising, whether direct, indirect, related, unrelated, fixed,
      contingent, liquidated, unliquidated, joint, several, or joint and several,
      including, without limitation, the obligations, indebtedness, and liabilities
      under this Agreement, the other Loan Documents, any cash management or treasury
      services agreements and all interest accruing thereon (whether a claim for
      post-filing or post-petition interest is allowed in any insolvency,
      reorganization or similar proceeding) and all attorneys' fees and other expenses
      incurred in the enforcement or collection thereof.

     

    "Proceeds"
      means
      any "Proceeds," as such term is defined in Section 9.102(a)(65) of the UCC
      and, in any event, shall include, but not be limited to, (a) any and all
      Proceeds of any insurance, indemnity, warranty, or guaranty payable to the
      Debtor from time to time with respect to any of the Collateral, (b) any and
      all
      payments (in any form whatsoever) made or due and payable to the Debtor from
      time to time in connection with any requisition, confiscation, condemnation,
      seizure, or forfeiture of all or any part of the Collateral by any Governmental
      Authority (or any person acting under color of Governmental Authority), and
      (c)
      any and all other amounts from time to time paid or payable under or in
      connection with any of the Collateral.

     

    "Schedule"
      refers
      to a specific schedule to this Agreement, unless another document is
      specifically referenced.


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    "Section"
      means a
      numbered Section of this Agreement, unless another document is specifically
      referenced.

     

    "Secured
      Obligations"
      means
      the Obligations, including without limitation any such Obligations incurred
      or
      accrued during the pendency of any bankruptcy, insolvency, receivership or
      other
      similar proceeding, whether or not allowed or allowable in such
      proceeding.

     

    "UCC"
      means
      the Uniform Commercial Code as in effect in the State of Texas, as the same
      has
      been or may be amended or revised from time to time, or, if so required with
      respect to any particular Collateral by mandatory provisions of applicable
      law,
      as in effect in the jurisdiction in which such Collateral is
      located.

     

    The
      foregoing definitions shall be equally applicable to both the singular and
      plural forms of the defined terms.

     

    ARTICLE
      II

     

    GRANT
      OF
      SECURITY INTEREST

     

    2.1 Security
      Interest.
      The
      Debtor hereby pledges, assigns and grants to the Secured Party, a security
      interest in all of the Debtor's right, title and interest in and to the
      Collateral to secure the prompt and complete payment and performance of the
      Secured Obligations; provided,
      however,
      that if
      any Collateral ceases to be Collateral, including as a result of the Debtor
      obtaining Permanent Equipment Financing for such Collateral, the Secured Party
      shall take all actions reasonably requested by the Debtor to terminate, and
      evidence the termination of, the Secured Party's security interest in such
      Collateral, including without limitation the execution, delivery and filing
      of
      any applicable release. If the security interest granted hereby in any rights
      of
      the Debtor under any contract included in the Collateral is expressly prohibited
      by such contract, then the security interest hereby granted therein nonetheless
      remains effective to the extent allowed by Article or Chapter 9 of the UCC
      or other applicable law but is otherwise limited by that
      prohibition.

     

    2.2 Debtor
      Remains Liable.
      Notwithstanding anything to the contrary contained herein, (a) the Debtor
      shall remain liable under the contracts and agreements included in the
      Collateral to the extent set forth therein to perform all of its respective
      duties and obligations thereunder to the same extent as if this Agreement had
      not been executed, (b) the exercise by the Secured Party of any of its
      rights hereunder shall not release the Debtor from any of its duties or
      obligations under the contracts and agreements included in the Collateral,
      and
      (c) the Secured Party shall not have any obligation or liability under any
      of the contracts and agreements included in the Collateral by reason of this
      Agreement, nor shall the Secured Party be obligated to perform any of the
      obligations or duties of the Debtor thereunder or to take any action to collect
      or enforce any claim for payment assigned hereunder.

     

    2.3 Authorization
      to File Financing Statements.
      The
      Debtor hereby irrevocably authorizes the Secured Party at any time and from
      time
      to time to file in any UCC jurisdiction any initial financing statements and
      amendments thereto that (a) indicate the Collateral (i) as described
      herein, regardless of whether any particular asset comprised in the Collateral
      falls within the scope of Article or Chapter 9 of the UCC, or (ii) as
      being of an equal or lesser scope or with greater detail, and (b) contain
      any other information required by subchapter E of Chapter 9 of the UCC
      for the sufficiency or filing office acceptance of any financing statement
      or
      amendment, including whether the Debtor is an organization, the type of
      organization and any organization identification number issued to the Debtor.
      The Debtor agrees to furnish any such information to the Secured Party promptly
      upon request.


    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    


    2.4 Purchase
      Money Security Interest.
      The
      security interest granted herein shall constitute a purchase money security
      interest under Section 9-324 of the UCC.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Debtor represents and warrants to the Secured Party that:

     

    3.1 Title,
      Authorization, Validity and Enforceability.
      The
      Debtor has good and valid rights in and title to the Collateral with respect
      to
      which it has purported to grant a security interest hereunder, free and clear
      of
      all Liens except for Liens permitted under Section 4.1.6,
      and has
      full power and authority to grant to the Secured Party the security interest
      in
      such Collateral pursuant hereto. The execution and delivery by the Debtor of
      this Agreement has been duly authorized by proper corporate or other
      proceedings, and this Agreement constitutes a legal, valid and binding
      obligation of the Debtor and creates a security interest which is enforceable
      against the Debtor in all now owned and hereafter acquired Collateral. When
      financing statements have been filed in the appropriate offices against the
      Debtor in the locations listed on Schedule 1,
      the
      Secured Party will have a fully perfected first priority security interest
      in
      that Collateral in which a security interest may be perfected by filing, subject
      only to Liens permitted under Section 4.1.6.

     

    3.2 Conflicting
      Laws and Contracts.
      Neither
      the execution and delivery by the Debtor of this Agreement, the creation and
      perfection of the security interest in the Collateral granted hereunder, nor
      compliance with the terms and provisions hereof will violate any law, rule,
      regulation, order, writ, judgment, injunction, decree or award binding on the
      Debtor or the Debtor's articles or certificate of incorporation, bylaws,
      articles of organization or operating agreement or other charter documents,
      as
      the case may be, the provisions of any indenture, instrument or agreement to
      which the Debtor is a party or is subject, or by which it, or its property,
      is
      bound, or conflict with or constitute a default thereunder, or result in the
      creation or imposition of any Lien pursuant to the terms of any such indenture,
      instrument or agreement (other than any Lien of the Secured Party).

     

    3.3 Principal
      Location.
      The
      Debtor's mailing address, and the location of its chief executive office and
      of
      the books and records relating to the Collateral, are disclosed in Schedule 2;
      the
      Debtor has no other places of business except those set forth in Schedule 2.

     

    3.4 Litigation.
      There
      is no litigation, investigation or governmental proceeding threatened against
      the Debtor or any of its properties which if adversely determined would have
      a
      Material Adverse Effect on the Collateral or the financial condition,
      operations, or business of the Debtor.


    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    3.5 No
      Other Names.
      The
      Debtor has not conducted business during the five years preceding the date
      of
      this Agreement under any name except the name in which it has executed this
      Agreement.

     

    3.6 No
      Default.
      No
      Default exists.

     

    3.7 No
      Financing Statements.
      No
      financing statement describing all or any portion of the Collateral which has
      not lapsed or been terminated naming the Debtor as debtor has been filed in
      any
      jurisdiction except (a) financing statements naming the Secured Party as
      the secured party, and (b) as permitted by Section 4.1.6.
      

     

    3.8 Federal
      Employer Identification Number.
      The
      Debtor's Federal employer identification number is as listed on Schedule 3.

     

    ARTICLE
      IV

     

    COVENANTS

     

    From
      the
      date of this Agreement, and thereafter until this Agreement is
      terminated:

     

    4.1 General.

     

    4.1.1 Inspection.
      The
      Debtor will permit the Secured Party, by its representatives and agents, upon
      reasonable advance notice (a) to inspect the Collateral, (b) to
      examine and make copies of the records of the Debtor relating to the Collateral
      and (c) to discuss the Collateral and the related records of the Debtor
      with, and to be advised as to the same by, the Debtor's officers and employees,
      all at such reasonable times and intervals as the Secured Party may determine,
      and all at the Debtor's expense.

     

    4.1.2 Taxes.
      The
      Debtor will pay when due all taxes, assessments and governmental charges and
      levies upon the Collateral, except those which are being contested in good
      faith
      by appropriate proceedings and with respect to which no Lien
      exists.

     

    4.1.3 Records
      and Reports; Notification of Event of Default.
      The
      Debtor will maintain complete and accurate books and records with respect to
      the
      Collateral, and furnish to the Secured Party such reports relating to the
      Collateral as the Secured Party shall from time to time reasonably request.
      The
      Debtor will give prompt notice in writing to the Secured Party of the occurrence
      of any Event of Default and of any other development, financial or otherwise,
      which might materially and adversely affect the Collateral. The Debtor shall
      mark its books and records to reflect the security interest of the Secured
      Party
      under this Agreement.


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    


    4.1.4 Financing
      Statements and Other Actions; Defense of Title.
      The
      Debtor will execute and deliver to the Secured Party all financing statements,
      control agreement and other documents and take such other actions as may from
      time to time be reasonably requested by the Secured Party in order to maintain
      a
      first perfected security interest in the Collateral. The Debtor will take any
      and all commercially reasonable actions necessary to defend title to the
      Collateral against all persons and to defend the security interest of the
      Secured Party in the Collateral and the priority thereof against any Lien not
      expressly permitted hereunder.

     

    4.1.5 Disposition
      of Collateral.
      The
      Debtor will not sell, lease or otherwise dispose of the Collateral except
      (a) prior to the occurrence of an Event of Default, dispositions
      specifically permitted pursuant to the Loan Agreement, (b) until such time
      following the occurrence of an Event of Default, as the Debtor receives a notice
      from the Secured Party instructing the Debtor to cease such transactions, sales
      or leases of Collateral consisting of Inventory in the ordinary course of
      business, and (c) until such time as the Debtor receives a notice from the
      Secured Party pursuant to Article VII,
      Proceeds of Collateral consisting of Inventory collected in the ordinary course
      of business. Notwithstanding anything to the contrary contained herein, nothing
      in the Loan Documents, including this Section
      4.1.5
      and
Section
      4.1.6
      shall
      prohibit the Debtor from deploying the Collateral in accordance with the terms
      of contracts with the Debtor’s customers.

     

    4.1.6 Liens.
      The
      Debtor will not create, incur, or suffer to exist any Lien on the Collateral
      except (a) the security interest created by this Agreement, and
      (b) other Liens permitted pursuant to the Loan Agreement.

     

    4.1.7 Change
      in Location, Jurisdiction of Organization or Name.
      The
      Debtor will not (a) have any Collateral, or Proceeds or products thereof
      (other than Collateral consisting of Inventory and Proceeds thereof disposed
      of
      as permitted by Section 4.1.5)
      at a
      location other than a location specified in Schedule 2,
      (b) maintain a place of business at a location other than a location
      specified on Schedule 2,
      (c) change its name or taxpayer identification number, (d) change its
      mailing address, or (e) change its jurisdiction of organization, unless the
      Debtor shall have given the Secured Party not less than 30 days prior written
      notice thereof, and the Secured Party shall have determined that such change
      will not adversely affect the validity, perfection or priority of the Secured
      Party's security interest in the Collateral.

     

    4.1.8 Other
      Financing Statements.
      The
      Debtor will not file or authorize the filing on its behalf of any financing
      statement naming it as debtor covering all or any portion of the Collateral,
      except as permitted by Section 4.1.6.

     

    4.2 Collateral
      Consisting of Inventory and Equipment.

     

    4.2.1 Maintenance
      of Goods.
      The
      Debtor will do all things necessary to maintain, preserve, protect and keep
      the
      Collateral in good repair and working and saleable condition, normal wear and
      tear and damage by casualty loss excepted.


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    


    4.2.2 Insurance.
      The
      Debtor will (a) maintain fire and extended coverage insurance on the
      Collateral containing a lender's loss payable clause in favor of the Secured
      Party, and providing that said insurance will not be terminated except after
      at
      least 30 days written notice from the insurance company to the Secured Party,
      (b) maintain such other insurance on the Collateral for the benefit of the
      Secured Party as the Secured Party shall from time to time request,
      (c) furnish to the Secured Party upon the request of the Secured Party from
      time to time the originals of all policies of insurance on the Collateral and
      certificates with respect to such insurance and (d) maintain general
      liability insurance naming the Secured Party as an additional
      insured.

     

    4.2.3 Safekeeping
      of Collateral Consisting of Inventory; Inventory Covenants.
      The
      Secured Party shall not be responsible for (a) the safekeeping of the
      Collateral consisting of Inventory; (b) any loss or damage thereto or
      destruction thereof occurring or arising in any manner or fashion from any
      cause; (c) any diminution in the value of Collateral consisting of
      Inventory or (d) any act or default of any carrier, warehouseman, bailee or
      forwarding agency or any other Person in any way dealing with or handling the
      Collateral consisting of Inventory, except to the extent that the Debtor incurs
      any loss, cost, claim or damage from any of the foregoing as a result of the
      gross negligence or willful misconduct of the Secured Party. All risk of loss,
      damage, distribution or diminution in value of the Collateral consisting of
      Inventory shall, except as noted in the previous sentence, be borne by the
      Debtor.

     

    4.2.4 Records
      and Schedules of Inventory.
      The
      Debtor shall keep correct and accurate daily records on a first-in, first-out
      basis, itemizing and describing the kind, type, quality and quantity of
      Collateral consisting of Inventory, the Debtor's cost therefor and selling
      price
      thereof, and the daily withdrawals therefrom and additions thereto and
      Collateral consisting of Inventory then on consignment, and shall, at the
      request of the Secured Party, furnish to the Secured Party, daily copies of
      the
      working papers related thereto. 

     

    4.3 Federal,
      State or Municipal Claims.
      The
      Debtor will notify the Secured Party of any Collateral which constitutes a
      claim
      against a Governmental Authority, or any instrumentality or agency thereof,
      the
      assignment of which claim is restricted by federal, state or municipal
      law.

     

    4.4 Warehouse
      Receipts Non-Negotiable.
      The
      Debtor agrees that if any warehouse receipt or receipt in the nature of a
      warehouse receipt is issued with respect to any of its Collateral consisting
      of
      Inventory, such warehouse receipt or receipt in the nature thereof shall not
      be
      "negotiable" (as such term is used in Section 7-104 of the
      UCC).

     

    4.5 Mortgagee's
      and Landlord Waivers.
      The
      Debtor shall cause each mortgagee of real property owned by the Debtor and
      each
      landlord of real property leased by the Debtor (in both cases upon request
      by
      the Secured Party), where the value of the Collateral located on such real
      property has an aggregate value equal to or greater than $50,000, to execute
      and
      deliver instruments satisfactory in form and substance to the Secured Party
      by
      which such mortgagee or landlord waives or subordinates their rights, if any,
      in
      the Collateral.


    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    4.6 Notices,
      Reports and Information.
      The
      Debtor shall (i) notify the Secured Party of any claim made or asserted
      against the Collateral by any Person or other event which could reasonably
      be
      expected to have a Material Adverse Effect; (ii) furnish to the Secured
      Party such statements and schedules further identifying and describing the
      Collateral as the Secured Party may reasonably request, all in reasonable
      detail; and (iii) upon reasonable request of the Secured Party make such
      demands and requests for information and reports as the Debtor is entitled
      to
      make in respect of the Collateral.

     

    4.7 Further
      Assurances.
      At any
      time and from time to time, upon the request of the Secured Party, and at the
      sole expense of the Debtor, Debtor shall promptly execute and deliver all such
      further instruments and documents and take such further action as the Secured
      Party may reasonably deem necessary or desirable to preserve and perfect its
      security interest in the Collateral and carry out the provisions and purposes
      of
      this Agreement, including, without limitation, (a) the execution and filing
      of such financing statements as the Secured Party may reasonably require and
      (b) the deposit of all certificates of title issuable with respect to any
      of the Collateral and noting thereon the security interest hereunder. A carbon,
      photographic, or other reproduction of this Agreement or of any financing
      statement covering the Collateral or any part thereof shall be sufficient as
      a
      financing statement and may be filed as a financing statement. The Debtor shall
      promptly endorse and deliver to the Secured Party all documents, instruments,
      and chattel paper relating to the Collateral that it now owns or may hereafter
      acquire. 

     

    ARTICLE
      V

     

    DEFAULT

     

    5.1 Acceleration
      and Remedies.
      Upon
      the occurrence and during the continuation of an Event of Default under the
      Loan
      Agreement or any other Loan Document, the Secured Party may exercise any or
      all
      of the following rights and remedies:

     

    5.1.1 Those
      rights and remedies provided in this Agreement, the Loan Agreement, or any
      other
      Loan Document, provided that this Section 5.1.1
      shall
      not be understood to limit any rights or remedies available to the Secured
      Party
      prior to an Event of Default that by their terms are not so
      limited.

     

    5.1.2 Those
      rights and remedies available to a secured party under the UCC (whether or
      not
      the UCC applies to the affected Collateral) or under any other applicable law
      (including, without limitation, any law governing the exercise of a bank's
      right
      of setoff or bankers' Lien) when a debtor is in default under a security
      agreement.

     

    5.1.3 Without
      notice except as specifically provided in Section 7.1
      or
      elsewhere herein, sell, lease, assign, grant an option or options to purchase
      or
      otherwise dispose of the Collateral or any part thereof in one or more parcels
      at public or private sale, for cash, on credit or for future delivery, and
      upon
      such other terms as the Secured Party may deem commercially
      reasonable.

     

    5.2 Debtor's
      Obligations Upon Event of Default.
      Upon
      the request of the Secured Party after the occurrence of an Event of Default,
      the Debtor will:


    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    


    5.2.1 Assembly
      of Collateral.
      Assemble and make available to the Secured Party the Collateral and all records
      relating thereto at any place or places specified by the Secured
      Party.

     

    5.2.2 The
      Secured Party's Access.
      Permit
      the Secured Party, by the Secured Party's representatives and agents, to enter
      any premises where all or any part of the Collateral, or the books and records
      relating thereto, or both, are located, to take possession of all or any part
      of
      the Collateral and to remove all or any part of the Collateral.

     

    5.3 License.
      The
      Secured Party is hereby granted a license or other right to use, following
      the
      occurrence and during the continuance of an Event of Default, without charge,
      the Debtor's labels, patents, copyrights, rights of use of any name, trade
      secrets, trade names, trademarks, service marks, customer lists and advertising
      matter, or any property of a similar nature, as it pertains to the Collateral,
      in completing production of, advertising for sale, and selling any Collateral,
      and, following the occurrence and during the continuance of an Event of Default,
      the Debtor's rights under all licenses and all franchise agreements shall inure
      to the Secured Party's benefit for such purposes. In addition, the Debtor hereby
      irrevocably agrees that the Secured Party may, following the occurrence and
      during the continuance of an Event of Default, sell any of the Debtor's
      Collateral consisting of Inventory directly to any Person, including without
      limitation Persons who have previously purchased the Debtor's Collateral
      consisting of Inventory from the Debtor and in connection with any such sale
      or
      other enforcement of the Secured Party's rights under this Agreement, may sell
      Collateral consisting of Inventory which bears any trademark owned by or
      licensed to the Debtor and any Collateral consisting of Inventory that is
      covered by any copyright owned by or licensed to the Debtor and the Secured
      Party may finish any work in process and affix any trademark owned by or
      licensed to Debtor and sell such Collateral consisting of Inventory as provided
      herein.

     

    ARTICLE
      VI

     

    WAIVERS,
      AMENDMENTS AND REMEDIES

     

    No
      delay
      or omission of the Secured Party to exercise any right or remedy granted under
      this Agreement shall impair such right or remedy or be construed to be a waiver
      of any Event of Default, or an acquiescence therein, and any single or partial
      exercise of any such right or remedy shall not preclude any other or further
      exercise thereof or the exercise of any other right or remedy. No waiver,
      amendment or other variation of the terms, conditions or provisions of this
      Agreement whatsoever shall be valid unless in writing signed by the Secured
      Party and then only to the extent in such writing specifically set forth. All
      rights and remedies contained in this Agreement or by law afforded shall be
      cumulative and all shall be available to the Secured Party until the Secured
      Obligations have been paid in full.


    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

     

    GENERAL
      PROVISIONS

     

    7.1 Notice
      of Disposition of Collateral.
      To the
      extent notice of the time and place of any public sale or the time after which
      any private sale or other disposition of all or any part of the Collateral
      may
      not be waived under applicable law, any notice made shall be deemed reasonable
      if sent to the Debtor, addressed as set forth in Article VIII,
      at
      least 10 days prior to (a) the date of any such public sale or (b) the
      time after which any such private sale or other disposition may be
      made.

     

    7.2 The
      Secured Party Performance of Debtor's Obligations.
      Without
      having any obligation to do so, the Secured Party may perform or pay any
      obligation which the Debtor has agreed to perform or pay in this Agreement
      and
      the Debtor shall, reimburse the Secured Party for any amounts paid by the
      Secured Party pursuant to this Section 7.2.
      The
      Debtor's obligation to reimburse the Secured Party pursuant to the preceding
      sentence shall be a Secured Obligation payable on demand.

     

    7.3 Authorization
      for the Secured Party to Take Certain Action.
      The
      Debtor irrevocably authorizes the Secured Party at any time and from time to
      time in the sole discretion of the Secured Party and appoints the Secured Party
      as its attorney in fact during the existence of an Event of Default (a) to
      execute on behalf of the Debtor as debtor and to file financing statements
      necessary or desirable in the Secured Party's sole discretion to perfect and
      to
      maintain the perfection and priority of the Secured Party's security interest
      in
      the Collateral, (b) to indorse and collect any cash Proceeds of the
      Collateral, (c) to file a carbon, photographic or other reproduction of
      this Agreement or any financing statement with respect to the Collateral as
      a
      financing statement in such offices as the Secured Party in its sole discretion
      deems necessary or desirable to perfect and to maintain the perfection and
      priority of the Secured Party's security interest in the Collateral, and
      (d) to discharge past due taxes, assessments, charges, fees or Liens on the
      Collateral (except for such Liens as are specifically permitted hereunder),
      and
      the Debtor agrees to reimburse the Secured Party on demand for any payment
      made
      or any expense incurred by the Secured Party in connection therewith, provided
      that this authorization shall not relieve the Debtor of any of its obligations
      under this Agreement or under any other Loan Document.

     

    7.4 Specific
      Performance of Certain Covenants.
      The
      Debtor acknowledges and agrees that a breach of any of the covenants contained
      in Sections 4.1.4,
      4.1.6, 5.3, or 7.6
      will
      cause irreparable injury to the Secured Party, that the Secured Party has no
      adequate remedy at law in respect of such breaches and therefore agrees, without
      limiting the right of the Secured Party to seek and obtain specific performance
      of other obligations of the Debtor contained in this Agreement, that the
      covenants of the Debtor contained in the Sections referred to in this
Section 7.4
      shall be
      specifically enforceable against the Debtor.

     

    7.5 Use
      and Possession of Certain Premises.
      Upon
      the occurrence of an Event of Default, the Secured Party shall be entitled
      to
      occupy and use any premises owned or leased by the Debtor where any of the
      Collateral or any records relating to the Collateral are located until the
      Secured Obligations are paid or the Collateral is removed therefrom, whichever
      first occurs, without any obligation to pay the Debtor for such use and
      occupancy.


    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    7.6 Dispositions
      Not Authorized.
      The
      Debtor is not authorized to sell or otherwise dispose of the Collateral except
      as set forth in Section 4.1.5
      and
      notwithstanding any course of dealing between the Debtor and the Secured Party
      or other conduct of the Secured Party, no authorization to sell or otherwise
      dispose of the Collateral (except as set forth in Section 4.1.5)
      shall
      be binding upon the Secured Party unless such authorization is in writing signed
      by the Secured Party.

     

    7.7 Benefit
      of Agreement.
      The
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of the Debtor, the Secured Party and their respective successors and
      assigns, except that the Debtor shall not have the right to assign its rights
      or
      delegate its obligations under this Agreement or any interest herein, without
      the prior written consent of the Secured Party.

     

    7.8 Survival
      of Representations.
      All
      representations and warranties of the Debtor contained in this Agreement shall
      survive the execution and delivery of this Agreement.

     

    7.9 Taxes
      and Expenses.
      Any
      taxes (including income taxes) payable or ruled payable by federal or state
      authority in respect of this Agreement shall be paid by the Debtor, together
      with interest and penalties, if any. Debtor shall reimburse the Secured Party
      for any and all out-of-pocket expenses and internal charges (including
      reasonable attorneys', auditors' and accountants' fees and reasonable time
      charges of attorneys, paralegals, auditors and accountants who may be employees
      of the Secured Party) paid or incurred by the Secured Party in connection with
      the preparation, execution, delivery, administration, collection and enforcement
      of this Agreement (subject to limitations set forth in the Loan Agreement)
      and
      in the audit, analysis, administration, collection, preservation or sale of
      the
      Collateral (including the reasonable expenses and charges associated with any
      periodic or special audit of the Collateral). Any and all costs and expenses
      incurred by the Debtor in the performance of actions required pursuant to the
      terms hereof shall be borne solely by the Debtor.

     

    7.10 Headings.
      The
      title of and section headings in this Agreement are for convenience of reference
      only, and shall not govern the interpretation of any of the terms and provisions
      of this Agreement.

     

    7.11 Termination.
      This
      Agreement shall continue in effect (notwithstanding the fact that from time
      to
      time there may be no Secured Obligations outstanding) until (a) the Loan
      Agreement has terminated pursuant to its express terms and (b) all of the
      Secured Obligations have been indefeasibly paid and performed in full and no
      commitments of the Secured Party which would give rise to any Secured
      Obligations are outstanding.

     

    7.12 ENTIRE
      AGREEMENT.
      THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
      DEBTOR AND THE SECURED PARTY RELATING TO THE COLLATERAL AND SUPERSEDES ALL
      PRIOR
      AGREEMENTS AND UNDERSTANDINGS BETWEEN THE DEBTOR AND THE SECURED PARTY RELATING
      TO THE COLLATERAL.

     

    7.13 CHOICE
      OF LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
      LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS, BUT GIVING EFFECT
      TO
      FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

     

    7.14 INDEMNITY.
      THE
      DEBTOR HEREBY AGREES TO INDEMNIFY SECURED PARTY AND ITS RESPECTIVE SUCCESSORS,
      ASSIGNS, AGENTS, ATTORNEYS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
      LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, AND EXPENSES OF ANY KIND AND
      NATURE (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE EXPENSES OF LITIGATION
      OR
      PREPARATION THEREFOR WHETHER OR NOT SECURED PARTY IS A PARTY THERETO) IMPOSED
      ON, INCURRED BY OR ASSERTED AGAINST SECURED PARTY OR THEIR RESPECTIVE
      SUCCESSORS, ASSIGNS, AGENTS, ATTORNEYS, AND EMPLOYEES, IN ANY WAY RELATING
      TO OR
      ARISING OUT OF THIS AGREEMENT, OR THE MANUFACTURE, PURCHASE, ACCEPTANCE,
      REJECTION, OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION,
      SALE, RETURN OR OTHER DISPOSITION OF ANY COLLATERAL (INCLUDING, WITHOUT
      LIMITATION, LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE BY
      THE
      SECURED
      PARTY
      OR THE
      DEBTOR, AND ANY CLAIM FOR PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT). WITHOUT
      LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE
      PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL
      BE
      INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES,
      CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES
      (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE
      SOLE
      CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH PERSON; PROVIDED,
      HOWEVER,
      NO
      PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT. 

     

    7.15 WAIVER
      OF JURY TRIAL.
      TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEBTOR HEREBY IRREVOCABLY AND
      EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
      COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT
      OF OR
      RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY
      OR THE ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT
      THEREOF.

     

    7.16 TEXAS
      FINANCE CODE SECTION 307.052 COLLATERAL PROTECTION INSURANCE
      NOTICE.
      DEBTOR
      IS REQUIRED TO: (I) KEEP THE PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT
      SPECIFIED IN THE LOAN DOCUMENTS; (II) PURCHASE THE INSURANCE FROM AN INSURER
      THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS
      LINES INSURER; AND (III) NAME SECURED PARTY AS THE PERSON TO BE PAID UNDER
      THE
      POLICY IN THE EVENT OF A LOSS AS AND TO THE EXTENT REQUIRED IN THE LOAN
      AGREEMENT. DEBTOR MUST, IF REQUIRED BY SECURED PARTY PURSUANT TO THE LOAN
      AGREEMENT, DELIVER TO SECURED PARTY A COPY OF THE POLICY AND PROOF OF THE
      PAYMENT OF PREMIUMS. IF DEBTOR FAILS TO MEET ANY REQUIREMENT SET FORTH IN THIS
      SECTION
      7.15,
      SECURED
      PARTY MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF DEBTOR AT THE
      DEBTOR'S EXPENSE AS AND TO THE EXTENT EXPLICITLY PERMITTED BY THE LOAN
      AGREEMENT.


    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    NOTICES

     

    8.1 Sending
      Notices.
      Any
      notice required or permitted to be given under this Agreement shall be sent
      (and
      deemed received) in the manner and to the addresses set forth in the Loan
      Agreement. All such notices to the Debtor hereunder shall be given or made
      at
      the appropriate address or telecopier number of the Debtor in accordance with
      the Loan Agreement. 

     

    8.2 Change
      in Address for Notices.
      The
      Debtor and the Secured Party may change the address for service of notice upon
      it by a notice in writing to the other parties.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Debtor and the Secured Party have executed this Agreement
      as of the date first above written.

     

    
      	
              DEBTOR:

            
	 
	
              ISECURETRAC
                CORP.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Peter A. Michel

            
	 	
              Name:
                Peter A. Michel

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    
      	
              Address
                for Notices:

            	
              5078
                S. 111th
                Street

            	 
	 	
              Omaha,
                Nebraska 68137

            	 
	
              Fax
                No.:

            	
                   

            	 
	
              Telephone
                No.:

            	
                       

            	 
	
              Attention:

            	
                    

            	 
	
              e-mail:

            	
                    

            	 


    

    
       

    

    
      Signature
        Page to Security Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              SECURED
                PARTY:

            
	 
	
              CRESTPARK
                LP, INC. 

            
	 	 
	 	 
	
              By:

            	
              /s/
                Heather Kreager

            
	 	
              Name:
                Heather Kreager

            
	 	
              Title:
                Senior Vice President

            


    

     

    
      Signature
        Page to Security Agreement

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    UCC
      Filing Jurisdictions

     

    
      	
              Debtor

            	 	
              Jurisdiction

            
	
              ISECURETRAC
                CORP.

            	 	
              Secretary
                of State Delaware

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      2

     

    Locations

     

    Principal
      Place of Business and Mailing Address: 

     

    5078
      South 111th
      Street

    Omaha,
      NE
      68137

    


    Location(s)
      of Receivables Records (if different from Principal Place of Business
      above):

     

    Properties
      Leased by each Debtor (indicate which) (include Landlord's
      Name):


     

    
      	 	
              1)

            	
              SECUREtrac
                Corp. Home Office

            


    

    5078
      South 111th
      Street

    Omaha,
      NE
      68137

    Record
      Owner/Landlord: CB Richard Ellis/MEGA Corp.

    


    
      	 	
              2)

            	
              iSECURETrac
                Corp. Monitoring Center

            


    

    11132
“Q”
      Street

    Omaha,
      NE
      68137

    Record
      Owner/Landlord: CB Richard Ellis/MEGA Corp.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      3

     

    Federal
      Employer Identification Numbers

     

    
      	
              Debtor

            	 	
              Federal Employer

              Identification Number

            
	
              ISECURETRAC
                CORP.

            	 	
              87-0347787

            
	
              IST
                SERVICES, INC.

            	 	
              74-3063608