AMENDED
      AND RESTATED

     

    PROMISSORY
      NOTE

     

    
      	
              $11,877,474.88

            	
              December 18,
                2007

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned, iSecureTrac Corp. ("iSecureTrac"),
      a
      Delaware corporation (herein called "Maker"),
      whose
      address is 5078 S. 111th Street,
      Omaha, Nebraska 68137, hereby promises to pay to the order of Crestpark LP,
      Inc., a Delaware corporation (herein sometimes called "Payee"),
      the
      principal sum of Eleven Million Eight Hundred Seventy-Seven Thousand, Four
      Hundred Seventy Four and 88/100 Dollars ($11,877,474.88), with interest on
      the
      unpaid balance thereof from date of advancement until maturity at the rate
      or
      rates hereinafter provided, both principal and interest payable as hereinafter
      provided in lawful money of the United States of America at the offices of
      Payee
      at c/o Sammons Corporation, 5949 Sherry Lane, Suite 1900, Dallas,
      Texas 75225, or at such other place as from time to time may be designated
      by the holder of this Note or in such other form as Payee may designate or
      consent.

     

    As
      used
      in this Note, the following terms shall have the meanings indicated opposite
      them:

     

    "Applicable
      Rate."
      The
      Applicable Rate shall be, with respect to the Floating Tranche, the Base Rate
      plus two percent (2%) per annum and with respect to the Fixed Tranche, seven
      percent (7%) per annum.

     

    "Base
      Rate."
      The
      Base Rate used to determine each interest payment (and any interest payment
      in
      connection with prepayment of the outstanding principal balance of this Note
      as
      permitted below) shall be the prime rate (referred to under the heading “Money
      Rates”) as published by The
      Wall Street Journal
      on the
      date of the preceding payment of interest (or, if none, on the date of this
      Note). 

     

    "Default
      Rate."
      The
      Default Rate shall be lesser of (a) the Maximum Rate and (b) the Applicable
      Rate
      plus two percent (2%) per annum.

     

    "Fixed
      Tranche."
      A
      portion of the Loan in the original principal amount of
      $6,455,249.88.

     

    "Floating
      Tranche."
      A
      portion of the Loan in the original principal amount of
      $5,422,225.00.

     

    "Loan."
      The
      $11,877,474.88 loan to be made to Maker by Payee which is evidenced
      hereby.

     

    "Maturity
      Date."
      The
      earlier of (i) July 1, 2010 or (ii) the first date on which Maker
      issues equity securities or arranges for additional indebtedness (other than
      trade indebtedness incurred in the ordinary course of its business) in a
      transaction or series of transactions which generates aggregate net proceeds
      to
      the Maker of not less than the then current principal amount under this Note
      plus all accrued but unpaid interest.

     

    
      
        
        

      

      
        AMENDED
          AND RESTATED PROMISSORY NOTE - Page 1

        
          

        

      

      
        
        

      

    

    "Maximum
      Rate."
      The
      maximum interest rate permitted under applicable law.

     

    "Principal
      Amount."
      That
      portion of the Loan evidenced hereby as is from time to time
      outstanding.

     

    Maker
      shall have the right to prepay this Note, in whole or in part, without premium
      or penalty upon written notice thereof given to Payee at least five (5) days
      prior to the date to be fixed therein for prepayment, and upon the payment
      of
      all accrued and unpaid interest on the amount prepaid (and any interest which
      has accrued at the Applicable Rate, if applicable, and other sums that may
      be
      payable hereunder) to the date so fixed.

     

    As
      herein
      provided the unpaid Principal Amount of this Note (or portions thereof) from
      time to time outstanding shall bear interest prior to maturity at the Applicable
      Rate, provided that in no event shall the Applicable Rate exceed the Maximum
      Rate.

     

    The
      Principal Amount shall be due and payable on the Maturity Date.

     

    Interest
      on each of the Floating Tranche and the Fixed Tranche under the Loan shall
      accrue and compound annually on each annual anniversary date of this Note.
      On
      each annual anniversary date, all accrued and unpaid interest shall be added
      to
      and considered part of the Principal Amount for the Floating Tranche and the
      Fixed Tranche, respectively. 

     

    With
      respect to the Floating Tranche, interest shall accrue and compound annually
      as
      set forth herein. The portion of the accrued interest that is attributable
      to
      the Base Rate shall be due and payable on the Maturity Date, and all remaining
      interest shall be due and payable in advance beginning on the effective date
      of
      this Note and continuing on the first day of each calendar month
      thereafter.

     

    With
      respect to the Fixed Tranche, interest shall accrue and compound annually as
      set
      forth herein, and shall be due and payable on the Maturity Date.

     

    All
      interest accruing under this Note shall be calculated on the basis of a 360-day
      year applied to the actual number of days in each month. The Maker shall make
      each payment which it owes hereunder not later than twelve o'clock, noon,
      Dallas, Texas time, on the date such payment becomes due and payable (or the
      date any voluntary prepayment is made), in immediately available funds. Any
      payment received by the Payee after such time will be deemed to have been made
      on the next following business day. As used herein, the term "business day"
      shall mean a day on which commercial banks are open for business with the public
      in Dallas, Texas.

     

    Notwithstanding
      anything to the contrary contained in this Note, at the option of the holder
      of
      this Note and upon notice to the Maker at any time after the occurrence of
      a
      default hereunder, from and after such notice and during the continuance of
      such
      default, the unpaid principal of this Note from time to time outstanding and
      all
      past due interest shall, to the extent permitted by applicable law, bear
      interest at the Default Rate, provided that in no event shall such interest
      rate
      be more than the Maximum Rate.

     

    
      
        
        

      

      
        AMENDED
          AND RESTATED PROMISSORY NOTE - Page 2

        
          

        

      

      
        
        

      

    

    Payee
      and
      Maker intend in the execution of this Note and all other instruments now or
      hereafter securing this Note to contract in strict compliance with applicable
      usury law. In furtherance thereof, Payee and Maker stipulate and agree that
      none
      of the terms and provisions contained in this Note, or in any other instrument
      executed in connection herewith, shall ever be construed to create a contract
      to
      pay for the use, forbearance or detention of money, interest at a rate in excess
      of the Maximum Rate; neither Maker nor any guarantors, endorsers or other
      parties now or hereafter becoming liable for payment of this Note shall ever
      be
      obligated or required to pay interest on this Note at a rate in excess of the
      Maximum Rate that may be lawfully charged under applicable law, and the
      provisions of this paragraph shall control over all other provisions of this
      Note and any other instruments now or hereafter executed in connection herewith
      which may be in apparent conflict herewith. Payee, including each holder of
      this
      Note, expressly disavows any intention to charge or collect excessive unearned
      interest or finance charges in the event the maturity of this Note is
      accelerated. If the maturity of this Note shall be accelerated for any reason
      or
      if the Principal Amount is paid prior to the end of the term of this Note,
      and
      as a result thereof the interest received for the actual period of existence
      of
      the Loan exceeds the amount of interest that would have accrued at the Maximum
      Rate, the Payee or other holder of this Note shall, at its option, either refund
      to Maker the amount of such excess or credit the amount of such excess against
      the Principal Amount and thereby shall render inapplicable any and all penalties
      of any kind provided by applicable law as a result of such excess interest.
      In
      the event that Payee or any other holder of this Note shall contract for, charge
      or receive any amounts and/or any other thing of value which are determined
      to
      constitute interest which would increase the effective interest rate on this
      Note to a rate in excess of that permitted to be charged by applicable law,
      all
      such sums determined to constitute interest in excess of the amount of interest
      at the lawful rate shall, upon such determination, at the option of the Payee
      or
      other holder of this Note, be either immediately returned to Maker or credited
      against the Principal Amount, in which even any and all penalties of any kind
      under applicable law as a result of such excess interest shall be inapplicable.
      By execution of this Note, Maker acknowledges that it believes the Loan
      evidenced by this Note to be non-usurious and agrees that if, at any time,
      Maker
      should have reason to believe that the Loan is in fact usurious, it will give
      the Payee or other holder of this Note notice of such condition and Maker agrees
      that the Payee or other holder shall have ninety (90) days in which to make
      appropriate refund or other adjustment in order to correct such condition if
      in
      fact such exists. The term "applicable law" as used in this Note shall mean
      the
      laws of the state of Texas or the laws of the United States, whichever laws
      allow the greater rate of interest, as such laws now exist or may be changed
      or
      amended or come into effect in the future.

     

    Should
      the indebtedness represented by this Note or any part thereof be collected
      at
      law or in equity or through any bankruptcy, receivership, probate or other
      court
      proceedings or if this Note is placed in the hands of attorneys for collection
      after default, Maker and all endorsers, guarantors and sureties of this Note
      jointly and severally agree to pay to the Payee or other holder of this Note
      in
      addition to the principal and interest due and payable hereon reasonable
      attorneys' and collection fees.

     

    Maker
      and
      all endorsers, guarantors and sureties of this Note and all other persons
      obligated or to become obligated on this Note severally waive presentment for
      payment, demand, notice of demand and of dishonor and nonpayment of this Note,
      notice of intention to accelerate the maturity of this Note, protest and notice
      of protest, diligence in collecting, and the bringing of suit against any other
      party, and agree to all renewals, extensions, modifications, partial payments,
      releases or substitutions of security, in whole or in part, with or without
      notice, before or after maturity.

     

    
      
        
        

      

      
        AMENDED
          AND RESTATED PROMISSORY NOTE - Page 3

        
          

        

      

      
        
        

      

    

    The
      Maker
      hereby unconditionally and irrevocably remises, acquits, and fully and forever
      releases and discharges the Payee and all respective affiliates and subsidiaries
      of the Payee, its officers, servants, employees, agents, predecessors,
      attorneys, advisors, parents, subsidiaries, equity interest holders, loan
      participants, principals, directors and shareholders, and its heirs, legal
      representatives, successors and assigns (collectively, the "Released
      Lender Parties")
      from
      any and all claims, demands, causes of action, obligations, remedies, suits,
      damages and liabilities (collectively, the "Maker
      Claims")
      of any
      nature whatsoever, whether now known, suspected or claimed, whether arising
      under common law, in equity or under statute, which the Debtor ever had or
      now
      has against the Released Lender Parties which may have arisen at any time on
      or
      prior to the date of this Agreement and which were in any manner related to
      this
      Note or any other documents related thereto or the enforcement or attempted
      enforcement by the Payee of rights, remedies or recourses related thereto.
      The
      Maker covenants and agree never to commence, voluntarily aid in any way,
      prosecute or cause to be commenced or prosecuted against any of the Released
      Lender Parties any action or other proceeding based upon any of the Maker Claims
      which may have arisen at any time on or prior to the date of this Note and
      were
      in any manner related to this Note or any other document related
      thereto.

     

    THIS
      NOTE
      AND THE PARTIES' RIGHTS AND OBLIGATIONS HEREUNDER SHALL IN ALL RESPECTS BE
      GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
      STATE OF TEXAS (WITHOUT GIVING EFFECT TO TEXAS' PRINCIPLES OF CONFLICTS OF
      LAW)
      AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN SUCH STATE.
      MAKER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY TEXAS
      OR FEDERAL COURT SITTING IN DALLAS, TEXAS OVER ANY SUIT, ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS NOTE, AND MAKER HEREBY AGREES AND CONSENTS
      THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER
      APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING
      IN
      ANY TEXAS OR FEDERAL COURT SITTING IN DALLAS, TEXAS (OR SUCH OTHER COUNTY IN
      TEXAS) MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
      DIRECTED TO MAKER AT THE ADDRESS OF MAKER CONTAINED HEREIN, AND SERVICE SO
      MADE
      SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO
      MAILED.

     

    MAKER
      HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
      OR PROCEEDING BROUGHT BY THE HOLDER OF THIS NOTE IN CONNECTION WITH THE LOAN,
      ANY AND EVERY RIGHT IT MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY JURY,
      (III) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COMPULSORY
      COUNTERCLAIM, AND (IV) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE
      SUIT, ACTION OR PROCEEDING.
      Nothing
      herein contained shall prevent or prohibit Maker from instituting or maintaining
      a separate action against the holder of this Note with respect to any asserted
      claim.

     

    
      
        
        

      

      
        AMENDED
          AND RESTATED PROMISSORY NOTE - Page 4

        
          

        

      

      
        
        

      

    

     

    NO
      ORAL AGREEMENTS.
      THIS NOTE AND ALL THE OTHER LOAN DOCUMENTS RELATED THERETO EMBODY THE FINAL,
      ENTIRE AGREEMENT OF MAKER AND PAYEE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
      AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
      RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED
      OR
      VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
      OR
      DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER
      AND
      PAYEE. THE PROVISIONS OF THIS NOTE AND THE LOAN DOCUMENTS RELATED THERETO MAY
      BE
      AMENDED OR REVISED ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE MAKER AND
      PAYEE.

     

    This
      Note
      amends, restates and replaces that certain Promissory Note dated as of October
      29, 2007, in the original principal amount of $8,491,863.90 executed by Maker
      in
      favor of Payee.

     

    Signed
      as
      of the 18th
      day of
      December, 2007.

    
      
        	 	 	 
	 	
                
                  MAKER:

                  


                  ISECURETRAC
                    CORP.,

                  a
                    Delaware corporation

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Peter
                A. Michel
	 	
                Name:

              	Peter
                A. Michel
	 	Its:
                	CEO
	 	
                Federal
                  ID#: 87-0347787

              


      

      
            

      

    

    


    
      
        
        

      

      
        AMENDED
          AND RESTATED PROMISSORY NOTE - Signature
          Page