FIRST
      AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     

    THIS
      FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Amendment")
      dated
      as of December 18, 2007, is entered into by and among ISECURETRAC CORP., a
      Delaware corporation ("Debtor")
      and
      CRESTPARK LP, INC., a Delaware corporation ("Secured Party").

     

    RECITALS:

     

    WHEREAS,
      Debtor and Secured Party are parties to that certain Credit and Security
      Agreement dated
      as
      of October 29, 2007 (such agreement, together with all amendments, modifications
      and restatements, and as further amended, modified and restated by this
      Amendment, the "Agreement").

     

    WHEREAS,
      the parties hereto desire to amend the Agreement in certain respects as
      hereinafter set forth, in order to increase the amount loaned to Debtor by
      $3,300,000.00.

     

    NOW,
      THEREFORE, in consideration of the foregoing, and for other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties hereto agree as follows:

     

    SECTION
      1. DEFINED
      TERMS.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings set forth in the Agreement.

     

    SECTION
      2. AMENDMENTS
      TO AGREEMENT.

     

    2.1 Amendment
      to Introduction.
      The
      second full paragraph of the introduction to the Agreement is hereby amended
      in
      its entirety to read as follows:

     

    Debtor
      is
      executing an Amended and Restated Promissory Note in the original principal
      amount of $11,877,474.88 in favor of the Secured Party. As security for the
      indebtedness represented thereunder, Debtor hereby agrees with Secured Party
      as
      follows:

     

    2.2 Amendment
      to Section 1(i).
      Section
      1(i) is hereby amended in its entirety to read as follows:

     

    "Note"
      means
      that certain Amended and Restated Promissory Note executed by Debtor in favor
      of
      Secured Party in the original principal amount of $11,877,474.88, as it may
      be
      amended, restated or modified.

     

    SECTION
      3. REPRESENTATIONS
      AND WARRANTIES.
      Debtor
      represents and warrants that, as of the date hereof:

     

    3.1 Authorization;
      No Conflict.
      The
      execution and delivery by Debtor of this Amendment and the performance by Debtor
      of its obligations under the Agreement have been duly authorized by all
      necessary corporate or equivalent action, do not require any filing or
      registration with or approval or consent of any governmental agency or
      authority, do not and will not conflict with, result in any violation of, or
      constitute any default under any provision of the organizational documents
      of
      Debtor or any material agreement or other document binding upon or applicable
      to
      Debtor (or
      any
      of its respective properties) or any material law or governmental regulation
      or
      court decree or order applicable to Debtor, and will not result in or require
      the creation or imposition of any lien in any of the properties of
      Debtor pursuant
      to the provisions of any agreement binding upon or applicable to
      Debtor.

     

    
      
         

      

      
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    3.2 Due
      Execution; Enforceability.
      This
      Amendment has been duly executed and delivered by Debtor and, together with
      the
      Agreement, is a legal, valid and binding obligation of Debtor, enforceable
      in
      accordance with its terms subject, as to enforcement only, to bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting the
      enforceability of the rights of creditors generally and to general principles
      of
      equity (regardless of whether enforcement is sought in equity or at
      law).

     

    3.3 No
      Default. No
      event
      has occurred and is continuing which constitutes an Event of
      Default.

     

    3.4 Representations
      and Warranties.
      All of
      the representations and warranties of Debtor contained in the Agreement and
      the
      other Loan Documents are true and correct in all material respects.

     

    SECTION
      4. RATIFICATION.
      The
      terms and provisions set forth in this Amendment shall modify and supersede
      all
      inconsistent terms and provisions set forth in the Agreement and, except as
      expressly modified and superseded by this Amendment, the terms and provisions
      of
      the Agreement and the other Loan Documents are ratified and confirmed and shall
      continue in full force and effect. The Debtor agrees that the Agreement, as
      amended hereby, and the other Loan Documents to which it is a party or subject
      shall continue to be legal, valid, binding and enforceable in accordance with
      their respective terms.

     

    SECTION
      5. CONDITIONS
      PRECEDENT.
      This
      Amendment shall become effective as of the date hereof upon satisfaction of
      all
      of the following conditions:

     

    5.1 Amendment
      and Note.
      Receipt
      by Secured Party of counterpart originals of this Amendment and an amended
      and
      restated promissory note, duly executed by Debtor and Secured Party, as
      applicable.

     

    5.2 Resolutions.
      Receipt
      by Secured Party of resolutions from Debtor which authorize the execution,
      delivery and performance by Debtor of this Amendment and any other documents
      to
      be executed in connection herewith to which Debtor is a party.

     

    5.3 Incumbency
      Certificate.
      Receipt
      by Secured Party of a certificate of incumbency certified by an authorized
      officer of Debtor certifying the names of each officer of Debtor authorized
      to
      sign this Amendment and each of the other documents to which Debtor is or is
      to
      be a party, together with specimen signatures of such officers.

     

    5.4 Representations
      and Warranties.
      The
      representations and warranties contained in Section
      3
      of this
      Amendment shall be true and correct in all material respects.

     

    
      
         

      

      
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    5.5 Other
      Documentation.
      Receipt
      by Secured Party of such other documents, certificates and instruments, in
      form
      and substance satisfactory to Secured Party and its counsel, as Secured Party
      shall require.

     

    SECTION
      6. MISCELLANEOUS.

     

    6.1 Expenses.
      Debtor
      agrees to pay, and save Secured Party harmless from all liability for, any
      stamp
      or other taxes which may be payable in connection with the execution or delivery
      of this Amendment, the borrowings under the Agreement, and the execution and
      delivery of any instruments or documents provided for herein or delivered or
      to
      be delivered hereunder or in connection herewith. All obligations provided
      in
      this Section 6.1
      shall
      survive any termination of this Amendment and the Agreement.

     

    6.2 No
      Waiver.
      The
      execution and delivery of this Amendment shall not constitute a waiver of any
      disclosed or undisclosed default in existence as of the date
      hereof.

     

    6.3 Captions.
      Section
      captions used in this Amendment are for convenience only and shall not affect
      the construction of this Amendment.

     

    6.4 Governing
      Law.
      THIS
      AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE
      OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. Wherever possible
      each
      provision of this Amendment shall be interpreted in such manner as to be
      effective and valid under applicable laws, but if any provision of this
      Amendment shall be prohibited by or invalid under such laws, such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Amendment.

     

    6.5 Counterparts.
      This
      Amendment may be executed in any number of counterparts, and by the parties
      hereto on the same or separate counterparts, and each such counterpart, when
      executed and delivered (including by facsimile machine, telecopier, or
      electronic mail), shall be deemed to be an original, but all such counterparts
      shall together constitute but one and the same Amendment.

     

    6.6 Reference
      to Agreement.
      On and
      after the date hereof, each reference in the Agreement to "this Agreement,"
      "hereunder," "hereof," "herein" or words of like import, and each reference
      to
      the Agreement in any Note and in any other agreement, document or other
      instrument executed and delivered pursuant to the Agreement, shall mean and
      be a
      reference to the Agreement.

     

    6.7 Loan
      Document.
      This
      Amendment is a Loan Document and is subject to all provisions of the Agreement
      applicable to Loan Documents, all of which are incorporated in this Amendment
      by
      reference the same as if set forth in this Amendment verbatim.

     

    6.8 Severability.
      Any
      provisions of this Amendment held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Amendment and the effect thereof shall be confined to the provisions so held
      to
      be invalid or unenforceable.

     

    
      
         

      

      
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    6.9 Successors
      and Assigns.
      This
      Amendment shall be binding upon the parties hereto and their respective
      successors and assigns, and shall inure to the sole benefit of the parties
      hereto and the successors and assigns of Secured Party. Notwithstanding the
      foregoing, Debtor shall not assign its rights or duties hereunder without the
      consent of Secured Party.

     

    6.10 Release.
      Debtor
      hereby unconditionally and irrevocably remises, acquits, and fully and forever
      releases and discharges Secured Party and all respective affiliates and
      subsidiaries of Secured Party, their respective officers, servants, employees,
      agents, attorneys, principals, directors and shareholders, and their respective
      heirs, legal representatives, successors and assigns (collectively, the
      "Released
      Secured Parties")
      from
      any and all claims, demands, causes of action, obligations, remedies, suits,
      damages and liabilities (collectively, the "Debtor
      Claims")
      of any
      nature whatsoever, whether now known, suspected or claimed, whether arising
      under common law, in equity or under statute, which Debtor ever had or now
      has
      against the Released Secured Parties which may have arisen at any time on or
      prior to the date of this Amendment and which were in any manner related to
      any
      of the Loan Documents or the enforcement or attempted enforcement by Secured
      Party of rights, remedies or recourses related thereto. Debtor covenants and
      agrees never to commence, voluntarily aid in any way, prosecute or cause to
      be
      commenced or prosecuted against any of the Released Secured Parties any action
      or other proceeding based upon any of the Debtor Claims which may have arisen
      at
      any time on or prior to the date hereof and were in any manner related to any
      of
      the Loan Documents. The agreements of Debtor set forth in this Section 6.10 shall
      survive termination of this Amendment.

     

    6.11 ENTIRE
      AGREEMENT. THE
      AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT
      THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
      OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    


     

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    Delivered
      as of the day and year first above written.

     

    DEBTOR:

    
      	 	 	 
	 	
              ISECURETRAC
                CORP.,

              a
                Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              A. Michel
	 	
              Name:

            	Peter
              A. Michel
	 	Title:	CEO


    

    
       

       

       

    

    
      
         

      

      
        
          Signature
            Page to First Amendment to Credit and Security
            Agreement

        

        
          

        

      

      
         

      

    


    SECURED
      PARTY:

    
      
        	 	 	 
	 	
                
                  CRESTPARK
                    LP, INC, 

                  as
                    Secured Party

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Heather
                Kreager
	 	
                Name:

              	Heather
                Kreager
	 	Title:	Senior
                Vice President


      

    

     

    
 

     

    
      
         

      

      
        
          Signature
            Page to First Amendment to Credit and Security
            Agreement