EXHIBIT
      10.28




**NOTE:** CERTAIN
      PORTIONS OF THIS AGREEMENT HAVE BEEN OMMITTED PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
      RULE 24b-2. THE LOCATIONS OF THESE OMISSIONS ARE INDICATED THROUGHOUT THE
      AGREEMENT BY THE FOLLOWING MARKINGS: [***].





CONFIDENTIAL
      SETTLEMENT AGREEMENT





The
      undersigned, Pro Tech Monitoring, Inc., a Delaware corporation with a
      principal place of business at 2549 Success Drive, Odessa Florida
      (“Pro Tech”), and iSECUREtrac, a Delaware corporation with a principal
      place of business at 5078 South 111 th Street,
      Omaha, Nebraska (“iSt”), hereby enter into this Settlement Agreement
      (“Agreement”), based on Mr. Peter Grilli’s (mediator) proposal, which has a
      date of October 17, 2007.




**A.**
            **RECITALS**




1.  On
      March 8, 2007, Pro Tech filed a lawsuit against iSt in the
      United States District Court for the Middle District of Florida (the
“Lawsuit”). The Lawsuit is currently styled *Pro Tech
      Monitoring, Inc. v. iSECUREtrac Corp.* ,
      Case
      No. 8:07-cv-00422-SDM-TBM. In this Lawsuit, Pro Tech alleged that iSt
      infringed and continues to infringe U.S. Patent No. 5,731,757, issued
      March 24, 1998, entitled “Portable Tracking Apparatus for Continuous
      Position Determination of Criminal Offenders and Victims” (the
“’757 patent”), and Pro Tech sought a permanent injunction and
      damages. iSt denied infringing the ’757 patent, asserted defenses
      contending the ’757 patent was invalid and unenforceable, and counterclaimed for
      declarations of non-infringement, invalidity, and unenforceability of the ’757
      patent.




2.  The
      parties have entered into this Agreement to compromise, settle, and dispose
      of
      all disputes that the parties asserted or could have asserted in the
      Lawsuit.




3.  Pro Tech
      and iSt understand and agree that, by entering into this Agreement and providing
      the consideration that is set forth in the Agreement, they are settling claims
      that are contested and disputed. Therefore, the parties have entered into this
      Agreement to compromise and settle all claims and disputes now at issue in
      this
      Lawsuit.







4.  In
      consideration of the promises, mutual covenants, and agreements hereinafter
      set
      forth, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Pro Tech and iSt agree to the
      specific terms, conditions, and considerations described more particularly
      and
      in the attached exhibits.




**B.**
            **DEFINITIONS**




1.  As
      it is
      used in this Agreement, the term “Pro Tech” refers to and includes
      Pro Tech Monitoring, Inc., as well as all of its subsidiaries, affiliates,
      employees, officers, directors, representatives, agents, successors and assigns,
      and all other persons acting on its behalf.




2.  As
      it is
      used in this Agreement, the term “iSt” refers to and includes iSECUREtrac
      Corporation, as well as all of its subsidiaries, affiliates, employees,
      officers, directors, representatives, agents, successors and assigns, and all
      other persons acting on its behalf.




3.  As
      it is
      used in this Agreement, the term “Accused Products” refers to iSt’s 2150 (only
      those units having cellular capability), 2250, and 5000 product models,
      including revisions thereof, that are deployed in the
      United States.




4.  As
      it is
      used in this Agreement, the term “PTU” refers to the apparatus of the Accused
      Products adapted to communicate with a body worn device and comprising a housing
      enclosing a Global Positioning System receiver. In no event shall the term
      PTU
      be defined, interpreted, construed, or deemed to refer to a body-worn device
      or
      cuff, a base station or charger, a sever-side component, software, or any other
      apparatus utilized in conjunction with the Accused Products.




5.  The
      term
“Equivalents” as it is used in this Agreement and in connection with an
      identified component or structure shall mean those components or structures
      that
      are equivalent to the identified component or structure according to the
      doctrine of equivalents as used and defined in the patent laws of the
      United States, including Chapter 35 of the United States Code and
      related decisions of the Federal Courts of the United States.




2


6.  The
      term
“Components to be Eliminated” as it is used in this Agreement shall mean the [***].




7.  The
      term [***] as it is
      used in this Agreement shall mean [***] .
      Notwithstanding the foregoing, in no event shall the term [***] as it is
      used in this Agreement be defined, interpreted, construed, or deemed to include
      (i) electronic components designed primarily for the purpose of detecting
      location, tampering, or proximity to another device, (ii) electronic
      components designed primarily for the purpose of communicating with another
      device, (iii) electronic components designed to serve a primary function
      other than [***] or (iv) any component or part presently in the PTU of the
      Accused Products other than the Components to be Eliminated.




8.  The
      term
“Relevant Claims”, as it is used in this Agreement shall mean claims 1, 10
      and 16 of the ’757 patent.




9.  The
      term
“Patent Change Date” shall mean the earlier of i) the expiration date of
      the ’757 patent, ii) the date on which the United States Patent and
      Trademark Office or a court of competent jurisdiction declares invalid or
      unenforceable any of the Relevant Claims, and iii) the date on which the
      United States Patent and Trademark Office or a court of competent
      jurisdiction substantively amends any of the Relevant Claims.




3


10.  The
      term
“Acceptance Date” as it is used in this Agreement shall mean November 27,
      2007.




**C.**
            **AGREEMENTS
                AND REPRESENTATIONS**




1.  Settlement
      Fee .
      By no
      later than the Acceptance Date, iSt will pay into the Trust Account of
      Pro Tech’s counsel the amount of eight hundred thousand dollars
      ($800,000.00).




2.  VB
      Units .
      iSt
      will order 400 MEMS 3000 VB units (“MEMS Units”) at a price of one thousand five
      hundred dollars ($1,500) each to be paid and delivered in 2007. iSt has the
      option to order within one year of the Acceptance Date an additional 400 MEMS
      Units at a price of one thousand five hundred dollars ($1,500) each. Any
      payments under this section are to be paid upon delivery. In addition to
      providing the MEMS Units, Pro Tech shall, at no additional costs, provide
      iSt with i) all server-side hardware and software required for iSt to
      install and utilize the MEMS Units, ii) on-site installation and
      configuration services reasonably requested by iSt, iii) technical support
      and software maintenance for all hardware and software provided for a period
      of
      one year following delivery (“Initial Maintenance Term”) and, iv) after the
      Initial Maintenance Term, technical support and software maintenance at a price
      at least as low as the lowest price Pro Tech charges, and upon terms at
      least as favorable as Pro Tech offers, others for equivalent support and
      maintenance. Further, Pro Tech agrees to offer and sell i) all
      accessories, disposables, service parts, and maintenance parts available or
      required for the MEMS Units, and ii) repair and maintenance services for
      the MEMS Units, to iSt for as long as Pro Tech offers, provides, or sells
      such products and services to others and upon terms at least as favorable as
      Pro Tech offers or charges others for equivalent products and services. An
      order form and price list for the MEMS Units are attached to this Agreement
      as
      Exhibit C. However, the parties agree that, to the extent there is any
      conflict or inconsistency between the terms of this Agreement and the terms
      of
      Exhibit C, the terms of this Agreement shall be binding and prevail, and
      the inconsistent or conflicting terms of Exhibit C shall have no
      effect.




4


3.  Modification
      of PTUs of the Accused Products .
      Within
      ten (10) months of the Acceptance Date, iSt will alter all units of the PTUs
      of
      the Accused Products available for sale, in the field “on-leg,” and spare units,
      to eliminate or disable the Components to be Eliminated. All units of the
      Accused Products with PTUs so altered shall be referred to as “Modified Units.”
All units of the Accused Products with PTUs not so altered shall be referred
      to
      as “Unmodified Units.” iSt further agrees that it shall not add or re-enable any [***] back
      into any Modified Unit in the United States prior to the Patent Change
      Date. Should the United States Patent and Trademark Office or a court of
      competent jurisdiction substantively amend any of the Relevant Claims, and
      should iSt subsequently add a [***] back
      into any Modified Unit deployed in the United States, and should Pro Tech
      thereafter, upon proper investigation and due diligence, determine that such
      Modified Unit infringes a remaining or amended claim of the ’757 patent,
      this Agreement shall not bar Pro Tech from instituting infringement
      litigation with respect to such Modified Units.




4.  Inspection .
      iSt
      will provide Pro Tech with due opportunity to inspect a representative
      sample PTU of a Modified Unit of each Accused Product, and upon promptly
      confirming that the PTU has been modified according to the terms and conditions
      of this Agreement, Pro Tech shall affirm explicitly and in writing that
      products with PTUs so modified do not infringe the ’757 patent.
      Pro Tech shall inspect such sample PTU within fourteen (14) days of iSt’s
      notice of opportunity to do so (“Inspection Period”). Should, upon inspection,
      Pro Tech determine in good faith that the PTU has not been modified
      according to the terms and conditions of this Agreement, Pro Tech shall
      provide iSt written notice describing in reasonable detail the basis for its
      conclusion (“Noncompliance Notice”) within five (5) business days of such
      inspection (“Affirmation Period”). Should Pro Tech fail to inspect such
      sample PTU within the Inspection Period or fail to provide (i) a written
      affirmation of non-infringement in the form attached hereto as Exhibit B
      (“Compliance Notice”) or (ii) a Noncompliance Notice within the Affirmation
      Period, such failure shall be deemed an explicit affirmation that units with
      PTUs so modified do not infringe the ’757 patent and no such unit shall be
      considered an Unmodified Unit subject to penalty under paragraph 5 (Penalty
      for Unmodified PTUs) herebelow.




5




5.  Penalty
      for Unmodified PTUs .
      For all
      Unmodified Units in the United States that are “on-leg” after two (2)
      months from the Acceptance Date, iSt will pay directly to Pro Tech an
      amount of two and a half percent (2.5%) of the amount actually collected by
      iSt
      for daily use of such Unmodified Unit beginning two (2) months from the
      Acceptance Date and ending ten (10) months from the Acceptance Date or when
      such
      Unmodified Unit is taken “off leg” or modified according to the terms and
      conditions of this Agreement or the Patent Change Date, whichever occurs sooner.
      For all Unmodified Units “on-leg” after ten (10) months from the Acceptance
      Date, iSt will pay Pro Tech, as a penalty and sole remedy, [***] beginning
      ten (10) months from the Acceptance Date and ending twelve (12) months from
      the
      Acceptance Date or when such Unmodified Unit is taken “off leg” or modified
      according to the terms and conditions of this Agreement or upon the Patent
      Change Date, whichever occurs sooner. For all Unmodified Units “on leg” after
      twelve (12) months from the Acceptance Date, iSt will pay Pro Tech, as a
      penalty and sole remedy, [***] beginning twelve (12) months from the Acceptance
      Date and ending when such Unmodified Unit is taken “off leg” or modified
      according to the terms and conditions of this Agreement or upon the Patent
      Change Date, whichever occurs sooner. All payments under this section are to
      be
      paid monthly.




6


6.  Stipulation
      of Dismissal with Prejudice .
      By no
      later than the Acceptance Date, Pro Tech’s and iSt’s counsel of record in
      the Lawsuit shall sign the Stipulation of Dismissal attached as Exhibit A.
      The parties agree that Pro Tech’s counsel will file a copy of
      Exhibit A with the United States District Court for the Middle
      District of Florida for entry in the Lawsuit. Each party in the Lawsuit shall
      bear its own attorneys’ fees and court costs.




7.  No
      Interpretation of the ’757 Patent, Admission of Liability, or Waiver of Defense,
      Counterclaim or Cross Claim .
      Pro Tech and iSt agree that they are entering into this Agreement without
      admission of liability and solely to avoid the expense and uncertainty of
      litigation, and to buy peace as to matters as of the Acceptance Date.
      Accordingly, nothing in this Agreement shall be deemed, interpreted, or
      construed to (i) admit that any device does or does not infringe any claim
      of the ’757 patent or otherwise serve as an admission of liability,
      (ii) serve as an interpretation or construction of any portion of the ’757
      patent in any future litigation between the parties or otherwise,
      (iii) admit that any structure, component or device is or is not equivalent
      to any structure identified in the ’757 patent under the doctrine of
      equivalents, 35 U.S.C. § 112(6), or the decisions of the Federal
      Courts of the United States of America, (iv) serve as an admission of
      validity or invalidity, or enforceability or unenforceability of any claim
      of
      the ’757 patent, or (v) waive or otherwise preclude any defense,
      counterclaim, or cross claim raised, or that may be raised, by any party hereto
      in future litigation. Notwithstanding the foregoing, the parties agree that
      any
      Compliance Notice duly executed by Pro Tech or explicit affirmation made or
      deemed made by Pro Tech pursuant to section C(4) (Inspection) of this
      Agreement shall be a binding admission by Pro Tech that iSt products so
      modified do not infringe any claim of the ’757 patent.




7




**D.**  **MUTUAL
      RELEASES**




1.  Pro Tech
      and iSt, for themselves and their officers, directors, shareholders, attorneys,
      and employees, hereby forever and irrevocably release, and forever and
      irrevocably mutually discharge, each other and their officers, directors,
      shareholders, attorneys, and employees from any and all manner of liabilities,
      accounts, debts, contracts, damages, including past damages, claims, and causes
      of action that each party may have, now has, or might have had whether known
      or
      unknown, against each other prior to the Acceptance Date, including but not
      limited to any and all such manner of liabilities, accounts, debts, contracts,
      damages, including past damages, claims, and causes of action arising out of
      the
      transactions and occurrences that are the subject of the Lawsuit, the Accused
      Products, or any conduct related thereto occurring prior to the Acceptance
      Date.




**E.** **REPRESENTATIONS
          AND WARRANTIES**




1.  No
      Undocumented Representations .
      Each
      party to this Agreement expressly warrants and represents that, in entering
      into
      this Agreement, it is not relying on any promise, agreement or statement,
      whether oral or written, that is not fully set forth in this Agreement.
      Specifically, each of the parties acknowledges that it is not relying on any
      promise, agreement or statement, whether written or oral, in entering into
      this
      Agreement: (i) that has been made by a party to this Agreement; or
      (ii) that has been made by any representative or agent of a party to this
      Agreement, and which is not set forth, in full, in the terms of this
      Agreement.




8


2.  Independent
      Judgment .
      Pro Tech and iSt are relying on their own independent judgment in entering
      into this Agreement. Each of the parties understands that this Agreement shall
      operate as a full, complete and final release and settlement of any and all
      of
      their claims against each other in the Lawsuit, as set forth above.




3.  No
      Previous Assignment .
      The
      parties represent and warrant that they have not made any previous assignment
      before the Acceptance Date of this Agreement of any of the claims and causes
      of
      action, in whole or in part, that they have released in this
      Agreement.




4.  Components
      to be Eliminated .
      iSt
      represents and warrants that the Components to be Eliminated are the only [***] in the
      PTUs of the Accused Products.




5.  Ongoing
      Royalty .
      The
      parties represent and warrant that they will bargain in good faith for a period
      of at least four months following the effective date of this Agreement regarding
      an ongoing royalty. The parties further agree that, should they enter into
      an
      ongoing royalty agreement, any product or unit subject to such an agreement
      would not be subject to any additional royalty or penalty pursuant to any
      provision of this Agreement including, without limitation, section C(5)
      (Penalty for Unmodified PTUs).




6.  Most
      Favorable Terms for MEMS Units .
      Pro Tech represents and warrants that the prices and terms in
      Exhibit C relating to MEMS Units are at least as low as the lowest prices
      Pro Tech charges, and at least as favorable as the most favorable terms
      Pro Tech offers, others for equivalent products and services. Pro Tech
      further represents and warrants that, should it offer or sell equivalent
      products or services to others at lower prices, or upon terms more favorable
      to
      the buyer, than those listed in Exhibit C, Pro Tech shall so notify
      iSt and shall offer to sell iSt those products and services at the lower price
      or upon the more favorable terms.




9


7.  No
      Challenge Provision .
      iSt
      agrees that, Prior to the Patent Change Date, it will not (i) directly or
      indirectly initiate, or encourage third parties to initiate, legal or
      administrative proceedings to contest the validity of the ’757 patent or
      (ii) make public comments referencing the ’757 patent (“No Challenge
      Provision”). This No Challenge Provision, however, shall not apply, and shall
      not limit or restrict iSt in any way whatsoever, should Pro Tech institute,
      or should iSt otherwise have a reasonable apprehension of, litigation or
      administrative or other legal proceedings against iSt asserting this Agreement,
      the ’757 patent (or any patent, application or instrument claiming priority to
      the ’757 patent), or any other agreement, notice or instrument addressing or
      relying on, the ’757 patent or this Agreement. Furthermore, nothing in this No
      Challenge Provision shall prevent, limit or restrict iSt from responding to
      discovery or similar requests, or commenting on the validity of the ’757 patent
      should litigation or other legal proceedings be instituted between Pro Tech
      and third parties provided, however, that such proceedings were not initiated
      at
      the encouragement or direction of iSt.




**F.** **MISCELLANEOUS**




1.  Severability .
      The
      parties each intend that if, for any reason, any specific part, term, paragraph
      or provision of this Agreement is determined to be illegal or invalid, in whole
      or in part, then the remaining valid and legal portions of the Agreement shall
      continue in full effect and shall be fully enforced.




2.  Multiple
      Counterparts .
      This
      Agreement may be signed in multiple counterparts or with detachable signature
      pages, and may also be signed via fax, provided that any fax signature shall
      ultimately be replaced with an original signature. All signed multiple
      counterparts of the Agreement, if any, shall be construed together and shall
      be
      effective as if all signed in one, unified document.




10


3.  Binding
      Effect .
      The
      parties agree and acknowledge that all of the terms of this Agreement are
      contractual and not mere recitals, and that the terms of this Agreement shall
      be
      binding on Pro Tech and iSt.




4.  No
      Adverse Inference from Drafting .
      The
      terms and provisions of this Agreement were arrived at by mutual negotiations
      among Pro Tech and iSt, with assistance from their respective officers,
      attorneys, and representatives. Therefore, no ambiguity, if any, in this
      Agreement that may arise in the future shall be interpreted against or adversely
      to a party based upon the party or attorney who may have originally drafted
      the
      language of any term or provision that is included in the
      Agreement.




5.  Choice
      of Laws .
      This
      Agreement and questions thereunder shall be governed by the law of Florida,
      and
      each party agrees to submit to the exclusive jurisdiction of the District Court
      for the Middle District of Florida, Tampa Division.




6.  Confidentiality .
      It is
      expressly agreed by Pro Tech and iSt, and by their respective lawyers,
      agents, partners, employees and all other persons acting at their direction
      or
      on their behalf, that the terms of this Agreement (and the negotiations,
      discussions, and correspondence that led up to this Agreement) shall remain
      confidential and shall not be disclosed to the media or to any other person,
      entity, agency or company, except as expressly required by law, the reporting
      requirements of the IRS, the U.S. Securities and Exchange Commission, or the
      Financial Services Authority. Notwithstanding the foregoing: (a) each party
      may disclose information about the Agreement itself to its attorneys,
      accountants, or agents if necessary for business purposes, if the disclosing
      party advises the recipient of the confidential nature of such information
      and
      the requirement for confidentiality; (b) each party may also disclose
      information about the Agreement after having obtained prior written consent
      of
      the other party;
      and (c) each party may also disclose the fact that this Lawsuit has been
      settled and dismissed as disclosed in the publicly-filed Stipulation and Order
      of Dismissal. Pro Tech and iSt also expressly agree and acknowledge that
      they will not use or disclose to third parties the content of any settlement
      negotiations, drafts or settlement correspondence, mediation statements, or
      any
      confidential or proprietary information they received during this
      Lawsuit.




11




**SIGNATURES** **:**




Pro Tech
      Monitoring, Inc.


By: 
/s/
              Guy Greitser
            
            
            Date:
11/27/2007Name:
Guy
                GreitserTitle:
DirectoriSECUREtrac
              CorporationBy:  /s/
              Peter A. Michel
            
            
            Date: 27
              Nov 07Name:
Peter
                A. Michel
              Title:
CEO




12




**EXHIBIT A**




**UNITED
      STATES DISTRICT COURT**


**MIDDLE
      DISTRICT OF FLORIDA**


**TAMPA
      DIVISION**




PRO
      TECH
      MONITORING, INC. ,




Plaintiff/Counter-Defendant,
            Case
                No. 8:07-cv-00422-23-SDM-TMBv.ISECURETRAC
                CORPORATION,
            Judge
                Steven D. MerrydayDefendant/Counter-Plaintiff._____________________________________/




**STIPULATION
      OF DISMISSAL**




IT
      IS
      HEREBY STIPULATED AND AGREED by and between Plaintiff/Counter-Defendant
      Pro Tech Monitoring, Inc. (“Pro Tech”), and
      Defendant/Counter-Plaintiff iSECUREtrac Corporation (‘iSt”) that, pursuant to
      Rule 41(a)(l)(ii), Fed. R. Civ. P., Pro Tech’s claims against iSt and
      iSt’s claims against Pro Tech in the above-captioned action be, and hereby
      are, dismissed with prejudice. Pro Tech and iSt agree and represent
      that:




1.  The
      parties have entered into a Confidential Settlement Agreement executed on
      November 27, 2007 (“Agreement”).




2.  This
      stipulation is expressly conditioned on the terms and conditions of the
      Agreement executed by the parties.




3.  The
      Court
      shall retain jurisdiction, pursuant to *Kokkonen v.
      Guardian Life Ins. Co. of America* ,
      511 U.S. 375, 114 S. Ct. 1673 (1994) and the inherent authority of the
      Court over the subject matter of this action and the Agreement for purposes
      of
      construing and enforcing the Agreement.




13


4.  Each
      party will bear its own costs and attorneys’ fees for this action.




Agreed
      To
      and Accepted By:




By:
            
            
            By:William
                H. Frankel
            
            
            Andrew
                C. GreenbergKent
                E. Genin
            
            
            Thomas
                J. RoehnDavid
                H. Bluestone
            
            
            Christopher
                M. SacoDavid
                P. Lindner
            
            
            William
                G. GiltinanBRINKS
                HOFER GILSON & LIONE
            
            
            CARLTON
                FIELDS, P.A.NBC
                Tower - Suite 3600
            
            
            Corporate
                Center Three at International455
                North Cityfront Plaza Drive
            
            
            PlazaChicago,
                Illinois 60611-5599
            
            
            4221
                West Boy Scout Boulevard(312) 321-4200
                (phone)
            
            
            Tampa,
                Florida 33607-5736(312) 321-4299
                (facsimile)
            
            
            ATTORNEYS
                FORDEFENDANT/COUNTER-PLAINTIFFH.
                William LarsonFla.
                Bar No. 0969930
              Ruth
                E. Freeburg
              Fla.
                Bar No.0018106
              LARSON
                  & LARSON, P.A.
              11199
                69thStreet
                North
              Largo,
                FL 33773
              ATTORNEYS
                FOR
              PLAINTIFF/COUNTER-DEFENDANT,
              PRO
                TECH MONITORING, INC.
              
              SO
                ORDERED this _____ day of _______________, 2007Honorable
                Steven D. Merryday
              United
                States District Judge




14


**EXHIBIT B**




**COMPLIANCE
      NOTICE**




The
      undersigned, Pro Tech Monitoring, Inc., a Delaware corporation with a
      principal place of business at 2549 Success Drive, Odessa, Florida
      (“Pro Tech”) hereby gives this Compliance Notice to iSECUREtrac, a Delaware
      corporation with a principal place of business at
      5078 South 111 th Street,
      Omaha, Nebraska (‘iSt”) pursuant to the certain Settlement Agreement entered
      into between Pro Tech and iSt on November _____, 2007.




**A.**  **RECITALS**




1.  On
      November _____, 2007, Pro Tech and iSt entered into a Settlement
      Agreement (the “Agreement”) for the purpose of resolving litigation and disputes
      concerning allegations of iSt’s infringement of U.S. Patent No. 5,731,757,
      issued March 24, 1998, entitled “Portable Tracking Apparatus for Continuous
      Position Determination of Criminal Offenders and Victims” (the
“’757 patent”).




2.  Pursuant
      to the Agreement iSt has provided Pro Tech with due opportunity to inspect
      a representative sample of certain iSt products modified as specified herein
      and, upon promptly confirming that such sample has been modified according
      to
      the terms and conditions of the Agreement, Pro Tech now explicitly affirms
      that iSt products so modified do not infringe the ’757 patent.




**B.**  **NOTICE**




On
      __________, _____, the undersigned, on behalf of, and authorized by,
      Pro Tech had due opportunity to inspect, and did so inspect, a
      _________________________________
      ____________________________________________ _
      ____________________________________________________________ bearing serial
      number ________________
      ___________________ (the “Unit”). iSt represents the Unit has been modified as follows:
      _____________________________________________________________________
      ___ ______.
      Pro Tech has inspected the Unit, confirmed that such modification has
      occurred, and hereby explicitly acknowledges that units so modified do not
      infringe any claim of the ’757 patent.




**Pro Tech
                Monitoring, Inc.**
            
            
            **iSECUREtrac
                Corporation**By:
            Date: __________
            
            By:
            Date: __________Name:
            
            
            Name:Title:
            
            
            Title:




15


**Exhibit C**




November 13,
      2007




ISECUREtrac
      Corp.


5078 S. 111th
      Street


Omaha,
      NE
      68137




Dear
      Sirs,




**Re:** **Elmo-Tech
      Software and Hardware Price List**




Attached
      please find our pricing for MEMS3000 monitoring software and extended
      warranty.




Initial
      400 MEMS3000 VB units will be provided with a 12 months warranty
      FOC. Items not covered under the warranty and extended warranty, losses and
      damages, are priced according to the attached pricelist.




Returned
      equipment that is found damaged after internal RMA procedures will, unless
      specifically instructed otherwise be fixed and charged accordingly.




MEMS
      alcohol sensor calibration is not covered under the agreement. iST can either
      purchase the calibration kit and perform the calibration independently, or
      ship
      units that require calibration to ElmoTech per the price in the attached
      pricelist. According to manufacturing recommendations, the MEMS should be
      calibrated every 6 months.




Unless
      otherwise specified in our agreement, payment terms are
      NET 30.




Shipments
      are per CIF delivery conditions (INCOTERMS 2000).




Please
      do
      not hesitate to contact me if you need any other clarifications.




Yours
      sincerely,




Guy
      Greitser




16


**Exhibit
      C**




**Part
      1 - Monitoring System Pricing (MEMS3000 monitoring module)**





System
                set
              up
            
            SW
                & HW
              License
              year1
            
            SW
                & HW
              License
              year2
                and
              above
            
            Maintenance
              and
                support year2 and
              above
            
            RemarksMEMS
                3000
            
            
            FOC
            
            
            FOC
            
            
            FOC1
            
            $
            10,000
            
            
            1Licensed
                up to 800 offendersMonitoring
              System
            
            
            
            
            
            
            
            
            
            
            
            annually2
            
            
            2All
                software and hardware related issues that pertain to the ElmoTech
                system
                are covered. Hardware and 3rdparty software is covered





17


**Exhibit C**




**Part
      2 - Hardware & 3** **rd** **Party
      SW:**





**Ln**
            
            **Internal
                PN**
            
            **Description**
            
            **Quantity**
            
            **Remarks**1
            
            38010014
            
            Cabinet
                SYS US High Availability
            
            13
            
            38110002
            
            UPS
                Net Management Card AP9617
            
            14
            
            38110006
            
            UPS
                3000 RM3U 120V
            
            17
            
            6411060
            
            ASSY
                TOP FOR ACTUATOR USB BOX
            
            2
            
            ElmoTech
                Proprietary for modem resets8
            
            381 0605
            
            MODEM
                V.92 56K USR5686E for US
            
            109
            
            40111063
            
            METAL
                RACK FOR ACT. MODEMS USR-1
            
            2
            
            ElmoTech
                Proprietary for modems in cabinet10
            
            382900014
            
            PowerCord
                1FT US
            
            1511
            
            38150006
            
            SWITCH
                - 10/100 19” 24 PORT
            
            112
            
            38390005
            
            Backup
                PC
            
            1
            
            For
                daily DB backups13
            
            100101116
            
            MODEM
                GSM SIEMENS TC-65
            
            2
            
            Cellular
                modes for text messaging14
            
            381200010
            
            SUN
              V210,
                2xCPU,2GBRAM, 2x 72GBHD
            
            1
            
            Main
                servers, 2 CPU, memory - 2 GB RAM and 2 hard drives with 72 GB
                each16
            
            38380002
            
            LICENSE
                - SUN Solaris Instl. Pack
            
            118
            
            38380003
            
            LICENSE
                FOR WIN. 2003 server
            
            121
            
            38180006
            
            Dell
                PowerEdge 1950 for DCC
            
            1
            
            DCC,
                1 CPU, 1 GB RAM, 2 power supplies,
              2 hard
                drives, 160 GB each in RAID 1
                configuration





18


**Exhibit C**




**Part
      3 - MEMS3000 VB Extended Warranty:**




All
      newly
      purchased equipment comes with a 12 months warranty. MEMS3000 VB kit
      extended warranty (including MEMS3000 VB receiver) is $200 per year per
      unit. Items not covered under the warrant and extended warranty, losses and
      damages, are priced according to the attached pricelist.




**MEMS3000
      VB Receivers (damages)**




**Item**
            
            **Price
                ($)**CPU
                board replacement
            
            
            410.0CPU
                board repair
            
            
            130.0CPU
                Micro PIC replacement
            
            
            55.0CPU
                I.C. flash replacement
            
            
            40.0CPU
                modem replacement
            
            
            150.0Battery
                lithum 3V 190mA 3pin
            
            
            20.0Battery
                7.2V 3.6A NIMH replacement
            
            
            90.0RF
                board replacement
            
            
            110.0RF
                board repair
            
            
            65.0RF
                board calibration
            
            
            35.0IR
                board replacement
            
            
            45.0IR
                board repair
            
            
            30.0Camera
                replacement
            
            
            170.0Camera
                board replacement
            
            
            110.0Camera
                board repair
            
            
            50.0Camera
                main chip (OV528-T64) replacement
            
            
            85.0Camera
                slave chip (OV7640-T28) replacement
            
            
            80.0Camera
                lens replacement
            
            
            35.0Antenna
                318 loop replacement
            
            
            30.0Antenna
                Stern replacement
            
            
            30.0Power
                Supply replacement
            
            
            55.0Plastic
                base replacement
            
            
            30.0Plastic
                Cover replacement
            
            
            45.0Plastic
                back cover replacement
            
            
            40.0Plastic
                camera holder replacement
            
            
            30.0Plastic
                cap tube replacement
            
            
            45.0Rubber
                tube blow replacement (including metal tubes)
            
            
            55.0Mirror
                replacement
            
            
            25.0BTI
                board replacement
            
            
            615.0





19


**Exhibit
      C**




**Item**
            
            **Price
                ($)**BTI
                Sensor + Heater
            
            
            300.0BTI
                Pump without heater and clip
            
            
            275.0BTI
                Chip
            
            
            110.0BTI
                Pressure Transducer
            
            
            90.0BTI
                Buzzer
            
            
            50.0Touch
                Panel replacement
            
            
            50.0Siren
                replacement
            
            
            30.0CABLE
                2W 18AWG FM/FM FOR CPU/BAT
            
            
            15.0CABEL
                FLAT FM/FM 10P FOR BAT DAT
            
            
            15.0Battery
                support
            
            
            15.0Power
                supply AC/DC 110 VAC-12VDC/4A
            
            
            30.0Cable
                telephone black
            
            
            10.0MEMS
                Calibration
            
            
            60.0MEMS
                Carry Case
            
            
            30.0





20