Exhibit 10.24
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                DISTRIBUTOR SALES, SERVICE AND LICENSE AGREEMENT


         This   Distributor   Sales,   Service  and  License   Agreement   (this
"Agreement")  is made as of the  fifth day of  February,  2007,  by and  between
SecureAlert,  Inc., a Utah corporation ("SecureAlert"),  and Seguridad Satelital
Vehicular  S.A. de C.V.,  a company  organized  and  existing  under the laws of
Mexico ("Distributor").

         WHEREAS,   SecureAlert  markets  and  sells  TrackerPAL(TM)  electronic
monitoring  bracelet devices and related  accessories and equipment as described
in the Product  Description  attached hereto as Schedule A, as such schedule may
be changed from time to time by SecureAlert  by written  notice to  Distributor,
such products to be hereinafter referred to as the "Products"; and

         WHEREAS,   Distributor  desires  to  act  as  an  exclusive  authorized
Distributor of the Products in the geographic  area consisting of the country of
Mexico,  as such geographic area may be changed from time to time by SecureAlert
by written  notice to  Distributor  (the "Sales  Territory"),  to the  customers
described  in Schedule B, as such  schedule  may be changed from time to time by
SecureAlert by written notice to Distributor ("Customers");

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
representations,  covenants and agreements  contained  herein and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

1.       Distribution of the Products.

         1.1  Appointment.  Subject to the  provisions in Section 3.1(b) hereof,
SecureAlert hereby appoints Distributor as its exclusive authorized  distributor
of the  Products  to  Customers  in and for use  within the Sales  Territory  in
accordance  with the provisions of this  Agreement.  Distributor  hereby accepts
such  appointment  and agrees to use its best efforts to develop and exploit the
market and to solicit  sales and obtain  orders for the purchase of the Products
by Customers for use in the Sales Territory.

         1.2  Subdistributors.   Distributor  may  not  appoint,   delegate  to,
deputize,  authorize or in any way whatsoever  empower any other party to act on
Distributor's  behalf under this Agreement or otherwise  assign its rights under
this Agreement to a third party, without the express,  prior written approval of
SecureAlert.  If Distributor proposes to enter into any such agreements with any
party to market,  distribute or sell  Products,  the terms and provisions of all
such  agreements  shall be void and have no effect  unless they are  approved by
SecureAlert  and contain  undertakings  on the part of such parties to carry out
and adhere to all applicable  obligations and duties of Distributor hereunder. A
failure  by any such  party to carry  out or adhere  to said  obligations  shall
constitute a breach of this Agreement and  SecureAlert  shall be entitled to all
of the rights and remedies provided hereunder upon a breach by Distributor.

         1.1 Competitive  Products.  During the term of this Agreement and for a
period of two (2) years after its termination for any reason,  Distributor shall
not, and Distributor  shall cause its Affiliates not to, directly or indirectly,
market,  sell or otherwise  distribute  other  products which may be competitive
with the  Products in the Sales  Territory  without the express,  prior  written
consent  of  SecureAlert.  Distributor  acknowledges  and  agrees  that  (i) the
covenants  and  restrictions  set  forth  in this  Section  1.3  are  necessary,
fundamental  and  required  for  the  protection  of the  legitimate  continuing
interests of  SecureAlert,  and (ii) a breach or attempted  breach of any of the

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covenants  and  restrictions  contained  in this  Section  1.3  will  result  in
irreparable   harm  and  damage  to  SecureAlert   which  cannot  be  adequately
compensated by monetary damages.  Accordingly, in addition to all other remedies
that may be available in this Agreement, at law or in equity,  SecureAlert shall
be  entitled  to the  immediate  remedy  of a  temporary  restraining  order  or
preliminary  injunction and such other form of temporary or permanent injunctive
or other equitable relief as may be issued by a court of competent  jurisdiction
to restrain or enjoin a breach or threatened breach of all or any portion of the
covenants and  restrictions  or to  specifically  enforce the provisions of this
Section 1.3.

2.       Distributor's Duties. Distributor's duties hereunder shall include, but
not be limited to:

              (a) fully and accurately  advising present and potential Customers
         within the Sales Territory of Product  prices,  terms and conditions of
         sale;

              (b)  regularly  and  diligently  soliciting  Products  orders from
         present and  potential  Customers  within the Sales  Territory  for use
         within the Sales Territory;

              (c) making regular sales calls or  solicitations  upon present and
         potential  Customers within the Sales Territory and such other calls or
         solicitations as SecureAlert may, from time to time, reasonably direct;

              (d) promptly  distributing to all present and potential  Customers
         located  within  the  Sales  Territory  all   SecureAlert   promotional
         materials,  offers  and  consideration  relating  to the  Products,  as
         appropriate;

              (e)  consulting  with and  furnishing  information  to SecureAlert
         concerning  Customers'  requirements and other matters which may affect
         Product sales in the Sales Territory;

              (f) establishing and operating a call center, including engaging a
         sufficient   number  of  trained   professional   staff  and  procuring
         sufficient  facilities  and  subject  to  Section  5 below,  performing
         monitoring  services  concerning  the  Products and Clients (as defined
         below) without the assistance of SecureAlert;

              (g) coordinating problem resolution with third parties,  including
         cellular carriers and other service carriers,  and obtaining sufficient
         cellular carrier services to address voice and data service coverage to
         meet  Distributor's  needs and the needs of any third party  requesting
         monitoring of Clients;

              (h) retaining, together with the Customers, complete authority for
         case   selection   (subject   to  Section   6.7(d)),   management   and
         administration  with  respect  to  each  Client,  including  monitoring
         responsibility with respect to each Client;

              (i)  identifying  and making  available  Distributor  staff and/or
         equipment that complies with  SecureAlert's  policies as in effect from
         time to time;

              (j) not making any  representations  or giving any  warranties  or
         other  benefits in favor of the  Customers or proposed  Customers or to
         the detriment of SecureAlert  beyond those  contained in  SecureAlert's
         then current conditions of sale;

              (k)  reporting   full   information   to   SecureAlert  to  enable
         SecureAlert to ensure that the Products meet local regulations relating
         to health, safety, environment, labeling and the like;


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              (l)  refraining  from any act or  practice  that (i) might tend to
         diminish or inhibit Product sales or in any way adversely  reflect upon
         SecureAlert or (ii) constitutes a violation of applicable law;

              (m)   refraining   from   promoting,   soliciting   or   otherwise
         participating  in the sale in the  Sales  Territory  of  products  that
         compete directly or indirectly with the Products;

              (n)  refraining  from  changing   Product  labels  or  containers,
         repackaging  the Products or  otherwise  presenting  or  marketing  the
         Products in competition  with or as similar  substitute items for other
         products of SecureAlert sold in the Sales Territory;

              (o) furnishing to SecureAlert copies of all proposed  advertising,
         technical,   sales  and  other  materials   relating  to  Products  and
         refraining from or discontinuing the use of any such materials which in
         the opinion of  SecureAlert  are  inappropriate  or  misleading  or may
         subject SecureAlert to liability;

              (p) supplying  SecureAlert with such reports and other information
         as SecureAlert may reasonably request from time to time;

              (q)  refraining  from (i) acting in any manner  that could  expose
         SecureAlert  to any liability and (ii) pledging or purporting to pledge
         SecureAlert's credit;

              (r)  informing  SecureAlert  of any  actual  or, to  Distributor's
         knowledge,   reasonably  likely,   infringements  of  its  Intellectual
         Property rights and assisting  SecureAlert in the  safeguarding of such
         legal rights;

              (s) not disputing the right of  SecureAlert  to its trademarks and
         not registering or having  registered in any country any word or symbol
         whatsoever for the Products or any of  SecureAlert's  other products or
         products under development;

              (t) not disputing the ownership by SecureAlert of all Intellectual
         Property rights in and to the Products,  Software or Support  Services,
         regardless  of (i)  whether any such  rights  were  conceived  by, were
         created by, or initially accrue to Distributor or (ii) when such rights
         came into existence;

              (u) not  marketing  the  Products  (i) for sale,  delivery  or use
         outside  the Sales  Territory,  unless  otherwise  agreed in writing in
         advance with  SecureAlert,  (ii) for sale inside the Sales Territory if
         the  Products is  ultimately  destined  for delivery or use outside the
         Sales  Territory,  unless  otherwise  agreed in writing in advance with
         SecureAlert or (iii) for sale, delivery or use in any manner other than
         the Permitted Use;

              (v) not  marketing  the Products  (i) for sale and delivery  other
         than to Customers,  unless  otherwise agreed in writing in advance with
         SecureAlert,  or  (ii)  for  sale to  Customers,  if the  Products  are
         ultimately  destined  for  delivery  to or use by  persons  other  than
         Customers, unless agreed in writing in advance with SecureAlert;

              (w)  without   limiting  the   obligations  in  Section  1.3,  not
         developing,  creating,  improving  or  assisting  any  third  party  to
         develop,  create or improve,  any  product,  software  or service  that
         competes directly or indirectly with the Products,  Software or Support
         Services;

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              (x) exporting the Products from the United  States,  importing the
         Products into the Sales Territory, including obtaining licenses, paying
         all duties,  clearing  customs,  transporting,  and such other  related
         activities as may be necessary to export,  import,  inspect,  transport
         and store the Products;

              (y) complying,  at its sole expense,  with all Laws  applicable to
         the performance of its duties under this Agreement and to the operation
         of this Agreement,  including the filing of all documents and obtaining
         of all permits, authorizations and the like required by the Laws of all
         the jurisdictions in the Sales Territory; and

              (z) paying all expenses of and  incidental to the  distributorship
         obligations  hereunder  incurred  by  the  Distributor,  including  all
         acquisition, payment and maintenance costs of all hardware and software
         associated  with  the  Distributor's  operations,   including,  without
         limitation,  server hardware,  network equipment,  third party software
         licenses,  telephony  infrastructure,  cellular carrier fees (including
         certification  and service  subscriptions),  optional software services
         integrated local government fees, local government  certification  fees
         and  operational  fees and  fees to  facilitate  language  localization
         associated with the Products and Software.

3.       Certain Terms and Conditions of Product Sales.

         3.1 Product Inventory; Minimum Purchase Requirements.

              (a) Distributor  shall purchase a minimum number of Units for sale
         to Customers in the Sales Territory, during the Initial Term and during
         each Renewal Term, in accordance with the terms set forth in Schedule C
         attached to this  Agreement,  as such schedule may be changed from time
         to time  (i) in  writing  by  SecureAlert  and  Distributor  or (ii) by
         SecureAlert in accordance with Section 6.1.

              (b) If Distributor fails to purchase the minimum quantities during
         the Initial  Term or any Renewal  Term as provided in this Section 3.1,
         SecureAlert,  at  its  option,  on 30  days  prior  written  notice  to
         Distributor,  may (i) amend this Agreement to provide that  Distributor
         is its  non-exclusive  authorized  distributor  of the  Products in the
         Sales Territory or (ii) terminate this Agreement.

4.       Terms and Conditions of Software License.

         4.1 License.  In connection with the sale of the Products,  SecureAlert
hereby  grants  to  Distributor  a  limited,  non-exclusive,   non-transferable,
non-assignable, non-sublicensable, limited license (the "License") to use in the
Sales  Territory  software for  electronically  monitoring  individuals  who are
either  required  to be or have  agreed to be  tracked  by the  Tracker  PAL(TM)
electronic  monitoring  bracelet  device  comprising  part of the Products  (the
"Clients")  with  SecureAlert's  proprietary  software  (the  "Software").   The
Software is in object code form only to be installed  and run on a single server
solely for the Permitted Use. Except as otherwise  expressly provided under this
Agreement,  Distributor shall have no right, and Distributor specifically agrees
not to:  (1)  sublicense,  distribute  or  modify,  or adapt,  port,  translate,
localize or create  derivative  works of the Software;  (2) reproduce,  copy, in
whole or in part, decompile, decrypt, reverse engineer, disassemble or otherwise
reduce the Software to human-readable  form; (3) export the Software outside the
Sales  Territory;  (4)  duplicate  the  Software  except for a single  backup or
archival  copy  that is  conspicuously  labeled  "SecureAlert  Confidential  and
Proprietary Software;" (5) use the Software for commercial  timesharing,  rental
or service  bureau use;  or (6)  monitor or agree to monitor any Client  without
first causing the Client  and/or third party  requesting  the  monitoring of the
Client  to agree to the terms of  Section  6.7 of this  Agreement.  Title to the
Software,  all  property  rights,  including  all the  tangible  and  intangible

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Intellectual  Property rights therein, and all materials other than the Products
supplied to Distributor  under this  Agreement  shall be and remain the sole and
exclusive property of SecureAlert. Distributor agrees that it shall at all times
keep the Software free from any legal process or lien whatsoever,  and agrees to
give  SecureAlert  immediate  notice if any legal process or lien is asserted or
made against the Software.

         4.2  Operation.  On a  monthly  basis,  SecureAlert  shall  provide  to
Distributor a new key code required to operate the Software.  Distributor  shall
provide SecureAlert a secure access to the network server upon which Distributor
shall house the Software in order for  SecureAlert  to perform  maintenance  and
upgrade  functions.  Distributor shall provide  SecureAlert remote access at all
times to Distributor's  TrackerPAL(TM)  and  TrackerPAL(TM)  Gateway servers for
support and  troubleshooting.  Such access  shall be provided  through a secured
firewall access and/or a dedicated  site-to-site  data link.  Distributor  shall
provide and maintain,  at its cost, a data  connection  between  SecureAlert and
Distributor's  server  facility.  The data connection shall facilitate a minimum
sustained bandwidth of 1.5mbs or higher.

         4.3 License Fee. During the term of the Agreement,  Distributor  agrees
to pay to  SecureAlert,  the  license fee as set forth in Schedule D attached to
this  Agreement  as it may be changed by mutual  agreement  of  SecureAlert  and
Distributor from time to time in writing.  Distributor agrees that Distributor's
obligation to pay is unconditional and is not subject to any reduction, set-off,
defense or counterclaim for any reason whatsoever.  If at any time,  Distributor
has any balance  owing under this  Agreement  that is more than thirty (30) days
past due,  SecureAlert has the right to withhold the monthly key code referenced
in Section 4.2 above.

         4.4  Non-Disclosure  of  Software.  Distributor  acknowledges  that the
Software is  confidential  and  proprietary  information  of  SecureAlert,  that
Distributor may obtain or have access to additional confidential and proprietary
information  of  SecureAlert,  and that all such  confidential  and  proprietary
information is the sole and exclusive  property of SecureAlert or other entities
or persons Affiliated with SecureAlert (the "Software Proprietary Information").
Distributor   agrees  to  keep  all  such   Software   Proprietary   Information
confidential,  to limit its use to the Permitted  Use, and to protect it with at
least  the same  level  of  protection  that  Distributor  affords  its own most
confidential  and  proprietary  information.   If  Distributor  is  required  by
applicable  Law or  regulation  or by legal  process to  disclose  any  Software
Proprietary  Information,  Distributor agrees that it shall provide  SecureAlert
with  reasonable  prior written notice of such request to enable  SecureAlert to
seek a protective order or other appropriate remedy prior to disclosure.  Should
this Agreement be terminated for any reason  whatsoever,  Distributor  shall, at
the request of  SecureAlert,  either  destroy or promptly  (but no later than 15
days after such  termination)  deliver to SecureAlert  all Software  Proprietary
Information,   including  all  documents  or  other  media  containing  Software
Proprietary  Information,   including  all  copies,  reproductions,   summaries,
analysis or extracts thereof, in the possession of Distributor,  and Distributor
shall,  concurrently  with such destruction or delivery,  certify to SecureAlert
that  Distributor  has done so. The obligation to keep the Software  Proprietary
Information  confidential  pursuant to this Section shall survive the expiration
or termination of this Agreement.

         4.5 Intellectual Property. Without limiting anything in Section 10, any
rights,  including all Intellectual  Property rights,  developed by or resulting
from  Distributor's  performance  pursuant  to this  License  will be  owned  by
SecureAlert,  and Distributor will assist SecureAlert,  as reasonably necessary,
in further documenting such ownership, including the execution of any assignment
documents.

5.       Support Services and Training.

         5.1 Support Center. In connection with the sale of the Products and the
licensing of the Software  pursuant to the License,  SecureAlert will provide to
Distributor  reasonable  support  services  related to the  Software,  including
Training  (as  defined  below)  ("Support  Services").  Distributor  may contact

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SecureAlert's Support Center at any time, via telephone, facsimile or email, and
SecureAlert  shall use its  commercially  reasonable  efforts  to respond to any
service  inquiries within fifteen (15) minutes following receipt of such service
inquiries by either (a) telephone or (b) the same means by which the inquiry was
submitted.

         5.2 Software Maintenance.  SecureAlert will provide reasonable Software
Maintenance to Distributor that may include  modifications,  upgrades,  updates,
fixes and/or  patches to the Software as part of the Support  Services  (each, a
"Maintenance Release").

         5.3  Software  Errors.  An "Error"  means a failure of the  Software to
conform to the specifications set forth in the Software documentation, resulting
in the inability to use, or material restriction in the use of, the Software. An
"Update" means either a software  modification  or addition  that,  when made or
added to the Software,  corrects the Error, or a procedure or routine that, when
observed in the regular  operation of the  Software,  eliminates  the  practical
adverse  effects  of  the  Error  on  the  Distributor.  SecureAlert  will  make
commercially  reasonable  efforts  to  provide  an Update  designed  to solve or
by-pass a reported Error.  The Update may be provided in the form of a temporary
fix, procedure or routine, to be used until a Maintenance Release containing the
permanent  Update is  available.  Distributor  shall  reasonably  determine  the
priority level of Errors, pursuant to the following protocols:

              (a)  Severity  One  Error.   SecureAlert  promptly  initiates  the
         following  procedures:  (1) assigns specialists to correct the Error on
         an expedited basis; (2) provides ongoing communication on the status of
         an Update;  and (3) begins to provide a temporary  workaround or fix. A
         Severity  One  Error  means  the (i)  system is  severely  impacted  or
         completely  shut down or (ii)  system  operations  or  mission-critical
         applications are down.

              (b) Severity Two Error. SecureAlert assigns one of its specialists
         to begin an Update, and provides  additional,  escalated  procedures as
         reasonably  determined necessary by SecureAlert Support Services staff.
         SecureAlert  exercises  commercially  reasonable  efforts  to provide a
         workaround  or  include a fix for the  Severity  Two Errors in the next
         Maintenance  Release.  A  Severity  Two Error  means (i) the  system is
         functioning  with  limited  capabilities,  or  (ii)  is  unstable  with
         periodic interruptions,  or (iii) system operations or mission-critical
         applications are periodically down.

              (c) Severity Three Error. SecureAlert may include an Update in the
         next  Maintenance  Release.  A Severity Three Error means there (i) are
         errors  in  fully  operational  systems,  (ii)  is a  need  to  clarify
         procedures or information in documentation, or (iii) is a request for a
         product enhancement.

              (d)  Maintenance  Releases  and  Upgrades.  During the term of the
         License,  SecureAlert  will  make  Maintenance  Releases  available  to
         Distributor  if, as and when  SecureAlert  makes  any such  Maintenance
         Releases  available to its other customers.  If a question arises as to
         whether a product  offering  is an Upgrade or a new product or feature,
         SecureAlert's  opinion will prevail,  provided that SecureAlert  treats
         the  product  offering  as a new  product  or  feature  for  its  other
         customers generally.

         5.4  Conditions  for  Providing  Support.  SecureAlert's  obligation to
provide  Support  Services is conditioned  upon the following:  (a)  Distributor
makes reasonable efforts to solve the problem after consulting with SecureAlert;
(b) Distributor provides  SecureAlert with sufficient  information and resources
to correct the problem  either at  SecureAlert's  Support  Center or via dial-up

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access at Distributor's  site, as well as access to personnel,  hardware and any
additional  software  involved  in  discovering  the  problem;  (c)  Distributor
promptly installs all Maintenance Releases;  (d) Distributor procures,  installs
and maintains all equipment, telephone lines, communication interfaces and other
hardware necessary to operate the Software; and (e) Distributor is not in breach
of any of its representations, covenants or other obligations in this Agreement,
including its duties set forth in Section 2.

         5.5 Exclusions from Support  Services.  SecureAlert is not obligated to
provide Support Services in the following situations:  (a) the Software has been
changed,  modified  or  damaged  (except  if under  the  direct  supervision  of
SecureAlert);  (b) the problem is caused by Distributor's  negligence,  hardware
malfunction or other causes beyond the reasonable  control of  SecureAlert;  (c)
the problem is with third party software not licensed through  SecureAlert;  (d)
Distributor has not installed and implemented Maintenance Release(s) so that the
Software is a version  supported by  SecureAlert;  (e)  Distributor has not paid
fees when due; and (f) any of the  conditions in Section 5.4 is not satisfied at
the time such services are to be performed.  If  SecureAlert  chooses to provide
Support  Services  under  any of the  situations  listed  above,  it may  charge
Distributor time and materials for such Support Services.

         5.6  Training.  In  connection  with the sale of the  Products  and the
licensing of the Software pursuant to the License,  SecureAlert will provide, at
no additional  cost to  Distributor,  training from time to time on an as needed
basis as determined by Distributor and agreed to by SecureAlert, for the purpose
of  assisting   Distributor  to  incorporate  the  Software  into  Distributor's
monitoring system (the "Training").  The Training shall not require the presence
of SecureAlert  personnel in the Sales Territory.  Distributor shall provide, or
make  available to  SecureAlert  at no cost,  (i) any  information,  hardware or
software  resources or other materials of Distributor  reasonably  necessary for
SecureAlert  to  perform  the  Training,   (ii)  reasonable  assistance  in  the
performance  of such  Training;  and (iii)  reasonable  access to  Distributor's
facilities and personnel.

6.       Other  Terms  and  Conditions of  Product Sales,  License, Services and
Other Agreements.

         6.1 Price and Fees.

              (a) Product  Sales.  The prices for the Products to be supplied by
         SecureAlert to Distributor are set forth in Schedule C attached to this
         Agreement,  as it may be changed by mutual agreement of SecureAlert and
         Distributor  from time to time in writing;  provided,  however,  if the
         direct or  indirect  cost to  SecureAlert  of  providing  the  Products
         increases or decrease after the Effective Date, SecureAlert may, in its
         sole discretion, amend Schedule C to change the prices to the extent of
         any such cost increase or decrease.  Prior to any unilateral  amendment
         of such Schedule by SecureAlert,  SecureAlert shall provide Distributor
         with  reasonable  documentation  to  evidence  such  cost  increase  or
         decrease,  and any such amendment to Schedule C shall become  effective
         immediately upon notice of such amendment to Distributor.

              (b) License.  As consideration for the License,  Distributor shall
         pay  SecureAlert  a license  fee as set forth in Schedule D attached to
         this Agreement, as it may be changed by mutual agreement of SecureAlert
         and Distributor from time to time in writing.

              (c) Certain Fees. Prices and fees for the Products and the License
         do not include transportation, freight or insurance costs, all of which
         shall  be borne  by  Distributor.  The  prices  and  fees set  forth in
         Schedule  C  and   Schedule  D  do  not  include  any  fees,   charges,
         withholdings, commissions, etc., nor any U.S. or Mexican federal, state
         or  local  taxes or  import  tariffs  which  may be  applicable  to the
         Products  sold or  Software  or Support  Services  provided  under this
         Agreement.  A sum equal to any such amounts will be added  (grossed up)

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         to the amounts to be paid to  SecureAlert  pursuant to this Section 6.1
         in case  SecureAlert  has  the  legal  obligation  to  collect,  pay or
         withhold any such amounts under any applicable Laws.  Distributor shall
         pay  any  such  amounts  to  SecureAlert  unless  Distributor  provides
         SecureAlert  with a valid tax exemption  certificate  authorized by the
         appropriate  taxing authority.  Each Party shall be responsible for its
         own income taxes in respect of any income earned or losses  incurred by
         such Party under this Agreement.

         6.2 Payment Terms.

              (a)  Product  Sales.   Distributor  shall  pay  for  the  Products
         purchased  hereunder  prior to the  delivery  of such  Products  and in
         accordance with the terms and provisions of this Section 6. SecureAlert
         will not be obligated to deliver any Product until it has received full
         payment  for (i) such  Product and any related  fees,  charges,  taxes,
         duties, imports, charges, assessments and other amounts and costs to be
         paid to  SecureAlert  by Distributor in respect of the Product and (ii)
         all other amounts then due and payable under this Agreement.

              (b) License. Commencing on the License Fee Start Date, Distributor
         shall pay the License  fees set forth in  Schedule D and in  accordance
         with the terms and provisions of this Section 6. SecureAlert shall have
         the right, in its sole  discretion,  to terminate the License if at any
         time  Distributor  has a License  fee  balance  owing that is more than
         thirty (30) days past due.

              (c)  Expense  Reimbursement.  Distributor  shall pay or  reimburse
         SecureAlert for travel,  meal,  lodging and living expenses incurred by
         SecureAlert's   personnel  in  performing   the  Support   Services  if
         Distributor  requests  SecureAlert's  personnel  to travel  outside the
         Sandy, Utah, U.S.A. vicinity and SecureAlert reasonably determines that
         the need for such Support Service is related to Distributor's breach of
         its obligations under this Agreement, Distributor's failure to properly
         maintain  the  Products or Software or any other matter that could have
         reasonably been resolved by Distributor without  SecureAlert  personnel
         traveling outside the Sandy, Utah, U.S.A. vicinity.

              (d) Invoices.  With respect to all payments and  reimbursements to
         be made by  Distributor  to  SecureAlert  pursuant  to this  Agreement,
         including  Sections  6.2(a),  (b)  and  (c),   SecureAlert  shall  send
         Distributor  an invoice  containing a description of the relevant fees,
         charges,  taxes,  tariffs,  duties,  imports,  charges,   withholdings,
         assessments  and other amounts and costs to be paid to  SecureAlert  by
         Distributor.

                     (i) Upon receipt of an order for the  Products  pursuant to
         Section 6.6, SecureAlert shall send Distributor an invoice containing a
         description  of the relevant fees,  charges,  taxes,  tariffs,  duties,
         imports, charges, withholdings, assessments and other amounts and costs
         to be paid to  SecureAlert  by  Distributor  in respect of the  ordered
         Products.  All  such  invoiced  amounts  shall  be due and  payable  by
         Distributor  prior to the  delivery  of the  Products  covered  by such
         order.

                     (ii) On or about  the first day of each  month  during  the
         term of this Agreement,  SecureAlert  shall send Distributor an invoice
         containing a description of the accrued and unpaid License fees and all
         other charges, taxes, tariffs, duties, imports, charges,  withholdings,
         assessments  and other amounts and costs to be paid to  SecureAlert  by

                                       8
<PAGE>

         Distributor  under this  Agreement,  together  with the interest on any
         past due amounts,  through the date of such invoice.  All such invoiced
         amounts shall be due and payable by  Distributor  within thirty days of
         the date of such  invoice,  except  for any past  due  amounts  and any
         interest thereon, which shall be immediately payable.

                     (iii) From time to time, SecureAlert shall send Distributor
         an  invoice  containing  a  description  of the  amounts  to be paid or
         reimbursed to SecureAlert pursuant to Section 6.2(c) or otherwise under
         this  Agreement,  to the extent such  amounts are not  reflected  in an
         invoice delivered pursuant to Section 6.2(d)(i) or (ii),  together with
         reasonable supporting  documentation of such amounts. All such invoiced
         amounts shall be due and payable by Distributor within five days of the
         date of such  invoice,  together  with  the  interest  on any  past due
         amounts, through the date of such invoice.

                     (iv)  Distributor  agrees to pay  interest  on any past due
         amounts at the rate of one percent (1%) per month,  or the maximum rate
         permitted by applicable Law,  whichever is less,  until full payment of
         any past due amount has been made to SecureAlert.

              (e) Payments upon  Termination.  Immediately upon a termination of
         this  Agreement,  all amounts owed to SecureAlert  under this Agreement
         shall become immediately due and payable, to the extent not already due
         and payable,  and Distributor  shall pay such amounts to SecureAlert on
         or before the tenth day following the  termination  of this  Agreement.
         Distributor  agrees to pay interest on any past due amounts at the rate
         of one  percent  (1%) per  month,  or the  maximum  rate  permitted  by
         applicable Law,  whichever is less, until full payment has been made to
         SecureAlert.

              (f)  Payment  Method;   Currency.   All  payments  to  SecureAlert
         hereunder  shall be made by (i) wire transfer of immediately  available
         funds to an account  designated  by  SecureAlert  in writing or (ii) by
         irrevocable  letters of credit issued  directly in favor of SecureAlert
         by a  United  States  bank  acceptable  to  SecureAlert,  in  its  sole
         discretion,  the proceeds of which shall be available to SecureAlert at
         sight upon  presentation  of its invoices.  All payments to SecureAlert
         hereunder shall be made in United States dollars.

         6.3 Delivery.  All deliveries of the Products to Distributor hereunder,
unless otherwise agreed in writing,  shall be made FOB Sandy,  Utah, U.S.A., and
liability  for  loss  or  damage  in  transit,  or  thereafter,  shall  pass  to
Distributor  upon  SecureAlert's  delivery of  Products to a common  carrier for
shipment.  Shipping dates are approximate  and are based, to a great extent,  on
prompt  receipt  by  SecureAlert  of all  necessary  ordering  information  from
Distributor.  Distributor shall bear all costs of transportation,  insurance and
customs,  and will promptly  reimburse  SecureAlert  if  SecureAlert  prepays or
otherwise pays for such expenses.  SecureAlert shall not be in default by reason
of any failure in its  performance  under this Agreement if such failure results
from a force majeure event as described in Section 17 or otherwise arises out of
causes beyond the control of SecureAlert.  Without  limiting any other provision
of this  Agreement,  SecureAlert  shall not at any time be liable for  indirect,
special,  punitive,  incidental or consequential damages or lost profits arising
out of the delivery,  or failure to deliver,  the Products.  Distributor  or its
appointed  customs  broker  shall take  possession  of the  Products at the U.S.
border at a specific  location  to be agreed  upon by the  Parties;  Distributor
shall bear the costs and be responsible and liable for the legal importation and
status of the Products in the Sales Territory.

                                       9
<PAGE>

         6.4 Regulatory Approval.  Distributor shall be responsible for securing
all marketing and other regulatory  approvals and permits necessary or otherwise
required  in the  Sales  Territory  and  shall  pay  for  all  costs  associated
therewith. Distributor shall submit to SecureAlert for approval all applications
and  correspondence  in connection with securing such approvals or permits prior
to the submission of such  applications or  correspondence  to any  Governmental
Authority.

         6.5 Import and Export Costs.  Any taxes,  duties,  imports,  charges or
assessments  levied on the  Products,  Software or Support  Services or payments
hereunder by any Governmental  Authority within the Sales Territory shall be the
responsibility  of and paid by  Distributor.  Any  similar  costs  levied by the
United States of America or any state thereof shall be the responsibility of and
paid for by  Distributor.  Distributor  shall be  responsible  for obtaining all
export licenses required for shipment of the Products to the Sales Territory.

         6.6  Orders.  Distributor  agrees  to  submit  written  orders  for the
Products to SecureAlert at its address set forth in Section 16 of this Agreement
on order forms prescribed and supplied by SecureAlert.  All such orders (i) must
be  submitted  at least  60 days  prior to the  requested  delivery  date of the
Products covered by such order,  (ii) shall be firm and binding upon Distributor
upon submission and (iii) are subject to approval and acceptance by SecureAlert.
On the first day of each month  during the term of this  Agreement,  Distributor
shall  provide  SecureAlert  with a good faith  estimate  of the  Products to be
ordered by Distributor  during the  immediately  following  twelve month period;
provided that such forecast shall not constitute an order and shall not obligate
SecureAlert  to  approve  or  accept  any  particular  order.   SecureAlert  and
Distributor  acknowledge  and agree that the extent to which any order or series
of orders  deviates  from the  forecast  may affect  SecureAlert's  approval  or
acceptance of any particular order.

         6.7  Warranty;   Disclaimer;   Limitation   of   Liability;   Remedies;
Indemnification.  Distributor  agrees on its own  behalf and agrees to cause its
Clients and any third party  requesting the monitoring of Clients by Distributor
to agree prior to receiving monitoring services from Distributor that:

              (a)  Regardless  of cause,  Distributor  and such Clients and such
         requesting third parties  (collectively  "Servicees") shall not assert,
         and SecureAlert  shall not be liable for, any claim whatsoever  against
         SecureAlert  for any  and  all  direct,  indirect,  special,  punitive,
         incidental  or  consequential  damages  or lost  profits  or any  other
         damages, without limitation, which may result from the use of, delivery
         of,  failure  to  deliver,  or any  inadequacy  of, the  Products,  the
         Software,  the Support Services or any obligation of SecureAlert  under
         this Agreement.  SecureAlert and the  manufacturer(s)  and vendor(s) of
         the Products and Software are separate, independent companies, and that
         neither a  manufacturer  nor any vendor of the Products and Software is
         SecureAlert's  agent,  partner  or joint  venture.  No  representation,
         guaranty,  or warranty by a manufacturer  or any vendor of the Products
         and Software is binding on SecureAlert, and no breach by a manufacturer
         or any such vendor shall excuse  Distributor's  obligations  hereunder.
         Servicees' sole remedy against  SecureAlert for any failure  whatsoever
         relating in any way to the use of the Products  and  Software  shall be
         limited to the replacement of the Products and Software; provided, that
         any such failure of the Products and Software was not caused by any act
         or omission on the part of any Servicee.

              (b)  NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN THIS  AGREEMENT,
         SECUREALERT  PROVIDES  THE  PRODUCTS,  SOFTWARE  AND SUPPORT  SERVICES,
         "AS-IS"  WITH ALL  FAULTS  AND MAKES NO  WARRANTIES,  WHETHER  EXPRESS,

                                       10
<PAGE>

         IMPLIED,  STATUTORY  OR  OTHERWISE,   INCLUDING  WARRANTIES  OF  TITLE,
         NONINFRINGEMENT,  MERCHANTABILITY,  QUALITY, ACCURACY AND FITNESS FOR A
         PARTICULAR  PURPOSE IN CONNECTION  WITH THIS  AGREEMENT,  THE PRODUCTS,
         SOFTWARE OR SUPPORT  SERVICES EVEN IF SECUREALERT  HAS BEEN INFORMED OF
         SUCH  PURPOSE.  THERE IS NO  WARRANTY  THAT ANY  PRODUCTS,  SOFTWARE OR
         SUPPORT  SERVICE,  THE  INFORMATION  PROVIDED  THEREIN OR IN CONNECTION
         THEREWITH OR  SECUREALERT'S  EFFORTS WILL FULFILL ANY OF THE SERVICEES'
         OR ANY OTHER PERSON'S NEEDS.

              (c) SECUREALERT IS NOT RESPONSIBLE FOR ANY INJURIES,  DAMAGES,  OR
         LOSSES TO THE  SERVICEEES,  OR TO ANY OTHER PERSON OR TO ANY  PROPERTY,
         REGARDLESS OF OWNER, CAUSED BY THE USE, MISUSE,  IMPROPER ACTIVATION OR
         IMPROPER  MAINTENANCE  OF THE PRODUCTS OR  SOFTWARE,  OR THE FAILURE TO
         CONNECT TO, OR THE INABILITY TO ACCESS, THE USER INTERFACE, THE FAILURE
         TO FOLLOW ANY  INSTRUCTIONS OR ABIDE BY ANY POLICIES RELATED THERETO OR
         TO ANY  MONITORING  SERVICE,  OR THE  FAILURE OF THE SAME TO OPERATE AS
         ANTICIPATED, INCLUDING, AS A RESULT OF ANY DEFECTS IN THE MANUFACTURING
         OR  PROGRAMMING OF THE SAME OR ANY FAILURE OF THE PRODUCTS OR SOFTWARE,
         USER INTERFACE OR ANY MONITORING SERVICE TO OPERATE FOR ANY REASON. THE
         SOFTWARE AND THE ASSOCIATED DATA ARE SUBJECT TO THE LIKELIHOOD OF HUMAN
         AND  MACHINE  ERRORS,   OMISSIONS,   DELAYS,   AND  LOSSES,   INCLUDING
         INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA, THAT MAY GIVE RISE TO LOSS
         OR DAMAGE.  SECUREALERT SHALL NOT BE LIABLE FOR ANY ERRORS,  OMISSIONS,
         DELAYS OR DAMAGES RESULTING FROM OR CAUSED BY USE OF THE SOFTWARE.

              (d) Neither the Products,  the Software,  the Support Services nor
         any use thereof will prevent,  and none of them is intended to prevent,
         the  commission  of any harmful,  tortious,  or illegal acts. It may be
         possible for a Client to remove the Product by unauthorized  means, and
         SecureAlert  expressly  disclaims,   and  Servicees  expressly  release
         SecureAlert from, any liability for any harmful,  tortious,  or illegal
         acts committed by any third party, including,  without limitation,  any
         Client  monitored with the Software.  Should any disclaimer or limit on
         liability for indirect, special, punitive,  incidental or consequential
         damages or lost profits set forth in this  Agreement  be found  invalid
         under the Laws or policy  of the  state or  country  which the terms of
         this  Agreement,  including  the License,  are  interpreted,  then such
         indirect,  special,  punitive,  incidental or consequential  damages or
         lost profits  shall be  liquidated  and shall equal $100 per  indirect,
         special,  punitive,  incidental or consequential injury or loss or lost
         profits.  The use of the  Products  and the  related  monitoring  to be
         provided by Distributor or any third party requesting the monitoring of
         Clients  shall be reserved for those  Clients who are  considered to be
         minimal  flight  risks and minimal  risks for  commission  of crimes or
         torts against person or property. Servicees assume all risks related to
         the use of the  Products,  Software and Support  Services and Servicees
         agree to  indemnify,  defend  and hold  SecureAlert  harmless  from and

                                       11
<PAGE>

         against any and all claims for any losses,  damages,  or injuries which
         may be asserted on any basis,  including  those listed above, by Client
         or any other Person  against  SecureAlert.  Servicees  agree to require
         each Customer to agree in writing not to assert any such claims against
         SecureAlert. The provisions of this Section 6.7 shall continue to be in
         force even after the expiration or termination of this Agreement.

              (e)  SecureAlert is not  responsible,  and shall have no liability
         for, (i) overseeing or managing any operation or maintenance (hardware,
         software,  administration  or configuration of Distributor's  telephony
         services,   data/application   servers,   data  network,   data  center
         operations,   Internet   ISP   services,    infrastructure   or,   (ii)
         deficiencies,  limitations or services outages of any cellular carrier,
         telephony  services  or data  center,  (iii)  services  outside  of any
         software developed by SecureAlert, implementation or operability of any
         architectural  recommendations or continuation  planning or any similar
         services provided by SecureAlert hereunder.

              (f) SecureAlert has set its prices and entered into this Agreement
         in reliance  upon the  disclaimers  of  warranty,  the  limitations  of
         liability and the indemnity, defense and exculpation obligations herein
         and that the same form an  essential  basis of the bargain  between the
         Parties.  Distributor  has not entered into this  Agreement in reliance
         upon any express or implied warranty or representation by SecureAlert.

         6.8 Product or Software Changes.  SecureAlert reserves the right at any
time to make changes in the Products or Software or, following 30 days notice to
Distributor,  to discontinue  the  manufacture or sale of any of the Products or
the  License.  Distributor  agrees that  SecureAlert  shall have no liability to
Distributor  by  reason  of  discontinuance  of the  manufacture  or sale of the
Products or the License or any Product or Software change.

         6.9 Product Recalls or  Notifications.  Distributor  shall maintain and
make  available to  SecureAlert  on request  records of the use of the Products,
sufficient to conduct a recall of the Products or  notification to the Customers
regarding the Products.

         6.10 Access to Books, Records and Systems; Right to Audit.  SecureAlert
shall have the right,  without  notice,  but during normal  business  hours,  to
examine  and make  copies  or  extracts  of or from the  books  and  records  of
Distributor  that are  specifically  related to its activities in performing its
obligations  under this  Agreement.  SecureAlert  shall have the right,  without
notice,  but  during  normal  business  hours,  to visit  Distributor's  and any
Customer's  facilities  that are used for the  activities  contemplated  by this
Agreement.  SecureAlert  shall have the right to audit the books and records and
financial  statements of Distributor.  SecureAlert shall have the right, without
notice,  but during normal  business hours,  to audit  Distributor's  use of the
Product and Software and its compliance with the License and other terms of this
Agreement.

         6.11   Non-Solicitation.   Without   the  prior   written   consent  of
SecureAlert,  Distributor  agrees  during the term of this  Agreement  and for a
period  of  one  year  after  the   expiration  or   termination   thereof  (the
"Non-Solicitation Period"),  Distributor will not, and will cause its Affiliates
and  representatives  not to,  solicit  for  employment  or  hire,  directly  or
indirectly,   any  person  who  is  or  has  been,   at  any  time   during  the
Non-Solicitation Period, employed by SecureAlert or its Affiliates.

7.  Duration.  This Agreement  shall become  effective on December 22, 2006 (the
"Effective  Date") and, unless earlier  terminated,  shall remain in force for a
period of sixteen  months  beginning  on such date (the  "Initial  Term").  This

                                       12
<PAGE>

Agreement shall renew  automatically  for successive terms of one year beginning
on the first day after the  expiration  of the  Initial  Term  (each a  "Renewal
Term") unless  earlier  terminated  or either Party gives notice of  termination
pursuant to Section 8.2 below.

8.       Termination.

         8.1 Without Cause.  Subject to Section 8.4,  either Party may terminate
this  Agreement  at any time  without  cause by giving the other  Party 180 days
prior written notice of termination, except as provided in Section 3.1(b).

         8.2 Expiration.  Subject to Section 8.4, this Agreement shall terminate
at the end of the Initial Term or Renewal Term, as the case may be, if any Party
hereto gives  notice of  termination  in writing,  at least 30 days prior to the
expiration of such Initial Term or Renewal Term in which such notice is given.

         8.3 Cause.

              (a) This Agreement shall terminate,  at the option of SecureAlert,
         immediately without notice in the event of (i) an attempted  assignment
         or delegation of this  Agreement by Distributor  without  SecureAlert's
         prior written  consent,  (ii) a  determination  by  SecureAlert  of the
         insolvency of Distributor,  (iii) the institution of any proceedings by
         or against Distributor for  reorganization,  bankruptcy or other relief
         under any  insolvency  or similar Law, (iv) an  application  for or the
         appointment  of  a  receiver  for   Distributor,   (v)  dissolution  of
         Distributor,  voluntary  or by  applicable  Law,  (vi) a change  in the
         control or management of  Distributor  unacceptable  to  SecureAlert or
         (vii) a  material  breach  of any of the  terms  of this  Agreement  by
         Distributor.

              (b)  This  Agreement   shall  terminate  in  accordance  with  the
         provisions of Sections 3.1 and 13.4.

         8.4 Termination  Fee.  Distributor  shall not have a right to terminate
this Agreement  pursuant to Section 8.1 or 8.2 unless and until Distributor pays
SecureAlert a termination fee in the amount  described in Schedule E attached to
this Agreement.

         8.5 Notice to Customers;  Governmental  Authorities.  Not later than 10
days  following  notice  from a Party to the  other  Party  that it  intends  to
terminate this  Agreement,  Distributor  shall,  unless  otherwise  requested by
SecureAlert,  notify,  in form and substance  satisfactory to SecureAlert,  each
Customer  and any  Governmental  Authority  in the Sales  Territory  that  would
reasonably  be  affected  by  such  termination  that  such  Agreement  will  be
terminated and the expected termination date.

         8.6 Product Shipments. SecureAlert agrees that upon termination of this
Agreement,  SecureAlert  will ship  Products  only with  respect to orders  from
Distributor  duly accepted by SecureAlert  during the term of this Agreement for
which  SecureAlert has received full payment.  Distributor shall not be entitled
to and shall not claim or seek  indemnification  or any other form of damages or
compensation  from  SecureAlert  by  reason  of  termination  of this  Agreement
pursuant  to its terms or loss of its rights  under this  Agreement  pursuant to
such  termination,  nor shall it seek  compensation  or  damages  on  account of
prospective profits or income after the termination date.

9.       Representations and Warranties.

         9.1   Representations   and  Warranties  of  SecureAlert.   SecureAlert
represents and warrants to Distributor that:

                                       13
<PAGE>

              (a)  SecureAlert  is  a  corporation  duly  incorporated,  validly
         existing and in good  standing  under the laws of the State of Utah and
         has all requisite  corporate power and authority to execute and deliver
         this Agreement and to perform its obligations hereunder. The execution,
         delivery and  performance  by  SecureAlert  of this Agreement have been
         duly authorized by all necessary action on the part of SecureAlert. The
         execution  and  delivery  by  SecureAlert  of  this  Agreement  and the
         performance of its obligations  hereunder will not, with or without the
         passage of time or the giving of notice,  (i) conflict  with or violate
         the Articles of  Incorporation  or Bylaws of SecureAlert,  (ii) violate
         any applicable Law or (iii) result in a breach of, constitute a default
         under,  accelerate the performance  required by or give rise to a right
         of termination under any material indenture, agreement or instrument to
         which  SecureAlert is a party or by which  SecureAlert may be currently
         bound or  affected,  except for such  violations  referred to in clause
         (ii) or  breaches,  defaults,  accelerations  or rights of  termination
         referred to in clause  (iii) that,  individually  or in the  aggregate,
         could not  reasonably be expected to have a material  adverse effect on
         SecureAlert or its assets or to interfere or conflict with or adversely
         affect its performance of its obligations hereunder.

              (b) All consents or approvals  from third Persons or  Governmental
         Authorities  necessary  to permit the valid  execution  and delivery by
         SecureAlert of this Agreement have been obtained.

              (c) This  Agreement  has  been  duly  executed  and  delivered  by
         SecureAlert and constitutes the legal, valid and binding obligations of
         SecureAlert  enforceable  against  SecureAlert  in accordance  with its
         terms, subject, however, to bankruptcy, insolvency, reorganization, and
         other Laws affecting  creditors'  rights  generally and, with regard to
         any  equitable  remedies,  to the  discretion of the court before which
         proceedings  to  obtain  such  remedies  may be  pending.  There are no
         bankruptcy,  insolvency,  reorganization  or  receivership  proceedings
         pending,  being  contemplated  by or, to the knowledge of  SecureAlert,
         threatened against SecureAlert.

         9.2   Representations   and  Warranties  of  Distributor.   Distributor
represents and warrants to SecureAlert that:

              (a) Distributor is a company duly organized,  validly existing and
         in good  standing  under  the  laws  of  Mexico  and has all  requisite
         corporate power and authority to execute and deliver this Agreement and
         to perform its  obligations  hereunder.  The  execution,  delivery  and
         performance by Distributor of this Agreement have been duly  authorized
         by all necessary  action on the part of Distributor.  The execution and
         delivery by Distributor  of this  Agreement and the  performance of its
         obligations  hereunder will not, with or without the passage of time or
         the giving of notice,  (i) conflict with or violate the  organizational
         or constituent  documents of  Distributor,  (ii) violate any applicable
         Law or (iii)  result  in a  breach  of,  constitute  a  default  under,
         accelerate  the  performance  required  by or give  rise to a right  of
         termination  under any material  indenture,  agreement or instrument to
         which  Distributor is a party or by which  Distributor may be currently
         bound or  affected,  except for such  violations  referred to in clause
         (ii) or  breaches,  defaults,  accelerations  or rights of  termination
         referred to in clause  (iii) that,  individually  or in the  aggregate,
         could not  reasonably be expected to have a material  adverse effect on
         Distributor or its assets or to interfere or conflict with or adversely
         affect its performance of its obligations hereunder.

              (b) All consents or approvals  from third Persons or  Governmental
         Authorities  necessary  to permit the valid  execution  and delivery by
         Distributor of this Agreement have been obtained.

                                       14
<PAGE>

              (c) This  Agreement  has  been  duly  executed  and  delivered  by
         Distributor and constitutes the legal, valid and binding obligations of
         Distributor  enforceable  against  Distributor  in accordance  with its
         terms, subject, however, to bankruptcy, insolvency, reorganization, and
         other Laws affecting  creditors'  rights  generally and, with regard to
         any  equitable  remedies,  to the  discretion of the court before which
         proceedings  to  obtain  such  remedies  may be  pending.  There are no
         bankruptcy,  insolvency,  reorganization  or  receivership  proceedings
         pending,  being  contemplated  by or, to the knowledge of  Distributor,
         threatened against Distributor.

10.      Intellectual Property.

         10.1 Ownership. Distributor acknowledges that SecureAlert shall own the
trademarks  or trade names set forth on  Schedule F hereto  (the  "Trademarks").
Distributor  acknowledges and agrees that SecureAlert shall own all Intellectual
Property rights in and to the Products and Software.

         10.2 Grant.  SecureAlert grants to Distributor a non-exclusive  license
to use the  Trademarks  during the term of this  Agreement  solely in connection
with  Distributor's  marketing  and  sales of the  Products  pursuant  to and in
accordance with this Agreement.

         10.3  Limitation of Grant.  In performing  its  obligations  hereunder,
Distributor  may use the  Trademarks  only for display on packaging or images of
the Products.  All such use and display  shall be solely in connection  with the
promotion and solicitation of orders for the Products in the Sales Territory and
only in such fashion as has been expressly  authorized by SecureAlert in advance
of such use or display.  Distributor acknowledges and agrees that its use of the
Trademarks  shall at all times be as  licensee  for the  account  and benefit of
SecureAlert.

         10.4  Assignment.  To the  extent  that any rights in and to any of the
Intellectual  Property rights are deemed to accrue to  Distributor,  its agents,
contractors,  permitted  subcontractors,  or  its  employees  pursuant  to  this
Agreement or the  performance of the Parties  contemplated  hereby,  Distributor
hereby  assigns,  and  Distributor  agrees  to cause  its  agents,  contractors,
permitted  subcontractors  and  employees to assign,  any and all such rights at
such  time as they  may be  deemed  to  accrue  to  SecureAlert.  In  connection
therewith,  Distributor  agrees to promptly  execute or cause to be executed any
instruments requested by SecureAlert which SecureAlert,  in its sole discretion,
deems necessary, proper to appropriate to secure such rights to SecureAlert. Any
such  instrument  shall be made  without  further  consideration  other than the
mutual agreement contained herein.

         10.5 Covenants.  Distributor shall not, at any time, do or suffer to be
done any act or thing that (i) will in any way impair the rights of  SecureAlert
in and to the Trademarks or their registrations, (ii) may affect the validity of
any of the  Trademarks or (iii) may  depreciate  the value of the  Trademarks or
their  reputation.  Distributor  shall not, during the term of this Agreement or
thereafter,  assert any claims  against  SecureAlert  in the event any claims or
suits are made or instituted  against  Distributor by unrelated third parties in
connection with Distributor's use of any of the Trademarks.  Except as otherwise
specifically  provided herein,  Distributor  agrees that it will not, during the
term of this Agreement or thereafter, attach SecureAlert's title or right in and
to the Trademarks. Distributor shall, at SecureAlert's request, provide full and
complete cooperation and assistance in connection with SecureAlert's  efforts to
register,  maintain,  protect and defend the  Trademarks  and to  prosecute  any
infringers  with  respect to such  Trademarks.  SecureAlert  shall  control  all
efforts  to  register,  maintain,  protect  and  defend  the  Trademarks  and to
prosecute any infringers with respect to the Trademarks.  Distributor  agrees to
advise  promptly  SecureAlert  of any actual or  potential  infringement  of the
Trademarks promptly on becoming aware of such  infringements.  SecureAlert shall
have the sole right to determine if any action shall be taken  against any third
party on account of any such  infringements or imitations and Distributor  shall
not institute any suit or take any action  against any third party on account of
any such  infringements  or  imitations  without first  obtaining  SecureAlert's
written  consent to do so. Any  recovery as a result of such action shall belong
solely to SecureAlert, except to the extent that such recovery represents damage

                                       15
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to Distributor,  in which event any specified recovery, net of all expenses paid
by SecureAlert, including Distributor's attorneys fees, if any, shall be paid to
Distributor.  Distributor  agrees and undertakes  that its use of the Trademarks
will be in strict  compliance  with any and all trademark Laws, and that it will
make such marking on the Product packaging or otherwise in connection  therewith
as may be required by  SecureAlert  in its sole  discretion.  Distributor  shall
cooperate  fully with  SecureAlert  in  preparing  and causing to be recorded at
SecureAlert's  expense  such  documents  as may be  necessary  or  desirable  to
evidence,  protect  and  implement  the rights of  SecureAlert  pursuant to this
Section 10.

         10.6 Advertising Materials. Distributor shall submit to SecureAlert any
advertising materials Distributor uses in connection with the marketing and sale
of the Products promptly after Distributor develops such advertising  materials.
SecureAlert  shall advise  Distributor  of any comments or suggested  changes to
such materials.

         10.7 Termination of Use of Intellectual Property. Except as provided in
Section 8.6, if for any reason  Distributor  ceases to be the Distributor of the
Products in the Sales  Territory,  Distributor's  right to use the  Intellectual
Property shall  terminate  immediately.  Except as provided in Section 8.6, upon
any termination of this Agreement, (i) any and all rights granted to Distributor
hereunder,  together with any interest in and to the  Intellectual  Property and
registrations  therefor  which  Distributor  may be deemed to have  acquired  by
virtue thereof or otherwise,  shall immediately cease and without further act or
instrument be assigned to and revert to SecureAlert,  and (ii) Distributor shall
immediately terminate all further use of the Intellectual Property.  Thereafter,
Distributor  shall not  recommence  or  continue  using any of the  Intellectual
Property  without  the  prior  written  consent  of  SecureAlert.  In  addition,
Distributor  will  promptly  execute  or cause to be  executed  any  instruments
requested  by  SecureAlert  which  SecureAlert,  in its sole  discretion,  deems
necessary,  proper or appropriate  to accomplish or confirm the  foregoing.  Any
such assignment,  transfer or conveyance shall be without further  consideration
other than the  mutual  agreement  contained  herein.  Furthermore,  Distributor
shall,  at the option of  SecureAlert  (i)  destroy  all  documents  and things,
including electronic documents and records,  that comprise Intellectual Property
related to the Products,  Software or Support  Services,  (ii) return all or any
part of such  documents  and things  requested by  SecureAlert  to  SecureAlert,
and/or  (iii)  provide  from  an  authorized  officer  of  Distributor   written
certification  of (A) such  destruction  or return  and (B)  Distributor's  full
compliance with the terms and conditions of this Section 10.7.

         10.8 Equitable Relief. Distributor acknowledges and agrees that (i) the
covenants  and  restrictions  set  forth  in  this  Section  10  are  necessary,
fundamental  and  required  for  the  protection  of the  legitimate  continuing
interests of  SecureAlert,  and (ii) a breach or attempted  breach of any of the
covenants  and  restrictions  contained  in  this  Section  10  will  result  in
irreparable   harm  and  damage  to  SecureAlert   which  cannot  be  adequately
compensated by monetary damages.  Accordingly, in addition to all other remedies
that may be available in this Agreement, at law or in equity,  SecureAlert shall
be  entitled  to the  immediate  remedy  of a  temporary  restraining  order  or
preliminary  injunction and such other form of temporary or permanent injunctive
or other equitable relief as may be issued by a court of competent  jurisdiction
to restrain or enjoin a breach or threatened breach of all or any portion of the
covenants and  restrictions  or to  specifically  enforce the provisions of this
Section 10.

11. Independent Contractor.  Distributor is an independent contractor and agrees
not to  represent  itself in any manner to any third party as a partner,  agent,
associate  or  employee  of  SecureAlert.  It is  expressly  provided  that this
Agreement does not create a partnership,  joint venture or any similar  business
association  or  combination  between the parties  hereto.  It is understood and
agreed that all  contracts  for the sale of the  Products to  Customers  will be
between Distributor or its permitted sub-distributors and Customers. Distributor

                                       16
<PAGE>

shall have no  authority  to accept  Products  orders on behalf of  SecureAlert.
Distributor  does not have the power,  and shall not take any action  that could
purport  to bind  SecureAlert  or to  assume  or create  any  contract  or other
obligation on behalf of SecureAlert.

12.      Indemnification.

         12.1 Indemnification.

              (a)  Distributor  Indemnification.  Distributor  shall  indemnify,
         protect,  defend and hold harmless SecureAlert,  its Affiliates and its
         equity  holders,  directors,  officers,  employees,  agents,  permitted
         successors,   permitted  assigns,   and  their  respective   Affiliates
         (collectively,  "SecureAlert  Parties"),  from and  against any and all
         judgments,  claims, causes of action, actions, orders,  investigations,
         audits,  suits, charges,  complaints,  injunctions,  decrees,  rulings,
         proceedings,   hearings,   liabilities,   losses,   damages,   demands,
         assessments,  impositions,  fines,  penalties,  obligations,  costs and
         expenses,   including  in  each  case,  interest,   awards,  judgments,
         penalties,   settlements,   fines,   costs  and  expenses  incurred  in
         connection with investigating and defending any such matters (including
         attorneys'  fees and expenses of all fees and expenses of  consultants,
         experts and other  professionals)  ("Damages")  suffered by or asserted
         against SecureAlert Parties (under any contractual, statutory or common
         law claim or theory), which relate to or arise out of the activities of
         the Distributor or its Affiliates, employees, agents or representatives
         or any third party  requesting the monitoring of Clients or any Client,
         in  connection  with this  Agreement,  including  (i) any breach by the
         Distributor of this Agreement, including any representation or warranty
         of the  Distributor  hereunder or covenant,  agreement or obligation of
         the Distributor,  (ii) the use of the Trademarks by the Distributor; or
         (iii) the distribution of the Products and use of the Software pursuant
         to this Agreement,  including infringement claims, unfair or fraudulent
         advertising  claims,   warranty  claims,  product  defect  claims,  and
         liability claims  pertaining to the distribution of the Products or use
         of the Software or (iv) claims of any third parties  claiming under, by
         or through  Distributor,  and to reimburse any  expenses,  penalties or
         costs,  including,  but not  limited  to,  legal fees and  expenses  of
         investigation  incurred by  SecureAlert  in  defending  any such claim,
         demand,  suit or action.  Notwithstanding  the foregoing  provisions of
         this Section 12,  Distributor shall have no obligation to indemnify any
         person under this Section 12 in respect of any product liability claims
         relating to the  Products,  other than and only to the extent that such
         claims are attributable to the negligence,  gross negligence or willful
         misconduct of Distributor or its representatives.

              (b)  SecureAlert  Indemnification.  SecureAlert  shall  indemnify,
         protect,  defend and hold harmless the Distributor,  its Affiliates and
         its equity holders, directors,  officers,  employees, agents, permitted
         successors,   permitted  assigns,   and  their  respective   affiliates
         (collectively,  "Distributor  Parties"),  from and  against any and all
         Damages suffered by or incurred against  Distributor Parties (under any
         contractual,  statutory or common law claim or theory)  which relate to
         or  arise  out of the  breach  by  SecureAlert  of any  representation,
         warranty,  covenant or obligation  of  SecureAlert  in this  Agreement.
         Notwithstanding anything to the contrary, SecureAlert's total liability
         for all Damages  incurred by SecureAlert  as a result of  SecureAlert's
         indemnification  obligations  hereunder  shall not exceed the lesser of
         (i) the actual  aggregate  amount of any Damages or (ii) the  aggregate
         total  of all  amounts  paid  by  Distributor  to  SecureAlert  for the
         Products and License fees during the term of this  Agreement,  less any
         amounts paid by SecureAlert pursuant to this Section 12.

         12.2 Method of Asserting Claims. All claims for  indemnification by the
SecureAlert  Parties or the Distributor  Parties (each, an "Indemnified  Party")
under this Article 12 shall be asserted and resolved as follows:

                                       17
<PAGE>

              (a) In the event that any claim or demand for which SecureAlert or
         the Distributor (as the case may be, an "Indemnifying  Party") would be
         liable to an  Indemnified  Party is  asserted  against  or sought to be
         collected  from  such  Indemnified   Party  by  a  third  party,   such
         Indemnified  Party  shall  promptly,  but in no  event  later  than the
         earlier  to occur of (i) such date that is 15 days prior to the date on
         which a response to such claim or demand is due under applicable Law or
         (ii) the 30th day following its receipt of such claim or demand, notify
         the Indemnifying  Party of such claim or demand,  specifying the nature
         of such claim or demand and the amount or the estimated  amount thereof
         to the extent then feasible  (which estimate shall not be conclusive of
         the  final  amount  of such  claim or  demand)  (the  "Claim  Notice");
         provided,  however, that the failure to promptly provide any such Claim
         Notice   shall  not   affect   such   Indemnified   Party's   right  to
         indemnification  under  Section  12.1,  except to the extent  that such
         failure to provide such Claim Notice  promptly  shall  prevent or shall
         have  prevented the  Indemnifying  Party from  properly or  effectively
         defending the claim or demand or from recovering reimbursement or other
         damages to which the  Indemnifying  Party or  Indemnified  Party  would
         otherwise  be  entitled,  unless the  Indemnifying  Party,  directly or
         indirectly,  caused such failure.  The Indemnifying Party shall have 30
         days from its  receipt of the Claim  Notice  (the  "Notice  Period") to
         notify the  Indemnified  Party  whether or not it desires,  at its sole
         cost and expense, to defend the Indemnified Party against such claim or
         demand, and thereby assume control of such defense; provided,  however,
         that the Indemnified Party is hereby authorized prior to and during the
         Notice  Period to file any motion,  answer or other  pleading  which it
         shall deem necessary or  appropriate  to protect its  interests.  If an
         Indemnified Party desires to participate in, but not control,  any such
         defense or settlement,  it may do so, which  participation  shall be at
         the  Indemnifying  Party's cost and expense unless (i) the Indemnifying
         Party has  accepted  liability  for such claim in writing to the extent
         that it  ultimately  is found to be  liable,  or (ii) the  Indemnifying
         Party is finally  determined by a court having proper  jurisdiction not
         to have any  liability  to the  Indemnified  Party with respect to such
         claim. If the Indemnifying Party disputes its liability with respect to
         such  claim or demand or elects  not to defend  against  such  claim or
         demand,  whether  by not  giving  timely  notice as  provided  above or
         otherwise,  the  Indemnified  Party  shall  have the  right but not the
         obligation to defend against such claim or demand.

              (b) Unless the  Indemnifying  Party has accepted  liability  for a
         claim or demand in writing,  the  Indemnifying  Party shall not settle,
         compromise,  or offer to settle or compromise  any such claim or demand
         without  the prior  written  consent of the  Indemnified  Party  (which
         consent shall not be unreasonably withheld or delayed). The Indemnified
         Party shall not settle any claim or demand  without  the prior  written
         consent  of  the  Indemnifying   Party  (which  consent  shall  not  be
         unreasonably  withheld or delayed)  unless the  Indemnifying  Party has
         refused to accept  liability for such claim or demand or elected not to
         defend the Indemnified Party against such claim or demand.

              (c) To the extent the Indemnifying Party shall direct,  control or
         participate  in the defense or  settlement  of any third party claim or
         demand,  the Indemnified Party will give the Indemnifying Party and its
         counsel access to, during normal business hours, the relevant  business
         records and other documents subject to any confidentiality restrictions
         applicable thereto, and shall permit them to consult with the employees
         and counsel of the Indemnified  Party at reasonable times during normal
         business hours. The Indemnified Party shall use its reasonable  efforts
         to  cooperate  with the  Indemnifying  Party in the defense of all such
         claims.  The Indemnifying  Party shall keep the Indemnified Party fully
         apprised at all times as to the status of the defense or any settlement
         negotiations with respect thereto.  The parties involved in the defense
         of any  matter  which is the  subject  of  indemnification  under  this
         Section 12 shall cooperate in good faith in contesting all such claims,
         which  cooperation  shall include the retention and, upon request,  the

                                       18
<PAGE>

         provision to the requesting person of records and information which are
         reasonably  relevant to such claims, and in making employees  available
         on a mutually  convenient  basis to provide  additional  information or
         explanation  of any  material  hereunder  or to testify at  proceedings
         relating  to such  claims.  Any  actual  and  reasonable  out-of-pocket
         expenses  incurred  by the  Indemnified  Party in  connection  with the
         foregoing shall be fully reimbursed by the Indemnifying Party.

              (d) In the event  that the  Indemnified  Party  shall have a claim
         against the Indemnifying Party hereunder which does not involve a claim
         or demand being asserted against or sought to be collected from it by a
         third party,  the Indemnified  Party shall promptly send a Claim Notice
         with  respect  to such  claim  or  demand  to the  Indemnifying  Party;
         provided,  however, that the failure to promptly provide any such Claim
         Notice   shall  not   affect   such   Indemnified   Party's   right  to
         indemnification  under  Section  12.1,  except to the extent  that such
         failure to provide such Claim Notice  promptly  shall  prevent or shall
         have  prevented the  Indemnifying  Party from  properly or  effectively
         defending the claim or demand or from recovering reimbursement or other
         damages to which the  Indemnifying  Party or  Indemnified  Party  would
         otherwise  be  entitled,  unless the  Indemnifying  Party,  directly or
         indirectly,  caused such failure.  If the  Indemnifying  Party does not
         notify the Indemnified  Party within the Notice Period that it disputes
         such  claim or  demand,  the  amount of such  claim or demand  shall be
         conclusively deemed a liability of the Indemnifying Party hereunder.

         12.3 Payment. Payments under this Section 12 shall be made as follows:

              (a) In the event that the  Indemnifying  Party is required to make
         any  payment  under this  Section  12,  the  Indemnifying  Party  shall
         promptly pay the Indemnified  Party the amount so determined.  If there
         should be a dispute as to the amount or manner of  determination of any
         indemnity obligation owed under this Section 12, the Indemnifying Party
         shall nevertheless pay when due such portion, if any, of the obligation
         as shall not be subject to dispute. The difference, if any, between the
         amount of the  obligation  ultimately  determined  as properly  payable
         under this Section 12 and the portion, if any,  theretofore paid, shall
         bear  interest at an annual rate of eight  percent (8%), or the maximum
         rate permitted by applicable Law, whichever is less, until full payment
         has been made to  SecureAlert.  Upon the  payment in full of any claim,
         the  Indemnifying  Party  shall  be  subrogated  to the  rights  of the
         Indemnified  Party  against  any person or entity  with  respect to the
         subject matter of such claim.

              (b) If all or part of any  indemnification  obligation  under this
         Agreement is not paid when due upon  resolution of the claim or demand,
         the  Indemnifying  Party shall pay on demand to the  Indemnified  Party
         interest at the annual rate of ten percent  (10%) on the unpaid  amount
         of the  obligation for each day from the date the amount became due, or
         the maximum rate permitted by applicable Law,  whichever is less, until
         payment in full.

         12.4  Exclusive  Remedy.  The  sole  and  exclusive  remedy  of each of
SecureAlert  and the  Distributor  with respect to a breach of or default  under
this Agreement  shall be pursuant to the express  indemnification  provisions of
this Section 12 and Sections  6.7, 10 and 13.5,  except for breaches or defaults
of Section 10 and Sections 1.3, 4.4,  6.11, 10, 14.1 and 14.2, for which a party
may seek specific  performance.  This Agreement  sets forth the parties'  entire
rights and remedies  pertaining to this  Agreement and  transactions  under this
Agreement,  in lieu of any and all other rights and remedies available in Law or
in equity.

         12.5  Limitation on Damages.  Notwithstanding  anything to the contrary
contained herein,  in no event shall an Indemnifying  Party be liable under this
Agreement for indirect, special, punitive, incidental, or consequential damages,
loss of  profit or  revenue,  cost of  capital,  loss of tax  benefits,  damages
suffered by an  Indemnified  Party as the result of the loss business or damages

                                       19
<PAGE>

suffered  by  customers  of such  person for  service  interruptions;  provided,
however,  that  Damages  shall  include  consequential,  incidental  or punitive
damages,  loss of profit or revenue  recovered  by any third  party  against the
Indemnified Party.

13.      Compliance with Laws.

         13.1 General.  Distributor  shall comply with, and be  responsible  for
ensuring that its Representatives comply with all Laws of the United States, the
nations  constituting  the Sales Territory or any other  jurisdiction  where the
Products or Software  may be stored,  transported  or  delivered  or the Support
Services may be performed. During the term of this Agreement, Distributor agrees
to maintain internal policies and/or procedures with respect to any payment to a
government  official,  the  purpose  of which is to  expedite  or to secure  the
performance of a routine,  non-discretionary  governmental action by that or any
other government  official  ("Facilitating  Payments").  During the term of this
Agreement,  Distributor shall ensure that all appropriate  Distributor personnel
(a) have received a copy of such policies and/or  procedures,  (b) have received
training with respect to such Facilitating  Payments and (c) understand and will
comply  with  Distributor's  policies  and/or  procedures  on such  Facilitating
Payments.

         13.2 Certain Laws.  Distributor agrees that in the course of fulfilling
its responsibilities  under this Agreement,  it shall not engage in any conduct,
furnish any  information  or take any other action that would violate (a) United
States Law or cause  SecureAlert  to violate  any United  States Law or lose any
United  States  federal tax  benefits,  including but not limited to, any of the
activities  described in or prohibited by the Foreign  Corrupt  Practices Act of
1977 of the United States of America,  as amended (the  "FCPA"),  Section 999 of
the  Internal  Revenue  Code  of  the  United  States  of  America,  as  amended
(International Boycott Determinations), the Export Administration Act of 1984 of
the  United  States  of  America,  as  amended,   and  regulations   promulgated
thereunder, and (b) any applicable Laws or customs having the effect of Law, and
Distributor  further agrees that, upon SecureAlert's  request,  it shall certify
that it has not done  any of the  foregoing.  Without  limiting  the  foregoing,
Distributor  represents,  warrants and covenants that none of Distributor or its
subsidiaries, and, to the knowledge of Distributor, no director, officer, agent,
employee,  subcontractor  or  any  other  party  acting  on  behalf  of  any  of
Distributor or its  subsidiaries,  (i) has used,  offered to use, or promised to
use  any  funds  or  thing  of  value  for  any  unlawful  contribution,   gift,
entertainment,  or any other unlawful payments or expenses relating to political
activity,  (ii) has made,  offered to make,  or  promised  to make any  unlawful
contribution,  gift,  or any other payment of money or any thing of value to any
foreign or domestic government official or employee,  specifically including any
official or employee of any instrumentality,  company, or any other entity owned
or  controlled  by any  foreign or  domestic  government,  or to any  foreign or
domestic  political  party or campaign or any  candidate  for foreign  political
office,  and  (iii)  will  take or  assist  any  other  party to take any of the
foregoing  acts  in  connection  with   Distributor's   performance  under  this
Agreement.  Distributor  also  represents  and warrants that, to the best of its
knowledge, there has been and is now no action, suit, proceeding, audit or claim
formally  commenced or pending,  or any investigation with respect to any actual
or claimed  violation  of the  anti-corruption  and  anti-bribery  laws to which
Distributor is subject, including the FCPA, and no Governmental Authority is now
asserting  or  to   Distributor's   knowledge   threatening  to  assert  against
Distributor any violation of any  anti-corruption  or anti-bribery laws to which
Distributor is subject.

         13.3 Affirmations. Neither Distributor nor any of its employees, agents
or  representatives  is authorized  under this Agreement to engage in any of the
activities  described  in Section  13.2,  and  Distributor  agrees  that no such
activity will be in  furtherance  of its  relationship  with  SecureAlert  or of
SecureAlert's  business.  Distributor  affirms  that  neither  it nor any of its
agents or  representatives  is an official  or an  employee of any  Governmental
Authority.

                                       20
<PAGE>

         13.4 Termination. If SecureAlert determines that at any time during the
term  of  this  Agreement  Distributor  or  any  of  its  employees,  agents  or
representatives  acting  on its  behalf  has  engaged  in any of the  activities
described in Section 13.2, or has otherwise  engaged in any action or conduct in
violation of the FCPA or any other  applicable  anti-bribery or  anti-corruption
law or regulation,  this Agreement,  at  SecureAlert's  option,  shall terminate
immediately without notice.

         13.5  Indemnification  by Distributor.  In the event  Distributor,  its
employees,  agents or representatives  acting on its behalf engage in any of the
activities  described  in Section  13.2,  and if such  activities  result in any
judicial,  quasi-judicial or administrative proceedings involving SecureAlert or
any of its employees,  agents or  representatives,  Distributor  shall indemnify
SecureAlert and such Representatives for all expenses, including attorneys' fees
and expenses of investigation incurred in the course of such proceedings.

         13.6 Secure Alert Compliance with Export Control Laws.  Notwithstanding
anything to the  contrary in this  Agreement,  in no case shall  SecureAlert  be
required to conduct any  transaction in violation of U.S.  export controls Laws,
including the U.S. Export Administration  Regulations among others.  SecureAlert
shall have no liability whatsoever to Distributor for any failure to comply with
any of its obligations in this Agreement, if the compliance with such obligation
would  result  in a  violation  of U.S.  export  controls  Laws,  including  the
performance  of any  obligation  without a  required  export  license or similar
permit.

14.      Confidential Information.

         14.1  Confidential  Information.  SecureAlert  may  from  time  to time
provide to Distributor certain advice, technical information, know-how and other
proprietary data and information that it has available to aid Distributor in the
solicitation  of sales of the Products.  Inasmuch as various of these  materials
and  advice  (all of  which  will be  referred  to  herein  as the  "SecureAlert
Confidential  Information")  which SecureAlert may make available to Distributor
will contain  confidential  information  and trade secrets,  it is hereby agreed
that any SecureAlert  Confidential  Information which  SecureAlert  discloses to
Distributor is valuable,  proprietary  property  belonging to  SecureAlert,  and
Distributor  agrees  that  it will  neither  use nor  disclose  any  SecureAlert
Confidential  Information  to  any  third  party  (except  if  necessary  in the
performance  of its duties  hereunder),  except  with prior  written  consent of
SecureAlert.

         14.2 Copies. Distributor agrees to make only such copies of SecureAlert
Confidential  Information  as are  authorized  by  SecureAlert  and necessary to
solicit  the  sale of the  Products  within  the  Sales  Territory  and to limit
disclosure  of  SecureAlert  Confidential  Information  to  those  employees  of
Distributor necessary to solicit such sales.

         14.3 Equitable  Relief.  In the event of breach or threatened breach by
Distributor or its employees of the  provisions of Sections  14.1(a) or 14.2(a),
SecureAlert  shall be entitled to an  injunction  or judicial  order  equivalent
thereto restraining Distributor or its employees from disclosing, in whole or in
part,  such  SecureAlert  Confidential  Information.  Nothing  herein  shall  be
construed as prohibiting  SecureAlert from pursuing any other remedies available
to it for such breach or threatened  breach,  including recovery of damages from
Distributor.

         14.4  Termination.  Without  limitation of any other provisions of this
Agreement,  Distributor agrees, either upon the termination of this Agreement or
upon request,  to surrender to SecureAlert all documentary  material,  including
SecureAlert  Confidential  Information,   price  lists,  catalogues,   technical
literature,  sales literature,  samples and any other documents, papers or other
properties  of  SecureAlert,  however  previously  supplied  to  Distributor  by

                                       21
<PAGE>

SecureAlert.  Distributor  will  not  retain  any  copy  or  memorandum  of said
documentary  materials,  except as required by Mexican Law or for  regulatory or
accreditation compliance.

         14.5 Survival.  The obligations of Distributor and SecureAlert pursuant
to this Section 14 shall  continue in full force and effect for a period of five
years after the  termination  of this  Agreement  regardless of how or when this
Agreement is terminated. This Section 14 shall be in addition to, and not deemed
to be in limitation of, Section 4.4 of this Agreement.

15.      Arbitration.

         15.1 Arbitrators.  Any dispute,  controversy or claim arising out of or
relating to this Agreement including the breach, termination or validity hereof,
which cannot be resolved by agreement of the Parties  within the thirty (30) day
notice  period  described in Section  15.4,  shall be settled  finally under the
Rules of Arbitration of the  International  Chamber of Commerce (the "Rules") by
one or more  arbitrators.  The  arbitration  shall be held before one arbitrator
(unless  otherwise  expressly  agreed by the  parties in writing)  appointed  by
mutual agreement of the parties.  If, however,  the Parties cannot agree upon an
arbitrator  prior  to the  expiration  of the  thirty  (30)  day  notice  period
described  in  Section  15.4,  each shall  appoint  one  arbitrator  and the two
arbitrators  so appointed  shall appoint a third  arbitrator.  In such a case, a
decision of the majority of the arbitrators shall be binding.

         15.2 Site.  Unless the Parties shall  otherwise  agree in writing,  the
arbitration shall be held in Houston,  Texas,  U.S.A. The language to be used in
the arbitral proceedings shall be English.

         15.3 Waiver.  Any arbitration  proceeding  hereunder must be instituted
within one year after the controversy or claim becomes known or should have been
known to the party instituting arbitration.  Failure to institute an arbitration
proceeding   within  such  period  shall  constitute  an  absolute  bar  to  the
institution of any  proceedings  respecting  such  controversy  or claim,  and a
waiver thereof.

         15.4 Notice.  Neither Party shall  institute an arbitration  proceeding
hereunder unless, at least thirty (30) days prior thereto, such Party shall have
furnished  to the other Party  written  notice of its intent to do so and of the
basis therefor in detail.

         15.5  Law.  The   arbitrator(s)   shall  interpret  this  Agreement  in
accordance with the Laws stipulated in Section 19.

         15.6 Binding. Any award, order or judgment pursuant to such arbitration
shall be deemed  final and binding on all Parties and may be entered or enforced
in any  court of  competent  jurisdiction.  The  Parties  agree to submit to the
jurisdiction  of any such  court for  purposes  of the  enforcement  of any such
award, order or judgment.

         15.7 Decision.  Any award of damages pursuant to such arbitration shall
be included in a written decision signed by the arbitrator (or a majority of the
arbitrators)  which  shall  state the  reasons  upon  which the award was based,
including all the elements  involved in the calculation of any award of damages.
The award of damages shall not include  damages that are limited by Section 6.7,
12.5 or any section of this  Agreement or any damages  other than or in addition
to actual damages, but may include interest from the date of the award.

         15.8 Equitable Relief. Notwithstanding any provision of this Agreement,
either  Party  shall  have the  right,  at any time  after  commencement  of any
arbitration  proceeding hereunder and prior to the rendering of any award, order

                                       22
<PAGE>

or  judgment  thereunder,  to  apply  to the  arbitrator(s)  or to any  court of
competent  jurisdiction for injunctive or preliminary relief. No application for
injunctive or preliminary relief shall be construed to infringe this arbitration
agreement or affect the powers of the arbitrator(s).

16.  Notices.  Any notice,  transmittal  of documents,  correspondence  or other
communication  between the Parties to this Agreement required hereunder shall be
in writing,  addressed  to the Party to whom sent and  transmitted  either by an
internationally  recognized courier or by facsimile with signed written original
to  follow  by an  internationally  recognized  courier.  All  such  notices  in
compliance  with this provision  shall be deemed  received by the other Party on
the date of receipt of such  notice by the other  Party.  For  purposes  of this
Agreement,  the addresses of the Parties are as follows until changed by written
notice from the Party desiring to change its address to the other Party:

                  SecureAlert:      SecureAlert, Inc.
                                    150 West Civic Center Drive, Suite 400
                                    Sandy, Utah 84070
                  Telephone:        801-451-6141
                  Facsimile:        801-451-6281
                  Attention:        Randy Olshen
                                    President

                  Distributor:      Seguridad Satelital Vehicular S.A. de C.V.
                                    Camino al Olivo 15-206
                                    Lomas de Vista hermosa
                                    Mexico DF 05100

                  Telephone:        52-55-9112-6809
                  Facsimile:        52-55-9112-6810
                  Attention:        Moises Sevilla
                                    CEO

17.      Force Majeure.

         17.1  Definitions.  Neither Party hereto shall be  responsible  for any
loss or damage to the other in the event that it is unable to fulfill  the whole
or any part of its  obligations  hereunder,  or is  prevented  or  delayed  from
fulfilling the same, due to war or hostilities (whether war be declared or not),
invasion, act of foreign enemies, rebellion, revolution,  insurrection, military
usurpation of power, civil war or riot, strike,  lockout,  commotion,  disorder,
flood,  tempest,  earthquake,  acts or omissions of civil or military  authority
whether legitimate or not, or other causes beyond the control of either Party.

         17.2 Notice.  Upon the  occurrence  of an event of force  majeure,  the
Party  affected  shall  notify  the other  Party  immediately.  The  rights  and
obligations of either Party under this  Agreement  affected by any such event of
force majeure shall be suspended only for the duration and to the extent of such
event of force  majeure,  and once such event of force majeure  ceases to exist,
the rights and obligations of the Parties shall continue in full force.

18.      Definitions and Construction.

         18.1 Certain Terms.  Capitalized  terms used in this Agreement,  unless
the context otherwise requires, have the meanings specified in this Section 18.1
or in the part of this Agreement referred to below.

              (a)  "Agreement"  shall have the meaning given to such term in the
         preamble.

                                       23
<PAGE>

              (b) "Affiliate" means with respect to any Person, any other Person
         that  directly,  or  indirectly  through  one or  more  intermediaries,
         controls or is  controlled  by or is under common  control  with,  such
         Person.  The term  "control"  (including the terms  "controlled  by" or
         "under  common  control  with")  means  the  possession,   directly  or
         indirectly,  of the  power to  direct  or cause  the  direction  of the
         management  and policies of a Person,  whether  through  ownership,  by
         contract or otherwise. Any Person shall be deemed to be an Affiliate of
         any  specified  Person if such  Person owns more than 50% of the voting
         securities of the specified  Person,  if the specified Person owns more
         than 50% of the voting  securities of such Person,  or if more than 50%
         of the voting  securities of the  specified  Person and such Person are
         under common control.

              (c) "Claim  Notice"  shall have the meaning  given to such term in
         Section 12.2(a).

              (d) "Client"  shall have the meaning given to such term in Section
         4.1.

              (e)  "Customers"  shall have the meaning given to such term in the
         preamble.

              (f) "Damages" shall have the meaning given to such term in Section
         12.1(a).

              (g) "Distributor" shall have the meaning given to such term in the
         preamble.

              (h)  "Distributor  Parties'  shall have the meaning  given to such
         term in Section 12.1(b)

              (i) "Effective  Date" shall have the meaning given to such term in
         Section 7.

              (j) "Error"  shall have the meaning  given to such term in Section
         5.3.

              (k)  "Facilitating  Payments" shall have the meaning given to such
         term in Section 13.1.

              (l) "FCPA"  shall have the  meaning  given to such term in Section
         13.2.

              (m)  "Governmental  Authority"  means the government of the United
         States of America  and any other  nation or country,  or any  political
         subdivision of such government, whether state, commonwealth,  territory
         or  local,   and  any  agency,   authority,   commission,   department,
         instrumentality,  judicial or regulatory body, court, tribunal, central
         bank or  other  entity  exercising  executive,  legislative,  judicial,
         taxing,   regulatory  or  administrative   power  or  functions  of  or
         pertaining to government having  jurisdiction over either Party,  their
         respective  Affiliates or the Products,  Software or Support  Services,
         whether acting under actual or assumed authority.

              (n) "Indemnified  Party" shall have the meaning given to such term
         in Section 12.2.

              (o) "Indemnifying Party" shall have the meaning given to such term
         in Section 12.2(a).

              (p)  "Initial  Term" shall have the meaning  given to such term in
         Section 7.

              (q)  "Intellectual  Property"  means  (a) all  rights  to the name
         "SecureAlert" and all patents, patent rights, inventions,  shop rights,
         know how, trade secrets,  designs,  drawings,  art work, plans, prints,
         manuals,  computer files, computer software, hard copy files, catalogs,

                                       24
<PAGE>

         specifications,  confidentiality  agreements,  confidential information
         and other  proprietary  technology,  intellectual  property  rights and
         computer   programs  and  similar   information;   all  registered  and
         unregistered  trademarks,  service marks, logos, names, trade names and
         all other  trademark  and  service  mark  rights;  all  registered  and
         unregistered  copyrights;  and all registrations  for, and applications
         for registration of, any of the foregoing, that are used in the conduct
         of the business of SecureAlert,  and (b) any and all other  information
         and material  proprietary to SecureAlert,  owned,  possessed or used by
         SecureAlert,  whether or not such information is embodied in writing or
         other physical  form,  and which is not generally  known to the public,
         that  (i)  relates  to  financial  information  regarding  SecureAlert,
         including,  without  limitation,  (A)  business  plans  and (B)  sales,
         financing,  pricing and marketing  procedures or methods of SecureAlert
         or (ii) relates to specific  business matters  concerning  SecureAlert,
         including,  without  limitation,  the identity of or other  information
         regarding sales personnel or customers of SecureAlert.

              (r) "Law"  means (i) any law,  legislation,  statute,  act,  rule,
         ordinance, decree, treaty, regulation, order, judgment or similar legal
         requirement of any  Governmental  Authority or (ii) any legally binding
         announcement,  directive or interpretation  thereof  promulgated by any
         Governmental Authority.

              (s) "License" shall have the meaning given to such term in Section
         4.1.

              (t) "License Fee Start Date" shall have the meaning  given to such
         term in Schedule D.

              (u)  "Maintenance  Release"  shall have the meaning  given to such
         term in Section 5.2.

              (v)  "Non-Solicitation"  shall have the meaning given to such term
         in Section 6.11.

              (w) "Notice  Period"  shall have the meaning given to such term in
         Section 12.2(a).

              (x) "Party" means either Distributor or SecureAlert.

              (y)  "Permitted  Use" means the use of the  Products  or  Software
         solely in direct  relation to the criminal  justice system in the Sales
         Territory.

              (z) "Person" means any individual,  natural  person,  corporation,
         joint venture,  partnership,  limited  partnership,  limited  liability
         company,  trust,  estate,  business  trust,   association,   custodian,
         nominee, Governmental Authority, or any other entity or organization.

              (aa)  "Products"  shall have the meaning given to such term in the
         preamble.

              (bb)  "Renewal  Term" shall have the meaning given to such term in
         Section 7.4.

              (cc) "Rules"  shall have the meaning given to such term in Section
         15.1.

              (dd) "Sales  Territory"  shall have the meaning given to such term
         in the preamble.

              (ee)  "SecureAlert  Parties"  shall have the meaning given to such
         term in Section 12.1.

              (ff) "SecureAlert Confidential Information" shall have the meaning
         given to such term in Section 14.

                                       25
<PAGE>

              (gg)  "Servicees"  shall  have the  meaning  given to such term in
         Section 6.7(a).

              (hh)  "Software"  shall  have the  meaning  given to such  term in
         Section 4.1.

              (ii)  "Software  Proprietary  Information"  shall have the meaning
         given to such term in Section 4.4.

              (jj) "Support  Services" shall have the meaning given to such term
         in Section 5.1.

              (kk)  "Trademarks"  shall have the  meaning  given to such term in
         Section 10.1.

              (ll)  "Training"  shall  have the  meaning  given to such  term in
         Section 5.6.

              (mm)  "Unit"  means one set of  Products  that  comprises  (i) one
         TrackerPAL(TM) electronic monitoring bracelet device, (ii) one charger,
         (iii) two  batteries,  (iv) one A/C  adapter and (v) one strap kit that
         includes a quantity of pre-cut straps.

              (nn) "Update" shall have the meaning given to such term in Section
         5.3.

         18.2  Other  Terms.  Other  terms  may be  defined  elsewhere  in  this
Agreement and shall have the meaning there indicated.

         18.3 Gender. Words used in this Agreement,  regardless of the number or
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context shall require.

         18.4 Construction.  As used in this Agreement,  unless expressly stated
otherwise:

              (a) (i) "including" means "including,  without  limitation",  (ii)
         the words "hereof", "herein" and "hereunder",  and similar words, refer
         to  this  Agreement  as a  whole  and  not to any  particular  section,
         paragraph or provision of this  Agreement  and (iii) "or" means "either
         or both".

              (b) unless otherwise  specified,  all references in this Agreement
         to sections,  paragraphs  or  schedules  are deemed  references  to the
         corresponding sections, paragraphs or schedules in this Agreement.

              (c)  the  schedules   attached   hereto  and  referred  to  herein
         constitute  a part of this  Agreement  and  incorporated  by  reference
         herein.

         18.5 Language. This text of this Agreement has been written in and this
Agreement has been executed in the English language,  and any  interpretation or
construction  of this  Agreement  shall be based solely on the English  language
official text.

         18.6 Headings.  The section and paragraph headings contained herein are
for  convenience  of  reference  only  and  shall  not  affect  or  control  the
construction or interpretation of any provision hereof.

19.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the  laws of the  State of Utah,  U.S.A.  and,  to the  extent
applicable,  the laws of the United  States.  The  Parties  hereby  exclude  the
application of The United Nations Convention for Contracts for the International
Sale of Goods.

                                       26
<PAGE>
20. Right of Setoff.  In addition to any other  rights now or hereafter  granted
under  applicable  Law or  otherwise,  and not by way of  limitation of any such
rights, SecureAlert is hereby authorized from time to time, without presentment,
demand,  protest  or other  notice of any kind to  Distributor,  or to any other
Person,  any  such  notice  being  hereby  expressly  waived,  to set off and to
appropriate  and apply any and all amounts owing by  Distributor  against and on
account of any amounts owing by SecureAlert under this Agreement to Distributor.

21. Reliance. Each Party acknowledges that it has read and understands the terms
of this  Agreement  and has had an  opportunity  to consult with legal,  tax and
accounting  counsel and advisors of its choice concerning the meaning and effect
thereof.  Neither Party has relied on any other Party or its counsel or advisors
with respect to the meaning or effect of any such agreement or instrument.

22. Remedies; Waivers. All remedies available to either party for breach of this
Agreement  are  cumulative  and may be  exercised  concurrently  or  separately.
Exercise of any one remedy shall not be deemed an election of such remedy to the
exclusion of other  remedies.  Any waiver by either of the parties hereto of any
right  arising  hereunder  shall  not be  construed  as a  continuing  waiver of
subsequent breaches of such right or of any other right.

23.  Severability.  Should any provision of this Agreement be held unenforceable
or invalid,  then the parties hereto agree that such  provision  shall be deemed
modified to the extent necessary to render it lawful and enforceable, or if such
a modification is not possible without materially  altering the intention of the
parties hereto, then such provision shall be severed herefrom.  In such case the
validity of the remaining  provisions  shall not be affected and this  Agreement
shall be construed as if such provision were not contained herein.

24. Assignment.  Neither Party shall assign or subcontract the whole or any part
of this Agreement without the other Party's written consent.

25. Entire  Agreement.  All  agreements and  understandings  between the Parties
relating  to the  purchase  and  distribution  of  the  Products  in  the  Sales
Territory,  the License of the Software and the Support Services are embodied in
this  Agreement.   This  Agreement   supersedes  any  previous   agreements  and
understandings between the parties as to the subject matter hereof and is entire
in itself and not a part of any other agreement, and no promises,  covenants, or
representations  of any kind or nature other than those expressly  stated herein
have been made to induce  either party to enter into this  Agreement.  All other
terms and conditions,  whether express or implied by statute,  common law, trade
usage or custom are hereby excluded and extinguished.

26.  Amendment.  No  amendment,  modification,  rescission,  or  waiver  of this
Agreement  or  any  provision  hereof  shall  be  binding  upon  SecureAlert  or
Distributor  unless  evidenced  by an  agreement  in writing  duly  executed  by
authorized  officers of SecureAlert and Distributor,  or expressly  permitted by
the terms of this Agreement;  provided that Distributor  agrees to enter into an
amendment  on or before the 60th day after the  Effective  Date,  to reflect any
reasonable  comments provided by SecureAlert's  Mexican legal advisors regarding
this Agreement and the subject matter hereof.

27. Counterparts.  This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and all of which together shall  constitute
one and the same instrument.

                                       27
<PAGE>

         IN WITNESS  WHEREOF,  the  parties  hereto,  by their  duly  authorized
representatives, have executed and delivered this Agreement as of the date first
above written.


                                      SECUREALERT:

                                      SECUREALERT, INC.


                                      By:     /s/ Randy Olshen
                                          ----------------------
                                           Name:  Randy Olshen
                                                ----------------
                                           Title: President
                                                 ---------------


                                      DISTRIBUTOR:

                                      SEGURIDAD SATELITAL VEHICULAR S.A. DE C.V.


                                      By:    /s/ Moises Sevilla
                                          -----------------------
                                           Name:  Moises Sevilla
                                                -----------------
                                           Title: CEO
                                                 ----------------


Attachments:

         Schedule A - Product Description
         Schedule B - Customers
         Schedule C - Product Prices and Minimum Purchase Requirements
         Schedule D - License Fee
         Schedule E - Termination Fee Schedule
         Schedule F - SecureAlert Trademarks


                                       28
<PAGE>
                                                                      Schedule A


                               Product Description


TrackerPAL(TM) electronic monitoring bracelet device, together with one charger,
two  batteries,  one A/C adapter  and one strap kit that  includes a quantity of
pre-cut straps.

One set of the foregoing equipment (i.e., one device, two batteries, one adapter
and one strap kit) comprises one Unit of the Products.










                                       A-1


<PAGE>
                                                                      Schedule B


                                    Customers


Customers  must have places of business in, and use the  Products,  in the Sales
Territory.  Customers must be part of the criminal justice system in Mexico.  No
Person may be a Customer if such Person  uses,  or allows or  facilitates  other
Persons to use, the Products for any use other than the Permitted Use.






                                      B-1


<PAGE>

                                                                      Schedule C


                Product Prices and Minimum Purchase Requirements

PRICE TERMS FOR PRODUCTS

$600.00USD per Unit.

----------------------- --------------------------------------------------------
Time Period             Minimum Purchase Requirement Terms
----------------------- --------------------------------------------------------
Initial Term            10,000 Units by the end of the Initial Term
----------------------- --------------------------------------------------------
First Renewal Term      A number of Units such that  Distributor  shall have
                        purchased in the aggregate, at least:

                        2,500 Units by the end of the first quarter of the
                        First Renewal Term

                        5,000 Units by the end of the second quarter of the
                        First Renewal Term

                        7,500 Units by the end of the third quarter of the
                        First Renewal Term

                        10,000 Units by the end of the fourth quarter of the
                        First Renewal Term
----------------------- --------------------------------------------------------
Second Renewal Term     A number of Units such that  Distributor  shall have
                        purchased in the aggregate, at least:

                        2,500 Units by the end of the first quarter of the
                        Second Renewal Term

                        5,000 Units by the end of the second quarter of the
                        Second Renewal Term

                        7,500 Units by the end of the third quarter of the
                        Second Renewal Term

                        10,000 Units by the end of the fourth quarter of the
                        Second Renewal Term
----------------------- --------------------------------------------------------
Third Renewal Term      A number of Units such that Distributor shall have
and Each Renewal        purchased during each such Renewal Term, at least 115%
Term Thereafter         of the Units  [required to be] purchased  during the
                        immediately preceding Renewal Term
----------------------- --------------------------------------------------------



                                       C-1


<PAGE>
                                                                      Schedule D

                                   License Fee

DAILY FEE


For each TrackerPAL(TM) electronic monitoring bracelet device, a US$2.00 per day
fee,  commencing  upon the earlier to occur of (i) the activation of such device
and (ii) the 90th day after Distributor's  purchase of such device (the "License
Fee Start Date").




                                       D-1




<PAGE>
                                                                      Schedule E

                            Termination Fee Schedule



------------------------------------ -------------------------------------------
Time Termination                     Termination Fee and Other Amounts Payable
------------------------------------ -------------------------------------------
Termination  becomes  effective  at  $100,000,  plus all other amounts  payable
or   before   the  day   after  the  to  SecureAlert  under the Agreement,
expiration of the Initial Term       together with all applicable interest, if
                                     any, as provided for in the Agreement
------------------------------------ -------------------------------------------
Termination    becomes    effective  $50,000,  plus all other amounts  payable
after the first day  following  the  to  SecureAlert  under the  Agreement,
Initial  Term and at or before  the  together with all applicable interest, if
day  after  the  expiration  of the  any, as provided for in the Agreement
First Renewal Term
------------------------------------ -------------------------------------------
Termination    becomes    effective  $0, provided,  that Distributor  shall be
after the first day  following  the  required to pay all amounts payable to
First   Renewal   Term  and  at  or  SecureAlert under the Agreement,  together
before    the   day    after    the  with all applicable interest, if any, as
expiration  of the  Second  Renewal  provided for in the Agreement
Term
------------------------------------ -------------------------------------------



                                       E-1


<PAGE>


                                                                      Schedule F


                             SecureAlert Trademarks



TrackerPAL(TM): electronic monitoring bracelet device






                                       F-1