EXHIBIT
10.1
   SECOND AMENDMENT TO LOAN
AGREEMENT
 
 This
Second Amendment to Loan Agreement (“Amendment”) is entered into effective as of
August 4, 2010 is entered into by and among ISECURETRAC CORP, a Delaware
corporation (“Borrower”) and CRESTPARK LP, INC., a Delaware corporation
(“Lender”).
 
 WHEREAS,
Borrower and Lender are parties to that certain Loan Agreement dated as of
November 10, 2008 and amended by the First Amendment to Loan Agreement dated as
of November 4, 2009 (such agreement, together with all amendments, modifications
and restatements, and as further amended, modified and restated by this
Amendment, the “Agreement”);
 
 WHEREAS,
the parties hereto acknowledge that as of the effective date hereof (i) there is
an outstanding balance on the Equipment Term Note of $898,805 and available
credit of $718,788 on the Equipment Term Commitment; and (ii) there is an
outstanding balance on the Revolving Credit Note of $600,000 and available
credit of $150,000 on the Revolving Credit Commitment; and
 
 WHEREAS,
the parties would like to amend the Agreement in order to reallocate $350,000
from the Equipment Term Commitment to the Revolving Credit Commitment thereby
reducing the Equipment Term Commitment from $1,750,000 to $1,400,000 and
increasing the Revolving Credit Commitment from $750,000 to $1,100,000 which
will result in available credit of $368,788 on the Equipment Term Commitment and
available credit of $500,000 on the Revolving Credit Commitment;
 
 NOW
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
 
 Section
1. DEFINED
TERMS.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Agreement.
 
 Section
2. AMENDMENTS TO
AGREEMENT.
 
 2.1 Amendment to Section 1.1
Definitions.  The following definitions are hereby amended and
restated in their entirety to read as follows:
 
 “Equipment
Term Commitment” means the obligation of the Lender to make Equipment Advances
pursuant to Section 2.1(b) in an aggregate principal amount of up to One Million
Four Hundred Thousand and No/100 Dollars ($1,400,000), subject, however to
termination pursuant to Section 9.2.
 
 “Equipment
Term Note” means the amended and restated promissory note of the Borrower
payable to the order of the Lender, in substantially the form of Exhibit C
hereto, and all amendments, extensions, renewals, replacements, increases and
modifications thereof.  As applicable, the term “Equipment Term Note”
shall also include each 36 Month Note entered into pursuant to the terms of this
Agreement.
 
 “Revolving
Credit Commitment” means the obligation of the Lender to make Revolving Credit
Advances pursuant to Section 2.1(a) in an aggregate principal amount at any time
outstanding up to but not exceeding One Million One Hundred Thousand and No/100
Dollars ($1,100,000), subject, however, to termination pursuant to Section
9.2.
 
 “Revolving
Credit Note” means the amended and restated promissory note of the Borrower
payable to the order of the Lender, in substantially the form of Exhibit A
hereto, and all amendments, extensions, renewals, replacements, increases and
modifications thereof.
  
 
 Section
3. REPRESENTATIONS AND
WARRANTIES.  Borrower represents and warrants that, as of the
date hereof:
 
 3.1 Authorization; No
Conflict.  The execution and delivery by Borrower of this
Amendment and the performance by Borrower of its obligations under the Agreement
have been duly authorized by all necessary corporate or equivalent action, do
not require any filing or registration with or approval or consent of any
governmental agency or authority, do not and will not conflict with, result in
any violation of or constitute any default under any provision of the
organizational documents of Borrower or any material agreement or other document
binding upon or applicable to Borrower (or any of its respective properties) or
any material law, or governmental regulation or court decree or order applicable
to Borrower, and will not result in or require the creation or imposition of any
lien on any of the properties of Borrower pursuant to the provisions of any
agreement binding upon or applicable to Borrower.
 
 3.2 Due Execution;
Enforceability.  This Amendment has been duly executed and
delivered by Borrower and, together with the Agreement, is a legal valid and
binding obligation of Borrower, enforceable in accordance with its terms
subject, as to enforcement only, to bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of the rights of
creditors generally and to general principles of equity (regardless of whether
enforcement is sought in equity or at law).
 
 3.3 No
Default.  Except as specified in this paragraph, no event has
occurred and is continuing which constitutes an Event of
Default.  Borrower acknowledges the Equipment Advance in the amount of
$82,407 made by Lender to Borrower on July 28, 2009, was used to purchase parts
for System 5000 units of equipment rather than to purchase System 5000 completed
units and that such use of proceeds was not in accordance with Section 2.3 of
the Agreement.
 
 3.4 Representations and
Warranties.  All of the representations and warranties of
Borrower contained in the Agreement and the other Loan Documents are true and
correct in all material respects.
 
 Section
4. RATIFICATION.  The
terms and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Agreement and, except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect.  The Borrower agrees that the
Agreement, as amended hereby, and the other Loan Documents to which it is a
party or subject shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms.
 
 Section
5. CONDITIONS
PRECEDENT.  This Amendment shall become effective as of the
date hereof upon satisfaction of all of the following conditions:
 
 5.1 Amendment.  Receipt
by Lender of counterpart originals of this Amendment, duly executed by Borrower
and Lender, as applicable.
 
 5.2 Resolutions.  Receipt
by Lender of resolutions from Borrower which authorize the execution, delivery
and performance by Borrower of this Amendment and any other documents to be
executed in connection herewith to which Borrower is a party.
 
 5.3 Incumbency
Certificate.  Receipt by Lender of a certificate of incumbency
certified by an authorized officer of Borrower certifying the names of each
officer of Borrower authorized to sign this Amendment and each of the other
documents to which Borrower is or is to be a party, together with specimen
signatures of such officers.
 
 5.4 Representations and
Warranties.  The representations and warranties contained in
Section 3 of
this Amendment shall be true and correct in all material respects.
 
 5.5 Other
Documentation.  Receipt by Lender of such other documentation,
certificates and instruments, in form and substance satisfactory to Lender and
its counsel, as Lender shall require.
 
 Section
6. MISCELLANEOUS.
  2
 
 6.1 Expenses.  Borrower
agrees to pay, and save Lender harmless from all liability for, any stamp or
other taxes which may be payable in connection with the execution or delivery of
this Amendment, the borrowings under the Agreement, and the execution and
delivery of any instruments or documents provided for herein or delivered or to
be delivered hereunder or in connection herewith.  All obligations
provided in this Section 6.1 shall
survive any termination of this Amendment and the Agreement.
 
 6.2 No
Waiver.  The execution and delivery of this Amendment shall not
constitute a waiver of any disclosed or undisclosed default in existence as of
the date hereof.
 
 6.3 Captions.  Section
captions used in this Amendment are for convenience only and shall not affect
the construction of this Amendment.
 
 6.4 Governing
Law.  THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.  Wherever possible each provision of this Amendment shall
be interpreted in such manner as to be effective and valid under applicable
laws, but if any provision of this amendment shall be prohibited by or invalid
under such laws, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Amendment.
 
 6.5  Counterparts.  This
Amendment may be executed in any number of counterparts, and by the parties
hereto on the same or separate counterparts, and each such counterpart, which
executed and delivered (including by facsimile machine, telecopier, or
electronic mail), shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.
 
 6.6  Reference to
Agreement.  On and after the date hereof, each reference in the
Agreement to “this Agreement,” “hereunder,” ”hereof,” “herein” or words of like
import, and each reference to the Agreement in any Note and in any other
agreement, document or other instrument executed and delivered pursuant to the
Agreement, shall mean and be a reference to the Agreement.
 
 6.7 Loan
Document.  This Amendment is a Loan Document and is subject to
all provisions of the Agreement applicable to Loan Documents, all of which are
incorporated in this Amendment by reference the same as if set forth in this
Amendment verbatim.
 
 6.8 Severability.  Any
provisions of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provisions so held to
be invalid or unenforceable.
 
 6.9 Successors and
Assigns.  This Amendment shall be binding upon the parties
hereto and their respective successors and assigns, and shall inure to the sole
benefit of the parties hereto and the successors and assigns of the
Lender.  Notwithstanding the foregoing, Borrower shall not assign its
rights or duties hereunder without the consent of Lender.
 
 6.10
ENTIRE
AGREEMENT.  THE AGREEMENT, AS
AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 
 [Remainder
of Page Left Intentionally Blank – Signature Page Follows]
  3
 
 Delivered
as of the day and year first above written.
  BORROWER:
                
                ISECURETRAC
      CORP., a Delaware
                corporationBy:Peter
      A. MichelIts:
              Chief
      Executive Officer


LENDER:
                
                CRESTPARK
      LP, INC., a Delaware
                corporationBy:Heather
      KreagerIts:
              Senior
      Vice President




4