ISECURETRAC CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
<PAGE>
                                                        AGREEMENT NO. PD-030306

                              ISECURETRAC(TM) CORP.
                             5022 South 114th Street
                                 Omaha, NE 68137



                         PREFERRED DISTRIBUTOR AGREEMENT



         THIS  AGREEMENT  effective  this  12th day of March,  2003  ("Effective
Date"),  by and between  iSecureTrac,  and  Premier  Geografix  LTD.,  an United
Kingdom  corporation,  having its principal  offices at Hurricane Way,  Norwich,
Norfolk, NR6 6EW, UK ("DISTRIBUTOR").

         iSecureTrac   has  designed  and   developed   and   manufactures   the
iTracker(TM)  mobile tracking device  utilizing GPS and advanced  communications
technologies to enable accurate  tracking and real time or scheduled  mapping of
individuals, mobile equipment and transportation vehicles.

         DISTRIBUTOR  desires to purchase from  iSecureTrac,  from time to time,
iTracker units and associated products on the terms and conditions  described in
this Agreement for resale,  lease or other  distribution to its customers in the
United Kingdom and Canada marketplace ("Target Market").

         NOW THEREFORE, iSecureTrac and DISTRIBUTOR agree as follows:


1.0      DEFINITIONS

         1.1      "Products"  shall mean  iTracker and other  specific  Products
                  purchased under this Agreement or any  substitutes  therefore,
                  as more fully described on Attachment 1 hereto.

         1.2      "Services" shall mean the Product support services provided by
                  iSecureTrac  to  DISTRIBUTOR,  including,  but not limited to,
                  training,   extended   warranty  service  and  product  repair
                  services, as more fully described on Attachment 2 hereto.


                                       4
<PAGE>

         1.3      "End-User"  shall mean a user of Products or products  similar
                  thereto within the Target Market.

         1.4      This  Agreement  consists of the terms and  conditions  stated
                  herein and in the Attachments which are incorporated herein by
                  reference and consist of:

         1.4.1  Attachment 1:  Schedule of Purchased Products
         1.4.2  Attachment 2:  Support Services


2.0      PURCHASER AND RESELLER

         2.1      Product  Purchases.  DISTRIBUTOR may purchase from iSecureTrac
                  -------------------
                  the Products  listed on  Attachment 1 at the prices  indicated
                  thereon,

         2.2      Reseller   Authorization.   iSecureTrac  hereby   specifically
                  -------------------------
                  authorizes  DISTRIBUTOR  to resell,  lease,  rent or otherwise
                  distribute  Products to  End-Users.  The parties  believe that
                  each  can  better   penetrate  the  Target  Market  under  the
                  relationship  established  by this  Agreement and that sharply
                  focused  and  concentrated  marketing  efforts  are  needed to
                  respond  to  the  intense  interbrand   competition  that  the
                  parties'  respective products face from other suppliers and to
                  thus gain penetration in the Target Market.

         2.3      Purchase  Orders.  Products  shall  be  ordered  for  delivery
                  -----------------
                  through the  execution  of  applicable  purchase  orders which
                  shall state quantity,  Product  identification  numbers and/or
                  Product name, unit price,  point of delivery,  delivery dates,
                  accessories   to  be  shipped  with  the  Products,   delivery
                  instructions and any other special information and shall refer
                  to this Agreement by agreement number.

         2.4      Pricing.   Products  and  Services  are  priced  for  sale  by
                  -------
                  iSecureTrac  to  DISTRIBUTOR  during the Term as  specified on
                  Attachments 1 and 2 (collectively,  the "Prices").  The Prices
                  are fixed for a period of six (6)  months  from the  Effective
                  Date.  Thereafter,  prices are subject to change after written
                  notice to the DISTRIBUTOR,  pricing  increases to be within 3%
                  of the US published  annual rate of inflation.  However,  such
                  price  changes  shall  not  effect   pricing   listed  on  any
                  outstanding  purchase orders.  The total purchase price of all
                  Products  ordered on any single  purchase  order is subject to
                  the appropriate volume discount listed on Attachment 1.

                                       5
<PAGE>

         2.5      Inconsistencies   in  P.O.   Terms.   In  the   event  of  any
                  ----------------------------------
                  inconsistencies  between the terms of this  Agreement  and any
                  terms contained on any purchase order delivered to ISECURETRAC
                  hereunder,  the terms of this Agreement  shall govern and take
                  priority.

         2.6      License.  iTracker  contains  firmware  developed and owned by
                  --------
                  iSecureTrac. A limited,  non-exclusive,  irrevocable,  royalty
                  free,  transferable  license is hereby granted to DISTRIBUTOR,
                  in perpetuity,  for  distribution  and use of said software on
                  the  specific  iTracker  device  in which  said  software  was
                  placed,  and for no other.  iSecureTrac shall retain ownership
                  of all  proprietary  rights  to  said  software.  The  license
                  granted  herein shall be deemed to be in effect upon  delivery
                  of each iTracker and is included in its Price.

         2.7      Independent Contractors.  Neither the above nor any other part
                  ------------------------
                  of  this  Agreement  shall  be  construed  as  agency,   legal
                  representation,  partnership,  joint  venture,  or  any  other
                  relationship  between  the parties  other than being  separate
                  entities which remain independent contractors.

         2.8      DISTRIBUTOR Representation. DISTRIBUTOR hereby represents that
                  --------------------------
                  it has the capability to support End-Users in their use of the
                  Products  through  training  and other  services  which ensure
                  optimum Product usage.


3.0  PRODUCT SUBSTITUTION

         3.1      Notification. iSecureTrac shall use its best efforts to notify
                  ------------
                  DISTRIBUTOR  of plans and  intentions  to modify form,  fit or
                  function of production  Products,  for which DISTRIBUTOR has a
                  purchase order  outstanding at the time, as soon as such plans
                  have been finalized by iSecureTrac.

         3.2      Substitution.  iSecureTrac  may  develop and  manufacture  new
                  ------------
                  versions of the Products  purchased  hereunder and  substitute
                  the same for  Products  then being  purchased  by  DISTRIBUTOR
                  provided   that,   in   iSecureTrac's   sole   judgment,   the
                  functionality and efficiency of such  substitutions  equals or
                  exceeds that of the Products being replaced.


                                       6
<PAGE>

         3.3      Discontinuance.  In the  event  that  iSecureTrac  intends  to
                  ---------------
                  discontinue the  manufacturing  of specific types of Products,
                  without substitution, it shall notify DISTRIBUTOR thereof in a
                  sufficient  timely  manner  to allow  DISTRIBUTOR  to  procure
                  similar products elsewhere, if desired.


4.0      SHIPMENTS

         4.1      Carrier.  iSecureTrac  shall select the method of shipment and
                  --------
                  the  carrier,  consistent  with the nature of the Products and
                  the hazards of  transportation,  upon receiving  DISTRIBUTOR's
                  purchase order.

         4.2      F.O.B.  All  deliveries  of  Products  made  pursuant  to this
                  ------
                  Agreement  shall be made  F.O.B.  Omaha,  NE or  iSecureTrac's
                  designated shipping point.

         4.3      Delivery   Address.iSecureTrac  shall  ship  Products  to  the
                  -------------------
                  address  specified by  DISTRIBUTOR on the purchase  order.  If
                  DISTRIBUTOR  fails to  specify  a  destination  for  delivery,
                  iSecureTrac   shall  deliver  the  Products  to  DISTRIBUTOR's
                  address listed on this Agreement.

         4.4      Confirmed Deliver Date.  DISTRIBUTOR will use its best efforts
                  -----------------------
                  to place purchase  orders with iSecurTrac at least 90 calendar
                  days  prior to  required  delivery  dates.  iSecuretrac  shall
                  confirm delivery date or agree to an alternative delivery date
                  with the  DISTRIBUTOR  within 15  calendar  of  receipt of the
                  purchase order.

         4.5      Transfer of Title and Risk of Loss.  Title to  Products  shall
                  ----------------------------------
                  pass  to  DISTRIBUTOR,   and  all  risk  of  loss,  damage  or
                  destruction of Products  shall be assumed by DISTRIBUTOR  upon
                  shipment.

         4.6      Shipping   Delay.   iSecureTrac   shall  ship  Products  in  a
                  ----------------
                  sufficiently  timely  manner  as to  meet  Confirmed  Delivery
                  Dates.  In the event  iSecureTrac  fails to ship  Products  as
                  specified in  DISTRIBUTOR's  purchase  orders  within  fifteen
                  calendar  (15) days  after  the  Confirmed  Delivery  Date for
                  reasons other than force majeure,  DISTRIBUTOR may cancel such
                  shipment   without   penalty.   Notwithstanding   the   above,
                  iSecureTrac  reserves  the right to suspend  shipments  in the
                  event DISTRIBUTOR has not paid overdue invoices to iSecureTrac
                  (i.e.  invoices more than 30 days old) in which event shipping
                  delays, for purpose of this paragraph, shall be deemed tolled.


                                       7
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         4.7      Cancellation.  DISTRIBUTOR  may  cancel  part  or  all  of any
                  -------------
                  purchase   order   without   penalty,   provided   that   such
                  cancellation is received by iSecureTrac  more than ninety (90)
                  days prior to the Confirmed  Delivery Date for the  applicable
                  shipment.  If  iSecureTrac  receives such  cancellation  order
                  within ninety days of the Confirmed Delivery Date, iSecureTrac
                  may charge  DISTRIBUTOR  cancellation  fees,  consisting  of a
                  percentage  of  the  price  of  the  Products  cancelled,   in
                  accordance with the following schedule:

                  Cancellation Received by iSecureTrac          Cancellation Fee
                  ------------------------------------          ----------------

                  60 to 90 days before Confirmed Delivery Date  15% of price
                  30 to 59 days before Confirmed Delivery Date  25% of price
                   0 to 29 days before Confirmed Delivery Date  50% of price

         4.8      Rescheduling.  DISTRIBUTOR may, once for each shipment ordered
                  ------------
                  from iSecureTrac,  reschedule  shipments of all or any portion
                  of any firm  purchase  order at any time  without  penalty  or
                  charge up to the time period prior to the  Confirmed  Delivery
                  Date as specified by iSecureTrac  when it issues its Confirmed
                  Delivery Date for each purchase order.  After such time period
                  has  expired,   iSecureTrac   reserves  the  right  to  charge
                  DISTRIBUTOR  a  delay-in-shipment  fee of  1.5%  of the  order
                  price, or the order price of such part or parts of an order on
                  which  delayed  shipment has been sought by  DISTRIBUTOR,  per
                  month starting on the Confirmed  Delivery Date. If DISTRIBUTOR
                  reschedules any shipment, or part thereof, to a date more than
                  six  calendar   months  from  the  Confirmed   Delivery  Date,
                  iSecureTrac  may treat such requested  delay-in-shipment  as a
                  cancellation, subject to the penalty provisions of Section 4.7
                  above.


                                       8

<PAGE>



5.0  CHARGES AND PAYMENTS

         5.1      Invoices.  iSecureTrac  shall render  invoices  for  delivered
                  ---------
                  Products  upon or after  shipment.  All  charges  shall be set
                  forth in U.S.  dollars.  Invoices shall be due and payable net
                  30 days from the  invoice  date.  Amounts  not paid by the due
                  date may be subject to a 1.5% monthly interest charge.

         5.2      Taxes.  Product  prices  are  exclusive  of all taxes  however
                  ------
                  designated.  DISTRIBUTOR  shall be responsible for the payment
                  of all applicable sales and/or use taxes.

         5.3      Shipping  Charges.  The cost of shipping  Products,  including
                  ------------------
                  applicable insurance, shall be invoiced to DISTRIBUTOR.

         5.4      Security  Interest.   iSecureTrac  reserves,  and  DISTRIBUTOR
                  ------------------
                  grants to iSecureTrac,  a purchase money security  interest in
                  each Product sold hereunder,  securing  payment of all and any
                  amounts owed by  DISTRIBUTOR  to  iSecureTrac.  This  security
                  interest  shall be deemed  released  upon full  payment of any
                  such amounts.


6.0  WARRANTY

         6.1      Product Warranty.Each Product purchased hereunder is warranted
                  -----------------
                  by  iSecureTrac  to operate  in  conformity  with the  written
                  specifications  published by iSecureTrac for such Product from
                  time to time ("Specifications") and to be free from defects in
                  materials and/or workmanship under normal and proper use for a
                  period of one (1) year  following  its date of  delivery  (the
                  "Product  Warranty").  The Product  Warranty shall survive any
                  expiration or termination of this Agreement and shall be fully
                  and freely  assignable and  transferable by DISTRIBUTOR to its
                  End-User customers.

         6.2      Remedy.   iSecureTrac's  obligation  under  this  warranty  is
                  -------
                  limited to  repairing  or  replacing,  at  iSecureTrac's  sole
                  option,  free of charge,  F.O.B. at  iSecureTrac's  designated
                  facility,  any Product  which fails to conform  within the one
                  year warranty period.

         6.3      Procedure.  Unless  waived by  iSecureTrac,  DISTRIBUTOR  will
                  ---------
                  obtain  a  return  authorization  from  iSecureTrac  prior  to
                  returning    any   defective   or    non-conforming    Product
                  (collectively, "Defective Products"). DISTRIBUTOR will provide
                  iSecureTrac with a written  description of the claimed defect.
                  Within ten (10)  business days of its receipt of each warranty
                  claim,  iSecureTrac  shall  issue and  deliver to  DISTRIBUTOR
                  either (i) a return  authorization for each Defective Product,
                  or (ii) a written denial of such warranty  claim,  accompanied
                  by an  explanation  therefor  ("Claim  Denial").  Any warranty
                  claim not rejected by  iSecureTrac  in a Claim  Denial  timely
                  delivered to DISTRIBUTOR within the aforementioned time period
                  shall  be  deemed   accepted  by  iSecureTrac  on  such  date.
                  DISTRIBUTOR   may  contest  any  Claim   Denial  in  its  sole
                  discretion.

                                       9
<PAGE>

         6.4      Expedited  Replacement.  iSecureTrac will use its best efforts
                  ----------------------
                  to ship  Products,  repaired or replaced  under this warranty,
                  back to DISTRIBUTOR at such address  specified by DISTRIBUTOR,
                  within the fastest time practicable.

         6.5      Limitations.  The  foregoing  warranty  will not  apply if the
                  -----------
                  Product  fails to  function  due to abuse,  misuse,  accident,
                  neglect,  unauthorized  repair,  or causes other than ordinary
                  use after delivery.

THE ISECURETRAC  WARRANTY STATED ABOVE IS GIVEN IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS  OR  IMPLIED,  WHICH  ARE  SPECIFICALLY  EXCLUDED,   INCLUDING,  WITHOUT
LIMITATION,  THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.


7.0  PATENT INDEMNIFICATION

         7.1      Scope.   iSecureTrac   will  indemnify  and  hold  DISTRIBUTOR
                  ------
                  harmless  against any expense or loss  resulting  from any and
                  all claims that the Products or any part thereof infringe upon
                  any United States or Canadian patent, copyright,  trademark or
                  other proprietary right. iSecureTrac agrees to defend any suit
                  or proceeding  brought against  DISTRIBUTOR  which is based on
                  such claim.

         7.2      Conditions.  The above  stated  indemnity  is  subject  to the
                  -----------
                  following conditions:

                  (a)      DISTRIBUTOR  must  promptly  notify   iSecureTrac  in
                           writing  of any  claim of  infringement  and  provide
                           iSecureTrac,  at its  request  and  at  iSecureTrac's
                           expense,   with  the   assistance,   information  and
                           cooperation  necessary  to  defend  against  any such
                           claim or litigation;


                                       10
<PAGE>

                  (b)      DISTRIBUTOR  must  not make  any  admissions  without
                           iSecureTrac's consent and must grant iSecureTrac sole
                           authority to defend or settle such claim;

                  (c)      Any costs incurred or recovered in such litigation or
                           negotiation  shall accrue to  iSecureTrac's  account;
                           and

                  (d)      If a  preliminary  injunction  or final  judgment  is
                           entered against DISTRIBUTOR's use or operation of any
                           Product because of any alleged infringement, or if in
                           iSecureTrac's  opinion such an injunction or judgment
                           is likely,  then iSecureTrac,  at its own expense and
                           option  shall (i)  modify or replace  the  Product so
                           that  it  becomes   non-infringing   while  providing
                           equivalent   performance;   or   (ii)   procure   for
                           DISTRIBUTOR  the right to  continue to use and resell
                           Products;  or (iii) in the event iSecureTrac has been
                           unable to achieve such  procurement or  modifications
                           despite its best  efforts,  to refund to  DISTRIBUTOR
                           the  price  DISTRIBUTOR  paid  for  such  Product  or
                           Products   less  such  amount   determined  to  be  a
                           depreciation   to  fair  market   value  by  standard
                           accounting practices.


8.0  LIMITATION OF LIABILITY

         IN NO EVENT WILL EITHER  DISTRIBUTOR  OR  ISECURETRAC BE LIABLE FOR (i)
SPECIAL,  INDIRECT,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES,  OR (ii) ANY DAMAGES
RESULTING FROM LOSS OF DATA,  FRUSTRATION OF ECONOMIC OR BUSINESS  EXPECTATIONS,
LOSS OF  PROFITS,  REVENUES OR USE  ARISING  OUT OF OR IN  CONNECTION  WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED
HEREUNDER,  REGARDLESS OF WHETHER DISTRIBUTOR OR ISECURETRAC, AS APPLICABLE, HAS
BEEN  NOTIFIED  IN  ADVANCE  OF SUCH  DAMAGES.  IN NO EVENT  WILL  ISECURETRAC'S
LIABILITY  TO  DISTRIBUTOR  FOR ANY DAMAGES IN CONTRACT OR TORT EXCEED THE TOTAL
AMOUNT PAID BY THE DISTRIBUTOR FOR THE PARTICULAR PRODUCT OR SERVICE THAT CAUSES
SAID  DAMAGES.  THE  REMEDIES  PROVIDED FOR IN THIS  AGREEMENT  ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR BOTH PARTIES.

ISECURETRAC  SPECIFICALLY  DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE USE
OF ANY SPECIFIC  ITRACKER DEVICE OR THE  COMMUNICATION  OR LOSS OF COMMUNICATION
WITH ANY SUCH  DEVICE OR ANY LOSS OF THE  ISECURETRAC  APPLICATION's  ABILITY TO
TRACK OR CONTINUE TO TRACK SUCH ITRACKER DEVICE.


                                       11
<PAGE>

DISTRIBUTOR hereby  acknowledges that it understands that continuous tracking of
iTracker units is highly dependent on continuous availability of GPS satellites,
availability of cellular communications and other factors outside of the control
of iSecureTrac.


9.0  GOOD TITLE

         iSecureTrac  hereby  warrants  that it has good  title to all  Products
shipped  to  DISTRIBUTOR  on the  date of  shipment.  All  Products  shipped  to
DISTRIBUTOR  shall be free and clear from all liens,  encumbrances  and  charges
which iSecureTrac may incur. Should iSecureTrac ship any Products to DISTRIBUTOR
which are  subject  to any  liens,  encumbrances  or  claims  by third  parties,
iSecureTrac shall promptly notify  DISTRIBUTOR of actual and prospective  claims
in writing and indemnify and hold DISTRIBUTOR harmless from all liability,  cost
and expense which may result from such liens and claims. DISTRIBUTOR may, at its
sole discretion,  pay and discharge any valid liens and claims against delivered
Products  and  set  off the  amount  of  such  payments  against  any  sums  due
iSecureTrac hereunder.


10.0  SUPPORT SERVICES

         iSecureTrac  shall provide  DISTRIBUTOR with the services  described in
Attachment 2 hereto,  at the rates listed,  upon  DISTRIBUTOR's  submission of a
purchase order for such services.


11.0  NOTICES

         Any notices required to be given hereunder will be given in writing and
sent to the other  party,  postage or  transmission  cost  prepaid and  properly
addressed, at the address indicated below:


     To iSecureTrac:

                           iSecureTrac Corporation
                           5022 South 114th Street
                           Omaha, NE 68137
                           Attn:  Ed Sempek, Sr.VP Sales and Marketing


     To DISTRIBUTOR:

                           Premier Geografix LTD
                           Hurricane Way
                           Norwich, Norfolk, NR6 6EW
                           Attn:  Graham Cottrell


                                       12
<PAGE>

Notices  shall be  deemed  given  when  delivered  in  person  or  received  via
registered mail or acknowledged facsimile transmission.


12.0  INFORMATION RELEASES

         Except  as  may  be  required  by  law,  prior  to  the  disclosure  or
dissemination  of any  publication,  notice or press  release  by  either  party
regarding the subject matter of this Agreement, written consent must be obtained
from the other party as to content, means and timing of publication.


13.0  TERM AND TERMINATION

         13.1     Term.  The term of this  Agreement  shall be for two (2) years
                  -----
                  from the effective  date written  above  provided that no firm
                  purchase  orders  hereunder are outstanding at such time. This
                  Agreement  shall  automatically  be extended for an additional
                  one year term upon the anniversary date of the initial term or
                  any  extension  thereof,  unless either party  terminates  the
                  Agreement,  for any reason, upon 90 days written notice to the
                  other  party.  If such  cancellation  notice is given and firm
                  purchase  orders  hereunder  are  outstanding  at the  date of
                  cancellation of this Agreement,  this Agreement shall continue
                  in effect until all Products specified in such purchase orders
                  have been shipped to DISTRIBUTOR hereunder.

         13.2     Contract   Termination.   Either  party  may  terminate   this
                  ----------------------
                  Agreement at any time upon the  occurrence  of: (a). The other
                  party  liquidates or ceases to conduct  business in the normal
                  course,  or  makes a  general  assignment  of  assets  for the
                  benefit of  creditors.  (b).  The other party is in default of
                  any of its obligations under this Agreement,  and such default
                  is not cured within thirty (30) days from the date on which it
                  was notified in writing of such default,  unless  subsequently
                  waived in writing.  For purposes of this  paragraph,  the term
                  "default  of  obligations"  shall  include,  on  the  part  of
                  DISTRIBUTOR,  a  breach  of its  representation  described  in
                  paragraph 2.6.


14.0  ARBITRATION


                                       13
<PAGE>

         14.1     Agreement to Arbitrate  Disputes.  DISTRIBUTOR and iSecureTrac
                  ---------------------------------
                  hereby  agree to  resolve  any  controversy,  claim or dispute
                  arising  out of or  relating  to  this  Agreement,  or  breach
                  thereof, by binding arbitration in accordance with the Federal
                  Arbitration Act, 9 U.S.C.ss.ss.1 - 16, not state law. Disputes
                  may be heard and determined by a qualified private adjudicator
                  approved by both parties.

         14.2     Arbitration  Process.  The decision of the arbitrator shall be
                  --------------------
                  final and  binding.  Judgment to enforce the decision or award
                  of the  arbitrator  may be entered  in any court of  competent
                  jurisdiction  in  Nebraska  or any  other  State.  Service  of
                  process in connection with a demand for  arbitration  shall be
                  made by certified mail.


15.0  MISCELLANEOUS

         15.1     Force  Majeure.  Neither  party shall be liable for failure or
                  --------------
                  delay in performance of its  obligations  under this Agreement
                  due to events of force majeure  including,  but not limited to
                  strikes, wars, acts of terrorism,  revolutions, fires, floods,
                  explosions,   earthquakes,   other  acts  of  God,  government
                  regulations or other causes beyond its control.

         15.2     Amendment.  This  Agreement  may not be  changed,  amended  or
                  ----------
                  modified  except by a writing  executed by the parties hereto.
                  Terms and conditions,  whether  printed or written,  stated in
                  any purchase order,  acknowledgement,  confirmation or invoice
                  pursuant  hereto  shall be of no force or effect to the extent
                  such terms would modify,  add to or are inconsistent  with the
                  terms and conditions described in this Agreement.

         15.3     Captions. The captions contained herein are for convenience of
                  --------
                  reference  only and shall not affect or be construed to affect
                  the meaning or the terms of this Agreement.

         15.4     Binding  Agreement.  This Agreement shall inure to the benefit
                  ------------------
                  of and binding  upon the parties  hereto and their  respective
                  successors and assigns.

         15.5     Entire  Agreement.   This  Agreement  and  attachments  hereto
                  -----------------
                  represent the entire agreement and  understanding  between the
                  parties  concerning the subject matter described  herein.  Any
                  other  agreements  or   understandings   between  the  parties
                  concerning the subject matter described  herein,  whether oral
                  or written, shall be of no force and effect. Specifically, the
                  parties hereto agree that the Previous  Agreement between them
                  is hereby terminated.

                                       14
<PAGE>

         15.6     Severability.  If any  provision  of this  Agreement  shall be
                  -------------
                  invalid  or  unenforceable  under the law of the  jurisdiction
                  applicable   to   this    Agreement,    such   invalidity   or
                  unenforceability  shall not invalidate or render unenforceable
                  the entire  Agreement,  but the rights and  obligations of the
                  parties shall be construed as if the Agreement did not contain
                  the unenforceable provision or provisions.

         15.7     Waiver.  No delay or failure by either  party to  exercise  or
                  ------
                  enforce at any time any right or provision  of this  Agreement
                  shall be considered a waiver  thereof or of such party's right
                  thereafter  to  exercise  or enforce  each and every right and
                  provision  of this  Agreement.  In order  for a  waiver  to be
                  valid,  it shall be in writing,  signed by the waiving  party,
                  but need not be supported by consideration.

         15.9     Assignment.  Neither  party  hereto  shall  have the  right to
                  ----------
                  assign this Agreement or any  obligations or rights  hereunder
                  to any third party  without the prior  written  consent of the
                  other party.  Any attempt to make said assignment  without the
                  written permission of the other party shall be void.

         15.10    Applicable  Law.  This  Agreement  shall  be  governed  by and
                  ----------------
                  construed  and  enforced  in  accordance  with the laws of the
                  State of Nebraska.



                                       15
<PAGE>



16.0     CONFIDENTIALITY

         SERVICE PROVIDER and iSecureTrac  have executed a Joint  Non-Disclosure
Agreement dated November 21, 2002, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by this reference.



IN WITNESS WHEREOF, DISTRIBUTOR and ISECURETRAC have caused this Agreement to be
executed  by their duly  authorized  representatives  as of the date first above
written.


SEE ATTACHMENTS


ISECURETRAC

By:      /s/ James E. Stark
         --------------------
         President


DISTRIBUTOR

By:      /s/ Kevin T. Lewis
         --------------------
         Managing Director


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                                                 AGREEMENT NO. PD-030306

                                  ATTACHMENT 1

                             SINGLE PRODUCT PRICING


    Product ID              Product Description                  Unit Price
    ----------              -------------------                  ----------

    IT2100nc          iTracker 2100 personal tracking unit
                      with scheduled mapping capability           X,XXX.XX


                                DISCOUNT SCHEDULE
                                -----------------

APPLIES  TO ALL  ORDERS TO BE  DELIVERED  WITHIN  12  MONTHS OF THE ORDER  DATE.
Discounts  apply only to the to the total prices of all  Products  listed on the
purchase  order,  and not service  orders or other  charges.  Discounts  are not
earned if  delivery  is not made  within 12 months of the order  date.  Unearned
discounts may be billed to  DISTRIBUTOR at such time and  DISTRIBUTOR  agrees to
pay such unearned discounts within 30 days of receipt of invoice.

Total Product Order Amount                         Eligible Product Discount
--------------------------                         -------------------------

1-100                                                         0%
101-500                                                       6%
501-1000                                                     12%
1000+                                                        25%





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                                                  AGREEMENT NO. PD-030306

                                  ATTACHMENT 2

SUPPORT SERVICES
----------------


Service     Description                                                  Fee
-------     -----------                                                  ---

TRAINING    On-site training with DISTRIBUTOR designated personnel (up
            to 8 persons per session), covering installation of
            Bracelets, Personal Tracking Units, monitoring,
            Establishing limiting parameters per iTracker unit,
            Mapping and Reporting                                     $1,000/day



         iSecureTrac  will  also  invoice   DISTRIBUTOR  for  reasonable  travel
expenses  incurred by  iSecureTrac  personnel  in  providing  on-site  training,
including  transportation,  lodging  and  meals.  Prior  to  scheduling  on-site
training, iSecureTrac will submit a training agenda for DISTRIBUTOR's approval.

-------------------------------------------------------------------------------
NON-WARRANTY      Products are repaired by iSecureTrac on a time
REPAIR SERVICE    and materials basis.  Hourly labor charge:            $45.00
                  Handling charge for each Product:                     $10.00

-------------------------------------------------------------------------------

HOSTING           Hosting DISTRIBUTOR's monitoring of each iTracker,
SERVICES          electronically  registered and activated as described
                  in iSecureTrac's  Hosting Services Agreement,  at the
                  per  unit fee  listed  therein.  Unless  specifically
                  precluded by DISTRIBUTOR,  iSecureTrac shall register
                  each iTracker unit upon shipment.

                  Hosting registration fee, per iTracker unit:           $10.00

===============================================================================


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