ISECURETRAC CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc4.txt
<TEXT>

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EXHIBIT 10.2


                     AGREEMENT WITH CONTROLLING SHAREHOLDERS

THIS AGREEMENT WITH CONTROLLING SHAREHOLDERS (this "Agreement") dated as of
August 12, 2003, among iSecureTrac Corp., a Delaware corporation ("Buyer"), and
the undersigned shareholders (the "Controlling Shareholders") of Tracking
Systems Corporation, a Pennsylvania corporation ("TSC"). Buyer and Controlling
Shareholders are referred to collectively herein as the "Parties." WHEREAS,
Buyer and TSC have entered into a Share Exchange Agreement, dated as of 12, 2003
(the "Exchange Agreement"). Certain terms used herein without definition are
used herein as defined in the Exchange Agreement.

WHEREAS, Buyer and TSC make certain representations, warranties, and covenants
in the Exchange Agreement which will survive the Closing for purposes of
potential indemnification. Controlling Shareholders, however, will cease to have
any direct ownership interest in TSC immediately after the Closing. Buyer and
Controlling Shareholders therefore wish to provide for post-Closing
indemnification against breaches of these representations, warranties, and
covenants and to make certain other covenants among themselves.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein
made, Buyer and Controlling Shareholders agree as

follows. 1. Definitions.

"Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and
fees, including court costs and attorneys' fees and expenses.

"Annex" has the meaning set forth in ss.2 below.

"Buyer" has the meaning set forth in the preface above.

"Confidential Information" means any information concerning the businesses and
affairs of TSC that is not already generally available to the public.
"Controlling Shareholders" has the meaning set forth in the preface above.

"Escrow Agreement" has the meaning set forth in ss.4.6 below.

"Exchange Agreement" has the meaning set forth in the preface above.

"Indemnified Party" has the meaning set forth in ss.4.4.1 below.

"Indemnifying Party" has the meaning set forth in ss.4.4.1 below.

"Liability" means, with respect to any Person, any liability or obligation of
such Person of any kind, character or description, whether known or unknown,
absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated
or unliquidated, secured or unsecured, joint or several, due or to become due,
vested or unvested, executory, determined, determinable or otherwise, and
whether or not the same is required to be accrued on the financial statements of
such Person.

"Party" has the meaning set forth in the preface above.

"Requisite Controlling Shareholders" means Controlling Shareholders holding a
majority in interest of the total number of Shares that all of Controlling
Shareholders hold in the aggregate as set forth in the Annex.

"TSC" has the meaning set forth in the preface above.

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"Tax" means any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental (including taxes under Code ss.59A), customs
duties, capital stock, franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

"Third Party Claim" has the meaning set forth in ss.4.4.1 below.

2. Controlling Shareholders' Representations and Warranties. Each of Controlling
Shareholders represents and warrants to Buyer that the statements contained in
this ss.2 are materially correct and complete as of the date of this Agreement
and will be materially correct and complete as of the Closing Date (as though
made then and as though the Closing Date were substituted for the date of this
Agreement throughout this ss.2) with respect to such Controlling Shareholder,
except as set forth in the Annex attached hereto (the "Annex").

(a) Authorization. Controlling Shareholder has full power and authority
(including full corporate or other entity power and authority) to execute and
deliver this Agreement and to perform his, her, or its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of
Controlling Shareholder, enforceable in accordance with its terms and
conditions.

(b) Noncontravention. Except as previously disclosed in the Disclosure Letter,
to the knowledge of each Controlling Shareholder, neither the execution and the
delivery of this Agreement by Controlling Shareholder, nor the performance by
Controlling Shareholder of his, her, or its obligations hereunder, will (i)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, stipulation, ruling, charge, or other restriction of any
government, governmental agency, or court to which Controlling Shareholder is
subject or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
Controlling Shareholder is a party or by which he or it is bound or to which any
of his or its assets is subject.

(c) TSC Shares. Controlling Shareholder holds of record the number of Shares set
forth next to his or her name on the Annex.

3. Post-Closing Covenants. The Parties agree as follows with respect to the
period following the Closing.

      3.1.  General. In case at any time after the Closing any further action is
            necessary or desirable to carry out the purposes of the Exchange
            Agreement, each of the Parties will take such further action
            (including the execution and delivery of such further instruments
            and documents) as any other Party may request, all the sole cost and
            expense of the requesting Party (unless the requesting Party is
            entitled to indemnification therefor under ss.4 below). Controlling
            Shareholders acknowledge and agree that from and after the Closing
            Buyer will be entitled to possession of all documents, books,
            records (including Tax records), agreements, and financial data of
            any sort relating to TSC .

      3.2.  Litigation Support. In the event and for so long as any Party
            actively is contesting or defending against any action, suit,
            proceeding, hearing, investigation, charge, complaint, claim, or
            demand in connection with (i) any


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            transaction contemplated under the Exchange Agreement or (ii) any
            fact, situation, circumstance, status, condition, activity,
            practice, plan, occurrence, event, incident, action, failure to act,
            or transaction on or prior to the Closing Date involving TSC, each
            of the other Parties will cooperate with the contesting or defending
            Party and his, her, or its counsel in the contest or defense, make
            available his, her, or its personnel, and provide such testimony and
            access to his, her, or its books and records as shall be necessary
            in connection with the contest or defense, all at the sole cost and
            expense of the contesting or defending Party (unless the contesting
            or defending Party is entitled to indemnification therefor underss.4
            below).

      3.3.  Transition. None of Controlling Shareholders will take any action
            that is designed or intended to have the effect of discouraging any
            lessor, licensor, customer, supplier, or other business associate of
            TSC from maintaining the same business relationships with Buyer
            after the Closing as it maintained with TSC prior to the Closing.
            Each Controlling Shareholder will refer all customer inquiries
            relating to the businesses of TSC to Buyer from and after the
            Closing.

      3.4.  Confidentiality. Each Controlling Shareholder will treat and hold as
            such all of the Confidential Information, refrain from using any of
            the Confidential Information except in connection with this
            Agreement or except as required by law, and deliver promptly to
            Buyer or destroy, at the request and option of Buyer, all tangible
            embodiments (and all copies) of the Confidential Information which
            are in his, her, or its possession. In the event that any
            Controlling Shareholder is requested or required (by oral question
            or request for information or documents in any legal proceeding,
            interrogatory, subpoena, civil investigative demand, or similar
            process) to disclose any Confidential Information, that Controlling
            Shareholder will notify Buyer promptly of the request or requirement
            so that Buyer may seek an appropriate protective order or waive
            compliance with the provisions of thisss.3.4. If, in the absence of
            a protective order or the receipt of a waiver hereunder, any
            Controlling Shareholder is, on the advice of counsel, compelled to
            disclose any Confidential Information to any tribunal or else stand
            liable for contempt, that Controlling Shareholder may disclose the
            Confidential Information to the tribunal; provided, however, that
            the disclosing Controlling Shareholder shall use his, her, or its
            Best Efforts to obtain, at the request of Buyer, an order or other
            assurance that confidential treatment will be accorded to such
            portion of the Confidential Information required to be disclosed as
            Buyer shall designate.

      3.5.  Covenant Not to Compete. For a period of three (3) years from and
            after the Closing Date, no Controlling Shareholder will engage
            directly or indirectly in any business that TSC conducts as of the
            Closing Date in any geographic area in which TSC conducts that
            business as of the Closing Date; provided, however, that no owner of
            less than 1% of the outstanding stock of any publicly traded
            corporation shall be deemed to engage solely by reason thereof in
            any of its businesses. Nothwithstanding this provision, this
            Covenant Not to Compete shall not supersede any contrary Covenant
            Not to Compete time and scope provision contained in any Controlling
            Shareholder employment or consulting agreement. If the final
            judgment of a court of competent jurisdiction declares that any term


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            or provision of this ss. 3.5 is invalid or unenforceable, the
            Parties agree that the court making the determination of invalidity
            or unenforceability shall have the power to reduce the scope,
            duration, or area of the term or provision, to delete specific words
            or phrases, or to replace any invalid or unenforceable term or
            provision with a term or provision that is valid and enforceable and
            that comes closest to expressing the intention of the invalid or
            unenforceable term or provision, and this Agreement shall be
            enforceable as so modified after the expiration of the time within
            which the judgment may be appealed.

4.    Remedies for Breaches of this Agreement and the Exchange Agreement.

      4.1.  Survival of Representations, Warranties and Covenants. All of the
            representations and warranties of TSC contained in Sections 3.1
            through 3.26, inclusive, of the Exchange Agreement and in Sections
            6.0 and 7.0 of the Plan of Exchange shall survive the Closing and
            continue in full force and effect for a period of one year
            thereafter. All of the representations and warranties of Buyer and
            Controlling Shareholders in this Agreement, shall survive the
            Closing and continue in full force and effect for a period of one
            year thereafter.

      4.2.  Indemnification Provisions for Buyer's Benefit.

            4.2.1. In the event TSC breaches any of its representations,
                  warranties, and covenants contained in the Exchange Agreement,
                  and provided that Buyer makes a written claim for
                  indemnification against any Controlling Shareholder pursuant
                  toss.6.8 below within the survival period (if there is an
                  applicable survival period pursuant toss.4.1 above), then each
                  Controlling Shareholder shall be obligated jointly and
                  severally to indemnify Buyer from and against the entirety of
                  any Adverse Consequences Buyer may suffer (including any
                  Adverse Consequences Buyer may suffer after the end of any
                  applicable survival period) resulting from, arising out of,
                  relating to, in the nature of, or caused by the breach;
                  provided, however, that Controlling Shareholders shall not
                  have any obligation to indemnify Buyer from and against any
                  Adverse Consequences resulting from, arising out of, relating
                  to, in the nature of, or caused by the breach of any
                  representation or warranty of TSC contained in the Exchange
                  Agreement (A) until Buyer has suffered Adverse Consequences by
                  reason of all such breaches in excess of a $25,000 aggregate
                  threshold (at which point Controlling Shareholders will be
                  obligated to indemnify Buyer from and against all such Adverse
                  Consequences relating back to the first dollar) or thereafter
                  (B) to the extent the Adverse Consequences Buyer has suffered
                  by reason of all such breaches exceeds a $230,000 aggregate
                  ceiling (after which point Controlling Shareholders will have
                  no obligation to indemnify Buyer from and against further such
                  Adverse Consequences).

            4.2.2. In the event any Controlling Shareholder breaches any of his,
                  her, or its representations, warranties, or covenants
                  contained in this Agreement and, provided that Buyer makes a
                  written claim for indemnification against such Controlling
                  Shareholder pursuant toss.6.8 below within the survival period
                  (if there is an applicable survival period pursuant toss.4.1
                  above), then such Controlling Shareholder shall indemnify
                  Buyer from and against the entirety of any Adverse
                  Consequences Buyer may suffer (including any Adverse
                  Consequences Buyer may suffer after the end of any applicable
                  survival period) resulting from, arising out of, relating to,
                  in the nature of, or caused by the breach; provided, however,
                  that Controlling Shareholders shall


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                  not have any obligation to indemnify Buyer from and against
                  any Adverse Consequences resulting from, arising out of,
                  relating to, in the nature of, or caused by the breach of any
                  representation or warranty of TSC or a Controlling Shareholder
                  contained in the Exchange Agreement (A) until Buyer has
                  suffered Adverse Consequences by reason of all such breaches
                  in excess of a $25,000 aggregate threshold (at which point
                  Controlling Shareholders will be obligated to indemnify Buyer
                  from and against all such Adverse Consequences relating back
                  to the first dollar) or thereafter (B) to the extent the
                  Adverse Consequences Buyer has suffered by reason of all such
                  breaches exceeds a $230,000 aggregate ceiling (after which
                  point Controlling Shareholders will have no obligation to
                  indemnify Buyer from and against further such Adverse
                  Consequences).

            4.2.3 The obligations of each Controlling Shareholder under this
                  ss.4 shall be joint and several.

      4.3   Indemnification Provisions for Controlling Shareholders' Benefit. In
            the event Buyer breaches any of its representations, warranties, and
            covenants contained in the Exchange Agreement or in this Agreement,
            and provided that any Controlling Shareholder makes a written claim
            for indemnification against Buyer pursuant to ss.6.8 below within
            the survival period (if there is an applicable survival period
            pursuant to ss.4.1 above), then Buyer shall indemnify each
            Controlling Shareholder from and against the entirety of any Adverse
            Consequences suffered (including any Adverse Consequences suffered
            after the end of any applicable survival period) resulting from,
            arising out of, relating to, in the nature of, or caused by the
            breach; provided, however, that Buyer shall not have any obligation
            to indemnify any Controlling Shareholder from and against any
            Adverse Consequences resulting from, arising out of, relating to, in
            the nature of, or caused by the breach of any representation or
            warranty of Buyer contained in the Exchange Agreement (A) until such
            claiming Controlling Shareholder has suffered Adverse Consequences
            by reason of all such breaches in excess of a $25,000 aggregate
            threshold (at which point Buyer will be obligated to indemnify such
            Controlling Shareholder from and against all such Adverse
            Consequences relating back to the first dollar) or thereafter (B) to
            the extent the Adverse Consequences Controlling Shareholders have
            suffered by reason of all such breaches exceeds a $230,000 aggregate
            ceiling (after which point Buyer will have no obligation to
            indemnify any Controlling Shareholder from and against further such
            Adverse Consequences).


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      4.4   Matters Involving Third Parties.

            4.4.1 If any third party shall notify any Party (the "Indemnified
                  Party") with respect to any matter (a "Third Party Claim")
                  which may give rise to a claim for indemnification against any
                  other Party (the "Indemnifying Party") under this ss.4, then
                  the Indemnified Party shall promptly notify each Indemnifying
                  Party thereof in writing; provided, however, that no delay on
                  the part of the Indemnified Party in notifying any
                  Indemnifying Party shall relieve the Indemnifying Party from
                  any obligation hereunder unless (and then solely to the
                  extent) the Indemnifying Party thereby is prejudiced.

            4.4.2 Any Indemnifying Party will have the right to defend the
                  Indemnified Party against the Third Party Claim with counsel
                  of its choice reasonably satisfactory to the Indemnified Party
                  so long as (A) the Indemnifying Party notifies the Indemnified
                  Party in writing within 15 days after the Indemnified Party
                  has given notice of the Third Party Claim that the
                  Indemnifying Party will indemnify the Indemnified Party from
                  and against the entirety of any Adverse Consequences the
                  Indemnified Party may suffer resulting from, arising out of,
                  relating to, in the nature of, or caused by the Third Party
                  Claim, (B) the Indemnifying Party provides the Indemnified
                  Party with evidence reasonably acceptable to the Indemnified
                  Party that the Indemnifying Party will have the financial
                  resources to defend against the Third Party Claim and fulfill
                  its indemnification obligations hereunder, (C) the Third Party
                  Claim involves only money damages and does not seek an
                  injunction or other equitable relief, (D) settlement of, or an
                  adverse judgment with respect to, the Third Party Claim is
                  not, in the good faith judgment of the Indemnified Party,
                  likely to establish a precedent-setting custom or practice
                  adverse to the continuing business interests or the reputation
                  of the Indemnified Party, and (E) the Indemnifying Party
                  conducts the defense of the Third Party Claim actively and
                  diligently.

            4.4.3 So long as the Indemnifying Party is conducting the defense of
                  the Third Party Claim in accordance with ss.4.4.2 above, (A)
                  the Indemnified Party may retain separate co-counsel at its
                  sole cost and expense and participate in the defense of the
                  Third Party Claim, (B) the Indemnified Party will not consent
                  to the entry of any judgment or enter into any settlement with
                  respect to the Third Party Claim without the prior written
                  consent of the Indemnifying Party (not to be withheld
                  unreasonably), and (C) the Indemnifying Party will not consent
                  to the entry of any judgment or enter into any settlement with
                  respect to the Third Party Claim without the prior written
                  consent of the Indemnified Party (not to be withheld
                  unreasonably).

            4.4.4 In the event any of the conditions inss.4.4.2 above is or
                  becomes unsatisfied, however, (A) the Indemnified Party may
                  defend against, and consent to the entry of any judgment or
                  enter into any settlement with respect to, the Third Party
                  Claim in any manner it reasonably may deem


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                  appropriate (and the Indemnified Party need not consult with,
                  or obtain any consent from, any Indemnifying Party in
                  connection therewith), (B) the Indemnifying Parties will
                  reimburse the Indemnified Party promptly and periodically for
                  the costs of defending against the Third Party Claim
                  (including reasonable attorneys' fees and expenses), and (C)
                  the Indemnifying Parties will remain responsible for any
                  Adverse Consequences the Indemnified Party may suffer
                  resulting from, arising out of, relating to, in the nature of,
                  or caused by the Third Party Claim to the fullest extent
                  provided in thisss.4.

      4.5   Determination of Adverse Consequences. The Parties shall take into
            account the time cost of money in determining Adverse Consequences
            for purposes of thisss.4.

      4.6   Recoupment Against Escrow Agreement. Any indemnification to which
            Buyer is entitled under this ss.4 as a result of any Adverse
            Consequences it may suffer shall first be made from the utilization
            of any insurance benefit or proceeds and second as a payment to
            Buyer from the escrow account in accordance with the terms of the
            escrow agreement in substantially the form of Exhibit "4.6" hereto
            (the "Escrow Agreement").

      4.7   Other Indemnification Provisions. Not withstanding any other
            provisions, the foregoing indemnification provisions relating to the
            Controlling Shareholders shall be limited in time and scope as
            follows: Controlling Shareholders shall not have any personal
            obligation to indemnify Buyer from and against any Adverse
            Consequences resulting from, arising out of, relating to, in the
            nature of, or caused by the breach of any representation or warranty
            of TSC contained in the Exchange Agreement or this Agreement (A)
            until Buyer has suffered Adverse Consequences by reason of all such
            breaches in excess of a $25,000 aggregate threshold (at which point
            Controlling Shareholders will be obligated to indemnify Buyer from
            and against all such Adverse Consequences relating back to the first
            dollar) or thereafter (B) to the extent the Adverse Consequences
            Buyer has suffered by reason of all such breaches exceeds a $230,000
            aggregate ceiling (after which point Controlling Shareholders will
            have no obligation to indemnify Buyer from and against further such
            Adverse Consequences); provided however, that any insurance benefits
            in effect shall first be utilized and the amount of funds deposited
            into the Escrow Account as contemplated in ss.4.6 shall be reduced
            dollar for dollar after any insurance benefits are exhausted; and
            Controlling Shareholders' obligations for indemnification under this
            Agreement shall be limited solely to amounts held in escrow.
            Controlling Shareholders shall have no further liability under this
            Agreement or otherwise and all Controlling Shareholder
            indemnification liability shall cease one year following the Closing
            Date.

      Exceptions to Controlling Shareholders' Liability for Indemnification.
      Notwithstanding any other provisions, the foregoing indemnification
      provisions relating to the Controlling Shareholders shall be subject to
      the following exceptions and limitations: Controlling Shareholders shall
      not have any personal obligation to indemnify Buyer from and against any
      Adverse Consequences regarding the following: any TSC customer contracts
      without


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      an assignment clause or any issues related to any claims by ElmoTech Ltd.
      of Tel Aviv, Israel related to the ownership of the trademark "MEMS" or
      any derivative thereof.

5     Termination. This Agreement shall terminate (i) on the date the Exchange
      Agreement is terminated if the Exchange Agreement is terminated prior to
      the Closing in accordance with and pursuant to the terms thereof, or (ii)
      one (1) year from the date of Closing, provided that no claims for
      indemnification pursuant to Section 4 above are then outstanding in which
      case this Agreement shall continue until all such claims are fully
      settled.

6     Miscellaneous.

      6.4   Exclusivity. No Controlling Shareholder will (i) solicit, initiate,
            or encourage the submission of any proposal or offer from any Person
            relating to the acquisition of any capital stock or other voting
            securities, or any substantial portion of the assets, of TSC
            (including any acquisition structured as a merger, consolidation, or
            share exchange) or (ii) participate in any discussions or
            negotiations regarding, furnish any information with respect to,
            assist or participate in, or facilitate in any other manner any
            effort or attempt by any Person to do or seek any of the foregoing.
            Each Controlling Shareholder will notify Buyer immediately if he,
            she, or it becomes aware that any Person has made any proposal,
            offer, inquiry, or contact with respect to any of the foregoing.

      6.5   Press Releases and Public Announcements. No Controlling Shareholder
            shall issue any press release or make any public announcement
            relating to the subject matter of the Exchange Agreement without the
            prior written approval of Buyer; provided, however, that any
            Controlling Shareholder may make any public disclosure it believes
            in good faith is required by applicable law (in which case the
            disclosing Party will use its reasonable Best Efforts to advise the
            other Parties prior to making the disclosure).

      6.6   No Third-Party Beneficiaries. This Agreement shall not confer any
            rights or remedies upon any Person other than the Parties and their
            respective successors and permitted assigns.

      6.7   Entire Agreement. This Agreement (including the documents referred
            to herein) constitutes the entire agreement among the Parties and
            supersedes any prior understandings, agreements, or representations
            by or among the Parties, written or oral, to the extent they related
            in any way to the subject matter hereof.

      6.8   Succession and Assignment. This Agreement shall be binding upon and
            inure to the benefit of the Parties named herein and their
            respective successors and permitted assigns. No Party may assign
            either this Agreement or any of his, her, or its rights, interests,
            or obligations hereunder without the prior written approval of Buyer
            and Requisite Controlling Shareholders; provided, however, that
            Buyer may (i) assign any or all of its rights and interests
            hereunder to one or more of its Affiliates and (ii) designate one or
            more of its Affiliates to perform its obligations hereunder (in any
            or all of which cases Buyer nonetheless shall remain liable and
            responsible for the performance of all of its obligations
            hereunder).


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

      6.10  Headings. The section headings contained in this Agreement are
            inserted for convenience only and shall not affect in any way the
            meaning or interpretation of this Agreement.

      6.11  Notices. All notices, requests, demands, claims, and other
            communications hereunder will be in writing. Any notice, request,
            demand, claim, or other communication hereunder shall be deemed duly
            given (i) when delivered personally to the recipient, (ii) one
            business day after being sent to the recipient by reputable
            overnight courier service (charges prepaid), (iii) one business day
            after being sent to the recipient by facsimile transmission or
            electronic mail, or (iv) four business days after being mailed to
            the recipient by certified or registered mail, return receipt
            requested and postage prepaid, and addressed to the intended
            recipient as set forth below:

            If to the Controlling Shareholders, at their respective addresses
            and facsimile numbers set forth at the Annex, with a copy to:
            Shumaker Williams, P.C.

            Attention: Anthony Foschi
            3425 Simpson Ferry Road
            Camp Hill, PA 17108-0088
            Facsimile No.: (717) 763-7419

            If to Buyer,
            iSecureTrac Corp.
            Attention: John Heida
            5022 So. 114th Street
            Omaha, NE 68137

            Facsimile No.: (402) 537-9847

            With a copy to:
            Erickson & Sederstrom, P.C.
            Attention: Virgil Johnson
            10330 Regency Parkway Drive

            Omaha, NE 68114
            Facsimile No.: (402) 390-7137

            Process Agent:
            Thomas P. Gacki, Esq.
            Eckert Seamans Cherin & Mellott, LLC
            213 Market Street
            Harrisburg, PA 17101
            Facsimile No: (717) 237-6019


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            Any Party may change the address to which notices, requests,
            demands, claims, and other communications hereunder are to be
            delivered by giving the other Parties notice in the manner herein
            set forth.

      6.12  Governing Law. This Agreement shall be governed by and construed in
            accordance with the domestic laws of the State of Nebraska without
            giving effect to any choice or conflict of law provision or rule
            (whether of the State of Nebraska or any other jurisdiction) that
            would cause the application of the laws of any jurisdiction other
            than the State of Nebraska.

      6.13  Amendments and Waivers. No amendment of any provision of this
            Agreement shall be valid unless the same shall be in writing and
            signed by Buyer and Requisite Controlling Shareholders. No waiver by
            any Party of any provision of this Agreement or any default,
            misrepresentation, or breach of warranty or covenant hereunder,
            whether intentional or not, shall be valid unless the same shall be
            in writing and signed by the Party making such waiver nor shall such
            waiver be deemed to extend to any prior or subsequent default,
            misrepresentation, or breach of warranty or covenant hereunder or
            affect in any way any rights arising by virtue of any prior or
            subsequent such default, misrepresentation, or breach of warranty or
            covenant.

      6.14  Severability. Any term or provision of this Agreement that is
            invalid or unenforceable in any situation in any jurisdiction shall
            not affect the validity or enforceability of the remaining terms and
            provisions hereof or the validity or enforceability of the offending
            term or provision in any other situation or in any other
            jurisdiction.

      6.15  Expenses. Each of the Parties will bear his, her, or its own costs
            and expenses (including legal fees and expenses) incurred in
            connection with this Agreement and the transactions contemplated
            hereby (except as otherwise provided herein).

      6.16  Construction. The Parties have participated jointly in the
            negotiation and drafting of this Agreement. In the event an
            ambiguity or question of intent or interpretation arises, this
            Agreement shall be construed as if drafted jointly by the Parties
            and no presumption or burden of proof shall arise favoring or
            disfavoring any Party by virtue of the authorship of any of the
            provisions of this Agreement. Any reference to any federal, state,
            local, or foreign statute or law shall be deemed also to refer to
            all rules and regulations promulgated thereunder, unless the context
            requires otherwise. The word "including" shall mean including
            without limitation.

      6.17  Incorporation of Annex and Exhibits. The Annex and Exhibits hereto
            are incorporated herein by reference and made a part hereof.

      6.18  Specific Performance. Each Party acknowledges and agrees that the
            other Parties would be damaged irreparably in the event any
            provision of this Agreement is not performed in accordance with its
            specific terms or otherwise is breached, so that a Party shall be
            entitled to injunctive relief to prevent breaches of this Agreement
            and to enforce specifically this Agreement and the terms and
            provisions hereof, in addition to any other remedy to which such
            Party may be entitled, at law or in equity. In particular, the
            Parties acknowledge that the business of TSC is unique and recognize
            and affirm that in the event Controlling Shareholders breach


                                       10
<PAGE>

            this Agreement, money damages would be inadequate and Buyer would
            have no adequate remedy at law, so that Buyer shall have the right,
            in addition to any other rights and remedies existing in its favor,
            to enforce its rights and the other Parties' obligations hereunder
            not only by action for damages but also by action for specific
            performance, injunctive, and/or other equitable relief.

      6.19  Submission to Jurisdiction. Each of the Parties submits to the
            jurisdiction of any state or federal court sitting in Omaha,
            Nebraska, in any action or proceeding arising out of or relating to
            this Agreement and agrees that all claims in respect of the action
            or proceeding may be heard and determined in any such court. Each
            Party also agrees not to bring any action or proceeding arising out
            of or relating to this Agreement in any other court. Each of the
            Parties waives any defense of inconvenient forum to the maintenance
            of any action or proceeding so brought and waives any bond, surety,
            or other security that might be required of any other Party with
            respect thereto. Each Party appoints the Process Agent as his or its
            agent to receive on his or its behalf service of copies of the
            summons and complaint and any other process that might be served in
            the action or proceeding. Any Party may make service on any other
            Party by sending or delivering a copy of the process (i) to the
            Party to be served at the address and in the manner provided for the
            giving of notices in ss.6.8 above or (ii) to the Party to be served
            in care of the Process Agent at the address and in the manner
            provided for the giving of notices in ss.6.8 above. Nothing in this
            ss.6.16, however, shall affect the right of any Party to bring any
            action or proceeding arising out of or relating to this Agreement in
            any other court or to serve legal process in any other manner
            permitted by law or in equity. Each Party agrees that a final
            judgment in any action or proceeding so brought shall be conclusive
            and may be enforced by suit on the judgment or in any other manner
            provided by law or in equity.



                                       11
<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
as of the date first above written.

BUYER:                                          CONTROLLING SHAREHOLDERS:

ISECURETRAC CORP.

                                               /s/ John A. Sciortino

By:   /s/  John M. Heida

                                               /s/  Donna M. Reynolds Sciortino

                                               /s/ Louis C. Fiocchi

                                               /s/ Francis A. Cerchiaro


                                       12
<PAGE>

                                                                           ANNEX

<TABLE>
<CAPTION>
                                                                                 NO. OF TSC SHARES
                                                                     -----------------------------------------
                                                                      CLASS A         CLASS B         CLASS C
NAME AND ADDRESS OF SELLER      FACSIMILE NO.     COMMON STOCK       PREFERRED       PREFERRED       PREFERRED
--------------------------------------------------------------------------------------------------------------
<S>                             <C>
John A. Sciortino
2374 Jessamy Court
Harrisburg, PA 17112

Donna M. Reynolds Sciortino
2374 Jessamy Court
Harrisburg, PA 17112

Louis C. Fiocchi
108 Ferry Lane
South Glastonbury, CT 06073

Francis A. Cerchiaro
145 York Road
Delran, NJ 08075

EXCEPTIONS TO SS.2:
-------------------
</TABLE>


                                       13
<PAGE>



                                                                     EXHIBIT 4.6

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT ("Escrow Agreement"), dated as of ____________, 2003
      (the "Closing Date"), among iSecureTrac Corp., a Delaware corporation
      ("Buyer"), each of the undersigned persons (collectively, the "Controlling
      Shareholders"), and the law firm of Eckert Seamans Cherin & Mellott, LLC,
      213 Market Street, Harrisburg, PA 17101 as escrow agent ("Escrow Agent").
      Buyer and Controlling Shareholders are parties to that certain Agreement
      with Controlling Shareholders, dated August 12, 2003 (the "Indemnification
      Agreement") providing for the establishment of an escrow account.

      Capitalized terms used in this Escrow Agreement without definition shall
      have the respective meanings given to them in the Indemnification
      Agreement. The parties, intending to be legally bound, hereby agree as
      follows:

      1.0   DEFINITIONS

            1.1 "Collateral" shall mean stock certificates for the Buyer's
      Shares listed opposite each Controlling Shareholder's name on Exhibit "A"
      hereto.

      2.0   DEPOSIT

            2.1 Upon Closing, Buyer shall deposit Collateral with Escrow Agent.

            2.2 Escrow Agent, as a safekeeping (escrow) agent, agrees to accept
      Collateral from Buyer upon Closing and hold the same in safekeeping at its
      offices herein indicated pursuant to the terms and conditions of this
      Escrow Agreement.

            2.3 Escrow Agent shall have no obligation to inspect or pass on the
      adequacy, accuracy or legality of Collateral.

            2.4 Buyer hereby represents that Collateral is not subject to any
      lien or other encumbrance.

            2.5 Escrow Agent shall act as Process Agent for purposes of
      receiving notices and process as described in the Indemnification
      Agreement.

            2.6 Buyer shall pay Escrow Agent all fees for Escrow Agent's
      services hereunder as mutually determined to be appropriate between Buyer
      and Escrow Agent.

      3.0   CLAIMS

            3.1 At any time during the term of this Agreement, Buyer may give
      notice to Controlling Shareholders and Escrow Agent specifying in
      reasonable detail the nature


                                       14
<PAGE>

      and dollar amount of any claim it may have under the Indemnification
      Agreement ("Claim"). Buyer may assert more than one Claim with respect to
      the same facts.

            3.2 Controlling Shareholders may dispute any Claim by giving notice
      thereof to Buyer and Escrow Agent specifying in reasonable detail the
      reasons such Claim is disputed ("Claim Dispute") within thirty (30)
      calendar days following their receipt of notice of the Claim ("Counter
      Notice Period).

            3.3 If a Claim Dispute is not received by Escrow Agent or Buyer
      within the Counter Notice Period, then the dollar amount of damages
      claimed by Buyer as set forth in its Claim notice shall be deemed
      established.

            3.4 If a Claim Dispute is received by Escrow Agent or Buyer within
      the Counter Notice Period, then such claim shall be resolved as provided
      in Section 4.7 of the Indemnification Agreement in order to establish the
      dollar amount of damages, if any.

            3.5 Upon the establishment of the dollar amount of damages
      ("Damages"), and after applying any insurance benefits or proceeds, and
      provided that such damages do not exceed the value of the Collateral,
      Escrow Agent shall deduct Damages from the then-current market value of
      Collateral and exchange such Collateral with Buyer for new certificates of
      Buyer's Shares reflecting such a diminished value of Collateral on a
      pro-rata by Controlling Shareholder basis and such newly issued Buyer's
      Shares shall then be Collateral.

            3.6 In the event Damages, after application of any insurance
      benefits or proceeds, equal or exceed the value of Collateral, Escrow
      Agent shall release all remaining Collateral to Buyer and this Escrow
      Agreement shall be terminated as provided herein.

            3.7 Escrow Agent shall not be required to consider the merits of any
      Claim or determine whether a Claim complies with the requirements of the
      Indemnification Agreement.

      4.0   RELEASE OF DEPOSIT

            4.1 The term of this Escrow Agreement shall be one (1) calendar year
      from the date of Closing ("Escrow Term"). In the event a Claim is
      outstanding upon the expiration of the Escrow Term, the Escrow Term shall
      be extended until such Claim is fully settled as provided herein.

            4.2 Upon expiration of the Escrow Term, Escrow Agent shall pay and
      distribute the balance of the Collateral to the former Tracking Systems
      Corporation shareholders as provided on Annex A hereto.

      5.0   ESCROW AGENT'S RESPONSIBILITIES


                                       15
<PAGE>

            5.1 Buyer and each Controlling Shareholder agree to indemnify,
      defend and hold Escrow Agent harmless from any and all claims, actions,
      damages, arbitration fees and expenses, costs and other liabilities
      ("Liabilities") incurred by Escrow Agent related to this escrow
      arrangement unless such Liabilities were caused solely by the negligence
      or willful misconduct of Escrow Agent.

            5.2 Escrow Agent shall be entitled to rely upon any order, judgment,
      certification, demand, notice, instrument or other writing delivered to it
      hereunder without being required to determine the authenticity or the
      correctness of any fact stated therein or the propriety or validity of the
      service thereof. Escrow Agent may act in reliance upon any instrument or
      signature believed by it to be genuine and may assume that the person
      purporting to give receipt or advice or make any statement or execute any
      document in connection with the provisions hereof has been duly authorized
      to do so. Escrow Agent may conclusively presume that the undersigned
      representative of any party hereto which is an entity other than a natural
      person has full power and authority to instruct Escrow Agent on behalf of
      that party unless written notice to the contrary is delivered to Escrow
      Agent.

            5.3 Escrow Agent shall not be required to make and makes no
      representation as to the validity, value, genuineness or the
      collectability of any security or other document or instrument held by or
      delivered to it.

            5.4 Escrow Agent shall not be called upon to advise any party as to
      the wisdom in selling or retaining or taking or refraining from any action
      with respect to any securities or other property deposited hereunder.

            5.5 In the event of any disagreement between the other parties
      hereto resulting in adverse claims or demands being made in connection
      with the Collateral or in the event that Escrow Agent is in doubt as to
      what action it should take hereunder, Escrow Agent shall be entitled to
      retain the Collateral until Escrow Agent shall have received (i) a final
      non-appealable order of a court of competent jurisdiction directing
      delivery of the Collateral or (ii) a written agreement executed by the
      other parties hereto directing delivery of the Collateral, in which event
      Escrow Agent shall disburse the Collateral in accordance with such order
      or agreement.

      6.0   MISCELANEOUS

            6.1 All notices and other communications under this Escrow Agreement
      must be in writing and will be deemed to have been duly given when (a)
      delivered by hand (with written confirmation of receipt), (b) sent by
      telecopier (with written confirmation of receipt) provided that a copy is
      mailed by registered mail, return receipt requested, or (c) when received
      by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses and
      telecopier numbers as set forth at Schedule "A" to the Indemnification
      Agreement (or to such other addresses and telecopier numbers as a party
      may designate by notice to the other parties).


                                       16
<PAGE>

            6.2 Any action or proceeding seeking to enforce any provision of, or
      based on any right arising out of, this Escrow Agreement may be brought
      against any of the parties in the courts of the State of Nebraska, County
      of Douglas, or, if it has or can acquire jurisdiction, in the United
      States District Court for the District of Nebraska, and each of the
      parties consents to the jurisdiction of such courts (and of the
      appropriate appellate courts) in any such action or proceeding and waives
      any objection to venue laid therein. Process in any action or proceeding
      referred to in the preceding sentence may be served on any party anywhere
      in the world.

            6.3 This Escrow Agreement may be executed in one or more
      counterparts, each of which will be deemed to be an original and all of
      which, when taken together, will be deemed to constitute one and the same.

            6.4 The headings of sections in this Escrow Agreement are provided
      for convenience only and will not affect its construction or
      interpretation.

            6.5 The rights and remedies of the parties to this Escrow Agreement
      are cumulative and not alternative. Neither the failure nor any delay by
      any party in exercising any right, power, or privilege under this Escrow
      Agreement or the documents referred to in this Escrow Agreement will
      operate as a waiver of such right, power, or privilege, and no single or
      partial exercise of any such right, power, or privilege will preclude any
      other or further exercise of such right, power, or privilege or the
      exercise of any other right, power, or privilege. To the maximum extent
      permitted by applicable law, (a) no claim or right arising out of this
      Escrow Agreement or the documents referred to in this Escrow Agreement can
      be discharged by one party, in whole or in part, by a waiver or
      renunciation of the claim or right unless in writing signed by the other
      party; (b) no waiver that may be given by a party will be applicable
      except in the specific instance for which it is given; and (c) no notice
      to or demand on one party will be deemed to be a waiver of any obligation
      of such party or of the right of the party giving such notice or demand to
      take further action without notice or demand as provided in this Escrow
      Agreement or the documents referred to in this Escrow Agreement.

            6.6 This Escrow Agreement supersedes all prior agreements among the
      parties with respect to its subject matter and constitutes (along with the
      documents referred to in this Escrow Agreement) a complete and exclusive
      statement of the terms of the agreement between the parties with respect
      to its subject matter. This Escrow Agreement may not be amended except by
      a written agreement executed by the Buyer, the Controlling Shareholders
      and the Escrow Agent.

            6.7 This Escrow Agreement shall be governed by the laws of the State
      of Nebraska, without regard to conflicts of law principles.


                                       17
<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this Escrow
Agreement as of the date first written above.

BUYER:                                               CONTROLLING SHAREHOLDERS:
ISECURETRAC CORP.


By: ________________________________            ________________________________

ESCROW AGENT:                                   ________________________________

By: ________________________________            ________________________________

                                                ________________________________


                                       18
<PAGE>





</TEXT>
</DOCUMENT>
