FIRST AMENDMENT TO PROMISSORY NOTE

FIRST AMENDMENT TO PROMISSORY NOTE

Exhibit 10.2

Whereas, that certain promissory note dated October 24, 2006, in the original principal amount of $1,700,000 (the “Note”) was executed by iSecureTrac Corp. (“Maker”) in favor of Consolidated Investment Services, Inc.(“Payee”); and

Whereas, Maker and Payee now desire to amend the Note to modify the Maturity Date (as defined in the Note);

NOW THEREFORE, for and in consideration of ten dollars and other good and valuable consideration receipt of which is hereby acknowledged, it is hereby agreed as follows:

1.  The “Maturity Date” as defined in the Note is hereby amended and restated as follows:

 

“Maturity Date.” The earlier of (i) July 1, 2008 or (ii) the first date on which Maker issues equity securities or arranges for additional indebtedness (other than trade indebtedness incurred in the ordinary course of its business) in a transaction or series of transactions which generates aggregate net proceeds to the Maker of not less than $1,700,000.

2.  Except as amended hereby, the Note remains the same in all respects and remains in full force and effect.

3. Payee hereby acknowledges and agrees that the additional $4.3 million promissory note executed by Maker in favor of Payee on the date hereof shall not result in an acceleration of the Maturity Date of the Note.

Signed this 12th day of December 2006.