DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the "Agreement") is made as of 30th day of December, 2004 by and between
iSecuretrac Corp., a Delaware corporation (the "Company"), and Buckshot Capital, LLC (the "Debt Holder").
A. The Debt Holder is the holder of one or more liabilities and obligations of the Company which is described in
Schedule 1 hereto (the "Obligations"). The outstanding balance and accrued interest of each of the Obligations is
set forth in Schedule 1.
B. In order to facilitate the Company's ability to raise additional equity capital, the Debt Holder and the Company
desire to convert the entire principal balance of the Obligations, but not the accrued interest thereon, into shares
of the Company's Common Stock, par value ($0.01) per share (the "Common Stock") on the terms and
conditions set forth herein and, in connection therewith to (i) cancel and forgive the accrued interest on the
Obligations, (ii) release all claims held by the Debt Holder with respect to the Obligations and the payment of
principal and interest thereon, and (iii) effect the release any and all security interests, liens and other
encumbrances on the assets of the Company held by the Debt Holder as security for the Obligations.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, do agree as follows:
1. Conversion of Obligations, Forgiveness of Interest and Release of Security.
1.1 Conversion of Obligations into Common Stock. Subject to the terms and conditions of this Agreement, at the
Closing (as defined herein) Debt Holder agrees to cancel and terminate the Obligations and to convert the entire
outstanding principal balance of the Obligations (which amounts are set forth in Schedule 1 hereto) into shares of
Common Stock at a conversion price of twenty-three cents