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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   -----------

                                ISECURETRAC CORP.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                 87-0347787
      (State or other jurisdiction
    of incorporation or organization)       (I.R.S. Employer Identification No.)

          5022 SO. 114TH STREET
          OMAHA, NEBRASKA 68137                            68137
(Address of Principal Executive Offices)                 (Zip Code)


                        STOCK OPTIONS AWARDED PURSUANT TO
     EMPLOYMENT AGREEMENTS WITH CERTAIN NAMED EXECUTIVES OF THE CORPORATION
                            (Full title of the plan)


                                 ROGER J. KANNE
                                    CHAIRMAN
                                ISECURETRAC CORP.
                              5022 S. 114TH STREET
                              OMAHA, NEBRASKA 68137
                                 (402) 537-0022
            (Name, address, included zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                               JOHN M. HEIDA, ESQ.
                                ISECURETRAC CORP.
                              5022 S. 114TH STREET
                              OMAHA, NEBRASKA 68137
                                 (402) 537-0022
                             JHEIDA@ISECURETRAC.COM

                                   -----------

<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM
                                                           AMOUNT TO BE      OFFERING PRICE       AGGREGATED         AMOUNT OF
          TITLE OF SECURITIES TO BE REGISTERED              REGISTERED        PER SHARE(1)    OFFERING PRICE(1)   REGISTRATION FEE

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

<S>                                                         <C>                  <C>              <C>                   <C>
Shares of common stock, par value $.001 per share,
  reserved for Mssrs. Thomas E. Wharton, Jr.,  John M.
  Heida, Fred Hudson, Ed Sempek, David Sempek, David
  Vana and John Sciortino, in accordance with the terms
  of the Executive Employment Agreements of each or
  subsequent grant letter...........                        3,400,417            $0.35            $1,190,146            $151

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

Total.................................................      3,400,417            $0.35            $1,190,146            $151

</TABLE>

(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee. The offering price per share and the aggregate  offering
      price  are  based  upon the  average  of the bid and  asked  prices of the
      Registrant's  common  stock  (the  "Common  Shares")  as quoted on the OTC
      Bulletin  Board on April 12,  2004 for shares  reserved  for future  grant
      under the terms of each named executive's  Executive  Employment Agreement
      or grant letter, a copy of which is attached hereto as Exhibit 1.

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



<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE

      iSecureTrac Corp. (the "Registrant" or the "Company") hereby  incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

      (a)   The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
            December 31, 2003;

      (b)   The Company's  Notice of Annual Meeting and Proxy  Statement for the
            Annual Meeting of Stockholders held on May 30, 2003;

      (c)   All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
            Securities  Exchange  Act of 1934 (the "1934  Act") since the end of
            the year covered by the document referred to in (a) above; and,

      (d)   The description of the Company's outstanding Common Shares contained
            in the  Company's  Registration  Statement  on Form  SB-2  (File No.
            333-74262), declared effective by the SEC on April 11, 2002.

      (e)   Employment  Agreement  between  iST and John M.  Heida,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      (f)   Employment  Agreement between iST and Edward J. Sempek,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      (g)   Employment  Agreement  between iST and David G. Sempek,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      (h)   Employment  Agreement  between  iST and David G.  Vana,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.


      All reports and definitive proxy or information  statements filed pursuant
to  Section  13(a),  13(c),  14 or 15(d) of the 1934 Act  after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES


      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL


      Not Applicable.


<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General  Corporation Law authorizes a court to
award  or a  corporation's  Board  of  Directors  to  grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement   for  expenses   incurred)   arising  under  the  1933  Act.  The
Registrant's  Bylaws provide for mandatory  indemnification of its directors and
officers and  permissible  indemnification  of employees and other agents to the
maximum  extent  permitted  by  the  Delaware   General   Corporation  Law.  The
Registrant's  Certificate of Incorporation  provides that,  pursuant to Delaware
law, its directors shall not be liable for monetary  damages for breach of their
fiduciary  duty  as  directors  to the  Registrant  and its  stockholders.  This
provision in the Certificate of  Incorporation  does not eliminate the fiduciary
duty of the directors,  and, in appropriate  circumstances,  equitable  remedies
such as injunctive or other forms of non-monetary  relief will remain  available
under  Delaware  law. In addition,  each director will continue to be subject to
liability for breach of the  director's  duty of loyalty to the  Registrant  for
acts or omissions  not in good faith or involving  intentional  misconduct,  for
knowing  violations of law, for actions leading to improper  personal benefit to
the director and for payment of  dividends or approval of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED


      Not Applicable.

ITEM 8.  EXHIBITS


EXHIBIT
NUMBER
------

   5.1      Opinion of John M. Heida, Esq.
  10.1      Employment  Agreement  between  iST  and  Edward  J.  Sempek,  dated
            November 5, 2001*
  10.2      Employment Agreement between iST and David G. Sempek, dated
            November 5, 2001*
  10.3      Employment  Agreement  between iST and David G. Vana, dated
            November 5, 2001*
  10.4      Employment Agreement between iST and John M. Heida, dated
            January 1, 2002*
  10.5      Employment Agreement between iST and John A. Sciortino, dated
            August 28, 2003
  10.6      Employment  Agreement  between  iST and  Thomas  E.  Wharton,  dated
            February 20, 2004
  10.7      Letter  granting  100,000  options each to Mssrs.  Edward J. Sempek,
            David G. Sempek,  David G. Vana, and John M. Heida,  issued by iST's
            President and approved by iST's Compensation  Committee, on February
            6, 2003
  10.8      Amendment  to  Employment  Agreement  between iST and John M. Heida,
            dated April 1, 2004
  10.9      Employment Letter issued to Fred Hudson, dated March 16, 2003
  10.10     Termination Letter issued to Fred Hudson, dated February 17, 2004
  10.11     Termination  letter  agreement  between  iST and John A.  Sciortino,
            dated March 19, 2004
  23.1      Consent of McGladrey & Pullen, LLP, Independent Auditors.
  23.2      Consent of John M. Heida,  Esq.. is contained in Exhibit 5.1 to this
            Registration Statement.
  24.1      Power  of  Attorney  is  contained  on the  signature  pages of this
            Registration Statement.

-----------

*     Incorporated by reference from iST's  Registration  Statement on Form S-8,
      filed May 22, 2002.


<PAGE>

ITEM 9.  UNDERTAKINGS


      A. The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
            the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
            after the effective date of the registration  statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b), if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20% change in the maximum aggregate offering price set forth in
            the  "Calculation  of  Registration  Fee"  table  in  the  effective
            registration statement.

                  (iii) To include any material  information with respect to the
            plan of distribution  not previously  disclosed in the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

      Provided,  however,  That paragraphs (1)(i) and (1)(ii) of this section do
      not apply if the information  required to be included in a  post-effective
      amendment by those  paragraphs is contained in periodic reports filed with
      or furnished to the Commission by the registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the registration statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      B. The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto


<PAGE>

duly  authorized,  in the City of Omaha,  State of Nebraska,  on this 9th day of
April, 2004.

                                ISECURETRAC CORP.


                                                      Thomas E. Wharton, Jr.
                                     By:                 President and CEO





<PAGE>


                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE  PRESENTS,  that the  undersigned  officers  and
directors of iSecureTrac Corp., a Delaware corporation, do hereby constitute and
appoint  Thomas E.  Wharton  and John M.  Heida,  and each of them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents,  and either one of them,  determine  may be  necessary  or  advisable or
required to enable said  corporation  to comply with the Securities Act of 1933,
as amended,  and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either one of them, shall do
or cause to be done by virtue  hereof.  This Power of Attorney  may be signed in
several counterparts.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.


             SIGNATURE               TITLE                         DATE
             ---------               -----                         ----


           Roger J. Kanne            Chairman                  April 9, 2004


       Thomas E. Wharton, Jr.        President and CEO         April 9, 2004


         Robert E. Badding           Director                  April 9, 2004


          Martin J. Halbur           Director                  April 9, 2004


        Ronald W. Muhlbauer          Director                  April 9, 2004


             Ravi Nath               Director                  April 9, 2004


<PAGE>


                                  EXHIBIT INDEX



EXHIBIT
NUMBER
------

   5.1      Opinion of John M. Heida, Esq.
  10.1      Employment  Agreement  between  iST  and  Edward  J.  Sempek,  dated
            November 5, 2001*
  10.2      Employment Agreement between iST and David G. Sempek, dated
            November 5, 2001*
  10.3      Employment  Agreement  between iST and David G. Vana, dated
            November 5, 2001*
  10.4      Employment Agreement between iST and John M. Heida, dated
            January 1, 2002*
  10.5      Employment Agreement between iST and John A. Sciortino, dated
            August 28, 2003
  10.6      Employment  Agreement  between  iST and  Thomas  E.  Wharton,  dated
            February 20, 2004
  10.7      Letter  granting  100,000  options each to Mssrs.  Edward J. Sempek,
            David G. Sempek,  David G. Vana, and John M. Heida,  issued by iST's
            President and approved by iST's Compensation  Committee, on February
            6, 2003
  10.8      Amendment  to  Employment  Agreement  between iST and John M. Heida,
            dated April 1, 2004
  10.9      Employment Letter issued to Fred Hudson, dated March 16, 2003
  10.10     Termination Letter issued to Fred Hudson, dated February 17, 2004
  10.11     Termination  letter  agreement  between  iST and John A.  Sciortino,
            dated March 19, 2004
  23.1      Consent of McGladrey & Pullen, LLP, Independent Auditors.
  23.2      Consent of John M. Heida,  Esq.. is contained in Exhibit 5.1 to this
            Registration Statement.
  24.1      Power  of  Attorney  is  contained  on the  signature  pages of this
            Registration Statement.

-----------

*     Incorporated by reference from iST's  Registration  Statement on Form S-8,
      filed May 22, 2002.
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{"company-data": {"conformed-name": "ISECURETRAC CORP", "cik": "0001088120", "assigned-sic": "3669", "irs-number": "870347787", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114513", "film-number": "04736975"}, "business-address": {"street1": "3345 N 107 ST", "city": "OMAHA", "state": "NE", "zip": "68154", "phone": "4024982734"}, "mail-address": {"street1": "3345 NORTH 107TH STREET", "city": "OMAHA", "state": "NE", "zip": "68134"}, "former-company": {"former-conformed-name": "ADVANCED BUSINESS SCIENCES INC/DE", "date-changed": "19990607"}}
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   -----------

                                ISECURETRAC CORP.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                 87-0347787
      (State or other jurisdiction
    of incorporation or organization)       (I.R.S. Employer Identification No.)

          5022 SO. 114TH STREET
          OMAHA, NEBRASKA 68137                            68137
(Address of Principal Executive Offices)                 (Zip Code)

                        STOCK OPTIONS AWARDED PURSUANT TO
     EMPLOYMENT AGREEMENTS WITH CERTAIN NAMED EXECUTIVES OF THE CORPORATION
                            (Full title of the plan)

                                 ROGER J. KANNE
                                    CHAIRMAN
                                ISECURETRAC CORP.
                              5022 S. 114TH STREET
                              OMAHA, NEBRASKA 68137
                                 (402) 537-0022
            (Name, address, included zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                               JOHN M. HEIDA, ESQ.
                                ISECURETRAC CORP.
                              5022 S. 114TH STREET
                              OMAHA, NEBRASKA 68137
                                 (402) 537-0022
                             JHEIDA@ISECURETRAC.COM

                                   -----------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM   PROPOSED MAXIMUM
                                                           AMOUNT TO BE      OFFERING PRICE       AGGREGATED         AMOUNT OF
          TITLE OF SECURITIES TO BE REGISTERED              REGISTERED        PER SHARE(1)    OFFERING PRICE(1)   REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Shares of common stock, par value $.001 per share,
  reserved for Mssrs. Thomas E. Wharton, Jr.,  John M.
  Heida, Fred Hudson, Ed Sempek, David Sempek, David
  Vana and John Sciortino, in accordance with the terms
  of the Executive Employment Agreements of each or
  subsequent grant letter...........                        3,400,417            $0.35            $1,190,146            $151

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

Total.................................................      3,400,417            $0.35            $1,190,146            $151
(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee. The offering price per share and the aggregate  offering
      price  are  based  upon the  average  of the bid and  asked  prices of the
      Registrant's  common  stock  (the  "Common  Shares")  as quoted on the OTC
      Bulletin  Board on April 12,  2004 for shares  reserved  for future  grant
      under the terms of each named executive's  Executive  Employment Agreement
      or grant letter, a copy of which is attached hereto as Exhibit 1.

--------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE

      iSecureTrac Corp. (the "Registrant" or the "Company") hereby  incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

      (a)   The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
            December 31, 2003;

      (b)   The Company's  Notice of Annual Meeting and Proxy  Statement for the
            Annual Meeting of Stockholders held on May 30, 2003;

      (c)   All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
            Securities  Exchange  Act of 1934 (the "1934  Act") since the end of
            the year covered by the document referred to in (a) above; and,

      (d)   The description of the Company's outstanding Common Shares contained
            in the  Company's  Registration  Statement  on Form  SB-2  (File No.
            333-74262), declared effective by the SEC on April 11, 2002.

      (e)   Employment  Agreement  between  iST and John M.  Heida,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      (f)   Employment  Agreement between iST and Edward J. Sempek,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      (g)   Employment  Agreement  between iST and David G. Sempek,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      (h)   Employment  Agreement  between  iST and David G.  Vana,  filed as an
            exhibit to iST's Registration Statement on Form S-8 on May 22, 2002.

      All reports and definitive proxy or information  statements filed pursuant
to  Section  13(a),  13(c),  14 or 15(d) of the 1934 Act  after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General  Corporation Law authorizes a court to
award  or a  corporation's  Board  of  Directors  to  grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement   for  expenses   incurred)   arising  under  the  1933  Act.  The
Registrant's  Bylaws provide for mandatory  indemnification of its directors and
officers and  permissible  indemnification  of employees and other agents to the
maximum  extent  permitted  by  the  Delaware   General   Corporation  Law.  The
Registrant's  Certificate of Incorporation  provides that,  pursuant to Delaware
law, its directors shall not be liable for monetary  damages for breach of their
fiduciary  duty  as  directors  to the  Registrant  and its  stockholders.  This
provision in the Certificate of  Incorporation  does not eliminate the fiduciary
duty of the directors,  and, in appropriate  circumstances,  equitable  remedies
such as injunctive or other forms of non-monetary  relief will remain  available
under  Delaware  law. In addition,  each director will continue to be subject to
liability for breach of the  director's  duty of loyalty to the  Registrant  for
acts or omissions  not in good faith or involving  intentional  misconduct,  for
knowing  violations of law, for actions leading to improper  personal benefit to
the director and for payment of  dividends or approval of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER
------

   5.1      Opinion of John M. Heida, Esq.
  10.1      Employment  Agreement  between  iST  and  Edward  J.  Sempek,  dated
            November 5, 2001*
  10.2      Employment Agreement between iST and David G. Sempek, dated
            November 5, 2001*
  10.3      Employment  Agreement  between iST and David G. Vana, dated
            November 5, 2001*
  10.4      Employment Agreement between iST and John M. Heida, dated
            January 1, 2002*
  10.5      Employment Agreement between iST and John A. Sciortino, dated
            August 28, 2003
  10.6      Employment  Agreement  between  iST and  Thomas  E.  Wharton,  dated
            February 20, 2004
  10.7      Letter  granting  100,000  options each to Mssrs.  Edward J. Sempek,
            David G. Sempek,  David G. Vana, and John M. Heida,  issued by iST's
            President and approved by iST's Compensation  Committee, on February
            6, 2003
  10.8      Amendment  to  Employment  Agreement  between iST and John M. Heida,
            dated April 1, 2004
  10.9      Employment Letter issued to Fred Hudson, dated March 16, 2003
  10.10     Termination Letter issued to Fred Hudson, dated February 17, 2004
  10.11     Termination  letter  agreement  between  iST and John A.  Sciortino,
            dated March 19, 2004
  23.1      Consent of McGladrey & Pullen, LLP, Independent Auditors.
  23.2      Consent of John M. Heida,  Esq.. is contained in Exhibit 5.1 to this
            Registration Statement.
  24.1      Power  of  Attorney  is  contained  on the  signature  pages of this
            Registration Statement.

-----------

*     Incorporated by reference from iST's  Registration  Statement on Form S-8,
      filed May 22, 2002.
ITEM 9.  UNDERTAKINGS

      A. The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
            the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
            after the effective date of the registration  statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b), if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20% change in the maximum aggregate offering price set forth in
            the  "Calculation  of  Registration  Fee"  table  in  the  effective
            registration statement.

                  (iii) To include any material  information with respect to the
            plan of distribution  not previously  disclosed in the  registration
            statement  or  any  material  change  to  such  information  in  the
            registration statement;

      Provided,  however,  That paragraphs (1)(i) and (1)(ii) of this section do
      not apply if the information  required to be included in a  post-effective
      amendment by those  paragraphs is contained in periodic reports filed with
      or furnished to the Commission by the registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the registration statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new  registration  statement  relating to the  securities  offered
      therein,  and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      B. The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Omaha,  State of Nebraska,  on this 9th day of
April, 2004.

                                ISECURETRAC CORP.

                                                      Thomas E. Wharton, Jr.
                                     By:                 President and CEO
POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE  PRESENTS,  that the  undersigned  officers  and
directors of iSecureTrac Corp., a Delaware corporation, do hereby constitute and
appoint  Thomas E.  Wharton  and John M.  Heida,  and each of them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents,  and either one of them,  determine  may be  necessary  or  advisable or
required to enable said  corporation  to comply with the Securities Act of 1933,
as amended,  and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either one of them, shall do
or cause to be done by virtue  hereof.  This Power of Attorney  may be signed in
several counterparts.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

             SIGNATURE               TITLE                         DATE
             ---------               -----                         ----

           Roger J. Kanne            Chairman                  April 9, 2004

       Thomas E. Wharton, Jr.        President and CEO         April 9, 2004

         Robert E. Badding           Director                  April 9, 2004

          Martin J. Halbur           Director                  April 9, 2004

        Ronald W. Muhlbauer          Director                  April 9, 2004

             Ravi Nath               Director                  April 9, 2004
EXHIBIT INDEX

EXHIBIT
NUMBER
------

   5.1      Opinion of John M. Heida, Esq.
  10.1      Employment  Agreement  between  iST  and  Edward  J.  Sempek,  dated
            November 5, 2001*
  10.2      Employment Agreement between iST and David G. Sempek, dated
            November 5, 2001*
  10.3      Employment  Agreement  between iST and David G. Vana, dated
            November 5, 2001*
  10.4      Employment Agreement between iST and John M. Heida, dated
            January 1, 2002*
  10.5      Employment Agreement between iST and John A. Sciortino, dated
            August 28, 2003
  10.6      Employment  Agreement  between  iST and  Thomas  E.  Wharton,  dated
            February 20, 2004
  10.7      Letter  granting  100,000  options each to Mssrs.  Edward J. Sempek,
            David G. Sempek,  David G. Vana, and John M. Heida,  issued by iST's
            President and approved by iST's Compensation  Committee, on February
            6, 2003
  10.8      Amendment  to  Employment  Agreement  between iST and John M. Heida,
            dated April 1, 2004
  10.9      Employment Letter issued to Fred Hudson, dated March 16, 2003
  10.10     Termination Letter issued to Fred Hudson, dated February 17, 2004
  10.11     Termination  letter  agreement  between  iST and John A.  Sciortino,
            dated March 19, 2004
  23.1      Consent of McGladrey & Pullen, LLP, Independent Auditors.
  23.2      Consent of John M. Heida,  Esq.. is contained in Exhibit 5.1 to this
            Registration Statement.
  24.1      Power  of  Attorney  is  contained  on the  signature  pages of this
            Registration Statement.

-----------

*     Incorporated by reference from iST's  Registration  Statement on Form S-8,
      filed May 22, 2002.